talent transformed 
Annual Report and Accounts 2013
Rethink Group Annual Report and Accounts 2013
“ Challenging. 
Rethinking. 
Transforming.” 01 Highlights
02 Chairman’s statement
04 Chief Executive’s statement
06 Strategic report
07 Financial review
08 Plc Board
09 Executive Board
10 Report of the Directors
13 Corporate governance
14 Report of the Remuneration Committee
15 Independent auditor’s report
16  Consolidated statement of comprehensive income
17  Consolidated statement of changes in equity
18  Company statement of changes in equity
19  Consolidated statement of financial position
20  Company statement of financial position
21 Consolidated statement of cash flows
22 Company statement of cash flows
23 Notes to the financial statements
IBC Company information
www.rethinkgroupplc.com
Rethink Group provides business 
transformation services through 
Talent Management and 
Recruitment. These mutually 
supported activities work in 
synergy and support our 
growing customer base.  01
Rethink Group  Annual Report and Accounts 2013
Highlights
Financial Highlights
• Record Group revenue achieved, increasing 28.0% to £111.7m (2012: £87.3m) from 
continuing operations
• Net Fee Income* (‘NFI’) from continuing operations increased 7.6% to £19.6m (2012: 
£18.2m) with Talent Management NFI increasing 28.1 % to £5.3m (2012 restated: £4.1m)
• Group EBITDA before separately identifiable items increased to £2.2m (2012: £0.07m) 
• Profit from operations increased to £1.4m** (2012: loss of £0.5m)
• Cash at the year end was £1.6m (2012: £1.1m)
• Net borrowings increased to £11.7m*** (2012: £11.3m) due to working capital requirements
• Cash generated by operations £0.8m (2012: absorbed £3.1m)
• Adjusted basic earnings per share before separately identifiable items 0.742p (2012: loss 
of 0.678p)
Operational Highlights
Talent Management
• Won three-year Talent Management agreement with Admin Re
• Signed a three-year extension for a Talent Management agreement with a leading UK high 
street retailer
Recruitment
• Growth in contractor numbers to a record 987 
Revised Group strategy developed and implementation progressing well
• Talent Management strategic focus instigated
• Successful divestment of non-core technology services division to management
*  NFI represents gross revenue less direct cost of sales
**  After deducting separable items which include restructuring costs of £0.6m (2012: goodwill impairment of £0.4m and reduction 
of acquisition consideration of £0.2m)
*** Net borrowings are cash at bank less bank borrowings under the Group’s invoice discounting arrangements
“ Rethink has made good progress in 2013, both 
financially and operationally. During the year 
the Group added several prestigious clients 
to its already impressive roster and achieved 
record levels of contractor numbers and 
permanent recruitment placements. These 
achievements led to an increase in revenues, 
profits and cash for the Group. The refreshed 
Group strategy, although still in its early 
stage of implementation, is being executed 
successfully and delivering results. We look 
forward to 2014 with increasing confidence. 
”
Steve Wright
Chief Executive Officer 02
Rethink Group  Annual Report and Accounts 2013
 
The results for the year to 31 December 2013 
reflect the progress we have made in refocussing 
the Group towards the Talent Management 
division supported by the Recruitment division, 
whilst restoring profitability. 
Chairman’s statement
Introduction
We are encouraged by the 7.6% improvement in Group Net 
Fee Income (‘NFI’) driven by a 28.1% improvement in NFI 
within the Talent Management division. The overall financial 
improvement has allowed the Group to recommence investment 
in continuing operations.
This growth demonstrates the rationale and initial success of the 
Group’s refocussed strategy. As we continue to implement and 
execute against the new strategy we are confident of achieving 
a more sustainable earnings stream that will build over time 
and enhance the quality and predictability of future earnings.
Financial performance
Revenue for the year grew by 28.0% to £111.7m (2012: £87.3m), 
driven by growth in contractor numbers. NFI, which is a more 
meaningful measure of growth, increased to £19.6m (2012: 
£18.2m), and EBITDA increased to £1.6m (2012: £0.07m) after 
accounting for one-off separately identifiable restructuring costs 
of £0.6m (2012: separable items of £0.4m related to a one-off 
impairment to goodwill for Berkley Singapore in the period). 
Profits from operations were £1.4m (2012: losses £0.5m).
People
Our staff numbers increased to 196 by the year end (2012: 182). 
Rethink has a high quality base of talented and enthusiastic 
people who are central to the success of the Group and I would 
like to thank them for their continued efforts.
Board changes
During the year the Group has significantly strengthened the 
executive team.
Jon Butterfield, the Group’s CEO, and John Sadiq, the Group’s 
Non-executive Chairman, left the Group during 2013. They were 
replaced by Steve Wright and John O’Sullivan respectively. 
Steve, who had joined the Board as our Chief Financial Officer in 
March 2012, was appointed to the role of interim CEO in January 
2013. The appointment was made permanent with effect from 25 
June 2013. John O’Sullivan, a non-executive director with 
significant experience in the Talent Management and 
Recruitment sectors was appointed interim Non-executive 
Chairman on the departure of John Sadiq. His appointment 
was made permanent with effect from 7 April 2014.
In addition, Andrew Lord, Managing Director of the 
Recruitment division, was appointed Chief Operating Officer 
in January 2013.
On 11 November 2013, the Group successfully divested of Aiimi 
Limited (‘Aiimi’), a non-core technology services division, to 
management. Accordingly, Stephen Salvin, Executive Director of 
Rethink and Managing Director of Aiimi resigned from the 
Board on the same day. 
Post period, on 7 April 2014, Rethink was delighted to 
welcome Ben Felton to the Board as Chief Financial Officer. 
Ben is a Chartered Accountant and prior to joining Rethink 
was CFO of Norman Broadbent plc, an AIM-listed human capital 
consulting group.  03
Rethink Group  Annual Report and Accounts 2013
Dividend
The Board is not recommending a dividend until the Group’s 
cash resources are further strengthened.
Outlook
2013 was a year of change which we successfully navigated. 
Though there is much work to do to deliver our revised strategy, 
the progress made so far is promising. NFI for both contract and 
permanent recruitment, together with profitability, is in line with 
management expectations following the investment in both the 
Talent Management and Recruitment divisions. With a firmer 
financial footing, Rethink is now building momentum towards 
realising its growth objectives.
The impact of technology on all markets is well understood and 
highly skilled and motivated people are a vital ingredient in our 
clients’ ability to execute against their own business plans.
Rethink will continue to work closely with clients by not only 
sourcing the best qualified candidates in a timely and flexible 
manner, but also by providing added value services that 
maximise their investments in talent. This approach will 
enable the achievement of our strategic goals.
In addition, the improved economic backdrop in the territories in 
which Rethink operates is encouraging and it is expected that the 
‘war for talent’ will now start to accelerate as client organisations 
resume investment to compete in their markets.
John O’Sullivan
Non-executive Chairman
7 April 2014
Growth and achievements
Highlights
Recruitment
Continuing growth in 
contractor numbers 
to a record 894 and 
permanent recruitment 
also at record levels
Launched a retail 
specialist business to 
service growing retail 
client base
The Berkley Group grew 
its contractor numbers 
to over 200 in 2012 
(2011: 155)
Talent Management
Awarded ‘Overall Key 
Supplier of the Y ear 2012’ 
by Boots, for 
the second year
Highlights
Talent Management
Won three-year Talent 
Management agreement 
with Admin Re
Signed a three-year 
extension for a Talent 
Management agreement 
with a leading UK high 
street retailer
Recruitment
Growth in contractor 
numbers to a record 987 
Revised Group 
strategy developed 
and implementation 
progressing well
Talent Management 
strategic focus instigated
Successful divestment 
of non-core technology 
services division to 
management
Highlights
Operational
Expanded geographic 
coverage and broadened 
sector presence
Recruitment
Considerable growth in 
contractor numbers to 
a record 837
Permanent recruitment 
revenues reached record 
levels
Talent Management 
Awarded ‘Overall Key 
Supplier of the Y ear 2011’ 
by Boots
Technology Services 
Achieved record revenues 
and record growth in 
customer base
The Berkley Group 
successfully integrated 
and has proved a major 
addition to our offering
Highlights
Operational
Acquired and integrated 
TrustTech, a Business 
Transformation and 
Technology Services 
company
Three-year recruitment 
process outsourcing 
contract win with major 
UK retailer
Increased contractor 
numbers, ending on 560
Financial
Revenue growth up 13% 
to £56.4m
Gross profit up 17% 
to £12.8m
Highlights
Operational
Increased revenues
Opened and expanded 
in the Gulf region
Increased contractor 
numbers to over 500
Financial 
Revenue growth up 15% 
to £49.7m
Revenue (£)
56.4m
Revenue (£)
49.7 m
Revenue (£)
78.9m
Revenue (£)
87.3m
Revenue (£)
111.7 m
2010 2009 2011 2012 2013 04
Rethink Group  Annual Report and Accounts 2013
 
The year to 31 December 2013 has brought a 
number of significant changes to Rethink.
Chief Executive’s statement 
Introduction
We have embarked on a journey to deliver the Group’s redefined 
strategy and build deeper client relationships through the 
provision of talent solutions to our key vertical markets of 
Business and Technology, and Life Sciences and Pharmaceuticals. 
In line with the new focussed strategy, in November 2013 the 
Group divested of Aiimi, a technology consulting operation, 
which was concluded to be non-core. The sale recognised a net 
gain on disposal of £0.2m.
Overall Group revenues from continuing operations increased 
to £111.7m in 2013 (2012: £87.3m), representing growth of 28.0% 
and NFI also grew, from £18.2m to £19.6m. With a clear focus 
now in place and momentum building, we have a platform on 
which to develop a more sustainable business that should reward 
all stakeholders in the future.
The Group’s two reportable divisions are Talent Management 
and Recruitment. 
Talent Management
Our Talent Management business is driven by clients with 
whom Rethink has strong, long-term relationships, underpinned 
by fixed-term agreements to provide either contract and/or 
permanent recruitment services. Often these agreements are 
augmented by a range of consulting and managed services. 
Rethink offers a range of Talent Management services, ranging 
from employer branding, employee attraction and development, 
through to managed recruitment services and delivery methods, 
including a full Recruitment Process Outsourcing service.
With long-term relationships in place with prestigious 
organisations across a range of sectors, we are building a track 
record that is opening up further opportunities for the Group. 
The highlight for this division was the renewal of a significant 
Talent Management agreement with a major UK retailer for a 
further three years. 
A client’s adoption of Rethink’s Talent Management solutions 
provides measurable ongoing benefits such as improved quality, 
efficiency and better value for money. These are key qualities in 
today’s demanding business environment and are crucial to the 
Group’s ongoing success. 
Revenues for our Talent Management division increased 60.9% to 
£46.0m and represented 41.2% of the Group’s total revenue in 2013. 
NFI increased 28.1% to £5.3m (2012: £4.1m), and contribution 
from ongoing operations increased significantly to £3.9m (2012: 
£2.5m). The further development of this division is a key part of 
our strategy moving forward. 05
Rethink Group  Annual Report and Accounts 2013
Rethink
Group
Talent
Management
Recruitment
Recruitment
Solutions
Workforce
Planning
Retention and 
Performance Management
Candidate Attraction
Screening and Assessment
Redeployment
Career Transition
Organisational Design
Resource and 
Demand Planning
Face-to-Face Hiring
On-Boarding
Brand
Engagement
Leadership Development
Reward Talent Programmes
Team Profiling
Performance Management
Induction
Recruitment 
The Recruitment division provides contract, interim, permanent 
and executive search solutions to a wide range of clients 
predominantly in the UK and Ireland, as well as an international 
client base through our operations in Dubai and Singapore. 
The division has 150 consultants across eight offices.
Revenues for the Recruitment business were £65.7m (2012: 
£58.7m), representing 58.8% of the Group’s total revenue in 
2013. NFI increased marginally to £14.3m in the year (2012: 
£14.1m) and contribution from ongoing operations was 
£2.0m (2012: £0.7m). 
The strong turnaround in contribution from the Recruitment 
business is a first step in positioning this division to help drive 
new Talent Management opportunities moving forward. 
Clients
Our client base continues to grow. In 2013 we were pleased to 
announce that we had secured a three-year Talent Management 
contract with Admin Re, a major organisation in the financial 
services sector. 
Our organisation is now clearly focussed on identifying 
opportunities to extend and develop our Recruitment client 
relationships into longer-term contractual commitments. 
We believe that the growth in our Talent Management 
business demonstrates the power of a partnership approach 
to client engagement. 
We have embarked on building a strong portfolio of offerings 
that will enable us to deliver a wider range of value-added 
services to our clients. Consequently, by deepening our 
relationships through our Talent Management services, we will 
become increasingly valuable partners to our clients in the years 
to come.
Steve Wright
Chief Executive Officer
7 April 2014
Group Structure
Rethink Talent Management 06
Rethink Group  Annual Report and Accounts 2013
Strategic report
The Annual Report and Accounts follows a revised format 
following the introduction of new Companies Act requirements 
to include a Strategic Report. This sets out the Group’s aims and 
strategies whilst also highlighting those aspects of the Financial 
Statements that best reflect the Group’s progress and performance 
during the year. 
This report has been prepared by the directors in accordance with 
the requirements of Section 414 of the Companies Act 2006. The 
company’s independent auditor is required by law to report on 
whether the information given in the Strategic Report is 
consistent with the financial statements. The auditor’s report is 
set out on page 15.
In addition to the contents of this report, a review and overview 
of the business is also contained within the Chairman’s 
statement, Chief Executive’s statement and Financial review.
Group Strategy
Rethink’s strategic objective is to further develop its Talent 
Management services and client relationships.
There is considerable opportunity in this core market and we will 
focus on our strengths and experience in the Business and 
Technology, Retail and Pharma and Life Sciences sectors.
Our view is that the most attractive growth opportunities for the 
Group lie in Talent Management services where we can build 
deeper strategic relationships with clients, by providing a 
complete service including talent identification, assessment, 
deployment and on-going development and engagement 
strategies. Increasingly, we will seek out projects and managed 
service opportunities in order to become more embedded within 
our clients. While this in itself is not a change of strategy, it is an 
important change of emphasis which we believe will manifest 
itself in improved financial performance as we are able to 
demonstrate the benefits to clients.
In 2013, we launched a three-year strategic plan. Under our plan, 
a key objective is to ensure that over 60% of the Group’s 
performance is derived from Talent Management services 
generated through long-term client relationships with 
Recruitment services providing the balancing 40%.
Expansion will come through a combination of organic growth 
and, where appropriate, selective acquisitions that support the 
Group’s strategic growth objectives.
Our intention is to drive organic growth in both our Talent 
Management and Recruitment divisions with Talent 
Management taking the lead. 
A key part of this strategy is the continued focus on our 
Recruitment division, from where many of the future Talent 
Management opportunities will be developed.
We will continue to work closely with clients and partners to 
develop three key Talent Management capabilities:
1. Workforce Planning – which will embrace organisational 
design, career transition and redeployment and  
software-enabled planning.
2. Attraction – which covers many of the activities and 
capabilities that are deployed across our client base, and 
includes employer branding, website design and management, 
talent pooling, screening and assessment, face-to-face hiring 
and on-boarding.
3. Retention and Performance Management – which covers a 
range of services to ensure that talent, once hired, is effectively 
deployed. This includes performance management, team 
profiling, talent programmes, engagement strategies and 
leadership development.
The purpose of this strategy is to build sustainable and recurring 
revenue streams, which in turn will support a premium valuation 
for our equity stakeholders and greater career opportunities for 
our employees.
Principal risks and uncertainties
The Board continuously monitors the key risks and uncertainties 
that may impact the business and the ability to deliver the 
corporate strategy and these are identified below:
Market and Economy
Market and economic conditions are considered to be the main 
risk to the recruitment sector and permanent recruitment can 
fluctuate significantly. The Group is addressing this by developing 
its sector offerings and continues to expand its contractor base to 
spread and minimise risk.
Regulatory change
We track and contribute to regulation via our membership of the 
Recruitment Employers Confederation. Currently there is no 
regulatory change that we have sight of that would jeopardise the 
Rethink Group plc.
Credit control
We have invested in managing our credit risk and credit control 
processes, specifically through credit insuring receivables 
wherever obtainable, and increasing the efficiency of the credit 
control function.
Cash requirements
Business forecasts identifying, in particular, liquidity 
requirements for the Group are produced regularly. These are 
reviewed by the Board to ensure that sufficient headroom exists 
within the overall facilities for at least the next 12-month period, 
both in terms of covenants and facility availability.
Steve Wright
Chief Executive Officer
7 April 2014 07
Rethink Group  Annual Report and Accounts 2013
Financial review
Income statement
Earnings before Interest, Tax, Depreciation and Amortisation (‘EBITDA’)
The Group’s preferred measure of profitability is EBITDA, since this is the measure which most appropriately provides a guide to the 
underlying cash generative capability of the Group. In the year to 31 December 2013, EBITDA, after separable items, increased to £1.6m 
(2012: £0.07m).
Profit/(loss) before tax
Profit before tax amounted to £0.8m (2012: loss of £0.8m). This was after separately identifiable items of £0.6m (2012: £0.3m). The 
separately identifiable items are restructuring and reorganisation costs which are unlikely to recur in the future. These costs include 
compromise agreements associated with a Board restructure, bank exit fees, office closure costs and termination of a software project. 
Earnings per share
In the current year, the basic earnings per share after separable items were 0.742p (2012: losses of 0.678p).
Cash flow
During the year, cash generated by operations was £0.8m (2012: cash absorbed £3.1m) which, after net corporation tax paid of £0.1m 
(2012: payment of £0.4m), led to net cash generated from operating activities of £0.7m (2012: cash absorbed £3.5m).
Net cash generated by investment activities amounted to £0.04m (2012: cash absorbed £0.3m). This included £0.2m of cash received as 
part consideration for the sale of Aiimi Limited in November 2013.
Incremental financing through invoice discounting amounted to £0.9m (2012: £4.4m), together with £0.1m (2012: £0.3m) of share 
proceeds relating to the exercise of options. The Group also redeemed in full all outstanding preference shares, resulting in a cash outflow 
of £0.7m. Finance costs of £0.6m (2012: £0.4m) and repayments associated with finance leases of £0.04m (2012: £0.1m) were made during 
the year.
In the year to 31 December 2013, cash and cash equivalents increased by £0.5m to £1.6m (2012: £0.2m increase to £1.1m).
Balance sheet
Net assets
Consolidated net assets increased to £6.1m (2012: £5.2m) of which £4.6m (2012: £4.6m) related to non-current assets, the largest single 
item being goodwill of £4.1m (2012: £4.0m). 
Net current assets increased to £1.6m (2012: £0.7m).
Working capital
Trade and other receivables at the year end amounted to £25.3m (2012: £22.9m).
The Group’s average day sales outstanding reduced to 33 days (2012: 40 days).
Cash and invoice discounting facilities
Cash at the year end was £1.6m (2012: £1.1m) and bank borrowings, consisting solely of Group invoice discounting facilities, were £13.3m 
(2012: £13.1m). At 31 December 2013 the total invoice discounting facility available to the Group was £20.0m.
Goodwill
Goodwill at the year end was assessed for impairment and the Directors have concluded, following a review of future cash flow 
projections, that no impairment charge was required (2012: impairment of £0.4m). Translation of goodwill led to a foreign exchange gain 
of £0.1m (2012: loss of £0.3m), with a carrying value of goodwill on the consolidated statement of financial position at the financial year 
end of £4.1m (2012: £4.0m).
Ben Felton
Chief Financial Officer
7 April 2014 08
Rethink Group  Annual Report and Accounts 2013
Plc Board
1. John O’Sullivan
Non-executive Chairman
John O’Sullivan has 30 years’ experience in recruitment with 
senior roles at Ajilon (UK) Limited, trading as Computer People, 
Best International Group plc and Spring Group plc. He is currently 
a non-executive director and strategic advisor to eight companies 
in the Talent Management and Recruitment sectors. John was a 
founder and has been a Non-executive Director since March 2005, 
becoming Chairman in April 2014.
2. Steve Wright
Chief Executive Officer
Steve is a Chartered Accountant, qualifying with the London 
office of Ernst & Young and, after moving into commerce, has over 
27 years’ experience working in senior executive positions. His 
corporate experience is broad and includes the AIM-listed Hot 
Group, which was sold to Trinity Mirror Group in 2005, Computer 
People sold to Adecco in 1999, Thomson NETG, Virgin Group, 
where he was part of the turnaround team that transformed 
Virgin Retail, and Wang Computers.
3. Ben Felton
Chief Financial Officer
Ben is a Chartered Accountant and prior to joining Rethink 
was the chief financial officer at Norman Broadbent plc 
(AIM: NBB), an executive search group headquartered in London 
with operations around the world. In his five years at Norman 
Broadbent, he led the finance team, developed internal systems 
and controls to monitor and manage risks within the business and 
supported the implementation of the Group’s corporate strategy. 
4. Peter Crystal
Non-executive Director
Peter has over 30 years’ experience in advising directors and 
companies. He founded the law firm Memery Crystal, which 
specialises in matters relating to listed companies and advising 
on flotations, takeovers, mergers and other corporate finance 
activities. Peter is a graduate of Oxford and McGill Universities 
as well as being a former Law Society examiner, chairman and 
director of several companies. He also lectures on corporate 
finance and corporate governance issues.
5. John Kirkham
Non-executive Director
John has over 40 years’ experience in the IT industry holding 
a number of senior executive roles both in the UK and USA, 
primarily in training and enterprise software. After graduating 
from the London School of Economics he spent the early part of 
his career at Ford Motor Company and IBM UK. He then helped 
build two US-based companies, Applied Learning and Wave 
Technologies, both of which were successfully floated on 
NASDAQ. The latter was sold to Thomson Corp. and John became 
VP international for Thomson Enterprise Solutions. Until 2007 
John was executive vice president, global sales for Open Text Inc., 
the world’s leading independent provider of Enterprise 
Content Management.
2. 1. 
4. 5. 
3.  09
Rethink Group  Annual Report and Accounts 2013
Executive Board
1. Steve Wright
Chief Executive Officer – See previous page for details.
2. Ben Felton
Chief Financial Officer – See previous page for details.
3. Andrew Lord
Chief Operating Officer
Heading up ReThink Recruitment, Andrew is one of the founding 
Directors of Rethink Group, with 22 years of business and 
technology staffing experience under his hat. After working with 
two smaller companies, he joined Best International Group plc 
in April 1997 where he was responsible for the Birmingham, 
Edinburgh, Manchester and Leeds offices. Andrew is responsible 
for all brands within the ReThink Recruitment portfolio, including 
Talent Management, Executive Search and Energy.
4. Michael Bennett
Executive Director
Responsible for the international operations and all Group 
marketing and development, Michael is one of the founding 
Directors of Rethink Group, with 22 years in the recruitment 
industry. Having spent five years at Ajilon (UK) Limited, he then 
served as managing director for Spring Group Plc.
5. Iain Blair
Executive Director
One of the founding Directors of Rethink Group, Iain Blair has 
17 years’ IT staffing experience. After training with Ajilon (UK) 
Limited, Iain joined Best International Group plc and was 
promoted to head of permanent recruitment in the South West. 
Before joining Rethink, Iain was responsible for the delivery of 
permanent recruitment services for Sanderson Recruitment plc, 
the largest supplier of IT services in the South West. Iain now 
takes care of the Group’s Southern and Retail operations.
6. Fergal Brosnan
Executive Director
Managing Director of Berkley Group, Fergal has 20 years’ 
experience in technology, engineering and resourcing, launching  
his career within the software and hardware R&D centre for  
Apple, working for both the Irish and US facilities. He later took up 
QA & test manager roles in Cognotec Autodealing, an FX trading 
Software company, and with Performix Technology in Dublin. 
Fergal founded the IT and Life Science functions within Berkley in 
2000. Fergal is currently Managing Director of Berkley’s European 
and Asian operations.
7. Stephen Greenwood
Executive Director
Launching his career with Love & Tate Plc, Steve recruited for high 
profile clients such as The International Stock Exchange, Esso and 
BP, gaining experience in all areas of the business. He relocated to 
Ireland in 1992, working with The Independent Newspaper Group, 
and returned to recruitment consultancy in 1998 to build and 
develop Berkley Group with fellow Director Fergal Brosnan. Steve 
took Berkley into the Asian market in late 2008 and moved to 
Singapore in January 2010 to build Berkley’s regional operation 
before returning to Ireland in 2013.
8. Robert O’Callaghan
Executive Director
Robert started his career in recruitment over 18 years ago, working 
within business development and delivery at Adecco (UK) Limited. 
He has since worked for the IT and technical divisions of Pertemps 
Limited, before joining Rethink in 2007 . Based in Birmingham, 
Robert runs the Group’s Midlands and Northern operations.
1. 4. 
8. 5. 
3. 
6. 
2. 
7.  10
Rethink Group  Annual Report and Accounts 2013
Report of the Directors
For the year ended 31 December 2013
The Directors present their report with the financial statements of the Company and the Group for the year ended 31 December 2013.
Review of business
The results for the year and financial position of the Company and the Group are as shown in the attached financial statements, and a 
detailed review is set out in the Chairman’s and Chief Executive’s statements, Strategic report, Financial review and Divisional overview.
Dividends
The Directors have recommended no dividend for 2013 (2012: final dividend of 0.233p per share). 
Directors’ interests in shares
The Directors who served the Company during the year, together with their interests in the shares of the Company, were as follows:
Ordinary shares of 0.1p each
31 December 
2013
31 December 
2012
J Butterfield (resigned 17 January 2013) 12,600,000 12,350,000
J Sadiq (resigned 31 July 2013) 100,000 100,000
I P Blair 11,600,000 12,350,000
J O’Sullivan 6,280,000 6,280,000
A Lord 12,600,000 12,600,000
M J Bennett 12,600,000 12,350,000
R O’Callaghan 3,500,000 2,750,000
S P Salvin (resigned 8 November 2013) 3,600,000 3,600,000
F Brosnan 4,007,722 4,007,722
S Greenwood 6,011,582 6,011,582
S Wright 2,428,571 1,428,571
P Crystal – –
J Kirkham 300,000 –
At 31 December 2013, 6,000,000 Ordinary shares of 0.1p each (2012: 6,000,000) were owned by Starwood Strategic Investments Limited, 
a company in which family members of J Sadiq have a controlling interest.
No other shareholders have an interest in excess of 3% of the Ordinary share capital.
Directors’ emoluments
Directors’ emoluments were payable as follows:
Salary 
and fees 
£’000
Benefits 
£’000
Bonuses 
£’000
Total 
£’000
Pensions 
£’000
2013
 Total 
£’000
2012 
Total 
£’000
Executive Directors
J Butterfield (resigned 17 January 2013) 10 – 156 166 – 166 218
I P Blair 161 3 48 212 – 212 205
A Lord 191 6 32 229 – 229 213
M J Bennett 132 1 2 135 9 144 133
R O’Callaghan 150 4 55 209 10 219 195
F Brosnan 110 2 – 112 10 122 101
S Greenwood 115 22 – 137 19 156 232
S P Salvin (resigned 8 November 2013) 137 1 4 142 – 142 153
S Wright 134 2 40 176 51 227 131
Non-executive Directors
J Sadiq (resigned 31 July 2013) 110 5 – 115 – 115 90
J O’Sullivan 12 3 – 15 – 15 13
P Crystal 15 – – 15 – 15 12
J Kirkham* 42 – – 42 – 42 11
K Hirst – – – – – – 5
1,319 49 337 1,704 99 1,804 1,712
* During the year J Kirkham received Non-executive Director fees of £12,000 plus an additional £30,000 of non-recurring advisory fees charged at an agreed daily rate. 11
Rethink Group  Annual Report and Accounts 2013
Directors’ share options
Options over shares in the Company held or granted to the Directors serving at the year end were as follows:
Grant date Option price
Options at 
31/12/13
Options at 
31/12/12
R O’Callaghan 6 February 2007 4.00p – 750,000
and 16 December 2010 6.50p – 250,000
and 15 November 2011 10.25p – 250,000
and 16 December 2010 6.12p 250,000 –
and 15 November 2011 6.12p 250,000 –
I P Blair 30 April 2007 4.00p – 250,000
J Butterfield (resigned 17 January 2013) 30 April 2007 4.00p – 250,000
M J Bennett 30 April 2007 4.00p – 250,000
S P Salvin (resigned 8 November 2013) 2 February 2010 8.50p – 400,000
and 15 November 2011 10.25p – 825,000
F Brosnan 21 June 2011 11.00p – 2,404,500
21 June 2011 6.12p 2,404,500 –
S Greenwood 21 June 2011 11.00p – 2,404,500
21 June 2011 6.12p 2,404,500 –
S Wright 17 April 2012 11.00p – 2,590,364
17 April 2012 6.12p 2,590,364 –
7,899,364 10,624,364
During the year, M J Bennett, I P Blair, R O’Callaghan and J Butterfield exercised 250,000, 250,000, 750,000 and 250,000 share options 
respectively and the total gain on the exercise of these options was £44k (2012: £86k). No other Directors exercised share options 
during the year (2012: R O’Callaghan, A Lord, I P Blair and J Butterfield exercised 750,000, 500,000, 250,000 and 250,000 share 
options respectively).
Details of the options are covered in note 19 to the financial statements.
Financial instruments
Full details of the Group’s financial instruments, including consideration of the main risks to the Group and the policies adopted by the 
Directors to minimise their effects, are in note 20 to the financial statements.
Policy and practice on the payment of trade payables
It is the policy of the Group that each of the companies in the Group should agree appropriate terms and conditions with suppliers by 
means ranging from standard written terms to individually negotiated contracts. Payment is then in accordance with those terms and 
conditions, provided that the supplier has also complied with them. At the year end, creditor days were 22 (2012: 26).
Going concern
The Group’s business activities, together with the factors which may impact its activities, are outlined on pages 2 to 7. The notes to the 
financial statements fully describe the Group’s policies and processes for managing financial risk, including details of its financial assets 
and liabilities.
After making due enquiry the Directors have a reasonable expectation that the Company and the Group have adequate resources to 
continue in operational existence for the foreseeable future and they have therefore adopted a going concern basis in preparing the 
accounts. Further detail on borrowing facilities is included within note 21. 12
Rethink Group  Annual Report and Accounts 2013
Statement of Directors’ responsibilities
The Directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to 
prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (‘IFRS’) as 
adopted by the European Union. 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 Company and of the profit or loss of the Group and Company for 
that period. The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange 
for companies trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRS as adopted by the European Union, 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 Company will continue 
in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions 
and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial 
statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the Group 
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial 
statements are published on the Group’s website in accordance with legislation in the United Kingdom governing the preparation and 
dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the 
Group’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing integrity of the financial 
statements contained therein.
Statement as to disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit information of which the Group’s auditors are unaware, and each Director 
has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and 
to establish that the Group’s auditors are aware of that information.
Auditors
The auditors, BDO LLP, will be proposed for reappointment at the Annual General Meeting.
On behalf of the Board:
Steve Wright
Chief Executive Officer
7 April 2014
Report of the Directors continued
For the year ended 31 December 2013 13
Rethink Group  Annual Report and Accounts 2013
The Company is quoted on the Alternative Investment Market (‘AIM’) and is therefore not required to comply with the provisions of 
the Combined Code. Nevertheless, by continuous review, the Company ensures that proper standards of corporate governance are 
in operation and the principles of the Combined Code are followed so far as is practical and appropriate to the size and nature of 
the Company.
Set out below is a summary of how, at 31 December 2013, the Company was dealing with the key requirements of the Combined Code.
Board Committees
The Board of Directors has established a Remuneration Committee and an Audit Committee, each with formally delegated rules 
and responsibilities.
The Board of Directors
The Board of Directors is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital 
expenditure and acquisitions, and reporting to the shareholders.
The Group has held monthly Board meetings during 2013, and intends to hold at least ten Board meetings throughout each year.
The Remuneration Committee
The Remuneration Committee is chaired by John Kirkham and consists of John O’Sullivan and Peter Crystal. It meets twice a year.
The Remuneration Committee is responsible for determining and agreeing with the Board the remuneration of the Executive Directors, 
and ensuring that the Group’s management team is appropriately incentivised to encourage enhanced performance.
The Audit Committee
The Audit Committee is chaired by Peter Crystal and consists of John O’Sullivan and John Kirkham. It has met regularly during the year.
The Audit Committee reviews the Group’s accounting policies and regular reports from senior management. In addition, it reviews the 
interim and full year financial statements and results announcements relating to the Group’s financial statements, together with any 
formal announcements relating to the Group’s financial performance.
The Audit Committee also has responsibility for making recommendations on the appointment, reappointment and removal of the 
external auditors, which the Board then puts to the shareholders for approval in a general meeting. The Audit Committee also reviews the 
annual and interim financial statements before they are submitted to the Board and reviews the scope and effectiveness of the Group’s 
internal control functions.
There is no internal audit function; however, the Audit Committee reviews this on an annual basis and the current recommendation to 
the Board is that such a function is not necessary, as the internal controls are currently effectively monitored. This will be reviewed again 
in the forthcoming year.
Internal financial control and reporting
The Board is responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The 
procedures, which, inter alia, comprise financial, compliance matters and risk management, are reviewed on an ongoing basis. The Board 
approves the annual budget and performance against budget is monitored and reported to the Board. The internal control system can 
only provide reasonable and not absolute assurance against material misstatement or loss.
Relations with shareholders
The Company reports to shareholders twice a year. The Company dispatches the notice of its Annual General Meeting, together with 
a description of the items of special business, at least 21 working days before the meeting. Each subsequent separate issue is the subject 
of a separate resolution and all shareholders have the opportunity to put questions to the Board at the Annual General Meeting. 
The Chairmen of the Audit and Remuneration Committees normally attend the Annual General Meeting and will answer questions 
which may be relevant to their responsibilities.
Directors’ share dealings
The Company has adopted a model code for Directors’ and key employees’ share dealings which the Directors believe is appropriate for 
an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to directors’ dealings and, in addition, will 
take all reasonable steps to ensure compliance by the Group’s applicable employees (as defined in the AIM rules).
Corporate governance
For the year ended 31 December 2013 14
Rethink Group  Annual Report and Accounts 2013
Report of the Remuneration Committee
For the year ended 31 December 2013
The Remuneration Committee
The Remuneration Committee reviews the performance of the Executive Directors and sets and reviews the scale and structure of their 
remuneration and the terms of their service agreements with due regard to the interests of shareholders.
In determining the remuneration of the Executive Directors, the Remuneration Committee seeks to attract and retain executives of the 
highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to 
employees. No Director is permitted to participate in discussions or decisions concerning their own remuneration. At the date of this 
document, the Remuneration Committee comprises three Non-executive Directors and is chaired by John Kirkham. The Remuneration 
Committee has formal terms of reference.
None of the Committee members has any personal financial interests (other than as shareholders) or conflicts of interest arising from 
cross-directorships. The Committee has access to professional advice from internal and external advisors where relevant.
This report was approved by the Board of Directors on 7 April 2014 and signed on its behalf by:
John O’Sullivan
Non-executive Chairman
7 April 2014 15
Rethink Group  Annual Report and Accounts 2013
Independent auditor’s report
T o the members of The Rethink Group plc
We have audited the financial statements of the Rethink Group plc for the year ended 31 December 2013 which comprise the consolidated 
statement of comprehensive income, the consolidated and company statement of changes in equity, the consolidated and company 
statement of financial position, the consolidated and company statement of cash flows and the related notes. The financial reporting 
framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as 
adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of 
the Companies Act 2006. 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our 
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an 
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone 
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to 
comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors. 
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate.
Opinion on financial statements
In our opinion: 
• the financial statements give a true and fair view of the state of the Group’s and the parent Company’s affairs as at 31 December 2013 
and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union 
and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Strategic report and Directors’ report for the financial year for which the financial statements 
are prepared is consistent with the financial statements. 
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in 
our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received 
from branches not visited by us; or
• the parent Company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Julien Rye
(senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
Manchester
United Kingdom
7 April 2014
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 16
Rethink Group  Annual Report and Accounts 2013
Consolidated statement of comprehensive income
For the year ended 31 December 2013
Notes
Before 
separately 
identifiable 
items 
£’000
Separately 
identifiable 
items 
(note 8) 
£’000
Total 
2013 
£’000
Before 
separately 
identifiable 
items 
£’000
Separately 
identifiable 
items 
(note 8) 
£’000
Total 
2012 
£’000
Revenue 111,693 – 111,693 87,259 – 87,259
Cost of sales (92,133) – (92,133) (69,073) – (69,073) 
Gross profit 19,560 – 19,560 18,186 – 18,186
Administrative expenses (17,511) (642) (18,153) (18,291) (422) (18,713)
 Earnings before interest, tax,
 depreciation and amortisation 2,225 (642) 1,583 67 – 67
 Amortisation, depreciation and impairment (176) – (176) (172) (422) (594)
Profit/(loss) from operations 5 2,049 (642) 1,407 (105) (422) (527)
Finance expense 4 (579) – (579) (386) – (386)
Finance income 4 2 – 2 1 155 156
Profit/(loss) before taxation 1,472 (642) 830 (490) (267) (757)
Tax expense 7 (172) – (172) (21) – (21)
Profit/(loss) from continuing operations 1,300 (642) 658 (511) (267) (778)
Profit on discontinued operations, net of tax 198 – 198 30 – 30
Profit/(loss) 1,498 (642) 856 (481) (267) (748)
Other comprehensive expense
Foreign currency exchange differences on 
translation of foreign operations 112 – 112 (307) – (307)
Total comprehensive income/(expense) 
for the year 1,610 (642) 968 (788) (267) (1,055)
All of the profit and comprehensive income for the year is attributable to equity holders of the parent.
In accordance with the International Financial Reporting Standards, the prior year figures have been restated to show the prior period 
effect of the current year discontinued operation (see note 26).
 
Earnings/(loss) per share Pence Pence Pence Pence
Basic 9 1.298 0.742 (0.436) (0.678)
Diluted 9 1.292 0.738 (0.436) (0.678)
Earnings/(loss) per share for continuing operations Pence Pence Pence Pence
Basic 9 1.127 0.570 (0.527) (0.802)
Diluted 9 1.121 0.567 (0.527) (0.802)
The notes on pages 23 to 48 form part of these financial statements. 17
Rethink Group  Annual Report and Accounts 2013
Group
Share 
capital
 £’000
Retained 
earnings
 £’000
Share 
premium 
£’000
Shares 
to be issued 
£’000
Merger 
reserve 
£’000
Translation 
reserve
 £’000
Total 
’000
At 1 January 2012 104 3,105 2,528 33 218 (49) 5,939
Changes in equity for the year ended 
31 December 2012
Loss for the year – (748) – – – – (748)
Other comprehensive expense for the year – – – – – (307) (307)
Total comprehensive expense for the year – (748) – – – (307) (1055)
Contributions by and distributions to owners
Recognition of share-based payment expense – 5 – – – – 5
Issue of shares 4 – 317 (33) – – 288
Share options exercised 6 – 300 – – – 306
Dividends paid – (254) – – – – (254)
Total contributions by and distributions 
to owners 10 (249) 617 (33) – – 345
At 31 December 2012 114 2,108 3,145 – 218 (356) 5,229
Changes in equity for the year ended 
31 December 2013
Profit for the year – 856 – – – – 856
Other comprehensive income for the year – – – – – 112 112
Total comprehensive income for the year – 856 – – – 112 968
Contributions by and distributions to owners
Own shares held (note 26) – (230) – – – – (230)
Recognition of share-based payment expense – 5 – – – – 5
Share options exercised 3 – 93 – – – 96
Total contributions by and distributions 
to owners 3 (225) 93 – – – (129)
At 31 December 2013 117 2,739 3,238 – 218 (244) 6,068
The notes on pages 23 to 48 form part of these financial statements.
Consolidated statement of changes in equity
For the year ended 31 December 2013 18
Rethink Group  Annual Report and Accounts 2013
Company
Share 
capital 
£’000
Retained
 earnings 
£’000
Share 
premium 
£’000
Shares
to be issued 
£’000
Merger 
reserve 
£’000
Total 
£’000
At 1 January 2012 104 88 2,528 33 218 2,971
Changes in equity for the year ended 31 December 2012
Profit for the year – 199 – – – 199
Other comprehensive income for the year – – – – – –
Total comprehensive income for the year – 199 – – – 199
Contributions by and distributions to owners
Recognition of share-based payment expense – 5 – – – 5
Issue of shares 4 – 317 (33) – 288
Share options exercised 6 – 300 – – 306
Dividends paid – (254) – – – (254)
Total contributions by and distributions to owners 10 (249) 617 (33) – 345
At 31 December 2012 114 38 3,145 – 218 3,515
Changes in equity for the year ended 31 December 2013
Profit for the year – 646 – – – 646
Other comprehensive income for the year – – – – – –
Total comprehensive income for the year – 646 – – – 646
Contributions by and distributions to owners
Own shares held (note 26) – (230) – – – (230)
Recognition of share-based payment expense – 5 – – – 5
Share options exercised 3 – 93 – – 96
Total contributions by and distributions to owners 3 (225) 93 – – (129)
At 31 December 2013 117 459 3,238 – 218 4,032
The notes on pages 23 to 48 form part of these financial statements.
Company statement of changes in equity
For the year ended 31 December 2013 19
Rethink Group  Annual Report and Accounts 2013
Notes
2013 
£’000
 2012 
£’000
Assets
Non-current assets
Goodwill 11 4,050 3,966
Investment 14 12 5
Property, plant and equipment 12 381 530
Intangible assets 13 54 80
Deferred tax asset 22 62 24
Total non-current assets 4,559 4,605
Current assets
Trade and other receivables 15 25,270 22,859
Cash and cash equivalents 2 1,600 1,121
Corporation tax asset – 4
Total current assets 26,870 23,984
Total assets 31,429 28,589
Liabilities
Current liabilities
Trade and other payables 16 (11,860) (10,195)
Loans and borrowings 17 (13,339) (13,114)
Corporation tax liability (105) –
Total current liabilities (25,304) (23,309) 
Net current assets 1,566 675
Non-current liabilities
Loans and borrowings 17 (7) (40)
Deferred tax liability 22 (50) (11)
Total non-current liabilities (57) (51)
Net assets 6,068 5,229
Equity
Share capital 23 117 114
Share premium account 3,238 3,145
Merger reserve 218 218
Translation reserve (244) (356)
Retained earnings 2,739 2,108
Total equity attributable to equity holders of the parent Company 6,068 5,229
The financial statements were approved by the Board of Directors and authorised for issue on 7 April 2014.
Steve Wright
Chief Executive Officer
The notes on pages 23 to 48 form part of these financial statements.
Consolidated statement of financial position
As at 31 December 2013 20
Rethink Group  Annual Report and Accounts 2013
Notes 
2013 
£’000
2012 
£’000
Assets
Non-current assets
Property, plant and equipment 12 91 87
Intangible assets 13 11 19
Investments 14 521 514
Total non-current assets 623 620
Current assets
Trade and other receivables 15 8,724 8,448
Cash and cash equivalents 2 173 56
Total current assets 8,897 8,504
Total assets 9,520 9,124
Liabilities
Current liabilities
Trade and other payables 16 (5,431) (5,514)
Loans and borrowings 17 (35) (49)
Total current liabilities (5,466) (5,563)
Net current assets 3,431 2,941
Non-current liabilities
Loans and borrowings 17 (7) (40)
Deferred tax liability 22 (16) (6)
Total non-current liabilities (23) (46)
Net assets 4,031 3,515
Equity
Share capital 23 116 114
Share premium account 3,238 3,145
Merger reserve 218 218
Retained earnings 459 38
Total equity attributable to equity holders of the Company 4,031 3,515
The financial statements were approved by the Board of Directors and authorised for issue on 7 April 2014.
Steve Wright
Chief Executive Officer
The notes on pages 23 to 48 form part of these financial statements.
Company statement of financial position
As at 31 December 2013
Company number 5078352 21
Rethink Group  Annual Report and Accounts 2013
Notes 
2013 
£’000
2012 
£’000
Cash flows from operating activities
Profit/(loss) before tax from continuing operations 830 (757)
Adjustments for:
Share-based payment expense 5 5
Depreciation charges 12 153 199
Amortisation 13 22 84
Impairment of goodwill – 422
Disposal of property, plant and equipment 150 –
Disposal of intangible assets 35 –
Finance expense 4 579 399
Finance income 4 (2) (156)
1,772 196
Increase in trade and other receivables (2,411) (2,705)
Increase/(decrease) in trade and other payables 1,417 (578)
Cash generated from/(absorbed by) operations 778 (3,087)
Corporation tax paid (46) (363)
Net cash generated from/(absorbed by) operating activities 732 (3,450)
Cash flows from investing activities
Purchase of property, plant and equipment (153) (242)
Purchase of intangible assets 13 (32) (84)
Purchase of investment – (5)
Disposal of subsidiary undertaking net of cash disposed 220 –
Finance income 4 2 1
Net cash generated from/(absorbed by) investing activities 37 (330)
Cash flows from financing activities
Finance costs paid 4 (579) (399)
Net change in advances on invoice discounting facility 868 4,435
Repayment of finance leases (47) (80)
Payment for redemption of preference shares (628) –
Proceeds from issue of share capital net of issue costs 96 305
Payment of dividend – (254)
Net cash generated from financing activities (290) 4,007
Net change in cash and cash equivalents 479 227
Cash and cash equivalents at start of year 2 1,121 892
Cash and cash equivalents at end of year 2 1,600 1,119
In accordance with the International Financial Reporting Standards, the prior year figures have been restated to show the prior period 
effect of the current year discontinued operation (see note 26). 
The notes on pages 23 to 48 form part of these financial statements.
Consolidated statement of cash flows
For the year ended 31 December 2013 22
Rethink Group  Annual Report and Accounts 2013
Notes 
2013 
£’000
2012 
£’000
Cash flows from operating activities
Profit before tax 416 199
Adjustments for:
Share-based payment expense 5 5
Dividends from subsidiary undertakings (149) (200)
Depreciation charges 12 23 16
Amortisation 13 8 3
Disposal of property, plant and equipment 34 (5)
337 18
Increase in trade and other receivables (276) (1,410)
Increase in trade and other payables 68 1,537
Net cash absorbed by operating activities 129 145
Cash flows from investing activities
Purchase of property, plant and equipment 12 (61) (59)
Purchase of intangible assets 13 – (22)
Purchase of investment – (5)
Net cash generated from investing activities (61) (86)
Cash flows from financing activities
Repayment of finance leases (47) (80)
Payment of dividend – (254)
Proceeds from issue of share capital net of issue costs 96 305
Net cash absorbed by financing activities 49 (29)
Net change in cash and cash equivalents 117 35
Cash and cash equivalents at start of year 2 56 21
Cash and cash equivalents at end of year 2 173 56
The notes on pages 23 to 48 form part of these financial statements.
Company statement of cash flows
For the year ended 31 December 2013 23
Rethink Group  Annual Report and Accounts 2013
1. Accounting policies
The Company and its subsidiaries (together ‘the Group’) operate predominantly in the United Kingdom and Ireland. 
Rethink is a public limited company incorporated and domiciled in the United Kingdom and the Company is listed on AIM. The address 
of its registered office is The Crane Building, 22 Lavington Street, London SE1 0NZ.
The principal accounting policies applied in the preparation of the consolidated financial statements are set out below.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) as issued  
by the International Accounting Standards Board (‘IASB’), International Financial Reporting Interpretations Committee (‘IFRIC’) 
interpretations and Standing Interpretations Committee (‘SIC’) interpretations as adopted and endorsed by the European Union (‘EU’) 
and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The Group’s financial statements have been prepared on the same basis and as permitted by Section 408 of the Companies Act 2006, no 
statement of comprehensive income is presented for the Company. The financial statements have been prepared under the historical cost 
convention, as modified by the revaluation of certain liabilities, and in accordance with applicable accounting standards. The Group’s 
accounting policies, as set out below, have been consistently applied to all the periods presented, unless otherwise stated.
New standards, interpretations and amendments not yet effective
The Group has not adopted any standard or interpretations in advance of the required implementation dates. It is not expected that 
adoption of standards or interpretations which have been issued by the IASB, but have not been adopted, will have a material impact on 
the financial statements.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and of its subsidiaries. Where the Company 
has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain 
benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Group as if they 
formed a single entity. Inter-company transactions are therefore eliminated in full.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group; they are de-consolidated from the date 
when control ceases.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the consolidated 
statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair 
values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income 
from the date on which control is obtained. Goodwill represents the excess of the cost of a business combination over the interest in the 
fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities 
assumed and equity instruments issued, plus any direct costs of acquisition.
Revenue and revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the provision of services provided in the ordinary course 
of the Group’s activities. Revenue is shown net of value added tax and other sales taxes, returns, and rebates and after elimination of sales 
within the Group.
Revenue from temporary placements is recognised over the period that temporary staff are provided to customers. Where the Company 
is acting as principal, revenue represents the amounts billed for the services of temporary staff which includes the salary costs of those 
staff. Where the Company is acting as an agent, revenue represents commission receivable relating to the supply of temporary staff and 
does not include the salary costs of the temporary staff.
Revenue arising from the placement of permanent candidates is recognised at the time the candidate commences full-time employment. 
Technology Services revenue is recognised on a straight-line basis under the terms of the contract. Revenue additional to the original 
contract is recognised in the period the staff or services are provided.
Interest income is recognised as the interest accrues to the net carrying amount of the financial asset.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. The Group considers all highly liquid investments with original 
maturity dates of three months or less to be cash equivalents. Bank overdrafts are repayable on demand and form part of the Group’s  
cash management system and are included as a component of cash and cash equivalents for the purposes of the statement of cash flows.
Notes to the financial statements
For the year ended 31 December 2013 24
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
1. Accounting policies continued
Share-based payment
Share-based payment expenses are included in administrative expenses in the statement of comprehensive income with the credit entry 
to equity. All share-based payments are equity-settled.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of 
comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity 
instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the 
vesting period is based on the number of options that actually vest. Market vesting conditions are factored into the fair value of the 
options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting 
conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured 
immediately before and after the modification, is also charged to the consolidated statement of comprehensive income over the remaining 
vesting period.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is 
directly attributable to the acquisition of the items.
Depreciation is calculated using the straight-line method to allocate the depreciable value of property, plant and equipment to the 
statement of comprehensive income over their useful economic lives as follows:
Computer equipment   10–33% per annum
Improvements to property   10–33% per annum
Fixtures and fittings   10–33% per annum
Motor vehicles   25% per annum
Assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each statement of financial position date.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable 
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other 
repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the statement of 
comprehensive income.
Assets under construction 
Fixed assets that are still under development are classified as ‘Assets under construction’. These assets are reclassified over the phased 
completion dates and are depreciated from the date they are reclassified.
Intangible assets
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the 
acquired subsidiary at the date of acquisition. Goodwill on the acquisition of subsidiaries is included in intangible assets. Goodwill is 
tested annually for impairment and carried at cost less accumulated impairment losses. Any impairment is recognised immediately in 
the statement of comprehensive income and is not subsequently reversed. Gains and losses on the disposal of an entity include the 
carrying amount of goodwill relating to the entity sold.
Development costs
Expenditure on internally developed products is capitalised if it can be demonstrated that:
• it is technically feasible to develop the product for it to be sold;
• adequate resources are available to complete the development;
• there is an intention to complete and sell the product;
• the Group is able to sell the product;
• sale of the product will generate future economic benefits; and
• expenditure on the project can be measured reliably. 25
Rethink Group  Annual Report and Accounts 2013
Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. The 
amortisation expense is included within administrative expenses in the consolidated statement of comprehensive income as follows:
Development expenditure 33% per annum
Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in 
the consolidated statement of comprehensive income as incurred.
Software licences
The cost of acquired computer software licences is capitalised. These costs are amortised on a straight-line basis, using the straight-line 
method to allocate the depreciable value of software licences to the statement of comprehensive income over their useful economic lives 
as follows:
Software licences  10–33% per annum
Costs associated with maintaining computer software programs are recognised as an expense to the statement of comprehensive income 
when incurred.
Externally acquired intangibles are initially recognised at cost and subsequently amortised on a straight-line basis over their useful 
economic lives.
Investments
Fixed asset investments within the Company statement of financial position are stated at cost less provision for impairment. Any 
impairment is charged to the statement of comprehensive income as it arises. For investments in subsidiaries acquired for consideration, 
including the issue of shares qualifying for merger relief, cost is measured by reference to the fair value of the shares.
Impairment of non-financial assets
At each statement of financial position date, the Group reviews the carrying amounts of its non-financial assets to determine whether 
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the 
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are 
independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows 
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money  
and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset 
(or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is 
reduced to its recoverable amount. An impairment loss is recognised as an expense immediately.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised 
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been 
determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment 
loss is recognised as income immediately. Impairment losses in respect of goodwill are not reversed.
Leased assets
Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as  
if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term  
of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is 
charged to the consolidated statement of comprehensive income over the shorter of estimated useful economic life and the period of 
the lease.
Lease payments are analysed between capital and interest components so that the interest element of the payments is charged to the 
consolidated statement of comprehensive income over the period of the lease and is calculated so that it represents a constant proportion 
of the balance of capital repayments outstanding. The capital part reduces the amount payable.
All other leases are treated as operating leases. Rentals paid under operating leases are charged to the consolidated statement of 
comprehensive income on a straight-line basis over the period of the lease.
1. Accounting policies continued 26
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
1. Accounting policies continued
Foreign currency
(i) Functional and presentation currency
Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic 
environment in which that subsidiary operates (its ‘functional currency’). The consolidated financial statements of the Group are 
presented in Pounds Sterling which is the Group’s presentation currency.
(ii) Transactions and balances 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the 
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end 
exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of 
comprehensive income.
(iii) Group companies
The results and financial position of all of the Group’s subsidiaries (none of which has the currency of a hyper-inflationary economy) 
that have a functional currency different from the Group’s presentational currency are translated into the presentational currency as 
follows:
• assets and liabilities for each statement of financial position presented are translated at the rate ruling at the statement of financial 
position date;
• income and expenses for each statement of comprehensive income are translated using the average rate of exchange (unless this 
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case 
income and expenses are translated at the dates of the transactions); and
• all resulting exchange differences are recognised as a separate component of equity.
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.  
The chief operating decision maker has been identified as the management team, including the Directors.
Financial instruments
Financial assets and liabilities are recognised at fair value in the statement of financial position when the Group or Company becomes  
a party to the contractual provisions of the instrument. The Group classifies its financial instruments into loans and receivables 
(comprising cash and cash equivalents and trade receivables) and other liabilities (comprising bank borrowings, finance leases, invoice 
discounting advances and trade payables). Disclosure of financial instruments is included within note 20.
Trade receivables
Trade receivables include all sales invoiced up to the statement of financial position date and sales relating to work completed in 
December, for which invoices are raised within the normal year end processing cut-off period following the statement of financial 
position date. Trade receivables do not carry any interest, are stated at fair value and are reduced by appropriate allowances for estimated 
irrecoverable amounts.
The Group makes judgements on an entity-by-entity basis as to its ability to collect outstanding receivables and provides an allowance for 
doubtful accounts based on a specific review of significant outstanding invoices. Trade receivable balances are written off when the Group 
determines that it is unlikely that future remittances will be received.
Accrued income
Accrued income includes income relating to services provided by the statement of financial position date where no invoices had been 
raised at or during the normal year end processing cut-off following the statement of financial position date. The Group has contractual 
relationships in place for all such services provided.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.  
An equity instrument is any contract that evidences a residual interest in the assets of the Group and Company after deducting all  
of the liabilities.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs.
Finance charges are accounted for on an accrual basis to the statement of comprehensive income using the effective interest method and 
are added to the carrying amount of the instrument to the extent they are not settled in the period in which they arise.
Trade and other payables
Trade payables are not interest-bearing and are stated at their nominal value. 27
Rethink Group  Annual Report and Accounts 2013
1. Accounting policies continued
Invoice discounting
The Group funds operations by way of an invoice discounting facility. Trade receivables are recognised as the Group retains the 
significant risks and benefits. The related funding is shown as a financial liability and accounted for under the amortised cost basis.
Dividends
Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when  
they are declared and paid to shareholders. In the case of final dividends this is when approved by the shareholders at the Annual  
General Meeting.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. 
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of 
comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it excludes  
items that are never taxable or deductible. The Group’s and Company’s liability for current tax is calculated using tax rules that have  
been enacted or substantively enacted by the statement of financial position date.
Deferred tax is the tax expected to be payable or recoverable on the difference between the carrying values of assets and liabilities in  
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the tax 
liability accounting method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax  
assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences 
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial 
recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor  
the accounting profit.
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no 
longer probable that sufficient tax profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. 
Deferred tax is charged or credited in the statement of comprehensive income except when it relates to items charged or credited directly 
to equity, in which case the deferred tax is also dealt with in equity.
Pension contributions
Obligations for pension contributions to defined contribution pension plans are recognised as an expense in the statement of 
comprehensive income as incurred. The Group has no defined benefit arrangements in place.
Provisions
Provisions are recognised in the statement of financial position when the Group and Company has a present legal or constructive 
obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. 
Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the statement of financial 
position date, and are discounted to present value where the effect is material. Provisions are reviewed on a regular basis and released to 
the statement of comprehensive income where changes in circumstances indicate that a provision is no longer required.
Profit from operations
Profit from operations is stated after charging all operating costs and income including those separately disclosed by virtue of their size 
or unusual nature or to facilitate a more helpful understanding of the Group’s and Company’s results. It is stated before investment 
income and finance costs.
Significant judgements and estimates
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions 
that affect the application of policies and reported amounts of assets and liabilities, income and expenditure. The estimated and 
associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the 
circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not 
readily apparent from other sources. Actual results may differ from these estimates. The key sources of estimation that have a significant 
impact on the carrying value of assets and liabilities are discussed below.
•  Identification and valuation of intangibles acquired in business combinations
Identifying and determining the fair value of intangibles acquired in business combinations requires estimation and judgement of the 
value of the cash flows related to the identified intangibles and a suitable discount rate in order to calculate the present value. As a result 
of this assessment, no intangibles other than goodwill have been recognised on acquisitions in the current and prior year. Judgement and 
estimation is also required in determining contingent consideration payable in respect of acquisitions. 28
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
•  Impairment of goodwill and other intangibles 
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which the goodwill 
has been allocated. The value in use calculation requires an entity to estimate the future cash flows expected to arise from the cash-
generating unit and a suitable discount rate in order to calculate net present value. Details of the impairment review are set out in note 11.
Any change in estimates could result in an adjustment to recorded amounts.
2. Notes to the cash flow statements
Cash and cash equivalents
The amounts disclosed in the cash flow statement in respect of cash and cash equivalents are in respect of these statement of financial 
position amounts:
Group
2013 
£’000
2012 
£’000
Cash available on demand 1,600 1,121
Company
2013 
£’000
2012 
£’000
Cash available on demand 173 56
3. Employees and Directors
Group
2013 
£’000
2012 
£’000
Wages and salaries 11,902 12,113
Social security contributions and similar taxes 1,390 1,427
Pension costs 390 547
Share-based payment expense 5 5
13,687 14,092
The costs of Company employees are wholly borne by subsidiary trading companies.
The average number of employees during the year was as follows:
Group
2013 
Number
2012 
Number
Sales 171 209
Administrative 23 19
Directors 12 13
206 241
Company
2013 
Number
2012 
Number
Administrative 19 16
Directors 7 8
26 24
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of 
the Group. These are considered to be the Directors of subsidiary undertakings and Company Directors.
All key management personnel
2013 
£’000
2012 
£’000
Wages and salaries 1,505 1,709
Social security contributions and similar taxes 154 167
Compensation for loss of office 311 –
Pension costs 103 88
2,073 1,964
1. Accounting policies continued 29
Rethink Group  Annual Report and Accounts 2013
Company Directors only
2013 
£’000
2012 
£’000
Wages and salaries 1,394 1,624
Social security contributions and similar taxes 140 127
Compensation for loss of office 311 –
Pension costs 99 88
1,944 1,839
Remuneration in respect of the highest paid Director:
2013 
£’000
2012 
£’000
Salary and bonuses 229 232
During 2013 there was one Director in the Group’s defined contribution pension scheme (2012: one). This scheme is administered by an 
independent pension provider and the assets of the scheme are held separately to those of the Group.
During 2013 1,500,000 (2012: 1,750,000) share options were exercised by the Directors. Disclosure of the total gains arising from the 
exercise of the share options is included within note 25.
4. Finance income and expense
2013 
£’000
2012 
£’000
Finance income:
Bank interest received 2 1
Reduction in deferred consideration on acquisition – 155
2 156
2013 
£’000
2012 
£’000
Finance expense:
Bank charges and interest 30 31
Invoice discounting charges and interest 525 341
Preference share interest 24 14
579 386
5. Profit/(loss) from operations
This is stated after charging:
2013 
£’000
2012 
£’000
Staff costs (note 3) 12,891 14,092
Other operating leases – property 497 533
Depreciation of property, plant and equipment 153 161
Amortisation of intangible assets 22 11
Auditor’s remuneration – audit services – parent 14 16
                   – UK and Ireland subsidiaries 43 32
Auditor’s remuneration – non-audit services – –
Foreign exchange gains and losses 50 98
6. Segment information
Reportable segments
Factors that management use to identify the Group’s reportable segments
The Group’s three reportable segments, being Recruitment, Talent Management and Technology Services, are sectors that offer different 
products and services. They are managed separately, having a dedicated Director and separate reporting within the internal information 
provided to the management team including the Directors.
3. Employees and Directors continued 30
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
Measurement of operating segment profit and assets
The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies.
Recruitment, Talent Management and Technology Services are evaluated for performance on the basis of contribution.
Recruitment is represented by the subsidiaries, Rethink Recruitment Solutions Limited, Otravida Search Limited (formerly known  
as Integritas Recruitment Limited), Rethink Group Inc, Rethink MEA FZCO, Berkley Recruitment (Group) Limited and Berkley 
Recruitment Group (Asia) Pte. Limited, with all subsidiaries involved in both permanent and contract recruitment. Permanent 
recruitment involves the placing of candidates in permanent employment roles. Contract recruitment involves the placing of candidates 
in fixed-term roles.
Talent Management is currently represented by Rethink Professional Services Limited and parts of Rethink Recruitment Solutions 
Limited and is also involved in both permanent and contract recruitment. As highlighted in 2012, this division continues to increase in 
importance. In the current and previous financial year we have more accurately reflected the allocation between Talent Management and 
Recruitment to ensure the Talent Management segment more fully reflects its associated income and costs. 
Technology Services is represented by Aiimi Limited. The segment is involved in providing technical consulting, software, SaaS, support 
and project management. During the year Aiimi was sold (see note 26) therefore this segment is deemed a discontinued operation. 
Continuing operations Discontinued
2013
Recruitment 
£’000
Talent 
Management 
£’000
Technology 
Services 
£’000
Unallocated 
£’000
Total 
£’000
Contract revenue 58,872 44,768 – – 103,640
Permanent revenue 6,845 1,208 – – 8,053
Technology Services – – 3,113 – 3,113
Total revenue from external customers 65,717 45,976 3,113 – 114,806
Discontinued operations – – (3,113) – (3,113)
Group’s revenue per consolidated statement of comprehensive income 65,717 45,976 – – 111,693
Gross profit from continuing operations 14,304 5,256 – – 19,560
Gross profit from discontinued operations – – 1,442 – 1,442
Total gross profit 14,304 5,256 1,442 – 21,002
Administrative expenses (12,262) (1,365) (1,574) – (15,201)
 Contribution from continuing operations 2,042 3,891 – – 5,933
Discontinued operations – – (132) – (132)
Central administrative expenses – – – (3,884) (3,884)
 Earnings before interest, tax, depreciation, amortisation and
 separately identifiable items 2,042 3,891 – (3,708) 2,225
 Amortisation, depreciation and impairment – – – (176) (176)
Profit from continuing operations before separately identifiable items 2,042 3,891 – (3,884) 2,049
Finance costs (579) (579)
Finance income – – – 2 2
Profit from continuing operations before tax and separately 
identifiable items 2,042 3,891 – (4,461) 1,472
Separately identifiable items (642)
Profit from continuing operations before tax 830
Statement of financial position
Reportable segment assets 20,778 10,451 – 200 31,429
Reportable segment liabilities (14,535) (10,826) – – (25,361)
6. Segment information continued 31
Rethink Group  Annual Report and Accounts 2013
Continuing operations Discontinued 2013
2012
Recruitment 
£’000
Talent 
Management 
£’000
Technology 
Services 
£’000
Unallocated 
£’000
Total 
£’000
Contract revenue 51,540 26,948 – – 78,488
Permanent revenue 7,153 1,618 – – 8,771
Technology Services – – 3,942 – 3,942
Total revenue from external customers 58,693 28,566 3,942 – 91,201
Discontinued operations (3,942) (3,942)
Group’s revenue per consolidated statements of comprehensive income 58,693 28,566 – – 87,259
Gross profit 14,084 4,102 1,932 – 20,118
Administrative expenses (13,386) (1,634) (1,917) – (16,937)
 Contribution from ongoing operations 698 2,468 15 – 3,181
Central administrative expenses (3,693) (3,693)
 Earnings before interest, tax, depreciation, amortisation and 
separately identifiable items 67
 Amortisation and depreciation (172)
Loss from continuing operations before separately identifiable 
items (105)
Finance costs (386) (386)
Finance income 1 1
Loss from continuing operations before tax and separately 
identifiable items (490)
Separately identifiable items (267)
Loss from continuing operations before tax (757)
Statement of financial position
Reportable segment assets 21,487 5,195 1,907 – 28,589
Reportable segment liabilities (16,819) (5,176) (1,365) – (23,360)
Segment reportable administrative expenses consist primarily of staff, office and general expenses.
Segment reportable assets consist primarily of property, plant and equipment, intangible assets, inventories, trade and other receivables 
and cash.
Segment reportable liabilities consist primarily of trade and other payables, bank loans and finance leases and tax payable.
The 2012 comparative numbers have been restated to show the effect of the discontinued operations in 2013. 
External revenue by  
location of customers
Non-current assets by  
location of assets
Geographical information
2013 
£’000
2012 
£’000
2013 
£’000
2012
 £’000
United Kingdom 91,700 70,581 4,429 4,555
Other 19,993 16,678 69 50
111,693 87,259 4,498 4,605
Revenues from single customers that exceed 10% or more of total Group revenues in 2013 are £19,839k (2012: £nil).
6. Segment information continued 32
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
7. Taxation
2013 
£’000
2012 
restated 
£’000
Current tax expense
UK corporation tax on profit/(loss) for the year 181 1
Adjustments in respect of prior years (10) 27
171 28
Deferred tax (note 22)
Origination and reversal of timing differences 1 8
Adjustment in respect of prior year – (15)
1 (7)
Total tax expense 172 21
Factors affecting the tax charge
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the UK applied to 
profits for the year are as follows:
2013 
£’000
2012 
£’000
Profit/(loss) from continuing operations 658 (778)
Total tax expense 172 21
Profit/(loss) before taxation 830 (757)
Expected tax charge based on the standard rate of corporation tax in the UK of 23.25% (2012: 24.5%) 193 (185)
Lower rates of tax on overseas earnings (68) 24
Items disallowed/(non-taxable) for tax 71 131
Other permanent differences (14) (54)
Losses carried back – 88
Deferred tax – adjustment in respect of prior year – (15)
Corporation tax – adjustments in respect of prior years (10) 32
Total tax expense 172 21
8. Separately identifiable items
2013 
£’000
2012 
£’000
Debit included within administrative expenses:
Impairment of goodwill (note 11) – 422
Restructuring and reorganisation costs 642 –
642 422
Credit included within finance income:
Reduction in deferred consideration on acquisition – 155
During the year the Group incurred certain restructuring and reorganisation costs which are unlikely to recur in the future. 
These costs include compromise agreements associated with a Board restructure, bank exit fees, office closure costs and termination 
of a software project.  33
Rethink Group  Annual Report and Accounts 2013
9. Earnings/(loss) per share
2013 
£’000
2012 
£’000
Numerator
Profit/(loss) for the year – used in basic and diluted EPS 856 (748)
Denominator
Weighted average number of shares used in basic EPS 115,385 110,383
Effects of:
Employee share options 571 –
Contingent on business combinations – –
Weighted average number of shares used in diluted EPS 115,956 110,383
Earnings per share of 0.742p (2012: loss per share of 0.678p) is calculated by dividing the profit (2012: loss) attributable to equity holders 
of the Group by the weighted average number of Ordinary shares in issue.
Earnings per share for continuing operations of 0.570p (2012: loss per share of 0.802p) is calculated by dividing the profit from continuing 
operations of £658k (2012: loss of £778k) attributable to equity holders of the Group by the weighted average number of Ordinary shares 
in issue.
IAS 33 earnings per share defines dilution as a reduction in earnings per share or an increase in loss per share resulting from the 
assumption that convertible instruments are converted, that options or warrants are exercised, or that ordinary shares are issued upon 
the satisfaction of specified conditions. In the current year, the fully diluted earnings of 0.738p per share has been calculated by adjusting 
the weighted average number of Ordinary shares that existed during the year by existing share options, share incentive plans and the 
contingent share consideration on business combinations, assuming dilution through conversion of all existing options and shares held 
in share plans. As the conditions were not met in the prior year, the number of shares used in the calculation of the diluted EPS 
calculation is identical to the number of shares used in the basic EPS calculation.
An adjusted EPS figure has been provided to show the level of earnings/(loss) per share before the impact of separately identifiable items.
2013 
£’000
2012 
£’000
Numerator
Profit/(loss) for the year – used in basic and diluted EPS 856 (748)
Adjusted:
Separately identifiable items 642 –
Impairment of investment – 422
Reduction in deferred consideration on acquisition – (155)
Earnings/(loss) used for the adjusted EPS calculation before separable items 1,498 (481)
Adjusted:
Profit on discontinued operations (198) (30)
Earnings/(loss) used for the adjusted EPS calculation before separable item for continuing operations 1,300 (511)
Weighted average number of shares used in basic EPS 115,385 110,383
Earnings/(loss) per share before the impact of separately identifiable items 1.298p (0.436)p
Earnings/(loss) per share before the impact of separately identifiable items for continuing operations 1.127p (0.527)p
10. Dividends
2013 
£’000
2012 
£’000
Prior year final dividend paid of £nil (2012: 0.233p) per Ordinary share – 254
The Directors have not recommended a final dividend. 34
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
11. Goodwill and impairment
Group
2013 
£’000
2012 
£’000
Net book value and cost at start of year 3,966 4,703
Impairments:
Berkley Recruitment Group (Asia) Pte. Limited – (422)
Foreign exchange rate movements 84 (315)
Net book value and cost at end of year 4,050 3,966
Details of goodwill allocated to cash-generating units (‘CGUs’) are as follows:
Goodwill carrying amount
At 
31 December 
2013 
£’000
At 
31 December 
2012 
£’000
ReThink Recruitment (Southend) Limited – 679
ReThink MEA FZCO 250 250
Trusttech Limited – 32
Berkley Recruitment (Group) Limited 3,089 3,005
ReThink Recruitment Solutions Limited 711 –
4,050 3,966
Goodwill has been allocated to internal CGUs which have been deemed to be the applicable legal entities acquired. Goodwill has been 
tested for impairment at 31 December 2013 by reference to the recoverable amount of the CGU. No impairment is deemed necessary 
in the current year. Following this test in the prior year, the goodwill relating to Berkley Recruitment Group (Asia) Pte. Limited was 
fully impaired.
The recoverable amount of each CGU has been determined from value in use calculations based on cash flow projections from formally 
approved budgets covering a one-year period to 31 December 2013 and then extrapolated to 2017 and in perpetuity (with zero growth 
rate) thereafter.
Following a Group restructure, striking off applications were filed for ReThink Recruitment (Southend) Limited and Trusttech Limited 
within the year. The related goodwill has been reallocated to ReThink Recruitment Solutions Limited where the trade now resides. This is 
now deemed to be an appropriate level for review. 
Key assumptions included in the extrapolated projections are as follows:
2013 
All 
investments 
%
2012 
All 
investments 
%
Discount rate 13.0% 13.0%
Growth rate and inflation 5.0% 5.0%
The value in use calculations use a pre-tax discount rate which has been derived from a post-tax discount rate of 13% based on the 
Group’s weighted average cost of capital. The growth rate and inflation have been based on independent economic data and reflect 
management’s assessment of specific risks related to the CGUs, specifically in the geographic regions and market sectors of the 
acquisitions made in the current year. 35
Rethink Group  Annual Report and Accounts 2013
11. Goodwill and impairment continued
Sensitivity to changes in assumptions
The actual total recoverable amounts for the appropriate CGUs exceed their carrying values by £11.4m (2012: £12.0m), with positive cash 
flows projected in all years. 
There are no reasonably possible factors that would cause the carrying value to exceed the recoverable amount for all cash-generating units 
except Berkley Recruitment (Group) Limited. Sensitivity analysis has been provided below for Berkley Recruitment (Group) Limited. 
If any of the following changes were made to the key assumptions, the carrying amount and recoverable amount would be equal.
Berkley Recruitment (Group) Limited
Discount rate Increase from 13% to 15.8%
Growth rate Reduction from 5% to minus 2%
12. Property, plant and equipment
Group
Improvements 
to property 
£’000
Fixtures and 
fittings 
£’000
Computer 
equipment 
£’000
Under 
construction 
£’000
Motor 
vehicles 
£’000
Total 
£’000
Cost
At 1 January 2013 146 348 762 65 12 1,333
Additions 9 44 27 73 – 153
Disposals (5) (133) (205) (104) – (447)
At 31 December 2013 150 259 584 34 12 1,039
Depreciation
At 1 January 2013 123 158 510 – 12 803
Charge for year 19 41 93 – – 153
Disposals (5) (131) (162) – – (298)
At 31 December 2013 137 68 441 – 12 658
Net book value
At 31 December 2013 13 191 143 34 – 381
At 31 December 2012 23 190 252 65 – 530
The net book value of tangible fixed assets for the Group includes an amount of £103k (2012: £145k) in respect of assets held under finance 
leases and hire purchase contracts. All these assets are classified as computer equipment.
Group
Improvements to 
property 
£’000
Fixtures and 
fittings 
£’000
Computer 
equipment 
£’000
Under 
construction 
£’000
Motor 
vehicles 
£’000
Total 
£’000
Cost
At 1 January 2012 142 261 530 – 12 945
Additions 4 97 241 65 – 407
Disposals – (10) (9) – – (19)
At 31 December 2012 146 348 762 65 12 1,333
Depreciation
At 1 January 2012 92 139 387 – 5 623
Charge for year 31 29 132 – 7 199
Disposals – (10) (9) – – (19)
At 31 December 2012 123 158 510 – 12 803
Net book value
At 31 December 2012 23 190 252 65 – 530
At 31 December 2011 50 122 143 – 7 322 36
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
Company
Improvements  
to property 
£’000
Fixtures and 
fittings 
£’000
Computer 
equipment 
£’000
Under 
construction 
£’000
Total 
£’000
Cost
At 1 January 2013 46 39 32 8 125
Additions – 6 10 45 61
Disposals – – (2) (32) (34)
At 31 December 2013 46 45 40 21 152
Depreciation
At 1 January 2013 26 6 6 – 38
Charge for year 8 8 7 – 23
At 31 December 2013 34 14 13 – 61
Net book value
At 31 December 2013 12 31 27 21 91
At 31 December 2012 20 33 26 8 87
The net book value of tangible fixed assets for the Company includes an amount of £nil (2012: £nil) in respect of assets held under finance 
leases and hire purchase contracts. All these assets are classified as computer equipment.
Company
Improvements  
to property 
£’000
Fixtures and 
fittings 
£’000
Computer 
equipment 
£’000
Under 
construction 
£’000
Total 
£’000
Cost
At 1 January 2012 46 8 12 – 66
Additions – 31 20 8 59
At 31 December 2012 46 39 32 8 125
Depreciation
At 1 January 2012 18 1 3 – 22
Charge for year 8 5 3 – 16
At 31 December 2012 26 6 6 – 38
Net book value
At 31 December 2012 20 33 26 8 87
At 31 December 2011 28 7 9 – 44
12. Property, plant and equipment continued 37
Rethink Group  Annual Report and Accounts 2013
13. Intangible assets
Group
Development 
costs 
£’000
Software 
licences 
£’000
Total
 £’000
Cost
At 1 January 2013 215 76 291
Additions – internally developed 32 – 32
Disposals (165) (40) (205)
At 31 December 2013 82 36 118
Amortisation
At 1 January 2013 139 72 212
Charge for year 20 3 22
Disposals (129) (41) (170)
At 31 December 2013 30 34 64
Net book value
At 31 December 2013 52 2 54
At 31 December 2012 77 3 80
Software licences are acquired separately and are leased to clients. Development costs are all internally generated and in relation to new 
software products.
Group
Development 
costs 
£’000
Software 
licences 
£’000
Total
 £’000
Cost
At 1 January 2012 131 76 207
Reclassification from property, plant and equipment – – –
Additions – internally developed 84 – 84
At 31 December 2012 215 76 291
Amortisation
At 1 January 2012 66 61 127
Charge for year 72 12 84
At 31 December 2012 138 73 211
Net book value
At 31 December 2012 77 3 80
At 31 December 2011 65 15 80 38
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
13. Intangible assets continued
Company
Development 
costs 
£’000
Software 
licences
 £’000
Total 
£’000
Cost
At 1 January 2013 22 – 22
Additions – purchased – – –
At 31 December 2013 22 – 22
Amortisation
At 1 January 2013 3 – 3
Charge for year 8 – 8
At 31 December 2013 11 – 11
Net book value
At 31 December 2013 11 – 11
At 31 December 2012 19 – 19
Company
Development 
costs 
£’000
Software 
licences 
£’000
Total 
£’000
Cost
At 1 January 2012 – – –
Additions – purchased 22 – 22
At 31 December 2012 22 – 22
Amortisation
At 1 January 2012 – – –
Charge for year 3 – 3
At 31 December 2012 3 – 3
Net book value
At 31 December 2012 19 – 19
At 31 December 2011 – – – 39
Rethink Group  Annual Report and Accounts 2013
14. Investments
Group
Other 
investments 
£’000
Cost
At 1 January 2013 5
Revaluation 7
At 31 December 2013 12
Net book value
At 31 December 2013 12
At 31 December 2012 5
Company
Subsidiaries 
£’000
Other 
investments 
£’000
Total 
£’000
Cost
At 1 January 2013 509 5 514
Revaluation – 7 7
At 31 December 2013 509 12 521
Net book value
At 31 December 2013 509 12 521
Company
Subsidiaries 
£’000
Other 
investments 
£’000
Total 
£’000
Cost
At 1 January 2012 509 – 509
Additions – 5 5
At 31 December 2012 509 5 514
Net book value
At 31 December 2012 509 5 514
The principal subsidiaries of the Rethink Group plc, all of which have been included in the consolidated financial statements, are 
as follows:
Name Nature of business
Country of 
incorporation
Proportion 
of ownership 
interest and 
Ordinary share 
capital held
ReThink Professional Services Limited Talent Management England 100%
ReThink Recruitment Solutions Limited Recruitment Services England 100%
ReBuild Recruitment Services Limited** Recruitment Services England 100%
ReThink Recruitment (Southend) Limited** Recruitment Services England 100%
Aiimi Limited Technology Services England 100%
Otravida Search Limited Recruitment Services England 100%
Trusttech Limited** Technology Services England 100%
ReThink MEA FZCO* Recruitment Services UAE 100%
Berkley Recruitment (Group) Limited* Recruitment Services Ireland 100%
Berkley Recruitment Group (Asia) Pte. Limited* Recruitment Services Singapore 100%
Rethink Acquisitions Limited Holding Company England 100%
Rethink Group Inc. Recruitment Services USA 100%
*  The shareholding in these companies are indirect via a subsidiary undertaking.
** Application to strike off has been filed within the year. 
During 2012 an investment was made in Port Erin Biopharma Investments Limited. The percentage holding is negligible. 40
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
15. Trade and other receivables
Group 
2013 
£’000
Group 
2012 
£’000
Company 
2013 
£’000
Company 
2012 
£’000
Trade receivables 22,539 21,652 – –
Amounts owed by Group undertakings – – 8,367 8,304
Other receivables 396 203 357 144
Prepayments and accrued income 2,335 1,004 – –
25,270 22,859 8,724 8,448
The fair value of trade and other receivables is not materially different to the carrying amount.
Included within Group trade receivables is an amount of £21,843k (2012: £21,308k) subject to invoice discounting. 
Trade receivables subject to invoice discounting are recognised as the Group retains the significant risks and benefits. Payments received 
from invoice discounting providers are shown as advances on invoice discounting facility (note 17).
16. Trade and other payables
Group 
2013 
£’000
Group 
2012 
£’000
Company 
2013 
£’000
Company 
2012 
£’000
Trade payables 8,209 6,524 240 304
Amounts owed to Group undertakings – – 5,057 5,115
Social security and other taxes 2,434 2,349 71 68
Other payables 182 126 63 27
Accruals 1,035 1,196 – –
11,860 10,195 5,431 5,514
Book values of trade and other payables approximate to fair value.
17. Financial liabilities – loans and borrowings
Group 
2013 
£’000
Group 
2012 
£’000
Company 
2013 
£’000
Company 
2012 
£’000
Current:
Finance lease 35 49 35 49
Advances on invoice discounting facility 13,304 12,437 – –
Redeemable Preference shares – 628 – –
13,339 13,114 35 49
Group 
2013 
£’000
Group 
2012 
£’000
Company 
2013 
£’000
Company 
2012 
£’000
Non-current:
Finance lease 7 40 7 40
7 40 7 40
The total minimum amount of future finance lease payments due are as follows:
2013 
£’000
2012 
£’000
Not later than one year 35 49
Later than one year and not later than five years 7 40
42 89
The difference between the total minimum amount of future finance lease payments and total liability are future interest payments. An 
analysis of the interest rate payable on financial liabilities and information about fair values is given in note 20.
The present value of future lease payments approximates to the book value. 41
Rethink Group  Annual Report and Accounts 2013
Redeemable Preference shares
In the prior year Rethink Acquisitions Limited issued 496,128 (3.6%) non-voting redeemable Preference shares with a par value of €1 per 
share in part settlement of the deferred consideration following the acquisition of Berkley Recruitment (Group) Limited and Berkley 
Recruitment Group (Asia) Pte. Limited. These shares were redeemed on 30 June 2013. 
18. Operating leasing agreements
The Group leases its properties. The terms of property leases vary from location to location, although they all tend to be tenant repairing 
with rent reviews every two to five years, and typically have break clauses.
The total future minimum lease payments are due as follows:
Non-cancellable operating leases
Group
2013 
£’000
2012 
£’000
Not later than one year 257 494
Later than one year and not later than five years 247 505
504 999
Non-cancellable operating leases
Company
2013 
£’000
2012 
£’000
Not later than one year 257 440
Later than one year and not later than five years 247 496
504 936
19. Share-based payment
The Group operates a share option scheme for employees, being an Enterprise Management Incentive scheme (‘EMI’). The EMI options 
are subject to the employee being employed at the vesting qualification point. Share options were also issued outside of the EMI.
The total options vest as set out below:
31 December 2013 31 December 2012
Weighted average 
exercise price 
£ Number 
Weighted average 
exercise price 
£ Number
Outstanding at beginning of year 0.093 23,125,614 0.082 30,676,500
Granted during the year 0.065 6,422,423 0.031 6,532,864
Exercised during the year 0.040 (2,375,000) 0.047 (5,446,250)
Lapsed during the year 0.098 (9,211,173) 0.097 (8,637,500)
Outstanding at end of year 0.062 17,961,864 0.093 23,125,614
Of the total number of options outstanding at the end of the year 1,545,000 (2012: 3,575,000) had vested and were exercisable at the end of 
the year.
The exercise price of options outstanding at the end of the year ranged between 6p and 6.12p (2012: ranged between 4p and 11p).
Options granted during 2009 vest as follows:
50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.
50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.
Options granted during 2010 vest as follows:
For 7,370,000 options granted during 2010:
50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.
50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.
At the year end 2,652,500 options were still outstanding.
17. Financial liabilities – loans and borrowings continued 42
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
Options granted during 2011 vest as follows:
For 7,375,000 options granted during 2011:
50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.
50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.
At the year end 2,495,000 options were still outstanding.
For 4,809,000 options granted during 2011:
100% of options 36 months after grant, with any options not exercised within 10 years, to lapse. 
At the year end 4,809,000 options were still outstanding.
Options granted during 2012 vest as follows:
For 4,552,864 options granted during 2012:
50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.
50% of options 48 months after grant, with any options not exercised within 10 years from the original grant, to lapse.
At the year end 1,790,441 options were still outstanding.
Options granted during 2013 vest as follows:
For 2,182,423 options granted during 2013:
50% of options 36 months after grant, with any options not exercised within 10 years, to lapse.
50% of options 60 months after grant, with any options not exercised within 10 years from the original grant, to lapse.
For 300,000 options granted during 2013:
100% of options 36 months after grant, with any options not exercised within 10 years, to lapse subject to performance criteria.
For 3,250,000 options granted during 2013:
33% of options 12 months after grant, with any options not exercised within 10 years, to lapse.
33% of options 24 months after grant, with any options not exercised within 10 years, to lapse.
33% of options 36 months after grant, with any options not exercised within 10 years, to lapse.
During the year any options outstanding considered to be underwater, priced at less than 6.75p, were modified and re-priced at 6.12p.
The weighted average fair value of each option granted during the year was £0.119 (2012: £0.029).
The following information is relevant in determination of the fair value of the options granted and modified during the year.
Option pricing model used
2013 
Black-Scholes
2012 
Black-Scholes
Weighted average share price at grant date (£) 0.164 0.085
Weighted average exercise price (£) 0.06 0.09
Weighted average volatility 15% 15%
Dividend growth 1.8% 1.8%
Weighted risk free interest rate 0.5% 0.5%
Volatility is based on management’s best estimate having reviewed the average weekly share price of quoted comparable companies.
The Group did not enter into any share-based payment transactions with parties other than employees during 2013 or 2012.
A share-based payment has been charged to the statement of comprehensive income (Group and Company) of £5k (2012: £5k). The 
weighted average contractual life of options is 8.4 years (2012: 6.3 years).
19. Share-based payment continued 43
Rethink Group  Annual Report and Accounts 2013
20. Financial instruments – risk exposure and management
All financial assets are held as loans and receivables. All financial liabilities are held at amortised cost.
The Group is exposed through its operations to one or more of the following financial risks that arise from its use of financial 
instruments.
• Market risk
• Foreign currency risk
• Credit risk
• Liquidity risk
• Interest rate risk
Policy for managing these risks is set by the Board following recommendations from the Chief Financial Officer. Certain risks are 
managed centrally, while others are managed locally following guidelines communicated from the Board. The policy for each risk is 
described in more detail below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in interest rate 
(interest rate risk).
Foreign currency risk
Foreign currency risk arises due to contractors and/or clients being based in countries whose functional currency is not the same as the 
Group’s primary functional currency (Sterling). Transactions involving overseas contractors and clients are exposed to currency risk 
giving rise to gains or losses on translation into Sterling. Currencies the Group transacts in are US Dollars, Singapore Dollars, Euros and 
Arab Emirate Dirhams. Risk is mitigated by ensuring wherever possible sales transactions are in the same currency as the relevant costs  
of sale transactions.
As the Group mitigates foreign currency risk by offsetting gains and losses on sales and cost of sales transactions, the impact on the 
financial statements of a 1% change in the exchange rates during the year would have been negligible (2012: negligible).
Credit risk
The Group is mainly exposed to credit risk from invoiced sales where cash is not received at the statement of financial position date. 
However, the Group reduces its risk through appropriate use of credit insurance, when available, with a maximum insured balance per 
individual claim of £750k, but extended to £2m for the Group’s largest customer (2012: £2m).
The Group also maintains invoice discounting facilities which enable its receivables to be financed. At the statement of financial position 
date £2,886k (2012: £5,050k) of trade receivables was considered overdue and not impaired. Aging of the trade receivables considered 
overdue is as follows:
Days from date of invoice
2013
 £’000
2012 
£’000
16–30 40 73
30–60 1,826 2,355
60–90 514 1,419
90–120 242 715
>120 264 488
Individually impaired amounts – –
2,886 5,050
Of the trade receivables considered overdue £2,569k (2012: £3,437k) is subject to credit insurance.
Regular management review is made to assess the recoverability of gross receivables and provision is made accordingly. No provision has 
been made against trade receivables in the current and prior year. 
The Group has a wide range of customers and seeks to constantly develop and broaden its relationships. Current active customer numbers 
exceed 700. The top 10 customers of the Group account for 49% of revenue in 2013 (2012: 42%). 44
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
Trade receivables at the statement of financial position date relating to the top 10 customers are as follows:
2013 
£’000
2012 
£’000
Balance at 31 December 7,545 6,885
Having considered concentrations of credit risk, the Group believes risk across trade receivables to be low (and hence the quality of 
debtors as high) for the following reasons:
• The customer portfolio, whilst including a number of individually significant accounts, largely comprises of substantial ‘blue chip’ 
companies operating in a variety of sectors where the historic incidence of bad debt has been negligible.
• Year end bad debt provisioning, after detailed review, is negligible.
Additional analysis of our year end trade receivables is:
2013
 £’000
2012 
£’000
Commercial 22,185 21,473
Public sector bodies 354 179
22,539 21,652
The Board do not consider there to be significant concentrations of commercial customers with shared characteristics, other than 
predominantly operating in the UK, with the only other concentration of risk potentially being the public sector where the Board believes 
credit risk to be low. The Group’s total exposure to debt risk is trade debtors of £22,539k (2012: £21,652k).
At the year end, the Company was owed £8,367k (2012: £8,304k) by its subsidiaries. The Company has made no provision for impairment 
of this debt (2012: £nil).
During the course of the year, the Group has continued to develop its business in the Middle East and with it, its exposure to a market 
with less rigorous payment processes. The Directors ensure that these credit risk challenges are minimised by maintaining careful 
monitoring of these clients.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and finance charges. It is the risk that the Group will encounter 
difficulty in meeting its financial obligations as they fall due.
The liquidity risk is managed centrally by the finance function. Budgets are set locally and centrally, and are agreed by the Board annually 
in advance, enabling the Group’s cash flow requirements to be anticipated. Where facilities of Group entities need to be increased, 
approval of the Chief Financial Officer must be sought. When the amount of the facility is above a certain level the agreement of the 
Board is needed.
Interest rate risk
The Group’s external borrowings at the statement of financial position date comprise a short-term overdraft and an invoice discounting 
facility. The Group does not seek to fix interest on this borrowing, as the Board considers the exposure to interest rate risk acceptable,  
due to the low levels of debt.
The interest profile of the Group’s financial assets and liabilities are as follows:
Invoice discounting liabilities are payable at 2.3% (2012: 1.8%) above base rate.
There was no overdraft facility during 2013. Overdraft facilities during 2012 were payable at 2.0% above base rate.
If during the year base rates had been 0.5% higher, interest charges would have been £69k higher (2012: £55k), with a corresponding 
decrease in net assets.
20. Financial instruments – risk exposure and management continued 45
Rethink Group  Annual Report and Accounts 2013
Capital disclosures
The Group’s objectives when maintaining capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and 
benefits for other stakeholders; and
• to provide an adequate return to shareholders commensurate with the level of risk.
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments  
to it in the light of economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital 
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell 
assets to reduce debt.
Total capital is categorised as follows:
2013
 £’000
2012 
£’000
Share capital 117 114
Share premium account 3,238 3,145
Retained earnings 2,739 2,108
6,094 5,367
To the extent financial assets and liabilities are not carried at fair value in the statements of financial position, book value approximates to 
fair value at 31 December 2013 and 2012.
21. Financial assets and liabilities – other disclosures
Maturity of financial liabilities
The following table illustrates the contractual maturity of the Group’s financial liabilities, excluding bank borrowing and finance leases 
that must be settled gross, based where relevant, on interest rates and exchange rates prevailing at the statement of financial position date.
At 
31 December 
2013
 £’000
At 
31 December 
2012
 £’000
In less than one year 11,860 10,823
The maturity of trade and other payables is as follows:
At 
31 December 
2013
 £’000
At 
31 December 
2012
 £’000
Days from date of invoice:
0–30 7,918 5,882
30–60 37 300
60–90 139 278
90–120 52 8
>120 63 56
8,209 6,524
Maturity of bank balances is shown below.
Finance facilities
In May 2013 the Group entered into a three-year arrangement with Bank Leumi to provide a new invoice discounting facility of £20m. 
This replaced the existing arrangements that the Group had in place with Lloyds Banking Group and Bank of Ireland Invoice Finance. 
The Group’s principal bankers are Bank Leumi, through whom there is a main invoice discounting facility of £20m (2012: £16.85m). The 
principal terms of this invoice discounting facility are that it is an umbrella Group facility with 90% availability against sales invoices. 
In 2012 the Group also had an invoice discounting facility through Bank of Ireland Invoice Finance. This facility was €3m with 85% 
availability against sales invoices. 
20. Financial instruments – risk exposure and management continued 46
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
Borrowing facilities
The Group had undrawn committed borrowing facilities available at 31 December 2013. The borrowings are secured by fixed and floating 
charges in favour of the Group’s bankers. All bank borrowings are on a floating rate fixed above base rate. The carrying value of assets 
pledged as security at 31 December 2013 is £31,429k (2012: £28,589k).
Subject to the above, the invoice discounting facility takes first security over the trade receivables. Facilities available but not utilised at 
statement of financial position date are as follows:
At 
31 December 
2013
 £’000
At 
31 December 
2012
 £’000
Overdraft – expiry within one year – 100
Invoice discounting – expiry within one year 6,696 6,855
6,696 6,955
Invoice discounting is available within the overall limits as set out above but is further restricted by conditions including total value of 
sales invoices raised, percentage entitlement and specific debt exclusion.
22. Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 20% (2012: 23%).
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets 
because the Directors believe that it is probable that these assets will be recovered.
Deferred tax liabilities have been recognised in respect of temporary differences with regard to capital allowances in advance of 
depreciation giving rise to deferred tax liabilities because it is probable that these amounts will become payable.
The movements in deferred tax assets and liabilities during the year are shown below.
Details of the deferred tax asset, amounts charged to the consolidated statement of comprehensive income and amounts charged to 
reserves are as follows:
Group
31 December 
2013
 £’000
31 December 
2012 
£’000
At start of year 13 11
Previously recognised deferred tax assets written off in the year 2 2
Charge for the year (3) –
At end of year 12 13
Deferred tax asset 62 24
Deferred tax liability (50) (11)
12 13
The Company has a deferred tax liability of £16k (2012: £6k).
21. Financial assets and liabilities – other disclosures continued 47
Rethink Group  Annual Report and Accounts 2013
23. Share capital
Group and Company
At 31 December 2013 At 31 December 2012
Authorised Number £’000 Number £’000
Ordinary shares of 0.1p 145,000,000 145 145,000,000 145
At 31 December 2013 At 31 December 2012
Issued Ordinary shares of 0.1p each Number £’000 Number £’000
At the beginning of the year 114,142,786 114 104,231,887 104
Issued during the year – – 4,464,649 5
Share options exercised 2,375,000 3 5,446,250 5
At the end of the year 116,517,786 117 114,142,786 114
At 31 December 2013 At 31 December 2012
Allotted, issued and fully paid Number £’000 Number £’000
Ordinary shares of 0.1p 116,517,786 117 114,142,786 114
24. Reserves
Reserves consist of the following:
Share capital – Share capital records the nominal value of shares in issue.
Share premium account – Amounts subscribed for share capital in excess of nominal value.
Merger reserve – Amounts subscribed for share capital in excess of nominal value on acquisition of another company.
Translation reserve – Represents the gain or loss arising on the translation of the foreign subsidiary.
Shares to be issued – Shares for which consideration has been received but which are not yet issued.
Retained earnings – Represents total comprehensive income less any amounts dealt with in other reserves.
25. Related party disclosures
Details of key management’s emoluments are given in note 3. Directors are considered to be the only key management personnel.
Options over shares in the Company held or granted to the Directors serving at the year end were as follows:
Grant date Option price
Options at 
31 December 
2013
Options 
exercised 
in the year
Gain on 
options 
exercised 
in the year 
£’000
R O’Callaghan 6 February 2007 
and 16 December 2010 
and 15 November 2011
4.00p 
6.12p 
6.12p
– 
250,000 
250,000
750,000 
– 
–
22 
– 
–
I P Blair 30 April 2007 4.00p – 250,000 8
J Butterfield (resigned 17 January 2013) 30 April 2007 4.00p – 250,000 6
M J Bennett 30 April 2007 4.00p – 250,000 8
F Brosnan 21 June 2011 11.00p 2,404,500 – –
S Greenwood 21 June 2011 11.00p 2,404,500 – –
S Wright 17 April 2012 6.12p 2,590,364 – –
7,899,364 1,500,000 44
There are no trading transactions between the parent and subsidiaries other than recharges of costs incurred. Amounts outstanding at  
31 December 2013 and 2012 are disclosed within notes 15 and 16.
During the year the Group incurred costs of £68k (2012: £59k) from Capel Property. This business is a partnership between Directors  
S Greenwood and F Brosnan, and is in reference to two separate office property leases in Dublin and Cork. There was no outstanding 
balance at 31 December 2013. 48
Rethink Group  Annual Report and Accounts 2013
Notes to the financial statements continued
For the year ended 31 December 2013
26. Discontinued operations
In November 2013, the Group sold its 100% interest in Aiimi Limited. This is the only operation presented within the Technology 
Services segment. The post-tax gain on disposal of discontinued operations was determined as follows:
31 December 
2013 
£’000
Consideration received (and net cash inflow):
Cash 220
Other* 410
Total consideration received 630
Net assets disposed of:
Property, plant and equipment 12
Intangibles 35
Trade and other receivables 894
Trade and other payables (641)
At end of year 300
Gain on disposal of discontinued operations 330
*  Included in Other consideration are 3,600,000 Ordinary shares in the Company previously owned by the managing director of Aiimi Limited (and previously a Director of the 
Company) that have been placed with a third party for the benefit of the Company. As the Company has all the risks and rewards of the shares they have been recognised as part 
consideration for the sale of Aiimi at fair value at date of sale, being the mid-market share price of 6.38p. The shares have been correspondingly debited to equity reflecting the fact 
they are in substance ‘own shares held’, but not legally ‘treasury shares’.
The post-tax gain on disposal of discontinued operations was determined as follows:
Result of discontinued operation
31 December 
2013 
£’000
31 December 
2012 
£’000
Revenue 3,113 3,942
Expenses other than finance costs (3,232) (3,927)
Finance costs (13) (13)
Tax expense – 28
Gain from selling discontinued operation after tax 330 –
At end of year 198 30
Earnings per share from discontinued operation
31 December 
2013 
Pence
31 December 
2012 
Pence
Basic earnings per share 0.171 0.027
Diluted earnings per share 0.171 0.027
Statement of cash flows
The statement of cash flows includes the following amounts relating to discontinued operations:
31 December 
2013 
£’000
31 December 
2012 
£’000
Operating activities 241 102
Investing activities 283 (69)
Financing activities 13 –
Net cash from discontinued operations 537 33
27. Ultimate controlling party
The Directors do not consider any one party to exercise ultimate control over the Group.  
 
Company information
Plc Board Executive Board
J O’Sullivan S Wright
S Wright B Felton
B Felton  A Lord
P Crystal  M J Bennett
J Kirkham  I P Blair
 F Brosnan
 S Greenwood
 R O’Callaghan
Secretary
B Felton 
Registered Office
The Crane Building 
22 Lavington Street
London SE1 0NZ
Registered Number
5078352 (England and Wales)
Auditors
BDO LLP
3 Hardman Street
Manchester M3 3AT
Nominated Advisor
Shore Capital and Corporate Limited 
Bond Street House
14 Clifford Street
London W1S 4JU
Broker
Shore Capital Stockbrokers Limited
Bond Street House
14 Clifford Street
London W1S 4JU
Bankers
Bank of Scotland
40 Spring Gardens
Manchester
M2 1EN
Bank Leumi
20 Stratford Place
London W1C 1BG
Lawyers
Clarke Willmott
1 George Square
Bath Street
Bristol BS1 6BA
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Contact us
Registered Office
As above
London
The Crane Building, 22 Lavington Street, London SE1 0NZ
T 020 7367 4444
E iblair@rethinkgroupplc.com
Manchester
19 Spring Gardens, Manchester M2 1FB
T 0161 214 7450
E alord@rethinkgroupplc.com
Bristol
5th Floor, Newminster House, 27–29 Baldwin Street,  
Bristol BS1 1LT
T 0117 317 8888
E iblair@rethinkgroupplc.com
Birmingham
1st Floor, Christchurch House, 30 Waterloo Street,  
Birmingham B2 5TJ
T 0845 257 0220 or 0121 234 7100
E rocallaghan@rethinkgroupplc.com 
Dubai
802 Al Shafar Tower, TCOM, Dubai, UAE
T +971 4363 3955
E gsmith@rethink-recruitment.com 
Cork
Mill House, Carrigrohane, Cork
T +353 21428 9600
E fbrosnan@berkley-group.com
Dublin
509 The Capel Building, Mary’s Abbey, Dublin 7
T +353 1872 4666
E fbrosnan@berkley-group.com
Singapore
3 Anson Road #14-03, Springleaf Tower, Singapore, 079909
T +65 659 54555
E fbrosnan@berkley-group.com Rethink Group 
The Crane Building
22 Lavington Street 
London SE1 0NZ 
www.rethinkgroupplc.com
Rethink Group Annual Report and Accounts 2013