2002
GROUP PLC
world class products
at globally competitive prices
Annual Report GROUP PLC
Contents
Year in brief 1
Group at a glance 2
Board of directors 4
Chairman’s statement 5
Chief Executive’s Review 6
Directors’ report 9
Corporate governance 12
Remuneration report 14
Independent auditors’
report
16
Corporate directory 17
Profit and loss account 18
Balance sheet 19
Cash flow statement 20
Account policy statement 22
Notes to the accounts 24
5 year financial summary 37
Notice of AGM 38
Proxy form 39
Stadium Group plc is a leading
supplier of quality Electronic
Manufacturing Services to
original equipment
manufacturers. Our plants in
the UK and China, allow us to
compete in global markets at
globally competitive costs.
We make products and
assemblies which are used 
by companies that are
household names, including
some of the world’s leading
brands.
We are passionate about our business, providing
quality products and reliable, consistent and
superior service to our customers.
We believe that our business strategy offers
stakeholders significant prospects for growth. 1
STADIUM GROUP PLC
Year in brief
We are now in a phase of strong organic growth at Stadium Asia,
and our UK operations have been stabilised.
 Turnover from continuing activities up by 4% to £35.4m,
Stadium Asia turnover up by 45% to £11.7m
 Group operating profit on continuing activities before goodwill
amortisation and exceptional items up by 59% to £1.49m
 Group operating loss reduced from £5.6m to £0.35m
 Stadium Asia operating profit before goodwill amortisation 
up eightfold to £0.78m.
 Pre-exceptional earnings per share from continuing
activities more than doubled to 4.0 pence
 Basic loss per share reduced from 28 pence to 3 pence
 Net bank borrowings reduced by £6.6m to £4.5m, giving
year end gearing of 36%
 Proposed full year dividend unchanged at 2.8 pence
 Net asset value of 45 pence per share
 Board remains positive about prospects for future growth
strongly positioned Annual Report and Accounts 2002
Group at a glance
Electronics – UK operations
Stadium Electronics offers high quality electronic
manufacturing services from its major site at 
Hartlepool in North East England. This operation has
facilities for manual and automated PCB assembly 
(both conventional and surface mount), as well as
transformer winding and cable harnessing.
A dedicated engineering team provide 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.
Daren Electronics, a Stadium operation based at Diss 
in Norfolk specialises in the design of high specification
custom power supplies for complex commercial 
and industrial applications. These high value products
are built to prototype stage on site, but may be 
re-engineered for volume manufacture at other Group
sites where appropriate.
2 rich in expertise
and opportunity
STADIUM GROUP PLC
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
 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 and is fully UL, ISO9000: 2001, CE and
SEMKO approved. In August 2002 the factory was
accredited as a QS9000 approved facility for the
supply of automotive assemblies.
3 Executive Directors
Nigel Rogers FCA – Chief Executive (Nominations Committee)
Aged 41, 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 53, joined Stadium in 1985. Has led the development of Stadium
Electronics operations since his appointment as Managing Director – Electronics
in 1989.
Ken Leung
Aged 50, and based in 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 Committee)
Aged 65, 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.
Kevin Morley – Senior Independent Director (Audit, Remuneration and
Nominations Committee)
Aged 52 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 holds
current directorships including DFS Furniture Company plc.
Company Secretary
David Collins
Aged 55, joined Stadium as Financial Controller in 1985. Currently Finance
Director of UK Electronics operations, and appointed Company Secretary on 
1 January 2003.
Stadium Group plc
BOARD OF DIRECTORS
4
Annual Report and Accounts 2002 Overview
Profit from continuing activities
before interest, exceptional costs,
goodwill amortisation and tax was
£1.49 million, which was ahead of
market expectations and well above
last years’ comparable profit of
£0.93 million.
The Group reduced net bank
borrowings by £6.6 million to 
£4.5 million with year end gearing
improving to 36%.
UK electronics turnover was down
by 15% and operating profits were
at about breakeven. This reflected
the continuing difficult conditions 
for UK based manufacturers as well
as the closure of a number of our
UK sites.
In sharp contrast, Stadium Asia
increased turnover by 45% and
operating profits increased eightfold.
This robust performance results
from strong organic growth in a
number of different sectors
including automotive and consumer
products.
A number of sites were closed in
the year and as a result the UK
electronics head count was reduced
by almost half to 275. Our UK
operations are well run and we are
fortunate to have a group of highly
skilled managers with considerable
experience who ensure that their
operations complement those of
Stadium Asia.
Disposals
During the year we completed the
disposals of Stadium Plastics and
Stadium Consumer Products,
bringing the total number of
disposals since the strategic review
to six, and aggregate proceeds
including deferred consideration to
over £13.7 million. The programme
has been completed ahead of our
schedule in terms of both time and
value achieved.
We also closed operations at Torvale
Building Products, realising a gain of
£903,000 on the sale of the freehold
site at Pembridge.
Two further surplus freehold sites
remain available for disposal during
2003, and we anticipate that the
gain arising on these sales will
outweigh any residual exceptional
costs resulting from the
reorganisation.
Board changes
I welcome Ken Leung, who is
Managing Director of Stadium Asia,
to the main board of directors. Ken
has a very strong team of senior
managers in both Hong Kong and in
the Peoples Republic of China who
are well placed to achieve strong
growth in future.
Tim Sale, Group Finance Director
until recently, has left the Company
to join a venture capital backed
company. I thank him for his
contribution and wish him well 
in his new career.
Finally, I welcome David Collins,
who has been in the company for
eighteen years, to the position of
Company Secretary.
Dividends
The Board recommends payment 
of a final dividend of 1.85 pence per
share, bringing the total for the year
to 2.8 pence (2001: 2.8 pence). The
final dividend will be paid on 5 May
2003 to shareholders on the register
on 4 April 2003.
Outlook
The benefits of real focus on our
electronics activity are now quite
apparent, and while we do not
anticipate any improvement in our
UK operations, we do expect
continued growth in Stadium Asia.
Our planned expansion by way of 
a new subsidiary to supply the fast
growing market in the Peoples
Republic of China will open a new
market for us.
Struan Wiley
Chairman
25 February 2003
Chairman’s statement
covering the financial year 2002
STADIUM GROUP PLC
5 “We have a strong
team of dedicated
people providing first
class services to an
expanding list of high
quality customers.”
Overview
We are pleased to report trading
results which are ahead of
expectations, further substantial
reductions in net borrowings and a
positive outlook for the year ahead.
This has been achieved against a
difficult backdrop, with most UK-
based manufacturers, including both
our customers and competitors,
facing tougher market conditions
as volumes and margins come
under continued pressure.
By contrast, rapid development of
the Pearl River delta area of South
Eastern China for both sourcing and
OEM inward investment has fuelled
excellent growth in turnover and
earnings at Stadium Asia.
Within the group results from
continuing activities we have also
borne the effects of a weakening
US dollar and additional costs
associated with the funding of 
UK pension obligations.
Results and dividend
Profit before tax, goodwill
amortisation and exceptional items
from continuing activities was 
£1.22 million, based on operating
profits up 59% to £1.49 million
(2001: £0.93 million) less interest
costs of £267,000 (2001: £939,000).
Earnings from these activities was
more than doubled to 4.0 pence 
per share from 1.9 pence. Basic
earnings, after the impact of
discontinued activities, disposals
and goodwill amortisation, were a
loss of 3.0 pence per share against
a loss of 28.3 pence in 2001. 
This reflects the final phase of
implementation of the June 2001
strategic review and further
exceptional costs are anticipated 
to be minimal.
Net borrowings were reduced by
£6.57 million to £4.52 million to give
gearing of 36%. These figures are
expressed without allowing for
deferred consideration receivable
totalling £2.30 million, including
£1.02 million during 2003. Adjusted
gearing net of deferred
consideration was 18%.
The Board proposes a final dividend
of 1.85 pence per share, bringing
the total for the year to 2.8 pence
(2001: 2.8 pence). The final dividend
will be payable to shareholders on
the register on 4 April 2003 and will
be paid on 5 May 2003.
Chief Executive’s review
STADIUM GROUP plc
6
Annual Report and Accounts 2002
2002 2001
£’000 Continuing Total Continuing Total
Turnover 25,486 26,921 24,222 28,974
Operating profit
(before exceptionals 
and goodwill) 799 625 295 178
Operating margin 3.1% 2.3% 1.2% 0.6%
Electronics “We have continued
to invest . . .
attracting more
complex projects.”
Turnover at Stadium Asia increased
by 45% to £11.71 million, and
operating profits increased eight-fold
to £0.78 million. These results were
especially strong in view of the ten
per cent depreciation of the Hong
Kong Dollar relative to sterling during
the year. The increase in turnover is
attributable to the full annual impact
of major automotive and consumer
products contracts won in 2001, 
and the introduction of new
customers including a leading
producer of domestic appliance
controls.
The rapid introduction of new
business brought capacity utilisation
to around 60%, with resulting
benefits in operational gearing. 
We have continued to invest in
developing the capability of the
business, and this is attracting more
complex projects. The level of new
business won towards the end of
the year gives us confidence that
strong growth can be sustained 
in the coming year.
Negotiations are ongoing to
incorporate a new subsidiary in
the Peoples Republic of China with
domestic selling rights. This will
place Stadium in a strong position 
to exploit major opportunities 
in high growth consumer,
telecommunications and automotive
markets in the region.
UK electronics achieved results
slightly better than break even
despite a decline in turnover of 
15% to £13.77 million. This
reduction reflects the continuing
difficult conditions for UK based
manufacturers. Exceptional costs 
of £0.39 million were borne in
closing a number of sites, and our
UK headcount in electronics fell by
almost half from 529 to 275.
Our businesses in the UK are 
lean and well managed, and 
remain an important part of our
service offer to customers, both
in their own right and as a gateway
to Stadium Asia.
STADIUM GROUP PLC
7
2002 2001
£’000 £’000
Turnover 9,889 9,909
Operating profit (before exceptionals) 922 828
Operating margin 9.3% 8.4%
Plastics – continuing activities
Operations at Chingford were able
to deliver improved profits in stable
markets, making a valuable
contribution to the group’s overall
performance.
Investment in additional plastic
injection moulding capacity at the
turn of the year should provide the
opportunity to maintain progress. Chief Executive’s review continued
STADIUM GROUP plc
8
Annual Report and Accounts 2002
“ample financing for
future growth”
Balance sheet and cash flow
The full benefits of our restructuring
are now apparent, with major
reductions in fixed and working
capital flowing into dramatically
reduced borrowings. This provides
ample financing for the future
growth of the business, and will
lead to even lower interest costs 
in 2003.
In November 2002 the net
borrowings of the group were
revised to include a US dollar
denominated loan which provides 
a hedge against US dollar linked
assets held in Asia. This provided a
benefit of £0.12 million to reserves
in 2002 and is expected to largely
eliminate further exposure in 2003.
Pensions
During the year the two principal
defined benefit schemes, which
have been closed to new entrants
since 1996, were combined, and a
triennial actuarial review was carried
out as at 7 April 2002.
The resulting charge to profit and
loss account was £0.20 million of
normal contributions for the full
year, and a further £0.26 million
of additional contributions
(representing nine months) to
reflect the accumulated deficit.
This compares to a net pension
credit of £0.11 million in 2001, and
the full cost has been expensed
against continuing activities.
Current trading and prospects
Sales for the current year to date 
at Stadium Asia are substantially
higher than the corresponding
period last year, and the order book
is at a high level. Operations in the
UK remain under some pressure
but we are trading at levels
comparable with last year.
The rate of new business coming
into Asia, and the potential yet to be
realised in the domestic Chinese
market, gives us confidence both in
the short and long term future of
the group.
Nigel Rogers
Chief Executive
25 February 2003 The directors present their report and 
the audited accounts for the year ended 
31 December 2002.
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 18. 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 8.
An interim dividend of 0.95 pence per 
ordinary share amounting to £268,000 
was paid on 24 October 2002. The directors
recommend payment of a final dividend 
1.85 pence per share amounting to 
£522,000.
The retained loss for the financial year,
amounting to £1,629,000 will be transferred
to reserves.
Directors’ report
STADIUM GROUP plc
STADIUM GROUP PLC
9
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 31 Dec
2002 Acquired Sold 2001
Nigel Rogers 61,655 29,000 – 32,655
Kamal Verma 289,237 –– 289,237
Tim Sale (resigned 31 December 2002) 19,800 14,200 – 5,600
Kevin Morley 57,000 –– 57,000
John Pearson* 130,070 –– 130,070
Struan Wiley 22,833 –– 22,833
Ken Leung – –––
*Relates to shares held until his resignation on 4 March 2002.
Nigel Rogers retires by rotation and being eligible offers himself for re-election. Ken Leung
joined the Board as an executive director on 1 January 2003, and offers himself for re-election.
Entitlements of the directors at 31 December 2002 to purchase ordinary shares of 5p each
under the share option schemes in Note 16 to the accounts, were as follows:
1984
Scheme 1996 Executive Share Option Scheme
Granted Granted Granted Granted
28 Mar 95 28 June 01 18 April 02 31 Dec 02
Exercise price 55p 40p 35p 35p
Nigel Rogers 12,500 57,000 80,000 470,200
Kamal Verma – 74,000 60,000 470,200
Ken Leung – 50,000 25,000 470,200
On 14 December 2002 options granted to Nigel Rogers and Kamal Verma under the 1995
Unapproved Scheme lapsed without exercise. There were no other movements during the
year. The market price of ordinary shares at 
31 December 2002 was 37.5p, and the 
shares traded in the range 29p to 41p 
during the year. There was no movement 
in directors’ interests in the period between 
31 December 2002 and the date of this
report.
Full details of directors’ shareholdings and
options to subscribe are recorded in the
Register of Directors’ Interests, which is
open to inspection by members. No share
options were exercised during the year.
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 4,230,000 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.
Directors’ report continued
STADIUM GROUP plc 
10
Annual Report and Accounts 2002
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 2003 were:
Ordinary shares of 5p each Number %
Barings (Guernsey) Limited 1,677,808 5.95
D Dale 1,640,530 5.81
Framlington Investment Management 1,576,218 5.56
AE Fry 1,432,750 5.08
Bank of New York (Nominees) 1,400,000 4.96
AE Wiseman 1,076,072 3.81
SE Parr 1,053,758 3.74
YK Wiseman 1,024,455 3.63
DC Fry 1,022,750 3.63
SC Fry 860,000 3.05
DS Wiseman 860,000 3.05 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 16 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 2002 was 60 days 
(2001: 60 days).
Donations
The Group made charitable donations during
the year amounting to £500 (2001: £305). 
No contributions were made to any political
organisation.
Auditors
Following the conversion of the auditors
PricewaterhouseCoopers to a Limited
Liability Partnership (LLP) from 1 January
2003, PricewaterhouseCoopers resigned 
on 25 February 2003 and the directors
appointed its successor,
PricewaterhouseCoopers LLP, as 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
25 February 2003
STADIUM GROUP PLC
11 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 page 14
and in Note 4.
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.
Statement of Director’s 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 hence for taking
steps for the prevention and detection of fraud and other irregularities.
Corporate Governance
12
Annual Report and Accounts 2002 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, unless adopting new
or revised Accounting Standards;
– 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
25 February 2003
STADIUM GROUP PLC
13 I present, on behalf of the Remuneration Committee of the Board of Directors, a report on
executive remuneration for the year ended 31 December 2002.
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 service contracts which are 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. 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% (2001: 5%).
Share options and other long term performance related payments
Nigel Rogers and Kamal Verma are or have been holders of share options granted under the
1984 Management Share Option Scheme. No further grants will be made under this scheme,
and full details of options not yet exercised are provided on page 9.
The Executive Directors participate in a long term performance related bonus 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
Report of the Remuneration Committee on behalf of the Board
14
Annual Report and Accounts 2002 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.
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 9
and note 16 to the accounts.
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 2002 are provided in 
Note 4 to the accounts.
Struan Wiley
Chairman –  Remuneration Committee
25 February 2003
STADIUM GROUP PLC
15 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, and the related notes.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements in
accordance with applicable United Kingdom law and accounting standards are set out in the
statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with the relevant legal 
and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing
Practices Board. This report, including the opinion, has been prepared for and only for the
company’s members as a body in accordance with Section 235 of the Companies Act 1985
and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for
any other purpose or to any other person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view
and are properly prepared in accordance with the 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 of the group as at 31 December 2002 and of the loss and cash flows of the
group for the year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Newcastle upon Tyne
25 February 2003
Independent Auditors’ Report to the 
members of Stadium Group plc
16
Annual Report and Accounts 2002 Registered office Stephen House
Brenda Road
Hartlepool
TS25 2BQ
Registered number 236394
Registrars Capita Registrars
P. O. Box 25
34 Beckenham Road
Kent
BR3 4BR
Auditors PricewaterhouseCoopers LLP
89 Sandyford Road
Newcastle upon Tyne
NE99 1PL
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
STADIUM GROUP PLC
17 Pre-exceptional Exceptional
items & goodwill items & goodwill Total Total
amortisation amortisation 2002 2001
Notes £000’s £000’s £000’s £000’s
Turnover
Continuing operations 35,375 – 35,375 34,131
Discontinued operations 8,482 – 8,482 41,606
1 43,857 – 43,857 75,737
Cost of sales (36,066) – (36,066) (63,604)
Gross profit 7,791 – 7,791 12,133
Net operating expenses (6,669) – (6,669) (10,544)
Exceptional items 2 – (1,341) (1,341) (3,426)
Goodwill amortisation & impairment 2 – (132) (132) (3,771)
Total net operating expenses 2 (6,669) (1,473) (8,142) (17,741)
Continuing operations 1,488 (132) 1,356 194
Discontinued operations (366) (1,341) (1,707) (5,802)
Operating profit/(loss) 1 1,122 (1,473) (351) (5,608)
Net exceptional losses 2 (772) (3,027)
Interest payable 2 (267) (939)
Loss on ordinary activities before taxation 2 (1,390) (9,574)
Taxation 5 551 1,595
Loss for the financial year 21 (839) (7,979)
Dividends 6 (790) (790)
Retained loss for the year 20 (1,629) (8,769)
Earnings per share from continuing
operations before goodwill
amortisation and exceptional items
Basic 22 4.0p 1.9p
Diluted 22 4.0p 1.9p
Loss per share
Basic 22 (3.0)p (28.3)p
Diluted 22 (3.0)p (28.3)p
Statement of Group total recognised gains and losses 2002 2001
£000’s £000’s
Loss for the financial year (839) (7,979)
Goodwill written back on disposals (note 23) 1,183 –
Exchange adjustments offset in reserves (222) 78
Total gains/(losses) recognised since last annual report 122 (7,901)
Consolidated profit and loss account 
for the year ended 31 December 2002
18
Annual Report and Accounts 2002 Group Company
2002 2001 2002 2001
Notes £000’s £000’s £000’s £000’s
Fixed assets
Intangible assets 7 933 1,067 – –
Tangible assets 8 11,194 15,447 8,787 10,686
Investments 9 – – 5,250 11,571
12,127 16,514 14,037 22,257
Current assets
Stocks 10 4,128 8,898 2,118 6,287
Debtors due after more than one year 11(a) 1,278 279 1,149 –
Debtors due within one year 11(b) 7,755 14,166 9,523 10,643
Cash 590 623 1 4
13,751 23,966 12,791 16,934
Creditors: amounts falling due within one year
Bank overdrafts 13 (1,035) (966) (2,272) (7,122)
Creditors 12 (8,606) (16,365) (7,755) (13,994)
(9,641) (17,331) (10,027) (21,116)
Net current assets/(liabilities) 4,110 6,635 2,764 (4,182)
Total assets less current liabilities 16,237 23,149 16,801 18,075
Creditors: amounts falling due after more than one year 13 (3,459) (8,995) (3,459) (8,983)
Provision for liabilities and charges 15 (150) (858) (385) (875)
12,628 13,296 12,957 8,217
Capital and reserves
Called up equity share capital 16 1,411 1,411 1,411 1,411
Share premium account 17 4,032 4,032 4,032 4,032
Capital redemption reserve 18 88 88 88 88
Merger reserve 19 2,751 2,751 – –
Profit and loss account 20 4,346 5,014 7,426 2,686
Equity shareholders’ funds 21 12,628 13,296 12,957 8,217
The accounts were approved by the Board on 25 February 2003 and signed on its behalf by:
Nigel Rogers
Director
Balance sheets
at 31 December 2002
STADIUM GROUP PLC
19 Notes 2002 2001
£000’s £000’s
Net cash inflow from operating activities A 815 3,627
Servicing of finance
Interest paid (267) (938)
Net cash outflow from servicing of finance (267) (938)
Tax received/(paid) 285 (465)
Capital expenditure
Purchase of tangible fixed assets (732) (1,146)
Sale of tangible fixed assets 1,936 1,955
Net cash inflow from capital expenditure 1,204 809
Disposals (note 23)
Disposal proceeds from sale of businesses 4,952 2,238
Receipt of deferred consideration 316 –
Overdraft sold with subsidiary – 273
Net cash inflow from disposals 5,268 2,511
Equity dividends paid (790) (1,312)
Net cash inflow before financing C 6,515 4,232
Financing
Loans repaid (6,555) (3,878)
Net cash outflow from financing (6,555) (3,878)
(Decrease)/increase in cash B (40) 354
Consolidated cash flow statement 
for the year ended 31 December 2002
20
Annual Report and Accounts 2002 A Net cash inflow from operating activities
2002 2001
£000’s £000’s
Operating loss (351) (5,608)
Release of grants received (67) (68)
Goodwill amortisation and impairment 132 3,771
Depreciation 1,379 3,434
Loss on sale of tangible fixed assets 25 279
Decrease in stocks 1,269 2,920
(Increase) in debtors (425) (1,425)
(Decrease)/increase in creditors (1,147) 324
Net cash inflow from operating activities 815 3,627
B Analysis of changes in net debt
2001 Cash flow Exchange 2002
£000’s £000’s £000’s £000’s
Cash 623 29 (62) 590
Bank overdrafts (966) (69) – (1,035)
Sub total (343) (40) (62) (445)
Loans due within one year (2,114) 1,314 – (800)
Loans due after more than one year (8,637) 5,241 116 (3,280)
(11,094) 6,515 54 (4,525)
C Reconciliation of net cash flow to movement in net debt
2002 2001
£000’s £000’s
(Decrease)/increase in cash in period (40) 354
Cash from decreases in debt and finance leases 6,555 3,878
Movement in net debt resulting from cash flows 6,515 4,232
Consolidated cash flow statement 
for the year ended 31 December 2002
STADIUM GROUP PLC
21 Basis of accounting
The accounts have been prepared under the historical cost convention in accordance with
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%
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.
Statement of accounting policies
STADIUM GROUP plc
22
Annual Report and Accounts 2002 Deferred taxation
With effect from 1 January 2002, the group changed its accounting policy on ‘deferred tax’ 
in line with FRS 19. FRS 19 introduces a form of full provision for accounting for deferred tax,
called the incremental liability approach, which replaces the partial provision approach
previously followed under SSAP 15.
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.
Previously deferred tax was provided on timing differences to the extent that they were
expected to reverse in the foreseeable future. There is no effect of this change in accounting
policy on the results and financial position of the group in the current or prior years.
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 profit and losses, and 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.
Turnover
Turnover represents the value of invoiced sales of goods and services during the year, net of
value added tax and discounts.
STADIUM GROUP PLC
23 1 Segmental analyses
Exceptional 2002 Exceptional 2001
Continuing Discontinued and goodwill Total Continuing Discontinued and goodwill Total
£000’s £000’s £000’s £000’s £000’s £000’s £000’s £000’s
Turnover
Electronics 25,486 1,435 – 26,921 24,222 4,752 – 28,974
Plastics 9,889 5,560 – 15,449 9,909 25,764 – 35,673
Other activities – 1,487 – 1,487 – 11,090 – 11,090
Total 35,375 8,482 – 43,857 34,131 41,606 – 75,737
Operating 
profit/(loss)
Electronics 799 (174) (762) (137) 295 (117) (5,924) (5,746)
Plastics 922 (26) – 896 828 179 (55) 952
Other activities – (166) (453) (619) (91) 593 (497) 5
Group (233) – (258) (491) (98) – (721) (819)
Total 1,488 (366) (1,473) (351) 934 655 (7,197) (5,608)
Net assets
Electronics 5,389 31 – 5,420 6,882 751 – 7,633
Plastics 3,680 –– 3,680 4,277 6,229 – 10,506
Other activities – 84 – 84 779 698 – 1,477
Group 3,444 –– 3,444 (6,320) –– (6,320)
Total 12,513 115 – 12,628 5,618 7,678 – 13,296
Turnover 
by origin
UK 23,662 8,482 – 32,144 27,505 40,132 – 67,637
Asia 11,713 –– 11,713 8,100 –– 8,100
Total 35,375 8,482 – 43,857 35,605 40,132 – 75,737
Operating 
profit/(loss)
UK 712 (366) (1,341) (995) 836 655 (7,065) (5,574)
Asia 776 – (132) 644 98 – (132) (34)
Total 1,488 (366) (1,473) (351) 934 655 (7,197) (5,608)
Net assets
UK 9,926 115 – 10,041 3,107 7,678 – 10,785
Asia 2,587 –– 2,587 2,511 –– 2,511
Total 12,513 115 – 12,628 5,618 7,678 – 13,296
Exceptional costs of £1,341,000 (2001: £7,065,000) relate to discontinued activities. Goodwill amortisation of
£132,000 (2001: £132,000) relates to continuing electronics activities in Asia.
Turnover by destination
Continuing Total
2002 2001 2002 2001
£000’s £000’s £000’s £000’s
UK 25,289 27,421 33,488 65,081
Europe 3,328 3,609 3,611 5,172
Americas 1,588 – 1,588 909
Asia 3,987 2,986 3,987 2,986
Other 1,183 1,589 1,183 1,589
Group total 35,375 35,605 43,857 75,737
Notes to the accounts
STADIUM GROUP plc 
Annual Report and Accounts 2002
24 2 Loss on ordinary activities before taxation
2002 2001
£000’s £000’s
(a) Net operating expenses
Distribution costs (1,323) (1,930)
Administrative costs (7,136) (15,848)
Other operating income 317 37
(8,142) (17,741)
(b) Administrative costs include the following exceptional costs:
Redundancy costs 565 1,115
Asset impairments and stock provisions 518 1,635
Other closure costs 258 676
1,341 3,426
(c) Goodwill amortisation and impairment comprises:
Amortisation 132 132
Impairment – 3,639
132 3,771
(d) Net exceptional losses comprise:
Impairment to Plastics division fixed assets in advance of sale – (2,500)
Loss on sale of subsidiaries (note 23) (1,784) (527)
Gain on sale of freehold properties 1,082 –
Movement on pension scheme prepayment (70) –
(772) (3,027)
(e) Loss on ordinary activities before taxation is stated after charging/(crediting):
Auditors’ remuneration:
for audit services (including £20,000 in respect of the Company, 2001: £30,000) 54 100
for taxation services 20 22
for corporate finance services 208 50
Depreciation 1,379 3,434
Deferred grants (67) (68)
Interest on bank loans and overdrafts 267 939
(f) The cost of sales, distribution costs and administrative costs relating to disposals are £5,986,000
(2001: £34,374,000), £72,000 (2001: £847,000) and £469,000 (2001: £4,256,000) respectively.
3 Employees
Average number of employees (including Directors) during the year was: 2002 2001
Production – Plastics 113 659
– UK Electronics 370 565
– Asia Electronics 611 533
Selling and administrative 417 470
Other activities – 52
1,511 2,279
Aggregate payroll costs were as follows: £000’s £000’s
Wages and salaries 10,757 21,314
Social Security costs 684 1,606
Pension costs (note 24) 602 311
12,043 23,231
STADIUM GROUP PLC
25 4 Directors’ remuneration 2002 2001
£000’s £000’s
Fees 55 54
Salaries and benefits in kind 437 520
Bonus 162 –
Payment for loss of office – 171
654 745
Directors’ remuneration comprised: Benefits
Fees Salary Bonus in kind Total 2001
£000’s £000’s £000’s £000’s £000’s £000’s
Struan Wiley 30 ––– 30 30
Nigel Rogers – 162 63 10 235 147
Kamal Verma – 129 56 11 196 129
Tim Sale – 93 43 14 150 92
Kevin Morley 25 ––– 25 24
John Pearson (to 4 March 2002) – 17 – 1 18 105
Jim Johnson –––– – 218
Total 55 401 162 36 654 745
The UK executive directors are all members of a defined benefit pension scheme (see note 24) and total company
contributions in the year were £16,000 (2001: £24,000). The accrued pension of the highest paid director was 
£37,000 (2001: £19,000).
5 Taxation
2002 2001
Current tax: £000’s £000’s £000’s £000’s
UK corporation tax on profits of the period 0 (352)
Adjustments in respect of previous periods (64) (177)
(64) (529)
Foreign tax 92 0
Total current tax 28 (529)
Deferred tax:
Origination and reversal of timing differences (300) (1,001)
Adjustments in respect of previous periods (279) (65)
Total deferred tax (579) (1,066)
Tax on profit on ordinary activities (551) (1,595)
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:
Loss on ordinary activities before tax (1,390) (9,574)
Loss on ordinary activities multiplied by standard rate 
of corporation tax in the UK of 30% (2001: 30%) (417) (2,872)
Effects of:
Expenses not deductible for tax purposes (23) 1,372
Capital allowances for period in excess of depreciation 604 1,057
Group relief not paid 0 86
Deferred tax not provided (72) 5
Adjustments in respect of previous periods (64) (177)
Current tax charge for period 28 (529)
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2002
26 6 Dividends
2002 2001
Equity £000’s £000’s
Ordinary dividends:
Interim dividend at 0.95p per share (2001: 0.95p) 268 268
Final dividend at 1.85p  per share (2001: 1.85p) 522 522
790 790
7 Intangible fixed assets
GROUP Goodwill
Cost £000’s
At 1 January 2002 and at 31 December 2002 8,016
Amortisation
At 1 January 2002 6,949
Charge for year 134
At 31 December 2002 7,083
Net book amount
31 December 2002 933
31 December 2001 1,067
Net goodwill at 31 December 2002 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.
8 Tangible fixed assets
Freehold land Plant and Fixtures &
and buildings machinery equipment Total
GROUP £000’s £000’s £000’s £000’s
Cost
At 1 January 2002 13,751 29,972 4,827 48,550
Additions – 575 157 732
Subsidiaries sold (1,928) (15,440) (2,023) (19,391)
Disposals (584) (2,333) (391) (3,308)
Foreign exchange movement (52) (192) (60) (304)
At 31 December 2002 11,187 12,582 2,510 26,279
Depreciation
At 1 January 2002 2,973 26,452 3,678 33,103
Charge for year 288 877 214 1,379
Subsidiaries sold (497) (14,688) (1,667) (16,852)
Disposals (86) (2,087) (255) (2,428)
Foreign exchange movement (3) (84) (30) (117)
At 31 December 2002 2,675 10,470 1,940 15,085
Net book amount
31 December 2002 8,512 2,112 570 11,194
31 December 2001 10,778 3,520 1,149 15,447
STADIUM GROUP PLC
27 8 Tangible fixed assets continued
Freehold land Plant and Fixtures &
and buildings machinery equipment Total
COMPANY £000’s £000’s £000’s £000’s
Cost
At 1 January 2002 11,343 17,387 2,963 31,693
Additions – 313 67 380
Disposals (1,367) (12,552) (1,826) (15,745)
At 31 December 2002 9,976 5,148 1,204 16,328
Depreciation
At 1 January 2002 2,377 16,329 2,301 21,007
Charge for year 198 381 103 682
Disposals (428) (12,276) (1,444) (14,148)
At 31 December 2002 2,147 4,434 960 7,541
Net book amount
31 December 2002 7,829 714 244 8,787
31 December 2001 8,966 1,058 662 10,686
There were outstanding commitments in respect of Group capital expenditure as follows:
2002 2001
£000’s £000’s
Contracted 148 166
9 Investments
Company
2002 2001
Investments in subsidiary companies at net book amount: £000’s £000’s
At 1 January 11,571 16,053
Transfer 1,216 –
Disposals (1,747) –
Impairment provisions (5,790) (4,482)
At 31 December 5,250 11,571
At 31 December 2002 the principal subsidiaries, all of which were wholly owned, registered, and operating in
England, except for Stadium Asia Limited, which is incorporated in the British Virgin Islands and operates in 
Hong Kong and China, included on consolidation, were as follows:
Nature of business
Stadium Asia Limited Electronic Manufacturing Services
Stadium Electrical Holdings Limited Investment and management
Daren Electronics Limited Sale and manufacture of power units
Quest Consumer Products Limited Babycare and nursery goods
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2002
28 10 Stocks
Group Company
2002 2001 2002 2001
£000’s £000’s £000’s £000’s
Raw materials and consumables 1,793 3,283 525 1,718
Work in progress 950 1,804 745 1,284
Finished goods and goods for resale 1,362 3,526 848 2,980
Tooling costs recoverable from customers 23 285 – 305
4,128 8,898 2,118 6,287
11 Debtors
(a) Amounts due after more than one year:
Deferred consideration 1,278 279 1,149 –
(b) Amounts due within one year:
Trade debtors 5,119 12,332 2,465 8,588
Deferred consideration 1,024 116 874 –
Amounts due from group companies – – 4,797 –
Other debtors 52 100 46 656
Prepayments and accrued income 1,560 1,618 1,341 1,399
7,755 14,166 9,523 10,643
12 Creditors: amounts falling due within one year
2002 2001 2002 2001
£000’s £000’s £000’s £000’s
Current portion of bank loans (secured) 800 2,114 800 2,114
Trade creditors 3,762 9,122 1,556 5,983
Amounts owed to group companies – – 3,869 2,950
Corporation tax payable 297 119 – –
Other creditors including tax and social security 1,145 2,011 302 1,297
Accruals and deferred income 2,080 2,477 706 1,128
Dividends payable 522 522 522 522
8,606 16,365 7,755 13,994
13 Creditors: amounts falling due after more than one year
Bank loans (secured) 3,280 8,637 3,280 8,637
Deferred income 179 358 179 346
3,459 8,995 3,459 8,983
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.
STADIUM GROUP PLC
29 14 Derivatives and other financial investments
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 (2001: £5,000,000). At the year end £1,035,000 of the facility was being used (2001: £966,000).
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 only one 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 dollars and have floating interest rates. The
floating rate financial liabilities comprise:
•  Bank borrowings that bear interest at 0.7% above LIBOR.
•  Overdraft 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 2002 was as
follows:
2002 2001
Liabilities Undrawn Liabilities Undrawn
£000’s £000’s £000’s £000’s
In 1 year or less, or on demand 1,835 2,465 3,080 4,034
In more than 1 year but not more than 2 years 800 – 2,114 –
In more than 2 years but not more than 5 years 2,480 – 6,523 –
5,115 2,465 11,717 4,034
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2002
30 14 Derivatives and other financial investments continued
Currency exposures:
At 31 December 2002 the group had net borrowings denominated in US$ of £2,884,000 (2001: £nil). During 
the year the group realised net currency gains of £116,000 (2001: £nil) 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 2002.
2002 2001
Book Value Fair Value Book Value Fair Value
£000’s £000’s £000’s £000’s
Cash at bank and in hand 590 590 623 623
Bank loans and overdrafts repayable within one year (1,835) (1,835) (3,080) (3,080)
Bank loans repayable after more than one year (3,280) (3,280) (8,637) (8,637)
15 Provision for liabilities and charges Group Company
2002 2001 2002 2001
£000’s £000’s £000’s £000’s
Deferred taxation has been fully provided at 
30% (2001: 30%) in respect of:
Accelerated capital allowances (105) 572 104 537
Other timing differences 255 286 281 338
150 858 385 875
Movement on the deferred tax account was as follows:
At 1 January 2002 858 875
Subsidiaries sold (129) –
Profit and loss account (579) (490)
At 31 December 2002 150 385
16 Equity share capital
Group & Company
2002 2001
£000’s £000’s
Authorised
40,140,000 ordinary shares of 5p each 2,007 2,007
Allotted, called up and fully paid:
28,212,198 ordinary shares of 5p each 1,411 1,411
Option agreements existed at 31 December 2002 to purchase ordinary shares of 5p each as follows:
Date granted Number of options Exercisable between: Price
28 March 1995 12,500 28 March 1998 & 28 March 2005 55p
4 March 1996 58,000 4 March 1999 & 4 March 2006 120p
21 March 1997 16,500 21 March 2000 & 21 March 2007 138.5p
31 March 1998 83,500 31 March 2001 & 31 March 2008 172.5p
19 October 1998 10,000 19 Oct 2001 & 19 Oct 2005 150.5p
29 March 1999 85,000 29 March 2002 & 29 March 2009 102.5p
10 April 2000 70,000 10 April 2003 & 10 April 2010 59p
29 June 2001 362,500 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
STADIUM GROUP PLC
31 17 Share premium account Group &
Company
£000’s
Balance at 1 January 2002 and 31 December 2002 4,032
18 Capital redemption reserve
Balance at 1 January 2002 and 31 December 2002 88
19 Merger reserve Group
£000’s
Balance at 1 January 2002 and 31 December 2002 2,751
20 Profit and loss account
Group Company
2002 2002
£000’s £000’s
Retained profits at 1 January 2002 5,014 2,686
Goodwill written back on disposals (note 23) 1,183 –
Retained (loss)/profit for the financial year (1,629) 4,624
Foreign exchange movement (222) 116
Retained profits at 31 December 2002 4,346 7,426
At 31 December 2002 accumulated goodwill and costs arising on acquisitions eliminated against reserves
amounted to £4,076,000 (2001: £5,259,000).
The profit/(loss) for the year dealt with in the accounts of the holding company amounted to £5,414,000 
(2001: £(6,095,000)). 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.
21 Reconciliation of movements in equity shareholders’ funds
Group
2002 2001
£000’s £000’s
Loss for the financial year (839) (7,979)
Dividends and other appropriations (790) (790)
Goodwill written back on disposals (note 23) 1,183 –
Foreign exchange movement (222) 78
Net movement (668) (8,691)
Equity shareholders’ funds at beginning of year 13,296 21,987
Equity shareholders’ funds at end of year 12,628 13,296
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2002
32 22 (Loss)/earnings per share
The calculation of basic loss per share is based on the loss for the financial year of £839,000 (2001: £7,979,000)
and the weighted average number of ordinary shares in issue during the year of 28,212,198 (2001: 28,212,198).
Diluted earnings per share reflect dilutative options granted resulting in a weighted average number of
28,212,198 ordinary shares (2001: 28,212,198).
The reconciliation of basic earnings per share to earnings per share excluding exceptional items and goodwill
amortisation is as follows:
2002 2001
£000’s per share £000’s per share
Earnings from continuing activities before 
goodwill amortisation and exceptional items 1,129 4.0p 539 1.9p
Discontinued activities (366) (1.3)p – 0.0p
Goodwill amortisation and impairment (132) (5.2)p (3,771) (16.8)p
Exceptional items (1,470) (0.5)p (4,747) (13.4)p
Basic loss per share (839) (3.0)p (7,979) (28.3)p
23 Disposals
On 15 February 2002 the Group announced the sale of the business and assets of the Consumer Products
division, which imports and distributes branded automotive and convenience furniture products, to a management
team. The total consideration payable was £823,000 of which £223,000 is receivable over 3 years, plus interest 
at 1% over base rate. The trading in 2002 up to the date of sale is shown below and in 2001 the business had 
a turnover of £4,253,000 and an operating profit of £274,000, which were included in Other Activities.
On 4 March 2002 the Group announced the sale of its Plastic Injection Moulding Division, which provides plastic
injection moulding and toolmaking services to the automotive and consumer products sectors, to a management
buy-in team. The division sold included the share capital of Stadium Plastics (Midlands) Limited and Swift Mould
& Tool Limited, as well as the business and assets of Stadium Plastics North East, Stadium Plastics South West
and Torbay Tool & Gauge, which operated as divisions of Stadium Group PLC.
The total consideration payable was £7 million, of which £1.8 million is receivable in nine equal instalments
commencing on 28 February 2003. The deferred consideration is secured on the assets of the business and 
bears interest at 1% over base rate.
The trading in 2002 up to the date of sale is shown below and in 2001 the business had a turnover of
£25,764,000 and an operating loss of £33,000, which were included in the Plastics division.
Plastics Consumer Total
Division Products Disposals
£000’s £000’s £000’s
Trading in 2002 Discontinued Operations
Turnover 5,741 760 6,501
Cost of sales (5,432) (554) (5,986)
Gross profit 309 206 515
Administrative costs (263) (206) (469)
Distribution costs (72) – (72)
Operating profit (26) 0 (26)
STADIUM GROUP PLC
33 23 Disposals  continued
Plastics Consumer Total
Division Products Disposals
£000’s £000’s £000’s
Balance Sheets disposed
Fixed assets 2,521 30 2,551
Stock 2,816 685 3,501
Debtors 6,787 887 7,674
Creditors (5,213) (608) (5,821)
Deferred taxation (130) – (130)
Net assets disposed 6,781 994 7,775
Goodwill previously written off to reserves 444 739 1,183
Proceeds
Cash 5,000 600 5,600
Costs (577) (72) (649)
Net proceeds per cashflow 4,423 528 4,951
Deferred 2,000 223 2,223
6,423 751 7,174
Loss on sale (802) (982) (1,784)
24 Pension commitments
(a) The Group operates two principal pension schemes for current employees.
(i) The Stadium 1974 Pension Scheme (incorporating the Beales Hunter Pension Plan)
This is a defined benefit plan available to employees and executive directors, with active membership
at 31 December 2002 of 59 (1 January 2002: 186). It was closed to new entrants in 1995.
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. On the recommendation of the actuary,
company contributions into the scheme recommenced in July 2001, to reflect changes in market
conditions since the date of the previous review.
The profit and loss account effect of this scheme was a charge of £457,000 (2001: credit of £107,000).
(ii) The Stadium 1996 Pension Plan
This is a defined contribution scheme with active membership at 31 December 2002 of 132, 
(1 January 2002: 324). 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 £145,000 (2001: £418,000).
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2002
34 24 Pension commitments continued
(c) FRS 17 Retirement Benefits
The valuation for 31 December 2002 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
Discount rate 5.4% 6%
Salary increases 2.3% 3%
Inflation 2.3% 2.8%
LPI Pension increases 2.3% 2.8%
Post 88 Group increases 2.3% 2.5%
Deferred pension revaluation 2.3% 2.8%
Value at Value at
31 December 2002 31 December 2001
£000’s £000’s
Investments
– Equities 7,871 (8.3%) 9,770 (10.6%)
– Bonds 3,240 (5.4%) 3,210 (6.0%)
– Others 1,344 (4.0%) 1,957 (6.0%)
12,455 (7%)14,937 (9%)
Based on the FRS 17 assumptions the funding of the schemes was:
2002 2001
£000’s £000’s
Market value of assets 12,455 14,937
Present value of liabilities (22,428) (20,116)
Scheme deficit (9,973) (5,179)
Related deferred tax asset 2,992 1,554
Net pension liability under FRS 17 (6,981) (3,625)
If FRS 17 had been applied the balance sheet would have been restated as follows:
Group Group
2002 2001
£000’s £000’s
Net assets
Net assets excluding net pension liability 12,628 13,296
Reversal of SSAP 24 prepayment net of deferred tax (822) (741)
Net pension liability (6,981) (3,625)
Net assets including pension liability 4,825 8,930
Reserves
Profit and loss account excluding net pension liability 4,346 5,014
Reversal of SSAP 24 prepayment net of deferred tax (822) (741)
Net pension liability (6,981) (3,625)
Profit and loss account including pension liability (3,457) 648
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:
2002
£000’s
Loss before taxation as stated (351)
Reversal of costs accounted for under SSAP24:
Pension costs 457
Interest credit (60) 397
Costs accounted for under FRS 17
Current service costs (275)
Costs of settlement (48)
Total service costs (323)
Expected return on Scheme assets 1,316
Interest on Scheme liabilities (1,190)
Net finance income 126
Net costs under FRS 17 (197)
Loss before taxation as restated (151)
The movement in deficit under FRS 17 during the year comprised
2002
£000’s
Deficit in the Scheme at 1 January (5,179)
Current service costs (275)
Costs of settlement (48)
Contributions 566
Net finance income 126
Actuarial loss (5,163)
Deficit in the Scheme at 31 December (9,973)
Analysis of effect on the statement of total recognised gains and losses comprised:
2002
£000’s
Actual return less expected return on Scheme assets (3,155)
Experience gains and losses on Scheme liabilities (704)
Change in assumptions underlying the present value of Scheme liabilities (1,304)
(5,163)
History of experience gains and losses
2002
Difference between the actual and expected return on scheme assets:
amount (£000s) (3,155)
% of scheme assets 25%
Experience loss on scheme liabilities:
amount (£000s) 704
% of the present value of scheme liabilities 3%
Total actuarial loss recognised in STRGL:
amount (£000s) 5,163
% of the present value of scheme liabilities 23%
Notes to the accounts continued
STADIUM GROUP plc
Annual Report and Accounts 2002
36 1998 1999 2000 2001 2002
£000’s £000’s £000’s £000’s £000’s
Turnover 76,712 89,180 89,909 75,737 43,857
Operating profit*
1
7,476 6,855 5,286 934 1,488
Discontinued activities ––– 655 (366)
Exceptional items (1,548) (101) (768) (6,453) (2,113)
Goodwill amortisation (1,902) (242) (1,034) (3,771) (132)
Interest payable (1,071) (993) (1,174) (939) (267)
Profit before taxation 2,955 5,519 2,310 (9,574) (1,390)
Earnings per share*
1
16.3p 16.2p 12.6p 1.9p 4.0p
Ordinary dividend per share 5.5p 5.6p 5.6p 2.8p 2.8p
Interest cover*
1
6.9x 6.9x 4.5x 1.0x 5.6x
Dividend cover*
1
3.0x 2.9x 2.3x 0.7x 1.4x
Fixed assets 28,743 26,451 28,065 16,514 12,127
Working capital 9,022 8,743 11,450 9,092 5,355
Bank borrowings (net) (16,427) (10,798) (15,327) (11,094) (4,525)
Other liabilities (1,611) (2,344) (2,201) (1,216) (329)
Net assets 19,727 22,052 21,987 13,296 12,628
Net assets per share 66p 75p 78p 47p 45p
Bank gearing 83% 49% 70% 83% 36%
*
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,
Monday 28 April to consider, and if thought fit, to pass the following resolutions 1 to 5 as Ordinary Resolutions, and resolutions 6 and 
7 as Special Resolutions.
Resolution 1
To receive the accounts and reports of the directors and the auditors thereon for the year ended 31 December 2002.
Resolution 2
To declare a final dividend of 1.85 pence per ordinary share.
Resolution 3
To re-elect Ken Leung as a director.
Resolution 4
To re-elect Nigel Rogers as a director.
Resolution 5
To reappoint PricewaterhouseCoopers LLP as auditors of the Company (having previously been appointed by the Board to fill the
casual vacancy arising by reason of the resignation of PricewaterhouseCoopers), 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 6 (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 £70,530 and shall expire at the conclusion of the Annual General Meeting of the Company in 2004 or 28 July 2004,
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 7 (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 2004 Annual General Meeting or 28 July 2004;
(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
25 February 2003
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 1,410,610 ordinary shares representing approximately 5 per cent of the issued ordinary
share capital of the Company as at 31 January 2003.
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 2002
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 4 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 Monday 28 April 2003 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 2002.
2. To declare a dividend.
3. To re-elect Ken Leung as a director.
4. To re-elect Nigel Rogers as a director.
5. That PricewaterhouseCoopers LLP be reappointed auditors of the Company and that
their remuneration be fixed by the directors.
6. (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 £70,530.
7. (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. 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.
4. 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.
5. 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
34 Beckenham Road
Kent
BR3 4BR Stadium Group plc is a leading international provider
of electronic products and assemblies, producing 
several million high quality items per year. You will 
find our products in almost every household
throughout the UK, in products as different as 
the charger for your mobile phone, your electric kettle
and your car.
Our world class, cost effective electronics manufacturing
facilities in China also offer the provision of a product
design, manufacturing and OEM service for
customers throughout the world.
GROUP PLC Stadium Group plc
Stephen House
Brenda Road
Hartlepool  TS25 2BQ
www.stadium.co.uk