InTechnology
Annual Report and Accounts 2003 Highlights 1
Non-Executive President’s introduction 2
Executive Chairman’s statement 3
Chief Executive Officer’s report 6
Financial review 8
Products & services review 10
Case studies 12
Management team 14
Directors’ report 16
Corporate governance 18
Remuneration report 20
Independent auditors’ report 23
Consolidated profit and loss account 24
Consolidated statement of total recognised gains and losses 25
Reconciliation of movements in Group shareholders’ funds 25
Balance sheets 26
Consolidated cash flow statement 27
Accounting policies 28
Notes to the financial statements 30
Notice of Annual General Meeting 45
Form of proxy for InTechnology plc 47
Corporate information 49
Contents 1
Financial Highlights
• Turnover marginally lower at £156.9m (2002: £158.1m)
• Turnover from Storage Solutions and Services (‘SSS’) Division of £148.7m (2002: £154.0m)
• Turnover from Managed Data Services (‘MDS’) Division increased to £8.2m (2002: £4.1m)
• MDS cumulative contract wins of £40m (2002: £22m) which will generate £10.5m of recurring 
revenue per annum (2002: £6.9m)
• Gross profit increased to £23.3m (2002: £22.3m) resulting in gross margin of 14.8% (2002: 14.1%)
• Total operating loss of £6.6m (2002: £82.7m)
• Operating loss before amortisation of goodwill and exceptional items of £0.9m (2002: £0.8m)
• EBITDA pre-exceptional items increased to £3.9m (2002: £2.8m)
• Balance sheet remains strong with cash reserves of £18.2m (2002: £23.3m) and net cash of £10.0m 
(2002: £13.7m)
Operational Highlights
• Volume of data storage products sold has increased, although prices have continued to decline 
during the second half; increased market share
• Successful ongoing cost control, including closure of loss-making German subsidiary
• Experiencing higher levels of activity within the MDS Division compared to six months ago;
significant new customer wins in the public and private sectors including Harvey Nichols, 
The Department for Transport, Scottish Enterprise and WS Atkins 
• Benefits of the UK-wide high bandwidth communications network are beginning to be felt
• Pilot programme for a long-term data storage service progressing well
• Proposed acquisition of Allasso adds European distribution and access to expanding security market
Highlights
For the year ended 31 March 2003: 2
I
am pleased to present
InTechnology’s Annual Report
for 2002-3, a year which has
seen the Company take
significant strides forward both 
in strengthening its UK position
and as a result of the proposed
acquisition of Allasso, in
accessing the wider European
marketplace.
The overall strategic direction of
the Company has been vigorously
pursued with revenues from the
established Storage Solutions
business generating cash to
support investment in the newer
Managed Services business.
Of particular interest has been the
confidence shown in our growing
portfolio of Managed Services by
major enterprises and by
departments at the heart of
Government. These Services have
proved their value and significance
for all organisations concerned
about the safety of data and
business continuity in today’s
world. I am encouraged that the
far-sighted investment by
InTechnology in secure Data
Centres, in robust communications
and in skilled technical staff has
proved to be of key importance
and of great value to our partners
in meeting client needs.
InTechnology’s development is
supported by major vendors in the
IT marketplace, by a strong
network of reseller partners,
system integrators and
consultants and by highly skilled
and committed staff.
I would like to thank them all for
their support in the past year and
look forward to seeing further
growth in the year ahead.
Lord Parkinson
Non-Executive President
Non-Executive President’s introduction
“ ... a year which has
seen the Company
take significant 
strides forward ...” 3
Overview
I
am pleased to present the
results of InTechnology plc for
the year ended 31 March 2003
which show a strong performance
in a challenging market for IT
expenditure. 
Our strategy this year has been
twofold. First and foremost, our
goal has been to align the
business to manage the downturn
across the IT industry by ensuring
that we maintain our significant
market share. We have continued
to consolidate our position by
aggressively driving volumes in
our SSS Division and successfully
offering managed infrastructure
services to new customers. The
result is a robust sales
performance in SSS and
continued growth in the value of
contract wins in MDS, which now
stands in excess of £40m (2002:
£22m) and will generate £10.5m
of recurring revenue per annum
(2002: £6.9m).
A focus on costs has also been
necessary during the year to
protect margins. The closure of
our German subsidiary and better
expenditure control have enabled
us to achieve a consistent cost
level, despite our investment in
new services.
The second strand of our strategy
has been to underpin the future
success of the business through
new developments and expansion.
The first of these has been
achieved through the continued
progress with our MDS division,
as well as exciting new
developments such as our
UK-wide high bandwidth network
and our long-term data storage
proposition. As far as expansion
is concerned, the proposed
acquisition of Allasso not only
adds distribution capability across
Europe, but also introduces a new
and rapidly expanding service line
to our offering.
Trading and operating
performance
As noted in our interim financial
statement, we have not
experienced quite the same
decline in revenues felt by much
of the IT industry and believe that
we have grown our market share.
The volume of data storage
products sold continues to
increase but, on account of the
significant price erosion, we have
reported a marginal decline in
overall revenues compared to the
prior year. We continue to adopt a
rigorous approach to cost control
which has enabled us to maintain
reasonable profit margins.
Turnover for the year was
£156.9m (2002: £158.1m) and
despite the market environment,
gross profit increased to £23.3m
(2002: £22.3m). Net operating
expenses before depreciation,
amortisation of goodwill and
exceptional items remained
consistent at £19.3m (2002:
£19.4m). Total net operating
expenses were £29.8m (2002:
£104.6m). Earnings before
interest, tax, depreciation,
amortisation of goodwill and
exceptional items improved to
£3.9m (2002: £2.8m). Total
operating loss before interest and
tax was £6.6m (2002: £82.7m).
The Group reported a loss for the
financial year of £7.0m (2002:
£83.2m) resulting in a loss per
share of 5.10p (2002: 60.23p).
InTechnology’s balance sheet
remains strong, with cash of
£18.2m (2002: £23.3m) and 
net cash, after finance leases 
and term loans, of £10.0m 
(2002: £13.7m). 
Executive Chairman’s statement
“ ... the proposed acquisition of Allasso not only adds
distribution capability across Europe, but also
introduces a new and rapidly expanding service 
line to our offering .” 4
SSS Division
The mix of revenues within SSS
has changed over the last year
with growth in our HP, IBM and
Software and Service activities
offset by a decline in sales of Sun
equipment. Software and Services
revenues have continued to
increase and we will continue to
focus on growing these in the
year ahead. 
In the year, SSS has achieved
revenues of £148.7m (2002:
£154.0m) but, with reduced costs,
has reported a small decrease in
operating margins before goodwill
amortisation to 5.5% (2002:
5.7%). Operating margin after
goodwill amortisation was 4.3%
(2002: 4.6%). The Division
returned an operating profit
before goodwill amortisation of
£8.1m (2002: £8.8m). Divisional
operating profit before interest
and tax was £6.4m (2002: £7.1m).
Consultancy, maintenance and
software revenues amounted to
16.6% (2002: 12.8%) of the
Division’s revenue.
MDS Division
MDS has achieved revenues of
£8.2m (2002: £4.1m), with an
operating loss before goodwill
amortisation and exceptional
items of £9.1m (2002: £9.7m),
which reflects our ongoing
investment in the division.
Divisional operating loss before
interest and tax was £13.0m
(2002: £89.4m).
The division secured a number of
high profile customer wins,
including Chrysalis, Harvey
Nichols, Numis, Cheshire Police,
The Department for Transport,
Sitel, Scottish Enterprise and
WS Atkins. Roll out and
deployment of these managed
services tends to commence some
months after the contract is won
so the financial impact of these
recurring revenues tends not to be
seen until up to six months later.
New developments
In February 2003, we introduced a
high bandwidth communications
network running through 19 of
the UK’s major cities to support
MDS. This Wide Area LAN
Extension Service provides
powerful and secure connectivity
for our enterprise clients, enabling
them to backup large data
volumes on a national basis rather
than, as previously, in the London
area alone. 
Although only recently
commissioned, we are already
seeing our clients benefit from its
performance and the expanded
range of services we can now
offer them. Clients who have
adopted our managed storage
service are now also taking
internet access, hosting and pure
connectivity services from us.
This spring we launched a pilot
programme to test our managed
long-term storage proposition to
address clients’ needs to securely
archive data. There is a growing
need to archive electronic records
in industry and the public sector
which is driven in part by
regulatory pressure. We continue
to anticipate that future data
storage solutions will incorporate
these features. 
Executive Chairman’s statement cont.
“ ... high profile
customer wins,
including Chrysalis,
Harvey Nichols, Numis,
Cheshire Police, 
The Department for
Transport, Sitel,
Scottish Enterprise
and WS Atkins.” 5
Operational changes
With all the indicators showing
substantial potential for
InTechnology’s services, especially
among blue-chip companies, we
have undertaken two operational
changes this year which we
believe will position InTechnology
more effectively to exploit the
opportunities we see in the
storage market.
• We have grouped all of the
development, support and sales of
our Managed Services into a
single operation, accountable for
the entirety of its activities. While
MDS was in its infancy, it was
beneficial to separately manage
the development, support and
sales of these services. They are
now sufficiently robust to be run
as a single division, run by a
newly appointed executive. 
• In the interests of rigorous
cost control, we closed our
loss-making subsidiary in
Germany in October 2002. This
subsidiary was engaged purely in
the provision of managed services
where we felt that greater critical
mass and relationships were
required to ensure success. The
intended acquisition of Allasso is
expected to provide a firmer
platform for the launch of
managed services again as well as
for storage product sales. 
Allasso
In April 2003, we announced that
we had agreed to purchase the
pan-European specialist security
distributor Allasso from its parent,
Articon-Integralis. Allasso will
provide us with a platform of
some 7,000 additional resellers
across six European countries
through which we can expand our
storage sales. In the year ended
31 December 2002 Allasso
reported proforma revenues of
€152.0m (£104.8m)
1
and EBITDA
of €10.5m (£7.2m)
1
. EBIT was
€8.3m (£5.7m)
1
.
The network security market,
where Allasso is strongest, is
an attractive growing market
and complementary to the
storage market as almost all new
data storage devices are linked
into networks and are in need
of security.
The acquisition is conditional
upon Articon-Integralis
shareholder approval at a general
meeting on 23 June 2003 with
anticipated completion at the end
of July 2003. 
Current trading
The first two months of this
fiscal year show no change in the
data storage market conditions
from the preceding half. The
performance of our SSS Division
in this period has started in the
same vein as at the start of last
year. Encouragingly, activity levels
in our MDS Division remain high
with a run rate of contract wins
in line with our expectations.
Outlook
Data volumes continue to grow
inexorably and organisations of all
sizes are looking for solutions to
the critical problems of data
management and storage. At the
same time, companies everywhere
are looking for ways to contain or
reduce IT spend. So, in close
partnership with vendors and our
customers, we will continue to
explore ways to provide the value
and services that clients need. 
We expect our portfolio of
managed data services (which
includes offsite backup, data
replication, hosting, network
connectivity and other
infrastructure-related services),
to become increasingly popular
among our partners as a means to
enable their clients’ organisations
to outsource the network
computing elements of their IT
which are capital intensive and
time-consuming for enterprises
to manage.
Peter Wilkinson
Executive Chairman
10 June 2003
Executive Chairman’s statement cont.
“ ... organisations of all
sizes are looking for
solutions to the
critical problems of
data management 
and storage .”
Note
1
An exchange rate of £1 to €1.45
is assumed. 6
Chief Executive Officer’s report
C
ontinued growth in demand
for data storage solutions,
combined with intense pressure
from companies to reduce the cost
of their IT provision, contributed to
a mixed result from InTechnology’s
two divisions:
• The SSS Division reported a
marginal decline in revenue
versus the prior year but
managed to maintain its
operating margin before goodwill
amortisation at 5.5% (2002:
5.7%) and generate in excess of
£8m of cash. Operating margin
after goodwill amortisation 
was 4.3% (2002: 4.6%).
• The MDS Division, which
provides outsourced secure data
storage and other IT and
network infrastructure services,
has grown by 100.7% in
revenue terms for the third
successive year, though it
remains loss making.
In what has been a challenging
commercial environment in the last
12 months, we have been able to
grow our market share of storage
distribution in the UK; the level of
activity in our MDS Division has
been increasing quarter on quarter;
and in April 2003, we announced
our intention to acquire Allasso,
the specialist pan-European
security products distributor, from
Articon-Integralis, which, if
approved, will provide us with a
firm platform from which we can
replicate our successful UK
business model into other
continental European markets. We,
therefore, look forward to renewed
growth in our business.
SSS Division
Overall revenues for the SSS
division declined by 3.5% against
prior year to £148.7m. However,
this masks some variances in
underlying performance, which saw
year-on-year growth in sales of
IBM and HP products compared to
a relatively significant decline in
sales of Sun storage equipment.
The proportion of software,
maintenance and consultancy
revenue within this division has
also grown in both absolute and
relative terms to some £24.7m
(2002: £19.7m) and we expect this
trend to continue.
Our resilient performance in
challenging circumstances is due in
part to the level of investment we
have made in supporting our
channel partners over a number of
years, (prioritising training,
consultancy for themselves and
their clients) as well as the
commitment of certain leading
vendors to their channel strategies.
The commitment from key vendors
has enabled us to plan our own
investment over an extended
period so that we can secure
adequate returns from this division.
MDS Division
The MDS Division grew revenues
by 100.7% this year as its
contracted pipeline of high quality
customers has expanded from a
cumulative value of £22m of
contracts won in March 2002 to
in excess of £40m today.
We are encouraged by the recent
levels of activity, which have
resulted in winning contracts to
manage the data storage and
infrastructure requirements for
various large private and public
sector clients. In every case we
have worked with consultants,
systems integrators, IT outsourcers
or resellers to provide them with
the infrastructure and skills
necessary to offer a very cost
effective managed service to
their clients.
As companies examine ways to
reduce the costs of their IT
infrastructure; as they recognise the
benefit of having their business-
critical data housed externally with
experts in a post 11 September
world; and, as they become
comfortable with outsourcing
certain infrastructure functions to a
provider like InTechnology with the
skills, economies of scale and an
ability to help them optimise the IT
investments in data storage, so we
expect to see our business grow.
Over the course of this year we are
pleased to have added high-profile
customers such as Harvey Nichols,
The Department for Transport, WS
Atkins, ACAS, GVA Grimley, Scottish
Enterprise, Sitel and Bristows. We
have also increased the average size
and value of contracts won so that
we now manage in excess of 31
terabytes of data for clients and
average customer contract values
have risen to £374,000 from
£311,000 a year ago.
Particularly important this year has
been the increasing level of activity
by our partners with our MDS
Division and the successful
implementation of our high
bandwidth network around the UK, 7
Chief Executive Officer’s report cont.
which we have leased from
Fibernet. Since February 2003, we
have been able to offer a full suite
of managed services in some 19
cities around the UK when
previously we were limited to
central London on account of
regional UK bandwidth prices. As
the benefit of this network to our
Managed Services is just beginning
to be felt, so it should underpin the
continued expansion of this
division in the coming quarters.
We are also beginning to see
renewals of some of the earliest
contracts for our managed storage
service and clients starting to take
incremental infrastructure services
from us such as hosting, VPNs,
firewall management and internet
access. As the trend continues to
outsource IT infrastructure to
specialist companies capable of
providing superior service and
economies of scale, we believe
InTechnology is well positioned to
support such customers’ needs.
Continental Europe
In the course of this year we have
closed our Managed Services
subsidiary in Germany (October
2002) and announced our intention
to acquire the pan-European
specialist security products
distributor, Allasso (April 2003). We
closed the subsidiary because we
believed the time it would take to
generate a profit would be too long
given its limited scale, track record
and nascent relationships with its
channel. Outsourced service
providers are the trusted partners
of clients and these relationships
and reputations take time to
develop. By contrast, Allasso has a
network of well-established and
strong channel relationships; it is
already profitable and has an
experienced management team;
and we believe it will provide a
firm foundation for InTechnology to
expand both its storage distribution
and Managed Services into a
number of Europe’s other major 
IT markets.
The distribution of security
products, particularly firewalls and
VPN technologies, are closely linked
to the sale of network-based
storage products. Allasso has
relationships with some 7,000
resellers, many of whom wish to
become channel partners for
storage. It has 220 employees
operating within the UK, France,
Germany, the Netherlands, Spain
and Italy, and in the year ended
31 December 2002 it generated
revenue of €152.0m and EBITDA of
€10.5m. EBIT was €8.3m.
The acquisition is conditional upon
Articon-Integralis shareholder
approval at a general meeting on
23 June 2003 with anticipated
completion at the end of July 2003.
Creating a competitive 
cost structure
In the market environment in
which we operate it is imperative
to create competitive cost
structures, particularly when our
partners and customers have a
similar focus on value and returns
on investment. In both divisions
and at a central level we have
maintained a policy of careful cost
control this year. This is evidenced
by our continued level of operating
margin within the SSS Division
and a focus of value-engineering
within the MDS Division. The
implementation of our UK network,
for example, has enabled us to
drive substantial levels of cost out
of our higher-end managed 
storage offering.
Outlook
Greater circulation of data,
increased regulation and the use of
more media-rich applications are
obliging companies to continue to
invest in data storage capacity.
Our strategy remains keenly
focused on:
• Consolidating our market share
in storage distribution in the UK;
• Expanding the contribution
to revenue from software
and services;
• Enhancing the rapid growth
of our MDS Division towards
profitability; and 
• The expansion of our businesses
into continental Europe.
While our performance will
continue to be influenced by the
successes and difficulties of our
vendors and partners, we are
confident that we have the
strategy in place to continue to
maximise our performance.
Charles Cameron
Chief Executive Officer
10 June 2003 8
The table below compares this year’s results against prior year and provides a summary of divisional performance:
Financial review
Turnover EBITA EBIT
2003 2002 +/(-) 2003 2002 +/(-) 2003 2002 +/(-)
£m £m £m £m £m £m £m £m £m
SSS 148.7 154.0 (5.3) 8.1 8.8 (0.7) 6.4 7.1 (0.7)
MDS 8.2 4.1 4.1 (9.1) (9.7) 0.6 (11.4) (89.4) 78.0
156.9 158.1 (1.2) (1.0) (0.9) (0.1) (5.0) (82.3) 77.3
Share of operating loss of associate - (0.4) 0.4 - (0.4) 0.4
Exceptional costs of German subsidiary (1.6) - (1.6) (1.6) - (1.6)
(2.6) (1.3) (1.3) (6.6) (82.7) 76.1
SSS
Turnover in the storage products division fell by 3.5% to
£148.7m (2002: £154.0m). Although sales of hardware
product have declined to £124.1m (2002: £134.3m) there
has been strong sales growth in storage software to £19.2m
(2002: £13.4m). We expect this part of our business to
advance further in the coming year and increase its
contribution to divisional profitability.
MDS
Turnover increased by 100.7% to £8.2m (2002: £4.1m) with
cumulative contract wins now in excess of £40m (2002:
£22m).
Despite an increase in divisional gross profit to £4.9m
(2002: £2.6m) the divisional cost base has increased
leading to operating losses before goodwill amortisation
and exceptional items of £9.1m (2002: £9.7m). Operating
losses after goodwill amortisation and exceptional items
was £13.0m (2002: £89.4m). This reflects additional
development costs incurred together with set-up costs
expensed to establish LANNet (our high performance UK
wide network).
“The cash generative
nature of our business
continues to be
evidenced by a net cash
inflow from operating
activities of £2.4m
(2002: £4.0m).” 9
German subsidiary
During the year we closed our loss
making subsidiary based in
Germany. Total costs of £1,645,000
are shown as an exceptional
operating expense in the profit and
loss account and comprise the loss
before taxation of £895,000 and a
provision for closure costs of
£750,000 (£209,000 of which
remained at 31 March 2003 against
on-going lease commitments). The
Company was closed on 17 October
2002 leading to annualised cost
savings of £1,800,000.
Goodwill
We have continued to evaluate the
carrying value of the Group’s
goodwill balances by comparing
them to their recoverable amounts,
represented by their value in use to
the Group. The value in use has
been derived from discounted cash
flow projections that cover the
4 years from 1 April 2003. After
this 4-year period, the projections
use a long-term growth rate. Our
confidence in the long-term
success of both SSS and MDS
divisions indicate that no further
impairment write down is
necessary this year.
Cash flow and liquidity
The cash generative nature of our
business continues to be evidenced
by a net cash inflow from operating
activities of £2.4m (2002: £4.0m).
Cash at bank and in hand at the
year end was £18.2m (2002:
£23.3m). With net cash inflow of
£8.7m (2002: £8.4m) SSS 
continues to demonstrate its 
ability to substantially fund 
the growth of the MDS division
towards profitability.
Taxation
The tax charge of £0.4m (2002:
£0.7m) on the loss on ordinary
activities of £6.7m (2002: £82.5m)
arises because goodwill
amortisation and the exceptional
charge in respect of the German
subsidiary are not taxable
deductions. A full reconciliation of
the tax charge is provided in note 5
of the financial statements.
Financial instruments
The Group’s policy is that no
trading in financial instruments is
undertaken. The Group’s financial
instruments comprise borrowings,
cash and liquid resources and
various items that arise directly
from its operations. The main risks
arising from these are interest rate
risk and liquidity risk and as
European expansion occurs, the
Group will become exposed to
foreign currency risk. All these risks
are continually assessed and at
present are considered minimal.
Allasso
On 10 April 2003 InTechnology
announced that it had reached
agreement with Articon-Integralis
AG to acquire the share capital of
its subsidiaries making up the
specialist network and information
security distributor business,
Allasso, for an initial consideration
of €25.0m (£17.2m)
1
, with
potential deferred consideration of
up to €3.8m (£2.6m)
1
. The
consideration for the acquisition
will be paid in cash and will be
financed from InTechnology’s
internal cash resources and new
borrowing facilities which are
currently being negotiated.
Allasso is Europe’s leading
specialist distributor of IT security
products, with over 220 staff and
operations in six countries. In the
year ended 31 December 2002
Allasso reported proforma revenues
of €152.0m (£104.8m)
1
and EBITDA
of €10.5m (£7.2m)
1
. EBIT was
€8.3m (£5.7m)
1
.
Completion is expected on 31 July
2003, and will be subject to
Articon-Integralis shareholder
approval at a shareholder meeting
on 23 June 2003.
Note
1
An exchange rate of £1 to €1.45
is assumed.
Summary
InTechnology continues to perform
robustly in an environment of
tightening IT expenditure. With the
proposed acquisition of Allasso, the
enlarged Group will be in a strong
position to leverage existing and
new products and services 
into Europe.
Financial review cont.
Andrew Kaberry
Finance Director
10 June 2003 10
Products & services review
I
nTechnology plc specialises in
data storage, data management
and the protection of business-
critical information. The Company is
widely acknowledged by the UK IT
community as being the market
leader in this field.
Specialist Storage Solutions
Businesses and organisations of all
sizes are experiencing rapid
increases in their data volumes –
InTechnology offers data storage
solutions which are robust, scalable
and cost-effective.
Working in partnership with
leading hardware and software
vendors and with a well-
established network of resellers,
InTechnology contributes the sales
expertise and technical
consultancy skills which deliver
optimum results to end-user
clients. The solutions feature
Network Attached Storage (‘NAS’),
Storage Area Networks (‘SAN’), or
the increasingly popular
virtualisation technology.
Principal hardware vendor partners
include IBM, HP and Sun, software
vendors include Brocade, VERITAS
and Tivoli. In the last year
InTechnology’s contributions have
been recognised by vendors with
accreditations and awards which
underline the value of the
Company’s expertise.
IBM has demonstrated confidence
in the technical excellence of
InTechnology with the award of the
prized LTO accreditation. For IBM
customers it means fast-track
build of LTO tape libraries by
InTechnology engineers, saving
time and cost in installation of
new storage solutions.
InTechnology is the only IBM
partner in the UK to gain the
accreditation, which follows
intensive auditing by IBM of
InTechnology skills and 
technical facilities.
In December 2002, InTechnology
announced a significant
achievement in being recognised as
Hewlett-Packard’s first Service
Delivery SAN Systems Integrator for
Enterprise Virtual Array in the UK.
This recognition further extends
InTechnology’s premier capabilities
in deploying HP branded
implementation services around the
HP Storageworks EVA. HP’s latest
storage certification symbolises HP’s
and InTechnology’s desire to skill to
the highest level to combat the
ever-increasing complexity of
enterprise data storage solutions.
InTechnology provides extensive
presentation, testing and technical
facilities for reseller partners to
enable them to demonstrate data
storage solutions to clients. For
small/medium size companies faced
with the problem of growing data
volumes, solutions designed
specifically for their needs can be
shown at InTechnology’s new £1m
IBM TotalStorage Solution Centre.
Effective data storage can be a
complex issue and the Solution
Centre has been launched to help
non-specialists on the business and
technical issues. 
Brocade, the leading supplier of
open Fibre Channel fabric solutions
that provide the intelligent
backbone for SAN, has awarded its
first UK accreditation of Elite
Partner to InTechnology. The
Brocade Fabric Partner Program is
designed to give its partners more
assistance in effectively marketing
and supporting Brocade solutions.
Working in partnership with Sun
Microsystems, InTechnology has
over the past year delivered first
class data storage solutions to a
broad range of end user
customers. InTechnology’s
professional consultants have
worked with reseller partners to
scope, design and implement data
storage solutions built around
Sun’s new StorEdge family of
hardware and software building
blocks, matching the right storage
solution to the needs of each
individual customer.
Managed Services
InTechnology offers a range of
Managed Services to businesses
seeking to outsource part or all of
their IT infrastructure. With new
regulations on Data Protection and
increasing concerns for Business
Continuity in a climate of risk,
organisations of all sizes are
choosing to have their corporate
data secured offsite by
InTechnology.
These services are bought on a
subscription basis and the sharp rise
in numbers of clients in the past
year includes major Government
Departments and world-class
businesses, medium-sized agencies
and companies, law firms,
consultancies and charities. 11
Products & services review cont.
Data is backed up on an automated
basis, encrypted and sent offsite via
InTechnology’s private network to a
secure Data Centre where it is
supervised by teams of storage
experts and can be retrieved in
seconds. In case of a major disaster,
data can be accessed by staff
working remotely, ensuring 
business continuity.
Clients can be confident that the
integrity and security of their data
is assured at all times and that they
have in place a reliable strategy for
business continuity. 
Because InTechnology has made the
major investment in technical skills,
secure Data Centres and
communications to support these
Managed Services, clients can enjoy
the benefits without having to
invest in their own facilities. Clients
also save on staff costs and
ongoing hardware costs.
Services are configured around the
specific requirements of individual
clients, from SME’s to major
enterprises.
They include:
• Network Services
• Data Centre Services
• Managed Data 
Recovery Solutions
• Professional Services
In February 2003 InTechnology
invested in a high-speed, low cost
communications network, LANnet
to bring Managed Services to
clients of all sizes around the UK 
at lower cost.
InTechnology’s Data Centres in
Harrogate and London offer
connectivity and a secure, top-
quality environment for holding
and storing client data backup,
replication or long term storage.
Storage solutions can be replicated
at high speed between Data
Centres and customer sites utilising
the high capacity LANnet
infrastructure. Clients gain from
secure and immediate storage of all
their data, along with instant and
flexible access to that data from 
all their offices connected to 
the network. 
For enterprises facing rapidly
growing data volumes,
InTechnology offers a long term
storage and data archiving service.
Regulatory and fiscal requirements
mean that businesses increasingly
need to store data securely offsite
for periods of up to 7 years or
longer. InTechnology’s archiving
service enables pre-selected data to
be taken on an automated basis
from client site, fed through a
private network to a Data Centre
and stored securely there for as
long as necessary.
“Clients can be confident
that the integrity and
security of their data is
assured at all times ...” 12
Case studies
Trendsetting technology for world
class fashion
Harvey Nichols has long been
established in its London
Knightsbridge headquarters as an
international leader in high fashion
and style; as the glamorous Harvey
Nichols brand has developed with
stores around the UK, Harvey
Nichols has taken the lead in the
field of modern technology too –
the Group’s business expansion is
underpinned securely with
InTechnology’s Managed Services. 
Harvey Nichols IT Service Delivery
Manager Steve Ellis realised that
business expansion was going to
bring problems in communications
and consistent data backup across
the Harvey Nichols stores; each
store has its own system for
electronic point of sale and data
backup but skilled IT resource to
assure procedures is available only
in the London headquarters. Up to
date and accurate data is vital in
the retail world for business
operations and planning, so action
was required to assure reliable
and secure backup of critical
business data.
“I could see instantly the benefits of
centralised backup with the VBAK
service from InTechnology – with
our new Virtual Private Network
(‘VPN’) infrastructure in place, we
could backup all our servers
remotely across the VPN.”
The VBAK Plus service from
InTechnology now backs up data
from all of Harvey Nichols’ EPOS
systems, office systems at the
stores, merchandising systems,
financial systems, personnel and
payroll systems.
VBAK Plus is a fully managed,
online data backup, restoration,
archiving and business continuity
service. A full copy of client data is
retained online in a secure offsite
location, enabling immediate
restoration of data 24 x 7. Integrity
of data is assured through use of
sophisticated encryption technology
onto a dedicated platform. A simple
'pay-as-you-go, pay-as-you-grow'
charging model provides scalability
and predictability of costs. 
“A major benefit of VBAK Plus has
been for our Disaster Recovery
strategy,” says Steve Ellis. “We have
the VPN permanently connected
into a Disaster Recovery centre; in
case of any disaster, we can
decamp to the centre, reconnect
back into the stores with the VPN
and restore all our data using 
VBAK Plus.”
“The September 11th factor is still
very real – we have all our ‘crown
jewels’ as a business in one location
– all our major databases and all
our vital servers – and we need to
know that they are securely backed
up in case of disaster.”
“Our stores can carry on trading
with their own EPOS systems but
the whole system would grind to a
halt quickly without access to
central systems for stock
replenishment and data on
transactions. With VBAK Plus, all
this critical business data is safe.”
Building an efficient 
business solution
The National Housing Federation
leads the way in independent social
housing throughout England. This
important organisation has now
built a robust and secure business
solution for its data management
and backup services, which will
assure the integrity of members’
data and also serve as a model for
the housing associations.
InTechnology’s Managed Services
provide business continuity for this
premier organisation and its 1,400
members, managing around 
1.8m homes.
Safeguarding the records of
members and other corporate data
is a key issue for Rob Green, IT
Manager at The National Housing
Federation. With increasing data
volumes generated by the
Federation’s successful
development, Rob became
concerned that the data backup
system in use was not adequate
for present and future
requirements. As well as practical
concerns about the vulnerability to
error of the existing tape-based,
manual data backup and backup
servers, Rob was also faced with
recurring costs for backup media
and licences and could see
problems ahead with media
changes. The Federation is
planning a disaster recovery
strategy, so that core data needs
to be held safely offsite for restore
after a disaster, rather than on the
Federation premises. Data security
at the regional offices was a
further worry, with local staff
carrying out backups outside the
supervision of the IT department. 13
Rob decided to switch away from
traditional tape-based methods of
data backup and invest in Managed
Services from data storage experts
InTechnology. The VBAK service
provides automated data backup
without the need for manual
intervention and extends around
all of the Federation’s branch
offices as well as head office.
Data is automatically encrypted
at a central point and sent offsite
via a private leased line to a
secure InTechnology Data Centre.
Business continuity is assured as
data can be restored in minutes –
whether as individual files or an
entire application.
“We no longer need to purchase
backup media and licences or worry
about media changes or backup
server upgrades in the future,”
explained Rob.
“We automatically have off-site
storage of backups for Disaster
Recovery and all our regional
offices can be backed up using
the same process with full
control maintained within the
IT department.”
Backup that can keep up 
with Porsche
In the fast-moving and highly-
competitive world of premium
sports cars, Porsche stays ahead of
the competition through an
unremitting focus on top-quality
innovation and excellence. Like all
other leaders in manufacturing,
Porsche keeps up with the pace of
tomorrow by accelerating today –
to protect its vital business data
today and to save on costs, Porsche
Cars Great Britain Ltd has invested
in VBAK, one of the Managed
Services from InTechnology.
“The VBAK system rolls a data
backup solution into a disaster
recovery solution, killing two birds
with one stone,” says Mike
Rowland, Group IT Manager 
at Porsche.
Porsche’s success is due to a
continuous increase in the
efficiency of all processes and
the streamlining of structures -
group-wide. The quality and
performance of the famous sports
cars has to be matched by the
systems that underpin the business.
When Mike Rowland joined Porsche
in 2001 as Group IT Manager, he
rapidly concluded that two areas
needed to be addressed: the
manual, tape backup process had
inherent integrity problems and
there was no adequate disaster
recovery strategy in place.
Although Porsche business systems
are based at the head office in
Germany, the British file servers
hold irreplaceable and confidential
customer information, together
with all current and archived
emails, so disaster recovery for the
system was a big issue.
“If a server goes down it's
absolutely critical that you can rely
on your backups 100%, traditional
tape media, in my opinion, just has
too many inherent problems – our
data is so valuable that you can’t
attach a cost to it!”
Mike was able to show a clear cost
justification for investing in the
VBAK service and was given the
go-ahead for installation of the
system at Porsche UK headquarters
near Reading.
“VBAK speaks for itself – we
compared the initial cost and
ongoing subscription against the
costs of the tape system with its
tapes, disks, cost of offsite storage
and the costs of staff time doing
the backups and waiting hours for
restores. There are lots of high-
profile people driving Porsche cars
and our customer lists are highly
confidential. This coupled with our
servicing and warranty information
means that our data needs to be
100% reliable and VBAK gives us
the comfort factor of knowing that
our backups are completed in a
secure off-site environment," said
Mike Rowland. 14
Management team
Non-Executive Directors
The Rt. Hon Lord Parkinson, 
non-Executive President, aged 71
Lord Parkinson is a Member of the
House of Lords and was a Member
of Parliament from 1970 to 1992,
during which time he held a
number of senior ministerial
positions including Secretary of
State for Trade and Industry, Energy
and Transport. He was Chairman of
the Conservative
Party from 1981 to 1983 and
again from 1997 to 1998. A
qualified chartered accountant,
Lord Parkinson was a Partner in
Westwake Price (City Chartered
Accountants) for 10 years and is
currently Chairman and Director
of a number of companies
including Jarvis Group Limited,
Huntswood plc and Le Carbone UK
Group of Companies.
Joe McNally,
non-Executive Director, aged 60
Joe McNally was appointed to
the Board in December 2000 as a
non-Executive Director. He founded
Compaq UK and Ireland in 1984
and was latterly appointed
Chairman, before retiring in August
2001. Previously he was Chief
Executive of FMC Harris plc.
Charles Scott,
non-Executive Director, aged 54
Charles Scott joined the Board in
April 2001 as a non-Executive
Director. A qualified chartered
accountant, he also holds non-
Executive directorships with a
number of other companies
including Adidas-Salomon AG and
William Hill plc.
Executive Directors
Peter Wilkinson,
Executive Chairman, aged 49
Peter Wilkinson was the founder
and Managing Director of STORM
and VData, the predecessor
businesses of InTechnology. In 2001
he formed Digital Interactive
Television Group Limited where he
retains a 40% shareholding and is
Executive Chairman. He also retains
a 40% shareholding in the The
New Gadget Shop Limited. Whilst
focusing on InTechnology he is also
a non-Executive Director and
shareholder of The Wireless 
Group plc, Getmedia plc and
Peerless Technology Group plc.
Charles Cameron,
Chief Executive Officer, aged 41,
appointed 1 July 2002
Charles Cameron was an Executive
Director in the Investment Banking
division of Goldman Sachs. Prior to
this, he was a Corporate Finance
Director at Dresdner Kleinwort
Benson where he founded its
Technology Advisory team. He has
extensive experience in advising
quoted companies and assisting
with their growth, both organically
and via acquisition. 15
Management team cont.
Andrew Kaberry,
Finance Director, aged 56
Andrew Kaberry was Finance
Director of both STORM and
VData and has worked with
Peter Wilkinson since 1984. He has
significant experience of the
computer industry and was Finance
Director of Planet Online Limited.
Andrew qualified as a chartered
accountant with KPMG in 1972.
Steve Pearce,
Chief Operating Officer and
Business Development Director,
aged 44
Steve Pearce was Divisional Sales
Director for VData and was
previously Divisional Sales Director
for Planet Online Limited and
STORM. He has previous experience
with a number of companies in the
technology sector including Digital
Equipment Corporation Ltd, Data
General UK Limited and Radius
Software Ltd.
Richard James,
Company Secretary, aged 42
Richard James qualified as a
solicitor with Allen & Overy in
1986 and was a Partner at
Pinsent Curtis in 1991, before
moving to Hammonds as a
Partner in 1996. After advising
Peter Wilkinson on the acquisition
of Planetfootball.com by Sports
Internet Group plc, Richard was
appointed as Managing Director
of Planetfootball.com and
Company Secretary of Sports
Internet Group plc. Richard was
appointed to the Board of
InTechnology in September 2000 as
a Director and Company Secretary.
John Swingewood, 
Chief Technical Officer, aged 48
John Swingewood joined the Board
in May 2001 as a Director and
Chief Technical Officer. He was
previously Director of New Media
at BskyB plc and has also held
positions at BT plc as Director of
Internet and Multimedia and
General Manager of Broadcast 
TV Business. 
Bryn Sage, 
Sales Director, aged 37
Bryn Sage has spent his career in
the data storage arena beginning
as an Apprentice Engineer in
Systime Computers in 1981. In
1986 he joined STORM as an
Engineer and progressed through
the company to the position of
Sales Director in 1994. 16
T
he Directors present their
annual report and audited
financial statements of the
Company and the Group for the
year ended 31 March 2003.
Principal activities
InTechnology is a specialist
advanced data technology
company, at the forefront of a
major new development in the IT
marketplace. The Group provides
services and products via channel
partners for data storage and
deployment, data management and
protection through its wide-area
private network infrastructure.
Review of the business and 
future developments
Details of the past year’s
performance and the outlook for
the current financial year are
provided in the Executive
Chairman’s statement, the Chief
Executive Officer’s report and
Financial review on pages 3 to 9.
Results and dividends
The Directors are unable to
recommend the payment of a
dividend in respect of the year
ended 31 March 2003 (2002: £nil).
The Company currently intends to
reinvest future earnings to finance
the growth of the business.
The loss sustained for the financial
year of £7,042,000 (2002:
£83,172,000) will be deducted 
from reserves.
Charitable and 
political donations
The contributions made by the
Group during the year for
charitable purposes totalled
£16,000 (2002: £19,000). 
The Group made no political
contributions (2002: £nil).
Directors
The Directors of the Company
during the year ended 31 March
2003 are shown on pages 14 to 15.
Re-election of Directors
In accordance with the Articles of
Association of the Company, one-
third of the Directors will retire by
rotation. Accordingly, Steve Pearce,
John Swingewood and Bryn Sage
will retire by rotation and, being
eligible, offer themselves for
re-election at the forthcoming AGM.
All Directors must be re-elected at
intervals of not more than three
years in accordance with the
provisions of the Combined Code
of Corporate Governance.
Directors’ remuneration 
and interests
The Remuneration report is set out
on pages 20 to 22. It includes
details of Directors’ remuneration,
interests in the shares of the
Company, share options and
pension arrangements. The
Company’s Register of Directors’
Interests, which is open to
inspection at the Company’s
registered office, contains full
details of Directors’ shareholdings
and options to subscribe for shares.
The Board’s Corporate Governance
report, including the Directors’
statement on responsibilities for
the preparation of financial
statements, is set out on pages 
18 to 19.
Details of related party transactions
involving Directors of the Company
are given in note 27 to the
financial statements.
Substantial shareholdings
At 10 June 2003, the Company
had received notification that
the following are interested in
more than 3 per cent of the
issued ordinary share capital of
the Company:
Percentage of shares held
Peter Wilkinson 56.77
Artemis Investment
Management Limited 9.26
Jon Wood 7.62
Andrew Kaberry 7.15
Steve Pearce 3.58
Going concern
Under company law, the Directors
are required to consider whether it
is appropriate to prepare financial
statements on the basis that the
Company and Group are going
concerns. As part of its normal
business practice, budgets, cash
flow forecasts and longer term
financial projections are prepared
and in reviewing this information,
the Directors are satisfied that the
Company and the Group have
adequate resources to enable them
to continue in business for the
foreseeable future. The Directors
have therefore adopted the going
concern basis in the preparation of
the financial statements.
Director’s report 17
Employees
The Group places considerable
value on the involvement of its
employees and has continued its
practice of keeping them informed
of matters affecting them as
employees and the various factors
affecting the performance of 
the Group.
The Directors recognise that
continued and sustained
improvement in the performance of
the Group depends on its ability to
attract, motivate and retain
employees of the highest calibre.
Furthermore, the Directors believe
that the Group’s ability to sustain a
competitive advantage over the
long term depends in a large part
on ensuring that all employees
contribute to the maximum of their
potential. The Group is committed
to improving the performance of all
employees through development
and training.
The Group is an equal opportunity
employer. The Group’s policies seek
to promote an environment free
from discrimination, harassment
and victimisation and to ensure
that no employee or applicant is
treated less favourably on the
grounds of gender, marital status,
age, race, colour, nationality or
national origin, disability or sexual
orientation or is disadvantaged by
conditions or requirements, which
cannot objectively be justified.
Entry into, and progression within
the Group, is solely determined on
the basis of work criteria and
individual merit.
Share schemes
Share ownership is at the heart of
the Group’s remuneration
philosophy and the Directors
believe that the key to the Group’s
future success lies in a motivated
workforce holding a stake in the
Company. The schemes are
described in the Board’s
Remuneration report and details of
the options granted under the
schemes are set out in note 18 to
the financial statements. All
permanent employees are eligible
to join the schemes.
Research and development
The Group continues to undertake
research and development of new
products with the objective of
increasing future profitability. The
cost to the Group is charged to the
profit and loss account as incurred.
Policy and practice on 
payment of creditors
It is the Group’s policy to agree
terms and conditions for its
business transactions with its
suppliers. The Group seeks to
abide by the payment terms
agreed with suppliers whenever it
is satisfied that the supplier has
provided the goods or services in
accordance with the agreed terms
and conditions.
Average creditor days for the year
ended 31 March 2003 was 41 days
(2002: 41 days).
Environment
The Group recognises the
importance of environmental
responsibility. The nature of its
activities has a minimal effect on
the environment but where they
do, the Group acts responsibly and
is aware of its obligations at 
all times.
Annual General Meeting
The next AGM of the Company will
be held on 6 August 2003. Details
of the business to be proposed at
the AGM are contained within the
Notice of Meeting, which is set out
on pages 45 to 46.
Independent auditors
Following the conversion of our
auditors PricewaterhouseCoopers
to a Limited Liability Partnership
(‘LLP’) from 1 January 2003,
PricewaterhouseCoopers resigned
on 21 January 2003 and the
Directors appointed its successor,
PricewaterhouseCoopers LLP, as
auditors. A resolution to reappoint
PricewaterhouseCoopers LLP as
auditors to the Company will be
proposed at the AGM.
By order of the Board
Richard James
Company Secretary
10 June 2003
Director’s report cont. 18
Principles of Corporate
Governance
The Board recognises the value of
good corporate governance as a
positive contribution to the well
being of the business and believes
in applying these principles,
(including those set out in Section
1 of the Principles of Good
Governance and Code of Best
Practice ‘the Combined Code’
published by the London Stock
Exchange in June 1998), in a
sensible and pragmatic manner.
Peter Wilkinson, as majority
shareholder in the Company, has
signed an agreement undertaking
that he will not seek to influence
the Board by reason of his
shareholding.
Board of Directors
The Board of Directors consists
of ten members, including a
non-Executive President and two
other non-Executive Directors.
The roles of President, Executive
Chairman and Chief Executive
Officer are separated and clearly
defined. The activities of the Group
are controlled by the Board, which
meets throughout the year. There is
a formal schedule of matters
specifically reserved for the full
Board’s decision, together with a
policy enabling Directors to take
independent advice in the
furtherance of their duties at the
Group’s expense. The Board
programme is designed so that
Directors have regular opportunity
to consider the Group’s strategy,
policies, budgets, progress reports
and financial position and to arrive
at a balanced assessment of the
Group’s position and prospects.
The Board is assisted by the
Company Secretary, who provides a
point of reference and regular
support for all Directors and senior
managers. He has responsibility for
ensuring that Board procedures are
followed, for establishing the
Group’s corporate governance
policies and for assisting the Board
in facilitating compliance by the
Company with its legal obligations.
The Board has appointed two
standing committees, which are as
follows:
The Audit Committee
Comprises the two non-Executive
Directors and the non-Executive
President and is chaired by Lord
Parkinson. Its duties include a
comprehensive review of the
annual and interim financial
statements before they are
presented to the Board for
approval. The Audit Committee
meets at least twice a year to
review the findings of the external
auditors, key accounting policies
and judgements. It has unrestricted
access to the Company’s auditors.
The Remuneration Committee
Comprises the two non-Executive
Directors and the non-Executive
President and is chaired by Joe
McNally. It meets at least once a
year and is responsible for making
recommendations to the Board on
remuneration policy for Executive
Directors and for setting salaries,
incentive payments and share
options granted.
Relations with shareholders
The Company seeks to ensure that
all shareholders are kept informed
about the Company and its
activities. A comprehensive annual
report and accounts and an interim
report are sent to shareholders and
there is frequent dialogue with
institutional investors, including
presentations following the
preliminary and interim
announcements.
The Annual General Meeting is a
forum for shareholders’
participation with the opportunity
to meet and question Board
members including the non-
Executive President and the
Chairmen of the Board committees.
Corporate governance 19
Internal control
The Board of Directors
acknowledges its overall
responsibility for the Company’s
systems of internal control and for
monitoring their effectiveness. The
Board has control over strategic,
financial and compliance issues
and has introduced a structure of
responsibility with appropriate levels
of authority. The Board as a whole
has continued to annually review
the effectiveness of the Company’s
systems of internal control.
The Company’s Directors and
varying levels of management have
clear responsibilities in ensuring
that the control environment
operates efficiently. Clear lines of
responsibility are developed
through the Company’s
organisation structure. Ethical
policies are communicated through
all forms of personnel training and
via appropriate procedures, in
establishing a code of ethics.
Although no system of internal
control can provide absolute
assurance against material
misstatement or loss, the
Company’s systems are designed to
provide reasonable assurance that
problems are identified on a timely
basis and are dealt with
appropriately. The principal features
of the Company’s internal financial
control structures can be
summarised as follows:
a. Preparation of budgets and
forecasts approved by the Board.
b. Monthly management accounts,
showing comparisons of actual
results against budget and prior
year results, are reviewed by the
Board. Variances from budget
are thoroughly investigated.
Where lapses in internal control
are detected, these are rectified.
c. The Company’s cash flow is
also monitored monthly
compared to forecast.
d. The Board authorises capital
expenditure where this is
significant.
In the light of the Turnbull
Committee guidance published in
September 1999, the Board has
continued to enhance its risk
control programme, in particular,
those elements which relate to
ensuring that risk reviews are
formally embedded in control
systems rather than being the
subject of formal annual reviews.
Statement of Directors’
responsibilities
Company law requires the Directors
to prepare financial statements for
each financial year that give a true
and fair view of the state of affairs
of the Company and the Group as
at the end of the financial year and
of the profit or loss of the Group
for that year.
The Directors confirm that suitable
accounting policies have been used
and applied consistently as
explained on pages 28 to 29 under
the heading ‘Accounting policies’ .
They also confirm that reasonable
and prudent judgements and
estimates have been made in
preparing the financial statements
for the year ended 31 March 2003,
that applicable accounting policies
have been followed and that
the financial statements have
been prepared on the going
concern basis.
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
reasonable steps for the prevention
and detection of fraud and other
irregularities.
The maintenance and integrity of
the InTechnology website is the
responsibility of the Directors; the
work carried out by the auditors
does not involve consideration of
these matters and, accordingly, the
auditors accept no responsibility
for any changes that may have
occurred to the financial
statements since they were initially
presented on the website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial
statements may differ from
legislation in other jurisdictions.
By order of the Board
Richard James
Company Secretary
10 June 2003
Corporate governance cont. 20
The Remuneration Committee
comprises the non-Executive
Directors:
Joe McNally (Chairman)
The Rt. Hon. Lord Parkinson
Charles Scott
Directors’ remuneration
Remuneration of 
non-Executive Directors
The remuneration of the non-
Executive Directors is determined
by the Board, with the assistance
of independent advice concerning
comparable organisations and
appointments. The non-Executive
Directors do not take part in
discussions on their remuneration.
Neither the non-Executive
President nor the other
non-Executive Directors received
any pension or other benefits from
the Group, nor did they participate
in any of the bonus schemes.
The non-Executive President and
Directors have interests in share
options as disclosed on page 22.
Remuneration of 
Executive Directors
The main aim of the Company’s
Executive pay policy is to secure
the skills and experience needed to
meet its strategic business
objectives. Furthermore, the
Company aims to align the
interests of all employees as
closely as possible with the
interests of shareholders through
share-based incentives.
The Company’s Remuneration
Committee decides the
remuneration policy that applies to
Executive Directors. In setting the
policy it considers a number of
factors including:
a. The basic salaries and benefits
available to Executive Directors
of comparable companies.
b. The need to attract and
retain Directors of an
appropriate calibre.
c. The need to ensure Executive
Directors’ commitment to the
continued success of the Group
by means of incentive schemes.
The Company’s remuneration 
policy is to:
a. Have regard to the Directors’
experience and the nature
and complexity of their work
in order to pay a competitive
salary that attracts and
retains management of the
highest quality.
b. Link individual remuneration
packages to the Group’s long
term performance through the
award of share options and
incentive schemes.
c. Provide post retirement benefits
through defined contribution
pension schemes.
d. Provide employment-related
benefits including the provision
of a company car, (or car
allowance), fuel, medical and
life insurance and insurance
relating to the Directors’ duties.
Salaries
The Remuneration Committee
meets at least once a year in order
to consider and set the annual
salaries for Executive Directors,
having regard to the needs of the
Company, individual
responsibilities, personal
performance and independently
compiled salary survey information.
Pensions
The Executive Directors are
members of defined contribution
pension schemes, the assets of
which are held independently of
the Company. The amounts
contributed by the Company,
(based on salaries excluding
bonuses), for the year ended
31 March 2003 were £51,000
(2002: £44,000). The Company
does not provide any other
post-retirement benefits to
the Directors.
Remuneration report 21
Contracts of service
The Executive Directors have
contracts of service that can be
terminated by the Company with
the following notice periods:
Peter Wilkinson 12 months
Charles Cameron 12 months
Andrew Kaberry 6 months
Richard James 12 months
Steve Pearce 6 months
Bryn Sage 6 months
John Swingewood 12 months
With the exception of the
contracts with Charles Cameron,
Richard James and John
Swingewood, if the Company
terminates the contract by notice
but other than on giving full
notice, the contracts of service
provide for the payment of a fixed
amount equal to the salary and
other contractual benefits for the
unexpired portion of the
appointment or entitlement to
notice, as the case may be.
Non-Executive Directorships
The Remuneration Committee
believes that the Group can benefit
from Executive Directors accepting
appointments as non-Executive
directors of other companies. The
Director concerned may retain any
fees related to such employment.
Remuneration report cont.
2003 2002
Salary Bonus Benefits Pension Total Total
in kind contributions
£’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Peter Wilkinson 200 12 33 2 247 239
John Swingewood 157 50 1 8 216 207
Charles Cameron 173 - 2 19 194 -
Andrew Kaberry 150 - 30 12 192 188
Bryn Sage 100 6315 5 183 189
Richard James 142 20 4 - 166 167
Steve Pearce 110 - 20 5 135 134
1,032 145 105 51 1,333 1,124
Fees Bonus Benefits Pension Total Total
in kind contributions
£’000 £’000 £’000 £’000 £’000 £’000
Non-Executive Directors
The Rt. Hon. Lord Parkinson 45 - - - 45 45
Joe McNally 20 - - - 20 20
Charles Scott 20 - - - 20 15
David von Simson ----- 3
85 - - - 85 83
Total 1,117 145 105 51 1,418 1,207
Benefits in kind include the provision of a company car, fuel, medical, life insurance and insurance relating to the
Directors’ duties.
Directors’ emoluments
The remuneration of the Directors of the Company were as follows: 22
Charles Cameron has an option over 7,940,400 shares held by Peter Wilkinson at 63.5 pence per share. This
option has an earliest exercise date of 1 July 2005 and an expiry date of 1 June 2012.
Apart from the interests disclosed above and the interests in share options disclosed below, none of the other
Directors of the Company at 31 March 2003 were interested at any time in the year in the share capital of the
Company or other Group companies.
There have been no other changes in Directors’ shareholdings since 31 March 2003.
Interests in share options
The following share schemes were in place at the year end:
Rolled over HOLF granted 23/12/99 at 43.3 pence per share.
Rolled over VData granted 7/01/00 at 1.8 pence per share.
Options granted directly by InTechnology plc at varying dates and prices.
Further details are provided in note 18.
Set out below are details of share options that have been granted to Executive and non-Executive Directors:
Remuneration report cont.
Executive No. of share No. of share Exercise price Earliest Expiry date
Directors options options (p) exercise date
2003 2002
Richard James 400,000 400,000 150.0 01/09/03 01/04/11
Richard James 400,000 - 52.0 04/07/05 04/07/12
Andrew Kaberry 1,596,399 1,596,399 43.3 23/12/02 23/12/09
Bryn Sage 798,200 798,200 43.3 23/12/02 23/12/09
Bryn Sage 443,769 443,769 1.8 07/01/03 07/01/10
John Swingewood 500,000 500,000 279.0 01/05/04 01/05/11
John Swingewood 500,000 - 65.0 11/06/05 11/06/12
Charles Cameron 750,000 - 52.0 04/07/05 04/07/12
Non-Executive Directors
Lord Parkinson 221,885 221,885 1.8 07/01/03 07/01/10
Lord Parkinson 203,178 203,178 43.3 23/12/02 23/12/09
Joe McNally 50,000 50,000 337.5 01/11/03 01/11/10
Charles Scott 50,000 50,000 327.5 02/01/04 02/01/11
Joe McNally
Non-Executive Director
10 June 2003
Directors’ interests
Interests in shares
The interests of the Directors as at 31 March in the shares of the Company were:
No Directors have been granted or exercised share options since 31 March 2003.
The market price of the Company’s shares at 31 March 2003 was 46.8p (2002: 110.2p) and the range during the
year then ended was 38.0p to 117.5p.
2003 2002
Number Percentage of Number Percentage of
shares held shares held
Peter Wilkinson 78,403,998 56.8% 79,403,998 57.5%
Andrew Kaberry 9,879,562 7.2% 9,879,562 7.2%
Steve Pearce 4,939,781 3.6% 4,939,781 3.6%
John Swingewood 1,000,000 0.7% --
94,223,341 68.3% 94,223,341 68.3% 23
We have audited the financial
statements which comprise the
consolidated profit and loss
account, consolidated statement
of total recognised gains and
losses, reconciliation of
movements in Group shareholders’
funds, balance sheets,
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 United Kingdom
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 with the
financial statements. The other
information comprises only the
Non-Executive President’s
introduction, Executive Chairman’s
statement, Chief Executive
Officer’s report, the Financial
review, the products and services
review, the case studies, the
Directors’ Report, the Corporate
Governance report and the
Remuneration report.
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 as at
31 March 2003 and of the loss 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
Leeds
10 June 2003
Independent auditors’ report to the
members of InTechnology plc
For the year ended 31 March 2003 24
Consolidated profit & loss account
For the year ended 31 March 2003
2003 2002
Note £'000 £'000
Turnover 1 156,899 158,108
Cost of sales (133,642) (135,853)
Gross profit 23,257 22,255
Net operating expenses before depreciation,
amortisation of goodwill and exceptional items (19,314) (19,407)
Depreciation (4,885) (3,679)
Amortisation of goodwill (3,980) (7,995)
Exceptional costs of German subsidiary 2 (1,645) -
Exceptional goodwill impairment charge - (73,493)
Net operating expenses (29,824) (104,574)
Group operating loss (6,567) (82,319)
Share of operating loss of associate - (353)
Total operating loss (6,567) (82,672)
Net interest (payable)/receivable 3 (108) 178
Loss on ordinary activities before taxation 1 & 4 (6,675) (82,494)
Tax on loss on ordinary activities 5 (367) (678)
Loss sustained for the financial year 19 (7,042) (83,172)
EBITDA 3,943 2,848
Loss per share (pence)
Basic and diluted 7 (5.10) (60.23)
Adjusted loss per share (pence)
Basic and diluted 7 (1.03) (0.96)
EBITDA comprises earnings before interest, taxation, depreciation, amortisation of goodwill and exceptional items.
All of the activities of the Group relate to continuing operations.
There is no difference between the loss on ordinary activities before taxation and the loss sustained for the financial
year and their historical cost equivalents. 2003 2002
£'000 £'000
Loss sustained for the financial year (7,042) (83,172)
Exchange adjustments offset in reserves - (16)
Total recognised losses relating to the year (7,042) (83,188)
Prior year adjustment on adoption of FRS 19 - 239
Total recognised losses since last annual report (7,042) (82,949)
25
Consolidated statement of total
recognised gains and losses
For the year ended 31 March 2003
Reconciliation of movements in Group
shareholders’ funds
For the year ended 31 March 2003
2003 2002
Note £'000 £'000
Loss sustained for the financial year (7,042) (83,172)
Other recognised losses relating to the year - (16)
Nominal value of ordinary share capital issued - 1
Premium on ordinary share capital issued - 43
Net change in shareholders' funds (7,042) (83,144)
Opening shareholders' funds 19 104,489 187,633
Closing shareholders' funds 19 97,447 104,489 26
Balance sheets
As at 31 March 2003
Group Company
2003 2002 2003 2002
Note £'000 £'000 £'000 £'000
Fixed assets
Intangible assets 8 68,964 72,944 69,244 73,224
Tangible assets 9 12,179 11,811 12,179 11,440
Investment in subsidiary undertakings 10 - - 7,049 9,677
81,143 84,755 88,472 94,341
Current assets
Stock 11 9,225 11,448 9,225 11,448
Debtors
- due after more than one year 12 - - 1,455 1,842
- due within one year 12 35,542 40,720 35,542 40,652
35,542 40,720 36,997 42,494
Cash at bank and in hand 18,155 23,319 18,155 22,665
62,922 75,487 64,377 76,607
Creditors - amounts falling due within one year 13 (45,109) (48,584) (45,109) (48,457)
Net current assets 17,813 26,903 19,268 28,150
Total assets less current liabilities 98,956 111,658 107,740 122,491
Creditors - amounts falling due
after more than one year 14 (1,300) (7,169) (9,810) (15,679)
Provisions for liabilities and charges 17 (209) - (209) -
Net assets 97,447 104,489 97,721 106,812
Capital and reserves
Called up share capital
- equity 18 & 19 1,381 1,381 1,381 1,381
- non-equity 18 & 19 480 480 480 480
Share premium account 19 188,391 188,391 188,391 188,391
Profit and loss account 19 (92,805) (85,763) (92,531) (83,440)
Shareholders' funds
(including non-equity interests) 19 97,447 104,489 97,721 106,812
Shareholders' funds comprise:
Equity interests 95,207 102,249 95,481 104,572
Non-equity interests 2,240 2,240 2,240 2,240
97,447 104,489 97,721 106,812
The financial statements on pages 24 to 44 were approved by the Board of Directors on 10 June 2003 and were
signed on its behalf by:
Andrew Kaberry
Finance Director 27
Consolidated cash flow statement
For the year ended 31 March 2003
2003 2002
Note £'000 £'000
Net cash inflow from operating activities 20 2,356 4,047
Returns on investments and servicing of finance
Interest received 451 786
Interest element of finance lease payments (105) (3)
Interest paid (454) (605)
Net cash (outflow)/inflow from returns on investments
and servicing of finance (108) 178
Taxation paid (676) (1,490)
Capital expenditure and financial investment
Purchase of tangible fixed assets (3,911) (5,308)
Sale of tangible fixed assets 187 117
Net cash outflow from capital expenditure and financial investment (3,724) (5,191)
Net cash outflow before use of liquid resources and financing (2,152) (2,456)
Management of liquid resources
Decrease in short term deposits with financial institutions 10,000 5,000
Financing
Issue of ordinary share capital - 44
Repayment of secured loans (2,199) (1,021)
Capital element of finance lease payments (813) (57)
Net cash outflow from financing (3,012) (1,034)
Increase in cash in the year 21 4,836 1,510 28
Accounting policies
The Directors have performed a
review of the Group’s accounting
policies in accordance with FRS 18
‘Accounting policies’ . This review
did not result in any changes in
accounting policies because the
Directors concluded that the
accounting policies adopted by the
Group are the most appropriate for
its circumstances.
The financial statements have been
prepared in accordance with
applicable Accounting Standards in
the United Kingdom. A summary of
the main accounting policies which
have been applied consistently, is
set out below.
Basis of accounting
The financial statements have been
prepared in accordance with the
historical cost convention.
Basis of consolidation
The consolidated profit and loss
account and balance sheet include
the financial statements of the
company and its subsidiary
undertakings up to 31 March. The
results of subsidiaries acquired are
included in the consolidated profit
and loss account from the date on
which control passes. Intra-group
sales and profits are eliminated
fully on consolidation.
On acquisition of a subsidiary, its
assets and liabilities that exist at
the date of acquisition are recorded
at their fair values. All gains and
losses that arise after the group
has gained control of the subsidiary
are included in the post acquisition
profit and loss account.
Goodwill
Goodwill arising on consolidation
represents the excess of the fair
value of the consideration paid over
the fair value of the identifiable net
assets acquired and is amortised
through the profit and loss account
over its useful economic life. The
Directors have assessed the
estimated useful economic life of
goodwill at 20 years from date of
acquisition based on the strengths
of the underlying businesses and
projected future market growth.
The Directors review the level
of goodwill for impairment at the
end of the first full financial year
following acquisition and in
other periods if events or changes
in circumstances indicate that
the carrying value may not
be recoverable.
Tangible fixed assets
The cost of tangible fixed assets
is their purchase cost, together
with any incidental expenses
of acquisition.
Depreciation is calculated so as to
write-off the cost of tangible fixed
assets less their estimated residual
values, on a straight line basis over
the expected useful economic lives
of the assets concerned. The
principal annual rates used for this
purpose are:
Freehold buildings - 2%
Leasehold improvements - 20%
Office fixtures and fittings - 25%
to 50%
Vehicles and computer equipment -
25% to 50%
Freehold land is not depreciated.
The Directors review tangible fixed
assets for impairment if events or
changes in circumstances indicate
that the carrying value may not
be recoverable.
Stocks
Stocks are stated at the lower of
cost and net realisable value.
Provisions are made for obsolete,
slow-moving and defective items
where appropriate.
Revenue recognition
Revenue on the outright sale of
equipment and software is
recognised on invoice at the time
of despatch. Service revenues are
recognised evenly over the period
to which the service relates.
Unrecognised service revenue is
included as deferred income in the
balance sheet.
Foreign currencies
Transactions in foreign currencies
are recorded at the rate of
exchange ruling at the date of the
transaction. Profits and losses of
overseas subsidiary undertakings
are translated into sterling at the
rates of exchange ruling at the
balance sheet date.
The exchange difference arising 
on the re-translation of the
opening net assets and profits and
losses incurred are taken directly 
to reserves.
Monetary assets and liabilities
denominated in foreign currencies
are translated to sterling at the
exchange rates ruling at the
balance sheet date. 29
Accounting policies continued
Lease agreements
Finance lease arrangements, which
transfer to the Group substantially
all the benefits and risks of
ownership of an asset, are treated
as if the asset had been purchased
outright. The assets are included in
fixed assets and the capital
element of the finance leases is
shown as obligations under finance
leases. The finance lease rentals are
treated as consisting of capital and
interest elements. The capital
element is applied to reduce the
outstanding obligations and the
interest element is charged to the
profit and loss account in
proportion to the reducing capital
element outstanding. Assets held
under finance leases are
depreciated over the useful lives of
equivalent owned assets.
Costs in respect of operating leases
are charged to the profit and loss
account on a straight line basis
over the term of the lease.
Deferred taxation
Full provision is made for deferred
taxation resulting from timing
differences between profits
computed for taxation purposes
and profits stated in the financial
statements to the extent that there
is an obligation to pay more tax
in the future as a result of the
reversal of those timing differences.
Deferred tax assets are recognised
to the extent they are expected to
be recoverable in the foreseeable
future.
Research and development
Research and development
expenditure is written off to the
profit and loss account as incurred.
Pension costs
The Company operates a defined
contribution pension scheme for
employees and directors. The assets
of the scheme are held separately
from those of the Company. The
annual contributions payable are
charged to the profit and loss
account. The Company provides no
other post-retirement benefits to
its employees and directors.
Share schemes
The Group grants share options to
employees and directors on a
discretionary basis. The scheme is
‘unapproved’ and all employees
have agreed in writing to accept
liability for any National Insurance
contributions that become due on
exercise of options. 30
Notes to the financial statements 
For the year ended 31 March 2003
1 Segmental information
Turnover by destination Turnover by source Loss before taxation by source
2003 2002 2003 2002 2003 2002
£'000 £'000 £'000 £'000 £'000 £'000
Geographical analysis
United Kingdom 155,089 157,151 156,888 158,095 (4,922) (80,522)
Continental Europe 1,313 941 11 13 (1,645) (1,797)
North America 497 16 - - - -
156,899 158,108 156,899 158,108 (6,567) (82,319)
Share of operating loss
of associate - United Kingdom - (353)
Net interest (payable)/receivable (108) 178
Total (6,675) (82,494)
Turnover (Loss)/profit before taxation
Before goodwill amortisation After goodwill amortisation
and exceptional items and exceptional items
2003 2002 2003 2002 2003 2002
£'000 £'000 £'000 £'000 £'000 £'000
Business analysis
SSS 148,681 154,013 8,148 8,823 6,449 7,123
MDS 8,218 4,095 (9,090) (9,654) (13,016) (89,442)
156,899 158,108 (942) (831) (6,567) (82,319)
Share of operating loss
of associate - (353) - (353)
Net interest (payable)/receivable (108) 178 (108) 178
Total (1,050) (1,006) (6,675) (82,494)
Including Excluding
goodwill goodwill
2003 2002 2003 2002
£'000 £'000 £'000 £'000
Net assets
Geographical analysis
United Kingdom 97,447 103,911 28,483 30,967
Continental Europe - 578 - 578
Group total 97,447 104,489 28,483 31,545
Business analysis
SSS 33,800 33,940 4,358 2,798
MDS 45,492 47,230 5,970 5,428
79,292 81,170 10,328 8,226
Cash 18,155 23,319 18,155 23,319
Group total 97,447 104,489 28,483 31,545 31
Notes to the financial statements continued
For the year ended 31 March 2003
2 Exceptional costs of German subsidiary
The exceptional costs of the German subsidiary represent the loss before taxation incurred of £895,000 (2002:
£1,797,000) and a provision for closure costs in InTechnology AG of £750,000 (2002: £nil). The Company was closed
on 17 October 2002.
3 Net interest (payable)/receivable
2003 2002
£'000 £'000
Interest payable on bank loans and overdrafts (8) (45)
Interest payable on other loans (446) (560)
Interest payable on finance leases (105) (3)
(559) (608)
Bank interest receivable 451 786
Net interest (payable)/receivable (108) 178
4 Loss on ordinary activities before taxation
2003 2002
£'000 £'000
Loss on ordinary activities before taxation is stated after charging/(crediting):
Staff costs (note 24) 11,008 10,324
Depreciation of owned tangible fixed assets 4,044 3,609
Depreciation of leased tangible fixed assets 841 70
Amortisation of goodwill 3,980 7,995
Exceptional goodwill impairment charge - 73,493
Exceptional costs of German subsidiary 1,645 -
Other operating lease rentals 2,205 2,216
Auditors' remuneration - audit 50 58
Auditors' remuneration - non-audit 10 10
(Profit)/loss on disposal of tangible fixed assets (41) 31
Auditors’ remuneration includes £45,000 (2002: £48,000) in respect of audit services and £7,000 (2002: £7,000) in
respect of non-audit services provided to the Company. Non-audit services provided to the Group and Company
relate to tax compliance. 32
Notes to the financial statements continued
For the year ended 31 March 2003
5Tax on loss on ordinary activities
2003 2002
£'000 £'000
Tax charge comprises:
United Kingdom corporation tax at 30% (2002: 30%)
Current (187) (599)
Under provision in respect of prior years (185) (70)
Total current tax (372) (669)
Deferred tax (note 16) 5 (9)
(367) (678)
The tax charge on profits before goodwill charges is higher (2002 higher) than the standard rate of corporation tax
in the UK. The differences are explained below:
2003 2002
£’000 £’000
Loss on ordinary activities before taxation (6,675) (82,494)
Amortisation of goodwill 3,980 7,995
Exceptional goodwill impairment charge - 73,493
(2,695) (1,006)
At standard rate of corporation tax of 30% (2002: 30%) (809) (302)
Effects of:
Expenses not deductible for tax purposes 544 159
Adjustment to tax charge in respect of previous periods 185 70
Capital allowances for year (in excess of)/lower than depreciation (41) 55
Overseas tax rates/losses not used 493 539
Other - 148
372 669
At 31 March 2003, the Company had accumulated tax losses of approximately £2,973,000 which are available for
offset against future trading profits of certain Group operations.
6 Loss of the holding company
As permitted by section 230 of the Companies Act 1985, the profit and loss account of the Company is not
presented in these financial statements. The parent Company’s loss for the year ended 31 March 2003 was
£9,091,000 (2002: £85,383,000). 33
Notes to the financial statements continued
For the year ended 31 March 2003
7 (Loss)/earnings per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of £7,042,000 (2002:
£83,172,000) by the weighted average number of ordinary shares in issue during the year of 138,101,518 (2002:
138,089,272).
The adjusted basic loss per share has been calculated to provide a better understanding of the underlying
performance of the Group as follows:
2003 2002
(Loss)/ (Loss)/ (Loss)/ (Loss)/
earnings earnings earnings earnings
per share per share
£’000 pence £’000 pence
Loss attributable to ordinary shareholders (7,042) (5.10) (83,172) (60.23)
Amortisation of goodwill 3,980 2.88 7,995 5.79
Exceptional costs of German subsidiary 1,645 1.19 --
Exceptional goodwill impairment charge -- 73,493 53.22
Share of operating loss of associate -- 353 0.26
Adjusted basic loss per share (1,417) (1.03) (1,331) (0.96)
The loss attributable to ordinary shareholders and the weighted average number of ordinary shares for the purpose
of calculating the diluted earnings per ordinary share are identical to those used for basic earnings per ordinary
share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share
and is therefore not dilutive under the terms of FRS 14 ‘Earnings per share’ .
8 Intangible fixed assets
Group Goodwill
£'000
Cost
At 31 March 2003 and 1 April 2002 159,908
Amortisation
At 1 April 2002 86,964
Charge for the year 3,980
At 31 March 2003 90,944
Net book amount at 31 March 2003 68,964
Net book amount at 31 March 2002 72,944
Company Goodwill
£'000
Cost
At 31 March 2003 and 1 April 2002 158,613
Amortisation
At 1 April 2002 85,389
Charge for the year 3,980
At 31 March 2003 89,369
Net book amount at 31 March 2003 69,244
Net book amount at 31 March 2002 73,224 34
Notes to the financial statements continued
For the year ended 31 March 2003
9Tangible fixed assets
Group Freehold Leasehold Office fixtures Vehicles and Total
land and improvements and fittings computer
buildings equipment
£'000 £'000 £'000 £'000 £'000
Cost
At 1 April 2002 3,371 1,405 1,362 12,273 18,411
Additions 199 174 135 4,980 5,488
Disposals - - (18) (342) (360)
At 31 March 2003 3,570 1,579 1,479 16,911 23,539
Accumulated depreciation
At 1 April 2002 188 386 686 5,340 6,600
Charge for the year 137 283 325 4,140 4,885
Exceptional charge for German subsidiary (note 2) - - - 89 89
Disposals - - (8) (206) (214)
At 31 March 2003 325 669 1,003 9,363 11,360
Net book amount at 31 March 2003 3,245 910 476 7,548 12,179
Net book amount at 31 March 2002 3,183 1,019 676 6,933 11,811
Company Freehold Leasehold Office fixtures Vehicles and Total
land and improvements and fittings computer
buildings equipment
£'000 £'000 £'000 £'000 £'000
Cost
At 1 April 2002 3,371 1,405 1,344 11,780 17,900
Additions 199 174 135 4,955 5,463
Transfer from Group undertaking - - - 285 285
Disposals - - - (332) (332)
At 31 March 2003 3,570 1,579 1,479 16,688 23,316
Accumulated depreciation
At 1 April 2002 188 386 681 5,205 6,460
Charge for the year 137 283 322 4,143 4,885
Disposals - - - (208) (208)
At 31 March 2003 325 669 1,003 9,140 11,137
Net book amount at 31 March 2003 3,245 910 476 7,548 12,179
Net book amount at 31 March 2002 3,183 1,019 663 6,575 11,440
Analysis of net book amount of freehold land and buildings
Group and Company
2003 2002
£'000 £'000
Freehold land 1,233 1,213
Freehold buildings 2,012 1,970
3,245 3,183
The net book amount of Group and Company tangible assets includes an amount of £2,245,000 (2002: £804,000)
in respect of assets held under finance leases. 35
Notes to the financial statements continued
For the year ended 31 March 2003
10 Investments
Company
£'000
Shares in group undertakings
At 1 April 2002 9,677
Additional investments in German subsidiary:
25/04/2002 155
22/05/2002 159
24/06/2002 163
26/07/2002 127
22/08/2002 97
Write down in carrying value of German subsidiary (3,329)
At 31 March 2003 7,049
Investments in group undertakings are stated at cost.
Details of the principal investments at 31 March 2003 in which the Group or Company holds more than 20% of
the nominal value of ordinary share capital are as follows:
Subsidiary undertakings Country of Nature of business Proportion
incorporation held
or registration
HOLF Technologies Limited England Dormant 100%
VData Limited England Dormant 100%
Integrated Technology (Europe) Limited England Dormant 100%
11 Stocks
Group and Company
2003 2002
£'000 £'000
Goods for re-sale 9,225 11,448 36
Notes to the financial statements continued
For the year ended 31 March 2003
12 Debtors
Group Company
2003 2002 2003 2002
£'000 £'000 £'000 £'000
Amounts falling due after more than one year:
Amounts owed by Group undertakings - - 1,455 1,842
Amounts falling due within one year:
Trade debtors 26,074 31,925 26,074 31,903
Other debtors 6,657 6,079 6,657 6,080
Deferred tax (note 16) 235 230 235 230
Prepayments and accrued income 2,576 2,486 2,576 2,439
35,542 40,720 35,542 40,652
Total 35,542 40,720 36,997 42,494
Amounts owed by Group undertakings are unsecured. Included within other debtors is an amount of £40,000 owing
from a member of the Company’s management team.
13 Creditors – amounts falling due within one year
Group Company
2003 2002 2003 2002
£'000 £'000 £'000 £'000
Bank and other borrowings 5,738 2,199 5,738 2,199
Obligations under finance leases 1,156 507 1,156 507
Trade creditors 32,670 38,859 32,670 38,845
Corporation tax 336 640 336 640
Other taxation and social security 1,343 2,714 1,343 2,699
Other creditors 276 453 276 451
Accruals and deferred income 3,590 3,212 3,590 3,116
45,109 48,584 45,109 48,457
Bank and other borrowings comprise loans due within one year which were provided by IBM United Kingdom
Financial Services Limited and are secured by fixed and floating charges over the assets of the Company dated
11 September 2000.
14 Creditors – amounts falling due after more than one year
Group Company
2003 2002 2003 2002
£'000 £'000 £'000 £'000
Bank and other borrowings - 5,738 - 5,738
Obligations under finance leases 1,300 1,185 1,300 1,185
Trade creditors - 246 - 246
Amounts owed to Group undertakings - - 8,510 8,510
1,300 7,169 9,810 15,679
Amounts owed to Group undertakings are unsecured. 37
Notes to the financial statements continued
For the year ended 31 March 2003
14 Creditors – amounts falling due after more than one year continued
Bank and other borrowings are repayable as follows:
Group and Company Group and Company
Bank and other borrowings Finance leases
2003 2002 2003 2002
£'000 £'000 £'000 £'000
In one year or less 5,738 2,199 1,156 507
Between one and two years - 5,738 1,079 631
Between two and five years - - 221 554
5,738 7,937 2,456 1,692
15 Financial instruments
The main financial risks faced by the Group include interest rate risk and liquidity risk. The Board reviews and agrees
policies for managing each of these risks. The Group currently has very little exposure to currency risk.
The Group’s financial instruments comprise cash, liquid resources and various items, such as debtors and creditors
that arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that
no trading in financial instruments shall be undertaken. Similarly, the Group did not undertake any financial
hedging arrangements during the year under review. The year end position reflects these policies and there have
been no changes in policies or risks since the year end.
The Group has net cash reserves and therefore has limited interest rate exposure. Group policy is to continue to
monitor financial markets and to repay outstanding loans in line with agreed repayment schedules.
Financial asset returns are maximised by ongoing review of the Group’s cash flow requirements. Any funds surplus
to short-term working capital requirements are placed on interest bearing deposit.
Liquidity risk is further managed by agreeing separate borrowing facilities for any additional working capital and
investment requirements. In accordance with this policy, the Group has negotiated an invoice discounting facility
of £946,000 with IBM, which was unused as at 31 March 2003. This facility is provided on a rolling basis and is
subject to 60 days notice by either party.
Short term trade debtors and creditors have been excluded from all the following disclosures.
Interest rate risk profile of financial assets
The interest rate profile of the financial assets of the Group is as follows:
Floating rate Floating rate
2003 2002
£'000 £'000
Currency
Sterling 18,137 22,665
Dollar 4 -
Euro 14 654
18,155 23,319
The financial assets relate to cash at bank and bear interest based on LIBOR. There are no fixed rate financial assets
(2002: £nil). 38
Notes to the financial statements continued
For the year ended 31 March 2003
15 Financial instruments continued
Interest rate risk profile of financial liabilities
The interest rate profile of the financial liabilities of the Group is as follows:
2003 2002
£’000 £'000
Currency - sterling
Floating rate bank and other borrowings 5,738 7,937
Fixed rate finance leases 2,456 1,692
Total 8,194 9,629
Weighted average fixed interest rate 9.14% 6.64%
Weighted average period for which rate is fixed 2.1 years 3.1 years
Financial liabilities include secured loan arrangements with IBM and finance leases and are detailed in note 14. The
loans bear interest by reference to LIBOR and are repayable as set out in note 14.
Borrowing facilities
The Group has various borrowing facilities available to it. The undrawn committed facilities available as at 31 March,
in respect of which all conditions have been met at that date, were as follows:
2003 2002
£'000 £'000
Expiring within one year 946 2,500
Non-equity shares
A proportion of the Group’s share capital is attributable to non-equity interests, in the form of deferred shares
of 1p each. The rights and restrictions attaching to the deferred shares are described in note 18 to the financial
statements.
Fair value
Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction
between informed and willing parties, other than by a forced or liquidation sale, and excludes accrued interest. The
fair value of financial assets and liabilities as at 31 March 2003 approximate to the book value at those dates.
Currency exposure
Gains and losses arising on net investments overseas are not significant. The Group does not consider current levels
of overseas trade sufficiently significant to warrant actions to mitigate currency exposure.
Hedges
The Group does not operate any hedging instruments. 39
Notes to the financial statements continued
For the year ended 31 March 2003
16 Deferred tax asset
Group and Company
£'000
At 1 April 2002 230
Credited to the profit and loss account 5
At 31 March 2003 235
Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in
which timing differences reverse, based on tax rates and laws substantively enacted at the balance sheet dates.
The deferred tax asset is included in debtors and is analysed as follows:
Group and Company Amount recognised Amount not recognised
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Accelerated capital allowances - - 322 270
Short term timing differences 235 230 - -
Losses carried forward - - 892 892
235 230 1,214 1,162
Based on current capital expenditure plans, the Group does not expect fixed asset timing differences to reverse in
the foreseeable future, hence no deferred tax liability has been recognised in respect of accelerated capital
allowances. In addition, in the light of medium term forecasts prepared, the Group does not at present consider it
more likely than not that suitable taxable profits will be available to offset the losses carried forward, hence no
deferred tax asset has been recognised in respect of losses carried forward. In accordance with FRS 19 ‘Deferred
tax’, the Directors will continue to assess whether deferred tax assets should be recognised in respect of these items.
17 Provisions for liabilities and charges
Group and Company
Lease commitments
£'000
At 1 April 2002 -
Charged to the profit and loss account 750
Utilised in the year (541)
At 31 March 2003 209
The remaining provision at 31 March relates to lease commitments for the unoccupied offices of the German
subsidiary, which was closed on 17 October 2002. It is expected that these payments will arise for the period to
January 2003 by which time it is anticipated the offices will be re-occupied. 40
Notes to the financial statements continued
For the year ended 31 March 2003
18 Called up share capital
Company
2003 2002
£'000 £'000
Authorised
252,000,000 Ordinary shares of 1p each 2,520 2,520
48,000,000 Deferred shares of 1p each 480 480
Total 3,000 3,000
2003 2002
£'000 £'000
Allotted, called up and fully paid
138,101,518 Ordinary shares of 1p each 1,381 1,381
48,000,000 Deferred shares of 1p each 480 480
Total 1,861 1,861
Deferred shares differ to ordinary shares in that they do not entitle the holder to receive any dividend or other
distribution; do not entitle the holder to vote at any general meeting of the Company; do entitle the holder on a
winding up to repayment of amounts paid only after payment in respect of each Ordinary Share of the capital paid
up and a further payment of £10,000 on each Ordinary Share and are treated as non-equity shares.
Share options
Certain employees hold options to subscribe for shares in the Company at prices ranging from 1.8p to 337.5p under
the share option schemes.
During the year the Company did not issue any shares in respect of the exercise of employee share options (2002:
101,589 shares).
The number of shares subject to options, the periods in which they were granted and the periods in which they may
be exercised are given below:
Name of scheme No. of shares Exercise Earliest exercise Expiry date
2003 2002 price (p) date
HOLF scheme 7,775,912 7,877,501 43.3 23/12/02 23/12/09
VData scheme 5,425,081 5,425,081 1.8 07/01/03 07/01/10
InTechnology scheme 1,730,963 - 50.5 19/07/05 19/07/12
InTechnology scheme 1,150,000 - 52.0 04/07/05 04/07/12
InTechnology scheme 500,000 - 65.0 11/06/05 11/06/12
InTechnology scheme 1,344,000 1,619,000 150.0 24/07/03 - 15/03/04 24/07/10 - 15/03/11
InTechnology scheme 718,000 2,341,386 172.0 20/12/04 20/12/11
InTechnology scheme 570,000 570,000 279.0 15/03/04 - 01/05/04 15/03/11 - 01/05/11
InTechnology scheme 50,000 50,000 327.5 02/01/04 02/01/11
InTechnology scheme 50,000 50,000 337.5 01/11/03 01/11/10
19,313,956 17,932,968
Further details of the share option schemes in operation are given under the heading ‘Interests in share options’
in the Remuneration Report on pages 20 to 22. 41
Notes to the financial statements continued
For the year ended 31 March 2003
19 Shareholders’ funds
Group Ordinary Deferred Share Profit Total
share shares premium & loss shareholders'
capital account account funds
£'000 £'000 £'000 £'000 £'000
At 1 April 2002 1,381 480 188,391 (85,763) 104,489
Loss sustained for the financial year - - - (7,042) (7,042)
At 31 March 2003 1,381 480 188,391 (92,805) 97,447
Company Ordinary Deferred Share Profit Total
share shares premium & loss shareholders'
capital account account funds
£'000 £'000 £'000 £'000 £'000
At 1 April 2002 1,381 480 188,391 (83,440) 106,812
Loss sustained for the financial year - - - (9,091) (9,091)
At 31 March 2003 1,381 480 188,391 (92,531) 97,721
20 Reconciliation of operating loss to net cash inflow from operating activities
2003 2002
£'000 £'000
Group operating loss (6,567) (82,319)
Depreciation of tangible fixed assets 4,885 3,679
Depreciation of tangible fixed assets -
exceptional costs of German subsidiary (note 2) 89 -
Goodwill amortisation 3,980 7,995
Exceptional goodwill impairment charge - 73,493
(Profit)/loss on disposal of tangible fixed assets (41) 31
Decrease/(increase) in stocks 2,223 (2,235)
Decrease/(increase) in debtors 5,183 (2,017)
(Decrease)/increase in creditors and provisions (7,396) 5,420
Net cash inflow from operating activities 2,356 4,047 42
Notes to the financial statements continued
For the year ended 31 March 2003
21 Reconciliation of movement in net funds
2003 2002
£'000 £'000
Increase in cash in the year 4,836 1,510
Net cash outflow from decrease in finance leases 813 57
Decrease in short term deposits (10,000) (5,000)
Cash outflow from repayment of debt 2,199 1,021
Change in net funds resulting from cash flows (2,152) (2,412)
Non-cash changes:
Inception of new finance leases (1,577) (1,749)
Other non-cash changes in secured loans - (47)
Movement in net funds in the year (3,729) (4,208)
Net funds at start of year 13,690 17,898
Net funds at end of year 9,961 13,690
22 Analysis of net funds
At 1 April Cashflow Other non-cash At 31 March
2002 changes 2003
£'000 £'000 £'000 £'000
Cash at bank and in hand 13,319 4,836 - 18,155
Short term deposits 10,000 (10,000) - -
Finance leases (1,692) 813 (1,577) (2,456)
Debt due after more than one year (5,738) - 5,738 -
Debt due within one year (2,199) 2,199 (5,738) (5,738)
Net funds 13,690 (2,152) (1,577) 9,961
23 Directors’ emoluments
A detailed analysis of Directors’ individual emoluments, together with information on pensions, including that of
the highest paid Director, is given under the headings ‘Remuneration of Executive Directors’, ‘Salaries’, ‘Pensions’
and ‘Directors’ emoluments’, in the Remuneration report.
2003 2002
£'000 £'000
Aggregate emoluments 1,282 1,080
Company contributions to defined contribution pension schemes 51 44
Sums paid to third parties for directors' services 85 83
1,418 1,207
During the year, retirement benefits were accruing to all seven (2002: six) Executive Directors under defined
contribution pension schemes. 43
Notes to the financial statements continued
For the year ended 31 March 2003
24 Employee information
The average monthly number of persons, (including Executive Directors), employed by the Group during the year
was:
By category 2003 2002
Number Number
Sales 75 75
Technical 59 52
Operations 59 59
Administration 49 46
242 232
Staff costs for the persons above were:
2003 2002
£'000 £'000
Wages and salaries 9,699 9,135
Social security costs 1,143 1,049
Pension costs 166 140
11,008 10,324
25 Financial commitments
At 31 March 2003 the Group had annual commitments under non-cancellable operating leases as follows:
Land and buildings Other assets
2003 2002 2003 2002
£'000 £'000 £'000 £'000
Expiring within one year 98 185 110 166
Expiring within one to two years 825 393 110 108
Expiring within two to five years 268 783 - -
Expiring after five years 944 873 - -
2,135 2,234 220 274 44
Notes to the financial statements continued
For the year ended 31 March 2003
26 Post balance sheet event
On 10 April 2003 InTechnology announced that it had reached agreement with Articon-Integralis AG to acquire the
share capital of its subsidiaries making up the specialist network and information security distributor business,
Allasso, for an initial consideration of €25.0m (£17.2m)
1
, with potential deferred consideration of up to €3.8m
(£2.6m)
1
. The consideration for the acquisition will be paid in cash and will be financed from InTechnology’s internal
cash resources and new borrowing facilities.
Allasso is Europe’s leading specialist distributor of IT security products, with over 220 staff and operations in six
countries. In the year ended 31 December 2002 Allasso reported proforma revenues of €152.0m (£104.8m)
1
and
EBITDA of €10.5m (£7.2m)
1
. EBIT was €8.3m (£5.7m)
1
.
Completion is expected on 31 July 2003, and will be subject to Articon-Integralis shareholder approval at a
shareholder meeting on 23 June 2003.
Note
1
An exchange rate of £1 to €1.45 is assumed.
27 Related party transactions
The Company has taken advantage of the exemption available under FRS 8 ‘Related Party Disclosures’ from
disclosing transactions between the Company and its subsidiary undertakings as these have been eliminated on
consolidation of these financial statements.
Peter Wilkinson is a shareholder in British Sky Broadcasting plc (‘BSkyB’). InTechnology has sold services totalling
£149,000 (2002: £166,000) to BSkyB in the year. As at 31 March 2003, InTechnology was owed £15,000 (2002: £nil)
by BSkyB.
Peter Wilkinson is a shareholder in the ultimate parent company of Planetfootball.com Limited, BSkyB. InTechnology
has sold services totalling £197,000 (2002: £377,000) to Planetfootball.com Limited in the year. As at 31 March
2003, InTechnology was owed £37,000 (2002: £146,000) by Planetfootball.com Limited.
Peter Wilkinson is a non-Executive Director of and Peter Wilkinson, Richard James and John Swingewood are
shareholders in The New Gadget Shop Limited. InTechnology has sold services totalling £73,000 (2002: £81,000) to
The New Gadget Shop Limited in the year. There were no amounts outstanding at 31 March 2003 (2002: £14,000).
Peter Wilkinson is Executive Chairman of, Richard James is a Director of and Peter Wilkinson, Richard James and John
Swingewood hold beneficial interests in shares in Digital Interactive Television Group Limited. InTechnology has sold
services totalling £800,000 (2002: £206,000) to Digital Interactive Television Group Limited in the year. As at 31
March 2003, InTechnology was owed £265,000 (2002: £65,000) by Digital Interactive Television Group Limited.
Peter Wilkinson is a non-Executive Director and shareholder in and John Swingewood is a Director and shareholder
in Getmedia plc. InTechnology has sold services totalling £60,000 (2002: £25,000) to Getmedia plc in the year. As
at 31 March 2003, InTechnology was owed £8,000 (2002: £5,000) by Getmedia plc.
The Company has maintained current accounts at various stages during the year with Peter Wilkinson and Andrew
Kaberry. The maximum amounts owed to the Company under these arrangements were £20,198 (2002: £21,630)
and £15,368 (2002: £13,926) respectively. Both amounts were fully repaid during the year and there were no
amounts outstanding in respect of these loans as at 31 March 2003.
28 Ultimate controlling party
The Directors consider Peter Wilkinson to be the ultimate controlling party by virtue of his controlling interest in
the Company. 45
The Directors hereby give notice
that the Company will hold its
Annual General Meeting (‘AGM’)
at Nidderdale House, Beckwith
Knowle, Otley Road, Harrogate,
HG3 1SA at 11am on 6 August
2003 for the following purposes:
Ordinary business:
Resolution 1
To receive and adopt the report of
the Directors, the report of the
independent auditors of the Company
and the audited financial statements
for the year ended 31 March 2003.
Resolution 2
To reappoint Steve Pearce as a
Director, who retires by rotation in
accordance with Article 92 of the
Articles of Association and who,
being eligible, offers himself for
re-appointment as a Director.
Resolution 3
To reappoint John Swingewood as
a Director, who retires by rotation
in accordance with Article 92 of
the Articles of Association and
who, being eligible, offers himself
for re-appointment as a Director.
Resolution 4
To reappoint Bryn Sage as a
Director, who retires by rotation in
accordance with Article 92 of the
Articles of Association and who,
being eligible, offers himself for
re-appointment as a Director.
Special business:
To consider and, if thought fit, to
pass the following Resolutions. The
Directors will propose Resolutions 5
and 7 as ordinary resolutions and
Resolution 6 as a special resolution.
Resolution 5
That the Directors be and are
generally and unconditionally
authorised pursuant to section 80
of the Companies Act 1985 (the
‘Act’) to exercise all the powers of
the Company to allot relevant
securities (within the meaning of
section 80 of the Act) up to an
aggregate nominal amount of
£460,338.39, provided that such
authority is for a period expiring 5
years from the date of this
Resolution 5, and save that the
Company may before such expiry
make an offer or agreement which
would or might require the
Directors to allot relevant securities
after such expiry and the Directors
may allot relevant securities in
pursuance of any such offer or
agreement as if the authority
which this Resolution 5 confers
had not expired. The authority
which this Resolution 5 confers
shall be in substitution to all
subsisting authorisations under
section 80 of the Act (to the extent
unused) which are hereby revoked.
Resolution 6
That, subject to the passing of
Resolution 5, the Directors be and
are empowered pursuant to section
95 of the Act to allot equity
securities (within the meaning of
section 94(2) of the Act) for cash
pursuant to the authority which
Resolution 5 confers as if section
89(1) of the Act did not apply to
any such allotment provided that
this power shall be limited to the
allotment of equity securities:
(a) in connection with or the
subject of an offer or invitation,
including a rights issue or open or
equivalent offer to holders of
ordinary shares and such other
equity securities of the Company as
the Directors may determine on the
register on a fixed record date in
proportion (as near as maybe) to
the respective holdings of such
shares, but subject to such
exclusions or other arrangements
as the Directors may deem
necessary or expedient in relation
to fractional entitlements or any
legal or practical problems under
the laws of, or the requirements of
any recognised regulatory body or
any stock exchange in any
territory; and
(b) otherwise than pursuant to sub-
paragraph (a) above up to an
aggregate nominal amount of
£69,050.75,
Notice of Annual General Meeting 46
and shall expire 5 years from the
date of this Resolution 6, save that
the Company may before such
expiry make an offer or agreement
which would or might require the
Directors to allot equity securities
after such expiry and the Directors
may allot equity securities in
pursuance of such offer or
agreement as if the power
which this Resolution 6 confers
had not expired.
Resolution 7
In accordance with Sections 379
and 388(3) of the Act that
PricewaterhouseCoopers LLP be
reappointed auditors of the
Company, (having previously been
appointed by the Board to fill the
casual vacancy arising by reason
of the resignation of
PricewaterhouseCoopers), to
hold office until the conclusion
of the next general meeting at
which accounts are laid before
the Company and that, pursuant
with section 390A of the Act,
their remuneration be fixed by 
the Directors.
10 June 2003
By order of the Board
Richard James
Director and Company Secretary
for and on behalf of InTechnology plc
Registered Office:
Nidderdale House
Beckwith Knowle
Otley Road
Harrogate
HG3 1SA
Notes:
1A member of the Company (a
‘Shareholder’) entitled to attend and
vote at the AGM may appoint one or
more proxy (or proxies) to attend
(and on a poll) vote in his stead. Any
person (whether a Shareholder or
not) may be appointed to act as a
proxy.
2 If a proxy is appointed for use at
the AGM, the form of proxy as
issued by the Board must be used.
This form of proxy is enclosed
herewith reply-paid. All forms of
proxy, together with the power of
attorney or other authority (if any)
under which it is executed, or a
notarially certified copy of such
power or authority, must be
deposited at the Company’s
registrars at the following address
at least 48 hours before the time
for holding the AGM (i.e., by no
later than 11.a.m. on 4 August
2003) or any adjournment thereof:
Capita Registrars, The Registry,
34 Beckenham Road, Beckenham, 
Kent, BR3 4TU. 
3 Completion and return of a form of
proxy will not preclude a
Shareholder from attending and
voting at the AGM in person in
respect of which the proxy is
appointed (or at any adjournment of
the AGM) if such Shareholder
subsequently decides to do so.
4 The Company, pursuant to
Regulation 41 of the Uncertificated
Securities Regulations 2001 (2001
S.I. No. 3755), specifies that only
those Shareholders registered on the
register of members of the Company
at 11 a.m. on 4 August 2003 (or, if
the AGM is adjourned, in the register
of members of the Company 48
hours before the time of any
adjourned AGM) shall be entitled to
attend and vote at the AGM in
respect of the number of shares in
the Company registered in the name
of such Shareholders at that time.
Changes to entries on the register of
members after that time shall be
disregarded in determining the rights
of any person to attend or vote at
the AGM.
5 Pursuant to sections 324 and 325
and paragraph 29, Part IV, Schedule
13 to the Act, the register of
Directors' interests in the Company
and a copy of the service
agreements between the Company
and its Directors will be available to
the public for inspection at the
registered office of the Company
during usual business hours on any
weekday (Saturdays, Sundays and
public holidays excluded) from the
date of this Notice to the time and
date of the AGM (including any
adjornment thereof) and also on the
date and at the place of the AGM
from 15 minutes before the AGM to
its conclusion.
6 Pursuant to rule 18 of the AIM rules
this Notice and the annual audited
accounts will be available for
inspection, free of charge, at the
registered office of the Company
during usual business hours on any
weekday (Saturdays, Sundays and
public holidays excluded) for a
period of one month from the date
of this Notice. 
7 Biographical details of the Directors
who are proposed for reappointment
at the AGM are set out on pages 14
to 15 of the Annual Report and
Accounts of the Company for the
year 31 March 2003.
Notice of Annual General Meeting continued For use by holders of ordinary shares of 1p each in the Company (the ‘Shareholders’) at the annual general meeting of the Company to be held at the Company’s
registered office at Nidderdale House, Otley Road, Beckwith Knowle, Harrogate, HG3 1SA at 11am on Wednesday, 6 August 2003 (the ‘AGM’). Please read the
Notice of AGM and the notes to this Proxy Form.
I/We*, (please insert the name of the Shareholder(s)* in full in BLOCK CAPITALS)
of
(please insert the full postal address of the Shareholder(s)* in full in BLOCK CAPITALS)
being Shareholder(s)* entitled to attend and vote at meetings of Shareholders, hereby appoint the Chairman of the AGM
†
as my/our* proxy to attend and, on a poll, to vote for me/us* on my/our* behalf at the AGM, and at any adjournment thereof.
† If it is desired to appoint some other person to be your proxy: (i) delete ‘the Chairman of the AGM’; (ii) initial the alteration; and (iii) insert the full name, title and address of the
person you wish to appoint as your proxy IN BLOCK CAPITALS.
* Delete as appropriate
Please indicate with an ‘X’ in the appropriate space how you wish your proxy to vote on the resolutions set out in the Notice or whether you wish the vote to
be withheld. (See note 6).
For Against Vote Withheld
1. Receipt and adoption of Directors’ report and financial statements and auditors report.
2. Re-appointment of Mr Steve Pearce.
3. Re-appointment of Mr John Swingewood.
4. Re-appointment of Mr Bryn Sage.
5. Ordinary Resolution – That the Directors are authorised to allot relevant securities.
6. Special Resolution – That statutory pre-emption provisions are disapplied 
and the Directors are authorised to allot relevant securities for cash.
7. Ordinary Resolution – That PricewaterhouseCoopers LLP be reappointed auditors
of the Company, (having previously been appointed by the Board to fill the casual vacancy
arising by reason of the resignation of PricewaterhouseCoopers), 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.
Dated 2003
Signature (see note 4 below)     For and on behalf of the above named Shareholder(s)
Notes
47
Form of proxy for InTechnology plc
1 Who can be a proxy? 
Any person (whether a Shareholder or not) may be appointed to act as a proxy.
2 Joint Shareholders 
In the case of joint Shareholders the vote of the senior who tenders a vote whether in
person or by proxy will be accepted to the exclusion of the votes of the other joint
Shareholders. For this purpose seniority is determined by the order in which the names stand
in the register of members of the Company in respect of the joint holding.
3 Corporate Shareholders
To be valid a Shareholder that is a corporation this proxy form must be executed under that
corporate Shareholder’s common seal or be signed on its behalf by an attorney or officer
duly authorised.
4 What is required for the proxy to be effective
To be effective, this proxy form must be:
(a) duly executed;
(b) deposited at the Company’s registrars at the following address: Capita Registrars, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 48 hours before
the time for holding the AGM (i.e. by no later than 11 a.m. on 4 August 2003) or any
adjournment thereof; and
(c) deposited together, if appropriate, with the power of attorney or other authority (if any)
under which it is executed or a notarially certified copy of such power or, where the form
has been signed by an officer on behalf of a corporation, a notarially certified copy of the
authority under which it is signed.
5 Alterations 
Any alterations made in or to this proxy form should be initialled by the relevant
Shareholder(s).
6 Proxy’s discretion 
In the absence of any directions your proxy may vote or abstain as the proxy thinks fit. On
any motion to amend the resolution, to propose a new resolution, to adjourn the AGM, or
on any other motion put to the AGM, the proxy will act at his/her/their discretion. Please
note that if the ‘Vote Withheld’ box is marked with an ‘X’, the Shareholder will not be
counted in the calculation of votes ‘For’ and ‘Against’ and the Shareholder will not be taken
to have given his/her/their discretion to the proxy on how to vote.
7 Multiple proxies 
A Shareholder may appoint more than one proxy to attend. When two or more valid but
differing instruments of proxy are delivered in respect of the same share for use at the same
meeting and in respect of the same matter, the one which is last validly delivered (regardless
of the date of its execution) shall be treated as replacing and revoking the other or others
as regards that share. If the Company is unable to determine which instrument was last
validly delivered, none of them shall be treated as valid in respect of that share.
8 Shareholder attendance at the AGM 
The completion and return of this proxy form will not prevent you from attending in person
and voting at the AGM or at any adjournment thereof should you subsequently decide to
do so.  
9 Record date 
As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those
members of the Company registered in the register of members of the Company 48 hours
before the time set for the AGM (i.e. 11 a.m. on 4 August 2003) shall be entitled to attend
and vote at the AGM in respect of the number of shares registered in their name at that
time (or if the AGM is adjourned 48 hours before such adjourned AGM). Changes to entries
on the relevant register of members of the Company after that time shall be disregarded in
determining the rights of any person to attend or vote at the AGM.
10 Register of Directors' interests and Director’s service agreements 
Pursuant to sections 324 and 325 and paragraph 29, Part IV, Schedule 13 to the Act, the
register of Directors' interests in the Company and a copy of the service agreements
between the Company and its Directors will be available to the public for inspection at the
registered office of the Company during usual business hours on any weekday (Saturdays,
Sundays and public holidays excluded) from the date of this Notice to the time and date of
the AGM (including any adjornment thereof) and also on the date and at the place of the
AGM from 15 minutes before the AGM to its conclusion.
11 Inspection of Shareholder documents
Pursuant to rule 18 of the AIM rules this Notice and the annual audited accounts will be
available for inspection, free of charge, at the registered office of the Company during usual
business hours on any weekday (Saturdays, Sundays and public holidays excluded) for a
period of one month from the date of the Notice. 
12 Definitions
Unless otherwise defined herein, capitalised terms shall have the meaning ascribed to such
terms in the notice of annual general meeting sent to Shareholders and enclosed with this
document.
(Incorporated and registered in England and Wales under number 03916586) (the ‘Company’) BUSINESS REPLY SERVICE
License No. MB122
1 1
Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent
BR3 4BR
Second Fold
Third Fold and Tuck in
First Fold
✂ 49
Corporate information
For the year ended 31 March 2003
Board of Directors:
The Rt. Hon. Lord Parkinson Non-Executive President
Joe McNally Non-Executive Director
Charles Scott Non-Executive Director
Peter Wilkinson Executive Chairman
Charles Cameron Chief Executive Officer
Richard James Director and Company Secretary
Andrew Kaberry Finance Director
Steve Pearce Chief Operating Officer and Business Development Director
Bryn Sage Sales Director
John Swingewood Chief Technical Officer
Registered office & headquarters:
InTechnology plc
Nidderdale House
Beckwith Knowle
Harrogate HG3 1SA
Tel +44 (0)1423 850000
Fax +44 (0)1423 858855
Company registration number:
3916586
Internet address:
www.intechnology.co.uk
Registrar and transfer office:
Capita IRG plc
Bourne House
34 Beckenham Road
Beckenham
Kent BR3 4TU
Principal offices:
Northern Data Centre
InTechnology plc
Central House
Beckwith Knowle
Harrogate HG3 1UG
Southern Data Centre
InTechnology plc
260-266 Goswell Road
Islington
London EC1V 7EB
London Office
InTechnology plc
1 Threadneedle Street
London EC2R 8BE
Principal bankers:
Barclays Bank plc
Parliament Street
York YO1 1XD
Financial advisers and brokers:
Dresdner Kleinwort 
Wasserstein Limited
PO Box 560
20 Fenchurch Street
London EC2P 3DB
Brokers:
West LB Panmure Limited
Woolgate Exchange
25 Basinghall Street
London EC2V 5HA
Independent auditors:
PricewaterhouseCoopers LLP
Benson House
33 Wellington Street
Leeds LS1 4JP
Solicitors:
Norton Rose
Kempson House
Camomile Street
London EC3A 7AN