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Universe Group plc
Annual Report 2009
Stock code: UNG
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Contents
01 Highlights
02 Group at a Glance
04 Chairman’s Statement
07 Chief Executive’s Report
10 Directors and Advisers
12 Directors’  Remuneration Report
14 Corporate Governance Report
15 Directors’ Report
19 Independent Auditors’ Report
20 Consolidated Statement of Comprehensive Income
20 Consolidated Statement of Recognised Income and Expense
21 Statement of Changes in Equity
22 Balance Sheets
23 Cash Flow Statements
24 Notes to the Accounts
www.universeplc.com
Universe Group plc
Established in 1991, Card Clear was admitted to the Alternative 
Investment Market (AIM) in 1995, and renamed Universe Group
in January 2000.
Universe Group plc is incorporated in the UK and its main
operations are in the UK, Ireland and Portugal. 
Universe Group operates through two trading subsidiaries,
HTEC Limited and Jet Set Wash Systems Limited.
get data smart
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Revenue
by 12.5% to £14.5m (2008: £16.6m)
Decreases
Gross margin
to 36% (2008: 33%)
Increases
Operating profit* *
to £0.8m (2008: £0.5m)
Increases
20
19
18
17
16
15
14
13
12
11
10
2007
13.2
2006
11.3
2008
16.6
2009
14.5
Revenue
£m
*before exeptional items
1000
900
800
700
600
500
400
300
200
100
0
2007
842
2008
516
2006
656
2009
750
Operating proﬁ t*
£’000
Highlights
 
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 Group at a Glance
  
Petrol Forecourt Solutions Universe Data Services
PFS provides managed services to the UK petrol 
forecourt market covering: 
· Point of sale equipment;
· Fuel card acceptance solutions;
· Data analytics and back office systems;
· Outdoor payment terminals; and
· Automatic number plate recognition to prevent 
fuel theft.
UDS operates a PCIDSS approved data centre to an 
international client base, providing: 
· On-line loyalty solutions;
· Automatic number plate recognition barrier 
control systems;
· Payment processing solutions; and
 · Data analytics.
Petrol Forecourt Solutions
51%
Percentage of 
Group Revenue
Percentage of 
Group Revenue
Universe Data Services
21%
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JetSet Manufacturing
JetSet are market leaders in vehicle washing 
technology and ancillary forecourt equipment offering 
state-of-the-art technology and excellent service.
JetSet offers:
· Supply and maintenance of valeting equipment;
· Revenue share managed service programmes; and
· Environmentally friendly solutions.
HTEC’S division operates from an ISO 9001 accredited 
facility and offers:
· Bespoke electrics solutions to a specialised customer 
base, comprising design and build capability; and
 · Maintenance services for electronic payment 
terminals.
Manufacturing
14%
Percentage of 
Group Revenue
JetSet
14%
Percentage of 
Group Revenue
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 Chairman’s Statement
 
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Introduction
As reported in the interim results, 2009 has seen a period of weak 
demand from our major customers and this has been a difficult 
backdrop against which to continue the transition of the Group from 
manufacturer to solutions provider.
Nevertheless, despite the poor economic climate, I am delighted to 
be able to report that the benefits of this transition have allowed the 
Group to show improved underlying profitability despite reduced 
turnover. Operating profit, before exceptional items, increased by 
45% in 2009 to £750,000 (2008: £516,000). EBITDA before 
exceptional items grew in the same period by 53% to £1,845,000 
(2008: £1,208,000).
Exceptional items totalling £1,005,000 were incurred during the year 
mainly as a result of further restructuring of the Group. These costs 
contributed to an overall loss before taxation of £599,000 (2008: 
loss of £484,000).
The highlight of the year was undoubtedly the signing of an 
enhanced contract with Wm Morrison Supermarkets plc. Morrisons 
is a long-established and valued customer of the Group and we are 
delighted to extend that relationship into the foreseeable future.
Results
The impact of weak demand saw Group turnover fall by 12.5% 
compared to the prior year. This is a larger fall than reported at the 
half year, but was expected given the strength of demand 
experienced in late 2008. Turnover in the second half was slightly 
less than reported in the first half (3% down) but operating 
profitability was higher in the second half, as a result of the cost 
reductions implemented earlier in the year.
With an improvement in the sales mix, gross margin percentage 
increased to 35.9% from 32.6% in the prior year, reflecting the 
benefits of the move from manufacturing to services and the 
consequent restructuring of the business. Savings in our operational 
cost base have been made and Group headcount has been 
reduced by 17% during the course of the year, resulting in a 
reduction in staff costs of 19%. It is also worthy of note that two
of the Group’s four segments actually grew their turnover during
the year.
Operating profit, before exceptional items, represents a 5.1% 
operating margin, compared to 3.1% in 2008. The 9% reduction in 
administrative costs was a significant component of this 
improvement.
During the year we incurred significant restructuring costs of 
£801,000 (2008: £534,000), as we continued the transition from 
manufacturing to solutions provider. Incurring these costs enables 
the Group to proceed with a much reduced cost base and 
enhanced operational gearing. As the wider business community 
recovers confidence and normal levels of capital expenditure 
resume, the Board anticipates that this reduced cost base should 
allow the Group to benefit from a recovery in demand for our 
products and services. We continue to pay close attention to our cost 
base, although we would not expect further exceptional costs of the 
scale reported here in the foreseeable future.
Approach by Brulines Group plc
The approach by Brulines Group plc was a significant event during 
the year. Whilst we remain in an offer period there is no agreement 
for Brulines to undertake any due diligence on the Company. 
However, it is also worth noting the impact on trading that an 
approach of this sort can have. The requirement to obtain Brulines’ 
consent resulted in a frustrating and unavoidable delay in signing 
the Morrisons’ contract. This delay impacted 2009’s results, and in 
addition significant costs were incurred primarily relating to 
increased advisers’ fees.
The approach from Brulines continues to be a significant distraction 
for the management team whose main focus has to be guiding the 
Group through these difficult economic conditions. It is worth 
repeating here that the Directors remain committed to delivering 
value to all of the Group’s shareholders.
Annual General Meeting
At the 2009 Annual General Meeting a proposed resolution to allow 
the Group to issue share options or to raise funds via a placing did 
not receive sufficient shareholder support. After significant changes 
to the management team over the last two years the Group is 
unable to align the team’s interests with those of its shareholders, a 
situation which the Board does not believe is satisfactory. In addition, 
the Group’s ability to raise funds if necessary via a placing is equally 
important. Obtaining additional debt finance currently is both 
expensive and difficult, and without recourse to potential sources of 
equity funding the Group runs the risk of missing out on 
opportunities that may arise.
For these reasons, enabling resolutions will be proposed at the 
forthcoming AGM and I would urge all shareholders to vote in 
favour.
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Board of Directors
After 23 years of outstanding service, both in an Executive and a 
Non-Executive capacity, Barrie Brinkman has decided to stand down 
as a Director at the conclusion of the 2010 Annual General Meeting.
I thank Barrie for his contribution over the years.
Dividend
Whilst we continue to focus on delivering growth in profits, the 
availability of funding to deliver such growth impacted results in 
2009. The receipt of £1 million of further funding from our bank late 
in the year should not disguise the difficulties of obtaining finance 
during 2009. The existing credit facilities require significant capital 
repayments during 2010, and consequently we do not recommend 
paying a dividend for the year. We will continue to review the 
position regarding future dividend payments as the Group 
progresses.
Outlook and Prospects
Being able to report an increase in underlying profitability, despite a 
reduction in turnover, shows the progress that has been made. 
However, the challenge for 2010 is to return the Group to a position 
of turnover growth whilst maintaining that increased underlying 
profitability. Progress in winning new business is being made in all 
four divisions of the Group and coupled with the restructuring that 
has already occurred, turnover growth would provide the Group 
with a firm foundation for future enhanced profitability.
John Scholes
Chairman
28th April 2010
 Chairman’s Statement continued
  
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Chief Executive’s Report
 
In the face of the most severe global economic downturn in recent 
years the focus for 2009 was necessarily improving profitability, cash 
flow and developing recurring revenue streams. Growth was 
inevitably affected by capital expenditure freezes within much of our 
customer base as well as by the continuing squeeze on available 
debt finance. Underlying operational profitability before exceptional 
items improved as a result of tough cost reductions. These actions 
will continue to improve profitability and cash flow and will ensure 
that full advantage can be taken in any future economic upturn.
Financial Performance Review and Key Performance Indicators
The Group recorded an overall loss before taxation of £599,000 
(2008: loss of £484,000) which was significantly impacted by 
£1,005,000 of exceptional items. This mostly related to £801,000 of 
restructuring costs reflecting cost-cutting programmes in our 
manufacturing operation, and the closure of our Spanish office. 
Whilst an increasing loss is disappointing, the exceptional costs 
incurred were necessary to allow the Group to meet the twin 
challenges of a business in transition and a difficult economic 
environment. Levels of cost remain under review at all times; 
however, the main foreseeable restructuring costs have now been 
incurred.
The early action taken on cost reduction reduced overhead costs by 
9% to £4,454,000 (2008: £4,882,000) and provided the platform for 
a 45% increase in operating profit, before exceptional items, to 
£750,000 (2008: £516,000). This was against the disappointment of 
a revenue decrease of 12.5% resulting from the economic recession. 
Despite this, gross margins grew to 35.9% from 32.6% in the prior 
year. Operating margin, before exceptional items, rose to 5.1% from 
3.1% in 2008 and is moving towards our goal of exceeding 10%. 
Profit before tax and exceptional items increased by 149% to 
£406,000 (2008: £163,000).
The 53% growth in EBITDA (as calculated in note 2) from £1,208,000 
to £1,845,000 demonstrates that progress continues to be made in 
improving operational cash generation. Investment in fixed assets 
over the last two years has changed the Group’s cost structure, 
increasing the total depreciation and amortisation charge by 
£403,000 from the prior year. Whilst investment will continue, the 
asset base is now in place that will allow the Group to deliver 
growth.
The Board will continue to monitor revenue change, operating profit, 
cash generation and customer satisfaction as key performance 
indicators. Service excellence has become an essential element in 
customer relationships with demands for improved service level 
agreement (SLA) targets being widespread. Overall SLAs for 2009 
were 94% (2008: 96%) which are above contractual requirements. 
Contracted service revenues are a key element of PFS sales and 
requests from an increasing number of customers are being made 
for a 24/7 service.
Universe Data Systems (UDS)
The segmental reporting breakdown shows an increase in revenue 
of 63% for the year to £3,086,000 (2008: £1,885,000) which in turn 
drove segmental profit to £959,000 (2008: loss of £69,000).
During the later part of 2008 UDS began the roll-out of what is 
believed to be the largest and only truly global real time loyalty 
scheme. Early 2009 saw the web based system go live in four 
European countries with licence arrangements for more to come on 
stream in future periods. In excess of 100 million transactions have 
been processed by our data centre for the first year and significant 
ongoing revenue streams will accrue from the initial five year 
agreement.
Currently the PCIDSS approved data centre handles £8 billion worth 
of transactions per year and has loyalty schemes with up to 14 
million members operating in a real time environment. HTEC 
provides Mission Critical Services to two of the UK’s supermarket 
groups and four of the major oil companies, either in the UK or 
Europe.
Progress has been made during the year to establish UDS outside 
the petrol and oil industry. Partnerships and alliances with market 
specialists are continuing to introduce exciting new opportunities as 
UDS is positioned as a data handling platform in the extended 
loyalty and customer relationship management (CRM) space.
Long sales cycles remain a feature of loyalty systems projects but a 
growing number of interesting opportunities are now presenting 
themselves, which indicate strong future potential based on a 
recurring revenue model. The SaaS (software as a service) model of 
operation gives increasing benefits to both customer and supplier 
as utilisation of capacity increases.
During the year, development was completed on the automatic 
number plate recognition software (ANPR) range enabling 
agreements to be signed with five channel partners in the latter part 
of 2009. The HTEC data centre can hold and process data with 
reference to a central database for partners dependent on the 
application. The rapidly increasing market for surveillance and 
security products will provide a growing sales channel for future 
years. The ANPR product range now includes forecourt drive off 
control, car park barrier control, visitor systems and a central on-line 
warning list database.
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 Chief Executive’s Report continued
  
Petrol Forecourt Systems (PFS)
The PFS business segment produced £1,644,000 (2008: £2,486,000) 
of profit and remains the Group’s largest and most profitable 
segment despite a 25% fall in turnover. Prior year sales and profit 
benefited from a major supermarket payment terminal roll-out but 
excluding that, underlying sales were up 15% compared to 2008. 
Recurring contract business is in excess of 70% of turnover for this 
segment.
The core solutions of the PFS business relate to the supply of point of 
sale (POS) payment systems and wet stock management reporting.
HTEC has occupied a prominent position in the UK forecourt 
managed services market for a number of years and its systems 
currently run the petrol forecourts of two major supermarket chains 
and over 33% of all UK forecourts have HTEC equipment on them. 
Development of the software continues in order to improve 
functionality for the growing convenience store market, and to allow 
easier integration with other third party products.
HTEC has a wide range of end to end approvals to handle bank and 
fuel payment cards and will continue to be a market leader for this 
type of payment processing. HTEC’s payment terminals are 
recognised as some of the most secure within the industry, meeting 
the challenges posed constantly from card fraud criminals. 
Investment in the next generation payment terminal which will begin 
roll-out in 2010 has been carefully controlled to give a rapid payback 
to the Group.
Disappointingly, 2010 saw a fall in turnover as customers cut back 
on new project spending. I can however report that we renewed a 
significant long-term contract with Morrisons for enhanced services 
supporting its store IT replacement project.
New outdoor payment terminal roll-outs were particularly badly 
affected last year as capital expenditure plans were put on hold. 
This product is however now opening up new markets related to 
airfields, marinas and commercial truck stops.
Manufacturing (CEM)
The traditional core business of HTEC, subcontract design and 
manufacture, has over a number of years been in decline. 
Continued monitoring showed that although it was loss making at 
the pre-tax level, it did have a positive contribution to fixed 
overheads so an immediate disposal was ruled out as impractical 
because of the requirement to supply components for other 
segments of the Group.
Revenue continued to decline in 2009 to £2,056,000 (2008: 
£3,263,000). Whilst the cost base was significantly reduced to 
ensure a positive contribution to fixed overheads, a loss at the 
operating profit level was recorded of £97,000 (2008: loss 
£120,000). Encouragingly the economic challenges last year have 
actually benefited this part of the business and new customers are 
creating welcome opportunities early in 2010.
JetSet
The financial crisis which began in 2008 continued to seriously affect 
the JetSet business. The market became increasingly tough as 
capital expenditure was cut back and asset finance to support 
machine placement was still both difficult to obtain and 
unreasonably expensive. Despite the conditions, turnover increased 
by 31% to £1,933,000 (2008: £1,475,000). However, due to having to 
operate the production facility in Bedford at below capacity, 
operating losses increased to £241,000 (2008: loss of £181,000), 
particularly weighted to the earlier part of the year.
By Q4 of 2009 JetSet was EBITDA positive and, with an improved 
trading environment, has a high expectation of achieving regular 
and sustainable profitable trading. Visibility of potential prestigious 
future contracts with existing Group customers demonstrates that 
the business has growth potential assuming new asset funding 
avenues are available.
The concept of revenue share from equipment owned by JetSet and 
sited on the customers’ premises has already resulted in the 
winning of contracts from customers such as ASDA, Co-op and BP, 
clearly demonstrating the cross selling opportunity from other 
Universe business units.
Prior year adjustment in respect of Goodwill
The introduction of IFRS8 on Segmental Reporting has required the 
Group to allocate the historic goodwill associated with the HTEC 
subsidiary (£17.3 million) across the operating segments contained 
within HTEC. A significant proportion of this goodwill (£6.3 million) 
has necessarily been allocated to the historic Manufacturing 
segment. The requirement to allocate goodwill to the segments is a 
change of accounting policy and consequently must be applied 
retrospectively, resulting in the allocation being made as at
1st January 2007. Cash flow forecasts for the segment, at that time, 
would not support the carrying value of the goodwill allocated to 
Manufacturing and consequently an impairment provision of £5.1 
million would have been required had impairment been measured 
on a segmental basis in 2007. Consequently, a £5.1 million provision 
has been booked in 2009 and treated as a prior year adjustment.
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Balance Sheet, Cash Flow, Banking Facilities and Going Concern
During 2009 the priority has been to generate cash and to improve 
the debt repayment profile of the Group’s borrowings. By the year 
end net borrowings (debt less cash) had dropped from £3.2 million 
to £2.5 million, and the repayment profile had improved significantly, 
with 73% of net borrowings due in more than one year (2008: 45%). 
Debt repayment will remain a significant drain on the Group’s cash 
flow in 2010, with scheduled repayments due of £858,000, but this 
debt repayment burden is scheduled to drop significantly in 2011.
Overall the Group generated £1.1 million of cash during the period. 
Clearly the negotiation of a new long-term loan from our bankers 
was a significant part of that, but in reality most of these proceeds 
served to refresh facilities that have been paid down over the last 
two years on an accelerated schedule. Net proceeds from financing 
activities were £371,000, with the balance of the cash arising from 
£1.4 million generated by the operation, net of the £707,000 
invested into software product development and an expansion of 
the JetSet revenue share estate.
During the year the Group breached one of its banking covenants, in 
respect of the net worth of the Group which has been significantly 
impacted by the goodwill impairment referred to above. All other 
covenants were met, and the breach has been subsequently waived 
by HBOS. HBOS has also agreed to remove covenants from both 
loans going forward, and compliance with the loan terms now rests 
on the ability to repay loan instalments as they fall due. The Directors 
have reviewed financial forecasts for the business covering the 12 
months from the date of this report and are confident that the 
repayment schedule will be satisfied and that the Group will be able 
to operate within its current banking facilities. As a result, the 
Directors have continued to adopt the going concern basis in 
preparing the financial statements.
Outlook
The strategy of the management team is to grow and transform the 
Group from lower margin product sale and manufacturing activity to 
a software and services business with associated recurring revenue 
targeted at tier 1 businesses. Dealing with the burdensome debt 
structure, limited funding for investment and an inappropriate 
operational structure has been a difficult task. Restructuring 
write-offs have been higher than expected and new product 
development has been hindered by ongoing support requirements 
from legacy products.
2010 sees us go into a year where the cost structure has been 
significantly improved by the actions taken in 2008/9, new products 
have been added to the portfolio and the economy is emerging 
from a deep recession. The Group is now better placed to deliver 
growth and profitability. 2010 will see further debt reduction and by 
the end of this year our debt repayment profile will have improved 
significantly.
The sales pipeline for UDS continues to grow and strategic 
partnerships within the loyalty/CRM field are beginning to generate 
significant new opportunities. The PFS business is maintaining its 
market leading position and is seeing growth opportunities from its 
major customers. JetSet has the potential to move into profit this year 
and reach critical mass for equipment placements.
Paul Cooper
Chief Executive Officer
28th April 2010
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 Directors and Advisers
 
Non-Executive Chairman
John Scholes
John Scholes is Chairman and Chief Executive of The Catalyst 
Group International Limited, a privately owned business providing 
corporate development advisory services to companies across 
the technology industry from its offices in the UK, USA, France and 
Germany. John has been closely involved in advising the boards of 
many businesses in the last ten years.
Executive Directors
Paul Cooper — Chief Executive Officer
Paul Cooper became Chief Executive on 1st January 2007 having 
previously been appointed a Non-Executive Director on 
8th September 2006. Paul qualified as a chartered accountant with 
Deloitte before taking up Finance Director roles in industry. Much 
of his business career has been spent in high tech manufacturing 
companies including as European Head of Eltron International 
Limited and Comtec Information Systems Limited. As Group 
Managing Director of Blazepoint Group plc from June 2000 to 
March 2003, he led the company’s AIM flotation.
Bob Smeeton — Finance Director
Bob Smeeton joined Universe in June 2008 as the finance director 
of HTEC Limited, the Company’s principal operating subsidiary. 
Bob, who qualified as a chartered accountant whilst at Price 
Waterhouse,  was previously at OpSec Security Group PLC, an AIM 
quoted company, latterly as its European Finance Director. He was 
appointed Group Finance Director on 1st January 2009.
Non-Executive Directors
Barrie Brinkman 
Barrie Brinkman joined the board of HTEC in 1987 and has over
30 years of electronics and software design experience with a 
number of companies including City Business Products Limited, a 
subsidiary of British Telecommunications plc. He joined the Universe 
Group Board in February 1998 following the Company’s acquisition 
of HTEC. 
Malcolm Coster
Malcolm Coster joined the Universe Group Board in August 
2007 and is an experienced businessman who has held senior 
international positions in the Management Consultancy and 
Information Technology industries. Malcolm is an experienced 
Chairman, Board Member and Non-Executive Director of several 
well-known public companies. Other current positions include 
Chairman of DMW Group, a technology consultancy specialising in 
large-scale project and programme management.
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Directors
J R Scholes (Chairman)
P Cooper
B L Brinkman
M Coster
R J Smeeton
Secretary
E M Paul
Registered office
Southampton International Park
George Curl Way
Southampton
Hants
SO18 2RX
Website
http://www.universeplc.com
Nominated adviser
Arbuthnot Securities Limited
Arbuthnot House
20 Ropemaker Street
London
EC2Y 9AR
Solicitors
Blake Lapthorn
New Kings Court
Tollgate
Chandlers Ford
Eastleigh
SO53 3LG
Bankers
Bank of Scotland
144/148 High Street
Southampton
SO14 2JF
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Registered number
02639726
Auditors
Deloitte LLP
Southampton, United Kingdom
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 Directors’ Remuneration Report
  
The Company is not required to comply with Schedule 8 of the 
Companies Act 2006 or the Listing Rules of the Financial Services 
Authority as its shares are traded on AIM; the following disclosures 
are therefore made on a voluntary basis.
UNAUDITED INFORMATION
The Remuneration Committee
The Remuneration Committee consists of the Non-Executive 
Directors of the Company. The role of the Committee is to determine, 
on behalf of the Board, the Company’s policy on Executive Directors’ 
and other senior employees’ remuneration, within set written terms 
of reference approved by the Board. The remuneration of the 
Non-Executive Directors is approved by the Board of Directors. As 
Chairman of the Committee, I have been asked by the Board to 
report to you on all remuneration matters on its behalf.
Remuneration Policy
The remuneration policy of the Company is:
 l
to provide a suitable remuneration package to attract, motivate 
and retain Executive Directors who will run the Company 
successfully;
 l to formulate a package that will include a significant proportion 
of performance related pay and to align the Directors’ personal 
interests to those of the shareholders; and
 l to ensure that all long-term incentive schemes for the Directors 
are approved by the shareholders.
Other than as disclosed at note 30 and as shareholders, none of the 
Committee has any personal financial interest, conflicts of interest 
arising from cross-directorships or day-to-day involvement in 
running the business. The Committee makes recommendations to 
the Board. No Director plays a part in any discussion about their 
own remuneration. The Remuneration Committee members are 
expected to draw on their experience to judge where to position the 
Company, relative to other companies’ and other groups’ rates of 
pay, when considering remuneration packages for Executives. The 
committee may use outside professional advice if they consider it 
necessary. No such advice has been sought during the year or the 
preceding year.
Benefits in kind include the provision of medical insurance premiums 
and a car or car allowance. Two Executive Directors participate in the 
Company’s pension plan. The pension contributions represent the 
Company’s contribution to defined contribution pension plans. 
Bonuses and benefits in kind are not pensionable.
All of the Executive Directors have service contracts, which provide 
for notice periods of no more than one year. All the Non-Executive 
Directors have service contracts, which provide for notice periods of 
three months.
The Remuneration Committee recognises the importance of 
appropriate incentive arrangements in assisting with the
recruitment and retention of senior Executives. The Remuneration 
Committee believes that share-based incentives align the interests
of employees with those of shareholders but recognises that
options to acquire shares at their market value on the date of grant 
are not always the most appropriate way to achieve this.
An EMI option scheme was set up on 27 June 2007 for the Executive 
Directors of Universe Group plc and an unapproved option scheme 
was set up for the Non-Executive Chairman of Universe Group plc 
on 27 June 2007. These options will lapse if a) the Directors leave 
employment for any reason other than a ‘Good Reason’ as defined 
within the schemes and b) at the end of the tenth anniversary of the 
Date of Grant.
The Group also operates a Long Term Incentive Plan (‘LTIP’) for 
employees (including certain Executive Directors) selected by the 
Board (but taking account of the recommendations of the 
Remuneration Committee). The LTIP operates by issuing matching 
shares in respect of qualifying share purchases by certain Directors 
and employees. No such shares were issued during 2009.
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Directors’ Detailed Emoluments
  Salary
  & fees Benefits Bonus Pension 2009 2008
  £’000 £’000 £’000 £’000 £’000 £’000
Executives
P Cooper  120 5 — 11 136 137
R J Smeeton (appointed 1st January 2009)  80 7 — 8 95 —
E M Paul (resigned 1st January 2009)  — — — — — 95
Non-Executives
J R Scholes  32 — — — 32 32
B L Brinkman  20 — — — 20 20
M Coster  25 — — — 25 25
       
  277 12 — 19 308 309
As disclosed in note 30, two Directors, John Scholes and Malcolm Coster, earned interest on loans provided to HTEC Limited and Jet Set Wash 
Systems Limited, two of the Group’s subsidiaries.
Directors’ Share Options
Details of share options held by Directors over the ordinary shares of the Company are set out below. The Remuneration Committee 
considers and recommends all new long-term incentive arrangements for the Executive Directors and other employees.
The market price of the Company‘s shares at the end of the financial year was 4.125 per 5p share (2008: 2.25p per 5p share) and the range 
of market prices during the year was between 1.875p and 5.625p.
  At 1 Jan    At 31 Dec Exercise
 Scheme 2009 Granted Exercised Lapsed 2009 price
J R Scholes Unapproved 1,250,000 — — — 1,250,000 8p
P Cooper EMI 1,250,000 — — — 1,250,000 8p
       
  2,500,000 — — — 2,500,000
Directors’ share options are exercisable from the date of grant, being 27 June 2007, and expire ten years from the date of grant.
Interests in Shares
Interests in shares have been disclosed in the Directors’ Report on page 17.
On behalf of the Board
J Scholes
Chairman of the Remuneration Committee
28 April 2010
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 Corporate Governance Report
  
The Board is accountable to the Company’s shareholders for good 
governance and this statement describes how the principles of good 
corporate governance are applied by the Company.
The Company is not required to comply with Schedule 8 of the 
Companies Act 2006 or the Listing Rules of the Financial Services 
Authority as its shares are traded on AIM; the following disclosures 
are therefore made on a voluntary basis.
The Group does voluntarily comply with many of the requirements of 
the Combined Code as described in this statement and the 
Directors’ Remuneration Report and consequently, this report is 
intended to highlight the key areas in which the Group complies with 
the code but does not serve as report into the Group’s compliance 
with the whole code.
The Board
As at the date of signing of these accounts, the Board comprises two 
Executive Directors and three Non-Executive Directors.
The Board meets formally at least ten times a year and full 
information is given to the Directors to enable the Board to function 
effectively and to allow the Directors properly to fulfil their 
responsibilities. Board papers are usually distributed four days in 
advance of meetings and decisions may be deferred if Directors 
require further information to be made available to them. The 
Company Secretary is responsible to the Board for the timeliness of 
the information provided to it.
Board Committees
In furtherance of the principles of Corporate Governance the Board 
has appointed the following Committees, each of which has formal 
terms of reference. The membership of the Committees is shown 
below.
Audit Committee
The Audit Committee, comprising the Non-Executives, is chaired by 
John Scholes and meets two or three times a year with the Executive 
Directors and representatives of the Auditors in attendance as 
required. The Committee assists the Board in the discharge of its 
duties concerning the announcements of results and the Annual 
Report and Accounts and the maintenance of proper internal 
controls; it reviews the Auditors’ findings and considers Group 
accounting policies and the compliance of those policies with 
applicable legal and accounting standards.
Remuneration Committee
The Remuneration Committee, comprising the Non-Executive 
Directors under the Chairmanship of John Scholes, sets the Group’s 
overall remuneration policy. It determines, on behalf of the Board, 
the remuneration and other benefits of the Executive Directors. It 
meets on a regular basis, usually twice a year and additionally 
whenever required. The Directors’ Remuneration Report is set out on 
pages 12 and 13.
Internal Controls
The Directors are responsible for the Group’s system of internal 
control. However, such a system is designed to manage, rather than 
eliminate the risk of failure to achieve business objectives and can 
provide only reasonable and not absolute assurance against 
misstatement or loss. The Directors have put in place an 
organisational structure and framework of controls which is 
periodically reviewed for its effectiveness. The key financial 
procedures within the Group’s system of internal control are as 
follows:
 l There is a comprehensive budgeting system with the annual 
budget being approved by the Board. Actual results and 
updated forecasts are prepared regularly and compared 
against budget;
 l The annual capital investment budget is approved by the Board 
together with significant individual items prior to commitment; 
and
 l Significant treasury items are reserved for the Board.
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Directors’ Report
 
The Directors present their report and the audited accounts for the 
year ended 31 December 2009.
Principal Activities
The principal activity of the Company is as a holding company, with 
two main trading subsidiaries, HTEC Limited (‘HTEC’) and Jet Set 
Wash Systems Limited (‘JetSet’). HTEC is engaged in the provision of 
managed services, payment and loyalty systems for the Petrol 
Forecourt and Retail sector. JetSet was established in late 2007, 
focusing on the provision of car wash and valeting services.
Result for the Year
For 2009 there was an operating profit before exceptional items of 
£750,000 (2008: £516,000). The Company’s loss for the year after 
interest and exceptional items, but before taxation, was £599,000 
(2008: £484,000 loss).
Business Review
A review of business in 2009 is included in the Chief Executive’s 
Report on pages 7 to 9.
Key performance indicators (‘KPIs’)
There are three main KPIs that management monitor within the 
Group:
 l The order inflow at HTEC and JetSet each day to ensure that 
annual sales forecasts are on schedule.
 l Detailed cost of sales documents, which are prepared each 
month in order that forecast product margins are achieved.
 l Performance against contracted service level agreements.
The performance against these KPIs is discussed in the Chief 
Executive’s Report on page 7.
Principal risks and uncertainties facing the Company
During 2009 the market for petrol forecourt equipment declined as 
capital programmes were put on hold. However, the market for 
recurring repairs and maintenance services remains steady. The 
Group has been adversely impacted by the availability of asset 
based lending necessary to fund the expansion of its JetSet 
operations. Whilst these funding restrictions persist the expansion of 
JetSet is likely to be slower than would be possible in more normal 
credit markets.
A discussion of the market, liquidity and credit risks in relation to 
financial instruments held within the Group takes place in note 20.
Going Concern
UK Company Law requires directors to consider whether it is 
appropriate to prepare the financial statements on the basis the 
Company and Group are going concerns. Throughout the financial 
statements there are various disclosures relating to going concern. 
This Directors’ report summarises the key themes and references 
those areas where greater disclosure is given.
The Group has good visibility of recurring revenues, which make up 
a significant proportion of annual revenues. However, the Group 
does still have some exposure to current economic conditions which 
have the potential to impact annual revenues. The Directors have 
therefore prepared downside sensitised forecasts for the current 
and following years and have continued to implement cost 
reductions programme in order to improve operational gearing.
The Group’s main sources of finance are bank loans, finance leases 
and invoice discounting. The year end amounts outstanding on each 
are discussed within note 18. In addition to this, the Group has a
£0.1 million overdraft facility that is currently not in use. The bank 
loans have several covenants attached that, if breached, give the 
lender the option to immediately recall the funding. During the year 
the Group breached one of the covenants associated with one of the 
loans on one occasion. This breach was waived by the lender. 
Further details of the breach are discussed within note 18 to the 
financial statements. Subsequent to the year end, the bank has 
agreed to remove all financial covenants associated with both 
loans.
The downside sensitised forecasts have been reviewed by the 
Directors to ensure that the profit and cash generation derived from 
these forecasts are sufficient to ensure that the existing bank 
facilities are sufficient to meet the Group’s requirements. This is 
discussed further within liquidity risk in note 20 and is the key factor 
in relation to going concern.
As a result of this review, the Directors are of the opinion that the 
Company and Group have adequate resources to continue in 
operational existence for the foreseeable future, and have continued 
to adopt the going concern basis in preparing the financial 
statements.
Financial instruments
Information about the use of financial instruments by the Company 
and its subsidiaries, and the Group’s financial risk management 
policies is given in note 20.
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Environment
The Company’s policy with regard to the environment is to ensure 
that the Group’s operational subsidiaries understand and effectively 
manage the actual and potential environmental impact of their 
activities. Operations are conducted such that they comply with all 
the legal requirements relating to the environments in which they 
operate. During the period covered by this report no Group company 
has incurred any fines or penalties or been investigated for any 
breach of environment regulations.
It is Company policy to continually carry out research and 
development on new products and processes to minimise the 
impact of its operations on the environment.
Employees
The quality and commitment of the Group’s employees has played a 
major role in the success of HTEC and JetSet over the years. This has 
been demonstrated in many ways, including improvements in 
customer satisfaction, the development of new product lines and the 
flexibility employees have shown in adapting to changing business 
requirements and new ways of working. Employee turnover remains 
below the 10% target set by the Executive Directors.
Research and development
The Company has a continuing commitment to a high level of 
research and development. During the year expenditure on research 
and development of £937,000 (2008: £967,000) was charged to the 
Consolidated Statement of Comprehensive Income. In addition, 
development costs of £327,000 (2008: £569,000) were capitalised. 
Research and development in the year concentrated on the further 
development of the online loyalty and back-office products.
Dividends
The Directors do not propose the payment of a dividend (2008: £nil).
Supplier payment policy
The Group’s policy is to settle terms of payment with suppliers when 
agreeing the terms of each transaction, ensure that suppliers are 
made aware of the terms of payment and abide by the terms of 
payment.
Trade creditors were equivalent to 66 (2008: 62) days’ purchases, 
based on the average daily amount invoiced by suppliers during
the year.
Capital structure
Details of the authorised and issued share capital, together with 
details of the movements in the Company’s issued share capital 
during the year, are shown in note 22. The Company has one class 
of ordinary shares which carry no right to fixed income. Each share 
carries the right to one vote at general meetings of the Company.
There are no specific restrictions on the size of a holding nor on the 
transfer of shares, which are both governed by the general 
provisions of the Articles of Association and prevailing legislation. 
The Directors are not aware of any agreements between holders of 
the Company’s shares that may result in restrictions on the transfer 
of securities or on voting rights.
Details of employee share schemes are set out in note 28 and no 
person has any special rights of control over the Company’s share 
capital and all issued shares are fully paid
Directors’ indemnities
The Company has made qualifying third party indemnity provisions 
for the benefit of its Directors. These provisions remain in force at the 
date of this report.
Annual General Meeting
The resolutions to be processed at the Annual General Meeting to be 
held on 28 June 2010, together with explanatory notes, appear in the 
separate Notice of Annual General Meeting sent to all shareholders.
Substantial shareholdings
As at 15 April 2010 the Company had been notified of the following 
substantial holdings in the ordinary share capital of the Company.
  % of 
 No. of voting rights
 ordinary and issued
Shareholder shares  share capital
Ennismore Fund Management 18,217,122 15.9
Brulines Group plc 13,209,754 11.5
Barclays Wealth 7,572,073 6.6
Rathbone 6,138,595 5.4
J R Scholes 5,691,960 5.0
 Directors’ Report continued
 
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Directors
The Directors who served throughout the year and to the date of 
approval of the financial statements were as follows:
J R Scholes (Chairman)
P Cooper
B L Brinkman
M Coster
R J Smeeton
Those Directors serving at the end of the year, or date of this report, 
had an interest in the ordinary share capital of the Company at
31 December as follows:
 Ordinary shares of 5p each
 2009 2008
 No. No.
J R Scholes 5,691,960 5,691,960
P Cooper 500,000 388,460
B L Brinkman 886,147 886,147
M Coster 500,000 500,000
R J Smeeton 79,160 79,160
The Directors had no other disclosable interest under the Companies 
Act 2006 in the shares of the Company or of any other Group 
company.
Details of the Directors’ share options are provided in the Director’s 
Remuneration Report on page 13.
Barrie Brinkman has indicated that he will be resigning at the 
forthcoming Annual General Meeting.
Statement of Directors’ responsibilities for
the ﬁ nancial statements
The Directors are responsible for preparing the 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
are required to prepare the Group financial statements in 
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union and Article 4 of the
IAS Regulation and have also chosen to prepare the Parent 
Company financial statements under IFRSs as adopted by the EU. 
Under company law the Directors must not approve the accounts 
unless they are satisfied that they give a true and fair view of the 
state of affairs of the Company and of the profit or loss of the 
Company for that period.
In preparing these financial statements, International Accounting 
Standard 1 requires that Directors:
 l properly select and apply accounting policies;
 l present information, including accounting policies, in a manner 
that provides relevant, reliable, comparable and understandable 
information;
 l
provide additional disclosures when compliance with the 
specific requirements in IFRSs are insufficient to enable users to 
understand the impact of particular transactions, other events 
and conditions on the entity’s financial position and financial 
performance; and
 l make an assessment of the Company’s ability to continue as a 
going concern.
The Directors are responsible for keeping proper accounting
records that 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.
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Responsibility statement
We confirm that to the best of our knowledge:
 l
the financial statements, prepared in accordance with 
International Financial Reporting Standards, give a true and fair 
view of the assets, liabilities, financial position and profit or loss 
of the Company and the undertakings included in the 
consolidation taken as a whole; and
 l the management report, which is incorporated into the Directors’ 
report, includes a fair review of the development and 
performance of the business and the position of the Company 
and the undertakings included in the consolidation taken as a 
whole, together with a description of the principal risks and 
uncertainties that they face.
Disclosure of information to Auditors
At the date of making this report each of the Company’s Directors, as 
set out on page 17, confirm the following:
 l so far as each Director is aware, there is no relevant information 
needed by the Company’s Auditors in connection with preparing 
their report of which the Company’s Auditors are unaware; and
 l each Director has taken all steps that he ought to have taken as 
a Director in order to make himself aware of any relevant 
information needed by the Company’s Auditors in connection 
with preparing their report and to establish that the Company’s 
Auditors are aware of that information.
This confirmation is given and should be interpreted in accordance 
with the provisions of s418 of the Companies Act 2006.
Auditors
A resolution to reappoint Deloitte LLP will be proposed at the 
forthcoming Annual General Meeting.
Approval
The report of the Directors was approved by the Board on 28th April 
2010 and signed on its behalf by:
P Cooper
Director
 Directors’ Report continued
 
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Independent Auditors’ Report
to the Members of Universe Group plc
 
We have audited the Group and Parent Company financial 
statements (‘the financial statements’) of Universe Group plc for the 
year ended 31st December 2009 which comprise the consolidated 
statement of comprehensive income, the consolidated statement of 
recognised income and expense, the Group and Company 
statement of changes in equity, the consolidated and Company 
balance sheets, the consolidated and Company cash flow 
statements and the related notes 1 to 31. These financial statements 
have been prepared under the accounting policies set out therein.
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 Auditors’ report and for no other purpose. To the fullest extent 
permitted by law, we do not accept or assume responsibility to 
anyone other than the Company and the Company’s members, as a 
body, for our audit work, for this report, or for the opinions we have 
formed.
Respective responsibilities of Directors and Auditors
As explained more fully in the Directors’ Responsibilities Statement, 
the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. 
Our responsibility is to audit the 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 (APB’s) Ethical Standards for Auditors.
Scope of the audit of the ﬁ nancial statements
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to 
the Group’s and the Parent Company’s circumstances and have 
been consistently applied and adequately disclosed; the 
reasonableness of significant accounting estimates made by the 
Directors; and the overall presentation of the financial statements.
Opinion on ﬁ nancial statements
In our opinion:
 l the financial statements give a true and fair view of the state
of the Group’s and the Parent Company’s affairs as at
31st  December 2009 and of the Group’s and the Parent 
Company’s loss for the year then ended;
 l the financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union; and
 l the financial statements 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:
 l
the information given in the Directors’ Report for the financial 
year for which the financial statements are prepared is 
consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in 
our opinion:
 l 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
 l the Parent Company financial statements are not in agreement 
with the accounting records and returns; or
 l certain disclosures of Directors’ remuneration specified by law 
are not made; or
 l we have not received all the information and explanations we 
require for our audit.
Andrew Gordon (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditors, Southampton,
United Kingdom
28th April 2010
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20 Universe Group plc
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 Consolidated Statement of Comprehensive Income
 year ended 31st December 2009
     Before
  Before   exceptional
  exceptional Exceptional  items Exceptional Total
  items items Total 2008 items 2008
  2009 2009 2009 as restated 2008 as restated
 Notes £’000 £’000 £’000 £’000 £’000 £‘000
Continuing operations
Revenue 2, 3, 4 14,493 — 14,493 16,556 — 16,556
Cost of sales  (9,289) — (9,289) (11,158) — (11,158)
       
Gross profit  5,204 — 5,204 5,398 — 5,398
Administrative expenses 2, 5 (4,454) (900) (5,354) (4,882) (627) (5,509)
       
Operating profit/(loss) 2 750 (900) (150) 516 (627) (111)
Finance costs 5, 6 (344) (105) (449) (353) (20) (373)
       
Profit/(loss) before taxation  406 (1,005) (599) 163 (647) (484) 
       
Taxation 8   99   139
       
Loss for the year attributable
to equity shareholders 7   (500)   (345)
    Pence   Pence
Loss per share
Basic and diluted 9   (0.44)   (0.30)
 
The prior period adjustment is explained in note 31. The 2008 restatement in the statement of comprehensive income relates only to the 
reallocation of costs between cost of sales and administrative expenses.
The loss relating to the parent for the year was £431,000 (2008: £225,000).
Consolidated Statement of
Recognised Income and Expense
year ended 31 December 2009
     2009 2008
     Total Total
     £‘000 £‘000
Exchange differences on translation of foreign operations    (3) (35)
     
Net expense recognised directly in equity     (3) (35)
Loss for the year     (500) (345)
     
Recognised income and expense relating to the year attributable to equity shareholders  (503) (380)
     
Prior year restatement (see note 31)     (5,100)
     
Total recognised income and expense recognised in the year attributable to equity shareholders  (5,603)
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Statement of Changes in Equity
year ended 31st December 2009
      Profit
    Merger  and loss
 Share Equity Share reserve on Translation account Total
 capital reserve premium acquisition reserve deficit equity
Group £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2008 as previously
reported 5,747 110 10,753 8,603 (181) (5,501) 19,531
Prior period adjustment (see note 31) — — — — — (5,100) (5,100)
Reserves transfer — — — (5,100) — 5,100 —
       
At 1 January 2008 as restated 5,747 110 10,753 3,503 (181) (5,501) 14,431
Loss for the year attributable to
equity shareholders — — — — — (345) (345)
Translation differences — — — — (35) — (35)
Share adjustment (see note 22) (12) — — — — — (12)
       
At 1 January 2009 5,735 110 10,753 3,503 (216) (5,846) 14,039
Loss for the year attributable to
equity shareholders — — — — — (500) (500)
Translation difference — — — — (3) — (3)
       
At 31 December 2009 5,735 110 10,753 3,503 (219) (6,346) 13,536
 
The transfer of £5.1 million from the profit and loss reserve to the merger reserve relates to the impairment of the goodwill that was created on
the acquisition of HTEC Limited on which the merger reserve was created.
      Profit
     Merger and loss
  Share Equity Share reserve on account Total
  capital reserve premium acquisition deficit equity
Company  £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2008  5,747 110 10,753 476 (1,397) 15,689
Loss for the year attributable to
equity shareholders  — — — — (225) (225)
Share adjustment (see note 22)  (12) — — — — (12)
       
At 1 January 2009  5,735 110 10,753 476 (1,622) 15,452
Loss for the year attributable to
equity shareholders  — — — — (431) (431)
       
At 31 December 2009  5,735 110 10,753 476 (2,053) 15,021
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22 Universe Group plc
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 Balance Sheets
 as at 31st December 2009
 Group Company
   2008 2007  
  2009 as restated as restated 2009 2008
 Notes £’000 £’000 £’000 £’000 £’000
Non-current assets 
Goodwill 10 12,612 12,612 12,150 — —
Development costs 11 1,007 1,113 800 — —
Property, plant and equipment 12 2,805 3,093 2,170 — —
Investments 13 — — — 17,867 17,117
      
  16,424 16,818 15,120 17,867 17,117
      
Current assets 
Inventories 14 1,269 1,647 1,768 — —
Trade and other receivables 15 3,060 3,061 2,720 380 148
Cash and cash equivalents 15 1,145 70 93 12 —
      
  5,474 4,778 4,581 392 148
      
Total assets  21,898 21,596 19,701 18,259 17,265
      
Current liabilities 
Trade and other payables 16 (4,421) (4,008) (3,119) (254) (167)
Current tax liabilities 17 (335) (315) (373) — —
Short-term borrowings 18 (2,218) (1,951) (888) (760) (526)
      
  (6,974) (6,274) (4,380) (1,014) (693)
      
Non-current liabilities 
Medium-term borrowings 18 (1,388) (1,283) (890) (1,000) (760)
Other liabilities 19 — — — (1,224) (360)
      
  (1,388) (1,283) (890) (2,224) (1,120)
      
Total liabilities  (8,362) (7,557) (5,270) (3,238) (1,813)
      
Net assets  13,536 14,039 14,431 15,021 15,452
      
Equity 
Share capital 22 5,735 5,735 5,747 5,735 5,735
Equity reserve 28 110 110 110 110 110
Share premium  10,753 10,753 10,753 10,753 10,753
Other reserves  3,503 3,503 3,503 476 476
Translation reserve  (219) (216) (181) — —
Profit and loss account deficit  (6,346) (5,846) (5,501) (2,053) (1,622)
      
Total equity attributable to equity
shareholders  13,536 14,039 14,431 15,021 15,452
The prior period adjustment is explained in note 31.
The financial statements were approved by the Board of Directors and authorised for issue on 28th April 2010. They were signed on its
behalf by:
P Cooper
Director
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Cash Flow Statements
year ended 31st December 2009
 Group Company
   2009 2008 2009 2008
   £’000 £’000 £’000 £’000
Cash flows from operating activities:
Operating loss
— Continuing operations   (150) (111) (92) (86)
Depreciation and amortisation   1,095 692 — —
Profit on sale of fixed assets   (14) — — —
Impairments   20 10 — —
      
   951 591 (92) (86)
Movement in working capital:
Decrease in inventories   379 208 — —
(Increase)/decrease in receivables   (52) (150) (232) 677
Increase/(decrease) in payables   414 533 201 (761)
Interest paid including exceptional finance costs  (429) (353) (339) (139)
Tax received/(paid)   148 (3) — —
      
Net cash inflow/(outflow) from operating activities  1,411 826 (462) (309)
      
Cash flows from investing activities:
Acquisition of subsidiary undertakings   — (388) — —
Purchase of plant, property and equipment   (397) (1,198) — —
Expenditure on product development   (327) (569) — —
Proceeds from sale of fixed assets   17 — — —
      
Net cash outflow from investing activities   (707) (2,155) — —
      
Cash flow from financing activities: 
Repayments of obligations under finance leases  (437) (439) — —
Repayment of borrowings   (765) (1,389) (668) (1,344)
New loans raised   1,573 3,134 1,150 1,600
      
Net cash inflow from financing   371 1,306 482 256
      
Increase/(decrease) in cash and cash equivalents  1,075 (23) 20 (53)
Cash and cash equivalents at beginning of year  70 93 (8) 45
      
Cash and cash equivalents at end of year   1,145 70 12 (8)
 
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Annual Report 2009
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 Notes to the Accounts
 year ended 31st December 2009
1. Significant Accounting Policies
General information
Universe Group plc is a company incorporated in the United Kingdom under the Companies Act 2006. The address of the registered office is 
given on page 11. The nature of the Group’s operations and its principal activities are set out on page 15.
In the current year, the following new and revised Standards and Interpretations have been adopted and have affected the amounts reported 
in these financial statements.
Standards affecting the calculation of income or expenses:
IAS23 IAS23 is a standard that deals with the capitalisation of borrowing costs in respect of capital projects. The Group has 
capitalised £13,000 of borrowing costs associated with its software development projects. No amounts have been 
identified for previous periods and consequently the financial statements have not been restated for the introduction of 
this standard.
Standards affecting presentation and disclosure:
IFRS8 IFRS8 is a disclosure Standard that has required further disclosure relating to the Group’s segments and which 
required the allocation of Goodwill amongst the Group’s reporting segments (see note 4).
Amendments to IFRS7 The amendments to IFRS7 expand the disclosures required in respect of fair value measurements and liquidity risk. 
The Group has elected not to provide comparative information for these expanded disclosures in the current year in 
accordance with the transitional reliefs offered in these amendments.
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these 
financial statements were in issue but not yet effective:
IFRS1 (amended) Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
IFRS3 (revised 2008) Business Combinations
IAS27 (revised 2008) Consolidated and Separate Financial Statements
IAS28 (revised 2008) Investment in Associates
IFRIC17 Distributions of Non-cash Assets to Owners
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 except for treatment of acquisitions of subsidiaries and associates when IFRS3 (revised 2008), IAS27 
(revised 2008) and IAS28 (revised 2009) come into effect for business combinations for which the acquisition date is on or after the beginning 
of the first annual period beginning on or after 1 July 2009.
Basis of accounting
The financial statements have been prepared under the historical cost convention and in accordance with applicable International Financial 
Reporting Standards (IFRS) as adopted for use in the EU and as applied in accordance with the Companies Act 2006.
A summary of the more significant accounting policies, which have been applied consistently, is set out below.
As permitted by section 408 of the Companies Act 2006, the income statement of the Parent Company has not been separately presented in 
the financial statements. The Parent Company’s result for the year is disclosed in the Company statement of changes in equity on page 21.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its 
subsidiaries) made up to 31 December each year. 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.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date 
of acquisition or up to the effective date of disposal, as appropriate.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Going concern
The Directors have undertaken a detailed review of the financial position and financial forecasts of the Group as explained in the Directors’ 
Report on page 15 and on the basis of this review have continued to adopt the going concern basis in preparing the financial statements.
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1. Significant Accounting Policies continued
Goodwill
Goodwill arising on acquisition represents the excess of the fair value of the consideration given, plus associated costs, for a business, over 
the fair value of the net assets acquired after accounting for identifiable intangible assets. Goodwill is initially recognised as an asset at cost 
and is subsequently measured at cost less any accumulated impairment losses.
Goodwill arising on acquisition is capitalised. In respect of acquisitions prior to 1 January 2004, goodwill is included at the amount recorded 
previously under UK GAAP.
In accordance with IFRS3 ‘Business Combinations’ goodwill is not amortised.
For the purpose of impairment testing, goodwill is allocated to operating segments, which are tested for impairment annually or more 
frequently if impairment indicators are found. If the recoverable amount is found to be less than the carrying value, impairment is allocated 
first to goodwill and then pro rata to other assets in the cash-generating unit.
Prior period restatement
The introduction of IFRS8 on Segmental Reporting has required the Group to allocate the historical goodwill associated with the HTEC 
subsidiary (£17.3 million) across the operating segments contained with HTEC. Under the previous standard, IAS14 ‘Segmental Reporting’, the 
Group allocated the goodwill to the entire HTEC segment. The requirement to allocate goodwill to the segments is a change of accounting 
policy and consequently must be applied retrospectively resulting in the allocation being made as at 1st January 2007. Consequently, a 
review of impairment was required to be undertaken for each segment and this gave rise to an impairment of goodwill within the CEM 
operating segment. Please see note 31 for details of the adjustment and the impact on the relevant financial statement captions.
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any 
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated 
in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from 
other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with 
an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and 
the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the 
asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless 
the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment 
loss is treated as a revaluation increase.
Borrowing costs
Borrowing costs attributable to capital projects are capitalised during the development phase of the project. Loan issue costs are accounted 
for on an accrual basis in the statement of comprehensive income and expense, and are added to the carrying amount of the instrument to 
the extent that they are not settled in the period in which they arise.
Operating profit/(loss)
Operating profit/(loss) is stated after charging restructuring and other exceptional costs but before investment income and finance costs.
Exceptional Items
Costs are treated as exceptional costs when they are associated with normal activities, are of a non-recurring nature and/or are of an 
exceptional magnitude that if they were not shown separately the accounts would not present a true and fair view. Management track the 
performance of the business excluding these items.
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1. Significant Accounting Policies continued
Leasing
Where assets are acquired under finance leases (including hire purchase contracts), which confer rights and obligations similar to those 
attached to owned assets, the amount representing the outright purchase price of such assets is included in property, plant and equipment. 
Depreciation is provided in accordance with the accounting policy below. The capital element of future finance lease payments is included in 
creditors and the interest element is charged to the statement of comprehensive income and expense over the period of the lease in 
proportion to the capital element outstanding.
Expenditure on operating leases is charged to the statement of comprehensive income and expense on a straight-line basis.
Foreign currencies
The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it 
operates (its functional currency). For the purposes of the consolidated financial statements, the results and financial position of each Group 
company are expressed in pound sterling, which is the functional currency of the Company and the presentation currency for the 
consolidated financial statements.
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and 
liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains and 
losses on translation are included in the statement of comprehensive income and expense.
The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Profit and loss accounts of such 
undertakings are consolidated at the average rates of exchange during the year. Gains and losses arising on these transactions are taken to 
reserves.
Pension costs
The Group operates a defined contribution scheme. The assets of the scheme are held separately from those of the Group in an 
independently administered fund. The pension costs charged represent contributions payable by the Group to the fund together with the 
administration charge of the fund. In addition, the Group continues to contribute to personal pension plans for certain employees.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of 
comprehensive income and expense because it excludes items of income and expense that are taxable or deductible in other years and it 
further excludes items that are never taxable or deductible. The Group’s liability for tax is calculated using tax rates that have been enacted or 
substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance 
sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are 
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be 
utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or the initial 
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the 
accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investment in subsidiaries and associates, and interests in 
joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable 
that sufficient tax profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on 
tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the 
income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in 
equity.
Deferred tax assets and liabilities are offset when there is legally enforceable right to set off current tax assets against current tax liabilities 
and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities 
on a net basis.
 Notes to the Accounts continued
 year ended 31st December 2009
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1. Significant Accounting Policies continued
Property, plant and equipment
The cost of property, plant and equipment is their purchase price, together with any incidental costs of acquisition.
Depreciation is charged so as to write off the cost of property, plant and equipment less residual value, on a straight-line basis over the 
expected useful lives of the assets concerned.
The principal annual rates used for this purpose are:
Computer and office equipment 25%
Operational equipment 14 – 33%
Leasehold improvements Over the lease term subject to maximum of 20 years
Assets under finance leases are depreciated over useful economic life on the same basis as owned assets or, where shorter, over the term of 
the relevant lease.
Non-current assets held for sale
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs
to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction 
rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) 
is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for 
recognition as a completed sale within one year from the date of classification.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services 
in the normal course of business, net of discounts, VAT and other sales related taxes.
Sales of goods are recognised when goods are delivered and title has passed. Revenues from service contracts are recognised evenly over 
the contractual period.
Where sales of goods and services involve the provision of multiple elements such as licence fees, installation fees and maintenance fees, 
the appropriate revenue recognition convention is then applied to each element. The consideration allocated to each element is measured 
by reference to their fair value.
Development expenditure
Development expenditure relating to specific projects intended for commercial exploitation is capitalised as an intangible fixed asset where 
the following conditions are met:
 l
an identifiable asset is being created;
 l it is probable that the asset created will generate future economic benefits; and
 l the development cost of the asset can be measured reliably.
Such expenditure is amortised over the period during which the benefits of the project are expected to arise. Expenditure on research 
activities is recognised as an expense in the period in which it is incurred.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs 
and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the 
weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be 
incurred in marketing, selling and distribution.
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual 
provisions of the instrument.
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1. Significant Accounting Policies continued
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily 
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade payables
Trade payables are not interest-bearing and are stated at their nominal value.
Borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including 
premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis in the statement of 
comprehensive income and expense, and are added to the carrying amount of the instrument to the extent that they are not settled in the 
period in which they arise. Borrowing costs associated with capital projects are capitalised during the development phase of the project.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated 
irrecoverable amounts.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity 
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Share-based payment
The Group has applied the requirements of IFRS2 ‘Share-based Payments’. In accordance with the transitional provisions, IFRS2 has been 
applied to all grants of equity instruments after 7 November 2002 that were unvested at 1st January 2005.
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair 
value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the 
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares 
that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured by use of the Black–Scholes model. The expected life used in the model has been adjusted, based on management’s 
best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Critical estimates and judgements
In the process of applying the Group’s accounting policies, which are described above, management has made the following judgements 
and estimations about the future that have the most significant effect on the amounts recognised in the financial statements. The 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 if the revision affects only that period or in the period of the revision and future periods if the revision affects both current 
and future periods.
Impairment of goodwill
The carrying value of goodwill at the year end is £12.6 million (2008 as restated: £12.6 million). An annual impairment review is required 
under IAS36 ‘Impairments of Assets’ involving judgement of the future cash flows for cash-generating units and the discount rates applied to 
future cash flows in order to calculate present value. Management prepare such cash flow forecasts derived from the most recent budgets 
approved by the Board.
The introduction of IFRS8 resulted in the Group allocating goodwill amongst its operating segments as explained in note 31. The key risk and 
judgement for the Group relates to the impairment of the goodwill allocated.
Recoverability of capitalised development costs
The capitalisation of development expenditure is a requirement of IAS38 ‘Intangible Assets’. All capitalised and ongoing projects are 
reviewed regularly to ensure they meet the criteria for capitalisation. The key judgements required by management are the judgement of the 
capitalisation of development expenditure and whether it meets the criteria defined within IAS38 ‘Intangible Assets’ and the potential 
impairment of the intangible assets once capitalised.
 Notes to the Accounts continued
 year ended 31st December 2009
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2. Operating Profit and EBITDA Before Exceptional Items
  2008
 2009 as restated
 £’000 £’000
Revenue 14,493 16,556
Cost of sales (9,289) (11,158)
  
Gross profit 5,204 5,398
Administrative expenses (4,454) (4,882)
Exceptional items (900) (627)
  
Operating loss (150) (111)
Add back: exceptional items 900 627
  
Operating profit before exceptional items 750 516
Add back:
Depreciation 662 436
Amortisation 433 256
  
EBITDA before exceptional items 1,845 1,208
3. Revenue Analysis
Revenue consists of £2,814,000 from sales of hardware and software products and £11,679,000 from the provision of services (2008: 
£8,587,000 sale of hardware and software products, £7,969,000 provision of services).
The geographical region analysis of income by origin is as follows:
 2009 2008
 £’000 £’000
United Kingdom 10,608 14,732
Europe 3,885 1,824
  
 14,493 16,556
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4. Business and Geographical Segments
The Group has adopted IFRS8 Operating Segments in the year and applied this retrospectively across all reportable periods. IFRS8 requires 
operating segments to be identified on the basis of internal reports about the components of the Group that are regularly reviewed by the 
Chief Executive in order to allocate resources to the segments and to assess their performance. The introduction of IFRS8 has not resulted in the 
Group making changes to its reporting of segmented performance other than a recategorisation of software support costs between 
administrative expenses and cost of sales as detailed in note 31. The business segments recognised in the prior year complied fully with the 
definition of business segments included within IFRS8.
The Group has four business segments operating within HTEC Limited and Jet Set Wash Systems Limited. All material operations are in the UK. 
HTEC Limited is currently organised into three trading divisions: Universe Data Services (UDS), Manufacturing and Petrol Forecourt Solutions 
(PFS). Further information is presented below on a divisional basis.
   UDS Manufacturing PFS JetSet Total
   2009 2009 2009 2009 2009
   £’000 £’000 £’000 £’000 £’000
Revenue — all external   3,086 2,056 7,418 1,933 14,493
      
Gross profit   1,650 278 2,764 512 5,204
Segment expenses   (691) (375) (1,120) (753) (2,939)
      
Segmental result   959 (97) 1,644 (241) 2,265
Unallocated central and corporate
expenses       (1,515)
      
Operating profit before exceptional
items       750
Exceptional items (see note 5)      (1,005)
Finance costs       (344)
Taxation       99
      
Loss for the year       (500)
   UDS Manufacturing PFS  Total
   2008 2008 2008 JetSet 2008
   as restated as restated as restated 2008 as restated
   £’000 £’000 £’000 £’000 £’000
Revenue — all external   1,885 3,263 9,933 1,475 16,556
      
Gross profit   638 501 3,556 703 5,398
Segment expenses   (707) (621) (1,070) (884) (3,282)
      
Segment result   (69) (120) 2,486 (181) 2,116
Unallocated central and corporate
expenses       (1,600)
      
Operating profit before exceptional 
items       516
Exceptional items       (627)
Finance costs       (373)
Taxation       139
      
Loss for the year       (345)
 
The prior period adjustment is explained at note 31.
It is not currently possible to present assets and liabilities on a segment basis; accordingly, this information is presented in respect of 
operational subsidiaries.
 Notes to the Accounts continued
 year ended 31st December 2009
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4. Business and Geographical Segments continued
    HTEC JetSet Head Office Total
    2009 2009 2009 2009
    £’000 £’000 £’000 £’000
Total assets    19,869 1,886 143 21,898
Total liabilities    (5,038) (1,310) (2,014) (8,362)
      
Net book amount    14,831 576 (1,871) 13,536
      
Other information:
Depreciation and amortisation   898 197 — 1,095
      
Impairment of assets    — 20 — 20
      
Capital expenditure:
Tangible assets    101 296 — 397
Intangible assets    327 — — 327
      
Total    428 296 — 724
    HTEC   Total
    2008 JetSet Head Office 2008
    as restated 2008 2008 as restated
    £’000 £’000 £’000 £’000
Total assets    19,392 2,063 141 21,596
Total liabilities    (4,746) (1,366) (1,445) (7,557)
      
Net book amount    14,646 697 (1,304) 14,039
      
Other information:
Depreciation and amortisation   616 76 — 692
      
Impairment of assets    10 — — 10
      
Capital expenditure:
Tangible assets    420 959 — 1,379
Intangible assets    569 462 — 1,031
      
Total    989 1,421 — 2,410
Information about major customers
Included in revenues arising from the PFS segment are revenues of approximately £2.4 million (2008: £4.2 million) which arose from sales
to the segments largest customer. Included in revenues arising from the UDS segment are revenues of approximately £3.1 million (2008: £0.6 
million) which arose from sales to the segments largest customer.
5. Exceptional items
 2009 2008
 £’000 £’000
Administrative expenses
Group restructuring costs* 801 534
Stock write-off as a result of EU legislation — 93
Advisor fees in respect of Brulines approach 99 —
  
 900 627
* Consisting mainly of redundancy costs and the closure of the Spanish office.
Finance costs
Refinancing costs 85 —
Interest on tax provision 20 20
  
 105 20
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6. Finance Costs
 2009 2008
 £’000 £’000
Interest payable on bank loans and overdrafts 177 242
Interest payable on finance leases 92 78
Other interest 75 33
Exceptional finance costs (see note 5) 105 20
  
 449 373
7. Loss for the Year
This is stated after charging/(crediting):
 2009 2008
 £’000 £’000
Cost of inventory recognised as expense 1,602 3,680
Staff costs (see note 23) (excluding redundancy costs) 6,539 8,078
Foreign exchange losses/(gains) 4 (49)
Depreciation and amortisation
— Development costs 433 256
— Tangible, owned 362 409
— Tangible, subject to finance lease 300 27
Profit on disposal of fixed assets (14) —
Research expenditure 937 967
Auditors’ remuneration (see below) 78 83
Operating lease charges — plant and machinery 406 478
Operating lease charges — property 506 515
Exceptional items (see note 5) 1,005 647
The analysis of the Auditors’ remuneration is as follows:
 2009 2008
 £’000 £’000
Fees payable to the Company’s Auditors for the audit of the Company’s annual accounts 25 25
The audit of the Company’s subsidiaries pursuant to legislation 35 45
  
Total audit fees 60 70
  
Other fees pursuant to legislation:
Tax compliance 10 10
Tax advisory 8 3
  
Total non-audit fees 18 13
 Notes to the Accounts continued
 year ended 31st December 2009
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8. Tax on Loss on Ordinary Activities
 2009 2008
 £’000 £’000
Continuing operations
Current tax:
Current year (15) 1
Adjustments to tax charge in respect of previous periods (84) (166)
  
 (99) (165)
Deferred tax (note 21):
Prior year — 26
  
Total tax credit (99) (139)
Corporation tax is calculated at 28% (2008: 28.5%) of the estimated assessable profit for the year. Taxation for other jurisdictions is
calculated at the rates prevailing in the respective jurisdictions.
The credit for the year can be reconciled to the loss per the income statement as follows:
 2009 2008
 £’000 £’000
Loss before tax (599) (484)
  
Tax credit at the UK corporation tax rate of 28% (2008: 28.5%) (168) (138)
Tax effect:
Expenses not deductible in determining taxable profit 75 31
Enhanced R&D tax relief (34) (89)
Pre-acquisition losses — (21)
Capital allowances less than/(in excess of) depreciation 68 (6)
Unrelieved tax losses carried forward 44 224
Adjustments to tax charge in respect of previous periods (84) (140)
  
Tax credit for the current period (99) (139)
9. Loss Per Share
The calculation of the basic and diluted loss per share is based on the following data:
 2009 2008
 £’000 £’000
Loss for the purposes of basic and diluted earnings per share being net loss attributable
to equity holders of the parent (500) (345)
 2009 2008
 Number Number
 ’000 ’000
Number of shares
Weighted average number of ordinary shares for the purposes of basic loss per share 114,705 114,705
  
Weighted average number of ordinary shares for the purposes of diluted loss per share 114,705 114,705
 2009 2008
 pence pence
Loss per share
Basic and diluted loss per share (0.44) (0.30)
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10. Goodwill
       2008
    HTEC JetSet 2009 Total
    Group Group Total as restated
    £’000 £’000 £’000 £’000
Cost at 1 January 2009 as previously reported   17,250 462 17,712 17,250
Prior period adjustment    (5,100) — (5,100) (5,100)
      
Cost at 1 January 2009 as restated   12,150 462 12,612 12,150
Additions    — — — 462
      
Carrying amount at 31 December 2009   12,150 462 12,612 12,612
As stated in note 1 the goodwill has been tested for impairment in accordance with IAS36 by discounting estimated future cash flows.
The recoverable amounts of each of the CGUs are determined from value in use calculations. The key assumptions for the value in use 
calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. 
Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks 
specific to the CGUs. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.
Following adoption of IFRS8, the goodwill relating to the HTEC acquisition was required to be allocated to all operational segments within HTEC 
whereas under IAS14 the Group previously allocated this to the HTEC entity. Consequently, the Group allocated goodwill across the three HTEC 
segments and undertook impairment reviews at each reported balance sheet date based on the new allocation. As explained in notes 1 and 
31 the prior period adjustment at 31st December 2007 therefore arose from this change in accounting policy. The carrying values of goodwill in 
the HTEC segments are disclosed at note 31.
The Group tests for impairment by preparing cash flow forecasts derived from the most recent financial budgets approved by the Board. The future 
cash flows used are those anticipated in the budget for 2010 with 3% profit growth assumed for the PFS, UDS and JetSet segments for the following 
five years and no growth thereafter. The current growth rates used reflect anticipated future turnover growth; however, the Group has conducted 
sensitivity analysis on the impairment tests of these segments carrying values. For these segments, the growth rate could reduce to zero percentage 
points after the 2009 budget and this would still result in the carrying value being in excess of its recoverable amount. For the JetSet CGU a reduction 
in the anticipated cash flows of 50 percentage points would result in the carrying value being reduced to its recoverable amount.
The Board has concluded that no impairment of goodwill is required for the PFS, UDS and JetSet operating segments.
For the manufacturing segment the implementation of IFRS8 resulted in £1.2 million of goodwill being allocated to the segment after booking an 
impairment provision as explained at note 31. The future cash flows used to test for impairment in the manufacturing segment are these anticipated 
in the budget for 2010 with no profit anticipated thereafter. The growth rates used reflect the current difficult economic conditions for manufacturing.
The Board has concluded that no further impairment of goodwill is required in the manufacturing segment.
The risk adjusted rate used to discount each of the CGU cash flow forecasts is 12.5% (2008: 12.5%).
11. Development Costs
 2009 2008
 £’000 £’000
Group
Cost
At 1 January 5,603 5,034
Additions 327 569
  
At 31st December 5,930 5,603
  
Amortisation
At 1 January 4,490 4,234
Charge for the year 433 256
  
At 31 December 4,923 4,490
  
Carrying amount
At 31 December 1,007 1,113
Development costs are tested for impairment annually and are amortised over the period during which the benefits of the development 
projects are expected to arise.
 Notes to the Accounts continued
 year ended 31st December 2009
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12. Property, Plant and Equipment
     Leasehold Plant and
     Improvements Equipment Total
Group     £’000 £’000 £’000
Year ended 31 December 2009
Cost
At 1 January 2009     1,085 5,487 6,572
Additions     20 377 397
Disposals     — (248) (248)
      
At 31 December 2009     1,105 5,616 6,721
      
Depreciation
At 1 January 2009     383 3,096 3,479
Charge for the year     57 605 662
Impairments     — 20 20
Disposals     — (245) (245)
      
At 31 December 2009     440 3,476 3,916
      
Net book value
At 31 December 2009     665 2,140 2,805
      
At 31 December 2008     702 2,391 3,093
Year ended 31st December 2008
Cost
At 1 January 2008     1,058 4,159 5,217
Additions     27 1,181 1,208
Acquired upon acquisition     — 171 171
Disposals     — (24) (24)
      
At 31 December 2008     1,085 5,487 6,572
      
Depreciation
At 1 January 2008     327 2,720 3,047
Charge for the year     56 380 436
Impairments     — 10 10
Disposals     — (14) (14)
      
At 31 December 2008     383 3,096 3,479
      
Net book value
At 31 December 2008     702 2,391 3,093
      
At 31 December 2007     731 1,439 2,170
The impairment loss on plant and equipment of £20,000 is due to the closure of JetSet’s Scottish office.
The net book value of plant and equipment includes £1,017,000 (2008: £1,185,000) in respect of assets held under finance leases. The 
depreciation charged on these assets during the year was £300,000 (2008: £26,000).
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13. Investments
 2009 2008
Company £’000 £’000
Investments in subsidiary undertakings at 1st January 2009 17,117 17,117
Further investment into Jet Set Wash Systems Limited 750 —
  
At 31st December 2009 17,867 17,117
The investment in Jet Set Wash Systems Limited relates to the capitalisation of existing intercompany indebtedness and was a non-cash 
transaction.
For details of principal subsidiaries see note 29.
14. Inventories
 2009 2008
Group £’000 £’000
Raw materials 870 1,132
Work in progress 399 505
Finished goods — 10
  
 1,269 1,647
There are no significant differences between the replacement costs (shown above) and the fair values.
15. Other Financial Assets
Trade and other receivables
 2009 2008
Group £’000 £’000
Trade receivables 2,230 2,126
Other debtors 50 100
Prepayments and accrued income 740 745
Corporation tax receivable 40 90
  
 3,060 3,061
 2009 2008
Company £’000 £’000
Amounts owed from Group undertakings 249 —
Other debtors 50 100
Prepayments and accrued income 81 48
  
 380 148
The average credit period taken on sales of goods and services is 41 days (2008: 46 days). No interest is charged on the receivables. Before 
accepting any new customer, the Group uses an external credit scoring system to assess the potential customer’s credit quality and defines 
credit limits by customer. Of the trade receivables balance at the end of the year, £757,225 (2008: £679,000) is due from the Group’s largest 
customer.
Included in the Group’s trade receivable balance are debtors with a carrying value amount of £590,000 (2008: £669,000) which are past due 
at the reporting date for which the Group has not made any provision as there has not been a significant change in credit quality and the 
amounts are still considered recoverable. The Group does not hold collateral over these balances. Ageing of past due but not impaired 
receivables is 30–60 days £455,000 (2008: £543,000), 60–90 days £34,000 (2008: £70,000) and 90 days and over £101,000 (2008: £56,000).
In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable from the 
date the credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large 
and unrelated. Accordingly, the Directors believe that no bad debt provision is required (2008: £nil).
 Notes to the Accounts continued
 year ended 31st December 2009
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15. Other Financial Assets continued
Cash and cash equivalents
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Cash and cash equivalents   1,145 70 12 —
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying value 
of these assets is approximately equal to their fair value.
16. Trade and Other Payables
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Trade creditors    1,266 1,434 122 71
Other creditors    39 156 39 40
Accruals and deferred income   2,296 1,378 93 56
Other taxation    820 1,040 — —
      
    4,421 4,008 254 167
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period 
taken for trade purchases is 66 days (2008: 62 days).
The Directors consider that the carrying amount of trade payables approximates to their fair value.
17. Current Tax Liabilities
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Corporation tax    335 315 — —
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18. Borrowings
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Unsecured — at amortised cost
Current
Bank overdrafts    — — — 8
Directors and management loans (iv)   229 275 — —
Secured — at amortised cost
Current
Bank loans (i)    760 540 760 518
Finance lease liabilities (ii)    324 350 — —
Invoice discounting (iii)    905 786 — —
Non-current
Bank loans (i)    1,000 760 1,000 760
Finance lease liabilities (ii)    388 523 — —
      
    3,606 3,234 1,760 1,286
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
The borrowings are repayable as follows:
On demand or within one year   2,218 1,951 760 526
In the second to fifth years inclusive   1,388 1,283 1,000 760
      
    3,606 3,234 1,760 1,286
(i) Bank loans consist of two separate term loans. They are secured by a first charge over all undertakings and assets of the Group. The 
weighted average interest rate paid in 2009 was 9.84% (2008: 8.76%). The original term loan bears interest based on a fixed rate of
5.33% plus a risk margin of 3.35%. At 31 December 2009 £760,000 was drawn on this loan and is being repaid on a monthly basis with 
final payment due in April 2011. The second loan, of £1,000,000, was drawn during the year and bears interest at 10% over HBOS bank 
rate. This loan is repayable in 60 instalments commencing in April 2011.
 At the year end the Group was in breach of the net worth covenant attached to the original term loan. This breach has been waived 
subsequent to the year end, but in accordance with IAS1 the amount outstanding on the loan is shown as current. The amount of the loan 
consequently shown as current but actually to be paid in 2011 is £242,000.
(ii) Finance lease liabilities are secured by the assets leased. The average lease term is five years. For the year ended 31 December 2009, the 
average effective borrowing rate was 7.9% (2008: 8.8%). Interest rates are fixed at the contract date. All leases are on a fixed repayment 
basis and no arrangements have been entered into for contingent rental payments.
(iii) The invoice discounting facility is secured on the trade receivables of HTEC Limited and bears interest at an effective rate of 6% (2008: 6%).
(iv) The Directors and management loans are unsecured and bear interest at 15% (2008: 15%).
All borrowings are denominated in sterling.
The Directors consider that the carrying amount of the bank loans and finance lease obligations approximates to their fair value.
At 31 December 2009, the Group had available £100,000 (2008: £310,700) of undrawn committed borrowing facilities in respect of which all 
conditions precedent had been met.
The bank overdraft and bank loans are secured by a debenture over the assets of the Group and are subject to certain covenants in respect
of interest cover, cash flow cover and net asset value.
 Notes to the Accounts continued
 year ended 31st December 2009
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19. Other Liabilities
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Amounts owed to Group undertakings   — — 1,224 360
20. Financial Instruments
Capital risk management
The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns while maximising the return 
to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in note 18, cash and cash equivalents, and equity 
attributable to shareholders of the parent, comprising issued share capital, reserves and retained earnings as disclosed on page 21.
Gearing ratio
The Group regularly reviews the capital structure. As part of this review, it considers the cost of capital and the risks associated with each
class of capital.
The gearing ratio at the year end is as follows:
  2008
 2009 as restated
 £’000 £’000
Debt* 3,606 3,234
Cash and cash equivalents (1,145) (70)
  
Net debt 2,461 3,164
Equity
†
 13,536 14,039
Net debt to equity ratio 18.2% 22.5%
* Debt is defined as medium and short-term borrowings, as detailed in note 18.
†
 Equity includes all capital and reserves of the Group attributable to equity holders of the parent.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the 
basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are 
disclosed in note 1 to the financial statements.
Categories of financial instruments
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Financial assets:
At amortised cost:
Cash    1,145 70 12 —
Trade receivables    2,230 2,126 — —
      
    3,375 2,196 12 —
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20. Financial Instruments continued
Categories of financial instruments
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Financial liabilities:
At amortised cost:
Bank overdrafts    — — — 8
Trade payables    1,266 1,434 122 71
Invoice discounting loan    905 786 — —
Bank loans    1,760 1,300 1,760 1,278
Directors and management loans   229 275 — —
Finance lease obligations    712 873 — —
      
    4,872 4,668 1,882 1,357
The revised IFRS7 requires that an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped 
into Levels 1 to 3 based on the degree to which the fair value is observable, is given. The levels are as follows:
 l Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
 l Level 2 fair value measurements are those derived from 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
 l Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not
based on observable market data (unobservable inputs).
The Group’s financial instruments, recognised at fair value, all fall into the Level 1 categorisation.
Financial risk management objectives
The Group’s operations expose it to a variety of risks including the effect of changes in interest rates on debt, credit risk and liquidity risk. In 
2009 the Group did not have significant risk on foreign currency.
Neither the Company nor the Group has material exposures in any of the areas identified above and consequently they do not use derivative 
instruments to manage these exposures.
Market risk
The activities of the Company and Group primarily expose them to the financial risks of changes in interest rates (see below). The Group does 
transact business in euros and US dollars but at approximately 10% of turnover the exchange risk is small.
Interest rate management
The Company and the Group are exposed to interest rate risk as entities in the Group borrow funds at floating interest rates. The Group 
continually reviews the appropriateness of fixing interest rates on its borrowings.
The Company and the Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk 
management section of this note.
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest on the financial instrument balances at the reporting 
date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period.
At the reporting date, if interest rates had been 1% higher/lower and all other variables were held constant, the Group and Company’s net
loss and equity reserves for the year ended 31 December 2009 would increase/decrease by £11,000 (2008: £8,000). This is mainly
attributable to the Group and Company’s exposure to interest rates on its variable rate borrowings. A 1% movement in basis points has been 
used as this provides a benchmark against which to measure any future interest rate movements.
 Notes to the Accounts continued
 year ended 31st December 2009
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20. Financial Instruments continued
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s 
policy is to only deal with creditworthy counterparties, carrying out background checks before any new accounts are opened so as to mitigate 
the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are monitored regularly with no 
significant concentration of credit risk with a single counterparty. Credit exposure is controlled by counterparty limits that are reviewed and 
approved by senior management as and when necessary, but at a minimum annually.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s 
maximum exposure to credit risk.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which reviews and manages the Group’s short and 
medium-term funding and liquidity requirements on a regular basis. The Group manages liquidity risk by maintaining adequate reserves, 
banking facilities and reserve borrowing facilities by regularly monitoring forecast and actual cash flows whilst attempting to match the 
maturity profiles of financial assets and liabilities.
As noted within the Directors’ Report on page 15, there were breaches of the loan covenant during the year that were waived by the bank.
One of the key liquidity risks is to ensure ongoing compliance with banking covenants. Subsequent to the year end the bank have removed all 
covenants from the loan facilities.
The following table details the Company and the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has 
been drawn up based on the undiscounted contractual maturities of the financial liabilities including interest that will accrue to those liabilities.
 Weighted
 average Less    More
 effective than 1 to 6 6 months 1 to than 
Group rate 1 month months to 1 year 3 years 3 years Total
2009 % £’000 £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
Trade payables — 983 283 — — — 1,266
Fixed interest:
Finance leases 7.9 30 170 167 402 — 769
Bank loan (see below) 9.7 836 — — — — 836
Directors’ loans 15.0 — 29 — 260 — 289
Variable interest: 
Invoice discounting 6.0 910 — — — — 910
Bank loan 10.5 9 45 54 433 956 1,497
       
  2,768 527 221 1,095 956 5,567
 Weighted
 average Less    More
 effective than 1 to 6 6 months 1 to than 
 rate 1 month months to 1 year 3 years 3 years Total
2008 % £’000 £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
Trade payables — 1,240 194 — — — 1,434
Fixed interest:
Finance leases 8.8 44 200 137 592 — 973
Bank loan 8.8 46 237 294 870 — 1,447
Directors’ loans 15.0 — 86 220 — — 306
Variable interest: 
Invoice discounting 6.0 790 — — — — 790
       
  2,120 717 651 1,462 — 4,950
 
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20. Financial Instruments continued
 Weighted
 average Less    More
 effective than 1 to 6 6 months 1 to than 
Company rate 1 month months to 1 year 3 years 3 years Total
2009 % £’000 £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
Trade payables — 122 — — — — 122
Fixed interest:
Bank loan (see below) 9.68 836 — — — — 836
Variable interest: 
Bank loan 10.5 9 45 54 433 956 1,497
       
  967 45 54 433 956 2,455
 Weighted
 average Less    More
 effective than 1 to 6 6 months 1 to than 
 rate 1 month months to 1 year 3 years 3 years Total
2008 % £’000 £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
Trade payables — 40 31 — — — 71
Variable interest:
Bank loan 8.8 45 232 276 860 — 1,413
       
  85 263 276 860 — 1,484
Group and Company
At 31 December 2009 the Group was in technical breach of one covenant associated with the fixed interest bank loan. Accordingly, the whole 
amount outstanding has been shown within amounts due in less than one month. As the breach has been waived subsequent to the year 
end the actual repayment profile of this loan including interest is:
       £’000
Due in less than one month       49
Due in 1 to 6 months       251
Due in 6 months to 1 year       265
Due in 1 to 3 years       271
       
       836
 Notes to the Accounts continued
 year ended 31st December 2009
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20. Financial Instruments continued
The following table details the Group’s and the Company’s expected maturity for its non-derivative financial assets. The table has been drawn 
up based on the undiscounted contractual maturities of the financial assets excluding interest that will be earned on those assets except 
where the Company or Group anticipates that the cash flow will occur in a different period.
  Weighted
  average Less   
  effective than 1 to 6 6 months 1 to 
Group  rate 1 month months to 1 year 3 years Total
2009  % £’000 £’000 £’000 £’000 £’000
Variable interest:
Cash  1.0 1,145 — — — 1,145
Non-interest bearing:
Trade receivables  — 1,545 685 — — 2,230
       
   2,690 685 — — 3,375
  Weighted
  average Less   
  effective than 1 to 6 6 months 1 to 
  rate 1 month months to 1 year 3 years Total
2008  % £’000 £’000 £’000 £’000 £’000
Variable interest:
Cash  1.0 70 — — — 70
Non-interest bearing:
Trade receivables  — 668 1,458 — — 2,126
       
   738 1,458 — — 2,196
  Weighted
  average Less   
  effective than 1 to 6 6 months 1 to 
Company  rate 1 month months to 1 year 3 years Total
2009  % £’000 £’000 £’000 £’000 £’000
Cash  1.0 12 — — — 12
 
  Weighted
  average Less   
  effective than 1 to 6 6 months 1 to 
  rate 1 month months to 1 year 3 years Total
2008  % £’000 £’000 £’000 £’000 £’000
Cash  1.0 — — — — —
The fair value of the Group‘s financial assets and liabilities is not materially different from the carrying values in the balance sheet.
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21. Deferred Tax
The movement on the net provision for deferred taxation is as follows:
 2009 2008
 £’000 £’000
Net provision at 1st January — (26)
Credit to income statement — 26
  
At 31st December — —
At the year end £166,000 (2008: £87,000) of fixed asset timing differences have not been recognised as a deferred tax asset.
At the balance sheet date, the Group has unutilised tax losses of £2,600,000 (2008: £2,082,000) available for offset against future profits. A 
deferred tax asset has not been recognised in respect of these losses due to the uncertainty of future profits.
22. Called Up Share Capital
 2009 2008
Group and Company £’000 £’000
Authorised
155,000,000 ordinary shares at 5p each (2008: 155,000,000) 7,750 7,750
Allotted, called up and fully paid:
114,704,539 ordinary shares of 5p each (2008:114,704,539) 5,735 5,735
The Company has one class of ordinary shares which carry no right to fixed income.
In 2007 closing share capital was overstated by £12,376 (247,516 ordinary shares of 5p each) in respect of matching shares acquired to
satisfy obligations of the LTIP scheme. This error was corrected in 2008.
Allotments for cash made in 2009
No allotments of shares for cash were made in 2009 (2008: none).
Share options
No share options were awarded to Directors in 2009 (2008: none).
Long Term Investment Plan (‘LTIP’)
No shares were awarded as matching shares under the LTIP in 2009 (2008: none).
 Notes to the Accounts continued
 year ended 31st December 2009
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23. Employees and Directors
 Group Company
    2009 2008 2009 2008
    £’000 £’000 £’000 £’000
Wages and salaries    5,757 7,183 140 140
Social security costs    578 750 14 14
Pension costs    204 145 11 11
Redundancy costs (see note 5)   511 534 — —
      
    7,050 8,612 165 165
    2009 2008 2009 2008
    No. No. No. No.
The average number of people (including Executive Directors)
employed during the year:
HTEC    174 209 — —
JetSet    29 35 — —
Head Office    3 3 2 2
      
    206 247 2 2
 2009 2008
Emoluments paid to the highest paid Director were as follows: £’000 £’000
Aggregate emoluments 125 126
Company pension contribution to money purchase schemes 11 11
  
 136 137
There were two Directors (2008: two) to whom retirement benefits accrued under money purchase schemes during the year.
Further details of the Directors’ remuneration are included in the Directors’ Remuneration Report on pages 12 and 13.
24. Pension Commitments
The Group operates a defined contribution scheme. The assets of the scheme are held separately from these of the Group in funds under the 
control of investment managers. The pension costs charged represent contributions payable by the Group to the fund amounting to £203,901 
(2008: £145,493), together with the administration charge of the fund. In addition, the Group continues to contribute to personal pension plans 
for certain of its employees. As at 31st December 2009 contributions of £46,000 (2008: £41,000) due in respect of the current reporting period 
had not been paid over to the scheme.
25. Operating Lease Commitments
At 31st December 2009 the Group has lease agreements in respect of properties, vehicles, plant and equipment, for which payments extend 
over a number of years.
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due as follows:
 2009 2008
   Plant and   Plant and
  Property Machinery Total Property Machinery Total
  £’000 £’000 £’000 £’000 £’000 £’000
Within 1 year  420 180 600 511 211 722
Between 2 to 5 years  1,636 52 1,688 1,636 203 1,839
After 5 years  3,988 — 3,988 716 — 716
       
Total  6,044 232 6,276 2,863 414 3,277
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26. Contingent Liabilities
The Group has given a duty deferment guarantee to HMRC of £5,000 (2008: £5,000).
27. Capital and Other Financial Commitments
As at 31st December 2009 the Group had not entered into any contracts for future capital expenditure (2008: nil).
28. Share-based Payments
Summary of share option schemes in operation during the year
The Directors’ Remuneration Report on page 13 describes the plans to which IFRS2 applies. In summary, the Group operated the following 
plans during the period:
 l Enterprise Management Incentive (‘EMI’) Plan
 l Discretionary Unapproved Share Option Plan
 l The Group recognised a total expense of £nil in 2009 (2008: £nil).
Equity-settled share option schemes
The exercise price of options granted under the EMI and unapproved share option plans was set at the market value at the date of grant, that 
is the price which equates to the closing middle market quotation for the shares on AIM on the date of grant. Consequently, no table of 
assumptions is shown below.
The options are not subject to any performance conditions and vested immediately upon grant. Where options remain unexercised after a 
period of ten years from the date of grant the options expire. Moreover, the options will lapse in the case of termination of employment,
subject to the good leaver provisions or the Remuneration Committee exercising its discretion to permit options to be exercised.
The total number of shares under option is as follows:
  Weighted
 Number of average
 share options exercise price
Unapproved share options No. £
Outstanding at beginning of period 1,250,000 0.08
Granted during the period — —
Forfeited during the period — —
Exercised during the period — —
  
Outstanding at the end of the period 1,250,000 0.08
  
Exercisable at the end of the period 1,250,000 0.08
Options granted under the plan vest immediately. All acquisitions under the plan are equity-settled.
  Weighted
 Number of average
 share options exercise price
EMI No. £
Outstanding at beginning of period 2,500,000 0.08
Granted during the period — —
Forfeited during the period — —
Exercised during the period — —
  
Outstanding at the end of the period 2,500,000 0.08
  
Exercisable at the end of the period 2,500,000 0.08
Options granted under the plan vest immediately. All acquisitions under the plan are equity-settled.
 Notes to the Accounts continued
 year ended 31st December 2009
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29. Principal Subsidiaries and Joint Ventures
 Place and Date Issued and Fully Paid
Name of Incorporation Share Capital Percentage Held Business
HTEC Group Limited England and Wales Ordinary £1 100% held Holding company
HTEC Limited* England and Wales Ordinary 1p 100% held Manufacture and development
  Convertible redeemable  of payment and information
  preference £1  systems
High Technology* Spain Ordinary e6 100 % held Dormant
Electronic Clearance SL
HTEC Limited* Portugal Branch, no share capital 100% held Management of information  
    systems
Jet Set Wash Systems Limited England and Wales Ordinary £1 100% held Manufacture and retail of
    forecourt valeting equipment
WSF Services Limited* Scotland Ordinary £1 100% held Dormant
Prepaid Card Management England and Wales A / B shares £0.01 50% held Provision of prepaid
Limited*    cash card services
* Investments held in a subsidiary company.
All the above companies are included in the consolidated Group results.
30. Related Parties
T ransactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. Transactions 
between the Company and its subsidiaries are disclosed below.
During the year, the Company entered into the following transactions with its subsidiaries, which are related parties:
 Amounts recharged to subsidiaries
 2009 2008
 £’000 £’000
HTEC Limited 396 396
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30. Related Parties continued
Loans from two Directors, totalling £200,000 (2008: £275,000) at the year end, were provided to assist with growth of the newly acquired 
subsidiary, Jet Set Wash Systems Limited. Amounts owing at the balance sheet date were as follows:
     Capital Interest Interest
     outstanding at paid accrued at
     31 December during 31 December
     2009 the year 2009
     £’000 £’000 £’000
J R Scholes     100 25 4
M Coster     100 21 4
      
     200 46 8
Interest paid on the Director loans during the year included £20,000 accrued from the prior year.
Loan repayment is conditional upon the agreement of the Company’s bankers.
Loans from two Directors and two members of the Management team, totalling £29,000 (2008: £nil) at the year end, were provided to assist 
with the matched funding requirement of a short-term loan taken out during the year. This short-term loan was repaid prior to the year end, 
and consequently the loans provided by the Director and management are now repayable. Amounts owing to Directors at the balance sheet 
date were as follows:
     Capital Interest Interest
     outstanding at paid accrued at
     31 December during 31 December
     2009 the year 2009
     £’000 £’000 £’000
P Cooper     7 — —
R J Smeeton     7 — —
      
     14 — —
The loans are repayable during 2010.
Remuneration of key personnel
Details of the remuneration of the Directors, who are the key management personnel of the Group, is provided in aggregate for each of the 
categories specified in IAS24 ‘Related Party Disclosures’ in the Directors’ Remuneration Report on page 13.
 Notes to the Accounts continued
 year ended 31st December 2009
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31. Prior Year Adjustments
(1) Goodwill
The Group has restated the carrying value of goodwill associated with the HTEC subsidiary. This is as a result of the adoption of IFRS8 which
requires goodwill to be allocated to operating segments.
The transitional provisions of IFRS8 permitted the allocation of goodwill as at 1st January 2007, the date at which the Group introduced 
segmental reporting of the three segments currently recognised within the HTEC subsidiary.
Goodwill has been allocated based upon value in use calculations for the three segments reflecting their operational cash flows in 2007.
The results of this exercise are to allocate goodwill and the subsequent impairment across the segments as follows:
 PFSManufacturing UDS Total
£’000 £’000 £’000 £’000
At 31 December 2007  9,228 6,334 1,688 17,250
Impairment  — (5,100) — (5,100)
Carrying value at 31 December 2007  9,228 1,234 1,688 12,150
Impairment testing of these balances indicates that a £5.1 million write-off of goodwill in the manufacturing segment would have been 
required as at 31st December 2007, and this has been booked as a prior year period adjustment to the closing reserves at 31st December 
2007. Consequently, the balance sheet at 31st December 2007 on page 22 has been restated as it arises from the adoption of a new 
accounting standard. This gives rise to the restatement of previous year’s net assets as follows:
Goodwill and
profit and loss
reserve
£’000
Adjustment to opening net assets at 1 January 2008 and January 2009  (5,100)
(2) Categorisation of costs
The introduction of IFRS8 Segmental Reporting led to a review of cost classifications. Consequently, the Group will now recognise the cost of its 
software engineering department as a component of cost of sales. In previous years these costs have been included within administrative 
expenses and the comparative information for the year ended 31st December 2008 has been restated to reflect this revised treatment. This 
gives rise to the restatement of prior year cost of sales and administrative expenses as follows:
 Before Exceptional 2008
exceptional items items Total
£’000 £’000 £’000
(Increase) in cost of sales  (970) — (970)
Decrease in administrative expenses  970 — 970
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Universe Group plc
Southampton International Park
George Curl Way
Southampton
Hampshire
SO18 2RX
United Kingdom
www.universeplc.com
t: +44 (0)23 8068 9510
f: +44 (0)23 8068 9201
Universe Group plc is Registered in England.
Registered No. 2639726
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