Unifying IT infrastructure
Annual Report and Financial Statements
2006  Contents
InTechnology plc Annual Report and Financial Statements 2006
Highlights 1
Chairman’s introduction 2
Chief Executive Officer’s report 3
Financial review 6
Technology review 9
Management team 13
Directors’ report 15
Corporate governance 19
Remuneration report 22
Independent auditors’ report 26
Consolidated profit and loss account 27
Consolidated statement of total recognised gains and losses 28
Note of Group historical cost losses 28
Reconciliation of movements in Group shareholders’ funds 29
Balance sheets 30
Consolidated cash flow statement 31
Accounting policies 32
Notes to the financial statements 34
Notice of Annual General Meeting 58
Form of proxy for InTechnology plc 60
Corporate information 62 page 1
InTechnology plc Annual Report and Financial Statements 2006
Highlights
Operational performance
UK Specialist Distribution division:
• Operating profit recovery in H2,
following reorganisation programme
Managed Services division:
• Increased turnover and first full year
operating profit before amortisation of
goodwill and exceptional items
• Creation of new Managed Voice Services
business to concentrate on voice IP and
related network services
Continental European 
distribution business:
• Disposal on 31 March 2006
• Cash inflow of approximately £19m
during the coming financial year
resulting from the sale will eliminate
much of the Group’s debt
Financial performance
• Total turnover from continuing
operations declined to £215.0m 
(2005: £220.3m)
• Managed Services turnover increased to
£25.3m (2005: £22.1m), UK Specialist
Distribution reduced to £189.7m (2005:
£198.2m)
• Operating profit from continuing
operations before amortisation of
goodwill and exceptional items increased
to £6.0m (2005: £4.0m)
• H2 operating profit from continuing
operations before amortisation of
goodwill and exceptional charges
increased to £4.8m from £1.2m in H1
• Operating loss from continuing
operations for the year of £0.9m 
(2005: £0.4m) due to exceptional costs 
of £2.4m (2005: £nil) incurred to reduce
operating cost base 
• The pre-tax loss from discontinued
European operations accounted for
£9.0m (2005: £0.2m profit) of the Group
loss of £12.1m (2005: £2.5m loss) 
• Cash balances at the year end increased
to £12.7m (2005: £10.5m) and net debt
reduced to £19.5m (2005: £22.2m) Chairman’s introduction
page 2
InTechnology plc Annual Report and Financial Statements 2006
The past year has seen some important
changes for InTechnology and I am pleased
that the Company has ended the year in a
strong position for sustained growth and
profitability in the future.
The reorganisation programme which we
initiated in the first half of the year enabled
us to achieve operating profit before
amortisation of goodwill and exceptional
items in our continuing operations of £6.0m
(2005: £4.0m) despite a fall in turnover to
£215.0m (2005: £220.3m). Total Group
turnover was £284.7m (2005: £283.5m) and
the operating loss for the Group after the
reorganisation was £6.2m (2005: £0.3m loss).
Our Managed Services Division has shown
robust performance with an increase in sales
to £25.3m (2005: £22.1m), operating profit
before amortisation of goodwill and
exceptional items of £1.8m (2005: £2.0m
loss), and an expanding range of services.
The operating loss for the Division was
£1.5m (2005: £4.3m). In order to build on 
the rapidly-growing market in IP telephony,
we have set up a new team to increase 
sales focus in this area. Other parts of the
Division have been re-organised for
maximum effectiveness and customer
satisfaction. Organisations of all sizes
subscribe to these services in order to
achieve efficiency gains and mitigate risk in
the management of the IT infrastructure
which underpins their operations.
Pressure on margins in our UK Specialist
Distribution Division has been severe and 
we therefore implemented a cost control
programme in the first half of the year. In
the second half of the year we achieved
operating profit growth compared with the
first half of the year, which we plan to build
on in the year ahead.
Our European Specialist Distribution
business delivered disappointing results
throughout the year and on 31 March 2006
it was sold to Magirus International GmbH.
This will allow us to focus management
effort in the UK.
The clear objectives for the coming year 
are to continue to grow our Managed
Services business and to focus on key 
areas of profitability in our UK Specialist
Distribution business.
I would like to thank the staff whose loyalty,
energy and professional skills have kept 
pace with the many developments in the
Company in the past year and also our
partners in all areas of the business.
I look forward to an exciting and successful
year ahead.
Lord Parkinson
Chairman
30 June 2006
The Rt. Hon Lord Parkinson page 3
InTechnology plc Annual Report and Financial Statements 2006
Peter Wilkinson
Chief Executive Officer’s report
Overview
At the time of our interim results last year
we reported that significant efforts would
be taken in the second half of the year to
focus on the parts of the business that are
performing well and to take action to
correct those parts of the business where we
saw continued margin pressure. These
efforts were focused on three areas: 
1. To increase the trading profitability of
our Managed Services division and to
seek new opportunities for growth
2. To improve profitability in our UK
Specialist Distribution business 
3. To review the strategic options available
to us with our European Specialist
Distribution business
I am pleased to report that we achieved
encouraging results in all three areas,
resulting in a strong recovery in our
continuing operations in the second half of
the year, which reported operating profits
before amortisation of goodwill and
exceptional charges of £4.8m (first half year
of the year: £1.2m). Full year operating loss
from continuing operations was £0.9m
(2005: £0.4m loss) largely as a result of
exceptional costs of £2.4m (2005: £nil)
incurred to reduce our operating cost base.
Managed Services’ revenues grew 14 per
cent to £25.3m (2005: £22.1m) and we have
recently embarked on a number of exciting
new initiatives in this division. 
UK Specialist Distribution revenues declined
4 per cent to £189.7m (2005: £198.2m) but
the second half year’s performance was
encouraging, helped by cost cutting and
revenue growth.
The European Distribution companies were
sold on 31 March 2006 after growing
revenues but incurring operating losses as
margin pressures intensified. The resulting
cash inflow from the sale in the new fiscal
year will substantially reduce Group debt.
The pre-tax loss from discontinued European
operations accounted for £9.0m (2005:
£0.2m profit) of the Group pre-tax loss of
£12.1m (2005: £2.5m loss).
We exited the year in good shape, the reward
for spending a considerable amount of
management time on eliminating losses and
driving greater efficiencies. We have
established a platform of profitability and we
look forward to devoting all our management
effort to achieving our plans for future
revenue growth and increased profitability.
Managed Services
We were very pleased this year with the
continued growth and regular quarterly
operating profit before amortisation of
goodwill and exceptional items of the
Managed Services Division, a goal which we
have been targeting for a number of years.
Operating profit before amortisation of
goodwill and exceptional charges was £1.8m
(2005: £2.0m loss). Operating loss was £1.5m
(2005: £4.3m). At 31 March 2006 contracted
recurring annualised revenues had increased
by 23% to £28.3m (2005: £23.0m). 
However, it has become obvious over the
past few months that the Division has
suffered from our attempts to integrate it
alongside a distribution business. This has
resulted in the Division having a number of
separated departments, causing a lack of
efficiency, cohesion and vision.
0
2002
2003
2004
2005
2006
£25m
£30m
£20m
£15m
£10m
£5m
Managed Services 
Turnover page 4
InTechnology plc Annual Report and Financial Statements 2006
Over the past 3 months this has been
addressed and we have made a number of
changes to rectify matters:
• Currently spread across three separate
buildings in Harrogate, by the end of
June 2006, all the head office Managed
Services employees will reside in a single
office adjacent to our Northern data
centre, also in Harrogate. 
• The sales force has been split into a new
business team and a customer care team.
This will allow us to better focus our
efforts on building a new client base
whilst also improving the relationship
and interaction with our existing
customers. We have invested in new 
CRM and ERP systems to support this
important part of the business.
• We have strengthened our position in the 
IP Voice market by creating a new sales
division of highly skilled and experienced
telephony experts and have enhanced 
our portfolio. This focus on an exciting,
rapidly-growing market creates
significant opportunities for us and we
will continue to look at expanding the
number of services which we offer.
It is encouraging that the Division now
achieves a gross margin value in excess of
80 per cent of that earned by UK Specialist
Distribution, and this year we expect it to
exceed that earned in Distribution. Moreover,
many direct operating costs such as network
and data centres are fixed and so higher
services revenues will continue to improve
operating margins. Our strategic objective of
the Division earning operating margin
percentages in excess of Distribution will be
achieved over the next few years. During the
year, we have achieved significant contract
wins including Galliford Try PLC, Barker &
Stonehouse, London Borough of Bromley,
Carl Bro Limited, Denton Wilde Sapte,
Devonshire Claims Services Holdings Limited,
Colemans CTTS, Carey Jones Architects and
The Financial Training Company (Kaplan Inc). 
We have had substantial success with 
our VBAK service and we have launched a
pay-as-you-go ILM (‘Information Lifecycle
Management’) service for archiving email
and file system data. 
This year we will be launching our new
Managed Exchange service, which offers
medium sized business an enterprise class 
e-mail service with 99.9% availability.
Specialist Distribution (UK)
Despite a difficult first half of the year, with
gross margins being squeezed by vendors
and customers, the second half year’s
performance was encouraging, helped by
cost cutting and revenue growth. 
Our relationship with IBM continues to grow
from strength to strength and our HP
business increased profitability in the second
half of the year. We were extremely
encouraged by the growth we achieved with
NetApp and Symantec (formerly Veritas). 
Our security business had an excellent year,
despite withdrawing from certain high
volume but low margin business.
We have created a new quote and
configuration team and a new internal sales
team, which have both proven to be
extremely successful in the second half of
the year and have given us great
encouragement for the future. 
Symantec Master Reseller 
of the Year 2005
CA EMEA Storage Partner 
of the Year 2005
Nortel Distributor of the Year 2005
World’s largest Check Point and
Nokia Training Provider 2005
Check Point’s Most Outstanding
Authorised Training Provider in
EMEA award 2005
Juniper Authorised Training Centre
of Excellence 2005
Achievements this year: page 5
InTechnology plc Annual Report and Financial Statements 2006
Specialist Distribution (Europe)
Our European Distribution businesses were
sold on 31 March 2006 and are shown as
discontinued operations in the consolidated
financial statements.
Turnover increased by 10 per cent to £69.8m
(2005: £63.2m), but reduced gross margins
resulted in operating losses before exceptional
reorganisation charges and amortisation of
goodwill. We had provided an exceptional
charge in the unaudited Interim results for the
period ended 30 September 2005 in order to
radically reduce on-going operating costs.
Shortly afterwards we were approached by
some of the European management team to
undertake a management buy-out, which
eventually failed. However, this prompted a
number of European trade enquiries resulting
in the sale of the subsidiaries to Magirus
International GmbH, a German distributor. The
provisional loss on disposal is estimated to be
£3.7m as the final consideration is dependent
on collection of accounts receivable and the
valuation of inventories and will be finalised
on 31 March 2007. However, the sale also
includes repayment of the inter-company
trade debt accounts of £15.8m, which had
continued to increase reflecting strong
revenue growth in Spain and Italy where long
trade credit periods are normal, whereas
security products were purchased in the UK
on monthly credit terms.
Debt
At 31 March 2006 cash balances and net 
debt respectively were £12.7m and £19.5m
(2005: £10.5m and £22.2m).
The cash inflow during the coming year from
the sale of the European subsidiaries is
approximately £19m and will eliminate much
of the Group’s debt. 
Board
On 23 May 2006, we appointed Mark Lower,
the Managing Director of our recently
launched Managed Voice Services division,
to the Board. He joins from next generation
telecommunications company Evoxus, where
he was CEO. Under his management, Evoxus,
a spin off from BT, grew turnover from £3m
to £20m in 3 years. He previously worked at
BT for 22 years, leaving the company as
Commercial & New Business Director of 
BT Wholesale. Full details of Board
appointments and resignations can be found
in the Management team and Directors’
report on pages 13 to 15.
Outlook
We ended the year in good shape, having
just completed a period when we have made
some difficult decisions. Our UK Specialist
Distribution Division benefited in the second
half of the year from cost reduction and
revenue growth and whilst market
conditions will remain tough there is still an
opportunity to increase profits and generate
positive cash flow.
We are very fortunate to have a Managed
Services Division with recurring revenues
where we can now focus more of our
efforts, selling high margin proprietary
services; we believe, as discussed previously,
that this Division will continue to be
successful and profitable in the year ahead.
Also, following the disposal of the loss-making
division, the Group’s senior management team
can now focus its attention on profit making. 
Peter Wilkinson
Chief Executive Officer
30 June 2006 Financial review
page 6
InTechnology plc Annual Report and Financial Statements 2006
The table below compares this year’s results against prior year and provides a summary of the results by profit centre:
Turnover EBITAE (i) Group operating profit / (loss)
2006 2005 +/(-) 2006 2005 +/(-) 2006 2005 +/(-)
£m £m £m £m £m £m £m £m £m
UK Specialist Distribution 189.7 198.2 (8.5) 4.2 6.0 (1.8) 0.6 3.9 (3.3)
Managed Services 25.3 22.1 3.2 1.8 (2.0) 3.8 (1.5) (4.3) 2.8
Continuing operations 215.0 220.3 (5.3) 6.0 4.0 2.0 (0.9) (0.4) (0.5)
Discontinued operations (ii) 69.7 63.2 6.5 (2.0) 0.4 (2.4) (5.3) 0.1 (5.4)
Group 284.7 283.5 1.2 4.0 4.4 (0.4) (6.2) (0.3) (5.9)
Notes:
(i) EBITAE comprises earnings before interest, taxation, amortisation of goodwill and exceptional items.
(ii) Discontinued operations relate to the European Specialist Distribution subsidiaries disposed of on 31 March 2006.
Exceptional costs
There were £5.5m (2005: £nil) of exceptional
costs in the year in respect of reorganisation
activity.
The exceptional costs of reorganisation for
continuing UK operations of £2.4m (2005:
£nil) relate to headcount reductions of
£1.3m, property related costs of £0.8m and
fixed asset write-offs of £0.3m.
The exceptional costs of reorganisation for
discontinued European operations of £3.1m
(2005: £nil) relate to headcount reductions
of £1.6m, property related costs of £0.8m,
fixed asset write-offs of £0.4m, provision for
on-going support services of £0.2m and
legal and professional fees 
of £0.1m.
UK Specialist Distribution
Along with others in the sector we have
experienced margin pressures from both
vendors and customers leading to a decline
in revenue to £189.7m (2005: £198.2m) and
EBITAE to £4.2m (2005: £6.0m). Operating
profit was £0.6m (2005: £3.9m). In order to
alleviate these pressures and maintain
operating margins we commenced a cost
reduction programme in the first half of the
year leading to the exceptional costs
referred to above. The benefits of this
initiative became apparent in the second
half of the year. page 7
InTechnology plc Annual Report and Financial Statements 2006
European Specialist Distribution
Although we had provided for an
exceptional reorganisation charge in the
unaudited Interim results for the period
ended 30 September 2005, in the second
half of the year it became apparent that
further significant investment of both
finance and management time would have
been required to move the European
Specialist Distribution Division into
profitability and as a result the Division was
no longer considered core to the Group. 
On 31 March 2006 we announced the sale
of Allasso SAS, Allasso GmbH, 
Allasso Iberia SAU, Allasso Italia Srl and
Allasso Benelux bv (‘Allasso Europe’) to
Magirus International GmbH.
The provisional loss on disposal is estimated
to be £3.7m as the final consideration is
dependent on collection of debtors and the
valuation of stock and will be finalised on 
31 March 2007.
Managed Services
The Managed Services Division achieved
increased revenues of £25.3m (2005: £22.1m)
and EBITAE of £1.8m (2005: £2.0m loss).
Operating loss was £1.5m (2005: £4.3m loss).
In the coming year we aim to build on this
and have reorganised teams within the
Division to increase focus on winning new
business while continuing to service our
strong existing customer base.
Goodwill
We conducted an impairment review of the
carrying value of goodwill arising on the
acquisition of HOLF Technologies Limited
and VData Limited in July 2000 together
with Allasso Limited in July 2003 and the
trade and assets of NetConnect Training in
June 2004.
We have considered the recoverable amounts
by reference to the net present value of
estimated current and future cash flows of
the relevant income generating units. The
value in use has been derived from
discounted cash flow projections that cover
the 4 years from 1 April 2006. After this 4-
year period, the projections use a long-term
growth rate.
Our confidence in the long-term success 
of both our UK Specialist Distribution
division and Managed Services division
indicate that no impairment write down is
necessary this year.
Andrew Kaberry page 8
InTechnology plc Annual Report and Financial Statements 2006
Cash flow and liquidity
The Group achieved a net cash inflow from
operating activities of £10.7m (2005: £2.0m
outflow). Cash at bank and in hand at the
year-end was £12.7m (2005: £10.5m). Close
control of working capital allowed us to
reduce net debt to £19.5m (2005: £22.2m).
This reduction in debt will improve further in
the year to 31 March 2007 as we realise a
cash inflow from the sale of Allasso Europe
of approximately £19m.
Taxation
The tax credit of £0.5m (2005: £0.1m charge)
on the loss on ordinary activities before
taxation of £12.1m (2005: £2.5m) is lower
than the UK rate of 30% because of non-
deductible costs, primarily goodwill
amortisation and certain exceptional costs.
This was offset in part by the utilisation of
tax losses arising in prior years in respect of
the Managed Services Division. A full
reconciliation of the tax charge is provided
in note 6 to the financial statements.
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 trades in
euro and US dollars.
Andrew Kaberry
Finance Director
30 June 2006 page 9
InTechnology plc Annual Report and Financial Statements 2006
Technology review
The past year has seen marked advances in
the scope and range of InTechnology’s
Managed Services.
IT and communications systems are of
strategic importance to all organisations
today and there are significant benefits in
outsourcing day-to-day data, network and
infrastructure management; clients can
make efficiency gains, save on costs,
mitigate risk and improve levels of
performance for their users.
InTechnology is at the forefront of this
fast-growing area, currently managing
2,500 terabytes of customer data from
organisations in all sectors. In the past year
the company has launched new services for
customers, extended its national data
network, set up a new Division to exploit
voice communications opportunities and
invested in new systems to ensure that its
lead is strengthened in the future.
Meeting customers’ 
changing needs
As well as attracting new customers for its
Managed Services, InTechnology aims to
meet the needs of existing customers as
they develop and grow, supporting them
flexibly with an expanding and continually
improving range of services.
New and more scalable versions of the
VBAK service for automated data backup
have therefore been launched so that
customers of all sizes can benefit, from
SME’s with contracts worth tens of
thousands of pounds to enterprise level
customers with contracts in millions. As
customers experience rapid growth in their
data volumes, they need backup services
which can be scaled up to meet growing
demands; the latest VBAK service can be
flexibly scaled for customers whose
requirements rapidly increase or decrease
through corporate or commercial change.
The importance of archiving
Managed services have also been developed
and launched for Information Lifecycle
Management, helping customers to archive
inactive yet still important email and file
system data securely and cost effectively for
longer periods to meet operational,
commercial and legislative requirements. 
Many customers of the VBAK service for
data backup are now subscribing to the
archiving service as well, to protect their
business information in case of disaster or
outage, whilst better managing their
information day-to-day for improved
operational efficiency, IT utilisation and
retrieval of information for legal and
regulatory compliance.
Enterprise class email
An industry leading service for Managed
Exchange has been launched to provide
customers with a dedicated and resilient
enterprise class Exchange 2003
environment. In most organisations,
employees’ dependence on email messaging
has increased, while their IT departments
have faced the challenging and complex
task of maintaining email availability to
meet this demand.
InTechnology’s Managed Exchange Service
reduces the cost of deploying and managing
Microsoft Exchange and offers improved
availability and productivity, advanced security
and resilient data storage. With remote
management by InTechnology’s Exchange
experts, clients gain protection against
malicious external threats through integrated
anti-virus, spam and content filtering, as well
as seamless data backup and recovery.
The first customer for the new service is
Compel Group plc, the UK’s biggest IT rental
company, who have outsourced their email
management, data backup and storage to
InTechnology.
InTechnology aims 
to meet the needs 
of existing customers as
they develop and grow page 10
InTechnology plc Annual Report and Financial Statements 2006
Strategic network expansion
Major enhancements have been made to
InTechnology’s LANnet network, which
carries data and voice communications
securely around the UK. The enhancements
increase the network’s coverage and treble
the number of points-of-presence through
which customers can be connected. This
expansion is of strategic importance to
InTechnology’s development of Managed
Services because, once a customer is
connected to the network, additional
services can readily be delivered on the
network at minimal additional cost.
Investment in e-business
InTechnology is investing in new CRM and
ERP systems to increase the reach of its
services to customers and improve the
overall customer experience while reducing
the cost of sale. These tools and
applications are being deployed to extend
the potential for e-business for the
Company; customers will be able to scale
their subscription to services up or down,
depending on their changing requirements,
and InTechnology will be able to automate
delivery of new services on-line.
Managed Voice 
Services Division
The market for voice over internet protocol
(‘VOIP’) services in the UK is expanding
rapidly as businesses grasp the many
benefits of voice systems which are
delivered to the desktop via the internet,
benefits which include dramatically
reduced costs and enhanced user
functionality.
To strengthen its position and increase its
focus on this business opportunity,
InTechnology has launched a dedicated
Managed Voice Services Division. A
partnership has been agreed with voice
specialists Evoxus and new managers have
been appointed who have a proven track
record in this marketplace. A new licensing
agreement with software provider
Broadsoft will confirm InTechnology as one
of the largest providers of hosted IP PBX
services in the UK.
Through a partnership with 3Sixty Systems
Limited, the CRM and software
development company, InTechnology’s IP
Voice Connect hosted telephony service is
offered to 3Sixty customers and a
prestigious customer, law firm Robin Simon
LLP, has already signed for the service. page 11
InTechnology plc Annual Report and Financial Statements 2006
Roadmaps for the future
A set of ‘roadmaps’ has been created to
support planning of future technological
development; InTechnology is committed to
working with customers to align future
developments to the key requirements of
tomorrow’s organisations and the
roadmaps will give structure and focus to
this planning, allowing customers to share
in and contribute to planning of services. 
Already being developed are services for:
• Data Management
As part of the new and improved VBAK
Service, InTechnology is developing the
ability to archive primary file and print
data using the same VBAK agents and 
back end vaults. 
InTechnology’s pay-as-you-go email
archiving service, powered by the industry
leading Symantec Enterprise Vault
software, will be further enhanced by
integrating version 7.0 of the software, as
well as supporting additional applications
and protocols.
• Managed Exchange
Added functionality will include single
mailbox recovery and PST (local PC mailbox
files) file migration tools, Blackberry mobile
access and Symantec Enterprise Vault
integration. Additionally, InTechnology will
develop a small business solution, which
offers a shared Exchange infrastructure for
the SME market.
• Web File Service
InTechnology will launch its unique Web
File Service, based on Xythos’ cutting edge
technology, which enables organisations,
and in particular education institutions, to
collaborate and share information across
the campus and with external users
anywhere in the world. The Web File
Service can be accessed from a standard
web browser via secure Internet based 
data storage, file access and simplified
document management. page 12
InTechnology plc Annual Report and Financial Statements 2006
Key business wins
In the past year, InTechnology’s innovative
drive and world class technological
infrastructure has attracted notable new
customers across diverse fields, including
education, construction, retail and law. 
Customers are convinced by the robust and
proven infrastructure platform on which
InTechnology’s services are delivered;
Government certified secure network,
resilient data centres, state of the art
firewall protection, extensive technical and
support skills.
20 of the UK’s top 100 law firms now
subscribe to InTechnology’s Managed
Services to assure the reliability and
integrity of their confidential client and
commercial data. In addition, many
commercial customers have also signed
services contracts such as Carl Bro Limited
(one of the largest international consultancy
groups), and The Financial Training Company
(part of the Kaplan Inc group).
In the public sector, there has been a major
contract win with London Borough of
Bromley, the first large local authority
signing for Managed Services. 
There has been conspicuous success in the
field of education, with InTechnology’s
services now available to all UK higher,
further and adult education institutions
through special agreements with London
Metropolitan Network and United Kingdom
Education and Research Networking
Association (‘UKERNA’). The UKERNA
interconnect agreement enables cost
effective delivery of VBAK automated data
back-up, data archiving, hosting and web
file services to institutions connected to
the network.  page 13
InTechnology plc Annual Report and Financial Statements 2006
Management team
The Rt. Hon Lord Parkinson, 
Chairman and Senior 
non-Executive Director, 
aged 74
Lord Parkinson was appointed to the
Board in July 2000 as a non-Executive
Director and is Chairman of the Audit
Committee and a member of the
Remuneration Committee. 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 other
companies including Jarvis Group
Limited, Huntswood plc and Le
Carbone UK Group of Companies.
Charles Scott, 
non-Executive Director, aged 57
Charles Scott joined the board in April
2001 as a non-Executive-Director. A
chartered accountant, he is currently
Chairman of William Hill plc and a
Director of 3 other companies.
Joe McNally, 
non-Executive Director, aged 63
Joe McNally was appointed to the Board
in December 2000 as a non-Executive
Director. 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, 
Chief Executive Officer, aged 52
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 56% shareholding). Peter
was appointed to the Board of InTechnology in July 2000.
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 Dixons Group plc.
In 2002, he formed Digital Interactive Television Group
Limited (‘DITG’) which was subsequently sold to YooMedia
plc in December 2004. Additionally, Peter holds a 25%
stake in Mobile Tornado Group plc, a leading global
provider of instant messaging solutions for mobile
operators including ‘push to talk’ applications.
Andrew Kaberry, 
Finance Director, aged 59
Andrew Kaberry was Finance Director of both STORM
and VData and has worked with Peter Wilkinson
since 1984. Andrew was appointed to the Board of
InTechnology in July 2000. 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.
Non-Executive Directors Executive Directors page 14
InTechnology plc Annual Report and Financial Statements 2006
Steve Pearce, 
Chief Operating Officer and Business
Development Director, aged 47
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, aged 40
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, aged 45
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.
Jason Firth,
Director of Professional Services,
aged 35
Jason Firth joined InTechnology in July 2003
as Customer Services Director before joining
the Board in September 2005 as Director of
Professional Services. He first worked
alongside Peter Wilkinson in 1995 at Planet
Online Limited and headed up the technical
team at Planetfootball.com and then
became Technical Director of Sports Internet
Group plc before it was sold to BSkyB plc in
2000, where he subsequently went on to be
Technical Director of SkySports.com.
Mark Lower, 
Managing Director Managed 
Voice Services, aged 47
Mark Lower joined the Board of
InTechnology on 23 May 2006. In June
2003 he led a management buyout from 
BT plc of Evoxus Limited; a next generation
telecommunications company, where he
was CEO. His BT career spanned 22 years, 
in two periods, leaving the Company as
Commercial and New Business
Development Director of the Wholesale
division. From 2000 to 2001, Mark was a
Board member; Sales and Customer
Relationship Director at Kingston
Communications plc. He successfully
expanded the regional operation into a
national business, driving sales from £64m
to £100m, instigating industry leading
customer service initiatives and processes.
From 1998 to 2000 he worked for Telewest
Communications Limited, now part of NTL
Group. He was instrumental for managing
the successful integration and operation of
a number of cable companies acquired
during this period and held the position of
Sales and Marketing Director for the
Business division. page 15
InTechnology plc Annual Report and Financial Statements 2006
Directors’ report
The Directors present their annual report
and audited financial statements of the
Company and the Group for the year ended
31 March 2006.
Principal activities
InTechnology plc is a specialist advanced
data technology Group providing services
and products via channel partners for data
storage and deployment, data management,
protection and security through its wide-
area private network infrastructure.
Business review
The information that fulfils the requirements
of the Business Review can be found in the
Chief Executive Officer’s report, Financial
review and Technology review on pages 3 to
12 which are incorporated within this report
by reference.
Results and dividends
The Directors are unable to recommend the
payment of a dividend in respect of the year
ended 31 March 2006 (2005: £nil). The
Company currently intends to reinvest 
future earnings to finance the growth of 
the business.
The loss sustained for the financial year 
of £11,661,000 (2005: £2,575,000) will be
deducted from reserves.
Charitable and political
donations
The contributions made by the Group during
the year for charitable purposes totalled
£26,000 (2005: £16,000), comprising
children’s charities £7,000 and tsunami
disaster relief £19,000. The Group made no
political contributions (2005: £nil).
Directors
The Directors of the Company during the year
ended 31 March 2006, together with brief
biographies, are shown on pages 13 to 14,
with the exception of Charles Cameron who
resigned as a director on 21 April 2005 and
John Swingewood who resigned as a director
on 20 September 2005.
Re-election of Directors
In accordance with the Articles of
Association of the Company, Directors will
retire by rotation. Accordingly, Steve Pearce,
Bryn Sage, Jason Firth, Mark Lower and the
Rt. Hon. Lord Parkinson (aged 74) 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. page 16
InTechnology plc Annual Report and Financial Statements 2006
Directors’ remuneration and
interests
The Remuneration report is set out on pages 
22 to 25. 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 19 to 21.
Details of related party transactions involving
Directors of the Company are given in note
26 to the financial statements.
Substantial shareholdings
At 30 June 2006, 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 55.6%
Artemis Investment
Management Limited 8.4%
Jon Wood 7.5%
Andrew Kaberry 5.2%
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. page 17
InTechnology plc Annual Report and Financial Statements 2006
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.
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. page 18
InTechnology plc Annual Report and Financial Statements 2006
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 2006 average
creditor days for the Group and Company
were 27 days (2005: 31 days) and 32 days
(2005: 33 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 8 August 2006. Details of the business to
be proposed at the AGM are contained
within the Notice of Meeting, which is set
out on pages 58 and 59.
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.
So far as each director is aware, there is
no relevant information of which the
Company’s auditors are unaware. Each
director has taken all the steps that he
ought to have taken as a director in order 
to make himself aware of any relevant 
audit information and to establish that 
the company’s auditors are aware of 
that information.
By order of the Board
Richard James
Company Secretary
30 June 2006
Richard James page 19
InTechnology plc Annual Report and Financial Statements 2006
Corporate governance
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 ‘FRC Combined Code on
Corporate Governance’ . 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 Chairman
and two other non-Executive Directors.
The roles of 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 Chairman 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 Chairman 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 the granting of share options. page 20
InTechnology plc Annual Report and Financial Statements 2006
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
Chairman 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 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.
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 discussed at monthly
Board meetings. Where lapses in
internal control are detected, these
are rectified.
c. The Company’s cash flow is 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. page 21
InTechnology plc Annual Report and Financial Statements 2006
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
32 and 33 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
2006, 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 
30 June 2006 Remuneration report
page 22
InTechnology plc Annual Report and Financial Statements 2006
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
contents of this report are unaudited unless
clearly identified as audited.
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
Chairman 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 Chairman and Directors
have interests in share options as disclosed
on page 25.
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. page 23
InTechnology plc Annual Report and Financial Statements 2006
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 (audited)
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 2006
were £64,000 (2005: £60,000). 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
Andrew Kaberry 6 months
Richard James 12 months
Steve Pearce 6 months
Bryn Sage 6 months
Jason Firth 12 months
With the exception of the contract with
Richard James, 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. page 24
InTechnology plc Annual Report and Financial Statements 2006
Directors’ emoluments (audited)
The remuneration of the Directors of the Company was as follows:
2006 2005
Salary Bonus Pay in lieu Benefits Pension Total Total
of notice in kind contributions
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
Peter Wilkinson 212 - - 34 2 248 250
John Swingewood 59 3- - 8 70 171
Charles Cameron 13 1 187 3 25 228 216
Bryn Sage 110 52 - 24 5 191 206
Andrew Kaberry 150 - - 29 12 191 189
Richard James 150 12 - 5 - 167 179
Jason Firth 42 24 -8 4 79 -
Steve Pearce 150 - - 22 8 180 200
886 92 187 125 64 1,354 1,411
Fees Bonus Pay in lieu Benefits Pension Total Total
of notice in kind contributions
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Non-Executive Directors
The Rt. Hon. Lord Parkinson 50 -- - - 50 50
Joe McNally 30 - - - - 30 30
Charles Scott 30 - - - - 30 30
110 - - - - 110 110
Total 996 92 187 125 64 1,464 1,521
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 in the shares of the Company as at 31 March were:
2006 and 2005
Number Percentage
of shares
held
Peter Wilkinson 78,403,998 55.6%
Andrew Kaberry 7,379,562 5.2%
Steve Pearce 3,939,781 2.8%
89,723,341 63.6%
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 2006 held interests 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 2006. page 25
InTechnology plc Annual Report and Financial Statements 2006
Interests in share options (audited)
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.
The Company has also introduced an Inland Revenue approved Save As You Earn scheme (‘SAYE’). SAYE options will be
exercisable on completion of an associated savings contract. The SAYE options may be granted at a discount of up to 
20% to the market price of the Company’s shares on the day prior to the day of invitation, as permitted by the rules of 
the scheme.
Set out below are details of share options that have been granted to Executive and non-Executive Directors:
Executive Directors No. of Exercise Earliest Expiry
share price exercise date
options (p) date
2006 and 2005
Richard James 400,000 150.0 01/09/03 01/04/11
Richard James 400,000 52.0 04/07/05 04/07/12
Andrew Kaberry 1,596,399 43.3 23/12/02 23/12/09
Bryn Sage 798,200 43.3 23/12/02 23/12/09
Bryn Sage 443,769 1.8 07/01/03 07/01/10
Non-Executive Directors
Lord Parkinson 221,885 1.8 07/01/03 07/01/10
Lord Parkinson 203,178 43.3 23/12/02 23/12/09
Joe McNally 50,000 337.5 01/11/03 01/11/10
Charles Scott 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 2006.
The market price of the Company’s shares at 31 March 2006 was 40.5p (2005: 49.4p) and the range during the year then
ended was 48.4p to 29.0p.
Joe McNally
Non-Executive Director
30 June 2006 Independent auditors’ report to the 
members of InTechnology plc
page 26
InTechnology plc Annual Report and Financial Statements 2006
For the year ended
31 March 2006
We have audited the group and parent
company financial statements (the
‘‘financial statements’’) of InTechnology plc
for the year ended 31 March 2006 which
comprise the Consolidated profit and loss
account, the Consolidated statement of
total recognised gains and losses, the Note
of historical cost losses, the Reconciliation
of movements in Group shareholders’
funds, the Group and Company balance
sheets, the Consolidated cash flow
statement, the Accounting policies and the
related notes. These financial statements
have been prepared under the accounting
policies set out therein.
Respective responsibilities of
Directors and auditors
The directors’ responsibilities for
preparing the Annual Report and the
financial statements in accordance with
applicable law and United Kingdom
Accounting Standards (United Kingdom
Generally Accepted Accounting Practice)
are set out in the Statement of Directors’
Responsibilities.
Our responsibility is to audit the financial
statements in accordance with relevant
legal and regulatory requirements and
International Standards on Auditing (UK
and Ireland). 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
Companies Act 1985. We report to you
whether in our opinion the information
given in the Directors' Report is
consistent with the financial statements.
The information given in the Directors’
Report includes that specific information
presented in the Chief Executive Officer’s
report, the Financial review and the
Technology review that is cross referred
from the Business Review section of the
Directors’ Report. We also report to you
if, in our opinion, 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 other
transactions is not disclosed.
We read other information contained in
the Annual Report, and consider whether
it is consistent with the audited financial
statements. This other information
comprises only the Chairman’s
introduction, Chief Executive Officer’s
report, the Financial review, the
Technology review, the Management
Team, the Directors’ report, the Corporate
Governance report and the Remuneration
report. We consider the implications for
our report if we become aware of any
apparent misstatements or material
inconsistencies with the financial
statements. Our responsibilities do not
extend to any other information.
Basis of audit opinion
We conducted our audit in accordance
with International Standards on Auditing
(UK and Ireland) 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
judgments made by the directors in the
preparation of the financial statements, and
of whether the accounting policies are
appropriate to the group’s and 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, in accordance with United
Kingdom Generally Accepted Accounting
Practice, of the state of the group’s and the
parent company’s affairs as at 31 March
2006 and of the group’s loss and cash
flows for the year then ended;
• the financial statements have been
properly prepared in accordance with the
Companies Act 1985; and
• the information given in the Directors'
Report is consistent with the financial
statements.
PricewaterhouseCoopers LLP
Chartered Accountants and 
Registered Auditors
Leeds
30 June 2006 page 27
Consolidated profit and loss account
For the year ended 31 March 2006
2006 2005
Note £’000 £’000
Turnover
Continuing operations 214,966 220,339
Discontinued operations 69,763 63,183
1 284,729 283,522
Cost of sales 3 (235,656) (230,579)
Gross profit 49,073 52,943
Net operating expenses before depreciation, amortisation of goodwill
and exceptional items (39,359) (42,204)
Depreciation (5,716) (6,388)
Amortisation of goodwill (4,732) (4,635)
Exceptional costs of reorganisation:
- Continuing operations 2 (2,387) -
- Discontinued operations 2 (3,104) -
Net operating expenses 3 (55,298) (53,227)
Group operating (loss) / profit
Continuing operations (885) (403)
Discontinued operations (5,340) 119
Group operating loss 1 (6,225) (284)
Loss on sale of subsidiary undertakings 3 (3,661) -
Net interest payable 4 (2,226) (2,181)
Loss on ordinary activities before taxation (12,112) (2,465)
Tax on loss on ordinary activities 6 451 (110)
Loss sustained for the financial year (11,661) (2,575)
Loss per share (pence)
Basic and diluted 8 (8.26) (1.84)
InTechnology plc Annual Report and Financial Statements 2006 page 28
Consolidated statement of 
total recognised gains and losses
For the year ended 31 March 2006
Note of Group historical cost losses
For the year ended 31 March 2006
2006 2005
£’000 £’000
Loss sustained for the financial year (11,661) (2,575)
Unrealised gain on revaluation of land & buildings - 1,754
Exchange gain on translation of overseas subsidiaries - 172
Exchange loss on translation of hedging loan - (172)
Total recognised gains and losses relating to the year (11,661) (821)
2006 2005
£’000 £’000
Reported loss on ordinary activities before taxation (12,112) (2,465)
Difference between historical cost depreciation charge and the actual
depreciation charge for the year calculated on the revalued amount 108 -
Historical cost loss on ordinary activities before taxation (12,004) (2,465)
Historical cost loss for the year retained after taxation (11,553) (2,575)
InTechnology plc Annual Report and Financial Statements 2006 page 29
Reconciliation of movements in
Group shareholders’ funds
For the year ended 31 March 2006
2006 2005
Note £’000 £’000
Loss sustained for the financial year (11,661) (2,575)
Unrealised gain on revaluation of land & buildings - 1,754
Proceeds of ordinary share capital issued - 27
Premium on ordinary share capital issued - 248
Exchange gain on translation of overseas subsidiaries - 172
Exchange loss on translation of hedging loan - (172)
Net change in shareholders’ funds (11,661) (546)
Opening shareholders’ funds 19 91,477 92,023
Closing shareholders’ funds 19 79,816 91,477
InTechnology plc Annual Report and Financial Statements 2006 page 30
Balance sheets
As at 31 March 2006
InTechnology plc Annual Report and Financial Statements 2006
Group Company
2006 2005 2006 2005
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 9 65,104 74,813 66,084 70,568
Tangible assets 10 10,424 14,773 10,422 13,795
Investments in subsidiary undertakings 11 - - 7,049 19,180
75,528 89,586 83,555 103,543
Current assets
Stocks 12 6,622 13,179 6,622 12,597
Debtors - due after more than one year 13 - - 1,455 1,455
- due within one year 13 89,247 105,399 88,901 82,286
89,247 105,399 90,356 83,741
Cash at bank and in hand 12,719 10,488 12,661 9,473
108,588 129,066 109,639 105,811
Creditors - amounts falling due within one year 14 (100,285) (118,174) (100,787) (100,166)
Net current assets 8,303 10,892 8,852 5,645
Total assets less current liabilities 83,831 100,478 92,407 109,188
Creditors - amounts falling due 
after more than one year 15 (4,015) (9,001) (12,525) (17,511)
Net assets 79,816 91,477 79,882 91,677
Capital and reserves
Called up share capital - equity 18 & 19 1,411 1,411 1,411 1,411
- non-equity 18 & 19 480 480 480 480
Share premium account 19 188,668 188,668 188,668 188,668
Revaluation reserve 19 1,646 1,754 1,646 1,754
Profit and loss account 19 (112,389) (100,836) (112,323) (100,636)
Shareholders’ funds
(including non-equity interests) 79,816 91,477 79,882 91,677
Shareholders’ funds comprise:
Equity interests 77,576 89,237 77,642 89,437
Non-equity interests 2,240 2,240 2,240 2,240
79,816 91,477 79,882 91,677
The financial statements on pages 27 to 57 were approved by the Board of Directors on 30 June 2006 and were signed on
its behalf by:
Andrew Kaberry
Finance Director page 31
Consolidated cash flow statement
For the year ended 31 March 2006
2006 2005
Note £’000 £’000
Net cash inflow / (outflow) from operating activities 20 10,667 (2,000)
Returns on investments and servicing of finance
Interest received 92 160
Interest element of finance lease payments (232) (282)
Interest paid (2,008) (2,033)
Net cash outflow from returns on investments and servicing of finance (2,148) (2,155)
Taxation paid (822) (1,135)
Capital expenditure and financial investment
Purchase of tangible fixed assets (2,077) (6,106)
Sale of tangible fixed assets 67 1,542
Net cash outflow from capital expenditure and financial investment (2,010) (4,564)
Acquisitions and disposals
Purchase of subsidiary undertakings (including costs) - (980)
Cash disposed of on sale of subsidiary undertakings (2,185) -
Net cash outflow for acquisitions and disposals (2,185) (980)
Net cash inflow / (outflow) before financing 3,502 (10,834)
Financing
Issue of ordinary share capital - 275
Net increase in borrowings 431 6,615
Capital element of finance lease payments (1,706) (1,991)
Net cash (outflow) / inflow from financing (1,275) 4,899
Increase / (decrease) in cash in the year 21 & 22 2,227 (5,935)
InTechnology plc Annual Report and Financial Statements 2006 page 32
Accounting policies
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
(except as explained below) is set out as follows.
Changes in accounting policies
The Group has adopted FRS 21 ‘Events after the balance sheet date’, FRS 22 ‘Earnings per share’ and FRS 25 ‘Financial
instruments: Disclosure and presentation’ . The adoption of these standards have not had an effect on the results of the Group.
Basis of accounting
The financial statements have been prepared in accordance with the historical cost convention modified to include the
revaluation of certain fixed assets.
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 with the exception of freehold land & buildings (which are held at
valuation), 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% to 25%
Leasehold improvements 20%
Office fixtures and fittings 10% to 50%
Vehicles and computer equipment 20% to 50%
Freehold land is not depreciated.
Surpluses arising on the revaluation of tangible fixed assets are credited to a revaluation reserve. On subsequent disposal
of a revaluated asset, the revaluation surplus relating to this asset is transferred to the profit and loss account reserve.
The Directors review tangible fixed assets for impairment if events or changes in circumstances indicate that the carrying
value may not be recoverable.
Investments
Investments in subsidiary undertakings are stated at cost less any provision for impairment.
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.
InTechnology plc Annual Report and Financial Statements 2006 page 33
Accounting policies (continued)
Revenue recognition
The Group only recognises revenue on the sale of equipment when the goods are received by the customer and when
there are no unfulfilled obligations that affect the customer’s final acceptance of the equipment. Service revenues are
recognised over the period to which the service relates. Unrecognised service revenue and associated costs of sale are
included as deferred income and deferred cost respectively in the balance sheet.
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 taken to reserves to the extent they offset exchange
differences 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 or right to
pay less tax, in the future as a result of the reversal of those timing differences. Deferred tax is not provided where a
timing difference arises from the revaluation of fixed assets for which there is no binding agreement to sell.
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. In addition the Group operates a SAYE scheme that is offered on similar terms to all employees.
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.
InTechnology plc Annual Report and Financial Statements 2006 page 34
Notes to the financial statements
For the year ended 31 March 2006
1 Segmental information
Turnover Turnover Group operating
by destination by source (loss) / profit
by source
2006 2005 2006 2005 2006 2005
£’000 £’000 £’000 £’000 £’000 £’000
Geographical analysis
United Kingdom 210,944 217,761 214,966 220,339 (885) (403)
Continental Europe 72,488 64,970 69,763 63,183 (5,340) 119
North America 555 207 - - - -
South and Central America 151 - - - - -
Africa 455 68 - -- -
Asia 136 516 -- --
Total 284,729 283,522 284,729 283,522 (6,225) (284)
Turnover Group operating profit / (loss)
Before goodwill After goodwill
amortisation and amortisation and
exceptional items exceptional items
2006 2005 2006 2005 2006 2005
£’000 £’000 £’000 £’000 £’000 £’000
Business analysis
Specialist Distribution 259,395 261,449 2,229 6,321 (4,763) 3,967
Managed Services 25,334 22,073 1,769 (1,970) (1,462) (4,251)
Total 284,729 283,522 3,998 4,351 (6,225) (284)
Net assets / (liabilities) Including Excluding
goodwill goodwill
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Geographical analysis
United Kingdom 79,939 78,586 14,835 9,031
Continental Europe (123) 12,891 (123) 7,633
Group Total 79,816 91,477 14,712 16,664
Business analysis
Specialist Distribution (excluding cash) 45,069 55,926 12,638 16,067
Managed Services (excluding cash) 22,028 25,063 (10,645) (9,891)
67,097 80,989 1,993 6,176
Cash 12,719 10,488 12,719 10,488
Group Total 79,816 91,477 14,712 16,664
The segmental analysis above excludes net interest payable of £2,226,000 (2005: £2,181,000) which is not analysed by
business segment.
InTechnology plc Annual Report and Financial Statements 2006 page 35
Notes to the financial statements (continued)
2 Exceptional costs of reorganisation
The exceptional costs of reorganisation for continuing operations of £2,387,000 (2005: £nil) relate to headcount reductions
of £1,255,000, property related costs of £760,000 and fixed asset write-offs of £372,000. Reorganisation costs of
£2,017,000 (2005: £nil) have been paid in the year. The corporation tax effect of these costs is a credit of £600,000.
The exceptional costs of reorganisation for discontinued operations of £3,104,000 (2005: £nil) relate to headcount
reductions of £1,627,000, property related costs of £787,000, fixed asset write-offs of £357,000, provision for on-going
support services of £206,000 and legal and professional fees of £127,000. Reorganisation costs of £784,000 (2005: £nil)
have been paid in the year. The corporation tax effect of these costs is a credit of £43,000.
3 Loss on sale of European Operations
On 31 March 2006 the Group substantially ended its European operations by selling Allasso SAS, Allasso GmbH, Allasso
Iberia SAU, Allasso Italia Srl and Allasso Benelux bv (‘Allasso Europe’) for provisional consideration of €7,573,000
(£5,285,000) and also repayment of inter-company debt of €22,700,000 (£15,800,000). Consideration may be subject to
change dependent on collection of debtors and the valuation of stock and will be finalised on 31 March 2007. This resulted
in a provisional loss on disposal of €5,246,000 (£3,661,000). As a result of the material change in the nature and focus of
the Group’s operations that this disposal represented, the European operations have been shown as discontinued
operations in the financial statements. The corporation tax effect of this disposal is a charge of £62,000.
Cost of sales attributed to continuing operations were £174,524,000 and discontinued operations were £61,132,000. Net
operating expenses attributed to continuing operations were £41,327,000 and discontinued operations were £13,971,000.
InTechnology plc Annual Report and Financial Statements 2006 page 36
4 Net interest payable
2006 2005
£’000 £’000
Interest payable on bank loans and overdrafts (76) (42)
Interest payable on other loans (1,935) (1,942)
Amortisation of debt issue costs (75) (75)
Interest payable on finance leases (232) (282)
(2,318) (2,341)
Bank interest receivable 92 160
Net interest payable (2,226) (2,181)
5 Loss on ordinary activities before taxation
2006 2005
£’000 £’000
Loss on ordinary activities before taxation is stated after charging / (crediting):
Staff costs (note 24) 25,211 24,471
Depreciation of owned tangible fixed assets (note 10) 4,311 4,302
Depreciation of leased tangible fixed assets (note 10) 1,405 2,086
Exceptional costs of reorganisation - fixed asset depreciation 332 -
Amortisation of goodwill (note 9) 4,732 4,635
Other operating lease rentals 4,038 3,823
Exceptional operating lease rentals 1,180 -
Auditors’ remuneration - audit 170 175
Auditors’ remuneration - tax compliance 39 48
Net exchange loss on foreign currency borrowings 5 14
Loss / (profit) on disposal of tangible fixed assets 331 (262)
Auditors’ remuneration includes £54,500 (2005: £49,000) in respect of audit services and £14,400 (2005: £22,000) in
respect of tax compliance services provided to the Company.
InTechnology plc Annual Report and Financial Statements 2006 page 37
Notes to the financial statements (continued)
6 Tax on loss on ordinary activities
2006 2005
£’000 £’000
Tax charge comprises:
United Kingdom corporation tax at 30% (2005: 30%)
Current (600) (952)
Over provision in respect of prior years 207 265
UK current tax (393) (687)
Overseas current tax (62) (337)
Overseas over provision in respect of prior years 7 19
Total current tax (448) (1,005)
Deferred tax current year - origination and reversal of timing differences (47) 256
Deferred tax in respect of prior years 946 639
451 (110)
The tax charge is higher (2005: higher) than the standard rate of corporation tax in the UK. The differences are explained
as follows:
2006 2005
£’000 £’000
Loss on ordinary activities before taxation (12,112) (2,465)
At standard rate of corporation tax of 30% (2005: 30%) (3,634) (740)
Effects of:
Amortisation of goodwill 1,409 1,391
Expenses not deductible for tax purposes 3 171
Adjustment to tax charge in respect of previous periods (214) (284)
Capital allowances for year lower than depreciation 489 255
Other permanent differences 473 -
Overseas tax rates / losses not used - 100
Deferred tax not recognised 879 -
Loss on sale of subsidiaries 1,104 -
Disallowable exceptional costs 475 -
Utilisation of losses (536) -
Other timing differences - 112
448 1,005
At 31 March 2006, the Company had accumulated tax losses of £1,188,000 (2005: £2,973,000) which are available for
offset against future trading profits of certain Group operations, subject to agreement with the relevant tax authorities.
InTechnology plc Annual Report and Financial Statements 2006 page 38
7 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 2006 was £11,795,000 (2005:
£2,388,000).
8 Loss per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders of £11,661,000 (2005:
£2,575,000) by the weighted average number of ordinary shares in issue during the year of 141,111,944 (2005:
139,575,879).
The adjusted basic earnings per share has been calculated to provide a better understanding of the underlying
performance of the Group as follows:
2006 2005
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 (11,661) (8.26) (2,575) (1.84)
Amortisation of goodwill 4,732 3.35 4,635 3.32
Exceptional costs of reorganisation (note 2) 4,848 3.44 - -
Loss on sale of subsidiary undertakings (note 3) 3,723 2.64 - -
Adjusted basic earnings per share 1,642 1.17 2,060 1.48
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 22 ‘Earnings per share’ .
InTechnology plc Annual Report and Financial Statements 2006 page 39
Notes to the financial statements (continued)
9 Intangible fixed assets
Group Goodwill
£’000
Cost
At 1 April 2005 174,795
Disposals (5,678)
Exchange difference on contingent consideration paid 2
At 31 March 2006 169,119
Amortisation
At 1 April 2005 99,982
Charge for the year 4,732
Disposals (699)
At 31 March 2006 104,015
Net book amount at 31 March 2006 65,104
Net book amount at 31 March 2005 74,813
Company Goodwill
£’000
Cost
At 1 April 2005 and 31 March 2006 168,518
Amortisation
At 1 April 2005 97,950
Charge for the year 4,484
At 31 March 2006 102,434
Net book amount at 31 March 2006 66,084
Net book amount at 31 March 2005 70,568
InTechnology plc Annual Report and Financial Statements 2006 page 40
10 Tangible fixed assets
Group Freehold Leasehold Office Vehicles & Total
land & improve- fixtures & computer
buildings ments fittings equipment
£’000 £’000 £’000 £’000 £’000
Cost or valuation
At 1 April 2005 3,850 1,739 2,354 28,701 36,644
Additions - 174 31 2,528 2,733
Disposals - (51) (1,070) (3,474) (4,595)
Exchange adjustments - - 9 19 28
At 31 March 2006 3,850 1,862 1,324 27,774 34,810
Accumulated depreciation
At 1 April 2005 - 1,236 1,651 18,984 21,871
Charge for the year 211 348 343 5,146 6,048
Disposals - (41) (760) (2,753) (3,554)
Exchange adjustments - - 219 21
At 31 March 2006 211 1,543 1,236 21,396 24,386
Net book amount at 31 March 2006 3,639 319 88 6,378 10,424
Net book amount at 31 March 2005 3,850 503 703 9,717 14,773
InTechnology plc Annual Report and Financial Statements 2006 page 41
Notes to the financial statements (continued)
10 Tangible fixed assets (continued)
Company Freehold Leasehold Office Vehicles & Total
land & improve- fixtures & computer
buildings ments fittings equipment
£’000 £’000 £’000 £’000 £’000
Cost or valuation
At 1 April 2005 3,850 1,739 1,726 27,060 34,375
Additions - 174 31 2,319 2,524
Disposals - (51) (438) (1,913) (2,402)
At 31 March 2006 3,850 1,862 1,319 27,466 34,497
Accumulated depreciation
At 1 April 2005 - 1,236 1,558 17,786 20,580
Charge for the year 211 348 94 4,847 5,500
Disposals - (41) (416) (1,548) (2,005)
At 31 March 2006 211 1,543 1,236 21,085 24,075
Net book amount at 31 March 2006 3,639 319 83 6,381 10,422
Net book amount at 31 March 2005 3,850 503 168 9,274 13,795
The net book amount of Group and Company tangible fixed assets includes an amount of £2,005,000 (2005: £2,864,000) in
respect of assets held under finance leases.
InTechnology plc Annual Report and Financial Statements 2006 page 42
10 Tangible fixed assets (continued)
Analysis of net book amount of freehold land & buildings Group and Company
2006 2005
£’000 £’000
Freehold land 1,200 1,200
Freehold buildings 2,439 2,650
3,639 3,850
The freehold land and buildings occupied by the Company were revalued by external valuers King Sturge LLP at 31 March
2005 on the basis of existing use value, in accordance with the Appraisal and Valuation Manual of the Royal Institution of
Chartered Surveyors in the United Kingdom.
No deferred tax is provided on timing differences arising from the revaluation of fixed assets unless, by the balance sheet
date, a binding commitment to sell the asset has been entered into and it is unlikely that any gain will be rolled over.
The assets that have been revalued comprise the following land and buildings:
Group and Company
Freehold Freehold Total
land buildings
£’000 £’000 £’000
Net book value at 31 March 2006 1,200 2,439 3,639
Historical cost:
Cost 339 2,416 2,755
Accumulated depreciation - (762) (762)
Net book value 339 1,654 1,993
InTechnology plc Annual Report and Financial Statements 2006 page 43
Notes to the financial statements (continued)
11 Investments
Company
£’000
Shares in group undertakings
At 1 April 2005 19,180
Subsidiary undertakings:
Capital restructure of Allasso GmbH and Allasso Benelux BV 1,176
Write down in carrying value of Allasso AG (43)
Disposal of Allasso Europe (13,264)
At 31 March 2006 7,049
Investments in Group undertakings are stated at cost.
Details of the principal investments at 31 March 2006 in which the Group or Company holds more than 20% of the
nominal value of ordinary share capital are as follows:
Subsidiary Country of Nature of Group Company
undertakings incorporation business proportion proportion
or registration held held
Allasso AG Switzerland Sale of computer security products 100% 100%
and ancillary services
Allasso Limited England Dormant 100% 100%
HOLF Technologies Limited England Dormant 100% 100%
VData Limited England Dormant 100% 100%
Integrated Technology
(Europe) Limited England Dormant 100% 100%
12 Stocks
Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Goods for re-sale 6,622 13,179 6,622 12,597
InTechnology plc Annual Report and Financial Statements 2006 page 44
13 Debtors
Group Company
2006 2005 2006 2005
£’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 57,636 62,015 57,479 41,468
Other debtors 10,781 12,420 10,781 11,008
Deferred tax asset (note 17) 2,004 1,105 2,004 1,105
Corporation tax 380 576 380 155
Prepayments and accrued income 3,855 5,172 3,805 3,660
Deferred cost of sales 14,591 24,111 14,257 13,233
Amounts owed by Group undertakings - - 195 11,657
89,247 105,399 88,901 82,286
Total 89,247 105,399 90,356 83,741
Amounts owed by Group undertakings are unsecured.
InTechnology plc Annual Report and Financial Statements 2006 page 45
Notes to the financial statements (continued)
14 Creditors - amounts falling due within one year
Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Other borrowings (IBM) 22,040 17,246 22,040 17,246
Loan from Peter Wilkinson 4,943 4,930 4,943 4,930
Obligations under finance leases 1,173 1,511 1,173 1,487
Trade creditors 42,932 52,139 42,840 47,163
Other taxation and social security 4,372 5,337 4,385 3,811
Other creditors 1,256 673 1,256 70
Accruals 6,466 4,744 6,513 3,343
Deferred income 17,103 29,300 16,728 16,408
Contingent consideration - 2,294 - 2,294
Amounts owed to Group undertakings - - 909 3,414
100,285 118,174 100,787 100,166
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.
15 Creditors - amounts falling due after more than one year
Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Other borrowings (IBM) - 573 - 573
Loan from Peter Wilkinson 3,707 7,395 3,707 7,395
Obligations under finance leases 308 1,033 308 1,033
Amounts owed to Group undertakings - - 8,510 8,510
4,015 9,001 12,525 17,511
Amounts owed by Group undertakings are unsecured.
InTechnology plc Annual Report and Financial Statements 2006 page 46
15 Creditors - amounts falling due after more than one year (continued)
Other borrowings and finance leases are repayable as follows:
Other borrowings (IBM) Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
In one year or less 22,040 17,246 22,040 17,246
Between one and two years - 573 - 573
22,040 17,819 22,040 17,819
Loan from Peter Wilkinson Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
In one year or less 5,000 5,000 5,000 5,000
Between one and two years 3,750 5,000 3,750 5,000
Between two and five years - 2,500 - 2,500
Unamortised debt issue costs (100) (175) (100) (175)
8,650 12,325 8,650 12,325
Finance Leases Group Company
2006 2005 2006 2005
£’000 £’000 £’000 £’000
In one year or less 1,173 1,511 1,173 1,487
Between one and two years 266 957 266 957
Between two and five years 42 76 42 76
1,481 2,544 1,481 2,520
16 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 £19,452,000, £8,650,000 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.
InTechnology plc Annual Report and Financial Statements 2006 page 47
Notes to the financial statements (continued)
16 Financial instruments (continued)
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 a sterling invoice discounting facility of
£24,496,000 (2005: £26,728,000) with IBM, of which £19,385,000 (2005: £14,953,000) was used as at 31 March 2006. 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 with the exception of the
Currency exposure analysis.
Interest rate risk profile of financial assets
The interest rate profile of the financial assets of the Group comprise cash of £12,719,000 as follows:
Currency Floating Rate
2006 2005
£’000 £’000
Sterling 11,593 8,242
US dollar 488 1,337
Euro 638 909
12,719 10,488
The sterling, US dollar and euro financial assets relate to cash at bank and bear interest based on GBP LIBOR, US Dollar
LIBOR and EURIBOR respectively. There are no fixed rate financial assets (2005: £nil).
Interest rate risk profile of financial liabilities
The interest rate profile of the financial liabilities of the Group is as follows:
Sterling Euro Total
2006 2005 2006 2005 2006 2005
£’000 £’000 £’000 £’000 £’000 £’000
Floating rate other borrowings (IBM) 21,458 14,953 582 2,866 22,040 17,819
Fixed rate loan from Peter Wilkinson 8,650 12,325 - - 8,650 12,325
Fixed rate finance leases 1,481 2,520 - 24 1,481 2,544
Deferred shares 480 480 - - 480 480
Contingent consideration (zero interest) - 50 - 2,244 - 2,294
Total 32,069 30,328 582 5,134 32,651 35,462
Weighted average fixed interest rate 8.67% 8.85% - 3.37% 8.67% 8.85%
Weighted average period for which rate
is fixed 1.3 years 2.1 years - 2.6 years 1.3 years 2.1 years
Weighted average period to maturity on 
which no interest is paid - 0.3 years - 0.3 years - 0.3 years
InTechnology plc Annual Report and Financial Statements 2006 page 48
16 Financial instruments (continued)
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 15. The floating rate sterling and Euro loans bear interest by reference to GBP LIBOR and EURIBOR respectively and
are repayable as set out in note 15.
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:
2006 2005
£’000 £’000
Expiring within one year 5,111 11,774
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 values of
financial assets and liabilities as at 31 March 2006 approximate to the book value at those dates based on comparison
with similar instruments available from alternative providers.
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.
2006 2005
£’000 £’000
Functional currency of operation: Sterling
US dollar (liabilities) / assets (net) (2,795) 5,199
Euro assets (net) 20,788 219
17,993 5,418
Functional currency of operation: Euro
US dollar liabilities (net) (89) (12,722)
Sterling assets (net) -8
(89) (12,714)
Hedges
With the exception of the hedging loan explained above the Group does not operate any hedging instruments.
InTechnology plc Annual Report and Financial Statements 2006 page 49
Notes to the financial statements (continued)
17 Deferred tax asset
Group and
Company
£’000
At 1 April 2005 1,105
Credited to the profit and loss account (note 6) 899
At 31 March 2006 2,004
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 Amount recognised Amount not recognised
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Depreciation in excess of capital allowances 1,424 969 - -
Short term timing differences 215 136 - -
Pensions 9 - - -
Losses carried forward 356 - - 1,021
2,004 1,105 - 1,021
Company Amount recognised Amount not recognised
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Depreciation in excess of capital allowances 1,424 969 - -
Short term timing differences 215 136 - -
Pensions 9 - - -
Losses carried forward 356 - - 892
2,004 1,105 - 892
No provision has been made for deferred tax on revalued property. The tax on the gains arising would only become
payable if the property were sold without rollover relief being available. The tax which would be payable under such
circumstances is estimated to be £526,000 (2005: £526,000). These assets are expected to be used in the continuing
operations of the business and, therefore, no tax is expected to be paid in the foreseeable future.
InTechnology plc Annual Report and Financial Statements 2006 page 50
18 Called up share capital
Company
2006 2005
£’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
2006 2005
£’000 £’000
Allotted, called up and fully paid
141,111,944 (2005: 141,111,944) Ordinary shares of 1p each 1,411 1,411
48,000,000 Deferred shares of 1p each 480 480
Total 1,891 1,891
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.
InTechnology plc Annual Report and Financial Statements 2006 page 51
Notes to the financial statements (continued)
18 Called up share capital (continued)
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.
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:
Name of scheme No. of shares Exercise Earliest exercise Expiry
2006 2005 price (p) date date
HOLF scheme 7,078,373 7,078,373 43.3 23/12/02 23/12/09
VData scheme 3,135,917 3,135,917 1.8 07/01/03 07/01/10
InTechnology scheme 1,613,463 1,613,463 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 1,578,000 61.0 01/08/06 01/08/13
InTechnology scheme 517,500 517,500 65.0 15/07/03-11/06/05 15/07/06-11/06/12
InTechnology scheme 600,000 600,000 150.0 01/09/03-09/10/03 01/09/10-09/10/10
InTechnology scheme 304,000 304,000 172.0 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
InTechnology SAYE scheme 1,575,882 - 50.0 01/04/08 01/10/08
InTechnology scheme 70,000 - 46.0 21/06/08 21/06/15
18,293,135 16,647,253
Further details of the share option schemes in operation are given under the heading ‘Interests in share options’ in the
Remuneration Report on pages 22 to 25.
InTechnology plc Annual Report and Financial Statements 2006 page 52
19 Shareholders’ funds
Group Ordinary Deferred Share Revaluation Profit & Total
share shares premium reserve loss shareholders’
capital account account funds
£’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2005 1,411 480 188,668 1,754 (100,836) 91,477
Difference between historical cost depreciation
charge and the actual depreciation charge for 
the year calculated on the revalued amount - - - (108) 108 -
Loss sustained for the year - - - - (11,661) (11,661)
At 31 March 2006 1,411 480 188,668 1,646 (112,389) 79,816
Company Ordinary Deferred Share Revaluation Profit & Total
share shares premium reserve loss shareholders’
capital account account funds
£’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2005 1,411 480 188,668 1,754 (100,636) 91,677
Difference between historical cost depreciation
charge and the actual depreciation charge for 
the year calculated on the revalued amount - - - (108) 108 -
Loss sustained for the year - - - - (11,795) (11,795)
At 31 March 2006 1,411 480 188,668 1,646 (112,323) 79,882
InTechnology plc Annual Report and Financial Statements 2006 page 53
Notes to the financial statements (continued)
20 Reconciliation of operating loss to net cash inflow / (outflow) from operating activities
2006 2005
£’000 £’000
Operating loss (6,225) (284)
Depreciation of tangible fixed assets 5,716 6,388
Goodwill amortisation 4,732 4,635
Exceptional costs of reorganisation - fixed asset depreciation 332 -
Loss / (profit) on disposal of tangible fixed assets 331 (262)
Exchange movements 5 14
Decrease / (increase) in stocks 5,227 (2,368)
Increase in debtors (2,844) (12,901)
Increase in creditors and provisions 3,393 2,778
Net cash inflow / (outflow) from operating activities 10,667 (2,000)
InTechnology plc Annual Report and Financial Statements 2006 page 54
21 Reconciliation of movement in net debt
2006 2005
£’000 £’000
Increase / (decrease) in cash in the year 2,227 (5,935)
Net cash outflow from decrease in finance leases 1,706 1,991
Net cash inflow from advance of debt (431) (6,615)
Change in net debt resulting from cash flows 3,502 (10,559)
Non-cash changes:
Exchange movements (36) (91)
Inception of new finance leases (656) (1,070)
Finance leases on disposal 13 -
Debt issue costs (75) (75)
Movement in net debt in the year 2,748 (11,795)
Net debt at start of year (22,200) (10,405)
Net debt at end of year (19,452) (22,200)
InTechnology plc Annual Report and Financial Statements 2006 page 55
Notes to the financial statements (continued)
22 Analysis of net debt
At 1 April Cashflow Disposals Exchange Other At 31 March
2005 movements non-cash 2006
changes
£’000 £’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 10,488 2,227 - 4 - 12,719
Finance leases (2,544) 1,706 13 - (656) (1,481)
Debt due after more than one year (7,968) 4,252 - (8) - (3,724)
Debt due within one year (22,176) (4,683) - (32) (75) (26,966)
Net debt (22,200) 3,502 13 (36) (731) (19,452)
23 Directors’ emoluments
A detailed analysis of Directors’ individual emoluments, together with information on pensions, including that of the
highest paid Director, is given in the Remuneration report on page 24.
2006 2005
£’000 £’000
Aggregate emoluments 1,103 1,351
Company contributions to defined contribution pension schemes 64 60
Compensation paid to past director for loss of office 187 -
Sums paid to third parties for directors’ services 110 110
1,464 1,521
During the year, retirement benefits were accruing to seven (2005: seven) Executive Directors under defined contribution
pension schemes.
InTechnology plc Annual Report and Financial Statements 2006 page 56
24 Employee information
The average monthly number of persons (including Executive Directors) employed by the Group during the year was:
By category 2006 2005
Number Number
Sales 208 202
Technical 109 102
Operations 103 115
Administration 95 91
515 510
Staff costs for the persons above were:
2006 2005
£’000 £’000
Wages and salaries 21,420 20,811
Social security costs 3,448 3,350
Pension costs 343 310
25,211 24,471
25 Financial commitments
At 31 March 2006, the Group had annual commitments under non-cancellable operating leases as follows:
Land & buildings Other assets
2006 2005 2006 2005
£’000 £’000 £’000 £’000
Expiring within one year - 305 187 244
Expiring within one to two years 217 265 37 74
Expiring within two to five years 1,943 1,501 - 173
Expiring after five years 1,110 1,296 - -
3,270 3,367 224 491
InTechnology plc Annual Report and Financial Statements 2006 page 57
Notes to the financial statements (continued)
26 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.
Peter Wilkinson, the Chief Executive Officer of the Group, made a loan of £15,000,000 to InTechnology 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 2006
was £8,750,000 (2005: £12,500,000) and related interested payments in the year were £851,000 (2005: £1,152,000).
Peter Wilkinson is a shareholder in the ultimate parent company of Planetfootball.com Limited, BSkyB. InTechnology has
sold services totalling £233,000 (2005: £190,000) to Planetfootball.com Limited in the year. As at 31 March 2006,
InTechnology was owed £nil (2005: £20,000) by Planetfootball.com Limited.
Peter Wilkinson is a non-Executive Director of, Richard James is a Director of and Peter Wilkinson, Richard James and 
John Swingewood are shareholders in The New Gadget Shop Limited. InTechnology has sold services totalling £34,000
(2005: £100,000) to The New Gadget Shop Limited in the year. As at 31 March 2006, InTechnology was owed £20,000
(2005: £18,000) by The New Gadget Shop Limited.
John Swingewood is a Director of and Peter Wilkinson and John Swingewood hold beneficial interests in shares in
YooMedia plc. InTechnology has sold services totalling £628,000 (2005: £697,000) to YooMedia plc in the year. As at 
31 March 2006, InTechnology was owed £661,000 (2005: £165,000) by YooMedia plc.
Peter Wilkinson is a non-Executive Director and shareholder in and John Swingewood is a Director and shareholder in
Voicescape plc. InTechnology has sold services totalling £2,500 (2005: £1,000) to Voicescape plc in the year. As at 
31 March 2006, InTechnology was owed £250 (2005: £nil) by Voicescape plc.
Richard James and John Swingewood are Directors and shareholders in Eescape Holdings Ltd. InTechnology has sold
services totalling £455,000 (2005: £329,000) to Eescape Holdings Ltd in the year. As at 31 March 2006, InTechnology 
was owed £108,000 (2005: £86,000) by Eescape Holdings Ltd.
John Swingewood is a Director of and Peter Wilkinson, John Swingewood and Richard James are shareholders in Mobile
Tornado Limited. InTechnology has sold services totalling £2,500 (2005: £nil) to Mobile Tornado Limited in the year. As at 
31 March 2006, InTechnology was owed £1,000 (2005: £nil) by Mobile Tornado Limited.
The Company has maintained a current account at various stages during the year with Andrew Kaberry. The maximum
amount owed to the Company under this arrangement was £206,072 (2005: £11,917). This amount was fully repaid during
the year and there was no amount outstanding in respect of this loan as at 31 March 2006.
Included within other debtors are amounts owing from members of the Company’s management team; £10,000 
(2005: £10,000) from Mark Chippendale, £10,000 (2005: £10,000) from Natalie Duffield and £20,750 (2005: £20,750) from
John Arnold.
All transactions with related parties were carried out on an arm’s length basis.
27 Ultimate controlling party
The Directors consider Peter Wilkinson to be the ultimate controlling party by virtue of his shareholding in the Company.
InTechnology plc Annual Report and Financial Statements 2006 page 58
Notice of Annual General Meeting
The Directors hereby give notice that
the Company will hold its Annual
General Meeting at Nidderdale House,
Beckwith Knowle, Otley Road,
Harrogate, HG3 1SA at 11 a.m. on 8
August 2006 (the ‘AGM’) 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 2006.
Resolution 2 To re-appoint Steve
Pearce 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 Bryn
Sage 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 Jason
Firth 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 5 To re-appoint Mark
Lower 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 6 To re-appoint the Rt.
Hon. Lord Parkinson (aged 74) 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 7
and 9 as ordinary resolutions and
Resolution 8 as a special resolution.
Resolution 7 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 £653,304.50, provided that
such authority is for a period expiring
5 years from the date of this
Resolution 7, 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 7
confers had not expired. The authority
which this Resolution 7 confers shall
be in substitution to all subsisting
authorisations under section 80 of
the Act (to the extent unused) which
are hereby revoked.
Resolution 8 That, subject to the
passing of Resolution 7, 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 7 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
£70,555.97,
and shall expire 5 years from the date
of this Resolution 8, 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 8 confers had
not expired.
Resolution 9 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.
5 July 2006
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
InTechnology plc Annual Report and Financial Statements 2006 page 59
Notice of Annual General Meeting (continued)
Notes:
1. A member of the Company (a
‘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 by no later than 11a.m. on 
4 August 2006 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 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 7 August 2006 (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 adjornment
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 20 of the AIM
rules this Notice, the accompanying
Form of proxy 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 pages 13 and 14 of the Annual
Report and Financial Statements 
of the Company for the year ending
31 March 2006.
InTechnology plc Annual Report and Financial Statements 2006 page 60
Form of proxy for InTechnology plc
(Incorporated and registered in England and Wales under number 03916586) (the ‘Company’)
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, Beckwith Knowle, Otley Road, Harrogate, HG3 1SA at 11am on Tuesday 8 August 2006 (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 Steve Pearce.
3. Re-appointment of Bryn Sage.
4. Re-appointment of Jason Firth.
5. Re-appointment of Mark Lower.
6. Re-appointment of the Rt. Hon. Lord Parkinson (aged 74).
7. Ordinary Resolution - That the Directors are authorised to allot relevant securities.
8. Special Resolution - That statutory pre-emption provisions are disapplied and 
the Directors are authorised to allot relevant securities for cash.
9. 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 2006
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 in the case of 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 by no later than 11 a.m. on 4 August 2006 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 24 hours before the time set for the AGM (i.e. 11 a.m. on 7
August 2006) 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 adjornment 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 20 of the AIM rules this
Form of proxy, the accompanying Notice of the AGM 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
" page 62
Corporate information
Registered office:
InTechnology plc
Nidderdale House
Beckwith Knowle
Harrogate
HG3 1SA
Tel +44 (0)1423 850 000
Fax +44 (0)1423 858 855
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
Nominated adviser
and broker:
Panmure Gordon & Co. plc
155 Moorgate
London
EC2M 6XB
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
InTechnology plc Annual Report and Financial Statements 2006
Board of Directors:
The Rt. Hon. Lord Parkinson
Non-Executive Chairman
Joe McNally Non-Executive Director
Charles Scott Non-Executive Director
Peter Wilkinson Chief Executive Office
Richard James Director & Company Secretary
Andrew Kaberry Finance Director
Steve Pearce Chief Operating Officer and Business Development Director
Bryn Sage Sales Director
Jason Firth Director of Professional Services
Mark Lower Managing Director of Managed Voice Services (effective 23 May 2006) page 63
Corporate information (continued)
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
InTechnology Security (UK)
Building 1320
Arlington Business Park
Theale
Reading
RG7 4SA
Tel +44 (0) 1189 711 511
Fax +44 (0) 1189 711 522
InTechnology plc Annual Report and Financial Statements 2006