Annual Report 2003
Human Capital and 
Recruitment Solutions Contents
01 Headlines
02 Chairman’s Statement
06 Chief Executive’s Report 
08 Financial Review
10 Board of Directors
12 Directors’ Report
16 Remuneration Report
19 Independent Auditors’ Report
20 Consolidated Profit & Loss Account
21 Balance Sheets
22 Consolidated Cash Flow Statement
23 Statement of Group Total Recognised 
Gains & Losses
23 Reconciliation of Movements in Group 
Shareholders’ Funds
24 Notes to the Financial Statements
37 Five Year Financial Record
38 Notice of Annual General Meeting
40 Key Financial Dates
MSB International is a leading provider of
human capital solutions,offering a broad and
flexible range of recruitment services. 1
Headlines
MSB International Plc Annual Report 2003
Profit before exceptional item and taxation of breakeven (2002: £3.0 million)
Turnover £84 million (2002: £146 million)
Loss before taxation £0.4 million (2002: £1.9 million profit)
Proposed final dividend of 1.4p - total dividend for the year 2.1p (2002: 2.8p)
Operating cash inflow £11 million (2002: £8.3 million)
Core business re-engineered
Continued investment in new recruitment markets
Board and senior management changes 2
Chairman’s Statement
Paul Davies
Non-executive Chairman
The past year has been one full of challenges
for MSB and it is a reflection on the quality of
its management and staff that the Company
continues to be a leading provider of human
capital solutions.
inflow of £11 million (2002: £8.3 million) resulted in a net cash
balance of £6.2 million (2002: £3.4 million net borrowings).
The Board is recommending a final dividend of 1.4p (2002:
1.4p), bringing the total dividend for the year to 2.1p 
(2002: 2.8p).
Management and Organisation
There have been a number of changes to the Board in 
the period.
In August John Bateman stood down as Chief Executive
and Andrew Zielinski was promoted to the post after four
years as Finance Director. As a result of this, Douglas
Adshead-Grant was appointed Finance Director in November,
joining us from the Frozen Food division of Albert Fisher
Group plc where he was the interim Finance Director. 
In October, Charles G Toner stood down as senior Non-
executive after three years’ loyal service.
The Board would like to register their thanks to both John
and Charles for their commitment and guidance during
what was a time of exceptional change for MSB.
This was a year of considerable change for MSB. Market
conditions continued to be extremely difficult with demand
for our traditional services declining. Increased focus on
internal controls and strict financial management has re-
aligned our cost base to reflect reduced levels of revenue
and has considerably improved our cash position.
Several changes at both main Board and operational level
have resulted in a substantially new management team
prepared to respond to the challenges and opportunities
which now present themselves.
This team continues to develop the existing business and
has commenced investigation into strategic initiatives
aimed at enabling the Company to respond to the new
circumstances which it, along with the rest of the industry,
now faces.
Results and Dividend
Turnover for the year was £84 million (2002: £146 million) with
profit before taxation and exceptional item at breakeven
(2002: £3 million profit). Basic loss per share before
exceptional item was 0.16p (2002: 10.4p profit) and after
exceptional item 2.32p (2002: 6.4p profit). Operating cash 3
Also in November, and following the resignation of John
Bateman as Executive Chairman, the Board invited me to
join them as Non-executive Chairman to oversee the
changes in strategy and business focus which would be
needed for the next phase of MSB’s development. 
At the beginning of the year MSB concentrated primarily on
the provision of IT and telecommunications contractors
which historically had been a key driver in the business
model. In response to declining activity in this traditional
market, the Company instigated a sector-focused sales
structure supported by a technical skills-based resourcing
division.
In parallel to this restructuring programme, several new
self-funding initiatives were launched in the second half
including MSB Finance (a division specialising in delivering
finance, banking and accounts personnel) and MSB Sales
(a division providing permanent sales personnel to the IT
and related sectors). Both divisions were founded around
the recruitment of individuals with a proven track record in
their respective sectors and, although in their infancy, both
are showing solid potential.
MSB People
The past year has been one full of challenges within MSB
and it is a reflection on the quality of both its management
MSB International Plc Annual Report 2003 4
Chairman’s Statement continued
and staff that the Company has continued to maintain its
position as a leading provider of human capital solutions.
We have retained and secured many new customers by
demonstrating continued commitment to both clients and
candidates in the professional manner which has become
expected of them. The Board would like to express their
thanks and appreciation to them all.
Current Trading and Prospects
The IT staffing sector has proven itself over many years to
be a barometer of the health of the IT market in general.
When industries invest in latest technologies to support
growth in their own businesses so demand for IT skills
increases and the sector prospers. Similarly, when companies
respond to tougher conditions so they seek to reduce costs
and IT investment is frequently an early casualty.
Following the massive IT spends during the late 1990’s
most sectors have steadily reduced IT budgets to match
tougher economic conditions in their own markets. Most of
the IT industry has suffered the effects of this downturn
and MSB, along with its peers in IT skills resourcing, has
been no exception.
The challenge we face in MSB at present, therefore, is to
balance the need for cost reductions in line with reduced 5
revenues, whilst retaining the capacity to respond to and
seek out growth opportunities. Overly aggressive cost
control may well maximise short term earnings but would
undoubtedly restrict our ability to benefit from any upturn in
the IT investment cycle, thereby damaging our longer term
prospects. 
Recent stringent cost cutting and re-organising exercises
have been aimed at achieving this balance. Overheads are
now more appropriate for current trading conditions but we
have retained some capacity to support a strategy of
widening our service offerings. We are also mindful that at
times such as these, opportunities can present themselves
for consolidation and whilst currently we are not involved in
any such activity, we will consider any suitable acquisition
prospect which could enhance shareholder value.
Trading in the first two months has been in line with
management’s expectations and whilst market conditions
continue to be tough, the Board believes that the
necessary actions have been taken for a return to positive
earnings and remains confident in the long-term prospects
for the Company.
Nicholas Parker
After 12 years of service on the Board of MSB, Nicholas
Parker will be resigning from his current role as Non-
executive Director at the announcement of the interim
results, having completed two consecutive periods in this
position since flotation. With the appointment of a new
Chairman, Chief Executive and Finance Director, Mr Parker
believes that a new stability has been reached within the
Company and wishes to facilitate the ongoing restructuring
of the Board, having been a member of the team who has
overseen the Company develop into a secure and strong
business. He will be retaining his position as a significant
shareholder, understanding that the results of recent
management actions will reap significant benefits within the
coming years. He will also remain available to the Board for
advice and consultation, as required.
MSB International Plc Annual Report 2003 6
Chief Executive’s Report
MSB has focused on enhancing core business
activities and launching new recruitment market
initiatives, during challenging market conditions.
Andrew M Zielinski
Chief Executive
before tax and exceptional items has been achieved in line
with market expectations.
Decisive expense reductions were made and tight cost
control measures over discretionary spend introduced.
Restructuring led to a downsizing in the support
departments and also affected a number of senior sales
and non-sales management positions. Surplus office space
has been re-let at our head office in Bromley and vigilant
cost management and efficient credit management have
resulted in significant cash generation. Strong cash
management generated an inflow of £11 million which was
utilised in the repayment of a £5 million fixed term loan,
leaving net cash balances of £6.2 million compared to net
borrowings of £3.4 million last year. As a result, we finish
this financial year with a long-term debt free, solid 
balance sheet.
Market Overview
It is impossible to disguise the fact that the markets in
which we have been operating have been unforgiving.
Pockets of demand exist for specialist skills which
command premium rates and our increased focus on client
relationships enables us to capitalise on this. However, in
Having held the position of Finance Director for nearly four
years, I was pleased to have been appointed Chief Executive
Officer by the Board in August 2002.
When announcing the interim results on 1st October 2002,
I stated that for the remaining part of the financial year we
needed to establish a period of stability, focus on our
strengths, support the core IT recruitment business and
invest in new recruitment services.
Since then, I can report that we have made real progress.
Both the Operating Board and management team have
been strengthened; the remaining element in the restructuring
programme to streamline the organisational structure has
been concluded; and we have diversified into two new
recruitment sectors, Finance and Sales. 
Finally, I very much welcome the appointment of Paul
Davies as Non-executive Chairman, who brings with him a
wealth of IT services industry experience and contacts.
Results and Performance
Despite very challenging market conditions resulting in a
42% decline in revenues year on year, a breakeven result 7
MSB International Plc Annual Report 2003
the overall marketplace, lower demand for recruitment
services has seen continued pressure being exercised on
chargeable rates and margins have consequently suffered.
The excess supply of contractor labour over job demand
continues to soften the market.
Traditional and Core Business
During the year, the Company successfully concluded the
programme to re-engineer its traditional IT core sales
model. At the same time, the Resource Delivery Division
was established as a separate operating unit to continue to
exploit MSB’s traditional strengths in technical skills
resourcing. Adopting a sector focused sales model ensures
that we build long-term client relationships.
New Initiatives
The Company has acted swiftly in reducing the risk
associated with its dependency on the IT recruitment sector
and responded through the introduction of new initiatives.
Firstly, new recruitment services through a low risk and low
cost organic route were established. In August, two new
divisions were opened: MSB Finance was launched to
recruit qualified accountants across a range of sectors; and
MSB Sales was formed to recruit sales executives. Today,
both new recruitment divisions have teams of highly
experienced and skilled recruiters, based at the Bromley
Head Office, Central London, Manchester and Windsor.
Although the new divisions are operating in intensely
competitive markets, they are performing well.
Secondly, to complement the recruitment services, the
Company has introduced other products and services
including, AudIT and HR Express. These services and
products are specifically designed to address clients’
needs in human capital management over and above the
provision of labour.
Restructuring
Whilst we have reduced our cost base to reflect declining
revenues, we have retained sufficient resource to invest in
new business initiatives and support future growth. The
headcount reduction during the year was principally in the
back office and administrative areas.
The restructuring programme was implemented to
maximise our focus on sales activities and was uppermost
in our planning. Inevitably, some sales personnel decided
to leave as a result of the restructuring in the first half but
since then we have attracted new and experienced sales
professionals and we continue to invest in this area.
Business Development
The marketplace in which the Company operates is
constantly changing in what is currently a very sensitive
economic climate and, as a result, we are regularly
monitoring and updating the Company strategy.  Following
a recently concluded strategic review, the Company will
retain its focus on the maintenance and development of
the IT recruitment business; continued examination of
additional recruitment sectors to broaden its base
(reducing further risks associated with its historical
exposure to IT); and expand related recruitment services
beyond the provision of labour.
In conclusion, I believe this indicates the broad range of
organic and potential corporate growth opportunities
available to MSB, ensuring that the Company is well
positioned with the right management team and model to
move the Company forward. Financial Review
8
11.6 1999
Profit before tax and exceptionals (£m)
6.5 2000
3.8 2001
3.0 2002
0 2003
The Group responded to the difficult market conditions by making
appropriate adjustments to its cost base, in light of the reduced
levels of revenue. Focus on working capital enabled the Group to
achieve a net operating cash inflow of £11 million.
191.3 1999
184.9 2000
157.8 2001
146.0 2002
84.1 2003
Turnover (£m)
the yearly weighted average of 20,501,979. The earnings
per share computation excludes 985,000 shares: the
average number of shares held and not vested by the
Group’s Employee Benefit Trust during the year.
Taxation
The taxation charge is £32,000 on profit before taxation
and exceptional item at breakeven. This primarily reflects
an adjustment arising from prior years and disallowable
losses from overseas subsidiaries, offset by the movement
on deferred tax. There is no tax impact in respect of the
exceptional item.
Cash flow
There has been a determined and focused drive to
maximise cash generation. This has resulted in a cash inflow
of £11 million (2002: £8.3 million) arising from operating
activities and an overall increase in cash flow of £4.6 million
(2002: £5.6 million). Capital expenditure for the year was
£0.1 million (2002: £0.6 million) and the total dividends paid
during the year totalled £0.4 million (2002: £1.1 million).
Working capital
There has been a continued focus during the year on the
Operating results
Despite a significant decline in revenue, tight financial cost
control has enabled the Group to report an operating profit
of £143,000 (2002: £2,423,000).
Turnover for the year was £84.1 million against £146.0 million
last year, with results before tax and exceptional item, at
breakeven (2002: £3.0 million profit). 
The Group generated a gross profit of £12.8 million (2002:
£24.3 million) in a highly competitive and demanding
market, with average margins at 15.2% (2002: 16.6%).
Exceptional Item
The exceptional item relates to amounts written off
investments (£0.4 million). Further details are set out in
Note 6, page 28.
Earnings per share
The adjusted loss/earnings per share before exceptional
item was (0.16p), compared to 10.4p in the previous year.
The basic and diluted (loss) per share after exceptional
item was 2.32p (2002: 6.4p profit). The total number of
shares in issue was 20,501,979 at 31 January 2003, with 9
MSB International Plc Annual Report 2003
39.9 1999
Earnings/(loss) per share before exceptionals (p)
24.9 2000
12.1 2001
10.4 2002
(0.16) 2003
12.5 1999
Dividends per share (p)
12.5 2000
6.3 2001
2.8 2002
2.1 2003
management of working capital. Investment of surplus cash
on short-term deposit generated interest income of £98,000.
The year also saw a significant reduction in total trade debt,
which decreased by over £11 million (61%), to £7.5 million
at 31 January 2003 from £19.2 million at 31 January 2002.
Borrowings
The term loan of £5 million was repaid in September 2002,
leaving the Balance Sheet free from long-term debt at 31
January 2003. There was a positive net cash position of £6.2
million at the year-end, comprising of £0.9 million of debt
relating to overdraft facilities and £7.1 million cash in bank.
Treasury
The Group finances its operations through invoice
discounting, bank borrowings, retained profits and working
capital balances such as trade debtors and creditors. No
other financial instruments are used. In the absence of any
long-term debt and with the Group’s positive cash position,
the Directors consider that the levels of interest rate and
exchange rate risk are acceptable.
Douglas B Adshead-Grant
Finance Director Board of Directors
10
Andrew M Zielinski
Chief Executive
Peter J Browne
Sales and Marketing Director
Douglas B Adshead-Grant
Finance Director 
and Company Secretary
Andrew was appointed Chief Executive
Officer in August 2002. A qualified
Chartered Accountant, he joined MSB
and was appointed to the Board as
Finance Director in September 1998.
Andrew was formerly Finance Director
of United Newspapers Plc, the
publishing subsidiary of United News
and Media Plc. Prior to this he held
senior financial positions with Ladbrokes
Group Plc and was Group Finance
Director of Hunterprint Group Plc.
Peter joined MSB as a salesman in
1987, and was promoted to Sales
Manager in 1994. In March 1995 he
joined the Board as Sales Director
responsible for the day-to-day sales
performance of the Company. In
September 1998 Peter took on a new
role as Marketing Director and was
appointed Sales and Marketing
Director in March 2000.
Douglas qualified as a Chartered
Accountant with Price Waterhouse in
1994. He subsequently spent 6 years
in the FMCG sector, working for
Procter & Gamble and United Biscuits,
before moving into the service sector
as European Finance Director of the
Specialist Communications division of
WPP Plc. Prior to joining MSB in
November 2002, Douglas was Interim
Finance Director of the Frozen Food
division of Albert Fisher Group Plc. 11
Paul Davies
Non-executive Chairman
and Chaiman of the Remuneration
Committee
Robert H Gunlack
Non-executive Director and 
Chairman of the Audit Committee
Nicholas J A Parker
Non-executive Director
Paul was appointed Non-executive
Chairman in November 2002. Until
September 1999, Paul was Chief
Executive of Parity Plc, one of the
leading names in the UK recruitment
and IT services sectors, which he
joined in 1993. Before this he was
Managing Director of Easams Ltd.,
GEC's IT company, and previously ran
the systems integration business of
SD-Scicon Plc. He has also been on
the board of Microgen Plc since 1999,
where he is currently Non-executive
Deputy Chairman.
Robert joined Price Waterhouse as a
Chartered Accountant in 1970 and
became a Partner in 1979. He joined
MSB as a Non-executive Director in
February 1996. In addition, he was
Chairman of Capital Bars Plc from
1993-2002 and is currently a director
of Clintons Cards Plc, International
Diagnostics Plc and a number of
private companies.
Nicholas was involved in the
restructuring of MSB in 1991.
Between 1977 and 1992 he founded
and operated a group of construction
industry service companies.
Subsequently, in 1993, he formed
Worldwide Water Technologies Ltd.,
which is involved in the distribution of
an industrial system of water
purification. In 1996 he acquired
RCMS Ltd., an IT Consultancy and, in
1997, TC Design Ltd., a firm of
automotive interior design engineers.
MSB International Plc Annual Report 2003 Directors’ Report
12
Robert H Gunlack retires by rotation in accordance with the
Article of Association and is seeking re-election at the
forthcoming Annual General Meeting.
Charles G Toner resigned as a Non-executive Director on 31
October 2002.
The listing of present Directors is given on pages 10 and 11.
Substantial Shareholdings
In accordance with Part VI of the Companies Act 1985, the
Board has been advised of the following shareholdings
(excluding Directors) which are 3% or greater as at 
27 March 2003.
Investor Number of ordinary shares Percentage
Unicorn Asset Management 4,444,350 21.7%
Peter P Flaherty 2,846,853 13.9%
Volksbanken – AG 1,265,000 6.2%
MSB Incentive Scheme Trustee Ltd 985,000 4.8%
Employees
The Group endorses and supports the principles of equal
opportunities and always fully considers applications by
disabled persons. The policy in respect of staff who become
disabled when employed is to train and assist them wherever
practicable to continue within the Group. It is the policy of
the Group to consider individuals on their merit and to make
employment decisions on a non-discriminatory basis in
compliance with its legal obligations.
All employees, at every level, are encouraged to develop
their skills and qualifications. A variety of internal and
external courses are available to employees. A process of
continual improvement operates within the Group whereby
all levels of staff take the opportunity to meet Directors and
senior executives and discuss issues that affect them and
ways in which the service to clients can be enhanced. This
has allowed the Group to focus on what is important 
to clients.
Suppliers’ Payment Policy
It is the Company’s and Group’s policy to pay its suppliers
in accordance with the terms and conditions of business
agreed in each case. The overwhelming majority of
payments to suppliers are in respect of contractors for
whom payments are made weekly, upon receipt of a
timesheet authorised by our clients. The average number of
days credit taken from suppliers for the Company is 6 days
(2002: 8 days).
The Directors present their Annual Report and the Audited
Financial Statements for the year ended 31 January 2003.
Principal Activity
The principal activity of the Group is the provision of
recruiting, staffing and related services.
Results
The Group made a profit before tax and exceptional item
for the year of £1,000 (2002: £3,003,000). After provision for
tax of £32,000 (2002: £646,000), exceptional item of
£422,000 (2002: £1,114,000) and dividends paid and proposed
of £410,000 (2002: £546,000), retained loss for the financial
year amounted to £863,000 (2002: £697,000 profit) and has
been transferred to reserves. Further information on the
performance of the Group and its future prospects can be
found in the Chairman’s Statement, the Chief Executive’s
Report and the Financial Review on pages 2 to 9.
Exceptional Item
The exceptional item relates to amounts provided against
investment in MSB shares (£0.4 million). Further details are
set out in Note 6, page 28. 
Dividends
An interim dividend of 0.7p (2002: 1.4p) was paid on 31
October 2002. The Directors propose a final dividend of
1.4p (2002: 1.4p) making a total of 2.1p per share for the
year (2002: 2.8p).
Directors
John A Bateman was Chairman and Chief Executive until
20 August 2002, when he resigned as Chief Executive. He
continued as Non-executive Chairman until 31 October
2002, when he resigned from the Board.
Andrew M Zielinski was Group Finance Director until he
was appointed Chief Executive on 20 August 2002.
Douglas B Adshead-Grant was appointed to the Board on
4 November 2002 as Finance Director and Company
Secretary. 
Paul Davies was appointed to the Board as Non-executive
Chairman on 28 November 2002.
Douglas B Adshead-Grant and Paul Davies both retire in
accordance with the Articles of Association and are
seeking election at the forthcoming Annual General
Meeting. MSB International Plc Annual Report 2003
13
Charitable and Political Donations
There were no charitable or political donations made during
the year (2002: £10,043). 
European Monetary Union
The Group supplies approximately 90% of its personnel to
client sites in the UK with the remainder mostly to client sites
in other countries, within the rest of Europe.
European Monetary Union and the use of the Euro are
important issues, as the Group continues to develop and
expand its business further into Europe. It has developed,
and will continue to develop, its systems to meet any
associated trading requirements.
Auditors
Following the conversion of our auditors
PricewaterhouseCoopers to a Limited Liability Partnership
(LLP) from 1 January 2003, PricewaterhouseCoopers resigned
on 26 March 2003 and the directors appointed its successor,
PricewaterhouseCoopers LLP , as auditors. A resolution to
reappoint PricewaterhouseCoopers LLP as auditors to the
company will be proposed at the Annual General Meeting.
Corporate Governance
Compliance with the Combined Code
The Group is committed to applying the standards of
corporate governance and has complied with the principles
of the Combined Code throughout the year, except where
disclosed below. The Board is accountable to the
Company’s shareholders for good governance and this
statement describes how the relevant principles of
governance are applied to the Group.
The Board and its committees
At the year-end the Board consisted of three Executive
Directors and three Non-executive Directors, which the
Board considers to be a reasonable balance. For part of
the year the roles of Chairman and Chief Executive were
both held by John A Bateman. This was a transitional
situation which came to an end on 20 August 2002 when
Andrew M Zielinski was appointed Chief Executive. Of the
Non-executive Directors, Robert H Gunlack and Paul
Davies are considered to be independent.
Nicholas J A Parker is not considered to be an
independent Non-executive Director due to the level of his
shareholding in the Company. 
The Directors meet regularly throughout the year. The
Board sets the Groups’s policy on matters such as overall
strategy, financial performance, capital projects, investment
and financing decisions, budget approval and treasury and
risk management.
All Directors are equally accountable under the law for the
proper stewardship of the Company’s affairs. The Non-
executive Directors have a particular responsibility to
ensure that the strategies proposed by the Executive
Directors are fully discussed and critically examined, not
only to protect the long-term interests of shareholders, but
also to ensure that they take proper account of the
interests of employees, customers and suppliers.
Charles G Toner was the senior Non-executive Director until
his resignation from the Board on 31 October 2002. Since
that time the Board has not had a senior Non-executive
Director. The Board considers that the Non-executive
Directors fulfil a vital role in corporate accountability
through the review and challenge of executive policy and
decision-making. Certain responsibilities are delegated to
separate Board Committees. The remit and membership of
the relevant Board committees are set out below.
Where considered necessary, in pursuit of their duties, all
Directors may seek independent professional advice. Any
costs arising from this will be met by the Company.
The Remuneration Committee
The role of the Committee is to review the Group’s
Remuneration Policy so as to ensure that it is appropriate
to motivate and retain high quality employees and
Executive Directors.
For much of the year the members of the Remuneration
Committee were Charles G Toner, Robert H Gunlack and
Nicholas J A Parker. Between 31 October, when Charles G
Toner resigned from the Board and 28 November when Paul
Davies was appointed, the Remuneration Committee did not
comprise of three independent Non-executive Directors.
Although Nicholas J A Parker is not considered to be
independent, the Board is satisfied that the overall structure
of the Committee is such that independent decisions are
reached.
Remuneration of the Non-executive Directors is discussed
annually by the Executive Directors, and the levels are
based on market comparisons. Any recommendations are Directors’ Report continued
14
laid before the full Board. Contracts of service for the Non-
executive Directors have not been renewed every twelve
months as the Directors are of the opinion that this is not
necessary. All Directors are subject to re-election at least
every three years.
The Remuneration Report on pages 16 to 18 includes
details on remuneration policy and procedures, and on the
remuneration of the Directors.
Potential appointments to Executive Director are
interviewed by all Directors before the proposal is formally
made to the Board by the Chairman of the Committee.
Possible new Non-executive Directors are suggested by all
members of the Board to take into consideration the
requirement of the Group’s business and the need to have
a balanced Board. In appropriate cases recruitment
consultants are used to assist in the process. Possible
candidates are discussed with all Directors before any
approach is made to them.
Executive Directors are entitled to receive a bonus based
on the performance of the Group during the year. The
Remuneration Committee believes that the award of any
bonuses should be tied to the interest of shareholders and
that the principal measure of those interests is shareholder
value. It establishes the objectives, which must be met for
the bonus to be paid, which are dependent on the Group
achieving profit targets for the relevant year. There are no
annual bonuses to be paid to Executive Directors in respect
of the year ended 31 January 2003.
The Group also has a Share Option Scheme, details of
which are set out in the Remuneration Report.
The Audit Committee
Until 31 October 2002, the Audit Committee comprised of
Robert H Gunlack and Charles G Toner. Between the dates
of Charles G Toner resigning from the Board and Paul Davies
being appointed, Robert H Gunlack was the sole representative
of the Committee. However, no Audit Committee meetings
were scheduled to have taken place during this period.
Throughout the year, the Committee did not comprise of
three Non-executive Directors.
The Committee meets at least twice a year and receives
reports from the external auditors. It follows up outstanding
matters contained in those reports, where appropriate. The
Committee reviews the Company’s interim and annual
reports before they are submitted to the Board for approval
and monitors the extent of the Group’s compliance with the
recommendation of the Combined Code of Best Practice,
including the provisions of the Turnbull Report.
The Group monitors the effectiveness of the system of
internal controls by a process of completing quality and
operational audits. The Committee is satisfied that due to
the size of the Group, this function is currently adequately
performed by the Group’s Finance Department, although the
requirement for a separate internal audit function is under
regular review.
The Committee also recommends the appointment and
reviews the independence and fees of the external auditors.
Following the reorganisation of the Board during the latter
part of this year the Directors have considered the
composition of the Remuneration and Audit Committees and
believe these to be appropriate at this time.
Internal Control
As required by the Combined Code, during the year the
Directors have conducted a review of the effectiveness of the
Group’s system of internal financial and operating controls.
Based on this review, the Board is satisfied that the
provisions of the Turnbull Report have been fully complied
with at 31 January 2003.
The Directors acknowledge their ultimate responsibility for
ensuring that the Group has in place a comprehensive
system of controls, financial and otherwise, appropriate to
its business. Such controls are designed to give reasonable
assurance with respect to the:
• reliability of financial information used within the
business or for publication;
• maintenance of proper accounting records;
• safeguarding of assets against unauthorised use or
disposition;
• business being operated efficiently and effectively.
The Group’s internal control and monitoring procedures
include:
• clearly laid down systems and procedures, both
financial and operational, including maintenance of
good financial controls and the production of accurate
and timely financial management information; MSB International Plc Annual Report 2003
• the control of key financial risks through clearly laid
down authorisation levels and proper segregation of
accounting duties;
• detailed budgeting and reporting of trading results,
balance sheets and cashflows, with regular review by
management of variances from budgets.
The systems are designed to manage rather than eliminate
the risk of failure to achieve business objectives, and can
only provide reasonable and not absolute assurance
against material misstatement or loss. During the year, the
procedures necessary for identifying, evaluating and
managing the significant risks faced by the Group were
strengthened. Improvements include raising the profile of
risk management and control issues, documentation of
policies and procedures and review of disaster recovery
procedures.
The executive members of the Board have close day-to-
day contact with the business and are actively involved in
monitoring risks and the control activities. All of the Board
members receive copies of management and audit reports
and are involved in agreeing the actions that are required
to maintain the level of risk at an acceptable level.
Relations with Shareholders
The Directors encourage dialogue with Institutional
Shareholders and use the Annual General Meeting to
encourage participation by private investors. The Group
has regular contact with Institutional Shareholders where it
believes this to be in the interests of shareholders
generally.
Going Concern
The Directors, having made appropriate enquiries, are
satisfied that the Group has adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, they continue to adopt the going concern
basis in preparing the financial statements.
Directors’ Responsibilities
Company law requires the Directors to prepare financial
statements for each financial year, which give a true and
fair view of the state of affairs of the Company and of the
Group as at the end of the financial year and of the profit
or loss of the Group for the year. In preparing those
financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable
and prudent;
• follow applicable accounting standards, subject to any
material departures disclosed and explained in the
financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the financial statements.
The Directors are responsible for keeping proper
accounting records which disclose, with reasonable
accuracy at any time, the financial position of the Group
and to enable the Directors to ensure that the financial
statements comply with the Companies Act 1985. They are
also responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The Directors are also responsible for the maintenance and
integrity of the Group’s website, however, information
published on the internet is accessible in many different
countries where legislation governing the preparation and
dissemination of financial statements may differ from that
applicable in the United Kingdom.
By order of the Board
Douglas B Adshead-Grant
Company Secretary
1 April 2003
15 16
Remuneration Report
for the year ended 31 January 2003
Constitution of Remuneration Committee
The constitution of the Remuneration Committee is set out in the Directors’ Report.
Remuneration Policy
Levels of pay and benefits have been set which reflect the performance of the Group against pre-determined budgets, as
well as the individual contribution of each Director. Awards have taken into consideration both market and competitive
conditions. Salaries are set at a level believed to be one at which the Group will be able to continue to motivate and retain
its management. This policy is expected to remain unchanged.
There are three main elements of the remuneration package for Executive Directors and Senior Management:
• basic annual salary and benefits in kind;
• annual bonus payments based on meeting specific performance criteria;
• share option incentives based on meeting specific performance criteria.
The bonuses for Group Executive Directors’ are calculated on formulae which are determined each year by the Remuneration
Committee. The formulae measure the Group’s performance against specified targets relating to achievement of profit
objectives. No bonuses were paid to Executive Directors in relation to the year ended 31 January 2003.
The targeted composition of the Board’s remuneration is as follows:
Executive Directors 67% Non performance-related
33% Performance-related
Non-executive Directors 100% Non performance-related
All aspects of the Executive Directors’ packages are reviewed annually by the Remuneration Committee. During the year,
the Remuneration Committee consulted the Chief Executive about its proposals relating to the remuneration of Executive
Directors, other than his own. The Committee has access to professional advice where appropriate. 
The Share Option Scheme relating to the Directors, introduced at the time of the flotation in April 1996, seeks to link
individual reward with the longer-term success of the business. Options are awarded to Directors following an assessment
of individual performance and are based on a multiple of the Director’s salary for the year. It is the Group’s policy that no
Director or employee should hold options with exercisable value of more than four times salary. The right to exercise these
share options is subject to the requirement that the Group outperforms the FTSE index of quoted companies within the
Support Services sector, based on total shareholder return from the date of the grant of the option. In the event that a
Director resigns, any outstanding options that have not been exercised will lapse.
Q1
’98
Q2
’98
Q3
’98
Q4
’98
Q1
’99
Q2
’99
Q3
’99
Q4
’99
Q1
’00
Q2
’00
Q3
’00
Q4
’00
Q1
’01
Q2
’01
Q3
’01
Q4
’01
Q1
’02
Q2
’02
Q3
’02
Q4
’02
0
30
60
90
120
150
Total Shareholder Return ’98 - ’03
As required by recent DTI regulations on the disclosure of
directors’ remuneration, this performance graph shows the
five year total shareholder return performance of the
company, compared with the total shareholder return over
the same period for the FTSE Support Services price
index. This index is considered to be a broad representation
of MSB’s peer group within the industry sector.
• FTSE Support Services Price Index
• MSB International Plc
Source: Datastream - Rebased at 100 in 1998 MSB International Plc Annual Report 2003
17
Directors’ Service Contract
It is the Group’s policy that Executive Directors’ service contracts should be of no more than one year in duration, that they
should have notice periods of no more than one year and that there are no contractual termination payments. Robert H
Gunlack and Nicholas J A Parker are on one year, renewable contracts, with no notice periods. Paul Davies’ service
contract is for a three year term, with a one month notice period.
The details of the service contracts of those who served as Directors during the year are:
Contract Unexpired Notice Contractual
Date Term Period Termination 
Payments
A M Zielinski 01.09.98 No fixed term 1 Year N/A
P J Browne 01.03.95 No fixed term 1 Year N/A
D B Adshead-Grant 04.11.02 No fixed term 1 Year N/A
J A Bateman 
(1)
20.08.00 N/A N/A N/A
P Davies 27.11.02 34 months 1 Month N/A
R H Gunlack 08.02.96 3 months Immediate N/A
N J A Parker 07.09.91 4 months Immediate N/A
C G Toner
(2)
01.04.99 N/A N/A N/A
Directors’ Detailed Emoluments - this part is auditable information
Salary/ Benefits Total Total
fees Pension in kind 2003 2002
£000 £000 £000 £000 £000
Executive
J A Bateman (as Chairman)
(1)
38 - - 38 50
J A Bateman (as Chief Executive) 89 - 6 95 127
P J Browne 150 - 21 171 178
A M Zielinski (as Finance Director) 105 5 12 122 198
A M Zielinski (as Chief Executive) 89 4 9 102 -
D B Adshead-Grant 29 1 - 30 -
P P Flaherty (left 2 April 2001)
(3)
- - - - 262
Non-executive
R H Gunlack 25 - - 25 25
N J A Parker 28 - - 28 25
C G Toner (left 31 October 2002)
(2)
19 - - 19 25
P Davies 10 - - 10 -
Total emoluments 582 10 48 640 890
(1) J A Bateman resigned as Chief Executive on 20 August 2002, but continued in his capacity as Chairman until he resigned from the Board on 31 October 2002.
(2) C G Toner resigned on 31 October 2002 and consequently his contract was terminated.
(3) Included in the £262,000 paid to P P Flaherty in 2002 was £232,000 relating to compensation for loss of office.
Benefits in kind included the provision of a company car, and in J A Bateman’s case, payment of accommodation costs.
The Group operates a defined contribution pension scheme. No Director waived any entitlement to emoluments in respect
of the year ended 31 January 2003. Remuneration Report continued
for the year ended 31 January 2003
18
Interests in Share Options-this part is auditable information
The Group operates the MSB International Plc Executive Option Scheme (the Executive Scheme). It has two parts: Part A
designed for Inland Revenue approval and Part B an unapproved Share Option Scheme. Part A of the Executive Scheme
was approved by the Inland Revenue under Schedule 9 of the Income and Corporation Taxes Act 1988 on 17 July 1998.
The Executive Scheme was approved by shareholders at an Extraordinary General Meeting of the Company held on 16
January 1998. The Executive Scheme was then amended and approved by shareholders at an Extraordinary General
Meeting of the Company held on 19 November 1999.
An analysis of options over the Company’s shares, none of which have been exercised, held by Directors as at 31 January
2003 in the Executive Scheme is set out below:
Number of
Number of options Number of
options as granted options as Date from
at during the at 31 Jan Date which Expiry Exercise
1 Feb 2002 year 2003 of grant exercisable Date Price (p)
Name
A M Zielinski 101,694 - 101,694 23.10.98 23.10.01 22.10.08 295.0
50,000 - 50,000 02.05.00 02.05.03 01.05.10 111.0
25,000 - 25,000 27.07.01 27.07.04 26.07.11 91.83
176,694 - 176,694
No options were exercised during the year to 31 January 2003. No other Directors have been granted share options in the
shares of the Company. None of the terms and conditions of the share options have varied during the year. There have
been no departures from the Group’s policy on granting share options during the year. All options were granted in respect
of qualifying services and were granted at nil cost. The performance criteria for all the above share options were consistent
with the remuneration policy above. The market price of the Company’s shares at the end of the financial year was 50.5p
and the range of market prices during the year was between 82p and 25p. There were no gains made by any Director from
the exercise of share options during the year.
Interest in Shares
The Directors’ interests in shares are set out below:
31 January 2003 1 February 2002
Number of Shares Number of Shares
Executives
A M Zielinski 30,000 10,000
P J Browne 2,225,600 2,225,600
D B Adshead-Grant 20,000 -
Non-executives
P Davies 20,000 -
R H Gunlack 55,551 35,551
N J A Parker 1,053,951 1,148,951
All Directors’ interests are beneficially held. There have been no changes to Directors’ interests between 31 January 2003 
and the date of this report.
On behalf of the Board
Paul Davies, Chairman of the Remuneration Committee
1 April 2003 We have audited the financial statements which comprise the consolidated profit and loss account, the balance sheets, the consolidated cash flow
statement, statement of group total recognised gains and losses, reconciliation of movements in group shareholders’ funds and related notes,
which have been prepared under the historical cost convention and the accounting policies set out in the statement of accounting policies. We
have also audited the disclosures required by Part 3 of Schedule 7A to the Companies Act 1985 contained in the directors’ remuneration report
(“the auditable part”).
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable United Kingdom law and
accounting standards are set out in the statement of directors’ responsibilities. The Directors are also responsible for preparing the Directors’
Remuneration Report.
Our responsibility is to audit the financial statements and the auditable part of the directors’ remuneration report in accordance with relevant legal
and regulatory requirements and United Kingdom Auditing Standards issued by the Auditing Practices Board.  This report, including the opinion,
has been prepared for and only for the company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no
other purpose.  We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the
auditable part of the directors’ remuneration report have been properly prepared in accordance with the Companies Act 1985. We also report to
you if, in our opinion, the directors’ report is not consistent with the financial statements, if the company has not kept proper accounting records, if
we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’
remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements. The other information comprises only the directors’ report, the unaudited part
of the directors’ remuneration report, the chairman’s statement, the chief executive’s report, the financial review and other information for shareholders.
We review whether the corporate governance statement reflects the company’s compliance with the seven provisions of the Combined Code
specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider
whether the board’s statements on internal control cover all risks and controls, or to form an opinion on the effectiveness of the group’s corporate
governance procedures or its risk and control procedures. 
Basis of audit opinion
We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial statements and the auditable part of the directors’ remuneration report.
It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the financial statements and the auditable part of the directors’ remuneration report are
free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of affairs of the company and the group at 31 January 2003 and of the loss and
cash flows of the group as for the year then ended;
• the financial statements have been properly prepared in accordance with the Companies Act 1985; and
• those parts of the directors’ remuneration report required by Part 3 of Schedule 7A to the Companies Act 1985 have been properly prepared in
accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP 1 Embankment Place
Chartered Accountants and Registered Auditors London, WC2N 6RH
1 April 2003
MSB International Plc Annual Report 2003
19
Independent Auditors’ Report
to the members of MSB International Plc 20
Consolidated Profit and Loss Account
for the year ended 31 January 2003
Before
Exceptional Exceptional
Year ended Year ended Year ended Year ended
31 January 31 January 31 January 31 January
2003 2003 2003 2002*
Note £000 £000 £000 £000
Turnover 2 84,062 - 84,062 145,987
Cost of sales (71,252) - (71,252) (121,698)
Gross profit 12,810 - 12,810 24,289
Administration expenses (12,667) - (12,667) (21,866)
Operating profit 143 - 143 2,423
Amounts written off investment 6 - (422) (422) -
Net interest payable and similar charges 4 (142) - (142) (534)
(Loss)/profit on ordinary activities before taxation 5,6 1 (422) (421) 1,889
Taxation on profit on 
ordinary activities 7 (32) - (32) (646)
(Loss)/profit on ordinary activities after taxation (31) (422) (453) 1,243
Dividends 8 (410) - (410) (546)
Retained (loss)/profit (441) (422) (863) 697
Basic (loss)/earnings per share
Earnings per share (p) 9 (0.16p) (2.16p) (2.32p) 6.4
Diluted (loss)/earnings per share
Earnings per share (p) 9 (0.16p) (2.16p) (2.32p) 6.4
*The 2002 results include exceptional costs amounting to £1,114,000 before taxation and an associated tax credit of
£331,000.  Both basic and diluted earnings per share (before the exceptional item) were 10.4p with the effect of the
exceptional item being (4.0p).
All turnover and operating profit relates to continuing activities. 21
Balance Sheets
as at 31 January 2003 
Group Company
31 January 31 January 31 January 31 January
2003 2002 2003 2002
Note £000 £000 £000 £000
Fixed assets
Tangible fixed assets 10 540 1,111 527 1,089
Investments 11 497 919 509 931
1,037 2,030 1,036 2,020
Current assets
Debtors 12 11,588 23,627 12,995 24,764
Cash at bank and in hand 7,050 3,503 6,692 3,503
18,638 27,130 19,687 28,267
Creditors – amounts falling due within one year 14 (5,256) (13,785) (5,087) (14,076)
Net current assets 13,382 13,345 14,600 14,191
Total assets less current liabilities 14,419 15,375 15,636 16,211
Provisions for liabilities and charges 15 - (47) - (47)
Net assets 2 14,419 15,328 15,636 16,164
Capital and reserves
Called up share capital 16 1,025 1,025 1,025 1,025
Share premium account 18 1,263 1,263 1,263 1,263
Profit and loss account 18 12,131 13,040 13,348 13,876
Equity Shareholders’ funds 14,419 15,328 15,636 16,164
Approved and signed on behalf of the Board of Directors on 1 April 2003
Douglas B Adshead-Grant
Finance Director
MSB International Plc Annual Report 2003 22
Consolidated Cash Flow Statement
for the year ended 31 January 2003 
31 January 31 January
2003 2002
Note £000 £000
Net cash inflow from operating activities 20 10,955 8,330
Returns on investments and servicing of finance
Interest paid (380) (653)
Interest received 191 -
Net cash outflow from returns on investments and servicing of finance (189) (653)
Taxation paid (674) (410)
Capital expenditure and financial investment
Purchase of tangible fixed assets (99) (580)
Proceeds from sale of tangible fixed assets 25 38
Net cash outflow from capital expenditure and financial investment (74) (542)
Equity dividends paid to shareholders (410) (1,091)
Net cash inflow before management of liquid resources and financing 9,608 5,634
Financing
Repayment of term loan (5,000) -
Net cash inflow 21 4,608 5,634 23
Statement of Group Total Recognised 
Gains and Losses
for the year ended 31 January 2003
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
(Loss)/profit for the year (453) 1,243
Exchange movements in reserves (46) (19)
Total recognised gains and losses for the year (499) 1,224
Reconciliation of Movements in Group Shareholders’ Funds
for the year ended 31 January 2003
Year ended Year ended
31 January 31 January 
2003 2002
Note £000 £000
(Loss)/profit attributable to shareholders (453) 1,243
Dividends 8 (410) (546)
Retained (loss)/profit for the year (863) 697
Exchange movements in reserves (46) (19)
New share capital subscribed - 25
Net change in shareholders’ funds (909) 703
Shareholders’ funds at 1 February 2002 15,328 14,625
Shareholders’ funds at 31 January 2003 14,419 15,328
MSB International Plc Annual Report 2003 24
Notes to the Financial Statements
for the year ended 31 January 2003
1. Accounting Policies
Accounting Convention
The financial statements have been prepared under the historical cost convention and have been prepared in accordance
with applicable Accounting Standards. The principal accounting policies, which have been applied consistently, are
outlined below. In accordance with FRS 18, the Directors have reviewed the Group’s accounting policies and consider
them to be the most appropriate. 
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings,
and exclude all intra-Group transactions. The results and the net assets of the subsidiary undertakings acquired are
consolidated from the date of acquisition using the acquisition method of accounting. Unless specifically stated in the
notes to the accounts, all amounts presented relate to the consolidated results of the Group.
Tangible Fixed Assets and Depreciation
Tangible fixed assets are stated at cost, net of accumulated depreciation, as set out in note 10. Depreciation is provided in
order to write off the cost of tangible fixed assets, less estimated residual value, over their estimated useful lives at the
following rates:
Leasehold improvements 25% per annum of cost on a straight-line basis
Furniture, fittings and equipment 25% per annum of cost on a straight-line basis
Motor vehicles 25% per annum on a reducing balance basis
Software costs 50% per annum of cost on a straight-line basis
Investments
The value of investments in subsidiary undertakings is stated at historic cost less any provision for impairment. Other
investments are stated at historical cost less provision for any impairment.
Deferred Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance
sheet date, and where these transactions or events result in an obligation to pay more tax, or a right to pay less tax in the
future. Timing differences arise because the Group’s taxable profits and its results as stated in the financial statements are
not the same.
Deferred taxation assets are only recognised when the recoverability of those assets can be determined with a degree of
certainty.
Deferred taxation is measured at the average tax rates that are expected to apply in the periods in which the timing
differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted at the
balance sheet date. Deferred tax is measured on a non-discounted basis.
Foreign Currencies
Transactions in foreign currencies are translated into sterling at the rates ruling at the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates ruling at that
date. Translation differences thus arising are dealt with in the profit and loss account.
The financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance
sheet date. The exchange differences arising on re-translation of opening net assets is taken directly to reserves. 25
Leased Assets
Assets acquired under finance lease arrangements are capitalised and depreciated on a straight-line basis over the shorter
of the term of the lease and the economic life of the relevant asset. The interest element of the rental obligation is charged
to the profit and loss account over the period of the lease in proportion to the balance of the outstanding obligations.
Other leases are treated as operating leases and the rental charges are taken to the profit and loss account as incurred.
Turnover and Revenue Recognition
Turnover represents fees invoiced net of Value Added Tax, derived from the principal activity of the Group. Contract
revenue is recognised as work is carried out in the period in which a contract is in place. Where timesheets are not
received in time, an estimate is made as to the value of the work done. This estimate is based on the standard terms of
the contracts to which the outstanding timesheets relate. This estimate is then incorporated within turnover, with the
corresponding cost being recognised within cost of sales. Permanent placement fees are recognised in the period in
which the candidate commences in their new employment.
Financial Instruments
The Group’s financial instruments comprise: invoice discounting facility, overdrafts, loans, cash and liquid resources, trade
debtors and creditors. Financial assets and liabilities are recorded at historical cost. The main purpose of these financial
instruments is to provide finance for the Group’s operations. The Group has taken advantage of the exemption available
for short-term debtors and creditors.
The Group does not use derivative instruments as a matter of course and specific Board approval is required for the
Group to adopt the use of derivative instruments. On the basis that the potential benefits do not outweigh the associated
costs, the Group continues to adopt the policy that it does not trade in financial instruments and this has been applied
throughout the financial year. The main risks arising from the Group’s financial instruments are interest rate, liquidity and
foreign exchange risk. The Board reviews and agrees policies for managing each of these risks and these policies, which
have remained unchanged throughout the year, are summarised below:
i) The function of the Group treasury is to reduce or eliminate foreign exchange and financial risk, to ensure sufficient
liquidity is available to meet foreseeable requirements and to invest cash securely and profitably.
ii) The policy followed in managing credit risk minimises exposure with banks and other institutions. Transactions are
authorised only with the Group’s bankers and banks with which dealing mandates have been agreed.
iii) The Group uses a mixture of floating rate facilities and fixed rate asset finance agreements to manage the interest risk
on borrowings.
The Group does not undertake any formal hedging activities as the Directors are of the opinion that, as the quantum of
assets and liabilities held in foreign currencies are not sufficiently material, the likely additional benefits arising would not
outweigh the associated costs. Details of the interest rate risk profile of financial instruments are shown in Note 24.
Employee Share Ownership Plan (ESOP)
The “ESOP” is a separately administered discretionary trust for the benefit of employees, the assets of which comprise
shares in the Company. Consistent with the treatment outlined in UITF 13 “Accounting for ESOP trusts”, the material
assets, liabilities, income and costs of the ESOP are consolidated within these financial statements.
Related Party Transactions
The Group has taken advantage of the exception under FRS 8 “Related Party Disclosures” not to disclose transactions
between Group companies.
MSB International Plc Annual Report 2003 26
2. Segmental and Geographical Analysis
The Group’s turnover and (loss)/profit before taxation for the year ended 31 January 2003 and 31 January 2002 are generated
from one segment, the Group’s principal activity, but in different geographical markets as shown below.
(Loss)/
profit before Profit before Net Net
Turnover Turnover Taxation Taxation Assets Assets
2003 2002 2003 2002 2003 2002
£000 £000 £000 £000 £000 £000
Geographical analysis
United Kingdom 69,192 129,163 (128) 1,053 13,186 14,254
Rest of Europe 14,142 16,499 (366) 793 1,226 833
Rest of the World 728 325 73 43 7 241
84,062 145,987 (421) 1,889 14,419 15,328
Geographical analysis is based on the country in which the customer is located. It would not be materially different if
based on the country in which the order is received.
3. Employees
Employee costs during the year, including Directors’ remuneration, were as follows:
Year ended Year ended
31 January 31 January 
2003 2002
£000 £000
Wages and salaries 8,462 13,403
Compensation for loss of office - 232
Social security costs 821 1,492
Pension costs 37 40
9,320 15,167
The average number of people employed during the year was as follows:
Number Number
Sales 124 219
Administration (including Directors) 74 111
198 330
Details of Directors’ Remuneration are found in the Remuneration Report, Pages 16-18.
Notes to the Financial Statements continued
for the year ended 31 January 2003 27
4. Net Interest Payable and Similar Charges
On borrowings repayable within five years:
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
Interest payable
Bank 21 23
Invoice discounting 25 118
Term loan 261 393
Other interest 26 -
333 534
Interest receivable
Bank (98) -
Invoice discounting (93) -
(191) -
142 534
5. (Loss)/profit on Ordinary Activities before Taxation
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
(Loss)/profit on ordinary activities before taxation is stated after charging/(crediting):
Rentals under operating leases:
Rent payable - land and buildings 753 730
Other operating leases - plant and machinery 52 125
Depreciation
Owned assets 651 706
Profit on sale of tangible fixed assets (6) (2)
Auditors’ remuneration (Group and Company):
Audit 53 53
Non-audit 33 45
Invoice discounting service charges 25 38
Exchange differences (125) (5)
The Company has taken advantage of section 230 of the Companies Act 1985 and consequently has not presented a
profit and loss account for the Company alone. Unless specifically stated the notes to the accounts refer to the results of
the Group. The loss after tax and before dividends of the Company for the year ended 31 January 2003 is £118,000 (2002:
£1,585,000 profit).
MSB International Plc Annual Report 2003 28
6. Exceptional Items
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
Amounts written off investment 422 -
Reorganisation costs (Note 15) - 1,114
422 1,114
The exceptional charge of £422,000 relates to amounts provided against the carrying value of MSB International Plc shares
held by the MSB Incentive Scheme Trustee Limited.
The prior year exceptional charge of £1,114,000 related to costs in respect of P P Flaherty (£256,000 comprising
compensation for loss of office and related legal fees), following his departure from the Group in April 2001, together with
redundancy costs arising from the restructuring of the business during last year (£858,000).
7. Taxation
The taxation charge is made up as follows:
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
United Kingdom Corporation Tax at 30% (2002: 30%) 134 1,216
Taxation relief on exceptional item - (331)
Adjustment in respect of prior years 76 (223)
Current tax charge 210 662
Deferred taxation (178) (16)
32 646
The current tax charge for the year is higher (2002: higher) than the standard rate of corporation tax in the UK (30%). The
differences are explained below:
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
(Loss)/profit before taxation multiplied by standard UK corporation tax rate (126) 567
Prior year differences 76 (223)
Timing differences (12) (16)
Permanent differences 177 59
Losses from overseas subsidiaries 95 253
Other movements - 22
Current tax charge 210 662
Notes to the Financial Statements continued
for the year ended 31 January 2003 29
8. Dividends
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
Equity – Ordinary
Interim paid 0.7p (2002: 1.4p) per share 137 273
Final proposed 1.4p (2002: 1.4p) per share 273 273
410 546
Dividends for the year amounting to £20,685 (2002: £27,580) in respect of the Company’s shares held by the MSB
Incentive Scheme Trust (Note 11) have been deducted in arriving at the aggregate of dividends paid and proposed.
9. Earnings Per Share
Earnings per share (EPS) has been calculated in accordance with Financial Reporting Standard 14, Earnings Per Share. A
reconciliation of the earnings and weighted average number of shares used in the calculations are shown below.
2003 2002
Weighted Weighted
Average Average
no. of no. of
shares Earnings shares Earnings
Earnings in issue per share Earnings in issue per share
£000 000’s (p) £000 000’s (p)
Basic EPS
Earnings per share (before exceptional item) (31) 19,517 (0.16p) 2,026 19,512 10.4
Adjusted for exceptional item (422) - (2.16p) (783) - (4.0)
Earnings per share (after exceptional item) (453) 19,517 (2.32p) 1,243 19,512 6.4
Effect of Dilutive Securities
Options --- ---
Diluted EPS
Earnings per share (before exceptional item) (31) 19,517 (0.16p) 2,026 19,512 10.4
Adjusted for exceptional item (422) - (2.16p) (783) - (4.0)
Earnings per share (after exceptional item) (453) 19,517 (2.32p) 1,243 19,512 6.4
Shares held by the MSB Incentive Scheme Trust Limited are excluded from the calculation of the weighted average
number of shares in issue during the year. Details of unexercised options are given in note 17 to the financial statements.
The amounts relating to EPS before exceptional items have been disclosed as it is the Directors’ opinion that this more
fairly represents the ongoing performance of the Group.
MSB International Plc Annual Report 2003 30
10. Tangible Fixed Assets
Group
Furniture,
Leasehold Motor fittings & Software
improvements vehicles equipment costs Total
£000 £000 £000 £000 £000
Cost
At 1 February 2002 509 53 2,605 505 3,672
Additions 60 16 18 5 99
Disposals - (21) (152) - (173)
At 31 January 2003 569 48 2,471 510 3,598
Depreciation
At 1 February 2002 431 5 1,845 280 2,561
Charge for the year 65 15 426 145 651
Disposals - (3) (151) - (154)
At 31 January 2003 496 17 2,120 425 3,058
Net Book Value
At 31 January 2003 73 31 351 85 540
At 31 January 2002 78 48 760 225 1,111
Company
Furniture,
Leasehold Motor fittings & Software
improvements vehicles equipment costs Total
£000 £000 £000 £000 £000
Cost
At 1 February 2002 509 53 2,580 503 3,645
Additions 60 16 18 5 99
Disposals - (21) (147) - (168)
At 31 January 2003 569 48 2,451 508 3,576
Depreciation
At 1 February 2002 431 5 1,841 279 2,556
Charge for the year 65 15 418 145 643
Disposals - (3) (147) - (150)
At 31 January 2003 496 17 2,112 424 3,049
Net Book Value
At 31 January 2003 73 31 339 84 527
At 31 January 2002 78 48 739 224 1,089
The net book value of fixed assets for the Group and Company includes £nil (2002: £nil) in respect of assets held under
finance leases and hire purchase agreements.
Notes to the Financial Statements continued
for the year ended 31 January 2003 31
11. Investments
Group Company
31 January 31 January 31 January 31 January
2003 2002 2003 2002
£000 £000 £000 £000
Fixed asset investments
Investments in subsidiary undertakings - - 12 12
Interests in own shares (5p ordinary) 497 919 497 919
497 919 509 931
Investments in Group undertakings are stated at historic cost. A list of the subsidiary undertakings, which are all wholly
owned by the Company and the Group at 31 January 2003, and have traded during the year is set out below:
Place of Registration Principal Activity
MSB Consulting Services Limited England & Wales Management and Technology Consultants
MSB International Limited Ireland Human Resources Services
MSB International B.V. Netherlands Human Resources Services
MSB International GmbH Germany Human Resources Services
Interests in own shares represents 985,000 5p ordinary shares in the Company at 31 January 2003 (2002: 985,000). The
MSB Incentive Scheme Trust (the ‘Trust’) acquired 700,000 of the Company’s ordinary shares in the open market during the
year ended 31 January 2001, for the purpose of meeting obligations under the Employee Share Option Scheme. The
remaining shares held at the beginning of the year had been donated at nil cost to the Trust by certain shareholders at
flotation. The option scheme does not allow the executives to purchase shares at discount to the market value of the
shares at the date on which the shares are granted, therefore no charge to the profit and loss account arises. The costs of
funding and administering the Scheme are charged to the profit and loss account of the Company in the year to which they
relate. The market value of the shares at 31 January 2003 was £497,425.
12. Debtors
Group Company
31 January 31 January 31 January 31 January
2003 2002 2003 2002
£000 £000 £000 £000
Amounts falling due within one year
Trade debtors 7,450 19,200 6,980 18,671
Other debtors 48 35 85 33
Prepayments and accrued income 3,714 4,194 3,618 4,092
Amounts owed by subsidiary undertakings - - 1,936 1,770
11,212 23,429 12,619 24,566
Amounts falling due after more than one year
Deferred taxation (Note 13) 376 198 376 198
11,588 23,627 12,995 24,764
The Group uses a confidential invoice discounting facility in respect of its trade debtors. Under this arrangement the Group
can receive up to 80% of the gross value of its invoices immediately upon acceptance of those invoices by the invoice
discounting company. 
MSB International Plc Annual Report 2003 32
13. Deferred Taxation
Group
Recognised Unrecognised
31 January 31 January 31 January 31 January
2003 2002 2003 2002
£000 £000 £000 £000
Depreciation in excess of capital allowance 252 198 - -
Tax effect of losses carried forward - - 166 172
Short-term timing differences 124 - - -
Total deferred tax asset 376 198 166 172
Company
Recognised Unrecognised
31 January 31 January 31 January 31 January
2003 2002 2003 2002
£000 £000 £000 £000
Depreciation in excess of capital allowance 252 198 - -
Short-term timing differences 124 - - -
Total deferred tax asset 376 198 - -
Deferred Tax has been calculated at 30%.
14. Creditors – amounts falling due within one year
Group Company
31 January 31 January 31 January 31 January
2003 2002 2003 2002
£000 £000 £000 £000
Term loan - 5,000 - 5,000
Bank overdraft 863 1,924 867 2,299
Trade creditors 220 333 202 345
Other creditors 139 954 138 894
Dividend proposed 273 273 273 273
Corporation tax 232 696 232 696
Other tax and social security payable 262 413 268 470
Accruals 3,267 4,192 3,107 4,099
5,256 13,785 5,087 14,076
The term loan was secured on trade debtors and was repaid on 30 September 2002. It attracted interest at a fixed rate of 7.85%.
Notes to the Financial Statements continued
for the year ended 31 January 2003 33
15. Provisions for Liabilities and Charges
Group Company
31 January 31 January 31 January 31 January
2003 2002 2003 2002
£000 £000 £000 £000
Balance as at 1 February 2002 47 - 47 -
Charged to Profit & Loss account - 1,114 - 1,114
Utilised during the year (47) (1,067) (47) (1,067)
Balance as at 31 January 2003 - 47 - 47
The provision related to re-organisation costs (Note 6).
16. Called Up Share Capital
Group & Company
31 January 31 January
2003 2002
£000 £000
Authorised
27,500,000 ordinary shares of 5p each 1,375 1,375
Allotted, called up and fully paid
20,501,979 (2002: 20,501,979) ordinary shares of 5p each 1,025 1,025
There has been no movement in the share capital during the year. The mid-market price of the Company’s shares at the
close of business at 31 January 2003 was 50.5p. The Company’s shares have traded at a market price ranging between
82p and 25p during the year ended 31 January 2003.
17. Share Options 
Under the terms of the Executive Share Option Plan, options were outstanding to subscribe for 512,580 (2002: 937,580) 5p
ordinary shares under the terms of a share option deed which has two parts, Part A, which has been approved for income
tax purposes by the Inland Revenue and Part B which is unapproved for income tax purposes. All options are granted at
an exercise price, which is not less than the market value of the Company’s shares on the date of grant. During the year
options on 10,000 shares were granted and 435,000 options lapsed.
Exercise Date At 31 January 2003 
Date granted Price per share Exerciseable Number of shares
23 October 1998 295.0 Oct 01 – Oct 08 101,694
12 November 1998 265.0 Nov 01 – Nov 08 90,566
14 May 1999 224.0 May 02 – May 09 22,320
17 December 1999 259.66 Dec 02 – Dec 09 67,500
2 May 2000 111.0 May 03 – May 10 50,000
31 May 2000 259.66 May 03 – May 10 15,000
27 November 2000 259.66 Nov 03 – Nov 10 130,500
27 July 2001 91.83 Jul 04 – Jul 11 25,000
23 March 2002 93.33 Mar 05 – Mar 12 10,000
512,580
MSB International Plc Annual Report 2003 34
18. Reserves
Group
Profit Share Year ended Year ended
and Loss Premium 31 January 31 January
Account Account 2003 2002
£000 £000 £000 £000
Balance at 1 February 2002 13,040 1,263 14,303 13,601
Retained (loss)/profit for the year (863) - (863) 697
Exchange movements (46) - (46) (19)
New share capital subscribed - - - 24
Balance at 31 January 2003 12,131 1,263 13,394 14,303
Company
Profit Share Year ended Year ended
and Loss Premium 31 January 31 January
Account Account 2003 2002
£000 £000 £000 £000
Balance at 1 February 2002 13,876 1,263 15,139 14,076
Retained (loss)/profit for the year (528) - (528) 1,039
New share capital subscribed - - - 24
Balance at 31 January 2003 13,348 1,263 14,611 15,139
19. Operating Lease Commitments
At 31 January 2003 the Group was committed to making the following payments during the next year in respect of
operating leases:
Land and Land and
Buildings Other Total Buildings Other Total
2003 2003 2003 2002 2002 2002
£000 £000 £000 £000 £000 £000
Leases which expire:
Within one year 169 46 215 108 36 144
Within two to five years 33 5 38 42 36 78
After five years 736 - 736 746 - 746
Total 938 51 989 896 72 968
20. Reconciliation of Operating Profit to Cash Inflow from Operating Activities
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
Operating profit 143 2,423
Depreciation 651 706
Profit on disposal of tangible fixed assets (6) (2)
Decrease in debtors 12,217 10,997
(Decrease) in creditors (2,003) (5,841)
(Decrease)/increase in provisions (47) 47
Net cash inflow from operating activities 10,955 8,330
Notes to the Financial Statements continued
for the year ended 31 January 2003 35
21. Reconciliation of Movement in Net Funds/(Debt)
Year ended Year ended
31 January 31 January
2003 2002
£000 £000
Inflow in cash in the year 4,608 5,634
Repayment of bank loan 5,000 -
Movement in net debt in the year 9,608 5,634
Net debt at 1 February (3,421) (9,055)
Net funds/(debt) at 31 January 6,187 (3,421)
22. Analysis of Net Funds/(Debt)
1 February Cash 31 January
2002 Flow 2003
£000 £000 £000
Cash at bank and at hand 3,503 3,547 7,050
Bank overdraft (1,924) 1,061 (863)
Net cash 1,579 4,608 6,187
Term loan (5,000) 5,000 -
Net funds/(debt) (3,421) 9,608 6,187
23. Maturity Profile of Financial Liabilities
The following table analyses the Group’s financial liabilities, which are repayable as follows:
31 January 31 January
2003 2002
Debt Debt
£000 £000
Within one year 863 6,924
24. Borrowings and Financial Instruments 
Interest rate risk profile of financial assets and liabilities
Financial Assets
The Group has no financial assets, other than cash at bank amounting to £7,050,010, which is made up as follows: Sterling
£1,400,000, Euro’s £900,000, other currency £250,010 and short-term sterling deposits of £4,500,000 (2002: Sterling
£3,503,000 and no short-term deposits).
Financial Liabilities
The interest rate profile of the Group’s financial liabilities at 31 January 2003 was:
Fixed Rate
Financial Liabilities
Floating Rate Fixed Rate Weighted Weighted
Financial Financial Average Average
Total Liabilities Liabilities Interest Period
£000 £000 £000 Rate% Years
Currency
Sterling: At 31 January 2003 863 863---
Sterling: At 31 January 2002 6,924 1,924 5,000 7.85 0.7
MSB International Plc Annual Report 2003 36
24. Borrowings and Financial Instruments continued
The floating rate liabilities consist of Sterling bank borrowings and overdrafts which bear interest at rates based on UK
base rate. The Company and Group do not use formal hedging methods in respect of their interest rate risk. Cash at bank
earns interest at a floating rate based on the UK base rate or foreign equivalents appropriate to the country in which the
cash is held.
Currency Profile
The main functional currencies of the Group are Sterling and the Euro. The following analysis of net monetary assets and
liabilities shows the Group’s currency exposures. The amounts shown represent the transactional exposures that give rise
to the net currency gains and losses recognised in the profit and loss account. Such exposures comprise the monetary
assets and monetary liabilities of the Group which are not denominated in the functional currency of the operating unit involved.
Net Foreign Monetary Assets/(Liabilities)
31 January 2003 31 January 2002
Sterling Euro Other Total Sterling Euro Other Total
£000 £000 £000 £000 £000 £000 £000 £000
Functional
Currency
Sterling - 1,099 394 1,493 - 1,878 253 2,131
Euro (1,626) - - (1,626) (1,328) - - (1,328)
(1,626) 1,099 394 (133) (1,328) 1,878 253 803
Fair Values of Financial Assets and Liabilities
The table below shows the book and fair values for the Company’s and Group’s Term Loan:
Book value Fair value Book value Fair value
2003 2003 2002 2002
£000 £000 £000 £000
Term borrowings -- 5,000 5,101
The fair value of other financial assets and liabilities are equal to their book values. The method of calculating the fair value
has been to discount back payment of interest and capital at the perceived market rate for a similar nature of borrowing.
25. Borrowing Facilities 
The Group has undrawn committed floating borrowing facilities which are renewed annually. The maximum undrawn
facilities available (subject to sufficient qualifying trade debtors) were as follows:
31 January 31 January
2003 2002
£000 £000
Expiring in one year or less 19,883 18,826
26. Capital Commitments
There were no items of a capital nature which were authorised but not contracted for at 31 January 2003 (2002: nil).
Notes to the Financial Statements continued
for the year ended 31 January 2003 37
Year ended Year ended Year ended Year ended Year ended
31 January 31 January 31 January 31 January 31 January
2003 2002 2001 2000 1999
(Restated) (Restated)
Consolidated Profit and Loss Account £000 £000 £000 £000 £000
Turnover 84,062 145,987 157,760 184,936 191,345
Cost of sales (71,252) (121,698) (130,628) (153,458) (156,485)
Gross profit 12,810 24,289 27,132 31,478 34,860
Administrative expenses
- before exceptional (12,667) (20,752) (22,740) (24,049) (22,301)
Administrative expenses
- exceptional - (1,114) (1,246) (1,582) (3,485)
Operating Profit 143 2,423 3,146 5,847 9,074
Amounts written off investment (422) ---
Net interest payable (142) (534) (562) (889) (986)
(Loss)/profit on ordinary activities before taxation (421) 1,889 2,584 4,958 8,088
Taxation on profit/(loss) from ordinary activities (32) (646) (1,062) (1,376) (2,678)
(Loss)/profit on ordinary activities after taxation (453) 1,243 1,522 3,582 5,410
Dividends (410) (546) (994) (2,551) (2,547)
Retained (loss)/profit (863) 697 528 1,031 2,863
Basic (Loss)/Earnings Per Share
(Loss)/earnings per share (p) – before exceptional (0.16p) 10.4 12.1 24.9 39.9
(Loss)/earnings per share (p) – after exceptional (2.32p) 6.4 7.6 18.1 27.4
Diluted (Loss)/Earnings Per Share
(Loss)/earnings per share (p) – before exceptional (0.16p) 10.4 12.1 24.8 39.3
(Loss)/earnings per share (p) – exceptional (2.32p) 6.4 7.6 18.0 27.0
Consolidated Balance Sheet
Tangible fixed assets 540 1,111 1,272 2,251 2,480
Investments 497 919 919 - -
1,037 2,030 2,191 2,251 2,480
Current assets
Debtors 11,588 23,627 34,608 35,879 46,421
Cash at bank and in hand 7,050 3,503 - - 432
18,638 27,130 34,608 35,879 46,853
Creditors: amounts falling due within one year 5,256 13,785 17,174 18,120 28,278
Net current assets 13,382 13,345 17,434 17,759 18,575
Total assets less current liabilities 14,419 15,375 19,625 20,010 21,055
Creditors: amounts falling due after one year - - 5,000 5,047 5,298
Provisions for liabilities and charges - 47 - 949 2,809
Net assets 14,419 15,328 14,625 14,014 12,948
Capital and reserves
Called up share capital 1,025 1,025 1,024 1,021 1,020
Share premium account 1,263 1,263 1,239 1,159 1,125
Profit and loss account 12,131 13,040 12,362 11,834 10,803
Equity shareholders’ funds 14,419 15,328 14,625 14,014 12,948
MSB International Plc Annual Report 2003
Five Year Financial Record continued
for the year ended 31 January 2003 38
Notice is hereby given that the Annual General Meeting of MSB International Plc (“the Company”) will be held at Hanover
Place, 8 Ravensbourne Road, Bromley, Kent, BR1 1HP on Tuesday 20 May 2003 at 10 a.m. to transact the following business:
Ordinary Business
1) To receive the Directors’ Report and Annual Accounts and the Auditors’ Report for the financial year ending 31 January 2003.
2) To declare a final dividend of 1.4 pence per Ordinary Share.
3) To elect Douglas B Adshead-Grant as a Director.
4) To elect Paul Davies as a Director.
5) To re-elect Robert H Gunlack as a Director.
6) To reappoint PricewaterhouseCoopers LLP as auditors of the Company (having previously been appointed by the
Board to fill the casual vacancy arising by reason of the resignation of PricewaterhouseCoopers), to hold office until
the conclusion of the next general meeting at which accounts are laid before the Company.
7) To authorise the Directors to determine the remuneration of the Auditors.
8) To receive the Directors’ Remuneration Report for the year ended 31 January 2003.
Special Business
9) To consider and, if thought fit, pass the following resolutions, which will be proposed as Ordinary or Special
Resolutions as indicated below:
Ordinary Resolution
10) That the Directors be and are hereby generally and unconditionally authorised and empowered, for the purposes of
section 80 of the Companies Act 1985, to exercise all powers of the Company to allot relevant securities (as defined in
the said section 80) up to an aggregate nominal amount of £341,212 provided that this authority shall expire on the
earlier of 15 months from the date of this resolution and the conclusion of the next Annual General Meeting of the
Company, save that the Company may, before such expiry, make other offers or agreements which would or might
require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of
such offers or agreements as if the authority conferred hereby had not expired.
Special Resolution
11) That, subject to the passing of resolution 9 set out in the Notice of this Meeting, the Directors be and are hereby
empowered pursuant to section 95 (1) of the Companies Act 1985 to allot equity securities (within the meaning of
section 94 of the Companies Act 1985) for cash pursuant to the authority conferred by the said resolution 9 as if
section 89 (1) of the Companies Act 1985 did not apply to any such allotment provided that this power shall be limited:-
i) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the
equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as
may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other
arrangements as the Directors may deem necessary or expedient to deal with problems under the laws of any
territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with
fractional entitlements or shares represented by depository receipts or otherwise howsoever): and
ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate
nominal value of £51,181 and shall expire on the earlier of fifteen months from the date of this resolution and the
conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry,
make offers or agreements which would or might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had
not expired.
Notice of Annual General Meeting 39
12) That pursuant to Article 9 of the Company’s Articles of Association and Section 166 of the Companies Act 1985, the
Company be and is hereby generally and unconditionally authorised to make one or more market purchases (as defined
in Section 163(3) of the Companies Act 1985) of its ordinary share of 5 pence each on such terms and in such manner
as the Directors may determine provided that:-
i) The maximum aggregate number of ordinary shares which may be purchased is 2,000,000 being approximately
10% of the issued share capital of the Company;
ii) The minimum price which may be paid for each ordinary share is 5p per share (exclusive of expenses);
iii) The maximum price which may be paid for each ordinary share is not more than 5 per cent above the average of
the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List
for the five business days immediately preceding the day on which the ordinary share is purchased (exclusive of
expenses); and
iv) The authority hereby granted shall expire on the earlier of fifteen months from the date of the resolution or the
conclusion of the Annual General Meeting of the Company to be held in the year 2004 unless renewed before that
time, provided that a contract of purchase may be made before such expiry which will or may be executed wholly
or partly after the expiry of this authority and the purchase of ordinary shares may be made in pursuance of any
such contract as if the authority conferred hereby had not expired.
Notes
1) A member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies
to attend, and on a poll, to vote in his stead. A proxy need not be a member of the Company.
2) Forms of proxy are provided and to be valid must be lodged with the Company’s registrars, Capita IRG Plc, not less
than 48 hours before the time appointed for the holding of the meeting.
3) There will be available for inspection at the registered office of the Company during usual business hours on any
weekday (Saturdays and public holidays excepted) from the date of this notice until the date of the Annual General
Meeting, and at the place of the meeting for 15 minutes prior to and during the meeting:
(a) the register of Directors’ interests in shares of the Company kept in accordance with Section 325 of the
Companies Act 1985; and 
(b) copies of the contracts of service between the Directors and the Company or any of its subsidiaries (other than
contracts expiring or determinable by the Company without compensation within one year).
Explanatory Notes
a) Section 80 of the Companies Act 1985 (“The Act”) requires Shareholders’ authority for the Directors to allot the
unissued share capital of the company or convertible securities other than shares which may be allotted under the
employee share option schemes previously approved by Shareholders. Such authority may be granted for a period of
no more than five years. The existing authority under Section 80, given by Shareholders to the Directors at the Annual
General Meeting held on 26 June 2002 is in respect of unissued Ordinary shares having a nominal value of £340,174
representing one third of the nominal amount of the issued share capital at that time, and is due for renewal at the
Annual General Meeting. The Directors consider that this authority should be renewed in respect of unissued Ordinary
shares. The corresponding figure for this resolution is £341,212.
b) In the case of a new allotment of shares or convertible securities for cash, section 89 of the Act grants pre-emption
rights to existing Shareholders. The London Stock Exchange does not require the consent of Shareholders to each
specific allotment (made other than to existing Shareholders on a proportional basis) provided that the authority of
Shareholders, which may be given under section 95 of the Act, to disapply generally the provisions of section 89 is
obtained. Accordingly, the Directors consider that it is in the best interest of the Company for the existing section 95
authority granted by Shareholders on 26 June 2002 to be renewed for a period expiring at the next Annual General
Meeting or on 20 August 2004 whichever is earlier. It is proposed that the waiver will be limited by value to 5% of the
issued ordinary share capital and will apply to equity securities having a nominal value of £51,181. This proposal is
consistent with the guidelines approved in October 1987 by the Investment Committees of the Association of British
Insurers and the National Association of Pension Funds. If this approval is granted your Directors would, in
implementing it, have regard to the additional guidelines which indicate that issues of equity securities for cash (other
than by way of rights) should not, in any rolling three-year period, exceed 7.5% of the issued ordinary share capital.
MSB International Plc Annual Report 2003 40
Preliminary Results 1st April 2003
Final Dividend 30 May 2003
AGM 20 May 2003
Interim Results 30 September 2003
Shareholders’ services
The Company website includes a comprehensive ‘Investor Relations’ section to help keep investors up to date with all the
latest information and previous years’ accounts. From the site you can look up the latest share price, download copies of
past interim and main reports and much more.
Update your share registration details
www.irg.co.uk or write to our Registrars and Transfer Office at the address below.
A guide to owning shares
The London Stock Exchange site has a section called ‘Share Aware’. This part of the site gives you useful information
about buying and selling shares on the London Stock Exchange’s markets. www.londonstockexchange.com
Investors’ contact
investors@msb.com or write to Investor Relations at our Registered Office at the address below.
Registered Office
Hanover Place, 8 Ravensbourne Road,
Bromley, Kent, BR1 1HP
Company Registration Number
2293703
Stockbrokers
Collins Stewart Ltd, 9th Floor, 88 Wood Street
London, EC2V 7QR
Auditors
PricewaterhouseCoopers LLP , 1 Embankment Place
London, WC2N 6RH
Bankers
National Westminster Bank Plc, 143 High Street,
Bromley, Kent, BR1 1YZ
Registrars and Transfer Office
Capita IRG Plc
The Registry, 34 Beckenham Road, Beckenham, 
Kent, BR3 4TU
Financial Public Relations
Merlin Financial, Royex House,
Aldermanbury Square, London, EC2V 7HR
Directors
Andrew M Zielinski Chief Executive
Peter J Browne Sales & Marketing Director
Douglas B Adshead-Grant Finance Director and
Company Secretary
Paul Davies Non-executive Chairman and
Chairman of the
Remuneration Committee
Robert H Gunlack Non-executive Director and
Chairman of the 
Audit Committee
Nicholas J A Parker Non-executive Director
Key Financial Dates MSB International Plc
Hanover Place, 8 Ravensbourne Road, Bromley, Kent BR1 1HP
T: 020 8315 9000, F: 020 8315 9001, E: investors@msb.com
www.msb.com