Annual Report and Accounts
For the year ended 30 June 2005
Software solutions 
for medicines
management in the
healthcare sector Our vision is to provide 
all necessary information
and knowledge, when and
where health decisions
are made, and use the
information collected on
patient outcomes to
improve health.
As a leader in medicines
management software we are
satisfying a market demand and
building a solution that can be
used for all healthcare IT delivery . 
The team is driven by a desire 
to improve health.
Highlights for the year 1
At a glance 2
Chairman’s Statement 4
Chief Executive’s Report 6
Financial Review 10
Board of Directors 12
Report of the Directors 13
Corporate Governance Report 15
Remuneration Report 16
Statement of Directors’ 18
Responsibilities
Independent Auditors’ Report 19
Consolidated Profit and Loss Account 20
Consolidated and 
Company Balance Sheets 21
Consolidated Cash Flow Statement 22
Notes to the Financial Statements 23
Notice of Annual General Meeting 36
Directors, Secretary & Advisers IBC
ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 1
Operating cashflow
198%
of operating profit**
Pro forma* profit before tax**
£1 .3m
(2004: £0.2m)
Pro forma* profit before tax** increased to £1.3m
from £0.2m last year
Profit before tax increased to £0.8m from 
£(0.4m) loss last year
Pro forma* turnover increased by 8.4% to £6.8m 
Recurring contract maintenance income at 61%
Pro forma* adjusted EPS increased to 1.0p
Recommended final dividend of 0.1p per
ordinary share
Operating cashflow represents 198% of
operating profit**
Management team strengthened
4 acquisitions widen market coverage to include: 
• mental health
• community care
• child care
• GP practices
• accident & emergency
• retail pharmacy
* In order to provide a better understanding of our trading results we have prepared a
pro forma profit and loss account which is set out in the Financial Review on page 10
** Before goodwill amortisation
Highlights for the year 2 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
At a glance
Innovation comes
from a team
experienced in
healthcare IT...
...driving shareholder value
...driven forward by
software solutions which support patient, 
clinical and business processes
Ascribe ensures that IT
system implementations
will fit with future health
service strategies. 
This allows organisations
to progress their IT
solutions safe in the
knowledge that they 
are not creating legacy
issues for the future.
Ascribe’s products
Financial highlights
Pro forma* profit before tax** (£m)
0.2
1.3
2004
2005
Pro forma* adjusted earnings per share (UK pence)
0.34
1.03
2004
2005
Share price (UK pence)
18
33.5
At float
19 September 2005
0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40
0.00 0.20 0.40 0.60 0.80 1.00 1.20 1.40
0510 15 20 25 30 35
Ascribe ICW
The Ascribe Integrated
Clinical Workstation
(ICW) provides the 
web-based integration 
to bring together all
applications across the
Group and also
integrate with third-party
and legacy systems.
Park PMR & PharmaciePoS
The Park Patient Medication
Record “PMR” enables retail
pharmacists to maintain a PMR
system and supports the
monitoring of drug interactions 
and contraindications, reducing 
the risk of adverse drug reactions. 
It provides a stock control system
which supports label printing and
the electronic transmission of
orders to wholesalers. The
PharmaciePoS system provides
retail pharmacists with an
electronic point of sale system.
Evolve Exeter
The Exeter System is the longest
successfully running central server
GP solution available in the UK 
and winner of the prestigious
Healthcare Computing Gold 
award for Primary Care
Computing. The Exeter System is
now available as a mobile option
using PDA technology, enabling
GPs and nursing staff to download
the whole practice list with clinical
histories onto a PDA and use it to
enter morbidity and medication
data which is subsequently
uploaded into the practice clinical
system.
Ascribe pharmacy
Ascribe operates as a series of
interacting modules that address 
a range of pharmacy IT
requirements; from electronic
prescribing, pharmacy stock
control & labelling, through to
substance misuse and drug level
monitoring, the modules can
operate in isolation or as a
cohesive and co-ordinated
medicines management solution.
This technology also supports
robotic dispensing systems. 3 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
UK
Kenya
Hong Kong
Malaysia
New Zealand
Australia
Ascribe’s strategy is to build 
on its position in the medicines
management market through
organic growth and the acquisition
of profitable companies
Pharmacy
The Hospital & Retail Pharmacy
market continues to offer strong
growth opportunities. The Audit
Commission’s ‘Spoonful of Sugar’
report raised several concerns
around the management of
medicines, which can be addressed
with IT solutions. With clients in the
UK, the Far East & Australasia, the
company has seen a marked
increase in the demand for IT
solutions that can be delivered
today and that will integrate with
future health service requirements.
Mental Health and 
Community Care
The Mental Health & Community
Care market is a significant growth
sector within the NHS. There is a
common requirement, addressed 
by Ascribe, to provide ready access
to patient-centric healthcare
information; this allows healthcare
professionals make more informed
decisions, allocate resources and
even book and track appointments
and visits.
Primary and Unscheduled Care
Major hospitals and local GPs’
surgeries throughout the world are
embracing IT solutions that deliver
better support for patients and
ensure that their needs are met 
in a timely and efficient manner. 
From Accident and Emergency
departments, to the GP’s practice,
Ascribe provides tools to track
patients using electronic record
systems that can monitor their
progress, assess their requirements
and improve resource allocation.
...controlled by
strong management
Experienced team
Ascribe locations
Operating Divisions
Ascribe’s major asset is its team 
of healthcare and business
professionals. Many have worked
within the health service, and are
passionate about building and
delivering commercial solutions that
focus upon the needs of the patient
and the needs of our customers.
This is a company that is committed
to creating a commercial business
to deliver better healthcare through
IT innovation.
ePEX
ePEX supports the inter-
agency needs of the modern
primary healthcare
community, including
community nursing, mental
health, learning disabilities,
child health, elderly services
and social care. ePEX is used
in over 100 UK Trusts and
supports all the interoperability
standards to meet Integrated
Care Records Service (ICRS)
requirements.
Symphony
Symphony is an Accident &
Emergency system that provides
medical staff with a complete
patient information record.
Symphony can operate as a
stand-alone solution or it can 
be integrated into existing
computer systems. It is also
available as a handheld 
portable system. It enables 
full identification of the patient
and storage of all records in
connection with the patient’s
current and previous
attendances. The data collected
can be defined locally so as to
build up a patient record that is
both pertinent and practical. 4 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
I am delighted to present Ascribe’s first
annual report since its admission to 
AIM on 17 December 2004. The Group
has made significant progress in the
medicines management market and 
has delivered excellent financial results for
the year, surpassing initial expectations. 
This success comes from strong organic
growth and impressive value yielded from
the acquisitions made at, and since,
flotation.
Trading Results
2005 has been a remarkably successful year
for the Group. Following an earlier period of
significant investment in software development,
the company has been able to apply greater
focus on creating and pursuing sales
opportunities. Turnover has increased by 89%
to £5.3m (2004: £2.8m). Operating profit of
£0.7m (2004: (£0.4m)) represents a £1.1m
turnaround in profitability over the previous year.
In order to provide a better understanding of
our trading results we have prepared a pro
forma profit and loss account which is set 
out in the Financial Review on page 10. This
shows the results of the Group as if it had
been trading in its form at flotation for a full
twelve months with the three acquisitions
made in May and June being included in the
results from their dates of acquisition. I am
very pleased to report that the pro forma profit
before tax and the amortisation of goodwill
has grown to £1.3m in the year to 30 June
2005 from a profit of £0.2m in 2004. This has
been due to continued organic growth in sales
of our medicines management software, the
expansion of the group and the delivery of
synergies and economies of scale from
transforming the enlarged group into flexible
and efficient divisions able to call upon key
and common resources. 
Sales revenue visibility is robust with 61% of
pro forma revenues for the current year being
derived from recurring maintenance contracts
and a further 17% of account development
revenue from existing customers. The Group
continues to perform very well in the tenders 
for which it competes.
Pro forma adjusted basic earnings per share
in 2005 increased to 1.0p from 0.3p in 2004.
The Group’s balance sheet is strong with net
cash at 30 June 2005 of £2.7m. Operating
cashflow for the year represented 198% of
operating profits.
Chairman’s
Statement
The management team has demonstrated
their ability to maximise profit from
acquisitions whilst delivering strong organic
growth and an exciting product strategy
Admission to AIM
17 December 2004
Acquisition of Protechnic Exeter,
a health IT business serving 
100 Primary Care Trusts and 
140 GPs
17 December 2004
Key appointments increase
strength and experience of the
senior management team
10 May 2005
Chris Moore
Non-executive Chairman 5 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
Acquisition of Park Systems, 
UK leading independent retail
pharmacy computer systems
supplier
21 June 2005
Company announces a 548%
increase in pro forma* profit
before tax** to £1.3m
23 September 2005
Strategic move into Accident &
Emergency with acquisition of 
Footman Walker Associates
20 May 2005
2005 has been a remarkably successful
year for the Group
Management and Staff
During the period since flotation we have
established a strong plc board and an
effective operating management team who 
are well positioned to deliver enhanced
shareholder value from the enlarged Group. 
In an increasingly competitive environment,
attention to the needs of patients and
customers becomes increasingly important
and I would like to thank all of our employees
for their hard work during the year which has
helped us to maintain our market leading
position in medicines management.
Dividends
The Board has decided to recommend a
progressive dividend policy that shares some 
of the trading success with shareholders
whilst recognising the requirement for cash 
to pursue further acquisitions. The Board
recommends a first and final dividend of 
0.1p per share. Subject to approval by the
shareholders at the AGM on 26 October 2005
this dividend will be paid on 27 October 2005
to shareholders on the register at the close of
business on 7 October 2005.
Current Trading and Outlook
Ascribe has started the new financial year
trading in line with management expectations
and we expect to continue to deliver value 
for our customers and their patients, our
shareholders and our employees. Our strategy
for growth, based on adding companies with
earnings-enhancing IT solutions to our existing
core medicines management business,
provides a growing platform from which to
deliver enhanced growth in the coming years.
The company has already begun to benefit
from synergistic sales opportunities between
products and healthcare markets,
demonstrating the value of solid organic
growth and a more cohesive set of healthcare
solutions to our customers and investors.
We enter the new financial year with excellent
visibility of earnings - an order book at record
levels, a strong bank of tendering activity and
prospects and recurrent maintenance income
that represents over half of the Group’s total
income.
Chris Moore
Non-executive Chairman
22 September 2005 6 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Chief
Executive’s
Report
The business has a good order book, 
a strong sales pipeline reinforced by an
excellent record of winning public tenders, 
a healthy record of providing follow-on
products to existing customers and a
recurring maintenance contract income
level running at 61% of sales in the period.
£6.8m
2005 Pro forma* turnover
2006
OBJECTIVES
Maximise sales opportunities coming from
Group products
Drive further efficiencies from consolidated
Group operations
Deliver products from a common platform
Continue to acquire companies in
complementary markets
Stephen Critchlow
Chief Executive
Strategy
With over 50% of UK hospital pharmacies
using the Ascribe software, Ascribe has a
unique position in the medicines management
market. Our product includes software to
improve the safe handling and administration of
medicines as well as knowledge databases to
support decision making, when medicines are
prescribed, dispensed and administered.
Strong organic growth can be achieved by
cross selling our solutions to our current
customers who do not have this capability at
present. This gives us access to a market
which is in excess of £1bn in the UK alone. Our
overseas customers provide routes to markets
in Australia, New Zealand and South East Asia. 
The ability to achieve organic growth through
cross-sales comes from Ascribe’s web-based
Integrated Clinical Workstation “ICW” software
which also provides an integration capability
allowing the Group to move to a single product
strategy by controlled evolution. Firstly by
integrating the legacy applications and then by
replacing them over time. Using this approach
Ascribe can grow shareholder value when
acquiring other businesses in the Health IT
sector by improving their solution offering and
sales revenue, and optimising their overheads.
This focused product-strategy means that the
IT healthcare businesses which Ascribe has
and will acquire, can be rapidly integrated into
our model, providing an excellent offering and
additional benefits for patients, healthcare
professionals, employees and ultimately our
shareholders.
Operations
Since flotation we have organised the Group
into three divisions – Pharmacy, Mental 
Health & Community Care and Primary &
Unscheduled Care. These divisions benefit 
from a group sales and product strategy.
Common services across the Group are
managed to improve performance and deliver
economies of scale.
We have built a strong operational
management team which is actively
consolidating the Group and has demonstrated
efficiencies ahead of our initial expectations.
We are able to invest £1m in ongoing R&D
with a profit before tax of £1.3m and an
excellent cash conversion of 198%. I would
like to thank all the employees for the
commitment and energy they have put into
delivering these results and creating such a
healthy platform for growth.
Our overseas operations provide a route to
market for the integrated product. We will be
launching the new web-based pharmacy and
ICW software in our overseas markets in
November 2005.
Pharmacy
The Pharmacy Division comprises the
traditional hospital and retail pharmacy
markets together with the emerging
opportunities in ward-based electronic
prescribing. The Division has a market leading
position in UK hospital pharmacy with Ascribe
software installed in more than 50% of
hospitals. With the acquisition of Park
Systems, the Group now also supplies retail
pharmacy customers. In addition the Division
has systems in 41 hospitals in South East
Asia and Australasia, where it has a sales
office in Brisbane.
The Division has enjoyed continued organic
growth during the year. New software
solutions have been installed and are in 
live usage at 27 new sites. With unique
functionality and access to a clinical decision
support database the ascribe product has
won nearly 90% of the tendering activity in
this market in recent years. Its modern
architecture facilitates simple integration 
with other hospital systems. An experienced
operations team, which includes a high
proportion of pharmacists, ensures that
implementations are efficient and effective 
for the customer. Further sales are expected
where the new medicines management and
electronic prescribing systems are sold to
existing pharmacy customers. 7 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
The Ascribe web-based solution supports the
Christie team by enabling them to make more
informed clinical decisions, based upon the
shared availability of clinical and drug information
for each patient. The project began in November
2004 and the first clinic was live within six
months. The Trust-wide rollout is scheduled for
early 2006.
“Our aim for the first phase of this project was to
ensure we could safely prescribe and administer
medicines electronically for the breast cancer
clinics. Our team has adapted well to the new
Ascribe software and we are starting to realise
the benefits it offers.” June So, Chief Pharmacist
The Christie Hospital in
Manchester is the largest
single-site cancer treatment
centre in Europe, providing
care for 3.2 million people, and
is internationally renowned in
all aspects of cancer care.
The Christie Hospital made the
decision to implement electronic
prescribing and medicines
administration to improve clinical
safety and the quality of service
delivered to patients.
Pharmacy
automating processes to save lives
of 2005 revenue is generated by recurring
maintenance contracts with customers 
in the UK and overseas
61 %
Professionalism and expertise
Mental Health and Community Care
Over 100 primary care trusts in the UK and
Ireland use the Group’s solutions. With a track
record of delivering for over 20 years, ePEX 
is seen as a leader in the Mental Health IT
market. We are already delivering Ascribe’s
new web-based medicines management
solution for drug misuse and customer
feedback has been excellent. These solutions
are expected to comprise a significant
element of the division’s organic growth in 
the coming year.
Healthcare Trusts are widening the usage 
of care systems in the community. Many
customers have therefore extended their
software licences to include further users 
and modules. This increases recurring
maintenance revenue and has been
accelerated by improved system functionality,
particularly in the sphere of web-based
electronic care management modules.
Increasingly, field-based mental health and
child care clinicians are using our systems,
day to day, to treat patients in the community. 8 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Chief
Executive’s
Report continued
The results represent a very pleasing start
to life as a public company.
Go Live!
27 new hospital pharmacy systems 
went live in the year
Primary and Unscheduled Care
This Division delivers software to accident &
emergency (A&E) departments, minor injuries
clinics and GP practices throughout the UK
and Ireland. 
The GP system is supported by a loyal user
group who use traditional GP management
software. Primary care processes are
changing considerably and Ascribe is
committed to offering flexible software
solutions to the new ways of working. This 
is being driven by a move to commission
healthcare services from larger and more
capable facilities in the community, offering
unscheduled care such as treating minor
injuries. In May 2005 Ascribe acquired
Footman Walker, which supplies software 
to 30% of A&E departments in the 
UK as well as some of the newer minor
injuries units.  Since acquisition, contracts for
four new sites have been won, demonstrating
the growth potential within this Division. We
are also developing software to serve the
needs of newer GP surgeries where extra
functionality is required.
This approach has been designed to
complement the NHS “Connecting for Health”
programme.
The recent sales orders for A&E solutions
have taken this business to a record sales
level as it moves into the delivery phase of its
latest system offering, “Symphony”.
Symphony is based on the same Microsoft
technologies as the Ascribe products and will
be rapidly integrated to enable a single
product offering.
Product Strategy
Our web-based medicines management
solution will be integrated with the current
product offerings of our recent acquisitions,
providing an ideal vehicle to deliver integrated
modules as follow-on sales to current
customers. The reorganisation of the
development operation will ensure that 
Ascribe can offer a single product to any 
health IT market.
Growth arising from this strategy is expected 
to be delivered progressively over the next 
five years. Using the Group’s overseas
development team in tandem with UK staff 
that has domain knowledge, will mean that
our development resource will be optimised
and will be more effective in its delivery. This
strategy will enable development teams from
incremental acquisitions to quickly reap the
benefits of scale and a common software
architecture.
Sales and Marketing
We have a healthy sales pipeline against the
products currently available. Customers are
demanding integration and clinical functionality
to address changes in healthcare, where
systems become organised around the needs
of both patients and the healthcare
organisation. Ascribe’s Medicines Management
software delivers the functionality required to
address the needs of our customers today
and also delivers integration that can be used
to deliver other products from our merged
Group, seamlessly, to the customer without 
re-development.  9 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
Solihull PCT required an IT system to 
support their implementation of the “Single
Assessment Process” (SAP) which would
allow patient information to be drawn
together from separate systems and shared
across both health and local authority
services within the community. An Ardentia
Data Warehouse was selected for this
purpose and a secure messaging method
was devised to transfer patient data from
ePEX and Care First over the NHS Net into
the Warehouse, providing a common view 
on demographics and referrals, SAP
information, specialist assessments and 
care plans. The e-PEX 3 system went live
with this functionality on 28th June 2005.
“I am pleased that the development has met
its primary objectives and a number of
additional benefits are also being discussed,
including other opportunities for sharing data
that benefits the patient” Neil Serougi,
Director of IT Services, Solihull PCT.
Solihull Primary Care Trust
(PCT) was formed in 2001 to
bring together all those who
deliver care and advice in the
community, such as GP’s,
nurses and therapists, together
with Learning Disabilities and
Child Health within one
organization, making things
simpler for patients.
Solihull PCT serves a population
of around 212,000, registered at
31 GP practices.
Mental Health and
Community Care
Professionalism and expertise
Business Development
Strong organic growth is coming from selling
our departmental and clinical systems directly
to clinicians. Customers are demanding an
integrated approach to patient care from a
responsive supplier that can be flexible as
health systems change both in the NHS 
and overseas.
Ongoing acquisitions of companies that can
use Ascribe IT solutions to enhance delivery 
to their customers, or who can add to this
product offering, will put Ascribe in a dominant
position as a clinical systems provider.
Stephen Critchlow
Chief Executive
22 September 2005  10 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Financial
Review
Jeremy Lee
Group Finance Director
1.03p
(2004: 0.34p)
Plc Creation
The Company was incorporated and registered
in England and Wales on 12 August 2004. 
On 17 December 2004, the Company’ s ordinary
shares were admitted to trading on AIM.
Operating Results
(including unaudited pro forma results)
The reported results on page 20 represent the
trading of three elements of the group: firstly,
the Company since incorporation; secondly,
ASC Computer Software Limited and its
subsidiaries (“ASC”) for the year and finally, 
all other subsidiaries since acquisition. These
results show turnover of £5.3m and operating
profit before amortisation of goodwill of £0.9m.
In order to provide a clearer understanding of
the Group’s results we have produced a pro
forma profit and loss statement, which shows
the results for the Group as if its constituent
elements (namely ASC and Protechnic Exeter
Limited (“Protechnic”) at the time of flotation at
17 December 2004 had been trading for the
full year). The results of the acquisitions made 
in late May and June 2005, have been
included from their respective dates of
acquisition. 
The pro forma results for both years have
been prepared on the basis of current
accounting policies, except in so far as: 
a) the same 2005 past-year goodwill
amortisation charge for Protechnic has been
used for 2004; b) the same 2005 interest
credit has been used for 2004; and c) the
same 2005 non-equity dividend has been
used for 2004. The comparative pro forma
results for the year to June 2004 represent 
the results of ASC and Protechnic only for 
that period. 
Pro forma Profit and Loss Account
Pro forma year Pro forma year
ended 30 June 2005 ended 30 June 2004
£’000 £’000
Turnover 6,767 6,243
Cost of Sales (724) (867)
Gross Profit 6,043 5,376
Overheads (4,864) (5,240)
Operating Profit* 1,179 136
Interest receivable 97 97
Profit on ordinary 
activities before tax 
and goodwill 1,276 233
Goodwill amortisation (148) (148)
Profit on ordinary 
activities before tax 1,128 85
Pro forma earnings 
per share
Basic 0.80p 0.11p
Diluted 0.79p 0.11p
Adjusted basic* 1.03p 0.34p
* Before goodwill amortisation
Earnings per Share
Adjusted basic earnings per share is 0.9p
(2004: (0.5p)). Adjusted basic pro forma
earnings per share were 1.0p, up from the
previous year (2004: 0.3p).
Tax
The tax charge for the year of £0.15m
represents an effective rate of 15.8% on profit
before tax and goodwill amortisation. This is
due to the tax losses utilised against profits
made in ASC and the availability of enhanced
allowances from investment in R&D activity
across the Group. Further details on how the
tax charge was calculated are contained in
note 6 to the accounts.
Pro forma* eps 11 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
Last year the hospital saw 103,000 patients
in its outpatient clinics and 119,000 patients
in A&E. The hospital’s A&E department
required a modern IT solution to help assess
patient care, waiting times and the allocation
of medical resources. The hospital has
acquired Symphony and been so pleased
with its performance that it has extended its
licence to the main medical admissions units.
“The system works well, has proved itself to 
be adaptable to our needs and is easy to
use.” David Wilcox, Modern Matron, A&E
Department, St George’s Healthcare 
NHS Trust.
St George’s Hospital in 
Tooting is one of the largest
NHS teaching hospitals in the
country. Each year the 
Hospital undertakes around
50,000 NHS inpatient and
24,000 out-patient operations.
Primary and
Unscheduled Care
Professionalism and expertise
Balance Sheet and Cash Flow
The balance sheet as at 30 June 2005 shows
net assets of £6.4m, which includes goodwill
of £8.3m, deferred income of £3.7m and
deferred cash consideration of £1.2m. It also
includes net cash balances of £2.7m.
During the year the Group’s cash flow from
operating activities was strong, representing 
a conversion rate of 198% of operating profit
before goodwill amortisation. The funds raised
at float were used to repay ASC’s preference
shareholders and to meet the initial cash
consideration for the Protechnic acquisition.
The Group remains highly cash generative, 
not least because of the high level of recurring
annual maintenance contract income paid 
in advance.
Acquisitions
On 17 December 2004, the Group acquired
the entire share capital of Protechnic Exeter
Limited and its subsidiaries. The initial
consideration of £5m was satisfied by 
£2.7m in cash and £2.3m in shares. Further
consideration of £0.8m in cash is payable if
certain performance criteria are met.
On 20 May 2005, Footman Walker Associates
Limited and its subsidiary was acquired for 
an initial consideration of £1.8m. This was
satisfied by £1m in cash and £0.8m in shares.
A further £0.8m consideration is payable
(£0.2m in cash and £0.6m in cash or shares) 
if certain performance criteria are met.
On 17 June 2005, the Group acquired Arkive
Computing Limited for an initial consideration 
of £52,000 in cash and shares, and deferred
consideration of £55,000.
On 21 June 2005, the Group acquired Park
Systems Limited for an initial cash
consideration of £13,000 plus a deferred
consideration of up to £0.4m (£0.2m in cash
and £0.2m in cash or shares), subject to
meeting certain performance criteria.
Goodwill Amortisation
A charge of £0.15m for the amortisation of
goodwill has been made during the year,
representing a part-year charge in all cases.
Goodwill is being amortised over 20 years for
each of the acquisitions made during the year.
Jeremy Lee
Finance Director 
22 September 2005 12 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Board of
Directors
Stephen Critchlow
Chief Executive, Aged 45
Stephen is the founder of ASC Computer
Software Limited. He started work for the NHS
as a clinical pharmacist rising to the position of
Director of Pharmacy in 1987  for the Royal
Manchester Children’s Hospital and Prestwich
Hospital. He left the NHS in 1997 to grow the
business and develop the new Ascribe product
set. He has grown the company from its first
customer. Stephen was appointed as Chief
Executive to the Board at flotation.
Jeremy Lee
Finance Director, Aged 45
Jeremy, a Chartered Accountant, was Group
Finance Director of AIM-listed biotechnology
group, Tepnel Life Sciences plc between 1998
and 2001 and OFEX listed technology company,
FeONIC plc, between 2001 and 2004. Prior to
that he had divisional roles at the Campbell Soup
Co Inc. and Life Sciences International plc. 
He joined ASC in July 2004 and was appointed 
to the Board at flotation. Jeremy has
considerable experience in acquisitions, public
fund raising activities and of managing early
stage R&D companies.
Chris Moore
Non-executive Chairman, Aged 50
Chris was appointed to the Board on 10 May
2005. He is Chief Executive of Torex Retail plc
and has extensive plc expertise with over 20
years experience within the IT sector. Up until its
merger with iSOFT, Chris led the management
team of the high profile European healthcare 
IT group, Torex PLC, where he built up the
company by acquisition and organically, from a
small company with a market capitalisation of
£10m to a £350m substantial group.
Mark Woodbridge
Non-executive Director, Aged 34
Mark is the Finance Director of AT
Communications Group plc. Previously he was
Group Finance Director of Torex PLC from June
2000 to December 2003, working alongside
Chris Moore during the group’s transformation
from a small company to a market leader.
Previously Mark worked as Financial Controller
for Tarmac plc for five years, two of which were
spent in Malaysia.
David Hughes
Non-executive Director, Aged 63
David joined the Board of ASC in 2002 after 
a career with IBM, McDonnell Douglas
Information Systems, Apricot Computers and
latterly at Misys plc, where he was Managing
Director of TIS Software Ltd before being
appointed Chief Executive Officer of ACT
Financial Systems Ltd in 1995. He has been
successfully managing software houses since
1985 both in terms of restoring profitability,
growing UK and international operations and
integrating acquired businesses. Report of the Directors 
For the period ended 30 June 2005
13 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
The Directors present the annual report and audited financial statements for the period ended 30 June 2005.
Principal activities, trading review and future developments
The principal activity of the Group is the development, supply and support of software packages for the UK and international health market.
A review of the Group’ s activities during the year and prospects for the Group’ s future are provided in the Chairman’ s statement, the Chief Executive’ s
Report and the Financial Review on pages 4 to 11.
Results and dividends
The results of the Group are set out in the consolidated profit and loss account on page 20. The Directors recommend the payment of a first and final
dividend of 0.1p per share to the holders of ordinary shares, totalling £0.1m. The retained profit for the financial year was £0.45m. 
Research and development
The Group is continuously developing its software products to meet the needs of the medicines management market. During the year, the Group incurred
expenditure on software research and development of £0.99m (2004: £0.85m). 
Change of name
The Company was incorporated on 12 August 2004 as Ever 2458 Limited. It changed its name to Ascribe Limited on 19 November 2004 and re-
registered as a public company – Ascribe plc – on 25 November 2004.
Directors
The Directors who served during the period together with their interests in the ordinary share capital of the Company at the year end are set out below.
Certain Directors have been granted share options, the details of which are set out in the Remuneration Report on pages16 and 17.
Number of Ordinary Shares of 1p each
At 30 June 2005 At 12 August 2004***
Stephen Critchlow (appointed 23 November 2004) *18,680,347 *18,680,347
David Hughes (appointed 25 November 2004) 250,000 250,000
Jeremy Lee (appointed 23 November 2004) 27,778 27,778
Chris Moore (appointed 10 May 2005) 10,822,771 10,822,771
Mark Woodbridge (appointed 10 May 2005) **30,000 **30,000
Everdirector Limited (appointed 12 August 2004; resigned 23 November 2004) – –
* includes 1,981,870 shares where connected persons or family members have the beneficial interest
** includes 30,000 shares where connected persons or family members have the beneficial interest
*** or date of appointment if later
Since 30 June 2005 there have been no changes to the Directors’ interests.
In accordance with the articles of association each of the current Directors resigns and being eligible offers himself for re-appointment.
Acquisitions and disposals
Details of acquisitions during the period are contained in the Financial Review on page 10.
Substantial interest in shares
As at 21 September 2005, the Company had been notified of the following substantial holdings in its issued ordinary share capital:
Number of shares % of total
A S Critchlow* 18,680,347 17.46%
C K Jones 16,553,747 15.47%
A R Bradshaw* 12,635,244 11.81%
C E Moore 10,822,771 10.11%
Artemis Investment Management Limited 8,943,135 8.36%
Legal and General Investment Management Limited 5,555,556 5.19%
R J Hinchliffe 5,436,329 5.08%
C K Whiteley 4,807,000 4.49%
* includes shareholdings of connected persons
Payments to creditors
The Group does not follow any external code or standard on payment practice. The policy for all Group suppliers is to set terms of payment when agreeing
the terms of each business transaction and to ensure that the supplier is aware of these terms. The Group seeks to abide by those terms whenever it is
satisfied that the supplier has met the contractual obligations. At 30 June 2005 the number of days of trade creditors for the Group, calculated by reference
to the total amounts invoiced by suppliers, was 31 days.  Report of the Directors continued
For the period ended 30 June 2005
14 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Political contributions and charitable donations
There have been no political contributions during the period and charitable donations amounted to £1,160.
Annual General Meeting
Formal notice of the forthcoming Annual General Meeting, to be held at the Group’ s head office in Bolton starting at 11am on Wednesday 26th October
2005, is given on page 36. This notice sets out the resolutions to be proposed at the Annual General Meeting, together with explanatory notes. The proxy
card for registered shareholders is enclosed with this report.
There are two items of special business. 
Resolution 10 proposes to grant Directors authority for a period 15 months from the date of the AGM to allot a maximum of 10,998,736 relevant securities.
This represents one third of the aggregate unissued ordinary share capital.
Resolution 11 proposes to permit Directors, for a period of 15 months from the date of the AGM to allot up to 10,700,379 equity securities wholly for cash
other than on a pre-emptive basis to current shareholders pro rata to their existing holdings. This represents 10% of the aggregate current issued ordinary
share capital.
Corporate governance
The corporate governance report is set out on page 15. 
Auditors
T enon Audit Limited have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at the Annual General
Meeting.
By order of the Board
J S W Lee
Secretary
22 September 2005 Ascribe joined AIM in December 2004 and is therefore not required to comply fully with the provisions of the Combined Code (“the Code”). However the
Directors believe that good corporate governance is essential, and having considered the provisions of the Code, set out below those principles which the
Group has adopted since incorporation and how the Group has applied the principles. The current size of the Group means that full compliance with the
provisions of the Code is not practicable. 
The Board
The Board of Directors includes a balance of Executive and Non-executive Directors. As at the year end the Board comprised two Executive Directors –
the Chief Executive and the Finance Director – and three Non-executive Directors, including the Chairman of the Board. These Directors bring a wide range
of business and sector experience to the Board’ s discussions and decision making.
There is a formal schedule of matters reserved for decision by the Board which includes overall strategy, business planning, acquisitions and the approval
of major items of capital expenditure, thus ensuring that it maintains full and effective control over appropriate strategic, financial, organisation and
compliance issues. The Directors have access to the Company Secretary and to independent legal advice, if required, at the Company’ s expense.
Board committees
The Board delegates certain specific responsibilities to Committees which have been formally constituted and have clearly defined terms of reference.
Audit committee
The Audit Committee, now comprises two Non-executive Directors and is chaired by Mark Woodbridge. It meets at least twice a year when the Executive
Directors are invited to attend. The Committee reviews the interim and annual reports prior to submitting them to the Board for approval. 
It ensures that appropriate accounting and financial policies and procedures are implemented, that systems of internal control and external audit are 
in place and that auditors’ recommendations are considered. 
The Committee receives monthly reports from the Executive Directors, reviews the relationship with the external auditors and recommends the audit fee to
the Board.
The external auditors attend each meeting and have the opportunity for direct access to the Committee without the presence of the Executive Directors for
independent discussions.
Internal controls
The Board is responsible for reviewing and approving the adequacy and effectiveness of the Group’ s internal controls, including financial, operational and
compliance controls and risk management.
The Directors are ultimately responsible for the Group’ s system of internal controls and for reviewing its effectiveness. The role of management is to
implement Board policies on risk and control. 
The key elements of the Group’ s internal control are:
• a clearly defined management structure and delegation of authority to committees of the Board, heads of department and individual business divisions;
• regular and comprehensive information provided to management, covering financial performance and key performance, including non-financial
measures;
• a detailed budgeting process and rolling strategic plan which is approved by the Board;
• procedures for the approval of capital expenditure and business acquisitions; and
• monthly monitoring and re-forecasting of results versus budget, with analysis, investigation and action taken in relation to variances.
Remuneration committee
The Remuneration Committee determines, on behalf of the Board, the Group’ s policy on executive and higher paid staff remuneration and considers and
approves remuneration packages for the Executive Directors. The Remuneration Report is set out on page 16 and 17.
Going concern
The Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than
12 months from the date of this report. For this reason, they continue to adopt the going concern basis in preparing the financial statements. The Directors
have satisfied themselves that the Group is in a sound financial position and that sufficient cash resources will be available to meet foreseeable operating
cash requirements.
Relations with shareholders
The Company endeavours to maintain regular communications with shareholders through RNS announcements, via the Group’ s website and by direct
contact with its major shareholders. The Board values the views of shareholders and maintains a regular dialogue with investment fund managers, other
investors and analysts to ensure that the investing community receives a consistent view of the Group’ s performance.
Corporate Governance Report
For the period ended 30 June 2005
15 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 16 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
The remuneration report sets out the Company’s remuneration policy and its application to its Directors. The Remuneration Committee is appointed by
the Board and during the year the following Directors served:
David Hughes (Chairman)
Stephen Critchlow (until 27 May 2005)
Chris Moore (from 27 May 2005)
The Remuneration Committee’s terms of reference are set and approved by the Board.
Directors’ contracts
Each Executive Director has a rolling service contract with the Company which may be terminated by either party with not less than 12 months’ notice.
Non-executive Directors have letters of appointment, not service contracts, which are terminable in not less than 12 months.
Remuneration policy
The Board has appointed the Remuneration Committee to ensure that the Company’s Executive Directors are rewarded to attract, retain and motivate
individuals of the appropriate quality at a fair level.
Executive Directors’ remuneration
The main elements of the Director’s remuneration package are as follows:
• basic salary – reviewed annually in June;
• benefits including pension contributions, life assurance, company car allowance and healthcare;
• annual bonus payment determined on certain financial targets agreed by the Committee.
Share option plans
Ascribe plc operates approved and unapproved discretionary share option schemes for staff of the Group. The Committee decides which individuals
should participate and the extent of their participation. Share options are awarded within the scheme rules subject to Inland Revenue rules.
Pension benefits
The Ascribe Group operates a number of Stakeholder and Contracted-In Money Purchase schemes where the Group matches staff contributions up
to a maximum of 5%. Both Executive Directors accrue benefits under Money Purchase schemes. In addition the Group operates an executive pension
scheme whereby Stephen Critchlow receives a contribution equal to 15% of his basic salary. Access to independent financial advice is provided to all
eligible staff to ensure that they are aware of the need to make adequate provision for retirement.
Performance graph
The graph illustrates the relative performance of the shares in the Company against the AIM Allshare Index since flotation.
Remuneration Report
For the year ended 30 June 2005
Dec 2004
Ascribe plc
Company performance against AIM Allshare Index
Sept 2005
2.5
2.0
1.5
1.0
AIM Allshare Index The auditors are required to report on the information contained in the following section of this report.
Emoluments
The remuneration of each Director who served during the year, excluding share options, is set out in the table below.
2005 2004
Pension Pension
Salary Benefits Bonus Fees Sub Total Contribution Total Salary Benefits Sub Total Contribution Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
S Critchlow* 123 1 35 – 159 18 177 107 1 108 14 122
J Lee* 77 – 15 – 92 3 95 ––– – –
Sub total 200 1 50 – 251 21 272 107 1 108 14 122
Non-executive Directors
C Moore ––– 4 4 – 4 ––– – –
D Hughes* 15 – – 11 26 – 26 23 – 23 – 23
M Woodbridge 2 – 10 – 12 – 12 ––– – –
Total 217 1 60 15 293 21 314 130 1 131 14 145
* the remuneration of these Directors prior to flotation relates to their remuneration as Directors of ASC Computer Software Limited.
The highest paid Director is Stephen Critchlow.
Share options
The following chart relates to participation in Ascribe plc Employee Share Option Scheme. The middle market value of the Company’s ordinary shares
on 30 June 2005 was 31.5p and the range during the period since flotation was 17.5p to 34p. The price at flotation was 18p.
Number of shares Earliest
Notes Exercise Price As at 12/8/04 Granted in year Exercised in year As at 30/6/05 Vesting Date Expiry Date
S Critchlow* 1,2 18p – 1,000,000 – 1,000,000 17/12/05 17/12/14
S Critchlow* 1,2 18p – 1,000,000 – 1,000,000 17/12/06 17/12/14
S Critchlow* 1,2 18p – 1,000,000 – 1,000,000 17/12/07 17/12/14
J Lee* 1 18p – 170,000 – 170,000 17/12/05 17/12/14
J Lee* 1 18p – 170,000 – 170,000 17/12/06 17/12/14
J Lee* 1 18p – 170,000 – 170,000 17/12/07 17/12/14
D Hughes 2 18p – 500,000 – 500,000 17/12/06 17/12/14
D Hughes* 2 18p – 34,000 – 34,000 17/12/05 17/12/14
D Hughes* 2 18p – 34,000 – 34,000 17/12/06 17/12/14
D Hughes* 2 18p – 34,000 – 34,000 17/12/07 17/12/14
Options under the Company’s schemes can normally be exercised only on the achievement of performance criteria set by the Remuneration
Committee and linked to the underlying performance of the Group.
* Performance Criteria – annual growth in earnings per share (excluding goodwill amortisation and exceptional items) above the corresponding annual
growth in the Retail Price Index.
1 Company’s Approved Executive Share Option Scheme
2 Company’s Unapproved Executive Share Option Scheme
Remuneration Report continued
For the year ended 30 June 2005
17 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 18 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Directors’ responsibilities
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the
Company and the Group and of the profit or loss of the Group for that year. In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departure disclosed and explained in the financial
statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the
Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible
for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
The annual report and accounts is available on the Group website: www.ascribe.com. The maintenance and integrity of the Group’s website is the
responsibility of the Directors. The work carried out by the auditors does not include consideration of these matters. Legislation in the UK governing 
the preparation and dissemination of accounts may differ from legislation in other jurisdictions.
Statement of Directors’ Responsibilities
For the period ended 30 June 2005 Independent auditor’ s report to the shareholders of Ascribe plc
We have audited the financial statements of Ascribe plc for the year ended 30 June 2005 which comprise the Consolidated Profit and Loss Account,
the Consolidated Statement of Total Recognised Gains and Losses, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated
Cash Flow Statement and the related notes. These financial statements have been prepared under the historical cost convention and the accounting
policies set out therein. We have also audited the information in the part of the Remuneration Report that is described as having been audited.
This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has
been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom
Accounting Standards are set out in the Statement of Directors’ Responsibilities. They are also responsible for the preparation of the other information
contained in the 2005 Annual Report including the Directors’ remuneration report.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and United Kingdom Auditing
Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent with the financial statements, if the company has
not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by
law regarding Directors’ remuneration and transactions with the company is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited financial statements. This other
information comprises only the Directors’ Report, the Chairman’s Statement, the Chief Executive’s Report, the Financial Review, the Corporate
Governance Report and the unaudited part of the Remuneration Report. We consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the
significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are
appropriate to the Group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we consider necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the affairs of the company and the Group as at 30 June 2005 and of the
Group’s profit for the year then ended, and have been properly prepared in accordance with the Companies Act 1985.
Tenon Audit Limited
Registered Auditor
Rochdale
22 September 2005
Independent Auditors’ report
For the year ended 30 June 2005
19 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 20 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
2005 2004
Note £’000 £’000 £’000 £’000 
Turnover
Continuing operations 3,086 2,826
Acquisitions 2,261 –
5,347 2,826
Cost of sales (415) (50)
Gross profit 4,932 2,776
Administrative expenses (4,188) (3,214)
Continuing operations 392 (438)
Acquisitions 352 –
Operating profit / (loss) 4 744 (438)
Continuing operations 392 (438)
Acquisitions 500 – 
Operating profit before goodwill amortisation 892 (438)
Goodwill amortisation (148) –
Interest receivable 5 50 17
Profit / (loss) on ordinary activities before taxation 794 (421)
T axation on profit / (loss) on ordinary activities 6 (149) 118
Profit / (loss) on ordinary activities after taxation 645 (303)
Dividends and appropriations 7 (200) (216)
Retained profit / (loss) 21 445 (519)
Adjusted basic earnings / (loss) per share 8 0.93p (0.48p)
Basic earnings / (loss) per share 0.65p (0.82p)
Fully diluted earnings / (loss) per share 0.64p (0.82p)
Consolidated statement of total recognised gains and losses
2005 2004 
£’000 £’000
Profit / (loss) for the financial year 445 (519)
Exchange loss (3) (1)
T otal recognised gains and losses relating to the year 442 (520)
The notes on pages 23 to 35 form part of these financial statements.
Consolidated Profit and Loss account 
For the year ended 30 June 2005 Group Company 
2005 2004 2005 2004 
Note £’000 £’000 £’000 £’000 
Fixed assets
Intangible fixed assets 9 8,312 – – – 
T angible assets 10 215 239 – – 
Investment in subsidiary undertakings 11 – – 12,041 –
8,527 239 12,041 –
Current assets
Debtors 13 1,524 716 34 –
Cash at bank and in hand 2,700 613 1,758 –
4,224 1,329 1,792 –
Creditors: amounts falling due within one year 14 (6,181) (1,254) (4,302) –
Net current (liabilities) / assets (1,957) 75 (2,510) –
Total assets less current liabilities 6,570 314 9,531 –
Creditors: amounts falling due after more than one year 15 (200) – (200) –
Net assets 6,370 314 9,331 –
Capital and reserves
Called up share capital 19 1,070 2,929 1,070 –
Shares to be issued 23 855 – 855
Share premium account 21 6,979 468 6,979 –
Merger reserve 21 561 – – –
Profit and loss account 21 (3,095) (3,083) 427 –
Shareholders’ funds 22 6,370 314 9,331 –
Shareholders’ funds
Equity shareholders’ funds 6,370 (2,440) 9,331 –
Non-equity shareholders’ funds – 2,754 – –
6,370 314 9,331 –
The financial statements were approved by the Board on 22 September 2005.
A S Critchlow J S W Lee
Directors
The notes on pages 23 to 35 form part of these financial statements.
Consolidated and Company Balance Sheets 
At 30 June 2005
21 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 22 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
Note 2005 2004
£’000 £’000 £’000 £’000 
Net cash inflow / (outflow) from operating activities 26 1,764 (284)
Returns on investments and 
servicing of finance
Interest received 50 15
Taxation
Corporation tax (paid) / received (4) 269
Capital expenditure
Purchase of tangible fixed assets (39) (7)
Proceeds from the sale of fixed assets 4 –
–––––––––––––– ––––––––––––––
(35) (7)
Acquisitions
Net cash acquired with subsidiaries 12 2,687 –
Cash consideration and expenses 12 (3,933) –
–––––––––––––– ––––––––––––––
(1,246) –
Cash inflow / (outflow) before financing 529 (7)
Financing
Issue of ordinary share capital 5,000 50
Fundraising expenses (705) –
Repayment of preference shares (2,300) –
Preference shares redemption payment (454) –
Net cash inflow from financing 1,541 50
Increase in cash 27 2,070 43
The notes on pages 23 to 35 form part of these financial statements.
Consolidated Cash Flow Statement 
For the year ended 30 June 2005 Notes to the Financial Statements
1 Accounting policies
Basis of preparation
The financial statements have been prepared under the historical cost convention and are in accordance with applicable accounting standards.
The following principal accounting policies have been applied:
Basis of consolidation
Ascribe plc was incorporated on 12 August 2004 and following a share exchange agreement effected on 23 November 2004 it acquired the entire
share capital of ASC Computer Software Limited and its subsidiaries (“ASC”). This Group reconstruction has been accounted for by using merger
accounting principles and ASC’s results have been included in the Group’s financial statements, as if they had always been a member of the Group
with their results included for the full year. The corresponding 2004 results include the results for ASC for the year to June 2004 and the assets and
liabilities at 30 June 2004 together with the shares issued by the Company as consideration for ASC, as if they had always been in issue.
The Group financial statements consolidate those of the Company and of its subsidiaries up to 30 June 2005. The results of the other subsidiaries
acquired during the period are included from the effective date of acquisition. Profits and losses on intra-Group transactions are eliminated in full.
On acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair values
reflecting their condition at that date. No profit and loss account is presented for the Company, as permitted by Section 230 of the Companies 
Act 1985.
Goodwill
Goodwill arising on acquisition of a subsidiary undertaking or business is the difference between the fair value of the consideration paid and the fair
value of the assets and liabilities acquired. Goodwill arising on consolidation is amortised through the profit and loss account over the Directors’
estimate of the useful life of up to 20 years. Impairment tests on the carrying value of goodwill are undertaken at the end of the first full financial year
following acquisition and in other periods if events or circumstances change.
Turnover and long-term contracts
Turnover comprises the value of sales of licences, implementation, installation, support, maintenance, training, consultation and the supply of third
party software and hardware. Turnover excludes value added tax.
For the supply of hardware, software, and other sales, excluding maintenance, revenue is only recognised when each stage as specified in the
contract or order is completed.
Revenue on long-term contracts is ascertained in a manner appropriate to the stage of completion of the contract at the balance sheet date, with
due regard to anticipated future costs. Amounts recoverable on such contracts are included within debtors. Payments on account in excess of
turnover are included within creditors. Full provision is made for losses on all contracts in the year in which the loss is first foreseen.
For maintenance sales, only that proportion of revenue is recognised which relates to the part of the maintenance period falling within the
accounting year.
Research and development costs
All software research and development expenditure is expensed in the period in which it is incurred.
Depreciation
Depreciation is provided to write off the cost, less estimated residual values, of all fixed assets on a straight-line basis. It is calculated at the
following rates:
Leasehold improvements – 20% per annum.
Fixtures and fittings – 20% - 33
1
⁄ 3% per annum.
Computer equipment – 33
1
⁄ 3% per annum.
Motor vehicles – 33
1
⁄ 3% per annum.
Fixed asset investments
Fixed asset investments in subsidiary undertakings are stated at cost less provision for permanent diminution in value. Cost comprises the
aggregate of cash consideration, shares issued and acquisition expenses.
Deferred consideration
The terms of an acquisition may provide that the fair value of the purchase consideration, which may be payable in cash or shares at a future date,
depends on uncertain future events such as the future performance of the acquired company. The amounts recognised in the financial statements
are the fair value of the deferred consideration that is reasonably expected to be paid at the balance sheet date.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except
that the recognition of deferred tax assets is limited to the extent that the Group anticipates making sufficient taxable profits in the future to absorb
the reversal of the underlying timing differences. Deferred tax balances are not discounted.
Foreign currency translation
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 into sterling with the rate of exchange ruling at the balance sheet date, or at the contracted rate
when covered by a forward exchange contract. Differences on exchange arising from the retranslation of the opening net investment in subsidiary
undertakings are taken to reserves and reported in the statement of recognised gains and losses. All other foreign exchange differences are taken
to the profit and loss account.
Operating leases
Operating lease rentals are charged to the profit and loss account on an accruals basis over the term of the lease.
Pension costs
Contributions to staff and Directors defined contribution pension schemes are charged to the profit and loss account in the period in which they
become payable.
23 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 24 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
2 Segmental analysis
Turnover is wholly attributable to the principal activities. A geographical analysis of turnover is as follows:
2005 2004
£’000 £’000 
United Kingdom 4,921 2,387
Rest of the World 426 439
5,347 2,826
All turnover by geographical operation is generated by the UK whilst all operating profit is generated from the UK with the exception of £41,000,
generated from Australasia and Africa. All net assets are held in the UK with the exception of net liabilities of £124,000, held in Australasia and Africa.
3 Employees
2005 2004
£’000 £’000 
Staff costs (including Directors) consist of:
Wages and salaries 2,318 1,887
Social security costs 272 225
Pension costs 97 85
2,687 2,197
The average number of employees (including Directors) allocated by their principal activity during the year was as follows:
2005 2004
Number Number
Sales 31 20
Administration 12 15
Research and development 32 22
75 57
Emoluments of the Directors are set out in the Remuneration Report on pages 16 to 17.
4 Operating profit / (loss)
2005 2004
£’000 £’000 
This is arrived at after charging: 
Research and development costs – product development 986 846
Depreciation of owned assets 185 162
Amortisation of goodwill (note 9) 148 –
Auditors' remuneration:
Audit services 29 14
Other services 14 13
Operating leases – land and buildings 154 97
– other 56 56
Loss on disposals of tangible fixed assets 6 –
In addition to the auditors’ remuneration above, £9,000 was paid in 2005 in respect of fees relating to acquisitions made during the year which have
been capitalised as part of the cost of acquisitions.
5 Interest
2005 2004
£’000 £’000 
Interest receivable:
Bank interest 50 17
50 17
Notes to the Financial Statements continued 6 Taxation (charge) / credit on profit / (loss) on ordinary activities
2005 2004
£’000 £’000 
a) Analysis of (charge) / credit in the year
Current tax
UK corporation tax (139) 125
Overseas taxation (10) (7)
(149) 118
b) Factors affecting tax (charge) / credit for year
The tax (charge) / credit for the year is different to the standard rate of corporation tax in the UK. The differences are explained below:
2005 2004
£’000 £’000 
Profit / (loss) on ordinary activities before tax 794 (421) 
Theoretical tax at UK corporation tax rate of 30% (238) 126
Effects of:
Depreciation in excess of capital allowances (37) (20)
Amortisation of goodwill (44) –
Utilisation of tax losses 80 –
Marginal relief 4 (47)
Expenses not deductible for tax purposes (7) 2
Research and development enhanced deduction 83 57
Timing differences 10 –
Current tax (charge) / credit for the year (149) 118
c) Factors that may affect future tax charges
At 30 June 2005, there are corporation tax losses within certain subsidiaries of approximately £455,000 (2004: £656,000) which are available 
for set off against future taxable profits of those same trades.
7 Dividends and appropriations
2005 2004
£’000 £’000 
Final proposed (0.10p per ordinary share) 107 –
Non-equity appropriations – 190
Amortisation of share issue costs* 93 26
200 216
* Release of unamortised issue costs in respect of non-equity shares being written off by ASC Computer Software Limited on a time apportioned basis
but which crystallised on redemption of those shares.
Notes to the Financial Statements continued
25 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 26 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
8 Earnings / (loss) per share
Basic earnings per share are calculated by dividing profit for the financial year attributable to ordinary shareholders by the weighted average number of
shares in issue. Diluted earnings per share is the weighted average number of ordinary shares in issue adjusted for the potential ordinary share dilution
from share options and shares to be issued. Adjusted basic earnings per share was calculated by adding back goodwill amortisation and the
dividends and appropriations relating to non equity shares repaid at flotation, to more accurately reflect the Group’ s underlying earnings.
2005 2004
Basic Adjusted Diluted Basic Adjusted Diluted
£’000 £’000 £’000 £’000 £’000 £’000
Profit / (loss) after taxation 645 645 645 (303) (303) (303)
Non-equity appropriations (pre-flotation) (93) – (93) (216) – (216)
Goodwill amortisation – 148 – –– –
Profit / (loss) attributable to
ordinary shareholders 552 793 552 (519) (303) (519)
Number of shares (thousands) 84,946 84,946 86,226 62,886 62,886 62,886
Earnings (loss) per share (pence) 0.65p 0.93p 0.64p (0.82p) (0.48p) (0.82p)
Basic weighted average no. of shares (‘000) 84,946 62,886
Dilution arising from share options (‘000) 1,045 –
Dilution arising from shares to be issued (‘000) 235 –
Diluted weighted average number of shares (‘000) 86,226 62,886
9 Intangible fixed assets 
Goodwill
Group £’000
Cost
At 1 July 2004 – 
Additions – acquisitions 8,460 
At 30 June 2005 8,460
Amortisation
At 1 July 2004 – 
Charge for the year 148 
At 30 June 2005 148
Net book amount at 30 June 2005 8,312
Goodwill arose on the purchase of subsidiary undertakings during the year. Details of the goodwill arising on each acquisition are shown in note 12 
to these financial statements. In accordance with the requirements of FRS10, goodwill arising on each of the acquisitions during the year has been
capitalised on the Group’ s balance sheet and is being amortised over 20 years. This is the period over which the Directors estimate that the value of
the underlying business acquired will continue to exceed the value of the underlying assets. The investment in each company is included in the
balance sheet at its fair value at the date of acquisition. These fair values are preliminary and will be further reviewed in 2006.
Company – The Company has no intangible fixed assets.
Notes to the Financial Statements continued 10 Tangible assets 
Leasehold Motor Fixtures & Computer
improvements vehicles fittings equipment Total
Group £’000 £’000 £’000 £’000 £’000
Cost
At 1 July 2004 251 104 423 112 890
Additions 10 – 25 4 39
Disposals (10) (16) (50) – (76)
Arising on acquisitions 9 158 105 319 591
At 30 June 2005 260 246 503 435 1,444
Depreciation
At 1 July 2004 136 83 348 84 651
Charge for the year 45 33 71 36 185
Disposals (7) (13) (47) – (67)
Arising on acquisitions 7 118 62 273 460
At 30 June 2005 181 221 434 393 1,229
Net book value
At 30 June 2005 79 25 69 42 215
At 30 June 2004 115 21 76 28 239
Company – The Company has no tangible fixed assets.
11 Fixed Asset Investments – Company
Investments in subsidiaries at cost £’000
At 12 August 2004 –
Acquisitions (note 12) 12,041
At 30 June 2005 12,041
The cost of acquisitions of £12,041,000 includes £2,929,000, being the fair value of the consideration given, in respect of the acquisition of ASC
Computer Software Limited on 23 November 2004, which has been accounted for under merger accounting principles.
The principal subsidiary undertakings are as follows:
Name of Principal Country of % of issued ordinary shares
Company Activity Incorporation held and voting rights
ASC Computer Software Ltd Health Software England and Wales 100
Protechnic Exeter Ltd Health Software England and Wales 100
Footman Walker Associates Ltd Health Software England and Wales 100
Park Systems Ltd Health Software England and Wales 100
Arkive Computing Ltd Health Software England and Wales 100
All of the investments are directly held.
Notes to the Financial Statements continued
27 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 28 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
12 Acquisitions
Fair value adjustments have been made to the book value of the assets and liabilities in acquired companies to adjust, where applicable, the carrying
value of certain assets and liabilities. The fair values of a) to d) below are provisional and will be further reviewed based on additional information
available at 31 December 2005 and 30 June 2006.
a) Protechnic Exeter Limited (“Protechnic Exeter”)
On 17 December 2004, the Company completed the acquisition of Protechnic Exeter and its subsidiaries. The acquired assets and liabilities of
Protechnic Exeter were:
Book Fair value Provisional
value adjustments fair value
£’000 £’000 £’000
T angible fixed assets (i) 115 (35) 80
Stock (ii) 10(10)–
Debtors (iii) 214(9)205
Cash 2,202 – 2,202
Creditors (iv) (1,249)(229)(1,478)
Net assets acquired 1,292 (283) 1,009
Goodwill 4,879
Fair value of consideration 5,888
Satisfied by:
Cash 2,700
Shares issued (note 19) 2,300
Deferred consideration: cash (note 14) 800
Acquisition costs 88
5,888
Goodwill of £4.88 million arising on this transaction has been capitalised and is being amortised over 20 years, which is based on the Directors’
estimate of useful economic life. 
The material fair value adjustments to the net assets of Protechnic Exeter were calculated as follows:
(i) Alignment of depreciation policies to those of the Group and the write off of assets which would not have been capitalised under the Group’ s
capitalisation policies.
(ii) Stocks have been written down to their estimated fair values.
(iii) Trade debtors have been written down to their recoverable value.
(iv) Trade and other creditors have been adjusted for accrued liabilities on a fair value basis at the time of acquisition and the application of the Group’ s
income recognition policy.
Additional information on Protechnic Exeter 
The last financial statements of Protechnic Exeter were prepared for the year to 30 April 2004. The summarised profit and loss account for Protechnic
Exeter for the period from 1 May 2004 to 16 December 2004, the period prior to the effective date of acquisition, and for the preceding financial year
are as follows:
1 May 2004 to Year ended
16 December 2004 30 April 2004
£’000 £’000
Turnover 1,760 3,536
Operating profit 124 499
Profit on ordinary activities before taxation 188 544
Profit on ordinary activities after taxation 166 427
Notes to the Financial Statements continued 12 Acquisitions continued
b) Footman Walker Associates Limited (“Footman Walker”)
On 20 May 2005, the Company completed the acquisition of Footman Walker and its subsidiary. The acquired assets and liabilities of Footman Walker
and its subsidiary were:
Book Fair value Provisional
value adjustments fair value
£’000 £’000 £’000
T angible fixed assets (i) 71 (20) 51
Debtors (ii) 604(86)518
Cash 443 _ 443
Creditors (iii) (1,090)(213)(1,303)
Provisions for liabilities and charges (6) 6 –
Net liabilities acquired 22 (313) (291)
Goodwill 2,970
Fair value of consideration 2,679
Satisfied by:
Cash 1,007
Shares issued (note 19) 800
Deferred consideration : cash (note 14) 200
: shares to be issued (note 23) 600
Acquisition costs 72
2,679
Goodwill of £2.97 million arising on this transaction has been capitalised and is being amortised over 20 years, which is based on the Directors’
estimate of useful economic life. 
The material fair value adjustments to the net assets of Footman Walker and its subsidiary were calculated as follows:
(i) Alignment of depreciation policies to those of the Group and the write off of assets which would not have been capitalised under the Group’ s
capitalisation policies.
(ii) Trade debtors have been written down to their recoverable value.
(iii) Trade and other creditors have been adjusted for accrued liabilities on a fair value basis at the time of acquisition and the application of the Group’ s
income recognition policy.
Additional information on Footman Walker and its subsidiary
The last financial statements of Footman Walker were prepared for the year to 30 April 2004. The summarised profit and loss account for Footman
Walker and its subsidiary for the period from 1 May 2004 to 19 May 2005, the period prior to the effective date of acquisition, and for the preceding
financial year are as follows:
1 May 2004 to Year ended
19 May 2005 30 April 2004
£’000 £’000
Turnover 1,235 1,243
Exceptional bonuses 100 – 
Operating profit 117 250
Profit on ordinary activities before taxation 122 251
Profit on ordinary activities after taxation 169 220
Notes to the Financial Statements continued
29 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 30 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
12 Acquisitions continued
c) Arkive Computing Limited (“Arkive”)
On 17 June 2005, the Company completed the acquisition of Arkive. The acquired assets and liabilities of Arkive were:
Book Fair value Provisional
value adjustments fair value
£’000 £’000 £’000
T angible fixed assets (i) 2 (2) –
Cash 40 – 40
Trade and other creditors (ii) (18) (25) (43)
Net liabilities acquired 24 (27) (3)
Goodwill 118
Fair value of consideration 115
Satisfied by:
Cash 27
Shares issued (note 19) 25
Deferred consideration: shares to be issued (note 23) 55
Acquisition costs 8
115
Goodwill of £0.12 million arising on this transaction, has been capitalised and is being amortised over 20 years, which is based on the Directors’
estimate of useful economic life. 
The material fair value adjustments to the net assets of Arkive were calculated as follows:
(i) Alignment of depreciation policies to those of the Group and the write off of assets which would not have been capitalised under the Group’ s
capitalisation policies.
(ii) Trade and other creditors have been adjusted for accrued liabilities on a fair value basis at the time of acquisition.
d) Park Systems Limited (“Park”)
On 21 June 2005, the Company completed the acquisition of Park. The acquired assets and liabilities of Park were:
Book Fair value Provisional
value adjustments fair value
£’000 £’000 £’000
T angible fixed assets (i) 12 (12) –
Debtors 4– 4
Cash 3– 3
Creditors (ii) (50)(20)(70)
Net liabilities acquired (31) (32) (63)
Goodwill 493
Fair value of consideration 430
Satisfied by:
Cash 13
Deferred consideration : cash (note 15) 200
: shares to be issued (note 23) 200 
Acquisition costs 17
430
Goodwill of £0.49 million arising on this transaction, has been capitalised and is being amortised over 20 years, which is based on the Directors’
estimate of useful economic life. 
The material fair value adjustments to the net assets of Park were calculated as follows:
(i) Alignment of depreciation policies to those of the Group and the write off of assets which would not have been capitalised under the Group’ s
capitalisation policies.
(ii) Trade and other creditors have been adjusted for accrued liabilities on a fair value basis at the time of acquisition.
Notes to the Financial Statements continued 13 Debtors
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000  
Trade debtors 999 552 – – 
Amounts due from subsidiary undertakings – – 13 – 
Amounts recoverable on contracts 155 – – –
Other debtors 40 4 8 – 
Corporation tax recoverable – 125 – – 
Prepayments and accrued income 330 35 13 – 
1,524 716 34 –
All amounts shown under debtors fall due for payment within one year except for £12,000 of amounts recoverable on contracts which fall due after
more than one year (2004: nil).
14 Creditors: amounts falling due within one year
Group Company
2005 2004 2005 2004
£’000 £’000 £’000  £’000  
Bank overdraft 21 – – –
Trade creditors 264 85 24 –
Amounts owed to subsidiary undertakings – – 3,086 –
Corporation tax 209 6 2 –
Other taxation and social security 400 113 – –
Deferred consideration (note 12) 1,000 – 1,000 – 
Other creditors 16 15 – –
Deferred income 3,751 919 – –
Accruals 413 116 83 –
Dividend payable 107 – 107 – 
6,181 1,254 4,302 –
15 Creditors: amounts falling due after more than one year
Group Company
2005 2004 2005 2004
£’000 £’000 £’000  £’000  
Deferred consideration (note12) 200 – 200 –
16 Bank and other borrowings
All amounts shown under bank overdraft represent uncleared payments on current account. The Group has no bank loans. 
Notes to the Financial Statements continued
31 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc 32 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
17 Financial instruments
Short term debtors and creditors have not been treated as financial assets and liabilities for disclosure purposes.
The Group’ s financial instruments comprise cash and cash on deposit together with deferred consideration outstanding on acquisitions of subsidiaries.
Interest rate risk
The Group finances its operations through a mixture of retained profits and bank deposits. The Group seeks to maximise interest receivable by
amalgamating Group cash balances to place on deposit. In the period ended 30 June 2005, cash on deposit earned interest at a weighted average 
of 3.25%. The interest rate exposure to the financial assets of the Group was:
Cash at bank and in hand:
2005 2004
£’000 £’000
Sterling 2,625 566
Australian Dollars 69 45
New Zealand Dollars 4 2
Kenyan Shillings 2 –
Total 2,700 613
Currency risk
The Group does not actively hedge against the effect of exchange rate differences resulting from the translation of foreign currency earnings, except in
so far as a significant proportion of the foreign currency trade receivables are matched by similarly denominated trade payables. Material surplus cash
balances not denominated in sterling are promptly translated into sterling.
Fair values
The fair value of the deferred consideration is not considered to be materially different from its book value.
18 Deferred taxation
The potential deferred taxation (asset) / liability is as follows:
Unprovided Provided
2005 2004 2005 2004
Group £’000 £’000 £’000  £’000
Accelerated capital allowances (53) 2 – –
Sundry timing differences (71) (6) – –
T ax losses (136) (197) – –
At 30 June 2005 (260) (201) – –
19 Share capital
Total
Preference shares Ordinary shares 2005 2004
£’000 £’000 £’000  £’000  
Authorised
140,000,000 Ordinary Shares of 1p each 1,400 –
1,400 –
Allotted, called up and fully paid
Share for share exchange with ASC Computer Software Ltd 2,300 629 2,929 –
Redemption of preference shares (2,300) – (2,300) –
Issued in respect of acquisitions – 441 441 –
107,003,791 Ordinary Shares of 1p each – 1,070 1,070 –
At the date of its incorporation on 12 August 2004, the authorised share capital of the Company was £1,000 divided into 1,000 ordinary shares of
£1.00 each of which one subscriber shares was in issue, fully paid. 
By way of resolutions passed on 23 November 2004 it was, inter alia, resolved:
• to subdivide and reclassify the authorised share capital of £1,000 in the capital of the Company into 100,000 A ordinary shares of 1p each; and
• to increase the authorised share capital of the Company from £1,000 divided into £100,000 A ordinary shares of 1p each to £4,150,000 divided
into 100,000,000 A ordinary shares of 1p each, 15,000,000 B ordinary shares of 1p each, 10,000,000 C ordinary shares of 1p each, 750,000 A
cumulative redeemable preference shares of £1.00 each and 2,150,000 B cumulative redeemable preference shares of £1.00 each.
Notes to the Financial Statements continued 19 Share capital continued
On 23 November 2004, the Company issued 53,519,650 A ordinary shares of 1p each credited as fully paid, 9,356,426 B ordinary shares of 1p each
credited as fully paid, 10,000 C ordinary shares of 1p each credited as fully paid, 150,000 A cumulative redeemable preference shares of £1.00 each
credited as fully paid and 2,150,000 B cumulative redeemable preference shares of £1.00 each credited as fully paid in consideration for the
acquisition of the entire issued share capital of ASC Computer Software Limited.
By way of resolutions passed on 13 December 2004 it was, inter alia, resolved, to redeem the 150,000 cumulative redeemable A preference shares 
of £1.00 each and 2,150,000 cumulative redeemable B preference shares of £1.00 each for the aggregate sum £2,300,000, together with the sum of
£435,184 representing an amount equal to accrued dividends on the cumulative redeemable B preference shares and to declare a dividend in the
sum of £18,438 representing an amount equal to accrued dividends on the B ordinary shares.
By way of resolutions passed on 13 December 2004 it was resolved:
• to subdivide the authorised 750,000 cumulative redeemable A preference shares of £1.00 each into 75,000,000 cumulative redeemable 
B preference shares of 1p each and the 2,150,000 cumulative redeemable B preference shares of £1.00 each into 215,000,000 cumulative
redeemable B preference shares of 1p each;
• to re–classify the authorised share capital of the Company of £4,150,000 divided into 100,000,000 A ordinary shares of 1p each, 15,000,000 
B Ordinary Shares of 1p each, 10,000,000 C ordinary shares of 1p each, 75,000,000 cumulative redeemable A preference shares of 1p each 
and 215,000,000 cumulative redeemable B preference shares of 1p each into 415,000,000 Ordinary Shares of 1p each; and
• to cancel 275,000,000 authorised but unissued ordinary shares of 1p each in the capital of the Company.
On 17 December 2004, the Company issued 27,777,778 ordinary shares of 1p each by way of a placement at 18p per share.
On 17 December 2004, the Company issued 12,777,778 ordinary shares of 1p each in part consideration, at 18p per share, for the acquisition of the
entire share capital of Protechnic Exeter Limited.
On 20 May 2005, the Company issued 3,478,260 ordinary shares of 1p each in part consideration, at 23p per share, for the acquisition of the entire
share capital of Footman Walker Associates Limited.
On 21 June 2005, the Company issued 83,799 ordinary shares of 1p each in part consideration, at 29.8p per share, for the acquisition of the entire
share capital of Arkive Computing Limited.
20 Share options
The Ascribe plc Share Option Scheme was established on Admission to AIM in order to provide incentives to Directors and employees. The Scheme is
administered by the Remuneration Committee at whose discretion options are granted. The following options, which include Director’ s share options,
were outstanding at 30 June 2005: 
Number of Shares Date granted Exercise price per share Exercisable between
6,744,500 17 December 2004 18p 17 December 2007 – 16 December 2014
500,000 27 May 2005 24p 27 May 2008 – 26 May 2015
21 Reserves
Merger Share Profit and
Reserve Premium loss account
£’000 £’000  £’000  
Group
At 1 July 2004 – 468 (3,083)
Retained profit for the year – – 445
Accrued non-equity dividend paid – – (454)
Unamortised issue costs in respect of ASC Computer Software Ltd – 93 –
Exchange differences – – (3)
Transfer on merger accounting 561 (561) –
Share issue costs – (705) –
Share premium on shares issued – 7,684 –
At 30 June 2005 561 6,979 (3,095)
Company
At 12 August 2004 –– –
Retained profit for the period – – 427
Share issue costs – (705) –
Share premium on shares issued – 7,684 –
At 30 June 2005 – 6,979 427
As permitted by section 230 of the Companies Act 1985, the parent company’ s profit and loss account has not been included in these financial
statements. The profit for the financial period for the Company was £534,000.
33 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
Notes to the Financial Statements continued 34 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
22 Reconciliation of movements in shareholders’ funds
Group Company
2005 2004 2005 2004
£’000 £’000 £’000  £’000  
Profit for the financial year 645 (303) 534 –
Equity dividend (107) – (107) –
Non-equity appropriation (93) (216) ––
445 (519) 427 –
Issue of ordinary shares for ASC Computer Software Limited – – 2,929 –
Issue of other ordinary shares (net of expenses) 7,420 50 7,420 –
Redemption of preference shares (2,300) – (2,300) –
Non-equity dividends paid (454) – – –
Shares to be issued 855 – 855 –
Other reserve movements (3) – – –
Transfer of non-equity appropriation 93 216 – –
Net increase / (decrease) in shareholders’ funds 6,056 (253) 9,331 –
Shareholders’ funds at 1 July 2004 314 567 – –
Shareholders’ funds at 30 June 2005 6,370 314 9,331 –
23 Shares to be issued
Group Company
£’000 £’000
Deferred consideration payable:
Within one year 625 625
Between one and two years 230 230
At 30 June 2005 855 855
Deferred consideration of £600,000, payable within one year, relates to the acquisition of Footman Walker and is dependent upon the financial
performance of the business during the period to 20 May 2006.
Deferred consideration of £200,000, payable between one and two years, relates to the acquisition of Park and is dependent upon the financial
performance of the business during the period to 21 June 2007.
The remaining deferred consideration payable of £55,000, split over two years, relates to the acquisition of Arkive and is dependent upon the software
development performance of the business during the period to 17 June 2007.
All of the above deferred consideration is payable in shares or cash at the Company’ s discretion (note 12).
24 Commitments
There was no capital expenditure contracted for but not provided for at 30 June 2005 for the Group or the Company.
As at 30 June 2005, the Group had annual commitments under non-cancellable operating leases as follows:
2005 2004
Land and Land and
buildings Other buildings Other
£’000 £’000 £’000  £’000  
Operating leases, which expire:
Within one year 622 –4
In two to five years 13 14 13 32
In more than five years 226 5 80 14
245 41 93 50
Notes to the Financial Statements continued 35 ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc
Notes to the Financial Statements continued
25 Related party transactions
For the period until flotation, on 17 December 2004, Lloyds Development Capital Limited (‘LDC’), Mr T .H Bladon and Mr AR Bradshaw owned
preference shares in ASC Computer Software Limited, and then Ascribe plc, with a nominal value totalling £2.3m. These shares were repaid during the
period together with, in the case of LDC, total non-equity dividends of £453,622.
26 Reconciliation of operating profit / (loss) to net cash inflow / (outflow) from operating activities
2005 2004
£’000 £’000
Operating profit / (loss) 744 (438)
Depreciation of tangible fixed assets 185 162
Goodwill amortisation 148 –
Loss on sale of tangible fixed assets 6 _
(Increase) / decrease in debtors (206) 28
Increase / (decrease) in creditors 887 (36)
Net cash inflow / (outflow) from operating activities 1,764 (284)
27 Reconciliation of net cash flow to movement in net funds
2005 2004
£’000 £’000
Increase in cash 2,070 43
Exchange movement (4) (3)
Opening net funds 613 573
Closing net funds 2,679 613
28 Analysis of net funds
At Exchange At
01.07.04 Cashflow Movement 30.06.05
£’000 £’000 £’000 £’000
Bank overdraft – (21) – (21)
Cash at bank and in hand 613 2,091 (4) 2,700
Total 613 2,070 (4) 2,679
There have been non-cash transactions in connection with acquisitions of subsidiaries as outlined in note 12. 36 ascribe plc • ANNUAL REPORT AND ACCOUNTS 2005
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ascribe plc (the “Company”) will be held at Ascribe House, Branker Street,
Westhoughton, Bolton, BL5 3JD, on 26 October 2005 at 11am for the following purposes:
Ordinary Business
1 To receive and adopt the report of the Directors and the audited financial statements for the year ended 30 June 2005.
2 To recommend to the Company’s shareholders that a dividend of 0.1pence per ordinary share in the capital of the Company be paid for the 
year ended 30 June 2005.
3 To approve the Directors’ remuneration report for the year ended 30 June 2005.
4 To re-appoint Tenon Audit Limited as the Company’s auditors to hold office until the conclusion of the next general meeting of the Company at
which accounts are laid before the Company and to authorise the Directors of the Company to determine their remuneration.
5 To re-appoint Christopher Moore as a Director of the Company.
6 To re-appoint Stephen Critchlow as a Director of the Company.
7 To re-appoint Jeremy Lee as a Director of the Company.
8 To re-appoint David Hughes as a Director of the Company.
9 To re-appoint Mark Woodbridge as a Director of the Company.
Special Business
10 To consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:
THAT, for the purposes of and pursuant to section 80(1) of the Companies Act 1985 (the “Act”), the Directors of the Company be authorised
generally and unconditionally to exercise all powers of the Company to allot relevant securities (within the meaning of section 80(2) of the Act) 
up to an aggregate nominal amount of £109,987.36 to such persons at such time and upon such terms and conditions as they may determine
(subject always to the articles of association of the Company) provided this authority and power shall, unless renewed, varied or revoked, expire
at the conclusion of the next annual general meeting of the Company or 15 months from the date of the passing of this resolution (whichever is
the earlier) and provided further that the Company may before the expiry of such period make any offer, agreement or arrangement which would
or might require relevant securities to be allotted after the expiry of such period and the Directors of the Company may then allot relevant
securities pursuant to any such offer, agreement or arrangement as if the authority or power hereby conferred had not expired.
11 To consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:
THAT, for the purposes of and pursuant to section 95(1) of the Act, the Directors of the Company be and they are hereby authorised and
empowered to allot equity securities (within the meaning of section 94 of the Act) pursuant to the general authority and power conferred by
resolution numbered 10 in this notice of meeting as if section 89(1) of the Act did not apply to any such allotment provided that this authority 
and power shall, unless renewed, varied or revoked, expire at the conclusion of the next annual general meeting of the Company or 15 months
from the date of the passing of this resolution (whichever is the earlier) and provided further that this authority and power shall be limited:
a. to the allotment of equity securities pursuant to a rights issue or similar offer to ordinary shareholders where the equity securities respectively
attributable to the interests of all ordinary shareholders are proportionate or nearly as practical (and taking into account any prohibitions
against or difficulties concerning the making of an offer or allotment to shareholders whose registered address or place of residence is
overseas and subject to such exclusions as the Directors of the Company may deem necessary or expedient to deal with fractional
entitlement or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory) 
to be respective numbers of ordinary shares held by them;
b. to the allotment (otherwise than pursuant to paragraph a. above) for cash of equity securities up to an aggregate nominal amount 
of £107,003.79.
By order of the Board
Jeremy Lee Ascribe House
Company Secretary Branker Street
22 September 2005 Westhoughton
Bolton, BL5 3JD
Notes:
1) A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote instead of him. A proxy need not be a
member of the company. A form of proxy is attached to this notice of general meeting and instructions for use are given on the form; the form must
be lodged at the company’s registered offices not less than 48 hours before the time appointed for the holding of the meeting. Completion and
return of the form of proxy will not prevent a member from attending and voting at the meeting should he so wish.
2) The Company, pursuant to the Uncertificated Securities Regulations 2001, has specified that only holders of ordinary shares registered in the
register of members of the Company as at 6:00pm on 24 October 2004 shall be entitled to attend and vote at the meeting in respect of the number
of shares registered in their name at that time. Changes in the register of members after 6.00pm on 24 October 2004 shall be disregarded in
determining the right of any person to attend and vote at the meeting.
3) The following documents will be available for inspection at the company’s registered office during normal business hours on any weekday (Saturday
and Sundays excluded) from the date of this Notice until the date of the meeting and at the place of the meeting from 10.45 on 24 October 2005
until its conclusion: (a) the register of Directors’ interests in the capital of the company, (b) copies of the Directors’ contracts of service.
Notice of Annual General Meeting Directors, Secretary & Advisers
Directors
A S Critchlow, Chief Executive
J S W Lee, Finance Director
C E Moore, Non-executive Chairman
D M Hughes, Non-executive Director
M Woodbridge, Non-executive Director
Secretary and registered office
J S W Lee
Ascribe House
Branker Street
Westhoughton
Bolton
Lancashire 
BL5 3JD
Company number
5204003
Nominated adviser and broker
Evolution Securities Limited
100 Wood Street
London
EC2V 7AN
Solicitors
Eversheds LLP
Eversheds House
70 Great Bridgewater Street
Manchester
M1 5ES
Auditors
Tenon Audit Limited
Lewis House
12 Smith Street
Rochdale
Lancashire
OL16 1TX
Registrars
Neville Registrars Limited
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
The bottom photograph on page 1 and the photograph on
page 7 are reproduced with kind permission of Wrightington,
Wigan and Leigh NHS Trust. The photograph on page 9 is
reproduced with kind permission of Solihull PCT.
ANNUAL REPORT AND ACCOUNTS 2005 • ascribe plc Ascribe House
Branker Street
Westhoughton
Bolton
BL5 3JD
www.ascribe.com 
T 0161 280 8080
F 01942 859 340