2012 Annual Report - ITM Power

10
AND FINANCIAL STATEMENTS
12REPORT
YEAR ENDED 30 APRIL 2012

Thomas Brachmann, Senior Engineer at Honda on-site with the Honda FCX Clarity at the Hannover Messe

3
REport and
financial
statements
YEAR ENDED 30 APril 2012
“The low carbon economy is unusual,
perhaps unprecedented as an example
of a change which has both a strong moral
imperative but also presents a massive
economic opportunity.”
Alex Salmond
Scottish First Minister

Scottish First Minister Alex Salmond refuels the Hyundai
ix35 FCEV with ITM Power’s hydrogen station

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Shaping a renewable hydrogen future
5
Shaping a
renewable
hydrogen
future
In a world in which fossil fuel energy
is becoming ever more scarce and
expensive and countries are struggling to
meet their carbon reduction obligations,
hydrogen solutions have finally reached
the top of energy agendas.
European hydrogen car roll outs are
due to start approximately two years
early with Hyundai in 2013. They will be
followed by Mercedes in 2014 and almost
every other major manufacturer in 2015.
The requirements for hydrogen refuelling
stations are being addressed now – in the
United Kingdom with UKH 2
Mobility and
in Germany with its equivalent, larger
programme.
The increasing size of the worldwide
installed base of intermittent renewable
power generation means that energy
storage is now seen as essential.
ITM Power is at the very heart of the
initiatives and programmes to adopt
hydrogen technology that will reduce
both carbon footprints and energy costs
and, using its technology and knowhow,
is aiming to be the world leading supplier
of both: infrastructure products for the
production of green hydrogen transport
fuel; and products for the production
and storage of hydrogen fuel from
unpredictable renewable energy sources.

REPORT AND FINANCIAL STATEMENTS
Table of Contents
6
TABLE OF
CONTENTS
98 Notes to the Company
Financial Statements
97 Company Balance Sheet
73 Notes to the Consolidated
Financial Statements
72 Consolidated Cash
Flow Statement
71 Consolidated
Balance Sheet
70 Consolidated Statement
of Changes in Equity
69 Consolidated Income Statement
67 Independent Auditor’s Report
66 Directors’ Responsibilities Statement
62 Corporate Governance Report
58 Directors’ Report
52 Communications

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Table of Contents
7
08 Officers & Professional Advisors
09 Highlights
11 Chairman’s Statement
12 CEO’s Statement
16 Board of Directors
18 Where Are We With
Renewable Power?
24 Energy Storage
28 Clean Fuel
40 Products
46 Events

REPORT AND FINANCIAL STATEMENTS
officers and professional advisors
8
officers and
professional advisors
Directors
Dr S Bourne
Dr G Cooley
The Rt Hon Lord Freeman
Mr P Hargreaves
Prof R Putnam
Registrars
Capita IRG Plc
The Registry
34 Beckenham Road
Beckenham BR3 4TU
Secretary
B S Cunliffe
Registered Office
22 Atlas Way
Sheffield S4 7QQ
Nominated Advisors
and Brokers
Singer Capital Markets Limited
One Hannover Street
London
W1S 1YZ
Bankers
National Westminster Bank Plc
Stamford Branch
52 High Street
Stamford
Lincolnshire PE9 2BD
Solicitors
Burges Salmon LLP
Narrow Quay House
Narrow Quay
Bristol BS1 4AH
Auditor
Deloitte LLP
City House
126-130 Hills Road
Cambridge CB2 1RY
Press and Investor Enquiries
Tavistock Communications Ltd
131 Finsbury Pavement
London
EC2A 1NT

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
highlights
9
HIGHLIGHTS
“From a platform of commercially
launched electrolyser products,
ITM Power has successfully
positioned itself to address the
clear commercial opportunities
within energy storage and clean
fuel generation from renewable
power. Our work to build key
relationships has placed ITM
Power at the heart of the two
initiatives, UK H 2
Mobility and
EcoIsland, which will define
deployment of hydrogen fuel
and energy systems in the UK.”
Prof. Roger Putnam
Chairman of ITM Power
Clean Fuel
• Achievement of CE marking
and regulatory approval of HFuel
for the German market
• HFuel cost structure lower than
EU hydrogen cost targets for 2015
• UKH 2
Mobility MoU signed with
the UK government
• £2.3m of TSB funding for the EcoIsland
project, £1.3m direct to ITM Power
• Agreement with M&S to deliver the
UK’s first hydrogen fuel cell, materials
handling trial
• Product development agreement
with Boeing
• Partnership agreement with GHR
(IMI) to address the German market
Energy Storage
• Launched Megawatt Scale energy
storage plant
• TSB grant to investigate the feasibility
of injecting hydrogen into the UK
gas grid
• Achievement of CE marking for
HBox Solar
FINANCIALS and corporate
• First significant revenues of £480,000
(2011: £8,000)
• Grant funding of £985,000 recognised
in the period (2011: £1,088,000)
• New grant project awards of
£2,734,000 (2011: £942,000)
• A further £1,200,000 of EU grants
in negotiation
• Pre-tax loss for the period was
£6.5m (2011: £6.4m)
• Cash and short-term deposits at
30 April 2012 £6.6m (30 April 2011:
£12.2m)
• Decrease in cash and cash equivalents
of £10.6m (2011 £4.8m), of which
£5.0m was placed on term deposit
• Dr Charles Johnstone appointed
as Director of Engineering
OUTLOOK
• Outlook positive with early revenue
streams developing
• Grant funded project consortia are
developing productive relationships

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Chairman’s statement
11
Chairman’s statement
Prof. Roger Putnam CBE
Chairman
“From a platform of commercially
launched electrolyser products,
ITM has successfully positioned
itself to address the clear
commercial opportunities within
energy storage and clean fuel
generation from renewable
power.”
I am pleased to announce final results
for the year ended 30 April 2012 and
to update shareholders on developments
within our Group.
Business Environment
ITM Power is now participating in
consortia that include very large
multinational companies with which
we are now establishing and
strengthening working relationships.
It also means that our expertise is
now in demand from other companies
seeking to enter the hydrogen space and,
as a result, our participation in projects
is being sought, rather than ITM Power
having to spend time and effort fighting
to join consortia. We have now arrived
at a tipping point, both for hydrogen
and ITM Power, from which wide scale
adoption and an acceleration in our
own commercial traction will follow.
Financials
The pre-tax loss for the year under
review increased to £6.5m (2011: £6.4m)
and net cash burn increased to £5.6m
(2011: £4.8m) in line with the increase
in activity. Total grant funding recognised
in the period was £985,000 and new
grant project awards were £2,734,000
up very significantly from last year
and a further £1,200,000 of EU grants
are in negotiation.
Interest rates remain depressed and
risk remains the key priority in the
choice of the financial institutions in
which the Group chooses to place its
funds. The Group holds over 99% of
its funds on deposit with its bankers,
NatWest. Deposit rates are monitored
regularly with funds being placed in
the most beneficial interest-bearing
accounts. The Group’s cash and shortterm
deposit balances at 30 April 2012
totalled £6.6m (30 April 2011: £12.2m).
The Board is not recommending the
payment of a dividend for the period
in accordance with our stated policy.
Board and Staff
I am delighted to welcome our new
(non-statutory) Director of Engineering
Dr Charles Johnstone to the company;
Charles brings a wealth of experience
in taking compliant products through
to manufacturing and he joins ITM at
an exciting and critical time. Our staff
has again made a huge effort to rise
to the challenges set before them with
great enthusiasm. I would like to thank
all of our people for their contribution
to the advances made particularly in the
area of product compliance.
Outlook
From a platform of commercially
launched electrolyser products, ITM has
successfully positioned itself to address
the clear commercial opportunities
within energy storage and clean fuel
generation from renewable power.
The important work of building key
relationships has placed ITM Power
at the heart of the two initiatives,
UKH 2
Mobility and EcoIsland, which
will define deployment of hydrogen
fuel and energy systems in the UK.
On top of this, we have gathered hard
evidence of HFuel reliability from
the gruelling HOST trial programme
and the achievement of approval for
operation in Germany. Together with
the development of a larger stack
platform for MW scale systems, these
achievements – discussed in more detail
in the Chief Executive’s Review overleaf
– demonstrates that the Company has
done everything in its power to both
enable and unlock these expanding
hydrogen markets.
This work continues and combined
with a building pipeline of technology
advances and partnerships, I am more
positive than ever that ITM Power’s
future is a bright one.

REPORT AND FINANCIAL STATEMENTS
CEO’s statement
12
CEO’s statement
Dr Graham Cooley
Chief Executive Officer
“Around the world hydrogen is
now at the top of energy agendas.
The roll-out of systems and
infrastructure is no longer if but
when. ITM Power’s ambition is
to use the platform and visibility
we have created to participate
in this build to the fullest extent
possible.”
ITM Power is now part of the two
critical projects that will advance the
roll-out of hydrogen infrastructure in
the UK, EcoIsland and the UKH 2
Mobility
program. Our efforts to bring to the
market energy storage units that
produce clean fuel for transport are now
leading to many productive relationships.
Clean Fuel
HFuel the Company’s transportable
hydrogen refuelling system has achieved
CE compliance and a permit to operate
in Germany. This represents important
progress, enabling commercial sales
of such systems to commence in the
EU. HFuel has undergone a rigorous
assessment and inspection by TÜV SÜD
in both the UK and Germany, including
an audit of safety documentation and
compliance with relevant European
Directives and the strict German
Merkblaat standard. TÜV SÜD has
issued its Expert Report enabling us to
gain approval to operate and ultimately
sell the HFuel refuelling platform in
Germany. We also operated HFuel in
the Ride and Drive area of the Hannover
Messe and the All-Energy show in
Aberdeen, refuelling the Honda Clarity,
the Hyundai iX35 FC-SUV and the
HyCologne fuel cell bus.
UK H2Mobility
In January 2012, ITM announced its
participation in the UKH 2
Mobility
initiative, the new Government and
cross industry programme to make
hydrogen powered travel in the UK
a reality. The ground breaking project
will ensure the UK is well positioned
for the commercial roll-out of
hydrogen fuel cell electric vehicles.
The new programme brings together
three Government Departments and
industrial participants from the utility,
gas, infrastructure and global car
manufacturing sectors. The group will
evaluate the potential for hydrogen as
a fuel for Ultra Low Carbon Vehicles in
the UK before developing an action plan
for an anticipated roll-out to consumers
in 2014/15.
EcoIsland
The EcoIsland project brings together
within a single island energy system
a critical mass of smart energy
technologies to demonstrate how a
future energy system can be configured.
With renewable generation including
wind, solar, tidal and geothermal the
island will need to match supply and
demand using battery energy storage,
hydrogen energy storage and demand
side management. These technologies
will be coordinated centrally by smart
grid technologies supplied by IBM,
Cable & Wireless, SSE and Toshiba.
ITM Power is the hydrogen fuel partner
and will supply hydrogen refuelling
equipment controlled by smart grid
technology to optimise both renewable
energy storage and the provision of fuel
to both fuel cell vehicles and Hydrogen
Internal Combustion Engine commercial
vehicles. The intention is that the island
will also be a showcase for advanced
low emission hydrogen vehicles being
launched from 2013.
Materials Handling Vehicles
We successfully completed the UK’s first
hydrogen powered materials handling
trial with retailer Marks & Spencer.
The six week trial saw the Company’s
HFuel system together with four fuel
cell powered manual handling vehicles
deployed at the Prologis Distribution
Centre in Bradford.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
CEO’s statement
13
ITM Power has signed an agreement
with Infintium Fuel Cells under which
ITM has exclusive import rights for the
European market, enabling ITM to offer
a full turnkey solution to the materials
handling sector.
The agreement will also facilitate the
development of a European customer
base in the rapidly expanding materials
handling market where traditional
battery and engine technology is being
replaced by fuel cells powered by
hydrogen. Infintium Fuel Cells will work
closely with ITM to gain CE marking
for its systems that can be fitted to
all classes of pallet and fork lift trucks
as well as airport baggage handling
and utility vehicles. ITM Power will
contribute its experience of gaining
CE conformity for hydrogen systems
to accelerate commercial availability.
Infintium Fuel Cells are currently
working with several major US retailers
and distributors to gain supply chain
qualification. Our close collaboration
with Infintium should also allow access
to their portfolio of US customers with
a view to introducing them to our green
hydrogen generation and refuelling
solutions.
We can now offer a full turnkey
solution to the materials handling sector,
including on-site hydrogen generation,
refuelling and fuel cell systems. The
successful trials of the Company’s
HFuel product platform, together with
measured operational benefits of fuel
cell powered materials handling vehicles,
has enabled ITM Power to begin to
engage with potential retail, distribution
and logistics customers. We offer, today,
a tailored, integrated solution – including
modelling, on-site trials, supply of
equipment and maintenance contracts.
Aerospace
We signed an Equipment Development
and Lease Agreement with Boeing for
the development, assembly and field
trials of an off-grid refuelling station for
Unmanned Aircraft Systems. During
the last few years these systems have
seen sustained growth, mainly through
the development and maturing of
military applications and followed by
wide recognition of their possibilities
in civilian applications which include:
border control, coastguard, law
enforcement, pipeline and power line
monitoring, earth and environmental
observations, communications and many
more. These systems can potentially
offer lower cost and investment risk as
well as low infrastructure requirements
for tactical intelligence, surveillance and
reconnaissance (ISAR).
ITM has also sold a hydrogen generation
system to the European Aeronautic
Defense and Space Company (EADS)
for use by its research arm Innovation
Works in its Energy and Propulsion
laboratory.
Energy Storage
The UK quotient of renewable energy
generation is due to go up significantly
over the next decade and this will
dramatically increase the unpredictability
of supply. Coupled with existing
curtailment traffic and distribution
network bottlenecks, this presents
a significant technical and financial
challenge. This is true throughout
Europe, where energy storage is now
seen as essential.
At the Hannover Messe, from 23-27
April and All-Energy in Aberdeen from
23-24 May, ITM Power launched our new
high pressure and high volume stack that
forms the basis of its Megawatt Scale
energy storage plant. The hydrogen
production plant is packaged in a single
20ft standard ISO container and is a
1MW load that can be demand side
managed by power companies with a
response time of one second for both
turn on and turn off. The hydrogen
produced can be used for both vehicle
refuelling and direct injection of
hydrogen into the gas grid. Injecting
hydrogen into the gas grid is a simple
and pragmatic form of energy storage
that also de-carbonises the gas grid in
question.
The new electrolyser stack is selfpressurising
to 80 bar which means
it can be used to inject hydrogen
directly into the high or low pressure
gas grid without the need for additional
compression plant. If the hydrogen
production unit is used for vehicle
refuelling, the amount of energy
required for compression is reduced.
If 350 bar refuelling is being used then
the high pressure electrolysis removes
the need for one stage of mechanical
compression which reduces cost.
The 1MW container produces
approximately 400kg/day of hydrogen
if run continuously. The design is a
modular system which can be used
to build larger energy storage facilities.
This gives us a portfolio of modular
refuelling products in the range from
5kg/day to 400kg/day.
(Continued overleaf)

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
CEO’s statement
15
CEO’s statement (Contd.)
The GridGas Project
We are collaborating in a partnership
which includes the Scottish Hydrogen
Fuel Cell Association and Kiwa Gastec
at CRE on the £164k feasibility study.
The project aims to investigate the
technical, financial and operational
feasibility of injecting hydrogen gas,
generated from electrolysis fed from
excess renewables, into the UK gas
networks. This will include preliminary
logistical research, system research,
the creation of a generation model
and the simulation of hydrogen
production at a single wind farm.
Scotland is a key location for renewable
energy having some of the best wind
resources in the world. The deployment
of energy storage is now seen as key
to the effective utilisation of renewable
energy plant and will be a critical
component of the future energy grid.
Our electrolysis plant will be a vital
component in linking electricity
generated from renewable energy
sources to the gas grid and the transport
fuel infrastructure. ITM Power has
opened an office in Aberdeen to
access this vital market and has signed
a Cooperation Agreement with Logan
Energy Limited for project development
and tendering in Scotland. The two
companies will jointly tender for
hydrogen energy storage and clean fuel
projects in Scotland and Logan Energy
will undertake all project management
and after sales support for any plant
installed under the agreement,
maximising the local supply chain
for Scottish projects.
Small products (HBox Solar,
HPac 10 and HPac 40)
We signed a supply and distribution
agreement with Horizon Fuel Cell
Technologies covering ITM Power’s
small electolyser range. The agreement
gives Horizon exclusive rights to sell ITM
Power products in the ASEAN nations
plus India, Pakistan and Bangladesh and
non-exclusive rights to sell ITM Power
products in other markets where
Horizon has developed a marketing
network, including the USA. Horizon
will market our product range
exclusively, complementing Horizon’s
market evolution into product
applications that require on-site
hydrogen supply.
Horizon was founded in Singapore
in 2003 and has expanded through
five international subsidiaries, including
a new subsidiary in the United States.
Starting commercialisation with
micro-fuel cell products while
preparing for larger and more complex
applications, Horizon emerged as
the world’s largest volume producer
of commercial sub-kilowatt fuel cell
products, serving retail and OEM
customers in over 65 countries.
Its focus on commercialisation enabled
the start of Horizon-branded market
development teams in 35 countries,
all of which can now also offer ITM
Power solutions to increase sales of the
company’s hydrogen fuel cell solutions.
In Singapore, Horizon is also developing
the world’s lightest fuel cell power
systems to target the aerospace
and defence industries.
The Future
Around the world hydrogen is now
at the top of energy agendas. The
roll-out of systems and infrastructure
is no longer if but when. ITM Power’s
ambition is to use the platform and
visibility we have created to participate
in this build to the fullest extent
possible.
We have the right products to address
what will become in our view very
large markets: HFuel for renewable
coupled refuelling, the Megawatt Scale
stack for demand side energy storage
management to address energy storage
for intermittent renewable energy
output and our smaller products
that can produce smaller amounts
of hydrogen from renewable for
light industrial and domestic markets.
The showcase projects in the UK –
UKH 2
Mobility and EcoIsland – will
provide a world class marketing
platform. I look forward to reporting
on what promises to be an exciting
year for ITM Power.

REPORT AND FINANCIAL STATEMENTS
Board of Directors
16
Board of Directors
Prof R Putnam
Non-Executive Chairman
(Age 66)
Roger Putnam, the former Chairman of
Ford of Britain and President of the Society
of Motor Manufacturers and Traders was
a member of the Government’s Energy
Review Partnership.
The Partnership reported to the Chancellor
on the country’s future energy strategy.
He was also Chairman of the DTI’s Retail
Motor Strategy Group and a member of
DBERR’s Automotive Innovation and Strategy
Team. He is also Chariman of Suila Ltd. He is
also a visiting professor of Automotive Studies
at the City of London University.
Roger’s distinguished career in the automotive
industry began at Lotus Plc. In 1982 he joined
Jaguar Cars Ltd as Director, Global Marketing
and UK Sales Operations. In 1985 Roger was
appointed to the board of Jaguar as Director,
Sales and Marketing, a role he retained until
he was appointed Chairman of Ford of Britain
in 2002.
Dr G Cooley
Chief Executive Officer
(Age 48)
Graham joined ITM on 29 June 2009 as Chief
Executive Officer. Before joining Graham
was CEO of Sensortec and Universal Sensors,
founding CEO of Metalysis Ltd, a spin out
of Cambridge University, and founding CEO
of Antenova Ltd. Graham spent 11 years in
the power industry developing conducting
polymers, fuel cells, batteries and energy
storage technologies.
He was Business Development Manager
for National Power Plc and International
Power Plc and developed the Regenesys
energy storage technology which was
acquired by RWE from Innogy. He has
a Degree in Physics, PhD in Materials
Technology and an MBA.
B Cunliffe
CFO and Company Secretary
(Age 47)
Barry joined ITM Power on 2 February 2010
as Chief Financial Officer.
Before joining, Barry was the Group
Finance Director for the metals group
Sogepar and completed several assignments
in the cleantech sector as a consultant.
Barry spent six years in engineering and
manufacturing with Kvaerner Plc and
Insituform Technologies Inc. before joining
the Sogepar Group.
Barry gained a degree in Accounting and
Management from Sheffield City Polytechnic
before qualifying as a Chartered Accountant.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Board of Directors
17
P Hargreaves
Non-Executive Director
(Age 65)
Peter joined the Board of ITM in February
2004 as a Non-Executive Director. After
qualifying as a chartered accountant he was
employed by KPMG, Unisys and Whitbread
and Company Limited.
In 1981 he founded the national investment
brokerage Hargreaves Lansdown Plc which
was successfully floated on the London Stock
Exchange in May 2007 and now has a market
value in excess of £2.5 billion.
Peter remains an Executive Director
of Hargreaves Lansdown Plc.
Dr S Bourne
Chief Technology Officer
(Age 37)
Simon Bourne joined ITM in 2002 as a
Technical Manager and has been one of the
leading scientists involved in the development
of ITM’s suite of patented membrane
materials.
Before joining ITM, Simon was a project
engineer with Sonatest Plc and a researcher
with the Ministry of Defence. Simon has a
BSc Hons in Materials Science from UMIST
and a PhD from Cranfield University.
Lord Roger Freeman
Non-Executive Director
(Age 70)
Lord Freeman joined ITM Power in October
2010 as a Non-Executive Director. Lord
Freeman is a member of the House of Lords
and is currently Chairman of Thales Advisory
Board and a Non-Executive Director of
Thales S.A.; Chairman of the Advisory Board
of PricewaterhouseCoopers (UK) and a
consultant to RP&C International.
During a distinguished political career,
Lord Freeman was the Conservative MP
for Kettering from 1983 to 1997 and served
as the Parliamentary Secretary for the
Departments of Health and Armed Forces
and as Minister of State for Public Transport
and Defence Procurement. He concluded his
political career as a Cabinet Minister in the
government of John Major, having also served
as Deputy Chairman of the Conservative
Party.
He became a Life Peer in 1997. Lord
Freeman is a graduate of Balliol College and
a Chartered Accountant. He was a Partner
and Managing Director with Lehman Brothers
in New York and London (1972 to 1985),
specialising in cross border mergers and
acquisitions. Other directorships include:
Savile Group Plc, Chemring Group Plc,
Big DNA Ltd, Parity Group Plc and Lord
Freeman is also a consultant to Global
Energy Development Plc.

18
Where are we
with renewable
power?
Producing hydrogen
from wind and using it
as a clean fuel is joined
up energy thinking
“We have looked to ITM in Sheffield, we
know the people, they are very competent.
They know what we are speaking about,
this is always very important. There are
a lot of other companies which are not in
this position and so in the near future we
will have contractual activities with ITM
for the energy supply in the northern
part of Hessen, where we have a lot of
wind, producing electricity and using the
ITM Power technology to make and store
hydrogen.”
Dr Joachim Wolf
Chairman, Initiative Hessen

REPORT AND FINANCIAL STATEMENTS
where are we with renewable power?
20
where are we with
renewable power?
Renewable power sources are being
applied in vast numbers internationally,
unit costs are falling due to mass
production, and grid parity is imminent.
According to DECC (1) renewables
now account for 11% of UK electricity
generation, onshore and offshore wind
generation is growing by around 50%
year-on-year and solar PV farms of up
to 8MW are now being installed. To
accommodate this, power grids are being
reinforced and large financial investments
are being made (e.g. subsea HVDC
cables are being laid from Scotland to
England). As the installed renewables
capacity increases its time varying nature
threatens grid stability; it also places an
increasingly variable load profile on gas
and coal power stations, so reducing
their average thermal efficiency.
The current method for combatting
this problem is to curtail the outputs
of wind farms when required and to pay
the operators for being constrained off
(i.e. not generating). This is a wasteful
arrangement. It is estimated that the
UK curtailed 0.6% of its 6GW of
installed wind capacity (at an average
penalty of 21p/kWh) in 2011. In Spain,
up to 10% of its 26GW of its installed
wind will face the risk of curtailment
by 2014 (2) . Nevertheless, very high
penetrations of renewables can be
achieved without curtailment, provided
that power systems incorporate energy
storage technologies.
“The problem we have for energy
provision, for the future, is an issue which
is so big that you cant rely on individual
companies or individual countries, it’s a
worldwide problem that we have to work
together, worldwide, to solve these issues.
And that’s what I see is happening.”
Bert De Colvenaer
Executive Director, Fuel Cell
and Hydrogen Joint Undertaking
1. www.decc.gov.uk/assets/decc/11/stats/publications/energy-trends/5627-energy-trends-june-2012.pdf
2. www.aeeolica.org/uploads/documents/Anuario%202010%20en%20ingles.pdf

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
where are we with renewable power?
21
EXPORTED HYDROGEN
Conventional thinking is centred on
power-in/power-out energy storage
(e.g. pumped storage, battery banks,
compressed air storage); these systems
absorb low cost electricity, store it and
then sell it into the electricity market
at a later time. As yet there are only
a few examples of this energy storage
operating economically within a power
system. The alternative type of energy
storage (i.e. power-in/hydrogen-out) is
based on an electrolyser platform where
the generated hydrogen is exported
from the power system. This approach
to energy storage lies at the heart of
ITM Power.

REPORT AND FINANCIAL STATEMENTS
where are we with renewable power?
22
LEAD ACID
BATTERY
~35 MW
NICKEL-CADMIUM
BATTERY
27 MW
COMPRESSED AIR
ENERGY STORAGE
440 MW
SODIUM-SULFUR
BATTERY
316 MW
FLYWHEELS

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
where are we with renewable power?
23
Controllable loads
Energy storage based on the use of
electrolysers as controllable loads
within a power system enables
operational services to be provided to
grid and distribution network operators.
These services, which are distinct from
and additional to the sale of hydrogen,
include: absorbing otherwise curtailed
wind energy, providing demand response
for ‘valley filling’ load profiles, providing
frequency response, and providing
responsive load at times of rising voltage
in distribution networks due to high
export flows from solar PV. Appropriate
location of electrolysers geographically
can avoid the capital expenditure
otherwise required to transfer the
renewable energy as electricity and in
some regions enable otherwise stranded
renewables to be harnessed. A national
distribution of electrolysers, for example
serving hydrogen refuelling stations,
offers load aggregators an opportunity
to offer substantial demand-side reserve
to the power industry. Each of these
services has a value, in terms of avoided
capital and operational expenditure.
The total value proposition for this type
of energy storage therefore comprises
hydrogen sales income, system services
income and some element of avoided
electricity infrastructure costs.
INSTALLED CAPACITY (MW)
SOLAR PV, WAVE & TIDAL
OFFSHORE WIND
ONSHORE WIND
HYDRO
BIOENERGY & WASTES
14,000
12,000
10,000
8,000
6,000
4,000
2,000
To capitalise on this new approach to
energy storage, ITM Power is developing
large electrolysers for hydrogen
refuelling stations and for Power-to-Gas
applications. The generated hydrogen is
sold to the gas grid as a ‘greening’ agent,
as a clean fuel in the transport sector or
as green merchant hydrogen.
0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2010 2011 2012
Figure 2
renewable energy capacity
(as at end of quarter)
Figure 1
Pumped Hydro

25
ENERGY
STORAGE
Energy storage is now
essential to harvest
the maximum benefits
of renewable power
“Hydrogen is the energy carrier to bring
renewables energies into the mobility
(clean fuel) sector.”
“I think ITM Power is a company
currently leading here in Europe, and
I think they are the only one offering a
flexible solution, so we are very happy
about ITM Power’s development.”
Frank Koch
Project Manager, Fuel Cells and
Hydrogen Network, North-Rhine
Westphalia

REPORT AND FINANCIAL STATEMENTS
ENERGY STORAGE
26
GAS Inject
Injection of hydrogen produced by
electrolysis into the gas grid is a way
of storing energy from the electricity
grid by exporting it to the gas grid.
Mediating between the two major
energy grids is a large scale energy
storage method for assimilating
intermittent renewable generation.
In some geographical locations the
close proximity of wind farms or
electricity T&D bottlenecks and
the gas grid invites the co-location
of electrolyser plant to transform
renewable power to hydrogen for
mixing and transmission via the
gas grid.
This approach is a major pathway for
assisting the continued integration of
renewable power whilst reducing the
cost of T&D reinforcement and reducing
consumption of natural gas.
ISO
UTILITY
SYSTEM
TRANSMISSION
DISTRIBUTION
END USER
SECONDS
POWER
QUALITY
ANCILLARY
SERVICES
T&D SYSTEM
SUPPORT
DESS
MINUTES
RENEWABLE
SMOOTHING
RELIABILITY
SYSTEM
CAPACITY
RENEWABLE
INTEGRATION
T&D
INVESTMENT
DEFERRAL
ENERGY
MANAGEMENT
HOURS
ENERGY
ARBITRAGE
10s kW 100s kW 10s MW
100s MW
SIZE OF APPLICATION
Figure 3
Operational Benefits Monetising
the Value of Energy Storage
OPERATIONS
($/kVAR & $/kW)
RELIABILITY
($/kW)
HIGHER VALUE FOR DISCHARGE CAPACITY ($/KW)
POWER
( $/kW)
ENERGY
($/kW-h)
HIGHER VALUE FOR ENERGY STORAGE ($/KW)

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
ENERGY STORAGE
27
MW Energy Storage
ITM Power launched its new high
pressure 25kg/day stack designs that
form the basis of its Megawatt Scale
energy storage plant in April 2012.
The hydrogen production plant is
packaged in a single 20ft standard ISO
container and is a 1MW load that can
be demand side managed by power
companies with a response time of one
second for both turn on and turn off. The
hydrogen produced can be used for both
vehicle refuelling and direct injection
of hydrogen into the gas grid. Injecting
hydrogen into the gas grid is a simple and
pragmatic form of energy storage that
also de-carbonises the gas grid.
The new electrolyser stack is selfpressurising
to 80bar which means it
can be used to inject hydrogen directly
into the high or low pressure gas
grid without the need for additional
compression plant. If the hydrogen
production unit is used for vehicle
refuelling, the amount of energy required
for compression is reduced. If 350 bar
refuelling is being used then the high
pressure electrolysis removes the need
for one stage of mechanical compression
which reduces cost.
The 1MW container produces
approximately 400kg/day of hydrogen
if run continuously. The design is a
modular system which can be used to
build larger energy storage facilities.
ITM Power now has a portfolio of
modular refuelling products in the
range from 5kg/day to 400kg/day.
“Megawatt scale energy storage is now
a vital plant component in the power
industry to balance supply and demand
and this product is ITM’s first offering
to the sector. In most countries in
Europe and indeed the rest of the
world the penetration of intermittent
renewable power has reached the level
where constraint payments are now
standard and wind curtailment is in
daily operation. The need for Megawatt
scale energy storage is here today
and hydrogen via electrolysis is easily
deployed at this scale.”
Dr Graham Cooley
CEO, ITM Power Plc

28
CLEAN FUEL
Making clean fuel from
the wind and the sun.
What could be more
compelling?
“The days of filling up your car with
hydrogen made from renewable
electricity is tantalisingly close, almost
so close you can feel it. So the big news
from ITM Power is that we don’t need a
pipeline for hydrogen, you can produce
on-site, and if you do it from renewables
it’s completely carbon free.
“Hydrogen is here, it’s now, it’s producible,
it’s cheap, and the cars are there.”
Quentin Willson
Leading Motor Industry Spokesman

REPORT AND FINANCIAL STATEMENTS
Clean Fuel
30
HFUEL
HFuel is a self-contained
module suitable for
refuelling hydrogenpowered
road vehicles
and forklift trucks.
ITM Power’s Transportable Hydrogen
Refuelling Station (HFuel) is a selfcontained
module suitable for refuelling
hydrogen-powered road vehicles and
forklift trucks.
HFuel is well suited to small fleet and
early ‘hydrogen highway’ applications
of both fuel cell and hydrogen engine
vehicles (FCV and HICEV).
It is based around a modular platform
(standard freight containers) and can
be expanded at any point after the initial
installation enabling a staged roll-out of
hydrogen fuel. HFuel generates hydrogen
by electrolysis, compresses it, stores it
and dispenses the gas on demand at high
pressure (nominally 350 bar/35MPa).
It requires an on-site water and
electricity supply but is otherwise an
autonomous solution for refuelling
hydrogen-powered vehicles.
zero-carbon fuel
Because HFuel is based on an
electrolyser it is uniquely able to
produce zero-carbon hydrogen if linked
to a renewable power source or a supply
of ‘green’ electricity. The fuel delivered
to the vehicle is then carbon-free and
no atmospheric carbon emissions result
from its use.
HFuel provides a pathway for eradicating
emissions associated with light duty
commercial vehicles and materials
handling in warehouses and factories.
Unlike battery recharging stations
HFuel enables the user to quickly
recharge a vehicle to 100% capacity.
This enables hydrogen to be used to
decarbonise return-to-depot and shift
work vehicles that have a higher daily
mileage requirement
“Providing hydrogen via a mobile unit
is a very good solution to support the
idea of hydrogen and fuel cell electric
vehicles and therefore I appreciate very
much that ITM Power is here in order to
serve us with hydrogen, especially green
hydrogen.”
Thomas Brachmann
Honda R&D

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Clean Fuel
31
CE Compliance
In early 2012, ITM Power announced
that it had achieved CE compliance
for a standardised HFuel product.
This represented important progress,
enabling commercial sales of such
systems to commence in the EU.
Following a competitive tender process,
ITM Power won a contract to design
and supply a refuelling product to The
University of Nottingham. This provided
the opportunity to CE mark an HFuel
generation, storage and dispensing
product. A CE mark is one of the
key measures for product readiness;
signifying compliance with EU Directives
and therefore enabling free movement
within the European Market. It is notable
that few sector peer group companies
have achieved CE compliance for their
products.
Approval to Operate and Sell
HFuel in Germany
In April 2012, HFuel received regulatory
approval for the German market.
HFuel has undergone a rigorous
assessment and inspection by TÜV SÜD
in both the UK and Germany, including
an audit of safety documentation and
compliance with relevant European
Directives and the strict German
Merkblaat standard. TÜV SÜD has
issued its Expert Report enabling
TM Power to gain approval to operate
and sell its HFuel refuelling platform
in Germany.
ITM Power demonstrated operation
of the HFuel in the Ride and Drive area
at Hannover Messe in April 2012.

REPORT AND FINANCIAL STATEMENTS
Clean Fuel
32
boeing
ITM is developing an
electrolyser platform
for Boeing to be used
as part of their off-grid
hydrogen refuelling
station for unmanned
aircraft systems
ITM Power has signed an Equipment
Development and Lease Agreement
with Boeing Research & Technology
Europe S.L.U. Under the agreement,
ITM is developing an electrolyser
system capable of generating 2.1kg/24hr
(1Nm 3 /hr). The unit will be assembled in
the UK and then trialled on-site in Spain.
The containerised electrolysis equipment
will form part of Boeing’s current offgrid
refuelling station for Unmanned
Aircraft Systems (UAS).
During the last few years the UAS
industry/sector has seen sustained
growth, mainly through the development
and maturing of military applications
and followed by wide recognition of their
possibilities in civilian applications which
include: border control, coastguard, law
enforcement, pipeline and powerline
monitoring, earth and environmental
observations, communications and many
more. These systems can potentially
offer lower cost and investment risk as
well as low infrastructure requirements
for tactical intelligence, surveillance and
reconnaissance (ISAR).
ITM Power has had a dialogue with
Boeing Research & Technology Europe
for several years and completed some
of the early ground work that led
to the inception of the off-grid solar
based refuelling station for UAS that
Boeing Research & Technology Europe
is developing in Spain. They have now
returned to ITM Power to complete
the project with ITM’s PEM electrolyser
technology.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Clean Fuel
33
“We are very excited to test ITM Power´s
PEM electrolyser technology in our
off-grid solar-based refuelling station
for UAS.”
Francisco Escartí
Managing Director,
Boeing Research & Technology Europe
President of Boeing UK, Sir Roger Bone, visits the ITM Power head office in Sheffield

REPORT AND FINANCIAL STATEMENTS
Clean Fuel
34
Materials Handling
Vehicles
ITM recently completed
the UK’s first trial of
hydrogen powered
materials handling
vehicles with Marks
& Spencer PLC
M&S Trial
At the end of March 2012, ITM
successfully completed a 6-week trial
with Marks & Spencer at their 1,000,000
sq ft Bradford distribution centre. The
trial aimed to assess the operational
benefits of hydrogen powered manual
handling vehicles (MHV) and was the
first trial of its kind in the UK. ITM’s
HFuel platform was deployed on site
and used to generate the hydrogen fuel
for supply to a small fleet of fuel cell
powered MHV’s including powered pallet
trucks (PPT’s) and a reach truck. ITM
also supplied the MHVs and fuel cells.
The fuel cell systems including hydrogen
tank, control system and power
electronics were packaged to fit in the
battery compartment of a conventional
vehicle – being a direct swap.
During the trial, HFuel generated
hydrogen for some 150 refuelling events
enabling the fuel cell MHV’s to operate
over a 24 hour shift pattern for the
duration of the trial. Both HFuel and the
vehicles maintained 100% availability for
the duration of the trial.
flexibility
HFuel is well suited to small fleet and
early “hydrogen highway” applications
of both fuel cell and hydrogen engine
vehicles (FCV and HICEV). It provides
high-purity hydrogen at 350 bar and
is based around a modular platform,
making for easy future expansion
permitting a staged rollout of hydrogen
fuel. The MHVs were fully refuelled in
90 seconds and ran for as long as 18
hours before refills. This compares
with the equivalent battery MHV’s
which require a battery change-out
between just 5 to 7 hours. The drivers
regarded the hydrogen MHVs very highly
as they improved their productivity
and eliminated the health and safety
requirements surrounding the manual
handling of heavy battery assemblies.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Clean Fuel
35
“We are excited to be trialling this solution
with a company like ITM Power, and with
a technology which has the potential
to drive significant carbon reductions
from our warehouse operations. If
we’re to achieve our ambitious goal of
becoming the world’s most sustainable
major retailer then we must continue
to innovate and push the boundaries in
every part of our business.”
Darrell Stein
Director of IT and Logistics for M&S

REPORT AND FINANCIAL STATEMENTS
Clean Fuel
36
UKH 2
Mobility
New government
and cross-industry
programme to make
hydrogen powered
travel in the UK a reality
“The UK has a number of world-class
companies that are developing exciting
technologies in both the hydrogen energy
and automotive value chains and it is
therefore vitally important that we
identify what is required to make these
cars a realistic proposition for UK
consumers.
UKH 2
Mobility will bring together
industry expertise to establish the
UK as a serious global player in the
manufacture and use of hydrogen fuel
cell electric vehicles and the supporting
infrastructure.”
Mark Prisk
Business Minister

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Clean Fuel
37
A ground breaking project to ensure
the UK is well positioned for the
commercial roll-out of hydrogen fuel cell
electric vehicles was launched in early
2012 by Business Minister Mark Prisk.
The new programme – UKH 2
Mobility
– brings together three Government
Departments and industrial participants
from the utility, gas, infrastructure and
global car manufacturing sectors.
The group will evaluate the potential for
hydrogen as a fuel for Ultra Low Carbon
Vehicles in the UK before developing an
action plan for an anticipated roll-out to
consumers in 2014/15. It aims to:
• Analyse in detail the specific UK case
for the introduction of hydrogen
fuel cell electric vehicles as one of a
number of solutions to decarbonise
road transport and quantify the
potential emissions benefits
• Review the investments required
to commercialise the technology,
including refuelling infrastructure
• Identify what is required to make the
UK a leading global player in hydrogen
fuel cell electric vehicle manufacturing
thereby paving the way for economic
opportunities to the UK, through the
creation of new jobs and boosting of
local economies

REPORT AND FINANCIAL STATEMENTS
Clean Fuel
38
ecoisland
A single island energy
system to demonstrate
how a future energy
system of smart
technologies could
be configured
The EcoIsland project brings together
within a single island energy system a critical
mass of smart energy technologies to
demonstrate how a future energy system
can be configured.
With renewable generation including wind,
solar, tidal and geothermal the island will
need to match supply and demand using
battery energy storage, hydrogen energy
storage and demand side management.
These technologies will be coordinated
centrally by smart grid technologies supplied
by IBM, Cable&Wireless Worldwide, SSE
and Toshiba.
ITM Power is the hydrogen fuel partner
and will supply hydrogen refuelling
equipment controlled by smart grid
technology to optimise both renewable
energy storage and the provision of fuel to
both fuel cell vehicles and Hydrogen Internal
Combustion Engine commercial vehicles.
The intention is that the island will also
be a showcase for advanced low emission
hydrogen vehicles being launched from 2013.

SMART GRID
balance & storag
ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Clean Fuel
39
USAGE
ENERGY STORAGE
RENEWABLE ENERGY
ONE
HYDROGEN
FUEL CELL
BUS
BUS
FUEL
CELL
HYDROGEN
ONE
FUEL CELL
CARS
SO TRANSIT
VANS
for delivery
delivery
for VANS
TRANSIT
SO OR
COMMERCIAL
HYDROGEN
HUB
HYDROGEN
STORAGE
Potential
of large scale
HYDROGEN
ELECTROLYSIS
for a range of
vehicles
WATER
Methane
Silage
Source of water &
PV ind Electricity
WIND
Turbines
Small Turbines
CARS
FUEL CELL
HUB
DATA CLOUD
SMALL
SCALE
HYDROGEN
for house
HYDROGEN
COMMERCIAL
STORAGE
HYDROGEN
vehicles
range of
e o
for a ELECTROLYSIS
for house
f r h HYDROGEN
SCALE
SMALL
SMALL SCALE
ORAGE
H STORAGE
SCALE
HOME SMALL REFUELLER
REFUELLER
HOME
FUEL
COOLING
HEATING
house
Potential
SMART GRID
large of
f l e scale
HYDROGEN
BATTERY
PV
Commercial PV
Domestic PV
FUEL CELL
CAR
HEAT
COOLING
FUEL
SMART
HOME
HYDROGEN
FUEL CELL
back to the
house
Solar PV
Wind Technology
Smart Meter
Solar Thermal
SMART GRID
HYDROGEN SMART GRID
Energy Storage / Clean Fuel
TIDAL
Turbines
R+D Centre
(HORST)
WASTE
Methane
back
to the
FUEL CELL
HYDROGEN
CAR
“The collection of technologies that we
are bringing together on EcoIsland
will provide the total energy solution
for tomorrow’s world. Hydrogen and
ITM Power’s technology will be integral
to proving that renewable energy can
be utilized effectively despite being
intermittent.
Using wind energy to decarbonise the
transport system on the island is a
fantastic prospect.”
David Green
EcoIsland Founder

41
PRODUCTS
FROM TECHNOLOGY
DEVELOPER TO
PRODUCT SUPPLIER
“The world has a huge problem, it has to
decarbonise energy, and energy is the
largest market on the planet. That huge
problem is a massive opportunity for
UK industry; we should be making the
equipment that other people are using
to generate wealth for the UK, and at the
same time, decarbonise the planet, so all
the arrows can be in the right direction
for the UK.”
Dr Graham Cooley
CEO, ITM Power Plc

REPORT AND FINANCIAL STATEMENTS
Products
42
Product range
“We are thinking about a number of
around 10,000 cars per year, but we also
have to think about the infrastructure,
if the infrastructure is not prepared, how
can we sell the cars? So we are working
together, like today [at All Energy 2012].
We have the hydrogen here and cars
here...together.”
Sae Hoon Kim
Manager, Hyundai Motor Company

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Products
43
At the heart of every electrolyser
system is a stack. This key component
provides the mechanical and electrical
environment where water is split into
hydrogen and oxygen. ITM Power has
invested significant effort in the design,
assembly methodology and testing of
its stacks to achieve robust and reliable
platforms. Significant intellectual property
has been generated and successfully
deployed during this process.
In addition to the stack, an electrolyser
product requires numerous additional
attributes including dedicated balance
of plant, control system and packaging.
All of this must be achieved against a
background of compliance in order
to gain the CE mark required for
commercial sale in the EU.
The ITM Power team is well equipped
to navigate the product development
process having successfully initiated the
trial of the HFuel hydrogen refuelling
system in March 2011 and established
three new CE marked electrolyser
products – turning technology into viable
products.
PRODUCT COMPLIANCE
POWER
SYSTEM
WATER
SYSTEM
STACK
GAS
SYSTEM
CONTROL
COMMS

REPORT AND FINANCIAL STATEMENTS
Products
44
GRIDGAS
1MW Energy Storage Product
ITM Power has developed a 1MW energy
storage product. The unit has a response
time of 1 second and will load follow
a variable power input profile. Most
large scale electrolysers based on alkali
technology need to be either left on
or can only be turned down to between
10%-20% of their capacity. The ITM
technology can be turned fully off and
be brought back to full load in 1 second.
The 1MW system consists of 16 x 65kW
units which can each be controlled
separately. Each unit may be turned on or
off and the individual units can be ramped
from 100% load to 0% load allowing for
maximum flexibility and input following.
The system can generate hydrogen
from 6-80 bar in self pressurising mode
eliminating the need for a compressor and
buffer store. This means that the unit can
be used as a coupled transducer between
the power and gas networks from the low
to high pressure network.
Technology Strategy Board
Feasibility Study
ITM Power is collaborating in a
partnership which includes the Scottish
Hydrogen Fuel Cell Association (SHFCA),
and Kiwa Gastec at CRE (Gastec), on
the £164k feasibility study. The project
includes preliminary logistical research,
system research, creation of a generation
model and the simulation of hydrogen
production at a single wind farm.
“ITM Power’s technology is ready at
the 1MW level and we are very excited
about energy storage using the injection
of hydrogen directly into the gas grid.
Managing renewables is about harvesting
and utilising the maximum amount
of energy possible. Generating green
hydrogen and injecting it directly into
the gas main grid is an excellent way of
solving the renewable intermittency
quandary.”
Dr Graham Cooley
CEO, ITM Power Plc

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Products
45
WIND SOLAR BIOMASS
Figure 4
power to gas
GREEN ENERGY
Can be drawn from
different sources
SYNTHETIC METHANE
The hydrogen and carbon
are converted to methane
in an exothermic reaction
H
H
C
H
H
ELECTROLYSIS
Splits water into
its hydrogen and
oxygen components
CONSUMER
CH 2
H 2
BIOMETHANE
GAS STORAGE
BIOMETHANE
The acquired synthetic methane
is fed into our gas grid or stored
in tanks, thereby offering a
constant gas supply

46
EVENTS
BUILDING PRODUCT AND
BRAND AWARENESS ON
AN INTERNATIONAL STAGE
“It’s the biggest hydrogen fuel cell trade
fair in Europe. It is the first time ever
that at a trade fair show, a company not
only presented the refuelling of vehicles,
but also presented the production of the
hydrogen fuel, on the spot, for the visitors
to see.”
Tobias Renz
Managing Director, Hannover Fair

REPORT AND FINANCIAL STATEMENTS
EVENTS
48
HANNOVER MESSE 2012
April 23-27 2012
Hannover, Germany
The five-day show was all about the
global megatrends of energy and
environmental technologies, mobility
and urbanisation.
“People are coming here now, not to look
at technology, but to buy solutions.”
Dr Graham Cooley
CEO, ITM Power Plc

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
EVENTS
49
New business powered by
green technologies
End-of-Show Report taken from
www.hannovermesse.de
Hannover Messe 2012 delivered top
performance on all fronts: “All the right
topics, a further rise in participation
from abroad and highly satisfied
exhibitors – this year’s Hannover
Messe added up to a complete
success,” commented Dr. Wolfram
von Fritsch, Chairman of the Managing
Board of Deutsche Messe, at the press
conference on the last day of the
show. “Hannover Messe has triggered
a new wave of business for industrial
enterprises. The show’s 5,000 exhibitors
will now have their work cut out for
them.”
The five-day show provided a ringing
endorsement of the organiser’s efforts
to align the event with the global
megatrends of energy and environmental
technologies, mobility and urbanization.
“The new themes launched at Hannover
Messe over the past several years are
now at the forefront of interest and are
energizing the entire show. This means
that our long-term strategy is proving
to be right on target,” said von Fritsch.
The show also demonstrated that
industry has embraced the outstanding
opportunities created by the energy
shift. “Industry has the expertise
required; now it’s time to get moving
on implementation,”

REPORT AND FINANCIAL STATEMENTS
EVENTS
50
All energy 2012
23 - 24 May 2012
Aberdeen, Scotland
All-Energy 2012 in Aberdeen was a
turning point for Hydrogen in Scotland.
Alex Salmond, First Minister for Scotland
refuelled a Hyundai Fuel Cell vehicle
using ITM Power’s HFuel technology
and hailed a new Renewable Hydrogen
Fuel age for Scotland.
All-Energy 2012 has now closed,
but most certainly earned its title of
the UK’s largest renewable energy
exhibition and conference. Showcasing
the complete range of renewable and
sustainable technologies and with a
world-class multi-stream conference
alongside, it once again provided the
ideal opportunity for seeing the latest
cutting edge solutions – and meeting the
men and women behind them; sourcing
new partners and suppliers, participating
in unparalleled networking and keeping
up-to-date with this rapidly evolving and
increasingly important sector.
The figures speak for themselves –
some 580 exhibiting companies from 19
countries occupying a record breaking
7,000m 2 (net) with an additional 700m
outside for displays, demonstrations
and ‘Ride and Drive’; total attendance
of 8322 – an increase of 8%; and over
300 speakers in the conference and
seminar programme. The show got
off to a flying start on 23 May with
a ‘dream team’ of plenary session
speakers including the new Lord Provost
of Aberdeen – Lord Provost George
Adam; the First Minister of Scotland,
Alex Salmond MSP; Charles Hendry
MP, Minister of State for Energy, DECC;
Keith Anderson, Chief Corporate
Officer, Scottish Power; David Gartside,
Board Member, Health and Safety
Executive; and three five-minute
quick-fire presentations from Gamesa,
The Crown Estate, and ITM Power.
“If you’d said to me maybe five years ago
that there would come a time where
you would be driven by a government
minister in a fuel cell car that’s
production ready, powered by hydrogen
that’s made from renewable electricity,
from the Scottish seas, I would have said,
not in my lifetime matey! So, it is time to
wake up, and smell the hydrogen”
Quentin Willson
Leading Motor Industry Spokesman

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
EVENTS
51
Energy Institute, Energy Storage, London » Hydrogen
and Fuel Cells Showcase, London » Supergen,
Birmingham » EEF National Conference » Get Up To
Speed, Sheffield » Renewable UK, Manchester » IET –
Energy Storage: A Pragmatic Approach, London »
Renewable UK, Manchester » Smart Hydrogen and Fuel
Cell Power, Birmingham » IPEE/Electrex 2012
Conference and Exhibition, Birmingham » Motorexpo:
Drive the Future, London » World Hydrogen
Technologies Convention, Glasgow » DSEi Military,
London » Pitch Live, London » NextGen Expo,
Warwickshire » Innovate 11, London
H 2
Expo, Hamburg » FCell, Stuttgart » 6th International
Renewable Energy Storage Conference and Exhibition
(IRES 2011), Berlin » International Sumitt for the Storage
of Renewable Energy, Dusseldorf » NOW-Workshop
„Marktplatz Zulieferer Brennstoffzellentechnologie:
Leitmärkte Automobile & Telekommunikation“, Berlin
The Business Of Storage For Renewable Electricity,
Brussels » FuelCell Europe: “Energy Efficiency: When
Fuel Cells are Best in Class”, Brussels » Fuel Cells &
Hydrogen Joint Undertaking – Stakeholders General
Assembly, Brussels
Fuel Cell Seminar and Exposition, Florida
Hydrogen and Fuel Cells 2011: International Conference
and Exhibition, Vancouver

53
Communications
spreading the
global message

REPORT AND FINANCIAL STATEMENTS
Communications
54
INTERNATIONAL SITES
In addition to the ITM Power corporate
website, we are now pleased to offer
a number of European language specific
sites. With sites tailored for the German,
French and Spanish markets, our
portfolio of content that is available for
international customers continues to
expand.
This last year has seen our full product
range achieving CE compliance. The CE
mark is one of the key measures for
product readiness; signifying compliance
with EU Directives and therefore
enabling free movement within the
European Market. It is therefore vital
that as our international presence grows
that we offer region specific content.
project SITES
ITM Power is proud to contribute our expertise and technology to a number of high profile partner projects. Here are a sample
of some of the diverse and cutting-edge projects we are presently involved with.
The creo project
www.creoproject.com
CREO aims to improve and re-optimise the
engine and after-treatment as a complete
system, meeting legislative, customer and
business requirements while minimising CO 2
levels. This will be achieved through the use
of novel after-treatment techniques, the
on-board generation and use of hydrogen
and the development and application of new
optimisation tools.
safeflame
www.safeflameproject.eu
The SafeFlame EU project addresses key
safety issues in the huge global market of
brazing and joining.
The unique features of the SafeFlame
technology bring major safety improvements
and cost benefits to the sector.
GRidgas
www.gridgas.co.uk
The GridGas project is an engineering
feasibility study aimed at identifying the
technological, financial and operational issues
around the injection of hydrogen – generated
from excess green energy supply – into the
UK gas network.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Communications
55
OUR Social MEDIA PRESENCE
ITM Power has continued to expand our
social media presence throughout the past
year. Through the use of social media, we
have access to information, prospects and
alliances worldwide.
By promoting our events and news through
social media channels we are actively driving
traffic to our corporate and international
websites.

STATEMENTS
12FINANCIAL
YEAR ENDED 30 APRIL 2012

REPORT AND FINANCIAL STATEMENTS
DIRECTORS’ REPORT
58
DIRECTORS’ REPORT
The directors present their annual report on the affairs of the Group and Company,
together with the financial statements and auditor’s report, for the year ended
30 April 2012.
PRINCIPAL ACTIVITY
The principal activity of the Group is the design and manufacture of Hydrogen Energy
Systems for Energy Storage and Clean Fuel production. The principal activity of the
Company is that of a holding company.
The subsidiary and associated undertakings principally affecting the profits or net
assets of the Group in the year are listed in note 27 to the financial statements.
REVIEW OF DEVELOPMENTS AND FUTURE PROSPECTS
The Group is required by the Companies Act to include a business review in this
report which is contained within the Chairman’s statement on page 11 and the Chief
Executive Officer’s statement on pages 12 to 15.
The Group has continued developing the technology to produce hydrogen by
electrolysis from centralised on-grid sustainable energy resources, local off-grid
renewable energy sources, and its reconversion using fuel cells, internal combustion
engines or as an alternative to Natural Gas.
The Group measures performance by product order intake and by the achievement
of technical improvements within the key indicator of cash burn as indicated below
in Principal Risks and Uncertainties.
During the year, ITM Power established a 100% owned subsidiary, ITM Power GmbH,
to accelerate commercial development in the key German market.
RESEARCH AND DEVELOPMENT
During the year the Group incurred research and development related costs
of £4,745,000 (2011 – £3,356,000).
PRINCIPAL RISKS AND UNCERTAINTIES
Commercial Risk
The principal commercial risks to the Group are as follows:
• the risk that the Group does not achieve sufficient commercial success before
existing competitors or new entrants;
• the risk that the alternative technologies are adopted in preference to the Group’s
technology;
• the risk that energy policy changes could adversely affect the commercial traction
the Group has started to achieve; and
• the risk that regulatory changes could adversely affect the commercial success
of the Group.
The board of directors meet regularly to review the risks that face the company
and strive to position the group and company in a way that any risks can be
minimised and met, should the need arise.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
DIRECTORS’ REPORT
59
DIRECTORS’ REPORT
Financial Risk
Management considers the financial health of the Group by looking at the overall
level of cash and short-term deposits and operating cash flows. As at 30 April 2012,
the Group had cash, cash equivalents and short term deposits totalling £6,560,000
(2011 – £12,159,000) and the net cash outflow for the year was £5,599,000
(2011 – £4,773,000).
The Group’s activities expose it to a number of financial risks including interest rate
risk, cash flow risk and liquidity risk. The use of financial instruments is governed by the
Group’s policies approved by the board of directors, which provide written principles
on the use of financial instruments to manage these risks. The Group does not use
derivative financial instruments for speculative purposes.
Interest Rate Risk
The Group financial assets include sterling cash deposits and cash at bank and in hand
which are part of the financing arrangements of the Group. The sterling cash deposits
comprise amounts placed on deposit at fixed interest rates for periods of up to one year
and at call. The Group seeks to maximise interest receipts within these parameters.
Interest receipts are earned on deposits at the prevailing rate. The Group’s policy
throughout the periods presented has been to minimise the risk by placing funds in low
risk cash deposits but to also maximise the return on funds placed on deposit.
Cash Flow Risk
Interest bearing assets are held in variable rate deposits to take advantage of best
market rates.
Liquidity Risk
In order to maintain liquidity to ensure that sufficient funds are available for ongoing
operations and future developments, the Group uses equity finance. Information about
the use of financial instruments by the company and its subsidiaries is given in note 20
to the financial statements.
GOING CONCERN
The directors have prepared a business plan, which includes forecasts for a period
to 31 October 2013 and beyond, which take account of the risks and uncertainties
described above as well as the continuing uncertain macro-economic outlook.
These forecasts include a number of key assumptions, including the anticipated level of
sales and the level of grant funding. In addition, the forecasts show that the group and
company need to secure additional funding to capitalise on the opportunities described
in the Chief executive officer’s statement.
Consequently, ITM is currently undertaking an equity fund raising process in order to
raise the required level of additional funding, £5 million of which has been underwritten.
The directors have a reasonable expectation that the amount that has been
underwritten, together with the existing cash reserves, would provide ITM with
sufficient cash to enable the Group and Company to meet their liabilities as they fall due
for a period of at least 12 months from the date of approval of this report. Accordingly,
they have prepared these financial statements on the going concern basis.

REPORT AND FINANCIAL STATEMENTS
DIRECTORS’ REPORT
60
DIRECTORS’ REPORT
DIVIDENDS
The directors do not recommend a dividend payment for the year (2011 – £nil).
DIRECTORS
The following Directors served throughout the year and subsequently:
Dr S Bourne
Dr G Cooley
The Rt Hon Lord R Freeman
Mr P Hargreaves
Prof R Putnam
The directors who served during the year and their interests in the shares of ITM
Power Plc (including those of their spouse or civil partner and children under the
age of 18) were as follows.
No. of ordinary shares of
5p each at 30 April 2012
No. of ordinary shares of
5p each at 30 April 2011
Dr S Bourne 326,830 326,830
Dr G Cooley 251,256 229,649
The Rt Hon
Lord R Freeman
5,000 5,000
Mr P Hargreaves 8,775,310 8,775,310
Prof R Putnam 27,129 27,129
DIRECTORS’ INDEMNITIES
The Company has made qualifying third party indemnity provisions for the benefit
of its directors, which were made during the prior year and remain in force at the
date of this report.
SUPPLIER PAYMENT POLICY
The Group’s policy is to settle terms of payment with suppliers when agreeing
the terms of each transaction, ensure that suppliers are made aware of the terms
of payment and abide by the terms of payment. Trade creditors of the Group at
30 April 2012 were equivalent to 28 (2011 – 16) days’ purchases, based on the
average daily amount invoiced by suppliers during the year.
CHARITABLE AND POLITICAL CONTRIBUTIONS
During the year, the Group made no charitable or political donations (2011 – £nil).

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
DIRECTORS’ REPORT
61
CORPORATE SOCIAL RESPONSIBILITY
Health, Safety and the Environment
The products of ITM Power are designed to reduce the carbon
footprint of our customers’ energy process and, in particular,
enhance the utilisation of sources of renewable energy that
would otherwise be wasted.
In our production processes we adhere to the highest
standards of accreditation and have held ISO 14001
Environmental accreditation since 2009. We have also held
BS OHSAS 18001 Health and Safety accreditation since 2009.
Key Employment Policies
We have consistently sought to recruit and retain the best
employees in our sector and this has contributed to the
advancement and successes of the products we manufacture
to date. We also recognise the importance of employee
retention and we offer our staff benefits regarding childcare
and cycle purchase schemes as well as formal training relevant
to the roles. We believe this maintains high levels of employee
satisfaction and motivation. In addition to on-the-job training,
nine employees were working towards a formal qualification
in the past year.
Social and Community Responsibilities
The Group encourages recycling and a care for the
environment in which we operate. We attempt to recycle
as much equipment as possible, either by reselling research
equipment for which we no longer have use or by donating
used computers to schools.
SUBSTANTIAL SHAREHOLDINGS
On 30 June 2012 the Company had been notified, in accordance with chapter 5 of the Disclosure and Transparency Rules,
of the following voting rights as a shareholder of the Company.
Name of holder
Percentage of voting rights
and issued share capital
Number of
ordinary shares
D J Highgate 10.80% 11,972,728
P Hargreaves 7.92%* 8,775,310
Allianz Global Investors 7.81% 8,661,897
J A Lloyd 7.78% 8,621,456
J A D Wreford 4.90% 5,431,363
* of this total 3,439,000 are held by a discretionary trust on behalf of the shareholder..
AUDITOR
Each of the persons who is a director at the date of approval
of this annual report confirms that:
• so far as the director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
• the director has taken all the steps that he ought to have
taken as a director to make himself aware of any relevant
audit information and to establish that the Company’s
auditor is aware of that information.
Deloitte LLP have expressed their willingness to continue in
office as auditor and a resolution to reappoint them as auditor
will be proposed at the forthcoming Annual General Meeting.
Approved by the Board and signed on its behalf by:
Dr Graham Cooley
Director
This confirmation is given and should be interpreted in
accordance with the provisions of s418 of the Companies
Act 2006.

REPORT AND FINANCIAL STATEMENTS
Corporate governance report
62
Corporate governance report
PRINCIPLES OF CORPORATE GOVERNANCE
ITM Power Plc (the “Company”) is committed to high standards of Corporate Governance. The Board is accountable to the
Company’s shareholders for good governance in its management of the affairs of the Group. The Directors acknowledge the
importance of the principles of corporate governance contained in the Combined Code. As an AIM quoted company, ITM Power
is not obliged to comply with the full requirements of the Combined Code however the Board intend to comply with its main
provisions as far as reasonably practicable having regard to the size of the Group.
The Board recognises the importance to shareholders of Corporate Governance disclosure and to this end the Company has
developed a set of disclosures that it feels are consistent with the Group’s size and the constitution of the Board and intend to
continue to develop these disclosures as the Group grows.
The Directors intend to comply with Rule 21 of the AIM Rules relating to directors’ dealings as applicable to AIM companies
and will also take all reasonable steps to ensure compliance by the Group’s applicable employees.
THE BOARD
The Board currently comprises the following members who are also members of the following committees of the Board:
Director
Role
Remuneration
Committee
Audit Committee
Nominations
Committee
Executive
Committee
Dr S Bourne
Dr G Cooley
Chief Technology
Officer
Chief Executive
Officer
• •
• •
The Rt Hon
Lord R Freeman
Mr P Hargreaves
Prof R Putnam
Non-Executive
Director
Non-Executive
Director
Non-Executive
Chairman
• •
• • •
• • •
BALANCE OF THE BOARD
ITM Power Plc has a separate Chairman and Chief Executive Officer, each having his own separate responsibilities. The Chairman
is responsible for the effective working of the Board and the Chief Executive Officer is responsible for all operational matters
and the financial performance of the Group. The Board is balanced, both numerically and in experience, with the intention that
no individual or small group of individuals should be able to dominate decision-making. The Board has not appointed a Senior
Independent Director. However, any of the Non-Executive Directors are available on request as a conduit of communication
to the Board in the event that the Chairman and/or the Chief Executive Officer are not appropriate conduits for shareholder
concerns and issues.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Corporate governance report
63
MATTERS RESERVED TO THE BOARD’S ATTENTION
The Board has a formal schedule of matters reserved for its decision covering the
following areas:
• Management structure and appointments
• Strategic/Policy considerations
• Material transactions
• Finance
• General governance and capital matters
COMMITTEES
The Board operates through clearly identified Board committees to which it
delegates certain powers. These are the Remuneration Committee, the Audit
Committee, the Nominations Committee and the Executive Committee. They are
properly authorised under the constitution of the Company to take decisions and
act on behalf of the Board within the guidelines and delegations laid down by the
Board. The Board is kept fully informed of the work of these committees and each
committee has access and support from the Company Secretary. Any issues requiring
resolution are referred to the full Board. A summary of the operations of these
Committees is set out below.
The Remuneration Committee’s role is to determine and recommend to the Board
the terms and conditions of service, the remuneration and grant of options to
Executive Directors under the EMI scheme adopted by the Company.
The Audit Committee’s primary responsibilities are to monitor the quality of
internal control, ensuring that the financial performance of the Company is properly
measured and reported on and for reviewing reports from the Company’s auditor
relating to its accounting and internal controls in all cases having due regard to the
interests of the shareholders.
The Nominations Committee leads the process for Board appointments. It vets and
presents to the Board potential new Directors, particularly Non-Executives. All new
appointees undergo a rigorous nomination process before the Board agree on their
appointment.
The Executive Committee comprises Prof. Roger Putnam as Chairman, Dr Graham
Cooley (CEO), Dr Simon Bourne (CTO) and Barry Cunliffe (CFO). The Committee
regularly meets to consider business development, management issues and the
financial performance of the Company.
A copy of the Terms of Reference for these committees and the terms of
appointment of each of the Non-Executive Directors can be obtained by
contacting the Company Secretary at the Company’s Head Office.
In addition, the Board receives reports and recommendations from time
to time on matters, which it considers significant to the Group.

REPORT AND FINANCIAL STATEMENTS
Corporate governance report
64
Corporate governance report
BOARD MEETINGS
The Board scheduled 4 meetings in the year ended 30 April 2012 and additional meetings were convened when required.
The table below shows the attendance of Directors at regular Board meetings and at meetings of the Committees during
the year.
The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its
duties.
Regular Board Meetings Remuneration Committee Audit Committee
No. of meetings held 4 2 1
Non-Executive Directors
The Rt Hon
Lord R Freeman
4
2 1
Mr P Hargreaves 3 2 1
Prof. R Putnam (Chairman) 4 2 1
Executive Directors
Dr S Bourne 4 n/a n/a
Dr G Cooley 4 n/a n/a
BOARD PERFORMANCE APPRAISAL
With the full support of the Board, the Chairman leads an evaluation of the performance of the Board and its Committees on a
yearly basis. The last review concluded that the Board and its Committee are currently effective and each Director continues to
demonstrate commitment to their role.
RE-ELECTION OF DIRECTORS
New Directors are subject to election at the first Annual General Meeting of the Company following their appointment. In addition,
all Directors who have been in office for three years or more since their election or last re-election are required to submit
themselves for re-election at the Annual General Meeting of the Company. At each Annual General Meeting of the Company all
those Non-Executive Directors who have been in office for nine years or more since the date on which they were originally elected
as a Non-Executive Director of the Company are required to retire from office, but may stand for re-appointment.
BOARD INDEPENDENCE
The Board recognises that Peter Hargreaves’ shareholding is a factor which, under the Combined Code, may appear to impair his
independence. However, the Board considers all the Non-Executive Directors to be independent in character and judgement. The
Non-Executive Directors have provided excellent independent advice and challenge throughout the year. In concluding that all its
Non-Executive Directors are independent the Company considered, inter-alia, the fact that all of the Non-Executive Directors are
directors of other corporations and are not reliant on any shares or share options they hold in, or income they receive from, ITM
Power Plc.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Corporate governance report
65
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for the Group’s system of internal control. Such a system
can only be designed to manage rather than eliminate the risk of failure to achieve
business objectives and can provide only reasonable, and not absolute, assurance
against material misstatement or loss. Whilst it would not be practical for the
Group, given its size, to maintain a dedicated Internal Audit function these internal
controls are reviewed periodically to check that they are operating as planned. The
Group also has in place processes to deal with the identification, assessment and
management of major business risks and tests these processes periodically. These
processes and their controls are reviewed by the Executive Committee and, where
appropriate, the Board.
RELATIONS WITH SHAREHOLDERS
The Company values the views of shareholders and recognises their interests in the
Group’s strategy and performance.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders rests
with the Chief Executive Officer, who makes himself available to meet shareholders
for this purpose. Press coverage packs and analyst notes are made available to
the Board at each regular Board meeting. The Chief Executive Officer is often
accompanied at investor presentations by either the Chairman or the Chief Financial
Officer. Shareholder communication is mainly co-ordinated by the company’s
Corporate Communications Consultants, Tavistock Communications Limited. ITM
Power is committed to maintaining a good dialogue with shareholders through proactively
organising meetings and presentations with fund managers, retail brokers
and analysts, as well as responding to a wide range of enquiries. The Company also
recognises the importance of communicating appropriately any significant company
developments, this is done via the Stock Exchange Regulatory News Service that can
be accessed through the Company’s new website.
The Company reports to shareholders twice a year. The report and accounts
are available on the Company’s website: www.itm-power.com. All shareholders
are encouraged to attend the Company’s Annual General Meeting, at which the
Chairman gives an account of the progress of the business over the year and provides
the opportunity for shareholders to ask questions. The Board attends the meeting
and is available to answer questions from shareholders present.
In all communications and events, care is taken to ensure that no price sensitive
information is released and that any price sensitive information is released to all
shareholders at the same time in accordance with AIM Rules.
AUDITOR INDEPENDENCE
The Group and Company seek to ensure the independence of its Auditor by limiting
the non-audit work it performs. The Group and Company uses a range of advisors
to give specialist advice in relevant areas.

REPORT AND FINANCIAL STATEMENTS
DIRECTORS’ RESPONSIBILITIES STATEMENT
66
DIRECTORS’
RESPONSIBILITIES
STATEMENT
By order of the Board
Dr. Graham Cooley
Chief Executive Officer
The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial
year. Under that law the directors are required to prepare the group financial
statements in accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union and have elected to prepare the parent company
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
Under company law the directors must not approve the accounts unless they are
satisfied that they give a true and fair view of the state of affairs of the company and
of the profit or loss of the company for that period.
In preparing the parent company financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
In preparing the group financial statements, International Accounting Standard 1
requires that directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information;
• provide additional disclosures when compliance with the specific requirements
in IFRSs are insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the entity’s financial position and
financial performance; and
• make an assessment of the company’s ability to continue as a going concern.
The directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the company’s transactions and disclose with
reasonable accuracy at any time the financial position of the company and enable
them to ensure that the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the company and hence
for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The directors are responsible for the maintenance and integrity of the corporate
and financial information included on the company’s website. Legislation in the United
Kingdom governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ITM POWER PLC
67
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
OF ITM POWER PLC
Stuart Henderson
(Senior Statutory Auditor)
For and on behalf of
Deloitte LLP
Chartered Accountants
and Statutory Auditor
Cambridge, United Kingdom
19 July 2012
We have audited the financial statements of ITM Power Plc for the year ended 30
April 2012 which comprise the Consolidated Income Statement, the Consolidated
and Company Balance Sheets, the Consolidated Statement of Changes in Equity,
the Consolidated Cash Flow Statement, and the related notes 1 to 34. The financial
reporting framework that has been applied in the preparation of the group financial
statements is applicable law and International Financial Reporting Standards (IFRSs)
as adopted by the European Union. The financial reporting framework that has been
applied in the preparation of the parent company financial statements is applicable
law and United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, the directors
are responsible for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility is to audit and
express an opinion on the financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those standards require us to
comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to
the Group’s and the Parent Company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-financial information in
the annual report to identify material inconsistencies with the audited financial
statements. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.

REPORT AND FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ITM POWER PLC
68
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
OF ITM POWER PLC (contd.)
Opinion on financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s affairs
and of the Parent Company’s affairs as at 30 April 2012 and of the Group’s loss for
the year then ended;
• the Group’s financial statements have been properly prepared in accordance with
IFRSs as adopted by the European Union;
• the Parent Company’s financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for our
audit have not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting
records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
CONSOLIDATED INCOME STATEMENT
69
CONSOLIDATED INCOME STATEMENT
(YEAR ENDED 30 APRIL 2012)
Note 2012 2011
£’000s
£’000s
Revenue 5 480 8
Cost of Sales (297) (6)
Gross Profit 183 2
Operating Costs
– Research and development (4,745) (3,356)
– Prototype production and engineering (992) (1,404)
– Sales and marketing (477) (514)
– Administration (1,472) (1,956)
Other Operating Income
– Grant Income 5 985 615
– Other Income 5 – 61
Loss from operations (6,518) (6,552)
Investment revenues 5 45 155
Loss before tax (6,473) (6,397)
Tax 8 230 625
Loss for the year, being total comprehensive
expense for the year
6 (6,243) (5,772)
Loss per share
Basic and diluted 9 (5.6p) (5.4p)
All results presented above are derived from continuing operations.

REPORT AND FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
70
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(YEAR ENDED 30 APRIL 2012)
Called
up share
capital
Share
premium
account
Merger
reserve
Retained
loss
Total equity
£’000s £’000s £’000s £’000s £’000s
At 1 May 2010 5,142 36,277 (1,973) (20,983) 18,463
Issue of shares 387 55 – – 442
Credit to equity for
share-based payments
Loss, being total comprehensive
expense for the year
– – – 631 631
– – – (5,772) (5,772)
At 30 April 2011 5,529 36,332 (1,973) (26,124) 13,764
At 1 May 2011 5,529 36,332 (1,973) (26,124) 13,764
Issue of shares 20 81 – – 101
Credit to equity for
share-based payments
Loss, being total comprehensive
expense for the year
– – – 83 83
– – – (6,243) (6,243)
At 30 April 2012 5,549 36,413 (1,973) (32,284) 7,705

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
CONSOLIDATED BALANCE SHEET
71
CONSOLIDATED BALANCE SHEET
(30 APRIL 2012)
Note 2012 2011
£’000s
£’000s
Non Current Assets
Property, plant and equipment 10 1,232 1,426
Current Assets
Inventories 12 12 –
Trade and other receivables 13 891 1,155
Cash and cash equivalents 13 1,560 12,159
Short-term deposits 5,000 –
Total Current Assets 7,463 13,314
Current Liabilities
Trade and other payables 14 (990) (976)
Net Current Assets 6,473 12,338
Net Assets 7,705 13,764
Equity
Called up share capital 15 5,549 5,529
Share premium account 36,413 36,332
Merger reserve (1,973) (1,973)
Retained loss (32,284) (26,124)
Total Equity 7,705 13,764
The financial statements of ITM Power Plc, registered number 5059407, were approved by the Board of Directors and authorised
for issue on 18 July 2012.
Signed on behalf of the Board of Directors
Dr Graham Cooley
Director

REPORT AND FINANCIAL STATEMENTS
CONSOLIDATED CASH FLOW STATEMENT
72
CONSOLIDATED CASH FLOW STATEMENT
(YEAR ENDED 30 APRIL 2012)
Note 2012 2011
£’000s
£’000s
Net Cash Used in Operating Activities 16 (5,276) (4,588)
Investing Activities
Interest received 45 155
Proceeds on disposal of property, plant and equipment 7 –
Purchases of property, plant and equipment (476) (1,193)
Grants received relating to property, plant and equipment – 411
Cash placed on interest earning deposit (5,000) –
Net cash used in investing activities (5,424) (627)
Finance Activities
Issue of ordinary share capital 101 442
Net cash from financing activities 101 442
Decrease in cash and cash equivalents (10,599) (4,773)
Cash and cash equivalents at the beginning of year 12,159 16,932
Cash and cash equivalents at the end of year 1,560 12,159

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
73
NOTES to the
consolidated
financial statements
1. GENERAL INFORMATION
ITM Power Plc is a company incorporated in England and Wales under the
Companies Act 2006. The registered office is at 22 Atlas Way, Sheffield, South
Yorkshire S4 7QQ. The nature of the Group’s operations and its principal activities
are disclosed in the Directors’ Report.
These financial statements are presented in pounds sterling because that is the
currency of the primary economic environment in which the Group operates.
2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL
REPORTING STANDARDS
The following new and revised Standards and Interpretations have been adopted
in the current year. Although their adoption has not had any significant impact on
the amounts reported in these financial statements it may impact the accounting
for future transactions and arrangements.
Standards Affecting Presentation and Disclosure
Amendment to IFRS 1 (Jan. 2010)
IAS 24 (revised Nov. 2009)
Improvements to IFRSs 2010
(May 2010)
Amendments to IFRIC 14
(Nov. 2009)
IFRIC 19
Limited Exemption from Comparative
IFRS 7 Disclosures for First-time
Adopters
Related Party Disclosures
Improvements to IFRSs 2010
Prepayments of a Minimum Funding
Requirement
Extinguishing Financial Liabilities with
Equity Instruments

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
74
NOTES to the
consolidated
financial statements
At the date of authorisation of these financial statements, the following Standards
and Interpretations which have not been applied in these financial statements were
in issue but not yet effective:
Annual Improvements to IFRSs: Annual Improvements to IFRSs: 2009-11
2009-2011 Cycle (May 2012)
Amendments to IFRS 1 (March Government Loans
2012)
Amendments to IAS 32 Improvements to IFRSs 2010
(Dec 2011)
Offsetting Financial Assets and Financial
Liabilities
Amendments to IFRS 7 (Dec 2011) Disclosures – Offsetting Financial
Assets and Financial Liabilities
IFRS 9
Financial Instruments
Amendments to IAS 1 (June 2011) Presentation of Items of Other
Comprehensive Income
IAS 19 (revised June 2011) Employee Benefits
IFRS 13
Fair Value Measurement
IFRS 12
Disclosure of Interests in Other Entities
IFRS 11
Joint Arrangements
IFRS 10
Consolidated Financial Statements
IAS 28 (revised May 2011) Investments in Associates and Joint
Ventures
IAS 27 (revised May 2011) Separate Financial Statements
Amendments to IAS 12 (Dec 2010) Deferred Tax: Recovery of Underlying
Assets
Amendments to IFRS 1 (Dec 2010) Severe Hyperinflation and Removal of
Fixed Dates for First-time Adopters
Amendments to IFRS 7 (Oct 2010) Disclosures – Transfers of Financial
Assets
IFRIC 20
Stripping Costs in the Production Phase
of a Surface Mine
The directors do not expect that the adoption of the standards listed above will have
a material impact on the financial statements of the Group in future periods, except
as follows:
• IFRS 9 will impact both the measurement and disclosures of Financial Instruments;
• IFRS 12 will impact the disclosure of interests ITM Power Plc has in other entities;
• IFRS 13 will impact the measurement of fair value for certain assets and liabilities
as well as the associated disclosures.
Beyond the information above, it is not practicable to provide a reasonable estimate
of the effect of these standards until a detailed review has been completed.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
75
NOTES to the consolidated financial statements
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements have also been prepared in
accordance with IFRSs adopted by the European Union.
The financial statements have been prepared on the historical
cost basis. The principal accounting policies adopted are set
out below.
Going Concern
The directors have prepared a business plan, which includes
forecasts for a period to 31 October 2013 and beyond, which
take account of the risks and uncertainties described above as
well as the continuing uncertain macro-economic outlook.
These forecasts include a number of key assumptions, including
the anticipated level of sales and the level of grant funding. In
addition, the forecasts show that the group and company need
to secure additional funding to capitalise on the opportunities
described in the Chief executive officer’s statement.
Consequently, ITM is currently undertaking an equity fund
raising process in order to raise the required level of additional
funding, £5 million of which has been underwritten.
The directors have a reasonable expectation that the amount
that has been underwritten, together with the existing cash
reserves, would provide ITM with sufficient cash to enable the
Group and Company to meet their liabilities as they fall due for
a period of at least 12 months from the date of approval
of this report.
Accordingly, they have prepared these financial statements
on the going concern basis.
Basis of Consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 30 April each year.
Control is achieved where the Company has the power to
govern the financial and operating policies of an investee entity
so as to obtain benefits from its activities.
All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
Revenue Recognition
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable for
goods and services provided in the normal course of business,
net of discounts, VAT and other sales-related taxes.
Sale of Goods
Revenue from the sale of goods is recognised when all the
following conditions are satisfied:
• the Group has transferred to the buyer the significant risks
and rewards of ownership of the goods;
• the Group retains neither continuing managerial
involvement to the degree usually associated with
ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
• it is probable that the economic benefits associated
with the transaction will flow to the entity; and
• the costs incurred or to be incurred in respect of the
transaction can be measured reliably.
Rendering of Services
Revenue from a contract to provide services is recognised
by reference to the stage of completion of the contract.
The stage of completion of the contract is determined
as follows:
• installation fees are recognised by reference to the stage
of completion of the installation, determined as the
proportion of the total time expected to install that has
elapsed at the balance sheet date;
• servicing fees included in the price of products sold are
recognised by reference to the proportion of the total cost
of providing the service for the product sold, taking into
account historical trends in the number of services actually
provided on past goods sold; and
• revenue from time and material contracts is recognised
at the contractual rates as labour hours are delivered
and direct expenses incurred.
Grants
Government and other grants are included in other operating
income in the period that the expenditure to which they relate
is incurred, unless relating to property, plant and equipment.
Government and other grants relating to property, plant and
equipment are netted against the cost of the assets acquired.
Leasing
Rentals payable under operating leases are charged to the
income statement on a straight-line basis over the term of
the relevant lease.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
76
NOTES to the consolidated financial statements
Foreign Currencies
The individual financial statements of each group company are
presented in the currency of the primary economic environment
in which it operates (its functional currency). For the purpose of
the consolidated financial statements, the results and financial
position of each group company are expressed in pounds
sterling, which is the functional currency of the Company,
and the presentation currency for the consolidated financial
statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity’s functional
currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value
that are denominated in foreign currencies are translated at the
rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the
period in which they arise except for:
• exchange differences on foreign currency borrowings relating
to assets under construction for future productive use,
which are included in the cost of those assets when they are
regarded as an adjustment to interest costs on those foreign
currency borrowings;
• exchange differences on transactions entered into to hedge
certain foreign currency risks (see below under financial
instruments / hedge accounting); and
• exchange differences on monetary items receivable from or
payable to a foreign operation for which settlement is neither
planned nor likely to occur (therefore forming part of the net
investment in the foreign operation), which are recognised
initially in other comprehensive income and reclassified from
equity to profit or loss on disposal or partial disposal of the
net investment.
For the purpose of presenting consolidated financial statements,
the assets and liabilities of the group’s foreign operations are
translated at exchange rates prevailing on the balance sheet
date. Income and expense items are translated at the average
exchange rates for the period, unless exchange rates fluctuate
significantly during that period, in which case the exchange
rates at the date of transactions are used. Exchange differences
arising, if any, are recognised in other comprehensive income
and accumulated in equity (attributed to non-controlling
interests as appropriate).
Loss from Operations
Loss from operations is stated before investment income and
finance costs.
Taxation
The tax expense represents the sum of the tax currently
payable and deferred tax.
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that
are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The group’s liability
for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Research and development tax credits are recognised on an
accruals basis.
Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit nor
the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Group is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
77
NOTES to the consolidated financial statements
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities, and when they relate to income taxes
levied by the same taxation authority, and the Group intends
to settle its current tax assets and liabilities on a net basis.
Property, Plant and Equipment
Leasehold improvements, fixtures and equipment are stated
at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost of assets,
other than land and properties under construction, over their
estimated useful lives, using the straight-line method, on the
following bases:
Leasehold improvements 4 years or the remainder
of the lease term, if shorter
Laboratory and test equipment 4 to 6 years
Production plant and equipment 4 years
Computer equipment
3 years
Office furniture and fittings 4 years
Motor vehicles
3 years
The gain or loss arising on the disposal or retirement
of an asset is determined as the difference between the
sales proceeds and the carrying amount of the asset and is
recognised in income.
Internally-Generated Intangible Assets –
Research and Development Expenditure
Expenditure on research activities is recognised as an expense
in the period in which it is incurred.
An internally generated intangible asset arising from the
Group’s product development is recognised only if all of the
following conditions are met:
• an asset is created that can be identified (such as software
and new processes);
• it is probable that the asset created will generate future
economic benefits;
• the development cost of the asset can be measured
reliably; and
• the product from which the asset arises meets the Group’s
criteria for technical feasibility.
Internally generated intangible assets are amortised on
a straight-line basis over their useful lives. Where no
internally generated intangible asset can be recognised,
development expenditure is recognised as an expense in
the period in which it is incurred.
Assets in the course of construction are carried at cost, less
any recognised impairment loss. Depreciation of these assets,
on the same basis as other property assets, commences when
the assets are ready for their intended use.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
78
NOTES to the
consolidated
financial statements
Impairment of Tangible and Intangible Assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible
and intangible assets to determine whether there is any indication that those assets
have suffered an impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent of the impairment
loss (if any). Where the asset does not generate cash flows that are independent
from other assets, the Group estimates the recoverable amount of the cashgenerating
unit to which the asset belongs.
An intangible asset with an indefinite useful life is tested for impairment annually and
whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset
(cash-generating unit) is increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset
(cash-generating unit) in prior years. A reversal of an impairment loss is recognised
as income immediately, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises
direct materials and, where applicable, direct labour costs and those overheads
that have been incurred in bringing the inventories to their present location
and condition. Cost is calculated using the “first in first out” (FIFO) method.
Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and distribution.
Financial Instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet
when the Group becomes a party to the contractual provisions of the instrument.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
79
NOTES to the consolidated financial statements
Trade and Other Receivables
Trade and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified
as receivables. Receivables are measured at amortised cost
using the effective interest method, less any impairment.
Interest income is recognised by applying the effective interest
rate, except for short-term receivables when the recognition
of interest would be immaterial.
Trade receivables do not carry any interest and are stated
at their nominal value. Appropriate allowances for estimated
irrecoverable amounts are recognized in profit or loss when
there is objective evidence that the asset is impaired.
Impairment of Financial Assets
Financial assets are assessed for indicators of impairment
at each balance sheet date. Financial assets are impaired
where there is objective evidence that, as a result of one
or more events that occurred after the initial recognition
of the financial asset, the estimated future cash flows of the
investment have been impacted.
Investments – Short-term Deposits
Short term deposit investments comprise short-term highly
liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of
change in value.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and
on demand deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of
cash and are subject to an insignificant risk of change in value.
Financial Liabilities and Equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that
evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Trade Payables
Trade payables are not interest bearing and are stated at their
nominal value.
Equity Instruments
Equity instruments issued by the Company are recorded
at the proceeds received, net of direct issue costs.
Provisions
Provisions are recognised when the Group has a present
obligation as a result of a past event, and it is probable that the
Group will be required to settle that obligation. Provisions are
measured at the directors’ best estimate of the expenditure
required to settle the obligation at the balance sheet date, and
are discounted to present value where the effect is material.
Share-based Payments
The Group has applied the requirements of IFRS 2 Share-based
Payments. In accordance with the transitional provisions, IFRS
2 has been applied to all grants of equity instruments after
7 November 2002 that were unvested as of 1 May 2006,
which was the group’s date of transition to IFRS.
The Group issues equity-settled share-based payments to
certain employees. Equity-settled share-based payments are
measured at fair value at the date of grant. The fair value
determined at the grant date of the equity-settled share-based
payments is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of shares that will
eventually vest. Fair value is measured using a Black Scholes
options pricing model.
Pension Costs
The Group operates a defined contribution pension scheme.
The amount charged to the income statement in respect
of pension costs is the contributions actually payable in the
year. Differences between the contributions actually payable
and those paid are shown as accruals or prepayments in the
consolidated balance sheet.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
80
NOTES to the
consolidated
financial statements
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES
OF ESTIMATION UNCERTAINTY
In applying the Group’s accounting policies, the directors are required to make
judgements, estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other factors that
are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the estimate
is revised or in the period of the revision and future periods if relevant.
Critical Judgements in Applying the Group’s Accounting Policies
The following are the critical judgements, apart from those involving estimations
(which are dealt with separately below), that the directors have made in the process
of applying the Group’s accounting policies and that have the most significant effect
on the amounts recognised in financial statements.
Revenue Recognition
ITM realised significant revenues for the first time in the current year.
In making its judgement, management considered the detailed criteria for the
recognition of revenue from the sale of goods and provision of services set out in IAS
18 ‘Revenue’ and, in particular, whether the Group had transferred to the buyer the
significant risks and rewards of ownership of the goods and/or whether the services
provided could be reliably estimated. The directors are satisfied that the significant
risks and rewards have been transferred and/or that the services provided could be
reliably estimated and that recognition of the revenue in the current year is therefore
appropriate.
Key Sources of Estimation Uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the balance sheet date, that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the next financial
year, are discussed below.
Recoverability of Research and Development Tax Credit
During the year, management has recognised a tax credit in respect of qualifying
research and development expenditure, for an amount of £230,000. In making this
estimate, management has reviewed the nature of the expenditure in order to be
satisfied that it qualifies for such a claim and has also considered the group’s historic
experience of successfully recovering amounts recognised.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
81
5. REVENUE, OTHER OPERATING INCOME AND INVESTMENT INCOME
The Group adopted IFRS 8 Operating Segments with effect
from 1 May 2009. IFRS 8 requires operating segments to be
identified on the basis of internal reports about components of
the Group that are regularly reviewed by the Chief Operating
Decision Maker to allocate resources to the segments and to
assess their performance.
ITM Power Plc is organised internally to report to the Group’s
Chief Operating Decision Maker, the Chief Executive Officer,
on the financial and operational performance of the Group
as a whole. The Group’s Chief Operating Decision Maker
is ultimately responsible for entity-wide resource allocation
decisions and evaluates the performance of the Group on a
group wide basis and any elements within it on a combination
of information from the executives in charge of the Group and
Group financial information.
As a consequence of the above factors the Group has one
operating and reportable segment in accordance with IFRS 8
Operating Segments. All revenues are generated in the United
Kingdom which is the Group’s country of domicile.
Included in revenue are the following amounts, which each
accounted for more than 10% of total revenue:
• Customer A: £262,500
• Customer B: £78,000
• Customer C: £54,500
An analysis of the Group’s revenue is as follows:
2012 2011
£’000s
£’000s
Continuing Operations
Sale of goods 411 8
Provision of services 69 –
480 8
Consulting income – 61
Grant income 985 615
Investment income 45 155
1,510 839
Sale of Goods 411 8
Provision of Services 69 –
Other Operating Income
Consulting income – 61
Grant income 985 615
985 676
Investment Income
Interest on cash and short-term deposits 45 155
Total revenue 1,510 839

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
82
NOTES to the consolidated financial statements
6. Loss for the year
2012 2011
£’000s
£’000s
Loss For The Year Has Been Arrived at After Charging (Crediting)
Net foreign exchange losses/(gains) 12 (5)
Depreciation of property, plant and equipment 669 704
(Gain)/loss on disposal of property, plant and equipment (7) 16
Rentals under operating leases – land and buildings 153 172
Government grants receivable (985) (615)
Staff costs (see note 7) 3,174 2,856
Impairment loss recognised on trade receivables – 3
Cost of inventories recognised as an expense – 6
The Following Amounts Payable to the Group’s Auditor Have Been Charged Within The Loss Before Tax
Fees payable to the Company’s auditor for
– The audit of the Company’s annual accounts 15 13
– The audit of the Company’s subsidiaries pursuant to legislation 13 12
Total audit fees 28 25
Other services pursuant to legislation
– Interim review work 11 10
– Tax services 8 7
Total non–audit fees 19 17

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
83
NOTES to the consolidated financial statements
7. information regarding directors and employees
Name of
Director
Fees/Basic
salary
Benefits
in kind
Annual
bonuses
Pension
contributions
2012 2011
£’000s £’000s £’000s £’000s £’000s £’000s
Executive
Dr S Bourne 115 – 15 6 136 116
Dr G Cooley 156 – 133 28 317 338
Non-Executive
P Hargreaves 45 – – – 45 38
Prof. R Putnam 80 – – – 80 74
Lord Walker – – – – – 3
Lord Freeman 35 – – – 35 20
Aggregate
emoluments
431 – 148 34 613 589

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
84
NOTES to the consolidated financial statements
Details of options for directors who served during the year are as follows:
Name of
Director
Scheme 1 May 2011 Granted
30 April
2012
Exercise
price £’000
Date
from which
exercisable
Expiry
date
Dr S Bourne EMI 200,000 02/02/2010 200,000 18p 02/02/2013 02/02/2020
Dr S Bourne EMI 123,596 24/01/2011 123,596 67p 24/01/2011 23/01/2021
Dr S Bourne Unapproved 276,404 24/01/2011 276,404 67p 24/01/2011 23/01/2021
Dr G Cooley Unapproved 200,000 29/06/2009 200,000 18p 29/06/2012 29/06/2019
Dr G Cooley Unapproved 360,000 02/02/2010 360,000 18p 02/02/2013 02/02/2020
Dr G Cooley EMI 640,000 02/02/2010 640,000 18p 02/02/2013 02/02/2020
Dr G Cooley Unapproved 800,000 24/01/2011 800,000 67p 24/01/2011 23/01/2021
Prof. R Putnam Unapproved 50,000 23/11/2009 50,000 20p 23/11/2010 23/11/2019
Prof. R Putnam Unapproved 100,000 24/01/2011 100,000 67p 24/01/2011 23/01/2021
Lord R Freeman Unapproved 08/08/2011 50,000 31p 08/08/2012 07/08/2021
On 29 January 2010 the Group introduced a new EMI and Unapproved Share Option Scheme to be applied to all subsequent
issues of share options. Under the scheme rules the exercise price is deemed to be the mid-market price of shares on the
London Stock Exchange AIM market at the close of trading on the day before the grant of the share options. Share options vest
in three equal instalments on the first, second and third anniversaries of the grant and are exercisable up to the tenth anniversary
of the grant.
Details of the LTIP awards granted during the year are as follows:
Name of Director
Scheme
Number of
awards granted
Market price
at award date
Lord R Freeman Unapproved 50,000 31p
No Directors’ LTIP awards vested during the year.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
85
NOTES to the consolidated financial statements
Directors’ Emoluments 2012 2011
£’000s
£’000s
Aggregate emoluments 579 545
Money purchase pension contributions 34 44
613 589
Two directors were members of money purchase schemes during the year (2011 – 2).
Remuneration of the highest paid director
Aggregate emoluments 289 300
Money purchase pension contributions 28 38
317 338
Average number of persons employed Number Number
– Research and development 46 42
– Prototype production and engineering 2 2
– Sales and marketing 2 2
– Administration 16 12
66 58
Staff costs during the year (including directors) £’000s £’000s
Wages and salaries 2,825 2,488
Social security costs 252 245
Other pension costs 97 123
3,174 2,856
As at 30 April 2012 pension contributions of £nil (2011 – £12,000) due in respect of the current year had not been paid over
to the scheme.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
86
NOTES to the consolidated financial statements
8. Tax
2012 2011
UK Corporation Tax
£’000s
£’000s
UK Corporation tax credits for the year (230) (547)
UK Corporation tax credits from prior years – (78)
(230) (625)
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK
corporation tax to the loss before tax is as follows:
£’000s
£’000s
Loss before tax (6,473) (6,397)
Tax on loss at blended standard UK corporation tax rate of 25.8%
(2011 – 26%)
Factors Affecting Credit for the Year
(1,670) (1,663)
Expenses not deductible for tax purposes 21 182
Depreciation in excess of capital allowances 200 171
Short-term timing differences 37 –
Research and development enhanced relief 247 579
Research and development tax credit (239) (547)
Unrelieved tax losses carried forward 1,174 731
Adjustments in respect of previous periods – (78)
Tax credit for the year (230) (625)

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
87
NOTES to the consolidated financial statements
Factors Affecting Future Tax Charges
The company has tax losses available to carry forward against future taxable profits, subject to agreement with HM Revenue
& Customs.
A net deferred tax asset of £6,693,000 (2011 – £5,033,000) has not been recognised as there is insufficient evidence that
the asset would be recoverable in the foreseeable future. The net unrecognised deferred tax asset comprises a deferred tax asset
of £5,986,000 (2011 – £4,509,000) in respect of accumulated tax losses, £671,000, (2011 – £523,000) in respect of decelerated
capital allowances and £36,000 (2011 – £1,000) in respect of other temporary differences. The unrecognised deferred tax asset
would be recoverable to the extent that the Company generates sufficient taxable profits in the future.
In March 2012, the UK Government announced a reduction in the standard rate of UK corporation tax to 24% effective 1 April
2012. This rate reduction became substantively enacted in March 2012 . The UK Government also proposed changes to further
reduce the standard rate of UK corporation tax by 1% per annum to 22% by 1 April 2014, but these changes have not been
substantively enacted.
The effect of these tax rate reductions on the deferred tax balance will be accounted for in the period in which the tax rate
reductions are substantively enacted.
9. Loss Per Share
The calculation of the basic and diluted earnings per share is based on the following data:
2012 2011
£’000s
£’000s
Loss
Loss for the purposes of basic and diluted loss per share being net loss
attributable to owners of the Company
(6,243) (5,772)
Number of Shares
Weighted average number of ordinary shares for the purposes of basic
and diluted earnings per share
110,772,642 106,868,812
The loss per ordinary share and diluted loss per share are equal because share options are only included in the calculation
of diluted earnings per share if their issue would decrease the net profit per share or increase the net loss per share.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
88
NOTES to the consolidated financial statements
10. Property, plant and equipment
Cost
Production
plant and
equipment
Laboratory
and test
equipment
Computer
equipment
Office
furniture
and
fittings
Leasehold
improvements
Assets in the
course of
construction
Total
£’000s £’000s £’000s £’000s £’000s £’000s £’000s
At 1 May 2010 557 1,087 409 157 1,268 81 3,559
Additions 161 158 42 23 – 398 782
Transfers 394 15 – – – (409) –
Disposals (5) (30) (1) – – – (36)
At 1 May 2011 1,107 1,230 450 180 1,268 70 4,305
Additions 283 96 46 11 40 – 476
Transfers 70 – – – – (70) –
Disposals (1) (11) (6) – – – (18)
At 30 April 2012 1,459 1,315 490 191 1,308 – 4,763
Depreciation
At 1 May 2010 189 842 213 86 865 – 2,195
Disposals (2) (17) (1) – – – (20)
Charge for
the year
165 151 119 36 233 – 704
At 1 May 2011 352 976 331 122 1,098 – 2,879
Disposals – (11) (6) – – – (17)
Charge for
the year
306 113 77 30 143 – 669
At 30 April 2012 658 1,078 402 152 1,241 – 3,531
Net Book Value
At 30 April 2012 801 237 88 39 67 – 1,232
At 30 April 2011 755 254 119 58 170 70 1,426
At 30 April 2010 368 245 196 71 403 81 1,364

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
89
NOTES to the consolidated financial statements
11. SUBSIDIARIES
A list of the significant investments in subsidiaries, including the name, country of incorporation and proportion of ownership
interest is given in note 27 to the Company’s separate financial statements.
12. INVENTORIES
2012 2011
£’000s
£’000s
Work in progress 12 –
13. OTHER FINANCIAL ASSETS
2012 2011
£’000s
£’000s
Trade and Other Receivables
Trade receivables 292 –
Other receivables 113 85
Corporation tax 204 711
Prepayments and accrued income 282 359
891 1,155
The directors consider that the carrying amount of trade and other receivables approximates to their fair value. At the year end
the Group had gross trade receivables of £nil (2011 - £3,000) which were fully impaired.
As at 30 April 2012, there were no trade receivables that were past due (2011: £3,000).
Cash and cash equivalents
These balances comprise cash and short-term bank deposits with an original maturity of three months or less. The directors
consider that the carrying amount of these assets approximates to their fair value.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
90
NOTES to the consolidated financial statements
14. OTHER FINANCIAL LIABILITIES
2012 2011
Trade and Other Payables
£’000s
£’000s
Trade payables 435 361
Other taxation and social security 71 155
Accruals and deferred income 484 460
990 976
Trade and other payables principally comprise of amounts outstanding from trade purchases and ongoing costs. The average
credit period taken is 28 days (2011 – 16 days). The directors consider that the carrying amount of trade and other payables
approximates to their fair value.
15. called up share capital
Called up, allotted and fully paid
2012 2011
£’000s
£’000s
110,972,299 (2011 - 110,572,985) ordinary shares of 5p each 5,549 5,529
During the year the Company issued 399,314 ordinary shares of 5p each for a consideration of £101,000.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
91
NOTES to the consolidated financial statements
16. NOTES TO THE CASH FLOW STATEMENT
2012 2011
£’000s
£’000s
Loss from operations (6,518) (6,552)
Adjustments for Property, Plant and Equipment
Depreciation 669 704
(Gain)/loss on disposal (6) 16
Share-based payments charge 83 631
Operating cash flows before movements in working capital (5,772) (5,201)
(Increase)/decrease in inventories (12) 12
Increase in receivables (243) (197)
Increase in payables 14 398
Cash used in operations (6,013) (4,988)
Income taxes received 737 400
Net cash used in operating activities (5,276) (4,588)
17. CONTINGENT LIABILITIES
In the prior years ITM Power (Research) Ltd, a wholly owned subsidiary of the Company, was originally awarded a grant for novel
materials and processes for alcohol based fuel cells, and was receivable based on 69% of eligible costs incurred between April
2003 and August 2005 and deliverable milestones during that period. However, in the event that the Group generates income
or sale proceeds from the use of prototypes developed from the grant project, 69% of those proceeds would be used to
refund the grant until the grant is repaid in full. The maximum potential refund at 30 April 2012 would be the cumulative
amount received to date of £469,000 (2011 – £469,000) in the event that sufficient revenues are generated from the prototypes
developed under the grant agreement.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
92
NOTES to the consolidated financial statements
18. CAPITAL COMMITMENTS
The Group had no capital commitments at the balance sheet date (2011 – none).
19. OPERATING LEASE COMMITMENTS
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Land and Buildings
2012 2011
£’000s
£’000s
Expiry Date
within one year 154 123
between two and five years 340 300
between five and ten years – 75
494 498
Operating lease payments represent rentals payable by the Group for certain of its office and laboratory properties.
Leases are negotiated for an average of 5 years and rentals are fixed for an average of 4 years.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
93
NOTES to the consolidated financial statements
20. SHARED-BASED PAYMENTS
Equity-settled share option scheme
The Group operates a number of share option schemes to provide employees and third parties with the opportunity to acquire
a proprietary interest in the Company as an incentive to attract and retain their services as follows:
• Enterprise Management Incentive (EMI) options;
• Non EMI or “unapproved” options in lieu of payment for services; and
• Options under HM Revenue & Customs approved Save As You Earn scheme.
2012 2011
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
Outstanding at the beginning of the year 5,761,837 38p 11,776,818 11p
Granted during the year 100,000 37p 1,900,000 66p
Exercised during the year (399,313) 24p (7,730,250) 5p
Expired during the year (400,000) 50p (184,731) 32p
Outstanding at the end of the year 5,062,524 39p 5,761,837 38p
Exercisable at the end of the year 3,717,313 44p 3,316,646 50p
The weighted average share price at the date of exercise for share options exercised during the period was £0.58. The options
outstanding at 30 April 2012 had a weighted average exercise price of £0.25, and a weighted average remaining contractual life
of 1 year. In 2012, options were granted on 8 August 2011 and 3 January 2012. The aggregate of the estimated fair values of the
options granted on those dates is £11,745. In 2011, options were granted on 24 January 2011 and 23 March 2011. The aggregate
of the estimated fair values of the options granted on those dates is £385,401.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
94
NOTES to the consolidated financial statements
The assumptions for the Black-Scholes model are as follows:
Weighted averages 2012 2011
Share price 37p 39p
Exercise price 37p 39p
Expected volatility 54% 54%
Expected life 3 years 3 years
Risk-free rate 4% 5%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the price since listing
on the AIM market i.e. seven years. The expected life used in the model has been adjusted, based on management’s best estimate,
for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group has recognised share-based payment expense in the income statement for the year of £83,000 (2011 – £631,000).
21. FINANCIAL INSTRUMENTS
Capital Risk Management
The Group raised sufficient cash through issuing one class of ordinary shares to provide the company with the means to progress
through to the anticipated commercialisation of its products.
Externally Imposed Capital Requirement
The Group is not subject to externally imposed capital requirements.
Significant Accounting Policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 3 to the financial statements.
2012 2011
Categories of financial instruments £’000s £’000s
Financial Assets
Loans and receivables
(including short term deposits, cash and cash equivalents)
6,965 12,955
Financial Liabilities
Amortised cost 919 821

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
NOTES to the consolidated financial statements
95
Notes to the
Consolidated
financial statements
Financial Risk Management Objectives
The Group’s finance function monitors and manages the financial risks relating
to the operations of the Group. The Group’s activities expose it primarily to the
financial risks of changes in interest rates.
The Group seeks to minimise the effects of these risks. The Group’s policies
approved by the board of directors provide written principles on interest rate risk
and the investment of excess liquidity. Compliance with policies and exposure limits
is reviewed on a continuous basis. The Group does not currently enter into or trade
financial instruments, including derivative financial instruments.
The treasury activities are reported quarterly to the Group’s Board.
Credit Risk Management
Credit risk refers to the risk that a counter party will default on its contractual
obligations resulting in financial loss to the Group. The Group has adopted a policy
of only dealing with creditworthy counterparties. The credit risk of liquid funds (cash,
cash equivalents and short-term deposits) is limited because the counterparties are
banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity and Interest Risk Management
The Group is exposed to the interest rate risks associated with its holdings of cash
and cash equivalents and short term deposits. The Group invests its excess cash in
fixed interest short-term deposits with maturity profiles up to one year.
Ultimate responsibility for liquidity risk management rests with the board of
directors, which regularly monitors the Group’s short, medium and long-term
funding, and liquidity management requirements. The Group manages liquidity risk
by maintaining adequate reserves and banking facilities by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets
and liabilities.
If interest rates had been 1% higher/lower and all other variables had remained
constant, loss for the year would have decreased/increased by £94,000 (2011 –
£145,000).
The Group’s financial liabilities consist of trade and other payables as shown on the
balance sheet. No interest is paid on these balances and all amounts are due within
3 months.
Fair Value of Financial Instruments
Carrying amounts of financial instruments are a reasonable approximation of the fair
values of those instruments.

REPORT AND FINANCIAL STATEMENTS
NOTES to the consolidated financial statements
96
NOTES to the
consolidated
financial statements
22. TRANSACTIONS WITH RELATED PARTIES
Transactions between the Company and its subsidiaries, which are related parties,
have been eliminated on consolidation and are not disclosed in this note.
The remuneration of the directors, who are the key management personnel of the
Group, is shown in note 7.
23. CONTROLLING PARTY
As at the date of these accounts neither the directors together or any individual
shareholder owned more than 50% of the issued share capital of the Company
and hence, in the opinion of the directors, there is no controlling party at this date.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Company Balance Sheet
97
COMPANY BALANCE SHEET
(30 APRIL 2012)
Note 2012 2011
£’000s
£’000s
Fixed Assets
Tangible assets 26 27 47
Investments 27 32,382 14,263
32,409 14,310
Current Assets
Debtors 28 110 70
Cash at bank and in hand 1,371 11,591
Short-term investments 5,000 –
6,481 11,661
Creditors: Amounts Falling Due Within One Year 29 (350) (426)
Net Current Assets 6,131 11,235
Total Assets Less Current Liabilities, Being Net Assets 38,540 25,545
Capital and Reserves
Called up share capital 31 5,549 5,529
Share premium account 33 36,413 36,332
Profit and loss account 33 (3,422) (16,316)
Shareholders’ Funds 38,540 25,545
The financial statements of ITM Power Plc, registered number 5059407, were approved by the Board of Directors and authorised
for issue on 18 July 2012.
Signed on behalf of the Board of Directors
Dr G Cooley
Director

REPORT AND FINANCIAL STATEMENTS
Notes to the company financial statements
98
Notes to the company
financial statements
24. SIGNIFICANT ACCOUNTING POLICIES
The separate financial statements are prepared in accordance with applicable United
Kingdom accounting standards. The particular accounting policies adopted are
described below.
Accounting Convention
The financial statements are prepared under the historical cost convention.
Tangible Fixed Assets
Leasehold improvements, fixtures and equipment are stated at cost less accumulated
depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost, over their estimated useful lives,
using the straight-line method, on the following bases:
Leasehold improvements
Computer equipment
Office furniture and fittings
4 years or the remainder of the lease
term, if shorter
3 years
4 years
The gain or loss arising on the disposal or retirement of an asset is determined
as the difference between the sales proceeds and the carrying amount of the asset
and is recognised in income.
Impairment of Tangible and Intangible Assets
At each balance sheet date, the Company reviews the carrying amounts of its
tangible assets to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment loss
(if any). Where the asset does not generate cash flows that are independent from
other assets, the Company estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset
(cash-generating unit) is increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset
(cash-generating unit) in prior years. A reversal of an impairment loss is recognised
as income immediately, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Notes to the company financial statements
99
Notes to the company
financial statements
Investments
These are stated at cost less a provision for any permanent impairment in value.
Taxation
Current tax is provided at amounts expected to be paid or recovered, using the
tax rates and laws that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is provided in full on timing differences, which result in an obligation
at the balance sheet date to pay more tax, or a right to pay less tax, at a future date,
at rates expected to apply when they crystallise based on current tax rates and law.
Timing differences arise from the inclusion of items of income and expenditure in
taxation computations in periods different from those in which they are included
in financial statements. Deferred tax assets are recognised to the extent that it is
regarded, as more likely than not that they will be recovered. Deferred tax assets
and liabilities are not discounted.
Share Option Charges
The Company has applied the requirements of FRS 20 “Share-based Payment”
and UITF 44 “Group and Treasury transactions”. In accordance with the
transitional provisions, FRS 20 has been applied to all grants of equity instruments
after 7 November 2002 that were unvested as of 1 January 2006.
The Company issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non market-based vesting conditions) at the date of grant. The fair value
determined at the date of grant of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the company’s
estimate of shares that will eventually vest and adjusted for the effect of non
market-based vesting conditions.
Fair value is measured by use of the Black-Scholes option pricing model.
The expected life used in the model has been adjusted, based on management’s
best estimate, for the effects of non-transferability, exercise restrictions, and
behavioural considerations.
Pension Costs
The Company operates a defined contribution pension scheme. The amount charged
to the profit and loss account in respect of pension costs is the contributions actually
payable in the year. Differences between contributions payable and contributions
actually paid are shown as either accruals or prepayments in the balance sheet.
25. Profit (LOSS) ATTRIBUTABLE TO ITM POWER PLC
The profit for the financial year dealt with in the financial statements of the parent
company, ITM Power Plc, was £12,849,000 (2011 – loss of £6,496,000). As permitted
by Section 408 of the Companies Act 2006, no separate profit and loss account is
presented in respect of the parent company.
The auditor’s remuneration for audit and other services is disclosed in note 6 to the
consolidated financial statements.

REPORT AND FINANCIAL STATEMENTS
Notes to the company financial statements
100
NOTES TO THE COMPANY FINANCIAL STATEMENTS
26. TANGIBLE FIXED ASSETS
Cost
Computer
equipment
Office
furniture
and fittings
Leashold
improvements
Total
£’000s £’000s £’000s £’000s
At 1 May 2011 146 12 10 168
Additions 6 – – 6
Disposals (1) – – (1)
At 30 April 2012 151 12 10 173
Deprecation
At 1 May 2011 101 10 10 121
Disposals (1) – – (1)
Charge for the year 25 1 – 26
At 30 April 2012 125 11 10 146
Net Book Value
At 30 April 2012 26 1 – 27
At 30 April 2011 45 2 – 47

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Notes to the company financial statements
101
NOTES TO THE COMPANY FINANCIAL STATEMENTS
27. INVESTMENTS
Loans to
subsidiary
undertakings
Shares in
subsidiary
undertakings
Total
£’000s £’000s £’000s
Net Book Value
At 1 May 2011 10,693 3,570 14,263
Investment in subsidiary – 23 23
Additional loans in the year 3,696 – 3,696
Reversal of prior year impairment losses 14,400 – 14,400
At 30 April 2012 28,789 3,593 32,382
The Company holds 100% of the ordinary share capital of ITM Power (Research) Limited, a company which is incorporated
in England and Wales and its principal activity is the research and development of scientific and engineering projects.
The Company also holds 100% of the ordinary share capital of ITM Power (Trading) Limited, a company which is incorporated
in England and Wales and its principal activity is the development and manufacturing of prototype products.
The Company also holds 100% of the ordinary share of ITM Power GmbH, a company which is incorporated in Germany
and its principal activity is that of the sale of electrolysis equipment and hydrogen storage solutions.
The loans to subsidiaries of £28,789,000 are stated net of total impairment of £nil (2011 – £14,400,000).
28. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2012 2011
£’000s
£’000s
Trade debtors 15 –
Other debtors 45 15
Prepayments 50 55
110 70

REPORT AND FINANCIAL STATEMENTS
Notes to the company financial statements
102
NOTES TO THE COMPANY FINANCIAL STATEMENTS
29. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2012 2011
£’000s
£’000s
Trade creditors 125 94
Payroll creditors 12 101
Other creditors 5 –
Accruals and deferred income 208 231
350 426
30. Deferred tax
There was a deferred tax asset not recognised at 30 April 2012, amounting to £1,299,000 (2011 – £935,000). The deferred tax
asset has not been recognised on the basis that, in the directors’ opinion, there is not sufficient certainty that taxable profits will
be available in the foreseeable future against which it could be utilised.
31. CALLED UP SHARE CAPITAL
2012 2011
£’000s
£’000s
Called up, allotted and fully paid:
110,972,299 (2011 - 110,572,985) ordinary shares of 5p each
5,549 5,529
During the year the Company issued 399,314 ordinary shares of 5p each for a consideration of £101,000.

ITM Power plc
REPORT AND FINANCIAL STATEMENTS
YEAR Ended 30 april 2012
Notes to the company financial statements
103
NOTES TO THE COMPANY FINANCIAL STATEMENTS
32. SHARE-BASED PAYMENTS
Equity-Settled Share Option Scheme
The Company operates a number of share option schemes to provide employees and third parties with the opportunity
to acquire a proprietary interest in the Company as an incentive to attract and retain their services as follows:
• Enterprise Management Incentive (EMI) options;
• Non EMI or “unapproved” options as payment in lieu of services;
• Options under HM Revenue & Customs approved Save As You Earn scheme.
2012 2011
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
Outstanding at the beginning of the year 5,761,837 38p 11,776,818 11p
Granted during the year 50,000 37p 1,900,000 66p
Exercised during the year (23,000) 24p (7,730,250) 5p
Expired during the year (400,000) 50p (184,731) 32p
Outstanding at the end of the year 5,388,837 40p 5,761,837 38p
Exercisable at the end of the year 2,573,660 46p 3,316,646 50p
All of the Company’s share option plans were issued after 7 November 2002. In accordance with FRS 20, only those options that
had not fully vested by 1 May 2006 were included in the calculations.
The options unvested by 1 May 2006 and outstanding as at 30 April 2012 had a weighted average remaining contractual life of less
than one year (2011 – less than one year).
On 29 January 2010 the Group introduced a new EMI and Unapproved Share Option Scheme to be applied to all subsequent
issues of share options. Under the scheme rules the exercise price is deemed to be the mid-market price of shares on the
London Stock Exchange AIM market at the close of trading on the day before the grant of the share options. Share options vest
in three equal instalments on the first, second and third anniversaries of the grant and are exercisable up to the tenth anniversary
of the grant.
The weighted average share price at the date of exercise for share options exercised during the period was £0.70. The options
outstanding at 30 April 2012 had a weighted average exercise price of £0.24, and a weighted average remaining contractual life
of 1 year. In 2012, options were granted on 8 August 2011. The aggregate of the estimated fair values of the options granted on
those dates is £4,930. In 2011, options were granted on 24 January 2011 and 23 March 2011. The aggregate of the estimated fair
values of the options granted on those dates is £294,593.

REPORT AND FINANCIAL STATEMENTS
Notes to the company financial statements
104
NOTES TO THE COMPANY FINANCIAL STATEMENTS
The assumptions for the Black-Scholes model are as follows:
Weighted averages 2012 2011
Share price 31p 39p
Exercise price 31p 39p
Expected volatility 54% 54%
Expected life 3 years 3 years
Risk-free rate 4% 5%
Expected volatility was determined by calculating the historical volatility of the Company’s share price over the price since
listing on the AIM market i.e. seven years and also by considering the volatility of other early stage, pre-revenue fuel cell related
companies. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of
non-transferability, exercise restrictions and behavioural considerations.
The Company has recognised share-based payment expenses in the profit and loss account for the year of £45,000
(2011 – £427,000). The Company recharges its operating subsidiaries for any share based payment charges relating to
their own employees.
33. RESERVES
Share premium
account
Profit and
loss account
Total
£’000s £’000s £’000s
At 1 May 2011 36,332 (16,316) 20,016
Profit for the financial year – 12,849 12,849
Credit to equity for share-based payments – 45 45
Issue of ordinary 5p shares 81 – 81
At 30 April 2012 36,413 (3,422) 32,991
34. RELATED PARTY TRANSACTIONS
The company has taken advantage of the exemption included in Financial Reporting Standard 8 “Related Party Disclosures”
for wholly owned subsidiaries not to disclose transactions with entities that are part of the group qualifying as related parties.

ITM Power PLC
22 Atlas Way
Sheffield
S4 7QQ
T: +44 (0) 114 244 5111
W: www.itm-power.com
6763