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Universe Group plc
Southampton International Park
George Curl Way
Southampton
Hampshire
SO18 2RX
United Kingdom
www.universeplc.com
t: +44 (0)23 8068 9510
f: +44 (0)23 8068 9201
Universe Group plc is Registered in England. 
Registered No. 2639726
Universe Group plc
Annual Report 2008
Stock code: UNG
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data smart
Universe Group plc
Established in 1991, Card Clear was admitted to the 
Alternative Investment Market (AIM) in 1995, and renamed 
Universe Group in January 2000.
Universe Group plc is incorporated in the UK and its main 
operations are in the UK, Ireland and Portugal. 
Universe Group operates through two trading subsidiaries, 
HTEC Limited and Jet Set Wash Systems Limited.
Contents
01 Highlights
02 Group at a Glance
04 Chairman’s Statement
06 Chief Executive’s Report
08 Directors and Advisers
10 Directors’  Remuneration Report
12 Corporate Governance Report
13 Directors’ Report
17 Independent Auditors’ Report
18 Consolidated Income Statement
18 Consolidated Statement of Recognised 
Income and Expense
19 Statement of Changes in Equity
20 Balance Sheets
21 Cash Flow Statements
22 Notes to the Accounts
www.universeplc.com
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Annual Report 2008
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Revenue
to £16.6m (2007: £13.2m)
+26%
Gross margin
to 38% (2007: 37%)
Increases
Loss after tax
to £0.3m (2007: £1.9m)
Reduces
Loss per share
to 0.30p (2007: loss of 1.85p)
Reduces
· Successful establishment of JetSet and 
significant contract wins contribute 
£1.5 million to the revenue growth.
 · Successful implementation of global 
5-year on-line loyalty programme.
 · Significant contract wins in Petrol 
Forecourt Solutions division.
Highlights
2006
2006
2007
20
19
18
17
16
15
14
13
12
11
10
11.3
2008
13.2
16.6
Revenue
£m
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Petrol Forecourt Solutions
Universe Data Services
PFS provides managed services to the UK petrol 
forecourt market covering: 
 · Point of sale equipment,
 · Fuel card acceptance solutions,
 · Data analytics and back office systems,
 · Outdoor payment terminals; and
· Automatic number plate recognition to prevent 
fuel theft.
UDS operates a PCIDSS approved data centre to an 
international client base, providing: 
 · On-Line loyalty solutions,
 · Automatic number plate recognition barrier 
control systems,
 · Payment processing solutions; and
 · Data analytics.
Petrol Forecourt Solutions
60%
Percentage of 
Group Revenue
Percentage of 
Group Revenue
Universe Data Services
11%
Group at a Glance
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JetSet
Manufacturing
JetSet are market leaders in vehicle washing technology 
and ancillary forecourt equipment offering state-of-the-
art technology and excellent service.
JetSet offers:
· Supply and maintenance of valeting equipment,
 · Revenue share managed service programmes; and
· Environmentally friendly solutions.
HTEC’S division operates from an ISO 9001 accredited 
facility and offers:
· Bespoke electrics solutions to a specialised customer 
base, comprising design and build capability; and
 · Maintenance services for electronic payment 
terminals.
JetSet
9%
Manufacturing
20%
Percentage of 
Group Revenue
Percentage of 
Group Revenue
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Chairman’s Statement
“Two highlights of the year were the successful launch of an On-line Loyalty 
scheme for a major global oil company, and the contract wins secured by 
JetSet in its  ﬁ rst year of operation.”
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Introduction
During 2008 Universe Group again grew strongly, continuing on 
the track established in the two previous years. Whilst we were 
disappointed to report an operating loss in the first half of the year, 
profitablility showed a considerable improvement in the second half, 
along with further revenue growth.
Two highlights of the year were the successful launch of an On-Line 
Loyalty scheme for a major global oil company, and the contract 
wins secured by JetSet in what was its first year of operation. 
2008 was also the year of the global banking debacle, and this played 
its part in restricting the growth of our operations as potential funding 
lines became more difficult to access. The Group’s position in supplying 
mission critical systems to a blue chip customer base will mitigate the 
impact of the recession on our operations. However, even amongst 
our customers there are signs of capital expenditure being deferred. 
Results and current trading
I am pleased to be able report that, after recording an operating loss 
for the first half of the year, the second half showed a considerable 
improvement in the profitability of the Group. Turnover in the latter 
six months again grew, by 11% compared to the first half of the year, 
and an adjusted operating profit of £0.9 million was generated in 
this second period. 
Overall in 2008 we achieved an adjusted operating profit of £0.5 
million* despite the loss experienced in the first six months. Whilst 
this was a 39% decrease on the adjusted operating profit for 2007, 
over half of the decrease relates to the loss incurred by the JetSet 
business in its start-up year. The statutory operating loss was £0.1 
million (2007: loss of £1.6 million).
As was announced on 8th December 2008, JetSet’s first year of trading 
has been adversely impacted by the banking crisis as it operates a 
business model that requires asset backed finance, which became 
increasingly difficult to secure through the latter months of 2008. 
Consequently, rollout programmes were delayed and both revenue 
and profitability targets in JetSet were missed. The impact of the success 
of JetSet in securing three major contracts during 2008 will start to come 
through as these roll out programmes are completed in 2009.
JetSet contributed 9% to the overall turnover growth of 26% (to £16.6 
million), with the balance provided by the Petrol Forecourt Solutions 
division of HTEC. Turnover within this division grew by 31% to £9.9 
million as a result of the roll out of hardware to the major customers.
The main event within the Universe Data Services division was the 
launch, in the last few weeks of the year, of the On-Line Loyalty system 
for a major oil company. Taking this system live had been delayed for 
nearly a full year by factors outside of our control. The success of this 
launch offers the potential for further growth of this account, and for 
expansion into new retail markets and geographic locations.
Board of Directors
As already announced, Eddie Paul stepped down as Finance 
Director at the end of 2008. Eddie has provided excellent service 
to Universe for many years, and he leaves the Board with our 
thanks. Whilst no longer a Director, Eddie continues to serve as our 
Company Secretary.
At the beginning of 2009 we welcomed Bob Smeeton to the Board, 
replacing Eddie as Finance Director. Bob’s experience in technology 
services and manufacturing companies has already contributed 
greatly to the Group.
Dividend
We continue to be strongly focused on growth and require sufficient 
financial resources to deliver that growth. The tightening of credit 
markets in 2008 and into 2009 means that those resources will largely 
be internally generated. Consequently, we do not recommend paying 
a final dividend for the year. We will review the position regarding 
future dividend payments in the context of the performance of the 
Group.
Prospects
In 2009, the Board’s focus will be on driving profitability in our four 
trading divisions, by growing turnover, improving product mix and 
carefully controlling costs. 
As already mentioned, we are seeing signs of our customers 
delaying decisions on capital expenditure. Consequently, we have 
taken steps to reduce the fixed cost base of the Group and since the 
year end have implemented a headcount reduction programme of 
15%, mainly within the Manufacturing division.
In the current economic climate, each of the four divisions will have 
its own challenges, but I am confident that we will build on the 
progress that has already been made.
John Scholes
Chairman
28th April 2009
* Before exceptional costs comprising restructuring costs of £0.5 million and costs of 
£0.1 million relating to stock obsolescence as a result of EU legislation (2007: Before 
exceptional costs comprising impairment of development costs of £2.3 million and 
restructuring costs of £0.1 million).
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Chief Executive’s Report
Introduction
2008 saw a continuation of the strategy to grow top line revenue 
through increased sales and marketing of a better defined product set. 
The Group’s major market in petrol forecourt retailing continues to be 
dominated by a small number of specialised companies. Universe’s main 
subsidiary HTEC has maintained and grown its leading position in the 
UK as a supplier of payment and loyalty systems, supported by robust 
service management and the supply of business analytics. The new 
JetSet subsidiary has won some very impressive contracts in its first year, 
with oil companies and major retailers. Our focus is still on increasing our 
percentage of business with strong recurring revenue streams.
Financial Performance Review
Group revenues at £16.6 million (2007: £13.2 million) showed a 26% 
increase, with an adjusted operating profit of £0.5 million (2007: 
£0.8 million) down on the prior year mainly due to start up losses of 
£0.2 million at JetSet and investment for revenue growth. Revenue 
growth was strongest in the Petrol Forecourt Solutions division, 
where year on year growth was an impressive 31%. Gross margins 
for the Group increased slightly to 38% (2007: 37%) overall as the 
move from low margin manufacturing continued.
The Board will continue to monitor revenue growth, operating profit 
and customer satisfaction as key performance indicators. Service 
excellence has become an essential element in customer retention, 
and no major customer was lost in 2008. 
Balance Sheet, Cash Flow, Banking Facilities and Going Concern
At the start of 2008 the HBOS funding lines were refreshed and 
increased to allow for the planned acquisitions necessary to create 
the JetSet division. In addition, asset based finance was used to fund 
the acquisition of IT equipment necessary for the On-Line Loyalty 
programme development. 
Later in the year securing asset based financing to fund the JetSet roll 
out programmes was a major challenge, and resulted in fixed asset 
expenditure being largely self funded from working capital resources. 
As a result of the growth in the business and acquisitions, borrowings 
increased from £1.8 million to £3.2 million over the course of 2008. 
Operational cash flows generated income of £0.8 million in 2008, an 
improvement of £1.2 million on the cash outflow reported in 2007. This, 
along with cash generated from the increase in borrowings of £1.3 
million, was used to invest in JetSet equipment and the development 
of the software products in HTEC. The positive cash flows now being 
generated by JetSet equipment and the On-Line Loyalty programme 
will serve to reduce these borrowings over the course of 2009.
During 2008 the Group was in breach of certain of its banking covenants. 
These breaches were subsequently waived by HBOS and amendments 
were made by HBOS to the financial covenants. These amendments to 
the covenants will ensure that the Group remains in compliance with 
its bank facility requirements over the coming 12 months based on the 
financial forecasts set for the business during this period, and which 
management believe will be achieved despite the continuing difficult 
economic conditions. As a result, the Directors have continued to adopt 
the going concern basis in preparing the financial statements.
Senior Management
A well-balanced management group suitable to drive significant 
growth is now in place, and includes experienced executives taken 
from the petroleum retailing sector and wider IT services sector. 
The accumulated knowledge of these managers is framing our 
managed service business approach.
Bob Smeeton joined HTEC in June 2008 and was appointed Group 
Finance Director of Universe Group plc on 1st January 2009. Bob 
was previously European FD of the AIM quoted Opsec Security 
Group plc. He will lead the finance team through a period of 
systems upgrade and financial control development to underpin the 
Group’s growth plans.
The Group’s divisional reporting structure now produces a focus 
and measurement to enable the managers to deliver the growth 
potential. There are three divisions within HTEC:
1.  Petrol Forecourt Solutions (‘PFS’), dealing with petrol retailers’ 
point of sale, payment and business intelligence systems.
2.  Universe Data Systems (‘UDS’), specialising in on-line loyalty and 
payment systems.
3.  Manufacturing (‘CEM’), handling subcontract design, 
development, manufacturing and repair services both for other 
divisions and third parties.
And:
4.  JetSet, which is the new venture based in Bedford, 
manufacturing and selling forecourt valeting equipment. A 
revenue share model for placement of JetSet owned equipment 
on a petrol forecourt site is operated, alongside a traditional 
sales strategy, to ensure regular income from contracts up to 5 
years in length.
Petrol Forecourt Solutions 
HTEC has occupied a prominent position in the UK forecourt 
managed services market for a number of years and its systems 
currently run the petrol forecourts of two major supermarket chains. 
Over one-third of all UK forecourts rely on HTEC systems. The core 
of the business is the supply of point of sale (‘POS’) and payment 
systems. Investment has been made during the year to expand 
and repackage the system elements to allow for expansion into a 
channel sales model, sitting alongside the traditional direct sales 
force. Development of the software continues, both to improve 
functionality for the growing convenience store market and to 
facilitate the roll out of foreign language versions. 
HTEC has a wide range of end to end approvals to handle bank 
and fuel payment cards, and will continue to maintain this market 
leading position. HTEC’s payment terminals are recognised as some 
of the most secure within the industry, meeting the challenges posed 
constantly from card fraud criminals.
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The revenue growth of 31% to £9.9 million (2007: £7.6 million) during 
the year was mainly attributable to continued success in deploying 
outdoor payment terminals (‘OPTs’) into the UK market. This is driven 
by the desire for faster forecourt throughput and unattended 24-
hour stations. We continue to pursue partnering opportunities to 
expand into export markets and see this as an important strategy 
for continued growth. The UK market is a mature market and the 
excellent recurring revenue streams provide the solid base of the 
Universe business.
Universe Data Services 
During the latter part of 2008 UDS began the roll out of what is 
believed to be the largest and only truly global real time loyalty 
scheme on behalf of a major US oil company. The web based 
system is now live in four European countries with licence 
arrangements for many more to come on stream in future periods. 
In excess of 100 million transactions are forecast to be processed 
by our data centre for the first year and significant ongoing revenue 
streams will accrue from the initial five year agreement.
Good progress has been made during the year to establish UDS 
outside of the petrol and oil industry. An agreement has been 
reached with RAPP, a leading global marketing and advertising 
company, for them to feature UDS’s loyalty software as their 
preferred partner solution. As a true global agency, RAPP give 
Universe excellent exposure in a wider market.
The segmental reporting breakdown shows an increase in revenue of 
26% for the year but a divisional loss. Customer dictated roll out delays, 
on the large contract referred to above, resulted in lower revenue than 
anticipated. At the same time, investment in sales and marketing in 
UDS increased the cost base, resulting in a small loss at the divisional 
level. In 2009, the division will benefit from income derived from the 
major global loyalty roll out which will return UDS to profit. 
Long sales cycles are a feature of loyalty systems projects, but the 
growing number of exciting opportunities presenting themselves 
indicates strong future potential based on a recurring revenue model.
Development continued on the number plate recognition software 
(‘ANPR’) to upgrade the software ready for sale through channel 
partners whilst using the HTEC data centre to hold and process data. 
Links are being established to police databases to enhance the 
system capability. The rapidly increasing market for surveillance and 
security products provides a growing sales opportunity for future 
years. The product range now includes car park barrier control 
and visitor systems. Both our hypermarket customers use ANPR to 
prevent non-payment from drive offs at their petrol forecourts.
Manufacturing 
Revenue was down to £3.3 million (2007: £4.1 million) with a gross 
margin of 17% (2007: 12%). The revenue decline was as a result of 
customers transferring production to China. For 2009 the cost base 
has been significantly reduced to return the division to profitability but 
in the current economic climate, no immediate growth is forecast.
JetSet 
The acquisition of the trade and certain assets of an established 
industry manufacturer, AIB Services Limited, based in Bedford, 
enhanced this new venture, which was started in 2007. The concept 
of revenue share from equipment owned by the supplier and sited 
on the customers’ premises resulted in the winning of contracts from 
three major petrol retailers during 2008. The cross selling opportunity 
from other Universe business units is clearly demonstrated here. All 
equipment was manufactured in the Bedford facility and some 530 
units had rolled out by the year end. The integration of the Bedford 
operation, increased costs and delayed equipment placement, 
resulted in a loss for the year of £0.2 million for the division. 
The major constraint on the business was the sudden and 
unprecedented withdrawal of asset backed finance facilities from 
a number of banks which had agreed drawdown facilities prior to 
the credit crisis in the banking sector. JetSet would have moved into 
profit had finance been available to roll out orders as planned.
Despite its initial losses JetSet has won prestigious contracts and has 
excellent future growth potential. 
Outlook
Today, Universe provides mission critical services to two of the 
UK’s hypermarket groups and all five of the major oil companies in 
Europe. The 2008 Retail Marketing Survey from the Energy Institute 
concluded that the previous steady decline in petrol forecourts 
had finally reversed with a modest increase in sites to 9,283 (2007: 
9,271). The Group is well placed to serve the dominant retailers in the 
sector. Currently the Payment Card Industry Data Security Standard 
approved data centre handles £8 billion worth of EFT transactions 
per year and has loyalty schemes with up to 14 million members 
operating in a real time environment.
2008 saw emphasis placed on investment in areas that will 
provide the Group’s future growth. The recruitment of new sales 
staff and increased marketing added £0.6 million to the cost 
base, particularly in PFS and UDS. The changed economic climate 
persuaded the Board in early 2009 that it would be prudent 
to remove some cost to deliver the results currently expected 
by the market. The savings were mainly from reductions in the 
manufacturing workforce and engineering support teams for end of 
life products.
I am confident that the management team will continue to deliver 
sustained year on year growth.
Paul Cooper
Chief Executive Officer
28th April 2009
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Directors and Advisers
Non-Executive Chairman
John Scholes
John Scholes is Chairman and Chief Executive of The Catalyst 
Group International Limited, a privately owned business providing 
corporate development advisory services to companies across 
the technology industry from its offices in the UK, USA, France and 
Germany. John has been closely involved in advising the boards of 
many businesses in the last ten years.
Executive Directors
Paul Cooper — Chief Executive Officer
Paul Cooper became Chief Executive on 1st January 2007 having 
previously been appointed a Non-Executive Director on 
8th September 2006. Paul qualified as a chartered accountant with 
Deloitte before taking up Finance Director roles in industry. Much 
of his business career has been spent in high tech manufacturing 
companies including as European Head of Eltron International 
Limited and Comtec Information Systems Limited. As Group 
Managing Director of Blazepoint Group plc from June 2000 to 
March 2003, he led the company’s AIM flotation.
Bob Smeeton — Finance Director
Bob Smeeton joined Universe earlier this year as the finance director 
of HTEC Limited, the Company’s principal operating subsidiary. Bob, 
who qualified as a chartered accountant whilst at Price Waterhouse,  
was previously at OpSec Security Group PLC, an AIM quoted 
company, latterly as its European Finance Director.
Non-Executive Directors
Barrie Brinkman 
Barrie Brinkman joined the board of HTEC in 1987 and has over 30 
years of electronics and software design experience with a number 
of companies including City Business Products Limited, a subsidiary 
of British Telecommunications plc. He joined the Universe Group 
Board in February 1998 following the Company’s acquisition of HTEC. 
Malcolm Coster
Malcolm Coster joined the Universe Group Board in August 
2007 and is an experienced businessman who has held senior 
international positions in the Management Consultancy and 
Information Technology industries. Malcolm is an experienced 
Chairman, Board Member and Non-Executive Director of several 
well known public companies. Other current positions include 
Chairman of DMW Group, a technology consultancy specialising in 
large-scale project and programme management.
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Directors
J R Scholes (Chairman)
P Cooper 
B L Brinkman
E M Paul (resigned 1/1/09)
M Coster 
R J Smeeton (appointed 1/1/09)
Secretary
E M Paul 
Registered Office
Southampton International Park
George Curl Way
Southampton
Hants
SO18 2RX
Web site
http://www.universeplc.com
Nominated Adviser
Arbuthnot Securities Limited 
Arbuthnot House
20 Ropemaker Street 
London 
EC2Y 9AR
Auditors
Deloitte LLP
Southampton
SO15 2BZ
Solicitors
Fox Williams LLP
Ten Dominion Street
London
EC2M 2EE 
Bankers
Bank of Scotland
144/148 High Street
Southampton
SO14 2JF
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield 
HD8 0LA
Registered Number
2639726
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Directors’ Remuneration Report
The Company is not required to comply with Schedule 7A of the 
Companies Act 1985 or the Listing Rules of the Financial Services 
Authority as its shares are traded on AIM; the following disclosures 
are therefore made on a voluntary basis.
UNAUDITED INFORMATION
The Remuneration Committee
The Remuneration Committee consists of the Non-Executive 
Directors of the Company. The role of the Committee is to determine, 
on behalf of the Board, the Company’s policy on Executive Directors’ 
and other senior employees’ remuneration, within set written 
terms of reference approved by the Board. The remuneration of 
the Non-Executive Directors is approved by the Board of Directors. 
As Chairman of the Committee, I have been asked by the Board to 
report to you on all remuneration matters on its behalf.
Remuneration Policy
The remuneration policy of the Company is:
l to provide a suitable remuneration package to attract, motivate 
and retain Executive Directors who will run the Company 
successfully; and
l to formulate a package that will include a significant proportion 
of performance related pay and to align the Directors’ personal 
interests to those of the shareholders.
Other than as disclosed at note 30 and as shareholders, none 
of the Committee has any personal financial interest, conflicts of 
interest arising from cross-directorships or day-to-day involvement 
in running the business. The Committee makes recommendations 
to the Board. No Director plays a part in any discussion about their 
own remuneration. The Remuneration Committee members are 
expected to draw on their experience to judge where to position 
the Company, relative to other companies’ rates of pay, when 
considering remuneration packages for Executives. The committee 
may use outside professional advice if they consider it necessary. No 
such advice has been sought during the year or preceding year.
Benefits in kind include the provision of medical insurance premiums 
and a car or car allowance. Two Executive Directors participate in 
the Company’s pension plan. The pension contributions represent 
the Company’s contribution to defined contribution pension plans. 
Bonuses and benefits in kind are not pensionable.
All of the Executive Directors have service contracts, which provide 
for notice periods of no more than one year. All the Non-Executive 
Directors have service contracts, which provide for notice periods of 
three months.
The Remuneration Committee recognises the importance of 
appropriate incentive arrangements in assisting with the recruitment 
and retention of senior executives. The Remuneration Committee 
believes that share-based incentives align the interests of 
employees with those of shareholders but recognises that options 
to acquire shares at their market value on the date of grant are not 
always the most appropriate way to achieve this.
An EMI option scheme was set up on 27th June 2007 for the 
Executive Directors of Universe Group plc and an unapproved option 
scheme was set up for the Non-Executive Chairman of Universe 
Group plc on 27th June 2007. These options will lapse if (a) the 
Directors leave employment for any reason other than a ‘Good 
Reason’ as defined within the schemes and (b) at the end of the 
tenth anniversary of the Date of Grant.
The Group also operates a Long Term Incentive Plan (“LTIP”) for 
employees (including certain Executive Directors) selected by 
the Board (but taking account of the recommendations of the 
Remuneration Committee). The LTIP operates by issuing matching 
shares in respect of qualifying share purchases by certain Directors 
and employees. No such shares were issued during 2008.
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Directors’ Detailed Emoluments
 Salary & 
 fees  Benefits Bonus Pension 2008 2007
 £’000 £’000 £’000 £’000 £’000 £’000
Executives
P Cooper 120 6 — 11 137 94
E M Paul 80 7 — 8 95 95
Non-Executives
J R Scholes  32 — — — 32 51
B L Brinkman 20 — — — 20 20
M Coster  25 — — — 25 9
      
 277 13 — 19 309 269
  At 1st Jan     At 31st Dec Exercise
 Scheme 2008 Granted Exercised Lapsed 2008 price
J R Scholes Unapproved 1,250,000 — — — 1,250,000 8p
P Cooper EMI 1,250,000 — — — 1,250,000 8p
E M Paul EMI 625,000 — — — 625,000 8p
       
  3,125,000 — — — 3,125,000
Directors’ share options are exercisable from the date of grant, being 27th June 2007, and expire ten years from the date of grant. 
Interests in Shares
Interests in shares have been disclosed in the Directors’ Report on page 15.
On behalf of the Board
J Scholes
Chairman of the Remuneration Committee
28th April 2009
As disclosed at note 30 two Directors, John Scholes and Malcolm 
Coster, earned interest on loans provided to HTEC Limited and Jet Set 
Wash Systems Limited, two of the Group’s subsidiaries. 
Directors’ Share Options 
Details of share options held by Directors over the ordinary 
shares of the Company are set out below. The Remuneration 
Committee considers and recommends all new long-term incentive 
arrangements for the Executive Directors and other employees. 
The market price of the Company‘s shares at the end of the 
financial year was 2.25p per 5p share (2007: 6.4p per 5p share) 
and the range of market prices during the year was between 2.25p 
and 6.4p.
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Corporate Governance Report
The Board is accountable to the Company’s shareholders for good 
governance and this statement describes how the principles of good 
corporate governance are applied by the Company.
The Group is not required to comply with the Combined Code on 
Corporate Governance issued by the UK Listing Authority, and 
does not currently comply with all of its requirements. However, the 
Group does voluntarily comply with many of the requirements of the 
Combined Code as described in this statement and the Directors’ 
Remuneration Report.
The Board
As at the date of the signing of these accounts, the Board comprises 
two Executive Directors and three Non-Executive Directors. 
The Board meets formally at least ten times a year and full 
information is given to the Directors to enable the Board to 
function effectively and to allow the Directors properly to fulfil their 
responsibilities. Board papers are usually distributed four days in 
advance of meetings and decisions may be deferred if Directors 
require further information to be made available to them. The 
Company Secretary is responsible to the Board for the timeliness of 
the information provided to it.
Board Committees
In furtherance of the principles of Corporate Governance the Board 
has appointed the following Committees, each of which has formal 
terms of reference. The membership of the Committees is shown 
below.
Audit Committee
The Audit Committee, comprising the Non-Executives, is chaired by 
John Scholes and meets two or three times a year with the Executive 
Directors and representatives of the Auditors in attendance as 
required. The Committee assists the Board in the discharge of its 
duties concerning the announcements of results and the Annual 
Report and Accounts and the maintenance of proper internal 
controls; it reviews the Auditors’ findings and considers Group 
accounting policies and the compliance of those policies with 
applicable legal and accounting standards.
Remuneration Committee
The Remuneration Committee, comprising the Non-Executive 
Directors under the chairmanship of John Scholes, sets the Group’s 
overall remuneration policy. It determines, on behalf of the Board, 
the remuneration and other benefits of the Executive Directors. It 
meets on a regular basis, usually twice a year and additionally 
whenever required. The Directors’ Remuneration Report is set out on 
pages 10 and 11.
Internal Controls
The Directors are responsible for the Group’s system of internal 
control. However, such a system is designed to manage, rather 
than eliminate the risk of failure to achieve business objectives 
and can provide only reasonable and not absolute assurance 
against misstatement or loss. The Directors have put in place 
an organisational structure and framework of controls which 
is periodically reviewed for its effectiveness. The key financial 
procedures within the Group’s system of internal control are as 
follows:
l There is a comprehensive budgeting system with the annual 
budget being approved by the Board. Actual results and 
updated forecasts are prepared regularly and compared 
against budget.
l The annual capital investment budget is approved by the Board 
together with significant individual items prior to commitment.
l Significant treasury items are reserved for the Board.
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Directors’ Report
The Directors present their report and the audited accounts for the 
year ended 31st December 2008.
Principal Activities
The principal activity of the Company is as a holding company, with 
two main trading subsidiaries, HTEC Limited (‘HTEC’) and Jet Set 
Wash Systems Limited (‘JetSet’). HTEC is engaged in the provision 
of managed services, payment and loyalty systems for the Petrol 
Forecourt and Retail sector. HTEC continues to invest in developing 
new equipment and systems for its markets. JetSet was established 
in late 2007, focusing on the provision of car wash and valeting 
services.
Result for the Year
For 2008 there was an operating profit before exceptional items 
of £516,000 (2007: £842,000). The Company’s loss for the year 
after interest and exceptional items was £484,000 (2007: loss of 
£1,882,000).
Business Review
A review of business in 2008 is included in the Chief Executive’s 
Report on pages 6 and 7.
Key performance indicators (‘KPIs’)
There are three main KPIs that management monitor within the 
Group:
l The order inflow at HTEC and JetSet each day to ensure that 
annual sales forecasts are on schedule.
l Detailed cost of sales documents, which are prepared each 
month in order that forecast product margins are achieved.
l Performance against contracted service level agreements 
(‘SLAs’).
The performance against these KPIs is discussed in the Chief 
Executive’s Report on page 6.
Principal risks and uncertainties facing the Company
Despite the current economic environment, the market for petrol 
forecourts equipment and services remains steady. The Group has 
been adversely impacted by the availability of asset based lending 
necessary to fund the expansion of its JetSet operations. Whilst these 
funding restrictions persist the expansion of JetSet is likely to be 
slower than would be possible in more normal credit markets.
A discussion of the market, liquidity and credit risks in relation to 
financial instruments held within the Group takes place in note 20.
Going Concern
UK Company Law requires Directors to consider whether it is 
appropriate to prepare the financial statements on the basis that the 
Company and Group are going concerns. Throughout the financial 
statements there are various disclosures relating to going concern. 
The Directors’ report summarises the key themes and references 
those areas where greater disclosure is given.
The Group has good visibility of recurring revenues, which make 
up a significant proportion of annual revenues. However the Group 
does still have some exposure to current economic conditions 
which have the potential to impact annual revenues. The Directors 
have therefore prepared downside sensitised forecasts for the 
current and following years and have implemented a cost reduction 
programme in order to improve operational gearing.
The Group’s main sources of finance are a bank loan, finance leases 
and invoice discounting. The year end amounts outstanding on each 
are disclosed within note 18. In addition to this, the Group has a £0.1 
million overdraft facility that is not currently in use. The bank loan 
has several covenants attached that, if breached, give the lender 
the option to immediately recall the funding. During the year the 
Group breached these covenants on two occasions, although these 
breaches were waived by the lender. Further details are disclosed 
within note 18 to the financial statements.
The downside sensitised forecasts have been reviewed by the 
Directors to ensure that the profit and cash generation derived from 
these forecasts are sufficient to meet the covenants associated with 
the banking facilities, and to ensure that those facilities are sufficient 
to meet the Group’s requirements. This is discussed further within 
liquidity risk in note 20 and is the key uncertainty relating to 
going concern.
As a result of this review, the Directors are of the opinion that the 
Company and Group have adequate resources to continue in 
operational existence for the foreseeable future, and have continued 
to adopt the going concern basis in preparing the financial 
statements.
Financial instruments
Information about the use of financial instruments by the Company 
and its subsidiaries, and the Group’s financial risk management 
policies is given in note 20.
Environment
The Company’s policy with regard to the environment is to ensure 
that the Group’s operational subsidiaries understand and effectively 
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Directors’ Report (continued)
manage the actual and potential environmental impact of their 
activities. Operations are conducted such that they comply with 
all the legal requirements relating to the environments in which 
they operate. During the period covered by this report no Group 
company has incurred any fines or penalties or been investigated 
for any breach of environment regulations.
It is Company policy to continually carry out research and 
development on new products and processes to minimise the 
impact of its operations on the environment.
The Company continues to be impacted by the introduction in 2006 
of the EC Directive on the Restriction of the use of Certain Hazardous 
Substances in Electrical and Electronic Equipment. The RoHS Directive 
seeks to prevent the use of hazardous substances such as lead, 
mercury, cadmium and Polybrominated Biphenyls (PBBs) in the 
production of electrical and electronic equipment. Stock costing 
£93,000 (2007: £nil) that does not comply with the RoHS directive, 
but which originally was being used for exempt activities, has been 
written off during the year.
The Company is committed to minimising its environmental impact 
wherever possible and consequently from 2009 e-Communications 
are to be introduced in order to provide members of the Company 
interim and annual results, and AGM and other notices.
Employees
The quality and commitment of the Group’s employees has played 
a major role in the success of HTEC over many years and JetSet 
over the last year. This has been demonstrated in many ways, 
including improvements in customer satisfaction, the development 
of new product lines and the flexibility employees have shown in 
adapting to changing business requirements and new ways of 
working. Employee turnover remains below the 10% target set by the 
Executive Directors.
Research and development
The Company has a continuing commitment to a high level of 
research and development. During the year expenditure on 
research and development of £967,000 (2007: £813,000) was 
charged to the Consolidated Income Statement. In addition, 
development costs of £569,000 (2007: £650,000) were capitalised. 
Research and development in the year concentrated on 
development of the online loyalty and back-office products.
Dividends
The Directors do not propose the payment of a dividend (2007: £nil).
Supplier payment policy
The Group’s policy is to settle terms of payment with suppliers when 
agreeing the terms of each transaction, ensure that suppliers are 
made aware of the terms of payment and abide by the terms of 
payment. 
Trade creditors were equivalent to 62 (2007: 60) days’ purchases, 
based on the average daily amount invoiced by suppliers during 
the year.
Capital structure
Details of the authorised and issued share capital, together with 
details of the movements in the Company’s issued share capital 
during the year, are shown in note 22. The Company has one class 
of ordinary shares which carry no right to fixed income. Each share 
carries the right to one vote at general meetings of the Company.
There are no specific restrictions on the size of a holding nor on 
the transfer of shares, which are both governed by the general 
provisions of the Articles of Association and prevailing legislation. 
The Directors are not aware of any agreements between holders of 
the Company’s shares that may result in restrictions on the transfer 
of securities or on voting rights.
Details of employee share schemes are set out in note 28. No 
person has any special rights of control over the Company’s share 
capital and all issued shares are fully paid.
Directors’ indemnities
The Company has made qualifying third party indemnity provisions 
for the benefit of its Directors. These provisions remain in force at the 
date of this report.
Annual General Meeting
The resolutions to be processed at the Annual General Meeting 
to be held on 11th June 2009, together with explanatory notes, 
appear in the separate Notice of Annual General Meeting sent to all 
shareholders.
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Substantial shareholdings
As at 15th April 2009 the Company had been notified of the 
following substantial holdings in the ordinary share capital of the 
Company:
  % of
 No. of  voting rights
 ordinary  and issued
Shareholder shares share capital
Ennismore Fund Management 18,217,122 15.9
R J Mackie 9,075,064 7.9
Barclays Wealth 6,807,267 5.9
Rathbone 6,138,595 5.4
J R Scholes 5,691,960 5.0
Post-balance sheet events
Subsequent to the year end the Group has embarked upon a 
cost reduction programme in response to the current economic 
environment. Details of the programme are set out within note 32. 
Directors
The Directors who served throughout the year were as follows:
J R Scholes (Chairman) 
P Cooper 
B L Brinkman
E M Paul (resigned 1st January 2009)
M Coster
Those Directors serving at the end of the year, or date of this report, 
had an interest in the ordinary share capital of the Company at 
31st December as follows:
 Ordinary shares of 5p each
 2008 2007
 No. No.
J R Scholes 5,691,960 690,000
P Cooper 388,460 215,000
B L Brinkman 886,147 886,147
E M Paul 204,951 204,951
M Coster 500,000 250,000
Subsequent to the year end, on 1st January 2009, Bob Smeeton was 
appointed to the Board, at which date he held an interest in 79,160 
ordinary shares of the Company.
Subsequent to the year end Paul Cooper acquired a further 111,540 
ordinary shares giving him an interest in 500,000 ordinary shares.
The Directors had no other disclosable interest under the Companies 
Act 1985 in the shares of the Company or of any other Group company. 
Details of the Directors’ share options are provided in the Directors’ 
remuneration report on page 11.
In accordance with the Articles of Association, Barrie Brinkman offers 
himself for appointment at the forthcoming Annual General Meeting.
Statement of Directors’ responsibilities for the financial 
statements
The Directors are responsible for preparing the Annual Report and 
the financial statements in accordance with applicable law and 
regulations.
Company law requires the Directors to prepare financial statements 
for each financial year. The Directors are required by the IAS 
Regulation to prepare the Group financial statements under IFRSs as 
adopted by the European Union and have also elected to prepare 
the Parent Company financial statements in accordance with IFRSs 
as adopted by the European Union. The financial statements are 
also required by law to be properly prepared in accordance with the 
Companies Act 1985. 
International Accounting Standard 1 requires that financial statements 
present fairly for each financial year the Company’s financial 
position, financial performance and cash flows. This requires the 
faithful representation of the effects of transactions, other events and 
conditions in accordance with the definitions and recognition criteria 
for assets, liabilities, income and expenses set out in the International 
Accounting Standards Board’s ‘Framework for the Preparation and 
Presentation of Financial Statements’. In virtually all circumstances, a 
fair presentation will be achieved by compliance with all applicable 
IFRSs. However, Directors are also required to:
l properly select and apply accounting policies;
l present information, including accounting policies, in a manner 
that provides relevant, reliable, comparable and understandable 
information;
l provide additional disclosures when compliance with the 
specific requirements in IFRSs are insufficient to enable users to 
understand the impact of particular transactions, other events 
and conditions on the entity’s financial position and financial 
performance.
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Directors’ Report (continued)
The Directors are responsible for keeping proper accounting records 
that disclose with reasonable accuracy at any time the financial 
position of the Company and enable them to ensure that the 
financial statements comply with the Companies Act 1985. They are 
also responsible for safeguarding the assets of the Company and 
hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the Company’s 
web site. Legislation in the United Kingdom governing the 
preparation and dissemination of financial statements may differ 
from legislation in other jurisdictions.
Disclosure of information to Auditors
At the date of making this report each of the Company’s Directors, as 
set out on page 9, confirms the following:
l so far as each Director is aware, there is no relevant information 
needed by the Company’s Auditors in connection with preparing 
their report of which the Company’s Auditors are unaware; and
l each Director has taken all steps that he ought to have taken 
as a Director in order to make himself aware of any relevant 
information needed by the Company’s Auditors in connection 
with preparing their report and to establish that the Company’s 
Auditors are aware of that information.
This confirmation is given and should be interpreted in accordance 
with the provisions of s234ZA of the Companies Act 1985.
Auditors
On 1st December 2008 Deloitte & Touche LLP changed its name to 
Deloitte LLP. A resolution to reappoint Deloitte LLP will be proposed at 
the forthcoming Annual General Meeting. 
Approval
The report of the Directors was approved by the Board on 28th April 
2009 and signed on its behalf by:
P Cooper
Director
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Independent Auditors’ Report to the
Members of Universe Group plc
We have audited the Group and Parent Company financial 
statements (“the financial statements”) of Universe Group plc for the 
year ended 31st December 2008 which comprise the consolidated 
income statement, the Group statement of recognised income and 
expense, the Group and Company statement of changes in equity, 
the Group and Company balance sheets, the Group and Company 
cash flow statements and the related notes 1 to 32. These financial 
statements have been prepared under the accounting policies set 
out therein.
This report is made solely to the Company’s members, as a body, 
in accordance with Section 235 of the Companies Act 1985. Our 
audit work has been undertaken so that we might state to the 
Company’s members those matters we are required to state to them 
in an Auditors’ report and for no other purpose. To the fullest extent 
permitted by law, we do not accept or assume responsibility to 
anyone other than the Company and the Company’s members, as a 
body, for our audit work, for this report, or for the opinions we 
have formed.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report and 
the financial statements in accordance with applicable law and 
International Financial Reporting Standards (‘IFRSs’) as adopted 
by the European Union 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).
We report to you our opinion as to whether the financial statements 
give a true and fair view and whether the financial statements are 
properly prepared in accordance with the Companies Act 1985. We 
also report to you whether in our opinion the information given in the 
Directors’ Report is consistent with the financial statements. 
In addition we 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 the other information contained in the Annual Report 
as described in the contents section and consider whether it is 
consistent with the audited financial statements. 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 further 
information outside the Annual Report. 
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 judgements 
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:
l the Group financial statements give a true and fair view, in 
accordance with IFRSs as adopted by the European Union, of the 
state of the Group’s affairs as at 31st December 2008 and of its 
loss for the year then ended;
l the Parent Company’s financial statements give a true and fair 
view, in accordance with IFRSs as adopted by the European 
Union as applied in accordance with the provisions of the 
Companies Act 1985, of the state of the Parent Company’s affairs 
as at 31st December 2008; 
l the financial statements have been properly prepared in 
accordance with the Companies Act 1985; and
l the information given in the Directors’ Report is consistent with 
the financial statements.
Deloitte LLP
Chartered Accountants & Registered Auditors
Southampton, United Kingdom
28th April 2009
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Consolidated Income Statement
year ended 31st December 2008
  Before 
  exceptional  Exceptional 2008 2007
  items items Total Total
 Notes £’000 £’000 £’000 £‘000
Continuing operations
Revenue 2, 3, 4 16,556 — 16,556 13,186
Cost of sales  (10,188) — (10,188) (8,247)
     
Gross profit  6,368 — 6,368 4,939
Administrative expenses 2, 5 (5,852) (627) (6,479) (6,512)
     
Operating profit/(loss) 2 516 (627) (111) (1,573)
Finance costs  5, 6 (353) (20) (373) (309)
     
Profit/(loss) before taxation  163 (647) (484) (1,882)
    
Taxation 8   139 —
     
Loss for the year attributable to 
equity shareholders 7   (345) (1,882)
     
Loss per share
Basic and diluted 9   (0.30)p (1.85)p
Consolidated Statement of Recognised Income and Expense
year ended 31st December 2008
    2008 2007
    Total Total
    £’000 £‘000
Exchange difference on translation of foreign operations    (35) —
     
Net expense recognised directly in equity    (35) —
Loss for the year    (345) (1,882)
     
Total recognised income and expense for the year attributable to equity shareholders  (380) (1,882)
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Statement of Changes in Equity
year ended 31st December 2008
    Merger
 Share  Equity Share reserve on Translation Profit Total
 capital reserve premium acquisition reserve and loss equity
Group £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1st January 2008 5,747 110 10,753 8,603 (181) (5,501) 19,531
Shares issued (see note 22) (12) — — — — — (12)
Loss for the year attributable to 
equity shareholders — — — — — (345) (345)
Translation difference — — — — (35) — (35)
       
At 31st December 2008 5,735 110 10,753 8,603 (216) (5,846) 19,139
       
At 1st January 2007 3,281 — 10,117 8,603 (181) (3,619) 18,201
Shares issued 2,466 — 636 — — — 3,102
Share options issued — 110 — — — — 110
Loss for the year attributable to 
equity shareholders — — — — — (1,882) (1,882)
       
At 31st December 2007 5,747 110 10,753 8,603 (181) (5,501) 19,531
    Merger
 Share  Equity Share reserve on Profit Total
 capital reserve premium acquisition and loss equity
Company £’000 £’000 £’000 £’000 £’000 £’000
At 1st January 2008 5,747 110 10,753 476 (1,397) 15,689
Shares issued (see note 22) (12) — — — — (12)
Loss for the year attributable to 
equity shareholders — — — — (225) (225)
       
At 31st December 2008 5,735 110 10,753 476 (1,622) 15,452
       
At 1st January 2007 3,281 — 10,117 476 636 14,510
Shares issued 2,466 — 636 — — 3,102
Share options issued  — 110 — — — 110
Loss for the year attributable to 
equity shareholders — — — — (2,033) (2,033)
       
At 31st December 2007 5,747 110 10,753 476 (1,397) 15,689
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Balance Sheets
as at 31st December 2008
 Group Company
  2008 2007 2008 2007
 Notes £’000 £’000 £’000 £’000
Non-current assets
Goodwill 10 17,712 17,250 — —
Development costs 11 1,113 800 — —
Property, plant and equipment 12 3,093 2,170 — —
Investments 13 — — 17,117 17,117
     
  21,918 20,220 17,117 17,117
     
Current assets
Inventories 14 1,647 1,768 — —
Trade and other receivables 15 3,061 2,720 148 825
Cash and cash equivalents 15 70 93 — 45
     
  4,778 4,581 148 870
     
Total assets  26,696 24,801 17,265 17,987
     
Current liabilities
Trade and other payables 16 (4,008) (3,119) (167) (122)
Current tax liabilities 17 (315) (373) — —
Short-term borrowings 18 (1,951) (888) (526) (700)
     
  (6,274) (4,380) (693) (822)
     
Non-current liabilities
Medium-term borrowings 18 (1,283) (890) (760) (318)
Other liabilities 19 — — (360) (1,158)
     
  (1,283) (890) (1,120) (1,476)
     
Total liabilities  (7,557) (5,270) (1,813) (2,298)
     
Net assets  19,139 19,531 15,452 15,689
     
Equity
Share capital 22 5,735 5,747 5,735 5,747
Equity reserve 28 110 110 110 110
Share premium  10,753 10,753 10,753 10,753
Other reserves  8,603 8,603 476 476
Translation reserve  (216) (181) — —
Profit and loss account  (5,846) (5,501) (1,622) (1,397)
     
Total equity attributable to equity shareholders  19,139 19,531 15,452 15,689
The financial statements were approved by the Board of Directors and authorised for issue on 28th April 2009. They were signed on its 
behalf by
P Cooper
Director
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Cash Flow Statements
year ended 31st December 2008
 Group Company
  2008 2007 2008 2007
 Notes £’000 £’000 £’000 £’000
Cash flows from operating activities:
Operating loss — continuing operations  (111) (1,573) (86) (1,867)
Depreciation and amortisation  692 601 — —
Impairments  10 2,306 — —
Share-based payment expense  — 110 — 110
     
  591 1,444 (86) (1,757)
Movement in working capital:
Decrease/(increase) in inventories  208 (563) — —
(Increase)/decrease in receivables  (150) (777) 677 (601)
Increase/(decrease) in payables  533 (236) (761) (792)
Interest paid  (353) (309) (139) (166)
Dividends paid  — — — (27)
Tax paid  (3) 20 — —
     
Net cash inflow/(outflow) from operating activities  826 (421) (309) (3,343)
     
Cash flows from investing activities:
Acquisition of subsidiary undertakings 31 (388) — — —
Purchase of plant, property & equipment  (1,198) (371) — —
Expenditure on product development  (569) (650) — (40)
Proceeds from assets held for sale  — 550 — —
     
Net cash outflow from investing activities  (2,155) (471) — (40)
     
Cash flow from financing activities:
Repayments of obligations under finance leases  (439) (101) — —
Repayment of borrowings  (1,389) (3,414) (1,344) (545)
Issue of shares net of expenses  — 3,102 — 3,102
New loans raised  3,134 1,871 1,600 —
     
Net cash inflow from financing  1,306 1,458 256 2,557
     
(Decrease)/increase in cash and cash equivalents  (23) 566 (53) (826)
Cash and cash equivalents at beginning of year  93 (473) 45 871
     
Cash and cash equivalents at end of year  70 93 (8) 45
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Notes to the Accounts
year ended 31st December 2008
1 Significant accounting policies
General information
Universe Group plc is a company incorporated in the United Kingdom under the Companies Act 1985. The address of the registered office is 
given on page 9. The nature of the Group’s operations and its principal activities are set out on page 13.
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these 
financial statements were in issue but not yet effective:
IFRS8 Operating segments
IFRIC11 IFRS2 — Group and Treasury Share Transactions
IFRS2 (amended) Share-based Payment — Vesting Conditions and Cancellations
IFRS3 (revised 2008) Business Combinations
IFRIC12 Service Concession Arrangements
IFRIC14   IAS9 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the 
financial statements of the Group except for additional segment disclosures when IFRS8 comes into effect for periods commencing on or 
after 1st January 2009 and the treatment of the acquisition of subsidiaries when IFRS3 comes into effect for business combinations for which 
the acquisition date is on or after the beginning of the first annual period beginning on or after 1st July 2009.
Basis of accounting
The financial statements have been prepared under the historic cost convention and in accordance with applicable International Financial 
Reporting Standards (IFRS) as adopted for use in the EU and as applied in accordance with the Companies Act 1985.
A summary of the more significant accounting policies, which have been applied consistently, is set out below.
As permitted by section 230 of the Companies Act 1985, the income statement of the Parent Company has not been separately presented in 
the financial statements. The Parent Company’s result for the year is disclosed in the Company statement of changes in equity on page 19.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its 
subsidiaries) made up to 31st December each year. Control is achieved where the Company has the power to govern the financial and 
operating policies of an investee entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date 
of acquisition or up to the effective date of disposal, as appropriate.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation. 
Going concern
The Directors have undertaken a detailed review of the financial position and financial forecasts of the Group as explained in the Directors’ 
Report on page 13 and on the basis of this review have continued to adopt the going concern basis in preparing the financial statements.
Goodwill
Goodwill arising on acquisition represents the excess of the fair value of the consideration given, plus associated costs, for a business, over the 
fair value of the net assets acquired after accounting for identifiable intangible assets. Goodwill is initially recognised as an asset at cost and is 
subsequently measured at cost less any accumulated impairment losses.
Goodwill arising on acquisition is capitalised. In respect of acquisitions prior to 1st January 2004, goodwill is included at the amount recorded 
previously under UK GAAP.
In accordance with IFRS3 ‘Business Combinations’ goodwill is not amortised.
For the purpose of impairment testing, goodwill is allocated to cash-generating units, which are tested for impairment annually or more 
frequently if impairment indicators are found. If the recoverable amount is found to be less than the carrying value, impairment is allocated first 
to goodwill and then pro rata to other assets in the cash-generating unit. 
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any 
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated 
in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other 
assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an 
indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
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1 Significant accounting policies (continued)
Impairment of tangible and intangible assets excluding goodwill (continued)
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are 
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the 
risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the 
asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the 
relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate 
of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined 
had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as 
income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as 
a revaluation increase.
Operating profit
Operating profit is stated after charging restructuring and other exceptional costs but before investment income and finance costs.
Exceptional items
Exceptional items are separately disclosed where the nature of the item is such that it is non-recurring by type and its identification will 
contribute to the user’s understanding of the financial performance of the Group.
Borrowing costs
Borrowing costs are not capitalised. Loan issue costs are accounted for on an accrual basis in the income statement, and are added to the 
carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
Leasing
Where assets are acquired under finance leases (including hire purchase contracts), which confer rights and obligations similar to those attached 
to owned assets, the amount representing the outright purchase price of such assets is included in property, plant and equipment. Depreciation 
is provided in accordance with the accounting policy below. The capital element of future finance lease payments is included in creditors and the 
interest element is charged to the income statement over the period of the lease in proportion to the capital element outstanding. 
Expenditure on operating leases is charged to the income statement on a straight-line basis.
Foreign currencies 
The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it 
operates (its functional currency). For the purposes of the consolidated financial statements, the results and financial position of each Group 
company are expressed in pound sterling, which is the functional currency of the Company and the presentation currency for the consolidated 
financial statements.
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities 
denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains and losses on 
translation are included in the income statement.
The assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates. Profit and loss accounts of such 
undertakings are consolidated at the average rates of exchange during the year. Gains and losses arising on these transactions are taken to 
reserves.
Pension costs 
The Group operates a defined contribution scheme. The assets of the scheme are held separately from those of the Group in an independently 
administered fund. The pension costs charged represent contributions payable by the Group to the fund together with the administration 
charge of the fund. In addition, the Group continues to contribute to personal pension plans for certain employees.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 
because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never 
taxable or deductible. The Group’s liability for tax is calculated using tax rates that have been enacted or substantively enacted by the balance 
sheet date.
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1 Significant accounting policies (continued)
Taxation (continued)
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet 
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised 
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets 
and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or the initial recognition (other than in 
a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investment in subsidiaries and associates, and interests 
in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that 
sufficient tax profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based 
on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in 
the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in 
equity.
Deferred tax assets and liabilities are offset when there is legally enforceable right to set off current tax assets against current tax liabilities and when 
they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Property, plant and equipment
The cost of property, plant and equipment is their purchase price, together with any incidental costs of acquisition.
Depreciation is charged so as to write off the cost of property, plant and equipment less residual value, on a straight-line basis over the 
expected useful lives of the assets concerned. 
The principal annual rates used for this purpose are:
Computer and office equipment  25%
Operational equipment  14%–33%
Leasehold improvements Over the lease term subject to maximum of 20 years
Assets under finance leases are depreciated over useful economic life on the same basis as owned assets or, where shorter, over the term of 
the relevant lease.
Non-current assets held for sale
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction 
rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) 
is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for 
recognition as a completed sale within one year from the date of classification.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services 
in the normal course of business, net of discounts, VAT and other sales related taxes.
Sales of goods are recognised when goods are delivered and title has passed. Revenues from service contracts are recognised evenly over 
the contractual period. 
Where sales of goods and services involve the provision of multiple elements such as licence fees, installation fees and maintenance fees, 
the appropriate revenue recognition convention is then applied to each element. The consideration allocated to each element is measured by 
reference to their fair value. 
Notes to the Accounts (continued)
year ended 31st December 2008
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1 Significant accounting policies (continued)
Development expenditure
Development expenditure relating to specific projects intended for commercial exploitation is capitalised as an intangible fixed asset where the 
following conditions are met:
l an identifiable asset is being created;
l it is probable that the asset created will generate future economic benefits; and
l the development cost of the asset can be measured reliably.
Such expenditure is amortised over the period during which the benefits of the project are expected to arise. Expenditure on research activities 
is recognised as an expense in the period in which it is incurred.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs 
and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the 
weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be 
incurred in marketing, selling and distribution. 
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual 
provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily 
convertible to a known amount of cash and are subject to an insignificant risk of changes in value. 
Trade payables
Trade payables are not interest-bearing and are stated at their nominal value. 
Borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including 
premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis in the income statement, and 
are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. 
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. 
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated 
irrecoverable amounts. 
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity 
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Share-based payments
The Group has applied the requirements of IFRS2 ‘Share-based Payments’. In accordance with the transitional provisions, IFRS2 has been 
applied to all grants of equity instruments after 7th November 2002 that were unvested at 1st January 2005.
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value 
(excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-
settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will 
eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management’s 
best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
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Notes to the Accounts (continued)
year ended 31st December 2008
1 Significant accounting policies (continued)
Critical estimates and judgements
In the process of applying the Group’s accounting policies, which are described above, management has made the following judgements 
and estimations about the future that have the most significant effect on the amounts recognised in the financial statements. The estimates 
and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the 
estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current 
and future periods.
Impairment of goodwill
The carrying value of goodwill at the year end is £17.7 million (2007: £17.3 million). An annual impairment review is required under IFRS3 
‘Business Combinations’ involving judgement of the future cash flows for cash-generating units and the discount rates applied to future cash 
flows in order to calculate present value. Management prepare such cash flow forecasts derived from the most recent budgets approved by 
the Board.
Recoverability of capitalised development costs
The capitalisation of development expenditure is a requirement of IAS38 ‘Intangible Assets’. All capitalised and ongoing projects are reviewed 
regularly to ensure they meet the criteria for capitalisation.
In the prior year, as a result of new technology and development, management considered it appropriate to write down the carrying value 
of projects relating to payment terminal hardware which may not recover their costs in future sales. This resulted in a charge to the income 
statement of £2.3 million in 2007. No further such impairment changes were considered necessary in 2008.
2 Operating profits before exceptional items
    2008 2007
    £’000 £’000
Revenue     16,556 13,186
Cost of sales     (10,188) (8,247)
     
Gross profit    6,368 4,939
Administrative expenses    (5,852) (4,097)
     
Operating profit before exceptional items    516 842
3 Revenue analysis
Revenue consists of £8,587,000 from sales of hardware and software products and £7,969,000 from the provision of services (2007: 
£6,219,000 sale of products, £6,967,000 provision of services). 
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4 Segment information 
The Group now has four business segments, operating within HTEC Limited and JetSet Wash Systems Limited. All material operations are in the 
UK. HTEC Limited is currently organised into three trading divisions: Universe Data Services (UDS), Manufacturing and Petrol Forecourt Solutions 
(PFS). Further information is presented below on a divisional basis. 
 HTEC Divisions
 
 UDS Manufacturing PFS JetSet Total
  2008 2008 2008 2008 2008
 £’000 £’000 £’000 £’000 £’000
Revenue — all external  1,885 3,263 9,933 1,475 16,556
     
Gross profit 936 560 4,169 703 6,368
Segment expenses (1,005) (680) (1,683) (884) (4,252)
     
Segmental result (69) (120) 2,486 (181) 2,116
Unallocated central and corporate expenses     (1,600)
     
Operating profit before exceptional items     516
Exceptional items     (627)
Finance costs     (373)
Taxation     139
     
Loss for the year      (345)
 HTEC Divisions
 
 UDS Manufacturing PFS JetSet Total
  2007 2007 2007 2007 2007
 £’000 £’000 £’000 £’000 £’000
Revenue — all external  1,495 4,086 7,605 — 13,186
     
Gross profit 1,297 507 3,135 — 4,939
Segment expenses (906) (660) (1,052) — (2,618)
     
Segment result 391 (153) 2,083 — 2,321
Unallocated central and corporate expenses     (1,479)
     
Operating profit before exceptional items     842
Exceptional items     (2,415)
Finance costs     (309)
Taxation     —
     
Loss for the year      (1,882)
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Notes to the Accounts (continued)
year ended 31st December 2008
4 Segment information (continued)
It is not currently possible to present segment assets and liabilities on a divisional basis; accordingly, this information is presented in respect of 
operational subsidiaries.
  HTEC JetSet Head Office Total
  2008 2008 2008 2008
  £’000 £’000 £’000 £’000
Total assets  24,492 2,063 141 26,696
Total liabilities   (4,746) (1,366) (1,445) (7,557)
     
Net book amount  19, 746 697 (1,304) 19,139
     
Other information:
Depreciation and amortisation  616 76 — 692
     
Impairment of assets  10 — — 10
     
Capital expenditure: 
Tangible assets  420 959 — 1,379
Intangible assets  569 462 — 1,031
     
Total  989 1,421 — 2,410
  HTEC JetSet Head Office Total
  2007 2007 2007 2007
  £’000 £’000 £’000 £’000
Total assets  24,600 — 201 24,801
Total liabilities   (4,130) — (1,140) (5,270)
     
Net book amount   20,470 — (939) 19,531
     
Other information:
Depreciation and amortisation  601 — — 601
     
Impairment of assets  2,306 — — 2,306
     
Capital expenditure:
Tangible assets   1,101 — — 1,101
Intangible assets  650 — — 650
     
Total  1,751 — — 1,751
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5 Exceptional items 
    2008 2007
    £’000 £’000
Operating costs
Impairment of development costs    — 2,306
Group restructuring costs*    534 109
Stock write off as a result of EU legislation    93 —
     
    627 2,415
     
* Consisting mainly of redundancy costs.
Finance costs
Bank risk fees    — 63
Interest on tax provision    20 57
     
    20 120
6 Finance costs
    2008 2007
    £’000 £’000
Interest payable on bank loans and overdrafts     242 172
Interest payable on finance leases     78 17
Other interest    33 —
Exceptional finance costs (see note 5)    20 120
     
    373 309
7 Loss for the year 
This is stated after charging:
    2008 2007
    £’000 £’000
Cost of inventory recognised as expense    3,680 3,754
Staff costs (see note 23)    8,078 4,902
Foreign exchange gains    (49) —
Depreciation/amortisation 
— Development costs    256 199
— Tangible, owned    409 318
— Tangible, subject to finance lease    27 84
Impairment of development costs    — 2,306
Impairment of tangible fixed assets    10 —
Research expenditure    967 813
Auditors’ remuneration (see below)    83 51
Operating lease charges — plant and machinery    478 302
Operating lease charges — property    515 430
Exceptional items (see note 5)    647 2,535
The analysis of the Auditors’ remuneration is as follows:
    2008 2007
    £’000 £’000
Fees payable to the Company’s Auditors for the audit of the Company’s annual accounts  25 25
The audit of the Company’s subsidiaries pursuant to legislation    45 25
     
Total audit fees    70 50
     
Other fees pursuant to legislation:
Tax compliance    10 —
Tax advisory    3 1
     
Total non-audit fees    13 1
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Notes to the Accounts (continued)
year ended 31st December 2008
8 Tax on loss on ordinary activities
    2008 2007
    £’000 £’000
Continuing operations
Current tax:
Current year    1 78
Adjustments to tax charge in respect of previous periods    (166) 4
     
    (165) 82
Deferred tax (note 21):
Current year    — 14
Prior year    26 (96)
     
Total tax credit    (139) —
Corporation tax is calculated at 28.5% (2007: 30%) of the estimated assessable profit for the year. Taxation for other jurisdictions is calculated 
at the rates prevailing in the respective jurisdictions.
The charge for the year can be reconciled to the loss per the income statement as follows:
    2008 2007
    £’000 £’000
Loss before tax    (484) (1,882)
     
Tax credit at the UK corporation tax rate of 28.5% (2007: 30%)    (138) (565)
Tax effect:
Expenses not deductible in determining taxable profit    31 33
Enhanced R&D tax relief    (89) (75)
Pre-acquisition losses    (21) —
Capital allowances in excess of depreciation    (6) (15)
Unrelieved tax losses carried forward    224 714
Adjustments to tax charge in respect of previous periods    (140) (92)
     
Tax credit for the current period    (139) —
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9 Loss per share
The calculation of the basic and diluted loss per share is based on the following data:
    2008 2007
    £’000 £’000
Loss for the purposes of basic and diluted earnings per share being net loss attributable to 
equity holders of the parent    (345) (1,882)
    Number Number
    ‘000 ‘000
Number of shares
Weighted average number of ordinary shares for the purposes of basic and diluted loss per share  114,705 101,602
    2008 2007
Loss per share    pence pence
Basic and diluted loss per share    (0.30) (1.85)
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Notes to the Accounts (continued)
year ended 31st December 2008
10 Goodwill
 HTEC JetSet 2008 HTEC 2007
 Group  Group Total Group Total
 £’000 £’000 £’000 £’000 £’000
Cost at 1st January 17,250 — 17,250 17,250 17,250
Additions — 462 462 — —
     
Carrying amount at 31st December 17,250 462 17,712 17,250 17,250
The acquisitions of the trade and assets of AIB Services Limited and the entire ordinary share capital of WSF Services Limited give rise to 
goodwill of £462,000 as set out in Note 31. The JetSet Group is recognised as a cash-generating unit (‘CGU’) for the first time this year. The 
HTEC Group CGU comprises the operational divisions within HTEC Limited.
As stated in note 1 the goodwill has been tested for impairment in accordance with IAS36 by discounting estimated future cash flows.
The recoverable amounts of each of the CGUs are determined from value in use calculations. The key assumptions for the value in use 
calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. 
Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks 
specific to the CGUs. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the 
market.
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management. The HTEC future cash 
flows are those anticipated in the budget for 2009 with 3% profit growth assumed thereafter for the next 5 years and no growth thereafter. 
The JetSet future cash flows are those anticipated in the budget for 2009 with no growth assumed thereafter. Growth rates used reflect the 
anticipated turnover growth, margin improvements from changing sales mix and reflect the financial performance of the CGUs. The Group 
has conducted sensitivity analysis on the impairment tests of each CGU’s carrying value. For the HTEC CGU the growth rate could reduce 
to zero % and this would still result in the recoverable amount being in excess of its carrying value. For the JetSet CGU a reduction in the 
anticipated cash flows by 50% would result in the carrying value being reduced to its recoverable amount.
The risk adjusted rate used to discount each of the cash flow forecasts is 12.5%.
Management have concluded that no impairment of goodwill is required.
11 Development Costs 
    2008 2007
Group    £’000 £’000
Cost
At 1st January     5,034 4,384
Additions    569 650
     
At 31st December    5,603 5,034
     
Amortisation
At 1st January     4,234 1,729
Charge for the year    256 199
Impairment losses    — 2,306
     
At 31st December    4,490 4,234
     
Carrying amount 
At 31st December     1,113 800
Development costs are tested for impairment annually and are amortised over the period during which the benefits of the development 
projects are expected to arise.
The 2007 impairment loss on development costs arose in connection with pre 2006 costs incurred on developing payment terminal 
hardware, which may not recover its costs in future sales due to recent changes in technology.
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12 Property, Plant and Equipment
   Leasehold Plant and
   improvements equipment Total
Group   £’000 £’000 £’000
Year ended 31st December 2008
Cost 
At 1st January 2008   1,058 4,159  5,217
Additions   27 1,181 1,208
Acquired upon acquisition (Note 31)   — 171 171
Disposals   — (24) (24)
     
At 31st December 2008   1,085 5,487 6,572
     
Depreciation
At 1st January 2008   327 2,720 3,047
Charge for the year   56 380 436
Impairments   — 10 10
Disposals   — (14) (14)
     
At 31st December 2008   383 3,096 3,479
     
Net book value
At 31st December 2008   702 2,391 3,093
     
At 31st December 2007   731 1,439 2,170
Year ended 31st December 2007
Cost
At 1st January 2007   990 3,167 4,157
Additions   68 1,033 1,101
Disposals   — (41) (41)
     
At 31st December 2007   1,058 4,159 5,217
     
Depreciation
At 1st January 2007   276 2,409 2,685
Charge for year   51 351 402
Disposals   — (40) (40)
     
At 31st December 2007   327 2,720 3,047
     
Net book value
At 31st December 2007   731 1,439 2,170
     
At 31st December 2006   714 758 1,472
The impairment loss on plant and equipment of £10,000 is due to the closure of HTEC’s Spanish operation. 
The net book value of plant and equipment includes £1,185,000 (2007: £1,024,461) in respect of assets held under finance leases. The 
depreciation charged on these assets during the year was £26,000 (2007: £84,426). 
13 Investments
Company     Total
Investments in subsidiary undertakings     £’000
At 1st January and 31st December 2008      17,117
For details of principal subsidiaries see note 29. 
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Notes to the Accounts (continued)
year ended 31st December 2008
14 Inventories
    2008 2007
Group    £’000 £’000
Raw materials    1,132 851
Work in progress    505 875
Finished goods    10 42
     
    1,647 1,768
There are no significant differences between the replacement costs shown above and the fair values.
15 Other financial assets
Trade and other receivables
    2008 2007
Group    £’000 £’000
Trade receivables    2,126 2,254
Other debtors    100 150
Prepayments and accrued income    745 290
Deferred tax asset    — 26
Corporation tax receivable    90 —
     
    3,061 2,720
    2008 2007
Company    £’000 £’000
Amounts owed from Group undertakings    — 624
Other debtors    100 150
Prepayments and accrued income    48 51
     
    148 825
The average credit period taken on sales of goods and services is 46 days (2007: 50 days). No interest is charged on the receivables. Before 
accepting any new customer, the Group uses an external credit scoring system to access the potential customer’s credit quality and defines 
credit limits by customer. Of the trade receivables balance at the end of the year, £679,000 (2007: £395,000) is due from the Group’s largest 
customer.
Included in the Group’s trade receivable balance are debtors with a carrying value amount of £669,000 (2007: £1,230,000) which are past 
due at the reporting date for which the Group has not made any provision as there has not been a significant change in credit quality and 
the amounts are still considered recoverable. The Group does not hold collateral over these balances. Ageing of past due but not impaired 
receivables is 30–60 days £543,000 (2007: £553,000), 60–90 days £70,000 (2007: £336,000) and 90 days and over £56,000 (2007: 
£341,000). 
In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable from the 
date the credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large 
and unrelated. Accordingly, the Directors believe that there is no bad debt provision required.
Cash and cash equivalents
 Group Company
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
Cash and cash equivalents  70 93 — 45
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less. The carrying value 
of these assets is approximately equal to their fair value.
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16 Trade and other payables 
 Group Company
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
Trade creditors  1,434 1,835 71 60
Other creditors  116 70 — 2
Accruals and deferred income  1,378 567 56 32
Other taxation  1,040 607 — (12)
Dividends  40 40 40 40
     
  4,008 3,119 167 122
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period 
taken for trade purchases is 62 days (2007: 60 days). 
The Directors consider that the carrying amount of trade payables approximates to their fair value. 
17 Current tax liabilities
 Group Company
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
Corporation tax   315 373 — —
18 Borrowings
 Group Company
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
Unsecured — at amortised cost 
Current
Bank overdrafts  — — 8 —
Directors’ loans (iv)  275 — — —
Secured — at amortised cost
Current
Bank loans (i)  540 700 518 700
Finance lease liabilities (ii)  350 188 — —
Invoice discounting (iii)  786 — — —
Non-current
Bank loans (i)  760 318 760 318
Finance lease liabilities (ii)  523 572 — —
     
  3,234 1,778 1,286 1,018
     
The borrowings are repayable as follows:
On demand or within one year  1,951 888 526 700
In the second to fifth years inclusive  1,283 890 760 318
     
  3,234 1,778 1,286 1,018
(i)  The bank loans bear interest based on a fixed rate of 5.33% plus a risk margin. They are secured by a first charge over all undertakings 
and assets of the Group. The weighted average interest rate paid in 2008 was 8.76% (2007: 8.1%).
(ii) Finance lease liabilities are secured by the assets leased. The average lease term is five years. For the year ended 31st December 
2008, the average effective borrowing rate was 8.8% (2007: 12%). Interest rates are fixed at the contract date. All leases are on a fixed 
repayment basis and no arrangements have been entered into for contingent rental payments.
(iii) The invoice discounting facility is secured on the trade receivables of HTEC Limited and bears interest at an effective rate of 6%.
(iv)  The Directors’ loans are unsecured and bear interest at 15%.
All borrowings are denominated in sterling.
The Directors consider that the carrying amount of the bank loans and finance lease obligations approximates to their fair value.
At 31st December 2008, the Group had available £310,700 (2007: £1,290,000) of undrawn committed borrowing facilities in respect of which 
all conditions precedent had been met.
The bank overdraft and bank loans are secured by a debenture over the assets of the Group and are subject to certain covenants in respect 
of interest cover, cash flow cover and net asset value. The former two of these covenants were breached during the year. These breaches 
have been waived by the Bank of Scotland. As a result of these breaches the risk margin applied to the loan was increased by 1.5% from 
August 2008.
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Notes to the Accounts (continued)
year ended 31st December 2008
19 Other liabilities
 Group Company
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
Amounts owed to Group undertakings  — — 360 1,158
20 Financial instruments
Capital risk management
The Group manages its capital to ensure that entities within the Group will be able to continue as going concerns while maximising the return 
to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 18, cash and cash equivalents, and 
equity attributable to shareholders of the parent, comprising issued share capital, reserves and retained earnings as disclosed on page 19.
Gearing ratio
The Group regularly reviews the capital structure. As part of this review, it considers the cost of capital and the risks associated with each 
class of capital. 
The gearing ratio at the year end is as follows:
    2008 2007
    £’000 £’000
Debt*    3,234 1,778
Cash and cash equivalents    (70) (93)
     
Net debt    3,164 1,685
Equity†    19,139 19,531
Net debt to equity ratio    16.5% 8.6%
* Debt is defined as medium and short-term borrowings, as detailed in Note 18.
† Equity includes all capital and reserves of the Group attributable to equity holders of the parent.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the 
basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are 
disclosed in Note 1 to the financial statements.
Categories of financial instruments
 Group Company
  2008 2007 2008 2007
  £’000 £’000 £’000 £’000
Financial assets:
At amortised cost: 
Cash  70 93 — 45
Trade receivables  2,126 2,254 — —
     
  2,196 2,347 — 45
     
Financial liabilities:
At amortised cost:
Bank overdrafts  — — 8 —
Trade payables  1,434 1,835 71 60
Invoice discounting loan  786 — — —
Bank loans  1,300 1,018 1,278 1,018
Directors’ loan  275 — — —
Finance lease obligations  873 760 — —
     
  4,668 3,613 1,357 1,078
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20 Financial instruments (continued)
Financial risk management objectives
The Group’s operations expose it to a variety of risks including the effect of changes in interest rates on debt, credit risk and liquidity risk. 
In 2008 the Group did not have significant risk on foreign currency. 
Neither the Company nor the Group has material exposures in any of the areas identified above and consequently they do not use derivative 
instruments to manage these exposures.
Market risk
The activities of the Company and Group primarily expose them to the financial risks of changes in interest rates (see below). The Group does 
transact business in euros and US dollars but at less than 10% of turnover the exchange risk is small.
Interest rate management
The Company and the Group are exposed to interest rate risk as entities in the Group borrow funds at floating interest rates. The Group 
continually reviews the appropriateness of fixing interest rates on its borrowings.
The Company and the Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk 
management section of this note.
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest on the financial instrument balances at the reporting 
date and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period.
At the reporting date, if interest rates had been 1% higher/lower and all other variables were held constant, the Group and Company’s net loss 
and equity reserves for the year ended 31st December 2008 would increase/decrease by £8,000 (2007: £10,000). This is mainly attributable 
to the Group and Company’s exposure to interest rates on its variable rate borrowings. A 1% movement in basis points has been used as this 
provides a benchmark against which to measure any future interest rate movements.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group’s 
policy is to only deal with creditworthy counterparties, carrying out background checks before any new accounts are opened so as to 
mitigate the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are monitored regularly with 
no significant concentration of credit risk with a single counterparty. Credit exposure is controlled by counterparty limits that are reviewed and 
approved by senior management as and when necessary, but at a minimum annually.
The carrying amount of financial assets recorded in the financial statements, net of any allowances for losses, represents the Group’s 
maximum exposure to credit risk.
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which reviews and manages the Group’s short and 
medium-term funding and liquidity requirements on a regular basis. The Group manages liquidity risk by maintaining adequate reserves, 
banking facilities and reserve borrowing facilities by regularly monitoring forecast and actual cash flows whilst attempting to match the 
maturity profiles of financial assets and liabilities.
As noted within the Directors’ Report on page 13 there were breaches of the loan covenants during the year that were waived by the bank. 
One of the key liquidity risks is to ensure ongoing compliance with banking covenants. The bank has amended the covenants’ testing points 
to reduce the risk of future breaches and the Directors closely monitor their forecasts to identify any potential breaches and put mitigating 
action in place before they occur.
The following table details the Company and the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table 
has been drawn up based on the undiscounted contractual maturities of the financial liabilities including interest that will accrue to those 
liabilities.
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Notes to the Accounts (continued)
year ended 31st December 2008
20 Financial instruments (continued)
 Weighted 
 average effective  Less than  6 months to
Group rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2008 % £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
 Trade payables — 1,240 194 — — 1,434
Fixed interest rate:
 Finance leases liabilities 8.8 44 200 137 592 973
 Bank loans 8.8 46 237 294 870 1,447
 Directors’ loans 15.0 — 86 220 — 306
Variable interest rate:
 Bank overdrafts — — — — — —
 Invoice discounting 6.0 790 — — — 790
      
  2,120 717 651 1,462 4,950
 Weighted 
 average effective  Less than  6 months to
Group rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2007 % £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
 Trade payables — 1,511 324 — — 1,835
Fixed interest rate:
 Finance lease liabilities 12.0 20 80 88 734 922
Variable interest rate:
 Bank overdrafts — — — — — —
 Bank loans 8.1 63 313 376 348 1,100
 Invoice discounting — — — — — —
      
  1,594 717 464 1,082 3,857
 Weighted 
 average effective  Less than  6 months to
Company rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2008 % £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
 Trade payables — 40 31 — — 71
Variable interest rate:
 Bank loans 8.8 45 232 276 860 1,413
      
  85 263 276 860 1,484
 Weighted
 average effective Less than  6 months to
Company rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2007 % £’000 £’000 £’000 £’000 £’000
Non-interest bearing:
 Trade payables — 30 30 — — 60
Variable interest rate:
 Bank loans 8.1 63 313 376 348 1,100
      
  93 343 376 348 1,160
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20 Financial instruments (continued)
The following table details the Group’s and the Company’s expected maturity for its non-derivative financial assets. The table has been drawn 
up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except 
where the Company or Group anticipates that the cash flow will occur in a different period.
 Weighted
 average effective Less than  6 months to
Group rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2008 % £’000 £’000 £’000 £’000 £’000
Variable interest rate:
 Cash 1.0 70 — — — 70
Non-interest bearing:
 Trade receivables — 668 1,458 — — 2,126
      
  738 1,458 — — 2,196
 Weighted
 average effective Less than  6 months to
Group rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2007 % £’000 £’000 £’000 £’000 £’000
Variable interest rate:
 Cash 5.0 93 — — — 93
Non-interest bearing:
 Trade receivables — 1,051 1,203 — — 2,254
      
  1,144 1,203 — — 2,347
 Weighted
 average effective Less than  6 months to
Company rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2008 % £’000 £’000 £’000 £’000 £’000
Variable interest rate:
 Cash 1.0 — — — — —
 Weighted
 average effective Less than  6 months to
Company rate 1 month 1 to 6 months 1 year 1 to 3 years Total
2007 % £’000 £’000 £’000 £’000 £’000
Variable interest rate:
 Cash 5.0 45 — — — 45
The fair value of the Group‘s financial assets and liabilities is not materially different from the carrying values in the balance sheet.
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Notes to the Accounts (continued)
year ended 31st December 2008
21 Deferred tax
Group
The movement on the net provision for deferred taxation is as follows:
    2008 2007
    £’000 £’000
Net provision at 1st January     (26) 56 
Debit/(credit) to profit and loss account     26 (82)
     
Net asset at 31st December     — (26)
The prior year deferred tax asset is disclosed in Note 15 and related entirely to accelerated capital allowances. At the year end £87,000 of 
fixed asset timing differences have not been recognised as a deferred tax asset.
At the balance sheet date, the Group has unutilised tax losses of £2,082,000 (2007: £1,898,000) available for offset against future profits. A 
deferred tax asset has not been recognised in respect of these losses.
From 1st April 2008, the UK corporation tax rate has reduced from 30% to 28%. Deferred tax has been recognised at the balance sheet date 
at 28% as this is the rate at which it is expected to unwind in the future. The effective rate of taxation for the year ended 31st December 2008 
is 28.5%.
22 Called up share capital
    2008 2007
Group and Company    £’000 £000
Authorised 
155,000,000 ordinary shares at 5p each (2007: 155,000,000)    7,750 7,750
Allotted, called up and fully paid:
114,704,539 ordinary shares of 5p each (2007: 114,704,539)*    5,735 5,747
*  In 2007 closing share capital was overstated by £12,376 (247,516 ordinary shares of 5 pence each) in respect of matching shares acquired 
to satisfy obligations of the LTIP scheme. These shares were originally treated as having been issued and this has been corrected, with the 
corresponding credit to the income statement in the current year.
The Company has one class of ordinary shares which carry no right to fixed income.
Allotments for cash made in 2008
No allotments of shares for cash were made in 2008 (2007: 49,082,143 shares allotted for cash consideration of £3,373,500).
Share options
No share options were awarded to Directors in 2008 (2007: 3,750,000 shares).
Long-term Investment Plan (“LTIP”)
No shares were awarded as matching shares under the LTIP in 2008 (2007: 247,516 shares). 
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23 Employees and Directors
    2008 2007
Group    £’000 £’000
Wages and salaries    7,183 4,281
Social security costs    750 463
Pension costs    145 158
     
    8,078 4,902
The average number of people (including executive Directors) employed during the year:
    No. No.
HTEC    209 187
JetSet    35 —
Head Office    3 3
     
    247 190
Emoluments paid to the highest paid Director were as follows:
    2008 2007
    £’000 £’000
Aggregate emoluments    126 87
Company pension contribution to money purchase schemes    11 7
     
    137 94
There were 2 Directors (2007: 3) to whom retirement benefits accrued under money purchase schemes during the year.
Further details of the Directors’ remuneration are included in the Directors’ Remuneration Report on pages 10 and 11.
24 Pension commitments
The Group operates a defined contribution scheme. The assets of the scheme are held separately from these of the Group in funds under the 
control of investment managers. The pension costs charged represent contributions payable by the Group to the fund amounting to £145,493 
(2007: £158,085), together with the administration charge of the fund. In addition, the Group continues to contribute to personal pension 
plans for certain of its employees. As at 31st December 2008 contributions of £41,000 (2007: £34,000) due in respect of the current reporting 
period had not been paid over to the scheme.
25 Operating lease commitments
At 31st December 2008 the Group has lease agreements in respect of properties, vehicles, plant and equipment, for which payments extend 
over a number of years:
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating 
leases, which fall due as follows:
 2008 2007
  Plant and    Plant and
 Property machinery Total Property machinery Total
 £’000 £’000 £’000 £’000 £’000 £’000
Within 1 year 511 211 722 409 133 542
Between 2 to 5 years 1,636 203 1,839 1,636 144 1,780
After 5 years* 716 — 716 1,125 — 1,125
      
Total 2,863 414 3,277 3,170 277 3,447
* The comparative figure has been adjusted to reflect a tenant only break clause exercisable in 2015.
26 Contingent liabilities
HTEC has given a duty deferment guarantee to HMRC of £5,000 (2007: £5,000).
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Notes to the Accounts (continued)
year ended 31st December 2008
27 Capital and other financial commitments
As at 31st December 2008 The Group had not entered into any contracts for future capital expenditure (2007: nil).
28 Share-based payments 
Summary of share option schemes in operation during the year
The Directors’ Remuneration Report on page 10 describes the plans to which IFRS2 applies. In summary, the Group operated the following 
plans during the period:
l Enterprise Management Incentive (“EMI”) Plan
l Discretionary Unapproved Share Option Plan
The Group recognised a total expense of £nil in 2008 (2007: £110,000), with the corresponding credit being recorded in the equity reserve.
Equity-settled share option schemes
The exercise price of options granted under the EMI and unapproved share option plans was set at the market value at the date of grant, that 
is the price which equates to the closing middle market quotation for the shares on AIM on the date of grant. 
The options are not subject to any performance conditions and vested immediately upon grant. Where options remain unexercised after 
a period of 10 years from the date of grant the options expire. Moreover, the options will lapse in the case of termination of employment, 
subject to the good leaver provisions or the Remuneration Committee exercising its discretion to permit options to be exercised.
The total number of shares under option is as follows:
Unapproved share options 
      Weighted 
    Number of average
    share options exercise price
Outstanding at beginning of period    1,250,000 £0.08
Granted during the period    — —
Forfeited during the period    — —
Exercised during the period    — —
Outstanding at the end of the period    1,250,000 £0.08
Exercisable at the end of the period    1,250,000 £0.08
All acquisitions under the plan are equity-settled.
EMI
      Weighted 
    Number of average
    share options exercise price
Outstanding at beginning of period    2,500,000 £0.08
Granted during the period    — —
Forfeited during the period    — —
Exercised during the period    — —
Outstanding at the end of the period    2,500,000 £0.08
Exercisable at the end of the period    2,500,000 £0.08
Options granted under the plan vest immediately. All acquisitions under the plan are equity-settled.
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29 Principal Subsidiaries and Joint Ventures
  Issued and
 Place of  fully paid Percentage
Name incorporation share capital held Business
HTEC Group Ltd England and Wales Ordinary £1 100%  Holding company
HTEC Ltd* England and Wales Ordinary 1p 100%  Manufacture & development
  Convertible   of payment & information
  redeemable   systems
  preference £1  
    
High Technology Electronic Clearance SL* Spain Ordinary €6 100 %  Management of information
    systems 
    
HTEC Ltd* Portugal Branch, no 100%  Management of information
  share capital  systems 
    
Jet Set Wash Systems Limited England and Wales Ordinary £1 100%   Manufacture and retail of
    forecourt valeting equipment 
    
WSF Services Limited* Scotland Ordinary £1 100%  Provision of forecourt
    valeting services 
    
Prepaid Card Management Limited* England and Wales A/B shares 50%  Provision of prepaid
  £0.01  cash card services
* Investments held in a subsidiary company.
All the above companies are included in the consolidated Group results.
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Notes to the Accounts (continued)
year ended 31st December 2008
30 Related parties 
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. Transactions 
between the Company and its subsidiaries are disclosed below:
Trading transactions
During the year, the Company entered into the following transactions with its subsidiaries, which are related parties:
    2008 2007
Amounts recharged to subsidiaries    £’000 £’000
HTEC Limited    396 624
Loans from Directors
Loans from two Directors, totalling £275,000 (2007: £nil) at the year end, were provided to assist with growth of the newly acquired 
subsidiary, Jet Set Wash Systems Limited. Amounts owing at the balance sheet date were as follows;
  
   Capital   Interest
   outstanding  Interest paid accrued at
   at 31st December during 31st December
    2008 the year 2008
   £’000 £’000 £’000
J R Scholes   150 6 11
M Coster   125 6 9
     
   275 12 20
The loans are repayable during 2009.
Remuneration of key personnel
Details of the remuneration of the Directors, who are the key management personnel of the Group, is provided in aggregate for each of the 
categories specified in IAS24 ‘Related Party Disclosures’ in the Directors’ remuneration report on page 11.
31 Acquisition of subsidiary undertakings
In early 2008 Jet Set Wash Systems Limited, a wholly owned subsidiary, made two acquisitions in order to establish itself as a manufacturer 
of car valeting equipment with nationwide service coverage. Cash consideration of £364,000 was paid and legal costs of £24,000 incurred. 
The goodwill arising on these acquisitions is attributable to the anticipated profitability of the combined businesses. The Directors do not 
consider that any identifiable intangible assets were acquired as a result of these acquisitions, and therefore the difference between the fair 
value of the net assets acquired and the purchase costs is goodwill.
(a)  On 1st February 2008 Jet Set Wash Systems Limited acquired the trade and assets of AIB Services Limited, a manufacturer of car valeting 
equipment. Fair value adjustments were made to the book values at the acquisition date to more adequately reflect the value of assets 
acquired, in particular in respect of stock obsolescence and the carrying value of plant and equipment. This transaction has been 
accounted for by the purchase method of accounting.
Net assets acquired
    Book value Fair value
    £’000 £’000
Tangible fixed assets    258 133
Stocks    176 61
Finance lease liabilities    (70) (70)
     
    364 124
    
Goodwill     252
     
Total consideration     376
     
Satisfied by:
Cash     364
Directly attributable costs     12
     
     376
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31 Acquisition of subsidiary undertakings (continued)
(b)  On 1st March 2008 Jet Set Wash Systems Limited acquired the entire issued share capital of WSF Services Limited, a company providing 
services to the car valeting industry in Scotland and Northern England. Fair value adjustments were made to the book values at the 
acquisition date to more adequately reflect the net assets acquired, in particular in respect of trade creditor liabilities. The impact of these 
adjustments will be to reduce the amount of contingent consideration payable to the vendors.
Net assets acquired
    Book value  Fair value
    £’000 £’000
Fixed assets    54 38
Stocks    36 26
Debtors    78 62
Trade creditors    (67) (101)
Taxation and social security    (62) (65)
HP agreements    (10) (10)
Long-term loans    (137) (148)
     
    (108) (198)
     
Goodwill     210
     
Total consideration     12
     
Satisfied by:
Directly attributable costs     12
The combination of the two acquisitions and Jet Set Wash Systems Limited led to the creation of an integrated operational structure and 
therefore significant differences in revenues and operational costs when compared to each of the pre-acquisition entities. Consequently, it is 
impracticable to disclose revenue, profit and loss or cash flow information for the period from the start of the year ended 31st December 2008 
for any of the entities on a pre-acquistion basis. 
32 Subsequent Events
Subsequent to the year end the Group entered into a cost reduction programme, part of which was to reduce headcount by 15% generating 
cost savings of £700,000 on an annualised basis. Payment of notice periods and statutory redundancy pay will cost the Group £150,000 and 
will be dealt with in the accounts for the year ending 31st December 2009.
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Shareholder Notes
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Shareholder Notes
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data smart
Universe Group plc
Established in 1991, Card Clear was admitted to the 
Alternative Investment Market (AIM) in 1995, and renamed 
Universe Group in January 2000.
Universe Group plc is incorporated in the UK and its main 
operations are in the UK, Ireland and Portugal. 
Universe Group operates through two trading subsidiaries, 
HTEC Limited and Jet Set Wash Systems Limited.
Contents
01 Highlights
02 Group at a Glance
04 Chairman’s Statement
06 Chief Executive’s Report
08 Directors and Advisers
10 Directors’  Remuneration Report
12 Corporate Governance Report
13 Directors’ Report
17 Independent Auditors’ Report
18 Consolidated Income Statement
18 Consolidated Statement of Recognised 
Income and Expense
19 Statement of Changes in Equity
20 Balance Sheets
21 Cash Flow Statements
22 Notes to the Accounts
www.universeplc.com
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Universe Group plc
Southampton International Park
George Curl Way
Southampton
Hampshire
SO18 2RX
United Kingdom
www.universeplc.com
t: +44 (0)23 8068 9510
f: +44 (0)23 8068 9201
Universe Group plc is Registered in England. 
Registered No. 2639726
Universe Group plc
Annual Report 2008
Stock code: UNG
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