AnnualReport
2003
ITE Group plc Contents
Financial Highlights  02
Chairman’s Statement  03
Chief Executive Officer’s Review  05
Financial Review  19
Directors, advisers and other information  22
Directors’ Report  23
Report on Corporate Governance  26
Report on Remuneration  29
Directors’ biographies  35
Directors’ responsibilities  37
Independent auditors’ report  38
Consolidated Profit and Loss Account  39
Consolidated Statement of Total Recognised Gains and Losses  40
Consolidated Balance Sheet  41
Company Balance Sheet  42
Consolidated Cash Flow Statement  43
Accounting policies  44
Notes to the accounts  46
Notice of Annual General Meeting 68
Financial calendar  73 Year ended Year ended 
30 September 2003            30 September 2002
Turnover £58.9 million £52.4 million
Profit/(loss) before tax £12.3 million (£0.4) million
Headline pre-tax profit* £15.5 million £8.4 million
Basic earnings/(loss) per share 3.1p (1.0p)
Diluted earnings/(loss) per share 3.0p (1.0p)
Headline diluted earnings per share** 4.2p 2.4p
Dividend per share 1.6p 2.45p
Net cash £22.1 million £17.7 million
Net assets £41.0 million £36.4 million
* Headline pre-tax profit is defined as profit before tax, amortisation and impairment of goodwill and profits or losses arising on disposal of group undertakings. In the financial highlights of the
annual reports for previous years, Headline profit before tax included profits and losses on disposal of group undertakings.  These have been restated above to more accurately reflect the
group’s underlying performance.
**  Headline diluted earnings per share is calculated using profit for the financial year before amortisation and impairment of goodwill and profits or losses arising on disposal of group 
undertakings.  The Headline diluted earnings per share for the year ended 30 September 2002 reflect the restated Headline profit for the year.
Financial Highlights
Turnover  Headline pre-tax profit 
£35.3m
£38.8m
£50.4m    
£52.4m
£58.9m
£10.0m
£12.6m
£12.4m
£8.4m
£15.5m
£19.5m
£2.7m
£16.3m
£17.7m
£22.1m
Net assets Net cash 
98/99  
99/00
00/01  
01/02 
02/03
98/99  
99/00
00/01  
01/02 
02/03
98/99  
99/00
00/01  
01/02 
02/03
98/99  
99/00
00/01  
01/02 
02/03
£15.2m
£33.2m
£40.7m
£36.4m
£41.0m  Group performance
I am pleased to report record results for ITE Group plc which demonstrate the underlying
strength of our business.  Turnover and Headline Profit before tax for the year were £58.9 
million and £15.5 million respectively.  Headline diluted earnings per share grew by 75% to 4.2p
per share and diluted earnings per share improved to 3.0p per share on Profit before tax of
£12.3m compared to a loss of 1.0p per share on a Loss before tax of £0.4m in 2002.  The
Group has a strong balance sheet and ended the year with net cash of £22.1 million.
Strategic progress
We pursued a number of organic growth opportunities during the year, expanding our portfolio
of events in sixteen countries and enhancing our major brands. Recently ITE has agreed terms
with Expocentr, its principal Moscow venue, to extend the terms of its co-operation agreement
covering our key events for a further five years.
We have continued to focus our business on its most profitable areas of activity.  Since the
year-end we have sold all of our interests in the Czech Republic and Slovakia to Incheba a.s., the
owner of the other 50% interest.  The effect of the floods in Prague in August 2002 had 
shifted the focus of the Czech business towards investment in and refurbishment of exhibition
halls.
Board and management
There have been a number of changes to your Board during the year.  Russell Taylor was
appointed Group Finance Director and Company Secretary in March.  Russell is a Chartered
Accountant whose previous experience included eight years in the exhibitions industry.  In July,
Edward Strachan, Managing Director of our St Petersburg and Central Asia businesses was
appointed to the Board.  Edward has been with the Group for over ten years and now brings his
breadth of experience of our industry to the Board.
Alex Bernstein resigned from the Board in June. Alex had significantly contributed to building
our business in Moscow. Sir Hugh Bidwell, Deputy Chairman, stepped down from the Board in
September after seven years with ITE and Alexander Rozin resigned from the Board in November
following the sale of our Czech and Slovakian interests. The Board would like to thank these
Directors for their contributions to the development of the Group over the years.
In July, Marco Sodi replaced Jeffrey Stevenson as one of the Non-executive Directors nominated
by Veronis Suhler Stevenson.  Marco is actively involved in the European media sector. Michael
Hartley was appointed a Non-executive Director in October.  Michael is currently Chairman of
Dawson International plc and brings extensive experience of managing and growing 
internationally diversified groups of businesses.
In addition to the Board changes, we have streamlined and strengthened our management team.
I should like, on behalf of the Board, to thank all our staff for the very considerable effort that
they have made during the year.  We are particularly appreciative of their support during a 
period of organisational and structural change.
Dividend
The Board has recommended a final dividend of 1.1p per share bringing the total dividend for
the year to 1.6p per share. This represents a real increase of 6.7% in the annual dividend in line
with the Board’s progressive dividend policy.
Outlook
The Group enjoys a leading position in the Moscow, St Petersburg and Central Asian exhibition
markets.  We believe that these areas will continue to experience economic growth thereby
underpinning the expansion of our business.  We are opening opportunities for organic growth
by taking our existing brands and core products into new emerging markets.  With these strong
foundations, we are confident that we can add value and continue the good financial 
performance of this year.
Iain Paterson
Chairman
8 December 2003
Chairman’s Statement Financial performance
Turnover for the year of £58.9m (2002: £52.4m) and Gross Profits of £26.7m (2002: £21.4m) reflect both the
strength of the markets in which we operate and the benefits of re-focusing our business on its most profitable areas.
Control of overheads assisted Operating Profits of £11.7m (2002: £6.9m excluding impairment charges) and an
increase in Headline Profit before Tax to £15.5m from £8.4m last year. This is the stronger year in our biennial 
trading pattern and £2.4m of the increase in profits is attributable to events that only take place every two years.
Revenues are 12% higher than last year, despite the effect of a weakening dollar on our revenue streams. Circa
£4.4m of the increase in revenue is attributable to our biennial events, Moscow International Oil and Gas
and Autosalon.  Events which took place last year and did not recur in 2003 (or were discontinued)
and other timing differences reduced turnover by £4.3m. New launches and growth in our 
existing portfolio lifted turnover by £6.4m and profits by £3.6m.
The gross margin achieved of 45% is an improvement on last year’s margin of 41%. The
improvement is partly attributable to the margins we earn on the two biennial events,
and partly to the steps we have taken to reduce our cost of sales and to eliminate less
profitable business.
We carried out a review of our operating structure over the summer and the 
resulting changes yielded annualised savings of over £1m.  The costs of the
restructuring exercise were £0.4m. The cost of severing our relationship with the
Czech and Slovakian exhibition businesses was £0.8m. This included expensing
£0.5m of prepayments in respect of unused tenancies and a loss on disposal of
£0.2m. 
Our associated company contribution in the year primarily relates to our 50%
owned business in Istanbul, Turkey. The core business sold 150,000 square
metres, but yields are low and profits are depressed by the Turkish Lira, which
is only one third of its February 2001 value against the dollar.
Chief Executive Officer’s Review
05
ITE Group Plc
Annual Report 2003 The Group has performed well this year and the results represent a highly creditable performance.
This set of results confirms that our period of rationalisation and consolidation has been 
successfully completed and that the Group is making substantial progress. We have contracted
£35m of business for the 2004 year which is an increase on a like for like basis of 11%. 
Trading highlights
In 2003 we organised 114 events in 16 countries (2002: 117 events in 19 countries) and sold a
total of 292,000 square metres of space (2002: 255,800 square metres). We launched 19 new
events over the course of the year across a range of industries concentrating on the markets of
Kazakhstan, Ukraine and Turkey.
Like for like growth in space sales of our annually recurring events was in excess of 14%, led by
exceptionally strong results in our key core events. The top ten events ordered by contribution
to gross profit in 2003 and their change in size over the previous year were:
* 2002 Events not comparable due to biennial pattern
We enjoyed considerable growth in our key market, Moscow, which accounts for up to 70% of our
gross profit. The main influences were the good performance of our two biennial events and the
opening of a new 7,000 net square metre pavilion at the principal exhibition venue, Expocentr. 
Our Gross Profit of £26.7m (2002: £21.4m) analysed by the industry sectors in which we 
operate is set out below:
2003 (2002) Gross Profit by Sector
Our Gross Profit of £26.7m (2002: £21.4m) analysed into the main geographical regions in which
we operate in is set out below:
2003 (2002) Gross Profit by Region
Rank
1
2
3
4
5
6
7
8
9
10
Event
Russia Building Week
Moscow International Travel & Tourism (MITT) 
Moscow International Oil & Gas/Neftegas
World Food Moscow
Autosalon / MIMS
MODA UK (bi-annual)
Kazakhstan International Oil & Gas (+ conference)
Windows & Doors
Moscow International Sports & Boat Show
Ingredients Russia
2003 
net sq.m.
34,600
17,500
14,300
17,500
22,800
20,900
5,600
8,600
7,400
4,500
2002
net sq.m.
26,900
15,000
3,400
14,600
15,600
10,800
4,500
7,400
5,800
2,600
Growth
28%
16%
*
20%
*
93%
24%
15%
28%
69% 07
ITE Group Plc
Annual Report 2003
Chief Executive Officer’s Review (continued)
Expocentr  Russia
Offices : Moscow, St Petersburg. 
Our Russian exhibition business is very well established and enjoyed growth of 25% in both space and revenues.
Russia Building Week expanded to fill the newly built exhibition hall at Expocentr and has further potential to grow,
but is constrained for the time being by the availability of good quality exhibition space in Moscow.  Moscow
International Travel and Tourism show and the World Food Moscow event both enjoyed growth in space sales of
more than 15%. Our Oil and Gas event and Autosalon only take place every two years, but nevertheless both
enjoyed growth of 20% + over their previous editions. Moscow has become an increasingly competitive 
environment in recent years and presently continues to be under-resourced in available exhibition space. However,
new space will be available soon to provide the opportunity to enhance ITE’s growth.
The recently signed co-operation agreement with Expocentr is of real significance to the Group, as it secures our
key Moscow events at the leading Moscow venue of Expocentr for the foreseeable future.
Currently ITE is in new discussions to again further extend the term of our co-operation with Lenexpo, our 
principal venue in St Petersburg, following on from an agreement made late last year. Our premier events in 
St Petersburg remain the Baltic Building Week (8,000 Sq.m.) and Interfood St Petersburg (4,000 Sq.m.). We have
recently developed a new theme in St Petersburg with the agreement of a joint venture in the food production
technology area. 
138
145
34
34
180
143
Staff employed
Exhibitions organised
Square metres sold (000’s) 09
ITE Group Plc
Annual Report 2003
Chief Executive Officer’s Review (continued)
Food exhibition Central Asia
Offices: Kazakhstan (Almaty, Astana, Atyrau), Azerbaijan (Baku) and Uzbekistan
(Tashkent). 
ITE is the leading international operator established in these regions. The economies in these markets are 
buoyant, with growth underpinned by strong world oil and gas prices. In 2003 ITE launched 6 new events in the
region, mainly in Kazakhstan. The launches were in a range of industries including Building, Fashion, Packaging,
Cleaning and Chemicals.
In Kazakhstan, strong growth was developed in the city of Atyrau, where last year’s Infrastructure launch was split
into three separate exhibitions, all of which filled the existing venue capacity. In Almaty we entered into a 
funding arrangement to assist our venue partner to build a new exhibition hall, so as to facilitate growth in our
construction and oil and gas events (which both grew by circa 30%).
Our events in Azerbaijan are showing strong growth from a modest base – in particular in the medical and 
construction sectors. 
86
49
38
32
29
26
Staff employed
Exhibitions organised
Square metres sold (000’s) 11
ITE Group Plc
Annual Report 2003
Chief Executive Officer’s Review (continued)
Lighting prepared for exhibition Eastern & Southern Europe
Offices: Turkey (Istanbul), Ukraine (Kyiv).
We have strengthened our teams in Ukraine and Turkey and have increased the number of events held by making
a series of new launches. The reduction in space sales reflects the sale of our stand alone Czech business last
year and the decision to withdraw from our Belgrade events.
In Kyiv space sales increased by over 30%, though the new launch activity meant that this did not feed through
proportionately to profits. 
In Turkey our wholly owned business further extended its ‘Caspian’ brand, with successful launches in the
Transport, Banking and Finance and Ecology sectors. Caspian Telecoms, launched last year exhibited further good
growth. Overall space sales in Istanbul were affected by a reduction in size of the low yielding construction event,
Ankomak, but profits were still higher than in 2002.
64
48
24
14
42
52
Staff employed
Exhibitions organised
Square metres sold (000’s) 13
ITE Group Plc
Annual Report 2003
Chief Executive Officer’s Review (continued)
Fashion exhibition Western Europe and UK
One of our strongest performing brands for the year was MODA UK fashion, which takes place in Spring and
Autumn at the NEC in Birmingham. In particular Womanswear outperformed all expectations and almost doubled
the prior year contribution. In September, ITE acquired a further 15% in ITE Moda Limited bringing our interest up
to 90%.
8
7
3
4
21
12
Staff employed
Exhibitions organised
Square metres sold (000’s) 15
ITE Group Plc
Annual Report 2003
Chief Executive Officer’s Review (continued)
Building and interiors exhibition International Sales Offices & Rest of World
We have international sales offices based in London and Hamburg which focus on selling international exhibitors
into our emerging market events (sales are shown in the regions where the events are held). We recently reviewed
the structure of our London office with a view to reducing overheads. Together with other cost control measures
we have successfully reduced our cost base in London by circa £1m on an annualised basis, without impacting
our sales capacity.
The Group has an increased focus in Africa, although this is not yet significant in revenue terms.  Our industry
brands are proving to be very strong – particularly in Oil and Gas where our brand has helped us win the tender
for the 2005 World Petroleum Congress in Johannesburg. This in turn has provided a platform for ITE to increase
the spread of our oil and gas events throughout the African market. If we consider a market to have significant
potential, we look to follow with the introduction of other selected events from our portfolio of sector brands.
103
153
Staff employed 17
ITE Group Plc
Annual Report 2003
Chief Executive Officer’s Review (continued)
Contemporary stand design Associates
During the year ITE held 50% interests in exhibition organising businesses in the Czech Republic, in Turkey and in
Egypt. As noted earlier, subsequent to 30 September we have disposed of our Czech Republic interests.
ITF in Istanbul has had an encouraging year, organising 16 events including the re-launch of important Auto events
which had been postponed following the economic crisis in 2001. This business is however still the lowest 
yielding market in which we operate. Although the increase in space sales was of real significance, the challenge
for the future is to improve the yields and profitability of the key events.
Outlook
ITE has made very significant steps in consolidating and securing its key business interests throughout the course
of the past year. We have considerable assets in our brands, international sales networks and local office 
infrastructures and these will underpin future growth. The markets in which we specialise continue to offer 
excellent prospects for us to develop and grow our business further.  We are also pursuing new market 
opportunities to leverage our brand strengths.  I look forward to and am excited by the prospects ahead.
Ian Tomkins
Chief Executive Officer
8 December 2003
Associates, Outlook Gross Profits increased to £26.7m from £21.4m in the prior year, with gross margins increasing to 45% from 41%
in the same period. The difference in our biennial pattern of events accounted for £4.4m of the increase in turnover
and for £2.4m of the increase in gross profits. 
Net Operating Expenses before goodwill amortisation of £12.7m (2002: £12.6m) includes £0.4m of redundancy
costs following a re-structuring of the London office in the summer (the prior year includes £1.4m of redundancy
costs and other non- recurring items).
A review of the expected useful economic life of the goodwill in our balance sheet was carried out in the second
half of the year. As a result of the review certain events are now being amortised over a shorter period which has
resulted in an increased amortisation charge for the year of £2.5m against £2.1m last year.
The share of associates’ operating profits was £0.7m in the year and related principally to the results of the
Turkish business, where the economy and the Turkish Lira showed signs of stabilising.  The comparative loss of
£1.4m in 2002 included £1m of non-recurring provisions for prepaid show costs. 
The Profit on Ordinary Activities before interest and tax of £11.6m is a £12.7m improvement on the prior year loss
of £1.1m.  
2002 Revenue
Non – recurring events
Timing differences
Biennial events
New launches
Growth on recurring events
2003 Revenue
Revenue
£’m
52.4
(3.8)
(0.5)
4.4
1.1
5.3
58.9
Sq. metres 
(000’s)
256
(18)
(3)
18
5
34
292
Financial Review 
Post balance sheet event
On 7 November the Group sold its 50% shareholding in Incheba
Praha and its 50% profit share in the Coneco exhibition back to its
fellow investor, Incheba a.s. The overall loss of £0.8m on this 
transaction has been provided for at 30 September 2003. 
Incheba Praha had been accounted for as an Associated Company
until 31 March 2003, when as a result of our discussions with
Incheba a.s. at that time the Board concluded that it no longer
exerted significant influence over the activities of Incheba Praha.
Accordingly from 1 April 2003 the investment in Incheba Praha of
£0.2m was accounted for as an investment. The loss of £0.8m on
the sale of Coneco and Incheba Praha comprised £0.2m loss on 
disposal, the write off of a £0.5m prepayment made in connection
with Coneco venue rights, and the write off of £0.1m of 
outstanding debtor balances. Incheba a.s. has guaranteed the 
outstanding balance of the loan between ITE and Incheba Praha.
Earnings per share
The basic earnings per share increased to 3.1p from a loss of 1.0p
in the prior year.  The Group achieved Headline diluted earnings per
share of 4.2p per share compared with 2.4p for the year to 30
September 2002. Headline diluted earnings per share is based upon
profit before amortisation and impairment of goodwill, amounts 
written off investments and profits or losses on disposal of group
undertakings.
ITE Group plc
Annual Report 2003 19
Turnover for the year was £58.9m against £52.4m for the prior year, an increase of 12%.  An analysis of the
change in composition of turnover is set out below: Cash flow
Net cash at 30 September 2003 was £22.1m (2002: £17.7m). The cash
inflow from operating activities was £14.4m (2002: £10.4m).  Of this
£1.3m was spent on acquisitions (mainly the purchase of an additional 15%
of the minority interest in ITE MODA Limited) and £2.3m was applied in 
settlement of existing deferred consideration commitments. A further
£4.0m was paid out in dividends and £3.7m in tax payments in the year. 
Interest
Net interest earned in the year was £0.7m, the same as the prior year. The
group held higher average cash balances through the year but our return
was reduced by the historically low interest rates available on Sterling,
Dollar and Euro deposits. The Group held most of its surplus cash in Sterling
throughout 2003. 
Taxation
The tax charge of £4.0m represents 26% of Headline pre-tax profits. Last
year it was anticipated that the effective tax charge of 25% would be 
continued into this year. The Group expects the tax charge to remain below
the UK corporation tax rate of 30% due to losses available in certain parts
of the Group and the lower tax rate experienced in some of our major 
overseas markets.
Treasury
The Group’s financial instruments comprise cash, liquid resources, trade
debtors and trade creditors arising from its operations. It is the Group’s 
policy that minimal derivative transactions are undertaken and none were
undertaken in the year under review.
The main risks facing the Group are foreign currency risk, interest rate risk
and liquidity risk. The Board has reviewed and agreed policies to manage
these risks as follows:
Foreign currency risk 
The Group is exposed to movements in foreign exchange rates against
Sterling for both trading transactions and for the translation of net assets
and the profit and loss accounts of overseas operations. The principal 
exposure is to the Euro and Dollar exchange rates which form the basis of 
pricing for our international customers. During the year the Group 
experienced net foreign exchange losses of £0.4m (2002: £1.0m). The
exchange rate moved from $1.56: £1 at the beginning of the year to 
$1.68 : £1 at the end of the year and the exchange rate for the Euro
moved from 1.59 : £1  at the beginning of the year to 1.44 : £1 at 
30 September 2003.
The bulk of the Group’s business is in emerging markets, which by its
nature creates high levels of foreign currency risk. To offset some of this
risk, the Group invoices predominantly in Euros and US dollars. The Group
has a large proportion of its revenues and costs denominated in 
non-Sterling currencies. Sterling costs exceed Sterling revenue due to the
level of UK based costs – in particular London sales and head office costs.
In November 2002 the Group changed a significant proportion of its pricing
from Dollars to Euros. This change has made the Group less sensitive to
fluctuations in the US $ exchange rate at the year end and for the future.
It has not been Group policy to use derivative instruments to hedge foreign 
currency transactions due to the uncertainty surrounding the timing of
transactions and the timing of cash flows from foreign currency receivables.
Interest rate risk
The Group finances its operations through cash holdings and debt facilities.
The objective of the Group is to maximise investment income and minimise
interest costs bearing in mind its liquidity requirements.  Throughout the
financial year no debt facilities have been required.
For short term debt, such as overdraft facilities or debt with a term of less
than six months, fixed or floating rates of interest are used.  For debt with
a term of greater than six months, it is policy that at least 75% must have
fixed rates of interest so as to minimise the Group exposure to interest rate
movements.  It is not group policy to hedge against interest rate 
movements.
It is Group policy that surplus cash is not invested in instruments that would
put the capital value at risk.  All invested funds have a determinable rate of
interest.
ITE Group plc
Annual Report 2003 20 Liquidity risk
The Group policy is to ensure continuity of funding for operational needs
through cash deposits and debt facilities as appropriate.  The key
requirement for the business is to maintain flexibility to allow the Group to
take advantage of opportunities that could arise over the short term. The
needs of the business are determined on a rolling cash flow forecast basis,
covering weekly, monthly and twelve monthly requirements.  Short term
flexibility is maintained by holding cash in current accounts and high 
liquidity money market funds.  Should debt financing be required, the term
of the facility would be matched to funding needs.
Accounting policies
The Group’s accounting policies are consistent with those of other
exhibition organisers.  Staff and exhibitor promotion costs are expensed as
incurred. Revenue and direct costs are not recognised until the completion
of an event. 
Investment and capital expenditure
The Group’s capital expenditure on plant and equipment for the year of
£0.5m (2002: £0.7m) was largely on computer equipment and associated
software purchase and development. 
The Group funds the development of venues and facilities where such
improved facilities will improve the prospects and profitability of its
organising business. The funding can take the form of a prepayment of
future venue fees, or a loan which can be repaid by cash or by offset
against future venue fees. Generally the funding brings rights over future
venue use and advantageous pricing arrangements. Depending on the legal
form such funding advances are included in the Financial Statements as
either ‘Prepayments’ or ‘Other debtors’. 
At 30 September 2003 the Group’s sterling value of the outstanding 
balances was £3.3m (2002: £ 1.4m) advanced against facilities as follows:
St. Petersburg £1.6m
Almaty £0.7m
Kyiv £0.8m
Bulgaria £0.2m
Financial Review (continued)
These balances will be recovered from future venue use within three years
except in Bulgaria where ITE has no future events planned, and the loan will
be repaid by instalments.
Dividend
The Group has recommended a final dividend of 1.1p to give a total 
dividend of 1.6p for the year.  This compares to a total dividend in the prior
year of 2.45p.  The prior year dividend included 0.95p which related to the
year ended 30 September 2001, but which could not be paid in that year
for technical reasons.  Consequently, the Board increased the interim 
dividend for 2002 to make good this shortfall.  
Going concern
After considering the current financial projections for the Group, the
Directors have a reasonable expectation that the Company has adequate
resources to continue its operations for the foreseeable future.  For this
reason, they continue to adopt the going concern basis in preparing the
accounts.
Russell Taylor
Finance Director
8 December 2003
ITE Group plc
Annual Report 2003 21 Directors, advisers and other information
Iain Paterson, Non-executive Chairman
Ian Tomkins, Chief Executive Officer
Russell Taylor, Finance Director
Ceyda Erem, Executive Director
The Rt Hon Sir Jeremy Hanley, KCMG, Non-executive Director
Michael Hartley, Non-executive Director
Christopher Russell, Non-executive Director
Marco Sodi, Non-executive Director 
Ross Stobie, Executive Director
Edward Strachan, Executive Director
Russell Taylor
ITE Group plc
105 Salusbury Road
London, NW6 6RG
1927339
Deloitte & Touche LLP
London
Olswang
90 High Holborn
London, WC1V 6XX
Barclays Bank plc
27 Soho Square
London, W1A 4WA
Numis Securities Limited
Cheapside House
138 Cheapside
London, EC2V 6LH
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
Merlin Financial Communications
Limited
Royex House
Aldermanbury Square
London
EC2V 7HR
www.ite-exhibitions.com
Directors
Company Secretary
Registered office
Registration number
Auditors
Solicitors
Principal Bankers
Company Brokers
Registrars
Public Relations
Website
ITE Group plc
Annual Report 2003 22 In accordance with Company Law and the Articles of Association, Ian Tomkins and Sir Jeremy Hanley will retire by
rotation at the next general meeting and, being eligible, offer themselves for re-election.  Having been appointed
since the Annual General Meeting on 27 February 2003, Russell Taylor, Edward Strachan and Michael Hartley offer
themselves for re-election. 
Substantial shareholdings
At 5 December 2003, the company had been notified, in accordance with sections 198 to 208 of the Companies
Act 1985, of the following interests in the ordinary share capital of the Company.
57,907,036
37,386,830
34,543,103
32,716,047
21,260,096
16,168,731
14,650,000
9,857,000
Veronis Suhler Stevenson
Fidelity Investments
Schroder Investment Management Limited
Aberforth Smaller Companies Trust
Ceyda Erem
Kyzyl Tan Consultants Limited
Credit Suisse Asset Management
ITE Group Employee’s Share Trust
Resigned 3 June 2003
Resigned 7 November 2003
Appointed 1 July 2003
Appointed 24 March 2003
Resigned 4 October 2002
Directors’ Report
The Directors present their annual report on the affairs of the Group,
together with the accounts and auditors’ report, for the year ended 
30 September 2003.
Principal activities
The principal activities of the Group comprise the organisation of trade 
exhibitions and conferences.  The subsidiary and associate undertakings
principally affecting the profits or net assets of the Group in the year are
listed in Note 13 to the accounts.
Details of the Group’s performance during the year and expected future
developments are contained in the Chief Executive Officer’s Review on
pages 5 to 18 and the Financial Review on pages 19 to 21.
Results and dividends
The audited accounts for the year ended 30 September 2003 are set 
out on pages 39 to 67. The Group profit for the year, after taxation and
minority interests, was £8.3 million (2002: Loss of £2.6 million).
The Directors recommend a final dividend of 1.1p (2002: 1.0p).  
The total dividend for the year is 1.6p (2002: 2.45p).
Ian Tomkins
Alex Bernstein
Ceyda Erem
Alexander Rozin
Ross Stobie*
Edward Strachan
Russell Taylor
Stephen Warshaw
Iain Paterson
Sir Hugh Bidwell
Sir Jeremy Hanley
Michael Hartley
Christopher Russell
Marco Sodi
Jeffrey Stevenson
Executive Directors Non-executive Directors
Resigned 19 September 2003
Appointed 21 October 2003
Appointed 1 July 2003
Resigned 30 June 2003
* Mr Stobie became an Executive Director in October 2002 on his appointment as General Director of the Group’s
business in Moscow.
21%
13%
12%
12%
8%
6%
5%
4%
Number of shares Percentage held Name of holder
Directors 
The current Directors and those who served throughout the year except as noted, are as follows:
ITE Group plc
Annual Report 2003 23 Directors’ share interests
The interests of Directors in the ordinary share capital of the company 
are given in the Report on Remuneration on page 29.
Right to purchase the Company’s shares
At the last Annual General Meeting, the shareholders resolved to authorise
the Company to make one or more market purchases of up to 27,783,662
of the Company’s Ordinary Shares at a price between 1p (exclusive of
expenses) and 105% of the average middle market price for an Ordinary
Share as derived from the Official List of the UK Listing Authority for the
five business days immediately preceding the date on which the Ordinary
Share is purchased.
Donations
The Group made no charitable donations in the UK (2002: £4,320). 
No political donations were made.
Employees
The Group’s human resources strategy is to attract and retain talented,
high calibre employees focused on achieving excellent results.
Remuneration policy is designed to achieve this aim.
It is the Group’s policy to consider fully applications for employment by 
disabled persons, bearing in mind the aptitude of the applicant concerned.
In the event of a member of staff becoming disabled, every effort would 
be made to ensure their continued employment and progression in the
Group.  It is Group policy that training, career development and promotion
of disabled employees match that of other employees as far as possible.
The Group places great importance in the development of its staff to 
support the business in meeting its objectives.  This is reflected in the
training initiatives in place for staff, both internally and externally.
Supplier payment policy
The Company’s policy, which is also applied to the Group, is to agree 
payment terms with suppliers when entering into each transaction to 
ensure that suppliers are made aware of the terms of payment and abide
by the terms of payment.  As the Company is a holding company it has 
no trade creditors and accordingly no disclosure can be made of the 
year end creditor days.
Corporate social responsibility
Social interaction
The Board of the Company is aware of both the benefits to its business 
of engaging with its various constituencies in a socially responsible manner 
and the risks of failing to do so. As an operator of internationally focused 
businesses in emerging markets the Company ensures that it is culturally 
sensitive in its dealings with the local community and that its employment
and development policies are non discriminatory and encourage the 
employment of local nationals at all levels in the Company. Those employees
are encouraged to participate in and support their respective communities.
Ethics
The Company actively promotes integrity in its dealings with its employees,
customers and suppliers and with the authorities of the countries in which 
it operates and recognises that a reputation is a valuable and fragile asset 
gained over a substantial period. The leadership position of its exhibitions 
and the continued growth of its core shows is evidence of the success of 
its practices.
Environment
As a media services company, the Group acknowledges that its business has
an impact on the Environment, albeit relatively minor. The Company does not
manufacture or sell any tangible products. The Company controls actively its
energy costs and the office and other waste generated by its business.
ITE Group plc
Annual Report 2003 24 ·
·
·
Directors’ Report (continued)
Annual General Meeting
Shareholders will see from the Notice of the Annual General Meeting 
on page 68 that they are to consider and, if thought fit, to pass three 
resolutions as special business. These resolutions have become routine 
business at the annual general meeting of most public companies. 
The resolutions relate to:
renewal of the authority for the Directors to allot relevant securities;
renewal of the powers of the Directors to allot equity securities as if 
pre-emption rights did not apply; and
renewal of the authority for the Company to purchase certain of its own
shares, and to hold them as treasury shares.
The Notice of the Annual General Meeting also includes two ordinary 
resolutions seeking approval for the establishment of new Performance
Share Plans.
Auditors
The Directors will place a resolution before the Annual General Meeting 
to reappoint Deloitte & Touche LLP as auditors for the ensuing year.
The report of the Directors has been approved by the Board and signed 
on its behalf by:
Russell Taylor
Company Secretary
8 December 2003
ITE Group plc
Annual Report 2003 25 Report on Corporate Governance
The Company is committed to the principles of corporate governance 
contained in the Combined Code which is appended to the Listing Rules 
of the Financial Services Authority and for which the Board is accountable
to shareholders.
Statement about applying the principles of good governance
The explanation of how the principles have been applied is set out 
below and in connection with Directors’ remuneration, in the Report on
Remuneration. 
Board of Directors
The Board of Directors meets not less than seven times a year. The Board
considers a range of matters for its approval, including setting Group 
strategy, acquisition policy, the budgets, major capital expenditure, material
contracts and appointments to subsidiary Boards and monitors the 
performance of the businesses against appropriate forecasts or 
benchmarks.  The Board is supplied with financial and operational 
information on a timely basis, which the Board believes is in a form 
and of a quality to enable it to discharge its duties and carry out its 
responsibilities.  The Directors are provided with information and guidance
concerning the regulations applicable to Companies subject to the Listing
Rules and on their duties and responsibilities as Directors.  All Directors
have access to the Company Secretary and there is a procedure to enable
them to take additional independent professional advice at the expense 
of the Company. 
In addition to the Chairman, during the year the Board comprised three 
or four Non-executive Directors and five to seven Executive Directors. 
The Board currently has five Non-executive Directors and five Executive
Directors which it considers to be an appropriate balance of Executive 
and Non-executive Directors.  The roles of Chairman and Chief Executive 
are separate.
The Nomination Committee has considered all appointments to the Board
made since 1 April 2003. Prior to that date the Board considered the
appointment of Directors should involve all Directors.
The Directors’ diversity of experience and knowledge of the markets in
which ITE operates are key to the development of a robust strategy for the
Group and to its execution. The Non-executive Directors contribute an 
independent and objective view to the management of the company and
play a full and active part in the various Board committees.  The senior
independent Non-executive Director is Sir Jeremy Hanley.  The names and
biographies of the Directors are on pages 35 and 36.
Veronis Suhler Stevenson, a major shareholder of the Company has 
appointed Marco Sodi (who replaced Jeffrey Stevenson on 1 July 2003)
and Christopher Russell as its Nominee Directors pursuant to the terms
of its subscription agreement.  The Board do not consider that 
Messrs Sodi and Russell are independent in all matters but do consider 
that their independent judgement as members of the Remuneration, Audit,
Acquisition and Nomination Committees are not affected by their 
relationship with Veronis Suhler Stevenson.  The Board considers Iain
Paterson and Michael Hartley to be independent.  Sir Jeremy Hanley has a
marketing consultancy arrangement with the Company to promote and
open the Group’s shows in its overseas territories.  The Board does not
consider that the existing relationship between Sir Jeremy Hanley and the
Company materially interferes with the exercise of his independent 
judgement.
Any Directors appointed during the year are required to offer themselves
for re-election. In accordance with the Articles of the Company all the other
Directors are subject to re-election at least every three years as required
by the Provisions of the Code of Best Practice except the Directors 
appointed by Veronis Suhler Stevenson.
Board committees
The Board has established four principal committees all of which have 
written terms of reference.
The Audit Committee
The Audit Committee comprises only Non-executive Directors. The
Committee, which is chaired by Sir Jeremy Hanley, meets at least 
twice a year. The other members are Michael Hartley, Iain Paterson 
and Christopher Russell.  The meetings are also attended by the 
Finance Director, the deputy Finance Director and the Auditors.
The Committee is responsible for reviewing accounting procedures and the
ITE Group plc
Annual Report 2003 26 internal control environment. The Committee also reviews announcements
of the Company’s results and monitors compliance with accounting 
standards. In addition the Committee considers the appointment of the
Auditors, the scope of the audit and any issues arising, their fees and 
the nature, extent and costs of any non audit services provided by them. 
The Committee has access to any employee and is able to obtain 
external advice on any matter as required.
The Remuneration Committee
The Remuneration Committee comprises only Non-executive Directors. 
The Committee, which is chaired by Sir Jeremy Hanley, meets at least 
three times a year. The other members are Michael Hartley, Iain Paterson
and Christopher Russell.  The meetings are also attended by the Chief
Executive Officer and external advisers as appropriate. It is the intention
that Michael Hartley will become Chairman effective at the Annual General
Meeting in 2004. 
Further information about the Committee is set out in the Report on
Remuneration on page 29.
The Nomination Committee
The Nomination Committee comprises Sir Jeremy Hanley, Michael Hartley,
Iain Paterson, Christopher Russell and Marco Sodi.  The Committee, which 
is chaired by Iain Paterson, is responsible, if requested by the Board, for
nominating candidates to the whole Board for approval and for considering
and making recommendations to the Board on its composition and balance.
Report on Corporate Governance (continued)
The Committee has been effective for all appointments made to the Board
since 1 April 2003.
The Acquisition Committee
The Acquisition Committee comprises Michael Hartley, Iain Paterson, 
Marco Sodi, Russell Taylor and Ian Tomkins.  The Committee, which is
chaired by Marco Sodi, is responsible to the Board for all aspects of all
acquisitions and divestments outside the ordinary course of business up 
to £5m in consideration.  Transactions of a greater size require the formal
approval of the Board.  The Committee is obliged to report regularly to 
the Board on all transactions under consideration or in contemplation.
Communication with shareholders
The Board considers communication with all shareholders to be extremely
important.  Shareholders are provided with full year and interim accounts 
to help them keep up to date with the performance of the Group and are
given the opportunity to ask questions directly of the Board at the Annual
General Meeting.  The Group’s website is regularly updated with copies of 
all Group press releases.
The Directors seek to build on a mutual understanding of objectives
between the Company and its institutional shareholders by making strategic
presentations to institutional investors every six months following the 
publication of the half year and annual results, by meeting shareholders 
to discuss long-term issues and obtaining feedback and by communicating
regularly throughout the year. 
ITE Group plc
Annual Report 2003 27 Statement of compliance with the Code of Best Practice
Except as disclosed above the Company has complied throughout the year
with the provisions of the Code of Best Practice set out in section 1 of the
Combined Code.  The Board intends to comply with the provisions of the
revised Combined Code in as much as they are relevant to the Company.
Internal control
In applying the principle that the Board should maintain an ongoing 
sound system of internal control to safeguard shareholders’ investment 
and the Company’s assets, the Directors recognise that they have 
overall responsibility for ensuring that the Group maintains a system of 
controls, including financial, operational and compliance controls and risk
management to provide them with reasonable assurance regarding effective
and efficient operations, internal control and compliance with laws and 
regulations.  The objective of these systems is to provide reasonable
assurance of:
the identification and management of key business risks;
the safeguarding of assets against unauthorised use or disposition;
the maintenance of proper accounting records and reliability of financial
information within the business for publication; and
compliance with legal and regulatory requirements.
·
·
·
·
ITE Group plc
Annual Report 2003 28
However, such a system is designed to manage rather than eliminate 
the risk of failure to achieve business objectives, and can only provide 
reasonable and not absolute assurance against material misstatement 
or loss.
The system of internal control has been in place throughout the year and up
to the date of approval.  It is reviewed regularly by the Board and complies
with the Turnbull guidance. The Board has performed a specific assessment
of internal controls for the purpose of this annual report. The Audit 
Commitee assists the Board in discharging its review responsibilites.
The Company does not currently have an internal audit function and the
Board considers that such a function is not currently needed. This position
is kept under review. Report on Remuneration
Unaudited information
The Remuneration Committee
The members of the Remuneration Committee are Sir Jeremy Hanley
(Chairman), Iain Paterson, Christopher Russell and Michael Hartley. All the
members are Non-executive Directors. Sir Jeremy Hanley, the Chairman of
the Committee, is also the designated senior independent Non-executive
Director of the Company. Jeffrey Stevenson and Sir Hugh Bidwell were
members of the Committee until their resignations on 30 June 2003 and
19 September 2003 respectively.
The Remuneration Committee is responsible for:
recommending to the Board the remuneration and terms and 
conditions of employment of the Executive Directors and key 
members of senior management; 
measuring subsequent performance as a prelude to determining the
Executive Directors’ and key managers’ total remuneration on behalf 
of the whole Board; and
granting options under the various ITE group share option schemes 
detailed below.  
During the year the Committee appointed New Bridge Street Consultants 
to advise on executive remuneration and the operation of the various ITE
group share option schemes. New Bridge Street Consultants have provided
no other advice to the Company. The Committee also received advice from
Ian Tomkins in relation to the remuneration of the Company’s senior 
executives (but not in relation to his own remuneration). 
Remuneration policy 
The Company’s principal policy aim is to ensure that remuneration offered 
is appropriate to attract, retain and motivate Executive Directors and staff
with the ability and experience to deliver the Company’s strategy and grow
the business, having regard to the challenging economic conditions and
competition for such people in the markets in which the Company operates.  
In formulating its policies the Committee has regard to and balances the 
following factors:
the remuneration packages offered to executives in companies 
competing in the same markets as the Company;
the remuneration practice in the markets in which the Director is 
principally based;
the need to align the interests of the Directors with those of the 
shareholders;
the performance of the individual Director and of the Company as a whole;
and
any amounts payable to Directors in respect of services performed for 
the Associates of the Company.
The remuneration packages of the Executive Directors comprise base 
salary and benefits, a performance related bonus (save for Ross Stobie) 
and longer term share-based incentive arrangements. Therefore, a 
proportion of Executive Directors’ remuneration is performance-related. 
The fees of the Non-executive Directors are proposed by the Chief
Executive Officer and approved by the Board.
Policy criteria for various components 
Base salary: 
This is reviewed annually by the Committee. Base salary levels are set by
the Committee taking into account each Executive Director’s role, 
experience, performance and the markets in which they perform their
duties.
Variable bonus: 
Certain of the Executive Directors and senior management participate in
performance-related annual bonus schemes, which recognise Company
objectives. For the financial year commencing on 1 October 2003, Ian
Tomkins’ and Russell Taylor’s maximum annual bonus opportunity will be
85% and 50% of base salary respectively. The annual bonus opportunity 
of Edward Strachan is structured differently to take account of his specific
role. Ross Stobie and Ceyda Erem do not participate in an annual bonus
scheme.
·
·
·
a)
b)
c)
d)
e)
ITE Group plc
Annual Report 2003 29 Long term incentives:
The Company operates the following option schemes: the ITE Group 
1998 Company Share Option Plan; the ITE Group 1998 Discretionary Share
Option Scheme; the ITE Group 1998 Key Contractor Share Option Scheme,
and the ITE Group Employee Share Trust Unapproved Share Option Scheme. 
Options are granted under the ITE Group 1998 Company Share Option Plan
and the ITE Group 1998 Discretionary Share Option Scheme to ITE Group
employees (including Executive Directors who are employees). Options can
be granted under the ITE Group 1998 Key Contractor Share Option Scheme
to certain key individuals who are not technically Group employees. The ITE
Group Employee Share Trust Unapproved Share Option Scheme can grant
options over shares held in the ITE Group Employees’ Share Trust. 
At the forthcoming AGM the Company is seeking approval for the 
establishment of a new Performance Share Plan under which it is intended
that awards be made to Executive Directors and other senior managers.
Appended to the Notice of AGM is a full description of the main features of
the new Plan including a full description of the performance conditions that
the Committee intends to apply to the initial awards that are to be made 
under the Plan. The relevant sections of the Notice of AGM form part 
of this report.
Pensions:
The Company does not itself have any pension arrangements. The Company
does however offer a stakeholder pension to its employees and contributes
10% of an employee’s contribution to an employee’s defined contribution
scheme.  During the year the Company has contributed to an individual
money purchase scheme on behalf of one of the Directors, until his 
resignation.
Directors’ service contracts
Executive Directors
Edward Strachan was appointed an Executive Director on 1 July 2003 
and is still remunerated as a consultant through the Company’s agreement
with Kyzyl Tan Consultants Limited. 
The consultancy agreement (dated 30 September 2002) is for a minimum period of three years which is due to
end on 30 September 2005 and is structured to take account of his specific role and responsibilities.  From
September 2005, the consultancy agreement can be terminated on six months notice.
Consistent with market practice, other than Edward Strachan’s arrangements there are no service contracts or
other employment arrangements with any of the Executive Directors with notice periods in excess of one year or
terms which would expose the Company to compensation payments in excess of one year’s package.
The dates of each contract and the relevant notice period are as follows:
Name Date of contact Notice Period
12 months
12 months
6 months
12 months
0 months
4 months
Ian Tomkins
Russell Taylor
Ross Stobie
Alexander Rozin
Ceyda Erem
Alex Bernstein
1 July 1998
25 March 2003
8 November  2002
5 December 2001
1 October 2002
1 November 1999
Ian Tomkins’ contract provides that if within 12 months of a change in control of the Company his contract is 
terminated without notice (save in certain circumstances such as gross misconduct) or he resigns in circumstances
that amount to constructive dismissal, the Company shall pay him in lieu of notice (less statutory deductions) an
amount equal to 95% of salary, contractual benefits and bonus that he would have received had he remained in
employment during the notice period. For the purposes of calculating the bonus amount it will be assumed that the
target has been achieved.
The consultancy agreement relating to Edward Strachan provides that if following a change in control of the
Company his services are materially changed to his detriment, within six months of the change in control he 
can terminate the consultancy agreement on giving three months notice.
In the event of early termination of an Executive Director’s contract it is the Committee’s policy that (subject to
the provisions of each contract) the amount of compensation (if any) paid to the Executive Director will be 
determined by reference to the relevant circumstances that prevail at the time. However, the Committee’s aim will
be to avoid rewarding for poor performance. Furthermore, the Committee will take account of the Executive
Director’s duty to mitigate his loss.
ITE Group plc
Annual Report 2003 30 Audited information
Aggregate Directors’ remuneration
The total amounts for Directors’ remuneration and other benefits were as follows:
2002
£000
2003
£000
Emoluments
Pension contributions
Compensation for loss of office
Gains on exercise of share options
Total
1,461
19
408
1,888
311
2,199
1,862
2
46
1,910
290
2,200
Report on Remuneration (continued)
Performance graph
Total shareholder return of ITE Group Plc over the last five financial years 
compared with the FTSE Small Cap Index
Non-executive Directors
Iain Paterson and Sir Jeremy Hanley: Six months written notice is required
to terminate the contract. The dates of the contracts are 27 May 2002
and 25 February 2003 respectively. 
Marco Sodi, Christopher Russell and Michael Hartley: Not less than 30 days
notice in writing is required to terminate the contract. The dates of the
contracts are 1 July 2003, 28 June 2001 and 20 October 2003
respectively.
Jeffrey Stevenson who resigned on 30 June did so under the terms of 
a contract which required 30 days notice for termination. Sir Hugh Bidwell
who resigned on  21 September did so under the terms of a contract which
required six months notice in writing for termination.
As required by the legislation regarding disclosure in the remuneration
report, this graph illustrates the performance of the Company and a 
“broad equity market index” over the past five years.  As the Company 
is a constituent of the FTSE Small Cap index, that index is considered the
most appropriate form of “broad equity market index” against which the
Company’s performance should be graphed.  Performance, as required 
by the legislation, is measured by Total Shareholder Return (share price
growth plus dividends paid).
ITE Group plc
Annual Report 2003 31 6
7
6
8
2,10
1,2
1
1, 9
2
4
2, 5
3
1, 3
1, 3
Directors’ emoluments
Name of Director           Note Fees/Basic
salary
£’000
Taxable 
benefits
£’000
Annual 
bonuses
£’000
Pension 
contributions
£’000
Compensation
for loss of office 
£’000
2003 
total
£’000
2002 
total
£’000
274
240
19
222
8
511
-
-
390
100
50
42
30
30
-
1,916
-
-
-
-
-
21
-
-
-
25
-
-
-
-
-
46
514
120
137
120
445
28
117
124
-
75
50
120
30
23
7
1,910
250
-
-
-
-
-
33
81
-
-
-
-
-
-
-
364
Executive
Ian Tomkins 
Alexander Bernstein 
Ceyda Erem 
Alexander Rozin 
Ross Stobie
Stephen Warshaw
Russell Taylor
Edward Strachan
Former directors
Non- executive
Sir Hugh Bidwell
Sir Jeremy Hanley
Iain Paterson
Christopher Russell
Jeffrey Stevenson
Marco Sodi
Aggregate emoluments
-
-
-
-
-
2
-
-
-
-
-
-
-
-
-
2
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
1
264
120
137
120
445
4
84
43
-
50
50
120
30
23
7
1,497
The Director served for only part of the year ended 30 September 2003.
The Director served for only part of the year ended 30 September 2002.
Amounts are paid to Veronis Suhler Stevenson International Limited for the provision of the services of these Directors.
Sir Jeremy Hanley receives £20,000 for consultancy services in addition to his Directors fees.  This is included in the figures above.
Iain Paterson receives half of his remuneration in shares.
Ian Tomkins is paid $24,000 (approximately £15,000) for being a director of ITF. Ian Tomkins was paid £4,000 in the prior year for the period 1 July
2002 to 30 September 2002. Ceyda Erem is paid $204,000 (approximately £122,000) for being a director of ITF.  In the prior year Ceyda Erem was
paid £4,000 for these services for the period from 1 July 2002 to 30 September 2002.
Alexander Bernstein received a salary of £120,000 per annum. The amount charged in the year ended 30 September 2002 was for the two years ended
30 September 2002.
In the year ended 30 September 2002 Alexander Rozin received a bonus of £102,000 in relation to work performed in 2001.
Edward Strachan is a shareholder of Kyzyl Tan Consultants Limited, which receives consultancy fees for services provided to the Group 
of £150,000 per annum. Of this £37,500 is included as Director’s emoluments for the period when Mr Strachan has been a director.  
In addition to the consultancy fees Kyzyl Tan Consultants Limited earned a performance related bonus of £324,000 for the year.  
This has been pro-rated for the time he was a Director.
The basic salary for Ross Stobie includes an allowance for living overseas.
1
2
3
4
5
6
7
8
9
10
Notes
ITE Group plc
Annual Report 2003 32
Total compensation for loss of office in the year was £46,000 (2002: £408,000). Director
Alexander Bernstein
Sir Hugh Bidwell
Alexander Rozin
Ian Tomkins
Stephen Warshaw
Edward Strachan
Ross Stobie
Russell Taylor
Scheme
1998 
Discretionary 
Scheme
1998 
Discretionary 
Scheme
Employees Share 
Trust 
1998 
Discretionary 
Scheme
1998 
Discretionary
Scheme
Employee Share 
Trust
1998 
Discretionary 
Scheme
1998 
Discretionary 
Scheme
Employee Share 
Trust
1998 
Discretionary 
Scheme
1998 
Discretionary 
Scheme
1 October
2002 or 
date of 
appointment
320,000
500,000
22,000
278,000
65,000
65,000
1,500,000
40,000
310,000
500,000
1,000,000
75,000
75,000
2,000,000
100,000
500,000
1,000,000
75,000
75,000
Exercisable 
to
16-11-2008
9-12-2011
9-2-2008
16-11-2008
28-5-2011
28-5-2012
9-12-2011
10-1-2010
24-5-2010
9-12-2011
17-3-2012
19-12-2012
28-5-2011
28-5-2012
30-4-2003
16-11-2008
9-12-2011
30-9-2012
28-5-2011
28-5-2012
19-12-2012
25-3-2013
Gain on 
exercise
£000
290
Exercisable 
from
17-11-2001
10-12-2004
10-2-2002
17-11-2001
29-5-2001
29-5-2002
10-12-2004
11-1-2003
25-5-2003
10-12-2004
18-3-2007
20-12-2007
29-5-2001
29-5-2002
1-11-2002
17-11-2001
10-12-2004
1-10-2007
29-5-2001
29-5-2002
20-12-2007
26-3-2008
30 
September 
2003
320,000
500,000
22,000
278,000
65,000
65,000
1,500,000
40,000
310,000
500,000
1,000,000
2,000,000
75,000
75,000
100,000
500,000
1,000,000
75,000
75,000
1,000,000
1,000,000
Market 
price at 
exercise 
date
33.5p
Exercised 
during the 
year
2,000,000
Option price
47.5p
19p
47.5p
47.5p
38.75p
38.75p
19p
70.75p
66.5p
19p
34.25p
34.25p
38.75p
38.75p
19p
47.5p
19p
26.5p
38.75p
38.75p
34.25p
35.5p
Granted 
during 
the year
2,000,000
1,000,000
1,000,000
Report on Remuneration (continued)
Directors’ share options
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the Company 
granted to or held by the Directors.  Details of the options are as follows:
No options lapsed during the year. 
No options are subject to performance conditions governing their exercise
The market price of the ordinary shares at 30 September 2003 was 53p and the range during the year was 26.5p to 56.25p.
The options were awarded for nil cost.
ITE Group plc
Annual Report 2003 33
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-   
-   
-     
-   
-      
-   
-     
-       
-    
-   
-    
-    
-         
-            -     
-            -     
-            -     
-            -     
-            -     
-            -     
-   
-   
-     
-        
-        
-        
-            -     
-
-     
-            -     -     30 September 2003
10,000
21,260,096
-
-
-
16,602,212
24,090
115,048
-
-
Name of Directors
Executive
Ian Tomkins
Ceyda Erem
Alexander Rozin
Ross Stobie
Russell Taylor
Edward Strachan*
Non-executive
Sir Jeremy Hanley
Iain Paterson
Christopher Russell
Marco Sodi
Directors’ interests 
The Directors who held office at 30 September 2003 had the following 
interests in the shares of group undertakings:
Edward Strachan is a shareholder of Kyzyl Tan Consultants, which holds 16,168,731 
shares in the Company.  These are included in the 16,602,212 above.
The Directors, as employees and potential beneficiaries, have an interest in the 9,857,000 
shares held by the ITE Group Employee’s Share Trust. 
There were no changes in the interests of Directors between 30 September 2003 
and 8 December 2003.
On behalf of the Board
Sir Jeremy Hanley
Chairman of the Remuneration Committee
8 December 2003
*
ITE Group plc
Annual Report 2003 34
30 September 2002
10,000
21,260,096
2,000,000
-
-
-
24,090
34,615
-
- Directors’ biographies
Ceyda Erem (51) – Executive Director
Ceyda Erem was appointed a Director of the Company with responsibility for our
Associate interests in Turkey in December 1999.  She is the founder, owner and
Chairwoman of CNR, a company that manages the largest exhibition halls in Istanbul.
Having graduated from Bursa Uludag University in 1976, she worked in the advertising
industry until founding the business of CNR in 1985.  Since that time, Ms Erem has
been involved on a full time basis in the running of CNR, being primarily responsible 
for its successful development to date.
The Rt. Hon. Sir Jeremy Hanley, KCMG (58) - Non-executive Director 
Audit, Remuneration, Nomination
Sir Jeremy Hanley was appointed a Non-executive Director of the Company in 
March 1998.  He is a Chartered Accountant. His other directorships include the 
GTECH Holdings Corporation Inc., and the European Advisory Board of Credit Lyonnais.
He is a senior consultant with Kroll.  He is a Director of the Arab-British Chamber 
of Commerce and a Vice-President of the British-Iranian Chamber of Commerce.  
Sir Jeremy was a Member of Parliament for Richmond and Barnes from 1983 to 1997
and held a number of ministerial positions including Under Secretary of State for
Northern Ireland, Minister of State for the Armed Forces, Cabinet Minister without
Portfolio whilst Chairman of the Conservative Party and Minister of State for 
Foreign & Commonwealth Affairs. He retired from politics in 1998 to concentrate 
on his Director’s duties. Sir Jeremy is the senior independent Non-executive Director.
Michael Hartley (54) – Non-executive Director 
Audit, Remuneration, Nomination, Acquisition
Michael Hartley was appointed a Non-executive Director of the Company on 21
October 2003. He brings extensive international management experience to 
the Board, having spent 10 years with Coats Viyella plc, for the last three years 
as Chief Executive of the Viyella division. Mr Hartley is currently Chairman of Dawson
International plc.  He has worked extensively in Asia, Australia and Africa, and brings 
to ITE his experience of business practices in these markets. Mr Hartley has also held
several chief executive and marketing roles in the retail sector, including at Tootal
Group plc, Lewis Meeson Ltd, Trinity International Holdings plc and Marks & Spencer
plc. Mr Hartley holds an MBA from Manchester Business School.
Iain Paterson (56) – Non-executive Chairman
Audit, Remuneration, Nomination, Acquisition
Iain Paterson was appointed a Director and Non-executive Chairman of the Company in
May 2002.  He has over 33 years of international management experience at a senior
level, most particularly in the oil industry.  Most recently he was a Board Member and
International Director of Enterprise Oil plc. Previously he spent 14 years at British
Petroleum plc.  He is currently Chairman of Sondex plc and holds Non-executive
Directorships at Paladin Resources plc and MOL Rt. (the Hungarian Energy Company) 
and Hunting plc.
Christopher Russell (38) - Non-executive Director 
Audit, Remuneration, Nomination
Christopher Russell was appointed a Non-executive Director of the Company in June
2001.  He is a Managing Director and Principal of Veronis Suhler Stevenson (‘VSS’),
the New York and London based private equity firm focused exclusively on the media,
communications and information industry.  Mr Russell is responsible for originating,
developing, structuring and monitoring US and International investment opportunities.
Prior to joining VSS in 1994, he worked in various corporate positions at NBC
Television.  Mr Russell holds a B.A. from Georgetown University and an MBA 
from Columbia Business School.
Marco Sodi (45) – Non-executive Director
Nomination, Acquisition
Marco Sodi heads Veronis Suhler Stevenson’s London based affiliate, Veronis Suhler
Stevenson International, and is a Partner of Veronis Suhler Stevenson (‘VSS’), and 
a Managing Member of the General Partner of the Fund.  Mr Sodi developed VSS's
international activities throughout the 1990's and established the Firm's London 
office in 2000.  Mr Sodi has been active with each of the Equity Funds since 1990 and
has led six separate platform investments.  Prior to joining VSS in 1988, 
Mr Sodi was a Partner at Salem Solutions, a financial consulting firm, and worked 
at Exxon Enterprises, the venture capital arm of ExxonMobil.  Born and raised in
Florence, Italy, Mr Sodi received a BS from Cornell University.
ITE Group plc
Annual Report 2003 35 Ross Stobie (52) – Executive Director
Ross Stobie was appointed as a Non-executive Director in June 2002 and assumed an
Executive role as General Director of the Group’s business in Moscow in October 2002.
He has considerable experience and expertise in emerging markets, particularly through
his work for BG Group plc (formerly British Gas) over the past six years.  He joined BG
specifically to run the Group’s Russian operations, where as President of BG Russia he
had direct responsibility for all the Group’s substantial interests in that region.  More
recently he has held the position of Chief Executive BG India.  Prior to joining BG Group
he held senior positions at BHP and BP.   
Edward Strachan (39) – Executive Director
Edward Strachan joined ITE in 1993 when he launched ITE’s local operation in
Kazakhstan. Since then he has been managing ITE's operations in St Petersburg 
and the Caspian region. This year he took responsibility for EUF, ITE’s 100% owned
operation in Turkey. He brings to the Board his extensive experience of launching
and managing exhibitions throughout Russia and the Caspian regions. 
Russell Taylor (45) – Finance Director
Acquisition
Russell Taylor was appointed Finance Director on 24 March 2003. He was previously
Finance Director of Air Miles International Group, where he managed all financial and
commercial aspects of the international loyalty schemes business. He brings extensive
experience of all sectors of the exhibition industry, having spent nine years at P&O
Group, where he was Group Finance Director at Earls Court Olympia and subsequently,
Managing Director of Earls Court & Olympia Halls. A qualified Chartered Accountant, 
he trained at Touche Ross & Co where he then became a Manager in the Corporate
Finance Department. He also holds a BA in Economics from Lancaster University.
Ian Tomkins (39) – Chief Executive Officer
Acquisition
In October 2002 Ian Tomkins was appointed Chief Executive Officer having originally
joined the Company in July 1998. Previously Ian had been appointed Finance Director
and Company Secretary in May 2000. Ian qualified as a Chartered Accountant with
Price Waterhouse in Australia in 1988 and completed six years of service with the firm. 
He subsequently served as Financial Controller with Village Roadshow Ltd, a publicly
listed Australian cinema exhibition, media and leisure company that operated in the
United Kingdom in joint venture with Warner Brothers.
ITE Group plc
Annual Report 2003 36 Directors’ responsibilities
United Kingdom 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 Group as at the end of the financial
year and of the profit or loss of the Group for that period.  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 departures disclosed and explained in the 
financial statements; and
prepare the financial statements on the going concern basis unless it 
is inappropriate to presume that the company will continue in business.
The Directors are responsible for keeping proper accounting records 
which disclose with reasonable accuracy at any time the financial position 
of the Company and Group and enable them to ensure that the financial 
statements comply with the Companies Act 1985.  They are also 
responsible for the systems of internal control, for safeguarding the
assets of the Company and Group and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
·
·
·
·
ITE Group plc
Annual Report 2003 37 We review whether the Report on Corporate Governance reflects the Company's compliance with the seven 
provisions of the Combined Code specified for our review by the Listing Rules of the Financial Services Authority,
and we report if it does not.  We are not required to consider whether the Board's statements on internal control
cover all risks and controls, or form an opinion on the effectiveness of the Group's corporate governance 
procedures or its risk and control procedures.
We read the Directors’ Report and the other information contained in the annual report for the above year as
described in the contents section including the unaudited part of the Report on Remuneration and consider the
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements.
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 and the part of the Report on Remuneration described as having been audited. 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 circumstances of the Company
and the Group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered 
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements
and the part of the Report on Remuneration described as having been audited 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 and the part of the Report on
Remuneration described as having been audited.
Opinion
In our opinion: 
The financial statements give a true and fair view of the state of affairs of the company and the group as 
at 30 September 2003 and of the profit of the Group for the year then ended; and
The financial statements and part of the Report on Remuneration described as having been audited have been 
properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
8 December 2003
Independent auditors’ report
To the members of ITE Group plc
We have audited the financial statements of ITE Group Plc for the year
ended 30 September 2003 which comprise the profit and loss account, 
the balance sheets, the cash flow statement, the statement of total 
recognised gains and losses, the statement of accounting policies and 
the related notes 1 to 28.  These financial statements have been prepared
under the accounting policies set out therein. We have also audited the
information in the part of the Report on Remuneration 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 auditors’ 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
As described in the statement of Directors’ responsibilities, the Company’s
Directors are responsible for the preparation of the financial statements in
accordance with applicable United Kingdom law and accounting standards.
They are also responsible for the preparation of the other information 
contained in the annual report including the Report on Remuneration. 
Our responsibility is to audit the financial statements and the part of the
Report on Remuneration described as having been audited in accordance
with relevant United Kingdom legal and regulatory requirements and 
auditing standards.
We report to you our opinion as to whether the financial statements give 
a true and fair view and whether the financial statements and the part of
the Report on Remuneration described as having been audited have been
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 and other members 
of the group is not disclosed.
·
·
ITE Group plc
Annual Report 2003 38 Turnover
Cost of sales
Gross profit
Net operating expenses before impairment and goodwill amortisation
Impairment charge
Goodwill amortisation
Total net operating expenses
Operating profit
Share of associates’ operating profit/(loss) before goodwill amortisation
Goodwill amortisation
Share of associates’ operating profit/(loss)
Provision or loss on disposal of group undertakings
Profit/(loss) on ordinary activities before interest
Interest receivable
Interest payable and similar charges
Profit/(loss) on ordinary activities before taxation
Tax on profit/(loss) on ordinary activities
Profit/(loss) on ordinary activities after taxation
Minority interests
Profit/(loss) for the financial year
Dividends
Retained profit/(loss) for the year
Earnings/(loss) per share
Basic
Diluted
Headline diluted
Consolidated Profit and Loss Account
For the year ended 30 September 2003
The accompanying notes are an integral part of this consolidated profit and loss account.
All results derived from the continuing operations of the Group.
Notes
1
2
27
3
4
7
21
9
10
10
10
2002
£000
52,431
(31,012)
21,419
(12,581)
(6,220)
(1,905)
(20,706)
713
(1,211)
(160)
(1,371)
(476)
(1,134)
824
(95)
(405)
(2,350)
(2,755)
152
(2,603)
(6,548)
(9,151)
(1.0p)
(1.0p)
2.4p
2003
£000
58,934
(32,213)
26,721
(12,720)
-
(2,331)
(15,051)
11,670
836
(132)
704
(779)
11,595
760
(68)
12,287
(4,030)
8,257
6
8,263
(4,359)
3,904
3.1p
3.0p
4.2p
ITE Group plc
Annual Report 2003 39 2002
£000
2003
£000
Profit/(loss) for the financial year
Group 
Associates
(Loss)/gain on foreign currency translation
Adjustment to option reserve for lapsed options
Total recognised gains and losses relating to the year
(1,281)
(1,322)
(2,603)
22
115
(2,466)
7,762
501
8,263
(46)
42
8,259
Consolidated Statement of Total Recognised Gains and Losses
For the year ended 30 September 2003
The accompanying notes are an integral part of this consolidated statement of total recognised gains and losses. 
Notes
20
20
ITE Group plc
Annual Report 2003 40 2002
(as restated - note 19)
£000
30,826
2,041
612
2,492
35,971
18,225
4,148
17,693
40,066
(38,426)
1,640
37,611
(1,241)
36,370
2,778
27,495
2,478
239
3,377
36,367
3
36,370
2003
£000
30,016
1,920
1,057
2,412
35,405
19,557
3,914
22,104
45,575
(39,035)
6,540
41,945
(984)
40,961
2,813
27,996
2,746
132
7,277
40,964
(3)
40,961
Fixed assets
Goodwill
Tangible assets
Associates
Other investments
Current assets
Debtors due within one year
Debtors due after one year
Cash at bank and in hand
Creditors: Amounts falling due within one year
Net current assets
Total assets less current liabilites
Provisions for liabilities and charges
Net assets
Capital and reserves
Called-up share capital
Share premium account
Merger reserve
Option reserve
Profit and loss account
Equity shareholders’ funds
Minority interests
Total capital employed
Consolidated Balance Sheet
30 September 2003
The accompanying notes are an integral part of this consolidated balance sheet. 
Notes
11
12
13
13
14
14
15
16
18
19
19
19
19
20
21
ITE Group plc
Annual Report 2003 41 The accounts on pages 39 to 67 were approved by the Board of Directors and signed on its behalf by:
Ian Tomkins Russell Taylor
Chief Executive Officer Finance Director
8 December 2003
Fixed assets
Investments
Current assets
Debtors due within one year
Debtors due after one year
Cash at bank and in hand
Creditors: Amounts falling due within one year
Net current assets
Total assets less current liabilties
Net assets
Capital and reserves
Called-up share capital
Share premium account
Merger reserve
Option reserve
Profit and loss account
Equity shareholders’ funds
2002
(as restated - note 19)
£000
3,359
410
33,366
2,909
36,685
(3,096)
33,589
36,948
36,948
2,778
27,495
2,478
239
3,958
36,948
Company Balance Sheet
30 September 2003
2003
£000
3,347
1,720
35,728
604
38,052
(3,175)
34,877
38,224
38,224
2,813
27,996
2,746
132
4,537
38,224
Notes
13
14
14
15
18
19
19
19
19
ITE Group plc
Annual Report 2003 42
The accompanying notes are an integral part of this balance sheet.  Consolidated Cash Flow Statement
For the year ended 30 September 2003
Net cash inflow from operating activities
Returns on investments and servicing of finance
Taxation
Capital expenditure and financial investment
Acquisitions and disposals
Equity dividends paid
Cash inflow before management of liquid
resources and financing
Management of liquid resources
Financing
(Decrease)/increase in cash in the year
2003
£000
14,439
692
(3,677)
145
(3,595)
(4,026)
3,978
(5,164)
433
(753)
2002
£000
10,393
1,080
(2,300)
(643)
(5,624)
(1,623)
1,283
2,300
155
3,738
Notes
22
23
23
23
23
23
23
24
The accompanying notes are an integral part of this consolidated cash flow statement.
ITE Group plc
Annual Report 2003 43 The principal accounting policies are summarised below. They have all been
applied consistently throughout the year and the preceding year.
Basis of accounting
The accounts have been prepared under the historical cost 
convention and in accordance with applicable United Kingdom law 
and accounting standards.
Basis of consolidation
The Group accounts consolidate the accounts of ITE Group plc and its 
subsidiary undertakings drawn up to 30 September each year.  The results
of subsidiaries acquired or sold are consolidated for the periods from or to
the date on which control passed.  Acquisitions are accounted for under 
the acquisition method.
Goodwill
Goodwill arising on the acquisition of subsidiary undertakings and 
businesses, representing any excess of the fair value of the consideration
given over the fair value of the identifiable assets and liabilities acquired, 
is capitalised and written off on a straight line basis over its useful 
economic life, being between ten and up to a maximum of twenty years.
Provision is made for any impairment.
Goodwill arising on acquisitions in the year ended 30 September 1998 
and earlier was written off to reserves in accordance with the accounting
standard then in force.  As permitted by the current accounting standard
the goodwill previously written off to reserves has not been reinstated in
the balance sheet.  On disposal or closure of a previously acquired business,
the attributable amount of goodwill previously written off to reserves is
included in determining the profit or loss on disposal.
The useful economic lives for goodwill are periodically reviewed and this 
can result in them being reduced if circumstances dictate.
Tangible fixed assets
Tangible fixed assets are stated at cost, net of depreciation and any 
provision for impairment.  Depreciation is provided on all tangible fixed
assets at rates calculated to write off the cost, less estimated residual
value, of each asset on a straight-line basis over its expected useful life, 
as follows:
Leasehold land and buildings - term of lease 
Plant and equipment - 4 years
Investments
Except as stated below, fixed asset investments are shown at cost less 
provision for impairment.  Current asset investments are stated at the
lower of cost and net realisable value.
In the Company balance sheet, for investments in subsidiaries acquired for
consideration including the issue of shares qualifying for merger relief, cost
is measured by reference to the nominal value only of the shares issued.
Any premium is ignored.
Associates
In the Group accounts investments in associates are accounted for using
the equity method. The consolidated profit and loss account includes
the Group’s share of associates’ profits less losses while the Group’s share 
of the net assets of the associates is shown in the consolidated balance
sheet. Goodwill arising on the acquisition of associates is accounted for 
in accordance with the policy set out above. Any unamortised balance of
goodwill is included in the carrying value of the investment in associates.
Turnover
Turnover represents amounts receivable for goods and services provided 
in the ordinary course of business net of VAT and other sales related taxes.
Turnover is recognised when an event is completed.
Accounting Policies
ITE Group plc
Annual Report 2003 44 Accounting Policies (continued)
Profit recognition on events
Profit is recognised when an event is completed.  Billings and cash received
in advance, and directly attributable costs relating to future events and
those straddling the year end, are deferred until the events are completed.
The amounts so deferred are included in the balance sheet as deferred
event income and prepaid event costs respectively.  Losses anticipated 
at the balance sheet date are provided in full.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at
amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantially enacted at the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a
right to pay less tax in the future have occurred at the balance sheet date.
Timing differences are differences between the company's taxable profits
and its results as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in periods different from
those in which they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore 
recognised only when, on the basis of all available evidence, it can be
regarded as more likely than not that there will be suitable taxable profits
from which the future reversal of the underlying timing differences can 
be deducted.
Deferred tax is measured at the average tax rates that are expected 
to apply in the periods in which the timing differences are expected 
to reverse, based on tax rates and laws that have been enacted or 
substantially enacted by the balance sheet date. Deferred tax is 
measured on a non-discounted basis. 
Foreign currency
Transactions in foreign currencies are recorded at the rate of exchange 
at the date of the transaction or, if hedged, at the forward contract rate.
Monetary assets and liabilities denominated in foreign currencies at the 
balance sheet date are reported at the rates of exchange prevailing at 
that date or, if appropriate, at the forward contract rate.
The results of overseas operations are translated at the average rates 
of exchange during the period and their balance sheets at the rates ruling
at the balance sheet date. Exchange differences arising on translation of
the opening net assets and results of overseas operations and on foreign
currency borrowings, to the extent that they hedge the Group’s investment
in such operations, are reported in the Statement of total recognised gains
and losses. All other exchange differences are included in the profit and 
loss account. 
Leases
Rentals under operating leases are charged on a straight-line basis over 
the lease term, even if the payments are not made on such a basis.
ITE Group plc
Annual Report 2003 45 The turnover and profit/(loss) before taxation are attributable to the Group’s one principal activity, the organisation of trade exhibitions and 
conferences and can be analysed by geographic segment as follows.
Total Group
£000
58,934
58,934
11,670
704
12,374
692
(779)
12,287
39,904
1,057
40,961
52,431
52,431
713
(1,371)
(658)
(476)
729
(405)
35,758
612
36,370
677
119
4
(103)
(9)
-
1,904
-
60
(398)
(16)
214
Year ended 30 September 2003
Turnover by geographical location 
of events/activities
Turnover by origin of sale
Operating profit
Share of associates’ operating profit/(loss)
Interest recievable (net)
Provision for loss on disposal of group undertakings
Profit on ordinary activites before tax
Segment net assets/ (liabilites)
Share of associates’ net assets
Net assets 
Year ended 30 September 2002
Turnover by geographical location 
of events/activities
Turnover by origin of sale
Operating profit/(loss)
Share of associates’ operating loss
Loss on disposal of interest in group undertakings
Interest recievable (net)
Loss on ordinary activites before tax
Segment net assets/(liabilties)
Share of associates’ net assets
Net assets
3,456
44,480
9,338
37,864
2,692
41,700
475
34,663
7,647
3,218
416
119
6,764
2,778
159
(56)
42,648
8,529
1,740
1,973
34,851
5,821
417
1,151
4,506
2,588
172
807
(43)
1,057
6,220
2,132
(398)
(973)
16
398
Notes to the accounts 
UK & Western
Europe
£000
Central Asia
£000
Russia
£000
Eastern &
Southern
Europe
£000
Rest of World
£000
Total Group
£000
UK & Western
Europe
£000
Central Asia
£000
Russia
£000
Eastern & 
Southern
Europe 
£000
Rest of World
£000
1
ITE Group plc
Annual Report 2003 46
-- -
-- -
-- -
-- -
Segmental information Net operating expenses includes total administrative expenses of £15.3 million (2002: £21.3 million) and rental income of £287,000 (2002: £150,000).
The balance for the prior year related to income in relation to profit rights in an externally run exhibition of £442,000.
Administrative expenses include £0.4 million of redundancy costs and, in connection with the Group’s activities in the Czech Republic and Slovakia, 
£0.8 million of operating charges and £0.6 million of goodwill amortisation. In the prior year, administrative expenses included non-recurring items of £1.4
million, being £0.6 million of redundancy and restructuring costs, £0.3 million of provision against loans and £0.5 million of provision against 
rent and repairs.
Interest receivable from bank deposits
Interest receivable on loans to associates
Share of associates interest receivable
Bank loans and overdrafts
Share of associates interest payable
2003
£000
656
98
6
760
2003
£000
15
53
68
Notes to the accounts (continued)
2002
£000
739
85
-
824
2002
£000
15
80
95
Net operating expenses 2
Interest receivable 3
Interest payable and similar charges 4
ITE Group plc
Annual Report 2003 47 2002
Number
109
278
387
£000
11,514
1,513
69
13,096
5
The average monthly number of employees (including Executive Directors) was:
Administration
Technical and sales
Their aggregate remuneration comprised:
Wages and salaries
Social security costs
Other pension costs 
2003
£000
455
2,463
-
954
101
380
310
30
15
144
21
520
Depreciation and amounts written off tangible fixed assets
Amortisation of goodwill and trade investments (including associates)
Impairment of goodwill on subsidiaries and investments
Operating lease rentals - other
Loss/(profit) on sale of fixed assets
Exchange loss
Auditor’s remuneration 
- Audit services   Statutory audit
Other
- Tax services     Compliance
Advisory services
- Other
Total auditors’ remuneration
The Statutory audit fee represents the charge for the Group as a whole.  It is not considered practical to allocate an amount to the Company.
2003
Number
157
275
432
£000
10,122
1,264
141
11,527
Profit/(loss) on ordinary activities before taxation
Profit/(loss) on ordinary activities before taxation is stated after charging/(crediting):
Staff costs
Details of audited Directors’ remuneration are shown in the Report on Remuneration on pages 29 to 34.
6
2002
£000
449
2,065
6,220
1,086
(69)
1,041
248
35
15
17
28
343
ITE Group plc
Annual Report 2003 48 Analysis of tax charge in the period: 
Group taxation on current year profit
UK corporation tax on profit for the period
Adjustment to UK tax in respect of previous periods
Overseas taxation – current period
Overseas taxation – previous periods
Share of associates’ tax
Total current tax
Deferred tax
Origination and reversal of timing differences
Total tax
Factors affecting tax charge in the period:
Profit/(loss) on ordinary activities before tax
Profit/(loss) on ordinary activities multiplied by standard rate 
of corporation tax in the UK of 30%
Effects of:
Expenses not deductible for tax purposes 
Capital allowances in excess of depreciation
Non-utilisation of tax losses
Withholding tax and other irrecoverable taxes
Adjustments to tax charge in respect of previous periods
Losses utilised
Notes to the accounts (continued)
2003
£000
3,425
(365)
3,060
783
47
155
985
4,045
(15)
4,030
2003
£000
12,287
3,686
1,130
-
146
(138)
(318)
(461)
4,045
2002
£000
1,930
(305)
1,625
848
496
(129)
1,215
2,840
(490)
2,350
2002
£000
(405)
(121)
2,522
(204)
316
627
191
(491)
2,840
7 Tax on profit/(loss) on ordinary activites
ITE Group plc
Annual Report 2003 49 Provision for deferred tax:
Accelerated capital allowances
Tax losses carried forward
Provision for deferred tax
Provision at the start of the year
Deferred tax credit in the profit and loss account
Provision at the end of the year
The profit for the year dealt with in the accounts of the parent company, ITE Group plc, was £4.9 million (2002: £9.4 million).  As permitted by Section
230 of the Companies Act 1985, no separate profit and loss account is presented in respect of the parent company.
Profit attributable to ITE Group plc
9 Dividends
7
Factors that may affect future tax charges:
The Group has carried forward tax losses which should reduce tax payments in future years for some Group companies.   Capital allowances are expected to
continue to be in excess of depreciation in the next few years, although not significantly higher than for the current period.  The Group’s overseas tax rates
differ to the UK. The tax rate in Russia has reduced to 24%, whereas in Germany the effective rate is approximately 40%.
Interim paid of 0.5p (2002 – 1.45p) per ordinary share
Final proposed of 1.1p (2002 – 1.0p) per ordinary share
Under the terms of the trust deed dated 20 October 1998, the ITE Group Employees Share Trust, which holds 9,857,000 ordinary shares representing
3.5% of the Company’s called-up ordinary share capital, has agreed to waive all dividends due to it. 
2003
£000
623
(503)
120
135
(15)
120
2002
£000
638
(503)
135
625
(490)
135
2003
£000
1,265
3,094
4,359
2002
£000
3,770
2,778
6,548
8
Tax on profit/(loss) on ordinary activites (continued)
ITE Group plc
Annual Report 2003 50 Notes to the accounts (continued)
1 0 Earnings per share
2003
Number of shares
(‘000)
270,527
3,643
274,170
2002
£000
(2,603)  
-
-  
-  
(2,603)
2002
£000
(2,603)
2,065
6,220
476
6,158
Profit/(loss) for the financial year
Amortisation of goodwill
Exceptional amounts written off goodwill and investments
Loss on disposal of group undertakings
2003
£000
8,263
2,463
-
779
11,505
2003
£000
8,263
-
-
-
8,263
2002
Number of shares
(‘000)
258,372
2,837
261,209
Weighted average number of shares:
For basic earnings per share
Exercise of share options
For diluted earnings per share
Headline diluted earnings per share is intended to provide a consistent measure of group earnings on a year on year basis.
Headline diluted earnings per share is calculated using profit for the financial year before amortisation and impairment of goodwill and profits or losses 
arising on disposal of group undertakings.  In the prior year, Headline diluted earnings per share included profits and losses on disposal of group 
undertakings.
The calculations of earnings per share are based on the following results and numbers of shares.
Headline diluted Basic and diluted
ITE Group plc
Annual Report 2003 51
(restated) Cost
1 October 
Additions
Disposals
30 September 
Amortisation
1 October
Charge for the year
Impairment of goodwill
Disposals
30 September
Net book value
30 September 
Additions in the year can be analysed as follows:
Acquisition of minority interests in subsidiaries
Acquisition of businesses
Adjustment to contingent consideration in respect of previous acquisitions
2003
£000
52,345
1,521
-
53,866
(21,519)
(2,331)
-
-
(23,850)
30,016
2003
£000
1,353
47
121
1,521
2002
£000
52,714
2,976
(3,345)
52,345
(16,703)
(1,904)
(6,220)
3,308
(21,519)
30,826
2002
£000
1,940
976
60
2,976
The acquisition of minority interests in subsidiaries of £1.4 million relates to the purchase of the 15% of the minority interest in ITE Moda Limited, such
that the Company now owns 90% of ITE Moda Limited, the purchase of the remaining minority interests in Intermedia Exhibitions and Conferences Limited
and the remaining interest in Iteca Caspian Limited.
1 1 Goodwill
ITE Group plc
Annual Report 2003 52 2002
£000
1,000
2
2,357
3,359
-
3,359
Company
Total
£000
2,539
456
(326)
2,669
498
455
(204)
749
1,920
2,041
Notes to the accounts (continued)
Group 
Cost
1 October 2002
Additions
Disposals
30 September 2003
Depreciation
1 October 2002
Charge for the year
Disposals
30 September 2003
Net book value
30 September 2003
30 September 2002
Subsidiary undertakings
Other investments and loans
Own shares
Associates
Land and buildings
short leasehold
£000
1,003
-
- 
1,003
169
50
-
219
784
834
2003
£000
-
78
2,334
2,412
1,057
3,469
Plant and
equipment
£000
1,536
456
(326)
1,666
329
405
(204)
530
1,136
1,207
Group
During the year the holding in Incheba Praha was transferred from Associates to Other investments and loans, at a value of £181,000 as detailed in the Financial Review on page 19.
1 2 Tangible fixed assets
1 3 Fixed asset investments
ITE Group plc
Annual Report 2003 53
2003
£000
1,000
13
2,334
3,347
-
3,347
2002
£000
-
135
2,357
2,492
612
3,104 Principal Group investments
The parent company and the Group have investments in the following subsidiary undertakings and associates which principally affected the results or net
assets of the Group.  To avoid a statement of excessive length, details of investments which are not significant have been omitted.  The principal activity
of all the companies listed is the organisation of exhibitions and conferences, with the exception of X-RM Limited, which is a provider of software services.
Subsidiary undertakings
International Trade and Exhibitions (JV) Limited
ITE Exhibitions & Conferences Limited
IEG International Limited+
X-RM Limited
Intermedia Exhibitions and Conferences Limited
IEG-Gima International Exhibition Group GmbH & Co KG
International Trade and Exhibitions (ITE) Worldwide B.V. 
E Uluslararasi Fuar Tantitim Hizmetleri AS
Premier Expo
ITE LLC
OOO Primexpo
ITECA
Iteca Caspian LLC
ITE Moda Limited
ITE Enterprises Limited+
Associates
Istanbul Fuarcilik AS 
ACG & ITE Trade Fairs SAE
+ Held directly by ITE Group plc.
%
100
100
100
100
100
100
100
100
100
100
100
100
100
90
100
50
50
Country of
incorporation
England
England
England
England
England
Germany
Netherlands
Turkey
Ukraine
Russia
Russia
Kazakhstan
Azerbaijan
England
England
Turkey
Egypt
Holding
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
Ordinary shares
1 3 Fixed asset investments (continued)
ITE Group plc
Annual Report 2003 54 Shares
£000
10,181
10,181
9,181
9,181
1,000
1,000
Loans
£000
23,574
23,574
23,574
23,574
-
-
Total
£000
33,755
33,755
32,755
32,755
1,000
1,000
Group
£000
(505)
(181)
758
72
1,117
(132)
985
1,057
612
Cost
1 October 2002
30 September 2003
Provisions
1 October 2002
30 September 2003
Net Book Value
30 September 2003
30 September 2002
Associates
Share of net assets
1 October 2002
Transfer to investments
Share of retained profit for the year
30 September 2003
Goodwill
1 October 2002
Amortisation of goodwill
30 September 2003
Net book value
30 September 2003
30 September 2002
55
ITE Group Plc
Annual Report 2003
Notes to the accounts (continued)
Company - Subsidiary undertakings
1 3 Fixed asset investments (continued)
During the year the holding in Incheba Praha was transferred from Associates to Other investments and loans, at a value of £181,000 as detailed in the
Financial Review on page 19. Total
£000
4,642
11
-
4,653
4,640
4,640
13
2
Other investments and loans
Group
1 3 Fixed asset investments (continued)
Other
investments
£000
3,002
11
-
3,013
3,000
3,000
13
2
Loans
£000
1,640
-
-
1,640
1,640
1,640
Cost
1 October 2002
Additions
Transfer from Associates
30 September 2003
Provisions
1 October 2002
Charge in the year
30 September 2003
Net book value
30 September 2003
30 September 2002
At the Extraordinary General Meeting held on 17 November 1998, 
shareholders approved the establishment of the ITE Group Employee Share
Ownership Trust (ESOT).  The terms of the ESOT allow the trustees to
transfer shares to employees who exercise options under the Company’s
Share Option Schemes, to grant options to employees and to accumulate
shares by buying in the market or subscribing for shares at market value.
The ESOT is capable of holding a maximum of 5% of the Company’s issued
ordinary share capital.  The ESOT held 9,857,000 shares in ITE Group plc 
at 30 September 2003 (2002: 9,957,000 shares). No grant of share
options has been made during the financial year.
The Company has agreed to make available to the ESOT an interest-free
loan of up to £2.5 million for the purpose of buying shares.  At 30
September 2003, the amount of the loan drawn down was £2.1 million.
The ITE Group plc Company profit and loss account and balance sheet
include the results of the ESOT for the year ended 30 September 2003.
The trustees have waived their current and future rights to all dividend 
entitlement on the shares held by the ESOT.  No options were exercised and
105,000 options lapsed during the year.  A balance of 580,000 options
remained in issue at 30 September 2003. Details of the options in issue and
their exercise dates can be seen at Note 18 to the accounts. 
Other
investments
£000
8,790
60
181
9,031
8,655
298
8,953
78
135
Total
£000
10,430
60
181
10,671
10,295
298
10,593
78
135
Loans
£000
1,640
-
-
1,640
1,640
1,640
Company
Company
£’000
2,357
(23)
2,334
Group
£’000
2,357
(23)
2,334
Own shares
Cost
At 1 October 2002
Movement in the period
At 30 September 2003
The provision in the year relates to £141,000 against an investment held by IEG-Gima in a sales
agency in Germany and £157,000 against the investment in Incheba Praha transferred from 
associates in the year.
ITE Group Plc
Annual Report 2003 56
-                                -                 -             -
--
-                                                   - 1 5 Creditors: amounts falling due within one year
Group
Company
1 4 Debtors 
2002
£000
-
187
-
2,778
131
-
3,096
Trade creditors
Taxation and social security
Deferred consideration
Proposed dividends
Other creditors
Accruals and deferred income
Notes to the accounts (continued)
2002
£000
-
-
410
-
-
-
410
33,366
-
-
-
33,366
2002
£000
13,826
988
1,526
-
-
1,885
18,225
-
2,484
1,408
256
4,148
Debtors due within one year
Trade debtors
Amounts owed by associates
Other debtors
Tax prepayment
Loan to Incheba Praha
Prepayments and accrued income
Debtors due after one year
Amounts owed by Group undertakings
Loan to Incheba Praha
Other debtors
Prepayments and accrued income
2003
£000
15,499
-
638
1,248
505
1,667
19,557
-
1,516
2,398
-
3,914
2003
£000
-
-
472
1,248
-
-
1,720
35,728
-
-
-
35,728
Group Company
2003
£000
837
4,453
238
3,111
1,981
28,415
39,035
2002
£000
939
2,992
2,122
2,778
1,889
27,706
38,426
2003
£000
11
-
-
3,111
53
-
3,175
ITE Group Plc
Annual Report 2003 57 Total
£000
1,241
472
(729)
984
Deferred
taxation
£000
135
(15)
-
120
National Insurance
on share options
£000
94
366
-
460
Group
1 October 2002
Charged/(released) to the profit and 
loss account
Utilised in the period
30 September 2003
Onerous leases
£000
468
-
(64)
404
Contingent 
consideration
£000
544
121
(665)
-
The provision for national insurance on share options is calculated by reference to the employers national insurance cost on the potential gain based on the
difference between the exercise price and share price for those share options “in the money” at 30 September 2003.
Deferred taxation is shown at Note 7 to the accounts.
The onerous lease provision relates to the differential between rental income and lease commitments on two properties, one in the UK and one in the US.
The UK lease has a further 14 1/2 years to run and carries a rental of £90,000 per annum. On 20 December 2002 the Company subleased the property
for a period of five years for a rental of £62,000 per annum.   The differential has been provided for over the remaining term of the lease.  The US lease
runs to 2006 and has been fully provided for in this period.
The Financial Review provides an explanation of the role that financial instruments have had during the year in creating or changing the risks the Group
faces in its activities.  The explanation summarises the objectives and policies for holding or issuing financial instruments and similar contracts, and the
strategies for achieving those objectives that have been followed during the year.
The numerical disclosures in this note deal with financial assets and liabilities as defined in Financial Reporting Standard 13 “Derivatives and other financial
instruments: disclosures” (FRS 13).  Certain financial assets such as investments in subsidiary and associated companies are excluded from the scope of
these disclosures.
As permitted by FRS 13, short term debtors and creditors have been excluded from the disclosures, other than the currency disclosures.
1 6 Provisions for liabilities and charges
1 7 Derivatives and other financial instruments
ITE Group Plc
Annual Report 2003 58 Fixed
rate
2003
£000
5,164
-
-
-
-
-
5,164
Fixed
rate
2002
£000
-
-
-
-
-
-
-
Floating
rate
2003
£000
12,165
1,250
905
817
1,286
2,563
18,986
Floating
rate
2002
£000
13,147
1,449
2
1,365
1,439
2,775
20,177
Notes to the accounts (continued)
Currency
Sterling
US Dollar
Swiss Francs
Euro
Russian Rouble
Other
Currency
Sterling
US Dollar
Swiss Francs
Euro
Russian Rouble
Other
Total
2003
£000
17,329
1,250
905
817
1,286
2,563
24,150
Total
2002
£000
13,147
1,449
2
1,365
1,439
2,775
20,177
The profile at 30 September 2002 for comparison purposes was as follows:
Interest rate profile 
The interest rate and currency profile of the Group’s financial assets at 30 September 2003 was as follows:
1 7 Derivatives and other financial instruments (continued)
ITE Group Plc
Annual Report 2003 59
The assets subject to floating rates of interest are cash balances based on money market rates at call and a loan to Incheba Praha subject to interest at
the rate of 1% above Euro LIBOR. The asset subject to a fixed rate of interest is a cash deposit with an interest rate of 3.74% for a period of six months.
The assets subject to floating rates of interest are cash balances based on money market rates at call and a loan to Incheba Praha subject to interest at
the rate of 1% above Euro LIBOR. Swiss Francs
£000
905
Swiss Francs
£000
26
Other
£000
4,489
Other
£000
6,685
Total
£000
24,346
Total
£000
18,510
Total
2002
£000
544
544
Functional currency of Group operation
Sterling
The exposures at 30 September 2002 for comparison purposes were as follows:
Functional currency of Group operation
Sterling
Maturity of financial liabilities
The Group had no financial liabilities at 30 September 2003
In more than one year but not more than two years
Total
Euro
£000
12,106
Euro
£000
1,988
US dollar
£000
6,846
US dollar
£000
9,811
Currency exposures
The table below shows the Group’s currency exposures; i.e. those transactional (or non-structural) exposures that give rise to the net currency gains and
losses recognised in the profit and loss account.  Such exposures comprise the monetary assets and monetary liabilities of the group that are not 
denominated in the functional currency of the operating unit involved.  As at 30 September 2003 these exposures were as follows:
1 7 Derivatives and other financial instruments (continued)
Net foreign currency monetary assets
Net foreign currency monetary assets
ITE Group Plc
Annual Report 2003 60
Fair values
The fair values of the Group’s financial assets and liabilities are equal to book values.
Total
2003
£000
-
- * These options were granted under the ITE Group Employee Share Trust Option Scheme.  All other options are granted under the ITE Discretionary Option
Schemes.
In total, 4,450,000 options were granted during the year and are included in the table above.
Details of options granted to Directors are found in the Report on Remuneration on pages 29 to 34. 
Authorised
375,000,000 ordinary shares of 1 pence each
Allotted, called-up and fully-paid
281,349,267 ordinary shares of 1 pence each (2002: 277,836,618)
2002
£000
3,750
2,778
2003
£000
3,750
2,813
Notes to the accounts (continued)
During the year the company allotted 2,331,883 (2002: 1,688,516) ordinary shares of 1 penny each pursuant to the exercise of share options. 80,433
ordinary shares were issued in respect of Directors remuneration and a total of 1,100,333 ordinary shares were issued to satisfy deferred consideration
relating to the acquisition of subsidiary entities. The total consideration for the shares issued was £739,000.
Options granted under the Company share option plans are as follows:
1 8 Called-up share capital
Number of shares
344,294
5,858,000
1,000,000
4,650,000
1,000,000
505,000 *
1,265,000
250,000
263,160
310,000
71,000
75,000 *
476,000
16,067,454
Subscription price
9.185p
19p
26.5p
34.25p
35.5p
38.75p
47.5p
56.25p
57p
66.5p
70p
70.75p
70.75p
Exercisable from
2-4-1998
10-12-2004
1-10-2007
20-12-2005
26-3-2008
29-5-2001
17-11-2001
9-9-2006
18-12-2003
25-5-2003
23-2-2004
11-1-2003
11-1-2003
Exercisable to
21-8-2007
9-12-2011
30-9-2012
19-12-2012
25-3-2013
28-5-2012
16-11-2008
8-9-2013
17-12-2010
24-5-2010
22-2-2011
10-1-2010
10-1-2010
ITE Group Plc
Annual Report 2003 61 Profit and loss
account
£000
2,340
1,037
3,377
-
3,904
(46)
42
-
-
7,277
Option
reserve
£000
239
-
239
(65)
-
-
(42)
-
-
132
Group
1 October 2002 (as previously reported)
Transfer to merger reserve
1 October 2002 (as restated)
Exercise of options
Retained profit for the year
Gain on foreign currency translation
Adjustment to option reserve for lapsed options
Purchase consideration
Shares issued for remuneration
30 September 2003
Share 
premium account
£000
31,010
(3,515)
27,495
475
-
-
-
-
26
27,996
Merger
reserve
£000
-
2,478
2,478
-
-
-
-
268
-
2,746
The option reserve was established upon the acquisition by
Cementone plc in March 1998 and represents the difference
between the fair value and exercise price of share options issued
at the date of acquisition.
19 Reserves
Total
£000
33,589
-
33,589
410
3,904
(46)
-
268
26
38,151
Profit and loss
account
£000
2,921
1,037
3,958
-
537
42
-
-
4,537
Option
reserve
£000
239
-
239
(65)
-
(42)
-
-
132
Company
1 October 2002 (as previously reported)
Transfer to merger reserve
1 October 2002 (as restated)
Exercise of options
Retained profit for the year
Adjustment to option reserve for lapsed options
Purchase consideration
Shares issued for remuneration
30 September 2003
Share 
premium account
£000
31,010
(3,515)
27,495
475
-
-
-
26
27,996
Merger
reserve
£000
-
2,478
2,478
-
-
-
268
-
2,746
Total
£000
34,170
-
34,170
410
537
-
268
26
35,411
The prior year adjustment relates to the correction required to 
follow the merger relief provisions of the Companies Act 1985 to
account for acquisitions involving the issue of shares at a premium.
A net total of £2,478,000 has been transferred to the merger
reserve which consists of £3,515,000 from the share premium
account to reflect the premium on shares issued for acquisitions
made in prior years and against this £1,037,000 in respect of
goodwill amortisation and impairments previously charged in the
Group consolidated accounts.
The cumulative amount of goodwill written off against the Group’s
reserves is £72,675,000 (2002: £72,675,000).
ITE Group Plc
Annual Report 2003 62 Notes to the accounts (continued)
2003
£000
8,263
(4)
8,259
(4,359)
697
4,597
36,367
40,964
2003
£000
3
(6)
-
-
(3)
2002
£000
(2,603)
137
(2,466)
(6,548)
3,346
(5,668)
42,035
36,367
2002
£000
(1,287)
(152)
992
450
3
Profit/(loss) for the financial year
Other recognised gains and losses relating to the year (net)
Dividends paid on equity shares
New shares issued
Net increase/(reduction) in shareholders' funds
Opening shareholders' funds 
Closing shareholders' funds
1 October 
Loss on ordinary activities after taxation
Acquisition of minority interests in subsidiary undertakings
Disposal of subsidiary undertaking
30 September 
All minority interests relate to equity interests.
2 0 Reconciliation of movement in Group shareholders’ funds
2 1 Minority Interests
ITE Group Plc
Annual Report 2003 63 2003
£000
11,670
454
2,331
-
267
(1,234)
649
302
14,439
2003
£000
760
(68)
-
692
(2,511)
(1,166)
(3,677)
(496)
-
641
145
2002
£000
713
449
1,905
6,220
(69)
(2,776)
3,951
-
10,393
2002
£000
873
(15)
222
1,080
(1,300)
(1,000)
(2,300)
(679)
36
-
(643)
Operating profit
Depreciation charges
Amortisation
Impairment
Profit/(loss) on sale or write down of fixed assets
Increase in debtors
Increase in creditors
Increase in provisions
Net cash inflow from operating activities
Returns on investments and servicing of finance 
Interest received
Interest paid
Dividends received from associates
Net cash inflow
Taxation
UK corporation tax paid
Overseas tax paid
Net cash outflow 
Capital expenditure and financial investment
Purchase of tangible fixed assets and investments
Sale of tangible fixed assets
Loan repayments
Net cash inflow/(outflow) 
2 2 Reconciliation of operating profit to operating cash flows
2 3 Analysis of cash flows
ITE Group Plc
Annual Report 2003 64 Acquisitions and disposals
Purchase of subsidiary undertakings
Deferred consideration
Disposal of subsidiaries
Other investments
Net cash outflow
Management of liquid resources
Cash (placed)/withdrawn on deposit
Cash held on deposit at 30 September 2003 was £5.2 million (2002: £Nil)
Financing
Issue of ordinary share capital
Net cash inflow 
Cash at bank and in hand
Net funds
Cash held on deposit
Cash shown on balance sheet
30 September
2002 
£000
17,693
17,693
-
17,693
2003
£000
(1,301)
(2,294)
-
-
(3,595)
(5,164)
433
433
Cash flow
£000
(753)
(753)
5,164
4,411
2002
£000
(1,035)
(3,633)
(91)
(865)
(5,624)
2,300
155
155
30 September
2003
£000
16,940
16,940
5,164
22,104
Notes to the accounts (continued)
Analysis of net funds 24
2 3 Analysis of cash flows (continued)
ITE Group Plc
Annual Report 2003 65 (Decrease)increase in cash in the year
Movement in net funds in year
Net funds at 1 October
Net funds at 30 September
Expiry date
- within one year
- between two and five years
- after five years
2003
Other
£000
1
19
-
20
2003
£000
(753)
(753)
17,693
16,940
2002
£000
3,738
3,738
13,955
17,693
2003
Land and
buildings
£000
465
173
320
958
On 7 November 2003 an agreement was signed between Incheba Praha, Incheba a.s. and ITE whereby ITE disposed of its interest in Incheba Praha and
Incheba a.s. and any rights in the Coneco exhibition.  The loan between ITE and Incheba Praha was reduced by CZK 23,160,000 in November 2003 with the
remaining balance being repaid in equal tranches in December 2004 and 2005.  A provision has been made for the difference between the consideration
due and the net book value of the assets of £779,000.   Details of related party transactions between ITE and Incheba Praha and Incheba a.s. are 
disclosed in note 28.
Annual commitments under non-cancellable operating leases are as follows:
2 7 Post balance sheet events
2 5 Reconciliation of net cash flow to movement in net funds
2 6 Financial commitments
2002
Land and
buildings
£000
-
-
90
90
ITE Group Plc
Annual Report 2003 66
Company Group
2002 
Other
£000
4
-
-
4
2002 
Land and
buildings
£000
197
522
363
1,082
2003
Land and
buildings
£000
-
-
90
90 Notes to the accounts (continued)
Ceyda Erem has a controlling interest in CNR, a company that owns and
manages the largest exhibition halls in Istanbul and therefore, had a material 
interest in the purchase by the Group of its 50% interest in Istanbul Fuarcilik
A.S. (“ITF”) in December 1999. CNR was the vendor in that transaction and
continues to maintain an ongoing 50% interest in the Associate.
Commissions paid to ITF by the Group during the year amounted to £96,000
(2002: £140,000).  During the year ITF was charged approximately £3.7
million by CNR for rent, hall services such as electricity, security and 
advertising and stand construction (2002: £3.5 million).  At 30 September
2003 ITF owed ITE approximately £3,500 (2002: £21,000).  At 
30 September 2003 CNR owed ITF £1.2 million (2002: £2.4 million) of
which £0.9 million (2002: £2.0 million) has been provided against.
Ceyda Erem has advanced a loan to ITF for which no interest is charged.
The balance at the end of the year was £94,000 (2002: £224,000).
Alexander Rozin has a controlling interest in Incheba a.s. and therefore, 
held a material interest in the purchase by the Group of its 50% interest 
in Incheba Praha in November 1999.  Incheba a.s. was the vendor in that
transaction and continues to hold an ongoing 50% interest in the Associate.
Incheba a.s. and ITE advanced loans of CZK 130,750,000 (approximately
£2.5 million) each to Incheba Praha, on which interest has been charged 
at a variable rate of 1% above Euro LIBOR since 1 January 2002.  At 
30 September 2003 the principal and interest owed to ITE was £2.0 million
(2002: £2.5 million).  During the year the interest receivable by ITE was
£81,000 (2002: £85,000).  During the year there was a reversal of prior
period management fees to ITE of £416,000 and ITE received an invoice
towards flood damage costs of £388,000.  As at 30 September 2003,
Incheba Praha owed ITE £35,000 (2002: £0.9 million) for management 
and licence fees, which has been fully provided for.
Goodwill includes £2.0 million (2002: £2.6 million) in relation to the Coneco
exhibition run by Incheba a.s. to which ITE is entitled to 50% of the profits.
In 2003 no profit share has been recognised by ITE and amortisation of 
£0.6 million has been charged (2002: £442,000 before an amortisation
charge of £149,000).
Alexander Rozin received a salary and car allowance of $120,000 
(approximately £75,000) for being Chairman of Incheba Praha.
At 30 September 2003, Incheba a.s. owed ITE £110,000 (2002:
£210,000) in relation to the Coneco exhibition which has been included in
the provision for the loss on disposal.  The provision also includes a charge
of £0.5 million for a hall rental prepayment for the Coneco exhibition paid
to Incheba a.s. in 2001.  The remainder of the provision represents the 
carrying value of the investment in Incheba Praha of £181,000.
On 30 September 2002 ITE entered into an agreement with Kyzyl Tan
Consultants Limited, of which Edward Strachan is a shareholder,  to acquire
their 50% interest in various trade shows, for consideration of £150,000
and an amount based on the profit for the 2002 events (in 2002 assessed
to be £564,000).  The final consideration was £850,000.
In Kazakhstan, Iteca has transacted with Datacom, Expo Design and Saban
Holding for the provision of web systems, stand construction services and
office rental respectively.  Edward Strachan is a shareholder of all three
companies.  In total the services charged to Iteca were approximately
£150,000.  No amounts were owed to these companies at 
30 September 2003.
Related party transactions 28
ITE Group Plc
Annual Report 2003 67 Notice is hereby given that the Annual General Meeting of the Company will
be held at the offices of Olswang, 90 High Holborn, London WC1V 6XX on
26 February 2004 at 12.00 noon for the following purposes: 
Ordinary Business
1. To receive and adopt the Directors' Report and Accounts and the 
Auditors' report for the year ended 30 September 2003. 
2. To re-appoint Russell Taylor as a Director of the Company.
3. To re-appoint Ian Tomkins as a Director of the Company.
4. To re-appoint Edward Strachan as a Director of the Company.
5. To re-appoint Sir Jeremy Hanley as a Director of the Company.
6. To re-appoint Michael Hartley as a Director of the Company.
7. To declare a final dividend.
8. To re-appoint Deloitte & Touche LLP as auditors of the Company 
and to authorise the Directors to agree their remuneration. 
9. To approve the Report on Remuneration.
Special Business
To consider and, if thought fit, to pass the following resolutions of which
numbers 10, 13 and 14 will be proposed as Ordinary Resolutions and 
numbers 11 and 12 will be proposed as Special Resolutions: 
10. That the Directors be, and they are hereby, generally and 
unconditionally authorised for the purposes of section 80 of the 
Companies Act 1985 (the "Act") to exercise all the powers of the 
Company to allot relevant securities (within the meaning of section
80(2) of the Act) up to an aggregate nominal amount of 
£936,507, provided that this authority shall expire fifteen months 
from the date of this resolution or, if earlier, at the conclusion of 
the Company's next Annual General Meeting and provided that the 
Company may, before such expiry, make an offer or agreement 
which would or might require relevant securities to be allotted 
after such expiry and the Directors may allot relevant securities in 
pursuance of such offer or agreement as if the authority conferred
hereby had not expired and provided further that this authority 
shall be in substitution for and shall replace any existing authority 
pursuant to the said section 80 to the extent not utilised at the 
date this resolution is passed. 
11. That subject to the passing of resolution 10 above, the Directors 
be, and they are hereby, empowered pursuant to section 95 of the
Act to allot equity securities (within the meaning of section 94 of 
the Act) of the Company for cash, either pursuant to the authority
conferred by resolution 10 above or by an allotment of equity 
securities such as is referred to in section 94(3A) of the Act as if 
sub-section 89(1) of the Act did not apply to any such allotment 
provided that this power shall be limited to the allotment:
(a) of equity securities in connection with an offer of such securities 
by way of rights or other pre-emptive offer to holders of ordinary 
shares of 1 pence each in the capital of the Company ("Ordinary 
Shares") in proportion (as nearly as may be practicable) to their 
respective holding of such Ordinary Shares but subject to such 
exclusions or other arrangements as the Directors may deem 
necessary or desirable to deal with fractional entitlements or any 
legal or practical problems arising under or as a result of the laws 
of any territory or the requirements of any regulatory body or any 
stock exchange in any territory or the issue and/or transfer and/or
holding of any securities in uncertificated form; and 
(b) (otherwise than pursuant to paragraph (a) above) up to an 
aggregate nominal amount of £140,675, and this power shall 
expire at the conclusion of the next Annual General Meeting of the 
Company or fifteen months from the date of this resolution, 
whichever is earlier, so that the Company may, before such 
expiry, make an offer or agreement which would or might require 
equity securities to be allotted after such expiry and the Directors 
may allot equity securities in pursuance of such offer or agreement
as if the power conferred hereby had not expired. 
12. That the Company be, and it is hereby, generally and 
unconditionally authorised for the purpose of section 166 of the 
Act to make one or more market purchases (within the meaning of
section 163(3) of the Act) of Ordinary Shares, provided that:
(a) the maximum aggregate number of Ordinary Shares hereby 
authorised to be purchased is 28,134,927;
Notice of Annual General Meeting
ITE Group Plc
Annual Report 2003 68 (b) the minimum price which may be paid for an Ordinary Share is 1 
pence (exclusive of expenses); 
(c) the maximum price (exclusive of expenses) which may be paid for 
an Ordinary Share shall not be more than an amount equal to 105 
per cent of the average of the closing middle market price for an 
Ordinary Share as derived from the Official List of the UK Listing 
Authority for the five business days immediately preceding the 
date on which the Ordinary Share is purchased; 
(d) unless previously varied, revoked or renewed, the authority hereby
conferred shall expire at the conclusion of the next Annual General
Meeting of the Company or fifteen months from the date of this 
resolution, whichever is the earlier; and 
(e) the Company may make a contract or contracts to purchase 
Ordinary Shares under the authority hereby conferred prior to the 
expiry of such authority which would or might be executed wholly 
or partly after the expiry of such authority and may make a 
purchase of Ordinary Shares in pursuance of any such contract or 
contracts. 
13. The ITE Group plc Employees' Performance Share Plan 2004 (the 
"Employee Plan") which is summarised in the Additional 
information attached to this notice and is now produced to the 
Meeting be and is hereby approved and adopted and that the 
Directors be and are hereby authorised to take all steps which 
they consider necessary or expedient to establish and carry the 
Employee Plan into effect. 
14. The ITE Group plc Key Contractors' Performance Share Plan 2004 
(the "Key Contractor Plan") which is summarised in the Additional 
information attached to this notice and is now produced to the 
Meeting be and is hereby approved and adopted and that the 
Directors be and are hereby authorised to take all steps which 
they consider necessary or expedient to establish and carry the 
Key Contractor Plan into effect. 
By order of the Board 
Russell Taylor 
Company Secretary 
8 December 2003
Registered Office: 
105 Salusbury Road, London NW6 6RG
Notes
1. A member entitled to attend and vote at the meeting is entitled 
to appoint a proxy or proxies to attend and, on a poll, vote 
instead of them.  A proxy need not be a member of the Group.
2. A form of proxy is provided with this notice and instructions for 
use are shown on the form.  To be effective, the form duly 
executed (and any authority under which it is executed or a 
notarilly certified copy and such authority must be deposited at 
the offices of the Company's registrar, Capita IRG plc (proxies), 
The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU 
not less than 48 hours before the time appointed for holding the 
meeting. Completion and deposit of the form of proxy shall not 
preclude a member from attending and voting in person at the 
meeting or any adjournment of the meeting.
Notice of Annual General Meeting (continued)
ITE Group Plc
Annual Report 2003 69 3. The Company specifies pursuant to Regulation 41 of the 
Uncertificated Securities Regulations 2001 that only those 
members registered in the register of members of the Company as
at 6.00 p.m. on 24 February 2004 or, in the event that this 
meeting is adjourned, in the register of members 48 hours before 
the time of any adjournment meeting, shall be entitled to attend 
or vote at the meeting in respect of the number of shares 
registered in their respective names at that time.  Changes to 
entries on the register after 6.00 p.m. on 24 February 2004 or, in 
the event that this meeting is adjourned, in the register of 
members 48 hours before the time of the adjourned meeting, will 
be disregarded in determining the rights of any person to attend 
or vote at the meeting.
4. Copies of the Employee Plan and the Key Contractor Plan will be 
available at the offices of the Company's solicitors, Olswang, 
whose address is 90 High Holborn, London WC1V 6XX from the 
date of this document until the close of the Annual General 
Meeting and will be available at the Annual General Meeting for 15 
minutes prior to and during the Annual General Meeting.
Additional information relating to the resolutions 13 and 14 above
The ITE Group plc Employees' Performance Share Plan 2004 (the 
"Employee Plan") and The ITE Group plc Key Contractors' 
Performance Share Plan 2004 (the "Key Contractor Plan") 
(together the "Plans"). 
Introduction: The principal terms of the proposed Employee Plan are set out
below. The principal terms of the Key Contractor Plan are broadly similar.
However, under the Key Contractor Plan only those who provide services to
a member of the Group (meaning the Company and any of its subsidiaries) 
under a contract for services are eligible to participate and references to
cessation of employment within the Group are replaced with references to
ceasing to provide services to a member of the Group.  The Employee Plan
limits set out below also apply to awards made under the Key Contractor
Plan.  
The Employee Plan may operate in conjunction with the ITE Group 
Employees' Share Trust (the "Trust"). The Trust may be funded by 
the Company to allow it to purchase or subscribe for Ordinary Shares in the
Company to satisfy awards made under the Employee Plan. The Employee
Plan limits referred to below will also apply in respect of all Ordinary Shares
in the Company ("Ordinary Shares") issued to the Trust to satisfy awards
under the Employee Plan. 
Awards under the Employee Plan will take the form of either a contingent
right to receive Ordinary Shares in the future free of charge (a "Contingent
Award") or an option with an option price set at the nominal value of 1p per
Ordinary Share.  Awards under the Key Contractor Plan will only take the
form of an option.  
The Plans will be administered by the Remuneration Committee (the
"Committee").
Key features of the Employee Plan
Eligibility: Any employee or full-time director of the Company or of any
other member of the Group will be eligible to participate. Awards may be
granted up to six months from reaching normal retirement age. 
Making of awards: Awards may usually only be made under the Employee
Plan, at the discretion of the Committee, within 42 days of the 
announcement of the Company's final or interim results.  However, where
the Committee considers there are exceptional circumstances awards may
ITE Group Plc
Annual Report 2003 70 be made at other times. The Plan will have a ten year life, although the
Committee will review it after no more than five years.
Vesting of awards: Awards vest after a three year period provided 
performance conditions have been achieved. Unvested awards will normally
lapse if a participant ceases to be employed within the Group. However, in
certain "good leaver" situations (such as illness, disability, redundancy etc),
or in other exceptional circumstances, awards may vest early subject to the
extent to which the Committee determines that the performance conditions
are achieved at the date of cessation. 
On retirement awards will either remain unaffected or, if the Committee
determines, may vest early subject to the extent to which the Committee
determines that the performance conditions have been achieved at the date
of retirement, with account also taken of the time elapsed since grant. 
In the event of a change of control of the Company, awards may vest early
subject to the extent to which the Committee determines that the 
performance conditions have been achieved at the date of the change of
control, with account also taken of the time elapsed since grant.
Participants will either be required to pay the 1p nominal value to acquire
the Ordinary Shares on exercise, or will acquire the Ordinary Shares on 
vesting for no cost. The Employee Plan will also allow awards, if the
Committee so determines, to be satisfied by a "cash alternative" payment,
although it is not currently envisaged that this feature will be used.
Performance conditions: For all awards made in the current financial year,
the performance condition will be based on the Company's aggregate fully
diluted headline EPS (excluding the costs associated with awards made
under the Employee Plan and any other share awards) over the three year
period following grant as follows:
Straight line vesting occurs between aggregate EPS of 12p and 13.5p.
There will be no re-testing of the performance conditions if the targets are
not achieved at the end of the relevant three year period. Therefore, if the
performance condition is not met at the end of this period the award will
lapse. These performance conditions have been chosen by the Committee
to take account of the Company’s biennial business cycle and to incentivise
management to deliver sustained EPS performance over the relevant three
year period in excess of expectations. The Committee will, for the purposes
of third party verification, confirm the extent to which these targets are
met with external advisers.
For future awards, the Committee will ensure that a similar approach is
taken to setting targets and the Committee will consult with the Company's
major shareholders in this respect.  However, the Committee intends to
obtain formal shareholders' approval before any materially different 
performance conditions are applied to future awards.
Individual limits: Awards over shares worth no more than 1 x base salary
may be made each year. 
Share retention: The Company intends to introduce an internal share 
ownership policy that will apply to Executive Directors.  This will require
Executive Directors to retain shares of a value equal to 25% of the after-
tax gain made on the vesting or exercise of awards under the Employee
Plan, until they have built up a shareholding equal to 1 x base salary.
Employee Plan Limits: It is intended that either market purchased or new
issue shares will be used to source Ordinary Shares for awards. To the
extent that new issue shares are used, these will count towards the 
aggregate limit that provides that no more than 10% of the Company's
issued share capital should be subject to awards made under the Plans or
awards or options made under any other share incentive scheme adopted by
the Company in any ten year period.  In addition, also to the extent that 
ITE Group Plc
Annual Report 2003 71
Notice of Annual General Meeting (continued)
Percentage of award that vests
30%
Between 30% and 100%
Aggregate EPS for the financial years
ending 30 September 2004, 2005 and
2006
12p
12p - 13.5p new issue shares are used, no more than 5% of the Company's issued share
capital can be subject to awards made under the Plans or awards or options
made under any other share incentive scheme adopted by the Company in
the ten year period following adoption of the Plans, subject always to
adherence to the 10% in ten year limit.
Rights attaching to Ordinary Shares: Ordinary Shares issued or transferred
to participants on the vesting or exercise of an award will rank equally with
the Ordinary Shares then in issue save for rights attaching to Ordinary
Shares by reference to a record date preceding the date of vesting or 
exercise. The Company will apply to the UK Listing Authority for admission
to the Official List of any new Ordinary Shares issued.
Adjustment of awards: In the event of a variation in the Company's share
capital, such as a rights or capitalisation issue or reduction of capital, the
Committee may make an appropriate adjustment to the number of shares
over which an award has been made.
Amendments to the Employee Plan: The Committee may at any time amend
the Employee Plan in any respect providing that any amendment to the
rules dealing with who is eligible to participate, individual or Employee Plan
limits or the rule dealing with the adjustment of options following a variation
of share capital cannot be altered to the advantage of participants unless
approved by the Company in general meeting (except for minor 
amendments to benefit the administration of the Employee Plan or to take
account of changes in legislation or to obtain or maintain favourable 
taxation, exchange control or regulatory treatment for the Company, the
Group or for a participant).
PAYE/NIC elections: The Employee Plan provides an indemnity to the
Company from the award holder in respect of any income tax and 
employee's national insurance liabilities. It also allows the Company to sell
shares on the award holder's behalf to meet these liabilities.
If the award takes the form of an option the award holder may, in the
Committee's discretion, and as a condition of exercise of an award, be
required to indemnify the Company in respect of any employers' national
insurance liability (or overseas equivalent) on exercise or alternatively, to
enter into an election with the Company to pass this liability from the
Company to the award holder.
Overseas Employee Plan: The Employee Plan provides that additional 
sections of the rules may be adopted for participants outside of the UK.
Awards granted under such additional sections may be granted subject to
different terms and conditions in order to take account of local laws.
However, additional sections must conform to the basic principles of the
Employee Plan and must not increase the limits set out in the Employee
Plan.
Pension: Awards under the Plans are not pensionable.
ITE Group Plc
Annual Report 2003 72 Final dividend 2003
Ex date 28 January 2004
Record date 30 January 2004 
Annual General Meeting 26 February 2004
Payment date 4 March 2004
Interim dividend 2004
Record date June 2004
Payment date July 2004
Financial calendar
ITE Group Plc
Annual Report 2003 73 International Headquarters
105 Salusbury Road
London NW6 6RG
Tel: +44(0)20 7596 5000
Fax: +44(0)20 7596 5111
Web: www.ite-exhibitions.com
Email: enquiry@ite-exhibitions.com