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Annual Report and Accounts
for the year ended 30 September 2015
Innovative Technology Solutions
Annual Report and Accounts for the year ended 30 September 2015
2015
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About Sanderson
Sanderson is a publicly owned UK provider of software solutions and IT 
services. We supply innovative, market-focused solutions primarily to the 
multi-channel retail and manufacturing sectors
Highly experienced in the markets we serve, we forge long-term relationships with our 
customers. This allows us to consistently deliver real business benefit and help our 
customers achieve rapid return on their investment in IT.
Established in 1983, Sanderson has a multi-million pound turnover and a track record 
of profitable trading. We strive to be the best in our chosen fields and achieve market 
leadership through the quality of our products, people and services.
Contents
Our Business
Highlights 01
At a glance 02
Chairman’s statement 04
Group Chief Executive’s business review 06
Strategic report 09
Digital Retail market review 12
Target market information 13
Recent senior appointments and  
key management 14
Our Governance
Board of directors 16 
Group information 17
Governance statement 18
Directors’ report 20
Our Financials
Independent auditor’s report to the  
members of Sanderson Group plc 22
Consolidated income statement 23
Consolidated statement of 
comprehensive income 24
Consolidated statement of  
financial position 25
Consolidated statement of  
changes in equity 26
Consolidated statement of  
cash flows 27
Notes to the consolidated  
financial statements 28
Independent auditor’s report to the 
members of Sanderson Group plc 56
Company statement of  
financial position 57
Company statement of cash flows 58
Company statement of  
changes in equity 59
Notes to the Company financial 
statements 60
Shareholder Notes 68
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01 Stock code: SND www.sanderson.com
Our Business
Financial
   Revenue increased to £19.18 million (2014: £16.41 million).
   Pre-contracted recurring revenues of £9.77 million (2014: £8.76 million), representing approximately 51% of total revenue; gross 
margin from recurring revenues covered 67% of total Group overhead (2014: 71%).
   Operating profit* increased 16% to £3.30 million (2014: £2.84 million).
   Profit before tax of £2.03 million (2014: £1.92 million).
   Basic earnings per share of 3.4 pence (2014: 3.1 pence).
   Adjusted** earnings per share of 5.1 pence (2014: 4.6 pence).
   Net cash at year-end of £4.61 million (2014: £6.16 million) after acquisition related cash consideration payments of £1.9 million.
   Proposed final dividend up 20% to 1.2 pence per share (2014: 1.0 pence; 2013: 0.85 pence), making total for year of 2.1 pence 
(2014: 1.8 pence; 2013: 1.5 pence).  
Highlights
 17%  16%  17%
Operational
  Strong trading momentum in Multi-Channel retail complemented by significant growth in digital retail businesses with One iota 
revenues up 70%.
  Introduction of new UnityExpress ERP product targeting newer manufacturing businesses gaining good traction with three new 
client wins.
  Appointments of Ian Newcombe as Group CEO and David Gutteridge as non-executive director in June 2015.
  New Three Year Plan adopted; future reporting of divisional performance to change to Digital Retail and Enterprise Software. 
Revenue Operating Profit* Total Dividend
†
to £3.30 million
(2014: £2.84 million)
to £19.18 million
(2014: £16.41 million)
to 2.1 pence
(2014: 1.8 pence)
* Operating profit is stated before amortisation of acquisition-related intangibles, share-based payment charges and acquisition-related and restructuring costs.
** Adjusted for amortisation of acquisition-related intangibles, share-based payment charges and acquisition-related and restructuring costs.
†
 Interim and declared final dividend in respect of the financial year.
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 02
At a glance
230+
Employees
Sales & Marketing
Technical
Finance & Admin
550+
Customers
Predominantly small & 
medium enterprises 
(SMEs)
Strong market position 
driven by innovation
Well-established, UK-owned
provider of IT solutions
Substantial software IPR 
& expert knowledge of 
target markets
c.£19m
Revenue
Sanderson Group plc is a well-established and 
profitable software and IT services business 
specialising in the multi-channel retail and 
manufacturing markets. 
Operating primarily in the UK and Ireland, the Group provides its customers with 
enterprise systems designed to help them run their businesses efficiently and 
profitably.
   A robust and resilient business
   550 customers and 230+ employees
   IT solutions provider with extensive software IPR and expert 
knowledge of target markets
   Strong market position driven by innovation
   Substantial recurring revenues
   Long-term customer relationships built on high quality service and support
Sanderson serves customers nationwide from seven 
locations around the UK
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03 www.sanderson.com
Our Business
Stock code: SND
Digital retail technology for increased sales
As a long-standing supplier of software and services to 
retail, mail order, catalogue, fulfilment, wholesale and 
online businesses, Sanderson has a unique understanding 
of omni-channel sales. We offer a comprehensive range 
of IT solutions to meet the needs of organisations in this 
sector. Sanderson provides in-store technology, integrated 
back-office and ecommerce systems which underpin 
online operations, and is a major provider of IT solutions to 
the wholesale and cash and carry industry. With systems 
that are flexible and capable of growing as business 
requirements change, we deliver trusted solutions which 
help our customers achieve return on their investment.
Our online, in-store and interactive solutions enable retailers 
to keep pace with new devices, technologies and channels 
and include: desktop, mobile web, mobile apps, in-store 
till (EPoS) apps, assisted selling iPads, kiosk deployments, 
mobile payments such as Apple Pay, beacon technology 
and interactive digital signage.  All of which help our retail 
customers to transform the shopping experience; driving 
consumer engagement, retention and increased sales.
Boosting efficiency & profitability
Sanderson has been helping UK manufacturers succeed 
with IT for over 30 years, delivering proven software 
and long-term value. Our latest business systems, ERP 
(Enterprise Resource Planning) software and cloud-based 
solutions, support many sectors and types of manufacturing 
and are specifically designed for the markets they address 
- discrete manufacturing, food and drink processing, print 
and distribution.
Designed for modern manufacturing, our latest ERP and 
MRP software helps manufacturing and engineering 
businesses improve processes, manage the supply chain 
and provide excellent customer service. Whilst our specialist 
food and beverage ERP, allows food and drink companies 
to manage their production, recipes and new product 
development along with sales, finance and regulatory 
compliance.
Our range of Green IT and Factory and Warehouse 
Automation solutions improve efficiency in manufacturing 
and bring many cost saving benefits to customers.
Transforming the shopping experience with ecommerce in-store
Proven solutions for manufacturing excellence
Multi-Channel Retail
Manufacturing
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 04
Chairman’s statement
Christopher Winn
Chairman
Sanderson Group plc is a software and IT 
services business specialising in multi-
channel retail and manufacturing markets 
in the UK and Ireland.
Financial results
The trading results for the year ended 
30 September 2015 are in line with 
market expectations and show Group 
revenue growing to £19.18 million 
(2014: £16.41 million) and adjusted 
operating profit (stated before the 
amortisation of acquisition-related 
intangibles, share-based payment charges 
and acquisition-related and restructuring 
costs) growing to £3.30 million 
(2014: £2.84 million), an increase of 16%.
Overall, gross margin has been maintained 
at 85% (2014: 85%), reflecting a 
continuing emphasis on the supply of 
Sanderson proprietary software and 
services. The Group’s order book remains 
strong and at the year-end stood at a 
robust £2.35 million (2014: £2.41 million).
The Group’s cash generative business 
model has enabled Sanderson to invest 
in excess of £3 million during the year to 
further develop the Group’s operations, 
including £1.9 million of consideration 
and deferred consideration payments in 
respect of acquired businesses. Following 
this investment, at 30 September 2015, 
Sanderson reported a cash balance of 
£4.61 million (2014: £6.16 million).
Dividend
This strong cash generation has enabled 
the Board to maintain a progressive 
dividend policy whilst continuing to invest 
in and to develop the Group’s businesses. 
Subject to the approval of shareholders at 
the Annual General Meeting, scheduled 
to be held on 3 March 2016, the Board 
is proposing a final dividend of 1.2 pence 
per ordinary share, making a total of 
2.1 pence for the year. This represents 
a 17% increase compared with the total 
dividend of 1.80 pence in 2014. The 
final dividend, if approved, will be paid 
on 18 March 2016 to shareholders on 
the register at the close of business on 
4 March 2016.
Strategy
The strategy of the Board is to achieve 
sustained growth by further building and 
developing the Sanderson businesses 
operating within the multi-channel retail 
and manufacturing target markets. The 
digital retail opportunity, in particular, 
provides exposure to a market sector 
which is experiencing rapid growth. Whilst 
the Group will continue to invest across 
all of its businesses, particular emphasis 
will be placed on further developing the 
range of solutions for our fast growing 
digital retail businesses, for the food and 
drink processing sector and for entry level 
systems in the manufacturing division. 
Mobile solutions continue to be developed 
across all of the Group’s target markets.
To augment organic growth, selective 
acquisition opportunities will continue to 
be considered. 
The trading results 
are in line with market 
expectations and show 
Group revenue growing 
to £19.18 million and 
adjusted operating profit* 
growing to £3.30 million, 
an increase of 16% 
* Before amortisation of acquisition-related intangibles, 
share-based payment charges and acquisition-related 
and restructuring costs
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Our Business
Digital retail, a market sector experiencing rapid growth
Management and staff
Ian Newcombe, who has made a major 
contribution to the formulation of the 
Group’s strategy and who has personally 
driven the development of the multi-
channel business, was appointed as 
Group Chief Executive on 9 June 2015. 
The Sanderson executive plc team 
comprises Ian Newcombe as Group 
Chief Executive, Adrian Frost as Group 
Finance Director and myself, as Executive 
Chairman.
The Group Board was also further 
strengthened by the appointment of 
David Gutteridge, as a non-executive 
director. David has considerable business 
experience including with Financial 
Objects plc, Cyan Holdings plc and 
previously with Sanderson Group plc as 
a non-executive director between IPO in 
2004 and 2012. David was Chairman of 
Tinglobal Limited until May 2014, when he 
led a successful trade sale to Singapore 
listed, Declout Plc.
Sanderson now employs 235 staff with 
a high level of experience and specialist 
expertise in the market sectors which the 
Group addresses. On behalf of the Board, 
I would again like to thank everyone for 
their hard work, support, dedication and 
contribution to the ongoing development 
of the Group.
Christopher Winn  
Chairman 
The Group’s cash 
generative business 
model has enabled 
Sanderson to invest in 
excess of £3 million 
during the year to further 
develop the Group’s 
operations
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 06
Group Chief Executive’s business review
Ian Newcombe
Group Chief Executive
Sanderson has 
maintained a strong 
balance sheet, a 
robust business model 
built upon long-term 
relationships with 
customers and is  
well-positioned in its 
target markets
Sanderson provides a comprehensive and 
constantly developing range of modern 
software solutions together with associated 
services to businesses in the multi-
channel retail and manufacturing markets.  
The Group’s business model has been 
developed whereby solutions primarily 
comprising Sanderson proprietary 
software are marketed, sold under 
licence, delivered, supported and serviced 
by expert Sanderson staff. The Group 
has delivered a consistent and reliable 
quality of service which has ensured the 
development of long-term relationships 
with customers.  
The Group’s solutions are developed and 
marketed to provide customers with ‘value 
for money’ IT systems which offer tangible 
business benefits and a timely return on 
investment. The primary target market 
for Sanderson comprises generally small 
and medium sized businesses. Sanderson 
solutions typically enable customers to 
increase sales and revenue whilst also 
achieving additional efficiencies by making 
and maintaining cost savings, often within 
twelve months of implementation.  
The Group has continued to invest in both 
the development of software products 
and services, as well as in sales and 
marketing. Particular emphasis has 
been placed on the Group businesses 
specialising in the development of mobile 
commerce solutions and food and 
drink processing solutions. The mobile 
commerce products, together with in-store 
technology developments, are collectively 
referred to as digital retail solutions 
which enable retailers to capitalise on 
the huge growth in the widespread 
adoption of smartphones and tablets and 
to exploit mobile as a sales channel. Full 
integration with existing business systems 
minimises duplication of data handling 
and significantly improves the return 
on investment achieved by customers 
adopting this technology. 
At the core of the Group’s well-developed 
business model is Sanderson software 
with on-premise and cloud-based 
licences, together with Sanderson 
services, provided to customers on an 
ongoing annual contractual basis. This 
recurring revenue stream is augmented 
by consultancy, support and maintenance 
services. In the year ended 30 September 
2015, pre-contracted revenues were 
£9.77 million representing 51% of total 
revenues (2014: £8.76 million). The gross 
margin from recurring revenues covered 
67% of total Group overheads in the year 
(2014: 71%).
Reflecting prior and continuing investment 
in the Group’s sales and marketing 
capacity and capability, Sanderson 
achieved an improved intake of sales 
orders in the year of £10.03 million 
(2014: £8.71 million), with 21 new 
customers being gained (2014: 17).
Acquisition
On 5 December 2014, the Group acquired 
a supplier of specialist warehouse 
management solutions, Proteus Software 
Limited, for an initial cash consideration of 
£1.40 million. Up to a further £0.5 million 
is payable in March 2016, based upon 
the trading performance of Proteus in 
the twelve months following acquisition.  
Proteus solutions, which complement 
the Group’s own products, services and 
customers, are used by businesses 
operating in the areas of third party 
logistics, warehouse management and 
supply chain distribution. The Proteus 
business has been positioned within the 
Group’s multi-channel business and its 
results are reported within this division.
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Our Business
Management expects 
to focus further efforts 
on delivering growth 
especially in the 
newly emerging digital 
retail market, where 
the Group’s One iota 
business has a growing 
presence
Review of multi-channel retail
Sanderson provides comprehensive IT 
solutions to businesses operating in the 
ecommerce, mobile commerce, retail, 
distribution, wholesale and logistics 
sectors of the UK. Mobile enablement 
and deployment continues to be a 
key business driver in this sector with 
increasing levels of business activity.
Well-positioned in this active sector, 
One iota Limited has grown revenue by 
in excess of 70% during the year. The 
wholesale distribution and cash and carry 
market has been a slower area of business 
during the year but prospects for the 
coming year have improved, driven by 
the latest enhanced version of software.  
Proteus has made a steady start as part of 
Sanderson and contributed £1.88 million 
of revenue and £58,000 of profit. The 
addition of Proteus has helped to further 
expand the Group’s presence in the areas 
of warehousing, logistics and supply 
chain. A number of internal ‘joint’ sales 
opportunities are being developed. 
The deployment and use of mobile 
technologies is continuing to grow with 
market demand accelerating. In the 
coming year, management expects to 
focus further efforts on delivering growth 
across the Group’s businesses but 
especially from the newly emerging digital 
retail market, where the Group’s One iota 
business has a growing presence.
Ten new customers were gained during 
the year, including Anzac Wines & Spirits, 
Dunsters Farm, Superdry and Matthew 
Algie (2014: ten new customers). The 
multi-channel retail division has continued 
to gain a number of large orders from 
existing customers who generally invest 
in and deploy the latest technologies to 
attract new customers and to maximise 
sales.
Divisional revenue rose by 31% to 
£12.71 million (2014: £9.68 million) 
and operating profit rose by 39% to 
£2.62 million (2014: £1.89 million).  
The year-end order book continued 
to be strong at £1.45 million 
(2014: £1.48 million) and with good 
sales prospects, the multi-channel retail 
business is well-positioned to achieve its 
increased trading targets for the current 
financial year ending 30 September 2016.
Review of manufacturing
Businesses in the food and drink 
processing sectors and engineering, 
plastics, aerospace, electronics, print 
(‘general manufacturing’), represent the 
main areas of specialisation for Sanderson 
in manufacturing markets. The overall 
divisional trading performance was lower 
than expected and this contrasted with 
the strong trading performance of the prior 
year.  
Sanderson continues to invest in product 
development and in its sales and 
marketing capability with a focus on the 
food and drink business. Traceability of 
products and ingredients through the 
food manufacturing and supply chain is 
a strong feature of the Sanderson food 
and drink solution — a key requirement 
for businesses operating in the food and 
drink industry. The Group business which 
focuses on customers operating in this 
food and drink market sector experienced 
some delay in the receipt of expected 
sales orders and delivered a lower level of 
profitability as a result. However, one large 
order with a value in excess of £400,000 
was gained just after the year-end and 
the outlook for the current year to 30 
September 2016, is much improved. 
The Sanderson business which addresses 
the general manufacturing market 
improved its trading performance and 
this improvement is expected to continue 
into the current year. The introduction of 
the new UnityExpress ‘ERP’ (‘Enterprise 
Resource Planning’) product aimed at new 
and emerging manufacturing businesses 
has proved successful and three new 
customers were gained in the year, albeit at 
an average contract value of in the region of 
£35,000, compared with the average value 
experienced by the remainder of the Group 
of nearer £75,000 across the 21 new 
customer contracts signed in the year. It is 
expected that UnityExpress will augment 
the Unity solution, which is targeted at 
larger businesses.
One iota has grown revenue by in excess of 70% during the year
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 08
Eleven new customers were gained during 
the year, including Simtom Food Products, 
Summit Chairs, St Marcus Fine Foods, 
Wine Bottling Solutions, Purdie Dished 
Ends and NutriFresh. This compares with 
seven new customers in the prior year.  
Large projects with existing customers 
included Food Partners, Cook Trading and 
Freddy Hirsch.  
Revenue for the year was £6.48 million 
(2014: £6.74 million) and operating 
profit was £680,000 (2014: £952,000).  
Recurring revenue represents over 58% 
of total divisional revenue and covers over 
three-quarters of divisional overheads.  
A good start to the current year, together 
with a strong sales prospect list, should 
ensure that the manufacturing division 
achieves a much improved trading result 
for the full year ending 30 September 
2016.
Outlook
The Board has adopted a three-year 
strategy and has an internal business plan 
which seeks to further develop the Group 
both organically as well as by way of 
selective acquisitions, thereby increasing 
profitability, dividends and shareholder 
value. The Board believes that the Group’s 
digital retail business will enhance the 
Group’s ability to develop and expand.  
Revenues derived from the digital retail 
market have grown from £4.53 million 
in the year ended 30 September 2014 
to £5.87 million in the year ended 30 
September 2015. Reflecting the growing 
importance of the Group’s digital retail 
business, going forward, the Group 
intends to report its breakdown of 
divisional results in terms of a Digital 
Retail business division and an Enterprise 
Software division,which consist of a 
manufacturing business and a warehouse 
and logistics business. The Board will 
continue to invest in its ERP software 
businesses, in order to ensure that 
product offerings continue to both attract 
new customers as well as to maximise and 
encourage additional investment in system 
enhancements from existing customers.  
The combination of more rapid growth 
available via a Digital Retail division and 
the steadier growth from the Enterprise 
Software business is expected to enable 
the Group to meet its strategic targets over 
the next three years and beyond. 
Sanderson has maintained a strong 
balance sheet, a robust business model 
built upon long-term relationships with 
customers generating strong recurring 
revenues and is well-positioned in its 
target markets. Together, these factors 
provide the Board with a good level of 
confidence that, at this early stage of the 
new financial year, the Group will make 
further progress and deliver trading results 
which are, at least, in line with market 
expectations for the year ending  
30 September 2016.
Ian Newcombe 
Group Chief Executive
The Sanderson business 
which addresses the 
general manufacturing 
market improved its 
trading performance 
and this improvement is 
expected to continue into 
the current year
The Board will continue to invest in its ERP software
Group Chief Executive’s business review
continued
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Our Business
Strategic report
Adrian Frost
Finance Director
The Sanderson Board 
remains committed to 
pursuing a growth strategy 
based upon a conservative 
financing policy, the 
cornerstone of which is a 
strong balance sheet.
2015
2.1p
2013
1.5p
2014
1.8p
2015
£19.2m
2013
£13.8m
2014
£16.4m
Revenue
Dividend for financial year
Trading results
The Group’s strategy is to achieve growth 
by continuing to build upon and to further 
develop the Group’s businesses operating 
within the multi-channel retail and 
manufacturing markets. Organic growth 
will be augmented by earnings-enhancing 
acquisitions that can be identified as 
complementing the Group’s existing 
operations, whilst retaining a strong 
balance sheet including positive cash 
balances. 
The financial year ended 30 September 
2015 has demonstrated the benefit to be 
derived from the strategy set out in the 
foregoing paragraph. Organic growth in 
revenue of almost 6% and in operating 
profit before amortisation of acquisition-
related intangibles, share-based payment 
charges and acquisition-related costs 
(‘operating profit’) of 11% has been 
augmented by a positive contribution 
from Proteus Software Limited, the 
specialist provider of Warehouse 
Management Systems acquired in 
December 2014. Including the effect of 
the acquisition, revenue increased by 17% 
to £19.18 million (2014: £16.41 million) 
and operating profit increased by 16% to 
£3.30 million (2014: £2.84 million). 
Reference has been made in the Group 
Chief Executive’s business review to the 
performance of the Group’s digital retail 
activities during the year with One iota 
Limited, the Group’s 2013 acquisition, 
growing revenue by over 70%. The 
results of this business have led to an 
acceleration in the payment of deferred 
consideration relating to the acquisition, 
with an amount originally expected to be 
paid in December 2016 now due to be 
paid one year earlier. This has led to an 
acquisition-related financial expense being 
charged in the income statement, a non-
cash charge representing the difference 
between the fair value of deferred 
consideration at the acquisition date and 
the actual amount expected to be paid in 
December 2015. 
A more detailed review of the financial 
year is provided in the Chairman’s 
statement.
Statement of financial position
The Sanderson Board remains committed 
to pursuing a growth strategy based 
upon a conservative financing policy, the 
cornerstone of which is a strong balance 
sheet. The Group has an established 
history of converting substantially all 
of its profit to cash. At 30 September 
2015, after the payment of £1.94 million 
consideration and deferred consideration 
in respect of acquired businesses, the 
Group had no debt and the net cash 
balance was £4.61 million (2014: 
£6.16 million). 
The Group continues to invest in product 
development to ensure the solutions 
marketed by Sanderson remain modern 
and competitive, whilst at the same time 
adopting a conservative accounting 
policy in respect of the treatment of such 
development expenditure that ensures 
a significant proportion of the annual 
development spend is expensed in line 
with revenues generated. During the year 
expenditure totalling £2.64 million (2014: 
£2.34 million) was incurred, of which 
£1.82 million (2014: £1.66 million) was 
expensed against operating profit. 
Treasury
The Group manages its treasury function 
as part of the central finance department. 
Whilst substantially all of the Group’s 
operations are UK based, the acquisition 
of Proteus Software Limited in December 
2014 has increased the number of 
customers with whom the Group transacts 
in Euros rather than Sterling.  
At 30 September 2015 cash balances 
were £4.61 million, of which approximately 
£300,000 was held in Euros. The Board 
has reviewed the Group’s medium-term 
strategy and concluded that key strategic 
developments are achievable whilst 
retaining a positive cash balance.
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 10
Key performance indicators
The following KPIs are some of the tools used by management to monitor the 
performance of the operating businesses within the Group, in addition to the more 
traditional income statement, statement of financial position and cash flow analysis 
reviewed at regular Board meetings. 
Indicator 2015 2014
Revenue per employee £88,000 £85,000
Operating profit as a percentage of revenue 17.2% 17.3%
Order intake £10.03m £8.71m
Debtors over 60 days as percentage of total debtors 12.4% 10.9%
Dividend cover 2.33 2.40
Revenue per employee is used as a 
broad measure of efficiency. The Group 
has set a target of £100,000 for revenue 
per employee. The ratio has improved 
by over 3% during the year and further 
improvement is anticipated in 2016 
as the Group is considering a number 
of measures to improve operational 
efficiency. 
The regular monitoring of order intake 
is an important indicator of likely trading 
performance in the short term as well as 
providing an indication as to confidence 
levels within the customer community. 
Whilst the figures presented above 
show annual order intake, management 
monitors this measure on a monthly basis. 
The measure is monitored in conjunction 
with the value of the order book as a 
strong order book enables the Group 
to continue to trade profitably when a 
temporary downturn in order intake is 
experienced. Order intake increased by 
15% in the year to 30 September 2015. 
Overdue debt levels have increased over 
the course of the year to 30 September 
2015. Whilst payment terms are not 
contingent on project milestones, a 
number of customers may delay payment 
until milestones are met. This trend has 
increased over the course of the year, 
impacting on the ratio reported above. A 
recent change of responsibilities within the 
credit control function has been made to 
provide more support to project delivery 
teams in collecting overdue cash. 
Dividend cover compares adjusted diluted 
earnings per share to the dividend per 
share declared for the financial year, 
which is subject to approval at the Annual 
General Meeting due to be held on  
3 March 2016. The Board intends to 
pursue a progressive dividend policy 
as trading results continue to improve.
The dividend cover measure provides an 
indication as to the proportion of overall 
earnings paid as dividends. 
Principal risks
Risk management is an important part of 
the management process throughout the 
Group. Regular reviews are undertaken 
to assess the nature of risks faced, 
the magnitude of the risk presented to 
business performance and the manner in 
which the risk may be mitigated. Where 
controls are in place, their adequacy is 
regularly monitored. 
Organic growth augmented by 
acquisition of Proteus, warehouse 
management software provider
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Our Business
The risks considered to be particularly important at the current time are set out below:
Risks Potential Impact Mitigation
Economic As a supplier to the multi-channel retail and manufacturing 
markets a downturn in the economic climate affecting these 
sectors may lead to a reduced spend on IT systems and 
services by customers and prospective customers.
The Group strives to offer solutions that provide a demonstrable 
return on investment for both existing as well as new 
customers, as a strategy to capture more of our customers’ 
budgeted IT spend. Forward looking indicators such as order 
intake are regularly reviewed to identify potential deterioration 
in market conditions.
Product 
development
The Group operates in dynamic markets and must ensure the 
solutions it offers remain competitive. Failure to do so may 
lead to a loss of business with customers and prospective 
customers obtaining more relevant solutions from elsewhere. 
Sanderson regularly discusses business requirements with 
customers and prospective customers. Over 50% of product 
development is in response to specific requirements ensuring 
new product offerings accurately reflect the needs of the 
markets served. 
People An experienced and knowledgeable workforce is required 
to develop technically complex products and to deliver the 
services required to enable customers to deploy Sanderson 
solutions in their businesses. The market for skilled staff 
remains competitive and a failure to recruit and retain 
experienced staff could impact on the Group’s ability to 
develop and deliver solutions.
Providing existing staff with relevant training and career 
progression opportunities is a key priority for the business. 
Recruiting and developing new employees, when required, is 
undertaken by experienced staff to ensure the correct calibre of 
individual is identified.
Project delivery Significant revenue is generated from projects that require the 
delivery of software and services over extended timescales. 
Project failure could result in contracts being cancelled, 
impacting on profitability and cash collection.
Established procedures are used in the delivery and 
management of projects.
Financial Inaccurate financial information may result in sub-optimal 
decisions being taken by management and staff. Inadequate 
internal controls may fail to prevent the Group suffering a 
financial loss.
The systems of internal control deployed within the Group are 
designed to prevent financial loss. Controls are strongest in 
areas where management considers the potential exposure 
to the Group of material loss to be at its greatest, such as 
contract management and credit control. The adequacy and 
effectiveness of internal controls are reviewed regularly.
Acquisition risk The Group will consider complementary and earnings 
enhancing acquisitions as part of its overall growth strategy. 
Acquisitions may not always realise the benefits expected at 
the time of completion.
A failure to successfully integrate acquisitions may impact on 
Group profitability.
Due diligence appropriate to the size and nature of the 
acquisition will be undertaken and warranties and indemnities 
will be sought from vendors wherever possible. 
An integration plan will be formulated as part of the due 
diligence process and executed as rapidly as is appropriate to 
the nature of the business acquired.
Reputational The quality of references obtained from existing users of 
Sanderson software is an important part of the decision 
making process for a potential customer seeking to appoint 
Sanderson as a new supplier. Similarly, existing customers 
are more likely to extend the use of current solutions and 
purchase new products when they are confident solutions 
will be delivered on time and to budget. Poor performance or 
the provision of sub-standard products may therefore result 
in customer disputes as well as a negative impact on solution 
sales.
Sanderson strives to maintain its reputation as a supplier of 
highly functional, value for money solutions. Quality control 
is an important part of the product development process and 
senior staff are involved in managing project delivery to ensure, 
wherever possible, solutions are delivered on time and to 
budget.
By order of the Board
Adrian Frost  
Finance Director  
30 November 2015  
Sanderson Group plc, Sanderson House,  
Manor Road, Coventry, CV1 2GF
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 12
Digital Retail market review
One iota’s post Black Friday 2014 hackathon; intensive development to meet the online retail challenge ‘sell a lot, quickly’
Ian Newcombe, Group Chief Executive, and 
Damian Hanson, CEO of the Group’s One 
iota business, explain what Digital Retail is 
and why Sanderson is well positioned in this 
active sector.
A Q
 What exactly is Digital Retail?
A
  The Internet and mobile technology 
have changed the way people shop. 
Keeping the customer happy in-store 
used to be relatively straightforward. 
But today’s new, tech savvy shopper 
has high expectations. Digital Retail is 
the application of new and emerging 
technologies, in particular mobile and 
social, to connect and transform the 
shopping experience and give customers 
what they want, when and where they 
want it.
A Q
  So what do today’s customers  
really want?
A
  Online shopping is easy and convenient. 
Open 24/7, the customer can shop 
anywhere, anytime. Internet retailers 
offer great discounts, flash sales, and 
use the data they hold to market to 
customers, personalise communication, 
and meet needs at the right time. But 
there remains a place for the High Street; 
consumers still love to browse. What’s 
key, is for retailers to bridge the gap 
between online and in-store and offer the 
seamless, joined up shopping experience 
that their customers now demand.
A Q
  How do retailers who embrace 
technology gain?
A
   Retailers who fail to provide their 
customers with a fully connected 
shopping journey risk missing out 
on huge sales opportunities and the 
chance to create a retail experience 
where shoppers want to spend time and 
money. Those who do bridge the gap, 
and utilise in-store technology, such as 
transactional kiosks and assisted-selling 
iPads, can sell beyond what is simply 
‘on the shelf’. They can showcase their 
entire range, upsell, avoid lost sales 
by allowing customers to order out-
of-stock items for next day delivery, 
or use home delivery so customers 
don’t have to carry heavy shopping 
bags around. Similarly, online retailers, 
can provide ‘joined up’ shopping. For 
example, offering click and collect, 
giving shoppers the option to complete 
a transaction started online in-store, or 
returning an item to a convenient shop.
A Q
  What is the Sanderson Group’s Digital 
Retail proposition?
A
   Sanderson has a rich history of 
developing and supplying multi-channel 
retail solutions. It’s One iota business 
is at the forefront of retail technology 
working with many of the UK’s leading 
retail brands to create and implement 
exceptional shopping experiences 
using its online, in-store and interactive 
solutions. Recent new developments 
include mobile payment solutions 
like Apple Pay, interactive digital 
signage, and beacon technology which 
allows retailers to communicate with 
customers’ mobile devices and provide 
information and promotional material. 
Sanderson also provides the back 
office systems which are so crucial to 
processing sales and fulfilling customer 
orders efficiently.
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Our Business
Target market information
Managing Adelie Foods’ complex supply chain
Driving in-store sales at Superdry
Sanderson is focused on 
growth in its core markets.
Multi-Channel Retail
Multi-channel retail is an active and fast 
developing market where technology is 
having a major impact. 
Ecommerce now represents 24% of all 
retail sales and mobile is set to be the 
fastest growing sales channel over the 
next ten years. Click and collect will 
double in the next two years and digital 
technologies are forecast to influence 50% 
of in-store sales within a year. Yet the retail 
sector is lagging behind its customers in 
the use of technology. Many retailers offer 
neither a mobile optimised website nor 
a mobile app and according to research 
by Barclays, less than 5% consider their 
business to be at the cutting edge of 
mobile commerce. “Life will get worse for 
bricks-and-mortar retailers who do not 
embrace tech” says Retail Week. 
Retailers must adopt digital technologies 
to transform the shopping experience, 
increase customer engagement and 
retention and grow sales. Sanderson is 
well-positioned in this active market – read 
more about the work we do within our 
customer case studies.
Manufacturing
The manufacturing market is seeing 
modest growth. However, the food 
and drink sector (the UK’s largest 
manufacturing sector) is performing better 
than general manufacturing. Fuelled 
by growing food sales and new product 
development as consumer tastes and 
shopping habits change, manufacturers 
are investing in technology to run their 
businesses efficiently and manage the 
complexities of their tightly regulated 
industry.
Premium fashion retailer, Superdry, was 
looking for a technology partner to create 
a connected online and in-store shopping 
experience for its customers. Sanderson 
Group’s One iota developed an iPad-based 
solution to drive in-store sales and give 
Superdry a competitive edge. Carrying the 
iPads which are integrated with existing 
business systems, sales assistants have 
more information than ever before. They 
can check stock availability, sell the entire 
ecommerce range, including items out of 
stock in store and transact anywhere. With 
the solution now implemented in all UK 
stores, Superdry is experiencing improved 
sales performance and excellent return on 
investment.
With an annual turnover of £295m, Adelie 
Foods is the UK’s leading ‘Food to Go’ 
business, supplying the UK retail and 
foodservice sectors with an unrivalled 
portfolio of chilled food products. Their 
sandwiches, snacks and salads are 
manufactured and delivered to around 
9,000 outlets across the UK and are 
enjoyed by hundreds of thousands of 
consumers every week. Adelie use the 
Sanderson food and drink system to 
help them manage their complex supply 
chain – processing orders in a fast moving 
environment, guiding what to manufacture, 
costing New Product Development, 
invoicing vast numbers of customers and 
ensuring orders are delivered efficiently. The UK’s leading ‘Food to Go’ business
Connecting online and in-store shopping
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Annual Report and Accounts 
for the year ended 30 September 2015
Our Business 14
Recent senior appointments and key management
Nick Bird
Commercial Director Food & Drink
Nick joined Sanderson in early 2015. Prior to 
this, he headed up the commercial practice 
of Experian Decision Analytics Global Software 
Product Management team where he was 
responsible for product profitability, product 
innovation and global pricing for the $500 million 
business. Before Experian, Nick held commercial 
and technical roles at food manufacturer Kerry 
Group plc, where he led the development of a real 
time factory and warehouse management system 
and subsequently at a leading logistics business 
where he designed and implemented the financial 
management and reporting solution.
Damian Hanson
CEO One iota
Damian is a proven management and board 
level executive with a history of delivering award 
winning business solutions within the technology 
sector. After successful roles with GE Capital ITS 
and National Computing Centre, Damian decided 
to join early stage mobile technology venture 
2ergo in 2002 and was an integral part of the exec 
team that listed the business on AIM in 2004.
Nikki Harwood
Group Finance Manager
Nikki studied mathematics and economics 
at university before qualifying as a Chartered 
Accountant, whilst working for Ernst & Young, 
where she spent five years as an auditor for a 
large number of public companies. She then 
moved into industry and worked at Experian 
for four years in numerous roles including UK 
Financial Planning Accountant, Cost Manager and 
business partnering with their technology division. 
Nikki joined Sanderson in June 2015.
David Hague
CTO One iota
David studied Information System Engineering at 
UMIST (now the University of Manchester). David 
co-founded Wapfly, a mobile software business 
in 2004, at the age of 21. Initially headquartered 
in Manchester, Wapfly provided mobile media 
services to high profile companies such as 
EMAP , Bauer Media and Condé Nast. David later 
set up a Sydney office in 2008 to expand the 
Waplfly reach globally. The Australian business 
quickly developed into an industry leader 
working with companies such as the Australian 
Broadcasting Corporation, WPP , Sony, Vodafone 
and Mastercard. In 2009, Wapfly was acquired by 
2ergo Group plc.
Paul Aspden
Client Solutions Director
Paul joined the Group’s One iota business in 
2014. In his role as Client Solutions Director, 
he manages the creative, support and projects 
teams, supporting them in delivering rich, multi-
channel shopping experiences that revolutionise 
the way top retailers and brands engage with their 
customers. Paul is a developer, digital planner and 
strategist who prior to Sanderson, ran one of the 
first digital media agencies, working with global 
business to consumer and business to business 
brands.
Mike Gallagher
Sales Director Manufacturing
Mike has an MSc in Information Technology for 
Manufacturing from Warwick and a BSc from 
Manchester University. An ERP specialist, he 
joined Sanderson in 2011 to spearhead growth 
of the Company’s food and drink division. Having 
been instrumental in achieving a number of new 
business sales, he was promoted to Sales Director 
in 2014. Mike has also recently taken on all new 
business development for the Group’s General 
Manufacturing business.
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Our Business
Marketing Team
The Sanderson marketing team is a multi-disciplinary team that works closely with Sanderson 
businesses to devise strategy, then plan and execute marketing and communications campaigns. It 
collborates in product development and has a deep understanding of the sectors in which Sanderson 
operates and the issues its customers face. The technology sector is constantly evolving, and the team 
keeps up-to-date with tools, skills and processes to maximise sales and marketing investment.
Corporate Communications Team
The Corporate Communications team supports the Board and senior management in handling enquiries 
and managing communications with shareholders and investors. It consists of (from left to right) 
Secretary to the Group Finance Director, Kathy Astell; Head of Marketing, Kate Simpson; and PA to the 
Chairman, Fiona Crombie. Collectively, the team has wide-ranging experience of shareholder, analyst 
and customer communications; deals and acquisitions; and customer service in IT, tax and financial 
environments.
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Annual Report and Accounts 
for the year ended 30 September 2015
16 Our Governance
Board of directors
Christopher Winn 
Chairman — 65
Following graduation from Nottingham 
University (BA Honours in History), 
Christopher worked for British Olivetti until 
1974 when he joined the ACT Group, the 
second UK IT company to be listed on 
the London Stock Exchange in 1979. He 
served on the Group plc Board between 
1983 and 1994, undertaking a number 
of senior roles. In 1995, he joined the 
former Sanderson Group, becoming 
Group Chief Executive later that year. In 
1999, Christopher led a ‘take private’ of 
the former Sanderson Group with the 
support and backing of the Alchemy Plan. 
Following restructuring and the demerger 
of the original Group, the business 
focused primarily on UK commercial 
markets, which retained the Sanderson 
name, gained admission to the London 
Stock Exchange AIM market in 2004.
Ian Newcombe 
Chief Executive Officer — 60
Ian was appointed to the Sanderson Group 
plc Board in 2013 and has over 30 years' 
experience in software and IT services. 
He began his career in electronics before 
moving on to the computer industry in 
1979 when he joined ACT Group plc. 
As a local board member he helped 
establish an international IT business. In 
1996, Ian joined Mitsubishi Electric as 
International Project Director. In 1999, 
he was appointed Consulting Director 
of Talgentra Ltd, where he developed a 
new consulting business which rapidly 
expanded overseas. In 2005, Ian became 
Managing Director of the multi-channel 
division of Sanderson. Having made a 
major contribution to the Group's strategy 
and driven the development of the multi-
channel business, Ian was appointed 
Group Chief Executive in June 2015.
Adrian Frost 
Finance Director — 48
A graduate of Sheffield University, Adrian 
qualified as a Chartered Accountant 
whilst working for RSM Robson Rhodes. 
In 1996, he joined Hadley Industries plc 
as Group Financial Controller. Adrian 
joined Sanderson in 2000, shortly after the 
management buyout, and worked closely 
with the Board in restructuring the former 
Group into three separate businesses 
— Sanderson, Civica and Talgentra. 
Adrian was appointed Finance Director of 
Talgentra following the formal demerger 
of the Group, and rejoined Sanderson 
Group plc in May 2005, as Group Finance 
Director.
Philip Kelly 
Non-Executive Director — 63
Philip Kelly is a non-executive director of 
several companies in the software and 
related services sector. He has over 25 
years’ experience as the Chief Executive 
of private and publicly quoted software 
companies supplying the commercial 
and public sectors in the UK, Europe and 
the USA. Philip had previously worked 
for Digital Equipment and 3i Consultants. 
Philip is Chairman of the Remuneration 
Committee.
John Paterson 
Non-Executive Director — 69
John Paterson has extensive City 
experience as an investment analyst. He 
was Managing Director of Albert E Sharp 
Securities stockbrokers from 1993 until 
the acquisition of Albert E Sharp by Old 
Mutual in 1998, and he was instrumental 
in setting up Arden Partners in 2002 
where he was a Director until November 
2004. John is Chairman of the Audit 
Committee.
David Gutteridge 
Non-Executive Director — 64
David has considerable business 
experience including with Financial 
Objects plc, Cyan Technology plc and 
Sanderson Group plc as a non-executive 
director between IPO in 2004 up until 
2012. David was Chairman of Tinglobal 
Group plc until May 2014, when he led a 
successful trade sale to Singapore Listed, 
Declout Plc.
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Our Governance
Group information
Company Secretary
Adrian Frost
Registered company number
4968444
Registered and head office
Sanderson House
Manor Road
Coventry
CV1 2GF
Nominated advisor and broker
Panmure Gordon & Co
One New Change
London
EC4M 9AF
Registrar 
Neville Registrars Limited
Neville House
18 Laurel Lane
Birmingham
B63 3DA
Solicitor to the Company
Schofield Sweeney
Springfield House
76 Wellington Street
Leeds
LS1 2AY
 
Auditor to the Company
Grant Thornton UK LLP
Colmore Plaza
20 Colmore Circus
Birmingham 
B4 6AT
Financial PR
Walbrook PR Limited
4 Lombard Street
London
EC3V 9HD
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Annual Report and Accounts 
for the year ended 30 September 2015
18 Our Governance
Governance statement
As the Company’s shares are traded on AIM, the Company has not complied with the UK Corporate Governance Code (‘the Code’) 
nor is it required to. However, the Company is committed to high standards of corporate governance and draws upon best practice 
available, including those aspects of the Code considered appropriate.
Board of directors
The Board is broadly balanced with three executive and three non-executive directors. All executive directors are subject to election by 
shareholders at the first opportunity after their appointment and to re-election at regular intervals thereafter.
The Board meets on a monthly basis and retains full and effective control of the Group. Additional meetings are arranged as 
appropriate to consider Group strategy, acquisition and disposal strategies, internal controls and risk analysis, and the annual budget. 
Day-to-day management of the Group is delegated to the executive directors and senior management team. 
Board committees
The Board has established three committees each consisting of, as a minimum, the three non-executive directors. Each committee 
has defined terms of reference.
The Audit Committee is chaired by John Paterson, and meets at least twice a year with the executive directors and representatives of 
the external auditor in attendance. The Committee’s duties include the review of interim and preliminary announcements, compliance 
with accounting standards, consideration of the Annual Report and Accounts prior to submission to the Board for approval, the 
appointment and remuneration of the external auditor together with their scope of work and consideration of their findings, and the 
review of internal controls.
The Remuneration Committee is chaired by Philip Kelly, and is referred to below.
The Nominations Committee comprises the non-executive directors and Christopher Winn, and is responsible for making 
recommendations on the appointment of additional directors and for reviewing the composition of the Board and the Board 
committees. It is chaired by Christopher Winn.
Shareholder communication
The directors seek to visit institutional shareholders at least twice a year. In addition, all shareholders are welcome to attend the 
Annual General Meeting, where there is an opportunity to question the directors as part of the agenda, or more informally after the 
meeting. Communication with shareholders is seen as an important part of the Board’s responsibilities and care is taken to ensure that 
all price sensitive information is made available to all shareholders at the same time.
Funding 
At the financial year-end the Group reported cash balances of £4.6 million. The Group’s medium-term strategy is to maintain a strong 
balance sheet with positive cash balances. The Board believes strategic objectives regarding the development of existing businesses 
and complementary acquisitions are achievable whilst retaining a positive cash balance. The Group remains profitable and cash 
generative. Accordingly, the directors have prepared the accounts on a going concern basis.
Directors’ remuneration
The Company adheres to the principles of good governance when deciding remuneration strategy and has delegated responsibility 
for remuneration policy to the Remuneration Committee. The Remuneration Committee meets at least once a year and its broad 
responsibility is to ensure the remuneration packages of the executive directors and senior management are competitive and designed 
to attract, retain and motivate individuals of high quality. The Remuneration Committee is made up of the three non-executive 
directors and is chaired by Philip Kelly.
The policy of the Group on directors’ remuneration is to provide competitive packages that reward Group and individual performance. 
Remuneration packages comprise a basic salary, an annual performance-related bonus measured against targets set each year by the 
Remuneration Committee, pension contributions and other benefits. Where appropriate, participation in share incentive plans is also 
offered.
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Our Governance
Details of directors’ remuneration are provided in note 8 to the accounts. Details of options to purchase ordinary shares in the 
Company that have been granted to directors of the Company are set out below:
In issue at 
year-end
Financial
 year 
issued
Exercise 
price
Performance 
conditions
Earliest
 exercise date
Expiry 
date
Adrian Frost 59,000 2005 57p Yes 01.10.2007 30.09.2017
Adrian Frost 215,579 2005 56p Yes 01.10.2007 15.12.2017
Adrian Frost 100,000 2009 9.5p Yes 03.08.2012 03.08.2017
Ian Newcombe 300,000 2010 23p Yes 21.05.2013 21.05.2017
Ian Newcombe 75,000 2011 27p No 05.04.2014 05.01.2021
Ian Newcombe 118,750 2011 30p No 29.06.2014 29.06.2018
Ian Newcombe 31,250 2011 30p No 29.06.2014 29.06.2018
Ian Newcombe 200,000 2013 45.75p No 27.11.2015 27.11.2019
Internal control
The Board is responsible for establishing and maintaining the Group’s system of internal controls. Control systems are designed 
to meet the particular needs of the Group and to address the risks to which the Group is exposed. By their nature, internal control 
systems are designed to manage rather than eliminate risk, and can provide only reasonable and not absolute assurance against 
material misstatement or loss. The Board has adopted a policy of continuous improvement by regular review for assessing the 
adequacy of internal controls.
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Annual Report and Accounts 
for the year ended 30 September 2015
20 Our Governance
Directors’ report
Business review
A comprehensive analysis of the Group’s development and performance is contained in the Chairman’s statement, Group Chief Executive's 
business review and Strategic report. Information on the financial risk management strategy of the Group and of the exposure of the Group to 
currency risk, interest rate risk, credit risk and liquidity risk is set out in note 24 to the accounts.
Dividend
A final dividend of 1.00 pence per share was paid on 20 March 2015 (2014: 0.85 pence) relating to the financial year ended 30 September 
2014. An interim dividend of 0.90 pence per ordinary share was paid on 14 August 2015 (2014: 0.80 pence per share) in respect of the 
financial year ended 30 September 2015. The directors propose the payment of a final dividend in respect of the year ended 30 September 
2015 of 1.20 pence per ordinary share. The final dividend is subject to shareholder approval at the Annual General Meeting, expected to be 
held on 3 March 2016 and, if approved, will be paid on 18 March 2016 to shareholders on the register at the close of business on 4 March 
2016. 
Employees
The Group’s policy of providing employees with information about the Group has continued and regular meetings are held between 
management and employees to allow exchanges of information and ideas. The Group continues to consider ways to encourage the 
involvement of employees in the Group’s performance.
The Group gives every consideration to applications for employment by disabled persons where the requirements of the job may be 
adequately filled by a disabled person. Where existing employees become disabled, it is the Group’s policy wherever practicable to provide 
continuing employment under similar terms and conditions and to provide training, career development and promotion wherever appropriate.
Directors and directors’ interests
David Gutteridge was appointed to the Board, as a non-executive director, on 9 June 2015. All other directors served throughout the year.
The directors who held office at the end of the financial year are set out below, together with their interests in the ordinary shares of the 
Company according to the register of directors’ interests:
Interest at 
end of year
Interest at 
start of year 
or date of 
appointment
Ordinary shares of 10 pence
Christopher Winn 11,786,924 11,786,924
Adrian Frost 247,421 121,000
Ian Newcombe 72,500 72,500
Philip Kelly* 50,000 50,000
John Paterson* 90,000 90,000
David Gutteridge* 545,000 500,000#
* Denotes non-executive directors.
# Interest at date of appointment; 9 June 2015.
Details of options to purchase ordinary shares in the Company granted to the executive directors are set out in the Governance statement.
None of the directors who held office at the end of the financial year had any other disclosable interest in the shares of Sanderson Group plc or any 
other Group companies.
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Our Governance
Substantial shareholdings
The Company has been advised of the following notifiable interests in more than 3% of its ordinary share capital as at the date of this report.
Number of 
shares %
Christopher Winn 11,786,924 21.6
Hargreave Hale & Co 7,940,654 14.5
Living Bridge 4,818,257 8.8
Miton Asset Management 4,254,522 7.8
Helium Rising Stars Fund
Downing ONE VCT Plc
2,394,753
2,193,506
4.4
4.0
Unicorn Asset Management 1,767,572 3.2
AXA Investment Managers 1,700,000 3.1
Research and development
The Group undertakes a continuous programme of development expenditure, both as part of a long-term development programme and in response 
to specific customer or market requirements. Development expenditure is capitalised only when the end product is technically and commercially 
feasible and when sufficient resource is available to complete the development. All other development expenditure, including projects on which 
revenue of an amount equal to or greater than the cost of development has been generated in the same period as that in which the cost is incurred, 
is recognised in the income statement as an expense. 
Statement of directors’ responsibilities in respect of the Directors’ report and the financial statements 
The directors are responsible for preparing the Strategic Report, Directors’ Report, Annual Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare 
Group and parent company financial statements in accordance with International Financial Reporting Standards as adopted by the European Union 
(IFRS). Under company law the directors must not approve the financial statements unless they are satisfied that they 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 Company and the Group for the period. In preparing these financial 
statements, the directors are required to:
•	 select suitable accounting policies and then apply them consistently;
•	 make judgements and estimates that are reasonable and prudent;
•	 state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the financial statements; and
•	 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue 
in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and 
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 2006. 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 confirm that:
•	 so far as each director is aware, there is no relevant audit information of which the Company’s auditor is not aware; and
•	 the directors have taken all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to 
establish that the auditor is aware of that information.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. 
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other 
jurisdictions.
Auditor
Grant Thornton UK LLP is willing to continue in office. In accordance with s489(4) of the Companies Act 2006 a resolution for their reappointment 
will be proposed at the forthcoming Annual General Meeting. 
By order of the Board
Adrian Frost
Company Secretary
30 November 2015
Sanderson Group plc, Sanderson House
Manor Road, Coventry, CV1 2GF
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Annual Report and Accounts 
for the year ended 30 September 2015
22 Our Financials
Independent auditor’s report to the 
members of Sanderson Group plc
We have audited the Group financial statements of Sanderson Group plc for the year ended 30 September 2015 which comprise 
the Consolidated income statement, Consolidated statement of comprehensive income, Consolidated statement of financial position, 
Consolidated statement of changes in equity, Consolidated statement of cash flows and the related notes. The financial reporting 
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as 
adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them 
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to 
anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we 
have formed. 
Respective responsibilities of directors and auditors
As explained more fully in the Statement of directors’ responsibilities set out on page 21, the directors are responsible for the 
preparation of the Group financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit 
and express an opinion on the Group financial statements in accordance with applicable law and International Standards on Auditing 
(UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion the Group financial statements:
•	 give a true and fair view of the state of the Group’s affairs as at 30 September 2015 and of its profit for the year then ended; 
•	 have been properly prepared in accordance with IFRS as adopted by the European Union; and
•	 have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Strategic report and the Directors’ report for the financial year for which the Group financial 
statements are prepared is consistent with the Group financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our 
opinion:
•	 certain disclosures of directors’ remuneration specified by law are not made; or
•	 we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the parent company financial statements of Sanderson Group plc for the year ended 30 September 
2015. 
David White 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
Statutory Auditor, Chartered Accountants 
Birmingham 
30 November 2015
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Our Financials
Consolidated income statement
for the year ended 30 September 2015
Note
2015
£000
2014
£000
Revenue 3, 4 19,182 16,411
Cost of sales (2,964) (2,483)
Gross profit 16,218 13,928
Technical and development costs (7,858) (6,322)
Administrative and establishment expenses (3,774) (3,731)
Sales and marketing costs (2,165) (1,827)
Results from operating activities 2,421 2,048
Results from operating activities before adjustments in respect of the following: 7 3,303 2,839
Amortisation of acquisition-related intangibles 15 (483) (387)
Acquisition-related and restructuring costs (310) (303)
Share-based payment charges 6 (89) (101)
Results from operating activities 2,421 2,048
Finance income 9 47 28
Finance expenses 10 (185) (160)
Acquisition-related finance expense 10 (252) —
Profit before taxation 2,031 1,916
Taxation 11 (164) (318)
Profit for the year 1,867 1,598
All operations are continuing.
All of the profit for the year is attributable to equity holders of the parent undertaking.
Earnings per share
From profit attributable to the owners of the parent undertaking during the year
Basic earnings per share 13 3.4p 3.1p
Diluted earnings per share 13 3.3p 2.9p
The accompanying accounting policies and notes form an integral part of these financial statements.
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Annual Report and Accounts 
for the year ended 30 September 2015
24 Our Financials
Consolidated statement of comprehensive income
for the year ended 30 September 2015
Note
2015
£000
2014
£000
Profit for the year 1,867 1,598
Other comprehensive income
Items that will not subsequently be reclassified to profit or loss
Remeasurement of net defined benefit liability 27 (90) (834)
Deferred taxation effect of defined benefit pension plan items 17 18 183
(72) (651)
Items that will subsequently be reclassified to profit or loss
Change in fair value of available for sale financial asset (31) 17
Foreign exchange translation differences (78) 23
Total comprehensive income attributable to equity holders of the parent 1,686 987
The accompanying accounting policies and notes form an integral part of these financial statements.
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Our Financials
Consolidated statement of financial position
at 30 September 2015
Note
2015
£000
2014
£000
Non-current assets
Property, plant and equipment 14 469 294
Intangible assets 15 30,627 28,514
Deferred tax assets 17 1,319 1,145
32,415 29,953
Current assets
Inventories 83 4
Trade and other receivables 18 5,472 4,706
Other short-term financial assets 19 190 222
Cash and cash equivalents 4,607 6,159
10,352 11,091
Current liabilities
Trade and other payables 21 (3,909) (3,355)
Deferred consideration 20 (1,594) (815)
Income tax payable — (47)
Deferred income (4,830) (4,412)
(10,333) (8,629)
Net current assets 19 2,462
Total assets less current liabilities 32,434 32,415
Non-current liabilities
Pension obligations 27 (4,627) (4,804)
Deferred consideration 20 (244) (1,213)
Deferred tax liabilities 17 (936) (581)
(5,807) (6,598)
Net assets 26,627 25,817
Equity attributable to equity holders of the parent company
Share capital 22 5,460 5,406
Share premium 9,023 8,809
Available for sale reserve 60 91
Foreign exchange reserve (87) (9)
Retained earnings 12,171 11,520
Total equity 26,627 25,817
These financial statements were approved and authorised for issue by the Board of directors on 30 November 2015 and were signed 
on its behalf by:
Christopher Winn 
Director
 
Company Registration Number 
4968444
The accompanying accounting policies and notes form an integral part of these financial statements.
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Annual Report and Accounts 
for the year ended 30 September 2015
26 Our Financials
Consolidated statement of changes in equity
for the year ended 30 September 2015
Share 
capital
£000
Share 
premium
£000
Available 
for sale 
reserve
£000
Foreign 
exchange 
reserve
£000
Retained 
earnings
£000
Total 
equity
£000
At 1 October 2014 5,406 8,809 91 (9) 11,520 25,817
Exercise of share options 54 214 — — (150) 118
Settlement of share options — — — — (48) (48)
Dividend paid — — — — (1,035) (1,035)
Share-based payment charge — — — — 89 89
Transactions with owners 54 214 — — (1,144) (876)
Profit for the year — — — — 1,867 1,867
Other comprehensive income:
Remeasurement of net defined benefit 
liability — — — — (90) (90)
Deferred tax on above — — — — 18 18
Foreign exchange translation differences — — — (78) — (78)
Change in fair value of available for sale 
financial asset — — (31) — — (31)
Total comprehensive income — — (31) (78) 1,795 1,686
At 30 September 2015 5,460 9,023 60 (87) 12,171 26,627
for the year ended 30 September 2014
Share 
capital
£000
Share 
premium
£000
Available 
for sale 
reserve
£000
Foreign 
exchange 
reserve
£000
Retained 
earnings
£000
Total 
equity
£000
At 1 October 2013 4,380 4,302 74 (32) 12,175 20,899
Exercise of share options 258 1,206 — — (830) 634
Issue of shares 768 3,482 — — — 4,250
Costs incurred in respect of share issue — (181) — — — (181)
Dividend paid — — — — (873) (873)
Share-based payment charge — — — — 101 101
Transactions with owners 1,026 4,507 — — (1,602) 3,931
Profit for the year — — — — 1,598 1,598
Other comprehensive income:
Remeasurement of net defined benefit 
liability — — — — (834) (834)
Deferred tax on above — — — — 183 183
Foreign exchange translation differences — — — 23 — 23
Change in fair value of available for sale 
financial asset — — 17 — — 17
Total comprehensive income — — 17 23 947 987
At 30 September 2014 5,406 8,809 91 (9) 11,520 25,817
The accompanying accounting policies and notes form an integral part of these financial statements.
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Our Financials
Consolidated statement of cash flows
for the year ended 30 September 2015
2015
£000
2014
£000
Cash flows from operating activities
Profit for the year after taxation 1,867 1,598
Adjustments for:
Amortisation of intangible assets 982 630
Depreciation 156 135
Share-based payment charge 89 101
Net finance expense 390 132
Income tax charge 164 318
Operating cash flow before changes in working capital 3,648 2,914
Movement in trade and other receivables (105) (1,076)
Movement in inventories (37) (4)
Movement in trade and other payables (629) 856
Cash generated from operations 2,877 2,690
Payments to defined benefit pension scheme (450) (360)
Income tax paid (5) —
Interest paid — (2)
Net cash flow from operating activities 2,422 2,328
Cash flow from investing activities
Purchase of property, plant and equipment (296) (113)
Acquisition of subsidiary undertakings, net of cash acquired (note 16) (1,041) (2,046)
Payment of deferred consideration in respect of subsidiary undertakings (895) (100)
Dividend received 12 15
Bank interest received 35 13
Development expenditure capitalised (824) (680)
Net cash flow from investing activities (3,009) (2,911)
Cash flow from financing activities
Issue of shares, net of costs 118 3,953
Settlement of share options (48) —
Equity dividends paid (1,035) (873)
Net cash flow from financing activities (965) 3,080
Net (decrease)/increase in cash and cash equivalents (1,552) 2,497
Cash and cash equivalents at beginning of year 6,159 3,662
Cash and cash equivalents at the end of the year 4,607 6,159
The accompanying accounting policies and notes form an integral part of these financial statements.
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Annual Report and Accounts 
for the year ended 30 September 2015
28 Our Financials
Notes to the consolidated financial statements
forming part of the financial statements
1. Reporting entity
Sanderson Group plc is a company domiciled in the United Kingdom. The address of the Company’s registered office is 
Sanderson House, Manor Road, Coventry, CV1 2GF. The consolidated financial statements for the year ended 30 September 
2015 comprise the results of the Company and its subsidiary undertakings (together referred to as the Group). The Group 
is primarily involved in the development and supply of IT software and services. The Company’s shares are traded on the 
Alternative Investment Market of the London Stock Exchange.
2. Basis of preparation
The Group financial statements have been prepared and approved by the directors in accordance with International Financial 
Reporting Standards (IFRS) as adopted by the European Union, the Companies Act 2006 that applies to companies reporting 
under IFRS and IFRIC interpretations.
The Company has elected to prepare its parent company financial statements in accordance with IFRS as adopted by the 
European Union. These parent company financial statements appear after the notes to the consolidated financial statements. 
The Group financial statements have been prepared on a going concern basis. The Group’s forecasts and projections, taking 
account of reasonably possible changes in trading performance that may arise as a result of current economic conditions and 
other risks faced by the Group, show that the Group should remain profitable and cash generative. At the financial year-end 
the Group reported cash balances of £4.6 million. The Group’s medium-term strategy is to maintain a strong balance sheet 
with positive cash balances. The Board believes strategic objectives regarding the development of existing businesses and 
complementary acquisitions are achievable whilst retaining a positive cash balance. 
Basis of measurement
The financial statements have been prepared under the historical cost convention with the exception of certain items which are 
measured at fair value as disclosed in the accounting policies below.
Functional and presentation currency
The consolidated financial statements are presented in sterling, which is the functional currency of the Group.
Use of estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect 
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may 
differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognised in the period in which the estimate is revised. Information about significant areas of estimation and 
critical judgements that have the most significant impact on the financial statements are described in the following notes:
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Our Financials
Estimates
Note 15: Measurement of intangible assets: In testing for impairment of intangible assets, management has made certain 
assumptions concerning the future development of the business that are consistent with the annual budget and 
business plan. Should these assumptions regarding the growth in profitability be unfounded then it is possible 
that intangible assets included in the statement of financial position could be impaired. Management is confident 
that this will not be the case. The Group has a history of retaining customers, with the average length of customer 
relationships in excess of ten years. The time and resources required by organisations to change enterprise systems 
is significant and therefore discourages change. Management therefore believes the existing business will continue to 
generate revenues, profits and positive cash flows for many years. Accordingly, when assessing the recoverable value 
attributable to goodwill and other intangible assets, management has estimated cash flows attributable to existing 
businesses and extrapolated forward budgets for the financial year ending 30 September 2016 in line with the 
average length of customer relationships. The results of this review are disclosed in note 15.
Note 16: Measurement of intangible assets relating to acquisitions: In attributing value to intangible assets arising on 
acquisition, management has made certain assumptions in terms of cash flows attributable to intellectual property 
and customer relationships. The key assumptions relate to the trading performance of the acquired business and 
discount rates applied to calculate the present value of future cash flows. The directors consider the resulting 
valuations to be reasonable approximations as to the value of the intangibles acquired.
Note 18: Measurement of trade receivables: Management assesses the likely recoverability of amounts invoiced to customers 
on the basis of the creditworthiness of customers and the age of debts at the period end. The directors consider the 
carrying amount of trade receivables approximates to their fair value. 
Note 27: Measurement of defined benefit pension obligations: The Group’s interests in a defined benefit pension scheme have 
been accounted for in accordance with IAS 19 ‘Employee Benefits’. The main area of judgement is the valuation of 
pension scheme liabilities, which represent the net present value of future pension obligations. These calculations are 
performed by the scheme actuary, with whom the directors have agreed the underlying assumptions to be applied. 
The key assumptions are rates of increases in pension benefits, mortality rates, inflation and the discount rate applied 
to produce the net present value. The discount rate is derived from market rates on AA corporate bonds at the  
year-end date. 
Judgements
Note 15: Intangible assets: Development expenditure is recognised on the statement of financial position when certain criteria 
are met, as described more fully in the accounting policy on the treatment of research and development expenditure. 
Management uses its judgement in assessing development projects against the criteria.
Note 17: Deferred tax: The extent to which deferred tax assets can be recognised is based on an assessment of the probability 
of the Group’s future taxable income against which the deferred tax assets can be utilised. In addition, significant 
judgement is required in assessing the impact of any legal or economic limits or uncertainties. 
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Annual Report and Accounts 
for the year ended 30 September 2015
30 Our Financials
Notes to the consolidated financial statements
continued
3. Accounting policies
New and revised accounting standards applied for the first time in the current year
The Group has adopted IFRS 10 Consolidated Financial Statements for the first time in the current year. IFRS 10 supercedes IAS 27 
Consolidated and Separate Financial Statements and SIC 12 Consolidation: Special Purpose Entities. IFRS 10 revises the definition 
of control and provides extensive new guidance on its application. These new requirements have the potential to affect which of 
the Group’s investees are considered to be subsidiaries and therefore to change the scope of consolidation. The requirements on 
consolidation procedures, accounting for changes in non-controlled interests and accounting for loss of control of a subsidiary are 
unchanged. 
The directors have reviewed their control assessments in accordance with IFRS 10 and have concluded that there is no effect 
on the classification (as subsidiaries or otherwise) of any of the Group’s investees held during the period or comparative periods 
covered by these financial statements. 
The Group has also adopted the following new standards, or new provisions of amended standards:
•	 IFRS 11 Joint Arrangements 
•	 IFRS 12 Disclosure of Interests in Other Entities 
•	 Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)
•	 IAS 27 (Revised), Separate Financial Statements 
•	 IAS 28 (Revised), Investments in Associates and Joint Ventures 
•	 Amendments to IAS 39 
•	 Transition Guidance — Amendments to IFRS 10, IFRS 11 & IFRS 12
•	 Recoverable Amount Disclosures for Non-Financial Assets — Amendments to IAS 36
There has been no material impact on either amounts reported or disclosure in the financial statements arising from first time 
adoption.
Adopted IFRS not yet applied
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing 
standards have been published by the IASB but are not yet effective and have not been applied early by the Group. Management 
anticipates that the following pronouncements relevant to the Group’s operations will be adopted in the Group’s accounting policies 
for the first period beginning after the effective date of the pronouncement, once adopted by the EU:
•	 IFRS 9 Financial Instruments (not yet adopted by the EU) 
•	 IFRS 15 Revenue from Contracts with Customers (not yet adopted by the EU)
•	 Defined Benefit Plans: Employee Contributions (Amendments to IAS 19) (effective 1 February 2015) 
•	 Clarification of Acceptable Methods of Depreciation and Amortisation — Amendments to IAS 16 and IAS 38 (not yet adopted 
by the EU) 
•	 Annual Improvements to IFRS 2010–2012 Cycle (effective 1 February 2015)
•	 Annual Improvements to IFRS 2012–2014 Cycle (not yet adopted by the EU)
•	 Disclosure Initiative: Amendments to IAS 1 Presentation of Financial Statements (not yet adopted by the EU)
Other than in respect of IFRS 15, the directors anticipate that the adoption of these Standards and Interpretations in future periods 
will have no material impact on the financial statements of the Group. With regard to IFRS 15, the Group has commenced an 
assessment of the impact likely from adopting the standard, but is not yet in a position to state whether the impact will be material to 
the Group’s reported results or financial position. 
Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group’s 
financial statements. 
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Our Financials
Basis of consolidation
The consolidated financial information comprises a consolidation of the accounts of the Company and its subsidiary undertakings 
at the statement of financial position date. The results of subsidiary undertakings acquired during the financial year are included 
from the date of acquisition. Control is achieved where the Company has the power to govern the financial and operating policies 
of an investee entity so as to obtain benefits from its activities. 
All intra-group balances and transactions including unrealised profits arising from intra-group transactions, are eliminated fully 
on consolidation.
Property, plant and equipment
Property, plant and equipment is held at cost less accumulated depreciation and impairment charges.
Depreciation is calculated to write off the cost of property, plant and equipment less the estimated residual value on a straight-
line basis over the expected useful economic life of the assets concerned. Estimated residual values are revised annually.
The annual rates used are:
•	 leasehold improvements — over life of the property leases, which vary between 3 and 50 years
•	 plant and equipment — 15%–33
1
/3%
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits and bank overdrafts where they form an integral part of the 
Group’s cash management. Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for 
investment or other purposes.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its 
liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs. The only 
equity instrument applicable to the Group is its issued share capital.
Share premium includes any premium received on the issue of share capital. Transaction costs associated with the issuing of 
shares are deducted from share premium, net of any related tax benefits. Retained earnings includes all current and prior period 
retained profits and losses.
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary 
assets and liabilities denominated in foreign currencies at the year end date are translated at the foreign exchange rate ruling at 
that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and 
liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of 
the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated 
at foreign exchange rates ruling at the dates the fair value was determined.
In the Group’s financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than 
sterling are translated into sterling upon consolidation. Assets and liabilities (including goodwill and fair value adjustments arising 
on acquisition) are translated into sterling at the closing rate. Income and expenditure is translated at an average rate. Exchange 
differences are charged or credited to other comprehensive income and recognised in the currency translation reserve in equity. 
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Annual Report and Accounts 
for the year ended 30 September 2015
32 Our Financials
Notes to the consolidated financial statements
continued
3. Accounting policies continued
Accounting for financial assets
The Group has financial assets in the following categories:
•	 loans and receivables
•	 available for sale financial assets
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument 
and its purpose. A financial instrument’s category is relevant for the way it is measured and whether any resulting income and 
expense is recognised in the income statement or statement of other comprehensive income. All financial assets are recognised 
when the Group becomes a party to the contractual provisions of the instrument. Financial assets other than those categorised as 
at fair value through profit or loss are recognised at fair value plus transaction costs. Financial assets categorised as at fair value 
through profit or loss are recognised initially at fair value with transaction costs expensed through the income statement.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active 
market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for 
impairment. Any change in their value is recognised in profit or loss. Sanderson Group plc’s trade and other receivables fall into 
this category of financial instruments. 
Significant receivables are considered for impairment on a case-by-case basis when they are past due at the year-end date or 
when objective evidence is received that a specific counterparty will default. All other receivables are reviewed for impairment in 
groups, which are determined by reference to the industry and region of a counterparty and other available features of shared 
credit risk characteristics, if any. The percentage of the write-down is then based on recent historical counterparty default rates 
for each identified group.
Available for sale (AFS) financial assets
AFS financial assets are non-derivative financial assets that do not qualify for inclusion in any of the other categories of financial 
assets. The Group’s AFS financial assets comprise listed securities and are measured at fair value. Gains and losses are 
recognised in other comprehensive income and reported within the AFS reserve within equity, except dividend income which is 
recognised in profit or loss.
Accounting for financial liabilities
The Group’s financial liabilities include trade and other payables which, subsequent to initial recognition at fair value, are 
measured at amortised cost using the effective interest rate method. Deferred consideration is classified as fair value through 
profit and loss. Movements subsequent to initial recognition at fair value are recognised in the Consolidated Income Statement.
Pension benefits
The Group operates defined contribution pension schemes and a subsidiary company is the principal employer to a closed 
defined benefit scheme. The Group’s net obligation in respect of the defined benefit scheme is calculated by estimating the 
amount of future benefit that employees have earned in return for their service in prior periods; that benefit is discounted to 
determine its present value and the fair value of any scheme assets is deducted. The discount rate is based on the annualised 
yield on AA credit related corporate bonds. The calculation is performed by a qualified actuary.
Net interest expense on the net defined benefit liability is included in finance costs. Gains or losses resulting from 
remeasurement of the net defined benefit liability are included in other comprehensive income. 
Obligations for contributions to defined contribution pension schemes are recognised as an expense in the Consolidated income 
statement as incurred.
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Our Financials
Revenue
Revenue comprises the fair value of sales of licences, support and maintenance contracts, training, consulting and 
implementation services and hardware. Value added tax and transactions between Group companies are excluded.
Revenues are recognised on the basis of the performance of contractual obligations and to the extent that the right to consideration 
has been earned. In cases where a single contractual arrangement involves the sale of licences, support, maintenance and services 
the consideration received is allocated to the components of the arrangement on a relative fair value basis.
Initial licence fees are recognised upon the provision of software to the customer, providing that the payment terms are 
unconditional, full payment is contractually binding, collection is reasonably certain and there are no material contract conditions 
or warranties. If any conditionality exists, licence fees are recognised when the conditions have been met. Revenue from the 
provision of professional services including support, maintenance, training and consultancy services is recognised as the services 
are performed. Hardware sales are recognised on delivery. Annual licence, maintenance and support revenues are recognised 
evenly over the period to which they relate. When amounts are invoiced in advance the unearned element remains in deferred 
income until recognition is appropriate. 
Segmental reporting
IFRS 8 requires the identification of operating segments on the basis of internal reports that are regularly reviewed by the Group’s 
chief operating decision maker (‘CODM’). The CODM has been determined to be the executive directors.
The Group has two main operating divisions: multi-channel retail and manufacturing. These two divisions represent the Group’s 
reportable segments under IFRS 8. Each segment has a manager who is directly accountable to the CODM.
Each segment is managed separately as the characteristics of the markets served differ. All inter-segment transfers take place on 
an arm's length basis. Accounting policies used for reporting the results of segments are the same as those adopted in preparing 
the financial statements of the Group. The activities of, and products and services offered by, the segments are described in the 
Chairman’s statement and Group Chief Executive's business review.
The Group operates a number of bank accounts including certain accounts specific to shared operations. Whilst information 
contained in the income statement can be allocated between divisions certain items in the statement of financial position, such 
as cash balances, cannot be so allocated. For this reason, the cash and cash equivalents figure shown in note 4 to the financial 
statements does not correspond with the cash and cash equivalents figure of the Group disclosed in the Consolidated statement 
of financial position. Bank balances in respect of shared operations are included in unallocated assets and liabilities.
Dividends
Dividends are recorded in the Group’s financial statements in the period in which they are approved or paid.
Goodwill
Goodwill arising on acquisition of subsidiaries and businesses is capitalised as an asset and represents the excess of the fair 
value of the consideration transferred over the fair value of the identifiable net assets acquired. Identifiable net assets are those 
which are capable of being sold separately or which arise from legal rights regardless of whether those legal rights are separable. 
Where contingent consideration arises on acquisition as a result of performance targets it is recognised at fair value, taking into 
account the probability of the contingent events occurring. At each year end the fair value is recalculated and gains or losses 
arising are recognised in the consolidated income statement. The carrying value of goodwill relating to subsidiaries disposed of is 
deducted from sale proceeds in arriving at reported profit or loss on disposal. Goodwill is not amortised but is tested annually for 
impairment.
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Annual Report and Accounts 
for the year ended 30 September 2015
34 Our Financials
Notes to the consolidated financial statements
continued
3. Accounting Policies continued
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the Group’s development activity is recognised in the Consolidated 
statement of financial position if all of the following conditions are met:
•	 an asset is created that can be identified (such as software and new processes);
•	 the Group intends to complete the development of the asset and has the ability to do so;
•	 the Group has the technical and financial resources to complete the asset and exploit the economic benefits arising from it; 
•	 it is probable that the asset created will generate future economic benefits; and
•	 the development cost of the asset can be reliably measured.
Internally generated intangible assets are amortised over their useful economic life, typically between three and five years. Where 
no internally generated intangible asset can be recognised, development expenditure is recognised as an expense in the period 
in which it is incurred.
Leases
Assets financed by leasing arrangements, which give rights approximating to ownership, are treated as if they had been 
purchased outright and are capitalised and depreciated over the shorter of the estimated useful life of the assets and the period 
of the leases. The capital element of future rentals is treated as a liability and the interest element is charged against profits in 
proportion to the balances outstanding. The rental costs of all other leased assets are charged against profits on a straight-line 
basis over the lease term.
Other intangible assets
Intangible assets separately purchased, such as intellectual property rights, are capitalised at cost and amortised on a straight-
line basis over their useful economic life. Intangible assets acquired through a business combination are measured at fair value 
and amortised over their useful economic lives. 
The following periods are used when assessing useful economic lives for purposes of calculating amortisation charges:
Intellectual property rights 3–10 years
Customer relationships 3–10 years
Impairment
The carrying amount of the Group’s assets, other than inventories, deferred tax assets and available for sale financial assets (see 
accounting policies above), is reviewed at each year end date to determine whether there is any indication of impairment. If any 
such indication exists, the asset’s recoverable amount is estimated.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable 
amount. Impairment losses are recognised in the Consolidated income statement. Where an impairment loss subsequently 
reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable 
amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had 
no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is 
recognised as income immediately. Impairment losses in respect of goodwill cannot be reversed.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any 
goodwill allocated to cash-generating units (group of units) and then, to reduce the carrying amount of the other assets of the 
unit (group of units) on a pro rata basis. 
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Our Financials
Share-based payments
The equity-settled share option programme allows Group employees to acquire shares of the ultimate parent Company; these 
awards are granted by the ultimate parent. The fair value of options granted is recognised as an employee expense with a 
corresponding increase in equity. The fair value is measured using the Black–Scholes model at grant date and spread over 
the period during which the employees become unconditionally entitled to the options. The amount recognised as an expense 
is adjusted to reflect the number of share options expected to vest. Deferred taxation is recognised over the vesting period. 
Payments made to employees on cancellation of an equity-settled award are accounted for as a repurchase of an equity interest 
and deducted from equity. Any excess of the payment over the fair value of the award calculated at the date of cancellation is 
treated as an expense. On exercise, shares are issued and the nominal value of each share is credited to share capital. The 
difference between the exercise price paid and the nominal value of each share is credited to share premium. The exercise of 
options issued pursuant to the Company’s Long Term Incentive Plan gives rise to a charge against reserves equal to the market 
price per share at the date of exercise.
Taxation
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other 
comprehensive income or directly in equity. Current income tax assets and liabilities comprise those obligations to, or claims 
from, fiscal authorities relating to the current or prior reporting periods that remain unpaid at the reporting date. Current tax is 
payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax 
rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets 
and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill or on the initial 
recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. 
Deferred tax on temporary differences associated with investments in subsidiaries and joint ventures is not provided if reversal 
of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable 
future. Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their 
respective period of realisation, provided those rates are enacted or substantively enacted by the end of the reporting period.
Deferred tax assets are recognised to the extent that it is probable that the underlying tax loss or deductible temporary difference 
will be able to be utilised against future taxable income. This is assessed based on the Group’s forecast of future operating 
results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit. 
Deferred tax liabilities are always provided for in full, deferred tax assets and liabilities are offset only when the Group has a 
right and intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or 
liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate to items that are 
recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other 
comprehensive income or equity, respectively.
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Annual Report and Accounts 
for the year ended 30 September 2015
36 Our Financials
Notes to the consolidated financial statements
continued
4. Segmental reporting
The Group is managed as two separate divisions, providing IT solutions and associated services to the manufacturing and multi-
channel retail sectors. Substantially all revenue is generated within the UK. The information provided to the CODM is analysed 
between the divisions as follows:
Manufacturing Multi-Channel Total
2015
£000
2014
£000
2015
£000
2014
£000
2015
£000
2014
£000
Revenue – external customers 6,478 6,736 12,704 9,675 19,182 16,411
Cost of sales (1,294) (1,190) (1,670) (1,293) (2,964) (2,483)
Gross profit 5,184 5,546 11,034 8,382 16,218 13,928
Depreciation
†
(52) (73) (104) (62) (156) (135)
Operating profit before adjustments 680 952 2,623 1,887 3,303 2,839
Amortisation* (61) (53) (422) (334) (483) (387)
Acquisition-related and restructuring 
costs (109) — (201) (303) (310) (303)
Share-based payment charges (8) (22) (81) (79) (89) (101)
Result from operating activities 502 877 1,919 1,171 2,421 2,048
Net finance expense (390) (132)
Taxation (164) (318)
Profit attributable to equity holders 1,867 1,598
* Amortisation of acquisition-related intangibles.  
†
 Depreciation charged to operating profit.
The CODM uses both gross profit and operating profit measures in assessing the performance of the Group’s divisions. The 
largest customer of the Multi-channel retail division accounted for 13% (2014: 9%) of divisional revenue. No other customer 
accounts for more than 10% of the revenue of either division.
An analysis of items contained within the Statement of Financial Position is set out below. The Group’s assets are held in the 
United Kingdom. Included within other unallocated assets and liabilities are cash balances totalling £1.60 million (2014: 
£0.70 million) and an investment held for resale. Amounts in respect of shared operations cannot be allocated between 
operating divisions.
Additions to property, plant and equipment year amounted to £296,000 (2014: £113,000). A total of £102,000 (2014: £27,000) 
were attributable to the Manufacturing division, with £194,000 (2014: £86,000) incurred by the Multi-channel retail division. 
Analysis of items contained within the Statement of Financial Position
Manufacturing Multi-Channel Total
2015
£000
2014
£000
2015
£000
2014
£000
2015
£000
2014
£000
Property, plant and equipment 150 110 319 184 469 294
Intangible assets 12,030 11,598 18,597 16,916 30,627 28,514
Deferred tax assets 1,092 1,137 227 8 1,319 1,145
Inventory — — 83 4 83 4
Cash and cash equivalents 1,451 2,111 1,560 2,972 3,011 5,083
Trade and other receivables 1,485 1,891 3,987 2,815 5,472 4,706
Total assets 16,208 16,847 24,773 22,899 40,981 39,746
Trade and other payables (1,531) (1,568) (2,378) (1,787) (3,909) (3,355)
Deferred income (2,165) (2,181) (2,665) (2,231) (4,830) (4,412)
Income tax — — — (47) — (47)
Deferred taxation (73) (27) (863) (554) (936) (581)
Deferred consideration (263) — (1,575) (2,028) (1,838) (2,028)
Pension obligations (4,627) (4,804) — — (4,627) (4,804)
Total liabilities (8,659) (8,580) (7,481) (6,647) (16,140) (15,227)
Allocated net assets 7,549 8,267 17,292 16,252 24,841 24,519
Other unallocated assets and liabilities 1,786 1,298
Net assets 26,627 25,817
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Our Financials
5.  Related parties
The Group’s related parties are its key management personnel and the Sanderson Group Retirement Benefit Scheme (the 
Scheme), a legacy defined benefit pension scheme that closed to new members in 1995 and to future accrual in 2004.
The defined benefit plan does not hold shares in Sanderson Group plc. The Group provides payroll services to facilitate the 
payment of pensions to retired members of the Scheme and accounting services to the Scheme trustee for the preparation of the 
Scheme accounts. Certain of the Group’s employees act as directors of the corporate trustee of the Scheme. No charge is made 
for these services. The Group’s only transactions with the Scheme relate to contributions paid to the plan as set out in note 27 
and administrative expenses incurred by the Scheme that are charged to the employer and expensed by the Group as incurred. 
Key management personnel of the Group comprises the executive directors, members of the senior management team and the 
non-executive directors, a total of ten individuals. Remuneration paid to key management personnel during the year is set out  
in note 8.
6. Share-based payments
The Group operates an HMRC approved executive management incentive plan (EMI), an unapproved share option plan, a 
Company Share Option Plan (‘CSOP’) and a Long Term Incentive Plan (‘LTIP’). Details of the total number of shares under option 
at the year end and conditions on qualification and exercise are set out below:
Grant 
Date
Employees 
entitled
Number 
of options
Performance 
conditions
Exercise 
price (p)
Earliest 
exercise date
Expiry 
date
16/12/2004 Management 75,700 Earnings per share growth 54.25 01/10/2007 30/09/2017
27/05/2005 Management 215,579 Earnings per share growth 56.00 01/10/2007 15/12/2017
27/05/2005 Management 59,000 Earnings per share growth 57.00 01/10/2007 30/09/2017
04/08/2009 Management 100,000 * 09.50 03/08/2012 03/08/2016
21/05/2010 Management 400,000 * 23.00 21/05/2013 21/05/2017
05/01/2011 Management 125,000 27.50 05/04/2014 05/01/2021
29/06/2011 Management 190,000 30.00 29/06/2014 29/06/2018
27/11/2012 Management 200,000 45.75 27/11/2015 27/11/2019
18/12/2012 Management 110,000 49.00 18/12/2015 18/12/2019
13/12/2013 Management 375,000 71.00 13/12/2016 13/12/2023
17/12/2013 Management 105,000 † 70.50 17/12/2016 17/12/2023
17/12/2013 Employees 101,130 ‡ 10.00 17/12/2014 17/12/2021
03/03/2014 Management 400,000 57.50 03/03/2017 03/03/2023
2,456,409
*  Performance conditions relating to options issued after 2005 have included targets based on operating profit, growth in earnings per share and total shareholder 
return.
†  Performance conditions relating to options issued to certain managers at One iota Limited are based on target profitability and are in line with the conditions relating 
to the measurement and payment of deferred conditional consideration payable to the former shareholders of the business. 
‡  Options granted to employees of One iota Limited were issued without performance conditions and with an exercise price at a discount to the market value at the 
time of issue. The options are exercisable in three equal annual tranches commencing December 2014.
The number and weighted average exercise price of share options are as follows:
2015 
Weighted 
average 
exercise price 
2015 
Number of 
options 
(number)
2014 
Weighted 
average 
exercise price 
2014 
Number of 
options 
(number)
Outstanding at start of year 40.7p 3,007,650 28.2p 4,556,290
Granted during the year — — 56.6p 1,035,950
Exercised during the year (37.0)p (536,742) (24.5)p (2,584,590)
Forfeited during the year (10.0)p (14,499) — —
Outstanding at end of the year 45.4p 2,456,409 40.7p 3,007,650
Exercisable at end of the year 33.3p 1,165,279 30.2p 1,661,700
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Annual Report and Accounts 
for the year ended 30 September 2015
38 Our Financials
Notes to the consolidated financial statements
continued
6. Share-based payments continued
Options exercised during the year were in respect of the following schemes:
Quantity Exercise price
LTIP 220,000 £1 per exercise
EMI 176,742 10.00p — 57.00p
CSOP
Unapproved
90,000
50,000
27.50p — 30.00p
23.00p
Options outstanding at 30 September 2015 have exercise prices in the ranges 10.0 pence to 71.0 pence per share. The 
weighted average contractual life of the options is 4.9 years (2014: 5.3 years). 
On 30 September 2015 the closing share price of Sanderson Group plc was 64.5 pence. During the year ending on that date the 
closing share price varied in the range 59.5 pence to 72.5 pence.
Fair value assumptions of share-based payments
The fair value of services received in return for share options granted is measured by reference to the fair value of share options 
granted. The estimate of fair value is measured using the Black–Scholes model. Details of the fair value of share options granted 
in the prior period, together with the assumptions used in determining the fair value are summarised below. No share options 
were granted in the current period.
30 September
2014
Weighted average share price at date of grant (pence) 67.2
Weighted average exercise price (pence) 56.6
Weighted average contractual life (years) 9.7
Weighted average expected volatility 25%
Weighted average expected dividend yield 2.1%
Weighted average risk free interest rate 4.2%
Weighted average fair value of options granted (pence) 20.7%
The volatility assumption, measured at the standard deviation of expected share price movements, is based on a statistical 
analysis of historic movements over a two year period ending on the date of grant.
Charge to the income statement
The charge to the income statement comprises:
2015
£000
2014
£000
Share-based payment charges 89 101
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Our Financials
7. Expenses and auditor’s remuneration
Included in the income statement are the following items:
2015
£000
2014
£000
Auditor’s remuneration:
 Audit of these financial statements 10 10
Amounts received by auditors and their associates in respect of:
 Audit of financial statements of subsidiaries pursuant to legislation 45 42
 Taxation advice 7 19
Depreciation and other amounts written off property, plant & equipment:
 Owned, in respect of continuing activities 156 135
Amortisation of acquisition-related intangible assets 483 387
Amortisation of development costs 499 243
Aggregate charge against income in respect of research and development 1,819 1,661
Cost of inventory recognised as an expense 2,964 2,483
Rentals payable under plant and machinery operating leases 10 9
Leasehold property rentals 341 297
The aggregate charge in respect of research and development represents the total cost incurred during the year, less amounts 
capitalised in accordance with IAS 38: Intangible Assets. Cost of inventory represents the cost of third party products provided to 
customers in conjunction with the Group’s own proprietary software and services.
8. Personnel expenses
The average number of persons employed by the Group during the period was as follows:
2015
No.
2014
No.
Technical 169 147
Sales and marketing 29 25
Administrative 20 21
218 193
The aggregate payroll costs of the persons employed, including directors, were as follows:
2015
£000
2014
£000
Wages and salaries 8,484 7,395
Social security costs 957 791
Contributions to defined contribution pension plans 686 517
Share-based payment charge 89 101
10,216 8,804
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Annual Report and Accounts 
for the year ended 30 September 2015
40 Our Financials
Notes to the consolidated financial statements
continued
8. Personnel expenses continued
Salary costs in respect of the directors of the Company are set out below:
Salary 
or fees 
£000
Payments 
to defined 
contribution 
pension 
£000
Benefits 
in kind 
£000
Value arising 
on exercise 
of options 
£000
Total 
2015 
£000
Total 
2014 
£000
Executive directors
Christopher Winn 300 — 9 — 309 1,182
Ian Newcombe 150 26 4 — 180 247
Adrian Frost 128 46 4 115 293 259
Non-executive directors
John Paterson 33 — — — 33 32
Philip Kelly 33 33 32
David Gutteridge* 10 — — — 10 —
654 72 17 115 858 1,752
* Figures in respect of David Gutteridge cover the period from his appointment on 9 June 2015. 
Salaries paid to the executive directors include car allowances to compensate for the use of personal vehicles on Company 
business. Mr Winn’s salary also includes an amount paid in lieu of Company pension contributions.
The executive directors’ bonuses are payable when targets in respect of Group operating profit, set by the Remuneration 
Committee, are achieved. Bonuses for the year ending 30 September 2016 will be based on targets in respect of Group 
operating profit and growth in earnings per share. 
The executive directors are provided with life assurance, permanent health insurance and private medical insurance. The cost 
to the Group is reflected in the value of benefits in kind disclosed above. Contracts of employment for executive directors include 
mutual notice periods of twelve months.
The following table provides details of remuneration paid to key management personnel during the year. For purposes of this 
disclosure, key management personnel are defined as the executive directors, members of the senior management team and the 
non-executive directors (ten individuals). 
2015
£000
2014
£000
Short-term employee benefits 916 1,100
Post-employment benefits 110 102
Share-based payments 20 57
1,046 1,259
The directors received dividends from the Company by virtue of their shareholdings in the Company, details of which are 
disclosed in the Directors’ report. 
No director had a material interest in any contract in relation to the business of the Company or its subsidiary undertakings.
9. Finance income
2015
£000
2014
£000
Bank interest received 35 13
Dividend received 12 15
47 28
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Our Financials
10. Finance expenses
2015
£000
2014
£000
Other interest — 4
Net interest on defined benefit pension scheme deficit 185 156
185 160
The Company is required by International Accounting Standards to calculate the fair value of deferred consideration by 
discounting expected future cash payments using the Company’s cost of capital. The discount is then charged to the income 
statement over the period of deferral. As a result of certain deferred consideration payments in respect of One iota Limited being 
paid earlier than previously forecast, an accelerated charge of £252,000 (2014: £nil) has arisen. This charge, which is a non-
cash item, has been separately reported as an acquisition-related finance expense. 
11. T axation
2015
£000
2014
£000
Current tax expense
UK corporation tax for the current year — —
Overseas corporation tax for the current year — (6)
Relating to prior periods 26 —
Total current tax 26 (6)
Deferred tax
Deferred tax for the current year 216 315
Relating to prior periods (78) 9
Total deferred tax 138 324
Taxation charged to the income statement 164 318
Reconciliation of effective tax rate
The current consolidated tax charge for the period is lower (2014: lower) than the average standard rate of corporation tax in the 
UK during the period of 20.5%. The differences are explained below.
2015
£000
2014
£000
Profit before taxation — continuing operations 2,031 1,916
Tax using the average UK Corporation tax rate of 20.5% (2014: 22%) 416 422
Effects of:
Expenses not deductible for tax purposes 74 62
Utilisation and recognition of losses (262) 149
Tax relief arising on option exercise — (272)
Over provision in previous years (52) 9
Change in tax rate (12) (52)
Total tax in income statement 164 318
12. Dividends
2015
£000
2014
£000
Interim dividend of 0.9 per share (2014: 0.80p) 491 432
Final dividend relating to previous financial year of 1.00p per share (2014: 0.85p) 544 441
Total dividend for the financial year 1,035 873
A final dividend of 1.20 pence per ordinary share in respect of the financial year ended 30 September 2015 will be proposed 
at the Annual General Meeting of the Company, expected to be held on 3 March 2016. If approved by shareholders, the 
total final dividend payment will amount to £655,206. The directors will receive a proportion of this dividend by virtue of their 
shareholdings in the Company, details of which are disclosed in the Directors’ report.
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Annual Report and Accounts 
for the year ended 30 September 2015
42 Our Financials
Notes to the consolidated financial statements
continued
13. Earnings per share
Basic and diluted earnings per share are calculated by dividing the result after tax for the year by the weighted average number 
of ordinary shares at the end of the year and the diluted weighted average number of ordinary shares at the end of the year 
respectively. In order to better demonstrate the performance of the Group, an adjusted earnings per share calculation has been 
presented below which adds back items typically adjusted for by users of the accounts. The calculations for earnings and the 
number of shares relevant to all of the measures of earnings per share described in the foregoing are set out below:
Earnings:
2015
£000
2014
£000
Result for the year 1,867 1,598
Amortisation of acquisition-related intangibles 483 387
Share-based payment charges 89 101
Acquisition-related and restructuring costs 310 303
Adjusted profit for the year 2,749 2,389
Number of shares:
2015
No.
2014
No.
In issue at the start of the year 54,063,808 43,800,946
Effect of shares issued in the year 347,143 8,057,990
Weighted average number of shares at year end 54,410,951 51,858,936
Effect of share options 1,446,115 2,328,723
Weighted average number of shares (diluted) 55,857,066 54,187,659
 
Earnings per share:
2015
pence
2014
pence
Total attributable to equity holders of the parent undertaking:
 Basic 3.4 3.1
 Diluted 3.3 2.9
Earnings per share, adjusted, from continuing operations:
 Basic 5.1 4.6
 Diluted 4.9 4.4
14. Property, plant and equipment
Leasehold 
improvements
£000
Plant and
equipment 
£000
Total 
£000
Cost
Balance at 1 October 2013 191 468 659
Additions 41 72 113
Additions as part of acquisition of subsidiary undertaking — 9 9
Balance at 30 September 2014 232 549 781
Additions 89 207 296
Additions as part of acquisition of subsidiary undertaking — 35 35
Balance at 30 September 2015 321 791 1,112
Depreciation
Balance at 1 October 2013 76 276 352
Charge for the year 30 105 135
Balance at 30 September 2014 106 381 487
Charge for the year 24 132 156
Balance at 30 September 2015 130 513 643
Net book value
At 30 September 2014 126 168 294
At 30 September 2015 191 278 469
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Our Financials
15. Intangible assets
Goodwill 
£000
Intellectual 
property 
£000
Customer 
relationships 
£000
Development 
costs* 
£000
Total 
£000
Cost
Balance at 1 October 2013 23,522 1,222 496 1,273 26,513
Acquired 2,608 1,690 972 — 5,270
Internally developed — — — 680 680
Balance at 30 September 2014 26,130 2,912 1,468 1,953 32,463
Acquired (note 16) 1,273 781 217 — 2,271
Internally developed — — — 824 824
Balance at 30 September 2015 27,403 3,693 1,685 2,777 35,558
Amortisation and impairment
Balance at 1 October 2013 1,499 898 175 747 3,319
Amortisation for the year — 229 158 243 630
Balance at 30 September 2014 1,499 1,127 333 990 3,949
Amortisation for the year — 298 185 499 982
Balance at 30 September 2015 1,499 1,425 518 1,489 4,931
Net carrying value
Balance at 30 September 2014 24,631 1,785 1,135 963 28,514
Balance at 30 September 2015 25,904 2,268 1,167 1,288 30,627
* Development costs are internally generated. 
The amortisation charges are recognised in the following line items in the income statement:
2015
£000
2014
£000
Administrative and establishment expenses 982 630
Amortisation and impairment
Intangible assets other than goodwill are amortised over their useful economic lives. In the case of intellectual property and 
customer relationships, the useful economic life is assessed by reference to the anticipated minimum period over which the 
asset is expected to remain separately identifiable and cash generative. This is typically between five and ten years. Intellectual 
property and customer relationship assets have between two and nine years’ unamortised economic life. In the case of 
development costs, amortisation is charged over the period during which the development is expected to generate revenue. 
Goodwill, analysed by reference to cash-generating units, is set out below:
2015
£000
2014
£000
Manufacturing 11,279 11,091
Multi-channel retail 14,625 13,540
Goodwill 25,904 24,631
The Group tests goodwill annually for impairment, or more frequently if an event occurs to warrant a review. The recoverable 
amounts attributed to each CGU are based on value in use calculations. The key assumptions made in undertaking the value in 
use calculations involve estimating operating profit growth rates and are set out below. Budgeted profit and cash flow forecasts 
for the financial year ending 30 September 2016 have been extrapolated for periods of between ten and twelve years (based on 
the average length of customer relationship) and used as the basis of the calculations.
Manufacturing CGU: 2% operating profit growth based on management estimates of achievable growth through greater market 
share. The recent introduction of new products specifically developed by the Group for the manufacturing customer base are 
expected to enable the growth assumptions to be met. The profitability of the Manufacturing CGU declined during the year 
ended 30 September 2015. Management is confident this trend will be reversed in future years. 
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Annual Report and Accounts 
for the year ended 30 September 2015
44 Our Financials
Notes to the consolidated financial statements
continued
15. Intangible assets continued
Multi-channel retail CGU: 3% operating profit growth from operating in a market exhibiting growth rates in excess of this 
figure. Based on independent estimates of industry specific growth rates where available and previous experience where not. 
Independent estimates suggest the ecommerce economy is likely to grow at 5–10% per annum in the short to medium–term.
Discount rate assumptions are based on management estimates of the internal cost of capital likely to apply over the expected 
useful economic life of the goodwill and management’s view of the risk associated with each CGU. A discount rate of 8% has 
been applied to the Manufacturing CGU, whereas 10% has been applied to the Multi-channel retail CGU.
The directors have formulated profit and cash flow forecasts for the financial year ending 30 September 2016 on the basis of the 
growth rates set out above. The value in use of the goodwill of the Manufacturing CGU exceeds the carrying value by  
£0.84 million. The value in use of the goodwill of the Multi-channel retail CGU exceeds the carrying value by £12.20 million. In 
the event that economic conditions worsen and growth in revenue and gross margin is not achievable, the directors are of the 
view that judicious management of the Group’s cost base will enable the profit growth targets to be achieved. The directors have 
sensitised the profit and cash flow forecast relating to both CGUs. The Manufacturing CGU profit forecast would need to fall by 
7% to trigger an impairment charge. In the case of the Multi-channel retail CGU a profit reduction of 42% would be required. 
16. Acquisitions 
Current year 
On 5 December 2014 the Group acquired control of Proteus Software Limited by purchasing the entire issued ordinary share 
capital (and thereby 100% of the voting rights) for a maximum aggregate consideration of £1.90 million. Cash consideration of 
£1.40 million was paid at completion and deferred consideration of up to £500,000 will be payable subject to Proteus achieving 
certain performance targets in the year to 5 December 2015. Based on current forecasts, management expects to pay £191,000 
in January 2016 and this amount had been included in the calculation of consideration shown below.
The business provides warehouse management solutions to businesses operating in the areas of third party logistics, warehouse 
management and supply chain distribution. The business complements the Group’s existing operations in these areas, a major 
reason for the Group completing the acquisition. 
For the year ended 30 September 2014 Proteus had unaudited revenue of £1.98 million (2013: £1.91 million) and a loss before 
taxation of £3,000 (2013: profit before tax of £11,000). At 30 September 2014 Proteus’s net assets were £586,000. In the period 
from 6 December 2014 to 30 September 2015 the subsidiary contributed £1.88 million to consolidated revenue and £58,000 to 
consolidated profit before taxation (stated after charging amortisation of acquired intangibles).
It is estimated that the acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:
Pre-acquisition 
carrying 
amount
£000
Fair value 
adjustment
£000
Recognised 
value on 
acquisition
£000
Property, plant and equipment 34 — 34
Intellectual property 395 214 609
Other intangible assets — 173 173
Stock 42 — 42
Trade and other receivables 692 (36) 656
Cash and cash equivalents 452 — 452
Income tax receivable — 42 42
Deferred income (692) — (692)
Trade and other payables (361) (420) (781)
Deferred taxation — (29) (29)
Net identifiable assets and liabilities 562 (56) 506
Goodwill on acquisition 1,085
1,591
Cash consideration paid at completion 1,400
Deferred contingent cash consideration 191
Net consideration payable 1,591
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Our Financials
The deferred consideration payable has not been discounted as the likely amount payable and date of payment mean that the 
effect of any discount will be immaterial.
On 8 June 2015 the Group acquired control of Evogenic Limited by purchasing the entire issued ordinary share capital (and 
thereby 100% of the voting rights) for a maximum aggregate consideration of £445,000. Cash consideration of £110,000 was 
paid at completion. Unconditional deferred consideration of £60,000 will be paid in five equal instalments at six monthly intervals 
commencing in December 2015. Further deferred consideration of up to £275,000 will be payable subject to the Evogenic 
trading activity achieving certain performance targets in the three years to June 2018. Based on current forecasts, management 
expects to pay £238,000 over the three year period.
The business has developed an ERP solution to meet the unique demands of SME manufacturers and distributors. The solution 
complements the Group’s existing operations in these areas, a major reason for the Group completing the acquisition. For the 
year ended 30 June 2014 Evogenic had unaudited revenue of £84,000 (2013: £117,000) and a profit before taxation of £5,000 
(2013: £14,000). At 30 June 2014 Evogenic’s net assets were £16,000. In the period from 8 June 2015 to 30 September 2015 
the Evogenic business contributed £30,000 to consolidated revenue and £5,000 to consolidated profit before taxation (stated 
after charging amortisation of acquired intangibles).
It is estimated that the acquisition had the following effect on the Group’s assets and liabilities at the acquisition date:
Pre-acquisition 
carrying 
amount
£000
Fair value 
adjustment
£000
Recognised 
value on 
acquisition
£000
Property, plant and equipment 1 — 1
Intangible assets — 216 216
Trade and other receivables 4 — 4
Cash and cash equivalents 17 — 17
Trade and other payables (3) (20) (23)
Deferred taxation — (32) (32)
Net identifiable assets and liabilities 19 164 183
Goodwill on acquisition 188
371
Cash consideration paid at completion 110
Deferred unconditional cash consideration 52
Deferred contingent cash consideration 209
Net consideration payable 371
The deferred consideration shown in the table above has been discounted to present value in accordance with IAS 39 using a 
discount rate of 8% based on management’s estimate of the internal cost of capital appropriate to the investment.
The fair value adjustments relate to the recognition of intangible assets in accordance with IFRS 3: Business Combinations, 
adjustments to trade receivables to provide for amounts written off post completion, the recognition of income tax and deferred 
tax assets and liabilities and the accrual of costs incurred prior to completion but payable after completion. Fair values have been 
determined on a provisional basis.
Pre-acquisition carrying amounts were determined based on applicable IFRS, immediately prior to the acquisition. The values of 
assets and liabilities recognised on acquisition are their estimated fair values. In determining the fair value of intangible assets, 
the Group adopted an income basis with estimated future cash flows discounted at a rate of 10% per annum.
The goodwill recognised on the acquisition is attributable mainly to the skills and technical talent of the workforce of the acquired 
business and the expected synergies to be achieved from integrating the company into the Group’s existing multi-channel retail 
operations.
Costs relating to the acquisitions of £184,000 (2014: £125,000) have been charged against operating profit and are included in 
administrative expenses.
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Annual Report and Accounts 
for the year ended 30 September 2015
46 Our Financials
Notes to the consolidated financial statements  
continued
16. Acquisitions continued
Prior year 
On 7 October 2013 the Group acquired the entire issued ordinary share capital of One iota Limited. Cash consideration of  
£2.38 million was paid at completion and a further £750,000 of consideration was satisfied at completion by the issue of 1,314,636 
ordinary shares at a price of 57.05 pence. Deferred consideration of £300,000 will be paid unconditionally in six equal instalments of 
£50,000 over the three year period immediately following completion. Further conditional deferred consideration of up to  
£2.00 million will be payable subject to One iota achieving certain performance targets over the three years ending 30 September 
2016. Having applied a discount rate of 8% to future cash flows, management has estimated the fair value of consideration to amount 
to £4.78 million net of cash balances acquired, of which £750,000 has been satisfied by the issue of shares at completion and the 
remainder to be satisfied in cash. The business develops cloud-based, digital retail solutions via mobile, tablet and in-store devices. 
17. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following and are disclosed as non-current assets and liabilities in the 
Consolidated statement of financial position:
Assets Liabilities Net
2015
£000
2014
£000
2015
£000
2014
£000
2015
£000
2014
£000
Property, plant and equipment 231 69 — — 231 69
Intangible assets — — (936) (486) (936) (486)
Share-based payment expense 55 42 — — 55 42
Trade and other payables 107 — — (95) 107 (95)
Employee benefits 926 960 — — 926 960
Tax losses — 74 — — — 74
1,319 1,145 (936) (581) 383 564
Movement in deferred tax for the year ended 30 September 2015
As at 
1 October 
2014 
£000
Income 
statement 
£000
Acquisition 
of subsidiary 
undertaking 
£000
Statement of 
comprehensive 
income 
£000
As at 
30 September 
2015 
£000
Property, plant and equipment 69 158 4 — 231
Intangible assets (486) (384) (66) — (936)
Share-based payment expense 42 13 — — 55
Trade and other payables (95) 201 1 — 107
Employee benefits 960 (52) — 18 926
Tax losses 74 (74) — — —
564 (138) (61) 18 383
Movement in deferred tax for the year ended 30 September 2014
As at 
1 October 
2013 
£000
Income 
statement 
£000
Acquisition 
of subsidiary 
undertaking 
£000
Statement of 
comprehensive 
income 
£000
As at 
30 September 
2014 
£000
Property, plant and equipment 178 (109) — — 69
Intangible assets (162) 87 (411) — (486)
Share-based payment expense 29 13 — — 42
Trade and other payables (14) (81) — — (95)
Employee benefits 835 (58) — 183 960
Tax losses 250 (176) — — 74
1,116 (324) (411) 183 564
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Our Financials
A deferred tax asset of £560,000 (2014: £637,000) in respect of tax losses has not been recognised, as its future economic 
benefit is uncertain. The gross value of losses in respect of which the unrecognised deferred tax asset relates is £2.80 million 
(2014: £3.18 million).
The rate of UK corporation tax changed during the financial year ending 30 September 2015 resulting in a change to the rate at 
which deferred tax assets could be utilised. This reduced the charge to the income statement by £12,000 (2014: reduction of 
£52,000).
18. Trade and other receivables
2015
£000
2014
£000
Trade receivables 4,018 3,713
Prepayments and accrued income 1,454 993
5,472 4,706
All trade and other receivables are short-term. The directors consider that the carrying amount of trade receivables approximates 
to their fair value. All trade and other receivables have been reviewed for indications of impairment.
The Group invoices all pre-contracted recurring revenues up to six weeks before the renewal date. Payment terms require the 
invoices to be paid by the renewal date. Such invoices are only shown as overdue when the invoice remains outstanding after 
the renewal date has passed. Unless specific agreement has been reached with individual customers, all other invoices are due 
30 days after the date of the invoice. The Group’s terms and conditions of sale permit the Group to charge interest, at 4% above 
bank base rates, on all invoices that remain unpaid 30 days after their due date. 
Due to the nature of the Group’s trade certain customers may delay payment until project-related milestones have been met. 
Payment terms are not contingent on milestones being met, but an assessment as to the remaining work required to be done 
and the potential loss of customer goodwill arising from enforcement of contractual payment terms may take place when 
considering actions to be taken to secure payment. The Group has a good record in respect of invoiced amounts proving difficult 
to recover and does not ordinarily write off amounts due. 
Of the total trade receivables shown above, £1,520,161 (2014: £761,000) are past due but not impaired. An analysis of these 
trade receivables is set out below:
2015
£000
2014
£000
0–30 days overdue 740 307
30–60 days overdue 280 50
60–90 days overdue 236 101
90+ days overdue 264 303
Total 1,520 761
Movement in impairment provisions:
Balance at the beginning of the year 60 15
Impairment losses recognised 15 85
Amounts written off as uncollectible (33) (40)
Balance at the end of the year 42 60
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Annual Report and Accounts 
for the year ended 30 September 2015
48 Our Financials
Notes to the consolidated financial statements
continued
19. Other short-term financial assets
Available for sale financial assets
The Group has invested in the ordinary share capital of an unrelated company whose shares are traded on the London Stock 
Exchange. The shareholding represents less than 3% of the total issued share capital of the company and is recorded at  
market value. 
20. Deferred consideration
2015
£000
2014
£000
Current liabilities:
Arising on the acquisition of Catan Marketing Limited 
Conditional deferred consideration — 95
Arising on the acquisition of One iota Limited
Unconditional deferred consideration 94 90
Conditional deferred consideration 1,245 630
Arising on the acquisition of Proteus Software Limited (note 16)
Conditional deferred consideration 191 —
Arising on the acquisition of Evogenic Limited (note 16)
Unconditional deferred consideration 23 —
Conditional deferred consideration 41 —
1,594 815
2015
£000
2014
£000
Non-current liabilities:
Arising on the acquisition of One iota Limited 
Unconditional deferred consideration 45 124
Conditional deferred consideration — 1,089
Arising on the acquisition of Evogenic Limited (note 16)
Unconditional deferred consideration 31 —
Conditional deferred consideration 168 —
244 1,213
21. Trade and other payables
2015
£000
2014
£000
Trade payables 560 773
Other taxation and social security 1,288 1,086
Accruals and customer deposits 2,061 1,496
3,909 3,355
All trade and other payables are short-term. The directors consider that the carrying amount of trade and other payables 
approximates to their fair value.
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Our Financials
22. Share capital
2015
No. ’000
2014
No. ’000
Authorised
Equity: 535,000,000 Ordinary shares of 10 pence each 53,500 53,500
2015
£000
2014
£000
Allotted, called up and fully paid
At 1 October 2014: Equity — 54,063,808 Ordinary shares of 10 pence each 5,406 4,380
Issued during the year 54 1,026
At 30 September 2015: Equity — 54,600,550 Ordinary shares of 10 pence each 5,460 5,406
The following share issues occurred during the year:
Date Reason Quantity Price
19/12/14 Exercise of options 220,000 68.25p
19/12/14 Exercise of options 50,000 54.25p
23/12/14 Exercise of options 34,670 10.00p
13/02/15 Exercise of options 3,234 10.00p
08/03/15 Exercise of options 52,421 57.00p
25/03/15 Exercise of options 34,000 57.00p
25/03/15 Exercise of options 50,000 27.50p
25/03/15 Exercise of options 40,000 30.00p
31/03/15 Exercise of options 2,417 10.00p
07/07/15 Exercise of options 50,000 23.00p
23. Capital and reserves
Reconciliation of movements in capital and reserves
Movements in capital and reserves are set out in the Consolidated statement of changes in equity on page 26.
The accumulated amount of current and deferred tax relating to items that are charged or credited directly to equity is a credit of 
£709,000 (2014: a credit of £691,000).
24. Financial instruments disclosure
Capital risk management 
Capital management objectives are to ensure the Group’s ability to continue as a going concern and to provide a return to 
shareholders by adopting a progressive dividend policy.
The capital structure of the Group currently consists of cash and cash equivalents and equity attributable to equity holders of 
the parent, comprising issued capital, reserves and retained earnings as disclosed in the Consolidated statement of changes in 
equity. The Group’s Audit Committee reviews the capital structure as part of its risk analysis. As part of this review, the Committee 
considers the cost of capital and the risks associated with each class of capital. 
The Group is not subject to externally imposed capital requirements, other than the minimum capital requirements and duties 
regarding serious reduction of capital, as imposed by the Companies Act 2006 on all public limited companies.
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Annual Report and Accounts 
for the year ended 30 September 2015
50 Our Financials
Notes to the consolidated financial statements
continued
24. Financial instruments disclosure continued
Categories of financial assets and financial liabilities
The Group held the following categories of financial instruments:
2015
£000
2014
£000
Financial assets
Loans and receivables (including trade and other receivables, cash and cash equivalents) 8,625 9,872
Available for sale assets 190 222
8,815 10,094
Financial liabilities 
Trade payables and accruals 2,621 2,269
Deferred consideration 1,838 2,028
4,459 4,297
The fair value of the financial instruments set out above is not materially different to the book value.
Market risk management
The Group is exposed to price risk in respect of its investment in the listed equity securities of an unrelated company whose 
shares are traded on the London Stock Exchange. For the listed equity securities, an average volatility of 2.4% has been 
observed since the year end to November 2015. The volatility figure is considered to be a suitable basis for estimating how profit 
or loss and equity would have been effected by changes in market risk that were reasonably possible at the reporting date. If the 
quoted stock price for these securities increased or decreased by that amount, other comprehensive income and equity would 
have changed by £4,000. The listed securities are classified as available for sale (‘AFS’) assets; therefore, no effect on profit or 
loss would have occurred. 
The investments in listed equity securities are considered strategic investments. In accordance with the Group’s policies, no 
specific hedging activities are undertaken in relation to these investments. The investments are continuously monitored and 
voting rights arising from these equity instruments are utilised in the Group’s favour.
Liquidity risk management
The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring both forecast as well 
as actual cash flows to enable matching of the maturity profiles of financial assets and liabilities. Sufficient cash is retained to 
service short-term financing needs.
The following is an analysis of the contractual undiscounted cash flows payable under financial liabilities. The table includes 
principal only cash flows in respect of trade and other payables and gross amounts payable as deferred consideration. 
Current Non-current
2015
Within 
6 months 
£000
6 to 12 
months
£000
1 to 2 
years
£000
2 to 5 
years
£000
Trade payables and accruals 2,621 — — —
Deferred consideration 1,553 106 155 125
4,174 106 155 125
Current Non-current
2014
Within 
6 months 
£000
6 to 12 
months
£000
1 to 2 
years
£000
2 to 5 
years
£000
Trade payables and accruals 2,269 — — —
Deferred consideration 825 50 750 720
3,094 50 750 720
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Our Financials
Interest rate sensitivity analysis
At the year end date there was no material exposure to movements in interest rates as the Group reported a cash balance in 
excess of £4.6 million. 
Other financial assets and liabilities
The financial assets and liabilities measured at fair value in the statement of financial position are measured in accordance with 
the fair value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs 
used in measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as 
prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the 
fair value measurement.
The financial assets measured at fair value in the statement of financial position at 30 September 2015 are available for sale 
financial assets which are in level 1 and valued as set out in note 19. 
The financial liability measured at fair value in the statement of financial position at 30 September 2015 is deferred consideration 
which is in level 3 in the fair value hierarchy. The fair value of deferred consideration relates to the acquisitions of One iota 
Limited in the prior year and Evogenic Limited in the current year and is estimated using a present value technique. Deferred 
consideration payable in respect of Proteus Software Limited, also acquired during the current year, has not been discounted 
due to the amount payable and the proximity of the payment date to the financial year end. Fair value is estimated by 
discounting the estimated future cash flows at 8%. The cash flows of consideration payable before discounting are £1.94 million 
and reflect management’s estimates of consideration that will become payable in the future. The discount rate is based on the 
Group’s weighted average cost of capital. The effects on the fair value of risk and uncertainty in the future cash flows are dealt 
with by adjusting the estimated cash flows rather than adjusting the discount rate. Should any of the acquired businesses not 
achieve its performance targets then the estimated future cash flows may be reduced.
The reconciliation of the carrying amounts of financial instruments classified within level 3 is as follows:
2015
£000
2014
£000
Balance at 1 October 2014 (2,028) (145)
Acquired through business combination (453) (1,982)
Payments made during the year 895 100
Discount unwound and recognised as acquisition-related finance expense (252) (1)
(1,838) (2,028)
Foreign currency risk management
The Group has no material currency exposure. The Group’s financial instruments are denominated in sterling.
Credit risk management
The Group’s credit risk is primarily attributable to its trade receivables. Credit risk is managed by monitoring the aggregate amount 
and duration of exposure to any one customer depending upon their credit rating. The amounts presented in the statement of 
financial position are net of allowances for doubtful debts, estimated by the Group’s management based on prior experience and 
their assessment of the current economic environment. The Group has an excellent history in terms of the level of trade receivables 
written off as irrecoverable.
The credit risk on liquid funds is minimized because the counterparties are UK banks with high credit-ratings assigned by 
international credit-rating agencies.
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Annual Report and Accounts 
for the year ended 30 September 2015
52 Our Financials
24. Financial instruments disclosure continued
Management of other risks
The Group’s policies on interest rate and liquidity risk are described above. 
25. Contingent liabilities
Each company within the Group has guaranteed the bank facilities of its fellow subsidiary companies. Bank facilities available to 
each subsidiary are secured by fixed and floating charges over the whole of the Group’s property, assets and undertakings. At  
30 September 2015 the Group held net cash balances of £4.6 million. 
26. Commitments
Capital commitments, approved by the Board and existing at 30 September 2015 amounted to £nil (2014: £nil).
Total commitments under non-cancellable operating leases are as follows:
2015 2014
Land and 
Buildings 
£000
Other
£000
Land and 
Buildings 
£000
Other
£000
Payable:
Within one year 342 7 253 7
In the second to fifth years inclusive 908 13 741 16
Over five years 2,799 — 2,772 —
4,049 20 3,766 23
Operating leases relate to land, buildings and other assets used to support the operational requirements of the Group.
27. Pension schemes
The Group operates a defined contribution pension scheme. The pension cost charge for the year relating to this scheme was 
£686,000 (2014: £517,000). There was a pension creditor in the prior year’s accounts amounting to £119,000 but there is no 
equivalent creditor at 30 September 2015.
A wholly owned subsidiary undertaking, Sanderson Limited, contributes to one defined benefit pension scheme. The scheme is 
now funded solely by employer contributions as it is closed to future accrual and as a result has no contributing members. Benefits 
are paid to members by reference to their length of service and final pensionable salary on the date the scheme closed to future 
accrual. The latest actuarial valuation of the scheme, as at 1 April 2014, showed the scheme to have a deficit of £3.70 million. The 
valuation was performed by the scheme actuary, who is independent of the Group. The valuation is based on the projected unit 
method. 
The scheme falls within the statutory funding framework under the requirements of which the scheme must meet the statutory 
funding objective to have sufficient and appropriate assets to cover its technical provisions. Technical provisions are an estimate 
based on actuarial principles, of the assets needed to cover the scheme liabilities. Liabilities include pensions in payment, benefits 
payable to the spouses or dependants of deceased members and benefits accrued by members yet to reach their prescribed 
retirement age, which will be payable in the future. Technical provisions are calculated using an accrued benefits funding method 
and assumptions chosen by the trustees, after taking the actuary’s advice and obtaining the employer’s agreement.
The defined benefit pension scheme is a separate legal entity from the Sanderson Group and is independently responsible for 
managing the assets and liabilities of the scheme. The scheme trustee is required by the scheme’s trust deed to act in the best 
interests of the members of the scheme. Certain of the Group’s employees act as directors of the corporate trustee of the scheme. 
The scheme exposes the Group to actuarial risks such as:
Projection risk: IAS 19 does not require a full actuarial valuation each period end. The results of the 1 April 2014 actuarial valuation 
have therefore been projected forward to 30 September 2015. By its nature such a projection involves a degree of estimation.
Notes to the consolidated financial statements
continued
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Investment mismatch risk: The discount rate used to calculate the defined benefit obligation under IAS 19 should reflect the 
yield available on a high quality corporate bond. The actual investment strategy adopted by the trustee is not to be fully invested 
in corporate bonds, which means movements in the scheme’s assets may not correspond to movements in the value of liabilities 
as measured under IAS 19.
Longevity risk: If pensions are not bought out and members live longer than expected, the benefits will be payable for longer than 
allowed for in the calculation of the liabilities leading to an experience loss on the plan liabilities. Conversely, should members not 
live as long as expected, an experience gain may arise.
Benefit risk: In calculating the liabilities the company must make a number of assumptions about the way the scheme’s benefits 
will increase over time, such as the impact of inflation. If the increase in benefits does not follow the assumptions made, there is 
a risk that an experience gain or loss may arise. 
Equalisation risk: The Department of Work and Pensions has taken legal advice on GMP equalisation and is currently considering 
options for implementation. There is a risk that additional benefits may arise as a result of implementation. 
Solvency risk: The IAS 19 liabilities are calculated on an ongoing basis, which assumes the sponsoring employer remains solvent 
and the scheme remains in existence. Should the sponsoring employer no longer be in a position to support the scheme, the 
scheme would commence winding up and benefits may have to be bought out with an insurance company. The cost of this 
action is likely to exceed the value of liabilities as calculated under IAS 19. 
The principal assumptions used for the purpose of the IAS 19 valuation were as follows:
2015 2014
Inflation — RPI 3.1% 3.2%
Inflation — CPI 2.3% 2.4%
Pension revaluation in deferment 3.1% 3.2%
Pension escalation in payment* 0.0–5.0% 0.0–5.0%
Discount rate 4.0% 4.0%
* Different categories of member within the scheme are entitled to different rates of escalation. 
Expected percentage long-term rates of return on the main assets classes, net of expenses, set by management having regard to 
actuarial advice and the relevant indices were:
2015 2014
Unitised with profits 4.50% 4.75%
Equities 7.00% 7.00%
Bonds and gilts 3.00% 3.50%
Cash 1.50% 1.50% 
Property 5.50% 6.25%
S1PMA and S1PFA mortality tables have been used in both years. The 2015 valuation applies the CMI 2013 projection model 
with long cohort improvements of at least 1% for both males and females (2014: 1% for both males and females). A male 
member retiring at 30 September 2015 is assumed to have a life expectancy of 22.0 years (2014: 22.8), a female member  
24.3 years (2014: 24.8). A male member retiring in 20 years is assumed to have a life expectancy from their retirement date of 
23.4 years (2014: 24.3) and a female member 25.8 years (2014: 26.3).
Amounts recognised in the income statement in respect of the scheme, before taxation:
2015
£000
2014
£000
Included within operating profit:
 Current service cost; administration fees (20) —
Included within finance expense:
 Net interest cost on scheme deficit (185) (156)
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Annual Report and Accounts 
for the year ended 30 September 2015
54 Our Financials
27. Pension schemes continued
Remeasurements recognised in the statement of comprehensive income, before taxation:
2015
£000
2014
£000
Actual return on scheme assets (237) 432
Expected return on scheme assets (348) (390)
Financial actuarial loss (585) 42
Experience gains or losses arising on the scheme liabilities (15) (154)
Effect of changes in actuarial assumptions 510 (722)
Remeasurement recognised in the statement of comprehensive income (90) (834)
The cumulative actuarial gains and losses recognised in the statement of comprehensive income are as follows:
2015
£000
2014
£000
Cumulative actuarial loss at 1 October (6,566) (5,732)
Recognised during the year (90) (834)
Cumulative actuarial losses at 30 September (6,656) (6,566)
The fair value of the scheme assets and present value of the scheme liabilities at each statement of financial position date were:
2015
£000
2014
£000
Fair value of defined benefit obligation (13,227) (13,367)
Fair value of scheme assets 8,600 8,563
Deficit in the scheme (4,627) (4,804)
Deferred taxation on above 926 960
Net pension liability (3,701) (3,844)
The Group’s share of the assets of the scheme are invested as follows:
2015
£000
2014
£000
Equities 6,030 5,803
Bonds 1,346 1,206
Unitised with-profits fund 292 247
Property 135 49
Cash and cash equivalents 797 1,258
Closing fair value of scheme assets 8,600 8,563
None of the scheme’s assets have quoted prices in an active market. 
The assets of the scheme do not comprise any of the Group’s own financial instruments or any assets used by Group companies. 
An analysis of the Group’s share of the scheme’s assets by investment type is provided below:
2015
%
2014
%
Equities 70 66
Bonds and gilts 16 14
Cash and cash equivalents 9 17
Other (including unitised with profits) 5 3
100 100
Notes to the consolidated financial statements
continued
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Our Financials
Changes in the Group’s share of the fair value of the scheme’s assets, before taxation:
2015
£000
2014
£000
Opening fair value of scheme assets at 1 October 8,563 9,031
Return on plan assets 348 390
Financial actuarial (loss)/gain (585) 42
Benefit payments made (176) (1,260)
Contributions paid 450 360
Closing fair value of scheme assets at 30 September 8,600 8,563
Changes in the Group’s share of the fair value of the defined benefit obligations, before taxation:
2015
£000
2014
£000
Opening defined benefit obligation at 1 October (13,367) (13,205)
Interest cost (531) (546)
Benefit payments made 176 1,260
Actuarial losses: financial 96 (1,264)
Actuarial losses: demographic 399 388
Closing defined benefit obligation at 30 September (13,227) (13,367)
The weighted average duration of the defined benefit obligation at 30 September 2015 was 19 years. 
Total committed contributions to the defined benefit scheme for the financial year ending 30 September 2016 amount to 
£330,000 in respect of agreed monthly contributions.
The results of the IAS 19 valuation at 30 September 2015 are sensitive to the assumptions adopted. The sensitivities regarding 
the principal assumptions used to measure the scheme liabilities are set out below:
Assumption Change in assumption Change in liabilities
Discount rate Decrease by 0.5% Increase by 11% 
Rate of inflation Increase by 0.5% Increase by 5%
Life expectancy Increase by 1 year Increase by 3%
The above analysis is based on a change in an assumption whilst holding all other assumptions constant. In practice, this is 
unlikely to occur and changes in some of the assumptions may be correlated. The sensitivity of the defined benefit obligation to 
significant actuarial assumptions has been estimated, based on the average age and the normal retirement age of members and 
the duration of the liabilities of the scheme. 
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Annual Report and Accounts 
for the year ended 30 September 2015
56 Our Financials
Independent auditor’s report to the  
members of Sanderson Group plc
We have audited the parent company financial statements of Sanderson Group plc for the year ended 30 September 2015 which 
comprise the statement of financial position, statement of cash flows and statement of changes in equity and the related notes. 
The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting 
Standards (IFRS) as adopted by the European Union.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them 
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to 
anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we 
have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of directors’ responsibilities set out on page 21, the directors are responsible for the 
preparation of the parent company financial statements and for being satisfied that they give a true and fair view. Our responsibility 
is to audit and express an opinion on the parent company financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards 
for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion the parent company financial statements:
•	 give a true and fair view of the state of the Company’s affairs as at 30 September 2015; 
•	 have been properly prepared in accordance with IFRS as adopted by the European Union; and
•	 have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic report and the Directors’ report for the financial year for which the financial 
statements are prepared is consistent with the parent company financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our 
opinion:
•	 adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us; or
•	 the parent company financial statements are not in agreement with the accounting records and returns; or
•	 certain disclosures of directors’ remuneration specified by law are not made; or
•	 we have not received all the information and explanations we require for our audit.
Other matter
We have reported separately on the Group financial statements of Sanderson Group plc for the year ended 30 September 2015. 
David White 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
Statutory Auditor, Chartered Accountants 
Birmingham 
30 November 2015
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Our Financials
Company statement of financial position
at 30 September 2015
Note
2015
£000
2014
£000
Non-current assets
Property, plant & equipment 31 66 —
Investments 32 18,193 23,143
Deferred tax asset 33 81 10
18,340 23,153
Current assets
Trade and other receivables 34 4,024 189
Income tax 451 185
Other short-term financial assets 190 222
Cash and cash equivalents 1,595 1,780
6,260 2,376
Current liabilities
Trade and other payables 35 (3,319) (4,390)
Deferred consideration 35 (191) —
(3,510) (4,390)
Net current assets / (liabilities) 2,750 (2,014)
Net assets 21,090 21,139
Equity attributable to the equity holders of the Company
Called up share capital 36 5,460 5,406
Share premium account 9,023 8,809
Available for sale reserve 60 91
Retained earnings 6,547 6,833
Total equity 21,090 21,139
The Company statement of financial position was approved and authorised for issue by the Board of directors on 30 November 2015 
and signed on its behalf by:
Christopher Winn 
Director
 
Company Registration Number 
4968444
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Annual Report and Accounts 
for the year ended 30 September 2015
58 Our Financials
Company statement of cash flows
for the year ended 30 September 2015
2015
£000
2014
£000
Cash flows from operating activities
Profit/(loss) for the year after taxation 858 (277)
Adjustments for:
Net finance expense (45) (23)
Income tax (262) 242
Operating cash flow before changes in working capital 551 (58)
Movement in trade and other receivables (71) —
Movement in amounts due to/from subsidiary undertakings 1,455 560
Movement in trade and other payables 200 (2,601)
Cash generated from continuing operations 2,135 (2,099)
Interest paid (2) —
Net cash flow from operating activities 2,133 (2,099)
Cash flow from investing activities
Acquisition of subsidiary undertaking (1,400) —
Bank interest received 35 8
Dividend received 12 15
Net cash flow from investing activities (1,353) 23
Cash flow from financing activities
Issue of shares, net of costs 118 3,953
Settlement of share options (48) —
Equity dividends paid (1,035) (873)
Net cash flow from financing activities (965) 3,080
Net (decrease)/increase in cash and cash equivalents (185) 1,004
Cash and cash equivalents at beginning of year 1,780 776
Cash and cash equivalents at the end of the year 1,595 1,780
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Our Financials
Company statement of changes in equity
for the year ended 30 September 2015
Share 
capital
£000
Share 
premium
£000
Available 
for sale 
reserve
£000
Retained 
earnings
£000
Total 
equity
£000
At 1 October 2014 5,406 8,809 91 6,833 21,139
Settlement of share options — — — (48) (48)
Dividend paid — — — (1,035) (1,035)
Exercise of share options 54 214 — (150) 118
Share-based payment charge — — — 89 89
Transactions with owners 54 214 — (1,144) (876)
Profit for the year — — — 858 858
Other comprehensive income:
Change in fair value of available for sale asset — — (31) — (31)
At 30 September 2015 5,460 9,023 60 6,547 21,090
for the year ended 30 September 2014
Share 
capital
£000
Share 
premium
£000
Available 
for sale 
reserve
£000
Retained 
earnings
£000
Total 
equity
£000
At 1 October 2013 4,380 4,302 74 8,712 17,468
Shares issued 768 3,482 — — 4,250
Costs incurred in respect of share issue (181) — (181)
Dividend paid — — — (873) (873)
Exercise of share options 258 1,206 — (830) 634
Share-based payment charge — — — 101 101
Transactions with owners 1,026 4,507 — (1,602) 3,931
Loss for the year — — — (277) (277)
Other comprehensive income:
Change in fair value of available for sale asset — — 17 — 17
At 30 September 2014 5,406 8,809 91 6,833 21,139
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Annual Report and Accounts 
for the year ended 30 September 2015
60 Our Financials
Notes to the Company financial statements
28. Accounting policies
Basis of preparation
As used in the financial statements and related notes, the term “Company” refers to Sanderson Group plc. The separate financial 
statements of the Company are presented as required by the Companies Act 2006. The financial statements of the Company 
have been prepared and approved by the directors in accordance with International Reporting Financial Standards (‘IFRS’) as 
adopted by the European Union. For the purposes of the financial statements of the Company, the date of transition to IFRS was 
1 October 2010.
A separate income statement dealing with the results of the Company only has not been presented, as permitted by Section 408 
of the Companies Act 2006.
Basis of measurement
The financial statements have been prepared under the historical cost convention with the exception of certain items which are 
measured at fair value as disclosed in the accounting policies below.
Functional and presentation currency
The financial statements are presented in sterling, which is the functional currency of the Company.
Use of estimates and judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect 
the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may 
differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognised in the period in which the estimate is revised. Information about significant areas of estimation and 
critical judgements that have the most significant impact on the financial statements are described in the following notes:
Estimates
Note 34: Measurement of trade receivables: Management assesses the likely recoverability of amounts invoiced to customers 
on the basis of the creditworthiness of customers and the age of debts at the period end. The directors consider the 
carrying amount of trade receivables approximates to their fair value. 
Judgements
Note 33: Deferred tax: The extent to which deferred tax assets can be recognised is based on an assessment of the probability 
of the Group’s future taxable income against which the deferred tax assets can be utilised. In addition, significant 
judgement is required in assessing the impact of any legal or economic limits or uncertainties. 
Investments
Investments in subsidiary undertakings are stated at cost less provision for impairment where necessary to reduce book value to 
recoverable amount. Investment income is recognised on a receivable basis.
Share-based payments
The equity-based share option programme allows Group employees to acquire shares of the Company. 
The fair value of options to purchase shares in the Company that have been issued to employees of subsidiary companies is 
recognised as an additional cost of investment by the parent company. An equal amount is credited to a share-based payments 
reserve.
Taxation
The current tax charge is based on the profit for the year and is measured at the amounts expected to be paid based on the tax 
rates and laws substantively enacted by the year end date. Current and deferred tax is recognised in the profit and loss account 
for the year except to the extent that it is attributable to a gain or loss that is or has been recognised directly in the statement of 
comprehensive income.
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Our Financials
Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the year end date 
where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or 
receive more, tax. Deferred tax assets are recognised only to the extent that the directors consider it is more likely than not that 
there will be suitable taxable profits from which the future reversal of the underlying temporary differences can be deducted. 
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which temporary 
differences reverse.
Personnel expenses
The Company employed three non-executive directors during the course of the year (2014: two non-executives). John Paterson 
and Philip Kelly served throughout the year. David Gutteridge was appointed on 9 June 2015. Fees paid in respect of these 
appointments amounted to £75,280 (2014: £64,000). 
Following an internal reorganisation, the Company employed the executive directors Christopher Winn and Adrian Frost with 
effect from 1 April 2015. Note 8 to the financial statements provides details of remuneration paid to Messrs Winn and Frost 
during the year. Of the amounts disclosed, 50% was paid by the Company during the period from 1 April 2015 to 30 September 
2015. Mr Frost's option exercises had taken place prior to 1 April 2015.
Accounting for financial liabilities
The Company’s financial liabilities include trade and other payables which are measured at amortised cost using the effective 
interest rate method.
Financial liabilities recorded at fair value through the income statement are initially recognised, net of issue costs, when the 
Company becomes a party to the contractual agreements of the instrument. All interest-related charges and, if applicable, 
changes in an instrument’s fair value that are reported in profit or loss are included in the income statement line ‘movement in 
fair value of derivative financial instrument’. 
Accounting for financial assets
The Company has financial assets in the following categories:
•	 loans and receivables
•	 available for sale (AFS) financial assets
Financial assets are assigned to the different categories on initial recognition, depending on the characteristics of the instrument 
and its purpose. A financial instrument’s category is relevant for the way it is measured and whether any resulting income 
and expense is recognised in the income statement or statement of other comprehensive income. All financial assets are 
recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets other than those 
categorised as at fair value through profit or loss are recognised at fair value plus transaction costs. Financial assets categorised 
as at fair value through profit or loss are recognised initially at fair value with transaction costs expensed through the income 
statement.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active 
market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for 
impairment. Any change in their value is recognised in profit or loss. Sanderson Group plc’s trade and most other receivables fall 
into this category of financial instruments. 
Significant receivables are considered for impairment on a case-by-case basis when they are past due at the year end date or 
when objective evidence is received that a specific counterparty will default. All other receivables are reviewed for impairment in 
groups, which are determined by reference to the industry and region of a counterparty and other available features of shared 
credit risk characteristics, if any. The percentage of the write-down is then based on recent historical counterparty default rates 
for each identified group.
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Annual Report and Accounts 
for the year ended 30 September 2015
62 Our Financials
Notes to the Company financial statements
continued
28. Accounting policies continued
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and bank overdrafts where they form an integral part of 
the Company’s cash management. Cash equivalents are held for the purpose of meeting short-term cash commitments rather 
than for investment or other purposes.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its 
liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. The only 
equity instrument applicable to the Company is its issued share capital.
Share premium includes any premium received on the issue of share capital. Transaction costs associated with the issuing of 
shares are deducted from share premium, net of any related tax benefits. Retained earnings includes all current and prior period 
retained profits and losses.
29. Employee share option schemes
Details of options granted over the shares of the Company are set out in note 6 to the financial statements. 
None of the options have been granted to employees of the Company. The Company has adopted IFRS 2 in accounting for 
options issued to employees of subsidiary companies. 
30. Dividends
2015
£000
2014
£000
Interim dividend of 0.90p per share (2014: 0.80p) 491 432
Final dividend relating to previous financial year of 1.00p per share (2014: 0.85p) 544 441
Total dividend for the financial year 1,035 873
A final dividend of 1.20 pence per ordinary share in respect of the financial year ended 30 September 2015 will be proposed at 
the Annual General Meeting of the Company, expected to be held on 3 March 2016. If approved by shareholders, the total final 
dividend payment will amount to £655,206.
31. Property, plant and equipment
Plant & 
Equipment 
£000
Cost
Balance at 1 October 2013 and 1 October 2014 —
Additions 34
Transfer from subsidiary undertaking 286
Balance at 30 September 2015 320
Depreciation
Balance at 1 October 2013 and 1 October 2014 —
Transfer from subsidiary undertaking 228
Charge for the year 26
Balance at 30 September 2015 254
Net book value
At 30 September 2014 —
At 30 September 2015 66
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Our Financials
32. Non-current asset investments
Shares in 
Group 
undertakings 
£000
Cost 
At 1 October 2013 27,796
Fair value of share options granted to employees of subsidiaries 101
At 30 September 2014 27,897
Fair value of share options granted to employees of subsidiaries 89
Acquisition of Proteus Software Limited 1,591
Transfer of investment from subsidiary undertaking 2,000
Disposal of investment to subsidiary undertaking (8,630)
At 30 September 2015 22,947
Impairments
At 1 October 2013, 30 September 2014 and 30 September 2015 (4,754)
Net book value
At 30 September 2014 23,143
At 30 September 2015 18,193
The subsidiary undertakings of Sanderson Group plc consist of the following wholly owned companies, with all trading entities 
being denoted by an asterisk:
Sanderson Multi-Channel Limited* Priam Retail Solutions Limited
Sanderson Limited* Sanderson Logistics Limited
One iota Limited* Sanderson Support Limited
Proteus Software Limited* Sanderson Commercial Services Limited
Sonarsend Limited Sanderson Ireland Limited
Sanderson Australia Pty Limited* Sanderson Retail Systems Limited
Deals Joy Limited
Sanderson Australia Pty Limited is incorporated in Australia. Sanderson Ireland Limited is incorporated in the Republic of Ireland. 
All other companies are incorporated in England. 
33. Deferred taxation
Recognised deferred tax assets 
Deferred tax assets are attributable to the following and are disclosed as non-current assets in the Consolidated statement of 
financial position:
2015
£000
2014
£000
Temporary differences re capital allowances 41 —
Share-based payment expense 37 10
Trade and other payables 3 —
81 10
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Annual Report and Accounts 
for the year ended 30 September 2015
64 Our Financials
Notes to the Company financial statements
continued
33. Deferred taxation continued
Movement in deferred tax 
As at 
1 October 
2013
£000
Income 
statement
£000
As at 
30 September 
2014
£000
Income 
statement
£000
Arising on 
business 
transfers 
£000
As at 
30 September 
2015
£000
Property, plant and equipment — — — — 41 41
Share-based payment expense 9 1 10 27 — 37
Tax losses 147 (147) — — — —
Trade and other payables — — — — 3 3
156 (146) 10 27 44 81
A deferred tax asset of £236,000 (2014: £351,000) in respect of tax losses has not been recognised, as its future economic 
benefit is uncertain. The gross value of losses in respect of which the unrecognised deferred tax asset relates is £1,182,000 
(2014: £1,755,000). 
34. Trade and other receivables
2015
£000
2014
£000
Current assets
Prepayments 77 6
Amounts due from subsidiary undertakings 3,947 183
4,024 189
Amounts due from subsidiary companies are repayable on demand
35. Trade and other payables
2015
£000
2014
£000
Current liabilities
Trade and other payables 25 —
Accruals 213 38
Deferred consideration 191 —
Amounts due to subsidiary companies 3,081 4,352
3,510 4,390
Amounts due to subsidiary companies are repayable on demand
36. Called up share capital
2015
£000
2014
£000
Authorised
Equity: 535,000,000 Ordinary shares of 10 pence each 53,500 53,500
2015
No. ’000
2014
No. ’000
Allotted, called up and fully paid
At 1 October 2014: Equity — 54,063,808 Ordinary shares of 10 pence each 5,406 4,380
Issued during the year 54 1,026
At 30 September 2015: Equity — 54,600,550 Ordinary shares of 10 pence each 5,460 5,406
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Our Financials
The following share issues occurred during the year:
Date Reason Quantity Price
19/12/14 Exercise of options 220,000 68.25p
19/12/14 Exercise of options 50,000 54.25p
23/12/14 Exercise of options 34,670 10.00p
13/02/15 Exercise of options 3,234 10.00p
08/03/15 Exercise of options 52,421 57.00p
25/03/15 Exercise of options 34,000 57.00p
25/03/15 Exercise of options 50,000 27.50p
25/03/15 Exercise of options 40,000 30.00p
31/03/15 Exercise of options 2,417 10.00p
07/07/15 Exercise of options 50,000 23.00p
37. Financial instruments disclosure
Capital risk management 
Capital management objectives are to ensure the Company’s ability to continue as a going concern and to provide a return to 
shareholders.
The capital structure of the Company currently consists of cash and cash equivalents and equity attributable to equity holders, 
comprising issued capital, reserves and retained earnings as disclosed in the Company statement of changes in equity. The 
Group’s Audit Committee reviews the capital structure as part of its risk analysis. As part of this review, the Committee considers 
the cost of capital and the risks associated with each class of capital. 
The Company is not subject to externally imposed capital requirements, other than the minimum capital requirements and duties 
regarding serious reduction of capital, as imposed by the Companies Act 2006 on all public limited companies. 
Categories of financial assets and financial liabilities
The Company held the following categories of financial instruments:
2015
£000
2014
£000
Financial assets
Loans and receivables (including trade and other receivables, cash and cash equivalents) 5,542 2,104
Available for sale assets 190 222
5,732 2,326
Financial liabilities
Trade payables and accruals 3,319 4,390
The fair value of the financial instruments set out above is not materially different to the book value.
Market risk management
The Company is exposed to price risk in respect of its investment in the listed equity securities of an unrelated company 
whose shares are traded on the London Stock Exchange. For the listed equity securities, an average volatility of 2.4% has been 
observed since the year end to October 2015. The volatility figure is considered to be a suitable basis for estimating how profit 
or loss and equity would have been effected by changes in market risk that were reasonably possible at the reporting date. If the 
quoted stock price for these securities increased or decreased by that amount, other comprehensive income and equity would 
have changed by £4,000. The listed securities are classified as available for sale (‘AFS’) assets; therefore, no effect on profit or 
loss would have occurred. 
The investments in listed equity securities are considered long-term, strategic investments. In accordance with the Company’s 
policies, no specific hedging activities are undertaken in relation to these investments. The investments are continuously 
monitored and voting rights arising from these equity instruments are utilised in the Company’s favour.
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Annual Report and Accounts 
for the year ended 30 September 2015
66 Our Financials
37. Financial instruments disclosure continued
Liquidity risk management
The Company manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring both forecast as 
well as actual cash flows to enable matching of the maturity profiles of financial assets and liabilities. Sufficient cash is retained 
to service short-term financing needs.
The following is an analysis of the contractual undiscounted cash flows payable under financial liabilities. The table includes 
principal only cash flows in respect of trade and other payables.
Current Non-current
2015
Within 6 
months 
£000
6 to 12 
months
£000
1 to 2 
years
£000
2 to 5 
years
£000
Deferred consideration 191 — — —
Trade payables and accruals 238 — — —
Amounts due to subsidiary companies 3,081 —
3,510 — — —
Current Non-current
2014
Within 6 
months 
£000
6 to 12 
months
£000
1 to 2 
years
£000
2 to 5 
years
£000
Trade payables and accruals 4,390 — — —
Interest rate sensitivity analysis
At the year end date there was no material exposure to movements in interest rates as the Company reported a cash balance of 
£1.60 million. 
Other financial assets and liabilities
The financial assets and liabilities are measured at fair value in the statement of financial position in accordance with the fair 
value hierarchy. This hierarchy groups financial assets and liabilities into three levels based on the significance of inputs used in 
measuring the fair value of the financial assets and liabilities. The fair value hierarchy has the following levels:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2:  inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as 
prices) or indirectly (i.e. derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the 
fair value measurement.
The financial assets measured at fair value in the statement of financial position at 30 September 2015 are available for sale 
financial assets which are in level 1 and valued as set out in note 19. 
Foreign currency risk management
The Company has no material currency exposure. The Company’s financial instruments are denominated in sterling.
Credit risk management
The Company has no material credit risk exposure.
Management of other risks
The Company’s policies on interest rate and liquidity risk are described above. 
Notes to the Company financial statements
continued
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Our Financials
38. Contingent liabilities
Each company within the Group has guaranteed the bank facilities of its fellow subsidiary companies. Bank facilities available to 
each subsidiary are secured by fixed and floating charges over the whole of the Group’s property, assets and undertakings. At  
30 September 2015 the Group held net cash balances of £4.6 million. 
39. Related party transactions
The Company levied management charges on the following subsidiary companies during the year:
2015
£000
2014
£000
Sanderson Limited — 50
Sanderson Multi-Channel Solutions Limited — 50
One iota Limited — 40
The Company received dividends from the following subsidiary companies during the year:
2015
£000
2014
£000
One iota Limited 500 —
Sonarsend Limited 478 —
Sanderson Multi-Channel Solutions Limited 250 —
Proteus Software Limited 100 —
Amounts due from/(to) subsidiary companies at 30 September 2015 are set out below: 
2015
£000
2014
£000
Sanderson Limited 344 183
Sanderson Multi-Channel Solutions Limited 3,058 (1,682)
Sonarsend Limited (dormant subsidiary) — (546)
One iota Limited (664) (471)
Proteus Software Limited (220) —
Sanderson Australia Pty Limited 108 —
Poplar 600 Limited (dormant subsidiary) (2,080) (1,653)
Priam Retail Solutions Limited (dormant subsidiary) 25 —
Sanderson Retail Systems Limited (dormant subsidiary) (117) —
Directors of the Company received dividends during the year by virtue of their shareholdings in the Company, details of which are 
disclosed in the Directors’ Report.
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Annual Report and Accounts 
for the year ended 30 September 2015
68
Shareholder notes
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Annual Report and Accounts for the year ended 30 September 2015
To find out more about our business please visit: www.sanderson.com
www.sanderson.com
To go directly to our website,  
scan the QR code opposite
Registered Office
Sanderson House
Manor Road
Coventry
CV1 2GF
Tel: +44 (0) 333 123 1400
Fax: +44 (0) 333 123 1401
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