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Xansa PLC (XAN)

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Wednesday 16 January, 2002

Xansa PLC

Interim Results

Xansa PLC
16 January 2002


Wednesday 16 January 2002


Hilary Cropper, Executive Chairman
Geoff Dunn, Group Finance Director
Steve Stratton, Investor Relations Director        On 16 January: 020 7831 3113
Xansa plc                                              Thereafter: 01442 233339


Giles Sanderson
Ben Atwell
Financial Dynamics                                                020 7831 3113




                                   XANSA PLC
                            STRONG INTERIM RESULTS
                   FOR THE SIX MONTHS ENDED 31 OCTOBER 2001

Xansa specialises in four key areas: Information Technology, Business Process
Management, Outsourcing and Business Consulting.   The company operates in the
UK, North America, Continental Europe, India and Asia-Pacific.

                                 KEY FEATURES

*         Turnover increased by 32% to £269.2m (H1 2000: £204.0m)
*         Total operating profit grew by 49% to £24.4m (H1 2000: £16.4m)
*         Profit before tax rose by 54% to £23.1m (H1 2000: £15.0m)
*         Profit after tax increased by 48% to £15.7m (H1 2000: £10.6m)
*         Diluted earnings per share grew by 7.5% to 3.59p (H1 2000: 3.34p)
*         Order Bank increased by 6.3% to £442m (H1 2000: £416m)


The figures above are quoted before £0.9m relating to the distribution of
shares from the Trust and goodwill amortisation of £21.3m, an increase of £0.5m 
on the previous half year, arising from the acquisition of Synergy 
International. EPS is taken after accounting for the minority interest in FBS
of £4.2m to HBOS.

*         Further impressive turnaround of Enterprise Solutions business -
          turnover up 136% to £48.6m
*         Launch of new Business Process Management unit with £250m BT deal as
          its intended first client
*         Continuing momentum in Systems Integration business - turnover up
          23% to £151m
*         Business Change revenues down, as previously indicated, by 5% to      
          £41.9m
*         Forecast exceptional rationalisation costs increase to £8.5m, from £4m
          previously announced in November 2001
*         Successful repositioning of First Banking Systems within the
          enlarged HBOS
*         Post period end; £125m proposed joint business venture with Barclays


Commenting on the results, Hilary Cropper CBE, Executive Chairman, said:

'I am again very pleased to announce a strong set of interim results for Xansa
against the background of a tighter economic climate.

We believe that the outsourcing trend for large-scale IT processes is now well
established and the order pipeline for further large deals has strengthened.
We are also very pleased to have established a new business in Business
Process Management at the early stages of what we believe will be an even
larger international market.  Both these factors give Xansa considerable
opportunities for continuing long-term growth.

The Enterprise Solutions business also represents a significant growth
prospect as large international organisations focus on enterprise-wide process
improvements.  These in turn will form the kernel of future business process
outsourcing opportunities.

Nevertheless the immediate future is hard to read.  Post 11 September, the
initial reaction of many organisations was to cut discretionary spend.  Whilst
there are some signs that this factor will ease, there has been an effect on
the business forecasts for the current period, particularly in the area of
Business Change consulting.  We now expect the turnover from Business Change
in the full year to be approximately 20% down resulting in a breakeven
contribution from this unit. We have responded rapidly to the situation by
bringing forward a number of rationalisation items in addition to those we
announced in November.

Whilst taking a cautious view of the coming months, the Board remains
confident that the actions it has taken along with the company's prospects for
further growth will underpin management expectations for next year and will
continue to increase shareholder value in the future.'


Chairman's Statement

I am again very pleased to announce a strong set of interim results for Xansa
against the background of a tighter economic climate.

Highlights of the period have been the continuing dramatic turnaround of the
Enterprise Solutions business, the launch of a new Business Process Management
unit with BT as its intended foundation client, the momentum built into the
Systems Integration business through the successful delivery of the AXA
SunLife IT outsourcing contract and the repositioning of First Banking
Systems, the original Xansa/Bank of Scotland joint venture, within the
enlarged HBOS.

The only material area of disappointment has been our Business Change
consulting practice representing 16% of turnover, which, alongside its
competitors, has seen a softening in demand as the economy has slowed.
However, despite this weakness, the importance of Business Change is shown by
its inclusion in over two thirds of our top clients.

Just after the period end, we announced with Barclays, our intention to form a
joint business venture to deliver strategic IT excellence to Barclaycard.
This proposed contract will be for five years with guaranteed minimum revenues
of £125m and will involve the transfer of approximately 450 people to Xansa.
We expect this contract to commence in the first quarter of this calendar
year.  It is pleasing to see that the model we pioneered with First Banking
Systems is just as applicable as it is refined in another context.

The establishment of our new Xansa name and corporate identity has been so
successful that it is hard to remember it was launched only at the start of
the period on 1 May.  Rebranding has achieved its aim of pulling together the
various parts of the company, allowing us to develop and market a unified
position that is helping us secure business.  I also continue to receive
numerous comments and anecdotal evidence that it has significantly increased
awareness of the company on an international footing.

Financial Results

*         Turnover increased by 32% to £269.2m (H1 2000: £204.0m)
*         Total operating profit grew by 49% to £24.4m (H1 2000: £16.4m)
*         Profit before tax rose by 54% to £23.1m (H1 2000: £15.0m)
*         Profit after tax increased by 48% to £15.7m (H1 2000: £10.6m)
*         Diluted earnings per share grew by 7.5% to 3.59p (H1 2000: 3.34p)
*         Order Bank increased by 6.3% to £442m (H1 2000: £416m)

The figures above are quoted before £0.9m relating to the distribution of
shares from the Trust and goodwill amortisation of £21.3m, an increase of £0.5m 
on the previous half year, arising from the acquisition of Synergy 
International.

For comparative purposes, if we restated the results on a like for like basis
with First Banking Systems as a consolidated subsidiary, turnover would have
increased by 28%, and operating profit by 20% with a slight decrease (0.6%) in
operating margin.

EPS is taken after accounting for the minority interest in FBS of £4.2m to
HBOS.

The cash position has improved significantly not only year on year, but also
since the year end.  Whilst the business grew by 32% since the same period
last year, working capital requirements have reduced by over 78%, the growth
being £5.6m compared to £26.1m last year.  Borrowings have also reduced by
over 51%, to £22.9m since the same period last year, and have remained
virtually flat since year end.

Business Performance

The move towards bigger contracts is changing the pattern of order taking.  We
were very pleased to announce the two proposed deals with Barclays and BT,
which have yet to be included in the closing Order Bank.  Taking account of
these two proposed deals the Order Bank would have grown by over 96% year on
year to approximately £817m, up 56% since last year end.

Other large orders taken during the period, were with Barclays for £13.6m, ICI
Quest for £10.4m, Legal & General for £10.5m, Learning and Skills Council for
£8.4m, Department for Education and Skills for £8.4m, and Guinness UDV for £
8m, with other large orders with HM Customs and Excise, Thames Water, HBOS,
and Singapore International Airlines.

The Systems Integration business, which includes the Indian delivery channel
and First Banking Systems (FBS), has shown continuing steady growth of 23% to
£151m.  The AXA SunLife contract is now well into its first year and is
progressing extremely well as we become involved in their major change
programme.  HBOS has agreed to continue its commitment to FBS, selecting FBS
to support the development of their strategic Core Banking Systems for use
within the Bank's Corporate and Business Banking Divisions.  However, we were
disappointed to lose the renewal of the DfES contract to one of our
competitors, despite pricing our rebid very keenly and are sad to lose our
employees through this transfer.  Obviously we are doing all we can to ensure
they are looked after well.

Enterprise Solutions has increased turnover by 136% to £48.6m since the same
period last year, of which £10.7m results from the inclusion of Synergy
International, which was acquired in April 2001.  Total contribution from the
Enterprise Solutions unit has moved from a loss of £2.4m to a profit of £4.7m.
Enterprise Solutions has won major contracts with Guinness UDV and Boots,
with whom we have signed a strategic partnership.  Cross selling the Xansa
proposition is having a major impact on this business, with Enterprise
Solutions now working for half the top 30 Xansa clients on strategic
enterprise wide and customer relationship management programmes.

We indicated at the AGM in September and again in November that the market for
Business Change had been affected by deteriorating market conditions.  This is
reflected in the results for Business Change, which has shown a decline in
turnover of 5% to £41.9m compared with the same period last year and a 14%
decline compared with the second half of 2001.  This has impacted utilisation,
reducing margins from 16.6% to 2.4% year on year.

Despite these conditions, the importance of Business Change is shown by its
inclusion in over two thirds of our top clients.  It was never our intention
to enter the pure consultancy market, rather to have the capability to
continue to win large outsourcing contracts and to undertake large-scale
developments necessary for business transformational change.  Business Change
has already moved into this role with almost half of its business coming from
Xansa's main clients.

Xansa Recruitment saw exceptional growth in turnover to £27.9m up 67% over the
same period last year, as a result of its more targeted offerings.  However
this market is currently experiencing a down-turn and the business is expected
to revert to its previous level.

We were very pleased to launch the new Business Process Management (BPM)
business in October, with BT as its proposed foundation client.   BT has
announced its intention to outsource to Xansa the majority of their shared
financial accounting processes.  The proposed contract, valued at
approximately £250m, will be for seven years and involve the transfer of
approximately 500 people to Xansa.  Contract negotiations are progressing well
and it is anticipated that the contract will start on 1 April 2002.  The new
business unit represents an exciting growth opportunity and we have received
much interest from existing and prospective clients as a result of our
announcements.

Our international business continues to expand, ahead of the overall growth of
the UK business, driven by the integration of the Indian Delivery Channel, the
securing of contracts such as Guinness UDV and Singapore International
Airlines, as well as extending the relationship with Goodrich.  Including
Synergy in the USA, our international business now accounts for nearly a fifth
of all revenues.  Synergy produced good results in its first full period,
delivering £10.7m of turnover taking total North American revenue to £23.3m, a
rise of 68%.  However, excluding Synergy, North American turnover dropped by
9% to £12.6m.  India continued to show strong growth, up 78% to £16.5m in the
same period.

In India, our campus developments have been initiated in Delhi and Chennai,
with Pune to follow.  The skill and expertise of our Indian operation has been
recognised by the achievement of the top quality rating from the USA Software
Engineering Institute at the first attempt.  The local education business,
which is relatively small, has suffered recently so we have reduced our
exposure in that market.  As part of the development of the BPM business,
India has successfully implemented a back office BPM pilot for one of our
major clients which has delivered significant savings.

In North America, the integration of Synergy has allowed the full range Xansa
capabilities to be better utilised especially in the Aerospace and Defence
markets.  Our enhanced capacities in North America has allowed us to make
significant wins in a major Canadian Chip Card programme, as well as with TD
Waterhouse and Guinness UDV.

The mix of business has changed slightly since the last period, with Banking
and Insurance increasing its overall share.


*         Banking and Insurance: 48% (last full year: 44%)
*         Utilities and TMT: 19% (last full year: 28%)
*         Retail and Consumer Goods: 14% (last full year: 16%)
*         Government: 9% (last full year: 7%)
*         Pharmaceuticals: 4% (last full year: 3%)
*         Aerospace and Defence: 6% (last full year: 2%)


The type of business has also changed since the last full period, with rises
in areas such as enterprise applications helping to support the reduction in
consultancy.


*         Applications Management: 50% (last full year: 49%)
*         Business Consultancy: 16% (last full year: 22%)
*         Enterprise Applications: 17% (last full year: 10%)
*         e-Business and CRM: 7% (last full year: 10%)
*         Recruitment: 10% (last full year: 9%)


Also the split between the business units has changed slightly.


*         Systems Integration: 36% (last full year: 41%)
*         First Banking Systems: 13% (last full year: 11%)
*         Xansa India: 7% (last full year: 7%)
*         Business Change: 16% (last full year: 21%)
*         Enterprise Solutions: 18% (last year: 11%)
*         Xansa Recruitment: 10% (last year: 9%)


Workforce

Worldwide workforce numbers, expressed as half yearly average full-time
equivalents, have grown by 1,191 to 6,454 since the same period last year, of
which approximately 80% are salaried.  Of the salaried workforce, our overseas
staff has grown to nearly 1,700, representing nearly a quarter of the
workforce.

Our emphasis on the development of the individual has been recognised again
as, for the fourth successive year, we have been included as one of the top
100 best employers in the UK.

The development of our internal systems to support our continuing growth has
resulted in the presentation of the excellence award in e-HR, recognising the
use we have made of technology as a strategic tool in integrating HR systems
across the businesses.

I am pleased to say that the important values that underpin the company are
being recognised externally, as we were included in the new FTSE4Good index
launched in July.


Board Changes

We were pleased to welcome David Thomas to the Xansa Board as a Non-Executive
Director on 2 November 2001.  David has been the Chief Executive of Whitbread
PLC, the leading leisure business, since 1997, having been appointed to the
Whitbread Board in 1991.  He also has been a Director of Capital Group and WH
Brakspear & Sons plc.  We are delighted that someone with David's breadth of
experience and understanding of our business model has joined the Board.

After seven years as a Non-Executive Director, Sir Kit McMahon retired from
the Board at the end of 2001.  During his time, Sir Kit has provided
invaluable support and guidance to us all particularly throughout the
flotation of the company in 1996, and as Chairman of the Audit Committee.  I
should like to thank him for his distinguished contribution and for the
quality of advice he has always given me on a personal level.

Employee Share Ownership

The Board has continued its commitment to promoting employee share ownership
worldwide, recognising that this is a key element in helping to bind our
organisation together and give us competitive advantage.  I am very pleased to
report that this commitment has been recognised when in December Xansa was
commended in two categories of the 2001 ProShare Awards.  Under the Best New
Employee Share Ownership Plan, Xansa was commended for its new All Employee
Share Ownership Plan (AESOP) which ProShare described as highly flexible, and
'which is delivered with high levels of support for employees'.  Under the
Most Successful International Expansion of Employee Share Ownership category,
ProShare commended Xansa because it had also made employee share ownership
part of its company culture internationally, linking all employees to its
vision and brand.

The AESOP was launched in August 2001 with a grant of £3,000 worth of free
shares to all UK employees.  Already over 50% of UK employees participate in
the AESOP facility of having regular monthly deductions made from salary to
buy Partnership shares.

For employees located overseas, we launched the new All Employee International
Share Option Scheme and this has been designed to provide broadly comparable
benefits with those enjoyed by our UK employees, subject to legal and tax
regulations in the countries in which we operate.  Although still very early,
we are pleased with the initial indications of take-up.

To enable Xansa to compete in the recruitment and retention of senior
individuals, the Board introduced a new Management Incentive Plan in September
following shareholders' approval at the AGM.  Under this plan, options of
between 25% and 100% of salary can be granted dependent on performances of the
company, the individual and on their seniority.

On 31 October 2001, the employees, together with the Employee Trusts, held 29%
of the company's shares compared to 30% on 30 April 2002.

Dividends

The Board is recommending holding the dividend payment at last years level of
1.08p per share taking into account the cash outflow required for the
rationalisation programme.  This is in line with the Board's policy of moving
towards a dividend cover of 3 to 4 times.

Rationalisation Programme

In spite of the success and strong performance, and in the light of the
worsening economic conditions, the Board has taken firm action to reduce costs
whilst protecting our revenue earning capability.

As a result we have reviewed all business areas to realign specialist areas to
forecast demand, and take the benefits possible from closer integration of
management and sales activities across the business groups.

Initiatives undertaken since the period close include the withdrawal of our
plans to enter the permanent recruitment market, realignment of the Customer
Relationship Management (CRM) resources, rationalisation of management and
sales activities, and a down-sizing of the Business Change unit to reflect
anticipated demand over the next 12 months.  We are using the flexibility of
our cost base to reduce contractors rather than employees where possible.

The cost of this programme has now increased and will be in the order of £
8.5m, the vast majority of which falls in the second half year, and which will
be taken as an exceptional item.  Annualised savings from this programme will
be in excess of £15m.

The number of employees affected by the changes total some 250 people,
representing about 4% of our total headcount.

Whilst these are small numbers compared with the cutbacks announced by the
majority of our competitors, they are no less painful for the people involved.
  It is with great sadness that we feel forced to implement these measures and
we have resolved to handle the personal issues created as sensitively as
possible.

Outlook

We believe that the outsourcing trend for large-scale IT processes is now well
established and the order pipeline for further large deals has strengthened.
We are also very pleased to have established a new business enterprise in
Business Process Management at the early stages of what is forecast to be an
even larger international market.  Both these factors give Xansa considerable
opportunities for continuing long-term growth.

The Enterprise Solutions business also represents a significant growth
prospect as large international organisations focus on enterprise-wide process
improvements.  These in turn will form the kernel of future business process
outsourcing opportunities.

Nevertheless the immediate future is hard to read.  Post 11 September, the
initial reaction of many organisations was to cut discretionary spend.  Whilst
there are some signs that this factor will ease, there has been an effect on
the business forecasts for the current period, particularly in the area of
Business Change consulting.  We now expect the turnover from Business Change
in the full year to be approximately 20% down resulting in a breakeven
contribution from this unit.

We have responded rapidly to the situation by bringing forward a number of
rationalisation items in addition to those we announced in November.

Overall the Xansa integrated consultancy and outsourcing model is well
positioned in its markets and is seen as an increasingly attractive partner to
both clients and acquisition prospects.

Whilst taking a cautious view of the coming months, the Board remains
confident that the actions it has taken along with the company's prospects for
further growth will underpin management expectations for next year and will
continue to increase shareholder value in the future.


Consolidated profit and loss account
                                               6 months to6 months to  Year to
                                                    31 Oct     31 Oct  30 April
                                                      2001       2000      2001
                                                (reviewed) (reviewed) (audited)
                                           Note      £'000      £'000     £'000
Turnover:
Group including share of joint venture's    3      269,230    204,018   434,656
turnover
Less: share of joint venture's turnover                  -   (21,806)  (43,421)
Group turnover                                     269,230    182,212   391,235
Group operating profit (loss):
Operating profit pre goodwill amortisation and      24,433     12,598    37,067
distribution of shares from the trust
Distribution of shares from the trust                (949)          -         -
Goodwill amortisation                             (21,300)   (20,780)  (41,627)
Group operating profit (loss)                        2,184    (8,182)   (4,560)
Share of operating profit in:
Joint venture                                            -      3,818     8,009
Associate                                                -          -       223
Amortisation of goodwill arising on                      -          -       (8)
acquisition of associate
Total operating profit (loss): Group and share       2,184    (4,364)     3,664
of joint venture and associate

Net interest payable                               (1,336)    (1,382)   (3,012)
Profit (loss) on ordinary activities                   848    (5,746)       652
before taxation
Profit (loss) on ordinary activities
before taxation analysed between:
Profit on ordinary activities before taxation,      23,097     15,034    42,287
goodwill amortisation and distribution of
shares from the trust                               
Distribution of shares from the trust                (949)          -         -
Goodwill amortisation                             (21,300)   (20,780)  (41,635)
                                                       848    (5,746)       652
Taxation                                    4      (7,368)    (4,480)  (13,063)
Loss on ordinary activities after taxation         (6,520)   (10,226)  (12,411)
Equity minority interests                          (4,175)          -     (483)
Loss attributable to shareholders                 (10,695)   (10,226)  (12,894)
Dividends                                   5      (3,416)    (3,462)  (10,133)
Transfer from reserves                            (14,111)   (13,688)  (23,027)

                                                  6 months   6 months   Year to
                                                        to         to
                                                    31 Oct     31 Oct  30 April
                                                      2001       2000      2001
                                                                   as
                                                             restated
                                           Note (reviewed) (reviewed) (audited)
Earnings per share - pre goodwill           6
amortisation and distribution of shares
from the trust
- basic                                              3.64p      3.46p     9.41p
- diluted                                            3.59p      3.34p     9.15p
Loss per share                              6
- basic                                            (3.46p)    (3.35p)   (4.22p)
- diluted                                          (3.46p)    (3.35p)   (4.22p)


Statement of total recognised gains and losses
                                               6 months to 6 months to   Year to
                                                    31 Oct     31 Oct  30 April
                                                      2001       2000      2001
                                                (reviewed) (reviewed) (audited)
                                                     £'000      £'000     £'000

Loss for the period excluding share of profits of (10,695)   (13,055)  (18,896)
joint venture and associate
Share of joint venture's profit for the period           -      2,829     5,859
Share of associate's profit for the period               -          -       143
Loss attributable to shareholders                 (10,695)   (10,226)  (12,894)
Exchange differences on retranslation of net         (739)      (137)      (94)
assets of subsidiary undertakings
Unrealised gain on recognition of the Quest              -          -    43,764
Tax charge on gift of shares from the Quest          (475)          -         -
Total recognised (losses) gains relating to the   (11,909)   (10,363)    30,776
period


Consolidated balance sheet
                                                 31 Oct     31 Oct     30 April
                                                   2001       2000         2001
                                             (reviewed) (reviewed)    (audited)
                                        Note      £'000      £'000        £'000
Fixed assets
Intangible assets                               779,435    800,817      800,874
Tangible assets                                  23,056     21,061       22,191
Investments
Investments in joint venture:
Share of gross assets                                 -     10,750            -
Share of gross liabilities                            -    (9,777)            -
                                                      -        973            -
Own shares                                       53,913      1,797       55,149
Other investments                                     -        927            -
                                                 53,913      3,697       55,149
                                                856,404    825,575      878,214
Current assets                           7      118,673     95,291      116,066
Creditors due within one year
Short term borrowings                          (20,868)   (28,603)     (23,679)
Other creditors                                (78,248)   (67,277)     (90,212)
                                               (99,116)   (95,880)    (113,891)
Net current assets (liabilities)                 19,557      (589)        2,175
Total assets less current liabilities           875,961    824,986      880,389
Long term borrowings                           (30,547)   (26,549)     (23,186)
Provisions for liabilities and charges          (2,620)    (2,576)      (1,229)
Net assets                                      842,794    795,861      855,974

Capital and reserves
Share capital                                    16,377     16,080       16,331
Reserves                                        824,845    779,781      838,470
Total equity shareholders' funds                841,222    795,861      854,801
Minority Interests
Equity interests in subsidiary                    1,572          -        1,173
undertakings
                                                842,794    795,861      855,974


Consolidated cash flow statement
                                          Note 6 months to 6 months to  Year to
                                                    31 Oct     31 Oct  30 April
                                                      2001       2000      2001
                                                (reviewed) (reviewed) (audited)
                                                     £'000      £'000     £'000

Cash inflow (outflow) from operating        8       23,100    (9,570)    23,962
activities
Dividends from joint venture                           -        2,729     2,729
Returns on investments and servicing of            (1,430)    (1,508)   (3,740)
finance
Taxation                                           (7,441)    (1,821)   (7,594)
Capital expenditure and financial                  (5,034)    (3,217)   (7,307)
investment
Acquisitions                                         (586)    (1,938)    13,042
Equity dividends paid                              (5,757)    (3,398)   (6,093)
Dividends paid to minorities                       (3,478)        -         -
Cash (outflow) inflow before use of liquid           (626)   (18,723)    14,999
resources and financing
Management of liquid resources              9        (310)         99        16
Financing                                            5,291     11,740   (5,577)
Increase (decrease) in cash at bank and in  10       4,355    (6,884)     9,438
hand


Notes to the Accounts

1.     General

The interim financial statements for the period to 31 October 2001 were
approved by the Board on 15 January 2002.  They are unaudited but have been
reviewed by the Auditors.  The comparative figures for the year to 30 April
2001 have been abridged from the Group's statutory accounts which have been
delivered to the Registrar of Companies.  The Auditor's report on the
statutory accounts was unqualified and did not include a statement under
Section 237 (2) or (3) of the Companies Act 1985.

2.     The accounting policies set out in the Group's financial statements for
the year to 30 April 2001 have been applied for the purposes of this
statement, except in relation to deferred taxation where the Group has taken
the opportunity of adopting FRS 19, Deferred Taxation, early.  The
implementation of FRS 19 has not had any effect on the prior years results.

3.     Geographic analysis
                          6 months ended 31 October 2001 (reviewed)
               Turnover by  Turnover     Operating     Operating     Net assets
               destination by source     profit by     profit by    employed by
                                          source *        source         source
                     £'000     £'000         £'000         £'000          £'000

United Kingdom     236,147   218,404        18,067       (3,679)        801,259
India                  182    16,540         6,275         6,275          4,740
United States       22,673    22,645         1,068           565         30,041
of America
Rest of World       10,228    11,641         (977)         (977)          5,182

                   269,230   269,230        24,433         2,184        841,222

Minority                 -         -             -             -          1,572
interests
                   269,230   269,230        24,433         2,184        842,794

                          6 months ended 31 October 2000 (reviewed)
                     £'000     £'000         £'000         £'000          £'000

United Kingdom     
- Group            158,696   154,285        10,258      (10,522)        786,998
India                1,607     9,276         1,012         1,012          6,144
United States       14,274    13,939         1,251         1,251          (625)
of America
Rest of World        7,635     4,712            77            77          2,371

                   182,212   182,212        12,598       (8,182)        794,888

United Kingdom      21,806    21,806         3,818         3,818            973
- joint
venture
                   204,018   204,018        16,416       (4,364)        795,861

                             Year ended 30th April 2001 (audited)
                     £'000     £'000         £'000         £'000          £'000

United Kingdom     341,906   327,047        33,528       (8,066)        817,740
- Group
India                2,549    21,665         2,767         2,767          7,878
United States       30,228    30,287           822           789         25,255
of America
Rest of World       16,552    12,236          (50)          (50)          3,928

                   391,235   391,235        37,067       (4,560)        854,801

United Kingdom      43,421    43,421         8,009         8,009              -
- joint
venture
Associate                -         -           223           215              -
Minority                 -         -             -             -          1,173
interests

                   434,656   434,656        45,299         3,664        855,974

*Before goodwill amortisation and distribution of shares from the trust
In accordance with FRS 9, the Group's turnover includes £nil - (6 months ended
31 October 2000 £16,738,000, year ended 30 April 2001 £32,847,000) billed to
the joint venture for the supply of services.

4.     Taxation
                                              6 Months   6 Months      Year to
                                                    to         to
                                                31 Oct     31 Oct     30 April
                                                  2001       2000         2001
                                            (reviewed) (reviewed)    (audited)
                                                 £'000      £'000        £'000

UK Corporation tax                               3,685      2,783       10,032
Overseas taxes                                     700        329          351
Corporation tax under provided in previous         235        156           91
years
Deferred taxes                                   2,748          -            -
Share of joint venture taxation                      -      1,212        2,513
Share of associate taxation                          -          -           76
                                                 7,368      4,480       13,063

5.     Dividends

The Interim dividend of 1.08p (2000: 1.08p) per share will be paid on 12 April
2002 to members registered at the close of business on 30 January 2002.

6.     Earnings per share

The 6 months to October 2000 weighted average number of shares has been
restated to reflect the impact of the shareholdings of the Xansa 1995
Qualifying Employee Share Ownership Trust (QUEST).

7.     The analysis of current assets is as follows:


                                        31 October      31 October    30 April
                                              2001            2000        2001
                                         (reviewed)     (reviewed)   (audited)
                                             £'000           £'000       £'000
Trade debtors                               56,496          52,113      65,836
Amounts due from joint venture                   -           2,922           -
Amounts to be billed on contracts           24,932          19,886      16,287
Other debtors                                8,682          12,789       9,891
Cash on deposit and at bank                 28,563           7,581      24,052
                                           118,673          95,291     116,066


8.     Reconciliation of operating profit to net cash inflow (outflow) from
       operating activities
                                    6 months to    6 months to          Year to
                                     31 October     31 October    30 April 2001
                                           2001         2000
                                     (reviewed)     (reviewed)        (audited)
                                          £'000          £'000            £'000

Operating profit (loss)                   2,184        (8,182)          (4,560)
Depreciation charge                       4,174          3,907            8,432
(Profit) loss on sale of tangible           (2)             30            (439)
assets
Amortisation of goodwill                 21,300         20,780           41,627
Loss (profit) on sale of own                 79            (4)              (3)
shares
Distribution of shares from the             949              -                -
trust
Decrease (increase) in debtors            1,676       (17,294)          (5,114)
Decrease in creditors and               (7,260)        (8,807)         (15,981)
provisions
                                         23,100        (9,570)           23,962


9.     Analysis of changes in net debt

                        At 1 May    Cash  Other non-cash    Exchange  At 31 Oct
                            2001    flow         changes    movement       2001
                           £'000   £'000           £'000       £'000      £'000

Cash at bank and in       23,912   4,299               -        (96)     28,115
hand
Overdrafts                  (56)      56               -           -          -
                                   4,355
Debt due within 1 year  (23,312)   2,848           (172)          33   (20,603)
Debt due after 1 year   (22,345) (7,857)             172           6   (30,024)
Finance leases           (1,152)     363               -           1      (788)
                                 (4,646)
Cash deposits maturing       140     310               -         (2)        448
in one year
                        (22,813)      19               -        (58)   (22,852)


10.      Reconciliation of net cash flow to movement in net (debt) funds

                                                6 Months   6 Months     Year to
                                                      to         to
                                                  31 Oct     31 Oct    30 April
                                                    2001       2000        2001
                                              (reviewed) (reviewed)   (audited)
                                                   £'000      £'000       £'000

Increase (decrease) in cash in period              4,355    (6,884)       9,438
Cash (inflow) outflow from (increase)            (4,646)   (10,410)       7,876
decrease in debt and lease financing
Cash outflow (inflow) from increase                  310       (99)        (16)
(decrease) in liquid resources
Change in net debt resulting from cash flows          19   (17,393)      17,298
Translation difference                              (58)        142         149
New finance leases                                     -          -        (15)
Loans and finance leases acquired with                 -          -     (9,925)
subsidiary undertaking
Movement in net debt in the period                  (39)   (17,251)       7,507
Net debt at period start                        (22,813)   (30,320)    (30,320)
Net debt at period end                          (22,852)   (47,571)    (22,813)