Growing   Diversifying   Adding value
Annual Report 2012 OVERVIEW
Matchtech Group is a specialist 
recruitment group with over 28 
years’ experience of delivering 
niche recruitment services into 
the engineering and professional 
services markets.
FOR MORE ABOUT OUR BUSINESS SEE P.02
OVERVIEW
01 Highlights 2012
02 The Group at a Glance
04 Business Model
BUSINESS REVIEW
06  Chairman’s Statement
10  Chief Executive’s Review
16 Chief Financial O cer’s Report
18  Principal Risks and Uncertainties 
20 Operating Review
24 Human Resources Report
28 Board of Directors
CORPORATE GOVERNANCE
30  Directors’ Report
34  Corporate Governance Report
38  Audit Committee’s Report
40 Directors’ Remuneration Report
 
FINANCIAL STATEMENTS
45 Independent Auditor’s Report
46  Consolidated Income Statement
46 Statement of Comprehensive Income
47  Statements of Changes in Equity
49  Statements of Financial Position
50  Consolidated Cash Flow Statements
51  Notes forming part of the Financial 
Statements
 
IBC Corporate Advisors
For more information visit:
www.matchtechgroupplc.com   Matchtech Group plc Annual Report 2012  page 01
OVERVIEW
Highlights 2012
 > Revenue £371.4m up 23%  
(2011: £301.8m)
 > Net fee income
1
 (NFI) £36.1m up 21%  
(2011: £29.8m)
 > Permanent recruitment fees £11.5m up 22% 
(2011: £9.4m)
 > Permanent fees account for 32% of NFI  
(2011: 32%)
 > Profit from operations £8.7m up 28%  
(2011: £6.8m)
 > Profit before tax £8.0m up 25%  
(2011: £6.4m)
 > Basic earnings per share 24.3 pence up 20% 
(2011: 20.3 pence)
 > Final dividend per share maintained  
at 10.6 pence giving total dividend  
for the year of 15.6 pence  
(2011: 15.6 pence)
 > Net debt of £14.5m  
(2011: £16.0m)
1 NFI is calculated as revenue less contractor payroll costs.
Group revenue
£3 7 1.4m
+2 3
%
Net fee income
£3 6. 1 m
+2 1
%   Matchtech Group plc Annual Report 2012  page 02
NFI by Sector
 2012 
£12.1m
£5.8m
£7.6m
£2.1m
£0.9m
£5.7m
£1.9m
 2011 
£10.2m
£5.3m
£6.0m
£1.9m
£0.6m
£4.3m
£1.5m
 Engineering
 Built Environment
 Information Systems  
 & Technology
 Science & Medical
 Germany
 Professional Services
 elemense
OVERVIEW
Established in 1 984 and AIM-listed in 
2006, we have become one of the UK’s 
top specialist recruitment companies 
with a turnover in excess of £370m.
All operating brands in the Group 
share our core values and work 
towards a common Group goal.
The Group at a Glance
A niche engineering recruitment 
company, Matchtech is the largest 
engineering recruitment business  
in the UK
1
.
1 Source – Recruitment International Top 250 
Report 2011.
GROWTH MARKETS
STRATEGIC OBJECTIVES
We have supplied into 25 countries in the 
last year, including Germany, where we 
have our rst sta ed non-UK o ce. We 
currently have contractors working through 
partners in China, Kazakhstan, Qatar and 
the USA amongst others. Whilst continuing 
to grow in the UK we will be looking into 
potential new geographical markets that 
complement our business growth strategy.
 Maintain our historically high levels of 
net fee income (NFI) conversion to pro t 
from operations
 Compete for increased share in 
current markets
 Explore the potential of supplying new 
engineering niches
 Continue to evaluate further 
opportunities for overseas growth
 Use our engineering expertise to o er 
our international clients solutions to 
their overseas sta ng requirements 
For more information visit:
www.matchtech.com   Matchtech Group plc Annual Report 2012  page 03
OVERVIEW
Specialist recruiter focusing on the 
skills and employability sector.
elemense o ers a range of recruitment 
solutions specifically tailored for Group clients.
The opportunity for growth is through 
expanding its role within the Group’s key 
client accounts, ensuring Service Level 
Agreement (SLA) delivery and strong 
client satisfaction.
This brand has become established and is 
working with over 300 Small and Medium 
Enterprises (SMEs) and select blue-chip 
organisations. 
As the brand matures, Barclay Meade 
expects to capture more market 
share, driven by both ‘word of mouth’ 
recommendations and active marketing.
Alderwood is working in 2 growth markets, 
supplying candidates to the majority of the 
leading providers in the Welfare to Work 
sector and making good progress in the 
Work-Based Learning sector. 
Both markets have strong growth potential. 
 Ensure all key client contracts 
are delivered to agreed standards
 Find or create new business 
opportunities through relationship 
marketing
 Increase NFI per head by providing 
additional Group support services
 Ensure we focus on our core disciplines 
and maximise opportunities in our 
existing locations
 Instil a culture of success across 
all o ces
 Have fully engaged sta focused 
on delivering a consistent high level 
sales performance
 Develop trainee consultants and 
succession plan for future talent
 Establish Alderwood as the leading 
supplier into the Welfare to Work sector
 Become the market leader in 
Work-Based Learning
 Focus on fast, accurate services and 
excellent client handling
For more information visit:
www.elemense.com
For more information visit:
www.barclaymeade.com
For more information visit:
www.alderwoodeducation.com 
High end permanent and interim 
recruitment business within the 
professional services sector.
Managed services organisation that 
generates revenue through value 
added consultancy advice whilst 
providing account management 
support to our key client framework 
agreements.   Matchtech Group plc Annual Report 2012  page 04
Mapped
Skills
Requirements
Vacancy
Filled
Analysed
Skills
Shortages
Identify
In-Demand
Skills Shortages
Excellent
Candidate
Experience
Single Unique
Candidate
Database
Screened and
Filtered
Candidates
Excellent
Client
Experience
Creative
Candidate
Attraction
Use Niche
Market
Knowledge
Superior
Search and
Selection
Interview and
Present Ideal
Candidates
Understand
Client
Requirements
Create Bespoke
Candidate
Campaigns
Identify
Skills Shortages
Required
OVERVIEW
Business Model
The Group’s success critically depends on finding the right candidates, 
registering them quickly, and matching their specialist skills and experience 
to the particular roles of our clients. This is achieved through ensuring that we 
have thorough and detailed knowledge of our clients and candidates. We focus 
our consultants on niche market segments, allowing them to become experts 
in their field. By overlaying structured business practices across the Group we 
are able to deliver a consistent client and candidate experience.
Expert Knowledge in Targeted Markets
Our proven success is based on our niche 
market focus, which we serve expertly. 
Our consultants work in one chosen eld, 
recruiting either permanent or contract 
candidates, in order to become a true 
consultant through understanding market 
conditions by skill and by client demand. 
Many of our consultants have memberships 
with leading industry bodies providing 
added value to our clients through industry 
updates and networking opportunities.
Our expert knowledge extends beyond 
recruiting skills for current projects as 
we seek to be an in uencer on future 
recruitment needs. We maintain an 
active dialogue with large employers 
by presenting at their conferences 
and advising on the policy documents 
produced by trade bodies. Examples 
of the latter includes the British Marine 
Federation and the Royal Institution of 
Naval Architects. In addition, we make 
some 400 visits to universities each year 
to develop the employability of new 
candidates entering the markets into which 
we recruit. Our active participation ensures 
that we are well placed to understand the 
current and future issues a ecting our 
market sectors, rather than reacting only 
to clients’ current needs.
Skills Shortages
Understanding our clients’ requirements is 
key. There are high levels of unemployment 
in the UK and Europe, but shortages in 
science, technology, engineering and 
mathematics (STEM) skills remain. The 
industries and the niche sectors that we 
supply are driven by global demand for 
UK products and services as well as large 
multi-year infrastructure programmes, 
such as building aircraft carriers, rail lines, 
or major energy and water projects. These 
programmes often require a high volume 
of temporary and permanent labour to 
meet project timescales and costs.
Mapping our clients’ upcoming projects 
allows us to be proactive in nding scarce 
skills ahead of time. Our research helps 
client tender processes and our subsequent 
action ensures that successful projects 
are not delayed or over budget due to 
skill shortages. 
The diagram below demonstrates how our 
market-leading internal processes bene t 
both our clients and candidates:   Matchtech Group plc Annual Report 2012  page 05
OVERVIEW
Candidate Attraction
Using our extensive market knowledge, 
we identify areas of in-demand skills. 
We have skilled resource teams who work 
closely with the consultants to attract these 
hard-to- nd candidates to the Group, using 
both traditional and innovative sourcing 
methods. Consultants then have the time 
to focus on building relationships with 
clients and candidates.
“I would unhesitatingly recommend any 
of my fellow engineers to register with 
Matchtech. This is due to your company’s 
diligence with regards to placing people 
with the appropriate skill set with the correct 
client. The experience of Matchtech customer 
service provided is without doubt vastly 
superior to any agency I have worked for.”
Current contractor
Through a range of candidate attraction 
methods, we engage both active 
jobseekers, on job sites or who we meet 
at events, as well as passive jobseekers 
who engage through social media or are 
registered on our database. Engaging with 
passive jobseekers, including those based 
internationally, ensures that we increase 
the availability of the talent pool for our 
clients and represent candidates on an 
exclusive basis. 
At the start of our last nancial year, we 
invested signi cantly in the marketing of 
our individual brands, including revamps 
of the websites, which encourage talented 
job seekers to register with the Group. 
Our candidate database, eMploy, was 
created in-house and is developed in 
line with our clients’ needs. Our advanced 
 ltering system, based on candidate 
availability, skills, experience and location, 
means that we form an initial list of relevant 
candidates quickly. The database also 
produces reports showing our performance 
in terms of quality, compliance and time-to-
hire, where clients can measure our service 
against agreed criteria to drive continuous 
improvement throughout our agreements. 
Candidate Selection
Currently, the UK recruitment industry 
is very competitive. One of the reasons 
we are an industry leader is that we 
have access to a high number of passive 
candidates as a result of our extensive 
database. In order to shortlist motivated, 
engaged and suitable candidates, we have 
a comprehensive screening and accurate 
selection process for all applicants, be they 
active or passive jobseekers. 
We review applications in line with 
the Employment Agencies Act (EAA) 
regulations and the Recruitment and 
Employment Confederation’s (REC) best 
practice. We check each candidate’s 
proof of ID and their right to work, before 
analysing their technical competence for 
the role. We also use our understanding 
of the client’s business to ensure that our 
shortlisted candidates have the soft skills 
to be a good cultural t at the client. 
Our screening processes reduce the time 
that our clients and candidates spend in 
unsuitable interviews. This improves the 
candidate experience, the time-to-hire 
and the levels of sta retention during the 
recruitment process and after placement. 
Our latest gures for our largest clients 
show an average 2.9 interviews per 
placement, demonstrating our capability 
in sending suitable candidates. 
Excellent Candidate Experience
With almost 30 years of experience, 
we develop strong, mutually bene cial 
relationships that see many candidates 
remain loyal to us in order to advance their 
careers; 31% of our current contractors 
on assignment have worked with us on 
previous engagements. We are pleased 
that candidates who register with the 
Group know that they will be valued and 
respected for their skills, experience and 
educational achievements and will be 
given considerable practical support and 
advice to nd their preferred job. Our 
candidates recognise that our breadth 
and depth of industry expertise ensures 
that they will be matched with respected, 
ethical, market-leading organisations that 
provide attractive opportunities for their 
career development. 
We have a comprehensive shared service 
function which provides a full level 
of support to our contractors from an 
in-house legal team through to running 
a weekly payroll service.
“I have been an automation contractor 
with Matchtech for 10 years. In that time 
I have always found Matchtech to be very 
professional. Matchtech have a very good 
understanding of their clients’ requirements 
and their contractors’ skills and I have never 
been mismatched with a client. In addition 
Matchtech are always quick to respond to 
requests or enquires and I can thoroughly 
recommend any client or contractor to 
use them.”
Current engineering contractor
By providing an excellent service, we 
increase the number and quality of 
candidates recommended to us by our 
current customers. 23% of the Group’s 
placements are a result of referrals from 
within our network. It is an e ective way 
to source niche or scarce skills quickly, 
and provides our clients with sta often 
unavailable through other agencies.
An integral part of our focus on candidates 
is that we have fostered a corporate 
culture on building long-term, sustainable 
relationships with clients and candidates 
on an equal footing. Despite the current 
challenging market conditions, our culture 
has enabled the Group to continue to grow. 
400,000
   candidates categorised  
by industry needs
3,000
   face-to-face meetings to 
qualify jobs
40
  niche market delivery teams
5,000
  new graduates registered
110,000
   CVs sent, with 30% resulting 
in an interview
100
   candidate attraction  
events and representation  
on 41 industry bodies
27 ,000
  new vacancies in the year
34,000
  interviews arranged
2012 KEY FACTS + FIGURES   Matchtech Group plc Annual Report 2012  page 06
BUSINESS REVIEW
Expanding our sector 
diversification and 
geographical reach
Increasing the NFI we 
generate per employee
Enhancing internal 
systems performance 
and controls
Improving our staff 
retention levels
Extending our 
international reach
Building our conversion 
ratio of NFI to profit 
from operations
Maximising cross-
selling opportunities 
across the Group
Trading Performance 
The Board is pleased to report a strong 
performance by the Group, with both 
net fee income (NFI) and pre-tax pro t 
over 20% up compared with last year. 
Total revenues were £371.4m, an increase 
of 23% on the previous year, NFI of 
£36.1m was up 21% and pro t before 
tax of £8.0m was up 25%.
We were pleased to have achieved 
another record year for contractors 
on assignment, which at 31 July 2012 
stood at 6,700, a rise of 12% on the 
previous year. Contract recruitment 
across engineering and technology 
sectors exceeded our initial expectations. 
Permanent recruitment continued to be 
sensitive to economic conditions and 
consequently some clients and candidates 
took longer to commit to new roles, 
which lengthened the time to hire.
The Group’s growth stemmed from 
successfully taking advantage of our 
established presence in growth niche 
markets, strong client retention based 
on consistently rst-class service 
delivery, and from the much improved 
performance by the professional services 
brands, which were created in the last 
2 years. 
Further information on our trading 
performance is provided in the Chief 
Financial O cer’s Report on page 16.
Dividend
Re ecting the year’s good performance, but 
mindful of prevailing economic conditions, 
the Board is pleased to recommend to 
shareholders that the nal dividend is 
maintained at last year’s level of 10.6 pence 
per share, which makes a total dividend for 
the year of 15.6 pence per share (2011: 15.6 
pence) covered 1.6 times by earnings per 
share (2011: 1.3 times). 
The investment proposition
 > Well balanced Broad  
client relationships and 
business mix
 > Esta b l i s h e d Strong track 
record of organic NFI and 
pro t growth
 > Specialist Niche sector 
expertise
 > Flex i b le E cient systems and 
high operational exibility
 > Re s i li e n t Contract business 
model, committed funding 
facilities of £50m
 > Ex p e r t Capability and 
resources to take market 
share in permanent 
recruitment
 > International Expanding  
into selected markets
 > Yield Solid dividend payout 
record
Chairman’s Statement
GEORGE MATERNA
CHAIRMAN   Matchtech Group plc Annual Report 2012  page 07
BUSINESS REVIEW
Building on our early successes 
and looking at opportunities 
to grow into new sectors and 
additional strategic locations 
within the UK 
 > Further targeted recruitment 
into the London, St Albans and 
Aberdeen o ces to consolidate 
the existing sector teams
 > To scale up and make all existing 
core teams pro table
 > The diversi cation into new areas 
has diluted our NFI per head. 
However, we have made progress 
this year as the brands have 
established themselves
 > To bring the NFI per head in the 
new brands up towards the levels 
of the established areas and to 
increase contract gross margins 
across the Group 
Focusing on developing existing 
client relationships and winning 
new business outside the 
engineering sector
 > Streamlined and aligned shared 
services so they meet business 
unit needs more e ciently 
and e ectively
 > Shared services substantially 
reviewed, in readiness to grow 
Group businesses without 
commensurate extra head count
Deliver an even faster, more 
e cient and robust service 
to our clients and candidates
 > Total sta turnover reduced from 
30% in 2011 to 23% in 2012
 > To reduce total sta turnover further
 > To review our internal recruitment 
selection process to focus on 
employing the right people who will 
stay and develop with the business
Continuing to look at sta 
engagement and providing 
career opportunities 
This is a key factor in determining 
how fast the Group can grow
 > Repositioned our German business 
as an engineering consultancy
 > Placed candidates in 25 di erent 
countries in the year
 > Signed agreement in June 2012 
with strategic partner to supply 
international candidates to 
Chinese aerospace project
 > Apply experience from Germany 
to potential operations in 
additional countries
 > Optimise our new supply 
route into China through our 
strategic partnership
 > Ensure that our existing clients 
are aware of our international 
capabilities to support their 
overseas projects
Developing a structured  
rollout of international 
opportunities 
SEE P.11
 > We have seen a marginal increase 
in our NFI conversion from 23% 
to 24% in the year
 > To increase NFI conversion ratio 
by managing the cost base 
more e ectively
As our investments mature, 
continuing the Group’s ability 
to generate high levels of return 
from NFI 
SEE P.13
 > Enhanced our Links programme to 
create greater focus on a select list 
of key clients and opportunities
 > We have seen a threefold increase 
in the number of internal delivery 
teams invoicing Links clients 
compared with the previous year
 > Continue mapping the structure of 
key clients and the services we are 
able to provide
 > Increase the amount of business 
we generate from our Links clients
Utilising the increasingly varied 
client base created with our 
expanding brands 
SEE P.15
DESCRIPTION 2012 PROGRESS 2013 OBJECTIVES   Matchtech Group plc Annual Report 2012  page 08
BUSINESS REVIEW
People 
The Group has spent the last 2 years 
creating its new brands around the 
recruitment of experienced sta . With the 
brands now established and management 
in place, resourcing in these areas 
will return to our traditional graduate 
recruitment programme. 
We have a strong tradition of developing 
graduate employees who are mentored by 
senior colleagues, and have clear career 
paths that will encourage them to develop 
within the Group. 
As a people business, we work hard to 
o er our employees an enjoyable and 
stimulating workplace, which the Board 
recognises is important when having to 
remain exible to a wider marketplace 
that demands constant innovation and 
the ability to respond quickly to secure 
opportunities. 
The Board wishes to pay tribute to all 
our sta and to our contractors for their 
continued hard work and dedication.
We were especially pleased to be placed 
25th in the 2012 Sunday Times Best 
Companies to Work For survey. This is an 
award which is entirely based upon the 
feedback of our sta and re ects the high 
importance we place upon employee 
engagement.
Board and Corporate Governance 
During the year Richard Bradford and Rudi 
Kindts joined the Board as Non-Executive 
Directors. We welcome them both and the 
contribution they are already making.
In September I was pleased to announce 
the appointment of Keith Lewis to the 
Board with e ect from 5 September 2012. 
Keith has been with Matchtech for 19 years. 
He is currently responsible for Matchtech 
UK, the largest business within the Group. 
Chairman’s Statement continued   Matchtech Group plc Annual Report 2012  page 09
BUSINESS REVIEW
Keith’s elevation to the Board re ects the 
pivotal role that he plays. He has a long and 
consistent track record of success in driving 
forward our engineering business, and his 
executive experience and character will 
complement what is already a strong Board. 
On behalf of my colleagues, I congratulate 
him on his new role.
I would like to pay a special thanks to David 
Rees, a colleague of the highest integrity, 
who has worked with me for 20 years and 
contributed a substantial amount to the 
success of the business over that time. 
David stepped down as Group HR Director 
and left the Group in September. I wish him 
the very best for the future.
I have also reported separately on 
Corporate Governance in a Letter from 
the Chairman on page 34 of this report.
Strategy
The Group’s traditional strength in 
segmenting the market and delivering 
highly skilled candidates to a largely blue 
chip engineering and technology client 
base gives us continuing competitive 
advantage. 
From this strong platform we have 
identi ed many opportunities to continue 
to grow the business by nding new niches 
to supply and by further internationalising 
our sales e orts. Our strategy is to nd 
and analyse opportunities, but only move 
forward where we can largely de-risk any 
new business propositions. 
Diversifying into new sectors under the 
Professional Services brands of Barclay 
Meade and Alderwood has provided 
opportunities for further growth. In just 2 
years both brands have made signi cant 
inroads into their markets and have 
quickly positioned themselves as experts 
in their elds. Professional Services’ NFI 
was £5.7m, up 33% on the previous full 
year, representing 16% of the Group’s NFI 
(2011: 14%). 
Our international growth strategy is partly 
de-risked by supplying candidates to 
existing clients for their new international 
projects. This lowers the risks associated 
with opening o ces in new countries, 
and has the additional bene t of further 
cementing relationships with our client 
base by helping meet their needs. 
Of course, there are still challenges in 
 nding the right candidates, almost all of 
whom are specialists. To increase our talent 
pool we have invested considerably in our 
technology, brands and websites. We plan 
to strengthen our online presence so that 
our websites are one of the rst places 
where new candidates register when 
looking for new roles. 
Outlook 
Since our Pre-close Trading Update on 
2 August 2012 trading has remained in 
line with the Board’s expectations, with 
contractor numbers at record levels 
continuing to grow well, up 2% in the 2 
months to 30 September 2012. Permanent 
recruitment continues to be sensitive to 
global market news and has started the 
year on a par with last year.
The Group delivered 21% growth in 
NFI in the year ended 31 July 2012. Our 
diversi cation strategy is continuing to 
bear fruit and we are seeing unprecedented 
demand for contract sta within the 
engineering markets with a record 
number of contractors on assignment. 
The changes we have introduced over 
the past 2 years to the Group’s structure, 
position us well for continued growth, 
particularly by supplying more contractors 
to UK clients who have global demand 
for their services or are working on large, 
multi-year engineering infrastructure 
projects in the UK and overseas markets.
Whilst we remain mindful that any 
deterioration in the global economy has 
the potential to impact on our business, 
we look forward with con dence to the 
year ahead.
George Materna 
Chairman 
4 October 2012    Matchtech Group plc Annual Report 2012  page 10
ADRIAN GUNN
CHIEF EXECUTIVE OFFICER
BUSINESS REVIEW
Continuing to 
make progress
Our vision
Our vision is to be a leading 
international recruitment 
group within the engineering 
and professional services 
sectors.
Our goal
Our goal is to ‘always exceed 
the expectations of our 
customers and lead the 
recruitment sector through 
effective delivery and 
quality of service.’
Chief Executive’s Review 
Performance Overview 
The Group has continued to bene t 
from the substantial reorganisation and 
investment for growth made over the 
past two years. In particular, our contract 
recruitment business, which accounts for 
around two thirds of net fee income (NFI), 
performed ahead of our expectations, 
throughout the year with growth being 
driven by strong demand for contractors in 
our traditional niches of engineering and 
technology and by the understandable 
attractions of exible labour during an 
economic downturn. 
This year we have enhanced the 
performance of the business through 
further investment in our professional 
services brands additional sales personnel, 
and faster more e cient IT systems. 
Our improvements make us well-placed 
to handle signi cantly higher volumes 
of business. 
The Group has once again delivered a 
creditable performance with NFI growth 
of 21% on the previous year, contributing 
to a 25% increase in pro t before tax. The 
mix between contract NFI and permanent 
fees remained the same as the previous 
year at 68%:32%. 
Contractor numbers continue to increase. 
At 31 July 2012 there were 6,700 
contractors, an increase of 12% on the 
previous year, and up 3% on 31 January 
2012. Contract margins stabilised at 6.6% 
for the full year 2012. 
The increased number of contractors 
re ected continuing strong demand for 
contract sta in our main sectors, driven 
mostly by existing clients working on 
global, multi-year programmes. Growth 
also stemmed from supplying contractors 
to major UK infrastructure projects in the 
marine, rail and water sectors.
Greatly assisted by the brands in 
professional services, permanent fees rose 
by 22% compared with the previous year, 
with average placement fees essentially 
stable throughout each quarter of 2012. 
However, we have seen clients extending 
the typical time to hire. 
Business Plan 
The Group’s success has been built on 
a core strategy of attracting the best 
candidates (see pages 4 and 5). We 
believe that by nding strong candidates 
and making their interests central to our 
success, we will ensure that our clients 
are supplied with the right people, at 
the right time, for the right roles. By 
understanding the requirements of our 
clients, and by knowing our candidates 
thoroughly, we deliver by being able to 
scan, screen, shortlist and present our 
candidates more e ectively and quicker 
than our competitors.
We have now completed the rst year of 
our 5 year business plan and have made 
encouraging progress against our 7 Key 
Aims, set out below, which are absolutely 
integral to the business, and which provide 
the framework for delivering growth.    Matchtech Group plc Annual Report 2012  page 11
BUSINESS REVIEW
As a result of working for many global businesses 
we have, in the last 12 months, supplied candidates 
to 25 di erent countries, lling roles for highly 
skilled engineering positions that demand some 
of the industry’s most able and talented candidates.
Currently, our German operation in Stuttgart is the Group’s 
only in-country overseas o ce. All other countries are served 
directly from the UK, via a network of well-established 
a liate relationships. 
Working from the UK has not restricted our ability to 
supply contractors to some major overseas programmes. 
For example, we have over 40 contractors placed in 
Kazakhstan on a major oil and gas project. 
We have just started working in China supplying design 
engineers to the aerospace industry. We are working with 
a locally-based partner to ful l this recent contract. 
 
Looking ahead, we anticipate that in the medium term the 
Group’s international expansion will be supplied largely 
from the UK, supplemented by a small number of additional 
in-country o ces. Operating in Germany has taught us 
the importance of adapting our model to t the country’s 
requirements. We are currently exploring selective new 
locations for new country o ces, focusing on fast-growing 
emerging markets and those where we can bene t from 
existing client relationships. 
Extending our 
international reach
CASE STUDY
1. Expanding our sector diversi cation 
and geographical reach by building 
on our early successes and looking at 
opportunities to grow into new sectors 
and additional strategic locations within 
the UK. 
2. Increasing the NFI we generate per 
employee by focusing on developing 
existing client relationships and 
winning new business outside the 
engineering sector. 
3. Building our conversion ratio of 
NFI to pro t from operations as our 
investments mature, continuing the 
Group’s ability to generate high levels 
of return from NFI. 
4. Enhancing internal systems’ 
performance and controls to deliver an 
even faster, more e cient and robust 
service to our clients and candidates. 
5. Improving our sta retention levels by 
continuing to look at sta engagement 
and providing career opportunities. 
This is a key factor in determining 
how fast the Group can grow. 
6. Maximising cross-selling opportunities 
across the Group by utilising the 
increasingly varied client base being 
created with our expanding brands. 
7. Extending our international reach by 
developing a structured rollout of 
international opportunities. 
The Chairman in his statement reports 
on how we are progressing against each 
of these Key Aims, on pages 6 and 7.   Matchtech Group plc Annual Report 2012  page 12
£m
371.4
301.8
264.4
269.6
258.8
2012
2011
2010
2009
2008
Revenue
£m
36.1
29.8
26.2
30.2
33.2
2012
2011
2010
2009
2008
Net fee income
BUSINESS REVIEW
Strategic Developments 
In January 2012, the Group acquired 
certain assets of Xchanging Resources 
Services Limited (XRS), the contingency 
recruitment arm of Xchanging plc. The 
assets have quickly been integrated into 
the Group giving us greater access to its 
client base. This will increase our scope to 
expand into new Technology markets and 
helps us forge even closer links with one 
of our largest clients.
In June 2012, Matchtech met an important 
Group goal by signing its rst framework 
agreement with a strategic partner in 
China. This contract is for design engineers 
for the rapidly expanding Chinese 
aerospace industry. 
Management and Staff 
I wish to thank sta and management for 
another year in which they have applied 
hard work, resourcefulness and creativity 
to produce a strong nancial performance. 
It is a privilege to lead a business that is 
full of intelligent and talented individuals 
whom I believe serve our clients and 
candidates so well. 
Our nancial success is built on both 
the service ethos we cultivate and guard 
closely and from our culture which allies 
entrepreneurial air to strong relationship 
management. 
All of the Group’s sta work towards one 
common set of values: Teamwork, Integrity, 
Enthusiasm, Innovation, and Fun. We 
are also united behind our 7 Key Aims, 
which provide an excellent framework 
for delivering further growth. 
As a people business we also understand 
the importance of personal development. 
This is why we have continued to invest in 
developing our sta , including supporting 
them with considerably improved IT 
systems and shared services functions. 
I would like to add my congratulations to 
those of the Chairman to Keith Lewis on his 
promotion to the Board.
Divisional Performance
Matchtech UK operates in 4 key 
sectors: Engineering, Built Environment, 
Information Systems & Technology and 
Science & Medical. This was a record year 
for Matchtech UK with unprecedented 
demand for contract sta in its markets, 
and a record number of contractors on 
assignment. Matchtech UK contractor 
numbers grew from 5,250 at the start 
of the year to 5,850 at the year end. 
Engineering, the largest sector in 
Matchtech UK representing 44% of 
NFI, performed well again in 2012. NFI 
increased by 19% on the previous year, 
with strong demand across all areas, 
particularly in the Civil Aerospace, 
Automotive and Marine sectors. 
Built Environment, grew contractor 
numbers by 8% to 1,400, and produced 
NFI growth of 9%, which came primarily 
from Water and Rail infrastructure projects. 
Information Systems & Technology saw 
NFI grow by 26% on the previous full year. 
Growth was aided by the convergence 
of technology in Electronic Systems and 
Business Applications, which play to our 
strengths in niche service delivery.
Science & Medical grew steadily with NFI 
up 11% on 2011. 
elemense, our Managed Services business, 
provides account management support 
for key clients, which indirectly generates 
revenue for the Group.
elemense plays an important role in 
client retention by ensuring key contracts 
are constantly monitored and Service 
Level Agreements are delivered. The 
client handling skills are essential in 
fostering strong client relationships and 
have provided many new business leads 
in permanent recruitment across the Group.
Chief Executive’s Review continued
In the Chairman’s statement, he announced that 
the Board has proposed the same level of dividend 
as last year. It is a testament to the financial 
strength of the business that has allowed us to 
maintain the same level of dividend since 2008 
throughout the unstable economic times of the 
last few years. 
£3 7 1.4m
+2 3
%
£3 6. 1 m
+2 1
%
KEY PERFORMANCE INDICATORS
The Group’s revenue for the year was 
£371.4m, up 23% (2011: £301.8m), growth 
which reflects the strength of our core 
engineering and technology markets within 
the UK economy. Our niche market focus and 
delivery capability allow us to continue to 
take market share.
The Group generated £36.1m of NFI for the 
year up 21% (2011: £29.8m) with strong 
performance across the Group. Contract 
NFI was up 21% to £24.6m (2011: £20.4m) 
and permanent fees rose by 22% to £11.5m 
(2011: £9.4m) fuelled by our investments 
in professional services.   Matchtech Group plc Annual Report 2012  page 13
BUSINESS REVIEW
CASE STUDY
%
24
23
34
39
42
2012
2011
2010
2009
2008
NFI Conversion
£m
8.7
6.8
8.8
11.6
13.8
2012
2011
2010
2009
2008
Pro t from operations
Having now completed the initial investment 
phase to diversify, broaden and internationalise 
our services, one of our most important goals is  
to restore the Group’s historically strong levels  
of NFI conversion to pro t from operations. 
One way is by developing our sta to increase 
each individual’s NFI.
This year we have also introduced a graduate training 
programme in Professional Services. We plan to turn new 
graduates into high ying professionals, ultimately able 
to produce some of the best NFI per head in our industry.
The changes we have made this year and last have increased 
the speed and functionality of our internal systems, allowing 
us to process candidates more e ciently. Our proprietary 
database and CRM technology, in which we have invested 
considerable time, gives us a strong competitive advantage 
in quickly processing new candidates and in managing 
client and candidate relationships. We will continue to 
enhance our systems via our in-house team of 8 full time 
technology developers. 
Also, by using shared services more e ciently across the 
Group, we will continue to increase NFI and lift operating 
pro t. Furthermore, we will constantly examine xed 
overheads and seek to make more savings where applicable, 
again improving the conversion ratio of NFI to pro t 
from operations. 
Building our conversion 
ratio of NFI to profit from 
operations
24 %
+1
%
£8. 7 m
+2 8
%
KEY PERFORMANCE INDICATORS
NFI conversion in the year improved 
marginally to 24% (2011: 23%). The lack 
of progress was due to the full year effect 
of the previous years’ increase in headcount 
which resulted in a 20% increase in 
overheads to £27.4m (2011: £22.9m). 
Profit from operations increased by 28% 
to £8.7m (2011: £6.8m) showing a return 
to growth as we start to benefit from the 
diversification strategy and investments  
we have made.   Matchtech Group plc Annual Report 2012  page 14
£m
8.0
6.4
8.6
11.3
12.8
2012
2011
2010
2009
2008
Pro t before tax
pence
23.5
19.7
26.0
34.4
38.3
2012
2011
2010
2009
2008
Diluted EPS
BUSINESS REVIEW
Chief Executive’s Review continued
Matchtech Germany, a business which 
we opened in 2009, targets the Aerospace, 
Automotive and Energy sectors. Trading 
in Germany continues to gain momentum 
with NFI up 50% to £0.9m, achieving some 
excellent business development wins, 
despite growth being restricted by the 
shortage of available candidates. The loss 
before tax increased to £0.4m (2011: £0.1m).
A key challenge, therefore, is to attract 
more quali ed engineers for the German 
market, which is where our focus lies 
in the year ahead. As part of this e ort 
we re-launched our German website to 
have the ‘look and feel’ of an engineering 
consultancy, which is a much better t with 
the German labour leasing business model. 
The Professional Services brands, 
Barclay Meade and Alderwood continue 
to make progress.
Barclay Meade focuses on Finance & 
Accountancy, Marketing, Procurement 
& Supply Chain, HR and Sales. Alderwood 
focuses on the Skills and Employability 
markets. Setting up these 2 new 
professional Services brands, and 
establishing them rmly in their 
marketplace, has been an important 
stepindiversifying the business.
Barclay Meade continues to develop 
well, and has established good brand 
recognition in the permanent SME market, 
and is working with approximately 300, 
mainly medium sized, client companies. 
We intend to scale up the business by 
recruiting more graduate consultants,  
who will be guided and mentored by  
more experienced colleagues, which  
will enable Barclay Meade to continue 
togrow market share, while improving 
itsoperating margins. 
For its size and relative youth of the brand, 
Alderwood has exceeded expectations in 
the Welfare to Work market, working for 8 
of the 12 main providers. It has also made 
good headway in the Work-Based Learning 
market, providing assessors for National 
Vocational Quali cations (NVQs). Looking 
forward, we expect to increase placements 
in both sectors.
New reporting structure
In order to improve stakeholders’ 
understanding of the Group as it continues 
to diversify, we will be introducing a 
simpli ed reporting structure for the 
 nancial year to 31 July 2013. The business 
will be managed into 2 distinct segments, 
Engineering and Professional Services. 
The Engineering segment will operate 
under the Matchtech brand and will be led 
by Keith Lewis. It will include Matchtech 
Germany and also elemense, the Managed 
Services business, which supports 
Matchtech’s large framework agreements.
The Professional Services segment will 
comprise the existing Barclay Meade 
and Alderwood brands, along with the 
Information Systems & Technology sector, 
which was previously within Matchtech. 
This latter sector is more aligned with the 
Professional Services businesses where its 
pro le bears a closer t and opportunities 
for cross-selling will be greater.
An indicative representation of the 
 nancial performance this new structure 
can be found in Note 2 of the nancial 
statements on page 56.
The clarity that this new structure provides 
will allow us to maximise opportunities 
across the Group and I look forward to 
giving shareholders an initial update  
on progress with the interim results 
in April 2013.
Adrian Gunn 
Chief Executive O cer 
4 October 2012
KEY PERFORMANCE INDICATORS
£8.0m
+2 5
%
23.5 pence
+19
%
The Group generated profit before tax of 
£8.0m in the year up 25% (2011: £6.4m).
Diluted earnings per share for the year 
were 23.5 pence up 19% (2011: 19.7 pence) 
reflecting the increase in the Group’s profits 
for the year.   Matchtech Group plc Annual Report 2012  page 15
BUSINESS REVIEW
CASE STUDY
%
106
-72
43
84
108
2012
2011
2010
2009
2008
Operating cash conversion
pence
15.6
15.6
15.6
15.6
15.6
2012
2011
2010
2009
2008
Dividend per share
106 %
+1 7 8
%
This year we have enhanced our Links Programme 
to create greater focus on a select list of key 
clients and opportunities. First launched in 2009, 
the aim of Links is to bring together the teams 
within the Group to help increase and maximise 
our activity with key clients.
By mapping the structure of key clients and the services we 
were providing, we were able to identify clients with which 
we had solid trading but where there was also signi cant 
growth potential. In addition we were able to introduce 
new service o erings that were not previously provided.
In the last 12 months we have seen a threefold increase in 
the number of internal delivery teams invoicing Links clients 
compared with the previous year. In this nancial year Links 
clients have delivered 55% of the Group’s NFI growth. 
Links provides a platform for collaboration across the Group. 
It places responsibility on management for the strategic 
development of each client, whilst bringing together 
consistent service delivery. 
Maximising cross-selling 
opportunities across the 
Group
15.6 pence
+00
%
KEY PERFORMANCE INDICATORS
Operating cash conversion was 106% (2011: 
-72%) for the year. Strong cash collection 
resulted in an improvement in debtor days 
which has generated cash despite increased 
working capital requirements.
The Board is recommending to maintain 
an unchanged final dividend of 10.6 pence 
per share (2011: 10.6 pence) reflecting the 
Group’s strong performance during the year. 
The total dividend for the year was 15.6 
pence per share (2011: 15.6 pence) which 
included the interim dividend paid in June 
of 5 pence per share (2011: 5 pence).   Matchtech Group plc Annual Report 2012  page 16
BUSINESS REVIEW
Chief Financial O cer’s Report 
Adding value  
to our clients
Revenue and Net fee income (NFI) 
The Group generated revenue of £371.4m, 
a rise of 23% on the previous year  
(2011: £301.8m), with NFI for the year  
of £36.1m, up 21% (2011: £29.8m). 
Contractor numbers on assignment 
continued to grow, nishing the year on 
6,700, up 12% on the starting position of 
6,000. This growth in numbers contributed 
to an increase of 21% in contract NFI to 
£24.6m (2011: £20.4m). 
Permanent recruitment fees of £11.5m 
were up 22% (2011: £9.4m). However, the 
average weekly fees billed each quarter 
essentially remained at throughout the 
year. Information on the performance of 
Group businesses is provided in the Chief 
Executive O cer’s Review on page 10. 
Overheads and NFI Conversion 
Overheads in the year increased by 20%, 
resulting in a slight increase in the NFI 
conversion rate to 24% (2011: 23%). We 
are in a position to start improving the NFI 
conversion rate going forwards (see the 
case study on page 13).
Profit and Earnings Per Share 
Pro t from operations was £8.7m, up 28% 
(2011: £6.8m). The increase of £1.9m from 
2011 was mainly due to successfully taking 
advantage of our established presence 
in growth niche markets, strong client 
retention based on consistently rst-class 
service delivery, and from the encouraging 
improved performance by the professional 
services brands, which we have created in 
the last 2 years.
The structure of the business and our July 
year end mean that there is a strong second 
half weighting to our pro ts, with the half 
year splits similar to last year, H1 39%;  
H2 61% (2011: H1 34%; H2 66%).
The Group generated pro t before tax of 
£8.0m, up 25% (2011: £6.4m) and pro t 
after tax of £5.7m (2011: £4.7m). The 
e ective tax rate has increased to 28.5% 
(2011: 25.9%) due to higher non tax 
deductible professional fees and increased 
losses incurred by Matchtech Germany. 
Basic earnings per share rose by 20% 
to 24.34 pence (2011: 20.26 pence) and 
diluted earnings per share of 23.49 pence 
up 19% (2011: 19.74 pence). 
Dividends 
The Board proposes an unchanged nal 
dividend for the year of 10.6 pence per 
share which, if approved by shareholders at 
the Annual General Meeting, to be held on 
Friday 16 November 2012, will be payable 
on 7 December 2012 to those shareholders 
registered on 9 November 2012. 
When added to the interim dividend of 5 
pence per share this makes an unchanged 
total dividend for the year of 15.6 pence 
per share, giving dividend cover of 1.6 
times (2011: 1.3 times). 
Dividends Paid 
Paid 
(pence 
per 
share)
Dividend 
2012
£’000 
2011 
£’000 
3 December 2010 10.6 – 2,477 
21 June 2011 5.0 – 1,169 
2 December 2011 10.6 2,480 – 
19 June 2012 5.0 1,172 –
3,652 3,646
Group Consolidated Statement of  
Financial Position 
At 31 July 2012 the Group had net assets of 
£27.6m (2011: £25.1m) and had 23.4m fully 
paid ordinary shares in issue (2011: 23.4m). 
Capital Expenditure and Tangible and 
Intangible Assets 
Capital expenditure in the year was £1.4m 
(2011: £0.5m) of which £0.4m was for the 
acquisition of XRS in January 2012. 
Tangible assets at 31 July 2012 of £1.8m 
(2011: £1.5m) consist of the Group’s 
motor eet, o ce equipment, leasehold 
improvements and computer equipment. 
Intangible assets at 31 July 2012 of £0.5m 
(2011: £0.1m) consist of £0.3m being the 
amortised acquisition cost of XRS, which 
will be amortised over a 2 year period, and 
external software licences of £0.2m which 
are amortised over the expected life of 
the licence. 
Working Capital, Cash Flow and Net Debt 
Current debtor days at the year end were 
improved to 50 (31 July 2011: 53).
Net cash from operating activities was 
£6.5m (2011: out ow of £7.4m) with 
an operating cash conversion of 106% 
(2011: -72%).
Net debt at 31 July 2012 was £14.5m 
(31 January 2012: £11.0m, 31 July 
2011: £16.0m). Net debt of £14.6m 
(2011: £16.0m) consisted of working 
capital facility £15.1m (2011: £16.3m), 
bank overdrafts £0.1m (2011: £0.2m) less 
cash £0.6m (2011: £0.5m) and capitalised 
 nance costs £0.1m (2011 £nil).
Banking Facilities 
The Group operates a working capital 
Con dential Invoice Discounting facility 
with Barclays Bank plc. 
In June 2012 the Group agreed an increase 
in its facilities with Barclays from £35m to 
£50m, on improved terms, committed until 
June 2015. 
The facility ceiling currently stands at 
the lower of £50m or 90% of qualifying 
invoiced debtors and interest on borrowing 
is at Barclays bank base rate plus 2.00%. 
At 31 July 2012 the balance on the 
Con dential Invoice Discounting facility 
was £15.1m. 
TONY DYER
CHIEF FINANCIAL OFFICER   Matchtech Group plc Annual Report 2012  page 17
BUSINESS REVIEW
The Group has recorded strong profitable growth in 
the year. Having diversified the business with new 
brands in new markets, we are starting to see the 
results come through. Whilst there is still work to  
do to restore the Group’s historically high NFI 
conversion, I believe we have the right people in 
place to deliver further progress in the coming years. 
Critical Accounting Policies 
The Statement of Signi cant Accounting 
Policies is set out in Note 1 to the Financial 
Statements. 
The Group’s Revenue Recognition policy 
may be summarised as: 
 Contract revenue, and hence contract 
net fee income, is only recognised upon 
receipt of a client signed timesheet 
 Permanent fees are only recognised 
following con rmation by the client that 
the candidate has started work 
 Other fees are recognised on 
con rmation from the client committing 
to the agreement 
The Group makes estimates and 
assumptions regarding the future. 
Estimates and judgements are continually 
evaluated based on historical experience 
and other factors, including expectations 
of future events that are believed to be 
reasonable under the circumstances. In the 
future, actual experience may di er from 
these estimates and assumptions. 
The Board considers that the estimates 
and assumptions which have a signi cant 
risk of causing a material adjustment to the 
carrying amounts of assets and liabilities 
within the next nancial 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 nancial risks. The Group’s 
Finance function is responsible for 
managing investment and funding 
requirements including banking and cash 
 ow monitoring. It seeks to ensure that 
adequate liquidity exists at all times in 
order to meet its cash requirements. 
The Group’s strategy is to nance its 
operations through a mixture of cash 
generated from operations and, where 
necessary, equity nance and borrowings 
by way of bank facilities and working 
capital nance.
The Group’s nancial instruments comprise 
borrowings, cash and various items, such 
as trade receivables and trade payables 
that arise from its operations. The main 
purpose of these nancial instruments is to 
 nance the Group’s operations. The Group 
does not trade in nancial instruments. The 
main risks arising from the Group’s nancial 
instruments are described below. 
Liquidity and Interest Rate Risk 
The Group had net debt of £14.5m at the 
year end, comprising £15.1m 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 nancing facility debt 
obligations. Bank interest is charged 
on a oating 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 signi cant. 
There are no signi cant concentrations of 
credit risk within the Group, with no single 
debtor accounting for more than 18% 
(2011: 14%) of total receivables balances 
at 31 July 2012. 
Foreign Currency Risk 
The Board considers that the Group does 
not have any material risks arising from the 
e ects of exchange rate uctuations.
Tony Dyer 
Chief Financial O cer
4 October 2012   Matchtech Group plc Annual Report 2012  page 18
 
BUSINESS REVIEW
 
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.
To enable it to deliver value to all 
stakeholders, the Board endeavours to 
mitigate these risks where possible. In 
order to achieve its business objectives, 
the Group must respond e ectively to the 
associated risks. The Group has established 
risk management procedures, involving 
the identi cation and monitoring of 
strategic and operational risks at various 
Principal Risks and Uncertainties
RISK AREA AND POTENTIAL IMPACT GROUP STRATEGY MITIGATION
MARKET
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 Group focuses on 
maintaining a strong bias 
towards being a contractor-
led recruitment business
 Just under 70% of the Group’s net fee income (NFI) 
is recurring contract business across a broad range 
of sectors and clients
 The Group’s client base largely consists of businesses 
working on long-term projects
 The engineering sector, because of its project-based 
nature, demands a flexible workforce which drives 
demand for contract labour
UK Public Sector expenditure Changes 
to public expenditure levels could have 
an impact on recruitment demand. This 
in turn could affect the Group’s NFI that 
is ultimately derived from the UK public 
sector funding
The Group continually 
reviews its direct and 
indirect exposure to the 
Public Sector seeking to 
ensure a balanced and 
varied portfolio of Public 
Sector business
 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 the Group’s Public 
Sector funded NFI is generated with outsourced 
providers working on long-term contracts
 The majority of the Group’s Public Sector funded NFI is 
derived from large and ongoing infrastructure projects
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, may have 
a material adverse effect on cash flow
The Group strives to 
maintain a broad spread 
of blue chip and Public 
Sector clients
 The Group has over 1,600 fee paying clients and is not 
over-reliant on one client
 Top client 6% of Group NFI
 Top 5 clients 18% of Group NFI
 Top 10 clients 24% of Group NFI
 Top 50 clients 46% of Group NFI
Competition The recruitment market 
is highly fragmented and competition 
is intense
The Board works under the 
ethos that whilst remaining 
competitive the business 
must retain its integrity, 
work in a professional 
manner and be compliant
 The Board and Executive regularly meet to discuss and 
agree strategy to minimise this risk
 The Group recognises 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
The Group continually seeks 
to expand the remit of its 
services to ensure that, 
whilst it aims for significant 
market penetration in each 
market, the overall market 
it supplies is expanding
 Having expanded overseas through the opening of the 
German office, the acquisition of XRS has given further 
access into the European marketplace
 The Group has supplied candidates into 30 countries this 
year, and continues to explore client led opportunities 
across the world
 Having diversified into the Professional Services 
market and opened 3 strategic locations in the UK, the 
Group continues to review the opportunities to expand 
further domestically
levels of management. The risk register is 
monitored by the Legal and Compliance 
team, who undertake regular reviews 
with executive members of the Board. 
The Board regularly reviews material 
risks identi ed and risk management is 
embedded in the annual budgeting and 
strategic planning processes. At its monthly 
meeting the Board identi es, monitors 
and reviews what it considers to be the 
Group’s major current strategic risks. It is 
not, however, possible to fully mitigate all 
risks that the Group encounters. In addition 
to market risk, credit risk and liquidity and 
interest rate risk, which are covered under 
Group nancial risk management in the 
Chief Financial O cer’s Report on page 
16, the principal key risks for the Group 
have been assessed as follows:   Matchtech Group plc Annual Report 2012  page 19
BUSINESS REVIEW
RISK AREA AND POTENTIAL IMPACT GROUP STRATEGY MITIGATION
MARKET
Shortage of skilled candidates In a 
candidate shortage marketplace there is 
increased competition and, whilst easing 
during the economic slowdown, there are 
still shortages of highly skilled engineers 
in many sectors
The Group focuses heavily 
on candidate attraction to 
ensure we have the best 
candidates available to our 
clients in a timely manner
 The Group employs a Resource Team that reviews the 
internet job boards for the most up-to-date candidates
 Search engine optimisation seeks to ensure that the 
Group’s websites are one of the primary results returned 
from internet searches for jobs in our sectors, driving 
candidates directly to our database
 All candidates are stored on our in-house database, 
meaning our consultants are only using one search tool, 
thereby improving the chance of us delivering the right 
candidate to the client first
FINANCIAL AND COMPLIANCE
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
The Group actively seeks 
to ensures it operates well 
within its funding facilities
 We maintain a strong balance sheet with low gearing.
 Net debt as at 31 July 2012 was £14.6m. Banking 
facilities have been increased to £50m
 We have long standing banking relationships and 
regular discussions to seek to ensure we have the banks’ 
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 seeks to ensure 
that it has good financial 
controls at all times
 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 employs its 
own in-house compliance 
team which constantly 
reviews new regulations 
and monitors our internal 
processes and procedures 
to minimise the chance of 
non-conformance and the 
risk to all stakeholders
 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
STRATEGIC AND OPERATIONAL
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 has a strong 
record of developing and 
retaining key staff, whilst 
seeking to add additional 
external talent
 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
Technology 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 regularly reviews 
its software requirements 
undertaking benchmarking 
reviews of external
comparator software
 The Group employs its own team of in-house developers 
to ensure its in-house recruitment software is focused on 
streamlining the recruitment process and providing high 
levels of service delivery
 Reliance on external software and its providers is 
minimised down to specialist software only
Loss of business continuity Operating 
from one site can lead to a risk from loss 
of business continuity
The Group regularly reviews 
its business continuity and 
has a dedicated Business 
Continuity Manager
 The Group’s business continuity strategy includes 
a highly resilient infrastructure within the Group’s 3 
building major site in Fareham, Hampshire
 The Group has also contracted a further Disaster Recovery 
facility where our staff would relocate to in the event of 
a major disaster   Matchtech Group plc Annual Report 2012  page 20
BUSINESS REVIEW
Growing:
Industry specialism 
reaps benefits
On the back of the strong demand we 
grew contractor numbers by 12% driving 
contract net fee income (NFI) up 20% to 
£20.7m. Having, over the last few years, 
witnessed reduced contract margins 
through client supplier rationalisation, 
this year we saw a stabilisation and in 
certain sectors opportunities to increase 
our margins. Contract gross margins for 
the year were 6.5%, essentially the same 
as the 6.6% generated in 2011.
We placed 2% more candidates into 
permanent roles, growing permanent 
fees by 13% to £6.9m.
Engineering Sector
The largest sector within Matchtech grew 
NFI by 19%.
Operating Review   Matchtech Group plc Annual Report 2012  page 21
BUSINESS REVIEW
 Contract NFI Permanent fees
NFI split
 2012 
75% £20.7m
25% £6.9m
 2011 
74% £17.3m
 26% £6.1m
£27.6m £23.4m
 Contract NFI Permanent fees
NFI split
 2012 
75% £20.7m
25% £6.9m
 2011 
74% £17.3m
 26% £6.1m
£27.6m £23.4m
Marine
The Naval shipyards and defence 
suppliers continued to experience a 
peak in the demand for shipbuilding 
design, engineering and build personnel, 
predominantly on the Queen Elizabeth 
Class aircraft carrier project. Such demand 
is expected to continue as further projects, 
including Type 26 and the Successor 
Submarine project, come on stream. 
The commercial and leisure marine 
markets, which have been adversely 
a ected in recent years, showed positive 
signs of recovery and growth.
Automotive 
The UK car industry’s exposure to Asian 
and North American export markets, from 
a design and manufacturing perspective, 
has fuelled demand for our clients’ 
products, which in turn has drawn inward 
investment into UK product development 
and increased our clients’ requirement 
for exible skilled labour. 
Aerospace 
The UK’s aerospace industry continued to 
grow as a result of continued investment 
in advanced technologies, materials and 
manufacturing techniques. We have been 
successfully working with our clients in 
developing innovative ways of meeting 
their recruitment needs and overcoming 
the sectors skills shortages. We continue 
to support aircraft projects including the 
A350, A320, C-series, EH101 and AW159 
F-Lynx Wildcat programmes.
Energy
Our focus has remained within the oil and 
gas and renewable energy markets where 
we have continued to grow our presence. 
Through having a strategically placed o ce 
in Aberdeen, we have been able to further 
our client relationships and accelerate 
growth. The high oil price in the last year 
has resulted in the oil and gas industry 
continuing to be busy and it is expected 
to remain so. 
Built Environment Sector
The growth in NFI of 9% in the built 
environment sector was driven mainly from 
the utilities sector with the continuation 
of the Asset Management Programme 
(AMP5) in the water industry where, with 
the planning phase of AMP6 expected to 
shortly commence, we expect to continue 
to have high levels of demand. 
We also saw growth in highways, tra c and 
planning, primarily driven by Public Sector 
expenditure in money through the Highways 
Agency and Local Authority clients.
We have grown our business in the rail 
industry on the back of both new build 
(Crossrail) and refurbishment/maintenance 
projects, where the demand for discipline 
engineers remains high. 
We also continued to have success 
in the nuclear defence and the power 
transmission and distribution sectors. 
Information Systems and T echnology Sector
We experienced strong demand for IT 
candidates across the Group’s expanding 
client base. Our ability to source niche 
technology candidates as a result of our 
skill set and industry specialism has fuelled 
growth of 26% in NFI. 
We have continued to diversify into new 
niche areas and have made good progress 
in IT security and cyber security, alongside 
capitalising on clients’ R&D technology 
investment which has remained high. 
Science and Medical Sector
Despite a number of key sta changes 
in the year this sector still delivered 11% 
growth in NFI as a result of a signi cant 
amount of business development activity 
throughout the pharmaceutical and 
biotechnology, food and drink, medical 
device and medical industries.
Our Managed Service Provider has 
continued to support some of the Group’s 
major framework contracts through 
account management support and bespoke 
client services. The accounts that elemense 
manages generated £65.2m of revenue 
across the Group.
elemense bene ts from the historic 
strength of Matchtech Group within the 
engineering market for lead generation and 
delivery capability, but also from its ability 
to act independently of the Group as and 
when required. 
This year elemense generated over £0.5m 
of NFI ful lling client requirements that fall 
outside of the Group’s core capabilities; 
requirements that would otherwise have 
gone outside the Group.
Matchtech: Matchtech delivered another strong performance 
this year. Many sectors that we supply into, continue to have 
acute skills shortages and demand for contract labour has 
been strong. Our niche focus and ability to source hard to 
find candidates has served us well.    Matchtech Group plc Annual Report 2012  page 22
 Contract NFI Permanent fees
NFI split
 2012 
26% £1.5m
74% £4.2m
 2011 
30% £1.3m
70% £3.0m
£5.7m £4.3m
BUSINESS REVIEW
Barclay Meade
In its second year of trading, the Barclay 
Meade brand continued to develop, 
delivering similar growth to that in year 
one. NFI was up 27% compared with 
the previous year. 
As the brand has established itself, 
Barclay Meade has become a more familiar 
name in the market and this, along with 
the new consultants becoming more 
established with the Group’s culture, has 
allowed the business to take market share 
in challenging and highly competitive 
economic conditions.
Our strategic regional o ces have 
provided a strong foundation. The 
Aberdeen o ce was established to 
leverage our strong Group relationships in 
the oil and gas sector. Our St Albans o ce 
serves the SME market in the Northern 
Home Counties. At the Group’s head o ce 
in Whiteley, the team continues to focus on 
maximising opportunities from within the 
Group brands across the South Coast. 
Our London o ce has taken longer to 
establish itself than intended, but is now 
working with a range of FTSE companies 
and household brands throughout London. 
A strong culture of cross-selling across the 
o ce has been critical to this success.
Overall, we have now established a 
repeat client base of SME clients through 
e ective cross-selling across the full 
ranges of specialist functions; Finance and 
Accounting, Procurement, Supply Chain, 
HR, Sales, and Marketing. 
As with any developing new business, 
recruiting and retaining the right people 
is challenging. We have not always 
been able to identify the right talent 
to match our established culture. We 
are now con dent we have the right, 
experienced management team in place, 
along with a strong culture of mentoring 
and development. 
This will enable us to retain our core talent, 
whilst identifying the next generation of 
consultants to maintain the high levels 
of growth. 
This coming year we aim to further invest 
in our core specialist areas, aiming to take 
further market share without the need to 
expand into new locations.
Alderwood
The Alderwood brand has developed 
strongly in the year on the back of 
continued government investment in 
skills initiatives to support the long-term 
unemployed. NFI generated in the year 
of £1.0m was up 67% (2011: £0.6m).
Alderwood is now a recognised brand 
and a leading provider within the Welfare 
to Work sector. It has also cemented its 
position as the market leader within the 
Work-Based Learning market. This has 
been achieved through a mixture of rst 
class service delivery, strong account 
management and extensive networking 
and sector awareness. 
Our quarterly client dinners, hosted by 
Alderwood Non-Executive Director, Lord 
Jim Knight, have proved to be both popular 
and highly successful. As a result, our 
client portfolio has evolved to encompass 
a wider range of organisations from small, 
family owned training companies to large, 
national framework providers.
We will continue focusing on our core areas 
of strength whilst further developing our 
client services with the aim of providing 
a more complete recruitment solution. 
Operating Review continued
Professional Services: Both brands have continued to develop 
well with NFI up 33% on the previous year. The average fee per 
placement increased 7% to £4,700 (2011: £4,400).   Matchtech Group plc Annual Report 2012  page 23
BUSINESS REVIEW
Diversifying: 
Creating a genuine 
partnering approach   Matchtech Group plc Annual Report 2012  page 24
BUSINESS REVIEW
The provision of effective and consultative recruitment services relies on the 
continuity and development of mutually beneficial business relationships. 
This same principle underpins the relationship between a business and its 
own people. Making Matchtech a great place to work is not just a desirable 
objective – it is central to our shareholder proposition.
Adding value: 
Enhancing our 
capabilities
STRATEGIC OBJECTIVES
With the future success of the 
Group intrinsically based on 
the performance of our sta 
we aim to:
 > Attract and recruit the 
best talent
 > Ensure excellent employee 
engagement and 2-way 
communication
 > Create exciting career 
opportunities
 > Provide rst class training 
and mentoring across 
the Group
Human Resources Report   Matchtech Group plc Annual Report 2012  page 25
BUSINESS REVIEW
Overview
We are a vibrant organisation with strong 
values and this is why we continue to 
develop strong client relationships and 
candidate loyalty.
The ambitious plans for the development 
of the Group rely heavily on the e ective 
delivery of Human Resources support to 
all the people in the organisation.
Staff Numbers and Attrition
Total sta numbers at 31 July 2012 
were 381 (31 July 2011: 350). Sales force 
headcount has risen from 266 to 291. This 
increase re ects our investment in both 
the new professional services brands along 
with additional headcount in Matchtech UK 
where activity levels have increased over 
the year.
Group attrition for the year was down to 
23% (2011: 30%), a decrease that re ects 
the success of the new brands in becoming 
established.
Recruitment
The need to attract and recruit high quality 
sta for the expanding Group is paramount. 
Our focus this year will be on enhancing 
our recruitment search and selection 
processes. One of the most e ective ways 
of reducing sta attrition is to ensure that 
we recruit the right people in the rst place.
Engagement
We recognise that successful employee 
engagement revolves around good, regular 
internal communication. The need to 
maintain a proactive 2-way exchange of 
information is key to understanding the 
key motivators of our sta .
We conduct regular sta surveys, gaining 
useful feedback which helps us to shape 
our people strategies. 
This was re ected in the Group being 
ranked 25th Best Company to Work For 
2012 by the Sunday Times.
The provision of e ective and consultative 
recruitment services relies upon the 
continuity and development of mutually 
bene cial business relationships. This 
same principle underpins the relationship 
between a business and its own people. 
Development
Personal development is a key factor 
in employee satisfaction and a growing 
business creates its own career 
opportunities for sta and we therefore 
continue to focus on and improve our 
talent management processes.
By placing continued and signi cant 
emphasis on developing our sta skills 
and our continued investment in training, 
we have expanded our in-house learning 
and development capabilities this year. 
We have also made further investment in 
our Graduate Training Programme to meet 
future demand for sales sta .
By enhancing our leadership training 
across the business we aim to ensure that 
all management sta have the required 
competency to manage and develop their 
own sta to a high level. At the same time 
we are coaching our senior management 
team to aid their strategic thinking.
Diversity
We believe that diversity is a business 
issue and needs to be managed 
accordingly. Unless we are able to attract 
and retain talented individuals from a 
broader range of backgrounds than has 
been the case historically, we will fail to 
realise our plans for the coming years. 
The Group understands that it is essential 
to attract and retain talented individuals 
who re ect the diverse nature of the areas 
in which we work.
The Group has policies in place to ensure 
that our candidate attraction does not 
exclude any individuals based upon 
diversity, and recruits sta purely based 
upon their abilities. 
Although currently there are no women 
on the Board, women account for 17% of 
management and 40% of all employees. 
The Board recognises the bene ts of 
having a diverse cross-section of people 
in senior management positions. It 
understands that the gender imbalance 
needs to be addressed at these levels and 
will continue to dedicate time over the 
coming months to consider diversity.
External Community
The Group recognises the importance 
of its links with the communities in which 
it operates and with the increasing needs 
of sta to feel their employers are engaged 
in positive action.
The Group encourages and supports 
our sta in undertaking charitable work, 
fundraising, volunteering activities and 
sports and social activities. The Group’s 
current chosen charity is Friends of PICU, 
the charity supporting the Paediatric 
Intensive Care Unit at Southampton 
General Hospital, www.friendsofpicu.org.uk.   Matchtech Group plc Annual Report 2012  page 26
Integrity
Responsible, 
honest and fair in 
our dealings with 
all stakeholders
Fun
Enjoy what we 
do and celebrate 
success
Innovation
Be creative 
and challenge 
the ‘norm’
T eamwork
Positive collaboration 
and mutual trust
Enthusiasm
Energy, passion 
and drive in all 
we do
BUSINESS REVIEW
Human Resources Report continued
Corporate and Social Responsibility
Matchtech Group is committed to doing 
business responsibly in its interaction with 
clients, the environment, and within the 
local community.
Innovation, Integrity, Enthusiasm, 
Teamwork, and Fun are the underlying 
values that we expect in the make-up of 
our people, and these values are the basis 
of our approach to Corporate and Social 
Responsibility (CSR).
Delivering a responsible service to 
our clients means upholding the highest 
professional standards. Through active 
membership of our professional body, 
the REC, and by supporting the Advocacy 
Programme, we are helping to raise 
professional standards in our industry. In 
the last 2 years, key individuals received 
recognition for their contribution, receiving 
awards at the governing body’s annual 
awards in the categories of Best Newcomer 
and Best Contract Consultant.
Interacting responsibly with the 
environment is about minimising our 
impact. For our business, this is about 
energy reduction and recycling, and we 
have taken steps over the last 2 years to 
reduce energy consumption by increased 
use of timers to turn o equipment not in 
use, by switching from paper to sustainable 
sources, and by further reducing our 
company vehicle carbon emission limits.
Over the coming months we will be bringing 
together all aspects of the Group’s CSR 
activities under one overarching policy to 
help ensure that we maximise the bene ts 
that we can give.
In March 2012 the Group joined the charity 
Business in the Community. Following the 
initial induction and training periods we are 
working with our dedicated account manager 
to identify areas where the business and our 
sta can make a di erence. 
Core values   Matchtech Group plc Annual Report 2012  page 27
BUSINESS REVIEW
Ensuring excellent 
employee engagement   Matchtech Group plc Annual Report 2012  page 28
BUSINESS REVIEW
Board of Directors
George Materna (59) 
Non-Executive Chairman
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. 
Adrian Gunn (47) 
Chief Executive O cer
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 O cer in 2007 and heads the 
Executive Team.
Tony Dyer (43) 
Chief Financial O cer
Tony 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.
Andy White (56) 
Non-Executive Deputy Chairman
Andy is a Chartered Engineer, a Fellow 
of the Royal Institute of Naval Architects 
and a member of the Royal Aeronautical 
Society. He formed Matchtech Engineering 
with George Materna in 1990.
Stephen Burke (52) 
Non-Executive Director
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 as Chief Executive 
O cer of Healthcare Locums plc in May 
2011. He has been a member of the Board 
since 2006.
Ric Piper (60) 
Non-Executive Director
Ric quali ed as a Chartered Accountant 
in 1977. He held senior nance 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 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. He has been a member of 
the Board since 2006.   Matchtech Group plc Annual Report 2012  page 29
BUSINESS REVIEW
Keith Lewis (46) 
Managing Director, Matchtech UK 
(appointed 5 September 2012)
Keith is the Managing Director of Matchtech 
UK and is responsible for all of our UK 
operations across the Engineering, Science 
and Medical, Built Environment and 
Technology sectors. Keith, a Fellow of the 
Institute of Recruitment Professionals (FIRP), 
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 Technical sector 
at the Recruitment and Employment 
Confederation (REC). 
Richard Bradford (49) 
Non-Executive Director
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 was 
previously Chief Executive of LPM Group, 
a private equity backed mid-market group 
of facilities management investments. 
He is currently Chief Executive of UK-based 
InHealth Group, a leading provider of 
diagnostics and imaging services. Richard 
joined the Board on 3 August 2011. 
Rudi Kindts (55) 
Non-Executive Director 
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 Tobacco, 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 Associate 
with Criticaleye – The Network Of Leaders 
and Executive Mentor at Merryck and Co. 
He collaborates with The Henley Centre 
for HR Excellence on a freelance basis and 
is Associate Consultant at Duke Corporate 
Education. He is a member of the Advisory 
Board of Thirsty Horses Ltd. Rudi joined the 
Board on 1 March 2012.    Matchtech Group plc Annual Report 2012  page 30
CORPORATE GOVERNANCE
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 and principal risks and 
uncertainties is provided in the Chairman’s Statement, the Chief 
Executive’s Review, the Operating Review, the Chief Financial 
O cer’s Report, the Corporate Governance Report and the 
Directors’ Remuneration Report, which are incorporated by 
reference into this report. 
A list of principal subsidiary undertakings and the countries 
in which they operate (Note 14 to the nancial statements) 
is also incorporated into this report by reference. 
Financial Instruments 
Details on the use of nancial instruments and nancial risk 
management are included in Note 22 to the nancial statements. 
Results and Dividends 
Information on the results and dividends is provided in the 
Chief Financial O cer’s Report on page 16.
Directors
The Directors who served during the period and at the date of this 
report are: 
Executive Directors 
Adrian Gunn (Chief Executive O cer) 
Tony Dyer (Chief Financial O cer) 
Keith Lewis (MD Matchtech) (appointed 5 September 2012) 
Non-Executive Directors 
George Materna (Chairman)
Andy White (Deputy Chairman) 
Stephen Burke 
Ric Piper 
Richard Bradford (appointed 3 August 2011) 
Rudi Kindts (appointed 1 March 2012) 
The biographical details of the Directors of the Company as at the 
date of this report are set out in the Board of Directors on pages 28 
and 29. 
Under the Company’s Articles of Association all Directors must 
retire at the rst Annual General Meeting (AGM) following their 
appointment by the Board and may o er themselves for election 
by shareholders. Rudi Kindts and Keith Lewis, following their 
appointment by the Board as Directors from 1 March 2012 and 5 
September 2012 respectively, will stand for election at the AGM. 
In line with the requirements of the UK Corporate Governance 
Code, which has applied to fully listed companies since 1 April 
2011 and which the Company has voluntarily chosen to comply 
with, all other Directors will retire at the AGM and, being eligible, 
will o er themselves for re-election. 
The Board considers that the performance of each of the Directors 
continues to be e ective and that each of them demonstrates 
a strong commitment to their role. 
Directors and O cers of the Company and its subsidiaries bene t 
from Directors’ and O cers’ liability insurance cover, in respect 
of legal actions brought against them. In addition, Directors of 
the Company are indemni ed 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 O cer 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 Memorandum 
and Articles of Association and any directions given by a special 
resolution of the shareholders. Speci c 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. 
The Directors and their Interests in Shares in the Group 
The Directors of the Company, who served during the year, 
and their interests in shares and share options of the Company 
are shown in the Directors’ Remuneration Report. 
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 con ict of 
interest with the Company on appointment and subsequently as 
they arise. Where such a con ict or potential con ict arises, the 
Board is empowered under the Company’s Articles of Association 
to consider and authorise such con icts 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 t. Details of the 
main committees of the Board are contained in the Corporate 
Governance Report (pages 34 to 37). 
The Directors are responsible for the maintenance and integrity 
of the corporate and nancial information included on the 
Company’s website. 
Legislation in the United Kingdom governing the preparation and 
dissemination of nancial statements may di er from legislation 
in other jurisdictions.    Matchtech Group plc Annual Report 2012  page 31
CORPORATE GOVERNANCE
Principal Risks 
The Board’s assessment of the Principal Risks and Uncertainties, 
the Group’s policy and its mitigations are detailed on pages 18  
and 19.
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 noti ed 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 33.60
Octopus Investments Limited 11.08
AXA Framlington 8.85
Paul Raine 7.74
Andrew White 4.66
British Steel Pension Fund 4.11
Corporate Governance 
The Corporate Governance Report is set out on pages 34 to 37 and 
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. 
Bribery 
The Matchtech 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 the 
Matchtech High Level Commitment Statement is included below. 
Anti-Bribery High Level Commitment Statement 
Matchtech Group plc is a leading engineering, professional and 
outsourcing recruitment group with almost 30 years’ experience. 
We value our reputation for ethical behaviour and nancial 
integrity and responsibility. 
The Group and its senior management are committed to ensuring 
full compliance with all anti-bribery and corruption laws and have 
a policy of zero tolerance. 
Matchtech Group plc believes in the highest standards of 
professional conduct and all Group employees are expected to 
carry out business fairly, honestly and openly and in accordance 
with Group policies. 
The standards expected of all employees are detailed in the 
Group’s Anti-Bribery, Gifts and Entertainment, Con icts of Interest 
and Whistle-blowing policies which have been put in place to help 
prevent bribery and provide a vehicle for con dential reporting. 
Disciplinary action, including dismissal, may be taken against any 
employee found to be in breach of any policy. 
The Group’s main Board and Legal and Compliance Department 
have worked hard in the development and implementation of bribery 
prevention procedures in order to maintain our reputation and ensure 
customer and business partner con dence. Our values and ethical 
business behaviours are the fundamental reason why we continue 
to develop strong client relationships and candidate loyalty. 
Matchtech Group plc aims to only work with companies that have 
made the same commitment to preventing bribery as we have. 
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 
and society through a number of charitable activities. During 
the year the Group made charitable donations of £25,000 
(2011: £17,000). 
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. Further 
information is provided in the Human Resources Report on  
page 24. 
Since the end of the year there have been changes to the structure 
of the Executive Management Team. Keith Lewis has been 
appointed to the Board and Nigel Lynn, Managing Director of 
Barclay Meade and Alderwood, Peter Collis, Managing Director of 
elemense and David Rees, Group HR Director have left the Group.
The Group is committed to achieving equal opportunities and to 
complying with anti-discrimination legislation. It is established 
Group policy to o er employees and job applicants the 
opportunity to bene t from fair employment, without regard to 
their sex, sexual orientation, marital status, race, religion or belief, 
age or disability. 
Employees are encouraged to train and develop their careers. 
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 e ected through the Board, 
the Group’s management brie ngs 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 2012 approximately 48% 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 
49% of sta eligible to participate, and the SIP is open to all sta . 
The Group also has a number of share options yet to be exercised 
from its Enterprise Management Incentive Scheme (EMI).    Matchtech Group plc Annual Report 2012  page 32
CORPORATE GOVERNANCE
Directors’ Report continued
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. The Group had 9 creditor days outstanding 
at 31 July 2012 (2011: 9 days), based on the average daily cost of 
sales and invoicing during the year. 
The Company, as a holding company, did not have any amounts 
owing to trade creditors as at 31 July 2012 (2011: £nil). 
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, it has a robust business 
continuity strategy and has built a highly resilient infrastructure. 
It has a further disaster recovery facility where our sta would 
relocate to in the event of a major disaster. 
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 nancial statements in accordance with applicable laws 
and regulations. 
Company law requires the Directors to prepare Group and Parent 
Company nancial statements for each nancial year. As required 
by the AIM Rules of the London Stock Exchange they are required 
to prepare the Group nancial 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 nancial statements on the same basis. 
Under company law the Directors must not approve the nancial 
statements unless they are satis ed that they give a true and 
fair view of the state of a airs of the Group and Parent Company 
and of their pro t or loss for that period. In preparing each of the 
Group and Parent Company nancial 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 nancial 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 su cient to show and explain the Parent 
Company’s transactions and disclose with reasonable accuracy 
at any time the nancial position of the Parent Company and 
enable them to ensure that its nancial 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 nancial information included on the Company’s 
website. Legislation in the UK governing the preparation and 
dissemination of nancial statements may di er from legislation 
in other jurisdictions.    Matchtech Group plc Annual Report 2012  page 33
CORPORATE GOVERNANCE
Disclosure of Audit Information 
The Directors con rm 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 nancial statements, the Directors consider 
that the Company and the Group have su cient 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 nancial 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 Company’s independent external auditor, KPMG Audit Plc who 
was initially appointed in March 2011, has expressed its willingness 
to continue in o ce and resolutions for their reappointment and 
to authorise the Directors to determine their remuneration 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 O cer 
4 October 2012 
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 
O cer’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 
veri ed. 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. These and other 
factors could adversely a ect the Group’s results, strategy and 
prospects. Forward-looking statements involve risks, uncertainties 
and assumptions. They relate to events and/or depend on 
circumstances in the future which could cause actual results and 
outcomes to di er materially from those currently anticipated. No 
obligation is assumed to update any forward-looking statements, 
whether as a result of new information, future events or otherwise.   Matchtech Group plc Annual Report 2012  page 34
CORPORATE GOVERNANCE
Corporate Governance Report
LETTER FROM THE CHAIRMAN
I am once again pleased to present the Board’s Annual Report 
on Corporate Governance. 
In writing this letter directly to all our shareholders, I would like 
to reiterate my personal commitment and that of the whole Board 
to the continued maintenance of good governance – meaningful, 
relevant and focused on our business. 
Whilst the speci c practices and procedures have necessarily 
changed over the years, I believe that Matchtech has followed the 
same principles of governance since I founded the business almost 
30 years ago. 
We treat all our stakeholders – candidates, contractors, clients, 
sta and shareholders – as we ourselves wish to be treated, 
honestly and openly. We are open when things go well – as we 
believe they usually do – and particularly when they go wrong, 
seeking to resolve them promptly. 
Naturally, we have continued to disclose the usual information  
in the Annual Report and on the Matchtech Group plc website  
www.matchtechgroupplc.com. 
However, I would like to mention the topics on which the Board 
has particularly focused this year. 
Responding to Increasing Scale and Complexity
The Group has increased signi cantly in scale. Compared with 
5 years ago revenue is over 4 times higher and compared with 
10 years ago it is up nearly 500%. In recent years we have seen 
further complexity with the introduction of a multi-brand strategy 
and operations outside the UK and the rst acquisition ever made 
by Matchtech.
In the context of these rapid changes – and with more expected 
as part of the Board’s strategy – we have spent time ensuring the 
Group has a Delegation of Authority which is appropriate for its 
current needs and is updated as the business changes and grows.
We have focused on ensuring that the Group Executive is aware 
of and complies with the Board’s approach, as a fundamental part 
of the Group’s culture and risk management. Where necessary, 
we have adapted the way in which the Board and Committees of 
the Board work, seeking to ensure there is e ective review and 
approval of management’s proposals and review of operational 
performance.
Succession Planning 
For a number of years the Board’s membership remained 
unchanged. I believe we have a well-matched team by experience 
and temperament. 
During the year I am pleased that we were able to strengthen 
our team by making 2 Non-Executive appointments to the Board, 
namely Richard Bradford in August 2011 and Rudi Kindts in March 
2012. Both have made e ective contributions. Since the year end 
we have also appointed Keith Lewis to the Board as an Executive 
Director with e ect from 5 September 2012.
From our experiences as a team, we all recognise the importance 
of diversity, of perspective, experience, thought, gender, ethnicity 
and nationality. We will be giving this high priority in the next 
stage of our succession planning, including in senior management 
appointments.
Best Practice 
We have continued with a performance review for each Director, 
which I undertake each year. 
Furthermore, in 2012 the Deputy Chairman undertook a similar 
review of me in my role as Chairman. This will be undertaken 
annually.
The Audit Committee was evaluated for the rst time, with a report 
for the Board prepared by the Group’s auditor.
George Materna 
Chairman 
4 October 2012   Matchtech Group plc Annual Report 2012  page 35
CORPORATE GOVERNANCE
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 listed on the Official 
List, 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 
in September 2010, as far as applicable. 
Board’s Management Objectives 
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.
E cient 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 signi cant tangible and 
intangible assets and these are regularly reviewed and updated.
E ective 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 signi cant 
decisions. The Board is provided with regular appropriate 
management and nancial 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.
There is a formal schedule of matters reserved for their decision 
which includes strategy, the approval of nancial statements and 
shareholder circulars, treasury policy, major capital investments 
(including acquisitions and disposals) and risk management strategy.
The Board, Including Performance Evaluation 
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 e cient and e ective 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 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. 
Directors are required to notify the Company Secretary of any 
potential con icts of interest when they are appointed to the 
Board and, following appointment, as new potential con icts 
arise These noti cations 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 speci cally to the Board for decision, delegating speci c 
responsibilities to Committees.    Matchtech Group plc Annual Report 2012  page 36
CORPORATE GOVERNANCE
Board Meetings Audit Committee Remuneration Committee Nominations Committee AGM
Attendance MaximumActualMaximumActualMaximumActualMaximumActualMaximumActual
George Materna 14 14 – – – –2211
Adrian Gunn 14 13 – – – – – – 1 1
Tony Dyer 14 13 – – – – – – 1 1
Ric Piper 14 1466772211
Stephen Burke 14 1265762111
Andy White 14 13 –––––– 1 1
Richard Bradford 14 14 – – – – – – 1 1
Rudi Kindts 7 7 –– 5 5––––
The Chairman and the Non-Executive Directors meet without the Executive Directors present at least once a year. The Chairman had no 
other signi cant commitments in the 2 years ended 31 July 2012. 
All Directors have access to the advice and services of Tony Dyer, the Chief Financial O cer, 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. 
In line with the requirements of the Code, which has applied to fully listed companies since 1 April 2011, the Group has voluntarily chosen 
that all Directors will retire at the AGM and, being eligible, will o er themselves for re-election. 
The Board is committed to ensuring its e ectiveness. It recognises the bene t of performance evaluation of the Board, Directors and Board 
Committees and exercised this during the year. 
3 years ago the Board undertook individual Board member leadership pro le assessments, and a Board culture survey that involved the 
whole Group management team. The recommendations arising from this process were considered by the Board and appropriate actions 
identi ed and implemented. 
During each of the last 2 years the Chairman undertook performance assessments with each Director. These will be undertaken each year. 
In the year to 31 July 2012 the Deputy Chairman undertook a performance assessment of the Chairman. This will be undertaken annually.
The Board is satis ed with the current balance between Executive and Non-Executive Directors, which allows it to exercise objectivity in 
decision making and proper control of the Group’s business. The Board does recognise that the composition of the Board needs to be kept 
under regular review. 
The Board is also satis ed 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 the Nominations 
Committee and of the Remuneration Committee were reviewed in 2012. The Terms of Reference of the Audit Committee, which were last 
reviewed in September 2011, will be reviewed in the coming 12 months. 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 nal sign o for an agreed course of action within strict parameters. 
Audit Committee 
The responsibilities and operation of the Audit Committee are described in the Audit Committee’s Report on pages 38 and 39.
Remuneration Committee 
The responsibilities and operation of the Remuneration Committee are described in the Directors’ Remuneration Report on pages  
40 to 44. 
Nominations Committee
Nominations Committee Key Responsibilities
George Materna
Chairman 
(Group Non-Executive 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 ll 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 with regard to membership of the Audit and 
Remuneration Committees in consultation with the Chairman of each Committee
Corporate Governance Report continued   Matchtech Group plc Annual Report 2012  page 37
CORPORATE GOVERNANCE
Stephen Burke and Ric Piper stood down from the Nominations 
Committee on 31 July 2012. 
Richard Bradford and Rudi Kindts were appointed to the Committee 
on that date.
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.
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 within 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 o ce 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. There is currently 
no Senior Independent Director, although there is a Deputy 
Chairman. The Board will review annually the need for a Senior 
Independent Director. 
Internal Control 
The Board is responsible for reviewing and approving the 
Group’s governance framework and ensuring its adequacy 
and e ectiveness. Internal controls, which include nancial, 
operational and compliance and risk management systems, 
are central to this framework: 
 The system of internal nancial and operational controls 
is designed to meet the Group’s particular needs and aims, 
to facilitate e ective and e cient operations, to safeguard 
the Group’s assets, ensure proper accounting records are 
maintained, and ensure that the nancial 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 con rms that there is a continuing process for 
identifying, evaluating and managing the risks faced by the 
Group, with further improvements planned for the current 
 nancial year
 The Audit Committee and the Board review, at least annually, 
whether an internal audit function is required. Some initial internal 
audit work has been undertaken in the 2012 nancial year and 
further work will be undertaken in the current nancial year
 A separate report on principal risks and uncertainties is in 
the Principal Risks and Uncertainties section
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 nancial 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 O cer operates 
within a framework of delegated authorities and reserved powers 
which seek to ensure that certain transactions, signi cant 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 sta and is continually accessible. 
Corporate Policies 
The Board has introduced 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 sta 
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 nancial 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 
38 and 39.
Relations with Shareholders 
The Board regards e ective communication with shareholders 
as crucial. 
Relations with shareholders are managed principally by the 
Chief Executive O cer and Chief Financial O cer. Meetings are 
held regularly throughout the year with institutional investors, 
fund managers and analysts. 
The Chairman, Deputy Chairman 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 O cer or Chief Financial O cer. 
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 
brie ngs 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.   Matchtech Group plc Annual Report 2012  page 38
CORPORATE GOVERNANCE
Audit Committee’s Report 
This report describes the membership and operation of the Audit Committee.
Audit Committee Key Responsibilities
Ric Piper 
Chairman 2006 to date 
(Independent Non-Executive Director)
Stephen Burke 
Member 2006 to date
(Independent Non-Executive Director)
 Monitoring the integrity of the half-yearly and annual nancial statements and formal 
announcements relating to the Group’s nancial performance
 Reviewing signi cant nancial reporting issues and accounting policies and disclosures 
in nancial reports
 Reviewing the e ectiveness of the Group’s internal control procedures and risk 
management systems
 Considering how the Group’s internal audit requirements shall be satis ed and making 
recommendations to the Board
 Making recommendations to the Board on the appointment or re-appointment of the Group’s 
independent external auditors
 A review of the independent auditor’s audit strategy and implementation plan and its ndings 
in relation to the Annual Report and half-year report 
 Overseeing the Board’s relationship with the independent external auditors including 
their continuing independence and, where appropriate, the selection of new independent 
external auditors
 Ensuring that an e ective whistle-blowing procedure is in place
Ric Piper quali ed 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 nancial experience. 
The Committee met 6 times during the year. The external auditor attended all 6 of the meetings; and the Committee met privately with the 
external auditor on each occasion. 
Operation of the Committee 
The Committee’s Terms of Reference were reviewed and updated in September 2011 to conform to current best practice. No signi cant 
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 2013.
The main activities of the Committee during the year were as follows:
 Financial statements. The Committee reviewed the interim and full year nancial statements. Presentations were made by management 
and the auditor about the key technical and judgemental matters relevant to the nancial statements. The Committee was satis ed that 
it was appropriate for the Board to approve the nancial statements
 Internal nancial control systems. The Committee reviewed the recommendations made by the independent auditor and management’s 
responses and actions. The Committee was satis ed 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. Certain specialist internal audit work was 
undertaken by an external organisation
 The Committee expects to give greater focus to internal audit in Financial ear 2013
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.    Matchtech Group plc Annual Report 2012  page 39
CORPORATE GOVERNANCE
Independent Auditor 
The appointment of the independent external auditor is approved 
by shareholders annually. The independent auditor’s audit of the 
 nancial 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 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 rm commencing with audit work for the year ending 
31 July 2011. 
The independent auditor provides the following services: 
 A report to the Audit Committee giving an overview of the 
results, signi cant contracts and judgements and observations 
on the control environment
 An opinion on the truth and fairness of the Group and 
Company accounts
 An internal control report, following its audit, highlighting 
to management any areas of weakness or concern
The Audit Committee monitors the cost-e ectiveness 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 Audit Committee also regulates the appointment of former 
employees of the independent auditor to positions in the Group.
 
The Audit 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 nancial statements. The Committee concluded 
that the level of non-audit fees, which represent 31% of the audit 
fees for the Group, did not have a negative impact on KPMG Audit 
Plc’s independence.
The independent external auditor also operates procedures 
designed to safeguard their objectivity and independence. 
These include the periodic rotation of audit partner, use of 
independent concurring partners, use of a technical review panel 
(where appropriate) and annual independence con rmations 
by all sta . 
The independent external auditor reports to the Committee 
on matters including independence and non-audit work 
on an annual basis. 
Independent 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 Board and the Audit Committee will be working on 
implementing the recommendations of the report, particularly 
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 
4 October 2012   Matchtech Group plc Annual Report 2012  page 40
CORPORATE GOVERNANCE
The Group has a Remuneration Committee which is responsible, on behalf of the Board, for developing remuneration policy. As Matchtech 
Group plc is an AIM-listed company rather than a fully listed company, it is not required to disclose all the information in the Remuneration 
Committee Report, but the Board has chosen to do so as a voluntary disclosure. 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, e ective February 2010. The Company’s statement on remuneration policy is set out 
together with details of the remuneration of each Director.
Membership and Scope of Remuneration Committee Key Responsibilities
Stephen Burke
Chairman 
(Independent Non-Executive Director) 
Ric Piper 
(Independent Non-Executive Director)
Rudi Kindts
Joined 29 March 2012 
(Independent Non-Executive Director)
 Determining and agreeing with the Board the remuneration policy for the Chief Executive 
O cer, Chief Financial O cer, Chairman and senior executives
 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 and Ric Piper have both been members of the Remuneration Committee since 2006.
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 Chairman, Executive 
Directors and other senior management, and to determine the level of remuneration, incentives and other bene ts, compensation 
payments and the terms of employment of the Executive plc 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 2012 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 bene ts. During the year, the Committee instructed 
PricewaterhouseCoopers LLP to design and implement a Value Creation Plan (VCP) for the Executive Directors and senior management. 
No Directors, other than the members of the Remuneration Committee, provided material advice to the Committee on Directors’ remuneration. 
Remuneration Policy 
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 Group strives to link payment to performance and thereby create a performance culture. 
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 are outlined in the following sections.
Base Salary and Benefits 
The Committee establishes salaries and bene ts 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 bene ts are conducted 
annually by the Committee. 
Profit Bonus 
The performance-based commission for the Executive Directors is based upon a xed percentage of pre-tax pro ts generated by the 
Group in the year. 
Director 
Chief 
Executive 
O cer
Chief 
Financial 
O cer
Pro t bonus percentage 0.50% 0.40%
Directors’ Remuneration Report   Matchtech Group plc Annual Report 2012  page 41
CORPORATE GOVERNANCE
Annual Profit Growth Bonus 
The annual pro t growth-based bonus is based upon the Group’s pre-tax pro t performance in the year, compared with the baseline 
pre-tax pro t from the previous year. This bonus is paid at the end of the year. 
The following bonus rates are paid on the increase in pro ts for the year. The Remuneration Committee may vary the rates during the year 
to take account of any acquisitions or disposals during the year. 
Director 
Chief 
Executive 
O cer
Chief 
Financial 
O cer
0%–5% 1.00% 0.80%
5%–10% 2.00% 1.60%
10%–15% 3.00% 2.40%
15%–20% 4.00% 3.20%
20%–25% 5.00% 4.00%
25%–30% 6.00% 4.80%
30%–35% 7.00% 5.60%
35%+ 8.00% 6.40%
The baseline pro t for this year was £6.4m. 
Pension 
The Group contributes 10% of Adrian Gunn’s and Tony Dyer’s basic salaries into a group personal pension 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.
During the year the following Directors have been conditionally granted an award of units under the VCP:
Name Position
Number of  
VCP units
Percentage of total 
number of VCP units 
allocated and  
to be allocated
Adrian Gunn Chief Executive 266,000 26.6%
Tony Dyer Chief Financial O cer 145,000 14.5%
Other senior management 412,000 41.2%
Reserved for future allocations 177,000 17.7%
Included within other senior management are 145,000 units allocated to Keith Lewis, who was appointed a Director of the Company 
on 5 September 2012. The remaining 267,000 units are now reserved for future allocations following changes to senior management.
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 Company’s nal accounts 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 Matchtech 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 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 is 218 pence per Matchtech share, being the average share price of Matchtech shares for the 30 day period following the 
preliminary announcement of the Company’s 2011 nal results. This will result in the rst threshold price being 261.6 pence (218 pence 
increased by 20%).
At each measurement date each Director will receive an entitlement to Matchtech 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 fth year of the VCP when 50% of the shares are exercisable, with the balance exercisable 
1 year later.
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 sta .    Matchtech Group plc Annual Report 2012  page 42
CORPORATE GOVERNANCE
Long Term Incentive Plan (LTIP) 
The plc Executive Directors receive an annual grant of zero-priced share options. The grant for the year, made on 31 January 2012, 
(2012 LTIP) was 25,000 shares for the Chief Executive O cer and 16,000 shares for the Chief Financial O cer. 
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 satis ed:
EPS targets 2011 grant 2012 grant
Grant date 4 February 2011 31 January 2012
Measurement period F 2013 F 2014
Baseline EPS 25.96 pence 19.74 pence
Vesting
Below minimum target 37.46 pence 0% vesting 10% +RPI growth pa 0% vesting
Minimum target 37.46 pence 25% vesting 10% +RPI growth pa 33% vesting
Between minimum and  
maximum
37.46 pence – 48.31 pence straight-line vesting Between 10% and 20% +RPI 
growth pa
straight-line vesting
Maximum target >48.31 pence 100% vesting >20% +RPI growth pa 100% vesting
Status Deemed unlikely to vest
Total Shareholder Return (TSR) 
The TSR Underpin will be satis ed 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 the comparator group of listed recruitment companies. The composition of the comparator 
group is decided independently by the external remuneration advisors, PricewaterhouseCoopers LLP. 
TSR targets 2011 grant 2012 grant
Comparator group 20 Companies 20 Companies
Comparator companies Adecco SA, InterQuest Group plc, Work Group plc, 
Capita Group plc, Michael Page International plc, 
Impellam plc, CPL Resources plc, Morson Group plc, 
The Kellan Group plc, Harvey Nash Group plc, Prime 
People plc, Empresaria Group plc, Hays plc, Robert 
Walters plc, The ReThink Group plc, Healthcare 
Locums plc, Sta ine Group plc, Penna Consulting 
plc, Hydrogen Group plc and sThree plc
Adecco SA, InterQuest Group plc, Work Group plc, 
Capita Group plc, Michael Page International plc, 
Impellam plc, CPL Resources plc, Morson Group plc, The 
Kellan Group plc, Harvey Nash Group plc, Prime People 
plc, Empresaria Group plc, Hays plc, Robert Walters plc, 
The ReThink Group plc, Healthcare Locums plc, Sta ine 
Group plc, Penna Consulting plc, Hydrogen Group plc 
and sThree plc
Current status Deemed unlikely to vest so 
TSR underpin not tested
TSR underpin tested
Upper quartile – 18%
Median – 3%
Lower quartile – (6%)
Matchtech group plc – (1%)
Ranking N/A Below Median
Deferred Share Bonus Plan (DSBP)
The Executive plc Directors receive an entitlement to a future grant of zero-priced share options based upon achieving a 1 year EPS 
performance condition. 
Upon satisfaction of that performance condition, a zero-priced share option will be granted over the appropriate number of shares. 
The option granted will be exercisable 50% on the rst anniversary of the date of grant of the Deferred Share Award, and 50% on the 
second anniversary, subject to continued employment with the Company or other member of the Group.
The entitlement for the year, made on 31 January 2012, was 25,000 shares for the Chief Executive O cer and 16,000 shares for the 
Chief Financial O cer. 
EPS targets  2012 grant
Below minimum target 29.0 pence 0% vesting
Minimum target 29.0 pence 25% vesting
Between minimum and maximum 29.0 pence – 31.2 pence straight-line vesting
Maximum target >31.2 pence 100% vesting
Directors’ Remuneration Report continued   Matchtech Group plc Annual Report 2012  page 43
CORPORATE GOVERNANCE
Diluted EPS for the year ending 31 July 2012 were 23.49 pence. Accordingly none of the Deferred Share Bonus Award will be granted 
as a zero priced share option. 
Share Incentive Plan 
During the year the Group operated a Share Incentive Plan (SIP) for Executive Directors and all sta called ‘Match’. 
Under the scheme, sta are entitled to buy shares in Matchtech Group plc out of pre-tax salary. They can invest up to a maximum 
of £125 per month or an annual lump sum of £1,500, 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). Sta 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 2012, the following shares were held in the scheme by the Executive Directors: 
Director Shares purchased under SIP
Shares awarded under 
matching element of SIP
Adrian Gunn 3,170 2,031
Tony Dyer 4,153 2,978
Total 7,323 5,009
TSR Performance 
The graph below illustrates the TSR of the Group for period 1 July 2007 to 31 July 2012, 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 bene t levels.
10%
0%
10%
–10%
–20%
–30%
–40%
–50%
–60%
–70%
–80%
1 July 2007
TSR from July 2007
1 July 2008 1 July 2009
Matchtech Group
FTSE AIM Industrial Goods and Services
1 July 2010 1 July 2011 1 July 2012
 
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
Bene ts 
£’000
Pro t 
bonus 
£’000
Growth 
bonus 
£’000
2012 
Total 
£’000
2011 
Total 
£’000
George Materna 83 8 3 – – 94 88
Adrian Gunn 158 50 17 40 49 314 249
Tony Dyer 125 43 10 32 39 249 199
Andrew White 42 – 2 – – 44 41
Ric Piper 42 – – – – 42 41
Stephen Burke 39 – 3 – – 42 41
Richard Bradford
1
42 –––– 42 –
Rudi Kindts
2
17 –––– 17 –
Total 548 101 35 72 88 844 659
1  Appointed 3 August 2011. 
2 Joined Board on 1 March 2012. Rudi Kindts was employed as a Board consultant for 6 months prior to 1 March 2012, in this period he earned £21,000.   Matchtech Group plc Annual Report 2012  page 44
CORPORATE GOVERNANCE
Directors’ Interests in Shares and Share Options 
The Directors’ interests in the share capital of the Group at 31 July 2012 are shown below. There are no changes to this information 
as at the date of this report. 
Shares 
Director 
Ordinary 
shares at 
31 July 
2011
Change  
in year
Ordinary 
shares at 
31 July 
2012
% of 
share 
capital
George Materna 7,877,405 – 7,877,405 33.6%
Adrian Gunn 410,217 8,799 419,016 1.8%
Tony Dyer 295,381 5,875 301,256 1.3%
Andrew White 1,093,032 – 1,093,032 4.7%
Share Options and Deferred Share Bonus Options 
Director 
As at 
31 July 
2011
Options 
granted
Options 
lapsed
As at 
31 July 
2012
Date at 
which
exercisable Expiry date
Adrian Gunn
2010 LTIP – 18 January 2010 25,000 – 25,000 _ 18 January 2013 18 January 2020
2011 LTIP – 4 February 2011 25,000 – 25,000 _ 4 February 2014 4 February 2021
2012 LTIP – 31 January 2012 _ 25,000 _ 25,000 31 January 2015 31 January 2022
2010 DSBP – 18 January 2010 12,500 – – 12,500 18 January 2012 4 February 2021
2012 DSBP – 31 January 2012 – 25,000 25,000 – ––
Tony Dyer
2010 LTIP – 18 January 2010 16,000 – 16,000 _ 18 January 2013 18 January 2020
2011 LTIP – 4 February 2011 16,000 _ 16,000 _ 4 February 2014 4 February 2021
2012 LTIP – 31 January 2012 _ 16,000 _ 16,000 31 January 2015 31 January 2022
2010 DSBP – 18 January 2010 8,000 _ – 8,000 18 January 2012 4 February 2021
2012 DSBP – 31 January 2012 – 16,000 16,000 – ––
The 2012 DSBP option entitlements were granted on 31 January 2012, however, all the entitlements lapsed in the year due to performance 
falling below the minimum threshold. 
The IFRS 2 charge in the year for all LTIPs and deferred bonus option relating to the Directors was £7,000 (2011: £18,000) in respect 
of Adrian Gunn, and £5,000 (2011: £12,000) in respect of Tony Dyer. 
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 2012, the closing market price of Matchtech Group plc ordinary shares was 209.5 pence. The highest and lowest prices of these 
shares during the year were 222.0 pence on 2 August 2011 and 191.5 pence on 4 April 2012 respectively, based on the London Stock 
Exchange Daily O cial 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 
4 October 2012
Directors’ Remuneration Report continued   Matchtech Group plc Annual Report 2012  page 45
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of Matchtech Group plc
We have audited the nancial statements of Matchtech Group 
plc for the year ended 31 July 2012 set out on pages 46 to 68. 
The nancial 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 nancial statements, as applied in accordance with the 
provisions of the Companies Act 2006. This report is made solely 
to the company’s members, as a body, in accordance with Chapter 
3 of Part 16 of the Companies Act 2006. Our audit work has been 
undertaken so that we might state to the company’s members 
those matters we are required to state to them in an auditor’s 
report and for no other purpose. To the fullest extent permitted 
by law, we do not accept or assume responsibility to anyone other 
than the company and the company’s members, as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities 
Statement set out on page 32, the directors are responsible for the 
preparation of the nancial statements and for being satis ed that 
they give a true and fair view. Our responsibility is to audit, and 
express an opinion on, the nancial 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 (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of nancial statements 
is provided on the APB’s website at www.frc.org.uk/apb/scope/
private.cfm.
Opinion on financial statements
In our opinion:
 the nancial statements give a true and fair view of the state 
of the Group’s and of the Parent Company’s a airs as at 31 July 
2012 and of the Group’s pro t for the year then ended;
 the Group nancial statements have been properly prepared 
in accordance with IFRSs as adopted by the EU;
 the Parent Company nancial 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; and
 the nancial statements have been prepared in accordance with 
the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for 
the nancial year for which the nancial statements are prepared 
is consistent with the nancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
 adequate accounting records have not been kept, or returns 
adequate for our audit have not been received from branches 
not visited by us; or
 the nancial statements are not in agreement with the 
accounting records and returns; or
 certain disclosures of directors’ remuneration speci ed by law 
are not made; or
 we have not received all the information and explanations we 
require for our audit.
W Smith (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc
Statutory Auditor
Chartered Accountants
Dukes Keep, March Lane
Southampton, Hampshire
SO14 3EX
4 October 2012   Matchtech Group plc Annual Report 2012  page 46
FINANCIAL STATEMENTS
 Note
2012  
£’000 
2011  
£’000 
Revenue 371,366  301,806 
Cost of sales (335,248) (272,048)
GROSS PROFIT 2 36,118  29,758 
Administrative expenses (27,444) (22,939)
PROFIT FROM OPERATIONS 3 8,674  6,819 
Finance income 2  30 
Finance costs 5 (711) (461)
PROFIT BEFORE TAX 7,965  6,388 
Income tax expense 8 (2,268) (1,654)
PROFIT FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 5,697  4,734 
EARNINGS PER ORDINARY SHARE
 Note
2012  
pence 
2011 
pence 
Basic 9 24.34  20.26 
Diluted 9 23.49  19.74 
Statement of Comprehensive Income
for the year ended 31 July 2012
2012 
£’000 
2011  
£’000
Pro t for the year 5,697  4,734 
OTHER COMPREHENSIVE INCOME
Exchange di erences on translating foreign operations 74  (28)
OTHER COMPREHENSIVE INCOME FOR THE YEAR 74  (28)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 5,771  4,706 
Consolidated Income Statement
for the year ended 31 July 2012   Matchtech Group plc Annual Report 2012  page 47
FINANCIAL STATEMENTS
Statements of Changes in Equity
for the year ended 31 July 2012
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 2010 233  3,098  224  466  18  19,633  23,672 
Pro t for the year ––––– 4,734  4,734 
Other comprehensive income – – – – (28) – (28)
Total comprehensive income – – – – (28) 4,734  4,706 
Dividends paid in the year – – – – – (3,646) (3,646)
Deferred tax movement re share options – – – – – 5  5 
IFRS2 charge – – – 288 – – 288 
IFRS2 reserves transfer – – – 25 – (25) –
Shares issued 1  28 – – – – 29 
Transactions with owners 1  28 – 313 – (3,666) (3,324)
At 31 July 2011 234  3,126  224  779  (10) 20,701  25,054 
At 1 August 2011 234  3,126  224  779  (10) 20,701  25,054 
Pro t for the year ––––– 5,697  5,697 
Other comprehensive income –––– 74 – 74 
Total comprehensive income – – – – 74  5,697  5,771 
Dividends paid in the year – – – – – (3,652) (3,652)
Deferred tax movement re share options – – – – – (3) (3)
IFRS2 charge – – – 476 – – 476 
IFRS2 reserves transfer – – – (370) – 370 –
Shares issued – 2 – – – – 2 
Transactions with owners – 2 – 106 – (3,285) (3,177)
At 31 July 2012 234  3,128 224 885 64 23,113 27,648   Matchtech Group plc Annual Report 2012  page 48
FINANCIAL STATEMENTS
b) Company
Share 
capital 
£’000 
Share 
premium 
£’000 
Share-based 
payment 
reserve 
£’000 
Retained 
earnings 
£’000 
Total 
£’000 
At 1 August 2010 233  3,098  466  5  3,802 
Pro t and total comprehensive income for the year – – – 4,532  4,532 
Dividends paid in the year – – – (3,646) (3,646)
IFRS 2 charge – – 288 – 288 
IFRS 2 reserves transfer – – 25  (25) –
Shares issued 1  28 – – 29 
Transactions with owners 1  28  313  (3,671) (3,329)
At 31 July 2011  234  3,126  779  866  5,005 
At 1 August 2011 234  3,126  779  866  5,005 
Pro t and total comprehensive income for the year – – – 3,350 3,350 
Dividends paid in the year – – – (3,652) (3,652)
IFRS 2 charge – – 476 – 476 
IFRS 2 reserves transfer – – (370) 370 –
Shares issued – 2 – – 2 
Transactions with owners – 2  106  (3,282) (3,174)
At 31 July 2012 234  3,128  885 934  5,181 
Statements of Changes in Equity continued
for the year ended 31 July 2012   Matchtech Group plc Annual Report 2012  page 49
FINANCIAL STATEMENTS
Group Company
 Note
2012  
£’000 
2011  
£’000 
2012  
£’000 
2011  
£’000 
NON-CURRENT ASSETS
Intangible assets 11 498  106 – –
Property, plant and equipment 12 1,832  1,530 – –
Investments 14 – – 1,458  983 
Deferred tax asset 13 220  188 – –
Total Non-Current Assets 2,550  1,824  1,458  983 
CURRENT ASSETS
Trade and other receivables 15 62,749  56,452  3,576  3,878 
Cash and cash equivalents 626  475  147  144 
Total Current Assets 63,375  56,927  3,723  4,022 
TOTAL ASSETS 65,925  58,751  5,181  5,005 
NON-CURRENT LIABILITIES
Provisions 17 (278) – – –
Total Non-Current Liabilities (278) – – –
CURRENT LIABILITIES
Trade and other payables 16 (21,825) (16,577) – –
Current tax liability (1,074) (690) – –
Bank loans and overdrafts 22 (15,100) (16,430) – –
Total Current Liabilities   (37,999) (33,697) – –
TOTAL LIABILITIES (38,277) (33,697) – –
NET ASSETS 27,648  25,054  5,181  5,005 
EQUITY
Called-up equity share capital 20 234  234  234  234 
Share premium account 3,128  3,126  3,128  3,126 
Merger reserve 224  224 – –
Share-based payment reserve 885  779  885  779 
Translation of foreign operations 64  (10) – –
Retained earnings 23,113  20,701 934  866 
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 27,648  25,054  5,181  5,005 
These nancial statements were approved by the Board of Directors on 4 October 2012, and signed on their behalf by:
Tony Dyer
Chief Financial O cer
Statements of Financial Position
for the year ended 31 July 2012   Matchtech Group plc Annual Report 2012  page 50
FINANCIAL STATEMENTS
Group Company
2012  
£’000
2011  
£’000
2012  
£’000
2011  
£’000
CASH FLOWS FROM OPERATING ACTIVITIES
Pro t after taxation 5,697  4,734  3,250  4,532 
Adjustments for:
Depreciation and amortisation 702  516 – –
Loss on disposal of property, plant and equipment 1  8 – –
Interest income (2) (30) (1) (1)
Interest expense 711  461 – –
Taxation expense recognised in the income statement 2,268  1,654 – –
(Increase)/decrease in trade and other receivables (6,223) (15,442) 402  (886)
Increase in trade and other payables 5,248  2,875 – –
Increase in provisions 278 – – –
Share-based payment charge 476 288 – –
Investment income – –  (3,645) (4,815)
Cash generated from operations 9,156 (4,936) 6 (1,170)
  
Interest paid (703) (461) – –
Income taxes paid (1,916) (2,040) – –
NET CASH FROM OPERATING ACTIVITIES 6,537  (7,437) 6  (1,170)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (868) (484) – –
Purchase of intangible assets (575) (45) – –
Proceeds from sale of property, plant and equipment 45  107 – –
Interest received 2  30  2 –
Dividend received – – 3,645  4,815 
NET CASH USED IN INVESTING ACTIVITIES (1,396) (392) 3,647 4,815
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital 4  29  2  29 
Payments of transactions costs relating to loans and borrowings (150) – – –
Dividend paid (3,652) (3,646) (3,652) (3,646)
NET CASH USED IN FINANCING (3,798) (3,617) (3,650) (3,617)
E ect of exchange rates on cash and cash equivalents (4) 2 – –
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 1,339  (11,444) 3  28 
CASH AND CASH EQUIVALENTS AT BEGINNING OF EAR (15,955) (4,511) 144  116 
CASH AND CASH EQUIVALENTS AT END OF YEAR (14,616) (15,955) 147 144 
2012  
£’000
2011  
£’000
2012  
£’000
2011  
£’000
CASH AND CASH EQUIVALENTS
Cash 626  475  147  144 
Bank overdrafts (169) (172) – –
Working capital facility utilised (15,073) (16,258) – –
CASH AND CASH EQUIVALENTS CASH FLOWS STATEMENT (14,616) (15,955) 147  144 
Consolidated Cash Flow Statements
for the year ended 31 July 2012   Matchtech Group plc Annual Report 2012  page 51
FINANCIAL STATEMENTS
Notes
forming part of the nancial statements
1. Significant Accounting Policies
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.
ii. Basis of Preparation of the Financial Statements
The nancial statements have been prepared in accordance with applicable International Financial Reporting Standards (IFRS) as adopted 
by the European Union (EU) and which are e ective at 31 July 2012.
These nancial 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 nancial 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 nancial 
statements, the Directors consider that the Company and the Group have su cient 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 nancial 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
New standards and amendments to existing standards applicable for the period ending 31 July 2012 are:
IAS 24 Related party disclosures 1 January 2011
The adoption of the above standards has had no impact on the nancial statements other than the presentational di erences described. 
Speci cally, there was no impact on the Statement of Financial Position in the current or prior periods, and as such an additional 
comparative Statement of Financial Position has not been included.
New Standards in Issue, Not Yet Effective
The following relevant Standards and Interpretations, which are new and yet to become mandatory, have not been applied in the Group 
 nancial statements:
Standard
E ective date 
(Annual periods 
beginning on or after)
IAS 1 Presentation of Items of Other Comprehensive Income 1 July 2012
v. Basis of Consolidation
The Group nancial 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 nancial and operating policies 
so as to obtain bene ts 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 
identi able assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not 
they were recorded in the nancial 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 bases for subsequent 
measurement in accordance with Group accounting policies.
Transactions between Group companies are eliminated on consolidation.   Matchtech Group plc Annual Report 2012  page 52
FINANCIAL STATEMENTS
1. The Group and Company Significant Accounting Policies continued
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 bene ts associated with the transaction will be 
transferred. Other fees are recognised on con rmation from the client committing to the agreement.
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 o 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
O ce 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
Separately acquired software licences are included at cost and amortised on a straight-line basis over the useful economic life of that asset 
at 20%–50% per annum. 
Other intangible assets are included at cost and amortised on a straight-line basis over the useful economic life of that asset.
Provision is made against the carrying value of intangible assets where an impairment in value is deemed to have occurred. 
Amortisation is 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 di erence 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 pro ts on a straight-line basis over the lease term. Lease incentives are spread 
over the term of the lease.
xi. Taxation
Current tax is the tax currently payable based on taxable pro t for the year.
Deferred income tax is calculated using the liability method on temporary di erences. Deferred tax is generally provided on the di erence 
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 a ects tax or 
accounting pro t.
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 di erences will be able to be o set 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 di erences associated with shares in subsidiaries is not provided if these temporary di erences 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 de ned contribution pension scheme for employees. The assets of the scheme are held separately from those 
of the Company. The annual 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, pro tability 
and sales growth targets).
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 53
FINANCIAL STATEMENTS
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 di ers 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 di erent 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 classi cation 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 nancial 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 nancial 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 nancial assets with xed or determinable payments that are not quoted in an active market. 
Trade receivables are classi ed as loans and receivables. Loans and receivables are measured subsequent to initial recognition at 
amortised cost using e ective interest method, less provision for impairment. Any change in their value through impairment or reversal 
of impairment is recognised in the income statement.
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 di erence between 
the asset’s carrying amount and the present value of estimated future cash ows.
A nancial asset is derecognised only where the contractual rights to cash ows from the asset expire or the nancial asset is transferred 
and that transfer quali es for derecognition. A nancial asset is transferred if the contractual rights to receive the cash ows of the 
asset have been transferred or the Group retains the contractual rights to receive the cash ows of the asset but assumes a contractual 
obligation to pay the cash ows to one or more recipients. A nancial asset that is transferred quali es 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.
xvi. Financial Liabilities
Financial liabilities are obligations to pay cash or other nancial 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 e ective interest rate method.
A nancial 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 and on demand deposits.
xviii. Dividends
Dividend distributions payable to equity shareholders are included in ‘other short-term nancial liabilities’ when the dividends are 
approved in general meeting prior to the Statement of Financial Position 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.   Matchtech Group plc Annual Report 2012  page 54
FINANCIAL STATEMENTS
1. The Group and Company Significant Accounting Policies continued
Any exchange di erences arising on the settlement of monetary items or on translating monetary items at rates di erent from those 
at which they were initially recorded are recognised in the pro t or loss in the period in which they arise. 
The assets and liabilities in the nancial 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 di erences 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 di erences 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 di erences arising on translating foreign operations into the 
presentational currency of the Group.
 ‘Retained earnings’ represents retained pro ts.
xxi. Signi cant Accounting Estimates and Judgements
Estimates and assumptions concerning the future and judgements are made in the preparation of the nancial statements. They a ect 
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.
Critical Judgements
The judgements made which, in the opinion of the Directors, are critical in drawing up the nancial 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 nance 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.
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 signi cant risk of causing 
a material adjustment to the carrying amounts of assets and liabilities within the next nancial 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 to 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 nancial 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.
Share-Based Payments
The key assumptions used in estimating the fair values of options granted to employees under IFRS 2 are detailed under Note 20.
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 55
FINANCIAL STATEMENTS
2. Segmental Information
The chief operating decision maker, as de ned in IFRS 8, has been identi ed 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
2012
All amounts in £’000 Engineering
Built 
Environment
Information 
Systems and 
Technology
Science and 
Medical
Total
Matchtech 
UK Germany
Professional 
Services elemense
Group
Total
Revenue 164,845 77,941 81,208 9,089 333,083 3,018 23,309 11,956 371,366 
Gross pro t 12,129 5,768 7,586 2,129 27,612 879 5,744 1,883 36,118 
Pro t/(loss) from operations 5,697 2,156 2,535 275 10,663 (410) (1,361) (218) 8,674 
Finance cost, net (303) (142) (150) (17) (612) (33) (43) (21) (709)
Pro t/(loss) before tax 5,394 2,014 2,385 258 10,051 (443) (1,404) (239) 7,965 
Depreciation and amortisation 129 92 231 52 504 2 137 59 702 
Segment net assets 27,552 13,027 13,573 1,519 55,671 505 3,896 1,998 62,070 
Unallocated net liabilities (34,422)
Total net assets 27,648 
2011
All amounts in £’000 Engineering
Built 
Environment
Information 
Systems and 
Technology
Science and 
Medical
Total
Matchtech 
UK Germany
Professional 
Services elemense
Group
Total
Revenue 138,865 65,429 57,191 6,982 268,467 1,740 19,430 12,169 301,806 
Gross pro t 10,183 5,254 6,037 1,897 23,371 625 4,281 1,481 29,758 
Pro t/(loss) from operations 5,391 2,271 2,367 168 10,197 (32) (2,764) (582) 6,819 
Finance cost, net (166) (80) (70) (11) (327) (28) (45) (31) (431)
Pro t/(loss) before tax 5,225 2,191 2,297 157 9,870 (60) (2,809) (613) 6,388 
Depreciation and amortisation 113 87 97 49 346 8 111 51 516 
Segment net assets 28,342 11,366 10,559 1,509 51,776 654 1,534 1,769 55,733 
Unallocated net liabilities (30,679)
Total net assets 25,054 
Professional Services includes Barclay Meade Limited and Alderwood Education Limited. 
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 2012 2011 2012 2011 2012 2011 
Revenue 368,348 300,066 3,018 1,740 371,366 301,806 
Gross pro t 35,239 29,133 879 625 36,118 29,758 
Operating pro t 9,084 6,851 (410) (32) 8,674 6,819 
Finance cost, net (676) (403) (33) (28) (709) (431)
Pro t before tax 8,408 6,448 (443) (60) 7,965 6,388 
Depreciation and amortisation 700 508 2 8 702 516 
Non-current assets 2,507 1,815 10 9 2,517 1,824 
Net current assets/(liabilities) 25,882 23,654 (751) (424) 25,131 23,230 
Total net assets 28,389 25,469 (741) (415) 27,648 25,054 
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 £4,298,000 (2011: £3,066,000).   Matchtech Group plc Annual Report 2012  page 56
FINANCIAL STATEMENTS
2. Segmental Information continued
Largest Customers
During the year revenues of £45,519,000 (2011: £35,598,000) 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 other single client contributed more than 10% of the Group’s revenues.
Indicative Representation of Changes to Reporting Structure
From 1 August 2012 the reporting structure of the Group was changed to 2 main reporting segments, Engineering and Professional 
Services. Engineering will consist of Matchtech UK, excluding Information Systems and Technology, and elemense. Professional Services 
will include Information Systems and Technology, Barclay Meade and Alderwood.
The following disclosure is an indicative representation of the reported results as if the new structure had been implemented throughout 
the year 31 July 2012 and does not constitute segmental reporting as de ned by IFRS 8.
2012
All amounts in £’000 Engineering
Professional 
Services
Group 
Total
Revenue 266,849 104,517 371,366 
Gross pro t 22,788 13,330 36,118 
Pro t from operations 7,500 1,174 8,674 
Finance cost, net (516) (193) (709)
Pro t before tax 6,984 981 7,965 
Depreciation and amortisation 334 368 702 
Segment net assets 44,601 17,469 62,070 
Unallocated net liabilities (34,422)
Total net assets 27,648 
3. Profit from Operations
2012 
£’000
2011 
£’000 
Pro t from operations is stated after charging/(crediting):
Depreciation 519 466 
Amortisation 183 50 
Loss on disposal of property, plant and equipment 1 8 
Auditor’s remuneration – fees payable for the audit of the Parent Company nancial statements 10 10 
–  fees payable for the audit of the subsidiary Company nancial statements 60 40 
– non-audit services: taxation 18 13 
other services pursuant to legislation 4 – 
Previous auditor’s remuneration – fees payable for the audit of the Parent Company nancial statements – 9
Operating lease costs: – plant and machinery 178 105 
– land and buildings 802 700 
Share-based payment charge 476 288 
Net loss/(pro t) on foreign currency translation 164 (32)
Acquisition costs 35 –
Legal and professional fees relating to the Value Creation Plan 233 –
4. Particulars of Employees
The average number of sta employed by the Group during the nancial year amounted to:
2012 
Number
2011 
Number
Selling 275 248 
Administration 77 73 
Directors 8 6 
Total 360 327 
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 57
FINANCIAL STATEMENTS
The aggregate payroll costs of the above were:
2012 
£’000
2011 
£’000 
Wages and salaries 16,439 13,782 
Social security costs 1,848 1,598 
Other pension costs 1,073 899 
Total 19,360 16,279 
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 Directors’ Remuneration Report on pages 43 and 44.
2012 
£’000
2011 
£’000 
Short-term employee bene ts 1,318 1,056 
Post employment bene ts 181 115 
Share-based payments 13 26 
Total 1,512 1,197 
5. Finance Costs
2012 
£’000
2011 
£’000 
Bank interest payable 711 461 
6. Dividends
2012 
£’000
2011 
£’000 
Equity dividends paid during the year at 15.6 pence per share (2011: 15.6 pence) 3,652 3,646 
Equity dividends proposed after the year end (not recognised as a liability) at 10.6 pence per share (2011: 10.6 pence) 2,485 2,479 
A dividend will be declared from Matchtech Group (Holdings) Limited prior to the payment of the proposed dividend above.
7 . Parent Company Profit
2012 
£’000
2011 
£’000 
The amount of pro t dealt with in the accounts of the Company 3,350 4,532 
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 Expense
2012 
£’000
2011 
£’000 
Current tax: UK corporation tax 2,311 1,699 
Prior year (over)/under provision (8) 19 
2,303 1,718 
Deferred tax (note 13) (35) (64)
Income tax expense 2,268 1,654 
UK corporation tax has been charged at 25.3% (2011: 27.3%).   Matchtech Group plc Annual Report 2012  page 58
FINANCIAL STATEMENTS
8. Income Tax continued
The charge for the year can be reconciled to the pro t as per the consolidated income statement as follows:
2012 
£’000
2011 
£’000 
Pro t before tax 7,965 6,388 
Pro t before tax multiplied by the standard rate of corporation tax in the UK of 25.3% (2011: 27.3%) 2,015 1,744 
Expenses not detuctable/(not chargeable) for tax purposes 204 (73) 
Enhanced R&D tax relief (42) (49)
Adjustments to tax charge in respect of previous periods (8) 19 
Overseas losses not provided for 99 13 
Total tax charge for period 2,268 1,654 
Tax charge recognised directly in equity:
2012 
£’000
2011 
£’000 
Deferred tax recognised directly in equity (3) 5 
Total tax recognised directly in equity (3) 5 
Future Tax Rate Changes
The 2012 Budget on 21 March 2012 announced that the UK Corporation tax rate will reduce to 22% by 2014. A reduction in the rate 
from 26% to 25% (e ective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (e ective 
from 1 April 2013) and 23% (e ective from 1 April 2014) were substantively enacted on 26 March 2012 and 17 July 2012 respectively.
This will reduce the Group’s future current tax charge and further reduce the deferred tax asset.
9. Earnings Per Share
Earnings per share has been calculated by dividing the consolidated pro t 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 pro t (numerator) as a result of the dilutive calculation. 
The number of dilutive shares has increased due to the issue of new share options in the current year.
The earnings per share information has been calculated as follows:
2012 
£’000
2011 
£’000 
Pro t after tax attributable to ordinary shareholders 5,697 4,734 
2012 
’000s
2011 
’000s
Weighted average number of ordinary shares in issue 23,408 23,370 
E ect of dilutive potential ordinary shares 845 612 
Total 24,253 23,982 
2012 
pence
2011 
pence 
Earnings per ordinary share – basic 24.34 20.26 
– diluted 23.49 19.74 
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 59
FINANCIAL STATEMENTS
10. Acquisition
The Group completed the purchase of certain business assets of Xchanging Resourcing Services Limited (‘XRS’), the contingency 
recruitment arm of Xchanging plc, on 16 January 2012 for a total cash consideration of £400,000.
As part of the deal the Group secured an exclusive 2 year contract to January 2014 to supply contractors to Xchanging’s business in the UK 
and the novation of existing XRS client contracts. 
The acquisition had the following e ect on the Group’s assets and liabilities:
£’000
Intangible assets 400 
Net identi able assets and liabilities 400 
Consideration paid 400 
Goodwill – 
Intangible assets have been recognised at fair value.
The Group incurred acquisition-related costs of £35,000 for external legal fees and due diligence costs. These costs have been recognised 
in administrative expenses in the Group’s Consolidated Income Statement.
In the period between the acquisition and the year end the Group bene ted from £4,600,000 of revenue from XRS, gross pro t of £391,000 
and pro t after amortisation of intangibles of £48,000. If the acquisition had occured on 1 August 2011, mangement estimates that the 
Group would have bene ted from revenue of £8,600,000, gross pro t of £720,000 and pro t after amortisation of intangibles of £90,000.
11. Intangible Assets
Group
Software 
licences 
£’000 
Other 
£’000
Total 
£’000
COST At 1 August 2010 335 – 335 
Additions 45 – 45 
At 1 August 2011 380 – 380 
Additions 175 175 
Acquisitions (Note 10) – 400 400 
At 31 July 2012 555 400 955 
AMORTISATION At 1 August 2010 224 – 224 
Charge for the year 50 – 50 
At 1 August 2011 274 – 274 
Charge for the year 67 116 183 
At 31 July 2012 341 116 457 
NET BOOK VALUE At 31 July 2011 106 – 106 
At 31 July 2012 214 284 498    Matchtech Group plc Annual Report 2012  page 60
FINANCIAL STATEMENTS
12. Property, Plant and Equipment
Group
Motor 
vehicles 
£’000
O ce 
equipment 
£’000
Leasehold 
improvements 
£’000
Computer 
equipment 
£’000
Total 
£’000 
COST At 1 August 2010 2,013 1,493 103 776 4,385 
Additions 204 58 140 82 484 
Disposals (571) – – – (571)
At 1 August 2011 1,646 1,551 243 858 4,298 
Additions 228 13 406 221 868 
Disposals (183) – – – (183)
At 31 July 2012 1,691 1,564 649 1,079 4,983 
DEPRECIATION At 1 August 2010 1,191 1,028 1 538 2,758 
Charge for the year 221 103 22 120 466 
Released on disposal (456) – – – (456)
At 1 August 2011 956 1,131 23 658 2,768 
Charge for the year 196 113 94 116 519 
Released on disposal (136) – – – (136)
At 31 July 2012 1,016 1,244 117 774 3,151 
NET BOOK VALUE At 31 July 2011 690 420 220 200 1,530 
At 31 July 2012 675 320 531 305 1,832 
Included within leasehold improvement additions for the year is £228,000 relating to dilapidations provision (see Note 17).
There were no capital commitments as at 31 July 2012 or 31 July 2011.
13. Deferred Tax
Deferred tax is recognised on share-based payments, accelerated capital allowances and other temporary timing di erences. 
Movements in the deferred tax asset is shown below:
Group
2012 
£’000
2011 
£’000 
At start of year 188 119 
Recognised in income 35 64 
Recognised in equity (3) 5 
At end of year 220 188 
The rate of UK corporation tax applied to deferred tax calculations is 24% (2011: 25%).
14. Investments
Company
2012 
£’000
2011 
£’000 
Investment in Group companies at 1 August 983 695 
Movement in investment in Group companies 475 288 
Investment in Group companies at 31 July 1,458 983 
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 61
FINANCIAL STATEMENTS
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 38% Non-trading
Matchtech Group UK Ltd United Kingdom Ordinary 99.998% Provision of recruitment consultancy
Matchtech Engineering Ltd United Kingdom Ordinary 100% Non-trading
Matchmaker Personnel Ltd United Kingdom Ordinary 100% Non-trading
Barclay Meade Ltd United Kingdom Ordinary 100% Provision of recruitment consultancy
Alderwood Education Ltd United Kingdom Ordinary 100% Provision of recruitment consultancy
elemense Ltd United Kingdom Ordinary 100% Provision of recruitment consultancy
Matchtech GmbH Germany Ordinary 100% Provision of recruitment consultancy
Matchtech BV Netherlands Ordinary 100% Non-trading
Matchtech Engineering Inc USA Ordinary 100% Provision of recruitment consultancy
All holdings are indirect except Matchtech Group (Holdings) Limited and Matchtech GmbH.
During the year a reorganisation of the Group structure took place as part of the implementation of the Value Creation Plan whereby 
Matchtech Group (Holdings) Limited was included within the Group as a direct subsidiary of the Company. The share capital of Matchtech 
Group (Holdings) Limited is divided into A and B ordinary shares. The A shares represent 90% of the ordinary share capital and each share 
is entitled to 10 votes per share and are owned by Matchtech Group plc, the B shares represent 10% of the ordinary share capital and 
each share is entitled to 1 vote per share, the B shares are owned by Matchtech Group Management Company Limited, a company which is 
owned by Matchtech Group plc and senior management of the Group. The subsidiary companies owned by the Company, except Matchtech 
GmbH were transferred to Matchtech Group (Holdings) Limited as part of this reorganisation. 
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.
15. Trade and Other Receivables
Group Company
2012 
£’000
2011 
£’000
2012 
£’000
2011 
£’000
Trade receivables 62,070 55,733 – – 
Amounts owed by Group companies – – 3,576 3,878 
Other receivables 70 57 – – 
Prepayments 609 662 – – 
Total 62,749 56,452 3,576 3,878 
The amount 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 49.6 days (2011: 52.9 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 £7,357,000 (2011: £7,561,000) 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 signi cant 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 credit worthiness of potential new customers before accepting them. 
Credit limits are de ned 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
2012 
£’000
2011 
£’000 
0–30 days 6,019 5,977 
30–60 days 998 925 
60–90 days 287 345 
90+ days 53 314 
Total 7,357 7,561    Matchtech Group plc Annual Report 2012  page 62
FINANCIAL STATEMENTS
15. Trade and Other Receivables continued
Movement in the allowance for doubtful debts:
Group
2012 
£’000
2011 
£’000 
Balance at the beginning of the year 201 348 
Impairment losses recognised/(reversed) 59 (147)
Balance at the end of the year 260 201 
Ageing of impaired trade receivables:
Group
2012 
£’000
2011 
£’000 
Not past due at reporting date – – 
0–30 days – – 
30–60 days 22 15 
60–90 days 22 19 
90+ days 216 167 
Total 260 201 
16. Trade and Other Payables
Group
2012 
£’000
2011 
£’000
Trade payables 149 339 
Taxation and Social Security 5,863 5,606 
Contractor wages creditor 13,308 9,109
Accruals and deferred income 2,189 1,318
Other payables 316 205
Total 21,825 16,577 
17 . Provisions
Group
2012 
£’000
2011 
£’000 
Balance at start of year – – 
Transfer from Other Payables 50 – 
Provisions made during the year 228 – 
Balance at end of year 278 – 
Non-current 278 – 
Current – – 
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 o ces held under lease arrangements that expire between August 2016 and June 2017.
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 63
FINANCIAL STATEMENTS
18. Financial Assets and Liabilities Statement of Financial Position Classification
The carrying amount of the Group’s nancial 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
2012 
£’000
2011 
£’000
2012 
£’000
2011 
£’000
Trade and other receivables
– Loan and receivables 62,140 55,790 3,476 3,878 
Cash and cash equivalents
– Loan and receivables 626 475 147 144 
Total 62,766 56,265 3,623 4,022 
Financial liabilities are included in the Statement of Financial Position within the following headings:
Group
2012 
£’000
2011 
£’000 
Current liabilities
Borrowings
– Financial liabilities recorded at amortised cost 15,100 16,430 
Trade and other payables
– Financial liabilities recorded at amortised cost 15,961 10,971 
Total 31,061 27,401 
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 xed and oating charges 
over the assets of Matchtech Group UK Limited. The facility held with Barclays Bank allows the Company to borrow up to 90% of its 
qualifying invoiced debtors up to a maximum of £50m. Interest is charged on borrowings at a rate of 2% over Barclays Bank base rate.
19. Commitments Under Operating Leases
At 31 July 2012 the Group had commitments to pay the following amounts under non-cancellable operating leases as set out below:
Group
2012 
£’000
2011 
£’000 
Land/buildings Payments falling due: within 1 year 793 820 
within 1 to 5 years 2,818 2,976 
after 5 years 117 320 
Other Payments falling due: within 1 year 150 45 
within 1 to 5 years 57 174    Matchtech Group plc Annual Report 2012  page 64
FINANCIAL STATEMENTS
20. Share Capital
Authorised Share Capital
Company
2012 
£’000
2011 
£’000 
40,000,000 ordinary shares of £0.01 each 400 400 
Allotted, Called Up and Fully Paid:
Company
2012 
£’000
2011 
£’000 
23,445,000 (2011: 23,387,000) ordinary shares of £0.01 each 234 234 
The number of shares in issue in the Company increased as follows:
Date
Ordinary
shares issued 
Share premium 
received pence 
per share 
Consideration 
received 
£ 
At 1 August 2010 23,339,676 
04/08/2010 18,349 145 26,790
04/08/2010 440 4 
01/09/2010 208 2 
04/10/2010 2,460 25 
03/11/2010 2,055 21 
01/12/2010 1,839 18 
20/01/2011 1,959 20 
11/01/2011 991 145 1,447 
02/03/2011 4,928 49 
09/03/2011 2,076 21 
30/03/2011 1,765 69 1,236 
30/03/2011 143 88 127 
05/04/2011 3,045 30 
05/05/2011 1,843 18 
01/06/2011 3,077 31 
01/07/2011 2,203 22 
At 31 July 2011 23,387,057 29,861
10/08/2011 1,952 20 
04/09/2011 3,103 31 
03/10/2011 2,903 29 
03/11/2011 2,021 20 
05/12/2011 2,009 20 
10/01/2012 2,110 21 
03/02/2012 2,090 21 
08/03/2012 3,817 38 
16/04/2012 9,509 95 
10/05/2012 2,281 145 3,330 
10/05/2012 1,156 12 
10/05/2012 1,563 16 
17/05/2012 14,287 143 
13/06/2012 6,244 62 
10/07/2012 625 6 
10/07/2012 139 145 203 
10/07/2012 1,619 16 
19/07/2012 250 3 
Total 23,444,735 4,086
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 65
FINANCIAL STATEMENTS
Share Options
The following options arrangements exist over the Company’s shares:
Exercise period
2012
’000s
2011 
’000s Date of grant
Exercise 
price  
(pence) From To
Key Share Options 24 24 18/06/2004 70 18/06/2005 18/06/2014
Key Share Options 86 87 01/12/2005 146 01/06/2007 01/12/2015
Target/Loyalty Share Options 2 2 05/03/2003 70 14/07/2005 05/03/2013
Target/Loyalty Share Options 2 2 18/06/2004 70 18/06/2005 18/06/2014
Target/Loyalty Share Options 1 1 08/11/2004 89 14/07/2006 08/11/2014
Target/Loyalty Share Options 18 18 01/12/2005 146 01/12/2006 01/12/2015
Deferred Share Bonus 24 35 18/01/2010 1 18/01/2012 18/01/2020
Deferred Share Bonus 33 35 18/01/2010 1 18/01/2013 18/01/2020
 ero Priced Share Option Bonus 16 30 18/01/2010 1 18/01/2012 18/01/2020
 ero Priced Share Option Bonus 24 30 18/01/2010 1 18/01/2013 18/01/2020
Long-Term Incentive Plan Options – 81 04/02/2011 1 03/02/2014 04/02/2021
 ero Priced Share Option Bonus 61 173 04/02/2011 1 25/01/2013 04/02/2021
 ero Priced Share Option Bonus 229 173 04/02/2011 1 03/02/2014 04/02/2021
Long-Term Incentive Plan Options 71 – 31/01/2012 1 30/01/2015 31/01/2022
 ero Priced Share Option Bonus 43 – 31/01/2012 1 30/01/2014 31/01/2022
 ero Priced Share Option Bonus 297 – 31/01/2012 1 30/01/2015 31/01/2022
Total 931 691 
During the year the Group operated a Long-Term Incentive Plan (LTIP) and a Deferred Share Bonus Plan (DSBP) for Executive Directors and 
a ero Priced Share Option Bonus for key sta . The LTIP options were granted on 31 January 2012 and are subject to an EPS performance 
target with a TSR underpin. The deferred share bonus option entitlements were granted on 31 January 2012, however, all the entitlements 
lapsed in the year due to performance falling below the minimum threshold. The zero priced share options were granted on 31 January to 
members of sta subject to 2 and 3 year holding periods.
All share options have a life of 10 years and are equity-settled on exercise.
The movement in share options is shown below:
2012 2011
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 691 26.0 – 445 46.4 – 
Granted 545 1.0 – 550 1.0 – 
Forfeited/lapsed (287) 1.0 – (283) 1.0 – 
Exercised (18) 11.4 219.0 (21) 139.3 216.0 
Outstanding at 31 July 931 19.3 691 26.0
Exercisable at 31 July 173 91.1 134 129.8
The number of share options granted includes the deferred share bonus options.   Matchtech Group plc Annual Report 2012  page 66
FINANCIAL STATEMENTS
20. Share Capital continued
The numbers and weighted average exercise prices of share options vesting in the future are shown below.
2012 2011
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)
18/01/2013 6 57 1.0 18 65 1.0 
25/01/2013 6 61 1.0 18 173 1.0 
30/01/2014 18 43 1.0 ––– 
03/02/2014 19 229 1.0 31 254 1.0 
31/01/2015 30 368 1.0 ––– 
Total 758 492
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 LTIPs granted in the year were calculated 
using a Monte Carlo simulation method along with the assumptions as detailed below. The values of the zero price options granted in the 
year were calculated using a Black Scholes method along with the assumptions as detailed below. The fair values of the SIPs and Deferred 
Share Bonus 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 
(£)
10/08/2011 SIP 2.20 0.01 N/A 3.00 N/A N/A 2.20 
04/09/2011 SIP 2.18 0.01 N/A 3.00 N/A N/A 2.18 
03/10/2011 SIP 2.20 0.01 N/A 3.00 N/A N/A 2.20 
03/11/2011 SIP 2.18 0.01 N/A 3.00 N/A N/A 2.18 
05/12/2011 SIP 2.18 0.01 N/A 3.00 N/A N/A 2.18 
10/01/2012 SIP 2.13 0.01 N/A 3.00 N/A N/A 2.13 
31/01/2012 LTIP 2.12 0.01 20.4% 3.00 7.4% 0.47% 1.34
31/01/2012 Deferred bonus 2.12 0.01 N/A 2.00 7.4% N/A 1.76 
31/01/2012 Deferred bonus 2.12 0.01 N/A 3.00 7.4% N/A 1.76 
31/01/2012 ero price share option bonus 2.12 0.01 20.4% 2.00 7.4% N/A 1.84
31/01/2012 ero price share option bonus 2.12 0.01 20.4% 3.00 7.4% N/A 1.70
03/02/2012 SIP 2.15 0.01 N/A 3.00 N/A N/A 2.15 
08/03/2012 SIP 2.04 0.01 N/A 3.00 N/A N/A 2.04 
16/04/2012 SIP 2.00 0.01 N/A 3.00 N/A N/A 2.00 
10/05/2012 SIP 2.13 0.01 N/A 3.00 N/A N/A 2.13 
13/06/2012 SIP 2.06 0.01 N/A 3.00 N/A N/A 2.06 
10/07/2012 SIP 2.13 0.01 N/A 3.00 N/A N/A 2.13 
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.
During the year a Value Creation Plan (VCP) was implemented with participants receiving an entitlement to nil cost options dependent 
on the Company’s share price at annual measurement dates. The VCP has a 5 year performance period with the rst measurement date 
of 18 November 2012. The nil cost options will be exercisable, 50% on November 2016 and 50% in November 2017. The IFRS 2 charge 
was calculated using the Black-Scholes methodology using a risk free rate of return of 1.27% and share price volatility of 18.74%.
Notes continued
forming part of the nancial statements   Matchtech Group plc Annual Report 2012  page 67
FINANCIAL STATEMENTS
21. Transactions with Directors and Related Parties
During the year the Group made sales of £4,000 (2011: £20,000) to CTruk Group Limited and £88,000 (2011: £14,000) to CWind 
Limited, both related parties by virtue of the common directorship of Andy White. As at the year end CTruk Group Limited had a balance 
outstanding of £2,000 (2011: £nil) and CWind Limited had a balance outstanding of £32,000 (2011: £nil) . All transactions were undertaken 
at an arm’s 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 £394,000 (2011: £284,000) for provision of management 
services. Further details of transactions with Directors are included in the Director’s Remuneration Report on pages 40 to 44.
22. Financial Instruments
The nancial risk management policies and objectives including those related to nancial instruments and the qualitative risk exposure 
details, comprising credit and other applicable risks, are included within the Chief Financial O cer’s Report under the heading Group 
 nancial risk management on page 17.
Maturity of Financial Liabilities
The Group nancial liabilities analysis at 31 July 2012 was as follows:
Group
2012 
£’000
2011 
£’000
In less than 1 year or on demand:
Bank overdrafts 169 172 
Working capital facility 15,073 16,258 
Finance costs capitalised (142) – 
Bank loans and overdrafts 15,100 16,430 
Trade and other payables 15,961 10,971 
Total 31,061 27,401 
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 2012 
in respect of which all conditions precedent had been met was as follows:
Group
2012 
£’000
2011 
£’000
Expiring in 1 year or less – 18,742 
Expiring in 1 to 5 years 34,927 – 
The working capital facility was reviewed by the facility providers in June 2012. The facility cap was increased from £35m to £50m and 
covenants were updated to re ect revised forecasts. The facility is committed until June 2015.
The Director’s have calculated that the e ect on pro t of a 1% movement in interest rates would be £258,000.
The Directors believe that the carrying value of borrowings approximates to their fair value.
Net foreign currency monetary assets are shown below:
Group
2012 
£’000
2011 
£’000
Euros 923 939 
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.   Matchtech Group plc Annual Report 2012  page 68
FINANCIAL STATEMENTS
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; 
 to provide an adequate return to shareholders; and
 to price 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 nancing structure, ie equity and nancial 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
2012 
£’000
2011 
£’000
Total equity 27,648 25,054 
Cash and cash equivalents (626) (475)
Capital 27,022 24,579 
Total equity 27,648 25,054 
Borrowings 15,100 16,430 
Overall nancing 42,748 41,484 
Capital to overall nancing ratio 63% 59%
24. Subsequent Events
On 5 September 2012, Keith Lewis was appointed as a Director of Matchtech Group plc.
Notes   Matchtech Group plc Annual Report 2012
Corporate Advisors
Financial PR MHP, 
60 Great Portland Street, 
London W1W 7RT
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 Royal Bank of Scotland, 
156 High Street, 
Southampton SO14 2NP
Barclays Bank 
207/208 Queens Road, 
Hastings, 
East Sussex TN34 1QP
Invoice Finance Bankers Barclays Bank plc, 
Barclays Commercial, 
PO Box 6751, 
Basingstoke RG24 4HN
Registrars Capita Registrars, 
34 Beckenham Road, 
Beckenham, 
Kent BR3 4TO Matchtech Group plc
1450 Parkway
Solent Business Park
Whiteley
Fareham
Hampshire
PO15 7AF
T: 01489 898989
E: info@matchtechgroupplc.com
www.matchtechgroupplc.com