annual report and accounts 2009
anite plc annual report and accounts 2009 1 anite
2 anite at a glance
4 chairman’s statement
6 chief executive’s review
11 financial review
18 directors and advisers
20 report of the directors
23 corporate governance report
29 remuneration report
35 report of the audit committee
36 statement of directors’
responsibilities
37 independent auditors’ report group
38 consolidated income statement
39 consolidated balance sheet
40 consolidated statement of changes
in equity
41 consolidated cash flow statement
42 notes to the accounts
79 fiveyear summary
80 independent auditors’ report
company
81 company balance sheet
82 company statement of changes
in equity
83 company cash flow statement
84 notes to the company accounts
94 group directory
96 information for shareholders
section a  15
overview
section b  617
review
section c  1835
management
and governance
section d  3693
financial statements
section e  9496
additional information 1
anite
annual report and accounts 2009
section a
overview anite
anite plc “anite” or the “company” is an international
software and solutions company focused on the provision
of test and operational systems in the wireless market
and reservation and ecommerce solutions to the leisure
travel industry
our comprehensive solutions have developed from
our deep sector knowledge and are focused around the
supply of aniteowned software products we provide
a full range of services to our customers including
implementation systems integration maintenance
and managed services enabling us to maximise
customer satisfaction with our headquarters in the
uk we employ around 500 staff in 13 countries across
europe america asia and the middle east 2
anite
annual report and accounts 2009 anite at a glance
section a
overview
order intake £m
financial highlights adjusted
1
adjusted results
1
 revenue of £90 1m 2008 £916m
 at constant currency revenue was £826m
 ebitda £258m 2008 £247m
 operating profit of £200m 2008 £187m
 benefited from £23m early settlement from mytravel
 benefited by £39m from currency movements
 nonoperational property costs increased by £08m
 operating margin of 222 2008 204
 profit before tax of £18 1m 2008 £167m
 basic earnings per share 44p 2008 33p
 final dividend of 065p per share 2008 060p
making a total of 095p 2008 0875p
 net cash of £27 3m 2008 net debt £154m
this includes the impact of
 gross cash receipt £568m from anite public sector
disposal
 £250m reduction in term loan
 £99m returned to shareholders through
30p special dividend
 part settlement of currency swap £89m
statutory results
2
 revenue from continuing operations £90 1m 2008 £928m
 profit from continuing operations before tax £64m
2008 £95m
 profit for the year £363m 2008 £132m
 basic earnings per share 113p 2008 38p
 diluted earnings per share 108p 2008 37p
operating highlights
 disposal of public sector completed on 31 october 2008
 improved operating performance from wireless benefited
from cost cutting and favourable currency exchange rates
 stable underlying performance from travel excluding
oneoff customer impacts
 72 of revenues now derived from international markets
wireless 95 travel 30
 orders
 intake down to £77 6m 2008 £1018m reflecting xl
leisure administration and significant multiyear orders
in prior year
 closing order book £593m 2008 £690m
1 adjusted results are for continuing operations for the year before disposed
businesses sharebased payments amortisation of acquired intangible assets
and restructuring costs
2 see note 23 for a reconciliation of adjusted results highlights to reported
statutory results
09
08
776
1018
07 1129
revenue £m
09
08
901
916
07 922
adjusted operating proﬁt £m
09
08
200
187
07 225
operating margin 
09
08
305
272
07 233
adjusted proﬁt before tax £m
09
08
181
167
07 217
adjusted eps £m
09
08
44p
33p
07 47p 3
anite
annual report and accounts 2009
section a
overview
managed services
wireless
travel
divisional structure
wireless travel
travel solutions
anite has supplied
reservation systems
services and ecommerce
applications to tour
operators airline
consolidators cruise
ferry and rail companies
for more than 20 years
managed services
anite offers partially or
fully managed services
on a hosted or remotely
managed basis available
24 hours a day every day
of the year
handset testing
with a comprehensive
family of wireless test
solutions anite enables
customers cost effectively to
analyse their product designs
early in the process and to
resolve emergent issues
before they become more
costly problems
network testing
delivering highquality
wireless service requires
frequent measurements
information processing
and data analysis anite’s
nemo tools help measure and
optimise the performance
and quality of wireless
voice and data networks 4
anite
annual report and accounts 2009 chairman’s statement
section a
overview
“i am pleased to report a good set of results for the year
these were achieved against the background of a
global recession and the changes we made to the
business during 20082009”
clay brendish
chairman
introduction
i am pleased to report a good set of results for the year these were
achieved against the background of a global recession and the
changes we made to the business during 20082009 the sale of
our public sector division in october 2008 was the latest and most
signiﬁcant step in our strategy of transforming the company into
a more tightlyfocused software business
we now operate two divisions our wireless business is a global
leader in both handset and air interface testing and is ﬁrmly
positioned at the heart of our company our travel business is
the market leader for travel technology solutions in the uk and
northern europe both operations have a strong international
presence and the company now derives 72 2008 67 of
revenues from international markets wireless 95 2008 92
travel 30 2008 19
further details of the company’s performance are in the chief
executive’s review on page 6 and the ﬁnancial review on page 11
acquisitions and disposals
the sale of public sector for a gross consideration of £568m net
proceeds £448m resulted in a net proﬁt on the disposal of £276m
since 2004 the company has raised £906m by disposing of
11businesses and has invested £654m in acquiring two businesses
the disposal programme has enabled us to sharpen the focus of
the company further and to return value to shareholders while
making selective acquisitions to strengthen our position in our
chosen markets
strategy
our strategy is to position anite as a global leader in wireless test
software the disposal of public sector was a major step in our
strategy of transforming anite into a more focused company and
of improving its longterm prospects for growth higher margins
and greater international exposure the board believes that wireless
is a longterm growth market which has high barriers to entry
and limited competition in those areas in which anite operates
this makes it possible to achieve good margins and to add value
by making selective acquisitions in travel following the various
oneoff customer changes over the past year and the strengthening
of the management team the board believes the best strategy
is to optimise the business’s longterm value by continuing to
strengthen and improve its market position
in the board’s view these factors together with operational success
tempered by a reduction in the predictability and visibility of earnings
should ultimately improve the rating of anite’s shares
results
adjusted revenue from continuing operations was £901m 2008
£916m adjusted operating proﬁt was £200m 2008 £187m
and the adjusted operating margin was 222 2008 204
the adjusted operating proﬁt is stated before disposed businesses
sharebased payments charge amortisation of acquired intangible
assets and restructuring costs
revenue and proﬁt beneﬁted from a £23m early settlement of part
of our contract with mytravel proﬁtability was however affected
by a oneoff £08m increase in legacy nonoperating property costs
the effect of currency movements during the year was to improve
revenue by £7 5m and operating proﬁt by £39m based on this year’s
result at last year’s average exchange rates net amortisation of
research and development costs rd in the year reduced proﬁts
by £10m 2008 £nil
adjusted proﬁt before tax from continuing operations was £181m
2008 £167m after net ﬁnance charges of £19m 2008 £20m
giving basic earnings per share after tax of 44p 2008 33p
proﬁt for the year including proﬁt from discontinued operations of
£314m 2008 £65m was £363m 2008 £132mthis gives basic
earnings per share of 113p2008 38p
dividend and share buyback
the board has declared a ﬁnal dividend of 065p per share
2008 06p making a total dividend for the year of 095p per share
2008 0875p this dividend will be payable on 20 october 2009
to shareholders on the register at 18september 2009
following the disposal of public sector the board returned £99m
in cash to shareholders in february 2009 by means of the payment
of a special dividend of 30p per ordinary share this was combined
with an eight for nine share consolidation that reduced the number
of shares in issue to 2986 million 2008 3380 million the board
has also committed to continuing a share buyback programme worth
up to £100m subject to market conditions l wireless £117m l travel £85m l wireless £140m l travel £95m
2009
total £235m
2008
total £202m
5
anite
annual report and accounts 2009
section a
overview
balance sheet and cash
anite has a strong balance sheet ﬁnancial ﬂexibility and good
cash resources
net cash of £273m 2008 net debt £15 4m at the year end
included the net cash proceeds of £455m from the disposal of anite
public sector enabling us to reduce our term loan by £250m the
£99m cost of the special dividend and an £89m part settlement of
a currency swap
given the current macroeconomic conditions the board believes
it prudent to retain a strong cash balance in addition in order
to provide the ﬁnancial ﬂexibility to enable us to consider
acquisitions we retain total bank facilities of £450m of which
£250m remains undrawn
the board management and people
during the year a number of board and senior management changes
reﬂected the continuing development of the company christopher
humphrey the group’s finance director since 2003 was appointed
chief executive on 1january 2009 he replaced steve rowley who
had been chief executive since 2003
steve led anite’s transformation from a troubled and fragmented
it services’ company to a focused international software company
culminating in the sale of public sector and the return of signiﬁcant
shareholder value we thank him for his major contribution to the
company and wish him well in his new role at torex
the board is making progress with the recruitment of a new group
finance director and will announce an appointment as soon as
possible
nigel clifford chief executive at symbian limited a subsidiary of
nokia was appointed as a nonexecutive director on 1april 2009
nigel’s global experience and knowledge in the mobile handset and
wireless operator industries will be invaluable as we continue to
progress our wireless strategy peter bertram a nonexecutive
director since 2004 has decided to step down from the board during
the current year once a new finance director has been appointed
he is chairman or a nonexecutive director of a number of listed
companies and has made a valuable contribution as chairman of
the audit committee the board intends to appoint another
nonexecutive director in the near future
during the year we also made a number of important senior
management changes in our wireless and travel businesses to
strengthen the teams in place and to take anite through the
next phases of its development
on behalf of the directors i thank all our staff for their hard work
and support during such an important year
summary
we expect proﬁts for 20092010 as a whole to be lower than in
20082009 this will be more marked in the ﬁrst half as a result of
the rebasing of our travel business and an increased customerled
oneoff investment in lte 4g
we now have the strategy and the team in place to take us into the
next phase of our transformation we also have the ﬁnancial platform
and market positions from which to consolidate invest and develop
our two strong businesses in these challenging economic times
clay brendish
chairman
30 june 2009
l wireless £604m l travel £312m l wireless £590m l travel £311m
2009
total £901m
2008
total £916m
revenue by division adjusted operating proﬁt by division 6
anite
annual report and accounts 2009 chief executive’s review
section b
review
overview of the year
in my ﬁrst review as chief executive i am delighted to be able to
report that anite is in a robust condition in what was an extremely
challenging economic environment our wireless and travel divisions
both performed well in the year while the sale of our public sector
division was a further demonstration of our commitment to
refocusing our business
the divisional results were achieved despite the ongoing
consolidation among our customers in the travel industry and the
long development phase of 4g – the nextgeneration mobile phone
technology – having an impact on our revenue in addition the sale
of our public sector division enabled us to reduce our bank
borrowings to focus our resources on our core businesses and to
pay a special dividend to our shareholders as a result of the sale the
group now employs fewer people and has lower sales but margins
and proﬁts are higher than they were ﬁve years ago and our balance
sheet is much stronger
our revenue and operating proﬁt beneﬁted from signiﬁcant currency
movements during the year volatility which directly resulted from the
global economic crisis currency and interest changes also however
had an impact on the value of the company’s investments and
hedging liabilities in short the sterling value of our underlying
eurodenominated asset – represented by our network testing
business – increased but was matched by a rise in the total value of
our derivative ﬁnancial liabilities taken out at the time of its purchase
delivering shareholder value continues to be imperative during the
year we returned cash to shareholders through a special dividend
increased the ordinary dividend cancelled shares through a share
consolidation and began buying back shares
our markets
anite is structured into two marketfacing divisions wireless and
travel wireless is further structured into two operations handset
testing and network testing handset testing provides specialist
systems and software to enable mobile phone manufacturers to
bring new handsets and data cards to market quickly network testing
provides a range of systems which enable mobile phone operators
to test the efﬁciency and effectiveness of their networks as well as
of different makes of handset in live situations travel provides
industryleading reservation systems to tour operators airline
consolidators and cruise ferry and rail companies
wireless
handset testing
our handset testing business based in fleet hampshire provides
customers with a single expandable platform to test new handsets’
viability conformance with industry standards and ability to
interoperate with multiple networks and other devices
the main drivers of growth in handset testing are the constant
changes and improvements in mobile phone technology and the
number of new handset models which are launched each year
these combined with the different conﬁgurations used by network
operators mean that before mobile phones are ready to be sold they
must go through development testing to ensure functionality
conformance testing to ensure they meet industry standards and
interoperability testing iot to ensure they are able to communicate
with multiple networks and other devices older technologies do not
become redundant when new generations are introduced and any
new testing regime must also incorporate the means to test them
our strongest market has historically been in conformance testing
but we have recently strengthened our position in iot and are
working with our hardware partner agilent on the development of
our new system for 4g lte testing our initial system which has
secured early market position with key lte customers will be
replaced by an agilent hardwarebased system in due course
full functionality will be progressively introduced during 2009
and enhanced during 2010 in common with all our competitors
the very nature of this leadingedge development programme
means that risks remain around the timing and delivery of the
completed products
performance
we achieved a growth in proﬁts this year despite a minor decline in
revenue from legacy products and an increase in development costs
for our 4g testing solutions since a large proportion of handset
testing’s revenue is in us dollars and euros – while the majority of its
cost base is in sterling – the business beneﬁted from the appreciation
of the us dollar and the euro against sterling
during the year we made good progress in the development of
our software for testing 4g devices and are already supplying key
customers with our own initial systems we also restructured the
business new management and sales executives have resulted in the
business becoming more market facing and we have now established
regional directors in each major geographic area europe and the
middle east asia and the americas
“we continue to execute our strategy and i am confident
that the work we will undertake during the current financial
year will help us to build foundations for future growth
to ride out the prevailing economic storm and to deliver
shareholder value”
christopher humphrey
chief executive 7
anite
annual report and accounts 2009
section b
review
our wireless
customers include
lte long term evolution
the introduction of nextgeneration devices such as smart
phones and data dongles has created a rapidly increasing demand
for data services it is predicted that over the next ﬁve years mobile
data trafﬁc will increase 100fold network operators face a limit
on how much trafﬁc existing networks can support yet competition
from wifi hotspots and wired broadband limits their ability to
charge for data transmission at rates comparable to those for voice
calls this clearly represents a longterm threat to their proﬁtability
as a result the network operators are constantly seeking faster
more efﬁcient and cheaper ways to deliver data
by the end of 2007  it was clear that 4g lte long term evolution
had gained wide acceptance as the most effective and universal
technology to deliver the high data capacity that is needed
lte enables network operators to support more subscribers on
their spectrum allocations at a reduced cost per bit to date
31 major operators around the globe including industry giants
att verizon and vodafone have committed to lte for their
4g networks from 2010
anite has backed lte since its inception and continues to invest
strongly in products to support its introduction working with key
mobile equipment manufacturers our initial lte testing solution is
already being used to test around ten devices we expect to be able
to supply our customers with our proprietary testing system during
the current ﬁnancial year and for lte to begin to make a signiﬁcant
impact on our revenue during 20102011
trafﬁc volume network cost
existing technologies
revenue
proﬁtability
network cost
lte
time
data dominated voice dominated
the case for lte
network operators
require low costbit
technologies to
remain profitable 8
anite
annual report and accounts 2009 chief executive’s review
section b
review
we also strengthened the handset testing management team with
a number of senior appointments including mike bonin formerly
managing director of tems the network testing division of ericsson
as managing director
strategy
our objective is to complete our basic products for testing 4g
devices and to supply customers with a common platform which has
been customised to their particular needs for development testing
conformance testing and interoperability testing
outlook
the current year will be affected by the continuing cyclical lull
between testing different generations of handsets and by a oneoff
customerled additional £4m investment that we are making in our
lte solutions following the strong takeup of smart phones and the
consequent growth of data revenues there is undoubtedly a very
strong case for lte rather than any other technology and by the end
of the current ﬁnancial year we expect to have made further
signiﬁcant progress in the development of our offer and to have
generated additional revenues from lte in the ﬁnal quarter
it is currently not possible to predict the rate of growth and
customers’ takeup of nextgeneration devices but we are conﬁdent
that our proprietary testing equipment will be in demand while we
do not expect to see a signiﬁcant return on our investment in the
technology until 2010201 1it will ultimately broaden our market and
will conﬁrm our position as one of the leaders in testing 4g devices
network testing
our network testing business nemo based in oulu finland provides
the measurement tools to enable mobile network operators to verify
test and improve coverage and quality to test the effect of new services
on existing networks and to compare the performance of different
manufacturers’ mobile phones in the same environments to enable
mobile network operators to choose the best handsets to endorse
performance
in a challenging market we deﬁed the general trend and improved
our market position and proﬁtability by winning new customers
the introduction of 3g in china brought new business and we also
increased our market share elsewhere in asia and in other emerging
markets nevertheless following the general decline in economic
conditions the second half of the year was characterised by
customers reducing their operating budgets and making shortterm
deferrals of expenditure
we ﬁnished the year with an increase in proﬁts which as elsewhere in
anite’s business was helped by the translation of eurodenominated
proﬁts into sterling
strategy
we focus on winning and retaining customers by being ﬁrst with
new technology by providing excellent aftersales service and
technical support and by maintaining strong relationships direct
with customers or through local distributors on three continents
outlook
in the short term we predict that the visibility of sales and
customers’ budgets will become more uncertain and this combined
with the recent trend of a weakening euro is likely to result in the
current ﬁnancial year being more challenging than that of 20082009
in the longer term we expect growth to continue in developing
countries particularly in the emerging markets of africa india and
latin america
in common with handset testing each evolution of technology
creates a demand for new testing and as mobile phone use
expands around the world and technology continues to develop the
longerterm prospects for our network testing business are positive
travel
our travel division based in slough berkshire is a leading supplier
of reservation content management and customer relationship
management crm software for holiday companies airline
consolidators and packaged holiday operators
performance
we continued to make good progress in our relationship with tui
germany now europe’s leading travel group during the year we are
putting into live operation the second phase of our contract with the
company – implementing comres reservations software across
its operations in central europe – and have recently been contracted
by tui to build the third phase in addition since the year end we
have signed an initial contract for comres with rewe germany’s
thirdlargest tour operator
signiﬁcant projects in this business tend to come in uneven
blocks and our results for the year should be viewed against the
exceptionally high value multiyear orders taken in the previous year
revenue and proﬁt in 20082009 were better than expected but
were inﬂuenced by a number of oneoff events balkan holidays has successfully completed its
migration to anite’s comres booking platform
“we believe the system offers us the ﬂexibility to
further grow our business in the challenging and
changing market that faces us the transactional
cost structure of anite’s com bureau service also
allows us to accurately manage costs and relate
them to our actual business volumes”
9
anite
annual report and accounts 2009
section b
review
comres
anite’s browserbased comres software is redeﬁning
technology for the travel market and supporting two
key developments
first the change in the way people take and book their holidays
which means that travel operators need a technology platform
which can offer both the traditional package holidays and support
the trend towards bespoke short breaks
as a result travel companies are demanding an increasingly
sophisticated technology platform which can deliver personalised
offers with relevant upsell and crosssell capabilities consistently
delivered across a range of their distribution channels including
travel agents call centres and increasingly the internet
many consumers now use the internet to seek a wide range
of offers comparing prices and creating their own holidays
online these changes have placed increasing pressure on travel
operators’ margins which in turn has led to recent
consolidation across the industry
now the combination of the economic downturn and high
fuel costs is encouraging holidaymakers to return to the
security of holidays organised by the major atol
licensed holiday brands this supports anite’s strategy of
positioning comres for the mid to upper tier of global
travel companies
second the major verticallyintegrated groups vigs
who own their own ﬂights accommodation and
distribution need to reduce costs by streamlining their
endtoend process from product contracting through to
distribution anite has invested heavily in this area in the
last 12months tightly integrating comres with its
mobile contracting mcs and brochure pricing bps
solutions this combination of technology is increasingly
supporting the business case for change in these vigs
tui travel plc’s central european source
market is undertaking a threeyear
migration programme onto the anite
travel comres platform it is being
implemented in three phases for a
number of countries including germany
switzerland and austria
reservations
crm
content management
finance
com ebusiness suite
com ebusiness suite
procurement
scheduled flight net deals
price modelling
contracting
distribution
web services inhouse
web
supplier gateway
gds • lcc accommodation
ferry  train
miscellaneous
credit card authorisation
resort management
comres
we believe we have secured a marketleading position in
terms of functionality performance and scalability allowing
lower cost mainstream technology hardware and power to
be deployed while enabling access to computer resources over
the internet cloud computing and charging for software on a
usage basis saas this has been borne out by our system’s
enthusiastic takeup by leading travel operators including
europe’s largest travel group tui
we continue to design reﬁnements to the software and in looking
at travel as part of a larger leisure market are considering what
other types of transactional based opportunities might beneﬁt
from our technology and its ﬂexibility “i expect the current trading year to be challenging
particularly in the first half given the impact of our additional
investment in lte and the effect of customer changes in
travel the longerterm outlook for our new travel system
and its international market and for the growing adoption
of lte technology is however very positive”
christopher humphrey
chief executive
10
anite
annual report and accounts 2009 chief executive’s review
section b
review
the economic climate put pressure on end consumers’ disposable
incomes with the result that travel operators were also under
pressure in september 2008 our customer xl which had been
the uk’s thirdlargest tour operator went into administration
in 2007 major consolidation took place in the uk when thomson
tui and first choice merged and thomas cook acquired mytravel
tui achieved synergies by bringing thomson and first choice
together and moving them onto the reservations system which was
already in use at thomson and thomas cook moved the mytravel
business to the thomas cook system since first choice and mytravel
were both our customers these changes had an impact on our results
the termination of the mytravel contract added £23m to proﬁt but
the loss of the two companies as clients will affect future revenues
since 2004 the travel business unit had supplied managed it services
to norwich union nu for one of its ﬁnancial services products this
was noncore business for us which had grown from a small initial
contract at the end of the ﬁnancial year nu moved this product
platform to another ﬁnancial services provider this too will reduce
revenue and proﬁt in 20092010
we reenergised our travel business when we strengthened its
management team during the year and appointed mike kingswood
formerly managing director of our public sector business
as managing director this has not only improved leadership
but has also revitalised the division’s strategic direction
strategy
over the past three years we have invested heavily in comres
our comprehensive and versatile browserbased reservations system
our objective is to capitalise on its ability to handle ﬁxed and ﬂexible
packaging componentbased travel dynamic packaging and all
specialist operations from a single system to enable us to continue
our overseas expansion in the short term we foresee our growth
as being in germany and central and eastern europe we already
operate a sales ofﬁce in cologne germany and are strengthening
our resources in that country
in addition we plan to migrate customers who use our legacy atop
system to comres and also to change our revenue model to one
in which we license the system to customers on an annual basis this
will have beneﬁts on both sides it will reduce the initial capital cost
for customers and will augment our recurring revenue in the future
outlook
business failures and consolidation are undoubtedly putting the travel
industry under pressure on a proforma basis we estimate that the
effect of the oneoff customer events detailed above has reduced
travel’s revenues by £11mand operating proﬁts by £6m on an
annualised basis we aim partly to mitigate this reduction through
new business and the migration of existing customers from atop
to comres
in the medium term we are conﬁdent that we will be able to
accelerate the installation rate of our increasingly conﬁgurable
and featurerich comres product at customers in the uk and
overseas it is scalable and robust and we have a proven reputation
for developing and installing software that works we believe that
customers’ increasing conﬁdence in our comres software will
enable us to maximise the shareholder value that is inherent in
this product
group strategy
our longerterm strategy is unchanged – to put wireless at the heart
of our business – but we are currently committed to operating two
successful divisions wireless and travel we will continue to look at
world markets for the organic growth of both businesses to improve
margins and to maintain strong operational cash ﬂow
equally we will continue to invest in the development of our market
leading software and will take advantage of our strong balance sheet
and ﬁnancial position to invest in carefullyconsidered complementary
acquisitions particularly in the network testing market
group outlook
i expect the current trading year to be challenging particularly in the
ﬁrst half given the impact of our additional investment in lte and the
effect of customer changes in travel the longerterm outlook for our
new travel system and its international market and for the growing
adoption of lte technology is however very positive
we continue to execute our strategy and i am conﬁdent that the work
we will undertake during the current ﬁnancial year will help us to
build foundations for future growth to ride out the prevailing
economic storm and to deliver shareholder value
christopher humphrey
chief executive
30 june 2009 the group continued to progress its strategy
to improve the quality of its earnings
the disposal of its public sector business provided the
funds to reduce its borrowings to pay a special dividend
to shareholders and to focus on its core wireless and
travel businesses
11
anite
annual report and accounts 2009
section b
review financial review
overview
we reported good underlying margins in our businesses strong cash generation and a reduction in debt the group disposed of its public sector
business in october 2008 for a total consideration of £568m in cash including additional consideration from a ﬁnal working capital
adjustment of £25m generating a proﬁt on disposal of £276m after costs as a result the group reduced its bank borrowings term loan by
£25m returned £99m to shareholders by way of a special dividend and share consolidation and partsettled a crosscurrency swap for £89m
further details of which are shown below
the adjusted results for the continuing operations excluding disposed businesses amortisation of acquired intangible assets sharebased
payments and restructuring costs were as follows
 revenue fell by 16 to £901m 2008 £916m
 operating proﬁt increased by 7 to £200m 2008 £187m beneﬁting from the oneoff mytravel contract settlement in travel
strong cost control and the general weakness of sterling in the period
 proﬁt before taxation improved by 84 to £181m 2008 £167m
currency effect
during the year there were signiﬁcant movements in foreign currency exchange rates the average rate for the us dollar strengthened 164
against sterling from £1  us201 to £1  us168 and the average rate of the euro strengthened by 150 from £1  €140 to €119 both of
which had a favourable transactional effect on our trading results the effect of these changes was to improve revenue by £75m and operating
proﬁt by £39m on a constant currency basis also on a constant currency basis revenues were £826m and operating proﬁts were £161m
the impact on divisional results is shown in the divisional overviews below in the current ﬁnancial year we have budgeted using the following
average exchange rate £1  us150 and £1  €115
group kpis
the group uses a variety of key performance indicators kpis across its various businesses as well as at group level the most important of
these for the adjusted results
1
at group level for continuing operations are
group kpis 2009 2008 2007
order intake £m oon 1018 1125
revenue £m qhi 916 922
adjusted operating proﬁt
1
 £m note 23 jhh 187 225
operating margin  jjj 204 244
ebitda £m jmp 247 277
free cash
2
 £m iqh 160 68
rd pl expense £m note 25 ihp 127 101
rd total spend
3
 £m qp 127 116
headcount closing lqj 520 546
1 continuing operations before disposed businesses sharebased payments amortisation of acquired intangible assets and restructuring costs
2 free cash represents net cash generated from operating activities less capital expenditure and capitalised development costs
3 rd total spend is the total development cost before the effect of capitalisationamortisation net amortisation of research and development costs rd reduced proﬁt in the year
by £10 million 2008 nil
divisional overview
the two remaining operating divisions both improved their proﬁtability during the year with travel beneﬁting from a oneoff settlement of the
mytravel contract and wireless from the weakness in sterling 12
anite
annual report and accounts 2009 financial review
section b
review
wireless
anite provides specialist test systems and software which enable manufacturers of mobile phones to bring their new products to market
quickly and mobile operators to optimise their networks
wireless kpis – based on adjusted results
1
2009 2008 2007
orders £m mko 610 684
revenue £m mqh 604 647
adjusted operating proﬁt
1
 £m i lh 117 185
operating margin
2
 jko 194 286
ebitda £m ipl 179 241
rd pl expense £m ihp 122 96
rd total spend
3
 £m qp 122 111
headcount closing jnq 265 283
1 continuing operations before disposed businesses sharebased payments amortisation of acquired intangible assets and restructuring costs
2 operating margin represents adjusted operating proﬁt divided by revenue
3 rd total spend is the total development cost before the effect of capitalisationamortisation
overall wireless orders were down 120 in the year reﬂecting an anticipated reduction resulting from weaker market conditions in the
wireless market in addition a number of threeyear maintenance contracts totalling £64m which were won in 20072008 were not repeated
this year revenues were marginally down by 23 although operating proﬁts helped by the weaker pound were up 197 
the effect of capitalisation of rd under ias 38 had the effect of reducing proﬁts by £10m net amortisation compared with the previous
year in which net capitalised rd had no net effect
the currency effect of exchange rate ﬂuctuations in the us dollar had the effect of improving overall wireless revenues by £67m and operating
proﬁts by £33m on a constant currency basis
handset testing
in handset testing as anticipated fewer new system sales were achieved as customers generally now have sufﬁcient 2g and 3g testing
capability but maintenance revenues with existing customers remained robust the consolidation among chip set manufacturers reduced the
scale of that customer base which is being replaced in part by manufacturers of new smart devices there was a recovery in sales in north
america but european and asian performance was weaker
to mitigate the impact of these trends on proﬁtability while at the same time taking our partnership with agilent technologies into
consideration we made a number of changes to the business to increase focus and reduce costs
network testing nemo
in network testing technology upgrades and a growing amount of business coming from emerging markets contributed to revenue growth as
did the effect of us€ exchange rates in mature markets the launch and takeup by consumers of new smart devices that use more data is
resulting in operators needing to upgrade their infrastructure
the network testing market continues to be extremely competitive and order book visibility is generally very short but the business has
excellent products – on which investment continues – and improved routes to market overall nemo’s market position has improved during
the year and we believe we can increase our network test presence further both organically and through acquisition
order intake £m
09
08
537
610
07 684
revenue £m
09
08
590
604
07 647
operating margin 
09
08
237
194
07 286
adjusted operating proﬁt £m
09
08
140
117
07 185
wireless 13
anite
annual report and accounts 2009
section b
review
travel
anite is the leading provider of travel technology solutions for tour operators lowcost airlines ferry and holiday park operators in the uk and
europe customers can choose to license our products with applications support then either host the systems themselves or – as many do –
take advantage of our feebased service which provides hosting and 247 system availability from our secure data centre customer
relationships are long term and contracts typically operate over 37 years
travel kpis – based on adjusted results
1
2009 2008 2007
orders £m jkq 408 441
revenue £m kii 312 275
adjusted operating proﬁt
1
 £m qm 85 64
operating margin
2
  khm 272 233
ebitda £m ihl 88 66
rd pl expense and total spend £m – 05 05
headcount closing iql 218 222
1 continuing operations before disposed businesses and sharebased payments
2 operating margin represents adjusted operating proﬁt divided by revenue
the travel division performed reasonably well in the year beneﬁting from some oneoff revenue and proﬁt and a good underlying performance
during the year part of the mytravel thomas cook contract was settled early resulting in a oneoff £23m beneﬁt to revenue and proﬁt
but against this there were some management restructuring costs in the second half year excluding these but including a very small bad debt
as a result of xl leisure going into administration divisional operating proﬁt was approximately 14 down compared with the same period
last year with revenue 77down the reduction in ongoing work from mytravel and the loss of work from xl leisure had an impact on our
proﬁtability this was however improved by the strength of the euro which increased overall revenue by £08m and proﬁts by £06m the
divisional order intake was reduced by some £17mas a result of the xl leisure administration and is down compared with the previous year’s
record order intake the total order book at the year end stood at £432m 2008 £504m
as anticipated the managed services contract with norwich union has not been renewed as a result of a change in its business strategy
five new contracts including three international customers were signed during the period for comres our marketleading solution for
tour operators continued good progress was achieved on our large contract with tui germany delivery of phase two of the contract has been
completed and a series of brands went “live” as planned in june 2009 an additional order for phase three was also taken in may 2009 we still
have a longterm relationship with mytravel despite the early settlement of part of the original contract including a commitment to provide
a modiﬁed service for a minimum of ﬁve years
during the period under review comres revenues exceeded atop revenues for the ﬁrst time there continues to be good interest in and a
strong international order pipeline for comres set against a difﬁcult trading background for the sector and tough comparatives customers’
investment in their reservation systems is being driven by the need to reduce costs and to take advantage of opportunities provided by the
internet while the number of holiday transactions has a minor direct impact on our revenues
good progress with tui central europe and other customers has resulted in 30 2008 19of our revenue now being derived from
international customers this is expected to rise in the future we see further opportunities within the tui group and the german market
as a whole
although overall travel proﬁtability will be reduced next year by the oneoff customer issues referred to above its underlying performance
is stable and its prospects are good
order intake £m
09
08
239
408
07 441
revenue £m
09
08
311
312
07 275
operating margin 
09
08
305
272
07 233
adjusted operating proﬁt £m
09
08
95
85
07 64
travel 14
anite
annual report and accounts 2009 financial review
section b
review
group results continuing operations
the reconciliation of adjusted operating proﬁt to proﬁt before tax from continuing operations is as follows
2009 2008
£m £m
adjusted operating proﬁt
1
jhh 187
disposed businesses – 02
sharebased payments charge ip 20
restructuring costs see note 24 lp 33
amortisation of acquired intangible assets lh 34
operating proﬁt from continuing operations ql 102
other gains and losses
2
ii 01
finance income ij 29
finance charges ki 36
proﬁt before tax from continuing operations nl 94
1 before sharebased payments amortisation of acquired intangible assets and restructuring costs
2 ineffectiveness of the net investment hedge of £11m 2008 £43000 and loss on disposal of disposed businesses £nil 2008 £65000
group results adjusted ebitda excluding disposed businesses
the reconciliation of adjusted operating proﬁt to adjusted ebitda for continuing business is as follows
2009 2008
£m £m
adjusted operating proﬁt jhh 187
depreciation kj 39
amortisation jn 21
ebitda jmp 247
divisional results
3
2009 2008
adjusted adjusted
revenue
1
proﬁt
1
adjustments
2
proﬁt
3
revenue
1
proﬁt
1
adjustments
2
proﬁt
3
£m £m £m £m £m £m £m £m
wireless – handset koo oi hn nm 416 62 40 22
wireless – networks jik nq km kl 188 55 32 23
total wireless mqh ilh li qq 604 117 72 45
travel kii qm hk qj 312 85 03 82
total operations qhi jkm ll iqi 916 202 75 127
unallocated corporate costs jo ik lh 16 12 28
surplus properties hp lq mo 01 – 01
operating proﬁt jhh ihn ql 187 87 100
net ﬁnance charges iq – iq 20 13 07
other gains and losses – ii ii –– –
proﬁt before tax ipi iio nl 167 74 93
basic eps llp jqp imp 33p 14p 19p
1 continuing operations excluding disposed businesses before adjustments
2 adjustments – sharebased payments sbp amortisation of acquired intangible assets aaia restructuring costs other gains and losses and exchange gain on translation of
nemo escrow account
3 continuing operations excluding disposed businesses 15
anite
annual report and accounts 2009
section b
review
orders
orders for continuing businesses excluding disposed businesses decreased by 238 and are analysed by division below
2009 2008
order intake order intake
as a  as a 
order intake revenue of revenue order intake revenue of revenue
£m £m  £m £m 
wireless mko mqh qi 610 604 101
travel jkq kii oo 408 312 131
total oon qhi pn 1018 916 111
revenue
revenue for continuing businesses excluding disposed businesses decreased by 16 to £901m and is analysed by type in the table below
one of the group’s ﬁnancial objectives is to improve the quality of its earnings by increasing the proportion of revenue that comes from
recurring business such as managed services and software maintenance both of which are longer term in nature together with the revenue
from sales of its own software licences
revenue analysis
wireless travel total
2009 2008 2009 2008 2009 2008
£m £m £m £m £m £m
managed services – – ihi 102 ihi 102
software maintenance inq 161 lm 45 jil 206
inq 161 iln 147 kim 308
software licences jqm 314 im 07 kih 321
subtotal lnl 475 ini 154 njm 629
 of total opn 786 mip 494 nql 687
bespoke and si – – qh 100 qh 100
third party ijn 129 ko 58 ink 187
other – contract settlement – – jk – jk –
total mqh 604 kii 312 qhi 916
 settlement of the mytravel contract
overhead costs
group overhead costs excluding research and development amortisation sharebased payments and restructuring costs reduced from
£347m to £334m note 25 in the year restructuring costs included a £49m provision required for our slough property which is now more
than 50 empty following the disposal of public sector we are actively marketing the empty ﬂoor to try to mitigate our costs although this
is likely to be challenging in the current economic climate
divisional performances are stated before unallocated corporate costs which include head ofﬁce staff costs directors’ remuneration
professional and ofﬁce costs and nonoperational costs during the period unallocated corporate costs totalled £27m 2008 £16m and
included higher professional fees and increased bonus provisions nil in 2008 unallocated sharebased payments totalled £13m 2008
£12m following the disposal of public sector central staff numbers including shared services such as it and hr reduced from 37 to 29
during the year we paid £26m to exit an onerous property lease within our legacy portfolio and our overall nonoperational property costs
increased to £08m 2008 net surplus £01m we continue to manage an orderly and lowrisk rundown of this portfolio which comprises
properties previously occupied by group businesses we take the opportunity to exit from nonoperational property leases where economically
advantageous to do so although it creates ﬂuctuations in our costs and cash ﬂows from time to time 16
anite
annual report and accounts 2009 financial review
section b
review
development costs
development spending by division during the year was as follows
2009 2008
capitalised development costs capitalised development costs
pl gross amortisation net total spend pl gross amortisation net total spend
£m £m £m £m £m £m £m £m £m £m
wireless ihp hq iq ih qp 122 23 23 – 122
travel –– ––– 05 –– – 05
total ihp hq iq ih qp 127 23 23 – 127
total development spending excluding the effect of capitalisationamortisation reduced in the year to £98m 2008 £127m £108m 2008
£127m was expensed in the year including net amortisation of £10m 2008 nil the amount of capitalised development costs which are
principally in respect of test cases declined in the year to £09m 2008 £23m development spending is wholly focused on the wireless
division in which there will be increased investment in lte 4g in the coming year
group ﬁnance costs
net ﬁnance costs note 5 were £19m 2008 £07m – included a oneoff exchange gain of £13m on the translation of the escrow account
euro denominated held for the nemo earnout the group used interest rate swaps to manage its exposure to interest rate movements on
bank borrowings incurred at the time of the acquisition of nemo as a result of this and of the crosscurrency swap taken out at the same time
the group has an effective ﬁxed rate of borrowing on its term loan and swap against which ﬂoating rate libor sterling and euribor euro
interest rates are received full details are set out in note 22 of the ﬁnancial statements
taxation
the tax rate for the continuing operations for the year was 227 2008 289 the charge for the year amounted to £14m 2008 £27m
the cash payment for the year amounted to £34m 2008 £39m the tax rate decreased in the year as a result of adjustments to the
provisions made for deferred tax in prior years as wireless continues to widen its geographic spread of proﬁts in higher tax regimes
the group tax rate is expected to show some volatility as the proﬁt mix between hightax and lowtax locations changes from year to year
shareholder returns and dividends
 adjusted basic earnings per share was 44p 2008 33p
 the company returned £99m to its shareholders through a special dividend and share consolidation of 30p per share following
the disposal of public sector
 the board has proposed a ﬁnal dividend of 065p per share 2008 06p making a total for the year of 095p 2008 0875p –
covered 46 times by adjusted earnings
 retained earnings attributable to equity holders were £363m 2008 £132m for the year
at 30 april 2009 the number of shares in issue had decreased by 3943m to 29861m from 33804m at 30 april 2008 in total 3733m shares
were cancelled as part of the share consolidation in february 2009 256m shares were bought back and cancelled at an average price of 258p
per share and for a total cost of £07m 046m new shares were issued to settle saye and grantaward maturities the weighted average
number of shares in issue used to calculate basic earnings per share was 3217m 2008 34453m this does not include the dilutive effect
of share option and grantaward schemes
disposals
on 31 october the group disposed of its public sector business for a gross consideration of £568m including ﬁnal working capital adjustment
of £25m and £448m net of costs £37m and cash disposed £83m this generated a proﬁt on disposal of £276m
derivative ﬁnancial liabilities
when anite purchased nemo in november 2006 it entered into a number of swaps designed to hedge against movements in interest and
foreign exchange rates and to protect the value of both the investment and reserves of the group as a result of signiﬁcant movements in
interest rates and £€ exchange rates since that date the sterling value of the underlying eurodenominated assets has increased but has been
matched by a rise in the value of the derivative ﬁnancial liabilities the latter has risen to a total liability of £245m at 30 april 2009 after
having paid £89m in april 2009 to settle one of the crosscurrency swaps
the group continues to have a fully effective hedge against the net investment in nemo with all effective foreign exchange movements being
taken directly to reserves the maturity date of all derivative instruments is 31 october 2011 and the value of any ﬁnal settlement will be
dependent on the interest rates and exchange rates at that time 17
anite
annual report and accounts 2009
section b
review
cash management
the group achieved strong cash conversion from operating proﬁts during the year with the beneﬁt of the cash proceeds from the public sector
disposal the key movements in the year were as follows
 net proceeds from disposals – £455m 2008 £7 9m
 tax paid – £34m 2008 £39m
 capital expenditure – £37m 2008 £39m
 shares bought back for cancellation – £07m 2008 £7 5m
 shares bought for employee trust – £02m 2008 £43m
 dividends paid – £30m 2008 £37m
 special dividend paid of 30p per share – £99m 2008 nil
 earnout paid for invenova and nemo acquisitions – £nil 2008 £23m
 part repayment of crosscurrency swap – £89m 2008 £04m
 term loan repayment – voluntary repayment £250m 2008 scheduled repayment £50m
balance sheet and cash
the group had a net cash position on 30 april 2009 of £273m 2008 net debt £154mthis includes the cash consideration of £568m from
the sale of anite public sector in october 2008 the company used some of the proceeds to repay £25m of its term loan reducing it to £20m
gearing was nil  2008 247
analysis of net cashdebt
2009 2008
£m £m
cash and cash equivalents loj 294
bank borrowings jhh  450
unamortised issue costs hi 02
net cashdebt jok 154
following the disposal of public sector and because of its strong cash position the group reviewed its other facilities and as a result the
syndicated revolving facility was reduced to £20m 2008 £40m and the net overdraft facility reduced to £5m 2008 £10m both of these
facilities which we believe are appropriate for our expected future requirements remained undrawn at the 30 april 2009
christopher humphrey
chief executive
30 june 2009 18
anite
annual report and accounts 2009 directors and advisers
section c
management and governance
1 clay brendish cbe
†
nonexecutive chairman
clay 62 was appointed as nonexecutive chairman in october 2005
prior to his retirement in may 2001 he was executive deputy chairman
of cmg now part of logica having joined the board when it acquired
admiral plc the software services company he cofounded in 1979
clay is also nonexecutive chairman of echo research limited and
close beacon investment fund he is a trustee of economist
newspapers limited and the foundation for liver research and
director of the test and itchen association limited clay’s other
nonexecutive directorships are of british telecommunications plc
and herald investmenttrust plc
2 christopher humphrey

chief executive
christopher 52 joined the board in february 2003 as group finance
director and was appointed chief executive of the company on
31 december 2008 he has held senior positions in ﬁnance at
conoco eurotherm international plc and critchley group plc
3 peter bertram
†
senior independent nonexecutive director
chairman of the audit committee
peter 55 joined the board on 1 june 2004 he is currently chairman
of phoenix it group plc and alphameric plc and a nonexecutive
director of microgen plc formerly he was nonexecutive chairman
of attentiv systems group plc until may 2005 and was chief
executive ofﬁcer of azlan group plc a position he held for ﬁve years
peter is a fellow of the institute of chartered accountants in
england and wales
12 3
from left clay brendish christopher humphrey peter bertram david hurstbrown nigel clifford john sadler 19
anite
annual report and accounts 2009
section c
management and governance
4 david hurstbrown
†
nonexecutive director
chairman of the remuneration and nomination committees
david 60 joined the board on 23 august 2004 following a career
in the investment banking industry david has been acting as a non
executive director for a variety of public and private companies
these include imagination technologies group plc and ffastfill plc
david is a fellow of the securities institute
5 nigel clifford

nonexecutive director
nigel 50 joined the board on 1 april 2009 nigel has wide experience
across a number of sectors including the wireless telecoms and oss
software sectors since june 2005 he has held the position of chief
executive at symbian limited which became wholly owned by nokia
in 2008
prior to joining symbian nigel was chief executive of tertio
telecoms limited a software product and services company and
formerly held the position of senior vice president service delivery
with international telecommunications company cable  wireless
†
member of the audit remuneration and nomination committees
 member of the nomination committee
 member of the remuneration and nomination committees
registered ofﬁce
353 buckingham avenue
slough berkshire sl1 4pf
t 44 01753 804000
f 44 01753 804497
company number
1798114
financial advisers
jpmorgan cazenove
20 moorgate
london ec2r 6da
rbs hoare govett
250 bishopsgate
london
ec2m 4aa
financial pr advisers
smithﬁeld consultants
10 aldersgate street
london ec1a 4hj
auditors
deloitte llp
chartered accountants
london
bankers
lloyds tsb bank plc
25 gresham street
london ec2v 7hn
registrars
equiniti limited
aspect house
spencer road
lancing
west sussex bn99 6da
solicitors
simmons  simmons
city point
one ropemaker street
london ec2y 9ss
stockbrokers
jpmorgan cazenove
20 moorgate
london ec2r 6da
45 6
6 john sadler
company secretary
john joined the group on 7 july 2006 as company secretary he was
previously company secretary to lloyds chemists plc and has held a
senior company secretarial position with safeway plc john is a fellow
of the institute of chartered secretaries and administrators 20
anite
annual report and accounts 2009 report of the directors
section c
management and governance
the directors present their report on the affairs of the group together with the audited ﬁnancial statements for the year ended 30 april 2009
principal activities
the group is a leading worldwide provider of it solutions software systems integration and managed services within its core markets of
wireless and travel analyses of turnover proﬁt on ordinary activities and net assets are given in note 2 on pages 49 to 53
business review and future developments
the company is required by the companies act to include a business review in this report the information that fulﬁls the requirements of the
business review can be found in the review of the year’s operations key risks trading outlook and future developments that are contained in the
chairman’s statement on page 4 the chief executive’s review on page 6 the ﬁnancial review on page 11 and the corporate governance report
on page 23 of this report
where the annual report contains forwardlooking statements these are made by the directors in good faith based on the information
available to them at the time of their approval of this report consequently such statements should be treated with caution due to the inherent
uncertainties including both economic and business risk factors underlying such forwardlooking statements or information
results
the audited accounts of the group for the year ended 30 april 2009 are set out on pages 38 to 93 the group proﬁt for the year after taxation
was £363m 2008 £132m
dividends
the directors recommend a ﬁnal dividend of 065p 2008 060p per ordinary share which if approved by shareholders at the 2009 agm will
be due for payment on 20 october 2009 to holders of ordinary shares on the register at the close of business on 18 september 2009 excluding
the special dividend referred to below this together with the interim dividend of 03p per ordinary share paid on 20 february 2009 will make a
total dividend for the year of 095p 2008 0875p per ordinary share
special dividend
on 27 january 2009 shareholders approved a proposal to pay a special dividend to all shareholders of 3p per share this dividend was paid to
shareholders on 20 february 2009
research and development
the total expenditure in the year within continuing operations was £98m 2008 £127m of which £108m was expensed in the income
statement 2008 £127m including net amortisation of £10m 2008 net capitalisation £nil this expenditure was incurred on product
development and enhancement
acquisitions and disposals
on 31 october 2008 the group completed the sale of anite public sector holdings limited and its subsidiaries for a total consideration of
£568m payable in cash on completion details can be found in note 4 on page 54
there were no acquisitions during the year
share capital and share consolidation
during the year the company allotted 460124 ordinary shares with a nominal value of 10p each
at a general meeting of the company held on 27 january 2009 shareholders approved the payment of the special dividend referred to above
in addition shareholders also approved a proposal to implement a share consolidation exercise by exchanging eight new ordinary shares for every
nine existing ordinary shares that were held the share consolidation was completed on 30 january 2009 and 37326231 ordinary shares of 10p
each in the company were cancelled following the share consolidation the company’s authorised ordinary share capital comprised 355555555
new ordinary shares of 1125p each and the issued ordinary share capital comprised 298609840 new ordinary shares of 1125p each details
are set out in note 26 on page 77
purchase of own shares
during the year the company purchased 2560698 of its own shares for a consideration of £07m under the authority granted by shareholders
at the 2008 annual general meeting held on 11 september 2008 to purchase up to 33809948 ordinary shares with a nominal value of 10p
each being 10 of the issued ordinary share capital of the company as at 17 july 2008 this authority was replaced under the authority that
was granted by shareholders at a general meeting of the company held on 27 january 2009 to purchase up to 29860984 ordinary shares with
a nominal value of 1125p each being 10 of the issued ordinary share capital of the company as at 30 january 2009 a resolution to renew
the authority will be put to shareholders at the 2009 agm
all purchases of own shares by the company were carried out in the market and the shares were subsequently cancelled the highest price paid
was 2525p and the lowest price paid was 2489p
in the circular to shareholders dated 2 january 2009 the company advised shareholders that it intended to complete an onmarket buyback
programme of up to £10m subject to market conditions
directors
details of the persons who were directors during the year can be found in the report on corporate governance which starts on page 23
full biographical details of the company’s directors at the date of this report are given on pages 18 to 19 steve rowley resigned as a director
on 31 december 2008 21
anite
annual report and accounts 2009
section c
management and governance
mr nigel clifford was appointed as a nonexecutive director on 1 april 2009 having been appointed since the last general meeting of the
company mr clifford will retire at the agm in accordance with article 64 and being eligible offers himself for reappointment
the company’s articles of association require that onethird of the directors must retire at each agm and that each director must offer
themselves for reelection at least once every three years at the 2009 agm mr humphrey and mr peter bertram will retire by rotation under
article 66 and being eligible they offer themselves for reelection mr bertram a nonexecutive director since 2004 has decided to step down
from the board during the current year following the appointment of a new finance director
the board considers that the performance of those directors proposed for reelection continues to be effective and that they demonstrate a
strong commitment to their role in addition the board considers that the performance of the director proposed for reappointment will be
effective and that he too demonstrates the necessary commitment
directors’ interests
the beneﬁcial interests of the directors holding ofﬁce at 30 april 2009 and their immediate families in the capital of the company are as set
out in the remuneration report which starts on page 29 no director has or had during the period under review any interest in any contract of
signiﬁcance with the company or any of its subsidiaries other than their own employment contracts
directors and ofﬁcers of the company and its subsidiaries beneﬁt from directors’ and ofﬁcers’ liability insurance cover in respect of legal actions
brought against them in addition directors of the company are indemniﬁed in accordance with the company’s articles of association and to the
maximum extent permitted by law all directors have deeds of indemnity that are in force as at the date of this report these indemnities are available
for inspection by shareholders at the company’s registered ofﬁce during normal business hours and will be available for inspection at the agm
neither the insurance nor the indemnities provide cover where the relevant director or ofﬁcer has acted fraudulently or dishonestly
articles of association
company law has undergone substantial change since january 2007 when the phased implementation of the company’s act 2006 commenced
the articles of association in their present form no longer fully reﬂect current legislation and best practice and it is therefore proposed that the
company should adopt new articles of association at the agm details of the key changes from the current articles of association together
with details of where a copy of the proposed new articles of association can be inspected are contained in the separate notice of meeting
major shareholders
as at the date of this report the company has been notiﬁed of the following holdings of 3 or more of the total voting rights attaching to its
issued share capital
percentage of issued capital

aberforth partners llp osnp
bt pension scheme trustees ltd ooqn
prudential plc tro
axa investment managers uk ltd ruw
corporate social responsibility
environmental policy the company supports the protection of a sustainable environment the group’s activities do not produce harmful waste
or emissions and the ethical investment research service grades anite as “low impact” whilst our operations are by their nature of minimal
impact on the environment we do recognise our responsibilities in this respect
anite is therefore committed to
 complying with the relevant environmental legislation regulations and industry standards of the countries in which it conducts business
 reducing the output of emissions that may adversely impact on the environment
 minimising the consumption of energy and water used in its facilities
 reducing waste and wherever practicable reusing and recycling consumables eg paper toner cartridges and computer equipment and
disposing of nonrecyclable items in an environmentally acceptable manner and
 where practicable purchasing environmentally sound goods and services
in order to achieve these objectives the company is building awareness and promoting initiatives to encourage employees to become
fully engaged
corporate governance
a report on corporate governance is contained on pages 23 to 28
charitable contributions and voluntary initiatives
contributions by the group during the year for charitable purposes amounted to £3200 2008 £1000 the group does not make any
political donations
financial instruments
details of the ﬁnancial risk management objectives and policies of the group are set out in note 23 on page 70 22
anite
annual report and accounts 2009 report of the directors
section c
management and governance
employees
the energy commitment and passion of our employees are vital to our business the company strives to create a working environment which
encourages people to be individuals and develop their full potential within a framework of shared values and goals to achieve this anite is
committed to a policy which provides all employees and potential employees with equality of opportunity for selection and development
regardless of age gender nationality race creed disability or sexuality
in the event of employees becoming disabled every effort is made to ensure that their employment with the company continues and that
appropriate training is arranged for them
employees are provided with information through myanite the group’s global intranet roadshows and other internal communications
the views and ideas of employees are sought through discussion line management and focus groups
the company operates a range of employee share schemes for executive directors and a small number of senior executives and they are more
fully described in the remuneration report contained on pages 29 to 34 since august 2005 the company has offered employees an enhanced
share incentive plan which currently matches on a oneforone basis the number of shares purchased monthly by employees on 29 june
2009 the board approved a new anite uk sharesave plan 2009 the “plan” which has also been approved by hm revenue  customs the
plan is an all employees’ share scheme which currently only provides for options to be granted over shares that are purchased in the market
the board will seek approval of shareholders at the agm to amend the rules of the plan to enable the company to operate the plan using new
issue shares or treasury shares as well as market purchase shares in respect of future grants
signiﬁcant contracts
on 1 november 2007 anite telecoms limited entered into a ﬁveyear development and marketing agreement with agilent technologies inc
this strategic partnership is working to deliver marketleading test solutions for lte customers as stated in the chief executive’s review on page 6
the very nature of the leadingedged development programme means that risks remain around the timing and delivery of the completed products
change of control
all of the company’s employee share schemes contain provisions relating to a change of control of the company following a takeover bid
under these provisions a change of control of the company would normally be a vesting event facilitating the exercise or transfer of awards
subject to any relevant performance conditions being satisﬁed or waived at the discretion of the remuneration committee
other than contracts in the normal course of business the company is not party to any other signiﬁcant agreements that take effect alter or
terminate upon a change of control following a takeover bid other than with regard to the company’s bank facility agreement which provides
that on a change of control the majority lenders have the ability to cancel and seek repayment of all outstanding loans
payment of suppliers
it is the group’s policy to agree with all suppliers where practicable appropriate terms of trade and to operate within those terms trade creditors
at 30 april 2009 represented on average 43 days’ credit 2008 45 days for the group and 29 days’ credit for the company 2008 40 days
going concern
the directors acknowledge the latest guidance on going concern despite the current volatility in the ﬁnancial markets and uncertain economic
outlook the directors believe that the group has a robust business model as evidenced by the trading of the business over the past six months
strong free cash ﬂow generation and is compliant with all its banking covenants in making their assessment of going concern the directors consider
the budgets including the wireless research and development commitments cash forecasts for the following 18 months together with the forecast
covenant positions in addition the directors take into account the current strong net cash position the availability of banking facilities as set out in
note 19 and the maturity proﬁle of debt obligations detailed in note 23 after considering the above the directors have a reasonable expectation
that the group has adequate resources to continue in operational existence for the foreseeable future accordingly anite continues to adopt the
going concern basis in preparing the consolidated ﬁnancial statements
disclosure of information to auditors
in the case of each of the persons who were directors of the company at the date when this report was approved
 so far as each of the directors is aware there is no relevant audit information of which the company’s auditors are not aware and
 each of the directors has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit
information and to establish that the company’s auditors are aware of that information
 this information is given and should be interpreted in accordance with the provision of section 418 of the companies act 2006
reelection of auditors
the board has considered and recommends the reappointment of deloitte llp as auditors deloitte llp have expressed their willingness to
continue in ofﬁce as auditors and a resolution proposing their reappointment will be proposed at the forthcoming annual general meeting
annual general meeting agm
the agm of the company will be held at 12pm on tuesday 15 september 2009 at 353 buckingham avenue slough berkshire sl1 4pf
the notice setting out details of the business to be considered at the meeting is sent to shareholders with this annual report
by order of the board and signed by
john sadler
company secretary
30 june 2009 23
anite
annual report and accounts 2009
section c
management and governance corporate governance report
the company is committed to the principles of good corporate governance contained in the combined code on corporate governance issued
by the financial reporting council in june 2006 the “code” this report sets out the company’s compliance with the code
statement of compliance with the combined code
the company has applied the principles set out in section 1 of the code throughout the accounting period including both the main and
supporting principles by complying with the code as reported above further explanations of how principles and supporting principles have
been applied are set out below and in the remuneration report and the report of the audit committee
the board
the board of directors is the body responsible for corporate governance for establishing policies and objectives and for the stewardship of
the group’s resources it is the group’s policy that the roles of chairman and chief executive are separate with their roles and responsibilities
clearly divided and recorded the chairman is responsible for leadership of the board ensuring its effectiveness and setting its agenda he also
ensures that communication with shareholders is effective and facilitates the contribution of the nonexecutive directors the chief executive
is responsible for implementing the strategy agreed by the board as a whole and for managing the group currently the board is made up
of the nonexecutive chairman the chief executive and three nonexecutive directors the company is currently engaged in the process of
seeking to appoint a group finance director peter bertram is the senior independent director the biographies of the directors as at the date
of this report are given on pages 18 to 19
the chairman was considered to be independent on his appointment to the board it is the opinion of the board that the three nonexecutive
directors are independent of management and have no business or other relationship which could interfere materially with the exercise of their
judgement in relation to the business of the company or the group
the directors believe it is essential that the company has an effective board the board operates formally through regular board meetings and
there is also frequent communication between the directors outside these meetings during the period under review the board met 16 times
details of attendance at these meetings are given in the table on page 25 during the year the board also received detailed strategy
presentations from the divisional managing directors
the board is responsible to the company’s shareholders for the management and control of the group’s activities its strategic objectives
governance internal controls and the stewardship of its resources the regular and timely provision of information to the board is ensured
through the monthly preparation and circulation to all board members of the chief executive’s report which reports on operational matters
the group finance director’s report which provides the monthly management accounts and other relevant ﬁnancial information and the
company secretary’s report which covers corporate governance corporate social responsibility and matters concerning the company’s shares
share schemes and shareholders other matters are tabled on a regular basis at board meetings or are reported to the board as appropriate
the board has a regular schedule of meetings together with further meetings when required in addition directors meet as members of
relevant committees the board has delegated the normal operational management of the company to the executive directors who have
direct responsibility for all operations and activities the company currently has only one executive director who is supported by an executive
team which comprises the managing directors of each division plus the group human resources director group financial controller and the
company secretary
the board has agreed a formal schedule of matters reserved speciﬁcally for its decision which include
 strategy and objectives
 business risks
 business plans and budgets
 changes in capital and corporate structure
 accounting policies and ﬁnancial reporting
 internal controls and business risk factors
 major contracts
 capital projects
 acquisitions and disposals
 communications with shareholders and
 board membership
the chairman and the nonexecutive directors meet without executive directors present at least annually
all directors have access to the advice and services of the company secretary who is responsible for ensuring that board procedures and applicable
rules and regulations are observed there is an agreed procedure for directors to obtain independent professional advice paid for by the company
in accordance with the company’s articles of association onethird of the board is required to retire by rotation each year and each director
must offer himself for reelection once every three years in addition any director appointed during the year will stand for election at the next
general meeting ensuring that each board member faces reelection at regular intervals details of the directors due to retire at the 2009
annual general meeting are shown on page 21 24
anite
annual report and accounts 2009 corporate governance report
section c
management and governance
committees of the board
the board’s committees meet regularly to enable them to discharge their responsibilities each committee has terms of reference which are
reviewed regularly by the board copies are available on request from the company secretary or on the group’s website wwwanitecom
following formal decision making the board may on occasion delegate authority to a committee consisting of any two directors to approve
the detailed execution of an agreed course of action within strict parameters
audit committee
the audit committee comprises mr bertram mr brendish and mr hurstbrown it is chaired by peter bertram the committee’s role is to assist
the board in the effective discharge of its responsibilities for ﬁnancial reporting and internal control
the report of the audit committee on page 35 includes details of the audit committee and its work
nomination committee
the nomination committee comprises the chairman the three independent nonexecutive directors and the chief executive it is chaired
by david hurstbrown the committee may invite others including external advisers to attend its meetings as appropriate the company
secretary is the secretary to the committee the nomination committee met ﬁve times during the year details of attendance at each meeting
are shown in the table on page 25 nigel clifford was appointed as a nonexecutive director of the company on 1 april 2009 biographical
details of nigel are contained on page 19 the committee is currently engaged with the search for a new group finance director and additional
nonexecutive director
the principal role of the nomination committee is to advise and make recommendations to the board with regard to the size structure and
composition of the board the appointment of new directors and the reappointment of existing directors the committee follows formal
rigorous and transparent procedures when appointing new directors which include the preparation of a job description the use of external
advisers to facilitate the search and the evaluation of candidates according to objective criteria all shortlisted candidates are interviewed
by at least two members of the committee
remuneration committee
the remuneration report on pages 29 to 34 includes details of the remuneration committee and its work
board and committee composition and attendance
the following tables detail the current composition of the board and its committees and the attendance of directors at meetings of the board
and board committees during the year ended 30 april 2009
date of service
contract or letter
of appointment unexpired audit remuneration nomination
director or reappointment term committee committee committee
clay brendish nonexecutive chairman s october pnn v three member member member
months
christopher humphrey chief executive q february pn n q rolling member
one year
peter bertram nonexecutive director ojune pnn u one year chairman member member
senior independent o omonths
nonexecutive director
from pv september pnn r
david hurstbrown nonexecutive director pq august pnn u two years member chairman chairman
one month
nigel clifford nonexecutive director oapril pnn w two years member member
nine months 25
anite
annual report and accounts 2009
section c
management and governance
attendance at meetings
board audit committee remuneration committee nomination committee
meetings attended meetings attended meetings attended meetings attended
during during during during during during during during
the year the year the year the year the year the year the year the year
chairman
clay brendish o t or p p v v ss
executive directors
steve rowley
†
o t op – p

–p

s p
christopher humphrey o t ot – p

– p

s p
nonexecutive directors
peter bertram o t os p p v v s s
david hurstbrown o t os p p v v s s
 attended by invitation
† steve rowley resigned as a director of the company on 31 december 2008
terms and conditions of appointment of the nonexecutive directors
nonexecutive directors are normally appointed for a term of three years the terms and conditions of the appointment of the nonexecutive
directors are available for inspection by any person at ancells business park harvest crescent fleet hampshire gu51 2uz or the company’s
registered ofﬁce during normal business hours and at the annual general meeting of the company
board performance evaluation and training
the board as part of its commitment to ensure its effectiveness and evaluate its performance completed a full evaluation of its performance
and that of its directors during the year this evaluation consisted of a questionnaire being completed by all board members in addition
questionnaires were completed by members of the audit committee and the remuneration committee in connection with a formal evaluation
of each committee’s assessment of its performance and effectiveness
the nonexecutive directors have met alone to appraise the chairman’s performance
the evaluation of board performance will continue to be conducted annually and the company may engage external help from time to time to
ensure that the process is robust
induction and development of directors
all new directors receive a comprehensive induction to the company
individual directors are expected to take responsibility for identifying their training needs and to take steps to ensure that they are adequately
informed about the company and their responsibilities as a director in addition the company has a continuing professional approach to assist
the directors in discharging their responsibilities effectively this is achieved through brieﬁngs on business issues as well as legal accounting
and changes in corporate governance directors also have the ability to attend external seminars on topics that are of interest
nonexecutive directors meet regularly with executive directors and members of the executive team and also receive regular business updates
via scheduled presentations
key performance indicators kpis
the group uses a range of performance measures to measure and manage the businesses within the group in addition the divisions have
established their own performance indicators that are speciﬁc to their individual businesses
the group kpis monitor order intake revenue margins research and development costs overhead costs cash ﬂow capital expenditure and
headcount in addition to these group kpis other measures indicating speciﬁc divisional measures such as product development lossmaking
projects manpower utilisation and working capital are used
the group changes and reﬁnes the kpis regularly dependent on the major issues that are identiﬁed in the businesses
internal control and risk
the directors have overall responsibility for ensuring that the group maintains a sound system of internal control to provide them with
reasonable assurance that all information used within the business and for external publication is adequate including ﬁnancial operational
and compliance control and risk management and for ensuring that assets are safeguarded and therefore that shareholders’ investment is
protected there are limitations in any system of internal control and accordingly even the most effective system can provide only reasonable
and not absolute assurance against material misstatement or loss
the group continues to enhance its project management procedures to ensure that good practice is applied consistently across the group 26
anite
annual report and accounts 2009 corporate governance report
section c
management and governance
in line with past practice the board has reviewed the internal control system in place during the year and until the date of the approval of this
report to ensure that it remains effective where signiﬁcant weaknesses are identiﬁed as a result of the reviews new procedures are put in place
to strengthen controls
the board has in place risk assessment processes across the group’s divisions and procedures have been established to implement best
practice there is an ongoing process for identifying managing and reviewing any changes in the risks faced by the businesses this process
has been in place throughout the year under review and continues it operates under the direction of the board and is reviewed by the
audit committee
the key procedures that the board has established and which are designed to provide effective internal control for the group are
 the board sets out the group authority procedures which are adopted by all the subsidiary companies
 the issue of a group accounting and procedures manual which sets out the group’s accounting practices revenue recognition rules
accounting under ifrs and bid approval processes
 the board continues to review the progress of major contracts
 the director of projects and programmes oversees project management standards and procedures across the group and the education
of all divisional project managers in best practice for the management of bids and the execution and status reporting of projects
 the application of a rigorous annual budgeting process following a detailed divisional and group strategy review all budgets are subject to
approval at board level
 the executive team is responsible for reviewing the operational results communicating and applying groupwide polices and procedures
and strategy on operational matters which is communicated both to the board and to the operating units
 the formal monthly operational review by executive directors together with the divisional management teams to assess the ﬁnancial and
operating performance and discuss the ongoing development of each business unit and the comparison of detailed monthly management
reports against budgets forecasts and prior years in addition the chief executive and group financial controller in the absence of a group
finance director prepare a monthly report for the board on key developments performance and issues in the business
 the maintenance of local operating boards and divisional management teams enabling the board to delegate appropriate levels of
authority to a small number of subsidiary company directors and managers all of whom are directly accountable to the board
 the identiﬁcation and mitigation of major business risks is the responsibility of operating company management each operating company
maintains internal controls and procedures appropriate to its structure and business environment whilst complying with group policies
standards and guidelines the managing director and finance director of each business unit are required to complete a self assessment
checklist half yearly this provides assurance that the business unit has complied with internal controls ﬁnancial controls and reporting
requirements of the group and has brought to the attention of group management any instances of fraud or other matters relating to
their business
 insurance cover is maintained for all the major risk areas of the group based on the scale of the risk and the availability of cover in the
external market
 the use of external professional advisers to carry out due diligence reviews of potential acquisitions
 the operation of a small internal review function to carry out internal control reviews of the operating divisions on a rolling basis
reporting to the audit committee
 the periodic detailed objective review of each business and its future direction by management and the audit committee
the board with the advice and recommendations of the audit committee will continue to review the effectiveness of all internal systems of
control through independent reports where appropriate and by internal formal monthly review meetings in all main operating companies and
divisions to test the validity of the internal reporting process
internal review function
the board has established a group internal review function which reports to the audit committee the function is not an independent audit
function but nevertheless it is an important part of the group’s overall system of internal control
risk management
anite has undergone signiﬁcant change over the past few years anite is now an international software and solutions company focused on the
provision of test and operational systems in the wireless market and reservations and ecommerce solutions to the leisure and travel industry
these markets provide signiﬁcant challenges as well as rewards and management have progressively improved the group’s approach to risk
management
the combination of robust and welldeﬁned central direction strong divisional management and effective processes and controls enable the
group to identify and deal with key risks at the earliest opportunity
the group operates rigorous processes and controls to ensure that for each division there is a detailed annual operating plan and budget with a
monthly operational review by senior management to ensure the businesses are making progress against those plans taking the appropriate corrective
actions throughout the course of the year should issues arise the progress of each division is reported regularly to the main board meetings
the principal risk factors that may affect anite group’s business are outlined below these are not all within the group’s control other factors
beside those listed may also affect the group 27
anite
annual report and accounts 2009
section c
management and governance
business asset risk
the group increasingly operates in global markets and failure to manage its portfolio of businesses effectively could have a serious impact
the group conducts regular reviews of its business portfolio it may however still be exposed to risks such as increased taxation regulations
and threats to its market leadership
political climate risk
the group recognises that in some countries in which it operates speciﬁc country risks exist that could have an effect on its business and such
risks may include volatility of national currencies unexpected changes in local laws regulations or standards and changes in local customs and
business practices
project delivery risk
the successes of many of the group businesses are dependent on the successful completion of development projects within budget cost and
speciﬁcations the delivery of these projects is subject to certain technical commercial legal contractor and economic risks
strategic and operational risks
within wireless
 the highly technical and fastchanging nature of the marketplace
 ensuring the business realises continued growth in network testing
 the ability to identify and maintain effective relationships with key suppliers and strategic partners
 the need to keep products at the forefront of changes in technology
within travel
 the changing nature of the customer market resulting from increasing use of the internet
 the need to keep products at the forefront of changes in technology
 delivery of projects and contracts to our clients within agreed budgets and timescales
 ensuring the business is ﬂexible enough to accommodate the changing structure of the travel industry
 ensuring that the division has common robust systems and backup processes in place to mitigate problems of external infrastructure
failures that might have an impact on the division’s performance
human resource and organisation risks
anite’s performance and its ability to mitigate signiﬁcant risks within its control depend on its employees and management teams
future success will depend to a large extent on the group’s ability to attract retain and motivate its people
if the group loses the services of key people or is unable to attract and retain employees with the right capabilities and experience it would
be likely to have an effect on the group’s business and operations
financial risks
the group has several ﬁnancial risks including costs the nature of commercial contracts interest rates exchange rates insurances and other
ﬁnancial risks some of these are covered in the group treasury management section below
the group also recognises that the continued change in the group’s portfolio and geographic spread requires new risk mitigation techniques
which enable the group to
 manage bank debt in compliance with banking covenants
 identify and mitigate the effect of currency interest rate and cost changes
 mitigate the increase in the group’s tax rate as sales and proﬁts expand in higher tax areas
group treasury management
the group’s ﬁnancial instruments comprise borrowings derivatives cash and liquid resources and various items such as trade debtors and
trade creditors that arise directly from and ﬁnance operations
the main risks arising from the group’s ﬁnancial instruments are foreign exchange risk interest rate risk liquidity risk and credit risk the board
reviews and agrees policies for managing these risks and they are summarised below these policies are reviewed on a regular basis the group’s
head ofﬁce ﬁnance function is responsible for ensuring that the policies approved by the board are adopted throughout the group
foreign currency risk
the group is subject to a crossborder transactional currency exposure in respect of trading outside each operating company’s functional
currency where possible currency receivables and payables are matched creating a natural hedge any surplus crossborder transactional
exposure is not hedged the policy is that any surplus foreign currency is converted into sterling at the earliest opportunity
the group has overseas subsidiaries which operate mainly in north america northern europe and asia paciﬁc and whose revenues and
expenses are denominated in their local currencies the group currently partly hedges its investment in overseas subsidiaries through ﬁnancial
instruments and natural hedges further details are set out in note 23f on page 72 28
anite
annual report and accounts 2009 corporate governance report
section c
management and governance
interest rate risk
the group ﬁnances its operations and acquisitions through a mixture of retained reserves and bank borrowings the group seeks to minimise
overall net interest expense and where there are surplus funds to obtain a fair market rate of return the group operates a cashpooling
arrangement for all its uk operating companies and endeavours to balance liquidity requirements with achieving a market rate of return on
cash through the use of shortterm money market deposits or other term deposits appropriate ﬁnancial instruments are used to mitigate the
impact of changes in interest payable in respect of signiﬁcant borrowings further details are set out in note 23e on page 71
liquidity risk
the group seeks to maintain a balance of available facilities to fund the group’s liquidity requirements further details of which are set out in
note 23k on page 73
the group has strong operating cash inﬂows and has focused efforts on managing its working capital
credit risk
the group’s policy on credit risk is set out in note 23j on page 73
relations with shareholders
communications
the board considers effective communication with its investors whether institutional private or employee shareholders to be extremely important
the company reports formally twice a year with the halfyear results announcement and the preliminary announcement of the fullyear
results shareholders are issued with an interim report and accounts in december and with the fullyear report and accounts in july
additionally as required under article 6 of the transparency directive the company issues an interim management statement during each
half year these reports are posted on wwwanitecom
the company makes other announcements from time to time which can also be found on wwwanitecom
members of the board meet institutional investors on a regular basis providing an opportunity to discuss in the context of publicly available
information the progress of the business institutional investors and analysts are also invited to attend brieﬁngs by the company following the
announcements of the annual and interim results
during the year the nonexecutive directors met a number of major shareholders individually
the chairman and the senior independent director are available to shareholders on all matters relating to governance
annual general meeting agm
the company’s agm will be held on 15 september 2009 at the company’s registered ofﬁce in slough the notice of meeting is sent to
shareholders at least 20 working days before the agm the directors encourage the participation of private shareholders at the agm and are
available for questions both formally during the meeting and informally afterwards the chairmen of the audit remuneration and nomination
committees are normally available to answer questions at the agm
approved by the board and signed on its behalf
john sadler
company secretary
30 june 2009 29
anite
annual report and accounts 2009
section c
management and governance remuneration report
this report has been prepared in accordance with the companies act 2006 and associated regulations as inserted by the directors’
remuneration report regulations 2002 “the regulations” and meets the relevant requirements of the listing rules of the financial services
authority as required by the regulations a resolution to approve the report will be proposed at the annual general meeting agm of the
company at which the ﬁnancial statements will be presented for approval
the regulations require the independent auditors to report to the company’s shareholders on certain speciﬁed matters and this report has
therefore been split into separate sections for the unaudited and audited information
unaudited information
remuneration committee
the remuneration committee is a committee of the board and comprises the nonexecutive directors who are independent of management
and free from any business or other relationship which could interfere with the exercise of their independent judgement
during the year membership of the committee was as follows david hurstbrown chairman of the committee peter bertram clay brendish and
nigel clifford who was appointed as a member of the committee on 1 april 2009 the company secretary is the secretary to the committee
the committee met eight times during the year details of attendance at the meetings are shown in the table in the corporate governance
report on page 25
the principal function of the committee is to make recommendations to the board on the remuneration policy for executive directors it is also
responsible for setting the individual remuneration packages for the chairman the executive directors and the chief executive’s direct reports
and for monitoring and approving the operation of all sharebased incentive arrangements the committee also determines the terms and
conditions of employment of the executive directors
the committee operates within agreed terms of reference which are posted on the company’s website
advice and assistance
the committee uses hewitt new bridge street as its professional advisers on executive remuneration and employee share schemes hewitt
new bridge street provide no other services to the company
the company secretary and the group human resources director provide the committee with information and assistance the chief executive
also regularly attends committee meetings to provide his own insights on business objectives and the individual performance of his direct
reports however no executive director or senior manager is present when their own remuneration is being speciﬁcally discussed
remuneration policy
main principles
the company’s objective is to attract retain and incentivise highcalibre executives who can drive the business forward and increase
shareholder value to meet this objective the company follows three key principles
 total rewards are designed to be competitive with the remuneration package of each executive director and their direct reports
benchmarked regularly against the market
 incentivebased rewards are seen as an important part of each executive director’s total remuneration and are designed to drive and reward
exceptional performance and
 longterm incentive arrangements are designed to align the interests of the executive directors and senior managers with those of the
shareholders and to support the company’s business strategy
the committee also ensures that when determining the executive directors’ remuneration packages due account is taken of pay and
employment elsewhere in the group liaising with the group human resources director where appropriate
the committee will ensure that the incentive structures for executive directors and senior managers will not raise environmental social or
governance “esg” risks by inadvertently motivating irresponsible behaviour more generally with regard to overall remuneration structures
there is no restriction on the committee which prevents it from taking into account corporate governance on esg matters nor do these
remuneration structures encourage inappropriate operational risk taking
reward structure
the executive directors’ total remuneration packages consist of
 base salary
 annual performance bonus
 longterm incentive arrangements and
 other beneﬁts and allowances
the executive directors make their own pension arrangements and the group makes no payment in this respect 30
anite
annual report and accounts 2009 remuneration report
section c
management and governance
base salary
base salary is reviewed annually and is set with reference to salary levels for similar roles in other comparable companies in the software and
computer services sector and the market generally the factors for comparability include market sector size and business complexity
on 31 december 2008 mr humphrey was appointed as chief executive to reﬂect his new responsibilities the committee reviewed
mr humphrey’s salary and agreed that it would be right to increase his base salary to £310000
annual performance bonus
the company operates an annual bonus plan “the plan” for executive directors under the terms of the plan a bonus of up to 100 of salary
can be earned for the year under review bonuses were paid by reference to performance against i a sliding scale of challenging group proﬁt
growth targets calculated excluding fair value write downs amortisation of acquired business gains or losses on business disposals and
deduction of sharebased payments ii preagreed stretching personal objectives and iii delivery of key strategic business objectives
for the ﬁnancial year 200910 the plan will place greater emphasis on the achievement of speciﬁc quantiﬁable objectives together with
challenging ﬁnancial targets all of which are set with the primary objective of enhancing returns to shareholders this change in policy is
regarded as appropriate due to the number of recent senior management appointments coupled with the committee’s view that realistic and
highly targeted incentivisation is important at a time of major change in a number of the business units
in reviewing the performance of the whole year the committee has made an annual bonus payment of £238631 which reﬂects mr humphrey’s
split of executive roles and increased responsibility during the year and the successful over performance of the company against the targets
that were agreed
longterm incentive arrangements
the company operates the following two longterm sharebased incentive plans
 the performance share plan psp and
 the share matching plan smp
under the psp an individual may receive an award of shares worth up to 100 of their salary per annum although in exceptional
circumstances an award of up to 200 of their salary may be made the awards that have been granted to date have been made as
conditional awards of free shares
the executive directors and a small number of the most senior executives are also able to participate in the smp as originally structured
participants were allowed to lodge in the smp shares worth up to 30 per annum of base salary which were then matched on a twoforone
gross basis
in 2007 shareholders approved a change to the investment level under the smp pursuant to this change whilst the effective average annual
level of coinvestment in the smp remained unchanged at 30 per annum executives were provided with a “oneoff” opportunity over the
three ﬁnancial years from 1 may 2007 to 30 april 2010 to invest a higher amount annually up to 90 of base salary in the smp however any
investment is subject to the effective current overall aggregate limit of 90 of salary over this threeyear period the original twoforone gross
matching ratio was retained with effect from 1 may 2010 it is currently intended that the smp will revert to the normal 30 per annum
investment limit
awards granted under the psp and smp are subject to threeyear performance conditions the awards made during 2006 under both psp and
smp were subject to a total shareholder return tsr performance condition which measures the company’s tsr performance against a
comparator group comprising the constituents of the ftse allshare software and computer services sector over a single threeyear
performance period commencing on the ﬁrst day of the ﬁnancial year in which the award is made
in respect of the psp and smp awards made in 2006 a total of 25 of the award was available to vest if the company was ranked at the
median at the end of the performance period with 100 of the award vesting if the company is at or above the upper quartile with straight
line vesting in between the performance of the 2006 awards made under the psp and smp have been measured against the comparator
group for the period ended 30 april 2009 and the result was below median therefore none of these awards will vest and the award will lapse
on the third anniversary of grant
the psp and smp awards made in 2007 and 2008 are subject to the following performance conditions
 half of awards are subject to a total shareholder return tsr target this will continue to be measured relative to the ftse software and
computer services sector with the same median to upper quartile vesting schedule as has applied to past awards and
 half of awards are assessed by reference to anite’s earnings per share eps performance for compound annual eps growth of at least rpi
plus 4 per annum 25 of awards subject to this part of the condition will vest and for full vesting compound annual eps growth must be
at least rpi plus 12 per annum straightline vesting applies between these points
the eps ﬁgure used for psp and smp measurement in 2007 was 52p being basic eps before amortisation of acquired intangible assets gains
and losses on the disposal of operations the effect of net capitalisationnet amortisation on research and development costs results from
discontinueddisposed operations and sharebased payments 31
anite
annual report and accounts 2009
section c
management and governance
the eps ﬁgure for the measurement for psp awards made in 2008 was 33p being proﬁt from continuing businesses before disposed businesses
other gains and losses sharebased payments amortisation of acquired intangible assets and restructuring costs
however before any awards vest the committee must have satisﬁed itself that the company’s underlying ﬁnancial performance over the
performance period warrants the level of vesting determined by reference to the tsr performance condition the extent to which the
performance condition is satisﬁed will be calculated by external consultants to ensure the appropriate level of thirdparty veriﬁcation
the change in performance conditions for the 2007 awards onwards compared to earlier awards was made by the committee as it believes
that whilst tsr is an important indicator of shareholder value creation it is also advisable to focus the company’s senior executives on driving
group proﬁtability
the committee intends to apply broadly similar performance conditions to any psp or smp awards that may be made in the forthcoming year
the committee will continue to regularly review the operation of the company’s share incentive arrangements to ensure that they take due
account of market practice and the particular circumstances of the company
tsr performance graph
to provide a further alignment of interest with shareholders the executive directors and others participating in the smp are required to retain
in shares an amount equal in value to 50 of the aftertax gain made on the vesting of awards until they have built up a shareholding equal
to 100 of base salary
the executive directors are also eligible to participate in the company’s sharesave plan 2009 and the share incentive plan which are available
to all employees
the use of new issue or treasury shares to satisfy awards made under the share plans is subject to a 15 dilution limit in any tenyear period
the current potential dilution is below this level the committee aware of shareholders’ views in connection with this matter continues to take
active steps to control the dilutive effect of the company’s share incentives and is currently working under an informal dilution limit of 10
the actual dilution is currently 87
other beneﬁts and allowances
executive directors are entitled to a car allowance fuel medical insurance deathinservice and permanent health insurance together with
reasonable business expenses
other share plans
in 2007 the company introduced a management incentive plan mip for key employees the mip is not available to executive directors and all
awards are settled using market purchase shares or a cash equivalent further details of the mip are contained in note 8 on page 57
service contracts
the committee’s policy is that all executive directors’ service contracts will be rolling contracts of one year’s duration other than in the case of
dismissal for gross misconduct the provisions of mr humphrey’s service contract will be honoured in full information regarding the executive
directors’ service contracts who served during the year is summarised in the table below
executive director date of contract notice period
christopher humphrey q february pnnq op months
steve rowley q november pnnq op months
200
150
100
50
0
30 april
2009
30 april
2008
30 april
2007
30 april
2006
30 april
2005
30 april
2004
ftse allshare software and computer services index
anite group
this graph shows the value by 30 april 2009 of £100 invested in anite on 30 april 2004 compared with the value of £100 invested in the ftse allshare software
and computer services index the other points are the values at intervening ﬁnancial yearends 32
anite
annual report and accounts 2009 remuneration report
section c
management and governance
executive directors are not permitted to hold external nonexecutive directorships or ofﬁces without the approval of the board no executive
director received any fees in respect of any external nonexecutive directorship that they have held during the year
the table below sets out the rights the company has to pay executive directors in lieu of notice together with the contractual compensation
payable if the company terminates the contract other than for cause without notice
months’ salary
months’ salary payable in
and contractual equivalent
beneﬁts payable number
within seven days of monthly
executive director of termination
1
instalments
2
christopher humphrey tt
steve rowley
q
wq
1 contractual beneﬁts include the annual performance bonus the executive director would have received had he continued to be employed from the date of termination until
the expiry of the notice period
2 payments cease in effect if the executive director commences employment with a new employer during the payment period
3 steve rowley resigned as a director of the company with effect from 31 december 2008
the company is aware of the provisions in the combined code which state that compensation payments should reﬂect a departing director’s
obligation to mitigate his loss however the company has adopted the above described approach to determining the compensation that
is payable in the event that an executive director’s service contract is terminated as it believes that it is in shareholders’ interests that the
maximum obligations of each party in such circumstances are transparent and agreed in advance to provide certainty
if the company terminates mr humphrey’s employment without cause the remuneration committee will be asked to exercise any discretion it
has under the terms of any share incentive plans in his favour if the remuneration committee determines not to follow this recommendation
he shall be entitled to damages
nonexecutive directors
clay brendish has a threeyear term of ofﬁce with six months’ notice of termination required by either party peter bertram david hurstbrown
and nigel clifford each have a threeyear term of ofﬁce with no notice period or provision for compensation for loss of ofﬁce
further details of the nonexecutive directors’ terms of employment can be found on page 24
the board reviews the independent nonexecutive directors’ fees annually in the course of which it compares fees paid to nonexecutive
directors of comparable companies fees recognise the additional responsibilities undertaken by the nonexecutive directors in chairing the
board and its committees in addition to their fees the nonexecutive directors are entitled to reimbursement of reasonable business expenses
the chairman’s fees are set by the remuneration committee he is not present at any discussion of his own remuneration
audited information
executive directors’ share options
options
held at
options options 30 april 2009 first
held at lapsed or date of exercise date of exercisable expiry
1 may 2008 in year cessation price grant date date
christopher humphrey
approved share option plan vtw st – vtw st qrsp os n upnnq osnupn nt o rnupnoq
longterm incentive plan su o ppt – su op pt qrsp os nupnnqosnupnntornupnoq
o rw w o p – o rww o p stsp pqnopnnrpqnopnnu ppnopnor
o vu sn n – o vusn n rvsp ot nvpnnrotnvpnnu osnvpnor
executive options – total w w ssw r – w w ssw r
saye w qu p w qu p – rtnp ptnppnnr nonrpnnw qnnwpnnw
total options o n nr w tt w qu p w w ssw r
steve rowley
approved share option plan sttn q – sttn q sqnp ot oppnnq otoppnntosoppnoq
longterm incentive plan o o nv n pp – o o n vn pp sqnp ot oppnnq otoppnntos op pno q
psn n n n – psnn n n rvsp ot nvpnnrotnvpnnu osnvpnor
executive options – total o ror tps – o ro rtps
saye o n ptu o n ptu – rtnp ptnppnnr nonrpnnu qnnwpnnu
total options o rprvwp o n ptu o ro rtps 33
anite
annual report and accounts 2009
section c
management and governance
steve rowley resigned as a director with effect from 31 december 2008 it was agreed that he could exercise the options referred to above up
until 30 june 2009 upon which date any unexercised options shall lapse
there were no exercises of options during the year the closing price of an ordinary share of anite plc as at 30 april 2009 was 2875p the range
of closing prices during the year ended 30 april 2009 was 5275p high and 2325p low
directors’ emoluments year ended 30 april 2009
car subtotal beneﬁts total total
salary allowance salary compensation bonus in kind 2009 2008
£ ££££ £££
executive directors
steve rowley
o
pvpsnn o tnnn pwv snn on n nn n – ttn s rnsons rontns
christopher humphrey pu upn w prn nn qno pnw pqvtqo oqsuo ssqroo pusprn
ssw u nw rn nnn sww u nw on n nn n pqvtqo pn o ut wsvsot tvsvrs
nonexecutive directors
clay brendish o qsn n n – o qsn nn –– – oqsnnn oqsnnn
peter bertram rpn n n – rpn nn –– – rpn nn rpnnn
david hurstbrown rpn n n – rpn nn –– – rpn nn rpnnn
nigel clifford
p
qnvq – qnv q –– – qnvq –
uvo u wp rn nnn vpo u wp on n nn n pqvtqo pn o ut o ovnsww wnrvrs
1 steve rowley resigned as a director and ceased his employment with the company on 31 december 2008
2 nigel clifford was appointed a director of the company on 1 april 2009
executive directors’ conditional share awards
conditional
awards at
conditional conditional conditional conditional 30 april share
awards at awards awards awards 2009 price at date of
1 may made vested lapsed or date of conditional conditional vesting
2008 in year in year in year cessation award award date
christopher humphrey
performance share plan ptsqvs –– ptsqvs – tsnp or nu pnn s o rn u pnn v
performance share plan qprspo ––– qprspo uqnp pvnu pnn t pvn u pnn w
performance share plan pw rto n ––– pwr ton vqsp qo nu pnn u qo n u pno n
performance share plan – tvqu vr –– tvquvr qunp ov n vpn n v ov n vpno o
performance share plan – o o rvn n n –– oorvnnn punp pqo ppn n v pqo ppno o
share matching plan qsqvrt –– qsqvrt – tsnp ow nv pnn s o w n vpnn v
share matching plan qprspn ––– qprspn uqnp nv nv pnn t n vn vpnn w
share matching plan o nt rssq ––– ontr ssq unsp oo on pnn u o o on pno n
conditional share awards total ptpur qs o vqo u vr – towpqo qvqw wvv
steve rowley
performance share plan o n w pqn v – – o nwpqnv – tsnp ornu pnnsor n upnnv
performance share plan sn nv w n – – snnvwn – uqnp pvnu pnntpvn upnnw
performance share plan rssn w n – – – rssnwn vqsp qonu pnnuqo n upnon
performance share plan – o n srn sr – – o nsr nsr qunp ovnv pnnvov n vpnoo
share matching plan srto sp – – srtosp – tsn p ownv pnnsow nvpnnv
share matching plan sn nv w n – – snnvwn – uqn p nvnv pnntnv nvpnnw
share matching plan o trrrpu – – – otrrrpu uns p ooon pnnuoo onpnon
conditional share awards total ru qwu su on srn sr – ptrnprn qosqsuo
steve rowley resigned as a director with effect from 31 december 2008 and it was agreed that i his performance share plan and share
matching plan awards granted in 2006 should lapse on 31 december 2008 and ii his performance share plan and share matching plan awards
granted in 2007 and 2008 should not lapse but should be capable of vesting on the agreed vesting date subject to the extent to which the
performance conditions are satisﬁed at that time and a pro rata reduction on the size of the original award up to the date of resignation
the conditional share awards set out above are granted without payment from a participant and are subject to the performance conditions
described above 34
anite
annual report and accounts 2009 remuneration report
section c
management and governance
directors’ interests in shares
the interests of the directors who held ofﬁce at 30 april 2009 in the ordinary share capital of the company were as shown in the table below
all interests are beneﬁcial
number
of shares
number held as at
of shares 1 may
held as at 2008
30 april or at date of
2009
1
appointment
clay brendish bcfccc orpnnn
christopher humphrey faeedg tuovnr
peter bertram cffff qnn nn
david hurstbrown deeee rnn nn
nigel clifford
p
– –
1 the change in holdings as shown above as at 30 april 2009 arises as a consequence of the share consolidation that was completed on 31 january 2009
2 nigel clifford was appointed a director on 1 april 2009
in the period from 1 may 2009 to 30 june 2009 being the latest practicable date prior to the publication of this document the only changes in
the interests of the directors related to the monthly investments of the executive directors in the share incentive plan sip during this period
christopher humphrey acquired 694 ordinary shares under the sip
this report has been approved by the board and has been signed on its behalf by
david hurstbrown
chairman of the remuneration committee
30 june 2009 35
anite
annual report and accounts 2009
section c
management and governance report of the audit committee
membership
the audit committee is a committee of the board which comprises the nonexecutive directors who are independent of management and free
from any business or other relationship which could interfere with the exercise of their independent judgement
during the year membership of the committee was as follows peter bertram chairman clay brendish and david hurstbrown
both peter bertram and david hurstbrown are considered by the board to be “independent” as deﬁned by provision a31 of the combined code
clay brendish was considered to have met the independence criteria on his appointment as chairman of the company on 4 october 2005
the board considers that mr bertram has recent and relevant ﬁnancial experience
the group provides an induction programme for new audit committee members
the committee invites others including the external auditors the group finance director the group financial controller and the chief
executive to attend its meetings as appropriate the company secretary is the secretary to the committee
meetings
during the period under review the committee met twice details of attendance at each meeting are shown in the table in the corporate
governance report on page 25
the committee meets with the external auditors without any executive directors present at least annually and more often if this is
considered appropriate
role responsibilities and terms of reference
the committee’s role is to assist the board in the effective discharge of its responsibilities for ﬁnancial reporting and internal review
the committee’s responsibilities include
 reviewing the annual and interim ﬁnancial statements and results announcements of the company and any other formal announcements
relating to the company’s ﬁnancial performance
 reviewing the company’s accounting policies
 monitoring and reviewing the company’s systems of internal control and risk management
 monitoring and reviewing the company’s “whistleblowing” procedures
 monitoring and reviewing the requirement for an internal audit function
 considering the appointment of the company’s external auditors overseeing the process for their selection and making recommendations
to the board in relation to their appointment and
 overseeing the relationship with the external auditor including approval of their remuneration agreeing the scope of the audit engagement
assessing their independence monitoring the provision of nonaudit services and considering their reports on the company’s ﬁnancial
statements and systems of internal control and risk management
the committee operates within agreed terms of reference which can be found on the company’s website
internal audit
the committee agreed in july 2006 to create an internal review function headed by a member of the group ﬁnance team who under the
control of the audit committee carries out a plan of detailed reviews throughout the operating companies where additional resource is
required this is sourced either from an external professional ﬁrm or by selecting divisional staff who carry out peer reviews in divisions other
than their own this internal review function does not represent an independent internal audit function as deﬁned by professional internal audit
standards but has been a signiﬁcant enhancement in the group’s internal control framework
independence of external auditors
the committee keeps under review the relationship with the external auditors including
 the independence and objectivity of the external auditors taking into account the relevant uk professional and regulatory requirements
and the relationship with the auditors as a whole including the provision of nonaudit and consulting services and
 the consideration of audit fees and any fees for nonaudit and consulting services
peter bertram
chairman of the audit committee
30 june 2009 36
the directors are responsible for preparing the annual report and the ﬁnancial statements in accordance with applicable law and regulations
company law requires the directors to prepare ﬁnancial statements for each ﬁnancial year under that law the directors are required to prepare
the group ﬁnancial statements in accordance with international financial reporting standards ifrss as adopted by the european union and
article 4 of the ias regulation and have also chosen to prepare the parent company ﬁnancial statements under ifrss as adopted by the eu
under company law the directors must not approve the accounts unless they are satisﬁed that they give a true and fair view of the state of
affairs of the company and of the proﬁt or loss of the company for that period in preparing these ﬁnancial statements international
accounting standard 1requires that directors
 properly select and apply accounting policies
 present information including accounting policies in a manner that provides relevant reliable comparable and
understandable information
 provide additional disclosures when compliance with the speciﬁc requirements in ifrss are insufﬁcient to enable users to understand the
impact of particular transactions other events and conditions on the entity’s ﬁnancial position and ﬁnancial performance and
 make an assessment of the company’s ability to continue as a going concern
the directors are responsible for keeping adequate accounting records that are sufﬁcient to show and explain the company’s transactions and
disclose with reasonable accuracy at any time the ﬁnancial position of the company and enable them to ensure that the ﬁnancial statements
comply with the companies act 2006 they are also responsible for safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities
the directors are responsible for the maintenance and integrity of the corporate and ﬁnancial information included on the company’s
website legislation in the united kingdom governing the preparation and dissemination of ﬁnancial statements may differ from legislation in
other jurisdictions
responsibility statement
we conﬁrm that to the best of our knowledge
 the ﬁnancial statements prepared in accordance with international financial reporting standards give a true and fair view of the assets
liabilities ﬁnancial position and proﬁt or loss of the company and the undertakings included in the consolidation taken as a whole and
 the management report which is incorporated into the directors’ report includes a fair review of the development and performance of the
business and the position of the company and the undertakings included in the consolidation taken as a whole together with a description
of the principal risks and uncertainties that they face
by order of the board
christopher humphrey
chief executive
30 june 2009
anite
annual report and accounts 2009 statement of directors’ responsibilities
section d
financial statements 37
independent auditors’ report to the members of anite plc
we have audited the group ﬁnancial statements of anite plc for the year ended 30 april 2009 which comprise consolidated income statement
the consolidated balance sheet the consolidated cash ﬂow statement the consolidated statement of changes in equity and the related notes
1 to 30 the ﬁnancial reporting framework that has been applied in their preparation is applicable law and international financial reporting
standards ifrss as adopted by the european union
this report is made solely to the company’s members as a body in accordance with sections 495 and 496 of the companies act 2006 our
audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditors’ report and for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other
than the company and the company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
as explained more fully in the directors’ responsibilities statement the directors are responsible for the preparation of the group ﬁnancial
statements and for being satisﬁed that they give a true and fair view our responsibility is to audit the group ﬁnancial statements in accordance
with applicable law and international standards on auditing uk and ireland those standards require us to comply with the auditing practices
board’s apb’s ethical standards for auditors
scope of the audit of the ﬁnancial statements
an audit involves obtaining evidence about the amounts and disclosures in the ﬁnancial statements sufﬁcient to give reasonable assurance that
the ﬁnancial statements are free from material misstatement whether caused by fraud or error this includes an assessment of whether the
accounting policies are appropriate to the group’s circumstances and have been consistently applied and adequately disclosed the
reasonableness of signiﬁcant accounting estimates made by the directors and the overall presentation of the ﬁnancial statements
opinion on ﬁnancial statements
in our opinion the group ﬁnancial statements
 give a true and fair view of the state of the group’s affairs as at 30 april 2009 and of its proﬁt for the year then ended
 have been properly prepared in accordance with ifrss as adopted by the european union and
 have been prepared in accordance with the requirements of the companies act 2006 and article 4 of the ias regulation
opinion on other matter prescribed by the companies act 2006
in our opinion the information given in the directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent
with the group ﬁnancial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following
under the companies act 2006 we are required to report to you if in our opinion
 certain disclosures of directors’ remuneration speciﬁed by law are not made or
 we have not received all the information and explanations we require for our audit
under the listing rules we are required to review
 the directors’ statement contained within the report of the directors in relation to going concern and
 the part of the corporate governance statement relating to the company’s compliance with the nine provisions of the 2006 combined
code speciﬁed for our review
other matter
we have reported separately on the parent company ﬁnancial statements of anite plc for the year ended and on the information in the
directors’ remuneration report that is described as having been audited
peter o’donoghue fca senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditors
london united kingdom
30 june 2009
anite
annual report and accounts 2009 independent auditors’ report group
section d
financial statements 2009 2008
note £000 £000
continuing operations
revenue 21 pg g po 92807
cost of sales jkojl 36900
gross proﬁt ll imj 55907
distribution costs hgnll 10133
research and development hiknk 16687
administrative expenses iimnj 18871
operating expenses 25 klpgi 45691
operating proﬁt before disposed businesses sharebased payments amortisation of
acquired intangible assets and restructuring costs 23 i g g kl 18709
disposed businesses 23 – 202
sharebased payments 8 h on k 1951
amortisation of acquired intangible assets 1 2 kgk g  3416
restructuring costs 26 knn g  3328
operating proﬁt 22 pj mh 10216
other gains and losses 3 h gln  108
finance income 5 h h pp 2932
finance charges 5 j gp g  3573
proﬁt from continuing operations before tax mkhj 9467
tax expense 9 h klk 2739
proﬁt from continuing operations kplp 6728
proﬁt from discontinued operations 4a j h j ok 6506
proﬁt for the year 6 j m j kj 13234
proﬁt attributable to equity holders of the parent jmjk j 13234
continuing and discontinued operations
earnings per share – basic 10 hh j p 38p
– diluted hgop 37p
continuing operations
earnings per share – basic 10 h lp 19p
– diluted hlp 19p
38
anite
annual report and accounts 2009 consolidated income statement
for the year ended 30 april 2009
section d
financial statements 39
2009 2008
note £000 £000
noncurrent assets
goodwill 11 m kkhl 78658
other intangible assets 12 imllj 30755
property plant and equipment 1 3 hg o pj 11653
deferred tax assets 24 h n jh 104
h g j lpi 121170
current assets
inventories 15 i i op 3885
trade and other receivables 16 ik i pn 53123
derivative ﬁnancial assets 22 n l 13
current tax assets joh 160
cash and cash equivalents 17 kn h nn 29374
nk i hp 86555
total assets hnnohh 207725
current liabilities
trade and other payables 1 8 i km pp 57617
bank borrowings 19 kpnp  4981
current tax payable n ij m 10283
derivative ﬁnancial liabilities 22 – 4328
provisions 25 lj op  4887
ki j gj 82096
noncurrent liabilities
bank borrowings 1 9 h kpjm 39843
deferred tax liabilities 24 m h oh  6356
derivative ﬁnancial liabilities 22 i kkon  11949
provisions 25 lppk 4937
lh lpo  63085
total liabilities pjpgh 145181
net assets ojph g 62544
equity
issued share capital 26 jj m kk 33854
share premium account ilkol 25406
own shares 26f j m ln  5132
merger reserve nii 6538
capital redemption reserve inkh 2485
other reserves lgo n 940
retained earnings jggm i 333
total equity ojph g 62544
approved by the board on 30 june 2009 and signed on its behalf by
c j humphrey
chief executive
30 june 2009
anite
annual report and accounts 2009 consolidated balance sheet
30 april 2009
section d
financial statements 40
issued share capital
share premium own merger redemption other retained
capital account shares reserve reserve reserves earnings total
£000 £000 £000 £000 £000 £000 £000 £000
balance at 1 may 2007 35325 25010 1019 6538 859 7 1764 64942
changes in equity for the year
to 30 april 2008
exchange differences arising
on translation of foreign operations –– ––– 25 – 25
cash ﬂow hedges taken to equity –– ––– 263 – 263
fair value losses on net
investment hedges net of foreign
exchange and tax
1
–– ––– 645 – 645
net loss recognised directly in equity –– ––– 933 – 933
proﬁt for the year –– ––– – 13234 13234
total recognised income and
expense for the year –– ––– 933 13234 12301
issue of share capital 155 396 –– ––– 551
purchase of own shares into treasury –– 4333 –– –– 4333
sale of own shares from treasury –– 220 –– – 220 –
dividend paid –– ––– – 3709 3709
share buy back and cancellation 1626 –– – 1626 – 7497 7497
recognition of sharebased payments
before tax –– ––– – 2294 2294
deferred tax related to sharebased
payments –– ––– – 2005 2005
balance at 30 april 2008 33854 25406 5132 6538 2485 940 333 62544
changes in equity for the year
to 30 april 2009
exchange differences arising
on translation of foreign operations
2
–– ––– 449 – 449
cash ﬂow hedges taken to equity –– ––– 1514 – 1514
fair value losses on net
investment hedges net of foreign
exchange and tax
1
–– ––– 3082 – 3082
net loss recognised directly in equity –– ––– 4147 – 4147
proﬁt for the year 36343 36343
total recognised income and
expense for the year –– ––– 4147 36343 32196
issue of share capital 46 79 –– ––– 125
purchase of own shares in treasury –– 195 –– –– 195
sale of own shares from treasury –– 1670 –– – 1670 –
dividends paid –– ––– – 12903 12903
utilisation of merger reserve –– – 5816 –– 5816 –
share buy back and cancellation 256 –– – 256 – 660 660
recognition of sharebased
payments before tax –– ––– – 2783 2783
deferred tax related to sharebased
payments –– ––– – 20 20
balance at 30 april 2009 jjmkk ilkol jmln nii inkh lgon jggmi ojphg
1 the net loss of £3082000 2008 £645000 comprises the fair value loss on the net investment hedge of £14124000 2008 £14807000 relating to the effective portion
of the crosscurrency swaps partly offset by the foreign exchange gains £10393000 2008 £10745000 and tax credit of £649000 2008 £3417000 totalling £11042000
2008 £14162000
2 includes amounts recycled through the income statement on disposal of businesses note 4b
anite
annual report and accounts 2009 consolidated statement of changes in equity
for the year ended 30 april 2009
section d
financial statements 41
2009 2008
note £000 £000
proﬁt for the year
continuing operations kplp 6728
discontinued operations jhjok 6506
jmj kj 13234
adjustments for
tax creditexpense – continuing and discontinued 9 h h pk 5049
proﬁt before tax on disposal of discontinued operations 4a i o h oi 3200
loss before tax on disposal of disposed businesses 3 – 65
hedge ineffectiveness on the net investment hedge 3 h g ln 43
finance charges – continuing and discontinued 5 h n ph 719
depreciation and impairment of property plant and equipment 1 3 j ljl 4583
amortisation and impairment of intangible assets 12 j m gl 5320
amortisation of acquired intangible assets 12 kg kg 3416
loss on disposal of property plant and equipment – 94
sharebased payments 8 i n oj 2294
decrease in provisions h pkm 1260
increase in provisions – restructuring costs knng –
operating cash ﬂows before movements in working capital immg i 30357
decrease in inventories hiko 624
decrease in receivables hljm g 2979
decrease in payables hklko 5613
movements in working capital igmg 2010
cash generated from operations before exceptional cash payments jhjhi 28347
cash payments for onerous property lease i ml g –
cash generated from operations iomm i 28347
interest received hipn 2104
interest paid i mm k 3699
income taxes paid j kh g 3928
net cash generated from operating activities ijool 22824
cash ﬂow from investing activities
proceeds from disposal of subsidiary undertakings ljoj l 8535
net bank balance disposed with subsidiary undertakings o jhl 677
increase in cash held in escrow related to acquisitions – 9471
net payments to previously closed businesses igh 492
deferred consideration paid – 2309
part settlement of crosscurrency swap o oo k 440
purchase of property plant and equipment j ho k 2781
proceeds from disposal of property plant and equipment j k 43
purchase of software licences 12 lkk 1080
expenditure on capitalised product development 12 h h ki  2982
net cash generated from investing activities jhlp p 7288
cash ﬂow from ﬁnancing activities
issue of ordinary share capital hil 551
share buy back for cancellation mmg 7497
purchase of own shares into treasury hpl 4333
dividend paid to company’s shareholders 27 h i pgj 3709
decrease in bank loans ilggg 5000
net cash used in ﬁnancing activities jomjj 19988
net increase in cash and cash equivalents 20 hm o lh 10124
effect of exchange rate changes pli 585
cash and cash equivalents at 1 may ipjnk 18665
cash and cash equivalents at 30 april 17 kn h nn 29374
discontinued operations include anite public sector 2008 anite deutschland which generated net operating cash inﬂows of £3406000 2008 outﬂow £4789000 paid £nil
2008 £16000 in respect of net returns on investment and servicing of ﬁnancing and paid £526000 2008 £714000 for capital expenditure
anite
annual report and accounts 2009 consolidated cash flow statement
for the year ended 30 april 2009
section d
financial statements 42
1 statement of accounting policies
a general information
anite plc is a company incorporated in the united kingdom under the companies act 2006 the consolidated ﬁnancial statements of the company
for the year ended 30 april 2009 comprise the company and its subsidiaries together referred to as the “group” the principal activities of the
company and its subsidiaries are described in note 14the ﬁnancial statements were authorised for issue by the directors on 1 july 2009 the ﬁnancial
statements are presented in pounds sterling because that is the currency of the primary economic environment in which the group operates
b basis of preparation
these consolidated ﬁnancial statements have been prepared in accordance with international financial reporting standards ifrs as adopted
by the european union and international financial reporting interpretations committee ifric interpretations and those parts of the companies
act 2006 applicable to companies reporting under ifrs therefore the group ﬁnancial statements comply with article 4 of eu ias regulations
the ﬁnancial statements have been prepared under the historical cost convention as modiﬁed by the revaluation of certain ﬁnancial instruments
the directors acknowledge the latest guidance on going concern these consolidated ﬁnancial statements have been prepared on a going
concern basis as set out on page 22 in the report of the directors
i critical accounting assumptions and judgements
the preparation of ﬁnancial statements in accordance with ifrs requires the use of certain critical accounting assumptions it also requires
management to exercise its judgement in the process of applying the group’s accounting policies the areas requiring a higher degree of
judgement or areas where assumptions and estimates are signiﬁcant to the consolidated ﬁnancial statements are discussed in the relevant
accounting policies under the following headings
1 goodwill note1e
2 intangible assets note 1fii and iii
3 revenue recognition note 1k
4 taxation note 1l
5 employee beneﬁts – sharebased compensation note1m and
6 provisions note 1p
ii ifric interpretations and amendmentsnew ifrs
the ifric interpretations and amendments to published standards that are effective in 2009 and those that are not yet effective are discussed
in section 1s below
the accounting policies set out below have been applied consistently to all periods presented in these consolidated ﬁnancial statements
c basis of consolidation
the group ﬁnancial statements consolidate the ﬁnancial statements of the company and entities controlled by the company all of which are
made up to 30 april each year the results of companies acquired or sold during the year are consolidated for the periods from or to the date on
which control passed control is achieved where the company has the power directly or indirectly to govern the ﬁnancial and operating
policies of an investee entity so as to obtain beneﬁts from its activities in assessing control potential voting rights that presently are
exercisable or convertible are taken into account acquisitions are accounted for under the acquisition method the results of subsidiaries
disposed in the year are included in the consolidated income statement up to the effective date of disposal
on acquisition the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition
any excess of the cost of acquisition over the fair values of the identiﬁable net assets acquired is recognised as goodwill any deﬁcit in the cost
of acquisition below the fair values of the identiﬁable net assets acquired ie discount on acquisition is credited to the income statement in
the period of acquisition
where necessary adjustments are made to the ﬁnancial statements of subsidiaries to bring the accounting policies used into line with those
used by the group all intercompany transactions and balances between group enterprises are eliminated on consolidation
d foreign currency
transactions in currencies other than the functional currency of the entity are recorded at the rates of exchange at the dates of the
transactions at each balance sheet date monetary assets and liabilities denominated in foreign currencies are retranslated at the rates of
exchange prevailing at that date nonmonetary assets and liabilities carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the date when the fair value was determined
the exchange differences arising on retranslation are taken to the income statement except for exchange differences arising on nonmonetary
assets and liabilities where the changes in fair value are recognised directly in equity
the results of overseas operations are translated at the average rates of exchange during the period and their balance sheets at the rates ruling at the
balance sheet date exchange differences arising on translation of the opening net assets and results of overseas operations and on foreign currency
borrowings to the extent that they hedge the group’s investment in such operations are recognised directly in the hedging and translation
reserve account “other reserves”
anite
annual report and accounts 2009 notes to the accounts
section d
financial statements 43
1 statement of accounting policiescontinued
d foreign currency continued
any differences that have arisen since 1 may 2004 the date of transition to ifrs are included in the retained earnings account such translation
differences are recognised as income or as expenses in the period in which the operation is disposed of
the group has elected to treat goodwill and fair value adjustments arising on acquisitions before the date of transition to ifrs as sterling
denominated assets and liabilities
e goodwill
goodwill arising on consolidation represents the excess of the cost of acquisition over the group’s interest in the fair value of the identiﬁable
assets and liabilities of a subsidiary associate or jointly controlled entity at the date of acquisition
goodwill is recognised as an asset and reviewed for impairment at least annually any impairment is recognised immediately in the income
statement and is not subsequently reversed
on disposal or closure of a previously acquired business the attributable amount of goodwill previously written off to reserves is included
in determining the proﬁt or loss on disposal or closure
goodwill arising prior to the transition to ifrs has been recognised and measured in accordance with uk gaap but no longer amortised
accounting assumptions and judgements
the determination of whether or not goodwill has been impaired requires an estimate to be made of the value in use of the cashgenerating
units cgu to which goodwill has been allocated the value in use calculation includes estimates about the future ﬁnancial performance
of the cashgenerating units including management’s estimates of longterm operating margins and longterm growth rates the carrying amount
of goodwill and the key assumptions used in the calculation of value in use of cgus to which goodwill is attributed are disclosed in note 11
f intangible assets
i software licences
software licences are initially measured at cost cost includes the purchase price of the assets and the directly attributable costs of bringing the
asset into its intended use after initial recognition the intangible asset is carried at cost less accumulated amortisation less any accumulated
impairment losses amortisation is charged evenly over the assets’ estimated useful life
ii separately identiﬁable intangible assets arising on business combinations
separately identiﬁable intangible assets such as customer relations technology and in process rd are recognised only when the assets meet
the following conditions
a meet the separately identiﬁable criteria below
b are controlled by the acquiring company
c provide a probable source of future economic beneﬁts and
d the fair value can be measured reliably
the criteria to be separately identiﬁable are met when the intangible asset
i is capable of being separated from the acquired business and
ii arises from contractual or legal rights regardless of whether those rights are transferable or separable from the acquired company or other
rights and obligations
the amortisation period ranges from ﬁve to ten years and is based on equal annual instalments over the assets’ estimated useful life
accounting assumptions and judgements
the assessment of the future economic beneﬁts generated by these separately identiﬁable intangible assets and the determination of its
amortisation proﬁle involve a signiﬁcant degree of judgement based on management estimation of future potential revenue and proﬁt and the
useful life of the assets reviews are performed regularly to ensure the recoverability of these intangible assets
iii research and development expenditure
expenditure on research activities as deﬁned in ifrs is recognised in the income statement as an expense as incurred
expenditure on internally generated intangible assets arising from the group’s development activities is recognised only when both the
identiﬁcation and recognition criteria as deﬁned in ias38 for an intangible asset and the following six criteria are met
1 the technical feasibility of completing the asset so that it will be available for use has been achieved
2 the group has the intention to complete the asset and use or sell it
3 the group has the ability to use or sell the asset
4 it is probable that the asset created will generate future economic beneﬁts
5 adequate technical ﬁnancial and other resources are available to complete the development and to use or sell the asset and
6 the development cost of the asset can be measured reliably
if these conditions are not met such development expenditure is recognised as an expense in the period in which it is incurred
anite
annual report and accounts 2009
section d
financial statements 44
1 statement of accounting policiescontinued
f intangible assets continued
iii research and development expenditure continued
the qualifying expenditure capitalised represents costs directly attributable to the development of the asset this expenditure is capitalised
from the point at which the above criteria are met up to the point at which the product is in use internally generated intangible assets
including capitalised development costs are amortised on a straightline basis over their useful lives which management estimate to be
no more than three years
accounting assumptions and judgements
the assessment that the internally generated assets will generate future economic beneﬁts relies on the management’s estimation of future cash
ﬂow streams of these assets the technical feasibility of the assets involves a degree of management’s judgement as to when this is achieved
management’s assessment regarding the useful lives of capitalised development costs is based upon the typical product life cycle for similar
assets in the market adjusted by the risks associated with each capitalised development project
g property plant and equipment and depreciation
land and buildings ofﬁce equipment and ﬁxtures and ﬁttings computer equipment and vehicles are stated at cost net of accumulated
depreciation and any recognised impairment loss
depreciation is provided on all tangible ﬁxed assets and freehold properties at rates calculated to write off the cost over the estimated useful
lives on a straightline basis as follows
freehold properties 2 per annum of cost excluding land
short leasehold properties length of lease
ofﬁce equipment and ﬁxtures and ﬁttings 10 to 50 per annum of cost
vehicles 25 per annum of cost
computer equipment 33 per annum of cost
costs relating to short leasehold properties ofﬁce equipment and ﬁxtures and ﬁttings and vehicles are included in the “plant ﬁxtures
equipment and motor vehicles” category see note 13
the gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in income
h impairment of tangible and intangible assets excluding goodwill
at each balance sheet date the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss if any such indication exists the recoverable amount of the asset is estimated in
order to determine the extent of the impairment loss if any where the asset does not generate cash ﬂows that are independent from other
assets the group estimates the recoverable amount of the cashgenerating unit to which the asset belongs any tangible or intangible asset
with an indeﬁnite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired
recoverable amount is the higher of fair value less costs to sell and value in use in assessing value in use the estimated future cash ﬂows are
discounted to their present value using a pretax discount rate that reﬂects current market assessments of the time value of money and the
risks speciﬁc to the asset for which the estimates of future cash ﬂows have not been adjusted
if the recoverable amount of an asset or cashgenerating unit is estimated to be less than its carrying amount the carrying amount of the
asset or cashgenerating unit is reduced to its recoverable amount an impairment loss is recognised as an expense immediately unless the
relevant asset is carried at a revalued amount in which case the impairment loss is treated as a revaluation decrease
where an impairment loss subsequently reverses the carrying amount of the asset cashgenerating unit is increased to the revised estimate
of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset or cashgenerating unit in prior years a reversal of an impairment loss is recognised as
income immediately unless the relevant asset is carried at a revalued amount in which case the reversal of the impairment loss is treated as a
revaluation increase
i other investments
other investments are stated at cost less provision for any impairment
j inventories and work in progress
inventories and shortterm work in progress are stated at the lower of cost and net realisable value costs include materials and where
relevant direct labour and appropriate overheads that have been incurred in bringing the inventories and work in progress to their present
location and condition net realisable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing selling and distribution
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 45
1 statement of accounting policiescontinued
k revenue recognition
revenue from the sale of software relates mainly to perpetual licences which provide the customer with the right to use the group’s products
where any associated services are not essential to the functionality of the software then the software revenue is recognised when the following
conditions are met
 persuasive evidence that an arrangement exists
 the company’s fee is ﬁxed or determinable and
 collection is probable
revenue is recognised on delivery with a retention to be recognised on acceptance or otherwise as performance is deﬁned in the relevant
customer contract
revenue generated from ﬁxed price contracts including relevant licence fees where service essential to the functionality of the software is
being performed is recognised on a percentage of completion basis over the life of the contract provision is made for any expected losses on
uncompleted contracts amounts recoverable on ﬁxed price contracts which are included in debtors are stated at the net sales value of the
work done less amounts received as progress payments on account excess progress payments are included in creditors as payments on
account cumulative costs incurred net of amounts transferred to cost of sales less provisions for contingencies and anticipated future losses
on contracts are included as ﬁxed price contract balances in work in progress
contracts which meet the deﬁnition of construction contract are disclosed separately as “amount due from construction customers” in “trade
and other receivables” or “amount due to construction customers” in “trade and other payables” as required under ias 11 “construction
contracts” see note 21 for more details
revenue generated from time and material contracts is recognised in line with when the work is performed
maintenance revenue is generally recognised on a straightline basis over the life of the related agreement taking into account any free
maintenance periods
managed services revenue is recognised over the life of the contract costs incurred on a contract from third parties which are directly related
to the contract are capitalised and recognised over the life of the contract contract proﬁtability is regularly reviewed and if necessary
provision for any forecast loss arising is made sales operational and administrative costs are written off as incurred
all ﬁnance income is recognised in the income statement in the period in which it arises
accounting assumptions and judgements
the revenue and proﬁt of ﬁxed price contracts is recognised on a percentage of completion basis when the outcome of a contract can be
estimated reliably management exercises judgement in determining whether a contract’s outcome can be estimated reliably management
also makes estimates of the total cost of professional services or in some instances total contract costs which are used in determining the
value of amounts recoverable on contracts and any related provisions required for onerous contracts estimates are continually revised based
on changes in the facts relating to each contract
the carrying amount of amounts recoverable on contracts is disclosed in note 21
management has exercised a degree of judgement in formulating a set of criteria used for determining when revenue that involves several
deliverable elements should be recognised on a bundled or unbundled basis
l taxation
the tax expense represents the sum of tax currently payable and deferred tax
the tax currently payable is based on taxable proﬁt for the year taxable proﬁt differs from net proﬁt as reported in the income statement because
it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or
deductible the liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date
deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
ﬁnancial statements and the corresponding tax bases used in the computation of taxable proﬁt and is accounted for using the balance sheet
liability method deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to
the extent that it is probable that taxable proﬁts will be available against which deductible temporary differences can be utilised such assets
and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition other than in a business
combination of other assets and liabilities in a transaction that affects neither the tax proﬁt nor the accounting proﬁt
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates and interests in
joint ventures except where the group is able to control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future
anite
annual report and accounts 2009
section d
financial statements 46
1 statement of accounting policiescontinued
l taxation continued
the carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that
sufﬁcient taxable proﬁts will be available to allow all or part of the asset to be recovered
deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised deferred
tax is charged or credited in the income statement except when it relates to items charged or credited directly to equity in which case the
deferred tax is also dealt with in equity
accounting assumptions and judgements
in recognising income tax assets and liabilities management makes estimates of the likely outcome of decisions by tax authorities on
transactions and events whose treatment for tax purposes is uncertain where the ﬁnal outcome of such matters is different or expected to be
different from previous assessments made by management a change to the carrying value of income tax assets and liabilities will be recorded
in the period in which such a determination is made the carrying values of current tax and deferred tax assets and liabilities are disclosed
separately in the consolidated balance sheet
m employee beneﬁts
i retirement beneﬁt costs
payments to deﬁned contribution retirement beneﬁt schemes are charged as an expense as they fall due payments made to statemanaged
retirement beneﬁt schemes are dealt with as payments to deﬁned contribution schemes where the group’s obligations under the schemes are
equivalent to those arising in a deﬁned contribution retirement beneﬁt scheme the group has no deﬁned beneﬁt schemes
ii sharebased compensation
the group has applied the requirements of ifrs 2 “sharebased payments” in accordance with the transitional provisions ifrs 2 has been
applied to all grants of equity instruments after 7 november 2002 that were unvested as of 1 january 2005
the group operates several equitysettled sharebased payments plans for its employees the fair value of shares determined at the grant date
of the equitysettled sharebased payment is recognised as an expense on a straightline basis over the vesting period
the group operates an inland revenue approved employee share option scheme “saye scheme” which allows employees the ability to
purchase the group’s ordinary shares at a discount to the current market value the group records an expense based on its best estimate of the
fair value of the discount related to shares expected to vest on a straightline basis over the vesting period
the group has granted executive options which include approved option plans and longterm incentive plans the grant price is normally equal
to the average quoted market price of the group shares on the date of grant the vesting period is generally three to ten years if the options
remain unexercised after a period of ten years from the date of grant the options expire furthermore options are forfeited if the employee
leaves the group before the options vest unless the employee meets certain “good leaver” conditions
accounting assumptions and judgements
the fair value of the saye scheme and executive option scheme is measured by using the blackscholes and a stochastic model namely the
montecarlo pricing model respectively the total amount of this fair value to be expensed rateably over the vesting period is determined by
reference to the fair value of the options at the grant date excluding the impact of any nonmarket vesting conditions such as proﬁt targets
nonmarket vesting conditions are included in assumptions about the number of options that are expected to become exercisable or the
number of shares that the employee will ultimately receive this estimate is revised at each balance sheet date and the difference is charged or
credited to the income statement with a corresponding adjustment to equity
market vesting conditions such as tsr targets are factored into the fair value of the option and therefore no subsequent adjustments will be
made if performance conditions are not met
the proceeds received on exercise of the options net of any directly attributable transaction costs are credited to equity
for more details on the assumptions made in the valuation see note 8
n financial instruments
financial assets and ﬁnancial liabilities are recognised on the group’s balance sheet when the group becomes a party to the contractual
provisions of the instrument
i trade and other debtors
trade and other debtors do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated
irrecoverable amounts
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 47
1 statement of accounting policies continued
n financial instruments continued
ii investments
investments are recognised and derecognised on a tradedate where a purchase or sale of an investment is under a contract whose terms
require delivery of the investment within the timeframe established by the market concerned and are initially measured at cost including
transaction costs
investments are classiﬁed as either heldfortrading or availableforsale and are measured at subsequent reporting dates at fair value
where securities are held for trading purposes gains and losses arising from changes in fair value are included in net proﬁt or loss for the period
for availableforsale investments gains and losses arising from changes in fair value are recognised directly in equity until the security is
disposed of or is determined to be impaired at which time the cumulative gain or loss previously recognised in equity is included in the net
proﬁt or loss for the period
iii financial liabilities and equity
financial liabilities and equity instruments are classiﬁed according to the substance of the contractual arrangements entered into an equity
instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities
iv bank borrowings
interestbearing bank loans and overdrafts are recorded at the proceeds received net of direct issue costs finance charges including premiums
payable on settlement or redemption and direct issue costs are accounted for on an accruals basis to the income statement using the effective
interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise
v trade payables
trade payables are not interestbearing and are stated at their nominal value
vi equity instruments
equity instruments issued by the company are recorded at the proceeds received net of direct issue costs
o derivative ﬁnancial instruments and hedge accounting
the group’s activities expose it primarily to the ﬁnancial risks of changes in foreign currency exchange rates and interest rates the group does
not enter into speculative derivative contracts and all such instruments if used by the group are for hedging purposes to alter the risk proﬁle
of an existing underlying exposure to the group in line with the group’s risk management policies
the use of ﬁnancial derivatives is governed by the group’s policies approved by the board of directors which provide written principles on the
use of ﬁnancial derivatives
cash ﬂow hedge
changes in the fair value of derivative ﬁnancial instruments that are designated and effective as hedges of future cash ﬂows are recognised
directly in equity and the ineffective portion is recognised immediately in the income statement if the cash ﬂow hedge of a ﬁrm commitment
or forecast transaction results in the recognition of an asset or a liability then at the time the asset or liability is recognised the associated
gains or losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or liability
for hedges that do not result in the recognition of an asset or a liability amounts deferred in equity are recognised in the income statement
in the same period in which the hedged item affects net proﬁt or loss
fair value hedge
for an effective hedge of an exposure to changes in the fair value the hedged item is adjusted for changes in fair value attributable to the risk
being hedged with the corresponding entry in proﬁt or loss gains or losses from remeasuring the derivative or for nonderivatives the foreign
currency component of its carrying amount are recognised in proﬁt or loss
changes in the fair value of derivative ﬁnancial instruments that do not qualify for hedge accounting are recognised in the income statement
as they arise
discontinued hedge accounting
hedge accounting is discontinued when the hedging instrument expires or is sold terminated or exercised or no longer qualiﬁes for hedge
accounting at that time any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast
transaction occurs if a hedged transaction is no longer expected to occur the net cumulative gain or loss recognised in equity is transferred
to net proﬁt or loss for the period
anite
annual report and accounts 2009
section d
financial statements 48
1 statement of accounting policies continued
o derivative ﬁnancial instruments and hedge accounting continued
hedges of net investments in foreign operations
hedges of net investments in foreign operations are accounted for in a similar way to cash ﬂow hedges any gain or loss on the hedging
instrument relating to the effective portion of the hedge is recognised in the hedging and translation reserve account “other reserves”
the gain or loss relating to the ineffective portion is recognised immediately in proﬁt or loss under the heading of “other gains and losses”
gains or losses deferred in the foreign currency translation reserve are recognised immediately in proﬁt or loss on disposal of the foreign
operation
embedded derivatives
derivatives embedded in other ﬁnancial instruments or other host contracts are treated as separate derivatives when their risks and
characteristics are not closely related to those of host contracts and the host contracts are not carried at fair value with unrealised gains
or losses reported in the income statement
p provisions
provisions for warranties onerous contracts vacant properties with outstanding leases to settle restructuring costs and legal claims are
recognised when the group has a present legal or constructive obligation as a result of past events this is where in management’s view it is more
likely than not that an outﬂow of resources will be required to settle the obligation and the amount has been reliably estimated restructuring
provisions comprise unexpired future lease payments employee termination payments and removal costs provisions for restructuring costs
are recognised when the group has a detailed formal plan for the restructuring that has been communicated to affected parties
deferred consideration provision is management’s best estimate of the contingent consideration payable to vendors which may be subject to
change as this is dependent on the fulﬁlment of certain performance targets of the businesses acquired
property provisions are established on a propertybyproperty basis to meet the estimated liabilities including dilapidations the provision
covers all ongoing unavoidable costs net of rental income provisions are not recognised for future operating losses
q operating proﬁt from continuing operations
operating proﬁt from continuing operations is stated after charging restructuring costs but before ﬁnance income or charges and before other
gains or losses
r leasing
leases are classiﬁed as ﬁnance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee
all other leases are classiﬁed as operating leases
assets held under ﬁnance leases are recognised as assets of the group at their fair value or if lower at the present value of the minimum lease
payments each determined at the inception of the lease the corresponding liability to the lessor is included in the balance sheet as a ﬁnance
lease obligation lease payments are apportioned between ﬁnance charges and reduction of the lease obligation so as to achieve a constant rate
of interest on the remaining balance of the liability finance charges are charged directly against income unless they are directly attributable
to qualifying assets in which case they are capitalised in accordance with the group’s general policy on borrowing costs see above
rentals payable under operating leases are charged to income on a straightline basis over the term of the relevant lease
beneﬁts received and receivable as an incentive to enter into an operating lease are also spread on a straightline basis over the lease term
rental income from operating leases is recognised on a straightline basis over the term of the relevant lease
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 49
1 statement of accounting policiescontinued
s adoption of ifric interpretations new and amendments to ifrs
– applicable for the group’s accounting periods beginning on or after 1 may 2008
at the date of approval of these ﬁnancial statements the following standards interpretations and amendments thereto were issued that are
mandatory for the group’s accounting periods beginning on or after 1 may 2008 management assessed the relevance of these amendments
and interpretations and concluded that they are neither relevant nor material to the group or resulted in additional disclosures
international financial reporting interpretations committee ifric interpretations
 ifric 12 service concession arrangements
 ifric 13 customer loyalty programmes
 ifric 14 ias 19 the limit on a deﬁned beneﬁt asset minimum funding requirements and their interaction
 ifric 15 agreements for the construction of real estate
 ifric 16 hedges of a net investment in a foreign operation
amendments to existing standards
 improvements to ifrss in may 2008 – amendments that result in accounting changes for presentation recognition or measurement purposes
 ifrs 3 revised business combinations
 ias 27 revised consolidated and separate financial statements
– applicable for the group’s accounting periods beginning on or after 1 may 2009
at the date of approval of these ﬁnancial statements the following standards interpretations and amendments thereto were issued that are
mandatory for the group’s accounting periods beginning on or after 1 may 2009 the group has not adopted early any of these new
pronouncements that may be relevant to the group
international financial reporting interpretations committee ifric interpretations
 ifric 17 distributions of noncash assets to owners
 ifric 18 transfers of assets from customers
amendments to existing standards
 improvements to ifrss in april 2009 – amendments that result in accounting changes for presentation recognition or measurement purposes
 ifrs 7 financial instruments disclosures
international financial reporting standards ifrs
 ifrs 8 operating segments
2 revenue and segmental information
2 1 revenue from continuing and discontinued operations
2009 2008
note £000 £000
own product software licences jhgjn 32090
bespoke services systems integration and implementation of software products opoj 9971
managed services hggop 10240
software maintenance and support ihkgl 20640
sale of thirdparty products and services hmiok 18707
other – contract settlement ijgg –
continuing operations excluding disposed businesses pggpo 91648
disposed businesses
1
– 1159
revenue from continuing operations 22 pggpo 92807
finance income 5 hhpp 2932
total revenue from continuing operations phipn 95739
discontinued operations
revenue 22 ioohg 64428
finance income 5 hgg 98
total revenue higign 160265
1 disposed businesses comprise the operating results of continuing operations which have ceased during the year and which do not meet the deﬁnition of discontinued operations
under ifrs 5
anite
annual report and accounts 2009
section d
financial statements 50
2 revenue and segmental information continued
22 business segments – primary basis
the group is organised into two business segments wireless and travel
these two business segments are the group’s primary reporting format for segment information during the period anite public sector holdings ltd
and its subsidiaries “anite public sector” were sold its results are included as a discontinued operation and details are disclosed in note 4
segmental information under the primary reporting format is as disclosed in the table below
wireless travel unallocated items total
2009 2008 2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000 £000 £000
revenue
– continuing businesses
1
lopoo 60410 jhign 31598 – – pghpl 92008
– intersegment revenue
2
– – pn 360 – – pn 360
lopoo 60410 jhhhg 31238 – – pggpo 91648
– disposed businesses
3
– – – 1159 – – – 1159
revenue
– continuing operations lopoo 60410 jhhhg 32397 – – pggpo 92807
– discontinued operations
3
– – – – – – ioohg 64428
total revenue lopoo 60410 jhhhg 32397 – – hhopgo 157235
continuing operations
segment proﬁt
– continuing businesses
1
hjnlo 11277 pihj 8217 kogg 2736 hohnh 16758
– disposed businesses
3
– – – 202 – – – 202
operating proﬁt for continuing
operations before amortisation
and restructuring costs hjnlo 11277 pihj 8419 kogg 2736 hohnh 16960
amortisation of acquired
intangible assets kgkg 3416 – – – – kgkg 3416
restructuring costs hjp 3328 – – kpgp – knng 3328
segment operating proﬁt poln 4533 pihj 8419 pngp 2736 pjmh 10216
other gains and losses note 3 – – – 65 hgln 43 hgln 108
finance charges note 5 – – – – hoph 641 hoph 641
proﬁt from continuing operations
before tax poln 4533 pihj 8354 himln 3420 mkhj 9467
tax expense – – – – hklk 2739 hklk 2739
proﬁt from continuing operations poln 4533 pihj 8354 hkhhh 6159 kplp 6728
discontinued operations
operating proﬁt from
discontinued operations note 4a klk 5694
proﬁt on sale of discontinued operations note 4a iohoi 3200
finance income note 5 hgg 78
proﬁt from discontinued operations ionjm 8816
tax charge imko 2310
proﬁt from discontinued operations jhjok 6506
proﬁt for the year jmjkj 13234
proﬁt for the period is stated after
capitalisation of development costs “dc” omp 2309 – – – – omp 2309
amortisation of dc holl 2309 – – – – holl 2309
net amortisation of dc pom – – – – – pom –
1 continuing businesses comprise operating results of continuing operations before the operating results of disposed businesses
2 intersegment revenues are charged at prevailing market rates
3 disposed businesses comprise the operating results of continuing operations which have ceased during the year and which do not meet the deﬁnition of discontinued operations
under ifrs 5
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 51
2 revenue and segmental information continued
other information
wireless travel unallocated items total
2009 2008 2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000 £000 £000
capital additions hpjp 4608 imjg 677 pph 2499 llmg 7784
depreciation and
intangible amortisation oklp 10007 ohg 376 hphg 2936 hhhnp 13319
balance sheet
assets
segment assets pnpnp 94440 hhlho 12449 mojhk 100836 hnnohh 207725
liabilities
segment liabilities hmpoi 14143 lmpo 7582 nhiig 123456 pjpgg 145181
23 business segments – continuing operations
wireless travel unallocated items total
2009 2008 2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000 £000 £000
revenue
– continuing before
disposed businesses lopoo 60410 jhhhg 31238 – – pggpo 91648
adjusted operating proﬁt
1
hjppi 11768 plki 8461 jkop 1520 iggkl 18709
net ﬁnance charges before
exchange gain note 5 – – – – hoph 1923 hoph 1923
adjusted proﬁt
1
before tax hjppi 11768 plki 8461 ljog 3443 hohlk 16786
restructuring costs note 26 hjp 3328 – – kpgp – knng 3328
sharebased payments note 8 ijk 491 jip 244 hjhh 1216 honk 1951
amortisation of acquired
intangible assets kgkg 3416 – – – – kgkg 3416
net ﬁnance charge –
exchange gain note 5 – – – – – 1282 – 1282
other gains and losses note 3 – – – – hgln 43 hgln 43
segment operating proﬁt before
disposed businesses and tax poln 4533 pihj 8217 himln 3420 mkhj 9330
disposed businesses
– operating proﬁt – – – 202 – – – 202
– other gains and losses note 3 –– – 65 – – – 65
proﬁt from continuing operations
before tax note 22 poln 4533 pihj 8354 himln 3420 mkhj 9467
1 continuing operations before disposed businesses sharebased payments amortisation of acquired intangible assets other gains and losses and restructuring costs
this additional information has been disclosed to give a clearer understanding of the results of the business segments before and after nontrading and oneoff items
anite
annual report and accounts 2009
section d
financial statements 52
2 revenue and segmental information continued
24 geographical segment – secondary basis
the two business segments operate in four principal geographical areas as set out below
the following analysis of the group’s revenue is based on the geographical location of customers irrespective of the origin of the goods or
services the corresponding segment assets are based on the geographical location of the assets
revenue revenue revenue
continuing operations discontinued operations total
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
europe – united kingdom ilgjk 30581 ioipj 61280 lj ji n 91861
europe – other iinip 23001 ji j 2624 ij gli 25625
north america hppok 15437 ng 279 igglk 15716
rest of the world iijlh 23788 hik 245 ii kn l 24033
pg gpo 92807 ioo h g 64428 h h o pgo 157235
additions to property
carrying amount of plant and equipment
segment assets and intangible assets
2009 2008 2009 2008
£000 £000 £000 £000
europe – united kingdom mpppl 110541 ljli 7237
europe – other oljmg 78256 hjp 298
north america iilhj 17351 m 8
rest of the world i ko l 1577 mj 241
ho g j lj 207725 llmg 7784
25 operating expenses
2009 2008
note £000 £000
distribution costs
– amortisation of acquired intangible assets iijk 1900
– other olih 8233
h g n ll 10133
research and development
– amortisation of internally generated assets holl 2309
– other opli 10388
h g o gn 12697
– amortisation of acquired intangible assets hogm 1516
– restructuring costs hjp 2474
h i knk 16687
administrative expenses
– restructuring costs kpgp 854
– sharebased payments honk 1951
– other hlopg 16066
i i m nj 18871
total operating expenses klpgi 45691
analysed as
– amortisation of acquired intangible assets 12 kg kg 3416
– amortisation of internally generated assets 12 h o ll 2309
– restructuring costs 26 kn ng 3328
– sharebased payments honk 1951
– other jjjmj 34687
klpgi 45691
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 53
2 revenue and segmental information continued
26 restructuring costs
as a result of the disposal of anite public sector the head ofﬁce property at 353 buckingham avenue slough will be underutilised due to the
relocation of anite public sector staff in light of the current market conditions for ofﬁce space there is uncertainty over whether the group will
be able to utilise or sublet the empty space in the near future although management are actively seeking to mitigate this a provision has been
established in the current period in accordance with ias37 “provisions contingent liabilities and contingent assets”
the provision in the prior period relates to the restructuring of the wireless division this provision includes the impact of both asset write
downs of the ownplatform development costs and other costs of restructuring and redundancy
2009 2008
£000 £000
net property provision established kpgp –
cost of exiting ownplatform development hjp 2474
other restructuringredundancy costs – 854
kn ng 3328
3 other gains and losses
2009 2008
£000 £000
hedge ineffectiveness on the net investment hedge h gln 43
loss on sale of disposed business – 65
h g ln  108
the losses arising due to ineffectiveness on the net investment hedge are derived from the differences in the movement in the fair value of the
crosscurrency swap taken out to hedge the net investment in anite finland ltd and the hypothetical derivative that represented the market
value of the swap on the date of designation
the other gains and losses for the year ended 30 april 2008 relate to the loss on the disposal of anite travel systems ab ltd within the travel
business segment
anite
annual report and accounts 2009
section d
financial statements 54
4 discontinued operations
a discontinued operations
the group completed its disposal of the anite public sector division with the sale of its 100 interest in the ordinary share capital of anite
public sector holdings ltd and its subsidiaries on 31 october 2008
the proﬁts in respect of the disposal of anite public sector are set out below the operating proﬁt before interest of anite public sector up to the
date of the disposal was £467000 2008 £5598000 these results including other discontinued businesses are shown in the results below
2009 2008
note £000 £000
proﬁt after tax for the year from discontinued operations
revenue ioohg 64428
cost of sales hmjij 35731
gross proﬁt hikon 28697
operating expenses higjj 23003
operating proﬁt before interest klk 5694
finance incomecharge hgg 78
proﬁt before tax llk 5616
tax charge koo 1110
proﬁt after tax mm 4506
proﬁt on sale of discontinued operations
net movement in provision in relation to previously discontinued operations lnk 1935
proﬁt on disposal of anite public sector 4b inmgo –
proﬁt on disposal of anite deutschland 4b – 1265
net proﬁt before tax on sale of discontinued operations iohoi 3200
tax charge on the proﬁt on sale of discontinued operations – 1200
tax credit relating to activities discontinued in prior years jhjm –
proﬁt after tax on sale of discontinued operations jhjho 2000
total jhjok 6506
b sale of discontinued operations
the net assets and consideration in respect of the disposal of anite public sector 2008 anite deutschland are set out below
2009 2008
£000 £000
anite public sector anite deutschland
goodwill iiihg 4000
intangible assets hmnl 91
property plant and equipment hhji 87
current assets hkgik 2716
cash and cash equivalents ojhl 397
current liabilities iglkh 1220
provisions pil 170
net assets ilopg 5901
recycled foreign exchange jmj 38
proﬁt on disposal inmgo 1265
net consideration ljhjl 7204
relating to
cash consideration lmnoj 8000
disposal costs jmko 796
ljhjl 7204
net cash ﬂows in respect of the disposal of operations are as follows
cash received net of disposal costs paid ljojl 7204
cash and cash equivalents sold ojhl 397
kllig 6807
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 55
5 net ﬁnance chargeincome
continuing operations discontinued operations total
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
finance income
interest receivable and similar income pi 106 – – pi 106
interest on shortterm deposits hhgn 614 hgg 98 hign 712
exchange gain on translation of the
cash deposit held in escrow – 1282 – – – 1282
gains on ﬁnancial instruments
in a hedging relationship
– interest rate swaps and caps – cash ﬂow hedges – 76 – – – 76
– crosscurrency swaps – net investment hedge – 694 – – – 694
others – 160 – – – 160
hhpp 2932 hgg 98 hipp 3030
finance charges
bank loans and overdrafts
1
igij 3305 – 157 igij 3462
other loanscommitment fees hgh 118 – 19 hgh 137
losses on ﬁnancial instruments
in a hedging relationship
– interest rate swaps and caps – cash ﬂow hedges hih – – – hih –
– crosscurrency swaps – net investment hedge mjo – – – mjo –
unwinding of discount on provisions
2
ign 150 – – ign 150
jgpg 3573 – 176 jgpg 3749
net ﬁnance chargeincome hoph 641 hgg 78 hnph 719
1 finance charges on bank loans and overdrafts include amortisation of issue costs of £91000 2008 £385000
2 the unwinding of discount on provisions note 25 relates to property and deferred consideration provisions
6 proﬁt for the year
proﬁt for the year is stated after chargingcrediting
2009 2008
note £000 £000
depreciation of property plant and equipment 2008 excluding restructuring – impairment £443000 13 jljl 4140
amortisation of intangible software licences 12 npg 750
amortisation of acquired intangibles assets 12 kgkg 3416
amortisation of internally generated assets 2008 excluding restructuring – impairment £475000 12 iohl 4095
loss on disposal of property plant and equipment – 94
restructuring costs 26 knng 3328
research and development costs excluding amortisation
of acquired intangible assets and restructuring costs hgpmh 14350
cost of inventories recognised as expense mhhn 10703
staff costs 7 limhl 70677
foreign exchange gains igmh 1212
net chargecredit arising from movements in the property provision koj 75
anite
annual report and accounts 2009
section d
financial statements 56
6 proﬁt for the year continued
during the year the group obtained the following services from the group’s auditors
2009 2008
£000 £000
fees payable to the company’s auditors for the audit of
– the company’s annual accounts hjp 154
– the company’s subsidiaries pursuant to legislation hih 231
– fees in respect of prior year – 50
total audit fees img 435
fees payable to the company’s auditors for
– other services pursuant to legislation mo 84
– transaction support
1
j kj 25
– tax support il –
– remuneration benchmarking services – 61
total nonaudit fees kjm 170
1 this is in connection with acquisition and disposal activities carried out during the year
total fees payable to other auditors in relation to the statutory audits of subsidiary companies amount to £21000 2008 £29000 nonaudit fees payable to other auditors
in relation to tax and other services were £24000 2008 £154000
7 staff costs
the average number of persons employed including executive directors was as follows
2009 2008
number number
europe – united kingdom mog 1068
europe – other lj 90
north america im 29
rest of the world ko 37
o gn 1224
the amount charged in arriving at the operating proﬁt for both the continuing and discontinued operations for the year in respect of all
employees was as follows
2009 2008
£000 £000
wages and salaries ki ok j 58073
social security costs jppi 5986
sharebased payments inoj 2294
pension costs ippn 4324
li m hl 70677
pension arrangements
the group has several deﬁned contribution group personal pension plans the contributions payable by the group in respect of the year to
these schemes are charged to the proﬁt and loss account on an accruals basis the pension costs for both years are related to deﬁned
contribution schemes only the group does not operate any deﬁned beneﬁt pension schemes
key management remuneration
key management personnel as disclosed under ias 24 “related party disclosures” have been identiﬁed as the board of directors
details of the board of directors’ remuneration for those who served during the year are as follows
2009 2008
£000 £000
shortterm employee beneﬁts hhoh 905
sharebased payments mlg 955
h o jh 1860
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 57
8 sharebased payments
equitysettled share option plan
the group operates several share option plans including saye and other sharebased schemes the terms of which are summarised below
contractual life vesting conditions share price at grant date
saye granted over either three four or ﬁve years savings over the period three closing mid market quotation
with six months to exercise following four or ﬁve years until maturity on date of grant less 20
maturity after which the options expire date no performance discount
conditions
approved share option ordinarily exercisable between three and options vest as soon as one closing mid market quotation
plan “asop” and ten years from the date of grant following year proﬁt performance target on day preceding date of grant
long term incentive which the options expire the option is met or average of three days
plan “ltip” holders must be in continued employment preceding date of grant
during this period if the options remain
unexercised after a period of ten years
from the date of grant the options expire
performance share plan both plans – conditional award vests on both plans – conditional award both plans – conditional awards
“psp”share matching third anniversary subject to performance vests on third anniversary subject of “free shares” – effectively nil
plan “smp” conditions being met in part or in full to performance conditions being cost options closing mid market
met in part or in full award quotation on the day preceding
holders under the smp must be date of grant or average of three
still employed or good leavers days preceding the date of grant
these award holders must acquire is used for calculation and tax
“invested shares” which the purposes only
company matches on a two for
one grossed up basis
share incentive plan leavers can keep matching shares held employees keep shares they have shares are market purchased
“sip” for three years and over full tax relief purchased “partnership shares” on a monthly basis
available after ﬁve years shares matched by the company
“matching shares” on a one for
one basis may be retained by
good leavers bad leavers may
retain matched shares held for
three years and over matched
shares vest in full for employees
after ﬁve years no performance
conditions
management incentive a conditional award using market purchase annual vesting takes place for closing mid market quotation
plan “mip” shares is made over a performance period meeting loyalty and performance on day preceding date of grant
agreed prior to the time of grant subject conditions based on achieving
to performance conditions being met in predetermined divisional ﬁnancial
part or in full performance measures
in accordance with the accounting policy at note 1mii ifrs has been applied to all grants of equity instruments after 7 november 2002 that
were unvested as of 1 january 2005
anite
annual report and accounts 2009
section d
financial statements 58
8 sharebased payments continued
details of relevant share options outstanding during the year are as follows
2009 2009 2008 2008
saye other sharebased saye other sharebased
weighted weighted weighted weighted
number of average number of average number of average number of average
share options exercise price share options exercise price share options exercise price share options exercise price
outstanding at 1 may jlkk kg jkp ii gm h h hp hk p 937131 32p 17154946 22p
granted during the year –– kpjgi ij – –– 8445530 –
exercised during the year hpkijp – hkoj h gl lp 557163 29p 1508439 24p
forfeited during the year
lapsed during the year himkjl jmp ng njnh g hg p 25528 44p 2030918 3p
outstanding at 30 april jjnmm kmp ho kjklin hip 354440 34p 22061119 14p
exercisable at 30 april jjnmm h h h limml 183956 6677018
weighted average fair value
of optionsshares granted in the year – imp – 63p
weighted average remaining
contractual life years gj mp 04 07
exercise price kmp ggpo n gp 23p46p 00p83p
saye other sharebased
weighted weighted
outstanding average outstanding average
options at remaining weighted options at remaining weighted
30 april contractual average 30 april contractual average
2009 life exercise price 2009 life exercise price
exercise price range
0p –– – hjmginli nn –
1p40p –– – ighjopi kh jjp
41p806p jjn mm gj kmp iohnooj kp lip
jj n mm g j kmp ho kjklin m p h i p
the fair values for the above options were calculated using the blackscholes and stochastic option pricing models the inputs into these
models were as follows
2009 2008
saye other sharebased saye other sharebased
grant date hapril igg j hn jan iggj 1 april 2003 17 jan 2003
hapril i gg k i feb i gg p 1 april 2004 15 april 2008
model used blackscholes stochastic blackscholes stochastic
weighted average share price at grant ln lh 39 29
expected volatility llnlo n ingilpg 557587 2702590
expected life j l years † 35 years †
risk free rate jmkn h pll 3647 3452
expected dividend yield g gjhp 0 0206
† expected life for other sharebased payments is 100 of the options that are exercised after three years if a gain of 10 is available if this gain is not available options are held until
such a gain can be achieved any remaining options are exercised at maturity providing that they are “in the money” for ltip proﬁt element only – 5 pa leavers in the ﬁrst three
years was assumed under the psp smp and mip awards the expected life is equal to the vesting period of three years however for mip depending on performance annual vesting
is possible
expected volatility was determined by calculating the historical volatility of the company’s share price over the following periods expected
life up to grant date other sharebased schemes – three years and saye three four and ﬁve years for three four and ﬁve year contracts
respectively
the period of exceptional volatility for the period from 30 september 1999 to 24 july 2002 was removed from the volatility calculations
the expected life used in the model has been adjusted based on management’s best estimate for the effects of nontransferability exercise
restrictions and behavioural considerations
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 59
8 sharebased payments continued
the employers’ nic liability on the outstanding awards at 30 april 2009 was £314000 2008 £514000 which is fully provided for in the accounts
the group recognised the following total expenses related to equitysettled sharebased payment transactions during the year
2009 2008
£000 £000
continuing operations honk 1951
discontinued operations pgp 343
inoj 2294
9 income tax expense
continuing operations discontinued operations total
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
current tax
uk corporation tax hhhg 2590 koo 1110 hlpo 3700
foreign tax jhlh 2587 – – jhlh 2587
kimh 5177 koo 1110 knkp 6287
adjustments in respect of prior years
uk corporation tax – 9 jhjm – jhjm 9
foreign tax ng – – – ng –
ng 9 jhjm – jgmm 9
total current tax expensecredit kjjh 5186 imko 1110 hmoj 6296
deferred tax
uk hnlk 1414 – – hnlk 1414
foreign hhij 1033 – 1200 hhij 167
total deferred tax creditexpense note 24 ionn 2447 – 1200 ionn 1247
total income tax expensecredit hklk 2739 imko 2310 hhpk 5049
the tax charge on the proﬁt on sale of discontinued operations was £nil 2008 £12m
corporation tax is calculated at 28 2008 2984 of the estimated assessable proﬁt for the year taxation for other jurisdictions is
calculated at the rates prevailing in the respective jurisdictions
2009 2008
£000 £000
chargedcredited to equity
deferred tax relating to sharebased payments ig 2005
deferred tax relating to amortisation of acquired intangibles pko 908
uk corporation tax relating to foreign exchange hlpn 4325
mmp 1412
anite
annual report and accounts 2009
section d
financial statements 60
9 income tax expense continued
factors affecting tax charge for the year
the tax assessed on the proﬁt on ordinary activities for the year is higher than the standard rate of corporation tax in the uk the differences are
explained below
2009 2008
£000 £000
proﬁt before tax
continuing operations mkhj 9467
tax on group proﬁt at standard uk corporation tax rate of 28 2008 2984 hnpm 2840
effects of
impairments and saleclosure of discontinued operations ji 398
disallowed expenses and nontaxable income net hgn 352
ineligible depreciation j 137
prior year adjustment in relation to deferred tax pmo –
shortterm timing differences mhm 310
tax losses carried forward hmi 509
utilisation of tax losses hpl 1153
lowerhigher tax rates on overseas earnings hig 158
changes to tax rate – 19
adjustments to current tax charge in respect of previous periods ng 9
other hl 44
income tax expense for year hklk 2739
tax rate for continuing operations iin 289
the group earns its proﬁts in the uk and overseas the tax rate used for tax on proﬁt on ordinary activities is 28 reduced from 30
in periods to 31 march 2008 being the standard rate for uk corporation tax as the group’s head ofﬁce is in uk
some components of the group’s overseas proﬁts are likely to be taxed at an effective rate that is higher than the uk rate other components
due to the availability of losses brought forward in certain countries are likely to be taxed at a lower rate
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 61
10 earnings per share
the calculations of earnings per share are based on the group proﬁt for the year adjusted proﬁt
1
and weighted average number of shares
in issue
basic diluted
2009 2008 2009 2008
eps summary
basic eps hhjp 38p hg op 37p
basic eps for continuing operations hlp 19p hlp 19p
adjusted eps
2
kkp 33p ki p 32p
2009 2008
pence pence 2009 2008
per share per share £000 £000
proﬁt for the year hhj 38 jmjkj 13234
proﬁt from discontinued operations po 19 jhjok 6506
proﬁt for the year on continuing operations hl 19 kplp 6728
reconciliation to adjusted proﬁt
operating proﬁt from disposed businesses – 01 – 202
loss on sale of disposed businesses – – – 65
proﬁt for the year on continuing operations
before impact of disposed businesses hl 18 kplp 6591
other gains and losses net of tax gi – nmh 30
exchange gain on retranslation of the cash deposit held in escrow net of tax – 02 – 899
restructuring costs net of tax hh 07 jkjk 2354
amortisation of acquired intangible assets net of tax gp 07 iphn 2383
sharebased payments net of tax gn 03 igpn 853
adjusted proﬁt
1
kk 33 h kh mo 11312
1 proﬁt from continuing businesses before disposed businesses other gains and losses sharebased payments amortisation of acquired intangible assets and restructuring costs
2 earnings per share on adjusted proﬁt
1
have been included to give an additional understanding of the results of the continuing businesses
both basic and diluted eps for discontinued operations is 98p 2008 19p
number of shares ’000 2009 2008
weighted average number of shares in issue – used to calculate basic earnings per share jihnhk 344533
effect of dilutive ordinary shares
– saye and share option schemes hjlgn 12296
number of shares used to calculate diluted earnings per share jjliih 356829
anite
annual report and accounts 2009
section d
financial statements 62
11 goodwill
total
£000
cost
at 1 may 2007 98962
write back deferred consideration and costs no longer required
– provision 5901
– accrual 69
eliminated on disposal of subsidiaries 11174
exchange movement 6101
at 30 april 2008 87919
addition to deferred consideration
– provision note 25 140
eliminated on disposal of subsidiaries 31471
exchange movement 7827
at 30 april 2009 mkkhl
accumulated impairment losses
at 1 may 2007 15729
disposal of subsidiaries 6468
at 30 april 2008 9261
disposal of subsidiaries 9261
at jg april iggp –
net book value at 30 april 2009 mkkhl
net book value at 30 april 2008 78658
goodwill is subject to annual impairment testing or more frequently if there are indications that goodwill might be impaired
impairment tests
the cash generating unit cgu is typically the combination of a group of assets acquired which cannot be separately identiﬁed within each
primary segment of the group the carrying amounts basis of determination and key assumptions for the goodwill impairment calculations are
as follows
wireless nemo wireless other travel other
carrying amount of goodwill £000 52913 5302 6200
basis on which the cgu’s recoverable amount has been determined value in use value in use value in use
key assumptions
discount rate  106 106 100
includes a risk factor of  06 06 –
longterm growth rate  00 00 00
period over which cash ﬂows are projected years 33 3
the discount rate is based on the weighted average cost of capital wacc for the group as adjusted for risk the wacc is derived by taking the
average of the results from calculations using the capital asset pricing model capm and dividend growth model using data from leading
market data providers
the risk adjustments relate to management’s view of the sensitivity to technology risk within the wireless segment and are based on past
experience
the period over which the cash ﬂows are projected is set at three years the cash ﬂow projections are based on the budgets strategic plans
knowledge of the market performance of the sector and management’s view of the recoverable amount based on observable market prices for
the cgu
the longterm growth rate has been set at zero for each cgu management are sensitive to the technology risk within the software industry
and do not deem it appropriate to forecast growth for products more than three years into the future
sensitivity to changes in key assumptions
wireless nemo – management has based its determination of the unit’s recoverable amount on the key assumptions listed above at 30 april
2009 the recoverable amount of wireless nemo exceeded its carrying amount by £49m a 1 perpetual reduction in the operating margin
would reduce its recoverable amount by £08m
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 63
12 other intangible assets
separately
identiﬁed
customer acquired capitalised
lists and intangible development software
relationships technology rd assets costs licences total
£000 £000 £000 £000 £000 £000 £000
cost
at 1 may 2007 17971 5769 1526 25266 13218 2845 41329
additions –– –– 2982 1080 4062
disposals –– ––– 536 536
disposal of subsidiaries –– ––– 135 135
exchange movement 2714 678 113 3505 – 115 3620
at 30 april 2008 20685 6447 1639 28771 16200 3369 48340
additions –– –– 1142 544 1686
disposals –– ––– 4 4
disposal of subsidiaries –– –– 5289 687 5976
exchange movement 2932 1195 413 4540 3 65 4608
at 30 april 2009 ijmhn nmki igli jjjhh higlm jion komlk
amortisation
at 1 may 2007 749 435 99 1283 5910 1705 8898
amortisation 1900 1200 316 3416 4095 750 8261
impairment losses –– –– 475 – 475
disposal –– ––– 536 536
disposal of subsidiaries –– ––– 44 44
change in category –– –– 26 26 –
exchange movement 411 59 9 479 – 52 531
at 30 april 2008 3060 1694 424 5178 10454 1953 17585
amortisation 2234 1423 383 4040 2815 790 7645
disposal –– ––– 3 3
disposal of subsidiaries –– –– 3814 487 4301
exchange movement 573 438 145 1156 – 19 1175
at 30 april 2009 lomn jlll pli hgjnk pkll iini iihgh
net book value at 30 april 2009 hnnlg kgon hhgg iipjn imgh hghl imllj
net book value at 30 april 2008 17625 4753 1215 23593 5746 1416 30755
amortisation of capitalised development costs are found within both continuing operations £1855000 2008 £2309000 see note 25 and
discontinued operations £960000 2008 £1786000
anite
annual report and accounts 2009
section d
financial statements 64
13 property plant and equipment
freehold plant ﬁxtures
land and equipment and
buildings computers motor vehicles total
£000 £000 £000 £000
cost
at 1 may 2007 5254 19501 3394 28149
additions – 2543 1173 3716
disposal of subsidiaries – 806 539 1345
disposals 12 3680 254 3922
exchange movement – 128 75 203
at 30 april 2008 5266 17686 3849 26801
additions 15 1681 2157 3853
disposal of subsidiaries – 2273 1867 4140
disposals – 92 66 158
exchange movement – 184 126 310
at 30 april 2009 lioh h nhom khpp i mm mm
accumulated depreciation and impairment
at 1 may 2007 139 14347 909 15395
charge for the year 101 3393 646 4140
impairment for the year – 443 – 443
disposal of subsidiaries – 748 456 1204
disposals 10 3526 269 3785
exchange movement 4 119 36 159
at 30 april 2008 254 14028 866 15148
charge for the year 78 2467 990 3535
disposal of subsidiaries – 1752 1256 3008
disposals – 58 66 124
exchange movement – 156 66 222
at 30 april 2009 jj i h kokh mgg h ln nj
net book value at 30 april 2009 kpkp ij kl jlpp h go pj
net book value at 30 april 2008 5012 3658 2983 11653
disposals include writing off of cost and depreciation of assets no longer in use
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 65
14 investments
the group’s principal subsidiary undertakings are as follows
ownership
percentage by place of
the group at incorporation
company name principal activity of the company 30 april 2009 registration
held directly by the company
anite holdings international limited holding company 100 england  wales
anite properties plc property holding company 100 england  wales
anite systems holdings limited holding company 100 england  wales
js engineers limited property holding company 100 england  wales
wick surrey properties limited property holding company 100 england  wales
anite telecoms holdings limited holding company 100 england  wales
anite financial management limited investment holding company 100 england  wales
anite business systems limited travel software solutions and managed services 100 england  wales
held indirectly by the company
anite travel systems gmbh travel software solutions and managed services 100 germany
anite travel systems pty ltd travel software solutions and managed services 100 australia
anite finland ltd telecoms testing technologies for wireless devices 100 finland
anite telecoms limited telecoms testing technologies for wireless devices 100 england  wales
anite telecoms india pvt ltd telecoms testing technologies for wireless devices 100 india
anite telecoms inc telecoms testing technologies for wireless devices 100 usa
anite telecoms kk telecoms testing technologies for wireless devices 100 japan
anite telecoms korea limited telecoms testing technologies for wireless devices 100 korea
anite singapore pte ltd telecoms testing technologies for wireless devices 100 singapore
anite wireless trading beijing ltd telecoms testing technologies for wireless devices 100 china
reilrop bv holding company 100 the netherlands
all companies listed above have been included in the consolidated accounts
the country of incorporation is also the country in which each company has its principal place of business
15 inventories
2009 2008
£000 £000
electronic components iiop 3657
work in progress – 156
finished goods – 72
i i op 3885
inventories are stated at lower of cost and net realisable value
the directors consider that the carrying amount of inventories approximates their fair value
anite
annual report and accounts 2009
section d
financial statements 66
16 trade and other receivables
2009 2008
note £000 £000
current assets
trade debtors igihn 41585
less provision for impairment of trade receivables joj 643
trade debtors net of provision hpojk 40942
other receivables nkl 2185
prepayments igni 3781
amount due from construction customers 21 hgpi 302
accrued income llk 5913
ikipn 53123
the amounts presented in the table above are net of provision for doubtful recoverability and foreseeable losses
the group’s policy is to ensure that all credit trade customers are subject to credit veriﬁcation procedures and where appropriate parent
guarantee and letters of credit especially for overseas customers are used so that the group is exposed to a minimum level of bad debts
the credit risk for trade receivables by business segments for 2009 and 2008 is as follows 2008 percentages based on the larger group
receivables balance that included anite public sector
in travel the top four customers represent 8 2008 9 of the group’s trade receivables
in wireless the top four customers represent 27 2008 7 of the group’s trade receivables
overall the group has no customer that accounted for 9 or more of the accounts receivable at 30 april 2009 2008 3 excluding anite
public sector 6 and therefore there is no signiﬁcant concentration of credit risk since the risk is spread over a large number of unrelated
counterparties
the average credit period for trade receivables is 79 days 2008 54 days excluding anite public sector 68 days in the united kingdom trade
receivables are typically on 30 days’ credit terms whilst in certain cases a schedule of payments or extended payments have been agreed in
other geographical areas especially europe trade receivables can be based on longer credit terms of up to 90 days before the debt falls due for
payment interest may be charged on any outstanding balance that is 30 days overdue at 30 april 2009 and 2008 the trade receivables were
noninterest bearing
the group has provided for all debts that are deemed doubtful at their estimated irrecoverable amount and for all receivables that are more
than three months overdue except in certain cases where monies have been received after the reporting date or the revenue has not been
recognised the reason for the policy is because receivables more than three months overdue carry an increased risk of not being recoverable
the table below shows the movements in the provision for impairment of trade receivables
trade receivables
2009 2008
£000 £000
at 1 may mkj 670
charge for the year through income statement iop 307
release in the year jgm 322
utilised for bad debt written off ikj 12
at 30 april joj 643
the ageing of the individually impaired trade receivables is as follows
trade receivables
2009 2008
£000 £000
one to two months overdue k –
two to three months overdue on 65
more than three months overdue ipi 578
joj 643
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 67
16 trade and other receivables continued
ageing of trade receivables excluding those that have been impaired
trade receivables
2009 2008
£000 £000
neither past due nor impaired hilni 26443
past due but not impaired
less than one month overdue lkon 10930
one to two months overdue npp 1910
two to three months overdue jmm 651
more than three months overdue mhg 1008
hpojk 40942
the neither past due nor impaired and those that are past due but not impaired balances are due from customers with good credit ratings
there is no known reason why these amounts will not be recovered in due course of the debts past due but not impaired revenue has not
been recognised on 14 2008 51 of those debts greater than three months overdue
the directors consider that the carrying amount of trade and other receivables approximates their fair value
the trade receivables do not include any advances or retentions at 30 april 2009 2008 £nil
17 cash and cash equivalents
2009 2008
£000 £000
cash at bank and in hand kmmg 20903
term and overnight deposits kilhn 8471
knhnn 29374
note €200000 of the cash at bank and in hand is held as security against forward currency exchange contracts these contracts expire within
three months of the balance sheet date
cash at bank and in hand was invested on a ﬂoating rate basis and is therefore subject to cash ﬂow interest risk the group has the legal right of
setoff for certain of its overdraft and cash balances under an offsetting arrangement within its banking facilities
term and overnight deposits comprise money market deposits which attract interest rates based on market rates ﬁxed for periods of up to
three months the directors consider that the carrying amounts of cash and cash equivalents approximate to their fair values
for the purposes of the consolidated cash ﬂow statement cash and cash equivalents comprise the above amounts
18 trade and other payables
2009 2008
note £000 £000
trade creditors jlip 7922
other taxes and social security hgjl 6018
amount due to contract customers 21 ko 647
payments received on account – 4265
deferred income hhojp 26151
accruals noho 10284
other creditors kjg 2330
ikmpp 57617
trade and other payables principally comprise trade purchases and nonoperating costs
the directors consider that the carrying amount of trade payables approximates their fair value
the trade and other payables do not include any retentions at 30 april 2009 2008 £nil
anite
annual report and accounts 2009
section d
financial statements 68
19 bank borrowings
2009 2008
£000 £000
current
bank loans kpnp 4981
noncurrent
bank loans hkpjm 39843
hpphl 44824
the borrowings are repayable as follows
on demand or within one year kpnp 4981
in the second year kpnp 4980
in the third to ﬁfth years inclusive ppln 34863
hpphl 44824
less amounts due for settlement within 12 months shown under current liabilities kpnp 4981
amount due for settlement after 12 months hkpjm 39843
the current and noncurrent bank loans comprise a £20m 2008 £45m ﬁxed term loan less £0085m 2008 £0176m of unamortised issue
costs being amortised over the period of the loan
the loan was taken out on 30 november 2006 under a borrowing facility see note 23k for more details maturing on 30 november 2011
this loan is secured by a ﬁxed and ﬂoating charge on the group’s assets
this loan carries a weighted average ﬂoating interest rate of 552 2008 657 and exposes the group to cash ﬂow interest rate risk this
interest rate risk was partly hedged by the group using derivative ﬁnancial instruments note 22
the bank loans are initially measured at fair value and net of transaction costs they are subsequently measured at amortised cost using the
effective interest method with interest expense recognised on an effective yield basis the average effective interest rate for this loan was
587 2008 734
20 net cashdebt
2009 2008
note £000 £000
cash and cash equivalents 17 knhnn 29374
bank borrowings – current 19 kpnp 4981
bank borrowings – noncurrent 19 hkpjm 39843
net cashdebt inimi 15450
a reconciliation of the movement in net cashdebt for the year is as detailed below
2009 2008
£000 £000
net debt at 1 may hlklg 22577
decrease in cash deposit held in escrow – 9471
net increase in cash and cash equivalents hmolh 10124
unamortised issue costs of bank borrowings ph 385
decrease in bank borrowings ilggg 5000
exchange movement pli 1859
net cashdebt at 30 april inimi 15450
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 69
21 construction contracts with customers
2009 2008
note £000 £000
contracts in progress at balance sheet date
amount due from contract customers included in trade and other receivables 16 hgpi 302
amount due to contract customers included in trade and other payables 18 ko 647
hgkk 345
contract costs incurred plus recognised proﬁts less recognised losses to date hljpk 2161
less progress billings hkjlg 2506
hgkk 345
revenue recognised within continuing operations during the year for construction contracts was £56m 2008 £47m discontinued £06m
2008 £15m
22 derivative ﬁnancial instruments
details of the signiﬁcant accounting policies and methods adopted the basis of measurement and the basis on which income and expenses are
recognised in respect of each class of derivative ﬁnancial instrument are disclosed in note 1 to the ﬁnancial statements
the fair values of the group’s derivative ﬁnancial instruments are as follows
2009 2009 2008 2008
assets liabilities assets liabilities
£000 £000 £000 £000
derivative ﬁnancial assets
foreign currency contracts nl – 13 –
derivative ﬁnancial liabilities
interest rate swaps – in a cash ﬂow hedge relationship – hmmg – 145
crosscurrency swaps – in a net investment hedge relationship – iioin – 16132
– ikkon 13 16277
analysed as expiring
within one year nl – 13 4328
more than one year and within ﬁve years – ikkon – 11949
nl ikkon 13 16277
cash ﬂow hedges – interest rate swaps
the group uses interest rate swaps to manage its exposure to interest rate movements on its bank borrowings
at 30 april 2009 the interest rate swaps with notional principal amounts totalling £20m 2008 £20m have ﬁxed interest rate payments
at an average rate of 5535 and have ﬂoating interest receipts at libor rate for periods up until 31 october 2011
the fair value of the interest rate swaps as shown above are based on market values of equivalent instruments at the balance sheet date
all these interest rate swaps are designated and effective as cash ﬂow hedges and the fair value thereof has been deferred in equity the net
amount of the swaps that has been expensed against hedged interest payments made in the period is £250 2008 £3000
net investment hedges – crosscurrency swaps
the group has overseas subsidiaries which operate mainly in north america northern europe and asia paciﬁc and whose revenues and
expenses are denominated in their local currencies the group has hedged part of its net investment in overseas subsidiaries through natural
hedges and utilisation of crosscurrency swaps
at the balance sheet date the currency split of the marktomarket values of crosscurrency swaps and forward exchange contracts that denote
the net investment hedge including the exchange of principals was €929m £835m 2008 €1366m £1095m and £614m 2008
£922m the ﬁxed interest rates on the crosscurrency swap elements range from 464 to 519 2008 464 to 519 and the ﬂoating
interest rates are based on libor sterling and euribor euro the combined hedging instruments of crosscurrency swaps and forward
exchange contracts were used to hedge the eurodenominated net investment of wireless nemo
the fair value change on the crosscurrency swaps which is approximately 99 effective against the hedged item is recognised in the hedging
and translation reserve an amount of £1057000 2008 £43000 of ineffectiveness was recognised in the income statement during the year
anite
annual report and accounts 2009
section d
financial statements 70
23 financial risk management
a capital risk management
the group manages its capital structure to ensure that the entities in the group will be able to continue as a going concern while maximising
the returns to the shareholders through the optimisation of the net debt and equity balance
the group’s capital structure is as follows
2009 2008
note £000 £000
net debt 20 – 15450
total equity ojphg 62544
capital employed ojphg 77994
under the credit facility agreement the group is subject to certain ﬁnancial covenants relating to leverage cash ﬂow and interest cover
and also the requirement that the maximum preagreed level of overdrafts and ancillary facilities granted to the group companies that are
guarantors of the credit facility are not exceeded the group has complied with these covenants and requirements
b signiﬁcant accounting policies
details of the signiﬁcant accounting policies and methods adopted the basis of measurement and the basis on which income and expenses
are recognised in respect of each class of ﬁnancial asset liability and equity are disclosed in note 1
c categories of ﬁnancial instruments
the following assets and liabilities at carrying values meet the deﬁnition of ﬁnancial instruments and are classiﬁed according to the following
categories
2009 2008
note £000 £000
fair value through proﬁt and loss fvtpl – held for trading
foreign currency contracts 22 nl 13
loans and receivables
cash and cash equivalents 17 knhnn 29374
trade receivables 16 hpojk 40942
financial assets mngom 70329
amortised cost
bank borrowings 19 hpphl 44824
trade creditors 18 jlip 7922
deferred consideration in a business combination 25 jog 202
derivative ﬁnancial instruments in designated hedge accounting relationships
interest rate swaps and caps 22 hmmg 145
cross currency swaps 22 iioin 16132
financial liabilities kojhh 69225
d financial risk management
the group’s ﬁnancial assets and liabilities mainly comprise bank borrowings cash and liquid resources derivative ﬁnancial instruments
deferred consideration for acquisitions and various items such as trade receivables and payables that arise directly from its operations
the main risks arising from the group’s ﬁnancial instruments are market risk primarily exposure to changes in interest rates and foreign currency
risks liquidity risk and credit risk the board reviews and agrees policies for managing each of these risks which are summarised below
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 71
23 financial risk management continued
e market risk – interest rate
the group ﬁnances its operations and acquisitions through a mixture of reserves bank borrowings and new equity and this policy is reviewed
from time to time the group borrows in the desired currencies at ﬂoating rates of interest and manages the interest rate risk by selectively
using interest rate swaps and caps any surplus cash is converted into sterling and is invested in shortterm money market and bank deposits at
the prevailing rates of interest in order to achieve the market rate of return
the ﬁnancial assets and liabilities that are interestbearing and expose the group to interest rate risk are as follows
i cash and equivalents note 17 the weighted average ﬂoating interest rate for these ﬁnancial assets which were based on sterling market
rates ﬁxed for periods up to three months was 30 2008 55 the weighted average ﬂoating euro interest rate received on the cash
deposit held in escrow in 2008 was 41
ii bank borrowings note 19 the weighted average ﬂoating interest rate for bank borrowings was 552 2008 657 this is linked to
libor plus a margin for bank loans the margin varies between 060 and 105 dependent on the ratio of net debt to ebitda reviewed
annually during the year the margin remained constant at 060 2008 060
the contractual interest rate on the overdrawn balance is based on 1 per annum over the bank’s base rate for its sterling accounts and
1 per annum over the bank’s relevant shortterm offered rate for any other currency accounts
iii interest rate swaps and caps these derivatives are used to manage the group’s exposure to interest rate risk on its bank borrowings above
see note 22 for details of the interest rate
iv cross currency swaps these derivatives were used to hedge the net investment of an overseas subsidiary see note 22 for details of the
interest rate
interest rate sensitivity analysis
the sensitivity analyses below have been determined based on the exposure to interest rates for both ﬁnancial assets and liabilities both
including derivative instruments as listed above at the balance sheet date and adjustments have been made particularly where some of the
signiﬁcant derivatives only existed for part of the year
with all other variables held constant the table below demonstrates the sensitivity to a 1 change in interest rates applied to the major
currencies of net variable rate assetsliabilities 1 is the sensitivity rate that represents management’s assessment of the reasonably possible
change in interest rates in the next 12 months
£denominated usdenominated €denominated
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
cash and cash equivalents klgpk 13331 hmmg 1678 impj 12762
bank borrowings hpphl 44824 – – – –
interest rate swaps – ﬂoating rate igggg 20000 – – – –
net variable rate assetsliabilities klhnp 11493 hmmg 1678 impj 12762
£ interest rate us interest rate € interest rate
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
proﬁt before tax – gainloss
1 change in interest rate kli 115 hn 17 in 128
1 change in interest rate kli 115 hn 17 in 128
the fair value of ﬁnancial assets and liabilities is not materially different from the book value recorded at 30 april 2009 and 2008
anite
annual report and accounts 2009
section d
financial statements 72
23 financial risk management continued
f market risk – foreign currency
the group has overseas subsidiaries and branches which operate mainly in north america northern europe and asia paciﬁc and whose
revenues and expenses are denominated in their local currencies the group currently partly hedges its investment in overseas subsidiaries
through ﬁnancial instruments and natural hedges
foreign currency sensitivity analysis
the sensitivity analyses below is based on a 10 appreciationdepreciation of the euro and us dollar against sterling applied to the net
monetary assets or liabilities of the group that are not denominated in the functional currency of the operating unit involved
£denominated usdenominated €denominated
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
monetary assets jjp 274 hopj 4619 hggh 15501
monetary liabilities – 5 hhgo 1037 hkp 41
net monetary assets jjp 269 nol 3582 oli 15460
£ currency impact us currency impact € currency impact
2009 2008 2009 2008 2009 2008
£000 £000 £000 £000 £000 £000
proﬁt before tax – gainloss
10 appreciation jo 30 on 398 pl 1708
10 depreciation jh 25 nh 326 nn 1405
in management’s opinion the sensitivity analysis is based on the monetary assets and liabilities at the reporting date and therefore does not
reﬂect the exposure during the year
with all other variables held constant the effect of a 10 depreciation and appreciation of the euro against sterling applied to the euroleg
liability of the crosscurrency swap of £884m 2008 £1097m will be a gain after tax of £80m 2008 £72m and a loss after tax of
£88m 2008 £88m in the hedging and translation reserve respectively the swap is a net investment hedge  note 22 and therefore we
expect this gain or loss to be approximately 100 offset by the amount of foreign exchange difference arising on both the translation of the
eurodenominated net investment of wirelessnemo and the related forward exchange contract that forms part of the net investment hedge
g other price risks
the group is not exposed to other price risks apart from interest rate and foreign exchange risk disclosed above
h forward foreign exchange contracts
anite’s strategy is to hedge a proportion of the forecast future cash ﬂows for a period of three to ﬁve months creating a cash ﬂow movement to
offset the translational movement the proportion of forecast cash ﬂows that will be hedged is reviewed periodically in the light of experience
excluding the forward exchange contract that forms part of the net investment hedge at 30 april 2009 2008 £13000 the group had the
following outstanding contracts
fixed contract value fair value fair value
maturity date note rate £000 us000 £000
forward contracts to sell us dollars and receive sterling
29 may 2009 14363 696 1000 ih
29 may 2009 14660 1364 2000 hl
30 june 2009 14363 696 1000 ih
ln
fixed contract value fair value
maturity date note rate £000 us000 £000
forward contracts to sell us dollars and receive euro
10 june 2009 13154 608 800 l
8 july 2009 13532 887 1200 hn
30 july 2009 13137 304 400 j
p
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 73
23 financial risk management continued
h forward foreign exchange contracts continued
strike
maturity date note rate £000
options to trade us dollars and euro
28 may 2009 bought € call 1295 jn
28 may 2009 sold € call 1350 hg
28 may 2009 sold € put 1210 –
in
21 nl
i interest rate and crosscurrency swap contracts
see note 22 for details of the interest rate swapscaps and crosscurrency swaps
j credit risk
credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a ﬁnancial loss to the group
the group’s maximum exposure to credit risk is as follows
2009 2008
note £000 £000
cash and cash equivalents 17 knhnn 29374
derivative ﬁnancial instruments 22 nl 13
trade receivables 16 hpojk 40942
mngom 70329
the credit risk on cash and derivative ﬁnancial instruments is limited because the counterparties to these assets are highly rated ﬁnancial
institutions in addition the group has further mitigated this risk by spreading cash deposits over a range of ﬁnancial institutions with no more
than £5m being deposited with any one counterparty
the group’s policy to mitigate potential credit risks and the concentration of credit risks of trade receivables are detailed in note 16 – trade and
other receivables
k liquidity risk
the group’s objective is to maintain a balance and continuity of funding and ﬂexibility through the use of bank overdrafts and bank
syndicated facilities
the group’s uk overdraft facility was renewed during the year and as a result of the disposal of anite public sector reduced to £5m net
2008 £10m net the net amount drawn down under these facilities at 30 april 2009 and 2008 was £nil
in october 2006 the group entered into a ﬁveyear syndicated facility which was underwritten in full by lloyds tsb bank plc this facility
consists of a term loan of £50m repayable at £5m per annum until 30 november 2010 with the balance due on 30 november 2011 and a
revolving credit facility of £40m on 31 october 2008 the group made a oneoff voluntary repayment under the term loan of £25m reducing
the amount outstanding under the facility to £20m on the same date the group’s revolving credit facility was reduced to £20m the amount
of undrawn facilities at 30 april 2009 was £20m 2008 £40m and total undrawn facilities including the overdraft facility were £25m 2008
£50m the revolving credit facility incurs commitment fees at market rates
this facility is available to be drawn to support the general corporate purposes for the group including working capital requirements
anite
annual report and accounts 2009
section d
financial statements 74
23 financial risk management continued
k liquidity risk continued
maturity proﬁle
the table below summarises the maturity proﬁle of the group’s undiscounted cash ﬂows of the ﬁnancial liabilities and the earliest date on
which the group is required to pay
2009
effect of
discount
less than one to two to three to four to undiscounted ﬁnancing
one year two years three years four years ﬁve years balance rates 2009
£000 £000 £000 £000 £000 £000 £000 £000
bank borrowings – variable rate note 19 lggg lggg hgggg –– igggg ol hpphl
trade creditors note 18 jlip –– –– jlip – jlip
olip lggg hgggg –– ijlip ol ijkkk
derivative ﬁnancial instruments
interest rate swaps and caps –– hnig –– hnig mg hmmg
cross currency swaps
1
–– ijjoo –– ijjoo lmh iioin
olip lggg jlhgo –– komjn ngm knpjh
1
split of crosscurrency swaps between
£leg assets nggjg jmhg mmkig
€leg liabilities pjkho khnh opikn
ijjoo lmh iioin
2008
effect of
discount
less than one to two to three to four to undiscounted ﬁnancing
one year two years three years four years ﬁve years balance rates 2008
£000 £000 £000 £000 £000 £000 £000 £000
bank borrowings – variable rate note 19 5000 5000 5000 30000 – 45000 176 44824
trade creditors note 18 7922 –– –– 7922 – 7922
provision for liabilities 483 –– –– 483 – 483
13405 5000 5000 30000 – 53405 176 53229
derivative ﬁnancial instruments
interest rate swaps and caps –– 160 –– 160 15 145
cross currency swaps
2
4526 193 192 11047 – 15958 174 16132
17931 5193 5352 41047 – 69523 17 69506
2
split of crosscurrency swaps between
£leg assets 105618 14545 91073
€leg liabilities 121576 14371 107205
15958 174 16132
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 75
24 deferred tax assetsliabilities
accelerated shortterm advance
tax development intangible share timing tax corporation
depreciation costs goodwill assets based differences losses tax total
£000 £000 £000 £000 £000 £000 £000 £000 £000
at 1 may 2007 36 1865 1200 6481 1708 242 547 27 4586
creditcharge to
income statement
for the year 625 259 1200 1033 1098 21 547 – 1247
charge to equity
for the year –– – 908 2005 –– – 2913
at 30 april 2008 661 1606 – 6356 801 221 – 27 6252
disposals 37 –– – 110 –– – 147
chargecredit to
income statement
for the year 1347 878 – 1123 223 221 – 27 2877
chargecredit to equity
for the year –– – 948 20 –– – 928
at 30 april 2009 h pnh n io – mh o h  koo –– – kklg
certain deferred tax assets and liabilities have been offset to the extent permitted by ias 12
the following is the analysis of the deferred tax balances after offset for balance sheet purposes
2009 2008
£000 £000
deferred tax assets hnjh 104
deferred tax liabilities m ho h 6356
kklg 6252
2009 2008
£000 £000
deferred tax assets not recognised
income losses carried forward nijh 3686
capital losses carried forward hjnlm 13756
surplus act carried forward ikln 2484
ij kkk 19926
deferred tax assets in respect of future goodwill amortisation and losses carried forward in certain companies have not been recognised
because at present it is not envisaged that there will be sufﬁcient taxable proﬁts in those companies from which future reversal of these reliefs
can be deducted the unutilised reliefs may be carried forward indeﬁnitely
deferred tax liabilities have not been recognised for the withholding tax and other taxes that would be payable on the unremitted earnings of
certain overseas subsidiaries no provision is required since the group is in a position to control the timing of the reversal of these differences
and either it is probable that such differences will not reverse in the foreseeable future or no tax is payable on the reversal
2009 2008
£000 £000
temporary differences in respect of which no deferred tax has been recognised
undistributed earnings of subsidiaries hkjnh 10742
no provision has been made for taxation of £nil 2008 £918000 in respect of chargeable gains rolled over in earlier years the reduction in
the year was due to the disposal of anite public sector
anite
annual report and accounts 2009
section d
financial statements 76
25 provisions
deferred property other group
consideration warranties provision provisions total
note £000 £000 £000 £000 £000
at 1 may 2008 202 3234 5368 1020 9824
establish deferred consideration provision
debited to goodwill 140 –– – 140
release of provision credited to income statement – 4 396 202 602
established during the year – 500 6289 614 7403
disposal of subsidiaries in current period 4b –– 751 174 925
disposal of subsidiaries in prior period 4a – 329 – 245 574
utilised during the year continuing 32 8 3424 512 3976
utilised during the year discontinued – 201 –– 201
unwinding of discount –– 207 – 207
exchange movement 70 18 – 1 87
at 30 april 2009 jog jihg nipj lgg hhjoj
2009 2008
£000 £000
analysed as
current liabilities ljop 4887
noncurrent liabilities lppk 4937
hhjoj 9824
the deferred consideration balance of £04m us06m represents the ﬁnal element of the cash earnout consideration payable following
the acquisition of invenova corporation in january 2007 this was settled in full in may 2009
the warranty provision has been made to cover any potential claims made by disposed businesses during the contractual warranty period
it is expected to be utilised in one to six years
the property provision is in respect of all properties surplus to business requirements and dilapidation provisions for properties currently in
use the provision is calculated in accordance with ias 37 as disclosed in note 1 to the accounts it is expected to be utilised in one to 13 years
the established provision in the year includes an amount of £49m in relation to the empty space within the group’s corporate ofﬁce in slough
resulting from the disposal of anite public sector in october 2008 and is included within restructuring costs in the income statement the
property provision of £34m utilised during the year includes £26m in respect of the cost of exiting a non operational property during the year
additional dilapidation provisions for properties were established during the year amounting to £05m 2008 £09m these were capitalised
in “property plant and equipment” and will be charged to the income statement on a straightline basis over the remaining term of the
relevant property lease
other provisions include provisions for contractual items expected to be utilised within one year
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 77
26 called up share capital
deferred
ordinary shares redeemable shares
of 1 12 5p each of £1each
number £000 number £000
authorised
at 30 april 2008 400000000 40000 50000 50
share consolidation 44444444 –– –
at 30 april 2009 355555556 40000 50000 50
allotted issued and fully paid
at 30 april 2008 338036645 33804 50000 50
issued during the year 460124 46 ––
cancelled during the year 2560698 256 ––
share consolidation 37326231 –– –
at 30 april 2009 i pomgpokg jj lpk lggg g lg
a redeemable share capital
these deferred shares of £1each may be redeemed at any time at the option of the company at a price of 1peach they are nonequity shares
and have no voting rights
b shares issued during the year
i 194239 ordinary shares were issued at prices between 23p and 46p each in connection with options exercised under the company’s save as
you earn saye schemes
ii 265885 ordinary shares were issued at prices between 10p and 565p each in respect of the exercise of options under the approved share
option scheme the long term incentive plan “executive share option schemes” and the performance share plan
c share consolidation
on 2 february 2009 the group carried out a share consolidation in which 8 new shares were granted for each 9 shares redeemed this resulted
in an increase in the nominal share value to 1125pand a reduction of 444m in the number of authorised shares the number of allotted issued
and fully paid ordinary 1125pshares reduced by 37326231
d outstanding options
as at 30 april 2009 the following options over the company’s ordinary shares had been granted and were still outstanding
executive
share option saye option
grantsawards schemes total
outstanding at 1 may 22439013 354440 22793453
granted during the year 4361317 – 4361317
exercised during the year 1483105 194239 1677344
lapsed during the year 7493102 126435 7619537
outstanding at 30 april hnoikhij jjnmm hnoln oop
subscription price 0p–207p 23p–128p
dates exercisable august 2009– may 2009–
august 2014 august 2009
weighted average exercise price 20p 46p
e cancelled shares
2560698 shares were cancelled during the year having been acquired at an average cost of 258p per share as part of the group’s share
buyback programme
f own shares reserve
the own shares reserve £3657000 2008 £5132 000 represents the cost of shares in anite plc purchased in the market for the following
trusts of the company
i at the start of the year 6542355 shares at a cost of £4375000 were held in the company’s employee share ownership plan “esop”
to satisfy some of the psp and smp awards that part of the employers’ nic liability of the group’s share options schemes and all of the mip
awards these shares will be held until the performance conditions of the relevant share plan awards are fulﬁlled during the year 1217 220
shares were sold at fair value of £354000 to satisfy awards that were vested and 591682 shares were redeemed under the share consolidation
ii 17 12 524 shares at a cost of £953000 are held for the company’s share incentive plan sip under the sip scheme these shares will be held
until the conditions of the sip are fulﬁlled of this amount 568906 shares were purchased at a cost of £195000 during the year
these amounts have been deducted from the shareholders’ equity in accordance with ias 32 and 39
anite
annual report and accounts 2009
section d
financial statements 78
27 dividends
dividends paid during the year are set out below
2009 2008
pence 2009 pence 2008
payment date per share £000 per share £000
for the year ended 30 april 2007
interim dividend 16 may 2007 025 877
final dividend 16 november 2007 055 1927
for the year ended 30 april 2008
interim dividend 28 march 2008 0275 905
final dividend 20 october 2008 g m hp pj
for the year ended 30 april 2009
interim dividend 20 february 2009 g j ppi
special dividend 20 february 2009 j g ppho
h i pg j 3709
at the agm on 15september 2009 a ﬁnal dividend in respect of the year ended 30 april 2009 of 065p per share is to be proposed
28 commitments
a capital commitments
there were no capital commitments at 30 april 2009 and 2008
b operating lease arrangements
2009 2008
£000 £000
lease payments under operating leases recognised as an expense in the year impj 2870
the group has total outstanding commitments under noncancellable operating leases which fall due as follows
land and buildings other
2009 2008 2009 2008
£000 £000 £000 £000
leases expiring in one year i kpp 3430 – 14
leases expiring in two to ﬁve years inclusive m km g 10449 – 48
leases expiring after ﬁve years j mh o 7366 – –
hiln n 21245 – 62
29 contingent liabilities
there are contingent liabilities that arise in the normal course of business in respect of indemnities warranties guarantees and legal claims
however the directors have considered that none of these claims is expected to result in a material loss to the group there has been no
change in the directors’ assumptions in regard to contingent liabilities since the year ended 30 april 2008
30 related party transactions
a key management personnel
the details of key management remuneration are disclosed in the remuneration report
b the board is not aware of any related party transactions that should be disclosed
i no guarantees have been provided to any related parties
ii transactions between anite plc and its subsidiaries which are related parties have been eliminated on consolidation
anite
annual report and accounts 2009 notes to the accounts continued
section d
financial statements 79
2009 2008 2007 2006 2005
£000 £000 £000 £000 £000
results
revenue pg g po 92807 95297 85139 77000
adjusted operating proﬁt i g g kl 18709 22491 20480 15897
disposed businesses – 202 456 159 67
share based payments ho n k 1951 1602 944 587
amortisation of acquired intangible assets kg kg  3416 1277 ––
restructuring costs kn n g  3328 –– –
operating proﬁtloss – continuing operations pj mh 10216 20068 19695 15377
proﬁt attributable to equity holders of anite plc j m j kj 13234 20271 8869 6657
assets employed
noncurrent assets hg jl pi 121170 131368 54244 52192
current assets n ki hp 86555 89893 94893 91630
assets held for sale – –– 473 1415
current liabilities kij gj 82096 97622 94246 92690
liabilities directly associated with assets
classiﬁed as held for sale – –– 519 1464
noncurrent liabilities lhlpo  63085 58697 10880 12962
ojphg 62544 64942 43965 38121
key statistics
earnings per share – basic h hjp 38p 58p 25p 19p
– diluted h g o p 37p 57p 25p 19p
anite
annual report and accounts 2009 fiveyear summary
section d
financial statements 80
we have audited the parent company ﬁnancial statements of anite plc for the year ended 30 april 2009 which comprise the balance sheet the
cash ﬂow statement the statement of changes in equity and the related notes 1 to 17 the ﬁnancial reporting framework that has been applied
in their preparation is applicable law and international financial reporting standards ifrss as adopted by the european union
this report is made solely to the company’s members as a body in accordance with sections 495 496 and 497 of the companies act 2006
our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditors’ report and for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone other
than the company and the company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
as explained more fully in the directors’ responsibilities statement the directors are responsible for the preparation of the parent company
ﬁnancial statements and for being satisﬁed that they give a true and fair view our responsibility is to audit the parent company ﬁnancial
statements in accordance with applicable law and international standards on auditing uk and ireland those standards require us to comply
with the auditing practices board’s apb’s ethical standards for auditors
scope of the audit of the ﬁnancial statements
an audit involves obtaining evidence about the amounts and disclosures in the ﬁnancial statements sufﬁcient to give reasonable assurance that
the ﬁnancial statements are free from material misstatement whether caused by fraud or error this includes an assessment of whether the
accounting policies are appropriate to the parent company’s circumstances and have been consistently applied and adequately disclosed the
reasonableness of signiﬁcant accounting estimates made by the directors and the overall presentation of the ﬁnancial statements
opinion on ﬁnancial statements
in our opinion the parent company ﬁnancial statements
 give a true and fair view of the state of the parent company’s affairs as at 30 april 2009
 have been properly prepared in accordance with ifrss as adopted by the european union and
 have been prepared in accordance with the requirements of the companies act 2006
opinion on other matters prescribed by the companies act 2006
in our opinion
 the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the companies act 2006 and
 the information given in the directors’ report for the ﬁnancial year for which the ﬁnancial statements are prepared is consistent with the
parent company ﬁnancial statements
matters on which we are required to report by exception
we have nothing to report in respect of the following matters where the companies act 2006 requires us to report to you if in our opinion
 adequate accounting records have not been kept by the parent company or returns adequate for our audit have not been received from
branches not visited by us or
 the parent company ﬁnancial statements and the part of the directors’ remuneration report to be audited are not in agreement with the
accounting records and returns or
 certain disclosures of directors’ remuneration speciﬁed by law are not made or
 we have not received all the information and explanations we require for our audit
other matter
we have reported separately on the parent company ﬁnancial statements of anite plc for the year ended and on the information in the
directors’ remuneration report that is described as having been audited
peter o’donoghue fca senior statutory auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditors
london united kingdom
30 june 2009
anite
annual report and accounts 2009 independent auditors’ report company
section d
financial statements 81
2009 2008
note £000 £000
noncurrent assets
intangible assets 2 ln 111
property plant and equipment 3 h h nh 1129
investments in subsidiaries 4 hk g lgj 170577
deferred tax assets 5 kpg 557
hk i i ih 172374
current assets
trade and other receivables 6 n jk 991
amounts owed by group undertakings 7 jopmh 40510
cash and cash equivalents 8 ki j hj 30219
oig go 71720
total assets iikiip 244094
current liabilities
trade and other payables 9 j i hk  3419
amounts owed to group undertakings 7 m lm ko  82279
current tax payable j om g 6413
n i n ii  92111
noncurrent liabilities
provisions 1 0 lpoh  1000
total liabilities nongj 93111
net assets hkllim 150983
equity
issued share capital 11 jj m kk 33854
share premium account ilkol 25406
own shares j ml n 5132
merger reserve jpgi p 39029
capital redemption reserve inkh 2485
retained earnings koio k 55341
total equity hkllim 150983
approved by the board on 30 june 2009 and signed on its behalf by
c j humphrey
chief executive
30 june 2009
anite
annual report and accounts 2009 company balance sheet
30 april 2009
section d
financial statements 82
share capital
share premium own merger redemption retained
capital account shares reserve reserve earnings total
£000 £000 £000 £000 £000 £000 £000
balance at 1 may 2007 35325 25010 1019 39029 859 35845 135049
changes in equity for the year
to 30 april 2008
proﬁt for the year –– ––– 29392 29392
total recognised income and expense
for the year –– ––– 29392 29392
issue of share capital 155 396 –– –– 551
purchase of own shares into treasury –– 4333 –– – 4333
sale of own shares from treasury –– 220 –– 220 –
dividend paid –– ––– 3709 3709
share buy back and cancellation 1626 –– – 1626 7497 7497
recognition of sharebased payments
for subsidiaries –– ––– 1081 1081
recognition of sharebased payments before tax –– ––– 1216 1216
deferred tax related to sharebased payments –– ––– 767 767
balance at 30 april 2008 33854 25406 5132 39029 2485 55341 150983
changes in equity for the year
to 30 april 2009
proﬁt for the year –– ––– 6790 6790
total recognised income and expense
for the year –– ––– 6790 6790
issue of share capital 46 79 –– –– 125
purchase of own shares into treasury –– 195 –– – 195
sale of own shares from treasury –– 1670 – 1670 –
dividend paid –– –– 12903 12903
share buy back and cancellation 256 –– 256 660 660
recognition of sharebased payments
for subsidiaries –– ––– 4 4
recognition of sharebased payments before tax –– ––– 1311 1311
deferred tax related to sharebased payments –– ––– 79 79
balance at 30 april 2009 jjmkk ilk ol jmln  jpgip inkh koiok hk ll im
anite
annual report and accounts 2009 company statement of changes in equity
for the year ended 30 april 2009
section d
financial statements 83
2009 2008
total total
note £000 £000
operating activities
proﬁt for the year mnpg 29392
adjustments for
tax credit jl g 492
dividend income from subsidiary undertakings inggg 10000
sharebased payment expense hjhh 1216
finance chargesincome hhll 1659
depreciation of property plant and equipment 3 j pn 290
amortisation of intangible assets 2 kn 38
reversal of investment impairment 4 h i og  20974
exchange differences arising on translation of amount due to subsidiary undertakings mkkp 4583
impairmentreversal of amount due from subsidiary undertakings lglo 4694
proﬁt on disposal of property plant and equipment hj –
decrease in provisions klm –
increase in provisions – restructuring costs kpgp –
operating cash ﬂows before movements in working capital i po j 2300
decrease in receivables n o 84
decrease in payables hp j 247
cash used in operations j gp o 2463
interest received from subsidiary undertakings hmpm 461
interest received hngk 1308
interest paid oj –
income taxes paid – 1158
net cash generated byused in operating activities ihp 1852
cash ﬂow from investing activities
purchase of property plant and equipment lo 229
purchase of software licences hg 112
proceeds from disposal of property plant and equipment j l –
dividend received from subsidiary undertakings ingg g 10000
net cash generated from investing activities impm n 9659
cash ﬂow from ﬁnancing activities
issue of ordinary share capital hil 551
share buyback for cancellation mm g 7497
purchase of own shares into treasury hp l 4333
dividend paid to company’s shareholders hipgj 3709
movement in amount due tofrom group undertakings
1
h klp 19563
net cash used ingenerated from ﬁnancial activities hlgpi 4575
net increase in cash and cash equivalents higpk 12382
cash and cash equivalents at 1 may jgih p 17837
cash and cash equivalents at 30 april 8 ki j hj 30219
1 movement in amount due tofrom group undertakings is primarily due to cash transfers and group relief receipts from subsidiary undertakings
anite
annual report and accounts 2009 company cash flow statement
for the year ended 30 april 2009
section d
financial statements 84
1 basis of preparation and accounting policies
a basis of preparation
anite plc has presented separate ﬁnancial statements in accordance with international financial reporting standards ifrs as permitted
by the companies act 2006
the company has taken the exemption from section 2304 of the companies act 2006 from preparing the income statement and related
notes when the group’s consolidated income statement has been presented
b accounting policies
the accounting policies as set out in note 1to the consolidated ﬁnancial statements have been applied in the preparation of these company
ﬁnancial statements
2 other intangible assets
software licences
£000
cost
at 1 may 2007 185
additions 112
transfers to subsidiary undertakings 104
at 30 april 2008 193
additions 9
disposals 4
transfers to subsidiary undertakings 20
at 30 april 2009 h no
amortisation
at 1 may 2007 95
amortisation 38
transfers to subsidiary undertakings 51
at 30 april 2008 82
amortisation 47
disposals 4
transfers to subsidiary undertakings 4
at 30 april 2009 h ih
net book value at 30 april 2009 ln
net book value at 30 april 2008 111
anite
annual report and accounts 2009 notes to the company accounts
section d
financial statements 85
3 property plant and equipment
plant ﬁxtures
equipment and
computers motor vehicles total
£000 £000 £000
cost
at 1 may 2007 838 702 1540
additions 210 536 746
at 30 april 2008 1048 1238 2286
additions 44 415 459
disposals 41 – 41
transfers from subsidiary undertakings 21 – 21
transfers to subsidiary undertakings 37 – 37
at 30 april 2009 hg jl hmlj imoo
accumulated depreciation and impairment
at 1 may 2007 651 216 867
charge for the year 142 148 290
at 30 april 2008 793 364 1157
charge for the year 134 263 397
disposals 19 – 19
transfers from subsidiary undertakings 4– 4
transfers to subsidiary undertakings 22 – 22
at 30 april 2009 o pg min hlhn
net book value at 30 april 2009 h kl hgim hhnh
net book value at 30 april 2008 255 874 1129
4 investments in subsidiaries
2009 2008
£000 £000
cost
at 1 may ikhllo 205781
additions
1
lmk 1081
transfers from subsidiary undertakings – 34696
liquidation of nonoperational subsidiary kmhii –
disposal of subsidiary undertakings lm o –
at 30 april hplkji 241558
provisions for impairment
at 1 may ngpo h 91955
liquidation of nonoperational subsidiary hknni –
reversal of impairment hiog 20974
at 30 april lkpip 70981
net book value hkglgj 170577
1 this relates to capital contributions made by the company to its subsidiaries equal to the sharebased payments recognised by these subsidiaries in their accounts
anite
annual report and accounts 2009
section d
financial statements 86
5 deferred tax assets
shortterm
accelerated sharebased timing tax advance
tax depreciation payments differences losses corporation tax total
£000 £000 £000 £000 £000 £000
at 1 may 2007 57 891 32 – 953
creditcharge to income statement for the year 7 369 3 2 – 371
credit to equity for the year – 767 –– – 767
at 30 april 2008 64 493 –– – 557
creditcharge to income statement for the year 77 223 –– – 146
credit to equity for the year – 79 –– – 79
at 30 april 2009 h kh j kp –– – kpg
there are no deferred liabilities that have been offset as permitted by ias 12
6 trade and other receivables
2009 2008
£000 £000
amounts falling due within one year
trade receivables hip 140
other receivables nh 250
prepayments ljk 601
n jk 991
the directors consider that the carrying amount of trade and other receivables approximates their fair value
the trade receivables do not include any advances or retentions at 30 april 2009 and april 2008
7 amounts owed byto group undertakings
the directors consider that the carrying amount of amounts owed by and to group undertakings approximates their fair value the provision for
impairment of amounts owed by group undertakings was £175m2008 £124m
anite
annual report and accounts 2009 notes to the company accounts continued
section d
financial statements 87
8 cash and cash equivalents
2009 2008
£000 £000
cash at bank and in hand mlg 21748
overdrafts ol k –
term and overnight bank deposits kilh n 8471
ki j hj 30219
cash at bank and in hand was invested on a ﬂoating rate basis and was therefore subject to cash ﬂow interest risk the company has the legal
right of set off for certain of its overdraft and cash balances under a master netting arrangement within its banking facilities
term and overnight bank deposits comprise money market deposits which attract interest rates based on market rates ﬁxed for periods of up to
three months the directors consider that the carrying amounts of cash and cash equivalents approximate to their fair values
for the purposes of the cash ﬂow statement cash and cash equivalents comprise the above amounts
the carrying value of the company’s cash and cash equivalents and overdrafts are denominated in the following currencies
2009 2008
£000 £000
euro mlg 10264
sterling khmm j 19955
ki j hj 30219
9 trade and other payables
2009 2008
£000 £000
trade creditors lok 604
other taxes and social security hlo 257
other creditors o o 88
accruals ijok 2470
j i hk 3419
trade and other payables principally comprise trade purchases and other operating costs
the directors consider that the carrying amount of trade payables approximates to their fair value
10 provisions
property provision
£000
at 1 may 2008 1000
established during the year 5401
release of provision credited to proﬁt and loss 92
utilised during the year 456
unwinding of discount 128
at 30 april 2009 lpoh
the established provision in the year includes an amount of £50m in relation to the empty space within the group’s corporate ofﬁce in slough
resulting from the disposal of anite public sector in october 2008 and £04m in respect of dilapidation obligations under an operating property
lease and disclosed under “noncurrent liabilities” in the balance sheet
anite
annual report and accounts 2009
section d
financial statements 88
11 share capital
the movements on share capital are disclosed in note 26 to the consolidated ﬁnancial statements
12 sharebased payments
the company operates several share option plans including saye and other sharebased schemes the terms are disclosed in note 8 to the
consolidated ﬁnancial statements
details of the share options outstanding during the year are as follows
2009 2009 2008 2008
saye other sharebased saye other sharebased
weighted weighted weighted weighted
number of average number of average number of average number of average
share options exercise price share options exercise price share options exercise price share options exercise price
outstanding at 1 may jmjol kmp hiikjlki hgp 104941 30p 7967232 21p
granted during the year –– jklknkj – –– 4378577 –
exercised during the year ––– – 68556 23p 1690 –
lapsed during the year hnmkh kmp jlnhpkl hp –– 100577 17p
outstanding at 30 april honkk kmp hihimjkg hgp 36385 46p 12243542 10p
exercisable at 30 april – hkknopn – 2848354
weighted average fair value
of awards granted during year – im – 28
weighted average remaining
contractual life years gj mn 13 58
exercise price kmp ggpongp 23p46p 00p765p
saye other sharebased
weighted weighted
outstanding average outstanding average
options at remaining weighted options at remaining weighted
30 april contractual average 30 april contractual average
2009 life exercise price 2009 life exercise price
exercise price range
0p ––– pjjhpih nj –
1p – 40p ––– poijoi kh jkp
41p – 806p honkk gj kmp hohigjn ko lip
honkk gj kmp hihimjkg mn hgp
the fair values for the above options were calculated using the blackscholes and stochastic option pricing models the inputs into these
models are disclosed in note 8 to the consolidated ﬁnancial statements
the company recognised total expenses of £1311000 2008 £1216000 related to equitysettled sharebased payment transactions during
the year
anite
annual report and accounts 2009 notes to the company accounts continued
section d
financial statements 89
13 commitments
a capital commitments
there were no capital commitments at 30 april 2009 and 2008
b operating lease arrangements
2009 2008
£000 £000
lease payments under operating leases recognised as an expense in the year phk 972
the company has total outstanding commitments under noncancellable operating leases which fall due as follows
land and buildings
2009 2008
£000 £000
leases expiring in one year oni 872
leases expiring in two to ﬁve years inclusive ihop 3064
jgmh 3936
14 contingent liabilities
the company has contingent liabilities which have not been provided for in the accounts in respect of performance guarantees given by the
company in respect of subsidiary contracts with third parties the nature of these performance guarantees is such that they would only come
into effect in the case of a major default of a subsidiary in performing these contracts it is not practical to estimate the amount of the liability
anite plc is a guarantor of the overdraft and syndicated facilities of the group totalling £45m 2008 £95m of which £20m 2008 £45m was
drawn down at 30 april 2009 details of the borrowings are set out in note 19 of the consolidated ﬁnancial statements
15 related party transactions
a subsidiaries
the company has outstanding balances with its wholly owned subsidiaries the amounts owed by and owed to subsidiaries are disclosed in the
balance sheet these loans are unsecured and interest is calculated based on market rates
during the year the company entered into the following transactions with its subsidiaries
2009 2008
£000 £000
management fees receivable ilpn 4064
interest payablereceivable ihih 362
other costs recharged to subsidiaries jnhj 962
net cash transfersintercompany settlement to subsidiaries hkiik 45117
b key management personnel
the key management personnel are deemed to be the members of the board of directors of the company which has responsibility for planning
directing and controlling the activities of the company transactions with key management personnel are disclosed in the directors’ report
anite
annual report and accounts 2009
section d
financial statements 90
16 staff costs
the average number of persons employed including executive directors was as follows
2009 2008
number number
europe – united kingdom jk 37
the amount charged in arriving at the operating proﬁt for the year in respect of all employees was as follows
2009 2008
£000 £000
wages and salaries imon 2796
social security costs ipj 424
sharebased payments hjhh 1216
other pension costs hki 179
kkjj 4615
17 financial risk management
a capital risk management
the company manages its capital structure to ensure it is operating as a going concern and maximising the returns of the shareholders through
the optimisation of its equity balance
the company’s capital structure is as follows
2009 2008
£000 £000
cash and cash equivalents kijhj 30219
amounts owed to group undertakings mlmko 82279
total equity hkllim 150983
capital employed hmoomh 203043
b signiﬁcant accounting policies
details of the signiﬁcant accounting policies and methods adopted the basis of measurement and the basis on which income and expenses are
recognised in respect of each class of ﬁnancial asset liability and equity are disclosed in note 1 to the consolidated ﬁnancial statements
c categories of ﬁnancial instruments
the following assets and liabilities at carrying values meet the deﬁnition of ﬁnancial instruments and are classiﬁed according to the following
categories
2009 2008
note £000 £000
loans and receivables
cash and cash equivalents 8 kijhj 30219
trade receivables 6 hip 140
amounts owed by group undertakings jopmh 40510
financial assets ohkgj 70869
amortised cost
trade payables 9 lok 604
amounts owed to group undertakings mlmko 82279
financial liabilities mmiji 82883
anite
annual report and accounts 2009 notes to the company accounts continued
section d
financial statements 91
17 financial risk managementcontinued
d financial risk management
the company’s ﬁnancial assets and liabilities mainly comprise cash and liquid resources and various items such as trade receivables and
payables that arise directly from its operations
the main risks arising from the company’s ﬁnancial instruments are market risk primarily exposure to changes in the interest rate and
foreign currency risks liquidity risk and credit risk the board reviews and agrees policies for managing each of these risks which are
summarised below
e market risk – interest rate
the group ﬁnances its operations and acquisitions through a mixture of reserves bank borrowings and new equity and this policy is reviewed
from time to time the group borrows in the desired currencies at ﬂoating rates of interest and manages the interest rate risk by selectively
using interest rate swaps and caps any surplus cash is converted into sterling and is invested in shortterm money market and bank deposits at
the prevailing rates of interest in order to achieve the market rate of return
the ﬁnancial assets and liabilities that are interestbearing and expose the company to interest rate risk are as follows
i cash and cash equivalents note 8 the weighted average ﬂoating interest rate for these ﬁnancial assets which were based on the sterling
libor or equivalent market rates ﬁxed for periods up to three months was 30 2008 55
ii interest bearing intercompany debtors and creditors the weighted average of these interest rates net are 67 2008 6 these rates
are linked to libor plus margin the margin is 085 as stipulated in the loan agreement
interest rate sensitivity analysis
the sensitivity analyses below have been determined based on the exposure to interest rates for both ﬁnancial assets and liabilities both
including derivative instruments as listed above at balance sheet date
the table below demonstrates the sensitivity to a 1 change in interest rates with all other variables held constant applied to the major
currencies of net variable rate assetsliabilities 1 is the sensitivity rate that represents management’s assessment of the reasonably possible
change in interest rates in the next 12 months
£denominated €denominated
2009 2008 2009 2008
£000 £000 £000 £000
cash and cash equivalents khmmj 19955 mlg 10264
amount due tofrom group undertakings iklpk 1527 lhioh 43296
net variable rate assetsliabilities mmiln 21482 lgmjh 33032
£ interest rate € interest rate
2009 2008 2009 2008
£000 £000 £000 £000
proﬁt before tax – gainloss
1 change in interest rate mmj 215 lgm 330
1 change in interest rate mmj 215 lgm 330
the fair value of ﬁnancial assets and liabilities is not materially different from the book value recorded at 30 april 2009 and 2008
anite
annual report and accounts 2009
section d
financial statements 92
17 financial risk managementcontinued
f market risk – foreign currency
foreign currency sensitivity analysis
the table below shows the company’s currency exposures in the proﬁt and loss account arising from the monetary assets and monetary
liabilities of the company that are not denominated in sterling its functional currency the sensitivity analyses below are based on a 10
appreciationdepreciation of euro against sterling applied to the net monetary assets or liabilities denominated in this currency at reporting
date the sensitivity analysis includes amounts owed by the group undertakings
€denominated
2009 2008
£000 £000
monetary assets mlg 10264
monetary liabilities lhioh 43296
net monetary liabilities lgmjh 33032
€ currency
2009 2008
£000 £000
proﬁt before tax – gainloss
10 depreciation kllo 3003
10 appreciation lmgj 3670
in management’s opinion the sensitivity analysis is based on the monetary assets and liabilities at the reporting date and it therefore does not
fully reﬂect the exposure during the year a eurodenominated cash amount of €122m £96m was transferred from a subsidiary at 30 april
2008 which results in the higher euro cash balance for that year
g other price risks
the company is not exposed to other price risks apart from interest rate and foreign exchange risk
h credit risk
credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a ﬁnancial loss to the company
the company’s maximum exposure to credit risk is as follows
2009 2008
note £000 £000
cash and cash equivalents 8 kijhj 30219
trade receivables 6 hip 140
amounts owed by group undertakings jopmh 40510
ohkgj 70869
the credit risk on cash and cash equivalents is limited because the counterparties to these assets are highly rated ﬁnancial institutions
the amounts presented in the table above are net of allowances for doubtful recoverability and foreseeable losses
the table below shows the movements in the provision for impairment of amounts owed by group undertakings
amounts owed by
group undertakings
2009 2008
£000 £000
at 1 may hiklj 4220
charge for the year nhih 13331
release in the year igmj 5098
at 30 april hnlhh 12453
anite
annual report and accounts 2009 notes to the company accounts continued
section d
financial statements 93
17 financial risk management continued
the ageing of the individually impaired amounts owed by group undertakings is as follows
amounts owed by
group undertakings
2009 2008
£000 £000
less than three months overdue jihg 8098
three to six months overdue hogi –
six to nine months overdue i j 134
nine to twelve months overdue i j –
more than twelve months overdue hikl j 4221
hn lhh 12453
the ageing of the trade receivables and amounts owed by group undertakings excluding those that have been impaired is as follows
amounts owed by
trade receivables group undertakings
2009 2008 2009 2008
£000 £000 £000 £000
not past due hio 140 jil 11150
past due
less than one month overdue – – hijk 33
one to two months overdue h – igho –
two to three months overdue – – h nji 604
more than three months overdue – – jnhh m 29931
– – j o m jm 29360
balance at 30 april hip 140 jopm h 40510
the credit quality of those debts owed by group undertakings that are past due but not impaired has been assessed at the reporting date and
has not signiﬁcantly changed there is no reason why these amounts will not be recovered in due course
i liquidity risk
the company’s objective is to maintain a balance and continuity of funding and ﬂexibility through the use of bank overdrafts and bank
syndicated facilities working capital requirements are mainly funded through dividend income from its subsidiary undertakings
the group’s uk overdraft facility was renewed during the year and as a result of the disposal of anite public sector reduced to £5m net
2008 £10m net the amount drawn down under these facilities at 30 april 2009 and 2008 was £nil
the company is a guarantor of the group’s overdraft and syndicated revolving credit facilities of £45m 2008 £95m of which £25m 2008
£50m was undrawn at 30 april 2009 the company is also a party to an unlimited omnibus setoff arrangement to secure the liability of the
company and certain group companies with lloyds tsb bank plc
maturity proﬁle
the table below summarises the maturity proﬁle of the group’s undiscounted cash ﬂows of the ﬁnancial liabilities which approximate their fair
value and the earliest date on which the group is required to pay
less than one year
2009 2008
£000 £000
trade payables lok 604
amounts owed to group undertakings mlmko 82279
mm i ji 82883
anite
annual report and accounts 2009
section d
financial statements 94
anite
annual report and accounts 2009 group directory
section e
additional information
anite plc
head ofﬁce
ancells business park
harvest crescent
fleet
hampshire gu512uz uk
t 44 0 1252 775200
f 44 0 12 52 755280
wwwanitecom
anite wireless
head ofﬁce
ancells business park
harvest crescent
fleet
hampshire gu512uz uk
t 44 0 1252 7752 00
f 44 0 1252 77529 9
e telecomsanitecom
wwwanitecomtelecoms
finland
nemo head ofﬁce anite finland ltd
kiviharjunlenkki id
oulu 90220
finland
t 358 50 395 7700
f 358 8 551 6182
usa
anite telecoms inc
1900 e golf road
centennial center
suite m50
schaumburg il 60173 usa
t 1847 273 3800
f 1847 995 0085
anite telecoms inc
9740 scranton road
centerwest plaza
suite 320
san diego ca 921 21usa
t 1858 587 6620
f 1858 587 6625
anite telecoms inc
6225 n state hway 16 1
suite 425
irving texas 75038 usa
t 121 4 566 4997
f 1972 929 9898
japan
anite telecoms kk
22nd floor 161 kamiookanishi
konanku yokohamashi
kanagawa 2330002 japan
t 8145 849 216 1
f 8145 849 21 65
china
anite telecoms ltd
beijing representative ofﬁce
room 1206 block c
central international trade centre
6a jianguomenwai avenue
chao yang district
beijing 100022 p r china
t 86 10 6563 0200
f 86 10 6563 0201
china
anite telecoms ltd
shanghai representative ofﬁce
24h shanghai international tower
no 360 south pudong road
pudong new area
shanghai 200120 p r china
t 86 215877 8200
f 86 215877 8203
anite wireless trading beijing ltd
room 210921 f
the exchange building
11 8 jian guo road
chao yang district
beijing 1000022 p r china
t 86 10 6567 8528
f 86 10 6567 8521
taiwan
anite telecoms ltd
room 1704 17 fl no333
keelung road sec 1
xinyi district
taipei 110 taiwan
t 886 0 2 2722 6890
f 886 0 2 2722 6896
south korea
anite telecoms korea ltd
1803 korea teacher’s pension building 18f
272yoidodong
youngdeungpoku
seoul 150742 south korea
t 82 2 3775 3661
f 82 2 3775 3662
singapore
anite singapore pte ltd
101thomson road
2005 united square
singapore 307591
t 65 6254 9003
f 65 6254 9885
india
anite telecoms india pvt ltd
2207 “sai shakti” 2nd floor
80 feet road kodihalli
indiranagar
bangalore 560 008 india
t 9180 4031 1800
f 9180 4031 1810
dubai
anite finland ltd
dafza
po box 293832
dubai united arab emirates
t 9715045 16393 95
anite travel
head ofﬁce
353 buckingham avenue
slough
berkshire sl1 4pf uk
t 44 0 1753 804000
f 44 0 1753 735735
e travelanitecom
wwwanitecomtravel
burgess hill
innovation drive
burgess hill
west sussex rh159tw uk
t 44 0 1753 804000
f 44 0 1753 804075
australia
anite travel systems pty ltd
243 miller street
north sydney
nsw 2060 australia
t 61 0 2 9923 1351
germany
anite travel systems gmbh
industriestrasse 161
sürth rodenkirchen
d50999 cologne germany
t 49 0 223 6888770
anite managed services
head ofﬁce
353 buckingham avenue
slough
berkshire sl14pf uk
t 44 0 1753 804000
f 44 0 1753 735735
e managedservicesanitecom
wwwanitecommanagedservices
anite
annual report and accounts 2009
section e
additional information 96
anite
annual report and accounts 2009 information for shareholders
section e
additional information
registered ofﬁce
353 buckingham avenue
slough
berkshire sl1 4pf uk
t 44 0 1753 804000
f 44 0 17 53 804497
wwwanitecom
registered number
anite plc’s registered number is 1798114
shareholder enquiries
equiniti limited maintain the company’s register of members if any of your details change or if you have any queries regarding your
shareholding please contact the registrars at
equiniti limited
aspect house
spencer road
lancing
west sussex bn99 6da uk
t 0871384 21 81 international 44 121415 7047
textphone for shareholders with hearing difﬁculties 0871384 2255 international 44 121415 7028
equiniti also offer a range of shareholder information on line at wwwshareviewcouk
share dealing service
shareview dealing a telephone and internet share dealing service is provided through equiniti and is a convenient way to sell your anite plc
shares or add to your holding commission is 15of the value of the transaction on the ﬁrst £50000 with a minimum charge of £25 and
02 thereafter for telephone dealing and 1with a minimum of £20 for internet dealing for telephone dealing call 08456 037 037
between 800am and 430pm monday to friday and for internet dealing log on to wwwshareviewcoukdealing you will need your
shareholder reference number as shown on your share certiﬁcate if you wish to sell or your debit card number if you wish to buy
anite corporate individual savings account isa
a single company isa is now available to anite plc shareholders through equiniti for further details or to obtain a brochure please contact
the isa helpline on 0871384 2244 international 44 121415 7171
multiple accounts on the shareholder register
if you have received two or more copies of this document it may be because there is more than one account in your name on the
shareholder register this may be caused by either your name or address appearing on each account in a slightly different way for security
reasons the registrars will not amalgamate the accounts without your written consent so if you would like any multiple accounts combined
into one account please write to equiniti at the above address
sharegift
sharegift is a charity share donation scheme for shareholders administered by the orr mackintosh foundation it is especially for those who
may wish to dispose of a small parcel of shares the value of which makes it uneconomic to sell on a commission basis further information
can be obtained at wwwsharegiftorg or from equiniti
financial calendar
annual general meeting 15september 2009
halfyear end 31october 2009
preliminary announcement of halfyear 200910 results december 2009
financial year end 30 april 2010
preliminary announcement of 200910 results july 2010
dividend payment timetable
announcement 1july 2009
declared at annual general meeting 15september 2009
exdividend date 16september 2009
record date 18september 2009
payment date 20 october 2009 designed and produced by 85four
this report is printed on hello silk paper this paper is made from 100 virgin wood fibre from wellmanaged
forests independently certified according to the rules of the forest stewardship council fsc it is manufactured
at a mill that is certified to iso14001 and emas environmental standards the mill uses pulps that are totally
chlorine free tcf and some pulp is bleached using an elemental chlorine free ecf process the inks in printing
this report are all vegetablebased
printed at st ives westerham press ltd iso14001 fsc certified and carbonneutral® anite plc
353 buckingham avenue
slough
berkshire
sl1 4pf
uk
t 44 0 1753 804000
f 44 0 1753 804497
wwwanitecom
anite plc annual report and accounts 2009


Summary:
 6
anite
annual report and accounts 2009 chief executive’s review
section b
review
overview of the year
in my ﬁrst review as chief executive i am delighted to be able to
report that anite is in a robust condition in what was an extremely
challenging economic environment our wireless and travel divisions
both performed well in the year while the sale of our public sector
division was a further demonstration of our commitment to
refocusing our business
the divisional results were achieved despite the ongoing
consolidation among our customers in the travel industry and the
long development phase of 4g – the nextgeneration mobile phone
technology – having an impact on our revenue in addition the sale
of our public sector division enabled us to reduce our bank
borrowings to focus our resources on our core businesses and to
pay a special dividend to our shareholders as a result of the sale the
group now employs fewer people and has lower sales but margins
and proﬁts are higher than they were ﬁve years ago and our balance
sheet is much stronger
our revenue and operating proﬁt beneﬁted from signiﬁcant currency
movements during the year volatility which directly resulted from the
global economic crisis currency and interest changes also however
had an impact on the value of the company’s investments and
hedging liabilities in short the sterling value of our underlying
eurodenominated asset – represented by our network testing
business – increased but was matched by a rise in the total value of
our derivative ﬁnancial liabilities taken out at the time of its purchase
delivering shareholder value continues to be imperative during the
year we returned cash to shareholders through a special dividend
increased the ordinary dividend cancelled shares through a share
consolidation and began buying back shares
our markets
anite is structured into two marketfacing divisions wireless and
travel wireless is further structured into two operations handset
testing and network testing handset testing provides specialist
systems and software to enable mobile phone manufacturers to
bring new handsets and data cards to market quickly network testing
provides a range of systems which enable mobile phone operators
to test the efﬁciency and effectiveness of their networks as well as
of different makes of handset in live situations travel provides
industryleading reservation systems to tour operators airline
consolidators and cruise ferry and rail companies
wireless
handset testing
our handset testing business based in fleet hampshire provides
customers with a single expandable platform to test new handsets’
viability conformance with industry standards and ability to
interoperate with multiple networks and other devices
the main drivers of growth in handset testing are the constant
changes and improvements in mobile phone technology and the
number of new handset models which are launched each year
these combined with the different conﬁgurations used by network
operators mean that before mobile phones are ready to be sold they
must go through development testing to ensure functionality
conformance testing to ensure they meet industry standards and
interoperability testing iot to ensure they are able to communicate
with multiple networks and other devices older technologies do not
become redundant when new generations are introduced and any
new testing regime must also incorporate the means to test them
our strongest market has historically been in conformance testing
but we have recently strengthened our position in iot and are
working with our hardware partner agilent on the development of
our new system for 4g lte testing our initial system which has
secured early market position with key lte customers will be
replaced by an agilent hardwarebased system in due course
full functionality will be progressively introduced during 2009
and enhanced during 2010 in common with all our competitors
the very nature of this leadingedge development programme
means that risks remain around the timing and delivery of the
completed products
performance
we achieved a growth in proﬁts this year despite a minor decline in
revenue from legacy products and an increase in development costs
for our 4g testing solutions since a large proportion of handset
testing’s revenue is in us dollars and euros – while the majority of its
cost base is in sterling – the business beneﬁted from the appreciation
of the us dollar and the euro against sterling
during the year we made good progress in the development of
our software for testing 4g devices and are already supplying key
customers with our own initial systems we also restructured the
business new management and sales executives have resulted in the
business becoming more market facing and we have now established
regional directors in each major geographic area europe and the
middle east asia and the americas
“we continue to execute our strategy and i am confident
that the work we will undertake during the current financial
year will help us to build foundations for future growth
to ride out the prevailing economic storm and to deliver
shareholder value”
christopher humphrey
chief executive 7
anite
annual report and accounts 2009
section b
review
our wireless
customers include
lte long term evolution
the introduction of nextgeneration devices such as smart
phones and data dongles has created a rapidly increasing demand
for data services it is predicted that over the next ﬁve years mobile
data trafﬁc will increase 100fold network operators face a limit
on how much trafﬁc existing networks can support yet competition
from wifi hotspots and wired broadband limits their ability to
charge for data transmission at rates comparable to those for voice
calls this clearly represents a longterm threat to their proﬁtability
as a result the network operators are constantly seeking faster
more efﬁcient and cheaper ways to deliver data
by the end of 2007  it was clear that 4g lte long term evolution
had gained wide acceptance as the most effective and universal
technology to deliver the high data capacity that is needed
lte enables network operators to support more subscribers on
their spectrum allocations at a reduced cost per bit to date
31 major operators around the globe including industry giants
att verizon and vodafone have committed to lte for their
4g networks from 2010
anite has backed lte since its inception and continues to invest
strongly in products to support its introduction working with key
mobile equipment manufacturers our initial lte testing solution is
already being used to test around ten devices we expect to be able
to supply our customers with our proprietary testing system during
the current ﬁnancial year and for lte to begin to make a signiﬁcant
impact on our revenue during 20102011
trafﬁc volume network cost
existing technologies
revenue
proﬁtability
network cost
lte
time
data dominated voice dominated
the case for lte
network operators
require low costbit
technologies to
remain profitable 8
anite
annual report and accounts 2009 chief executive’s review
section b
review
we also strengthened the handset testing management team with
a number of senior appointments including mike bonin formerly
managing director of tems the network testing division of ericsson
as managing director
strategy
our objective is to complete our basic products for testing 4g
devices and to supply customers with a common platform which has
been customised to their particular needs for development testing
conformance testing and interoperability testing
outlook
the current year will be affected by the continuing cyclical lull
between testing different generations of handsets and by a oneoff
customerled additional £4m investment that we are making in our
lte solutions following the strong takeup of smart phones and the
consequent growth of data revenues there is undoubtedly a very
strong case for lte rather than any other technology and by the end
of the current ﬁnancial year we expect to have made further
signiﬁcant progress in the development of our offer and to have
generated additional revenues from lte in the ﬁnal quarter
it is currently not possible to predict the rate of growth and
customers’ takeup of nextgeneration devices but we are conﬁdent
that our proprietary testing equipment will be in demand while we
do not expect to see a signiﬁcant return on our investment in the
technology until 2010201 1it will ultimately broaden our market and
will conﬁrm our position as one of the leaders in testing 4g devices
network testing
our network testing business nemo based in oulu finland provides
the measurement tools to enable mobile network operators to verify
test and improve coverage and quality to test the effect of new services
on existing networks and to compare the performance of different
manufacturers’ mobile phones in the same environments to enable
mobile network operators to choose the best handsets to endorse
performance
in a challenging market we deﬁed the general trend and improved
our market position and proﬁtability by winning new customers
the introduction of 3g in china brought new business and we also
increased our market share elsewhere in asia and in other emerging
markets nevertheless following the general decline in economic
conditions the second half of the year was characterised by
customers reducing their operating budgets and making shortterm
deferrals of expenditure
we ﬁnished the year with an increase in proﬁts which as elsewhere in
anite’s business was helped by the translation of eurodenominated
proﬁts into sterling
strategy
we focus on winning and retaining customers by being ﬁrst with
new technology by providing excellent aftersales service and
technical support and by maintaining strong relationships direct
with customers or through local distributors on three continents
outlook
in the short term we predict that the visibility of sales and
customers’ budgets will become more uncertain and this combined
with the recent trend of a weakening euro is likely to result in the
current ﬁnancial year being more challenging than that of 20082009
in the longer term we expect growth to continue in developing
countries particularly in the emerging markets of africa india and
latin america
in common with handset testing each evolution of technology
creates a demand for new testing and as mobile phone use
expands around the world and technology continues to develop the
longerterm prospects for our network testing business are positive
travel
our travel division based in slough berkshire is a leading supplier
of reservation content management and customer relationship
management crm software for holiday companies airline
consolidators and packaged holiday operators
performance
we continued to make good progress in our relationship with tui
germany now europe’s leading travel group during the year we are
putting into live operation the second phase of our contract with the
company – implementing comres reservations software across
its operations in central europe – and have recently been contracted
by tui to build the third phase in addition since the year end we
have signed an initial contract for comres with rewe germany’s
thirdlargest tour operator
signiﬁcant projects in this business tend to come in uneven
blocks and our results for the year should be viewed against the
exceptionally high value multiyear orders taken in the previous year
revenue and proﬁt in 20082009 were better than expected but
were inﬂuenced by a number of oneoff events balkan holidays has successfully completed its
migration to anite’s comres booking platform
“we believe the system offers us the ﬂexibility to
further grow our business in the challenging and
changing market that faces us the transactional
cost structure of anite’s com bureau service also
allows us to accurately manage costs and relate
them to our actual business volumes”
9
anite
annual report and accounts 2009
section b
review
comres
anite’s browserbased comres software is redeﬁning
technology for the travel market and supporting two
key developments
first the change in the way people take and book their holidays
which means that travel operators need a technology platform
which can offer both the traditional package holidays and support
the trend towards bespoke short breaks
as a result travel companies are demanding an increasingly
sophisticated technology platform which can deliver personalised
offers with relevant upsell and crosssell capabilities consistently
delivered across a range of their distribution channels including
travel agents call centres and increasingly the internet
many consumers now use the internet to seek a wide range
of offers comparing prices and creating their own holidays
online these changes have placed increasing pressure on travel
operators’ margins which in turn has led to recent
consolidation across the industry
now the combination of the economic downturn and high
fuel costs is encouraging holidaymakers to return to the
security of holidays organised by the major atol
licensed holiday brands this supports anite’s strategy of
positioning comres for the mid to upper tier of global
travel companies
second the major verticallyintegrated groups vigs
who own their own ﬂights accommodation and
distribution need to reduce costs by streamlining their
endtoend process from product contracting through to
distribution anite has invested heavily in this area in the
last 12months tightly integrating comres with its
mobile contracting mcs and brochure pricing bps
solutions this combination of technology is increasingly
supporting the business case for change in these vigs
tui travel plc’s central european source
market is undertaking a threeyear
migration programme onto the anite
travel comres platform it is being
implemented in three phases for a
number of countries including germany
switzerland and austria
reservations
crm
content management
finance
com ebusiness suite
com ebusiness suite
procurement
scheduled flight net deals
price modelling
contracting
distribution
web services inhouse
web
supplier gateway
gds • lcc accommodation
ferry  train
miscellaneous
credit card authorisation
resort management
comres
we believe we have secured a marketleading position in
terms of functionality performance and scalability allowing
lower cost mainstream technology hardware and power to
be deployed while enabling access to computer resources over
the internet cloud computing and charging for software on a
usage basis saas this has been borne out by our system’s
enthusiastic takeup by leading travel operators including
europe’s largest travel group tui
we continue to design reﬁnements to the software and in looking
at travel as part of a larger leisure market are considering what
other types of transactional based opportunities might beneﬁt
from our technology and its ﬂexibility “i expect the current trading year to be challenging
particularly in the first half given the impact of our additional
investment in lte and the effect of customer changes in
travel the longerterm outlook for our new travel system
and its international market and for the growing adoption
of lte technology is however very positive”
christopher humphrey
chief executive
10
anite
annual report and accounts 2009 chief executive’s review
section b
review
the economic climate put pressure on end consumers’ disposable
incomes with the result that travel operators were also under
pressure in september 2008 our customer xl which had been
the uk’s thirdlargest tour operator went into administration
in 2007 major consolidation took place in the uk when thomson
tui and first choice merged and thomas cook acquired mytravel
tui achieved synergies by bringing thomson and first choice
together and moving them onto the reservations system which was
already in use at thomson and thomas cook moved the mytravel
business to the thomas cook system since first choice and mytravel
were both our customers these changes had an impact on our results
the termination of the mytravel contract added £23m to proﬁt but
the loss of the two companies as clients will affect future revenues
since 2004 the travel business unit had supplied managed it services
to norwich union nu for one of its ﬁnancial services products this
was noncore business for us which had grown from a small initial
contract at the end of the ﬁnancial year nu moved this product
platform to another ﬁnancial services provider this too will reduce
revenue and proﬁt in 20092010
we reenergised our travel business when we strengthened its
management team during the year and appointed mike kingswood
formerly managing director of our public sector business
as managing director this has not only improved leadership
but has also revitalised the division’s strategic direction
strategy
over the past three years we have invested heavily in comres
our comprehensive and versatile browserbased reservations system
our objective is to capitalise on its ability to handle ﬁxed and ﬂexible
packaging componentbased travel dynamic packaging and all
specialist operations from a single system to enable us to continue
our overseas expansion in the short term we foresee our growth
as being in germany and central and eastern europe we already
operate a sales ofﬁce in cologne germany and are strengthening
our resources in that country
in addition we plan to migrate customers who use our legacy atop
system to comres and also to change our revenue model to one
in which we license the system to customers on an annual basis this
will have beneﬁts on both sides it will reduce the initial capital cost
for customers and will augment our recurring revenue in the future
outlook
business failures and consolidation are undoubtedly putting the travel
industry under pressure on a proforma basis we estimate that the
effect of the oneoff customer events detailed above has reduced
travel’s revenues by £11mand operating proﬁts by £6m on an
annualised basis we aim partly to mitigate this reduction through
new business and the migration of existing customers from atop
to comres
in the medium term we are conﬁdent that we will be able to
accelerate the installation rate of our increasingly conﬁgurable
and featurerich comres product at customers in the uk and
overseas it is scalable and robust and we have a proven reputation
for developing and installing software that works we believe that
customers’ increasing conﬁdence in our comres software will
enable us to maximise the shareholder value that is inherent in
this product
group strategy
our longerterm strategy is unchanged – to put wireless at the heart
of our business – but we are currently committed to operating two
successful divisions wireless and travel we will continue to look at
world markets for the organic growth of both businesses to improve
margins and to maintain strong operational cash ﬂow
equally we will continue to invest in the development of our market
leading software and will take advantage of our strong balance sheet
and ﬁnancial position to invest in carefullyconsidered complementary
acquisitions particularly in the network testing market
group outlook
i expect the current trading year to be challenging particularly in the
ﬁrst half given the impact of our additional investment in lte and the
effect of customer changes in travel the longerterm outlook for our
new travel system and its international market and for the growing
adoption of lte technology is however very positive
we continue to execute our strategy and i am conﬁdent that the work
we will undertake during the current ﬁnancial year will help us to
build foundations for future growth to ride out the prevailing
economic storm and to deliver shareholder value
christopher humphrey
chief executive
30 june 2009