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Northgate Information Solutions LimitedSummary Annual Report and Accounts 2012/2013

Northgate Information Solutions Limited Peoplebuilding 2 Peoplebuilding Estate Maylands Avenue Hemel Hempstead HP2 4NW

01442 232424

www.northgate-is.com

Public and private organisations need to partner with service providers who offer the right combination of industry knowledge, technical expertise and fl exible services. This combination is required to evolve their business processes and, ultimately, provide better services while transformingtheir operations for greater effi ciency and effectiveness.

Northgate Information Solutions is a leader in helping clients transform business-critical operations to deliver more effi cient and effective people-critical services.

Through our two business divisions — NGA Human Resources and Northgate Public Services (NPS) — we provide software solutions and technology services for human resources management and for organisations across the public sector.

DirectorsAdel Al-Saleh Group Chief ExecutiveBrian Carroll ChairmanWilliam L. Cornog Non-Executive DirectorJohn R. Stier Group Finance DirectorEdouard Pillot Non-Executive Director

Special Adviser to the BoardSir Roger Carr

Registered Offi cePeoplebuilding 2Peoplebuilding EstateMaylands AvenueHemel HempsteadHP2 4NW

Registered Number6442582

AuditorsKPMG Audit Plc15 Canada SquareLondon E14 5GL

BankersBarclays Bank Plc28 George StreetLuton LU1 2AE

Directors and Advisers

__01Northgate Information Solutions Limited

Advanced Technology Platforms and Applications

Deep Market Experience and Insight

Flexible Service Delivery Options

What sets our businesses apart is The Northgate Advantage — the critical combination of deep market experience and insight, advanced technology platforms and applications, and unparalleled, fl exible service delivery. By combining these three capabilities we help set the benchmark for services that enable organisations to improve processes and reduce costs.

While NGA Human Resources and Northgate Public Services apply their market experience, technical expertise and service delivery capabilities in unique ways, both are focused on one goal: improving critical processes and creating business effi ciencies while at the same time improving the services delivered to their clients.

The Northgate Advantage

02__Summary Annual Report and Accounts 2012/2013

Our many years of experience with HR systems and processes benefi t our clients in different ways. Globally, we understand the business of HR and the role it plays within an organisation. It is this understanding, combined with our technology expertise and superior service delivery, that ensures we deliver the greatest impact for our clients.

At the same time, our local presence around the world ensures that our clients and their employees are served by people who not only know what it means to live and work in a region, but who have deep knowledge of local laws and compliance requirements. Our knowledge and experience span more than 100 countries, thereby allowing us to develop solutions which are unmatched by even our largest competitors.

Global experience and best practices combined with local knowledge and service delivery — and the fl exibility to capitalise on both — is how NGA’s experience and insight make a measurable difference for our clients.

“We demonstrate to clients how global best practices can help solve their toughest business challenges, while at the same time giving them the fl exibility to maintain existing processes — those that best suit their business and culture.”

Deep Market Experience and InsightNGA Human Resources

Anita Lettink Vice President, Northern EuropeNGA Human Resources

Northgate Information Solutions Limited __03

Percentage of more than 1,100 respondents in NGA’s bi-yearly HR survey who believe that, over the next three years, securing the right people at the right place and time will be critical in delivering their organisation’s vision.

Percentage of Eurozone employees holding the lowest expectations for pay raises across NGA’s 2012 Global Pay Optimism Index study. With pay raises still diffi cult for companies to deliver, business leaders need to fi nd other ways to make their employees feel valued. For example, after pay, relatively low-cost initiatives such as fl exible work schedules are hugely valued by employees.

The Know-How to Turn Three Teams into OneNGA recently signed a seven year contract with Selex ES, AugustaWestland and Finmeccanica, to integrate its Human Resources Payroll solutions, which is expected to save the Group signifi cantly in administration and professional time.

An international leader in electronic and information technologies for defence systems, aerospace, data, infrastructures, land security and protection, and sustainable “smart” solutions, Finmeccanica and its companies employ nearly 8,000 people.

Working on extremely short timelines, all three companies wanted to consolidate services for HRO and payroll on a single platform. While the Group had previously used a variety of HR systems, NGA was able to present those options that accommodated the existing delivery models and worked with the Group to create a solution with the fl exibility and scalability to evolve with its business. NGA is migrating the Group’s current services to our fully integrated HR and payroll solution, ResourceLink Aurora, which will be managed from our Birmingham Centre of Excellence.

A Universal Solution to Empower EmployeesNBCUniversal is a global media company with geographically dispersed team members across the US, UK, Europe, Asia and Latin America. Employing approximately 25,000 employees, the company’s HR technology landscape is centred across a diverse portfolio of SAP, euHReka and third party systems. NBCUniversal leverages the complete functionality of SAP HCM and delivers the employee experience for all HR processes via NGA’s euHReka solution.

NBCUniversal’s extensive range of HR technologies is clearly aligned to the long term NBCU business strategy and matches the company’s direction for a unifi ed, simplifi ed and scalable user experience maintaining lowest TCO.

With the help of NGA, NBCUniversal has embarked on a journey to further expand business functionality, optimise key HR processes and further enhance the overall HR technology landscape in view of the company’s global focus. NBCUniversal is also assessing the options for mobile access to HR business solutions for key users.

The response from employees and managers has been overwhelmingly positive, resulting in signifi cant improvements in day to day HR operations and transactions. Going forward, NBCUniversal plans on further improving its HR technology landscape by enhancing the user experience and upgrading systems performance. NBCUniversal will also be assessing harmonisation options with its parent company Comcast, to ensure systems alignment and reuse of systems, applications and processes for increased effi ciency and effectiveness.

“It’s rewarding when clients appreciate the quality and consistency of our global capabilities, and then experience the same value in our local services. That’s when they ask, ‘What’s next? What more can you do for us?’ — then we know we’re doing something right.”

88%

Keith Strodtman President, North America RegionNGA Human Resources

54.5%


Deep Market Experience and InsightNorthgate Public Services

Northgate Public Services’ (NPS) expertise and insight into public sector processes has been developed through decades of close working relationships with public authorities in the UK, Australia, New Zealand and North America. In the UK specifi cally, we work with every local authority and every police force, and our systems are used in every public hospital.

Our effectiveness in the public sector is a result of staying continually abreast of changes in public authority regulations and compliance requirements at the local level. With that knowledge, we then work closely with our clients to design and deploy the most effective solutions for each authority, in each locality.

Measuring Performance to Protect Public SafetyThe National Joint Registry (NJR), delivered by Northgate since 2006 on behalf of Healthcare Quality Improvement Partnership (HQIP), is the biggest registry of its kind in the world.

To date, the NJR has collected information on more than 1.2 million procedures, providing an invaluable resource on the safety, effectiveness and performance of implant joints.

As a result of the register, the government’s Medicines and Healthcare products Regulatory Agency has withdrawn certain types of hip replacement devices, while other products have been voluntarily withdrawn from the UK market. Each hospital can be immediately contacted to alert clinicians and patients in order to take remedial action where required — a process that was not possible previously, but can now be achieved within 48 hours. “With our experience

in welfare reform issues such as council tax, housing benefi ts and social fund, we are called to consult with legislators who must determine paths for improvement, as well as the authorities charged with implementing these changes. It’s rewarding to play such a central role in helping to defi ne and deliver these critical services.”

Nigel BlairHead of Product Management and InnovationNorthgate Public Services

Value of those tax bills

Number of council tax bills generated

Number of joint replacement procedures registered by Northgate

1.2m

13m

£16bn


Understanding How to Drive Change for Welfare ReformThe UK government’s welfare reform programme has called for major changes in the administration of welfare services. Changes have been mandated for rapid implementation, posing challenges for authorities to create and deploy new processes by the service delivery deadlines.

NPS initially secured nine managed service contracts with local authorities supporting in the delivery of the Local Welfare Provision (in England) and the Scottish Welfare Fund. We successfully delivered entirely new solutions, on time, by staying close to the changing regulations; communicating even more closely with the authorities working to implement the changes; and applying our best-practice experience and proven software solutions. We tailored our own solutions and combined them with new service delivery partnerships, to deliver a fully managed service (Business Process as a Service, or BPaaS) to English and Scottish authorities.

NPS has also contracted an additional 55 clients for their SaaS (Software as a Service) offering. This provides a full system for assessing and managing claims as well as enabling local authorities to provide a public website for citizens to check their eligibility and make applications.

Replicating Success Across GeographiesLeveraging the same core technologies and knowledge of welfare reform, NPS has also been awarded a contract by the Welsh Government to deliver the Welsh Discretionary Assistance Fund (DAF) for two years from April 2013.

The Welsh DAF is entirely grant-based and addresses the wider needs of applicants, in particular those who are vulnerable and fi nancially excluded. NPS administers the programme nationally on behalf of the government, in partnership with Family Fund Trading Ltd. and Wrexham County Borough Council, ensuring it is accessible to anyone wishing to apply.

“I am very proud of how we supported the UK welfare reform initiatives. We quickly combined our solutions with new provider partnerships to deliver critical, fully managed services to those in our society who need our help most.”Sue HollowayDirector, Services StrategyNorthgate Public Services


Advanced Technology Platforms and ApplicationsNGA Human Resources

NGA has a long history of delivering market-leading technology for HR process support. Today, the company provides clients with the fl exibility to deploy NGA’s fl agship platforms, such as euHReka, Preceda and ResourceLink Aurora, or to use other leading technology solutions such as those from SAP, SuccessFactors, Oracle and Workday.

Whichever platforms the clients prefer, and regardless of whether they want to run their programme on premise, in the cloud, or through an outsourced solution, NGA stands alone in its ability to plan, deploy and provide fully managed services delivered locally, around the world.

Number of leading HR technology platforms on which NGA can deploy, manage and provide comprehensive HR services, including Workday, SAP, Oracle Fusion, PeopleSoft, SuccessFactors, euHReka, Preceda and ResourceLink.

Number of new client wins in the fi rst year for Moorepayhr, a cloud-based HR and payroll solution from NGA’s Moorepay division. The solution closes the gap for small and medium businesses (with 5 to 1,000 employees) that want the same HR functionality and self-service access afforded larger organisations.

8 of 81,000

“We integrate our own technology with that of other HR platforms, on premise or in the cloud, which we then operate locally — all around the world. No one else can deliver this combination of global HR process know-how and deep technical capabilities to enable integrated HR solutions.”

Johan BosschaertsSenior Vice President, Products and Offerings DevelopmentNGA Human Resources


“An Australian client with 100,000+ employees told me that they have used our technology to run weekly payroll for more than 20 years, and they’ve nevermissed a pay date. That tells me why clients place their trust in NGA.”

Migrating to a Better Connected SolutionPrysmian Group is a world leader in the energy and telecom cables and systems industry. The company’s strong growth and acquisition of one of its main competitors (the Dutch company Draka) led to a new HR challenge: Systems migration, automation and global support — all of which had to be based on fi rst-class technology.

It sought the expertise of an HR services provider that could not only manage the data migration and replication but, at the same time, advise on elements like automation, usage on mobile platforms and HR services delivery that are best in class, generating additional effi ciencies and cost savings.

The solution involved Prysmian migrating SAP payroll and HR data while adding NGA employee and manager self-service functionality (ESS and MSS) on top of the existing system to automate time-consuming processes. The new system supports use on mobile devices, which makes data even easier for managers to access.

As a result, Prysmian reduced its payroll costs and HR services system by approximately 20%, resulting in the company’s future fl exibility, allowing for the expansion of NGA’s technology and services globally, including multicountry HR services.

Sam XydiasVice President, Product EngineeringNGA Human Resources


Advanced Technology Platforms and ApplicationsNorthgate Public Services

“I see our impact when I’m told by a client, ‘it took us 15 years to build a system to meet our needs. You did it in a matter of months.’”Sharon JacksonInternational Sector Manager, HousingNorthgate Public Services

NPS’ advanced technology solutions for the public sector are increasingly being used by providers around the world.

What makes our technology applications different are our deeply specialised solutions, developed to address local public service issues and challenges. We are more frequently offering our applications through the cloud, providing our clients with a more standardised and cost-effective means of delivering world-class solutions without the higher costs and risks of traditional systems. Our collaborative policing and social housing management solutions are a great example of this.


Improving Services for Housing TenantsNPS completed the latest stage of its transformation partnership with Housing New Zealand Corporation in August 2012, bringing signifi cant service improvements to the corporation’s 200,000 tenants.

Its Kotahi system is powered by Northgate’s specialised housing solution, allowing staff to accurately assess and match the tenant’s needs with the housing stock available, taking into account factors such as the number of bedrooms, proximity to schools and availability of disabled access.

The result has been shorter vacancy periods for properties as well as improved outcomes for tenants and a more consistent and transparent national process for housing allocation. A single view of the clients and properties is new for the users, and is helping them to give tenants a better service and taxpayers a better return on investment in housing.

Technology That Puts Our Clients’ Customers FirstCityHousing Hamilton, a public housing provider in Ontario, Canada, began using NPS’ advanced property management solution — its fi rst software implementation of this magnitude — in September 2012. NPS technology has helped to streamline back-offi ce processes and put customers at the centre of service delivery strategy.

CityHousing Hamilton can now conduct a more cohesive analysis of the changing needs of its tenants, staff and assets. It has enabled optimisation of contracted services and improved cost recovery for billable services.

With the enhanced record keeping within the NPS software, workfl ows have been improved and lifecycle and recidivism of tenancies in housing tracked. Fingertip access to accurate reporting allows for improved property management and tracking of key performance indicators.

Athena Supports “Law and Justice” Across the UKAthena is reshaping police collaboration, bringing local UK forces together to connect information, align processes and share costs. Athena is the largest ever collaborative police ICT project outside of a national programme.

Athena forces will manage and share information in four key areas: intelligence, investigation management (including crime, public protection and antisocial behaviour), managing defendants in custody and all types of case fi le preparation for court. As well as sharing information more easily across force boundaries, Athena will enable police forces to signifi cantly streamline the way which data is recorded within the force.

Currently, information on suspects, defendants, witnesses and missing people is often stored in different databases, all of which have to be updated separately. The fi nancial savings and improved effi ciencies that will result from using one shared ICT system are hugely important.

The percentage of the UK’s social housing stock supported by Northgate solutions

35%3mThe number of properties we support worldwide, through more than 100 housing providers

“This goes far beyond a new computer system it will enable the corporation to give tenants better service and taxpayers a better return on our $15 billion housing investment.”The Honourable Phil HeatleyFormer New Zealand Housing Minister


Flexible Service Delivery OptionsNGA Human Resources

What sets NGA apart from all other HR service providers is not only its unique ability to deliver HR services globally, but to do so with local-market service delivery in more than 100 countries around the world.

NGA has three Premium Service Centres which do the “heavy lifting” involved in global data collection, processing and management. Our nine Strategic Delivery Centres in key locations around the world coordinate global and regional services, and 19 Local Support Offi ces provide local-market consulting, compliance training and service delivery.

This global consistency and effi ciency, combined with in-depth local knowledge and service delivery, is unique among global HR and payroll services fi rms. Additionally, we are able to give clients a single point of contact for a global relationship — streamlining everything from managing business agreements to addressing service needs anywhere around the world.

MK Dons Score with MoorepayMoorepay, NGA’s division for small and medium businesses, was founded in 1966 and is one of the UK’s leading providers of outsourced payroll and HR solutions, supporting more than 10,000 clients and processing more than one million payslips each month. In the past year, 1,000 clients signed up for Moorepay’s innovative cloud-based HR offering, including Milton Keynes Dons Football Club (MK Dons).

Based in Buckinghamshire, England, MK Dons has more than 600 employees and, until recently, had been working with a manual payroll system.

Working together with MK Dons, Moorepay developed a cloud-based solution, giving its employees access to the information, as and when it is required, while at the same time allowing them to focus on those activities that add value to the business.

Countries in which we deliver services through our local centres

Number of Strategic Delivery Centres that manage and coordinate local-market HR and payroll services

Number of Local Support Offi ces around the world, through which we offer unmatched levels of local-market knowledge and service delivery

9

19100+

“NGA offers the highest level of global HR capabilities, combined with experts in local-market payroll and regulatory issues. We continually refresh this local knowledge to provide the latest training and support for our clients.”

Monica LuzonVice President, Global Operations, Delivery CentreNGA Human Resources


“Our clients often struggle with the question of whether to enjoy the benefi ts of local HR service delivery, or to opt for the effi ciency of a global capability. With us, there’s no need to choose — we can give them both.” Jodi Hayes-RothVice President, Service Delivery OperationsNGA Human Resources

Improving HR Health with a Global RemedyHospira, Inc. is the world’s leading provider of injectable drugs and infusion technologies, and offers one of the broadest portfolios of generic acute-care and oncology injectables, as well as integrated infusion therapy and medication management solutions. Headquartered north of Chicago in Lake Forest, Illinois, Hospira has approximately 16,000 employees worldwide and generated approximately $4.1 billion in net sales in 2012.

Hospira has been an NGA client since 2004 with a scope of work that includes comprehensive payroll, benefi ts administration, ESS/MSS and applications maintenance of its SAP system. In February 2013, it expanded the partnership to include deployment of NGA’s global euHReka system for core HR, with employee and manager self-service as well as call-center support, and it is currently implementing the solution for all 16,000 Hospira employees in 41 countries globally.

By deploying euHReka globally, Hospira will have a single HR system of record that will provide consistent data on all employees and contractors worldwide. The company will be able to run HR reports at the global level, by region, and individual country, and because NGA will host the system, Hospira can reduce its support and resource costs.

of Fortune 500 companies are clients of NGA.

20%


Flexible Service Delivery OptionsNorthgate Public Services

NPS has a long track record of outstanding service delivery for clients, based on a deep understanding of the complex, evolving and often challenging issues which surround the delivery of services to the public. Much of our recent success has been based on expanding into areas where our technology can underpin signifi cant performance improvement in service delivery.

Delivering Services in the First Hours of LifeOne of the most dramatic examples of critical service delivery is NPS’ hearing screening service for newborn babies across the Republic of Ireland, on behalf of Irish Health Service Executive (HSE).

The service, which was piloted at Cork University Maternity Hospital in Ireland before being rolled out nationally, delivers hearing tests for babies by trained NPS hearing screeners. The tests are carried out hours after birth, usually at the mother’s bedside. Babies who do not have a clear response in one or both ears after the initial test will be seen for a full assessment shortly after they are discharged from the hospital.

With our on-line screening information solution, we have been able to quickly and effectively introduce newborn hearing screening to Ireland and help to improve the lives of infants through early intervention. Through the service, the average time to detect, diagnose and intervene for hearing-impaired children has been reduced from 36 months to less than three months. This can have a dramatic impact in helping children surmount their initial challenges and develop at the same rate as their peers.

“We’ve come a long way in 10 years, from being an ICT organisation to now leveraging our knowledge and technology to provide services like infant screening in Ireland and elsewhere. It’s truly remarkable and incredibly rewarding.”Alan CampbellHead of Screening ServicesNorthgate Public Services


Achieving Better Quality of LifeThe transformation of Adults Social Services in the UK is at a critical point. The need to support an aging population in the face of diminishing budgets presents a diffi cult challenge to local authorities. The requirement is for a model of care that helps people to live better and longer lives whilst maintaining their independence.

NPS believes that delaying long-term dependent care through business intelligence and interventions is vital for the future of adult social care. In support of this, we recognise the signifi cance of personalisation, prevention, re-ablement and multi-agency cooperation across health and social care.

We provide a fl exible suite of solutions to support these priorities. For example, the NPS Personalisation solution has been designed to be highly confi gurable in order to meet the varying needs of our client base and to accommodate future change. The assessment, support planning, resource allocation and risk management methodologies that drive our multi-channel solution are all within the control of the local authority, allowing a streamlined, joined-up multi-agency approach at a reduced cost of ownership.

“What impresses me about working for Northgate is the company’s willingness to develop new capabilities that can make a difference in people’s lives. That’s a fantastic thing to be able to do.”Alan CampbellHead of Screening ServicesNorthgate Public Services

Number of newborns screened in Ireland in 2012

74,000


Financial Highlights

To clarify for the reader of the accounts, we have adjusted the continuing operating profit and EBITDA* for continuing operations for years ending 30 April 2012 and 30 April 2013, to account for one-off items, property provisions and amortisation of acquired intangibles.

Total Continuing Discontinued Continuing Discontinued change operations operations Total operations operations Total (% yty)

Revenue £691.9m £110.1m £802.0m £709.4m £141.6m £851.0m (6)%

Adjusted operating profi t before signifi cant restructuring, one-off items, property provisions, amortisation of intangibles, depreciation and impairment of fi xed assets (EBITDA) £140.4m £14.0m £154.4m £130.6m £14.6m £145.2m 6%

Adjusted operating profi t before signifi cant restructuring, one-off items, property provisions, amortisation of acquired intangibles and impairment of fi xed assets £107.5m £8.4m £115.9m £94.4m £6.7m £101.1m 15%

Signifi cant restructuring, one-off items and property provisions £(53.6)m £(1.8)m £(55.4)m £(41.9)m £(1.8)m £(43.7)m (27)%

Impairment of intangible fi xed assets £(7.3)m — £(7.3)m — — — (100)%

Impairment of tangible fi xed assets £(1.2)m — £(1.2)m — — — (100)%

Profi t on sale of pensions business — — — £5.0m — £5.0m (100)%

Loss on sale of managed services business — £(37. 5)m £(37.5)m — — — (100)%

Amortisation of acquired intangibles £(52.6)m £(0.3)m £(52.9)m £(56.1)m £(1.7)m £(57.8)m 8%

Group operating (loss)/profi t £(7.2)m £(31.2)m £(38.4)m £1.4m £3.2m £4.6m (934)%

Group

Continuing Activities

Continuing and Discontinuing Activities

NGA Human Resources (NGA)

Northgate Public Services (NPS)

Revenue (£m)

Revenue (£m)

Operating Cash Flow (£m)

*EBITDA (£m)

*EBITDA (£m)

*EBITDA (£m)

Order Book (£m)

Revenue (£m)

2013

2012

2011

802.0

851.0

816.2

2013

2012

2011

74.1

96.6

84.2

2013

2012

2011

523.0

549.8

514.9

2013

2012

2011

168.9

159.6

170.4

2013

2012

2011

154.4

145.2

127.5

2013

2012

2011

1,402.0

1,597.0

1,584.5

2013

2012

2011

104.4

98.2

80.2

2013

2012

2011

39.3

37.3

36.5

2013 2012


Group Chief Executive’s Review

Transforming Ourselves and Our Clients

To Our Stakeholders: It’s been a productive year for the Northgate companies. We’ve delivered a solid performance while transforming our businesses in several ways — not only refi ning our strategy but sharpening our ability to execute more powerfully, and in more markets, around the world. We have truly become a global, technology-based services company, delivering business-critical organisational change to drive people-critical results. At the same time, we translated our strategy into several key programmes and initiatives that allowed our teams to play a more active role in support of our strategy.

Programme eNergISe is the overarching programme for all these initiatives across the business, which focuses the whole organisation on ways to drive innovation, accelerate growth, improve operational excellence and, most importantly, get our employees energised and excited about the future of our company.

In terms of our business mix, while our Northgate Managed Services (NMS) division was operating strongly, it was not scaled to support our strategy for delivering integrated, global value and growth. As a result, we sold NMS to Capita in February 2013. We then moved forward better able to align our capital and resources behind our two strategic businesses in human resources and public sector services.

As we continued to execute against our strategy, we also restructured the NGA division, streamlining management and evolving the Go To Market model, while continuing to scale our delivery capabilities and changing the name of the unit from NorthgateArinso to NGA Human Resources. While the new name maintains a connection to the Group’s heritage, it does two important things for us moving forward: It capitalises on the NGA acronym which is widely used by customers, and it provides a clearer understanding of our role in HR,

which is particularly important as we accelerate our growth and leadership in markets around the world.

The end result of all of this has been solid fi nancial performance and signifi cant progress in meeting our strategic agenda.

Overall PerformanceAs a group we delivered 7.5% adjusted EBITDA growth on continuing operations year-on-year — 1.9 points of margin improvement on a 2.5% revenue decline (excluding Managed Services).

Northgate Public Services (NPS) delivered a solid 5.8% year-on-year revenue growth, demonstrating our success in driving our growth agenda in Policing, Local Government Solutions, Business Process Outsourcing and Healthcare.

NGA Human Resources’ revenue performance of -4.9% was infl uenced by our deliberate strategy to transform NGA’s consulting and systems integration business from a country-based model to a global practice. Revenue growth was also impacted by the change in how clients purchase our software solutions — moving from licence fees to SaaS and BPaaS models.

Across both divisions, our operations and delivery teams continued to drive impressive productivity improvement, achieving outstanding profi ts — which led to continuous margin improvement in the year, delivering 1.9 points of margin improvement from continuing activities year-on-year.

Performance Across Our Divisions

Northgate Public Services (NPS)The NPS business division delivered a strong performance in the year, with overall revenue growth of 5.8% and 5.3% EBITDA growth.

Under Dave Meaden’s leadership, an emphasis on innovation and on expanding our replicable solutions across international markets has helped fuel our growth, and the team has solidifi ed our leading positions in the Government, Housing, Police and Healthcare markets.

Growth drivers included the repurposing of our core technology platforms and applications to support multiple new projects in local government, such as welfare reform initiatives in the UK and Scotland.

International housing solutions continued to make strides in the UK, Australia and New Zealand, including Housing New Zealand Corporation. In Canada, we are the market leader in public housing applications, including CityHousing Hamilton.

The Athena programme in policing (Police ERP) continued to gain momentum, with increased collaboration with the police forces to provide case management ERP solutions. We now have seven forces in the programme, with an increasing interest from several dozen forces to join the programme.

Adel Al-SalehGroup Chief Executive


Group Chief Executive’s Review (cont’d)

Business Process Outsourcing wins were also key contributors to NPS’ growth, including contracts with the Welsh Government, Information Commissioner’s Offi ce and Cambridge City Council.

Our innovation has also led to the delivery of such people-critical services as the Healthcare Quality Improvement Programme (HQIP), Northgate’s Screening Management and Reporting Tool (SmaRT), and Newborn Hearing outsourcing services which are expanding throughout Europe.

NGA Human ResourcesNGA Human Resources had a more challenging year. Whilst overall EBITDA growth was 6.3%, the business declined in revenue to £523.0 million, mainly driven by two factors:

1. Deliberate transformation of our consulting and systems integration business from a country-based practice to a global practice — becoming “tip of the arrow” for our annuity business.

2. Change in how our clients buy and implement software solutions, from a licence-based model to SaaS and BPaaS models.

Through these changes, NGA continued to evolve its business model to a technology-based global service provider. Becoming a leader in global HR services — with truly local-market knowledge and delivery capabilities — makes NGA unique in the industry.

As the business evolves, we see payroll and workforce administration as central to our growth in global customer relationships. Uniquely, NGA can fl exibly deploy a combination of our own BPaaS platforms (euHReka, Preceda and ResourceLink), as well as support our partners’ platforms. In the year, NGA Human Resources continued to develop and grow key strategic partnerships and integrated solutions with Oracle, SAP, SuccessFactors and Workday.

As a result of this transformation, our outlook is promising. NGA delivered £627m in contract signings during the year, 36% year-to-year growth. We secured several key renewals in the year and won signifi cant new clients, including Aer Lingus, Pirelli, Whole Foods, Swarowski, DSM and Orica.

The investment in NGA’s sales engine and the launch of our new Go To Market model helped grow NGA’s order book well in excess of £1bn. As we boosted our presence in Asia with the opening of an offi ce in Japan and the expansion of our Chinese operations, the global HR operations and delivery teams delivered impressive revenue and profi t growth.

NGA Human Resources is evolving, and I am confi dent we are on the right track to get back to top-line growth by end of FY14.

FY13/14 OutlookOur plans for this coming year include a focus on continued customer satisfaction and quality improvements, creating platforms for sustainable growth, driving operational effi ciencies and investing in the development of our 11,000 employees around the world.

From a broader perspective, I am often asked, “Why do we win in the marketplace?” People want to know what makes Northgate different. The answer is what we describe as The Northgate Advantage, which helps us to set our business apart from competitors.

The message is that Northgate companies are leaders in combining all the key requirements for true business transformation — deep industry knowledge, the ability to leverage and integrate diverse technologies, and integrated global delivery capabilities complemented by local knowledge and service expertise. Combining these capabilities is what sets a new industry benchmark for services that can improve business processes and reduce costs. This is the Northgate Advantage.

Along with this fundamental message, we have refreshed our visual identity to enhance our communications to all our stakeholders — across NIS, NGA and NPS. Our new look is clean, modern and refi ned, with updated use of colour, photography, graphics and typography. This will help to distinguish our communications, as we continue to demonstrate our value and uniqueness in the marketplace.

In closing, I would like to take the opportunity to thank all of our clients for their continued loyalty and trust in our ability to deliver. I would also like to thank our most critical asset, each and every one of our employees, for their continued dedication and commitment to ensure the client remains at the centre of everything we do.

Adel Al-SalehGroup Chief Executive29 August 2013

“Northgate companies are leaders in combining all the key requirements for true business transformation — deep industry knowledge, the ability to leverage and integrate diverse technologies, and integrated global delivery capabilities complemented by local knowledge.”


Capitalising on Our Advantage During FY13, we continued to evolve and enhance our capabilities with the focus on sharpening and delivering on the NGA Advantage in the marketplace.

We have addressed a number of components of our business model, transforming our HR consulting practice, refocusing our Go To Market efforts, streamlining our service delivery network, and driving customer centricity and satisfaction as enterprise-wide priorities.

Over the year, EBITDA grew by 6.3% to £104.4m. The business model changes have repositioned the company, resulting in an increase in Total Contract Value (TCV) signed of 36% year to year to achieve £627m, passing the previous year’s total sales, which bodes well for next fi scal year. Our order book has grown to £1.1bn and our sales pipeline has exceeded the £1bn mark.

On the sales side, we have energised our Go To Market, creating a globally aligned sales force targeting the enterprise segment. Building on the sales success of the past year, we will continue to fi ne tune our sales engine, focusing on annuity-based revenue models such as BPO and BPaaS. Going forward, we will increasingly focus on large global employers, and on mid-market and SME market segments in the UK, Ireland, Australia and New Zealand.

China. NGA Africa — a joint venture with South-African IT provider Business Connexion — will allow us to deliver HR solutions across sub-Saharan Africa.

NGA’s Intellectual Property (IP) remains a key differentiator, as well as the foundation for our HR services offering. Our HR platforms have been refocused to deliver a comprehensive range of services across the employee lifecycle and our service delivery tools have seen a steady stream of innovation.

NGA has also further expanded its relationships with key technology providers. We have delivered a set of standardised connectors, allowing SaaS platforms such as Workday and SuccessFactors to seamlessly connect with NGA’s global payroll solutions. Also, we have expanded the platforms on which we deliver HR outsourcing services to include Workday and SuccessFactors, in addition to our long-established BPO capabilities around SAP and Oracle.

As part of our continuing transformation, NorthgateArinso has formally adopted a new name, symbolising our new, differentiated value proposition. “NGA Human Resources” connects the company to our heritage and underlines our commitment to HR. Our renewed brand also introduces “The NGA Advantage,” which represents the combination of NGA’s deep HR experience and insight, advanced technology platforms and applications, and a global portfolio of fl exible service delivery options. This combination — this advantage — allows our customers to focus on making HR work better, and developing HR into a valued business partner that contributes strategically to corporate success.

NGA Human Resources (NGA)

“We have increased Total Contract Value (TCV) signed of 36% year to year to achieve £627m, passing the previous year’s total sales, which bodes well for next fiscal year.”Adel Al-SalehChief Executive, NGA Human Resources

% 2013 2012 Change

Turnover £523.0m £549.8m -4.9%Divisional operating profi t before depreciation and amortisation (adjusted EBITDA) £104.4m £98.2m 6.3%Divisional operating margins 20.0% 17.9% 11.8%Order book £1,110m £991m 12.0%

As the consulting market continues to contract following the fast adoption of cloud-based systems, NGA has transformed its HR consulting practice. Our Service Readiness and HR Consulting activities have been combined under the umbrella of CTS — Cloud Transformation Services. The focus of CTS is to be the tip of the arrow for our annuity business, helping clients transform processes and transition to new operating models.

On the service delivery side, NGA has seen solid profi t overachievement and continuous margin improvement. Our teams have delivered a signifi cant shift in our operating model as we scaled our global delivery centres and implemented a customer-centric coverage model. We have introduced a range of initiatives to drive quality and customer satisfaction, by standardising and automating processes across our centres.

Global growth remains key to NGA’s business model, and in the past year we’ve boosted our presence in Asia, establishing a dedicated presence in Japan, and expanding our footprint in

Business Review


A Successful YearNorthgate Public Services (NPS) is an integrated software and outsourcing services business. Our solutions are used extensively in the areas of Government, Housing, Police and Healthcare where we have market-leading positions. I am pleased to announce that our strong performance in the second half of FY11/12 has continued with FY12/13 producing overall revenue growth of 5.8% with EBITDA growth of 5.3%.

We have focused on the expansion of our commercial offerings to meet client requirements, specifi cally leading the way in the delivery of Software as a Service (SaaS) and Business Process Outsourcing (BPO) propositions that improve performance outcomes. We have secured signifi cant strategic contracts in all of our chosen markets and have now secured over £60m of SaaS contracts. This, combined with investment in targeted growth initiatives, provides us with a secure foundation for continued success.

ChangeMany of the world’s leading economies continue to wrestle with the dual challenge of low economic growth and high levels of sovereign debt. In the UK this means the landscape for the provision of government services has changed dramatically and irrevocably.

NPS is right at the heart of this revolution. Above all we value our ability to innovate and to couple this with real insight into the needs of our clients.

• We have also extended our Newborn Hearing Screening outsourcing service across the whole of the Republic of Ireland, and expanded the National Joint Registry service to include Northern Ireland;

• Further police forces have also become members of the Athena collaboration, for which we are providing the ICT solution.

In 2012, as part of our ongoing commitment to deliver exceptional customer services to our clients and their citizens, the NPS Customer Service Centre (CSC) based in Wycombe was awarded the Gold Standard in service provision.

NPS was also pleased to win the IT Project Team of the Year at the BCS & Computing UK IT Industry Awards 2012 for its work delivering the Blue Badge Improvement Service, which supports the government’s disabled parking scheme.

Our continued focus on innovation presents opportunities to expand into new growth areas. Our expertise within medical device registries is opening up opportunities to commercialise healthcare data, while we are taking our Housing Management solution into new countries based on our international success.

Finally, I would like to acknowledge the dedication and commitment of NPS colleagues over the last 12 months. In what has been another tough year for our clients, our people have continued to go the extra mile to support those clients in positively impacting the lives of millions of people.

Northgate Public Services (NPS)

I am immensely proud of our people and the way we have understood the challenges in our markets. The future will be demanding and exciting in equal measure but I am confi dent of our ability to work alongside our clients to deliver improved services and better outcomes at lower cost for all stakeholders.

Success during the year has included:

• New contracts with the Welsh Government to deliver new welfare services. As part of our commitment to Wales and the Welsh people, we have launched the Wales Advisory Board — Bard Ymgynhorol Cymru. Our new Advisory Board will work with us to establish a credible platform to further demonstrate our capabilities;

• A contract with the Information Commissioner’s Offi ce to provide managed ICT services;

• The Healthcare Quality Improvement Programme (HQIP) to support a new bloodspot screening service for new-born babies;

• The roll-out of Northgate’s Screening Management and Reporting Tool (SmaRT) for The Newborn Infant Physical Examination Programme (NIPE) in England;

“We have continued to deliver a strong performance in the provision of public sector services, both in the UK and abroad.”David MeadenChief Executive Northgate Public Services

% 2013 2012 Change

Turnover £168.9m £159.6m 5.8% Divisional operating profi t before depreciation and amortisation (adjusted EBITDA) £39.3m £37.3m 5.3% Divisional operating margins 23.3% 23.4% –%Order book £292m £303m -3.6%

Business Review (cont’d)


Operating Results Group revenue from continuing operations declined overall by 2.5% to £691.9m (2012: £709.4m) in challenging markets. The PS division revenue grew organically by 5.8% to £168.9m (2012: £159.6m) and has made excellent progress focusing on growth areas of its markets to return the business to strong growth. NGA revenues declined by 4.9% to £523.0m (2012: £549.8m) as the division adjusted to shifts in the marketplace, particularly with less perpetual licence fees being available and lower consultancy.

Group operating profi t from continuing operations before one-off items, depreciation and amortisation of intangibles (EBITDA) of £140.4m grew by 7.5%, driven by PS growth and effi ciency initiatives (2012: £130.6m).

The operating results of the Northgate Managed Services business are disclosed as discontinued operations and are included for the 10 months prior to disposal with the business being sold on 13 February 2013.

After one-off restructuring and property costs of £55.4m (2012: £43.7m), amortisation of acquired intangibles of £52.9m (2012: £57.8m) and loss on disposal of the Northgate Managed Services business of £37.5m (2012: profi t on disposal of pension business £5.0m), the Group recorded an operating loss of £38.4m (2012: profi t £4.6m). Net fi nancing costs decreased to £82.8m (2012: £84.8m). Loss on ordinary activities before tax was £121.2m (2012: £80.2m).

One-off ItemsDuring the year the Group recorded net one-off costs of £55.4m (2012: £43.7m) as the Group continued its cost reduction programme, including the off shoring of operational and back-offi ce functions and the impact of product strategy review, resulting in some legacy investments being written off.

Sale of Northgate Managed Services Business During the year the Group disposed of the Northgate Managed Services business for a value of £70.1m refl ecting a valuation of 10 times EBIT (see note 1 of the fi nancial statements).

Cash and FinancingDuring the year the Group experienced strong cash fl ow from operations after one-off items, generating £74.1m (2012: £96.6m) of net cash from operating activities. £23.1m was generated from the sale of non-core assets (2012: £35.6m) and the Group continued to invest (£55.1m) in software development and fi xed assets (2012: £69.5m) to support further growth. We will continue to invest going forward but the level of investment declined to more historic levels as we completed the integration of the Convergys HRM business.

The Group had net debt of £854.7m at 30 April 2013 (2012: £844.3m) and cash headroom of £101.6m under their banking facilities (2012: £108.9m).

Taxation The Group continues to benefi t from signifi cant trading and non-trading losses. Tax paid in the year was £3.7m (2012: £4.2m).

PensionsDuring the year the Group made defi cit payments of £6.5m (2012: £8.5m) toward the Group’s pension scheme liabilities.

The Group pension schemes showed an IAS19 (adjusted for IFRIC14) defi cit of £46.2m at the balance sheet date (2012: £43.3m).

Going ConcernPost the year end the Group has secured additional funding from its funders including shareholders and an agreement for capital maturity dates to extend beyond 2017. This secures the Group’s funding requirements for a number of years with only minimal amounts of debt being repayable before September 2017. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance show the Group will be able to operate within the level and conditions of this funding. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in preparing its consolidated fi nancial statements.

Total EquityTotal equity at 30 April 2013 was £65.6m (2012: £189.4m).

John R. StierGroup Finance Director29 August 2013

“We will continue to invest going forward but the level of investment has declined to more historic levels.”John R. StierGroup Finance Director

Group Finance Director’s Review


Corporate ResponsibilityThe Northgate Information Solutions Group is committed to sustainable growth while promoting social, economic and environmental improvement. We recognise that we all have a positive role to play in developing a society that meets the needs of the present, without compromising the ability of future generations to meet their needs.

We aim to conduct our business in a socially responsible manner, contributing to the communities in which we operate, while minimising our impact on the environment.

GovernanceEach of our businesses faces different challenges, and pursues its own corporate responsibility agenda within the overall framework set by the Corporate Responsibility Group (CRG). Sponsored by Adel Al-Saleh and including representation from across the organisation, the CRG advises the Group Board on CR policy and practices and is responsible for driving these initiatives within the business.

Sustainable ServicesCombating climate change is integral to developing sustainable services for Northgate’s customers in all sectors. Environmental sustainability is fully embedded into service delivery methodology, with a focus on reducing the number of assets required and the environmental impact of the procurement of such assets, as well as favouring energy-effi cient energy consumption models. Assets are reused wherever possible and where they are beyond economical repair, they are recycled in accordance with the Waste Electrical and Electronic Equipment Directive (WEEE).

We also help our customers to reduce their emissions through the introduction of mobile technologies and fl exible working.

Sustainable ProcurementSustainability considerations are integrated into our entire procurement process: in the identifi cation of needs, evaluation of options, evaluation of tenders and in post-contract management. This approach is applied globally to all new and existing major suppliers.

Global CompactNGA Human Resources is a proud member of the UN Global Compact and integrates its 10 corporate responsibility principles into our business operations and strategies; including human rights, labour, the environment and anticorruption.

ActNowThrough Northgate’s ActNow programme, every employee can do something to help deliver value, and build sustainable and healthy communities, while embracing sustainability, community involvement and engagement. Some examples of the employee initiatives include:

Through an initiative called Share and Care, our Mumbai team helped support the India National Association for the Blind (NAB), by collecting donations and raising money to purchase items for the local NAB rehabilitation centre, which works to improve the skills and place visually impaired people into employment.

UK offi ces participated in fund raising activities for Red Nose Day in support of the national Comic Relief charity which helps disadvantaged people throughout the world.

Employees at our Jacksonville, Florida location host annual charitable giving campaigns for their local United Way, a non-profi t organisation that disperses funds in the most impactful ways to improve education, health and income in the community. In addition to raising thousands of dollars each year, many employees volunteer for local United Way agencies. Most recently, hundreds of employees wrote letters of encouragement for graduating students

to help motivate them to continue down their current path of success.

In our St. John’s, Newfoundland location in Canada, employees recently ran a campaign that generated $10,000 in donations for the only children’s hospital in their community. In addition to their donations, many also volunteered for the hospital’s annual telethon to help manage the phone calls and collection of funds.

Throughout all regions, employees found ways to give back to their communities, including mentoring, reading, and donations to their favourite charities.

Employees Are Northgate’s Key AssetNorthgate has continued to support the Young Apprentice scheme in the UK, with the last year seeing 43 Young Apprentices working across a range of services and clients, while gaining accreditations in ICT, Customer Service or Business Administration. Six of these young people have gone on to become permanent employees of the company and several others have used the skills and experience they have gained to obtain permanent jobs with other organisations.

Across our operations, Northgate hired in excess of 180 trainees, graduates and apprentices in a variety of roles.

By enhancing employability through these schemes, Northgate is addressing shortages of skilled staff, gender issues and supply chain issues, creating a skilled future workforce which will benefi t IT sector growth.

Through our Flexible Benefi ts scheme our people are able to choose benefi ts that best support their lifestyle. In the UK, 91 charities benefi t from employees using payroll giving; the carbon offsetting programme supports four separate projects in Africa, China, India and Thailand; employees can participate in the cycle to work scheme, and in total there are in 134 tonnes of carbon offset credits.

Our Commitment

Directors’ Report


Report of the Directors The Directors present their report and financial statements for the period ended 30 April 2013. Directors The Board of Directors consists of the following members who possess the necessary range of backgrounds, qualities and experience to lead and maintain effective control over Northgate’s activities. On 27 November 2012 Edouard Pillot was appointed to the Board as an additional non-executive director. On 18 January 2013 Mateusz Szeszkowski resigned from the Audit Committee and the Board. Adel Al-Saleh (Executive) was appointed Group Chief Executive and Director of Northgate Information Solutions Limited on 1 December 2011. He was formerly with IMS Health, where he held several senior positions including President of EMEA, senior Vice President (VP) Global Pharma Solutions, and President of US. Prior to this, Adel spent 19 years at IBM in several senior positions, including General Manager of Sales and Industries in the Group's European region, General Manager Global Wireless Business Unit and General Manager Telco, Utilities and Media and Entertainment Industries Americas region. Brian Carroll (Non-Executive Chairman and Member of Audit Committee) joined KKR in 1995 and currently heads the Consumer and Retail teams in Europe. He is also a member of the European Investment Committee and currently a member of the board of directors of Rockwood Holdings, Laureate Education, Harman International and Pets at Home. John R Stier (Executive) was promoted to Group Finance Director of Northgate Information Solutions plc (now Northgate Information Solutions Holdings Limited) on 15 May 2003 and subsequently to Northgate Information Solutions Limited upon the acquisition by KKR. He is a Fellow of the Institute of Chartered Accountants in England and Wales. Edouard Pillot (Non-Executive and Chairman of Audit Committee) joined KKR in 2006 and is a member of the Services industry team within KKR's Private Equity platform. He is also involved in the investment in Maxeda and KION. William L. Cornog (Non-Executive) joined KKR Capstone in 2002. He currently serves as Head of KKR Capstone Europe and is a member of KKR’s Portfolio Management Committee. Mr Cornog was appointed to the Board of Northgate Information Solutions Limited on 5 April 2011. In addition to the Directors, Sir Roger Carr, was appointed as a Special Adviser to the Board from the beginning of February 2011. Sir Roger Carr is Chairman of Centrica plc, Deputy Chairman of the Court of the Bank of England and is President of the Confederation of British Industry and a member of the UK Prime Minister’s Business Advisory Group. He is also a senior advisor to KKR. He has previously held a number of senior appointments including Chairman of Cadbury plc, Chairman of Chubb plc, Chairman of Thames Water plc and Chief Executive of Williams plc. The Board discharges its responsibilities by providing leadership of the Northgate Group within a framework of prudent and effective controls, which enables risk to be assessed and managed. It sets Northgate’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance. Risk assessment The Board has overall responsibility for the Group’s approach to assessing risk and the systems of internal control, and for monitoring their effectiveness in providing its ultimate stakeholders, being certain funds advised by KKR, with a return that is consistent with a responsible assessment and mitigation of risks. This includes reviewing financial, operational and compliance controls and risk management procedures, which themselves include the security and controls around its customers and in-house data. The Board has established ongoing processes for identifying, evaluating and managing the significant risks faced by the Group which accord with the Internal Control Guidance for Directors in the Combined Code (which only applies to UK listed companies but is used for best practice). Further independent assurance is provided by an internal audit function, operating across the Group, and the Group’s auditors. All employees are accountable for operating within these policies.

Directors’ Report (continued)


Internal Control Whilst the Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues, it has delegated to executive management the implementation of the systems of internal control within an established framework. The Board has put in place an organisational structure which formally defines lines of responsibility and delegation of authority. There are also established procedures for planning, capital expenditure, information and reporting systems and for monitoring the Group’s businesses and their performances. Assurance On behalf of the Board the Audit Committee examines the effectiveness of the Group’s:

• assessment of risk by reviewing evidence of risk assessment activity and a report from internal audit on the risk assessment process; and

• systems of internal control primarily through agreeing the scope of the internal audit programme and reviewing its findings, reviews of the annual financial statements and a review of the nature and scope of the external audit.

Any significant findings or identified risks are closely examined so that appropriate action can be taken. The work of the internal audit department is focused on areas of priority as identified by the risk analysis and in accordance with the annual audit plan approved by the Audit Committee and the Board. External auditors are engaged to express an opinion on the financial statements. They review and test the systems of internal financial control and the data contained in the financial statements to the extent necessary to express their audit opinion. They discuss with management the reporting of operational results and the financial position of the Group and present their findings to the Audit Committee. Audit Committee The Committee assists the Board in fulfilling its overview responsibilities, primarily reviewing the reporting of financial and non-financial information, the systems of internal control and risk management, and the audit process. It comprises Edouard Pillot (chairman) and Brian Carroll. The Committee intends to meet at least three times a year and the Group Chief Executive, the Group Finance Director, the Group Internal Audit Director and our Auditors, KPMG Audit Plc, will attend the meetings by invitation. The terms of reference of the Audit Committee, including its role and the authority delegated to it by the Board, are available from the Group Company Secretary. Auditors Our auditors, KPMG Audit Plc has instigated an orderly wind down of business. The Board has decided to put KPMG LLP forward to be appointed as auditors and resolution concerning their appointment will be put to the forthcoming AGM of the company. Dividend policy The Board reviews the dividend policy in conjunction with a policy of retaining significant funds for future growth. No dividends were declared during the year under review. Employees We actively promote an internal recruitment process encouraging internal succession planning and career development. All UK employees have the opportunity to elect members to an Employee Consultation Group (ECG). The ECG meets formally with Northgate’s management on a quarterly basis to discuss issues of importance. The Group also has a number of works councils and employee groups in place across the globe to ensure effective communication takes place with all employees.



Equal Opportunities and Diversity Northgate aims to be an employer of choice for people from different backgrounds and through our policy and mandatory diversity training (completed annually) we promote respect for the individual and equality of opportunity for employment, development and promotion. Opportunities also exist for employees of the Group who become disabled to continue their employment or to be trained for other positions in the Group. An Equality Survey is conducted regularly. Health and Safety Northgate has an established health and safety policy that focuses on the ability to measure performance and to pursue continuous improvement in managing health and safety. The policy is reviewed regularly by the Health and Safety Manager. Financial Northgate has access to sources of capital that are sufficient to develop the business. Its funds are provided by a syndicate of leading banks and under the current agreements Northgate can call on up to £101.6m of unused facilities at 30 April 2013 (30 April 2012: £108.9m). These arrangements and the recurring nature of much of Northgate’s businesses give confidence over Northgate’s financial strength, and provide the basis on which future investment decisions can be taken. The Board continually reviews the performance of its divisions and regularly reviews its divestment versus investment strategy in each case. Donations During the period the Group made no charitable or political donations. Relationships with key stakeholders Northgate manages its relationships with its key stakeholder groups as follows: Customers Northgate’s customers have a nominated individual through which all customer contact is managed. Larger customers have dedicated account managers, or teams that focus directly on customer needs. A number of active user groups are in place where customers can provide feedback on product performance, future requirements and issues of strategic significance. Suppliers and partners Northgate performs reviews of its key suppliers and partners on a regular basis to ensure that maximum performance and value are being obtained, and that risk and reward are equitably shared. Northgate negotiates clear agreements within which the Group and its suppliers operate. Significant events since the period end As noted in the Group Finance Director’s review on page 19, post the year-end the Group has secured additional funding and an agreement for capital maturity dates to extend beyond 2017. Except for any matters referred to elsewhere in this Report and Accounts, there have been no other significant events affecting Northgate or any of its subsidiary undertakings since the end of the financial period.



Disclosure of information to auditors The directors who held office at the date of approval of this directors’ report confirm that, so far as they are each aware, there is no relevant audit information of which the Group’s auditors are unaware; and each director has taken all the steps he ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Group’s auditors are aware of that information. John D Richardson Group Company Secretary 29 August 2013

Statement of Directors’ Responsibilities in Respect of the Annual Report and the Financial Statements


The directors are responsible for preparing the Annual Report and the group and parent company financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare group and parent company financial statements for each financial year. Under that law they have elected to prepare the group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of their profit or loss for that period. In preparing each of the group and parent company 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;

• for the group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;

• for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and the parent company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. 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. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Independent Auditor’s Statement to the Members of Northgate Information Solutions Limited


We have examined the summary financial statement for the year ended 30 April 2013 which comprises the Summary consolidated income statement, Summary statement of financial position, Summary consolidated statement of changes in equity, Statement of recognised income and expense, Summary consolidated cash flow statement and related notes set out on pages 27 to 46. This statement is made solely to the company’s members, as a body, in accordance with section 427 of the Companies Act 2006. Our work has been undertaken so that we might state to the company’s members those matters we are required to state to them in such a statement 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 work, for this statement, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors are responsible for preparing the summarised annual report in accordance with applicable United Kingdom law. Our responsibility is to report to you our opinion on the consistency of the summary financial statement within the summarised annual report with the full annual financial statements, the Directors’ Report and its compliance with the relevant requirements of section 427 of the Companies Act 2006 and the regulations made thereunder. We also read the other information contained in the summarised annual report and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the summary financial statement. Basis of opinion We conducted our work in accordance with Bulletin 2008/3 “The auditor’s statement on the summary financial statement in the United Kingdom issued by the Auditing Practices Board.” Our report on the group’s full annual financial statements describes the basis of our audit opinions on those financial statements and the Directors’ Report. Opinion In our opinion the summary financial statement is consistent with the full annual financial statements and the Directors’ Report of Northgate Information Solutions Limited for the year ended 30 April 2013 and complies with the applicable requirements of section 427 of the Companies Act 2006 and the regulations made thereunder. We have not considered the effects of any events between the date on which we signed our report on the full annual financial statements 29 August 2013 and the date of this statement. Paul Gresham (Senior Statutory Auditor) For and on behalf of KPMG Audit Plc (Statutory Auditor) Chartered Accountants 15 Canada Square London E14 5GL 29 August 2013

Group Income Statement for the year ended 30 April 2013


Notes

Continuing Operations

£m

Discontinuing Operations

(note 1) £m

Year ended 30 April 2013

Total £m

Continuing Operations

£m

Discontinuing Operations

(note 1) £m


Total £m

Revenue 691.9 110.1 802.0 709.4 141.6 851.0

Operating costs 2 (699.1) (141.3) (840.4) (709.7) (136.7) (846.4)

Group operating (loss)/profit (7.2) (31.2) (38.4) (0.3) 4.9 4.6

Operating profit before significant restructuring, one-off items, property provisions, amortisation of intangibles, depreciation and impairment of fixed assets 140.4

14.0

154.4

130.6 14.6 145.2

Amortisation of other intangible fixed assets (15.5) (0.4) (15.9) (24.4) (0.3) (24.7)

Depreciation of tangible fixed assets (17.4) (5.2) (22.6) (16.0) (7.6) (23.6)

Profit on disposal of fixed assets 2 - - - 4.2 - 4.2

Operating profit before significant restructuring, one-off items, property provisions, amortisation of acquired intangibles and impairment of fixed assets 107.5 8.4 115.9 94.4 6.7 101.1

Significant restructuring, one-off items and property provisions 2 (53.6) (1.8) (55.4) (41.9) (1.8) (43.7)

Impairment of intangible fixed assets (7.3) - (7.3) - - -

Impairment of tangible fixed assets (1.2) - (1.2) - - -

Profit on disposal of pensions business 1 - - - 5.0 - 5.0

Loss on disposal of managed services business 1 - (37.5) (37.5) - - -

Amortisation of acquired intangibles (52.6) (0.3) (52.9) (56.1) (1.7) (57.8)

Group operating (loss)/profit (7.2) (31.2) (38.4) 1.4 3.2 4.6

Financial income 5.4 - 5.4 10.5 0.3 10.8

Financial expenses (86.8) (1.4) (88.2) (95.3) (0.3) (95.6)

Net financing costs (81.4) (1.4) (82.8) (84.8) - (84.8)

Loss before tax (88.6) (32.6) (121.2) (83.4) 3.2 (80.2)

Tax credit/(charge) 9.1 (7.3) 1.8 18.6 (2.3) 16.3

(Loss)/profit for the year from continuing/discontinuing operations (79.5) (39.9) (119.4) (64.8) 0.9 (63.9)

(Loss)/profit for the year from discontinued operations (39.9) 0.9

Attributable to: Equity holders of the parent (119.4) (63.9)

The notes on pages 32 to 46 are an integral part of these consolidated financial statements.

Group Statement of Comprehensive Income for the year ended 30 April 2013


Notes


£m


£m

Loss for the year (119.4) (63.9) Foreign exchange translation differences 11.6 (2.3) IFRIC14 Movement in pension deficit 6 4.4 3.2 Actuarial (losses) on defined benefit pension schemes 6 (25.1) (14.9)

(128.5) (77.9) Deferred tax – IFRIC14 movement (1.1) (0.9) Deferred tax on actuarial (losses) on defined benefit pension schemes 5.8 4.2

Total recognised income and expense for the year (123.8) (74.6)

Attributable to: Equity holders of the parent (123.8) (74.6)


Group Statement of Financial Position as at 30 April 2013


Notes 2013

£m 2012

£m

Non-current assets Goodwill 771.3 822.7 Acquired and other intangible assets 329.2 381.5

Total intangible assets 1,100.5 1,204.2 Property, plant and equipment 36.9 63.2 Other receivables 9.0 9.8

Total non-current assets 1,146.4 1,277.2

Current assets Inventories – goods for resale 0.3 3.2 Trade and other receivables 204.5 239.1 Cash and cash equivalents 93.7 34.8

Total current assets 298.5 277.1

Total assets 1,444.9 1,554.3 Non-current liabilities Interest-bearing loans and borrowings 5 911.5 844.3 Employee benefits 6 46.2 43.3 Provisions 7 3.6 11.6 Deferred tax liabilities 34.0 33.1 Other financial liabilities 9(f) 12.4 4.6

Total non-current liabilities 1,007.7 936.9

Current liabilities Interest-bearing loans and borrowings 5 28.6 24.9 Provisions 7 6.5 7.8 Taxation 9.5 10.4 Trade and other payables 320.6 364.9 Other Financial liabilities 9(f) 6.4 20.0

Total current liabilities 371.6 428.0

Total liabilities 1,379.3 1,364.9

Net assets 65.6 189.4

Issued share capital 108.2 108.2 Share premium account 0.6 0.6 Capital contribution 442.4 442.4 Retained earnings (485.6) (361.8)

Shareholders’ funds 65.6 189.4


Approved by the Board of Directors on 29 August 2013 and signed on its behalf by: John R Stier Group Finance Director 29 August 2013

Group Statement of Changes in Equity as at 30 April 2013


Share capital

£m

Share premium

£m

Capital contribution

£m

Retained earnings

£m

Equity shareholder’s funds

£m

Balance at 30 April 2011 108.2 — 442.4 (287.2) 263.4 Loss for the period — — — (63.9) (63.9) Other comprehensive income for the year: IFRIC14 Movement in pension deficit — — — 3.2 3.2 Actuarial losses on defined benefit pension schemes — — — (14.9) (14.9) Deferred tax – IFRIC14 movement — — — (0.9) (0.9) Deferred tax on actuarial losses on defined benefit pension schemes — — — 4.2 4.2 Foreign exchange translation differences — — — (2.3) (2.3) Transactions with owners: Issue of share capital — 0.6 — — 0.6

Balance at 30 April 2012 108.2 0.6 442.4 (361.8) 189.4 Loss for the period — — — (119.4) (119.4) Other comprehensive income for the year: IFRIC14 Movement in pension deficit — — — 4.4 4.4 Actuarial losses on defined benefit pension schemes — — — (25.1) (25.1) Deferred tax – IFRIC14 movement — — — (1.1) (1.1) Deferred tax on actuarial losses on defined benefit pension schemes — — — 5.8 5.8 Foreign exchange translation differences — — — 11.6 11.6

Balance at 30 April 2013 108.2 0.6 442.4 (485.6) 65.6


Group Statement of Cash Flows for the year ended 30 April 2013



£m


£m

Cash flows from operating activities Loss for the period (119.4) (63.9) Adjustments for: Amortisation of acquired intangibles 52.9 57.8 Amortisation of other intangibles 15.9 24.7 Impairment of other intangibles 7.3 - Depreciation 22.6 23.6 Impairment of property, plant and equipment 1.2 - Loss/(Profit) on disposal of business (note 1) 37.5 (5.0) (Profit) on sale of fixtures and fittings, property, equipment and intangibles - (4.2) Net financing costs 82.8 84.8 Tax credit (1.8) (16.3)

Net cash from operating activities before changes in working capital and provisions 99.0 101.5 Foreign exchange movements 5.2 (7.4) Change in trade and other receivables 1.6 2.5 Change in inventories 0.5 2.3 Change in trade and other payables (11.7) 12.2 Change in provisions and employee benefits (14.0) (6.0) Additional pension deficit contributions (6.5) (8.5) Net cash from operating activities before taxes paid 74.1 96.6 Cash flows from investing activities Proceeds for sale of pensions business (note 1) - 26.5 Proceeds for sale of managed service business (note 1) 23.1 - Proceeds from sale of property, fixtures and fittings, equipment and intangibles - 9.1 Acquisition of subsidiary, net of cash acquired - (0.5) Acquisition of intangible assets (24.9) (34.6) Acquisition of property, plant and equipment (30.2) (34.9) Net cash used in investing activities (32.0) (34.4) Net cash from operations after investing activities 42.1 62.2

Taxes paid (3.7) (4.2) Net cash from operations after investing activities and before financing activities 38.4 58.0

Cash flows from financing activities Interest received 1.2 2.4 Interest paid (48.5) (67.6) Cash flows treated as finance costs – loan arrangement fees (0.5) — Issue of shares — 0.6 Loan to immediate parent undertaking — 1.0 Movement in borrowings 69.0 (14.5) Repayment of borrowings (20.0) (12.3) Increase in finance lease liabilities 40.2 26.6 Payment of finance lease liabilities (20.9) (7.6) Net cash from financing activities 20.5 (71.4)

Cash and cash equivalents at 1 May 34.8 48.2

Net increase/(decrease) in cash and cash equivalents excluding effect of foreign exchange rate movements on cash held 58.6 (13.2) Effect of foreign exchange rate movements on cash held 0.3 (0.2) Net increase/(decrease) in cash and cash equivalents 58.9 (13.4) Cash and cash equivalents at 30 April 93.7 34.8


Notes to the Consolidated Accounts for the year ended 30 April 2013


1. ACQUISITION AND DISPOSAL OF SUBSIDIARIES Year ended 30 April 2013 Disposal of Northgate Managed Services Limited – Discontinued Operations On 13 February 2013, the Group disposed of it’s investment in Northgate Managed Services Limited for a cash consideration of £23.1m and a loss on disposal of £37.5m.

Enterprise value

£m

Consideration 23.1 Finance lease liabilities 24.0 Defined benefit pension liabilities – estimated actuarial valuation 23.0

Total enterprise value* 70.1

*Enterprise value is defined as the underlying value of the MS division’s trade before adjustments for the pension scheme and finance lease liabilities. Based on an annual EBIT of £7.0m the sale generated a multiple of 10 times EBIT. Goodwill of £62.5m and acquired intangibles of £1.6m were disposed of on the sale. As part of the disposal, hire purchase liabilities of £24.0m and defined benefit pension scheme liabilities (estimated actuarial valuation) of £23.0m were also disposed of.

Loss on disposal

£m

Consideration 23.1 Fees (0.8) Disposal of goodwill (62.5) Disposal of acquired intangibles (1.6) Disposal of net assets 4.3

Loss on disposal (37.5)

The loss for the year from discontinuing operations is shown on the Group Income Statement on page 27. Year ended 30 April 2012 Acquisitions During the year the Group purchased the remaining share in Rave India (Private) Limited for £0.5m taking its ownership to 100%. Disposals On 21 July 2011, the Group disposed of it’s investment in Northgate HR Pensions Limited for a cash consideration of £26.5m and a profit on disposal of £5.0m. Goodwill of £7.4m and acquired intangibles of £7.2m were disposed of on the sale.

Notes to the Consolidated Accounts (continued) for the year ended 30 April 2013


2. OPERATING COSTS


£m


£m

Change in inventories of goods for resale, excluding impact of disposals 0.5 2.3

Purchase of goods for resale, raw materials and consumables 107.3 143.7

Other external operating charges 84.4 111.7

Staff costs

- wages and salaries 378.3 365.5

- social security costs 66.8 69.7

- other pension costs defined contribution 7.8 10.2

- other pension costs defined benefit – current year service cost 2.5 2.7

Depreciation of owned assets 17.4 19.7

Depreciation of assets held under finance leases 5.2 3.9

Impairment of tangible fixed assets 1.2 —

Amortisation of development costs and purchased software 15.9 24.7

Impairment of intangible fixed assets 7.3 —

Amortisation of acquired intangibles 52.9 57.8

Loss on sale of managed services business (note 1) 37.5 —

(Profit) on disposal of pensions business (note 1) — (5.0)

(Profit)/Loss on sale of fixed assets — (4.2)

785.0 802.7

Severance and restructuring 31.1 18.7

Business integration, development and business transformation 7.0 12.5

Contract termination costs 9.8 5.0

Property provisions 2.7 1.9

Non recurring fees and other 4.8 5.6

Significant restructuring and property provisions 55.4 43.7

Total operating costs 840.4 846.4

These one off costs principally relate to the business’s ongoing cost reduction programme, including offshoring of operational and back office functions and the impact of product strategy review.



3. DIRECTORS’ EMOLUMENTS


£m


£m

Directors’ emoluments 2.4 2.9 Company contributions to money purchase pension plans 0.1 —

2.5 2.9

The aggregate emoluments of the highest paid director were £1,768,000 (2012: £1,108,000) including £45,000 (2012: £15,000) paid into a money puchase pension plan. At 30 April 2013 and at 30 April 2012, one director had benefits accruing under a defined benefit pension scheme and one director had benefits accruing under a money puchase pension plan. 4. STAFF NUMBERS The average number of persons employed by the Group, including Executive Directors, during the year was as follows:


Number


Number

Sales 510 519

Business Transformation 461 252

Operations 5,713 5,440

Product Support 1,334 1,214

HR Consulting 1,351 1,747

Support Functions 814 892

10,183 10,064

5. INTEREST-BEARING LOANS AND BORROWINGS

2013

£m 2012

£m

Non-current liabilities

Secured bank loans 894.7 822.4

Finance lease liabilities 16.8 21.9

911.5 844.3

Current liabilities



28.6 24.9

The Group’s net bank loans are secured by a cross guarantee and a fixed and floating charge over the assets of the Company and its material subsidiaries. The interest rate applicable to the Sterling denominated bank loans is LIBOR plus a margin which varies between 1.75% and 8.5%, depending on the business ratio of debt to EBITDA.



5. INTEREST-BEARING LOANS AND BORROWINGS (continued) The interest rate applicable to the Euro denominated bank loans is EURIBOR plus a margin which varies between 1.75% and 4.25%, depending on the business ratio of debt to EBITDA. All bank loans at the period end are due in Sterling, Euros or Australian dollars. Details of the repayment profile are shown in note 9(d). The Group’s loan notes are secured by a bank guarantee. Group bank loans are stated net of unamortised issue costs of £10.2m (2012: £16.4m). Issue costs, together with the interest expenses, are allocated to the income statement at a constant rate on the carrying amount. Group bank loans are subject to the following covenant restrictions:

• Ratio of consolidated net borrowings to consolidated EBITDA

• Ratio of cash flow to consolidated debt service (interest plus mandated repayments)

• Ratio of consolidated EBITA to consolidated net interest

• Value of Capital Expenditure in each Financial Year All covenants are based on International Financial Reporting Standards (“IFRS”). Failure to meet the covenant restrictions results in all amounts outstanding, becoming immediately due and payable. There have been no breaches in covenants in the year or since the inception of the loans. As noted in the Group Finance Director’s review on page 19, post the year-end the Group has secured additional funding and an agreement for capital maturity dates to extend beyond 2017. Finance lease liabilities Finance lease liabilities are payable:

Minimum lease

payments 2013

£m

Interest 2013

£m

Principal 2013

£m

Minimum lease

payments 2012

£m

Interest 2012

£m

Principal 2012

£m

Less than one year 15.0 3.3 11.7 12.4 2.8 9.6 Between one and five years 20.2 3.4 16.8 25.1 3.2 21.9

35.2 6.7 28.5 37.5 6.0 31.5

Under the terms of the lease arrangements, no contingent rents are payable. 6. EMPLOYEE BENEFITS The Group operated four defined benefit pension schemes for its employees, the Northgate Public Services Pension Scheme, the Northgate Managed Services Pension Scheme, the Northgate HR Pension Scheme (‘the Northgate Schemes’) and the Rebus Group Pension Scheme (‘the Rebus Scheme’) in the year ending 30 April 2013. During this accounting period, the group sold Northgate Managed Services Limited and the Group no longer operates the Northgate Managed Services Pension Scheme as at 30 April 2013. Benefits are related to salary close to retirement or leaving service (if earlier) and also to years of pensionable service. Assets are held in separate, trustee administered funds. Employer contributions to the schemes are determined on the basis of regular valuations undertaken by independent, qualified actuaries. The schemes are closed to new employees, who are instead eligible to join another defined contribution scheme. As the schemes are closed to new entrants for pension accrual, under the method used to calculate pension costs in accordance with IAS19, the cost as a percentage of covered pensionable payroll will tend to increase as the average age of the membership increases.



6. EMPLOYEE BENEFITS (continued) The Group has adopted the revisions to IAS19 which were published in December 2004. As permitted by the revised standard, actuarial gains and losses are recognised immediately in the period in which they occur outside the Income Statement through Other Comprehensive Income.

Northgate Schemes

2013 £m

Rebus Scheme

2013 £m

Total 2013

£m

Northgate Schemes

2012 £m

Rebus Scheme

2012 £m

Total 2012

£m

Present value of defined benefit obligations 171.4 114.6 286.0 245.7 96.0 341.7 Fair value of plan assets (143.5) (96.3) (239.8) (216.9) (85.9) (302.8) IFRIC 14 adjustment — — — — 4.4 4.4

Recognised liability for defined benefit obligation 27.9 18.3 46.2 28.8 14.5 43.3

Movements in the present value of defined benefit obligations

Northgate Schemes

2013 £m

Rebus Scheme

2013 £m

Total 2013

£m

Northgate Schemes

2012 £m

Rebus Scheme

2012 £m

Total 2012

£m

At 1 May 245.7 96.0 341.7 225.3 87.6 312.9 Current service cost 2.0 0.5 2.5 2.2 0.5 2.7 Past service cost (4.4) — (4.4) 0.1 (1.7) (1.6) Interest cost 11.5 4.8 16.3 12.0 4.8 16.8 Curtailment/settlement (104.3) — (104.3) — — — Actuarial losses 26.0 15.0 41.0 10.9 6.5 17.4 Benefits paid (5.1) (1.7) (6.8) (4.8) (1.7) (6.5)

At 30 April 171.4 114.6 286.0 245.7 96.0 341.7

Movements in the fair value of plan assets

Northgate Schemes

2013 £m

Rebus Scheme

2013 £m

Total 2013

£m

Northgate Schemes

2012 £m

Rebus Scheme

2012 £m

Total 2012

£m

At 1 May 216.9 85.9 302.8 201.3 79.2 280.5 Expected return on plan assets 10.2 4.3 14.5 10.7 4.2 14.9 Actuarial gains 11.4 4.5 15.9 1.6 0.9 2.5 Contributions by employer 7.2 3.3 10.5 8.2 3.3 11.5 Benefits paid (5.0) (1.7) (6.7) (4.9) (1.7) (6.6) Curtailment/settlement (97.2) — (97.2) — — —

At 30 April 143.5 96.3 239.8 216.9 85.9 302.8

Actual return on assets 21.5 8.8 30.3 12.4 5.1 17.5



6. EMPLOYEE BENEFITS (continued) Expense recognised in the consolidated income statement

Northgate Schemes

2013 £m

Rebus Scheme

2013 £m

Total 2013

£m

Northgate Schemes

2012 £m

Rebus Scheme

2012 £m

Total 2012

£m

Current service costs 2.0 0.5 2.5 2.2 0.5 2.7 Past service costs (4.4) — (4.4) 0.1 (1.7) (1.6) Interest on obligation 11.5 4.8 16.3 12.0 4.8 16.8 Expected return on plan assets (10.2) (4.3) (14.5) (10.7) (4.2) (14.9) (Gains) on curtailment/settlement (7.1) — (7.1) — — —

(8.2) 1.0 (7.2) 3.6 (0.6) 3.0

Classified within the income statement: Operating (gains)/costs (9.5) 0.5 (9.0) 2.2 (1.2) 1.0 Financial expenses (net pension finance expense) 1.3 0.5 1.8 1.4 0.6 2.0

Classified within the income statement: (8.2) 1.0 (7.2) 3.6 (0.6) 3.0

Expense recognised in equity

Actuarial losses 14.6 10.5 25.1 9.3 5.6 14.9 IFRIC14 adjustment — (4.4) (4.4) — (3.2) (3.2)

Total 14.6 6.1 20.7 9.3 2.4 11.7

Liability for defined benefit obligations The principal actuarial assumptions at the balance sheet date were:

Northgate Schemes

2013

Rebus Scheme

2013

Northgate Schemes

2012

Rebus Scheme

2012

Discount rate 4.4% 4.4% 5.0% 5.0% Expected return on plan assets n/a n/a 5.0% 5.0% Future salary increases 1.0% 1.0% 1.0% 1.0% Retail price inflation 3.3% 3.4% 3.2% 3.3% Consumer price inflation 2.2% 2.3% 2.0% 2.1% Future pension increases (2.5% LPI) 2.2% 1.9% 2.2% 1.8% Future pension increases (5.0% LPI) 3.2% 2.3% 3.1% 2.1%

The post-retirement mortality assumptions allow for future improvements in mortality. The assumed life expectancy for a male active member reaching age 65 at the accounting date is 22.6 years (30 April 2012: 22.5 years). Allowance has been made for further improvements to mortality, whereby the assumed life expectancy of a male member on reaching age 65 in 20 years time is 25.6 years (30 April 2012: 25.4 years). The expected rate of return on pension plan assets is determined as the Company's best estimate of the long term return of the major asset classes - equities, bonds, LDI, and diversified growth funds - weighted by the current strategic allocation at the measurement date less expenses.



6. EMPLOYEE BENEFITS (continued) Fair value of plan assets

Northgate Schemes

2013 £m

Rebus Scheme

2013 £m

Total 2013

£m

Northgate Schemes

2012 £m

Rebus Scheme

2012 £m

Total 2012

£m

Equities 29.9 19.4 49.3 41.6 16.2 57.8 Bonds 53.1 36.7 89.8 81.0 33.2 114.2 Secured loans 12.5 8.4 20.9 19.7 7.9 27.6 Diversified growth funds 46.3 31.0 77.3 70.4 26.9 97.3 Cash 1.7 0.8 2.5 4.2 1.7 5.9

At 30 April 143.5 96.3 239.8 216.9 85.9 302.8

Over the next year, the Company will pay estimated contributions of £6.7m (2012: £8.1m) - to the UK defined benefit schemes. This includes the additional contributions aimed at removing the deficit of the Schemes. Contributions to the defined contribution schemes are in addition to the contributions to the UK defined benefit schemes. Scheme History

2013

£m 2012

£m 2011

£m 2010

£m 2009

£m

Present value of defined benefit obligations 286.0 341.7 312.9 310.6 247.7 Fair value of plan assets (239.8) (302.8) (280.5) (254.5) (217.1) IFRIC 14 adjustment — 4.4 7.6 — 7.3

Total scheme deficit 46.2 43.3 40.0 56.1 37.9

Experience loss/(gain) on plan liabilities — 4.1 (2.6) 6.9 — Increase/(decrease) in scheme liabilities due to change in assumptions 41.0 13.3 9.7 (59.3) (43.6) Actuarial (gains)/losses in scheme assets (15.9) (2.5) (6.2) 25.4 44.8

Actuarial losses recognised in the statement of comprehensive income 25.1 14.9 0.9 27.0 1.2

Cumulative actuarial losses recognised in the statement of comprehensive income 77.9 52.8 37.9 37.0 10.0

Defined contribution arrangements The Group also operates various defined contribution arrangements for its UK and overseas employees. The contributions paid to defined contribution schemes amounted to £8.0m (2012: £10.2m). The amount recognised as an expense was £7.8m (2012: £10.2m). The amount paid into pension schemes for overseas employees was £5.3m (2012: £4.5m). Amounts payable in respect of defined contribution arrangements at 30 April 2013 were £0.1m (2012: £0.3m).



7. PROVISIONS

Property provisions

£m

Restructuring and other provisions

£m Total

£m

At 1 May 2012 5.8 13.6 19.4 Foreign exchange differences — 0.5 0.5 Reclassifications (0.2) 0.2 — Recognised in the income statement 2.7 4.5 7.2 Utilised in the period (3.5) (12.8) (16.3) Disposal of managed services business (0.4) (0.3) (0.7)

At 30 April 2013 4.4 5.7 10.1

Current 2.9 3.6 6.5 Non-current 1.5 2.1 3.6

At 30 April 2013 4.4 5.7 10.1

Current 2.5 5.3 7.8 Non-current 3.3 8.3 11.6

At 30 April 2012 5.8 13.6 19.4

Property provisions The provision relates to Group properties that have either been sublet or are vacant. It consists of the discounted value of the differential between future liabilities on the property less any expected future sublet receipts extrapolated to the earliest break point in the contract. In addition there is a dilapidations provision to make the property good at the end of the lease. This is made for all leased properties expiring within the next three years. Restructuring and other provisions The Group has provided in full for the anticipated costs of restructuring certain divisions and is management’s best estimate of this cost. 8. NET DEBT Net debt includes cash and cash equivalents, secured bank loans and loan notes and finance lease liabilities.

Notes 2013

£m 2012

£m

Cash and cash equivalents 93.7 34.8 Secured bank loans and loan notes – current 5 (16.9) (15.3) Secured bank loans and loan notes – non-current 5 (894.7) (822.4) Finance lease liabilities – current 5 (11.7) (9.6) Finance lease liabilities – non-current 5 (16.8) (21.9) Other financial liabilities – current 9(f) (4.0) (5.3) Other financial liabilities – non-current 9(f) (4.3) (4.6) (854.7) (844.3)



8. NET DEBT (continued) Set out below is a reconciliation in cash and cash equivalents to the increase in net borrowings at 30 April 2013.

2013

£m 2012

£m

Net (increase)/decrease in cash and cash equivalents (58.6) 13.2 Effect of foreign exchange rate movements on cash held (0.3) 0.2 Cash and cash equivalents net inflow from increase in debt and debt financing 43.8 (5.6) Movement in net borrowings resulting from cash flows (15.1) 7.8 Amortisation of loan arrangement fees 6.7 6.6 Capitalised finance costs (0.5) — Non cash mezzanine bank loan interest – added to loan 8.3 13.4 Currency translation differences 11.0 (28.0)

Movement in net debt in the year 10.4 (0.2) Net debt at 1 May 844.3 844.5

Net debt at 30 April 854.7 844.3

9. FINANCIAL INSTRUMENTS The Group’s financial assets and liabilities mainly comprise bank borrowings, cash, liquid resources and various items, such as trade and other receivables and trade and other payables that arise directly from operations. The main financial market risks arising from the Group’s operations are credit risk, interest rate risk, foreign exchange risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. The main purpose of the financial instruments is to provide a hedge against the interest rate risk for the Group’s financial liabilities. (a) Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s trade and other receivables from customers. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. The Group does not require collateral in respect of financial assets. At the balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet, principally trade and other receivables. The Group provides credit to customers in the normal course of business and the amount that appears in the balance sheet is net of a provision for impairment of £2.8m (2012: £2.3m). The provision for impairment is calculated in accordance with the Group’s policy based on the age of the financial asset at each period end and specific doubtful debts. Past history suggests that no provision for impairment is required for trade and other receivables not past due.



9. FINANCIAL INSTRUMENTS (continued) (a) Credit risk (continued) The ageing of trade receivables at the year end was:

2013 Gross

£m

2012 Gross

£m

Not past due 92.0 118.9 Past due 0–30 days 18.0 18.2 Past due 31–60 days 5.7 5.7 Past due 61–90 days 2.4 2.5 Past due 90 days and above 5.4 4.7

123.5 150.0

In addition to the above at 30 April 2013 there were also other receivables (long term debtors) of £9.0m (2012: £9.8m). An allowance for impairment of £2.8m (30 April 2012: £2.3m) has been added back to debtors past due 90 days and above in arriving at these figures. The movement in the allowance for impairment in respect of trade and other receivables during the period was as follows:

2013

£m 2012

£m

At 1 May 2.3 1.6 Additional bad debt provision 1.0 0.9 Utilised in the period (0.5) (0.2)

2.8 2.3

(b) Interest rate risk Interest rate risk is the risk of increased net financing costs due to increases in market interest rates. The Group finances its operations and acquisitions through a mixture of retained profits, bank borrowings and equity; the Group’s main interest rate risk therefore comes from its bank borrowings, which the Group borrows principally in Sterling and Euros. The Group policy is to undertake interest rate hedging to protect itself against adverse movements in interest rates (see note 9(g)). Any surplus cash is invested in short-term bank deposits at the prevailing rates of interest in order to achieve the market rate of return. At 30 April 2013, the Group had interest rate hedges in place to reduce its exposure to changes in interest rates. For 2013/14 the exposure is reduced to approximately 88% of the interest cost and in 2014/15 to 65%. The need for further interest rate hedges is reviewed by the Board of Directors annually. This is set out in detail in note 9(g). Due to the interest rate hedges in place the remaining interest rate risk is not materially sensitive to changes in interest rates. At the period end the interest rate profile of the Group’s interest-bearing financial instruments was:

Variable rate instruments 2013

£m 2012

£m


As noted above, interest rate hedges are in place to manage the risk from changing interest rates affecting the cost of these bank loans.

Fixed rate instruments

2013 £m

2012 £m




9. FINANCIAL INSTRUMENTS (continued) (c) Foreign exchange risk The Group operates internationally and is exposed to foreign currency risk on transactions denominated in a currency other than the functional currency and on the translation of the balance sheet and income statement of foreign operations into sterling. The currencies giving rise to this risk are primarily US dollars and Euros. The Group has both cash inflows and outflows in these currencies that create a natural hedge. In managing currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s cash inflows and outflows in a foreign currency. The Group also hedges any material foreign currency transaction exposure. The Group has treated €360m of the long term funding of a subsidiary as a net investment hedge. At 30 April 2013 exchange rates the long term funding was £304.4m (2012: £293.0m) and the net investment shown in goodwill was £304.4m (2012: £293.0m). Over the longer term permanent changes in foreign exchange could have an impact on consolidation of foreign subsidiaries earnings. It is estimated that a general increase of one percentage point in the value of sterling against other currencies would have reduced the Group’s loss before tax by approximately £0.2m (2012: (reduced) £0.3m). (d) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial commitments as they fall due. The Group‘s objective is to ensure that adequate facilities are available through use of bank loans and finance leases. The Group manages liquidity risk through regular cash flow forecasting and monitoring of cash flows, management review and regular review of working capital and costs. The Group regularly monitors its available headroom under its borrowing facilities. At 30 April 2013, £101.6m (2012: £108.9m) of undrawn facilities was available (see note 9(e)). In respect of the Group’s financial liabilities including estimated interest where applicable, the table below includes details (at the balance sheet date) of the periods in which they mature.

30 April 2013 Notes

Book value

£m

Future cash flows

£m

Less than 1 year

£m 1–2 years

£m 2–3 years

£m 3–4 years

£m 4–5 years

£m

More than 5 years

£m

Secured bank loans 5 (911.6) (1,212.3) (67.3) (87.8) (295.2) (295.2) (466.8) —

Finance lease liabilities* 5 (28.5) (28.5) (11.7) (9.4) (4.8) (2.6) — —

Trade and other payables (36.0) (36.0) (36.0) — — — — —

Interest rate collars/SWAPS 9(f) (10.5) (10.5) (2.4) (2.4) (5.7) — — —

Other financial liabilities 9(f) (8.3) (8.3) (4.0) (2.7) (1.3) (0.3) — —

(994.9) (1,295.6) (121.4) (102.3) (307.0) (298.1) (466.8) —

*These liabilities bear interest at a fixed rate.

As noted in the Group Finance Director’s review on page 19, post the year-end the Group has secured additional funding and an agreement for capital maturity dates of the secured bank loans to extend beyond 2017.



9. FINANCIAL INSTRUMENTS (continued) (d) Liquidity risk (continued)

30 April 2012 Notes

Book value

£m

Future cash flows

£m

Less than 1 year

£m 1–2 years

£m 2–3 years

£m 3–4 years

£m 4–5 years

£m

More than 5 years

£m

Secured bank loans 5 (837.7) (1,345.6) (90.3) (90.3) (110.8) (318.2) (318.2) (417.8)

Finance lease liabilities* 5 (31.5) (31.5) (9.6) (10.2) (7.3) (3.2) (1.2) —

Trade and other payables (75.1) (75.1) (75.1) — — — — —

Interest rate collars/SWAPS 9(f) (14.7) (14.7) (13.1) (1.6) — — — —

Other financial liabilities 9(f) (9.9) (9.9) (5.3) (2.4) (1.6) (0.6) — —

(968.9) (1,476.8) (193.4) (104.5) (119.7) (322.0) (319.4) (417.8) *These liabilities bear interest at a fixed rate.

(e) Borrowing facilities The Group has syndicated Senior and Subordinated facility agreements with a number of banks and investment companies providing £660 million and €360 million of available funding. Of these facilities, the Group has the following available committed floating rate borrowing facilities and cash at 30 April 2013 in respect of which all conditions precedent had been met at that date:

2013

£m 2012

£m

Expiring between 2 and 10 years 101.6 108.9

In 2012 the Group entered into a facility secured on UK trade receivables, providing up to £27.5m of additional liquidity. These long-term facilities have been arranged to help finance expansion of the Group’s activities in line with the acquisition strategy in place. Less than 10% of bank facilities need repaying before 2015, giving the Group secured long term funding to support operations.



9. FINANCIAL INSTRUMENTS (continued) (f) Fair values of financial assets and financial liabilities The fair values, together with the carrying amounts shown in the balance sheet, are as follows:

Carrying amount Fair value

Notes 2013

£m 2012

£m 2013

£m 2012

£m

Trade and other receivables 120.7 147.7 120.7 147.7 Other receivables (long-term trade debtors) 9.0 9.8 9.0 9.8 Cash and cash equivalents 93.7 34.8 93.7 34.8 Secured bank loans 5 (911.6) (837.7) (911.6) (837.7) Finance lease liabilities 5 (28.5) (31.5) (28.5) (31.5) Other financial liabilities – current Interest rate collars/SWAPs – Liabilities (2.4) (14.7) (2.4) (14.7) Other financial liabilities (4.0) (5.3) (4.0) (5.3) (6.4) (20.0) (6.4) (20.0) Other financial liabilities – non-current Other financial liabilities (4.3) (4.6) (4.3) (4.6) Interest rate collars/SWAPs – Liabilities (8.1) — (8.1) — (12.4) (4.6) (12.4) (4.6) (735.5) (701.5) (735.5) (701.5)

Included in other financial liabilities are assets of £8.3m secured by other financial liabilities of £4.0m due under a year and £4.3m due over a year (2012: £9.9m secured by other financial liabilities of £5.3m due under a year and £4.6m due over a year). Estimation of fair values The fair values of financial instruments reflect the market value at the balance sheet date. The market value of interest rate collars is determined from valuations provided by the issuing financial institution adjusted for credit risk. All other financial instruments are stated at their carrying values which are not materially different to the market value. (g) Hedging In respect of our overall borrowings this covers 88% of our interest exposure in 2013/14 and 65% in 2014/15. The average rate of interest fixed over the period is in the range 1.0% to 2.2% for Sterling and 1.0% to 2.2% for Euros plus margin. Margin is payable under the Group’s loan facilities dependent on the ratio of debt to EBITDA and ranges from 1.75% to 8.5%. The effect of the arrangement is to limit any detrimental interest rate moves over the period to the amount of debt not covered by these instruments. These positions are reviewed annually by the Board. The Group also hedges any material foreign currency transaction exposure. Transaction exposures are reviewed periodically and hedged. The Group undertakes interest rate hedging to protect itself against adverse movements in interest rates. Hedging is put in place when significant amounts of borrowing are incurred. A summary of the Group’s interest rate hedging position (including interest rate hedges taken on as part of the “acquired group”) is given in note 9(d). The figures quoted represent total interest costs including funding margin. Note 9(d) gives details of the carrying value and expected future cash flows associated with the interest rate collars/SWAPS. The Group has not applied hedge accounting to the interest rate hedges. The fair value of the interest collars and SWAPs is determined by valuations provided by the issuing financial institution of those instruments and is taken through the income statement.



9. FINANCIAL INSTRUMENTS (continued) (h) Capital Management The Group’s objectives when managing capital (retained profits and bank borrowings) are to safeguard the Group’s ability to continue as a going concern, support the growth of the business and to maintain an optimal capital structure to reduce the cost of borrowing. The Group finances its operations through a combination of retained profits, equity and bank borrowings (see note 5). 10. ACCOUNTING ESTIMATES AND JUDGEMENTS The following sets out the key assumptions concerning the future and key sources of estimation and uncertainty at the balance sheet date that may cause material adjustment to the carrying amounts of assets or liabilities within the next financial year. Revenue recognition The revenue and profit of fixed price contracts is recognised on a percentage completion basis when the outcome of a contract can be estimated reliably. Management exercises judgement in determining whether a contract’s outcome can be estimated reliably. Management also make some estimates in the calculation of future contract costs, which are used in determining the value of amounts recoverable on contracts. Estimates are continually revised based on changes in the facts relating to each contract. Pensions Details of the principal actuarial assumptions used in calculating the recognised liability for the defined benefit plans are given in note 6. Changes to the discount rate, mortality rates and actual return on plan assets may necessitate material adjustments to this liability in the future. Provisions Provisions are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events which can be reasonably estimated. The timing of recognition requires the application of judgement to existing facts and circumstances, which can be subject to change. Note 7 to the accounts contain information about the assumptions made concerning the Group’s provisions. Fair value measurement on a business combination The measurement of fair values on a business combination requires the recognition and measurement of the identifiable assets, liabilities and contingent liabilities. The key judgements involved are the identification and valuation of intangible assets which require the estimation of future cash flows and the selection of a suitable discount rate. Impairment of intangible assets, including goodwill Following the acquisition of Northgate Information Solutions plc in 2007/08, the Group has significant carrying values of goodwill and intangible assets, such as customer relationships, technology based assets and trade names and other marketing related assets. Goodwill and other intangible assets are tested annually for impairment. The impairment tests involve estimation of future cash flows and the selection of a suitable discount rate. These require an estimation of the value-in-use of the cash generating units to which the intangible assets are allocated.



10. ACCOUNTING ESTIMATES AND JUDGEMENTS (continued) Recognition of internally generated intangible assets from development Under IFRS, internally generated intangible assets from the development phase are recognised if certain conditions are met. These conditions include the technical feasibility, intention to complete, the ability to use or sell the asset under development and the demonstration how the asset will generate probable future economic benefits. The cost of a recognised internally generated intangible asset comprises all directly attributable cost necessary to make the asset capable of being used as intended by management. In contrast, all expenditures arising from the research phase are expensed as incurred. We believe that the determination whether internally generated intangible assets from development are to be recognised as intangible assets requires significant judgement, particularly in the following areas:

• The determination whether activities should be considered research activities or development activities;

• The determination whether the conditions for recognising an intangible asset are met requires assumptions about future market conditions, customer demand and other developments;

• The term ‘technical feasibility’ is not defined in IFRS, and therefore the determination whether completing an asset is technically feasible requires a company-specific and necessary judgemental approach;

• The determination of the future ability to use or sell the intangible asset arising from the development and the determination of probability of future benefits from sale or use, and

• The determination whether a cost is directly or indirectly attributable to an intangible asset and whether a cost is necessary for completing a development.

Development Costs During the year the Group changed the rate of amortisation of development costs from 3 to 5 years resulting in a decrease in amortisation charge for the year of £7.3m (2012: £nil) following a reassessment of the estimated useful lives of these assets. Taxation The Group is subject to corporate taxes in numerous jurisdictions. Management is required to exercise significant judgement in determining the worldwide provision for corporate taxes. Certain transactions require the use of estimates and judgements to determine the financial effect where the ultimate tax determination is uncertain. When the final outcome of such matters is different, from previous estimates, such differences will impact on the corporate tax in the period in which the determination is made.

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DirectorsAdel Al-Saleh Group Chief ExecutiveBrian Carroll ChairmanWilliam L. Cornog Non-Executive DirectorJohn R. Stier Group Finance DirectorEdouard Pillot Non-Executive Director

Special Adviser to the BoardSir Roger Carr

Registered Offi cePeoplebuilding 2Peoplebuilding EstateMaylands AvenueHemel HempsteadHP2 4NW

Registered Number6442582

AuditorsKPMG Audit Plc15 Canada SquareLondon E14 5GL

BankersBarclays Bank Plc28 George StreetLuton LU1 2AE

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Northgate Information Solutions LimitedSummary Annual Report and Accounts 2012/2013

Northgate Information Solutions LimitedPeoplebuilding 2Peoplebuilding EstateMaylands AvenueHemel HempsteadHP2 4NW

01442 232424

www.northgate-is.com

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