GROUP PLC
Annual Report 
2004 Year in brief 1
Group at a glance 2
Directors 4
Chairman’s statement 5
Chief Executive’s review 6
Directors’ report 10
Corporate governance 13
Remuneration report 15
Independent Auditors’ Report 17
Corporate directory 18
Consolidated profit and loss account 19
Balance sheets 20
Consolidated cash flow statement 21
Statement of accounting policies 23
Notes to the financial statements 25
Five year financial summary 37
Notice of AGM 38
Proxy form 39
globally competitive
manufacturing solutions
Our products and assemblies are used by some of the world’s leading brands in
consumer, automotive, telecommunications and industrial sectors.
Registered in England No: 236394            
Contents STADIUM GROUP PLC
1
Global experience,
expertise and opportunity
Year in brief
Summarised results
2004 2003
£m £m
Group turnover
Asia 16.45 14.45 +14%
UK 17.35 20.43 -15%
–––––– ––––––
Total 33.80 34.88 -3%
–––––– ––––––
–––––– ––––––
Adjusted PBT* 2.34 1.88 +24%
Goodwill amortisation (0.13) (0.13)
Exceptional items (0.20) 0.11
–––––– ––––––
Reported PBT 2.01 1.86 +8%
–––––– ––––––
Pence Pence
Adjusted EPS* 7.3 5.3 +38%
Goodwill amortisation (0.5) (0.5)
Exceptional items (0.5) 0.4
–––––– ––––––
Reported EPS 6.3 5.2 +21%
–––––– ––––––
Dividend per share 3.25 2.90 +12%
–––––– ––––––
*denotes before goodwill amortisation and exceptional items
Stadium Electronics turnover
By origin By destination
1 UK 59%
2 Europe 15%
3 Asia 11%
4 Americas 8%
5 Other 7%
By sector
1 Consumer 40%
2 Industrial 25%
3 Automotive 22%
4 Telecom 13%
1 2
3
4
1
UK
33%
2
Asia
67%
3
4
5 Annual Report and Accounts 2004
2
Group at a glance Electronics – UK operations
Stadium Electronics offers high quality electronic
manufacturing services from its site at Hartlepool
in North East England.
A dedicated engineering team provides comprehensive
design and build-to-print support services, together 
with production engineering, quality and test 
equipment origination.
Customers benefit from full turnkey project
management support from concept to delivery.
Electronics – Stadium Power
Stadium Power design and manufactures custom and
standard switch mode power supplies and associated
power products.
As one of the UK’s leading power solution 
providers, we have a fully comprehensive range 
of products available including AC-DC Converters, 
DC-DC Converters, DC-AC Inverters, UPS’s,
Programmable Switch Mode Power Supplies (SMPS),
Euro Cassettes, Battery Chargers, Transformers, 
Plugtop and Desktop Power Supplies.
Electronics – Asia operations
Stadium Asia comprises a design and commercial
centre based in Hong Kong, and a high volume
production facility at Chang Ping City in the Guangdong
Province of the Peoples Republic of China.
The business is delivering high rates of growth in the
provision of electronic manufacturing services (EMS) to
worldwide customers covering consumer, industrial,
automotive and telecommunications applications.
Our factory includes the following capabilities:
 Product design and engineering services
 Worldwide product approval
 Automatic PCB component insertion and surface
mount placement
 Transformer winding
 Injection moulding and over-moulding
 Screen and pad printing
 Final product assembly and testing
 Logistics and world wide shipping
The factory operates to the highest international
standards including UL, ISO9000: 2001, CE and
SEMKO. The factory is accredited as a QS9000
approved facility for the supply of automotive
assemblies.
STADIUM GROUP PLC
3
world class technology and service Executive Directors
Nigel Rogers FCA – Chief Executive (Nominations Committee)
Chartered Accountant. Aged 43, joined Stadium in 1993 as Group Finance Director.
Responsible for UK Electronics operations from 1998 until appointed 
Chief Executive in March 2001.
Kamal Verma – Managing Director – Electronics
Aged 55, joined Stadium in 1985. He holds a First Class honours degree in Applied
Physics from the University of Aston, Birmingham. Has led the development of
Stadium Electronics operations since his appointment as Managing Director –
Electronics in 1989.
Ken Leung – Managing Director – Stadium Asia
Aged 52, and based in Hong Kong. He holds a degree in Industrial Engineering from
the University of Hong Kong. Joined Stadium on the acquisition of Arlec Power (now
Stadium Asia) in March 2000. Appointed to the board as Managing Director – Stadium
Asia on 1 January 2003.
Non-executive Directors
Struan Wiley – Chairman (Audit, Remuneration and Nominations Committees)
Aged 67 was appointed as a Non-executive Director in 1996. He is a former Director of
Allied Lyons plc and holds a number of directorships in private companies.
Prof. Kevin Morley – Senior Independent Director (Audit, Remuneration and
Nominations Committees)
Aged 54 was appointed as a Non-executive Director in 1996 and is chairman of the
Audit Committee. He is a former Managing Director of Rover Cars and was appointed
Honorary Professor of Warwick University Business School in 2003.
Company Secretary
David Collins
Aged 57, joined Stadium as Financial Controller in 1985. Currently Finance Director of
UK Electronics operations, and appointed Company Secretary on 1 January 2003.
4
Annual Report and Accounts 2004
Directors
123456
1
2
3
6
4
5 Introduction
I am very pleased to report another
year of solid growth and progress 
in financial results.
The sterling translation of Stadium
Asia sales show growth year over
year of 14%, which equates to 23%
expressed in local currency. This
excellent performance results from
a very strong team effort, with a
high conversion rate of enquiries
into sales. The plant at Dongguan 
has benefited from further
investment, and is of a very high
standard.
Our UK electronics factories 
at Hartlepool and Diss continue to
provide an important development
and engineering platform for our
customers, together with production
capabilities for those products
better suited to UK manufacture.
Our Branded Plastics business 
did well in competitive market
conditions, and a number of new
products have been introduced
successfully.
Results
Profit before taxation was £2.01m
(2003: £1.86m), an increase of 8%.
Profit before taxation, goodwill
amortisation and exceptional items
increased by 24% to £2.34m 
(2003: £1.88m).
Borrowings at the year end were
broadly unchanged at £1.58m 
(2003: £1.59m) with an 
improvement in gearing to 11.4%
(2003: 12.0%).
These results have been achieved 
in spite of further weakening of the
US Dollar, which had an adverse
impact on the translation of earnings
from Stadium Asia of 11% at
average exchange rates.
Shareholders
We continue to attract greater
interest as a growth investment 
and this has been reflected in the
positive share price movement
during the year.
Last year, we indicated our intention
to return to a progressive dividend
policy. Following the increase last
year, and in view of the strong
increase in earnings, I am pleased
to announce a final dividend to be
paid on 3 May 2005 of 2.25 pence
per ordinary share, bringing the total
for the year to 3.25 pence; an
increase of 12% (2003: 2.9p)
Employees
I would like to thank the directors
and staff in the UK and overseas.
Their tremendous effort in meeting
the demands of our customers, and
their great commitment to the
company is reflected in our
performance.
Board changes
Professor Kevin Morley announced
last year his intention to resign from
the board at the AGM in 2005.
Kevin joined the board at flotation 
in 1996, and during his nine years
on the board his commercial
experience and judgement have
contributed greatly to the
development of strategy, including
the increasing international flavour
of our manufacturing base. I wish to
thank Kevin for all he has done for
the company, and for his support.
We will all miss his fellowship and
wonderful sense of humour.
On 17 February 2005, we
announced that Nick Brayshaw 
is joining the board as Senior
Independent Director on 27 April
2005. Nick joins the board with an
excellent background in engineering,
and with considerable experience in
manufacturing and sales. We are
delighted to have a director of his
calibre join the board, and believe
that he will make a significant
contribution to future development.
Struan Wiley
Chairman
28 February 2005
Chairman’s statement
covering the year ended 31 December 2004
STADIUM GROUP PLC
5 Trading overview
The Group is positioned to benefit
from strong growth in the provision
of manufacturing services to
customers in the UK, Continental
Europe and the US from our facility
in Dongguan, People’s Republic 
of China.
We are able to offer a cost-effective,
yet low risk route towards Far East
sourcing, which is becoming an
increasingly essential focus for
established companies operating in
mature economies. Our capabilities
have been further enhanced by
continued investment in facilities
and people, enabling our customers
to source more complex products
and assemblies with higher added-
value content.
We have seen success from the
ongoing development of standard
and custom power solutions,
bringing together design and
technical resources from our UK
engineering team with our medium
and high volume production
capabilities at Hartlepool 
and Dongguan.
The local market in Asia for
relatively high volume, low
technology products such as
chargers and adaptors has become
very competitive. Most sourcing
decisions in this sector are driven
primarily by price and offer less
attractive returns to suppliers,
especially in view of substantial
increases in the cost of basic
commodities such as plastics and
copper. We have continued to resist
downward price pressure at the
expense of volume, focusing our
resources instead on business
offering greater added value.
STMC Limited, our subsidiary
created in 2003 to provide
manufacturing services to the
domestic sector in China, made a
contribution to turnover of £0.50m.
Whilst this is modest, the facility
offers an important strategic foothold
which will provide competitive
advantages as the future demands
of Chinese consumers and
manufacturers are expected to
become more sophisticated.
Reported results were again
affected by the weakness of the 
US dollar, with an adverse impact 
of some 11% (equivalent to sales 
of approximately £2m) compared
with 2003. Since acquisition of
Stadium Asia in March 2000, 
the US dollar has depreciated by
more than 30%; this provides the
backdrop against which reported
turnover from Stadium Asia,
expressed in Sterling, has doubled
from £8.10m in 2001 to £16.45m in
2004. Underlying growth in dollar
terms has shown compound growth
of over 35% from approximately
US$12m to approximately US$30m
over the same period.
Chief Executive’s review
STADIUM GROUP plc
6
Annual Report and Accounts 2004 Results and dividend
Turnover reduced by 3% to
£33.80m in 2004 from £34.88m 
last year. This was primarily as a
result of currency movements,
although sales from UK electronics
also reduced as expected from
£10.60m to £7.98m. The proportion
of sales from higher added-value
manufacturing services showed
further growth, bringing the Group
operating margin (before exceptional
items and goodwill amortisation) to
7.1% (2003: 5.6%).
Profit before tax was £2.01m,
compared with £1.86m for last 
year. Profit before tax, goodwill
amortisation and exceptional items
increased by 24% to £2.34m 
from £1.88m.
Exceptional costs of £0.20m 
reflect the closure of our
manufacturing operation at Clacton
in Essex. The remaining business
from this site has been distributed
between Asia and Hartlepool. It is
anticipated that the sale of the
freehold property at Clacton will
mitigate the impact of these
exceptional costs in 2005.
Earnings per share increased by
21% to 6.3 pence compared with
5.2 pence last year. Earnings per
share before goodwill amortisation
and exceptional items rose by 38%
to 7.3 pence from 5.3 pence.
The Board proposes a final dividend
of 2.25 pence, bringing the total for
the year to 3.25 pence per ordinary
share. This represents an increase
of 12% compared with 2003
(2.9 pence), and is covered by
earnings before goodwill amortisation
and exceptional items 2.2 times.
STADIUM GROUP PLC
7
2004 2003
£’000 £’000
Turnover
– Asia 16,452 14,450
– UK 7,977 10,604
24,429 25,054
Operating profit 1,964 1,537
Electronics
Turnover sourced from Asia
operations grew by 14% to
£16.45m. This represents
underlying growth of 23% in 
local currency, diluted by an 
11% reduction in the average
value of the US dollar relative 
to sterling.
Turnover sourced from the UK
reduced by 25% from £10.60m 
to £7.98m. This was primarily
attributable to the winding down of
operations at Clacton, which closed
in December 2004. There was 
also a reduction in demand from
mature contracts at Hartlepool.
Notwithstanding this reduction, 
our UK manufacturing operations
remain an important element of our
comprehensive service offer to UK
customers, which still contribute
almost 60% of Electronics turnover
by destination. The increasing emphasis on higher
value contracts, and corresponding
reduction in commodity business,
again resulted in an improved
operating margin overall from 
6.1% to 8.0%. This also reflected
enhanced utilisation of capacity 
in our Asia facility, which is now
approximately 70%.
During the year, more than £0.60m
was invested in the Dongguan plant,
with the most significant benefit
being a doubling of capacity in the
automatic placement of surface
mounted components and associated
test facilities. The new equipment is
able to place a broader range of the
latest components, and supports 
the continued move towards more
technologically demanding contracts.
During the final quarter of the
year, Stadium Asia Limited
entered a product development
and manufacturing agreement
with Sealink Technology Limited, a
privately owned company registered
in Hong Kong. Sealink offers a range
of radio frequency (“RF”) products
for the marine and hobby markets
to a select group of original
equipment manufacturers and
distributors in Europe, Asia and the
USA. Under the agreement,
Stadium Asia will provide
manufacturing and customer
support services and Sealink will
retain responsibility for marketing,
product development and technical
support. Stadium Asia purchased
inventory and manufacturing
equipment from Sealink at net book
value of approximately £0.12m. This
arrangement offers opportunities 
to increase sales of products
previously offered by Sealink, which
amounted to approximately £0.70m
in 2004, and gives Stadium Asia
exposure to an important and
growing area of technical expertise.
On 1 January 2005, Daren Electronics
Limited changed its name to Stadium
Power Limited. This subsidiary,
based in Diss, Norfolk, offers a range
of standard power solutions and
provides design, engineering
and manufacturing services for 
more complex power management
applications. The name change
reflects the increasing integration
of the business into Stadium
Electronics, with projects engineered
at Diss being manufactured at
Hartlepool or Dongguan depending
upon volume and supply chain
considerations.
Chief Executive’s review continued
8
Annual Report and Accounts 2004
2004 2003
£’000 £’000
Turnover 9,372 9,821
Operating profit 871 890
Branded plastics
Turnover in the second half of the
year was maintained at prior year
levels after experiencing a reduction
in the first half.
New product launches in both
babycare and building products
markets were well received, and
are meeting sales expectations.
Sourcing activities in the Far East 
are becoming well established, 
and offer further opportunities for
new product development in 
coming months. Balance sheet and cash flow
Cash flow from operations
amounted to £1.03m compared
with £2.38m last year. The major
reason for the reduction was the
payment of additional pension
contributions of £1.89m (2003:
£0.49m) including a non-recurring
contribution of £0.88m of deficit
funding in August 2004. The
additional pension contributions 
are reflected in SSAP 24 variation
costs, charged to operating profit, of
£0.35m, and an increase in 
SSAP 24 prepayments (included in
debtors) of £1.54m.
Deferred consideration of 
£0.99m was collected during the
year resulting from the sale of
businesses in 2002, and the final
instalments totaling £0.31m fall due
in the first half of 2005. Bank loans
payable by quarterly instalments
reduced by £1.15m during the year,
including gains on foreign exchange
amounting to £0.13m.
Net bank borrowings at the 
end of the year stood at £1.58m
(2003: £1.59m), giving gearing of
11.4% (2003: 12.0%).
Pension costs
There has been a significant
increase in the company’s funding
of its historic pension liabilities
during the year, and the
performance of the underlying
investment assets has continued to
show improvement. It should be
noted, however, that the actuarial
estimate of the present value of
future liabilities reflects increases
resulting from prevailing discount
rates and mortality assumptions. 
The results of the next triennial
review for accounting purposes are
expected in July 2005, when full
consideration will be given in the
light of UK and International
Accounting Standards.
Current trading and prospects
Customer orders, products in
development and new enquiries are
all at high levels, and current trading
is consistent with our expectations.
Our main growth activities – 
the provision of high value
manufacturing services from
Stadium Asia and the design and
build of custom power solutions –
have reached a turnover exceeding
£14m from a standing start in
March 2000. We are confident 
that our growing reputation and
expanding network of worldwide
sales contacts can deliver
opportunities to maintain 
this momentum.
Nigel Rogers
Chief Executive
28 February 2005
STADIUM GROUP PLC
9 Directors’ report
STADIUM GROUP plc
10
Annual Report and Accounts 2004
The directors present their report and the
audited financial statements for the year
ended 31 December 2004.
Principal activities
The principal activities of the Group are 
the manufacture and sale of electronic
assemblies, and plastic mouldings.
Results and dividends
The results for the year are set out in the
consolidated profit and loss account on 
page 19. A review of the activities, results
and future development of the Group is
given in the Chairman’s statement on 
page 5, and the Chief Executive’s review 
on pages 6 to 9.
An interim dividend of 1.0 pence 
(2003: 0.95p) per ordinary share amounting
to £282,000 (2003: £268,000) was paid on 
4 October 2004. The directors recommend 
payment of a final dividend of 2.25 pence 
(2003: 1.95 pence) per share amounting 
to £635,000 (2003: £550,000).
The retained profit for the financial year,
amounting to £859,000 will be transferred 
to reserves (2003: £660,000).
Directors and directors’ interests
The directors of the Company during the year and their interests in the ordinary share capital
(all beneficial, and including related family interests) were as follows:
Ordinary Shares of 5p each
31 Dec Options 31 Dec
2004 Acquired exercised 2003
Ken Leung 105,000 55,000 – 50,000
Kevin Morley 57,000 –– 57,000
Nigel Rogers 136,655 12,500 12,500 111,655
Kamal Verma 304,237 30,000 – 274,237
Struan Wiley 22,833 –– 22,833
Entitlements of the directors at 31 December 2004 to purchase ordinary shares of 5p each
under the share option schemes in Note 17 to the accounts, were as follows:
1996 Executive Share Option Scheme
Granted Granted Granted
29 June 01 18 April 02 31 Dec 02
Exercise price 40p 35p 35p
Ken Leung 45,000 25,000 470,200
Nigel Rogers 57,000 80,000 470,200
Kamal Verma 74,000 60,000 470,200
On 23 February 2004, Nigel Rogers exercised 12,500 options granted on 28 March 1995 at a
price of 55 pence each. At that date the quoted share price was 68 pence, resulting in a gain
of £1,625. There were no other movements during the year.
On 21 February 2005, Ken Leung, Nigel Rogers and Kamal Verma exercised 176,000 options
granted on 29 June 2001 at a price of 40 pence each as detailed above. At that date the
quoted share price was 82 pence resulting in gains of £18,900, £23,940 and £31,080
respectively. The market price of ordinary shares at 
31 December 2004 was 80p, and the 
shares traded in the range 64p to 82.5p 
during the year. 
Full details of directors’ shareholdings and
options to subscribe are recorded in the
Register of Directors’ Interests, which is
open to inspection by members. 
Authority to purchase own shares
A resolution giving the Company authority to
purchase its own issued ordinary shares of 
5 pence each will be proposed at the Annual
General Meeting. This authority is limited 
to purchases through the London Stock
Exchange at a price of not less than 5 pence
per share and not more than 5% above the
average of the middle-market quotations 
of the Company’s shares as shown in the
Alternative Investment Market Daily Official
List for the 10 business days before the
purchase is made, covering a maximum
number of 4,234,000 shares, being
approximately 15% of the Company’s 
present issued ordinary share capital.
The directors would not propose to exercise
the authority to make purchases unless the
expected effect of the purchase would be to
increase earnings per share of the remaining
shares in the capital of the Company, and
unless the purchase is generally in the 
best interest of shareholders. Any shares
purchased under this authority would be
treated as cancelled and the number of
shares in issue reduced accordingly. The
directors presently intend that a resolution 
to renew this authority will be proposed at
each succeeding Annual General Meeting.
STADIUM GROUP PLC
11
Substantial shareholdings
As far as the directors are aware, the only notifiable holdings equal to or in excess of 3 per cent
of the issued ordinary share capital at 31 January 2005 were:
Ordinary shares of 5p each Number %
J O Hambro Capital Management 2,745,000 9.7
Gartmore Investment Management 2,026,819 7.2
Framlington Investment Management 1,666,000 5.9
EW Wiseman Trust 1,542,920 5.5
AE Fry 1,432,750 5.1
DC Fry 1,030,750 3.7
AE Wiseman 1,026,072 3.6
SC Fry 860,000 3.0 Employees
The Group actively encourages employee
participation and involvement through a
programme which includes an element of
performance related remuneration. In
addition, the share option schemes outlined
in note 17 to the accounts offer employees
the opportunity to benefit from the future
development prospects of the Group.
It is the Group’s policy to give full and fair
consideration to all applications from
disabled persons, with due consideration
being given to respective aptitudes and
abilities. The same policy applies in the
event of employees who become disabled
during employment. Appropriate training is
provided where applicable.
Payment of suppliers
It is the company’s policy to pay all suppliers
within payment terms formally agreed on 
an individual basis. The average period of
credit taken during 2004 was 60 days 
(2003: 60 days).
Donations
The Group made charitable donations 
during the year amounting to £1,000 
(2003: £1,000). No contributions were 
made to any political organisation.
Auditors
A resolution to reappoint
PricewaterhouseCoopers LLP as auditors to
the company will be proposed at the annual
general meeting.
By order of the Board
David Collins
Company Secretary
28 February 2005
Directors’ report continued
STADIUM GROUP plc 
12
Annual Report and Accounts 2004 The Directors
The board of directors, which leads and controls the company has a formal schedule of
matters reserved for it, and consists of:
Non-executive chairman
Chief executive
Managing director – Electronics
Managing director – Stadium Asia
Senior independent director
The chairman and the senior independent director provide the appropriate balance between
the executive and non-executive directors, for a company of this size.
The board of directors take independent professional advice where necessary, at the
company’s expense. The board meets monthly, and the monthly management accounts and
other relevant information are circulated to all board members in advance of these meetings.
The consolidated group management accounts allow the performance of individual businesses
to be monitored against budget, previous forecasts and prior year actual results.
Existing directors are required to retire and submit themselves for re-election at least every
three years or at the first AGM after appointment. The appointment of new directors is
delegated to a nominations committee, which makes recommendations to the Board.
Directors’ remuneration
The Remuneration Committee consists entirely of the non-executive directors, and their 
policy and the details of each director’s remuneration are clearly explained in their report on
pages 15 and 16 and in note 5.
A proportion of the executive directors’ remuneration is structured so as to link rewards to
corporate and individual performance. The board will consider every year whether the report 
of the Remuneration Committee should be an item on the AGM agenda.
Relations with the shareholders
After the announcement of the interim and final results the directors meet the major
institutional and private shareholders to discuss trading and future developments. The board
encourages all shareholders to participate at the AGM. Corporate news and financial
information is provided on the company’s website at www.stadium.co.uk.
New Combined Code
The board recognises that the New Combined Code represents best practice for AIM-listed
companies, and regulates its activities with regard to the principles and provisions contained
therein.
Statement of directors’ responsibilities
The directors are responsible for keeping proper accounting records that disclose with
reasonable accuracy at any time the financial position of the company and the group and to
enable them to ensure that the financial statements comply with the Companies Act 1985. 
They are also responsible for safeguarding the assets of the company and the group and
hence for taking steps for the prevention and detection of fraud and other irregularities.
Corporate governance
STADIUM GROUP PLC
13 Statement of directors’ responsibilities (continued)
The directors understand their responsibility, under company law, to prepare financial
statements for each financial year which give a true and fair view of the state of affairs of the
company and the group at the end of the financial year and of the profit or loss of the group
for the year to that date, along with public information that gives a balanced and
understandable assessment of the company’s position and prospects. In preparing these
financial statements the directors have:
– selected suitable accounting policies and applied them consistently;
– made judgements and estimates that are reasonable and prudent;
– used applicable accounting standards;
Internal control
The system of internal controls established by the directors is intended to be comprehensive,
although the limitations of any system of control is such that it is designed to manage rather
than eliminate the risk of failure to achieve business objectives and it provides a reasonable,
rather than absolute, level of assurance against material misstatement or loss.
The principal features of the system of internal financial controls are:
– budgetary control over all operating units, measuring performance against pre-determined
targets on at least a monthly basis
– regular forecasting and reviews covering trading performance, assets, liabilities and cash
flows
– delegated limits of authority covering key financial commitments including capital
expenditure and recruitment
– identification and management of key business and inherent risks
– implementation and annual review of a group compliance manual.
The board continually reviews the effectiveness of other internal controls, including financial,
operational, compliance controls and risk management.
Audit Committee
The Audit Committee, which comprises the non-executive directors, meets to consider the
scope and key issues in planning the external audit. The external auditors report their findings
and any recommendations to the Audit Committee prior to the approval of the financial
statements.
Going concern
The directors confirm that, after having made appropriate enquiries, they have a reasonable
expectation that the group and company have adequate resources to continue operating for
the foreseeable future. Accordingly the directors continue to adopt the going concern basis in
the preparation of the accounts.
By order of the Board
David Collins
Company Secretary
28 February 2005
Corporate governance continued
14
Annual Report and Accounts 2004 I present, on behalf of the Remuneration Committee of the board of directors, a report on
executive remuneration for the year ended 31 December 2004.
All matters relating to the remuneration of the executive directors are dealt with by the
Remuneration Committee which comprises the two non-executive directors of the company.
The objective of the Remuneration Committee is to ensure that the executive directors are
fairly rewarded for their contribution to the overall performance of the group, and that their
remuneration is set in such a manner as to attract, retain and motivate suitable individuals with
due regard to the effect upon the operating costs of the company.
The Remuneration Committee considers all elements comprising executive remuneration,
including basic salary, annual performance related payments, benefits in kind, grants of share
options and other longer term performance related remuneration, pension provision and period
of contractual notice.
Basic entitlements
Each of the executive directors has a service contract which is subject to a notice period of
twelve months.
The executive directors are each paid a basic annual salary which is open to review each
January. In addition, the executive directors are entitled to annual performance related
bonuses which are dependent upon the attainment of specific financial targets. Further
benefits in kind are awarded as appropriate, including the provision of a company car and
private medical insurance.
Pension provision
The UK executive directors are members of the Stadium Group Retirement Benefits Plan
(1974), with benefits accruing at a rate at which they become entitled to a pension of two
thirds of final earnings at 60 years of age. Nigel Rogers has an unfunded pension promise in
relation to the impact, if any, of the Inland Revenue earnings cap. Membership of the plan also
provides a death in service benefit of four times earnings and a widow’s pension of half the
directors’ pension. The plan is contributory at the rate of 7.5% (2003: 7.5%).
Share options and other long term performance related payments
The executive directors are entitled to participate in the 1996 Executive Share Option Scheme
on the same terms as all other employees. In addition, executive directors have been granted
further options under this scheme which are normally exercisable after five years and are
subject to more stringent performance criteria. Details of these options are set out on page 10
and note 17 to the accounts.
Report of the Remuneration Committee on behalf of the Board
STADIUM GROUP PLC
15 The executive directors participate in a long term incentive scheme which commenced on 
1 January 2003 and matures on 31 December 2005. No other employees will participate in this
scheme, and only current executive directors who continue to be employed on 1 January 2006
will receive any payment. Payments under the scheme are dependent upon the level of real
growth (adjusted for RPI changes) in fully diluted earnings per ordinary share, against a base
point of 4.0p pre-exceptional earnings per share from continuing activities before goodwill
amortisation. No payments will be made if real growth (after providing for any costs of the
scheme) is below 25% over three years. Payments for real growth above this level will be 
as follows:
Real EPS growth Bonus as a %
(after costs of scheme) of 2005 salary
<25% Nil
25% 25
each add. 1% up to 35% 2
35% 45
each additional 1% 3
without upper limit
There will be no substantive changes to the scheme in future without prior shareholder
approval. Copies of the terms of the scheme are available for inspection at the Registered
Office, Stephen House, Brenda Road, Hartlepool and will be available immediately prior to the
Annual General Meeting.
Non-executive directors’ remuneration is determined by the board as a whole, and is set at
levels intended to attract individuals of an appropriate calibre.
Details of directors’ remuneration for the year ended 31 December 2004 are provided in 
note 5 to the accounts.
Struan Wiley
Chairman –  Remuneration Committee
28 February 2005
Report of the Remuneration Committee on behalf of the Board
continued
16
Annual Report and Accounts 2004 We have audited the financial statements which comprise the consolidated profit and loss
account, the statement of group total recognised gains and losses, the balance sheets, the
consolidated cash flow statement, the statement of accounting policies, and the related notes.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements in
accordance with applicable United Kingdom law and accounting standards are set out in the
statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and
regulatory requirements and United Kingdom Auditing Standards issued by the Auditing
Practices Board. This report, including the opinion, has been prepared for and only for the
company’s members as a body in accordance with Section 235 of the Companies Act 1985
and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view
and are properly prepared in accordance with the Companies Act 1985. We also report to you
if, in our opinion, the directors’ report is not consistent with the financial statements, if the
company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law regarding directors’
remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications 
for our report if we become aware of any apparent misstatements or material inconsistencies
with the financial statements. The other information comprises only the chairman’s statement,
the chief executive’s review, the directors’ report, the corporate governance statement, and
the report of the remuneration committee on behalf of the board.
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of the financial
statements, and of whether the accounting policies are appropriate to the company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable
assurance that the financial statements are free from material misstatement, whether caused
by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of 
the company and the group at 31 December 2004 and of the profit and cash flows of the
group for the year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Newcastle upon Tyne
28 February 2005
Independent Auditors’ Report to the 
members of Stadium Group plc
STADIUM GROUP PLC
17 Registered office Stephen House
Brenda Road
Hartlepool
TS25 2BQ
Registered number 236394
Registrars Capita Registrars
The Registry
34 Beckenham Road
Kent
BR3 4TU
Auditors PricewaterhouseCoopers LLP
89 Sandyford Road
Newcastle upon Tyne
NE1 8HW
Bankers National Westminster Bank plc
48 Albert Road
Middlesbrough
TS1 1QD
Advisors Brewin Dolphin Securities Ltd
34 Lisbon Street
Leeds
LS1 4LX
Corporate directory
STADIUM GROUP plc
18
Annual Report and Accounts 2004 2004 2003
Notes £000’s £000’s
Turnover – Continuing operations 1 33,801 34,875
Cost of sales (25,454) (26,487)
Gross profit 8,347 8,388
Net operating expenses before exceptional items and goodwill amortisation (5,947) (6,449)
Exceptional items 3 (202) –
Goodwill amortisation (132) (132)
Net operating expenses 3 (6,281) (6,581)
Operating profit – Continuing operations 2 2,066 1,807
Net exceptional gains 3 – 111
Interest payable (net) 3 (60) (55)
Profit on ordinary activities before taxation 3 2,006 1,863
Taxation 6 (230) (385)
Profit for the financial year 1,776 1,478
Dividends 7 (917) (818)
Retained profit for the year 21 859 660
Earnings per share
Basic 23 6.3p 5.2p
Diluted 23 6.1p 5.1p
Earnings per share from continuing
operations before goodwill
amortisation and exceptional items
Basic 23 7.3p 5.3p
Diluted 23 7.0p 5.2p
Statement of Group total recognised gains and losses 2004 2003
£000’s £000’s
Profit for the financial year 1,776 1,478
Exchange adjustments offset in reserves 21 (212) (90)
Total gains and losses recognised for the year 1,564 1,388
Consolidated profit and loss account 
for the year ended 31 December 2004
STADIUM GROUP PLC
19 Group Company
2004 2003 2004 2003
Notes £000’s £000’s £000’s £000’s
Fixed assets
Intangible assets 8 669 801 – –
Tangible assets 9 10,132 10,218 7,918 8,383
Investments 10 – – 5,411 5,411
10,801 11,019 13,329 13,794
Current assets
Stocks 11 3,847 3,507 1,442 1,868
Debtors due after more than one year 12(a) – 313 – 313
Debtors due within one year 12(b) 9,288 7,880 5,965 5,750
Cash at bank and in hand 662 1,053 2 2
13,797 12,753 7,409 7,933
Creditors: amounts falling due within one year
Bank overdrafts 14 (788) (36) (3,119) (1,816)
Creditors 13 (9,420) (8,727) (4,368) (5,971)
(10,208) (8,763) (7,487) (7,787)
Net current assets/(liabilities) 3,589 3,990 (78) 146
Total assets less current liabilities 14,390 15,009 13,251 13,940
Creditors: amounts falling due after more than one year 14 (485) (1,606) (485) (1,606)
Provision for liabilities and charges 16 (53) (205) – (244)
Net assets 13,852 13,198 12,766 12,090
Capital and reserves
Called up equity share capital 17 1,412 1,411 1,412 1,411
Share premium account 18 4,038 4,032 4,038 4,032
Capital redemption reserve 19 88 88 88 88
Merger reserve 20 2,751 2,751 – –
Profit and loss account 21 5,563 4,916 7,228 6,559
Equity shareholders’ funds 22 13,852 13,198 12,766 12,090
The accounts were approved by the Board on 28 February 2005 and signed on its behalf by:
Nigel Rogers
Director
Balance sheets
at 31 December 2004
20
Annual Report and Accounts 2004 Notes 2004 2003
£000’s £000’s
Net cash inflow from operating activities A 1,029 2,375
Servicing of finance
Net interest paid (60) (55)
Net cash outflow from servicing of finance (60) (55)
Taxation (372) (7)
Capital expenditure
Purchase of tangible fixed assets (914) (546)
Sale of tangible fixed assets 28 681
Net cash (outflow)/inflow from capital expenditure (886) 135
Disposals
Receipt of deferred consideration 989 1,000
Cash inflow from disposals 989 1,000
Equity dividends paid (832) (790)
Net cash (outflow)/inflow before financing (132) 2,658
Financing
Loans repaid C (1,017) (1,196)
Equity share capital subscribed 7 –
Net cash outflow from financing (1,010) (1,196)
(Decrease)/increase in cash B (1,142) 1,462
Consolidated cash flow statement 
for the year ended 31 December 2004
STADIUM GROUP PLC
21 A Net cash inflow from operating activities
2004 2003
£000’s £000’s
Operating profit 2,066 1,807
Release of grants received (67) (67)
Goodwill amortisation 132 132
Depreciation 860 1,077
Loss on sale of tangible fixed assets 14 –
(Increase)/decrease in stocks (340) 620
(Increase) in debtors (2,085) (159)
Increase/(decrease) in creditors 449 (1,035)
Net cash inflow from operating activities 1,029 2,375
B Analysis of changes in net debt
2003 Cash flow Exchange 2004
£000’s £000’s £000’s £000’s
Cash 1,053 (391) – 662
Bank overdrafts (36) (751) (1) (788)
Sub total 1,017 (1,142) (1) (126)
Loans due within one year (1,041) 71 – (970)
Loans due after more than one year (1,561) 946 130 (485)
(1,585) (125) 129 (1,581)
C Reconciliation of net cash flow to movement in net debt
2004 2003
£000’s £000’s
(Decrease)/increase in cash in period (1,142) 1,462
Cash outflow from decreases in debt 1,017 1,196
Movement in net debt resulting from cash flows (125) 2,658
Consolidated cash flow statement 
for the year ended 31 December 2004
22
Annual Report and Accounts 2004 Basis of accounting
The financial statements have been prepared under the historical cost convention in accordance
with the Companies Acts and applicable Accounting Standards in the United Kingdom.
Basis of consolidation
The Group accounts consolidate those of the Company and its subsidiaries. Businesses
acquired or disposed of during the year are consolidated from the effective date of acquisition
or until the effective date of disposal.
Grants
Grants received as a contribution towards specific expenditure on fixed assets are held in a
deferred income account and recognised in the profit and loss account over the expected
useful lives of the related assets.
Other grants received, including Regional Selective Assistance, are held in a deferred income
account and recognised in the profit and loss account so as to match them with expenditure 
to which they are intended to contribute.
Goodwill
Purchased goodwill is included within intangible assets, and amortised over its useful
economic life. In accordance with FRS 10 previously written off goodwill has not been
reinstated into the balance sheet, and is written back to the profit and loss account in the
event of a subsequent disposal.
Fixed assets
Fixed assets are stated at cost less accumulated depreciation. Depreciation is provided at
rates calculated to write down the cost of assets (excluding freehold land) over their estimated
useful lives by equal annual instalments at the following rates:
Freehold buildings 2%
Plant and machinery 10%-25%
Fixtures and equipment 10-25%
Investments in subsidiary undertakings in the accounts of the Company are stated at cost less
provision for impairment.
Stocks and work in progress
Stocks and work in progress are stated at the lower of cost and net realisable value. Cost is
determined on a first in, first out basis including transport and handling costs and, in the case
of manufactured products, includes all direct expenditure and production overheads based on
normal levels of activity.
Deferred taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not
reversed at the balance sheet date where transactions or events that result in an obligation to
pay more tax in the future or a right to pay less tax in the future have occurred at the balance
sheet date. A deferred tax asset is regarded as recoverable and therefore recognised only
when, on the basis of all available evidence, it can be regarded as more likely than not that
there will be suitable taxable surpluses from which the future reversal of the underlying timing
differences can be deducted. Deferred tax balances are not discounted.
Statement of accounting policies
STADIUM GROUP plc
STADIUM GROUP PLC
23 Pension costs
Defined benefit scheme
The expected cost of providing pension benefits (the regular cost) is provided over the 
service lives of employees as a substantially level percentage of the current and expected
future pensionable payroll in the light of current actuarial assumptions.
Variations from the regular cost of providing pension benefits are recognised over the
remaining service life of current employees.
Defined contribution schemes
Contributions payable are charged to the profit and loss account in the accounting period in
which they are incurred.
Foreign currencies 
Transactions denominated in foreign currencies are recorded at the prevailing rate on the date
of the transaction.
Trading assets and liabilities denominated in foreign currencies are translated into sterling 
at the rate prevailing at the year end. Gains and losses arising on the translation of foreign
currencies are dealt with as part of operating profit.
The assets and liabilities of foreign subsidiary undertakings are translated into Sterling at the
year end exchange rate. Exchange differences arising on retranslation of opening assets and
liabilities, and on long term financing denominated in foreign currency, are taken directly 
to reserves.
The profits and losses of foreign subsidiary undertakings are translated into Sterling at the
average exchange rate prevailing during the year. Exchange differences arising are dealt with 
in reserves. 
Turnover
Turnover represents the value of invoiced sales of goods and services during the year, net of
value added tax and discounts. Invoices are raised when goods are despatched to customers
and title to the goods passes.
Statement of accounting policies continued
STADIUM GROUP plc
24
Annual Report and Accounts 2004 1 Turnover
2004 2003
(a) By origin: £000’s £000’s
Electronics – manufactured in Asia 16,452 14,450
– manufactured in UK 7,977 10,604
24,429 25,054
Branded Plastics – UK 9,372 9,821
33,801 34,875
2004 2003
Electronics Total Electronics Total
(b) By destination: £000’s £000’s £000’s £000’s
UK 14,512 23,452 15,678 25,040
Europe 3,642 4,044 2,712 3,130
Asia 2,686 2,686 3,777 3,777
Americas 1,843 1,843 1,886 1,886
Other 1,746 1,776 1,001 1,042
24,429 33,801 25,054 34,875
2004 2003
Electronics Total Electronics Total
(c) By industry sector: £000’s £000’s £000’s £000’s
Consumer 9,837 19,209 8,753 18,574
Industrial 5,992 5,992 6,525 6,525
Automotive 5,437 5,437 6,412 6,412
Telecom 3,163 3,163 3,364 3,364
24,429 33,801 25,054 34,875
2 Segment information
Operating profit Net assets
2004 2003 2004 2003
£000’s £000’s £000’s £000’s
Electronics 1,964 1,537 6,296 6,624
Branded Plastics 871 890 3,934 3,624
Group
Pension (SSAP 24 variation) (348) (348) 2,871 1,325
Exceptional operating costs (202) – – –
Goodwill (132) (132) 669 801
Other (87) (140) 82 824
(769) (620) 3,622 2,950
Total 2,066 1,807 13,852 13,198
Notes to the financial statements
STADIUM GROUP plc 
STADIUM GROUP PLC
25 3 Profit on ordinary activities before taxation
2004 2003
£000’s £000’s
(a) Net operating expenses
Distribution costs (1,054) (1,188)
Administrative expenses (5,610) (5,772)
Other operating income 383 379
(6,281) (6,581)
(b) Administrative expenses include exceptional operating costs arising primarily from the closure of
manufacturing operations at Clacton, including redundancy costs of £120,000.
(c) Net exceptional gains/(losses) comprise:
Loss on sale of subsidiaries – (275)
Gain on sale of freehold properties – 386
– 111
(d) Profit on ordinary activities before taxation is stated after charging/(crediting):
Auditors’ remuneration:
for audit services (including £20,000 in respect of the Company, 2003: £20,000) 54 54
for taxation services 14 20
Depreciation 860 1,077
Goodwill amortisation 132 132
Deferred grants (67) (67)
Loss on sale of tangible fixed assets 14 –
(e) Interest payable (net) comprises:
Interest receivable 42 81
Interest payable on bank loan and overdrafts (102) (136)
(60) (55)
4 Employees
Average number of employees (including directors) during the year was: 2004 2003
Production – Plastics 85 99
– UK Electronics 174 242
– Asia Electronics 822 696
Selling and administrative 528 431
1,609 1,468
Aggregate payroll costs were as follows: £000’s £000’s
Wages and salaries 7,490 7,689
Social Security costs 457 510
Pension costs (note 24) 547 580
8,494 8,779
Notes to the financial statements continued
STADIUM GROUP plc
Annual Report and Accounts 2004
26 5 Directors’ remuneration 2004 2003
£000’s £000’s
Fees 57 55
Salaries and benefits in kind 459 450
Bonus 126 112
642 617
Directors’ remuneration comprised: Benefits
Fees Salary Bonus in kind Total 2003
£000’s £000’s £000’s £000’s £000’s £000’s
Ken Leung – 115 42 12 169 164
Kevin Morley 25 ––– 25 25
Nigel Rogers – 165 42 10 217 212
Kamal Verma – 147 42 10 199 186
Struan Wiley 32 ––– 32 30
Total 57 427 126 32 642 617
Nigel Rogers and Kamal Verma are both members of a defined benefit pension scheme (see note 24) and total
company contributions in the year were £34,000 (2003: £18,000). The accrued pension of the highest paid director
was £49,000 (2003: £52,000).
In addition to the directors’ remuneration set out above, the sum of £125,000 (2003: £125,000) was charged to the
profit and loss account in respect of provisional amounts that may be awarded on the maturity date of the long term
incentive scheme described on page 16.
6 Taxation 2004 2003
Current tax: £000’s £000’s £000’s £000’s
UK corporation tax on profit of the period – -
Adjustments in respect of previous periods 15 (1)
15 (1)
Foreign tax 362 325
Total current tax 377 324
Deferred tax:
Origination and reversal of timing differences 295 224
Adjustments in respect of previous periods (442) (163)
Total deferred tax (147) 61
Tax on profit on ordinary activities 230 385
The tax assessed for the period is lower than the 
standard rate of corporation tax in the UK (30 per cent). 
The differences are explained below:
Profit on ordinary activities before tax 2,006 1,863
Profit on ordinary activities multiplied by standard 
rate of corporation tax in the UK of 30% (2003: 30%) 602 559
Effects of:
Expenses not deductible for tax purposes 58 54
Capital allowances for period in excess of depreciation (295) (224)
Overseas earnings at lower rates (203) (64)
Deferred tax asset not recognised 200 –
Adjustments in respect of previous periods 15 (1)
Current tax charge for period 377 324
STADIUM GROUP PLC
27 7 Dividends
2004 2003
Equity £000’s £000’s
Ordinary dividends:
Interim dividend at 1.0p per share (2003: 0.95p) 282 268
Final dividend at 2.25p per share (2003: 1.95p) 635 550
917 818
8 Intangible fixed assets
GROUP Goodwill
Cost £000’s
At 1 January 2004 and at 31 December 2004 8,016
Amortisation
At 1 January 2004 7,215
Charge for year 132
At 31 December 2004 7,347
Net book amount
31 December 2004 669
31 December 2003 801
The net book amount of goodwill at 31 December 2004 relates to the acquisition of Stadium Asia Limited in
March 2000, and is amortised on a straight line basis over ten years ending in 2009.
9 Tangible fixed assets
Freehold
land & Plant & Fixtures &
buildings machinery equipment Total
GROUP £000’s £000’s £000’s £000’s
Cost
At 1 January 2004 10,793 11,689 2,255 24,737
Additions – 780 133 913
Disposals – (312) (27) (339)
Exchange (29) (122) (40) (191)
At 31 December 2004 10,764 12,035 2,321 25,120
Depreciation
At 1 January 2004 2,769 9,962 1,788 14,519
Charge in year 201 512 147 860
Disposals – (279) (18) (297)
Exchange (3) (67) (24) (94)
At 31 December 2004 2,967 10,128 1,893 14,988
NBV
NBV at 31 December 2004 7,797 1,907 428 10,132
NBV at 1 January 2004 8,024 1,727 467 10,218
Notes to the financial statements continued
STADIUM GROUP plc
Annual Report and Accounts 2004
28 9 Tangible fixed assets continued
Land & Plant & Fixtures &
buildings machinery equipment Total
COMPANY £000’s £000’s £000’s £000’s
Cost
At 1 January 2004 9,976 4,187 966 15,129
Additions – 618 24
Disposals – (53) (21) (74)
At 31 December 2004 9,976 4,140 963 15,079
Depreciation
At 1 January 2004 2,342 3,639 765 6,746
Charge in year 195 207 66 468
Disposals – (40) (13) (53)
At 31 December 2004 2,537 3,806 818 7,161
NBV
NBV at 31 December 2004 7,439 334 145 7,918
NBV at 1 January 2004 7,634 548 201 8,383
There were no outstanding commitments in respect of Group capital expenditure.
10 Investments
Company
2004 2003
Investments in subsidiary companies at net book amount: £000’s £000’s
At 1 January 5,411 5,250
Investment in STMC Limited – 161
At 31 December 5,411 5,411
At 31 December 2004 the principal subsidiaries, included on consolidation, all of which were wholly owned were
as follows:
Name Nature of business Registration Operation
Stadium Asia Limited Electronic Manufacturing Services British Virgin Islands China/
Hong Kong
STMC Ltd Electronic Manufacturing Services Hong Kong China
Daren Electronics Limited Sale and manufacture of power units England & Wales UK
Quest Consumer Products Limited Babycare and nursery goods England & Wales UK
STADIUM GROUP PLC
29 11 Stocks
Group Company
2004 2003 2004 2003
£000’s £000’s £000’s £000’s
Raw materials and consumables 1,904 1,755 288 460
Work in progress 550 635 343 449
Finished goods and goods for resale 1,393 1,117 811 959
3,847 3,507 1,442 1,868
12 Debtors
(a) Amounts due after more than one year:
Deferred consideration – 313 – 313
(b) Amounts due within one year:
Trade debtors 5,458 5,236 2,110 2,407
Deferred consideration 313 989 313 989
Amounts due from group companies – – 571 957
Other debtors 26 64 – 28
Prepayments and accrued income 3,491 1,591 2,971 1,369
9,288 7,880 5,965 5,750
13 Creditors: amounts falling due within one year
2004 2003 2004 2003
£000’s £000’s £000’s £000’s
Current portion of bank loans (secured) 970 1,041 970 1,041
Trade creditors 3,851 3,137 953 1,181
Amounts owed to group companies – – 61 1,456
Corporation tax payable 577 590 332 332
Tax and social security 462 464 354 311
Other creditors 547 455 30 63
Accruals and deferred income 2,378 2,490 1,033 1,037
Dividends payable 635 550 635 550
9,420 8,727 4,368 5,971
14 Creditors: amounts falling due after more than one year
Bank loans (secured) 485 1,561 485 1,561
Deferred income – 45 – 45
485 1,606 485 1,606
The net bank borrowings, including overdrafts, of Group companies are secured by fixed and floating charges
over the assets of the Group. There is a guarantee relating to indebtedness of all Stadium Group companies in
the UK to National Westminster Bank Plc, which is secured by a fixed and floating charge over the assets of all 
UK group companies.
Notes to the financial statements continued
STADIUM GROUP plc
Annual Report and Accounts 2004
30 15 Derivatives and other financial instruments
Set out below are the narrative and numerical disclosures required by Financial Reporting Standard 13
“Derivatives and other financial instruments.” The Group has taken advantage of the exemption available 
under FRS 13 not to provide numerical disclosures in relation to short-term debtors and creditors.
Narrative disclosures
Financial instruments:
The Group’s financial instruments, other than derivatives, comprise borrowings, some cash and liquid resources
and various items such as trade debtors, trade creditors, etc. that arise directly from its operations. The main
purpose of these financial instruments is to manage the finance of the Group’s operations.
It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments
shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and foreign
currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised
below.
Interest rate risk:
The Group finances its operations through a mixture of retained profits and bank borrowings. The Group borrows
in Sterling and US dollars at floating rates of interest.
Liquidity risk:
As regards liquidity, the Group’s policy is to maintain undrawn overdraft borrowing facilities in order to provide
flexibility in the management of the Group’s liquidity. At the year end the Group had overdraft facilities of 
£3,500,000 (2003: £3,500,000) of which £788,000 was being used (2003: £36,000).
Foreign currency risk:
The Group has transactional currency exposures. Such exposures arise from sales or purchases by operating
units in currencies other than Sterling, being the Group’s functional currency. The Group matches payments and
receipts to minimise exposure, and buys the currency when the liability falls due.
The Group has one significant overseas business, Stadium Asia. As a result the Group’s balance sheet can be
affected by movements in US$. This is mitigated by bank loans denominated in US$. Gains or losses arising 
from such borrowings are dealt with in reserves.
Numerical disclosures
Interest rate & currency profile of financial liabilities:
The Group’s financial liabilities are denominated in Sterling and US$ and have floating interest rates. The floating
rate financial liabilities comprise:
•  Bank borrowings in US$ that bear interest at 0.7% above LIBOR.
•  Overdraft in Sterling that bears interest at rates based on bank base rates plus 1%.
Maturity of financial liabilities and undrawn facilities:
The maturity profile of the Group’s loans and overdrafts and undrawn facilities at 31 December 2004 was as
follows:
2004 2003
Liabilities Undrawn Liabilities Undrawn
£000’s £000’s £000’s £000’s
In 1 year or less, or on demand 1,758 2,712 1,077 3,464
In more than 1 year but not more than 2 years 485 – 1,041 –
In more than 2 years but not more than 5 years –– 520 –
2,243 2,712 2,638 3,464
STADIUM GROUP PLC
31 15 Derivatives and other financial instruments continued
Currency exposures:
At 31 December 2004 the group had net borrowings denominated in US$ of £1,455,000 (2003: £2,602,000). 
During the year the group realised net currency gains of £129,000 (2003: £282,000) on this facility which has 
been credited to reserves.
Fair values of financial assets and liabilities:
Set out below is a comparison by category of book values and fair values of the Group’s financial assets and
liabilities as at 31 December 2004.
2004 2003
Book Value Fair Value Book Value Fair Value
£000’s £000’s £000’s £000’s
Cash at bank and in hand 662 662 1,053 1,053
Bank loans and overdrafts repayable within one year (1,758) (1,758) (1,077) (1,077)
Bank loans repayable after more than one year (485) (485) (1,561) (1,561)
16 Provision for liabilities and charges Group Company
2004 2003 2004 2003
£000’s £000’s £000’s £000’s
Deferred taxation has been fully provided at 
30% (2003: 30%) in respect of:
Capital allowances (272) (133) (272) (94)
Other timing differences 325 338 272 338
53 205 – 244
Movement on the deferred tax account was as follows:
At 1 January 2004 205 150 244 385
Foreign exchange adjustment (5) (6) – –
Profit and loss account (147) 61 (244) (141)
At 31 December 2004 53 205 – 244
Deferred tax assets have not been recognised in relation to capital allowances in the UK subsidiaries, as profits 
in these subsidiaries are currently covered by losses arising in the parent company. The UK companies within 
the Group expect to be able to claim capital allowances in excess of depreciation in future years. The total
amount unrecognised is £135,000.
17 Equity share capital Group & Company
2004 2003
£000’s £000’s
Authorised
40,140,000 ordinary shares of 5p each 2,007 2,007
Allotted, called up and fully paid:
1 January 2004: 28,212,198 ordinary shares of 5p each 1,411 1,411
Issued during the year: 12,500 ordinary shares of 5p each 1 –
31 December 2004: 28,224,698 ordinary shares of 5p each 1,412 1,411
Option agreements existed at 31 December 2004 to purchase ordinary shares of 5p each as follows:
Date granted Number of options Exercisable between: Price
4 March 1996 29,000 4 March 1999 & 4 March 2006 120p
21 March 1997 10,500 21 March 2000 & 21 March 2007 138.5p
31 March 1998 37,500 31 March 2001 & 31 March 2008 172.5p
19 October 1998 10,000 19 Oct 2001 & 19 Oct 2005 150.5p
29 March 1999 34,000 29 March 2002 & 29 March 2009 102.5p
10 April 2000 32,500 10 April 2003 & 10 April 2010 59p
29 June 2001 240,000 29 June 2004 & 29 June 2011 40p
18 April 2002 265,000 18 April 2005 & 18 April 2012 35p
13 May 2002 50,000 13 May 2005 & 13 May 2012 40p
31 December 2002 1,410,600 31 December 2007 & 31 December 2012 35p
17 March 2004 330,000 17 March 2007 & 17 March 2014 78.5p
Notes to the financial statements continued
STADIUM GROUP plc
Annual Report and Accounts 2004
32 18 Share premium account
2004 2003
Group & Group &
Company Company
£000’s £000’s
Balance at 1 January 4,032 4,032
12,500 shares issued at 55 pence each 6 –
Balance at 31 December 4,038 4,032
19 Capital redemption reserve
2004
Group &
Company
£000’s
Balance at 1 January 2004 and 31 December 2004 88
20 Merger reserve
Group
£000’s
Balance at 1 January 2004 and 31 December 2004 2,751
21 Profit and loss account
Group Company
2004 2004
£000’s £000’s
Retained profits at 1 January 2004 4,916 6,559
Retained profit for the year 859 485
Foreign exchange movement (212) 184
Retained profits at 31 December 2004 5,563 7,228
At 31 December 2004 accumulated goodwill and costs arising on acquisitions eliminated against reserves
amounted to £4,076,000 (2003: £4,076,000).
The profit for the year dealt with in the accounts of the holding company amounted to £1,402,000
(2003: £191,000). The directors have taken advantage of the exemption available under Section 230 of 
the Companies Act 1985 and have not presented a profit and loss account for the company alone.
22 Reconciliation of movements in equity shareholders’ funds
Group
2004 2003
£000’s £000’s
Profit for the financial year 1,776 1,478
Dividends and other appropriations (917) (818)
Share capital subscribed 7 –
Foreign exchange movement (212) (90)
Net movement 654 570
Equity shareholders’ funds at beginning of year 13,198 12,628
Equity shareholders’ funds at end of year 13,852 13,198
STADIUM GROUP PLC
33 23 Earnings per share
The calculation of basic earnings per share is based on the profit for the financial year of £1,776,000 
(2003: £1,478,000) and the weighted average number of ordinary shares in issue during the year of 28,222,883
(2003: 28,212,198).
Diluted earnings per share reflect dilutive options granted resulting in a weighted average number of 29,227,337
ordinary shares (2003: 28,799,409).
The reconciliation of basic earnings per share to earnings per share excluding exceptional items and goodwill
amortisation is as follows:
2004 2003
£000’s per share £000’s per share
Earnings before goodwill amortisation 
and exceptional items 2,049 7.3p 1,499 5.3p
Goodwill amortisation (132) (0.5)p (132) (0.5)p
Exceptional items (net of taxation) (141) (0.5)p 111 0.4p
Basic earnings per share 1,776 6.3p 1,478 5.2p
24 Pension commitments
(a) The Group operates two principal pension schemes for current employees.
(i) The Stadium 1974 Pension Scheme
This is a defined benefit plan available to employees and executive directors, with active membership
at 31 December 2004 of 46 (1 January 2004: 52). It was closed to new entrants in 1995. During 2004
the Company paid total contributions of £2,018,000 and have agreed with the actuary to make
contributions of £1,428,000 during 2005, subject to further advice.
Pension costs attributable to this scheme are assessed in accordance with the advice of an
independent actuary using the projected unit method. The latest actuarial review considered the
position as at 7 April 2002, and assumed that the annual investment return would exceed salary
increases (including merit) by a margin of 3%. At 7 April 2002 the middle market value of the scheme
assets was £14,898,000, which was sufficient on the stated assumptions to cover 82.6% of the
accrued benefits based on expected final salary levels. 
The profit and loss account effect of this scheme was a charge of £472,000 (2003: £484,000).
(ii) The Stadium 1996 Pension Plan
This is a defined contribution scheme with active membership at 31 December 2004 of 99, 
(1 January 2004: 108). The profit and loss account effect of this scheme, together with other minor
pension contributions made on a money purchase basis, was a cost of £75,000 (2003: £96,000).
Notes to the financial statements continued
STADIUM GROUP plc
Annual Report and Accounts 2004
34 24 Pension commitments continued
(b) FRS 17 Retirement Benefits
The valuations for 31 December 2004 FRS 17 disclosures have been estimated by the scheme actuary.
The financial assumptions used at the end of the period to calculate the scheme liabilities and expected
returns on assets are:
Valuation method Projected Unit
2004 2003 2002 2001
Discount rate 5.4% 5.6% 5.4% 6.0%
Salary increases 2.8% 2.8% 2.3% 3.0%
Inflation 2.8% 2.8% 2.3% 2.8%
Pension increases 2.5% 2.5% 2.3% 2.8%
Value at Value at Value at Value at
31 December 31 December 31 December 31 December
2004 2003 2002 2001
Investments (including long term £000’s £000’s £000’s £000’s
expected rate of return)
– Equities 9,125 (7.8%) 8,104 (7.9%) 7,871 (8.3%) 9,770(10.6%)
– Bonds 5,887 (4.9%) 4,356 (5.1%) 3,240 (5.4%) 3,210 (6.0%)
– Others 1,708 (7.8%) 1,441 (7.8%) 1,344 (4.0%) 1,957 (6.0%)
16,720 13,901 12,455 14,937
Based on the FRS 17 assumptions the funding of the schemes was:
2004 2003 2002
£000’s £000’s £000’s
Market value of assets 16,720 13,901 12,455
Present value of liabilities (24,275) (23,332) (22,428)
Scheme deficit (7,555) (9,431) (9,973)
Related deferred tax asset 2,267 2,829 2,992
Net pension liability under FRS 17 (5,288) (6,602) (6,981)
If FRS 17 had been applied the balance sheet would have been restated as follows:
Group Group Group
2004 2003 2002
£000’s £000’s £000’s
Net assets
Net assets excluding net pension liability 13,852 13,198 12,628
Reversal of SSAP 24 prepayment net of deferred tax (2,010) (928) (822)
Net pension liability (5,288) (6,602) (6,981)
Net assets including pension liability 6,554 5,668 4,825
Reserves
Profit and loss account excluding net pension liability 5,563 4,916 4,346
Reversal of SSAP 24 prepayment net of deferred tax (2,010) (928) (822)
Net pension liability (5,288) (6,602) (6,981)
Profit and loss account including pension liability (1,735) (2,614) (3,457)
STADIUM GROUP PLC
35 24 Pension commitments continued
If FRS 17 had been applied the profit and loss account would have been restated as follows:
2004 2003
£000’s £000’s
Profit before taxation as stated 2,006 1,863
Reversal of costs accounted for under SSAP24:
Pension costs 472 484
Costs accounted for under FRS 17
Current service costs (177) (145)
Total service costs (177) (145)
Expected return on scheme assets 1,011 911
Interest on scheme liabilities (1,293) (1,197)
Net finance cost (282) (286)
Net costs under FRS 17 (459) (431)
Profit before taxation as restated 2,019 1,916
The movement in deficit under FRS 17 during the year comprised
2004 2003
£000’s £000’s
Deficit in the scheme at 1 January (9,431) (9,973)
Current service costs (177) (145)
Costs of settlement – –
Contributions 2,018 626
Net finance cost (282) (286)
Actuarial gain 317 347
Deficit in the scheme at 31 December (7,555) (9,431)
Analysis of effect on the statement of total recognised
gains and losses comprised: 2004 2003
£000’s £000’s
Actual return less expected return on scheme assets 682 805
Experience gains and losses on scheme liabilities 240 (403)
Change in assumptions underlying the present value
of scheme liabilities (605) (55)
317 347
History of experience gains and losses
2004 2003 2002
Difference between the actual and expected return
on scheme assets:
amount (£000’s) 682 805 (3,155)
% of scheme assets 4% 6% (25%)
Experience gain/(loss) on scheme liabilities:
amount (£000’s) 240 (403) (704)
% of the present value of scheme liabilities 1% (2%) (3%)
Total actuarial gain/(loss) recognised in STRGL:
amount (£000’s) 317 347 (5,163)
% of the present value of scheme liabilities 1% 1% (23%)
Notes to the financial statements continued
STADIUM GROUP plc
Annual Report and Accounts 2004
36 2002
2000 2001 Restated 2003 2004
£000’s £000’s £000’s £000’s £000’s
Turnover 89,909 75,737 44,670 34,875 33,801
Operating profit*
1
5,286 934 1,541 1,939 2,400
Discontinued activities – 655 (366) – –
Exceptional items (768) (6,453) (2,113) 111 (202)
Goodwill amortisation and impairment (1,034) (3,771) (132) (132) (132)
Interest payable (1,174) (939) (267) (55) (60)
Profit/(loss) before taxation 2,310 (9,574) (1,337) 1,863 2,006
Earnings per share*
1
12.6p 1.9p 4.2p 5.3p 7.3p
Ordinary dividend per share 5.6p 2.8p 2.8p 2.9p 3.25p
Interest cover*
1
4.5x 1.0x 5.6x 35.3x 40.0x
Dividend cover*
1
2.3x 0.7x 1.4x 1.8x 2.2x
Fixed assets 28,065 16,514 12,127 11,019 10,801
Working capital 11,450 9,092 5,355 4,013 4,685
Bank borrowings (net) (15,327) (11,094) (4,525) (1,585) (1,581)
Other liabilities (2,201) (1,216) (329) (249) (53)
Net assets 21,987 13,296 12,628 13,198 13,852
Net assets per share 78p 47p 45p 47p 49p
Bank gearing 70% 83% 36% 12% 11%
*
1
Pre-exceptional items and goodwill amortisation, from continuing activities.
Five year financial summary
STADIUM GROUP plc 
STADIUM GROUP PLC
37 Notice is hereby given that the Annual General Meeting of the Company will be held at 5 Giltspur Street, London EC1, at 12 noon, 
on Wednesday 27 April 2005 to consider, and if thought fit, to pass the following resolutions 1 to 6 as Ordinary Resolutions, and
resolutions 7 and 8 as Special Resolutions.
Resolution 1
To receive the accounts and reports of the directors and the auditors thereon for the year ended 31 December 2004.
Resolution 2
To declare a final dividend of 2.25 pence per ordinary share payable on 3 May 2005 to shareholders on the register on 8 April 2005.
Resolution 3
To re-elect Mr K. K. Verma as a director.
Resolution 4
To re-elect Mr W. S. F. Wiley as a director.
Resolution 5
To re-elect Mr N. P.  Brayshaw as a director.
Resolution 6
To reappoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next general meeting
at which accounts are laid before the Company and that their remuneration be fixed by the directors.
Resolution 7 (special resolution)
To empower the directors, pursuant to section 95 of the Companies Act 1985, to allot equity securities (as defined in section 94 of
that Act) for cash, at any time when they are generally authorised for the purposes of section 80 of that Act, as if section 89(1) of that
Act did not apply to any such allotment, provided that this power is limited:
(i) to the allotment of equity securities in connection with a rights issue in favour of the holders of ordinary shares where the
equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as maybe) 
to the respective numbers or ordinary shares held or deemed to be held by them, subject only to such exclusions or other
arrangements as the director may deem necessary or expedient to deal with fractional entitlements, legal or practical problems
arising in any overseas territory or by virtue of shares being represented by depository receipts, the requirements of any
regulatory body or stock exchange, or any other matter whatsoever, and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i) of this resolution) of equity securities up to an aggregate nominal
value of £70,560 and shall expire at the conclusion of the Annual General Meeting of the Company in 2006 or 27 July 2006,
whichever is the earlier, save that the Company may before such expiry make any offer or agreement which would or might
require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuant of such offer 
or agreement as if the power hereby conferred had not expired.
Resolution 8 (special resolution)
To generally and unconditionally authorise the Company to make market purchases (within the meaning of Section 163(3) of the
Companies Act 1985) of ordinary shares of 5 pence each of the Company provided that:
(i) the maximum number of ordinary shares hereby authorised to be acquired is 4,230,000 ordinary shares, being approximately
15% of the issued share capital of the Company;
(ii) the minimum price which may be paid for any such share is 5 pence;
(iii) the maximum price which may be paid for any such share is an amount equal to 105% of the average of the middle market
quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the 10
business days immediately preceding the day on which such share is contracted to be purchased;
(iv) the authority hereby conferred shall expire on the earlier of the 2006 Annual General Meeting or 27 July 2006;
(v) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of
such authority, which contract will or may be executed wholly or partly after expiry of such authority, and may purchase its
ordinary shares in pursuance of any such contract.
By order of the Board
D Collins
Company Secretary
28 February 2005
Notes
Resolutions 6 empowers the directors to allot ordinary shares for cash otherwise than pro-rata to existing shareholders. This power is limited to
allotments in connection with a rights issue, and otherwise to 1,411,234 ordinary shares representing approximately 5 per cent of the issued ordinary
share capital of the Company as at 31 December 2004.
A member entitled to attend and vote at the meeting may appoint a proxy (who need not be a member of the Company) to attend and, on a poll, to vote in
his place. The instrument appointing a proxy should be deposited a the Company’s registered office not less than 48 hours before the time of the meeting.
Registered in England No: 236394. Registered Office: Stephen House, Brenda Road, Hartlepool, TS25 2BQ.
Notice of Annual General Meeting
STADIUM GROUP plc 
Annual Report and Accounts 2004
38 I/We (name in CAPITALS) ......................................................................................................................................................
of (ADDRESS) ........................................................................................................................................................................
................................................................................................................................................................................................
being a member of Stadium Group plc, hereby appoint the Chairman of the Meeting or (see Note 5 below)
................................................................................................................................................................................................
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 
12 noon on 27 April 2005 at 5 Giltspur Street, London EC1.
My/our proxy is to vote on the resolutions as follows:
RESOLUTION FOR AGAINST
1. To receive the accounts and reports of the directors and auditors thereon for the
year ended 31 December 2004.
2. To declare a dividend.
3. To re-elect K. K. Verma as a director.
4. To re-elect W. S. F. Wiley as a director.
5. To re-elect N. P. Brayshaw as a director.
6. That PricewaterhouseCoopers LLP be reappointed auditors of the Company and that
their remuneration be fixed by the directors.
7. (Special resolution). To empower the directors, pursuant to section 95 of the
Companies Act 1985, to allot equity securities in connection with a rights issue and
otherwise up to an aggregate nominal value of £70,560.
8. (Special resolution). To generally and unconditionally authorise the Company to
make market purchases of ordinary shares of 5 pence each, up to a maximum of
15% of the issued share capital.
In the absence of instructions, the proxy is authorised to vote (or abstain) at his or her discretion on the specified
resolutions and on any other business which may properly come before the meeting.
Date ........................................................................................................
Signature..................................................................................................
1. Please indicate how you wish your proxy to vote on the resolutions by inserting an “X” in the appropriate space.
2. In the case of a company, the proxy must be under its common seal (if any) or the hand of its duly authorised agent or officer. In the case of an individual, the proxy must be signed by the appointor or his agent, 
duly authorised in writing.
3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members
or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance
with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s agent 
(ID RA 10) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the
message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular message. Normal system
timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member
or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted 
by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST systems and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35 (5) (a) of the Uncertified Securities Regulations 2001.
4. This proxy should reach the Company’ s Registrars, Capita Registrars (Proxies), P .O. Box 25, 34 Beckenham Road, Kent BR3 4BR not less than 48 hours before the time for the holding of the meeting or adjourned meeting together
with any authority under which it is signed.
5. If you wish to appoint a proxy other than the Chairman of the meeting, delete the words “the Chairman of the Meeting or” and insert the name and address of your proxy in the space provided. A proxy need not 
be a member of the Company but must attend the meeting in person to represent you.
6. Completion of this proxy does not prevent you from attending and voting in person.
Proxy form
STADIUM GROUP plc 
STADIUM GROUP PLC
39
✂ THIRD FOLD
SECOND FOLD
BUSINESS REPLY SERVICE
Licence No. MB 122
1 1
FIRST FOLD
Capita Registrars (Proxies)
P .O. Box 25
Beckenham
Kent
BR3 4BR world class technology and service
Employee photographs with thanks to: 
Stadium Asia – Irene Leung, Miranda Leung, Ji Mei Li, Zheng Xiao Qiang, Tina Wang, Paul Yeung.
Stadium UK Electronics – Stephen Allen, Andrew Carter, Sarah Snowdon, Brian Spencer, Peter Taylor, Andrew Williams. www.stadium.co.uk
Stadium Group plc
Stephen House
Brenda Road
Hartlepool  TS25 2BQ