GSH Group
Annual Report and Accounts
for the year ended 31 July 2004
GSH Group Annual Report and Accounts for the year ended 31 July 2004
Innovative solutions in
facilities management
® GSH Group is an international provider of integrated facilities management
solutions. The group specialises in the management and delivery of complex
contracts primarily for blue-chip customers and has a reputation for superior
service delivery underpinned by leading-edge technology systems.
Our client base
1 Highlights
2 Chairman’s Statement
4 Chief Executive’s Review
6 Financial Review
8 Corporate and Social Review
16 Group Board
17 Senior Management
18 Directors’ Report
19 Directors’ Responsibilities
20 Independent Auditors’ Report
21 Consolidated Profit and Loss
Account
22 Consolidated Statement of Total
Recognised Gains and Losses
23 Consolidated Balance Sheet
24 Balance Sheet
25 Consolidated Cash Flow
Statement
26 Reconciliation of Movements 
in Shareholders’ Funds
27 Accounting Policies
29 Notes to the Financial Statements
44 Advisers
Contents
GSH: A leading provider of cutting edge
facilities management solutions GSH Group Annual Report and Accounts 2004 01
Operational highlights
Financial highlights
/ Excellent growth of contract base
– 200 new contracts worth £105 million secured during the year
– Total of 1,076 contracts under management at year end
– Key contract wins included M&S, HP , Diageo and HBOS Retail
/ Success in contract extensions and rebids
– 50% of top ten contracts (by revenue) were renewed during 
the period
– Extended contract wins of £90 million including T-Mobile and HBOS 
/ International businesses performing well
/ Early success of energyplus roll-out resulting in £4 million new
contracts in 2004
/ Strong order book with a number of new contract wins since
the year end
/ Profit before tax rose by 22.8% to £3.5 million
/ Record level of new business signed at £105 million
/ Turnover increased to £101.8 million — despite streamlining 
of portfolio
/ Cash reserves at year end £5.5 million
/ Contracted order book stood at £491.7 million at year end
Turnover
2004: £101.8m
2003: £86.1m
2002: £81.0m
Profit Before Tax
2004: £3.5m
2003: £2.9m
2002: £2.4m 2 GSH Group Annual Report and Accounts 2004 02 GSH Group Annual Report and Accounts 2004
Chairman’s Statement
GSH: Innovation drives us
“GSH has continued its excellent progress
in the year and has been awarded a
significant number of new contracts.”
I am pleased to report that the last year has been a very successful one
for GSH Group with further growth in both turnover and profits.
At GSH success is not just measured in financial terms, but also in
growth and development of the group, delivering against our strategic
goals and also in terms of our people, as good results are a reflection
of their skill and hard work.
Financial Results
Group turnover has increased 18.2% over the period to £101.8 million
and was achieved despite our strategic withdrawal from a number of
underperforming contracts. Operating margins have improved as our
energy management related turnover starts to build and the effects of
our restructuring in the previous year have a positive effect.
Profit after tax in the year to 31 July 2004 was £2.05 million and our
order book stands at £491.7 million.
Our business is consistently cash generative and cash reserves at the
year end were £5.5 million. 
Trading Review
GSH provides a comprehensive range of bespoke facilities
management solutions and operates in the top tier in its marketplace
with the highest levels of service delivery capability.
GSH has continued its excellent progress in the year and has been
awarded a significant number of new contracts as well as expanding
the scope of a number of existing contracts and extending average
contract terms.
The group’s ongoing strategy is focused on the growing trend towards
contracted-out FM, currently a highly fragmented market which is
estimated to be worth £59.3 billion in the UK and growing at an
annual rate of 3%. 
Board Changes
I was pleased to announce, in  July 2004, a strengthening of the
management team with the appointment of two main board directors. 
Bob Gilbert will take on the role of Non-Executive Chairman and I will
continue to serve on the board in the non-executive role of Group
President. Bob is a highly experienced, senior corporate lawyer and is
the former chairman of Everest Foods and Plumb Holdings plc. 
Rob Painting joins the board as a Non-Executive Director. Rob is a
Chartered Accountant and has spent more than 20 years in senior
positions with blue-chip companies, including 15 years as Finance
Director of Keller plc. 
These appointments are in line with the group’s strategy as we grow
and develop, to bring new skills and expertise to the board to support
our ambitious growth plans.
People
Across the group I am encouraged by the quality and enthusiasm of
the people in our business. In a business that relies on collaborative
working and innovative solutions, it is critical that we have the right
team who are well trained and motivated to continue to deliver
excellent results and the superior level of service our customers have
grown to expect.
Our employees are key to the group’s success and I would like to thank
each and every one for their considerable efforts in making this such a
successful year. 
Outlook
The group enters the new year in a strong financial position. Our order
book stands at £491.7 million and we have a full pipeline of
opportunities. As the market continues to grow and develop, GSH
remains at the forefront offering innovative value added services.
We have a team of directors who bring considerable experience,
knowledge and skill to the business and I look to the future with
confidence and to delivering another period of progress and growth.
Ian Scarr-Hall
Chairman
31 July 2004 GSH Group Annual Report and Accounts 2004 3 GSH Group Annual Report and Accounts 2004 03
Our range of services:
/ BUILDING ENGINEERING
/ ENERGY MANAGEMENT
/ ENVIRONMENTAL SERVICES
/ FABRIC MAINTENANCE
/ HELPDESK
/ LANDSCAPING
/ SECURITY
/ SPECIALIST & GENERAL CLEANING
/ WASTE MANAGEMENT
Our Technology:
Sophisticated, comprehensive and robust information
and communications technologies sit at the heart of
every GSH contract. As the industry moves towards the
delivery of full-service FM contracts, our centralised
global facilities management system continues to give
us a competitive edge. We have invested significantly
in our operating systems and new integrated
technologies, which not only improve our own
operational efficiencies but also enable us to further
improve customer service levels, saving our customers
time and money.
Training & Staff Development:
Our staff are key to the group’s success and training is
vital to our service delivery at all levels within the
business. Staff are motivated to achieve excellence
through our innovative training and there is a
comprehensive programme for every employee at
every level. GSH is a true investor in people. We have
developed our commitment to all staff, identifying
good practice results in continuous improvement. All
employees are actively encouraged to develop through
the company. 04 GSH Group Annual Report and Accounts 2004
Introduction
2004 was another strong year for the group, both financially and
operationally. 
Our growth has been accelerated by listening to our marketplace. We
have reflected customer demand for an integrated FM and contract
energy management service that is available nationwide. 
We continue to differentiate ourselves by our innovative use of
technology and excellence in service delivery and I am pleased to
report another year of growth in both turnover and profits.
Operations
Our approach has always been one of total commitment to our
customers. We understand that every business is different, having an
individual history, matrix of products and profile of its own customers
and therefore each customer requires a unique strategy to deliver its
FM requirements.
During the year we secured a total of 200 new contracts worth £105
million, giving us a total number of contracts under management of 1,076.
In particular, we have won new contracts for HP and Diageo, providing
a wide range of FM services including energyplus for Diageo.
We place a great deal of emphasis on client retention and it is an
important element to our strategy. Relationships with many of our
customers go back over many years and this is reflected in our rates of
contract renewal and enhancement. Of the top ten contracts (by
revenue) during the year to 31 July 2004, I am pleased to report that
half of these contracts were represented by renewed contracts. Also
this year, we have focused on enhancing our range of services which
has resulted in the expansion and extension of a number of existing
contracts. 
Our contract with HBOS goes from strength to strength. We have
continued to expand the range of services that we are providing to
them and in April this year we were awarded a further contract for the
provision of mechanical and electrical services for approximately 1,400
retail branches in England, Ireland and Wales. 
The T-Mobile contract is another good example of the strength of our
client relationships. In February 2004 we secured a further contract to
supply T-Mobile with mobile emergency generator units throughout
the UK.
We have continued to invest in our cutting-edge ICT systems ensuring
that our data management systems continue to lead the market. The
system has been implemented over the last two years and is now
bringing significant benefits to the group. This year we completed the
roll-out of Blackberry hand held technology units and developed
convergent ‘real time’ delivery models. 
Another recent product innovation has been the launch of an online
statutory compliance monitoring product — “the virtual log book”. This
product is linked directly to our Maximo system and enables customers
to search for, interrogate and print electronically stored statutory
certificates relating to the plant and properties managed by the group.
We will continue to develop this product by adding additional
functionality but early indications from clients have been very positive.
energyplus
Our contract energy management solution, energyplus, was formally
launched in January 2004 and we have won a number of new
contracts in the period including Ikea and Diageo. Energy management
accounted for approximately £7.8 million of turnover in the period
compared with £4.7 million in 2003.
An increased emphasis in the FM marketplace is now being placed on
energy efficiency through increasing legislation, and this represents a
significant opportunity for GSH. We are already maximising
opportunities to cross-sell this service to existing clients and, given the
changing marketplace, we remain confident of the growth potential
for this important product.
We are constantly refining and developing multi-service, tailor-made
packages for clients. Energy management will be a key customer
requirement going forward and we believe we have competitive
advantage as the market evolves.
International
Our overseas businesses in Continental Europe and the USA have
performed well and our international business now accounts for 20%
of group turnover.
Our business in the USA has been growing steadily since we first
opened an office in Chicago in 1996. Since then we have built up a
strong business and we now operate a total of 115 contracts in the
USA. This year we were delighted to be awarded our first contract in
New York City. The company has been awarded the facilities
maintenance contract for the new global headquarters of blue-chip
Chief Executive’s Review
Key Highlights 2004
/ £105m new contract wins including J D Williams, Ikea and Diageo
/ A number of key contract renewals and extensions
/ Formal launch of innovative energyplus
/ Established national contact centre
/ Launch of “Virtual Log Book”
“We continue to differentiate ourselves by our innovative
use of technology and excellence in service delivery . . .” GSH Group Annual Report and Accounts 2004 05
property management company, The Gale Company, based on 5th
Avenue in mid-Manhattan. 
In Europe we won a significant number of new contracts, including
KPN Cyber Center, Orange and The Sheraton Hotel, Schiphol Airport.
Customer Relationship Management
Last year we completed an important operational change in the roll-
out of dedicated client teams across all our major contracts. Each
account is headed by a Key Account Director in order to interface with
the client at a strategic level. National service delivery is managed from
an operational headquarters located usually within the vicinity of the
customer’s premises. 
This approach has been well received by customers. On a day-to-day
basis there are clear benefits from a single overall point of contact and
strong communications between GSH staff and their customer
counterparts. 
This is further enhanced by our integrated IT solutions ensuring
customer, account management and operatives can quickly access up-
to-date job status information.
We have established a National Mobilisation Team to ensure a seamless
and fast start-up on contracts.
National Contact Centre
Utilising new and best of breed software we have developed a
National Contact Centre at our Head Office in Stoke-on-Trent. This
provides helpdesk facilities with 24/7 coverage, 365 days a year across
the group’s contract base in the UK, Eire and USA.
Training
As a group we invest an average of 15% of our profit into a dedicated
training fund. Training is key to our service delivery at all levels within
the business and to promote this we operate an apprentice scheme,
graduate trainee scheme and mentoring process. As a result, our staff
retention far exceeds the industry average.
Our apprentices are offered comprehensive training programmes to
make sure they all gain key skills. This scheme is a key investment in
the future for GSH as we bring people through the business who have
been properly trained in modern FM practices in line with our overall
development strategy. 
Awards
Accreditation is an important way of recognising our efforts and
achievements and is valued both internally by our employees and
externally by our clients. This year we were delighted to become the
joint winner of the e-business award at The National Business Awards.
One of our employees also won the Apprentice of the Year Award and
was highly commended by the BIFM in the e-business category. 
For the second consecutive year our ICT system won the Sentinel ICT
Award for Innovation. 
Current Trading and Prospects
The new financial year has started well and will benefit from a number
of significant contracts that were won or renewed in the year to
31 July 2004. Our firm contracted order book already stands at £491.7
million. This does not take into account new business that will be
added throughout the year, contract renewal or any additional works
on existing contracts that historically has amounted to an additional
56% of firm contracted revenue.
Since the period end we have won a number of new contracts
including a five year contract to manage two million square feet of
retail locations on behalf of Standard Life, which includes the 
Whiteleys Shopping Centre in Queensway, London and the Churchill
Centre in Brighton.
Our market is constantly changing and we anticipate over the next few
years that full FM contracts will become more prevalent as customers
seek to simplify their FM structure. GSH is well positioned to take
advantage of the significant opportunities this trend offers as 
contracts become larger and more complex and cover an increasing
number of sites.
Colin Tennent
Chief Executive Officer
31 July 2004
42
TESCO
5
M&S
7
L S TRILLIUM
11PRUDENTIAL
8
2
DIAGEO
5
HBOS
1
HP
21
4
T MOBILE
THORNTONS
AT&T
Our longest standing customer has
been with us for 42 years! 06 GSH Group Annual Report and Accounts 2004
Turnover and Profit
Total turnover in the year was £101.8 million, representing a growth of
18.2% on 2003, and was achieved despite our withdrawal from a
number of underperforming contracts. This included a solid
contribution from the UK and USA businesses and a 21% turnover
growth in Continental Europe. 
Our operating margins have also improved due to the build-up in
energy management related turnover, which has been achieved with
little incremental addition to overheads, and margins have also
benefited from our prior year restructuring. This has translated into a
profit before tax of £3.5 million, an increase of 22.8% year on year.
Disposals
In May 2004 we disposed of the trade and certain assets of George S
Hall HSS Limited. This decision was made in order to strategically focus
on our targeted market, which does not presently include local
authorities and housing associations.
Taxation
The group’s effective tax rate in 2004 was 42%. The tax assessed for
the year is higher than the standard rate of corporation tax in the UK
(30%) and the differences are explained in note (6) to the accounts. 
We recognise that the tax rate is high, reflecting the nature of our
business. However, actions have been put into place with the objective
of reducing this going forward.
Dividends
For the year to 31 July 2004 a total of £1.55 million was paid to
shareholders.
Capital Expenditure
Capital expenditure in the year amounted to £571,000. This reflects
our commitment to ensure that the group’s workforce is fully equipped
with the best technology, allowing us to continue to provide a good
service to our clients.
Cash and Cash Management
Cash reserves at year end were £5.5 million. The highly cash
generative nature of the business means that the group has always
been able to fund its ongoing activities from its own resources. The
board’s ongoing policy is to continue to finance the group through
cash generated from its operations. The cash flow dynamics are such
that, even with continued and significant organic growth, there is an
overall inflow of cash.
Bank overdraft facilities are maintained across the group to give
flexibility if required. The group has been in a net cash position
throughout the year.
Treasury Management
The group treasury function has responsibility for managing and
reducing financial risk and ensuring sufficient liquidity is available to
meet foreseeable needs. It operates within reporting systems and
procedures approved by the board that are continually reviewed and
updated as appropriate.
The group does not enter into material cross border transactions in 
the normal course of its business and, therefore, the currency risk 
is minimal.
Pensions
The group operates a defined contribution pension scheme whose
assets are held separately from those of the group in an independently
administered fund. 
The group also operates or participates in four defined benefit schemes
and 5% of employees are members of these schemes.
The pension cost charge representing contributions payable by the
group amounted to £1,084,000 (2003: £1,325,000). Contributions
totalling £147,000 (2003: £98,000) were payable to the funds at the
year end and are included in creditors.
Risk Management
The group finance function is a robust and integrated operation that
has overall control of group activities. 
From an operational standpoint we have strict internal control and risk
management. This, together with strong financial controls across the
group as well as full and transparent reporting, enables us to maintain
and deliver a strong and predictable business performance.
David Simons
Chief Financial Officer
31 July 2004
Financial Review
“The build-up in energy management related turnover
has contributed to improved operating margins.”
Year Ended Year Ended
31 July 2004 31 July 2003
£000 £000
Turnover 101,821 86,125
Operating profit 3,513 2,955
Profit before tax 3,518 2,865
Profit after tax 2,052 1,892
Cash flow from operating activities 4,104 3,788 GSH Group Annual Report and Accounts 2004 07 08 GSH Group Annual Report and Accounts 2004
Vision and Values
GSH’s vision is to be the premier provider of innovative facilities
management solutions.
As a business, we are committed to being the most professional,
innovative and trustworthy company in the facilities management
industry. Our activities are conducted in a manner that reflects our
values: honesty, integrity, professionalism and ethical conduct.
In order to achieve our vision, we recognise that our values should be
reflected in all our business relationships. We are also committed to
improving on existing relationships by:
 striving to achieve best practice;
 seeking innovations and initiatives which add value;
 investing in the training and development of our employees.
We believe that health and safety and environmental issues are of the
highest importance and these are accordingly treated with priority.
Corporate Governance
GSH is committed to the principles of Corporate Governance and
believes that an effective system of Corporate Governance supports
the enhancement of shareholder value. 
In recognition of this and in accordance with best practice, two
independent non-executive directors were appointed to the board in
July. This was immediately followed by the formation of the Audit,
Remuneration and Nomination Committees. 
GSH is confident that these recent changes will result in the further
enhancement of internal controls and will ensure that we comply with
the key requirements of the Combined Code of Practice.
Social Responsibility
GSH aims to contribute economically, environmentally and socially
within the community.
We will undertake biodiversity projects in consultation with clients to
create areas for wildlife whilst balancing the overall aesthetic needs
and safety requirements. A variety of conservation techniques are
employed including bat and bird boxes and replanting schemes to
preserve endangered or declining local species.
GSH operates its own Charity Fund and undertakes fund-raising on a
regular basis to support various local and national charities as
nominated by our employees or clients. Our main event is a themed
Charity Ball held every 18 months and at the last event, in February
2004, we raised £18,500 for The Donna Louise Trust and The Cystic
Fibrosis Trust.
Our employees are also encouraged to donate through our payroll
giving scheme to the Charity Fund. We also support employees in their
own fund-raising events.
Environment
In all our operations we are compliant with the requirements of
environmental legislation, regulations and best practice and we are
accredited to the Environmental Management System complying with
ISO 14001.
We are dedicated to responsible and inventive energy management
and we put this into practice throughout our premises and equipment.
Our innovative energy management service is exemplified by the
award-winning energyplus service offering guaranteed consumption
savings and reduced CO
2
emissions. GSH also demonstrates
environmental leadership in the USA as an accredited Energy Star
Partner — Energy Star is an Environmental Protection Agency
programme promoting the reduction of pollution by businesses and
institutions.
It is GSH’s policy that all work complies not only with the client’s waste
management requirements, but also with our own sustainability
strategy.
We have been involved in the management, carriage and disposal of
both special and non-special waste for a number of years. We work in
partnership with Onyx (part of Veolia Environment, a world leader in
environmental services) to provide a range of waste services to ensure
our clients are able to comply with the Environmental Protection Act
1990. This includes a number of services from waste collection, landfill
and recycling to security shredding.
GSH continually assesses and develops solutions to help our clients
achieve their own sustainable development programmes. 
“We are committed to being the most
professional, innovative and trustworthy
company in the facilities management industry.”
Corporate and Social Review GSH Group Annual Report and Accounts 2004 09
Health and Safety 
GSH is committed to achieving a high standard of health and safety
and compliance with current legislation is considered to be of utmost
importance. It is important to us that we manage health and safety
issues on a proactive basis and we fully recognise that reducing risks to
our workforce is an integral part of our business. We continually strive
to improve standards at all of our workplaces to reduce and mitigate
these risks. 
All operational managers are required to undertake formal health and
safety awareness training delivered by a recognised body, such as the
Institute of Safety and Health (IOSH) and National Examining Board of
Safety and Health (NEBOSH).
All new employees undertake a health and safety induction course at
the start of their employment and specific, detailed risk assessment
procedures are in place to ensure a high safety regime at all times.
In accordance with current legislation, all risk assessments are regularly
updated. Continued consultation with our workforce ensures that all
viewpoints and recommendations can be discussed and implemented
where appropriate.
People
GSH places great importance on the loyalty and commitment of all our
employees. We recognise that in order to gain these values the
company has to reciprocate these views. We see our workforce as our
greatest asset.
GSH has a policy of providing equal opportunities in respect of
recruitment, training, promotion and rewards. We respect cultural
differences and recognise the benefits of a diverse workforce. The
needs of disabled people are given full and fair consideration.
We have achieved Investor in People accreditation and the availability
of training and career development opportunities are an important
part of our business ethos. 
Through our apprentice scheme we are investing in GSH’s future by
training and developing FM operatives. On our graduate management
trainee scheme, young managers are groomed for senior management
through a comprehensive and individual personal development plan,
coupled with structured mentoring both from within and outside the
organisation.
GSH invests in continuous personal development and the retention of
a highly motivated team. As a result, we believe that our level of staff
retention far exceeds the industry average.
We value open and constructive two-way communication with our
employees. Communication is an important factor within our
organisation and we achieve this through regular briefings and
newsletters. Employees are encouraged to receive and share
information in our regular Project Talkback sessions. All employees are
encouraged to contribute ideas and rewards are given for any ideas
subsequently used.
In our commitment to make GSH a great place to work, we regularly
fund sports and social activities to encourage greater interaction
between team members. We also arrange activities where employees
are encouraged to include their families. 10 GSH Group Annual Report and Accounts 2004 Our Services
We have widened our scope of
services through a mix of controlled
organic growth and selective alliances.
GSH undertakes a wide range of facilities management
services on behalf of customers in a broad range of
industry sectors.
We have widened our scope of services through a mix of
controlled organic growth and selective alliances. Our
core services such as engineering, property maintenance,
landscaping and energy management are provided
directly by our employees. Additionally, we provide
catering, cleaning and security through third parties as
well as managing those service contracts for our
customers.
All or any combination of the services can be managed
and provided by GSH, giving our clients the reassurance
that their non-core activities are being managed in a
professional, innovative and cost-effective manner.
Services are provided on a planned, proactive and
reactive basis and are made available to customers on a
24 hour/365 day basis using our own help desks.
“GSH people are consistently high quality in their
approach and demonstrate real effort and
commitment in all they do”
Wayne Hellewell, JD Williams
GSH Group Annual Report and Accounts 2004 11 12 GSH Group Annual Report and Accounts 2004
Innovation and Technology
/ Flexible contact centre
/ Accurate asset management
/ Reduced mobilisation timescales
/ Swift job delivery and closure
One of the cornerstones of our success is our cutting-
edge technology.
We have invested significantly in our operating systems
and in new integrated technologies. Our information and
communication technologies are sophisticated,
comprehensive and robust.
We operate a centralised global private data network,
utilising the latest Internet and wireless technologies.
Maximo, a world-renowned facilities management
system, is our core business and contract operations
system.
We run Maximo centrally on a global basis and are able
to deliver contract management and our innovative
technologies internationally connecting all GSH and client
sites. This enables improved reporting across the board
with real-time visibility of job status which means
customers are better informed about the FM status of
their property portfolio than ever before.
We have developed several key innovations in order to
address the concerns of clients wishing to outsource their
facilities management:
 Hand-held based electronic asset tagging
 Automated labour loading and scheduling
 Wireless hand-held job delivery system
 Wireless reporting system
 Web-based Extranet reporting services
 SMS text-based interaction with Maximo
 Electronic web-based log books
The company’s centralised business operations network
and the use of wireless hand-held devices have
accelerated contract mobilisation timescales by 30%.
“The company’s network and integrated
business system enables them to provide a
specifically designed service to us and give us
the opportunity to subcontract our asset
management to GSH. GSH leverage the system’s
capabilities to provide us with key management
information in real-time. This is available
through their Extranet service. GSH is clearly
using their technology for clients’ benefit and
we are happy to be working with them in 
these endeavours.”
Martin Wilson, FM Development & Relationship
Manager HBOS
The need for research and development and continual
innovation within the product range is critical. Not only
does it improve our own operational efficiencies, but
enables us to further improve customer service levels and
saves our customers both time and money.
“GSH bring greater visibility to our
maintenance provision. Their solution enables
us to have real time access to job status and
fault reporting through a range of technology
tools.Working with GSH enables us to ensure
the built environment that supports our
business is performing to its best.”
Graham Cannon, European Operations Director HP
/ Transparent performance reporting
/ Standardised platform for 
further innovations
/ On-line real-time tailored reporting
Key Benefits GSH Group Annual Report and Accounts 2004 13 14 GSH Group Annual Report and Accounts 2004 energyplus
GSH Group Annual Report and Accounts 2004 15
The Carbon Trust estimates approximately
£12 billion worth of energy is wasted 
in the UK every year
Energy has risen to the top of the FM agenda as a result
of rising prices combined with a raft of measures from
the Government and EC. According to the Government’s
Energy White Paper, energy performance is set to
become a commercial priority in the pursuit of a low
carbon economy and in January 2006 the EC’s European
Energy Performance of Buildings Directive will change the
way buildings are operating by introducing energy
certification. 
This all leads to a requirement for businesses to improve
their energy performance and why GSH developed its
energyplus contract energy management service. 
energyplus is an innovative consumption saving, energy
management service that guarantees our clients a
minimum 5 per cent energy consumption saving (at no
cost to them). 
Typically, we carry out an initial analysis of a building’s
energy usage, costs and requirements based on
parameters such as site occupancy rates, function and
the level of “energy hungry plant” located on site. 
Over the course of the contract, energy consumption
levels are reduced by a combination of the promotion of
energy awareness and the maintenance of the building’s
internal conditions. Where appropriate, we advise on
making investment in energy-saving devices such as
building management systems and metering, monitoring
and lighting controls.
“The adoption of ‘energyplus’ has greatly 
assisted Ikea in meeting our annual energy
saving targets and has allowed us to make
capital investment budget savings. This solution
means that GSH manage other associated tasks
including daily administration and
environmental responsibilities, which in turn
enables us to focus on our core business.”
Steve Pettyfer, Ikea 16 GSH Group Annual Report and Accounts 2004
Group Board
Ian Scarr-Hall, 66, Chairman
Ian joined GSH in 1954 and is the grandson of the group’s founder. He
was appointed a director in 1968. Since his appointment as Chairman
and Managing Director in 1982, the Group has grown dramatically
from turnover of approximately £4 million to its current level. He is a
fellow of the Chartered Institution of Building Service Engineers, a
member of the European Federation of National Engineering
Associations, a fellow of the Institute of Mechanical Engineers and a
member of the Institutes of Energy and Chartered Engineers. 
Colin Tennent, 40, Chief Executive Officer
Colin graduated in 1986 with a degree in energy engineering and
joined WS Atkins as a consultant, focusing on building services and
energy management. He joined the group as a management trainee in
1988 and within two years became regional director for Scotland. Colin
established the group’s presence in mainland Europe and spent three
years founding and growing operations in the USA. In 2000, Colin was
appointed Chief Executive and since that time has overseen the
restructuring of the group’s UK operation and has delivered significant
revenue growth and cash generation whilst increasing profits.
David Simons, 52, Chief Financial Officer and 
Company Secretary
David is both a certified and chartered management accountant who
spent the first part of his career in the manufacturing and contracting
industries before he joined Coopers and Lybrand in 1985 as a
management consultant. A member of Euro FM, David has held senior
financial positions at Caradon plc, where he played a major role in the
reverse take-over of Carnaud Metal Box; at Tarmac, where he was
pivotal in the acquisition of PSA Projects from the public sector; and as
a finance director of WS Atkins plc’s property division. David joined
GSH in 2000 at the same time as Colin Tennent’s appointment as Chief
Executive. Since then, turnover has more than doubled with improved
operating margins and cash generation. Senior Management
GSH Group Annual Report and Accounts 2004 17
Christopher Kenneally, 43, Managing Director – GSH UK
Chris joined the group in 2001 and has five years’ experience in
facilities management and related industries. Chris previously held
board level positions at York International and Caradon Gent. Chris is
managing director of the group’s core business — large contracts within
the UK and Republic of Ireland, with a total turnover in the year ended
31 July 2004 of £67 million. Chris has an MBA in business management
from Open University Business School.
Frank Bosch, 37, Managing Director – Continental Europe
Frank has an engineering degree from Delft Technical University in the
Netherlands. He joined the group in 1993 after working as a project
manager for Fokker Aircraft BV. Frank’s initial role with the group was
to manage the start-up of Dutch operations based in Haarlem. Since
then, Frank has grown the business to a network of six branches
across the Netherlands and Belgium.
Mark Thomas, 44, Managing Director – GSH UK Regions
Mark joined the group in 2003 to head up the newly restructured
region-based service business in the UK and the Republic of Ireland.
Mark has extensive experience in the UK and overseas of business
support services and facilities management gained in senior
management positions at Amey, Citex Group and Drake & Scull FM.
Maxwell Segal, 45, Group Technology and Innovations Director
Maxwell has over 24 years of IT experience with particular expertise in
strategic IT design. He joined the group in 2001 to develop and
manage the implementation of a group-wide ICT strategy. He remains
responsible for future ICT development as well as service innovation
through technology. Maxwell previously held senior IT positions at
Luxfer Group, British Aluminium, British Alcan and Siemens. Maxwell
has an MBA in business administration from Bolton Institute.
Neil Murray, 30, President – USA Operations
Neil joined GSH in 1998 as a management trainee with a degree in
mechanical engineering and mathematics from Dublin University.
Previously he had worked as an operations manager for Stena Line. In
1999 Neil opened GSH’s operations in Dublin and was instrumental in
establishing the group’s presence in the Republic of Ireland. In the
autumn of 2002 Neil moved to head up the group’s operations in the
United States and has since led the further development of the United
States business with turnover growth of approximately 39 per cent. 18 GSH Group Annual Report and Accounts 2004
Directors’ Report
The directors submit their report and the group financial
statements of GSH Group Limited for the year ended 31 July
2004.
Principal Activities
The principal activity of the company is that of a holding
company providing management services to its subsidiary
companies.
The principal activity of subsidiary undertakings is the provision
of facilities management services and asset management.
Results and Dividends
The group trading profit for the year, after taxation, was
£2,052,000 (2003: £1,892,000).
The directors recommend a final dividend on the ordinary
shares of £1,200,000 (2003: £nil) making a total for the year
of £1,550,000 (2003: £800,000).
Review of the Business
A review of the business for the year ended 31 July 2004 is
included within the Chairman’s Statement, the Chief
Executive’s Review and the Financial Review.
Political and Charitable Contributions
The group made no political contributions during the year.
Donations to UK charities amounted to £13,145 (2003:
£7,639). Donations to UK charities in the year include £10,500
to Memorial Trusts, £1,840 to youth and community service
charities and £805 to a number of disability, illness and animal
charities.
Market Value of Land and Buildings
The freehold properties are included in the financial statements
at current market valuation.
Employee Involvement
The group’s policy is to consult and discuss with employees
matters likely to affect employees’ interests. Information on
matters of concern to employees is given through information
bulletins and reports, which seek to achieve a common
awareness on the part of all employees of the regular and
frequent financial and economic factors affecting the group’s
performance.
The group’s policy is to recruit disabled workers for those
vacancies that they are able to fill. All necessary assistance with
initial training courses is given. Once employed, a career plan is
developed so as to ensure suitable opportunities for each
disabled person. Arrangements are made, wherever possible,
for retraining employees who become disabled to enable them
to perform work identified as appropriate to their aptitudes.
Environmental Policy
The group has been involved in the management, carriage and
disposal of both special and non-special waste for a number of
years including waste management, recycling and management.
As licensed waste carriers, the company provides 24 hour, year
round service from experienced and dedicated personnel.
The group is compliant with BS EN ISO 9001:2000 and ISO
14001 and can offer advice and bespoke reporting as part of the
service; the company can also help clients to achieve ISO 14001.
The group is fully committed to sustainable development and,
where possible, strives to meet the UK government objectives:
— Social progress which meets the needs of everyone
— Effective protection of the environment
— Prudent use of natural resources
— Maintenance of high and stable levels of economic growth
and employment
The group has developed a range of specialised services to
help clients to achieve these objectives.
Directors
The following directors have held office since 1 August 2003:
I Scarr-Hall
R Scarr-Hall (resigned 14 September 2004)
CR Tennent
DT Simons
FO Bosch (resigned 29 July 2004)
R Gilbert (appointed 13 July 2004)
R Painting (appointed 13 July 2004)
Directors’ Interests in Shares and Debentures
Directors’ interests in the shares of the company were as
follows:
2004 2003
Number Number
I Scarr-Hall — Ordinary shares of 5p each 924,940 924,940
CR Tennent — Ordinary shares of 5p each 5,020 5,020
DT Simons — Ordinary shares of 5p each 5,020 5,020
FO Bosch — Ordinary shares of 5p each 5,020 5,020
None of the other directors who held office at the end of the financial year had any disclosable interest in the shares of group
companies.
According to the register of directors’ interests, no rights to subscribe for shares in or debentures of the company were granted to
any of the directors or their immediate families, or exercised by them, during the financial year. GSH Group Annual Report and Accounts 2004 19
Directors’ Responsibilities in the Preparation of Financial Statements
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 and
of the profit or loss of the group for that period. In preparing
those financial statements, the directors are required to:
a. select suitable accounting policies and then apply them
consistently;
b. make judgements and estimates that are reasonable and
prudent;
c. state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements;
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company 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
requirements of the Companies Act 1985. They are also
responsible for safeguarding the assets of the group and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Acquisition of Company’s Own Shares
During the year the group redeemed all of the 250,000 cumulative redeemable preference shares of £1 each at par.
Auditors
A resolution to reappoint Baker Tilly, Chartered Accountants, as auditors will be put to the members at the Annual General
Meeting.
By order of the board
D Simons
Director
GSH House
Forge Lane
Stoke-on-Trent
Staffordshire
ST1 5PZ
17 February 2005 20 GSH Group Annual Report and Accounts 2004
Independent Auditors’ Report to the Members of GSH Group Limited
We have audited the financial statements on pages 21 to 43.
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 auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the
company and the company’s members, as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors 
The directors’ responsibilities for preparing the Annual Report
and the financial statements in accordance with applicable law
and United Kingdom Accounting Standards are set out in the
Statement of Directors’ Responsibilities. 
Our responsibility is to audit the financial statements in
accordance with relevant legal and regulatory requirements
and United Kingdom Auditing Standards. 
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements 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 company and other members of the
group is not disclosed. 
We read the other information contained in the Annual
Report, and consider whether it is consistent with the audited
financial statements. This other information comprises the
Chairman’s Statement, the Chief Executive’s Review, the
Financial Review and the Directors’ Report. We consider the
implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend to any
other information. 
Basis of opinion 
We conducted our audit in accordance with United Kingdom
Auditing Standards issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence
relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant
estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the
accounting policies are appropriate to the company’s
circumstances, consistently applied and adequately disclosed. 
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufficient evidence to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated
the overall adequacy of the presentation of information in the
financial statements. 
Opinion 
In our opinion the financial statements give a true and fair
view of the state of affairs of the company and group at
31 July 2004 and of the group profit for the year then ended
and have been properly prepared in accordance with the
Companies Act 1985. 
BAKER TILLY 
Registered Auditor
Chartered Accountants 
Festival Way
Stoke-on-Trent
Staffordshire
ST1 5BB
22 March 2005 GSH Group Annual Report and Accounts 2004 21
Consolidated Profit and Loss Account
For the year ended 31 July 2004
2004 2003
Note £000 £000
Turnover — continuing operations 1 101,821 86,125
Cost of sales (72,080) (60,357)
Gross profit 29,741 25,768
Administrative expenses (26,228) (22,813)
Operating profit — continuing operations 3,513 2,955
Other interest receivable 2 85 5
Interest payable and similar charges 3 (80) (95)
Profit on ordinary activities before taxation 1–5 3,518 2,865
Taxation 6 (1,466) (973)
Profit on ordinary activities after taxation 2,052 1,892
Dividends paid and proposed on equity shares 7 (1,550) (800)
Retained profit for the year 502 1,092 22 GSH Group Annual Report and Accounts 2004
Consolidated Statement of Total Recognised Gains and Losses
For the year ended 31 July 2004
2004 2003
£000 £000
Profit for the financial year 2,052 1,892
Exchange differences arising on the retranslation of overseas undertakings 186 29
Total recognised gains and losses relating to the year 2,238 1,921
Total gains and losses recognised since last annual report 2,238 GSH Group Annual Report and Accounts 2004 23
Consolidated Balance Sheet
At 31 July 2004
2004 2003
Note £000 £000 £000 £000
Fixed assets
Intangible assets 8 522 691
Tangible assets 9 4,021 4,257
Investments 10 43 293
4,586 5,241
Current assets
Stocks 11 3,130 2,526
Debtors 12 16,046 14,125
Cash at bank and in hand 5,497 3,822
24,673 20,473
Creditors: Amounts falling due within one year 13 (25,526) (22,770)
Net current liabilities (853) (2,297)
Total assets less current liabilities 3,733 2,944
Creditors: Amounts falling due in more than one year 14 (26) (77)
Provisions for liabilities and charges 15 (494) (92)
Net assets 3,213 2,775
Capital and reserves
Called up share capital 16 50 300
Share premium account 17 2 2
Capital redemption reserve 17 832 582
Revaluation reserve 17 811 811
Profit and loss account 18 1,518 1,080
Shareholders’ funds 3,213 2,775
Shareholders’ funds
Equity 3,213 2,525
Non-equity — 250
3,213 2,775
Approved by the board on 17 February 2005
D Simons
Director 24 GSH Group Annual Report and Accounts 2004
Balance Sheet
At 31 July 2004
2004 2003
Note £000 £000 £000 £000
Fixed assets
Intangible assets 8 21 21
Tangible assets 9 64 38
Investments 10 4,000 4,000
4,085 4,059
Current assets
Debtors 12 15,258 11,614
Creditors: Amounts falling due within one year 13 (5,338) (3,982)
Net current assets 9,920 7,632
Total assets less current liabilities 14,005 11,691
Creditors: Amounts falling due in more than one year 14 (26) —
Net assets 13,979 11,691
Capital and reserves
Called up share capital 16 50 300
Share premium account 17 2 2
Capital redemption reserve 17 832 582
Revaluation reserve 17 3,997 3,997
Profit and loss account 18 9,098 6,810
Shareholders’ funds 13,979 11,691
Shareholders’ funds
Equity 13,979 11,441
Non-equity — 250
13,979 11,691
Approved by the board on 17 February 2005
D Simons
Director GSH Group Annual Report and Accounts 2004 25
Consolidated Cash Flow Statement
For the year ended 31 July 2004
2004 2003
Note £000 £000 £000 £000
Cash flow from operating activities 19 4,104 3,788
Returns on investments and servicing of finance
Interest received 85 6
Interest paid (64) (48)
Interest element of finance lease rental payments (16) (50)
Net cash inflow/(outflow) for returns on investments
and servicing of finance 5 (92)
Taxation (1,273) (315)
Capital expenditure
Purchase of intangible fixed assets (21) —
Purchase of tangible fixed assets (450) (590)
Sale of tangible fixed assets 152 154
Net cash outflow for capital expenditure (319) (436)
Equity dividends paid (350) (800)
Cash inflow before financing 2,167 2,145
Financing
Amounts paid on buy-back of shares — (486)
Capital element of finance lease rental payments (349) (383)
Net cash outflow from financing (349) (869)
Increase in cash in the year 21 1,818 1,276 26 GSH Group Annual Report and Accounts 2004
Reconciliations of Movements in Shareholders’ Funds
For the year ended 31 July 2004
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Profit for the financial year 2,052 1,892 4,107 4,061
Dividends (1,550) (800) (1,569) (819)
502 1,092 2,538 3,242
Other recognised gains and losses relating to the year 186 29 — —
Purchase of own shares (250) — (250) —
Net addition to shareholders’ funds 438 1,121 2,288 3,242
Opening shareholders’ funds 2,775 1,654 11,691 8,449
Closing shareholders’ funds 3,213 2,775 13,979 11,691 GSH Group Annual Report and Accounts 2004 27
Accounting Policies
Basis of Accounting 
The financial statements have been prepared under the
historical cost convention modified to include the revaluation
of freehold properties and in accordance with applicable
accounting standards. 
The company has taken advantage of the exemption contained
in Financial Reporting Standard 8 and has therefore not
disclosed transactions or balances with entities which form part
of the GSH Group Limited group.
Basis of Consolidation 
The consolidated financial statements incorporate those of GSH
Group Limited and all of its subsidiary undertakings for the year.
The difference between the cost of acquisition of shares in
subsidiaries and the fair value of the separable net assets
acquired is capitalised and written off on a straight-line basis over
its estimated economic life. Provision is made for impairment. All
financial statements are made up to 31 July 2004.
As permitted by Section 230(4) of the Companies Act 1985,
the company has not presented its own profit and loss
account.
Purchased Goodwill
Goodwill representing the excess of the purchase price
compared with the fair value of net assets acquired is
capitalised and written off evenly over 20 years as in the
opinion of the directors this represents the period over which
the goodwill is effective.
Intangible Fixed Assets
Intangible fixed assets purchased separately from a business
are capitalised at their cost.
Licences capitalised, during the year, are amortised to nil by
equal annual instalments over their expected useful life of
4 years.
Intellectual property rights are not amortised as the directors
consider these to have an indefinite useful life and will be
subject to an annual impairment review, permanent
diminutions in value being charged to the profit and loss
account in the year they arise.
The Companies Act 1985 requires all intangible assets to be
amortised over a finite period. If the departure from the
Companies Act 1985 had not been made, the profit for the
financial year may have been decreased by amortisation. The
amount of this amortisation is considered not material because
of the indefinite life of these assets and the directors have
invoked the true and fair override.
Tangible Fixed Assets 
Depreciation is provided on all tangible fixed assets at rates
calculated to write each asset down to its estimated residual
value evenly over its expected useful life, as follows: 
Leasehold properties — over the life of the lease
Plant and machinery — 14-25% per annum straight-line
Fixtures, fittings and — 20-50% per annum straight-
equipment line or 15% reducing balance
Motor vehicles — 25% per annum straight-line
Investment properties are revalued annually by the directors on
an open market basis. No depreciation is provided on freehold
investment properties or on leasehold investment properties
where the unexpired lease term exceeds 20 years. The
investment properties were sold in the year.
Freehold properties are professionally valued by chartered
surveyors on an existing use open market value basis, in
accordance with the Statement of Assets Valuation Practice
No. 4 and the guidance notes of the Royal Institution of
Chartered Surveyors.
Depreciation on freehold buildings is not provided, as any
uncharged depreciation for the year and the accumulated
uncharged depreciation would be immaterial in aggregate, as a
result of the company’s policy to maintain the properties in
good condition, which substantially prolongs this useful life,
and the estimated high residual values of the properties.
Tangible fixed assets which are not depreciated will be
reviewed for impairment annually by the directors in
accordance with Financial Reporting Standard 11.
Investments
Fixed asset investments are stated at cost. Provision is made for
any impairment in the value of fixed asset investments.
Stocks and Work in Progress 
Stocks and work in progress are valued at the lower of cost
and net realisable value. In determining the cost of raw
materials, consumables and goods purchased for resale, the
weighted average purchase price is used. For work in progress
and finished goods, cost is taken as production cost, which
includes an appropriate proportion of attributable overheads.
Provision is made where necessary for obsolete, slow-moving
stock and for work in progress over 120 days old.
Foreign Currencies 
Assets and liabilities denominated in foreign currencies are
translated at the rate of exchange ruling at the balance sheet
date. Transactions in foreign currencies are recorded at the rate 28 GSH Group Annual Report and Accounts 2004
Accounting Policies
ruling at the date of the transaction. All differences are taken
to the profit and loss account. 
Assets, liabilities and results of overseas subsidiaries are
translated at the rate ruling at the balance sheet date.
Exchange differences arising are dealt with through reserves.
Deferred Taxation 
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date
where transactions or events that result in an obligation to pay
more tax in the future or a right to pay less tax in the future
have occurred at the balance sheet date. Timing differences
are differences between the group’s taxable profits and its
results as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised in the
financial statements. 
Deferred tax is measured at the average tax rates that are
expected to apply in the periods in which timing differences
are expected to reverse, based on tax rates and laws that have
been enacted or substantially enacted by the balance sheet
date. Deferred tax is measured on a non-discounted basis.
Leased Assets and Obligations 
Where assets are financed by leasing agreements that give
rights approximating to ownership (“finance leases”), the
assets are treated as if they had been purchased outright. The
amount capitalised is the present value of the minimum lease
payments payable during the lease term. The corresponding
leasing commitments are shown as obligations to the lessor. 
Lease payments are treated as consisting of capital and interest
elements, and the interest is charged to the profit and loss
account in proportion to the remaining balance outstanding. 
All other leases are “operating leases” and the annual rentals
are charged to profit and loss on a straight-line basis over the
lease term. 
Retirement Benefits 
For defined contribution schemes, the amount charged to the
profit and loss account in respect of pension costs and other
post-retirement benefits is the contributions payable in the
year. Differences between contributions payable in the year
and contributions actually paid are shown as either accruals or
prepayments in the balance sheet.
For defined benefit schemes, the amount charged to the profit
and loss account in respect of pension costs and other post-
retirement benefits is the estimated regular cost of providing
the benefits accrued in the year, adjusted to reflect variations
from that cost.
Employee Share Ownership Plans
The company operates an ESOP trust and has de facto control
of the shares held by the trust and bears their benefits and
risks. The company records certain assets and liabilities of the
trust as its own. Finance costs and administrative expenses are
charged as they accrue.
Turnover
Turnover represents the invoiced value, net of Value Added Tax
of goods and services provided to customers. Turnover is
derived entirely from the company’s principal activities.
Revenue is recognised when substantially all of the obligations
under a sales contract have been fulfilled.
Maintenance contracts are accounted for on a time
apportionment basis over the period of the contract. GSH Group Annual Report and Accounts 2004 29
Notes to the Financial Statements
For the year ended 31 July 2004
1 Turnover and profit on ordinary activities before taxation
The group's turnover and profit before taxation were all derived from its principal activities. Sales were made in the following
geographical markets:
2004 2003
£000 £000
Great Britain 79,868 67,406
Ireland and Northern Ireland 6,418 4,769
Continental Europe 10,353 8,500
United States of America 5,182 5,450
101,821 86,125
2 Other interest receivable
2004 2003
£000 £000
Bank interest 85 5
3 Interest payable and similar charges
2004 2003
£000 £000
On bank loans and overdrafts 16 13
Other interest 32 32
Finance leases and hire purchase contracts 32 50
80 95
4 Profit on ordinary activities before taxation
2004 2003
£000 £000
Profit on ordinary activities before taxation is stated after
charging/(crediting):
Depreciation and amounts written off tangible fixed assets:
Charge for the year
Owned assets 476 655
Leased assets 226 253
Amortisation of computer licences 175 173
Amortisation of goodwill arising on consolidation 15 15
(Profit)/loss on disposal of fixed assets (100) 1
Operating lease rentals:
Plant and machinery 2,327 3,380
Auditors’ remuneration:
Audit services 96 75
Other services 118 16
Redundancy costs — 229
Restructuring provision — (130)
Surplus balances — (773)
Closure costs — 300
Fees paid by GSH Group Limited to the auditors for audit services were £10,000 (2003: £10,000) and for other services were
£38,000 (2003: £16,000). 30 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
5 Employees
2004 2003
Number Number
The average monthly number of persons (including directors)
employed by the group during the year was:
Administration and management 462 402
Other operatives 1,014 999
1,476 1,401
2004 2003
£000 £000
Staff costs for the above persons:
Wages and salaries 33,044 33,668
Social security costs 3,678 3,372
Other pension costs 1,084 1,325
37,806 38,365
Directors’ remuneration
2004 2003
£000 £000
Emoluments 793 444
Money purchase pension contributions 48 61
Total emoluments 841 505
Directors’ emoluments disclosed above include the following payments:
Highest paid director
2004 2003
£000 £000
Emoluments 304 164
Money purchase pension contributions 21 20
Total emoluments 325 184
The number of directors to whom retirement benefits are accruing:
Number Number
Under money purchase schemes 3 3 GSH Group Annual Report and Accounts 2004 31
6 Taxation
2004 2003
£000 £000 £000 £000
Current tax:
UK corporation tax on profits of the year 1,177 1,055
Foreign tax 228 61
Total current tax 1,405 1,116
Deferred tax:
Origination and reversal of timing differences 64 (143)
Adjustments in respect of previous periods (3) —
Total deferred tax 61 (143)
Tax on profit on ordinary activities 1,466 973
Factors affecting tax charge for the year: 2004 2003
£000 £000
The tax assessed for the year is higher than the standard rate of
corporation tax in the UK (30%). The differences are explained below:
Profit on ordinary activities before tax 3,518 2,865
Profit on ordinary activities multiplied by standard rate of corporation
tax in the UK of 30% (2003: 30%) 1,055 860
Effects of:
Expenses not deductible for tax purposes 174 200
Non taxable gains (11) (14)
Other timing differences 165 129
Tax losses carried forward 9 (59)
Difference in tax rates 13 —
Current tax charge for the year 1,405 1,116
7 Dividends
2004 2003
£000 £000
Ordinary:
Interim paid 350 800
Final proposed 1,200 —
1,550 800 32 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
8 Intangible fixed assets
Intellectual
Positive Computer property
goodwill licences rights Total
Group £000 £000 £000 £000
Cost
At beginning of year 312 689 21 1,022
Additions — 21 — 21
At end of year 312 710 21 1,043
Amounts written off
At beginning of year 31 300 — 331
Charged in the year 15 175 — 190
At end of year 46 475 — 521
Net book value
At 31 July 2004 266 235 21 522
At 31 July 2003 281 389 21 691
Intellectual
property
rights
Company £000
Cost and net book value
At beginning and end of year 21
9 Tangible fixed assets
Freehold Short Fixtures,
land and leasehold Plant and fittings and Motor Investment
buildings property machinery equipment vehicles properties Total
Group £000 £000 £000 £000 £000 £000 £000
Cost or valuation
At beginning of year 2,000 906 781 2,122 73 27 5,909
Additions — 26 26 411 87 — 550
Disposals — — — (183) (28) (27) (238)
Exchange adjustment — (2) (3) (35) (4) — (44)
At end of year 2,000 930 804 2,315 128 — 6,177
Depreciation
At beginning of year — 96 446 1,066 44 — 1,652
Charged in the year — 52 48 572 30 — 702
Disposals — — — (155) (15) — (170)
Exchange adjustment — (1) (3) (23) (1) — (28)
At end of year — 147 491 1,460 58 — 2,156
Net book value
At 31 July 2004 2,000 783 313 855 70 — 4,021
At 31 July 2003 2,000 810 335 1,056 29 27 4,257 GSH Group Annual Report and Accounts 2004 33
9 Tangible fixed assets continued
The net book value of plant and machinery includes £nil (2003: £11,000) in respect of assets held under finance leases and
hire purchase contracts. Depreciation for the year on these assets was £nil (2003: £4,000).
The net book value of fixtures, fittings and equipment includes £274,000 (2003: £498,000) in respect of assets held under
finance leases and hire purchase contracts. Depreciation for the year on these assets was £209,000 (2003: £232,000).
The net book value of motor vehicles includes £48,000 (2003: £26,000) in respect of assets held under finance leases and hire
purchase contracts. Depreciation for the year on these assets was £17,000 (2003: £17,000).
Freehold land and buildings consist of:
 Land at Etruria Valley, Stoke-on-Trent, together with office premises. The freehold property was revalued in July 2002 by
Butters John Bee, Chartered Surveyors and Valuers, on the basis of open market value. The valuation was for £2,000,000.
The historic cost of the property is £1,189,000.
The directors are not aware of any material changes in value; therefore, valuations set out above have not been updated.
Fixtures,
fittings and Investment
equipment properties Total
Company £000 £000 £000
Cost
At beginning of year 65 27 92
Additions 72 — 72
Disposals — (27) (27)
At end of year 137 — 137
Depreciation
At beginning of year 54 — 54
Charged in the year 19 — 19
At end of year 73 — 73
Net book value
At 31 July 2004 64 — 64
At 31 July 2003 11 27 38 34 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
10 Fixed asset investments
Other unlisted Investment in
investments own shares Total
Group £000 £000 £000
Cost
At beginning of year 43 250 293
Disposals — (250) (250)
At end of year 43 — 43
Amounts written off
At beginning and end of year — — —
Net book value
At 31 July 2004 43 — 43
At 31 July 2003 43 250 293
At the beginning of the year the Employee Share Ownership Plan owned all of the 250,000 cumulative redeemable preference
shares in the group. On 30 June 2004 the group redeemed these shares at par.
Urgent Issues Task Force (UITF) Abstract 38 ‘Accounting for ESOP trusts’ has become effective for this accounting period. This
abstract supersedes UITF Abstract 13 ‘Accounting for ESOP trusts’. UITF Abstract 38 differs from UITF Abstract 13 in the
requirement to show investments in own shares as a reduction to shareholders’ funds rather than as a fixed asset investment.
Adoption of UITF Abstract 38 requires companies to restate corresponding balance sheet amounts to reclassify the company’s
own shares as deductions in arriving at shareholders’ funds.
The directors have not adopted UITF Abstract 38 in these accounts on the grounds that the company has redeemed all of the
own shares prior to the year end.
Shares in
group
undertakings
Company £000
Cost
At beginning and end of year 4,000
Amounts written off
At beginning and end of year —
Net book value
At 31 July 2004 4,000
At 31 July 2003 4,000 GSH Group Annual Report and Accounts 2004 35
10 Fixed asset investments continued
The company holds more than 20% of the equity (and no other share or loan capital) of the following principal undertakings:
Class and percentage
of shares held
Subsidiary undertaking Country of registration Principal activity Group Company
George S Hall International Limited England Intermediate holding company 100% ord 100% ord
George S Hall Limited England Intermediate holding company 100% ord —
George S Hall Central Limited England Trading company 100% ord —
GSH UK Limited England Trading company 100% ord —
GSH UK Regions Limited England Trading company 100% ord —
George Hall Ireland Limited Ireland Trading company 100% ord —
George Hall NI Limited Northern Ireland Trading company 100% ord —
George Hall Europe Holdings BV Netherlands Intermediate holding company 100% ord —
George Hall Netherlands BV Netherlands Trading company 100% ord —
George Hall Belgium NV Belgium Trading company 100% ord —
George S Hall Americas Limited England Intermediate holding company 100% ord —
George S Hall Inc USA Trading company 100% ord —
The principal activity of trading companies is the provision of facilities management services and asset management.
A full list of the subsidiary undertakings will be included in the company’s annual return. 
11 Stocks
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Raw materials and consumables 450 295 — —
Work in progress 2,680 2,231 — —
3,130 2,526 — —
12 Debtors
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Due within one year:
Trade debtors 14,612 12,647 — —
Amounts owed by group undertakings — — 15,117 11,464
Other debtors 789 370 128 97
Directors’ loan accounts — 71 — 51
Prepayments and accrued income 395 726 — —
Called up share capital not paid 2 2 2 2
15,798 13,816 15,247 11,614
Due in more than one year:
Deferred tax asset 248 309 11 —
16,046 14,125 15,258 11,614 36 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
13 Creditors: Amounts falling due within one year
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Bank loans and overdrafts — — 2,169 1,878
Obligations under finance leases 99 313 17 —
Trade creditors 12,585 12,548 — —
Amounts owed to group undertakings — — 1,805 1,805
Corporation tax 1,586 1,454 45 97
Other taxation and social security costs 2,486 3,945 — 85
Other creditors 3,001 80 102 38
Accruals and deferred income 4,569 4,430 — 79
Proposed dividend 1,200 — 1,200 —
25,526 22,770 5,338 3,982
The bank overdrafts are part of the various composite banking arrangements and facilities that are in place around the group.
These arrangements encompass all of the relevant group companies.
The bank facilities are secured, in part, by an unlimited guarantee dated 25 March 1997 between George S Hall Central
Limited, George S Hall Limited and GSH Group Limited, taken on bank standard form.
14 Creditors: Amounts falling due in more than one year
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Obligations under finance leases 26 77 26 —
Other creditors — — — —
26 77 26 —
Obligations under finance leases and hire purchase contracts:
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
Amounts payable:
Within one year 99 313 17 —
Within two to five years 26 77 26 —
125 390 43 — GSH Group Annual Report and Accounts 2004 37
15 Provisions for liabilities and charges
Deferred
taxation
asset
Group £000
At beginning of year (309)
Charge for the year 61
At end of year (248)
The elements of the deferred tax asset, which is carried within current assets, are as follows:
2004 2003
£000 £000
Excess of depreciation over tax allowances (28) (38)
Other timing differences (220) (271)
(248) (309)
Pension and
Property similar
provisions obligations Other Total
Group £000 £000 £000 £000
At beginning of year 92 — — 92
Utilised in the year (47) — — (47)
Charge for the year 308 132 9 449
At end of year 353 132 9 494
The onerous lease provision has been made to provide for future costs on leased properties from which the group no longer
operates. Where the property has been sub-let a provision is made for the deficit between amounts paid on the head lease
and income from the sub-lease.
The provision for pension costs is made against back service contributions to the Dutch pension scheme. This provision is
required under Dutch law.
Deferred
taxation
asset
Company £000
At beginning of year —
Credit for the year 11
At end of year 11
The elements of the deferred tax asset, which is carried within current assets, are as follows:
2004 2003
£000 £000
Excess of depreciation over tax allowances 11 — 38 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
16 Share capital
2004 2003
£000 £000
Authorised:
Equity: 10,660,000 ordinary shares of 5p each 533 533
Non-equity: 250,000 cumulative redeemable preference shares of £1 each 250 250
783 783
Authorised: SFr SFr
Non-equity: 350,000 cumulative redeemable preference shares of SFr1 each 350 350
£000 £000
Allotted, issued and fully paid:
Equity: 1,000,000 ordinary shares of 5p each 50 50
Non-equity: 250,000 cumulative redeemable preference shares of £1 each — 250
50 300
The following share movements occurred during the year:
 On 30 June 2004 the group redeemed the 250,000 cumulative redeemable preference shares at par.
17 Reserves
Share Capital
premium redemption Revaluation
account reserve reserve
Group £000 £000 £000
At beginning of year 2 582 811
Redemption of own shares — 250 —
At end of year 2 832 811
Share Capital
premium redemption Revaluation
account reserve reserve
Company £000 £000 £000
At beginning of year 2 582 3,997
Redemption of own shares — 250 —
At end of year 2 832 3,997
18 Profit and loss account
Group Company
£000 £000
At beginning of year 1,080 6,810
Profit for the financial year 2,052 4,107
Dividends (1,550) (1,569)
Redemption of own shares (250) (250)
Exchange differences arising on the retranslation of overseas undertakings 186 —
At end of year 1,518 9,098 GSH Group Annual Report and Accounts 2004 39
19 Reconciliation of operating profit to net cash flow from operating activities
2004 2003
£000 £000
Operating profit 3,513 2,955
Depreciation 702 908
Amortisation 190 188
(Profit)/loss on disposal of fixed assets (100) 1
Increase in stocks (623) (1,234)
Increase in debtors (2,191) (2,004)
Increase in creditors 2,211 2,974
Increase in provisions 402 —
Cash flow from operating activities 4,104 3,788
20 Reconciliation of net cash flow to movement in net funds
£000
Increase in cash in the year 1,818
Cash outflow from decrease in debt and lease financing 350
2,168
Other non-cash changes (85)
Translation difference (143)
Movement in net funds in the year 1,940
Net funds at 31 July 2003 3,432
Net funds at 31 July 2004 5,372
21 Analysis of net funds
At Other At
31 July non-cash Exchange 31 July
2003 Cash flow changes movement 2004
£000 £000 £000 £000 £000
Cash in hand, at bank 3,822 1,818 — (143) 5,497
Finance leases (390) 350 (85) — (125)
Total 3,432 2,168 (85) (143) 5,372
22 Capital commitments 
There were no capital commitments at the end of the financial year (2003: £nil). 40 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
23 Commitments under operating leases
Group Company
2004 2003 2004 2003
£000 £000 £000 £000
At 31 July 2004 the group was committed to making the following payments
during the next year under non-cancellable operating leases as follows:
Land and buildings
Expiring within one year 24 114 — —
Expiring between two and five years 512 409 — —
Expiring after five years 247 219 — —
Other
Expiring within one year 304 599 — —
Expiring between two and five years 1,672 1,426 — —
2,759 2,767 — —
24 Contingent liabilities
Subsidiary undertakings have given unsecured guarantees to third parties as follows:
2004 2003
£000 £000
Zurich GSG Limited 100 100
The Inland Revenue are making enquiries into a number of matters which may impact the group’s historic taxation position.
The directors are defending these matters vigorously. At this stage it is not possible to assess with accuracy the outcome of the
enquiries. Should any further tax become payable this will be taken in the relevant account period.
25 Pension commitments
The group operates a number of defined contribution pension schemes whose assets are held separately from those of the
group in an independently administered fund. 
The group also operates or participates in four defined benefit schemes.
The pension cost charge represents contributions payable in respect of the various schemes by the group and amounted to
£1,084,000 (2003: £1,325,000). Contributions totalling £147,000 (2003: £98,000) were payable to the funds at the year end
and are included in creditors.
Details of the four defined benefit schemes are as follows:
The George S Hall BBC Staff Retirement Benefits Scheme
The group operates this defined benefit scheme in the UK. A full actuarial valuation was carried out at 12 November 2002
and updated to 31 July 2004 by a qualified independent actuary. The major assumptions used by the actuary were: GSH Group Annual Report and Accounts 2004 41
25 Pension commitments continued
2004 2003 2002
% %%
Rate of increase in salaries 5.08 4.72 4.54
Rate of increase in pensions in payment 3.08 2.72 2.54
Discount rate 5.69 5.44 5.59
Inflation assumption 3.08 2.72 2.54
The assets in the scheme and the expected rate of return were:
Long-term rate of Long-term rate of Long-term rate of
return expected 2004 return expected 2003 return expected 2002
% £000 % £000 % £000
Equities 8.00 537 7.75 408 7.50 221
Property 8.00 176 7.75 92 7.50 11
Bonds 5.10 515 4.75 247 5.00 53
Cash 3.10 5 2.70 39 2.50 19
Total market value of assets 1,233 786 304
Present value of scheme liabilities (1,556) (989) (408)
Deficit in scheme (323) (203) (104)
Related deferred tax liability 97 61 31
Net pension liability (226) (142) (73)
Analysis of amount charged to operating profit
2004 2003
£000 £000
Current service cost 470 439
Past service cost — —
Total operating charge 470 439
Analysis of amount credited to other finance income
2004 2003
£000 £000
Expected returns on pension scheme assets 67 37
Interest on pension scheme liabilities (69) (37)
Net return (2) —
Analysis of amount recognised in statement of total recognised gains and losses (STRGL)
2004 2003
£000 £000
Actual return less expected return on pension scheme assets (91) (36)
Experience gains and losses arising on scheme liabilities 98 42
Changes in assumptions underlying the present value of the scheme liabilities (43) (74)
Actuarial loss recognised in STRGL (36) (68) 42 GSH Group Annual Report and Accounts 2004
Notes to the Financial Statements
For the year ended 31 July 2004
25 Pension commitments continued
Movement in surplus during the year
2004 2003
£000 £000
Deficit in scheme at beginning of year (203) (104)
Movement in year:
Current service cost (470) (439)
Contributions 388 408
Other finance income (2) —
Actuarial gain (36) (68)
Deficit in scheme at end of year (323) (203)
History of experience gains and losses
2004 2003
£000 £000
Difference between the expected and actual return on scheme assets:
Amount (£000) (91) (36)
Percentage of scheme assets (7%) (5%)
Experience gains and losses on scheme liabilities:
Amount (£000) 98 42
Percentage of present value of the scheme liabilities 6% 4%
Total amount recognised in the STRGL:
Amount (£000) (36) (68)
Percentage of present value of the scheme liabilities (2%) (7%)
The Trillium Pension Plan
The group operates this defined benefit scheme in the UK. There are currently only 5 members in this scheme and the
pensionable service did not commence until April 2003. As a consequence FRS 17 disclosures have not been obtained this year
on the basis that the disclosures would not be material to the group. Full FRS 17 disclosures will be presented in the group
accounts for the year ended 31 July 2005.
The Prudential Platinum Pension
The group participates in this multi-employer defined benefit scheme in the UK. The group commenced participation in the
scheme in May 2004. As a consequence FRS 17 disclosures have not been obtained this year on the basis that the disclosures
would not be material to the group. Full FRS 17 disclosures will be obtained for the year ended 31 July 2005.
The George S Hall DWP Staff Retirement Benefits Scheme
The group operates this defined benefit scheme in the UK. There is currently only one member or deferred member in this
scheme. As a consequence FRS 17 disclosures have not been obtained this year on the basis that the disclosures would not be
material to the group. GSH Group Annual Report and Accounts 2004 43
26 Related party transactions
During the financial year the company had the following transactions with related parties as defined by Financial Reporting
Standard 8:
Loans to directors
The following directors had loans from group companies during the year. The amounts outstanding during the year were as
follows:
I Scarr-Hall G Coyle
£000 £000
Amounts outstanding:
At beginning of year 51 20
Additions 174 —
Repayments (225) —
At end of year —20
The maximum balance on the I Scarr-Hall loan account during the year was £207,000.
G Coyle was a director of subsidiary undertakings until 23 September 2004.
Other transactions
During the year the group paid for the use of facilities at Amhuinnsuidhe Castle Estate and various other properties which are
owned by Ian Scarr-Hall. The total value of these transactions was £549,000 (2003: £105,000). The amount outstanding at
the year end was £nil (2003: £nil). Group details:
GSH Group Limited
GSH House
Forge Lane
Stoke-on-Trent
ST1 5PZ
Tel: +44 (0) 1782 200400
Fax: +44 (0) 1782 408822
www.gshgroup.com
Company No. 358239
Corporate Finance
KBC Peel Hunt Ltd
111 Old Broad Street
London
EC2N 1PH
Financial Public Relations
Bell Pottinger Corporate & Financial
6th Floor Holborn Gate
330 High Holborn
London
WC1V 7QD
Lawyers
DLA Piper Rudnick Gray Cary UK LLP
Victoria Square House
Victoria Square
Birmingham
B2 4DL
Auditors
Baker Tilly
Festival Way
Stoke-on-Trent
ST1 5BB
Insurance and Pension Advisers
Aon Limited
158 Edmund Street
Birmingham
B3 2HB
Advisers
44 GSH Group Annual Report and Accounts 2004 Designed and Printed by Jones & Palmer Limited, Birmingham. tel: (0121) 236 9007 GSH Group Limited
GSH House
Forge Lane
Stoke-on-Trent
ST1 5PZ
Tel: +44 (0) 1782 200400
Fax: +44 (0) 1782 408822