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HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
Annual Report and Accounts 2003
Quantica plc
Quantica House, Lowfields
Elland, Halifax
West Yorkshire HX5 9DF
Tel: 01422 310088
Email: plc@quantica.co.uk
Quantica plc Annual Report and Accounts 2003 CORPORATE STATEMENT
Quantica plc is a recruitment and training Group. The Group obtained a full
listing on the London Stock Exchange in June 1998. We operate in five main
areas; Legal, Technology, Search & Selection, Healthcare and Training, and
provide customers with a single source for recruitment and training needs
across each professional discipline. The Group also provides sub-contract
staff to the Construction, Healthcare and Technology sectors.
Each Division occupies a strong position in its own niche market, and also
benefits from considerable internal synergies. The decentralised and
entrepreneurial environment within which they operate, enables each Division
to maintain high operating margins, healthy returns on capital employed and
most importantly, provide its customers with particularly high levels of
personal service, thereby building shareholder value.
IFC Corporate statement
01 Financial highlights
02 Chairman’s statement
04 Chief executive’s review
06 Review of operations
08 Financial review
09 Board of directors
10 Company advisors
11 Directors’ report
13 Report on directors’ 
remuneration
16 Corporate governance
19 Independent auditors’
report
20 Consolidated profit
and loss account
21 Balance sheets
22 Consolidated cash
flow statement
22 Reconciliation of net
cash flow to movement
in net debt
23 Notes to the financial
statements
35 Notice of annual 
general meeting
IBC Group companies 
and addresses
Quantica plc 
Annual Report 2003
GROUP COMPANIES AND ADDRESSES
T HE D ESIGN P ORTFOLIO
a member of the flathill communications group plc
www.flathillplc.com
designed & produced by
Head Office
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 310088
Email: plc@quantica.co.uk 
Construction People
Recruitment Solutions
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 377733 
Email: construction@quantica.co.uk
The Business Centre
23 Northenden Road
Sale
Cheshire M33 2DH
Tel: 0161 9736226
Email: construction@quantica.co.uk
Quantica Healthcare
Elmhurst
22a Brooklands Avenue
Cambridge CB2 2DQ
Tel: 01223 303093
Email: healthcare@quantica.co.uk
1 The Courtyards
Phoenix Square
Severalls Business Park
Wyncolls Road
Colchester CO4 9PE
Tel: 01206 228333
Email: healthcare@quantica.co.uk
1a The Hamlet
Hornbeam Square West
Hornbeam Park
Harrogate HG2 8RE
Tel: 01423 870044
Email: healthcare@quantica.co.uk
225 India Buildings
Water Street
Liverpool L2 1BD
Tel: 0151 2279300
Email: healthcare@quantica.co.uk 
Rowan House
28 Queens Road
Hethersett
Norwich NR9 3DB
Tel: 01603 813969
Email: healthcare@quantica.co.uk
2/3 Watsons Chambers
Business Centre
5-15 Market Place
Castle Square
Sheffield S1 2GH
Tel: 01142 211688
Email: healthcare@quantica.co.uk
Quantica Legal
Thomas Court
East Street
Colchester CO1 2TR
Tel: 01206 871971
Email: legal@quantica.co.uk
3 Washington Chambers
Stanwell Road
Penarth
Cardiff CF64 2AF
Tel: 02920 711914
Email: legal@quantica.co.uk
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 370011 
Email: legal@quantica.co.uk
Quantica Search & Selection
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 370011
Email: searchselection@quantica.co.uk
Friars Court
Aylesbury
Buckinghamshire HP20 2SJ
Tel: 01296 338259
Email: searchselection@quantica.co.uk
1a The Hamlet
Hornbeam Square West
Hornbeam Park
Harrogate HG2 8RE
Tel: 01423 871770
Email: searchselection@quantica.co.uk 
Quantica Technology
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 377377
Email: technology@quantica.co.uk
Quantica Training
Thomas Court
East Street
Colchester CO1 2TR
Tel: 01206 877 277
Email: training@quantica.co.uk
Second Floor
Euro House
54-66 High Street
Hounslow
Middlesex TW3 1NW
Tel: 020 8814 1484
Email: training@quantica.co.uk
James Kimber Holdings Limited
Second Floor
Euro House
54-66 High Street
Hounslow
Middlesex TW3 1NW
Tel: 020 8814 1888
Email: training@quantica.co.uk
Quantica Selection Training Limited
The Business Centre
23 Northenden Road
Sale
Cheshire M33 2DH
Tel: 0161 2833773
Email: training@quantica.co.uk 
Quantica Mansel Training
7 School Road
Sale
Cheshire M33 1XY
Tel: 0161 9699017
Email: training@quantica.co.uk
Victory House
Level 2
8 Crofts Avenue
Hurstville NSW 2220
Australia
Tel: 00612 95851522
Email: training@quantica.co.uk  Quantica plc 
Annual Report 2003
01 FINANCIAL HIGHLIGHTS
Strong progress has been made over the year in all areas of our business. 
Run-rates and margins have improved in the second half, both over the
equivalent period last year, but more significantly, over the first half of 2003.
The operating profit is presented before exceptional costs and amortisation
of goodwill. The earnings per share is presented before exceptional costs
and amortisation of goodwill.
Turnover
£24.9m
2002: £26.1m
Net fee income
£12.0m
2002: £11.7m
Operating profit
£2.2m
2002: £2.1m
Earnings per share
3.3p
2002: 2.8p
01 02 0 03 3
Turnover
£24.9m
£26.1m
£33.4m
01 02 0 03 3
Net fee income
£12.0m
£11.7m
£15.3m
01 02 0 03 3
Operating profit
£2.2m
£2.1m
£4.2m
01 02 0 03 3
Earnings per share
3.3p
2.8p
6.6p Quantica plc 
Annual Report 2003
CHAIRMAN’S STATEMENT 02
Financial results in brief
I am delighted to announce that significant progress
was made in 2003, particularly in the second half.
My comments about “light at the end of the tunnel”
in the interim statement appear to be correct. Net fee
income and operating profit from continuing operations
in the second half of the year improved considerably
compared to both the first half, and the second half
of last year.
Turnover for the year ended 28 November 2003 was
£24.9m (2002: £26.1m). Net fee income was £12.0m
(2002: £11.7m) with operating profit before exceptional
costs and amortisation of goodwill at £2.2m (2002:
£2.1m). After exceptional costs incurred in the first
half of £0.6m, associated with the closure of our
Technology office in Hemel Hempstead, and the
amortisation of goodwill of £0.4m, the pre-tax profit
was £0.8m (2002: pre-tax loss of £3.4m). Operating
margins (before exceptional items, amortisation of
goodwill and impairment losses) increased to 8.9%
(2002: 7.9%) reflecting both the maintenance of
gross margins and tight control over our cost base.
Cash inflow before financing was £0.5m (2002: £2.0m
outflow). At the half-year net debt stood at £7.8m
reflecting the cost of closing the Hemel Hempstead
office. Cash generated in the second half was £0.9m,
demonstrating the Company’s ability to generate cash
even when activity levels are increasing and reducing
net debt at the year end to £6.9m (2002: £7.4m).
Full year earnings per share (before amortisation of
goodwill and exceptional costs) increased by 18%
to 3.33p (2002: 2.82p). Basic full year earnings per
share after amortisation of goodwill and exceptional
costs was 1.30p (2002 loss: 9.11p).
Dividend
The Board is proposing a final dividend of 1.0p
(2002: 1.0p) per Ordinary share for the year ended
28 November 2003 which, if approved by shareholders,
would give a total dividend for the year of 1.0p
(2002: 1.0p). The dividend will become payable
on 17 April 2004 to shareholders who are on the
register on 19 March 2004.
The financial results are discussed in detail in the
Financial Review on page 8.
Business progress
Strong progress has been made over the year in all
areas of our business. Run-rates and margins have
improved in the second half both over the equivalent
period last year, but more significantly, over the first
half of 2003.
The Healthcare Division continued to grow strongly.
Volumes, gross margins, and profitability all
increased over the year. Three quarters of our
business is dedicated to social care which is driven
by the demographics of an ageing population.
The introduction of Care Standards and associated
regulatory frameworks, whilst increasing cost in
the short term, have increased barriers to entry into
the market and will prove beneficial in the longer term.
The remainder of our business is primarily in the
professional disciplines of Social Work, Occupational
Therapy and Physiotherapy. This mix of business
has protected us from some of the margin pressure
reported in other areas of the sector.
The Legal Division has had a better year in 2003,
increasing operating profit substantially from what
was a particularly difficult 2002. Both provincial and
City markets recovered to some extent, albeit not
to the levels of earlier years.
Search & Selection remains an extremely resilient
business. Trading in the second half was as good
as the first half which was strong, and considerably
better than the same period last year. Operating
profits for the Division once again increased on
a year-on-year basis. Our reputation has been built
upon our ability to deliver a highly effective
recruitment service. This is evidenced by the very
high success rates on assignments and the level
of repeat business obtained by this Division.
The Technology Division had a mixed year.
The underachieving Hemel Hempstead office was
closed at a cost of £0.6m, as stated in the interim
announcement, and the remaining contract business
”
“
I am delighted to announce that
significant progress was made in 2003,
particularly in the second half.  Quantica plc 
Annual Report 2003
03
transferred to Elland. In the North however, business
improved considerably in the last quarter of the year,
old customers have returned, contractor numbers
have increased and gross margins negotiated on new
contracts have been encouraging. Our Technology
Division retains our national coverage although it is
run entirely from our Northern office. We have invested
in this operation to enable us to grow organically
in the future and we will continue to resist chasing
volume business at the expense of margins.
The Training Division was boosted by the full year
benefit of the acquisitions made in 2002. Both of these
businesses, James Kimber Education acquired in June
2002, and Selection Training acquired in October 2002,
have been successfully integrated into the Group.
We now operate from two major hubs in London and
Manchester giving us nationwide coverage. We are
firmly established as a quality, major provider in what
is still a fairly fragmented sector. This should ensure
that we are ideally placed to take advantage of the
Government’s commitment to increase the level
of funding available for vocational training. 
Our start-up Construction Division, which is just over
a year old, made a small profit in the year which should
provide them with a solid platform for organic growth
in 2004.
Outlook 
The outlook for Quantica is bright. Our two main
contracting Divisions made significant progress
in the year. The Technology business continues to
increase contractor numbers, and at good margins.
The number of fee earners has been increased
and the infrastructure is in place to enable the
Division to continue to grow as the market improves.
The Healthcare business also improved both volumes
and margins in the second half finishing the year
well ahead of last year. Healthcare is growing
geographically by the introduction of new operations
into existing offices in Elland and Manchester,
and by the further development of professional
disciplines from Colchester. We will continue to
invest in both these businesses as the principal
drivers of organic growth.
Our two permanent recruitment businesses, Legal
and Search & Selection, also progressed very well
during the year and are expected to continue to
do well in 2004.
Training is also a bright spot at the moment and is
a solid, cash generative business for us. Since the
year end we have acquired Mansel Training.
Mansel is a NVQ training provider based in
Manchester which complements the rest of the
Division. We will consolidate our Northern training
operations onto one site in order to maximise
synergies and keep costs to a minimum. This is
consistent with our strategy to take advantage of
opportunities to acquire small in-fill businesses
should the opportunity arise. 
Even though the growth of our contracting businesses
inevitably places some demands on further working
capital, the mix of our business should still enable us
to generate cash and further reduce our debt position
in 2004.
Our primary strategy remains to concentrate on
organic growth, and we will continue to manage our
cost base in line with our revenues, control cash well
and deliver value to shareholders.
Phillip J Bennett
Chairman
10 February 2004
”
“
The outlook for Quantica is bright.
Our two main contracting Divisions
made significant progress in the year. Quantica plc 
Annual Report 2003
CHIEF EXECUTIVE’S REVIEW 04
Quantica consists of five main Divisions and one
relatively new Division operating in Construction
Recruitment. The five main Divisions are Healthcare
and Technology recruitment both of which are
contracting businesses, Search & Selection and Legal
recruitment which are both permanent recruitment
businesses and Training, a Division offering publicly-
funded work based training services.
Overall 2003 was similar to the previous year – difficult.
By that I am referring to the economic climate as a
whole and the sectors we operate in. We knew this
would be the case at the outset and we were prepared
for it. Our main objective was to ensure our cost base
was aligned with our revenues, whilst being careful not
to prejudice the opportunities for future growth when
markets recovered. We believe that by maintaining
profitability in the difficult first half, and by increasing
profitability in the second half, we have achieved both
these objectives.
Operational review
Although we knew the year would be difficult there
is good news in each of our Divisions.
Healthcare has once again led the way, growing revenue
by 36%, net fee income by 37% and operating profit
by more than 17%. At the half-year we reported a
slight decline in operating profit compared to the same
period in 2002. This was caused by costs increasing
in relation to the introduction of Care Standards,
supervision requirements and the increased cost
of Criminal Records Bureau (“CRB”) checks which had
more than doubled. We said this would be a one off
and this has proved to be the case. Operating profit
in the second half increased by nearly 50% over the
corresponding period last year.
The market in the nursing areas of Healthcare has
become much more competitive recently. However
nursing only accounts for around 10% of our business
and our primary markets in care and the qualified
sector are holding up well. In fact, during the course
of the year we have been able to improve gross
margins in both these areas.
We will continue to grow the business geographically
in the case of care workers and we will continue
to pursue the growth of the qualified side from our
Healthcare head office in Colchester.
The Legal Division has seen its markets improve in
2003. Revenue, net fee income and profit all improved
in the first half and in the same period last year. There
was also a considerable increase over last year as a
whole. Our cost base remained relatively static and
therefore most of the improvement fell through to the
bottom line, with operating profit increasing by 40%.
The main office in Colchester had a good year, Cardiff a
somewhat disappointing one and Elland, the newest
operation as far as Legal is concerned, performed
to plan. We will continue to grow the Legal business
organically across the three current locations
throughout the UK. 
Search & Selection had another good year. Operating
profit increased by 57% in the second half compared
to last year and increased by 23% for the year as
a whole on net fee income at a similar rate to 2002.
This illustrates that sensible reductions can be made
to the cost base without prejudicing performance.
Search & Selection operates from three offices. Elland,
which performed similarly to 2002, Harrogate who
have now established themselves firmly in the retail
market and Aylesbury who more than doubled their
operating profit compared to the prior year.
”
“
Although we knew the year would
be difficult there is good news in
each of our Divisions. Quantica plc 
Annual Report 2003
05
In Technology over a two-year period we have seen
revenue drop from £21.7m to £6.0m, net fee income
reduce from £7.0m to £1.4m and operating profit went
from £2.0m to £0.3m. Quite a fall over two years.
This is no different to anyone else’s experience in
the market, except perhaps the fact that we are still
making a profit. In the last quarter of 2003, we have
however seen a significant improvement, and more
importantly this has continued into 2004. Contractor
numbers have increased by 40% and our high levels
of operational gearing means that virtually all of this
gross margin translates directly into profit.
Our strategy is to continue to run the Technology
business from one location for the foreseeable future.
Our cost base is low and any increase in net fee
income should pass straight through to the bottom
line. Clients are once again struggling to obtain good
quality experienced staff and the old system of
operating preferred supplier lists is starting to come
under pressure. We are very optimistic about the
technology market once again and see it as a large
growth area for us in 2004.
The Training Division grew revenue and net fee income
by 64% and operating profit by 34% over the same
period last year. The growth is a mixture of organic
growth and the additional contribution from the two
businesses bought in 2002. Since the year end we
have acquired another provider based in Manchester.
This will be integrated into our existing Northern
operation and should provide us with further
synergistic benefits in 2004.
The Training business is rigorously assessed by the
Government audit bodies and was recently awarded
annual inspection grades which puts it as one of the
top 5% training providers nationally and one of the
top 1% in the greater London area. We intend to
build on this progress and I expect the Training
Division to be one of the top performers in 2004.
The Construction Division, which started trading
just over a year ago, had a good first full year.
The Division made a small profit in line with budget
and we expect to build on that in the coming year.
People
The last two years have been particularly difficult
in the recruitment market. We have maintained
profitability throughout the period and this is entirely
down to the staff. Their commitment, hard work and
loyalty have been exemplary. I would like to take this
opportunity, on behalf of the Board, to thank each
and every one of them for their sterling efforts.
The future
Until recently, recruitment had been a relatively
predictable business. I can now see a pattern emerging
similar to when recruitment came out of the recession
of the early eighties and early nineties, only this time
I think it is somewhat slower. Rather than a surge
of activity, it is more a general improvement in the
confidence of the people we are dealing with on
a daily basis. The improvement is nevertheless being
translated into increased activity levels. 
Our strategy remains the same. We will concentrate
mainly on organic growth, continue to keep costs to
a minimum and focus on generating cash. I can see
the markets improving and any increase in net fee
income would improve our level of profitability
going forward.
Les Lawson
Chief Executive
10 February 2004
”
“
Our strategy remains the same. We will
concentrate mainly on organic growth,
continue to keep costs to a minimum
and focus on generating cash. Quantica plc 
Annual Report 2003
REVIEW OF OPERATIONS 06
Training
Technology
Healthcare
Search & Selection
Legal
❚ Fifth successive year of growth in net fee income
(2003: increase of 37%)
❚ Core business of care nursing continues to expand
with new branches planned for 2004
❚ Significant progress made in expanding qualified sector
supplying qualified social workers, physiotherapists,
occupational therapists and radiographers
❚ 15% growth in net fee income
❚ Evidence of an upturn in corporate transactional work
and associated legal specialisations associated with
a recovery in the City markets
❚ Expansion into Northern markets through our Halifax-
based operation progressing well
❚ Business remains extremely resilient reflecting the
quality of our service delivery
❚ Particularly strong performance from the
Aylesbury office
❚ Harrogate business now firmly established as a leader
in recruitment market to the retail market
❚ Significant improvement in business volumes in the
final quarter of the year
❚ All technology operations consolidated into our
Northern office which retains its national coverage
❚ Investment made in the business to enable future
organic growth
❚ 64% increase in net fee income
❚ Integration of James Kimber (acquired in June 2002)
into Hounslow office successfully completed
❚ Manchester-based Selection Training (acquired in
October 2002) performed ahead of expectations
providing a hub for further expansion into
Northern markets Quantica plc 
Annual Report 2003
07
Net fee income
£2.6 million
2002: £1.9 million
Net fee income
£1.5 million
2002: £1.3 million
Net fee income
£3.2 million
2002: £3.5 million
Net fee income
£3.1 million
2002: £1.9 million
Net fee income
£1.4 million
2002: £3.2 million Quantica plc 
Annual Report 2003
FINANCIAL REVIEW 08
This review presents key elements of Quantica’s
financial performance and expands upon key features
of the financial statements set out on pages 20 to 34.
Trading results
Group turnover decreased by 5% to £24.9m (2002:
£26.1m). The decrease in the Group’s revenue reflects
lower technology volumes versus the prior year,
partially offset by growth in Healthcare and Training.
Net fee income increased to £12.0m (2002: £11.7m)
benefiting from a particularly strong second half
performance. Operating profit (before exceptional
costs and amortisation of goodwill) increased
to £2.2m (2002: £2.1m).
Operating margins before exceptional costs and
amortisation of goodwill improved to 8.9% (2002:
7.9%) reflecting the actions taken to reduce the
Group’s cost base. 
The profit after tax, exceptional costs and amortisation
of goodwill amounted to £0.5m (2002: loss of £3.6m). 
Exceptional costs
Exceptional costs of £0.6m (pre-tax) were charged
in the year. These reflect the cost of actions taken
in the Technology Division in the first half of the
year in closing the under performing office based
in Hemel Hempstead.
Interest
The net interest charge for the year of £0.4m (2002:
£0.5m) comprises interest in respect of bank loans
and overdrafts.
Tax
The Group’s underlying tax charge was 33%, with
the overall charge benefiting from a release of £0.1m
in respect of prior year tax provisions which are no
longer required. It is anticipated that the Group’s
ongoing rate will be broadly in line with the standard
rate of corporation tax.
Earnings per share
Earnings per share before exceptional costs and
amortisation of goodwill for the year was 3.33p
(2002: 2.82p).
Adjusted basic earnings per share (after exceptional
costs and amortisation of goodwill) amounted to
1.30p (2002: loss of 9.11p).
Diluted earning per share (after exceptional costs and
amortisation of goodwill) amounted to 1.29p (2002:
loss of 9.07p).
Cash flow and financing
The cash inflow before financing was £0.5m
(2002: outflow of £2.0m).
Treasury policies
The treasury function is not a profit centre and all
activities are undertaken primarily to support the
underlying exposures faced by the operating
companies. The Group does not enter into
speculative treasury arrangements. 
The Group finances its operations through a mixture
of retained profits and borrowings. The Group’s
borrowings all carry floating rates of interest.
No interest rate swaps have been taken out
by the Group.
The Group has no material transactions or balances
denominated in foreign currencies.
Dividend
The Directors propose a final dividend of 1.0p (2002:
1.0p) making a total dividend for the period of 1.0p
(2002: 1.0p).
The Directors propose that the dividend be paid
on 17 April 2004 to shareholders on the register
on 19 March 2004.
International financial reporting standards
All European Union listed groups are required to
adopt International Accounting Standards (“IAS”) for
their financial statements with accounting periods
starting on or after 1 January 2005, which will include
comparative information for the prior year. The Group
will undertake a detailed review of the impact of IAS
on its published financial statements. Although these
standards are themselves evolving and undergoing
improvement, a preliminary review shows that there
is not expected to be a significant impact on the
Group’s accounts. 
Robert Turner
Finance Director
10 February 2004 Quantica plc 
Annual Report 2003
09 BOARD OF DIRECTORS
Brian Hersee Heather
Non-executive Director
Brian is a chartered accountant with
over 20 years’ experience within the
accountancy profession including
acquisitions and other corporate work.
He joined FKI as Group Chief Accountant
in 1987 and in October 1989, he left FKI
to co-found GWB. Brian held the position
as Finance Director for the Group from
its formation up to the appointment of
Robert Turner in 2001. From that point
he reverted to his role within the GWB
Group whilst remaining as a Non-executive
Director of the Company. He has been a
Non-executive Director of Cirqual plc and
Aquarius Group plc.
Michael Thomas Waterhouse
Senior Independent
Non-executive Director
Michael was, until March 1996, a Director
of Henry Cooke Corporate Finance Limited
whom he joined in 1986. Prior to this he
had worked for Morgan Guaranty Trust
Company of New York Inc and CDP
Waterhouse Limited. He was appointed
to the Board of Quantica on 13 May 1998
and is also a Non-executive Director of
Cirqual plc.
Daniel Crawford Laughlan
Independent Non-executive Director
Crawford spent most of his working life
with the Halifax Building Society (now
HBOS) and retired in late 1992 as Group
Personnel and Services Director on the
main Board. He also served as Chairman
of two operating companies of Halifax
Property Services based in the South
West and the South. Since 1992 he has
been operating as a Management
Consultant specialising in organisation
restructuring and executive recruitment.
He was appointed to the Board of
Quantica on 13 May 1998.
Phillip James Bennett
Non-executive Chairman
Phillip has a degree in Economics
from Oxford University and is a lawyer
who specialised in acquisitions and
corporate finance before joining Gartland
Whalley and Barker plc (“GWB”) in 1994.
Phillip is experienced in the financial and
commercial appraisal of investments
as well as the structuring and negotiating
of transactions. He became a Director
of GWB in 1997 and UK Managing
Director in 1999 with responsibility for
all the UK operational activity. He is
Executive Chairman of Collins and Hayes
Group plc and Non-executive Chairman
of Eq Group plc.
Leslie William Lawson
Chief Executive
Les has over 25 years’ experience in
the recruitment sector. After spending
six years as a computer programmer
he entered the recruitment field in 1978.
He worked for Computer People, then
worked for Intercity Consultants (now
part of the Parity Group) for nine years
before founding Esprit Systems plc in
1988. Esprit was a highly regarded IT
recruitment organisation which had
offices in Halifax, Leeds, Glasgow and
London. It was sold to a MBI backed
by L&G Venture Capital in 1995. He was
instrumental in the formation of Quantica
in June 1997 and became Group Chief
Executive in August 1997.
Robert Edward Turner
Finance Director
Rob qualified as a Chartered Accountant
with Price Waterhouse in 1989. His first
move into industry was to the building
materials sector where he gained
extensive experience in the financial
management of multi-site, decentralised
operations. In 1998 he was appointed
as Finance Director for First Manchester
Limited, a subsidiary of FirstGroup plc,
being responsible for a number of
successful acquisitions before rising
to the position of Finance Director for
the Yorkshire and the North West
Divisions in 1999. Joining Quantica in
2001, he has overall responsibility for
the Group’s financial operations, working
capital management, and IT development.
Michael Thomas Waterhouse, Daniel Crawford Laughlan, Phillip James Bennett, Leslie William Lawson, Robert Edward Turner, Brian Hersee Heather Quantica plc 
Annual Report 2003
COMPANY ADVISORS 10
Secretary
R E Turner
Registered office
Quantica House, Lowfields, Elland, Halifax HX5 9DF
Stockbrokers
Credit Lyonnais Securities
Broadwalk House, 3 Appold Street, London EC2A 2DA
Auditors
KPMG Audit Plc
1 The Embankment, Neville Street, Leeds LS1 4DW
Bankers
Barclays Bank plc
PO Box 190, Minerva House, 29 East Parade, Leeds LS1 5TW
Solicitors
Hammonds
2 Park Lane, Leeds LS3 1ES
Registrars
Capita Registrars
The Registry, 34 Beckenham Road, Beckenham BR3 4TU
Company number
3058194 Quantica plc 
Annual Report 2003
11 DIRECTORS’ REPORT
Financial statements
The Directors submit their report and financial statements for the year ended 28 November 2003.
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 the Group profit or loss for that 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;
 state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements; and
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the financial position of the Company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They have general responsibility for taking such steps as are reasonably open to them
to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Principal activities
The principal activities of the Group are that of recruitment consulting and the provision of training services.
The subsidiary undertakings principally affecting the profits or net assets of the Group in the year are listed in note 12
to the financial statements.
Results and dividend
The Group made a profit after tax for the period of £525,000 (2002: loss after tax £3,617,000). The Directors recommend
the payment of a final Ordinary dividend for the year ended 28 November 2003 of £404,471 (2002: £403,895) which is
equivalent to 1.0p per Ordinary share (2002: 1.0p), making a total dividend for the period of £404,471 (2002: £403,895)
or 1.0p (2002: 1.0p) per Ordinary share.
Future developments
Future developments are discussed in the Chairman’s Statement on page 3, the Chief Executive’s Review on page 5
and in the Review of Operations on pages 6 to 7.
Share capital
Details of the changes in share capital of the Company during the period are shown in note 17 on page 31.
Directors
The Directors who served during the year were as follows:
P J Bennett R E Turner D C Laughlan A Gartland – Resigned 6 December 2002
L W Lawson B H Heather M T Waterhouse R H Bishop – Resigned 6 December 2002
On 6 December 2002, P J Bennett was appointed as Non-executive Chairman of the Group.
In accordance with the articles of association M T Waterhouse and R E Turner retire by rotation from the Board at the
Annual General Meeting and, being eligible, offer themselves for re-election.
Substantial shareholdings in the Company
On 10 February 2003, and in addition to the Directors’ holdings shown on page 14, the Directors are aware of the
following holdings which represent an interest of 3% or more of the Company’s issued Ordinary shares:
Holding %
Jupiter Asset Management 2,840,000 7.0
Gartmore Investments 2,550,000 6.3
Gartland Whalley and Barker Plc 17,885,408 44.2 Quantica plc 
Annual Report 2003
12 DIRECTORS’ REPORT
Authority to allot shares
The Directors’ authority to allot shares is referred to in resolutions 8 and 9 of the Notice of Annual General Meeting on
pages 35 and 36.
Disapplication of statutory pre-emption rights and authority to purchase shares
Special resolutions relating to the above are set out in the Notice of Annual General Meeting on pages 35 and 36 of
this document. Section 89 of the Companies Act 1985 as amended gives shareholders the right to participate on a
pro-rata basis in all issues of shares for cash unless they agree to its exclusion.
Creditor payment policy
The Group’s policy, in relation to all of its suppliers, is to settle the terms of payment when agreeing the terms of the
transaction and to abide by those terms provided that it is satisfied that the supplier has provided the goods or services
in accordance with the agreed terms and conditions. The Group does not follow any code or statement on payment
practice. The number of days’ purchases outstanding for payment by the Group at the year end was 13 days
(2002: 15 days). The Company itself is a holding company and does not trade, therefore the number of days’
purchases outstanding is not meaningful. 
Charitable and political donations
The Group made no charitable or political donations during the year.
Employees
The Group has a policy of involving employees in its affairs where possible and creating the opportunity for senior
executives to explain to employees matters which affect the Group’s performance. The Group practices equality
of employment opportunities irrespective of sex, race, creed or colour and recruits, trains and promotes on merit
accordingly. Throughout the Group, where practicable, opportunities are taken to employ disabled people and to
ensure that they take part in training and career development. Disabled employees have, within the limits of their
disabilities, the same prospects and opportunities for promotion as other employees.
The Euro
The Directors are considering the implications of the possible UK participation in the European Monetary Union but
do not consider at this stage that the introduction of the Euro will have any significant implications for the Company.
Auditors
In accordance with Section 384 of the Companies Act 1985 a resolution proposing the re-appointment of KPMG Audit
Plc as auditors of the Company and giving authority to the Directors to agree its remuneration will be submitted at the
forthcoming Annual General Meeting.
Post balance sheet event
On 12 December 2003 the Group acquired Mansel Training Limited for a maximum consideration of £312,000.
This report was approved by the Board on 10 February 2004.
R E Turner
Director Quantica plc 
Annual Report 2003
13 REPORT ON DIRECTORS’ REMUNERATION
Introduction
The Board adheres to the principles of good governance when deciding remuneration strategy and has delegated
responsibility for remuneration policy to the Remuneration Committee. 
Composition and responsibilities
The Committee meets at least once a year and its broad responsibility is to ensure that the remuneration packages
of the Group Executive Directors and senior management are competitive and designed to attract, retain and motivate
managers of high quality. The Committee, consisting of all the Non-executive Directors and Chaired by P J Bennett,
when necessary, utilises the advice of independent consultants in its consideration of what comparable companies
are paying and in setting annual salaries, incentive schemes, pension arrangements and car and health care benefits.
No external consultation was considered necessary in setting current Executive packages. 
Remuneration policy
Basic salaries and benefits are determined after an annual review of performance. As referred to above, the Committee
also takes into account external information on remuneration for similar positions in comparable companies.
The current annual bonus scheme for Group Executive Directors provides for a non-pensionable cash bonus for
achievement of a budgeted profit target agreed by the Board.
The remuneration of the Non-executive Directors is determined by the full Board within the limits set in the Company’s
Articles of Association. The Non-executive Directors do not participate in bonus, share option or pension schemes.
All Executive Directors’ service contracts are on a one-year rolling basis. In the event of termination, the payment of
the basic salary plus all contractual benefits would be payable to the Executive Directors for the notice period of one
year. There is no provision for compensation in addition to the notice period. There is no such provision for
Non-executive Directors. Full details of Directors’ remuneration, pensions, interest in shares and share options are on
page 14.
Performance graph
The new regulations covering Directors’ remuneration require that a graph be presented showing the Company’s Total
Shareholder Return (“TSR”) against the TSR performance of a broad equity market index. The FTSE Support Services
Index has been used because it comprises companies operating in similar markets to those of Quantica.
TSR over the performance period is the growth in value of a share plus the value of dividends paid assuming they
were reinvested in the Company on the day on which they were receivable.
Quantica plc 
(rebased)
FTSE Support Services
(rebased) Quantica plc 
Annual Report 2003
REPORT ON DIRECTORS’ REMUNERATION 14
The auditors are required to report on the information contained in the remaining sections of the Report on
Directors’ Remuneration.
Total emoluments
The emoluments of the Directors who served during the year are set out below:
2003 2002
Fees/ 2003 2002 Pension Pension
salary Bonus Benefits Total Total contributions contributions
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Executive Directors
L W Lawson 158 50 22 230 158 16 14
R E Turner 112 50 15 177 112 11 10
R H Bishop
(Resigned 6 December 2002) — — — — 233 — 11
270 100 37 407 503 27 35
Non-executive Directors
D C Laughlan 12 — — 12 12 — —
M T Waterhouse 12 — — 12 12 — —
294 100 37 431 527 27 35
Compensation of £112,000 was paid to R H Bishop in respect of loss of office following his resignation from the
Board on 6 December 2002. This was expensed in 2002. The payment was made in accordance with the terms
of his contract.
Bonuses accrued in respect of L W Lawson and R E Turner are payable in cash on a non-pensionable basis.
Benefits paid to L W Lawson and R E Turner consist primarily of the cost of car and medical insurance provision.
The pension contributions in respect of L W Lawson and R E Turner represent contributions made by the Company
into their personal pension plans.
The Company does not make pension contributions in respect of any other Director.
Directors’ interests
The Directors’ beneficial interests in shares of the Company are set out below:
Shares Share options
At At At At
28 November 29 November 28 November 29 November
2003 2002 2003 2002
A Gartland (Resigned 6 December 2002) 17,910,483 17,910,483 — —
L W Lawson 3,020,000 3,020,000 — —
R H Bishop (Resigned 6 December 2002) 2,506,067 3,306,067 — —
R E Turner 29,211 24,211 434,783 434,783
B H Heather — — — —
D C Laughlan — — — —
M T Waterhouse 2,000 2,000 — —
P J Bennett — — — —
The mid market price of the Company’s shares at 28 November 2003 was 42.5p, and during the year it ranged from
18.5p to 51.5p. Quantica plc 
Annual Report 2003
15
Directors’ interests (continued)
Aggregate emoluments disclosed do not include any amounts for the value of options to subscribe for Ordinary shares
in the Company granted to or held by the Directors. Details of the options are as follows:
Market price Date
29 November 28 November Exercise at date from which Expiry
2002 Granted Exercised 2003 price of issue exercisable date
R E Turner 434,783 31/05/01 — 31/05/01 £0.69 £0.69 31/05/04 31/05/11
Options are capable of being exercised after three years and within ten years (for approved options) of date of grant.
Exercise of the options is conditional upon the adjusted earnings per share (before exceptional costs and amortisation
of goodwill) of the Company exceeding the growth in the retail price index over the appropriate period by at least 9%.
The adjusted earnings per share before exceptional costs and amortisation of goodwill has been selected to accurately
reflect the underlying performance of the Group.
Of the shares in which A Gartland has an interest, 99.86% are held by Gartland Whalley and Barker (“GWB”) plc, in which
A Gartland owns approximately 61.6% of the issued Ordinary share capital. A Gartland is deemed to be beneficially
interested in the warrants held by GWB to subscribe for 1,612,903 Ordinary shares in the Company, exercisable at
124p per share.
The interests of R H Bishop include Ordinary shares beneficially held by his wife. He had no other interests in the shares
of other Group companies.
No change in such shareholdings occurred between 28 November 2003 and 10 February 2004.
Approved by the Board of Directors and signed on behalf of the Board on 10 February 2004.
P J Bennett
Chairman Quantica plc 
Annual Report 2003
CORPORATE GOVERNANCE 16
Combined Code
The Group is committed to high standards of corporate governance and has applied the principles of corporate
governance recommended in the Combined Code. The Board is accountable to the Group’s shareholders in its
management of the affairs of the Group. This statement describes how the relevant principles of governance are
applied to the Group.
The Board considers that the Group has complied throughout the year with the Combined Code with the
following exceptions:
 the inclusion of P J Bennett and B H Heather on the Audit Committee does not comply with the Combined Code
which requires the Audit Committee to be comprised of at least three Non-executive Directors, the majority of
which should be independent;
 the inclusion of P J Bennett and B H Heather on the Remuneration Committee does not comply with the
Combined Code which requires the Remuneration Committee to be wholly comprised of independent
Non-executive Directors; and
 the inclusion of P J Bennett and B H Heather on the Board means that a majority of the Non-executive Directors
are not independent.
Composition of the Board and Committees
The Quantica Group comprises the Non-executive Chairman, two Executive Directors and three other Non-executive
Directors. The Company has reviewed the availability of the Non-executive Directors and considers that each of them
is able to devote the agreed amount of time to the business of the Company. The Board considers that two of the
Non-executive Directors are independent as identified in the biographies on page 9.
The Board is responsible to the shareholders for the conduct of the Company’s business and determines Group
strategy, reviews trading performance, ensures adequate funding and examines major investments. One of the
responsibilities of the Chairman is to ensure that Board members receive sufficient and timely information regarding
corporate and business issues to enable them to discharge their duties, and to enable them to make further enquiries
where necessary. The adequacy of this information is periodically reviewed. The Board meets at least four times
a year.
The Non-executive Directors fulfil a vital role in corporate accountability by bringing their judgement to bear on issues
brought before the Board and Board Committee meetings. They bring considerable knowledge and experience from
other areas of business and public life, and their views carry significant weight in the Board’s decision. They also meet
as a group without Executive Directors being present. 
The execution of the Group’s strategies and policies is carried out on a day-to-day basis by the Executive Directors
who work as a team and meet regularly in the course of their work.
A schedule of matters specifically reserved for approval of the Board is maintained.
On 6 December 2002, A Gartland, Non-executive Chairman, resigned from the Board of Quantica. P J Bennett replaced
A Gartland as Non-executive Chairman with immediate effect.
The Board is aware of the guidance contained in the revised Code which will apply next year. The Board will review
and consider any areas of non-compliance over the course of next year.
The Audit Committee
The Audit Committee comprises the Non-executive Directors and is chaired by P J Bennett (previously A Gartland until
his resignation on 6 December 2002). Its duties include the review of the Group’s controls, the annual report and financial
statements, interim statements and the Group’s accounting policies. Duties also include a responsibility to keep under
review the scope and results of the audit and its cost effectiveness and the independence and objectivity of the external
auditor. The Finance Director and external auditors attend meetings of the Audit Committee. The Chairman of the
Audit Committee is available at the Annual General Meeting to answer questions from the investors. Quantica plc 
Annual Report 2003
17
The Remuneration Committee
The Remuneration Committee comprises the Non-executive Directors and is chaired by P J Bennett (previously A Gartland
until his resignation on 6 December 2002). It is responsible for establishing the salary and other remuneration of the
Executive Directors and senior management within the Group. Decisions relating to the remuneration of Non-executive
Directors are taken by the full Board. No Director participates in any decision relating to his own salary. The Report
on Directors’ Remuneration is set out on pages 13 to 15.
The Chairman of the Remuneration Committee is available at the Annual General Meeting.
The Nomination Committee
The Nomination Committee comprises the Non-executive Directors and is chaired by P J Bennett. The Committee
considers new Board appointments and makes recommendations to the Board. Proposals by the Committee are
considered and determined by the full Board. Appropriate training is available for all new Directors. All Directors are
required to submit themselves for re-election at regular intervals of no more than three years. All new Directors are
required to seek re-election at the first Annual General Meeting following their appointment.
Going concern
The Directors, after making appropriate enquiries, have a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors
continue to adopt the Going Concern basis in preparing the financial statements.
Internal control
The Board has overall responsibility for the Group’s system of internal control and for reviewing its effectiveness.
However, such a system is 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. Internal control is defined
in the Combined Code as all controls, including financial, operational, compliance and risk management. The Directors
have reviewed the effectiveness of the system of internal control for the period.
The key features of the Group’s system of internal financial control which have been established are as follows:
 the maintenance of strong financial controls and the production of accurate and timely financial
management information;
 the identification and appraisal of risk is carried out by the annual process of preparing business plans and
detailed budgets;
 detailed budgeting, forecasting and reporting of trading results, balance sheets and financial ratios with regular
review by management of variances from targeted performance levels throughout the year;
 the control of key financial risks through clearly laid down authorisation levels and proper segregation of
accounting duties;
 clearly defined procedures exist for capital expenditure appraisal and authorisation; and
 defined Group monthly and weekly reporting processes which collate detailed information from all operating locations.
Operational and compliance controls and risk management are part of the Group’s basis of operation. Quantica plc 
Annual Report 2003
CORPORATE GOVERNANCE 18
Internal control (continued)
The Board has established key principles of corporate governance for the Group. These include:
 an ongoing process for identifying, evaluating and managing the significant risks faced by the Group, which has
been in place during 2002 and up to the date of approval of the annual report and accounts. The process is
reviewed regularly by the Board and accords with the Turnbull Committee guidance on internal control issued in
September 1999;
 financial reporting including a detailed formal budgeting process for all Group businesses which culminates in an
annual Group budget which is approved by the Board;
 results for the Company and for its main operating businesses are reported monthly against this budget to the
Board. Revised forecasts are prepared on a regular basis;
 the executive members of the Board meet monthly with senior operational management to review formally all
financial, general management and commercial issues;
 the operating units are required to report in accordance with established Group financial controls and procedures.
Regular reviews of the effectiveness of the internal controls of the operating units are carried out by the Finance
Director and key business risks are identified, monitored and reported to the Board;
 a number of the Group’s key functions including treasury, taxation, company secretarial and significant legal
matters are dealt with centrally and are controlled by the Finance Director, who reports regularly to the Board; and
 the Group has clearly defined guidelines for capital expenditure. These include annual budgets, along with
appraisal and review procedures. Where businesses are being acquired, the Group’s procedures include detailed
“due diligence” reviews which are performed by the Group’s own staff and with the extensive use of specialist
external advisors.
Shareholders
Communication with shareholders is given a high priority. All shareholders receive a copy of the annual report and
interim statement. There is an opportunity to question the Directors at the Annual General Meeting and the Directors
meet informally with shareholders after the Meeting. There is regular dialogue with individual institutional
shareholders. In addition, corporate and customer information is available on the Company’s web site at
www.quantica.co.uk.
Internal audit
The Board has considered the requirement for an internal audit function during the year. The Board considers that the
current composition of the Group does not warrant a separate internal audit function. They will continue to keep this
position under review. Quantica plc 
Annual Report 2003
19 INDEPENDENT AUDITORS’ REPORT
to the members of Quantica plc
We have audited the financial statements on pages 20 to 34. We have also audited the information in the Report
on Directors’ Remuneration that is described as being audited.
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies
Act 1985. Our audit work has been undertaken so that we might state to the Company’s members those matters
we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
The Directors are responsible for preparing the annual report and the Report on Directors’ Remuneration. As described
on page11, this includes responsibility for preparing the financial statements in accordance with applicable United
Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United
Kingdom by statute, the Auditing Practices Board, the Listing Rules of the Financial Services Authority, and by our
profession’s ethical guidance. 
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 part of the Report on Directors’ Remuneration to be audited 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 with the Group is not disclosed. 
We review whether the statement on pages 16 to 18 reflects the Company’s compliance with the seven provisions
of the Combined Code specified for our review by the Listing Rules, 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 form an opinion on the
effectiveness of the Group’s corporate governance procedures or its risk and control procedures.
We read the other information contained in the annual report, including the corporate governance statement and
the unaudited part of the Report on Directors’ Remuneration, and consider whether it is consistent with the audited
financial statements. We consider the implications for our report if we become aware of any apparent misstatements
or material inconsistencies with the financial statements. 
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
part of the Report on Directors’ Remuneration to be audited. 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 Group’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 part
of the Report on Directors’ Remuneration to be audited 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 and the part of the Report on Directors’ Remuneration to be audited.
Opinion
In our opinion:
 the financial statements give a true and fair view of the state of affairs of the Company and the Group as at
28 November 2003 and of the profit of the Group for the 52 week period then ended; and 
 the financial statements and the part of the Report on Directors’ Remuneration to be audited have been properly
prepared in accordance with the Companies Act 1985.
KPMG Audit Plc 1 The Embankment
Chartered Accountants Neville Street
Registered Auditor Leeds LS1 4DW
10 February 2004 Quantica plc 
Annual Report 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 28 November 2003
20
Year ended Year ended
28 November 29 November
2003 2002
Notes £’000 £’000
Turnover 2 24,897 26,127
Cost of sales
– contractor costs (12,857) (14,437)
Net fee income 12,040 11,690
– other cost of sales (4,996) (5,217)
Gross profit 7,044 6,473
Administrative expenses (5,837) (9,533)
Operating profit before exceptional items,
amortisation of goodwill and impairment losses 2,207 2,061
– exceptional items 3 (600) (950)
– goodwill amortisation (400) (300)
– goodwill impairment losses — (3,871)
Operating profit/(loss) 4 1,207 (3,060)
Profit on sale of fixed assets - continuing operations — 100
Interest payable and similar charges 5 (428) (483)
Profit/(loss) on ordinary activities before taxation 779 (3,443)
Taxation 7 (254) (174)
Profit/(loss) on ordinary activities after taxation 525 (3,617)
Dividends 8 (404) (404)
Retained profit/(loss) for the period 121 (4,021)
Earnings per share before exceptional items,
goodwill amortisation and impairment losses 9 3.33p 2.82p
Basic earnings per share after exceptional items,
goodwill amortisation and impairment losses 9 1.30p (9.11p)
Diluted earnings per share after exceptional items,
goodwill amortisation and impairment losses 9 1.29p (9.07p)
The notes on pages 23 to 34 form part of these financial statements.
There were no recognised gains or losses other than the profit/(loss) for the current and the previous period. The above
results are derived entirely from continuing operations. Quantica plc 
Annual Report 2003
21 BALANCE SHEETS
as at 28 November 2003
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
Notes £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 10 2,619 3,272 — —
Tangible assets 11 796 1,026 522 539
Investments 12 — — 25,139 25,392
3,415 4,298 25,661 25,931
Current assets
Debtors 13 5,283 4,748 18,124 17,061
5,283 4,748 18,124 17,061
Creditors: amounts falling due within one year 14 (6,743) (6,375) (19,511) (18,144)
Net current liabilities (1,460) (1,627) (1,387) (1,083)
Total assets less current liabilities 1,955 2,671 24,274 24,848
Creditors: amounts falling due after one year 15 (4,876) (5,729) (4,876) (5,729)
Net (liabilities)/assets (2,921) (3,058) 19,398 19,119
Capital and reserves
Called up share capital 17 429 429 429 429
Share premium account 18 65 205 65 205
Merger reserve 18 694 538 2,042 1,886
Capital reserve 18 — — 13,749 13,749
Capital redemption reserve 18 2,346 2,346 2,346 2,346
Profit and loss account 18 (6,455) (6,576) 767 504
Shareholders’ (deficit)/funds (2,921) (3,058) 19,398 19,119
Shareholders’ (deficit)/funds may
be analysed as:
Equity interests (2,946) (3,083) 19,373 19,094
Non-equity interests 25 25 25 25
(2,921) (3,058) 19,398 19,119
Approved by the Board of Directors on 10 February 2004 and signed on its behalf by:
L W Lawson R E Turner
Director Director  Quantica plc 
Annual Report 2003
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 28 November 2003
22
Year ended Year ended
28 November 29 November
2003 2002
Notes £’000 £’000
Net cash inflow from operating activities 20 1,740 2,651
Returns on investments and servicing of finance 21 (428) (483)
Taxation 21 (194) (1,345)
Capital expenditure 21 (83) (74)
Acquisitions and disposals 21 (100) (1,835)
Dividends paid (404) (864)
Cash inflow/(outflow) before financing 531 (1,950)
Financing 21 (584) 265
Decrease in cash in the year 22 (53) (1,685)
Year ended Year ended
28 November 29 November
2003 2002
Notes £’000 £’000
Decrease in cash in the year (53) (1,685)
Cash outflow/(inflow) from net decrease/(increase) in debt 22 600 (265)
Movement in net debt in the year 547 (1,950)
Opening net debt 22 (7,412) (5,462)
Closing net debt 22 (6,865) (7,412)
Movement in net debt 547 (1,950)
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
for the year ended 28 November 2003 Quantica plc 
Annual Report 2003
23 NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the year.
The financial statements are prepared to the Friday closest to 30 November and these accounts are for the 52 weeks
to 28 November 2003 (2002: 52 weeks to 29 November 2002).
The financial statements have been prepared under the historical cost convention and in accordance with applicable
accounting standards and the Companies Act 1985. 
Basis of consolidation and goodwill
The Group financial statements consolidate the financial statements of Quantica plc and its subsidiaries drawn up to
28 November 2003. The results of subsidiaries acquired or sold are consolidated for the periods from or to the date
on which control passed, using the acquisition method of accounting.
Purchased goodwill arising on consolidation in respect of acquisitions before 27 November 1998, when FRS 10 “Goodwill
and Intangible Assets” was adopted, was written off to reserves in the year of acquisition. When a subsequent disposal
occurs any related goodwill previously written off to reserves is written back through the profit and loss account as part
of the profit and loss on disposal.
Purchased goodwill (representing the excess of the fair value of the consideration given and associated costs over the fair
value of the separable net assets acquired) arising on consolidation in respect of acquisitions since 27 November 1998 is
capitalised. Positive goodwill is amortised to £Nil by equal annual instalments over its estimated useful life, normally 20 years. 
Where the Group acquires start-up businesses whose principal asset is the goodwill associated with the vendor’s expertise
in the sector, consideration payable to the vendor, including that related to the future performance of the business, is treated
as a cost of investment as long as certain criteria are met, including the identification of separable intangible assets.
The goodwill arising on the acquisition is capitalised and written off in line with the life of the underlying asset up to
a maximum of three years.
On the subsequent disposal or termination of a business acquired since 27 November 1998, the profit or loss on disposal
or termination is calculated after charging the unamortised amount of any related goodwill.
When the Group has acquired shares in other companies by the issue of shares and the requirement of Section 131 of the
Companies Act 1985 have been satisfied, the Group has utilised the merger relief provisions available and the issue of shares
is recorded at nominal value and any premium is credited to the merger reserve.
The Directors consider annually whether a provision against the value of investments on an individual basis is required.
Such provisions are charged in the profit and loss account in the year. 
As provided by Section 230(4) of the Companies Act 1985, no profit and loss account is presented for Quantica plc. The profit
for the financial year dealt with in the financial statements of Quantica plc was £263,000 (2002: £536,000). 
Turnover
Turnover represents amounts receivable for goods and services provided in the normal course of business, net of trade
discounts, VAT and other related taxes. 
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided on all tangible fixed assets, at rates
calculated to write off the cost, less estimated residual value, of each asset on a straight line basis over its expected useful
life, as follows:
Office equipment 3 to 10 years
Motor vehicles 4 years
Investments
Fixed asset investments are shown at cost less provision for any impairment in value.
Leasing and hire purchase commitments
Assets obtained under hire purchase contracts and leases, which result in the transfer to the Company of substantially all
the risks and rewards of ownership (finance leases) are capitalised as tangible fixed assets at the estimated present value
of underlying lease payments and are depreciated in accordance with the above policy. Obligations under such agreements
are included in creditors net of finance charges allocated to future periods. The finance element of the rental payments is
charged to the profit and loss account over the period of the lease or hire purchase contract so as to produce a constant
periodic rate of charge on the outstanding balance of the net obligation in each year.
Rentals paid under other leases (operating leases) are charged against income on a straight line basis over the lease term. Quantica plc 
Annual Report 2003
NOTES TO THE FINANCIAL STATEMENTS 24
1. Accounting policies (continued)
Deferred taxation
Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items
for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise
required by FRS 19 “Deferred Tax”.
Foreign currencies
Assets, liabilities, revenues and costs denominated in foreign currencies are recorded at the rates of exchange ruling at the
dates of the transactions; monetary assets and liabilities at the balance sheet date are translated at the year end rates of
exchange. All resulting exchange differences are dealt with in the profit and loss account in the period in which they arise.
On consolidation, differences on exchange arising from the translation of the opening net investments in subsidiary and
associated companies at the year end exchange rates, together with the differences arising from the translation of the results
at the average rate compared to the year end exchange rate, are taken directly to reserves. 
Pension costs
Company contributions made to certain employees’ personal pension plans are charged to the profit and loss account in the
year in which they are payable.
2. Segment information
The Directors regard the Company as carrying on one continuing class of business, namely the provision of recruitment
consulting and training services. Turnover and operating profit are incurred materially within the United Kingdom.
3. Exceptional items
Exceptional costs in the current period reflect the cost of closure of the Technology office in Hemel Hempstead as the final
stage of the Technology business relocation to Elland.
Year ended Year ended
28 November 29 November
2003 2002
£’000 £’000
Employee termination costs 308 549
Office closures/move costs 252 216
Loss on disposal of fixed assets — 56
Other impairments and asset write offs 29 95
Other costs 11 34
Total 600 950
These items reduce the tax charge by £180,000 (2002: £285,000).
4. Operating profit/(loss)
Operating profit/(loss) is stated after charging:
Year ended Year ended
28 November 29 November
2003 2002
£’000 £’000
Depreciation and amounts written off tangible fixed assets
– owned 313 446
– held under finance leases and hire purchase contracts — 24
Loss on sale of fixed assets — 56
Amortisation of goodwill 400 300
Goodwill impairment losses — 3,871
Operating lease rentals
– plant and machinery 96 47
– other 334 311
Auditors’ remuneration for audit services
– Company 7 7
– Group 54 50
Amounts payable to the auditors and their associates by the Company and its subsidiary undertakings in respect of non-audit
services were £58,000 (2002: £54,000). These relate mainly to fees for the provision of tax services of a compliance nature. Quantica plc 
Annual Report 2003
25
5. Interest payable and similar charges
Year ended Year ended
28 November 29 November
2003 2002
£’000 £’000
Loans and overdrafts 428 483
6. Directors and employees
Year ended Year ended
28 November 29 November
2003 2002
Number Number
The average weekly number of persons (including Directors) employed by the Group 
during the year was:
Administration and consulting 227 248
£’000 £’000
Their aggregate remuneration comprised:
Wages and salaries 5,512 5,150
Social security costs 557 525
Other pension costs 109 132
6,178 5,807
Details of Directors’ remuneration are set out in the Report on Directors’ Remuneration on pages 13 to 15.
7. Tax on profit/(loss) on ordinary activities
The tax charge comprises:
Year ended Year ended
28 November 29 November
2003 2002
£’000 £’000
Current year
Corporation tax at 30% (2002: 30%) 354 251
Prior years
Corporation tax (100) (77)
Total current tax 254 174
Year ended Year ended
28 November 29 November
2003 2002
Tax reconciliation £’000 £’000
Profit/(loss) before tax 779 (3,443)
At 30% 234 (1,033)
Effects of:
Expenses not deductible for tax purposes (goodwill and impairment charges) 120 1,284
Prior year adjustments (100) (77)
Actual charge 254 174
There is no deferred tax asset or liability that requires disclosure under FRS 19 “Deferred Tax”. Quantica plc 
Annual Report 2003
NOTES TO THE FINANCIAL STATEMENTS 26
8. Dividends paid
Year ended Year ended
28 November 29 November
2003 2002
£’000 £’000
Ordinary shares – final proposed 1.0p (2002: 1.0p) 404 404
9. Earnings per share
The calculation of basic earnings per share is based on a profit after tax of £525,000 (2002: loss £3,617,000) divided by the
weighted average number of Ordinary shares in issue during the period of 40,392,024 (2002: 39,720,055).
Diluted earnings per share is calculated by dividing the profit attributable to Ordinary shareholders of £525,000 (2002: loss
£3,617,000) by the average number of shares in issue during the period of 40,392,024 (2002: 39,720,055) plus dilutive shares
of 156,033 (2002: 158,400) which totals 40,548,057 (2002: 39,878,455).
The Directors have presented an earnings per share figure based on the profit before goodwill amortisation and exceptional
items as they believe this represents the underlying performance of the Group. This is calculated based on the profit
attributable to Ordinary shareholders of £525,000 (2002: loss £3,617,000) plus goodwill amortisation of £400,000 (2002:
£4,171,000) and exceptional items of £600,000 (2002: £950,000), and less the profit on sale of fixed assets of £Nil
(2002: £100,000) and less the taxation effect of these items of £180,000 (2002: £285,000).
10. Intangible fixed assets
Goodwill
Group £’000
Cost
At 29 November 2002 7,883
Deferred consideration adjustment (253)
At 28 November 2003 7,630
Amortisation
At 29 November 2002 4,611
Charge for the year 400
At 28 November 2003 5,011
Net book amount
At 28 November 2003 2,619
At 29 November 2002 3,272
The Company has no intangible fixed assets.
In 2002 a deferred consideration estimate was made in respect of a start-up business operating in the construction market.
Consideration for this business is wholly deferred and is dependent upon future performance in the periods to 30 November
2005, up to a maximum of £750,000. The Directors have reviewed the expected level of deferred consideration based on
the estimated future performance of the business and on this basis have reduced the 2002 estimate by £253,000 (note 12). Quantica plc 
Annual Report 2003
27
11. Tangible fixed assets
Office Motor
equipment vehicles Total
Group £’000 £’000 £’000
Cost
At 29 November 2002 2,445 118 2,563
Additions 75 8 83
At 28 November 2003 2,520 126 2,646
Depreciation
At 29 November 2002 1,419 118 1,537
Charge for the year 305 8 313
At 28 November 2003 1,724 126 1,850
Net book amount
At 28 November 2003 796 — 796
At 29 November 2002 1,026 — 1,026
At 28 November 2003 the cost of leased assets amounted to £Nil (2002: £140,448) and the accumulated depreciation
amounted to £Nil (2002: £140,448).
Office
equipment
(all owned)
Company £’000
Cost
At 29 November 2002 655
Additions 52
At 28 November 2003 707
Depreciation
At 29 November 2002 116
Charge for year 69
At 28 November 2003 185
Net book amount
At 28 November 2003 522
At 29 November 2002 539 Quantica plc 
Annual Report 2003
NOTES TO THE FINANCIAL STATEMENTS 28
12. Fixed asset investments
Subsidiary
undertakings
Company £’000
Cost
At 29 November 2002 30,255
Reduction in deferred consideration (note 10) (253)
At 28 November 2003 30,002
Provisions
At 29 November 2002 4,863
At 28 November 2003 4,863
Net book value
At 28 November 2003 25,139
At 29 November 2002 25,392
Company investments
The following companies are the trading subsidiary undertakings of the Company at 28 November 2003, all of which are
registered in England and Wales except for Freight Train (Australia) Pty Limited which is registered in Australia.
The Company also owns 19 dormant companies all of which are registered in England and Wales. As permitted by Section
231(5) of the Companies Act 1985 a list of these subsidiary companies has not been presented. A full list of companies will
be included with the next annual return to the Registrar of Companies.
Company Class of holding Principal activity Proportion held
Quantica Holdings Limited* Ordinary £1 Holding company 100%
Quantica Group Limited Ordinary £1 Recruitment and training consultants 100%
SWP Limited Ordinary £1 Recruitment consultants 100%
Freight Train (UK) Limited Ordinary £1 Training consultants 100%
Freight Train (Australia) Pty Limited Ordinary AUS$1 Training consultants 100%
Permanent Recruitment Solutions Limited* Ordinary £1 Recruitment consultants 100%
Healthcare Recruitment Solutions Limited* Ordinary £1 Recruitment consultants 100%
Quantica HNE Limited Ordinary £1 Recruitment consultants 100%
Reflex Career Services Limited Ordinary £1 Recruitment consultants 100%
DDI Consultancy Services Limited* Ordinary £1 Recruitment consultants 100%
Compro Computer Services Limited* Ordinary £1 Recruitment consultants 100%
On Line Search and Selection Limited* Ordinary £1 Recruitment consultants 100%
E-Commerce Recruitment Limited* Ordinary £1 Recruitment consultants 100%
Brave New World (Group) Limited* Ordinary £1 Recruitment consultants 100%
BCR Limited* Ordinary £1 Recruitment consultants 100%
Construction People Recruitment Solutions Limited* Ordinary £1 Recruitment consultants 100%
James Kimber Holdings Limited* Ordinary £1 Training consultants 100%
Quantica Teaching Solutions Limited* Ordinary £1 Recruitment consultants 100%
Quantica Selection Training Limited Ordinary £1 Training consultants 100%
*held directly by Quantica plc. Quantica plc 
Annual Report 2003
29
13. Debtors
Amounts falling due within one year:
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Trade debtors 3,464 3,236 9 —
Amounts owed by Group undertakings — — 18,053 16,962
Other debtors 574 617 3 —
Prepayments and accrued income 1,245 895 59 99
5,283 4,748 18,124 17,061
14. Creditors: amounts falling due within one year
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Bank loans and overdraft 2,186 2,133 3,933 2,869
Trade creditors 541 735 209 118
Amounts owed to Group undertakings — — 14,524 14,373
Corporation tax 830 770 — —
Other taxes and social security costs 884 601 — 25
Other creditors 448 592 56 —
Deferred consideration — 100 — —
Accruals and deferred income 1,450 1,040 385 355
Proposed dividends 404 404 404 404
6,743 6,375 19,511 18,144
15. Creditors: amounts falling due after more than one year
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Bank loans 4,676 5,276 4,676 5,276
Deferred consideration 200 453 200 453
4,876 5,729 4,876 5,729 Quantica plc 
Annual Report 2003
NOTES TO THE FINANCIAL STATEMENTS 30
16. Borrowings and financial instruments
Borrowings are analysed as follows:
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Wholly repayable within five years:
Bank overdraft 1,586 1,533 3,333 2,269
By instalment - bank loans 5,276 5,876 5,276 5,876
The Group’s financial instruments comprise cash, liquid resources, bank loans and various items such as trade debtors and
trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for
the Group’s operations and to provide funding for potential acquisitions.
During the year the Group had no derivative transactions.
It is, and has been throughout the year to 28 November 2003, the Group’s policy that no trading in financial instruments shall
be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The Board reviews and
agrees the policies for managing each of these risks and they are summarised below. These policies have remained unchanged
throughout the year to 28 November 2003 and the financial position of the Group at that date is consistent with these policies.
Interest rate risk
The Group’s credit facilities attract interest at rates dependant upon a margin above LIBOR, the Directors regularly review the
cost of these facilities and consider whether they remain appropriate to the Group’s operations.
Liquidity risk
Short term flexibility is achieved by the use of the Group’s overdraft facility. Longer term funding is provided by the revolving
credit facility.
Foreign currency risk
The Group has one overseas trading company, Freight Train (Australia) Pty Limited.
All the Group sales, assets and liabilities are materially denominated in sterling, consequently the Directors consider the Group’s
exposure to currency fluctuations to be limited.
Borrowings
The Group has revolving credit facilities of £9.0m at the balance sheet date together with overdraft and ancillary bank facilities
of £6.0m. At 28 November 2003 the Group’s utilisation of these facilities was £6.9m. The bank facilities are secured on the
assets of the Group and attract interest of 1.6% above LIBOR. On the 29 November 2003 the borrowings were renegotiated
with revolving credit facilities of £7.0m together with overdraft and ancillary bank facilities of £5.0m. Interest remains at 1.6%
above LIBOR.
All of the borrowings are denominated in sterling and have floating interest rate terms.
Bank loans and overdrafts outstanding at 28 November 2003 are payable as follows:
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Amounts payable:
– on demand or within one year 2,186 2,133 3,933 2,869
– between one and two years 600 1,760 600 1,760
– between two and five years 4,076 3,516 4,076 3,516
6,862 7,409 8,609 8,145
The fair values based on discounting future cash flows at market rates of the Group’s financial liabilities at 28 November 2003
and 29 November 2002 are not significantly different from book values. Quantica plc 
Annual Report 2003
31
17. Share capital
28 November 2003 29 November 2002
Number £’000 Number £’000
Authorised
Ordinary shares of 1p each 237,600,000 2,376 237,600,000 2,376
Non-voting ‘A’ convertible redeemable deferred shares of 1p each 2,500,000 25 2,500,000 25
240,100,000 2,401 240,100,000 2,401
28 November 2003 29 November 2002
Number £’000 Number £’000
Allotted, called up and fully paid
Ordinary shares of 1p each 40,447,092 404 40,389,492 404
Non-voting ‘A’ convertible redeemable deferred shares of 1p each 2,500,000 25 2,500,000 25
42,947,092 429 42,889,492 429
At 13 November 2003, 57,600 shares were issued under the Crossley House Share Options Scheme at 28.3p giving rise to
a share premium of £15,742.
“A” Deferred shares
The rights attaching to the Non-Voting ‘A’ Deferred shares are:
(a) Voting:
no entitlement to receive notice of or to attend and vote at general meetings.
(b) Dividends:
no rights to any payment by way of dividend.
(c) Distribution of assets on winding up:
holders rank pari passu with the holders of the Ordinary shares for the purposes of a distribution of assets on a winding
up provided that each holder of Ordinary shares has already received £100,000 per Ordinary share pursuant to the
distribution on winding up.
(d) Redemption:
redeemable at the option of the Company on giving 14 days notice to the holders thereof at any time after the Conversion
Date. The redemption price is one pence per share.
Share options
During 2003, the following share options lapsed by reason of employees leaving the Group:
Scheme Ordinary shares under option Exercise price Exercise period 
Unapproved Executive Option Scheme 421,053 £0.57 06/04/04 to 06/04/11
Unapproved Executive Option Scheme 202,899 £0.69 17/10/04 to 17/10/11
EMI Scheme 175,438 £0.57 22/11/03 to 22/11/10
EMI Scheme 144,928 £0.69 17/10/04 to 17/10/11
EMI Scheme 175,438 £0.57 06/04/04 to 06/04/11 
During 2003 share options were issued at 48.5p under the existing Enterprise Management Incentive (“EMI”) scheme.
At 28 November 2003 the following options were outstanding under the Share Option Schemes:
Scheme Ordinary shares under option Exercise price Exercise period 
Crossley House Scheme 100,800 £0.28 16/02/01 to 29/01/05
Executive Scheme 241,934 £1.24 27/05/00 to 27/05/08
Unapproved Executive Option Scheme 222,222 £0.72 11/09/00 to 11/09/07
Unapproved Executive Option Scheme 289,855 £0.69 31/05/04 to 31/05/11
EMI Scheme 1,140,346 £0.57 06/04/04 to 06/04/11
EMI Scheme 144,928 £0.69 31/05/04 to 31/05/11
EMI Scheme 721,651 £0.48 12/11/07 to 12/11/14 Quantica plc 
Annual Report 2003
NOTES TO THE FINANCIAL STATEMENTS 32
18. Reserves
Capital Profit
Share Merger redemption and loss
premium reserve reserve account
Group £’000 £’000 £’000 £’000
At 29 November 2002 205 538 2,346 (6,576)
Retained profit for the year — — — 121
Share issues (note 19) 16———
Transfer (156) 156 — —
At 28 November 2003 65 694 2,346 (6,455)
The cumulative total of goodwill written off against reserves in respect of acquisitions prior to the issue of FRS 10 “Goodwill
and Intangible Assets” at 28 November 2003 was £22,509,000 (2002: £22,509,000).
Capital Profit
Share Merger Capital redemption and loss
premium reserve reserve reserve account
Company £’000 £’000 £’000 £’000 £’000
At 29 November 2002 205 1,886 13,749 2,346 504
Retained profit for the year ———— 263
Share issues 16————
Transfer (156) 156———
At 28 November 2003 65 2,042 13,749 2,346 767
The transfer relates to shares issued in respect of deferred consideration in 2002. Section 131 Merger Relief has been taken
in respect of these shares.
19. Reconciliations of movements in shareholders’ funds
Group Company
28 November 29 November 28 November 29 November
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Profit/(loss) for the year 525 (3,617) 667 536
Dividends (404) (404) (404) (404)
Retained profit/(loss) for the year 121 (4,021) 263 132
Share issues 16 706 16 706
Reduction in shares to be issued — (460) — (460)
Net (reduction in)/addition to shareholders’ funds/(deficit) 137 (3,775) 279 378
Opening shareholders’ funds/(deficit) (3,058) 717 19,119 18,741
Closing shareholders’ (deficit)/funds (2,921) (3,058) 19,398 19,119
20. Reconciliation of operating profit/(loss) to operating cash flows
Year ended Year ended
28 November 29 November
2003 2002
£’000 £’000
Operating profit/(loss) 1,207 (3,060)
Depreciation 313 470
Loss on sale of fixed assets — 56
Amortisation and impairment of goodwill 400 4,171
(Increase)/decrease in debtors (535) 1,733
Increase/(decrease) in creditors 355 (719)
Net cash inflow from operating activities 1,740 2,651 Quantica plc 
Annual Report 2003
33
21. Analysis of cash flows
2003 2002
£’000 £’000
Returns on investments and servicing of finance
Interest paid (428) (483)
Net cash outflow from returns on investments and servicing of finance (428) (483)
Taxation
UK corporation tax paid (194) (1,345)
Capital expenditure
Purchase of tangible fixed assets (83) (484)
Sale of tangible fixed assets — 410
Net cash outflow from capital expenditure (83) (74)
Acquisitions and disposals
Deferred cash consideration (paid)/repaid (note 20) (100) (300)
Purchase of subsidiary undertakings — (1,169)
Expenses of acquisition — (409)
Cash acquired with subsidiary undertakings — 43
Net cash (outflow)/inflow from acquisitions and disposals (100) (1,835)
Financing
Repayment of bank loans (600) (919)
Repayment of other loans — (1,036)
New bank loan — 2,248
Issue of shares 16 —
Capital element of finance lease payments — (28)
Net cash inflow from financing (584) 265
22. Analysis and reconciliation of net debt
At At 
29 November 28 November
2002 Cash flow 2003
£’000 £’000 £’000
Cash at bank and in hand (1,533) (53) (1,586)
Debt due within and after one year (5,876) 600 (5,276)
Finance leases (3) — (3)
Debt (5,879) 600 (5,279)
Total net debt (7,412) 547 (6,865) Quantica plc 
Annual Report 2003
NOTES TO THE FINANCIAL STATEMENTS 34
23. Financial commitments
Capital commitments are as follows:
At At
28 November 29 November
2003 2002
Group £’000 £’000
Contracted for but not provided — —
Annual commitments under non-cancellable operating leases are as follows:
28 November 2003 29 November 2002
Land and Land and
buildings Other buildings Other
Group £’000 £’000 £’000 £’000
Expiry date
– within one year 73 26 14 17
– between two and five years 230 70 277 30
– after five years 31 — 20 —
334 96 311 47
Leases of land and buildings are typically subject to rent reviews at specified intervals and provide for the lessee to pay all
insurance, maintenance and repair costs.
24. Pension arrangements
The Group contributes to certain employees’ personal pension plans. The assets of these schemes are held separately from
those of the Group. The net cost of these contributions in the year is £109,000 (2002: £132,000).
25. Contingent liabilities
The Company is party to a cross guarantee arrangement with certain fellow Group undertakings in relation to certain
Group borrowings.
26. Related party transactions
GWB plc is the holder of 17,885,483 shares representing 44.28% of the issued Ordinary share capital of the Company.
Gartland Whalley and Barker Corporate Finance Limited (a wholly owned subsidiary of GWB plc) has entered into an
agreement with Quantica plc to provide acquisition services. The agreement is non-exclusive and fees are negotiated
on an arm’s length basis. Fees charged by Gartland Whalley and Barker Corporate Finance Limited in 2003 were £73,603
(2002: £149,189). At 28 November 2003, the amount owed in respect of these fees was £18,965 (2002: £18,974).
The Company has taken advantage of the exemption in FRS 8 “Related Party Disclosures” and has not disclosed transactions
with companies in which it holds 90% or more of the issued Ordinary share capital.
27. Post balance sheet event
On 12 December 2003 the Group acquired Mansel Training Limited for a maximum consideration of £312,000. Quantica plc 
Annual Report 2003
35 NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Quantica plc will be held at Crossley House, Belle Vue Park,
Hopwood Lane, Halifax, West Yorkshire HX5 9DF at 11.30 am on 8 April 2004 for the following purposes.
Ordinary business
1. To receive and consider the report of the Directors and the accounts of the Company for the twelve months ended
28 November 2003.
2. To receive and consider the Report on Directors’ Remuneration for the twelve months ended 28 November 2003.
3. To declare a dividend.
4. To re-elect M T Waterhouse, a Director retiring in accordance with the Articles of Association.
5. To re-elect R E Turner, a Director retiring in accordance with the Articles of Association.
6. To re-appoint the auditors, KPMG Audit Plc.
7. To authorise the Directors to fix the remuneration of the auditors.
Special business
The following resolutions will be proposed of which resolution 8 will be proposed as an ordinary resolution and resolutions
9 and 10 as special resolutions.
8. Ordinary resolution
That the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 80 of the
Companies Act 1985 (the “Act”) to exercise all or any powers of the Company to allot, grant options over, offer or
otherwise deal with or dispose of relevant securities of the Company (which in this resolution shall have the meaning
given to that term in Section 80 of the Act) up to 13,482,364 Ordinary shares (representing approximately 1/3 of the
Ordinary shares in issue) but so that:
(a) this authority shall (unless previously revoked, varied or renewed) expire on the date being 15 months from the passing
of this resolution or if earlier on the conclusion of the next Annual General Meeting of the Company;
(b) this Company may before such expiry make an offer, agreement or other arrangement which would or might require
relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such
offer, agreement or other arrangement as if the authority hereby conferred had not expired; and
(c) this authority shall be in substitution for all previous authorities under Section 80 of the Act which are hereby revoked
but without prejudice to any allotment, offer or agreement made or entered into prior to the date of this resolution.
9. Special resolution
That subject to and conditional upon the passing of the resolution numbered 7 set out above, the Directors be and they
are hereby empowered pursuant to Section 95 of the Act to allot equity securities of the Company (which in this resolution
shall have the meaning given to that term in Section 94(2) of the Act) pursuant to the authority conferred by such resolution
as if Section 89(1) of the Act did not apply to any such allotment provided that this power shall be limited.
(a) to the allotment of equity securities in connection with a rights issue or other pre-emptive offer in favour of Ordinary
shareholders and holders of any other shares or securities of the Company that by their terms are entitled to participate
in such rights issue or other pre-emptive offer where the equity securities respectively attributable to the interests
of all Ordinary shareholders and such holders are proportionate (as nearly as may be) to the respective number
of Ordinary shares held by them or into which their shares or securities are to be deemed converted in calculating
the extent of their participation, but subject to such exclusions as the Directors may deem fit to deal with fractional
entitlements or problems arising in respect of any overseas territory or otherwise, and
(b) (otherwise than pursuant to sub-paragraph (a)) to the allotment of equity securities up to an aggregate nominal value
of £20,220; and
the authority given shall, unless revoked or renewed in accordance with Section 95(3) of the Act, expire on the date being
15 months from the passing of this resolution or if earlier on conclusion of the next Annual General Meeting of the Company
except that the Company may before the expiry of such period make an offer, agreement or other arrangement which would
or might require equity securities to be allotted in pursuance of any such offer, agreement or arrangement as if the power
here conferred had not expired. Quantica plc 
Annual Report 2003
NOTICE OF ANNUAL GENERAL MEETING 36
10. Special resolution
That in accordance with article 52 of the Company’s Articles of Association the Company be and is hereby generally
authorised to make market purchases (which in this resolution shall have the meaning given to this term in Section 163(3)
of the Act) of its own Ordinary shares of 1p each on the terms set out below:
(a) the maximum number of Ordinary shares of 1p each authorised to be purchased by the Company pursuant to this
resolution is 4,044,709 (representing 10% of the Company’s issued Ordinary share capital at the date of Notice
of Annual General Meeting); and
(b) the minimum price which the Company may pay for each of these shares (exclusive of expenses) is 1p and the
maximum price (exclusive of expenses) which the Company may pay for each of those shares will not be more than
5% above the average of the closing mid-prices (as derived from the London Stock Exchange Daily Official List) for
such Ordinary shares for the five dealing days preceding the date of purchase;
but so that this authority shall (unless previously varied, revoked or renewed) expire on the earlier of the date being
15 months from the passing of this resolution and the conclusion of the next Annual General Meeting of the Company,
except that the Company may before the expiry of this authority conclude any contract for the purchase of its own
Ordinary shares pursuant to the authority conferred by this resolution which contract would or might be executed wholly
or partially after the expiration of this authority as if the authority hereby conferred had not expired.
By order of the Board
R E Turner
Secretary Registered Office:
Quantica House, Lowfields
Elland, Halifax
West Yorkshire HX5 9DF
10 February 2004
Notes:
1 Any member entitled to attend and vote at the Meeting may appoint one or more other person(s) as a proxy or proxies
to attend and, in the event of a poll, to vote in his or her stead. A proxy need not be a member of the Company.
Shareholders will receive a Proxy Form with this document.
2 Proxy Forms, if used, must reach Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham,
Kent BR3 4TU not less than 48 hours before the time of the Meeting and in default will not be treated as valid.
Completion of a Proxy Form will not preclude shareholders from attending and voting at the Meeting in person should
they wish to do so.
3 The register of Directors’ interests in shares in, or debentures of, the Company or its subsidiaries and copies of the
Directors’ service contracts will be available for inspection at the registered office during business hours only on any
week day (excluding Saturday and public holidays) from the date of this Notice until the date of the Annual General
Meeting and for or least 15 minutes prior to the Meeting and until the conclusion of the Meeting.
4 A copy of this Notice is being sent to the holder of the warrants to subscribe for Ordinary shares in the capital of the
Company pursuant to a warrant instrument created by the Company and dated 27 May 1998.  CORPORATE STATEMENT
Quantica plc is a recruitment and training Group. The Group obtained a full
listing on the London Stock Exchange in June 1998. We operate in five main
areas; Legal, Technology, Search & Selection, Healthcare and Training, and
provide customers with a single source for recruitment and training needs
across each professional discipline. The Group also provides sub-contract
staff to the Construction, Healthcare and Technology sectors.
Each Division occupies a strong position in its own niche market, and also
benefits from considerable internal synergies. The decentralised and
entrepreneurial environment within which they operate, enables each Division
to maintain high operating margins, healthy returns on capital employed and
most importantly, provide its customers with particularly high levels of
personal service, thereby building shareholder value.
IFC Corporate statement
01 Financial highlights
02 Chairman’s statement
04 Chief executive’s review
06 Review of operations
08 Financial review
09 Board of directors
10 Company advisors
11 Directors’ report
13 Report on directors’ 
remuneration
16 Corporate governance
19 Independent auditors’
report
20 Consolidated profit
and loss account
21 Balance sheets
22 Consolidated cash
flow statement
22 Reconciliation of net
cash flow to movement
in net debt
23 Notes to the financial
statements
35 Notice of annual 
general meeting
IBC Group companies 
and addresses
Quantica plc 
Annual Report 2003
GROUP COMPANIES AND ADDRESSES
T HE D ESIGN P ORTFOLIO
a member of the flathill communications group plc
www.flathillplc.com
designed & produced by
Head Office
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 310088
Email: plc@quantica.co.uk 
Construction People
Recruitment Solutions
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 377733 
Email: construction@quantica.co.uk
The Business Centre
23 Northenden Road
Sale
Cheshire M33 2DH
Tel: 0161 9736226
Email: construction@quantica.co.uk
Quantica Healthcare
Elmhurst
22a Brooklands Avenue
Cambridge CB2 2DQ
Tel: 01223 303093
Email: healthcare@quantica.co.uk
1 The Courtyards
Phoenix Square
Severalls Business Park
Wyncolls Road
Colchester CO4 9PE
Tel: 01206 228333
Email: healthcare@quantica.co.uk
1a The Hamlet
Hornbeam Square West
Hornbeam Park
Harrogate HG2 8RE
Tel: 01423 870044
Email: healthcare@quantica.co.uk
225 India Buildings
Water Street
Liverpool L2 1BD
Tel: 0151 2279300
Email: healthcare@quantica.co.uk 
Rowan House
28 Queens Road
Hethersett
Norwich NR9 3DB
Tel: 01603 813969
Email: healthcare@quantica.co.uk
2/3 Watsons Chambers
Business Centre
5-15 Market Place
Castle Square
Sheffield S1 2GH
Tel: 01142 211688
Email: healthcare@quantica.co.uk
Quantica Legal
Thomas Court
East Street
Colchester CO1 2TR
Tel: 01206 871971
Email: legal@quantica.co.uk
3 Washington Chambers
Stanwell Road
Penarth
Cardiff CF64 2AF
Tel: 02920 711914
Email: legal@quantica.co.uk
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 370011 
Email: legal@quantica.co.uk
Quantica Search & Selection
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 370011
Email: searchselection@quantica.co.uk
Friars Court
Aylesbury
Buckinghamshire HP20 2SJ
Tel: 01296 338259
Email: searchselection@quantica.co.uk
1a The Hamlet
Hornbeam Square West
Hornbeam Park
Harrogate HG2 8RE
Tel: 01423 871770
Email: searchselection@quantica.co.uk 
Quantica Technology
Quantica House
Lowfields
Elland
Halifax
West Yorkshire HX5 9DF
Tel: 01422 377377
Email: technology@quantica.co.uk
Quantica Training
Thomas Court
East Street
Colchester CO1 2TR
Tel: 01206 877 277
Email: training@quantica.co.uk
Second Floor
Euro House
54-66 High Street
Hounslow
Middlesex TW3 1NW
Tel: 020 8814 1484
Email: training@quantica.co.uk
James Kimber Holdings Limited
Second Floor
Euro House
54-66 High Street
Hounslow
Middlesex TW3 1NW
Tel: 020 8814 1888
Email: training@quantica.co.uk
Quantica Selection Training Limited
The Business Centre
23 Northenden Road
Sale
Cheshire M33 2DH
Tel: 0161 2833773
Email: training@quantica.co.uk 
Quantica Mansel Training
7 School Road
Sale
Cheshire M33 1XY
Tel: 0161 9699017
Email: training@quantica.co.uk
Victory House
Level 2
8 Crofts Avenue
Hurstville NSW 2220
Australia
Tel: 00612 95851522
Email: training@quantica.co.uk  Professionals at work
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
HEALTHCARE LEGAL SEARCH&SELECTION TECHNOLOGY TRAINING
Annual Report and Accounts 2003
Quantica plc
Quantica House, Lowfields
Elland, Halifax
West Yorkshire HX5 9DF
Tel: 01422 310088
Email: plc@quantica.co.uk
Quantica plc Annual Report and Accounts 2003