annual report  accounts 20032004 contents
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adjusted
basic eps
operating
cash flow
 operating profit is stated before exceptional items and goodwill amortisation
11 financial highlights
12 chairman’s statement 
14 chief executive’s review 
18 group finance director’s review 
11 company profile
12 board of directors
13 corporate governance 
16 directors’ remuneration report 
24 environmental policy 
24 equal opportunities policy 
25 statement of directors’
responsibilities
26 independent auditors’ report 
27 group profit and loss account
28 group statement of total 
recognised gains and losses 
28 reconciliations of movements in 
shareholders’ funds 
29 balance sheets 
30 group statement of cash flows 
30 reconciliation of net cash flow 
to movement in net debtfunds 
31 notes to the accounts 
61 directors’ report 
63 directors and advisers 
64 financial calendar 
64 investor information 
northgate information solutions is a major supplier of software applications and
outsourcing solutions to the public sector human resources and corporate markets and
one of the leading suppliers of hr software in the uk the company works closely with all
of the uk’s regional police forces 30 of uk local authorities and with many corporate
organisations including more than 50 of ftse 100 companies
northgate information solutions at a glance
northgate information solutions plc financial highlights 1
northgate information solutions plc
y ear ended year ended 
30 april 2004 30 april 2003 increase
revenue £1365m £852m 60
operating profit
from continuing operations
before exceptional items and goodwill amortisation £116m £45m 158
discontinued operations exceptional items and goodwill amortisation £201m £57m
group operating loss £85m £12m
adjusted basic earnings per share 281p 183p 54
basic lossearnings per share 296p 1045p
adjusted basic earnings per share up 54
acquisitions successfully integrated
continued improvement of the business mix
 public services turnover up 47
 public services profit up 92
 human resources systems turnover up 173
 human resources systems profit up 157
 strong cash generation £137m cash generated from £116m ebita
 for continuing operations including acquisitions before exceptional items and goodwill amortisation northgate information solutions plc
chairman’s statement 2
this has been a
transformational year
for northgate and we
are now a leader in our
chosen markets strong financial performance
this has been a transformational year for northgate
information solutions during which it has achieved very
strong results since the acquisition of rebushr in january
northgate has improved its competitive position and is now
a leader in all its chosen markets turnover from continuing
operations has increased by 64 to £1365 million 2003
£833 million and trading has been and continues to be
strong across the group
operating profit from continuing operations before
exceptional items and goodwill amortisation has more than
doubled to £116 million 2003 £45 million including
organic profit of £71 million 2003 £45 million and a
pleasing first contribution of £45 million from the businesses
acquired during the year removing the effect of exceptional
items profit before tax in 2004 was £41 million 2003
£57 million after exceptional items of £142 million net
interest charges of £17 million and amortisation of goodwill
of £59 million 2003 £03 million northgate reported a
loss before tax in line with expectations of £101 million
the prior year profit before tax of £281 million was
supported by an exceptional profit of £285 million relating
to the sale of the health business in july 2002
net debt has been reduced since the completion of the
rebushr deal from £640 million to £571 million this is
due to strong trading across the group and focused working
capital management exceptional items of £142 million
include £50 million of employee share option
scheme charges and £112 million of restructuring costs
the restructuring costs mainly arose through redundancy
programmes to integrate acquired businesses into the
group and the associated rationalisation of the group’s
property portfolio
strategic transformation 
during the year northgate has made several successful
acquisitions in line with its strategy to become a significant
player in each of its chosen markets most recently with the
acquisition of rebushr in january in the first half of the year
the group acquired carapeople blue8 and hays csg and in
november pwa was added these businesses have now been
successfully integrated and have significantly strengthened
northgate’s capabilities in the small to medium enterprise
sme payroll and public safety markets this combination of
products gives the group an impressive competitive position
in its chosen markets the acquisition of rebushr has
transformed the human resources division the customer
base is strengthened and the business has increased in scale
the integration of rebushr is ahead of schedule and largely
complete the business has also performed better during the
integration period than was originally forecast making a
welcome profit contribution before exceptional items and
goodwill amortisation of £17 million to this financial year
employees
this strong set of results is a reflection of the commitment
and hard work of all our employees their performance has
been particularly impressive given the change the group has
undergone during the year i would like to thank all our
employees personally for their ongoing dedication to the
business
at the board level we have been delighted to welcome five
new directors this year sir stephen lander nick starritt and
david hodgson have joined the group as nonexecutive
directors david meaden and malcolm aldis the current
managing directors of our public services and human
resources systems hrs divisions have been appointed to
the board as executive directors i know their experience will
be invaluable to northgate as the business goes forward
outlook
the group has been focused on ensuring that rebushr
integrates smoothly and this has now been largely
completed as a result we are now well positioned to deliver
on the targets we set ourselves at the time of the acquisition
in addition to this as the board continues to seek
opportunities to create value for shareholders it will
consider further bolton acquisitions when they arise and on
a case by case basis your board remains confident that there
are significant growth opportunities available to the
company in its chosen markets
the utilisation of resources in the implementation of this
growth strategy will deliver substantial shareholder value
and accordingly the directors have decided that the
payment of a dividend is not appropriate at this time
nick irens 
chairman
28 june 2004
chairman’s statement 3
northgate information solutions plc northgate information solutions plc
chief executive’s review 4
northgate can
now compete for 
and win far broader
contracts chief executive’s review 5
northgate information solutions plc
overview
this year has marked a real step change for the group and has seen northgate information solutions take a
significant step toward realising its strategy to become the leading player in providing software and it
services to the human resources local government and public safety markets northgate has successfully
completed its integration of carapeople blue8 hays csg and pwa and the integration of rebushr is well
ahead of the group’s original expectations the group has now achieved marketleading positions in each of
its chosen growth markets
the increased scale of the business as a whole brings the group greater visibility northgate can now compete
for and win far broader contracts and it has become the strategic partner of choice for many of its customers
its enlarged suite of software products brings greater opportunities for delivering value to customers and
strengthening its relationship with them these key partner relationships are particularly important as they
give greater insight into future product development opportunities one example of this is northgate’s work
in the emerging area of complex data integration solutions for public sector agencies
public services
northgate’s public services division has shown significant
growth throughout the year with revenues up 47
from £408 million to £600 million which includes a 13
increase in turnover at an organic level operating
profit from existing operations before exceptional items
and amortisation of goodwill was £51 million 2003
£34 million this represents organic growth of 47
our front office solutions product has been a significant
growth driver with 30 new clients won during the year
bringing the total number of front office customers to 37
front office is a product which northgate developed the
company identified the market opportunity and made a
significant investment to design and build this product last
year northgate won more than 50 of all the contract
opportunities in the market demonstrating the success of its
development strategy looking ahead there is a healthy
pipeline of contracts for which northgate is bidding and the
outlook for front office is excellent since the year end we
have achieved preferred supplier status with eight further
local authorities the group is positive about the
opportunities for similar progress with the new assert
product which addresses the market need for simplified
benefits assessment
the blue8 and hays csg businesses continue to enhance
northgate’s leadership position in the criminal justice and
public safety sectors as the product range available positions
the group as a key strategic partner and gives northgate
better traction in maintaining its customer relationships
northgate has made excellent progress in combining the
technologies acquired with blue8 and hays csg which were
primarily targeted at the criminal justice sector prior to
acquisition to create improved solutions for its enlarged
customer base this progress is exemplified by recent wins in
the area of complex data management for local authorities
the home office’s penalty notice for disorder scheme has
now been successfully rolled out and implemented with 42
police forces the strength of the northgate brand has also
increased the number of customers for the nmis product
under hays’ ownership 20 forces committed to using the
product over a fiveyear period since northgate acquired it
last august it has increased the number of contracts to 38 human resources 
northgate is now the market leader in the uk hr software
sector total revenue increased by 173 from £189 million
to £515 million with revenues growing organically by 19
to £225 million 2003 £189 million and the businesses
acquired over the past year contributing an additional
£290 million of turnover operating profit before
exceptional items and amortisation of goodwill was £67
million of this underlying organic growth increased by
43 from £26 million in 2003 to £37 million and
northgate’s acquisitions over the period contributed an extra
£30 million of profit
the acquisition of rebushr has transformed the hr division
into a business of substantial scale in human resources
services and has nearly doubled its total number of
customers it can now compete with global suppliers of
enterprise software to even the largest application customers
and is well placed to take advantage of opportunities to offer
its hr applications and outsourcing services across
international markets where the opportunities arise a
number of northgate’s ukbased customers with
international operations have asked the group to provide
software into their other markets in addition the newly
acquired pwa business has a european distributor network to
which the group now has access northgate has the most
comprehensive range of software and service offerings of any
hr focused vendor and is able to address the needs of the
smallest up to the largest company employing from 5 to over
300000 employees
northgate’s resourcelink product continues to consolidate
its position as a leading integrated payroll personnel and
pensions administration software product in the uk winning
over 33 new clients over the past year rebushr’s established
product range continues to perform well and ahead of the
expectations set for the business at the time of acquisition
the group won a recent threeyear payroll outsourcing
contract with customs  excise worth £30 million
this contract combined rebushr’s payroll processing
capability with the resourcelink product demonstrating the
combined strength of the enlarged hr business
corporate sector
following the completion of our planned withdrawal from
lowmargin hardware reselling and the consequent reduction
in revenues over the previous two years our corporate sector
division has achieved better than expected revenue growth of
6 during the year new name business has included a
contract to provide sun support for cable  wireless as a
partner with hewlett packard
the division has also continued to reduce costs and to
improve profitability with operating profit before
exceptional items and amortisation of goodwill growing by
20 to £14 million 2003 £12 million whilst it is a small
player in this market the business remains profitable and
cash generative and northgate continues to manage this
business to maintain its profitability in particular this
business continues to add value to the other northgate
divisions through the outsourcing expertise that corporate
brings to noncorporate clients in addition to the corporate
sector’s stand alone business
the future
i would like to thank our shareholders and customers for their
support during a period of change i would also like to thank
all our employees for their dedication and professionalism –
this is a very good set of results and they should be proud of
what they have achieved
northgate developed marketleading positions in its chosen
markets in line with its stated strategy its acquisition
programme has delivered the opportunity to create
sustained growth with strong recurring revenues from
the high quality and growing customer list an exceptionally
high client retention rate and generally improving it
market conditions the group is well positioned to build the
next phase of northgate’s future consequently i am
confident that the company will achieve another excellent
result in 2005
the outlook for northgate is very positive as the group
continues to deliver value to its customers and to create
value for its shareholders strong levels of growth both
organic and acquisitive are expected to continue as the
group leverages its leading uk positions in the human
resources and public safety markets
chris stone
chief executive
28 june 2004
chief executive’s review 6
northgate information solutions plc
the corporate sector division in addition to
its stand alone business continues to add
value to other northgate divisions through
the outsourcing expertise it brings to them  chief executive’s review 7
the home office’ s
penalty notice for disorder
scheme has now been
successfully rolled out  
and implemented with 
42 police forces 
northgate information solutions plc our front office
solutions product has
been a significant
growth driver with
30 new clients won
during the year
northgate information solutions plc
group finance director’s review 8 group finance director’s review 9
northgate information solutions plc
overview
the year to 30 april 2004 has been a period of
transformation and growth for northgate information
solutions during the year we completed 5 acquisitions and
continued to enjoy strong growth from the local government
emergency services and human resources markets
cash flow has been strong with the group generating £137
million of cash from an operating profit before exceptional
items and amortisation of goodwill of £116 million this has
helped to support our acquisition programme
we have continued to increase the work carried out under
longterm contracts helping to underpin future earnings
operating results
group turnover of £1365 million 2003 £852 million
increased by £513 million driven by strong organic growth
and acquisitions turnover from existing operations grew by
£103 million to £936 million 2003 £833 million through
strong demand for our front office penalty notice for
disorder and resourcelink products acquisitions contributed
a further £429 million
group operating profit before exceptional items and
goodwill amortisation of £116 million grew by 129 2003
£51 million organic revenue growth increased operating
profit before exceptional items and goodwill amortisation by
56 to £71 million 2003 £45 million whilst acquisitions
contributed £45 million 2003 trading was supported by a
£05 million contribution from our health business which was
sold in july 2002 after goodwill amortisation of £59 million
2003 £03 million and exceptional items of £142 million
2003 £60 million the group recorded an operating loss of
£85 million 2003 £12 million
our order book grew substantially during the year to
£1858 million 2003 £1015 million it grew organically by
73 to £1089 million and was boosted by our acquisition
programme at any point in time our contracted and run rate
revenue now underpins over 60 of the group’s income for
the following 12 months
results by market sector including acquisitions were
• public services turnover of £600 million 2003
£408 million grew 47 with an accompanying increase
in operating profit before exceptional items and goodwill
amortisation of £32 million to £66 million 2003
£34 million organic growth accounted for £54 million of
the turnover increase and £16 million of the profit
increase primarily driven by demand for our front office
application and the national roll out of our penalty notice
for disorder software to the uk police forces
there were two acquisitions in the year hays csg was
acquired on 8 august 2003 and blue8 was acquired on
16 july 2003 for a total net consideration of £160 million
these contributed £138 million of turnover and
£15 million of operating profit before exceptional
items and goodwill amortisation
• human resources also enjoyed strong organic growth
whilst gaining a market leading position from our
acquisition programme turnover of £515 million
increased by £326 million 2003 £189 million whilst
operating profit before exceptional items and goodwill
amortisation grew £41 million to £67 million 2003
£26 million
organic revenue growth was 19 increasing turnover to
£225 million this increased operating profit before
exceptional items and goodwill amortisation by 43 to
£37 million
during the year we acquired carapeople pwa and
rebushr for a total consideration of £1932 million this
has allowed the business to develop critical mass and a
strong product offering positioning it well for further
growth hr acquisitions generated £290 million of
turnover and an operating profit before exceptional items
and goodwill amortisation of £30 million
• corporate sector sales of £258 million increased by 6
2003 £243 million leading to a higher operating profit
before exceptional items and goodwill amortisation of
£14 million 2003 £12 million an increase of 20 this
was generated through demand for it outsourcing
supported by firm cost management
exceptional items
an exceptional charge of £142 million 2003 £60 million
was recorded in the year predominantly through
restructuring businesses acquired 2004 £112 million 2003
£12 million a £50 million charge 2003 credit of
£02 million was also recorded for our employee share
option scheme and reflects a significant change in our share
price this rose by 196 to 68 pence during the year group finance director’s review 10
northgate information solutions plc
finally a £20 million vacant space provision was released
this was recorded in 2003 with our head office at hemel
hempstead being under utilised in september 2003 we
acquired the property reducing ongoing rental costs by
£20 million per annum we have also substantially improved
the group’s occupancy of this property as we have grown
cash and financing
during the year the group experienced strong cash flow from
operations generating £137 million this has been used
along with debt facilities and the issue of shares
£1223 million to fund our acquisition programme
we invested £2102 million in acquisitions in the year
the most substantial being rebushr £1761 million this left
the group with £571 million of net debt at 30 april 2004
2003 net funds £393 million
in december 2003 northgate put in place an £880 million
fiveyear syndicated loan facility this combined with our
strong cash flow will provide funds for further growth
accounting policies
the group has applied accounting principles in the year to
30 april 2004 consistent with the prior year no new
accounting standards have been adopted
northgate will adopt international financial reporting
standards ifrs with effect from 1 may 2005 the
implementation of ifrs is a major change process for which
we have established a project team and to which we are
dedicating a considerable resourcewe expect that the group
will be fully prepared for the transition in 2005 though the
implementation plan is dependent upon the completion of
the standardsetting process by the international accounting
standards board iasb and the endorsement of such
standards by the council of the european union
the impact of the transition to ifrs on our reported results
is being assessed as we move to the new standards we will
ensure that we maintain transparency in our reporting so
that our underlying performance remains visible
t axation frs19
the group has £337 million of uk trading and £521 million
of uk nontrading losses at 30 april 2004 which will help to
support our strong cash flow over the next few years
the nontrading tax losses arose from the acquisition of
rebushr a deferred tax asset of £71 million 2003
£47 million has been recognised in line with frs19
pensions
the group has two defined benefit pension schemes one of
which originates from the rebushr business acquired in
january 2004 both are now closed to new members
the northgate pension scheme had a ssap24 funding review
carried out at 31 march 2002 which showed a deficit of £32
million the rebushr pension scheme had a ssap24 funding
review carried out during november 2003 which showed a
funding shortfall of £180 million the group is contributing
approximately £21 million per annum to these deficits
applying frs17 rules to these schemes shows a deficit of
£403 million after tax at 30 april 2004 2003 £523 million
including the rebushr scheme as at 23 january 2004 this
has declined by 23 during the year through investment
performance and northgate’s funding programme the
funding of both schemes is currently deemed reasonable but
will remain under review along with the group’s overall
pension provision to its employees
risk management 
we have continued to identify and evaluate operational and
other risks faced by the group implementing changes where
required to reduce risk to manageable levels we believe that
this together with our culture of financial control underpins
the quality of earnings
earnings per share
adjusted basic earnings per share which is calculated on
profit before exceptional items discontinued activities and
deferred tax is 281 pence up 536 on the prior year
2003 183 pence basic earnings per share which includes
goodwill amortisation and exceptional costs showed a loss
of 296 pence this compares to a profit of 1045 pence in
2003 2003 was supported by an exceptional profit of
£285 million from the disposal of our health business
dividend policy
the board has reviewed its dividend policy the board does
not feel that a dividend would be appropriate at this time
shareholders’ funds
shareholders’ funds at 30 april 2004 of £1621 million show
a significant increase over the funds of £461 million at
30 april 2003 driven by strong trading and the issue of
£1223 million of shares to fund our acquisition programme
john stier
group finance director 
28 june 2004  company profile 11
northgate information solutions plc
overview
northgate information solutions is a major supplier of
software applications and outsourcing solutions to the public
sector human resources and corporate markets and one
of the leading suppliers of hr software in the uk
the company works closely with all of the uk’s regional
police forces 30 of uk local authorities and with many
corporate organisations including  more than 50 of ftse
100 companies
the company was originally founded in 1969 today
northgate employs approximately 2200 staff and has 2500
largemedium customers and almost 5000 smallmedium
customers across the uk and ireland headquartered in hemel
hempstead northgate has 21 major offices across the
uk with six further international offices northgate
information solutions has three divisions focused on the
company’s core business areas human resources systems
hrs public services encompassing both the local
government and criminal justicepublic safety markets and
corporate services
northgates customer centric approach is based on fully
understanding applicationspecific business processes this
enables organisations in both the public and private sectors
to increase their business process efficiency when deploying
northgate applications and their associated services or when
utilising the company’s wide range of high quality it services
furthermore northgate manages many customers key
systems providing a broad range of flexible and cost
effective outsourced solutions available either at client sites
or hosted at its own bs7799 accredited data centre
market leading applications
• within hrs northgate’s resourcelink is a highly scaleable
flexible and webenabled integrated suite of hr payroll
and pension modules including business intelligence and
workflow functions it is designed to increase
administration efficiencies improve management
information and reduce the total operating costs in hr
departments our empowerhr suite provides an
integrated solution for the management of personnel
recruitment and training whilst its webbased internet
recruitment and intranet solutions offer advanced
ehr capabilities when integrated with easipay
empowerhr provides hr professionals with the accurate
information required to fully develop value enhancing
people strategies
overview
• through the use of innovative it in local government
northgate is helping local authorities to transform the
delivery of public services with front office our market
leading and award winning citizen relationship
management system and assert our new and innovative
benefit assessment tool in criminal justice and public
safety northgate is also delivering public sector value
through our notice enforcement systems and national
management information system nmis solutions the
london congestion charging scheme uses northgate
software to track offenders as do the majority of police
speed cameras across the uk
• northgate’s proiv product a rapid application
development tool and reality our multivalue database
are proven software solutions that enable northgate’s
customers to develop fast robust futureproof and cost
effective business applications
outsourcing
using a wide range of it skills northgate can create a flexible
service offering that enables companies to benefit from
performance improvements whilst still maintaining or
reducing running costs northgate is a longstanding supplier
of outsourced it solutions enabling organisations in both the
public and private sectors to hand over confidently all or part
of their it requirement to northgate
northgate manages major it outsourcing contracts with
local government police and corporate clients we provide
hosted applications from our state of the art data centre and
manage clients’ it infrastructure and desktop services on site
for clients in the hr market northgate is a leading supplier
of payroll outsourcing services which range from a fully
managed service to hosting the application our client base
ranges from ftse 100 companies right through to smes board of directors 12
northgate information solutions plc
1 nick irens aged 57
nonexecutive chairman 
mr irens joined the board as nonexecutive
chairman on 7 january 2000 he was
previously chairman of cannons group plc
he is a nonexecutive director of urbium plc
and the evolution group plc and a director
of a number of other unlisted companies
4 malcolm aldis aged 50
divisional managing director
human resources systems division
mr aldis was promoted to the board on 27
may 2004 he has been managing director of
northgate’s human resources systems
hrs division since 1998 and has overseen
the rapid growth of this division and the
integration of rebushr into the group
7 david hodgson aged 47
nonexecutive director
mr hodgson was appointed a nonexecutive
director on 27 may 2004 he is a partner at
general atlantic partners the it investment
firm which has an approximately 14 stake
in northgate he serves as a director of a
number of public and private information
technology companies
2 chris stone aged 41
chief executive
mr stone was appointed a director and chief
executive on 31 october 1999 he was
formerly with accenture where he was an
associate partner he previously held senior
management positions with digital
equipment corporation uk and eds
5 david meaden aged 42
divisional managing director
public services division
mr meaden was promoted to the board on 27
may 2004 he has been managing director of
northgate’s public services division since
may 2001 with overall responsibility for
northgate’s development in the local
government criminal justice and public
safety markets
8 sir stephen lander aged 56
nonexecutive director 
sir stephen was appointed a nonexecutive
director on 29 january 2004 he was
previously directorgeneral of the security
service from 1996 until 2002 he also sits on
the board of hm customs  excise and is an
adviser to detica limited and de la rue
limited
3 john stier aged 38
group finance director and company
secretary
mr stier was promoted to group finance
director on 15 may 2003 prior to joining
northgate he held senior financial positions
with thames water plc and shanks plc
6 jack fryer aged 65
nonexecutive director 
mr fryer was appointed a nonexecutive
director on 15 december 1999 he was
previously with marconi lucas industries
rank xerox and rolls royce he is also
chairman of celoxica limited
9 nick starritt aged 50
nonexecutive director 
mr starritt was appointed a nonexecutive
director on 27 may 2004 his experience
includes four years as the group vice
president of human resources for bp plc he
was also a nonexecutive director of
rebushr before its acquisition by northgate
he is european managing director of sirota
consulting limited
 member of the audit committee remuneration committee and nomination committee  member of the remuneration committee and nomination committee
12 3
45 6
78 9 introduction
in july 2003 revisions to the combined code were published to consolidate guidance issued by higgs and smith the new code will
take effect for northgate information solutions’ 20042005 financial year although northgate has already identified the main issues
which need to be addressed and has taken appropriate steps towards compliance where required
corporate governance – statement of compliance with the provisions of the combined code
nonexecutive directors are required under their terms of employment to give six months notice of their intent to step down from
the board this allows northgate to plan for orderly successionat the end of the agm on 25 september 2003 a nonexecutive director
of northgate dr duncan hine stepped down as a replacement nonexecutive had been identified accepted by the nomination
committee and the board and had been offered the post due to unforeseen circumstances the replacement nonexecutive was unable
to join the northgate board and therefore excluding the chairman the audit committee meeting and board meeting that followed the
agm comprised of only one independent nonexecutive director rendering northgate temporarily noncompliant with the combined
code dr hine therefore agreed to rejoin the board as a nonexecutive director until a replacement was appointed
it is of the utmost importance to northgate that nonexecutive directors have the necessary background and skills to fulfil the
requirements of such a position and sir stephen lander was appointed to the board as a nonexecutive director in january 2004 when
dr hine stepped down
northgate is committed to high standards of corporate governance and for the remainder of the year has applied the combined code
principles by retaining 100 nonexecutive membership of the principal corporate governance committees audit remuneration and
nomination
this corporate governance statement is intended to highlight the most important ways in which the principles have been applied
the board of directors
as at 30 april 2004 the board comprised five directors three of whom were nonexecutive totally independent have no daytoday
management responsibilities within the group and are free from any conflicts of interest since the year end another four directors
have been appointed two of whom are nonexecutive
the board leads and maintains effective control over northgate’s activities the directors’ biographies appear on page 12 and the se
demonstrate that the board has within it the necessary range of backgrounds qualities and experience to lead the company northgate
has separate posts of chairman and chief executive to differentiate the running of the board from the executive responsibility for the
running of the company’s businesses in addition to the nonexecutive chairman and the chief executive the board consists of three
other executive directors and four other nonexecutive directors
new board appointments are selected through the group’s nomination committee and approved by the board on appointment new
board members are familiarised with the business and on an ongoing basis managers of the business present to the board to explain
the initiatives they are undertaking or planning and certain key internal projects report to subcommittees of the board in addition
suitable training is provided to new board members as required
all directors are subject to election by shareholders at the first opportunity after their appointment by the board and to reelection at
general meetings at least every three years attendance is expected at all board meetings by all directors except in special
circumstances the board is supplied with appropriate information to enable it to discharge its duties
members of the board meet at least twelve times a year with twelve formal board meetings the board has a schedule of matters
specifically reserved to it for decision including strategy financial policy and major acquisitions and disposals there is a cl ear division
of roles and responsibilities between the chairman and chief executive the board considers that the nonexecutive directors as a
group are of a sufficient calibre and number to bring strength of independence to the board and has nominated j r fryer as the most
senior independent director other than the chairman
all the directors have access to the advice and services of the company secretary and the board has by means of the audit committee
established a procedure for any director if necessary to take independent professional advice at the group’s expense the compan y
secretary ensures that board procedures are followed and that applicable rules and regulations are complied with
corporate governance 13
northgate information solutions plc corporate governance 14
northgate information solutions plc
the board believes that progressive organisations appreciate the challenge of operating in today’s business environment and par ticularly
the requirement for more transparency in determining board memberships and assessing the performance of directors therefore dur ing
the year northgate completed selfassessment performance evaluations of the board its committees and its individual directors
principal board committees
audit committee
this committee assists the board in fulfilling its overview responsibilities primarily reviewing the reporting of financial and nonfinancial
information to shareholders the systems of internal control and risk management and the audit process it comprises n j irens sir
stephen lander and j r fryer and is chaired by sir stephen lander the committee meets at least four times a year normally the c hief
executive officer group finance director and group audit manager attend the meetings however the committee is empowered to
meet without executive board members present
northgate has an internal audit function that provides the audit committee with independent objective assurance regarding internal
controls and risk management processes northgate has also implemented a formal whistleblowing policy and process that allows staff
to raise concerns in confidence regarding possible improprieties
in addition to their statutory audit responsibilities the group will typically use the auditors for other work that they are well placed to
undertake this includes work in respect of acquisitions and disposals pension scheme and other ancillary audit work and tax
compliance in such circumstances due consideration is given to the impact of the assignment on the independence of the auditors
and to their qualifications to carry out the role having given consideration to the extra work undertaken by the auditors and after
careful discussion with the responsible partners and the executive directors the audit committee is satisfied as to the independence
of the statutory auditors
remuneration committee
this committee ensures the executive directors and senior management are appropriately rewarded giving due regard to the financ ial
and commercial health of the group it comprises n j irens sir stephen lander j r fryer and n starritt and is chaired by j r fryer the
committee meets at least twice a year when necessary the remuneration committee is independently advised by remuneration
consultants the directors’ remuneration report is given on page 16
nomination committee
this committee keeps under review the board structure size and composition it selects and proposes to the board suitable candid ates
for appointment as directors of the group and considers board succession plans it comprises n j irens sir stephen lander j r fryer
and n starritt and is chaired by n j irens the committee meets as required in line with best practice northgate does not consid er
internal candidates or employees that have left the company within the last five years for appointment as nonexecutive directors of
the board
shareholder relations
the group is committed to ongoing regular communication with shareholders this is achieved principally through regular financia l
reports and the agm and information is regularly published on the group’s website at wwwnorthgateiscom
regular dialogue and presentations take place throughout the year with institutional investors at the agm all shareholders attending
have the opportunity to ask questions of the full board including the chairmen of the audit remuneration and nomination
committees
responsibility for risk and internal control
the group’s overriding objective is to maximise longterm shareholder value whilst exceeding the needs of customers employees a nd
partners in doing so the directors recognise that creating value is the reward for taking and accepting risk
the board has overall responsibility for the group’s approach to assessing risk and the systems of internal control and for mon itoring
their effectiveness in providing shareholders with a return that is consistent with a responsible assessment and mitigation of risks this
includes reviewing financial operational and compliance controls and risk management procedures the role of executive managemen t
is to implement the board’s policies on risk and control and present assurance on compliance with these policies further independent
assurance is provided by an internal audit function which operates across the group and the external auditors all employees are
accountable for operating within these policies because of the limitations that are inherent in any system of internal control this system is designed to manage rather than eliminate
the risk of failure to achieve corporate objectivesaccordingly it can only provide reasonable but not absolute assurance against material
misstatement or loss
risk assessment
the board has established an ongoing process for identifying evaluating and managing the significant risks faced by the group a s an
integral part of planning and review management from each business area identify their risks the probability of those risks occurring
the impact if they do occur and the actionsstrategy being taken to manage those risks to the desired level this information is
communicated upwards on a filter basis culminating in a discussion of the group risk profile by the board
this process has operated for the year under review and will continue going forward it has been reviewed by the board and accor ds
with the internal control guidance for directors in the combined code
internal control
whilst the board maintains full control and direction over appropriate strategic financial organisational and compliance issuesit has
delegated to executive management the implementation of the systems of internal control within an established framework
the board has put in place an organisational structure with formally defined lines of responsibility and delegation of authorit y there
are also established procedures for planning capital expenditure information and reporting systems and for monitoring the group’s
businesses and their performances these include
• review of divisional operating plans with the relevant executive directors prior to submission to the board for approval
• regular consideration by the board of yearend forecasts
• monthly comparison of each operating division’s actual financial performance with budget
• operating policies and procedures
• regular reporting of accounting and legal developments to the board
assurance
on behalf of the board the audit committee examines the effectiveness of the group’s
• assessment of risk by reviewing evidence of risk assessment activity and a report from internal audit on the risk assessment process
• systems of internal control primarily through agreeing the scope of the internal audit programme and reviewing its findings reviews
of the annual and interim financial statements and a review of the nature and scope of the external audit
any significant findings or identified risks are closely examined so that appropriate action can be taken the work of the inter nal audit
department is focused on areas of priority as identified by the risk analysis and in accordance with the annual audit plan approved by
the audit committee and the board external auditors are engaged to express an opinion on the financial statements they review a nd
test the systems of internal financial control and the data contained in the financial statements to the extent necessary to express their
audit opinion they discuss with management the reporting of operational results and the financial position of the group and pre sent
their findings to the audit committee
the directors through the audit committee have reviewed the effectiveness of the group’s systems of internal control
compliance with the combined code
the directors confirm that for the year ended 30 april 2004 the group complied with all the code provisions with the exception of
the matter disclosed above
going concern
after making appropriate enquiries the directors believe it is reasonable to expect that the group has adequate resources to continue
in operation for the foreseeable future for this reason they continue to adopt the going concern basis in preparing the accounts
by order of the board
j r stier 
secretary
28 june 2004
corporate governance 15
northgate information solutions plc introduction
this report is made by the board on the recommendation of the remuneration committee to whom the board has formally delegated
its authority to establish policy in respect of all terms of employment for the executive directors and in accordance with sch7a of
the companies act 1985 as amended by the directors’ remuneration report regulations 2002 the first part of the report provides
details of northgate’s remuneration policy the second part provides details of the remuneration and share interests of the dire ctors
for the year ended 30 april 2004
the remuneration committee which is chaired by j r fryer comprises j r fryer n j irens n starritt and sir stephen lander who ar e
all independent nonexecutive directors it is responsible on behalf of the board as a whole for determining the contract terms
remuneration and other benefits including performancerelated bonus schemes and share option schemes for the executive directors
d knight human resources director provides advice and information to the committee when required in addition messrs linklaters
provided advice during the year in respect of performance criteria for share options having been appointed by the board
the remuneration of nonexecutive directors is fixed by the board directors do not participate in decisions regarding their
own remuneration
the remuneration committee is consulted in accordance with section b2 of the combined code published by the hampel committee
the remuneration committee met four times during the year
remuneration policy
objectives
the objectives of the remuneration policy for executive directors are
• the total remuneration package should be competitive to attract motivate and retain directors of a high calibre
• remuneration should use a combination of performance driven cash and equitybased rewards in addition to base salary and
benefits and
• the performance driven rewards should potentially form a significant portion of total rewards to motivate the highest performance
and align the interests of the executives with those of the shareholders
the remuneration of executive directors is set by reference to the market after giving full consideration to section b of the c ombined
code the overall remuneration package can consist of a base salary annual bonus pension rights share options and car medical an d
life assurance benefits it is the policy of the committee to review the remuneration package offered to the directors on an ongoing
basis and make recommendations for changes where it is considered appropriate performancerelated pay represents a significant
proportion of the total remuneration package the fees of the nonexecutive directors are set in line with market rates
base salary
in setting the base salary for the executive directors the remuneration committee reviews relevant market data and considers the
director’s experience performance and responsibilities both internally and in comparison to similar companies in the it sector each of
the director’s base salary is generally reviewed on an annual basis or following a significant change in responsibilities
annual bonus
bonuses are determined by reference to base salary the achievement of the annual operating plan agreed by the full board each year
and the successful completion of specific corporate objectives it is the policy of the committee to keep under review the objectives
set and the proportions of base salary payable
bonuses are not pensionable the nonexecutive directors are not entitled to a cash bonus
pension and other benefits
the executive directors of northgate information solutions plc are entitled to become members of the group’s pension scheme det ails
of which are set out in note 29 or to have comparable pension contributions made to a personal pension scheme on their behalf no
pension contributions are made on behalf of the nonexecutive directors
other benefits provided consist of a car or allowance towards vehicle running costs and medicallife assurance benefits pension and
other benefits provided are subject to regular review by the company to ensure that they remain attractive and competitive
directors’ remuneration report 16
northgate information solutions plc share options
share options are granted on the recommendation of the committee and are ratified by the board on a discretionary basis under the
terms of the 1999 executive share option scheme options are awarded to executive directors based on the market price at the time
of grant these options can normally be exercised between the third and tenth anniversaries of the date of grant subject to the
achievement of certain performance conditions
it is the policy of the remuneration committee to consider and approve performance conditions for each eligible employee on an
individual basis taking into account the employee’s specific job responsibilities and objectives together with market and other conditions
at the time the award is made consistent with shareholder approval given on 23 november 1999 exercise of a proportion of the options
awarded to eligible employees is not necessarily subject to share price performance conditions exercise of the remaining proportion of
the options is generally subject to stepped performance conditions increasing potential reward in line with performance
in line with best practice and guidelines the remuneration committee agreed that as from 15 december 2003 all options issued will
have performance criteria set after detailed benchmarking and consultation with the company’s advisers these are currently being set
at total shareholder return of rpi plus 8 pa over a threeyear vesting period if shareholders get a return less than this over the period
then options will lapse the group views this as challenging criteria to help align employee and shareholder interests
abi guidelines and best practice suggests that a company should be able to issue options up to 10 of its share capital the nor thgate
scheme was put in place in 1999 when the group was in serious financial difficulties and needed to attract high quality management
with the approval of shareholders at the time the group secured the services of c m r stone the current chief executive mr stone
was awarded approximately 17 million options at a time when the option scheme did not require performance criteria to be set for all
options this issue in turn led the company to acquire shareholder approval to issue options up to 15 of its share capital ther eby
permitting a number of other senior managers to be incentivised over the medium term this is seen as being integral to the subs tantial
growth in profitability and share price since 1999
the mechanics of the option scheme are such that when options are exercised the company issues shares to the value of any gain made
rather than issue the number of shares over which options are held this reduces any dilution of earnings to well below 15 for example
if 1000 options are granted at 35p and subsequently exercised at a share price of 70p 500 shares would be issued rather than 1000
as below
35p x 1000 this equates to only 50 of the options issued
70p
the directors have calculated that if all of the 51346244 options in issue at 30 april 2004 were capable of exercise and had been
exercised at that date when the company’s share price was 68 pence a total of 29929947 shares would have been issued as a result
this would mean that the company’s issued share capital at that date would have been increased by 44 per cent
all of the executive directors may participate in the savings related share option scheme this scheme is an allemployee scheme for
which performance conditions do not apply
service contracts 
for executive directors it is the policy of the company that service contracts do not have notice periods by the company in excess of
one year and by the executive director in excess of six months the contracts are ongoing with no fixed termination date on earl y
termination the company is entitled to make payments to the executive director of sums equal to the value of his salary and other
benefits in lieu of the required period of notice
directors’ remuneration report 17
northgate information solutions plc a summary of the service contract details relating to each executive director who served during the year is as follows
date of contract unexpired term notice period provision for compensation
c m r stone 29 october 1999 rolling contract 12 months refer to note a below
g j bicknell note b 15 may 2000 rolling contract 12 months refer to note a below
j r stier note b 12 may 2003 rolling contract 12 months refer to note a below
notes
a the service contracts of c m r stone and j r stier continue until terminated by the company giving not less than twelve mon ths
or the executive director giving not less than six months notice in writing in the event of early termination by the company an
executive director is entitled to receive his basic salary benefits and any bonus that may be accrued during the notice period
b g j bicknell stepped down from the board on 15 may 2003 he continues to provide an advisory service to the company j r stier
was appointed to the board on 15 may 2003
a summary of the letters of appointment relating to each nonexecutive director who served during the year is as follows
date of letter unexpired period
of appointment of current three year provision for
appointment notice period compensation 
n j irens 21 december 1999 1 year 6 months 6 months refer to note a below
note b
j r fryer 23 november 1999 1 year 5 months 6 months refer to note a below
dr d hine note c 29 august 1996 refer to note c below 6 months refer to note a below
sir stephen j lander 27 november 2003 2 years 8 months 6 months refer to note a below
note b
notes
a the letters of appointment for the nonexecutive directors do not have notice periods exceeding six months by either party they
are normally for an initial term of three years and are renewable for three year periods thereafter the letters of appointment do
not contain provisions in relation to payments on early termination
b effective start date of mr irens was 7 january 2000 that of sir stephen lander on 2 february 2004
c dr hine stepped down from the board on 25 september 2003 he temporarily rejoined on 9 december 2003 stepping down again
on 29 january 2004
all directors are subject to reelection every three years
directors’ remuneration report 18
northgate information solutions plc total shareholder return
this graph demonstrates northgate’s total shareholder return tsr in relation to the ftse small cap index tsr performance is being
measured against the ftse small cap index as the company considers that this group represents the most appropriate peer group against
which to measure the company’s performance the appropriateness of this comparison will be reviewed on a regular basis
t th he e  r re em ma ai in nd de er r  o of f  t th hi is s  r re ep po or rt t  p pr ro ov vi id de es s  d de et ta ai il ls s  o of f  t th he e  r re em mu un ne er ra at ti io on n  a an nd d  s sh ha ar re e  i in nt te er re es st ts s  o of f  t th he e  d di ir re ec ct to or rs s  f fo or r  t th he e  y ye ea ar r  e en nd de ed d  3 30 0  a ap pr ri il l
2 20 00 04 4  a an nd d  i is s  a au ud di it te ed d  i in nf fo or rm ma at ti io on n 
directors’ remuneration report 19
northgate information solutions plc
northgate information solutions ftse small cap
50
150
200
250
£
30499 30400 30401 30402 30403 30404
100 directors’ remuneration
the remuneration of the directors for the year ended 30 april 2004 is analysed as follows
base salary annual compensation in y ye ea ar r  e en nd de ed d year ended 
or fees bonuses benefits lieu of notice 3 30 0  a ap pr ri il l  2 20 00 04 4 30 april 2003
££££ £ £ £
executive 
c m r stone 338661 200000 80436  6 61 19 9 0 09 97 7 402178
g j bicknell 10542 20000 653  3 31 1 1 19 95 5 390084
j r stier 106629 107000 10299  2 22 23 3 9 92 28 8 
nonexecutive
n j irens 73292    7 73 3 2 29 92 2 66820
dr d hine 14083   18000 3 32 2 0 08 83 3 23130
j r fryer 24125    2 24 4 1 12 25 5 23130
sir stephen lander 9000    9 9 0 00 00 0 
2004 total 576332 327000 91388 18000 1 1 0 01 12 2 7 72 20 0
2003 total 577238 45000 97446 185658   905342
benefits include a car or an allowance towards vehicle running costs and medicallife assurance benefits
g j bicknell stepped down from the board on 15 may 2003 under the terms of his service contract the company made payments to
him in lieu totalling £185658 during the year ended 30 april 2003
pensions
the executive directors of northgate information solutions plc are entitled to become members of the group’s pension scheme
c m r stone is not a member of the group pension scheme and the company has therefore made payments totalling £19261
2003 £19080 into a personal pension scheme on his behalf in lieu of contributions to the group scheme
details of the pensions earned by the executive directors are shown below
gross increase increase in total accrued value of net total change value of accrued value of accrued
in accrued accrued pension pension at increase in accrual in value pension at pension at
pension net of inflation 30 april 2004 over period during period 30 april 2004 30 april 2003
a b c d e f g
g j bicknell £333 £153 £6756 £1623 £9395 £92128 £82275
j r stier £2582 £2490 £5858 £2194 £3898 £25116 £12736
notes
a pension accruals shown are the amounts which would be paid annually on retirement based on service to the end of the year th e
total accrued pension c for g j bicknell is the pension accrued to the date he ceased to be a director 15 may 2003 plus the
revaluation from that date up to 30 april 2004 this revaluation will not be formally credited until 15 may 2004
b transfer values f and g have been calculated in accordance with version 81 of guidance note gn11 issued by the actuaria l profession
c the value of net increase d represents the incremental value to the director of his service during the year calculated on the
assumption service terminated at the year end for j r stier and as at 15 may 2003 for g j bicknell it is based on the accrued pension
increase b after deducting the director’s contributions
d the change in the transfer value e includes the effect of fluctuations in the transfer value due to factors beyond the con trol of the
company and directors such as stock market movements it is calculated after deducting the directors contribution
e voluntary contributions paid by directors and resulting benefits are not shown
f the directors’ benefits are based on uncapped pensionable salary figures as the company has agreed to augment their benefits
directors’ remuneration report 20
northgate information solutions plc directors’ shareholdings
the interests of the directors at 30 april 2004 in the share capital of the company all of which were beneficially owned were a s follows
3 30 0  a ap pr ri il l  2 20 00 04 4 30 april 2003
o or rd di in na ar ry y  s sh ha ar re es s ordinary shares
o of f  1 10 0p p  e ea ac ch h of 10p each
n j irens 2 25 54 4 2 20 00 0 100000
c m r stone 5 54 45 5 9 92 26 6 366726
j r stier 5 55 5 9 90 00 0 
j r fryer 3 30 08 8 0 00 00 0 128800
sir stephen lander 
beneficial shareholdings include those of the directors and their spouses there have been no changes in the directors’ share int erests
during the period from 1 may 2004 to the date of this report
interests in share options
the following directors at 30 april 2004 have options to subscribe for ordinary shares of 10p each in the company
at 
1 may 2003 
or date of at exercise date first
appointment granted 30 april 2004 price exercisable expiry date
c m r stone 17008691  17008691 2087p 231102 231109
2590  2590 2640p 010405 011005
 1666667 1666667 5090p 171206 171213
 1666667 1666667 6787p 290107 290114
j r stier 90000  90000 6900p 260204 260211
10000  10000 4475p 280604 280611
2590  2590 2640p 010405 011005
100000  100000 2900p 250705 250712
 500000 500000 2817p 270606 270613
 520833 520833 5090p 171206 171213
 520833 520833 6787p 290107 290114
 options granted under the savings related share option scheme
directors’ remuneration report 21
northgate information solutions plc directors’ remuneration report 22
northgate information solutions plc
interests in share options continued
in respect of share options granted to the directors entitlements to exercise the options are subject to achievement of certain
performance conditions as described in detail below
d da at te e  o of f  g gr ra an nt t n no ot te e c c  m m  r r  s st to on ne e j j  r r  s st ti ie er r m m  s s  a al ld di is s d d  j j  m me ea ad de en n
31 january 1996 a   13043 7826
4 september 1997 a   39130 13043
20 march 1998 a   20870 
18 september 1998 a   35083 20870
22 march 1999 a    36522
23 november 1999 b 17008691   
9 december 1999 b   521739 521739
21 december 2000 c   50000 
26 february 2001 d  90000  
28 june 2001 d  10000 178261 278261
13 december 2001 e   100000 
25 july 2002 f   400000 200000
25 july 2002 g  100000  
27 june 2003 h   150000 250000
27 june 2003 i  500000  
17 december 2003 j 1666667 520833 652864 583333
29 january 2004 j 1666667 520833 652864 583333
p pe er rf fo or rm ma an nc ce e  c co on nd di it ti io on ns s
a exercise of the options is dependent on their being an increase in earnings of at least 10 per annum compound over any period
of three consecutive financial years starting with the financial year in which the date of grant falls or any other subsequent financial
year starting on or after the date of grant and ending before the date on which the option is exercised the compounding takes a s a
base notional earnings of £654m for the year to december 1997
b exercise of 40 of the options is not subject to specific performance conditions dependent on the midmarket price of the
company’s shares averaging between at least 35 pence and 55 pence over a six month period prior to exercise proportions of the
remaining options are exercisable up to a maximum of 60
c exercise of the options is dependent on the average midmarket price of the company’s shares over a six month period prior to
exercise exceeding 75 pence and whether certain business unit growth targets for the 20012002 financial year compared to the
preceding financial year were achieved
d exercise of the options is dependent on the midmarket price of the company’s shares averaging at least 75 pence over a six month
period prior to exercise
e exercise of 40 of the options is dependent on the midmarket price of the company’s shares over a six month period prior to
exercise exceeding 55 pence exercise of 20 of the options is dependent on the midmarket price of the company’s shares over a six
month period prior to exercise exceeding 65 pence exercise of 40 of the options is dependent on the midmarket price of the
company’s shares over a six month period prior to exercise exceeding 75 pence all exercises are further dependent on whether certain
business unit profit targets for the 20012002 financial year were achieved
f exercise of 40 of the options is dependent on whether certain business unit contribution targets for 20022003 were achieved
exercise of proportions of the remaining 60 of the options is further dependent on the midmarket price of the company’s shares
over a six month period prior to exercise averaging between at least 55 pence and 75 pence g exercise of 40 of the options is dependent on the adjusted eps of the group as calculated in the 20012002 accounts growing at
a compound rate greater than 15 per annum by the date that the options become exercisable exercise of proportions of the
remaining options are further dependent on the midmarket price of the company’s shares averaging between at least 55 pence and
75 pence over a six month period prior to exercise
h exercise of 40 of the options is dependent on exceeding certain business unit performance measures compared to budget for
20032004 exercise of proportions of the remaining 60 of the options is further dependent on the midmarket price of the
company’s shares over a six month period prior to exercise averaging between at least 40 pence and 60 pence
i exercise of 40 of the options is not subject to specific performance conditions dependent on the midmarket price of the
company’s shares averaging between at least 40 pence and 60 pence over a six month period prior to exercise proportions of the
remaining options are exercisable up to a maximum of 60
j exercise of the options is dependent on the company’s shares showing a cumulative total shareholder return of at least 8 p lus
rpi per year within three years of the date of grant using the option price as the starting point for the purposes of this condition
cumulative total shareholder return can be the increase in share price the value of the dividends per share paid or a combi nation
of the twowhether this condition is met will be determined by taking the highest consecutive 90 day average midmarket closing share
price over the three years and adding any dividend per share paid in the same period
the interests in share options detailed above include those of the director and his immediate family
these performance conditions are considered appropriate because they provide challenging but achievable targets in order to inc entivise the
holder to work towards and achieve companyshareholder expectations in assessing whether the performance conditions have been met the
remuneration committee considers whether the criteria for successful completion of each individual condition have been achieved or exceeded
these methods of assessment were chosen because they provide a clearly defined process for the remuneration committee to determ ine
successful completion of each condition and are consistent with other performance monitoring procedures used within the company as a whole
no options were exercised by the directors during the year ended 30 april 2004 2003 none
the market price of the company’s shares at 30 april 2004 was 6800p and the range during the year ended 30 april 2004 was 230 0p to 7225p
the register of directors’ interests contains full details of directors’ shareholdings and options to subscribe for shares and is available
for inspection at the registered office of the company
this report was approved by the board of directors on 28 june 2004 and has been signed on its behalf by
j r stier
secretary
28 june 2004
directors’ remuneration report 23
northgate information solutions plc the group is an information technology service provider and as such the group’s operations are of minimal environmental impact
however the group recognises that its activities will nevertheless have an influence on the environment and has adopted the following
environmental policy
• meet the statutory requirements placed upon us
• recycle as much of the group’s waste products as is economically practicable
• encourage reduction in the use of nonrenewable resources
• dispose of those items that cannot be recycled in an environmentally friendly manner
• reflect the environmental concerns and statutory obligations of customers in the solutions we provide
the group is an equal opportunities employer this means that the group is committed to a policy of treating all its employees w orkers
and job applicants equally the group does not discriminate against any employee worker or job applicant on grounds of their col our
nationality national or ethnic origin together referred to in this policy as race gender marital status sexual orientation religion
hours of work age or disability
environmental policy 24
equal opportunities policy
northgate information solutions plc the following statement should be read in conjunction with the independent auditors’ report set out on page 26
company law requires the directors to prepare accounts for each financial period which give a true and fair view of the state of affairs
of the company and group and of the profit or loss for that period in preparing these accounts the directors are required to
• select suitable accounting policies and then apply them consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable accounting standards have been followed subject to any material departures disclosed and explained in
the accounts and
• prepare the accounts on the going concern basis unless it is inappropriate to presume that the company and the group will
continue in business
the directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the fin ancial
position of the company and which enable them to ensure that the accounts comply with the companies act 1985 they also have
general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the group and to prevent and
detect fraud and other irregularities
statement of directors’ responsibilities 25
northgate information solutions plc we have audited the accounts on pages 27 to 60 we have also audited the information in the directors’ remuneration report that is
described as having been audited
this report is made solely to the company’s members as a body in accordance with section 235 of the companies act 1985 our audi t
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
auditor’s report and for no other purpose to the fullest extent permitted by law we do not accept or assume responsibility to a nyone
other than the company and the company’s members as a body for our audit work for this report or for the opinions we have formed
respective responsibilities of directors and auditors
the directors are responsible for preparing the annual report and the directors’ remuneration report as described on page 25 thi s
includes responsibility for preparing the accounts in accordance with applicable united kingdom law and accounting standards our
responsibilities as independent auditors are established in the united kingdom by statute the auditing practices board the listing
rules of the financial services authority and by our profession’s ethical guidance
we report to you our opinion as to whether the accounts give a true and fair view and whether the accounts and the part of the
directors’ remuneration report to be audited have been properly prepared in accordance with the companies act 1985 we also report
to you if in our opinion the directors’ report is not consistent with the accounts if the company has not kept proper accounting
records if we have not received all the information and explanations we require for our audit or if information specified by law regarding
directors’ remuneration and transactions with the group is not disclosed
we review whether the statement on pages 13 to 15 reflects the company’s compliance with the seven provisions of the combined
code specified for our review by the listing rules and we report if it does not we are not required to consider whether the board’s
statements on internal control cover all risks and controls or form an opinion on the effectiveness of the group’s corporate governance
procedures or its risk and control procedures
we read the other information contained in the annual report including the corporate governance statement and the unaudited part
of the directors’ remuneration report and consider whether it is consistent with the audited accounts we consider the implications
for our report if we become aware of any apparent misstatements or material inconsistencies with the accounts
basis of audit opinion
we conducted our audit in accordance with auditing standards issued by the auditing practices board an audit includes examination on a
test basis of evidence relevant to the amounts and disclosures in the accounts and the part of the directors’ remuneration report to be
audited it also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the accounts
and of whether the accounting policies are appropriate to the groups circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the accounts and the part of the directors’ remuneration report to be audited
are free from material misstatement whether caused by fraud or other irregularity or error in forming our opinion we also evaluated the
overall adequacy of the presentation of information in the accounts and the part of the directors’ remuneration report to be audited
opinion
in our opinion
 the accounts give a true and fair view of the state of affairs of the company and the group as at 30 april 2004 and of the loss of the
group for the year then ended
 the accounts and the part of the directors’ remuneration report to be audited have been properly prepared in accordance with the
companies act 1985
kpmg audit plc
chartered accountants
registered auditor
london
28 june 2004
independent auditors’ report to the members of northgate
information solutions plc
26
northgate information solutions plc year ended year ended
30 april 2004 30 april 2003
notes £’000 £’000
turnover
existing operations 93611 83297
acquisitions 42853 
continuing operations 136464 83297
discontinued operations  1918
group turnover 2 136464 85215
operating costs 3 144953 86456
operating profit before exceptional items and amortisation of goodwill
continuing operations 2 11593 4525
discontinued operations 2  542
11593 5067
exceptional items 3 14166 5995
amortisation of goodwill 2 5916 313
group operating loss 8489 1241
existing operations after goodwill amortisation and exceptional items of £3972000 2003 £6308000 3106 1783
acquisitions after goodwill amortisation and exceptional items of £16110000 11595 
continuing operations 8489 1783
discontinued operations  542
operating loss 8489 1241
share of operating profit of associates 59 
group operating loss including associates 8430 1241
profit on sale or termination of operations
 discontinued operations 5  28451
lossprofit on ordinary activities before interest 8430 27210
interest receivable 6 295 1227
interest payable and similar charges 7 1951 328
lossprofit on ordinary activities before taxation 10086 28109
taxation chargecredit on profit on ordinary activities 9 7 1637
retained lossprofit for the financial year 25 10093 29746
lossearnings per ordinary share
basic 11 296p 1045p
diluted 11 286p 1033p
adjusted basic 11 281p 183p
adjusted diluted 11 271p 181p
group profit and loss account
for the year ended 30 april 2004
27
northgate information solutions plc year ended year ended
30 april 2004 30 april 2003
£’000 £’000 
lossprofit for the financial year 10093 29746
currency translation differences on foreign currency net investments 195 245
total recognised losses and gains for the year 9898 29991
reconciliations of movements in shareholders’ funds
for the year ended 30 april 2004
group company
year ended year ended year ended year ended
30 april 2004 30 april 2003 30 april 2004 30 april 2003
notes £’000 £’000 £’000 £’000
lossprofit for the financial year 10093 29746 14315 791
other recognised gains for the year 195 245  
adjustment to deferred purchase consideration  200  200
creditcharge in respect of share related awards 25 3598 236  
new share capital issued net of expenses 24 122296 169 122296 169
increase in shareholders’ funds 115996 29724 107981 760
opening shareholders’ funds 46076 16352 105729 104969
closing shareholders’ funds 162072 46076 213710 105729
group statement of total recognised gains and losses
for the year ended 30 april 2004
28
northgate information solutions plc group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
notes £’000 £’000 £’000 £’000
fixed assets
intangible assets 12 231727 6788  
tangible assets 13 29446 5032  
investments in associate 14 1093   
other investments 14 1020 1098 245665 78626
263286 12918 245665 78626
current assets
stocks  goods for resale 353 424  
debtors – due within one year 15 51835 22212 34569 30940
debtors – due after one year 15 16711 11880  
cash at bank and in hand 2447 39377  1063
71346 73893 34569 32003
creditors amounts falling due within one year 16 68160 11077 51629 4887
net current assetsliabilities 3186 62816 17060 27116
total assets less current liabilities 266472 75734 228605 105742
creditors amounts falling due after more than one year 17 14183 48 14067 
provisions for liabilities and charges 21 29923 6792  
accruals and deferred income 22 60294 22818 828 13
net assets 162072 46076 213710 105729
capital and reserves
called up share capital 24 49507 28713 49507 28713
share premium account 25 71386 38123 71386 38123
merger reserve 25 68401 162 68401 162
profit and loss account 25 27222 20922 24416 38731
shareholders’ funds – equity 162072 46076 213710 105729
approved by the board of directors on 28 june 2004 and signed on its behalf by
c m r stone 
director
j r stier
director
balance sheets
as at 30 april 2004 
29
northgate information solutions plc year ended year ended
30 april 2004 30 april 2003
notes £000 £000
net cash inflow from operating activities 26b 13730 4131
returns on investments and servicing of finance 26a 583 1181
taxation 26a 351 737
capital expenditure 26a 20982 2707
acquisitions and disposals 26a 96889 26058
net outflowinflow before financing 105075 27926
financing 26a 65087 417
decreaseincrease in cash in the year 26c 39988 27509
reconciliation of net cash flow to movement in net debt funds
for the year ended 30 april 2004
year ended year ended
30 april 2004 30 april 2003
notes £000 £000
decreaseincrease in cash in the year 26c 39988 27509
increasedecrease in borrowings 55972 451
repayment of capital element of finance lease rentals 192 44
change in net debtfunds resulting from cash flows 95768 28004
exchange differences  19
finance leases acquired with subsidiary undertakings 630 163
movement in net debtfunds 96398 27822
net funds at start of year 39258 11436
net debtfunds at end of year 26c 57140 39258
group statement of cash flows
for the year ended 30 april 2004 
30
northgate information solutions plc 1 accounting policies
accounting convention
the accounts are prepared under the historical cost convention and in
accordance with applicable accounting standards the group has followed
the transitional arrangements of frs17 ‘retirement benefits’ in these
accounts the balance sheet presentation has been changed to reclassify
accruals and deferred income as a separate item on the balance sheet
the effect is to reduce the balances at 30 april 2003 for ‘creditors
amounts falling due within one year’ and ‘creditors amounts falling due
after more than one year’ by £22622000 company £13000 and
£196000 company £nil respectively with a corresponding increase in
the amount disclosed as ‘accruals and deferred income’ at that date
basis of consolidation
the consolidated accounts incorporate the accounts of the company and
each of its subsidiary undertakings for the year ended 30 april 2004
unless otherwise stated the acquisition method of accounting has been
adopted under this method the results of subsidiary undertakings
acquired or disposed of during the year are included from the date of
acquisition or up to the effective date of disposal under section 2304
of the companies act 1985 the company is exempt from the requirement
to present its own profit and loss account
goodwill
for acquisitions completed after 1 january 1998 purchased goodwill
representing the excess of the fair value of the purchase consideration
over the fair value of the identifiable assets and liabilities acquired is
included within intangible fixed assets and is amortised over the
estimated life for each separate acquisition goodwill arising on
acquisitions prior to 1 january 1998 remains eliminated against reserves
this goodwill is recycled and charged or credited in the profit and loss
account on the subsequent disposal of the business to which it relates
investments
in the company’s accounts investments in subsidiary and associate
undertakings are stated at cost unless in the opinion of the directors
there has been an impairment to their value in which case they are
immediately written down to their estimated recoverable amount
in the consolidated accounts shares in associated undertakings are
accounted for using the equity method goodwill arising on the acquisition
of an associate is capitalised as part of the carrying amount in the
consolidated balance sheet and amortised over its estimated useful life
other fixed asset investments are shown at cost less any provision for
impairment
recognition of revenue
revenue on the outright sale of equipment and standard software where
no significant vendor obligations exist is recognised on despatch
revenue on nonstandard software or where significant vendor
obligations exist is recognised on customer acceptance
revenue from professional services project management implementation
and training is recognised as the services are performed revenue from
software support and hardware maintenance agreements is recognised
rateably over the term of the agreement
on contracts involving a combination of products and services revenue is
recognised separately on each deliverable in accordance with the above
policy unless all deliverables are considered to be interdependent when
revenue is recognised on final acceptance
on major contracts extending over more than one accounting period
revenue is taken based on the stage of completion when the outcome of
the contract can be foreseen with reasonable certainty and after allowing
for costs to completion
where equipment and software licences are sold on deferred payment
terms that include a financing element the present value of the amounts
receivable after calculating a deduction for maintenance is recognised in
revenue interest income arising which represents the turnover from this
financing operation is included in revenue
where equipment in an equipment lease or the interest in a software
licence is sold to a finance company which then leases the equipment or
licences the software to a customer revenue is taken on the sales value
after deferral of income for future maintenance where applicable
provision for maintenance on equipment or software licences sold to finance
companies as described above is released to revenue over the period of the
contract the related interest is charged to profit over the same period and
represents a constant proportion of the balance outstanding
stocks
stocks are valued at the lower of cost and estimated net realisable value
after making due allowance for any obsolete or slow moving items
depreciation and amortisation
depreciationamortisation is provided on all intangible and tangible fixed
assets other than land at rates calculated to write off the cost less
estimated residual value of each asset evenly over its estimated useful life
in years as follows
goodwill 520 years
freehold buildings 50 years
fixtures  fittings 210 years
purchased software 25 years
short leasehold improvements life of the lease
plant and office equipment 210 years
motor vehicles 4 years
equipment held for leasing 4 years
for eign cur r encies
assets liabilities revenues and costs denominated in foreign currencies are recorded
at the rates of exchange ruling at the dates of the transactions monetary assets and
liabilities are retranslated at the rates of exchange ruling at the balance sheet date
exchange differences thus arising are reported as part of the result for the year
on consolidation the results of overseas subsidiaries are translated at the average
rates ruling during the yearthe assets and liabilities are translated at rates ruling at
the balance sheet date differences arising on translation of the opening net assets
and profits of overseas subsidiaries to the rates ruling at the balance sheet date are
taken to reserves
notes to the accounts 31
northgate information solutions plc 2 turnover and segmental analysis
turnover represents the amounts derived from the provision of goods and services to third party customers stated net of value a dded tax and includes
interest arising on sales of equipment and software licenses on deferred payment terms
a turnover and operating profit 
by market sector year ended year ended
30 april 2004 30 april 2003
operating operating
t urnover profitloss t urnover profitloss
£000 £000 £000 £000
existing operations
public services 46193 5057 40816 3445
human resources 22468 3707 18889 2597
corporate sector 25801 1401 24310 1170
acquisitions
public services 13809 1544 
human resources 29044 2971 
less intersegment turnover 851  718 
administration costs  3087  2687
continuing operations 136464 11593 83297 4525
discontinued operations  1918 542
136464 11593 85215 5067
 operating profitloss is stated before exceptional items and goodwill amortisation
notes to the accounts 32
northgate information solutions plc
1 accounting policies continued
deferred taxation
deferred tax is recognised without discounting in respect of all timing differences
between the treatment of certain items for taxation and accounting purposes which
have arisen but not reversed by the balance sheet date except as otherwise required
by frs19
research and development
expenditure on research and development is written off in the year in which it is
incurred
pensions
the group operates various defined contribution pension schemesthe assets of the
schemes are held separately from those of the group in independently administered
funds the amounts charged to the profit and loss account represent the
contributions payable to the schemes in respect of the accounting period
the group also operates two defined benefit pension schemesassociated costs are
charged to the profit and loss account so as to spread the cost of pensions over the
employees working lives within the groupthe regular cost is attributed to individual
years using the projected unit methodv ariations in pension cost which are identified
as a result of actuarial valuations are amortised over the expected remaining working
lives of employees differences between the amounts charged to the profit and loss 
account and the amounts funded are treated as either provisions or prepayments in
the balance sheet
1 accounting policies continued
defer r ed taxation
under the revised terms of frs17 the company is required to adopt alternative
accounting for its defined benefit scheme by the year ending 30 april 2006 in
accordance with the transitional arrangements under frs17 note 29 includes
additional balance sheet disclosures
leases
assets acquired under finance leases are capitalised and the outstanding future lease
obligations are shown in creditors operating lease rentals are charged to the profit
and loss account on a straight line basis over the period of the lease
financial instruments
derivative instruments utilised by the group are interest rate collarsthe group does
not enter into speculative derivative contracts all such instruments are used for
hedging purposes to alter the risk profile of an existing underlying exposure of the
group in line with the group’s risk management policies
tr ansactions denominated in foreign currencies are recor ded at the r ate of exchange
at the date of the transaction at the balance sheet date monetary assets and
liabilities denominated in foreign currencies are translated at the rate of exchange
ruling at that date 2 turnover and segmental analysis continued
year ended year ended
30 april 2004 30 april 2003
profitloss profitloss
£’000 £’000
amortisation of goodwill
existing operations
human resources 583 296
corporate sector 69 17
acquisitions
human resources 3927 
public services 1337 
5916 313
operating exceptional items
existing operations
administration share option scheme 4993 246
abortive contract costs  450
property and other provisions 1971 4610
reorganisation costs 298 1181
acquisitions
public services reorganisation costs 794 
human resources reorganisation costs 7222 
property and other provisions 2830 
14166 5995
profit on sale or termination of operations
discontinued operations sale of health business  28451
by geographic origin year ended year ended
30 april 2004 30 april 2003
operating operating
t urnover profitloss t urnover profitloss
£000 £000 £000 £000
continuing operations including acquisitions
united kingdom 130532 9693 80153 3687
rest of europe 2772 579 
north america 2629 1333 3144 838
other 531 12 
136464 11593 83297 4525
discontinued operations united kingdom  1918 542
136464 11593 85215 5067
 the geographic analysis of operating profit is shown before exceptional items and goodwill amortisation
turnover analysed by geographic destination is not materially different from that analysed by geographic origin
notes to the accounts 33
northgate information solutions plc 2 turnover and segmental analysis continued
year ended year ended
30 april 2004 30 april 2003
profitloss profitloss
£’000 £’000
amortisation of goodwill
continuing operations including acquisitions
united kingdom 5360 313
rest of europe 556 
5916 313
operating exceptional items
continuing operations including acquisitions
united kingdom 13625 5976
rest of europe 334 
north america 207 19
14166 5995
profit on sale or termination of operations
discontinued operations united kingdom  28451
b net assets
by geographic origin as at as at 
30 april 2004 30 april 2003
£000 £000
continuing operations including acquisitions
united kingdom 160904 45584
rest of europe 687 
north america 58 569
rest of the world 423 2
162072 45013
unallocated net assets  1063
net assets 162072 46076
other unallocated net assets represent the groups central financing provisions cash at bank and in hand and bank overdrafts
net assets can only be analysed by market sector with an arbitrary allocation and therefore is not a meaningful analysis
notes to the accounts 34
northgate information solutions plc 3 operating costs
year ended year ended
30 april 2004 30 april 2003
existing acquisitions continuing discontinued
£’000 £’000 £’000 £’000
change in stocks of goods for resale finished goods and work in progress 71  329 2
purchase of goods for resale raw materials and consumables 10973 3054 10203 71
other external charges 4091 5342 3539 99
staff costs
 wages and salaries 42736 21902 37339 653
 social security costs 5761 2305 3700 59
 other pension costs 2552 1348 2067 40
depreciation of owned assets 2136 735 1772 7
depreciation of assets held under finance leases 421324 
amounts written off intangible fixed assets and investments 1371 5391 1276 34
other operating charges 20772 14358 24831 411
90505 54448 85080 1376
acquisitions 54448 
discontinued operations  1376
144953 86456
exceptional chargesincome recognised in operating costs comprise the following
year ended year ended
30 april 2004 30 april 2003
£000 £000
continuing operations
other operating charges
 reorganisation costs 8314 1181
 abortive contract costs  450
 property and other costs 859 4610
wages and salaries
 provision for ni contribution on unapproved share option scheme 1266 34
 uitf17 provision for discount on share options 3727 212
14166 5995
the tax effect of the exceptional items primarily augments the group’s available tax losses which will be relieved in subsequen t periods
during the year the group granted a number of share options under the executive share option scheme 1999 to certain employees at the market value
of the company’s shares at the date of grant these shares are exercisable between three and ten years from the date of the gran t exercise of a
proportion of these shares is subject to share price performance criteria
discounts on options granted under the group’s savings related share option scheme do not attract a profit and loss charge as permitted by uitf17
the group has provided for the expected national insurance liability arising on its unapproved 1999 scheme it is estimated that if the share price were
to increase by 10 this would lead to a £204000 increase being £200000 in relation to the increase in share price and £4000 due to additional share
options becoming eligible for exercise similarly if the share price were to decrease by 10 this would lead to a £200000 reduction in the provision
being £200000 in relation to the decrease in the share price and £nil due to share options becoming no longer eligible for exercise
notes to the accounts 35
northgate information solutions plc 4 group operating loss
group operating loss is stated after chargingcrediting year ended year ended
30 april 2004 30 april 2003
£000 £000
research and development expenditure 7630 6889
operating lease rentals  plant and machinery 1995 1588
 other 3901 3753
 exceptional rental incomecosts relating to property 180 3861
auditors remuneration  group 226 98
 company 10 10
 other fees  tax advice 59 67
 assurance services  other 73 114
loss on sale of tangible fixed assets 3 205
in addition to the auditors’ remuneration disclosed above further costs of £1209000 relating to non audit services provided by kpmg in respect of the
acquisitions during the year have been capitalised these primarily relate to reporting accountant and due diligence work
5 profit on sale or termination of operations
year ended year ended
30 april 2004 30 april 2003
£000 £000
discontinued businesses  sale of health business  28451
 28451
6 interest receivable and similar income
year ended year ended
30 april 2004 30 april 2003
£000 £000
bank and other interest receivable 295 1227
7 interest payable
year ended year ended
30 april 2004 30 april 2003
£000 £000
bank loans and overdrafts 1552 
amortisation of issue costs on bank loan 145 
other interest payable  42
foreign exchange loss 241 282
finance charges payable under finance leases 13 4
1951 328
notes to the accounts 36
northgate information solutions plc 8 staff numbers
the average number of persons employed by the group including executive directors during the year was as follows
year ended year ended
30 april 2004 30 april 2003
number number
sales and marketing 164 111
customer services 842 514
applications software support and research and development 771 304
accounting and administration 111 92
1888 1021
9 taxation on lossprofit on ordinary activities
the chargecredit for the year comprises
year ended year ended
30 april 2004 30 april 2003
£000 £000
current taxation
uk corporation tax at 30 2003 30 38 3105
adjustments relating to earlier years  corporation tax 139 18
 overseas taxation 38 
share of associate 3 
218 3087
deferred taxation
group 211 4724
211 4724
total tax chargecredit on lossprofit on ordinary activities 7 1637
the current tax charge for the year differs from that calculated by applying the standard rate of corporation tax in the uk to lossprofit before taxation
the differences are as follows
year ended year ended
30 april 2004 30 april 2003
£000 £000
lossprofit before taxation 10086 28109
tax on lossprofit at uk rate of 30 3026 8433
accelerated capital allowances 739 458
tax effected amounts not in the profit and loss account 463 297
expenses not tax effected 3894 277
adjustments in respect of prior periods 177 18
effect of different rates for overseas taxation 13 
augmentationutilisation of tax losses and act 388 5444
current tax charge for the year 218 3087
notes to the accounts 37
northgate information solutions plc 10 lossprofit for the financial year
the loss for the financial year in the accounts of the parent company was £14315000 2003 profit £791000
11 earnings per ordinary share
basic earnings per share for the year ended 30 april 2004 has been calculated on the loss for the financial year of £10093000 2003 profit
£29746000 and by reference to 340461198 2003 284517324 ordinary shares being the weighted average number of ordinary shares in issue
and ranking for dividend during the year after excluding shares owned by the northgate information solutions employee share ownership plan note
14
diluted earnings per share has been calculated on the loss of £10093000 2003 profit £29746000 and after including the effect of all dilutive
potential ordinary shares which increases the average number of ordinary shares to 352839618 2003 288036064
the adjusted earnings per share figure has been calculated using the following adjusted earnings figures
year ended year ended
30 april 2004 30 april 2003
£000 £000
lossprofit for the financial year 10093 29746
profit on sale or termination of operations net of attributable taxation  25346
exceptional items net of attributable taxation 13926 5755
discontinued activities before exceptional items  542
amortisation of goodwill 5938 313
deferred taxation credit 211 4724
adjusted profit for the financial year 9560 5202
an adjusted earnings per share has been calculated in order to reflect the underlying performance of the group
12 intangible fixed assets
purchased
goodwill software total
group £’000 £000 £000
cost
at 1 may 2003 6207 2367 8574
exchange adjustments  19 19
acquisitions note 27 230625 256 230881
additions  721 721
at 30 april 2004 236832 3325 240157
amortisation
at 1 may 2003 517 1269 1786
exchange adjustments  18 18
charge for the year 5916 746 6662
at 30 april 2004 6433 1997 8430
net book value
at 30 april 2004 230399 1328 231727
at 30 april 2003 5690 1098 6788
notes to the accounts 38
northgate information solutions plc 13 tangible fixed assets
plant
freehold short equipment
land and fixtures and leasehold and motor
buildings fittings improvements vehicles total
group £000 £’000 £000 £000 £000
cost
at 1 may 2003   1508 8910 10418
exchange adjustments   12 31 43
acquisitions 3730  493 2869 7092
additions 16700 1557 483 1694 20434
reclassification  1131 1131  
disposals   1 1230 1231
at 30 april 2004 20430 2688 1340 12212 36670
depreciation
at 1 may 2003   654 4732 5386
exchange adjustments   6 27 33
charge for the year 99 48 339 2440 2926
reclassification  540 540  
disposals    1055 1055
at 30 april 2004 99 588 447 6090 7224
net book value
at 30 april 2004 20331 2100 893 6122 29446
at 30 april 2003   854 4178 5032
the net book value of plant equipment and motor vehicles includes £224000 2003 £107000 in respect of assets held under fina nce leases
depreciation on these assets during the year was £55000 2003 £24000
14 fixed asset investments
group – share of associated undertakings
share of 
goodwill net assets total
£’000 £’000 £’000
cost
at 1 may 2003  
additions in year note 27 495 542 1037
profits retained for the year 78 78
amortisation for the year 22  22
at 30 april 2004 473 620 1093
a 3479 share of rave technologies india private limited was purchased on 13 november 2003 the resulting goodwill has been c apitalised and will
be written off over a period of 10 years in line with the directors’ estimate of its useful economic life
notes to the accounts 39
northgate information solutions plc 14 fixed asset investments continued
group – investment in own shares
own 
shares
£’000
cost
at 1 may 2003 and 30 april 2004 1156
provisions
at 1 may 2003 58
charge for the year 78
at 30 april 2004 136
net book value
at 30 april 2004 1020
at 30 april 2003 1098
the investment in own shares comprises 2399502 2003 2400000 ordinary shares with a nominal value of 10p each acquired at an average price
of 4818p 2003 4818p by the northgate information solutions employee share ownership plan a trust established in guernsey dividends on the
shares owned by the trust the purchase of which was funded by an interest free loan to the trust from northgate information solutions plc are waived
all expenses incurred by the trust are settled directly by northgate information solutions uk limited and are charged to the accounts as incurred
in accordance with uitf13 the difference between the book value and the option exercise price of shares appropriated by the trust for issue to
employees under the savings related share option scheme is being charged as an operating cost over the period of service of the employees the charge
for the period amounted to £78000 2003 £58000
the market value of investments listed on the london stock exchange at 30 april 2004 which comprises shares held by the trust w as £1632000
2003 £552000
subsidiary own
undertakings shares total
company £’000 £’000 £’000
cost
at 1 may 2003 92782 1156 93938
additions 167117  167117
at 30 april 2004 259899 1156 261055
provisions
at 1 may 2003 15254 58 15312
charge for the year 78 78
at 30 april 2004 15254 136 15390
net book value
at 30 april 2004 244645 1020 245665
at 30 april 2003 77528 1098 78626
during the year the trade and net assets of one of the company’s subsidiary undertakings were transferred to another subsidiary undertaking at their book
value which was less than their fair value the cost of the companys investment in the transferor subsidiary reflected the unde rlying fair value of its net
assets and goodwill at the time of acquisition as a result of this transfer the value of the companys investment in the transferor subsidiary fell below the
amount at which it was stated in the companys accounting records schedule 4 to the companies act 1985 requires that the investment be written down
accordingly and that the amount be charged as a loss in the companys profit and loss account however as the fall in value of the investment in the
transferor subsidiary undertaking was offset by an increase in the value of the investment in the transferee subsidiary the directors consider that as there
has been no overall loss to the company it would fail to give a true and fair view to charge that diminution to the companys profit and loss account for
the year the effect of this departure is to increase the companys profit for the financial year by £2425000 and to increase the value of investments in
subsidiary undertakings in the holding companys balance sheet by the same amount the group accounts are not affected by this t ransfer
notes to the accounts 40
northgate information solutions plc 14 fixed asset investments continued
the principal subsidiary undertakings at 30 april 2004 the nature of whose business is the development and supply of software a nd related services
except as noted and which are all wholly owned were
country of incorporation
name and operation
northgate information solutions uk limited  great britain
northgate information solutions inc holding company usa 
pro iv technology inc  usa
northgate csg limited  great britain
blue8 technologies limited  great britain
cara payroll group limited  republic of ireland
cara information technology limited  great britain
boundary way one limited holding company great britain
boundary way two limited  property ownership company great britain
northgate pwa empower limited great britain
northgate hr limited formerly rebus hr limited  great britain
moorepay limited  great britain
 held indirectly
all shares held are ordinary shares
the market value of the investment in the company’s own shares at 30 april 2004 was £1632000 2003 £552000 the shares are h eld by the
northgate information solutions employee share ownership plan see above for details no other investments are listed
in accordance with uitf13 the difference between the book value and the option exercise price of shares appropriated by the trust for issue to
employees under the savings related share option scheme is being charged as an operating cost over the period of service of the employees the charge
for the period amounted to £78000 2003 £58000
15 debtors
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
due within one year
trade debtors 43096 18581  
amounts owed by subsidiary undertakings   34569 30940
other debtors and prepayments 8739 3631  
51835 22212 34569 30940
due after one year
trade debtors 9577 7156  
deferred tax recoverable note 23 7134 4724  
16711 11880  
total debtors 68546 34092 34569 30940
notes to the accounts 41
northgate information solutions plc 16 creditors amounts falling due within one year
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
bank loans and overdrafts note 19 11910  8852 
loan notes below and note 19 33053   
obligations under finance leases and hire purchase contracts note 19 441 71  
amounts owed to subsidiary undertakings   42777 4887
trade creditors 11974 5526  
uk corporation tax 2940 2589  
overseas taxation 488 268  
social security and other taxation 7151 2584  
other creditors 203 39  
68160 11077 51629 4887
as stated in note 31 the group has in place an £880 million 5 year borrowing facility this will provide funds to repay the loa n notes as they fall due
in february 2005
17 creditors amounts falling due after more than one year
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
bank loans and overdrafts note 20 14067  14067 
obligations under finance leases and hire purchase contracts note 20 116 48  
14183 48 14067 
18 obligations under finance leases and hire purchase contracts
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
amounts falling due
within one year 441 71  
between two and five years 116 48  
557 119  
notes to the accounts 42
northgate information solutions plc 19 bank and other borrowings due within one year
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
bank loans and overdrafts 11910  8852 
loan notes 33053   
finance lease obligations 441 71  
45404 71 8852 
at 30 april 2004 the group’s bank loan and overdraft facilities were secured by a cross guarantee and a fixed and floating charge over the assets of the
company and its material subsidiaries including certain of the acquisitions completed in the year the loan notes are secured by a bank guarantee
20 bank and other borrowings due after more than one year
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
bank loans and overdrafts 14067  14067 
finance lease obligations 116 48  
14183 48 14067 
at 30 april 2004 the group’s bank loan and overdraft facilities were secured by a cross guarantee and a fixed and floating charge over the assets of the
company and its material subsidiaries including certain of the acquisitions completed in the year
group and company bank loans are stated net of unamortised issue costs of £1295000 2003 £nil the company incurred total iss ue costs of
£1441000 in respect of the committed multioption facility entered into in december 2003 under which amounts have been drawn down to fund
acquisitions these costs together with the interest expenses are allocated to the profit and loss account at a constant rate on the carrying amount
notes to the accounts 43
northgate information solutions plc 21 provisions for liabilities and charges
pensions provisions
and similar property restructuring on share
obligations provisions provisions schemes total 
£’000 £’000 £’000 £’000 £’000
group
at 1 may 2003  6571 202 19 6792
acquisitions 18000 512   18512
profit and loss account  859 8531 1266 10656
utilised in period 187 789 5046 15 6037
at 30 april 20041781371533687127029923
the group has recognised a net property provision of £859000 during the year to 30 april 2004 2003 £4361000 primarily in r elation to net lease
payments that the group is committed to make over remaining lease terms in relation to certain properties no longer fully occupied by the groupwith
the acquisitions completed in the year the group has inherited a number of vacant and partly sublet leasehold properties provision has been made for
the residual lease commitment together with other outgoings after taking into account existing subtenant arrangements
the group has in accordance with frs7 recognised a provision of £18000000 representing the deficit in the northgate hr limite d pension scheme
as a fair value adjustment on acquisition this provision is expected to unwind over the average remaining service lives of the members of the scheme
in addition the group has made provision for the expected costs of rationalisation of the group’s operations following the acquisitions made during the
year these costs are expected to be payable in the forthcoming year
22 accruals and deferred income
group group company company
30 april 2004 30 april 2003 30 april 2004 30 april 2003
£000 £000 £000 £000
due within one year
deferred income 38214 17103  
accruals 21659 5519 828 13
59873 22622 828 13
due after one year
deferred income 80 196  
accruals 341   
421 196  
total 60294 22818 828 13
notes to the accounts 44
northgate information solutions plc 23 deferred taxation
the group’s deferred taxation assets are as follows
group group
provided provided
30 april 2004 30 april 2003
£’000 £’000
difference between accumulated depreciation and capital allowances 3072 2235
other timing differences 369 3646
tax losses carried forward 3693 6135
undiscounted deferred tax assets 7134 4724
the movement on the deferred taxation assets is as follows
£’000
balance at 1 may 2003 4724
acquisitions 2199
profit  loss account 211
balance at 30 april 2004 7134
the group has gross unutilised uk trading losses and excess management expenses carried forward of £337 million 2003 £263 mi llion and gross
unutilised uk nontrading losses carried forward of approximately £521 million a net amount of £7134000 has been recognised as a deferred tax
asset and is included in debtors note 15
24 called up share capital 
the share capital of the company is as follows
30 april 2004 30 april 2003
£’000 £’000
authorised
700000000 2003 375000000 ordinary shares of 10p each 70000 37500
allotted called up and fully paid
495073649 2003 287132292 ordinary shares of 10p each 49507 28713
during the year the company issued 281357 2003 410999 ordinary shares of 10p each as a result of the exercise of share options by employees
for which a total consideration of £10000 2003 £78000 was received the shares issued include 259314 shares issued under th e 1999 executive
share option scheme for which no consideration was received on 12 january 2004 the authorised share capital of the company was increased to
£70000000 by the creation of 325000000 new ordinary shares of 10p each ranking pari passu in all respects with the existing ordinary share
capital of the company on 23 january 2004 92000000 ordinary shares were issued for a cash consideration of £42352000 net of expenses
giving rise to a premium of £33152000 in addition 115660000 ordinary shares were issued on that date under the terms of the rebus hr group
limited acquisition agreement as part of the consideration for the acquisition the premium of £68239000 arising on this issue of shares has been
credited to merger reserves
notes to the accounts 45
northgate information solutions plc 24 called up share capital continued
the company has granted options to subscribe for the company’s ordinary shares under separate schemes as follows
savings related executive share
share option scheme option schemes total
number number number
at 1 may 2003 835565 32801859 33637424
issued  21173445 21173445
exercised 7823 1105434 1113257
lapsed 50596 2300772 2351368
at 30 april 2004 777146 50569098 51346244
the options over the company’s ordinary shares outstanding at 30 april 2004 are exercisable as follows
savings related share option scheme
number of options exercise dates exercise price
777146 1 april 2005 to 1 october 2005 2640p
total 777146
executive share option schemes
number of options exercise dates exercise price
62609 31 january 1999 to 30 january 2006 5079p
366484 4 september 2000 to 3 september 2007 3737p
70435 20 march 2001 to 19 march 2008 5750p
63758 18 september 2001 to 17 september 2008 5654p
33934 18 september 2001 to 17 september 2008 5893p
104348 7 december 2001 to 6 december 2008 4504p
36522 22 march 2002 to 21 march 2009 3785p
31304 28 july 2002 to 27 july 2009 2204p
17008691 23 november 2002 to 22 november 2009 2087p
1460869 9 december 2002 to 8 december 2009 2520p
1043477 17 december 2002 to 16 december 2009 2873p
1500000 1 june 2003 to 31 may 2010 3783p
1208000 3 august 2003 to 2 august 2010 4708p
517000 25 september 2003 to 24 september 2010 6950p
164200 9 october 2003 to 8 october 2010 7590p
220000 21 december 2003 to 20 december 2010 6525p
30000 2 january 2004 to 1 january 2011 6833p
125000 23 january 2004 to 22 january 2011 7173p
90000 26 february 2004 to 25 february 2011 6900p
2275522 28 june 2004 to 27 june 2011 4475p
931000 13 december 2004 to 12 december 2011 3650p
1960000 25 july 2005 to 24 july 2012 2900p
117500 11 december 2005 to 10 december 2012 3050p
2760000 27 june 2006 to 26 june 2013 2817p
780000 25 september 2006 to 24 september 2013 3975p
6591910 17 december 2006 to 16 december 2013 5090p
10816535 27 january 2007 to 26 january 2014 6788p
200000 26 february 2007 to 25 february 2014 6450p
total 50569098
notes to the accounts 46
northgate information solutions plc 25 reserves
share share premium merger profit and
capital account reserve loss account
£000 £000 £000 £’000
group
at 1 may 2003 28713 38123 162 20922
retained loss for the year    10093
foreign exchange    195
arising on issue of shares 20794 33263 68239 
credit in respect of share related awards    3598
at 30 april 2004 49507 71386 68401 27222
share share premium merger profit and
capital account reserve loss account
£000 £000 £000 £’000
company
at 1 may 2003 28713 38123 162 38731
retained loss for the year    14315
arising on issue of shares 20794 33263 68239 
at 30 april 2004 49507 71386 68401 24416
the credit to reserves in respect of the share related awards and the corresponding charge in the profit and loss account for t he year has been made in
accordance with uitf17
the cumulative total of goodwill eliminated against group profit and loss account reserves in respect of acquisitions prior to 1 january 1998 when frs10
goodwill and intangible assets was adopted amounts to £46770000 2003 £46770000
notes to the accounts 47
northgate information solutions plc 26 notes to the cash flow statement 
a analysis of cash flows year ended year ended
30 april 2004 30 april 2003
£000 £000
returns on investments and servicing of finance
interest paid 865 42
interest received 295 1227
interest element of finance lease rentals 13 4
net cash outflowinflow 583 1181
taxation
corporation tax paid 314 810
overseas tax paidrecovered 37 73
net cash outflow 351 737
capital expenditure 
payments to acquire intangible fixed assets 721 848
payments to acquire tangible fixed assets 20306 1859
sale of tangible fixed assets 45 
net cash outflow 20982 2707
acquisitions and disposals
acquisition of subsidiaries and businesses in the period 108250 5102
net cashoverdraft acquired with subsidiaries 11361 74
deferred consideration on business acquired in earlier period  200
disposal of businesses in the period net of expenses  31434
net cash outflowinflow 96889 26058
financing
issue of ordinary share capital 44170 78
expenses of share issue 1808 
net increasedecrease in borrowings 22917 451
capital element of finance lease rentals 192 44
net cash inflowoutflow 65087 417
b reconciliation of group operating profit to net cash inflow from operating activities
year ended year ended
30 april 2004 30 april 2003
£000 £000
group operating loss 8489 1241
depreciation and amortisation 9588 3055
provision against fixed asset investments 78 58
loss on disposal of tangible fixed assets 3 205
noncash exceptional operating items 4993 246
increase in provisions 3368 3203
decreaseincrease in debtors 4717 801
decrease in stocks 94 350
increasedecrease in creditors 8812 2054
net cash inflow from operating activities 13730 4131
the cash flow from operating activities is stated after cash payments of £5046000 2003 £1155000 in relation to the except ional reorganisation
charge for the year
notes to the accounts 48
northgate information solutions plc 26 notes to the cash flow statement continued
c reconciliation to movement in net debt
at 1 may other noncash at 30 april
2003 cash flow acquisitions changes 2004
£000 £000 £000 £000 £000
cash at bank and in hand 39377 39988  3058 2447
overdrafts    3058 3058
debt due within one year  8850 32910 145 41905
debt due after one year  14067   14067
finance leases due within one year 71 192 630 68 441
finance leases due after year 48   68 116
39258 62713 33540 145 57140
noncash charges comprise amortisation of issue costs relating to debt issues and transfers between categories
27 purchase of subsidiary undertakings and businesses
the group purchased 5 companies during the year and made an investment in an associated company for a total consideration incl uding debt and cash
acquired of £210234000 of which £176067000 was in respect of the rebus hr group limited the total adjustments required to the book values of
the assets and liabilities of the companies acquired in order to present the net assets of those companies at fair values in accordance with group
accounting principles were £108390000 of which £88541000 related to rebus hr group limited details of which are set out on pages 49 to 52
together with the resultant amount of goodwill arising all of the purchases have been accounted for as acquisitions
the companies acquired during the year contributed £4133000 to the group’s net operating cash flows paid £25000 in respect o f net returns on
investments and servicing of finance received £43000 in respect of taxation and utilised £364000 for capital expenditure
rebus hr group limited
in its last financial year to 31 march 2003 rebus hr group limited made a loss after tax of £10700000 for the period since that date to the date of
acquisition rebus hr group limited management accounts show
operating nonoperating total
£’000 £’000 £’000
turnover 59478  59478
operating profit 4602 50181 54783
lossprofit before taxation 8288 50181 41893
taxation 262  262
lossprofit attributable to shareholders 8026 50181 42155
exchange adjustments 14  14
total recognised lossesgains for the period 8040 50181 42141
the nonoperating profit of £50181000 primarily relates to the waiver of intercompany debt prior to acquisition
notes to the accounts 49
northgate information solutions plc 27 purchase of subsidiary undertakings and businesses continued
consistency
book fair value of  accounting provisional
value adjustments policy fair value
£000 £000 £000 £000
net liabilities acquired
intangible fixed assets 70017 70017  
tangible fixed assets 7886 377 2038 5471
stocks 276  276 
debtors 14617 558  14059
cash at bank and in hand 8681   8681
creditors 24562 2391 3896 23057
provisions 2 18160  18162
taxation 634 806 574 2014
loans and finance leases 33437   33437
net liabilities acquired 44110 90697 2156 44431
goodwill 195742
consideration net of debt and cash acquired 151311
satisfied by
shares issued 79805
cash 71506
consideration net of debt and cash acquired 151311
loans and finance leases acquired 33437
cash at bank and in hand acquired 8681
total consideration 176067
the shares issued as part consideration for the acquisition have been valued at a price of 69 pence per share being the midmar ket closing price of the
company’s ordinary shares on 23 january 2004 the date of completion ie the date on which the transaction became unconditional
in the circular to shareholders dated 17 december 2003 seeking shareholder approval for this transaction the total consideration was estimated at
£1561 million based on the midmarket closing price of the company’s ordinary shares on 10 december 2003 the date on which the company’s
ordinary shares were temporarily suspended from dealings
the book value of the assets and liabilities have been taken from the management accounts of rebus hr group limited at 23 janua ry 2004 the date
of acquisition fair value adjustments made were as follows tangible and intangible assets – carrying value of goodwill and oth er assets in the balance
sheet of the acquired business has been revalued on acquisition debtors – fair value revisions to amounts shown as prepayments and additional bad
debt provisions creditors – additional accruals relating to amounts not included in the management accounts provisions – inclusion of a provision in
respect of the estimated defined benefit pension scheme deficit taxation – additional provision for deferred taxation assets t h e resulting goodwill has
been capitalised and will be written off over a period of 20 years in line with the directors’ estimate of its useful economic life
notes to the accounts 50
northgate information solutions plc 27 purchase of subsidiary undertakings and businesses continued
cara payroll group limited
in its last financial year to 31 december 2002 cara payroll group limited made a loss after tax of euro 2681236 for the period since that date to
the date of acquisition cara payroll group limited management accounts show in sterling
£’000
turnover 4052
operating profit 1368
profit before taxation 251
taxation and minority interest 179
profit attributable to shareholders 72
exchange adjustments 195
total recognised loss for the period 123
book fair value provisional
value adjustments fair value
£000 £000 £000
net assets acquired
intangible fixed assets 11421 11355 66
tangible fixed assets 230 32 198
stocks 23  23
debtors 1827 290 2117
cash at bank and in hand 828  828
creditors 1095 237 1332
taxation 112 290 402
net assets acquired 13122 11624 1498
goodwill 13809
consideration net of cash acquired 15307
satisfied by
cash 15307
consideration net of cash acquired 15307
cash at bank and in hand acquired 828
total consideration 14479
the book value of the assets and liabilities have been taken from the management accounts of cara payroll group ltd at 5 june 2 003 the date of
acquisition fair value adjustments made were as follows tangible and intangible assets – carrying value of goodwill and other assets in the balance
sheet of the acquired business has been revalued on acquisition debtors – additional prepayments not included in management accounts creditors –
additional accruals relating to amounts not included in the management accounts taxation – additional provision required t he re sulting goodwill has
been capitalised and will be written off over a period of 10 years in line with the directors’ estimate of its useful economic life
other acquisitions
during the year the group completed the acquisition of the following subsidiaries
consideration
£’000
pwa group limited 3148
hays consulting  solutions group 6417
blue8 technologies limited 10835
consideration 20400
notes to the accounts 51
northgate information solutions plc 27 purchase of subsidiary undertakings and businesses continued
the following table sets out the book value and the fair value of the net assets of these acquisitions
book fair value provisional
value adjustments fair value
£000 £000 £000
net liabilities acquired
intangible fixed assets 3682 3492 190
tangible fixed assets 1423  1423
debtors 9419 1737 11156
deferred tax  185 185
cash at bank and in hand 1852  1852
creditors 8072 6655 14727
current taxation 300  300
provisions 350  350
loans 103  103
net liabilities acquired 7551 8225 674
goodwill 21074
consideration net of debt and cash acquired 20400
satisfied by
cash 20034
loan notes issued 366
consideration net of debt and cash acquired 20400
loans and finance leases acquired 103
cash at bank and in hand acquired 1852
total consideration 18651
pwa group limited was acquired on 4 november 2003 fair value adjustments of £143000 were made to align accounting policies and include
additional cost provisions the resulting goodwill has been capitalised and will be written off over a period of 10 years in lin e with the directors’ estimate
of its useful economic life
hays consulting  solutions group was acquired by northgate information solutions uk limited on 8 august 2003 fair value adjustments of
£4722000 were made to align accounting policies and include additional cost provisions and a deferred tax asset of £185000 was recognised the
resulting goodwill has been capitalised and will be written off over a period of 10 years in line with the directors’ estimate of its useful economic life
blue8 technologies limited was acquired by northgate information solutions uk limited on 16 july 2003 fair value adjustments of £3545000 were
made to eliminate goodwill on the balance sheet of the acquired business align accounting policies and include additional cost provisions the resulting
goodwill has been capitalised and will be written off over a period of 10 years in line with the directors’ estimate of its useful economic life
in addition 3479 of the share capital of rave technologies india private limited a company incorporated in india was purcha sed on 13 november
2003 for a consideration of £1037000 the company is involved in the development of computer software the resulting goodwill h as been capitalised
and will be written off over a period of 10 years in line with the directors’ estimate of its useful economic life note 14
notes to the accounts 52
northgate information solutions plc 28 the group financial commitments
capital commitments at 30 april 2004 amounted to £nil 2003 £nil
at 30 april 2004 the group had annual commitments under noncancellable operating leases as follows
30 april 2004 30 april 2003 
land and land and
buildings other buildings other
£000 £000 £000 £000
leases expiring
within one year 498 548 60 121
within two to five years 796 1760 592 1296
thereafter 4481  2968 
5775 2308 3620 1417
the company had no capital or operating lease commitments at 30 april 2004 2003 £nil
29 pension commitments
the group operates two defined benefit pension schemes one of which was inherited through the acquisition of rebus hr group lim ited both are now
closed to new members
the group’s principal uk operating company northgate information solutions uk limited operates a defined benefit scheme for its employees whose
benefits are related to salary close to retirement or leaving service if earlier and also to years of pensionable service with the assets held in a separate
trustee administered fund the contributions to the scheme are determined on the basis of regular valuations undertaken by indep endent qualified
actuaries
the most recent actuarial valuation of the scheme was conducted as at 31 march 2002 using the projected unit method as at that date the market
value of the assets was £904 million and on the valuation assumptions these assets were sufficient to cover 97 of the liabilities the key valuation
assumptions relate to the rates of return on investments and rates of increase in salaries and pensions
the pension cost in the accounts includes the regular cost plus a variation in cost and for the purposes of producing company a ccounting information
calculations were produced as at 30 april 2002 and the following assumptions were used
 pa
investment return before retirement 625
salary increases 300
pension increases for service from april 1997 270
pension increases in excess of gmps for service up to april 1997 250
the total pension cost of this defined benefit scheme charged to the profit and loss account for the year to 30 april 2004 was £2266000
2003 £1801000 which includes an addition for the amortisation of the experience deficit of £1599000 2003 £907000
following a review in 2002 of the group’s pension arrangements the group closed this defined benefit pension scheme to new members replacing it
with a defined contribution scheme existing members were given the option to stay in the scheme but future benefits will accrue at 170th of final
salary for each year of service against the prior rate of 160th of final salary employee contributions increased from 5 to 8 of pensionable salary
going forward
the group also operates various defined contribution schemes for its other uk and overseas employees
notes to the accounts 53
northgate information solutions plc 29 pension commitments continued
the pension cost figures used in these accounts comply with the current pension cost accounting standard ssap24 a new pension c ost accounting
standard ias19 must be used for the figures that will be shown in the accounts at 30 april 2006 and subsequent years under transitional arrangements
the company is required to disclose the following information about the scheme and the figures that would have been shown under the uk standard
frs17 in the current balance sheet
employer contributions to the defined benefit part of the scheme during the year amounted to £2266000 this represents broadly 136 of members’
pensionable salaries the contributions paid to the defined contribution section of the scheme amounted to £271000
the major assumptions used by the actuary in respect of the frs17 calculations were as follows
at 30 april 2004 at 30 april 2003 at 30 april 2002
 pa  pa  pa
discount rate 570 540 590
rate of increase in salaries 300 300 375
rate of increase in pensions in payment 280 260 275
inflation assumption 280 260 275
the assumptions used by the actuary are the best estimates chosen from a range of possible actuarial assumptions which due to t he timescale covered
may not necessarily be borne out in practice
the fair value of the scheme’s assets which are not intended to be realised in the short term and may be subject to significant change before they are
realised and the present value of the scheme’s liabilities which are derived from cash flow projections over long periods and thus inherently uncertain
were
long term long term long term 
rate of return rate of return rate of return
expected at v alue at expected at value at expected at value at
30 april 2004 30 april 2004 30 april 2003 30 april 2003 30 april 2002 30 april 2002
 £’000  £’000  £’000
equities 75 69438 68 56363 69 70530
gilts 50 9288 43 14542 47 11797
bonds 57 9459  
other 40 741 43 4193 47 6155
total market value of assets 88926 75098 88482
present value of scheme liabilities 124574 123874 107321
deficit in the scheme 35648 48776 18839
related deferred tax asset 10694 14633 5652
net pension liability 24954 34143 13187
analysis of movement in the scheme deficit during the year
at 30 april 2004 at 30 april 2003
£’000 £’000
deficit in scheme at start of year 48776 18839
current service cost 749 1009
contributions 2266 2228 
finance expense 2005 580
actuarial gainslosses 13616 30576
deficit in scheme at end of year 35648 48776
notes to the accounts 54
northgate information solutions plc 29 pension commitments continued
amounts included within operating profit
year ended year ended
30 april 2004 30 april 2003
£’000 £’000
current service cost 749 1009
749 1009
amounts included within other finance incomeexpense
year ended year ended
30 april 2004 30 april 2003
£’000 £’000
expected return on scheme assets 4679 5774
interest on scheme liabilities 6684 6354
net finance return 2005 580
amounts included within the statement of total recognised gains and losses
year ended year ended
30 april 2004 30 april 2003
£’000  £’000 
actual return less expected return on scheme assets 7839 21128
percentage of year end scheme assets 9 28
experience gains and losses arising on scheme liabilities  1134
percentage of present value of year end scheme liabilities  1
changes in assumptions underlying the present value of scheme liabilities 5777 8314
percentage of present value of year end scheme liabilities 5 7
actuarial gainloss recognised in statement of total recognised gains and losses 13616 30576
percentage of present value of year end scheme liabilities 11 25
the group operating company northgate hr limited acquired on 23rd january 2004 also operates a defined benefit scheme the re bus hr group
pension scheme for its employees whose benefits are related to salary close to retirement or leaving service if earlier and also to years of pensionable
service with the assets held in a separate trustee administered fund the contributions to the scheme are determined on the basi s of regular valuations
undertaken by independent qualified actuaries
the most recent actuarial valuation of the scheme was conducted as at 1st april 2002 using the projected unit method as at that date the market value
of the assets was £583 million and on the valuation assumptions these assets were sufficient to cover 77 of the liabilities the key valuation
assumptions relate to the rates of return on investments and rates of increase in salaries and pensions currently company contributions to the scheme
are 182 of pensionable salaries plus the cost of life assurance and less members’ standard contributions plus £05 million per annum
in accordance with frs7 fair values in acquisition accounting a provision of £18000000 representing the deficit in the scheme was adopted as at
23 january 2004 a related deferred tax asset of £450000 has been included in these accounts
the pension cost in the accounts includes the regular cost plus a variation in cost and for the purposes of producing company a ccounting information
the following assumptions were used
 pa
investment return before retirement 625
rate of increase in salaries 300
pension increases 270
notes to the accounts 55
northgate information solutions plc 29 pension commitments continued
the total pension cost of the defined benefit scheme charged to the profit and loss account for the period 23 january 2004 to 3 0 april 2004 was £743000
which includes an addition for the amortisation of the experience deficit of £136000 provisions for liabilities and charges include £17813000 at 30 april
2004 in respect of pension costs representing the cumulative difference between pension costs charged to the profit and loss account and the amounts funded
the company also operates various defined contribution schemes for its other uk and overseas employees
an estimate of the liabilities of the defined benefit scheme was updated to 23 january 2004 and 30 april 2004 by an independent qualified actuary in
accordance with the transitional arrangements of frs17 as required by frs17 the defined benefit liabilities have been measured using the projected
unit method the scheme is closed to new entrants and under the method used to calculate pension costs in accordance with frs17 the cost as a
percentage of payroll will tend to increase as the average age of the membership increases over the period 23 january 2004 to 30 april 2004
contributions by the company of £743000 were made to the defined benefit scheme
the major assumptions used by the actuary in respect of the frs17 calculations were as follows
at 30 april at 23 january 
2004 2004
 pa  pa
discount rate 570 540
rate of increase in salaries limited to rpi  280 300
rate of increase in pensions in payment 280 260
inflation assumption 280 260
the fair value of the scheme’s assets which are not intended to be realised in the short term and may be subject to significant change before they are
realised and the present value of the scheme’s liabilities which are derived from cash flow projections over long periods and thus inherently uncertain were
long term long term
rate of return rate of return
expected at v alue at expected at value at
30 april 2004 30 april 2004 23 january 2004 23 january 2004
 £’000  £’000
equities 75 26554 68 26331
property 60 878 60 872
bonds 57 2873 54 2806
other 40 5403 43 4566
total market value of assets 35708 34575
present value of scheme liabilities 57575 60547
deficit in the scheme 21867 25972
related deferred tax asset 6560 7792
net pension liability 15307 18180
analysis of movement in the scheme deficit during the period at 30 april 
2004
£’000
deficit in scheme at start of period 23 january 2004 25972
current service cost 384
contributions 673
finance income 282
actuarial gains 4098
deficit in scheme at end of period 21867
notes to the accounts 56
northgate information solutions plc 29 pension commitments continued
amounts included within operating profit
period ended
30 april 2004
£’000
current service cost 384
384
amounts included within other finance income
period ended
30 april 2004
£’000
expected return on scheme assets 537
interest on scheme liabilities 819
net finance return 282
amounts included within the statement of total recognised gains and losses
period ended
30 april 2004
£’000 
actual return less expected return on scheme assets 26
percentage of year end scheme assets 
experience gains and losses arising on scheme liabilities 
percentage of present value of year end scheme liabilities 
changes in assumptions underlying the present value of scheme liabilities 4072
percentage of present value of year end scheme liabilities 7
actuarial gain recognised in statement of total recognised gains and losses 4098
percentage of present value of year end scheme liabilities 7
if the above liabilities in respect of both of the above schemes were recognised in the group’s financial statements the group’s net assets and profit
and loss reserve would be as follows
at 30 april at 30 april at 30 april
2004 2003 2002
£’000 £’000 £’000
net assets excluding pension liability 162072 46076 16352
pension liability 22898 34143 13187
net assets including pension liability 139174 11933 3165
profit and loss reserve excluding pension reserve 27222 20922 50677
pension reserve 22898 34143 13187
profit and loss reserve 50120 55065 63864
30 contingent liability
there are no significant contingent liabilities in the group other than bank guarantees entered into in the normal course of bu siness
notes to the accounts 57
northgate information solutions plc 31 financial instruments
the group’s financial assets and liabilities mainly comprise bank borrowings cash liquid resources and various items such as de btors and creditors that
arise directly from operations as permitted by frs13 shortterm debtors and creditors have been excluded from the disclosures other than the currency
disclosure below
the main risks arising from the group’s financial instruments are interest rate risk liquidity risk and foreign currency risk t he board reviews and agrees
policies for managing each of these risks and they are summarised below
the main purpose of the financial instruments is to provide finance for the group’s operations
the group may enter into derivative transactions principally forward foreign currency contracts in accordance with strict inv estment criteria the
purpose of such transactions is to manage currency risks arising from the group’s operations and its sources of finance it is and has been throughout
the period under review the group’s policy that no trading in financial instruments shall be undertaken
a interest rate profile
the group finances its operations and acquisitions through a mixture of retained profits bank borrowings and equity the group b orrows principally in
sterling any surplus cash is invested in shortterm bank deposits at the prevailing rates of interest in order to achieve the market rate of return
the interest rate profile of group’s financial assets at 30 april 2004 was
equity other non
floating rate instruments interest
financial noninterest bearing
total assets bearing financial assets
currency £’000 £’000 £’000 £’000
at 30 april 2004
sterling 11486 889 1020 9577
us dollars 475 475  
euro 472 472  
australian dollars 152 152  
new zealand dollars 206 206  
hk dollars 202 202  
singapore dollars 51 51
gross financial assets 13044 2447 1020 9577
at 30 april 2003
sterling 47205 38951 1098 7156
us dollars 426 426  
gross financial assets 47631 39377 1098 7156
financial assets comprise cash at bank and in hand of £2447000 2003 £39377000 fixed asset investments other than associates of £1020000
2003 £1098000 and nontax debtors due after more than one year of £9577000 2003 £7156000
interest on floating rate bank deposits is based on relevant national libor equivalents
notes to the accounts 58
northgate information solutions plc 31 financial instruments continued
the interest rate profile of group’s financial liabilities at 30 april 2004 was
financial
liabilities on
floating rate fixed rate which no
financial financial interest
total liabilities liabilities is paid
currency £’000 £’000 £’000 £’000
at 30 april 2004
sterling 60008 59030 557 421
at 30 april 2003
sterling 315  119 196
all the group’s creditors falling due within one year other than bank and other borrowings are excluded from the above table either due to the
exclusion of shortterm items or because they do not meet the definition of a financial liability such as tax balances floating rate financial liabilities
bear interest based on relevant libor equivalents which are fixed in advance for periods of up to twelve months subject to the hedging arrangements
detailed below the weighted average interest rate on floating rate financial liabilities was 58 
b maturity profile of financial liabilities
the maturity profile of the carrying amount of the group’s financial liabilities other than shortterm trade creditors and accr uals at 30 april was as follows
at 30 april 2004 at 30 april 2003
other other
finance financial finance financial
debt leases liabilities total debt lease liabilities total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
within one year
or on demand 44963 441  45404 71  71
more than one year but
not more than two years 7602 77 208 7887  33 196 229
more than two years but
not more than five years 6465 39 213 6717 15  15
total 59030 557 421 60008  119 196 315
notes to the accounts 59
northgate information solutions plc notes to the accounts
31 financial instruments continued
borrowing facilities
the group has a syndicated facility agreement with five banksthe total amount of this facility is £88 million of this facility  the group has the following
available committed floating rate borrowing facilities at 30 april 2004 in respect of which all conditions precedent had been met at that date
at 30 april at 30 april
2004 2003
£’000 £’000
expiring within 1 year 4942 
expiring in more than 2 years 55785 
60727 
these longterm facilities have been arranged to help finance expansion of the group’s activities in line with the acquisition strategy in place and to
refinance debt currently shown as due within one year arising on the acquisition of certain subsidiaries during the year
c fair values of financial assets and financial liabilities
the carrying amounts of all financial assets and financial liabilities are not materially different from their estimated fair v alues
d hedging
the effect of the group’s two interest collar arrangements is to limit the risk to the group of fluctuating interest rates
i on 26 september 2003 the group took out a collar arrangement in respect of the funding for the purchase of the freehold of the group’s
headquarters the arrangement commenced with a notional principal sum of £120 million reducing quarterly over a 10 year period interest is payable
on the notional sum at a rate equal to the 3 month libor rate as at each quarterly reset date and is capped at 6 with a floor of 437 the
arrangement ceases in september 2013 the effect of the arrangement is to limit interest payable on the part of the bank loans e qual to the notional
principal to a range between the cap rate and the floor rate
ii on 3 february 2004 the group took out a second collar arrangement in respect of borrowings to assist in funding the purchase of rebus hr group
limited and with the group’s working capital and other requirements the arrangement commenced with a notional principal sum of £200 million
reducing to £160 million on 3 february 2005 and £70 million on 3 february 2006 interest is payable on the notional sum at a rate equal to the
3 month libor rate as at each quarterly reset date on the notional sum and is capped at 5 with a floor of 425the arrangemen t ceases in february
2007 the effect of the arrangement is to limit interest payable on the part of the bank borrowings equal to the notional princi pal to a range between
the cap rate and the floor rate
e foreign currency profile
the group has some transactional currency exposures such exposures mainly arise from sales or purchases in currencies other tha n the group’s
functional currencies these exposures represent less than 5 of the turnover of the group based on current levels of exposure t he group believes that
this risk is generally manageable without the need for hedging of these transactions
the group has the ability where it is considered appropriate on a case by case basis for significant individual transactions to enter into forward foreign
currency contracts there were no forward foreign currency contracts undertaken in the year 2003 none
the table below sets out monetary assets and liabilities held in the group’s nonfunctional currencies foreign exchange differe nces on retranslation of
these assets and liabilities are taken to the profit and loss account of the group companies and the group
at 30 april at 30 april
2004 2003
currency £’000 £’000
us dollars 153 16
other
60
northgate information solutions plc the directors submit their report and the accounts of northgate information solutions plc for the year ended 30 april 2004
results and dividends
results for the year are shown in the group profit and loss account on page 27
no interim dividend 2003 £nil was paid during the year the directors do not recommend the payment of a final dividend 2003 £ nil
principal activity and review of business developments
the principal activity of the group is the development and supply of software and related services this comprises application s oftware including
hardware and associated installation and maintenance services facilities management and software support together with the development and supply
of applications development tools
a review of the operations of the group is included in the chairman’s statement chief executive’s review and group finance director’s review on pages
2 to 10
directors
the directors of the company at the date of this report are those listed on page 12
g j bicknell resigned as a director on 15 may 2003 j r stier was appointed as a director on 15 may 2003
dr d hine resigned as a nonexecutive director on 25 september 2003 and was appointed as a nonexecutive director on 9 december 2003
sir stephen lander was appointed as a nonexecutive director on 29 january 2004 dr d hine resigned as a nonexecutive director on 29 january 2004
m s aldis and d j meaden were appointed as directors on 27 may 2004 j n starritt and j hodgson were appointed as nonexecutive directors on 27
may 2004
the service contracts of c m r stone and j r stier continue until terminated by the company giving not less than twelve months notice or the executive
giving not less than six months notice in writing the service contracts of m s aldis and d j meaden continue until terminated b y the company giving
not less than six months or the executive giving not less than six months notice in writing the letters of appointment of n j i rens sir stephen lander
j r fryer j n starritt and d hodgson may be terminated by either party giving to the other six months notice in writing
directors’ interests
the interests of the directors who held office at the end of the financial year in the ordinary shares and in options to acquir e ordinary shares of the
company and its subsidiary undertakings appear on pages 21 to 23 of the accounts
disabled persons
it is the group’s policy to treat people with disabilities on an equal basis for employment development and promotion subject only to their skills and
abilities opportunities also exist for employees of the group who become disabled to continue their employment or to be trained for other positions
in the group
employee involvement
the group places considerable value on the involvement of its employees and keeps them informed on matters affecting them as em ployees and on
the various factors affecting the performance of the group employees are eligible to obtain share options through the company’s share schemes
research and development
the group invests significant resources in research and development activity on product development enhancement and innovation
donations
during the year the group made no charitable donations 2003 £nil the group made no political donations 2003 £nil
payments to suppliers
it is the group’s practice to agree credit terms with suppliers in advance and to pay invoices in line with these agreed terms the company has no trade
creditors creditor payment policies and creditor days outstanding the group’s number of days purchases included in trade credit ors at the balance sheet
date was 57 days 2003 57 days the main uk trading subsidiary companies’ details are disclosed in their accounts
directors’ report 61
northgate information solutions plc major shareholdings
at 11 june 2004 the directors have been notified pursuant to sections 198 to 202 of the companies act 1985 or are otherwise aware of the following
shareholdings in the company
number of  issued
shares share capital
suber acquisition limited 115660000 2336
ubs global asset management 22539127 455
aberforth partners 20161400 407
herald investment management 19400000 392
m  g investment management 18484865 373
legal  general inv mgt 17153365 346
j p morgan fleming asset management 16079630 325
isis asset management london 15070621 304
auditors
in accordance with section 384 of the companies act 1985 a resolution to reappoint kpmg audit plc as auditors of the company is to be proposed at
the forthcoming annual general meeting
by order of the board
j r stier
secretary
28 june 2004
directors’ report 62
northgate information solutions plc directors
nicholas j irens  
chairman
christopher m r stone 
chief executive
geoffrey j bicknell  
resigned 15 may 2003
john r stier  
appointed 15 may 2003
malcolm s aldis 
appointed 27 may 2004
david j meaden 
appointed 27 may 2004
dr duncan hine  
resigned 25 september 2003 appointed 9 december
2003 resigned 29 january 2004
jack r fryer 
sir stephen j lander  
appointed 29 january 2004
j nicholas starritt  
appointed 27 may 2004
david hodgson  
appointed 27 may 2004
 nonexecutive
secretary
john r stier fca
registered office
boundary way
hemel hempstead
hertfordshire hp2 7hu
registered number
2762332
auditors
kpmg audit plc
8 salisbury square
london ec4y 8bb
bankers
barclays bank plc
28 george street
luton lu1 2ae
solicitors
linklaters
one silk street
london ec2y 8hq
stockbrokers
hoare govett limited
250 bishopsgate
london ec2m 4aa
financial advisers
nm rothschild  sons limited
new court
st swithin’s lane
london ec4p 4du
registrars and transfer office
computershare investor services plc
the pavilions
bridgwater road
bristol bs99 7nh
directors and advisers 63
northgate information solutions plc 30 september 2004annual general meeting
31 october 2004half year end
december 2004half year results announced
30 april 2005 financial year end
investor information
registrar 
enquiries about the following administrative matters relating to the holding of northgate information solutions plc shares should be addressed to the
company’s registrars at computershare investor services plc the pavilions bridgwater road bristol bs99 7nh telephone 0870 702 0 000
 dividend payment enquiries
 loss of share certificatesdividend warrantstax vouchers
 notification of change of address
 transfer of shares to another person
amalgamation of accounts
shareholders who receive duplicate sets of company mailings as a result of having more than one shareholder account in their name should write to
computershare investor services plc at the above address to have their accounts amalgamated
annual report on the internet
the 20032004 financial results are available at wwwnorthgateiscom
shareholder information on the internet
computershare investor services plc the company’s registrars has introduced a facility where shareholders are able to access details of their shareholding
over the internet subject to passing of an identity check
you can access this service by selecting the investor relations page on our website at wwwnorthgateiscom 
the site also includes information on electronic proxy voting and recent trends in the company’s share price
financial calendar 64
northgate information solutions plc designed and produced by design plus management ltd rebushr
pwa
hayscsg
blue8
carapeople
prolog
northgate information solutions plc
boundary way
hemel hempstead
hertfordshire hp2 7hu
tel 4401442 232424
fax 4401442 256454
email solutionsnorthgateiscom
wwwnorthgateiscom


Summary:
 corporate governance 14
northgate information solutions plc
the board believes that progressive organisations appreciate the challenge of operating in today’s business environment and par ticularly
the requirement for more transparency in determining board memberships and assessing the performance of directors therefore dur ing
the year northgate completed selfassessment performance evaluations of the board its committees and its individual directors
principal board committees
audit committee
this committee assists the board in fulfilling its overview responsibilities primarily reviewing the reporting of financial and nonfinancial
information to shareholders the systems of internal control and risk management and the audit process it comprises n j irens sir
stephen lander and j r fryer and is chaired by sir stephen lander the committee meets at least four times a year normally the c hief
executive officer group finance director and group audit manager attend the meetings however the committee is empowered to
meet without executive board members present
northgate has an internal audit function that provides the audit committee with independent objective assurance regarding internal
controls and risk management processes northgate has also implemented a formal whistleblowing policy and process that allows staff
to raise concerns in confidence regarding possible improprieties
in addition to their statutory audit responsibilities the group will typically use the auditors for other work that they are well placed to
undertake this includes work in respect of acquisitions and disposals pension scheme and other ancillary audit work and tax
compliance in such circumstances due consideration is given to the impact of the assignment on the independence of the auditors
and to their qualifications to carry out the role having given consideration to the extra work undertaken by the auditors and after
careful discussion with the responsible partners and the executive directors the audit committee is satisfied as to the independence
of the statutory auditors
remuneration committee
this committee ensures the executive directors and senior management are appropriately rewarded giving due regard to the financ ial
and commercial health of the group it comprises n j irens sir stephen lander j r fryer and n starritt and is chaired by j r fryer the
committee meets at least twice a year when necessary the remuneration committee is independently advised by remuneration
consultants the directors’ remuneration report is given on page 16
nomination committee
this committee keeps under review the board structure size and composition it selects and proposes to the board suitable candid ates
for appointment as directors of the group and considers board succession plans it comprises n j irens sir stephen lander j r fryer
and n starritt and is chaired by n j irens the committee meets as required in line with best practice northgate does not consid er
internal candidates or employees that have left the company within the last five years for appointment as nonexecutive directors of
the board
shareholder relations
the group is committed to ongoing regular communication with shareholders this is achieved principally through regular financia l
reports and the agm and information is regularly published on the group’s website at wwwnorthgateiscom
regular dialogue and presentations take place throughout the year with institutional investors at the agm all shareholders attending
have the opportunity to ask questions of the full board including the chairmen of the audit remuneration and nomination
committees
responsibility for risk and internal control
the group’s overriding objective is to maximise longterm shareholder value whilst exceeding the needs of customers employees a nd
partners in doing so the directors recognise that creating value is the reward for taking and accepting risk
the board has overall responsibility for the group’s approach to assessing risk and the systems of internal control and for mon itoring
their effectiveness in providing shareholders with a return that is consistent with a responsible assessment and mitigation of risks this
includes reviewing financial operational and compliance controls and risk management procedures the role of executive managemen t
is to implement the board’s policies on risk and control and present assurance on compliance with these policies further independent
assurance is provided by an internal audit function which operates across the group and the external auditors all employees are
accountable for operating within these policies because of the limitations that are inherent in any system of internal control this system is designed to manage rather than eliminate
the risk of failure to achieve corporate objectivesaccordingly it can only provide reasonable but not absolute assurance against material
misstatement or loss
risk assessment
the board has established an ongoing process for identifying evaluating and managing the significant risks faced by the group a s an
integral part of planning and review management from each business area identify their risks the probability of those risks occurring
the impact if they do occur and the actionsstrategy being taken to manage those risks to the desired level this information is
communicated upwards on a filter basis culminating in a discussion of the group risk profile by the board
this process has operated for the year under review and will continue going forward it has been reviewed by the board and accor ds
with the internal control guidance for directors in the combined code
internal control
whilst the board maintains full control and direction over appropriate strategic financial organisational and compliance issuesit has
delegated to executive management the implementation of the systems of internal control within an established framework
the board has put in place an organisational structure with formally defined lines of responsibility and delegation of authorit y there
are also established procedures for planning capital expenditure information and reporting systems and for monitoring the group’s
businesses and their performances these include
• review of divisional operating plans with the relevant executive directors prior to submission to the board for approval
• regular consideration by the board of yearend forecasts
• monthly comparison of each operating division’s actual financial performance with budget
• operating policies and procedures
• regular reporting of accounting and legal developments to the board
assurance
on behalf of the board the audit committee examines the effectiveness of the group’s
• assessment of risk by reviewing evidence of risk assessment activity and a report from internal audit on the risk assessment process
• systems of internal control primarily through agreeing the scope of the internal audit programme and reviewing its findings reviews
of the annual and interim financial statements and a review of the nature and scope of the external audit
any significant findings or identified risks are closely examined so that appropriate action can be taken the work of the inter nal audit
department is focused on areas of priority as identified by the risk analysis and in accordance with the annual audit plan approved by
the audit committee and the board external auditors are engaged to express an opinion on the financial statements they review a nd
test the systems of internal financial control and the data contained in the financial statements to the extent necessary to express their
audit opinion they discuss with management the reporting of operational results and the financial position of the group and pre sent
their findings to the audit committee
the directors through the audit committee have reviewed the effectiveness of the group’s systems of internal control
compliance with the combined code
the directors confirm that for the year ended 30 april 2004 the group complied with all the code provisions with the exception of
the matter disclosed above
going concern
after making appropriate enquiries the directors believe it is reasonable to expect that the group has adequate resources to continue
in operation for the foreseeable future for this reason they continue to adopt the going concern basis in preparing the accounts
by order of the board
j r stier 
secretary
28 june 2004
corporate governance 15
northgate information solutions plc