Manpower Software plc 
Annual Report and Accounts 2008
MAnpoweR Softw ARe plc
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MAnpoweR Softw ARe plc AnnUAl RepoR t And AccoUntS 2008 Manpower Software Plc
Annual Report and Accounts 2008
Manpower Software ensure customers can match 
operational demands with workforce supply.
With a global reach, Manpower Software provides services 
and support to an international customer base across Europe, 
North America and Asia Pacific.
01 Highlights
02 Chairman’s Statement
04 Chief Executive Officer’s Statement 
08 Board of Directors
09 Report of Directors
18 Report of Independent Auditors 
19 Accounting Policies 
24 Consolidated Income Statement
25 Consolidated Balance Sheet 
26 Company Balance Sheet 
27 Consolidated Statement of Changes in Equity
28 Company Statement of Changes in Equity
29 Consolidated Cash Flow Statement 
30 Company Cash Flow Statement
31 Notes to the Financial Statements 
51 Notice of Annual General Meeting
55 Form of Proxy
57 Directors and Advisers
CONTENTS
Healthcare Maritime Defence
OuR INduSTR y FOCuS
healthcare providers 
in both public and 
private sectors
shipping, offshore 
engineering, cruise 
& ferry
military organisations 
across the globe Manpower Software Plc
Annual Report and Accounts 2008 01
“2008 has been a year of significant achievement for Manpower Software. We have 
strengthened, both financially and in market share, and established firm foundations 
for continuing growth in the NHS market. We are committed to improving the 
performance of all areas of the business still further. While the global economic 
outlook is uncertain, Manpower Software is well positioned to continue to deliver 
profitable growth. I remain confident in the Company’s future.”
Ian Bowles, Chief Executive Officer
FINANCIAl HIgHlIgHTS:
Revenue up 39%   ■
to £11.6m (2007:£8.3m)
Trading profit up 73%   ■
to £1.85m (2007:£1.07m)
Improved net operating  ■
margin of 16% (2007: 13%)
Cash balances at the   ■
year-end of £4.3m  
(2007: £2.4m)
Revenues from services  ■
and support grew by 29%
Particularly strong growth  ■
in the Healthcare business
Directors confident   ■
of another successful year
Executive Management   ■
Team strengthened
23 new NHS Trusts   ■
became customers
Significant growth in sales  ■
capability with key hires 
from the MOD and NHS
Successful integration  ■
of Key Information 
Technology Systems 
Limited (“Key ITS”)
Three new strategic  ■
partnerships signed
Provides solid foundation   ■
for continued growth  
& profitability
STRATEgIC ANd OPERATIONAl HIgHlIgHTS:
“Best performance in Company history.”
PROFIT TuRNOvER NET ASSETS
06’
07’
08’
(1.7)
1.0
1.8
06’
07’
08’
4.3
8.3
11.6
06’
07’
08’
0.9
2.1
4.2
up 73% up 39% up 100% Manpower Software Plc
Annual Report and Accounts 2008 02
CHAIRMAN’S STATEMENT
“Recruiting and retaining 
world-class team members 
are key to our success.”
The last financial year has been a 
year of considerable success for 
Manpower Software, one in which 
we have further delivered on our 
strategy to be the leading supplier 
of workforce optimisation solutions 
in our chosen markets. Despite the 
economic downturn, Manpower 
Software has strengthened its 
position, both financially and in 
market share. 
RESul TS
Revenue in the financial year was 
£11.6m (2007: £8.3m), an increase 
over last year of 39%. Trading profit 
for the year, before adjustments 
for share-based payments and 
amortisation of intangible assets, 
was £1.85m (2007: £1.07m), an 
increase over last year of 73%. The 
resulting net operating margin was 
16% (2007: 13%). Cash balances at 
the year-end increased to £4.3m 
(2007: £2.4m).
SIgNIFICANT ACTIvITy
In addition to the Company’s best 
ever financial results, a number of 
significant milestones were also 
achieved during the year:
23 new NHS Trusts became  
customers, up from 10 new 
signings in the previous year. 
Since the year-end, a further  
7 contracts have been closed;
The acquisition of Key  
Information Technology 
Systems Limited (“Key ITS”) 
established our position in 
the NHS temporary staffing 
solutions market and brought 
with it 90 new sites, each of 
which is a potential customer 
for MAPS Healthroster; 
Three new partnership  
agreements were signed: ACS 
Healthcare Solutions (USA), 
PricewaterhouseCoopers 
(PwC) (UK) and Singapore 
Technologies Electronics Ltd 
(Singapore), thus expanding 
the Company’s capabilities in 
these markets.
We continue to combine a resolute 
focus on the four core financial and 
structural elements of a successful 
software business, with rapid 
commercial development:
linearity of licence revenue  
growth through consecutive 
periods 
strong margins in services and  
support revenues
investments directed only in  
high productivity activities
diligent expense management 
linearity of licence revenue 
Healthcare is now Manpower 
Software’s largest market. 
During the year the Company 
took on a further 23 new NHS 
Trust customers for its powerful 
e-rostering solution, thus 
providing a steady flow of licence 
revenue. In addition, Manpower 
Software has entered the current 
financial year (ending 31 May 2009) 
with a strong pipeline of further 
opportunities within the NHS. 
Since the year-end, a further 
7 contracts have been closed.
Strong margins in service  
and support revenues
Revenues from services and 
support continued to form a 
substantial part of our business 
and grew by 29%, delivering strong 
operating margins across the 
financial year.
Investments in high  
productivity activities
Monitoring performance and 
using appropriate incentive 
structures throughout the 
Company have helped to drive 
increased revenues and operating 
margins. The acquisition of Key 
Information Technology Systems 
Limited provides an additional 
source of recurring revenue, 
which will enable the Company to 
consolidate its increasing presence 
in the NHS. 
“There is a strong sales pipeline 
and the capability to deliver 
profitable growth. Despite the 
global economic climate, the 
Directors believe the Company 
is well positioned for another 
successful year.”
“We continue to 
combine a resolute 
focus on the four  
core financial and 
structural elements  
of a successful 
software business.” 
Terry Osborne, Chairman Manpower Software Plc
Annual Report and Accounts 2008 03
diligent expense management
The Company ensured that G&A 
expense was kept to a minimum 
and investments in sales and 
marketing, services and support, 
and R&D were each carefully 
managed. This complemented 
the effort to grow revenues and 
enabled the Company to deliver 
improved operating margins across 
the business.
Achievements with each of these 
important structural aspects 
have ensured the Company’s 
profitability across all parts of its 
business, while also achieving 
exceptionally high levels of 
customer satisfaction. 
dIRECTORS ANd  
SENIOR MANAgEMENT
As announced on 22 May 2007, 
we are delighted that Ian Bowles 
has joined us as our new CEO. Ian 
has considerable experience in 
building global application software 
companies and has proven his ability 
to successfully execute ambitious 
operating plans. His skills will be vital 
as the Company grows in both its 
existing and new markets.
Also, as announced on 
30 June 2008, Allen Swann 
was appointed as Business 
Development Director and a 
member of the Board of Directors. 
Previously, as an adviser to  
the Company, he focussed on  
building a substantial presence  
in the UK Healthcare Market.  
He will now provide strong 
business development leadership 
and execution skills across  
a wider spectrum of the 
Company’s activities. 
INTERNATIONAl FINANCIAl 
REPORTINg STANdARdS 
(“IFRS”)
The Company has prepared these 
results in accordance with the 
recognition and measurement 
principles of IFRS in issue and as 
adopted by the European Union. 
The adoption of IFRS does not 
result in any material changes to 
the Group’s accounting practices, 
although the policy framework 
under IFRS has changed. There 
are no adjustments to the income 
statement as a consequence 
of the first time adoption of 
IFRS, and there are no material 
differences between the cash 
flow statement presented under 
IFRS and the cash flow statement 
presented under UK GAAP. 
OuTlOOk
The result for 2008 was 
excellent and the outlook  
for 2009 is for a further year  
of progress. 
Across all sectors of the business, 
the following essential elements 
are in place to drive continued 
growth in 2009:
Strategic vision.   Our vision 
remains fixed upon being the 
world’ s foremost leader of 
workforce optimisation solutions 
in our chosen markets, thereby 
enabling our customers to 
achieve effective and efficient 
use of their most important 
resource: their people.
Customer satisfaction.   The 
strongest sales multiplier 
we have is referenceable 
customers. We will not deviate 
from maintaining a high level of 
customer satisfaction in each of 
our chosen markets in order to 
achieve further referenceable 
sites and a  
high level of individual 
customer satisfaction.
Integrated software platform.  
We offer our customers an 
integrated software platform 
that meets the full range of 
their business needs across 
our core strength areas of 
workforce management, 
workforce scheduling, 
workforce planning and 
workforce analysis.
Multiple growth drivers.   Our 
MAPS software solution lends 
itself to other vertical and 
geographical markets and, 
based upon our assessment 
of their potential, we plan to 
add markets to our portfolio. 
In addition to growing our 
direct sales and services 
teams, we intend to expand 
our capacity by the increasing 
use of strategic partnerships. 
These will enable us to extend 
our penetration of existing 
geographical markets and 
reach new territories.
Profitability.  We are highly 
focused on achieving profitable 
growth and positive cash flow, 
which will enable us to invest 
in new products and resources 
that advance our strategic 
vision.
A committed team.  From 
product development to sales 
and marketing, and through 
to customer service, we are 
committed to delivering 
the highest quality product 
solutions to our customers. 
Recruiting and retaining world-
class team members is key to 
our success.
Management has established 
firm foundations for continuing 
profitable growth. Following the 
successful integration of Key ITS, 
we are looking to acquire further 
complementary businesses that 
are synergistic and earnings 
enhancing. There is a strong sales 
pipeline and the capability to 
deliver profitable growth. Despite 
the global economic climate, the 
Directors believe the Company 
is well positioned for another 
successful year.
I would like to thank our customers 
for their business, enthusiastic 
use of our workforce optimisation 
solutions and unstinting support 
for our growth strategies. Finally, I 
would like to recognise and thank 
Manpower Software’s employees 
for their unbounded commitment, 
energy and enthusiasm for the 
Company’s success.
TERRy OSBORNE
CHAIRMAN
28 July 2008 Manpower Software Plc
Annual Report and Accounts 2008 04
CHIEF EXECuTIvE OFFICER’S STATEMENT
“The management 
team remains 
committed to 
improving the 
performance of all 
areas of the business 
still further. ” 
Ian Bowles,  
Chief Executive Officer
“The MAPS Healthroster Solution 
stood out somewhat from the 
competitors – staff liked it and 
felt it was intuitive and liked the 
company’s understanding of the 
differences and complexities of 
rostering in different areas of the 
hospital, whether it be Midwifery 
A&E or a general ward.”
Assistant Director of Nursing, 
Addenbrooke’s Hospital, 
Cambridge university Hospitals 
NHS Foundation Trust
I am pleased to announce that 2008 
saw a further improvement in the 
performance of the Company.
OPERATIONAl REvIEw
In the half-year report I suggested 
that the outlook for the Company 
was positive, a view now confirmed 
by the year-end results. 
In FY08, we made our first 
acquisition, signed three new 
partnership agreements and 
strengthened the team, attracting 
more talented and experienced 
individuals to the Company. As 
our reputation grows, so we 
are receiving unsolicited job 
applications from people employed 
within the market sectors in which 
we operate, who are keen to join 
our team in a variety of roles. We 
have also received requests from 
sales led organisations who are 
keen to partner with us. We are 
able to be selective about the 
people we take on as employees 
and the companies with which we 
will work as partners in each case.
The management team remains 
committed to improving the 
performance of all areas of the 
business still further. In particular, 
we will continue to invest in and 
grow those areas of the business 
which showed the most positive 
momentum during FY08. The 
continued improvement in 
execution and a relentless expense 
management focus will enable us 
to continue the drive into FY09  
and beyond.
MARkETS 
Market conditions in our chosen 
sectors remain resilient and we 
believe we are to a large extent 
shielded for a number of reasons as 
outlined in this business review.
HEAl THCARE
At the half-year, our Healthcare 
business had become our fastest 
growing sector. By the end of the 
financial year, it had also become 
the largest in terms of revenue 
generation, accounting for 57% of 
our total revenue.
During the year the MAPS 
Healthroster customer base of 
NHS Trusts increased from 15 to 
38 across Acute, Primary Care and 
Mental Health Trusts. This still 
represents less than 10% of the 
addressable Acute, Mental Health 
and Primary Care market in the UK. 
We will continue to expand into the 
sector, both in the UK and overseas. 
It is significant that the increase 
in customers during the year 
was more than double the total 
number of Healthcare customers 
secured over the previous 
three years. In all cases MAPS 
Healthroster was selected because  Manpower Software Plc
Annual Report and Accounts 2008 05
of a combination of its unique 
functionality, the size of potential 
time and cost savings identified, its 
intuitive nature, and our growing 
track record for the delivery of a 
Trust-wide solution. As reported 
previously, two of our customers 
have been selected by the 
National Audit Office as examples 
of good practice in managing the 
use of temporary nursing staff. 
During the year we also gained as 
customers both the first Academic 
Teaching Trust to be created in the 
UK (Imperial College Healthcare 
NHS Trust) and an established 
ambulance service (Isle of Wight 
NHS Primary Care Trust).
We have successfully integrated 
MAPS Healthroster with the 
National Human Resources and 
Payroll System – NHS Electronic 
Staff Records (“ESR”). This 
means that Trusts using MAPS 
Healthroster can now pay staff 
electronically without the need 
for paper timesheets. This gives 
them significant time savings and 
dramatically increases the accuracy 
of payment records. Over 100,000 
shifts are now being accurately 
processed each month using 
MAPS Healthroster.
We are also increasing our 
coverage in the NHS as we move 
from nurse rostering into all 
medical staff groups.
Our commitment to the NHS 
was further strengthened by the 
acquisition of Key Information 
Technology Systems Limited, the 
leading temporary staffing solutions 
provider. Having now merged the 
two customer bases, Manpower 
Software is represented in 
approximately 33% of all NHS Trusts 
across the UK, a position we plan to 
build on in the current fiscal year. 
Our NHS customers are generating 
strong referenceable results and 
more Trusts are evaluating our 
rostering and temporary staffing 
solutions under contract. We have 
increased further the resources 
allocated to the healthcare sector 
to take continuing advantage of the 
momentum in the market for MAPS 
Health Suite.
We anticipate that the increasing 
spotlight on improving productivity 
throughout the NHS, controlling 
temporary staff spend and 
improving patient care, allied 
with the Company’s increased 
geographical expansion 
throughout the UK and the 
completion of current pilots, will 
lead to continued growth in sales. 
dEFENCE
We have a long-standing and 
vital relationship with the Defence 
market, which remains a key 
strategic sector for the Company. 
“At the first half of the year  
our healthcare business  
had become our fastest 
growing sector.” 
“Throughout the time we have 
been involved with Manpower 
Software, we have been 
particularly impressed with their 
customer focused approach and 
the way they have engaged with 
us in an open and constructive 
manner that have delivered 
considerable benefit to our 
business. We now look forward  
to furthering the relationship  
as we embark upon more 
ambitious projects seeking to 
bring greater coherency to our 
force preparation and generation 
processes.”
Brigadier M F N Mans, 
HQ land, British Army
“We have a long-standing  
and vital relationship with  
the Defence market, which 
remains a key strategic sector 
for the Company.”
“The Company continues 
to supply some of the 
world’s foremost maritime 
organisations in shipping, 
offshore engineering, cruise 
and ferry.” Manpower Software Plc
Annual Report and Accounts 2008 06
CHIEF EXECuTIvE OFFICER’S STATEMENT continued
“After an extensive evaluation we 
selected Manpower Software’s 
Maritime Suite because of the 
company’s proven expertise and 
implementation experience in 
large, complex organisations.”
Len Webster, IMS Engagement 
Manager, HR Systems, Acergy.
Over the past year Manpower 
Software has enjoyed considerable 
success with the British Army, 
the RAF, Royal Fleet Auxiliary 
(“RFA”) and the Defence Medical 
Services (“DMS”). The RFA have 
worked closely with the Company 
to exploit the utility of the MAPS 
Defence Suite products, thereby 
enabling their applicability to 
other defence customers. DMS  
are managing medical personnel 
from all three services within their 
MAPS implementation. 
In NATO use of the MAPS 
Defence Suite was extended 
when the NATO Special Forces 
Coordination Centre became the 
latest MAPS user. More generally, 
the Allied Nations are now able 
to receive access to the MAPS 
Force Generation Management 
Tool. It is planned to interface this 
application to a wide range of 
NATO IT systems, enhancing its 
usefulness to the NATO nations  
still further. 
In Asia Pacific, we concluded 
an effective trial of Whole Ship 
Coordination with the Royal 
Australian Navy. 
Over the coming year the Defence 
Sector will focus on expansion within 
the UK MOD, Europe, North America 
and the Asia Pacific region where 
defence spending remains robust.
MARITIME
The Company continues to supply 
some of the world’s foremost 
maritime organisations in shipping, 
offshore engineering, cruise and 
ferry. As a result, we will bring 
to market a new application 
“Onboard” during the current 
fiscal year. “Onboard”, developed 
in conjunction with one of the 
world’s leading container shipping 
companies, where it is being 
deployed before being made 
available to the broader shipping 
market, will provide vessel masters 
with an application for managing 
crew, itinerary and accounts. The 
new application can be deployed 
stand-alone or integrated with 
MAPS Maritime Suite.
At the same time, we have 
identified the Offshore oil and gas 
sector as a potential new source 
of revenue to grow our maritime 
revenues and client base during the 
course of the next two years. 
PARTNERSHIPS
Our partner strategy produced 
positive results during FY08. 
In our Healthcare sector, 
PricewaterhouseCoopers in the UK 
and ACS Healthcare Solutions in 
the USA became official partners of 
Manpower Software. Both partners 
have begun introducing Manpower 
Software into their respective client-
lists for the MAPS Healthroster 
application. In Defence, through 
Singapore Technologies Electronics 
we have supplied a prototype 
of MAPS Defence Suite to the 
Singapore Ministry of Defence. We 
anticipate that these partnerships 
will deliver significant benefits to 
the Company over the coming 
years. We will continue to select 
important partnerships to deliver 
our MAPS software suites into new 
geographical territories.
ClIENT SER vICES
Client Services continues to be a 
fast growing and profitable part of 
our business. We expect continued 
growth in the current fiscal year as 
there is a strong pipeline of work 
to be delivered across all three 
market sectors.
Within Healthcare there are now 
712 wards in 44 Trusts using MAPS 
Healthroster, a 100% increase 
over last year. The Defence 
sector has installations within all 
three Front Line Commands of 
the British Armed Forces (Army, 
Navy and Air Force), where there 
are approximately 3,500 users 
of MAPS Defence Suite. Other 
worldwide installations include 
NATO (Belgium) and the Royal 
Australian Navy (Canberra, 
Australia). The MAPS Maritime 
Suite is being used by twelve  Manpower Software Plc
Annual Report and Accounts 2008 07
different maritime brands to 
manage the workforce planning of 
over 100,000 personnel operating  
on over 500 vessels throughout 
the world.
At the same time as managing 
the expansion of our client base, 
we have maintained high levels of 
client satisfaction with regards to 
our staff, products and effective 
approach to implementation. 
RESEARCH & dEvElOPMENT
The MAPS software platform 
continues to provide the 
foundation for our product 
portfolio, with MAPS Health 
Suite, MAPS Defence Suite and 
MAPS Maritime Suite customised 
and branded for their particular 
market sector. In each core sector, 
enhanced releases of the MAPS 
software platform have been 
developed, with an increasing focus 
on delivering functionality to users 
via the web. The R&D organisation 
once again renewed its IS9001 
TickIT accreditation and its 
Microsoft Gold Partner status. We 
continue to invest in both product 
development and delivering tools 
to enable successful applications 
development and deployment. 
ACQuISITIONS
During the year, Manpower Software 
successfully completed its first 
acquisition, that of Key Information 
Technology Systems Limited (“Key 
ITS”). The staff of Key ITS are now 
contributing to the development of 
the enlarged organisation and its 
product offerings. 
While we remain focused on strong 
organic growth, further acquisition 
opportunities are being considered 
against well defined criteria that 
support our strategic objectives. 
OuTlOOk
The opportunity for increasing 
sales in our Healthcare business, 
in both the UK and overseas 
markets, supported by the Defence 
and Maritime market sectors, will 
maintain our growth momentum. 
We will continue to attract and 
retain the very best talent as we 
deliver against our objective of 
providing an increasing return on 
investment for our shareholders, 
customers and partners. While 
the global economic outlook is 
uncertain, Manpower Software 
is well positioned to continue to 
deliver profitable growth. I remain 
confident in the Company’s future. 
IAN BOwlES
CHIEF EXECUTIVE OFFICER
28 July 2008
“We continue to invest in  
both product development 
and delivering tools  
to enable successful  
applications development  
and deployment.” 
“While we remain focused on strong organic 
growth, further acquisition opportunities are 
being considered against well defined criteria that 
support our strategic objectives.” 
“We will continue to 
attract and retain the very 
best talent as we deliver 
against our objective of 
providing an increasing 
return on investment for our 
shareholders, customers  
and partners.”  Manpower Software Plc
Annual Report and Accounts 2008 08
BOARd OF dIRECTORS
TERRy OSBORNE 
Executive Chairman
Terry joined as the Company’s 
Chairman in October 2005. He 
enjoyed a distinguished career 
with IBM over the period 1961 to 
1987, where he held vice president 
positions in Europe and the USA. 
He was also a Director of IBM UK. 
In 1987, he founded SSA Ltd, a 
technology Company, and was 
President of SSA Inc for the period 
1994 to 1996. Mr Osborne has 
served on the boards of several 
technology companies in both 
the USA and Europe, including 
Chairman of Dr Solomon’s 
Group plc, Prime Response Inc 
and Eyretel plc. He was also a 
Director of Mapics Inc, Dendrite 
International Inc and Witness Inc.
IAN BOwlES 
Chief Executive Officer
Ian Bowles joined as Chief 
Executive Officer in May 2007. 
Previously he was Chief Operating 
Officer at Clearswift Limited, 
a leading e-mail content 
security Company, where he 
was responsible for Worldwide 
Operations including sales and 
marketing in the UK, Europe, USA, 
Japan and Asia Pacific, as well 
as the Company’s Professional 
Services, Customer Support and 
Worldwide IT Infrastructure. Prior 
to this he held senior positions at 
Interwoven Inc as Vice President 
EMEA, Chordiant Inc as Vice 
President International and Oracle 
UK as General Manager.
AllEN Sw ANN 
Business development director 
Allen joined as Business 
Development Director in 
June 2008, having previously acted 
as an adviser to the Company. 
Prior to his appointment, Allen 
served as International President 
for Chordiant Software Inc, 
International President of Prime 
Response Inc and was a founder 
member of Oracle UK, where he 
served as Sales Director both direct 
and non-direct for 12 years. Allen 
is also Non-Executive Chairman of 
CopperEye Limited and a Non-
Executive Director of Chordiant 
Software Inc.
SIMON THORNE 
Chief Financial Officer
Simon joined as Chief Financial 
Officer and Company Secretary 
in April 1998. He is a graduate in 
mathematics and is a Fellow of the 
Institute of Chartered Accountants. 
Simon has over twenty years 
financial experience, including 
senior positions at KPMG, James 
Martin Associates plc and The 
Summit Group plc.
IAN lANg 
Non-Executive director*
Ian joined as a Non-Executive 
Director in August 1998. He is a 
graduate in mathematics from 
Cambridge University. He has 
held senior roles in ICI in sales, 
marketing, logistics and corporate 
planning including portfolio 
management, risk assessment, 
acquisition and divestment. As 
General Manager of Information 
Systems for Zeneca Agrochemicals 
he was responsible for the re-
engineering of the global supply 
chain using SAP and Oracle 
software. He has provided high 
level business consultancy to BP , 
Pfizer and Mercedes-Benz.
MARk lOvElANd 
Non-Executive director*
Mark joined as a Non-Executive 
Director in April 2005. He is a 
graduate in jurisprudence from 
Oxford University and has had 
considerable experience in the 
support and development of 
technology companies. He has held 
positions within Rowe & Pitman and 
SG Warburg, including Head of UK 
Technology Research and Deputy 
Chairman of the Small and Mid-
Cap Group, at Dresdner Kleinwort 
Benson where he was Head of 
European Technology Research, 
and at JP Morgan Investment Bank 
as Head of European IT Equity 
Research and Head of European 
Technology Strategy.
RICHARd MORgAN-Ev ANS 
Non-Executive director
Richard joined the Company in June 
2004 as Chief Operating Officer. He 
was appointed Group Managing 
Director in September 2004 and, in 
January 2007, he became a Non-
Executive Director. Richard has 
over 20 years international business 
experience at senior level, including 
appointments as President, 
Managing Director and CEO, in 
the European IT industry. He has 
particular expertise in international 
sales, partner development, 
consultancy, implementation 
services and product development. 
He has also specialised in managing 
large international contracts to 
successful completion.
ANdREw PRINglE 
Non-Executive director*
Andrew joined as a Non-Executive 
Director in March 2004. Previously, 
he was Chief of Staff at the UK’s 
Permanent Joint Headquarters 
(“PJHQ”), responsible for the 
direction of all UK military 
operations jointly carried out by 
the three armed services (Army, 
Navy, Air Force). He retired in 2001 
with the rank of Major General. 
Previously, Andrew had been 
commissioned into The Royal 
Green Jackets and commanded 
military operations at every level 
from Platoon to Division, both for 
the UK Army and for multi-national 
forces overseas. Andrew has 
served in the Ministry of Defence, 
the Assessments Staff of the Joint 
Intelligence Committee, and, 
while at PJHQ, three years at the 
heart of the planning and conduct 
of UK operations worldwide, 
including Bosnia, Kosovo, Albania, 
Macedonia, Iraq, East Timor and 
Sierra Leone.
*Member of the Audit Committee, Remuneration Committee and Nomination Committee Manpower Software Plc
Annual Report and Accounts 2008 09
REPoR t of thE DiREctoRS
The Directors present their annual report on the affairs of the Group, together with the audited accounts 
and auditors’ report for the year ended 31 May 2008.
PRinciPAl ActivitiES
The principal activities of the Group are the development, sale and support of workforce management solutions, 
and the provision of related IT services to major government, industrial and commercial customers.
BuSinESS REviEw
Manpower Software is the leading workforce optimisation software applications provider for global organisations 
with large, multi-skilled workforces. With over 17 years’ experience, we ensure customers can match operational 
demands with workforce supply. Using MAPS, Manpower Software’s workforce optimisation application, 
organisations can deploy the right people with the right skills, to the right place, at the right time. Founded in 
1991, Manpower Software plc is a British public company listed on the UK AIM stock market. 
w orkforce optimisation Specialists
Recognising that an organisation’s most valuable resource is their own people, Manpower Software has enabled 
over 140 customers globally to take control of their workforce optimisation. Whether planning their workforce 
supply in future months, scheduling their workforce over the coming weeks to match demand, or immediately 
managing change, these organisations can now optimise the most appropriate people, teams and equipment to 
meet their operational requirements. 
During the year the company has focused on achieving linearity of licence revenue growth through consecutive 
periods, strong margins in services and support revenues, investments directed only in high productivity activities 
and diligent expense management.  This has ensured the company’s profitability across all parts of its business, 
while also achieving exceptionally high levels of customer satisfaction.
healthcare
The Healthcare business is now our largest in terms of revenue generation, accounting for 57% of total revenue. During 
the year the customer base of NHS Trusts increased from 15 to 38 across Acute, Primary Care and Mental Health Trusts. 
In all cases MAPS Healthroster was selected because of a combination of its unique functionality, the size of potential 
time and cost savings identified, its intuitive nature, and our growing track record for the delivery of a Trust-wide 
solution. We have successfully integrated MAPS Healthroster with the National Human Resources and Payroll System – 
NHS Electronic Staff Records (“ESR”). This means that Trusts using MAPS Healthroster can now pay staff electronically 
without the need for paper timesheets. This gives them significant time savings and dramatically increases the accuracy 
of payment records. Over 100,000 shifts are now being accurately processed each month using MAPS Healthroster. We 
are also increasing our coverage in the NHS as we move from nurse rostering into all medical staff groups.
Our commitment to the NHS was further strengthened by the acquisition of Key Information Technology 
Systems Limited, the leading temporary staffing solutions provider. Having now merged the two customer bases, 
Manpower Software is represented in approximately 33% of all NHS trusts across the UK, a position we plan to 
build on as we enter the new fiscal year. 
Defence
We have a long standing and vital relationship with the Defence market, which remains a key strategic sector for 
the Company and provides a consistent revenue stream. Over the past year Manpower Software has enjoyed 
considerable success with the British Army, the RAF, Royal Fleet Auxiliary (“RFA”),the Defence Medical Services 
(“DMS”) and NATO. The RFA have worked closely with the Company to exploit the utility of the MAPS Defence 
Suite products, thereby enabling their applicability to other defence customers. DMS are managing medical 
personnel from all three services within their MAPS implementation. In NATO use of the MAPS Defence Suite was 
extended when the NATO Special Forces Coordination Centre became the latest MAPS user. In Asia Pacific, we 
concluded an effective trial of Whole Ship Coordination with the Royal Australian Navy. 
Maritime
The Company continues to supply some of the world’s foremost maritime organisations in shipping, offshore 
engineering and cruise and ferry. As a result, we will bring to market a new application “Onboard” during the 
current fiscal year. “Onboard”, developed in conjunction with one of the world’s leading container shipping 
companies, where it is being deployed before being made available to the broader shipping market, will provide 
vessel masters with an application for managing crew, itinerary and accounts. The new application can be 
deployed stand-alone or integrated with MAPS Maritime Suite. 10
Manpower Software Plc
Annual Report and Accounts 2008
REPoR t of thE DiREctoRS continued
Partnerships
Our partner strategy produced positive results during the year. In our Healthcare sector, PwC in the UK and ACS 
in the USA became official partners of Manpower Software. Both partners have begun introducing Manpower 
Software into their respective client lists for the MAPS Healthroster application. We anticipate that these 
partnerships will deliver significant benefits to the Company over the coming years. 
future developments
Our strategy remains to be the leading provider of workforce optimisation solutions to our chosen markets. There 
is now a strong sales pipeline and the capability to deliver profitable services growth. We are also actively seeking 
new partnerships to assist with sales and delivery in our markets.
Market conditions in our chosen sectors remain resilient. The opportunity for increasing sales in our Healthcare 
business, in both the UK and overseas markets, supported by the Defence and Maritime market sectors, will 
maintain our growth momentum. We will continue to attract and retain the very best talent as we deliver against 
our objective of providing an increasing return on investment for our shareholders, customers and partners. 
While the global economic outlook is uncertain, the Directors believe the Company is well positioned for another 
successful year and of meeting current stock market expectations. Our strategy remains to be the leading 
provider of workforce management solutions to our chosen markets. The Company has invested in a direct sales 
organisation and a services business capable of fulfilling the increasing demands of its target markets. There is 
now a strong sales pipeline and the capability to deliver profitable services growth. We are also actively seeking 
new partnerships to assist with sales and delivery in our markets.
RESultS AnD DiviDEnDS
The audited accounts for the year ended 31 May 2008, which comprise the Principal Accounting Policies, the 
Consolidated Income Statement, the Balance Sheets, the Cash Flow Statements, the Statements of Changes in 
Equity and the related notes, are set out on pages 19 – 50. The Group profit for the year after tax amounted to 
£1,784,000 (2007: £1,010,000). The Directors are not proposing the payment of a dividend for the year (2007: £nil).
Directors and their shareholdings
The Directors who served during the year and their interests in the shares of the Company as recorded in the 
register of Directors’ interests were as follows:
5p ordinary shares
31 May 2008 1 June 2007
T H Osborne 50,000 50,000
I J Bowles 223,500 50,000
A A Swann 1,119,000 700,000
S C Thorne 777,083 777,083
J I Lang 746,437 602,625
M J S Loveland *1,525,000 *1,525,000
R J Morgan-Evans – 120,000
A R D Pringle 7,000 7,000
* Exceeds a 3% interest in the issued share capital of the Company
Under the provisions of Article 111 of the Company’s Memorandum and Articles of Association, Mr Osborne 
and Mr Loveland will retire by rotation at the next Annual General Meeting and, being eligible, offer 
themselves for re-election. 
Details of Directors’ interests in options to acquire shares of the Company are set out in note 7 to the accounts. 11
Manpower Software Plc
Annual Report and Accounts 2008
Substantial shareholdings
At 31 May 2008 notification had been received of the following interests which exceed a 3% interest in the issued 
share capital of the Company, in addition to those of the Directors referred to on page 10.
name of holder number % of issued 
share capital
Herald Investment Management 11,321,477 25.33%
Gartmore Investment Management 7,630,792 17.07%
SG Asset Management 3,852,000 8.62%
Credit Suisse Securities (Europe) Limited 3,117,624 6.97%
Jupiter Asset Management 2,085,000 4.66%
Relations with shareholders
The Group encourages two way communications with both institutional and private investors and responds promptly 
to queries received. All shareholders have at least twenty-one working days notice of the Annual General Meeting. 
The Directors and Committee Chairs are introduced and are available for questions at the Annual General Meeting. 
Every shareholder receives a full annual report each year-end and at the half-year receives an interim report.
Care is exercised to ensure that any price sensitive information is released to all shareholders, institutional and 
private, at the same time in accordance with the Financial Services Authority’s requirements.
coRPoRA tE GovERnAncE
While as an AIM listed Company there is no requirement to comply with the Combined Code and the Turnbull 
Guidance, the Board has applied the Code and the Guidance as it feels appropriate for a Company of this size.
In applying the principle that the Board should maintain a sound system of internal control to safeguard 
shareholders’ investments and the Group’s assets, the Directors recognise that they have overall responsibility for 
ensuring that the Group maintains proper accounting records and a system of internal control to provide them 
with reasonable assurance regarding effective and efficient operations, internal financial control and compliance 
with laws and regulations. However, there are inherent limitations in any system of internal control and, 
accordingly, even the most effective system can provide only reasonable, and not absolute, assurance particularly 
against misstatement or loss.
As might be expected in a Group of this size, a key control procedure during the year was the day-to-day 
supervision of the business by the executive Directors.
Board responsibilities
The Board has adopted a formal schedule which sets out the various matters for which it is responsible and that 
are reserved to it. The Board meets regularly during the year and it met formally on 5 occasions during the period 
from 1 June 2007 to 31 May 2008.
The Board is responsible for the overall strategy and direction of the Group and for approving acquisitions and 
disposals, management performance, major capital and development expenditure and significant financial 
matters. It monitors exposure to key business risks and reviews the strategic direction of the Company and its 
subsidiaries, their annual budgets, their progress against those budgets and their development programmes.  
The Board also considers employee issues and key appointments.
The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee. Each 
Committee operates within defined terms of reference. The Audit, Nomination and Remuneration Committees 
comprise J I Lang, A R D Pringle and M J S Loveland, Non-Executive Directors. The Audit Committee is chaired by 
M J S Loveland, the Nomination Committee is chaired by A R D Pringle and the Remuneration Committee is chaired 
by J I Lang. The Audit Committee is required to meet at least twice a year and its primary responsibilities include 
monitoring internal controls, approving the Group’ s accounting policies and reviewing the interim and annual reports. 
Clear management responsibilities have been determined for each subsidiary and division with authorisation 
limits and segregation of duties established for the operating functions of the Group. Much of the Group’s 
financial and management information is processed by and stored on computer systems. Financial reports 
are reported regularly to the Board with a comparison against budget. Towards the end of each financial year, 
detailed budgets for the following year are reviewed by the Board. 12
Manpower Software Plc
Annual Report and Accounts 2008
financial risk management
The Company uses various financial instruments, which include loans, cash and other items such as trade debtors 
and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to 
raise finance for the Company’s operations.
The existence of these financial instruments exposes the Company to a number of financial risks. These are currency 
risk, liquidity risk, interest rate risk and credit risk. The Directors review and agree policies for managing each of 
these risks and they are summarised below. These policies have remained unchanged from previous years.
currency risk
The Company is exposed to translation and transaction foreign exchange risk. In relation to translation risk, so far 
as possible the assets held in the foreign currency are matched to an appropriate level of borrowings or liabilities 
in the same currency. Transaction exposures, including those associated with forecast transactions, may be 
hedged when known, principally using forward currency contracts.
About 9% of the Group sales and 6% of the Group purchases are with customers in mainland USA. These sales and 
purchases are invoiced in US dollars. The Company’s policy is to try to match the timing of the settling of these 
sales and purchase invoices to eliminate, so far as possible, currency exposures. Where there is a material residual 
exposure the Company may use forward currency contracts to minimise the risk associated with that exposure.
The tables below show the extent to which the Company has residual financial assets and liabilities, after taking 
account of forward currency contracts, in currencies other than sterling. Foreign exchange differences on 
retranslation of these assets and liabilities are taken to the profit and loss account of the Company.
net foreign currency monetary asset
uS Dollars £’000
2008 292
2007 97
liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs 
and to invest cash assets safely and profitably.
Short-term flexibility is achieved by the availability of an overdraft facility.
Risk management
Given the small size of the Company and the close involvement of the Executive Directors in all its activities,  
the Directors do not consider that an internal audit function is necessary.
The Board has identified the following key risks which are controlled as set out below:
control over product quality
In order to ensure the quality of its product and service delivery the Group has introduced a Quality Management 
System which is registered with the British Standard Institute as ISO 9001 compliant. The Board believes that this 
gives rise to the following benefits:
policies and objectives are set by the Board   
an improved understanding of customers’ requirements with a view to achieving customer satisfaction   
improved internal and external communications   
greater understanding of the Group’s business processes  
understanding how statutory and regulatory requirements impact on the Group and its customers   
clear responsibilities and authorities, defined for all staff   
improved use of time and resources   
reduced wastage   
greater consistency and traceability of products and services   
improved staff morale and motivation  
REPoR t of thE DiREctoRS continued 13
Manpower Software Plc
Annual Report and Accounts 2008
liquidity
A cash forecast is prepared and updated regularly to monitor the Group’s short-term cash position and to identify 
borrowing requirements if appropriate.
Monitoring of pipeline
The Board regularly reviews the status of outstanding proposals. This information is then taken into account in 
cash forecasting and in defining future marketing activity.
cost control
All significant investment decisions, including capital expenditure, are considered by the Board for authorisation. 
Detailed management accounts are prepared, which compare the profit and loss account with budget, and 
significant variances are identified.
Key Performance indicators
The following financial and non-financial KPIs are some of the tools used by the Board and management to 
monitor the performance of the operating business within the Group:
financial indicators
2008 2007
Gross margin as a percentage of revenue 33.5% 31.6%
Operating profit as a percentage of revenue 14.65% 12.0%
Sales per employee £112,000 £97,000
Operating profit* per employee £18,000 £12,500
Debtors 90 days or over as a percentage of total debtors 19.0% 6.0%
*before goodwill amortisation, share-based payments and exceptional items.
non-financial indicators
The service operational KPIs include: 
Customer satisfaction levels;  
Customer calls and the number of calls outstanding;  
Employee turnover.  
GoinG concERn BASiS
After making enquiries, the Directors have formed a judgement, at the time of approving the accounts, that 
there is a reasonable expectation that the Group has adequate resources to continue in operational existence 
for the foreseeable future. For this reason the Directors continue to adopt the going concern basis in preparing 
the accounts.
EMPloYEES
During the year, the Group has continued to provide employees with relevant information and to seek their views 
on matters of common concern. Priority is given to ensuring that employees are aware of all significant matters 
affecting the Group’s trading position and of any significant organisational changes.
It is the policy of the Group to support the employment of disabled employees where possible, both in 
recruitment and by retention of employees who become disabled while in the employment of the Group.
thE REMunERA tion coMMittEE
The members of the Remuneration Committee, as detailed in this report, comprise three of the independent 
Non-Executive Directors. The Non-Executive Directors have no personal financial interest (other than as 
shareholders and option holders) in the matters to be decided. They have no conflicts of interest arising from 
cross-Directorships and no day-to-day involvement in the running of the business. The Committee has access to 
professional advice.
The functions of the Committee are to determine and agree with the Board the framework or broad policy for the 
remuneration and conditions of employment of the Executive Directors. Within the terms of the agreed policy, 
the Remuneration Committee reviews the performance of the Executive Directors and determines their annual 
remuneration, bonus awards and awards of share options. 14
Manpower Software Plc
Annual Report and Accounts 2008
REPoR t of thE DiREctoRS continued
REMunERA tion PolicY
The Group’s policy relating to Directors’ remuneration, endorsed by the Remuneration Committee, is to provide 
appropriate remuneration, including share options, to attract, motivate and retain executives of the highest calibre.
In setting the remuneration policy, the Group has regard to factors including:
the actual and potential contribution of each Director  
the competitive environment in which the Company operates  
Bonus awards for the Executive Directors are made on the achievement of financial targets. In the year under 
review bonuses were paid to Directors under these arrangements as set out in note 5.
Grants of options to the Executive Directors are recommended by the Remuneration Committee, based on the 
Executive Directors’ performance.
The remuneration of the Non-Executive Directors is recommended by the Executive Directors and takes account 
of time spent on Committee matters, final determinations being made by the Board as a whole.
An explanation and details of Directors’ remuneration and share options are set out in note 5 to the accounts. 
None of the Directors’ remuneration is pensionable.
lonG-tERM incEntivES
There are three share option schemes in operation: an Inland Revenue Approved Scheme (“the Approved 
Scheme”), a scheme which has not been approved by the Inland Revenue (“the Unapproved Scheme”) and an 
Enterprise Management Incentive Scheme (“the EMI Scheme”) which complies with the requirements of the 
Inland Revenue. The conditions for exercising options granted under these schemes are set out below.
Where mentioned, “EPS” means the pre-tax fully diluted earnings per share of the Company calculated on such 
basis as the Directors may reasonably specify from time to time.
options granted prior to 18 September 2000
Options granted prior to 18 September 2000 can be exercised provided that there has been an average increase 
in earnings per share of the Group in the three year period prior to the date of exercise of not less than 5 per cent 
per annum above the increase in the Retail Price Index for the period.
options granted on or after 18 September 2000 and before 15 December 2005
Options granted on or after 18 September 2000 and before 15 December 2005 may be exercised if the share 
price of the Company’s ordinary shares has increased at a rate of no less than 10% per annum compared with the 
share price at the date of the grant of the option over a defined measurement period. For the approved options 
the measurement period is three years from the date of the grant of the options. For the unapproved and EMI 
options the measurement period is two years from the date of the grant of the options. In both cases, if the 
performance criteria are not initially met, then the measurement period is extended in three monthly intervals 
until such time as the criteria are met, or until ten years from the date of the grant whereupon the options will 
lapse. The approved options vest immediately on exercise, while the unapproved and EMI options vest in eight 
equal intervals quarterly from the date of exercise.
options granted on or after 15 December 2005 and before 31 May 2006
Options granted on or after 15 December 2005 and before 31 May 2006 may be exercised if the following  
EPS targets (together the “Primary Condition”) are achieved.
Primary condition
EPS target  Financial Year
2.2 pence or more  2005/6
3.5 pence or more 2006/7
5.5 pence or more 2007/8
Secondary condition
EPS target  Financial Year
3.8 pence or more 2007/8
5.5 pence or more 2008/9 15
Manpower Software Plc
Annual Report and Accounts 2008
options granted on or after 15 December 2005 and before 31 May 2006 continued 
For each Primary EPS target achieved, subject to the rules of the Scheme, an Option may be exercised as to one 
third on or after the third anniversary of the Date of Grant. If any of the EPS targets within the Primary Condition 
is not achieved (i.e. the option is not exercisable in full following the third anniversary of the grant date) an option 
holder may choose not to exercise such portion (if any) of his option that would otherwise become exercisable 
and wait until the determination of EPS for financial years following the Performance Period. In such case, subject 
to the rules of the Scheme, an unexercised option shall be exercisable in full on or after such date as:
the EPS for the most recently completed Financial Year is at least 5.5 pence; and a. 
the sum of the EPS figures for each of the Financial Years within the Performance Period and  b. 
such subsequent completed Financial Year(s) is at least 11.2 pence.
In the event that:
the EPS targets within the Primary Condition for the 2005/6 and 2006/7 Financial Years are met,  a. 
but the EPS target for the 2007/8 Financial Year is not; and
the sum of EPS figures for the each of the Financial Years within the Performance Period is  b. 
at least 10.08 pence; and
EPS for the 2007/8 Financial Year is at least 4.9 pence; c. 
then, subject to the rules of the Scheme, the third of an Option that did not become exercisable in accordance 
with Clause 2 above may at the election of the Option Holder be exercised on or after the third anniversary of the 
Grant Date to the extent determined by the following.
For EPS of between 4.9 pence and 5.5 pence for the 2007/8 Financial Year, in addition to the two thirds of the 
Option becoming exercisable for the satisfaction of the 2005/6 and 2006/7 EPS performance target, up to a 
further sixth of the Option may be exercised, pro rata to the point at which EPS for the 2007/8 Financial Year falls 
between 4.9 pence and 5.5 pence.
For aggregate EPS for each of the Financial Years within the Performance Period of between 10.08 pence and  
11.2 pence, in addition to the two thirds of the Option becoming exercisable for the satisfaction of the EPS 
targets set for the 2005/6 and 2006/7 Financial Years, up to a further sixth of the Option may be exercised, 
pro rata to the point at which the sum of the EPS figures for each of the Financial Years within the Performance 
Period falls between 10.08 pence and 11.2 pence.
In the event that the Directors determine that the EPS targets within the Primary Condition are not met but 
the EPS targets within the Secondary Condition are met, then, subject to the Rules of the Scheme, two-thirds 
of the Option shall become exercisable immediately and the one-third of the Option that has not yet become 
exercisable may be exercised when the EPS for the most recently completed Financial Year is at least 5.5 pence 
and the sum of the EPS figures for each of the Financial Years within the Performance Period and such subsequent 
completed Financial Year(s) is at least 11.2 pence.
options granted on or after 1 June 2006 and before 31 May 2007 
Options granted on or after 1 June 2006 and before 31 May 2007 may be exercised if the following EPS targets 
(together the “Primary Condition”) are achieved.
EPS target      financial Year
3.5 pence or more     2006/7
5.5 pence or more    2007/8
6.1 pence or more    2008/9
For each EPS target achieved, subject to the rules of the Scheme, an Option may be exercised as to one third 
on or after the third anniversary of the Date of Grant. If any of the EPS targets within the Primary Condition is 
not achieved (i.e. the option is not exercisable in full following the third anniversary of the grant date) an option 
holder may choose not to exercise such portion (if any) of his option that would otherwise become exercisable 
and wait until the determination of EPS for financial years following the Performance Period. In such case, subject 
to the rules of the Scheme, an unexercised option shall be exercisable in full on or after such date as :
the EPS for the most recently completed Financial Year is at least 6.1 pence; and a. 
the sum of the EPS figures for each of the Financial Years within the Performance Period and such subsequent b. 
completed Financial Year(s) is at least 15.1 pence. 16
Manpower Software Plc
Annual Report and Accounts 2008
REPoR t of thE DiREctoRS continued
options granted on or after 1 June 2006 to 31 May 2007 
In the event that:
the EPS targets within the Primary Condition for the 2006/7 and 2007/8 Financial Years are met, but the EPS a. 
target for the 2008/9 Financial Year is not; and
the sum of EPS figures for the each of the Financial Y ears within the Performance Period is at least 13.59 pence; and b. 
EPS for the 2008/9 Financial Year is at least 5.5 pence; c. 
then, subject to the rules of the Scheme, the third of an Option that did not become exercisable in accordance 
with Clause 2 above may at the election of the Option Holder be exercised on or after the third anniversary of the 
Grant Date to the extent determined by the following.
options granted on or after 1 June 2006 and before 31 May 2007
For EPS of between 5.5 pence and 6.1 pence for the 2008/9 Financial Year, in addition to the two thirds of the 
Option becoming exercisable for the satisfaction of the 2006/7 and 2007/8 EPS performance target, up to a 
further sixth of the Option may be exercised, pro rata to the point at which EPS for the 2008/9 Financial Year falls 
between 5.5 pence and 6.1 pence.
For aggregate EPS for each of the financial years within the performance period of between 13.59 pence and 
15.1 pence, in addition to the two thirds of the option becoming exercisable for the satisfaction of the EPS targets 
set for the 2006/7 and 2007/8 financial years, up to a further sixth of the option may be exercised, pro rata to 
the point at which the sum of the EPS figures for each of the financial years within the performance period falls 
between 13.59 pence and 15.1 pence.
options granted on or after 1 June 2007 and before 31 May 2008
Options granted on or after 1 June 2007 and before 31 May 2008 may be exercised if the following EPS targets 
(together the “Primary Condition”) are achieved.
EPS target financial Year
3.8 pence or more 2007/8
5.5 pence or more 2008/9
6.1 pence or more 2009/10
For each EPS target achieved, subject to the rules of the Scheme, an Option may be exercised as to one third 
on or after the third anniversary of the Date of Grant. If any of the EPS targets within the Primary Condition is 
not achieved (i.e. the option is not exercisable in full following the third anniversary of the grant date) an option 
holder may choose not to exercise such portion (if any) of his option that would otherwise become exercisable 
and wait until the determination of EPS for financial years following the Performance Period. In such case, subject 
to the rules of the Scheme, an unexercised option shall be exercisable in full on or after such date as:
the EPS for the most recently completed Financial Year is at least 6.1 pence; and a. 
the sum of the EPS figures for each of the Financial Years within the Performance Period and such subsequent b. 
completed Financial Year(s) is at least 15.4 pence.
intERnA tionAl finAnciAl REPoR tinG St AnDARDS
The Group has made the transition to International Financial Reporting Standards (“IFRS”) during the year. 
Implementation has required restatement of the 31 May 2006 and 2007 balance sheets and restatement of 
the profit and loss account for the year ended 31 May 2007. The restatements have not materially affected the 
financial position or operating results of the Group.
othER MA ttERS
Mr I J Bowles has a service agreement which is terminable upon twelve months notice. All other Directors have 
service contracts which are terminable upon six months notice. There is no contractual provision for compensation 
for early termination of any of the Directors’ contracts.
The Non-Executive Directors retire by rotation in the same manner as the Executive Directors, in accordance with 
the Company’s Articles of Association.
T H Osborne (Executive Chairman), J I Lang, A R D Pringle, M J S Loveland and R J Morgan-Evans (Non-Executive 
Directors) monitor the actions of management and the Group’s performance. Other than their shareholdings, 
options and remuneration they have no other relationship with the Company or its subsidiaries. Individually, they 
bring a complementary set of skills and experience to the Board. 17
Manpower Software Plc
Annual Report and Accounts 2008
othER MA ttERS continued 
Communication with shareholders on remuneration matters is largely undertaken by way of this report  
and the detailed disclosure of remuneration provided by notes 6 and 7 to the accounts.
Executive Directors are permitted to accept external Directorships only with the Company’s prior permission  
and provided their ability to act in the best interest of the Group is not impaired.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the 
Directors are required by AIM rules to prepare consolidated financial statements in accordance with International 
Financial Reporting Standards as adopted by the European Union. The financial statements are required by law 
to give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that 
period. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently  
make judgments and estimates that are reasonable and prudent  
state whether applicable International Financial Reporting Standards have been followed, subject to any   
material departures disclosed and explained in the financial statements
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the   
Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at 
any time the financial position of the Company and enable them to ensure that the financial statements comply 
with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and hence 
for taking reasonable steps for the prevention and detection of fraud and other irregularities.
In so far as the Directors are aware:
there is no relevant audit information of which the Company’s auditors are unaware; and  
the Directors have taken all steps that they ought to have taken to make themselves aware of any    
relevant audit information and to establish that the auditors are aware of that information.
The Directors are responsible for the maintenance and integrity of the corporate and financial information 
included on the Company’s website. Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in other jurisdictions.
PAYMEnt of cREDitoRS
The Group does not follow any published code or standard on payment practice in respect of any of its suppliers. 
The Group’s policy in respect of the majority of its trade creditors is to negotiate terms and conditions with the 
suppliers and, provided the suppliers comply with these, payments are made in accordance with the agreed terms 
and conditions. Where payment terms are not specifically agreed, suppliers are paid in accordance with local 
commercial practice. The average number of days credit for the year is 33 days (2007: 46 days).
AuDitoRS
Grant Thornton UK LLP offer themselves for reappointment as auditors in accordance with section 385 of the 
Companies Act 1985.
BY oRDER of thE BoARD
S c thorne
Company Secretary
25 July 2008 18
Manpower Software Plc
Annual Report and Accounts 2008
REPoR t of thE inDEPEnDEnt AuDitoRS 
to thE MEMBERS of MAnPowER Softw ARE Plc
We have audited the Group and parent Company financial statements (the ‘financial statements’) of Manpower 
Software plc for the year ended 31 May 2008 which comprise the principal accounting policies, the Group 
income statement, the Group and parent Company balance sheets, the Group and parent Company cash flow 
statements, the Group and parent Company statements of changes in members’ equity and notes 1 to 28. These 
financial statements have been prepared under the accounting policies set out therein. 
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the 
Companies Act 1985. Our audit work has been undertaken so that we might state to the Company’s members 
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest 
extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the 
Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
RESPEctivE RESPonSiBilitiES of DiREctoRS AnD AuDitoRS
The Directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the 
financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs)  
as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory 
requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the 
financial statements have been properly prepared in accordance with the Companies Act 1985. We also report to 
you whether in our opinion the information given in the Directors’ Report is consistent with the financial statements. 
In addition we report to you if, in our opinion, 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 other transactions is not disclosed. 
We read other information contained in the Annual Report and consider whether it is consistent with the audited 
financial statements. The other information comprises only the Report of the Directors and the Chairman’s Report. 
We consider the implications for our report if we become aware of any apparent misstatements or material 
inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
BASiS of AuDit oPinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the 
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and 
disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments 
made by the Directors in the preparation of the financial statements, and of whether the accounting policies are 
appropriate to the Group’s and 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 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 Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the   
European Union, of the state of the Group’s affairs as at 31 May 2008 and of its profit for the year then ended
the parent Company financial statements give a true and fair view, in accordance with IFRSs as adopted by   
the European Union as applied in accordance with the provisions of the Companies Act 1985, of the state of 
the parent Company’s affairs as at 31 May 2008; 
the financial statements have been properly prepared in accordance with the Companies Act 1985; and  
the information given in the Directors’ Report is consistent with the financial statements.  
GRAnt thoRnton uK llP
REGiStERED AuDitoR
chAR tERED Account AntS
LONDON
25 July 2008  19
Manpower Software Plc
Annual Report and Accounts 2008
AccountinG PoliciES
BASiS of PREPARA tion
The Group financial statements are for the year ended 31 May 2008. They have been prepared in compliance 
with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations 
Committee (IFRIC) interpretations as adopted by the European Union as at 31 May 2008.
In the current year the Group has adopted International Financial Reporting Standards for the first time and has 
applied IFRS 1 ‘First time adoption of IFRS’ from the transition date of 1 June 2006. Please refer to note 1 for the 
details of the changes required to present the accounts under IFRS.
Standards, amendments and interpretations to existing standards that are not yet effective  
and have not been early adopted by the Group in the 31 May 2008 financial statements
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations 
to existing standards have been published but are not yet effective. The Group has not early adopted any of 
these pronouncements. The new standards, amendments and interpretations that are expected to be relevant  
to the Group’s financial statements are as follows:
iAS 1 Presentation of financial Statements (Revised 2007)  
(effective for reporting periods beginning on or after 1 January 2009)
This amendment affects the presentation of owner changes in equity and introduces a statement of 
comprehensive income. Preparers will have the option of presenting items of income and expense and 
components of other comprehensive income either in a single statement of comprehensive income with 
subtotals, or in two separate statements (a separate income statement followed by a statement of other 
comprehensive income). This amendment does not affect the financial position or results of the Group but will 
give rise to additional disclosures. Management are currently assessing the detailed impact of this amendment  
on the Group’s financial statements.
iAS 27 (Revised) consolidated and separate financial statements (effective 1 January 2009)
The amendment will require investments in subsidiaries that are accounted for in accordance with IAS 39 Financial 
Instruments: Recognition and Measurement in the parent’s separate financial statements to continue to be 
accounted for on that basis when classified as held for sale (or included in a disposal Group that is classified  
as held for sale).
iAS 32 (Revised) financial instruments: Presentation (effective 1 January 2009)
The amendment will result in some financial instruments that are classified as liabilities at present being treated  
as equity instruments in the future. It affects certain instruments that: 
the holder is entitled to redeem (referred to as “puttable instruments”); and  
impose on the entity an obligation to deliver a pro rata share of the net assets of the entity    
only on liquidation.
ifRS 3 Business combinations (Revised 2008) and iAS 27 consolidated and Separate financial 
Statements (Revised 2008) (effective for reporting periods beginning on or after 1 July 2009)
The revised standards introduce major changes to the accounting treatment for business combinations, 
transactions with non-controlling interests (a new term for minority interests) and a loss of control of a subsidiary. 
Management are currently assessing the detailed impact of this amendment on the Group’s financial statements.
ifRS 8 operating segments (effective for reporting periods beginning on or after 1 January 2009)
This IFRS specifies how an entity should report information about its operating segments in its financial 
statements. Generally, financial information is required to be reported on the same basis as is used internally 
for evaluating operating segment performance and deciding how to allocate resources to operating segments. 
Implementation of this standard is expected to increase the number of reportable segments as well as the 
manner in which the segments are reported, i.e. in a manner which is consistent with the internal reporting 
provided to the chief operating decision-maker. 
Management anticipate that all the above pronouncements will be adopted in the Group’s financial statements  
for the period beginning 1 June 2009.
Other new standards and interpretations have been issued but are not expected to have a material impact  
on the Group’s financial statements. 20
Manpower Software Plc
Annual Report and Accounts 2008
AccountinG PoliciES continued
ifRS 8 operating segments  
(effective for reporting periods beginning on or after 1 January 2009) continued 
The principal accounting policies adopted by the Group in conformity with IFRS in force at 31 May 2008 are set 
out below. 
conSoliDA tion
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies 
generally accompanying a shareholding of over one-half of the voting rights. The existence and effect of potential 
voting rights that are currently exercisable or convertible are considered when assessing whether the Group 
controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the 
Group. They are deconsolidated on the date control ceases.
The Group uses the purchase method of accounting for the acquisition of a subsidiary. The cost of an acquisition is 
measured by the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the 
date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and 
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date 
irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’ s 
share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the fair 
value of the net assets of the subsidiary acquired the difference is recognised directly in the income statement.
Inter-Company transactions, balances and unrealised gains and losses on transactions between Group companies 
are eliminated.
invEStMEntS
Investments held as non-current assets comprise investments in subsidiary undertakings and are stated at cost 
less any provision for any impairment. 
REvEnuE REcoGnition
Revenue is the fair value of the total amount receivable by the Group for supplies of products and services which 
are provided in the normal course of business. VAT or similar local taxes and trade discounts are excluded.
The Group licenses software under non-cancellable licence agreements and provides services which include installation, 
consulting, training and product support. Licence fee revenues are generally recognised when a non-cancellable licence 
agreement has been signed, there are no uncertainties surrounding product acceptance, there are no significant 
vendor obligations, the fees are fixed and determinable and collection is considered probable. Where licence fees are 
attributable to contracts extending over more than one period, revenue is taken based upon the stage of completion 
when the outcome of the contract can be foreseen with reasonable certainty and after allowing for costs to completion.
Where appropriate, the Group allocates a portion of contracted fees to post-contract activities covered under the 
contract, which may include installation assistance, training services and first year maintenance.
Revenues for training or consulting services are recognised as the services are performed. Revenues from support 
agreements are recognised rateably over the support period.
SEGMEnt Al REPoR tinG 
A business segment is a group of assets and operations engaged in production that is subject to risks and returns 
that are different from those of other business segments. A geographical segment is also a group of assets and 
operations engaged in production but in a particular economic environment that is different from those of other 
economic environments.
The Group’s primary reporting analysis is by business stream. The Group’s principal activities are:
the provision of software under a licence agreement; and a. 
the provision of services such as installation, consulting, training and product support. b. 
The Group’s secondary reporting analysis is geographical. As the activities of the Group are predominantly all 
within the UK, the Directors do not provide additional analysis.
foREiGn cuRREncY tRAnSlA tion
Functional and presentational currency a. 
Items included in the financial statements of each of the Group’s entities are measured using the currency 
of the primary economic environment in which the entity operates (the functional currency). The Company’s 
functional currency and the Group’s presentational currency is Sterling. 21
Manpower Software Plc
Annual Report and Accounts 2008
foREiGn cuRREncY tRAnSlA tion continued
Transactions and balances b. 
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing 
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such 
transactions and from the translation at reporting period-end exchange rates of monetary assets and 
liabilities denominated in foreign currencies are recognised in the income statement. 
Group companies c. 
The results and financial position of all group entities that have a functional currency different from the 
presentation currency are translated into the presentation currency as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at the date    
of the balance sheet;
income and expenses for each income statement are translated at actual rates, the average exchange rate    
is an acceptable approximation; and
on consolidation, exchange differences arising from the translation of the net investment in foreign entities    
are taken to a separate component of equity.
int AnGiBlE ASSEtS
internally generated intangibles
An internally generated intangible asset arising from the development of software is recognised only if all of the 
following conditions are met:
it is probable that the asset will create future economic benefits;  
the development costs can be measured reliably;  
the technical feasibility of completing the intangible asset can be demonstrated;  
there is the intention to complete the asset and use or sell it;  
there is the ability to use or sell the asset; and  
adequate technical, financial and other resources to complete the development    
and to use or sell the asset are available.
Intangible assets are amortised over their estimated useful lives, which is between 3-6 years. Where no intangible asset 
can be recognised, development expenditure is charged to the income statement in the period in which it is incurred. 
Research expenditure is recognised as an expense in the period in which it is incurred.
intangibles acquired as part of a business combination
In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed 
to have a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects market 
expectations about the probability that the future economic benefits embodied in the asset will flow to the Group. 
Where an intangible asset might be separable, but only together with a related tangible or intangible asset, the 
Group of assets is recognised as a single asset separately from goodwill where the individual fair values of the assets 
in the Group are not reliably measurable. Where the individual fair value of the complementary assets are reliably 
measurable, the Group recognises them as a single asset provided the individual assets have similar useful lives.
Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortisation and accumulated 
impairment losses. Amortisation is provided to write off the cost of each intangible asset over its useful economic life.
GooDwill
Goodwill arising from business combinations is the difference between the fair value of the consideration paid and 
the fair value of the assets acquired and liabilities and contingent liabilities assumed. It is recognised initially as an 
intangible asset at cost and is subject to impairment testing on an annual basis or more frequently if circumstances 
indicate that the asset may have been impaired. Details of impairment testing are described in the accounting policies. 
PRoPER tY, PlAnt AnD EquiPMEnt
Property, plant and equipment are recorded at cost net of accumulated depreciation and any provision for 
impairment. Depreciation is provided using the straight line method to write off the cost of the asset less any 
residual value over its useful economic life as follows: 
Computer equipment 33%
Short leasehold improvements  25%
Other assets 25% 22
Manpower Software Plc
Annual Report and Accounts 2008
AccountinG PoliciES continued
iMPAiRMEnt
The Group’s goodwill, other intangible assets and property, plant and equipment are subject to impairment testing.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately 
identifiable cash flows (cash generating units). Goodwill is allocated to those cash generating units that are 
expected to benefit from synergies of the related business combination and represent the lowest level within the 
Group at which management controls the related cash flows. 
Individual assets or cash generating units are tested for impairment whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the assets or cash generating unit’s carrying amount 
exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions 
less costs to sell and value in use, based on an internal discounted cash flow evaluation. Impairment losses 
recognised for cash generating units, to which goodwill has been allocated, are credited initially to the carrying 
amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating 
unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment 
loss previously recognised may no longer exist. 
lEASES
Finance leases are recognised as being those that transfer substantially all the risks and rewards of ownership. 
Assets held under finance leases are capitalised and the outstanding future lease obligations are shown in 
payables at the present value of the lease payments. They are depreciated over the term of the lease or their 
useful economic lives, whichever is the shorter. The interest element (finance charge) of lease payments is charged 
to the income statement over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income 
statement in the period in which they are incurred. The Company does not act as a lessor.
finAnciAl ASSEtS
Financial assets consist of cash and financial instruments. Financial instruments consist of trade and other 
receivables. Financial assets are assigned to their different categories by management on initial recognition, 
depending on the purpose for which the investment was acquired. The designation of financial assets is re-
evaluated at every reporting date at which a choice of classification or accounting treatment is available.
Derecognition of financial instruments occurs when the rights to receive cash flows from the investments 
expire, or are transferred, and substantially all of the risks and rewards of ownership have been transferred. An 
assessment for impairment is undertaken at least at each balance sheet date, whether or not there is objective 
evidence that a financial asset or a group of financial assets is impaired.
finAnciAl liABilitiES
The Group’s financial liabilities include trade and other payables and borrowings (bank overdraft). 
Financial liabilities are recognised when the Group becomes a party to the contractual agreements of the 
instrument. All interest related charges are recognised as an expense in the income statement.
Trade payables are recognised initially at their nominal value and subsequently measured at amortised costs less 
settlement payments.
incoME t AxES
Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in which 
the Group carries out its operations. They are calculated according to the tax rates and tax laws applicable to 
the fiscal period and the country to which they relate. All changes to current tax liabilities are recognised as a 
component of tax expense in the income statement. 
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison 
of the carrying amount of assets and liabilities in the consolidated financial statements with their respective tax bases. 
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is 
probable that future taxable profits will be available against which the temporary differences can be utilised. 
Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period 
of realisation, provided they are enacted or substantively enacted at the balance sheet date.
cASh AnD cASh Equiv AlEntS
Cash and cash equivalents include cash at bank and in hand as well as short-term bank deposits.  23
Manpower Software Plc
Annual Report and Accounts 2008
ShARE-BASED EMPloYEE coMPEnSA tion
The Group operates equity settled share-based compensation plans for remuneration of its employees.
All employee services received in exchange for the grant of any share-based compensation are measured 
at their fair values. These are indirectly determined by reference to the share option awarded. Their value is 
appraised at the grant date and excludes the impact of any non-market vesting conditions (e.g. profitability or 
sales growth targets).
All share-based compensation is ultimately recognised as an expense in the income statement with a 
corresponding credit to additional paid in capital, net of deferred tax where applicable. If vesting periods or other 
vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate 
of the number of shares options expected to vest. Non market vesting conditions are included in assumptions 
about the number of options that are expected to become exercisable. Estimates are subsequently revised if 
there is any indication that the number of share options expected to vest differs from previous estimates. No 
adjustment to expenses recognised in prior periods is made if fewer share options ultimately are exercised than 
originally estimated.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the 
nominal value of the shares issued are reallocated to share capital with any excess being recorded as additional 
share premium.
EquitY
Equity comprises the following:
“Issued capital” represents the nominal value of equity shares.  
“Share premium” represents the excess over nominal value of the fair value of consideration received    
  for equity shares, net of expenses of the share issue.
“Shares to be issued” represents both the nominal value and premium of shares still to be issued at the   
  balance sheet date.
“Share-based payment reserve” represents equity-settled share-based employee and non-employee    
  remuneration until such share options are exercised.
“Retained earnings” represents retained profits and losses.  
uSE of AccountinG EStiMA tES AnD JuDGEMEntS
Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These 
judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, 
having regard to prior experience, but actual results may differ from the amounts included in the financial 
statements. Information about such judgements and estimation is contained in the accounting policies and/or the 
notes to the financial statements and the key areas are summarised below.
JuDGEMEntS in APPl YinG AccountinG PoliciES:
The acquisition of Key Information Technology Systems Limited has required the Directors to make judgements 
regarding the value of the net assets that have been acquired. Specifically, to value the amount of future service 
revenues that are likely to flow from the current customer base. 
The Directors have judged that a litigation arising against Key Information Technology Systems Limited after its 
acquisition by the Company, in respect of an event occurring prior to the acquisition is fully indemnified in the 
sale and purchase agreement and, therefore, they have not made a provision to cover any possible resulting loss.
The Directors have decided that, due to the uncertainty of quantifying probable future profitability, they will not 
recognise a deferred tax asset in these accounts. 
SouRcES of EStiMA tion uncER tAintY :
Depreciation rates are based on estimates of the useful lives and residual values of the assets involved. 
Estimates are required as to asset carrying values and impairment charges.
The estimation of share-based payment costs requires the selection of an appropriate valuation model and 
consideration as to the inputs necessary for the valuation model chosen. The Group has made estimates as to  
the volatility of its own shares, the probable life of options granted and the time of exercise of those options.  
The model used by the Group is a Black-Scholes valuation model. 24
Manpower Software Plc
Annual Report and Accounts 2008
conSoliDA tED incoME St AtEMEnt
for the year to 31 May 2008
note Year to  
31 May 2008 
£’000
Year to  
31 May 2007 
£’000
Revenue 2 11,578 8,306
Selling and operational expenses 3 (7,700) (5,680)
Gross profit 3,878 2,626
Administrative expenses (2,028) (1,556)
Profit before amortisation,  
share-based payment, interest and tax
1,850 1,070
Amortisation of intangible assets (50) –
Share-based payment (104) (75)
Total administrative expenses (2,182) (1,631)
operating profit 1,696 995
Finance income 8 132 19
Finance charge 9 – (4)
Net finance income 132 15
Profit for the period before taxation 5 1,828 1,010
Tax on profit for the period 10 (44) –
Profit for the period 1,784 1,010
Earnings per share 13
Basic (pence per share) 4.0p 2.3p
Diluted (pence per share) 3.8p 2.2p 25
Manpower Software Plc
Annual Report and Accounts 2008
conSoliDA tED BAlAncE ShEEt 
as at 31 May 2008
note 31 May 2008 
£’000
31 May 2007 
£’000
non-current assets
Intangible assets 14 795 –
Property, plant and equipment 15 521 153
Trade and other receivables 17 102 102
Total non-current assets 1,418 255
current assets
Trade and other receivables 2,566 1,636
Cash and cash equivalents 4,317 2,410
Total current assets 6,883 4,046
total assets 8,301 4,301
Equity and liabilities
Equity
Share capital 18 2,235 2,227
Share premium account 6,493 6,465
Shares to be issued 18 159 –
Share-based payment reserve 19 314 210
Foreign exchange reserve 63 75
Retained earnings (5,099) (6,883)
Total equity 4,165 2,094
non-current liabilities
Borrowings 20 196 –
Total non-current liabilities 196 –
current liabilities
Trade and other payables 21 3,893 2,207
Corporation tax 47 –
Total current liabilities 3,940 2,207
Total liabilities 4,136 2,207
total equity and liabilities 8,301 4,301
The financial statements were approved by the Board of Directors on 25 July 2008.
i J Bowles – Director
S c thorne – Director
  26
Manpower Software Plc
Annual Report and Accounts 2008
coMPAnY BAlAncE ShEEt
at 31 May 2008
notes 31 May 2008 
£’000
31 May 2007 
£’000
non-current assets
Investments 16 550 –
Property, plant and equipment 15 201 142
Trade and other receivables 17 102 102
Total non-current assets 853 244
current assets
Trade and other receivables 17 2,487 1,632
Cash and cash equivalents 4,170 2,409
Total current assets 6,657 4,041
total assets 7,510 4,285
Equity and liabilities
Equity
Share capital 18 2,235 2,227
Share premium account 6,493 6,465
Shares to be issued 18 159 –
Share-based payment reserve 19 314 210
Retained earnings (5,206) (6,936)
Total equity 3,995 1,966
current liabilities
Trade and other payables 21 3,481 2,319
Corporation tax 34 –
Total current liabilities 3,515 2,319
total equity and liabilities 7,510 4,285
The financial statements were approved by the Board of Directors on 25 July 2008.
i J Bowles – Director
S c thorne – Director
 
  27
Manpower Software Plc
Annual Report and Accounts 2008
conSoliDA tED St AtEMEnt of chAnGES in EquitY
for the year ended 31 May 2008
Share 
capital
 £’000
Share 
premium 
£’000
Shares to 
be issued
 £’000
Share-
based 
payment 
reserve 
£’000
foreign 
exchange 
reserve 
£’000
Retained 
earnings
 £’000
total 
equity
 £’000
At 1 June 2006 2,223 6,456 – 135 – (7,893) 921
Exchange differences 
on opening reserves – – – – 75 – 75
Net income 
recognised directly  
in equity – – – – 75 – 75
Result for the period – – – – – 1,010 1,010
Total recognised 
income and expense – – – – 75 1,010 1,085
Issue of shares 4 9 – – – – 13
Associated costs – – – – – – –
Equity settled  
share options – – – 75 – – 75
At 31 May 2007 2,227 6,465 – 210 75 (6,883) 2,094
Exchange differences 
on opening reserves – – – – (12) – (12)
Net income 
recognised directly  
in equity
– – – – (12) – (12)
Result for the period – – – – – 1,784 1,784
Total recognised 
income and expense
– – – – (12) 1,784 1,772
Issue of shares 8 28 159 – – – 195
Associated costs – – – – – – –
Equity settled 
share options – – – 104 – – 104
At 31 May 2008 2,235 6,493 159 314 63 (5,099) 4,165
 
  28
Manpower Software Plc
Annual Report and Accounts 2008
coMPAnY St AtEMEnt of chAnGES in EquitY
for the year ended 31 May 2008
Share 
capital 
£’000
Share 
premium 
£’000
Shares to 
be issued 
£’000
Share-
based 
payment 
reserve 
£’000
Retained 
earnings 
£’000
total 
equity
 £’000
At 1 June 2006 2,223 6,456 – 135 (7,402) 1,412
Result for the period – – – – 466 466
Total recognised  
income and expense
– – – – – –
Issue of shares 4 9 – – – 13
Associated costs – – – – – –
Equity settled share options – – – 75 – 75
At 31 May 2007 2,227 6,465 – 210 (6,936) 1,966
Result for the period – – – – 1,730 1,730
Total recognised  
income and expense
– – – – 1,730 1,730
Issue of shares 8 28 159 – – 195
Associated costs – – – – – –
Equity settled share options – – – 104 – 104
At 31 May 2008 2,235 6,493 159 314 (5,206) 3,995 29
Manpower Software Plc
Annual Report and Accounts 2008
conSoliDA tED cASh flow St AtEMEnt
for the year ended 31 May 2008
Year to 
31 May 2008 
£’000
Year to 
31 May 2007 
£’000
cash flow from operating activities
Profit for the period 1,784 1,010
Adjustments for:
Finance charges (132) (14)
Income tax 44 –
Depreciation 99 82
Amortisation 50 –
Share-based payment 104 75
Decrease/(increase) in trade and other receivables (614) 481
Increase in trade and other payables 957 465
Net cash generated from operations 2,292 2,099
Interest expense – (4)
Income tax refunded 3 –
Net cash generated by operating activities 2,295 2,095
cash flows from investing activities
Interest received 132 18
Investment to acquire subsidiary (net) (386) –
Payments for property, plant and equipment (154) (149)
Net cash used in investing activities (408) (131)
cash flows from financing activities
Repayment of borrowings (4) –
Proceeds from the issue of equity shares 36 13
Issue costs – –
Net cash generated by financing activities 32 13
Net increase in cash and cash equivalents 1,919 1,977
Foreign exchange differences (11) 77
Cash and cash equivalents at the start of the period 2,409 355
cash and cash equivalents at the end of the period 4,317 2,409 30
Manpower Software Plc
Annual Report and Accounts 2008
coMPAnY cASh flow St AtEMEnt
for the year ended 31 May 2008
Year to 
31 May 2008 
£’000
Year to 
31 May 2007 
£’000
cash flow from operating activities
Profit for the period 1,730 466
Adjustments for:
Finance income (132) (15)
Income tax 34 –
Depreciation 91 74
Share-based payment 104 75
Increase in trade and other receivables (1,421) (56)
Increase in trade and other payables 1,728 1,628
Net cash generated from operations 2,134 2,172
Interest expense – (4)
Net cash generated by operating activities 2,134 2,168
cash flows from investing activities
Interest received 132 19
Investment to acquire subsidiary (391) –
Payments for property, plant and equipment (150) (144)
Net cash used in investing activities (409) (125)
cash flows from financing activities
Proceeds from the issue of equity shares 36 13
Issue costs –
Net cash generated by financing activities 36 13
Net increase in cash and cash equivalents 1,761 2,056
Cash and cash equivalents at the start of the period 2,409 353
cash and cash equivalents at the end of the period 4,170 2,409
  31
Manpower Software Plc
Annual Report and Accounts 2008
notES to thE finAnciAl St AtEMEntS
for the year ended 31 May 2008
1 fiRSt tiME ADoPtion of intERnA tionAl finAnciAl REPoR tinG St AnDARDS
The opening IFRS balance sheet as at the date of transition on 1 June 2006 has been prepared in accordance 
with the measurement and recognition rules of IFRS.
The previously published financial statements under UK GAAP were restated on an IFRS basis in the interim 
accounts for the six months to 30 November 2007. The following optional exemptions have been adopted 
under IFRS 1 ‘First time adoption of IFRS’:
iAS 21 ‘the effects of changes in foreign exchange rates’
Under UK GAAP the Group reported differences in exchange rates on consolidation in a foreign exchange 
reserve. Under IFRS the Group has claimed the exemption from retrospective application of IAS 21, including 
all exchange differences recognised up to transition within the income statement. The Group is now required 
to show all post transition differences on consolidation as a separate item within equity.
ifRS 2 ‘Share-based payments’ 
The Group has claimed the transition exemption in respect of share-based payments and only options 
granted after 7 November 2002 but not vested at 1 June 2006 are valued under IFRS 2.
ifRS 3 ‘Business combinations’ 
Business combinations that occurred before the opening IFRS balance sheet date are exempt from the 
application of the standard (IFRS 3 ‘Business Combinations’). This means that goodwill shown on the 
balance sheet at transition under UK GAAP will be maintained and, thereafter, be subject to impairment 
but not amortisation.
It should be noted that:
The adoption of IFRS does not result in any material changes to the Group’s accounting practices   
although the policy framework under IFRS has changed.
There are no adjustments to the balance sheet or income statement as a consequence of the first time   
adoption of the IFRS other than purely presentational changes.
There are no other material differences between the cash flow presented under IFRS and the cash   
flow statement presented under UK GAAP , other than to reclassify certain cash movements between 
categories of cash flows.
2 REvEnuE
Revenue represents the invoiced amount of services provided during the year stated net of sales taxes: 
2008 
£’000
2007 
£’000
Provision of services 11,578 8,306
3 SEllinG AnD oPERA tionAl ExPEnSES
2008
£’000
2007
 £’000
Third party costs 94 233
Research and development 943 893
Selling and operational expenses 6,663 4,554
7,700 5,680 notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
32
Manpower Software Plc
Annual Report and Accounts 2008
4 SEGMEnt Al REPoR tinG
The Group’s primary reporting analysis is by business stream based on products, as follows:
2008 
£’000
2007
 £’000
Licenses 5,756 3,787
Services 5,822 4,519
11,578 8,306
Under IAS 14 there is a requirement to show operating profit for the primary segmental analysis on the basis 
of the business stream as above. However, attributable expenses cannot be allocated on a reasonable basis 
and, as a result, the segmental analysis is limited to the Group revenue. 
In addition to the requirements of IAS 14 the Directors present a schedule of revenue analysed by vertical 
business sector:
2008 
£’000
2007 
£’000
Defence 3,082 3,861
Healthcare 6,551 2,454
Maritime 1,945 1,991
Other – –
11,578 8,306
The internal reporting of the Group’s performance does not require that balance sheet information is 
gathered on the basis of the business streams ‘Licenses’ and ‘Services’ reported above. This information is 
therefore not accessible and as a result the segmental analysis does not include balance sheet details. 
5 PRofit BEfoRE t AxAtion
2008 
£’000
2007 
£’000
Profit before taxation has been  
arrived at after charging/(crediting):
Foreign exchange differences 12 (75)
Depreciation and amortisation:
Depreciation of property, plant and equipment 99 82
Amortisation of intangible assets 50 –
Employee benefits expense:
Employee costs (Note 7) 6,020 4,729
Land and buildings held under operating leases 
Other operating leases 156 156
Audit and non-audit services:
Fees payable to the Company’s auditor for the audit  
of the Group accounts 35 33
Fees payable to the Company’s auditor and its associates  
for other services:
The audit of the Company’s subsidiaries pursuant to legislation 2 2
Tax services 3 6
Other services pursuant to legislation – interim review 12 9
Other services (research and development claim  
and business advice) 16 9 33
Manpower Software Plc
Annual Report and Accounts 2008
6 REMunERA tion of KEY PERSonnEl
Group and company
2008 
£’000
2007
 £’000
Director’s emoluments 620 523
Director’s share-based payment 68 40
688 563
The Group and Company consider that Directors are the key personnel. 
7 EMPloYEES
Group
2008 
£’000
2007 
£’000
Employee costs (including Directors):
Wages and salaries 5,231 4,139
Social security costs 686 515
Share-based payment 103 75
6,020 4,729
The average number of employees (including Directors)  
during the period was made up as follows:
Sales and Services 72 59
Development 20 16
Administration 4 4
Executive Directors 3 4
Non-Executive Directors 4 3
103 86
company
2008 
£’000
2007 
£’000
Employee costs (including Directors):
Wages and salaries 4,910 3,789
Social security costs 664 488
Share-based payment 103 75
5,677 4,352
The average number of employees (including Directors)  
during the period was made up as follows:
Sales and Services 64 51
Development 19 16
Administration 4 4
Executive Directors 3 4
Non-Executive Directors 4 3
94 78
  notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
34
Manpower Software Plc
Annual Report and Accounts 2008
7 EMPloYEES continued
For the year ended 31 May 2008
Salary 
£
fees 
£
Bonus 
£
commission 
£
other fees 
£
total 
£
Executive Directors
I J Bowles 190,000 – 75,000 – – 265,000
S C Thorne 100,800 – 57,500 – – 158,300
T H Osborne – 36,000 35,000 – – 71,000
R J Morgan-Evans 17,763 – – – – 17,763
non-Executive Directors
J I Lang – 25,000 – – – 25,000
M J S Loveland – 25,000 – – – 25,000
A R D Pringle – 24,021 – – 12,167 36,188
R J Morgan-Evans – 21,833 – – – 21,833
308,563 131,854 167,500 – 12,167 620,084
For the year ended 31 May 2007
Salary 
£
fees 
£
Bonus
 £
commission 
£
other fees 
£
total 
£
Executive Directors
I J Bowles 15,103 – – – – 15,103
S C Thorne 97,800 – 50,521 – – 148,321
T H Osborne – 30,000 50,000 – – 80,000
P H Morgan* 39,978 – – 12,026 – 52,004
non-Executive Directors
J I Lang – 18,000 15,000 – – 33,000
M J S Loveland – 12,000 – – – 12,000
A R D Pringle – 15,000 – – 27,000 42,000
R J Morgan-Evans 83,633 54,167 2,500 – – 140,300
236,514 129,167 118,021 12,026 27,000 522,728
*At date of resignation. 35
Manpower Software Plc
Annual Report and Accounts 2008
Directors’ share options
Aggregate emoluments disclosed do not include any amounts for the value of options to acquire ordinary 
shares in the Company granted to or held by the Directors. Details of the options are as follows:
i J Bowles
Scheme Date of grant number 
of options
option price Exercisable period
EMI 21/05/07 650,000 74.25p 21/05/10 – 20/05/17
EMI 2/05/08 250,000 53.00p 2/05/11 – 1/05/18
900,000
R J Morgan-Evans
Scheme Date of grant number 
of options
option price Exercisable period
EMI scheme 17/06/04 100,000 33.00p 17/06/06 – 16/06/14
EMI scheme 28/09/04 210,406 32.00p 28/09/06 – 27/09/14
Unapproved scheme 28/09/04 129,594 32.00p 28/09/06 – 27/09/14
Unapproved scheme 12/10/04 100,000 35.50p 12/10/06 – 11/10/14
Unapproved scheme 27/03/06 300,000 25.50p 27/03/09 – 26/03/16
840,000
t h osborne
Scheme Date of grant number of 
options
option price Exercisable period
EMI scheme 27/03/06 500,000 25.50p 27/03/09 – 26/03/16
A R D Pringle
Scheme Date of grant number of 
options
option price Exercisable period
Unapproved scheme 18/03/04 50,000 45.00p 18/03/06 – 17/03/14
A Swann
Scheme Date of grant number of 
options
option price Exercisable period
Unapproved scheme 27/03/06 25,000 25.50p 27/03/09 – 26/03/16
EMI scheme 09/10/06 225,000 18.50p 09/10/09 – 08/10/16
250,000 notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
36
Manpower Software Plc
Annual Report and Accounts 2008
7 EMPloYEES continued
Directors’ share options continued
S c thorne
Scheme Date of grant number of 
options
option price Exercisable period
Unapproved scheme 18/09/00 27,639 36.16p 18/09/02 – 17/09/10
EMI scheme 17/05/02 101,024 25.00p 17/05/04 – 16/05/12
EMI scheme 17/05/02 88,000 14.00p 17/05/04 – 16/05/12
EMI scheme 14/05/03 50,000 10.00p 14/05/05 – 13/05/13
EMI scheme 27/03/06 200,000 25.50p 27/03/09 – 26/03/16
EMI scheme 16/02/07 100,000 36.25p 16/02/10 – 15/02/17
566,663
The market price of the ordinary shares at 31 May 2008 was 61.00p and the range during the year was 49.75p 
to 74.75p.
8 finAncE incoME
2008 
£’000
2007 
£’000
Interest income 132 19
132 19
9 finAncE chARGES
2008 
£’000
2007 
£’000
Interest expense – 4
– 4
10 incoME t Ax ExPEnSE
2008 
£’000
2007 
£’000
current t ax: 
Corporation tax on profit for the year 44 –
Overseas tax – –
Total current tax 44 –
Deferred tax: 
Origination and reversal of timing differences
– current period – –
– attributable to the reduction in the rate of domestic income tax – –
Tax on profit for the year 44 – 37
Manpower Software Plc
Annual Report and Accounts 2008
10 incoME t Ax ExPEnSE continued
The tax assessed for the period differs from the standard rate of corporation tax as applied in the respective 
trading domains where the Group operates. The differences are explained below:
2008 
£’000
2007 
£’000
Profit for the period before tax 1,828 1,010
Profit for period multiplied by the respective standard rate of 
corporation tax applicable in each domain 30% (2007: 30%) 548 192
Effects of: 
Overseas tax credit (3) –
Expenses not deductible for tax purposes 5 18
IFRS 2 charge add back 31 –
Schedule 23 deduction (16) –
Capital allowances in excess of depreciation 27 14
Tax losses (utilised)/arising during the year (350) (224)
Research and development enhanced relief (192) –
Marginal relief (6) –
Tax on profit for the year 44 –
Unrelieved tax losses remain available to offset against future taxable profits. These losses have not been 
recognised as deferred tax assets within the financial statements as they do not meet the conditions required 
in accordance with IAS 12. Losses carried forward in the UK total £5,630,000 – tax effect is £1,689,000 
(2007: £5,486,000 – tax effect is £1,646,000).
11 PRofit A ttRiBut ABlE to MAnPowER Softw ARE Plc
The profit for the financial year of the parent Company, Manpower Software plc, was £1,730,000 (2007: £466,000). 
As permitted by section 230 of The Companies Act 1985, no separate profit and loss account is presented in 
respect of the parent Company.
12 DiviDEnDS
The Directors do not propose to pay a dividend for the current financial year (2007: £nil).
13 EARninGS PER oRDinARY ShARE
31 May 2008 
£’000
31 May 2007 
£’000
Profit for the year 1,784 1,010
Earnings per share
Basic (pence per share) 4.0p 2.3p
Diluted (pence per share) 3.8p 2.2p
w eighted average number of shares number of shares number of shares
Shares in issue at opening 44,539,813 44,463,086
Shares issued during the period 162,812 76,727
Shares at closing 44,702,625 44,539,813
Weighted average shares for basic earnings per share 44,621,541 44,539,813
Effect of dilutive potential ordinary shares 2,859,416 1,304,372
Weighted average shares for diluted earnings per share 47,480,957 45,844,185 notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
38
Manpower Software Plc
Annual Report and Accounts 2008
13 EARninGS PER oRDinARY ShARE continued
Adjusted earnings per ordinary share
An adjusted earnings per share has been calculated in addition to the post tax earnings per share which 
eliminates the effects of share-based payment, goodwill, amortisation of intangibles and restructuring costs 
attributable to acquisitions. It has been calculated to allow shareholders to gain a clearer understanding of 
the trading performance of the Group. The basis of the calculation of the basic and adjusted profit per share 
is set out below:
2008 
£’000
2007 
£’000
Profit for the year attributable to shareholders 1,784 1,010
Amortisation of intangibles 50 –
Share-based payment 104 75
Adjusted profit for the year attributable to shareholders 1,938 1,085
Basic adjusted earnings per share 4.3p 2.4p
Diluted adjusted earnings per share 4.1p 2.4p
14 int AnGiBlE ASSEtS
contractual 
relationships
cost/valuation
At 31 May 2007 –
Additions – acquisition see note 16 845
At 31 May 2008 845
Amortisation
At 31 May 2007 –
Charge for the year 50
At 31 May 2008 50
net book value
At 31 May 2008 795
At 31 May 2007 – 39
Manpower Software Plc
Annual Report and Accounts 2008
15 PRoPER tY, PlAnt AnD EquiPMEnt
15.1 GRouP
long leasehold 
Property 
£’000
leasehold 
improvements 
£’000
Equipment 
£’000
Group total
 
£’000
cost
At 31 May 2006 – 142 492 634
Additions – – 149 149
Disposals – – (93) (93)
Foreign exchange rate movement – – (6) (6)
At 31 May 2007 – 142 542 684
Acquisition of Key ITS 285 38 62 385
Additions – – 154 154
Disposals – – (52) (52)
Foreign exchange rate movement – – 1 1
At 31 May 2008 285 180 707 1,172
Depreciation
At 31 May 2006 – 142 403 545
Provided in the year – – 82 82
Disposals – – (91) (91)
Foreign exchange rate movement – – (5) (5)
At 31 May 2007 – 142 389 531
Acquisition of Key ITS – 18 54 72
Provided in the year – 1 98 99
Disposals – – (52) (52)
Foreign exchange rate movement – – 1 1
At 31 May 2008 – 161 490 651
net book amount at 31 May 2008 285 19 217 521
Net book amount at 31 May 2007 – – 153 153
Net book amount at 31 May 2006 – – 89 89
The long leasehold property is subject to a mortgage charge, all other assets are mortgage and charge free. 
The value of the mortgage is held as borrowings £196,000. notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
40
Manpower Software Plc
Annual Report and Accounts 2008
15 PRoPER tY, PlAnt AnD EquiPMEnt continued
15.2 coMPAnY
leasehold 
improvements 
£’000
Equipment 
£’000
company t otal 
£’000
cost
At 31 May 2006 142 423 564
Additions – 144 144
Disposals – (85) (85)
Foreign exchange rate movement – – –
At 31 May 2007 142 482 624
Additions – 150 150
Disposals – (52) (52)
Foreign exchange rate movement – – –
At 31 May 2008 142 580 722
Depreciation
At 31 May 2006 142 350 492
Provided in the year – 73 73
Disposals – (83) (83)
Foreign exchange rate movement – – –
At 31 May 2007 142 340 482
Provided in the year – 91 91
Disposals – (52) (52)
Foreign exchange rate movement – – –
At 31 May 2008 142 379 520
net book amount at 31 May 2008 – 201 201
Net book amount at 31 May 2007 – 142 142
Net book amount at 31 May 2006 – 72 72
All assets are mortgage and charge free.
16 invEStMEntS
Group
There are no fixed asset investments held by the Group.
company
£’000
cost
At 31 May 2007 –
Additions 550
Cost at 31 May 2008 550
impairment
At 31 May 2007 –
Additions –
At 31 May 2008 –
net book amount at 31 May 2008 550
Net book amount at 31 May 2007 – 41
Manpower Software Plc
Annual Report and Accounts 2008
Principal investments
The Company holds more than 20% of the equity share capital of the following:
Subsidiary country of 
registration and 
operation
class of share Percentage held nature 
of business
Manpower Software 
Worldwide Limited
England 
and Wales Ordinary £1 100% Overseas sales
Manpower Software Inc USA
Common Stock
 US$0.01 100%
USA sales 
and support
Manpower Software  
PTE Limited Singapore
Common Stock
 Singapore $1 100% Dormant
Manpower Software  
PTY Limited Australia Ordinary Aus $1 100% Dormant
MSW Technology Limited
England 
and Wales Ordinary £1 100% Dormant
Workforce Planning Limited
England 
and Wales Ordinary £1 100% Dormant
MSW Global Limited
England 
and Wales Ordinary £1 100% Dormant
Key Information  
Technology Systems Ltd
England 
and Wales Ordinary £1 100% Sales of software
 17 tRADE AnD othER REcEiv ABlES
Group
2008 
£’000
2007 
£’000
non-current
Prepayments and other receivables 102 102
current
Trade receivables 2,285 1,309
Accrued income 123 188
Prepayments and other receivables 158 139
2,566 1,636
The following financial assets are overdue for receipt. The fair value of receivables is not materially different 
from the carrying value shown. The receivables are overdue by: 
2008 
£’000
2007
 £’000
trade receivables
Not more than 3 months 1,108 840
More than 3 months but not more than 6 months 288 39
More than 6 months but not more than 1 year – –
More than one year – –
1,396 879 notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
42
Manpower Software Plc
Annual Report and Accounts 2008
17 tRADE AnD othER REcEiv ABlES continued
company
2008
 £’000
2007
 £’000
non-current
Prepayments and other receivables 102 102
current
Trade receivables 2,224 1,261
Amounts owed by subsidiary companies 4 52
Accrued income 130 –
Prepayments and other receivables 129 319
2,487 1,632
The Group and Company’s receivables are unsecured. 
18 ShARE cAPit Al
Equity 2008 
£’000
2007 
£’000
Authorised
65,000,000 ordinary shares of 5p each 3,250 3,250
Shares to be issued
296,431 (2007: nil) 15 –
Allotted, called up and fully paid
44,702,625 (2007: 44,539,813) ordinary shares of 5p each 2,235 2,227
2,250 2,227
During the year a total of 162,812 ordinary shares, of 5 pence each, were allotted on the exercise of share 
options as detailed in note 19.
As a result of the acquisition of Key Information Technology Systems Limited additional shares are to be 
issued as part of the consideration. At the balance sheet date these had not been issued but provision had 
been made in the share capital (£15,000) and in share premium (£144,000) and these are held in the “Shares 
to be issued” account within equity.
Group and company
number of shares 
under option
Subscription price 
per share
Approved Share option Scheme
Exercisable between:
28 October 2001 – 27 October 2008 77,819 83.52p
1 March 2003 – 28 February 2010 80,008 55.97p
18 September 2003 – 17 September 2010 145,433 36.16p
2 May 2004 – 1 May 2011 39,150 25.00p
2 May 2004 – 1 May 2011 29,946 25.00p
30 May 2004 – 29 May 2011 10,000 30.00p
25 February 2005 – 24 February 2012 41,000 25.00p
423,356 43
Manpower Software Plc
Annual Report and Accounts 2008
Group and company continued
number of shares 
under option
Subscription price 
per share
unapproved Executive Share option Scheme
Exercisable between:
18 September 2002 – 17 September 2010 77,748 36.16p
18 March 2006 – 17 March 2014 50,000 45.00p
27 March 2009 – 26 March 2016 317,500 25.50p
16 February 2010 – 15 February 2017 50,000 36.25p
495,248
number of shares 
under option
Subscription price 
per share
Enterprise Management incentive Scheme
Exercisable between:
17 May 2004 – 16 May 2012 919,200 14.00p
17 May 2004 – 16 May 2012 275,542 25.00p
14 May 2005 – 13 May 2013 487,000 10.00p
5 March 2006 – 4 March 2014 3,000 45.00p
17 June 2006 – 16 June 2014 122,500 33.00p
28 September 2006 – 27 September 2014 340,000 32.00p
12 October 2006 – 11 October 2014 100,000 35.50p
1 November 2006 – 31 October 2014 100,000 34.00p
12 October 2007 – 11 October 2015 450,000 27.25p
27 March 2009 – 26 March 2016 864,000 25.50p
9 October 2009 – 8 October 2016 225,000 18.50p
16 February 2010 – 15 February 2017 450,000 36.25p
21 May 2010 – 20 May 2017 650,000 74.25p
2 May 2011 – 2 May 2018 310,000 53.00p
5,296,242
19 ShARE-BASED PAYMEntS
There are three share option schemes in operation: an Inland Revenue Approved Scheme, a scheme which 
has not been approved by the Inland Revenue and an Enterprise Management Incentive Scheme which 
complies with the requirements of the Inland Revenue. The conditions for exercising options granted under 
these schemes is as set out in the Report of the Directors.
If the options remain unexercised after a period of 10 years from the date of grant, the options expire. 
Options are forfeited if the employee leaves the Company before the options vest. notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
44
Manpower Software Plc
Annual Report and Accounts 2008
19 ShARE-BASED PAYMEntS continued
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during 
the year are as follows:
2008 2007
no. of 
options
w AEP
£
no. of 
options
w AEP
£
Outstanding at the 
beginning of the year 6,161,958 29.96p 4,933,685 23.73p
Granted during the year 310,000 53.00p 1,420,000 51.37p
Exercised during the year (161,812) 22.17p (66,400) 12.46p
Forfeited during the year (95,300) 35.86p – –
Expired during the year – – (125,327) 24.05p
Outstanding at the  
end of the year 6,214,846 32.24p 6,161,958 29.96p
Exercisable at the year end 2,989,277 23.11p 3,025,639 23.70p
Share options to employees are granted on a discretionary basis.
The total charge relating to the share option scheme is £104,000 (2007: £75,000).
The fair values of the services received were calculated using a binomial pricing model. The inputs into the 
model were as follows:
2008:
During the year the following options were granted:
Date of issue number 
granted
Exercise 
price 
Pence
Expected 
volatility 
%
Expiry 
period 
Years
vesting 
period
Risk free 
rate
 %
Expected 
dividend 
yield 
%
Employee 
exit rate 
%
2 May 2008 310,000 53.00 46 10 5 4.53 nil 5
2007:
During the prior year the following options were granted:
Date of issue number 
granted
Exercise 
price 
Pence
Expected 
volatility 
%
Expiry 
period 
Years
vesting 
period
Risk free 
rate 
%
Expected 
dividend 
yield 
%
Employee 
exit rate 
%
9 October 2006 225,000 18.50 46 10 3 4.53 nil 5
16 February 2007 525,000 36.25 54 10 3 5.03 nil 5
21 May 2007 670,000 74.25 54 10 3 5.03 nil 5
The volatility calculation was based on the median 50 day volatility based on a three year history of the 
Company’s share price.
20 BoRRowinGS
The Group’s subsidiary Key Information Technology Systems Limited has a mortgage secured on the long 
leasehold property. The amount outstanding at the balance sheet date is £196,000. The interest rate is 2.00% 
above National Westminster Bank base rate from time to time.
  45
Manpower Software Plc
Annual Report and Accounts 2008
21 tRADE AnD othER PAYABlES
Group
2008 
£’000
2007 
£’000
Trade payables 335 182
Other taxation and social security 723 462
Accruals and deferred income 2,835 1,563
3,893 2,207
company
2008 
£’000
2007 
£’000
Trade payables 290 182
Amounts owed to subsidiary companies 217 156
Other taxation and social security 719 462
Accruals and deferred income 2,255 1,519
3,481 2,319
The Group and Company’s payables are unsecured.
22 BuSinESS coMBinA tion
On 4 April 2008 the Group acquired 100% of the issued share capital of Key Information Technology Systems 
Ltd (“Key ITS”) for a maximum consideration of £828,000. The consideration is to be settled as follows: (a) an 
initial payment in cash of £375,000, of which £30,000 has been retained against confirmation of the value of 
the net assets at completion. The value attributed by the Directors is disputed by the sellers so therefore is 
an estimate; and (b) contingent consideration to be paid in shares up to a maximum value of £453,000 should 
certain targets for the renewal of customer support contracts be met.
Subsequent to the acquisition of Key Information Technology Systems Limited this Company is being sued by 
a competitor Company based on a dispute of an agreement entered into prior to the acquisition date. The 
likelihood of litigation arising was not made known to the Directors prior to the acquisition date. As a result 
the costs incurred in defending the litigation will be subject to the terms of the sale and purchase agreement 
between the Company and the seller of Key Information Technology Systems Limited which include a full 
indemnity in respect of the claim arising. As a result the Directors do not consider that any provision in 
respect of the litigation is required. 
The sellers of Key ITS have indemnified the Company that, should the net assets of Key ITS at the date of 
the transaction when valued under UK GAAP be below £29,395, the consideration will be reduced by the 
amount of the shortfall. The Directors have included in these accounts a net liability acquired at the date of 
the transaction amounting to £295,014. Therefore, subject to final agreement of the net assets acquired, the 
maximum consideration payable will be £503,591 plus allowable costs of £46,155 giving a total consideration 
for the purposes of the acquisition of £549,746.  notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
46
Manpower Software Plc
Annual Report and Accounts 2008
22 BuSinESS coMBinA tion continued
The net assets acquired and the resultant fair value adjustments are shown below: 
Book value 
2008 
£’000 
fair value 
adjustment 
2008 
£’000 
fair value
 
2008 
£’000 
Cash with subsidiary 5 – 5
Intangibles – identified at acquisition **  
(see note 14) – 845 845
Property, plant and equipment 28 – 28
Long leasehold property 285 – 285
Receivables 315 – 315
Trade payables and other payables (928) – (928)
Net assets (295) 845 550
Goodwill on this acquisition – – –
Consideration (295) 845 550
Consideration satisfied by:
Shares to be issued – – 159
Cash – – 345
Professional fees paid – – 46
– – 550
**The intangibles identified at acquisition comprised those contractual relationships which, in future periods from 2009 
to 2013, would generate service revenues. The Group has estimated the attrition rate for the service revenues and 
amortisation is provided in line with this attrition rate.
The integration of Key Information Technology Systems Limited into the Group structure has been 
immediate. Consequently the net income attributable to the assets acquired cannot be separately identified.
2008 
£’000
Revenue recognised in these financial statements from the assets acquired 73
Annualised revenue from the assets acquired 467
Group revenue on an annualised basis including assets acquired 11,972
23 finAnciAl inStRuMEntS
23.1 thE GRouP
The Group’s financial instruments comprise cash and liquid resources, short-term receivables and payables. 
These all arise directly from the Group’s operations. 
It is, and has been throughout the period under review, the Group’s policy that no other trading in financial 
instruments shall be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and foreign 
currency risk. The Board reviews and agrees policies for managing each of these risks and they are 
summarised below. These policies were fully reviewed by the Board during the year and no significant 
changes were required. 47
Manpower Software Plc
Annual Report and Accounts 2008
categories of financial instrument
2008 
£’000
2007 
£’000
Financial assets
– cash and cash equivalents 4,317 2,410
– at amortised cost 2,668 1,636
6,985 4,046
Financial liabilities
– borrowings 196 –
– at amortised cost 3,893 2,207
4,089 2,207
Market risk
foreign exchange risk
Currency exposures at 31 May 2008 were not significant. Transactions of subsidiaries are denominated in 
the local currency. The Group uses forward currency contracts, where appropriate, to mitigate its exposure 
to exchange rate fluctuations in relation to trade debtors denominated in foreign currencies. At the balance 
sheet date no such contracts were in place.
The table below shows the Group’s currency exposures. These consist of the monetary assets and liabilities  
of the Group that are not denominated in the Group’s reporting currency, which is UK pounds sterling.
2008 
£’000
2007 
£’000
Net foreign currency monetary assets:
Cash and cash equivalents – US Dollars 292 97
The figures for 2008 above are based on an exchange rate of $1.9760=£1. For a movement of plus 5% the 
carrying value is reduced by $14,000 and for a movement of minus 5% the carrying value is increased by 
$15,000. Both profit and equity would be impacted by these amounts.
interest rate risk
The Group finances itself through a combination of equity and short-term debt. The Group’s policy is 
to borrow on a floating rate basis and, if appropriate, it will enter into arrangements to fix the cost of 
borrowings. The Group has not used interest rate derivatives in the year.
At 31 May 2008 the Group’s financial assets, other than short-term receivables, amounted to cash and cash 
deposits totalling £4,317,000 (2007: £2,409,000).
The overdraft facility is at floating rates based on LIBOR plus 1.5% . The terms of this facility are due for 
renewal on 12 July 2009 and at the balance sheet date no amount was overdrawn.
The Group’s subsidiary Key Information Technology Systems Limited has a mortgage secured to the long 
leasehold property. The amount outstanding at the balance sheet date is £196,000. The interest rate is 2.00% 
above National Westminster Bank base rate from time to time.
The Directors do not intend to use swap arrangements to mitigate the risk of interest rate movements as any 
likely movement in the interest rate of this mortgage will not be significant. A movement of plus or minus 1% 
in the interest rate charged will create a movement of plus or minus £2,000 in the annual interest payment on 
the balance outstanding at the balance sheet date of £196,000. notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
48
Manpower Software Plc
Annual Report and Accounts 2008
credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial 
loss to the Group. In order to minimise this risk the Group endeavours only to deal with companies which 
are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously 
monitored. The maximum exposure to credit risk is the value of the outstanding amount.
The Group has trade receivables resulting from sales of products and services, which the management 
consider to be of low risk, other receivables consist predominantly of deposits and prepayments. The 
management do not consider that there is any concentration of risk within either trade or other receivables.
Deposits of cash are placed only with financial institutions whose credit rating is high. 
liquidity risk
Deposits with the Group’s bankers are placed when cash is available surplus to immediate requirements. In 
addition, the Group has an overdraft facility of £1,000,000 (2007: £1,000,000). At the balance sheet date the 
overdrawn amount is nil. 
The provision of cash for the payment of day to day business commitments is carefully monitored and 
forecasts are made of future cash requirements. There are no significant single amounts due for payment in 
the foreseeable future other than those arising in the normal course of business. The mortgage held by Key 
Information Technology Systems Limited is due for repayment in quarterly instalments until 2021.
capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going 
concern in order to provide returns for shareholders and benefits for other members. The Group will also 
seek to minimise the cost of capital and attempt to optimise the capital structure. Currently no dividends are 
paid to shareholders and capital for further development of the Group’s activities is achieved by share issues. 
The Group does not carry significant debt. 
23.2 thE coMPAnY
The Company’s financial instruments comprise cash and liquid resources, short-term receivables and 
payables. These all arise directly from the Group’s operations. 
It is, and has been throughout the period under review, the Company‘s policy that no other trading in 
financial instruments shall be undertaken.
The main risks arising from the Company ‘s financial instruments are liquidity risk and foreign currency risk. 
The Board reviews and agrees policies for managing each of these risks and they are summarised below. 
These policies were fully reviewed by the Board during the year and no significant changes were required.
categories of financial instrument
2008 
£’000
2007 
£’000
Financial assets
– cash and cash equivalents 4,170 2,409
– at amortised cost 4,759 2,189
8,929 4,598
Financial liabilities
– at amortised cost 5,651 2,774 49
Manpower Software Plc
Annual Report and Accounts 2008
Market risk
foreign exchange risk
Currency exposures at 31 May 2008 were not significant. Transactions are denominated in the local currency. 
The Company uses forward currency contracts, where appropriate, to mitigate its exposure to exchange rate 
fluctuations in relation to trade debtors denominated in foreign currencies. At the balance sheet date no such 
contracts were in place.
The table below shows the Company ‘s currency exposures. These consist of the monetary assets and liabilities 
of the Company that are not denominated in the Group ‘s reporting currency, which is UK pounds sterling.
2008 
£’000
2007 
£’000
Net foreign currency monetary assets:
Cash and cash equivalents – US Dollars 292 97
The Directors consider this risk to be minimal and any likely movements in rates of exchange would have an 
immaterial impact on the results and net assets of the Company.
interest rate risk
The Company finances itself through a combination of equity and short-term debt. The Company’s policy 
is to borrow on a floating rate basis and, if appropriate, it will enter into arrangements to fix the cost of 
borrowings. The Company has not used interest rate derivatives in the year.
The Company has an overdraft facility which is at floating rates based on LIBOR plus 1.5%. The terms of this 
facility are due for renewal on 12 July 2009 and at the balance sheet date no amount was overdrawn.
credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial 
loss to the Company. In order to minimise this risk the Company endeavours only to deal with companies 
which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously 
monitored. The maximum exposure to credit risk is the value of the outstanding amount.
The Company has trade receivables resulting from sales of products and services, which the management 
consider to be of low risk, other receivables consist predominantly of deposits and prepayments. The 
management do not consider that there is any concentration of risk within either trade or other receivables.
Deposits of cash are placed only with financial institutions whose credit rating is high. 
liquidity risk
Deposits with the Company’s bankers are placed when cash is available surplus to immediate requirements. 
In addition, the Company has an overdraft facility of £1,000,000 (2007: £1,000,000). At the balance sheet date 
the overdrawn amount is nil. 
The provision of cash for the payment of day to day business commitments is carefully monitored and 
forecasts are made of future cash requirements. There are no significant single amounts due for payment in 
the foreseeable future other than those arising in the normal course of business. 
capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a 
going concern in order to provide returns for shareholders and benefits for other members. The Company will 
also seek to minimise the cost of capital and attempt to optimise the capital structure. Currently no dividends 
are paid to shareholders and capital for further development of the Company’s activities is achieved by share 
issues. The Company does not carry significant debt. 
fair value
The fair values of all financial assets and liabilities at 31 May 2007 and 31 May 2008 were not materially 
different from their book values. notES to thE finAnciAl St AtEMEntS continued
for the year ended 31 May 2008
50
Manpower Software Plc
Annual Report and Accounts 2008
24 lEASinG coMMitMEntS
The table shows the total of future minimum lease payments under non-cancellable operating leases for each 
of the following periods:
2008 
£’000
2007
 £’000
Land and buildings:
Within one year 142 156
Two to five years – 142
Over five years – –
142 298
The Company has a lease on its office premises, 48 Leicester Square, London WC2H 7LU, which expires on  
23 June 2013. There is both an option to break the lease and, if that option is not exercised, a rent review at 
29 April 2009. The total expense recognised in the year was £156,000.
25 RElA tED PAR tY tRAnSAction5
The Group had no related party transactions in either 2008 or 2007. The Company had the following:
2008
 £’000
2007
 £’000
InterCompany sales 96 215
InterCompany purchases (625) (1,149)
(529) (934)
At the year end the Company had the following loan balances with subsidiaries:
2008
 £’000
2007
 £’000
Manpower Software Inc. (214) (156)
Manpower Software Worldwide 4 52
Key Information Technology Systems Limited (3) –
(213) (104)
All interCompany balances are non-interest bearing and are repayable on demand.
26 continGEnt liABilitiES
Neither the Group nor the Company had any contingent liabilities at either 31 May 2008 or 31 May 2007.
27 EvEntS AftER thE BAlAncE ShEEt DA tE
There are no events after the balance sheet date to disclose.
28 cAPit Al coMMitMEntS
Neither the Group nor the Company had any capital commitments at either 31 May 2008 or 31 May 2007. 51
Manpower Software Plc
Annual Report and Accounts 2008
chAiRMAn’S coMMEnt ARY
DEAR SHAREHOLDER
I have pleasure in sending you the notice of this year’s annual general meeting (“AGM”) which will be held at the 
company’s offices at The Communications Building, 1st Floor, 48 Leicester Square, London, WC2H 7LU on Friday, 
19
th
 December 2008 at 9:30 am.
If you cannot attend the AGM in person, you can still vote by returning the enclosed Proxy Form.
Three resolutions are to be taken at this year’s AGM as Special Business.
Resolutions 5 and 6 - to renew the powers of the Board to allot shares
The Companies Act 1985 (as amended) prevents Directors from allotting unissued shares and disapplying 
statutory pre-emption rights without the authority of Shareholders in general meeting. The Directors are seeking 
a renewal of their authority to allot shares and of their power to disapply statutory pre-emption rights until the 
end of the annual general meeting of the company to be held in 2009. Accordingly, resolutions 5 and 6 are to be 
proposed which will give the Directors:
authority to allot shares with an aggregate nominal value of up to £745,043, which represents one third of the a. 
nominal value of the issued share capital of the company as at 30th September 2008 (being a date not more 
than one month prior to the date of this notice); and
power to allot equity shares for cash without applying statutory pre-emption rights: b. 
in connection with a rights issue, open offer or other similar agreement, where the issue is offered (as i. 
nearly as may be) proportionately to existing holdings (except in limited circumstances specified in the 
resolution); and
otherwise in respect of equity securities having an aggregate nominal value of up to £111,756 being 5% ii. 
of the nominal value of the issued share capital of the company as at 5th October 2008 (being a date not 
more than one month prior to the date of this notice). 
There are no current plans to allot shares except in connection with employee share schemes.
Resolution 7 – Adoption of new articles of association (the “Articles”) required in connection  
with the companies Act 2006
It is proposed in resolution 7 to adopt the Articles in order to update the company’s current articles of association 
to reflect changes in English company law brought about by the provisions of the Companies Act 2006. The 
principal changes introduced are summarised below: 
company communications. a.  On 20 January 2007, certain parts of the Companies Act 2006 which relate 
to electronic communications came into force, making it easier for companies to communicate with 
shareholders by electronic means and by means of a website. The proposed changes to the articles of 
association will allow documents such as annual reports and general meeting notices to be communicated 
to shareholders by publishing them on the company’s website, should the Board choose to do so. The 
Company is however, required to write to shareholders individually seeking their consent to such a method of 
communication before doing so. Accordingly, the Articles have been updated to reflect the current law and 
practice relating to electronic communications.
Directors’ indemnity. b.  The provision in the current articles dealing with Directors’ indemnity has being 
amended to conform to new provisions in the Companies Act 2006. 
convening extraordinary and annual general meetings. c.  The provisions in the current articles dealing with 
the convening of general meetings and the length of notice required to convene general meetings are being 
amended to conform to new provisions in the Companies Act 2006. In particular a general meeting to consider  
a special resolution can be convened on 14 days’ notice, whereas previously 21 days’ notice was required.
noticE of AnnuAl GEnERAl MEEtinG 52
Manpower Software Plc
Annual Report and Accounts 2008
noticE of AnnuAl GEnERAl MEEtinG continued
votes of members. d.  Under the Companies Act 2006 proxies are entitled to vote on a show of hands, whereas 
under the current articles proxies are only entitled to vote on a poll. The time limits for the appointment 
or termination of a proxy appointment have been altered by the Companies Act 2006 so that the articles 
cannot provide that they should be received more than 48 hours before the meeting or, in the case of a poll 
taken more than 48 hours after the meeting, more than 24 hours before the time for the taking of a poll, 
with weekends and bank holidays being permitted to be excluded for this purpose. Multiple proxies may be 
appointed provided that each proxy is appointed to exercise the rights attached to a different share held by 
the shareholder. The proposed Articles reflect all of these new provisions.
conflicts of interest. e.  The Companies Act 2006 sets out Directors’ general duties which largely codify the 
existing law but with some changes. Under the Companies Act 2006, from 1 October 2008 a Director must 
avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, 
with the company’s interests. The requirement is very broad and could apply, for example, if a Director 
becomes a Director of another company or a trustee of another organisation. The Companies Act 2006 allows 
Directors of public companies to authorise conflicts and potential conflicts, where appropriate, where the 
articles of association contain a provision to this effect. The Companies Act 2006 also allows the articles of 
association to contain other provisions for dealing with Directors’ conflicts of interest to avoid a breach of 
duty. The Articles give the Directors authority to approve such situations and to include other provisions to 
allow conflicts of interest to be dealt with in a similar way to the current position.
These are safeguards which will apply when Directors decide whether to authorise a conflict or potential conflict. 
Only Directors who have no interest in the matter being considered will be able to take the relevant decision and, 
in taking the decision, the Directors must act in a way they consider, in good faith, will be most likely to promote 
the company’s success. The Directors will be able to impose limits or conditions when giving authorisation if they 
think this is appropriate.
It is also proposed that the Articles should contain provisions relating to confidential information, attendance 
at board meetings and availability of board papers to protect a Director being in breach of duty if a conflict of 
interest or potential interest arises. These provisions will only apply where the position giving rise to the potential 
conflict has been previously authorised by the Directors. It is the board’s intention to report annually on the 
company’s procedures for ensuring that the board’s powers to authorise conflicts are operated effectively.
Your board recommends that you vote in favour of the resolutions being proposed. It believes them to be in the 
best interests of the company and its shareholders as a whole.
tERRY oSBoRnE
CHAIRMAN
30 September 2008  53
Manpower Software Plc
Annual Report and Accounts 2008
Notice is hereby given that the ANNUAL GENERAL MEETING of the company for 2008 will be held at the 
company’s offices at The Communications Building, 1st Floor, 48 Leicester Square, London, WC2H 7LU on 
19
th
 December 2008 at 9:30am to consider the following resolutions of which resolutions 1 to 5 shall be proposed 
as ordinary resolutions and resolutions 6 and 7 shall all be proposed as special resolutions:
To receive and adopt the Directors’ report and audited accounts for the year ended 31 May 2008. 1. 
To re-elect Mr T H Osborne as a Director. 2. 
Terry joined as the company’s Chairman in October 2005. He enjoyed a distinguished career with IBM over the 
period 1961 to 1987, where he held vice president positions in Europe and the USA. He was also a Director 
of IBM UK. In 1987, he founded SSA Ltd, a technology company, and was President of SSA Inc for the period 
1994 to 1996. Mr Osborne has served on the boards of several technology companies in both the USA and 
Europe, including Chairman of Dr Solomon’s Group plc, Prime Response Inc and Eyretel plc. He was also a 
Director of Mapics Inc, Dendrite International Inc and Witness Inc.
To re-elect Mr M J S Loveland as a Director. 3. 
Mark joined as a non-executive Director in April 2005. He is a graduate in jurisprudence from Oxford University 
and has had considerable experience in the support and development of technology companies. He has held 
positions within Rowe & Pitman and SG Warburg, including Head of UK Technology Research and Deputy 
Chairman of the Small and Mid-Cap Group, at Dresdner Kleinwort Benson where he was Head of European 
Technology Research, and at JP Morgan Investment Bank as Head of European IT Equity Research and Head 
of European Technology Strategy.
To re-appoint Grant Thornton UK LLP as auditors to the company and to authorise the Directors to agree  4. 
their remuneration.
THAT for the purposes of Section 80 of the Companies Act 1985 (the “Act”) (and so that expressions used  5. 
in this resolution shall bear the same meanings as in the said Section 80):
the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the a. 
company to allot relevant securities up to a maximum nominal amount of £745,043 to such persons 
and at such times and on such terms as they think proper during the period expiring at the end of the 
Annual General Meeting of the company to be held in 2009;
the Directors be and are hereby authorised to make prior to the expiry of such period any offer or b. 
agreement which would or might require relevant securities to be allotted after the expiry of the said 
period and the Directors may allot relevant securities in pursuance of any such offer or agreement 
notwithstanding the expiry of the authority given by this resolution;
so that all previous authorities of the Directors pursuant to the said Section 80 shall cease to have any further 
force but without prejudice to the validity of any such authorities in relation to any allotments or offers or 
agreements to allot relevant securities made prior to the passing of this resolution.
THAT, subject to the passing of resolution 5 set out in the notice convening this meeting, the Directors be and 6. 
are empowered in accordance with Section 95 of the Act to allot equity securities (as defined in Section 94 of 
the Act) for cash, pursuant to the authority conferred on them to allot relevant securities (as defined in Section 
80 of the Act) by that resolution, as if sub-section (1) of Section 89(1) and sub-sections (1) - (6) of Section 90 
of the Act did not apply to any such allotment provided that the power conferred by this resolution shall be 
limited to:
the allotment of equity securities in connection with an issue or offering by way of rights (including a. 
without limitation under a rights issue, open offer or similar arrangement) in favour of holders of equity 
securities and any other persons entitled to participate in such issue or offering where the equity securities 
respectively attributable to the interests of such holders and persons are proportionate (as nearly as may 
be) to the respective numbers of equity securities held by or deemed to be held by them on the record 
date of such allotment subject only to such exclusions or other arrangements as the Directors may consider 
necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or 
requirements of any recognised regulatory body in any territory; and 
noticE of AnnuAl GEnERAl MEEtinG continued 54
Manpower Software Plc
Annual Report and Accounts 2008
the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate b. 
nominal value not exceeding £111,756;
and this power, unless renewed, shall expire at the end of the Annual General Meeting of the company to 
be held in 2009 but shall extend to the making, before such expiry, of an offer or agreement which would or 
might require equity securities to be allotted after such expiry and the Directors may allot equity securities in 
pursuance of such offer or agreement as if the authority conferred hereby had not expired.
To adopt the new Articles of Association of the company as a consequence of the Companies Act 2006, such 7. 
new articles of association to be in the form initialled by the Chairman for the purposes of identification.
By order of the board
SiMon thoRnE
SECRETARY
30 September 2008 
notES
Any member entitled to attend and vote may appoint another person (who need not be a member) to attend and vote 1. 
instead of him/her. The appointment of a proxy will not preclude a member from attending and voting at the meeting in 
person. A form of proxy is enclosed for your use and to be valid must be received at the registrar’s office (Capita Registrars, 
P O Box 25, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4BR), together with the power of attorney or other 
authority under which it is signed at least 48 hours before the meeting or the adjourned meeting (as the case may be).
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the company specifies that only those 2. 
shareholders registered in the register of the members of the company 48 hours before the time for which the meeting is 
called (or if the meeting is adjourned, 48 hours before the time of any adjourned meeting) shall be entitled to attend and 
vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to 
entries on the register of members after 48 hours before the time for which the meeting or adjourned meeting is called shall 
be disregarded in determining the rights of any person to attend or vote at the meeting.
In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting 3. 
so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative to vote on 
a poll in accordance with the directions of all other corporate representatives for that shareholder at the meeting, then on 
a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a 
vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for 
the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the 
meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate 
representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to 
that designated corporate representative. 
Corporate representatives are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators 
on proxies and corporate representatives, see www.icsa.org.uk for further details of this procedure. The guidance includes  
a sample form of appointment letter if the chairman is being appointed as described above.
As at 30 4. 
th
 September 2008 the company’s issued share capital consists of ordinary shares of 5 pence each. Therefore, the 
total voting rights in the company as at 30
th
 September 2008 are 44,702,625 ordinary shares carrying one vote each.
The following documents will be available for inspection at The Communication Building, 1st Floor, 48 Leicester Square, 5. 
London WC2H 7LU during usual business hours on any weekday (Saturdays and public holidays excluded) from the date of 
this notice until 19th December 2008:
copies of all contracts of service between the Directors and the company; a. 
a copy of the proposed new articles of association of the company to be adopted pursuant to resolution 7. b. 
noticE of AnnuAl GEnERAl MEEtinG continued Number of Ordinary shares to be voted (leave blank if not known):
I/We
of
being a member/members of the above named company, hereby appoint*
or, failing him, the Chairman of the meeting as my/our proxy to vote in my/our name(s) and on my/our behalf 
at the Annual General Meeting of the Company to be held at the offices of Manpower Software plc of The 
Communications Building, 1st Floor, 48 Leicester Square, London WC2H 7LU on Wednesday 19 December 2008 
at 9:30 am (including in respect of the question whether to adjourn such meeting) and at any adjournment of 
such meeting.
Please indicate with an “X” in the appropriate box below how the proxy should vote and then sign in the space 
provided below. If no specific direction as to voting is given, the proxy may vote or abstain at his/her discretion.
RESolutionS foR AGAinSt
To receive and adopt the Directors’ report  1. 
and audited accounts for the year ended 31 May 2008
To re-elect Mr T H Osborne as a Director 2. 
To re-elect Mr M J S Loveland as a Director 3. 
To re-appoint Grant Thornton UK LLP as auditors to the company  4. 
and to authorise the Directors to agree their remuneration
To empower the Directors to allot relevant securities pursuant  5. 
to Section 80 of the Companies Act 1985
To empower the Directors to allot equity securities pursuant  6. 
to Section 95 of the Companies Act 1985
To adopt the new articles of association of the company 7. 
Signed this      day of     2008
Signature      Name
Initials and Surnames of Joint Holders (if any)
* If you wish to appoint any person other than the Chairman as your proxy, please insert his or her name and address in the 
space provided. The person appointed to act as proxy need not be a member of the Company.
foRM of PRoxY fold two
fold one
fold three and tuck in
notES
Completing and returning a proxy form [or appointment 1. 
of a proxy electronically using the CREST electronic proxy 
appointment service] does not preclude a member from 
attending the meeting.
If you appoint a proxy to vote on your behalf at this annual 2. 
general meeting, your voting rights will revert to you 
at the conclusion of the annual general meeting or any 
adjournment of the annual general meeting.
You may appoint more than one proxy provided each proxy 3. 
is appointed to exercise rights attached to different shares. 
To appoint more than one proxy, please insert the name of 
each proxy to be appointed in the space above and insert in 
brackets after each name the number of shares in respect of 
which each respective proxy is appointed.
In the case of a corporation, this proxy must either be under 4. 
its common seal or under the hand of an officer or attorney 
duly authorised.
In the case of joint holders, the vote of the senior holder 5. 
tendering a vote will be accepted to the exclusion of the 
votes of the other joint holders. Seniority depends on the 
order in which the names stand in the Register of Members.
To be effective, this proxy and any power of attorney or other 6. 
authority under which it is signed, or a notarially certified 
copy of the power or authority, must be deposited, not less 
than 48 hours before the time appointed for holding the 
meeting or adjourned meeting at which the person named 
in the instrument proposes to vote, with the Company’s 
registrars, Capita Registrars, PO Box 25, The Registry, 34 
Beckenham Road, Beckenham, Kent BR3 4BR. In default, the 
instrument of proxy shall not be treated as valid.
CREST members who wish to appoint a proxy or proxies by 7. 
using the CREST electronic appointment service may do so 
by using the procedures described in the CREST Manual. 
To be valid, the appropriate CREST message, regardless 
of whether it constitutes the appointment of a proxy or 
an amendment to the instructions given to a previously 
appointed proxy, must be transmitted so as to be received 
by our agent [Capita Registrars Ltd CREST ID RA10] not less 
than 48 hours before the time appointed for holding the 
meeting or adjourned meeting.
Capita Registrars
Proxies Department
The Registry
34 Beckenham Road
BECKENHAM
Kent 
BR3 4BR
BUSINESS REPLY SERVICE
Licence No. 
MB 122 57
Manpower Software Plc
Annual Report and Accounts 2008 Defence images on the ifc and page 5 are © crown copyright. 
DiREctoRS AnD ADviSERS
coMPAnY REGiStRA tion nuMBER
2814942
REGiStERED officE
The Communications Building 
48 Leicester Square 
London 
WC2H 7LU
wEBSitE
www.manpowersoftware.com
tElEPhonE nuMBER
+44 (0)20 7389 9500
fAx nuMBER
+44 (0)20 7389 9588
DiREctoRS
I J Bowles
J I Lang
M J S Loveland
R J Morgan-Evans
T H Osborne
A R D Pringle
S C Thorne
SEcREt ARY
S C Thorne
BAnKERS
HSBC Bank plc 
65 Packhorse Road 
Gerrards Cross 
Buckinghamshire 
SL9 8PH
finAnciAl ADviSERS
Shore Capital and Corporate Limited 
Bond Street House 
14 Clifford Street 
London 
W1S 4JU
BRoKERS
Shore Capital Stockbrokers Limited 
Bond Street House 
14 Clifford Street 
London 
W1S 4JU
REGiStRARS
Capita IRG plc 
Bourne House 
34 Beckenham Road 
Beckenham 
Kent 
BR3 4TU
SolicitoRS
Taylor Wessing 
Carmelite 
50 Victoria Embankment 
Blackfriars 
London  
EC4Y 0DX
AuDitoRS
Grant Thornton UK LLP 
Registered Auditors 
Chartered Accountants 
Grant Thornton House 
Melton Street 
Euston Square 
London 
NW1 2EP Manpower Software plc 
Annual Report and Accounts 2008
MAnpoweR Softw ARe plc
the communications Building 
48 leicester Square 
london 
wc2H 7lU
t : +44 (0)20 7389 9500
f: +44 (0)20 7389 9588
w: www.manpowersoftware.com
MAnpoweR Softw ARe plc AnnUAl RepoR t And AccoUntS 2008