ANNUAL REPORT AND ACCOUNTS
for the year ended 31 March 2003 2
Contents
3 Highlights
4 Chairman’s statement
6 Chief Executive’s review
16 Directors and advisers
19 Directors
20 Directors’ report
21 Directors’ interests in shares 
and debentures
22 Report of the Remuneration
Committee
23 Corporate governance
25 Directors’ responsibilities 
in the preparation of financial
statements
26 Independent auditors’ report 
to the members of Warthog plc
27 Consolidated profit 
and loss account
28 Consolidated balance sheet
29 Company balance sheet
30 Consolidated cash 
flow statement
30 Reconciliation of net cash flow 
to movement in debt
31 Accounting policies
32 Notes to the financial statements
43 Notice of the Annual General
Meeting
45 Proxy for use at the Annual
General Meeting
“Warthog was granted the
Queen’s Award for Enterprise
in the International Trade
category in April 2002.”
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 3
Highlights
Transition to leading European
developer completed
Turnover increased by 29% from
£8.9 Million (for 2002) to £11.4
Million
First ever loss incurred
3 acquisitions completed and
integrated
Total workforce increased to 271
Developing Harry Potter and the
Philosopher’s Stone
Developing Looney Tunes: 
Back in Action
Zed Two
Sweden
Texas
Subcontactors
Head office
2nd half
turnover
1st half 
turnover
1998
2000 2001 2002 2003
1999 2000 2001 2002 2003
0
0
2
4
6
8
10
12
50 
100 
150 
200 
250 
300 
Workforce
Turnover 4
Chairman’s statement
Our results
Over the past five years Warthog has made the
transition that few European games developers
achieve, from being a small, regional, specialist
developer with one or two projects into a high-
calibre, multi-functional, international developer
whose customers are the world’s premier publishers
and IP owners.  Warthog’s reputation and standing
in this global industry is amongst the very highest.
It is our pleasure to report on an exciting year for the
Group, although latterly seeing the continued expansion
marred by exceptional difficulties resulting in a
disappointing financial return.  Our revenue increased by
29% from £8.9 million to £11.4 million for this period.
However, several of our customers could not raise
sufficient capital to fund their growth plans and found
themselves in difficult financial positions resulting in two
of our game development projects no longer being
funded.  This together with a consistently unfavourable
US$ exchange rate, meant we have been obliged to
report a pre-tax loss for this period of £790,705 after
exceptional costs of £1,313,726.   In line with the policy
outlined at the time of our flotation, the Directors do not
propose the payment of a dividend.
I can report progress that our long term strategy of
working closely with premium publishers on global
brands has been realised, with contracts for ‘Battlestar
Galactica’ with Vivendi/Universal; ‘Looney Tunes: Back In
Action’ with Warner Bros./Electronic Arts;  ‘Harry Potter &
The Philosopher’s Stone’ for Electronic Arts and other, as
yet unannounced contracts of a similar stature. 
The dominant market for our industry is the USA and for
some time it has been our goal to build a presence in this
market to assist in serving our US customers.   I am
delighted with the route we have taken with the
acquisition of the high-calibre team known originally as
‘Fever Pitch’ in February and their progress to date.
We appointed Ian Templeton to the Board in March. 
An experienced accountant at the most senior level, who
has been dedicated to corporate finance for several years,
Ian brings valuable know-how to the Warthog Board. 
In accordance with good corporate governance
procedures Ian has joined both the remuneration and
audit committees.
Outlook
The computer games industry has undergone some
significant changes over the last year, and many of our
competitors have been forced to downsize or even exit
from the industry. However, despite the difficulties
faced by some competitors, Warthog has managed to
strengthen its position as a leading European
computer games developer.
Warthog sees the year ahead as one in which we
will take advantage of the growth undergone in
the year gone by, in which we will not seek to
achieve growth through further acquisition, but rather
through capitalising on the strength of the position we
have established.  We have laid the foundations to
enable us to build up our financial strength, increasing
revenues and profitability without corresponding
investment in fixed assets and overheads.  This should
allow us to improve our financial performance and to
replenish our reserves for future opportunities in the
medium term.
Iain Macdonald
Chairman
29 July 2003
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 5
We have laid the
foundations to
enable us to build
up our financial
strength, increasing
revenues and
profitability. 6
Chief Executive’s review
The last year has been both exciting and
frustrating. Winning high calibre contracts such
as ‘Harry Potter and the Philosopher’s Stone’,
‘Battlestar Galactica’, ‘Looney Tunes: Back In
Action’, as well as other as yet unannounced
titles, has been an immense achievement and has
positioned Warthog  ahead of our competition.
Expanding to our now four-studio format,
including a presence in Austin, Texas, has been a
major strategic step and achievement for us.
The precarious financial position of some of the less
strong, second-tier publishers with whom we entered
into contractual relationships in previous years, has
meant we have had to shoulder the financial burden of
a number of  products to completion and endeavour to
re-sell them to new publishers. As we have not
managed to complete these re-arrangements within
the financial year, we have, most disappointingly,
reported a pre-tax loss of £790,705 after exceptional
costs. This is the first time in our history we have
reported a loss.  Although we are now forced
temporarily to self-fund several projects until we find
new publishers for them, this does not represent a
change in strategy in our business model, but an
exceptional operational necessity forced on us by these
circumstances. We were unable at that stage of our
development to avoid accepting these risks, but have
since been able to move past that point, based on our
more strongly established position in the industry.
We are correspondingly well placed to meet the
challenges and increasing pressures of future games
development. Technological advances on all platforms
means that it is not uncommon that team sizes have
increased to up to 50 people working on a single
game, and will continue to increase further with the
launch of the PlayStation3 and Microsoft Xbox2
platforms. There is a small and diminishing number of
development studios that have the capacity to manage
projects of this scale. We are focusing our efforts in
three areas: People, Process and Technology.
Warthog prides itself on its technical excellence and I
am delighted to report that our proprietary TUSK™
game engine, is receiving wide recognition and is
a unique strength for the group.  TUSK™ is
now being used successfully on multiple
projects at three out of our four
studios. As a result, we have over 30
programmers both using and
enhancing TUSK™, which is comparable
to the development resource levels of
competing middleware products sold
commercially, and was a major factor in
Warthog winning the ‘Harry Potter & the
Philoshopher’s Stone’ contract. We are also
investing in a process improvement project under
the title Hog Application Manual (HAM) to enhance
our present development systems, and also to prepare
for ever larger development teams. 
The majority of our success is down to the experience
and dedication of our staff.  In many instances they
have worked excessive hours to accommodate
customer requests and their commitment to quality is
outstanding.  We thank them profusely.
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 7
Expanding to our
now four-studio
format, including a
presence in Austin,
Texas, has been a
major strategic step
and achievement
for us. 8
Chief Executive’s review
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Our Expanding Group
Our Swedish office was acquired in April 2002 for an
initial consideration of £413,115 in Warthog shares
with further shares to be issued subject to
performance. The studio is working well on ‘Richard
Burns Rally Championship’ and we have invested in
staff in order to commence a second project in this
studio.  The total number of employees has
increased from 24 on acquisition to 34.  
In December 2002 we acquired the Manchester-based
game studio, known as  ‘Zed Two’.  The company,
founded in 1996, is best known for its original puzzle
games ‘Wetrix’ and ‘Aqua Aqua’ and currently numbers
21 people.  The acquisition consideration is dependent on
the future profitability of the business.  Games in
development include the role-playing game  ‘Pillage’ for
major consoles, a new puzzle franchise ‘Sticky Balls’, and
a recently won premium title, which has yet to be
announced.
In line with our strategic objective to build a presence in
the all-important USA, to be closer to the industry’s
largest publishers, we were delighted to agree the
acquisition of Fever Pitch in February of this year.  Fever
Pitch not only met this strategic objective, but also met
our operational objectives by bringing to the Group such
a highly talented and experienced team.  The now
renamed ‘Warthog Texas’ studio is based in Austin, Texas
and at present has a workforce of 18 working on a major
title.  The business was acquired for an initial
consideration of £186,000 satisfied by the issue of
Warthog shares with further shares to be issued
depending on its performance.  The studio has been cash
flow positive and earnings enhancing since acquisition.
It is a credit to the professionalism of these studios that
they have integrated so well within the Group.
The Games Market
The rise in attention on the games market by the
supermarket retailers has focused the industry on popular
brands, diminishing the signing of original products. 
In many cases games are aligned with other mass-market
entertainment products as part of global branding and
marketing campaigns.
The Game Cube market is proving financially challenging
for third party publishers, and although the gaming
community is very supportive of the excellent hardware,
there are few new games being commissioned for this
platform.
These factors have resulted in games sales largely being
dominated by the top games in the charts. Although the
games market continues to grow in-line with forecasts,
the number of games being commissioned has reduced.
The arrival of more technically advanced phones,
dedicated hand held gaming devices and Personal Digital
Assistants further invigorates these fledgling markets.
The market for Game Boy Advance games is difficult,
although the announcement of the Portable PlayStation
by Sony will provide some further stimulation of this
hand-held market. 9 10
Chief Executive’s review
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Games Released in 2002/2003
‘Rally Championship’ on GC and PS2 was released with
Sci Entertainment and received good critical acclaim. 
It was also released in Japan by the Japanese publisher
Success, and by Conspiracy in the USA.
‘Robot Wars’ on GBA was completed for the BBC and
received rave reviews including their highest rating
‘Excellent’ from EAGB Advance.
We completed ‘Loons: The Fight for Fame’ for
infogrames/Atari after acquiring the project development
team and partly completed game from Infogrames
themselves.
‘Mace Griffin Bounty Hunter’ was published in June 2003
on the PS2 and Xbox in the USA and it will follow in the
shops in August in the UK.  The PC and GC versions will
follow shortly after.  It has received some excellent reviews
from the games press including:
‘Game of the month’ and 90% score from PSW
magazine (UK)
‘Gold award’ and 95% score from PSE2
magazine (USA)
‘Wolverine’s Revenge’ was published by Activision
simultaneously with the new X Men 2 movie and
achieved No 4 in the UK all formats chart and No 3 on the
PS2 only chart.
SWING!, the publicly listed German publisher, for which
we produced the Animaniacs games ‘Hollywood Hijinx’
announced their receivership in early 2003.  We have
since negotiated the rights to the game back from the
receivers and have come to an agreement with the
owners of the Animaniacs licence, Warner Bros., so that
we can re-sell the game to an alternative publisher. 
We are optimistic that we will be able to sell the game in
due course.
We redeployed our development team from ‘X10’ to
work on ‘Harry Potter and the Philosopher’s Stone’. 
This was by mutual agreement with Conspiracy
Entertainment Inc. our publisher for ‘X10’ while they
undertook some re-organisation. We expect to continue
development soon.
We developed the ‘ET’ title for the publisher New
Kid Co. who found themselves unable to meet
their financial commitments. The Group has
come to an agreement with Universal Interactive,
the owners of the ‘ET’ games licence, and New Kid
Co. to obtain the rights to re-sell the game and to
recover a proportion of the development costs incurred.
Good progress has been made on this, with several offers
made and we expect to announce a deal shortly.
Several mobile games were completed and published for
THQ and Mobile Scope within the period. 11 Games in Development
Last year we were commissioned to develop a multi-
platform game for ‘Battlestar Galactica’, the first time that
the franchise has appeared on a games console. 
The game, for PS2 and Xbox, is a story-driven space
action-adventure that takes place at the end of the Cylon-
Colonial Wars, 40 years prior to the setting of the original
TV series.  The game will be released to celebrate the 25th
anniversary of the original series in conjunction with the
original series being released on home video and DVD and
a new Battlestar Galactica mini series.
We won the contract with Warner Bros. for the game of
the film ‘Looney Tunes: Back In Action’ which will be
released simultaneously with the film in November 2003
on PS2 and GC.  Warner Bros. Consumer Products has
partnered with Electronic Arts to co-publish the game.
This is the first time Warner Bros. has placed a contract
directly with a developer and we were delighted to be
selected against worldwide competition.
We were delighted to bring Hogwarts to Warthog at 
the beginning of the year, and in an extremely quick
development schedule we have developed an
outstanding  ‘Harry Potter and the Philosopher’s Stone’
for Electronic Arts.  This game is due in the shops in 
Q4 2003.
Our USA studio is working on a contract to develop a top
title game associated with a well-known franchise, with a
premium publisher, due for release in early 2005. 
This confidential development is going well and we look
forward to announcing this game in due course.
Our rally game has now been endorsed by Richard Burns,
who is currently leading the World Rally Championship, to
become ‘Richard Burns Rally Championship’. The contract
has been modified to complete in Q1 2004 and now fixed
for the PS2, Xbox & PC versions.  The game is a simulation
rallying game and has pushed the level of realism and car
simulation to the extremes.
12
Chief Executive’s review
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 13
We won the
contract with
Warner Bros. for
the game of the
film ‘Looney Tunes:
Back In Action’ 14
Chief Executive’s review
Financial Review
We have increased our turnover by 29%, slightly
improved gross margins to 19%, grown our Gross
Profit by 39% to £2.2 million, and our EBITDA,
before exceptional items, by 54% to £1.18 million.
This demonstrates the continued improvement in
our business.
This achievement is impressive in a period when the US
dollar has weakened from 1.42 to 1.57 (or 11%), which
affects the 78% of our business generated in US$. Based
upon its maximum impact on our US receivables this
deterioration alone would have resulted in a £931,000
decline in revenue. Clearly, we have hedged against the
movement to achieve a better result but nevertheless its
impact has been significant.
We would have reported a profit this year had it not been
for the exceptional provisions of £1.3 million we have
made against bad and doubtful debts or stalled contracts.
After these exceptional costs we are reporting a loss
before tax for the first time in 6 years of trading. Whilst
this is disappointing, we are optimistic to recover our
position on these contracts.
Turning attention to the balance sheet, despite these
substantial provisions we have actually increased our net
assets. Fixed assets have increased by £0.3 million
through continued investment in our building
infrastructure, computers and software. Goodwill on
intangible assets was £0.9 million at the end of the year,
principally being goodwill acquired during the year, and
this is being prudently written off over the next 5 years,
although we expect the benefit from these acquisitions to
continue beyond this period. Each acquisition has
generated profits in the period and is likely to be a cash
contributor to the group this coming financial year.
Working capital has increased by £1.95 million during the
year with a significant increase in current assets met only
by a small increase in creditors.
Unbilled contract work accounts for by far the largest
element of the increase in current assets, rising by 
£1.7 million over last year. One of the downsides of
working with the largest US brand owners in conjunction
with the larger publishers is a longer approval and
payment process, which has contributed to this figure.
Equally the general tight financial environment has meant 
that in some instances contracts have a greater degree of
payment on completion than we would like.  Further, to
win these larger and premier projects we are required to
undertake an increasing amount of work prior to the
contract being awarded.
This increase in working capital was accommodated by a
reduction in cash and by a further increase in our debt
facility. We have extended our debt facility to £3 million
and had drawn down £1.5 million against this at the end
of the financial year. This new facility was increased to
give more headroom for our working capital requirements
and to bridge the cash implications of contracts against
which we have provided at the year-end.
We experienced a cash outflow for the period due to the
default by our customers, previously detailed, against
which we have now provided.  This, together with an
extension of credit taken by our customers through our
unbilled contract work has pushed us into a cash negative
position again.  Cash outflow from operations was 
£2.3 million compared to £2.1 million last year but this
included working capital loans made to undertakings
which were subsequently acquired and the cash came
back from these acquisitions to bring us into line with last
year.  Furthermore, the repayment of tax through
successful claims for R&D tax credits and the reduction we
predicted in capital expenditure gave us a £0.7 million
improvement in our cash outflow before financing.
With our strong new business pipeline, we are confident
that we will improve on this cash performance this
coming year and the additional headroom created by the
extended facility will be sufficient to service the cash
needs of the business.
Outlook
It has become clear that the Sony PS2, followed by the
Microsoft Xbox, as well as their developing online
applications, have become the dominant platforms within
the sector for the foreseeable future. Projects which
harness the power of these sophisticated technologies
will get more complex and the vitally important product
marketing will often be linked to, or based upon
developments in other media, such as film, TV and books.   15
There are likely to be fewer but larger projects, and the
willingness on the part of the publishers or IP owners to
take risks on developers without proven track record will
shrink.  Relationships between publisher and developer
will be more integrated, although also, at times more
tense, as the stakes become higher.  This will reshape the
industry, which we believe will be to our advantage.
I am indebted to the hard work of our staff, and it is they
who deserve the credit for our significant achievements in
this and previous years.  The combination of creativity and
hard work together with our TUSK™ engine and
associated tools pipeline is a powerful combination and
appealing for our customers. We are now reaping the
rewards from our investment in TUSK™ and we will
continue to do this.
After our heady growth over the last few years, this year
will be one of consolidation. Having now achieved a
portfolio of premium titles, we are concentrating on
delivering these to the best quality and
working closely with our publishers to give
these the best chance of achieving hit
status, as well as focusing on
increasing our returns.
Ashley Hall
Chief Executive
29 July 2003 16
Directors and advisors
Directors
Iain Archibald Macdonald Non-executive Chairman
Ashley Jay Hall Chief Executive Officer and Managing Director
Simon Paul Elms ACA Finance Director
Eric Elms Business Development Director
Steven David Law Operations Director
Ian Andrew Grieve Commercial Director
David Barrie Robinson Non-executive Director
Ian Templeton Non-executive Director
Registered Office
10 Eden Place
Cheadle
Cheshire, SK8 1AT
Company Secretary
HL Secretaries Limited
St James’s Court
Brown Street
Manchester M2 2JF
Nominated Adviser and Broker
Evolution Beeson Gregory Limited
The Registry
Royal Mint Court
London EC3N 4LB
Solicitors to the Company
Halliwell Landau
St James’s Court
Brown Street
Manchester M2 2JF
Auditors & Reporting Accountants
Baker Tilly
Brazennose House
Lincoln Square
Manchester M2 5BL
Registrars
Northern Registrars Limited
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire HD8 0LA
Principal Bankers
HSBC
69 Pall Mall
London SW1Y 5EY 17
Mace Griffin Bounty Hunter
PSi2 – 9/10
“Exceptional”
PSW – 9/10
“Mace Griffin is Halo for the PS2. 
It’s that good” 
XboxWORLD – 9/10 
“Alongside Halo in the list of Xbox
shooters you simply must own” 
OFFICIAL XBOX – 8.4/10
“There’s a general wow factor of having
this type of gameplay wrapped into a
traditional first-person shooter” 
OFFICIAL PS2 – 8/10
“Bam! Blown away.” 
PSE2 Magazine – Gold award – 95%  18 18
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Simon Elms
Financial Director
Ashley Hall
CEO
Steven Law
Operations Director
Executive Management
Eric Elms
Business Development 
Director
Ian Grieve
Commercial Director
Nick Elms
Vice President of Art
Paul Hughes
Vice President 
of Technology
Eric Peterson
President 
Warthog Texas
Phil Gaskell
Vice President 
of Design
Tim Coupe
Vice President 
of Mobile and
Handheld Devices
Ivan Davies
Vice President 
Production
Christoffer Nilsson
Director
Warthog Sweden
John Pickford
Creative Director
Zed Two
Ste Pickford
Director
Zed Two
Andy Gething
Corporate Devlopment
Manager Directors
The Board comprises five executive Directors and three non-executive Directors
Iain Macdonald, age 58, Non-executive Chairman
Iain gained a B.Sc (Hons) in Electrical Engineering at Edinburgh University and a Diploma in Management at Heriot Watt
University. After 14 years with IBM, he started a PC computer business in Manchester. After 5 years, the company,
ComputerGroup plc, was acquired by SHL Systemhouse Inc, with whom he subsequently became European CEO. In the
eight years since leaving SHL, he has become non-executive director on the boards of thirteen companies, in seven of these
as Chairman. He is a Fellow of the Institute of Directors. Iain has recently completed a 5-year term on the Board of the
Manchester Business School, where he is currently a Visiting Fellow. He joined Warthog in 1997.
Ashley Hall, age 37, Chief Executive Officer and Managing Director
A successful entrepreneur with over 18 years in the computer industry, Ashley was a co-founder and the driving force
behind the establishment of Warthog. Ashley built up Hallman Computer Company Limited from scratch over a period of
10 years prior to its trade sale in 1996. Ashley subsequently founded Lincoln Software Limited, a software tools company,
in 1995 together with Steven Law and served as a non-executive director with Lincoln until its successful trade sale to
PeerLogic Inc. in 1999. Ashley is responsible for Group strategy.
Simon Elms ACA, age 33, Finance Director
Simon graduated with a first class Honours Degree in Management Sciences from the University of Manchester in 1991.
Simon joined Coopers and Lybrand in 1991, qualifying as a Chartered Accountant three years later. In 1996 he moved to
Ciba Specialty Chemicals Limited. Simon was the financial manager for Northern Europe for the corporate group and the
financial manager for the UK Additives Division. Simon joined Warthog in 1998 as Finance Director responsible for all
financial aspects of the Group’s business. Simon serves as a trustee of the Warthog employee trust.
Eric Elms, age 54, Business Development Director
Eric has worked in the computer industry since 1983. He was a director of JM Computing Limited, a software reseller from
1983 to 1991, during which time that company’s annual turnover grew from £350,000 to £2.5 million and Eric became
Divisional Sales Director. In 1994 Eric founded Corporate Graphic Holdings, and built this business up to an annual
turnover of £3 million prior to selling his interest in 1997. In 1993 Eric also founded Digital Reality, a partnership and
offshoot of Corporate Graphic Holdings, to develop computer games. The resultant development team designed the title
Privateer II, the Darkening that became an industry best seller. Digital Reality was acquired by Electronic Arts in 1995. Eric
co-founded Warthog in 1997, together with Ashley Hall and the core development team.
Steven Law, age 36, Operations Director
In 1985 Steven founded his first computer games company, Lynsoft Limited, which he ran until joining Ashley Hall at
Hallman in 1990. In 1995 Steven founded Lincoln Software Limited with Ashley Hall and Iain Macdonald. As CEO of
Lincoln Software, Steven grew this software tools company aggressively, securing venture capital funding from 3i, until it
was sold to PeerLogic Inc., in 1999. Steven then served as a Vice President of PeerLogic Inc. until its sale to Critical Path
Inc. in September 2000. This resulted in a substantial increase in shareholder value for the founding Lincoln Software
shareholders. Steven joined Warthog in November 2000 and now manages the internal operations of the Group.
Ian Grieve, age 37, Commercial Director
In 1989, Ian founded Procon Systems Limited, a process control software company that grew into a thriving business. In
1991, he moved into the games industry, joining Psygnosis Limited, one of the industry’s early drivers. During the eight
years Ian was with Psygnosis Limited, he was involved in all aspects of game development and publishing, starting as
Senior Producer, managing the Asian publishing department, becoming director of external development, and for the last
four years as a board member and on the executive committee. Ian has been involved in the management of over 100
games on a range of platforms, including many industry best sellers such as Lemmings, Toy Story, Formula 1, Destruction
Derby and Bugs Life. Ian joined Warthog in 1999 and now heads up its commercial department.
David Robinson, age 36, Non-executive Director
David, who joined Warthog in November 2000, is the Managing Director of Richer Sounds Plc, the UK’s leading retailer of
hi-fi separates with an annual turnover of £45 million. Richer Sounds holds the record for the highest level of retail sales
per sq ft worldwide. David started on the shop floor in 1983 and has since risen up through the organisation. He is also
the Group Managing Director of Richer Sounds Group of Companies, which has interests in a mixture of private and public
companies in sectors spanning retail, leisure, restaurants, publishing and property. David is also trustee of the Persula
Foundation, which offers practical help and supports charities throughout the United Kingdom.
Ian Templeton, age 61, Non-executive Director
Ian joined the Warthog board on 3rd March 2003, although he was a founder shareholder and advisor to Warthog until
its AIM flotation. Ian has over 30 years of corporate finance experience, the majority at a senior level, and is also a specialist
in the financing of early stage high growth companies. Since June 2000, he has been Chief Executive of Acorn Capital
Partners Limited and prior to that he was a senior partner at BDO Stoy Hayward in Manchester. In his career, Ian has been
responsible for the raising of over £76 million for some 78 companies.
19 20
Directors’ report
The directors submit their report and the group financial statements of Warthog plc (‘the Group’) for the year
ended 31 March 2003.
Principal activities
The principal activity of the Group during the year was that of the design and development of computer and video games.
Review of the business
A review of the group’s results and activity is incorporated in both the Chairman’s and Chief Executive’s Reports.
Share issues
On 5 April 2002 1,059,269 1p ordinary shares were issued at a premium of 38p in order to acquire the equity of 42 Bit
AB.
On 4 February 2002 973,015 1p ordinary shares were issued at a premium of 18.1p in order to acquire the equity of Fever
Pitch Studios Inc.
Results
The group trading loss for the year after taxation was £412,791.
Dividends
The directors do not recommend payment of a final dividend in line with the policy outlined in the flotation prospectus.
Directors
The following directors have held office since 1 April 2002:
I Macdonald
A Hall
E Elms
S Elms
I Grieve
D Robinson
S Law
I Templeton   (appointed 3rd March 2003)
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 21
Directors’ interests in shares
and debentures
Directors’ interests in the shares of the company, including family interests, were as follows:
Ordinary shares of 1p each Ordinary shares of 1p each 
at 31.03.03 at 01.04.02
I Macdonald 1,307,301 1,297,301
A Hall 5,851,584 5,846,584 
E Elms 2,373,984 2,368,984 
S Elms 1,234,616 1,229,616 
I Grieve 137,998 124,998 
D Robinson 10,000 –
S Law 255,002 250,002 
I Templeton 257,000 257,000  
Directors’ share options
The following directors, including family interests, have option agreements:  
At 01.04.02 At 31.03.03 Date exercisable Expiry date
S Elms 499,998 499,998 7 Dec 2003 7 Dec 2010 
S Law 359,996 359,996 7 Dec 2003/ 7 Dec 2010/
21 Dec 2004 21 Dec 2011
I Grieve 499,998 499,998 7 Dec 2003 7 Dec 2010 
D Robinson 156,250 156,250 14 Nov 2003 14 Nov 2010
The market price of the shares at 31 March 2003 was 12.5p and the range during the year was 12.5p to 41.5p.
Substantial shareholdings
On 1 August 2003 A Hall held 5,851,584 ordinary shares of 1p (12.14%), E Elms held 2,373,984 ordinary shares of 1p
(4.93%).  No other person has reported an interest of more than 3% in the ordinary shares.
Market value of land and buildings
The directors do not consider the net book value of the freehold land and buildings to be materially different from cost.
Creditor payment policy
It is group policy to agree and clearly communicate the terms of payment as part of the commercial arrangements
negotiated with suppliers and then to pay according to those terms based upon the timely receipt of an accurate invoice.
The company supports the CBI Prompt Payers Code.  A copy of the code can be obtained from the CBI at Centre Point,
103 New Oxford Street, London WC1A 1DU.
Trade creditor days based on creditors at 31 March 2003 were 30 days (2002: 40 days).
Introduction of the Euro
A centrally managed and co-ordinated programme has been completed which ensures the Group is able to handle euro
transactions when required.
Annual General Meeting
This year’s Annual General Meeting will be held on 12th September 2003.
Auditors
A resolution to reappoint Baker Tilly, Chartered Accountants, as auditors will be put to the members at the annual general
meeting.
By order of the Board
S Elms
Financial Director
29 July 2003 22
Report of the
Remuneration Committee
The remuneration committee is pleased to present its report for the year ended 31 March 2003.
Remuneration policy for executive directors
The basic annual salary payable to each director is £57,750 per annum to be reviewed annually (without any obligation
to increase the same).  In addition, the company contributes up to 4 per cent of the annual salary of each director to his
personal pension scheme but this is subject to review.  In addition each director receives a car allowance amounting to
£833.33 per month, eligibility to a PHI scheme, private health care for himself, his spouse and children.  In addition each
will receive life assurance cover. Each director receives the benefit of a company credit card and mobile telephone.
Remuneration
Salary Benefits Bonuses Fees Pension Total
££££££
I Macdonald – – – 30,000 – 30,000 
A Hall 55,440 10,257 – – 4,580 70,277 
E Elms 55,440 10,919 – – 4,620 70,979 
S Elms 55,440 10,712 – – 4,620 70,772 
I Grieve 55,440 10,644 72,514 – 4,620 143,218 
D Robinson – – – 10,000 – 10,000 
S Law 56,908 10,644 – – 1,728 69,280
I Templeton – – –––– 
278,668 53,176 72,514 40,000 20,168 464,526 
Share options
See Directors’ Report for details of directors’ interests in share options.
Incentive schemes
Bonuses
Each director will earn profit related bonuses based on EBITDA (‘Earnings before Interest, Tax, Depreciation and
Amortisation’) excluding Ian Grieve, who earns a commission based on 2.5 per cent of royalties and income generated
from game sales both for existing game titles and new game titles.  
Enterprise management incentive scheme
The company has granted options under the EMI scheme to selected key employees. The eligible employees or directors
must be an employee of the group, and not have a material interest in the company or the group. The individual
participation limits held by an employee will be £100,000. The exercise price per ordinary share payable will be higher of
the market value of the shares at the date of grant agreed by the Inland Revenue and the nominal value of the share. An
option will not normally be exercisable until three years have lapsed since its grant and subsisting options will lapse ten
years after the grant. Options over 2,598,980 ordinary shares have been granted under the EMI scheme.
Ian Grieve, Simon Elms and Steven Law are members of this scheme.
Service contracts
Steven Law, Ashley Hall, Simon Elms, Eric Elms and Ian Grieve entered into a service agreement with the company. The
service agreements are terminable on not less than six months notice by either party to the others at any time following
expiry of the initial term of 6 months. The service agreements contain provisions for early termination, inter alia, in the
event of a breach by the director in question.
Iain Macdonald, Ian Templeton and David Robinson do not have service contracts but have formal letters of appointment.
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 23
Corporate governance
Principles of Corporate Governance
The Group’s Board appreciates the value of good corporate governance not only in the areas of accountability and risk
management but also as a positive contribution to business prosperity.  It believes that corporate governance involves more
than a simple ‘box ticking’ approach to establish whether a company has met the requirements of a number of specific
rules and regulations.  Rather the issue is one of applying corporate governance principles (including those set out in
Section 1 of the Principles of Good Governance and Code of Best Practice (‘the Combined Code’) published by the Stock
Exchange in June 1998) in a sensible and pragmatic fashion having regard to the individual circumstances of a particular
company’s business.  The key objective is to enhance and protect shareholder value.  
Board structure
During the year the Corporate Board comprised Iain Macdonald (the Chairman and the senior independent non-executive
director), Ashley Hall (Managing Director), Eric Elms (Business Development Director), Ian Grieve (Commercial Director),
Simon Elms (Finance Director), Steven Law (Operations Director) and David Robinson and Ian Templeton (the other
independent Non-Executive Directors).  Their biographies appear on page 19.
The Board is responsible to shareholders for the proper management of the Group.  A statement of directors’
responsibilities in respect of the accounts is set out on page 25.  The Non-Executive Directors have a particular
responsibility to ensure that the strategies proposed by the Executive Directors are fully considered.  To enable the Board
to discharge its duties, all Directors have full and timely access to all relevant information and there is a procedure for all
Directors, in furtherance of their duties, to take independent professional advice, if necessary, at the expense of the Group.
The Board has a formal schedule of matters reserved to it and meets monthly.  It is responsible for overall group strategy,
approval of major capital expenditure projects and consideration of significant financing matters.  
The following committees, which have written terms of reference, deal with specific aspects of the Group’s
affairs.
The Remuneration Committee is responsible for making recommendations to the Board on the Company’s framework
of Executive remuneration and its cost.  The Committee determines the contract terms, remuneration and other benefits
for each of the Executive Directors, including performance related bonus schemes, pension rights and compensation
payments.  The Board itself determines the remuneration of the Non-Executive Directors.  The committee comprises Iain
Macdonald, Ian Templeton and David Robinson. It is chaired by Iain Macdonald and meets at least twice a year including
immediately before the submission of the annual and interim financial statements to the Board. The report on Directors’
remuneration is set out on page 22. 
The Audit Committee comprises Iain Macdonald, Ian Templeton and David Robinson, and is chaired by David Robinson.
Its prime tasks are to review the scope of internal and external audit, to receive regular reports from Baker Tilly, and to
review the half-yearly and annual accounts before they are presented to the Board, focusing in particular on accounting
policies and areas of management judgment and estimation.  The committee is responsible for monitoring the controls
which are in force to ensure the integrity of the information reported to the shareholders The committee acts as a forum
for discussion of internal control issues and contributes to the Board’s review of the effectiveness of the Group’s internal
control and risk management systems and processes.  It advises the Board on the appointment of external auditors and
on their remuneration for both audit and non-audit work, and discusses the nature and scope of the audit with the
external auditors. It meets at least twice a year including immediately before the submission of the annual and interim
financial statements to the Board.  
Any new non-executive directors will be asked to join both committees. 24
Corporate governance
Internal control
The directors are responsible for the Group’s system of internal control and reviewing its effectiveness.  The Board has
designed the Group’s system of internal control in order to provide the directors with reasonable assurance that its assets
are safeguarded, that transactions are authorised and properly recorded and that material errors and irregularities are
either prevented or would be detected within a timely period.  However, no system of internal control can eliminate the
risk of failure to achieve business objectives or provide absolute assurance against material misstatement or loss. 
The key elements of the control system in operation are:  
The Board meets regularly with a formal schedule of matters reserved to it for decision and has put in place an
organisational structure with clear lines of responsibility defined and with appropriate delegation of authority; 
There are procedures for planning, approval and monitoring of capital expenditure and information systems for
monitoring the Group’s financial performance against approved budgets and forecasts;  
The process adopted by the Group accords with the guidance contained in the document ‘Internal Control Guidance for
Directors on the Combined Code’ issued by the ICAEW.
The Audit committee will receive reports from the external auditors on a regular basis and from executive directors of the
Group.  During the year, the Audit committee has reviewed the effectiveness of the system of internal control as described
above.  The Board receives periodic reports from all committees.
There are no significant issues disclosed in the report and financial statements for the year ended 31 March 2003 and up
to the date of approval of the report and financial statements that have required the Board to deal with any related
material internal control issues.
The directors confirm that the Board has reviewed the effectiveness of the system of internal control as described during
the period.
Relations with shareholders
The Group values its dialogue with both institutional and private investors.  Effective two-way communication with fund
managers, institutional investors and analysts is actively pursued and this encompasses issues such as performance, policy
and strategy. During the year the directors have had meetings with analysts and institutions and will continue to do so on
a monthly basis.
There is a wealth of information for investors on the Group’s web site, www.warthog.co.uk, which is updated monthly,
and shareholders can register to receive notification of when new information is posted on the web site.
Going concern
The directors confirm that they are satisfied that the Company and Group have adequate resources to continue in business
for the foreseeable future.  For this reason, they continue to adopt the going concern basis in preparing the financial
statements. 
Statement by the Directors on compliance with the provisions of the combined code
The Directors have voluntarily undertaken to adopt and comply with the provisions set out in Section 1 of the Combined
Code insofar as they apply to the Group given its size and structure.
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 25
Directors’ responsibilities in the
preparation of financial statements
Company law requires the directors to prepare financial statements for each financial year which give a true
and fair view of the state of affairs of the group and company and of the profit or loss of the group for that
period.  In preparing those financial statements, the directors are required to:
a select suitable accounting policies and then apply them consistently;
b make judgements and estimates that are reasonable and prudent;
c state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements.
d prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time
the financial position of the group and to enable them to ensure that the financial statements comply with the
requirements of the Companies Act 1985.  They are also responsible for safeguarding the assets of the group and hence
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for the maintenance and integrity of the Warthog plc website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions. 26
Independent auditors’ report 
to the members of Warthog plc
We have audited the financial statements on pages 27 to 42.
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act
1985.  Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditors’ report and for no other purpose.  To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our
audit work, for this report, or for the opinion we have formed.
Respective responsibilities of Directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable
law and United Kingdom 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. 
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 with the company is not disclosed. 
We read other information contained in the Annual Report, and consider whether it is consistent with the audited financial
statements.  This other information comprises only the Directors’ Report, the Chairman’s Statement, the Chief Executive’s
Review, the Report of the Remuneration Committee and the statement on corporate governance.  We consider the
implications for our report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements.  Our responsibilities do not extend to any other information. 
Basis of 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 March 2003 and of the group loss for the year then ended and have been properly prepared in accordance with the
Companies Act 1985. 
Baker Tilly
Registered Auditor
Chartered Accountants
Brazennose House
Lincoln Square
Manchester M2 5BL
29 July 2003
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 27
Consolidated profit and loss account 
for the year ended 31 March 2003 
Consolidated statement of total
recognised gains and losses 
for the year ended 31 March 2003 
Continuing Acquisitions Total
Operations
2003 2003 2003 2002
Notes £ £ £ £
Turnover 1 11,180,765 236,373 11,417,138 8,858,117
Cost of sales 8,981,258 219,641 9,200,899 7,266,913
Exceptional costs 5 1,313,726 – 1,313,726 –  
Gross profit 885,781 16,732 902,513 1,591,204  
Other operating expenses (net) 2 1,433,440 226,103 1,659,543 1,142,358
(Loss)/profit on ordinary activities
before interest (547,659) (209,371) (757,030) 448,846 
Investment income 3 35,267 77,536
(721,763)  526,382
Interest payable 4 68,942 38,591  
(Loss)/ profit on ordinary activities 
before taxation (790,705) 487,791  
Taxation 7 377,914 (182,437)  
Retained (loss)/profit for the year 18 (412,791) 305,354  
Earnings per ordinary share – basic 23 (0.87)p 0.72p  
Earnings per ordinary share – diluted 23 (0.87)p 0.64p  
The operating profit for the year arises from the group’s continuing operations.
2003 2002
££
(Loss)/profit for the financial year (412,791) 305,354  
Currency translation gain on foreign currency net investments 55,740 –  
Total recognised gains and losses relating to the year (357,051) 305,354   Consolidated balance sheet
31 March 2003
2003 2002
Notes £ £
Fixed assets
Intangible assets 9 906,358 – 
Tangible assets 10 2,270,250 1,988,025  
Investments 11 ––
3,176,608 1,988,025  
Current assets
Stock 12 1,634,034 1,470,342  
Debtors 13 5,570,430 3,649,522  
Cash at bank and in hand 359,488 2,828,801  
7,563,952 7,948,665  
Creditors:
Amounts falling due within one year 14 (1,411,267) (1,306,618)  
Net current assets 6,152,685 6,642,047  
Total assets less current liabilities 9,329,293 8,630,072
Creditors:
Amounts falling due after more than one year 15 (1,500,000) (1,137,992)
Provisions for liabilities and charges 16 – (25,011)
7,829,293 7,467,069  
Capital and reserves
Called up share capital 17 481,820 461,497  
Contingent share capital 21 286,885 –  
Share premium account 18 6,655,214 6,243,147
Merger reserve 18 52,463 52,463 
Profit and loss account 18 352,911 709,962  
Shareholders’ funds 7,829,293 7,467,069  
Approved by the board on 29 July 2003
S Elms
Director
I Macdonald
Director
28
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003 Company balance sheet
31 March 2003
2003 2002
Notes £ £
Fixed assets
Investments 11 1,185,944 299,944  
Current assets
Debtors 13 6,950,812 4,618,626  
Cash at bank and in hand – 2,643,632  
6,950,812 7,262,258
Creditors:
Amounts falling due within one year 14 (527,983) (199,065)  
Net current assets 6,422,829 7,063,193  
Total assets less current liabilities 7,608,773 7,363,137  
Creditors:
Amounts falling due after more than one year 15 (200,000) (600,000)
7,408,773 6,763,137  
Capital and reserves
Called up share capital 17 481,820 461,497
Contingent share capital 21 286,885 –
Share premium account 18 6,655,214 6,243,147  
Profit and loss account 18 (15,146) 58,493  
Shareholders’ funds 7,408,773 6,763,137  
Approved by the Board on 29 July 2003
S Elms
Director
I Macdonald
Director
29 30
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Consolidated 
cash flow statement
for the year ended 31 March 2003 
2003 2002
Notes £ £
Cash flow from operating activities 20a (2,328,154) (2,145,012) 
Returns on investments and servicing of finance 20b (33,675) 38,945 
Taxation 110,718 (105,862)
Capital expenditure and servicing of finance 20b (630,114) (1,096,774)
Acquisitions 242,260 –
Cash outflow before financing (2,638,965) (3,308,703)
Financing 20b 169,652 2,577,095  
Decrease in cash in the year (2,469,313) (731,608)
Reconciliation of 
net cash flow to 
movement in debt
2003 2002
Notes £ £
Decrease in cash in the year (2,469,313) (731,608)
Change in net debt resulting from cash flows (350,008) (587,958) 
Movement in net debt in year (2,819,321) (1,319,566) 
Net funds at 1 April 2002 1,678,809  2,998,375 
Net debt at 31 March 2003 20c (1,140,512) 1,678,809  31
Accounting 
policies
Basis of accounting
The financial statements have been prepared under the historical cost convention.
Basis of consolidation
The consolidated financial statements incorporate those of Warthog plc and all of its subsidiary undertakings for the year.
Subsidiaries acquired during the year are consolidated using the acquisition method.  Their results are incorporated from
the date that control passes.  The difference between the cost of acquisition of shares in subsidiaries and the fair value of
the separable net assets acquired is capitalised and written off on a straight line basis over its estimated economic life.
Provision is made for impairment.  All financial statements are made up to 31 March.  
In respect only of Warthog Games Limited, the consolidated financial statements merge the financial statements of
Warthog plc and Warthog Games Limited as if they had always been so owned. Accordingly, in the year when  this merger
took place the whole of the results, assets, liabilities and shareholders’ funds of the merged companies were consolidated
regardless of the actual merger date, and the corresponding figures for previous years were re-stated.
Tangible fixed assets
Fixed assets are stated at historical cost less accumulated depreciation.
Depreciation is provided on all tangible fixed assets other than freehold land at rates calculated to write each asset down
to its estimated residual value evenly over its expected useful life, as follows:-
Freehold buildings over 20 years
Computer equipment 33% on cost
Fixtures, fittings and equipment 25% – 33% on cost
Investments
Fixed asset investments are stated at cost less provision for diminution in value.
Intellectual property
Purchased intellectual property is valued at cost less accumulated amortisation.  Amortisation is calculated to write off the
cost in equal annual instalments over their estimated useful life.
Purchased goodwill
Goodwill representing the excess of the purchase price compared with the fair value of net assets acquired is capitalised
and written off evenly over 5 years as in the opinion of the directors this represents the period over which the goodwill is
effective.
Long term contracts
Amounts recoverable on long term contracts, which are included in debtors are stated at the net sales value of the work
done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress
payments on account.  Excess progress payments are included in creditors as payments on account.
Work in progress
Work in progress is valued at the lower of cost and net realisable value.  Cost of work in progress includes overheads
appropriate to the stage of production.  Net realisable value is based upon estimated selling price less further costs
expected to be incurred to completion.
Deferred taxation
Deferred tax 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. Timing differences between the Group’s taxable profits and its results as
stated in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are
expected to reserve, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet
date. Deferred tax is measured on a non-discounted basis. 
Leased assets and obligations
All leases are ‘operating leases’ and the annual rentals are charged to the profit and loss account on a straight line basis
over the lease term.
Pensions contributions
The amount charged to the profit and loss account in respect of pension costs is the contributions payable in the year.
Differences between contributions payable in the year and contributions actually paid are shown as either accruals or
prepayments in the balance sheet. 
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling
at the accounting date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.
All differences are taken to profit and loss account.
Turnover and profits
Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in
the profit and loss account turnover and related costs as contract activity progresses.  Turnover is calculated as that
proportion of total contract value which costs to date bear to total expected costs for that contract. 32 32
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Notes to the financial statements
for the year ended 31 March 2003 
1 Turnover and profit on ordinary activities before taxation
The group’s turnover and profit before taxation were all derived from its principal activity.  Sales were made in the
following geographical markets:
Continuing Acquisitions Total
Operations
2003 2003 2003 2002
££ £ £
United Kingdom 2,561,319 37,829 2,599,148 423,640 
USA 8,096,131 198,544 8,294,675 4,575,477 
EC 523,315 – 523,3153,859,000
11,180,765 236,373 11,417,138 8,858,117 
2 Other operating expenses (net) 2003 2003 2003 2002
££ £ £
Administration expenses 1,433,440 226,103 1,659,543 1,142,358  
3 Investment income 2003 2002
££ 
Bank interest receivable 35,267 77,536  
4 Interest payable 2003 2002
££ 
On other loans 68,942 37,563  
On late payment of tax – 1,028  
68,942 38,591  
5 Profit on ordinary activities Continuing Acquisitions Total
Operations
2003 2003 2003 2002
££ £ £
(Loss)/profit on ordinary activities before taxation is 
stated after charging:
Amortisation of intangible fixed assets 155,457 – 155,457 –
Depreciation and amounts written off tangible 
fixed assets:
Charge for the year:
owned assets 420,030 45,745 465,775 318,390  
Auditors’ remuneration 19,250 3,807 23,057 16,500  
Auditors’ remuneration in respect of non-audit fees amounted to £11,900   (2002: £22,800).
Exceptional items
Provisions totalling £1,313,726 have been made in the current year against the costs incurred in developing
certain games.  The directors are of the opinion that these provisions are necessary in view of the financial status
of certain of the parties that had originally contracted these games. 33
Notes to the financial statements
for the year ended 31 March 2003
6 Employees 2003 2002
Number Number
The average monthly number of persons (including Directors) employed by the Group during the year was:
Administration 23 17
Technical and design 205 93  
228 110 
2003 2002
££
Staff costs for above persons:
Wages and salaries 5,595,684 3,448,975  
Social security costs 507,199 317,286  
Other pension costs 254,691 153,706  
6,357,574 3,919,967  
2003 2002
££
Directors’ remuneration
Emoluments 444,358 449,490  
Amounts paid to money purchase pension schemes 20,168 15,458  
Total emoluments 464,526 464,948  
Number Number 
The number of Directors to whom relevant benefits are accruing under
money purchase pension schemes was: 5 5 
2003 2002
££
Emoluments disclosed above include the following amounts paid to the highest paid Director.
Emoluments for qualifying services 138,598 155,395  
Group pension contributions to money purchase schemes 4,620 4,000 34 34 34
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Notes to the financial statements
for the year ended 31 March 2003
7 Taxation 2003 2002
££
Current tax:
UK corporation tax at 30% on (loss)/profit of the year – 150,787 
Adjustments in respect of previous periods (203,903) 6,639
Total current tax (203,903) 157,426  
Deferred tax:
Origination of timing differences (174,011) 25,011
Tax on (loss)/profit on ordinary activities (377,914) 182,437  
Tax reconciliation:
Factors affecting tax charge for the year.
The tax assessed for the year is higher than the standard rate of 
corporation tax in the UK of 30%  (2002 – 30%). 
The differences are explained below:
(Loss)/profit on ordinary activities before tax (790,705) 487,791
(Loss)/profit on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 30% (2002 – 30%). (237,211) 146,337
Effects of:
Permanent timing differences 36,977 35,159
Capital allowances in excess of depreciation 26,223 (5,698)
Adjustment to tax charge in respect of previous periods (203,903) 6,639
Tax (credit)/ charge for the year (377,914) 182,437
8 Retained profit for the year
As permitted by s230 Companies Act 1985, the company has not presented its own profit and loss account.  Of the
retained loss for the year, a loss of £73,639  (2002 profit: £43,869) is attributable to the activities of the holding
company.
9 Intangible fixed assets intellectual 
Goodwill property Total
££ £
Group
Cost
At 1 April 2002 – 6,818 6,818
Additions 1,061,815 – 1,061,815
At 31 March 2003 1,061,815 6,818 1,068,633
Provision for diminution in value
At 1 April 2002 – 6,818 6,818 
Charge in the year 155,457 – 155,457
At 31 March 2003 155,457 6,818 162,275
Net book value
31 March 2003 906,358 – 906,358
31 March 2002 – – – 35
Notes to the financial statements
for the year ended 31 March 2003
11 Fixed asset investments Shares in
subsidiary
undertakings
£
Group
Cost
1 April 2002 and at 31 March 2003 20,500
Provision for diminution in value
1 April 2002 and at 31 March 2003 20,500
Net book value
31 March 2003 –
31 March 2002 –
Shares in
subsidiary
undertakings Total
££ 
Company
Cost and net book value
At 1 April 2002 299,944 299,944
Additions 886,000 886,000
At 31 March 2003 1,185,944 1,185,944
10 Tangible fixed assets Fixtures,
Land and Computer fittings and
building equipment equipment Total
££££
Group
Cost or valuation
1 April 2002 1,549,606 980,216 105,977 2,635,799  
Additions 197,811 404,732 27,571 630,114
Acquisitions – 198,660 11,424 210,084 
31 March 2003 1,747,417 1,583,608 144,972 3,475,997 
Depreciation
1 April 2002 118,157 482,469 47,148 647,774  
Charged in the year 87,468 350,400 27,907 465,775
Acquisitions – 83,871 8,327 92,198
31 March 2002 205,625 916,740 83,382 1,205,747 
Net book value
31 March 2003 1,541,792 666,868 61,590 2,270,250 
31 March 2002 1,431,449 497,747 58,829 1,988,025   36 36 36 36
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Notes to the financial statements
for the year ended 31 March 2003 
12 Stock Group Company 
2003 2002 2003 2002
££ £ £
Work in progress 1,634,034 1,470,342 – – 
Work in progress relates to contracts in respect of which development costs are recoverable against royalties
receivable after publication of the software.
13 Debtors Group Company 
2003 2002 2003 2002
££ £ £
Due within one year:
Trade debtors 611,513 1,090,178 – – 
Amount recoverable on long term contracts 4,072,811 2,361,984 – –
Amounts owed by group undertakings – – 6,909,563 4,526,571
Other debtors 480,623 98,498 5,193 27,759
Deferred tax asset 323,101 – – –  
Prepayments and accrued income 82,382 98,862 36,056 64,296  
5,570,430 3,649,522 6,950,812 4,618,626  
The deferred tax asset is recoverable in more than one year.
11 Fixed asset investments continued
The company holds more than 10% of the equity of the following undertakings:
Country of Class of Proportion Nature of 
incorporation holding directly held business 
Subsidiary undertakings:
Warthog Games Limited England and Wales Ordinary 100% Design and development
shares of computer games
Fever Pitch Studios, Inc U.S.A. Ordinary 100% Design and development
shares of computer games
42 Bit AB Sweden Ordinary 100% Design and development
shares of computer games
Zed Two Limited England and Wales Ordinary 100% Design and development
shares of computer games
Phatfish Limited England and Wales Ordinary 100% Dormant
shares
Roadhog Games Limited England and Wales Ordinary 100% Dormant
shares
Hallco 547 Limited England and Wales Ordinary 100% Dormant
shares
Hallco 548 Limited England and Wales Ordinary 100% Dormant
shares
The dormant subsidiaries are included at no value in the accounts and are excluded from consolidation on the
grounds of immateriality. Zed Two is included at no value in the accounts, as the consideration is contingent on the
results of the company over future periods. 37
Notes to the financial statements
for the year ended 31 March 2003 
14 Creditors: amounts falling due within one year Group Company 
2003 2002 2003 2002
££££
Payments received on account 142,657 157,596 – – 
Trade creditors 375,559 340,897 200,099 98,885
Corporation tax – 150,408 – 22,981  
Other taxation and social security 227,499 133,995 57,211 20,728
Other creditors 48,822 28,967 109,211 –
Accruals and deferred income 616,730 494,755 161,462 56,471 
1,411,267 1,306,618  527,983 199,065
15 Creditors: amounts falling due in more than one year Group Company 
2003 2002 2003 2002
££££
Other loans 1,500,000 1,137,992 200,000 600,000
Repayable by installments:
In more than one year but not more
than two years 1,500,000 612,000 200,000 600,000
In more than two years but not more
than five years – 36,000 – –
In five years or more – 489,992 – – 
1,500,000 1,137,992 200,000 600,000
The loan is secured by a debenture giving fixed or floating charges on all assets of the company.
16 Provisions for liabilities and charges
Deferred taxation provided in the financial statements and the unprovided potential liability is as follows:
Group
Unprovided liability Amount provided
2003 2002 2003 2002
££££
Excess of tax allowances over depreciation – – – 25,011
Tax losses available against future profits – – (149,000) –
The movement on deferred taxation was as follows:
£
Balance at 1 April 2002 25,011
Transfer to profit and loss account (174,011)
Balance at 31 March 2003 (149,000) 38 38 38 38
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
38
Notes to the financial statements
for the year ended 31 March 2003
17 Share capital 2003 2002
££
Authorised:
56,500,000 ordinary shares of 1p each 615,000 615,000  
Allotted, issued and fully paid:
48,182,057 (2002 – 46,149,773) ordinary shares of 1p each 481,820 461,497  
On 5 April 2002 1,059,269 1p ordinary shares were issued at a premium of 38p in order to acquire the equity of
42 Bit AB. As part of the acquisition 706,179 1p ordinary shares will be issued to the shareholders of 42 Bit AB
contingent on the future activity of 42 Bit AB.
On 4 February 2003 973,015 1p ordinary shares were issued at a premium of 18.1p in order to acquire the equity
of Fever Pitch Studios Inc.
Share disclosures
The Group has granted options, which remain exercisable to subscribe for ordinary shares of 1p each, as follows:
Period over
Subscription which options Number of shares for which
Grant date price per share are exercisable rights are exercisable
Unapproved share options:
1 January 1998 29p 31 December 2003 516,600
4 January 1999 10p 5 January 2002 – 113,400
4 January 2009
14 November 2002 32p 14 November 2003 – 156,250
14 November 2010
Approved share options:
7 December 2000 20p 7 December 2003 – 1,382,406
7 December 2010
5 November 2001 44.5p 5 November 2004 – 473,400
5 November 2011
Under the Group’s Enterprise Management Incentive scheme, employees held options at 31 March 2003 for
2,598,980 un-issued ordinary shares (2002: 2,648,980) as follows:
Period over
Subscription which options Number of shares for which
Grant date price per share are exercisable rights are exercisable
Unapproved share options:
7 December 2000 20p 7 December 2003 – 2,299,980
7 December 2010
5 November 2001 44.5p 5 November 2004 – 189,000
5 November 2011
21 December 2001 44.5p 21 December 2004 – 110,000
21 December 2011 39
Notes to the financial statements
for the year ended 31 March 2003 
18 Reserves Merger Share Profit and
reserve premium Loss account
£££
Group
1 April 2002 52,463 6,243,147 709,962
Retained profit for the year – – (412,791) 
Currency translation gain on foreign currency net investments – – 55,740
On issue of shares – 592,423 – 
Issue costs – (180,356) – 
31 March 2003 52,463 6,655,214 352,911 
Company
1 April 2002 – 6,243,147 58,493
Retained profit for the year – – (73,639) 
On issue of shares – 592,423 – 
Issue costs – (180,356) –  
31 March 2003 – 6,655,214 (15,146) 
19 Reconciliation of movement in shareholders’ funds Group Company 
2003 2002 2003 2002
££££
Loss for the financial year (412,791) 305,354 (73,639) 43,869
Currency translation gain on foreign 
currency net investments 55,740 – – –
Proceeds from issue of shares 432,390 1,977,092 432,390 1,977,092  
Contingent share capital 286,885 – 286,885 –
Net addition to shareholders’ funds 362,224 2,282,446 645,636 2,020,961
Opening shareholders’ funds 7,467,069 5,184,623 6,763,137 4,742,176 
7,829,293 7,467,069 7,408,773 6,763,137  40 40 40 40
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
40 40
Notes to the financial statements
for the year ended 31 March 2003 
20 Cash flows 2003 2002
££ 
a Reconciliation of operating (loss)/ profit to net cash inflow from operating activities
Operating (loss)/ profit (757,030) 448,846  
Depreciation and amortisation 621,232 318,390  
Increase in stocks (163,692) (836,529)
Increase in debtors (1,492,879) (2,716,268)
(Decrease)/ Increase in creditors (591,525) 640,549
Other non cash movements 55,740 – 
Net cash flow from operating activities (2,328,154) (2,145,012) 
b Analysis of cash flows for headings netted in the cash flow
2003 2002
££ 
Returns on investments and servicing of finance
Interest received 35,267 77,536
Interest paid (68,942) (38,591)
Net cash (outflow)/ inflow from returns on investments and servicing of finance (33,675) 38,945
Capital expenditure and financial investment
Purchase of tangible fixed assets (630,114) (1,096,774)
Financing
Issue of ordinary share capital – 2,102,932
Issue costs (180,356) (113,837)
Repayment of other long term loans (609,992) (12,000)  
New loans 960,000 600,000 
Net cash inflow from financing 169,652 2,577,095  
c Analysis of net debt
At At 
1 April 31 March
2002 Cash flow 2003
£££
Cash in hand and at bank 2,828,801 (2,469,313) 359,488 
Debt due within 1 year (12,000) 12,000 –
Debt due after 1 year (1,137,992) (362,008) (1,500,000)
(1,149,992) (350,008) (1,500,000)
Total 1,678,809 (2,819,321) (1,140,512)  41
21 Purchase of subsidiary undertakings
On 5th April 2002 the company acquired the entire share capital of 42 Bit AB. On 16th December 2002 the
company acquired the entire share capital of Zed Two Limited. On 4th February 2003 the company acquired the
entire share capital of Fever Pitch Studios Inc:
42 Bit AB Zed Two Fever Pitch  Total
Limited Studios, Inc
££££
Fixed Assets 77,707 10,801 28,527 117,035
Deferred tax – 174,101 – 174,101
Debtors 82,797 39,076 102,810 224,683
Bank 85,582 (436) 157,114 242,260  
Creditors (239,329) (348,994) (345,571) (933,894)
6,757 (125,452) (57,120) (175,815)
Goodwill 693,243 125,452 243,120 1,061,815 
Consideration 700,000 – 186,000 886,000
Discharged by:
Shares allotted 700,000 – 186,000 886,000
Cash ––––
700,000 – 186,000 886,000
The acquisition cost of 42 Bit AB includes contingent consideration of £286,885 which will be satisfied via the
issue of a further 706,179 shares over the next 2 years subject to performance criteria being achieved by the
management team.
Under the terms of the acquisition of Zed Two Limited and Fever Pitch Studios, Inc., consideration of over £1.5m
will be payable in the form of shares dependent on those companies’ profits over the next two years. Due to
uncertainty over the current status of the contracts under development in these subsidiaries, as detailed in the
Chairman’s Statement and Chief Executive’s Review, the directors consider a provision for these amounts to be
inappropriate.
The subsidiary undertakings acquired during the year contributed £(351,014) to the group’s net operating cash
flows, received £1,132 in respect of net returns on investments and servicing of finance, paid £2,976 in respect of
taxation and utilised £95,083 for capital expenditure.
Analysis of the net outflow of cash in respect of the purchase of subsidiary undertakings 
2003 2002
££ 
Cash consideration – –
Cash at bank and in hand acquired 243,365 –
Bank overdrafts acquired (1,105) –
Net flow of cash in respect of the purchase of subsidiaries 242,260 –
Notes to the financial statements
for the year ended 31 March 2003  22 Pension commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those
of the company in an independently administered fund. The pension cost charge represents contributions payable by
the company to the fund and amounted to £254,691 (2002: £153,706).  
23 Transactions with Directors
During the prior year, Mr A Hall rented a personal property to the company on a commercial basis. No Rent was
charged in the current year (2002: £10,260).
24 Earnings per share
Earnings and the number of shares used in the calculations of earnings per share are set out below:
2003 2002
££ 
Basic:
(Loss)/Profit after tax (412,791) 305,354
Weighted average number of shares 47,344,052 42,593,312  
EPS (pence) (0.87) 0.72  
Fully diluted:
(Loss)/ Profit after tax (412,791) 305,354 
Weighted average number of shares 47,344,052 47,496,256  
EPS (pence) (0.87) 0.64
Weighted average number of shares
2003 2002
Number Number
of shares of shares
For basic earnings per share 47,344,052 42,593,312
Share options in issue N/A 4,958,753
Lapse of share options N/A (55,809) 
For diluted earnings per share 47,344,052 47,496,256
Basic and fully diluted earnings are the same due to the loss for the year.
25 Control
In the opinion of the directors there is no single controlling party.
42
Warthog plc
Annual Report and Accounts for
the year ended 31 March 2003
Notes to the financial statements
for the year ended 31 March 2003  47
This report and financial statements contains many trademarks, the rights and ownership of which are recognised.  Microsoft and X-Box is the
property of Microsoft, GameBoy Advance and GameCube are the property of Nintendo, PlayStation & PlayStation 2, (PS2) are the property of
Sony.  Richard Burns Rally Championship, Looney Tunes: Back in Action, Harry Potter and the Philosopher’s Stone, Wolverine’s Revenge, Moto GP,
Ice Age,Tom & Jerry, Star Trek, Rally Championship, Tiny Toon, Pirate Adventure, X-Men, Animaniacs, Battlestar Galactica, Looney Tunes, Harry
Potter, Mace Griffin Bounty Hunter, ET, X10, are all owned by their respective owners.  All rights are recognised. Warthog plc
10 Eden Place
Cheadle
Cheshire
SK8 1AT
Tel: 0161 608 1200
Fax: 0161 610 3033
E-mail: investor@warthog.co.uk
www.warthog.co.uk