ANNUAL REPOR T 2003 Contents
INTELEK builds on its specialist design and manufacturing
skills to take advantage of niche opportunities in the global
communications and aerospace markets.
Group Highlights 1
Directors and Advisers 2
Chairman’s Statement 3
Chief Executive’s Review 4
Financial Review 10
Remuneration Report 11
Corporate Governance 15
Directors’ Report 16
Statement of Directors’ Responsibilities 18
Independent Auditors’ Report 19
Group Profit and Loss Account 20
Balance Sheets 21
Group Cash Flow Statement 22
Notes to the Group Cash Flow Statement 23
Notes to the Financial Statements 24
Five Year Summary 42
Notice of Meeting 43
Group Company Addresses 45 1
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Group Highlights
•
Sales up £0.9 million to £41.6 million
•
Headline profit £1.7 million (2002: £2.4 million),
despite weak market conditions, and after
extra £0.3 million pension charge
•
Headline EPS 1.41p (2002: 2.37p)
•
Dividend policy of 4:1 cover continues, 
with full year 0.34p
•
Net cash inflow £1.8m, before exceptional
items and pension top-up payment
Net Debt (£m)
1999 2000 2001 2002 2003
1999 2000 2001 2002 2003
1999 2000 2001 2002 2003
1999 2000 2001 2002 2003
Turnover (£m)
Operating Profit (£m)
(pre-Goodwill amortisation)
Headline EPS (p)
Continuing
50  –
40  –
30  –
20  –
10  –
0  –
Continuing
4 –
3 –
2 –
1 –
0 –
(1) –
5  –
4  –
3  –
2  –
1  –
0  –
(1)  –
(2)  –
Base Earn-out & expenses
10 –
8 –
6 –
4 –
2 –
0 –
Discontinued VSAT
Extra pension charge Discontinued
Pension top-up 2
JOB 4484 — PROOF PFP — 02.07.2003
Directors and Advisers
Roger B Fletcher
Non-Executive Chairman. Age 54.
A member of the Remuneration Committee and Chairman of the Audit
Committee. Appointed to the Board in February 1999. Formerly Chief
Executive of Menvier-Swain Group plc.
Ian D Brodie 
Chief Executive. Age 51.
Appointed to the Board on joining the Group as Finance Director in 1992.
Previously Finance Director of GEC Plessey Semiconductors, having
qualified as a Chartered Accountant with Binder Hamlyn.
Kevin N Edwards
Finance Director/Company Secretary. Age 46.
Appointed to the Board in May 2000. Previously Finance Director of
Textron Fastening Systems Limited, a subsidiary of Textron Inc., having
qualified as a Chartered Accountant with Ernst & Young.
Donald Wilson
Senior Independent Non-Executive Director. Age 70.
Chairman of the Remuneration and Nomination Committees and a member of
the Audit Committee. Appointed to the Board in 1995. Formerly Managing
Director of Rank Xerox (UK) Limited.
Nigel L Mills
Executive Director. Age 42.
Founder and Managing Director of Paradise Datacom Limited. BSc Electrical
Engineering, Chartered Engineer, Fellow of the Institute of Electrical Engineers.
Appointed to the Board in March 2001.
James P Dixon
Executive Director. Age 54.
President and co-founder of Paradise Datacom LLC. Formerly Vice-President
and co-founder of Maxtech Inc., now Vertex RSI, and Director of RF Products
for Locus Inc. Appointed to the Board in October 2002.
Auditors 
RSM Robson Rhodes LLP
Chartered Accountants
Centre City Tower, 7 Hill Street, 
Birmingham, B5 4UU
Solicitors
DLA
Victoria Square House, 
Victoria Square, Birmingham, B2 4DL
Bankers
Barclays Bank PLC 
10-14 High Street, Swindon, SN1 3ED
Fortis Bank
The Imperium, Imperial Way, 
Worton Grange, Reading, RG2 0TD
Sovereign Bank
2790 West College Avenue, 
Suite 800, State College,
PA 16801, USA
Stockbrokers
Arbuthnot Securities, 
Temple Court, 
35 Bull Street, 
Birmingham, B4 6ES
Registrars and Transfer Office 
Northern Registrars Limited
Northern House, Woodsome Park, 
Fenay Bridge, Huddersfield, HD8 0LA
Pictured from Left: 
Kevin Edwards, James Dixon,
Nigel Mills, Roger Fletcher,  
Donald Wilson, Ian Brodie 3
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Chairman’s Statement
Dividend
Although the Board remains confident of the potential of the
Group we believe it prudent that the final dividend for this year be
tempered by these trading results and the increasing cash
commitment to reduce the Pension Fund deficit. Your Board of
Directors is therefore recommending a reduced final dividend of
0.10p (2002: 0.66p) per Ordinary share. This will make a total
dividend for the year of 0.34p (2002: 0.90p) which is covered 4
times by headline earnings per share. If approved, this final
dividend will be paid on 1 October 2003 to shareholders on the
register at close of business on 5 September 2003.
Employees
The skills and dedication of our employees are key to the ongoing
success of the Group, and I would once again like to record my
thanks to them for their contributions during the year.
Prospects
We continue to face challenging market conditions but will take
whatever actions are necessary to build on the success of the
recent contract wins. Headline pre-tax profit in the first two
months of the current year is in line with the same period last year
on sales marginally down but with order input over 10% ahead.
We expect the outcome for the year as a whole to be satisfactory.
Roger B Fletcher
Chairman
9 June 2003
The year to 31 March 2003 proved to be challenging for your
Group. Whilst we gained market share in two of the main markets
in which we operate, mobile telecommunications infrastructure
and aerospace, our sales and profits from these sectors declined
as a result of overall market reduction. The success of our
strategy of moving further into the satellite communications
sector has been demonstrated by the substantial growth in sales
and profits from Paradise Datacom. However, this was insufficient
to make up for the profit shortfall in the mobile
telecommunications infrastructure and aerospace sectors. 
Management throughout the Group has been pro-active in seeking
improvements in performance across our businesses. Actions
taken during the year include the closure of a non-profitable
division, continued cost control measures, increased investment in
research and development and the strengthening of our sales
capability. Group sales overall increased to £41.6 million (2002:
£40.7 million) and operating profit on continuing operations before
amortisation of goodwill reduced by 12% to £2.9 million (2002:
£3.3 million). Headline earnings per share, however, declined by
41% to 1.41p (2002: 2.37p) mainly as a result of losses on
discontinued operations, a higher effective rate of tax and an
increase in the weighted average number of shares in issue.
Net debt at the year end stood at £9.3 million, an increase of £1.2
million from last year’s figure of £8.1 million. This increase was
accounted for in the main by the cash and loan note elements of
the final deferred consideration payment of £1.2 million settled in
October 2002 in respect of the Paradise Datacom acquisition,
and the additional payment of £1 million towards the Pension
Fund deficit.
Right: 
Paradise Datacom’s range of
equipment shown here in a
‘flyaway’ configuration typically
used for war zone news reports
Roger Fletcher 4
JOB 4484 — PROOF PFP — 02.07.2003
Chief Executive’s Review
Intelek’s chosen strategy is to take advantage of niche opportunities in the global communications and aerospace markets.
Over the past two years these two markets have both suffered substantially from the results of a global downturn the
adverse effects of which have been felt by all companies, including our own customers, operating in these markets. 
During January 2003, further evidence of the fragility of the mobile telecommunications infrastructure market was
experienced by Labtech, whose major customers significantly reduced their expectations for the fourth quarter of our
financial year. In addition, Paradise Datacom in the USA and Pascall continued to experience delays in securing a number
of high value contracts. The combination of both of these events resulted in the issue of a Trading Statement on 7 February
2003. Since then, Paradise Datacom and Pascall have signed up certain of these delayed contracts which will largely
benefit the year to 31 March 2004. 
Nevertheless, I am pleased to be able to report that a portion of this late surge in order activity was reflected in the March
figures with the result that the Group’s headline profit before tax (i.e. before goodwill amortisation and exceptional items) of
£1.72 million (2002: £2.43 million) for the year ended 31 March 2003 exceeded current market forecasts.
Paradise Datacom and CML increased their market shares and improved their performance in the second half of the
financial year. All companies were profitable at the year end as they had already taken the necessary steps at an early stage
to ensure that this was the case. Despite the reduction in profit for the year, there were still a number of key events in the
past twelve months which should prove significant to the Group’s future performance:
•
The successful transfer during our first quarter of the VSAT product line acquired from Sierra Satcom in February 2002
laid the foundation for strong growth in Paradise Datacom’s US output in the final quarter, culminating with deliveries in
excess of $2.3 million (£1.4 million) in March 2003. The successful integration of this product line resulted in the $5
million (£3 million) contract extension with a leading supplier of satellite communications systems, announced to the
market on 18 February 2003. 
•
The launch of the enhanced range of Paradise Datacom satellite modems enabled the UK company to achieve record
levels of order intake in December 2002. This record was then exceeded by 50% in February 2003. This latter level of
order intake was received in time to help the UK company achieve its highest level of monthly output in March 2003
when sales exceeded £1 million for the first time in the history of the company.
•
The contract placement with Pascall Electronics for power supplies for the next generation of in-flight entertainment
systems, worth approximately $3.7 million (£2.3 million) over the next eighteen months and announced to the market
on 24 February 2003, will provide a good level of base business for Pascall’s successful Power Supply Group.
•
Through attention to customer service and cost control, CML has continued to win significant new business and gain
market share in the commercial aircraft and military helicopter markets. The latest examples of this were contract wins
in May from Airbus UK and a large US aircraft manufacturer, totalling in excess of £3.5 million of deliveries over the
next 3 years. The Airbus contract is for the supply of gear ribs for the wings for single aisle aircraft and side stays for
the wings for the long-range aircraft.
•
Labtech’s highly respected technology and flexible product offering has continued to result in the broadening of the
company’s customer base, despite the sudden and sharp final quarter downturn in activity for their mobile
telecommunications infrastructure customers.
Ian Brodie 5
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Paradise Datacom designs and manufactures
satellite modems, transceivers, block up-converters
(BUCs), solid state power amplifiers (SSPAs), low
noise amplifiers (LNAs) and associated equipment for
the terrestrial segment of the satellite
communications market.
In addition to the individual products, the increase in
breadth of the product line now offers customers the
possibility of purchasing total electronic package
solutions for many of their needs. This ability to offer
the full range of related products, manufactured by a
single company, is uncommon in our industry.
Paradise Datacom is also one
of a very few commercial
satellite earth station
equipment manufacturers with
manufacturing and support
facilities in both Europe and
North America. This ability to
manufacture and offer support
in two continents differentiates
the company as a supplier of
satellite communications
equipment.
The year to 31 March 2003 was both challenging and
eventful for Paradise Datacom on both sides of the
Atlantic. During the year, the US operation transferred
and integrated the VSAT product line, acquired from
Sierra Satcom at the end of the previous year, to its
Boalsburg Pennsylvania facility. This required some
extraordinary effort but now the benefits are evident with
significant monthly turnover from the acquired product
line, now under the Paradise Datacom brand name.
With product development expenditure running at 9.8%
of sales, development programmes have continued
apace at both Paradise locations, resulting in a number
of new product introductions to broaden our offering
during the year. The new Internet Modems have been
well received by the customer base and allow
exceptional performance of Internet traffic over satellite
links. A variety of new SSPA products have also been
completed, including smaller rack mountable units and
these, together with new outdoor amplifiers, are keeping
the company at the leading edge of SSPA technology.
Finally, new block up-converter products have been
added to the acquired VSAT product line. Engineering
and management effort is also being channelled towards
reducing costs across all product groups.
Despite the continued volatility in the
telecommunications arena and a general poor economic
climate, Paradise Datacom has returned a record year for
order acquisition and sales, with operating profit
increasing by 48% to £2.6 million.
The company has significantly broadened its product
range, which in turn has opened up new markets, and
has continued to expand its sales and distribution
channels. A number of major contracts have been won
by Paradise Datacom in the latter half of 2002/03
indicating that prospects for the coming year continue to
be encouraging, despite market conditions badly
affecting some of the other companies in our industry. 
Paradise Datacom Sales £16.0m (2002: £11.2m)
Operating Profit £2.6m (2002: £1.7m)
Nigel Mills
Managing Director
Paradise Datacom UK
James P Dixon
President 
Paradise Datacom USA
A Paradise Datacom technician initiating the
automatic test sequence for 40 modems
Left: 
Rack demonstrating some
of the Paradise Datacom
range of modems,
transceivers and amplifiers 6
JOB 4484 — PROOF PFP — 02.07.2003
Labtech are world leaders in advanced microwave
circuit processing technology and MMIC
(Monolithic Microwave Integrated Circuit)
packaging and multi-chip interconnect. Microwave
circuit boards incorporating precision machining
are manufactured in prototype and high volumes for
major telecommunications, military, automotive and
space system customers worldwide. These circuits
are deployed in wireless telecommunications
networks, broadband data access systems,
microwave automotive control systems, radar and
satellite applications.
Labtech’s technology is based on processing high
performance PTFE microwave substrates with
plated through holes. Circuits can be bonded
together in a multilayer construction and include
machined metal backing for high frequency
applications such as broadband digital radio links
and microwave power amplifiers.
Labtech’s “Chip & Wire” assembly clean room
provides fully assembled and packaged MMIC
circuits which enable very high levels of integration
to be achieved while utilising Labtech’s cost-
effective manufacturing techniques.
The combination of precision circuit machining,
advanced automatic chemical processing and
MMIC packaging and assembly gives Labtech a
total capability which is unequalled in the Global
microwave printed circuit board market.
The year to March 2003 has seen Labtech’s sales grow
by 2% despite another challenging and turbulent year
for the telecommunications equipment market. Trading
levels for the first six months of the year were ahead of
budget, but the last quarter saw a dramatic downturn
in orders from its established customers in the wireless
telecommunications infrastructure sector who have
again been suffering from cutbacks in their own
customer investment programmes. In view of these
difficult trading conditions, it was necessary for
Labtech to reduce its cost base accordingly with a
reduction of 20% in the employee base in the last
quarter. Despite a very difficult final three months,
Labtech was profitable for the year but at a reduced
level from the previous year.
Significant orders were received towards the end of the
financial year for advanced microwave circuits for use
in the European military and space satellite markets.
This work extends through 2003 and partly reduces
Labtech’s exposure to the presently fickle
telecommunications market.
Labtech has acknowledged the ongoing volatility of its
main markets by becoming a leaner and more flexible
business which can respond to very short lead-time
requirements. The emphasis now is to address the
higher value product end of these markets which will
probably result in lower total sales in the coming year
but profitability should improve.
Labtech Sales £10.4m (2002: £10.2m)
Operating Profit £0.4m (2002: £0.8m)
“Chip & Wire” assembly in process Fully automated chemical processing plant 
at Labtech’s facility in Presteigne, Wales
Brian Mazonas
Managing Director 7
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Pascall Electronics’ radio frequency, microwave and
power conversion skills are applied to the design and
manufacture of a broad range of specialised
components and sub-systems for the
communications, avionics and defence markets.
Applications include electronic intelligence, counter
measures, radar, in-flight entertainment systems,
instrumentation and navigational aids.
In the in-flight entertainment sector Pascall is one of
only two companies supplying significant volumes of
custom power supplies specifically designed to serve
the needs of today’s technically advanced passenger
entertainment and information systems. Pascall also
provides advanced power supplies for bespoke
telecommunications and defence applications.
Pascall is a leading supplier of IF Signal Processing
components and bespoke RF and Microwave sub-
systems for defence, commercial and
telecommunications applications. Recent
investments in advanced technology and
manufacturing techniques have expanded the
product portfolio further to embrace higher
frequencies.
Pascall has been able to remain profitable in the most
demanding of market conditions. Its major market, the
US, has been depressed; the world’s airlines, with few
exceptions, have been experiencing financial problems
such that investment in their ‘in-flight entertainment
systems’ has been pared back; terrorism and war have,
in the short term, directed military funds from
development to operational programmes.
Due to a change in the dynamics of the satellite sector
towards smaller earth stations and a cutback in capital
expenditure programmes by major telecommunications
companies, the Board decided to close Pascall’s satellite
monitoring division. This was completed in January
2003. Pascall’s operating profit of £0.2 million for the
year was after absorbing £0.4 million of operating losses
in this division.
Pascall continues to enjoy preferred supplier status with
most of its key customers who expect and receive
innovative solutions to their requirements. Indeed,
Pascall has recently received a coveted award from its
largest customer, Rockwell Collins of the USA, as a top
supplier. Pascall is a flexible business that has
demonstrated its ability to remain profitable under some
extreme conditions. Despite the uncertain world in which
we operate, the outlook for the current financial year
gives some grounds for quiet optimism. 
Pascall Electronics Sales £7.1m (2002: £9.2m)
Operating Profit £0.2m (2002: £1.0m)
Pascall’s “top supplier” award 
from Rockwell Collins
The automated PCB assembly facility 
at Pascall’s premises in Ryde, Isle of Wight
Alan Wainwright
Managing Director 8
JOB 4484 — PROOF PFP — 02.07.2003
CML Group provides a total aerostructures solution,
from the supply of individual machined or composite
components through to complete sub-assemblies
and kits of parts. 
The company has its roots in precision machining for
the aerospace industry and operates from facilities
with a manufacturing area of 120,000 square feet. The
comprehensive range of capabilities includes
precision machining, composite and sheet detail
manufacture and surface treatments of ferrous and
non-ferrous materials. Specialist 5-axis machining of
complex components from both hard and soft
aerospace materials enables CML to supply major
structural assemblies. Kits and completed
assemblies are supplied in a finished state to
customers after passing through CML’s
comprehensive in-house treatments facility.
CML enjoys preferred supplier status to several
OEM’s and has an active continuous improvement
programme which is focused on maintaining and
improving all aspects of quality, cost and delivery.
The company has obtained the relevant aerospace
approvals, including those from CAA, Airbus, BAE
Systems, Agusta Westland and Raytheon.
The year to March 2003 has seen a 21% reduction in
CML’s turnover due to the continuing downturn in the
aerospace industry. As a result of restructuring carried
out last year to realign staffing levels and overheads with
projected sales, CML completed the year in profit and
cash positive. 
The strategy for the coming year is to continue to
consolidate CML, to strengthen its position in the
marketplace as a strategic supplier of precision
components and to build on the increase in sales last
year for spares and repairs for Composite and Sheet
Detail components. 
Towards the end of the year, CML made a significant
investment in two new high-speed 5-axis machining
centres funded by operating leases. The introduction of
this state-of-the-art machining technology will improve
production efficiency, whilst increasing capability and
capacity to fulfil new contracts gained this year from
Airbus UK. These new three-year programmes are
expected to be in volume manufacture by the end of July
2003, at which time Airbus UK will be CML’s largest
customer.
The ongoing commitment to Investors in People and the
Continuous Improvement Programme is expected to
further improve productivity and increase the overall
competitiveness of CML. Nevertheless, in spite of
winning new aircraft and helicopter programmes, CML is
very much tied to the overall health of the global
aerospace market, which itself is subject to the
curtailment of terrorism and control of the SARS virus.
Despite these current setbacks, the long-term growth
projection for the sector is 5% per annum and our
largest customer, Airbus, is well positioned to be a major
beneficiary from this uplift.
CML Group Limited Sales £8.1m (2002: £10.2m)
Operating Profit £0.1m (2002: £0.2m)
Airbus A340 side stay in manufacture
on new 5-axis machining centre
Wing rib for Airbus A340 Geoff Stewart
Managing Director 9
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
New products/technologies (examples)
Outlook
Our satellite communications companies have benefited from the strategy of developing a more complete product portfolio through
internal development and acquisition. This, combined with the extension of our sales coverage into parts of the world which have
not historically been addressed, together with new business in the government and military sector should help us to offset the
current weakness in the global economy. There seems to be no immediate signs of any improvement in the mobile telephones
infrastructure market and the bottoming out of the aerospace market could prove to be very fragile in the light of the effect of SARS
on air traffic in the Far East. 
As a Group we are not planning for any assistance from the resumption of growth in our major markets. I am, however, pleased
with the ability of our companies to increase market share in these difficult times and expect to see continued good performance
from Paradise Datacom and a recovery at CML. Pascall and Labtech are expected to remain stable but are well positioned for the
elusive recovery in the aerospace and telecommunications markets in 2004 and beyond.
Like many other defined benefit pension schemes, the Group’s FRS17 pension deficit has widened over the past twelve months
and stood at £9.7 million net of tax at 31 March 2003 (2002: £5.6 million). As reported at the Interims, action has been taken to help
resolve this situation with the transfer of employees in the defined benefit section to the defined contribution section of the scheme
on 1 October 2002, after due consultation with staff. In addition, supplementary cash contributions of £1 million were made during
the year. The Board is working with advisers to manage future cash contributions to the Scheme to levels consistent with the
requirements of the Scheme and the long-term interests of your Group.
On balance, I am encouraged by the recent contract wins at the end of last year and at the beginning of this financial year.
Ian D Brodie
Chief Executive
9 June 2003
CML’s new side stay contract for the Airbus A340 —
deliveries commence June ’03
MMIC “drop-in” package technology at Labtech
New Ku and C band block upconverters from
Paradise Datacom
Pascall’s new in-flight power supply for audio and
video on demand — deliveries commence May ’03 10
JOB 4484 — PROOF PFP — 02.07.2003
Financial Review
This year’s results include the first full year benefit of the VSAT
division of Sierra Satcom, acquired in February 2002 for £3.5
million. The division produced turnover of £4.7 million. Including
the VSAT division, Group turnover increased by £0.9 million
(2.2%) to £41.6 million.
Operating profit on continuing operations before goodwill
amortisation reduced by £0.4 million to £2.9 million, after £0.3
million increase in pension costs. Margins came under pressure,
with customers seeking price reductions and with the US dollar
falling 10% against the pound. The latter alone reduced profit
year on year by £0.3 million. In response, action was taken during
the year to reduce costs and the Satellite Monitoring division of
Pascall was closed. The division achieved sales this year until the
decision for closure of £0.2 million and an operating loss of £(0.4)
million. Losses relating to the closure including redundancy costs
and inventory provisions have been included as part of
exceptional items.
Headcount reduced at all companies other than Paradise
Datacom, which saw a net increase of 29 to cater for the transfer
of the VSAT division and increased research and development.
Notwithstanding the difficult market conditions, we continued to
invest in research and development, with expenditure of £2.1
million in the year (2002: £1.9 million), representing 5% of
turnover.
Interest costs increased by 4%, reflecting the increase in debt
financing for acquisitions and pension payments. 
Excluding prior year tax adjustments and the element of goodwill
amortisation that is not deductible for tax purposes, the effective
tax rate for the year amounted to 28% (2002: 26%). On headline
profit, the effective tax rate is higher, at 34%, up on last year’s
26% due mainly to prior year adjustments.
Headline earnings per share are 41% down on last year at 1.41p,
on a 5% increase in weighted average share capital. The
proposed final dividend is 0.10p. This brings the total dividend to
0.34p (2002: 0.90p).
In October 2002, the deferred consideration for Paradise
Datacom was finalised at £2.3 million. The previous assumption
was that this would be settled in full through the issue of ordinary
shares. On final settlement, it was agreed to be paid
approximately half in shares and half in borrowings. The shares
were issued at 14.85p. The majority of the debt (£1.0 million) is in
the form of 5% loan notes, to be paid between October 2003 and
April 2005. £0.5 million of the loan notes are secured by bank
guarantee. No deferred consideration is payable on the VSAT
acquisition. 
Net debt increased by £1.1 million to £9.3 million, after £1.7
million in settlement of the deferred consideration and acquisition
expenses, a £1.0 million injection into the Group’s pension
scheme and £0.2 million in costs associated with terminated
businesses. The underlying net cash generation of £1.8 million
reflects continued control over working capital, with inventory in
particular reducing by 15% (£1.0 million).
During the year, the £5.9 million loan note with Nigel Mills was
repaid and the Group’s debt facilities were renegotiated with our
principal bankers, Barclays, to achieve a firmer medium-term
structure. At the year-end, the Group has a term loan of £5.6
million to be repaid over four years, and a mixture of overdraft
and revolving facilities amounting to £5.5 million.
The Group operates a pension scheme for its employees
comprising a defined benefit section and a defined contribution
section. The pensions deficit of the defined benefit section, as
measured under FRS17 at the end of the year, widened, net of
tax, to £9.7 million (2002: £5.6 million). The major reasons for the
increase are the erosion in the value of equity investments and
changes to the estimates for discount rates and expected
lifespans of the Scheme’s membership.
As previously reported, the Group is working to a Schedule of
Contributions agreed with the Scheme’s Trustee. Accordingly, a
payment of £1.0 million was made during the year, and further
payments of £1.3 million a year are to be made for each of the
next nine years, subject to further review by the Scheme’s actuary
in accordance with the Minimum Funding Regulations. On 
1 October 2002, all employees in the defined benefit section
transferred to the defined contribution section. The Scheme is
reported in the financial statements under SSAP 24, with
disclosures under FRS 17 included in the Notes. Under SSAP 24,
the deficit computed at the last full valuation, March 2002, is
amortised over the average projected service lives of active
members. Together with the higher levels of regular contributions
required, this increased the cost of pensions in the year by £0.3
million to £0.8 million. 
In view of the current level of net debt and anticipated pension
obligations, your Group is considering the sale and leaseback of
certain freehold Group properties, whilst seeking further
opportunities to reduce working capital and to increase cash flow
from operations.
Kevin Edwards
Finance Director
9 June 2003
Kevin Edwards 11
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Remuneration Report
The Directors present the Remuneration Report for the financial year ended 31 March 2003.
This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002, which introduced new
requirements in respect of financial periods ending on or after 31 December 2002. The report also meets the relevant requirements of the
Listing Rules of the Financial Services Authority.
As required by the Directors’ Remuneration Report Regulations 2002, a resolution to approve this Directors’ Remuneration Report will be
proposed at the Company’s Annual General Meeting.
The auditors are required to report to the shareholders on the “auditable part” of the Directors’ Remuneration Report and to state whether in
their opinion the “auditable part” of the Directors’ Remuneration Report has been properly prepared in accordance with the Companies Act
1985. This Report therefore has separate sections containing unaudited and audited information.
UNAUDITED INFORMATION
Remuneration Committee
The Remuneration Committee is responsible for determining the remuneration and other terms of employment of the Executive Directors. The
Committee is composed solely of Non-Executive Directors. In determining remuneration for the year, the Committee has given full consideration to
the requirements of the Combined Code. 
The Remuneration Committee consists wholly of independent non-executive directors. The following independent non-executive directors
served as members of the Remuneration Committee throughout the year and in the period to 9 June 2003:
Donald Wilson (Chairman of the Remuneration Committee)
Roger B Fletcher (Chairman of the Company)
Remuneration policy
The key objectives of the Committee in determining the remuneration packages of Executive Directors for 2003 and subsequent years are:
1. The recruitment, retention and incentivisation of Executive management. 
2. The alignment of Executive management and shareholder interests.
The remuneration packages of Executive Directors comprise the following elements:
Basic salary and benefit
Basic annual salaries for Executive Directors are reviewed annually having regard to individual performance and market practice. Benefits
provided to Executive Directors vary but may comprise the provision of a company car and health insurance.  
Annual bonus
The targets for annual bonus are set each year by the Committee. Targets are set at Group level, but account is also taken of the profit
and cash flow performance of the individual operations for which Executive Directors are responsible. Group level targets are based on
EPS performance commencing at 90% of the prior year’s level. The bonus is calculated at 1% of relevant basic salary for each 1%
improvement in EPS.
Don Wilson 12
JOB 4484 — PROOF PFP — 02.07.2003
Share options and Long-Term Incentive Plan
The Company has five share options schemes: an Executive Scheme, an Employee Share Ownership Plan, the Chairman’s acquisition
option, a SAYE Scheme and an International Sharesave Scheme.
The Executive Scheme is designed to promote long-term improvement in the performance of the Company, sustained increase in
shareholder value and clear linkage between Executive reward and the Company’s performance. There are three sections of the scheme still
operative, 1986, 1995 and 2000. The 1995 and 2000 sections are conditional upon achieving headline EPS growth in the aggregate of 6%
above RPI in the 3 years prior to exercise. The Chief Executive has been awarded options over 50,000 shares under a long-term incentive
arrangement which provides for the payment of a bonus equal to the difference between the grant price of the shares and the price existing
on the initial allocation to him. The total bonus payable amounts to £8,000, which was charged to profit in the year to 31 March 2000.
Options under the Employee Share Ownership plan are allocated by the Trustees of the Plan on the recommendation of the Remuneration
Committee with the same performance criteria as the existing approved Executive Share Option Scheme.
The Chief Executive has been allocated options over 700,000 shares at an option price of 17p per share, being the mid-market price on the
date of his appointment, with the relevant performance period set as the three years ended 31 March 2004. The difference between the
option price and the cost of the shares to the Plan was charged to profit in the year to 31 March 2000 and is recorded as a provision
against investment in own shares. The shares have the same performance condition as the Executive Scheme for 1995 and 2000.
The Chairman was granted options over 545,454 ordinary shares at a price of 44p per share on 7 March 2001. These options are exercisable
between 5 and 10 years from the date of the grant subject to the satisfaction of a performance condition, which requires average annual
growth in headline earnings per share to be in excess of RPI plus 12% in the period before exercise over a base level of 1.34p.
Pension Contributions
The Company makes annual contributions to the Intelek and Paradise Datacom Pension Schemes for the Executive Directors. The Schemes
are funded, Inland Revenue approved, contributory occupational pension schemes.
Service contracts and letters of appointment
The Executive Directors are provided with service contracts, none of which exceeds one year.
Mr I D Brodie and Mr N L Mills have notice entitlements of one year. Mr N L Mills is entitled to a non-pensionable Director’s fee from Intelek
plc of £20,000 per annum. Mr K N Edwards has a notice entitlement of six months. Mr J P Dixon has a notice entitlement of 30 days. In the
event of the Company being taken over and the Executives leaving the Company, the notice periods are as follows: Mr I D Brodie, two
years; Mr K N Edwards and Mr N L Mills, one year; Mr J P Dixon, 30 days. Mr R B Fletcher provides his services as a Non-Executive
Director pursuant to a letter of appointment under which he is entitled to three months’ notice, which, in the event of the Company being
taken over, is extended to one year. Mr D Wilson does not have a service contract with the Company.
The Committee considers the Directors’ notice entitlements to be appropriate as they are in line with the market and take account of the
Directors’ knowledge and experience.
Non-Executive Directors
The fees of Non-Executive Directors are determined by the full Board not exceeding £200,000, as set out in the Memorandum and Articles
of Association. The Non-Executive Directors are not eligible for bonuses or pension benefits.
Performance Graph
The following graph shows the Company’s
performance for the last five years, as measured by
the Total Shareholder Return (TSR) (with dividends
reinvested), for equity shareholders of Intelek plc,
compared with the TSR of the Techmark 100 index.
This index was chosen as it represents a broad
indication of performance in the sector in which the
Company operates.
Remuneration Report
500
450
400
350
300
250
200
150
100
50
0
31 Mar 1998
31 Mar 1999
31 Mar 2000
31 Mar 2001
31 Mar 2002
31 Mar 2003
Return Index
Intelek
FTSE Techmark 100
5 Year Shareholder Return 13
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
AUDITED INFORMATION
Details of the Directors’ emoluments are as follows:
Directors’ emoluments and share interests
Current year Previous year
Salary/ Pension Salary/ Pension
Directors’ fees Benefits Bonus contributions Total fees Benefits Bonus contributions Total
emoluments £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
R B Fletcher 50 — — — 50 60 — — — 60
I D Brodie 129 14 — 28 171 125 12 — 28 165
J P Dixon (appointed
9 October 2002) 57 1 7 — 65 —————
K N  Edwards 96 14 — 9 119 90 12 — 9 111
J S Ellison ———— — 20 2 — — 22
N L Mills 118 — 27 17 162 120 — 4 6 130
D Wilson 32 — — — 32 39 — — — 39
Total 482 29 34 54 599 454 26 4 43 527
Included in fees above is an amount of £14,000 (2002: £23,100) paid to D Wilson in respect of additional consultancy services, an
arrangement that ceased in September 2002. With this exception, no Director was materially interested either at the year end or during the
year in any contract of significance to the Group.
2003 2002
Directors’ pensions No. No.
The number of Directors who are accruing benefits under:
— money purchase schemes 3 2
— defined benefit schemes (further accrual terminated 1 October 2002) 1 1 
Directors’ defined benefit pension entitlement excluding additional voluntary contributions:
Increase in accrued Transfer value of Accumulated total Accumulated total 
annual pension increase less Directors’ accrued pension at accrued pension at
excluding inflation contributions 31 March 2003 31 March 2002
£000 £000 £000 £000
I D Brodie 1 5 17 17
The transfer value of the Directors’ accrued benefit at the end of the financial year is shown below. (Note that the transfer value represents 
a liability of the Company, not a sum paid or due to an individual.) 
I D Brodie £000
Transfer value at 31 March 2002 159
Transfer value of benefits increase, excluding inflation (less Director’s contributions) 3
Increase in transfer value (less Director’s contributions) 5
Transfer value at 31 March 2003 167
Directors’ shareholdings
The interests of the Directors and their families in the Ordinary Shares at the beginning and end of the year were as follows:
1 April 2002
31 March or date of  
2003 appointment
R B Fletcher 4,896,081 4,796,081
I D Brodie 236,437 236,437
J P Dixon (appointed 9 October 2002) 4,544,207 2,151,695
K N Edwards 100,000 13,500
N L Mills 10,416,550 4,991,162
D Wilson 258,592 158,592
The interest shown above for R B Fletcher includes non-beneficial interests over 3,296,081 shares. There are no other non-beneficial
interests. There have been no changes in the above Directors’ Interests in the period to 10 June 2003.  14
JOB 4484 — PROOF PFP — 02.07.2003
Remuneration Report
Directors’ share options
Ordinary shares under the Executive Scheme
Granted Exercised Expired 1 April 2002
31 March during during during or date of Option price
Scheme 2003 year year year appointment £ Expiry date
I D Brodie 1986 A — — —(125,000) 125,000 0.250 12.10.02
1986 A 125,000 — — — 125,000 0.250 21.02.04
1995 A 50,000 — — — 50,000 0.160 12.01.05
1995 A 50,000 — — — 50,000 0.330 28.01.07
1995 B 250,000 — — — 250,000 0.360 28.07.07
Special B 700,000 — — — 700,000 0.170 19.09.07
2000 B 250,000 — — — 250,000 0.190 12.02.12
Total 1,425,000 — — (125,000) 1,550,000
J P Dixon 2000 B 50,000 — — — 50,000 0.140 08.08.12
2000 B 50,000 50,000 — — — 0.105 08.01.13
Total 100,000 50,000 — — 50,000
K N Edwards 1995 B 150,000 — — — 150,000 0.350 27.07.07
2000 B 250,000 — — — 250,000 0.190 12.02.12
2000 B 100,000 100,000 — — — 0.105 08.01.13
Total 500,000 100,000 — — 400,000 
N L Mills 2000 B 50,000 50,000 — — — 0.105 08.01.13
Total 50,000 50,000 — — —
Ordinary shares under the Chairman’s option scheme
Granted Exercised Expired
31 March during during during 1 April Option price
2003 year year year 2002 £ Expiry date
R B Fletcher B 545,454 — — — 545,454 0.440 06.03.11
Total 545,454 — — — 545,454 
Ordinary shares under the Savings Related Scheme
Granted Exercised Expired
31 March during during during 1 April Option price
2003 year year year 2002 £ Expiry date
I D Brodie B 6,529 — — — 6,529 0.340 01.03.07
Total 6,529 — — — 6,529 
Ordinary shares under the International Sharesave Scheme
Granted Exercised Expired
31 March during during during Date of Option price
2003 year year year appointment £ Expiry date
J P Dixon B 10,964 — — — 10,964 0.190 01.02.07
Total 10,964 — — — 10,964
Shares under option at the end of the year are designated as:
A  where the options are exercisable
B  where the options are not yet exercisable
The options over 700,000 shares shown above for I D Brodie have been granted under the Employee Share Trust. 
The options over 545,454 shares shown above for R B Fletcher have been granted under the Fletcher Option Deed.
The mid-market price at 31 March 2003 was 5.25p. The highest mid-market price during the year was 22.75p and the lowest mid-market
price during the year was 4.00p.
The performance criteria for annual bonuses and share options are set out in the unaudited section of this report.
Approval
The Directors’ Remuneration Report was approved by the Board on 9 June 2003 and signed on its behalf by:
D Wilson
Director
Chairman of the Remuneration Committee
9 June 2003 15
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Corporate Governance
The Listing Rules of the Financial Services Authority require listed
companies to disclose how they have applied the principles set
out in Section 1 of the Combined Code prepared by the
committee on Corporate Governance and whether they have
complied with its provisions throughout the period.
The Directors consider that the Company and Group have
complied with the provisions of the Combined Code throughout
the period, with the exception of the matter noted below:
The Audit Committee comprises the two Non-Executive Directors
of the Company rather than three as specified by the Combined
Code. The Board does not believe that this affects the control
environment within the Group.
An explanation of how the principles of the Combined Code have
been applied is given below.
The Board
The composition of the Board and its various committees is
shown on page 2. The Board meets regularly throughout the year.
There is a schedule of matters reserved for its approval, ensuring
that it exercises control over Group strategy, key financial and
compliance issues and significant operational and management
matters. A clearly defined organisational structure exists with lines
of responsibility and delegation of authority to Executive
management. The Non-Executives are genuinely independent, not
being past Executives of the Company and other than their
shareholdings and fees they have no financial interest in the
Company. They do not have business relationships that would
interfere with their independent judgement. The Chairman is a
Non-Executive as a matter of Board policy to separate the role
from that of the Chief Executive.
The Company Secretary ensures that the Board and its
committees are supplied with papers of sufficient quality to
enable them to consider matters in good time for meetings and
enable them to discharge their duties properly.
The principal standing committees established by the Board are
the Audit Committee and Remuneration Committee, each of
which operates within defined terms of reference. Both
committees comprise all the Non-Executive Directors of the
Company and meet at least twice a year.
The Audit Committee reviews the scope and results of the
external audit and its cost-effectiveness and the objectivity of the
auditors. It reviews, prior to publication, the interims, preliminary
announcement and the full annual report, including the statutory
financial statements of the Group. The Remuneration Report is
set out on page 11.
As the Board is small, nominations to the Board are considered
by all of the Directors under the Chairmanship of a Non-Executive
Director of the Company.
Internal controls
The Directors are responsible for the Group’s system of internal
control and for reviewing its effectiveness. It should be recognised
that the Group’s system of internal control is designed to manage
rather than eliminate the risk of failure to achieve the Group’s
business objectives and can only provide reasonable, and not
absolute, assurance against material misstatement or loss.
There is an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group, which has
been in place for the full financial year and up to the date of
approval of this annual report. This process is regularly reviewed
by the Directors and accords with the internal control guidance
prepared for directors by the Turnbull Committee.
The Group operates a risk management process which is
embedded in normal management and governance processes. As
part of the annual strategic planning and budgeting process, each
subsidiary documents the significant risks identified, the
probability of those risks occurring, their potential impact and the
plans for managing and mitigating each of those risks. These
assessments are then reviewed by the Group’s Executive
Directors as part of the strategic planning process. The plans are
discussed, updated and reviewed on a quarterly basis when any
control issues identified, including matters arising from internal
reviews or external audit, are also considered.
The Group operates a series of controls to meet its needs with
the key risk issues being communicated through its operating and
control policies. These controls include, but are not limited to, the
annual strategic planning and budgeting process, a clearly
defined organisational structure with authorisation limits and
reviews by senior management of monthly financial and operating
information including comparisons with budgets and adherence
to the Group operating and control policies.
The Board regularly reviews the effectiveness of the risk
management process. It also receives reports from internal and
external audit concerning the system of internal control and any
material control weaknesses.
The Board makes an annual assessment of the effectiveness of the
Group’s internal control system, including financial, operational and
compliance controls, before making this statement. In order to
conduct this review, the Board obtains assurance directly from the
Directors and appropriate senior management of each subsidiary
concerning compliance with the Group’s risk management and
control policies and procedures. The Board also considers issues
included in reports received during the year, how the risks have
changed during the year and reviews reports on internal controls from
management.
Shareholder relationships
Presentations are made to shareholders, institutions and analysts
at least twice a year to coincide with results announcements and
are made available on the Company’s website. Additional
dialogue with institutions is entered into as necessary, mindful of
the rules on insiders and price-sensitive information.
Going concern
After making enquiries, the Directors have formed a judgement, at
the time of approving the financial statements, that there is a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. For
this reason the Directors continue to adopt the going concern
basis in preparing the financial statements. 16
JOB 4484 — PROOF PFP — 02.07.2003
Directors’ Report
The Directors present their Report and Accounts for the year
ended 31 March 2003.
Principal activities
The principal activities of the Group are the design, manufacture
and supply of precision products and sub-systems primarily for
the Communications and Aerospace markets. Details of the
activities, developments and progress of the Group are contained
in the Chairman’s Statement and the Chief Executive’s and
Financial Reviews.
Research and development activities
The Group continued to invest in new product development,
primarily in satellite communications equipment, power supplies
and radar electronics.
Results and dividends
The results for the year are set out on page 20. The profit on
ordinary activities before taxation amounts to £499,000 (2002:
£1,510,000). An interim dividend of 0.24p (2002: 0.24p) per
Ordinary Share was paid on 7 April 2003. A final dividend of 0.10p
(2002: 0.66p) per share is recommended for approval at the
Annual General Meeting on 12 September 2003. It is proposed
that this should be paid on 1 October 2003 to shareholders on
the register at the close of business on 5 September 2003.
Directors
The Directors listed on page 2 served throughout the year with
the exception of Mr J P Dixon who was appointed to the Board
on 9 October 2002. Mr J P Dixon retires as he was appointed
since the last Annual General Meeting and Mr K N Edwards
retires by rotation and, being eligible, they offer themselves for
re-election.
Details of the interests of the Directors and their families in the
Ordinary Shares of the Company, and options to subscribe for
shares under the Executive, Savings Related and other share
option schemes, are set out in the Remuneration Report on
page 11.
Share capital
As at 2 June 2003, the Directors have been notified of the
following interests amounting to 3% or more of the issued share
capital of the Company:
N L Mills 10,416,550 — 12.10%
Framlington Investment Management Ltd. 6,000,000 — 6.97%
Herald Investment Trust Plc 5,000,000 — 5.81%
R B Fletcher 4,896,081 — 5.69%
J P Dixon 4,544,207 — 5.28%
Österrichische Volksbanken 3,580,169 — 4.16%
Payment of creditors
The Company’s policy for the year ending 31 March 2004, for all
suppliers, is to fix terms of payment for each business
transaction, to ensure that the supplier is aware of those terms,
and to abide by the agreed terms of payment. The Company had
no trade creditors.
Donations
The Group did not make any political or charitable donations in
the year (2002: £nil).
Employee involvement
During the year the Group has continued its policy of full
involvement of employees wherever possible. This has taken
place through the provision of information, consultation on policy
issues where appropriate, and the mutual setting of objectives
against which performance is measured. The Group takes the
approach of maximising performance through the heightening of
awareness of corporate objectives and policies.
Disabled persons
It is the Group’s policy to offer equal opportunities to disabled
persons applying for vacancies, having regard to their abilities in
relation to the job for which they apply. It is also Group practice,
wherever possible, to continue the employment of any employees
who become disabled during the course of their employment. 17
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Corporate governance
The Board’s formal statement of Compliance with the Combined
Code is given on page 15 and its Remuneration Report on
page 11.
Special business
A resolution will be proposed at the Annual General meeting to
renew the existing authority of the Directors, conferred by a
resolution passed in September 2002, to allot unissued shares in
the Company. The authority (resolution 7 in the Notice of Meeting)
will extend until the earlier of the Annual General Meeting for 2004
and fifteen months from the date of the Annual General Meeting
for 2003.
The Company was authorised at the Annual General Meeting in
September 2002, to purchase up to 10% of its issued Ordinary
Shares, subject to certain restrictions. This authority has not yet
been exercised, but the Directors consider that purchases by the
Company of its Ordinary Shares for cancellation could in certain
circumstances be advantageous to Shareholders, and are
accordingly seeking the renewal of the authority (resolution 8 in
the Notice of Meeting) to extend until the earlier of the Annual
General Meeting for 2004 and fifteen months from the date of the
Annual General Meeting for 2003. This authority will only be
exercised if to do so would result in an increase in earnings per
share. Under the proposed authority, the maximum price payable
for the purchase of shares shall not exceed 5% above the
average of the middle market quotations taken from The London
Stock Exchange Official List for the five business days before a
purchase is made, and the minimum price shall be 5p per share.
In addition, the Directors consider it advisable that they continue
to have power to make allotments of Ordinary Shares in the
Company for cash, up to a maximum of 4,303,803 Ordinary
Shares, being 5% of the issued Ordinary Share Capital of the
Company at 31 March 2003. The authority (resolution 9 in the
Notice of Meeting) will extend until the earlier of the Annual
General Meeting for 2004 and fifteen months from the date of the
Annual General Meeting for 2003.
Auditors
On 3 May 2003, the Auditors, RSM Robson Rhodes, transferred
their business to RSM Robson Rhodes LLP .
The Auditors, RSM Robson Rhodes LLP , offer themselves for
reappointment in accordance with Section 385 of the Companies
Act 1985.
Approval
The Report of the Directors was approved by the Board on 
9 June 2003 and signed on its behalf by:
K N Edwards
Director and Secretary 18
JOB 4484 — PROOF PFP — 02.07.2003
Statement of Directors’ Responsibilities
Company law in the United Kingdom requires the Directors to
prepare financial statements for each financial year which give a
true and fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Group for that period. In
preparing these financial statements, the Directors have:
 selected suitable accounting policies and applied them
consistently;
 made judgements and estimates that are reasonable and
prudent;
 followed applicable United Kingdom accounting standards;
and
 prepared the financial statements on the going concern
basis.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 1985.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Directors’
Report, the Remuneration Report and other information included
in the Annual Report are prepared in accordance with Company
law in the United Kingdom. They are also responsible for ensuring
that the Annual Report includes information required by the
Listing Rules of the Financial Services Authority.
The Annual Report is available on the Company’s web site. The
maintenance and integrity of Intelek plc’s web site is the
responsibility of the Directors; the work carried out by the
auditors does not involve consideration on these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the information contained in the
financial statements since they were initially presented on the
web site.
Legislation in the United Kingdom governing the preparation and
dissemination of the financial statements and other information
included in the annual reports may differ from legislation in other
jurisdictions.
On behalf of the Board
K N Edwards 
Director and Secretary, Swindon 
9 June 2003 19
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Independent Auditors’ Report to the Shareholders 
of Intelek plc
We have audited the financial statements on pages 20 to 41. We
have also audited the information in the Remuneration Report that
is described as having been audited.
This report is made solely to the Company’s shareholders, 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 shareholders 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 shareholders, as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report, the
Remuneration Report and the financial statements in accordance
with applicable law and United Kingdom Accounting Standards
are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements and the part
of the Remuneration Report to be audited in accordance with
relevant legal and regulatory requirements and United Kingdom
Auditing Standards. We report to you our opinion as to whether
the financial statements give a true and fair view and whether the
financial statements and the part of the Remuneration Report to
be 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.
We review whether the Corporate Governance Statement 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 other information contained in the Annual Report and
consider whether it is consistent with the audited financial
statements. The other information comprises only the Directors’
Report, the unaudited part of the Remuneration Report, the
Chairman’s Statement, the Operating and Financial Review, the
Corporate Governance Statement and the Five Year Summary.
We consider the implications for our report if we become aware of
any apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any
other information.
Basis of audit opinion
We conducted our audit in accordance with the 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 Remuneration Report to be 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 Company’s circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable
assurance that the financial statements and the part of the
Remuneration Report to be 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 Remuneration Report to be
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
31 March 2003 and of the Group’s profit for the year then
ended; and
 the financial statements and the part of the Remuneration
Report to be audited have been properly prepared in
accordance with the Companies Act 1985.
RSM Robson Rhodes LLP
Chartered Accountants and Registered Auditors
Birmingham, England 
9 June 2003 20
JOB 4484 — PROOF PFP — 02.07.2003
2003 2002
Note £000 £000
Turnover 3
Continuing operations 41,418 39,823
Discontinued operations 176 917 
41,594 40,740
Cost of sales (32,987) (32,037)
Gross profit 8,607 8,703
Distribution and administrative expenses (7,090) (6,386)
Other operating income 142 137
Operating profit 4
Continuing operations before goodwill amortisation 2,905 3,302 
Amortisation of goodwill (803) (696)
Total continuing operations 2,102 2,606
Discontinued operations (443) (152)
1,659 2,454
Exceptional items 5
Loss on disposal or termination of operations (415) (228)
Profit on ordinary activities before interest and taxation 1,244 2,226
Interest 6 (745) (716)
Profit on ordinary activities before taxation 499 1,510
Taxation 8 (331) (484)
Profit on ordinary activities after taxation 168 1,026
Dividends 9 (288) (693)
Transfer (from)/to reserves 22 (120) 333 
Earnings per Ordinary share 10 
Headline 1.41p 2.37p
Basic 0.21p 1.34p
Diluted 0.21p 1.20p
Dividends per Ordinary share 9
Interim 0.24p 0.24p
Final 0.10p 0.66p
Total 0.34p 0.90p
2003 2002
£000 £000
Profit on ordinary activities after taxation 168 1,026
Exchange rate movement (269) 26
Prior year adjustment for deferred tax — (286)
Total gains and losses recognised relating to this year (101) 766
There is no material difference between the reported profit as shown above and the profit on a historical cost basis.
Group Profit and Loss Account
year ended 31 March 2003
Statement of Total Recognised Gains and Losses 
year ended 31 March 2003 21
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Group Company
2003 2002 2003 2002
Note £000 £000 £000 £000
Fixed assets
Intangible assets 11 14,712 15,676 — —
Tangible assets 12 9,132 9,649 41 67 
Investments 13 326 326 10,283 9,088 
24,170 25,651 10,324 9,155 
Current Assets
Stock and work in progress 14 5,603 6,570 — —
Debtors 15 7,717 7,182 23,521 24,912 
Cash at bank and in hand 911 2,477 76 376 
14,231 16,229 23,597 25,288 
Creditors
Amounts falling due within one year 16 (11,874) (13,073) (8,070) (7,759)
Net current assets 2,357 3,156 15,527 17,529 
Total assets less current liabilities 26,527 28,807 25,851 26,684 
Creditors
Amounts falling due after more than one year 17 (5,334) (6,090) (4,997) (5,532)
Provisions for liabilities and charges 18 (511) (262) — —
Deferred income 19 (230) (270) (37) (39)
Net assets 20,452 22,185 20,817 21,113 
Capital and reserves
Called up share capital 20 4,304 3,913 4,304 3,913 
Shares to be issued 21 — 549 — 549 
Share premium account 22 9,104 9,108 9,104 9,108 
Revaluation reserve 22 639 639 — —
Capital redemption reserve 22 955 955 955 955 
Merger reserve 22 3,411 4,593 — —
Other reserves 22 — — 604 604 
Profit and loss account 22 2,039 2,428 5,850 5,984 
Equity shareholders’ funds 23 20,452 22,185 20,817 21,113 
Approved by the Board of Directors and signed on their behalf on 9 June 2003, by:
I D Brodie
K N Edwards
Directors
}
Balance Sheets
as at 31 March 2003 22
JOB 4484 — PROOF PFP — 02.07.2003
Group Cash Flow Statement
year ended 31 March 2003
Cash flow 2003 2002
Notes £000 £000
Net cash flow from operating activities 1 3,969 4,183 
Return on investment and servicing of finance
Interest paid:
Bank loans and overdrafts (555) (277)
Finance lease (74) (94)
Other loans (54) (296)
Facility arrangement costs (37) (60)
(720) (727)
Taxation
Corporation tax paid (223) (336)
Overseas tax paid (496) (473)
(719) (809)
Capital expenditure and financial investment
Purchase of tangible fixed assets, net of finance leases (1,171) (1,366)
Purchase of intangible fixed assets (41) —
Sale of investment in own shares — 72 
Sale of tangible fixed assets 214 450 
Receipt of grant towards the cost of tangible fixed assets — 15 
(998) (829)
Acquisitions and disposals
Purchase of subsidiary and business undertakings 2 (1,173) (3,171)
Payment of outstanding costs of acquisition (541) (321)
(1,714) (3,492)
Equity dividends paid (692) (607)
Net cash flow before financing (874) (2,281)
Financing
Issue of shares — 2 
Share issue costs (4) —
New debt received in the year 5,745 2,344 
Debt repaid in the year (5,929) (367)
Repayment of hire and lease purchase finance (505) (327)
(693) 1,652 
Decrease in cash 3 (1,567) (629) 23
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Group Cash Flow Statement
year ended 31 March 2003
1 Reconciliation of operating profit to 2003 2002 
net cash flow from operating activities £000 £000
Operating profit 1,659 2,454 
Depreciation 1,665 1,452 
Amortisation of goodwill 803 696
Amortisation of pension deficit 381 300
Pension contribution paid towards deficit (968) (300)
Deferred income (40) (74)
Profit on disposal of tangible fixed assets (48) (15) 
Decrease in stocks and work in progress 694 620
Decrease in debtors 21 2,078
Increase/(decrease) in creditors 19 (2,674) 
Net cash flow from continuing operating activities 4,186 4,537
Costs incurred in respect of termination of the SPM division, 
net of ACE tooling disposal receipts (217) (354) 
Net cash flow from operating activities 3,969 4,183 
2 Purchase of subsidiary and business undertakings
A summary of the net assets acquired and consideration payable in respect of subsidiary and business undertakings acquired is
set out in Note 2 to the financial statements.
3 Reconciliation of net cash flow to movement in net debt (note 4) 2003 2002
£000 £000
Decrease in cash (1,567) (629) 
Repayment of lease finance 505 327 
Cash outflow/(inflow) from debt 159 (2,026) 
Changes in net debt resulting from cash flows (903) (2,328) 
New finance leases (233) (301)
(1,136) (2,629) 
Opening debt (8,123) (5,494)
Closing debt (9,259) (8,123)
4 Analysis of net debt Analysis of movements in the year
At At
Other non- 31 March 31 March
Cash Flow cash changes 2003 2002
£000 £000 £000 £000
Cash at bank (1,566) — 911 2,477
Debt due after one year (1,642) 2,176 (4,998) (5,532)
Debt due within one year 1,800 (2,176) (4,438) (4,062)
Finance leases 505 (233) (734) (1,006)
Debt 663 (233) (10,170) (10,600)
Total net debt (903) (233) (9,259) (8,123) 24
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
1. Accounting Policies
a) Accounting convention
The consolidated financial statements are prepared in accordance with applicable accounting standards under the historical cost
convention as modified for the revaluation of freehold land and buildings.
b) Basis of consolidation
The consolidated financial statements include the accounts of Intelek plc and its subsidiary undertakings, made up to the balance
sheet date in each year. The results of subsidiary undertakings acquired during a year are included from their effective dates of
acquisition, and the results of subsidiary companies and businesses sold during a year are included to their effective date of sale.
c) Goodwill
Goodwill represents the excess of the cost of acquisition over the fair value of net assets acquired. The cost of acquisition
includes deferred purchase consideration where the obligation can be predicted with reasonable certainty. Positive goodwill is
capitalised in the year in which it arises and amortised evenly over its estimated useful economic life up to a maximum of 20
years. In addition to systematic amortisation, the book value will be written down to its recoverable amount when any impairment
is identified. Goodwill relating to acquisitions prior to the introduction of FRS 10 in 1999 continues to be eliminated against
reserves and will be expensed in the profit and loss account in any future disposal or closure of the acquired businesses.
d) Turnover
Turnover is the amount receivable for goods and services supplied, excluding value added tax, and transactions between Group
undertakings.
e) Exceptional items
Exceptional items are those that need to be disclosed by virtue of their size and incidence. Such items are included within
operating profit unless they represent profits and losses on the sale or termination of an operation, costs of a fundamental
reorganisation or restructuring having a material effect on the nature and focus of the Group, or profits or losses on the disposal of
fixed assets. In these cases, separate disclosure is provided on the face of the Profit and Loss Account after operating profit.
f) Depreciation
Depreciation is provided to write down the cost or valuation of tangible fixed assets to their residual value over their estimated
useful lives on the following bases:
Freehold land Nil
Freehold properties 2% straight line
Leasehold properties in equal instalments over the lease period
Plant and fixtures 7%-33% straight line (see below)
Motor vehicles 25% on written down value 
Where there is evidence of impairment, fixed assets are written down to their recoverable amount.
g) Government grants
Government capital grants are credited to a deferred income account, and transferred to profit and loss account over the
estimated useful life of the related asset.
h) Leased assets
Fixed assets subject to finance leases are capitalised, and depreciated in accordance with the depreciation policy stated above.
The corresponding liability for the capital element is included in creditors, and the interest, calculated on the basis of the amount
outstanding, is charged against profits over the period of the lease. The rental and operating lease costs of all other assets are
charged against profit before interest on a straight line basis over the lease terms.
i) Stock and work in progress
Stock and work in progress are stated at the lower of cost and net realisable value. Cost comprises direct material and labour,
and, where appropriate, includes attributable overheads. Net realisable value is based on estimated selling price less further costs
expected to be incurred to completion and disposal.
j) Deferred taxation
Deferred tax is provided, except as noted below, on timing differences that have arisen but not reversed by the balance sheet date,
where the timing differences result in an obligation to pay more tax, or a right to pay less tax, in the future. Timing differences arise
because of differences between the treatment of certain items for accounting and taxation purposes. 
In accordance with FRS 19 deferred tax is not provided for:
i) revaluation gains on land and buildings, unless there is a binding agreement to sell them at the balance sheet date;
ii) gains on the sale of non-monetary assets, if the taxable gain will probably be rolled over; 
iii) extra tax payable if the overseas retained profits of subsidiaries and associates are remitted in the future; and
iv) fair value adjustment gains to fixed assets and stock to uplift prices to those ruling when an acquisition is made.
Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
Deferred tax is measured at the tax rates that are expected to apply in the periods when the timing differences are expected to
reverse, based on tax rates enacted or substantively enacted at the balance sheet date. Deferred tax assets and liabilities are 
not discounted. 25
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Where law or accounting standards require gains and losses to be recognised in the statement of total gains and losses, the
related taxation is also taken directly to the statement of total recognised gains and losses in due course.
k) Foreign currencies
Where practicable, transactions involving foreign currencies are protected by equivalent currency borrowings or currency
contracts, and recorded at the value of the sterling proceeds of such borrowings or contracts. Otherwise, assets and liabilities
denominated in foreign currency are translated into sterling at the rates of exchange ruling at the balance sheet date. The
investment in overseas subsidiary undertakings is partly funded by overseas currency borrowings. Exchange differences
arising on the translation into sterling of its net assets, less related borrowings, are shown as movements on reserves. All other
exchange differences are recognised in the profit and loss account.
l) Pensions
In accordance with SSAP 24, the pension deficit in the Group defined benefit pension scheme determined in the latest triennial
actuarial valuation is amortised to profit over the weighted average anticipated service life of active scheme members, on the
recommendation of a qualified actuary. Contributions to the scheme are charged to profit on the recommendation of a
qualified actuary using the defined accrued benefit method. Contributions to defined contribution schemes are charge to profit
as they fall due. In accordance with the transitional requirements of FRS 17 “Retirement Benefits“, additional disclosures are
included in these Notes on the evaluation of the defined benefit pension scheme under FRS 17.
m) Employee Share Trust
The Group operates an Employee Share Trust, the assets of which comprise shares in Intelek plc held in an independently
administered trust. The trust has been consolidated with the Group’s financial statements. Shares are stated at cost less a
provision for any diminution in value which the Directors consider to be permanent.
n) Research and development
Research and development expenditure is charged to the profit and loss account as incurred, except for development projects
subcontracted to third parties where those projects are separately identifiable and for each of which the outcome can be
assessed with reasonable certainty. For each such project, the costs are capitalised as an intangible fixed asset. These costs
are amortised from the date of product release over a period not exceeding 36 months, representing the Directors’ view of the
maximum product life span within the market in which it operates.
2. Acquisitions
a) Acquisitions for the year ended 31 March 2002
In February 2002, the Group acquired the trade and certain fixed assets and stocks of the Satcom operations of Sierra
Satcom. The acquisition was valued provisionally in the 2002 financial statements, as its close proximity to the year end did
not enable a full assessment of the fair value of the assets and liabilities acquired to be performed.
In accordance with FRS 7, adjustment has been made in the 2003 financial statements for the final assessment of the fair
value assets and liabilities acquired. The difference has been taken as an adjustment to goodwill on acquisition. Amended and
provisional values of net assets acquired were as follows and the explanations for these changes are given in the notes below:
Amended Provisional
value Fair value value
2003 adjustments 2002
£’000 £’000 Note £’000
Tangible fixed assets 559 — 559
Stock 425 (99) (i) 524 
Creditors (147) (42) (i) (105)
Net separable assets 837 (141) 978
Goodwill 2,653 (91) 2,744
3,490 (232) 3,722
Cash consideration 3,490 22 3,468
Contingent deferred consideration — (254) (ii) 254
Total consideration payable 3,490 (232) 3,722 26
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
2. Acquisitions continued
(i) The net assets acquired have been revised as a result of additional provisions identified on the original book value of
stocks and creditors acquired.
(ii) The transaction included a contingent consideration of up to $0.7 million (£0.5 million), dependent upon the sales of Sierra
Satcom’s products during the twelve months ending 31 December 2002, exceeding $7 million. At 31 March 2002, the
Directors estimated that additional consideration of £0.25 million would be payable under the terms of the agreement. In
the event, the actual performance of the acquired business was not up to the level at which any further consideration was
payable. Accordingly, the goodwill arising on the transaction and related creditor have been adjusted.
b) Acquisitions for the year ended 31 March 2001
On 7 March 2001, the Group acquired the entire issued share capital of Paradise Datacom Limited and that part of Paradise
Datacom LLC not owned by Paradise Datacom Limited. The transaction included a contingent consideration to be based on
twice the amount that combined profit before taxation in the eighteen months ended 31 May 2002 exceeded £1.5 million,
subject to a maximum amount payable of £5.5 million. At 31 March 2002, the Directors estimated that additional consideration
of £2.5 million would be payable in the form of shares under the terms of the agreement. Based on actual results for the
eighteen months ending 31 May 2002, the final consideration paid amounted to £2,334,000. This was satisfied as follows:
£’000
Issue of loan notes — secured 518
unsecured 518
Issue of Shares 1,161
Cash 137
2,334
As a result of the above, goodwill arising on the acquisition, associated shares to be issued and merger reserves have been
adjusted accordingly.
3. Turnover
2003 2002
£000 £000
The geographical markets for direct sales by the Group were:
European Community (excluding UK) 15,138 10,448
Rest of Europe 721 697
North America 7,245 11,557
Rest of World 4,622 3,145
Total Overseas 27,726 25,847
United Kingdom 13,868 14,893
41,594 40,740
Group sales by business segment were:
Satellite communications 16,024 11,198
Microwave circuitry 10,389 10,122
Power supplies and radar electronics 6,945 8,314
Aerospace precision machining 8,060 10,189
Continuing operations 41,418 39,823
Discontinued operations: Satellite monitoring equipment 176 917
41,594 40,740
Further segmental information is not shown since, in the opinion of the Directors, its disclosure would be seriously prejudicial to
the interests of the Group. 27
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
4. Analysis of profit
Continuing Goodwill
excl. amorti- Total Dis- Total Dis- Total
goodwill sation continuing continued 2003 Continuing continued 2002
£000 £000 £000 £000 £000 £000 £000 £000
Turnover 41,418 — 41,418 176 41,594 39,823 917 40,740
Cost of sales (32,513) — (32,513) (474) (32,987) (31,205) (832) (32,037)
Gross profit 8,905 — 8,905 (298) 8,607 8,618 85 8,703
Distribution and
administrative expenses (6,113) (803) (6,916) (174) (7,090) (6,149) (237) (6,386)
Other operating income 113 — 113 29 142 137 — 137 
Operating profit 2,905 (803) 2,102 (443) 1,659 2,606 (152) 2,454 
2003 2002
The operating profit is stated after charging: £000 £000
Depreciation 1,665 1,452
Auditors’ remuneration: Group 70 64
Company 5 4
Auditors’ fees for non-audit services 40 64
Operating lease rentals: plant hire 285 340
property 877 819 
Research and development (Amounts amortised from deferred expenditure £Nil (2002: £Nil)) 2,139 1,940
Net loss on sale of fixed assets
and after crediting:
Rental income 102 88
Deferred income from government grants 40 74
Net gain on sale of fixed assets 48 15
In addition to the fees noted above the auditors received £11,000 (2002: £80,000) for services in connection with acquisitions
which was capitalised as part of the costs of acquisition.
5. Exceptional items 2003 2002
£000 £000
Deferred consideration for the disposal of A.C.E. Tooling Inc 60 23
Loss on termination of the Pascall Microwave business (26) (396)
Residual property lease commitments for the disposed businesses, Microtech and Inca Tooling (100) (63)
Loss on termination of the Satellite Monitoring business (349) —
Profit on disposal of property in Michigan — 208
(415) (228) 28
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
6. Interest 2003 2002
£000 £000
Bank loans and overdrafts 233 277
Other loans 366 296
Finance leases and hire-purchase 74 94
Amortisation of loan note arrangement fees 72 49 
745 716
7. Employees 2003 2002
No. No.
The average monthly number of Group employees was:
Production 445 416
Administration and sales 81 151
526 567
Costs in respect of these employees were: 2003 2002
£000 £000
Wages and salaries 12,360 12,902
Social security costs 1,104 1,052
Other pension costs 863 639
14,327 14,593
Other pension costs comprise:
Regular cost 182 235
Amortisation of experience deficit 381 300
Defined benefit scheme 563 535
Defined contribution scheme 300 104
Amount of the pension charge under SSAP 24 863 639
2003 2002
Directors’ remuneration £000 £000
Emoluments 545 484
Pension contributions 54 43
599 527 29
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
8. Taxation 2003 2002
£000 £000
United Kingdom Corporation Tax
Current tax on income for the year (119) 309
Adjustment in respect of prior years (4) (66)
Total (123) 243
Overseas Tax
Current tax on income for the year 184 329
Adjustment in respect of prior years 24 —
Total 208 329
Current taxation 85 572
Deferred taxation 246 (88)
Tax on profit on ordinary activities 331 484
Current tax reconciliation 2003 2002
£000 £000
Profit on ordinary activities before taxation 499 1,510
Theoretical tax at UK corporation tax rate 30% (2002:30%) 150 453
Effects of:
different tax rates 54 19
adjustments in respect of prior years — current taxation 20 (66)
— deferred taxation 52 —
research and development tax credit (55) —
goodwill amortisation — not tax deductible 121 150
other income that is not taxable (11) (72)
deferred tax timing differences (246) 88
Actual current taxation charge 85 572 
Exceptional items
The taxation charge is stated after a tax credit of £123,000 (2002: £51,000) relating to the exceptional items.
Factors that may affect future tax charges
No provision has been made for deferred taxation on the unremitted profits of the US subsidiary. No liability is expected to
crystallise in the foreseeable future, as remittance is unlikely, taking into account its future finance requirements.
9. Dividends 2003 2002
£000 £000
Interim dividend, paid 7 April 2003
0.24p (2002: 0.24p) on 86,076,072 Ordinary 5p shares 207 188
Final, proposed for payment on 1 October 2003
0.10p (2002: 0.66p) on 86,076,072 Ordinary 5p shares 86 517
Less: dividends paid and proposed as payable to employee share trust (5) (12)
Equity dividend 288 693
The calculation of dividends paid and proposed shown above exclude dividends paid to the employee share trust in accordance
with FRS 14. 30
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
10. Earnings per Share
Headline Earnings Per Share is as recommended by the UK Society of Investment Professionals. It is calculated on the earnings
adjusted as follows:
Earnings Earnings per Share
2003 2002 2003 2002
£000 £000 p p
Profit after taxation 168 1,026 0.21 1.34
Non-operating exceptional items 415 228 0.52 0.30
Goodwill amortisation 803 696 1.00 0.91
Tax on exceptional items and goodwill amortisation (255) (136) (0.32) (0.18)
Headline 1,131 1,814 1.41 2.37
The earnings per share ratio has been calculated on the weighted average number of shares in issue, excluding those held by the
Employee Share Trust. This gives a weighted average number of 80,430,745 (2002: 76,755,574).
There were no exercisable share options in existence during the year (2002: 1,451,770) that were below the average fair value of
13.4p per share of the ordinary shares in issue during the year. There was therefore no dilution in shares (2002: 341,085).
11. Intangible Assets £000
Goodwill
Cost
At 1 April 2002 16,429
Exchange adjustment (275)
Revision to Satcom acquisition (note 2(a)) (91)
Revision to Paradise Datacom acquisition (note 2(b)) 159
At 31 March 2003 16,222
Amortisation
At 1 April 2002 753
Exchange adjustment (5)
Charge for the year 803
At 31 March 2003 1,551
Net book value
At 31 March 2003 14,671
At 31 March 2002 15,676
Development
Cost
Additions 41
Net book value
At 31 March 2003 41
At 31 March 2002 —
Total net book value
At 31 March 2003 14,712
At 31 March 2002 15,676 31
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
12. Tangible Assets Freehold Leasehold Plant and
properties properties Equipment Total
£000 £000 £000 £000
The Group
Cost or valuation at 1 April 2002 2,134 1,151 17,007 20,292
Exchange adjustment — — (114) (114)
Additions — 16 1,388 1,404
Disposals (84) — (325) (409)
Cost or valuation at 31 March 2003 2,050 1,167 17,956 21,173
Depreciation at 1 April 2002 163 244 10,236 10,643
Exchange adjustment — — (24) (24)
Charge for the year 39 58 1,568 1,665 
Disposals — — (243) (243)
Depreciation at 31 March 2003 202 302 11,537 12,041
Net book amount: 31 March 2003 1,848 865 6,419 9,132
31 March 2002 1,971 907 6,771 9,649
The Company
Cost or valuation at 1 April 2002 308 308
Additions 34 34 
Disposals (74) (74)
Cost or valuation at 31 March 2003 268 268
Depreciation at 1 April 2002 241 241
Charge for the year 25 25
Disposals (39) (39)
Depreciation at 31 March 2003 227 227
Net book amount: 31 March 2003 41 41
31 March 2002 67 67 
The net book amount of plant and equipment includes £1,908,000 (2002: £1,854,000) in respect of leased assets, the depreciation
charge on which amounted to £389,000 (2002: £382,000). Tangible assets are stated at cost, apart from freehold property of the
Group, valued on an open market value for existing use in 1987 at £1,291,000 by Eastlands, Chartered Surveyors and Valuers. The
transitional provisions of FRS 15 “Fixed Assets” in respect of revalued assets are being applied by the Group. The net book
amount of leasehold properties includes £282,000 (2002: £265,000) in respect of a long leasehold property and £567,000 (2002:
£642,000) in respect of short leasehold property.
Comparable amounts for the Group’s freehold properties, under historical cost rules would be: 2003 2002
£000 £000
Cost 2,309 2,393 
Depreciation (470) (422)
Net book amount 1,839 1,971 32
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
13. Investments £000
Shares in subsidiary undertakings (Company)
Cost
At 1 April 2002 9,539
Adjustment to Paradise Datacom consideration 1,195
At 31 March 2003 10,734
Provision
At 1 April 2002 and 31 March 2003 777
Net book amount At 31 March 2003 9,957
At 31 March 2002 8,762 
Investment in own shares (Group and Company)
At 1 April 2002 and 31 March 2003 376
Provision
At 1 April 2002 and 31 March 2003 (50)
Net book amount At 31 March 2003 326
At 31 March 2002 326
Total net book amount At 31 March 2003 10,283
At 31 March 2002 9,088
The Company’s principal subsidiary undertakings, all of which are wholly owned, are listed inside the back cover. Apart from
Paradise Datacom LLC, which is incorporated and operates in the United States of America, all the subsidiary undertakings are
registered in England and Wales, and operate in Great Britain. Their activities are detailed in the Chief Executive’s Review on pages
4 to 9. The Pascall group of companies is owned directly by Intelek Properties Limited.
An employee share trust has been established to hedge the obligations of the Group in respect of options issued. The Company’s
ordinary shares were purchased through the market and are financed and held by independent third parties. In accordance with
UITF Abstract 13 the shares are included at cost in fixed asset investments and the related finance is included in creditors falling
due within one year. 
14. Stock and Work in Progress The Group
2003 2002
£000 £000
Work in progress 2,747 2,892
Raw materials and components 2,856 3,678
5,603 6,570
In the Directors’ opinion, the replacement cost of stock and work in progress does not differ materially from the stated amounts. 33
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
15. Debtors The Group The Company
2003 2002 2003 2002
£000 £000 £000 £000
Amounts falling due within one year
Trade debtors 6,482 6,655 — —
Amounts owed by subsidiary undertakings — — 23,334 24,617
Other debtors 154 49 30 164
Prepayments and accrued income 1,081 478 149 32
Deferred taxation (note 18) — — 8 99
7,717 7,182 23,521 24,912
16. Creditors — Amounts falling due within one year The Group The Company
2003 2002 2003 2002
£000 £000 £000 £000
Bank loans and overdrafts 4,384 2,150 5,700 2,150
Loan notes 166 1,976 166 1,976
Unamortised finance costs (112) (65) (112) (65)
Hire and lease purchase finance 397 448 — —
Trade creditors 4,364 4,682 35 126 
Amounts owed to subsidiary undertakings — — 1,656 2,118
Corporation tax (128) 184 (1) 112
Overseas tax 13 337 — 149
Other taxes and social security 731 345 44 1
Other creditors 406 658 125 74
Accruals 1,366 1,667 170 427
Proposed dividends 287 691 287 691
11,874 13,073 8,070 7,759 
Bank loans and overdrafts are fully secured on the assets of the Group.
17. Creditors — Amounts falling due after more than one year The Group The Company
2003 2002 2003 2002
£000 £000 £000 £000
Hire and lease purchase finance 337 558 — —
Loan notes 870 — 870 —
Other loans — 5,197 — 5,197
Unamortised finance costs (73) (145) (73) (145)
Term loan 4,200 480 4,200 480
5,334 6,090 4,997 5,532
The loan notes were issued in connection with the Paradise Datacom acquisition. They carry interest at 5% per annum. Loan notes
amounting to £5,929,000 were issued as part of the initial consideration. These were redeemed at par on 1 May 2002. Loan Notes
amounting to £1,036,000 were issued in October 2002 as part of the deferred consideration. Of these, £518,000 is unsecured and
repayable £166,000 on 1 October 2003 and £352,000 on 30 April 2004. The balance of £518,000 is secured by guarantee, to the
extent of the principal amount, by the Group’s bankers, and is repayable on 30 April 2005.
The loan notes are held by two directors, N L Mills and J P Dixon. As at 31 March 2003, Mr Mills held £719,000 (2002: £5,929,000)
and Mr Dixon held £317,000 (2002: Nil). During the year, Mr Mills earned £44,856 (2002: £296,450) interest on the loan notes and
Mr Dixon earned £9,037 (2002: Nil). 34
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
18. Provisions for liabilities and charges Deferred
Taxation
£’000
The Group
Provisions at 1 April 2002 262
Exchange adjustment 3
Profit and loss account 246
Provisions at 31 March 2003 511
The Group The Company
Deferred Taxation 2003 2002 2003 2002
Amount Amount Amount Amount
provided provided provided provided
£000 £000 £000 £000
Capital allowances 710 551 (7) (11)
Other timing differences (199) (289) (1) (88)
511 262 (8) (99)
19. Deferred income The Group The Company
2003 2002 2003 2002
£000 £000 £000 £000
Deferred income at 1 April 2002 270 329 39 41
Grants received — 15 — —
Profit and loss account (40) (74) (2) (2)
Deferred income at 31 March 2003 230 270 37 39 35
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
20. Called up Share Capital 2003 2002
£000 £000
Authorised:
110,000,000 (2002: 110,000,000) Ordinary 5p shares 5,500 5,500
Allotted and fully paid:
86,076,072 (2002: 78,258,172) Ordinary 5p shares 4,304 3,913 
During the year 7,817,900 ordinary shares, having a nominal value of £390,895, were issued at a value of £1,160,958 as part of the
contingent consideration for the acquisition of Paradise Datacom (see note 2(b)).
At 31 March 2003 there were outstanding options under the Executive Option Scheme in respect of 2,640,000 ordinary shares,
exercisable between 2003 and 2013 at prices varying between 10.5p and 36p per share, outstanding options under the Savings
Related Scheme in respect of 744,640 ordinary shares, exercisable in 2006 at a price of 34p and outstanding options under the
International Sharesave Scheme in respect of 298,876 ordinary shares, exercisable in 2007 at a price of 19p. Advantage has been
taken of the exemption under UITF17 in respect of SAYE schemes.
At 31 March 2003 options over a further 700,000 shares at a price of 17p per share were outstanding from the Employee Share
Trust. The earliest performance period is the three years ending 31 March 2004.
The movement in the year in respect of share options is analysed as follows: Savings
Executive Related
Options Options
Outstanding options at 1 April 2002 3,464,224 1,325,845
Options granted during the year 670,500 —
Options exercised during the year ——
Options lapsed, closed or expired (249,270) (282,329)
Outstanding options at 31 March 2003 3,885,454 1,043,516
The figures for Executive options include the Fletcher Options and the options granted to the Chief Executive under the Employee
Share Trust.
21. Shares to be issued 2003 2002
£000 £000
Ordinary shares of 5p each to be issued — 549
Ordinary shares to be issued represents further contingent consideration payable on the Paradise Datacom acquisition in 2001.
During the year, final consideration payable under the agreement was established and shares issued as part of the final settlement
(see note 2(b)). 36
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
22. Reserves Share Capital
Premium Revaluation Redemption Merger
Account Reserve Reserve Reserve Profit & Loss
£’000 £’000 £’000 £’000 £’000
Group
Reserves at 1 April 2002 9,108 639 955 4,593 2,428 
Exchange adjustment ———— (269)
Issue of shares (4) — — (1,182) —
Loss for the year ———— (120)
Group reserves at 31 March 2003 9,104 639 955 3,411 2,039 
Share Capital
Premium OtherRedemption
Account Reserve Reserve Profit & Loss
£’000 £’000 £’000 £’000
Company
Reserves at 1 April 2002 9,108 604 955 5,984 
Issue of shares (4) — — —
Loss for the year — — — (4)
Exchange adjustment — — — (130)
Company reserves at 31 March 2003 9,104 604 955 5,850 
A profit of £284,000 (2002: profit £748,000), before payments of dividends of £288,000 (2002: £693,000), has been dealt with in the
accounts of the Company which has not presented its own profit and loss account under the exemption contained in Section 230
Companies Act 1985.
The cumulative Goodwill written off against Group reserves in respect of continuing businesses amounted to £3,635,000 (2002:
£3,635,000).
23. Reconciliation of movements on Group shareholders’ funds 2003 2002
£000 £000
Profit for the financial year 168 1,025
Equity dividends paid and proposed (288) (693)
Exchange adjustments (269) 27
Share issue costs (4) —
Ordinary shares issued for cash — 2
Contingent share consideration (1,340) (3,000)
(1,733) (2,639)
Shareholders’ funds at 1 April 2002 22,185 24,824
Shareholders’ funds at 31 March 2003 20,452 22,185
24. Commitments Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Capital expenditure contracted but not provided 198 101 — — 37
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
25. Operating Lease Commitments
The Group have the following commitments under non-cancellable operating leases within the next twelve months:
Total Total
Properties Plant 2003 Properties Plant 2002 
£000 £000 £000 £000 £000 £000
Expiring within one year —2828 16 40 56
Expiring between one and five years 914 526 1,440 522 185 707
Expiring after five years 502 — 502 380 — 380
1,416 554 1,970 918 225 1,143
The company had no commitments under operating leases (2002: £nil).
26. Contingent Liabilities and Assets
The Group’s borrowing facilities are secured by a debenture over the Group’s assets and unlimited cross guarantees given by the
Company and certain subsidiary undertakings. 
27. Financial Instrument Disclosures
The Group’s financial instruments comprise borrowings, cash at bank and various items such as trade debtors and creditors that
arise directly from its operations. The main purpose of these instruments is to raise finance for operations. The Group has not
entered into derivative transactions, with the exception of foreign exchange contracts in the normal course of trade, nor does it
trade in financial instruments as a matter of policy. The main risks arising from the Group’s financial instruments are interest rate
risk, liquidity risk and foreign currency risk. The Board’s policy on interest rate and liquidity risk is described below, and on foreign
currency risk is as set out below and in Note 1k) on Accounting Policies.
Operations are financed through a mixture of retained profits, lease finance and bank borrowings. Other than the finance leases
and loan notes, the Board’s policy is to use variable rate borrowings. To ensure continuity of debt funding the Group’s policy is to
keep the majority of debt as due in more than one year’s time. Short-term flexibility is achieved by overdraft facilities. The Group
has taken out an interest rate cap to March 2005, limiting the interest cost to 5.5% on a portion of the Group’s term loan.
The Group has taken advantage of the exemption in FRS 13 in respect of short-term debtors and creditors.
Interest rate risk profile of financial assets and financial liabilities
The only financial assets (other than short-term debtors) are cash at bank held at variable interest rates. Amounts held were:
2003 2002
£000 £000
Sterling 36 2,055
US Dollars 875 422
911 2,477 
The interest rate profile of the Group’s financial liabilities (other than short-term creditors) was:
2003 2002
Fixed rate Floating rate Total Fixed rate Floating rate Total
£000 £000 £000 £000 £000 £000
Sterling 1,770 6,406 8,176 6,935 970 7,905
US Dollars — 1,993 1,993 — 2,694 2,694
1,770 8,399 10,169 6,935 3,664 10,599 
The fixed rate financial liabilities have a weighted average interest rate of 6.4% (2002: 5.6%), a weighted average period for which
interest is fixed of 1.8 years (2002: 3.0 years) and a weighted average period until maturity of 1.8 years (2002: 3.0 years).
The floating rate financial liabilities comprise borrowings and overdrafts that bear interest at rates based on the LIBOR rate and the
Barclays Bank base rate. 38
JOB 4484 — PROOF PFP — 02.07.2003
Notes to the Financial Statements
year ended 31 March 2003
27. Financial Instrument Disclosures continued
Currency exposures and gains and losses on hedges
The Group has a US-based subsidiary company which can affect the sterling Group Balance Sheet as a result of movements in the
sterling/dollar exchange rate. The Group has partly hedged the US subsidiary companies net asset exposure at 31 March 2003 and
the net currency movements on these net assets less related borrowings are recognised at each year end and recorded through
reserves.
The Group enters into forward foreign exchange currency contracts to eliminate the currency exposures on sales denominated in
foreign currency once a significant customer order has been received. The forward contracts existing at the year end amounted to
£2,644,000 (2002 £3,160,000) which results in an unrecognised exchange profit of £41,261 (2002: £48,821) when compared with
the year end exchange rate.
The profit of £48,821 carried forward at 31 March 2002 was recognised in the year to 31 March 2003. The profit of £41,261 is
expected to be recognised in the year to 31 March 2004. There are no significant Group foreign currency monetary assets or
liabilities that are not subject to foreign exchange contracts.
Maturity of financial liabilities
The maturity profile of the Group financial liabilities was as follows:
2003 2002
£000 £000
In one year or less or on demand 4,835 4,509
In more than one year but not more than two years 1,990 3,153
In more than two years but not more than five years 3,344 2,937
10,169 10,599
Borrowing Facilities
The Group has the following undrawn committed borrowing facilities:
2003 2002
£000 £000
Expiring in less than one year 921 7,304
Expiring in more than one year but not more than two years — 750
In more than two years 1,077 1,250
1,998 9,304
Fair value of financial liabilities and assets
The fair value of fixed rate financial liabilities at 31 March 2003 compared with the recorded book value was:
2003 2002
Book Value Fair value Book Value Fair value
£000 £000 £000 £000
Short-term borrowings 563 571 2,424 2,350
Long-term Borrowings 1,207 1,224 4,511 4,373
1,770 1,795 6,935 6,723
The fair value of other financial liabilities and assets is not considered to be materially different from recorded book values. 39
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
28. Pension Scheme 
The Company operates a pension scheme with both a defined benefit and money purchase section for eligible employees of
participating Group undertakings.
SSAP 24 Valuation
The latest actuarial triennial valuation on an ongoing basis of the Group defined benefit pension scheme was prepared as at
31 March 2002, when the market value of the Scheme assets amounted to £11.9 million. The principal assumption adopted was
that the long-term rate of return on investments would exceed the average annual increases in pensionable earnings by 2%
per annum. At 31 March 2002 the assets of the Scheme were sufficient to cover 60% of its accrued liabilities, with full allowance
for future increases in earnings, including additional leavers’ benefits arising under the Social Security Act 1990, but making no
allowance for any increases in pensions in payment under that Act. 
The total pension costs for the Group, determined in accordance with the advice of qualified actuaries, consistent with SSAP 24,
are set out in Note 7, and include contributions amounting to £300,000 in respect of the Group’s money purchase schemes.
The defined benefit pension scheme owns the 999 year lease of the premises occupied by Labtech Ltd at Presteigne, Powys.
The premises are let under a 24 year lease expiring in 2018 at a current commercial rental of £72,000 per annum.
Minimum Funding Requirement (MFR)
The Group has agreed a Schedule of Contributions with the Trustee of the Group’s Defined Benefit Pension Scheme, as required by
the MFR regulations. Payment of £968,000 was made during the year and payments of £1,290,000 are to be made each year
thereafter for nine years, subject to review of the Schedule during that period. In addition, the Group has arranged a £2.4 million
guarantee in favour of the Scheme, based on certain of the Group’s assets.
FRS 17
The profit and loss account charge for pension costs, the accounting policies and the disclosures above are given on the basis of
Statement of Standard Accounting Practice 24. SSAP 24 is going to be replaced by Financial Reporting Standard 17. The
additional disclosures which follow are given in preparation for FRS 17 being adopted. They are based on a full actuarial review at
1 April 2002 updated to give figures at 31 March 2003 and relate only to the defined benefit section.
a) Contributions
The defined benefit scheme employers’ contributions for the year were £1,154,000 and the employers’ contribution rate was
fixed at 12% of pensionable pay until the transfers of all members to the defined contribution section of the scheme with
effect from 1 October 2002. Additional contributions are being made to the scheme at a rate of £1,290,000 per annum, with
effect from 1 July 2002.
b) FRS 17 balance sheet information
Long-term rate of Long-term rate of
Value at 31 March return expected at Value at 31 March return expected at
2003 31 March 2003 2002 31 March 2002
£000 % £000 %
Equities 5,917 7.50 11,231 7.00
Property 1,313 7.50 625 5.50 
Bonds 693 5.00 ——
Cash 924 3.75 ——
Fair value of assets 8,847 11,856 
Present value of scheme liabilities (22,680) (19,917)
Actuarial deficit (13,833) (8,061)
Deferred tax 4,150 2,418 
Actuarial deficit after deferred tax (9,683) (5,643)
All of the £9,683,000 (2002: £5,643,000) would have been shown as a liability had the Group’s balance sheet been prepared 
under FRS 17. 40
JOB 4484 — PROOF PFP — 02.07.2003
28. Pension Scheme continued
c) Profit and loss account reserve
2003 2002
£000 £000
As reported on SSAP 24 2,039 2,428 
SSAP 24 pensions credit (net of £114,000 (2002: £Nil) deferred tax) 267 —
Excluding SSAP 24 balance 2,306 2,428
FRS 17 Actuarial deficit after deferred tax (9,683) (5,643)
On FRS 17 basis (7,377) (3,215)
d) Net assets
2003 2002
£000 £000
As reported on SSAP 24 20,452 22,185
SSAP 24 pensions prepayment (net of £176,000 (2002: £Nil) deferred tax) (411) —
Excluding SSAP 24 balance 20,041 22,185
FRS 17 Actuarial deficit after deferred tax (9,683) (5,643)
On FRS 17 basis 10,358 16,542
e) Assumptions
The major assumptions used by the actuary in assessing scheme liabilities on a FRS 17 basis were:
At 31 March At 31 March
2003 2002
% %
Rate of increase in salaries 3.10 3.00 
Rate of increase in pensions in payment 2.60 2.50
Discount rate 5.75 6.00
Inflation assumption 2.60 2.50 
Notes to the Financial Statements
year ended 31 March 2003 41
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
28. Pension Scheme continued
f) Other information
The following amounts would have been recognised in the performance statements for the year ended 31 March 2003 under the
requirements of FRS 17:
£000
Operating profit
Current service cost (220)
Past service cost —
Total operating charge (220)
Other finance income
Expected return on pension scheme assets 773 
Interest on pension scheme liabilities (1,175)
Net return (402)
Statement of total recognised gains and losses
Actual return less expected return on pension scheme assets (4,060)
Experience gains and losses arising on scheme liabilities (817)
Changes in assumptions underlying the present value of the scheme liabilities (1,427)
Actuarial loss recognised in STRGL (6,304)
Movement in deficit in year
Deficit in scheme at start of year (8,061)
Movement in year:
Current service cost (220)
Contributions 1,154 
Past service cost —
Other finance income (402)
Actuarial loss (6,304)
Deficit at year end (13,833)
Details of experience gains and losses for the year ended 31 March 2003
Difference between the expected and actual return on scheme assets:
Amount (£’000) (4,060)
Percentage of scheme assets 46%
Experience gains and losses on scheme liabilities:
Amount (£’000) (817)
Percentage of present value of the scheme liabilities 4%
Total amount recognised in statement of total recognised gains and losses:
Amount (£’000) (6,304)
Percentage of present value of the scheme liabilities 28%
29. Employee Shares Trust
The Intelek plc Employees’ Trust (“the Trust”) , was established by a deed on 7 November 1991 made between the Company and EFG
Reads Trustees Limited of Jersey. The Trust was established for the benefit of the bona fide employees or former employees of the
Company and other Group Companies (“the Beneficiaries”). The Trust is a Discretionary Trust whose assets are shares in the Company
and the Trustees have full authority and power to distribute such shares as they deem fit to the Beneficiaries. In addition, the Trustees
may satisfy options granted by the Company to participants in one or more of the Group’s Share Option Schemes should the Trustees
in their absolute discretion and with the agreement of the Company decide to do so. Administration costs amount to £5,000 per
annum. As of 31 March 2003, the Trust held 1,490,060 (2002: 1,490,060) Ordinary shares of 5p each in the capital of the Company
(1.73% of the allotted share capital), the market value of which at 31 March 2003 was £74,503 (2002: £338,989) i.e. 5.25p per share
(2002: 22.75p per share). Dividends on these shares have not been waived. As of 31 March 2003 4,928,970 (2002: 4,790,069) shares of
the Company are under option to the participants in the Group’s Share Option Schemes and the Trustees may by agreement with the
Company use all or any of the shares in the Trust to satisfy such options. As of today’s date, 700,000 shares under option are
outstanding over the shares in the Trust. 42
JOB 4484 — PROOF PFP — 02.07.2003
Five Year Summary
2003 2002 2001 2000* 1999*
£000 £000 £000 £000 £000
Turnover
Continuing operations 41,418 39,823 32,537 30,670 25,851 
Discontinued operations 176 917 3,383 2,956 8,888 
Total Turnover 41,594 40,740 35,920 33,626 34,739 
Headline Operating Profit
Continuing operations 2,905 3,302 2,795 2,630 523 
Discontinued operations (443) (152) 165 (171) (97)
2,462 3,150 2,960 2,459 426 
Interest (745) (716) (558) (651) (950)
Headline Profit 1,717 2,434 2,402 1,808 (524)
Amortisation of goodwill (803) (696) (57) — —
Exceptional Items (415) (228) (273) (55) (3,908)
Profit/(loss) before taxation 499 1,510 2,072 1,753 (4,432)
Taxation (331) (484) (828) (424) (68)
Profit/(loss) of the year/period 168 1,026 1,244 1,329 (4,500)
Dividends (288) (693) (605) (313) (182)
Transfer to/(from) reserves (120) 333 639 1,016 (4,682)
Earnings per Ordinary share (pence)
Headline 1.41 2.37 3.87 3.32 (1.48)
Basic 0.21 1.34 2.81 2.99 (10.99)
Diluted 0.21 1.20 2.78 2.98 (10.99)
Dividends per Ordinary share (pence) 0.34 0.90 0.90 0.75 0.45 
Net Borrowings (9,259) (8,123) (5,494) (5,882) (7,828)
Shareholders’ funds 20,452 22,185 24,824 5,321 4,179 
* These have been restated to comply with the requirements of FRS 19 “Deferred Taxation”. 43
INTELEK Report and Accounts 2003
JOB 4484 — PROOF PFP — 02.07.2003
Notice of Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at the premises of Intelek plc, South
Marston Park, Swindon, Wiltshire, SN3 4TR on Friday, 12 September 2003 at 3.00 pm for the following purposes:
Ordinary Business
1 To receive and adopt the Statement of Accounts for the year ended 31 March 2003 together with the last Directors’ report,
the last Directors’ remuneration report and the auditors’ report on those accounts and the auditable part of the
remuneration report.
2 To declare a final dividend for the year ended 31 March 2003.
3 To re-elect Mr Kevin Neil Edwards as a Director.
4 To re-elect Mr James Patrick Dixon as a Director.
5 To reappoint RSM Robson Rhodes LLP as Auditors to hold office from the conclusion of the meeting to the conclusion of
the next meeting at which the accounts are laid before the Company.
6 To authorise the Directors to fix their remuneration of the Auditors.
Special Business
To consider and, if thought fit, to pass Resolutions 7, 8 and 9, as to which 7 will be proposed and voted on as an Ordinary
Resolution, and 8 and 9 will be proposed and voted on as Special Resolutions.
7 That the Directors be and are hereby generally and unconditionally authorised pursuant to the provisions of Section 80 of
the Companies Act 1985 (“Act”) to exercise all the powers of the Company to allot relevant securities as defined by such
Section provided that:
a) the maximum amount of such securities that may be allotted under this authority (within the meaning of that Section) is
£1,407,645; and
b) this authority shall, unless it is (prior to its expiry) duly revoked or is renewed, expire at the conclusion of the Annual
General Meeting of the Company to be held in 2004 or fifteen months from the date of passing this Resolution
(whichever shall occur first) save that the Company may, before such expiry, make an offer or agreement which will or
may require relevant securities to be allotted after such expiry and the Directors of the Company may allot relevant
securities in pursuance of such offer or agreement as if the power conferred hereby had not yet expired;
and provided also that the authority granted by this Resolution is in substitution for any existing authority to allot relevant
securities previously granted to the Directors which (to the extent that it remains in force and unexercised) is hereby
revoked.
8 That the Company be authorised pursuant to Section 166 of the Act to make market purchases (as defined by Section 163
of that Act) of Ordinary shares of 5p in the capital of the Company on such terms as the Directors of the Company may
determine, provided that such authority shall be limited as follows:
a) the Company shall purchase not more that 8,607,607 Ordinary Shares of 5p each (representing 10 per cent of the
Company’s issued ordinary share capital);
b) the price per Ordinary Share (exclusive of dealing and other incidental costs and stamp duty) to be paid by the
Company shall be:
i) not less than 5p; and
ii) not more than 105% of the average of the middle market quotations of the shares in question taken from The
London Stock Exchange daily official list for each of the five business days immediately preceding the date upon
which the purchase is made;
c) the authority granted by this Resolution shall, unless it is (prior to its expiry) duly revoked, expire at the conclusion of
the Annual General Meeting to be held in 2004 or twelve months from the date of passing this Resolution (whichever 44
JOB 4484 — PROOF PFP — 02.07.2003
Notice of Meeting
shall occur first). However, the Company may purchase its own shares of 5p each after this date provided that any such
purchase is made pursuant to a contract concluded before this authority expires, and provided also that the authority
granted by this Resolution is in substitution for any authority to purchase its own shares previously granted to the
Company which (to the extent that it remains in force and unexercised) is hereby revoked.
9 That, subject to and conditional upon the passing of Resolution 7 set out above, the Directors of the Company be and are
hereby empowered pursuant to Section 95 of the Act to allot equity securities (within the meaning of Section 94 of the Act)
for cash pursuant to Section 80 of the said Act as if Section 89(1) of the said Act did not apply to any such allotment,
provided that this power shall be limited to:
a) the allotment of equity securities in connection with a rights issue in favour of or general offer to Ordinary shareholders
where the equity securities respectively attributable to the interests of all the Ordinary shareholders are proportionate (as
nearly as may be) to the number of Ordinary shares held by them (but subject to such exclusion and other arrangements
as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements and any legal or
practical difficulties or the requirements of any regulatory body or stock exchange); and
b) the allotment, otherwise than pursuant to subparagraph a) above, of equity securities up to an aggregate nominal value
of £215,190;
and shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2004 or fifteen months from
the date of passing this Resolution, whichever shall occur first, save that the Company may before such expiry make an
offer or agreement which would or may require equity securities to be allotted after such expiry and the Directors of the
Company may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not
expired and provided also that the authority and power hereby conferred shall be in substitution for any previous authority
conferred upon the Directors pursuant to the said Section 95 prior to the date of passing this Resolution.
By Order of the Board
K N Edwards 
Director and Secretary
South Marston Park, Swindon, Wiltshire, SN3 4TR 
9 June 2003
Notes
1 To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of
votes they may cast), members must be entered on the Company’s register of members by close of business on
Wednesday, 10 September 2003.
2 A member entitled to vote at the above meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote
instead of the member. A proxy need not also be a member of the Company.
3 A form of proxy for the use of members is enclosed with this notice. To be effective the form of proxy must be deposited,
duly completed and signed, at the Company’s registrars, Northern Registrars Limited, Northern House, Woodsome Park,
Fenay Bridge, Huddersfield, HD8 0LA not less than forty-eight hours before the time appointed for the holding of the
meeting. Completion of the proxy does not preclude a member from subsequently attending and voting at the meeting in
person if he so wishes.
4 There will be available for inspection at the Registered Office of the Company during normal business hours from the date of
this notice until the date of the Annual General Meeting, and at the place of meeting from 2.00 pm on 12 September 2003
until the conclusion of the meeting, the register of Directors’ interest in accordance with Section 325 of the Companies
Act 1985. 45
Group Company Addresses
Registered Office
Intelek plc
PO Box 25, South Marston Park, 
Swindon, Wiltshire, SN3 4TR
Tel: (01793) 827000  
Fax: (01793) 827578
E-mail: info@intelek.plc.uk
Website: www.intelek.plc.uk
Trading Subsidiaries
CML Group Ltd.
Price Street, Birkenhead, 
Wirral, CH41 3PT
Tel: (0151) 647 5531   
Fax: (0151) 650 0668
E-mail: enquiries@cml-group.com
Website: www.cml-group.com
Labtech Limited
Broadaxe Business Park, 
Presteigne, Powys, LD8 2UH
Tel: (01544) 260093   
Fax: (01544) 260310
E-mail: ptfe@labtech.ltd.uk
Website: www.labtechcircuits.com
Paradise Datacom Limited
1 Wheaton Road, Witham,
Essex, CM8 3TD
Tel: (01376) 515636   
Fax: (01376) 533762
E-mail: admin@paradise.co.uk
Website: www.paradise.co.uk
Paradise Datacom LLC
1012 E. Boal Avenue, Boalsburg, PA 16827, USA
Tel: (001) 814 466 6275   
Fax: (001) 814 466 3341
E-mail: sales@paradisedata.com
Website: www.paradise.co.uk
Pascall Electronics Limited
Westridge Business Park, Cothey Way,
Ryde, Isle of Wight, PO33 1QT
Tel: (01983) 817300   
Fax: (01983) 564708
E-mail: enquiries@pascall.co.uk
Website: www.pascall.co.uk P .O. Box 25, South Marston Park,
Swindon, Wiltshire, SN3 4TR, UK
Tel: +44 (0)1793 827000
Fax: +44 (0) 1793 827578
E-mail: info@intelek.plc.uk
Web site: www.intelek.plc.uk