MSB International PLC
Annual Report 2004
Integrated Recruitment Services 01 Headlines
03 Chairman’s Statement
06 Chief Executive’s Review
10 Board of Directors
12 Directors’ Report
16 Remuneration Report
21 Independent Auditors’ Report
22 Consolidated Profit & Loss Account
23 Balance Sheets
24 Consolidated Cash Flow Statement
25 Statement of Group Total Recognised 
Gains & Losses
25 Reconciliation of Movements in Group 
Shareholders’ Funds
26 Notes to the Financial Statements
40 Five Year Financial Record
41 Notice of Annual General Meeting
MSB International: a leading human
capital solutions company providing
integrated recruitment services. Headlines
0.76p Earnings per share 
(2003: 0.16p loss – as restated)
£0.3m Pre-tax profits 
(2003: breakeven – as restated)
20.9% Reduction in operating costs
£67m Turnover (2003: £84m)
1.4p Final dividend proposed 
(2003: 1.4p)
First acquisition
32% growth in contractor numbers
First managed service win
Continued investment in new 
recruitment markets
Operational highlights MSB Technology, our market leading core business, delivers consultative solutions
in the recruitment of permanent and contract IT and telecommunications resource,
to support our clients in achieving their strategic business objectives.
Technology MSB achieved a number of significant
objectives during a year in which the
recruitment market remained depressed. We
have returned the Group to positive earnings,
substantially increased the number of
contractors on assignment and invested in
new business streams. We also won a major
contract in the lucrative managed service
market and made our first ever acquisition.
The first few months of the current financial year
have seen us continue to make steady progress
in achieving the strategic objectives summarised
below and, like many others in our sector, we
are sensing some early signs of an improvement
in market conditions. Whilst it may be too soon
to predict a sustained recovery, current levels of
activity show marked improvements on this time
last year. 
Results and Dividend
Turnover for the year was £67 million (2003: £84
million) with a profit before taxation of £311,000
(2003: £1,000 as restated). Earnings per share
were 0.76p (2003: 0.16p loss as restated).
Operating cash outflow was £1.7 million (2003:
£11.0 million inflow) resulting in a net cash
balance of £3.3 million (2003: £6.2 million).
The Board is recommending a final dividend of
1.4p (2003: 1.4p) bringing the total dividend for
the year to 2.1p (2003: 2.1p).
Management and Organisation
I am delighted to be able to announce the
appointment to the Board of Ian Ketchin as
Group Finance Director. Since October 2003 Ian
has been fulfilling the role of Company
Secretary and has been assisting Andrew
Zielinski in carrying out the duties of Group
Finance Director. Ian has been Group Financial
Controller since May 2003 during which time he
has demonstrated a clear understanding of the
business and is already a valued member of the
Operating Board. 
Our Operating Board, which comprises
executive Directors and senior managers from
across the business, continues to manage the
day to day running of the Group. It also provides
the Board with valued input on both tactical and
strategic issues and is proving itself to be an
effective team, bringing together many years of
experience from our sales & marketing,
operations and support departments.
After considerable restructuring during 2002, 
the organisational focus for 2003 was on a
return to stability whilst establishing new skill-
sets capable of responding to clients’ increased
demands for greater efficiency, improved 
quality and broader capabilities. As a result
MSB’s sales team and support staff are now
better equipped to respond effectively to the
new market conditions which have emerged in
recent years. 
Strategy
At the beginning of 2003 MSB set itself a
number of key objectives.
First and foremost was the need to return the
Group to positive earnings in a market which
had been depressed since 2001 and showed
few signs of improving. Continued stringent cost
controls and aggressive sales activities
throughout the year brought their reward and
enable me to report a return to positive earnings
per share.
Our second commitment was to ensure that the
drive for profitability did not stifle a measured
amount of investment for future growth. This
manifested itself during the year in a number 
of ways.
Towards the end of 2002 MSB announced
several self-funding initiatives aimed at
broadening the Group’s service offerings,
including the creation of MSB Finance and 
MSB Sales & Marketing.
To further support this diversification strategy,
three new divisions were launched in the
second half of 2003: MSB Human Resources,
MSB Engineering and MSB Supply Chain
Paul Davies
Non-executive Chairman
Chairman’s Statement 02/03 Management. Whilst still embryonic, these
businesses expand our recruitment capabilities
across a broader spectrum and enable us to
enhance our service offerings to both existing
and new clients. We would expect this mode of
organic diversification to continue on a
pragmatic and opportunistic basis.
Our focus on long-term client relationships has
enabled us to extend our traditional skills into
the larger managed service market. The
announcement in October 2003 of a major
contract with Unisys signalled significant
progress in this direction. Whilst we seek to
further increase the number of such agreements
we are mindful of the need to maintain a
balance with our traditional activities so as not
to over dilute margins.
In my statement last year I pointed out that
opportunities for acquisitions may present
themselves during the year and in November
2003 we announced MSB’s first ever acquisition
with the purchase of the business of Leading
Edge Recruitment. Whilst relatively small, this
acquisition has reinforced our core capabilities,
secured us a strong position with a new major
client, has proved to be earnings enhancing and
has given MSB valuable experience in the
acquisition arena.
This strategy of profit improvement, whilst
broadening the Group’s traditional services and
adding new capabilities by both organic and
through acquisitive means, will continue to be at
the centre of our thinking during the 
forthcoming year.
MSB People
Throughout yet another difficult trading year, the
staff and management at MSB continued to
demonstrate their professionalism and
commitment to the Group’s success. They have
responded positively to challenging market
conditions; have embraced the need for change
and continually seek out new ways to enhance
MSB’s range of services and reputation. MSB’s
enviable position as a quality provider of
integrated recruitment solutions is as a direct
result of their continued loyalty.
The Board wishes to express its thanks and
appreciation to them all.
Current Trading and Prospects
Whilst MSB has experienced increased activity
over the last few months, overall conditions
continue to be unpredictable. We have therefore
factored some market recovery in our 2004
planning process and continue to invest in our
growth plans.
Our strategy of broadening the Group’s service
offering and strengthening sales focus provides
us with the opportunity to expand into market
sectors previously closed to us whilst extending
the services we can provide to existing clients.
We have experienced improved trading in the
first two months compared to the same period
last year and, combined with the ongoing
developments in the structure of the business,
this gives the Board continued confidence in the
long term future of the Group. 
Chairman’s Statement continued 04/05 Specialising in the provision of high calibre Sales and Marketing professionals
within the IT and Telecommunications market, our reputation has been built on
delivering innovative recruitment solutions, with the emphasis on helping our 
clients maximise their competitive advantage.
Sales & Marketing I am pleased to report that during the year
we continued to make headway in line with
the Group’s operational and strategic
objectives. The business has been stabilised
and the Group returned to profitability. 
In the last 12 months, the Group’s core business
of Technology recruitment continued to evolve
to meet market demands while we continued to
research and open new recruitment sectors.
During the year we made our first acquisition to
further strengthen the Technology recruitment
division. In addition this division gained
recognition as a provider in the managed
service marketplace following the contract win
at Unisys.
Market Overview
Activity levels and market confidence in general
remained low, as reported at the half-year. In the
second half of the year, demand slowly
increased, however, pressure continued to be
exercised on contractor chargeable rates but
overall gross margins remained above 15%.
Technology Recruitment
The re-engineering of the sales model to adapt
to market conditions was concluded in the early
part of the year, which resulted in the Group
being better placed to build long term client
relationships. The division is broadly divided into
two recruitment sectors: contingency and
managed, the latter where there are formal
preferred supplier arrangements (PSLs) in place.
The contingency market, in particular, was
impacted by economic pressures and demand
in the earlier part of the year was low, but gross
margins were broadly held at prior year levels.
We were able to grow PSL turnover during the
year by 8%, resulting in a planned change of
business mix within the Technology division.
By the year end total contractor numbers had
grown by 32% and closed at a level not
experienced since May 2002. In November
2003, we acquired the business of Leading
Edge Recruitment which strengthened this
division and provided us with a platform for
entry into a number of important new clients. 
The Group expanded its domestic presence
with the opening of an office in Windsor and the
re-opening of the Glasgow office providing once
again a local, regionally-focused service to our
customers based in Scotland.
In addition to adapting the Group’s sales model
to deal with increased PSL business, we have
concentrated on maintaining overall gross
margins by revitalising the permanent
recruitment offering. Fourth quarter permanent
recruitment revenues grew 19% compared to
the same period last year. A stand alone
permanent technology recruitment search and
selection division has also been established to
provide bespoke recruitment solutions at 
senior levels.
The signing of a two year contract with a major
client, Unisys, represented an important
milestone for the Group. Our performance in
client relationship management and prompt
resource delivery created the opportunity for us
to formalise our relationship with Unisys which
has been a client for several years. We believe
that this win confirms that we have a
comprehensive integrated recruitment solutions
package to match the best.
Diversification
Our expansion into a wider range of recruitment
sectors continues to build resilience to the IT
economic cycle and enhances our overall
recruitment services. 
At the start of the year there were two non IT
divisions: MSB Finance and MSB Sales &
Marketing, which were launched late in 2002.
Both these divisions performed in line with
original estimates. During the year, the sector
range was further expanded to include MSB
Human Resources, MSB Engineering and
recently MSB Supply Chain Management
divisions. All are well positioned to grow
organically with the recruitment of additional
experienced personnel.
Other Products and Services
To complement our recruitment services, we
continued to provide a range of products and
related offerings including an Internet-based
recruitment management system “Vacancy
Manager”, AudIT (review of clients’ temporary
and permanent resource procurement) and HR
Express (outsourcing). These services and
products are specifically designed to address
clients’ integrated recruitment services needs
over and above the provision of staff and
differentiate MSB in the marketplace.
Management Structure
To reflect the growth in the Technology Division
and also the expansion into other recruitment
sectors, careful consideration has been given to
ensure the appropriate management structure
and organisation are in place. The Group will be
restructuring to have separate management for
the Technology and non-Technology divisions.
Sales & Marketing, Finance and other
administration will take on and provide group-
wide support roles.
Future Business Development
MSB has developed a better and more
balanced business through providing a broader
spread of recruitment sectors and services and
offers our clients a ‘one-stop shop’. In the
coming year, we will continue to expand the
business organically. At the same time
consideration will be given to further new
recruitment sector investment as well as
reviewing suitable acquisition opportunities.
Andrew M Zielinski
Chief Executive
Chief Executive’s Review 
Operating
06/07 The MSB Finance division recruits key personnel into the Banking & Financial
Services and Industry & Commerce sectors. Our consultants, with extensive
experience in these markets, deliver the highest levels of service to both 
clients and candidates.
Finance Turnover (£ millions)
00 01 02 03 04
184.9 157.8 146.0 84.1 67.3
Profit before tax 
(£ millions) * As restated
00 01 02 03* 04
5.0 2.6 1.9 0.0 0.3
With the increasing focus on reducing costs and releasing value from the supply
chain, demand for high calibre professionals for the supply chain, purchasing and
logistics sectors, has never been greater. We offer a consultative approach,
resourcing candidates at all levels of seniority.
Supply Chain Management Operating Results
Turnover from existing operations for the year
was £66.1 million against £84.1 million last year.
Turnover from the acquired Leading Edge
business was £1.2 million. The profit before tax
was £311,000 (2003: £1,000 as restated).
The Group generated a gross profit of £10.2
million (2003: £12.8 million) with gross margins
of 15.1% being achieved (2003: 15.2%).
Earnings per Share
The basic and diluted earnings per share were
0.76p, compared to a 0.16p loss (as restated) in
the previous year. The total number of shares in
issue at 31 January 2004 and throughout the
year was 20,501,979. 
The earnings per share computation excludes
985,000 shares, the average number of shares
held and not vested by the Group’s Employee
Benefit Trust during the year.
Taxation
The taxation charge is £162,000 on profit on
ordinary activities of £311,000. This represents
an effective rate of 52.1% and the reasons for
the departure from the standard corporation tax
rate of 30% are detailed in note 8, page 31.
Prior Year Adjustment
The Group has adopted UITF Abstract 38
“Accounting for ESOP Trusts” early. The UITF
requires that no gains or losses should be
recognised in the profit and loss account on the
purchase, sale or cancellation of an entity’s own
shares. It also requires that “investment in own
shares” be deducted from shareholders’ funds
rather then being held as an asset. 
As a consequence the prior year exceptional
charge of £422,000 relating to the write down of
the investment has been reversed. Prior year net
assets have been reduced by £497,000, being
the net effect of the reversal of the £422,000
exceptional charge and the transfer of the
resulting cost of investment of £919,000 to
shareholders’ funds.
Acquisition
On 17 November 2003 the Group acquired the
business of Leading Edge Recruitment for
£478,000 including acquisition costs. Funding of
the investment was from internal cash reserves.
Further details are set out in note 11, page 32.
Capital Structure
The Group is financed entirely from shareholders’
funds of £13.6 million. Cash at bank and in
hand was £3.3 million at 31 January 2004.
Cash Flow
Cash outflow from operating activities was £1.7
million (2003: £11.0 million inflow). The
acquisition of the Leading Edge business
resulted in a £0.5 million cash outflow, capital
expenditure was £0.1 million (2003: £0.1 million),
dividends paid totalled £0.4 million (2003: £0.4
million) and taxation of £0.4 million (2003: £0.7
million) was paid.
Working Capital
Trade debtors grew in the year mainly as a
result of an increased number of contractors
working and extended payment terms with
certain larger corporate clients. 
Borrowings
The Balance Sheet was free of debt at 31
January 2004. There was a positive cash
position of £3.3 million at the year-end. The
Group has no significant capital expenditure
plans for the year ahead.
Treasury
The Group finances its operations through
invoice discounting (facility not used in the
year), bank borrowings, retained profit and
working capital balances such as trade debtors
and creditors. No other financial instruments are
used. In the absence of any debt and with the
Group’s positive cash position, the Directors
consider that the levels of interest rate and
exchange rate risk are acceptable. Investment
of surplus cash on short-term deposits
generated interest income of £151,000 during
the year.
Going Concern
After making enquiries, the Directors have a
reasonable expectation that the Group has
adequate reserves to continue to fund
operations for the foreseeable future. For this
reason they continue to adopt the going
concern basis in preparing the financial
statements.
Andrew M Zielinski
Chief Executive
Earnings/(loss) 
per share (p) * As restated
00 01 02 03* 04
18.1 7.6 6.4 (0.16) 0.76
Dividends 
per share (p)
00 01 02 03 04
12.5 6.3 2.8 2.1 2.1
Chief Executive’s Review continued 
Financial
08/09 Directors
Andrew Zielinski, Peter Browne and Ian Ketchin
Paul Davies and Robert Gunlack Andrew M Zielinski
Chief Executive
Andrew was appointed Chief Executive Officer
in August 2002. A qualified Chartered Accountant,
he joined MSB and was appointed to the Board
as Finance Director in September 1998. Andrew
was formerly Finance Director of United
Newspapers Plc, the publishing subsidiary of
United News and Media Plc. Prior to this he
held senior financial positions with Ladbrokes
Group Plc and was Group Finance Director of
Hunterprint Group Plc.
Peter J Browne
Sales and Marketing Director 
Peter joined MSB as a salesman in 1987 and
was promoted to Sales Manager in 1994. In
March 1995 he joined the Board as Sales
Director responsible for the day-to-day sales
performance of the Company. In September
1998 Peter took on a new role as Marketing
Director and was appointed Sales and
Marketing Director in March 2000.
Ian Ketchin
Group Finance Director and Company Secretary
Ian qualified as a Chartered Accountant with
Ernst & Young in 1990, where he gained a wide
range of audit and advisory experience. Ian joined
MSB in May 2003 as Group Financial Controller
and was appointed Company Secretary in
October 2003. Ian was appointed Group Finance
Director on 29 March 2004.
Paul Davies
Non-executive Chairman and Chairman of the
Remuneration & Nomination Committee
Paul was appointed Non-executive Chairman in
November 2002. Until September 1999, Paul
was Chief Executive of Parity Plc, one of the
leading names in the UK recruitment and IT
services sectors, which he joined in 1993.
Before this he was Managing Director of
Easams Ltd., GEC's IT company, and previously
ran the systems integration business of 
SD-Scicon Plc. He has also been on the board
of Microgen Plc since 1999, where he is
currently Non-executive Deputy Chairman.
Robert H Gunlack
Non-executive Director and Chairman 
of the Audit Committee
Robert joined Price Waterhouse as a Chartered
Accountant in 1970 and became a Partner in
1979. He joined MSB as a Non-executive
Director in February 1996. In addition, he was
Chairman of Capital Bars Plc from 1993 to 2002
and is currently a Director of Clintons Cards Plc,
International Diagnostics Plc and a number of
private companies.
Board of Directors 10/11 Directors’ Report 12/13
The Directors present their Annual Report and
the Audited Financial Statements for the year
ended 31 January 2004.
Principal Activity
The principal activity of the Group is the
provision of recruiting, staffing and related
services.
Results and Future Prospects
The Group made a profit before tax for the year
of £311,000 (2003: £1,000 as restated). After
provision for tax of £162,000 (2003: £32,000),
and dividends paid and proposed of £410,000
(2003: £410,000), £261,000 has been transferred
from reserves (2003: £441,000 as restated).
Further information on the performance of the
Group and its future prospects can be found in
the Chairman’s Statement and the Chief
Executive’s Review on pages 3 to 9.
Acquisition
On 17 November 2003 the Group acquired the
business of Leading Edge Recruitment for
£478,000 including acquisition costs. Further
details are set out in note 11 on page 32.
Dividends
An interim dividend of 0.7p (2003: 0.7p) was paid
on 31 October 2003. The Directors propose a
final dividend of 1.4p (2003: 1.4p) making a total
of 2.1p per share for the year (2003: 2.1p).
Directors
The current Directors are shown on pages 10
and 11. All served throughout the year with the
exception of Ian Ketchin who was appointed to
the Board as Group Finance Director on 29
March 2004. Douglas Adshead-Grant left as
Group Finance Director on 12 August 2003 and
Nicholas Parker resigned as a Non-executive
Director on 30 September 2003. 
Ian Ketchin having been appointed a Director
since the last Annual General Meeting, and being
eligible, offers himself for re-election at the
Annual General Meeting. Peter Browne retires by
rotation in accordance with the Articles of
Association and is seeking re-election at the
forthcoming Annual General Meeting.
Substantial Shareholdings
In accordance with Part VI of the Companies Act
1985, the Board has been advised of the
following shareholdings (excluding Directors)
which are 3% or greater as at 22 March 2004.
Investor      No. of ordinary shares %
Unicorn Asset Management 5,609,600 27.4%
Peter P Flaherty 2,846,853 13.9%
Nicholas Parker 1,035,400 5.1%
MSB Incentive Scheme Trustee Ltd 985,000 4.8%
Gartmore Investment Management Ltd 685,000 3.3%
Employees
The Group endorses and supports the principles
of equal opportunities and always fully considers
applications by disabled persons. The policy in
respect of staff who become disabled when
employed is to train and assist them wherever
practicable to continue within the Group. 
It is the policy of the Group to consider
individuals on their merit and to make
employment decisions on a non-discriminatory
basis in compliance with its legal obligations.
All employees, at every level, are encouraged to
develop their skills and qualifications. A variety
of internal and external courses are available to
employees. A process of continual improvement
operates within the Group. All staff are
encouraged to discuss with their managers any
issues that affect them and ways in which client
service and internal processing may be
enhanced.
All employees receive regular communications
from the Chief Executive to keep them abreast of
developments within the business.
Supplier Payment Policy
It is the Company and Group’s policy to pay its
suppliers in accordance with the terms and
conditions of business agreed in each case. The
overwhelming majority of payments to suppliers
are in respect of contractors for whom payments
are made weekly, upon receipt of a timesheet
authorised by our clients. The average number of
days credit taken from suppliers to the Company
at 31 January 2004 was 8 days (2003: 6 days).
Charitable and Political Donations
There were no charitable or political donations
made during the year (2003: Nil). 
Auditors
A resolution to reappoint
PricewaterhouseCoopers LLP as auditors to the
company will be proposed at the Annual General
Meeting.
Corporate Governance
Compliance with the Combined Code
The Group is committed to applying high
standards of corporate governance. The Group
has complied with the principles of the
Combined Code issued in June 1998 and of the
revised Combined Code published in July 2003,
except where disclosed below. The Board is
accountable to the Company’s shareholders for
good governance and this statement describes
how the relevant principles of governance are
applied to the Group.
The Board
At the year-end the Board consisted of two
Executive Directors and two Non-executive
Directors. Since the year end, Ian Ketchin has
been appointed Group Finance Director. The
Board considers it has a reasonable balance
between Executive and Non-Executive Directors.
Both of the Non-executive Directors, Robert
Gunlack and Paul Davies are considered to be
independent. Nicholas Parker, who resigned on
30 September 2003, was not considered to be
independent due to the level of his shareholding
in the Company.
The Board is responsible for the overall strategy,
financial performance, capital projects,
investment and financing decisions, budget
approval, treasury management and reporting to
shareholders. All Directors have access to the
advice and services of the Company Secretary,
Ian Ketchin, who is responsible to the Board for
ensuring that Board procedures are followed and
that applicable rules and regulations are
complied with. The Board meets when required,
normally monthly, and the agenda for the Board
meetings incorporates a consistent format of Further developing our key strategic client relationships, MSB Engineering provides
skilled engineering and technical specialists in a number of key industry sectors,
including power generation & distribution, construction and electrical.
Engineering  matters reserved for its decision. The Board
delegates responsibility for the day-to-day
operation of the business to the Executive
Directors.
All Directors are equally accountable for the
proper stewardship of the Company’s affairs.
The Non-executive Directors have a particular
responsibility to ensure that the strategies
proposed by the Executive Directors are fully
discussed and critically examined, not only to
protect the long-term interests of shareholders,
but also to ensure that they take proper account
of the interests of employees, customers and
suppliers.
The Group did not have a senior Non-executive
Director until Robert Gunlack was appointed to
the position on 26 March 2003.
Paul Davies has a three year service contract but
this is subject to a notice period of one month.
Where considered necessary, in pursuit of their
duties, all Directors may seek independent
professional advice. Any costs arising from this
will be met by the Company.
The Board considers that the Non-executive
Directors fulfil a vital role in corporate
accountability through the review and challenge
of executive policy and decision-making. Certain
responsibilities are delegated to separate Board
Committees. The remit and membership of the
relevant Board Committees are set out below.
The Remuneration and Nomination
Committee
Due to the size of the Board, the Nomination
Committee has been combined with the
Remuneration Committee.
The role of the Committee is to set the Group’s
Remuneration Policy so as to ensure that it is
appropriate to motivate and retain high quality
employees and Executive Directors. It is also
responsible for making recommendations to the
Board on new appointments of Executive and
Non-executive Directors. The Committee meets
at least twice a year. Executive Directors may be
present by invitation at the Committee meeting,
however, they are asked to leave whilst
discussing their own remuneration. 
Until Nicholas Parker’s resignation on 30
September 2003, the Remuneration and
Nomination Committee consisted of Paul Davies
(Chairman), Robert Gunlack and Nicholas Parker.
Since Nicholas Parker’s resignation it has
consisted of the two remaining Non-executive
Directors. Although Nicholas Parker was not
considered to be independent, the Board was
satisfied that the overall structure of the
Committee was such that independent decisions
were reached. Since Nicholas Parker’s
resignation the Committee has continued to
make independent decisions. 
Remuneration of the Non-executive Directors is
discussed annually by the Executive Directors,
and the levels are based on market
comparisons. Any recommendations are laid
before the full Board. All Directors are subject to
re-election at least every three years.
The Remuneration Report on pages 16 to 20
includes details on remuneration policy and
procedures, and on the remuneration of the
Directors.
The Chairman undertakes a performance
evaluation of the Executive Directors based upon
the financial performance of the Group having
regard to market conditions. The performance of
the senior Non-executive Director is based upon
his commitment to the role and the various
Committees. Based on this performance
evaluation, the Chairman by recognising the
strengths and addressing the weaknesses of the
Board will, where appropriate, propose new
members to be appointed to the Board or seek
the resignation of Directors. The Chairman’s
performance is evaluated by the senior Non-
executive Director taking into account the views
of the Executive Directors.
Potential appointments to Executive Director are
interviewed by all Directors before the proposal
is formally made to the Board by the Chairman
of the Committee. Possible new Non-executive
Directors are suggested by all members of the
Board to take into consideration the requirement
of the Group’s business and the need to have a
balanced Board. In appropriate cases recruitment
consultants are used to assist in the process.
Possible candidates are discussed with all
Directors before any approach is made to them.
Executive Directors are entitled to receive a
bonus based on the performance of the Group
during the year. The Remuneration Committee
believes that the award of any bonuses should
be tied to the interest of shareholders and that
the principal measure of those interests is
shareholder value. It establishes the objectives,
which must be met for the bonus to be paid,
which are dependent on the Group achieving
profit targets for the relevant year. There are no
annual bonuses to be paid to Executive
Directors in respect of the year ended 31
January 2004.
The Group also has a Share Option Scheme in
which the Directors may participate, details of
which are set out in the Remuneration Report.
The Audit Committee
During the year the Audit Committee consisted
of Robert Gunlack (Chairman) and Paul Davies.
Throughout the year, the Committee did not
comprise of three Non-executive Directors as
required by the Combined Code issued in 
June 1998.
The Committee meets at least twice a year and
receives reports from the External Auditors. It
follows up outstanding matters contained in
those reports, where appropriate. The
Committee reviews the Company’s interim and
annual reports, reviewing significant financial
reporting judgements contained in them, before
they are submitted to the Board for approval,
and monitors the extent of the Group’s
compliance with the recommendation of the
Combined Code of Best Practice, including the
provisions of the Turnbull Report.
The Committee monitors the effectiveness of the
system of internal controls by receiving regular
updates on control issues, reviewing the External
Directors’ Report continued 14/15 Auditors’ findings twice a year and reviewing the
Group’s Risk Register prepared by the Operating
Board. The Group considers it is not cost
effective to maintain a separate Internal Audit
function although the requirement is under
regular review.
The Committee also makes recommendations on
the appointment, re-appointment and removal of
the External Auditors. The remuneration and
terms of engagement of the External Auditors
are approved by the Committee.  External
Auditors currently provide non-audit work,
mainly tax services, which is considered not to
be sufficiently material to them to jeopardise
their objectivity and independence.
Internal Control
As required by the Combined Code, during the
year the Directors have conducted a review of
the effectiveness of the Group’s system of
internal financial and operating controls.
An ongoing process, in accordance with the
guidance of the Turnbull Committee on internal
control (financial and operational) has been
established for identifying, evaluating and
managing the significant risks faced by the
Group. The process has been in place for the full
year under review and up to the date of approval
of the annual report and financial statements.
The Board regularly reviews the process.
The Directors acknowledge their ultimate
responsibility for ensuring that the Group has in
place a comprehensive system of controls,
financial and otherwise, appropriate to its
business. Such controls are designed to give
reasonable assurance with respect to the:
• reliability of financial information used within
the business or for publication;
• maintenance of proper accounting records;
• safeguarding of assets against unauthorised
use or disposition;
• business being operated efficiently and
effectively.
The Group’s internal control and monitoring
procedures include:
• clearly laid down systems and procedures,
both financial and operational, including
maintenance of good financial controls and
the production of accurate and timely
financial management information;
• the control of key financial risks through
clearly laid down authorisation levels and
proper segregation of accounting duties;
• detailed budgeting and reporting of trading
results, balance sheets and cash flows, with
regular review by management of variances
from budgets.
The systems are designed to manage rather than
eliminate the risk of failure to achieve business
objectives, and can only provide reasonable and
not absolute assurance against material
misstatement or loss. During the year, the
procedures necessary for identifying, evaluating
and managing the significant risks faced by the
Group were strengthened. Improvements
included raising the profile of risk management
and control issues.
The executive members of the Board have close
day-to-day contact with the business and are
actively involved in monitoring risks and the
control activities. This is supported by reviews of
daily, weekly and monthly detailed analysis of
the performance of the business. All of the
Board members receive copies of management
and Auditor’s reports and are involved in
agreeing the actions that are required to maintain
risk at an acceptable level.
Relations with Shareholders
The Directors maintain dialogue with Analysts
twice a year and with major shareholders. The
AGM is used as a way of communicating with
private investors. The Group has regular contact
with Institutional Shareholders where it believes
this to be in the interests of shareholders generally.
Going Concern
The Directors, having made appropriate
enquiries, are satisfied that the Group has
adequate resources to continue in operational
existence for the foreseeable future. Accordingly,
they continue to adopt the going concern basis
in preparing the financial statements.
Directors’ Responsibilities
Company law requires the Directors to prepare
financial statements for each financial year, which
give a true and fair view of the state of affairs of
the Company and of the Group as at the end of
the financial year and of the profit or loss of the
Group for the year. In preparing those financial
statements, the Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• follow applicable accounting standards,
subject to any material departures disclosed
and explained in the financial statements;
• prepare the financial statements on the
going concern basis unless it is
inappropriate to presume that the Group will
continue in business.
The Directors confirm that they have complied
with the above requirements in preparing the
financial statements.
The Directors are responsible for keeping proper
accounting records which disclose, with reasonable
accuracy at any time, the financial position of the
Group and to enable the Directors to ensure that
the financial statements comply with the
Companies Act 1985. 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.
The Directors are also responsible for the
maintenance and integrity of the Group’s
website, however, information published on the
internet is accessible in many different countries
where legislation governing the preparation and
dissemination of financial statements may differ
from that applicable in the United Kingdom.
By order of the Board
Ian Ketchin ACA
Group Finance Director and Company Secretary
29 March 2004 31/01/99 
0
20
40
60
80
100
120
140
160
180
31/01/00 31/01/01 31/01/02 31/01/03 31/01/04
% Performance Graph 1999 - 2004
The graph shows the percentage change in the total shareholder return (with dividends
reinvested) for each of the last five financial years of a holding of the Group's shares against
the corresponding change in a hypothetical holding of shares in the FTSE All Share Support
Services Index.
The FTSE All Share Support Services Index was selected as it is considered to give a broad
representation of MSB's peer group within the sector.
• MSB International PLC
• FTSE All Share Support Services Index
Remuneration Report
for the year ended 31 January 2004
16/17
Constitution of Remuneration Committee
The constitution of the Remuneration Committee is set out in the Directors’ Report.
Remuneration Policy
Levels of pay and benefits have been set which reflect the performance of the Group against pre-determined budgets, as well as the individual
contribution of each Director. Both market and competitive conditions are taken into consideration. Salaries are set at a level believed to be one at which
the Group will be able to continue to motivate and retain its management. This policy is expected to remain unchanged.
There are three main elements of the remuneration package for Executive Directors and Senior Management:
• basic annual salary and benefits in kind;
• annual bonus payments based on meeting specific performance criteria;
• share option incentives based on meeting specific performance criteria.
The bonuses for Executive Directors are calculated on formulae, which are determined each year by the Remuneration Committee. The formulae measure
the Group’s performance against specified targets relating to achievement of profit objectives. No bonuses were paid to Executive Directors in relation to
the year ended 31 January 2004.
The targeted composition of the Board’s remuneration is as follows:
Executive Directors 67% Non performance-related
33% Performance-related
Non-executive Directors 100% Non performance-related
All aspects of the Executive Directors packages are reviewed annually by the Remuneration Committee. During the year, the Remuneration Committee
consulted the Chief Executive about its proposals relating to the remuneration of Executive Directors, other than his own. The Committee has access to
professional advice where appropriate. 
The existing Share Option Scheme relating to the Directors’ seeks to link individual reward with the longer-term success of the business. Although no
specific performance criteria are laid down for awarding share options to Directors, awards are based on their contribution made to the Group and the
need to motivate ongoing high performance. It is the Group’s policy that no Director or employee should hold options with an exercisable value of more
than four times salary. The right to exercise share options under the existing scheme is subject to the requirement that the Group outperforms the FTSE
index of quoted companies within the Support Services sector, based on total shareholder return from the date of the grant of the option. In the event
that a Director resigns, any outstanding options that have not been exercised will lapse. The Executive Share Option Scheme 2004
The Remuneration Committee proposes a new Executive Share Option Scheme, which will be put to shareholders for their approval at the 2004 Annual
General Meeting. The details of the proposed new scheme are set out in the Notice of Annual General Meeting. The key points to note are:
• There will be two parts of the proposed new scheme. One part will provide for the grant of “non-tax favoured” options and the other part will provide
for the grant of “tax favoured” options, structured so as to comply with the legislation governing the grant of qualifying Enterprise Management
Incentive share options.
• Options will be granted at market value.
• In accordance with current institutional investor guidelines, the value of shares under option granted to an executive in any financial year will be
limited to 100% of annual base salary, except for the first options to be granted to any individual under this scheme, for which the limit will be 200%
of annual basic salary.
• Options will vest to the extent permitted by a performance target, which will be measured over a three year period commencing on the first day of
the financial year in which options are granted.
• Options will be subject to a performance target based on the growth in the Group’s basic earnings per share after exceptional items (as disclosed in
the Group’s annual report and accounts), which will require substantial improvement in the underlying financial performance of the Group before
options may be exercised. A target of EPS growth of RPI +3% over a three-year period will apply to options granted in 2004.
• Options will lapse at the end of the 3 year performance period to the extent that the performance targets have not been met.
• If an employee leaves or in the event of a change in control or reconstruction of the Group, options will normally only be exercisable if the
performance condition has been met, although the performance condition may be measured over a shorter period. 
• There will be an overall dilution limit of 10% of the ordinary share capital in issue from time to time for allocations in respect of newly issued shares
over a ten year period under the Scheme.
Directors’ Service Contracts
Executive Directors have rolling service contracts with notice periods of no more than one year and there are no contractual termination payments. Robert
Gunlack has a one-year, renewable contract, with no notice period. Paul Davies’ service contract is for a three-year term, with a notice period of one month.
The details of the service contracts of current Directors and those who served as Directors during the year are:
Contract Date Unexpired Term Notice Period Contractual 
Termination
Payments
A M Zielinski 01.09.98 No fixed term 1 Year N/A
P J Browne 01.03.95 No fixed term 1 Year N/A
I M Ketchin 29.03.04 No fixed term 6 Months N/A
D B Adshead-Grant
(1)
04.11.02 N/A N/A N/A
P Davies 27.11.02 22 Months 1 Month N/A
R H Gunlack 24.04.03 3 Months Immediate N/A
N J A Parker
(2)
07.09.91 N/A N/A N/A Providing permanent, interim and short-term resourcing solutions for a wide range
of HR roles, MSB Human Resources through understanding the complex issues
in this recruitment sector, are able to source excellent candidates that fulfil all their 
clients’ needs.
Human Resources Directors’ Detailed Emoluments - this part is auditable information
Salary/Fees Pension Benefits in kind Total 2004 Total 2003
£000 £000 £000 £000 £000
Executive
A M Zielinski (as Chief Executive) 210 10 28 248 102
A M Zielinski (as Finance Director) - - - - 122
P J Browne 150 - 26 176 171
D B Adshead-Grant
(1)
63 3 - 66 30
J A Bateman (as Chairman) - - - - 38
J A Bateman (as Chief Executive) - - - - 95
Non-Executive
P Davies 60 - - 60 10
R H Gunlack 25 - - 25 25
N J A Parker
(2)
17 - - 17 28
C G Toner - - - - 19
Total Emoluments 525 13 54 592 640
(1) D B Adshead-Grant left on 12 August 2003 and consequently his contract was terminated. No compensation for loss of office has been paid in the financial year. An
appropriate accrual has been provided in these financial statements in respect of this matter.
(2) N J A Parker resigned on 30 September 2003 and consequently his contract was terminated. As disclosed in last year’s Annual Report, N J A Parker will be available to
the Board for advice and consultation as required. A consultancy agreement was entered into between the Company and  N J A Parker for a period of 12 months to 1
September 2004 with a minimum fee of £12,000. Under this agreement N J A Parker received £2,000 during the year and £2,000 was outstanding as at 31 January 2004.
Benefits in kind included the provision of a company car and private medical insurance. The Group operates a defined contribution pension scheme. No
Director waived any entitlement to emoluments in respect of the year ended 31 January 2004.
Interests in Share Options - this part is auditable information
The Group operates the MSB International PLC Executive Option Scheme (the Executive Scheme). It has two parts: Part A designed for Inland Revenue
approval and Part B an unapproved Share Option Scheme. Part A of the Executive Scheme was approved by the Inland Revenue under Schedule 9 of the
Income and Corporation Taxes Act 1988 on 17 July 1998. The Executive Scheme was approved by shareholders at an Extraordinary General Meeting of the
Company held on 16 January 1998. The Executive Scheme was then amended and approved by shareholders at an Extraordinary General Meeting of the
Company held on 19 November 1999.
Remuneration Report continued
for the year ended 31 January 2004
18/19 An analysis of Executive Scheme options over the Company’s shares, none of which have been exercised, held by Directors as at 31 January 2004 is set
out below:
No. of options No. of options No. of options Date
as at granted during as at from which Exercise
1 Feb 2003 the year 31 Jan 2004 Date of grant exercisable Expiry date price (p)
A M Zielinski 101,694 - 101,694 23.10.98 23.10.01 22.10.08 295.00
50,000 - 50,000 02.05.00 02.05.03 01.05.10 111.00
25,000 - 25,000 27.07.01 27.07.04 26.07.11 91.83
176,694 - 176,694
No options were exercised during the year to 31 January 2004. No Directors were granted share options in the shares of the Company during the year.
None of the terms and conditions of the share options has varied during the year. There have been no departures from the Group’s policy on granting
share options during the year. All options were granted in respect of qualifying services and were granted at nil cost. The performance criteria for all the
above share options were consistent with the remuneration policy above. The market price of the Company’s shares at the end of the financial year was
93.5p and the range of market prices during the year was between 35p and 97p. There were no gains made by any Director from the exercise of share
options during the year.
Interest in Shares
The Directors’ interests in shares are set out below:
31 January 2004 1 February 2003
No. of Shares No. of Shares
Executives
A M Zielinski 30,000 30,000
P J Browne 2,225,600 2,225,600
Non-executive
P Davies 20,000 20,000
R H Gunlack 55,551 55,551
All Directors’ interests are beneficially held. There have been no changes to Directors’ interests between 31 January 2004 and the date of this report.
On behalf of the Board
Paul Davies
Chairman of the Remuneration & Nomination Committee
29 March 2004
Remuneration Report continued
for the year ended 31 January 2004
20/21 We have audited the financial statements which comprise the consolidated profit and loss account, the balance sheets, the consolidated cash flow statement, statement of
group total recognised gains and losses, reconciliation of movements in group shareholders’ funds and related notes, which have been prepared under the historical cost
convention and the accounting policies set out in the statement of accounting policies. We have also audited the disclosures required by Part 3 of Schedule 7A to the
Companies Act 1985 contained in the Directors’ Remuneration Report (“the auditable part”).
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and accounting standards are
set out in the statement of Directors’ responsibilities. The Directors are also responsible for preparing the Directors’ Remuneration Report.
Our responsibility is to audit the financial statements and the auditable part of the Directors’ Remuneration Report in accordance with relevant legal and regulatory
requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the
Company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent
in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the auditable part of the Directors’
Remuneration Report have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not
consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the information and explanations we require for
our audit, or if information specified by law regarding Directors’ remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements. The other information comprises only the Directors’ Report, the unaudited part of the Directors’ Remuneration Report, the
Chairman’s Statement, the Chief Executive’s Review and other information for shareholders. 
We review whether the corporate governance statement reflects the Company’s compliance with the seven provisions of the Combined Code issued in June 1998 specified for
our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the Board’s statements on internal
control cover all risks and controls, or to form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. 
Basis of Audit Opinion
We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant
to the amounts and disclosures in the financial statements and the auditable part of the Directors’ Remuneration Report. It also includes an assessment of the significant
estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to
give reasonable assurance that the financial statements and the auditable part of the Directors’ Remuneration Report are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 January 2004 and of the profit and cash flows of the
Group for the year then ended;
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and
• those parts of the Directors’ Remuneration Report required by Part 3 of Schedule 7A to the Companies Act 1985 have been properly prepared in accordance with the
Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
29 March 2004
Independent Auditors’ Report
to the members of MSB International PLC Consolidated Profit and Loss Account
for the year ended 31 January 2004
(Restated)
Note 2004 2003
£000 £000
Turnover
Continuing operations 66,131 84,062
Acquisition 1,166 -
2 67,297 84,062
Cost of sales 4 (57,121) (71,252)
Gross profit 4 10,176 12,810
Administration expenses 4 (10,024) (12,667)
Operating profit
Continuing operations 74 143
Acquisition 78 -
Total operating profit 152 143
Net interest receivable/(payable) and similar charges 5 159 (142)
Profit on ordinary activities before taxation 6 311 1
Taxation on profit on ordinary activities 8 (162) (32)
Profit/(loss) on ordinary activities after taxation 149 (31)
Dividends 9 (410) (410)
Transfer from reserves (261) (441)
Basic and diluted earnings/(loss) per share 10 0.76p (0.16p) 
22/23 Balance Sheets
as at 31 January 2004
Group Company
(Restated) (Restated)
2004 2003 2004 2003
Note £000 £000 £000 £000
Fixed assets
Intangible fixed assets 11 447 - 447 -
Tangible fixed assets 12 320 540 312 527
Investments 13 - - 12 12
767 540 771 539
Current assets
Debtors 14 16,135 11,588 17,272 12,995
Cash at bank and in hand 3,254 7,050 2,686 6,692
19,389 18,638 19,958 19,687
Creditors: amounts falling due within one year 16 (6,538) (5,256) (6,148) (5,087)
Net current assets 12,851 13,382 13,810 14,600
Total assets less current liabilities 13,618 13,922 14,581 15,139
Creditors: amounts falling due after more than one year 17 - - - -
Net assets 2 13,618 13,922 14,581 15,139
Capital and reserves
Called up share capital 18 1,025 1,025 1,025 1,025
Share premium account 21 1,263 1,263 1,263 1,263
Profit and loss account 21 11,330 11,634 12,293 12,851
Equity shareholders’ funds 13,618 13,922 14,581 15,139
The financial statements which comprise the consolidated profit and loss account; balance sheets; the consolidated cash flow statement; statement of
group total recognised gains and losses; reconciliation of movements in group shareholders’ funds; and related notes were approved and signed on
behalf of the Board of Directors on 29 March 2004.
Andrew M Zielinski
Chief Executive Consolidated Cash Flow Statement
for the year ended 31 January 2004
Note 2004 2003
£000 £000
Net cash (outflow)/inflow from operating activities 23 (1,713) 10,955
Returns on investments and servicing of finance
Interest paid (9) (380)
Interest received 167 191
Net cash inflow/(outflow) from returns on investments and servicing of finance 158 (189) 
Taxation paid (442) (674)
Capital expenditure and financial investment
Purchase of tangible fixed assets (72) (99)
Proceeds from sale of tangible fixed assets 8 25
Net cash outflow from capital expenditure and financial investment (64) (74)
Acquisitions and disposals
Acquisition of business 11 (478) -
Equity dividends paid to shareholders (410) (410)
Net cash (outflow)/inflow before management of liquid resources and financing (2,949) 9,608
Financing
Repayment of term loan - (5,000)
Net cash (outflow)/inflow 24 (2,949) 4,608
24/25 (Restated)
2004 2003
£000 £000
Profit/(loss) for the year 149 (31)
Exchange movements in reserves (43) (46)
Total recognised gains/(losses) relating to the year 106 (77)
Prior year adjustment (as explained in note 7) (497)
Total losses recognised since last annual report (391)
Reconciliation of Movements in Group Shareholders’ Funds
for the year ended 31 January 2004
(Restated)
Note 2004 2003
£000 £000
Profit/(loss) attributable to shareholders 149 (31)
Dividends 9 (410) (410)
Retained loss for the year (261) (441)
Exchange movements in reserves (43) (46)
Net change in shareholders’ funds (304) (487)
Shareholders’ funds at 1 February (originally £14,419,000 before deducting prior year 
adjustment of £497,000 as explained in note 7) 13,922 14,409
Shareholders’ funds at 31 January 2004 13,618 13,922
Statement of Group Total Recognised Gains and Losses
for the year ended 31 January 2004 Notes to the Financial Statements
for the year ended 31 January 2004
1. Accounting Policies
Accounting Convention
The financial statements have been prepared under the historical cost convention and have been prepared in accordance with applicable Accounting
Standards. The principal accounting policies, which have been applied consistently with the exception of the change in accounting policy resulting from
the early adoption of UITF 38 as described in note 7, are outlined below. In accordance with FRS 18, the Directors have reviewed the Group’s accounting
policies and consider them to be the most appropriate. 
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings, and exclude all intra-Group
transactions. The results and the net assets of any subsidiary undertakings acquired are consolidated from the date of acquisition using the acquisition
method of accounting. Unless specifically stated in the notes to the accounts, all amounts presented relate to the consolidated results of the Group.
Goodwill and Intangible Assets
Goodwill arising on the acquisition of a business, representing any excess of the fair value of the consideration given over the fair value of the identifiable
assets and liabilities acquired, is capitalised and written off on a straight-line basis over its estimated useful economic life. Provision is made for any
impairment.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are stated at cost, net of accumulated depreciation, as set out in note 12. Depreciation is provided in order to write off the cost of
tangible fixed assets, less estimated residual value, over their estimated useful lives at the following rates:
Leasehold improvements 25% per annum on a straight-line basis
Furniture, fittings and equipment 12.5% to 25% per annum on a straight-line basis
Motor vehicles 25% per annum on a reducing balance basis
Software costs 50% per annum on a straight-line basis
Investments 
The value of investments in subsidiary undertakings is stated at historic cost less any provision for impairment.
Deferred Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, and where these
transactions or events result in an obligation to pay more tax, or a right to pay less tax in the future. Timing differences arise because the Group’s taxable
profits and its results as stated in the financial statements are not the same.
Deferred taxation assets are only recognised when the recoverability of those assets can be determined with a degree of certainty.
Deferred taxation is measured at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse,
based on tax rates and laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax is measured on a non-discounted
basis.
Foreign Currencies
Transactions in foreign currencies are translated into sterling at the rates ruling at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are translated at the rates ruling at that date. Translation differences thus arising are dealt
with in the profit and loss account. The financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the
balance sheet date. The exchange differences arising on re-translation of opening net assets are taken directly to reserves.
26/27 Leased Assets
Assets acquired under finance lease arrangements are capitalised and depreciated on a straight-line basis over the shorter of the term of the lease and
the economic life of the relevant asset. The interest element of the rental obligation is charged to the profit and loss account over the period of the lease
in proportion to the balance of the outstanding obligations. Other leases are treated as operating leases and the rental charges are taken to the profit
and loss account as incurred.
Turnover and Revenue Recognition
Turnover represents fees invoiced net of Value Added Tax, derived from the principal activity of the Group. Contract revenue is recognised as work is
carried out in the period in which a contract is in place. Where timesheets are not received in time, an estimate is made as to the value of the work done.
This is based on the standard terms of the contracts to which the outstanding timesheets relate. This is then incorporated within turnover, with the
corresponding cost being recognised within cost of sales. Permanent placement fees are recognised in the period in which the candidate commences in
their new employment.
Financial Instruments
The Group’s financial instruments comprise: invoice discounting facility, overdrafts, loans, cash and liquid resources, trade debtors and creditors.
Financial assets and liabilities are recorded at historical cost. The main purpose of these financial instruments is to provide finance for the Group’s
operations. The Group has taken advantage of the exemption available for short-term debtors and creditors. 
The Group does not use derivative instruments as a matter of course and specific Board approval is required for the Group to adopt the use of derivative
instruments. On the basis that the potential benefits do not outweigh the associated costs, the Group continues to adopt the policy that it does not trade
in financial instruments and this has been applied throughout the financial year. The main risks arising from the Group’s financial instruments are interest
rate, liquidity and foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and these policies, which have
remained unchanged throughout the year, are summarised below:
i) The function of the Group treasury is to reduce or eliminate foreign exchange and financial risk, to ensure sufficient liquidity is available to meet
foreseeable requirements and to invest cash securely and profitably.
ii) The policy followed in managing credit risk minimises exposure with banks and other institutions. Transactions are authorised only with the
Group’s bankers and banks with which dealing mandates have been agreed.
iii) The Group uses a mixture of floating rate facilities and fixed rate asset finance agreements to manage the interest risk on borrowings.
The Group does not undertake any formal hedging activities as the Directors are of the opinion that, as the quantum of assets and liabilities held in
foreign currencies are not sufficiently material, the likely additional benefits arising would not outweigh the associated costs. Details of the interest rate
risk profile of financial instruments are shown in Note 27.
Employee Share Ownership Plan (ESOP)
The “ESOP” is a separately administered discretionary trust for the benefit of employees, the assets of which comprise shares in the Company.
Consistent with the treatment outlined in UITF Abstract 38 “Accounting for ESOP trusts”, the material assets, liabilities, income and costs of the ESOP
are consolidated within these financial statements. Until such time as the Company’s own shares held by the ESOP trust rest unconditionally in
employees, the consideration paid for the shares is deducted in arriving at shareholders’ funds.
Related Party Transactions
The Group has taken advantage of the exception under FRS 8 “Related Party Disclosures” not to disclose transactions between Group companies.
Pension Costs
Pension costs represent contributions made to defined contribution pension schemes on behalf of certain Directors and employees of the Group.
Contributions are charged to the profit and loss as they become payable. Notes to the Financial Statements continued
for the year ended 31 January 2004
2. Segmental Analysis
The Group’s turnover and profit before taxation for the year ended 31 January 2004 and 31 January 2003 were generated from one segment, the Group’s
principal activity, but in different geographical markets as shown below.
(Restated)
Profit Profit/(Loss) (Restated)
Before Before Net Net
Turnover Turnover Taxation Taxation Assets Assets
2004 2003 2004 2003 2004 2003
£000 £000 £000 £000 £000 £000
Geographical analysis
United Kingdom 54,352 69,192 251 294 10,656 11,885
Rest of Europe 12,619 14,142 58 (366) 2,512 1,869
Rest of the World 326 728 2 73 299 297
67,297 84,062 311 1 13,467 14,051
Unallocated net assets/(liabilities) 151 (129)
Net assets 13,618 13,922
Geographical analysis is based on the country in which the customer is located. It would not be materially different if based on the country from which the
order is made. Unallocated net assets and liabilities consist of corporation tax, deferred tax and dividends payable.
3. Employees
Employee costs during the year, including Directors’ remuneration, were as follows:
2004 2003
£000 £000
Wages and Salaries 6,949 8,462
Social Security costs 716 821
Pension costs 40 37
7,705 9,320
The average number of people employed during the year was as follows:
Number Number
Sales 111 124
Administration (including Directors) 50 74
161 198
Details of Directors’ Remuneration are set out in the Remuneration Report, Pages 16-20.
28/29 4. Cost of Sales, Gross Profit and Administration Expenses
2004 2003
£000 £000
Cost of Sales
Continuing operations 56,115 71,252
Acquisition 1,006 -
57,121 71,252
Gross Profit
Continuing operations 10,016 12,810
Acquisition 160 -
10,176 12,810
Administration Expenses
Continuing operations 9,942 12,667
Acquisition (including goodwill amortisation of £31,000) 82 -
10,024 12,667
5. Net Interest Receivable/(Payable) and Similar Charges
2004 2003
£000 £000
Interest payable – on borrowings repayable within one year
Bank - (21)
Invoice discounting - (25)
Term loan - (261)
Other interest (9) (26)
(9) (333)
Interest receivable
Bank 151 191
Other interest 17 -
168 191
159 (142) Notes to the Financial Statements continued
for the year ended 31 January 2004
6. Profit on Ordinary Activities before Taxation
2004 2003
£000 £000
Profit on ordinary activities before taxation is stated after charging/(crediting):
Rentals under operating leases:
Rent payable – land and buildings 758 753
Other operating leases – plant and machinery 68 52
Depreciation
Owned assets 279 651
Goodwill amortisation 31 -
Loss/(profit) on sale of tangible fixed assets 5 (6)
Auditors’ remuneration (Group and Company)
Audit services 55 53
Non-audit: tax compliance and advisory fees 51 33
The Company has taken advantage of section 230 of the Companies Act 1985 and consequently has not presented a profit and loss account for the
Company alone. Unless specifically stated the notes to the accounts refer to the results of the Group. The loss after tax and before dividends of the
Company for the year ended 31 January 2004 is £148,000 (2003: £304,000 profit as restated).
7. Prior Year Adjustment
The Group and Company has adopted UITF Abstract 38 “Accounting for ESOP Trusts” early. UITF 38 requires that “Investment in own shares” be
deducted from shareholders’ funds rather than being held as an asset.
The early adoption of UITF 38 has resulted in a prior year adjustment by reversing the exceptional charge relating to the investment write down of
£422,000 in the Group and Company profit and loss account last year. Prior year net assets for the Group and Company have been reduced by £497,000
being the reversal of the £422,000 exceptional charge and the transfer of the resulting cost of investment of £919,000 to shareholders’ funds.
30/31 8. Taxation
The taxation charge is made up as follows:
2004 2003
Current taxation £000 £000
United Kingdom Corporation Tax at 30% (2003: 30%) 54 134
Adjustment in respect of prior years 45 76
Current tax charge 99 210
Deferred taxation
Current year 108 (170)
Adjustment in respect of prior year (45) (8)
Deferred tax charge/(credit) 63 (178)
Taxation on profit on ordinary activities 162 32
The current tax charge for the year is higher (2003: higher) than the standard rate of corporation tax in the UK (30%). 
The differences are explained below:
(Restated)
2004 2003
£000 £000
Taxation on profits at standard UK corporation tax rate 93 -
Prior year differences 45 76
Timing differences (108) (12)
Permanent differences 21 51
Losses from overseas subsidiaries 44 95
Other 4 -
Current tax charge 99 210
9. Dividends
2004 2003
£000 £000
Equity - Ordinary
Interim paid 0.7p (2003: 0.7p) per share 137 137
Final proposed 1.4p (2003: 1.4p) per share 273 273
410 410
Dividends for the year amounting to £20,685 (2003: £20,685) in respect of the Company’s shares held by the MSB Incentive Scheme Trust (Note 20) have
been deducted in arriving at the aggregate of dividends paid and proposed. Notes to the Financial Statements continued
for the year ended 31 January 2004
10. Earnings Per Share
Earnings per share (EPS) have been calculated in accordance with Financial Reporting Standard 14, Earnings Per Share. Earnings and weighted average
number of shares used in the calculations are shown below.
2004 2003
Weighted Weighted
Average Average
No. of No. of (Restated)
Shares in Earnings (Restated) Shares in Loss
Earnings Issue per Share Loss Issue per Share
£000 000’s (p) £000 000’s (p)
Basic and diluted EPS
Earnings/(loss) per share 149 19,517 0.76p (31) 19,517 (0.16p)
Shares held by the MSB Incentive Scheme Trust Limited are excluded from the calculation of the weighted average number of shares in issue during the
year. Details of unexercised options are given in Note 19 to the financial statements.
11. Intangible Fixed Assets
Group & Company
Goodwill
£000
Cost
At 1 February 2003 -
Additions 478
At 31 January 2004 478
Amortisation
At 1 February 2003 -
Charge for the year 31
At 31 January 2004 31
Net Book Value
At 31 January 2004 447
At 31 January 2003 -
Goodwill relates to the acquisition on 17 November 2003 of the business of Leading Edge Recruitment. Consideration amounted to £469,000 and there
were legal and other acquisition costs of £9,000. No tangible assets or liabilities were acquired. Goodwill is being amortised evenly over its expected
useful economic life, which is considered to be 3 years.
32/33 12. Tangible Fixed Assets
Group
Furniture,
Leasehold Motor Fittings & Software
Improvements Vehicles Equipment Costs Total
£000 £000 £000 £000 £000
Cost
At 1 February 2003 569 48 2,471 510 3,598
Additions 3 20 48 1 72
Disposals - (13) - - (13)
At 31 January 2004 572 55 2,519 511 3,657
Depreciation
At 1 February 2003 496 17 2,120 425 3,058
Charge for the year 35 9 165 70 279
Disposals -----
At 31 January 2004 531 26 2,285 495 3,337
Net Book Value
At 31 January 2004 41 29 234 16 320
At 31 January 2003 73 31 351 85 540
Company
Furniture,
Leasehold Motor Fittings & Software
Improvements Vehicles Equipment Costs Total
£000 £000 £000 £000 £000
Cost
At 1 February 2003 569 48 2,451 508 3,576
Additions 3 20 48 1 72
Disposals - (13) - - (13)
At 31 January 2004 572 55 2,499 509 3,635
Depreciation
At 1 February 2003 496 17 2,112 424 3,049
Charge for the year 35 9 160 70 274
Disposals -----
At 31 January 2004 531 26 2,272 494 3,323
Net Book Value
At 31 January 2004 41 29 227 15 312
At 31 January 2003 73 31 339 84 527
The net book value of fixed assets of the Group and Company includes £Nil (2003: £Nil) in respect of assets held under finance leases and hire purchase
agreements. Notes to the Financial Statements continued
for the year ended 31 January 2004
13. Investments
Group Company
(Restated) (Restated)
2004 2003 2004 2003
£000 £000 £000 £000
Fixed Asset Investments
Investments in subsidiary undertakings - - 12 12
Investments in Group undertakings are stated at historic cost. A list of the principal subsidiary undertakings, which are all wholly owned by the Company
and the Group at 31 January 2004, is set out below:
Place of Registration Principal Activity
MSB International Ltd Ireland Human Resources Services
MSB International GmbH Germany Human Resources Services
Cerco Ltd. England & Wales Human Resources Services
14. Debtors
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Amounts falling due within one year
Trade debtors 13,150 7,450 12,583 6,980
Amounts owed by subsidiary undertakings - - 2,173 1,936
Other debtors 103 48 27 85
Prepayments and accrued income 2,458 3,714 2,066 3,618
Corporation tax 111 - 110 -
15,822 11,212 16,959 12,619
Amounts falling due after more than one year
Deferred taxation (Note 15) 313 376 313 376
16,135 11,588 17,272 12,995
The Group has a confidential invoice discounting facility in respect of its trade debtors. Under this arrangement the Group can receive up to 80% of the
gross value of its invoices immediately upon acceptance of those invoices by the invoice discounting company. 
34/35 15. Deferred Taxation
Group
Recognised Unrecognised
2004 2003 2004 2003
£000 £000 £000 £000
Depreciation in excess of capital allowance 228 252 - -
Tax effect of losses carried forward - - 175 166
Short-term timing differences 85 124 - -
Total deferred tax asset 313 376 175 166
Company
Recognised Unrecognised
2004 2003 2004 2003
£000 £000 £000 £000
Depreciation in excess of capital allowance 228 252 - -
Short-term timing differences 85 124 - -
Total deferred tax asset 313 376 - -
Deferred tax has been calculated at 30%. The movement in deferred taxation relates to amounts charged to the profit and loss account.
16. Creditors: amounts falling due within one year
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Bank overdraft - 863 - 867
Trade creditors 2,947 220 2,947 202
Other creditors 685 139 672 138
Corporation tax - 232 - 232
Other tax and social security payable 332 262 321 268
Accruals 2,301 3,267 1,935 3,107
Dividend proposed 273 273 273 273
6,538 5,256 6,148 5,087
17. Creditors: amounts falling due after more than one year
Group Company
2004 2003 2004 2003
Provision for liabilities and charges £000 £000 £000 £000
Balance as at 1 February - 47 - 47
Utilised during the year - (47) - (47)
Balance as at 31 January - - - -
The provision related to re-organisation costs charged to profit in the year ended 31 January 2002. Notes to the Financial Statements continued
for the year ended 31 January 2004
18. Called Up Share Capital
Group & Company
2004 2003
£000 £000
Authorised
27,500,000 ordinary shares of 5p each 1,375 1,375
Allotted, called up and fully paid
20,501,979 (2003:20,501,979) ordinary shares of 5p each 1,025 1,025
There has been no movement in the share capital during the year. The mid-market price of the Company’s shares at the close of business on 31 January
2004 was 93.5p. The Company’s shares have traded at a market price ranging between 35p and 97p during the year ended 31 January 2004.
19. Share Options
Under the terms of the Executive Share Option Plan and a new EMI Share Option Scheme, options were outstanding to subscribe for 752,580 (2003:
512,580) 5p ordinary shares. The Executive Share Option Plan has two parts, Part A, which has been approved for income tax purposes by the Inland
Revenue and Part B which is unapproved for income tax purposes. All options are granted at an exercise price, which is not less than the market value of
the Company’s shares on the date of grant. During the year options on 240,000 shares were granted and no options lapsed.
Exercise Date At 31 January 2004
Date granted Price per share Exercisable Number of shares
23 October 1998 295.00 Oct 01-Oct 08 101,694
12 November 1998 265.00 Nov 01-Nov 08 90,566
14 May 1999 224.00 May 02-May 09 22,320
17 December 1999 259.66 Dec 02-Dec 09 67,500
2 May 2000 111.00 May 03-May 10 50,000
31 May 2000 259.66 May 03-May 10 15,000
27 November 2000 259.66 Nov 03-Nov 10 130,500
27 July 2001 91.83 Jul 04-Jul 11 25,000
23 March 2002 93.33 Mar 05-Mar 12 10,000
29 January 2004 93.70 Jan 07-Jan 14 240,000
752,580
36/37 20. Employee Benefit Trust (“EBT”)
In accordance with UITF 38, the cost of shares held by the Employee Benefit Trust for meeting obligations under the Employee Share Option Scheme is
set against reserves. The Employee Benefit Trust held 985,000 5p ordinary shares in the Company at 31 January 2004 (2003: 985,000). The MSB
Incentive Scheme Trust (the “Trust”) acquired 700,000 of the Company’s ordinary shares in the open market during the year ended 31 January 2001 for
the purpose of meeting obligations under the Employee Share Option Scheme. The remaining shares held had been donated at nil cost to the Trust by
certain shareholders at flotation. The option scheme does not allow employees to purchase shares at a discount to the market value of the share at the
date on which the options are granted, therefore no charge to the profit and loss account arises. The costs of funding and administering the Scheme are
charged to the profit and loss account of the Group in the year to which they relate. The market value of the shares at 31 January 2004 was £920,975. 
21. Reserves
Group Company
Share Premium Profit and Share Premium Profit and
Account Loss Account Account Loss Account
£’000 £’000 £’000 £’000
Balance at 1 February 2003 - As previously reported 1,263 12,131 1,263 13,348
Prior year adjustment (Note 7) - (497) - (497)
As restated at 1 February 2003 1,263 11,634 1,263 12,851
Retained loss for the year - (261) - (558)
Exchange movements - (43) - -
Balance at 31 January 2004 1,263 11,330 1,263 12,293
Profit and loss reserve is stated after deducting the cost of own shares held in the Employee Benefit Trust (£919,000).
22. Operating Lease Commitments
At 31 January 2004 the Group was committed to making the following payments during the next year in respect of operating leases:
Land and Land and
Buildings Other Total Buildings Other Total
2004 2004 2004 2003 2003 2003
£000 £000 £000 £000 £000 £000
Leases which expire:
Within one year 168 12 180 169 46 215
Within two to five years -9191 33 5 38
After five years 736 - 736 736 - 736
Total 904 103 1,007 938 51 989 Notes to the Financial Statements continued
for the year ended 31 January 2004
23. Reconciliation of Operating Profit to Cash Inflow from Operating Activities
2004 2003
£000 £000
Operating profit 152 143
Depreciation 279 651
Goodwill amortisation 31 -
Loss/(profit) on disposal of tangible fixed assets 5 (6)
(Increase)/decrease in debtors (4,548) 12,217
Increase/(decrease) in creditors 2,368 (2,003)
Decrease in provisions - (47)
Net cash (outflow)/inflow from operating activities (1,713) 10,955
24. Reconciliation of Movement in Net Funds
2004 2003
£000 £000
Net cash (outflow)/inflow (2,949) 4,608
Repayment of bank loan - 5,000
Change in net funds resulting from cash flow (2,949) 9,608
Exchange differences 16 -
Movement in net funds/debt (2,933) 9,608
Net funds/(debt) at 1 February 6,187 (3,421)
Net funds at 31 January 3,254 6,187
25. Analysis of Net Funds
1 February Cash Flow Foreign 31 January
2003 £000 Exchange 2004
£000 £000 £000 £000
Cash at bank and in hand 7,050 (3,812) 16 3,254
Bank overdraft (863) 863 - -
Net funds 6,187 (2,949) 16 3,254
26. Maturity Profile of Financial Liabilities
The following table analyses the Group’s financial liabilities, which are repayable as follows:
2004 2003 
Debt Debt
£000 £000
Within one year - 863
38/39 27. Borrowings and Financial Instruments
Interest rate risk profile of financial assets and liabilities
Financial Assets
The Group has no financial assets, other than cash at bank amounting to £3,254,000 (2003: 7,050,000), which is made up as follows: Sterling £1,152,000
(2003: £1,400,000), euro £732,000 (2003: £900,000), other currency £120,000 (2003: £250,000) and short-term sterling deposits of £1,250,000 (2003:
£4,500,000).
Financial Liabilities
At 31 January 2004, the Group and Company did not have any financial liabilities. At 31 January 2003, the financial liability was a floating rate sterling
overdraft with interest rates linked to UK base rate. The Company and Group do not use formal hedging methods in respect of their interest rate risk.
Cash at bank earns interest at a floating rate based on the UK base rate or foreign equivalents appropriate to the country in which the cash is held.
Currency Profile
The main functional currencies of the Group are Sterling and the euro. The following analysis of net monetary assets and liabilities shows the Group’s
currency exposures. The amounts shown represent the transactional exposures that give rise to the net currency gains and losses recognised in the profit
and loss account. Such exposures comprise the monetary assets and monetary liabilities of the Group, which are not denominated in the functional
currency of the operating unit involved.
Net Foreign Monetary Assets
31 January 2004 31 January 2003
Sterling Euro Other Total Sterling Euro Other Total
£000 £000 £000 £000 £000 £000 £000 £000
Functional
Currency
Sterling - 3,512 389 3,901 - 2,725 394 3,119
Euro ---- ----
- 3,512 389 3,901 - 2,725 394 3,119
Fair Values of Financial Assets and Liabilities
The fair values of financial assets and liabilities are equal to their book values. 
28. Borrowing Facilities
The Group has undrawn committed floating borrowing facilities, which are renewed annually. The maximum undrawn facilities available (subject to
sufficient qualifying trade debtors) were as follows:
2004 2003
£000 £000
Expiring in one year or less 1,500 19,883
29. Capital Commitments
There were no items of a capital nature, which were authorised but not contracted for at 31 January 2004 (2003: Nil).
30. Pensions
The Group operates a defined contribution scheme. The pension charge for the year represents contributions payable by the Group to the fund and
amounted to £40,000 (2003: £37,000). Contributions outstanding at 31 January 2004 amounted to £3,000 (2003: £4,000). Five Year Financial Record
for the year ended 31 January 2004
2004 2003 2002 2001 2000
(Restated) (Restated) (Restated) (Restated)
£’000 £’000 £’000 £’000 £’000
Consolidated Profit and Loss Account
Turnover
Continuing operations 66,131 84,062 145,987 157,760 184,936
Acquisition 1,166 ----
67,297 84,062 145,987 157,760 184,936
Cost of sales (57,121) (71,252) (121,698) (130,628) (153,458)
Gross profit 10,176 12,810 24,289 27,132 31,478
Administration expenses – before exceptional (10,024) (12,667) (20,752) (22,740) (24,049)
Administration expenses – exceptional - - (1,114) (1,246) (1,582)
Operating profit
Continuing operations 74 143 2,423 3,146 5,847
Acquisition 78 ----
Total operating profit 152 143 2,423 3,146 5,847
Interest receivable/(payable) and similar charges 159 (142) (534) (562) (889)
Profit on ordinary activities before taxation 311 1 1,889 2,584 4,958
Taxation on profit from ordinary activities (162) (32) (646) (1,062) (1,376)
Profit/(loss) on ordinary activities after taxation 149 (31) 1,243 1,522 3,582
Dividends (410) (410) (546) (994) (2,551)
Retained (loss)/profit (261) (441) 697 528 1,031
Basic Earnings/(loss) Per Share
Earnings/(loss) per share (p) 0.76 (0.16) 6.4 7.6 18.1
Diluted Earnings/(loss) Per Share
Earnings/(loss) per share (p) 0.76 (0.16) 6.4 7.6 18.0
Consolidated Balance Sheet
Intangible fixed assets 447 ----
Tangible fixed assets 320 540 1,111 1,272 2,251
767 540 1,111 1,272 2,251
Current assets
Debtors 16,135 11,588 23,627 34,608 35,879
Cash at bank and in hand 3,254 7,050 3,503 - -
19,389 18,638 27,130 34,608 35,879
Creditors: amounts falling due within one year (6,538) (5,256) (13,785) (17,174) (18,120)
Net current assets 12,851 13,382 13,345 17,434 17,759
Total assets less current liabilities 13,618 13,922 14,456 18,706 20,010
Creditors: amounts falling due after more than one year - -- (5,000) (5,047)
Provisions for liabilities and charges - - (47) - (949)
Net assets 13,618 13,922 14,409 13,706 14,014
Capital and reserves
Called up share capital 1,025 1,025 1,025 1,024 1,021
Share premium account 1,263 1,263 1,263 1,239 1,159
Profit and loss account 11,330 11,634 12,121 11,443 11,834
Equity shareholders’ funds 13,618 13,922 14,409 13,706 14,014
40/41 Notice is hereby given that the Annual General Meeting of MSB International PLC (“the Company”) will be held at Hanover Place, 8 Ravensbourne Road,
Bromley, Kent, BR1 1HP on Tuesday 18 May 2004 at 10 a.m. for the following purposes:-
Ordinary Business
1) To receive the Directors’ Report and Annual Accounts and the Auditors’ Report for the financial year ending 31 January 2004.
2) To declare a final dividend of 1.4 pence per Ordinary Share.
3) To re-elect Ian Ketchin as a Director.
4) To re-elect Peter Browne as a Director.
5) To reappoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office until the conclusion of the next general meeting of the
Company before which accounts are laid.
6) To authorise the Directors to determine the remuneration of the Auditors.
7) To receive the Directors’ Remuneration Report for the year ended 31 January 2004.
Special Business
To consider and, if thought fit, pass the following resolutions, which will be proposed as Ordinary or Special Resolutions as indicated below:
Ordinary Resolutions
8) That the Directors be and are hereby generally and unconditionally authorised and empowered, for the purposes of section 80 of the Companies Act
1985, to exercise all powers of the Company to allot relevant securities (as defined in the said section 80) up to an aggregate nominal amount of
£341,699 provided that this authority shall expire on the earlier of 15 months from the date of this resolution and the conclusion of the next Annual
General Meeting of the Company, save that the Company may, before such expiry, make other offers or agreements which would or might require
relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offers or agreements as if the
authority conferred hereby had not expired.
9) That the rules of the MSB International Executive Share Option Scheme 2004, the principal features of which are summarised in the Explanatory
Notes to this Notice of AGM, be approved and adopted in the form produced to the Meeting and signed by the Chairman for the purposes of
identification and that the Directors of the Company be authorised to make such modifications as they consider necessary or expedient for the
purposes of implementing and giving effect to this resolution.
Special Resolutions
10) That, subject to the passing of resolution 8 set out in the Notice of this Meeting, the Directors be and are hereby empowered pursuant to section 95
(1) of the Companies Act 1985 to allot equity securities (within the meaning of section 94 of the Companies Act 1985) for cash pursuant to the
authority conferred by the said resolution 8 as if section 89 (1) of the Companies Act 1985 did not apply to any such allotment provided that this
power shall be limited:-
i) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively
attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held
by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with problems under
the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional
entitlements or shares represented by depository receipts or otherwise howsoever); and
ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities but up to an aggregate nominal value of £51,254 and shall
expire on the earlier of 15 months from the date of this resolution and the conclusion of the next Annual General Meeting of the Company, save that
the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and
the Directors may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had not expired.
Notice of Annual General Meeting Notice of Annual General Meeting continued
11) That pursuant to Article 9 of the Company’s Articles of Association and Section 166 of the Companies Act 1985, the Company be and is hereby
generally and unconditionally authorised to make one or more market purchases (as defined in Section 163(3) of the Companies Act 1985) of its
ordinary shares of 5 pence each on such terms and in such manner as the Directors may determine provided that:-
i) The maximum aggregate number of ordinary shares which may be purchased is 2,000,000 being approximately 10% of the issued share capital
of the Company;
ii) The minimum price which may be paid for each ordinary share is 5 pence per share (exclusive of expenses);
iii) The maximum price which may be paid for each ordinary share is not more than 5 per cent above the average of the middle market quotations
for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on
which the ordinary share is purchased (exclusive of expenses); and
iv) The authority hereby granted shall expire on the earlier of fifteen months from the date of the resolution or the conclusion of the Annual General
Meeting of the Company to be held in the year 2004 unless renewed before that time, provided that a contract of purchase may be made before
such expiry which will or may be executed wholly or partly after the expiry of this authority and the purchase of ordinary shares may be made in
pursuance of any such contract as if the authority conferred hereby had not expired.
Notes
1) A member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to attend, and on a poll, to
vote in his stead. A proxy need not be a member of the Company.
2) Forms of proxy are provided and to be valid must be lodged with the Company’s registrar, Capita IRG Plc, not less than 48 hours before the time
appointed for the holding of the meeting.
3) There will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays and public
holidays excepted) from the date of this notice until the date of the Annual General Meeting, and at the place of the meeting for 15 minutes prior to
and during the meeting.
(a) the register of Director’s interests in shares of the Company kept in accordance with Section 325 of the Companies Act 1985; and 
(b) copies of the contracts of service between the Directors and the Company or any of its subsidiaries (other than contracts expiring or
determinable by the Company without compensation within one year).
Explanatory Notes
a) Resolution 8
Section 80 of the Companies Act 1985 (“The Act”) requires Shareholders’ authority for the Directors to allot that unissued share capital of the Company
or convertible securities other than shares which may be allotted under the employee share option schemes previously approved by Shareholders.
Such authority may be granted for a period of no more than five years. The existing authority under Section 80, given by Shareholders to the Directors
at the Annual General Meeting held on 20 May 2003 is in respect of unissued Ordinary shares having a nominal value of £341,212 representing one
third of the nominal amount of the issued share capital at that time, and is due for renewal at the Annual General Meeting. The Directors consider that
this authority should be renewed in respect of unissued Ordinary shares. The corresponding figure for this resolution is £341,699.
b) Resolution 9
Summary of the principal features of the MSB International Executive Share Option Scheme 2004 (the “Scheme”)
i) General
The operation of the Scheme will be supervised by the Company’s Remuneration Committee.
There are two parts to the proposed Scheme namely a “non-tax favoured” part and a “tax favoured” part, which it is intended will comply with the
requirements of the legislation governing the grant of Enterprise Management Incentive (“EMI”) share options. Where possible options will be granted
under the tax favoured part, but where this is not possible the non-tax favoured part shall be used. The non-tax favoured and the tax favoured parts
of the Scheme are in all material respects identical unless expressly indicated to the contrary.
42/43 ii) Eligibility
Employees (including employees who are also Directors) of the Company and its subsidiaries who are not within 12 months of their contractual
retirement date, will be eligible to participate in the Scheme, at the discretion of the Remuneration Committee. 
iii) Grant of Options
Options (which may relate to new issue shares, existing shares and/or treasury shares) may only be granted within six weeks of the approval of the
Scheme by shareholders and thereafter within six weeks following the announcement by the Company of its results for any period, or the expiry or
removal of any restrictions imposed on the Company which has previously prevented an option being granted, or at other times considered by the
Remuneration Committee to be exceptional. No payment will be required for the grant of an option. Options are not pensionable and may not be
transferred (except in the event of death).
No options may be granted more than 10 years after the approval of the Scheme by shareholders. The Remuneration Committee will formally review
the Scheme after five years to ensure its continued effectiveness.
iv) Exercise Price
The price per share payable upon the exercise of an option will not be less than the higher of the average mid-market value of an ordinary share on
the London Stock Exchange during the three dealing days immediately prior to the date of grant of an option; and the nominal value of an ordinary
share, if the option relates to new issue shares.
v) Scheme Limits
No options may be granted under the Scheme which would cause the number of shares issued or issuable pursuant to options and other share
awards granted in the previous ten years under the Scheme or under any other employee share scheme established by the Company or any member
of its Group, to exceed ten per cent of the Company’s issued ordinary share capital from time to time. The Company intends to comply with
institutional investor guidelines as amended from time to time, regarding the inclusion of treasury shares when calculating the above limit. In addition
to the above, no qualifying EMI option may be granted under the tax favoured part of the Scheme at any time when outstanding EMI options subsist
over shares with a value (on grant) equal to or greater than £3 million. 
Options granted under the tax favoured part of the Scheme are limited to £100,000 of shares (or such other limit as may be prescribed by the UK tax
legislation from time to time) per participant. The £100,000 limit includes qualifying EMI options and outstanding approved options granted to a
participant under any EMI or Inland Revenue approved Company share option scheme established by the Company or any other member of its Group.
Subject to the above limit, the maximum value of shares under option, which may be granted to a participant in any financial year under the Scheme
may not under normal circumstances exceed 100% of that participant’s annual base salary, except for the first options to be granted to any
individual under this Scheme, for which the limit will be 200% of annual basic salary. If the Scheme is approved by shareholders, the Remuneration
Committee proposes to grant share options to Andrew Zielinski up to the value of 200% of his basic salary, being his first grant under this Scheme.
vi) Exercise of Options
An option will normally be exercisable between three and ten years following its grant.
Performance and vesting conditions will apply to all options granted under the Scheme. The performance conditions will be tested over a single
three-year period commencing at the start of the financial year in which the option is granted under the Scheme. To the extent they are not met
during the performance period i.e. the end of the third financial year, the options will lapse to the extent that they have not vested. A target of EPS
growth of RPI+3% over a three-year period will apply to options granted in 2004.
The Remuneration Committee will review the performance conditions each time options are granted and may impose different conditions on options
granted in subsequent years, provided they are no less challenging in the circumstances. The targets may be adjusted in certain circumstances, for
example in the event of a variation in the Company’s share capital. Notice of Annual General Meeting continued
vi) Exercise of Options continued
Options will lapse upon cessation of employment, unless the Remuneration Committee decides otherwise, except where the cessation of
employment is by reason of death, injury, ill-health, disability, redundancy, retirement at or after contractual retirement age or early retirement with the
consent of the employer and the Remuneration Committee, or the sale from the Group of the Company or business in which an employee works. In
such cases, options will be capable of exercise for a period of 6 months (or such longer period as may be decided by the Remuneration Committee).
Unless the Remuneration Committee decides that there are exceptional circumstances, an option may only be exercised to the extent the
performance conditions have been met (but measured over a shorter period). 
In the event of a takeover, scheme of arrangement or winding up of the Company an option may be exercised early, but unless the Remuneration
Committee decides that there are exceptional circumstances, only to the extent performance conditions have, in the opinion of the Remuneration
Committee, been met (but measured over a shorter period).
vii) Rights Attaching to Shares
Shares allotted under the Scheme will rank pari passu with all other ordinary shares of the Company for the time being in issue (except for rights
arising by reference to a record date prior to their allotment).
viii) Adjustment of Options
In the event of any variation of share capital, including a capitalisation issue, a rights issue, a sub-division or consolidation of shares, or a reduction in
capital, or in the event of a demerger, payment of a capital dividend or similar event involving the Company, the Remuneration Committee may make
such adjustments as it considers appropriate to the number of shares subject to options and/or to the price payable on the exercise of options.
ix) Alterations to the Scheme
The Remuneration Committee may, at any time, alter or add to the rules of the Scheme in any respect, provided that the prior approval of
shareholders is obtained for any alterations or additions to the advantage of participants in respect of the rules governing eligibility, the limits on
participation, the terms of exercise, the rights attaching to the shares acquired and the adjustment of options in the event of a variation of share
capital. The Remuneration Committee may also amend or vary the performance conditions for existing awards to take account of technical changes,
for example, changes in accounting standards, as long as the amended performance condition is in the opinion of the Remuneration Committee no
less challenging than the original condition. 
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the
Scheme, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants
or for MSB International PLC or any of its subsidiaries.
The right to make amendments to the rules of the Scheme is reserved up to the forthcoming Annual General Meeting, provided that these
amendments do not conflict in any material respect with this summary of the Scheme.
c) Resolution 10
In the case of a new allotment of shares or convertible securities for cash, section 89 of the Act grants pre-emption rights to existing Shareholders.
The London Stock Exchange does not require the consent of Shareholders to each specific allotment (made other than to existing Shareholders on a
proportional basis) provided that the authority of Shareholders, which may be given under section 95 of the Act, to disapply generally the provisions
of section 89 is obtained. Accordingly, the Directors consider that it is in the best interest of the Company for the existing section 95 authority
granted by Shareholders on 20 May 2003 to be renewed for a period expiring at the next Annual General Meeting or on 18 August 2005 whichever is
earlier. It is proposed that the waiver will be limited by value to 5% of the issued ordinary share capital and will apply to equity securities having a
nominal value of £51,254. This proposal is consistent with the guidelines approved in October 1987 by the Investment Committees of the Association
of British Insurers and the National Association of Pension Funds. If this approval is granted your Directors would, in implementing it, have regard to
the additional guidelines, which indicate that issues of equity securities for cash (other than by way of rights) should not, in any rolling three-year
period, exceed 7.5% of the issued ordinary share capital.
44 designed & produced by effektiv corporate design 020 7251 7706
printed by The Good News Press 
Key Financial Dates
AGM 18 May 2004
Final Dividend 1 June 2004
Interim Results 28 September 2004
Shareholders’ Services
The Company website (www.msb.com) includes a comprehensive ‘Investor Relations’ section to help keep investors up to date with all the latest
information and previous years’ accounts. From the site you can look up the latest share price, download copies of past interim and annual reports and
much more.
Update your Share Registration Details
Visit www.capita-irg.co.uk or write to our Registrars and Transfer Office at the address below.
A Guide to Owning Shares
The London Stock Exchange site has useful information about buying and selling shares on the London Stock Exchange’s markets, visit
www.londonstockexchange.com
Investor Contact
Email investors@msb.com or write to Investor Relations at our Registered Office at the address below.
Registered Office
Hanover Place, 8 Ravensbourne Road,
Bromley, Kent, BR1 1HP
T: 020 8315 9000
Company Registration Number
2293703
Stockbrokers
Collins Stewart Ltd, 9th Floor, 88 Wood Street
London, EC2V 7QR
Auditors
PricewaterhouseCoopers LLP , 1 Embankment Place
London, WC2N 6RH
Bankers
National Westminster Bank Plc, 143 High Street,
Bromley, Kent, BR1 1YZ
Registrars and Transfer Office
Capita IRG Plc
The Registry, 34 Beckenham Road, Beckenham, 
Kent, BR3 4TU
Financial Public Relations
Merlin
Old Change House
128 Queen Victoria Street
London EC4V 4BJ
Directors
Andrew M Zielinski Chief Executive
Peter J Browne Sales & Marketing Director
Ian M Ketchin Group Finance Director and 
Company Secretary
Paul Davies Non-executive Chairman and Chairman of
the Remuneration & Nomination Committee
Robert H Gunlack Non-executive Director and Chairman of
the Audit Committee www.msb.com
MSB International Plc
Hanover Place  8 Ravensbourne Road 
Bromley  Kent BR1 1HP
t 020 8315 9000  f 020 8315 9001
e investors@msb.com