Annual Report and Accounts 2004
Excellence in IT infrastructure  00
Contents
Highlights 1
President’s introduction 2
Executive Chairman’s statement 3
Chief Executive Officer’s report 6
Financial review 8
Products, services and case studies 11
Management team 13
Directors’ report 15
Corporate governance 17
Remuneration report 19
Independent auditors’ report 22
Consolidated profit and loss account 23
Consolidated statement of total recognised gains and losses 24
Reconciliation of movements in group shareholders’ funds 25
Balance sheets 26
Consolidated cash flow statement 27
Accounting policies 28
Notes to the financial statements 30
Notice of Annual General Meeting 50
Form of proxy for InTechnology plc 52
Corporate information 54 Xxxxxxxxxxxxxxxxxx
For the year ended 31 March 2004:
Xxxxxxxxxxxxxxxxxx
For the year ended 31 March 2004:
Highlights
Financial highlights
• Total turnover increased 42% to £223.5m (2003: £156.9m) 
including £64.4m from Allasso (2003: £nil)
• Specialist Distribution turnover of £209.0m (2003: £148.7m)
• Managed Services turnover of £14.5m (2003: £8.2m)
• Gross profit increased 75% to £40.8m (2003: £23.3m)
• Group operating loss was £2.8m (2003: £6.6m)
• EBITDA increased 87% to £7.3m (2003: £3.9m)
• Return to EBITA profitability with profit before interest, tax and 
amortisation of goodwill of £1.6m (2003: pre exceptional item 
£1.0m loss, 2003: post exceptional item £2.6m loss)
• Balance sheet has cash reserves of £16.4m (2003: £18.2m) 
and net debt of £10.4m (2003: £10.0m net funds) 
predominantly as a result of the acquisition of Allasso.
Operational highlights
• Substantial expansion of the business in terms of products 
and services offered as well as markets addressed
• Strong performance from Specialist Distribution division:
• Very strong second half after slow first half
• Rapid growth in higher margin security, consultancy, 
maintenance and enterprise software sales, which now 
represent 31% (2003: 17%) of Specialist Distribution turnover 
• Rapid integration of Allasso into the Group and performing in 
line with expectations
• Managed Services progressing well:
• Cumulative contracts at 31 March of over £60m (2003: £40m)
• Restorable data under management stands at 2.0 petabytes 
(2003: 0.7 petabytes) and is growing rapidly 
• Volume of contracts being won has accelerated quarter on quarter
• Excellent renewal rate in Managed Services 
1
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2000
2001
2002
2003
2004
£250m
£200m
£150m
£100m
£50m
InTechnology 
Group Turnover
Managed Services - InTechnology’s secure data centre President’s introduction
The Annual Report and Accounts 
for the year ended 31 March 2004
reflect a period of significant
achievement and importance for
InTechnology. 
First, the Company has substantially
expanded its activities and the
territories in which it operates
through the acquisition of Allasso. It
is now the leading specialist
distributor of network storage and
security solutions in Europe. 
Secondly, InTechnology’s Managed
Services division has begun to fulfil
its early promise and to achieve the
results that the Directors have always
expected. In the UK, there are now
over 200 clients for these services,
including many government
departments. InTechnology provides
an extensive and evolving range of
services in a market poised on the
verge of substantial expansion.
The financial performance of the
Company has been robust
throughout, with strong profitability
being maintained in Specialist
Distribution activities and reduced
losses in Managed Services.
The Company’s strategy remains
unaltered – to provide a range of
products and services that are
absolutely critical to the effective
performance of today’s network-
centric computing environment, and
to do so through a channel of
resellers, consultants and system
integrators.
This strategy has proven to be highly
successful during the last two years
and has positioned InTechnology
strongly as the IT market recovers.
Consequently, I look forward with
optimism to what we will achieve in
the year ahead. 
On behalf of the Company, I would
like to thank all our partners and
suppliers as well as InTechnology’s
own skilled and dedicated staff for
their commitment and energy
throughout the last year. 
Lord Parkinson
President
14 June 2004
2
The financial performance of the 
Company has been robust throughout,
with strong profitability being maintained
in Specialist Distribution activities and
reduced losses in Managed Services. Executive Chairman’s statement
Overview
I was very pleased with the
performance of the Group during the
past 12 months as we made
significant strides towards our goal
of becoming the leading IT
infrastructure provider in Europe
while also growing our revenues and
reducing our losses. Our Managed
Services division has also enjoyed an
acceleration in the cumulative value
of contracts won which at 31 March
2004 was £60m (2003: £40m),
generating £18.0m (2003: £10.5m) 
of recurring revenue per annum 
once commissioned. 
We have significantly altered the mix
of business within our Specialist
Distribution division this year by both
organic growth and acquisition so
that higher margin software,
consultancy and maintenance sales
now represent some 31% (2003:
17%) of our distribution revenues.
The acquisition of Allasso on 31 July
2003 has enabled us to extend our
specialist distribution model to
include IT security products and build
a platform for territorial growth in
five other western European markets. 
Our unique expertise across storage,
security and enterprise software
combined with our ability to deliver
utility-based computing services is
beginning to pay real dividends. As
computing moves inexorably towards
a more networked environment we
are finding that our customers are
looking increasingly for a one-stop IT
infrastructure supplier such as
InTechnology. In this current financial
year we will be taking steps to
significantly increase the levels of
cross-selling to our customer base as
well as unifying key group functions,
which will lead to a much more
effective and efficient operation.
Trading and operating
performance
There was a very strong sales
performance from the Specialist
Distribution division in the second
half of the year which contrasted
with a slow start in the first half. The
Allasso software security products
division performed in line with
expectations and is now fully
integrated into InTechnology.
Managed Services achieved a strong
and consistent level of new contract
wins in each half year. 
Group turnover was £223.5m during
the year (2003: £156.9m) and gross
profit improved by 75% to £40.8m
(2003: £23.3m). Net operating
expenses before depreciation,
amortisation of goodwill and
exceptional items were £33.5m
(2003: £19.3m) with the acquisition
of Allasso accounting for £10.5m of
the increase. Net operating expenses
were £43.6m (2003: £29.8m).
Earnings before interest, tax,
depreciation, amortisation of
goodwill and exceptional items
increased to £7.3m (2003: £3.9m).
Group operating profit before
amortisation of goodwill was £1.6m
(2003: £2.6m loss). The Group
reported an operating loss of £2.8m
(2003: £6.6m loss).
InTechnology’s balance sheet remains
strong with cash of £16.4m (2003:
£18.2m) and net debt after finance
leases and term loans of £10.4m
(2003: net funds £10.0m) largely as a
result of the acquisition of Allasso.
Specialist Distribution division
InTechnology’s Specialist Distribution
activities embrace three principal
areas of expertise: Storage, Security
and Enterprise Software. In the UK we
are engaged in all three activities; in
continental Europe revenues are, for
now, almost exclusively derived from
security software and appliances. 
The slow start to the year experienced
by Specialist Distribution was put
firmly behind us during the second
half of the year when we produced
some excellent results, which included
a record third quarter. Despite the
well-documented commercial and
market difficulties experienced by all
partners of Sun and HP in the first
half of the year we managed to retain
our market position, while our IBM
business has continued to expand. 
We were also encouraged by the
performance of our Veritas software
business and made a promising start
in our new UK relationship with
Network Appliance. The storage
market continues to grow in both
volume and complexity and we are
confident that we are, as always, 
well positioned to maximise this
opportunity.
We have now fully integrated the 
UK operation of Allasso into an
enlarged UK Specialist Distribution
business although maintaining the
Allasso brand.
Allasso’s continental European
footprint presents a foundation on
which we can begin to build software,
storage, network and managed
services sales to the IT channel. In this
current financial year we are exploring
the opportunity to sell InTechnology's
storage software product portfolio
through our European offices, as we
believe this to be a strong growth area
for the business.
3 In the year UK Specialist Distribution
achieved revenues of £172.4m (2003:
£148.7m) and maintained operating
margins before amortisation of
goodwill of 5%. Operating margins
after amortisation of goodwill were
maintained at 4%. The division earned
an operating profit before
amortisation of goodwill of £8.5m
(2003: £8.1m) and an operating profit
of £6.5m (2003: £6.4m). Software,
consultancy and maintenance
revenues were 30% (2003: 17%) of
the division’s revenue.
Allasso Europe recorded revenues of
£36.6m and an operating profit of
£0.8m. There was encouraging
revenue growth in southern Europe
and we see good potential to exploit
our new European footprint.
Managed Services division
Managed Services increased revenues
by 77% to £14.5m (2003: £8.2m) with
an operating loss before amortisation
of goodwill and exceptional items of
£7.8m (2003: £9.1m) which reflects
our continued ongoing investment in
this side of the business and the time
delay between winning and
commissioning contracts. The
Managed Services operating loss was
£10.0m (2003: £13.0m).
At 31 March 2004, our annualised
recurring revenues were £18.0m
(2003: £10.5m) and cumulative
contracts won were £60m (2003:
£40m). The Board remains confident
that following the installation of
approximately £65m of cumulative
contract wins, this division will
achieve EBITA breakeven.
I strongly believe that our technology
and methodology has gained
significant market awareness and
acceptance in both the UK public and
private sectors, where we have
achieved equal success. The
restorable data we now manage in
our data centres exceeds 2 petabytes
(2003: 0.7 petabytes) and we now
take data from over 170 customer
sites in the UK. Our network in the
UK, LANnet, has been a tremendous
success and we now have 168 sites
connected to the network taking a
variety of services from us. This year
we are also very encouraged that
55% of our user base now takes
more than one service from us and
10% now take three.
In October of last year we launched
our InPartnership programme,
through which we have formalised
many of our relationships with
consultants, integrators and
outsourcers which sell our services to
their clients. Sales of outsourced
services through this channel have
proved to be extremely effective as
we enable our partners to capture
more of their own clients’ recurring
IT spend without them having to
invest in data centres and network
infrastructure or work with a
competing IT provider. Many more of
our traditional channel partners are
turning to us for these services
which confirms our belief in the
unified InTechnology approach to 
the IT channel. 
As computing moves inexorably towards 
a more networked environment we are
finding that our customers are looking
increasingly for a one-stop IT infrastructure
supplier such as InTechnology.
4 5
New developments
We have a number of exciting new
developments across the Group in
the coming year:
InTechnology Appliances 
As the world of enterprise computing
becomes ever more complex we are
developing a range of appliances to
solve particular business and
legislative issues. Today a computing
solution can involve technologies
from many different suppliers
confusing both end users and even
the salesmen. InTechnology
Appliances, which we will launch
under the MyAppliance brand, aim to
remove all this difficulty and simplify
the whole process by defining a
solution to a specific problem and
supplying a turnkey package. 
Network products
InTechnology’s expertise has been
centred on storage and security
related products. Later this financial
year we look forward to significantly
expanding the product range by
adding some leading network
products.
Additional managed services
We are continuing to develop
commercially a number of
technologies in the Managed Services
division to improve performance,
reduce costs and broaden the range
of services offered to customers. In
the coming months we expect to
launch the following: 
• An increased capacity VBAK from
2TB to 4TB per system
• InTechnology Voice over IP (‘VOIP’)
• Archiving/Information Life-cycle
Management (‘ILM’)
• An enhanced data replication
offering.
Current trading
The first two months’ trading of this
financial year have been in line with
management expectations and are
ahead of the same period last year.
Outlook
As computing moves inexorably
towards a more networked
environment our customers are
increasingly turning to us either for
the supply of infrastructure,
products, services and expertise or
choosing to outsource to us the
provision of network, hosting or
storage services to improve the
overall resilience, compliance or
performance of their IT
infrastructure. 
In order to take advantage of our
excellent position as the one-stop IT
infrastructure provider to the
channel (systems integrators,
consultants and resellers) we shall
this fiscal year start integrating our
UK sales, marketing and professional
services divisions into a unified
structure. This will allow us to
achieve better customer focus with
all our products and services and
create greater operating efficiencies. 
The new products and services
outlined above will be launched this
year with the main financial benefits
arising from 2006 onwards.
We believe that the advent of
Network Computing is not only
about to happen, it is happening and
InTechnology is extremely well placed
to capitalise on this opportunity. 
Peter Wilkinson
Executive Chairman
14 June 2004
Executive Chairman’s statement cont. Chief Executive Officer’s report
Overview
The year ended 31 March 2004 has
seen InTechnology significantly
expand its Specialist Distribution
activities as well as enjoying
continued rapid growth in Managed
Services. Overall, we have grown
revenues, altered our business mix,
reduced losses and brought the
Managed Services division to the
point when we can now predict
when it should return a pre-tax
profit to shareholders.
Within our Specialist Distribution
division a significant proportion of
our revenues are now derived from
software products which have the
benefit of also generating a level of
maintenance and support sales. On
31 July 2003 we acquired Allasso to
extend our distribution capability into
security software and extend a
bridgehead into several European
territories. Throughout the year we
have signed agreements to distribute
additional specialist products from
existing suppliers (such as IBM’s
software products) and added new
vendors such as Network Appliance,
KVS and FalconStor.
Managed Services now has over 200
clients and over £60m (2003: £40m)
in cumulative contracts won. In
addition to our core storage services,
we have substantially expanded our
range of managed services to take
advantage of the potential inherent
in our nationwide network ring
(‘LANnet’) which acts as a platform
over which we can offer VPN, data
replication, dial-up and internet
services. 
Specialist Distribution
Our Specialist Distribution activities
now span storage, security and
enterprise software. In the UK, we are
engaged in all three activities; in
continental Europe, revenues are
almost exclusively derived from
security software and appliances.
The first half of the year was
characterised by extremely
challenging trading conditions with a
particular absence of large projects
as companies postponed purchasing
decisions and sought to optimise
existing assets. We continued to see
declines in our Sun volumes and the
post merger integration of HP and
Compaq presented some technical
challenges which hampered
shipments. In the second half of the
year however we saw a resumption
of larger orders and achieved a
record performance in the third
quarter followed by continued strong
momentum into the fourth quarter.
In September 2003 we signed with
Network Appliance as their exclusive
UK distributor and, during the
subsequent two quarters have begun
to grow these revenues. 
Higher margin enterprise software
sales have grown rapidly year-on-
year. We now offer a substantially
broader range of software including
not only the leading storage software
brands such as Veritas, Tivoli and CA
but also some of IBM’s enterprise
products like Websphere, Lotus and
DB2. In January 2004 we launched
the distribution of KVS software in
the UK and also, in March 2004 we
launched the first ever IBM Software
Business Partner Innovation Centre in
Europe where customers could view
examples of how IBM’s software
portfolio can be utilised.
The acquisition of Allasso has further
broadened our specialist distribution
offering into network security as well
as opening up new territories in
which to operate. InTechnology is
now Europe’s leading supplier of
firewall, intrusion detection,
authentication and network security
products from companies such as
Nokia, Check Point, Symantec,
NetScreen and Clearswift. 
On 31 July 2003 we acquired Allasso 
to extend our distribution capability into
security software and extend a bridgehead 
into several European territories.
6 7
Allasso’s operations in France,
Germany, Spain, Italy, the
Netherlands and latterly Switzerland
present a springboard for further
territorial growth as well as a
framework through which to
introduce storage as well as managed
services. Since the acquisition of
Allasso we have integrated the UK
operation into a single UK Specialist
Distribution business while retaining
the Allasso brand within the security
arena. The Allasso team will continue
to operate as a dedicated security
distributor, with no dilution of focus
and with additional Group
investment to support growth in
their sales and technical resource. 
The customer relationships that
InTechnology and Allasso have
developed over the years have
remarkably little overlap and present
an attractive opportunity for us to
offer our customers a one-stop shop
for some of IT’s more complex
network-centre products in storage,
security and software. 
Managed Services
The rate at which the Managed
Services division has been winning
new contracts increased quarter-on-
quarter. We have continued to focus
our efforts with considerable success
in the public sector, financial services
and professional services industries.
We now manage data and provide
offsite back-up or network services
for over 200 clients including a
number of central and local
government departments. We have
an NHS Code of Connection and
manage the back-up of clinical and
patient records. 
This year marks the first full year
when we have used our nationwide
network ring (‘LANnet’) which has
points of presence in 22 UK cities.
Using this as a multi-service
platform, our clients can now place
servers or storage devices in our data
centres as if they were an extension
of their own offices.
In the third quarter of the financial
year we launched our InPartnership
Programme through which we have
formalised many of our relationships
with consultants, integrators and
outsourcers that sell our services to
their clients. Sales of our managed
services through the channel have
proved to be extremely effective as
we enable our partners to capture
more of their clients’ recurring IT
spend without their needing to invest
in their own data centres and
network infrastructure or work with
a competing IT partner. 
The year ahead
In this next fiscal year we have a
number of initiatives which we will
be launching to introduce additional
products to the channel, expand the
range of products offered through
our continental European offices,
improve cross-selling to our
customers through more effective
sales co-ordination and increase the
utilisation of our professional
services and support teams across
the entire Group. 
I am confident that the year ahead
will be one of continued growth and
progress. 
Charles Cameron
Chief Executive Officer
14 June 2004
Chief Executive Officer’s report cont. Financial review
The table below compares this year’s results against prior year and provides a useful summary of the results by profit centre:
Turnover EBITA (i) Operating profit/(loss)
2004 2003 +/(-) 2004 2003 +/(-) 2004 2003 +/(-)
£m £m £m £m £m £m £m £m £m
UK Specialist Distribution (ii) 172.4 148.7 23.7 8.5 8.1 0.4 6.5 6.4 0.1
European Specialist 
Distribution (ii) 36.6 - 36.6 0.9 - 0.9 0.8 - 0.8
Total Specialist Distribution 209.0 148.7 60.3 9.4 8.1 1.3 7.3 6.4 0.9
Managed Services 14.5 8.2 6.3 (7.7) (9.1) 1.4 (10.0) (11.4) 1.4
1.7 (1.0) 2.7 (2.7) (5.0) 2.3
Costs of German subsidiary (iii) (0.1) (1.6) 1.5 (0.1) (1.6) 1.5
Group 223.5 156.9 66.6 1.6 (2.6) 4.2 (2.8) (6.6) 3.8
Notes:
(i) EBITA comprises earnings before interest, taxation and amortisation of goodwill.
(ii) Distribution includes the Allasso European security software distribution business acquired on 31 July 2003 from
Articon-Integralis AG and includes its trading for 8 months of the year.
(iii) An exceptional cost of £1.6m was incurred in 2003 in relation to the closure of the Group’s German subsidiary. In 2004,
a further provision of £0.1m was made to finalise property lease commitments. This is not shown as an exceptional cost.
8
UK Specialist
Distribution
Strong sales growth in storage
software to £30.8m (2003:
£19.2m) helped to offset a
decline in storage hardware
revenue, however, overall
turnover in storage products
fell by 2.8% to £144.5m (2003:
£148.7m).
The trading net assets and
goodwill of Allasso UK Limited
were hived up on 1 November
2003 to InTechnology plc
becoming part of an enlarged
UK Specialist Distribution
business.
Allasso UK trading was in line
with expectations and whilst
EBITA trading profits are
currently recorded separately,
the full rationalisation of
support and administrative
functions within an enlarged
UK Specialist Distribution
business means that the
revenues and operating profits
shown above are for the
enlarged division as all
operating costs become shared.
European Specialist
Distribution
As part of the acquisition of
Allasso, InTechnology acquired
five trading subsidiaries in
Europe: France, Spain, Italy,
Germany and the Netherlands
with a new subsidiary
subsequently being
incorporated in Switzerland
(‘Allasso Europe’). Total trading
results for the eight months to
31 March 2004 are shown
above. Allasso Europe traded in
line with expectations with
strong growth experienced in
Spain and Italy. We remain
committed to expanding these
subsidiaries further by the
introduction of certain
distribution products on a
country-by-country basis. 9
Managed Services
Turnover increased by 77% to £14.5m
(2003: £8.2m) with a resultant
increase in gross margin, but
operating costs increased partly from
a higher depreciation expense
(directly attributable to capital
expenditure caused by the
installation of new contracts won),
and from a full year impact of
LANnet costs (our high performance
UK wide network commissioned in
February 2003).
Goodwill
We have continued to evaluate the
carrying value of the Group’s
goodwill balances by comparing
them to their recoverable amounts,
represented by their value in use to
the Group. The value in use has been
derived from discounted cash flow
projections that cover the 4 years
from 1 April 2004. After this 4-year
period, the projections use a long-
term growth rate. Our confidence in
the long-term success of both
Specialist Distribution and Managed
Services divisions indicate that no
further impairment write down is
necessary this year.
Following the acquisition of the
Allasso companies from Articon-
Integralis AG on 31 July 2003,
goodwill arising in the Group
consolidated balance sheet increased
by £12.3m. Based on current trading
we estimate that an additional
€1,500,000 (£1,003,000 assuming an
exchange rate of £1 to €1.496) of
contingent consideration will become
payable by 31 July 2005. There is a
further maximum contingent
consideration of €2,270,000
(£1,517,000 assuming an exchange
rate of £1 to €1.496) dependent on
future sales to Articon-Integralis AG.
The acquisition is fully explained in
note 20 to the financial statements.
Goodwill has continued to be
amortised over a 20-year period,
including that arising from the
acquisition of Allasso and this
practice will continue during the
current financial year. However, the
adoption of International Financial
Reporting Standards (‘IFRS’) will
cause the goodwill amortisation
charge for the 2004/2005 financial
year to be reversed in the year
ending 31 March 2006 accounts, as
IFRS requires goodwill not to be
amortised but reviewed annually for
impairment.
Cash flow and
liquidity
The cash generative nature of our
business continues to be evidenced
by a net cash inflow from operating
activities of £3.5m (2003: £2.4m).
Cash at bank and in hand at the
year-end was £16.4m (2003: £18.2m).
However, the funding of the
acquisition of Allasso was by debt. A
secured term loan from Peter
Wilkinson, the Executive Chairman of
the Group, of £15m was negotiated
having a three-year term, a fixed rate
of interest of 8% and no premium
for early repayment. In addition a
secured €10m three-year term loan
was negotiated with IBM United
Kingdom Financial Services Limited.
Taxation
The tax charge of £0.9m (2003:
£0.4m) on the loss on ordinary
activities before taxation of £3.8m
(2003: £6.7m) largely arises because
goodwill amortisation is not a taxable
deduction. A full reconciliation of the
tax charge is provided in note 5 to
the financial statements.
Financial review cont. Financial instruments
The Group’s policy is that no trading
in financial instruments is
undertaken. The Group’s financial
instruments comprise borrowings,
cash and liquid resources and various
items that arise directly from its
operations. The main risks arising
from these are interest rate risk,
liquidity risk, and foreign currency
risk as the Group now trades in euro
and US dollars.
The €10m loan mentioned in ‘Cash
flow and liquidity’ above and
explained in note 15 to the financial
statements acts as a hedge against
the euro exposure arising from our
investment in Allasso Europe.
Current trading
The new financial year has
commenced well and is in line with
expectations. Much attention has
been given to improving the
operating efficiencies of the
Specialist Distribution businesses
throughout the Group. However, the
major challenge is to achieve a
Managed Services operating profit
before interest, tax and amortisation
of goodwill. We remain confident
that following the installation of
approximately £65m of Managed
Services contracts this will be
achieved on a quarterly basis. At 31
March 2004 contracts won were
£60m (2003: £40m). Thereafter the
elimination of trading losses in this
division together with continued
profitability in Specialist Distribution
will put InTechnology in a strong
position to grow profitability and
generate cash.
Andrew Kaberry
Finance Director
14 June 2004
The cash generative nature of our 
business continues to be evidenced
by a net cash inflow from operating 
activities of £3.5m (2003: £2.4m).
10 11
Products, services and case studies
Managed Services
InTechnology Managed Services offer
clients in the public and private
sector the opportunity to outsource
the management of their core IT
infrastructure to assure levels of
performance, security and business
continuity.
InTechnology has a clear lead in this
marketplace through VBAK, an
automated data backup and recovery
service which has been adopted by
organisations of all sizes. 
A multi-gigabit network, LANnet
(which runs through 22 UK cities),
allows us to offer to clients their own
secure Virtual Private Network
(‘VPN’), Voice over IP, low cost
internet access, and Managed
Firewalls.
Having invested in high-security Data
Centres, we also provide a set of
Hosting Services for a wide variety of
clients, to assure the safety of their
data under managed supervision at
all times.
Department of Trade and Industry
(DTI)
A commitment to excellence in
government
As part of their commitment to
excellence in the provision of IT
infrastructure services to the
Department of Trade and Industry
(DTI), Fujitsu Services selected VBAK
to assure the integrity and security of
large quantities of key government
data. VBAK’s automated data backup
and restore has been thoroughly
tested by independent security
experts and is now being used
successfully at all DTI sites in London
for daily departmental operations
and to ensure business continuity.
VBAK was selected as a top of the
range service and provides the fast,
efficient backup required to support
the DTI IS/IT infrastructure.
WS Atkins plc
The backup solution for a billion
pound business
With a turnover of £1.2 billion in
2003, internationally respected
planning, design and engineering
consultancy WS Atkins plc is
experiencing rapid growth in data
volumes, driven by business success.
To provide vital Disaster Recovery for
the company’s multiple activities and
business streams and to provide a
seamless service to approximately
8,000 staff in 120 offices around the
UK, Atkins is subscribing to the VBAK
service for automated data backup.
HP and InTechnology worked with
Atkins to design a commercial and
technical solution that meets its
technical, operational and business
requirements.
InTechnology in action
InTechnology’s solutions, products and services are designed to support our
clients’ vital IT infrastructure and manage their IT data to the highest standards
of performance and security.
Organisations are heavily reliant on the effectiveness of their IT infrastructure
for successful operations, while rapid increases in data volumes mean that
clients value expert help in the secure management and storage of that data. 
Growing regulations on standards of data protection and secure data
management have strengthened the market for InTechnology, with major
businesses and large government departments investing to assure their
compliance, improve efficiency and save on costs. 
A notable feature of InTechnology’s business model is that all products and
services are delivered through an established channel of resellers, consultants
and system integrators, who work with our technical and sales consultants to
find the solution that best matches each client’s individual requirements.
IDC estimates that companies spend each year nearly $174 billion on ongoing
operations and management of their existing IT infrastructure. 
The VBAK service is delivered via a Virtual
Service Gateway (‘VSG’), securely linking
customer site to InTechnology data centre Storage solutions
Representing the world's leading
hardware and software vendors,
InTechnology’s Storage Solutions
business is widely acknowledged as a
centre of excellence and expertise in
the area of data storage and data
management, delivering cumulative
sales of over €1.5 billion in data
storage solutions to the UK and
continental Europe.
InTechnology’s consultants help
reseller partners and their clients find
and implement storage solutions
which are right for requirements now
and will work effectively into the
future as well, providing maximum
return on clients’ investment. 
Software
InTechnology Enterprise Software
meets the rapid growth in demand
from reseller partners in meeting
their customers’ business needs. The
software team has the expertise, the
relationship with key vendors and the
broad experience to help partners
make the right choice of software for
each individual client and achieve
solid business benefits.
Software can solve many problems
confronting business managers today
and InTechnology consultancy’s help
is vital in identifying the precise
requirement and recommending the
correct solution.
Security
InTechnology's network security
division, Allasso, is Europe's leading
distributor of IT Security products,
operating in seven European
countries and delivering solutions to
clients through an established
network of reseller partners in each
country. 
Allasso provides strong technical,
sales and consultancy support to its
reseller partners in identifying the
appropriate solution for each client
from its strong portfolio of security
products. Other professional services
provided for clients include training
and post-sales technical support.
12
Proof of concept - the InTechnology Solutions Centre, London
  The Rt. Hon Lord Parkinson, 
President and 
Senior Non-Executive Director (72)
Lord Parkinson was appointed to
the Board in July 2000 as a 
non-Executive Director and is a
member of both the Audit and
Remuneration Committees of the
Group. Lord Parkinson is a Member 
of the House of Lords and was a
Member of Parliament from 1970 to
1992, during which time he held a
number of senior ministerial
positions including Secretary of State
for Trade and Industry, Energy and
Transport. He was Chairman of the
Conservative Party from 1981 to
1983 and again from 1997 to 1998.
A qualified chartered accountant,
Lord Parkinson was a Partner in
Westwake Price (City Chartered
Accountants) for 10 years and is
currently Chairman and Director of 
a number of companies including
Jarvis Group Limited, Huntswood plc
and the Le Carbone UK Group 
of Companies.
Charles Scott, 
Non-Executive Director (55)
Charles Scott joined the board in
April 2001 as a non-Executive
Director and is a member of both the
Audit and Remuneration Committees
of the Group. A chartered accountant
he is currently Chairman of William
Hill plc and a non-Executive Director
of a number of other companies.
Joe McNally, 
Non-Executive Director (61)
Joe McNally was appointed to 
the Board in December 2000 as a
non-Executive Director and is a
member of both the Audit and
Remuneration Committees of the
Group. He founded Compaq UK and
Ireland in 1984 and was latterly
appointed Chairman, before retiring
in August 2001. Previously he was
Chief Executive of FMC Harris plc.
Peter Wilkinson, 
Executive Chairman (50)
Peter Wilkinson founded STORM in
1983 and VData in 1998 and both
these businesses were sold to
InTechnology plc in 2000 (in which
he retains a 57% shareholding).
In 1995 he started Planet Online
Limited, the internet service
provider, which was subsequently
sold to Energis in 1998. He retained
Planetfootball.com which was
reversed into Sports Internet Group
plc in 1999 and subsequently sold to
BSkyB plc in 2000.
In 1998 Peter invented the free ISP
model Freeserve, the internet access
service which was launched by the
Dixons Group plc. 
In 2002 he formed Digital
Interactive Television Group Limited
(‘DITG’) where he retains a 40%
shareholding.
He retains a 23% stake in The New
Gadget Shop Limited and an 18%
stake in Mobile Tornado Limited.
Management team
Non-Executive Directors Executive Directors
13 Charles Cameron, 
Chief Executive Officer (42)
Charles Cameron joined the Board in
2002. Before this he was an Executive
Director of Goldman Sachs and an
adviser to a number of European
technology companies. His career
spans many years in investment
banking, working in New York and
Tokyo with Morgan Stanley and in
London with Kleinwort Benson
assisting companies with their growth
through mergers, acquisitions and the
use of the capital markets.
Andrew Kaberry, 
Finance Director (57)
Andrew Kaberry was Finance Director
of both STORM and VData and has
worked with Peter Wilkinson since
1984. He has significant experience
of the computer industry and was
Finance Director of Planet Online
Limited. Andrew qualified as a
chartered accountant with KPMG 
in 1972.
Steve Pearce, 
Chief Operating Officer and Business
Development Director (45)
Steve Pearce was Divisional Sales
Director for VData and was
previously Divisional Sales Director
for Planet Online Limited and STORM.
He has previous experience with a
number of companies in the
technology sector including Digital
Equipment Corporation Limited, Data
General UK Limited and Radius
Software Limited.
Bryn Sage, 
Sales Director (38)
Bryn Sage has spent his career in the
data storage arena beginning as an
Apprentice Engineer in Systime
Computers in 1981. In 1986 he joined
STORM as an Engineer and
progressed through the company 
to the position of Sales Director 
in 1994.
Richard James, 
Company Secretary (43)
Richard James qualified as a solicitor
with Allen & Overy in 1986 and was
a Partner at Pinsent Curtis in 1991,
before moving to Hammonds as a
Partner in 1996. After advising Peter
Wilkinson on the acquisition of
Planetfootball.com by Sports Internet
Group plc, Richard was appointed as
Managing Director of
Planetfootball.com and Company
Secretary of Sports Internet Group
plc. Richard was appointed to the
Board of InTechnology in September
2000 as a Director and Company
Secretary.
John Swingewood, 
Chief Technical Officer (49)
John Swingewood joined the Board
in May 2001 as a Director and Chief
Technical Officer. He was previously
Director of New Media at BskyB plc
and has also held positions at BT plc
as Director of Internet and
Multimedia and General Manager of
Broadcast TV Business.
14 15
Directors’ report
The Directors present their
annual report and audited
financial statements of the
Company and the Group for the
year ended 31 March 2004.
Principal activities
InTechnology is a specialist advanced
data technology company, at the
forefront of a major new
development in the IT marketplace.
The Group provides services and
products via channel partners for
data storage and deployment, data
management and protection and
security through its wide-area private
network infrastructure.
Review of the business
and future
developments
Details of the past year’s performance
and the outlook for the current
financial year are provided in the
Executive Chairman’s statement, the
Chief Executive Officer’s report and
Financial review on pages 3 to 10.
Results and dividends
The Directors are unable to
recommend the payment of a
dividend in respect of the year ended
31 March 2004 (2003: £nil). The
Company currently intends to
reinvest future earnings to finance
the growth of the business.
The loss sustained for the financial
year of £4,703,000 (2003: £7,042,000)
will be deducted from reserves
Charitable and
political donations
The contributions made by the Group
during the year for charitable
purposes totalled £6,000 (2003:
£16,000). The Group made no
political contributions (2003: £nil).
Directors
The Directors of the Company during
the year ended 31 March 2004 are
shown on pages 13 and 14.
Re-election of
Directors
In accordance with the Articles of
Association of the Company, one-
third of the Directors will retire by
rotation. Accordingly, The Rt. Hon.
Lord Parkinson, Joe McNally and
Charles Scott will retire by rotation
and, being eligible, offer themselves
for re-election at the forthcoming
AGM.
All Directors must be re-elected at
intervals of not more than three
years in accordance with the
provisions of the Combined Code of
Corporate Governance.
Directors’
remuneration and
interests
The Remuneration report is set out
on pages 19 to 21. It includes details
of Directors’ remuneration, interests
in the shares of the Company, share
options and pension arrangements.
The Company’s Register of Directors’
Interests, which is open to inspection
at the Company’s registered office,
contains full details of Directors’
shareholdings and options to
subscribe for shares.
The Board’s Corporate Governance
report, including the Directors’
statement on responsibilities for the
preparation of financial statements,
is set out on pages 17 and 18.
Details of related party transactions
involving Directors of the Company
are given in note 27 to the financial
statements.
Substantial
shareholdings
At 14 June 2004, the Company had
received notification that the
following are interested in more than
3 per cent of the issued ordinary
share capital of the Company:
Percentage of
shares held
Peter Wilkinson 56.64%
Artemis Investment 
Management Limited 8.25%
Jon Wood 7.61%
Andrew Kaberry 7.14%
Canada Life 4.16%
Steve Pearce 3.57%
Going concern
Under company law, the Directors are
required to consider whether it is
appropriate to prepare financial
statements on the basis that the
Company and Group are going
concerns. As part of its normal
business practice, budgets, cash flow
forecasts and longer term financial
projections are prepared and in
reviewing this information, the
Directors are satisfied that the
Company and the Group have
adequate resources to enable them
to continue in business for the
foreseeable future. The Directors have
therefore adopted the going concern
basis in the preparation of the
financial statements.
Employees
The Group places considerable value
on the involvement of its employees
and has continued its practice of
keeping them informed of matters
affecting them as employees and the
various factors affecting the
performance of the Group. 16
The Directors recognise that
continued and sustained
improvement in the performance of
the Group depends on its ability to
attract, motivate and retain
employees of the highest calibre.
Furthermore, the Directors believe
that the Group’s ability to sustain a
competitive advantage over the long
term depends in a large part on
ensuring that all employees
contribute to the maximum of their
potential. The Group is committed to
improving the performance of all
employees through development and
training.
The Group is an equal opportunity
employer. The Group’s policies seek to
promote an environment free from
discrimination, harassment and
victimisation and to ensure that no
employee or applicant is treated less
favourably on the grounds of gender,
marital status, age, race, colour,
nationality or national origin,
disability or sexual orientation or is
disadvantaged by conditions or
requirements, which cannot
objectively be justified. Entry into,
and progression within the Group, is
solely determined on the basis of
work criteria and individual merit.
The Group continues to give full and
fair consideration to applications for
employment made by disabled
persons, having regard to their
respective aptitudes and abilities. The
policy includes, where practicable,
the continued employment of those
who may become disabled during
their employment and the provision
of training and career development
and promotion, where appropriate.
Share schemes
Share ownership is at the heart of
the Group’s remuneration philosophy
and the Directors believe that the key
to the Group’s future success lies in a
motivated workforce holding a stake
in the Company. The schemes are
described in the Board’s
Remuneration report and details of
the options granted under the
schemes are set out in note 18 to the
financial statements. All permanent
employees are eligible to join the
schemes.
Research and
development
The Group continues to undertake
research and development of new
products with the objective of
increasing future profitability. The
cost to the Group is charged to the
profit and loss account as incurred.
Policy and practice on
payment of creditors
It is the Group’s policy to agree terms
and conditions for its business
transactions with its suppliers. The
Group seeks to abide by the payment
terms agreed with suppliers
whenever it is satisfied that the
supplier has provided the goods or
services in accordance with the
agreed terms and conditions.
In the year ended 31 March 2004
average creditor days for the Group
and Company were 38 days (2003: 41
days) and 37 days (2003: 41 days
respectively.
Environment
The Group recognises the importance
of environmental responsibility. The
nature of its activities has a minimal
effect on the environment but where
they do, the Group acts responsibly
and is aware of its obligations at all
times.
Annual General
Meeting
The next AGM of the Company will
be held on 10 August 2004. Details of
the business to be proposed at the
AGM are contained within the Notice
of Meeting, which is set out on pages
50 and 51.
Independent auditors
PricewaterhouseCoopers LLP have
indicated their willingness to
continue in office and a resolution
proposing that they be reappointed
as independent auditors and
authorising the Directors to fix their
remuneration will be proposed at the
Annual General Meeting.
By order of the Board
Richard James
Company Secretary
14 June 2004 Corporate governance
17
InTechnology plc is an AIM listed
company and is not therefore
required to comply with the
Principles of Good Governance and
Code of Best Practice (‘the Combined
Code’) published by the London Stock
Exchange in June 1998. The following
disclosures are made voluntarily.
Principles of
Corporate Governance
The Board recognises the value of
good corporate governance as a
positive contribution to the well
being of the business and believes in
applying these principles (including
those set out in Section 1 of the
Combined Code) in a sensible and
pragmatic manner. 
Peter Wilkinson, as majority
shareholder in the Company, has
signed an agreement stating that he
will not seek to influence the Board
by reason of his shareholding.
Board of Directors
The Board of Directors consists of ten
members, including a non-Executive
President and two other non-
Executive Directors.
The roles of President, Executive
Chairman and Chief Executive Officer
are separated and clearly defined. The
activities of the Group are controlled
by the Board, which meets
throughout the year. There is a
formal schedule of matters
specifically reserved for the full
Board’s decision, together with a
policy enabling Directors to take
independent advice in the
furtherance of their duties at the
Group’s expense. The Board
programme is designed so that
Directors have regular opportunity to
consider the Group’s strategy,
policies, budgets, progress reports
and financial position and to arrive
at a balanced assessment of the
Group’s position and prospects.
The Board is assisted by the Company
Secretary, who provides a point of
reference and regular support for all
Directors and senior managers. He
has responsibility for ensuring that
Board procedures are followed, for
establishing the Group’s corporate
governance policies and for assisting
the Board in facilitating compliance
by the Company with its legal
obligations.
The Board has appointed two
standing committees, which are as
follows:
The Audit Committee
Comprises the two non-Executive
Directors and the non-Executive
President and is chaired by Lord
Parkinson. Its duties include a
comprehensive review of the annual
and interim financial statements
before they are presented to the
Board for approval. The Audit
Committee meets at least twice a
year to review the findings of the
external auditors, key accounting
policies and judgements. It has
unrestricted access to the Company’s
auditors.
The Remuneration Committee
Comprises the two non-Executive
Directors and the non-Executive
President and is chaired by Joe
McNally. It meets at least once a year
and is responsible for making
recommendations to the Board on
remuneration policy for Executive
Directors and for setting salaries,
incentive payments and share
options granted.
Relations with
shareholders
The Company seeks to ensure that all
shareholders are kept informed about
the Company and its activities. A
comprehensive annual report and
accounts and an interim report are
sent to shareholders and there is
frequent dialogue with institutional
investors, including presentations
following the preliminary and interim
announcements.
The Annual General Meeting is a
forum for shareholders’ participation
with the opportunity to meet and
question Board members including
the non-Executive President and the
Chairmen of the Board committees.
Internal control
The Board of Directors acknowledges
its overall responsibility for the
Company’s systems of internal
control and for monitoring their
effectiveness. The Board has control
over strategic, financial and
compliance issues and has
introduced a structure of
responsibility with appropriate levels
of authority. The Board as a whole
has continued to annually review the
effectiveness of the Company’s
systems of internal control.
The Company’s Directors and varying
levels of management have clear
responsibilities in ensuring that the
control environment operates
efficiently. Clear lines of responsibility
are developed through the
Company’s organisation structure.
Ethical policies are communicated
through all forms of personnel
training and via appropriate
procedures, in establishing a code of
ethics.
For the year ended 31 March 2004:
  Although no system of internal
control can provide absolute
assurance against material
misstatement or loss, the Company’s
systems are designed to provide
reasonable assurance that problems
are identified on a timely basis and
are dealt with appropriately. The
principal features of the Company’s
internal financial control structures
can be summarised as follows:
a. Preparation of budgets and
forecasts approved by the Board.
b. Monthly management accounts,
showing comparisons of actual
results against budget and prior
year results, are reviewed by the
Board. Variances from budget are
thoroughly investigated and are
discussed at monthly Board
meetings. Where lapses in internal
control are detected, these are
rectified.
c. The Company’s cash flow is also
monitored monthly compared to
forecast.
d. The Board authorises capital
expenditure where this is
significant.
The Board has continued to enhance
its risk control programme, in
particular, those elements which
relate to ensuring that risk reviews
are formally embedded in control
systems rather than being the subject
of formal annual reviews.
Statement of
Directors’
responsibilities
Company law requires the Directors
to prepare financial statements for
each financial year that give a true
and fair view of the state of affairs
of the Company and the Group as at
the end of the financial year and of
the profit or loss of the Group for
that year.
The Directors confirm that suitable
accounting policies have been used
and applied consistently as explained
on pages 28 and 29 under the
heading ‘Accounting policies’ . They
also confirm that reasonable and
prudent judgements and estimates
have been made in preparing the
financial statements for the year
ended 31 March 2004, that applicable
accounting policies have been
followed and that the financial
statements have been prepared on
the going concern basis.
The Directors are responsible for
keeping proper accounting records
that disclose with reasonable
accuracy at any time the financial
position of the Company and the
Group and to enable them to ensure
that the financial statements comply
with the Companies Act 1985. They
are also responsible for safeguarding
the assets of the Company and the
Group and hence for taking
reasonable steps for the prevention
and detection of fraud and other
irregularities.
The maintenance and integrity of the
InTechnology website is the
responsibility of the Directors; the
work carried out by the auditors does
not involve consideration of these
matters and, accordingly, the auditors
accept no responsibility for any
changes that may have occurred to
the financial statements since they
were initially presented on the
website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.
By order of the Board
Richard James
Company Secretary 
14 June 2004
18 As an AIM listed company
InTechnology plc is not required to
comply with Schedule 7A of the
Companies Act 1985. The following
disclosures are made voluntarily.
The Remuneration Committee
comprises the non-Executive
Directors:
Joe McNally (Chairman)
The Rt. Hon. Lord Parkinson
Charles Scott
Directors’
remuneration
Remuneration of non-Executive
Directors
The remuneration of the non-
Executive Directors is determined by
the Board, with the assistance of
independent advice concerning
comparable organisations and
appointments. The non-Executive
Directors do not take part in
discussions on their remuneration.
Neither the non-Executive President
nor the other non-Executive
Directors received any pension or
other benefits from the Group, nor
did they participate in any of the
bonus schemes.
The non-Executive President and
Directors have interests in share
options as disclosed on page 21.
Remuneration of 
Executive Directors
The main aim of the Company’s
Executive pay policy is to secure the
skills and experience needed to meet
its strategic business objectives.
Furthermore, the Company aims to
align the interests of all employees as
closely as possible with the interests
of shareholders through share-based
incentives.
The Company’s Remuneration
Committee decides the remuneration
policy that applies to Executive
Directors. In setting the policy it
considers a number of factors
including:
(a) The basic salaries and benefits
available to Executive Directors of
comparable companies.
(b) The need to attract and retain
Directors of an appropriate
calibre.
(c) The need to ensure Executive
Directors’ commitment to the
continued success of the Group
by means of incentive schemes.
The Company’s remuneration policy
is to:
(a) Have regard to the Directors’
experience and the nature and
complexity of their work in order
to pay a competitive salary that
attracts and retains management
of the highest quality.
(b) Link individual remuneration
packages to the Group’s long term
performance through the award
of share options and incentive
schemes.
(c) Provide post retirement benefits
through defined contribution
pension schemes.
(d) Provide employment-related
benefits including the provision of
a company car (or car allowance)
fuel, medical and life insurance
and insurance relating to the
Directors’ duties.
Salaries
The Remuneration Committee meets
at least once a year in order to
consider and set the annual salaries
for Executive Directors, having regard
to the needs of the Company,
individual responsibilities, personal
performance and independently
compiled salary survey information.
Pensions
The Executive Directors are members
of defined contribution pension
schemes, the assets of which are held
independently of the Company. The
amounts contributed by the
Company (based on salaries
excluding bonuses) for the year
ended 31 March 2004 were £57,000
(2003: £51,000). The Company does
not provide any other post-
retirement benefits to the Directors.
Contracts of service
The Executive Directors have
contracts of service that can be
terminated by the Company with the
following notice periods:
Peter Wilkinson 12 months
Charles Cameron 12 months
Andrew Kaberry 6 months
Richard James 12 months
Steve Pearce 6 months
Bryn Sage 6 months
John Swingewood 12 months
With the exception of the contracts
with Charles Cameron, Richard James
and John Swingewood, if the
Company terminates the contract by
notice but other than on giving full
notice, the contracts of service
provide for the payment of a fixed
amount equal to the salary and other
contractual benefits for the
unexpired portion of the
appointment or entitlement to
notice, as the case may be.
Non-Executive
Directorships
The Remuneration Committee
believes that the Group can benefit
from Executive Directors accepting
appointments as non-Executive
directors of other companies. The
Director concerned may retain any
fees related to such employment.
19
Remuneration report 20
Directors’ emoluments
The remuneration of the Directors of the Company was as follows:
2004 2003
Salary Bonus Benefits Pension Total Total
in kind contributions
£’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Peter Wilkinson 212 - 38 2 252 247
John Swingewood 162 50 1 8 221 216
Charles Cameron 187 - 2 25 214 194
Bryn Sage 100 80 16 5 201 183
Andrew Kaberry 150 - 28 12 190 192
Richard James 142 20 4 - 166 166
Steve Pearce 110 20 22 5 157 135
1,063 170 111 57 1,401 1,333
Fees Bonus Benefits Pension Total Total
in kind contributions
£’000 £’000 £’000 £’000 £’000 £’000
Non-Executive Directors
The Rt. Hon. Lord Parkinson 49 - - - 49 45
Joe McNally 25 - - - 25 20
Charles Scott 25 - - - 25 20
99 - - - 99 85
1,162 170 111 57 1,500 1,418
Benefits in kind include the provision of a company car, fuel, medical, life insurance and insurance relating to the
Directors’ duties.
Directors’ interests
Interests in shares
The interests of the Directors as at 31 March in the shares of the Company were:
2004 2003
Number Percentage Number Percentage
of shares of shares
held held
Peter Wilkinson 78,403,998 56.6% 78,403,998 56.8%
Andrew Kaberry 9,879,562 7.1% 9,879,562 7.2%
Steve Pearce 4,939,781 3.6% 4,939,781 3.6%
John Swingewood 1,000,000 0.7% 1,000,000 0.7%
94,223,341 68.0% 94,223,341 68.3%
  Charles Cameron has an option over 7,940,400 shares held by Peter Wilkinson at 63.5 pence per share.  This option has an
earliest exercise date of 1 July 2005 and an expiry date of 1 June 2012.
Apart from the interests disclosed above and the interests in share options disclosed below, none of the other Directors of
the Company at 31 March 2004 were interested at any time in the year in the share capital of the Company or other
Group companies.
There have been no other changes in Directors’ shareholdings since 31 March 2004.
Interests in share options
The following share schemes were in place at the year end:
Rolled over HOLF granted 23/12/99 at 43.3 pence per share
Rolled over VData granted 7/01/00 at 1.8 pence per share
Options granted directly by InTechnology plc at varying dates and prices.
Further details are provided in note 18.
Set out below are details of share options that have been granted to Executive and non-Executive Directors:
Executive Directors No. of No. of Exercise Earliest Expiry
share share price exercise date
options options (p) date
2004 2003
Richard James 400,000 400,000 150.0 01/09/03 01/04/11
Richard James 400,000 400,000 52.0 04/07/05 04/07/12
Andrew Kaberry 1,596,399 1,596,399 43.3 23/12/02 23/12/09
Bryn Sage 798,200 798,200 43.3 23/12/02 23/12/09
Bryn Sage 443,769 443,769 1.8 07/01/03 07/01/10
John Swingewood 500,000 500,000 279.0 01/05/04 01/05/11
John Swingewood 500,000 500,000 65.0 11/06/05 11/06/12
Charles Cameron 750,000 750,000 52.0 04/07/05 04/07/12
Non-Executive Directors
Lord Parkinson 221,885 221,885 1.8 07/01/03 07/01/10
Lord Parkinson 203,178 203,178 43.3 23/12/02 23/12/09
Joe McNally 50,000 50,000 337.5 01/11/03 01/11/10
Charles Scott 50,000 50,000 327.5 02/01/04 02/01/11
No share options have been granted or exercised nor have lapsed in the year.
No Directors have been granted or exercised share options since 31 March 2004.
The market price of the Company’s shares at 31 March 2004 was 82.0p (2003: 46.8p) and the range during the year then
ended was 38.0p to 101.5p.
Joe McNally
Non-Executive Director
14 June 2004
21
Remuneration report cont. Independent auditors’ report to the
members of InTechnology plc
We have audited the financial
statements which comprise the
consolidated profit and loss account,
consolidated statement of total
recognised gains and losses,
reconciliation of movements in
Group shareholders’ funds, balance
sheets, consolidated cash flow
statement, the statement of
accounting policies and the related
notes.
Respective
responsibilities of
Directors and auditors
The Directors’ responsibilities for
preparing the annual report and the
financial statements in accordance
with applicable United Kingdom law
and accounting standards are set out
in the statement of Directors’
responsibilities.
Our responsibility is to audit the
financial statements in accordance
with the relevant legal and regulatory
requirements and United Kingdom
Auditing Standards issued by the
Auditing Practices Board. This report,
including the opinion, has been
prepared for and only for the
Company’s members as a body in
accordance with Section 235 of the
Companies Act 1985 and for no
other purpose. We do not, in giving
this opinion, accept or assume
responsibility for any other purpose
or to any other person to whom this
report is shown or into whose hands
it may come save where expressly
agreed by our prior consent in
writing.
We report to you our opinion as to
whether the financial statements
give a true and fair view and are
properly prepared in accordance with
the United Kingdom Companies Act
1985. We also report to you if, in our
opinion, the Directors’ report is not
consistent with the financial
statements, if the company has not
kept proper accounting records, if we
have not received all the information
and explanations we require for our
audit, or if information specified by
law regarding Directors’
remuneration and transactions is not
disclosed.
We read the other information
contained in the Annual Report and
consider the implications for our
report if we become aware of any
apparent misstatements or material
inconsistencies with the financial
statements. The other information
comprises only the Non-Executive
President’s introduction, Executive
Chairman’s statement, Chief
Executive Officer’s report, the
Financial review, the Products,
Services and Case Studies review, the
Directors’ Report, the Corporate
Governance report and the
Remuneration report.
Basis of audit opinion
We conducted our audit in
accordance with Auditing Standards
issued by the Auditing Practices
Board. An audit includes
examination, on a test basis, of
evidence relevant to the amounts
and disclosures in the financial
statements. It also includes an
assessment of the significant
estimates and judgements made by
the Directors in the preparation of
the financial statements, and of
whether the accounting policies are
appropriate to the company’s
circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit
so as to obtain all the information
and explanations which we
considered necessary in order to
provide us with sufficient evidence to
give reasonable assurance that the
financial statements are free from
material misstatement, whether
caused by fraud or other irregularity
or error. In forming our opinion we
also evaluated the overall adequacy
of the presentation of information in
the financial statements.
Opinion
In our opinion the financial
statements give a true and fair view
of the state of affairs of the
Company and the Group as at 31
March 2004 and of the loss and cash
flows of the Group for the year then
ended and have been properly
prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and
Registered Auditors
Leeds
14 June 2004
22
For the year ended 31 March 2004:
  Consolidated profit & loss account
For the year ended 31 March 2004
2004 2003
Note £’000 £’000
Turnover
Continuing operations 159,069 156,899
Acquisition 2 64,440 -
1 223,509 156,899
Cost of sales 2 (182,706) (133,642)
Gross profit 2 40,803 23,257
Net operating expenses before depreciation,
amortisation of goodwill and exceptional items (33,524) (19,314)
Depreciation (5,640) (4,885)
Amortisation of goodwill (4,403) (3,980)
Exceptional costs of German subsidiary - (1,645)
Net operating expenses 2 (43,567) (29,824)
Group operating (loss)/profit
Continuing operations (4,012) (6,567)
Acquisition 2 1,248 -
Group operating loss 1 (2,764) (6,567)
Net interest payable 3 (1,050) (108)
Loss on ordinary activities before taxation 4 (3,814) (6,675)
Tax on loss on ordinary activities 5 (889) (367)
Loss sustained for the financial year 19 (4,703) (7,042)
EBITDA 7,279 3,943
Loss per share (pence) 7
Basic and diluted (3.40) (5.10)
Adjusted loss per share (pence) 7
Basic and diluted (0.22) (1.03)
EBITDA comprises earnings before interest, taxation, depreciation, amortisation of goodwill and exceptional items.
There is no difference between the loss on ordinary activities before taxation and the loss sustained for the financial year
and their historical cost equivalents.
23 Consolidated statement of total
recognised gains and losses
For the year ended 31 March 2004
2004 2003
Note £’000 £’000
Loss sustained for the financial year (4,703) (7,042)
Exchange loss on translation of overseas subsidiaries 19 (301) -
Exchange gain on translation of hedging loan 19 301 -
Total recognised losses since last annual report (4,703) (7,042)
24 Reconciliation of movements in group
shareholders’ funds
For the year ended 31 March 2004
2004 2003
Note £’000 £’000
Loss sustained for the financial year (4,703) (7,042)
Proceeds of ordinary share capital issued 3 -
Premium on ordinary share capital issued 29 -
Exchange loss on translation of overseas subsidiaries (301) -
Exchange gain on translation of hedging loan 301 -
Net change in shareholders’ funds (4,671) (7,042)
Opening shareholders’ funds 19 97,447 104,489
Closing shareholders’ funds 19 92,776 97,447
25 Balance sheets
As at 31 March 2004
Group Company
2004 2003 2004 2003
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 8 76,910 68,964 73,085 69,244
Tangible assets 9 13,443 12,179 12,848 12,179
Investment in subsidiary undertakings 10 - - 18,354 7,049
90,353 81,143 104,287 88,472
Current assets
Stocks 11 10,811 9,225 10,383 9,225
Debtors
- due after more than one year 12 - - 1,455 1,455
- due within one year 12 83,273 35,542 65,101 35,542
83,273 35,542 66,556 36,997
Cash at bank and in hand 16,379 18,155 14,962 18,155
110,463 62,922 91,901 64,377
Creditors - amounts falling due within one year 13 (89,650) (45,109) (76,526) (45,109)
Net current assets 20,813 17,813 15,375 19,268
Total assets less current liabilities 111,166 98,956 119,662 107,740
Creditors - amounts falling due after 
more than one year 14 (18,246) (1,300) (26,729) (9,810)
Provisions for liabilities and charges 17 (144) (209) (144) (209)
Net assets 92,776 97,447 92,789 97,721
Capital and reserves
Called up share capital - equity 18 & 19 1,384 1,381 1,384 1,381
- non-equity 18 & 19 480 480 480 480
Share premium account 19 188,420 188,391 188,420 188,391
Profit and loss account 19 (97,508) (92,805) (97,495) (92,531)
Shareholders’ funds
(including non-equity interests) 19 92,776 97,447 92,789 97,721
Shareholders’ funds comprise:
Equity interests 90,536 95,207 90,549 95,481
Non-equity interests 2,240 2,240 2,240 2,240
92,776 97,447 92,789 97,721
The financial statements on pages 23 to 49 were approved by the Board of Directors on 14 June 2004 and were signed on
its behalf by:
Andrew Kaberry
Finance Director
26 Consolidated cash flow statement
For the year ended 31 March 2004
2004 2003
Note £’000 £’000
Net cash inflow from operating activities 21 3,485 2,356
Returns on investments and servicing of finance
Interest received 324 451
Interest element of finance lease payments (220) (105)
Interest paid (1,104) (454)
Debt issue costs (300) -
Net cash outflow from returns on investments and servicing of finance (1,300) (108)
Taxation paid (1,305) (676)
Capital expenditure and financial investment
Purchase of tangible fixed assets (4,010) (3,911)
Sale of tangible fixed assets 349 187
Net cash outflow from capital expenditure and financial investment (3,661) (3,724)
Acquisitions
Purchase of subsidiary undertakings (including costs) 20 (18,578) -
Net cash at bank acquired with purchase of subsidiary undertakings 20 2,731 -
Net cash outflow for acquisitions (15,847) -
Net cash outflow before financing (18,628) (2,152)
Management of liquid resources
Decrease in short term deposits with financial institutions - 10,000
Financing
Issue of ordinary share capital 32 -
Net increase/(decrease) in borrowings 18,090 (2,199)
Capital element of finance lease payments (1,173) (813)
Net cash inflow/(outflow) from financing 16,949 (3,012)
(Decrease)/increase in cash in the year 22 & 23 (1,679) 4,836
27 Accounting policies
28
The financial statements have been
prepared in accordance with the
Companies Act 1985 and applicable
Accounting Standards in the United
Kingdom. A summary of the main
accounting policies which have been
applied consistently, is set out below.
Basis of accounting
The financial statements have been
prepared in accordance with the
historical cost convention.
Basis of consolidation
The consolidated profit and loss
account and balance sheet include
the financial statements of the
company and its subsidiary
undertakings up to 31 March. The
results of subsidiaries acquired are
included in the consolidated profit
and loss account from the date on
which control passes. Intra-group
sales and profits are eliminated fully
on consolidation.
On acquisition of a subsidiary, its
assets and liabilities that exist at the
date of acquisition are recorded at
their fair values. All gains and losses
that arise after the group has gained
control of the subsidiary are included
in the post acquisition profit and loss
account.
Goodwill
Goodwill arising on consolidation
represents the excess of the fair
value of the consideration paid over
the fair value of the identifiable net
assets acquired and is amortised
through the profit and loss account
over its useful economic life. The
Directors have assessed the
estimated useful economic life of
goodwill at 20 years from date of
acquisition based on the strengths of
the underlying businesses and
projected future market growth. The
Directors review the level of goodwill
for impairment at the end of the first
full financial year following
acquisition and in other periods if
events or changes in circumstances
indicate that the carrying value may
not be recoverable.
Tangible fixed assets
The cost of tangible fixed assets is
their purchase cost, together with
any incidental expenses of
acquisition.
Depreciation is calculated so as to
write-off the cost of tangible fixed
assets less their estimated residual
values, on a straight line basis over
the expected useful economic lives of
the assets concerned. The principal
annual rates used for this purpose
are:
Freehold buildings 2%
Leasehold improvements 20%
Office fixtures & fittings 10% to 50%
Vehicles & computer
equipment 20% to 50%
Freehold land is not depreciated.
The Directors review tangible fixed
assets for impairment if events or
changes in circumstances indicate
that the carrying value may not be
recoverable.
Stocks
Stocks are stated at the lower of cost
and net realisable value. Provisions
are made for obsolete, slow-moving
and defective items where
appropriate.
Revenue recognition
Revenue is recognised when
persuasive evidence of a sales
arrangement exists and the right to
consideration has been earned in
exchange for performance (typically
when delivery has occurred or a
services has been rendered). The
following policies apply to the major
categories of revenue transaction:
Products
Revenue on the outright sale of
equipment and software is
recognised when the product is
delivered to the customer and when
there are no unfulfilled obligations
that affect the customer’s final
acceptance of the arrangement.
Services
Service revenues, including customer
support and maintenance updates,
are recognised over the period to
which the service relates. The terms
of service contracts are typically one
year. Unrecognised service revenue
and cost of sales are included as
deferred income (within creditors due
in less than one year) and deferred
cost of sales (within debtors)
respectively in the balance sheet. Accounting policies cont..
29
Foreign currencies
Transactions in foreign currencies are
recorded at the rate of exchange
ruling at the date of the transaction.
Monetary assets and liabilities
denominated in foreign currencies
are translated to sterling at the
exchange rates ruling at the balance
sheet date.
The results of overseas subsidiary
undertakings are translated at the
average exchange rate for the year.
The assets and liabilities of such
undertakings are translated at year
end exchange rates. Any resulting
exchange differences are taken to
reserves and are reported in the
statement of total recognised gains
and losses. Exchange differences
arising on borrowings in foreign
currency financing overseas
investments are also dealt with
through reserves, to the extent they
offset exchange adjustments in the
investment.
All other exchange differences are
taken to the profit and loss account.
Lease agreements
Finance lease arrangements, which
transfer to the Group substantially all
the benefits and risks of ownership
of an asset, are treated as if the asset
had been purchased outright. The
assets are included in fixed assets
and the capital element of the
finance leases is shown as
obligations under finance leases. The
finance lease rentals are treated as
consisting of capital and interest
elements. The capital element is
applied to reduce the outstanding
obligations and the interest element
is charged to the profit and loss
account in proportion to the
reducing capital element
outstanding. Assets held under
finance leases are depreciated over
the shorter of the lease term and the
useful lives of equivalent owned
assets.
Costs in respect of operating leases
are charged to the profit and loss
account on a straight line basis over
the term of the lease.
Deferred taxation
Full provision is made for deferred
taxation resulting from timing
differences between profits
computed for taxation purposes and
profits stated in the financial
statements to the extent that there is
an obligation to pay more tax in the
future as a result of the reversal of
those timing differences.
Deferred tax assets are recognised to
the extent that they are considered
more likely than not to be
recoverable in the foreseeable future.
Deferred tax assets and liabilities are
not discounted.
Research and development
Research and development
expenditure is written off to the
profit and loss account as incurred.
Pension costs
The Company operates a defined
contribution pension scheme for
employees and directors. The assets
of the scheme are held separately
from those of the Company. The
annual contributions payable are
charged to the profit and loss
account. The Company provides no
other post-retirement benefits to its
employees and directors.
Share schemes
The Group grants share options to
employees and directors on a
discretionary basis. The scheme is
‘unapproved’ and all employees have
agreed in writing to accept liability
for any National Insurance
contributions that become due on
exercise of options.
Debt issue costs
Debt issue costs are capitalised and
offset against the loans to which
they relate. The costs are amortised
over the term of the loan. Notes to the financial statements
For the year ended 31 March 2004
1. Segmental information
Turnover by Turnover by Operating (loss)/
destination source profit by source
2004 2003 2004 2003 2004 2003
£’000 £’000 £’000 £’000 £’000 £’000
Geographical analysis
United Kingdom 185,734 155,089 186,935 156,888 (3,521) (4,922)
Continental Europe 37,174 1,313 36,574 11 757 (1,645)
North America 293 497 - - - -
Africa 176 - - - - -
Rest of the World 132 - - - - -
Total 223,509 156,899 223,509 156,899 (2,764) (6,567)
Turnover Operating profit/(loss)
Before goodwill After goodwill
amortisation and amortisation and
exceptional items exceptional items
2004 2003 2004 2003 2004 2003
£’000 £’000 £’000 £’000 £’000 £’000
Business analysis
Specialist Distribution 209,015 148,681 9,397 8,148 7,281 6,449
Managed Services 14,494 8,218 (7,758) (9,090) (10,045) (13,016)
Total 223,509 156,899 1,639 (942) (2,764) (6,567)
Including goodwill Excluding goodwill
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Net assets
Geographical analysis
United Kingdom 80,550 97,447 8,505 28,483
Continental Europe 12,226 - 7,361 -
Group Total 92,776 97,447 15,866 28,483
Business analysis
Specialist Distribution 39,232 33,800 (443) 4,358
Managed Services 37,165 45,492 (70) 5,970
76,397 79,292 (513) 10,328
Cash 16,379 18,155 16,379 18,155
Group Total 92,776 97,447 15,866 28,483
The segmental analysis above excludes net interest payable of £1,050,000 (2003: £108,000) which is not analysed by
business segment.
30 Notes to the financial statements cont..
1. Segmental information continued
The acquisition of the Allasso group of companies contributed the following to the Specialist Distribution division in the
8 month period following completion of the acquisition on 31 July 2003:
Turnover Operating profit
by destination Before goodwill After goodwill
and source amortisation and amortisation and
exceptional items exceptional items
2004 2003 2004 2003 2004 2003
£’000 £’000 £’000 £’000 £’000 £’000
Geographical analysis
United Kingdom 27,866 - 735 - 491 -
Continental Europe 36,574 - 925 - 757 -
Total 64,440 - 1,660 - 1,248 -
Including goodwill Excluding goodwill
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Net assets
Geographical analysis
United Kingdom 13,438 - 6,366 -
Continental Europe 12,226 - 7,361 -
Total 25,664 - 13,727 -
2. Cost of sales, gross profit and net operating expenses
2004 2003
Continuing Acquisitions Total Total
£’000 £’000 £’000 £’000
Turnover 159,069 64,440 223,509 156,899
Cost of sales (130,837) (51,869) (182,706) (133,642)
Gross profit 28,232 12,571 40,803 23,257
Net operating expenses before depreciation,
amortisation of goodwill and exceptional items (23,061) (10,463) (33,524) (19,314)
Depreciation (5,192) (448) (5,640) (4,885)
Amortisation of goodwill (3,991) (412) (4,403) (3,980)
Exceptional costs of German subsidiary - - - (1,645)
Net operating expenses (32,244) (11,323) (43,567) (29,824)
Group operating loss (4,012) 1,248 (2,764) (6,567)
31 Notes to the financial statements cont..
3. Net interest payable
2004 2003
£’000 £’000
Interest payable on bank loans and overdrafts (9) (8)
Interest payable on other loans (1,095) (446)
Amortisation of debt issue costs (50) -
Interest payable on finance leases (220) (105)
(1,374) (559)
Bank interest receivable 324 451
Net interest payable (1,050) (108)
4. Loss on ordinary activities before taxation
2004 2003
£’000 £’000
Loss on ordinary activities before taxation is stated after charging/(crediting):
Staff costs (note 25) 20,301 11,008
Depreciation of owned tangible fixed assets 4,098 4,044
Depreciation of leased tangible fixed assets 1,542 841
Amortisation of goodwill 4,403 3,980
Exceptional costs of German subsidiary - 1,645
Other operating lease rentals 2,722 2,205
Auditors’ remuneration - audit 150 50
Auditors’ remuneration - further assurance services 10-
Auditors’ remuneration - tax compliance 21 10
Net exchange gain on foreign currency borrowings (14) -
Profit on disposal of tangible fixed assets (87) (41)
Auditors’ remuneration includes £53,000 (2003: £45,000) in respect of audit services, £10,000 in respect of further
assurance services and £21,000 (2003: £7,000) in respect of tax compliance services provided to the Company.
In addition, fees of £308,000 payable to the auditors have been capitalised as they relate to further assurance and tax
advisory services in respect of the acquisition of the Allasso Group of companies.
32 Notes to the financial statements cont..
5. Tax on loss on ordinary activities
2004 2003
£’000 £’000
Tax charge comprises:
United Kingdom corporation tax at 30% (2003: 30%)
Current (632) (187)
Over/(under) provision in respect of prior years 198 (185)
UK current tax (434) (372)
Overseas current tax (430) -
Total current tax (864) (372)
Deferred tax (note 16) (25) 5
(889) (367)
The tax charge on profits before goodwill charges is higher (2003: higher) than the standard rate of corporation tax in the
UK. The differences are explained as follows:
2004 2003
£’000 £’000
Loss on ordinary before taxation (3,814) (6,675)
At standard rate of corporation tax of 30% (2003: 30%) (1,144) (2,003)
Effects of:
Amortisation of goodwill 1,321 1,194
Expenses not deductible for tax purposes 366 544
Adjustment to tax charge in respect of previous periods (198) 185
Capital allowances for year lower than/(in excess of) depreciation 161 (41)
Overseas tax rates/losses not used 251 493
Other timing differences 107 -
864 372
At 31 March 2004, the Company had accumulated tax losses of £2,973,000 which are available for offset against future
trading profits of certain Group operations.
6. Loss of the holding company
As permitted by section 230 of the Companies Act 1985, the profit and loss account of the Company is not presented in
these financial statements. The parent Company’s loss for the year ended 31 March 2004 was £4,964,000 (2003:
£9,091,000).
7. Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of £4,703,000 (2003:
£7,042,000) by the weighted average number of ordinary shares in issue during the year of 138,245,916 (2003:
138,101,518).
33 Notes to the financial statements cont..
7. Loss per share continued
The adjusted basic loss per share has been calculated to provide a better understanding of the underlying performance of
the Group as follows:
2004 2003
Basic and diluted Basic and diluted
(Loss)/ (Loss)/ (Loss)/ (Loss)/
earnings earnings earnings earnings
per share per share
£’000 pence £’000 pence
Loss attributable to ordinary shareholders (4,703) (3.40) (7,042) (5.10)
Amortisation of goodwill 4,403 3.18 3,980 2.88
Exceptional costs of German subsidiary - - 1,645 1.19
Adjusted basic loss per share (300) (0.22) (1,417) (1.03)
The loss attributable to ordinary shareholders and the weighted average number of ordinary shares for the purpose of
calculating the diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is
because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore not
dilutive under the terms of FRS 14 “Earnings per share” .
8. Intangible fixed assets
Group Goodwill
£’000
Cost
At 1 April 2003 159,908
Additions (note 20) 12,349
At 31 March 2004 172,257
Amortisation
At 1 April 2003 90,944
Charge for the year 4,403
At 31 March 2004 95,347
Net book amount at 31 March 2004 76,910
Net book amount at 31 March 2003 68,964
Company Goodwill
£’000
Cost
At 1 April 2003 158,613
Additions (notes 10 and 20) 8,000
At 31 March 2004 166,613
Amortisation
At 1 April 2003 89,369
Charge for the year 4,159
At 31 March 2004 93,528
Net book amount at 31 March 2004 73,085
Net book amount at 31 March 2003 69,244
34 Notes to the financial statements cont..
9. Tangible fixed assets
Group Freehold Leasehold Office Vehicles & Total
land & improvements fixtures & computer
buildings fittings equipment
£’000 £’000 £’000 £’000 £’000
Cost
At 1 April 2003 3,570 1,579 1,479 16,911 23,539
Acquisitions - - 393 1,521 1,914
Additions 37 21 97 5,989 6,144
Disposals - - (6) (1,526) (1,532)
Exchange adjustments - - (8) (54) (62)
At 31 March 2004 3,607 1,600 1,955 22,841 30,003
Accumulated depreciation
At 1 April 2003 325 669 1,003 9,363 11,360
Acquisitions - - 103 778 881
Charge for the year 176 282 326 4,857 5,640
Disposals - - (6) (1,265) (1,270)
Exchange adjustments - - (4) (47) (51)
At 31 March 2004 501 951 1,422 13,686 16,560
Net book amount at 31 March 2004 3,106 649 533 9,155 13,443
Net book amount at 31 March 2003 3,245 910 476 7,548 12,179
Company Freehold Leasehold Office Vehicles & Total
land & improvements fixtures & computer
buildings fittings equipment
£’000 £’000 £’000 £’000 £’000
Cost
At 1 April 2003 3,570 1,579 1,479 16,688 23,316
Transfer from subsidiary companies (note 10) - - 120 449 569
Additions 37 21 96 5,501 5,655
Disposals - - (1) (1,321) (1,322)
At 31 March 2004 3,607 1,600 1,694 21,317 28,218
Accumulated depreciation
At 1 April 2003 325 669 1,003 9,140 11,137
Charge for the year 176 282 303 4,598 5,359
Disposals - - (1) (1,125) (1,126)
At 31 March 2004 501 951 1,305 12,613 15,370
Net book amount at 31 March 2004 3,106 649 389 8,704 12,848
Net book amount at 31 March 2003 3,245 910 476 7,548 12,179
35 Notes to the financial statements cont..
9. Tangible fixed assets continued
Analysis of net book amount of freehold land and buildings Group and Company
2004 2003
£’000 £’000
Freehold land 1,233 1,233
Freehold buildings 1,873 2,012
3,106 3,245
The net book amount of Group and Company tangible fixed assets includes an amount of £3,200,000 (2003: £2,245,000) in
respect of assets held under finance leases.
10. Investments
Company
£’000
Shares in group undertakings
At 1 April 2003 7,049
Additions in year
Subsidiary undertakings
Investment in the Allasso Group of companies (note 20) 17,480
Contingent consideration (note 20) 1,003
Costs associated with the investment (note 20) 1,098
Investment in Allasso AG 42
Exchange loss on translation of investment (318)
Transfer to goodwill (note 8) (8,000)
At 31 March 2004 18,354
On 1 November 2003 the trade and net assets of Allasso UK Limited were transferred to InTechnology plc at book value,
following which the net investment held by InTechnology in Allasso UK Limited was £10,800,000. As the trade of Allasso
UK Limited was transferred to InTechnology, the value of the investment held is only supported by the net assets and
future cash flows of Allasso UK Limited’s trading subsidiaries, Allasso GmbH and Allasso Benelux bv. Since the transfer
does not impair the future profitability of the Company £8,000,000 has been transferred from investments to goodwill in
the InTechnology company balance sheet.
Investments in Group undertakings are stated at cost.
36 Notes to the financial statements cont..
10. Investments continued
Details of the principal investments at 31 March 2004 in which the Group or Company holds more than 20% of the
nominal value of ordinary share capital are as follows:
Subsidiary undertakings Country of Nature of business Group Company
incorporation proportion proportion
or registration held held
Allasso SAS France Sale of computer security products 100% 100%
and ancillary services
Allasso GmbH Germany Sale of computer security products 100% -
and ancillary services
Allasso Iberia SAU Spain Sale of computer security products 100% -
and ancillary services
Allasso Italia Srl Italy Sale of computer security products 100% -
and ancillary services
Allasso Benelux bv The Netherlands Sale of computer security products 100% -
and ancillary services
Allasso UK Limited England Sale of computer security products 100% 100%
and ancillary services
Allasso AG Switzerland Sale of computer security products 100% 100%
and ancillary services
HOLF Technologies Limited England Dormant 100% 100%
VData Limited England Dormant 100% 100%
Integrated Technology
(Europe) Limited England Dormant 100% 100%
11. Stocks
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Goods for re-sale 10,811 9,225 10,383 9,225
37 Notes to the financial statements cont..
12. Debtors
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Amounts falling due after more than one year:
Amounts owed by Group undertakings - - 1,455 1,455
Amounts falling due within one year:
Trade debtors 53,625 26,074 39,164 26,074
Other debtors 10,091 6,657 8,880 6,657
Deferred tax (note 16) 210 235 210 235
Corporation tax 102- --
Prepayments and accrued income 4,600 2,576 4,243 2,576
Deferred cost of sales 14,645 - 6,813 -
Amounts owed by Group undertakings - - 5,791 -
83,273 35,542 65,101 35,542
Total 83,273 35,542 66,556 36,997
Amounts owed by Group undertakings are unsecured. Included within other debtors is an amount of £40,000 (2003:
£40,000) owing from a member of the Company’s management team.
13. Creditors - amounts falling due within one year
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Bank and other borrowings (IBM) 5,215 5,738 5,215 5,738
Loan from Peter Wilkinson 2,425 - 2,425 -
Obligations under finance leases 1,901 1,156 1,896 1,156
Trade creditors 48,139 32,670 44,056 32,670
Corporation tax - 336 362 336
Other taxation and social security 6,227 1,343 5,133 1,343
Other creditors 469 276 3 276
Accruals 6,110 3,282 4,773 3,282
Deferred income 19,164 308 9,059 308
Amounts owed to Group undertakings - - 3,604 -
89,650 45,109 76,526 45,109
Bank and other borrowings comprise loans due within one year which were provided by IBM United Kingdom Financial
Services Limited and Peter Wilkinson and are secured by fixed and floating charges over the assets of the Company dated
23 July 2003 and 31 July 2003 respectively.
38 Notes to the financial statements cont..
14. Creditors - amounts falling due after more than one year
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Bank and other borrowings (IBM) 3,354 - 3,354 -
Loan from Peter Wilkinson 12,325 - 12,325 -
Obligations under finance leases 1,564 1,300 1,537 1,300
Contingent consideration (note 20) 1,003 - 1,003 -
Amounts owed to Group undertakings - - 8,510 8,510
18,246 1,300 26,729 9,810
Amounts owed to Group undertakings are unsecured.
Bank and other borrowings and finance leases are repayable as follows:
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Bank and other borrowings (IBM)
In one year or less 5,215 5,738 5,215 5,738
Between one and two years 2,236 - 2,236 -
Between two and five years 1,118 - 1,118 -
8,569 5,738 8,569 5,738
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Loan from Peter Wilkinson
In one year or less 2,500 - 2,500 -
Between one and two years 5,000 - 5,000 -
Between two and five years 7,500 - 7,500 -
Unamortised debt issue costs (250) - (250) -
14,750 - 14,750 -
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Finance leases
In one year or less 1,901 1,156 1,896 1,156
Between one and two years 1,064 1,079 1,037 1,079
Between two and five years 500 221 500 221
3,465 2,456 3,433 2,456
39 Notes to the financial statements cont..
15. Financial instruments
The main financial risks faced by the Group include interest rate risk, liquidity risk and foreign currency risk. The Board
reviews and agrees policies for managing each of these risks.
The Group’s financial instruments comprise cash, liquid resources and various items, such as debtors and creditors that
arise directly from its operations. It is, and has been throughout the year under review, the Group’s policy that no trading
in financial instruments shall be undertaken. The year end position reflects these policies and there have been no changes
in policies or risks since the year end.
Although the Group has net debt of £10,404,000, £15,000,000 has been agreed at a fixed rate of interest of 8% thus
reducing the levels of interest rate exposure. Group policy is to continue to monitor financial markets and to repay
outstanding loans in line with agreed repayment schedules.
Financial asset returns are maximised by ongoing review of the Group’s cash flow requirements. Any funds surplus to
short-term working capital requirements are placed on interest bearing deposit.
Liquidity risk is further managed by agreeing separate borrowing facilities for any additional working capital and
investment requirements. In accordance with this policy, the Group has negotiated an invoice discounting facility of
£4,669,000 with IBM, which was unused as at 31 March 2004. This facility is provided on a rolling basis and is subject to
60 days notice by either party.
Short term trade debtors and creditors have been excluded from all the following disclosures.
Interest rate risk profile of financial assets
The interest rate profile of the financial assets of the Group comprising cash of £16,379,000 is as follows:
Floating
rate
2004 2003
£’000 £’000
Currency
Sterling 14,749 18,137
Dollar 452 4
Euro 1,178 14
16,379 18,155
The sterling and euro financial assets relate to cash at bank and bear interest based on LIBOR and EURIBOR respectively.
There are no fixed rate financial assets (2003: £nil).
40 Notes to the financial statements cont..
15. Financial instruments continued
Interest rate risk profile of financial liabilities
The interest rate profile of the financial liabilities of the Group is as follows:
Sterling Euro Total
2004 2003 2004 2003 2004 2003
£’000 £’000 £’000 £’000 £’000 £’000
Floating rate bank and 
other borrowings (IBM) 3,000 5,738 5,569 - 8,569 5,738
Fixed rate loan from Peter Wilkinson 14,750 - - - 14,750 -
Fixed rate finance leases 3,433 2,456 32 - 3,465 2,456
Deferred shares 480 480 - - 480 480
Contingent consideration
(zero interest) - - 1,003 - 1,003 -
Provisions for liabilities and charges
(zero interest) - - 144 209 144 209
Total 21,663 8,674 6,748 209 28,411 8,883
Weighted average fixed 
interest rate 8.44% 9.14% 4.50% - 8.44% 9.14%
Weighted average period for 
which rate is fixed 3.0 years 2.1 years 0.63 years - 3.0 years 2.1 years
Weighted average period to
maturity on which no interest
is paid - - 0.83 years 0.92 years 0.83 years 0.92 years
Deferred shares are excluded from the ‘weighted average period to maturity on which no interest is paid’ calculation as
there is no specified maturity date.
Financial liabilities include secured loan arrangements with IBM and Peter Wilkinson and finance leases and are detailed in
note 14. The floating rate sterling and Euro loans bear interest by reference to LIBOR and EURIBOR respectively and are
repayable as set out in note 14.
Borrowing facilities
The Group has various borrowing facilities available to it. The undrawn committed facilities available as at 31 March, in
respect of which all conditions have been met at that date, were as follows:
2004 2003
£’000 £’000
Expiring within one year 4,669 946
Non-equity shares
A proportion of the Group’s share capital is attributable to non-equity interests, in the form of deferred shares of 1p each.
The rights and restrictions attaching to the deferred shares are described in note 18 to the financial statements.
Fair value
Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction between
informed and willing parties, other than by a forced or liquidation sale, and excludes accrued interest. The fair value of
financial assets and liabilities as at 31 March 2004 approximate to the book value at those dates.
41 Notes to the financial statements cont..
15. Financial instruments continued
Currency exposure
The Group seeks to mitigate the effects of the currency exposures arising from its net investments overseas by borrowing
as far as possible in the same currencies as the operating currencies of its main operating units. Gains and losses arising
on net investments overseas and the financial instruments used to hedge the currency exposures are recognised in the
statement of total recognised gains and losses.
The table below shows the extent to which group companies have monetary assets and liabilities in currencies other than their
local currency. Foreign exchange differences on translation of earnings are taken to the profit and loss account of the Group.
2004 2003
£’000 £’000
Functional currency of operation: Sterling
US Dollar assets/(liabilities) (net) 1,914 (89)
Euro liabilities (net) (2,232) (1,071)
(318) (1,160)
Functional currency of operation: Euro
US Dollar liabilities (net) (6,234) -
Hedges
With the exception of the hedging loan explained above the Group does not operate any hedging instruments.
16. Deferred tax asset
Group and
Company
£’000
At 1 April 2003 235
Credited to the profit and loss account (25)
At 31 March 2004 210
Deferred tax is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which
timing differences reverse, based on tax rates and laws substantively enacted at the balance sheet dates.
The deferred tax asset is included in debtors and is analysed as follows:
Group and Company Amount recognised Amount not recognised
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Accelerated capital allowances - - 410 322
Short term timing differences 210 235 - -
Losses carried forward - - 892 892
210 235 1,302 1,214
Based on current capital expenditure plans, the Group does not expect fixed asset timing differences to reverse in the
foreseeable future, hence no deferred tax liability has been recognised in respect of accelerated capital allowances. In
addition, in the light of medium term forecasts prepared, the Group does not at present consider it more likely than not
that suitable taxable profits will be available to offset the losses carried forward, hence no deferred tax asset has been
recognised in respect of losses carried forward. In accordance with FRS 19 ‘Deferred tax’, the Directors will continue to
assess whether deferred tax assets should be recognised in respect of these items.
42 Notes to the financial statements cont..
17. Provisions for liabilities and charges
Group and
Company
Lease commitments
£’000
At 1 April 2003 209
Charged to the profit and loss account 144
Utilised in the year (209)
At 31 March 2004 144
The remaining provision at 31 March 2004 relates to lease commitments for unoccupied offices in Germany. These
payments will arise in the period to the expiry of the existing lease in January 2005.
18. Called up share capital
Company
2004 2003
£’000 £’000
Authorised
252,000,000 Ordinary shares of 1p each 2,520 2,520
48,000,000 Deferred shares of 1p each 480 480
Total 3,000 3,000
Allotted, called up and fully paid
138,414,996 Ordinary shares of 1p each 1,384 1,381
48,000,000 Deferred shares of 1p each 480 480
Total 1,864 1,861
The number of allotted, called up and fully paid shares increased in the year as the Company issued 313,478 shares (2003:
nil shares) in respect of the exercise of employee share options.
Deferred shares differ to ordinary shares in that they do not entitle the holder to receive any dividend or other
distribution; do not entitle the holder to vote at any general meeting of the Company; do entitle the holder on a winding
up to repayment of amounts paid only after payment in respect of each Ordinary Share of the capital paid up and a
further payment of £10,000 on each Ordinary Share and are treated as non-equity shares.
Share options
Certain employees hold options to subscribe for shares in the Company at prices ranging from 1.8p to 337.5p under the
share option schemes.
During the year the Company issued 313,478 shares (2003: nil shares) in respect of the exercise of employee share options.
The number of shares subject to options, the periods in which they were granted and the periods in which they may be
exercised are as follows:
43 Notes to the financial statements cont..
18. Called up share capital continued
Name of scheme No. of shares Exercise Earliest Expiry
2004 2003 price (p) exercise date date
HOLF scheme 7,712,056 7,775,912 43.3 23/12/02 23/12/09
VData scheme 4,953,576 5,425,081 1.8 07/01/03 07/01/10
InTechnology scheme 1,758,463 1,730,963 50.5 19/07/05 19/07/12
InTechnology scheme 1,150,000 1,150,000 52.0 04/07/05 04/07/12
InTechnology scheme 1,578,000 - 61.0 01/08/06 01/08/13
InTechnology scheme 500,000 500,000 65.0 11/06/05 11/06/12
InTechnology scheme 600,000 1,344,000 150.0 01/09/03-09/10/03 01/09/10-09/10/10
InTechnology scheme 311,000 718,000 172.0 15/03/04-20/12/04 15/03/11-20/12/11
InTechnology scheme 570,000 570,000 279.0 15/03/04-01/05/04 15/03/11-01/05/11
InTechnology scheme 50,000 50,000 327.5 02/01/04 02/01/11
InTechnology scheme 50,000 50,000 337.5 01/11/03 01/11/10
19,233,095 19,313,956
Further details of the share option schemes in operation are given under the heading ‘Interests in share options’ in the
Remuneration Report on pages 19 to 21.
19. Shareholders’ funds
Ordinary Deferred Share Profit & Total
share shares premium loss shareholders’
capital account account funds
£’000 £’000 £’000 £’000 £’000
Group
At 1 April 2003 1,381 480 188,391 (92,805) 97,447
Issues of shares to satisfy employee share options 3 - 29 - 32
Loss sustained for the financial year - - - (4,703) (4,703)
Exchange adjustments - - - - -
At 31 March 2004 1,384 480 188,420 (97,508) 92,776
Ordinary Deferred Share Profit & Total
share shares premium loss shareholders’
capital account account funds
£’000 £’000 £’000 £’000 £’000
Company
At 1 April 2003 1,381 480 188,391 (92,531) 97,721
Issues of shares to satisfy employee share options 3 - 29 - 32
Loss sustained for the financial year - - - (4,964) (4,964)
Exchange adjustments - - - - -
At 31 March 2004 1,384 480 188,420 (97,495) 92,789
Included in net exchange adjustments are exchange gains of £301,000 arising on borrowings denominated in euro
designated as hedges of net investments overseas which offset exchange losses arising from the Group’s investment in
Allasso Europe.
44 Notes to the financial statements cont..
20. Acquisitions
On 31 July 2003 the Group acquired all of the issued share capital of Allasso UK Limited and Allasso France SAS from
Articon-Integralis AG for cash consideration (including costs) of £18,578,000 and contingent consideration to a maximum
of €3,770,000 (£2,520,000 assuming an exchange rate of £1 to €1.496). The contingent consideration is dependent upon
the level of revenue earned from Articon-Integralis AG in the 24 month period following completion. The full contingent
consideration of €3,770,000 is payable if cumulative sales to Articon-Integralis AG reach €61,500,000 by 31 July 2005. 
Based on current trading the Directors estimate that €1,500,000 (£1,003,000 assuming an exchange rate of £1 to €1.496)
of contingent consideration will become payable by 31 July 2005.
The amounts in the following table represent the provisional book and fair values of the assets and liabilities acquired and
the consideration paid. Completion accounts have been prepared in respect of the acquisition and are in the process of
being agreed with Articon-Integralis AG. Any adjustments to the book and provisional fair values shown below which
result from this process will be reflected in the Group’s 2004/2005 accounts.
Provisional book and
fair value to the Group
£’000
Tangible fixed assets 1,033
Stocks 1,465
Debtors 17,418
Deferred cost of sales 13,311
Cash at bank and in hand 2,731
Obligations under finance leases (48)
Creditors - amounts falling due within one year (11,648)
Creditors - amounts falling due after more than one year (59)
Deferred income (16,971)
Net assets 7,232
Goodwill arising on acquisition 12,349
19,581
Discharged by:
Cash consideration 17,480
Contingent consideration 1,003
Costs associated with acquisition 1,098
19,581
45 Notes to the financial statements cont..
20. Acquisitions continued
The unaudited results of Allasso for the period 1 January 2003 to 31 July 2003 together with the unaudited pro-forma
results extracted from the Articon-Integralis AG trial balance and in line with Articon-Integralis AG accounting policies for
the year ended 31 December 2002 were as follows:
7 months ended Year ended
31 July 31 December
2003 2002
(Unaudited) (Unaudited
pro-forma)
£’000 £’000
Turnover 52,529 104,805
Cost of sales (40,937) (80,159)
Gross profit 11,592 24,646
Net operating expenses before depreciation
and amortisation of goodwill (9,493) (17,477)
Depreciation (355) (1,054)
Amortisation of goodwill (42) (425)
Net operating expenses (9,890) (18,956)
Operating profit 1,702 5,690
Net interest payable (14) (217)
Profit on ordinary activities before taxation 1,688 5,473
Tax on profit on ordinary activities (238) (1,020)
Profit for the period 1,450 4,453
EBITDA 2,099 7,169
In the 8 month period since acquisition Allasso contributed a net operating cash inflow of £1,706,000, paid £17,000 in
interest, paid £836,000 in taxation, paid £490,000 in capital expenditure and received £124,000 in respect of disposals of
tangible fixed assets.
46 Notes to the financial statements cont..
21. Reconciliation of operating (loss)/profit to net cash inflow from operating activities
2004 2003
Continuing Acquisition Total
£’000 £’000 £’000 £’000
Operating (loss)/profit (4,012) 1,248 (2,764) (6,567)
Depreciation of tangible fixed assets 5,360 280 5,640 4,885
Depreciation of tangible fixed assets
- exceptional costs of German subsidiary - - - 89
Goodwill amortisation 3,991 412 4,403 3,980
Profit on disposal of tangible fixed assets (30) (57) (87) (41)
Exchange movements (14) - (14) -
Decrease/(increase) in stocks 311 (357) (46) 2,223
(Increase)/decrease in debtors (11,013) (6,611) (17,624) 5,183
Increase/(decrease) in creditors and provisions 7,186 6,791 13,977 (7,396)
Net cash inflow from operating activities 1,779 1,706 3,485 2,356
22. Reconciliation of movement in net (debt)/funds
2004 2003
£’000 £’000
(Decrease)/increase in cash in the year (1,679) 4,836
Net cash outflow from decrease in finance leases 1,173 813
Decrease in short term deposits - (10,000)
Net cash (inflow)/outflow from (advance)/repayment of debt (18,090) 2,199
Change in net debt resulting from cash flows (18,596) (2,152)
Non-cash changes:
Exchange movements 162 -
Inception of new finance leases (2,134) (1,577)
Finance leases on acquisition (48) -
Debt issue costs 250 -
Movement in net (debt)/funds in the year (20,366) (3,729)
Net funds at start of year 9,961 13,690
Net (debt)/funds at end of year (10,405) 9,961
47 Notes to the financial statements cont..
23. Analysis of net funds/(debt)
At 1 April Cashflow Acquisitions Exchange Other non-cash At 31 March
2003 movements changes 2004
£’000 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 18,155 (1,679) - (97) - 16,379
Finance leases (2,456) 1,173 (48) - (2,134) (3,465)
Debt due after more than one year - (15,997) - 143 175 (15,679)
Debt due within one year (5,738) (2,093) - 116 75 (7,640)
Net funds/(debt) 9,961 (18,596) (48) 162 (1,884) (10,405)
24. Directors’ emoluments
A detailed analysis of Directors’ individual emoluments, together with information on pensions, including that of the
highest paid Director, is in the Remuneration Report on page 20.
2004 2003
£’000 £’000
Aggregate emoluments 1,344 1,282
Company contributions to defined contribution pension schemes 57 51
Sums paid to third parties for directors’ services 99 85
1,500 1,418
During the year, retirement benefits were accruing to all seven (2003: seven) Executive Directors under defined
contribution pension schemes.
25. Employee information
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
By category 2004 2003
Number Number
Sales 142 75
Technical 94 59
Operations 82 59
Administration 71 49
389 242
Staff costs for the persons above were:
2004 2003
£’000 £’000
Wages and salaries 16,690 9,699
Social security costs 3,378 1,143
Pension costs 233 166
20,301 11,008
48 Notes to the financial statements cont..
26. Financial commitments
At 31 March 2004 the Group had annual commitments under non-cancellable operating leases as follows:
Land and buildings Other assets
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Expiring within one year 205 98 222 110
Expiring within one to two years 650 825 231 110
Expiring within two to five years 450 268 61 -
Expiring after five years 1,660 944 - -
2,965 2,135 514 220
27. Related party transactions
The Company has taken advantage of the exemption available under FRS 8 ‘Related Party Disclosures’ from disclosing
transactions between the Company and its subsidiary undertakings as these have been eliminated on consolidation of
these financial statements.
The acquisition of the Allasso group of companies was part funded by a loan of £15,000,000 made to InTechnology by
Peter Wilkinson, the Executive Chairman of the Group, repayable over a 4 year period commencing 31 July 2003. The
outstanding loan accrues interest at a fixed rate of 8% per annum. Arrangement fees of £300,000 paid to Peter Wilkinson
in respect of the loan have been capitalised and will be amortised to the profit and loss account over the period of the
loan in accordance with FRS 4. The loan outstanding at 31 March 2004 was £15,000,000 (2003: £nil) and related interest
payments in the year were £810,000 (2003: £nil).
Peter Wilkinson is a shareholder in British Sky Broadcasting plc (‘BSkyB’). InTechnology has sold services totalling £149,000
(2003: £149,000) to BSkyB in the year. As at 31 March 2004, InTechnology was owed £29,000 (2003: £15,000) by BSkyB.
Peter Wilkinson is a shareholder in the ultimate parent company of Planetfootball.com Limited, BSkyB. InTechnology has
sold services totalling £183,000 (2003: £197,000) to Planetfootball.com Limited in the year. As at 31 March 2004,
InTechnology was owed £17,000 (2003: £37,000) by Planetfootball.com Limited.
Peter Wilkinson is a non-Executive Director of and Peter Wilkinson, Richard James and John Swingewood are shareholders
in The New Gadget Shop Limited. InTechnology has sold services totalling £115,000 (2003: £73,000) to The New Gadget
Shop Limited in the year. As at 31 March 2004, InTechnology was owed £23,000 (2003: £nil) by The New Gadget Shop
Limited.
Peter Wilkinson is Executive Chairman of, Richard James is a Director of and Peter Wilkinson, Richard James and John
Swingewood hold beneficial interests in shares in Digital Interactive Television Group Limited. InTechnology has sold
services totalling £855,000 (2003: £800,000) to Digital Interactive Television Group Limited in the year. As at 31 March
2004, InTechnology was owed £271,000 (2003: £265,000) by Digital Interactive Television Group Limited.
Peter Wilkinson is a non-Executive Director and shareholder in and John Swingewood is a Director and shareholder in
Getmedia plc. InTechnology has sold services totalling £25,000 (2003: £60,000) to Getmedia plc in the year. As at 31 March
2004, InTechnology was owed £2,000 (2003: £8,000) by Getmedia plc.
The Company has maintained current accounts at various stages during the year with Peter Wilkinson and Andrew Kaberry.
The maximum amounts owed to the Company under these arrangements were £43 (2003: £20,198) and £9,064 (2003:
£15,368) respectively. Both amounts were fully repaid during the year and there were no amounts outstanding as at 31
March 2004.
28. Ultimate controlling party
The Directors consider Peter Wilkinson to be the ultimate controlling party by virtue of his percentage shareholding in the
Company.
49 Notice of Annual General Meeting
50
The Directors hereby give notice that
the Company will hold its Annual
General Meeting (‘AGM’) at
Nidderdale House, Beckwith Knowle,
Otley Road, Harrogate, HG3 1SA at 
11 a.m. on 10 August 2004 for the
following purposes:
Ordinary business
Resolution 1 - To receive and adopt
the report of the Directors, the report
of the independent auditors of the
Company and the financial
statements of the Company for the
year ended 31 March 2004.
Resolution 2 - To re-appoint The Rt.
Hon. Lord Parkinson as a Director,
who retires by rotation in accordance
with Article 92 of the Articles of
Association and who, being eligible,
offers himself for re-appointment as
a Director.
Resolution 3 - To re-appoint Joe
McNally as a Director, who retires by
rotation in accordance with Article
92 of the Articles of Association and
who, being eligible, offers himself for
re-appointment as a Director.
Resolution 4 - To re-appoint Charles
Scott as a Director, who retires by
rotation in accordance with Article
92 of the Articles of Association and
who, being eligible, offers himself for
re-appointment as a Director.
Special business
To consider and, if thought fit, to
pass the following Resolutions. The
Directors will propose Resolutions 5
and 7 as ordinary resolutions and
Resolution 6 as a special resolution.
Resolution 5 - That the Directors be
and are generally and unconditionally
authorised pursuant to section 80 of
the Companies Act 1985 (the ‘Act’)
to exercise all the powers of the
Company to allot relevant securities
(within the meaning of section 80 of
the Act) up to an aggregate nominal
amount of £524,718.24, provided that
such authority is for a period
expiring 5 years from the date of this
Resolution 5, and save that the
Company may before such expiry
make an offer or agreement which
would or might require the Directors
to allot relevant securities after such
expiry and the Directors may allot
relevant securities in pursuance of
any such offer or agreement as if the
authority which this Resolution 5
confers had not expired. The
authority which this Resolution 5
confers shall be in substitution to all
subsisting authorisations under
section 80 of the Act (to the extent
unused) which are hereby revoked.
Resolution 6 - That, subject to the
passing of Resolution 5, the Directors
be and are empowered, pursuant to
section 95 of the Act, to allot equity
securities (within the meaning of
section 94(2) of the Act) for cash
pursuant to the authority which
Resolution 5 confers as if section
89(1) of the Act did not apply to any
such allotment, provided that this
power shall be limited to the
allotment of equity securities:
(a) in connection with or the subject
of an offer or invitation, including a
rights issue or open or equivalent
offer to holders of ordinary shares
and such other equity securities of
the Company as the Directors may
determine on the register on a fixed
record date in proportion (as near as
maybe) to the respective holdings of
such shares, but subject to such
exclusions or other arrangements as
the Directors may deem necessary or
expedient in relation to fractional
entitlements or any legal or practical
problems under the laws of, or the
requirements of, any recognised
regulatory body or any stock
exchange in any territory; and
(b) otherwise than pursuant to sub-
paragraph (a) above, up to an
aggregate nominal amount of
£69,050.75,
and shall expire 5 years from the
date of this Resolution 6, save that
the Company may before such expiry
make an offer or agreement which
would or might require the Directors
to allot equity securities after such
expiry and the Directors may allot
equity securities in pursuance of
such offer or agreement as if the
power which this Resolution 6
confers had not expired.
Resolution 7 - In accordance with
sections 739 and 388(3) of the Act
that PricewaterhouseCoopers LLP be
re-appointed auditors of the
Company and hold office until the
conclusion of the next general
meeting at which accounts are laid
before the Company and that,
pursuant with section 390A of the
Act, their remuneration be fixed by
the Directors.
7 July 2004
By order of the Board 
Richard James
Director and Company Secretary
for and on behalf of InTechnology plc
Registered Office:
Nidderdale House
Beckwith Knowle
Otley Road
Harrogate
HG3 1SA Notice of Annual General Meeting cont..
51
Notes
1 A member of the Company
(‘Shareholder’) entitled to attend and
vote at the AGM may appoint one or
more proxy (or proxies) to attend
(and on a poll) vote in his stead. Any
person (whether a Shareholder or
not) may be appointed to act as a
proxy. 
2 If a proxy is appointed for use at
the AGM, the form of proxy as issued
by the Board must be used. This form
of proxy is enclosed herewith reply-
paid. All forms of proxy, together
with the power of attorney or other
authority (if any) under which it is
executed, or a notarially certified
copy of such power or authority,
must be deposited at the Company’s
registrars at the following address at
least 48 hours before the time for
holding the AGM (i.e., by no later
than 11.a.m. on 8 August 2004) or
any adjournment thereof: Capita
Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent,
BR3 4TU. 
3 Completion and return of a form
of proxy will not preclude a
Shareholder from attending and
voting at the AGM in person in
respect of which the proxy is
appointed (or at any adjournment of
the AGM) if such a Shareholder
subsequently decides to do so.
4 The Company, pursuant to
Regulation 41 of the Uncertificated
Securities Regulations 2001 (2001 S.I.
No. 3755), specifies that only those
Shareholders registered on the
register of members of the Company
at 11 a.m. on 8 August 2004 (or, if
the AGM is adjourned, in the register
of members of the Company 48
hours before the time of any
adjourned AGM) shall be entitled to
attend and vote at the AGM in
respect of the number of shares in
the Company registered in the name
of such Shareholders at that time.
Changes to entries on the register of
members after that time shall be
disregarded in determining the rights
of any person to attend or vote at
the AGM.
5 Pursuant to sections 324 and 325
and paragraph 29, Part IV, Schedule
13 to the Act, the register of
Directors' interests in the Company
and a copy of the service agreements
between the Company and its
Directors will be available to the
public for inspection at the registered
office of the Company during usual
business hours on any weekday
(Saturdays, Sundays and public
holidays excluded) from the date of
this Notice to the time and date of
the AGM (including any adjournment
thereof) and also on the date and at
the place of the AGM from 15
minutes before the AGM to its
conclusion.
6 Pursuant to rule 18 of the AIM
rules this Notice and the annual
audited accounts will be available for
inspection, free of charge, at the
registered office of the Company
during usual business hours on any
weekday (Saturdays, Sundays and
public holidays excluded) for a period
of one month from the date of this
Notice. 
7 Biographical details of the
Directors who are proposed for
reappointment at the AGM are set
out on page 13 of the Annual Report
and Accounts of the Company for
the year ended 31 March 2004.
  Form of proxy for InTechnology plc
(Incorporated and registered in England and Wales under number 03916586) (the ‘Company’)
52
For use by holders of ordinary shares of 1p each in the Company (the ‘Shareholders’) at the annual general meeting of the Company to be held at the Company’s
registered office at Nidderdale House, Otley Road, Beckwith Knowle, Harrogate, HG3 1SA at 11am on Wednesday 10 August 2004 (the ‘AGM’). Please read the Notice
of AGM and the notes to this Proxy Form.
I/We*, (please insert the name of the Shareholder(s)* in full in BLOCK CAPITALS)
of
(please insert the full postal address of the Shareholder(s)* in full in BLOCK CAPITALS)
being Shareholder(s)* entitled to attend and vote at meetings of Shareholders, hereby appoint the Chairman of the AGM
†
as my/our* proxy attend and, on a poll, to vote for me/us* on my/our* behalf at the AGM, and at any adjournment thereof.
†
If it is desired to appoint some other person to be your proxy: (i) delete ‘the Chairman of the AGM’; (ii) initial the alteration; and (iii) insert the full name, title and
address of the person you wish to appoint as your proxy IN BLOCK CAPITALS. * Delete as appropriate.
Please indicate with an ‘X’ in the appropriate space how you wish your proxy to vote on the resolutions set out in the Notice or whether you wish the vote to be
withheld. (See note 6).
For Against Vote Withheld
1. Receipt and adoption of Directors’ report and financial statements and independent auditors’ report.
2. Re-appointment of The Rt. Hon. Lord Parkinson.
3. Re-appointment of Mr. Joe McNally.
4. Re-appointment of Mr. Charles Scott.
5. Ordinary resolution - That the Directors are authorised to allot relevant securities.
6. Special resolution - That statutory pre-emption provisions are disapplied and the 
Directors are authorised to allot relevant securities for cash.
7. Ordinary resolution - That PricewaterhouseCoopers LLP be reappointed auditors of the Company, 
to hold office until the conclusion of the next general meeting at which the accounts are laid before 
the Company and that their remuneration be fixed by the Directors.
Dated 2004
Signature (see note 4 below)  For and on behalf of the above named Shareholder(s)
Notes:
1 Who can be a proxy? 
Any person (whether a Shareholder or not) may be appointed to act as a proxy.
2 Joint Shareholders 
In the case of joint Shareholders the vote of the senior who tenders a vote whether in person or by proxy
will be accepted to the exclusion of the votes of the other joint Shareholders. For this purpose seniority
is determined by the order in which the names stand in the register of members of the Company in
respect of the joint holding.
3 Corporate Shareholders
To be valid a Shareholder that is a corporation this proxy form must be executed under that corporate
Shareholder’s common seal or be signed on its behalf by an attorney or officer duly authorised.
4 What is required for the proxy to be effective
To be effective, this proxy form must be:
(a) duly executed;
(b) deposited at the Company’s registrars at the following address: Capita Registrars, The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU not later than 48 hours before the time for holding
the AGM (i.e. by no later than 11 a.m. on 8 August 2004) or any adjournment thereof; and
(c) deposited together, if appropriate, with the power of attorney or other authority (if any) under which
it is executed or a notarially certified copy of such power or, where the form has been signed by an
officer on behalf of a corporation, a notarially certified copy of the authority under which it is signed.
5 Alterations 
Any alterations made in or to this proxy form should be initialled by the relevant Shareholder(s).
6 Proxy’s discretion 
In the absence of any directions your proxy may vote or abstain as the proxy thinks fit. On any motion
to amend the resolution, to propose a new resolution, to adjourn the AGM, or on any other motion put
to the AGM, the proxy will act at his/her/their discretion. Please note that if the ‘Vote Withheld’ box is
marked with an ‘X’, the Shareholder will not be counted in the calculation of votes ‘For’ and ‘Against’ and
the Shareholder will not be taken to have given his/her/their discretion to the proxy on how to vote. 
7 Multiple proxies 
A Shareholder may appoint more than one proxy to attend. When two or more valid but differing
instruments of proxy are delivered in respect of the same share for use at the same meeting and in
respect of the same matter, the one which is last validly delivered (regardless of the date of its execution)
shall be treated as replacing and revoking the other or others as regards that share. If the Company is
unable to determine which instrument was last validly delivered, none of them shall be treated as valid
in respect of that share.
8 Shareholder attendance at the AGM 
The completion and return of this proxy form will not prevent you from attending in person and voting
at the AGM or at any adjournment thereof should you subsequently decide to do so. 
9 Record date 
As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those members of
the Company registered in the register of members of the Company 48 hours before the time set for the
AGM (i.e. 11 a.m. on 8 August 2004) shall be entitled to attend and vote at the AGM in respect of the
number of shares registered in their name at that time (or if the AGM is adjourned 48 hours before such
adjourned AGM). Changes to entries on the relevant register of members of the Company after that time
shall be disregarded in determining the rights of any person to attend or vote at the AGM.
10 Register of Directors' interests and Director’s service agreements 
Pursuant to sections 324 and 325 and paragraph 29, Part IV, Schedule 13 to the Act, the register of
Directors' interests in the Company and a copy of the service agreements between the Company and its
Directors will be available to the public for inspection at the registered office of the Company during
usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date
of this Notice to the time and date of the AGM (including any adjournment thereof) and also on the date
and at the place of the AGM from 15 minutes before the AGM to its conclusion.
11 Inspection of Shareholder documents
Pursuant to rule 18 of the AIM rules this Notice and the annual audited accounts will be available for
inspection, free of charge, at the registered office of the Company during usual business hours on any
weekday (Saturdays, Sundays and public holidays excluded) for a period of one month from the date of
the Notice. 
12 Definitions
Unless otherwise defined herein, capitalised terms shall have the meaning ascribed to such terms in the
notice of annual general meeting sent to Shareholders and enclosed with this document. BUSINESS REPLY SERVICE
License No. MB122
1 1
Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent
BR3 4BR
Second Fold
Third Fold and Tuck in
First Fold
"
    Corporate information
For the year ended 31 March 2004
Board of Directors
54
Registered office
InTechnology plc
Nidderdale House
Beckwith Knowle
Harrogate
HG3 1SA
Tel +44 (0)1423 850000
Fax +44 (0)1423 858855
Registrar and transfer
office
Capita IRG plc
Bourne House
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Principal bankers
Barclays Bank plc
Parliament Street
York
YO1 1XD
Financial advisers and
brokers
Dresdner Kleinwort Wasserstein
Limited
PO Box 560
20 Fenchurch Street
London
EC3P 3DB
Joint brokers
Panmure Gordon
Lazard & Co. Limited
50 Stratton Street
London
W1J 8LL
Independent auditors
PricewaterhouseCoopers LLP
Benson House
33 Wellington Street
Leeds
LS1 4JP
Solicitors
Norton Rose
Kempson House
Camomile Street
London
EC3A 7AN
Company registration
number
3916586
Internet addresses
www.intechnology.co.uk
www.allasso.com
The Rt. Hon. Lord Parkinson
Joe McNally
Charles Scott
Peter Wilkinson
Charles Cameron
Richard James
Andrew Kaberry
Steve Pearce
Bryn Sage
John Swingewood
Non-Executive President
Non-Executive Director
Non-Executive Director
Executive Chairman
Chief Executive Officer
Director & Company Secretary
Finance Director
Chief Operating Officer and Business
Development Director
Sales Director
Chief Technical Officer
                     Corporate information cont..
Headquarters
InTechnology plc
Nidderdale House
Beckwith Knowle
Harrogate
HG3 1SA
Tel +44 (0) 1423 850 000
Fax +44 (0) 1423 858 855
Northern Data Centre
InTechnology plc
Central House
Beckwith Knowle
Harrogate
HG3 1UG
Southern Data Centre
InTechnology plc
260-266 Goswell Road
Islington
London
EC1V 7EB
London Office
1 Threadneedle Street
London
EC2R 8AW
Allasso UK Ltd
Theale House
Brunel Road
Theale
Berkshire
RG7 4AQ
Tel +44 (0) 1189 711 511
Fax +44 (0) 1189 711 522
Allasso S.A.S.
1 Bis, rue du Petit Clamart
Bat B, Velizy Plus
78457, Cedex
Paris
France
Tel +33 (0) 1 46 01 31 00
Fax +33 (0) 1 46 01 31 26
Allasso GmbH
Streitfeldstrasse 37
81673 München
Germany
Tel +49 (0) 89 450 660 0
Fax +49 (0) 89 450 660 33
Allasso Iberia S.A.U.
C/San Sotero, 3-4
28037, Madrid
Spain
Tel +34 (0) 91 787 0600
Fax +34 (0) 91 787 0601
Allasso Italia S.r.l.
Centro Direzionale Ambrosiano
Via dei Missaglia, 97
20142, Milan
Italy
Tel +39 (0) 2 89 39 181
Fax +39 (0) 2 89 30 55 62
Allasso Benelux bv
Geldropseweg 8a
5731 SG Mierlo
The Netherlands
Tel +31 (0) 492 66 82 28
Fax +31 (0) 492 66 82 29
Allasso Portugal
Torres de Lisboa
Rua Tomás da Fonseca Torre G - 1º
1600 - 209 Lisboa
Portugal
Tel +351 (0) 217 230 616
Fax +351 (0) 217 230 666
Allasso AG
Seefeldstrasse 69
8008 Zürich
Switzerland
Tel +41 (0) 43 488 36 66
Fax +41 (0) 43 488 35 00
55
Principal offices