www.hyderconsulting.com
registered office:  29 Bressenden Place, London SW1E 5DZ
annual report  Hyder Consulting PLC is an engineering design, planning,
environmental and management consultancy operating in the
UK, Europe, the Middle East, and the Asia Pacific region. We
work with and advise national and regional government
agencies and private sector commercial enterprises,
undertaking increasingly sophisticated infrastructure and
building projects.
The company provides its services across a number of
specific sectors, in which we have considerable experience
and specialist expertise, together with a close understanding
of clients' strategic objectives.
Geographic markets
UK/Europe
Middle East
East Asia
Australia/ASEAN
Market sectors
Highways and transport
Water
Property
Telecommunications
Railways
Defence
Health and education
Energy
Finance/Management Advisory
annual report 2003
brief history of Hyder Consulting
designed & produced by Graphics Team, Hyder Consulting, Bristol
c. 1850
Freeman Fox & Partners
John Taylor & Sons
1988
Acer Consultants
formed through
merger of 
Freeman Fox
and John Taylor
1993
Acer 
acquired by
Welsh Water
Management 
buy-out
January 2001
1996
Renamed as
Hyder Consulting
2001
 
2002
Listed on 
London Stock 
Exchange
1990 - Wallace Evans Limited created by Welsh
Water’s acquisition of Wallace Evans & Partners
and amalgamation with Engineering & Environment
UK/Europe
Middle East
Asia Pacific
External turnover by origin
21%
14%
65% • Operating profit ahead of market 
expectation
• Turnover  £50.5m (includes only five
months' trading of Hyder Consulting)
• Profit before tax £2.2m (includes 
only five months' trading of Hyder 
Consulting)
• Sales order book £158m
• Significant long-term contract wins 
• Business restructuring in Asia 
completed
Hyder Consulting PLC annual report 2003               1
highlights
business & financial
contents
1 business and financial highlights 
2 chairman's statement 
5 chief executive’s review 
8 operating review 
16 financial review 
19 directors and advisers 
20 directors’ report 
23 directors’ responsibilities for the 
financial statements 
24 corporate governance report 
27 corporate and social responsibility 
report 
28 directors’ remuneration report 
32 independent auditor’s report
34 consolidated profit and loss account 
35 statement of group total recognised 
gains and losses
36 reconciliation of movements in 
shareholders’ funds
37 balance sheets
38 consolidated cash flow statement
39 principal accounting policies
42 notes to the financial statements 
66 non-statutory information summary of 
three year trading results (unaudited)
67 guidance for shareholders
69 notice of annual general meeting 2 Hyder Consulting PLC annual report 2003
chairman’s
statement
Hyder Consulting PLC (the "Group") was re-listed on the
London Stock Exchange following the acquisition of Hyder
Consulting Holdings Limited and its subsidiaries, ("HCHL")
by Firth Holdings PLC ("Firth"), a quoted shell on 22
October 2002.  The transaction fulfilled the aims of both
parties. Firth had sought to acquire a substantial
engineering consulting business with growth potential.
After our approach, the shareholders of HCHL believed
that listed status would enable management to better
implement the business turnaround already in progress
and to exploit the opportunities ahead.
Your Board is now pleased to report on the Group's results
for the year ended 31 March 2003, which includes five
months trading for HCHL (from 22 October 2002).
Results
The Group's results for the year are ahead of the Board's
expectations.  Our reported turnover for the year, including
five months trading of HCHL, was £50.5m and operating
profit before goodwill amortisation and exceptionals
£1.5m.  The turnover and operating profit before goodwill
amortisation and exceptionals for the Group would have
been £115.2m (2002: £119.7m) and £1.1m (2002: £0.5m)
if HCHL had been owned and consolidated for the full
year.  The underlying full year results reflect the seasonal
weighting to the second half of the year.
Management has been successful in its three main
objectives: to maintain a strong order book; to improve
margins generally; and to contain and, in due course,
eliminate losses in the Asia Pacific region.  As a
consequence of the structured sales and marketing
programme, the Group has a healthy sales order book of
£158m including long-term framework contracts.  Good
progress has been made in improving margins, including
working through low margin legacy contracts; and in Hong
Kong costs have been cut and new management
appointed.
Overhead costs have been tightly controlled with the result
that margins have been improved despite professional
indemnity insurance costs more than doubling in the
period due to the well publicised insurance market
difficulties.
Sir Alan Thomas
Chairman  Hyder Consulting PLC annual report 2003 xx Hyder Consulting PLC annual report 2003                   3
No dividend is proposed in respect of the year to 31 March 2003, but it is the Board's objective to pay a dividend
in respect of the year to 31 March 2004.  To achieve this the Group intends to restructure its share capital and
reserves, as soon as is practicable, to eliminate the profit and loss reserve deficit and allow dividends to be paid
as earnings are generated.
As at 31 March 2003 net assets were £14.7m (64.05p per share) and net debt £3.2m.
Strategy
Our current principal objectives are to increase our margins in our existing market sectors and territories, and to
maximise fee income from our existing infrastructure.  In the short to medium term this means filling our existing
capacity with additional, high added-value work.
The key to margin improvement is the application of best practice across all operations and functions of the
business and across all its territories.  In addition, we are placing a greater than ever emphasis on developing
close and long term relationships with our clients and on providing them with a broader range of high value-added
services.
We intend to continue our programme of strategic "infill" acquisitions to help us achieve critical mass in certain
offices and to strengthen our service offering where we already have a strong market presence.
Pensions
The Group operates both defined benefit and defined contribution schemes.  The defined benefit scheme was
closed to new members on 31 March 2001.  The latest formal actuarial valuation of the defined benefit scheme
was as at 1 April 2002 when, on an ongoing basis using market related assumptions, there was a deficit of £3.6m
(£2.5m net of deferred tax).  As a consequence, and in accordance with the actuarial advice received, the Group
increased its contribution rate by 0.5%. Members were offered the choice of increasing their contributions from 1
August 2002 or earning lower benefits.  The Group accounts for pensions under Statement of Standard Accounting
Practice 24 - "Accounting for pension costs" (SSAP24).
The adjustment made to fair value at the date of acquisition of HCHL includes an estimated actuarial deficit at that
date of £5.1m (£3.6m net of deferred tax).
The pension deficit at 31 March 2003, when measured in accordance with Financial Reporting Standard 17 -
"Retirement benefits" (FRS17) rules, increased to a gross £31.8m (2002: £8.4m gross deficit) reflecting further
significant falls in the equity market and lower bond yields.  The Board considers that this position reflects the
inherent volatility of FRS 17 valuations. Notwithstanding this, the Board is keeping the matter under close review.
Directors
With the acquisition of Hyder Consulting, I am very pleased to welcome Tim Wade, Chief Executive and Simon
Hamilton-Eddy, Financial and Commercial Director to the Board.  Mr Wade was Managing Director of HCHL from
1998 until the acquisition, having previously run its Asia Pacific operation.  Mr Hamilton-Eddy joined HCHL's
predecessor company in 1992, becoming its Financial Director in 1993.  Jack Hobbs resigned as a Director in
September 2002 and I would like to thank him for his valuable contribution.
Outlook
Trading in the current year has started well in most of our areas of operation, although noting that the first half of
the year is traditionally not as strong as the second half.  In particular, the UK, which accounts for approximately
50% of our business, is trading strongly.  The Middle East market also remains robust despite recent disruptions in
that area caused by the events in Iraq.  I am pleased to report that we are beginning to see some improved
trading in Australia and the outlook there is now encouraging.  Market conditions in Germany continue to be 4 Hyder Consulting PLC annual report 2003
difficult but our performance remains resilient and we are
well placed to benefit from any upturn which may develop.
Similarly, in Hong Kong the market is very testing but with
the appointment of new management and cost cutting we
are hopeful that this year will see an improvement.
Overall, public investment in infrastructure in all our main
markets has vindicated our present concentration on
public sector work and the scope that we still have to
improve our profit margins provides us with considerable
potential shareholder value growth.
I would like to thank all members of staff for their efforts
and achievements in our first reporting period as Hyder
Consulting PLC.  We look forward with confidence to
another year of strong advance in the Group's turnaround
programme.
Sir Alan Thomas
Chairman
9 June 2003
chairman’s statement continued chief executive’s
review
Review of activities
Our turnaround plan is progressing well with the
foundations for sustainable profit growth being put in place
through the application of our best practice programme
and by concentrating our efforts on key markets and key
clients.
Our business is built on a long established reputation in
our key geographic markets where we have a strong local
presence.  Management is therefore structured on a
geographic basis in order to be close to our clients and
consequently, this is how we report our results.  However,
we are also market led and therefore focus on market
sectors through a matrix structure.
UK / Europe
The UK business performed well in the period, benefiting
from the completion of a number of low margin projects.
Market demand generally has been good and the benefit
of the Highways Agency framework contracts for both the
South East and South West have started to show through.
The change in procurement method introduced by the
Highways Agency temporarily slowed down the award of
new work, but this is now starting to be released with
projects such as our recent win, the A595 Parton-Lilleyhall.
In the water market the absence of large-scale projects
has been offset by regular work from a wider range of UK
water companies, including Thames Water, South West
Water, Welsh Water, Yorkshire Water and Scottish Water.
Our concentration on health and education has produced
a good flow of work in the property sector for clients such
as the University of Exeter and the University of Aston.
The housing market has also been steady.
In the broader transportation market, our planning and
systems businesses have progressed excellently.  As well
as a high volume of work from Transport for London and
other local authorities, we have designed and project
managed the new Emergency Roads Telecommunications
System.
Federation Square,
Melbourne, Australia
Hyder Consulting PLC annual report 2003 5
Tim Wade
Chief Executive In defence, we have started to benefit from the two Principal Support Provider contracts won earlier in the year
and continue to provide consulting advice on Project Aquatrine, relating to the privatisation of the Ministry of
Defence's water and wastewater assets.
Delays in investment in the rail and telecommunications sectors affected our performance in those markets but
there are already signs of a reverse in this situation.
Our German business has had a satisfactory trading period despite a very weak market.  It also benefited from
bad debt recoveries and property sales.  Looking forward, the recent award of the company's largest ever project
for the new central station in Berlin will provide a useful contribution to workload for a number of years.
Middle East 
The region has again performed exceptionally well.  The Abu Dhabi business secured a number of new projects,
including further work from the Sewerage Projects Committee, with whom we are proud to have worked for almost
30 years.  The property sector in Dubai is very strong with several significant projects won, such as Souk Al
Nakheel, the Dubai Marina development, the Dubai Gate, and more in the pipeline.
The Qatar business has yet to meet expectations with the release of work being slower than anticipated and
bidding highly competitive.  As the 2006 Asian Games approach we expect more work to be released, which
should result in better margins being available.
Our small team in Bahrain secured a prestigious transport study and we will continue to bid selectively on projects
that offer good margins.  The lack of foreseeable opportunities in Kuwait led us to close our office there.
Asia Pacific 
China and Australia present good opportunities for us in the short and longer term.  Our business in Australia
continues to grow and is expected to move towards profitability in the near term as it achieves critical mass.  Major
projects won in the period, that will help us achieve that objective, include the Paramatta Rail Link and the Cross
City Tunnel in Sydney.
Elsewhere in the region the market continues to be difficult.  Whilst we maintain a tactical presence in South East
Asia the level of work carried out continues to decline and is unlikely to increase in the short-term.  Accordingly,
we closed our Bangkok office with effect from 31 March 2003, transferring some of the technical and support
capability to Malaysia.
Our main challenge in the region is Hong Kong.  The market for consultants has changed significantly in recent
years and we have a new management team in place that is energetically getting to grips with today's economic
realities.  The cost base has been significantly reduced and a new market focus adopted.  The strategy is to shape
the business in recognition of the realistic and sustainable workload available in the market, whilst continuing to
leverage a 40-year presence.  Positives are our growing pre-eminence in the pre-cast construction and
independent environmental checking markets and the recent award of the Lai Chi Kok stormwater transfer
scheme.
As part of an increased focus on the mainland Chinese market we are targeting inward investment clients and
environmental business.
6 Hyder Consulting PLC annual report 2003
chief executive’s review continued Staff
The quality of our staff is key to our success.  Our
collective knowledge and skill is what we sell and we are
therefore fully committed to the recruitment, retention and
development of the highest possible calibre of consultants.
We are also committed to adopting a team approach in
harnessing our capabilities to meet the needs of our clients
as well as our commercial goals.
We have taken tangible steps to make further
improvements in these areas over the last year including
an overhaul of our appraisal and development processes
and the restructuring of our 'high potential programme' for
those employees likely to have a significant impact on the
business in years to come.
At all levels of the Group, I firmly believe that we have an
outstanding professional team and I would like to publicly
thank them and acknowledge their contribution in what has
been another year of change and good progress for Hyder
Consulting.
Tim Wade
Chief Executive
9 June 2003
Nicola McChlery (right), a
structural engineer in our
London office, spent an eight
month sabbatical in Borneo
on a Raleigh International
project to build two new
bridges.
Günter Nickel
Regional Director, Germany
Neil Walls
Sales and Marketing Director
Eric Smith
Professional Director
Keith Reynolds
Regional Director, Australia/ASEAN
Alan Proctor
Regional Director, UK/Europe
Kevin Jones
Regional Director, Middle East
Stewart Tyler
Regional Director, East Asia
Hyder Consulting PLC annual report 2003 7
executive board Old Palace Yard, London, UK
Shaikh Khalifa bin Salman Causeway
Bridge, Bahrain
Tamar Bridge, Devon, UK
operating
review
Hyder Consulting provides planning, design and
management services in a number of sectors. A review of
our activities over the year follows.
Highways and transport
Our focus on client management has led to an upturn in
key project opportunities for major clients, including
framework contracts for the UK Highways Agency,
Transport for London, VicRoads and the Road and Traffic
Authority in New South Wales.
After a delay in the release of standalone contracts,
notable successes in the UK were the award of our
second early contractor involvement scheme for the
Highways Agency, the A595 Parton-Lilleyhall, and an
appointment for the replacement of two pairs of major
bridges to the west of London.  Looking forward, we see
increasing potential in eastern Europe building on our
existing projects in Romania and Bulgaria.
In Hong Kong, opportunities were largely confined to
independent checking roles on projects in construction.
We are attempting to make greater inroads into the
Chinese market, where we are currently involved in two
road tunnels, working in partnership with the local design
Institutes.
Continuing our recent history of major project wins in
Australia, we were appointed independent design verifier
for the Cross City Tunnel in Sydney.  Highways work in the
Middle East has mainly involved smaller roads and
interchanges in support of larger infrastructure
development schemes. 
Our commitment to developing our capabilities in transport
planning, intelligent transport systems and strategic
maintenance to meet market demand has been rewarded
with projects such as the Bahrain Strategic Transport Plan
update, tolling and road user charging projects in New
Zealand and the UK, and tunnel safety and
communications systems in Ireland and Australia. 
8 Hyder Consulting PLC annual report 2003 A continuing major selling point for Hyder Consulting is our ability to offer the full range of skills that are required to
initiate, develop and complete roads and transport infrastructure. Projects undertaken during the year that
illustrated our diverse capability were an environmental checking appointment for the Bai Chay Bridge in Vietnam,
a study into common utility enclosures in Hong Kong and the structural refurbishment of Westminster Bridge and
the Auckland Harbour Bridge.
Underlying all the services that we offer is a strong commitment to quality and to building partnerships with both
clients and contractors.
This commitment was recognised with a number of awards during the year for projects including the M5 East and
the Lane Cove Tunnel study in Australia and the strengthening and widening of the Tamar Suspension Bridge in
the UK.
Water
At a time when few major design contracts were being awarded in our principal markets, our key client strategy
was more important than ever.
We continued to deliver good results for our clients and partners on framework contracts for Thames Water, Dwr
Cymru, South West Water and Abu Dhabi Municipality.  New contracts won during the period included the Lai Chi
Kok stormwater transfer scheme in Hong Kong.
One of the biggest areas for future investment in water and wastewater facilities is likely to be the EU Accession
States and we continue to track a number of opportunities in these countries.
Our track record in the growing operations and maintenance consultancy field is good and during the year we
extended our involvement in projects for the Sewerage and Projects Committee in Abu Dhabi, Project Aquatrine for
the UK Ministry of Defence, and others in Greece and Saudi Arabia.
Our network, sewerage and coastal modelling capabilities have been particularly sought after and further growth
has been principally constrained by the lack of suitably qualified staff available in the market. We are looking at
various options to enable us to extend this activity.
Provincial Towns water and
sanitation project, Vietnam
Hyder Consulting PLC annual report 2003 9 We strengthened our Water Development Centre team
with a number of key appointments during the year and
will be looking to reap the financial benefit during the
coming year. These included the appointment of a new
Group Director and a sector Business Development
Director.
Our continuing focus on quality earned award
commendations for the Torbay Sewage Treatment Works
and for the work on Kinnegar Sewage Treatment Works in
Northern Ireland.
Property and land development
Growth was in line with projections but with some fairly
marked regional variations.
The Middle East has provided and is continuing to present
us with some exciting opportunities. In Dubai, in particular,
investment is very strong due to the continued
diversification in the economy away from reliance on oil in
the medium to long-term.
We continue to be involved in several of the largest
property and leisure schemes, notably Dubai  Festival
City, Souk al Nakheel (indoor snow field) and the
Jumeirah Beach Development.  We were also delighted to
win our first major building project in Qatar, a new
headquarters building for the Doha Bank.  
Our Australian property business was bolstered by the
acquisitions of an acoustics practice in Sydney and
building services and building structures businesses in
Melbourne. Federation Square in Melbourne, which we
completed during the year, has already become a strong
reference project for us. New project awards included the
Baroque residential tower development in Queensland (in
conjunction with local engineers Wethered and Howe), the
60 storey Latitude Towers in Sydney, and the 33 level
commercial/car park building known as the KENS
Development.
Unlike many of our UK competitors, who have been hit
hard by the slowdown in commercial property in the
London area, we maintained good growth thanks to our
relative strength in other regions and in the public sector.
An interesting and growing area of business for us has
been in developing regional and local regeneration plans.
Federation Square, Melbourne, Australia
The Gate, Dubai International Financial Centre,
Dubai
Number One Peking Road, Hong Kong
10 Hyder Consulting PLC annual report 2003
operating review continued Within our specialist teams, the façades group has gone from strength to strength with notable projects such as
One Peking Road in Hong Kong and a growing reputation in the area of environmentally sustainable development
(ESD). Our geoenvironmental team continued to play an important role in enabling us to offer full site appraisal
and land development services to clients such as the Welsh Development Agency.
Over the next year, the outlook for the Middle East remains strong. The positive effect and integration of our
acquisitions in Australia over the last year was very encouraging and we will continue to monitor acquisition
opportunities in all our geographic markets that can enhance our earnings potential.
Telecommunications
We have increased our share of the market, but against a backdrop of restricted infrastructure investment due to
the high cost of acquiring third generation network rights. Additional projects were taken on during the year for
Orange, '3' (formerly Hutchison3G) and Optus involving engineering support for infrastructure roll-outs.
Building on this core business, we have been able to develop a number of new, promising business streams. 
We have quickly become a market leader in assessing safety issues related to electromagnetic levels around
masts and base stations - so called 'electrosmog'.  We are working with both network owners and local authorities
to quantify and mitigate the perceived risks.
Access to advanced telecommunications services is increasingly important to commercial and regional
development. In the UK, we are advising regional development agencies, such as the East of England
Development Agency and The Thames Gateway London South Partnership, on upgrading telecommunications
provision in rural and development areas.
We have also secured early involvement in the infrastructure design for the new UK dedicated railway
telecommunications network - GSM(R), and are also supporting the development of a TETRA radio network for
the Taiwan High Speed Rail (see below).
The growth in telecommunications consultancy business continued to develop around a strong core of strategic
consultancy for the emergency services and Home Office, including various commissions to support the
implementation of digital radio across the UK.
In order to further strengthen specialist telecommunications support to other business sectors and markets outside
the UK, we appointed a Group Telecommunications Function Director at the beginning of 2003.
Strategic communications
consultancy for the Shropshire
Fire Brigade, UK
Hyder Consulting PLC annual report 2003 11 12 Hyder Consulting PLC annual report 2003
operating review continued
Railways
The major project wins during the year were in Australia
and Germany. In October 2002, we were appointed as
independent design verifier for the Paramatta Rail Link in
the suburbs of Sydney. Our German subsidiary Acerplan
won one of its largest ever commissions for site
supervision of the development of a new main railway
station for Berlin.
These were important wins for us as our involvement in
the civil engineering side of both Taiwan High Speed Rail
project and West Rail in Hong Kong should finally come to
a close later in the 2003-04 financial year. It must be noted
that, despite these two projects having been major
sources of turnover in recent years, neither has achieved
the profit or risk profile we seek for the future.
The UK Government's decision to liquidate Railtrack
caused delays in the release of new contracts with a
knock-on effect on the number of project opportunities
available to us. Nevertheless, we maintained a robust
workload through the strong relationships developed with
contractors employed on the existing regional Structures
framework contracts such as Birse Rail. 
A secondary, but increasingly important, area of our rail
business is network communications infrastructure.
Notably, we were appointed to support Toshiba in the
design and roll-out of a TETRA radio network for Taiwan
High Speed Rail link.
Defence
A strong performance was founded upon the award of two
Principal Support Provider (PSP) Contracts by MoD
Defence Estates in the UK for the provision of technical
support to the South East England and South West
England Regional Prime Contract integrated project
teams. These contracts are for up to 10 years and initially
involve the secondment of approximately 20 staff into
Defence Estates' offices for the procurement stages of the
two Regional Prime Contracts, followed by the
secondment of significantly larger numbers of staff to
support Defence Estates in managing the Prime
Contracts. 
Further regional Prime Contract PSP appointments are
expected during the 2003-04 financial year and we hope
to be able to secure at least one on the basis of our
performance to date.
New Central Station for Berlin, Germany, due
for completion in 2008, UK
Project Evergreen, UK Project Aquatrine, the privatisation of water supply and wastewater treatment for 3,000 military sites throughout the
UK, for which we are technical advisers to MoD, is proceeding on programme.  Also, the provision of advisory
services to MoD Defence Estates for infrastructure maintenance and development at military sites in Germany and
Cyprus continues through our offices in Dusseldorf and Episkopi respectively.
Health and education
In the UK, initiatives such as Procure 21, LIFT and ACADs are pushing the concepts of private finance and early
contractor involvement progressively into smaller scale health developments controlled in regional markets.
Consequently, our UK team has been working hard to provide Hyder Consulting with opportunities to work with
those companies that are expected to be leading players in this rapidly evolving market.
Many are already well known to us through involvement in larger Private Finance Initiative schemes. During the
year we won design roles on new facilities in East and West London, a community hospital in West Sussex, and a
specialist children's unit in Bristol to go with a number of ongoing projects.
The acquisition of Australian building services consultant, P&D Clarke, in May 2002 has broadened our offering to
the health market. The new team established in Melbourne brings many years' experience of the needs of
healthcare and pharmaceutical facilities, including clean rooms and operating theatres. Current workload includes
the refurbishment of a 90 bed private healthcare facility with three new operating theatres.
Within the education market, we secured sizeable commissions as geotechnical and structural designers for a new
hall of residence at the University of Exeter and for an upgrade of teaching and accommodation facilities at the
University of Aston Business School. Extensions to our appointment at Imperial College London included façade
design for the Tanaka Business School.  In Hong Kong, the Schools Improvement Programme has entered the
second year of a planned five-year overhaul of primary teaching facilities.
BUPA Hospital, Bristol, UK
Colfox School, UK
Hyder Consulting PLC annual report 2003 13 14 Hyder Consulting PLC annual report 2003
Energy
For many years, Hyder Consulting has provided mainly
environmental consultancy services to the traditional and
renewable energy markets. During the year, this continued
with a two-year term commission to provide environmental
audits for Transgrid, Australia's largest electricity
distributor, and an appointment to advise on the widening
of the navigation channel for the Lamma Power Station in
Hong Kong. 
This environmental experience, coupled with other
engineering specialisms, has enabled us to increasingly
broaden our service in the renewable energy market. In
certain parts of the world, including the UK, offshore and
land based wind power projects are among the areas of
highest renewable energy potential.  A case in point is the
proposed 100MW offshore wind power site at Scarweather
Sands in Wales. We also have experience in providing
advice for hydroelectric, combined heat, power and
biomass projects.
Finance / Management Advisory
We have over 100 consultants offering a specific set of
management and advisory services, such as asset
management, project management and risk management
through our other sector marketing groups.
Our advisory teams have concentrated on adding value for
clients on new and existing commissions such as the
London Underground PPP, the UK Ministry of Defence
regional PSP, support for the Abu Dhabi Municipality, and
other projects in the water, rail, highways, transport and
property sectors.  As part of our strategy, we plan to
progressively grow this area of our business over the
coming year.
Tim Wade
Chief Executive
9 June 2003
Scarweather Sands, Wales, UK
(opposite page) Torbay Sewage Treatment
Works, UK
operating review continued Hyder Consulting PLC annual report 2003 15 16 Hyder Consulting PLC annual report 2003
financial 
review
The Financial Review covers both the actual results (including only five months of the acquired Hyder Consulting
Holdings Group) and for comparison purposes non-statutory information is set out on page 66.  All other numbers
are based on actual numbers in the financial statements on pages 34 to 38.
The financial statements have been prepared in accordance with generally accepted accounting principles in the
UK and cover the results of the Group for the year to 31 March 2003.
Trading
Actual results
Total turnover for the year was £50.5m (2002: £0.2m).
Operating profit for the year was £2.1m (2002: Loss £0.2m).
The net interest income in the year was £0.11m (2002: £0.25m). 
Non-statutory information
In order to aid comparison to results as disclosed in the Listing Particulars dated 27 September 2002, non-
statutory information is set out on page 66 for the year ended 31 March 2003 as if the acquisition had taken place
on 1 April 2000.
Total turnover for the year was £115m (2002: £120m).  Turnover decreased by 3.8% year on year. 
Operating profit before goodwill and exceptionals increased by 111% to £1.1m (2002: £0.5m).  This increase was
achieved despite an increase in Professional Indemnity Insurance.
Operating margins increased from 0.45% to 0.99%.
The net interest charge in the year was £0.29m (2002: £0.31m) reflecting increased borrowing levels offset by
lower interest rates on those borrowings.
Taxation
The tax charge for the year of £514,000 (2002 : nil) represents an effective rate of 23.5% (2002:0%). The tax
charge is lower than the basic rate as profits in the Middle East and negative goodwill are not taxable.  Further
disclosure is provided on taxation in Note 8 to the financial statements on page 45.
Earnings per share
Basic earnings per share are influenced by the existence of negative goodwill.  It has increased to 10.78p (2002
restated: 1.15p).  Diluted earnings per share have increased to 10.76p (2002 restated: 1.15p).  In each case the
weighted average number of undiluted shares in issue in the year was 14,680,714 (diluted 14,706,916).  As a
result of the capital re-organisation that took place, the 2002 average number of shares in issue was restated to
8,146,966.  In addition to Basic and Diluted earnings per share Note 9 Earnings per ordinary share on page 46
also shows earnings per share before exceptional items and goodwill amortisation. Hyder Consulting PLC annual report 2003 17
Dividends
No dividend is proposed for the year to 31 March 2003 (2002: nil).
It is the Directors’ objective to pay an appropriate dividend in respect of the year to 31 March 2004 taking account
of the Group's long-term earnings potential and the need to maintain sensible dividend cover. To achieve this the
Group intends to restructure its share capital and reserves, as soon as is practical, to eliminate the profit and loss
reserve deficit and allow dividends to be paid as earnings are generated.
Pensions
The Group operates both defined benefit and defined contribution schemes. The defined benefit scheme was
closed to new members on 31 March 2001.
At 1 April 2002, an actuarial valuation of the AcerGroup Pension Scheme on an on-going basis using market
related assumptions revealed a funding level of 94% corresponding to a gross deficit of £3.6m.  As a
consequence, and on the advice of an independent actuary, the Group increased its contributions rate by 0.5%
and offered members the choice of increasing member contributions from 1 August 2002 or earning benefits at a
lower rate of accrual (80ths rather than 60ths).
At that same date an FRS17 deficit of £8.4m was reported (£5.8m net of deferred tax).  At 31 March 2003 the
FRS17 deficit is calculated to be £31.8m (£22.3m net of deferred tax).  This reflects further significant falls in the
equity market and a reduction in bond yields.
The increase in funding rates introduced in August 2002 represented a major step towards eliminating the
perceived deficit.  Market volatility inevitably leads to significant variations in FRS17 valuations.  The Board is
keeping the situation under close review and further steps are being considered to minimise the Group's exposure
over time.
A fair value adjustment was made at the date of acquisition which included an estimated actuarial deficit at that
date of £5.1m (£3.6m net of deferred tax).
All pension costs are charged to the Profit & Loss Account so as to spread the costs of pensions evenly over the
normal expected service lives of the employees. The total amount charged is calculated in accordance with SSAP
24.
Cash flow
The Group has moved from a net funds position of £5.6m at acquisition to a net debt position at 31 March 2003 of
£3.2m.  This is mainly due to the acquisition of Hyder Consulting Holdings Limited.  During the year, cash inflow
from operating activities since acquisition was £7.5m (2002: outflow £0.6m) and was partially due to the public
service settlement practice.
Acquisitions
Firth Holdings PLC acquired Hyder Consulting Holdings Ltd on 22 October 2002.  The Group acquired Warren &
Rowe (a building structures operation in Melbourne) on 7 January 2003.  This acquisition forms part of a strategy
of acquiring small infill business units aimed at strengthening existing operations both geographically and in terms
of the services offered.
Funding and debt facility
The Group has a working capital facility comprising a revolving credit facility of £5.0m and an on demand overdraft
facility with HSBC of £1.5m, which is due to expire on 4 September 2004. Negotiations have commenced with a
view to extending this facility. Treasury policy
Established procedures exist to monitor cash flow, currency and interest rate risks in accordance with the policy
set by the Board.
At the time of the acquisition, Hyder Consulting's facilities with HSBC, the Group's principal bankers were
extended and the terms improved.  The Group has revolving credit, overdraft and bonding facilities with HSBC.
A summary of the Group's use of derivative and financial instruments is given in Note 17 of the Financial
Statements on page 50.
Currency
Approximately half of the Group's turnover is generated in the UK and denominated in Sterling.  The balance is in
the Middle East (mainly the UAE), Germany, Hong Kong and Australia where turnover is normally denominated in
the relevant local currency.  The turnover and costs of our overseas operations normally arise in the same
currency and consequently the exposure to exchange differences is not normally significant and consequently not
hedged.  Where a mis-match does exist it is priced for in our contracts.  Most of our overseas operations maintain
local currency overdraft and bonding facilities, which provide partial mitigation against balance sheet risk.  It is not
considered necessary to hedge the net investment in overseas subsidiaries, but this risk is considered alongside
the general commercial risks attaching to the geographies in which we operate.
Insurances
It is the Group's policy to cover risk through insurance. The major area of risk covered by insurance relates to
professional indemnity. The hardening of the insurance market generally following 9/11 and the decline in equity
markets increased our insurance costs by over 100% last year. A further increase is expected in the next year.  At
the same time excess levels have more than doubled. We are actively investigating the use of captive insurance
to mitigate some of this risk. We have also further enhanced our risk management procedures in order to minimise
our future claims record.
Simon Hamilton-Eddy
Financial and Commercial Director
9 June 2003
18 Hyder Consulting PLC annual report 2003
financial review continued Hyder Consulting PLC annual report 2003 19
directors and
advisers
Directors
Sir Alan Thomas  
Chairman
Tim Wade 
Chief Executive
Simon Hamilton-Eddy
Financial & Commercial Director
Peter Morgan 
Non-Executive Director
Peter Higgins  
Non-Executive Director
Company Secretary
Simon Hamilton-Eddy
Registered office
29 Bressenden Place 
London SW1E 5DZ
Auditors
PricewaterhouseCoopers LLP
Temple Court, 35 Bull Street
Birmingham  B4 6JT
Solicitors
Wragge & Co
55 Colmore Row
Birmingham  B3 2AS
Registrars
Northern Registrars Ltd
Northern House, Woodsome Park
Fenay Bridge, Huddersfield  HD8 0LA
Brokers
Evolution Beeson Gregory
The Registry, Royal Mint Court
London  EC3N 4LB
Principal bankers
HSBC Bank plc
22 Victoria Street, London SW1N 0NJ
Sir Alan Thomas  Chairman  (age 60) 
Sir Alan is currently also Chairman of Three Valleys Water
plc, the University of Westminster and Chelverton Asset
Management. Previously, he was President and CEO of
Raytheon Europe International and was head of the British
government's defence exports organisation, a Member of
the Engineering Council, a Senior Industrial Advisor to the
Water Regulator and a Director of Powergen plc.
Peter Higgins
Non-Executive Director  (age 71)
Peter was formerly Director of Overseas Operations of
GEC plc and is currently also a director of a number of
private companies.
Peter Morgan MBE
Non-Executive Director (age 67)
Peter is Chairman of Baltimore Technologies plc and Technetix plc,
and a Director of Oxford Instruments. He is former Chairman of NPI,
SWALEC plc , PACE Micro Technology plc and KSC Ltd. He is a
Director of the Association of Lloyds Members and an elected
member of the Council of Lloyds. He is a former Director of IBM UK
Holdings plc and IBM Europe and a former Director General of the
Institute of Directors.
Tim Wade Chief Executive (age 58)
Tim has been involved with Hyder Consulting and its
predecessors since 1991. After a time in charge of the Asia
Pacific business, he was appointed managing director in
1998 and led a management buy-out of Hyder Consulting
Group Limited in January 2001.
Simon Hamilton-Eddy
Financial and Commercial Director (age 57)
Simon joined Hyder Consulting in 1992 and was appointed
Finance Director in 1993. He subsequently took
responsibility for the commercial function in 1998. A
member of the Institute of Chartered Accountants of
Scotland, he played a key role in the management buy-out
in January 2001. Simon is also Company Secretary. 20 Hyder Consulting PLC annual report 2003
directors
report
The Directors have pleasure in presenting their annual report, together with the audited financial statements for the
year ended 31 March 2003 on pages 34 to 65.
Principal activities and business review
Hyder Consulting PLC (formerly known as Firth Holdings plc) is a management consultancy and engineering
design business. The core services consist of technical and engineering consultancy and the planning, design and
management of infrastructure projects.  In addition to this Hyder Consulting PLC offers expertise in disciplines in
civil and structural engineering, environmental assessment and engineering, geotechnics, mechanical and
electrical engineering, systems engineering, project management and institutional strengthening. 
The future outlook for the Group is covered in the Chairman's statement on pages 2 to 4.  The business review is
covered in the Chief Executive's review on pages 5 to 15 and Financial review on pages 16 to 18.
Change of name
The Company was formerly known as Firth Holdings plc.  As a result of the acquisition, the Company changed its
name to Hyder Consulting PLC on 22 October 2002.
Results
The results for the year include those of Hyder Consulting PLC (formerly Firth Holdings plc) and its subsidiaries for
the full year and Hyder Consulting Holdings Limited and its subsidiaries for the five-month period since acquisition.
The profit on ordinary activities before the amortisation of negative and positive goodwill, interest, taxation and
after exceptional items amounted to £1,762,000 (2002: loss £154,000).  The retained profit for the year ended 31
March 2003 was £1,582,000 (2002: £94,000).
Dividends
The Directors do not recommend payment of a dividend (2002: nil).
Directors and their interests
Details of the Directors of the Company are given on page 19.  All the Directors shown served throughout the year,
with the exception of Tim Wade and Simon Hamilton-Eddy who were both appointed as Directors in connection
with the acquisition of Hyder Consulting Holdings Ltd on 21 October 2002.  On 27 September 2002 Jack Hobbs
resigned from the Board.
Details of Directors' interests in shares of the Company are included in the Directors' Remuneration Report on
pages 28 to 31.
Retirement, election and re-election of Directors
In accordance with the Articles of Association, Tim Wade and Simon Hamilton-Eddy having joined the board in
October 2002 hold office until the conclusion of the Annual General Meeting, at which, being eligible, they shall
offer themselves for re-appointment.  Details of their service contracts appear in the remuneration report on pages
28 to 31. Hyder Consulting PLC annual report 2003 21
The Director to retire by rotation at the Annual General Meeting is Sir Alan Thomas who, being eligible, offers
himself for re-election.  Details of Sir Alan's service contract appear in the remuneration report.
Share capital and major shareholders
Details of the share capital of the Company as at 31 March 2003 are set out in Note 20 on page 55.  At 8 June
2003, the following notifiable shareholdings representing 3% or more of the issued ordinary share capital had been
notified to the Company:
Number of shares % of total
Tim Wade
Simon Hamilton-Eddy
The Bank of New York (Nominees) Ltd
Alan Proctor
Keith Reynolds
SBS Nominees Ltd
HSBC Global Custody Nominee (UK) Ltd
Annual General Meeting
The notice of the Annual General Meeting is set out on page 69.
Policy on the payment of creditors
It is the Company and Group policy to comply with the terms of payment agreed with suppliers. Where payment
terms are not negotiated the Company and Group endeavour to adhere to suppliers' standard terms. The average
payment in terms of the full year was 80 days (2002: Comparative unavailable owing to the size of the Company).
Employees
Management recognises that employees are key to both the present and future success of the Group and support
the fundamental belief that to maximise the potential of every individual there must be:
• Significant investment in training and development;
• A supportive working environment;
• Employee participation and involvement in business matters.
To this end, management is evolving a framework of comprehensive policies, which will balance both the Group
and individual needs.  Across the Group all employees have the opportunity to discuss their individual
performance and development in a focussed way. 
Management continues to consult employees at all levels in the spirit of partnership and co-operation and the use
of employee opinion and attitude surveys provides management with valuable information, which is taken into
account when making policy decisions.
Management continues to monitor the Group's equal opportunity policy and offer equality of opportunity and
support for disabled employees and maintain good links with external organisations to encourage involvement in
the workplace of disabled members of the wider community. Arrangements are made where possible for retraining
employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and
abilities in line with the Group’s operational requirements.
A Group personal pension scheme was set up for employees on 1 April 2001 following the closure of the defined
benefit scheme to new entrants (Note 28).
18.23%
12.15%
8.50%
8.29%
8.20%
8.03%
3.03%
4,190,513
2,793,676
1,953,174
1,905,801
1,885,801
1,844,814
695,587 22 Hyder Consulting PLC annual report 2003
directors report continued
Health and safety
We believe that the well being of our staff is of paramount importance and to this end we have maintained our
focus on health and safety during the year.  We have increased our professional safety team in order to provide
safety advice and continued the development of our electronically based health and safety management system.
We have achieved the key health and safety company objectives set for 2003.  In the UK alone we have provided
over 250 external and 700 internal training days ranging from general safety awareness to specialist safety
training relating to the various types of engineering sectors.
We have further improved our commitment to health and safety through more staff consultation and
communication with representatives of employee safety and we continue to underline the importance of safe
working practices at all levels of the Group.
We have provided considerable health and safety consultancy advice to clients in all sectors and we continue to
undertake specialist duties under the Construction (Design and Management) Regulations.
Contributions for charitable and political purposes
During the year, there have been no political donations (2002: nil).  Charitable donations amounted to £2,354
(2002: nil).
Auditors
Following the conversion of our auditors PricewaterhouseCoopers to a Limited Liability Partnership (LLP) from 1
January 2003, PricewaterhouseCoopers resigned and the Directors appointed its successor,
PricewaterhouseCoopers LLP as auditors.  A resolution to reappoint PricewaterhouseCoopers LLP as auditors to
the Company will be proposed at the Annual General Meeting.
Simon Hamilton-Eddy
Company Secretary
9 June 2003 Hyder Consulting PLC annual report 2003 23
directors
responsibilities for the financial statements
The Directors are required by the Companies Act 1985 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 as at the end of the financial
year and of the profit or loss of the Group for the year.
In preparing the financial statements, the Directors are required to: -
• Select suitable accounting policies and 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.
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.  
It is the Directors' responsibility to maintain adequate accounting records and to institute and maintain systems
and controls designed to safeguard the assets of the Company and the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The maintenance and integrity of the Hyder Consulting PLC website is the responsibility of the Directors; the work
carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial statements since they were initially
presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
By order of the Board
Simon Hamilton-Eddy
Company Secretary
9 June 2003 24 Hyder Consulting PLC annual report 2003
corporate
governance report
The Group is committed to managing its affairs in accordance with the Principles of Good Corporate Governance
and the Code Provisions set out in section 1 of the Combined Code on Corporate Governance incorporated into
the Listing Rules issued by the Financial Services Authority ("the Code").
A summary of the Company's procedures for applying the principles of the Code appears below:
Board and Committee structure
The board consists of two executive directors, two non-executive directors and an independent chairman. Peter
Morgan and Peter Higgins are considered by the board to be independent. The senior independent director is
Peter Morgan. Notwithstanding the fact that Sir Alan Thomas has share options in the Company and that he was
chief executive prior to the acquisition of Hyder Consulting, Sir Alan is now considered by the board to be
independent.
There is a clear separation of the functions of chairman and chief executive. The board meets every month and
has a formal schedule of matters reserved to it for decision.
The financial and commercial director also acts as company secretary. An external law firm provides assistance in
company secretarial matters. The directors have access to the advice and services of the company secretary and
are empowered to take independent professional advice in the furtherance of their duties at the Group's expense
where appropriate.
In accordance with the Company's articles of association, one-third of the board is required to retire by rotation
each year. 
The Audit Committee, which meets regularly, comprises the three independent directors and is chaired by Peter
Morgan. The Audit Committee is given the power to consult external auditors without the executive directors being
present to obtain independent advice.  The committee also has specific responsibility for considering the selection,
appointment and dismissal of the external auditors, as well as assessing the relative scope of their work, the
extent of their non-audit services, their level of remuneration and their objectivity and independence.
The Nomination Committee comprises the three independent directors and is chaired by Sir Alan Thomas.  The
committee, which meets at least once a year, is responsible for the nomination for board approval of executive and
non-executive candidates for board appointment.  
The Remuneration Committee, which meets quarterly, comprises the three independent directors and is chaired
by Peter Morgan.  The committee has responsibility for determining remuneration packages for the executive
directors and approving the directors' remuneration report. No director is involved in any decision making as to his
own remuneration. The remuneration report is set out on pages 28 to 31.
Each of the above committees has formal written terms of reference, which are reviewed by the board at regular
intervals. Hyder Consulting PLC annual report 2003 25
Financial reporting
Detailed reviews of the performance and financial position of each geographical area are included within the Chief
Executive's Review and Operating Review.  The board uses the Chief Executive's Review, the Operating Review
and the Financial Review, together with the Chairman's Statement and the Directors' Report, to present a
balanced and understandable assessment of the Group's position and prospects to shareholders.
Internal controls
In accordance with the Code, the directors have conducted a high level review on the effectiveness of the Group's
internal controls including operational, financial, compliance and risk management controls. The board has overall
responsibility for the Group's systems of internal control. The systems are designed to mitigate risk rather than
eliminate it. The key features of the systems of internal control, which operated during the year, are as follows: -
• Financial control
The Group has a comprehensive level of reporting financial results to the board.  Each region produces a 
monthly management information pack showing actual results against budget and reforecast.  Regional 
monthly reviews are also carried out by the chief executive and finance director.  There is a comprehensive 
planning system, including a three-year plan and a detailed yearly budget, which are approved by the board.  
Forecasts are prepared quarterly
• IT systems
The Group has established controls and procedures over the security of data and is in the process of 
completing disaster recovery arrangements for all regions
• Business sector reviews
The Group constantly reviews the sectors in which it works and all projects are reviewed throughout their life 
so as to benefit future project work. Also, in order to maintain the Group's ISO9001 accreditation, a number of 
internal reviews and checks take place, which are as follows: -
• Yearly mandatory audits in all areas (sales and marketing, project management, health and safety, office 
management, environmental, human resources)
• Significant areas of risk reported to the company management review group.  If deemed important to the 
Group, the information would be passed to the board
• Health and Safety
The Group regularly reviews and reports on all health, safety and environmental matters applicable to the 
Group
• Risk Management
Structured risk management is implemented throughout the business. Risk assessments are completed for all 
significant invitations to tender for work. Project risks are reviewed monthly and reported on through the 
business review process. A high level business risk analysis has been undertaken and a register of such risks 
is maintained. A senior risk manager has been appointed and will lead the risk management programme within 
the business. This programme is aimed at identification and quantification of risk as well as determining and 
measuring the results of mitigation measures. It is also aimed at creating a culture that is more risk and 
opportunity aware. In addition to operational risks, the board considers from time to time strategic risks to the 
business.
Given the Group’s size the board does not consider it is appropriate to have an internal audit function, although it
keeps the position under regular review. 26 Hyder Consulting PLC annual report 2003
Relations with shareholders
The board places considerable importance on maintaining good communications with shareholders.   The Group's
website (www.hyderconsulting.com) provides regularly updated information in relation to the Group's activities and
financial performance. The Annual General Meeting gives shareholders, both private and institutional, the
opportunity to meet and ask questions of the directors including the chairmen of the audit, remuneration and
nomination committees.
Going concern
Following a review of the Group's financial results and forecast the directors are satisfied that the Group has
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.
Statement of Compliance
The Company has complied with the provisions stated in section 1 of the Combined Code on Corporate
Governance throughout the year with the exception of the constitution of the Audit and Remuneration Committees
prior to the acquisition of Hyder Consulting in October 2002. In each case, there were only two independent
directors which reflected the size of the Company's board at that time.
By order of the Board
Simon Hamilton-Eddy
Company Secretary
9 June 2003
corporate governance report continued Hyder Consulting PLC annual report 2003 27
corporate
and social responsibility report 
As one of the world's leading engineering design and management consultancies, Hyder Consulting is committed
through its vision and values to achieving the highest standards on social, environmental and ethical issues.
At Hyder Consulting we are committed to what we do and the way we do it.  Our shared vision is based on the
premise that given the diversity of projects we undertake and the impact we have on enriching peoples' lives, we
work within a sustainable framework that gives confidence to our stakeholders and strength to our brand. We
understand and accept society's call for increased transparency and auditability of global business activity and
seek to participate in the development of fundamental process improvements.
On the road to achieving our own externally assured Corporate and Social Responsibility annual report, using the
principles and processes articulated by the Global Reporting Initiative and the World Business Council for
Sustainable Development, we have set ourselves a timetable to reach that goal by 2006, and during the
intervening period will report annually to our stakeholders on progress. Over the next two years alone we will be
rolling out to all offices in the UK our ISO 14001 Environmental Management System and during the same period
we aim to achieve "Investors in People" accreditation.  28 Hyder Consulting PLC annual report 2003
directors’
remuneration report 
All information in this section is not required to be audited and is not covered by the auditor’s report unless
otherwise indicated.
Remuneration policy 
The Company's remuneration policy aims to attract, motivate and retain high calibre executives by rewarding them
with competitive salary and benefit packages that are linked to both individual and business performance. This is
the policy for this year and the foreseeable future. The remuneration policies on performance bonuses, share
option schemes and directors' service contracts are given in the relevant sections below. 
Membership 
The Remuneration Committee comprises the three independent directors and is chaired by Peter Morgan.
Remuneration information 
The remuneration agreed by the Committee for the executive directors contains the elements of a base salary,
bonus incentives, pension, and permanent health and life assurance benefits.  The Committee also makes
recommendations for the grant of options.  The Hyder Consulting PLC Executive Share Option Scheme 2002 was
approved at the extraordinary general meeting of the Company held on 21 October 2002 and will be implemented
after the results are published. The Committee has not taken any external advice in relation to remuneration. 
Base salary
Salaries are determined at levels prevailing for executive directors of a comparable status employed by
comparable companies, taking into account relative performance.  Salaries are normally reviewed annually.
Performance bonus
Bonus entitlement is related to the performance of the executive directors and the Group.  Bonus criteria for the
executive directors are determined by the Remuneration Committee.  They are based on improvement in earnings
per share against predetermined targets.  Under the terms of their contracts the executives can earn up to 50% of
their base salaries from such bonus payments.
For the year ended 31 March 2003, the Committee has approved bonus payments as follows:
Tim Wade - £18,550
Simon Hamilton-Eddy - £15,625
Retirement benefits 
The two executive directors are members of the Group Personal Pension Plan.  The plan is approved by the
Inland Revenue and is contracted out of the state earnings related pension scheme.  The executive directors
contribute 11% of their Inland Revenue capped pensionable salary to the plan and their normal retirement age is
65. Benefits under the plan also include life cover of five times their salary.
Other benefits
Other benefits for executive directors include a car and payment of its operating expenses (or equivalent car
allowance), entitlement to a non-contributory private healthcare scheme and a permanent health scheme.
Share Option Scheme
The Hyder Consulting PLC Executive Share Option Scheme 2002 (the "Scheme") was approved by the Company
on 21 October 2002.  The Scheme is an Inland Revenue Approved Share Option Scheme, restricted to the
granting of options of up to £30,000 per person.  The grant of share options under the Scheme is at the discretion
of the Remuneration Committee.  The objective of the Scheme is to promote amongst the Senior Management Hyder Consulting PLC annual report 2003 29
Group ("SMG") a longer-term involvement in the profitability of the Group.  The exercise of options will be subject
to the satisfaction of performance conditions, as determined from time to time by the Remuneration Committee
and imposed at the time of grant, which relate to the performance of the Group over a specified measurement
period as notified to option holders.
No options are currently issued under the Scheme.
Directors' service contracts 
The Company's general policy on service agreements is that they should not exceed 12 months and that
compensation payable on termination should not exceed 12 months remuneration.
Executive Directors 
Tim Wade's service contract (dated 8 January 2001) is terminable in writing by the company giving eighteen
months' notice or the individual giving six months’ notice. This arrangement pre-dates the acquisition of HCHL by
Firth. The Committee will keep the terms of this contract under review. Simon Hamilton-Eddy's service contract
(dated 8 January 2001) is terminable in writing by the company giving twelve months' notice or the individual
giving six months’ notice. 
Tim Wade and Simon Hamilton-Eddy are entitled to receive compensation on termination equal to the pensions
contributions that would have been made by the employing company between termination and the date they would
reach the age of 60 or the equivalent of 12 months' pension contributions (up to age of 64), whichever is greater.
Non-Executive Directors and Chairman
Sir Alan Thomas entered into a service contract at the time of the acquisition.  His contract is terminable in writing
by either party giving twelve months' notice.
The Board determines remuneration of the non-executive directors.  The relevant non-executive director is not
present during the discussion of his remuneration package.  Non-executive directors are not entitled to pensions,
annual bonus or any similar payments other than expenses properly incurred in connection with the performance
of their duties.  Peter Morgan and Peter Higgins were re-elected at the last Annual General Meeting.
Performance Graph 
The graph below shows Hyder Consulting PLC (formerly known as Firth Holdings plc) total shareholder return
compared to the FTSE All-Share Index over the four financial years ended 31 March 2003.
Return on £100 worth of shares in Firth Holdings plc purchased in March 1999 against the FTSE All-Share market values.
Return on 
Firth Holdings 
plc Shares
Return on the 
FTSE All-Share 
Index 30 Hyder Consulting PLC annual report 2003
remuneration report continued
Directors’ remuneration (Auditable information)
Directors' remuneration earned to 31 March 2003
The executive directors' salaries are pensionable up to the maximum salary cap (£97,000).
Notes:
i) Basic salary was that paid in respect of the period during which individuals were Directors.  Simon Hamilton-Eddy and Tim Wade were 
elected to the Board on 21 October 2002. Full year salary comparisons for Simon Hamilton-Eddy and Tim Wade are £125,000 and 
£140,000 respectively. Jack Hobbs resigned on 27 September 2002.  The bonuses paid to Sir Alan Thomas and Jack Hobbs were in relation to 
the successful completion of the acquisition.
ii) Benefits in kind are calculated in terms of UK taxable values.  For the executive Directors they comprise: a company car, a fuel card and private
medical insurance.
iii) Sir Alan's role changed from chief executive to chairman after the acquisition on 22 October 2002.
iv) 2 Directors (2002:1) are accruing benefits under a money purchase scheme.
Directors' long-term incentives 
There are no long-term incentive plans in operation.
Directors' share options (Auditable information)
During the year ended 31 March 2003, no share options were granted to, or exercised by, any Director of the
Company, and no Director held unexercised options, save for an option granted to Sir Alan Thomas on the
following terms:
Date of Grant Number of ordinary Exercise Price Exercisable between
shares
27 September 2002 575,473 72p 1 April 2004 and 26 September 2012
Sir Alan's option (which was approved by shareholders on 21 October 2002) is subject to a condition that growth
in the basic earnings per share of the Company exceeds the growth in the Retail Price Index by not less than 4%
per annum on a compound basis.  This condition will be measured over the financial year ending 31 March 2004.
If the condition is not satisfied, it will be re-measured over the two financial years ending 31 March 2005, and if not
then satisfied will be re-tested over the three financial years ending 31 March 2006.  If the condition is not satisfied
at that point, the option will lapse. 
The award of these options to Sir Alan was approved by the shareholders of Firth Holdings plc at an Extraordinary
General Meeting held on 21 October 2002 which also approved the acquisition of Hyder Consulting Holdings
Limited. 
Executive
Sir Alan Thomas (i) & (iii)
Tim Wade (i)
Simon Hamilton-Eddy (i)
Jack Hobbs (i)
Non Executive
Sir Alan Thomas (iii)
Peter Morgan
Peter Higgins
2002
£’000
19
-
-
-
-
-
-
19
2003
£’000
9
6
6
-
-
-
-
21
Total
2002
£’000
107
-
-
50
-
13
13
183
Total
2003
£’000
118
83
74
77
25
13
13
403
Benefits
in kind
£’000
-
6
6
-
-
-
-
12
Bonus
£’000
60
19
16
50
-
-
-
145
Fees
£’000
-
-
-
-
25
13
13
51
Basic
salary
£’000
58
58
52
27
-
-
-
195
Pension Contributions The non-executive directors are not entitled to participate in the Hyder Consulting PLC Executive Share Option
Scheme 2002, and it is not currently intended that any executive director will receive options under this scheme.
Share Price 
The share price at close of business on 31 March 2003 was 40.5p.  The high for the year was 68p and the low
was 27p.
Directors' interests 
There were no significant contracts subsisting during or at the end of the year with the Company or any of its
subsidiaries (other than service contracts) in which any director is, or was, materially interested.
Directors' shareholdings 
The interests of the directors' in the share capital of Hyder Consulting PLC (formerly Firth Holdings plc) are set out
below:
Ordinary shares of 10p Ordinary shares of 10p
31 March 2003* 31 March 2002*
Sir Alan Thomas 340,189 110,000
Tim Wade 4,190,513 -
Simon Hamilton-Eddy 2,793,676 -
Peter Morgan 31,799 31,800
Peter Higgins 2,160 2,160
Jack Hobbs -                         3,265
* The current and previous year comparatives are re-stated after the capital reorganisation on 22 October 2002 (See Note 20 on page 55). 
There have been no changes in the directors' beneficial interests during the period from the end of the financial
year to 9 June 2003.
Loan Notes 
As a result of the acquisition, loan notes were granted to certain Directors and senior employees of the Group.
The Directors’ holdings are as follows: -
Nominal Nominal
amount of amount of Loan notes
Loan notes loan notes loan notes as at 31
as at 1 granted exercised March Loan note Repayable
April 2002 during the year during the year 2003 price from
Tim Wade -  1,717,218 - 1,717,218 100p 31 May 2003
Simon Hamilton-Eddy - 1,144,812 - 1,144,812 100p 31 May 2003
The loan notes were repaid on 31 May 2003.
Directors' pensions (Auditable information)
Executive Directors participate in the Group Personal Pension Plan that is a Money Purchase Scheme.  The
pension costs are based on the Pension Cap set each year by the Government (set at £97,200 for the last
financial year).  The plan provides for a pension at a normal retirement age of 65 and each Director pays an
annual contribution equal to 11% of pensionable salary.
On behalf of the Board
Peter Morgan
Chairman of Remuneration Committee
9 June 2003 
Hyder Consulting PLC annual report 2003 31 32 Hyder Consulting PLC annual report 2003
independent auditor’s
report to the members of Hyder Consulting PLC
We have audited the financial statements that comprise the consolidated profit and loss account, the statement of total
group recognised gains and losses, the group and company balance sheets, the consolidated cash flow statement and
related notes.  We have also audited the disclosures required by Part 3 of Schedule 7A to the Companies Act 1985
contained in the Directors' Remuneration Report ("the auditable information").
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and the financial statements in accordance with applicable
United Kingdom law and accounting standards are set out in the statement of directors' responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and
United Kingdom Auditing Standards issued by the Auditing Practices Board.  This report, including the opinion, has been
prepared for and only for the Company's members as a body in accordance with Section 235 of the Companies Act 1985
and for no other purpose.  We do not, in giving this opinion, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or in to whose hands it may come save where expressly agreed by our
prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial
statements and the auditable part of the Directors' Remuneration Report have been properly prepared in accordance
with the Companies Act 1985.  We also report to you if, in our opinion, the directors' report is not consistent with the
financial statements, if the Company has not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law regarding directors' remuneration and
transactions is not disclosed.
We read the other information contained in the Annual Report and consider the implications for our report if we become
aware of any apparent misstatements or material inconsistencies with the financial statements.  The other information
comprises the Chairman's Statement, the Chief Executive's Review, the Operating Review, the Financial Review, the
Directors' Report, the unaudited part of the Directors' Remuneration Report and the Corporate Governance Report and
the Corporate and Social Responsibility Report.
We review whether the Corporate Governance Report reflects the Company's compliance with the seven provisions of
the Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it
does not.  We are not required to consider whether the Board's statements on internal control cover all risks and
controls, or to form an opinion on the effectiveness of the Company's or Group's corporate governance procedures, or its
risk and control procedures.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board.  An audit
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements.  It
also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the
financial statements, and of whether the accounting policies are appropriate to the Company's circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations, which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and
the auditable part of the Directors' Remuneration Report are free from material misstatement, whether caused by fraud
or other irregularity or error.  In forming our opinion we also evaluated the overall adequacy of the presentation of
information in the financial statements. Hyder Consulting PLC annual report 2003 33
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of affairs of the Company and the Group at 
31 March 2003 and of the profit and cash flows of the Group for the year then ended and have been 
properly prepared in accordance with the Companies Act 1985; and
• those parts of the Directors' Remuneration report required by Part 3 of Schedule 7A to the Companies Act
1985 have been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Birmingham
9 June 2003 £'000
50,461
50,461
(11)
332
(49,007)
307
(48,379)
2,082
1
2,083
485
(377)
2,191
(514)
1,677
(95)
1,582
10.78p
10.76p
6.50p
6.49p
There is no difference between the profit on ordinary activities before taxation and the retained profit for the year stated above, and their historical cost
equivalents.
34 Hyder Consulting PLC annual report 2003
Turnover including share of joint 
venture:
Less; Share of joint venture
Turnover
Continuing operations
Acquisitions (five months trading)
Amortisation of positive goodwill
Amortisation of negative goodwill
Other operating costs (before exceptional items)
Exceptional items
Net operating costs
Group operating profit
Continuing operations
Acquisitions (five months trading)
Group operating profit
Share of joint venture
Operating profit including share of 
joint venture
Interest receivable
Interest payable
Profit on ordinary activities before 
taxation
Taxation 
Profit on ordinary activities after 
taxation
Minority interests
Retained profit for the year
Earnings per share (undiluted)
Earnings per share (diluted)
Earnings per share before exceptional items and 
goodwill (undiluted)
Earnings per share before exceptional items and 
goodwill (diluted)
Note
2a&b
2a&b
3&10
3&11
3&4
3
6
7
2c
8
25
24
9
9
9
9
£'000
50,525
(64)
-
50,461
(96)
2,178
£'000
158
-
158
158
-
158
-
-
(678)
366
(312)
(154)
-
(154)
-
(154)
249
(1)
94
-
94
-
94
1.15p
1.15p
1.15p
1.15p
consolidated profit and loss account for the
year ended 31 March 2003
31 March 31 March
2003 2002 Hyder Consulting PLC annual report 2003 35
statement of group total recognised gains and
losses
Retained profit for the year
Currency translation differences on foreign currency net investments
Total gains for the year
2002
£'000
94
-
94
2003
£'000
1,582
206
1,788 36 Hyder Consulting PLC annual report 2003
reconciliation of movements in group
shareholders’ funds for the year ended 31 March
2003
Note
Issue of ordinary share capital for the acquisition of HCHL 20
Premium on ordinary shares issued for the acquisition of HCHL 21
Proceeds of ordinary shares issues for cash 20
Shares to be issued from the acquisition of HCHL 22
Total recognised gain for the year (see page 35)
Net increase in shareholders' funds
Shareholders’ funds at 1 April 
Shareholders’ funds at 31 March
2003
£'000
1,458
4,310
138
17
1,788
7,711
5,797
13,508
2002
£'000
-
-
-
-
94
94
5,703
5,797 Hyder Consulting PLC annual report 2003 37
balance sheets as at 31 March 2003
Group Company
Note
Fixed assets
Intangible assets
- Goodwill 10
- Negative Goodwill 11
Tangible assets 12
Fixed asset investments 13
Investment in joint ventures
- Share of gross liabilities 13
- Transfer to provisions 19
Current assets
Debtors 14
Cash at bank and in hand
Current liabilities
Creditors : amounts falling due within one year 16a
Net current assets / (liabilities)
Total assets less current liabilities
Creditors : amounts falling due after more than 16b
one year
Provisions for liabilities and charges 19
Net assets 2d
Capital and reserves
Called up share capital 20
Share Premium 21
Shares to be issued 22
Capital Redemption reserve 23
Profit and loss account 24
Shareholders' funds (including non-equity
interests)
Equity minority interests 25
Non-equity minority interests 25  
Total shareholders' funds
Equity interest
Non-equity interest
The financial statements on pages 34 to 65 were approved by the board of directors on 9 June 2003 and were
signed on its behalf by:
Simon Hamilton-Eddy
Financial and Commercial Director
9 June 2003
2003
£'000
181
(980)
9,063
220
(421)
421
8,484
53,103
13,825
66,928
(46,536)
20,392
28,876
(3,779)
(10,391)
14,706
9,628
7,694
17
80
(3,911)
13,508
1,095
103
14,706
14,603
103
14,706
2002
£'000
-
-
-
-
-
-
-
359
5,625
5,984
(187)
5,797
5,797
-
-
5,797
8,147
3,269
-
80
(5,699)
5,797
-
-
5,797
5,797
-
5,797
2003
£'000
-
-
-
13,090
-
-
13,090
182
5,317
5,499
(6,807)
(1,308)
11,782
-
-
11,782
9,628
7,694
17
80
(5,637)
11,782
-
-
11,782
11,782
-
11,782
2002
£'000
-
-
-
115
-
-
115
462
5,568
6,030
(312)
5,718
5,833
-
-
5,833
8,147
3,269
-
80
(5,663)
5,833
-
-
5,833
5,833
-
5,833 38 Hyder Consulting PLC annual report 2003
consolidated cash flow statement
Net cash inflow / (outflow) from operating activities 
Returns on investment and servicing of finance 
Taxation paid
Capital expenditure and financial investment
Acquisitions and disposals 
Cash flow before financing
Financing
Increase / (decrease) in cash during the period
Reconciliation of net cash flow to movement in net funds
Net cash at start of period
Increase / (decrease) in cash in the period
Cash inflow from increase in debt
Other non cash movements
Loan notes issued
Deferred consideration
Finance leases
Loan and finance leases acquired with acquisition
Exchange difference
Net (debt) / cash at end of period
Note
26a
26b
26c
26d
26e
26f
2003
£'000
7,512
108
(510)
(34)
1,402
8,478
(639)
7,839
5,625
7,839
777
(6,000)
(142)
(446)
7,653
(10,630)
(206)
(3,183)
2002
£'000
(604)
248
-
-
-
(356)
-
(356)
5,981
(356)
-
-
-
-
5,625
-
-
5,625 Hyder Consulting PLC annual report 2003                  39 
principal 
accounting policies
The financial statements have been prepared in accordance with Accounting Standards applicable in the United Kingdom
and comply with the Companies Act 1985. A summary of the principal Group accounting policies, which have been
consistently applied, is set out below.
Basis of accounting
These financial statements have been prepared in accordance with the historical cost convention.
Turnover
Turnover, which excludes Value Added Tax, is principally derived from long-term contracts.  It is stated on the basis of the
sales value of work performed during the year by reference to the total sales value and stage of completion of these
contracts.  Income from variations to original contract terms is recognised once agreed and when the work is performed
with the client.
Basis of consolidation
The Group financial statements comprise a consolidation of the financial statements of Hyder Consulting PLC and all its
subsidiary undertakings, and include the Group's share of the profits or losses and net assets of associated undertakings.
The financial statements of each company in the Group are prepared to 31 March.  Uniform accounting policies are
adopted throughout the Group.   Intra-group transactions and balances have been eliminated on consolidation.
Acquisitions and disposals 
The results of companies and businesses acquired during the year are dealt with in the consolidated financial statements
from the date of acquisition.  Where appropriate, adjustments are made to bring different accounting policies of newly
acquired companies into line with the existing group accounting policies.
Goodwill arising from the purchase of subsidiary investments and investments in associates is capitalised and amortised to
the profit and loss account over its estimated useful economic life (maximum 20 years).  Negative goodwill is amortised to
the profit and loss account over the period in which non-monetary assets (fixed assets, amounts recoverable on contracts
and deferred tax) are recovered whether through depreciation, sale or usage.  Any negative goodwill arising in excess of
the fair values of the non-monetary assets acquired is recognised in the profit and loss account in the periods in which
benefits are received.
The profit or loss on the disposal of a previously acquired business reflects the attributable amount of purchased goodwill
relating to that business.
The level of goodwill or negative goodwill arising from acquisition is determined following the assessment of fair values of
the company or business acquired.  Under the rules of Financial Reporting Standard 7, Fair Values in Acquisition
Accounting, the cut-off point for making fair value adjustments is the date of approval of the second annual financial
statements after the acquisition.  In the rare circumstances when accurate assessments of fair values cannot be initially
established the standard allows amendments to fair value with the benefit of better or more refined information on assets
and liability fair values as they existed at acquisition. 40 Hyder Consulting PLC annual report 2003
Associates, Joint Ventures and Joint Arrangements
The Group's share of results of associated undertakings and joint ventures is included in the consolidated financial
statements based on the latest audited accounts, where the year end is co-terminous with that of the Group, or the
management accounts for the relevant period.
Where joint ventures are material they are accounted for in the consolidated accounts on the gross equity basis.
The Group has certain contractual arrangements with other participants to engage in joint activities that do not
create entity, carrying on a trade or business of its own. The Group includes its share of assets, liabilities and
cashflows in such joint arrangements, measured in accordance with the terms of each arrangement, which is
usually pro rata to the Group's interests in the joint arrangement.
Exceptional items
Exceptional items are those that need to be disclosed by virtue of their size and incidence.  Such items are
included within operating profit unless they represent profits or losses on the sale or termination of an operation,
costs of a fundamental reorganisation or restructuring having a material effect on the nature and focus of the
Group, or profits or losses on the disposal of fixed assets.  In these cases, separate disclosure is provided on the
face of the profit and loss account after operating profit.
Tangible fixed assets and depreciation
Tangible fixed assets are included at cost less accumulated depreciation.
Depreciation is calculated so as to write off the cost of the assets, less their estimated residual values, over their
estimated useful lives on a straight line basis as follows:
Freehold buildings 40 years
Leasehold properties over the period of the lease
Fixed plant 20% - 50% per annum straight line
Computer hardware and software 2 to 5 years
Motor vehicles 5 years
Leased assets
Where assets are financed by leasing arrangements, which transfer substantially all the risks and rewards of
ownership of an asset to the Group (finance leases), the assets are treated as if they had been purchased and the
corresponding capital cost is shown as an obligation to the lessor.  Leasing payments are treated as consisting of
a capital element and finance costs, the capital element reducing the obligation to the lessor and the finance
charges being written off to the profit and loss account over the period of the lease in reducing amounts in relation
to the written down amount.  The assets are depreciated over their estimated useful life or lease period whichever
is shorter.  All other leases are regarded as operating leases.  Rental costs arising under operating leases are
charged to the profit and loss account in the year to which they relate, with the exception of rental costs on surplus
properties which are charged against a provision set up for this purpose.
Investments
Long term investments held as fixed assets are stated at cost less amounts written off or provided to reflect
impairment.  Those held as current assets are stated at the lower of cost and net realisable value.
Long term contract accounting
Amounts recoverable on contracts represent work undertaken but not yet invoiced to customers.  These amounts,
which are included in debtors, are stated at cost plus attributable profit to the extent that such profit is reasonably
certain and after making provision for any foreseeable losses in completing contracts, less payments on account
principal accounting policies continued Hyder Consulting PLC annual report 2003 41
received.  For this purpose, cost comprises the direct costs of providing the service, together with directly
attributable overheads. 
Payments on account represent the excess of amounts billed over that earned and are included in creditors.
Pension costs
Contributions are charged to the profit and loss account so as to spread the cost of pensions over employees'
working lives with the Group.  Contribution rates are based on the advice of an independent, professionally
qualified actuary.  Any difference between the charge to the profit and loss account and contributions paid is shown
as an asset or liability in the balance sheet.
Foreign currencies
On consolidation, balance sheets and profit and loss accounts of subsidiary undertakings are translated into
sterling at closing rates of exchange.  Exchange differences resulting from the translation at closing rates of net
investments in subsidiary and associated undertakings, together with foreign currency balances which have been
used to finance these enterprises, are dealt with in reserves.  All other exchange gains or losses on settlement or
translation at closing rates of exchange of monetary assets and liabilities are included in the determination of profit
for the year. 
Transactions denominated in foreign currency are translated at the rates ruling at the date of transaction.
Monetary assets and liabilities disclosed at the balance sheet date are shown at the rate prevailing at that date.
Financial instruments
Note 17 of the financial statements provides an explanation of the role that financial instruments have had during
the period in creating or changing the risks the Group faces in its activities.  The explanation summarises the
objectives and policies for holding or issuing financial instruments.
The numerical disclosures in Note 17 deal with the financial assets and liabilities as determined by Financial
Reporting Standard 13, Derivatives and Other Financial Instruments.  As required by the standard short-term
debtors and creditors have been excluded from the note.
Deferred taxation
Deferred taxation is provided on an undiscounted basis on all timing differences that have originated but not
reversed at the balance sheet date except as referred to below.  Amounts provided are calculated with reference to
tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based
on tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Provision is made for tax that would arise on the remittance of the retained earnings of overseas subsidiaries, only
to the extent that the dividends have been accrued as receivable.
Deferred tax assets are recognised only to the extent that it is considered more likely than not that there will be
suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Vacant properties
Provisions are made based on the estimated net present value of future rental payments less sub-letting income
where properties are vacant using independent professional advice.  The discount factor used in coming to the
future rentals value is based on benchmark UK Government Bonds for the average period of the lease. As at 31
March 2003 this was 7%. 
Professional Indemnity claims including excesses
The Company provides for excesses on professional indemnity insurance claims at the point these are notifiable to
its insurers.  Amounts provided are based on estimates derived applying percentage probabilities to the expected
outturn of the claim.  Claims deemed to have a low chance of success, set at 30% probability or less, are not
provided for. notes to the financial statements 
1. Company profit and loss account
As permitted by section 230 of the Companies Act 1985, the profit and loss account of the company has not been
included in these financial statements. The retained profit for the year dealt within the financial statements of the
company was £26,000 (2002 profit of £94,000).
2. Segmental analysis by geographical area
(a) Turnover by origin
Continuing operations
UK and Continental Europe
Acquisitions
UK and Continental Europe
Middle East
Asia Pacific
Share of joint venture
Total turnover
(b) Turnover by destination
Continuing operations
UK and Continental Europe
Acquisitions
UK and Continental Europe
Middle East
Asia Pacific
Share of joint venture
Total turnover
(Acquisition turnover is the five months trading of Hyder Consulting Holdings Ltd).
£’000
158
-
-
-
-
158
42 Hyder Consulting PLC annual report 2003
£’000
-
50,461
£’000
32,734
7,126
10,665
(64)
£’000
-
50,461
£’000
28,142
6,895
15,488
(64)
£’000
158
-
-
-
-
158
2003        2002
2003        2002 (c) Profit on ordinary activities before taxation
£'000
Continuing operations
UK and Continental Europe
Acquisitions
UK and Continental Europe
Middle East
Asia Pacific
Share of joint venture
Pre-operating profit exceptionals
Amortisation of positive goodwill 
Amortisation of negative goodwill
Corporate overheads
Net interest receivable
Profit on ordinary activities before taxation
(d) Net assets
UK and Continental Europe
Middle East
Asia Pacific
Total net assets
3. Net operating costs
Staff costs 
Depreciation:
Own assets
Assets held under finance leases
Rentals under operating leases:
Land and buildings
Vehicles
Fees paid to auditors:
Audit services (Company £16k, 2002
£25k) (i)
Other (ii)
Other operating charges / income
Exchange differences 
Pension provision release
Amortisation of positive goodwill
Amortisation of negative goodwill 
Exceptional items
Net operating costs
i) Audit fees in relation to the acquisition represent the annual amount spread evenly over the period and relate to the five-month period 
after acquisition only. 
ii) Other fees comprise taxation services for the post acquisition period.
Note
5a
10
11
4
Continuing
Operations
£’000
278
-
-
-
-
46
-
79
-
-
-
-
(307)
96
Acquisitions
£’000
33,452
515
176
1,406
280
80
45
12,857
27
(234)
11
(332)
-
48,283
Total
2003
£'000
33,730
515
176
1,406
280
126
45
12,936
27
(234)
11
(332)
(307)
48,379
Total
(Continuing
Operations)
2002
£'000
282
6
-
4
-
25
84
277
-
-
-
(366)
312
£'000
(403)
2,305
307
(11)
332
(447)
108
2,191
2003
£'000
17,356
382
(3,032)
14,706
2002
£'000
(154)
-
-
-
-
-
-
-
-
248
94
2002
£'000
5,797
-
-
5,797
2,638
387
(721)
1
Hyder Consulting PLC annual report 2003 43
2003
2003 44 Hyder Consulting PLC annual report 2003
4. Exceptional items
Continuing Acquisitions Total Total
Operations (Continuing
Operations)
2003 2003 2002
£'000 £'000 £'000 £'000
Net amounts recovered from liquidation 307 - 307 366
The £307,000 recovered from liquidation relates to the liquidation of a former subsidiary Spartan Redheugh
Limited.
5. Employee Costs and Numbers
(a) Staff costs (including directors)
Note
Wages and salaries
Social security costs
Pension costs 28
(b) Average monthly number of employees during the year (including Directors)
Technical (including Directors)
Administration
As the above figures are the average monthly number of employees in the year they only include employee
numbers from the Hyder Consulting acquisition for 5 months.  As at 31 March 2003 the Group had 2,542
employees (2,209 technical and 333 administrative) including 5 directors (2002: 4).
notes to the financial statements continued
2002
£'000
236
25
21
282
2002
Number
4
1
5
2003
£'000
30,916
1,379
1,435
33,730
2003
Number
931
142
1,073 Hyder Consulting PLC annual report 2003 45
6. Interest receivable
2003
£'000
On bank deposits 485
7. Interest payable
2003
£'000
On bank loans and overdrafts (232)
On finance leases (35)
On interest rate swaps (32)
On loan notes (78)
(377)
8. Taxation
2003
£'000
Based on the results for the year:
UK Corporation tax:
Profit of the period 334
Adjustment in respect of the previous period (95)
Overseas tax:
Profit of the period 173
Current year tax charge 412
UK Deferred tax:
Origination and reversal of timing differences 32
Deferred tax charge on pension liability release 70
Tax on profit on ordinary activities 514
Reconciliation of current year tax charge:
Expected tax charge at 30% of profit before tax (2002: 30%) 657
Goodwill amortisation not taxable (96)
Other expenses not deductible for tax purposes 116
Overseas tax losses not utilised 303
Excess foreign taxes suffered (512)
Deferred tax asset written off 95
Increase in recognition of deferred tax asset (151)
Current year tax charge 412
Factors affecting future tax charge
Overseas taxation rates in the Group differ from the UK taxation rate.  In the United Arab Emirates
there is no corporate taxation whilst in the majority of other countries the tax rate exceeds the UK
rate.
2002
£’000
249
2002
£’000
(1)
-
-
-
(1)
2002
£’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 46 Hyder Consulting PLC annual report 2003
9. Earnings per ordinary share
Profit after tax and minority interests
Basic diluted and adjusted earnings attributable
to shareholders
Basic earnings per share
Diluted earnings per share
Weighted average number of ordinary shares
Dilutive shares to be issued
Diluted weighted average number of ordinary shares
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the
weighted average number of shares during the year. In order to show earnings per share on a consistent basis the
2002 comparatives have been restated following the capital reorganisation that took place on 22 October 2002
(See Note 20).
Diluted earnings per share is calculated by adjusting earnings attributable to ordinary shareholders and the
weighted average number of ordinary shares in issue on the assumption of conversion of all dilutive share options
in issue. 
Supplementary basic and diluted earnings per share have been calculated to exclude the effect of goodwill
amortisation in respect of subsidiaries acquired in the year. The adjusted numbers have been provided in order
that the effects of goodwill amortisation on reported earnings can be fully appreciated.
10. Intangible assets - Goodwill 2003
£'000
At 1 April -
Additions 192
At 31 March 192
Accumulated amortisation
At 1 April -
Amortised in the period (11)
At 31 March (11)
Net book value
At 31 March 181
Positive goodwill arose in the year as a result of the premium paid in relation to the acquisition of Warren & Rowe in
Australia on 7 January 2003.  The positive goodwill is being amortised over three years, the period over which the
directors estimate the value of the underlying business acquired is expected to exceed the value of the underlying assets
(See Note 31(a)).
notes to the financial statements continued
Total
(restated)
2002
£’000
94
94
1.15p
1.15p
Total
2003
£’000
1,582
1,582
10.78p
10.76p
Before
exceptional
items and
goodwill
amortisation
2003
£’000
954
954
6.50p
6.49p
Exceptional
items and
goodwill
amortisation
2003
£’000
628
628
4.28p
4.27p
2002
Number
(restated)
8,146,966
-
8,146,966
2003
Number
14,680,714
26,202
14,706,916 11. Intangible assets - Negative goodwill 
2003
£'000
At 1 April -
Additions (1,217)
Exchange difference (95)
At 31 March (1,312)
Accumulated amortisation
At 1 April -
Amortised in the period 332
At 31 March 332
Net book value
At 31 March (980)
Negative goodwill arose on acquisition of Hyder Consulting Holdings Limited (see Note 31(b)).  The negative
goodwill is being amortised over the life of the non-monetary assets as follows:
Freehold property 23 years
Other fixed assets 3-5 years
Amounts recoverable on contracts as billed
12. Tangible fixed assets
Group
Cost or valuation
At 1 April 2002
Arising on acquisition
Additions
Disposals
Exchange difference
At 31 March 2003
Accumulated depreciation
At 1 April 2002
Arising on acquisition
Charge for year
Disposals
Exchange difference
At 31 March 2003
Net book value at 
31 March 2003
31 March 2002
Within net book value of £9,063,000,  £1,016,000 relates to assets held under finance leases.  Within the
depreciation charge for the year £176,000 relates to finance leases.
Hyder Consulting PLC annual report 2003 47
Total
£'000
-
25,394
727
(445)
1,045
26,721
-
16,804
691
(262)
425
17,658
9,063
-
Vehicles, plant,
equipment,
computer
hardware &
software
£'000
-
18,678
701
(91)
460
19,748
-
14,585
567
(71)
359
15,440
4,308
-
Leasehold,
properties and
improvements
£'000
-
2,032
26
-
(99)
1,959
-
1,349
99
(14)
(34)
1,400
559
-
Freehold, 
land and
buildings
£'000
-
4,684
-
(354)
684
5,014
-
870
25
(177)
100
818
4,196
- 48 Hyder Consulting PLC annual report 2003
Within leasehold properties and improvements £505,000 relates to short-term leaseholds and £54,000 relates to
long term leaseholds.
Company
The Company owned no tangible fixed assets at 31 March 2003 or 31 March 2002.
13. Fixed asset investments Interest in
Associated Unlisted
Undertaking  Investments Total
Group £'000 £'000 £'000
Cost or valuation
At 1 April 2002 - - -
Arising on acquisition 220 10 230
Disposals (9) - (9)
Exchange movement (1) - (1)
At 31 March 2003 210 10 220
Joint ventures comprise:
Total
£'000
Cost or valuation
At 1 April 2002 -
Arising on acquisition (392)
Share of retained loss (29)
At 31 March 2003 (421)
Name Activity Proportion Country of incorporation, 
registration and operation
Hyder CMP Limited Consulting Engineer 50% Australia
McCarthy Acer Consultants Consulting Engineer 50% Republic of Ireland
All other fixed asset investments are dormant.
Company Note Interests in group undertakings Total
£'000 £'000
Cost or valuation
At 1 April 2002 115 115
Acquisition of Hyder Consulting 
Holdings Limited 31(b) 12,975 12,975
At 31 March 2003 13,090 13,090
On 21 May 2003, Hyder Consulting PLC subscribed for an additional 17,000,000 10p ordinary shares in Hyder
Consulting Holdings Ltd for a consideration of £1,700,000.
notes to the financial statements continued Hyder Consulting PLC annual report 2003 49
14. Debtors
Group Company
Note
Amounts falling due within one year:
Trade debtors
Amounts recoverable on contracts
Amounts owed by fellow subsidiary   
undertakings
Amounts owed by associates
Assets held for resale - property
Other debtors
Prepayments and accrued income
Amounts falling due after more than one year:
Deferred tax asset 15
Other debtors
15.      Deferred tax asset
At 1 April
Arising on acquisition
Credited to profit and loss
At 31 March
The elements of the deferred 
taxation balances are as follows:
Tax asset on pension liability
Accelerated capital allowances
Other timing differences
Utilisable tax losses
Deferred tax asset 
The deferred tax asset on the pension scheme arises as part of the fair value exercise undertaken on the
acquisition of Hyder Consulting Holdings Ltd (Note 19(f)).
2002
£’000
-
-
103
-
325
18
16
462
-
-
462
2003
£’000
-
-
-
-
182
-
-
182
-
-
182
2002
£’000
-
-
-
-
325
18
16
359
-
-
359
2003
£’000
22,218
24,872
-
25
-
711
2,714
50,540
2,409
154
53,103
Pension
£’000
-
1,500
(70)
1,430
1,430
-
-
-
1,430
Total
£’000
-
2,511
(102)
2,409
1,430
696
233
50
2,409
2003
Other
£’000
-
1,011
(32)
979
-
696
233
50
979
2002
£’000
-
-
-
-
-
-
-
-
- 16. Creditors
(a) Amounts falling due within one year
Group Company
Note
Bank loans and overdrafts 17
Loan notes 17
Payments received on account of contracts
Trade creditors
Obligations under finance leases 17
Deferred consideration 17
Amounts owed to fellow subsidiary undertakings
Corporation tax
Other taxation and social security
Other creditors
Accruals and deferred income
(b) Amounts falling due after more than one year
Group Company
2003 2002 2003 2002
Note £'000 £'000 £'000 £'000
Bank loans 17 2,772 - - -
Obligations under finance leases 17 421 - - -
Deferred consideration 17 486 - - -  
Other creditors 100 - - -
3,779 - - -
17.     Financial instruments
The Group's treasury objectives are designed to maximise returns from available funds whilst minimising credit
exposures.  
Surplus funds have been invested in credit deposits with institutions with high AAA credit ratings.  Amounts placed
on deposit are monitored in order to maintain sufficient resources to meet the Group's daily requirements.
Where borrowings have been deemed suitable to fund the Group's strategy, these have been arranged on
standard commercial terms using a combination of fixed and floating rate facilities.
50 Hyder Consulting PLC annual report 2003
notes to the financial statements continued
2003
£’000
5,377
6,000
12,984
5,249
622
1,330
-
917
3,948
4,433
5,676
46,536
2002
£’000
-
-
-
-
-
-
-
-
10
-
177
187
2003
£’000
-
6,000
-
-
-
-
703
-
-
77
27
6,807
2002
£’000
-
-
-
-
-
-
125
-
10
-
177
312 Hyder Consulting PLC annual report 2003 51
(a) Interest rate risk of financial liabilities
Currency Total Floating Fixed rate Financial
rate financial liabilities on
financial            liabilities which no
liabilities interest is paid
£'000 £'000 £'000 £'000
Sterling
- Financial liabilities 5,954 5,000 954 -
- Loan notes 6,000 6,000 - -
- Provisions 1,876 1,876 - -
- Deferred consideration 1,000 - - 1,000
Euro
- Financial liabilities 2,546 1,812 734 -
Other
- Financial liabilities 692 602 90 -
- Deferred consideration 816 - - 816
Total 18,884 15,290 1,778 1,816
Short-term debtors and creditors have been excluded from all of the following disclosures, other than the currency
risk disclosures. All of the Group's creditors falling due within one year (except bank and other borrowings) have
been excluded, as they do not meet the definition of a financial liability.   
The Group holds provisions for vacant leasehold properties and annuitants.  As at 31 March 2003 the provisions
was £1,141,000 (2002: nil) and £735,000 (2002: nil).  These financial liabilities are considered to be floating rate
liabilities.  This is because in establishing the provisions, the cash flows have been discounted and the discount
rate is reappraised to ensure that it reflects current market assessments.
The Group currently undertakes interest rate swaps in Germany to reduce the exposure of fluctuations in Euro
interest rate.  This is consistent with the Group's risk profile.  There are no other derivative transactions
undertaken.  The current interest rate swap expires on 1 December 2006.
The loss on the interest rate swap represents £32,000 (Euro 46,659) of the Group's interest charge for the period.
The expected loss to be charged to next year's profit and loss account is £46,000 (Euro 66,845).  The interest rate
swap is not expected to provide future gains to offset this charge over the near term and therefore any losses are
charged to the profit and loss account during the period in which they arise.
Currency Weighted         Fixed rate financial Financial liabilities on
average liabilities   which no interest is paid.
interest
rate Weighted average   Weighted average period
period for which until maturity
rate is fixed.
% Months Months
Sterling
- Financial liabilities 9.13 25 -
Euro
- Financial liabilities 4.97 70 -
Other
- Financial liabilities 10.00 42 -
Floating rate financial liabilities bear interest at rates, based on relevant national LIBOR equivalents, which are
fixed in advance for periods of one month.  52 Hyder Consulting PLC annual report 2003             
(b) Interest rate risk of financial assets
2003 2002
Cash at Short Total Cash at Short Total
bank and                  term bank and term
in hand deposits in hand deposits
£'000 £'000 £'000 £'000 £'000 £'000
Sterling 4,488 5,738 10,226 - 5,625 5,625
Euro 1,065 - 1,065 -- -
Hong Kong (Dollar) 665 - 665 -- -
Other 1,869 - 1,869 -- -
Total 8,087 5,738 13,825 - 5,625 5,625
The cash and short-term deposits are placed overnight with institutions with high credit ratings.  The interest rate
on the deposits is determined by the countries equivalent LIBOR rate.
Cash at bank and in hand earns interest at floating rates, based principally on short-term inter-bank rates.  
(c) Maturity of financial liabilities
Debt Finance            Other Total
Leases        financial
liabilities
Group £'000 £'000 £'000 £'000
In one year or less, or on demand 7,805 622 312 8,739
In more than one year but no more than two 6,352 269 206 6,827 
In more than two years but no more than five 1,039 152 395 1,586
Greater than five years 769 - 963 1,732
15,965 1,043 1,876 18,884
Company
Within 1 year on demand 6,000 - - 6,000
The Group and Company had no financial liabilities at 31 March 2002 and no currency hedges were undertaken
during the year ending March 31 2003.
notes to the financial statements continued Hyder Consulting PLC annual report 2003 53
(d) Borrowing facilities
As at 31 March 2003 and 31 March 2002, the Group had no undrawn committed facilities.
(e) Fair value of financial assets and liabilities
The Directors estimate that the fair value of financial assets and liabilities at 31 March 2003 are not significantly
different from their book value.
Bank loans of more than five years are repayable between 31 March 2008 and 31 July 2010.  The loans are
secured by freehold land and buildings in Germany and carry fixed interest rates of between 4.25% and 5.30%,
with one variable loan rate rolling over on a six monthly basis.  The current rate on this is 3.42%.
The £6,000,000 loan notes were repaid on the 31 May 2003.  The interest rate on these is 1% lower than the UK
Base Rate (2.75% - 3.00%).
The Group also has an agreed revolving credit facility of £5,000,000 and an on demand overdraft facility of
£1,500,000 with HSBC, which is due to expire 4 September 2004.  Negotiations have commenced with a view to
extending this facility.
18. Leasing commitments
Group
At 31 March 2003 there were revenue commitments, in the ordinary course of business, in the next year to the
payment of rentals on non-cancellable operating leases expiring:
Land & Buildings Others
2003 2002 2003 2002
£'000 £'000 £'000 £'000
Within one year 553 - 252 -
Between two and five years 1,470 - 1,257 -
After five years 895 - - -
2,918 - 1,509 -
Company
The company had no operating lease commitments at 31 March 2003 (2002: nil).
19. Provisions for liabilities and charges
2003 2002
Group Note £'000 £'000
Professional indemnity insurance excesses (a) 2,751 -
Vacant property (b) 1,141 -
Reorganisation (c) 477 -
Annuities (d) 735 -
Joint venture liabilities (e) 421 -
Pension provision (f) 4,866 -
10,391 - Company
The company had no provisions for liabilities and charges at 31 March 2002 or 31 March 2003.
(a) Professional indemnity insurance excesses
2003 2002
£'000 £'000
At 1 April - -
Arising on acquisition 3,479 -
Released to profit and loss account (133) -
Utilised in period (614) -
Exchange difference 19 -
At 31 March 2,751 -
The provision reflects management's estimate of the likely cost of claims including professional indemnity
insurance excesses on notified claims in accordance with Group policy. These provisions will be carried forward
until the claims to which they relate are agreed and amounts utilised or released as appropriate.
(b) Vacant property
2003 2002
£'000 £'000
At 1 April - -
Arising on acquisition 1,129 -
Charged to profit and loss account 569 -
Utilised in period (557) -
At 31 March 1,141 -
Within one year 200 -
Between one and five years 187 -
Over five years 754 -
At 31 March 1,141 -
The provision represents the estimated net present value of future rentals where properties are vacant. These
provisions will be utilised up until such time as the vacant properties are re-let (when the requirement for a
provision will be reassessed), or the lease terminates, whichever occurs earlier.
(c) Reorganisation
2003 2002
£'000 £'000
At 1 April - -
Arising on acquisition 1,102 -
Utilised in period (625) -
At 31 March 477 -
These amounts relate to the redundancy and other related costs associated with the reorganisation of the
business. It is estimated that the provisions will be fully utilised by 31 March 2004.
54 Hyder Consulting PLC annual report 2003
notes to the financial statements continued Hyder Consulting PLC annual report 2003 55 
(d) Annuities
2003 2002
£'000 £'000
At 1 April - -
Arising on acquisition 783 -
Utilised in the period (48) -
At 31 March 735 -
These amounts represent the estimated obligation in relation to the retirement obligations arising from a former
acquisition.  These provisions will be utilised as payments are made.
(e) Joint Ventures
2003 2002
£'000 £'000
At 1 April - -
Arising on acquisition 392 -
Share of retained loss 29 -
At 31 March 421 -
These amounts represent the Group’s share of the liabilities of a joint venture.
(f) Pension provision
2003 2002
£'000 £'000
At 1 April - -
Arising on acquisition 5,100 -
Released to the profit and loss account (234) -
At 31 March 4,866 -
As part of the fair value adjustment set out in note 31(b) an amount of £5,100,000 has been included in the
balance sheet, representing the estimated funding deficit at the date of acquisition.  The deficit will be amortised
over future periods.
20. Called up share capital
Authorised share capital 2003 2002
£'000 £'000
121,200,000 Ordinary shares 10p - 12,120
47,877,306 New Ordinary shares of 10p 4,788 -
733,226,940 Deferred shares of 1p 7,332 -
Total Authorised Share Capital 12,120 12,120
Allotted, called up and fully paid
81,469,652 Ordinary shares of 10p - 8,147
22,959,501 New Ordinary shares of 10p 2,296 -
733,226,940 Deferred shares of 1p 7,332 -
Total Allotted, called up and fully paid 9,628 8,147 56 Hyder Consulting PLC annual report 2003      
Allotted, called up and fully paid
At 1 April 2002 the Company had 81,469,652 issued and fully paid Ordinary shares of 10p.  On 21 October 2002,
Sir Alan Thomas was allotted 8 Ordinary shares of 10p each (total consideration 80p) at par.  Following this
allotment, on 21 October 2002, each existing Ordinary share of 10p was sub-divided into 1 Ordinary share of 1p
and 9 Deferred shares of 1p each.  The Ordinary shares of 1p each were then consolidated on a 1 for 10 basis
into New Ordinary shares of 10p each.
On 22 October 2002, pursuant to a subscription agreement dated 27 September 2002, Sir Alan was allotted
230,189 New Ordinary shares of 10p each at a price of 60p per share (total consideration £138,000).  Further,
pursuant to the terms of the acquisition agreement dated 27 September 2002, 14,582,346 New Ordinary shares of
10p each have been allotted to the shareholders of Hyder Consulting Holdings Ltd at a price of 39.5p as part of
the consideration for the sale of their shares in that company. The following table reflects these transactions:
Ordinary shares           Deferred shares Total
£'000 £'000 £'000
At 1 April 8,147 - 8,147
Issue of 8 ordinary shares of 10p - - -
Subdivision of shares into 1p shares and issue of 
Deferred shares and consolidation of 1p shares 
into New shares of 10p (7,332) 7,332 -
Issue of 14,582,346 New Ordinary 10p shares  
on acquisition of HCHL 1,458 - 1,458
Issue of 230,189  New Ordinary shares of 10p 23 - 23
At 31 March 2,296 7,332 9,628
Each New Ordinary share has the same rights (including voting and dividend rights) as each existing Ordinary
share held prior to the reorganisation.  Shareholders who held existing Ordinary shares in certificated form at the
time of the acquisition of Hyder Consulting Holdings Ltd were sent new certificates for their holdings of New
Ordinary shares.
The Deferred shares of 1p each do not have the right to participate in or receive any dividends declared or paid by
the Company or to receive notice of or attend or vote at any general or class meeting of the Company. The rights
of the Deferred shares on a return of assets in a winding up situation are a repayment of the capital paid up on
such shares after the rights of all holders of Ordinary Shares have been discharged in full and a sum of £100,000
has been paid in respect of each issued Ordinary Share in the capital of the Company.
The deferred shares effectively carry no rights. The deferred shares were created on terms that they will be
transferred or cancelled for no consideration.  Any transfer of deferred shares will require the approval of the
Directors. The Directors have irrecoverable authority at any time to transfer, cancel and/or purchase the deferred
shares without making any payments to or obtaining the sanction of the holders of those shares.
21. Share premium account
Group Company
£'000 £'000
At 1 April 3,269 3,269
Premium on shares issued during the year (Note 20) 4,425 4,425
At 31 March  7,694 7,694
notes to the financial statements continued 22.    Shares to be issued
2003 2002
£'000 £'000
59,403 New Ordinary shares of 10p (2002: nil) 6 -
Share premium 11 -
At 31 March 17 -
The shares to be issued represent the estimated value of the shares that were not allotted at the time Firth
Holdings PLC acquired Hyder Consulting Holdings Ltd.  Employees of Hyder Consulting Holdings Ltd had six
months from the date of the acquisition in which to exercise their share options in Hyder Consulting Holdings Ltd.
On exercise the resulting shares in Hyder Consulting Holdings Ltd were to be transferred to the Company in return
for the allotment of shares and issue of loan notes in the Company.
In the event of any options lapsing, the shares and loan notes in the Company, which would have been issued to
the optionholder in question, are to be issued to the other shareholders of Hyder Consulting Holdings Ltd (pro rata
to their holdings).
23. Capital redemption reserve
Group Company
£'000 £'000
At 1 April 2002 and 31 March 2003 80 80
24.           Profit and Loss reserve
Group Company
£'000 £'000
At 1 April (5,699) (5,663)
Profit for the financial year 1,582 26
Foreign exchange 206 -
At 31 March (3,911) (5,637)
25.         Minority interests
2003 2002
£'000 £'000
At 1 April  --
Arising on acquisition (1,103) -
Recognition of results for the period (95) -
At 31 March  (1,198) -
Comprising:
Equity minority interests (1,095) -
Non-equity minority interest (103) -
(1,198) -
Hyder Consulting PLC annual report 2003 57    58 Hyder Consulting PLC annual report 2003   
26. Analysis of cash flows for headings netted in the cash flow statement
a) Net cash flow from operating activities
2003 2002
£'000 £'000
Operating profit / (loss) 2,083 (154)
Net amortisation of intangible fixed assets (321) -
Depreciation of tangible fixed assets 691 21
Profit on sale of tangible fixed assets (64) -
Decrease in amounts recoverable on contracts 1,798 -
Decrease in external debtors 3,015 219
Increase / (decrease) in external creditors 1,588 (690)
Decrease in provisions (1,278) -
Net cash flow from operating activities 7,512 (604)
b) Returns on investment and servicing of finance
2003 2002
£'000 £'000
Interest received 485 249
Interest paid (342) (1)
Interest on finance leases (35) -
108 248
c) Capital expenditure and financial investment
2003 2002
£'000 £’000
Purchase of tangible fixed assets (281) -
Proceeds from sale of fixed assets 247 -
(34) -
d) Acquisitions and disposals
2003 2002
£'000 £'000
Purchase of subsidiary undertaking (1,231) -
Cash in business acquired at acquisition 2,633 -
1,402 -
e) Financing
2003 2002
£'000 £'000
Loans repaid (555) -
Capital payments under finance leases (222) -
Cash received for 230,189 shares re: capital reorganisation 138 -
(639) -
notes to the financial statements continued f) Reconciliation of movement in net funds
At 1   Cashflow Acquisition       Non cash Exchange At 31
April movement movement March
2002 2003
£'000 £'000 £'000 £'000 £'000 £'000
Cash at bank 5,625 8,100 - - 100 13,825
Overdraft - (261) - - - (261)
5,625 7,839 - - 100 13,564
Loan Notes - - - (6,000) - (6,000)
Debt due within 1 year - (24) (5,086) - (6) (5,116)
Debt due after 1 year - 579 (3,081) - (270) (2,772)
Finance leases due within
1 year - 222 (528) (314) (2) (622)
Finance leases due after
1 year - - (287) (132) (2) (421)
Deferred Consideration - - (1,648) (142) (26) (1,816)
- 777 (10,630) (6,588) (306) (16,747)
5,625 8,616 (10,630) (6,588) (206) (3,183)
g) Major non cash transaction
Part of the consideration from the purchase of HCHL comprised the issue of share capital (See Note 31 (b)).
27. Directors' and officers' loans and transactions
Other than the loan notes described in the Remuneration Committee Report on page 28, no loans or credit
transactions with any directors, officers or connected persons subsisted during the year or were outstanding at the
end of the year.
28. Pension schemes
Employees of the Group participate in a number of pension schemes both in the UK and overseas.  The assets of
each pension scheme are held separately from the assets of the Group and are administered by trustees.  The
principal scheme in the UK is the Acer Group Pension Scheme (AGPS), which is a defined benefit scheme, but
has been closed to new members since 31 March 2001.  During the year contributions were also made to the
Water Mirror Images Scheme (WMIS) and the Hyder Water Pension Scheme (HWPS), both being pension
arrangements in place at the date of acquisition of Hyder Consulting Group Limited.
The WMIS and HWPS are due to transfer the pension rights of the Hyder Consulting contributing members of the
schemes to the AGPS at 31 March 2002 and 31 March 2001, this being the effective date of the transfer.
Payment from WMIS has recently been finalised but the payment from HWPS has yet to be received.  The effect
of these inward transfers on the funding of the AGPS scheme has yet to be quantified but is not expected to be
significant.
The pension cost for the AGPS, being the principal UK scheme for Hyder Consulting Group Limited has been
assessed in accordance with actuarial advice, using the attained age method.  For this purpose the main actuarial
assumptions used are based upon investment return of 7.0% per annum, pay growth of 3.85% per annum,
increases to pensions in payment of 2.85% per annum which were the assumptions used for the most recent
actuarial valuation of the AGPS at 1 April 2002.
Hyder Consulting PLC annual report 2003 59 This valuation was carried out as at 1 April 2002 with the market value of the assets being £58.2m.  Using the
assumptions adopted for SSAP24 the actuarial value of the assets represented 94.1% of the value of the accrued
benefits after allowing for expected future earnings increases.  In deriving the pension cost under SSAP24 the
deficit in the scheme is being spread over the future working lifetime of employees' by way of increased
employer's and employees' contribution rates.  
The total pension cost for the period was £1,435,000 (2002: £21,000) of which £58,000 (2002: nil) relates to
overseas schemes. Included in the total pension costs are contributions of £155,000 (2002: nil) paid in respect of
the defined contribution stakeholder scheme operated on behalf of the Group.
There is no difference between contributions paid over the principal UK schemes and the accumulated pension
costs recognised in the profit and loss account (2002: £0 difference).
FRS17 Disclosures
A full actuarial valuation of the AGPS was carried out at 1 April 2002 by a qualified independent actuary and
updated to 31 March 2003.  The contribution made by the Hyder Consulting Group to the scheme for the year to
31 March 2003 was £1,724,000.  A future contribution rate of 9.6% was agreed following the valuation as at 1 April
2002 and implemented with effect from 1 August 2002.  In addition, members were asked to increase their
contribution rate with effect from 1 August 2002 by 3.5% (or up to a maximum of 9% if lower) in order to continue
to accrue pension benefits at their previous level.  As an alternative, members were able to maintain their previous
level of contributions for a reduced pension accrual rate of 1/80th of salary for each year of service.  As the
scheme is now closed to new members, under the projected unit method the current service cost will increase as
the members of the scheme approach retirement.
The major assumptions used by the actuary were (in nominal terms):
31 March 2003
% per annum
Rate of increase of salaries 3.50
Rate of increase of pensions in payment and deferred pensions 2.50
Discount rate 5.50
Inflation assumption 2.50
notes to the financial statements continued
60 Hyder Consulting PLC annual report 2003 Actual and expected rates of return on assets
Long term rate of Value at 1 April 2003
return expected at 31
March 2003 £m
% per annum
Equities 7.50 28.9
UK fixed interest securities 5.50 16.9
Other 3.75 3.1
Total 48.9
Present value of scheme liabilities (80.7)
Net pension deficit (31.8)
Related deferred tax asset 9.5
Net pension deficit (22.3)
At the date of the last funding valuation (1 April 2002), the scheme held assets to the value of £58.2m. This
represented a funding level of 94.1% of the scheme's accrued liabilities at that date. The Minimum Funding
Requirement solvency level was certified by the scheme's independent actuary as being 102.5% as at 1 April 2002
and hence there is no statutory obligation to fund the negative pension asset shown under FRS17.
The following amounts at 31 March 2003 would have been recorded under FRS17 £m
Profit and Loss reserve excluding net pension liability (3.9)
Fair value pension provision created at acquisition net of deferred tax 3.4
Net pension liability (22.3)
Profit and Loss reserve including net pension liability (22.8)
Analysis of amount charged to operating profit in respect of defined benefit schemes
2003
£m
Current service 1.4
Past service cost -
Total operating charge 1.4
Movement in deficit in the year
2003
£m
Deficit in the scheme at the beginning of the year (8.4)
Movement:
Current service cost (1.4)
Contributions 1.7
Past service cost -
Other finance expense (0.2)
Actuarial loss (23.5)
Deficit in the scheme at the end of the year (31.8)
Hyder Consulting PLC annual report 2003                61 Analysis of the amount debited to other finance income
2003
£m
Expected return on pension scheme assets 4.0
Interest on pension scheme liabilities (4.2)
Net expense (0.2)
Analysis of amount recognised in statement of total recognised gains and losses
2003
£m
Actual return less expected return on pension scheme assets (17.0)
Experience gains and losses arising on the scheme liabilities 0.2
Changes in the assumptions underlying the present value of the schemes liabilities (6.8)
Actuarial loss recognised in statement of total recognised gains and losses (23.6)
History of experience gains and losses
2003
Difference between the actual and expected return on scheme assets:
Amount (£m) (17.0)
Percentage of scheme assets (35%)
Experience gains and losses on scheme liabilities:
Amount (£m) 0.2
Percentage of the present value of the scheme liabilities 0%
Total amount recognised in statement of total recognised gains and losses:
Amount (£m) (23.6)
Percentage of the present value of the scheme liabilities (29%)
29. Contingent liabilities
The Directors estimate that at 31 March 2003 the maximum contingent liability in respect of the insurance
excesses relating to potential professional indemnity claims relating to contracts of Group companies and joint
ventures not provided for in the financial statements amounted to £8.96m (2002: nil).  The directors do not
consider any provision is necessary in respect of these amounts as they consider the likelihood of loss to be
remote based on legal and other advice received.
Various Group companies entered into performance guarantees supporting project requirements.  The potential
liability of subsidiary undertakings at 31 March 2003 totalled £5.69m (2002: nil).  The Directors do not consider any
provision is necessary in respect of these amounts.
notes to the financial statements continued
62 Hyder Consulting PLC annual report 2003 30. Related party transactions
The Hyder Consulting PLC's related parties, as defined by Financial Reporting Standard 8, the nature of the
relationship and the extent of transactions with them are summarised below. All items relate to arrangements
which are part of the Hyder Consulting Holdings Group acquired during the year.
5 months to 12 months to
31 March 2003 31 March 2002
£'000 £'000
Maunsell Hyder JV
Sales of consulting services on normal trading 
terms to the joint arrangement 215 -
Guangzhou Hyder Metro Design Co.
Sales of consulting services on normal trading 
terms to the joint arrangement 107 -
CDM/Hyder JV
Sales of consulting services on normal trading 
terms to the joint arrangement 47 -
Hyder Arup Binnie JV
Sales of consulting services on normal trading 
terms to the joint arrangement 117 -
As at 31 March 2003 a balance of £25,000 remained due predominantly from Guangzhou Hyder Metro Design Co.
(Note 14). 
31. Acquisitions
(a) Fair Values - Warren & Rowe, Victoria, Australia
Hyder Consulting Australia acquired the whole of the share capital of Warren & Rowe on 7 January 2003.  At the
date of acquisition Warren and Rowe had no assets or liabilities.  The acquisition was in line with Group policy.
Fair value of net 
assets acquired
£'000
Total assets acquired -
Consideration:
Consideration and transaction costs 39
Deferred consideration: amounts falling due within one year 31
Deferred consideration: amounts falling due after more than year 122
Goodwill 192
Hyder Consulting PLC annual report 2003                63 (b) Fair Values - Hyder Consulting Holdings Ltd
Hyder Consulting PLC (formerly known as Firth Holdings PLC) acquired the whole of the share capital of Hyder
Consulting Holdings Ltd on 22 October 2002.  Accordingly Hyder Consulting Holdings Ltd became a subsidiary of
Hyder Consulting PLC and has been consolidated into the Group accounts.
There have been fair value adjustments made to the book value of assets acquired but the fair value amounts
remain provisional.
Book value Book value of Total fair value
of net assets net assets of assets
acquired acquired       Revaluation acquired
£'000 £'000 £'000 £'000
Tangible fixed assets 8,590 8,590
Investments in associates 230 230
Investments in joint ventures (392) (392)
Debtors
-  Trade debtors 25,711
-  Other debtors 3,351
-  Deferred taxation 1,011
30,073 30,073
Amounts recoverable on contracts 24,292
Payments on account (10,606)
13,686 13,686
Cash 2,633 2,633
Loans (8,167) (8,167)
Finance lease creditor (815) (815)
Trade creditors (4,463) (4,463)
Deferred consideration (647) (647)
Corporation tax (1,019) (1,019)
Tax and social security (4,362) (4,362)
Other creditors (4,148) (4,148)
Accruals and deferred income (5,914) (5,914)
Provisions (i) (6,390) (6,390)
Provision for pension liability (ii) (5,100) (5,100)
Deferred tax on pension liability (ii) 1,500 1,500
Net assets acquired 18,895 (3,600) 15,295
Less: Minority interests (1,103)
Total assets acquired 14,192
Consideration
Shares allotted during the year  (5,766)
Shares to be allotted (17)
Loan notes (6,000)
Transaction costs (1,192)
(12,975)
Negative goodwill 1,217
Notes
(i) Included within provisions at date of acquisition is £896,000 of redundancy provision relating to the reorganisation of the Group.
(ii) The provision for pension liability is the valuation of the pension deficit at the date of acquisition under SSAP 24.  The deferred tax assets
relates directly to this liability.
All businesses purchased have been accounted for using the acquisition method and the resulting goodwill taken to the balance sheet.  The
goodwill is being amortised in accordance with the Group accounting policy (see also Notes 10 and 11).
notes to the financial statements continued
64 Hyder Consulting PLC annual report 2003 32. Acquisition of Businesses
The seven months, pre acquisition, trading result and statement of recognised gains and losses of Hyder
Consulting Holdings Limited were as follows:
7 Months to 
21 October 2002 
£'000
Net sales 64,746
Operating profit 628
Corporate overhead (939)
Net interest payable (396)
Loss before tax (707)
Taxation -
Profit after tax (707)
Minority interests (9)
Retained loss (716)
Unrealised foreign currency translation adjustments (500)
Total recognised loss to 21 October 2002 (1,216)
In 2002 the full year profit before tax was £2.5m. There is no material difference in the results when calculated
using the accounting policies of Firth Holdings PLC.
33. Principal group undertakings
Country of 
incorporation,
registration Direct Indirect
and operation Shareholding       Shareholding
Subsidiary % %
Hyder Consulting Holdings Limited England and Wales 100
Hyder Consulting Group Limited England and Wales 100
Hyder Australia Pty Limited Australia 100
Freeman Fox Group Limited Hong Kong 100
Hyder Consulting Pte Limited Singapore 100
Hyder Consulting Middle East Limited Guernsey 100
Hyder Consulting Limited (Hong Kong) Hong Kong 100
Acer Kerensky Limited Guernsey 100 
Acerplan Planungsgesellschaft GmbH Germany 80
Hyder Consulting Europe Limited England and Wales 100
(formerly Wallace Evans Limited)
Hyder Consulting (UK) Limited England and Wales 100
34. Ultimate controlling party
The majority of shares are held by Directors.  No one Director has majority voting control hence there is no
ultimate controlling party.
Hyder Consulting PLC annual report 2003                65 The following tables contain the profit and loss account of Hyder Consulting Group as would have been presented
if the acquisition of HCHL had taken place on 1 April 2000.  The information is illustrative only and does not form
part of the financial statements.
Year to Year to Year to
31 March 03 31 March 02 31 March 01
£'000 £'000 £'000
Turnover - HCHL
UK and Continental Europe 71,552 69,719 59,040
Middle East 16,443 16,489 15,571
Asia Pacific 27,212 33,383 37,698
Turnover - Firth
UK and Continental Europe - 158 103
Middle East - - -
Asia Pacific - - -
Total turnover 115,207 119,749 112,412
Operating profit - HCHL
UK and Continental Europe 3,849 2,680 152
Middle East 996 1,020 939
Asia Pacific (1,912) (1,629) (1,443)
Operating loss - Firth
UK and Continental Europe (403) (154) (970)
Middle East - - -
Asia Pacific - - -
Operating profit / (loss) 2,530 1,917 (1,322)
Corporate overhead - HCHL (1,386) (1,374) (2,210)
Operating profit / (loss) before goodwill amortisation 1,144 543 (3,532)
Net goodwill amortisation 321 2,339 12,716
Exceptional items 307 41 (3,957)
Operating profit after goodwill amortisation 
and exceptionals. 1,772 2,923 5,227
Net interest (payable) / receivable (288) (309) 449
Profit before taxation 1,484 2,614 5,676
Taxation (514) 173 214
Profit after taxation 970 2,787 5,890
Minority interests (104) (25) 47
Profit attributable to shareholders 866 2,762 5,937
EPS
No. of shares - basic (m) 23.0 23.0 23.0
No. of shares - diluted (m) 23.0 23.0 23.0
EPS - basic 3.77p 12.03p 25.86p
EPS - diluted 3.76p 12.00p 25.79p
EPS - Excluding exceptionals and negative goodwill
EPS - basic 1.04p 1.66p (12.29p)
EPS - diluted 1.03p 1.66p (12.26p)
Non-statutory information - summary of three
year trading results (Unaudited)
66 Hyder Consulting PLC annual report 2003 guidance for shareholders
The annual general meeting of Hyder Consulting PLC will be held at the offices of Evolution Beeson Gregory
Limited, The Registry, Royal Mint Court, London EC3N 4LB on Monday, 28 July 2003 at 10.30 a.m.  As part of the
Group's drive to communicate more clearly with shareholders, we have set out below explanations of the detailed
formal business to be dealt with at the annual general meeting.
Resolutions 1 to 5: Ordinary Business
These resolutions relate to matters commonly considered at annual general meetings of listed companies and are
explained in greater detail below.
Resolution 1: Reports and accounts
The directors are required to lay before the meeting the accounts, the directors' report and the auditors' report for
the year ended 31 March 2003.
Resolution 2: Directors' remuneration report
Resolution 2, to receive and approve the directors' remuneration report, is an item of business now required under
the Directors' Remuneration Report Regulations 2002.  Voting on this resolution is advisory in nature, meaning
that by voting for the resolution shareholders indicate their approval of the report.  
Resolutions 3 to 5: Re-election and re-appointment of directors
The Company's articles of association require that the number nearest to, but not exceeding, one-third of the
directors shall retire from office at each annual general meeting.  The directors due to retire are those who have
been in office longest since their appointment or last re-appointment.  In accordance with these rules, Sir Alan
Thomas is retiring by rotation but seeking re-election at the annual general meeting.  
Further, the Company's articles of association require that any director appointed by the directors as an additional
director is to hold office until the conclusion of the next annual general meeting of the Company and is then
eligible for re-appointment.  It should be noted that any such director is not taken into account in determining the
directors who are to retire by rotation.  In accordance with these rules, Timothy Wade and Simon Hamilton-Eddy,
who were appointed by the directors as additional directors at the time of the acquisition of Hyder Consulting
Holdings Limited, are seeking re-appointment at the annual general meeting.   
Profiles of Sir Alan Thomas, Timothy Wade and Simon Hamilton-Eddy are provided on page 19, together with
profiles of the other directors. 
Resolutions 6 to 9: Special Business
Resolution 6: Re-appointment and remuneration of auditors
The Company is required to appoint auditors at each general meeting at which accounts are laid, and this item
would normally constitute part of the ordinary business.  Following the conversion of PricewaterhouseCoopers, the
Company's auditors, to a limited liability partnership, PricewaterhouseCoopers resigned as auditors of the
Company with effect from 20 February 2003 and PricewaterhouseCoopers LLP were appointed as auditors of the
Company to fill the casual vacancy arising.  Article 58 of the Company's articles of association provides that the re-
appointment of retiring auditors who have been appointed by the directors to fill a casual vacancy constitutes
special business.  Therefore, resolution 6 (of which special notice has been given to the Company in accordance
with the requirements of sections 388(3) and 379 of the Companies Act 1985) proposes the re-appointment of
PricewaterhouseCoopers LLP and follows standard practice in giving authority to the directors to determine the
remuneration of the auditors.  
Hyder Consulting PLC annual report 2003                67 Resolution 7: Authority to allot shares
The directors are not permitted to allot new shares unless authorised to do so by the shareholders.  In accordance
with the relevant guidelines issued by the Investment Committee of the Association of British Insurers, pursuant to
resolution 7 the directors are authorised to allot shares up to an aggregate nominal amount of £766,246
(7,662,460 shares) representing one-third of the Company's existing issued share capital.  The authority lapses at
the conclusion of the Company's next annual general meeting.  The authority (or part thereof) may be utilised in
connection with the Company's infill acquisition programme. 
Resolution 8: Authority to allot shares other than on a pre-emptive basis
The directors require specific authority from the shareholders before allotting new shares for cash without first
offering them to existing shareholders.  Resolution 8 gives the directors the necessary authority to allot shares up
to an aggregate nominal amount of £229,595 (2,295,950 shares), which represents 10% of the Company's issued
share capital as at 31 March 2003 (and not more than 10% of the Company's existing issued share capital).  This
authority and power provides the directors with a degree of flexibility to take advantage of any favourable
opportunities that are to the benefit of shareholders.  In particular, the authority and power will help fund the
Company's infill acquisition programme.  It is considered that the allotment of shares is the most cost-effective way
of funding small infill acquisitions at this stage of the Company's development. 
Resolution 9: Authority to buy back ordinary shares
The effect of this resolution is to permit the Company to buy back its own shares, with a stated upper and lower
limit on the price payable.  The directors consider that it would be in the interests of the shareholders of the
Company to have the authority to make such purchases when the market conditions are favourable, and only if
earnings per share are thereby enhanced.  The authority would enable the Company to purchase up to 1,149,370
ordinary shares, representing 5% of the Company's existing issued ordinary share capital.  
Sir Alan Thomas has an option to subscribe for up to 575,473 ordinary shares in the capital of the Company,
representing 2.5% of the Company's existing issued share capital.  If the Company were to exercise in full the
authority to purchase its own shares, which is proposed in resolution 9, the 575,473 ordinary shares would
represent 2.6% of the Company's existing issued share capital as reduced by those purchases. 
Action to be taken
Enclosed is a form of proxy for use at the annual general meeting.  If you do not intend to be present at the annual
general meeting, please complete, sign and return the proxy form as soon as possible.  In order for it to be valid, it
must be received by the Company's registrars no later than 10.30 a.m. on 26 July 2003.  
Shareholders who return completed proxy forms may still attend the annual general meeting instead of their proxy
or proxies, and vote in person if they wish.  In the event of a poll in which the shareholder votes in person, any
proxy votes lodged with the Company by or on behalf of such shareholder will be excluded.          
68 Hyder Consulting PLC annual report 2003
guidance for shareholders continued notice of annual general meeting
HYDER CONSULTING PLC (Company Number: 768087)
Notice is hereby given that the annual general meeting of Hyder Consulting PLC (the "Company") will be held at
the offices of Evolution Beeson Gregory Limited, The Registry, Royal Mint Court, London EC3N 4LB on Monday,
28 July 2003 at 10.30 a.m. for the following purposes:  
Ordinary Business
1. To receive the annual accounts of the Company for the year ended 31 March 2003, together with the directors'
report and the auditors' report on those accounts.
2. To receive and approve the directors' remuneration report.
3. To re-elect Sir Alan Thomas as a director of the Company.
4. To re-appoint Timothy Wade as a director of the Company.
5. To re-appoint Simon Hamilton-Eddy as a director of the Company.
Special Business
To consider and, if thought fit, pass the following resolutions which will be proposed as to resolutions 6 and 7 as
ordinary resolutions (special notice having been given to the Company pursuant to sections 388(3) and 379 of the
Companies Act 1985 in respect of resolution 6) and as to resolutions 8 and 9 as special resolutions of the
Company:
6. To re-appoint PricewaterhouseCoopers LLP, chartered accountants, as auditors of the Company to hold office 
from the conclusion of the meeting to the conclusion of the next general meeting at which accounts are laid 
before the Company, and to authorise the directors to fix their remuneration.
7. That, in substitution for all existing and unexercised authorities, the directors of the Company be and they are 
hereby generally and unconditionally authorised for the purposes of section 80 of the Companies Act 1985 to 
exercise all the powers of the Company to allot relevant securities (within the meaning of section 80(2) of that 
Act) up to an aggregate nominal amount of £766,246 provided that this authority shall expire at the conclusion
of the Company's next annual general meeting, save that the Company may before such expiry make an offer
or agreement which would or might require relevant securities to be allotted after such expiry and the directors
may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority 
conferred hereby has expired.
8. That, subject to the passing of the previous resolution, the directors of the Company be and they are hereby 
empowered pursuant to section 95 of the Companies Act 1985 to allot equity securities (within the meaning of 
section 94(2) of that Act) for cash pursuant to the authority conferred by the previous resolution as if section 
89(1) of that Act did not apply to such allotment, provided that this power shall be limited to the allotment of 
equity securities:
(a) in connection with an offer of such securities by way of rights to holders of ordinary shares in proportion (as 
nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or 
other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or 
any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or 
stock exchange; and
Hyder Consulting PLC annual report 2003                69 (b) otherwise, up to an aggregate nominal amount of £229,595, 
and shall expire on the conclusion of the Company's next annual general meeting, save that the Company 
may before such expiry make an offer or agreement which would or might require equity securities to be 
allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement 
notwithstanding that the power conferred hereby has expired. 
9. That the Company be and is hereby generally and unconditionally authorised for the purposes of section 166 
of the Companies Act 1985 to make one or more market purchases (within the meaning of section 163(3) of 
that Act) on the London Stock Exchange of ordinary shares of 10p each in the capital of the Company 
provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 1,149,370 
(representing 5 per cent. of the Company's existing issued ordinary share capital);
(b) the minimum price which may be paid for such shares is 10p per share;
(c) the maximum price which may be paid for an ordinary share shall not be more than 5 per cent above the 
average of the middle market quotations for an ordinary share as derived from the London Stock Exchange 
Daily Official List for the five business days immediately preceding the date on which the ordinary share is 
purchased;
(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of 
the Company's next annual general meeting or 12 months from the date of passing this resolution, if earlier; 
and
(e) the Company may make a contract or contracts to purchase ordinary shares under the authority hereby 
conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of 
such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.
Registered office:
29 Bressenden Place
London
SW1E 5DZ 
Dated: 9 June 2003
BY ORDER OF THE BOARD
Simon Hamilton-Eddy
(Secretary) 
70 Hyder Consulting PLC annual report 2003
notice of annual general meeting continued Notes
1. A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to 
appoint one or more proxies to attend and, on a poll, to vote instead of him.  A proxy need not be a member of
the Company.  
2. A form of proxy is provided with this notice and instructions for use are shown on the form.  To be valid, a 
completed form, and the authority (if any) under which it is signed or a certified copy of such authority, must 
be received by the Company's registrars, Northern Registrars Limited, Northern House, Woodsome Park, 
Fenay Bridge, Huddersfield HD8 0JQ, not later than 48 hours before the time appointed for the meeting or 
adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the meeting or 
adjourned meeting, not later than 24 hours before the time appointed for the taking of the poll at which it is to 
be used.  Deposit of a form of proxy shall not preclude a member from attending and voting in person at the 
meeting or any adjournment of the meeting.
3. Copies of all directors' contracts of service and the register of directors' interests maintained under section 325
of the Companies Act 1985 will be available for inspection during normal business hours at the Company's 
registered office from the date of this notice until the close of the annual general meeting and at the venue for 
15 minutes prior to, and during, the meeting. 
4. Only holders of ordinary shares are entitled to attend and vote at the meeting.   
5. In accordance with regulation 41 of the Uncertificated Securities Regulations 2001, only those members 
entered on the Company's register of members as at 10.30 a.m. on 26 July 2003 or, if the meeting is 
adjourned, members entered on the Company's register of members 48 hours before the time fixed for the 
adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares 
registered in their respective names at that time.  Changes to entries on the register after 10.30 a.m. on 26 
July 2003 or, if the meeting is adjourned, on the register 48 hours before the time fixed for the adjourned 
meeting, will be disregarded in determining the rights of any person to attend and vote at the meeting.     
Hyder Consulting PLC annual report 2003                71 72 Hyder Consulting PLC annual report 2003 Hyder Consulting PLC is an engineering design, planning,
environmental and management consultancy operating in the
UK, Europe, the Middle East, and the Asia Pacific region. We
work with and advise national and regional government
agencies and private sector commercial enterprises,
undertaking increasingly sophisticated infrastructure and
building projects.
The company provides its services across a number of
specific sectors, in which we have considerable experience
and specialist expertise, together with a close understanding
of clients' strategic objectives.
Geographic markets
UK/Europe
Middle East
East Asia
Australia/ASEAN
Market sectors
Highways and transport
Water
Property
Telecommunications
Railways
Defence
Health and education
Energy
Finance/Management Advisory
annual report 2003
brief history of Hyder Consulting
designed & produced by Graphics Team, Hyder Consulting, Bristol
c. 1850
Freeman Fox & Partners
John Taylor & Sons
1988
Acer Consultants
formed through
merger of 
Freeman Fox
and John Taylor
1993
Acer 
acquired by
Welsh Water
Management 
buy-out
January 2001
1996
Renamed as
Hyder Consulting
2001
 
2002
Listed on 
London Stock 
Exchange
1990 - Wallace Evans Limited created by Welsh
Water’s acquisition of Wallace Evans & Partners
and amalgamation with Engineering & Environment
UK/Europe
Middle East
Asia Pacific
External turnover by origin
21%
14%
65% www.hyderconsulting.com
registered office:  29 Bressenden Place, London SW1E 5DZ
annual report