Annual report  and financial statements 2007
InTechnology     Annual report and financial statements 2007
www.intechnology.com  InTechnology plc Annual Report and Financial Statements 2007
Contents
Highligh ts	 01
Chairman ’ s	 in tr oduc tion	 02
Chief	 E x ecutiv e	 O f fic er’ s	 r epor t 	 04
F inancial	 r e vie w	 09
Manag emen t 	 team	 12
Dir ec t ors’ 	 r epor t 	 14
C orpor a te	 g o v ernanc e	 17
R emuner a tion	 r epor t 	 20
Independen t 	 audit ors’ 	 r epor t 	 25
C onsolida ted	 pr o fit 	 and	 loss	 ac c oun t 	 27
Sta temen t 	 o f	 Gr oup	 t otal	 r ec ognised	 g ains	 and	 losses	 28
Note	 o f	 Gr oup	 hist orical	 c ost 	 losses	 28
R ec oncilia tion	 o f	 mo v emen ts	 in	 Gr oup	 shar eholders’ 	 funds	 	 29
Balanc e	 sheets	 	 30
C onsolida ted	 cash	 flo w	 sta temen t 	 	 31
Ac c oun ting	 policies	 	 32
Notes	 t o	 the	 financial	 sta temen ts	 	 36
Notic e	 o f	 Annual	 Gener al	 Meeting	 62
F orm	 o f	 pr o xy	 f or	 InT echnolog y	 plc	 68
C orpor a te	 inf orma tion	 70 InTechnology plc Annual Report and Financial Statements 2007
01
Highlights for the year ended 31 March 2007
•	 F ocus	on	high	mar gin	
Manag ed	Ser vices	business; 	
•	 Str a teg y	 to	e xit 	Distribution	
businesses	c ompleted	
thr ough	 the	disposal	o f	U K	
Distribution	in	December	
2006	f or	£41m;
•	 Str a tegic	£4m	in v estmen t 	f or	
43%	stak e	in	Mobile	 T ornado	
Gr oup	plc	in	Oc tober	2006	
enabled	en tr y	in to	mobile	
“P ush	 T o	 T alk” 	mark et;
•	 Str engthening	o f	new	
str a tegic	f ocus	 thr ough	
acquisition	o f		EE scape	
Holdings	L td	f or	£3m	in	
Januar y	2007.
•	 T urno v er	r educed	 to	£186.0m	
(2006: 	£284.7m)	due	 to	
disposal	o f	distribution	
businesses;
•	 Manag ed	Ser vices	 turno v er	
incr eased	 to	£33.0m	
(2006: 	£25.3m);
•	 Gr oup	oper a ting	pr o fit 	bef or e	
amor tisa tion	o f	g oodwill	and	
e x ceptional	items	£4.5m		
(2006: 	£3.7m);
•	 Oper a ting	pr o fit 	af ter	
e x ceptional	c osts	o f	£0.5m	
(2006: 	£6.5m	loss );
•	 L oss	af ter	 tax	o f	£15.9m	
(2006: 	£11.8m), 	distribution	
oper a tions	ac c oun ted	f or	
£11.8m	(2006: 	£8.7m)	o f	 the	
Gr oup	loss;
•	 Net 	cash	o f	£10.3m	f ollowing	
distribution	sale	(2006: 	£19.5m	
net 	debt);
•	 Net 	 tangible	assets	o f	£25.6m	
(2006: 	£14.0m).
Oper a tional	Highligh ts
Transformational year
F inancial	Highligh ts
Group performance
In tellig en t Business Str a tegies InTechnology plc Annual Report and Financial Statements 2007
02
	•	 In	Januar y	2007, 	 the	whole	
issued	capital	o f		EE scape	
Holdings	L td, 	and	its	 tr ading	
subsidiar y	E v o x us	L td, 	w as	
acquir ed. 	 This	enables	y our	
c ompan y	 to	o f f er	a	full	r ang e	
o f	 telephon y	ser vices	 to	
businesses	as	w ell	as	selling	
V oI P	 technologies.
Chairman’s introduction
The	past 	y ear	has	seen	 the	
tr ansf orma tion	o f	InT echnolog y	
fr om	a	distribution	domina ted	
business	 to	a	specialist 	in	da ta	
and	v oice	Manag ed	Ser vices. 	I	
am	pleased	 tha t 	 the	C ompan y	
has	ended	 the	y ear	with	a	
str engthened	balance	sheet, 	with	
net 	cash	o f	£10.3m	(2006: 	£19.5m	
net 	debt), 	and	is	now	in	a	str ong	
position	f or	sustained	gr ow th	and	
pr o fitability	in	 the	futur e .
The	pr essur e	on	 the	mar gins	on	
our	Distribution	division, 	 to	which	
I	r ef err ed	 to	last 	y ear , 	c on tinued	
unaba ted	during	 the	early	par t 	
o f	 the	y ear . 	Oper a ting	c osts	had	
been	r educed	 to	help	alle via te	
the	situa tion	and	pr o fitability	
r estor ed. 	Ne v er theless , 	when	
w e	w er e	appr oached	inf ormally	
during	 the	summer	o f	2006 
b y	c ompanies	in ter ested	in	
acquiring	our	Distribution	
business , 	 the	Dir ec tors	 took	 the	
view	 tha t 	a	sale	w ould	be	in	 the	
best 	in ter est 	o f	 the	C ompan y	
and	its	shar eholders. 	A	sale	w as	
neg otia ted	and	c ompleted	during	
December	f or	a	c onsider a tion	o f	
£41	million	cash.
Ther ef or e, 	as	a	r esult 	o f	 the	
disposal	o f	 the	Distribution	
division, 	y our	C ompan y	is	now	
pur ely	a	Manag ed	Ser vices	
business	and	I	am	pleased	
tha t 	 the	futur e	suc cess	o f	
InT echnolog y	now	r ests	solely	
on	 the	e xpanding	and	pr o fitable	
Manag ed	Ser vices	business. 	
T o	e xpand	 these	manag ed	
ser vices , 	during	 the	sec ond	
half	o f	 the	y ear , 	 tw o	impor tan t 	
in v estmen ts	w er e	made:
	
•	 In	Oc tober	2006, 	a	43	per	cen t 	
in v estmen t 	w as	made	in	Mobile	
T ornado	Gr oup	plc, 	c osting	
£4m. 	 This	 tak es	our	Gr oup	in to	
mobile	 telephon y ; 	a	pr omising	
high	gr ow th	mark et 	f or	its	
Manag ed	Ser vices.
In tellig en t Business Str a tegies InTechnology plc Annual Report and Financial Statements 2007
03
Chairman’s introduction continued
Our	Gr oup	 turno v er	r educed	
fr om	£284.7m	 to	£186.0m, 	but 	
much	o f	both	figur es	arise	fr om	
disc on tinued	oper a tions. 	Our	
Manag ed	Ser vices	r e v enues	
incr eased	 to	£33.0m	fr om	£25.3m.
Gr oup 	 oper a ting 	 pr o fit	 bef or e	
amor tisa tion 	 o f 	 g oodwill 	 and	
e x ceptional 	 items 	 w as 	 £4.5 m	
(2006: 	£3.7 m ) . 	 T h e 	 M a n a g e d	
S e rv i c e s 	 b u s i n e s s 	 c o n t r i b u t e d	
£1.5 m 	 o f 	this 	 (2006: 	£1.7 m ) . 	 T h i s	
s m a l l 	 r e d u ct i o n 	 w a s 	 a f f e ct e d 	 b y	
cer tain 	 one-o f f 	 c osts. 	 E x ceptional	
c osts 	 w er e 	 £nil 	 (2006: 	£5.5 m). 	 The	
loss 	 on 	the 	 sale 	 o f 	 Distribution	
businesses 	 w as 	 £6.1 m 	 (2006: 	
£3.7 m ) . 	 T h e 	 o p e r a t i n g 	 p r o fi t 	 f o r 	 t h e	
G r o u p 	 a f t e r 	 e x c e p t i o n a l 	 c o s t s 	 w a s	
£0.5 m 	 (2006: 	£6.5 m 	 loss ).
Our	objec tiv e	f or	 the	c oming	y ear	
is	clear . 	It 	is	 to	c on tinue	gr ow th	in	
our	Manag ed	Ser vices	businesses. 	
Manag emen t 	f ocus	is	en tir ely	
on	e xpanding	 the	da ta	and	v oice	
ser vices	fr om	which	 the	c ompan y	
has	alr eady	demonstr a ted	its	
ability	 to	earn	higher	mar gins	
fr om	its	r ecurring	r e v enues.
I 	 w o u l d 	 l i k e 	 t o 	 t h a n k 	 t h e 	 s t a f f	
w h o s e 	 l o y a l t y , 	 e n e r g y 	 a n d	
pr o f essional 	 skills 	 ha v e 	 k ept	 pace	
with 	the 	 man y 	 de v elopmen ts 	 in	
the 	 C ompan y 	 in 	the 	 past 	 y ear 	 and	
also 	 our 	 par tners 	 in 	 all 	 ar eas 	 o f 	the	
business.
I	look	f or w ar d	 to	an	e x citing	and	
suc cessful	y ear	ahead.
L or d	P arkinson
Chairman
29	June 2007 InTechnology plc Annual Report and Financial Statements 2007
04
Chief Executive Officer’s report
Ov er view	
This	financial	y ear	has	been	one	
o f	gr ea t 	chang e	a t 	InT echnolog y	
and	w e	ended	 the	y ear	solely	as	
a	Manag ed	Ser vices	business	f or	
Da ta	and	 V oice . 	 W e	c ompletely	
e xited	 the	Distribution	sec tor	and	
made	a	k e y	str a tegic	in v estmen t 	
and	an	acquisition, 	both	o f	which	
str engthen	our	Manag ed	 V oice	
Ser vices	(“ M V S”)	business. 	 The	
cash	pr oceeds	fr om	 the	sale	
o f	all	Distribution	businesses	
str engthened	our	balance	sheet 	
and	r esulted	in	 the	C ompan y	
ha ving	net 	cash	o f	£10.3m	instead	
o f	 net 	 debt 	 as	 in	 the	 pr e vious	 y ear .
The	manag emen t 	 team ’ s	k e y	
f ocus	is	 to	gr ow	r e v enues	and	
incr ease	oper a ting	mar gins.
T r ading	and	oper a ting	
per f ormance
•	 F r om	 the	c on tinuing	oper a tions	
o f	 the	Manag ed	Ser vices	
business:
•	 T urno v er	incr eased	30	per	
cen t 	 to	£33.0m	fr om	£25.3m. 	
T urno v er	fr om	 the	acquisition	
ac c oun ted	f or	£3.8m	(12	w eek s ).
•	 E arnings	bef or e	in ter est, 	 tax, 	
amor tisa tion	o f	g oodwill	and	
e x ceptional	char g es	w er e	£1.5m	
(2006: 	£1.7m)	and	e x ceptional	
char g es	w er e	£nil	(2006: 	£1.0m).
• F r om	 the	disc on tinued	
oper a tions	o f	Specialist 	
Distribution:
•	 T urno v er	w as	£153.0m	(2006: 	
£259.4m).
•	 E arnings	bef or e	in ter est, 	 tax, 	
amor tisa tion	o f	g oodwill	and	
e x ceptional	 char g es	 w er e	 £3.0m	
(2006: 	£2.0m).
Please	note	 tha t 	 the	2007	r esults	
include	nine	mon ths	 tr ading	 to	
29	December	2006	and	ar e	only	
f or	U K	Specialist 	Distribution. 	
2006	c ompar a tiv es	include	
tw elv e	mon ths	 tr ading	f or	U K	and	
Eur opean	Specialist 	Distribution.
•	 The	sale	o f	U K	Specialist 	
Distribution	caused	a	write	
down	o f	g oodwill	o f	£5.8m	
and	because	g oodwill	is	not 	
an	eligible	c ost 	f or	 tax a tion	
purposes	 ther e	is	a	c orpor a tion	
tax	char g e	o f	£7.0m. 	A	final	
char g e	w as	made	o f	£0.4 m	
(2006: 	£3.7m)	r ela ting	 to	 the	
disposal	o f	 the	c on tinen tal	
Eur opean	subsidiaries	on		
31 Mar ch	2006.
•	 Gr oup 	 oper a ting 	 pr o fit	 w as 	 £0.5 m	
(2006: 	£6.5 m 	 l o s s ) 	 a n d 	 t h e 	 s h a r e	
o f 	 o p e r a t i n g 	 l o s s 	 o f 	 o u r 	 a s s o c i a t e d	
c o m p a n y , 	 M o b i l e 	 T o r n a d o 	 G r o u p	
plc, 	 “ Mobile 	 T ornado” 	 w as 	 £0.8 m	
loss 	 (2006 : 	 £nil).
Security In tegrity T rust InTechnology plc Annual Report and Financial Statements 2007
05
Chief Executive Officer’s report continued
•	 Net 	in ter est 	e xpense	w as	£1.1m	
(2006: 	£2.2m). 	 The	Gr oup	net 	
cash	on	31	Mar ch	2007	w as	
£10.3m	(2006: 	£19.5m	net 	debt)	
which	r eflec ts	 the	r eceipts	fr om	
the	disposal	o f	 the	Distribution	
businesses.
Disposal	o f	Specialist 	
Distribution	divisions
F o l l o w i n g 	 t h e 	 d i s p o s a l 	 o f 	 t h e	
c o n t i n e n t a l 	 E u r o p e a n 	 D i s t r i b u t i o n	
business 	 on 	31 	 Mar ch 	2006 	 w e	
r eceiv ed 	 appr oaches 	 during 	the	
summer 	 mon ths 	to 	 pur chase 	the	
U K 	 Specialist 	 Distribution 	 division. 	
A 	 sale 	 f or 	 a 	 cash 	 c onsider a tion 	 o f	
£41 m 	 w as 	 c oncluded 	 on	 	
29 	 December 	2006 , 	 t h e r e f o r e	
c o m p l e t i n g 	 I n T e c h n o l o g y ’ s	
withdr a w al 	 fr om 	 all 	 Distribution	
activities.
In	man y	o f	m y	r epor ts	o v er	 the	
past 	f ew	y ears	I	ha v e	highligh ted	
tha t 	Distribution	w as	a	dif ficult 	
business	 to	main tain, 	ne v er	
mind	 to	gr ow . 	 Ther e	has	been	
r elen tless	pr essur e	fr om	 V endors	
leading	 to	mar gin	er osion, 	and	
a	r ec ognised	 tr end	 tow ar ds	
c onsolida tion	in	 the	distribution	
sec tor	and	in	our	customer	base . 	
These	f ac tors	lef t 	me	c on vinced	
tha t 	it 	w as	 the	righ t 	 time	 to	e xit 	
fr om	 this	business. 	 The	sale	 to	
a	Eur opean	subsidiar y	o f	Arr ow	
Elec tr onics	Inc ., 	a	US A	distributor , 	
w as	ef ficien tly	 tr ansac ted	and	
c ompletion	ac c oun ts	ha v e	now	
been	agr eed.
All	our	o f fices	in	c on tinen tal	
Eur ope	w er e	either	 tr ansf err ed	 to	
the	pur chaser	or	sub -let . 	In	 the	
U K, 	 the	pur chaser	ac cepted	 the	
lease	liabilities	o f	 the	o f fices	in	
Theale	and	 Thr eadneedle	Str eet, 	
L ondon. 	 The	la tter	w as	also	
used	b y	our	Manag ed	Ser vices	
staf f	so	w e	ha v e	leased	an	o f fice	
suite	a t 	17	St 	Helen ’ s	Place, 	o f f	
Bishopsg a te	in	 the	City	o f	L ondon. 	
The	pur chaser	also	en ter ed	in to	
a	lease	o f	our	Harr og a te	fr eehold	
land	and	buildings , 	and	w e	ar e	
c oncluding	sale	neg otia tions	o f	
this	fr eehold	which	will	enhance	
our	net 	cash	position	when	 the	
c on tr ac t 	is	c ompleted.
Acquisition	and	in v estmen t
Mobile	 T ornado	Gr oup	plc
On	23	Oc tober	2006, 	w e	in v ested	
£4m	cash	in	Mobile	 T ornado , 	
listed	on	AIM, 	giving	InT echnolog y	
a	43	per	cen t 	holding . 	Pr eda ting	
this	in v estmen t 	both	m y self	
and	Richar d	James , 	Dir ec tor	
o f	L eg al	A f f airs	and	C ompan y	
Secr etar y , 	 tog ether	held	a	fur ther	
16	per	cen t 	as	priv a te	in v estors. 	I	
became	non- e x ecutiv e	Chairman	
o f	Mobile	 T ornado	and	Richar d	
James	became	a	Dir ec tor .
Mobile	 T ornado	owns	in tellec tual	
pr oper ty	(“I P ”)	in	an	e x citing	par t 	
o f	 the	mobile	and	 telc o	sec tor . 	
Its	 technolog y	is	de v eloped	
in	Isr ael	and	its	sales	and	
mark eting	ac tivities	ar e	global. 	
The	 technolog y	is	in	 the	P ush	 T o	
T alk	(“P TT ”)	mark et, 	and	subsets	
f or	P TT	include	P ush	 T o	 V ideo , 	
Instan t 	Messaging , 	P ush	 to	Mail, 	
and	Mobile	 T ornado	is	curr en tly	
de v eloping	applica tions	with	
major	infr astruc tur e	pr o viders	
f or	 the	new	emer ging	In ternet 	
pr otoc ol	Multimedia	Subs y stem	 InTechnology plc Annual Report and Financial Statements 2007
06
(“IM S”)	pla tf orm. 	Our	£4m	cash	
in v estmen t 	enables	Mobile	
T ornado	 to	fur ther	de v elop	its	I P	
and	secur e	sales	c on tr ac ts.
P TT 	 is 	 of 	 par ticular 	 in ter est 	
t o 	 I n T e c h n o l o g y . 	 S i n c e 	 t h e	
in v estmen t 	 w e 	 ha v e 	 spen t 	
c onsider able 	 time 	 and 	 ef f or t 	
in 	 de v eloping 	 a 	 P TT 	 manag ed 	
s e r v i c e 	 b e c a u s e 	 M o b i l e 	 T o r n a d o	
h a d 	 d e s i g n e d 	 i t 	 p r i m a r i l y 	 f o r 	 a n	
oper a tor . 	 W e 	 plan 	 to 	 launch 	 in 	 the	
U K 	 o u r 	 P T T 	 m a n a g e d 	 s e r v i c e 	 i n	
July 	 and 	 alr eady 	 ha v e 	 c onsider able	
in ter est 	 fr om 	 a 	 number 	 of 	 lar g e 	
v olume 	 clien ts. 	 A gr eemen t 	
has 	 been 	 r eached 	 with 	 Mobile	
T ornado 	 f or 	 them 	 to 	 use 	 the	
InT echnolog y 	 P TT 	 infr astruc tur e 	
f or 	 their 	 other 	 manag ed 	 ser vice 	
customers 	 thr oughout 	 Eur ope 	 f or	
a 	 fi x e d 	 c o s t 	 p e r 	 u s e r 	 p e r 	 m o n t h	
licence 	 f ee .
E v o x us	Limited	(“E v o x us”)
In 	 last	 y ear’ s 	 Annual 	 R epor t, 	 w e	
a n n o u n c e d 	 t h e 	 c r e a t i o n 	 o f 	 a 	 n e w	
sales 	 division 	to 	 str engthen 	 our	
p o s i t i o n 	 i n 	 t h e 	 r a p i d l y 	 e x p a n d i n g	
I P 	 V oice 	 mark et . 	 In 	 or der 	to	
f u r t h e r 	 s t r e n g t h e n 	 o u r 	 p o s i t i o n	
in 	the 	 c on v er ging 	 v oice 	 and 	 da ta	
mark et	 w e 	 acquir ed 	 f or 	 £3 m 	 c a s h	
t h e 	 w h o l e 	 i s s u e d 	 s h a r e 	 c a p i t a l	
o f 		 EE scape 	 Holdings 	 L td 	 and	
i t s 	 t r a d i n g 	 s u b s i d i a r y 	 E v o x u s . 	 I n	
a d d i t i o n 	 w e 	 r e p a i d 	 s h a r e h o l d e r	
and 	 other 	 debt	 o f 	 £3.6 m. 	 The 	total	
cash 	 in v estmen t	 w as 	 £6.6 m 	 a n d	
w e 	took 	 on 	 w orking 	 capital 	 debt 	
o f 	 £1.5 m.
E v o x us	has	r ecurring	 thir d	par ty	
r e v enues	o f	appr o xima tely	£15m	
per	annum	deriv ed	primarily	
fr om	 the	sale	and	manag emen t 	
o f	phone	minutes. 	It 	has	an	
established	infr astruc tur e	in	
place	 to	manag e	lar g e	v olumes	o f	
phone	 calls	 and	 this	 c omplemen ts	
our	new	I P	 V oice	pr oduc t .
Since	 the	acquisition	w e	ha v e	
suc cessfully	in tegr a ted	 the	
E v o x us	business	with	our	own	
Manag ed	 V oice	Ser vices	sales	
division	and	ar e	gr owing	its	r ang e	
o f	v oice	ser vices	including	 the	P TT	
manag ed	ser vice . 	 The	enlar g ed	
Manag ed	 V oice	Ser vices	business	
has	alr eady	achie v ed	suc cess	in	
cr oss	selling	its	pr oduc ts	 to	our	
da ta	ser vices	customers.
Manag ed	Ser vices	(“ M S”)
M S 	 r e v enues 	 incr eased 	 b y 30 	 per	
cen t	to 	 £33.0 m. 	 R e v enues 	 fr om	
the 	 acquisition 	 o f 	 E v o x us 	 w er e	
£3.8 m. 	 Oper a ting 	 pr o fit	 bef or e	
amor tisa tion 	 o f 	 g oodwill 	 and	
e x ceptional 	 char g es 	 w as 	 £1.5 m	
(2006: 	£1.7 m ) 	 a n d 	 t h i s 	 r e d u c t i o n 	 w a s	
caused 	 b y 	 thr ee 	 one-o f f 	 f ac tors:
•	 Ther e	is	an	eigh teen	mon th	
pr ogr amme	finishing	in	
September 2007	 to	migr a te	our	
VB AK	customers	on to	a	new	
technolog y	pla tf orm. 	 The	c ost 	
o f	 this	last 	y ear	w as	£0.5m.
•	 T h e 	 o p e r a t i n g 	 c o s t s 	 o f 	 t h e 	 n e w	
M a n a g e d 	 V o i c e 	 S e r v i c e s 	 s a l e s	
a n d 	 s u p p o r t 	 t e a m s 	 c r e a t e d 	 i n	
Ma y 	2006 	 w er e 	 £1.0 m . 	 C u s t o m e r	
c on tr acts 	 w er e 	 w on 	 but 	
r ec ognised 	 r e v enues 	 will	 	
only 	 be 	 achie v ed 	 in 	the 	 new	
financial 	 y ear . InTechnology plc Annual Report and Financial Statements 2007
07
Chief Executive Officer’s report continued
•	 C er tain	g ener al	and	
administr a tiv e	c osts	ha v e	
been	alloca ted	betw een	M S	
and	 the	Distribution	division. 	
F ollowing	 the	sale	o f	U K	
Distribution	on 29	December	
2006	 the	oper a ting	c osts	o f	
the	r emaining	M S	division	
incr eased	b y	£0.3m.
Our	r ecurring	annualised	
r e v enues	a t 	31	Mar ch	2007	w er e	
£48.3m	(2006: 	£28.5m)	o f	which	
the	E v o x us	 thir d	par ty	r e v enues	
w er e	£15.0m. 	Our	churn	o f	
c on tr ac ts	not 	r enew ed	or	lost 	f or	
financial	r easons	w as	r educed	 to	
6.6	per	cen t 	(2006: 	9.7 per	cen t).
In	last 	y ear’ s	r epor t 	I	men tioned	
the	r eor g anisa tion	 tha t 	w as	
under w a y	in	 the	M S	division:
• 	 T h e 	 c o n s o l i d a t i o n 	 o f 	 t h e	
Harr og a te 	 o f fices 	 fr om 	thr ee	
separ a te 	 buildings 	 in to 	 one	
dedica ted 	 M S 	 f acility 	 adjacen t 	 	
to 	 our 	 northern 	 da ta 	 cen tr e . 	 	
T h i s 	 w a s 	 s u c c e s s f u l l y 	 c o m p l e t e d	
on 	time .
•	 The	r eor g anisa tion	o f	 the	
sales	f or ces	in to	new	business	
and	customer	car e	 teams. 	
This	chang e, 	 tog ether	with	
in v estmen t 	in	new	C RM	and	
ER P	s y stems , 	has	had	gr ea t 	
impac t 	and	assisted	 the	
r educ tion	in	c on tr ac t 	churn. 	
W e	ar e	f ar	closer	 to	our	user	
base	 than	w e	ha v e	e v er	been	
and, 	c onsidering	 tha t 	 this	is	our	
k e y	asset 	in	an	annuity	str eam	
business , 	I	in tend	 to	mak e	sur e	
it 	sta y s	 this	w a y .
During	 the	y ear	and	with	 the	
sale	o f	 the	Distribution	business	
under w a y	I	carried	out 	a	major	
r e view	o f	 the	M S	business. 	 The	
r esult 	is	as	f ollow s:
•	 InT echnolog y	is	c ompletely	
f ocussed	on	its	M S	business	
without 	 the	c onstan t 	
distr ac tion	and	r esour ce	
demanding	Distribution	
business. 	As	a	r esult, 	w e	now	
mark et 	our	ser vices	dir ec t 	
to	 the	end-user	wher eas	in	
past 	y ears	w e	w er e	pr e v en ted	
b y	 the	per ceiv ed	 thr ea ts	 to	
the	Distribution	business	
and	so	mark eted	e v er y thing	
via	par tners. 	 W e	can	now	
maximise	 the	oppor tunities	
fr om	a	user	base	o f	nearly	5 00	
customers	with	new	pr oduc ts	
and	ser vices.
•	 W e	ar e	now	able	 to	o f f er	
r eplica tion	stor ag e	har dw ar e	
with	associa ted	ser vices	within	
our	Da ta	Ser vices	pr oduc t 	
por tf olio . 	 This	is	another	dir ec t 	
c onsequence	o f	disposing	o f	
U K	Distribution.
•	 R ec ognising	 the	c on tinuing	
c on v er g ence	o f	da ta	and	
v oice	our	new	Manag ed	 V oice	
Ser vices	division	r equir ed	
mor e	str ength	and	depth. 	
The	acquisition	o f	E v o x us	and	
manag ed	ser vices	oppor tunity	
fr om	 the	in v estmen t 	in	
Mobile	 T ornado	now	enables	
InT echnolog y	 to	o f f er	v er y	
c ompelling	ser vices	o f f erings	
to	 the	mark et . InTechnology plc Annual Report and Financial Statements 2007
08
	 Our	cen tr e	o f	e xper tise	f or	da ta	
is	our	Harr og a te	head	o f fice	
and	 tha t 	o f	v oice	in	R eading , 	
the	o f fices	o f	E v o x us. 	 The	new	
L ondon	o f fice	suppor ts	both.
•	 T o	enable	an	incr ease	in	
oper a ting	mar gins	w e	must 	
not 	only	win	and	secur e	
new	business , 	but 	incr ease	
pr oduc tivity . 	 T o	do	 the	la tter	
w e	ha v e	embark ed	on	an	
ambitious	in v estmen t 	pr ojec t 	
to	r e view	and	 then	automa te	
all	business	pr ocesses. 	One	
tar g et 	will	be	 to	limit 	 the	
gr ow th	r a te	in	staf f	numbers , 	
curr en tly	183, 	 to	w ell	below		
the	per cen tag e	incr eases		
in	r e v enues.
•	 W e	will	cr ea te	a	new	
pr o f essional	ser vices	division	
to	maximise	c onsultancy	
oppor tunities	in	our	user	base	
and	will	c on tinue	 to	in v est 	in	
customer	suppor t, 	pr o visioning	
and	ser vice	deliv er y .
Boar d
Ste v e	P ear ce	r esigned	on	
29	December	2006	f ollowing	 the	
disposal	o f	our	U K	Distribution	
division	 to	bec ome	its	Managing	
Dir ec tor . 	Ste v e	had	been	with	
us	since	1995	and	held	senior	
manag emen t 	r oles	in	Manag ed	
Ser vices	and	la tterly	U K	
Distribution. 	 W e	shall	miss	 the	
en thusiasm	and	c ommitmen t 	
tha t 	he	br ough t 	 to	 the	business	
and	wish	him	w ell	f or	 the	futur e .
Mark	L ow er	joined	 the	Boar d	on	
23	Ma y	2006, 	but 	r esigned	on	
5	Januar y	2007	in	or der	 to	pursue	
other	in ter ests.
Debt
Our	net 	cash	a t 	31	Mar ch	2007	
stood	a t 	£10.3m	(2006: 	£19.5m	
net 	debt), 	 thank s	lar g ely	 to	
the	disposal	o f	all	Distribution	
businesses.
Net 	cash	will	be	incr eased	b y	 the	
pr oposed	sale	o f	our	fr eehold	
land	and	buildings	and	r eceipt 	
o f	all	final	Distribution	sale	
c onsider a tion, 	less	 the	final	
pa ymen t 	o f	 the	c orpor a tion	
tax	arising	on	 the	sale	o f	U K	
Distribution	net 	assets.
Outlook
W e	star t 	 the	new	y ear	in	g ood	
shape	with	new	pr oduc ts	 to	be	
launched	during	 this	y ear	in	both	
Da ta	and	 V oice	divisions. 	 The	
balance	sheet 	is	str engthened	
and	 the	E v o x us	acquisition	
has	incr eased	our	r ecurring	
annualised	r e v enues	 to	£48.3m	a t 	
the	star t 	o f	 the	y ear .
The	enlar g ed	Manag ed	Ser vices	
business	has	gr ea t 	oppor tunities	
and	it 	is	our	challeng e	 to	achie v e	
these . 	 The	y ear	has	c ommenced	
in	line	with	our	e xpec ta tions	
and	 ther ef or e	 the	Boar d	r emains	
c onfiden t 	o f	 the	outc ome	f or	 this	
new	y ear .
P eter	 W ilkinson
Chief	E x ecutiv e	O f ficer
29	June	2007 InTechnology plc Annual Report and Financial Statements 2007
09
Financial review
T h e 	 t a b l e 	 b e l o w 	 c o m p a r e s 	 t h i s 	 y e a r ’ s 	 r e s u l t s 	 a g a i n s t 	 p r i o r 	 y e a r 	 a n d 	 p r o v i d e s 	 a 	 s u m m a r y 	 o f 	 t h e 	 r e s u l t s 	 b y	
pr o fit	 cen tr e:
 Revenue EBITAE (i) Group operating
   profit/(loss)
 2007	 2006	 2007	 	 2006	 	 2007	 2006
  Restated   Restated   Restated
    Operating  Operating
 £m  £m £m margin (ii) £m margin (ii) £m £m
Continuing operations 33.0 25 .3 1.5 4.5% 1. 7	 6. 7% (0 .9) (1.5)
Discontinued operations (iii) 153.0 259 . 4 3.0 2.0%	 2.0	 0 .8% 1.3 (5 .0)
Group 186.0 284. 7 4.5 2. 4%	 3. 7	 1.3% 0. 4 (6.5)
E x ceptional	c osts
T h e r e 	 w e r e 	 n o 	 e x c e p t i o n a l 	 c o s t s 	 i n	
t h e 	 y e a r 	 i n 	 r e s p e c t 	 o f 	 r e o r g a n i s a t i o n	
ac tivity 	 (2006: 	£5.5 m).
Disposal	o f	all	Distribution	
businesses
The	past 	y ear	has	e xperienced	
the	c omplete	withdr a w al	o f	
InT echnolog y	 fr om	 all	 Distribution	
ac tivities. 	On	29	December	2006	
the	U K	Distribution	division	 tr ade	
and	net 	assets	w er e	sold	f or	£41m	
cash. 	 This	caused	a	write	down	o f	
g oodwill	o f	£5.8m	af ter	agr eeing	
final	c ompletion	ac c oun ts	with	
the	 acquir er . 	 U K	 tax a tion	 la w	 does	
not 	allow	g oodwill	as	an	eligible	
c ost 	when	a	division	is	sold	and	
ther e	is	 ther ef or e	a	c orpor a tion	
tax	char g e	o f	£7.0m	on	its	sale, 	o f	
which	appr o xima tely	60	per	cen t 	
had	been	paid	b y	31	Mar ch	2007.
L a s t 	 y e a r 	 w e 	 r e p o r t e d 	 t h e 	 s a l e	
o f 	 t h e 	 c o n t i n e n t a l 	 E u r o p e a n	
D i s t r i b u t i o n 	 s u b s i d i a r i e s 	 c a u s i n g	
a 	 loss 	 on 	 sale 	 o f 	 £3.7 m. 	 It 	 has 	 been	
necessar y 	to 	 pr o vide 	 a 	 final 	 £0.4 m	
t o 	 t h i s 	 l o s s 	 o n 	 s a l e 	 o f 	 s u b s i d i a r i e s	
lar g ely 	 caused 	 b y 	 dif ficulties 	 in 	
c ollecting 	 cer tain 	tr ade 	 debtors	
and 	 also 	 b y 	 adv erse 	 mo v emen ts 	 in	
e x chang e 	 r a tes 	to 	 sterling .
Acquisitions	and	
in v estmen ts
Mobile	 T ornado	Gr oup	plc
On 	23 	 October 2006 	 w e 	 acquir ed	
f or 	 £4 m 	 cash 	 a 	43 	 p e r 	 c e n t 	 s t a k e 	 i n	
Mobile 	 T ornado 	 Gr oup 	 plc, 	 which 	 is	
also 	 listed 	 on 	the 	 AIM 	 mark et . 	 The	
c ommer cial 	 and 	 str a tegic 	 r easons	
f o r 	 t h i s 	 i n v e s t m e n t 	 a r e 	 r e f e r r e d 	 t o	
in 	the 	 CEO 	 r epor t .
InT echnolog y	ac c oun ts	f or	 this	
as	an	Associa ted	c ompan y	in	
ac c or dance	with	FR S9	and	our	
shar e	o f	 the	losses	f or	 the	period	
fr om	in v estmen t 	 to	our	financial	
y ear	end	w er e	£781,000. 	 The	
Note:
(i) EBITAE comprises earnings before interest, taxation, amortisation of goodwill and exceptional items
(ii) Operating margin is the percentage of EBITAE to Revenue
(iii) Discontinued operations relate to the UK and European Specialist Distribution businesses disposed of on 
 29 December 2006 and	 31	March 2006 respectively.
Security In tegrity T rust InTechnology plc Annual Report and Financial Statements 2007
10
Gr oup	balance	sheet 	in v estmen t 	
in	associa te	o f	£3,301,000	is	 the	
net 	in v estmen t 	less	 the	shar e	
o f	 tr ading	losses	and	g oodwill	
amor tisa tion.
F utur e	 tr ading	r esults	o f	Mobile	
T ornado	Gr oup	ar e	dependen t 	on	
its	ability	 to	r ealise	r e v enues	fr om	
its	in tellec tual	pr oper ty	in	mobile	
telephon y .
EE scape	Holdings	L td
On	9	Januar y	2007	w e	acquir ed	
f or	cash	all	 the	issued	shar e	
capital	o f		EE scape	Holdings	
L td	and	also	r epaid	all	o f	
its	shar eholder	and	cer tain	
other	loans. 	 The	 total	cash	
paid	including	r epa ymen t 	o f	
shar eholders	and	loans	w as	
£6.6m. 	E v o x us	L td, 	 the	major	
tr ading	subsidiar y	o f		EE scape	
Holdings	L td, 	has	bank	and	
financial	lease	borr owings	o f	
appr o xima tely	£1.5m	which	ha v e	
been	r etained.
A g ain, 	 the	C EO	r epor t 	describes	
the	c ommer cial	and	str a tegic	
r easons	f or	 this	acquisition.
E v o x us	L td	has	estima ted	 tax	
losses	o f	appr o xima tely	£17m	
which	can	poten tially	be	utilised	
ag ainst 	futur e	 tr ading	pr o fits	o f	
Manag ed	 V oice	Ser vices.
Manag ed	Ser vices
The	Manag ed	Ser vices	division	
achie v ed	incr eased	r e v enues	
o f	£33.0m	(2006: 	£25.3m), 	o f	
which	£3.8m	w as	fr om	 the	
acquisition	o f	E v o x us , 	and	
EB I T AE	o f	£1.5m	(2006: 	£1.7m). 	
Oper a ting	loss	w as	£0.9m	(2006: 	
£1.5m	loss ). 	In	 the	c oming	y ear	
w e	aim	 to	build	on	 this	and	
ha v e	r eor g anised	 teams	within	
Manag ed	Ser vices	 to	incr ease	
f ocus	on	winning	new	business	
while	c on tinuing	 to	ser vice	our	
str ong	e xisting	customer	base . 	
The	Gr oup	r e v enues	ar e	now	
pr edominan tly	c omprised	fr om	
thr ee	y ear	 term	c on tr ac ts	giving	
f ar	better	f or w ar d	visibility	 than	
the	Distribution	business , 	which	
pr e viously	domina ted	Gr oup	
total	r e v enues. 	In	addition	gr oss	
and	net 	oper a ting	mar gins	in	
Manag ed	Ser vices	ar e	much	
higher	 than	 the	Distribution	
business	and	w e	ha v e	last 	y ear	
alr eady	earned	better	gr oss	
and	net 	oper a ting	mar gins	as	
a	per cen tag e	o f	r e v enues	in	
Manag ed	Ser vices	 than	 the	
sold	Distribution	business. 	Our	
K e y	P er f ormance	Indica tors	ar e	
r e v enue	gr ow th	and	net 	EB I T AE. InTechnology plc Annual Report and Financial Statements 2007
11
Financial review continued
The	Gr oup	carries	high	fix ed	U K	
c osts	c omprising	o f	staf f , 	netw ork, 	
da ta	cen tr es	and	o f fices	c osts , 	
tog ether	with	substan tial	annual	
depr ecia tion	c osts. 	F or	 the	last 	
tw o	financial	y ears	Manag ed	
Ser vices	has	been	pr o fitable	a t 	
EB I T AE. 	Our	gr ow th	plans	ar e	
based	on	c on tr olling	 total	c osts	
and	incr easing	r e v enues	and	
gr oss	 mar gins , 	 thus	 impr o ving	 net 	
oper a ting	mar gins.
Goodwill
W e	c onduc ted	an	impairmen t 	
r e view	o f	 the	carr ying	v alue	
o f	g oodwill	arising	on	 the	
acquisition	o f	 VDa ta	Limited	in	
July	2000	 tog ether	with	EE scape	
Holdings	L td	in	Januar y	2007.
W e	ha v e	c onsider ed	 the	
r ec o v er able	amoun ts	b y	r ef er ence	
to	 the	net 	pr esen t 	v alue	o f	
estima ted	curr en t 	and	futur e	
cash	flow s	o f	 the	r ele v an t 	inc ome	
g ener a ting	units. 	 The	v alue	in	use	
has	been	deriv ed	fr om	disc oun ted	
cash	flow	pr ojec tions	 tha t 	c o v er	
the	5 y ears	fr om	1	April	2007. 	A f ter	
this	5-y ear	period, 	 the	pr ojec tions	
use	a	long-term	gr ow th	r a te .
Our	c onfidence	in	 the	long-
term	suc cess	o f	our	Manag ed	
Ser vices	business	indica tes	 tha t 	
no	impairmen t 	write	down	is	
necessar y	 this	y ear .
C ash	flow	and	liquidity
The	Gr oup	achie v ed	a	net 	cash	
inflow	fr om	oper a ting	ac tivities	
o f	£12.4m	(2006: 	£10.7m). 	C ash	a t 	
bank	and	in	hand	a t 	 the	y ear - end	
w as	£12.8m	(2006: 	£12.7m)	and	
net 	funds	w er e	£10.3m	(2006: 	
£19.5m	net 	debt). 	 This	chang e	
fr om	net 	debt 	 to	net 	cash	w as	
lar g ely	a ttributed	 to	 the	sale	
pr oceeds	o f	 the	Distribution	
businesses	during	 the	y ear . 	 The	
pr oposed	sale	o f	our	fr eehold	land	
and	buildings	in	Harr og a te	will	
impr o v e	net 	cash	during	 the	first 	
half	o f	 the	new	financial	y ear .
T ax a tion
In	addition	 to	 the	 tax	char g e	o f	
£7.0m	arising	on	 the	sale	o f	 the	
U K	Distribution	assets , 	 ther e	is	
also	a	 tax	char g e	o f	£1.3m	(2006: 	
£0.5m	cr edit)	on	 the	loss	on	
or dinar y	ac tivities	bef or e	 tax a tion	
o f	£7.6m	(2006: 	£12.4m)	which	is	
higher	 than	 the	U K	r a te	o f	30%	
because	o f	non- deduc tible	c osts; 	
primarily	g oodwill	amor tisa tion	
and	loss	on	sale	o f	assets	and	
subsidiar y	under takings. 	 This	w as	
o f f set 	in	par t 	b y	 the	utilisa tion	o f	
tax	losses	arising	in	prior	y ears	in	
r espec t 	o f	 the	Manag ed	Ser vices	
division. 	A	full	r ec oncilia tion	o f	
the	 tax	char g e	is	pr o vided	in	note	
6	 to	 the	financial	sta temen ts.
F inancial	instrumen ts
The	Gr oup’ s	policy	is	 tha t 	no	
tr ading	in	financial	instrumen ts	
is	under tak en. 	 The	Gr oup’ s	
financial	instrumen ts	c omprise	
borr owings , 	cash	and	liquid	
r esour ces	and	v arious	items	 tha t 	
arise	dir ec tly	fr om	its	oper a tions. 	
The	main	risk s	arising	fr om	 these	
ar e	in ter est 	r a te	risk	and	liquidity	
risk. 	F ollowing	 the	disposal	o f	all	
Distribution	 businesses	 the	 Gr oup	
no	long er	has	a	major	e xposur e	 to	
f or eign	curr ency	risk.
Andr ew	K aberr y
F inance	Dir ec tor
29	June	2007 InTechnology plc Annual Report and Financial Statements 2007
12
Management team
Non-E x ecutiv e	Dir ec tors
The	Rt . 	Hon	L or d	P arkinson, 	
Chairman	and	Senior	non-
e x ecutiv e	Dir ec tor , 	ag ed	75
L or d	P arkinson	w as	appoin ted	
to	 the	Boar d	in	July	2000	
as	a	non- e x ecutiv e	Dir ec tor	
and	is	Chairman	o f	 the	A udit 	
C ommittee	and	a	member	o f	
the	R emuner a tion	C ommittee . 	
L or d	P arkinson	is	a	Member	o f	
the	House	o f	L or ds	and	w as	a	
Member	o f	P arliamen t 	fr om	
1970	 to	1992, 	during	which	 time	
he	held	a	number	o f	senior	
ministerial	positions	including	
Secr etar y	o f	Sta te	f or	 T r ade	and	
Industr y , 	Ener g y	and	 T r anspor t . 	
He	w as	Chairman	o f	 the	
C onser v a tiv e	P ar ty	fr om 1981	 to	
1983	and	ag ain	fr om 1997	 to	1998. 	
A	qualified	char ter ed	ac c oun tan t, 	
L or d	P arkinson	w as	a	P ar tner	in	
W estw ak e	Price	( City	Char ter ed	
Ac c oun tan ts )	f or	10	y ears	and	is	
curr en tly	Chairman	and	Dir ec tor	
o f	a	number	o f	other	c ompanies	
including	Jar vis	Gr oup	Limited, 	
Hun ts w ood	plc	and	L e	C arbone	
U K	Gr oup	o f	C ompanies.
Joe	McNally , 	non- e x ecutiv e	
Dir ec tor , 	ag ed	64
Joe	McNally	w as	appoin ted	 to	
the	Boar d	in	December	2000	
as	a	non- e x ecutiv e	Dir ec tor . 	
He	f ounded	C ompaq	U K	and	
Ir eland	in	1984	and	w as	la tterly	
appoin ted	Chairman, 	bef or e	
r etiring	in	A ugust 	2001. 	Pr e viously	
he	w as	Chief	E x ecutiv e	o f	F M C	
Harris	plc .
Charles	Sc ott, 	non- e x ecutiv e	
Dir ec tor , 	ag ed	58
Charles	Sc ott 	joined	 the	boar d	
in	April	2001 as	a	non- e x ecutiv e	
Dir ec tor . 	A	char ter ed	ac c oun tan t, 	
he	is	curr en tly	Chairman	o f	
W illiam	Hill	plc	and	a	Dir ec tor	o f	3 
other	c ompanies.
E x ecutiv e	Dir ec tors
P eter	 W ilkinson, 	Chief	E x ecutiv e	
O f ficer , 	ag ed	53
P e t e r 	 W i l k i n s o n 	 f o u n d e d 	 S T O R M 	 i n	
1983 and 	 VDa ta 	 in 	1998 	 a n d 	 b o t h	
t h e s e 	 b u s i n e s s e s 	 w e r e 	 s o l d 	 t o	
InT echnolog y 	 plc 	 in 	2000 	 (in 	 which	
he 	 r etains 	 a 	56 % 	 shar eholding). 	
P e t e r 	 w a s 	 a p p o i n t e d 	 t o 	 t h e 	 B o a r d	
o f 	 InT echnolog y 	 in 	 July 	2000 .
In 	1995 , 	 h e 	 s t a r t e d 	 P l a n e t 	 O n l i n e	
L i m i t e d , 	 t h e 	 i n t e r n e t 	 s e r v i c e	
p r o v i d e r , 	 w h i c h 	 w a s 	 s u b s e q u e n t l y	
sold 	 to 	 Ener gis 	 in 	1998 . 	 H e	
r e t a i n e d 	 P l a n e t f o o t b a l l . c o m	
w h i c h 	 w a s 	 r e v e r s e d 	 i n t o 	 S p o r t s	
In ternet 	 Gr oup 	 plc 	 in 	1999 	 a n d	
s u b s e q u e n t l y 	 s o l d 	 t o 	 B S k y B 	 p l c	 	
in 2000 .
In	1998, 	P eter	in v en ted	 the	
fr ee	ISP	model	F r eeser v e, 	 the	
in ternet 	ac cess	ser vice	which	w as	
launched	b y	Dix ons	Gr oup	plc .
P eter	is	non- e x ecutiv e	Chairman	
o f	Mobile	 T ornado	Gr oup	plc, 	an	
AIM	listed	 telec oms	 technolog y	
c ompan y , 	and	holds	a 13%	stak e . 	
InT echnolog y	acquir ed	a	43%	
stak e	in	Mobile	 T ornado	Gr oup	in	
Oc tober	2006.
R eliability E f ficiency T rust InTechnology plc Annual Report and Financial Statements 2007
13
Management team continued
Andr ew	K aberr y , 	F inance	Dir ec tor , 	
ag ed 60
Andr ew	K aberr y	w as	F inance	
Dir ec tor	o f	both	S T ORM	and	
VDa ta	and	has	w ork ed	with	P eter	
W ilkinson	since 1984. 	Andr ew	
w as	appoin ted	 to	 the	Boar d	o f	
InT echnolog y	in	July	2000. 	He	
has	significan t 	e xperience	o f	
the	c omputer	industr y	and	w as	
F inance	Dir ec tor	o f	Planet 	Online	
Limited. 	Andr ew	qualified	as	a	
char ter ed	ac c oun tan t 	with	KP M G	
in	1972.
Br yn	Sag e, 	Sales	Dir ec tor , 	ag ed	41
Br yn	Sag e	has	spen t 	his	car eer	in	
the	da ta	stor ag e	ar ena	beginning	
as	an	Appr en tice	Engineer	in	
S y stime	C omputers	in	1981. 	In	
1986, 	he	joined	S T ORM	as	an	
Engineer	and	pr ogr essed	 thr ough	
the	c ompan y	 to	 the	position	o f	
Sales	Dir ec tor	in	1994.
Richar d	James , 	C ompan y	
Secr etar y , 	ag ed	46
Richar d	James	qualified	as	a	
solicitor	with	Allen	&	Ov er y	in	
1986	and	w as	a	P ar tner	a t 	P insen t 	
Cur tis	in	1991, 	bef or e	mo ving	 to	
Hammonds	as	a	P ar tner	in	1996. 	
A f ter	advising	P eter	 W ilkinson	on	
the	acquisition	o f	Planetf ootball.
c om	b y	Spor ts	In ternet 	Gr oup	
plc, 	Richar d	w as	appoin ted	
as	Managing	Dir ec tor	o f	
Planetf ootball.c om	and	C ompan y	
Secr etar y	o f	Spor ts	In ternet 	
Gr oup	plc . 	Richar d	w as	appoin ted	
to	 the	Boar d	o f	InT echnolog y	in	
September	2000	as	a	Dir ec tor	and	
C ompan y	Secr etar y .
Jason	F ir th, 	Dir ec tor	o f	
Pr o f essional	Ser vices , 	ag ed	36
J a s o n 	 F i r t h 	 j o i n e d 	 I n T e c h n o l o g y	
in 	 July 	2003 	 a s 	 C u s t o m e r 	 S e rv i c e s	
D i r e ct o r 	 b e f o r e 	 j o i n i n g 	 t h e 	 B o a r d	
in 	 September 	2005 	 as 	 Dir ector	
o f 	 Pr o f essional 	 Services. 	 He 	 first 	
w ork ed 	 alongside 	 P eter 	 W ilkinson	
in 1995 	 a t 	 P l a n e t 	 O n l i n e 	 L i m i t e d	
a n d 	 h e a d e d 	 u p 	 t h e 	 t e c h n i c a l	
t e a m 	 a t 	 P l a n e t f o o t b a l l . c o m 	 a n d	
t h e n 	 b e c a m e 	 T e c h n i c a l 	 D i r e ct o r 	 o f	
Spor ts 	 In ternet 	 Gr oup 	 plc 	 bef or e	
it	 w as 	 sold 	to 	 BSk yB 	 plc 	 in 	2000	
wher e 	 he 	 subsequen tly 	 w en t	 on	 	
t o 	 b e 	 T e c h n i c a l 	 D i r e ct o r 	 o f	
Sk ySpor ts.c om. InTechnology plc Annual Report and Financial Statements 2007
14
Directors’ report
The	Dir ec tors	pr esen t 	 their	
annual	r epor t 	and	audited	
financial	sta temen ts	o f	 the	
C ompan y	and	 the	Gr oup	f or	 the	
y ear	ended	31	Mar ch	2007.
Principal	ac tivities
InT echnolog y	plc	is	a	U K	specialist 	
da ta	and	v oice	 technolog y	Gr oup	
pr o viding	adv anced	ser vices	 to	
end	users	both	in	 the	c ommer cial	
and	public	sec tors.
Business	r e view
The	inf orma tion	 tha t 	fulfils	 the	
r equir emen ts	o f	 the	Business	
R e view	can	be	f ound	in	 the	Chief	
E x ecutiv e	O f ficer’ s	r epor t 	and	
F inancial	r e view	on	pag es	4	 to 11	
which	ar e	inc orpor a ted	within	
this	r epor t 	b y	r ef er ence .
R esults	and	dividends
T h e 	 D i r e ct o r s 	 a r e 	 u n a b l e 	 t o	
r e c o m m e n d 	 t h e 	 p a y m e n t 	 o f 	 a	
d i v i d e n d 	 i n 	 r e s p e ct 	 o f 	 t h e 	 y e a r	
ended 	31 	 Mar ch 	2007 	 (2006 : 	 £nil). 	
The 	 C ompan y 	 curr en tly 	 in tends 	to	
r ein v est	 futur e 	 earnings 	to 	 finance 	
the 	 gr ow th 	 o f 	the 	 business.
The	loss	sustained	f or	 the	
financial	y ear	o f	£15,935,000	
(2006: 	£11,846,000)	will	be	
deduc ted	fr om	r eser v es.
Charitable	and	political	
dona tions
The	c on tributions	made	b y	
the	Gr oup	during	 the	y ear	f or	
charitable	purposes	 totalled	
£2,610	(2006: 	£26,000), 	including	
childr en ’ s	charities	£1,860. 	
The	Gr oup	made	no	political	
c on tributions	(2006: 	£nil).
Dir ec tors
The	Dir ec tors	o f	 the	C ompan y	
during	 the	y ear	ended 31 Mar ch	
2007, 	 tog ether	with	brief	
biogr aphies , 	ar e	shown	on	pag es	
12	 to	13, 	with	 the	e x ception	o f	
Stephen	P ear ce	who	r esigned	as	
a	dir ec tor	on	29	December	2006	
and	Mark	L ow er	who	r esigned	as	
a	dir ec tor	on	5	Januar y	2007.
R e- elec tion	o f	Dir ec tors
In	ac c or dance	with	 the	Ar ticles	
o f	Associa tion	o f	 the	C ompan y , 	
Dir ec tors	will	r etir e	b y	r ota tion. 	
Ac c or dingly , 	Charles	Sc ott, 	Joe	
McNally	and	 the	Rt . 	Hon. 	L or d	
P arkinson	( ag ed	75)	will	r etir e	b y	
r ota tion	and, 	being	eligible, 	o f f er	
themselv es	f or	r e- elec tion	a t 	 the	
f or thc oming	A GM.
All	Dir ec tors	must 	be	r e- elec ted	a t 	
in ter v als	o f	not 	mor e	 than	 thr ee	
y ears	in	ac c or dance	with	 the	
pr o visions	o f	 the	C ombined	C ode	
o f	C orpor a te	Go v ernance .
Dir ec tors’ 	r emuner a tion	and	
in ter ests
The 	 R emuner a tion 	 r eport 	 is 	 set 	 out 	
on 	 pag es 	20 	 to 	24 . 	 I t 	 i n c l u d e s 	 d e t a i l s	
o f 	 D i r e c t o r s ’ 	 r e m u n e r a t i o n , 	 i n t e r e s t s	
i n 	 t h e 	 s h a r e s 	 o f 	 t h e 	 C o m p a n y , 	 s h a r e	
options 	 and 	 pension 	 arr ang emen ts. 	
T h e 	 C o m p a n y ’ s 	 R e g i s t e r 	 o f	
D i r e c t o r s ’ 	 I n t e r e s t s , 	 w h i c h 	 i s 	 o p e n	
t o 	 i n s p e c t i o n 	 a t 	 t h e 	 C o m p a n y ’ s	
r e g i s t e r e d 	 o f fi c e , 	 c o n t a i n s 	 f u l l 	 d e t a i l s	
o f 	 D i r e c t o r s ’ 	 s h a r e h o l d i n g s 	 a n d	
options 	 to 	 subscribe 	 f or 	 shar es.
T h e 	 B o a r d ’ s 	 C o r p o r a t e 	 G o v e r n a n c e	
r eport, 	 including 	 the 	 Dir ec tors’ 	
s t a t e m e n t 	 o n 	 r e s p o n s i b i l i t i e s 	 f o r 	 t h e	
pr epar a tion 	 o f 	 financial 	 sta temen ts , 	
is 	 set	 out 	 on 	 pag es 	17 	 to 	19 .
R eliability E f ficiency T rust InTechnology plc Annual Report and Financial Statements 2007
15
Directors’ report continued
Details	o f	r ela ted	par ty	
tr ansac tions	in v olving	Dir ec tors	
o f	 the	C ompan y	ar e	giv en	in	note	
28	 to	 the	financial	sta temen ts.
Substan tial	shar eholdings
At 	29	June 2007, 	 the	C ompan y	
had	r eceiv ed	notifica tion	 tha t 	 the	
f ollowing	ar e	in ter ested	in	mor e	
than	3	per	cen t 	o f	 the	issued	
or dinar y	shar e	capital	o f	 the	
C ompan y :
P er cen tag e	o f	
shar es	held
P eter	 W ilkinson	 55.6%
Ar temis	In v estmen t 		
Manag emen t 	Limited	 9.7%
Jon	 W ood	 7.4%
Andr ew	K aberr y	 5.2%
Gar tmor e	In v estmen t 	
Manag emen t 	 3.6%
C anada	Lif e	 3.2%
Going	c oncern
Under	c ompan y	la w , 	 the	Dir ec tors	
ar e	r equir ed	 to	c onsider	whether	
it 	is	appr opria te	 to	pr epar e	
financial	sta temen ts	on	 the	basis	
tha t 	 the	C ompan y	and	Gr oup	
ar e	g oing	c oncerns. 	As	par t 	o f	
its	normal	business	pr ac tice, 	
budg ets , 	cash	flow	f or ecasts	and	
long er	 term	financial	pr ojec tions	
ar e	pr epar ed	and	in	r e viewing	
this	inf orma tion, 	 the	Dir ec tors	
ar e	sa tisfied	 tha t 	 the	C ompan y	
and	 the	Gr oup	ha v e	adequa te	
r esour ces	 to	enable	 them	 to	
c on tinue	in	business	f or	 the	
f or eseeable	futur e . 	 The	Dir ec tors	
ha v e	 ther ef or e	adopted	 the	g oing	
c oncern	basis	in	 the	pr epar a tion	
o f	 the	financial	sta temen ts.
Emplo y ees
The	Gr oup	places	c onsider able	
v alue	on	 the	in v olv emen t 	o f	its	
emplo y ees	and	has	c on tinued	
its	pr ac tice	o f	k eeping	 them	
inf ormed	o f	ma tters	af f ec ting	
them	as	emplo y ees	and	 the	
v arious	f ac tors	af f ec ting	 the	
per f ormance	o f	 the	Gr oup .
The 	 Dir ectors 	 r ec ognise 	tha t 	
c o n t i n u e d 	 a n d 	 s u s t a i n e d	
i m p r o v e m e n t 	 i n 	 t h e 	 p e r f o r m a n c e	
o f 	the 	 Gr oup 	 depends 	 on 	 its	
ability 	to 	 a ttr act, 	 motiv a te 	 and	
r etain 	 emplo y ees 	 o f 	the 	 highest 	
c a l i b r e . 	 F u r t h e r m o r e , 	 t h e 	 D i r e c t o r s	
b e l i e v e 	 t h a t 	 t h e 	 G r o u p ’ s 	 a b i l i t y 	 t o	
s u s t a i n 	 a 	 c o m p e t i t i v e 	 a d v a n t a g e	
o v er 	the 	 long 	term 	 depends 	 in	
a 	 lar g e 	 part	 on 	 ensuring 	tha t 	
a l l 	 e m p l o y e e s 	 c o n t r i b u t e 	 t o 	 t h e	
m a x i m u m 	 o f 	 t h e i r 	 p o t e n t i a l . 	 T h e	
G r o u p 	 i s 	 c o m m i t t e d 	 t o 	 i m p r o v i n g	
t h e 	 p e r f o r m a n c e 	 o f 	 a l l 	 e m p l o y e e s	
thr ough 	 de v elopmen t	 and 	tr aining.
The	 Gr oup	 is	 an	 equal	 oppor tunity	
emplo y er . 	 The	Gr oup’ s	policies	
seek	 to	pr omote	an	en vir onmen t 	
fr ee	fr om	discrimina tion, 	
har assmen t 	and	vic timisa tion	
and	 to	ensur e	 tha t 	no	emplo y ee	
or	applican t 	is	 tr ea ted	less	
f a v our ably	on	 the	gr ounds	o f	
g ender , 	marital	sta tus , 	ag e, 	r ace, 	
c olour , 	na tionality	or	na tional	
origin, 	disability	or	se x ual	
orien ta tion	or	is	disadv an tag ed	b y	
c onditions	or	r equir emen ts , 	which	
cannot 	objec tiv ely	be	justified. 	
En tr y	in to , 	and	pr ogr ession	within	
the	Gr oup , 	is	solely	determined	
on	 the	basis	o f	w ork	criteria	and	
individual	merit .
The	Gr oup	c on tinues	 to	giv e	
full	and	f air	c onsider a tion	 to	
applica tions	f or	emplo ymen t 	 InTechnology plc Annual Report and Financial Statements 2007
16
made	b y	disabled	persons , 	
ha ving	r eg ar d	 to	 their	r espec tiv e	
aptitudes	and	abilities. 	 The	policy	
includes , 	wher e	pr ac ticable, 	
the	c on tinued	emplo ymen t 	o f	
those	who	ma y	bec ome	disabled	
during	 their	emplo ymen t 	and	 the	
pr o vision	o f	 tr aining	and	car eer	
de v elopmen t 	and	pr omotion, 	
wher e	appr opria te .
Shar e	schemes
Shar e	ownership	is	v er y	
impor tan t 	 to	 the	Gr oup’ s	
r emuner a tion	philosoph y	and	
the	Dir ec tors	belie v e	 tha t 	 the	
k e y	 to	 the	Gr oup’ s	futur e	suc cess	
lies	in	a	motiv a ted	w orkf or ce	
holding	a	stak e	in	 the	C ompan y . 	
The	schemes	ar e	described	in	 the	
Boar d’ s	R emuner a tion	r epor t 	and	
details	o f	 the	options	gr an ted	
under	 the	schemes	ar e	set 	out 	in	
notes	18	and	19	 to	 the	financial	
sta temen ts.
R esear ch	and	de v elopmen t
The	Gr oup	c on tinues	 to	
under tak e	 the	de v elopmen t 	o f	
new	pr oduc ts	with	 the	objec tiv e	
o f	incr easing	futur e	pr o fitability . 	
The	c ost 	 to	 the	Gr oup	is	char g ed	
to	 the	pr o fit 	and	loss	ac c oun t 	as	
incurr ed.
P olicy	and	pr ac tice	on	
pa ymen t 	o f	cr editors
It 	is	 the	Gr oup’ s	policy	 to	agr ee	
terms	and	c onditions	f or	its	
business	 tr ansac tions	with	its	
suppliers. 	 The	Gr oup	seek s	 to	
abide	b y	 the	pa ymen t 	 terms	
agr eed	with	suppliers	whene v er	
it 	is	sa tisfied	 tha t 	 the	supplier	has	
pr o vided	 the	g oods	or	ser vices	in	
ac c or dance	with	 the	agr eed	 terms	
and	c onditions.
In	 the	y ear	ended	31	Mar ch	2007	
a v er ag e	cr editor	da y s	f or	 the	
Gr oup	and	C ompan y	w er e	16	da y s	
(2006: 	27 da y s )	and	22 da y s	(2006: 	
32	da y s )	r espec tiv ely .
En vir onmen t
The	Gr oup	r ec ognises	 the	
impor tance	o f	en vir onmen tal	
r esponsibility . 	 The	na tur e	o f	its	
ac tivities	has	a	minimal	ef f ec t 	on	
the 	 en vir onmen t 	 but 	 wher e 	 the y 	 do , 	
the 	 Gr oup 	 ac ts 	 r esponsibly 	 and 	 is	
a w ar e 	 o f 	 its 	 oblig a tions 	 a t 	 all 	 times.
Annual	Gener al	Meeting
The	ne xt 	A GM	o f	 the	C ompan y	
will	be	held	on 7	A ugust 	2007.	
Details	o f	 the	business	 to	
be	pr oposed	a t 	 the	A GM	ar e	
c on tained	within	 the	Notice	o f	
Meeting , 	which	is	set 	out 	on	
pag es	62 to		67 .
Independen t 	auditors
Pricew a terhouseC oopers	LLP	
ha v e	indica ted	 their	willingness	
to	c on tinue	in	o f fice	and	a	
r esolution	pr oposing	 tha t 	 the y	
be	r eappoin ted	as	independen t 	
auditors	and	authorising	
the	Dir ec tors	 to	fix	 their	
r emuner a tion	will	be	pr oposed	a t 	
the	Annual	Gener al	Meeting .
By	or der	o f	 the	Boar d
Richar d	James
C ompan y	Secr etar y
29	June	2007 InTechnology plc Annual Report and Financial Statements 2007
17
Corporate governance
InT echnolog y	plc	is	an	AIM	listed	
c ompan y	and	is	not 	 ther ef or e	
r equir ed	 to	c omply	with	 the	
Principles	o f	Good	Go v ernance	
and	C ode	o f	Best 	Pr ac tice, 	 the	
‘FR C	C ombined	C ode	on	C orpor a te	
Go v ernance’ . 	 The	f ollowing	
disclosur es	ar e	made	v olun tarily .
Principles	o f	C orpor a te	
Go v ernance
The	Boar d	r ec ognises	 the	v alue	
o f	g ood	c orpor a te	g o v ernance	
as	a	positiv e	c on tribution	 to	
the	w ell	being	o f	 the	business	
and	belie v es	in	applying	 these	
principles , 	(including	 those	set 	
out 	in	Sec tion	1 o f	 the	C ombined	
C ode), 	in	a	sensible	and	pr agma tic	
manner .
P eter	 W ilkinson, 	as	majority	
shar eholder	in	 the	C ompan y , 	has	
signed	an	agr eemen t 	sta ting	
tha t 	he	will	not 	seek	 to	influence	
the	Boar d	b y	r eason	o f	his	
shar eholding .
Boar d	o f	Dir ec tors
The	Boar d	o f	Dir ec tors	c onsists	
o f	eigh t 	members , 	including	a	
non- e x ecutiv e	Chairman	and	 tw o	
other	non- e x ecutiv e	Dir ec tors.
The	r oles	o f	Chairman	and	
Chief	E x ecutiv e	O f ficer	ar e	
separ a ted	and	clearly	defined. 	
The	ac tivities	o f	 the	Gr oup	ar e	
c on tr olled	b y	 the	Boar d, 	which	
meets	 thr oughout 	 the	y ear . 	
Ther e	is	a	f ormal	schedule	o f	
ma tters	specifically	r eser v ed	
f or	 the	full	Boar d’ s	decision, 	
tog ether	with	a	policy	enabling	
Dir ec tors	 to	 tak e	independen t 	
advice	in	 the	fur ther ance	o f	
their	duties	a t 	 the	Gr oup’ s	
e xpense . 	 The	Boar d	pr ogr amme	
is	designed	so	 tha t 	Dir ec tors	ha v e	
r egular	oppor tunity	 to	c onsider	
the	Gr oup’ s	str a teg y , 	policies , 	
budg ets , 	pr ogr ess	r epor ts	and	
financial	position	and	 to	arriv e	
a t 	a	balanced	assessmen t 	o f	 the	
Gr oup’ s	position	and	pr ospec ts.
The	Boar d	is	assisted	b y	 the	
C ompan y	Secr etar y , 	who	
pr o vides	a	poin t 	o f	r ef er ence	and	
r egular	suppor t 	f or	all	Dir ec tors	
and	senior	manag ers. 	He	has	
r esponsibility	f or	ensuring	 tha t 	
Boar d	pr ocedur es	ar e	f ollow ed, 	
f or	establishing	 the	Gr oup’ s	
c orpor a te	g o v ernance	policies	
and	f or	assisting	 the	Boar d	
in	f acilita ting	c ompliance	b y	
the	C ompan y	with	its	leg al	
oblig a tions.
The	Boar d	has	appoin ted	 tw o	
standing	c ommittees , 	which	ar e	
as	f ollow s:
The Audit Committee 
C omprises 	the 	tw o 	 non-
e x ecutiv e 	 Dir ectors 	 and 	the	
n o n - e x e c u t i v e 	 C h a i r m a n 	 a n d	
i s 	 c h a i r e d 	 b y 	 L o r d 	 P a r k i n s o n . 	 I t s	
d u t i e s 	 i n c l u d e 	 a 	 c o m p r e h e n s i v e	
r e v i e w 	 o f 	 t h e 	 a n n u a l 	 a n d 	 i n t e r i m	
fi n a n c i a l 	 s t a t e m e n t s 	 b e f o r e 	 t h e y	
a r e 	 p r e s e n t e d 	 t o 	 t h e 	 B o a r d 	 f o r	
appr o v al. 	 The 	 A udit	 C ommittee	
meets 	 a t	 least	twice 	 a 	 y ear	
t o 	 r e v i e w 	 t h e 	 fi n d i n g s 	 o f 	 t h e	
e xternal 	 auditors , 	 k e y 	 ac c oun ting	
policies 	 and 	 judg emen ts. 	 It 	
h a s 	 u n r e s t r i c t e d 	 a c c e s s 	 t o 	 t h e	
C ompan y’ s 	 auditors.
The Remuneration Committee	
C omprises	 the	 tw o	non- InTechnology plc Annual Report and Financial Statements 2007
18
e x ecutiv e	Dir ec tors	and	 the	
non- e x ecutiv e	Chairman	and	
is	chair ed	b y	Joe	McNally . 	It 	
meets	a t 	least 	once	a	y ear	
and	is	r esponsible	f or	making	
r ec ommenda tions	 to	 the	
Boar d	on	r emuner a tion	policy	
f or	e x ecutiv e	Dir ec tors	and	
f or	setting	salaries , 	incen tiv e	
pa ymen ts	and	 the	gr an ting	o f	
shar e	options.
R ela tions	with	shar eholders
The	C ompan y	seek s	 to	ensur e	
tha t 	all	shar eholders	ar e	
k ept 	inf ormed	about 	 the	
C ompan y	and	its	ac tivities. 	A	
c ompr ehensiv e	annual	r epor t 	
and	ac c oun ts	and	an	in terim	
r epor t 	ar e	sen t 	 to	shar eholders	
and	 ther e	is	fr equen t 	dialogue	
with	institutional	in v estors , 	
including	pr esen ta tions	f ollowing	
the	pr eliminar y	and	in terim	
announcemen ts.
The	Annual	Gener al	Meeting	
is	a	f orum	f or	shar eholders’ 	
par ticipa tion	with	 the	
oppor tunity	 to	meet 	and	question	
Boar d	members	including	 the	
non- e x ecutiv e	Chairman	and	
the	Chairmen	o f	 the	Boar d	
c ommittees.
	
In ternal	c on tr ol
The	Boar d	o f	Dir ec tors	
acknowledg es	its	o v er all	
r esponsibility	f or	 the	C ompan y’ s	
s y stems	o f	in ternal	c on tr ol	
and	f or	monitoring	 their	
ef f ec tiv eness. 	 The	Boar d	has	
c on tr ol	o v er	str a tegic, 	financial	
and	c ompliance	issues	and	
has	in tr oduced	a	struc tur e	o f	
r esponsibility	with	appr opria te	
le v els	o f	authority .
The	C ompan y’ s	Dir ec tors	and	
v ar ying	le v els	o f	manag emen t 	
ha v e	clear	r esponsibilities	
in	ensuring	 tha t 	 the	c on tr ol	
en vir onmen t 	oper a tes	ef ficien tly . 	
Clear	lines	o f	r esponsibility	
ar e	de v eloped	 thr ough	 the	
C ompan y’ s	 or g anisa tion	 struc tur e . 	
E thical	policies	ar e	c ommunica ted	
thr ough	all	f orms	o f	personnel	
tr aining	and	via	appr opria te	
pr ocedur es , 	in	establishing	a	c ode	
o f	ethics.
A l t h o u g h 	 n o 	 s y s t e m 	 o f 	 i n t e r n a l	
c on tr ol 	 can 	 pr o vide 	 absolute	
a s s u r a n c e 	 a g a i n s t 	 m a t e r i a l	
m i s s t a t e m e n t 	 o r 	 l o s s , 	 t h e	
C o m p a n y ’ s 	 s y s t e m s 	 a r e 	 d e s i g n e d	
t o 	 p r o v i d e 	 r e a s o n a b l e 	 a s s u r a n c e	
t h a t 	 p r o b l e m s 	 a r e 	 i d e n t i fi e d	
on 	 a 	timely 	 basis 	 and 	 ar e 	 dealt 	
w i t h 	 a p p r o p r i a t e l y . 	 T h e 	 p r i n c i p a l	
f ea tur es 	 o f 	the 	 C ompan y’ s 	 in ternal	
financial 	 c on tr ol 	 structur es 	 can 	 be 	
summarised 	 as 	 f ollow s:
a. 	 Pr epar a tion	o f	budg ets	and	
f or ecasts	appr o v ed	b y	 the	
Boar d.
b . 	 Mon thly	manag emen t 	
ac c oun ts , 	showing	
c omparisons	o f	ac tual	r esults	
ag ainst 	budg et 	and	prior	y ear	
r esults , 	ar e	r e view ed	b y	 the	
Boar d. 	 V ariances	fr om	budg et 	
ar e	 thor oughly	in v estig a ted	
and	discussed	a t 	mon thly	
Boar d	meetings. 	 Wher e	
lapses	in	in ternal	c on tr ol	ar e	
detec ted, 	 these	ar e	r ec tified.
c . 	 The	C ompan y’ s	cash	flow	is	
monitor ed	mon thly	c ompar ed	
to	f or ecast . InTechnology plc Annual Report and Financial Statements 2007
19
Corporate governance continued
d. 	 The	Boar d	authorises	capital	
e xpenditur e	wher e	 this	is	
significan t .
The	Boar d	has	c on tinued	
to	enhance	its	risk	c on tr ol	
pr ogr amme, 	in	par ticular , 	 those	
elemen ts	 which	 r ela te	 to	 ensuring	
tha t 	risk	r e view s	ar e	f ormally	
embedded	in	c on tr ol	s y stems	
r a ther	 than	being	 the	subjec t 	o f	
f ormal	annual	r e view s.
Sta temen t 	o f	Dir ec tors’ 	
r esponsibilities
C ompan y	la w	r equir es	 the	
Dir ec tors	 to	pr epar e	financial	
sta temen ts	f or	each	financial	
y ear	 tha t 	giv e	a	 true	and	f air	
view	o f	 the	sta te	o f	af f airs	o f	 the	
C ompan y	and	 the	Gr oup	as	a t 	 the	
end	o f	 the	financial	y ear	and	o f	
the	pr o fit 	or	loss	o f	 the	Gr oup	f or	
tha t 	y ear .
The 	 Dir ec tors 	 c onfirm 	tha t 	 suitable	
ac c oun ting 	 policies 	 ha v e 	 been 	 used	
and 	 applied 	 c onsisten tly 	 as 	 e xplained	
on 	 pag es 	32 	 to 	35 	 u n d e r 	 t h e	
h e a d i n g 	 ‘ A c c o u n t i n g 	 p o l i c i e s ’ . 	 T h e y	
a l s o 	 c o n fi r m 	 t h a t 	 r e a s o n a b l e 	 a n d	
pruden t 	 judg emen ts 	 and 	 estima tes	
h a v e 	 b e e n 	 m a d e 	 i n 	 p r e p a r i n g 	 t h e	
financial 	 sta temen ts 	 f or 	the 	 y ear	
ended 	31 Mar ch 	2007 , 	 tha t 	 applicable	
a c c o u n t i n g 	 p o l i c i e s 	 h a v e 	 b e e n	
f o l l o w e d 	 a n d 	 t h a t 	 t h e 	 fi n a n c i a l	
sta temen ts 	 ha v e 	 been 	 pr epar ed 	 on	
the 	 g oing 	 c oncern 	 basis.
The	Dir ec tors	ar e	r esponsible	
f or	k eeping	pr oper	ac c oun ting	
r ec or ds	 tha t 	disclose	with	
r easonable	ac cur acy	a t 	an y	 time	
the	financial	position	o f	 the	
C ompan y	and	 the	Gr oup	and	 to	
enable	 them	 to	ensur e	 tha t 	 the	
financial	sta temen ts	c omply	with	
the	C ompanies	Ac t 	1985. 	 The y	ar e	
also	r esponsible	f or	saf eguar ding	
the	assets	o f	 the	C ompan y	
and	 the	Gr oup	and	hence	f or	
taking	r easonable	steps	f or	 the	
pr e v en tion	and	detec tion	o f	fr aud	
and	other	irr egularities.
The	main tenance	and	in tegrity	
o f	 the	InT echnolog y	w ebsite	
is	 the	r esponsibility	o f	 the	
Dir ec tors; 	 the	w ork	carried	out 	
b y	 the	auditors	does	not 	in v olv e	
c onsider a tion	o f	 these	ma tters	
and, 	ac c or dingly , 	 the	auditors	
ac cept 	no	r esponsibility	f or	an y	
chang es	 tha t 	ma y	ha v e	oc curr ed	
to	 the	financial	sta temen ts	since	
the y	w er e	initially	pr esen ted	on	
the	w ebsite .
L egisla tion	 in	 the	 United	 Kingdom	
g o v erning	 the	pr epar a tion	
and	dissemina tion	o f	financial	
sta temen ts	ma y	dif f er	fr om	
legisla tion	in	other	jurisdic tions.
So	f ar	as	each	dir ec tor	is	a w ar e, 	
ther e	is	no	r ele v an t 	inf orma tion	
o f	which	 the	C ompan y’ s	auditors	
ar e	una w ar e . 	E ach	dir ec tor	has	
tak en	all	 the	steps	 tha t 	he	ough t 	
to	ha v e	 tak en	as	a	dir ec tor	in	
or der	 to	mak e	himself	a w ar e	o f	
an y	r ele v an t 	audit 	inf orma tion	
and	 to	establish	 tha t 	 the	
C ompan y’ s	auditors	ar e	a w ar e	o f	
tha t 	inf orma tion.
By	or der	o f	 the	Boar d
Richar d	James
C ompan y	Secr etar y	
29	June 2007 InTechnology plc Annual Report and Financial Statements 2007
20
Remuneration report
As	an	AIM	listed	c ompan y	
InT echnolog y	plc	is	not 	r equir ed	
to	c omply	with	Schedule	7A	o f	
the	C ompanies	Ac t 	1985. 	 The	
f ollowing	disclosur es	ar e	made	
v olun tarily . 	 The	c on ten ts	o f	 this	
r epor t 	ar e	unaudited	unless	
clearly	iden tified	as	audited.
The	R emuner a tion	C ommittee	
c omprises	 the	non- e x ecutiv e	
Dir ec tors:
Joe	McNally	( Chairman)
The	Rt . 	Hon. 	L or d	P arkinson
Charles	Sc ott
Dir ec tors’ 	r emuner a tion
R emuner a tion	o f	non- e x ecutiv e	
Dir ec tors
The 	 r emuner a tion 	 o f 	the 	 non-
e x e c u t i v e 	 D i r e ct o r s 	 i s 	 d e t e r m i n e d	
b y 	 t h e 	 B o a r d , 	 w i t h 	 t h e 	 a s s i s t a n c e	
o f 	 independen t 	 advice 	 c oncerning	
c o m p a r a b l e 	 o r g a n i s a t i o n s 	 a n d	
a p p o i n t m e n t s . 	 T h e 	 n o n - e x e c u t i v e	
D i r e ct o r s 	 d o 	 n o t 	 t a k e 	 p a r t 	 i n	
discussions 	 on 	their 	 r emuner a tion. 	
N e i t h e r 	 t h e 	 n o n - e x e c u t i v e	
Chairman 	 nor 	the 	 other 	 non-
e x ecutiv e 	 Dir ectors 	 r eceiv ed 	 an y	
p e n s i o n 	 o r 	 o t h e r 	 b e n e fi t s 	 f r o m 	 t h e	
Gr oup , 	 nor 	 did 	the y 	 par ticipa te 	 in	
an y 	 o f 	the 	 bonus 	 schemes.
The	non- e x ecutiv e	Chairman	and	
Dir ec tors	ha v e	in ter ests	in	shar e	
options	as	disclosed	on	pag e	24.
R emuner a tion	o f	e x ecutiv e	
Dir ec tors
The	main	aim	o f	 the	C ompan y’ s	
e x ecutiv e	pa y	policy	is	 to	secur e	
the	skills	and	e xperience	needed	
to	meet 	its	str a tegic	business	
objec tiv es. 	F ur thermor e, 	 the	
C ompan y	aims	 to	align	 the	
in ter ests	o f	all	emplo y ees	as	
closely	as	possible	with	 the	
in ter ests	o f	shar eholders	 thr ough	
shar e-based	incen tiv es.
The	C ompan y’ s	R emuner a tion	
C ommittee	decides	 the	
r emuner a tion	policy	 tha t 	applies	
to	e x ecutiv e	Dir ec tors. 	In	setting	
the	policy	it 	c onsiders	a	number	
o f	f ac tors	including:
a. 	 The	basic	salaries	and	
benefits	a v ailable	 to	e x ecutiv e	
Dir ec tors	o f	c ompar able	
c ompanies.
b . 	 The	need	 to	a ttr ac t 	and	r etain	
Dir ec tors	o f	an	appr opria te	
calibr e .
c . 	 T h e 	 n e e d 	 t o 	 e n s u r e 	 e x e c u t i v e	
D i r e c t o r s ’ 	 c o m m i t m e n t 	 t o	
the 	 continued 	 suc cess 	 o f 	 the	
G r o u p 	 b y 	 m e a n s 	 o f 	 i n c e n t i v e	
schemes.
The	C ompan y’ s	r emuner a tion	
policy	is	 to:
a. 	 Ha v e	r eg ar d	 to	 the	Dir ec tors’ 	
e xperience	and	 the	na tur e	
and	c omple xity	o f	 their	w ork	
in	or der	 to	pa y	a	c ompetitiv e	
salar y	 tha t 	a ttr ac ts	and	
r etains	manag emen t 	o f	 the	
highest 	quality .
b . 	 Link	individual	r emuner a tion	
pack ag es	 to	 the	Gr oup’ s	long	
term	per f ormance	 thr ough	
the	a w ar d	o f	shar e	options	
and	incen tiv e	schemes.
c . 	 Pr o vide	post 	r etir emen t 	
benefits	 thr ough	defined	
c on tribution	pension	schemes.
d. 	 Pr o vide	emplo ymen t -
r ela ted	benefits	including	
the	pr o vision	o f	a	c ompan y	
car , 	(or	car	allow ance), 	fuel, 	 InTechnology plc Annual Report and Financial Statements 2007
21
Remuneration report continued
medical	and	lif e	insur ance	
and	insur ance	r ela ting	 to	 the	
Dir ec tors’ 	duties.
Salaries
The	R emuner a tion	C ommittee	
meets	a t 	least 	once	a	y ear	in	
or der	 to	c onsider	and	set 	 the	
annual	salaries	f or	e x ecutiv e	
Dir ec tors , 	ha ving	r eg ar d	 to	 the	
needs	o f	 the	C ompan y , 	individual	
r esponsibilities , 	personal	
per f ormance	and	independen tly	
c ompiled	salar y	sur v e y	
inf orma tion.
P ensions	( audited )
The	e x ecutiv e	Dir ec tors	ar e	
members	o f	defined	c on tribution	
pension	schemes , 	 the	assets	o f	
which	ar e	held	independen tly	
o f	 the	C ompan y . 	 The	amoun ts	
c on tributed	b y	 the	C ompan y	
(based	on	salaries	e x cluding	
bonuses )	f or	 the	y ear	ended	31	
Mar ch	2007	w er e	£40,000	(2006: 	
£64,000). 	 The	C ompan y	does	not 	
pr o vide	an y	other	post -r etir emen t 	
benefits	 to	 the	Dir ec tors.
C on tr ac ts	o f	ser vice
The	e x ecutiv e	Dir ec tors	ha v e	
c on tr ac ts	o f	ser vice	 tha t 	can	be	
termina ted	b y	 the	C ompan y	with	
the	f ollowing	notice	periods:
P eter	 W ilkinson	 12	mon ths
Andr ew	K aberr y	 6 mon ths
Richar d	James	 12	mon ths
Br yn	Sag e	 6	mon ths
Jason	F ir th	 12	mon ths
W ith	 the	e x ception	o f	 the	
c on tr ac t 	with	Richar d	James , 	if	
the	C ompan y	 termina tes	 the	
c on tr ac t 	b y	notice	but 	other	 than	
on	giving	full	notice, 	 the	c on tr ac ts	
o f	 ser vice	 pr o vide	 f or	 the	 pa ymen t 	
o f	a	fix ed	amoun t 	equal	 to	 the	
salar y	and	other	c on tr ac tual	
benefits	f or	 the	une xpir ed	
por tion	o f	 the	appoin tmen t 	or	
en titlemen t 	 to	notice, 	as	 the	case	
ma y	be .
Non-E x ecutiv e	Dir ec torships
The	R emuner a tion	C ommittee	
belie v es	 tha t 	 the	Gr oup	can	
benefit 	fr om	e x ecutiv e	Dir ec tors	
ac cepting	appoin tmen ts	as	
non- e x ecutiv e	dir ec tors	o f	
other	c ompanies. 	 The	Dir ec tor	
c oncerned	ma y	r etain	an y	f ees	
r ela ted	 to	such	emplo ymen t . InTechnology plc Annual Report and Financial Statements 2007
22
Dir ec tors’ 	emolumen ts	( audited )
The	r emuner a tion	o f	 the	Dir ec tors	o f	 the	C ompan y	w as	as	f ollow s:
 2007	 2006
 Salary Bonus Pay in lieu Benefits  Pension Total Total
   of notice in kind contributions  
 £’000	 	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Executive Directors
Peter Wilkinson 212	 -	 -	 39	 2 253 248
Bryn Sage 110	 72	 -	 17	 5 204 191
Andrew Kaberry 150	 -	 -	 33	 12 195 191
Richard James 150	 -	 -	 17	 - 16 7 16 7
Jason Firth 100	 -	 -	 21	 5 12 6 79
Stephen Pearce (9 months) 113	 -	 -	 17	 6 136 180
Mark Lower (7	months) 100	 17	 30	 12	 10 169 -
John Swingewood - - - - - - 70
Charles Cameron - - - - - - 228
 935	 89	 30	 156	 40	 1,250	 1,354
 Fees Bonus Pay in lieu Benefits  Pension Total Total
   of notice in kind contributions  
 £’000	 	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Non-Executive Directors
The Rt. Hon. Lord Parkinson 50	 -	 -	 -	 - 50 50
Joe McNally 30	 -	 -	 -	 - 30 30
Charles Scott 30	 -	 -	 -	 - 30 30
 110	 -	 -	 -	 -	 110	 110
Total 1,045	 89	 30	 156	 40	 1,360	 1, 4 64
Benefits	 in	 kind	 include	 the	 pr o vision	 o f	 a	 c ompan y	 car , 	 fuel, 	 medical, 	 lif e	 insur ance	 and	 insur ance	 r ela ting	 to	 the	
Dir ec tors’ 	duties. InTechnology plc Annual Report and Financial Statements 2007
23
In ter ests	in	shar e	options	( audited )
The	f ollowing	shar e	schemes	w er e	in	place	a t 	 the	y ear	end:
•	 R olled	o v er	HOLF	gr an ted	23/12/99	a t 	43.3	pence	per	shar e
•	 R olled	o v er	 VDa ta	gr an ted	7/01/00	a t 	1.8	pence	per	shar e
•	 Options	gr an ted	dir ec tly	b y	InT echnolog y	plc	a t 	v ar ying	da tes	and	prices
F ur ther	details	ar e	pr o vided	in	notes	18	and	19.
The	C ompan y	has	also	in tr oduced	an	Inland	R e v enue	appr o v ed	Sa v e	As	 Y ou	E arn	scheme	(‘S A Y E’). 	S A Y E	options	
will	be	e x er cisable	on	c ompletion	o f	an	associa ted	sa vings	c on tr ac t . 	 The	S A Y E	options	ma y	be	gr an ted	a t 	a	
disc oun t 	o f	up	 to 20%	 to	 the	mark et 	price	o f	 the	C ompan y’ s	shar es	on	 the	da y	prior	 to	 the	da y	o f	in vita tion, 	as	
permitted	b y	 the	rules	o f	 the	scheme .
Dir ec tors’ 	in ter ests
In ter ests	in	shar es
The	in ter ests	o f	 the	Dir ec tors	in	 the	shar es	o f	 the	C ompan y	as	a t 31 Mar ch	w er e:
	 2007	and	2006
	 	 P er cen tag e	o f
	 Number	 shar es	held
P eter	 W ilkinson	 78,403,998 55.6%
Andr ew	K aberr y	 7,379,562 5.2%
	 85 , 783,560	 60 .8%
Apar t 	fr om	 the	in ter ests	disclosed	abo v e	and	 the	in ter ests	in	shar e	options	disclosed	below , 	none	o f	 the	other	
Dir ec tors	o f	 the	C ompan y	a t 31	Mar ch	2007	held	in ter ests	a t 	an y	 time	in	 the	y ear	in	 the	shar e	capital	o f	 the	
C ompan y	or	other	Gr oup	c ompanies.
Ther e	ha v e	been	no	other	chang es	in	Dir ec tors’ 	shar eholdings	since	31	Mar ch	2007.
Remuneration report continued InTechnology plc Annual Report and Financial Statements 2007
24
Executive Directors No. of share options  Exercise Earliest  Expiry date
 2007 and 2006 price (p) exercise date
Andrew Kaberry 1,596,399	 43.3	 23/12/02	 23/12/09
Bryn Sage 798,200	 43.3	 23/12/02	 23/12/09
Bryn Sage 443, 7 69	 1.8	 07 /01/03	 07 /01/10
Richard James 800 ,000	 38.5	 03/07 /09	 03/07 /16
Non-Executive Directors No. of share options  Exercise Earliest  Expiry date
 2007 and 2006 price (p) exercise date
Lord Parkinson 221,885	 1.8	 07 /01/03	 07 /01/10
Lord Parkinson 203,178	 43.3	 23/12/02	 23/12/09
Joe McNally 50 ,000	 337 .5	 01/11/03	 01/11/10
Charles Scott 50 ,000	 327 .5	 02/01/04	 02/01/11
The 	 mark et 	 price 	 o f 	 the 	 C ompan y’ s 	 shar es 	 a t 31 	 Mar ch 	2007 	 w as 38.0 p 	 (2006: 	40.5 p ) 	 a n d 	 t h e 	 r a n g e 	 d u r i n g 	 t h e 	 y e a r 	 t h e n	
ended 	 w as 	34.5 p 	 to 	44.0 p.
Joe	McNally
Non-E x ecutiv e	Dir ec tor
29	June	2007
Set 	 out 	 below 	 ar e 	 details 	 o f 	 shar e 	 options 	 tha t 	 ha v e 	 been 	 gr an ted 	 to 	 e x ecutiv e 	 and 	 non- e x ecutiv e 	 Dir ec tors InTechnology plc Annual Report and Financial Statements 2007
25
Independent auditors’ report to the 
members of InT echnology plc
for the year ended 	 31 	March 	 2007
W e	ha v e	audited	 the	gr oup	
and	par en t 	c ompan y	financial	
sta temen ts	(the	 “ financial	
sta temen ts”)	o f	InT echnolog y	
plc	f or	 the	y ear	ended	31	
Mar ch 2007	which	c omprise	
the	C onsolida ted	pr o fit 	and	
loss	ac c oun t, 	 the	Sta temen t 	
o f	Gr oup	 total	r ec ognised	
g ains	and	losses , 	 the	Note	o f	
Gr oup	historical	c ost 	losses , 	 the	
R ec oncilia tion	o f	mo v emen ts	in	
Gr oup	shar eholders’ 	funds , 	 the	
Gr oup	and	C ompan y	balance	
sheets , 	 the	C onsolida ted	cash	
flow	sta temen t, 	 the	Ac c oun ting	
policies	and	 the	r ela ted	notes. 	
These	financial	sta temen ts	
ha v e	been	pr epar ed	under	 the	
ac c oun ting	policies	set 	out 	
ther ein. 	 W e	ha v e	also	audited	
the	inf orma tion	in	 the	Dir ec tors’ 	
R emuner a tion	r epor t 	 tha t 	is	
described	as	ha ving	been	audited.
R espec tiv e	r esponsibilities	
o f	dir ec tors	and	auditors
The	dir ec tors’ 	r esponsibilities	
f or	pr eparing	 the	Annual	R epor t 	
and	 the	financial	sta temen ts	
in	ac c or dance	with	applicable	
la w	and	United	Kingdom	
Ac c oun ting	Standar ds	(United	
Kingdom	Gener ally	Ac cepted	
Ac c oun ting	Pr ac tice)	ar e	set 	out 	
in	 the	Sta temen t 	o f	Dir ec tors’ 	
R esponsibilities. 	 The	dir ec tors	ar e	
also	r esponsible	f or	pr eparing	 the	
Dir ec tors’ 	R emuner a tion	r epor t .
O u r 	 r e s p o n s i b i l i t y 	 i s 	 t o 	 a u d i t 	 t h e	
fi n a n c i a l 	 s t a t e m e n t s 	 a n d 	 t h e 	 p a r t s	
of 	 the 	 Dir ec tors’ 	 R emuner a tion	
r e p o r t 	 t o 	 b e 	 a u d i t e d 	 i n	
a c c o r d a n c e 	 w i t h 	 r e l e v a n t 	 l e g a l	
a n d 	 r e g u l a t o r y 	 r e q u i r e m e n t s	
a n d 	 I n t e r n a t i o n a l 	 S t a n d a r d s 	 o n	
A uditing 	 (U K 	 and 	 Ir eland). 	 This	
r epor t, 	 including 	 the 	 opinion, 	
h a s 	 b e e n 	 p r e p a r e d 	 f o r 	 a n d 	 o n l y	
f o r 	 t h e 	 c o m p a n y ’ s 	 m e m b e r s 	 a s 	 a	
b o d y 	 i n 	 a c c o r d a n c e 	 w i t h 	 S e c t i o n	
235 	 of 	 the 	 C ompanies 	 Ac t 	1985	
a n d 	 f o r 	 n o 	 o t h e r 	 p u r p o s e . 	 W e 	 d o	
not, 	 in 	 giving 	 this 	 opinion, 	 ac cept 	
or 	 assume 	 r esponsibility 	 f or 	 an y	
other 	 purpose 	 or 	 to 	 an y 	 other	
person 	 to 	 whom 	 this 	 r epor t 	 is	
shown 	 or 	 in to 	 whose 	 hands 	 it 	 ma y	
c ome 	 sa v e 	 wher e 	 e xpr essly 	 agr eed	
b y 	 our 	 prior 	 c onsen t 	 in 	 writing .
W e	r epor t 	 to	y ou	our	opinion	
as	 to	whether	 the	financial	
sta temen ts	giv e	a	 true	and	f air	
view	and	whether	 the	par ts	o f	
the	Dir ec tors’ 	R emuner a tion	
r epor t 	 to	be	audited	ar e	pr operly	
pr epar ed	in	ac c or dance	with	 the	
C ompanies	Ac t 	1985. 	 W e	r epor t 	
to	y ou	whether	in	our	opinion	
the	inf orma tion	giv en	in	 the	
Dir ec tors’ 	R epor t 	is	c onsisten t 	
with	 the	financial	sta temen ts. 	
The	inf orma tion	giv en	in	 the	
Dir ec tors’ 	r epor t 	includes	 tha t 	
specific	inf orma tion	pr esen ted	
in	 the	Chief	E x ecutiv e	O f ficer’ s	
r epor t 	and	 the	F inancial	r e view	
tha t 	is	cr oss	r ef err ed	fr om	 the	
Business	R e view	sec tion	o f	 the	
Dir ec tors’ 	R epor t . 	 W e	also	r epor t 	
to	y ou	if , 	in	our	opinion, 	 the	
c ompan y	has	not 	k ept 	pr oper	
ac c oun ting	r ec or ds , 	if	w e	ha v e	
not 	r eceiv ed	all	 the	inf orma tion	
and	e xplana tions	w e	r equir e	
f or	our	audit, 	or	if	inf orma tion	
specified	b y	la w	r eg ar ding	
dir ec tors’ 	r emuner a tion	and	other	
tr ansac tions	is	not 	disclosed. InTechnology plc Annual Report and Financial Statements 2007
26
W e 	 r e a d 	 o t h e r 	 i n f o r m a t i o n	
c on tained 	 in 	 the 	 Annual 	 R epor t, 	
a n d 	 c o n s i d e r 	 w h e t h e r 	 i t 	 i s	
c onsisten t 	 with 	 the 	 audited	
fi n a n c i a l 	 s t a t e m e n t s . 	 T h i s 	 o t h e r	
i n f o r m a t i o n 	 c o m p r i s e s 	 o n l y 	 t h e	
C h a i r m a n ’ s 	 i n t r o d u c t i o n , 	 C h i e f	
E x e c u t i v e 	 O f fi c e r ’ s 	 r e p o r t , 	 t h e	
F inancial 	 r e view , 	 the 	 Manag emen t 	
T e a m , 	 t h e 	 D i r e c t o r s ’ 	 r e p o r t , 	 t h e	
C orpor a te 	 Go v ernance 	 r epor t 	
and 	 the 	 unaudited 	 par t 	 o f 	 the	
Dir ec tors’ 	 R emuner a tion 	 r epor t . 	
W e 	 c o n s i d e r 	 t h e 	 i m p l i c a t i o n s 	 f o r	
our 	 r epor t 	 if 	 w e 	 bec ome 	 a w ar e	
o f 	 a n y 	 a p p a r e n t 	 m i s s t a t e m e n t s	
o r 	 m a t e r i a l 	 i n c o n s i s t e n c i e s 	 w i t h	
t h e 	 fi n a n c i a l 	 s t a t e m e n t s . 	 O u r	
r esponsibilities 	 do 	 not 	 e xtend 	 to	
an y 	 other 	 inf orma tion.
Basis	o f	audit 	opinion
W e	c onduc ted	our	audit 	in	
ac c or dance	with	In terna tional	
Standar ds	on	A uditing	(U K	and	
Ir eland )	issued	b y	 the	A uditing	
Pr ac tices	Boar d. 	An	audit 	includes	
e x amina tion, 	on	a	 test 	basis , 	o f	
e vidence	r ele v an t 	 to	 the	amoun ts	
and	disclosur es	in	 the	financial	
sta temen ts	and	 the	par ts	o f	 the	
Dir ec tors’ 	R emuner a tion	r epor t 	
to	be	audited. 	It 	also	includes	an	
assessmen t 	o f	 the	significan t 	
estima tes	and	judgmen ts	made	
b y	 the	 dir ec tors	 in	 the	 pr epar a tion	
o f	 the	financial	sta temen ts , 	
and	o f	whether	 the	ac c oun ting	
policies	ar e	appr opria te	 to	
the	gr oup’ s	and	c ompan y’ s	
cir cumstances , 	c onsisten tly	
applied	and	adequa tely	disclosed.
W e	planned	and	per f ormed	
our	audit 	so	as	 to	obtain	all	 the	
inf orma tion	and	e xplana tions	
which	w e	c onsider ed	necessar y	in	
or der	 to	pr o vide	us	with	suf ficien t 	
e vidence	 to	giv e	r easonable	
assur ance	 tha t 	 the	financial	
sta temen ts	and	 the	par ts	o f	 the	
Dir ec tors’ 	R emuner a tion	R epor t 	 to	
be	audited	ar e	fr ee	fr om	ma terial	
missta temen t, 	whether	caused	
b y	fr aud	or	other	irr egularity	or	
err or . 		In	f orming	our	opinion	
w e	also	e v alua ted	 the	o v er all	
adequacy	o f	 the	pr esen ta tion	
o f	inf orma tion	in	 the	financial	
sta temen ts	and	 the	par ts	o f	 the	
Dir ec tors’ 	R emuner a tion	R epor t 	 to	
be	audited.
Opinion
In	our	opinion:
•	 the	financial	sta temen ts	
giv e	a	 true	and	f air	view , 	
in	ac c or dance	with	United	
Kingdom	Gener ally	Ac cepted	
Ac c oun ting	Pr ac tice, 	o f	 the	
sta te	o f	 the	gr oup’ s	and	 the	
par en t 	c ompan y’ s	af f airs	as	
at 	31	Mar ch	2007	and	o f	 the	
gr oup’ s	loss	and	cash	flow s	f or	
the	y ear	 then	ended;
•	 the	financial	sta temen ts	and	
the	par ts	o f	 the	Dir ec tors’ 	
R emuner a tion	r epor t 	 to	be	
audited	ha v e	been	pr operly	
pr epar ed	in	ac c or dance	with	
the	C ompanies	Ac t 	1985; 	and
•	 the	inf orma tion	giv en	in	 the	
Dir ec tors’ 	R epor t 	is	c onsisten t 	
with	 the	financial	sta temen ts.
Pricew a terhouseC oopers	LLP
Char ter ed	Ac c oun tan ts	and	
R egister ed	A uditors
L eeds
29	June	2007 InTechnology plc Annual Report and Financial Statements 2007
27
Consolidated profit and loss account 
for the year ended 31 March 2007
   2007	 2006
    (Restated)
  Note £’000	 £’000
Turnover
Continuing operations
 - Existing  29 ,203	 25 ,334
 - Acquisitions  3, 790	 -
Discontinued operations  153,030	 259 ,395
   186,023	 284, 729
Less: Share of turnover of associate  (13)	 -
Group turnover 1	 186,010	 284, 729
Cost of sales 2	 (148,632)	 (235 ,656)
Gross profit  37 ,378	 49 ,073
Net operating expenses before depreciation, amortisation of goodwill
and exceptional items  (28,115)	 (39 ,623)
Depreciation  (4,805)	 (5 , 716)
Amortisation of goodwill  (3,994)	 (4, 732)
Exceptional costs of reorganisation:
 - Continuing operations  -	 (950)
 - Discontinued operations  -	 (4,541)
Net operating expenses 2	 (36,914)	 (55 ,562)
Group operating profit/(loss)
Continuing operations  (804)	 (1,532)
Acquisitions  (60)	 -
Discontinued operations  1,328	 (4,957)
Group operating profit/(loss) 1	 4 64	 (6, 489)
Share of operating loss of associate  (781)	 -
Total operating loss  (317)	 (6, 489)
Loss on sale of business assets 3	 (5 , 752)	 -
Loss on sale of subsidiary undertakings 3	 (373)	 (3,661)
Net interest payable
 - Group 4	 (1,164)	 (2,226)
 - Associate  17	 -
Loss on ordinary activities before taxation  (7 ,589)	 (12,37 6)
Tax on loss on ordinary activities  (1,34 7)	 530
Tax on sale of business assets  (6,999)	 -
  6	 (8,34 6)	 530
Loss sustained for the financial year  (15 ,935)	 (11,84 6)
Loss per share (pence)
Basic and diluted 8	 (11.23)	 (8.39) InTechnology plc Annual Report and Financial Statements 2007
28
Statement of Group total recognised 
gains and losses for the year ended 31 March 2007 
   2007	 2006
    (Restated)
   £’000	 £’000
Loss sustained for the financial year
 - Group  (15 ,171)	 (11,84 6)
 - Associate  (7 64)	 -
   (15 ,935)	 (11,84 6)
Prior year adjustment - FRS 20 ‘Share-based Payment’  (407)	 -
Total recognised gains and losses since last annual report  (16,342)	 (11,84 6)
Note of Group historical cost losses
for the year ended 31 March 2007 
   2007	 2006
    (Restated)
   £’000	 £’000
Reported loss on ordinary activities before taxation  (7 ,589)	 (12,37 6)
Difference between historical cost depreciation charge and the actual depreciation charge for 
 the year calculated on the revalued amount  51	 108
Historical cost loss on ordinary activities before taxation  (7 ,538)	 (12,2 68)
Historical cost loss for the year retained after taxation  (15 ,884)	 (11, 738) InTechnology plc Annual Report and Financial Statements 2007
29
Reconciliation of movements in 
Group shareholders’ funds
for the year ended 31 March 2007
   2007	 2006
    (Restated)
  Note £’000	 £’000
Loss sustained for the financial year  (15 ,935)	 (11,84 6)
Employee share option adjustment  248	 264
Proceeds of ordinary share capital issued  8	 -
Premium on ordinary share capital issued  175	 -
Net change in shareholders’ funds  (15 ,504)	 (11,582)
Opening shareholders’ funds (as previously reported) 20	 78,913	 90 ,57 4
Prior year adjustment - FRS 20 ‘Share-based Payment’  17 4	 95
Opening shareholders’ funds (restated) 20	 79 ,087	 90 ,669
Closing shareholders’ funds 20	 63,583	 79 ,087 InTechnology plc Annual Report and Financial Statements 2007
30
  Group Company
   2007	 2006	 2007	 2006
    (Restated)  (Restated)
  Note £’000	 £’000	 £’000	 £’000
Fixed assets
Intangible assets 9	 38,027	 65 ,104	 30 ,393	 66,084
Tangible assets 10	 9 ,611	 10 , 424	 8,982	 10 , 422
Investment in subsidiary and associate undertakings 11	 -	 -	 14,188	 7 ,049
Interest in associate 11	 3,301	 -	 -	 -
   50 ,939	 75 ,528	 53,563	 83,555
Current assets
Stocks 12	 92	 6,622	 41	 6,622
Debtors
 - due after more than one year 13	 -	 -	 1, 455	 1, 455
 - due within one year 13	 16,863	 88,518	 17 , 411	 89 ,075
   16,863	 88,518	 18,866	 90 ,530
Cash at bank and in hand  12, 782	 12, 719	 12, 723	 12,661
   29 , 737	 107 ,859	 31,630	 109 ,813
Creditors - amount falling due within one year 14	 (16, 499)	 (100 ,285)	 (11,939)	 (100 , 787)
Net current assets  13,238	 7 ,57 4	 19 ,691	 9 ,02 6
Total assets less current liabilities 	 64,177	 83,102	 73,254	 92,581
Creditors - amounts falling due after more than one year 15	 (594)	 (4,015)	 (8,944)	 (12,525)
Net assets  63,583	 79 ,087	 64,310	 80 ,056
Capital and reserves
Called up share capital 18	 &	 20	 1,899	 1,891	 1,899	 1,891
Share premium account 20	 188,843	 188,668	 188,843	 188,668
Revaluation reserve 20	 1,595	 1,64 6	 1,595	 1,64 6
Share option reserve 20	 829	 581	 829	 581
Profit and loss account 20	 (129 ,583)	 (113,699)	 (128,856)	 (112, 730)
Shareholders’ funds  63,583	 79 ,087	 64,310	 80 ,056
The financial statements on pages 	 27 to 61 were approved by the Board of Directors on 29 June 2007 and were signed on its 
behalf by:
Andrew Kaberry
Finance Director
Balance sheets
as at 31 March 2007 InTechnology plc Annual Report and Financial Statements 2007
31
Consolidated cash flow statement
for the year ended 31 March 2007 
   2007	 2006
  Note £’000	 £’000
Net cash inflow from operating activities 21	 12, 437	 10 ,66 7
Returns on investments and servicing of finance
Interest received  204	 92
Interest element of finance lease payments  (194)	 (232)
Interest paid  (1,07 4)	 (2,008)
Net cash outflow from returns on investments and servicing of finance  (1,064)	 (2,148)
Taxation paid  (4,990)	 (822)
Capital expenditure and financial investment
Purchase of tangible fixed assets  (3,145)	 (2,077)
Sale of business assets  39 ,998	 -
Sale of tangible fixed assets  72	 6 7
Net cash inflow/(outflow) from capital expenditure and financial investment  36,925	 (2,010)
Acquisitions and disposals
Purchase of subsidiary undertakings 11	 (3,000)	 -
Borrowings acquired with subsidiary undertakings  (5 ,143)	 -
Sale of subsidiary undertakings  4,630	 -
Cash disposed of on sale of subsidiary undertakings  -	 (2,185)
Investment in associated undertaking 11	 (4,000)	 -
Net cash outflow for acquisitions and disposals  (7 ,513)	 (2,185)
Net cash inflow before financing  35 , 795	 3,502
Financing
Issue of ordinary share capital  183	 -
Capital element of finance lease payments  (1, 457)	 (1, 706)
Net (decrease)/increase in borrowings  (34, 455)	 431
Net cash outflow from financing  (35 , 729)	 (1,275)
    
Increase in cash in the year 22	 &	 23	 66	 2,227 InTechnology plc Annual Report and Financial Statements 2007
32
Accounting policies
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain 
tangible fixed assets, in accordance with the Companies Act 1985 and applicable Accounting Standards in the United 
Kingdom. A summary of the main accounting policies which have been applied consistently (except as explained below) is 
set out as follows.
Chang es	in	ac c oun ting	policies
The Group has adopted FRS 20, ‘Share-based Payment’. The adoption of this standard represents a change in accounting 
policy and the comparative figures have been restated accordingly. The effects of the change on net operating expenses and 
the tax credit for the year ended 31 March	2006 are summarised as follows:
The Group operates a number of equity-settled, share-based compensation plans. The fair value of the employee services 
received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the 
vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market 
vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included 
in assumptions about the number of options that are expected to vest. At each balance sheet date, the group revises 
its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original 
estimates, if any, in the profit and loss account, with a corresponding adjustment to equity. The proceeds received net 
of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the 
options are exercised.
   Net operating
   expenses Tax credit
   £’000	 £’000
Year ended 31 March 2006
As previously stated  (55 ,298)	 451
Restated  (55 ,562)	 530	
The net effect of the change in policy in the year ended 31 March 2006 is to increase net operating expenses by £264,000, 
increase the tax credit on the loss on ordinary activities by £79 ,200 and increase the loss sustained for the financial year by 
£184,800.
The cumulative effect of implementing the policy is to increase Group reserves at	31 March 2006 by £17 4,000 (2005: 
£95 ,000). The changes are summarised as follows:
  Share option Profit and Shareholders’
  reserve loss funds
  £’000	 £’000	 £’000
Year ended 31 March 2006
As previously stated -	 (112,389)	 79 ,816
Restated 581	 (112, 796)	 79 ,990 
Year ended 31 March 2005
As previously stated -	 (100 ,836)	 91, 4 77
Restated 317	 (101,058)	 91,572 InTechnology plc Annual Report and Financial Statements 2007
33
Basis	o f	c onsolida tion
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 in the company and 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.
T angible	fix ed	assets
The cost of tangible fixed assets is their purchase cost with the exception of freehold land & buildings (which are held at 
valuation), 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% to 25%
Leasehold improvements   20%
Office fixtures and fittings   10% to 50%
Vehicles and computer equipment   20% to 50%
Freehold land is not depreciated
Surpluses arising on the revaluation of tangible fixed assets are credited to a revaluation reserve. On subsequent disposal of 
a revaluated asset, the revaluation surplus relating to this asset is transferred to the profit and loss account reserve.
The Directors review tangible fixed assets for impairment if events or changes in circumstances indicate that the carrying 
value may not be recoverable.
In v estmen ts
Investments in subsidiary undertakings are stated at cost less any provision for impairment.
Accounting policies continued Accounting policies continued Accounting policies continued InTechnology plc Annual Report and Financial Statements 2007
34
St ock s
Stocks are stated at the lower of cost and net realisable value. Provisions are made for obsolete, slow-moving and defective 
items where appropriate.
R e v enue	r ec ognition
The Group only recognises revenue on the sale of equipment when the goods are received by the customer and when there 
are no unfulfilled obligations that affect the customer’s final acceptance of the equipment. Service revenues are recognised 
over the period to which the service relates. Unrecognised service revenue and associated costs of sale are included as 
deferred income and deferred cost respectively in the balance sheet.
F or eign	curr encies
Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of the transaction. Monetary 
assets and liabilities denominated in foreign currencies are translated to sterling at the exchange rates ruling at the 
balance sheet date.
The results of overseas subsidiary undertakings are translated at the average exchange rate for the year. The assets and 
liabilities of such undertakings are translated at year end exchange rates. Any resulting exchange differences are taken to 
reserves and are reported in the statement of total recognised gains and losses. Exchange differences arising on borrowings 
in foreign currency financing overseas investments are taken to reserves to the extent they offset exchange differences in 
the investment.
All other exchange differences are taken to the profit and loss account.
L ease	agr eemen ts
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 shorter of the lease term and 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. InTechnology plc Annual Report and Financial Statements 2007
35
Def err ed	 tax a tion
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 or right to 
pay less tax, in the future as a result of the reversal of those timing differences. Deferred tax is not provided where a timing 
difference arises from the revaluation of fixed assets for which there is no binding agreement to sell.
Deferred tax assets are recognised to the extent that they are considered more likely than not to be recoverable in the 
foreseeable future. Deferred tax assets and liabilities are not discounted.
R esear ch	and	de v elopmen t
Research and development expenditure is written off to the profit and loss account as incurred.
P ension	c osts
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 on 
an accruals basis. The Company provides no other post-retirement benefits to its employees and directors.
Shar e	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. In addition the Group operates a SAYE scheme that is offered on similar terms to all employees.
The fair value of options granted after 1 April 2003 is recognised as an employee expense with a corresponding increase 
in equity. The fair value is measured at grant date and spread over the period during which the employees become 
unconditionally entitled to the options. The fair value of the options granted is measured using an option pricing model, 
taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense 
is adjusted to reflect the actual number of share options that vest except where variations are due only to share prices not 
achieving the threshold for vesting.
Debt 	issue	c osts
Debt issue costs are capitalised and offset against the loans to which they relate. The costs are amortised over the term of 
the loan.
Accounting policies continued InTechnology plc Annual Report and Financial Statements 2007
36
1	 Segmen tal	inf orma tion
  Turnover Turnover Operating profit/(loss)
  by by by
  destination source source
  2007	 2006	 2007	 2006	 2007	 2006
       (Restated)
  £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Geographical analysis
United Kingdom 185 ,911	 210 ,944	 186,023	 214,966	 (317)	 (1,149)
Continental Europe 102	 72, 488	 -	 69 , 7 63	 -	 (5 ,340)
North America 10	 555	 -	 -	 -	 -
South and Central American -	 151	 -	 -	 -	 -
Africa -	 455	 -	 -	 -	 -
Asia  -	 136	 -	 -	 -	 -
Total
 - Group 186,010	 284, 729	 186,010	 284, 729	 4 64	 (6, 489)
 - Associate 13	 -	 13	 -	 (781)	 -
  186,023	 284, 729	 186,023	 284, 729	 (317)	 (6, 489)
  Turnover Operating profit/(loss)
  Before goodwill After goodwill
  amortisation  amortisation
  and exceptional items and exceptional items
  2007	 2006	 2007	 2006	 2007	 2006
     (Restated)  (Restated)
  £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Business analysis
Continuing operations
 - Managed Services
  - Group 32,980	 25 ,334	 1,503	 1,699	 (864)	 (1,532)
  - Associate 13	 -	 (668)	 -	 (781)	 -
Discontinued operations
 - Specialist Distribution 153,030	 259 ,395	 2,955	 2,035	 1,328	 (4,957)
Total   186,023	 284, 729	 3, 790	 3, 734	 (317)	 (6, 489)
Notes to the financial statements
for the year ended 31 March 2007
V oic e Da ta Netw ork InTechnology plc Annual Report and Financial Statements 2007
37
1	 Segmen tal	inf orma tion	c on tinued
Net assets/(liabilities) Including goodwill Excluding goodwill
  2007	 2006	 2007	 2006
   (Restated)  (Restated)
  £’000	 £’000	 £’000	 £’000
Geographical analysis
United Kingdom 65 ,656	 79 ,210	 27 ,629	 14,106
Continental Europe (118)	 (123)	 (118)	 (123)
Middle East (1,955)	 -	 (1,955)	 -
Total
 - Group 62,812	 79 ,087	 24, 785	 13,983
 - Associate 771	 -	 771	 -
  63,583	 79 ,087	 25 ,556	 13,983
Business analysis
Continuing operations
 - Managed Services (excluding cash)
  - Group 50 ,964	 22,065	 12,937	 (10 ,608)
  - Associate (163)	 -	 (163)	 -
Discontinued operations
 - Specialist Distribution (excluding cash) -	 44,303	 -	 11,872
  50 ,801	 66,368	 12, 77 4	 1,264
Cash 12, 782	 12, 719	 12, 782	 12, 719
Total 
 - Group 62,812	 79 ,087	 24, 785	 13,983
 - Associate 771	 -	 771	 -
  63,583	 79 ,087	 25 ,556	 13,983
Analyses by business are based on the Group’s management structure. Turnover between segments is immaterial.
The segmental analysis above excludes net interest payable of £1,164,000 (2006: £ 2,226,000) which is not analysed by 
business segment.
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
38
2	 C ost 	o f	sales , 	gr oss	pr o fit 	and	administr a tiv e	e xpenses
    2007	 	 	 2006
 Continuing Acquisitions Discontinued Total Continuing Discontinued Total
     (Restated) (Restated) (Restated)
 £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Turnover 29 ,203	 3, 777	 153,030 186,010 25 ,334	 259 ,395	 284, 729
Cost of sales (9 ,059)	 (2, 738)	 (136,835) (148,632) (6, 733)	 (228,923)	 (235 ,656)
Gross profit 20 ,144	 1,039	 16,195 37 ,378 18,601	 30 , 4 72	 49 ,073
Administrative expenses (14,599)	 (850)	 (12,666) (28,115) (12,206)	 (27 , 417)	 (39 ,623)
Depreciation (4,069)	 (162)	 (57 4) (4,805) (4,696)	 (1,020)	 (5 , 716)
Amortisation of goodwill (2,280)	 (87)	 (1,627) (3,994) (2,281)	 (2, 451)	 (4, 732)
Exceptional costs of 
reorganisation -	 -	 - - (950)	 (4,541)	 (5 , 491)
Net operating expenses (20 ,948)	 (1,099)	 (14,86 7) (36,914) (20 ,133)	 (35 , 429)	 (55 ,562)
Group operating profit/(loss) (804)	 (60)	 1,328 4 64 (1,532)	 (4,957)	 (6, 489)
3	 L oss	on	sale	o f	business	assets	and	subsidiaries
  2007	 2006
	 	 £’000	 £’000
Cash proceeds 41,000	 -
Less: Net assets disposed with distribution business (15 ,582)	 -
Costs associated with the disposal (305)	 -
Accelerated employee share option adjustments (61)	 -
Gain on disposal of net tangible assets 25 ,052	 -
Goodwill disposed with distribution business (30 ,804)	 -
Loss on sale of business assets (5 , 752)	 -
Taxation (6,999)	 -
Loss on sale of subsidiary undertakings (373)	 (3,661)
On 29 December 2006 the Group sold the trade, net tangible assets and goodwill of its United Kingdom distribution 
business for a consideration of £41,000 ,000 in cash. £1,000 ,000 of the consideration remains unpaid at the year end and will 
be paid on agreement of the completion accounts. The sale resulted in a loss on disposal of £5 , 752,000 but because goodwill 
is not an allowable cost for taxation purposes there is a corporation tax charge on disposal of £6,999 ,000.
On 	 31 March 2006 the Group had substantially sold its European operations which resulted in a provisional loss on  
disposal of € 5 ,246,000 (£ 3,661,000) dependent on collection of debtors and the fair valuation of stock to be finalised on  
31 March 2007. An additional loss on sale of subsidiary undertakings of £ 373,000 has been recognised on the disposal of 
the European operations.
As a result of the material change in the nature and focus of the Group’s operations that this disposal represented, the 
UK Distribution operations have been shown as discontinued operations in the financial statements (2006: the European 
operations were classified as discontinued operations).
Cost of sales attributed to continuing operations were £11, 797 ,000 and discontinued operations were £136,835 ,000. Net 
operating expenses attributed to continuing operations were £22,04 7 ,000 and discontinued operations were £14,86 7 ,000. InTechnology plc Annual Report and Financial Statements 2007
39	 	
4	 Net 	in ter est 	pa y able
  2007	 2006
	 	 £’000	 £’000
Interest payable on bank loans and overdrafts (2)	 (7 6)
Interest payable on other loans (1,072)	 (1,935)
Amortisation of debt issue costs (100)	 (75)
Interest payable on finance leases (194)	 (232)
  (1,368)	 (2,318)
Bank interest receivable 204	 92
Net interest payable (1,164)	 (2,22 6)
5	 L oss	on	or dinar y	ac tivities	bef or e	 tax a tion
  2007	 2006
	 	 £’000	 £’000
Loss on ordinary activities before taxation is stated after charging/(crediting):
Staff costs (note	 26) 15 , 453	 25 , 4 75
Depreciation of owned tangible fixed assets (n0te 10) 3,517	 4,311
Depreciation of leased tangible fixed assets (note 10) 1,288	 1, 405
Exceptional costs or reorganisation - fixed asset depreciation -	 332
Amortisation of goodwill (note 9) 3,994	 4, 732
Other operating lease rentals 2,343	 4,038
Exceptional operating lease rentals -	 1,180
Net exchange loss on foreign currency borrowings -	 5
(Profit)/loss on disposal of tangible fixed assets (36)	 331
Services provided by the group’s auditor and network firms
During the year the group obtained the following services from the group’s auditor at costs as detailed below:
  2007	 2006
	 	 £’000	 £’000
Fees payable to company auditor for the audit of parent company and consolidated accounts 70	 14 7
Non-audit services
Fees payable to the company’s auditor and its associates for other services:
Other services pursuant to legislation 9	 9
Tax services 84	 33
Other services 12	 6
  175	 195
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
40
6	 T ax	on	loss	on	or dinar y	ac tivities
  2007	 2006
   (Restated)
  £’000	 £’000
Tax charge comprises:
United Kingdom corporation tax at 30% (2006: 30%)
Current (8,136)	 (600)
Over provision in respect of prior years -	 207
UK current tax (8,136)	 (393)
Overseas current tax -	 (62)
Overseas over provision in respect of prior years -	 7
Total current tax (8,136)	 (448)
Deferred tax current year - origination and reversal of timing differences (75)	 32
Deferred tax in respect of prior years (135)	 94 6
  (8,34 6)	 530
The tax charge is higher (2006: higher) than the standard rate of corporation tax in the UK. The differences are explained as 
follows:
  2007	 2006
   (Restated)
  £’000	 £’000
Loss on ordinary activities before taxation (7 ,589)	 (12,37 6)
At standard rate of corporation tax of	 30% (2006: 30%) (2,277)	 (3, 713)
Effects of:
Amortisation of goodwill 1,232	 1, 409
Expenses not deductible for tax purposes -	 3
Adjustment to tax charge in respect of previous periods -	 (214)
Capital allowances for year lower than depreciation 275	 489
Other permanent differences 2,094	 4 73
Deferred tax not recognised 197	 879
Taxable gain on disposal of distribution business 6,999	 1,104
Disallowable exceptional costs -	 4 75
Utilisation of losses (384)	 (536)
Prior year adjustment  -	 79
Other timing differences -	 -
  8,136	 448
At	 31	March 2007, the Group had accumulated tax losses of £17 ,000 ,000 ( 2006: £1,188,000) which should be available for offset 
against future trading profits of certain Group operations. InTechnology plc Annual Report and Financial Statements 2007
41
7	 L oss	 o f	 the	 holding	 c ompan y
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 2007	was £16,177 ,000 ( 2006: £11,980 ,000).
8	 L oss	per	shar e
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of £15 ,935 ,000 ( 2006: £11,84 6,000) 
by the weighted average number of ordinary shares in issue during the year of 141,885 , 401 (2006 : 	 141,111,944).
The adjusted basic earnings per share has been calculated to provide a better understanding of the underlying performance of 
the Group as follows:
  2007	 2006
  Basic and diluted Basic and diluted
  (Loss)/ (Loss)/ (Loss)/ (Loss)/
  earnings earnings earnings earnings
   per share  per share
    (Restated) (Restated)
  £’000 pence £’000 pence
Loss attributable to ordinary shareholders
 - Continuing operations (4,139)	 (2.92)	 (6,889)	 (4.88)
 - Discontinued operations (11, 796)	 (8.31)	 (4,957)	 (3.51)
Total loss attributable to ordinary shareholders (15,935)	 (11.23)	 (11,846)	 (8.39)
Employee share option adjustment 131	 0 .09	 185	 0 . 13
Amortisation of goodwill 2, 796	 1.97	 3,312	 2.35
Exceptional costs of reorganisation -	 -	 5 , 491	 3.89
Loss on sale of business assets (note 3) 5 , 734	 4.04	 -	 -
Tax on sale of business assets (note 3) 6,999	 4.93	 -	 -
Loss on sale of subsidiary undertakings (note 3) 373	 0 .26	 3,661	 2.59
Share of operating loss of associate 7 64	 0 .54	 -	 -
Adjusted basic earnings per share 862	 0 .61	 803	 0 .57
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 22 ‘Earnings per share’.
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
42
9	 In tangible	fix ed	assets
  Goodwill
  £’000
Group
Cost
At 1 April 2006 169 ,119
Additions (note 24) 7 , 721
Disposals (43,217)
At 31	March 2007 133,623
Amortisation
At 1	April 2006 104,015
Charge for the year 3,994
Disposals (12, 413)
At 31 March 2007 95 ,596
Net book amount at 31 March 2007 38,027
Net book amount at 31	March 2006 65 ,104
  Goodwill
  £’000
Company
Cost
At 1	April 2006 168,518
Disposals (42,616)
At 31 March 2007 125 ,902
Amortisation
At 1 April 2006 102, 434
Charge for the year 4,009
Disposals (10 ,934)
At 31 March 2007 95 ,509
Net book amount at 31 March 2007 30 ,393
Net book amount at 31 March 2006 66,084 InTechnology plc Annual Report and Financial Statements 2007
43
10	 T angible	fix ed	assets
  Freehold Leasehold Office Vehicles & Total
  land & improvements fixtures & computer
  buildings  fittings equipment
  £’000	 £’000	 £’000	 £’000	 £’000
Group
Cost or valuation
At 1	April 2006 3,850	 1,862	 1,324	 27 , 77 4	 34,810
Acquisitions -	 -	 73	 7 ,371	 7 , 444
Additions 7	 659	 35	 3, 408	 4,109
Disposals (1)	 (990)	 (852)	 (14,218)	 (16,061)
At 31 March 2007 3,856	 1,531	 580	 24,335	 30 ,302
Accumulated depreciation
At 1	April 2006 211	 1,543	 1,236	 21,396	 24,386
Acquisitions -	 -	 63	 6,601	 6,664
Charge for the year 154	 211	 59	 4,381	 4,805
Disposals (1)	 (798)	 (837)	 (13,528)	 (15 ,164)
At	 31 March 2007 364	 956	 521	 18,850	 20 ,691
Net book amount at 31	March 2007	 3, 492	 575	 59	 5 , 485	 9 ,611
Net book amount at 31 March 2006	 3,639	 319	 88	 6,378	 10 , 424
  Freehold Leasehold Office Vehicles & Total
  land & improvements fixtures & computer
  buildings  fittings equipment
  £’000	 £’000	 £’000	 £’000	 £’000
Company
Cost or valuation
At 1 April 2006	 3,850	 1,862	 1,319	 27 , 4 66	 34, 497 
Additions 7	 659	 33	 3, 401	 4,100
Disposals (1)	 (990)	 (852)	 (14,218)	 (16,061)
At	 31 March 2007	 3,856	 1,531	 500	 16,649	 22,536
Accumulated depreciation
At 1 April 2006	 211	 1,543	 1,236	 21,085	 24,075
Charge for the year 154	 211	 57	 4,221	 4,643
Disposals (1)	 (798)	 (837)	 (13,528)	 (15 ,164)
At 31 March 2007 364	 956	 456	 11, 778	 13,554
Net book amount at 31 March 2007	 3, 492	 575	 44	 4,871	 8,982
Net book amount at 31	March 2006	 3,639	 319	 83	 6,381	 10 , 422
The net book amount of Group and Company tangible fixed assets includes an amount of £1, 723,000 ( 2006: £2,005 ,000) in 
respect of assets held under finance leases.
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
44
10	 T angible	fix ed	assets	c on tinued
Analysis of net book amount of freehold land and buildings
  Group and Company
  2007	 2006
	 	 £’000	 £’000
Freehold land 1,200	 1,200
Freehold buildings 2,292	 2, 439
  3, 492	 3,639
The freehold land and buildings occupied by the Company were revalued by external valuers King Sturge LLP at 31	March 2005 
on the basis of existing use value, in accordance with the Appraisal and Valuation Manual of the Royal Institution of Chartered 
Surveyors in the United Kingdom.
No deferred tax is provided on timing differences arising from the revaluation of fixed assets unless, by the balance sheet date, 
a binding commitment to sell the asset has been entered into and it is unlikely that any gain will be rolled over.
If the assets were stated on a historical cost basis, the amounts would be:
  Group and Company
    2007	 	 	 2006
  Freehold Freehold Total Freehold Freehold Total
  land buildings  land buildings
  £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Cost 339	 2, 416	 2, 755 339	 2, 416	 2, 755
Accumulated depreciation -	 (865)	 (865) -	 (7 62)	 (7 62)
Net book value based on historical cost 339	 1,551	 1,890 339	 1,654	 1,993 InTechnology plc Annual Report and Financial Statements 2007
45
11	 In v estmen ts	 in	 subsidiaries	 and	 associa tes
  Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
Shares in group undertakings
At 1 April -	 -	 7 ,049	 19 ,180
Additions in the year
 Subsidiary:  EEscape Holdings Limited -	 -	 3,07 4	 -
 Associate: Mobile Tornado Group plc -	 -	 4,065	 -
Disposals -	 -	 -	 (12,131)
At 31 March -	 -	 14,188	 7 ,049
Interests in associates
Additions
 - Net assets (1,085)	 -	 -	 -
 - Goodwill 5 ,150	 -	 -	 -
Share of losses suffered (651)	 -	 -	 -
At 31 March
 - Net assets (1, 736)	 -	 -	 -
 - Goodwill 5 ,150	 -	 -	 -
  3, 414	 -	 -	 -
Accumulated amortisation of goodwill
At 1	April -	 -	 -	 -
Charge for the year (113)	 -	 -	 -
At 31	March (113)	 -	 -	 -
Net book amount at 31 March
 - Net assets (1, 736)	 -	 -	 -
 - Goodwill 5 ,037	 -	 -	 -
Total fixed asset investments 3,301	 -	 14,188	 7 ,049
Investments in Group undertakings are stated at cost. As permitted by section	 133 of the Companies Act 1985, where the relief 
afforded under section	 131	of the Companies Act 1985 applies, cost is the aggregate of the nominal value of the relevant 
number of the companies shares and the fair value of any other consideration given to acquire the share capital of the 
subsidiary undertakings. The directors consider that to give full particulars of all subsidiary undertakings would lead to a 
statement of excessive length. A list of principal subsidiary undertakings and associates is given on page 46.
The goodwill arising on the associates acquired is being amortised on a straight-line basis over 20 years. This is the period over 
which the directors estimate that values of the underlying businesses are expected to exceed the values of the underlying assets.
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
46
11	 In v estmen ts	 in	 subsidiaries	 and	 associa tes	 c on tinued
Details of the principal investments at	 31 March	 2007 in which the Group or Company holds more than 20% of the nominal 
value of ordinary share capital are as follows:
Subsidiary Country of Nature of  Year end Group Company
undertakings incorporation business  proportion proportion
 or registration   held held
 EEscape Holdings Limited England Telecoms 31 March 100% 100%
Evoxus Limited England Telecoms 31 March 100% -
Call-Link Communications 
Limited England Telecoms 31 March 100% -
Mobile Tornado Group plc England Telecoms 30 June 43%	 43%
Allasso AG Switzerland Dormant 31 March 100% 100%
Allasso Limited England Dormant 31 March 100% 100%
HOLF Technologies 
Limited England Dormant 31 March 100% 100%
VData Limited England Dormant 31 March 100% 100%
Integrated Technology 
(Europe) Limited England Dormant 31 March 100% 100%
12	 St ock s
  Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
Goods for re-sale 92 6,622 41 6,622
13	 Debt ors
  Group Company
  2007	 2006	 2007	 2006
   (Restated)  (Restated)
  £’000	 £’000	 £’000	 £’000
Amounts falling due after more than one year:
Amounts owed by Group undertakings -	 -	 1, 455	 1, 455
Amounts falling due within one year:
Trade debtors 7 , 434	 57 ,636	 5 ,015	 57 , 4 79
Other debtors 3, 451	 9 ,878	 3, 451	 10 , 781
Deferred tax asset (note 17) 1,968	 2,178	 1,968	 2,178
Corporation tax -	 380	 -	 380
Prepayments and accrued income 3,685	 3,855	 2,948	 3,805
Deferred cost of sales 325	 14,591	 -	 14,257
Amounts owed by Group undertakings -	 -	 4,029	 195
 16,863	 88,518	 17 , 411	 89 ,075
Total 16,863	 88,518	 18,866	 90 ,530
Amounts owed by group undertakings are unsecured. InTechnology plc Annual Report and Financial Statements 2007
47
14	 Cr edit ors	 -	 amoun ts	 f alling	 due	 within	 one	 y ear
  Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
Other borrowings 1,181	 22,040	 -	 22,040
Loan from Peter Wilkinson -	 4,943	 -	 4,943
Obligations under finance leases 691	 1,173	 586	 1,173
Trade creditors 3,66 7	 42,932	 2, 482	 42,840
Corporation tax 2, 7 66	 -	 2, 7 66	 -
Other taxation and social security 904	 4,372	 706	 4,385
Other creditors 210	 1,256	 190	 1,256
Accruals 5 ,885	 6, 4 66	 4, 721	 6,513
Deferred income 1,195	 17 ,103	 488	 16, 728
Amounts owed to Group undertakings -	 -	 -	 909
 16, 499	 100 ,285	 11,939	 100 , 787
15	 Cr edit ors	 -	 amoun ts	 f alling	 due	 af ter	 mor e	 than	 one	 y ear
  Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
Loan from Peter Wilkinson -	 3, 707	 -	 3, 707
Obligations under finance leases 594	 308	 434	 308
Amounts owed to Group undertakings -	 -	 8,510	 8,510
 594	 4,015	 8,944	 12,525
Amounts owed to Group undertakings are unsecured.
Other borrowings and finance leases are repayable as follows:
Other borrowings Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
In one year or less 1,181	 22,040	 -	 22,040
Between one and two years -	 -	 -	 -
 1,181	 22,040	 -	 22,040
Loan from Peter Wilkinson Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
In one year or less -	 5 ,000	 -	 5 ,000
Between one and two years -	 3, 750	 -	 3, 750
Between two and five years -	 -	 -	 -
Unamortised debt issue costs -	 (100)	 -	 (100)
 -	 8,650	 -	 8,650
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
48
15	 Cr edit ors	 -	 amoun ts	 f alling	 due	 af ter	 mor e	 than	 one	 y ear	 c on tinued
Finance Leases Group Company
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
In one year or less 691	 1,173	 586	 1,173
Between one and two years 456	 266	 351	 266
Between two and five years 138	 42	 83	 42
 1,285	 1, 481	 1,020	 1, 481
16	 F inancial	 instrumen ts
The main financial risks faced by the Group include interest rate risk, liquidity risk and foreign currency risk. The Board reviews 
and agrees policies for managing each of these risks.
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. The year end position reflects these policies and there have been no changes in policies or 
risks since the year end.
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 a sterling invoice discounting facility of £1, 750 ,000 with 
Barclays Bank (2006: £ 24, 496,000 with IBM), of which £1,181,000 ( 2006: £19 ,385 ,000) was used as at	 31	March	 2007. This facility 
is provided on a rolling basis and is subject to 3 months notice by either party.
Short term trade debtors and creditors have been excluded from all the following disclosures with the exception of the 
Currency exposure analysis.
Interest rate risk profile of financial assets
The interest rate profile of the financial assets of the Group comprise cash of £12, 782,000 as follows:
  Floating rate
  2007	 2006
	 	 £’000	 £’000
Currency
Sterling 11,853	 11,593
US dollar 7 6	 488
Euro 853	 638
  12, 782	 12, 719
The sterling, US dollar and euro financial assets relate to cash at bank and bear interest based on GBP LIBOR, US dollar LIBOR 
and EURIBOR respectively. There are no fixed rate financial assets (2006: £nil). InTechnology plc Annual Report and Financial Statements 2007
49
16	 F inancial	 instrumen ts	 c on tinued
Interest rate risk profile of financial liabilities
The interest rate profile of the financial liabilities of the Group is as follows;
  Sterling Euro Total
  2007	 2006	 2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Floating rate other borrowings 1,181	 21, 458	 -	 582	 1,181	 22,040
Fixed rate loan from Peter Wilkinson -	 8,650	 -	 -	 -	 8,650
Fixed rate finance leases 1,285	 1, 481	 -	 -	 1,285	 1, 481
Deferred shares 480	 480	 -	 -	 480	 480
Contingent consideration (zero interest) -	 -	 -	 -	 -	 -
Total 2,94 6	 32,069	 -	 582	 2,94 6	 32,651
Weighted average fixed interest rate 10 .84%	 8.6 7%	 -	 -	 10 .84%	 8.6 7%
Weighted average period for which rate is fixed 1.2 years 1.3 years -	 -	 1.2 years 1.3	years
Weighted average period to maturity on which 
no interest is paid -	 -	 -	 -	 -	 -
Financial liabilities include secured finance leases and are detailed in note 15. The floating rate sterling loan bears interest by 
reference GBP LIBOR and is repayable as set out in note 15. 
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:
  2007	 2006
	 	 £’000	 £’000
Expiring within one year 3, 7 69	 5 ,111
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 values of financial assets 
and liabilities as at	 31 March 2007 approximate to the book value at those dates based on comparison with similar instruments 
available from alternative providers.
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
50
16	 F inancial	 instrumen ts	 c on tinued
Currency exposure
The Group seeks to mitigate the effects of the currency exposures arising from its net investments overseas by borrowing as 
far as possible in the same currencies as the operating currencies of its main operating units. Gains and losses arising on net 
investments overseas and the financial instruments used to hedge the currency exposures are recognised in the statement of 
total recognised gains and losses.
The table below shows the extent to which group companies have monetary assets and liabilities in currencies other than 
their local currency. Foreign exchange differences on translation of earnings are taken to the profit and loss account of the 
Group.
  2007	 2006
	 	 £’000	 £’000
Functional currency of operation: Sterling
US dollar (liabilities)/assets (net) (105)	 (2, 795)
Euro assets (net) 829	 20 , 788
  724	 17 ,993
Functional currency of operation: Euro
US dollar liabilities (net) (89)	 (89)
Sterling assets (net) -	 - 
  (89)	 (89)
Hedges
With the exception of the hedging loan explained above the Group does not operate any hedging instruments.
17	 Def err ed	 tax	 asset
 Group and
 Company
 £’000
At 1 April 2006 (as previously reported) 2,004
Prior year adjustment 17 4
At 1 April 2006 (restated) 2,178
Credited to the profit and loss account (note	 6) (210)
At 31 March 2007 1,968
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.  InTechnology plc Annual Report and Financial Statements 2007
51
17	 Def err ed	 tax	 asset 	 c on tinued
The deferred tax asset is included in debtors and is analysed as follows:
Group Amount recognised Amount not recognised
  2007	 2006	 2007	 2006
   (Restated)  (Restated)
  £’000	 £’000	 £’000	 £’000
Depreciation in excess of capital allowances 1, 719	 1, 424	 779	 -
Short term timing differences 249	 389	 53	 -
Pensions -	 9	 3	 -
Losses carried forward -	 356	 5 , 404	 -
  1,968	 2,178	 6,239	 -
Company Amount recognised Amount not recognised
  2007	 2006	 2007	 2006
   (Restated)  (Restated)
  £’000	 £’000	 £’000	 £’000
Depreciation in excess of capital allowances 1, 719	 1, 424	 -	 -
Short term timing differences 249	 389	 -	 -
Pensions -	 9	 -	 -
Losses carried forward -	 356	 -	 -
  1,968	 2,178	 -	 -
No provision has been made for deferred tax on revalued property. The tax on the gains arising would only become payable if 
the property were sold without rollover relief being available. The tax which would be payable under such circumstances is 
estimated to be £526,000 ( 2006: £ 526,000). These assets are expected to be used in the continuing operations of the business 
and, therefore, no tax is expected to be paid in the foreseeable future.
18	 C alled	 up	 shar e	 capital
  Company
  2007	 2006
	 	 £’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
  2007	 2006
	 	 £’000	 £’000
Allotted, called up and fully paid
141,885 , 401	 (2006 : 	 141,111,944) Ordinary shares of 1p each 1, 419	 1, 411
48,000 ,000 Deferred shares of 1p each 480	 480
Total 1,899	 1,891
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
52
18	 C alled	 up	 shar e	 capital	 c on tinued
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. 
Potential issues of ordinary shares
Certain employees hold options to subscribe for shares in the Company at prices ranging from 1.8p to 337 .0p under the share 
option schemes.
The number of shares subject to options, the periods in which they were granted and the periods in which they may be 
exercised are as follows:
Name of scheme No. of shares Exercise Earliest exercise Expiry
 2007	 2006 price date date
   (pence)
HOLF scheme 5 , 4 65 ,284	 7 ,165 ,594	 43.3	 23/12/02	 23/12/09
VData scheme 2,214,104	 2,803,090	 1.8	 07 /01/03	 07 /01/10
InTechnology scheme 1,204,321	 1,527 , 4 63	 50 .5	 19/07 /05	 19/07 /12
InTechnology scheme -	 1,150 ,000	 52.0	 04/07 /05	 04/07 /12
InTechnology scheme 808,000	 1,178,000	 61.0	 01/08/06	 01/08/13
InTechnology scheme 500 ,000	 500 ,000	 65 .0	 15/07 /03-11/06/05	 15/07 /06-11/06/12
InTechnology scheme -	 600 ,000	 150 .0	 01/09/03-09/10/03	 01/09/10-09/10/10
InTechnology scheme 177 ,000	 212,000	 172.0	 15/03/04-20/12/04	 15/03/11-20/12/11
InTechnology scheme 500 ,000	 570 ,000	 279 .0	 15/03/04-01/05/04	 15/03/11-01/05/11
InTechnology scheme 50 ,000	 50 ,000	 327 .0	 02/01/04	 02/01/11
InTechnology scheme 50 ,000	 50 ,000	 337 .0	 01/11/03	 01/11/10
InTechnology SAYE scheme 301,305	 1,06 7 ,643	 50 .0	 01/04/08	 01/10/08
InTechnology scheme 70 ,000	 70 ,000	 4 6.0	 21/06/08	 21/06/15
InTechnology scheme 1,200 ,000	 -	 38.5	 03/07 /09	 03/07 /16
InTechnology scheme 2,050 ,000	 -	 37 .0	 12/07 /09	 12/07 /16
 14,590 ,014	 16,943, 790
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 24 InTechnology plc Annual Report and Financial Statements 2007
53
19	 Shar e	 based	 pa ymen ts
Options are granted with a fixed exercise price equal to the market price of the shares under option at the date of grant. The 
contractual life of an option is 10 years. Options granted will become exercisable on the third anniversary of the date of grant. 
Exercise of an option is subject to continued employment except for those employees who were transferred with the disposal 
of the Specialist Distribution division. These employees have been given until 29 December 2007 to exercise their options. 
Options were valued using the Black-Scholes option-pricing model. No performance conditions were included in the fair value 
calculations. The fair value per option granted and the assumptions used in the calculations are as follows:
Grant date 01/08/2003	 01/04/2005	 21/06/2005	 03/07 /2006	 12/07 /2006
Share price at grant date (pence) 61.0	 50 .0	 4 6.0	 38.5	 37 .0
Exercise price (pence) 61.0	 50 .0	 4 6.0	 38.5	 37 .0
Number of employees 7	 34	 1	 2	 7
Shares under option 1,578,000	 301,305	 70 ,000	 1,200 ,000	 2,050 ,000
Vesting period (years) 3	 3	 3	 3	 3
Expected volatility 71%	 22%	 23%	 34%	 34%
Option life (years) 10	 10	 10	 10	 10
Expected life (years) 5	 5	 5	 5	 5
Risk-free rate 5 .37%	 5 .37%	 5 .37%	 5 .37%	 5 .37%
Expected dividends expressed as  
a dividend yield 0 .00%	 0 .00%	 0 .00%	 0 .00%	 0 .00%
Fair value per option (pence) 0 .36	 0 .23	 0 .26	 0 . 19	 0 . 19
The expected volatility is based on historical volatility over the last three years. The expected life is the average expected period 
to exercise. The risk-free rate of return is the yield on zero-coupon UK government bonds of a term consistent with the 
assumed option life. A reconciliation of option movements over the year to 31 March 2007 is shown below:
  2007	 2006
   Weighted  Weighted
   average  average
   exercise  exercise
  Number price Number price
  ‘000 pence ‘000 pence
Outstanding at 1	April 16,944	 55 .0	 16,313	 55 .5
Granted 3,250	 37 .5	 1,620	 49 .8
Forfeited (4,831)	 54.8	 (989)	 64.0
Exercised (773)	 23.6	 -	 - 
Outstanding at 31 March 14,950	 49 .8	 16,944	 55 .0
Exercisable at 31 March 10 ,969	 53.5	 14,628	 54.9
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
54
19	 Shar e	 based	 pa ymen ts	 c on tinued
The weighted average fair value of options granted in the year was £609 ,650 ( 2006 : 	 £372,895).
 	 2007	 2006
Range of Weighted Number Weighted average Weighted Number Weighted average
exercise average of shares remaining life: average of shares remaining life:
prices exercise    exercise
 price    price
(pence) (pence) (‘000) Expected Contractual (pence) (‘000) Expected Contractual
0 .0-50 .0	 33. 7	 11,301	 1.2	 4.9	 33.5	 11,106	 -	 5 .0
50 .0-100 .0	 56.8	 2,512	 0 .3	 5 .3	 55 . 4	 4,355	 2.2	 10 .9
100 .0-150 .0	 -	 -	 -	 -	 150 .0	 600	 -	 -
150 .0-200 .0	 172.0	 177	 -	 5 .0	 172.0	 212	 1.2	 7 .2
200 .0-250 .0	 -	 -	 -	 -	 -	 -	 -	 -
250 .0-300 .0	 279 .0	 500	 -	 4.0	 279 .0	 570	 -	 5 . 7
300 .0-350 .0	 332.0	 100	 -	 4.0	 332.0	 100	 -	 5 .0
The weighted average share price during the period for options exercised over the year was 23.6p. The total charge for the year 
relating to employee share based payment plans was £248,000	 (2006 : 	 £264,000), all of which related to equity-settled share 
based payment transactions. After deferred tax, the total charge was £173,600	 (2006 : 	 £184,800). InTechnology plc Annual Report and Financial Statements 2007
55
20 Shareholders’ funds
Group Ordinary Deferred Share Revaluation Share Profit & Total
  share shares premium reserve option loss shareholders’
  capital  account  reserve account funds
  £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
At 1 April 2006 as  
previously reported 1, 411	 480	 188,668	 1,64 6	 -	 (113,292)	 78,913
Prior year adjustment -	 -	 -	 -	 581	 (407)	 17 4
At 1 April 2006	(restated) 1, 411	 480	 188,668	 1,64 6	 581	 (113,699)	 79 ,087
Issue of shares to satisfy  
employee share options 8	 -	 175	 -	 -	 -	 183
Employee share option adjustment -	 -	 -	 -	 248	 -	 248
Difference between historical 
 cost depreciation charge and  
the actual depreciation charge  
for the year calculated on the  
revalued amount -	 -	 -	 (51)	 -	 51	 -
Loss sustained for the year -	 -	 -	 -	 -	 (15 ,935)	 (15 ,935)
At 31 March 2007	 1, 419	 480	 188,843	 1,595	 829	 (129 ,583)	 63,583
Company Ordinary Deferred Share Revaluation Share Profit & Total
  share shares premium reserve option loss shareholders’
  capital  account  reserve account funds
  £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
At 1	April 2006 as  
previously reported 1, 411	 480	 188,668	 1,64 6	 -	 (112,323)	 79 ,882
Prior year adjustment -	 -	 -	 -	 581	 (407)	 17 4
At 1 April 2006 (restated) 1, 411	 480	 188,668	 1,64 6	 581	 (112, 730)	 80 ,056
Issue of shares to satisfy  
employee share options 8	 -	 175	 -	 -	 -	 183
Employee share option adjustment -	 -	 -	 -	 248	 -	 248
Difference between historical 
 cost depreciation charge and  
the actual depreciation charge  
for the year calculated on the  
revalued amount -	 -	 -	 (51)	 -	 51	 -
Loss sustained for the year -	 -	 -	 -	 -	 (16,177)	 (16,177)
At 31 March	 2007	 1, 419	 480	 188,843	 1,595	 829	 (128,856)	 64,310
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
56
21	 R ec oncilia tion	 o f	 oper a ting	 pr o fit /(loss )	 t o	 net 	 cash	 inflo w	 fr om	 oper a ting	 ac tivities
  2007	 2006
   (Restated)
  £’000	 £’000
Continuing operations
Operating loss (864)	 (1,149)
Depreciation of tangible fixed assets 4,231	 5 , 417
Goodwill amortisation 2,36 7	 2,281
Exceptional costs of reorganisation - fixed asset depreciation -	 83
(Profit)/loss on disposal of tangible fixed assets (35)	 331
Exchange movements (17)	 44
Share option non-cash change 164	 70
Decrease in stocks 211	 4 69
Decrease/(increase) in debtors 4,081	 (4, 726)
Decrease in creditors and provisions (4, 734)	 (333)
Net cash inflow from continuing operations 5 , 404	 2, 487
Discontinued operations
Operating profit/(loss) 1,328	 (5 ,340)
Depreciation of tangible fixed assets 57 4	 299
Goodwill amortisation 1,627	 2, 451
Exceptional costs of reorganisation - fixed asset depreciation -	 249
Share option non-cash change 23	 194
Profit on disposal of tangible fixed assets (1)	 -
Exchange movements 34	 (39)
Decrease in stocks 6,37 4	 4, 758
Decrease in debtors 56,172	 1,882
(Decrease)/increase in creditors and provisions (59 ,098)	 3, 726
Net cash inflow from discontinued operations 7 ,033	 8,180
Net cash inflow from operating activities 12, 437	 10 ,66 7 InTechnology plc Annual Report and Financial Statements 2007
57
22	 R ec oncilia tion	 o f	 mo v emen t 	 in	 net 	 debt
  2007	 2006
		 £’000	 £’000
Increase in cash in the year 66	 2,227
Net cash outflow from decrease in finance leases 1, 457	 1, 706
Net cash outflow/(inflow) from repayment of debt 34, 455	 (431)
Change in net debt resulting from cash flows 35 ,978	 3,502
Non-cash changes:
Exchange movements (3)	 (36)
Inception of new finance leases (964)	 (656)
Finance leases on disposal -	 13
Borrowings acquired on purchase of subsidiary undertakings (5 ,143)	 -
Debt issue costs (100)	 (75)
Movement in net debt in the year 29 , 7 68	 2, 7 48
Net debt at start of year (19 , 452)	 (22,200)
Net funds/(debt) at end of year 10 ,316	 (19 , 452)
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
58
23	 Analy sis	 o f	 net 	 debt
  At 1 April Cashflow Acquisition Disposals Exchange Other At	 31 March
  2006  (excluding  movements non-cash 2007
    cash & overdrafts)   changes
  £’000	 £’000	 £’000	 £’000	 £’000	 £’000	 £’000
Cash at bank and in hand 12, 719	 66	 -	 -	 (3)	 -	 12, 782
Finance leases (1, 481)	 1, 457	 (297)	 -	 -	 (964)	 (1,285)
Debt due after more than 
one year (3, 707)	 3, 707	 -	 -	 -	 -	 -
Debt due within one year (26,983)	 30 , 7 48	 (4,84 6)	 -	 -	 (100)	 (1,181)
Net debt (19 , 452)	 35 ,978	 (5 ,143)	 -	 (3)	 (1,064)	 10 ,316 InTechnology plc Annual Report and Financial Statements 2007
59
24	 Acquisitions
The group purchased  EEscape Holdings Limited on 9 January 2007	for a total consideration of £3.0m. The total adjustments 
required to the book values of the assets and liabilities acquired in order to present the net assets at fair values in accordance 
with group accounting principles were £137 ,000, details of which are set out together with the resultant amount of goodwill 
arising.
 EEscape Holdings Limited contributed £162,000 to the group’s net operating cash flows, received £51,000 of interest, £nil in 
respect of taxation and utilised £8,000 for capital expenditure.
In its last financial year to 31 March 2006,  EEscape Holdings Limited made a loss after tax of £2.0m. For the period since that 
date to the date of acquisition,  EEscape Holdings Limited management accounts show:
  £’000
Turnover 12,030
Operating profit 91
Loss before taxation (149)
Taxation -
  Book Consistency of Other Fair
  value accounting  value
   policy
  £‘000	 £‘000	 £‘000	 £‘000
Tangible fixed assets 1,042	 (92)	 (169)	 781
Investments -	 	 	 -
Stock 55	 	 	 55
Debtors 3,088	 	 	 3,088
Cash 2	 	 	 2
Creditors (8,697)	 104	 20	 (8,573)
Net assets acquired (4,510)	 12	 (149)	 (4,64 7)
Goodwill arising on acquisition    7 , 721
Consideration    3,07 4
Discharged by:
Cash consideration    3,000
Costs associated with the acquisition    74
     3,07 4
 The fair value adjustment for alignment of accounting policies reflects the restatement of assets and liabilities in accordance 
with the group’s policies including: the removal of capitalised development costs (£92,000).
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
60
25	 Dir ec t ors’ 	 emolumen ts
A detailed analysis of Directors’ individual emoluments, together with information on pensions, including that of the highest 
paid Director, is given in the Remuneration report on page 22.
  2007	 2006
	 	 £’000	 £’000
Aggregate emoluments 1,180	 1,103
Company contributions to defined contribution pension schemes 40	 64
Compensation paid to past director for loss of office 30	 187
Sums paid to third parties for directors’ services 110	 110
  1,360	 1, 4 64
During the year, retirement benefits were accruing to five (2006: seven) executive Directors under defined contribution 
pension schemes.
26	 Emplo y ee	 inf orma tion
The average monthly number of persons (including executive Directors) employed by the Group during the year was:
By category 2007	 2006
  Number Number
Sales 95	 208
Technical 40	 109
Operations 6 7	 103
Administration 102	 95
  304	 515
Staff costs for the persons above were:
  2007	 2006
  £’000	 £’000
Wages and salaries 13,233	 21, 420
Social security costs 1, 783	 3, 448
Pension costs 189	 343
Cost of employee share schemes (note 19) 248	 264
  15 , 453	 25 , 4 75
27	 F inancial	 c ommitmen ts
At 31 March 2007, the Group had annual commitments under non-cancellable operating leases as follows:
  Land and buildings Other assets
  2007	 2006	 2007	 2006
	 	 £’000	 £’000	 £’000	 £’000
Expiring within one year 115	 -	 63	 187
Expiring within one to two years 593	 217	 18	 37
Expiring within two to five years 251	 1,943	 -	 -
Expiring after 5 years 1,27 6	 1,110	 -	 -
  2,235	 3,270	 81	 224 InTechnology plc Annual Report and Financial Statements 2007
61
28	 R ela ted	 par ty	 tr ansac tions
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, the Chief Executive Officer of the Group, made a loan of £15 ,000 ,000 to InTechnology repayable over a 4 year 
period commencing 31	 July	 2003. The loan was fully repaid during the year. The loan accrued interest at a fixed rate of 8% per 
annum. Arrangement fees of £300 ,000 paid to Peter Wilkinson in respect of the loan have been capitalised and have been 
amortised to the profit and loss account over the period of the loan in accordance with FRS 4. The loan outstanding at 31 March 
2007 was £nil (2006 : 	 £8, 750 ,000) and related interest payments in the year were £537 ,000	 (2006 : 	 £851,000).
Peter Wilkinson is a shareholder in the ultimate parent company of Planetfootball.com Limited, BSkyB. InTechnology has sold 
services totalling £204,000	 (2006 : 	 £233,000) to Planetfootball.com Limited in the year. As at 31 March 2007, InTechnology was 
owed £nil (2006: £nil) by Planetfootball.com Limited.
Peter Wilkinson is a shareholder in YooMedia plc. InTechnology has sold services totalling £361,000	 (2006 : 	 £628,000) to 
YooMedia plc in the year. As at	 31 March 2007, InTechnology was owed £364,000	 (2006 : 	 £661,000) by YooMedia plc.
Richard James is a Director and was a shareholder in  EEscape Holdings Limited which was wholly acquired by InTechnology on 
9	January 2007. Under the terms of the acquisition Richard James received approximately £280 ,000 in relation to the sale of his 
shares in  EEscape Holdings Limited and the repayment of his shareholder loan of £4 6,500. The directors of InTechnology 
consider, that having consulted its Nominated Advisor, that the terms of the acquisition were fair and reasonable insofar as 
InTechnology’s shareholders were concerned. InTechnology sold services totalling £382,000 to  EEscape Holdings Limited and 
its subsidiaries up to the date of acquisition (2006 : 	 £455 ,000	 12 months).
Peter Wilkinson and Richard James are shareholders in Mobile Tornado Group plc, an AIM listed company. On 29 October 2006 
InTechnology subscribed £4 million cash for 43.38	percent of the enlarged share capital of Mobile Tornado Group and 
subsequently Peter Wilkinson was appointed its non-executive Chairman and Richard James a Director. InTechnology has sold 
services totalling £81,000	 (2006 : 	 £2,500) to Mobile Tornado Group in the year. As at 31	March	 2007 InTechnology was owed 
£36,000	 (2006 : 	 £1,000) by Mobile Tornado Group.
The Company has maintained a current account at various stages during the year with Andrew Kaberry. The maximum 
amount owed to the Company under this arrangement was £207 ,519	 (2006 : 	 £206,072). This amount was fully repaid during the 
year and there was no amount outstanding in respect of this advance as at 31 March 2007.
Included within other debtors are amounts owing from members of the Company’s management team; Natalie Duffield 
£7 ,600	 (2006 : 	 £10 ,000).
All transactions with related parties were carried out on an arm’s length basis.
29	 U ltima te	 c on tr olling	 par ty
The Directors consider Peter Wilkinson to be the ultimate controlling party by virtue of his shareholding in the Company.
Notes to the financial statements continued InTechnology plc Annual Report and Financial Statements 2007
62
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT 
InTechnology plc (the “Company”) will 
hold its Annual General Meeting at 
Central House, Beckwith Knowle, Otley 
Road, Harrogate, HG3	 1UG at 10 a.m. on 
 7 August 2007 (the “AGM”) for the 
following purposes:
As ordinary business:
Resolution 1 
To receive and adopt the report of the 
directors of the Company (the 
“Directors”), the report of the 
independent auditors of the  
Company and the financial statements 
of the Company for the year ended  
31	March 2007.
Resolution 2 
To re-appoint The Rt. Hon Lord 
Parkinson as a director of the Company 
(a “Director”), who retires by rotation in 
accordance with Article 92 of the 
Articles of Association of the Company 
(the “Articles” and each article thereto, 
an “Article”) and who, being eligible,  
offers himself for re-appointment  
as a Director.
Resolution 3 
To re-appoint Charles Scott as a 
Director, who retires by rotation in 
accordance with Article 92 and who, 
being eligible, offers himself for 
re-appointment as a Director.
Resolution 4 
To re-appoint Joe McNally as a Director, 
who retires by rotation in accordance 
with Article 92 and who, being eligible, 
offers himself for re-appointment   
as a Director.
As special business:
T o consider and, if thought fit, pass the 
following resolutions, with resolutions  
5 to 7 (in each case, inclusive) being 
proposed as ordinary resolutions and 
resolutions 8 to 9 (in each case, inclusive) 
being proposed as special resolutions:
Resolution 5  
In accordance with Sections 739 and 
388(3) of the Companies Act 1985 , as 
amended (the “ CA 1985”) that 
PricewaterhouseCoopers LLP be and is 
hereby re-appointed auditors of the 
Company and 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 CA	 1985, their 
remuneration be fixed by the Directors.
Resolution 6 
 That in substitution for all subsisting 
authorities to the extent unused the 
Directors be and are hereby generally 
and unconditionally authorised 
pursuant to section 80 of the CA 1985 to 
exercise all the powers of the Company 
to allot relevant securities (within the 
meaning of section 80 of the CA 1985) 
up to an aggregate nominal amount of 
£618,851. 48, provided that such 
authority shall expire at the conclusion 
of the next Annual General Meeting of 
the Company after the passing of this 
Resolution 6, save that the Company 
may before such expiry make an offer or 
agreement which would or might 
require relevant securities to be allotted 
after such expiry and notwithstanding 
such expiry the Directors may allot 
relevant securities in pursuance of any 
such offer or agreement. References in 
this resolution to the CA 1985, or to 
sections of the CA 1985, shall, where the 
context requires and where 
appropriate, include references to the 
Companies Act 2006 (the “CA 2006”) 
and any corresponding or similar 
sections of the CA 2006, it being the 
intention that, to the extent permitted 
by law, the authority contained in this 
resolution shall continue in full force 
and effect notwithstanding any repeal 
of the CA	 1985 or any relevant part or 
section thereof. 
Resolution 7 
That the Company be and is hereby 
authorised, subject to and in 
accordance with the provisions of the 
CA	 2006, to send, convey or supply all 
types of notices, documents or 
information to the members by means 
of electronic equipment for the 
processing (including, without 
limitation, by means of digital 
compression), storage and transmission 
of data, using wires, radio optical 
technologies, or any other 
electromagnetic means, including 
(without limitation) by making such 
notices, documents or information 
available on a website.
Resolution 8
That, subject to the passing of 
Resolution 6, in substitution for all 
subsisting authorities to the extent 
unused the Directors be and they are 
hereby empowered, pursuant to section 
95 of the CA	 1985, to allot equity 
securities (within the meaning of 
section 94 of the CA	 1985) for cash 
pursuant to the authority given by 
Resolution 6 and/or to allot equity 
securities where such allotment 
constitutes an allotment of securities 
by virtue of section 94(3A) of the CA 
1985, as if section 89(1) of the CA 1985 
did not apply to any such allotment, 
provided that this power shall be 
limited to the allotment of equity 
securities (excluding any shareholder 
holding shares as treasury shares): InTechnology plc Annual Report and Financial Statements 2007
63
Notice of Annual General Meeting continued
(a)  in connection with an offer of 
such securities by way of a rights 
issue or other issue in favour of 
holders of Ordinary Shares in the 
Company where the equity 
securities respectively 
attributable to the interests of 
all such holders are 
proportionate (as nearly as may 
be practicable) to their 
respective holdings of Ordinary 
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 regulatory body or any 
stock exchange in, any territory 
or otherwise howsoever); and
(b)   otherwise than pursuant to 
sub-paragraph (a) above, up to 
an aggregate nominal amount 
of £70 ,942. 70,
and shall expire at the conclusion of the 
next Annual General Meeting of the 
Company after the passing of this 
Resolution 8, save that the Company 
may before such expiry make an offer or 
agreement which would or might 
require equity securities to be allotted 
after such expiry and notwithstanding 
such expiry the Directors may allot 
equity securities in pursuance of such 
offer or agreement. References in this 
Resolution 8 to the CA 1985, or to 
sections of the CA 1985, shall, where the 
context requires and where appropriate, 
include references to the CA 2006 and 
any corresponding or similar sections of 
the CA 2006, it being the intention that, 
to the extent permitted by law, the 
authority contained in this resolution 
shall continue in full force and effect 
notwithstanding any repeal of the CA 
1985 or any relevant part or section 
thereof. 
Resolution 9	
 That the Articles be altered by:
(a)  the insertion of the words “ AND 
THE COMPANIES ACT 2006” 
following the words “THE 
COMPANIES ACTS 1985 TO 1989” 
on page 1; 
(b)  the insertion of the words “and 
subsequently amended by Special 
Resolution passed on 7 August 
2007” after the words “…passed on 
24 July 2000” on page 1;
(c)  the insertion of the following 
new definitions in Article 2:
(i)  ““address” includes a number or 
address used for the purposes of 
sending or receiving documents 
or information by electronic 
means;”
(ii)  ““authenticated” means (subject 
to section 114 6 CA 2006) 
authenticated in such manner 
as the Board may in its absolute 
discretion determine;”
(iii)  ““CA	 2006” means the 
Companies Act 2006 (to the 
extent in force);”
(iv)  ““Companies Acts” means the CA 
1985, CA 	 2006 and, where the 
context requires, every other 
statute from time to time in 
force concerning companies and 
affecting the company;” and
(v)  ““electronic form” and 
“electronic means” have the 
meanings given to them in 
section 1168 CA 2006;”;
(d) the deletion of the words “, 
subject to paragraph 2.3 of this 
Article, the Companies Act 1985 
and where, the context so 
requires, every other statute 
from time to time in force 
concerning companies and 
affecting the Company 
(including, without limitation, 
the Regulations)” and 
substitution therefor of the 
words “the Companies Act 1985” 
in the definition of CA 1985 in 
Article 2;
(e) the deletion of the words 
“section	 352 CA 1985” and 
substitution therefor of the 
words “the Companies Acts” in 
the definition of Register in 
Article 2;
(f) the deletion of the words “1995 
(SI No 3272) including any 
modification thereof and rules 
made thereunder or any 
regulations in substitution 
therefor made under section 207	
Companies Act	 1989 for the time 
being in force” and substitution 
of the words “2001 (SI 2001 No 
3755) as amended from time to 
time and any provisions of or 
under the Companies Acts 
which supplement or replace 
such Regulations” in the 
definition of Regulations in 
Article 2;
(g) the deletion of the words “CA 
1985” and substitution therefor 
of the words “the Companies 
Acts” in the definitions of Seal 
and Secretary in Article 2 and in 
Articles 2. 4, 	 3. 1, 	 4.2. 10 , 	 4.2. 12, 	 4.3, 	
5 .3.2, twice in 6, 	 7 , 	 8, twice in 10 , 	
14, 	 30 , 	 32, twice in 37 , 	 44. 1. 4, 	 4 6, 	 4 7 , 	 InTechnology plc Annual Report and Financial Statements 2007
64
50 , 	 51, 	 54.2, 	 65 . 1, 	 70 . 1, 	 79, twice in 
88, 	 93, 	 97, twice in 98. 1.2, 	 100 . 1.2, 	
109 , 	 110 , 	 116, 	 118, 	 119 , 	 120 , 	 131, 	 137 , 	
140 .2, 	 141, 	 142. 1, 	 142.2, 	 143, 	 144, 	 155 , 	
156, twice in 169 , 	 170 and 171;
(h) the insertion of the words “, 
including (subject to the 
provisions of the Companies 
Acts) in electronic form” at the 
end of the definition of writing 
or written in Article 2;
(i) the deletion of the word 
“executed” and substitution 
therefor of the word 
“authenticated” wheresoever it 
appears in Article 3.2;
(j) the insertion of the following 
words after the word “tickets” in 
Article 69 . 1: 
 “or electronic means, or any 
combination thereof”;
(k) the deletion of the existing 
Article 7 4. 1. 1 and the substitution 
of the following Article 7 4. 1. 1:
 “7 4. 1. 1	be in writing in any 
common form or in such other 
form as the Board may approve, 
and
(i) if in writing but not in electronic 
form, under the hand of the 
appointer or of his attorney duly 
authorised in writing or, if the 
appointer is a corporation, under 
its common seal or under the 
hand of some officer or attorney 
or other person duly authorised 
in that behalf; and
(ii) if in writing and in electronic 
form, submitted by or on behalf 
of the appointed and 
authenticated;”;
(l) the deletion of the word “signed” 
and substitution therefor of the 
word “authenticated” in Article 
75 . 1, 	 126.3, 	 127 . 1.2 (twice), 127 . 1.3 
(twice),	 127 . 1. 4, and 129 .2;
(m) the insertion of the words “in the 
case of an instrument in writing 
(including, whether or not the 
appointment of proxy is in 
electronic form, any such power 
of attorney or other authority)” 
at the start of Article 75 . 1. 1;
(n) the insertion of a new Article 
after Article 75 . 1. 1 in the 
following form:
 “75 . 1. 1A in the case of an 
appointment in electronic form, 
where an address has been 
specified for the purpose of 
receiving documents or 
information in electronic form:
(i) in the notice convening the 
meeting; or
(ii) in any instrument of proxy sent 
out by the Company in relation 
to the meeting; or
(iii) in any invitation in electronic 
form to appoint a proxy issued 
by the Company in relation to 
the meeting,
 be received at such address not 
less than 48 hours before the 
time for holding the meeting or 
adjourned meeting at which the 
person named in the 
appointment proposes to vote; 
or”
(o) the deletion of the words “section 
212 	CA 1985” and substitution 
therefor of the words “section 
793 CA 2006 (a “Section 793 
Notice”)” in Article 80. 1;
(p) the deletion of the words 
“section 212 CA 1985” and 
substitution therefor of the 
words “Section 793 Notice” in 
Articles 80 .2.2, 	 80 .3, 	 80 .5 and 
80 .6. 1;
(q) the deletion of the words 
“section 212 CA 1985” and 
substitution therefor of the 
words “section 793 CA 2006” in 
Articles 80 .6.2 and 80 . 7;
(r) the deletion of the word “notice” 
and substitution therefor of the 
words “Section 793 Notice” in 
Article 80 .6.3;
(s) the deletion of the words 
“section 428 CA 1985” and 
substitution therefor of the 
words “section 97 4	CA 2006” in 
Article 80 .6.5(a);
(t) the deletion of the words “as 
defined in section 207	Financial 
Services Act 1986” in Article 
80 .6.5(b);
(u) the deletion of Article 96;
(v) the insertion of the words “or, if 
in electronic form, received by” 
after the words “writing 
delivered to” and before the 
words “the Secretary at the 
Office” in Article 100 . 1;
(w) the insertion of the words “or, if 
in electronic form, received by” 
after the words “writing 
delivered to” and before the 
words “the Secretary at the 
Office” in Article 98. 1. 1;
(x) the insertion of the words “or, in 
the case of notices in electronic 
form, any address given by him 
to the Company for that 
purpose,” after the words  InTechnology plc Annual Report and Financial Statements 2007
65
Notice of Annual General Meeting continued
“Company for this purpose” and 
before the words “but he shall 
not” in Article	 122;
(y) the deletion of the words 
“facsimile transmissions” and 
substitution therefor of the 
words “communication in 
electronic form” in Articles 126. 1	
and 126.2;
(z) the deletion of the word 
“executed” and substitution 
therefor of the word 
“authenticated” in Article	 127 . 1. 1;
(aa) the deletion of the words “, 
including executions evidenced 
by means of facsimile 
transmission” from the end of 
Article 127 . 1. 1;
(bb) the deletion of the words “Part VI 
CA 1985” and substitution 
therefor of the words “Part 22 CA 
2006” in Article 133. 1. 4;
(cc) the renumbering of Article 158 as 
Article 158. 1;
(dd) the insertion of the following 
Article 158.2:
 “158. 1  The provisions of Article 
158. 1 shall apply mutatis 
mutandis to any reports or 
accounts supplied by means of a 
website.”;
(ee) the insertion of the words “or 
made available on a website in 
accordance with the Companies 
Acts,” after the words “…sent by 
post to the member”; 
(ff) the deletion of the existing 
Article 160	and substitution 
therefor of the following Article 
160;
 
 “160 . 1 Notwithstanding 
anything to the contrary in these 
Articles, any notice or document 
to be given, sent, issued, 
deposited, served, delivered or 
lodged (or the equivalent) to or 
by any person pursuant to these 
Articles (other than a notice 
calling a meeting of the 
Directors) shall be in writing and 
any such notice or document 
shall be deemed given, sent, 
issued, deposited, served, 
delivered or lodged, or the 
equivalent where it is sent in 
electronic form, to an address for 
the time being notified for that 
purpose to the person giving the 
notice, but subject always to the 
provisions of Article 163. 1A and, 
in the case of notices or other 
documents sent in electronic 
form, subject to and in 
accordance with the provisions 
of the Companies Acts.
 160 .2 Subject to the Companies 
Acts, any document or 
information is validly sent or 
supplied by a Company if it is 
made available on a website.
 160 .3 Where a document or 
information is sent or supplied 
to the Company by a person on 
behalf of another, the Company 
may require reasonable evidence 
of the authority of the former to 
act on behalf of the latter.
 160 . 4	Any amendment or 
revocation of a notification given 
to the Company under this 
Article shall only take effect if in 
writing, authenticated by the 
member and on actual receipt 
by the Company thereof.
 160 .5 An electronic 
communication shall not be 
treated as received by the 
Company if it is rejected by 
computer virus protection 
arrangements.”; 
(gg) the insertion of the words “, or 
subject to and in accordance 
with the Companies Acts, by 
sending it in electronic form to 
an address for the time being 
notified to the Company by the 
member or by making it 
available on a website.” after the 
words “by the member 
concerned” and before the 
words “In the case of a member” 
in Article	 161. 1;
(hh) the insertion of the words “, or 
subject to and in accordance 
with the provisions of the 
Companies Acts, of an address to 
which notices or documents 
may be sent in electronic form,” 
after the words “documents may 
be given to him” and before the 
words “he shall be entitled to 
have” in Article 161.3;
(ii) the insertion of the words “or 
subject to and in accordance 
with the provisions of the 
Companies Acts, an address to 
which notices may be sent in 
electronic form.” at the end of 
Article 161. 4;
(jj) the insertion of the following 
new Articles after Article	 163. 1:
 “ 163. 1A  Any notice or other 
document addressed to a 
member shall, if sent using 
electronic means, be deemed to 
have been served or delivered at 
the expiration of 48 hours after  InTechnology plc Annual Report and Financial Statements 2007
66
the time it was first sent. In 
proving such service or delivery 
it shall be conclusive to prove 
that the address used for the 
electronic communication was 
correct and that the electronic 
communication was properly 
dispatched by the Company, 
unless the Company is aware 
that there has been a failure of 
delivery of such notice or 
document following at least two 
attempts in which case such 
notice or document shall be sent 
to the member at his registered 
address or address for service in 
the United Kingdom provided 
that the date of deemed service 
or delivery shall be	 48 hours 
from the despatch of the 
original electronic 
communication in accordance 
with this Article.
  163. 1B  In calculating a period of 
hours for the purposes of this 
Article, no account shall be taken 
of any part of a day that is not a 
working day (as defined in 
section 1173 CA 2006).”; 
(kk) the deletion of the words “notice 
given by the Company under 
section 212 CA 1985” and 
substitution therefor of the 
words “Section 793 Notice” in 
Article 164; and
(ll) the insertion of the words 
“Subject to the Companies Acts 
and to any other provision of 
these Articles,” at the beginning 
of Article 166.
Dated 6	July 2007
By order of the Board 
Richard James
Director and Company Secretary
for and on behalf of InTechnology plc
Registered Office:
Central House
Beckwith Knowle
Otley Road
Harrogate
HG3	 1UG InTechnology plc Annual Report and Financial Statements 2007
67
Notes:
1 A 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. To be effective, a form 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 
by no later than 10 a.m. on 5 August 
2007 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 (or at any 
adjournment thereof) in person in 
respect of which the proxy is 
appointed 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 10 a.m. on 5 August 
2007 (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 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 This Notice, the accompanying 
Form of proxy 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 12 
to 13 of the Annual Report and 
Financial Statements of the 
Company for the year ending  
31	March 2007.
8 If the Chairman, as a result of any 
proxy appointments, is given 
discretion as to how the votes the 
subject of those proxies are cast and 
the voting rights in respect of those 
discretionary proxies, when added 
to the interests in the Company’s 
securities already held by the 
Chairman, result in the Chairman 
holding such number of voting 
rights that he has a notifiable 
obligation under the Disclosure and 
Transparency Rules, the Chairman 
will make the necessary 
notifications to the Company and 
the Financial Services Authority. As a 
result, any member holding 3% or 
more of the voting rights in the 
Company who grants the Chairman 
a discretionary proxy in respect of 
some or all of those voting rights 
and so would otherwise have a 
notification obligation under the 
Disclosure and Transparency Rules, 
need not make a separate 
notification to the Company and 
the Financial Services Authority.
Notice of Annual General Meeting continued InTechnology plc Annual Report and Financial Statements 2007
Form of proxy for InT echnology plc
(incorporated and registered in England and Wales under number 03916586) (the ‘Company’)
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 Central House, Beckwith Knowle, Otley Road, Harrogate, HG3	 1UG at 
10 a.m. on 7 August 2007 (the ‘AGM’).  Please read the Notice of AGM and the notes to this Proxy Form.
I/We*    
of              
                    
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 insert the name of the Shareholder(s)* in full in BLOCK CAPIT ALS)
(please insert the full postal address of the Shareholder(s)* in full in BLOCK CAPIT ALS)
1  Receipt and adoption of Directors’ report and financial statements and independent auditors’ report.
2	 Re-appointment of The Rt. Hon Lord Parkinson.
3	 Re-appointment of Charles Scott.
4  Re-appointment of Joe McNally.
5  Ordinary Resolution - That PricewaterhouseCoopers LLP be reappointed auditors of the Company, to hold 
office until the conclusion of the next general meeting at which the accounts are laid before the Company 
and that their remuneration be fixed by the Directors.
6  Ordinary Resolution to authorise the Directors to allot relevant securities.
7  Ordinary Resolution to approve the Company sending communications to shareholders by electronic means.
8  Special Resolution to disapply statutory pre-emption provisions.
9	 Special Resolution to amend the Articles to comply with the Companies Act	 2006.
FOR AGAINST
VOTE
WITHELD
Dated  
                          
2007
Signed 
                        
(see note 4 below) For and on behalf of the above named Shareholder(s)
Notes:
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 in the case of 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 by no later than 10 a.m. 
on 5 August 2007 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. 10 a.m. on 5 August 2007) 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	Director’s service agreements 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 This Form of proxy, the accompanying Notice of the 
AGM 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.
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 witheld. (See note 6). THIRD FOLD AND TUCK IN
SECOND FOLD
FIRST FOLD
BUSINESS REPLY SERVICE
License No. MB122
Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent
BR3	 4BR
✁ InTechnology plc Annual Report and Financial Statements 2007
70
Registered office:
InTechnology plc
Central House
Beckwith Knowle
Harrogate
HG3	 1UG
Tel +44	 (0)1423	 850	 000
Fax	 +44	 (0)1423	 850	 001
 
Registrar and transfer office:
Capita IRG plc
Bourne House
34 Beckenham Road
Beckenham
Kent
BR3	 4TU
  
Principal bankers:
Barclays Bank plc
Parliament Street
York
YO1	 1XD
  
Nominated adviser and broker:
Panmure Gordon & Co. plc
155 Moorgate
London
EC2M 6XB
  
Independent auditors:
PricewaterhouseCoopers LLP
Benson House
33 Wellington Street
Leeds
LS1	 4JP
  
Solicitors:
Norton Rose
Kempson House
Camomile Street
London
EC3A 7AN
  
Company registration number:
3916586
  
Internet address:
www.intechnology.co.uk
  
Corporate information
Board of Directors:
The Rt. Hon. Lord Parkinson Non-executive Chairman
Joe McNally Non-executive Director
Charles Scott  Non-executive Director
Peter Wilkinson Chief Executive Officer
Richard James Director & Company Secretary
Andrew Kaberry Finance Director
Bryn Sage Sales Director
Jason Firth Director of Professional Services InTechnology plc Annual Report and Financial Statements 2007
71
Corporate information continued
Headquarters &
Northern Data Centre
InTechnology plc
Central House
Beckwith Knowle
Harrogate
HG3	 1UG
Tel +44	 (0)	 1423	 850	 000
Fax	 +44	 (0)	 1423	 850	 001
  
  
Southern Data Centres
260-266 Goswell Road
Islington
London
EC1V 7EB
13 Selsdon Way
London 
E14	 9GL  
  
London Office
17 St Helen’s Place
London
EC3A 6DG
  
Reading Office
Commensus House
Worton Drive
Reading
Berkshire
RG2	 0TG
Tel	 +44	 (0)870	 777	 7778
Fax +44	 (0)870	 777	 7779  Annual report  and financial statements 2007
InTechnology     Annual report and financial statements 2007
www.intechnology.com