Matchtech Group plc Annual Report 2014
Annual Report 2014
Specialist Recruitment Group www.matchtechgroupplc.com
Our Purpose
Engage our staff
Delight our clients
Promote our candidates
Overview
01 Highlights
02 The Group at a Glance
04 Chairman’s Statement
Strategic Report
08  Our Business Model
09  Our Strategy
10  Chief Executive’s Review
14 Responsible Employer
1 6	 Ch ief 	 Financ ial 	 O ffic er ’ s 	 R epor t
Governance
20  Principal Risks and Uncertainties
22 Board of Directors
24 Directors’ Report
27  Corporate Governance Report
30  Audit Committee’s Report
32  Remuneration Committee’s Report
Financial Statements
40 Independent Auditor’s Report
41  Consolidated Income Statement
4 1  S t a t e m e n t o f 
Comprehensive Income
42 Statements of Changes in Equity
44  Statements of Financial Position
4 5  Co n s o l i d a t e d C a s h 
Flow Statement
46   Notes forming part of the 
Financial Statements
64 Corporate Advisors Overview Strategic Review Governance Financial Statements
01 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Review Governance Financial Statements Overview Strategic Report Governance Financial Statements
Highlights
Adjusted earnings per share
2
é
 19% (2013: 32.9 pence)
39.1 pence
Group revenue
£451.6m
20.0 pence
é 10% (2013: £408.9m)
Dividend per share
é 11% (2013: 18.0 pence)
£11.9m
Profit before tax
é 20% (2013: £9.9m)
£45.0m
Net Fee Income
1
é 17% (2013: £38.4m)
£13.6m
EBITA
é	 27% (2013: £10.7m)
1  Net Fee Income (NFI) is calculated as revenue less contractor payroll costs.
2 Adjusted results exclude the amortisation of acquired intangibles of £0.7m (2013: £0.2m).  02 MATCHTECH GROUP   |   Annual Report 2014
Net Fee Income 2014
£27.1m
 Contract
(83%, £22.6m)
 Permanent fees
(17%, £4.5m)
NFI by sector £m
 8.0
5.9
4.3
4.1
3.5
3.0
2.8
 3.0
 3.8
 3.3
4.7
4.7
Infrastructure
Energy
Automotive
Aerospace
Maritime
General 
engineering
 2014  2013
The Group at a Glance
Established in 1 984 and AIM listed in 2006, we have
become one of the UK’s top specialist recruitment
companies with revenue in excess of £450m. 
The Group consists of 2 business units:  
Engineering and Professional Services.
Skill shortages are driving increased demand for 
engineers highlighting the Group are in the right markets 
with our niche delivery capability allowing us to grow our 
market share.
Engineering (60% of NFI)
Strategic Objectives
• Increase the share of contingency business within our 6 specialist 
sectors: Infrastructure; Energy; Automotive; Aerospace; Maritime 
and General Engineering
• Increase market share through highly selective major client 
acquisition and increased delivery to SMEs
• Take advantage of the improving market to increase permanent 
placement income
• Increase focus on higher level placements to improve profitability
• Use our engineering expertise to offer clients solutions to their 
international resourcing issues by attracting candidates from  
or deploying to overseas locations 
• Maintain and build on our position as a ‘thought leader’ in the 
engineering sector 
• Maintain our historically high levels of NFI to profit conversion ratio 
Matchtech is the UK’s largest engineering recruitment business
1
1 Source: Recruitment International Top 250 Report 2013. Overview Strategic Review Governance Financial Statements
03 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Review Governance Financial Statements Overview Strategic Report Governance Financial Statements
NFI by sector £m
11.6
6.3
5.3
9.1
Technology
Professional 
staﬃng
 2014  2013
Net Fee Income 2014
£17.9m
 Contract
(57%, £10.2m)
 Permanent fees
(43%, £7.7m)
All operating brands in the Group share our core 
values and work towards a common purpose.
The 4 specialist brands enable the Group to deliver a tailored personal 
approach, targeting specific candidate communities and delivering a 
niche focus to our chosen markets. The acquisition of Provanis during 
the year has enhanced this.
Professional Services (40% of NFI)
Specialists in Technology & Professional Staffing
Strategic Objectives
• Focus on contingency business in our 7 key technology specialties: 
Controls & Automation; Electronics & Systems; Software; 
Communications & Infrastructure; Business Intelligence; ERP and 
Project Management
• Expand our international presence in technology markets
• Increase the penetration, sales and productivity of our professional 
staffing specialties: Procurement, Finance, HR, Sales & Marketing 
and Training
• Increase volume of higher level candidate placements 
• Increase the NFI we generate per sales head
• Improve our NFI to profit conversion ratio 04 MATCHTECH GROUP   |   Annual Report 2014
Our 2017 Vision 
Market leading  
specialist recruiter
Employer of choice 
Best partner to clients 
and candidates 
Rapidly developing 
international business 
Premium stock for 
investors
Chairman’s Statement
The Investment Proposition
Well Balanced
Broad client relationships 
and business mix
Established 
Strong track record 
of organic NFI and  
profit growth
Specialist 
Niche sector expertise
Flexible
Efficient systems 
and high operational 
flexibility
Expert 
Capability and resources 
to increase market 
share in permanent 
recruitment
Resilient
Contract business model
International  
Expanding into  
selected markets
Committed Funding
Facilities of £60m
Yield 
Solid dividend 
payout record
Brian Wilkinson, Executive Chairman Overview Strategic Review Governance Financial Statements
05 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Review Governance Financial Statements Overview Strategic Report Governance Financial Statements
Introduction
On behalf of the Board it gives me great 
pleasure to report a further year of 
progression for the Group, with adjusted 
earnings up 19% to 39.1 pence per share 
(2013: 32.9 pence).
Matchtech Group was incorporated in 
1984 by George Materna, our founder and 
my predecessor as Chairman. On 1 August 
2014 we celebrated the Group’s 30th 
birthday and its remarkable achievements 
in that time.
I must thank George for his inspiration 
in creating Matchtech Group and for 
the legacy he bestowed to me when he 
stepped down from the Chairmanship.
Strategy, Purpose and Vision
I joined Matchtech Group because 
I believed it was a great company with lots 
of potential and everything I have seen 
since arriving here in December 2013 has 
confirmed that view. We have a strong 
client proposition, good people, a terrific 
culture and the Group is financially sound.
During this year we have refined and 
sharpened our strategy so that we can 
do even better in the future. We have 
conducted research both internally and 
externally to ensure that we completely 
understand how the Group is seen by our 
staff, clients and candidates.
This has enabled us to agree on our 
Purpose, whereby we aim to engage 
our staff, delight our clients and promote 
our candidates.
This in turn has enabled us to build our 
Vision to 2017 and beyond.
We have a solid foundation based around 
our high quality people. We know that 
ongoing growth depends on us continuing 
to value and engage our staff, so this year 
we used our engagement survey to find 
out what they think of the Group.
Our overall engagement score was an 
outstanding 90% placing us in the top 5% 
of our benchmark group.
The survey confirmed that culture is one 
of the most important factors driving our 
engagement score. Our staff told us it 
was our culture and values that attracted 
them to us and these are the biggest 
reasons they stay. This demonstrates the 
huge importance our culture plays in the 
Group’s success.
The Board
During the year we said goodbye to Andy 
White, who left the business having joined 
the Board in 1990.
His counsel, energy and commitment to 
our business will be missed. I thank him on 
behalf of the Board and our shareholders 
for all his input over the years.
Dividend
The Group’s progressive dividend 
policy remains an important part of 
our investment proposition and having 
maintained the dividend through the 
recession we are pleased to add to last 
year’s increase.
The Board recommends to shareholders 
a final dividend of 14.59 pence per share, 
an increase of 14% on last year.
This gives a total dividend for the year of 
20.0 pence per share (2013: 18.0 pence) 
up 11% with an adjusted dividend cover 
increasing to 2.0 times (2013: 1.8 times).
If approved by shareholders at the Annual 
General Meeting, to be held on 14 November 
2014, the final dividend will be payable on 
5 December 2014 to those shareholders 
registered on 7 November 2014.
Outlook
With a clear purpose and vision, a refined 
strategy and an engaged workforce I am 
more confident than ever that we can 
continue to outperform our competitors and 
deliver excellent returns to our shareholders. 
Brian Wilkinson
Executive Chairman
14 October 2014
+19%
+11%
Adjusted earnings per share
1
Dividend per share
39.1 pence (2013: 32.9 pence)
20.0 pence (2013: 18.0 pence)
1 Adjusted results exclude £0.7m (2013: £0.2m)  
of amortisation from acquired intangibles. 06 MATCHTECH GROUP   |   Annual Report 2014
Strategic Report
Sharpen our focus 
Move up the value chain
Go global 07 MATCHTECH GROUP   |   Annual Report 2014 08 MATCHTECH GROUP   |   Annual Report 2014
Vacancy
Filled
Use niche 
market 
knowledge Mapped skills 
requirements
Identify 
in-demand 
skills shortages
Creative 
candidate 
attraction
Single unique
candidate
database
Superior 
search
and selection
Understand
client 
requirements
Identify skills
shortages 
required
Create bespoke
candidate 
campaigns
Analyse skills 
shortages
Screen and 
ﬁlter 
candidates
Interview & 
present ideal 
candidates
Candidates Clients
Specialist consultants | deep market knowledge | thought leadership
Focus on specialist sectors | Engineering | Professional Services                                      Contract and Permanent recruitment                                            Solution types | Contingent | Approved | PSL | Framework | Managed Services
Promoting
our
Delighting
our
Unique candidate database                                                                                                                                                                        Dedicated UK and international candidate attraction
Values | integrity | enthusiasm | teamwork | innovation | fun | ambition | understanding.
Our Business Model
As a specialist recruitment Group we provide niche 
permanent and contract recruitment through 
different solutions to meet our clients’ and 
candidates’ needs. 
We aim to complement our clients’ 
recruitment capabilities, adding value 
by filling roles our clients cannot fill 
themselves and providing specialist 
expertise in our chosen markets.
As a customer centric business we recently 
asked our clients and candidates for 
feedback on our services. Based on this,  
we have refocused our strategy to ensure 
our services are tailored to their needs.
Engaging our staff
In an industry where differentiation is 
difficult, our true USP is our people. Our 
specialist consultants are experts in their 
chosen niche markets and have extensive 
networks and partnerships with key 
industry organisations. They focus on being 
consultants to clients and candidates, 
not just recruiters, developing long term 
relationships and an in-depth understanding 
of their needs. The results of our recent 
staff engagement survey show that they 
are highly engaged, which leads to a better 
experience for clients and candidates.
Delighting our clients
Our clients want to know we are going the 
extra mile for them. They take it as a given 
that we will have relevant candidates, that 
we will know their industry and that we 
represent good value for money. To ensure 
clients choose us, we add value through 
the depth of our market knowledge, 
sharing valuable market intelligence and 
gaining an understanding of their company, 
including their culture and values. This 
makes it easier for us to find them the best 
candidates, from the UK and overseas. 
Promoting our candidates
We strive to provide a personalised 
service, developing relationships which 
last across a candidate’s career, not just 
one placement. Our consultants take the 
time to develop a deep understanding, not 
just of a candidate’s skills and experience, 
but also of their career goals and values, to 
ensure we promote them effectively and 
place them in a role and a company which 
is right for them. Our candidates also value 
the market knowledge we provide. 
We believe the Group is already in a strong 
position relative to our candidates’ and 
clients’ priorities. We feel that our unique 
culture, underpinned by our values, will 
enable us to outperform our competitors. 09 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
Our Strategy
Sharpen our focus
We have mapped our most attractive 
markets against our areas of strongest 
capability. 
We are investing heavily in additional 
consultants, most of whom are going into 
what we have determined to be growth 
markets, making sure that we realise the 
potential of these in the medium term. 
We will have bigger, stronger teams in 
our chosen areas, specialising to a greater 
extent than ever before which, in turn, will 
increase the impact we make in the market.
More sales people means increasing 
client contact, generating more and better 
quality job flow.
More quality jobs mean more candidates 
applying to us, enabling us to provide a 
better service to our clients.
More specialist consultants enable us 
to become more active in our chosen 
markets, produce more white papers, 
exploit more speaking opportunities 
and write more blogs.
This creates a virtuous circle. We become 
acknowledged experts in our chosen field 
and we become the people to go to for 
candidates and clients in the sectors where 
we can be most successful.
Move up the value chain
This covers both contract and permanent 
recruitment.
In contract recruitment, moving up the 
value chain is about increasing our average 
contract margin percentage.
We will achieve this by working with 
clients who really value the service 
that we provide and do not see it as a 
commoditised product.
There are acute skills shortages in many of 
our markets. Our expertise is sourcing and 
placing hard to find candidates, which is 
difficult and adds real value.
Our clients expect to charge the right 
price for their services and we should do 
the same.
The permanent recruitment market is 
changing. Many clients now source junior 
level candidates in-house. We ensure we 
have innovative methods to source hard 
to find candidates that clients don’t have 
access to themselves.
The Group is now focusing on and placing 
more senior, higher salaried candidates.
Achieving these objectives will drive 
profitable growth. 
Go global
Globalisation is affecting every industry 
and market. 
Many of our clients are international 
companies and those who are not are 
increasingly being acquired by global groups. 
Our candidates are valued internationally 
due to the strong reputation of British 
trained engineers and technologists.
In order to solve our clients’ skills shortage 
problems we are increasingly turning to 
offshore markets to source candidates. 
It follows that the Group must 
internationalise its business whilst 
ensuring that our hard earned reputation 
for cost efficiency is not lost. We have a 
clear plan to do so.
Sharpen  
our focus
Move up the 
value chain
Go global
Invest in 
attractive 
markets
Place  
higher level 
candidates
Attract 
international 
candidates
Greater scale  
yet even more 
specialist
Work with  
clients who  
value service
International 
opportunities  
for candidates
Go-to recruiter  
in our chosen 
markets
Charge  
right price for 
quality service
Follow key  
clients  
overseas 10 MATCHTECH GROUP   |   Annual Report 2014
“ The Group has continued its track 
record of delivering year-on-year 
organic double-digit growth in 
NFI with both the average 
permanent fee and contract 
margins increasing.”
Chief Executive’s Review
Adrian Gunn, Chief Executive Officer
Maximising performance
This has been another successful year with 
strong performance across the Group.
Our focus as a specialist recruiter, on higher 
margin, harder to fill roles is bearing fruit.
We are focused on putting the right value 
on the quality service we provide. By 
increasing our staff’s ability to appreciate 
their own added value, we have improved 
their negotiating confidence which, in turn, 
has increased margins whilst maintaining 
nurtured client relationships.
Whilst contractor numbers on assignment, 
excluding the Provanis acquisition, has 
increased by only 100 to 7 ,100 from the 
7 ,000 we had at the start of the year, we 
have grown the Net Fee Income (NFI) 
we generate from contract recruitment 
by 14%.
We have replaced the contractor 
reductions at Portsmouth Naval Base with 
better paid, higher margin contractors 
elsewhere. We increased our contract 
margin percentage from 6.8% last year to 
7.5% this year which equates to 10% more 
NFI from the same revenue and this, along 
with wage inflation and placing candidates 
at higher pay rates, has driven the NFI 
forward.
In 2014 we also made over 3,000 
permanent placements, generating in 
excess of £12m in fees.
However, whilst the UK economy is in 
recovery mode, the acute skills shortage 
means that candidates are finding 
themselves with multiple job offers. 
This leads to more offer rejections and 
counter offers from incumbent employers, 
somewhat elongating the time to hire and 
slowing the growth in permanent fees.
We have maintained a healthy business 
mix with contract NFI now representing 
73% and permanent fees 27% of 
Group NFI.
The Group has continued its track record of 
delivering year-on-year organic double-
digit growth in NFI with both the average 
permanent fee and contract margins 
increasing.
The acquisition of Provanis has added to 
our capabilities. It has been successfully 
integrated into the Group and has 
positively impacted on profitability.
Having mapped our most attractive 
markets against our teams of strongest 
capability, we have identified the areas of 
greatest potential.
We continue to invest heavily in additional 
consultants, particularly focusing on 
increasing our consultant headcount within 
Engineering in the first half of FY2015.
We refined our 2017 Vision for the Group 
to be the market leading specialist recruiter 
within Engineering and Technology, the 
employer of choice, the best partner to 
clients and candidates with a rapidly 
developing international business and 
being a premium stock for investors.
The Group is ideally placed to benefit 
from the very strong demand in the UK 
and worldwide for skilled engineers and 
this demand is increasing as the global 
economy recovers and manufacturing 
output rises.
Our niche Engineering and Technology 
focus, market leading position and 
balanced business model of contract and 
permanent recruitment put us in a good 
position to take advantage of these trends.
I look forward to reporting on further 
progress throughout the coming year. 11 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
Revenue £m
451.6 2014
2013
2012
2011
2010
408.9
371.4
301.8
264.4
EBITA
 
£m
13.6 2014
2013
2012
2011
2010
10.7
8.7
6.8
8.8
Operating cash conversion
 
%
121 2014
2013
2012
2011
2010
110
106
–72
43
Net Fee Income £m
45.0 2014
2013
2012
2011
2010
38.4
36.1
29.8
26.2
Adjusted proﬁt before tax
1 
£m
12.6 2014
2013
2012
2011
2010
10.1
8.0
6.4
8.6
Net debt
 
£m
–3.1 2014
2013
2012
2011
2010
–10.5
–14.5
–16.0
–4.5
Dividend per share
 
pence
20.0 2014
2013
2012
2011
2010
18.0
15.6
15.6
15.6
NFI conversion
1 
%
30 2014
2013
2012
2011
2010
28
24
23
34
Adjusted diluted EPS
1 
pence
36.9 2014
2013
2012
2011
2010
31.6
23.5
19.7
26.0
Key performance indicators

10%

27 %

11ppts

17 %

25%

7.4m

11%

2ppts

17 %
1  Adjusted results exclude £0.7m (2013: £0.2m) of 
amortisation from acquired intangibles. 12 MATCHTECH GROUP   |   Annual Report 2014
Chief Executive’s Review continued
Engineering
The Engineering sector delivered 13% growth in 
Net Fee Income (NFI) to £27 .1m, with a 15% increase 
in Contract NFI and Permanent Fees slightly ahead 
of the prior year.
Infrastructure was our strongest 
performing area with a 36% increase 
in NFI on the back of major investment 
in rail, highways, utilities and building 
structures. Network Rail announced £38bn 
of funding into engineering projects and 
the Highways Agency delivered record 
spending reports, increasing confidence 
to the infrastructure sector. Both private 
and public organisations throughout 
the industry proactively targeted niche 
engineering talent, resulting in increased 
activity across both contract and 
permanent recruitment.
Aerospace NFI grew by 17% as the design 
and engineering phases of the A380, 
A400m and A350 moved into volume 
manufacturing, resulting in the UK having 
an order backlog of more than 10 years.
NFI in Automotive was up 5%, there were 
sustained high levels of investment from 
Jaguar Land Rover (JLR) and increased 
levels of interest in UK automotive 
capability from developing countries.
Energy produced similar NFI to the 
previous year, the Nuclear division 
(Defence and New Build) recorded strong 
growth, whilst our Oil & Gas team was 
impacted by stalling North Sea investment.
As expected Maritime was impacted by 
the planned completion of the QEC aircraft 
carrier build phase at Portsmouth Naval 
Base, but with NFI down only 7% year on 
year this highlights our ability to supply 
into shipyards nationally.
Our low risk international strategy of 
following key clients has led us to place 
candidates in 30 countries from our UK 
office. Our German business continues 
to be challenging but operational results 
have shown an improved performance 
compared to 2013.
Engineering has continued to differentiate 
its recruitment service by providing a clear 
focus on niche and specialist skills, whilst 
also positioning ourselves as authoritative 
thought leaders in the sector.
Gaining credibility with engineering 
industry stakeholders through association 
and partnerships is key and we have 
continued to provide valuable market 
intelligence and balanced opinion, as well 
as facilitating events and highlighting 
recommendations and actions in order to 
address the skills gap.
In partnership with the Institute of Marine, 
Engineering Science & Technology 
(IMarEST), a report, ‘Mitigating the Skills 
Gap’, in the Maritime and Oil & Gas 
Market, identified 16 recommendations to 
government, educators and industry which 
are being implemented through the Marine 
Industries Alliance and the UK National 
Engineering, Science and Technology 
Forum (UK NEST).
Our annual ‘Confidence Index’ which 
examines, by sector, how confident 
engineers are about a variety of different 
career related issues, including career 
progression, job security and salary, 
attracts a healthy amount of debate, 
media coverage and interaction with 
the Department of Business Innovation 
and Skills.
We provided valuable insight on 
recruitment trends within the engineering 
community contributing to a high profile 
report ‘Inventing the Future’, which 
was produced by the New Engineering 
Foundation. Submitted to Government 
the report challenges the way Science, 
Technology, Engineering and Mathematics 
(STEM) education subjects are delivered, 
managed and funded.
Our new partnership with Women in 
Engineering Society (WES) supports 
activities such as ‘National Women in 
Engineering Day’ which attracted an 
overwhelmingly positive response from 
clients, candidates and EngineeringUK.
We are committed to addressing the skills 
gap by addressing diversity, supporting a 
pipeline of talent, exploring the advantages 
of skills transfer, celebrating engineering 
excellence, promoting engineering as the 
career of choice and maintaining a focus on 
attracting and retaining talent to ensure a 
long-term sustainable engineering future 
for UK industry.
Keith Lewis, Managing Director, Matchtech UK 13 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
Professional Services
The Professional Services sector delivered £17 .9m of 
Net Fee Income (NFI) up 24% (2013: £14.4m) and 
now generates 40% of the Group’s NFI.
Excluding £1.8m of NFI generated from 
the acquisition of Provanis, underlying 
NFI grew by 13%. Contract NFI was up 
34% to £10.2m (2013: £7.6m), 11% on 
an underlying basis, and Permanent Fees 
were up 13% to £7.7m (2013: £6.8m).
With Provanis generating almost all its 
business from contractors, there has 
been a shift in the business mix within 
Professional Services with contract now 
generating 57% of NFI (2013: 53%) and 
Permanent Fees 43% NFI (2013: 47%).
Technology, which is the largest part of 
Professional Services, increased NFI by 
27%, 8% excluding Provanis and has a 
business mix of 83% contract and 17% 
permanent fees.
Technology operates seven niche teams 
within Controls & Automation, Electronics 
& Systems, Software, Communications & 
Infrastructure, Business Intelligence, ERP 
and Project Management. These specialist 
teams focus on higher margin, lower 
volume contingency business.
A centralised Corporate Accounts Team 
has also been set up to service our 
high volume, lower margin framework 
agreements more profitably.
Provanis, the niche Oracle Applications 
agency acquired in September, has 
accelerated our penetration into the 
ERP marketplace. Provanis has been 
successfully integrated into the business, 
with an outturn NFI conversion ratio in 
excess of 60%.
Professional Staffing NFI was up 19% with 
strong growth in permanent fees giving a 
business mix of 27% contract and 73% 
permanent fees.
Similar to Technology, Professional Staffing 
operates within skill specific teams who 
focus on Procurement, Finance, HR, Sales 
& Marketing and Training. These specialist 
teams are split across two recruitment 
centres, London and Whiteley and as 
well as being skill specific these teams 
only focus on four key sectors including 
Engineering and Technology.
This clearly defined remit is accelerating 
new client acquisition, improving the 
candidate experience and helping identify 
cross selling opportunities between 
brands. This strategy also underpins 
our primary objective of driving up 
productivity levels within Professional 
Services and we have the capacity to 
increase this productivity within our 
existing staff levels before further 
headcount investment is required.
Stuart Feest, Managing Director, Connectus and Provanis 14 MATCHTECH GROUP   |   Annual Report 2014
Responsible Employer
Working together to have a positive social impact and 
ensure continuous improvement for a sustainable 
future, whereby interests of all stakeholders – 
investors, clients, employees, the community and the 
environment – underpins our business.
The Group’s approach to being a 
Responsible Employer has been developed 
following a review of our impact in 
4 key areas: workplace, marketplace, 
environment and community. 
Workplace
Our people are crucial to the success of 
the business and build on our reputation 
for delivering excellence.
The Group recognises that there is a 
direct correlation between employee 
engagement and business results. We are 
proud the Group achieved an outstanding 
90% engagement score in our 2014 Staff 
Engagement Survey, placing the Group in 
the top 5% of the benchmark group.
Through the results of our Staff 
Engagement Survey, the Group has 
again demonstrated that we provide an 
excellent place to work. Our Responsible 
Employer Strategy commits to building and 
fostering a working environment where 
our people can excel in their performance 
and can continually develop and succeed 
professionally to deliver a high quality 
service to our clients. 
Our employees display commitment to 
our strong values, and appreciate the 
Group’s vibrant and positive culture. We 
recognise that our employees are different 
and have different hopes and aspirations 
and the Group has committed to investing 
in flexible learning and development 
programmes to enable our staff to ‘choose 
your route’. 
We encourage our employees to be 
responsible citizens, both towards each 
other and in the wider community. Our 
Code of Professional Conduct places a 
great emphasis on Fair Treatment. 
We support our employees through 
giving them time off for volunteering, 
providing payroll giving facilities, 
supporting fundraising activities through 
sponsorship and giving employees 
the opportunity to utilise the Group’s 
resources to maximise their chance of 
achieving fundraising targets. 
Marketplace
Our clients demand the highest 
professional standards and processes and 
we aim to be honest, open and ethical in 
all of our interactions. 
We take transparency seriously because 
we want our stakeholders to feel confident 
in our delivery. To this end we will drive 
and maintain the highest standards of 
accountability, scrutiny, transparency 
and reporting. 
The Group is committed to the 
maintenance of high ethical standards and 
these standards are applied to all Directors 
and employees.
We invest a great deal of time in 
developing relationships with existing and 
future clients that are driven by creating 
and delivering bespoke recruitment 
projects and programmes.  15 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
Environment
The Group recognises that it has a clear 
obligation and aims to ensure that it 
operates in a manner which minimises 
the impact of its business operations on 
the environment. The Group is committed 
to its Environmental Policy and seeks to 
ensure its employees, contractors and 
suppliers meet the same objective.
We have recently introduced a number 
of recycling projects as well as new 
technologies to encourage the use 
of video conferencing. The Group 
now measures our Carbon Footprint 
and devoted a week in May 2014 to 
‘Green Week’ to raise awareness of our 
environmental responsibilities.
Our objective is to endeavour to 
minimise the impact on the environment 
through continual improvement and 
be recognised in doing this through the 
ISO 14001 accreditation.
Community
The Group believes that the communities 
where we operate should benefit directly 
from our presence through the investment 
of our time and money in the community 
along with the jobs and wealth created.
We continue to work with our partners, 
Business in the Community (BITC) and 
more recently STEMnet, to support and 
contribute to community projects that 
benefit the local areas to our offices. In 
particular we aim to support them through 
utilising our skills in the recruitment and 
employment arena to further the prospects 
of the local individuals and provide them 
with skills and tools to gain employment.
Through our CSR Committee the Group 
engages with all its brands to choose 
the charities and volunteering projects 
that employees wish to support and 
engage with. 
We encourage staff to favour projects that 
reflect our corporate values and priorities. 
This year we are pleased to report that our 
employees raised £32,000 for a number of 
charities chosen by our staff. 
Fundraising initiatives have included 
involvement in the JP Morgan Chase 
Challenge, London and Paris Marathons, 
Charity Golf Day and Tough Mudder. 
All of our staff are encouraged to take part 
in charity fundraising activities and the 
Group devotes a minimum of one day per 
quarter to such activities. 16 MATCHTECH GROUP   |   Annual Report 2014
“ Despite a 10% increase in 
revenue we have managed  
our debtor book well resulting  
in no additional working capital 
requirements.”
Chief Financial Officer’s Report
Tony Dyer, Chief Financial Officer
Performance
Net Fee Income (NFI) grew by 17% to 
£45.0m (2013: £38.4m). Excluding a £1.8m 
contribution from the Provanis acquisition 
made during the year, NFI grew by 13%.
This was against the backdrop of a 
growth in revenue of 10% to £451.6m 
(2013: £408.9m). This lower growth in 
revenue than NFI reflects the increase in 
our contract margin from 6.8% last year 
to 7.5% this year, as we focus on new 
contingency business rather than large, 
lower margin framework contracts.
Contract NFI grew by 21% to £32.8m 
(2013: £27.2m), with the key drivers of 
this growth being the Provanis acquisition 
(7%), increasing margins (5%) with the 
balance of a combination of volume, higher 
pay rates and hours worked. Contractor 
numbers on assignment at 31 July 2014 
grew by 3% to 7 ,200 (31 July 2013: 7 ,000).
Permanent recruitment fees were up 9% 
to £12.2m (2013: £11.2m).
The following adjusted results exclude 
£0.7m (2013: £0.2m) of amortisation from 
acquired intangibles.
EBITA was up 27%, to £13.6m (2013: 
£10.7m), reflecting a NFI conversion rate of 
30%, up 2 percentage points (2013: 28%).
Adjusted profit before tax of £12.6m was 
up 25% (2013: £10.1m).
The Group’s effective tax rate has fallen to 
23.6% (2013: 23.9%).
Adjusted basic earnings of 39.1 pence per 
share rose 19% (2013: 32.9 pence) with 
adjusted diluted earnings per share of 36.9 
pence up 17% (2013: 31.6 pence).
Dividends Paid
In the year the Group paid a final dividend 
of £3.17m at 12.85 pence per share on 6 
December 2013 (£2.48m at 10.6 pence 
per share on 7 December 2012) and an 
interim dividend of £1.35m at 5.41 pence 
per share on 20 June 2014 (£1.17m at 5.15 
pence per share on 21 June 2013).
Capital Expenditure and Tangible and 
Intangible Assets
Capital expenditure in the year was £0.3m 
(2013: £0.9m). Tangible assets at 31 July 
2014 of £1.3m (2013: £1.7m) consist of 
the Group’s motor fleet, office equipment, 
leasehold improvements and computer 
equipment.
Intangible assets at 31 July 2014 were 
£3.7m (2013: £0.6m), £3.3m relating 
to the acquisition of Provanis: £1.7m of 
unamortised acquired intangible assets 
and £1.6m of goodwill, and external 
software licences of £0.4m which are 
amortised over the expected life of 
the licence.
Working Capital, Cash Flow and Net Debt
Debtor days at the year end improved by  
3 days to 46 (31 July 2013: 49).
Net cash from operating activities was 
£12.3m (2013: £8.5m) with an operating 
cash conversion of 121% (2013: 110%).
Net debt at 31 July 2014 was £3.1m 
(31 January 2014: £8.6m, 31 July 2013: 
£10.5m), consisting of a working capital 
facility of £3.3m (2013: £11.4m), bank 
overdrafts £0.4m (2013: £0.1m) less cash 
£0.6m (2012: £0.9m) and capitalised 
finance costs £nil (2013: £0.1m).
Banking Facilities
On 30 July 2014 the Group agreed to 
transfer its banking relationship to HSBC.
The new agreement is a three year, £60m 
Invoice Financing Facility, at a lower rate of 
1.1% over HSBC bank base rate. 17 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
Net debt
121% £3.1m
£13.6m
Operating cash conversion
EBITA
é	 11ppts (2013: 110%) 
	
71% (2013: £10.5m)
é	 27% (2013: 10.7m)
Group Consolidated Statement of 
Financial Position
At 31 July 2014 the Group had net 
assets of £42.7m (2013: £32.3m) and had 
25.0m fully paid ordinary shares in issue 
(2013: 23.6m).
Critical Accounting Policies
The Statement of Significant Accounting 
Policies is set out in Note 1 to the Financial 
Statements.
The Board considers that the estimates 
and assumptions which have a significant 
risk of causing a material adjustment to the 
carrying amounts of assets and liabilities 
within the next financial year are the 
measurement of tangible assets (where 
the Group estimates useful lives for the 
purposes of depreciation).
Group Financial Risk Management
The Board reviews and agrees policies 
for managing financial risks. The Group’s 
Finance function is responsible for 
managing investment and funding 
requirements including banking and cash 
flow monitoring. It seeks to ensure that 
adequate liquidity exists at all times in 
order to meet its cash requirements.
The Group’s financial instruments comprise 
borrowings, cash and various items, such 
as trade receivables and trade payables 
that arise from its operations. The main 
purpose of these financial instruments is to 
finance the Group’s operations. The Group 
does not trade in financial instruments. 
The main risks arising from the Group’s 
financial instruments are described below.
Liquidity and Interest Rate Risk
The Group had net debt of £3.1m at the 
year end, comprising £3.7m debt less 
£0.6m cash. The Group’s exposure to 
market risk for changes in interest rates 
relates primarily to the Group’s bank 
loan and sales financing facility debt 
obligations. Bank interest is charged on a 
floating rate basis.
Credit Risk
The Group trades only with recognised, 
creditworthy third parties. Receivable 
balances are monitored on an ongoing 
basis with the result that the Group’s 
exposure to bad debts is not significant.
There are no significant concentrations 
of credit risk within the Group, with no 
single debtor accounting for more than 9% 
(2013: 18%) of total receivables balances 
at 31 July 2014.
Foreign Currency Risk
The Board considers that the Group does 
not have any material risks arising from the 
effects of exchange rate fluctuations.
The Strategic Report has been approved by 
the Board and signed on its behalf by.
Tony Dyer
Chief Financial Officer
14 October 2014
46 days
Debtor days
	 3 days (2013: 49) 18 MATCHTECH GROUP   |   Annual Report 2014
Governance 19 MATCHTECH GROUP   |   Annual Report 2014 20 MATCHTECH GROUP   |   Annual Report 2014
Principal Risks and Uncertainties
The Group has a number of potential risks and uncertainties which 
could have a material impact on its long-term performance. Many of 
these are common to other companies. We recognise that effective risk 
management is fundamental to helping achieve our strategic objectives.
Risk Area and Potential Impact Mitigation
Financing A failure to secure adequate financing, whether to 
fund expansion, to finance the slowing of payment terms or 
finance a bad debt, would have a material effect on results.
The level of contract margins, net fee income conversion, 
contract versus permanent balance and the speed of growth 
all affect the Groups ability to generate cash.
We maintain a strong balance sheet with low gearing;
Net debt as at 31 July 2014 was £3.1m, with a new committed banking facility 
of £60m;
We hold regular discussions to ensure we have the bank’s backing to fund 
strategic plans;
We have procedures to check the creditworthiness of new clients with external 
agencies and regularly reviewed credit limits in place.
Integrity of financial controls A failure to maintain sufficient 
financial controls may lead to reputational damage, financial 
loss or incorrect financial information used to manage 
the business.
The Group maintains a financial control framework which is reviewed and 
audited annually;
The controls include the Board review of the Group’s performance each month;
An external audit is performed on the Financial Statements.
Compliance and regulatory obligations Navigating 
the business through the large number of compliance 
and regulatory changes has become more complicated. 
Non-compliance places risk upon clients and the Group.
The Group works closely with its in-house compliance team, its financial and legal 
advisors and recruitment governing bodies, such as the Recruitment and Employment 
Confederation (REC) and the Association of Professional Staffing Companies (APSCo), 
to ensure that the business is up-to-date on these issues and that the appropriate 
systems and processes are in place.
Financial & Compliance
Board
The Board of Directors meets at least once a month. 
It incorporates the consideration of risks as a part of its decision making process.
Executive Leadership
The Executive management 
regularly review the risks to 
the business and report to 
the Board
Risk Management
Strategies to mitigate the key 
risks and their potential impact 
on the Group are regularly 
discus sed and reviewed by the 
Board and the Executive 
Audit Committee
Reviews the effectivenes s 
of the Group’s internal 
control procedures and risk 
management systems Overview Strategic Report Governance Financial Statements
21 MATCHTECH GROUP   |   Annual Report 2014
Risk Area and Potential Impact Mitigation
Loss of key management and staff Failure to attract and 
retain key staff could lead to a lack of necessary expertise or 
continuity to execute strategy.
The Group gives its staff a clear structured career path within Group businesses  
whilst maintaining flexibility by allowing talent to be utilised across the Group;
By maintaining our niche focus we develop our business through empowering  
our talented staff to specialise and grow their own parts of the business;
The Group maintains short lines of communication to senior managers 
and the Board.
T echnology systems including data security There is a 
risk that IT systems become out of date, external software 
suppliers become inflexible or that the business is over 
reliant on external systems and databases.
The Group has undertaken a review of its technology systems. It is now embarking on 
a programme of works to update and enhance these making greater use of propriety 
products. We will extend those propriety products where it provides us competitive 
advantage using the in-house team. The aim is to ensure that the systems are able 
to support the business through its next growth phase, improve productivity and 
efficiency and improve the risk profile of its suppliers.
Loss of business continuity Operating from one site can lead 
to a risk from loss of business continuity.
The Group’s business continuity strategy includes a highly resilient infrastructure 
within the Group’s main multi-building site in Whiteley, Hampshire;
The Group has also contracted a further disaster recovery facility where our staff 
would relocate to in the event of a major disaster.
Strategic & Operational
Risk Area and Potential Impact Mitigation
The economic cycle The level of recruitment activity is largely 
linked to the general performance of the economy. A cyclical 
downturn can lead to uncertainty in businesses, which affects 
their confidence in the recruitment of permanent staff.
The engineering sector, because of its project-based nature, demands a flexible 
workforce which drives demand for contract labour and the Group’s client base largely 
consisting of businesses working on long-term projects. 73% of the Group’s Net Fee 
Income (NFI) is recurring contract business across a broad range of sectors and clients.
Dependence on key clients Too great an exposure to one or a 
few clients can lead to an over reliance on those clients. In the 
event that any major client ceases to procure services from 
the Group, or such a client does not pay for services provided 
by the Group in a timely manner, this may have a material 
adverse effect on cash flow.
The Group has over 1,800 fee paying clients;
• Top client 4% of Group NFI;
• Top 5 clients 14% of Group NFI;
• Top 10 clients 21% of Group NFI;
• Top 50 clients 47% of Group NFI.
The Group’s Public Sector funded NFI is derived from many parts of the Public Sector, 
with few large concentrations of contractors working on single projects. Approximately 
three-quarters of this Public Sector funded NFI is generated with outsourced providers 
working on long-term contracts and ongoing infrastructure projects.
Competition The recruitment market is highly fragmented 
and competition is intense. 
The Board and Executive regularly meet to discuss and agree strategy to minimise  
this risk, and recognise the importance of its Bids and Tenders capability to ensure 
that it maximises opportunities within the marketplace. The Group undertakes a 
regular client framework review, seeking to ensure it minimises the risk of losing 
clients to competitors.
Investment in new sectors and geographical markets 
Failure to expand into new markets could result in a business 
growing within a specific sector and eventually reaching a 
saturation point.
Having diversified into the Professional Services market and operating in 2 strategic 
locations in the UK, the Group continues to review the opportunities to expand further 
domestically. The Group has supplied candidates into over 20 countries this year, 
continuing to explore client led opportunities across the world and the acquisition of 
Provanis has given further penetration into the European marketplace.
Shortage of skilled candidates In a candidate shortage 
marketplace there is increased competition for highly skilled 
engineers in many sectors.
The Group employs a resource team that reviews the internet job boards for the 
most up-to-date candidates and search engine optimisation seeks to ensure that the 
Group’s website is one of the primary results returned from internet searches for jobs 
in our sectors, driving candidates directly to our database.
Market  22 MATCHTECH GROUP   |   Annual Report 2014
Board of Directors
Executive Directors
Expertise: The Group 
seeks to have a Board 
constitution that is 
diverse and comprises 
individuals with the 
appropriate and relevant 
background 
and experience. 
Brian Wilkinson
Executive Chairman
Adrian Gunn
Chief Executive Officer
Tony Dyer
Chief Financial Officer
Keith Lewis
Managing Director, Matchtech UK
Date of appointment 
Group: December 2013 
Board: December 2013
Committee membership
None
Skills and experience
Brian Wilkinson joined the Company 
in December 2013. He has worked in 
the recruitment industry for over 30 
years, most recently as an Executive 
Board member of Randstad Holdings 
NV (‘Randstad’), the world’s 2nd largest 
recruitment company. He has extensive 
experience of international strategic 
development, including through merger 
and acquisition, and extensive experience 
of professional services recruitment.
Date of appointment 
Group: September 1988 
Board: August 2004
Committee membership 
None
Skills and experience
Adrian has over 25 years’ experience 
in the recruitment industry. Adrian is a 
Fellow of the Institute of Recruitment 
Professionals and has served as a 
Council Member of the Recruitment 
and Employment Confederation. He 
is a member of the CBI’s Employment 
and Skills Board and a Regional 
Council Member for the South East. 
Adrian joined the Group in 1988 as 
a recruitment consultant and was 
appointed a Divisional Director in 1998. 
He was appointed to the Board in 2004 
as Business Development Director and 
Group Sales Director in 2005. Adrian 
took over as Chief Executive Officer in 
2007 and heads the Executive T eam.
Date of appointment 
Group: January 1996 
Board: August 2004
Committee membership
None
Skills and experience
T ony is a Fellow of the Chartered 
Institute of Management Accountants. 
After qualifying in 1995 he joined the 
Group in 1996. Following a period as 
Management Accountant and Financial 
Controller , he was appointed to the 
Board in 2004. T ony was instrumental in 
taking the Group through its successful 
IPO in 2006.
T ony is Chairman of the Central South 
Regional Board of the Chartered Institute 
of Management Accountants and has 
served as Hampshire’s Branch President 
for several years.
Date of appointment 
Group: July 1993 
Board: September 2012
Committee membership
None
Skills and experience
Keith is the Managing Director of 
Matchtech and is responsible for all 
its operations across the Engineering 
sector . Keith, a Fellow of the Institute 
of Recruitment Professionals, joined us 
in 1993 as a Senior Consultant, before 
progressing to his current position. Keith 
is also on the Steering Committee for 
the Engineering and T echnical sector 
at the Recruitment and Employment 
Confederation. Overview Strategic Report Governance Financial Statements
23 MATCHTECH GROUP   |   Annual Report 2014
Non-Executive Directors
George Materna 
Non-Executive Deputy Chairman
Ric Piper
Senior Independent Director
Stephen Burke 
Non-Executive Director
Richard Bradford 
Non-Executive Director
Rudi Kindts 
Non-Executive Director
Andy White 
Non-Executive Director
Date of appointment 
Group: July 1984 
Committee membership 
Chairman of the Nominations 
Committee
Skills and experience
George has 35 years’ experience in 
the recruitment industry and is the 
founder of the Group, having founded 
Matchmaker Personnel in 1984 and 
Matchtech Engineering in 1990, 
before combining the 2 businesses in 
2002 to form Matchtech Group plc. 
George is a Fellow of both the Institute 
of Recruitment Professionals and 
the Chartered Institute of Personnel 
and Development.
Date of appointment 
Board: July 2006
Committee membership
Chairman of the Audit Committee; 
Member of the Remuneration 
Committee
Skills and experience
Ric qualified as a Chartered Accountant 
in 1977. He held senior finance roles 
in ICI, Citicorp and Logica, becoming 
Finance Director of Logica (UK) in 1990. 
He was Group Finance Director of WS 
Atkins from 1993 to 2002. Since 2003 
he has been involved at Board level 
and has advised on the growth and 
development of Main Market, AIM and 
privately owned companies. Ric is a 
Partner at Restoration Partners, which 
advises technology businesses, and 
a member of the Financial Reporting 
Review Panel.
Date of appointment 
Board: July 2006
Committee membership
Chairman of Remuneration Committee; 
Member of the Audit Committee
Skills and experience
Stephen has over 25 years’ experience 
in the recruitment industry having 
joined Michael Page in 1981 after 
graduating from Durham University. 
He was appointed as a Director of 
Michael Page International in 1988 
with responsibility for development of 
overseas businesses. He returned to 
the UK in 1996 and held 2 divisional 
Managing Director roles before being 
appointed Managing Director of Michael 
Page in the UK, and a Director of Michael 
Page International plc from 2001 until 
2005. Stephen was appointed Chief 
Executive Officer of Healthcare Locums 
plc in May 2011.
Date of appointment 
Board: August 2011
Committee membership 
Member of the Nominations Committee
Skills and experience
Richard has a background in solutions 
and services businesses. He was Chief 
Executive of AIM-listed Carlisle Group 
from 1997 to 2008, up to and including 
the merger to create Impellam Group, 
and subsequently Chief Executive of 
LPM Group, a private equity backed mid-
market group of facilities management 
investments. He is currently Chief 
Executive Officer of UK-based InHealth 
Group, a leading provider of diagnostics 
and imaging services.
Date of appointment 
Board: March 2012
Committee membership 
Member of the Remuneration 
Committee;  
Member of the Nominations Committee
Skills and experience
Rudi is a Belgian national with 25 years’ 
experience in transnational Human 
Resources Management. He developed 
his executive career initially with Alcatel 
and British American T obacco, where 
he held a number of senior HR roles 
across the Group. He was appointed 
Group HR Director of the FTSE 100 
company in 2004 and left in 2011. 
Rudi is currently an Associate with 
Criticaleye – The Network Of Leaders 
and Executive Mentor at Merryck and Co. 
He collaborates with The Henley Centre 
for HR excellence and is an Associate 
Consultant with Duke Executive 
Education. Rudi is a member of the 
Advisory Board of Thirsty Horses Limited 
and is a Partner with TheCoachingHouse.
Date of appointment 
Board: August 1990 
Date of resignation 
Board: 16 June 2014 24 MATCHTECH GROUP   |   Annual Report 2014
Directors’ Report
Principal Activities and Business Review
Matchtech Group plc is the ultimate holding company of a group 
of companies.
A full description of the Group’s principal activities, business 
performance, likely future developments, principal risks and 
uncertainties and information on dividends are provided in the 
Strategic Report and are incorporated into this report by reference.
A list of principal subsidiary undertakings and the countries 
in which they operate, is disclosed in Note 13 to the Financial 
Statements. Details on the use of financial instruments and 
financial risk management are included in Note 22 to the Financial 
Statements and are also incorporated into this report by reference.
Directors
The Directors who served during the period, at the date of this 
report and their biographical details set out on pages 22 and 23. 
Directors interests in shares and share options of the Company are 
shown in the Directors’ Remuneration Report.
Under the Company’s Articles of Association all Directors must 
retire at the first Annual General Meeting (AGM) following 
their appointment and may offer themselves for election 
by shareholders.
In line with the requirements of the UK Corporate Governance 
Code which the Company has voluntarily chosen to comply with, 
all other Directors will retire at the AGM and, being eligible, will 
offer themselves for re-election.
The Board considers that the performance of each of the Directors 
continues to be effective and that each of them demonstrates a 
strong commitment to their role.
Directors and Officers of the Company and its subsidiaries benefit 
from Directors’ and Officers’ liability insurance cover, in respect 
of legal actions brought against them. In addition, Directors of 
the Company are indemnified in accordance with Article 170 of 
the Company’s Articles of Association, to the maximum extent 
permitted by law. Neither the insurance nor the indemnities 
provide cover where the relevant Director or Officer has acted 
fraudulently or dishonestly.
The Board may exercise all the powers of the Company, subject 
to the provisions of relevant legislation, the Company’s Articles 
of Association and any directions given by a special resolution of 
the shareholders. Specific powers are detailed in the Company’s 
Articles of Association, including the power to issue and buy back 
shares, along with the rules for the appointment and removal 
of Directors.
Directors’ Conflicts of Interests
Each Director is required, in accordance with the Companies Act 
2006, to declare any interests that may give rise to a conflict of 
interest with the Company on appointment and subsequently as 
they arise. Where such a conflict or potential conflict arises, the 
Board is empowered under the Company’s Articles of Association 
to consider and authorise such conflicts as appropriate.
Articles of Association
The Company’s Articles of Association set out the Company’s 
internal regulation and cover such matters as the rights of 
shareholders, the appointment and removal of Directors, the 
power to issue and buy back shares and the conduct of the Board 
and general meetings.
A copy of the Company’s Articles of Association is available on 
the Group’s website (www.matchtechgroupplc.com) or on request 
from the Company Secretary.
Amendments to the Articles of Association must be approved by 
at least 75% of those voting in person or by proxy at a general 
meeting of the Company.
In accordance with the Company’s Articles of Association, Directors 
can be appointed or removed by the Board or by shareholders in a 
general meeting. Subject to the provisions of relevant legislation, 
the Company’s Articles of Association and any directions given by 
a special resolution of the shareholders, the Board may exercise 
all the powers of the Company and may delegate authorities to 
Committees and management as it sees fit.
Details of the main Committees of the Board and their activities 
are contained in the Corporate Governance Report.
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.
Substantial Shareholders
In addition to the Directors’ interests shown in the Remuneration 
Report, and in accordance with Part 22 of the Companies Act 2006, 
the Company has been notified that the following shareholders’ 
interests exceeded 3% of the Company’s ordinary share capital in 
issue at the date of this report:
Shareholder %
George Materna 31.5
Octopus Investments Limited 12.5
AXA Framlington 9.3
Paul Raine 7.2
Old Mutual Global Investors 3.9
British Steel Pension Fund 3.4
Corporate Governance
The Corporate Governance Report is incorporated into this report 
by reference.
Corporate Responsibility
The Board recognises its employment, environmental and 
health and safety responsibilities. It devotes appropriate 
resources towards monitoring and improving compliance 
with existing standards.
The Executive Directors have responsibility for these areas at 
Board level, ensuring that the Group’s policies are upheld and 
providing the necessary resources. Overview Strategic Report Governance Financial Statements
25 MATCHTECH GROUP   |   Annual Report 2014
Bribery
The Group’s Board has made a commitment to carry out business 
fairly, honestly and openly and has also demonstrated a 
commitment to zero tolerance towards bribery. A copy of our  
High Level Commitment Statement is available on our website 
www.matchtechgroupplc.com.
Environment
The Group remains committed to operating in an environmentally 
responsible manner, and is accredited to the Environmental 
Standard ISO 14001:2004. The Directors consider the impact on 
the environment in making their decisions.
The Community, Including Charitable and Political Donations
The Group is committed to providing support to the community 
through a number of charitable activities. During the year the 
Group made charitable donations of £32,000 (2013: £21,000).
The Directors consider the impact on the community when making 
their decisions.
The Group made no donations for political purposes either in the 
UK or overseas during the year.
Employees
The Board recognises that the Group’s employees are vitally 
important to the continued success of the business. Employees are 
encouraged to train and develop their careers.
The Group is committed to achieving equal opportunities and to 
complying with anti-discrimination legislation. It is established 
Group policy to offer employees and job applicants the 
opportunity to benefit from fair employment, without regard to 
their sex, sexual orientation, marital status, race, religion or belief, 
age or disability.
The Group has continued its policy of informing all employees of 
matters of concern to them as employees, both in their immediate 
work situation and in the wider context of the Group’s well-being. 
Communication with employees is effected through the Board, 
the Group’s management briefings structure, formal and informal 
meetings and through the Group’s information systems.
The Group has a culture that encourages share participation at 
all levels. At 31 July 2014 approximately 43% of the Company’s 
share capital is held by Directors, senior management and 
other employees.
During the year the Group operated a Long-Term Incentive Plan 
(LTIP), Share Incentive Plan (SIP) and a Value Creation Plan (VCP). 
The LTIP cascades through the organisation, with approximately 
48% of staff eligible to participate, and the SIP is open to all staff. 
The Group also has a number of share options yet to be exercised 
from its Enterprise Management Incentive Scheme (EMI).
Policy on the Payment of Creditors
The Group’s policy is to agree terms and conditions for its 
business transactions with suppliers and to endeavour to abide 
by these terms and conditions, subject to the supplier meeting 
its obligations.
No one supplier arrangement is considered to be essential to the 
business of the Group.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF 
THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable laws 
and regulations.
Company law requires the Directors to prepare Group and Parent 
Company financial statements for each financial year. As required 
by the AIM Rules of the London Stock Exchange they are required 
to prepare the Group financial statements in accordance with 
International Financial Reporting Standards (IFRSs) as adopted by 
the EU and applicable law and have elected to prepare the Parent 
Company financial statements on the same basis.
Under company law the Directors must not approve the financial 
statements unless they are satisfied that they give a true and fair 
view of the state of affairs of the Group and Parent Company and 
of their profit or loss for that period. 
In preparing each of the Group and Parent Company financial 
statements, the Directors are required to:
• select suitable accounting policies and then apply 
them consistently;
• make judgements and estimates that are reasonable 
and prudent;
• state whether they have been prepared in accordance with 
IFRSs as adopted by the EU; and
• prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Group and the 
Parent Company will continue in business.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Parent 
Company’s transactions and disclose with reasonable accuracy at 
any time the financial position of the Parent Company and enable 
them to ensure that its financial statements comply with the 
Companies Act 2006.
They have general responsibility for taking such steps as are 
reasonably open to them to safeguard the assets of the Group 
and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the Company’s 
website. Legislation in the UK governing the preparation and 
dissemination of financial statements may differ from legislation 
in other jurisdictions.
Each of the Directors, whose names and functions are listed in 
these Financial Statements on pages 22 and 23, confirms that, 
to the best of his knowledge:
• the Strategic Report contained in the Annual Report and 
Accounts includes a fair review of the development and 
performance of the business and the principal risks and 
uncertainties that it faces;
• the Group financial Statements, which have been prepared in 
accordance with IFRS as adopted by the European Union, give 
a true and fair view of the assets, liabilities, financial position 
and profit or loss of the Group. 26 MATCHTECH GROUP   |   Annual Report 2014
Cautionary Statement
Under the Companies Acts 2006, a Company’s Directors’ Report 
is required, among other matters, to contain a fair review by 
the Directors of the Group’s business, through a balanced and 
comprehensive analysis of the development and performance 
of the business of the Group and the position of the Group 
at the year end, consistent with the size and complexity of 
the business.
The Directors’ Report set out above, including the Chairman’s 
Statement, the Chief Executive’s Review, and the Chief 
Financial Officer’s Report incorporated into it by reference 
(together with the Directors’ Report), has been prepared only 
for the shareholders of the Company as a whole, and its sole 
purpose and use is to assist shareholders to exercise their 
governance rights. In particular, the Directors’ Report has not 
been audited or otherwise independently verified. The Company 
and its Directors and employees are not responsible for any 
other purpose or use or to any other person in relation to the 
Directors’ Report.
The Directors’ Report contains indications of likely future 
developments and other forward-looking statements that are 
subject to risk factors associated with, among other things, the 
economic and business circumstances occurring from time to 
time in the countries, sectors and business segments in which 
the Group operates. These factors include, but are not limited to, 
those discussed under Principal Risks and Uncertainties. 
Health and Safety
The Group is committed to providing for the health, safety and 
welfare of all its employees and has established an Occupational 
Health and Safety Management System that complies with 
OHSAS 18001:2007. The Group also has procedures in place to 
comply with all legal and contractual obligations relevant to the 
Group’s activities.
Quality
The Group is ISO 9001:2000 accredited. As one of the UK’s 
leading specialist recruitment agencies, the Group is dedicated to 
quality and professionalism in the pursuit of achieving customer 
satisfaction and commercial goals.
In order to ensure that these key objectives are achieved, the 
Company has, in compliance with ISO 9001:2000, implemented 
a Quality Management System suitable to the needs, size and 
complexity of the operation. Commitment to and compliance 
with this Quality Management System is mandatory for all 
Group employees.
This quality policy, and the resultant management systems 
and objectives are under constant review to ensure continual 
improvements in systems and performances. All interested parties 
are encouraged to participate in this process.
Business Continuity
The Group is BS25999 accredited, has a robust business continuity 
strategy and has built a highly resilient infrastructure. It has a 
disaster recovery facility where our staff would relocate to in the 
event of a major disaster.
Disclosure of Audit Information
The Directors confirm that, as at the date this report was approved, 
so far as each Director is aware there is no relevant audit information 
of which the Company’s auditor is unaware and that he has taken all 
the steps that he ought to have taken as a Director in order to make 
himself aware of any relevant audit information and to establish that 
the Company’s auditor is aware of that information.
Going Concern
The Directors have reviewed forecasts and budgets for the 
coming year, which have been drawn up with appropriate regard 
for the current macroeconomic environment and the particular 
circumstances in which the Group operates. These were prepared 
with reference to historic and current industry knowledge, taking 
the future strategy of the Group into account. 
As a result, at the time of approving the financial statements, the 
Directors consider that the Company and the Group have sufficient 
resources to continue in operational existence for the foreseeable 
future, and accordingly, that it is appropriate to adopt the going 
concern basis in the preparation of the financial statements.
As with all business forecasts, the Directors’ statement cannot 
guarantee that the going concern basis will remain appropriate 
given the inherent uncertainty about future events.
Auditors
The Board has decided to propose the reappointment of KPMG LLP 
as auditors and a resolution concerning their reappointment will 
be proposed at the forthcoming AGM.
Registered Office
1450 Parkway, Solent Business Park, Whiteley, Fareham,
Hampshire, PO15 7AF.
Registered number: 04426322
Approved by the Board and signed on its behalf by:
Tony Dyer
Chief Financial Officer
14 October 2014
Directors’ Report continued Overview Strategic Report Governance Financial Statements
27 MATCHTECH GROUP   |   Annual Report 2014
Entrepreneurial Management  
There is a vision of what the Group is trying to achieve, over what period and an understanding of 
what is required to achieve this ambition. A dialogue exists between shareholders and the Board, with 
the aim that the Board understands shareholders’ objectives and the shareholders understand the 
Group’s constraints
Eﬃcient Management    
The mechanisms by which important 
decisions are taken are transparent. It is clear 
where the responsibility lies for the 
management of the Group and for the 
achievement of key tasks. Procedures are in 
place to protect signiﬁcant tangible and 
intangible assets and these are regularly 
reviewed and updated
Eﬀective Management      
The Board has the appropriate composition and skills mix which are regularly 
reviewed and it has collective responsibility that requires all Directors to be involved 
in the process of arriving at signiﬁcant decisions. The Board is provided with regular 
appropriate management and ﬁnancial information on which to constructively 
challenge recommendations made to it
Ethical Management        
Behaving ethically, both in the Group’s 
decision making and through the actions of 
our employees, is a must for the Group. Our 
continued success depends on earning, 
keeping the trust of and preserving our 
reputation in the eyes of those we deal with – 
including clients, contractors, employees, 
business partners and the broader 
community
Corporate Governance Report
Corporate Governance – A Key Priority for the Board
The maintenance of effective Corporate Governance is a key priority for the Board. Whilst the Group is not subject to the UK Corporate 
Governance Code (the Code) applicable to companies with a Premium Listing of equity shares in the UK, the Directors recognise the 
importance of sound Corporate Governance. The Group seeks to comply with the Corporate Governance Guidelines for Smaller Quoted 
Companies as published by the Quoted Companies Alliance, as far as applicable.
Board’s Management Objectives
The Board, including Performance Evaluation
Led by Brian Wilkinson as Executive Chairman, the Board is 
responsible for the Group’s overall direction and management, 
and for the establishment and maintenance of a framework of 
delegated authorities and controls which ensure the efficient and 
effective management of the Group’s operations.
To ensure that vested interests should not be able to act in a 
manner contrary to the common good of all shareholders, at the 
date of this report the Board has 4 Independent Non-Executive 
Directors. The Board considers the independence of the 
Independent Non-Executive Directors annually against the criteria 
set out in the UK Governance Code with each being determined 
as independent of management having no business or other 
relationship that could interfere materially with the exercise of 
their judgement. The Board is satisfied with the current balance 
between Executive and Non-Executive Directors, which allows it 
to exercise objectively in decision making and proper control of 
the Group’s business.
The Board recognises that the composition of the Board needs 
to be kept under regular review, with proposals coming from 
the Nominations Committee to the Board for its consideration.
In line with the requirements of the Code, the Group has 
voluntarily chosen that all Directors will retire at the Annual 
General Meeting (AGM) and, being eligible, will offer themselves 
for re-election.
Directors are required to notify the Company Secretary of any 
potential conflicts of interest when they are appointed to the 
Board and, following appointment, as new potential conflicts 
arise. These notifications are then considered and authorised 
by the Board as appropriate.
The Board has a regular schedule of meetings together with 
further meetings when required. In addition, Directors meet as 
members of relevant Committees. There is a formal schedule of 
matters reserved specifically to the Board for decision, delegating 
specific responsibilities to Committees.
The Chairman has had no other significant commitments since his 
appointment in December 2013.
All Directors have access to the advice and services of Tony Dyer, 
the Chief Financial Officer, and Neil Ayton, the Company Secretary, 
who are responsible for ensuring that Board procedures and 
applicable rules and regulations are observed. There is an agreed 
procedure for Directors to obtain independent professional advice, 
paid for by the Group.
The Board is committed to ensuring its effectiveness. During the 
year the Chairman undertook performance assessments with 
each Director and subsequent to the year end he led a self-
assessment review of the Board as a whole. Also subsequent 
to the year end the Senior Independent Director undertook a 
performance assessment of the Chairman with input from each 
of the other Directors. 
There is a formal schedule of matters reserved for their decision which includes strategy, the approval of financial statements and 
shareholder circulars, treasury policy, major capital investments (including acquisitions and disposals) and risk management strategy. 28 MATCHTECH GROUP   |   Annual Report 2014
The Chairman and the Non-Executive Directors meet without the 
Executive Directors present at least once a year.
The Board is satisfied with the performance of each individual 
Board member and the Board as a whole. Where there are areas for 
improvement the Board has agreed objectives and action plans in 
place and will continually review progress on these.
Committees of the Board
The Board has 3 established Committees for Audit, Nominations 
and Remuneration. The Committees have Terms of Reference 
which are reviewed at least biannually by the Board, and revised 
as deemed necessary and appropriate. The Terms of Reference of 
all 3 Committees were reviewed during the 12 months prior to the 
date of this report. Copies of the Terms of Reference are available 
on the Group’s website www.matchtechgroupplc.com and on 
request from the Company Secretary.
Following formal decision making, the Board may, on occasion, 
delegate authority to a Standing Committee consisting of any 2 
Directors to facilitate final sign off for an agreed course of action 
within strict parameters.
Audit Committee and Remuneration Committee
The responsibilities and operation of the Audit Committee and 
Remuneration Committee are described in the Audit Committee’s 
Report and in the Directors’ Remuneration Report respectively.
Nominations Committee Key Responsibilities
George Materna Chairman (Non-Executive Deputy Chairman)
Richard Bradford (Independent Non-Executive Director)
Rudi Kindts (Independent Non-Executive Director)
• Reviewing the structure, size and composition of the Board, 
and making recommendations to the Board with regard to 
any changes required.
• Succession planning for Directors and other senior executives.
• Identifying and nominating, for Board approval, candidates 
to fill Board and senior executive vacancies as and when 
they arise.
• Reviewing annually the time commitment required of 
Non-Executive Directors.
• Making recommendations to the Board regarding 
membership of the Audit and Remuneration Committees in 
consultation with the Chairman of each Committee.
The Nominations Committee has full power and authority to carry 
out a formal selection process of candidates, before proposing 
new appointments to the Board.
The Group has adopted a policy for Directors’ and key employees’ 
share dealings which is appropriate for an AIM-quoted Group.
The Directors comply with Rule 21 of the AIM rules relating to 
Directors’ dealings and in addition take all reasonable steps to 
ensure compliance by the Group’s applicable employees.
Corporate Governance Report continued
Non-Executive Directors
The Non-Executive Directors have letters of appointment stating 
their annual fee, their re-election at forthcoming AGMs and that 
their appointment is subject to satisfactory performance. Their 
appointment may be terminated with a maximum of 6 months’ 
written notice at any time. 
Copies of the letters of appointment will be available for 
inspection prior to and during the AGM, and are also available for 
inspection at the Group’s registered office during normal business 
hours. The remuneration of the Chairman and the Non-Executive 
Directors is determined by the Board within the limits set out in the 
Articles of Association, including reviewing the level of fees paid 
by comparator companies.
The Chairman and the Non-Executive Directors do not participate 
in any meeting at which discussions in respect of matters relating 
to their own position take place.
Internal Control
The Board is responsible for reviewing and approving the Group’s 
governance framework and ensuring its adequacy and effectiveness. 
Internal controls, which include financial, operational and compliance 
and risk management systems, are central to this framework:
• The system of internal financial and operational controls is 
designed to meet the Group’s particular needs and aims, to 
facilitate effective and efficient operations, to safeguard the 
Group’s assets, ensure proper accounting records are 
maintained, and ensure that the financial information used 
within the business and for publication is reliable.
• Such a system of internal control can only be designed to 
manage, rather than eliminate risk of failure to achieve business 
objectives, and provide reasonable, but not absolute, assurance 
against material misstatement and loss.
• The Board confirms that there is a continuing process for 
identifying, evaluating and managing the risks faced by the 
Group, with further improvements planned for the current 
financial year.
• The Audit Committee agrees an annual plan of internal audit 
activities, including from third parties, and reviews audit 
findings and subsequent management implementation. 
• A separate report on Principal Risks and Uncertainties is in the 
Principal Risks and Uncertainties section on pages 20 and 21.
The Board’s statements and actions emphasise a culture of 
openness, integrity, competence, fairness and responsibility.
The Board focuses mainly on strategic issues, senior management 
and financial performance. The Group Executive concentrates on 
operational performance, operational decision making and the 
formulation of strategic proposals to the Board.
The Board determines how the Chief Executive Officer operates 
within a framework of delegated authorities and reserved powers 
which seek to ensure that certain transactions, significant in terms 
of their size or type, are undertaken only after Board review.
Risk Management Policy
The Group has an overall Risk Management Policy in place, which 
has been communicated to all staff and is continually accessible. Overview Strategic Report Governance Financial Statements
29 MATCHTECH GROUP   |   Annual Report 2014
Corporate Policies
The Board has a range of policies for the Group to comply with 
which it constantly monitors, including policies on the Bribery Act, 
Corporate Social Responsibility, Equal Opportunities, Disability, 
Diversity, Health and Safety, Gifts and Entertainment and the 
Environment.
Professional Practices
The Group is a Corporate Member of the Recruitment and 
Employment Confederation (REC). The Group encourages all 
recruitment consultants to become members and actively 
promotes the REC training programme, to ensure that all staff 
are working to the appropriate guidelines.
The Group endeavours to fully comply with the REC Code of Ethics, 
The Employment Agencies Act and Conduct Regulations 2003 and 
the REC Code of Professional Practice. The Group has achieved REC 
Audited status, which means systems and processes comply with 
current legislation.
Financial Reporting
The Board approves a business plan and annual budgets for 
individual business units and the Group. The financial performance 
of individual business units is reported regularly.
We report to our shareholders on a half-yearly basis. Forecasts for 
the Group are updated and reviewed by the Board regularly.
Independent External Audit
Information is provided in the Audit Committee’s Report on pages 
30 and 31.
Relations with Shareholders
The Board regards effective communication with shareholders as 
crucial. Relations with shareholders are managed principally by 
the Chief Executive Officer and Chief Financial Officer. Meetings 
are held regularly throughout the year with institutional investors, 
fund managers and analysts.
The Chairman, Senior Independent Director and other Non-
Executive Directors make themselves available for meetings 
with major shareholders. This provides shareholders with the 
opportunity to take up with these individuals any issue they feel 
unable to raise with the Chief Executive Officer or Chief Financial 
Officer. The Group’s shareholders are invited to attend the AGM at 
which all Directors are present.
The Non-Executive Directors are also kept informed of the views 
of shareholders, with the Executive Directors providing updates 
on investor meetings. Additionally, the Group’s broker provides 
briefings to the Board on shareholder opinions and compiles 
independent feedback from investor meetings.
The Group’s website contains information on current business 
activities, including the annual and half-year results presentations. 30 MATCHTECH GROUP   |   Annual Report 2014
Audit Committee’s Report
I am pleased to present the Audit Committee’s annual report on 
its activities.
Audit Committee Key Responsibilities
Ric Piper Chairman 2006 to date (Senior Independent Non-
Executive Director)
Stephen Burke (Independent Non-Executive Director)
• Monitoring the integrity of the half-yearly and annual 
financial statements and formal announcements relating 
to the Group’s financial performance. Starting for the year 
ended 31 July 2014, this includes advising the Board that 
the Annual Report taken as a whole is fair, balanced 
and understandable.
• Reviewing significant financial reporting issues and 
accounting policies and disclosures in financial reports.
• Reviewing the effectiveness of the Group’s internal control 
procedures and risk management systems.
• Making recommendations to the Board on the appointment or 
reappointment of the Group’s independent external auditors.
• Reviewing the independent auditor’s audit strategy and 
implementation plan and its findings in relation to the 
Annual Report and Interim Financial Statements.
• Overseeing the Board’s relationship with the independent 
external auditors including their continuing independence 
and, where appropriate, the selection of new independent 
external auditors.
• Considering how the Group’s internal audit requirements 
shall be satisfied and making recommendations to 
the Board.
• Ensuring that an effective whistle-blowing procedure is 
in place. 
Ric Piper, Chairman of the Audit Committee, qualified as a 
Chartered Accountant in 1977 and is a current member of the 
Financial Reporting Review Panel (FRRP).
The Board considers he has recent and relevant financial experience.
The Committee met 5 times during the year. 
The Executive Directors are routinely invited to Committee meetings.
During the year the Committee met privately with the 
independent auditor. The Committee Chairman also met privately 
with the Senior Statutory Auditor (William Smith) outside of the 
Committee meetings.
Operation of the Committee
The Committee’s Terms of Reference were reviewed and updated 
in September 2013 to conform to current best practice. No 
significant changes were deemed necessary. They are available 
on the Group’s website (www.matchtechgroupplc.com), as well 
as in hard copy format from the Company Secretary.
The Terms of Reference will be next reviewed by September 2015.
The main activities of the Committee during the year were 
as follows:
• Financial Statements. The Committee reviewed the Interim and 
Annual Report. Presentations were made by management and 
the auditor about the key technical and judgemental matters 
relevant to the financial statements. Significant areas 
considered by the auditor and the Committee were valuation of 
accounts receivables, revenue recognition, working capital 
forecasts and banking covenants together with goodwill 
valuation and taxation. The first 4 areas are routinely 
considered by the Board at its monthly meetings and the 
remaining 2 areas are the subject of specific papers prepared 
by management as part of the Committee’s and the Board’s 
approval of Interim and Annual results.
• The Committee was satisfied that it was appropriate for the 
Board to approve the Financial Statements and that the Annual 
Report taken as a whole is fair, balanced and understandable 
such that it allows shareholders to assess the Group’s 
performance against the Group’s strategy and business model.
• Internal financial control systems. The Committee reviewed the 
recommendations made by the independent auditor and 
management’s responses and actions. The Committee was 
satisfied that it was appropriate for the Board to make the 
statements regarding internal controls included in the 
Corporate Governance Report.
• Internal audit. During the year the Group undertook a number 
of internal audit reviews, both of financial and operational 
activities. As part of the Committee’s policy, certain specialist 
internal audit work was undertaken by external organisations. 
The Chairman of the Committee reported to the Board on 
the Committee’s activities after each meeting, identifying 
relevant matters requiring communication to the Board and 
recommendations on the steps to be taken. Overview Strategic Report Governance Financial Statements
31 MATCHTECH GROUP   |   Annual Report 2014
INDEPENDENT AUDITOR: REAPPOINTMENT AND AUDIT 
TENDER POLICY
The appointment of the independent external auditor is approved 
by shareholders annually. The independent auditor’s audit of the 
financial statements is conducted in accordance with International 
Standards on Auditing, ISA (UK and Ireland) issued by the Auditing 
Practices Board.
There are no contractual obligations that act to restrict the 
Committee’s choice of external auditor. In November 2013, the 
Board proposed and shareholders approved the appointment 
of KPMG LLP as the Company’s registered independent public 
accounting firm for the financial year ending 31 July 2014.
In early 2011 the Board (on the recommendation of the Audit 
Committee) decided that it was appropriate to put the Group’s audit 
out to competitive tender. In March 2011 the Audit Committee 
proposed and the Board approved the appointment of KPMG Audit 
Plc as the Company’s registered independent public accounting 
firm commencing with audit work for the year ending 31 July 2011. 
Following the wind down of KPMG Audit Plc in 2013, KPMG LLP 
were appointed as auditors at the AGM in November 2013.
In the context of developing best practice, the Committee has kept 
under review its recommendations to the Board concerning the 
Company’s Audit Tender policy. This year, having considered the 
effectiveness and performance of the independent auditor, the 
Committee has recommended to the Board the reappointment 
of KPMG LLP as independent auditor of the Company for the 
next financial year.
INDEPENDENT AUDITOR: SERVICES, INDEPENDENCE AND FEES
The independent auditor provides the following services:
• A report to the Committee giving an overview of the results, 
significant contracts and judgements and observations on the 
control environment.
• An opinion on the truth and fairness of the Group and Company 
financial statements.
• An internal control report, following its audit, highlighting to 
management any areas of weakness or concern.
The Committee monitors the cost-effectiveness of audit and 
non-audit work performed by the independent auditor and 
also considers the potential impact, if any, of this work on 
independence. Approval is required prior to the independent 
auditor commencing any material non-audit work in accordance 
with a Group policy approved by the Committee. Certain work, 
such as providing bookkeeping services, is prohibited.
The Committee regularly reviews all fees for non-audit work paid to 
the independent auditor. Details of these fees can be found in Note 
3 to the Financial Statements. The Committee concluded that the 
level of non-audit fees, which represent 38% of the audit fees for 
the Group, did not have a negative impact on KPMG’s independence.
Further, the Committee seeks positive evidence of the 
independence of the independent auditor through its challenge to 
management, both in written reports and at Committee meetings. 
The Committee also regulates the appointment of former 
employees of the independent auditor to positions in the Group. 
The independent external auditor also operates procedures 
designed to safeguard their objectivity and independence. These 
include the periodic rotation of the Senior Statutory Partner (due 
for rotation in 2015), use of independent concurring partners, 
use of a technical review panel (where appropriate) and annual 
independence confirmations by all staff.
The independent external auditor reports to the Committee on matters 
including independence and non-audit work on an annual basis.
Evaluation of the Committee
In 2012 an independent evaluation of the Committee was 
undertaken by the Group’s auditors who reported to the Chairman 
of the Board and subsequently issued their report to the whole 
Board. The Committee has implemented the recommendation to 
give greater focus to internal audit, including more involvement by 
the Group Executive.
The Board and the Audit Committee continue to work on 
implementing the one of the recommendations of the report for 
additional Members and the induction of new Members.
Approval
This report was approved by the Committee, on behalf of the 
Board, on the date shown below and signed on its behalf by:
Ric Piper
Chairman of the Audit Committee
14 October 2014 32 MATCHTECH GROUP   |   Annual Report 2014
Remuneration Committee’s Report
The Group has a Remuneration Committee which is responsible, 
on behalf of the Board, for developing remuneration policy. 
As such, the Auditor is not required to and has not, except where 
indicated, audited the information included in the Remuneration 
Committee Report. The audited information meets the requirements 
of the changes to the AIM Rule 19, effective February 2010.
The Company’s statement on remuneration policy is set out 
together with details of the remuneration of each Director.
Remuneration Committee Key Responsibilities
Stephen Burke Chairman (Independent Non-Executive Director)
Ric Piper (Independent Non-Executive Director)
Rudi Kindts (Independent Non-Executive Director)
• Determining and agreeing with the Board the remuneration 
policy for the Chairman of the Board, the Executive 
Directors and other senior management.
• Approving the design of, and determining targets for, an 
annual performance-related pay scheme for the Executive 
Directors and senior executives.
• Reviewing the design of share incentive plans for approval 
by the Board and shareholders, and determining the annual 
award policy to Executive Directors and senior executives 
under existing plans.
• Within the terms of the agreed policy, determining the 
remainder of the remuneration packages (principally 
comprising salary and pension) for each Executive Director 
and senior executive.
• Reviewing and noting the remuneration trends across 
the Group.
Stephen Burke has been Chairman of the Remuneration 
Committee since 2006, Ric Piper and Rudi Kindts have been 
members since 2006 and 2012 respectively.
The Remuneration Committee meets not less than twice a year. 
The Chairman of the Board attends the meetings as required, 
except when his own remuneration is under consideration.
The purpose of the Remuneration Committee is to review, 
on behalf of the Board, the remuneration policy for the 
Executive Chairman, other Executive Directors and other senior 
management, and to determine the level of remuneration, 
incentives and other benefits, compensation payments and the 
terms of employment of the Executive Directors and other senior 
executives. It seeks to provide a remuneration package that aligns 
the interests of Executive Directors with that of the shareholders.
It receives advice from independent remuneration consultants and 
makes comparisons with similar organisations. In 2014 advice was 
received from PricewaterhouseCoopers LLP .
The Committee has continued to review the remuneration of the 
Executive Directors with regard to the need to maintain a balance 
between the constituent elements of salary, incentives and 
other benefits.
No Directors, other than the members of the Remuneration 
Committee, provided material advice to the Committee on 
Directors’ remuneration.
During the year and since the year end the Committee reviewed 
the way in which it operates and has implemented a number of 
changes which will contribute to a higher level of effectiveness.
Remuneration Policy and Strategy
The objectives of the Group’s remuneration policy are to attract, 
retain and incentivise management with the appropriate 
professional, managerial and technological expertise to realise 
the Group’s business objectives, and align their interests with 
those of shareholders. The committee sets targets and measures 
that reflect the Group’s strategy (as set out on page 9) which seek 
to ensure that the objectives of the business, individuals and 
shareholders are aligned.
The Group strives to link payment to performance and thereby 
create a performance culture.
The Executive Directors and senior management are rewarded 
through a blend of annual profit based bonuses, participation in 
the rolling Long-Term Incentive Plan, targeting 3 year compound 
Earnings Per Share growth and since 2011, have been participants 
in a Value Creation Plan with a 5 year performance period under 
which share awards are made based on annual compounded total 
shareholder returns.
The Committee believes that this combination of incentives 
supports both the near and longer term goals of the business and 
Group strategy and aligns the participants with the creation of 
enhances shareholder value.
It is the Group’s policy that all Executive Directors’ service 
contracts contain a 6 month notice period.
The Non-Executive Directors have letters of appointment stating 
their annual fee, and that their appointment is subject to satisfactory 
performance and their re-election at forthcoming Annual General 
Meetings (AGMs). Their appointment may be terminated within a 
maximum of 6 months’ written notice at any time.
The remuneration of the Non-Executive Directors is determined by 
the Board. The Non-Executive Directors do not participate in any 
of the bonus or share option schemes.
The remuneration agreed by the Committee for the Executive 
Directors is outlined in the following sections.
Base Salary and Benefits
The Committee establishes salaries and benefits by reference to 
those prevailing in the employment market generally for Executive 
Directors of companies of comparable status and market value, 
taking into account the range of incentives described elsewhere 
in this report, including a performance-based commission and 
performance bonus. Reviews of such base salary and benefits are 
conducted annually by the Committee.
Following its review of the annual performance related pay 
scheme for the Executive Directors and senior management, the 
Committee has determined that the two annual bonus schemes 
referred to below will be replaced with one target based scheme 
with effect from the beginning of the 2015 financial year. 
The new scheme’s structure is based on paying out a percentage of 
the individuals’ annual basic salary on a sliding scale between two 
pre-set profit targets. The profit target for the Executive Directors 
will be the Group’s audited annual profit before amortisation 
of acquired intangibles and taxation. This was £12.6m in 2014 
financial year. Overview Strategic Report Governance Financial Statements
33 MATCHTECH GROUP   |   Annual Report 2014
Under the new scheme, for the 2015 financial year, on 
achievement of the lower target (after accounting for the cost 
of annual bonuses including employer’s national insurance) the 
Executive Directors will receive 40% of their basic pay as an 
annual bonus. The percentage of basic pay awarded increases to a 
maximum of 120% (accounted for on the same basis as the lower 
target). The lower and maximum targets will be reported in the 
2015 Remuneration Committee’s Report.
The Committee believes that the new scheme improves clarity, 
provides a clear relationship with the Group’s annual plan and 
will be more effective in rewarding relative performance.
Profit Bonus
The performance-based commission for the Executive Directors is 
based upon a fixed percentage of pre-tax profits generated by the 
Group in the year.
Director
Executive 
Chairman CEO CFO
Matchtech 
MD
Profit bonus 
percentage 0.50% 0.50% 0.40% 0.40%
Annual Profit Growth Bonus
The annual profit growth-based bonus is based upon the Group’s 
pre-tax profit performance in the year, compared with the baseline 
pre-tax profit from the previous year. This bonus is paid at the end 
of the year.
The following bonus rates are paid on the increase in profits for the 
year. The Remuneration Committee may vary the rates during the 
year to take account of any acquisitions or disposals.
Director
Executive 
Chairman CEO CFO
Matchtech 
MD
0%–5% 1.00% 1.00% 0.80% 0.80%
5%–10% 2.00% 2.00% 1.60% 1.60%
10%–15% 3.00% 3.00% 2.40% 2.40%
15%–20% 4.00% 4.00% 3.20% 3.20%
20%–25% 5.00% 5.00% 4.00% 4.00%
25%–30% 6.00% 6.00% 4.80% 4.80%
30%–35% 7.00% 7.00% 5.60% 5.60%
35%+ 8.00% 8.00% 6.40% 6.40%
The baseline profit for the year was £9.9m and was adjusted up to 
£10.3m following the acquisition of Application Services Limited 
trading as Provanis on 6 September 2013.
Pension
The Group contributes 10% of Adrian Gunn’s, Tony Dyer’s and 
Keith Lewis’s basic salaries into a Group personal pension plan. 
Adrian and Tony have both exercised their right to apply for 
Lifetime Limit and therefore are subsequently paid the equivalent 
amount in lieu of pension contribution. 
Value Creation Plan (VCP)
As announced on 21 November 2011, the Group has implemented 
and made awards to Directors under a VCP .
The VCP was approved by the shareholders in the Annual General 
Meeting on 18 November 2011.
The following Directors have been conditionally granted an award 
of units under the VCP:
Director
Executive 
Chairman CEO CFO
Matchtech 
MD
Number of VCP 
units 144,000 266,000 145,000 145,000
Percentage of total 
number of VCP 
units allocated 
and to be 
allocated 14.4% 26.6% 14.5% 14.5%
No payment has been made for the grant of these awards and the 
VCP units have no value at grant.
The VCP has a 5 year performance period (ending after the 
preliminary announcement of the Group’s results in 2016) and the 
VCP units entitle the Directors to share in 7.5% of the total value 
created for shareholders in excess of an annual hurdle at a series of 
measurement dates.
The level of value created for shareholders will be determined by 
reference to the appreciation in the Company’s share price, the 
amount of dividends paid and share buy backs. The shareholder 
value created at each measurement date will be calculated using 
the average share price over the 30 day period prior to the relevant 
measurement date, the measurement date being 30 days after the 
preliminary announcement of the Group’s results.
The annual hurdle will be the higher of:
• the actual share price at the previous measurement date; and
• 20% growth over the threshold price from the previous 
measurement date.
The initial price was 218 pence per share, being the average 
share price for the 30 day period following the preliminary 
announcement of the Company’s 2011 final results.
The first threshold price, for the year ended 31 July 2012 was 
261.6 pence (218 pence plus 20%) which was not exceeded, 
with the measurement share price being 254 pence. The second 
threshold price, for the year ended 31 July 2013, was 313.9 pence 
(261.6 pence plus 20%). This was exceeded with the measurement 
share price being 568 pence. The third threshold price, for the year 
ended 31 July 2014, was 568 pence.
At each measurement date each Director will receive an 
entitlement to shares (in the form of a nil-cost option) with a 
value equivalent to each Director’s relevant proportion of the 
VCP pool created in respect of that measurement date. Any share 
entitlement will not become exercisable until the end of the 5th 
year of the VCP when 50% of the shares are exercisable, with the 
balance exercisable 1 year later. 34 MATCHTECH GROUP   |   Annual Report 2014
The share entitlement granted in the year ended 31 July 2014 is as follows: 
Director Executive Chairman CEO CFO Matchtech MD
2013 share entitlement – 241,717 131,763 131,763
Share Options Conditional on Performance
During the year the Group operated a Long-Term Incentive Plan (LTIP) and a Deferred Share Bonus Plan (DSBP) for Executive Directors and 
key staff.
Long‑Term Incentive Plan
The plc Executive Directors receive an annual grant of zero-priced share options. The grant for the year, made on 24 January 2014, 
(2014 LTIP) was 34,896 for the Executive Chairman, 52,632 shares for the Chief Executive Officer and 34,450 shares each for the 
Chief Financial Officer and Matchtech Managing Director.
This award will be capable of release subject to the Director remaining employed until the expiry of the holding period date set out, 
and the satisfaction of the following performance targets.
Earnings Per Share (EPS) Growth
The number of shares which shall be capable of release at the end of the holding period for each unlapsed grant shall be in accordance 
with the following table, subject to the Total Shareholder Return (TSR) Underpin being satisfied in the option granted in years 2011, 2012 
and 2013:
Grant Grant date Measurement period Baseline EPS
2011 4 February 2011 FY 2011–FY 2013 25.96 pence
2012 31 January 2012 FY 2012–FY 2014 19.74 pence
2013 31 January 2013 FY 2013–FY 2015 23.49 pence
2014 24 January 2014 FY 2014–FY 2016 30.70 pence
Minimum Between minimum and maximum Maximum
Vesting 
status Grant Target Vesting Target Vesting Target Vesting
2011 37.46 pence 25% 37.46 pence–48.31 pence straight-line >48.31 pence 100% Deemed 
unlikely
2012 10% +RPI pa 33% Between 10% and 20% +RPI pa straight-line >20% +RPI pa 100%
2013 10% +RPI pa 33% Between 10% and 20% +RPI pa straight-line >20% +RPI pa 100%
2014 7% + RPI pa 33% Between 7% and 14% +RPI pa straight-line >14% +RPI pa 100%
Total Shareholder Return (TSR)
The TSR Underpin will be satisfied should the return on a Group’s share over the period from the date of grant to the third anniversary of 
the date of grant, exceed the median return of a comparator group of listed recruitment companies. The composition of the comparator 
group is decided independently by the external remuneration advisors, PricewaterhouseCoopers LLP .
TSR performance can be summarised as follows:
Grant 
Upper 
quartile Median 
Lower 
quartile Matchtech Ranking 
Vesting 
status
2011 – – – – N/A Deemed 
unlikely
2012 122% 86.6% 20.4% 210.7% Above Median
2013 100.6% 60.9% 11.9% 153.5% Above Median
The 2014 grant was not subject to a TSR performance underpin.
Remuneration Committee’s Report continued Overview Strategic Report Governance Financial Statements
35 MATCHTECH GROUP   |   Annual Report 2014
Deferred Share Bonus Plan
The Group did not award any share options under the Deferred Share Bonus Plan during the year.
Share Incentive Plan
During the year the Group operated a Share Incentive Plan (SIP) for Executive Directors and all staff called ‘Match’. Under the scheme,  
staff are entitled to buy shares in Matchtech Group plc out of pre-tax salary. They can invest up to a maximum of £1,800 per annum 
(2013: £1,500 per annum), which will be used to purchase Matchtech Group shares (Invest shares).
The Group will award 1 free share for every share that is purchased (Match shares). Staff will receive Match shares at the end of  
a 3 year holding period, subject to remaining employed within the Group and the Invest shares remaining in the plan throughout  
the holding period.
At 31 July 2014, the following shares were held in the scheme by the Executive Directors:
Director
Shares 
purchased 
under SIP 
Shares 
awarded 
under 
matching 
element 
of SIP
Brian Wilkinson 251 247
Adrian Gunn 4,116 2,450
Tony Dyer 3,369 2,251
Keith Lewis 7,100 4,844
Total 14,836 9,792
Total Shareholder Return
The graph below illustrates the TSR of the Group for period 31 July 2009 to 31 July 2014, for both the Group and the FTSE AIM Industrial 
Goods and Services index, which is considered the most appropriate comparator index, as it is the index in which the Group appears and is 
also used for comparing pay and benefit levels.
600%
500%
400%
300%
200%
100%
0%
–100%
31 July 2009 31 July 2010 31 July 2011
Matchtech Group
FTSE AIM Industrial Goods and Services
31 July 2012 31 July 2013 31 July 2014 36 MATCHTECH GROUP   |   Annual Report 2014
Directors’ Remuneration
The table below summarises all Directors’ emoluments and pension contributions for the current and the prior year for comparison.
Director
Salaries 
and fees 
£’000
Pension 
£’000
Benefits 
£’000
Profit 
bonus 
£’000
Growth 
bonus 
£’000 
2014 
Total 
£’000
2013 
Total 
£’000
Brian Wilkinson
1
167 17 3 42 40 269 –
George Materna 64 – 2 – – 66 85
Adrian Gunn 181 34 13 63 61 352 328
Tony Dyer 136 39 16 50 48 289 266
Keith Lewis 138 38 10 50 48 284 219
Ric Piper 52 – – – – 52 47
Stephen Burke 48 – – – – 48 47
Richard Bradford 47 – – – – 47 42
Rudi Kindts 43 – – – – 43 42
Andrew White
2
65 – 1 – – 66 49
Total 941 128 45 205 197 1,516 1,125
1 Appointed 2 December 2013.
2 Resigned 16 June 2014.
Directors’ Interests in Shares and Share Options
The Directors’ interests in the share capital of the Group at 31 July 2014 are shown below. There are no changes to this information as at 
the date of this report.
Director
Ordinary shares at 
31 July 2013 Change in year 
Ordinary shares at 
31 July 2014 
% of 
share capital
George Materna 7,877,405 (40,000) 7,837,405 31.4%
Andrew White
1
 1,093,032 (482,400) n/a n/a
Adrian Gunn 429,902 1,397 431,299 1.7%
Tony Dyer 308,995 965 309,960 1.2%
Keith Lewis 283,153 537 283,690 1.1%
Brian Wilkinson – 10,000 10,000 <0.1%
1  Andrew White held 610,632 shares at the date of his resignation.
Remuneration Committee’s Report continued Overview Strategic Report Governance Financial Statements
37 MATCHTECH GROUP   |   Annual Report 2014
Share Options and Deferred Share Bonus Options
Director
As at 31 July 
2013
Options 
granted
Options 
exercised
Options 
lapsed
As at 31 July 
2014
Date at which 
exercisable Expiry date
Brian Wilkinson
2014 LTIP – 24 January 2014 – 34,896 – – 34,896 24 January 2017 24 January 2024
Adrian Gunn
2010 DSBP – 18 January 2010 12,500 – – – 12,500 18 January 2012 4 February 2021
2012 LTIP – 31 January 2012 25,000 – – – 25,000 31 January 2015 31 January 2022
2013 LTIP – 31 January 2013 25,000 – – – 25,000 31 January 2016 31 January 2023
2013 DSBP – 31 January 2013 12,500 – – (4,375) 8,125 24 January 2015 31 January 2023
2013 DSBP – 31 January 2013 12,500 – – (4,375) 8,125 24 January 2016 31 January 2023
2014 LTIP – 24 January 2014 – 52,632 – – 52,632 24 January 2017 24 January 2024
Tony Dyer 
2010 DSBP – 18 January 2010 8,000 – (8,000) – – 18 January 2012 4 February 2021
2012 LTIP – 31 January 2012 16,000 – – – 16,000 31 January 2015 31 January 2022
2013 LTIP – 31 January 2013 16,000 – – – 16,000 31 January 2016 31 January 2023
2013 DSBP – 31 January 2013 8,000 – – (2,800) 5,200 24 January 2015 31 January 2023
2013 DSBP – 31 January 2013 8,000 – – (2,800) 5,200 24 January 2016 31 January 2023
2014 LTIP – 24 January 2014 – 34,450 – – 34,450 24 January 2017 24 January 2024
Keith Lewis
2010 DSBP – 18 January 2010 5,000 – (5,000) – – 18 January 2012 4 February 2021
2012 LTIP – 31 January 2012 10,000 – – – 10,000 31 January 2015 31 January 2022
2013 LTIP – 31 January 2013 16,000 – – – 16,000 31 January 2016 31 January 2023
2013 DSBP – 31 January 2013 8,000 – – (2,800) 5,200 24 January 2015 31 January 2023
2013 DSBP – 31 January 2013 8,000 – – (2,800) 5,200 24 January 2016 31 January 2023
2014 LTIP – 24 January 2014 – 34,450 – – 34,450 24 January 2017 24 January 2024
The IFRS 2 charge in the year for LTIPs, deferred bonus option and the VCP relating to the Executive Directors was £37 ,000 (2013: £nil) 
in respect of Brian Wilkinson, £92,000 (2013: £31,000) in respect of Adrian Gunn, £66,000 (2013: £20,000) in respect of Tony Dyer and 
£58,000 (2013: £17 ,000) in respect of Keith Lewis.
No Director had any other interest in the share capital of the Group or its subsidiaries, or exercised any share options during the year, other 
than as already disclosed.
On 31 July 2014, the closing market price of Matchtech Group plc ordinary shares was 582.5 pence. The highest and lowest prices of these 
shares during the year were 635.0 pence on 10 April 2014 and 416.5 pence on 5 September 2013 respectively, based on the London 
Stock Exchange Daily Official List.
Approval
This report was approved by the Committee, on behalf of the Board, on the date shown below and signed on its behalf by:
Stephen Burke
Chairman of the Remuneration Committee
14 October 2014 38 MATCHTECH GROUP   |   Annual Report 2014
Financial Statements 39 MATCHTECH GROUP   |   Annual Report 2014 40 MATCHTECH GROUP   |   Annual Report 2014 40
We have audited the financial statements of Matchtech Group 
plc for the year ended 31 July 2014 set out on pages 41 to 63. 
The financial reporting framework that has been applied in 
their preparation is applicable law and International Financial 
Reporting Standards (IFRSs) as adopted by the EU and, as 
regards the Parent Company financial statements, as applied 
in accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company’s members, as a 
body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006 and, in respect of the separate opinion 
in relation to the Directors’ Remuneration Report and 
reporting on corporate governance, on terms that have been 
agreed. 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, in 
respect of the separate opinion in relation to the Directors’ 
Remuneration Report and reporting on corporate governance, 
those matters that we have agreed to state to them in our 
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 Auditor
As explained more fully in the Directors’ Responsibilities 
Statement set out on page 25, the Directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. Our responsibility 
is to audit, and express an opinion on, the financial 
statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
Scope of the Audit of the Financial Statements
A description of the scope of an audit of financial statements 
is provided on the Financial Reporting Council’s website at 
www.frc.org.uk/auditscopeukprivate.
Opinion on Financial Statements
In our opinion:
• the financial statements give a true and fair view of the state 
of the Group’s and of the Parent Company’s affairs as at 31 
July 2014 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly 
prepared in accordance with IFRSs as adopted by the EU;
• the Parent Company financial statements have been 
properly prepared in accordance with IFRSs as adopted by 
the EU and as applied in accordance with the provisions of 
the Companies Act 2006;
• the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006.
Opinion on Other Matters Prescribed by the  
Companies Act 2006
In our opinion, the information given in the Strategic Report 
and Directors’ Report for the financial year for which the 
financial statements are prepared is consistent with the 
financial statements.
Matters on which we are Required to Report by Exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 and under the terms of our 
engagement we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the 
Parent Company, or returns adequate for our audit have 
not been received from branches not visited by us; or
• the Parent Company financial statements and the part of 
the Directors’ Remuneration Report which we were 
engaged to audit are not in agreement with the accounting 
records and returns; or
• certain disclosures of Directors’ remuneration specified by 
law are not made; or
• we have not received all the information and explanations 
we require for our audit.
William Smith (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Dukes Keep, Marsh Lane
Southampton, Hampshire
SO14 3EX
14 October 2014
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MA TCHTECH GROUP PLC 41 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
41
Note
2014 
£’000
Restated
2013 
£’000
Revenue 451,591 408,926
Cost of sales (406,609) (370,554)
GROSS PROFIT 2 44,982 38,372
Administrative expenses (32,024) (27,874)
PROFIT FROM OPERATIONS 3 12,958 10,498
Profit from operations before amortisation of acquired intangibles 13,621 10,698
Amortisation of acquired intangibles (663) (200)
Finance income – 180
Finance cost 5 (1,015) (782)
PROFIT BEFORE TAX 11,943 9,896
Income tax expense 8 (2,821) (2,361)
PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 9,122 7,535
EARNINGS PER ORDINARY SHARE
Note
2014 
pence
2013 
pence
Basic 9 37.0 32.0
Diluted 9 35.0 30.7
Statement of Comprehensive Income
for the year ended 31 July 2014
2014 
£’000
2013 
£’000
Profit for the year 9,122 7,535
OTHER COMPREHENSIVE INCOME
Exchange differences on translating foreign operations 120 (95)
OTHER COMPREHENSIVE INCOME FOR THE YEAR 120 (95)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 9,242 7,440
Consolidated Income Statement
for the year ended 31 July 2014 42 MATCHTECH GROUP   |   Annual Report 2014 42
A) Group
Share 
capital 
£’000 
Share 
premium 
£’000 
Merger
reserve 
£’000 
Share-based 
payment 
reserve 
£’000 
Translation 
of foreign 
operations 
£’000 
Retained 
earnings 
£’000 
Total 
£’000 
At 1 August 2012 234 3,128 224 885 64 23,113 27,648
Profit for the year – – – – – 7,535 7,535
Other comprehensive income – – – – (95) – (95)
Total comprehensive income – – – – (95) 7,535 7,440
Dividends paid in the year – – – – – (3,704) (3,704)
Deferred tax movement re share options – – – – – 223 223
IFRS 2 charge – – – 610 – – 610
IFRS 2 reserves transfer – – – (401) – 401 –
Shares issued 2 103 – – – – 105
Transactions with owners 2 103 – 209 – (3,080) (2,766)
At 31 July 2013 236 3,231 224 1,094 (31) 27,568 32,322
At 1 August 2013 236 3,231 224 1,094 (31) 27,568 32,322
Profit for the year – – – – – 9,122 9,122
Other comprehensive income – – – – 120 – 120
Total comprehensive income – – – – 120 9,122 9,242
Dividends paid in the year – – – – – (4,516) (4,516)
Deferred tax movement re share options – – – – – 109 109
IFRS 2 charge – – – 1,335 – – 1,335
IFRS 2 reserves transfer – – – (808) – 808 –
Shares issued 14 4,157 – – – – 4,171
Transactions with owners 14 4,157 – 527 – (3,599) 1,099
At 31 July 2014 250 7,388 224 1,621 89 33,091 42,663
Statement of Changes in Equity
for the year ended 31 July 2014 43 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
43
B) Company
Share 
capital 
£’000
Share 
premium 
£’000 
Share-based 
payment 
reserve 
£’000
Retained 
earnings 
£’000
Total 
£’000
At 1 August 2012 234 3,128 885 934 5,181
Profit and total comprehensive income for the year – – – 4,140 4,140
Dividends paid in the year – – – (3,704) (3,704)
IFRS 2 charge – – 610 – 610
IFRS 2 reserves transfer – – (401) 401 –
Shares issued 2 103 – – 105
Transactions with owners 2 103 209 (3,303) (2,989)
At 31 July 2013 236 3,231 1,094 1,771 6,332
At 1 August 2013 236 3,231 1,094 1,771 6,332
Profit and total comprehensive income for the year – – – 3,345 3,345
Dividends paid in the year – – – (4,516) (4,516)
IFRS 2 charge – – 1,335 – 1,335
IFRS 2 reserves transfer – – (808) 808 –
Shares issued 14 4,157 – – 4,171
Transactions with owners 14 4,157 527 (3,708) 990
At 31 July 2014 250 7,388 1,621 1,408 10,667  44 MATCHTECH GROUP   |   Annual Report 2014 44
Group Company
Note
2014 
£’000
2013 
£’000
2014 
£’000
2013
 £’000
NON-CURRENT ASSETS
Intangible assets 11 3,704 635 – –
Property, plant and equipment 12 1,328 1,744 – –
Investments 13 – – 3,403 2,068
Deferred tax asset 14 388 533 – –
Total Non-Current Assets 5,420 2,912 3,403 2,068
CURRENT ASSETS
Trade and other receivables 15 72,248 69,210 9,414 4,913
Cash and cash equivalents 569 857 39 39
Total Current Assets 72,817 70,067 9,453 4,952
TOTAL ASSETS 78,237 72,979 12,856 7,020
NON-CURRENT LIABILITIES
Provisions 16 (278) (278) – –
Total Non-Current Liabilities (278) (278) – –
CURRENT LIABILITIES
Trade and other payables 17 (30,112) (27,800) (2,189) (688)
Current tax liability (1,506) (1,229) – –
Bank loans and overdrafts 22 (3,678) (11,350) – –
Total Current Liabilities (35,296) (40,379) (2,189) (688)
TOTAL LIABILITIES (35,574) (40,657) (2,189) (688)
NET ASSETS 42,663 32,322 10,667 6,332
EQUITY
Called-up equity share capital 20 250 236 250 236
Share premium account 7,388 3,231 7,388 3,231
Merger reserve 224 224 – –
Share-based payment reserve 1,621 1,094 1,621 1,094
Translation of foreign operations 89 (31) – –
Retained earnings 33,091 27,568 1,408 1,771
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 42,663 32,322 10,667 6,332
These financial statements were approved by the Board of Directors on 14 October 2014, and signed on their behalf by:
Tony Dyer
Chief Financial Officer
Statements of Financial Position
for the year ended 31 July 2014 45 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
45
Group Company
2014 
£’000
2013 
£’000
2014 
£’000
2013
 £’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit after taxation 9,122 7,535 3,345 4,140
Adjustments for:
Depreciation and amortisation 1,385 816 –
Loss/(profit) on disposal of property, plant and equipment 18 (4) – –
Interest income – (180) – –
Interest expense 1,015 782 – –
Taxation expense recognised in profit and loss 2,821 2,361 – –
Increase in trade and other receivables (1,896) (6,574) (4,501) (1,337)
Increase in trade and other payables 1,906 5,975 1,501 688
Unrealised foreign exchange gains – 178 – –
Share-based payment charge 1,335 610 – –
Investment income – – (4,500) (3,704)
Cash generated from operations 15,706 11,499 (4,155) (213)
Interest paid (642) (732) – –
Income taxes paid (2,809) (2,296) – –
NET CASH FROM OPERATING ACTIVITIES 12,255 8,471 (4,155) (213)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant and equipment (293) (484) – –
Purchase of intangible assets (10) (418) – –
Proceeds from the sale of plant and equipment 19 41 – –
Interest received – 2 – –
Dividend received – – 4,500 3,704
NET CASH USED IN INVESTING ACTIVITIES (284) (859) 4,500 3,704
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 4,171 105 4,171 105
Acquisitions net of cash received (4,170) – – –
Dividends paid (4,516) (3,704) (4,516) (3,704)
NET CASH USED IN FINANCING (4,515) (3,599) (345) (3,599)
Effects of exchange rates on cash and cash equivalents 20 18 – –
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 7,476 4,031 – (108)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (10,585) (14,616) 39 147
CASH AND CASH EQUIVALENTS AT END OF YEAR (3,109) (10,585) 39 39
CASH AND CASH EQUIVALENTS
Cash 569 857 39 39
Bank overdrafts (332) (67) – –
Working capital facility used (3,346) (11,375) – –
CASH AND CASH EQUIVALENTS IN CASH FLOW STATEMENTS (3,109) (10,585) 39 39
Consolidated Cash Flow Statement
for the year ended 31 July 2014 46 MATCHTECH GROUP   |   Annual Report 2014 46
1	 	T h e	G r o u p	a n d	Co m p a n y	s i g n i fi c a n t	a c c o u n t i n g	p o l i c i e s
i The business and address of the Group
Matchtech Group plc is a human capital resources business dealing with contract and permanent recruitment in the Private and 
Public Sectors. The Company is incorporated in the United Kingdom. The Group’s address is: Matchtech Group plc, 1450 
Parkway, Whiteley, Fareham PO15 7AF.
i i	B a s i s	o f	p r e p a r a t i o n	o f	t h e	fi n a n c i a l	s t a t e m e n t s
The financial statements have been prepared in accordance with applicable International Financial Reporting Standards as 
adopted by the European Union (EU) and which are effective at 31 July 2014.
These financial statements have been prepared under the historical cost convention. The accounting policies have been 
applied consistently throughout both the Group and the Company for the purposes of preparation of these financial 
statements. A summary of the principal accounting policies of the Group are set out below.
iii Going concern
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate regard for 
the current macroeconomic environment and the particular circumstances in which the Group operates. These were prepared 
with reference to historic and current industry knowledge, taking future strategy of the Group into account. As a result, at the 
time of approving the financial statements, the Directors consider that the Company and the Group have sufficient resources to 
continue in operational existence for the foreseeable future, and accordingly, that it is appropriate to adopt the going concern 
basis in the preparation of the financial statements. As with all business forecasts, the Directors cannot guarantee that the 
going concern basis will remain appropriate given the inherent uncertainty about future events.
iv New standards and interpretations
There are no new standards and amendments to existing standards applicable for the period ending 31 July 2014.
New standards in issue, not yet effective
Standard
Effective date  
(Annual periods beginning on or after)
IAS 27 Separate Financial Statements 1 January 2014
IAS 28 Associates and Joint Ventures 1 January 2014
IFRS 10 Consolidated Financial Statements 1 January 2014
IFRS 11 Joint Arrangements 1 January 2014
IFRS 12 Disclosure of Interests in Other Entities 1 January 2014
IFRS improvements Various Various
Based on the Group’s current business model and accounting policies, the Directors do not expect material impacts on the 
figures in the Group’s financial statements when the interpretations become effective.
The Group does not expect to apply any of these pronouncements early.
v Basis of consolidation
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to the 
Statement of Financial Position date. Subsidiaries are entities over which the Group has power to control the financial and 
operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through voting rights.
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value 
of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of 
whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the 
assets and liabilities of the subsidiary are included in the Group Statement of Financial Position at their fair values, which are 
also used as the basis for subsequent measurement in accordance with Group accounting policies.
Transactions between Group companies are eliminated on consolidation.
vi Revenue
Revenue is measured by reference to the fair value of consideration received or receivable by the Group for services provided, 
excluding VAT and trade discounts. Revenue on temporary placements is recognised upon receipt of a client approved 
timesheet or equivalent. Revenue from permanent placements, which is based on a percentage of the candidate’s 
remuneration package, is recognised when candidates commence employment, at which point it is probable that the economic 
benefits associated with the transaction will be transferred. Fees for the provision of engineering services are recognised on 
completion of work performed in accordance with customer contracts. Other fees are recognised on confirmation from the 
client committing to the agreement.
Notes
forming part of the financial statements 47 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
47
vii Property, plant and equipment
Property, plant and equipment is stated at cost, net of depreciation and any provision for impairment.
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life 
of that asset. Depreciation is charged per annum as follows:
Motor vehicles 25.0% Reducing balance
Computer equipment 25.0% Straight-line
Office equipment 12.5% Straight-line
Leasehold improvements Over the period of the lease term
Residual value estimates are updated as required, but at least annually, whether or not the asset is revalued.
viii Intangible assets
Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the fair value of the consideration given for a 
business over the Company’s interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the 
acquiree. Goodwill is stated at cost less accumulated impairment.
Goodwill is allocated to cash-generating units and is not amortised, but is tested at least annually for impairment. For the 
purpose of impairment testing, goodwill acquired in a business acquisition is allocated to each of the cash generating units 
(CGUs), or groups of CGUs that is expected to benefit from the synergies of the combination. Each unit or group of units to 
which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal 
management purposes. Goodwill is monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a 
potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in 
use and fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. 
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Software licences
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the 
specific software. These costs are amortised using the straight-line method to allocate the cost of the software licences over 
their useful lives of between 2 and 5 years. Software licences are stated at cost less accumulated amortisation.
Other Intangibles
Acquired customer relationships
Acquired customer relationships comprise principally of existing customer relationships which may give rise to future orders 
(customer relationships), and existing order books (backlog orders). Acquired customer relationships are recognised at fair 
value at the acquisition date and have a finite useful life. Amortisation of customer relationships is amortised in line with the 
expected cash flows. Acquired customer relationships are stated at cost less accumulated amortisation and impairment. 
Backlog orders are recognised at fair value at the acquisition date and amortised in line with the expected cash flows. Backlog 
orders are stated at cost less accumulated amortisation and impairment.
Trade names and trademarks
Trade names and trademarks have arisen on the consolidation of recently acquired businesses and are recognised at fair value 
at the acquisition date. Where trade names and trademarks are considered to have a finite useful life, amortisation is 
calculated using the straight-line method to allocate the cost of trade names and trademarks over their estimated useful lives. 
Where trade names and trademarks are considered to have an indefinite useful life, they are not subject to amortisation; they 
are tested annually for impairment and when there are indications that the carrying value may not be recoverable, as detailed 
within the impairment of non-financial assets section below. Trade names and trademarks are stated at cost less accumulated 
amortisation and impairment.
Other
Other intangible assets acquired by the Group and have a finite life useful lives are measured at cost less accumulated 
amortisation and accumulated losses. Amortisation of intangible assets is recognised in the income statement under 
administrative expenses. Provision is made against the carrying value of intangible assets where an impairment in value is 
deemed to have occurred. Impairment losses are recognised in the income statement under administrative expenses.
ix Disposal of assets
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the 
carrying amount of the asset and is recognised in the income statement.
x Operating lease agreements
Rentals applicable to operating leases are charged against profits on a straight-line basis over the lease term. Lease incentives 
are spread over the term of the lease. 48 MATCHTECH GROUP   |   Annual Report 2014 48
1	 	T h e	G r o u p	a n d	Co m p a n y	s i g n i fi c a n t	a c c o u n t i n g	p o l i c i e s	continued
xi Taxation
Current tax is the tax currently payable based on taxable profit for the year.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided 
on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not 
provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related 
transaction is a business combination or affects tax or accounting profit.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is 
probable that the underlying deductible temporary differences will be able to offset against future taxable income. Current 
and 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 Statement of Financial Position date.
Deferred tax on temporary differences associated with shares in subsidiaries is not provided if these temporary differences can 
be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except 
where they relate to items that are charged or credited directly to equity (such as share-based payments) in which case the 
related deferred tax is also charged or credited directly to equity.
xii Pension costs
The Company operates a defined contribution pension scheme for employees. The assets of the scheme are held separately 
from those of the Company. The contributions payable are charged to the income statement as they accrue.
xiii Share-based payment
The transitional arrangements of IFRS 1 have been applied to all grants of equity instruments after 7 November 2002 that were 
unvested at 1 August 2006. All share-based remuneration is ultimately recognised as an expense in the income statement with 
a corresponding credit to ‘share-based payment reserve’. All goods and services received in exchange for the grant of any 
share-based remuneration are measured at their fair values. Fair values of employee services are indirectly determined by 
reference to the fair value of the share options awarded. Their value is appraised at the grant date and excludes the impact of 
non-market vesting conditions (for example, profitability and sales growth targets).
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the 
best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any 
indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior 
to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share 
options ultimately exercised are different to that estimated on vesting. Upon exercise of share options, proceeds received net 
of attributable transaction costs are credited to share capital and share premium.
The Company is the granting and settling entity in the Group share-based payment arrangement where share options are 
granted to employees of its subsidiary companies. The Company recognises the share-based payment expense as an increase 
in the investment in subsidiary undertakings.
The Group operates a Share Incentive Plan (SIP) which is HMRC approved, and enables employees to purchase Company shares 
out of pre-tax salary. For each share purchased the Company grants an additional share at no cost to the employee. The 
expense in relation to these ‘free’ shares is recorded as employee remuneration and measured at fair value of the shares 
issued as at the date of grant.
xiv Business combinations completed prior to date of transition to IFRS
The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations prior to 1 August 2006.
Accordingly the classification of the combination (merger) remains unchanged from that used under UK GAAP. Assets and 
liabilities are recognised at date of transition if they would be recognised under IFRS, and are measured using their UK GAAP 
carrying amount immediately post-acquisition as deemed cost under IFRS, unless IFRS requires fair value measurement. 
Deferred tax is adjusted for the impact of any consequential adjustments after taking advantage of the transitional provisions.
xv Financial assets
All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial 
assets are recognised at fair value plus transaction costs.
In the Company financial statements, investment in the subsidiary company is measured at cost, and provision made where an 
impairment value is deemed to have occurred.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active 
market. Trade receivables are classified as loans and receivables. Loans and receivables are measured subsequent to initial 
recognition at amortised cost using effective interest method, less provision for impairment. Any change in their value through 
impairment or reversal of impairment is recognised in the income statement.
Notes continued
forming part of the financial statements 49 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
49
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all 
amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as 
the difference between the asset’s carrying amount and the present value of estimated future cash flows.
A financial asset is derecognised only where the contractual rights to cash flows from the asset expire or the financial asset is 
transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the 
cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset 
but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred 
qualifies for derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the 
Group neither retains nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset.
Trade receivables subject to the invoice discounting facility are recognised in the Statement of Financial Position until they are 
settled by the customer.
Trade receivables subject to factoring arrangements are derecognised in the Statement of Financial Position when the Group 
has transferred its rights to receive cash flows from the receivables; and either the Group has transferred substantially all of 
the risks and rewards of the ownership of the receivables, or the Group has neither transferred nor retained substantially all of 
the risks and rewards, but has transferred control of the assets.
xvi Financial liabilities
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to 
the contractual provisions of the instrument and comprise trade and other payables and bank loans. Financial liabilities are 
recorded initially at fair value, net of direct issue costs and are subsequently measured at amortised cost using the effective 
interest rate method.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or 
cancelled or expires.
xvii Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, on demand deposits and bank overdrafts.
xviii Dividends
Dividend distributions payable to equity shareholders are included in ‘other short-term financial liabilities’ when the dividends 
are approved in general meeting prior to the balance sheet date.
xix Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date. 
Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of 
the transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange 
rates at the date when the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from 
those at which they were initially recorded are recognised in the profit or loss in the period in which they arise.
The assets and liabilities in the financial statements of foreign subsidiaries are translated at the rate of exchange ruling at the 
Statement of Financial Position date. Income and expenses are translated at the actual rate. The exchange differences arising 
from the retranslation of the opening net investment in subsidiaries are taken directly to ‘Translation of foreign operations’ in 
equity. On disposal of a foreign operation the cumulative translation differences are transferred to the income statement as 
part of the gain or loss on disposal.
As permitted by IFRS 1, the balance on the cumulative translation adjustment on retranslation of subsidiaries’ net assets has 
been set to zero at the date of transition to IFRS.
xx Equity
Equity comprises the following:
• ‘Share 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.
• ‘Share-based payment reserve’ represents equity-settled share-based employee remuneration until such share options are 
exercised.
• ‘Merger reserve’ represents the equity balance arising on the merger of Matchtech Engineering and Matchmaker Personnel.
• ‘Translation of foreign operations’ represents the foreign currency differences arising on translating foreign operations into 
the presentational currency of the Group.
• ‘Retained earnings’ represents retained profits. 50 MATCHTECH GROUP   |   Annual Report 2014 50
1	 	T h e	G r o u p	a n d	Co m p a n y	s i g n i fi c a n t	a c c o u n t i n g	p o l i c i e s	continued
x x i	S i g n i fi c a n t	a c c o u n t i n g	e s t i m a t e s	a n d	j u d g e m e n t s
Estimates and assumptions concerning the future and judgements are made in the preparation of the financial statements. 
They affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, 
and disclosures made. They are assessed on an ongoing basis and are based on experience and relevant factors, including 
expectations of future events that are believed to be reasonable under the circumstances.
C r i t ica l	ju d g em en t s
The judgements made which, in the opinion of the Directors, are critical in drawing up the financial statements are as follows:
Invoice discounting facility
The terms of this arrangement are judged to be such that the risk and rewards of ownership of the trade receivables do not 
pass to the finance provider. As such the receivables are not derecognised on draw-down of funds against this facility. This 
facility is recognised as a liability for the amount drawn.
Factoring arrangements
In the event of sale of receivables and factoring, the Group derecognises receivables when the Group has given up control or 
continuing involvement.
The Group derecognises receivables in case of sale and factoring when the Group has transferred its rights to receive cash 
flows from the receivables; and either the Group has transferred substantially all of the risks and rewards of the ownership of 
the receivables, or the Group has neither transferred nor retained substantially all of the risks and rewards, but has transferred 
control of the assets.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the Statement of Financial 
Position date are discussed below. These are included for completeness, although it is the Directors’ view that none of these 
have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial 
year.
Estimated useful lives of property, plant and equipment
The cost of equipment is depreciated on a straight-line basis and the cost of motor vehicles is depreciated on a reducing 
balance basis over their useful lives. Management estimates the useful lives of property, plant and equipment to be within 2 
and 8 years. These are common life expectancies applied in the industry in which the Group operates. Changes in the expected 
level of usage and technological development could impact the economic useful lives and the residual values of these assets, 
therefore future depreciation charges could be revised.
Impairment loss of trade and other receivables
The Group’s policy for doubtful receivables is based on the ongoing evaluation of the collectability and ageing analysis of the 
trade and other receivables and on management’s judgements. Considerable judgement is required in assessing the ultimate 
realisation of these receivables, including the current creditworthiness and the past collection history of each debtor. If the 
financial conditions of the Group’s receivables were to deteriorate, resulting in an impairment of their ability to make 
payments, additional impairment loss of trade and other receivables may be required. The carrying amounts of these assets are 
shown in Note 15.
Intangibles
The Group determines whether goodwill and other intangible assets (including acquired intangibles) are impaired on an annual 
basis or otherwise when changes in events or situations indicate that the carrying value may not be recoverable. This requires 
an estimation of the recoverable amount of the cash-generating unit to which the assets are allocated. Consideration is given 
to the future cash flows of each cash-generating unit and the discount rate applied to calculate the present value of those 
cash flows.
Restatement of prior period comparatives
Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from 
those at which they were initially recorded are recognised in finance costs or finance income. In previous periods these costs 
have been recognised within administrative expenses. The comparative figures have been restated to be consistent with the 
current year policy which has resulted in an increase in administrative costs in the year to 31 July 2013 of £178,000 with 
a corresponding increase to interest income.
Notes continued
forming part of the financial statements 51 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
51
2  Segmental information
The chief operating decision maker, as defined in IFRS 8, has been identified as the Board of Directors of Matchtech Group plc. 
The information reported below is consistent with the reports regularly provided to the Board of Directors.
Reportable segments
2014
All amounts in £’000 Engineering
Professional 
Services
Group 
Total
Revenue 311,602 139,989 451,591
Gross profit 27,077 17,905 44,982
Profit from operations 10,548 2,410 12,958
Finance cost, net (649) (366) (1,015)
Profit before tax 9,899 2,044 11,943
Depreciation and amortisation 432 953 1,385
Segment net assets 59,295 11,046 70,341
Unallocated net liabilities (27,678)
Total net assets 42,663
2013
Restated
All amounts in £’000 Engineering
Professional 
Services
Group 
Total
Revenue 293,524 115,402 408,926
Gross profit 23,919 14,453 38,372
Profit from operations 8,916 1,582 10,498
Finance cost, net (405) (197) (602)
Profit before tax 8,511 1,385 9,896
Depreciation and amortisation 572 244 816
Segment net assets 48,705 19,148 67,853
Unallocated net liabilities (35,531)
Total net assets 32,322
A segmental analysis of total assets has not been included as this information is not available to the board; the majority of 
assets are centrally held and are not allocated across the reportable segments. Only trade receivables are reported by segment 
and as such they are included as segment net assets above. Unallocated net liabilities include non-current assets, other 
receivables, cash and cash equivalents and current liabilities.
Geographical information
United Kingdom Germany Total
All amounts in £’000 2014
Restated
2013 2014
Restated
2013 2014
Restated
2013
Revenue 448,772 405,629 2,819 3,297 451,591 408,926
Gross profit 44,307 37,560 675 812 44,982 38,372
Operating profit/(loss) 13,119 10,726 (161) (228) 12,958 10,498
Finance cost, net (803) (724) (212) 122 (1,015) (602)
Profit/(loss) before tax 12,316 10,002 (373) (106) 11,943 9,896
Depreciation and amortisation 1,380 811 5 5 1,385 816
Non-current assets 5,141 2,625 1 9 5,142 2,634
Net current assets/(liabilities) 38,840 30,750 (1,319) (1,062) 37,521 29,688
Total net assets/(liabilities) 43,981 33,375 (1,318) (1,053) 42,663 32,322
Revenue and non-current assets are allocated to the geographic market based on the domicile of the respective subsidiary. 
Included within UK revenues is cross-border revenues of £13,667,000 (2013: £5,171,000). 52 MATCHTECH GROUP   |   Annual Report 2014 52
2  Segmental information continued
Largest customers
During the year revenues of £35,287,000 (2013: £54,853,000) were generated from sales to the Group’s largest client and 
its business process outsourcer. The majority of this revenue is included in the Engineering segment.
No single client contributed more than 10% of the Group’s revenues.
3	 P r o fi t	f r o m	o p e r a t i o n s
2014 
£’000
2013 
£’000
Profit from operations is stated after charging/(crediting):
Depreciation 591 535
Amortisation of acquired intangibles 663 200
Amortisation of software licences 131 81
Loss/(profit) on disposal of property, plant and equipment 18 (4)
Auditor’s remuneration: – fees payable for the audit of the Parent Company financial statements 10 10
– fees payable for the audit of the Subsidiary Company financial statements 77 63
– non-audit services: taxation 48 37
other services pursuant to legislation 6 11
Operating lease costs: – plant and machinery 197 172
– land and buildings 787 756
Share-based payment charge 1,335 610
Net loss/(profit) on foreign currency translation 280 (177)
Acquisition costs 72 –
Restructuring costs – 425
Restructuring costs consist of non-recurring management and staff costs incurred during the reorganisation of the Group into 
two business units.
4  Particulars of employees
The average number of staff employed by the Group during the financial year amounted to:
2014
 No.
2013 
No.
Selling 305 273
Administration 111 106
Directors 10 9
Total 426 388
The aggregate payroll costs of the above were:
2014
 £’000
2013 
£’000
Wages and salaries 19,491 17,418
Social security costs 2,221 1,878
Other pension costs 542 396
Total 22,254 19,692
Disclosure of the remuneration of key management personnel, as required by IAS 24, is detailed below. Disclosure of the 
remuneration of the statutory Directors is further detailed in the audited part of the Remuneration Report on pages 32 to 37.
2014
 £’000
2013 
£’000
Short-term employee benefits 1,534 1,437
Post employment benefits 77 59
Share-based payments 461 228
Total 2,072 1,724
5  Finance costs
2014
 £’000
2013 
£’000
Bank interest payable 642 732
Amortisation of capitalised finance costs 92 50
Foreign currency exchange differences 281 –
Total 1,015 782
Notes continued
forming part of the financial statements 53 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
53
6  Dividends
2014
 £’000
2013 
£’000
Equity dividends paid during the year at 18.26 pence per share (2013: 15.75 pence) 4,516 3,704
Equity dividends proposed after the year end (not recognised as a liability) at 14.59 pence per share (2013: 10.6 pence) 3,642 3,170
A dividend will be declared from Matchtech Group (Holdings) Limited prior to the payment of the proposed dividend above.
7		 P a r e n t	Co m p a n y	p r o fi t
2014 
£’000
2013 
£’000
The amount of profit dealt with in the accounts of the Company is 3,345 4,140
The Company has taken advantage of the exemption in S408 of the Companies Act 2006 not to present the Parent Company’s 
income statement.
8  Income tax
2014 
£’000
2013 
£’000
Current tax: UK corporation tax 2,936 2,481
Prior year under/(over) provision 79 (30)
3,015 2,451
Deferred tax (note 14) (194) (90)
Income tax expense 2,821 2,361
UK corporation tax has been charged at 22.3% (2013: 23.7%).
The charge for the year can be reconciled to the profit as per the income statement as follows:
2014 
£’000
2013 
£’000
Profit before tax 11,943 9,896
Profit before tax multiplied by the standard rate of corporation tax in the UK of 22.3% (2013: 23.7%) 2,663 2,345
Expenses not (chargeable)/deductible for tax purposes (3) 73
Enhanced R&D tax relief – (62)
Adjustments to tax charge in respect of previous periods 79 (30)
Overseas losses not provided for 82 35
Total tax charge for period 2,821 2,361
Tax charge recognised directly in equity:
2014 
£’000
2013 
£’000
Deferred tax recognised directly in equity 109 223
Total tax recognised directly in equity 109 223
Reductions in the UK corporation tax rate to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) were 
substantively enacted on 2 July 2013. This will reduce the Group’s future current tax charge accordingly. The deferred tax asset 
at 31 July 2014 has been calculated using a UK corporation tax rate of 20%. 54 MATCHTECH GROUP   |   Annual Report 2014 54
9 Earnings per share
Earnings per share has been calculated by dividing the consolidated profit after taxation attributable to ordinary shareholders 
by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share has been calculated on the same basis as above, except that the weighted average number of ordinary 
shares that would be issued on the conversion of all the dilutive potential ordinary shares (arising from the Group’s share option 
schemes) into ordinary shares has been added to the denominator. There are no changes to the profit (numerator) as a result of 
the dilutive calculation. The number of dilutive shares has increased significantly due to the issue of new share options in 
the current year.
The earnings per share information has been calculated as follows:
2014
 £’000
2013 
 £’000
Profit after tax attributable to ordinary shareholders 9,122 7,535
2014
’000s
2013 
’000s
Weighted average number of ordinary shares in issue 24,655 23,525
Effect of dilutive potential ordinary shares 1,418 987
Total 26,073 24,512
2014
 pence
2013 
pence
Earnings per ordinary share – basic 37.0 32.0
– diluted 35.0 30.7
10 Acquisition
The Group completed the acquisition of the entire ordinary share capital of Application Services Limited, trading as Provanis, 
on 6 September 2013, for a total cash consideration of £4,296,000. Provanis is a technology recruitment business with niche 
expertise within the Oracle Applications marketplace which will complement the Group’s technology business, Connectus, 
and will broaden the Group’s capability in the global ERP recruitment market.
The consideration of £4,047,000 was paid on completion date with a further £249,000 In December 2013.
The acquisition had the following effect on the Group’s assets and liabilities:
Net assets 
acquired
£’000
Fair value 
adjustments
£’000
Fair  
value
£’000
Intangible assets – 2,242 2,242
Fixed assets 4 – 4
Cash 126 – 126
Trade and other receivables 1,141 – 1,141
Trade and other payables (328) – (328)
Deferred tax liability – (448) (448)
Current tax liability (294) 210 (84)
Total 649 2,004 2,653
Goodwill 1,643
Consideration paid 4,296
The fair value of the acquired tangible assets is equivalent to their book values.
Intangible assets have been identified relating to the candidate database, customer relationships, order backlog and 
trademarks, all intangible assets have been recognised at fair value. Goodwill represents expected synergies from combining 
operations of the acquiree and acquirer, the employees of Provanis and intangibles that do not qualify for separate recognition.
Adjustments to the fair values have been made since the provisional fair values were reported at 31 January 2014. These 
adjustments have been made within the measurement period to reflect the deferred tax liability arising on identifiable 
intangible assets and a current tax asset relating to the exercise of share options immediately prior to acquisition.
Amortisation of intangible assets is on a straight-line basis, with exception of the customer relationships which are amortised 
in line with expected cash flows for that period.
Notes continued
forming part of the financial statements 55 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
55
The Group incurred costs of acquisition of £72,000 for external legal fees, stamp duty and due diligence costs. These costs 
have been recognised in administrative expense in the Group’s Consolidated Income Statement.
In the period between the acquisition and 31 July 2014 the Group benefited from £13,157,000 of revenue from Provanis, gross 
profit of £1,820,000 and profit after amortisation of intangibles of £276,000. If the acquisition had occurred on 1 August 2013, 
the Group would have benefited from revenue of £14,473,000, gross profit of £987,000 and profit from operations after 
amortisation of £341,000. The amortisation of intangibles was £579,000.
11 Intangible assets
Group
Goodwill 
£’000
Acquired 
intangibles 
£’000
Software 
licences 
£’000
Other 
£’000
Total 
£’000
COST At 1 August 2012 – – 555 400 955
Additions – – 418 – 418
At 1 August 2013 – – 973 400 1,373
Additions – – (22) – (22)
Acquisitions 1,643 2,242 – – 3,885
At 31 July 2014 1,643 2,242 951 400 5,236
AMORTISATION At 1 August 2012 – – 341 116 457
Charge for the year – – 81 200 281
At 1 August 2013 – – 422 316 738
Charge for the year – 579 131 84 794
At 31 July 2014 – 579 553 400 1,532
NET BOOK VALUE At 31 July 2013 – – 551 84 635
At 31 July 2014 1,643 1,663 398 – 3,704
Goodwill arising on business combinations is reviewed and tested on an annual basis or more frequently if there is indication 
that goodwill might be impaired.
Goodwill has been tested for impairment by comparing the carrying amount of each cash-generating unit (CGU), including 
goodwill, with the recoverable amount.
The recoverable amounts of the CGUs are determined from value-in-use calculations.
The key assumptions for the value-in-use calculations are as follows:
Profit from operations: The profit from operations is based on the latest 1 year forecast approved by the Group’s Board of 
Directors which was prepared using expectations of revenue and operating cost growth.
Discount rates: The pre-tax rate that was used to discount the forecast cash flows was 12.5% reflecting the Group’s 
weighted average cost of capital (WACC).
Growth rates: The long-term growth rates are based on management forecasts which are consistent with external 
sources at an average growth rate of 2.5%.
Impairment reviews are performed at the year end by comparing the carrying value of goodwill with the recoverable amount of 
the CGUs to which goodwill has been allocated.
The impairment review determined that there has been no impairment to any of the CGUs. Sensitivity analysis has been 
performed in assessing recoverable amounts of goodwill. The sensitivity analysis shows no impairment would arise under each 
scenario for any of the CGUs.
Amortisation is charged through administrative expenses in the profit and loss account. 56 MATCHTECH GROUP   |   Annual Report 2014 56
12 Property, plant and equipment
Group
Motor 
vehicles 
£’000
Office 
equipment 
£’000
Leasehold 
improvements 
£’000
Computer 
equipment 
£’000
Total 
£’000
COST At 1 August 2012 1,691 1,564 649 1,079 4,983
Additions 182 30 57 215 484
Disposals (161) – – – (161)
At 1 August 2013 1,712 1,594 706 1,294 5,306
Additions – 8 221 60 289
Acquisitions – – 4 – 4
Disposals (539) – (108) – (647)
At 31 July 2014 1,173 1,602 823 1,354 4,952
DEPRECIATION At 1 August 2012 1,016 1,244 117 774 3,151
Charge for the year 191 98 106 140 535
Released on disposal (124) – – – (124)
At 1 August 2013 1,083 1,342 223 914 3,562
Charge for the year 154 165 107 165 591
Released on disposal (469) – (60) – (529)
At 31 July 2014 768 1,507 270 1,079 3,624
NET BOOK VALUE At 31 July 2013 629 252 483 380 1,744
At 31 July 2014 405 95 553 275 1,328
Included within leasehold improvements is a cost of £215,000 relating to the dilapidations provision (note 16).
There were no capital commitments as at 31 July 2014 or 31 July 2013.
13 Investments
Company
2014
 £’000
2013 
£’000
Investment in Group companies at 1 August 2,068 1,458
Movement in investment in Group companies 1,335 610
Investment in Group companies at 31 July 3,403 2,068
Subsidiary undertakings
Company Country of incorporation Share class % held Main activities
Matchtech Group (Holdings) Limited United Kingdom Ordinary 100% Non-trading
Matchtech Group Management Company Limited United Kingdom Ordinary 69% Non-trading
Matchtech Group (UK) Limited United Kingdom Ordinary 99.998% Provision of recruitment consultancy
Matchtech Engineering Limited United Kingdom Ordinary 100% Non-trading
Matchmaker Personnel Limited United Kingdom Ordinary 100% Non-trading
Barclay Meade Limited United Kingdom Ordinary 100% Provision of recruitment consultancy
Alderwood Education Limited United Kingdom Ordinary 100% Provision of recruitment consultancy 
elemense Limited United Kingdom Ordinary 100% Provision of recruitment consultancy
Connectus Technology Limited United Kingdom Ordinary 100% Provision of recruitment consultancy
Connectus Recruitment Limited United Kingdom Ordinary 100% Non-trading
Matchtech GmbH Germany Ordinary 100% Provision of recruitment consultancy
Matchtech BV Netherlands Ordinary 100% Non-trading
Matchtech Engineering Inc USA Ordinary 100% Non-trading
Application Services Limited United Kingdom Ordinary 100% Provision of recruitment consultancy
Provanis Limited United Kingdom Ordinary 100% Non-trading
Notes continued
forming part of the financial statements 57 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
57
All holdings are indirect except Matchtech Group (Holdings) Limited and Matchtech GmbH.
Matchtech Group Management Company Limited has been consolidated under the Special Purpose Entity rules within 
International Accounting Standards. Although senior management of the Group hold a number of shares in Matchtech Group 
Management Company Limited, this entity is considered to be a special purpose entity and as such these shares are considered 
own shares held. No separate reserve is shown as the amounts held are immaterial.
14 Deferred tax
The deferred tax asset is represented by:
Group
2014 
£’000
2013 
£’000
Temporary difference on share-based payments
At 1 August 533 220
Acquisitions (448) –
Recognised in income 194 90
Recognised in equity 109 223
At end of year 388 533
The rate of UK corporation tax applied to deferred tax calculations is 20% (2013: 20%).
15 Trade and other receivables
Group Company
2014 
£’000
2013 
£’000
2014 
£’000
2013 
£’000
Trade receivables 70,341 67,853 – –
Amounts owed by Group companies – – 9,414 4,913
Other receivables 1,050 433 – –
Prepayments 857 924 – –
Total 72,248 69,210 9,414 4,913
The amounts due from Group undertakings in the Company Statement of Financial Position are considered to approximate to 
fair value.
Days sales outstanding at the year end based upon the preceding 3 months’ revenue were 45.9 days (2013: 48.9 days). The 
allowance for doubtful debts has been determined by reference to previous experience and management assessment of debts.
The Directors consider that the carrying amount of trade and other receivables approximates to the fair value.
Included in the Group’s trade receivable balance are debtors with a carrying amount of £8,297,000 (2013: £6,037,000) which 
are past due at the reporting date for which the Group has not provided as the Directors do not believe there has been a 
significant change in credit quality and consider the amounts to be recoverable in full. The Group does not hold any collateral 
over these balances.
The Group uses a third party credit scoring system to assess the creditworthiness of potential new customers before accepting 
them. Credit limits are defined by customer based on this information. All customer accounts are subject to review on a regular 
basis by senior management and actions are taken to address debt ageing issues.
The Directors believe that there is no requirement for further provision over and above the allowance for doubtful debts.
Ageing of past due but not impaired trade receivables:
Group
2014 
£’000
2013 
£’000
0–30 days 7,264 4,845
30–60 days 999 808
60–90 days 34 372
90+ days – 12
Total 8,297 6,037 58 MATCHTECH GROUP   |   Annual Report 2014 58
15 Trade and other receivables continued
Movement in the allowance for doubtful debts:
Group
2014
 £’000
2013 
£’000
Balance at the beginning of the year 585 260
Impairment losses (reversed)/recognised (285) 325
Balance at the end of the year 300 585
Ageing of impaired trade receivables:
Group
2014
 £’000
2013 
£’000
Not past due at reporting date – –
0–30 days – 5
30–60 days 8 11
60–90 days 91 60
90+ days 201 509
Total 300 585
16 Provisions
Group
2014
 £’000
2013 
£’000
Balance at start and end of year 278 278
Non-current – –
Current 278 278
278 278
The above provision relates to a dilapidations provision based on the requirement to return leased buildings to their original 
condition at the end of the lease term. The provision relates to 5 offices held under lease arrangements that expire between August 
2016 and June 2017. The Group annually assesses the lease obligation and provides for onerous leases as required by IAS 37.
17 Trade and other payables
Group Company
2014
 £’000
2013 
£’000
2014
 £’000
2013 
£’000
Trade payables 10 – – –
Amounts owed to Group companies – – 2,189 688
Taxation and social security 5,280 6,636 – –
Contractor wages creditor 21,108 17,469 – –
Accruals and deferred income 3,405 3,031 – –
Other payables 309 664 – –
Total 30,112 27,800 2,189 688
1 8		 F i n a n c i a l	a s s e t s	a n d	l i a b i l i t i e s	s t a t e m e n t	o f	fi n a n c i a l	p o s i t i o n	c l a s s i fi c a t i o n
The carrying amount of the Group’s financial assets and liabilities as recognised at the Statement of Financial Position date of 
the reporting periods under review may also be categorised as follows:
Financial assets are included in the Statement of Financial Position within the following headings:
Group Company
2014
 £’000
2013 
£’000
2014
 £’000
2013 
£’000
Trade and other receivables
– Loan and receivables 71,391 68,286 9,414 4,913
Cash and cash equivalents
– Loan and receivables 569 857 39 39
Total 71,960 69,143 9,453 4,952
Notes continued
forming part of the financial statements 59 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
59
Financial liabilities are included in the Statement of Financial Position within the following headings:
Group
2014
 £’000
2013 
£’000
Current liabilities
Borrowings
– Financial liabilities recorded at amortised cost 3,678 11,350
Trade and other payables
– Financial liabilities recorded at amortised cost 24,832 21,164
Total 28,150 32,514
The amounts at which the assets and liabilities above are recorded are considered to approximate to fair value.
The working capital facility is secured by way of an all assets debenture, dated 5 August 2002, which contains fixed and 
floating charges over the assets of the Group. The facility held with Barclays Bank allows the Company to borrow up to 90% of 
its invoiced debtors up to a maximum of £50m. Interest is charged on borrowings at a rate of 2% over Barclays Bank base rate.  
On 30 July 2014 the Group agreed to transfer its banking relationship to HSBC with committed facilities allowing the Group to 
borrow up to 90% of its invoiced debtors up to a maximum of £60m. Interest is charged on borrowings at a rate of 1.1% over 
HSBC bank base rate.
19  Commitments under operating leases
At 31 July 2014 the Group had commitments to pay the following amounts under non-cancellable operating leases as set 
out below:
Group
2014
 £’000
2013 
£’000
Land/buildings Payments falling due: within 1 year 875 815
within 1 to 5 years 1,824 2,340
after 5 years 138 138
Other Payments falling due: within 1 year 233 94
within 1 to 5 years 541 29
20 Share capital
Authorised share capital
Company
2014
 £’000
2013 
£’000
40,000,000 ordinary shares of £0.01 each 400 400
Allotted, called up and fully paid
Company
2014
 £’000
2013 
£’000
24,965,000 (2013: 23,616,000) ordinary shares of £0.01 each 250 236
The number of shares in issue in the Company is shown below:
Company
2014
 £’000
2013 
£’000
In issue at 1 August 23,616 23,445
Exercise of share options 299 145
Share placing 1,050 –
Shares granted under Share Incentive Plan – 26
In issue at 31 July 24,965 23,616 60 MATCHTECH GROUP   |   Annual Report 2014 60
20 Share capital continued
Share options
The following options arrangements exist over the Company’s shares:
2014
 ’000s
2013 
’000s Date of grant
Exercise 
price pence
Exercise 
period From To
Key Share Options 5 32 01/12/2005 146 01/06/2007 01/12/2015
Key Share Options – 1 18/06/2004 70 18/06/2005 18/06/2014
Key Share Options – 1 08/11/2004 89 14/07/2006 08/11/2014
Target/Loyalty Share Options 3 10 01/12/2005 146 01/12/2006 01/12/2015
Deferred Share Bonus 6 16 18/01/2010 1 18/01/2012 18/01/2020
Deferred Share Bonus 6 16 18/01/2010 1 18/01/2013 18/01/2020
Zero Priced Share Option Bonus 1 10 18/01/2010 1 18/01/2012 18/01/2020
Zero Priced Share Option Bonus 1 10 18/01/2010 1 18/01/2013 18/01/2020
Zero Priced Share Option Bonus 2 20 04/02/2011 1 25/01/2013 04/02/2021
Zero Priced Share Option Bonus 2 188 04/02/2011 1 03/02/2014 04/02/2021
Long-Term Incentive Plan Options 51 51 31/01/2012 1 30/01/2015 31/01/2022
Zero Priced Share Option Bonus 12 33 31/01/2012 1 30/01/2014 31/01/2022
Zero Priced Share Option Bonus 213 232 31/01/2012 1 30/01/2015 31/01/2022
Long-Term Incentive Plan Options 57 57 31/01/2013 1 30/01/2016 31/01/2023
Zero Priced Share Option Bonus 38 44 31/01/2013 1 30/01/2015 31/01/2023
Zero Priced Share Option Bonus 257 281 31/01/2013 1 30/01/2016 31/01/2023
Value Creation Plan 380 – 14/11/2013 1 18/11/2016 18/11/2021
Value Creation Plan 380 – 14/11/2013 1 18/11/2017 18/11/2021
Zero Priced Share Option Bonus 60 – 01/01/2014 1 01/01/2016 01/01/2024
Zero Priced Share Option Bonus 383 – 01/01/2014 1 01/01/2017 01/01/2024
Long-Term Incentive Plan Options 156 – 24/01/2014 1 24/01/2017 24/01/2024
Deferred Share Bonus 19 – 24/01/2014 1 24/01/2015 24/01/2024
Deferred Share Bonus 19 – 24/01/2014 1 24/01/2016 24/01/2024
Total 2,051 1,002
The Group granted share options under a Long-Term Incentive Plan (LTIP) and Deferred Share Bonus Plan for Executive 
Directors on 24 January 2014. The LTIP options are subject to an EPS performance target. The zero priced share options were 
granted on 1 January 2014 to members of staff subject to 2 and 3 year holding periods.
During the year the Group granted share options under the value creation plan (VCP) to Executive Directors and key staff, 
50% of the options are exercisable on 18 November 2016 with the remaining 50% exercisable one year later.
All share options have a life of 10 years and are equity-settled on exercise.
The movement in share options is shown below:
2014 2013
Number 
’000s
Weighted 
average 
exercise 
price 
(pence) 
Weighted 
average 
share price
 (pence) 
Number 
’000s
Weighted 
average 
exercise 
price
 (pence)
Weighted 
average 
share price
 (pence)
Outstanding at 1 August 1,002 7.2 – 931 19.3 –
Granted 1,434 1.0 – 397 1.0 –
Forfeited/lapsed (108) 1.0 – (166) 1.0 –
Exercised (277) 19.3 561.9 (160) 66.0 290.7
Outstanding at 31 July 2,051 1.7 1,002 7.2
Exercisable at 31 July 38 1.7 116 53.9
The number of share options granted includes the deferred share bonus options.
Notes continued
forming part of the financial statements 61 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
61
The numbers and weighted average exercise prices of share options vesting in the future are shown below.
2014 2013
Exercise date
Weighted 
average 
remaining 
contract life 
(months)
Number 
’000s
Weighted 
average 
exercise 
price 
(pence)
Weighted 
average 
remaining 
contract life 
(months)
Number 
’000s
Weighted 
average 
exercise 
price 
(pence)
24/01/2015 6 19 1.0 6 33 1.0
30/01/2015 6 302 1.0 18 327 1.0
01/01/2016 17 60 1.0 – – –
24/01/2016 18 19 1.0 – – –
30/01/2016 18 314 1.0 30 338 1.0
18/11/2016 28 380 1.0 – – –
01/01/2017 29 383 1.0 – – –
24/01/2017 30 156 1.0 – – –
18/11/2017 40 380 1.0 – – –
Total 2,013 698
In addition to the share option schemes the Group operated a Share Incentive Plan (SIP), which is an HMRC approved plan 
available to all employees enabling them to purchase shares out of pre-tax salary. For each share purchased the Company 
grants an additional share at no cost.
The fair values of the share options and the SIPs are included in the table below. The values of the VCP options granted in 
the year were calculated using a Monte Carlo simulation method along with the assumptions as detailed below. The values of 
the LTIP and zero price options were calculated using a Black-Scholes method along with the assumptions as detailed below. 
The fair values of the SIPs and Deferred Bonus Shares were calculated as the market values on the date of the grant adjusted 
for the assumptions as detailed below.
Date of grant
Share price 
on the date 
of grant 
(£)
Exercise 
price 
(£)
Volatility
 (%)
Vesting 
period 
(years)
Dividend 
yield 
(%)
Risk free  
rate of 
interest 
(%)
Fair  
value 
(£)
07/08/2012 SIP 2.03 0.01 N/A 3.00 N/A N/A 2.03
12/09/2012 SIP 2.04 0.01 N/A 3.00 N/A N/A 2.04
05/10/2012 SIP 2.21 0.01 N/A 3.00 N/A N/A 2.21
09/11/2012 SIP 2.37 0.01 N/A 3.00 N/A N/A 2.37
12/12/2012 SIP 2.33 0.01 N/A 3.00 N/A N/A 2.33
11/01/2013 SIP 2.63 0.01 N/A 3.00 N/A N/A 2.63
31/01/2013 LTIP 2.67 0.01 14.0 2.00 5.8 0.56 1.76
31/01/2013 Deferred bonus 2.67 0.01 N/A 3.00 5.8 0.56 2.27
31/01/2013 Deferred bonus 2.67 0.01 N/A 2.00 5.8 0.37 2.41
31/01/2013 LTIP 2.67 0.01 14.0 3.00 5.8 0.56 2.24
31/01/2013 LTIP 2.67 0.01 14.0 3.00 5.8 0.56 2.24
08/02/2013 SIP 2.73 0.01 N/A 3.00 N/A N/A 2.73
12/03/2013 SIP 2.87 0.01 N/A 3.00 N/A N/A 2.87
12/04/2013 SIP 3.47 0.01 N/A 3.00 N/A N/A 3.47
10/05/2013 SIP 3.38 0.01 N/A 3.00 N/A N/A 3.38
01/01/2014 LTIP 5.75 0.01 16.8 2.00 3.1 1.18 5.22
01/01/2014 LTIP 5.75 0.01 16.8 3.00 3.1 1.18 5.22
24/01/2014 Zero price bonus 5.93 0.01 17.0 3.00 3.0 1.18 5.40
The volatility of the Company’s share price on each date of grant was calculated as the average of the annualised standard 
deviations of daily continuously compounded returns on the Company’s stock, calculated over 5 years back from the date of 
grant, where applicable. The risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity 
equal to the life of the option. LTIP awards are subject to a TSR test. This ‘market’ based condition is taken into account in the 
date of grant fair calculation. 62 MATCHTECH GROUP   |   Annual Report 2014 62
21 Transactions with Directors and related parties
During the year the Group made sales of £37,000 (2013: £64,000) to Ctruk Group Limited and £nil (2013: £72,000) to CWind 
Limited, both related parties by virtue of the common directorship of Andy White. The Group also made sales of £268,000 
(2013: £177,000) to InHealth Group which is a related party by virtue of common directorship of Richard Bradford. As at the 
year end Ctruk Group Limited had a balance outstanding of £3,000 (2013: £nil), CWind Limited had a balance outstanding of 
£nil (2013: £nil) and InHealth Group had a balance outstanding of £44,000 (2013: £55,000). All transactions were undertaken 
at an arms length price.
There were no other related party transactions with entities outside of the Group.
During the year Matchtech Group (UK) Limited charged Matchtech Group plc £496,000 (2013: £436,000) for provision of 
management services. Further details of transactions with Directors are included in the Directors’ Remuneration Report 
on pages 32 to 37.
22 Financial instruments
The financial risk management policies and objectives including those related to financial instruments and the qualitative risk 
exposure details, comprising credit and other applicable risks, are included within the Chief Financial Officer’s Report under 
the heading Group financial risk management.
M a t u r i t y	o f	fi n a n c i a l	l i a b i l i t i e s
The Group financial liabilities analysis at 31 July 2014 was as follows:
Group
2014 
£’000
2013
 £’000
In less than 1 year or on demand:
Bank overdrafts 332 67
Working capital facility 3,346 11,375
Finance costs capitalised – (92)
Bank loans and overdrafts 3,678 11,350
Trade and other payables 24,832 21,164
Total 28,510 32,514
Borrowing facilities
The Group makes use of a working capital facility, details of which can be found in Note 18. The undrawn facility available at 
31 July 2014 in respect of which all conditions precedent had been met was as follows:
Group
2014 
£’000
2013
 £’000
Expiring in 1 to 5 years 46,654 38,625
On 30 July 2014 the Group agreed to transfer its banking relationship to HSBC with committed facilities of £60m until July 2017.
The Directors have calculated that the effect on profit of a 1% movement in interest rates would be £285,000.
The Directors believe that the carrying value of borrowings approximates to their fair value.
Net foreign currency monetary assets are shown below:
Group
2014 
£’000
2013
 £’000
Euros 884 1,232
In the Directors’ opinion, the exposure to foreign currency risk is not material to the Group therefore a sensitivity analysis 
in this area has not been included.
Notes continued
forming part of the financial statements 63 MATCHTECH GROUP   |   Annual Report 2014
Overview Strategic Report Governance Financial Statements
63
23 Capital management policies and procedures
Matchtech Group plc’s capital management objectives are:
• to ensure the Group’s ability to continue as a going concern; and to provide an adequate return to shareholders; and
• by pricing products and services commensurately with the level of risk.
The Group monitors capital on the basis of the carrying amount of equity as presented on the face of the Statement of 
Financial Position.
The Group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. 
The Group manages the capital structure and makes adjustments in the light of changes in economic conditions and risk 
characteristics of the underlying assets. Capital for the reporting period under review is summarised as follows:
Group
2014
 £’000
2013 
£’000
Total equity 42,663 32,322
Cash and cash equivalents (569) (857)
Capital 42,094 31,465
Total equity 42,663 32,322
Borrowings 3,678 11,350
Overall financing 46,341 43,672
Capital to overall financing ratio 91% 72% 64 MATCHTECH GROUP   |   Annual Report 2014 64
Financial PR    Newgate Threadneedle,
    50 Basinghall Street,
    London EC2V 5DE
Auditors    KPMG Audit Plc,
    Dukes Keep,
    Marsh Lane,
    Southampton,
    Hampshire SO14 3EX
Solicitors to the Company   Osborne Clarke,
    One London Wall,
    London EC2Y 5EB
Nominated Advisor and Broker  Numis Securities Limited,
    The London Stock Exchange Building,
    10 Paternoster Square,
    London EC4M 7LT
Principal Bankers   Barclays Bank,
    Barclays House,
    3rd Floor, Ocean Way,
    Southampton,
    Hampshire SO14 2ZP
Invoice Finance Bankers   Barclays Bank plc,
    Barclays Commercial,
    PO Box 6751,
    Basingstoke RG24 4HN
Registrars   Capita Asset Services,
    34 Beckenham Road,
    Beckenham,
    Kent BR3 4TU
Corporate Advisors   Matchtech Group plc Annual Report 2014
Matchtech Group plc
1450 Parkway
Solent Business Park
Whiteley
Fareham
Hampshire
PO15 7AF
T: 01489 898989
E: info@matchtechgroupplc.com
www.matchtechgroupplc.com