Engineering Solutions
Drying Technology
Process Solutions
Report and Accounts
2003
Drying Technology Drying Technology
Engineering Solutions Engineering Solutions
Process Solutions Process Solutions Year in Brief 1
Chairman’s Statement 2
Chief Executive’s Report 4
Financial Review 6
Directors’ Profiles 7
and Advisers
Directors’ Report 8
Statement of Directors’ 10
Responsibility
Remuneration Committee 11
Report
Independent Auditors’ Report 13
Group Profit and Loss 14
Account
Group Balance Sheet 15
Group Statement of 16
Total Recognised Gains
and Losses
Company Balance Sheet 17
Group Cash Flow Statement 18
Notes to the Group 19
Cash Flow Statement
Accounting Policies 20
Notes to the Financial 22
Statements
Notice of Meeting 36
Annual R eport 2003
Contents Year in Brief
Dickinson Legg GROUP PLC
1
Highlights:
 Successful conclusion of demerger and AIM listing
 Group turnover at £49.2m  (2002: £54.2m)
 Group operating profit (pre-exceptionals) at £3.1m  (2002: £6.7m)
 Diluted EPS (pre-exceptionals) at 6.8p (2002: 16.2p)
 Substantial reduction in net debt to £0.4m
 Dividend proposed of 1.5p, deferred to 1 July 2004
 New Defined Contribution Pension Scheme implemented
Dickinson Legg Group PLC, 
a leading designer and 
global supplier of primary tobacco
processing and forced convection
drying equipment solutions.  Annual R eport 2003
Chairman’s Statement
his is the 
first annual report 
of Dickinson Legg
Group plc, which was 
demerged from Brunel Holdings plc 
on 13 December 2002. The demerger’s principal
objectives were the realisation of value for capital
tax losses, which were unlikely to be utilised by
the on-going business, a reduction in debt and to
release the Group from pension fund liabilities,
which at 30 June 2002 had an FRS 17 deficit of 
£15 million. In addition, head office costs were
reduced, under-performing assets disposed of
and the negative balance on distributable
reserves eliminated, making possible the
payment of dividends.
The transition to the new group has taken a great
deal of senior management time, but has gone
smoothly and all the objectives have been
achieved. The final step was the acceptance by
employees of a new defined contribution pension
scheme, which eliminates the possibility of a
pension fund deficit arising in the future. 
The Group is now comprised of two profitable
businesses operating globally in the design and
manufacture of process equipment for the
tobacco, paper, metal and food industries. The
emphasis in both businesses is on design, 
based on process knowledge developed in 
close co-operation with customers. 
Results
The accounts have been prepared on the basis
that Dickinson Legg Group was in its current
form throughout the year in accordance
with the rules of merger accounting.
Due to Dickinson Legg
not benefiting from an
exceptionally large contract
as it did the previous year, Group
turnover for the year was 9% down 
and Group operating profit before exceptionals
54% down. Total operating profit of £3.21 million
before exceptional charges showed a marked
improvement in the second half and the year’s
results were in line with market expectations at
the time of the demerger.  Spooner Industries
continued to make progress in the second half
achieving £0.43 million operating profit for the
year (2002: £nil). Exceptional charges of
£0.78 million were below the £1 million stated in
the AIM admission document and comprised
redundancy costs of £340,000 with the balance
being demerger related costs.
Diluted earnings per share before exceptionals
were 6.8p (2002: 16.2p). 
The nature of our business with large, irregular
cash receipts does result in fluctuations in the net
debt position, which showed a small increase in
the second half to £0.4 million. This represents
7.6% of net assets. Net financing costs were 44%
lower than in the previous year.
Dividend
Thought has been given to the best way of 
using the Group’s pool of Advance Corporation
Tax, thereby reducing tax payments, and 
alternatives to the payment of a cash dividend
were considered as indicated in the AIM listing
document. However, it was decided that
shareholders’ interests were best served by
paying a cash dividend, but to defer payment 
until the new financial year in order to optimise 
the tax position. This will save the Company
£0.14 million. The directors are therefore
recommending the payment of 1.5p dividend on
1 July 2004 to include 0.2p enhancement in
compensation for the deferred payment. 
Going forward it is the intention that, subject to
satisfactory performance, a progressive dividend
policy will be implemented and an interim
dividend representing approximately one third 
of the total year’s dividend will be payable in 
the future. 
Prospects
As indicated in the Chief Executive’s report, 
the markets in which the Group operates are 
very competitive. In most, demand is weak 
which is reflected in Dickinson Legg’s 
opening order position, which was lower than 
at the beginning of the previous year. It is
therefore particularly noteworthy that Spooner
has entered the current year with a record 
order book. The strengthening of the Euro 
against Sterling in recent months should help 
but until there are definite signs of an upturn 
in global capital goods markets, difficult trading
conditions will continue. However, in our new
form we are much better placed to deal 
with these conditions. We expect this year’s
performance to be strongly biased towards 
the second half.
It is the Board’s view that the Group is now in a
position to consider acquisitions. Opportunities
are being sought in related fields to our present
activities to determine where shareholder value
can be enhanced by this means. 
T
2 Dickinson Legg GROUP PLC
3
“
The Group is now comprised 
of two profitable businesses 
operating globally.
”
People
Inevitably the demerger created uncertainty for
employees, particularly with regard to their
pension rights. My thanks are due to all
concerned for their efforts and co-operation in
resolving difficult issues amicably and without
disruption. 
During the year Tom Mackie and David Heath
became respectively Group Managing Director
and Group Financial Director. On 1 July 2003,
Tom Mackie was appointed Chief Executive and
I gave up my executive role, reverting to being
Chairman. 
I am pleased that Robert Davis joined the Board
as non-executive director on 1 September 2003.
His extensive management experience in
international engineering companies will be 
of great value to us. Moger Woolley, who was 
for 8 years Chairman of Brunel and subsequently
non-executive director, first of Brunel then of
Dickinson Legg Group plc, has decided to retire
after the Annual General Meeting. His advice 
and support has been of great value and I wish
him a long and happy retirement.
B. B. Stevenson
Chairman Primary Tobacco Processing
Equipment
Dickinson Legg Businesses
ollowing an exceptional performance in
2002, Dickinson Legg suffered from a 
low order intake in the early months of the
new financial year. Turnover was 18% lower at
£37.6 million and operating profit was 54% lower
at £3.2 million before exceptional charges as the
comparative period benefited from the £14 million
Samsung contract. The sales mix changed from
the previous year, the lower margin installation
sales representing a larger proportion of 
turnover. Low manufacturing activity in the 
first half of the financial period resulted in
significant under recovery of overheads.
Management restructured the business to 
lower the cost base by reducing the 
headcount by some 15%, resulting in annualised
savings of £0.4 million. The benefits of this 
action and an improvement in the order book
resulted in a much stronger financial performance
in the second half of the year, as indicated in 
the interim statement.
The new Expanded Stem System (ESS)
marketed exclusively under license from 
R J Reynolds in the United States is generating 
a number of serious enquiries. Two new 
orders valued in excess of £4 million were
received during the year, one of which was for 
an existing customer of the system. Four projects
for the High Expansion Drying (HXD) system,
jointly developed with BAT, generated sales 
in excess of £6 million to customers in Asia. 
The new high-speed cutters RC5 and RC6 
are being well received by the market 
with a number of units sold to the multinational
and independent tobacco processors.
In addition to the new products launched
in the last few years, we continue to
focus our product development on
enhancements to our
existing product range,
often in response to
feedback from our customers.
A major exercise on our range of
silos was completed in the year improving
serviceability and reducing cost.
Our spares and wear parts business – based in
Andover, Hampshire and Richmond, Virginia –
performed well albeit volumes in the United
States were marginally lower than anticipated due
to customers reducing their inventories. Several
cutters were refurbished for customers, which
generated additional spares volumes. As the
population of the new RC5 and RC6 cutters
grows, the demand for spare parts will increase.
Our Indian Joint Venture, Dickinson Fowler,
made excellent progress in the year, meeting
customers’ quality and delivery requirements
whilst increasing volumes and profits. The low
cost structure is improving the company’s overall
competitive position and providing a vehicle for
better access to the Asian market.
Following several years of high investment by
the major tobacco customers, there has been a
general slow down in the number and scale of
projects, resulting in an extremely competitive
marketplace. Dickinson Legg’s range of key
processing equipment continues to generate
opportunities at a time when our customers’
capital expenditure is constrained.
Air Drying Equipment
Spooner Industries
Spooner Industries delivered a significant
improvement in performance, increasing turnover
by 32% to £11.56 million and returning an
operating profit of £0.43 million, generating an
operating margin of 3.7%. This achievement is
more remarkable given the flat markets in which
the company has been competing against
predominantly Euro based competition when
Sterling was particularly strong.
Spooner has applied
its expertise in 
forced air convection
technology to expand into
other market sectors, supplying
custom-designed process equipment.
In addition to its traditional markets in the
paper and converting industries, Spooner
has established a position in the metals
industry, in galvanising and coil coating,
and is developing a growing presence in the
food industry, in baking and cooling. Orders
valued at £4.8 million were secured during
the year in the metals industry. New
environmental standards are expected to
lead to higher investment in North America
over the next two or three years where we
have recently secured a large order for coil
coat ovens.
Spooner Industries has entered the current
financial year with a record order book. New
opportunities are being explored in the non-
wovens market sector, which has been identified
as a growth market. General activity in the paper
equipment market has been low, with the
exception of China, and we do not expect this
situation to change in the near future. However,
the technically advanced Spooner ModuleDryer,
developed in partnership with Voith Paper, is now
regarded as a proven product and is expected to
provide an increased number of opportunities.
The traditional market for the supply of film and
foil converting lines in Europe is in a period of
consolidation and it is still uncertain as to what
effect this will have. 
T. M. Mackie
Chief Executive
Annual R eport 2003
Chief Executive’s Report
F
4 Dickinson Legg GROUP PLC
5
“Dickinson Legg’s range
of key processing
equipment continues to
generate opportunities”
“Spooner Industries
has entered the 
year with a record
order book” ntroduction
The accounting policies of our former
holding company, Brunel Holdings, have
been adopted and applied throughout the
periods covered by these financial statements.
Operating Results
Profit on ordinary activities before taxation and
exceptionals for the period was £3.0 million
against £6.39 million in the previous year, a 
year which included the benefits of Dickinson
Legg Limited’s exceptional £14 million order
from Samsung. Earnings before interest, 
tax, depreciation and amortisation were 
£3.71 million (2002: £7.31 million). The
tobacco processing equipment businesses
contribution to group turnover was 77%
(2002: 82%) and it contributed the majority of
operating profit before exceptional items. The
air-drying business, Spooner, saw significant
growth, with turnover increasing by 32% 
and an improved £0.43 million (2002: £nil)
operating profit.
Exceptional Items
As a result of the demerger and listing of 
the Group on the Alternative Investment
Market, the Group incurred advisors and
printing costs amounting to £0.14 million and
management charges from Brunel Holdings
amounting to £0.23 million. The Group also
incurred costs of £0.06 million on the selection
and establishment of the new pension
arrangements and a redundancy program in
Dickinson Legg Limited resulted in exceptional
costs of £0.34 million.
Interest
Interest payable was 53% lower than that
incurred in 2002, due primarily to the £2.35
million cash generated by the businesses
combined with the fall in bank base rates.
Interest cover is unchanged at 13.7 times.
Taxation
The effective rate of tax for the year is 14.4%
(2002: 8.5%), which amounts to a tax charge of
£0.32 million (2002: £0.49 million). The increase
in the effective rate is due to writing back less
Advance Corporation Tax, being £0.36 million
(2002: £0.60 million). At 30 June 2003, the
Group has £0.12 million of unrecognised ACT,
which may reduce tax in future years.
Dividends
The Board is recommending the payment of a
1.5p final dividend. In order to maximise the
utilisation of the Group’s pool of Advance
Corporation Tax, the dividend will be paid on 
1 July 2004 to shareholders on the register on
28 May 2004. 
Earnings Per Share
The basic earnings per share calculated 
in accordance with FRS 14 were 5.2p 
(2002: 14.6p). The earnings per share before
exceptional items and allowing for the dilutive
effect of the share options were 6.8p 
(2002: 16.2p). See note 9 of the financial
statements for further detail.
Capital Expenditure
Capital expenditure totalled £0.16 million in the
year (2002: £0.25 million), the majority of which
was spent on improvements to the Group’s
information systems.
Research and Development
£0.28 million (2002: £0.31 million) was
predominantly spent on the on-going
development of existing product lines. These
developments were written off through the
profit and loss account.
Pensions
Following the demerger from Brunel Holdings
plc, the employees of Dickinson Legg Limited
and Spooner Industries Limited who were
participants of the Brunel Holdings plc 
defined benefit pension scheme continued to
participate in that scheme until 13 June 2003.
From 14 June 2003, those employees
became participants of a defined contribution
scheme established by the Group for its
eligible UK employees. Further information
can be found in note 21 of the financial
statements.
Financing
There has been a marked improvement from
the net current liability position of £0.72 million
last year to £2.09 million net current asset
position as at 30 June 2003, principally due 
to a positive cash in-flow for the year of 
£2.35 million. Some £1.96 million of this has
been achieved from normal trading activities
and the remaining net inflow of £0.39 million
gained as a result of the demerger.
Consequently the net debt of the Group 
has been reduced from £3.68 million to 
£0.40 million at 30 June 2003 representing
8% of net assets (2002: 108%).
Following the demerger the Group retained 
its banking facilities with Lloyds TSB. 
These are on demand facilities amounting to
£12.70 million in aggregate and are not
subject to financial covenants.
Share Capital and Reserves
The merger reserves have arisen from the
demerger from Brunel Holdings plc and an
internal reorganisation prior to demerger (as
described in the basis of preparation note on
page 20). Other reserves of £39.50 million and
the £86.73 million deficit on the profit and loss
account are derived from the inclusion of a
‘non-trading’ subsidiary company, Thomas
Robinson Group Limited. The negative profit
and loss reserves of the Group do not prevent
Dickinson Legg Group plc from paying
dividends to shareholders as the Company
has positive distributable reserves.
Treasury Activities
The Group has adopted the policies applied
by the former holding company, Brunel
Holdings plc, and the Group uses financial
instruments to manage risk. The Group does
not engage in speculative activity. Treasury
activities are reported on a monthly basis to
the Board and are subject to review by 
internal audit.
The principal financial risks faced by the Group
are foreign exchange and to a much lesser
extent interest rate risk. The Group operates a
risk averse policy to foreign exchange
exposures. Contract and trading transactions
in non-local currencies are hedged (using
foreign currency forward contracts) as soon as
there is reasonable certainty in the amounts
and timings.
D. G. Heath
Group Finance Director
Financial Review
6
Annual R eport 2003
I Directors
B. B. Stevenson, F.C.A. (Non-executive Chairman)
T. M. Mackie, BA. (Chief Executive)
D. G. Heath, A.C.M.A. (Group Finance Director)
T. J. Swete, F.C.A. (Non-Executive)
J. M. Woolley, BSc. (Non-Executive)
R. G. Davis, BSc. C.Eng. (Non-Executive)
Secretary
D. G. Heath, A.C.M.A.
Registered Office
Moorside Road
Winchester
Hampshire SO23 7SS
Tel. 01962-841788
Registered Number 4546064
Registrars and Transfer Office
Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
31 Great George Street
Bristol BS1 5QD
Bankers
Lloyds TSB Bank plc
Canons House
Canons Way
Bristol BS99 7LB
Solicitors
Osborne Clarke
2 Temple Back East
Temple Quay
Bristol BS1 6EG
Financial Advisers and Stockbrokers
Robert W Baird Limited
Mint House
77 Mansell Street
London E1 8AF
Directors’ Profiles and Advisers
Dickinson Legg GROUP PLC
7
Barry Stevenson
Non-executive Chairman
Appointed to the Board of Dickinson Legg Group plc on 13 December 2002.
Barry joined the Board of Brunel Holdings plc in January 1995 and was appointed
Chairman in February 2001 and Executive Chairman in November 2001 until the demerger
on 13 December 2002. Barry continued his Executive Chairman role until 1 July 2003 
when he reverted to Chairman. He was previously Chief Executive of Canadian Overseas
Packaging Industries Ltd between 1990 and 1993, Finance & Engineering Director at DRG
plc from 1982 to 1990 and Finance Director at Cape Industries from 1974 to 1982. 
Age 64.
Thomas Mackie
Chief Executive
Appointed to the Board of Dickinson Legg Group plc on 1 February 2003.
Tom joined Dickinson Legg Limited as Managing Director in July 2002. On 1 July 2003 
Tom was appointed Chief Executive of Dickinson Legg Group plc. He was previously Chief
Executive of the Turbine Components division of Vickers plc for five years from 1995 to
2000. Between 1993 and 1995 Tom held the position of Managing Director of Ross
Catherall Group having been Managing Director of Ross Catherall Limited from 1988.
Age 47.
David Heath
Group Finance Director
Appointed to the Board of Dickinson Legg Group plc on 13 December 2002.
David joined Dickinson Legg in March 1999 as financial controller and was appointed
Finance Director in May 2002. Prior to joining Dickinson Legg, David held the position of
financial controller with Starion International Limited between 1995 and 1999 and Tulip
Foods Division from 1993 to 1994. David has also had financial roles with Proctor & Gamble
from 1991 to 1993 and Revlon International from 1988 to 1991. Age 46.
Trevor Swete
Non-executive Director
Appointed to the Board of Dickinson Legg Group plc on 13 December 2002.
Trevor joined the Board of Brunel Holdings plc in December 1998 until the demerger, and
is a member of the Board’s remuneration and audit Committees. He is a director of Postern
Limited, Postern Fund Management Limited, PFM General Partner Limited, Postern
Executive Group Limited and L.M.A. North America Inc. Trevor founded Postern Limited 
in 1991, having previously been Head of Corporate Finance at Hill Samuel & Co. Limited.
Age 58.
Moger Woolley
Non-executive Director
Appointed to the Board of Dickinson Legg Group plc on 13 December 2002.
Moger spent 30 years to November 1989 working for DRG plc where he became 
Chief Executive. He is currently Chairman of Bristol Water Holdings plc. He joined the 
Board of Brunel Holdings plc in October 1992 until the demerger. He is a member of the
Board’s audit committee and chairman of the Board’s remuneration committee. Age 68.
Robert Davis
Non-executive Director
Appointed to the Board of Dickinson Legg Group plc on 1 September 2003.
Robert is a graduate engineer with extensive management experience in international
engineering businesses. He is currently Managing Director of Kliklok Woodman International
Limited and a director of Lerner Burgess Packaging Machinery Limited. Age 55. he Directors present their Annual Report and the financial
statements for the year ended 30 June 2003.
Results and Dividends
The results of the Group for the year are set out on page 14. The
Directors recommend a final dividend of 1.5p per share payable on 
1 July 2004. A loss of £13.1 million has been transferred from reserves.
Review of the Business and Principal Activities
In October 2002, Brunel Holdings plc announced its intention to
demerge its two operating businesses. This was effected by a demerger
transaction on 13 December 2002. Details of the demerger and 
the basis of preparation of these financial statements can be found on
page  20.
Dickinson Legg Group plc acts as a holding company co-ordinating 
the activities of its subsidiaries, which were, during the year ended 
30 June 2003, primarily engaged in the design, manufacture and sale of
process equipment.
A review of the development of the business during the year and the
likely future developments of the Group appears in the Chairman’s
Statement and Chief Executive’s Report on pages 2 to 5.
Political and Charitable Contributions
During the year the Group made no donations for charitable purposes,
and no contributions to political parties (2002: Nil).
Directors
The following Directors held office at 30 June 2003 and against their
names are shown their beneficial interests in the Company’s shares as
defined in the Companies Act 1985: 
30 June 2003 On Admission
Ordinary Shares Ordinary Shares
B. B. Stevenson
Appointed 13 December 2002 Nil Nil
T. M. Mackie 
Appointed 1 February 2003 Nil Nil
D. G. Heath
Appointed 13 December 2002 Nil Nil
T. J. Swete
Appointed 13 December 2002 Nil Nil
J. M. Woolley
Appointed 13 December 2002 61,675 61,675
The interests of the Directors under the Company’s share option
scheme are shown on page 12.
None of the Directors had any other interests during the year in any
shares in the Company or in any of its subsidiary companies.
Since 30 June 2003, there have been no changes in the Directors’
interests in the Company’s ordinary shares.
During the year the Company maintained directors’ and officers’
insurance against liabilities incurred in the course of their duties, to the
extent permitted by the Companies Act.
Substantial Shareholdings
As at 30 September 2003 the Company has been advised of the
following shareholdings amounting to 3% or more of the issued ordinary
share capital of the Company:
Company having No. of % of issued 
interest Ordinary shares Ordinary shares 
Schroder Institutional 
Recovery fund 7,042,000 19.37
Clients of Veer Palthe 
Voute N.V. 5,213,814 14.34
Credit Suisse First 
Boston Nominees 2,558,333 7.04
SG Asset Management 
UK Limited 2,335,147 6.42
Clients of Rowan Dartington 1,942,045 5.34
Universities Superannuation Scheme 1,500,000 4.13
Employees
The Group gives autonomy to its operating subsidiaries and
management are accountable for their own actions, whilst developing
their awareness of the Group’s overall objectives. Each subsidiary is
responsible for the development of employee involvement and
communication policies, which are appropriate to its own particular
needs and in line with accepted practices in its country of operation. The
Group aims to ensure that no employee or potential employee receives
less favourable treatment on the grounds of sex, marital status, colour,
race, nationality, religious beliefs or disability. Selection and promotion
are based on the suitability of an individual’s skills, aptitude and
experience for the job. Having special concern for employees who
become disabled, all practical measures are taken to ensure that
disabled persons are placed in jobs suited to their individual
circumstances.
Enterprise Management Incentive Share Option Scheme
It is the Group’s policy to use share options as a mechanism for retaining
and motivating key employees. To further this policy the Enterprise
Management Incentive (EMI) share option scheme was established in
March 2003. The scheme is designed to provide incentive to the Boards
of directors of the principal trading companies by awarding share
options contingent upon achieving prescribed collective goals. Under
Directors’ Report
8
Annual R eport 2003
T this scheme 1,627,200 share options have been allotted to the
executive directors of Dickinson Legg Limited and Spooner Industries
Limited.
A copy of the rules of this share option scheme is available on request
and will be available at the Annual General Meeting.
Health, Safety and the Environment
The Group takes seriously its responsibilities to employees, customers
and the environment. It requires each operating subsidiary to maintain
its own health, safety and environmental policies, and to implement
good working practices and procedures so as to ensure that its
operations and products comply with the appropriate law, regulations
and standards. In conjunction with an independent consultancy the
Group conducts detailed risk management surveys of each site on a
regular basis covering health, safety and environmental aspects.
Policy and practice on payment of creditors
The Company generally agrees terms and conditions with suppliers
before business takes place, and its policy is to pay agreed invoices in
accordance with those terms of payment. The average period of credit
taken during this financial period was 60 days.
Auditors
Following the conversion of our auditors PricewaterhouseCoopers 
to a Limited Liability Partnership (LLP) from 1 January 2003,
PricewaterhouseCoopers resigned as auditor of the subsidiaries based in
the United Kingdom of Dickinson Legg Group plc during February 2003
and the directors appointed its successor PricewaterhouseCoopers LLP 
to fill the casual vacancies. PricewaterhouseCoopers LLP was
appointed by the directors as auditor of Dickinson Legg Group plc 
on 21 February 2003.
A resolution to re-appoint PricewaterhouseCoopers LLP as auditors will
be proposed at the forthcoming Annual General Meeting.
Statement of Corporate Governance
The Company’s shares were admitted to trading on the Alternative
Investment Market (AIM) of the London Stock Exchange on 
16 December 2002. The Group is therefore subject to the AIM
Admission Rules of the London Stock Exchange and is consequently
not required to comply with the best practice corporate governance
provisions contained within the Combined Code appended to the Listing
Rules of the Financial Services Authority. However, the directors have
considered the provisions of the Combined Code and set out below
how the principles have been applied in the Group, and the extent of
current compliance.
The Board
The Board consists of Executive and Non-executive Directors who meet
regularly to consider matters specifically reserved for its attention and to
monitor the performance of the Group. It sets the strategic direction of
the Group.
From the date of listing to 30 June 2003 the Group operated with an
Executive Chairman. This role combined the function of chairman and
chief executive. Given the size of the Group, this was considered to be
an acceptable arrangement for the Company pending the appointment
of a new Chief Executive. From 1 July 2003 the roles have been divided
into a Non-executive Chairman and Chief Executive following
the appointment of Mr T. M. Mackie as Chief Executive. 
The Board considers Mr R. G. Davis, Mr J. M. Woolley, Mr T. J. Swete
and with effect from 1 July 2003 Mr B. B. Stevenson to be independent
Non-executive Directors. 
The Board has formalised the arrangements for access by Directors to
independent professional advice and approved a fixed period of
appointment for new Non-executive Directors of 3 years.
Board Committees
The Audit and Remuneration Committees (chaired by Mr B. B. Stevenson
and Mr J. M. Woolley respectively) are now comprised of Non-executive
Directors and the Non-executive Chairman (former Executive Chairman).
The terms of reference of the Audit Committee include reviewing the
Group’s internal controls, vetting the final drafts of the financial reports
for statutory compliance and standards of best practice, and
recommending appropriate disclosure to the Board. It also meets with
the internal and external auditors to review the audit plan and reviews
annually the services of the Group’s auditors and to ensure that an
objective and professional relationship is maintained.
The terms of reference for the Remuneration Committee include the
setting of remuneration policy and remuneration of Executive Directors
and senior management of subsidiary companies. Details of the
Executive Directors’ remuneration are reported in the Remuneration
Committee Report on pages 11 and 12 and within the notes to 
the Financial Statements on page 24. The Remuneration Committee
recommends all executive and non-executive appointments to the  Board.
Any appointment proposal by the Committee will be discussed and
ratified by the full Board.
Going Concern
It should be recognised that any consideration about the foreseeable
future involves making a judgement, at a particular point in time, about
future events that are inherently uncertain. After making enquiries, the
Directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for
the foreseeable future. For this reason, the Directors have adopted the
going concern basis in preparing the accounts.
Internal Control
(i) Control Environment – the directors are responsible for the 
Group’s system of internal control and for reviewing its effectiveness.
The system is designed to manage, rather than eliminate, the risk of
failure to achieve business objectives and can only provide reasonable,
Directors’ Report
Dickinson Legg GROUP PLC
9 and not absolute, assurance against material misstatement or loss, and
the maintenance of proper accounting records and the reliability 
of financial information.
Following the publication of formal guidance on internal control, the
Board has established procedures necessary to implement the
requirements of the Combined Code relating to internal controls as
reflected in the formal guidance and it has reviewed the effectiveness of
the Group’s systems of internal control, including financial, operational
and compliance controls and risk management. These procedures
establish the process by which the Board will, on an ongoing basis,
identify, evaluate and manage the significant risks faced by the Group
and carry out its annual review of the effectiveness of the internal
controls. It is intended that these procedures will be kept under review
each year and adjusted as appropriate. The procedures have been in
place during the year and up to the date of this report.
In addition to the review of the scope and results of the audit and the
activities of the external and internal auditors (including the cost
effectiveness of the audit and the independence and objectivity of the
external auditors) the Audit Committee’s terms of reference include
responsibility for overseeing internal controls, including operational and
financial controls and risk management.
(ii) Information Systems, Control Procedures and Monitoring
The Company’s internal control and monitoring procedures include:
(a) clear responsibilities on the part of line and financial management
for the maintenance of good financial controls and the production
of accurate and timely financial management information;
(b) the control of key risks through clearly laid down authorisation
levels and proper segregation (so far as is practicable) of
accounting duties;
(c) detailed monthly budgeting and reporting of trading results,
balance sheets and cash flows, with regular review by
management of variances from budgets; and 
(d) reporting on compliance with internal controls and procedures by
group internal audit and review of reports by external auditors.
These reports are also reviewed by the Audit Committee prior to
the issue of the interim and annual reports.
Relations with Shareholders
The Annual and Interim Reports contain information on the activities 
of the Group. These are sent to all shareholders on the share 
register. These are also available on the Group’s website
www.dickinsonlegggroup.com. This website contains links to the
subsidiary group companies where further news and information can 
be found.
The Directors meet regularly with and present to institutional
shareholders to foster a mutual understanding of objectives. The
Directors encourage the participation of private shareholders at the
Annual General Meeting.
Annual General Meeting
The Notice of the Annual General Meeting is set out on page 36.
Approved by the Board on 30 September 2003 and signed on its 
behalf by
D. G. Heath
Company Secretary
Directors’ Report
10
Annual R eport 2003
ompany law requires the Directors to prepare financial
statements for each financial year that give a true and fair
view of the state of affairs of the Company and the Group
and of the profit or loss of the Group for that period.
In preparing these financial statements the Directors are required to:
 select suitable accounting policies and then apply them
consistently;
 make judgements and estimates that are reasonable and prudent;
 state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements.
The Directors confirm that they have complied with these requirements
in preparing the financial statements. 
The Directors are responsible for keeping proper accounting records
that disclose with reasonable accuracy at any time the financial position
of the Company and the Group and to enable them to ensure the
financial statements comply with the Companies Act 1985. They are
also responsible for safeguarding the assets of the Company and the
Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
C
Statement of Directors’ Responsibility emuneration Policy
The policy of the Remuneration Committee concerning the
remuneration of Executive Directors and the level and
constituent elements of their remuneration is set out below. The
Remuneration Committee will consult with the Chief Executive, in
particular on other Executive Directors’ remuneration. No Director
participates in, or votes on, any discussion relating to their own
remuneration.
Non-executive Directors
It is the current policy of the Committee to appoint new Non-executive
Directors for an initial period of three years, this may be renewed for a
further three years and then annually thereafter. Non-executive Director
appointments, as with all Directors, are subject to election and re-
election at the relevant annual general meetings.
In the event of early termination for whatever reason the Chairman and
the Non-executive Directors are not entitled to any compensation. All
Non-executive Directors are paid a sum which takes into account the
amount of work undertaken by them as members of the Board and its
various sub-committees, but do not receive any profit related pay,
share options or pension entitlement from the Company or any of its
subsidiaries. These sums are set by this Committee.
Remuneration of Executive Directors and 
Senior Executives
As a sub-committee of the Board, the role of the Remuneration
Committee is to establish Board policy in respect of terms of
employment including remuneration packages in detail for Executive
Directors and in principle for certain other senior executives. The
Committee, with its remuneration packages, seeks to attract, retain and
motivate Executive Directors of the right calibre and to encourage them
in the enhancement of the Company’s performance. In setting both the
policy related to, and the levels of remuneration and benefits for,
Executive Directors, the Committee takes into account the practice
applied across the industrial and service sectors in which the Group
operates.
The principal components of the Group’s remuneration packages for
Executive Directors are as follows:
A. Basic Salary
The basic salary for each Executive Director is determined by the
Committee taking into account the practice at companies of similar size
and the performance of the individual.
B. Performance Related Bonuses
In respect of the year to 30 June 2003, Mr T. M. Mackie was paid, 
in accordance with his terms of appointment, a non-performance 
related bonus.
The annual bonus arrangements, for the Executive Directors, for
the forthcoming financial year are based upon a combination of
performance of the principal trading companies, improvement in
earnings per share and individual performance. The maximum bonus
payable will be 60% of basic salary.
C. Share Options
It is the Company’s policy to use share options as a mechanism for
retaining and motivating key employees. Since the demerger, options
have been granted for nil consideration under the Enterprise
Management Incentive Share Option Scheme to the Executive Directors
based upon a percentage of their basic salary.
Details of the options granted under this scheme to the Directors of the
Company can be found on page 12.
Policy on External Appointments
The Company recognises that its Executive Directors may be invited to
become non-executive directors of other companies and that exposure
to such non-executive duties can broaden their experience and
knowledge, which will be to the benefit of the Group. Subject to Board
approval (which will not be given if the proposed appointment is with a
competing company or would otherwise lead to a conflict of interest)
Executive Directors are allowed to accept one non-executive
appointment and to retain the fees paid.
Policy on Contracts of Service
It is the policy of the Board to issue service contracts with up to a one-
year notice period for appointments of Executive Directors. Dickinson
Legg Group will apply a fair but robust principle of mitigation in the
payment of compensation on the termination of the employment of any
Executive Director.
Pension Contributions
Executive Directors are eligible for membership of the defined
contribution pension scheme of Dickinson Legg Limited. 
Other Benefits
Mr T. M. Mackie also has other taxable benefits provided by the
Company such as a suitable company car and the payment of its
operating expenses, and membership of a private medical insurance
scheme. Mr D. G. Heath receives a car allowance and membership of a
private medical insurance scheme. Mr B. B. Stevenson has the use of a
company car.
Remuneration Committee Report
Dickinson Legg GROUP PLC
11
R Remuneration of Directors
The remuneration of the Directors in their capacity as directors of Dickinson Legg Group plc (and Brunel Holdings plc where applicable) for the year
to 30 June 2003 was (£’000s):
Basic Salary Benefits Bonus Pension Total
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002
Executive Directors
B.B. Stevenson (1) 135 111 1 – 70 – – – 206 111
T.M. Mackie (2) 47 – 5 – 16 – 4 – 72 –
D.G. Heath (3) 40 – 3 – – – 2 – 45 –
Non-executive Directors
T.J. Swete (4) 20 20 – – – – – – 20 20
J.M. Woolley (5) 22 22 – – – – – – 22 22
–––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
264 153 9 – 86 – 6 – 365 153
–––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––
Notes
(1) This includes £61,442 paid by Brunel Holdings plc as a salary prior to the demerger and £70,000 bonus paid by Brunel Holdings plc in respect
of Mr Stevenson’s contribution to a successful demerger. Mr Stevenson remained an executive director until 30 June 2003.
(2) Remuneration since appointed to the Board of Dickinson Legg Group plc on 1 February 2003.
(3) Remuneration since appointed to the Board of Dickinson Legg Group plc on 13 December 2003.
(4) This includes £10,000 paid by Brunel Holdings plc as salary prior to the demerger.
(5) This includes £10,013 paid by Brunel Holdings plc as salary prior to the demerger.
All of the salaries listed in 2002 were paid by Brunel Holdings plc.
Share Options
Under the Enterprise Management Incentive share option scheme the following share options were granted to the Directors of the Company in the
year ended 30 June 2003.
Options at Options Options at Subscription Normal period
1 July 2002 granted 30 June 2003 price of exercise
T.M. Mackie – 270,000 270,000 27.25 pence 2006 - 2013
D.G. Heath – 168,000 168,000 27.25 pence 2006 - 2013
J.M. Woolley
Chairman, Remuneration Committee
Remuneration Committee Report
12
Annual R eport 2003 o the members of 
Dickinson Legg Group plc
We have audited the financial statements which comprise the Group
profit and loss account, the Group and Company balance sheets, the
Group cash flow statement, the Group statement of total recognised
gains and losses and the related notes. 
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the
financial statements in accordance with applicable United Kingdom
law and accounting standards are set out in the statement of directors’
responsibilities. 
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing
Standards issued by the Auditing Practices Board. This report, including
the opinion, has been prepared for and only for the company’s members
as a body in accordance with Section 235 of the Companies Act 1985
and for no other purpose. We do not, in giving this opinion, accept or
assume responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give
a true and fair view and are properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the
directors’ report is not consistent with the financial statements, if the
company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or
if information specified by law regarding directors’ remuneration and
transactions is not disclosed.
We read the other information contained in the annual report and
consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial
statements. The other information comprises only the Directors’ Report,
the Remuneration Committee Report, the Chairman’s Statement, the
Chief Executive’s Report and the Financial Review. 
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued
by the Auditing Practices Board. An audit includes examination, on a
test basis, of evidence relevant to the amounts and disclosures in the
financial statements. It also includes an assessment of the significant
estimates and judgements made by the directors in the preparation of
the financial statements, and of whether the accounting policies are
appropriate to the company’s circumstances, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the financial
statements and the auditable part of the directors’ remuneration report
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the
state of affairs of the Company and the Group at 30 June 2003 and of
the profit and cash flows of the group for the year then ended and have
been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Bristol
30 September 2003
Independent Auditors’ Report
Dickinson Legg GROUP PLC
13
T 2003 2002
Before Exceptional Total Before Exceptional Total
Exceptional Items Exceptional Items
Items Items
Note £000 £000 £000 £000 £000 £000
Turnover
Turnover (including share of joint venture)
– continuing 49,714 – 49,714 55,257 – 55,257
Less share of turnover of joint venture
– continuing (529) – (529) (1,101) – (1,101)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Group turnover 1 49,185 – 49,185 54,156 – 54,156
Cost of sales (35,108) – (35,108) (35,689) (587) (36,276)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Gross profit 14,077 – 14,077 18,467 (587) 17,880
Distribution costs (7,319) – (7,319) (7,844) – (7,844)
Administration expenses 2 (3,790) (634) (4,424) (4,092) – (4,092)
Other operating income 117 – 117 163 – 163
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Group operating profit – continuing 3,085 (634) 2,451 6,694 (587) 6,107
Share of operating profit in joint venture 
– continuing 12 129 – 129 73 – 73
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Total operating profit:
Group & share of joint venture 1&2 3,214 (634) 2,580 6,767 (587) 6,180
Exceptional items
Group demerger and formation costs 2 – (144) (144) –––
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Profit on ordinary activities before interest 3,214 (778) 2,436 6,767 (587) 6,180
Interest receivable and similar income 4 24 – 24 123 – 123
Interest payable and similar charges 4 (236) – (236) (502) – (502)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Profit on ordinary activities before taxation 3 3,002 (778) 2,224 6,388 (587) 5,801
Taxation on profit on ordinary activities 7 (510) 190 (320) (494) – (494)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Profit for the financial year 2,492 (588) 1,904 5,894 (587) 5,307
Dividends 8 (14,963) – (14,963) (289) – (289)
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Retained (loss)/profit for the financial year 
transferred (from)/to reserves 18 (12,471) (588) (13,059) 5,605 (587) 5,018
–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Earnings per 20p share:
Basic 9 5.2p 14.6p
Diluted 9 5.2p 14.6p
Diluted adjusted basis 9 6.8p 16.2p
The notes on pages 22 to 35 form part of these financial statements.
Group Profit and Loss Account
for the year ended 30 June 2003
14
Annual R eport 2003 2003 2003 2002 2002
Note £000 £000 £000 £000
Fixed assets
Intangible assets 10 3,529 3,775
Tangible assets 11 1,132 1,377
Interest in joint venture 12
– share of gross assets 825 728
– share of gross liabilities (340) (405)
–––––––––– ––––––––––
485 323
–––––––––– ––––––––––
5,146 5,475
Current assets
Stocks 13 1,340 1,976
Debtors – due within one year 14 17,807 14,809
– due after more than one year 14 – 1,402
Cash at bank and in hand 283 103
–––––––––– ––––––––––
19,430 18,290
Current liabilities
Creditors – amounts falling due within one year 15 (17,343) (19,013)
–––––––––– ––––––––––
Net current assets/(liabilities) 2,087 (723)
–––––––––– ––––––––––
Total assets less current liabilities 7,233 4,752
Creditors – amounts falling due
after more than one year 15 (545) (13)
Provisions for liabilities and charges 16 (1,420) (1,323)
–––––––––– ––––––––––
Net assets 1 5,268 3,416
–––––––––– ––––––––––
Capital and reserves
Called up share capital 17 7,271 –
Merger reserve 18 45,234 –
Other reserves 18 39,496 –
Profit and loss account 18 (86,733) –
Owner's net investment 18 – 3,416
–––––––––– ––––––––––
Shareholders' funds – equity 18 5,268 3,416
–––––––––– ––––––––––
Approved by the Board on 30 September 2003 and signed on its behalf by
T. M. Mackie
D. G. Heath   
}
Directors 
The notes on pages 22 to 35 form part of these financial statements.
Group Balance Sheet
as at 30 June 2003
Dickinson Legg GROUP PLC
15 Group
2003 2002
£000 £000
Profit for the financial year 1,904 5,307 
Currency translation differences on foreign currency net investments (36) 34 
–––––––––– ––––––––––
Total recognised gains and losses in the year 1,868 5,341 
–––––––––– ––––––––––
There is no difference between the reported profits of the Company and the profits on an historical cost basis
The notes on pages 22 to 35 form part of these financial statements.
Group Statement of Total Recognised Gains and Losses
for the year ended 30 June 2003
16
Annual R eport 2003 2003 2003 2002 2002
Note £000 £000 £000 £000
Fixed assets
Investments 12 24,500 –
–––––––––– ––––––––––
24,500 –
Current assets
Debtors 14 336 –
Cash at bank and in hand 693 –
–––––––––– ––––––––––
1,029 –
Current liabilities
Creditors – amounts falling due
within one year 15 (279) –
–––––––––– ––––––––––
Net current assets 750 –
–––––––––– ––––––––––
Total assets less current liabilities 25,250 –
Creditors – amounts falling due
after more than one year 15 (545) –
–––––––––– ––––––––––
24,705 –
–––––––––– ––––––––––
Capital and reserves
Called up share capital 17 7,271 –
Merger reserve 18 17,085 –
Other reserves 18 – –
Profit and loss account 18 349 –
–––––––––– ––––––––––
Shareholders' funds – equity 18 24,705 –
–––––––––– ––––––––––
Approved by the Board on 30 September 2003 and signed on its behalf by
T. M. Mackie
D. G. Heath   
}
Directors 
The notes on pages 22 to 35 form part of these financial statements.
Company Balance Sheet
as at 30 June 2003
Dickinson Legg GROUP PLC
17 2003 2003 2002 2002 
Notes £000 £000 £000 £000
Net cash inflow from operating activities A 3,636 6,545
Dividends received from joint venture 85 –
Returns on investments and 
servicing of finance
Interest received 3 110
Interest paid (210) (477)
Interest element of finance lease rental payments (8) (25)
–––––––––– ––––––––––
Net cash outflow from returns on (215) (392)
investments and servicing of finance
Taxation (400) (279)
Capital expenditure
Development costs incurred – (193)
Purchase of tangible fixed assets (158) (245)
–––––––––– ––––––––––
(158) (438)
Equity dividends paid pre-demerger (see note 8) (1,679) (289)
–––––––––– ––––––––––
Net cash inflow before use of liquid resources 
and financing 1,269 5,147
Management of liquid resources
Disposal of current asset investments B 1,500 –
Financing
Group demerger and formation costs (144) –
Increase in Brunel Holdings plc invested capital 708 288
Capital element of finance lease rental payments B (99) (141)
Reduction in bank loans and loan notes B (883) (7)
–––––––––– ––––––––––
(418) 140
–––––––––– ––––––––––
Increase in cash B 2,351 5,287
–––––––––– ––––––––––
The notes on page 19 form part of this group cash flow statement.
Group Cash Flow Statement
for the year ended 30 June 2003
18
Annual R eport 2003 A Reconciliation of operating profit to net cash inflow from operating activities 
2003 2002 
£000 £000 
Group operating profit 2,451 6,107
Share of joint venture operating profit on sales to Dickinson Legg Limited (164) –
Depreciation and amortisation charges 629 619
Impairment of capitalised development costs – 587
Decrease/(increase) in stocks 636 (555)
(Increase) in debtors (1,633) (2,595)
Increase in creditors 1,620 2,015
Increase in provisions 97 367
–––––––––– ––––––––––
Net cash inflow from operating activities 3,636 6,545
–––––––––– ––––––––––
B Reconciliation to net debt 
2003 2002
£000 £000 
Increase in cash in the period 2,351 5,287
Reduction in lease finance 99 141
Decrease in loan notes 883 7
Sale of current asset investments (1,500) –
–––––––––– ––––––––––
Change in net debt from cashflows 1,833 5,435
Current asset investments contributed on demerger 1,500
New finance leases – (12)
Exchange movement (49) 86
–––––––––– ––––––––––
Movement in net debt in the period 3,284 5,509
Net debt at 1 July (3,684) (9,193)
–––––––––– ––––––––––
Net debt at 30 June (400) (3,684)
–––––––––– ––––––––––
The current asset investments contributed on demerger were listed shares to the value of £1,500,000 in settlement of the amount owed by
Brunel Holdings plc to Spooner Industries Limited.
C Reconciliation of movement in net debt 
1 July Cash Non-cash Exchange 30 June 
2002 flow changes movement 2003 
£000 £000 £000 £000 £000 
Cash at bank and in hand 103 187 – (7) 283
Overdrafts (2,792) 2,164 – (42) (670)
–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
(2,689) 2,351 – (49) (387)
Loan notes (883) 883 –– –
Finance leases (112) 99 – (13)
Liquid resources (current asset investments) – (1,500) 1,500 – –
–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
(3,684) 1,833 1,500 (49) (400)
–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Notes to the Group Cash Flow Statement
for the year ended 30 June 2003
Dickinson Legg GROUP PLC
19 Basis of accounting
The financial statements for the Group are prepared under the historical cost convention, as modified for the revaluation of certain tangible fixed assets,
the accounting policies set out below and in accordance with applicable accounting standards. The accounting policies have been applied consistently
throughout the year. 
Basis of preparation 
Dickinson Legg Group plc was incorporated on 26 September 2002 as Temple plc and changed its name to Dickinson Legg Group plc on 4 October
2002. On 16 December 2002, its ordinary shares were listed on the Alternative Investment Market (“AIM”) following a group reorganisation undertaken by
Brunel Holdings plc (“Brunel”) to demerge its trading businesses.
With effect from 1 April 2002 Legg Limited (“Legg”), a wholly owned subsidiary of Brunel, acquired the entire issued share capital of Dickinson Legg Limited
(‘‘DLL ’’) and Spooner Industries Limited (‘‘SIL ’’) from Tod Limited (‘‘Tod’’), a wholly owned subsidiary of Brunel, for £21,500,000, and the entire issued share
capital of Thomas Robinson Group Limited (‘‘TRG’’) from Brunel for £1. On 23 April 2002 Legg Limited acquired the entire issued shares of Brunel America
Inc. (‘‘BAI’’) from Brunel for $1,500,000. As at 30 June 2002, the consideration payable to Tod and Brunel for these transactions were still outstanding on
intercompany accounts.
Pursuant to an agreement concerning the reorganisation:
 Legg paid Tod £21,500,000 of cash in settlement of the purchase consideration for DLL and SIL. This payment was funded by an intercompany loan
from Brunel; and
 Brunel waived all amounts owed to it by Legg, including the £21,500,000 lent to Legg to fund the payment to Tod, the $1,500,000 consideration
payable for the purchase of BAI and the £1 consideration payable for TRG.
On 13 December 2002 Dickinson Legg Group plc acquired from Brunel 100% of the ordinary share capital of Legg. The consideration for this transaction
of £24,500,000 was in the form of ordinary share capital of Dickinson Legg Group plc (“Group”) issued to the shareholders of Brunel. Accordingly, this
transaction has been accounted for using merger accounting principles. As part of this transaction, Brunel contributed listed shares to the Dickinson Legg
Group to the value of £1,500,000 as settlement of the amount owed by Brunel to Spooner Industries Limited.
Viewed in isolation, the legal form of the transactions by which Legg acquired DLL, SIL, TRG and BAI is that of acquisitions for cash rather than shares.
On this basis, the transactions do not meet all the conditions for merger accounting set out in Schedule 4A to the Companies Act 1985, and Financial
Reporting Standard 6 (‘‘FRS6’’), which would require Legg to use acquisition accounting, rather than merger accounting, for these transactions.
If acquisition accounting were used to account for these transactions the separable net assets of DLL, SIL, TRG and BAI would be recorded at their fair
values at the date of their acquisitions by Legg, substantial goodwill and goodwill amortisation charges would arise and only the post acquisition results
would be reflected in the financial statements of the Dickinson Legg Group. The directors consider that to apply acquisition accounting would fail to give
a true and fair view of the state of affairs and results of the Dickinson Legg Group. This is due to the fact that the series of transactions is a group
reconstruction rather than an acquisition since the ultimate shareholders of Legg are the same as those of Brunel and, in substance, no consideration is
given by Legg.
Accordingly, the directors have accounted for Legg’s acquisitions of DLL, SIL, TRG and BAI using merger accounting. The directors consider that it is not
practicable to quantify the effects of this departure from the Companies Act 1985 and FRS6. These accounts have been prepared as if the Dickinson Legg
Group had been demerged from Brunel Holdings plc prior to 1 July 2001. This presents information, which better reflects the ongoing operations of the
Group.
Consolidation and goodwill
The consolidated financial statements include the financial statements of the holding company and its subsidiaries. Unless otherwise stated acquisition
accounting is adopted. Under this method the results of subsidiary undertakings acquired during the year are included in the Group profit and loss account
from the effective date of acquisition. The results of subsidiaries disposed of are included up to the effective date of disposal.
Goodwill arising on acquisition of subsidiary undertakings and businesses represents the excess of the fair value of the consideration given over the fair
value of the identifiable assets and liabilities acquired. Goodwill is capitalised and amortised on a straight-line basis over its anticipated useful life.
Turnover 
Turnover comprises amounts receivable in the ordinary course of the business in respect of goods sold and services provided to third parties, excluding
Value Added Tax.
Turnover on long-term contracts is recognised according to the stage reached in the contract, assessed by comparing the contract costs incurred to date
with the estimated costs to complete. The turnover recognised includes an estimate of the profit attributable to work completed once the outcome of the
contract can be assessed with reasonable certainty. Where the turnover recognised exceeds the amounts billed to the customer, the excess is shown in
amounts recoverable on contracts within debtors. Where the amounts billed to the customer exceed the turnover recognised, and contract stage
payments included in work-in-progress, the excess is shown in payments in advance within creditors. 
Financial instruments 
The Group uses forward foreign exchange contracts to manage exposure to foreign exchange. These instruments qualify for hedge accounting where the
underlying asset or liability has characteristics, which can be directly related to the instrument transacted. The gains and losses on foreign currency hedges
are not recognised until the hedged position matures. Gains and losses arising on hedging instruments, which are cancelled due to the early termination
of the underlying exposure, are taken to the profit and loss account immediately. 
Accounting Policies
20
Annual R eport 2003 Foreign currencies 
Trading profits or losses of overseas subsidiaries within the Group are translated into Sterling at the average rates ruling during the year. The balance sheets
of overseas subsidiaries are translated into Sterling at year-end exchange rates. Profits and losses arising from the repayment or restatement of foreign
currency borrowings used to finance foreign equity investments, and those resulting from restatement of overseas net assets, are identified as movements
on reserves. 
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction, or where forward foreign exchange contracts
have been arranged, at the contracted rates. Any exchange differences (including those arising from the normal course of trading) are dealt with through
the profit and loss account. 
Leases 
The cost of assets held under finance leases is included under tangible assets, and depreciation is provided in accordance with the Group’s accounting
policy for the class of assets concerned or over the lease term if shorter. The interest cost is charged to profit and loss account over the term of the lease
on the basis of the capital element outstanding. The capital element of future lease payments is included in creditors. 
The cost of operating leases is charged to the profit and loss account on a straight-line basis over the life of the lease. 
Provisions 
Provision for liabilities are made where the business has a constructive or legal obligation arising from a past event. Provisions are discounted to the extent
that the time value of money has a material effect on the amount required to settle the obligation. 
Tangible fixed assets 
Tangible fixed assets are stated at cost or valuation less depreciation charged at the following annual rates:
Leasehold properties over the term of the lease
Plant, equipment and vehicles 10% to 33% 
Impairment of fixed assets 
The carrying values of fixed assets are subject to review at periodic intervals and after any events or changes in circumstances that might indicate that the
carrying amounts are higher than the recoverable amount. Impairment is determined by comparison of the carrying values with their recoverable amount,
being the higher of the net realisable value and value in use. Impairment charges are recognised in the profit and loss account. 
Pensions and post retirement benefits 
During the period covered by these financial statements, some of the Group’s employees were members of the Brunel Holdings plc pension scheme 
which covered all the Group’s UK based subsidiaries and which is of the defined benefit type, with the assets held in a separate trustee-administered fund.
The scheme was funded by contributions, partly from the employers and partly from the employees, at rates determined by independent actuaries. 
The Group is unable to identify its share of the underlying assets and liabilities in the scheme, and ceased to make contributions to it from 13 June 2003.
The contributions paid by the Group are therefore accounted for as if the scheme were a defined contribution scheme, with contributions being charged
to profit and loss as they become payable. 
Contributions made by the Group to the Group’s defined contribution schemes and to individual pension plans of employees are charged to the profit and
loss account as incurred.
Research and development 
Development expenditure relating to clearly defined projects, where the outcome of these projects is assessed as being reasonably certain as regards
economic viability and technical feasibility, is capitalised and amortised over the period expected to benefit from the project. 
Other development expenditure and expenditure on pure and applied research is written off as incurred. 
Stock, work-in-progress and long-term contracts 
Stock, work-in-progress and finished goods are stated at the lower of cost, including production overheads, and net realisable value. The amount of long-
term contracts, at costs incurred, net of amounts transferred to cost of sales, after deducting contract stage payments. Payment on account not matched
with turnover, is included in work-in-progress. Provisions are made for losses incurred or expected to be incurred on contracts not yet completed at the
year-end. 
Deferred tax 
Provision is made for deferred tax on all material timing differences. Deferred tax assets are recognised where their recovery is considered more likely than
not. Deferred tax assets and liabilities have not been discounted. 
Accounting Policies
Dickinson Legg GROUP PLC
21 1 Segmental reporting
Operating profit/(loss) Operating profit/(loss) Net assets/
By business segment: Turnover before exceptional items after exceptional items (liabilities)
2003 2002 2003 2002 2003 2002 2003 2002
£000 £000 £000 £000 £000 £000 £000 £000
Tobacco processing machinery
Group 37,623 45,417 3,176 6,874 2,836 6,287 5,876 6,564
Joint venture 529 1,101 129 73 129 73 485 323
Air drying equipment 11,562 8,739 430 1 430 1 (208) 180
Other activities – – (521) (181) (815) (181) (485) 33
–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Continuing operations 49,714 55,257 3,214 6,767 2,580 6,180 5,668 7,100
–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Group 49,185 54,156 3,085 6,694 2,451 6,107 5,183 6,777
Joint venture 529 1,101 129 73 129 73 485 323
–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
49,714 55,257 3,214 6,767 2,580 6,180 5,668 7,100
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Net debt – external (400) (3,684)
–––––––– ––––––––
5,268 3,416
–––––––– ––––––––
Other activities are predominantly head office costs. In 2002 the head office costs of the former holding company were recharged to its subsidiary
companies and so are reflected in the results of the trading business segments.
Operating profit/(loss) Operating profit/(loss) Net assets/
Geographical (by origin): Turnover before exceptional items after exceptional items (liabilities)
2003 2002 2003 2002 2003 2002 2003 2002
£000 £000 £000 £000 £000 £000 £000 £000
United Kingdom (trading activities) 47,395 50,721 3,249 6,321 2,909 5,734 5,304 6,148
United Kingdom (other activities) – – (521) (181) (815) (181) (485) 33
United States of America 1,790 3,435 357 554 357 554 364 596
Rest of the World 529 1,101 129 73 129 73 485 323
–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
49,714 55,257 3,214 6,767 2,580 6,180 5,668 7,100
–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Group 49,185 54,156 3,085 6,694 2,451 6,107 5,183 6,777
Joint venture 529 1,101 129 73 129 73 485 323
–––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
49,714 55,257 3,214 6,767 2,580 6,180 5,668 7,100
–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––
Net debt – external (400) (3,684)
–––––––– ––––––––
5,268 3,416
–––––––– ––––––––
Turnover
Geographical (by destination): 2003 2002
£000 £000
United Kingdom 2,912 4,654
United States of America 4,547 5,661
Europe 16,090 7,314
Rest of the World 26,165 37,628
–––––––– ––––––––
Continuing operations 49,714 55,257
–––––––– ––––––––
Group 49,185 54,156
Joint venture 529 1,101
–––––––– ––––––––
49,714 55,257
–––––––– ––––––––
Notes to the Financial Statements
22
Annual R eport 2003 2 Exceptional items
2003 2002
Notes £000 £000
Group demerger and formation costs i (232) –
Restructuring costs ii (340) –
Pensions advice iii (62) –
Write off development costs – (587)
––––––––––– –––––––––––
Exceptional items within operating profit (634) (587)
Group demerger and formation costs i (144) –
––––––––––– –––––––––––
Total exceptional items (778) (587)
––––––––––– –––––––––––
i Included in these sums are the costs borne by the Group for listing on AIM. The costs included in arriving at operating profit represent a recharge
from the former parent company, Brunel Holdings plc, for the management time expended in negotiating the demerger.
The costs included after operating profit include only the direct costs related to the admission of the Company on AIM which include advisors
and print costs.
ii These costs relate to redundancy programmes within the tobacco processing equipment business (not related to the demerger).
iii These costs relate to the selection and start up costs of the Group's defined contribution pension scheme (refer to note 21 ).
3 Profit/(loss) on ordinary activities before taxation 
Profit/(loss) on ordinary activities before taxation is stated after charging/(crediting):
2003 2002
£000 £000
Amortisation of intangible assets (note 10) 227 226
Depreciation of tangible assets (note 11) 402 393
Research and development expenditure: – normal 277 307
– exceptional (note 2) – 587
Operating lease rentals:
– hire of plant and machinery 207 266
– other 847 747
Auditor's remuneration 53 35
Non-audit fees paid to auditors 9 –
–––––––––– ––––––––––
Included in auditor's remuneration is an amount of £20,000 (2002 : £nil) for the audit of Dickinson Legg Group plc.
Non-audit fees paid to auditors by Brunel Holdings plc during the year ended 30 June 2003 in relation to the admission of the Company on AIM were
£201,000.
4 Interest and similar items
2003 2002
£000 £000
Interest receivable and similar income:      Group 3 110
Share of joint venture 21 13
–––––––––– ––––––––––
Interest receivable and similar income 24 123
–––––––––– ––––––––––
Interest payable on bank loans and overdrafts (227) (477)
Interest payable on finance leases (8) (25)
Other interest (1) –
–––––––––– ––––––––––
Interest payable and similar charges (236) (502)
–––––––––– ––––––––––
Notes to the Financial Statements
Dickinson Legg GROUP PLC
23 5 Employees
2003 2002
No. No.
Average number of employees during the year :
Continuing operations:  manufacturing 196 212
administration 109 111
–––––––––– ––––––––––
305 323
–––––––––– ––––––––––
Staff costs during the year amounted to : £000 £000
Wages and salaries 8,459 8,582
Social security costs 675 697
Other pension costs 857 522
–––––––––– ––––––––––
9,991 9,801
–––––––––– ––––––––––
6 Emoluments of directors
2003 2002
£000 £000
Aggregate emoluments 359 153
Contributions to defined contribution pension schemes 6 –
–––––––––– ––––––––––
365 153
–––––––––– ––––––––––
The number of Directors accruing retirement benefits under defined contribution schemes is 2 (2002: nil)
Details of the remuneration of all of the Directors are shown in the Remuneration Committee Report on page 11.
The remuneration shown above and on page 11 comprises the remuneration of the Directors of Dickinson Legg Group plc since demerger and the
remuneration of these Directors who were also directors of Brunel Holdings plc prior to the demerger (which was paid by Brunel Holdings plc).
7 Taxation
2003 2002
£000 £000
UK Corporation tax at 30% 579 902
Foreign tax 95 98
ACT written back (356) (600)
Deferred taxation 2 94
–––––––––– ––––––––––
320 494
–––––––––– ––––––––––
The tax charge relates to the following:
Dickinson Legg Group 248 453
Joint venture 72 41
–––––––––– ––––––––––
320 494
–––––––––– ––––––––––
Notes to the Financial Statements
24
Annual R eport 2003 7 Taxation (continued)
2003 2002
£000 £000
Analysis of charge in period
Current tax:
United Kingdom Corporation tax at 30% 579 1,197
ACT set off – (295)
–––––––––– ––––––––––
579 902
Foreign tax:
Overseas subsidiaries 23 57
Share of joint venture 72 41
–––––––––– ––––––––––
Total current tax 674 1,000
–––––––––– ––––––––––
ACT written back (356) (600)
Deferred tax:
Origination and reversal of timing differences: United Kingdom 2 47
Prior year adjustments – 47
–––––––––– ––––––––––
Total deferred tax 2 94
–––––––––– ––––––––––
Tax on profit on ordinary activities 320 494
–––––––––– ––––––––––
Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of corporation tax
in the UK (30 per cent). The differences are explained below:
2003 2002
£000 £000
Profit on ordinary activities before tax 2,224 5,801
–––––––––– ––––––––––
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% 667 1,740
Effect of:
Disallowable expenses 157 39
Capital allowances for the period in excess of depreciation (7) (26)
Other short term timing differences (2) (21)
Merger & other costs 40 (10)
Losses brought forward (108) (27)
Group relief – (332)
Overseas taxes 27 98
Write back of ACT recognised – (295)
Overseas profits covered by brought forward losses (100) (166)
–––––––––– ––––––––––
Current tax charge for the year 674 1,000
–––––––––– ––––––––––
Dickinson Legg Group has the following trading losses brought forward and unrecognised ACT 
which may reduce current tax charges in future years.
2003 2002
£000 £000
Estimated value of trading losses (at standard rate of 30%) 24 132
Unrecognised ACT 118 474
–––––––––– ––––––––––
142 606
–––––––––– ––––––––––
Notes to the Financial Statements
Dickinson Legg GROUP PLC
25 8 Dividends 
2003 2002
£000 £000
Dividends prior to demerger:
Amounts paid to former holding company, Brunel Holdings plc, in the period prior to the demerger, 
and therefore do not represent dividends paid by Dickinson Legg Group plc.
The dividend was settled as follows:
– waived intercompany loans 12,739 –
– cash payment 1,679 289
–––––––––– ––––––––––
14,418 289
Dividends following demerger:
Ordinary shares:
Final proposed (to be paid on 1 July 2004) at 1.5 pence per share 545 –
–––––––––– ––––––––––
14,963 289
–––––––––– ––––––––––
9 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary
shares in issue. For the period prior to the admission of Dickinson Legg Group plc on AIM, the weighted average number of shares used in the
calculation is the number of shares in issue at Admission.
Total Total 
2003 2002
Weighted Earnings Weighted Earnings
average per average per
Earnings shares share Earnings shares share
£000 Number (’000s) (pence) £000 Number (000s) (pence)
Basic earnings per share 1,904 36,355 5.2 5,307 36,355 14.6
Add: Dilutive effect of share options – 162 – –––
––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
Diluted earnings per share 1,904 36,517 5.2 5,307 36,355 14.6
Add: Exceptional costs 778 – 2.1 587 – 1.6
Less: Tax effect of the exceptional costs (190) – (0.5) –––
––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
Adjusted diluted earnings per share 2,492 36,517 6.8 5,894 36,355 16.2
––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
10 Intangible fixed assets
Goodwill
Group £000
Cost
At 1 July 2002 4,548
Exchange adjustments (22)
–––––––––––
At 30 June 2003 4,526
–––––––––––
Amortisation 
At 1 July 2002 773
Charge for the year 227
Exchange adjustments (3)
–––––––––––
At 30 June 2003 997
–––––––––––
Net book value at 30 June 2003 3,529
–––––––––––
Net book value at 30 June 2002 3,775
–––––––––––
Notes to the Financial Statements
26
Annual R eport 2003 11 Tangible fixed assets
Land & Plant, equipment & vehicles Total
buildings owned leased
Group £000 £000 £000 £000
Cost or valuation 
At 1 July 2002 244 3,432 1,767 5,443
Additions – 158 – 158
Exchange adjustments – (10) – (10)
Disposals – (16) – (16)
–––––––––– –––––––––– –––––––––– ––––––––––
At 30 June 2003 244 3,564 1,767 5,575
–––––––––– –––––––––– –––––––––– ––––––––––
Depreciation 
At 1 July 2002 64 2,568 1,434 4,066
Charge for the year 24 278 100 402
Exchange adjustments – (9) – (9)
Disposals – (16) – (16)
–––––––––– –––––––––– –––––––––– ––––––––––
At 30 June 2003 88 2,821 1,534 4,443
–––––––––– –––––––––– –––––––––– ––––––––––
Net book value as at 30 June 2003 156 743 233 1,132
–––––––––– –––––––––– –––––––––– ––––––––––
Net book value as at 30 June 2002 180 864 333 1,377
–––––––––– –––––––––– –––––––––– ––––––––––
All of the Group's land and buildings are short leasehold and none have been revalued.
The plant and equipment of Spooner Industries Limited were revalued on 29 February 1992 on the basis of the open market value for existing use.
Under the transitional provisions of FRS15 "Tangible Fixed Assets" the Directors have opted not to continue to revalue these items and they are carried
at the last valuation which was performed in 1992.
Group
2003 2002
£000 £000
The cost or valuation of owned plant & equipment is analysed as follows:
At valuation 248 264
At cost 3,316 3,168
–––––––––– ––––––––––
3,564 3,432
–––––––––– ––––––––––
If all owned plant & equipment were stated on the historical cost basis, the amounts would be:
Cost to the Group 3,874 3,752
Accumulated depreciation (3,131) (2,888)
–––––––––– ––––––––––
743 864
–––––––––– ––––––––––
Notes to the Financial Statements
Dickinson Legg GROUP PLC
27 12 Investments
Group Interest in 
joint venture
£000
At 1 July 2002 323
Group share of operating profit for the year – on sales to third parties 129
– on sales to Dickinson Legg Limited 164
Group share of interest received 21
Group share of taxation (72)
Dividend received (85)
Exchange movement 5
–––––––––––
As at 30 June 2003 (50% of net assets) 485
–––––––––––
The Group has a 50% investment in Dickinson Fowler Limited, a company incorporated in India which manufactures tobacco processing equipment. 
Dickinson Fowler Limited sold equipment to Dickinson Legg Limited for £1,157,000 during the year.
Company
Shares in 
Group
Undertakings
£000
At 1 July 2002 –
Investment in Legg Limited 24,500
–––––––––––
As at 30 June 2003 24,500
–––––––––––
As described in the Basis of Preparation note on page 20, the Company acquired the entire issued share capital of Legg Limited on demerger from
Brunel Holdings plc.
13 Stocks
Group
2003 2002
£000 £000
Raw materials and consumables 191 262
Work in progress 1,662 1,524
Finished goods and goods for resale 762 817
–––––––––– ––––––––––
2,615 2,603
Contract stage payments (1,275) (627)
–––––––––– ––––––––––
1,340 1,976
–––––––––– ––––––––––
There is no material difference between replacement cost and the book value of stocks.
Notes to the Financial Statements
28
Annual R eport 2003 14 Debtors
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Amounts falling due within one year:
Trade debtors 9,270 6,078 – –
Amounts recoverable on contracts 4,294 4,030 – –
Amounts owed by group undertakings – – 255 –
ACT recoverable 574 600 – –
Deferred taxation 246 248 – –
Other debtors 2,958 3,573 – –
Prepayments and accrued income 465 280 81 –
–––––––––– –––––––––– –––––––––– ––––––––––
17,807 14,809 336 –
–––––––––– –––––––––– –––––––––– ––––––––––
Amounts falling due after one year:
Other debtors – 1,402 – –
–––––––––– –––––––––– –––––––––– ––––––––––
– 1,402 – –
–––––––––– –––––––––– –––––––––– ––––––––––
Total 17,807 16,211
–––––––––– ––––––––––
15 Creditors
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Amounts falling due within one year:
Bank overdrafts 670 2,792 – –
Loan notes – 883 – –
Payments received on account 3,285 2,868 – –
Trade creditors 7,616 7,503 – –
Amounts due to group undertakings – – 163 –
Amounts due to joint ventures – 135 –
Corporation tax 108 312 – –
Other taxation and social security payable 252 253 – –
Obligations under finance leases 13 99 – –
Other creditors 2,366 2,056 – –
Accruals and deferred income 3,033 2,112 116 –
–––––––––– –––––––––– –––––––––– ––––––––––
17,343 19,013 279 –
–––––––––– –––––––––– –––––––––– ––––––––––
Amounts falling due after more than one year:
Obligations under finance leases (1–2 years) – 13 – –
Proposed dividend 545 – 545
–––––––––– –––––––––– –––––––––– ––––––––––
545 13 545 –
–––––––––– –––––––––– –––––––––– ––––––––––
Details of the terms and security offered by the Group in respect of borrowings are set out in note 19.
Notes to the Financial Statements
Dickinson Legg GROUP PLC
29 16 Provisions for liabilities and charges
Group Warranty
provision
£000
As at 1 July 2002 1,323
Created in period 864
Utilised (207)
Released (560)
––––––––––
At 30 June 2003 1,420
––––––––––
Based on prior periods' experience the warranty provisions are established on an individual contract basis to cover potential costs that may arise in
the warranty period for machinery supplied.
Deferred tax (asset) 2003 2002
£000 £000
Capital allowances in excess of depreciation (44) (165)
Other timing differences (163) (53)
Other (39) (30)
–––––––––– ––––––––––
(246) (248)
–––––––––– ––––––––––
The deferred tax asset is disclosed within debtors: Deferred
taxation
£000
As at 1 July 2002 (248)
Utilised 2
––––––––––
At 30 June 2003 (246)
––––––––––
The Group has a number of management expenses and trading losses which may, in certain circumstances, be available to offset against profit made
by the Group in the future. The estimated value of the unrecognised deferred tax asset at a standard rate of 30% is £142,000 (2002: £606,000).
Within this potential asset is ACT of £118,000 (2002: £474,000). 
17 Share capital
2003 2002
£000 £000
Authorised:
100,000,000 ordinary shares of 20p each 20,000 –
–––––––––– ––––––––––
Allotted, issued and fully paid:
36,354,913 ordinary shares of 20p each 7,271 –
–––––––––– ––––––––––
The Company was incorporated with an authorised share capital of £100,000 divided into 100,000 ordinary shares of £1 each, two of which 
were issued to the subscribers to the Company's memorandum of association, nil paid and the remainder unissued. On 30 September 2002 each
£1 ordinary share (both issued and authorised but not issued) was sub-divided into five ordinary shares of 20 pence each.
On 16 December 2002, 36,354,913 ordinary shares of 20 pence each were allotted and listed on AIM. The shares were issued to the shareholders
of Brunel Holdings plc on a one for one basis.
Share options
The Company operates an Enterprise Management Incentive share option scheme whereby, from time to time, options can be granted to key
employees. On 14 March 2003 options over 1,627,200 ordinary shares were granted with an exercise price of 27.25 pence. The options are
exercisable between 2006 and 2013 provided that certain performance criteria have been satisfied.
Share price
The mid market price of the ordinary shares was 30p at 30 June 2003. During the period following demerger, the share price reached a high of 41.25p
and a low of 26.50p.
Notes to the Financial Statements
30
Annual R eport 2003 18 Reconciliation of movement in shareholders' funds
Called up Merger Other Profit & loss Owner’s net Total
share capital reserves reserves account investment
£000 £000 £000 £000 £000 £000
Group
As at 1 July 2002 –––– 3,416 3,416
Retained loss before demerger –––– (14,480) (14,480)
Funding flows with Brunel Holdings –––– 12,739 12,739
Currency translation differences 
pre–demerger –––– (41) (41)
Transfer on demerger 7,271 45,234 40,204 (88,867) (1,634) 2,208
Retained profit after demerger ––– 1,421 – 1,421
Transfer to profit & loss account –– (708) 708 ––
Currency translation differences 
since demerger ––– 5 – 5
––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
As at 30 June 2003 7,271 45,234 39,496 (86,733) – 5,268
––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
The merger reserve arises in part on the acquisition of Dickinson Legg Limited, Spooner Industries Limited, Thomas Robinson Group Limited and
Brunel America Inc. by Legg Limited during April 2002 and also on the acquisition of Legg Limited by Dickinson Legg Group plc in December 2002.
Called up Merger Other Profit & loss Total
share capital reserves reserves account
£000 £000 £000 £000 £000
Company
As at 1 July 2002 –––– –
Issue of shares 7,271 ––– 7,271
Arising on demerger – 17,085 708 – 17,793
Transfer to profit & loss account –– (708) 708 –
(Loss) retained for the year ––– (359) (359)
––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
As at 30 June 2003 7,271 17,085 – 349 24,705
––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––
The Company has taken advantage of s.230 of the Companies Act 1985 not to present the Company's own profit and loss account. The loss
attributable to shareholders of the Company for the period from incorporation of the Company was £359,000.
19 Financial instruments
The principal financing and treasury exposures faced by the Group relate to working capital management and the financing of tangible fixed assets
and the management of interest rate positions.
The Group's functional and reporting currency is Sterling, and it therefore faces currency exposures on the translation of the results of foreign
subsidiaries and on the retranslation of their net assets from year to year. It is the Group's policy not to hedge its profit translation and its net
investment exposures as these are an accounting rather than a cash exposure and these subsidiaries are not significant in the context of the 
Group as a whole.
The Group's strategy to manage foreign exchange exposures is to be risk averse and as such contract and trading transactions in non-local
currencies are hedged as soon as they are reasonably certain as to timing and amount, using forward currency contracts.
The Group borrows at both fixed and floating rates of interest. Interest rate hedging derivatives are regularly considered by the Board but are not
currently used nor were they used during the year.
The Group also has financial instruments in the form of short term debtors and creditors which arise in the normal course of business. Short term
debtors and creditors have been excluded from the disclosures which follow, other than the currency risk disclosure.
Notes to the Financial Statements
Dickinson Legg GROUP PLC
31 19 Financial instruments (continued)
The detailed risk management policies are set out in the following notes.
a) Summary of Borrowings
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
Financial assets
Cash at bank 283 103 693 –
–––––––––– –––––––––– –––––––––– ––––––––––
Financial liabilities
Bank overdrafts 670 2,792 – –
Loan notes – 883 – –
Finance lease obligations 13 112 – –
–––––––––– –––––––––– –––––––––– ––––––––––
683 3,787 – –
–––––––––– –––––––––– –––––––––– ––––––––––
The bank overdrafts of £670,000 (2002: £2,792,000) are secured by a fixed and floating charge. At the year end the Group had undrawn banking
facilities of £7,246,000. The facilities are repayable on demand and are subject to an annual review.
The loan note was a variable rate, redeemable, guaranteed loan note which was redeemed on 24 September 2002.
b) Maturity of financial liabilities
The maturity profile of the Group's financial liabilities at 30 June 2003 was as follows:
2003 
Debt Loan notes Finance leases Total
£000 £000 £000 £000
Analysis of repayments:
Repayable within one year 670 – 13 683
–––––––––– –––––––––– –––––––––– ––––––––––
670 – 13 683
–––––––––– –––––––––– –––––––––– ––––––––––
2002
Debt Loan notes Finance leases Total
£000 £000 £000 £000
Analysis of repayments:
Repayable within one year 2,792 883 99 3,774
Between one and two years –– 13 13
–––––––––– –––––––––– –––––––––– ––––––––––
2,792 883 112 3,787
–––––––––– –––––––––– –––––––––– ––––––––––
c) Interest rate and currency profile of financial assets and liabilities
Group
2003 2002
£000 £000
Assets held as part of the financing arrangements of the Group:
Sterling – 14
Sterling – Off-set of bank accounts within the Group’s UK banking facility (985) –
US Dollar 297 89
Canadian Dollar 285 –
Euro 686 –
––––––––––– –––––––––––
283 103
––––––––––– –––––––––––
All amounts are held in current accounts for the purposes of day to day trading and are at floating rates of interest.
Notes to the Financial Statements
32
Annual R eport 2003 19 Financial instruments (continued)
c) Interest rate and currency profile of financial assets and liabilities (continued)
Group
2003 2002
£000 £000
Liabilities held as part of the financing arrangements of the Group:
Sterling 1,668 3,675
US Dollar – 112
Off-set of bank accounts within the Group’s UK banking facility (985) –
––––––––––– –––––––––––
683 3,787
––––––––––– –––––––––––
Floating rate financial liabilities 670 3,675
Fixed rate financial liabilities 13 112
––––––––––– –––––––––––
683 3,787
––––––––––– –––––––––––
Fixed rate financial liabilities:
Weighted average interest rate 8.2% 14.2%
Weighted average period for which rate is fixed 0.25 years 1.1 years
The floating rate financial liabilities comprise bank overdrafts which bear interest at rates related to base rate.
d) Currency profile of net monetary assets and liabilities
Net monetary assets and liabilities of Group companies that are not denominated in their functional currency are hedged using forward contracts,
wherever practical. Hence there are no material exchange gains and losses that give rise to credits or charges to the profit and loss account.
e) Fair value of financial assets and liabilities
The following table provides a comparison by category of the carrying amounts and the fair values of the Group's financial assets and financial liabilities
at 30 June 2003 and 2002. Fair value is the amount at which the financial instrument could be exchanged in an arm's length transaction between
informed and willing parties (other than a forced or liquidated sale) and excludes accrued interest. Fair values of the Group's short term borrowings
and cash at bank are equivalent to their book values.
The fair value of short term borrowings and cash approximates to the carrying amount because of the short maturity of these instruments. The long
term borrowings' fair value approximates to the carrying value because of the low value of fixed rate borrowings and the short average period for
which the rate is fixed.
The fair value of the forward currency contracts is based on the closing spot price at 30 June 2003 and 2002.
2003 2002
Book value Fair value Book value Fair value
£000 £000 £000 £000
Financial assets:
Cash at bank 283 283 103 103
–––––––––– –––––––––– –––––––––– ––––––––––
Financial liabilities:
Short term borrowings 683 683 3,774 3,774
Long term borrowings –– 13 13
–––––––––– –––––––––– –––––––––– ––––––––––
683 683 3,787 3,787
–––––––––– –––––––––– –––––––––– ––––––––––
Derivative financial instruments
Forward currency contracts – (53) – 629
–––––––––– –––––––––– –––––––––– ––––––––––
– (53) – 629
–––––––––– –––––––––– –––––––––– ––––––––––
Notes to the Financial Statements
Dickinson Legg GROUP PLC
33 19 Financial instruments (continued)
f) Hedging currency exposures
As explained in the financial review on page 6, the Group uses derivative financial instruments to manage certain currency exposures. Changes in
the value of instruments used as hedges are not recognised in the financial statements until the hedged position matures.
The analysis of these unrecognised gains and losses are as follows:
All the gains and losses on the hedging instruments are expected to be matched by losses and gains on the hedged positions.
Gains Losses Total net
gains/(losses)
£000 £000 £000
Unrecognised gains and losses on hedges:
At 1 July 2002: 670 (41) 629
of which recognised in the year (670) 41 (629)
–––––––––– –––––––––– ––––––––––
–––
Arising and not recognised in the year 386 (439) (53)
–––––––––– –––––––––– ––––––––––
At 30 June 2003 386 (439) (53)
–––––––––– –––––––––– ––––––––––
Of which:
Gains and losses expected to be recognised during the year ended 30 June 2004 369 (439) (70)
Gains and losses expected to be recognised during the year ended 30 June 2005 or later 17 – 17
–––––––––– –––––––––– ––––––––––
386 (439) (53)
–––––––––– –––––––––– ––––––––––
20 Commitments
Group Company
2003 2002 2003 2002
£000 £000 £000 £000
(a) Capital commitments contracted for 5 34 – –
–––––––––– –––––––––– –––––––––– ––––––––––
Group Company
Land and Land and
(b) Operating leases buildings Others buildings Others
£000 £000 £000 £000
Annual commitments at 30 June 2003:
Expiring within one year – 28 ––
Expiring in the second to fifth years 42 117 ––
Expiring after more than five years 787 31 ––
–––––––––– –––––––––– –––––––––– ––––––––––
829 176 ––
–––––––––– –––––––––– –––––––––– ––––––––––
Annual commitments at 30 June 2002:
Expiring within one year – 14 ––
Expiring in the second to fifth years 44 115 ––
Expiring after more than five years 787 23 ––
–––––––––– –––––––––– –––––––––– ––––––––––
831 152 ––
–––––––––– –––––––––– –––––––––– ––––––––––
Notes to the Financial Statements
34
Annual R eport 2003 21 Pension scheme
As part of the demerger agreement with Brunel Holdings plc, the employees of Dickinson Legg Limited and Spooner Industries Limited who were 
in the Brunel Holdings group defined benefit pension scheme continued to participate in that scheme until 13 June 2003.
Dickinson Legg Ltd and Spooner Industries Limited made contributions to Brunel Holdings plc at 16.4% (2002: 9.2%) of pensionable pay up until 
13 June 2003.
The aggregate contributions in the period to 13 June 2003 were £817,000 ( Year ended 30 June 2002: £516,000). These contributions have been
accounted for as if the scheme were a defined contribution scheme, as the companies are unable to identify their share of the underlying assets
and liabilities in the defined benefit scheme. Subsequent to 13 June 2003 Dickinson Legg Limited and Spooner Industries Limited obligations to
make the contributions ceased.
From 14 June 2003 Dickinson Legg Group plc has successfully established defined contribution pension schemes for the eligible employees of its
UK based companies.
The contribution rate paid by the companies to the schemes is 10.3%. Contributions in the period from 14 June to 30 June 2003 amounted 
to £33,000.
In addition to the amounts shown above, £7,000 (2002: £6,000) was paid to the personal pension plans of the employees of overseas subsidiaries.
22 Contingent liabilities
The Group have the following contingent liabilities which have not been provided in the balance sheet since no actual liability is expected to arise:
(i) Bonds and Guarantees
The Group had at 30 June 2003 outstanding bank and insurance guarantees in respect of advance payments, performance and other bonds
totalling £4,784,000 (2002: £4,309,000). The Company had at 30 June 2003 outstanding guarantees in respect of bonds totalling £nil 
(2002: £nil).
(ii) Subsidiary company borrowings
At 30 June 2003, the Company had provided guarantees covering subsidiary company bank indebtedness. The value of this indebtedness was
£1,365,000 (2002: £nil).
23 Related party transactions
Postern Executive Group Limited is a related party as Mr T. J. Swete, a non–executive director of Dickinson Legg Group plc, is also a director of
that company. During the year £5,000 (2002: £nil) was paid to Postern Executive Group Limited in respect of the services provided by Mr T. J. Swete
in his capacity as non-executive director.
During the year Dickinson Legg Limited purchased equipment from Dickinson Fowler Limited, a joint venture, to the value of £1,157,000.
24 Principal subsidiary undertakings
At 30 June 2003 the Company held directly or indirectly 100% (unless otherwise shown) of the issued ordinary share capital of the following major
subsidiaries, all of which (unless otherwise shown) were incorporated, registered and operate in England and Wales. Directly owned subsidiaries are
marked by an asterisk.
Legg Limited *; intermediate holding company
Dickinson Legg Limited; design, manufacture and installation of processing equipment for the tobacco industry
Dickinson Legg Inc; USA; supplier of spare parts to the tobacco industry
Spooner Industries Limited; design, manufacture and installation of air drying and associated equipment for various industries
Spooner Industries Inc; USA; sale of air drying equipment
Notes to the Financial Statements
Dickinson Legg GROUP PLC
35 Notice is hereby given
That the first Annual General Meeting of Dickinson Legg Group plc will be held on 25 November 2003 at the Winchester Moat House Hotel, Worthy
Lane, Winchester, SO23 7AB at 11.00 am for the following purposes:
Ordinary Business
1 To receive and adopt the report of the Directors and the audited financial statements for the year ended 30 June 2003.
2 To approve the final dividend of 1.5 pence per Ordinary share, payable on 1 July 2004.
3 To re-elect Mr B B Stevenson as a Director.
4 To re-elect Mr T M Mackie as a Director.
5 To re-elect Mr D G Heath as a Director.
6 To re-elect Mr T S Swete as a Director.
7 To re-elect Mr R G Davis as a Director.
8 To re-appoint PricewaterhouseCoopers LLP as auditors and to authorize the Directors to fix their remuneration.
Special Business
To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:
9 That the directors be and they are hereby generally and unconditionally authorised to act in accordance with section 80 of the Companies Act
1985 (“the Act”) to exercise any power of the Company to allot relevant securities (within the meaning of the said section 80) up to an aggregate
nominal amount of £2,749,100.80, provided that such authority shall expire at the conclusion of the Annual General Meeting of the Company
to be held in 2004 and the directors may during that period make offers or arrangements which could or might require the allotment of
securities after the expiry of such period, and all previous authorities under section 80, Companies Act 1985 shall henceforth cease to 
have effect.
To consider and, if thought fit, pass the following two resolutions as Special Resolutions:
10 That the directors be and they are hereby empowered to allot equity securities (as defined for the purposes of section 95 of the Companies
Act 1985 (“the Act”)) for cash pursuant to the authority conferred by Resolution 9 set out in the Notice of the Meeting at which this resolution
is to be proposed as if section 89(1) of the Act did not apply in respect of:
(a) the allotment of equity securities in connection with issues to holders of ordinary shares of 20p each in the Company (“Ordinary Shares”)
where the equity securities respectively attributable to the interest of such holders are proportionate (as nearly as may be practicable)
to the respective numbers of Ordinary Shares held by them, but subject to such exclusions or other arrangements as the directors may
deem necessary or expedient to deal with any fractional entitlements or any legal or practical problems under the laws of, or the
requirements of any regulatory body or any stock exchange in, any territory; and
(b) the allotment of equity securities for cash (other than pursuant to sub-paragraph (a) above) having a nominal value of up to £363,549.
such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2004 but so that this authority shall allow
the Company to make offers or agreements before the expiry of this authority which would or might require relevant securities to be allotted
after such expiry.
Notice of Meeting
36
Annual R eport 2003 11 That, in accordance with its articles of association and the Companies Act 1985 (“the Act”), the Company is generally and unconditionally
authorised to make market purchases (within the meaning of section 163 of the Act)  of ordinary shares of 20p each in the Company (“Ordinary
Shares”) on such terms and in such manner as the directors may from time to time determine provided that:
(a) the maximum number of Ordinary Shares that may be purchased pursuant to this authority is 3,635,491;
(b) the maximum price which may be paid for an Ordinary Share purchased pursuant to this authority is an amount equal to 105 per cent.
of the average of the middle market quotation of the Ordinary Shares as derived from the AIM Appendix to the Daily Official List for the
five business days immediately preceding the day on which that share is purchased and the minimum price which may be paid is 
20p per Ordinary Share (in each case exclusive of expenses and advance corporation tax (if any) payable by the Company); and
(c) this authority will expire on the conclusion of the Annual General Meeting of the Company to be held in 2004 unless renewed before
that time, but the Company may make a contract to purchase its Ordinary shares under this authority before its expiry which will or may
be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such
contract.
By Order of the Board
D. G. Heath
Company Secretary
20 October 2003
Moorside Road, Winchester, Hampshire SO23 7SS
Notes
1 Only holders of Ordinary Shares are entitled to attend (or be represented) and vote at this Meeting. A member entitled to attend and vote is
entitled to appoint a proxy or proxies to attend and, on poll, vote instead of him. A proxy need not be a member.
2 To be valid, a form appointing a proxy must be lodged at the offices of the Company’s Registrars (Computershare Investor Services plc, 
PO Box 1075, The Pavilions, Bridgewater Road, Bristol BS99 3FA) not later than 48 hours before the time appointed for holding the Meeting.
3 The following will be available for inspection at the registered office of the Company during business hours on any weekday (Saturday and
Public holidays excluded) from the date of this notice to the date of the Annual General Meeting and at the place of the Annual General Meeting
from 10.45 am until its conclusion:
(a) The Register of Directors’ Shareholdings.
(b) A copy of the Directors’ service contracts with the Company or any of its subsidiaries other than those expiring or determinable by the
employing company without compensation within one year.
4 Further explanation, of the business to be conducted at the Annual General Meeting, can be found in the pack of information sent to
shareholders, with this document in October 2003.
Notice of Meeting
Dickinson Legg GROUP PLC
37 Moorside Road,
Winchester,
Hampshire SO23 7SS
Tel. 01962-841788