systems union group plc
systems union house
1 lakeside road
aerospace centre
farnborough
hampshire gu14 6xp
united kingdom
t 44 01252 556000
investor website wwwsystemsunioncom
sug anr 003
systems union group plc annual report and accounts 2002
systems union group plc annual report and accounts 2002 01 financial highlights
corporate statement 
02 systems union group at a glance
04 chairman’s statement
06 chief executive officer’s review 
16 directors and advisers
17 directors’ report
19 statement of directors’ responsibilities
20 remuneration report
21 corporate governance
23 auditor’s report
24 consolidated profit  loss account
25 consolidated balance sheet
26 company balance sheet
27 consolidated cash flow statement
28 consolidated statement of total recognised gains and losses
reconciliation of movements in shareholders’ funds
29 notes to the accounts
43 notice of annual general meeting
contents systems union group plc is a leading global it company quoted
on the alternative investment market aim of the london stock
exchange in december 2002 the company was the 18th largest
on aim ranked by market capitalisation
➁ by revenue we are one of the top 25 software houses in europe
and the 8th largest in the uk
➂ operating globally we work with
numerous wellknown organisations ensuring they achieve their
business objectives we provide a range of services from realtime
financial management software for companies large and small
to websystems to improve internal efficiency
the company has a very clear realistic and achievable agenda and
is committed to strategic growth we have the financial resources
global infrastructure and management team to meet these objectives
➀ on a fully diluted basis – adjusted to exclude amortisation of goodwill and profit on disposal of properties in 2001
➁ source shares magazine 12 december 2002
➂ source the european software top 50 infoconomist september 2002 which lists organisations that generate “more than
50 per cent of their revenue from licence sales and directlyrelated services”
corporate
statement
■ earnings per share
➀➀ up 87 per cent
■ ebitda up 68 per cent
■ profit before tax up 97 per cent
■ ebitda margin up 77 per cent
■ cash and investments of £25m
financial 
highlights
systems union group plc annual report and accounts 2002 01 02 systems union group plc annual report and accounts 2002
systems union group plc 
sunsystems pegasus software
the group is a global union of systems companies that are focused on providing solutions to meet
the business needs of their customers as a result of significant investment in research  development
the group has a comprehensive range of leading products and services
accounts for 89 per cent of group revenues
leading realtime multigaap multicurrency
multilingual financial  business management
software solutions based on a dynamic single
ledger structure for international and domestic
organisations distributed through 22 offices
and 200 channel partners giving a presence
in 76 countries and used at 18000 customer
sites and by 186000 users in 194 countries
sunsystems uniquely combines the 3 advantages
of low totalcostofownership low risk solution
for customers and global reach of its support
infrastructure
accounts for 10 per cent of group revenues
provides financial  accountancy software for
small and mediumsized enterprises smes
a leader in payroll and modular accounting
systems with 90000 licensed users
redtechnologycom
accounts for 1 per cent of group revenues
web development and hosting company
operating in the united kingdom
systems union
group at a glance sunsystems in emea
europe middle east
and africa
office locations
farnborough paris frankfurt
madrid milan and dubai
channel partners
belgium botswana bulgaria
croatia cyprus czech republic
egypt france germany ghana
greece hungary iran ireland
ivory coast kazakhstan kenya
kuwait latvia lithuania
luxembourg malawi malta
mauritius monaco netherlands
nigeria oman poland portugal
romania russia slovak republic
south africa switzerland
turkey uae uganda ukraine
united kingdom zambia
and zimbabwe
systems union group plc annual report and accounts 2002 03
location of sunsystems offices
country in which one 
or more sunsystems 
channel partners operates
other systems union 
group offices
key
global reach
sunsystems
in the americas
miami los angeles houston
new york ottawa toronto
buenos aires mexico city
and sao paulo
argentina bermuda brazil
canada chile columbia
dominican republic ecuador
el salvador mexico peru
trinidad  tobago uruguay
usa and venezuela
sunsystems 
in asiapacific
hong kong sydney canberra
melbourne singapore tokyo
and shanghai
australia cambodia china fiji
india indonesia japan malaysia
myanmar new zealand
pakistan philippines singapore
sri lanka south korea taiwan
thailand and vietnam
pegasus software
redtechnologycom
other offices
kettering
oxford
primarily united kingdom
and ireland
united kingdom i am very pleased to report continued progress in the performance of the group despite difficult
global trading conditions we significantly increased our profits during 2002 and ended the year with
cash balances of £189 million all areas of the business showed an improved profit despite slightly
lower revenues through greater efficiency and a continued focus on new technology
sunsystems 5 and pegasus opera ii have been extremely well received since they were launched
in 2001 and continued progress is anticipated for these products during 2003 this success reflects
our ongoing investment in research  development
results
earnings before interest tax depreciation and amortisation of intangibles ebitda grew by 68 per cent
to £87 million 2001 £51 million representing strong profits growth from the group’s two primary
businesses of sunsystems and pegasus this result was particularly pleasing in view of the small decline
in turnover because of the demanding market conditions to £746 million 2001 £784 million and
is evidence of further improved productivity
net profit after tax was £39 million compared to £20 million in the previous year an increase
of 95 per cent adjusted earnings per share increased by 87 per cent to 71 pence
the balance sheet is strong and debt free the cash position improved by £36 million and net current
assets rose by £79 million
whilst the board is unable to recommend a dividend for 2002 due to the lack of distributable reserves
in the company i am pleased to report that following high court approval of our capital reduction
proposals the deficit on the company’s distributable reserves has been eliminated allowing the
company to pay dividends from future profits
the board
i am delighted to welcome tony sweet to the board he was appointed chief financial officer upon
joining the company on 1 december 2002 tony has extensive experience in private practice including
work on mergers  acquisitions and is a valuable addition to our executive management team
outlook
we are focused on growing the group and to further improve profitability we remain positive in our
expectations for the outcome of 2003
bob morton
chairman
04 systems union group plc annual report and accounts 2002
chairman’s
statement
bob morton
chairman systems union group plc annual report and accounts 2002 05
the ukbased save the children charity is part of the international save the children alliance a group of 30 likeminded but
separately managed organisations working in over 120 countries they champion the right of every child to have a secure and happy
childhood and the right to be protected from violence abuse and exploitation
save the children uk operates through 7 regional offices around the world outside the united kingdom all financial management
is handled on sunsystems
the level of detail and traceability is vital save the children uk has an annual income in excess of £110 million of which roughly
half is restricted funds these are donated either with a specific usage in mind or as grants for defined purposes the ability to account
for every penny of restricted funds is essential since full reporting back to donors is required future funds are more likely to be
secured if previous donations are shown to have been wisely spent
“the time and money we have saved through improved administration processes by using sunsystems is considerable” said
angela connolly head of the finance systems development unit “for donations with particular uses in mind our reports
must be very detailed to demonstrate value providing this information cost effectively is vital and that means more of our funds
can be spent on saving children”
case study
aid agencies –
save the children
uk
sunsystems is used by aid agencies
in 141 countries 2002 was undoubtedly a difficult year for the it industry and the global economy in general for systems
union this was reflected in overall revenue being 5 per cent less than the previous year nevertheless
we believe that our revenue performance is better than much of the global it sector
with this backdrop i am delighted to be able to announce significantly improved results for the group
highlights for the year included
■ adjusted earnings per share grew by 87 per cent to 71p 2001 38p
■ basic earnings per share rose by 90 per cent to 38p 2001 20p
■ ebitda grew by 68 per cent to £87 million 2001 £51 million
■ profit before tax increased by 97 per cent to £43 million 2001 £22 million
■ fifth consecutive halfyearly increase in profitability
■ ebitda per employee increased by 71 per cent to £11300 2001 £6600
■ cash and investments of £25 million and no debt
■ the company will pay dividends from future profits
these achievements reflect the considerable efforts and resolve of the management team and staff
members this has ensured that the group’s financial wellbeing has been strengthened at the same
time as maintaining our significant investment in research  development rd we have continued
to improve profitability in an environment where many companies have reported steep falls in earnings 
growth strategy
far more important than the past is what are we going to do for the future systems union group plc
now has a proven track record of improving financial performance it is apparent however that
2003 will undoubtedly present fresh challenges despite this we are encouraged by the start to the
current year
the group is now financially strong the cost base is lower and the business opportunity has improved
we believe that we are now in a position to capitalise on this financial strength to derive significant
synergistic benefits from acquisitions and to achieve further growth accordingly we are more optimistic
than we were this time last year
even though we have reported improved profitability for 2002 our revenues declined slightly it is therefore
a key essential that the group focuses on growth in 2003 and our plans are to return to and improve
on income levels of 2001
we will continue to focus on improving margin on sales above the 12 per cent achieved in 2002
prudent cost management remains a priority we shall however continue our investment in marketing
to drive topline growth and in rd to develop our new generation of products this includes
sunsystems and pegasus rd facilities working on shared core architecture
systems union and its operating businesses sunsystems pegasus and redtechnology are very much
in proactive mode and we believe that the overall strategy will bring considerable shareholder value for
the future 
the singleledger realtime multicurrency multilingual multigaap open platform architecture
low risk and low totalcostofownership approach will continue to give enormous strength for
sunsystems and its extensive worldwide customer base
in the mediumterm it is our intention to increase our volume of business considerably on a profitable
basis as we pursue our goal to become the leading midtier global financial and business management
solutions provider to achieve this strategy we will pursue the following actions
■ increase our global footprint the existing network is considerable with directly owned offices and
channel partners across 76 countries including new offices in shanghai and dubai we will consider
opening additional offices and recruit new channel partners
■ extend our worldwide vertical markets initially focusing on hotels insurance aid agencies and oil  gas
■ expand our global network of vertical software partners vsps with sunsystems embedded as the
financial engine in third party applications
■ maintain the preeminence of our core financial products as the key ingredients of our global
solutions offerings
06 systems union group plc annual report and accounts 2002
chief executive
officer’s review 
paul coleman
chief executive officer systems union group plc annual report and accounts 2002 07
broadwater is a respected brand name within the hospitality industry and is well known for its prime locations unique architectural
styles and luxury furniture and fittings its hotels resorts and apartments are located in perth and elsewhere in western australia
and by the end of 2004 it will have 8 highquality properties in its portfolio
since the company has significant growth plans its financial  business management system had to be flexible and scalable to meet
future needs the implementation of a centralised system was specified to handle each site uniquely but still provide standardised
reporting the company previously used a number of different frontofhouse systems – which would be retained – and various
backofhouse modules none of which provided the reporting and analysis needed
prior to the installation of sunsystems by eclipse computing australia the production of monthly owners’ statements was a whole
day affair involving rekeying large quantities of data with the very real possibility of errors
alex farrell broadwater’s group financial controller said “with the power of sunsystems this process now takes no time at all
it’s a huge benefit and has really improved monthend morale instead of the business forcing the processing methodology sunsystems
handles the workings of the individual businesses on a daytoday basis and gives the accounting team exposure to all parts of our
businesses instead of just specialising in one”
case study
hotels –
broadwater
1000 hotels worldwide use sunsystems growth strategy continued
■ deliver additional complementary products to satisfy the needs of our customers’ directors
around the boardroom table in 2002 we delivered sunsystems analytics worldclass reporting
and information delivery solutions sunsystems psa extended project accounting sunsystems
i2i purchase requisitioning webenabled sunsystems collect cash management and
sunsystems payroll
■ establish the office in shanghai with rd and sales capabilities rd will be based on 2 pivots
to cover our global requirements this new office in china will enable the group to defray and
reduce some of its cost whilst also providing improved localised products for the asiapacific region
this is particularly exciting not only in terms of rd but also with the market opportunities opening
up through china’s recent membership of the world trade organization wto the beijing
olympics 2008 and expo 2010 shanghai is the commercial capital of china and one of the largest
cities in the world with 17 million people with over 2000 sunsystems sites in china already
we are well placed to take advantage of this major market opportunity
■ roll out pegasus software globally under the sunsystems branding including local language versions
■ retain platform independence in our rd strategy we have already embarked upon a new
technology framework based on java ii enterprise edition j2ee
■ enhance our communication systems globally to allow our 2 sunsystems rd centres farnborough
and shanghai to provide support and services for the rest of the group our customers and the
distribution network
■ pursue acquisition opportunities for customer base for product and services bringing them into our
rd framework and for advanced technology
■ support our channel partners by providing enriched product offerings to enable greater growth
financial review
the £35 million 68 per cent improvement in ebitda reflects the success of management’s focus
on operational efficiency even though total revenues declined in short cost reductions significantly
outweighed a decrease in income
group turnover of £746 million was 48 per cent lower than 2001 licence revenues declined by
£49 million and professional services by £31 million reductions of 16 per cent recurring maintenance
revenue however improved by £42 million an increase of 15 per cent this improvement reflects
the increase to maintenance charges introduced in january 2002 as a result recurring maintenance
income represented 425 per cent of revenue compared to 351 per cent previously whilst we were
not immune from the downward pressures on global software licence and professional service income
we believe that we outperformed much of the it sector
total costs reduced by 10 per cent to £660 million these improvements in efficiency and a focus on cost
control and profitability per head resulted in the ebitda margin on sales increasing to 12 per cent for the
year from 7 per cent in 2001 we expect this performance measure to show further improvement in 2003
the group’s low tax rate reflects the benefit of corporate tax losses brought forward we implemented
frs 19 with effect from the beginning of 2002 and the accounts include a prior year adjustment to
restate the opening position on the new basis under that standard
cash balances at 31 december 2002 were £189 million cash flow from operating activities improved
by 48 per cent to £51 million which reflects our focus on cash collections days’ sales outstanding
dsos for the group are 57 days our strong cash position allowed us to renegotiate an outstanding
commitment at a substantial early settlement discount in addition £13 million was paid in january
2002 to acquire the global exclusivity rights for sunsystems vision our analytics tool together with
existing maintenance contracts the group remains debtfree with net current assets of £249 million
an improvement of £79 million over last year in addition the group continues to hold an investment
in 9 million of its own shares which are carried at £63 million
in october 2002 the high court approved the capital reduction proposals that had been passed
by shareholders at the extraordinary general meeting on 23 september 2002 the deficit on the
company’s profit  loss account has been eradicated thereby enabling the payment of dividends
from future profits
08 systems union group plc annual report and accounts 2002
chief executive
officer’s review  systems union group plc annual report and accounts 2002 09
citistreet currently has over 3500 employees and is one of the largest global benefits services firms in the world providing an array
of products and services for the retirement and employee benefit plans of corporate government healthcare and nonprofit organisations
citistreet is owned and operated as a joint partnership between new yorkbased citigroup and bostonbased state street corp
citistreet has 3 geographically dispersed offices within the us with each office providing a specific ‘level of specialisation’ in retirement
products and services as a result the financial management challenges facing citistreet stemmed from its need to manage the business
data from each office collectively while still maintaining a certain degree of autonomy and flexibility for each division
citistreet selected and deployed sunsystems to address this need for a number of reasons including sunsystems’ ability to operate
in a centralised environment sunsystems’ extensive reporting capabilities consolidation capabilities and the low risk factor associated
with the solution
“all in all i think we came in on time and on budget … their people laid it out straight from the very beginning of the project
we knew exactly who needed to do what and when they needed to do it sunsystems have been very responsible and
very supportive as an organisation” said bill madden assistant vice president of citistreet
case study
insurance –
citistreet
400 insurance company sites
in 62 countries use sunsystems operational review
sunsystems
the company competes with and regularly beats large enterprise resource planning erp vendors
a reflection that many customers prefer bestofbreed solutions to allembracing systems this preference
for collaborative business domainfocused expertise and webenabled architecture matches sunsystems’
product strategy and the erpii model defined by leading industry analyst gartner group
central to the company’s ambitions is our goal to become the leading midmarket erpii vendor
in our chosen markets we will continue to deliver worldclass products to our customers and their
associated companies enhanced ‘solution selling’ training both internally and for channel partners
has focused the team on identifying and satisfying customer needs
during the year several significant successes demonstrated the merits of our strategy willis group
a leading global insurance broker signed a £6 million deal in april greatly extending its existing
sunsystems usage a partnership with micros systems inc worldleader in frontoffice systems for hotels
was announced in august and covers the development and distribution of microsfidelio financials
powered by sunsystems
a partnership with brazilianbased itg informação tecnologia e gerência sc strengthened the
company’s market leadership position for insurance industry solutions in major parts of latin america
and asiapacific other customers include agf allianz axis specialty canada life citistreet mapfre
metlife and mutual risk management mrm
in other sectors new sunsystems users include octopus cards operator of an electronic payment
system in hong kong 21vianet china the largest professional internet data centre in china air bp
a significant global business unit of the bp group standard chartered the world’s leading emerging
markets bank and pfizer inc one of the world’s largest pharmaceutical companies which will use
sunsystems at 60 locations worldwide
10 systems union group plc annual report and accounts 2002
chief executive
officer’s review
financial review continued
summary of results
2002 2001
£000 £000
turnover by type
licence 26690 31581 
maintenance 31716 27487 
services 16225 19317 
total 74631 78385 
turnover by location
– emea 37428 37417
– the americas 12993 16173
– asiapacific 16072 16482
sunsystems 66493 70072
pegasus software 7254 7481
redtechnology 884 832
total 74631 78385
ebitda before rd 19211 17201
rd 10544 12052
ebitda 8667 5149
profit on disposal of properties — 1586
depreciation 983 1385
amortisation 3924 3590
operating profit 3760 1760
net interest receivable 556 429
profit on ordinary activities before tax 4316 2189
taxation on ordinary activities 383 146
profit for the financial year 3933 2043
earnings per share note 8
– basic 38p 20p
– diluted 37p 19p
adjusted earnings per share note 8
– basic 72p 39p
– diluted 71p 38p systems union group plc annual report and accounts 2002 11
voluntary services overseas vso is an international development charity that works through a network of over 29000 global
volunteers enabling people to share their skills knowledge and experience to improve the lives of local communities in 71 of the
world’s poorest countries
when vso was looking for an accounting solution it sought one that would enable it to consolidate its business and financial information
more efficiently at monthend it was also essential that the solution was easy to use could be rapidly implemented across the many
regions in which vso operates and could manage the multicurrency requirements of the organisation with minimal support
sunsystems with its uniform integrated ledger multicurrency capabilities and realtime analytics proved to be the ideal solution for vso
the solution has been deployed across 38 remote locations throughout africa and asia with the central office in the uk retaining control
and having realtime access to business and financial information generated by all the local offices
john merchant director of resources at vso commented “sunsystems was chosen after consultation with tate bramald because
it handles multicurrency effectively and because we had a positive experience of using it at our london headquarters sunsystems has
improved vso’s handling of accounts worldwide and the lack of complaints or difficulties gives us confidence that the roll out
has been very successful for all staff concerned”
case study
aid agencies –
voluntary services
overseas
sunsystems is used in 194 countries operational review continued
sunsystems continued
a series of launches during the year of complementary products modules and alliances underscores
the continuing enhancement by the company of its solutions offerings for example sunsystems academy
produces and administers computerbased training cbt programmes that provide flexible cost effective
means for users to update and maintain their skills in october 2002 the organisation of scheduled
classroombased training courses was contracted to numerica group plc a longterm user of sunsystems
within emea sales revenues are split evenly between direct sales from the inhouse account team and
indirect sales through channel partners in asiapacific the greater proportion is through indirect sales
whereas in the americas direct sales predominate
the opening of a new office in dubai is a major step forward the second largest emirate has doubled
its overseas trade since 1989 and its tourist and hotel market is expected to show considerable growth
in the nearterm this makes the area ideal for sunsystems’ hospitality experience
research  development
we have continued to make investment in rd a priority to maintain the flow of stateoftheart
products the 175 strong team at farnborough has consistently met deadlines with a range of new
offerings and enhancements
the multilingual capability of our products is a major reason why customers choose our software
with sunsystems 4 now available in 30 languages in 2002 brazilianportuguese and italian were
launched for sunsystems 5 together with the doublebyte languages of japanese and simplified
chinese in keeping with our open platform policy sunsystems 5 became available on oracle nt
in august the release of sunsystems 514 added various significant enhancements including order
fulfilment bank interface new report server functionality and improved user interfaces
sunsystems i2i purchase requisitioning was released during the year this fully webenabled j2ee product
uses either the internet or intranets for speed of operation and deployment the same basic product
set can be used with either sunsystems 4 or sunsystems 5
the continuing investment in sunsystems 4 has yielded enhanced user interfaces as well as withholding
tax and payment preview additions which are important in certain gaap systems the product
is extremely stable and continues to be an important part of the sunsystems range
over 50 people are planned to be employed by the end of 2003 at the shanghai rd centre which
together with a dozen employees for sales marketing and operations will make the location the second
largest sunsystems office after farnborough the centre will focus on developing products using the
latest technology such as xml java j2ee and enterprise java beans ejb to ensure that we maintain
our leading position
in addition a major programme of development known as ‘evolution’ is now underway this framework
is central to the future product strategy of the company and will mean that sunsystems retains its
place as a leadingedge software solution the programme will use the latest technology and techniques
and provide maximum agility to meet the company’s development needs
support  services
during the year the company extensively enhanced its helpdesk support particularly in emea and
the americas with englishlanguage calls being handled at farnborough this has given improved and
consistent levels of service with customer feedback revealing a high degree of satisfaction
plans have been formulated to deliver more extensive global support coverage for contracted
customers including other languages and other geographic areas with automated routing of phone
calls from customers as a first step a global customer database is being rolled out to unite sales 
marketing activities helpdesk support and customer administration
sunsystems psa the project accounting offering is now fully used by our professional services teams
to record time and billing of the consultants who install and configure sunsystems at customer premises
this product which will continue to be rolled out across the world has significantly improved billing
and cash collection thereby reducing dsos
pegasus software
pegasus made excellent progress during the year with opera ii sales up 85 per cent on the previous year
and now firmly established as the flagship product for the company during the year significant
improvements were incorporated within the product enabling it to maintain the market leadership position
previously held by opera i reseller channel activities substantially increased with over 2000 opera ii
sites installed during the last 2 years additional channel partners were recruited in the uk and notably
the first channel partner appointed in new zealand has already made some significant sales
the product offering during the year was substantially improved by the introduction of opera xrl
reporting module pegasus payroll continued to be an important part of the business with over 16000
sites in the uk pegasus was the first company to achieve inland revenue recognition for the internet
service paye end of year submission of p14 and p35 forms
12 systems union group plc annual report and accounts 2002
chief executive
officer’s review  systems union group plc annual report and accounts 2002 13
pegasus was the first company
to achieve uk inland revenue
esubmission approval
founded in 1980 corinthian television ctv began as a mobile editing company and was formerly part of the carlton
communications group it has now grown into an awardwinning television facilities company with studios transmission multimedia
and postproduction based in london ctv is owned by its management and jfp limited the investment arm of the telstar group 
sean radcliffe financial controller at ctv commented “as our business has expanded we recognised a need for a comprehensive
business and financial solution that would enable our staff to access vital management information from any of our locations at any
time in association with the valueaddedreseller intsys uk we found the solution to our needs in opera ii from pegasus”
ctv is at the forefront of technology and runs opera ii remotely across servers in its different locations using an adsl asymmetric
digital subscriber line connection as a result ctv staff not only benefit from the rapid delivery of business critical information
wherever they are based but also from enterprisewide access to core financial sales and purchasing management functionality
opera ii also delivers strong reporting and analytical functionality which enables timely reporting and enhanced decisionmaking
ensuring ctv sustains its competitive advantage
case study
pegasus software –
corinthian
television operational review continued
pegasus software continued
during the year pegasus launched capital community which has resulted in over 2500 downloads
from the internet to obtain free software the capital product is aimed at smaller businesses and
increasing exposure is part of our longerterm strategy to grow our customer base
significant improvements have been made with the introduction of new technology and procedures
which greatly improve efficiency and the quality of services in our support services centre resellers
have been invited to participate in a new service level agreement sla scheme this enables the
company to focus its support activities more accurately improve the quality of support to its resellers
and has greatly reduced support call volumes this initiative has been reinforced by the investment in
a webenabled call logging system and those resellers that are part of the sla scheme are able to post
requests for support directly through a secure and private extranet connection this initiative is being
extended to other parts of the pegasus services department
the company has also refocused its rd and quality control resources into 2 separate business units
new product development and the maintenance of existing products a direct result of this has positively
impacted on the ability of the company to respond to technical support queries from its resellers and
customers and to improve greatly its ability to service its reseller network the combination of the
improved product performance and initiatives introduced within the support and development
environment enabled the company to enhance its service commitments and overall profitability
pegasus is now a much transformed business and an important member of the systems union group
of companies
redtechnologycom
a strong recurring revenue stream underpinned an improved performance in 2002 from redtechnology
previously know as systems union ebusiness solutions the business combines technical expertise with
creativity in a variety of internet intranet and extranet projects for its customers
redtechnology also works with systems union sister companies developments include the creation
of tradeit an integrated webtrading system for pegasus opera users and extensive upgrades
of sunsystems’ own websites
redtechnology is a profitable dotcom business
staff
the single greatest strength of the group is the continuing unity of thought and commitment of all
our people every office has longserving loyal and dedicated personnel they are each a vital member
of the systems union hometeam 
staff members have a vested interest in the prosperity of the group through membership of a share
option scheme which covers 75 per cent of staff and performancerelated incentives that reward
achievement if we continue to deliver our agenda i would hope to see staff benefit from an uplift
in the share price and therefore the value of their options
i should like to take this opportunity to thank all members of the hometeam for their hard work
and contribution 
the future
in a very difficult trading environment the group has significantly increased its ebitda pbt and eps
we have a very clear achievable agenda and are committed to growth organically and through
strategic acquisition change will continue at systems union and we intend taking our opportunities
proactively and with purpose we look forward with refreshed vigour and enthusiasm to the
challenges ahead 
paul coleman
chief executive officer
14 systems union group plc annual report and accounts 2002
chief executive
officer’s review  systems union group plc annual report and accounts 2002 15
80000 users of pegasus opera
and opera ii
boysstuff was founded in 1997 as a specialist provider of innovative gadgets and gifts although the company had had notable
successes using traditional catalogue marketing it recognised the need for a compelling website and an effective ebusiness solution
that would enable customers to make purchases and payments online it sought a specialist partner and following extensive
evaluation redtechnology was selected to design and develop this ebusiness solution 
the team at redtechnology and boysstuff worked closely together to integrate complex front and backend systems the result
has been the development of a unique solution that enables customers to search effectively for a product obtain stock and delivery
availability and place orders online
redtechnology monitors and manages the web system from its resilient and secure data centre in london leaving boysstuff to focus
on its business and customers
mav perivolaris it director at boysstuff commented “redtechnology’s expertise ensures that our web system is available and performing
to peak efficiency and effectiveness 24 x 7 our business depends on this level of service assurance from redtechnology and we continue
to be delighted with its commitment to service and experience in finetuning our systems to deliver optimum performance”
case study
redtechnology – 
boysstuffcouk directors a l r morton nonexecutive chairman
p j coleman chief executive officer
a c s sweet chief financial officer
j l pemberton nonexecutive director
company secretary p g larking 
registered office systems union house
1 lakeside road
aerospace centre
farnborough
hampshire gu14 6xp
registered in england and wales number 2735281
nominated adviser and westlb panmure limited
joint nominated broker woolgate exchange
25 basinghall street
london ec2v 5ha
joint nominated broker kbc peel hunt limited
4th floor
111 old broad street
london ec2n 1ph
auditor kpmg audit plc
arlington business park
theale
reading rg7 4sd
solicitors allen  overy
one new change
london ec4m 9qq
bankers barclays bank plc
54 lombard street
london ec3v 9ex
registrars capita registrars
the registry
34 beckenham road 
beckenham
kent br3 4tu
16 systems union group plc annual report and accounts 2002
directors
and advisers the directors present their annual report together with the audited consolidated financial statements
for the year ended 31 december 2002
principal activities and business review
the group’s principal activity is the design development production and distribution of financial and
business software sold under the sunsystems and pegasus brands to international and domestic
markets ecommerce internet hosting and support services are sold through redtechnologycom
a review of the group’s operations is included within the chief executive officer’s review on
pages 6 to 14
financial results and dividends
details of the results for the year ended 31 december 2002 are set out on pages 24 to 42 of the report
and further details are contained in the chairman’s statement and the chief executive officer’s review
turnover for the year was £74631000 2001 £78385000 and profit after taxation was £3933000
2001 £2043000
no interim dividend has been paid and the directors recommend that no final dividend be paid for the
year 2001 nil
capital reduction
on 23 september 2002 at an extraordinary general meeting of the company a resolution was
passed to reduce the share premium account by £26540198 subject to approval by the high court
following the presentation of a petition approval was given by the court on 16 october 2002
the effect of this capital reduction is to enable the directors to recommend payment of dividends from
future profits at a significantly earlier date than would otherwise have been the case
product development
expenditure on research  development was £10544000 2001 £12052000 the company continues
to attach considerable importance to the updating of its products either by internal development
or the purchase of external software products where this is more appropriate
directors and their interests
the directors who have served during the year are
a l r morton
p j coleman
a c s sweet appointed 1 december 2002
j l pemberton
bob morton 61 has been nonexecutive chairman since 1995 when he first invested in the company
mr morton is the chairman of a number of companies in the it sector including harrier group plc
bsoftb plc clarity commerce solutions plc and interclubnet plc he is also chairman of vislink plc
maclellan group plc and armour group plc
paul coleman 51 has over 30 years experience with wide ranging knowledge of a number of industries
both in the uk and internationally prior to joining the systems union group in 2000 he was the group
finance director and investment analyst at the carlisle group plc and european finance director at the
international security company adt group plc
tony sweet 48 was appointed as a director upon joining the company on 1 december 2002
up to the time of his appointment tony sweet was a partner at pricewaterhousecoopers
he has experience as an audit partner and on mergers  acquisitions in the uk and europe
john pemberton 54 was the founder and major shareholder of systems union group limited prior
to its incorporation into the enlarged group he was the architect of the sunsystems business and
financial management software which forms the cornerstone of the business interests of the group
he is a graduate of the london school of economics
systems union group plc annual report and accounts 2002 17
directors’ 
report directors and their interests continued
the beneficial and family interests of the directors in the share capital of the company as recorded in
the register maintained by the company in accordance with the provisions of the companies act 1985
were as follows
at 31 december 2002 at 1 january 2002
5p ordinary shares 5p ordinary shares
a l r morton 10860520 8835520 
p j coleman 150000 100000
a c s sweet 10000 nil
j l pemberton 4846308 4846308
a c s sweet and j l pemberton retire from the board in accordance with the company’s articles
of association and offer themselves for reelection
substantial shareholdings
save for the interests of a l r morton and j l pemberton which are noted above the directors are aware
of the following who are interested directly or indirectly in 3 per cent or more of the company’s shares
number percentage of
of shares share capital
artemis unit trust management limited 12900000 1241
m  g investment management limited 10303382 991
isis asset management limited 6529768 628
henderson global investors limited 6381383 614
jupiter asset management limited 5820840 560
framlington investment management limited 3222829 310
the company has an interest in 9 million shares which are held in trust for the benefit of the group
this holding represents 866 per cent of the current issued share capital of the company 
employees
every effort is made to keep all staff informed and involved in the operations and progress of the group
this is achieved through the use of electronic communications staff briefings and newsletters it is the
group’s aim that recruitment and development of staff should be determined solely on ability and other
relevant requirements of the job disabled persons and those who become disabled are given the same
consideration as others and depending on their skills will enjoy the same prospects as other staff
the group’s policies on health  safety are continually under review ensuring that current practices
comply with the laws applicable in the countries in which we operate
payment of suppliers
the company agrees appropriate terms  conditions individually with its suppliers it seeks to abide
by these agreed terms provided that the supplier has also complied with them the number of creditors
days at 31 december 2002 was 39 31 december 2001 45 days
donations
there were no political donations during the year donations of a charitable nature amounted to £3753
2001 £2922
directors’ and officers’ insurance
the company maintains an insurance policy for all directors and officers of the company against
liabilities which may be incurred by them while acting as directors and officers
18 systems union group plc annual report and accounts 2002
directors’ 
report annual general meeting
the annual general meeting of the company will be held at the registered office at 1230pm on
30 april 2003 the notice of the meeting detailing the ordinary and special business to be conducted
is set out on pages 43 to 44 to this report
auditor
a resolution to reappoint kpmg audit plc as auditor to the company at a level of remuneration
to be agreed by the directors will be put to the shareholders at the annual general meeting
by order of the board
p g larking
secretary
24 march 2003
systems union group plc annual report and accounts 2002 19
company law requires the directors to prepare financial statements for each financial year which give
a true and fair view of the state of affairs of the company and group and of the profit or loss for that
period in preparing those financial statements 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 financial statements
■ prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the group will continue in business
the directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the company and to enable them to ensure that the
financial statements comply with the companies act 1985 they 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 20 systems union group plc annual report and accounts 2002
policy on remuneration of directors and senior management
remuneration of the executive directors is agreed by the remuneration committee terms of appointment
of senior management are approved by the chief executive officer policies are designed to attract
motivate and retain high calibre individuals and to reward them for enhancing value to shareholders 
salary and other benefits
salaries are reviewed periodically and have regard to remuneration packages of similar public companies
operating in the computer services industry policies concerning other employment benefits are reviewed
on a regular basis
bonus
at the outset of each financial year the remuneration committee agrees an annual bonus target for
the executive directors certain other senior staff have bonus arrangements which are dependent
on the performance of the group and the individual
share options
the company operates an inland revenue approved share option scheme which includes the grant
of unapproved and super options details of the options outstanding for directors are detailed in this
report the company has a policy of granting share options to staff at all levels and details of the
options outstanding are set out in note 17 of the financial statements
the remuneration committee at their meeting on 20 march 2003 determined that the vesting criteria
for super options based on share price performance were beyond the direct control of the executive
directors and senior management they further determined that the future vesting criteria for super options
should be based upon the improvement to adjusted earnings per share of 10 per cent each year
the committee determined that to acknowledge the achievements of the super option holders the
financial years 2001 and 2002 are regarded as years in which the required performance levels had been
achieved as a consequence of this decision a proportion of existing options vested on 20 march 2003
super options are capable of exercise at the rate of 25 per cent of those options that have vested
in 6 monthly intervals commencing 3 years after the date of grant
pensions
the company makes a contribution of 10 per cent of the basic salary to a personal pension scheme on behalf
of the executive directors defined contributions are made to personal pension plans for other staff within the
group in some group companies these are dependent upon participating staff making a personal contribution
directors’ remuneration
salary performance benefits pension 
and fees bonus in kind contributions 2002 2001
£ £ £ £ £ £
a l r morton

30000 nil nil nil 30000 30000
p j coleman 200000 150000 26828 20000 396828 452025
a c s sweet

10000 nil 1000 nil 11000 nil
j l pemberton

35333 nil nil nil 35333 71356
j g glicker

nil nil nil nil nil 9000
275333 150000 27828 20000 473161 562381
 nonexecutive and member of the audit and remuneration committees
 appointed 1 december 2002
 resigned 6 september 2001
directors’ service agreements
a l r morton p j coleman a c s sweet and j l pemberton each has an agreement with the company
capable of termination on 6 12 6 and 3 months’ notice respectively
directors’ share options
the executive directors have options granted under the systems union group employee share option
scheme 1999 the conditions and status of the option grants are as follows
mr coleman was granted 2000000 super options on 13 december 2000 at 615 pence 1333334
of those options vested on 20 march 2003 the remaining 666666 super options are capable of vesting
in march 2004 in addition mr coleman has 500000 ordinary options granted on 18 march 2002
at 905 pence these options are capable of exercise between 18 march 2005 and 18 march 2012
mr sweet was granted 400000 super options on 5 december 2002 at 700 pence these options
are capable of vesting from march 2004 in addition mr sweet has 100000 ordinary options granted
on 5 december 2002 at 700 pence these options are capable of exercise between 5 december
2005 and 5 december 2012
remuneration
report the directors are responsible for the company’s system of corporate governance the company
supports the principles of good governance and the code of best practice ‘the combined code’
whilst the company is not required to comply with the provisions of the combined code it has
chosen to make the following voluntary disclosures
board and management reporting
the board currently comprises the chief executive officer the chief financial officer the nonexecutive
chairman and one other nonexecutive director and meets regularly throughout the year the board
has adopted a schedule of matters to be specifically reserved for its decision in accordance with the
provisions of the combined code
each operating company and business unit produces comprehensive management reports each month
a summary of these reports is presented to the board at its monthly meeting such information
includes details of the key features of the group’s performance and an analysis against budget of
revenue and expenditure
directors’ remuneration
the board has established a remuneration committee comprising the chairman and nonexecutive
director details of the company’s remuneration policy are contained in the remuneration report
on page 20 the committee makes its decisions following consultation with the chief executive officer
and has access to external professional advice if required
accountability and audit
the board seeks to ensure that its annual report and financial statements provide a balanced and
concise assessment of the company’s position the board has established an audit committee
comprising the chairman and nonexecutive director this committee meets as necessary and provides
a forum for the nonexecutive directors to meet with the external auditor
internal control
the directors are responsible for the systems of internal control although no system of internal control
can provide absolute assurance against material misstatement or loss the group’s systems are designed
to provide the directors with reasonable assurance that problems are identified on a timely basis and
dealt with appropriately the key elements of the group’s system of internal control are as follows
financial management
detailed annual budgets are prepared for the group and each operating company these budgets are
reviewed and agreed by the board and actual performance is reported against these budgets on a
regular basis the company has in place documented authority levels for approving purchase orders
invoices and all bank transactions further information concerning financial risk management is detailed
in note 16 of the financial statements
company management
the chief executive officer chairs a global management board for the group comprising the regional
chief executives certain subsidiary company directors and other senior executives with global
responsibilities for sales marketing service support technology product development and finance
additionally there are regular meetings of a product strategy forum where the future direction of the
group’s product offerings and routes to market are considered there are also regular board meetings
of all subsidiary companies in the uk and overseas
quality management
the company’s businesses are focused on meeting the highest levels of customer satisfaction quality
procedures for the development of the products services and maintenance support are documented
and kept under constant review systems union holdings limited’s management systems are certified
iso90012000 and tickit
corporate
governance
systems union group plc annual report and accounts 2002 21 internal control continued
business risks and computer systems
the company has established controls and procedures over the security of the data held on its
computer systems such arrangements are tested regularly and reviewed the company has in place
business continuity plans and offsite emergency facilities are available appropriate insurance policies
are in place
internal audit
the company has an internal audit function whose role is to provide independent verification to the
board and to management of the organisation’s daytoday activities and results the audit plan used
to control the scope and frequency of audits is riskbased where any problems or opportunities are
identified as the result of audits they are logged formally and followed through to completion the internal
audit function may also carry out adhoc reporting and investigations for the board or for individual
directors and managers
dialogue with institutional shareholders
the directors of the company together with their advisers hold regular meetings with the key
institutional shareholders thereby helping to ensure that there is a mutual understanding of objectives
going concern
after making due and careful enquiry the directors have formed a judgement at the time of approving
the financial statements that there is a reasonable expectation that the company has adequate resources
to continue in operational existence for the foreseeable future for this reason the directors continue
to adopt a ‘going concern’ basis in preparing the financial statements
22 systems union group plc annual report and accounts 2002
corporate
governance independent auditor’s report to the members of systems union group plc
we have audited the financial statements on pages 24 to 42
this report is made solely to the company’s members as a body in accordance with section 235 of
the companies act 1985 our audit work has been undertaken so that we might state to the company’s
members those matters we are required to state to them in an auditor’s report and for no other
purpose to the fullest extent permitted by law we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body for our audit work for this report
or for the opinions we have formed
respective responsibilities of directors and auditor
the directors are responsible for preparing the directors’ report and as described on page 19
the financial statements in accordance with applicable united kingdom law and accounting standards
our responsibilities as independent auditor are established in the united kingdom by statute the auditing
practices board and by our profession’s ethical guidance 
we report to you our opinion as to whether the financial statements give a true and fair view and are
properly prepared in accordance with the companies act 1985 we also report to you if in our opinion
the directors’ report is not consistent with the financial statements if the company has not kept proper
accounting records if we have not received all the information and explanations we require for our audit
or if information specified by law regarding directors’ remuneration and transactions with the group
is not disclosed
we read the other information accompanying the financial statements and consider whether it is
consistent with those statements we consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with the financial statements
basis of audit opinion
we conducted our audit in accordance with auditing standards issued by the auditing practices board
an audit includes examination on a test basis of evidence relevant to the amounts and disclosures
in the financial statements it also includes an assessment of the significant estimates and judgements
made by the directors in the preparation of the financial statements and of whether the accounting
policies are appropriate to the group’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable assurance
that the financial statements are free from material misstatement whether caused by fraud or other
irregularity or error in forming our opinion we also evaluated the overall adequacy of the presentation
of information in the financial statements
opinion
in our opinion the financial statements give a true and fair view of the state of affairs of the company
and the group as at 31 december 2002 and of the profit of the group for the year then ended and
have been properly prepared in accordance with the companies act 1985
kpmg audit plc
chartered accountants
registered auditor
reading
24 march 2003
auditor’s 
report
systems union group plc annual report and accounts 2002 23 2002 2001
note £000 £000
turnover 12 74631 78385 
cost of operations 1 55420 61184 
research  development 1 10544 12052 
ebitda 8667 5149 
profit on disposal of properties — 1586
depreciation 983 1385 
amortisation of intangibles 3924 3590 
operating profit 3760 1760
net interest receivable 3 556 429 
profit on ordinary activities before taxation 4 4316 2189 
taxation on profit on ordinary activities 7 383 146 
profit for the financial year 3933 2043 
earnings per share 8
– basic 38p 20p 
– diluted 37p 19p 
adjusted earnings per share 8
– basic 72p 39p 
– diluted 71p 38p 
all results relate to continuing operations
there is no difference between the retained profit for the year stated above and its historical cost equivalent
24 systems union group plc annual report and accounts 2002
consolidated profit  loss account
for the year ended 31 december 2002 restated
2002 2001
note £000 £000
fixed assets
intangible assets 9 62842 65653 
tangible assets 10 4105 4469 
investments 11 6300 6300 
73247 76422 
current assets
debtors 12 18840 19448 
cash at bank and in hand 18874 15293 
37714 34741 
creditors amounts falling due within 1 year 13 12820 17745 
net current assets 24894 16996 
total assets less current liabilities 98141 93418
creditors amounts falling due after more than 1 year 14 — 826 
provisions for liabilities and charges 15c 1310 2204 
deferred income 15907 13178 
net assets 80924 77210 
capital and reserves
called up share capital 17 5196 5172 
share premium account 18 9478 35963 
merger reserve 18 50582 54118 
warrant reserve 18 1340 1476 
profit  loss account 18 14328 19519 
equity shareholders funds 80924 77210 
these financial statements were approved by the board of directors on 24 march 2003 and were signed on its behalf by
p j coleman
chief executive officer
consolidated balance sheet
as at 31 december 2002
systems union group plc annual report and accounts 2002 25 26 systems union group plc annual report and accounts 2002
company balance sheet
as at 31 december 2002
2002 2001
note £000 £000
fixed assets
intangible assets 9 937 —
tangible assets 10 373 390 
investments 11 61616 60752
62926 61142 
current assets
debtors 12 6908 10452 
cash at bank and in hand 16156 13463 
23064 23915 
creditors amounts falling due within 1 year 13 12006 11144 
net current assets 11058 12771 
net assets 73984 73913 
capital and reserves
called up share capital 17 5196 5172 
share premium account 18 9478 35963 
merger reserve 18 57662 57662 
warrant reserve 18 1340 1476 
profit  loss account 18 308 26360
equity shareholders funds 73984 73913 
these financial statements were approved by the board of directors on 24 march 2003 and were signed on its behalf by
p j coleman
chief executive officer systems union group plc annual report and accounts 2002 27
consolidated cash flow statement
for the year ended 31 december 2002
2002 2001
note £000 £000
operating profit 3760 1760
amortisation 3924 3590
depreciation 983 1385
profitloss on sale of fixed assets 21 34
profit on sale of properties — 1586
8646 5183
movement in working capital 20 3573 1748
cash inflow from operating activities 5073 3435
returns on investments and servicing of finance 21 556 429 
taxation 78 27 
purchase of tangible fixed assets 799 1172 
purchase of investments — 80
purchase of licences 1250 150
disposal of properties held for sale — 8888 
cash inflow before management of liquid resources and financing 3502 11377 
management of liquid resources — 4000 
financing 21 79 5219 
increase in cash in the year 3581 10158 
cash flow from change in debt — 5300 
cash inflow from decrease in liquid resources — 4000 
movement in net funds 3581 11458 
net funds at 1 january 2002 15293 3835 
net funds at 31 december 2002 18874 15293 28 systems union group plc annual report and accounts 2002
consolidated statement of total recognised gains and losses
for the year ended 31 december 2002
2002 2001
£000 £000
profit for the financial year 3933 2043 
exchange adjustments 162 336 
total recognised gains and losses relating to the financial year 3771 1707 
prior year adjustment note 1b 867 —
total recognised gains and losses since last annual report 4638 1707
reconciliation of movements in shareholders’ funds
for the year ended 31 december 2002
2002 2001
£000 £000
profit for the financial year 3933 2043 
other recognised gains and losses relating to the year 162 336 
new share capital subscribed 79 81 
movement in warrant reserve 136 193 
net addition to equity shareholders funds 3714 1595 
equity shareholders funds at 1 january 2002 77210 74748 
prior year adjustment note 1b — 867
equity shareholders funds at 31 december 2002 80924 77210  1 accounting policies
the following accounting policies have been applied consistently in dealing with items which are considered material in relation to the
group’s financial statements
a basis of preparation
the financial statements have been prepared in accordance with generally accepted accounting principles in the united kingdom uk gaap
and under the historical cost convention
b changes in accounting policies
the group has adopted frs 19 ‘deferred tax’ in these financial statements the adoption of this standard represents a change in accounting
policy and the comparative figures have been restated accordingly details of the effect of adopting frs 19 is given in note n below
c basis of consolidation
the consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to
31 december 2002 the acquisition method of accounting has been adopted under this method the results of subsidiary undertakings
acquired or disposed of in the year are included in the consolidated profit  loss account from the date of acquisition or up to the date
of disposal
under section 2304 of the companies act 1985 the company is exempt from the requirement to present its own profit  loss account
d goodwill and intangible assets
intangible assets are stated at cost to the extent that the carrying value exceeds the recoverable amount an impairment loss is
recognised in the profit  loss account 
purchased goodwill representing the excess of the fair value of the consideration given over the fair value of the separable net assets
acquired arising on consolidation of acquisitions is capitalised and amortised to nil by equal annual instalments over its estimated useful life
of 20 years
licences are included at cost and amortised in equal annual instalments over their estimated useful economic lives
e investments
in the company’s financial statements investments in subsidiary undertakings are stated at cost to the extent that the carrying value
exceeds the recoverable amount an impairment loss is recognised in the profit  loss account
f tangible fixed assets and depreciation
depreciation is provided to write off the cost less the estimated residual value of tangible fixed assets by equal annual instalments over
their estimated useful economic lives as follows
freehold buildings – 50 years
leasehold land and buildings – period of lease
office equipment – 2 to 4 years
motor vehicles – 4 years
no depreciation is provided on freehold land
g foreign currencies
transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction monetary assets and
liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or
losses on translation are included in the profit  loss account
the assets and liabilities of overseas subsidiary undertakings are translated at the closing exchange rates profit  loss accounts of such
undertakings are consolidated at the average rates of exchange during the year gains and losses arising on these translations are taken
to reserves
h leases
assets acquired under finance leases are capitalised and the outstanding future lease obligations are included in liabilities operating lease
rentals are charged to the profit  loss account on a straightline basis over the period of the lease
notes to the accounts
systems union group plc annual report and accounts 2002 29 1 accounting policies continued
i cash and liquid resources
cash and liquid resources for the purposes of the cash flow statement comprise cash in hand and deposits repayable on demand
j pension costs
the group operates a number of defined contribution pension schemes the assets of the schemes are held separately from those of the
group in independently administered funds the amount charged to the profit  loss account represents the contributions payable to the
schemes in respect of the accounting period
k turnover
turnover represents the amounts excluding value added tax derived from the provision of goods and services to third party customers
revenue from licence fees is recognised on the later of delivery or contract provided no significant future obligation exists income from
maintenance services is recognised on a straightline basis over the period to which the maintenance agreement relates revenue not
recognised in the profit  loss account under this policy is classified as deferred income in the balance sheet revenue from professional
services is recognised as the work is performed
l cost of operations
having regard to the nature of the group’s business the analysis of operating costs as prescribed by the companies act 1985 is not
meaningful in the circumstances as prescribed by paragraph c33 of schedule 4 of the companies act 1985 the directors have adapted
the prescribed format to the requirements of the group’s business 
m research  development expenditure
expenditure on research  development is charged to the profit  loss account in the year in which it is incurred
n taxation
with effect from 1 january 2002 the group changed its accounting policy with respect to deferred tax upon the adoption of financial
reporting standard no 19 ‘deferred tax’ ‘frs 19’ frs 19 introduces a form of full provision for accounting for deferred tax called the
incremental liability approach which replaces the partial provision approach previously followed under ssap 15
deferred tax is now provided on timing differences where the group has an obligation to pay more tax in the future as a result of those
timing differences deferred tax assets are only recognised if it is considered more likely than not that there will be suitable profits from
which the future reversal of the underlying timing differences can be deducted
previously deferred tax was provided on timing differences to the extent that they were expected to reverse in the foreseeable future
deferred tax unprovided as at 31 december 2001 and which is now required to be provided for under frs 19 has been provided for
and shown as a prior year adjustment the impact on the profit  loss account for the year ended 31 december 2002 is a charge of
£65000 there was no impact on the profit  loss account for the year ended 31 december 2001 shareholders’ funds at 31 december
2001 have been increased by £867000
o employee share schemes
the cost of awards to employees that take the form of shares or rights to shares is recognised over the period of the employee’s related
performance the cost represents the difference between the option exercise price and the market value of the shares at the date of the
grant of the option where there are no performance criteria the cost is recognised when the employee becomes unconditionally entitled
to the shares no provision is made for employer’s nic associated with any gains on vested share options on the basis that this expense
is recoverable from the employee
30 systems union group plc annual report and accounts 2002
notes to the accounts 2 segmental analysis
the directors consider there to be only 1 class of business being the development and distribution of business software
a the geographical analysis of turnover is given below
2002 2001
£000 £000
europe middle east  africa 45566 45730 
the americas 12993 16173 
asiapacific 16072 16482 
74631 78385 
b an analysis by revenue type is given below
2002 2001
£000 £000
licence  26690 31581 
maintenance  31716 27487 
services 16225 19317 
74631 78385 
3 net interest receivable
2002 2001
£000 £000
bank interest receivable 556 510 
interest payable
– on bank loans and overdrafts — 28 
– on all other loans — 53
556 429 
4 profit on ordinary activities before taxation
2002 2001
£000 £000
profit on ordinary activities before taxation is stated after chargingcrediting
auditor’s remuneration – group audit 135 130 
– company audit 30 30 
– other fees paid to the auditor 49 90 
depreciation 983 1385 
amortisation of intangible fixed assets 3924 3590 
exchange gains net 444 165 
operating lease rentals land and buildings 3353 3320 
operating lease rentals other assets 1792 1371 
systems union group plc annual report and accounts 2002 31 5 directors’ remuneration and shareholdings
information covering directors’ remuneration including pension entitlements interest in shares and share options is included in the
directors’ report pages 17 to 19 and the remuneration report on page 20
6 staff numbers and costs
the average number of persons employed by the group including directors during the year analysed by category was as follows
number of employees
2002 2001
selling 184 195 
research and technical 368 355 
management and administration 217 230 
769 780 
the aggregate payroll costs of these persons were as follows
2002 2001
£000 £000
wages and salaries 32269 33258
social security costs 3466 3383
other pension costs 1083 1325
36818 37966
7 taxation
a analysis of charge
2002 2001
£000 £000
current tax
uk corporation tax — — 
overseas tax 318 146
deferred tax
origination and reversal of timing differences 65 —
total tax charge 383 146
32 systems union group plc annual report and accounts 2002
notes to the accounts 7 taxation continued
b factors affecting tax charge
the current tax charge for the year is lower 2001 lower than the standard rate of corporation tax in the uk of 30 per cent 2001 30 per cent
the differences are explained below
2002 2001
£000 £000
profit on ordinary activities before taxation 4316 2189
profit on ordinary activities multiplied by standard rate of corporation tax in the uk 
of 30 per cent 2001 30 per cent 1295 657
effect of
charges not deductible for tax purposes 1065 1716
capital allowances in excess of depreciation 10 272
utilisation of tax losses 2000 1870
lower tax rates on overseas earnings 32 85
current tax charge for the year 318 146
 primarily amortisation of goodwill
certain united kingdom subsidiaries have trading losses which as at 31 december 2002 amounted to £60 million which are available for
offset against future trading income there are further losses available to certain overseas subsidiaries amounting to £111 million no deferred
tax assets have been recognised in respect of these timing differences as the ability of the group to obtain tax relief is dependent upon
suitable profits arising in the relevant statutory companies in the future which are either not currently foreseen or cannot be estimated
with sufficient certainty
8 earnings per share
the calculation of the basic earnings per share is based on the profit for the financial year divided by the weighted average number of shares
in issue during the year
a adjusted earnings is calculated as follows
2002 2001
£000 £000
profit for the financial year 3933 2043 
amortisation of goodwill 3536 3590 
profit on disposal of properties — 1586 
adjusted earnings for the financial year 7469 4047 
b number of shares in thousands
2002 2001
weighted average number of shares – used to calculate basic earnings per share 103760 103310 
effect of dilutive share options 1993 2399 
number of shares used to calculate diluted earnings per share 105753 105709 
systems union group plc annual report and accounts 2002 33 9 intangible fixed assets
licences goodwill total
group £000 £000 £000
cost
at 1 january 2002 1335 84368 85703
adjustments —137137
additions 1250—1250
at 31 december 2002 2585 84231 86816
amortisation and impairment
at 1 january 2002 1229 18821 20050
charge for the year 388 3536 3924
at 31 december 2002 1617 22357 23974
net book value
at 1 january 2002 106 65547 65653
at 31 december 2002 968 61874 62842
licences
company £000
cost
at 1 january 2002 —
additions 1250
at 31 december 2002 1250
amortisation
at 1 january 2002 —
charge for the year 313
at 31 december 2002 313
net book value
at 1 january 2002 —
at 31 december 2002 937
34 systems union group plc annual report and accounts 2002
notes to the accounts 10 tangible fixed assets
land and office
buildings equipment total
group £000 £000 £000
cost
at 1 january 2002 3643 3672 7315
additions 28798826
transfer to current assets 167 — 167
disposals —307307
exchange differences 32 3 35
at 31 december 2002 3472 4160 7632
depreciation
at 1 january 2002 483 2363 2846
charge for the year 152 831 983
on disposals — 302 302
at 31 december 2002 635 2892 3527
net book value
at 1 january 2002 3160 1309 4469
at 31 december 2002 2837 1268 4105
land and office
buildings equipment total
company £000 £000 £000
cost
at 1 january 2002 and at 31 december 2002 361 49 410
depreciation
at 1 january 2002 6 14 20
charge for the year 7 10 17
at 31 december 2002 13 24 37
net book value
at 1 january 2002 355 35 390
at 31 december 2002 348 25 373
the net book value of land and buildings comprises
group company
2002 2001 2002 2001
£000 £000 £000 £000
freehold 2167 2388 348 355 
long leasehold 670 772 — — 
2837 3160 348 355 
systems union group plc annual report and accounts 2002 35 11 fixed asset investments
interest in 
own shares
group £000
cost and net book value 
at 1 january 2002 and 31 december 2002 6300
the market value of the interest in own shares at 31 december 2002 was £6525000 2001 £7515000
interest in shares in subsidiary
own shares undertakings total
company £000 £000 £000
cost
at 1 january 2002 6300 78664 84964
adjustments — 136 136
additions —10001000
at 31 december 2002 6300 79528 85828
amounts written off 
at 1 january 2002 and 31 december 2002 — 24212 24212
net book value
at 1 january 2002 6300 54452 60752
at 31 december 2002 6300 55316 61616
the principal whollyowned subsidiary undertakings of systems union group plc at 31 december 2002 were as follows
country of incorporationregistration 
systems union holdings limited england and wales 
pegasus group plc england and wales 
red technology services limited england and wales 
the shares in the following whollyowned subsidiary undertakings were held indirectly by systems union group plc at 31 december 2002
country of incorporationregistration 
pegasus software limited england and wales
systems union sa argentina 
systems union pty limited australia 
systems union ltda brazil 
systems union inc canada 
systems union limited england and wales 
systems union sarl france 
systems union gmbh germany 
systems union limited hong kong
systems union limited japan 
systems union mexico sa de cv mexico 
systems union software pte limited singapore 
sunsystems iberica spa spain 
systems union inc usa 
the above companies operated principally in their countries of incorporationregistration
the principal activity of the trading subsidiary undertakings is the development and distribution of financial and business management
software solutions and associated services
36 systems union group plc annual report and accounts 2002
notes to the accounts 12 debtors
group company
restated
2002 2001 2002 2001
£000 £000 £000 £000
trade debtors 13601 14974 — — 
amounts owed by group undertakings — — 6881 10395 
other debtors 1451 1392 24 54 
prepayments and accrued income 2986 2215 3 3 
deferred tax asset note 15a 802 867 — —
18840 19448 6908 10452 
13 creditors amounts falling due within 1 year
group company
2002 2001 2002 2001
£000 £000 £000 £000
trade creditors 4142 6642 49 — 
amounts owed to group undertakings — — 11351 10306 
corporate taxation 341 272 — — 
other tax and social security 1126 1268 22 20
other creditors 1767 3701 33 63 
accruals 5444 5862 551 755 
12820 17745 12006 11144 
14 creditors amounts falling due after more than 1 year
group
2002 2001
£000 £000
other creditors — 826 
systems union group plc annual report and accounts 2002 37 15 provisions for liabilities and charges
a deferred tax asset provided in the accounts comprise
restated
2002 2001
group £000 £000
tax losses carried forward 802 867
b analysis of movement in the year
group
£000
deferred tax provisionasset at 1 january 2002 —
prior year adjustment note 1b 867
as restated at 1 january 2002 867
deferred tax charge for the year note 7a 65
deferred tax provisionasset at 31 december 2002 802
c other provisions
other
taxation provisions total
group £000 £000 £000
at 1 january 2002 1629 575 2204
utilised during year 500 307 807
exchange differences 87 — 87
at 31 december 2002 1042 268 1310
38 systems union group plc annual report and accounts 2002
notes to the accounts 16 financial instruments and risk management
financial instruments
the group’s financial instruments comprise cash and liquid resources and an interest in own shares together with various items such as
trade debtors and trade creditors that arise directly from its operations the main purpose of these financial instruments is to fund the
group’s operations as well as to manage working capital and liquidity
the main risks arising from the group’s financial instruments are liquidity risk foreign currency risk interest rate risk and market price risk
the group monitors these risks through a central treasury management function which invests surplus funds and manages borrowings
liquidity risk
the group finances its operations through a combination of retained profits new equity and intercompany loans the group started
the year with £153 million in cash and liquid resources at 31 december the group’s cash and liquid resources were at £189 million
the group continues to monitor its liquidity position through detailed cash forecasting
foreign currency risk
the group’s principal exposure to foreign currency risk arises on the translation of overseas net assets and profits or losses into sterling
for group accounting purposes the exposure is reviewed periodically to minimise the risk of any exchange movements having a material
impact on operating profit the balance sheet exposure is not significant to the overall consolidated net asset position but the position is
monitored with a view to matching nonsterling assets and borrowings
market price risk
in addition to interest rate and foreign currency risks the group is exposed to market price risk relating to its interest in own shares
the carrying value of this asset is £63 million as at 31 december 2002 the market value was approximately £65 million 2001 £75 million
financial assets
there were no fixed rate deposits at 31 december 2002 or 31 december 2001
surplus cash is invested by group treasury in institutional liquidity funds which achieve above average market rates of returns without
compromising capital protection the funds are readily accessible 
the average interest rate earned during 2002 was 39 per cent 2001 51 per cent other than the interest in own shares note 11
the fair value of the financial assets approximates to their book values
financial liabilities
the group had no financial liabilities as at 31 december 2002 other than trade and other creditors and accruals 
17 share capital
2002 2002 2001 2001
number £000 number £000
authorised
equity ordinary shares of 5p each 200000000 10000 200000000 10000 
allotted called up and fully paid
equity ordinary shares of 5p each 103927689 5196 103430326 5172 
during the year 497363 ordinary shares were issued at an aggregate nominal value of £24868 and at a premium of £55011 as a result
of exercise of share options
systems union group plc annual report and accounts 2002 39 17 share capital continued
share option schemes
at 31 december 2002 the following options over ordinary shares of the company granted to employees were outstanding
systems union group plc employee share option scheme 1999
ordinary options 
date of grant number of shares exercise period exercise price pence
28 february 2000 3987 15 june 2000 – 28 august 2003 3525
27 june 2000 657197 27 june 2003 – 27 june 2010 630
9 october 2000 150000 9 october 2003 – 9 october 2010 550
26 october 2000 3436394 26 october 2003 – 26 october 2010 515
7 november 2000 100000 7 november 2003 – 7 november 2010 530
20 december 2000 572827 20 december 2003 – 20 december 2010 705
3 january 2001 75000 3 january 2004 – 3 january 2011 675
13 february 2001 75000 13 february 2004 – 13 february 2011 855
6 april 2001 1237778 6 april 2004 – 6 april 2011 635
26 june 2001 301692 26 june 2004 – 26 june 2011 625
28 november 2001 693253 28 november 2004 – 28 november 2011 825
18 march 2002 713000 18 march 2005 – 18 march 2012 905
5 december 2002 100000 5 december 2005 – 5 december 2012 700
8116128
super options 
date of grant number of shares options vested exercise price pence
13 december 2000 2000000 1333334 615
18 may 2001 1250000 833334 770
26 june 2001 200000 133334 625
28 november 2001 125000 41667 825
18 march 2002 600000 200000 905
5 december 2002 400000 nil 700
4575000 2541669
options are capable of exercise at the rate of 25 per cent of those 
options that have vested in 6 monthly intervals commencing 3 years 
after the date of grant
pegasus group plc employee sharesave scheme
date of grant number of shares exercise period exercise price pence
1 october 1998 11273 1 november 2003 – 30 april 2004 1040
oneviewnet approvedunapproved share option scheme
date of grant number of shares exercise period exercise price pence
22 september 1999 560000 24 may 2000 – 22 september 2009 610
systems union group limited employee share scheme
date of grant number of shares exercise period exercise price pence
7 may 1999 204700 3 may 2000 – 7 may 2009 1080
1 april 2000 153593 3 may 2000 – 1 april 2010 1080
358293
total of options outstanding to employees 
and exemployees including directors 13620694
40 systems union group plc annual report and accounts 2002
notes to the accounts 18 share premium and reserves
share premium merger warrant profit  loss 
account reserve reserve account
group £000 £000 £000 £000
at 1 january 2002 as previously reported 35963 54118 1476 20386
prior year adjustment – note 1b — — — 867
at 1 january 2002 as restated 35963 54118 1476 19519
profit for the financial year — — — 3933
premium on share issues 55———
transfers —3536—3536
other movements — — 136 —
capital reduction 26540 — — 26540
exchange adjustments — — — 162
at 31 december 2002 9478 50582 1340 14328
share premium merger warrant profit  loss 
account reserve reserve account
company £000 £000 £000 £000
at 1 january 2002 35963 57662 1476 26360
retained profit for the year — — — 128
premium on share issues 55———
capital reduction 26540 — — 26540
other movements — — 136 —
at 31 december 2002 9478 57662 1340 308
on 16 october 2002 following approval by shareholders of a special resolution the high court confirmed that the share premium could
be reduced by £26540198 this has been reflected as a transfer to the profit  loss account
19 commitments
a the group and company have no contracted capital commitments at 31 december 2002
b annual commitments under noncancellable operating leases are as follows
2002 2001
land and land and 
buildings other buildings other
group £000 £000 £000 £000
operating leases which expire
within 1 year 287 663 546 451 
in the 2nd to 5th years inclusive 1160 947 980 1229 
after 5 years 1974 2 2111 14 
3421 1612 3637 1694 
2002 2001
land and land and 
buildings other buildings other
company £000 £000 £000 £000
operating leases which expire
within 1 year —— — 29 
in the 2nd to 5th years inclusive —60 — 9 
—60 — 38 
systems union group plc annual report and accounts 2002 41 20 movement in working capital
2002 2001
£000 £000
decrease in debtors 1209 556 
decrease in creditors 6260 4199 
increase in deferred income 2397 2622 
decrease in provisions 919 727
movement in working capital 3573 1748 
21 analysis of cash flows
2002 2001
£000 £000
returns on investment and servicing of finance
interest received 556 510 
interest paid — 81 
net cash inflow from returns on investment and servicing of finance 556 429
financing
issue of ordinary share capital 79 81 
repayment of bank loans — 5300 
net cash inflowoutflow from financing 79 5219
22 analysis of changes in net cash
£000
at 1 january 2002 15293
net cash movement 3645
exchange differences 64
at 31 december 2002 18874
23 pension scheme
the group operates a number of defined contribution pension schemes the pension cost charge for the year represents contributions
payable by the group to the schemes and amounted to £915640 2001 £1186000
contributions amounting to £91337 2001 £99000 were payable to the schemes at 31 december and are included in creditors
42 systems union group plc annual report and accounts 2002
notes to the accounts notice is hereby given that the annual general meeting of systems union group plc ‘the company’ will be held at the registered
office of the company at systems union house 1 lakeside road aerospace centre farnborough hampshire gu14 6xp on 30 april 2003
at 1230pm to transact the following business
ordinary business
1 to receive and consider the report of the directors and audited accounts of the company for the year ended 31 december 2002
together with the auditor’s report
2 to reelect antony charles samuel sweet who has been appointed since the last annual general meeting and who retires pursuant
to article 871 of the company’s articles of association and who being eligible offers himself for reelection as a director
3 to reelect john leyland pemberton who retires by rotation pursuant to article 921 of the company’s articles of association and who
being eligible offers himself for reelection as a director
4 to reappoint kpmg audit plc as auditor and to authorise the directors to fix their remuneration
special business
to consider and if thought fit to pass the following resolution numbered 5 as an ordinary resolution
5 that the directors be and they are hereby authorised in substitution for any other authority previously conferred upon them generally
and unconditionally pursuant to section 80 of the companies act 1985 ‘the act’ to exercise all the powers of the company to allot
relevant securities as defined in section 802 of the act up to an aggregate nominal amount of £1732128 being 333 per cent
of the total nominal value of the shares in issue at the date of this notice provided that
i this authority shall expire fifteen months from the date of this resolution or at the annual general meeting of the company
to be held in 2004 if earlier unless previously revoked or varied by the company in general meeting or
ii the company may before such expiry make an offer agreement or arrangement which would or might require relevant securities
to be allotted after such expiry and the directors may allot relevant securities pursuant to any such offer agreement or other
arrangement as if the authority hereby conferred had not expired
to consider and if thought fit to pass the following resolutions numbered 6 and 7 as special resolutions
6 that subject to the passing of ordinary resolution number 5 above the directors be and are hereby empowered pursuant to section
951 of the act and in substitution for all existing powers to allot equity securities as defined in section 94 of the act pursuant to
the authority conferred by ordinary resolution number 5 above as if section 891 of the act did not apply to any such allotment
provided that
i the allotment of equity securities in connection with any offer whether by way of rights open offer or otherwise as securities
open for acceptance for a period fixed by the directors to the holders of ordinary shares and such other equity securities of the
company as the directors may determine on the register on a fixed record date in proportion as nearly as may be to their
respective holdings of such securities or in accordance with the rights attached thereto subject to such exclusions or other
arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise
or with legal or practical problems under the laws or the requirement of any recognised regulatory body or any stock exchange
in any territory or 
ii any other allotment of equity securities up to an aggregate nominal value of £259819 being 5 per cent of the total nominal
value of the company’s shares in issue as at the date of this notice
notice of annual general meeting
systems union group plc annual report and accounts 2002 43 7 that the company be and is hereby generally and unconditionally authorised to make one or more market purchases within the
meaning of section 163 of the act on the london stock exchange of ordinary shares of 5p each in the capital of the company
provided that
i the maximum number of ordinary shares which are authorised to be purchased shall be 10400000 representing approximately
10 per cent of the company’s issued ordinary share capital
ii the minimum price which may be paid for such shares is 5p per share exclusive of expenses
iii the maximum price exclusive of expenses which may be paid for an ordinary share shall not be more than 5 per cent above
the average of such share’s middle market quotation as derived from the alternative investment market of the london stock
exchange aim for the five business days immediately preceding the day on which the contract is entered into being days
on which aim is open for the transaction of business
the authority hereby conferred shall expire at the conclusion of the annual general meeting of the company to be held in 2004 or if earlier
15 months after the date of passing of this resolution unless such authority is renewed varied or revoked prior to such time and the
company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares
pursuant to any such contract
by order of the board
p g larking
secretary
24 march 2003
notes
1 a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and on a poll vote instead of himher
a proxy need not be a member of the company
2 a form of proxy is enclosed the appointment of a proxy will not prevent a shareholder from subsequently attending and voting
at the meeting in person
3 to be effective the instrument appointing a proxy and the power of attorney or other authority if any under which it is signed
or a copy of such authority certified notarially or in some other way approved by the board shall be deposited at the offices of the
company’s registrars capita registrars proxy department the registry 34 beckenham road beckenham kent br3 4tu not less
than 48 hours before the time of the holding of the meeting 
4 copies of all contracts of service under which directors are employed by the company or any of its subsidiaries are available for inspection
at the company’s registered office during business hours on any weekday saturdays and public holidays excluded from the date
of this notice until the conclusion of the annual general meeting and will also be available for inspection at the place of the meeting
from 15 minutes before it is held until its conclusion
44 systems union group plc annual report and accounts 2002
notice of annual general meeting
registered office
systems union house
1 lakeside road
aerospace centre
farnborough
hampshire gu14 6xp t he d esign p ortfolio
a member of the flathill communications group plc
wwwflathillplccom
designed  produced by systems union group plc
systems union house
1 lakeside road
aerospace centre
farnborough
hampshire gu14 6xp
united kingdom
t 44 01252 556000
investor website wwwsystemsunioncom
sug anr 003
systems union group plc annual report and accounts 2002
systems union group plc annual report and accounts 2002


Summary:
 systems union group plc is a leading global it company quoted
on the alternative investment market aim of the london stock
exchange in december 2002 the company was the 18th largest
on aim ranked by market capitalisation
➁ by revenue we are one of the top 25 software houses in europe
and the 8th largest in the uk
➂ operating globally we work with
numerous wellknown organisations ensuring they achieve their
business objectives we provide a range of services from realtime
financial management software for companies large and small
to websystems to improve internal efficiency
the company has a very clear realistic and achievable agenda and
is committed to strategic growth we have the financial resources
global infrastructure and management team to meet these objectives
➀ on a fully diluted basis – adjusted to exclude amortisation of goodwill and profit on disposal of properties in 2001
➁ source shares magazine 12 december 2002
➂ source the european software top 50 infoconomist september 2002 which lists organisations that generate “more than
50 per cent of their revenue from licence sales and directlyrelated services”
corporate
statement
■ earnings per share
➀➀ up 87 per cent
■ ebitda up 68 per cent
■ profit before tax up 97 per cent
■ ebitda margin up 77 per cent
■ cash and investments of £25m
financial 
highlights
systems union group plc annual report and accounts 2002 01