delivering globally competitive
electronic manufacturing solutions
Annual Report 
2003
GROUP PLC Contents
Y ear in brief 1
Group at a glance 2
Board of directors 4
Chairman’s statement 5
Chief Executive’s review 6
Directors’ report 8
Corporate governance 11
Remuneration report 13
Independent auditors’
report
15
Corporate directory 16
Consolidated profit and 
loss account
17
Balance sheets 18
Consolidated cash flow 
statement
19
Accounting policy statement 21
Notes to the accounts 23
5 year financial summary 35
Notice of AGM 36
We deliver market leading electronic
manufacturing services to original equipment
manufacturers around the world. Our plants in
the UK and China provide high quality services 
at globally competitive costs.
Our products and assemblies are used 
by some of the world’s leading brands, 
in consumer, automotive, telecommunications 
and industrial sectors.
Registered in England No: 236394
Front Cover: Stadium Asia - Dongguan facility
GROUP PLC Y ear in brief
A year of significant progress and strong financial results.
 Turnover on continuing operations down at £34.9m (2002: £36.1m)
 Stadium Asia sales up 15%, equivalent to growth of 22% when stated in
local currency
 Profit before tax of £1.9m (2002: loss of £1.3m)
 Operating profit on continuing activities up 28% to £1.8m
 Operating margins in core business almost doubled to 6.1%
 Earnings per share of 5.2p (2002: loss 2.8p)
 Pre-exceptional earnings per share up 26% to 5.3p
 Bank borrowings reduced by £2.9m to £1.6m (gearing 12%)
 Dividend increased to 2.9p per share (2002: 2.8p)
 Results and outlook positive despite depressed dollar
Delivering growth
STADIUM GROUP PLC
1
2002
Turnover (£'000)
36188
2001 34131
2003
Turnover (£'000) on continuing operations
34875
2002
Operating profit on continuing activities (£'000)
1,409
2003 1,807
2001  802
2002
Earnings per share (p), continuing operations, before exceptional items and goodwill amortisation
4.2p
2003 5.3p
2001 1.9p
2002
Net cash inflow from operations (£000)
815
2003 2375
2001 3627
2002
Net borrowing (£000's)
4525
2003
2001 11094
1585 Annual Report and Accounts 2003
Group at a glance
Electronics – UK operations
Stadium Electronics offers high quality electronic
manufacturing services from its major site at 
Hartlepool in North East England. This operation has
facilities for manual and automated PCB assembly 
(both conventional and surface mount), as well as
transformer winding and cable harnessing.
A dedicated engineering team provides comprehensive
design and build to-print support services, together 
with production engineering, quality and test 
equipment origination.
Customers benefit from full turnkey project
management support from concept to delivery.
Daren Electronics, a Stadium operation based at Diss 
in Norfolk specialises in the design of high specification
custom power supplies for complex commercial 
and industrial applications. These high value products
are built to prototype stage on site, but may be 
re-engineered for volume manufacture at other Group
sites where appropriate.
2 STADIUM GROUP PLC
3
Electronics –Asia operations
Stadium Asia comprises a design and commercial
centre based in Hong Kong, and a high volume
production facility at Chang Ping City in the
Guangdong Province of the Peoples Republic 
of China.
The business is delivering high rates of growth in
the provision of electronic manufacturing services
(EMS) to worldwide customers covering consumer,
industrial, automotive and telecommunications
applications.
Our factory includes the following capabilities:
 Product design and engineering services
 Worldwide product approval
 Automatic PCB component insertion and surface
mount placement
 Transformer winding
 Injection moulding and over moulding
 Screen and pad printing
 Final product assembly and testing
 Logistics and world wide shipping
The factory operates to the highest international
standards and is fully UL, ISO9000: 2001, CE and
SEMKO approved. The factory is accredited as 
a QS9000 approved facility for the supply of
automotive assemblies.
deliveringglobally competitive
electronic manufacturing solutions Executive Directors
Nigel Rogers FCA – Chief Executive (Nominations Committee)
Chartered Accountant. Aged 42, joined Stadium in 1993 as Group Finance
Director. Responsible for UK Electronics operations from 1998 until appointed 
Chief Executive in March 2001.
Kamal V erma – Managing Director – Electronics
Aged 54, joined Stadium in 1985. He holds a First Class honours degree in
Applied Physics from the University of Aston, Birmingham. Has led the
development of Stadium Electronics operations since his appointment as
Managing Director – Electronics in 1989.
Ken Leung – Managing Director – Stadium Asia
Aged 51, and based in Hong Kong. He holds a degree in Industrial Engineering
from the University of Hong Kong. Joined Stadium on the acquisition of Arlec
Power (now Stadium Asia) in March 2000. Appointed to the board as Managing
Director – Stadium Asia on 1 January 2003.
Non-executive Directors
Struan Wiley – Chairman (Audit, Remuneration and Nominations Committee)
Aged 66, was appointed as a Non-executive Director in 1996. He is a former
Director of Allied Lyons plc and holds a number of directorships in private
companies.
Prof. Kevin Morley – Senior Independent Director (Audit, Remuneration and
Nominations Committee)
Aged 53 was appointed as a Non-executive Director in 1996 and is chairman of
the Audit Committee. He is a former Managing Director of Rover Cars and holds
current directorships including DFS Furniture Company plc. Appointed Honorary
Professor of Warwick University Business School in 2003.
Company Secretary
David Collins
Aged 56, joined Stadium as Financial Controller in 1985. Currently Finance
Director of UK Electronics operations, and appointed Company Secretary on 
1 January 2003.
Stadium Group plc
BOARD OF DIRECTORS
4
Annual Report and Accounts 2003 Introduction
I am pleased to report a year 
of significant progress and strong
financial results.
Stadium Electronics has developed
to become a single, cohesive
business unit offering flexible product
engineering and manufacturing
solutions to a growing base of key
customers. Enhanced capabilities
have enabled us to attract higher
value added projects, with associated
benefits of improved margins and
greater forward visibility.
During the second half of the year
our new operation offering domestic
sales into the rapidly growing
market in the People’s Republic 
of China opened for business.  
Whilst this operation made no
contribution to earnings this year, 
it represents a strategic opportunity
which we expect to bring benefits in
future.
Results
Profit before tax was £1.9m 
(2002: loss of £1.3m).
Profits before tax, exceptional items
and goodwill amortisation increased
by 49% to £1.9m (2002: £1.3m) and
borrowings were reduced further to
£1.6m giving year end gearing of
12%.
These results have been delivered
despite further weakening of the 
US dollar, which had an adverse
impact on the translation of 
earnings of Stadium Asia Limited 
at average rates of approximately 
8% year on year.
Shareholders
Stadium has continued to attract 
greater interest as a growth
investment and there has been
significant activity in the share
register. This has provided scope for
the welcome addition of a number
of major new institutional holders.  
In view of these good results and 
a favourable outlook, I am pleased 
to report our intention to return 
to a progressive dividend policy.
With this in mind, a final dividend 
of 1.95 pence per share will be paid
on 4 May 2004, bringing the total
for the year to 2.9 pence per share
(2002: 2.8 pence per share).
Outlook
It is becoming increasingly
important for many manufacturing
companies to access the rapidly
developing opportunities in China.
Stadium Asia is delivering these
benefits to a growing list of key
customers, and is well placed to
fulfil its growth potential through
repeat orders and further new 
business wins.  
Struan Wiley
Chairman
23 February 2004
Chairman’s statement
covering the financial year 2003
STADIUM GROUP PLC
5 “Further investment
has enabled closer
co-operation between
Asia and the UK. ”
Overview
These results mark a year of
consolidation, in which several
important customer relationships
were brought to fruition, and 
new initiatives were undertaken
which will maintain growth of the
business in future.
Global markets are becoming
increasingly fast moving and
demanding, and China is emerging
as one of the world’s major
economies. Stadium is well placed
to capitalise on these market 
trends, with flexible manufacturing
operations, well developed design
and engineering capabilities and 
a highly skilled workforce.
2003 also marked a return to
increased volatility in foreign
exchanges, with the US dollar
weakening approximately 10%
against Sterling, and approximately
20% against the Euro. Whilst 
these movements tend to increase
the competitiveness of Stadium 
Asia against UK and European
manufacturers, they have an adverse
impact on the translation of its
results for group reporting purposes.
This increased volatility, coupled
with the increasing importance to
the group of our Asian operations,
has led to a change in accounting
policy on the translation of results 
of overseas operations. These have
been translated at average rates 
of exchange prevailing during the
year, whereas previously results
were translated at closing rates 
of exchange.
Results and dividend
Profit before tax was £1.9m,
compared with a loss of £1.3m for
last year. Profits from continuing
activities before exceptional items
and goodwill amortisation increased
by 49% to £1.9m from £1.3m.
Group turnover on continuing
operations was similar at £34.9m,
although Stadium Asia experienced
an increase of 15% to £14.5m,
equivalent to growth of 22% 
when stated in local currency.UK
Electronics suffered a corresponding
decline from £13.8m to £10.6m.
Earnings per share of 5.2 pence
compared with a loss per share of
2.8 pence last year. Pre exceptional
earnings per share rose by 26% 
to 5.3p from 4.2p.
Borrowings were reduced by 
£2.9m to £1.6m, with operating
cash flow of £2.4m being
supplemented by the receipt of
£1.0m of deferred consideration.
This enabled the paydown of bank
debt ahead of the scheduled due
date, and year end gearing of 12%.
The strength of this performance
has enabled the board to propose 
an increase in the total dividend 
to 2.9 pence per share. The final
dividend of 1.95 pence will be paid
on 4 May 2004 to shareholders on
the register as at 2 April 2004.
Chief Executive’s review
STADIUM GROUP plc
6
Annual Report and Accounts 2003 Operating margins improved to 6.1%
(2002: 3.2%). This favourable trend
was mainly a result of beneficial
changes to product and customer
mix, with a higher contribution 
from recently converted original
equipment contracts and lower
reliance on more traditional
commodity products.
Further development and investment
in production capacity in China,
including expansion of surface mount
placement capabilities, have enabled
closer co-operation between Asia
and the UK. Our UK based 
sales, product development and
engineering infrastructure is 
now supplemented by Chinese
manufacture which provides a
credible offer to customers for 
more complex applications.
During the second half of the 
year our second Chinese facility,
STMC Limited, was fitted out.
Regulatory formalities to begin
transacting domestic sales in 
China are complete, and we expect
the operation to begin making a
small contribution in 2004. Sales
from our UK facilities reduced to
£10.6m. A high proportion of the
business which remains UK sourced
is sold into industrial markets, and
we expect to see greater stability 
in coming months.
STADIUM GROUP PLC
7
2003 2002
Restated
Continuing operations £’000 £’000
Turnover
– Asia 14,450 12,526
– UK 10,604 13,773
25,054 26,299
Operating profit 1,537 852
Electronics
2003 2002
Continuing operations £’000 £’000
Turnover 9,821 9,889
Operating profit 890 922
Plastics
“Confidence in the
delivery of further
growth. ”
Turnover was maintained despite
challenging markets by taking an
assertive approach to maintaining
and building market share.
Production capacity utilisation for
larger mouldings was high, whilst
new channels for the cost effective
introduction of smaller products
factored from partners in the 
Far East region were introduced.
Current trading and prospects
Strong customer demand at the 
end of 2003 has continued into
2004, and sales are well ahead of
the corresponding period last year.
We continue to attract new
customers and enquiries at an
increasing rate, giving us confidence
in the delivery of further growth in
the current year and beyond.
Nigel Rogers
Chief Executive
23 February 2004 Directors’ report
STADIUM GROUP plc
8
Annual Report and Accounts 2003
The directors present their report and 
the audited accounts for the year ended 
31 December 2003.
Principal activities
The principal activities of the Group are 
the manufacture and sale of electronic
assemblies, and plastic mouldings.
Results and dividends
The results for the year are set out in the
consolidated profit and loss account on 
page 17 . A review of the activities, results
and future development of the Group is
given in the Chairman’s statement on 
page 5, and the Chief Executive’s review 
on pages 6 and 7 .
An interim dividend of 0.95 pence 
(2002: 0.95p) per ordinary share amounting
to £268,000 (2002: £268,000) was paid on 
21 October 2003. The directors recommend
payment of a final dividend 1.95 pence (2002:
1 .85 pence) per share amounting 
to £550,000 (2002: £522,000).
The retained profit for the financial year,
amounting to £660,000 will be transferred 
to reserves (2002: loss £1,583,000).
Directors and directors’ interests
The directors of the Company during the year and their interests in the ordinary share capital
(all beneficial, and including related family interests) were as follows:
Ordinary Shares of 5p each
31 Dec Family 31 Dec
2003 Acquired transfer Sold 2002
Ken Leung (appointed 1 January 2003) 50,000 50,000 –– –
Kevin Morley 57 ,000 –– – 57 ,000
Nigel Rogers 111,655 50,000 –– 61,655
Kamal Verma 274,237 10,000 (25,000) – 289,237
Struan Wiley 22,833 –– – 22,833
On 23 February 2004 Ken Leung acquired 15,000 shares at a price of 67 pence each, and Nigel
Rogers acquired 12,500 shares at a price of 67 pence each.
Kevin Morley and Kamal Verma retire by rotation and being eligible offer themselves 
for re-election.
Entitlements of the directors at 31 December 2003 to purchase ordinary shares of 5p each
under the share option schemes in Note 16 to the accounts, were as follows:
1984
Scheme 1996 Executive Share Option Scheme
Granted Granted Granted Granted
28 Mar 95 29 June 01 18 April 02 31 Dec 02
Exercise price 55p 40p 35p 35p
Ken Leung – 50,000 25,000 470,200
Nigel Rogers 1112,500 57 ,000 80,000 470,200
Kamal Verma – 74,000 60,000 470,200
There were no movements during the year. On 23 February 2004 Nigel Rogers exercised
12,500 options granted on 28 March 1995 at a price of 55 pence each. The market price of ordinary shares at 
31 December 2003 was 65p, and the 
shares traded in the range 35p to 68p 
during the year. 
Full details of directors’ shareholdings and
options to subscribe are recorded in the
Register of Directors’ Interests, which is
open to inspection by members. 
Authority to purchase own shares
A resolution giving the Company authority to
purchase its own issued ordinary shares of 
5 pence each will be proposed at the Annual
General Meeting. This authority is limited 
to purchases through the London Stock
Exchange at a price of not less than 5 pence
per share and not more than 5% above the
average of the middle-market quotations 
of the Company’s shares as shown in the
Alternative Investment Market Daily Official
List for the 10 business days before the
purchase is made, covering a maximum
number of 4,230,000 shares, being
approximately 15% of the Company’s
present issued ordinary share capital.
The directors would not propose to exercise
the authority to make purchases unless the
expected effect of the purchase would be to
increase earnings per share of the remaining
shares in the capital of the Company, and
unless the purchase is generally in the 
best interest of shareholders. Any shares
purchased under this authority would be
treated as cancelled and the number of
shares in issue reduced accordingly. The
directors presently intend that a resolution 
to renew this authority will be proposed at
each succeeding Annual General Meeting.
STADIUM GROUP PLC
9
Substantial shareholdings
As far as the directors are aware, the only notifiable holdings equal to or in excess of 3 per cent
of the issued ordinary share capital at 31 January 2004 were:
Ordinary shares of 5p each Number %
J O Hambro Capital Management 2,735,000 9.70
Framlington Investment Management 1,983,218 7 .03
Gartmore Investment Management 1,800,871 6.40
EW Wiseman Trust 1,542,920 5.47
AE Fry 1,432,750 5.08
DC Fry 1,160,380 4.11
SE Parr 1,053,758 3.74
AE Wiseman 1,026,072 3.64
SC Fry 860,000 3.05
Bank of Scotland Trustees 860,000 3.05 Employees
The Group actively encourages employee
participation and involvement through a
programme which includes an element of
performance related remuneration. In
addition, the share option schemes outlined
in note 16 to the accounts offer employees
the opportunity to benefit from the future
development prospects of the Group.
It is the Group’s policy to give full and fair
consideration to all applications from
disabled persons, with due consideration
being given to respective aptitudes and
abilities. The same policy applies in the event
of employees who become disabled during
employment. Appropriate training is provided
where applicable.
Payment of suppliers
It is the company’s policy to pay all suppliers
within payment terms formally agreed on 
an individual basis. The average period of
credit taken during 2003 was 60 days 
(2002: 60 days).
Donations
The Group made charitable donations during
the year amounting to £1,000 (2002: £500). 
No contributions were made to any political
organisation.
Auditors
A resolution to reappoint
PricewaterhouseCoopers LLP as auditors to
the company will be proposed at the annual
general meeting.
By order of the Board
David Collins
Company Secretary
23 February 2004
Directors’ report continued
STADIUM GROUP plc 
10
Annual Report and Accounts 2003 The Directors
The board of directors, which leads and controls the company has a formal schedule of matters
reserved for it, and consists of:
Non-executive chairman
Chief executive
Managing director – Electronics
Managing director – Stadium Asia
Senior independent director
The chairman and the senior independent director provide the appropriate balance between
the executive and non-executive directors, for a company of this size.
The board of directors take independent professional advice where necessary, at the
company’s expense. The board meets monthly, and the monthly management accounts and
other relevant information are circulated to all board members in advance of these meetings.
The consolidated group management accounts allow the performance of individual businesses
to be monitored against budget, previous forecasts and prior year actual results.
Existing directors are required to retire and submit themselves for re-election at least every
three years or at the first AGM after appointment. The appointment of new directors is
delegated to a nominations committee, which makes recommendations to the Board.
Directors’ remuneration
The Remuneration Committee consists entirely of the non-executive directors, and their 
policy and the details of each director’s remuneration are clearly explained in their report on
pages 13 and 14 and in note 4.
A proportion of the executive directors’ remuneration is structured so as to link rewards to
corporate and individual performance. The board will consider every year whether the report 
of the Remuneration Committee should be an item on the AGM agenda.
Relations with the shareholders
After the announcement of the interim and final results the directors meet the major
institutional and private shareholders to discuss trading and future developments. The board
encourages all shareholders to participate at the AGM. Corporate news and financial
information is provided on the company’s website at www.stadium.co.uk.
New Combined Code
The board recognises that the New Combined Code represents best practice for AIM-listed
companies, and regulates its activities with regard to the principles and provisions contained
therein.
Statement of directors’ responsibilities
The directors are responsible for keeping proper accounting records that disclose with
reasonable accuracy at any time the financial position of the company and the group and to
enable them to ensure that the financial statements comply with the Companies Act 1985. 
They are also responsible for safeguarding the assets of the company and the group and
hence for taking steps for the prevention and detection of fraud and other irregularities.
Corporate Governance
STADIUM GROUP PLC
11 The directors understand their responsibility, under company law, to prepare financial
statements for each financial year which give a true and fair view of the state of affairs of the
company and the group at the end of the financial year and of the profit or loss of the group
for the year to that date, along with public information that gives a balanced and
understandable assessment of the company’s position and prospects. In preparing these
financial statements the directors have:
– selected suitable accounting policies and applied them consistently, with the exception of
changes in accounting policy set out in the statement of accounting policies;
– made judgements and estimates that are reasonable and prudent;
– used applicable accounting standards;
Internal control
The system of internal controls established by the directors is intended to be comprehensive,
although the limitations of any system of control is such that it is designed to manage rather
than eliminate the risk of failure to achieve business objectives and it provides a reasonable,
rather than absolute, level of assurance against material misstatement or loss.
The principal features of the system of internal financial controls are:
– budgetary control over all operating units, measuring performance against pre-determined
targets on at least a monthly basis
– regular forecasting and reviews covering trading performance, assets, liabilities and cash
flows
– delegated limits of authority covering key financial commitments including capital
expenditure and recruitment
– identification and management of key business and inherent risks
– implementation and annual review of a group compliance manual.
The board continually reviews the effectiveness of other internal controls, including financial,
operational, compliance controls and risk management.
Audit Committee
The Audit Committee, which comprises the non-executive directors, meets to consider the
scope and key issues in planning the external audit. The external auditors report their findings
and any recommendations to the Audit Committee prior to the approval of the financial
statements.
Going concern
The directors confirm that, after having made appropriate enquiries, they have a reasonable
expectation that the group and company have adequate resources to continue operating for
the foreseeable future. Accordingly the directors continue to adopt the going concern basis in
the preparation of the accounts.
By order of the Board
David Collins
Company Secretary
23 February 2004
Corporate Governance continued
12
Annual Report and Accounts 2003 I present, on behalf of the Remuneration Committee of the board of directors, a report on
executive remuneration for the year ended 31 December 2003.
All matters relating to the remuneration of the executive directors are dealt with by the
Remuneration Committee which comprises the two non-executive directors of the company.
The objective of the Remuneration Committee is to ensure that the executive directors are
fairly rewarded for their contribution to the overall performance of the group, and that their
remuneration is set in such a manner as to attract, retain and motivate suitable individuals with
due regard to the effect upon the operating costs of the company.
The Remuneration Committee considers all elements comprising executive remuneration,
including basic salary, annual performance related payments, benefits in kind, grants of share
options and other longer term performance related remuneration, pension provision and period
of contractual notice.
Basic entitlements
Each of the executive directors has a service contract which is subject to a notice period of
twelve months.
The executive directors are each paid a basic annual salary which is open to review each
January. In addition, the executive directors are entitled to annual performance related bonuses
which are dependent upon the attainment of specific financial targets. Further benefits in kind
are awarded as appropriate, including the provision of a company car and private medical
insurance.
Pension provision
The UK executive directors are members of the Stadium Group Retirement Benefits Plan
(1974), with benefits accruing at a rate at which they become entitled to a pension of two
thirds of final earnings at 60 years of age. Nigel Rogers has an unfunded pension promise in
relation to the impact, if any, of the Inland Revenue earnings cap. Membership of the plan also
provides a death in service benefit of four times earnings and a widow’s pension of half the
directors’ pension. The plan is contributory at the rate of 7 .5% (2002: 7 .5%).
Share options and other long term performance related payments
Nigel Rogers and Kamal Verma are or have been holders of share options granted under the
1984 Management Share Option Scheme. No further grants will be made under this scheme,
and full details of options not yet exercised are provided on page 8.
The executive directors are entitled to participate in the 1996 Executive Share Option Scheme
on the same terms as all other employees. In addition, executive directors have been granted
further options under this scheme which are normally exercisable after five years and are
subject to more stringent performance criteria. Details of these options are set out on page 8
and note 16 to the accounts.
Report of the Remuneration Committee on behalf of the Board
STADIUM GROUP PLC
13 The executive directors participate in a long term performance related bonus scheme which
commenced on 1 January 2003 and matures on 31 December 2005. No other employees will
participate in this scheme, and only current executive directors who continue to be employed
on 1 January 2006 will receive any payment. Payments under the scheme are dependent upon
the level of real growth (adjusted for RPI changes) in fully diluted earnings per ordinary share,
against a base point of 4.0p pre-exceptional earnings per share from continuing activities
before goodwill amortisation. No payments will be made if real growth (after providing for any
costs of the scheme) is below 25% over three years. Payments for real growth above this level
will be as follows:
Real EPS growth Bonus as a %
(after costs of scheme) of 2005 salary
<25% Nil
25% 25
each add. 1% up to 35% 2
35% 45
each additional 1% 3
without upper limit
There will be no substantive changes to the scheme in future without prior shareholder
approval. Copies of the terms of the scheme are available for inspection at the Registered
Office, Stephen House, Brenda Road, Hartlepool and will be available immediately prior to the
Annual General Meeting.
Non-executive directors’ remuneration is determined by the board as a whole, and is set at
levels intended to attract individuals of an appropriate calibre.
Details of directors’ remuneration for the year ended 31 December 2003 are provided in 
note 4 to the accounts.
Struan Wiley
Chairman –  Remuneration Committee
23 February 2004
Report of the Remuneration Committee on behalf of the Board
continued
14
Annual Report and Accounts 2003 We have audited the financial statements which comprise the consolidated profit and loss
account, the statement of group total recognised gains and losses, the balance sheets, the
consolidated cash flow statement, the statement of accounting policies, and the related notes.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements in
accordance with applicable United Kingdom law and accounting standards are set out in the
statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with the relevant legal 
and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing
Practices Board. This report, including the opinion, has been prepared for and only for the
company’s members as a body in accordance with Section 235 of the Companies Act 1985
and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view
and are properly prepared in accordance with the Companies Act 1985. We also report to you
if, in our opinion, the directors’ report is not consistent with the financial statements, if the
company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law regarding directors’
remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications 
for our report if we become aware of any apparent misstatements or material inconsistencies
within the financial statements. The other information comprises only the chairman’s statement,
the chief executive’s review, the directors’ report, the corporate governance statement, and the
report of the remuneration committee on behalf of the board.
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable
assurance that the financial statements are free from material misstatement, whether caused
by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of 
the company and the group at 31 December 2003 and of the profit and cash flows of the
group for the year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Newcastle upon Tyne
23 February 2004
Independent Auditors’ Report to the 
members of Stadium Group plc
STADIUM GROUP PLC
15
"The maintenance and integrity of the Stadium Group plc website is the responsibility of the directors;
the work carried out by the auditors does not involve consideration of these matters and, accordingly,
the auditors accept no responsibility for any changes that may have occurred to the financial statements
since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial information
may differ from legislation in other jurisdictions." Registered office Stephen House
Brenda Road
Hartlepool
TS25 2BQ
Registered number 236394
Registrars Capita Registrars
P . O. Box 25
34 Beckenham Road
Kent
BR3 4BR
Auditors PricewaterhouseCoopers LLP
89 Sandyford Road
Newcastle upon Tyne
NE99 1PL
Bankers National Westminster Bank plc
48 Albert Road
Middlesbrough
TS1 1QD
Advisors Brewin Dolphin Securities Ltd
34 Lisbon Street
Leeds
LS1 4LX
Corporate directory
STADIUM GROUP plc
16
Annual Report and Accounts 2003 T otal
T otal Restated
2003 2002
Notes £000’s £000’s
Turnover
Continuing operations 34,875 36,188
Discontinued operations – 8,482
1 34,875 44,670
Cost of sales (26,487) (36,724)
Gross profit 8,388 7 ,946
Net operating expenses before exceptional items and goodwill amortisation (6,449) (6,771)
Exceptional items 2 – (1,341)
Goodwill amortisation 2 (132) (132)
Net operating expenses 2 (6,581) (8,244)
Continuing operations 1,807 1,409
Discontinued operations – (1,707)
Operating profit/(loss) 1 1,807 (298)
Net exceptional gains/(losses) 2 111 (772)
Interest payable (net) 2 (55) (267)
Profit/(loss) on ordinary activities before taxation 2 1,863 (1,337)
Taxation 5 (385) 544
Profit/(loss) for the financial year 21 1,478 (793)
Dividends 6 (818) (790)
Retained profit/(loss) for the year 20 660 (1,583)
Earnings/(loss) per share
Basic 22 5.2p (2.8)p
Diluted 22 5.1p (2.8)p
Earnings per share from continuing
operations before goodwill
amortisation and exceptional items
Basic 22 5.3p 4.2p
Diluted 22 5.2p 4.2p
Statement of Group total recognised gains and losses 2002
2003 Restated
£000’s £000’s
Profit/(loss) for the financial year 1,478 (793)
Goodwill written back on disposals – 1,183
Exchange adjustments offset in reserves (90) (268)
Total gains recognised for the year 1,388 122
The prior year comparatives have been restated as a result of the change in accounting policy described on page 22.
Consolidated profit and loss account 
for the year ended 31 December 2003
STADIUM GROUP PLC
17 Group Company
2003 2002 2003 2002
Notes £000’s £000’s £000’s £000’s
Fixed assets
Intangible assets 7 801 933 – –
Tangible assets 8 10,218 11,194 8,383 8,787
Investments 9 – – 5,411 5,250
11,019 12,127 13,794 14,037
Current assets
Stocks 10 3,507 4,128 1,868 2,118
Debtors due after more than one year 11(a) 313 1,278 313 1,149
Debtors due within one year 11(b) 7 ,880 7 ,755 5,750 9,523
Cash at bank and in hand 1,053 590 2 1
12,753 13,751 7 ,933 12,791
Creditors: amounts falling due within one year
Bank overdrafts 13 (36) (1,035) (1,816) (2,272)
Creditors 12 (8,727) (8,606) (5,971) (7 ,755)
(8,763) (9,641) (7 ,787) (10,027)
Net current assets 3,990 4,110 146 2,764
Total assets less current liabilities 15,009 16,237 13,940 16,801
Creditors: amounts falling due after more than one year 13 (1,606) (3,459) (1,606) (3,459)
Provision for liabilities and charges 15 (205) (150) (244) (385)
Net assets 13,198 12,628 12,090 12,957
Capital and reserves
Called up equity share capital 16 1,411 1,411 1,411 1,411
Share premium account 17 4,032 4,032 4,032 4,032
Capital redemption reserve 18 88 88 88 88
Merger reserve 19 2,751 2,751 – –
Profit and loss account 20 4,916 4,346 6,559 7 ,426
Equity shareholders’ funds 21 13,198 12,628 12,090 12,957
The accounts were approved by the Board on 23 February 2004 and signed on its behalf by:
Nigel Rogers
Director
Balance sheets
at 31 December 2003
18
Annual Report and Accounts 2003 Notes 2003 2002
£000’s £000’s
Net cash inflow from operating activities A 2,375 815
Servicing of finance
Net interest paid (55) (267)
Net cash outflow from servicing of finance (55) (267)
Tax (paid)/received (7) 285
Capital expenditure
Purchase of tangible fixed assets (546) (732)
Sale of tangible fixed assets 681 1,936
Net cash inflow from capital expenditure 135 1,204
Disposals
Disposal proceeds from sale of businesses – 4,952
Receipt of deferred consideration 1,000 316
Net cash inflow from disposals 1,000 5,268
Equity dividends paid (790) (790)
Net cash inflow before financing C 2,658 6,515
Financing
Loans repaid (1,196) (6,555)
Net cash outflow from financing (1,196) (6,555)
Increase/(decrease) in cash B 1,462 (40)
Consolidated cash flow statement 
for the year ended 31 December 2003
STADIUM GROUP PLC
19 A Net cash inflow from operating activities
2002
2003 Restated
£000’s £000’s
Operating profit/(loss) 1,807 (298)
Release of grants received (67) (67)
Goodwill amortisation 132 132
Depreciation 1,077 1,379
Loss on sale of tangible fixed assets – 25
Decrease in stocks 620 1,269
(Increase) in debtors (159) (425)
(Decrease) in creditors (1,035) (1,200)
Net cash inflow from operating activities 2,375 815
B Analysis of changes in net debt
2002 Cash flow Exchange 2003
£000’s£000’s £000’s £000’s
Cash 590 463 – 1,053
Bank overdrafts (1,035) 999 – (36)
Sub total (445) 1,462 – 1,017
Loans due within one year (800) (241) – (1,041)
Loans due after more than one year (3,280) 1,437 282 (1,561)
(4,525) 2,658 282 (1,585)
C Reconciliation of net cash flow to movement in net debt
2003 2002
£000’s £000’s
Increase/(decrease) in cash in period 1,462 (40)
Cash outflow from decreases in debt and finance leases 1,196 6,555
Movement in net debt resulting from cash flows 2,658 6,515
Consolidated cash flow statement 
for the year ended 31 December 2003
20
Annual Report and Accounts 2003 Basis of accounting
The accounts have been prepared under the historical cost convention in accordance with
applicable Accounting Standards in the United Kingdom.
Basis of consolidation
The Group accounts consolidate those of the Company and its subsidiaries. Businesses
acquired or disposed of during the year are consolidated from the effective date of acquisition
or until the effective date of disposal.
Grants
Grants received as a contribution towards specific expenditure on fixed assets are held in a
deferred income account and recognised in the profit and loss account over the expected
useful lives of the related assets.
Other grants received, including Regional Selective Assistance, are held in a deferred income
account and recognised in the profit and loss account so as to match them with expenditure 
to which they are intended to contribute.
Goodwill
Purchased goodwill is included within intangible assets, and amortised over its useful
economic life. In accordance with FRS 10 previously written off goodwill has not been
reinstated into the balance sheet, and is written back to the profit and loss account in the
event of a subsequent disposal.
Fixed assets
Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided at rates
calculated to write down the cost of assets (excluding freehold land) over their estimated
useful lives by equal annual instalments at the following rates:
Freehold buildings 2%
Plant and machinery 10%
Fixtures and equipment 10-25%
Investments in subsidiary undertakings in the accounts of the Company are stated at cost less
provision for impairment.
Stocks and work in progress
Stocks and work in progress are stated at the lower of cost and net realisable value. Cost is
determined on a first in, first out basis including transport and handling costs and, in the case
of manufactured products, includes all direct expenditure and production overheads based on
normal levels of activity.
Deferred taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events that result in an obligation to
pay more tax in the future or a right to pay less tax in the future have occurred at the balance
sheet date. A deferred tax asset is regarded as recoverable and therefore recognised only
when, on the basis of all available evidence, it can be regarded as more likely than not that
there will be suitable taxable surpluses from which the future reversal of the underlying timing
differences can be deducted. Deferred tax balances are not discounted.
Statement of accounting policies
STADIUM GROUP plc
STADIUM GROUP PLC
21 Pension costs
Defined benefit scheme
The expected cost of providing pension benefits (the regular cost) is provided over the 
service lives of employees as a substantially level percentage of the current and expected
future pensionable payroll in the light of current actuarial assumptions.
Variations from the regular cost of providing pension benefits are recognised over the
remaining service life of current employees.
Defined contribution schemes
Contributions payable are charged to the profit and loss account in the accounting period in
which they are incurred.
Foreign currencies and change in accounting policy
Transactions denominated in foreign currencies are recorded at the prevailing rate on the date
of the transaction.
Trading assets and liabilities denominated in foreign currencies are translated into sterling 
at the rate prevailing at the year end. Gains and losses arising on the translation of foreign
currencies are dealt with as part of operating profit.
The assets and liabilities of foreign subsidiary undertakings are translated into Sterling at the
year end exchange rate. Exchange differences arising on retranslation of opening assets and
liabilities, and on long term financing denominated in foreign currency, are taken directly 
to reserves.
The profits and losses of foreign subsidiary undertakings are translated into Sterling at the
average exchange rate prevailing during the year. Exchange differences arising are dealt with 
in reserves. In prior years translation has been effected at closing rates.
The board considers that translation at average rates more fairly reflects the increasingly
significant contribution of overseas earnings. The effect of this change in accounting policy 
on results for the year is an increase in profit after taxation of £106,000 (2002: reduce loss
after taxation by £46,000), and increase foreign exchange losses dealt with in reserves by
corresponding amounts. There is no effect on the balance sheet. Comparative amounts have
been restated accordingly.
Turnover
Turnover represents the value of invoiced sales of goods and services during the year, net of
value added tax and discounts. Invoices are raised when goods are despatched to customers
and title to the goods passes.
Statement of accounting policies continued
STADIUM GROUP plc
22
Annual Report and Accounts 2003 1 Segmental analyses
2003 2002 2002
Continuing Continuing 2002 2002 Total
T otal Restated Discontinued Exceptional Restated
£000’s £000’s £000’s £000’s £000’s
Turnover
Electronics 25,054 26,299 1,435 – 27 ,734
Plastics 9,821 9,889 5,560 – 15,449
Other activities – – 1,487 – 1,487
Total 34,875 36,188 8,482 – 44,670
Operating 
profit/(loss)
Electronics 1,537 852 (174) (762) (84)
Plastics 890 922 (26) – 896
Other activities – – (166) (453) (619)
Group (620) (365) – (126) (491)
Total 1,807 1,409 (366) (1,341) (298)
Net assets
Electronics 5,337 5,389 31 – 5,420
Plastics 3,624 3,680 –– 3,680
Other activities – – 84 – 84
Group 4,237 3,444 –– 3,444
Total 13,198 12,513 115 – 12,628
T urnover 
by origin
UK 20,425 23,662 8,482 – 32,144
Asia 14,450 12,526 –– 12,526
Total 34,875 36,188 8,482 – 44,670
Net assets
UK 10,699 9,926 115 – 10,041
Asia 2,499 2,587 –– 2,587
Total 13,198 12,513 115 – 12,628
Turnover by destination
2002 2002
Continuing T otal
2003 Restated Restated
£000’s £000’s£000’s
UK 25,040 25,510 33,709
Europe 3,130 3,495 3,778
Americas 1,886 1,667 1,667
Asia 3,777 4,257 4,257
Other 1,042 1,259 1,259
Group total 34,875 36,188 44,670
Notes to the accounts
STADIUM GROUP plc 
STADIUM GROUP PLC
23 2 Profit/(loss) on ordinary activities before taxation
2002
2003 Restated
£000’s £000’s
(a) Net operating expenses
Distribution costs (1,188) (1,363)
Administrative expenses (5,772) (7 ,198)
Other operating income 379 317
(6,581) (8,244)
(b) Administrative expenses include the following exceptional costs:
Redundancy costs – 565
Asset impairments and stock provisions – 518
Other closure costs – 258
– 1,341
(c) Net exceptional gains/(losses) comprise:
Loss on sale of subsidiaries (275) (1,784)
Gain on sale of freehold properties 386 1,082
Movement on pension scheme prepayment – (70)
111 (772)
(d) Profit/(loss) on ordinary activities before taxation is stated after charging/(crediting):
Auditors’ remuneration:
for audit services (including £20,000 in respect of the Company, 2002: £20,000) 54 54
for taxation services 20 20
for corporate finance services – 208
Depreciation 1,077 1,379
Goodwill amortisation 132 132
Deferred grants (67) (67)
(e) Interest payable (net) comprises:
Interest receivable 81 83
Interest payable on bank loan and overdrafts (136) (350)
(55) (267)
3 Employees
Average number of employees (including directors) during the year was: 2003 2002
Production – Plastics 99 113
– UK Electronics 242 370
– Asia Electronics 696 611
Selling and administrative 431 417
1,468 1,511
Aggregate payroll costs were as follows: £000’s £000’s
Wages and salaries 7 ,689 10,757
Social Security costs 510 684
Pension costs (note 23) 580 602
8,779 12,043
Notes to the accounts
STADIUM GROUP plc 
Annual Report and Accounts 2003
24 4 Directors’ remuneration 2003 2002
£000’s £000’s
Fees 55 55
Salaries and benefits in kind 450 437
Bonus 112 162
617 654
Directors’ remuneration comprised: Benefits
Fees Salary Bonus in kind T otal 2002
£000’s£000’s£000’s£000’s £000’s £000’s
Ken Leung (from 1 January 2003) – 114 36 14 164 –
Kevin Morley 25 ––– 25 25
John Pearson (to 4 March 2002) –––– – 18
Nigel Rogers – 165 38 9 212 235
Tim Sale (to 31 December 2002) –––– – 150
Kamal Verma – 138 38 10 186 196
Struan Wiley 30 ––– 30 30
Total 55 417 112 33 617 654
Nigel Rogers and Kamal Verma are both members of a defined benefit pension scheme (see note 23) and total
company contributions in the year were £18,000 (2002: £16,000). The accrued pension of the highest paid director
was £52,000 (2002: £37 ,000).
In addition to the directors’ remuneration set out above, the sum of £125,000 (2002: nil) was charged to the profit
and loss account in respect of provisional amounts that may be awarded on the maturity date of the long term
incentive scheme described on page 14.
5 T axation 2003 2002
Restated
Current tax: £000’s£000’s £000’s£000’s
UK corporation tax on profit/(loss) of the period 0 0
Adjustments in respect of previous periods (1) (64)
(1) (64)
Foreign tax 325 99
Total current tax 324 35
Deferred tax:
Origination and reversal of timing differences 224 (300)
Adjustments in respect of previous periods (163) (279)
Total deferred tax 61 (579)
Tax on profit/(loss) on ordinary activities 385 (544)
The tax assessed for the period is lower than the 
standard rate of corporation tax in the UK (30 per cent). 
The differences are explained below:
Profit/(loss) on ordinary activities before tax 1,863 (1,337)
Profit/(loss) on ordinary activities multiplied by standard 
rate of corporation tax in the UK of 30.0% (2002: 30%) 559 (401)
Effects of:
Expenses not deductible for tax purposes 54 (95)
Capital allowances for period in excess of depreciation (224) 595
Overseas earnings at lower rates (64) –
Adjustments in respect of previous periods (1) (64)
Current tax charge for period 324 35
STADIUM GROUP PLC
25 6 Dividends
2003 2002
Equity £000’s £000’s
Ordinary dividends:
Interim dividend at 0.95p per share (2002: 0.95p) 268 268
Final dividend at 1.95p per share (2002: 1.85p) 550 522
818 790
7 Intangible fixed assets
GROUP Goodwill
Cost £000’s
At 1 January 2003 and at 31 December 2003 8,016
Amortisation
At 1 January 2003 7 ,083
Charge for year 132
At 31 December 2003 7 ,215
Net book amount
31 December 2003 801
31 December 2002 933
The net book amount of goodwill at 31 December 2003 relates to the acquisition of Stadium Asia Limited in
March 2000, and is amortised on a straight line basis over ten years ending in 2009.
8 Tangible fixed assets
Freehold land Plant and Fixtures &
and buildings machinery equipment T otal
GROUP £000’s£000’s£000’s £000’s
Cost
At 1 January 2003 11,187 12,582 2,510 26,279
Additions – 473 73 546
Disposals (350) (1,195) (270) (1,815)
Foreign exchange movement (44) (171) (58) (273)
At 31 December 2003 10,793 11,689 2,255 24,737
Depreciation
At 1 January 2003 2,675 10,470 1,940 15,085
Charge for year 204 723 150 1,077
Disposals (107) (1,142) (271) (1,520)
Foreign exchange movement (3) (89) (31) (123)
At 31 December 2003 2,769 9,962 1,788 14,519
Net book amount
31 December 2003 8,024 1,727 467 10,218
31 December 2002 8,512 2,112 570 11,194
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2003
26 8 Tangible fixed assets continued
Freehold land Plant and Fixtures &
and buildings machinery equipment T otal
COMPANY £000’s£000’s£000’s £000’s
Cost
At 1 January 2003 9,976 5,148 1,204 16,328
Additions – 166 29 195
Disposals – (1,127) (267) (1,394)
At 31 December 2003 9,976 4,187 966 15,129
Depreciation
At 1 January 2003 2,147 4,434 960 7 ,541
Charge for year 195 312 72 579
Disposals – (1,107) (267) (1,374)
At 31 December 2003 2,342 3,639 765 6,746
Net book amount
31 December 2003 7 ,634 548 201 8,383
31 December 2002 7 ,829 714 244 8,787
There were outstanding commitments in respect of Group capital expenditure as follows:
2003 2002
£000’s £000’s
Contracted – 148
9 Investments
Company
2003 2002
Investments in subsidiary companies at net book amount: £000’s £000’s
At 1 January 5,250 11,571
Investment in STMC Limited 161 –
Transfer – 1,216
Disposals – (1,747)
Impairment provisions – (5,790)
At 31 December 5,411 5,250
At 31 December 2003 the principal subsidiaries, included on consolidation, all of which were wholly owned were
as follows:
Name Nature of business Registration Operation
Stadium Asia Limited Electronic Manufacturing Services British Virgin Islands China/
Hong Kong
STMC Ltd Electronic Manufacturing Services Hong Kong China
Daren Electronics Limited Sale and manufacture of power units England & Wales UK
Quest Consumer Products Limited Babycare and nursery goods England & Wales UK
STADIUM GROUP PLC
27 10 Stocks
Group Company
2003 2002 2003 2002
£000’s £000’s £000’s £000’s
Raw materials and consumables 1,755 1,793 460 525
Work in progress 635 950 449 745
Finished goods and goods for resale 1,117 1,362 959 848
Tooling costs recoverable from customers – 23 – –
3,507 4,128 1,868 2,118
11 Debtors
(a) Amounts due after more than one year:
Deferred consideration 313 1,278 313 1,149
(b) Amounts due within one year:
Trade debtors 5,236 5,119 2,407 2,465
Deferred consideration 989 1,024 989 874
Amounts due from group companies – – 957 4,797
Other debtors 64 52 28 46
Prepayments and accrued income 1,591 1,560 1,369 1,341
7 ,880 7 ,755 5,750 9,523
12 Creditors: amounts falling due within one year
2003 2002 2003 2002
£000’s £000’s £000’s £000’s
Current portion of bank loans (secured) 1,041 800 1,041 800
Trade creditors 3,137 3,762 1,181 1,556
Amounts owed to group companies – – 1,456 3,869
Corporation tax payable 590 297 332 –
Other creditors including tax and social security 919 1,145 374 302
Accruals and deferred income 2,490 2,080 1,037 706
Dividends payable 550 522 550 522
8,727 8,606 5,971 7 ,755
13 Creditors: amounts falling due after more than one year
Bank loans (secured) 1,561 3,280 1,561 3,280
Deferred income 45 179 45 179
1,606 3,459 1,606 3,459
The net bank borrowings, including overdrafts, of Group companies are secured by fixed and floating charges over
the assets of the Group. There is a guarantee relating to indebtedness of all Stadium Group companies in the UK
to National Westminster Bank Plc, which is secured by a fixed and floating charge over the assets of all 
UK group companies.
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2003
28 14 Derivatives and other financial instruments
Set out below are the narrative and numerical disclosures required by Financial Reporting Standard 13
“Derivatives and other financial instruments. ” The Group has taken advantage of the exemption available 
under FRS 13 not to provide numerical disclosures in relation to short-term debtors and creditors.
Narrative disclosures
Financial instruments:
The Group’s financial instruments, other than derivatives, comprise borrowings, some cash and liquid resources
and various items such as trade debtors, trade creditors, etc. that arise directly from its operations. The main
purpose of these financial instruments is to manage the finance of the Group’s operations.
It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments
shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and foreign
currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised
below.
Interest rate risk:
The Group finances its operations through a mixture of retained profits and bank borrowings. The Group borrows
in Sterling and US dollars at floating rates of interest.
Liquidity risk:
As regards liquidity, the Group’s policy is to maintain undrawn overdraft borrowing facilities in order to provide
flexibility in the management of the Group’s liquidity. At the year end the Group had overdraft facilities of 
£3,500,000 (2002: £3,500,000) of which £36,000 was being used (2002: £1,035,000).
Foreign currency risk:
The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating units
in currencies other than Sterling, being the Group’s functional currency. The Group matches payments and
receipts to minimise exposure, and buys the currency when the liability falls due.
The Group has one significant overseas business, Stadium Asia. As a result the Group’s balance sheet can be
affected by movements in US$. This is mitigated by bank loans denominated in US$. Gains or losses arising 
from such borrowings, are dealt with in reserves.
Numerical disclosures
Interest rate & currency profile of financial liabilities:
The Group’s financial liabilities are denominated in Sterling and US$ and have floating interest rates. The floating
rate financial liabilities comprise:
•  Bank borrowings that bear interest at 0.7% above LIBOR.
•  Overdraft that bears interest at rates based on bank base rates plus 1%.
Maturity of financial liabilities and undrawn facilities:
The maturity profile of the Group’s loans and overdrafts and undrawn facilities at 31 December 2003 was as
follows:
2003 2002
Liabilities Undrawn Liabilities Undrawn
£000’s£000’s £000’s£000’s
In 1 year or less, or on demand 1,077 3,464 1,835 2,465
In more than 1 year but not more than 2 years 1,041 – 800 –
In more than 2 years but not more than 5 years 520 – 2,480 –
2,638 3,464 5,115 2,465
STADIUM GROUP PLC
29 14 Derivatives and other financial instruments continued
Currency exposures:
At 31 December 2003 the group had net borrowings denominated in US$ of £2,602,000 (2002: £2,884,000).
During the year the group realised net currency gains of £282,000 (2002: £116,000) on this facility which has been
credited to reserves.
Fair values of financial assets and liabilities:
Set out below is a comparison by category of book values and fair values of the Group’s financial assets and
liabilities as at 31 December 2003.
2003 2002
Book V alue Fair V alue Book V alue Fair V alue
£000’s£000’s £000’s£000’s
Cash at bank and in hand 1,053 1,053 590 590
Bank loans and overdrafts repayable within one year (1,077) (1,077) (1,835) (1,835)
Bank loans repayable after more than one year (1,561) (1,561) (3,280) (3,280)
15 Provision for liabilities and charges Group Company
2003 2002 2003 2002
£000’s £000’s £000’s £000’s
Deferred taxation has been fully provided at 
30% (2002: 30%) in respect of:
Capital allowances (133) (105) (94) 104
Other timing differences 338 255 338 281
205 150 244 385
Movement on the deferred tax account was as follows:
At 1 January 2003 150 385
Foreign exchange adjustment (6) –
Profit and loss account 61 (141)
At 31 December 2003 205 244
16 Equity share capital
Group & Company
2003 2002
£000’s £000’s
Authorised
40,140,000 ordinary shares of 5p each 2,007 2,007
Allotted, called up and fully paid:
28,212,198 ordinary shares of 5p each 1,411 1,411
Option agreements existed at 31 December 2003 to purchase ordinary shares of 5p each as follows:
Date granted Number of options Exercisable between: Price
28 March 1995 12,500 28 March 1998 & 28 March 2005 55p
4 March 1996 29,000 4 March 1999 & 4 March 2006 120p
21 March 1997 10,500 21 March 2000 & 21 March 2007 138.5p
31 March 1998 37 ,500 31 March 2001 & 31 March 2008 172.5p
19 October 1998 10,000 19 Oct 2001 & 19 Oct 2005 150.5p
29 March 1999 34,000 29 March 2002 & 29 March 2009 102.5p
10 April 2000 32,500 10 April 2003 & 10 April 2010 59p
29 June 2001 240,000 29 June 2004 & 29 June 2011 40p
18 April 2002 265,000 18 April 2005 & 18 April 2012 35p
13 May 2002 50,000 13 May 2005 & 13 May 2012 40p
31 December 2002 1,410,600 31 December 2007 & 31 December 2012 35p
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2003
30 17 Share premium account Group &
Company
£000’s
Balance at 1 January 2003 and 31 December 2003 4,032
18 Capital redemption reserve
Balance at 1 January 2003 and 31 December 2003 88
19 Merger reserve Group
£000’s
Balance at 1 January 2003 and 31 December 2003 2,751
20 Profit and loss account
Group Company
2003 2003
£000’s£000’s
Retained profits at 1 January 2003 4,346 7 ,426
Retained profit/(loss) for the financial year 660 (1,009)
Foreign exchange movement (90) 142
Retained profits at 31 December 2003 4,916 6,559
At 31 December 2003 accumulated goodwill and costs arising on acquisitions eliminated against reserves
amounted to £4,076,000 (2002: £4,076,000).
The (loss)/profit for the year dealt with in the accounts of the holding company amounted to (£191,000)
(2002: £5,414,000). The directors have taken advantage of the exemption available under Section 230 of 
the Companies Act 1985 and have not presented a profit and loss account for the company alone.
21 Reconciliation of movements in equity shareholders’ funds
Group
2002
2003 Restated
£000’s £000’s
Profit/(loss) for the financial year 1,478 (793)
Dividends and other appropriations (818) (790)
Goodwill written back on disposals – 1,183
Foreign exchange movement (90) (268)
Net movement 570 (668)
Equity shareholders’ funds at beginning of year 12,628 13,296
Equity shareholders’ funds at end of year 13,198 12,628
STADIUM GROUP PLC
31 22 Earnings/(loss) per share
The calculation of basic earnings per share is based on the profit/(loss) for the financial year of £1,478,000 
(2002: loss of £793,000) and the weighted average number of ordinary shares in issue during the year of
28,212,198 (2002: 28,212,198).
Diluted earnings per share reflect dilutive options granted resulting in a weighted average number of
28,799,409 ordinary shares (2002: 28,212,198).
The reconciliation of basic earnings per share to earnings per share excluding exceptional items and goodwill
amortisation is as follows:
2003 2002 (Restated)
£000’s per share £000’s per share
Earnings from continuing activities before 
goodwill amortisation and exceptional items 1,499 5.3p 1,175 4.2p
Discontinued activities –– (366) (1 .3)p
Goodwill amortisation (132) (0.5)p (132) (0.5)p
Exceptional items 111 0.4p (1,470) (5.2)p
Basic earnings/(loss) per share 1,478 5.2p (793) (2.8)p
23 Pension commitments
(a) The Group operates two principal pension schemes for current employees.
(i) The Stadium 1974 Pension Scheme
This is a defined benefit plan available to employees and executive directors, with active membership
at 31 December 2003 of 52 (1 January 2003: 59). It was closed to new entrants in 1995.
Pension costs attributable to this scheme are assessed in accordance with the advice of an
independent actuary using the projected unit method. The latest actuarial review considered the
position as at 7 April 2002, and assumed that the annual investment return would exceed salary
increases (including merit) by a margin of 3%. At 7 April 2002 the middle market value of the scheme
assets was £14,898,000, which was sufficient on the stated assumptions to cover 82.6% of the
accrued benefits based on expected final salary levels. 
The profit and loss account effect of this scheme was a charge of £484,000 (2002: £457 ,000).
(ii) The Stadium 1996 Pension Plan
This is a defined contribution scheme with active membership at 31 December 2003 of 108, 
(1 January 2003: 132). The profit and loss account effect of this scheme, together with other minor
pension contributions made on a money purchase basis, was a cost of £96,000 (2002: £145,000).
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2003
32 23 Pension commitments continued
(b) FRS 17 Retirement Benefits
The valuation for 31 December 2003 FRS 17 disclosures have been estimated by the scheme actuary.
The financial assumptions used at the end of the period to calculate the scheme liabilities and expected
returns on assets are:
Valuation method Projected Unit
2003 2002 2001
Discount rate 5.6% 5.4% 6.0%
Salary increases 2.8% 2.3% 3.0%
Inflation 2.8% 2.3% 2.8%
LPI Pension increases 2.5% 2.3% 2.8%
Post 88 Group increases 2.5% 2.3% 2.5%
Deferred pension revaluation 2.5% 2.3% 2.8%
Value at Value at Value at
31 December 2003 31 December 2002 31 December 2001
Investments (including long term £000’s £000’s£000’s
expected rate of return)
– Equities 8,104 (7 .9%) 7,871 (8.3%) 9,770 (10.6%)
– Bonds 4,356 (5.1%) 3,240 (5.4%) 3,210 (6.0%)
– Others 1,441 (7 .8%) 1,344 (4.0%) 1,957 (6.0%)
13,901 12,455 14,937
Based on the FRS 17 assumptions the funding of the schemes was:
2003 2002
£000’s £000’s
Market value of assets 13,901 12,455
Present value of liabilities (23,332) (22,428)
Scheme deficit (9,431) (9,973)
Related deferred tax asset 2,829 2,992
Net pension liability under FRS 17 (6,602) (6,981)
If FRS 17 had been applied the balance sheet would have been restated as follows:
Group Group
2003 2002
£000’s £000’s
Net assets
Net assets excluding net pension liability 13,198 12,628
Reversal of SSAP 24 prepayment net of deferred tax (928) (822) 
Net pension liability (6,602) (6,981) 
Net assets including pension liability 5,668 4,825
Reserves
Profit and loss account excluding net pension liability 4,916 4,346 
Reversal of SSAP 24 prepayment net of deferred tax (928) (822) 
Net pension liability (6,602) (6,981) 
Profit and loss account including pension liability (2,614) (3,457) 
STADIUM GROUP PLC
33 23 Pension commitments continued
If FRS 17 had been applied the profit and loss account would have been restated as follows:
2003 2002
£000’s £000’s
Profit/(loss) before taxation as stated 1,863 (351)
Reversal of costs accounted for under SSAP24:
Pension costs 484 397
Costs accounted for under FRS 17
Current service costs (145) (275)
Costs of settlement – (48)
Total service costs (145) (323)
Expected return on scheme assets 911 1,316
Interest on scheme liabilities (1,197) (1,190)
Net finance cost (286) 126
Net costs under FRS 17 (431) (197)
Profit/(loss) before taxation as restated 1,916 (151)
The movement in deficit under FRS 17 during the year comprised
2003 2002
£000’s £000’s
Deficit in the scheme at 1 January (9,973) (5,179)
Current service costs (145) (275)
Costs of settlement – (48)
Contributions 626 566
Net finance (cost)/income (286) 126
Actuarial gain/(loss) 347 (5,163)
Deficit in the scheme at 31 December (9,431) (9,973)
Analysis of effect on the statement of total recognised
gains and losses comprised: 2003 2002
£000’s £000’s
Actual return less expected return on scheme assets 805 (3,155)
Experience gains and losses on scheme liabilities (403) (704)
Change in assumptions underlying the present value
of scheme liabilities (55) (1,304)
347 (5,163)
History of experience gains and losses
2003 2002
Difference between the actual and expected return
on scheme assets:
amount (£000’s) 805 (3,155)
% of scheme assets 6% 25%
Experience loss on scheme liabilities:
amount (£000’s) (403) (704)
% of the present value of scheme liabilities 2% 3%
Total actuarial gain/(loss) recognised in STRGL:
amount (£000’s) 347 (5,163)
% of the present value of scheme liabilities 1% 23%
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2003
34 2002
1999 2000 2001 Restated 2003
£000’s£000’s£000’s£000’s £000’s
Turnover 89,180 89,909 75,737 44,670 34,875
Operating profit*
1
6,855 5,286 934 1,541 1,939
Discontinued activities –– 655 (366) –
Exceptional items (101) (768) (6,453) (2,113) 111
Goodwill amortisation and impairment (242) (1,034) (3,771) (132) (132)
Interest payable (993) (1,174) (939) (267) (55)
Profit/(loss) before taxation 5,519 2,310 (9,574) (1,337) 1,863
Earnings per share*
1
16.2p 12.6p 1 .9p 4.2p 5.3p
Ordinary dividend per share 5.6p 5.6p 2.8p 2.8p 2.9p
Interest cover*
1
6.9x 4.5x 1 .0x 5.6x 35.3x
Dividend cover*
1
2.9x 2.3x 0.7x 1 .4x 1.8x
Fixed assets 26,451 28,065 16,514 12,127 11,019
Working capital 8,743 11,450 9,092 5,355 4,013
Bank borrowings (net) (10,798) (15,327) (11,094) (4,525) (1,585)
Other liabilities (2,344) (2,201) (1,216) (329) (249)
Net assets 22,052 21,987 13,296 12,628 13,198
Net assets per share 75p 78p 47p 45p 47p
Bank gearing 49% 70% 83% 36% 12%
*
1
Pre-exceptional items and goodwill amortisation, from continuing activities.
Five year financial summary
STADIUM GROUP plc 
STADIUM GROUP PLC
35 Notice is hereby given that the Annual General Meeting of the Company will be held at 5 Giltspur Street, London EC1, at 12 noon,
Monday 26 April 2004 to consider, and if thought fit, to pass the following resolutions 1 to 5 as Ordinary Resolutions, and resolutions 6
and 7 as Special Resolutions.
Resolution 1
To receive the accounts and reports of the directors and the auditors thereon for the year ended 31 December 2003.
Resolution 2
To declare a final dividend of 1.95 pence per ordinary share.
Resolution 3
To re-elect Kamal Verma as a director for a period of three years.
Resolution 4
To re-elect Kevin Morley as a director, for a period of one year until the conclusion of the Annual General Meeting in 2005.
Resolution 5
To reappoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next general meeting
at which accounts are laid before the Company and that their remuneration be fixed by the directors.
Resolution 6 (special resolution)
To empower the directors, pursuant to section 95 of the Companies Act 1985, to allot equity securities (as defined in section 94 of
that Act) for cash, at any time when they are generally authorised for the purposes of section 80 of that Act, as if section 89(1) of that
Act did not apply to any such allotment, provided that this power is limited:
(i) to the allotment of equity securities in connection with a rights issue in favour of the holders of ordinary shares where the
equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as maybe) 
to the respective numbers or ordinary shares held or deemed to be held by them, subject only to such exclusions or other
arrangements as the director may deem necessary or expedient to deal with fractional entitlements, legal or practical problems
arising in any overseas territory or by virtue of shares being represented by depository receipts, the requirements of any
regulatory body or stock exchange, or any other matter whatsoever, and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) of this resolution) of equity securities up to an aggregate nominal
value of £70,530 and shall expire at the conclusion of the Annual General Meeting of the Company in 2005 or 26 July 2005,
whichever is the earlier, save that the Company may before such expiry make any offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuant of such offer 
or agreement as if the power hereby conferred had not expired.
Resolution 7 (special resolution)
To generally and unconditionally authorise the Company to make market purchases (within the meaning of Section 163(3) of the
Companies Act 1985) of ordinary shares of 5 pence each of the Company provided that:
(i) the maximum number of ordinary shares hereby authorised to be acquired is 4,230,000 ordinary shares, being approximately
15% of the issued share capital of the Company;
(ii) the minimum price which may be paid for any such share is 5 pence;
(iii) the maximum price which may be paid for any such share is an amount equal to 105% of the average of the middle market
quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the 10
business days immediately preceding the day on which such share is contracted to be purchased;
(iv) the authority hereby conferred shall expire on the earlier of the 2005 Annual General Meeting or 26 July 2005;
(v) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of
such authority, which contract will or may be executed wholly or partly after expiry of such authority, and may purchase its
ordinary shares in pursuance of any such contract.
By order of the Board
D Collins
Company Secretary
23 February 2004
Notes
Resolutions 6 empowers the directors to allot ordinary shares for cash otherwise than pro-rata to existing shareholders. This power is limited to
allotments in connection with a rights issue, and otherwise to 1,410,610 ordinary shares representing approximately 5 per cent of the issued ordinary
share capital of the Company as at 31 January 2004.
A member entitled to attend and vote at the meeting may appoint a proxy (who need not be a member of the Company) to attend and, on a poll, to vote in
his place. The instrument appointing a proxy should be deposited a the Company’s registered office not less than 48 hours before the time of the meeting.
Registered in England No: 236394. Registered Office: Stephen House, Brenda Road, Hartlepool, TS25 2BQ.
Notice of Annual General Meeting
STADIUM GROUP plc 
Annual Report and Accounts 2003
36 STADIUM GROUP PLC
4
GROUP PLC
QUALITY ASSURED
Delivering quality products
and services
 Delight our customers
 Value our people
 Quality excellence
 Protect the environment
 Enhanced supplier partnerships Stadium Group plc
Stephen House
Brenda Road
Hartlepool  TS25 2BQ
www.stadium.co.uk