www.tribalgroup.co.uk
Tribal Group plc
87-91 Newman Street
London WIT 3EY
T: 0207 323 7110
E: info@tribalgroup.co.uk
Services for life
Tribal Group plc Report and Accounts 2005
Tribal Group plc Report and Accounts 2005 Company information
Corporate offices
Tribal Group plc
87-91 Newman Street
London WIT 3EY
T: 0207 323 7110
Tribal Group plc
Priory Court
Poulton
Cirencester GL7 5JB
T: 01285 886 020
Company secretary
Richard H Collins 
Registered office
165 Queen Victoria Street
London EC4V 4DD 
Stockbroker and joint 
financial adviser
Dresdner Kleinwort Wasserstein
20 Fenchurch Street
London EC3P 3DB
Joint financial adviser
N M Rothschild & Sons Limited
New Court
St Swithin’s Lane
London EC4P 4DU
Principal bankers
Bank of Scotland plc
PO Box 208
21 Prince Street
Bristol BS99 7JG
Auditors
Deloitte & Touche LLP
3 Rivergate
Temple Quay
Bristol BS1 6GD
Solicitors
Osborne Clarke
2 Temple Back East
Temple Quay
Bristol BS1 6EG
Registrars
Capita Registrars
The Registry
Bourne House
34 Beckenham Road
Beckenham
Kent BR3 4TU
Financial PR consultants
The Maitland Consultancy
Orion House
5 Upper St Martin’s Lane
London WC2H 9EA
Company’s registered number
4128850
Place of incorporation
Registered in England and Wales
Tribal is a leading UK provider of professional
support and consultancy services, with a number
one position in several of our markets. We help a
wide range of clients – over 2,500 in the public
sector alone – improve the quality of their services
to customers. Many of our assignments affect and
influence how public services are run and delivered
every day.
Services which are essential to our well-being and
quality of life: attractive and affordable housing,
21st-century hospital treatment, quality education
for the young, dignified care for the sick and 
elderly, safe and clean neighbourhoods, lifelong
opportunities for learning and self-improvement,
services that touch us all. Tribal people, who come
from a variety of backgrounds – both public and
private sector, have dedicated much of their
professional careers to fulfilling these expectations.
Our specialist teams draw on their wide experience
to offer support and solutions to complex projects.
Working collaboratively, the sum of our knowledge
is a great strength. Our mission is to share and
apply this knowledge for the benefit of things that
matter. Services for life.
Contents
01 Highlights of the year 
02 Chairman’s statement
04 Chief Executive’s statement
11 Review of our markets
21 Corporate responsibility
22 Financial review
26 Board of directors
27 Directors’ report
29 Corporate governance
32 Remuneration report
37 Statement of directors’ responsibilities
38 Independent auditors’ report to the 
members of Tribal Group plc
39 Consolidated profit and loss account
40 Consolidated balance sheet
41 Company balance sheet
42 Consolidated cash flow statement
43 Consolidated statement of total recognised
gains and losses
43 Reconciliation of movements in 
shareholders’ funds
44 Notes to the financial statements
67 International Financial Reporting Standards
68 Five year summary
69 Company information
Design and production by Accrue*
The paper used for this report uses ECF (Elemental Chlorine Free) pulps supplied by manufacturers
with environment-friendly and sustainable reforestation policies. The report has been printed using
soya-based inks and the printing process conforms to ISO 14001.
  l Strong sales growth during the year, up by 24 per cent.
l Successful integration into seven divisions is producing early benefits 
and greater opportunities for large-scale contract wins.
l Reached financial close on a £214m contract to design and operate 
a regional network of independent sector treatment centres for the NHS.
l Secured two contracts valued at £50m from Ofsted to provide school
inspections in two English regions.
l Committed revenue increased from £94m to £350m.
Tribal Group plc   Report and Accounts 2005   01
Highlights of the year
Year ended 31 March 2005 2004
Turnover £229.5m £185.7m up 24%
Gross revenue £179.9m £152.2m up 18%
Operating profit* £22.4m £23.2m down 3%
Operating margins on gross revenue* 12.4% 15.2%
Profit before tax* £17.9m £20.1m down 11%
(Loss)/profit on ordinary activities before taxation (£0.2m) £5.3m
Loss on ordinary activities after taxation (£5.6m) (£0.9m)
Adjusted diluted earnings per share* 15.6p 20.5p down 24%
Operating cash flow before Mercury Health £17.5m £34.3m
Operating profit to cash conversion* 78% 148%
Note: *The operating profit, operating margins, profit before tax and adjusted diluted earnings per share are stated before goodwill amortisation and impairment of
£16.6m (2004: £10.7m), employee benefit trust credit of £0.2m (2004: costs of £1.0m) and exceptional items of £1.7m (2004: £3.0m) (see page 39 and page 50).
Financial highlights
  During the year, we have strengthened our position
as a leading professional support services and
consultancy business, predominantly operating in
the UK public sector.
We are now well positioned in all of our core
markets. This year, we have also moved into the
direct delivery of healthcare services through
Mercury Health.
The Group is now managed as seven divisions:
consulting, education, technology, resourcing,
property, communications and healthcare delivery.
I am pleased to report on the results of Tribal Group
plc for the year ended 31 March 2005. During this
period, we strengthened our position as a leading
professional support services and consultancy
business, predominantly operating in the UK public
sector. The Group is now well positioned in its core
markets of education; local government, housing and
regeneration; health and social care; and central
government. The year also saw our successful
move into the direct delivery of healthcare
services through Mercury Health.
Results
This was a challenging year for the Group with
significant organisational change which, as
previously indicated, adversely affected margins.
Nevertheless, we continued to deliver revenue
growth with turnover for the year up 24 per cent at
£229.5m (2004: £185.7m). Operating profit* was
£22.4m (2004: £23.2m) and operating margins*
were 12.4 per cent (2004: 15.2 per cent). Profit
before taxation* was £17.9m (2004: £20.1m), loss
after tax was £5.6m (2004: £0.9m), and adjusted
diluted earnings per share* were 15.6p (2004:
20.5p). Goodwill amortisation was £16.6m (2004:
£10.7m) and included an impairment write down of
£5.2m (2004: £0.6m) relating to a review of the
carrying value of two businesses.
During the year, the Group generated operating
cash flow before Mercury Health of £17.5m (2004:
£34.3m), representing an operating profit* to cash
conversion rate of 78 per cent. Net debt at the
year end was £53.0m, representing gearing of 35
per cent, with interest cover of over five times.
Our gross return on capital employed was 12.3
per cent (2004: 15.0 per cent).
* The operating profit, operating margins, profit before tax
and adjusted diluted earnings per share are stated before
goodwill amortisation and impairment of £16.6m (2004:
£10.7m), employee benefit trust credit of £0.2m (2004:
cost of £1.0m) and exceptional items of £1.7m (2004:
£3.0m) see page 39 (consolidated profit and loss account)
and page 50 (earnings per share note).
Chairman’s statement
02 Tribal Group plc   Report and Accounts 2005
Consulting Education Technology Resourcing Property Communications Delivery
Central Benchmarking Education and Executive Architectural Corporate social Elective surgery
government learning systems resourcing services responsibility
Health and Consulting Information Interim Project and cost Creative services Diagnostic 
social care management resourcing management services
Local government Inspection Managed People and Town Interim 
and housing services performance planning management
Economic Training and Recruitment Specialist PR services
development and e-learning advertising consulting
regeneration
  Organisational restructuring 
During the year, the Group continued the process
of implementing its new corporate structure. Our
businesses are now managed as seven divisions:
consulting, education, resourcing, technology,
property, communications and healthcare delivery.
The integration of businesses into this structure
has enabled us to strengthen management and
financial reporting arrangements and provide a
better focus for business development. There has
been a very positive response across the Group to
this reorganisation and we are already seeing the
benefits of offering an integrated package of
services across our customer base. The ability to
do this will increasingly differentiate Tribal from
other competitors in our markets, opening up
more opportunities and creating barriers to entry.
Major contracts 
During the year, we signed our largest contract to
date, a £214m contract with the NHS to design,
build and manage a regional network of treatment
centres for elective surgery and diagnostic
procedures. Implementation is progressing well and
the first centre is expected to open in August 2005.
This contract has given Mercury Health, the Group’s
healthcare delivery business, a significant market
share and places us in a strong position to bid for
the next wave of contracts, which are expected to
be procured during the next 12 months.
Since the year end, the Group has announced two
contracts with a combined value of £50m with
Ofsted to provide school inspection services. We
are currently preferred bidders on further
significant contracts. As a result of our contract
wins, our committed revenue has increased to
£350m, up from £94m.
Dividend 
The Group paid a dividend of 1.0p per share
following the announcement of the interim results
last November. The Board is pleased to announce
that it is recommending a final dividend of 2.0p per
share, making a total of 3.0p per share for the year.
Board changes 
I would like to record the Board’s gratitude to
Dominic Collins who stood down as non-executive
director on 24 March 2005 and Miles Hunt who
retired at our last Annual General Meeting on 14
September 2004. Both Dominic and Miles made
significant contributions to the Group and we thank
them for their guidance and support. There have
been no other board changes during the period.
Staff 
The Group is a people-based business and its success
is a result of the broad base of talented
employees. We would like to put on record the
thanks of the Board to our 2,000 employees 
at all levels. Their efforts have ensured that Tribal
continues to be one of the most respected, dynamic
and fast growing companies in its markets.
Prospects 
Tribal is firmly established as a major supplier of
high value-added consultancy and professional
support services to the public sector. We are well
placed to take advantage of opportunities to build
and extend our service offering, to increase the
level of committed revenue by successfully bidding
for longer-term contracts, and to leverage our
relationships and advisory experience to develop
delivery services in our principal markets.
With the reorganisation largely completed,
investment in business development, account
management and bidding for long-term contracts
is being increased to ensure long-term revenue
growth across the Group. The focus continues to
be on improving profitability, margins and
operational efficiency.
We are now starting to see the benefits of 
the significant investment we have made over 
the last 18 months in developing the Group’s
infrastructure and in our divisional and 
central management.
The Group has started the year well and, although
first half results will be influenced by the increased
weighting of trading to the second half and by our
continuing investment in products, services and
capacity building, the Board is confident about the
Group’s future prospects.
Strone Macpherson
Chairman
21 June 2005
Tribal Group plc   Report and Accounts 2005   03
Turnover £’000
01 02 03 04 05
17,465
45,651
105,659
185,744
229,470
Profit before taxation* 
£’000
01 02 03 04 05
1,922
8,077
15,425
20,077
17,927
Adjusted diluted earnings 
per share* 
01 02 03 04 05
6.9p
14.2p
18.6p
20.5p
15.6p 04 Tribal Group plc   Report and Accounts 2005
Chief Executive’s statement
During the year, our businesses have continued to
strengthen their service offering and have
increasingly been able to offer customers an
integrated package of services drawn from across
the Group. This capability, alongside our excellent
relationships with public sector organisations,
positively differentiates Tribal from its competitors.
Markets 
We continue to operate in expanding markets and
to benefit from increasing government
expenditure, particularly in education and health.
We now work in sectors that account for over
£250bn of annual government spending.
While Tribal has benefited from increasing public
expenditure, the main driver to our business
continues to be the growing acceptance and use
of the private sector in reforming and delivering
public services.
The Government’s election manifesto and
subsequent Queen’s Speech confirmed the
continuing and increasing use of the private sector
in public service reform, particularly in education
and health. In her first speech following the
election, the Secretary of State for Health, Patricia
Hewitt, announced the procurement of £3bn of
elective surgery procedures from the private sector
through the extension of the independent sector
treatment centre (ISTC) initiative.
There continue to be other major opportunities as
a result of a number of specific government
initiatives. The ‘Building Schools for the Future’,
academies and hospital private finance initiative
(PFI) programmes together present very significant
capital investment plans until at least 2010; the
Gershon Review will introduce cost efficiencies
across government through improved supply chain
and business process management and lead to a
radical re-design of many services; the Lyons
Review, which recommends the relocation of
government departments and agencies to areas
outside London and the south-east, is generating
the requirement for improved technology and
resourcing solutions; and the Children Act is re-
shaping education and social services departments.
In the year ended 31 March 2005, 94 per cent
(2004: 96 per cent) of our revenues were from the
public sector and we expect to retain this focus in
the immediate future. We are, however, starting to
see opportunities to increase our presence in the
private sector as we transfer and apply the skills
that we have developed in the public sector.
Public spending to 2007-08 Baseline Plans
2004-05 2005-06 2006-07 2007-08
£bn £bn £bn £bn
Health 71.5 78.5 86.0 94.4
Local government 43.7 46.2 48.6 51.0
Education and skills 27.6 31.1 32.9 35.2
Defence 29.7 30.8 32.1 33.4
Home Office
1
16.7 17.5 18.7 19.5
Transport 10.4 11.0 13.6 12.9
Other
2
70.6 75.9 80.2 83.8
Source: HM Treasury
1
The Home Office also includes Constitutional Affairs and the Law Officers’ Departments.
2
‘Other’ includes: the Office of the Deputy Prime Minister; Foreign and Commonwealth Office; International Development; Trade and Industry; Environment,
Food and Rural Affairs; Culture, Media and Sport;Work and Pensions; Scotland;Wales; Northern Ireland Executive; and Northern Ireland Office.
Gross revenue by division
n Consulting £55.2m 30%
n Education £36.3m 20%
n Technology £34.4m 19%
n Resourcing £24.7m 14%
n Property £21.3m 12%
n Communications £10.0m 5%
n Delivery £0.3m 0%
Gross revenue by market
n Education £72.0m 40%
n Health £46.7m 26%
n Local government £35.6m 20%
n Central government £15.1m 8%
n Private sector £10.9m 6%
We operate in
sectors that
account for over
£250bn of
government
spending.
  Operating review 
Tribal provides a range of consultancy and
professional support services and, through Mercury
Health, is moving into the delivery of public services.
Tribal Consulting
Consulting achieved revenue growth of 31 per
cent due, in part, to a full year contribution from
HACAS, which was acquired in July 2003.
Operating profit** was down by six per cent and
operating margins** were significantly lower
compared to 2004. This was, in part, a
consequence of organisational restructuring but
also as a result of lower utilisation rates in parts of
our healthcare practice, increasing competitive
pressures in certain areas and higher associate
costs due to skill shortages, particularly in the first
half of the year. Areas of underperformance were
addressed and margins across the division
improved in the second half of the year.
We have now built one of the largest consultancy
businesses operating in the public sector with
expertise across local government, housing and
regeneration, health and social care and central
government. Generally, the market for consultancy
remains buoyant and average fee rates remain firm.
During the year, we have continued to build our
local government practice by expanding our
regional coverage and developing our advisory
services in areas such as PFI and performance
improvement. Our housing and regeneration
consultancy has expanded into economic
development, establishing two new teams in
Edinburgh and Manchester, both of which have
achieved notable contract successes, including
business planning for the National Nuclear
Academy, the evaluation of Hull Citybuild, the
city’s urban regeneration company, and securing a
substantial high profile contract with English
Partnerships to provide consultancy support to the
Government’s first-time buyers initiative. This
business area will be further developed in 2005/06.
Our housing consultancy remains the leading
adviser to registered social landlords.
Tribal Group plc   Report and Accounts 2005   05
The Government’s agenda for ‘sustainable
communities’ will ensure that this remains an
expanding market for us. A major contract
completed during the year was the setting up of
Wakefield Housing Trust, the largest housing stock
transfer to a single organisation.
In our health and social care consultancy, we
continue to be involved in ground-breaking areas
of activity, including advising existing and aspirant
foundation hospital trusts; continuing support for
the implementation of the NHS National
Programme for IT (NPfIT); developing the first
‘productive time delivery framework’, and planning
a new model for contract management to enable
GP practice-based commissioning work. Other
successes include the closure of our nineteenth PFI
project as corporate finance adviser, membership
of winning teams on four major PFI developments,
including Sherwood Forest and Colchester, and
further growth of our project support for primary
care local improvement finance trusts (LIFT).
At the end of the year, we established a Centre for
Organisational Learning as a focal point for our
HR consultancy activities. The centre has already
won work with clients such as the Forensic
Science Service, Hull and East Yorkshire NHS Trust
and Merton Council.
In central government, we have made excellent
progress, having now grown to 50 consultants
from a standing start two years ago. Major
assignments have been won with the Ministry of
Defence, Environment Agency, Pensions Regulator,
Cabinet Office and the Foreign and Commonwealth
Office. A number of recent wins, such as a senior
management training programme within the
Ministry of Defence, have been against
competition from the major international
consultancy groups.
Management processes have been strengthened
and, as a result of our divisional integration exercise,
all support services have been brought together in a
shared service centre that will also deliver improved
financial management arrangements.
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 55,238 42,130
EBITA** 6,669 7,121
EBITA margin ** 12.1% 16.9%
** before goodwill and employee benefit trust costs
Our businesses
have continued to
strengthen their
offering and are
increasingly able 
to offer customers
an integrated
package of services
drawn from across
the Group.
  We are now differentiating ourselves from most of
our competitors by agreeing three year preferred
supplier contracts for executive resourcing
services, as we have done recently with
Wolverhampton Council. We also continue to
develop new markets in the central government
and not-for-profit areas.
Over the next year, we will be launching several
new resourcing products which will extend our
range of services and will help to further increase
barriers to entry.
Tribal Communications
Within Communications, both gross revenue (up 44
per cent) and operating profit** (up 37 per cent)
showed good growth, with Geronimo and Tribal
MPC both making full year contributions following
their acquisition by the Group in 2003/04.
The integration of our communications businesses
in education, local government and health is now
well advanced. Based on the consolidated fee
income of the division, we have created a top ten
public relations agency as judged by PR Week
criteria and are one of the top three companies
working in the £300m per annum public sector
communications market. Much of this work is
procured through framework arrangements. We
are on all the main government frameworks
including the Department of Health, Central
Office of Information, Department for Work and
Pensions, Learning and Skills Council and
Department for Education and Skills.
We are currently responsible for developing and
delivering a number of public information
campaigns. Our contract to deliver the UK-wide
‘Aimhigher’ campaign, which advises young people
on the benefits of going on to higher education, is
worth £5m over four years. We are also working
with the Department for Work and Pensions on the
‘Age Positive’ and ‘Age Partnership’ campaigns which
promote age diversity in the workplace and the Edge
Employer Awards for the Edge Foundation which
raises awareness of the value of practical learning.
Our communications work in local government
continues to develop. We now have interim 
heads of communication in a range of public
sector bodies, including the London Fire &
Emergency Planning Authority and the London
Borough of Tower Hamlets, and are running best
value communications reviews for both the
Cambridgeshire Constabulary and the Association
of London Government.
06 Tribal Group plc   Report and Accounts 2005
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 9,958 6,921
EBITA** 2,382 1,741
EBITA margin ** 23.9% 25.2%
** before goodwill and employee benefit trust costs
Tribal Resourcing
Resourcing achieved good levels of turnover
growth, up 36 per cent to £74m, with gross
revenue growth of 18 per cent in a competitive
public sector market. There has been some pressure
in certain areas on consultancy fee rates and
advertising commission rates which, combined
with increased investment in infrastructure, has
resulted in lower operating margins.** 
The opportunities for our resourcing business
continue to be driven by organisational change
within our client organisations. Our recruitment
advertising business has continued to grow its
contractual base. We now work with over 50 local
authorities and over 100 health trusts, with an
additional £9m new advertising turnover secured
this financial year. Whilst we saw some slowdown
in advertising spend by the NHS, the market in
local government and education has remained
strong. During the year, we won several major
local authority advertising contracts including
Camden, Westminster and the Cambridgeshire
councils’ consortium; new NHS contracts with
Sheffield and Nottingham Primary Care Trusts and
a new university contract with Nottingham Trent.
Our resourcing proposition has been further
developed and now includes a web-based product,
‘careers for leaders’. Although it is still early days,
this is showing good potential and we will continue
to increase our investment in this area.
We are experiencing strong growth in our
healthcare supply business, where profit and
margins have increased. We have recently opened
a new office in the north-west and will continue
to invest in this area in 2006.
During the year, we established a new interim
management business to target senior
management roles in local government and
housing. This has had a successful start and will
make a good contribution in 2005/06. We expect
to extend this service into other Tribal markets
over the next 12 months.
Although our executive resourcing business has
experienced challenging market conditions with
increased competition, we continue to see good
levels of growth. Over the last 12 months we have
made over 30 chief executive appointments across
the local government and housing sectors, work
that has been important in raising the Group’s
profile in these markets.
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 24,684 20,909
EBITA** 5,252 5,406
EBITA margin ** 21.3% 25.9%
** before goodwill and employee benefit trust costs
Our new interim
management
business in local
government and
housing has had 
a successful start.
  Within the NHS and health sector, we have
substantially developed our creative businesses
with new offices opening in Nottingham and 
Bury St Edmunds.
We are confident that our new integrated
management arrangements put us in a strong
position to capitalise on the growing opportunities
for PR and communications services in the public
sector. We are now well placed to expand both our
capacity and geographical coverage.
Tribal Property
Property achieved revenue growth of 16 per cent,
seven per cent of which was from the acquisition of
Derek Hicks and Thew (DHT) in November 2004.
The decline in operating profit and margins was a
consequence of the significant investment made in
extending geographic coverage and in developing
capacity for capital spending programmes such as
‘Building Schools for the Future’.
Our architecture business, now employing close to
300 people, has extended its regional network to
include Exeter and Liverpool. We have set up our
first off-shoring centre in Cape Town that will
provide the business with the capacity needed to
run several major public sector PFI projects in
parallel. We have also now fully integrated our
education and healthcare practices. Our property
services business continues to grow and has,
during the year, extended its building surveying
operation and the regional spread of its project
management business. We will continue to invest
in the growth of this business area.
We are currently involved in the major capital
programmes in healthcare (PFI, independent sector
treatment centres (ISTCs), local improvement
finance trusts (LIFT) and Procure 21), and in
education (Building Schools for the Future,
academies, further education colleges and higher
education institutions). We have well-established
relationships with many of the major contractors.
A number of significant contracts have been won
which underpin much of our future revenue growth.
In health, we have recently won work at
Birmingham Hospital PFI; we are currently preferred
bidder on the £250m Peterborough PFI hospital
project; and, working with Mercury Health, are
involved in the first wave of the ISTC programme.
Extending our work in higher education, we have
recently won a £40m research facility at Oxford
University’s Old Road campus. In further education,
Tribal Group plc   Report and Accounts 2005   07
we have now established a leading market position
and are winning both property consultancy and
architectural work. For example, we have been
appointed to deliver the £40m first phase of 
the new campus for the Mid-Kent College at
Chatham; we are advising on the £25m campus
redevelopment at Barking; and within the
academies programme, we have won project
management contracts in Reading and Leicester.
Increasingly, there are opportunities to provide
clients in the property area with an integrated
proposition. For Solihull College, we brought
together our property and grant funding
capability; for the academies programme, we
combined our education and property project
management skills.
Over the next few years, we will be focusing on
developing new services to complement our existing
offering and extending our presence in our core
sectors whilst diversifying into related markets such
as science and higher education.
Tribal Education
Education achieved overall revenue growth of one
per cent despite the decline of our teacher training
business. Excluding teacher training, the division’s
activities delivered organic growth of 20 per cent
and an operating margin** of 18 per cent.
The integration of our education services and
advisory businesses has strengthened our position
as a top five education company. In April 2005, we
announced that we had won contracts worth
£50m over four years to deliver school inspection
services for Ofsted. These contracts, which
increased our market share from 21 per cent to
approximately 30 per cent, are together the largest
educational contract we have won to date. We are
seeing increasing signs that we are well placed to
win other large scale contracts in education.
During the year we increased investment in our
education benchmarking service, extending our
product into higher as well as further education,
where it has been used by over 100 colleges.
During 2005/06, we will seek opportunities to 
take this business into other Tribal markets.
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 21,331 18,443
EBITA** 2,658 2,819
EBITA margin ** 12.5% 15.3%
** before goodwill and employee benefit trust costs
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 36,317 35,884
EBITA** 5,784 6,634
EBITA margin ** 15.9% 18.5%
** before goodwill and employee benefit trust costs
During the year,
we have increased
investment in 
our education
benchmarking
service, extending
our product into
higher as well as
further education.
  We have now integrated our education software
businesses, managed services activities, and
information management services and systems
operations. We are now the market leader in many
of our sectors, providing services to over 35 per
cent of FE colleges, 60 per cent of universities,
over 50 per cent of local education authorities and
more than 30 per cent of work-based learning
providers.
We are becoming increasingly successful at
winning contracts which incorporate our complete
service offering of technology, consultancy and
managed services. In particular, we are making
strong headway in taking on the management of 
learning delivery.
Significant contracts during the year include a
£4m contract with Total for information
management services; a £1.5m contract with the
Science Learning Centres to deliver and support an
online learning environment; a £9m contract from
Ufi learndirect to manage its learning centres
across the south-west; and a Learning and Skills
Council contract to manage the information,
advice and guidance (IAG) service in Dorset. These
wins are a direct result of investment in our
bidding capabilities and our combined service
offering as an integrated division.
We are now well positioned to bid for progressively
larger contracts, predominantly in the education
and skills market, but also from the private sector
where there is growing demand for our information
management services.
Mercury Health – healthcare delivery
The revenue and operating loss reported for this
division is in line with expectations reflecting the
start-up nature of Mercury Health and the
associated business development overheads. We
expensed bid costs of £1.7m in accordance with
UITF34 ‘Pre-Contract Costs’ as an exceptional item.
In December 2004, we signed a £214m contract
with the NHS to design, build, staff and operate a
regional network of treatment centres. This
contract, which runs until June 2011, was part of
the £2.5bn first wave of contracts procured under
the Government’s independent sector treatment
centre (ISTC) initiative. This was developed to seek
private sector capacity to develop treatment
centres to carry out over 250,000 elective surgery
procedures per annum.
08 Tribal Group plc   Report and Accounts 2005
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 349 7
EBITA*** (343) –
*** before goodwill, employee benefit trust costs and
exceptional items
Our highly successful school improvement
programme ‘Pupils’ Champions!’, which currently
provides teaching support through contracts with
the Department for Education and Skills and local
education authorities to schools in disadvantaged
areas, has been expanded to meet the needs of
the post-16 sector (Students’ Champions) and the
professional development requirements of
teachers (Teachers’ Champions). All are now part
of our overall product range ‘Tribal’s Champions’.
The market for courses and conferences for
teachers and further education lecturers, which
now accounts for four per cent of our turnover,
has remained difficult, with funding changes and
switching priorities impacting delegate numbers.
However, the market for distance learning
continues to be very strong with over 100 colleges
now working with us. Our e-learning and ‘Skills for
Life’ services have also been developing well with
major contracts won with the Department for
Education and Skills, Learning and Skills Council,
further education colleges and regional
development agencies.
Good opportunities are emerging to bring
together our property and education consultancy
expertise to support capital projects. The Building
Schools for the Future initiative will now include
primary as well as secondary schools and the
Government has also announced an extension of
the academies programme. In further education,
Sir Andrew Foster is undertaking a fundamental
review of the future management of colleges, with
likely benefits for private sector involvement. All
these will create further demand for our services.
Looking ahead, we are confident that
opportunities will emerge for the increasing
involvement of the private sector in the delivery
of education, including the opportunity in the
future to run schools and colleges.
Tribal Technology
Operating profit** in Technology was up 19 per cent.
The two acquisitions made during the year, Aldcliffe
Computer Systems and Strategic Information
Technology Services (SITS), contributed 16 per cent
to revenue growth.
Year ended Year ended
31 March 2005 31 March 2004
£’000 £’000
Gross revenue 34,391 30,457
EBITA** 5,145 4,308
EBITA margin ** 15.0% 14.1%
** before goodwill, employee benefit trust costs
We are becoming
increasingly
successful at
winning contracts
which incorporate
our complete
service offering 
of technology,
consultancy and
managed services.
  The contract provides Mercury Health with
guaranteed volumes and there will also be
opportunities to secure additional volumes from
both the NHS and the private sector.
Financing for the contract totalled £57.5m. The
Group has provided equity of £17.5m and secured
additional funding of £40.0m comprising non-
recourse senior debt of £33.5m and equipment
lease finance of £6.5m.
The implementation of the contract is well
advanced and the centres located in High
Wycombe, Haywards Heath, Portsmouth and
Gillingham are scheduled to open between
Summer 2005 and Summer 2006. A fifth centre 
in Havant is due to open in early 2008.
We have made excellent progress with the
establishment of the Mercury Health management
team, recruiting some experienced managers from
the NHS and private sector healthcare companies.
As a result of this contract, Mercury Health has a
significant share of this progressive new market.
The Government has already announced that there
will be further procurements, commencing over the
coming months, with a combined value of more
than £4bn over five years. Mercury Health intends
to bid selectively for a number of these contracts.
Mercury Health will be supported in these bids,
and in the development of its existing business, by
the Hospital for Special Surgery, one of the leading
orthopaedic hospitals in the US.
We expect that the NHS market for independent
healthcare will grow very strongly over the next few
years, driven in part by the move to ‘payment by
results’. We believe that Mercury Health is well
placed to take advantage of these developments.
Customers
The majority of the Group’s customers continue
to be at the delegated level of government. For
example, in education: schools, colleges and
universities; and in health: primary care trusts,
acute trusts and strategic health authorities.
However, we have continued to make very good
progress in developing our customer base in
central government.
Now that the re-organisation of our business is
completed, we are increasing our investment in
business development, account management and in
bidding for longer-term contracts. We have
developed a bidding resource in each of our
divisions and have also increased the size of our
central team.We are particularly targeting contract
opportunities that allow us to provide an integrated
service offering, deploying skills from across the
Group. The major example of this has been the
Mercury Health contract, which brought together
our consulting, resourcing, property and
communications services. There are now many
other examples of different parts of the business
successfully working together.
Tribal Group plc   Report and Accounts 2005   09
Branding and profile 
From 1 April 2005, with very few exceptions,
businesses across the Group commenced trading
as Tribal. This re-branding has been received
positively by staff and customers and it will help
to raise further Tribal’s profile in its markets.
It will also assist by enabling us to present a 
fully integrated proposition to our customers.
Growth 
During the financial year, we announced three
acquisitions: SITS, a student administration
software business in the higher education market,
Aldcliffe, a trainee administration software
business in the work-based learning market, and
DHT, a healthcare architectural practice based in
Liverpool. These businesses are now integrated
into our technology and property divisions
respectively and are all performing ahead of our
expectations. The acquisitions made in the year
cost an aggregate initial consideration of £16.0m,
paid for by a combination of cash and shares.
Deferred consideration of up to £5.9m is payable
in respect of these acquisitions, principally in
shares, based on increases in operating profits.
At the year end, our total estimated earn-out
liability in respect of the period to 31 March 2007
was £21.8m, of which we expect to pay £14.3m 
in 2005/06 and £7.5m in 2006/07. Although 
these liabilities are primarily to be satisfied in
shares, the Group always retains sufficient
headroom in its banking facilities to finance 
the remaining earn-outs in cash. As previously
announced, in a number of cases we have already
crystallised earn-out payments in order to
facilitate our integration process.
While we do still consider there to be interesting
consolidation opportunities in our markets, we are
currently focused on delivering organic growth
through increasing headcount, developing new
services and winning new contracts.
Over the year, the businesses owned for two full
years or more have increased headcount by 
12 per cent and demonstrated underlying organic
revenue growth of five per cent. We have
continued to broaden and strengthen our
management teams with an increasing number of
high quality senior managers joining us from
major support services and consultancy
competitors. We have adopted a very proactive
approach to the recruitment of consultants and
senior managers.
We have won several
major contracts
which demonstrate
the potential of the
Tribal business model.
We are now in a
strong position to
take advantage of the
many opportunities in
our markets.
  10 Tribal Group plc   Report and Accounts 2005
We are seeing an acceleration of cross-selling,
with many examples of the Group providing our
customers with an integrated package of services
from across the business. Our five sector service
groups (education; health and social care; local
government and housing; regeneration; and central
government) are now well established and are
becoming more influential in developing the
Group’s strategy, marketing approach and brand
profile in their respective markets. The operational
head office in London and the network of regional
hub offices are making a significant contribution
to joint working as well as enabling us to
consolidate our office network, reducing the number
of individual locations over the next two years.
Management 
The Group is now managed through a divisional
structure. We are confident that the benefits of
integration have been achieved whilst retaining
much of our entrepreneurial culture.
We have now appointed divisional CEOs to lead
each of the seven divisions.We are starting to see
benefits from cost efficiencies, brand leverage,
shared best practice, enhanced recruitment and staff
development initiatives and from shared services
provided from the Group’s eight hub offices.
The Group’s executive management board,
consisting of divisional CEOs and other key Group
directors, is responsible for the strategic and
operational management of Tribal, assessing
investment priorities and managing the Group’s
risk profile.
People 
We are a business that relies on the quality and
commitment of our people and our success is due
to the hard work and professional integrity of our
management and employees across the Group. We
have created a culture in which individuals at all
levels are given a high degree of autonomy within
a supportive Group framework. We have
established a clear set of values which encourage
entrepreneurialism, profit focus and a dynamic
culture within a strong ethos of customer service,
integrity and social awareness. Our staff believe
they are making a substantial contribution to
improving public services and to the lives of those
affected by those services.
We have exceptionally talented individuals
amongst our middle and senior management
teams. Many of our directors are nationally
leading figures in their specialist areas. We will
continue to recruit ambitious and talented
individuals who will contribute to the growth of
the business. These will be from a variety of
backgrounds, both public and private sectors.
In October 2004, we launched the second Tribal
management development programme in
conjunction with Henley Management College.
In the last two years, 50 individuals have attended.
We will continue to invest further in the
development of our senior managers and staff
during 2005/06.
Tribal is committed to positive and proactive
communications with our employees. We have
embraced the ‘Information and Consultation Rights’
directive and introduced elected staff forums which
are currently being rolled-out across the business.
During the year we have also introduced an
independent and confidential counselling service for
our staff and are currently reviewing our employee
assistance programme to ensure it is delivering a
valuable service in a range of areas.
We are grateful to staff at all levels of the
company for their effort throughout the year and
for their contribution to our continuing success.
Prospects 
We have now completed our organisational 
restructuring and are well advanced with our
integration process. We have won several major
contracts which demonstrate the potential of the
Tribal business model. The Group is now in a
strong position to take advantage of the many
opportunities arising in its key markets.
Henry J Pitman
Chief Executive
21 June 2005
  Tribal Group plc   Report and Accounts 2005   11
Review of our markets
We continue to operate in expanding markets and
to benefit from increasing government expenditure,
particularly in education and health. Currently
94 per cent of our revenues are generated by sales
in the public sector.
Outsourcing generally continues to be a
dominant activity in the UK. In the public sector
alone, an additional £20bn worth of services are
likely to be contracted out to external suppliers in
the next three years. This means that by 2006/07,
about £67bn worth of services are likely to be
managed in this way, compared with just under
£45bn this year.*
The increasing use by the public sector of external
consultancy and support services is unlikely simply
to be a short-term consequence of the recent
focus on modernisation of and investment in
public services, but part of a gradual and overall
trend which is unlikely to be reversed.
1
The increased emphasis on service improvement,
efficiency gains and new technology are all
opportunities for us to help provide additional
support. We are well placed to respond to recent
service delivery trends, while still offering more
traditional forms of consultancy. We now have the
critical mass and multi-disciplinary expertise to
respond to complex and larger-scale opportunities
across our markets, particularly for managed
services and direct delivery.
* Public Finance/Nelson Hall 2005
1999 2000 2001 2002 2003 2004
n Private    n Public
1
Market analysis
“While the recent increases in public sector expenditure on consultancy activities are substantial,
they are not out of line with trends in the private sector. From comparing the rates of growth in
private and public sector consulting over the past 16 years, it is clear that the private sector saw
a surge in demand for consulting in the 1990s, a surge that has been replicated in the public
sector since 2003.
This suggests that recent rises in the expenditure on consulting in the public sector, rather than being
a short-term repercussion of the government’s focus on improving the quality of public services, are
part of an underlying shift in which organisations across the economy increasingly collaborate with
external suppliers. The public sector is simply following the lead of the private sector.”
Source: The UK Consulting Industry: MCA 2005
2,509
3,337
3,783
4,138
4,531
4,712
567
384
562
605
1,279
1,865
Comparing reported consultancy fee income generated
by the private and public sectors 1999-2004 (£m)
  12 Tribal Group plc   Report and Accounts 2005
Health and social care
The largest single area of current government
investment is in the health service which is
experiencing an unprecedented level of growth.
One in ten of the working population is employed
in the UK health and social care sectors.
Throughout the health service, the continuing
focus is on patient-led services and the
modernisation of all aspects of delivery. As the
leading consultancy in the health and social care
sector, we are continuing to advise and support
hospital and primary care trusts, strategic health
authorities and the Department of Health on a
wide range of strategic and delivery issues. We
work with the majority of NHS trusts and
strategic health authorities.
Ambitious targets to reduce waiting times for
elective surgery means that by 2010, 15 per cent
of all non-emergency surgery will be carried out
by private providers under the independent sector
treatment centre programme. This is a major
growth area for our healthcare delivery business
which has secured a £214m contract to design
and operate a regional network of centres in the
south-east. This represents a significant market
share and ensures that we are well placed for the
second stage of procurement, worth another £3bn
over five years.
The NHS National Programme for IT
We are working on a wide range of
projects for the National Programme
for IT, including providing extensive
national level support to the
development both of the planned
online appointments system,
‘Choose and Book’, and the NHS
Care Records Service. At the local
level, we are working with strategic
health authorities, NHS and primary
care trusts to help them develop
local implementation strategies and
provide related support.
Good Hope Hospital NHS Trust
Following our selection as a
management partner for poorly
performing NHS trusts in England,
we are the first private company to
have been appointed as franchise
managers of a hospital trust. We
are currently mid-way through our
three year franchising contract with
Good Hope Hospital NHS Trust in
Sutton Coldfield. The trust has now
achieved a one star rating, up from
a zero star the year before, and
“significant improvements in
several areas” according to the
Healthcare Commission.
The increasing use of the independent sector for
non-emergency surgery and diagnostic treatment
presents a major opportunity for our healthcare
delivery business, Mercury Health.
One of our MRI (Magnetic Resonance Imaging) mobile units will be used at our Mercury Health
treatment centre in High Wycombe, due to open later this year.
  Tribal Group plc   Report and Accounts 2005   13
Our architectural practice is the recognised European leader 
for the design of healthcare facilities, and has well-established
relationships with the major contractors and consortia active
in the private finance initiative.
By 2010, 40 per cent of the NHS estate will be
less than 15 years old and will include 100 new
hospitals, most of them constructed under the
framework of the private finance initiative (PFI).
With about £6.5bn of capital value yet to be
invested – or about two-thirds of the overall
projected cost – the outlook for construction in
the health sector remains very positive. Our
architectural practice is the recognised European
leader for design of healthcare facilities, and has
well-established relationships with the major
contractors and consortia active in PFI.
We are also offering design and project
management services to primary care trusts in
Colchester, Hampshire and Liverpool under the
LIFT (Local Improvement Finance Trusts) joint
ventures, which have been set up to provide new
or upgraded primary care facilities. To date, LIFT
has absorbed about £200m out of a total of £1bn
so the programme will continue to provide
substantial long-term opportunities.
Peterborough Hospital PFI 
Our architectural practice is part of
the winning consortium selected to
design and build Peterborough’s
new £250m acute hospital and
mental health unit on the Edith
Cavell site, together with an
integrated care centre in the heart
of the city. Our successful design
has a number of highly innovative
features, including our cross-shaped
‘cruciform’ bed layouts in multi-bed
areas which we are also using in PFI
developments in Guernsey and
Colchester. This pioneering and
unique design manipulates the
existing space differently, giving
patients an additional bed-to-bed
distance of 1.5 metres more than
the NHS requirement. This is an
important step towards resolving
many of the cross-infection issues
common in multi-bed areas.
Department of Health
We have secured one of the three
‘pathfinder hub’ contracts to support
the introduction of collaborative
purchasing arrangements across the
NHS. We are currently working with
the Shropshire and Staffordshire
Collaborative Procurement Hub to
deliver over £4m of savings by the
end of 2005.
The NHS National Programme for IT, worth over
£6bn, is the largest IT transformation project in
Europe, aiming to standardise systems for clinical
services and communications infrastructure
throughout the health service in England.
Investment will be spread over several years and
will continue to generate the need for substantial
external support. Tribal has been involved in a
consultancy capacity from the early stages of this
initiative.
We have a strong track record in NHS recruitment,
particularly in recruitment advertising and
executive search, and have established a new
interim resourcing business. We are a market
leader for the supply of allied health professionals
to the NHS.
Our winning design for the Peterborough Hospital PFI project includes our unique design for multi-bed areas,
developed to help reduce cross-infection.
  We have been providing inspection
services for Ofsted since 1996 and
are now the largest of the five
providers in England.
Education and training
Continuing investment is planned for primary and
secondary schools, further education, and the
broader learning and skills sector. Over £12bn of
additional expenditure has been allocated over the
next three years. The majority of these resources
will be focused on raising standards and improving
infrastructure. Our services are designed to offer
additional capacity and specialist consultancy or
technical skills.
The Building Schools for the Future initiative is 
one of the country’s largest ever investment
programmes in education. It envisages the
rebuilding or renovating of every school in England
over the next 15 years and offers the private
sector the opportunity to engage in large-scale
and long-term partnerships with local education
authorities. Our integrated capacity, offering a
deep and wide knowledge base across education
consultancy, IT and property services, means that
we are now viewed by the Department for
Education and Skills (DfES) and other customers as
one of the major providers in this sector. We are
currently on four of seven DfES framework
agreements for this programme.
We are also actively involved with the academies
initiative. Our property division, working in
association with our education division, is an
approved supplier of overall project management,
construction project management and design
services. With the planned construction of over
200 academies by 2010, we look forward to
making a significant contribution.
14 Tribal Group plc   Report and Accounts 2005
Department for Education and Skills 
Following on from the success of
our school improvement programme,
‘Pupils’ Champions!’, in the London
Boroughs of Greenwich and
Richmond, we have been awarded a
£2.1m contract by the Department
for Education and Skills to work
with selected schools to raise the
attainment standards of pupils in
years 6, 9 and 11. ‘Pupils’ Champions!’
combines specialist teaching,
academic mentoring and revision
programmes. We now have over 120
consultants working on the project.
Leicester Academy
The Samworth Enterprise Academy
will offer a ‘through-school’
education to 3-16 year olds, a
specialist curriculum and state-of-
the-art facilities and building design.
As project managers, we will be
offering our combined property and
educational expertise, and working
closely with the DfES and co-
sponsors, David Samworth and the
Church of England Diocese of
Leicester, to drive the concept
forward.We are also acting as overall
project manager on academies in
Bristol, Reading,Westminster and
Southwark and as construction
project manager in Hackney.
We work with 90 per cent of further education colleges, 80 per cent of secondary schools, 50 per cent
of local education authorities and the majority of learning and skills councils. The focus on lifelong and personalised learning
continues to present a range of opportunities for
our e-learning and technology businesses.
Tribal Group plc   Report and Accounts 2005   15
The further education sector is also undergoing a
transformation through a combination of increased
investment and fundamental reform. Both the
Foster Review and the Learning and Skills Council
‘Agenda for Change’ will present substantial new
opportunities for our consultancy businesses.
The focus on standards and efficiency has
established a climate in which our consultancy,
inspection and benchmarking services can thrive.
We are now the largest provider of Ofsted
inspection services in England and the market
leader for benchmarking in the post-16 and adult
learning sector.
There are clear signs that the Government intends
to increase the role and involvement of the private
sector in the direct provision of educational
services. The academies initiative gives an
indication of this but much wider involvement in
the management of schools and colleges is likely
to be encouraged. Our three year contract with
Swindon Borough Council to manage its education
service has led to a greatly improved Ofsted re-
inspection rating and is one very successful
example of how our educational expertise could
be used more widely.
The focus on lifelong and personalised learning
continues to present a range of opportunities for
our e-learning and technology businesses. The
Department for Education and Skills’ £4bn ‘Skills
for Life’ programme – basic literacy, numeracy and
language – continues to be a central component
of the Government’s national skills strategy. We
have market leadership in this area.
Sector Skills Councils 
We are working with ten of the new
Sector Skills Councils, the DfES and
four Learning and Skills Council
regions to target potential learners
in key regional employment sectors.
Our innovative range of resources,
over 50 products in all including
text messaging tests, mobile phone
games and scratchcards, are
designed to help employees improve
their literacy and numeracy skills.
Ofsted 
We have been awarded two four year
Ofsted contracts to inspect schools
in two English regions, the south-
west and the West Midlands,
representing a third of the overall
total. Tribal has been providing
inspection services for Ofsted since
1996 and is now the largest of the
five providers in England.
learndirect 
In April 2004, we were selected as 
a regional ‘hub operator’ for
learndirect. The £9.2m contract
covers Dorset, Somerset, Devon and
Cornwall, an area in which 14,000
learners are enrolled at over 50
centres. learndirect is the largest 
e-learning service in the world and
Tribal has been supporting its
development over a number 
of years.
Our flagship basic skills software product, Target Skills, is now used in 400 of the
450 further education colleges in the UK, and is being taken up by an increasing
number of other clients including NHS trusts and work-based training providers.
  Local government
The highest level of fee income recorded for
consulting services in the public sector during
2004 was from local government, ahead of 
both health and central government.* Change
management, turnaround programmes and the
implementation of the Gershon Efficiency Review
all remain key drivers.
We have been supporting local government for 20
years and work with over 75 per cent of local
authorities to provide additional capacity and
technical skills across a range of disciplines
including social services, housing, environmental
services, leisure, regeneration, libraries and
corporate services.
Service re-design has been prompted by a number
of policy reviews, the need for substantial
efficiency savings, the Comprehensive
Performance Assessment (CPA) inspection regime,
and legislation such as the recent Children Act,
stipulating the need for increased joint-
departmental working. These developments all
present continuing opportunities for our
consulting and resourcing businesses.
The local authority sector spends in excess of
£120m on recruitment advertising and executive
search and selection per annum. As the largest
resourcing consultancy in local government, we
will continue to extend our market presence.
Compliance with the Freedom of Information Act
and the requirement to achieve electronic delivery
of an increasing number of services are growth
areas for our technology division. Our
management systems are used in 170 local
authorities, and we are working closely with many
councils to support the transition to integrated
children’s services departments by providing 
ICT solutions for information sharing and
management planning.
* The UK Consulting Industry: MCA 2005
16 Tribal Group plc   Report and Accounts 2005
Hertfordshire County Council 
The £10m five year contract to
provide advertising recruitment
services was won in partnership with
Manpower. The council employs over
18,000 staff and the contract covers
all staff vacancies from cleaners to
senior executives. In the first year of
the contract, we have launched the
highly successful and award-winning
‘Hertfordshire Heroes’ campaign, the
aim of which was to present careers
in social care more positively in
order to attract a wider selection 
of candidates.
City and County of Swansea 
We undertook an HR and
organisational review on behalf of
the authority, culminating in the
development of a future strategy,
and supported its implementation.
“This was a critical piece of work for
the authority” said its assistant chief
executive, “Swansea’s HR service now
has a clear strategic direction and is
well placed to meet the challenging
agenda ahead. The involvement of
Tribal Resourcing was invaluable.”
Association of London Government
We have been appointed by the
Association of London Government
(ALG) to carry out a best value
review of its communications and
public affairs division. The results 
of the review will assist the ALG to
set priorities for the division and
ensure that it is properly equipped 
to communicate successfully on
behalf of 33 London boroughs and
other partners.
We are the largest resourcing consultancy in local government. Over 50 local authorities are using our
recruitment advertising services. Housing and regeneration
Tribal Group plc   Report and Accounts 2005   17
Housing remains high on the political agenda. We
are the UK’s leading specialist consultancy for
local authority housing departments, social
housing organisations and regeneration
partnerships. Rationalisation of stock and the
transfer of homes from local authority ownership
to registered social landlords continues. We are
providing advice to many UK local authorities
involved in stock transfers, regeneration and asset
management initiatives.
The Government’s Sustainable Communities Plan
sets out a blueprint to create regenerated
communities and deliver neighbourhood renewal. In
response to the government regeneration agenda,
we have set up Tribal Urban Futures to bring
together our expertise in this area. We are already
managing over 20 regeneration programmes funded
by the single regeneration budget, working with a
third of all the New Deal for Communities
programmes across the country, and supporting the
development of local strategic partnerships in the
London boroughs of Newham and Lambeth.
We have market leadership in the area of interim
management and recruitment of housing and
regeneration staff. Our consultancy specialising in
identifying and securing UK and European funding
opportunities for economic and community
regeneration projects is well established.
English Partnerships 
We have recently been selected to
join the consultancy panel for
English Partnerships, the
Government’s national regeneration
agency. We have also now secured
the first contract procured through
the panel arrangement, consultancy
support to the ‘First Time Buyers
Initiative’ (FTBI), which aims to
remove barriers to home ownership
and increase the supply of
affordable homes.
City of Edinburgh Council 
We have been appointed as lead
consultants for Edinburgh’s
ambitious community ownership
project ‘Better Homes for Edinburgh’.
The initiative will generate a total of
around £2bn of public and private
investment for the city’s affordable
housing stock over the next ten
years. It is the largest and most
complex stock transfer and
regeneration project in Scotland.
We are the UK’s leading specialist consultancy for local authority housing
departments, social housing organisations and regeneration partnerships.
We have a proven track record in developing and delivering regeneration programmes and have managed over 20 projects
funded by the single regeneration budget, including a major town centre redevelopment in Stratford, London.
  18 Tribal Group plc   Report and Accounts 2005
Central government
Central government remains under increasing
pressure to re-engineer services and release
funding to frontline delivery. E-government, joined-
up services and the planning of large-scale IT
projects, many of which are still in the pipeline
with implementation cycles of several years,
represent a major challenge for key government
departments. Policy reviews will continue to trigger
a shake-up of services. The Gershon Efficiency
Review and the Lyons Review have set challenging
targets for service transformation. Both will
continue to generate substantial opportunities for
our consultancy, IT and HR businesses.
We work with all of the key spending departments
and national agencies to support service
modernisation and cross-departmental
programmes. We provide a range of information
and IT services to central government and, as an
accredited member of the S-Cat framework (the
government-sponsored list of preferred suppliers),
our services are easy to procure and quality
assured. Our consultants are being used to help
develop, implement and measure the success of
policy initiatives, as well as to provide additional
capacity where in-house shortages exist.
Our communications division is an acknowledged
specialist in central government public information
and PR campaigns, and is currently involved in a
number of high profile contracts for the Department
for Education and Skills, the Department for Work
and Pensions and the Foreign and Commonwealth
Office. PR and communications is a growth area
for the public sector.
Department for Education and 
Skills and The Royal Bank 
of Scotland Group
We are delivering a four year
communications campaign for the
Department for Education and Skills
Aimhigher programme, providing
information to young people aged
13-18 on the benefits of higher
education, with a particular
emphasis on reaching people from
communities and backgrounds with
no history of going on to university.
Our roadshows visit 3,000 young
people in England every week, and
take place on state-of-the-art mobile
trailers, with an informative and fast-
paced presentation. Evaluation has
shown this method is highly
effective, shifting attitudes towards
higher education by 64 per cent.
Ministry of Defence (MoD)
We are currently delivering resource
and performance management
training to senior military staff and
civil servants across the MoD. The
training programme, based around
classroom teaching with online
support, will be delivered over the
next five years in association with
Henley Management College.
Resource management courses 
are also being run at the Home
Office for both financial and non-
financial managers.
Home Office
We are working with the Home
Office’s Immigration and
Naturalisation Directorate on a
major data management initiative.
The assignment involves building a
corporate file plan and introducing
best practice electronic records
management (ERM) throughout 
the directorate.
We are currently involved in a number of government information campaigns including the ‘Aimhigher’
programme for the Department for Education and Skills.
  Tribal Group plc   Report and Accounts 2005   19
Private sector
Outsourcing of non-core activities continues to 
be the major driver for our private sector work,
particularly in business processing and information
and data management.
Organisations are increasingly looking for expert
providers to take over the running of their records
and information management services in order to
improve performance and efficiency. Our library 
and information management business is well
established and we provide on-site and outsourced
solutions to companies across a range of industries
including the energy, construction, leisure,
automotive and transport sectors. We also provide
these clients and other public and private sector
organisations with both interim and permanent
staff through our recruitment consultancy service.
Our private sector resourcing portfolio, both in
executive search and recruitment advertising, is
expanding. Based on a strong track-record across
the public sector, we are securing and retaining
work from a range of private sector organisations,
including Securicor and TNT. We are also finding
our public sector expertise is helping us secure
private to public sector recruitment assignments.
We design and support management information
and learner tracking systems for over 300 work-
based learning providers and corporate in-house
training departments.
We have a strong private sector client base for our
property advice, particularly in surveying and town
planning, where we have long-term relationships
with a wide range of commercial clients including
Woolworths, Halfords, Dixons Stores Group,
Canada Life, Royal London and Center Parcs.
We also deliver asset management solutions for
major property and construction companies,
ranging from consultants and third party building
and facilities management contractors to those
managing their assets in-house.
Securicor
We have been Securicor’s executive
search recruitment partner since
2003 and in the last year have helped
the company recruit ten directors for
its operations throughout Europe.
Center Parcs 
We have been advising Center Parcs
on the planning and development of
its Forest Holiday Villages since 1990.
As town planners with a reputation
for both sensitive and complex
planning applications, we are
currently advising the company on 
its £165m planned development of 
a fifth Forest Holiday Village on
Bedford Estate land in Bedfordshire.
Total
In December 2004, we were
selected as information
management partner to French oil
company, Total, in a contract worth
£4m over five years. We will be
responsible for ensuring that the
company meets its objective of
delivering an integrated information
management service from its
Aberdeen headquarters.
We have been advising Center Parcs on the planning and development of its leisure resorts since 1990.
  20 Tribal Group plc   Report and Accounts 2005
Corporate offices 
London
Cirencester
Regional offices 
Birmingham
Bristol
Edinburgh
Leeds
London
Manchester
Nottingham
Sheffield
Local offices 
Bath
Beaconsfield
Belfast
Birmingham
Blackburn
Blaenavon
Brighton
Bury St Edmunds
Cambridge
Cardiff
Chester
Chislehurst
Coventry
Dartford
Dublin
Ellesmere
Exeter
Frodsham
Glasgow
Glasshoughton
Harwell
Hessle
Lancaster
Liverpool
London
Loughborough
Manchester
Newport
Norwich
Plymouth
Reading
Rochdale
Southampton
St Albans
St Ives
Stafford
Stirling
Tadcaster
Taunton
Wakefield
Wimborne
Our business centres
The majority of our 2,000 staff
are based at one of our regional
hub offices around the UK. Tribal Group plc   Report and Accounts 2005   21
Corporate responsibility
Our CR framework
This year, we set up a corporate responsibility (CR)
working party to establish a CR framework. This
will form a baseline against which we will measure
our performance in a number of areas.
The framework is required to be compatible with
the overall corporate strategy of the Group. The
working party will present its preliminary
conclusions to the executive board by the end of
2005 and will report on the progress of the
framework in next year’s annual report.
Our baseline framework contains a number of
principles which encapsulate our own approach to
CR and cover all the key material issues for the
Group. The working party agreed the framework
should cover six areas: customers, staff, the
community, the environment, shareholders and
suppliers. We have already made significant
progress in a number of these areas, and some
parts of the Group are well advanced in terms of
best practice.
The FTSE4Good Index
The FTSE4Good Index was established in 2001 as
a tool for socially responsible investors (SRI) to
identify companies that meet globally recognised
corporate responsibility standards. For inclusion,
eligible companies must meet stringent criteria in
three areas:
l working towards environmental sustainability;
l developing positive relationships with 
stakeholders;
l upholding and supporting universal 
human rights.
Tribal has been included in the FTSE4Good Index
for the third consecutive year.
Tribal Group Foundation
The Tribal Group Foundation was registered as a
charity in August 2003. Its charitable objectives
are to advance health, both physical and mental,
and education and training, both in the UK and
the developing world. In the last financial year, our
principal donation, funding of £40,000, has been
to our nominated charity, Skillshare International.
This successful partnership will be continued
during 2005/06. In order to raise additional funds
for the Foundation, a payroll-giving scheme will be
launched by the end of 2005. This will give staff
the opportunity to make tax-efficient donations
either to the Foundation’s nominated charity or to
any other charities of their choice.
Skillshare International
Skillshare International has been
supporting skills development
programmes in Africa and Asia since
the end of the First World War. Its
projects are always determined by
locally identified needs and are run
and managed by local people in
partnership with skilled overseas
volunteers. The majority of funding
for these programmes is supplied by
the Department for International
Development in the UK and the
European Commission. Tribal is
currently supporting two projects,
one in South Africa and the other 
in southern India.
The first provides basic skills
education for adults with
disabilities in the region of
KwaZulu-Natal, which has the
highest number of people with
physical disabilities in South Africa.
Many of these people have received
no schooling and have encountered
many barriers to work and training.
A key objective of the project is to
change attitudes as well as develop
skills and sustainable employment.
The second project supports
community health initiatives in four
states in Southern India. These
programmes have had a vast impact
since they began in 1998. In one
project, three Skillshare
International volunteers have
provided community health training
to over 200 individuals in 203
villages. During this period, infant
and maternal mortality have been
dramatically reduced. In another
similar project, 99 per cent
immunisation against malaria 
has been achieved.
As a result of our sponsorship of
these projects, substantial matched
funding has 
been secured from the European
Commission. 22 Tribal Group plc   Report and Accounts 2005
Financial review
This financial review analyses the performance of Tribal Group
in the financial year ended 31 March 2005. It also explains
other aspects of the Group’s results and operations, including
our financial objectives and risk management.
2005 2004 Change
£’000 £’000 %
Turnover (gross earnings) 229,470 185,744 +23.5
Gross revenue 179,857 152,221 +18.2
Operating profit 4,239 8,398
Goodwill amortisation and impairment 16,636 10,690
Employee benefit trust (credit)/costs (244) 1,025
Exceptional items 1,747 3,040
Adjusted underlying EBITA 22,378 23,153 -3.3
Net interest (4,451) (3,076) +44.7
Adjusted underlying profit before tax 17,927 20,077 -10.7
Adjusted underlying effective tax rate* 30.0% 30.8%
Adjusted underlying earnings per share* 15.6p 20.5p -23.9
* Before goodwill amortisation, employee benefit trust costs and exceptional items (see notes 6 and 10).
Group trading summary Group sales performance
0
50
100
150
200
250
2001  2002  2003  2004  2005
Total sales
£m
Tribal Group has seven divisional businesses and the segmental analysis is shown below.
Division Gross revenue Adjusted underlying
EBITA
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Communications 9,958 6,921 2,382 1,741
Consulting 55,238 42,130 6,669 7,121
Education 36,317 35,884 5,784 6,634
Property 21,331 18,443 2,658 2,819
Resourcing 24,684 20,909 5,252 5,406
Technology 34,391 30,457 5,145 4,308
Mercury Health 349 7 (343) –
Central and bid costs – – (5,169) (4,876)
Inter segment sales (2,411) (2,530) – –
Total 179,857 152,221 22,378 23,153
Our compound sales growth over the
last four years has been 190 per cent.
The operating performance of each division is discussed in the Chief Executive’s statement.
  The exceptional items of £1.7m (2004: £3.0m)
mainly relate to bid costs on the NHS independent
sector treatment centres (ISTC) contract which was
awarded in December 2004. The Group
consistently applies UITF 34 ‘Pre-Contract Costs’
and only capitalises bid costs from the point at
which it becomes virtually certain that costs will
be recovered. At 31 March 2005 capitalised costs
for the ISTC contract were £7.6m.
Seasonality The Group trading continues to be
seasonally weighted towards the second half of
the year.
We expect our profit seasonality to be more
pronounced in 2005/06 due to Mercury Health’s
ISTC contract start date, anticipated bid costs for
the Wave 2 programme, investment in headcount
in H1 and a higher interest cost due to the
increase in Group debt.
Group interest and tax Net interest payable for
the year increased by 45 per cent to £4.5m (2004:
£3.1m) reflecting the increase in the Group’s net
debt position. We invested £7.7m into Mercury
Health to fund the implementation and
mobilisation of the ISTC contract.
Tax on operating profit before goodwill
amortisation, EBT costs and exceptional items has
been charged at an effective tax rate of 30.0 per
cent (2004: 30.8 per cent). The charge for the
current year prudently assumes no tax relief on
the ISTC contract whereas we intend to build this
business into a major healthcare delivery partner
to the NHS with multiple contracts.
Tribal Group plc  Report and Accounts 2005   23
0
20
40
60
80
100
2001  2002  2003  2004  2005
Gross revenue H1   Gross revenue H2
2001  2002  2003  2004  2005
0
20
40
60
80
100
2001  2002  2003  2004  2005
Gross revenue H1   Gross revenue H2
0
20
40
60
80
100
2001  2002  2003  2004  2005 2001  2002  2003  2004  2005
Profit H1    Profit H2
Seasonality of revenues
%
Seasonality of profits
%
Financial objectives
We have now completed our restructuring into 
six trading divisions plus Mercury Health and
strengthened management and financial controls.
Looking forward we will focus on organic growth,
strong cash generation, maintaining high margins,
earnings growth and return on capital.
Group performance 
Group turnover increased by 24 per cent to
£229.5m (2004: £185.7m). Turnover from
continuing operations increased by 19 per cent 
to £221.0m (2004: £185.7m).
Our primary measure of sales is gross revenue (net
of pass through agency costs relating to recruitment
advertising costs). Gross revenue increased by 18 per
cent to £179.9m (2004: £152.2m).
Gross revenue for businesses owned on a like-
for-like basis for two or more years grew by 
5.0 per cent.
Adjusted underlying EBITA decreased by 3.3 per
cent to £22.4m (2004: £23.2m) due to the
significant level of organisational change. This
restructuring added cost to the Group split
between redundancy costs of £0.7m and
investment costs of £2.0m (including £0.4m 
of operating costs to set-up Mercury Health).
This impacted the overall Group operating margins
which reduced from 15.2 per cent to 12.4 per cent.
The goodwill amortisation charge increased from
£10.7m to £16.6m due to the four acquisitions
made in the year plus an impairment write down
of £5.2m relating to a review of the carrying value
of certain assets.
The graphs below demonstrate
our seasonality.
  24 Tribal Group plc   Report and Accounts 2005
All current earn-outs will be determined by 31
March 2007 leaving a small number of minority
interests in start-up companies.
Cash management After a disappointing H1 
cash conversion of just 24 per cent, due to the
unwinding of our exceptional 2003/04
performance, cash conversion for the full year,
before the Mercury Health investment, was
78 per cent (2004: 148 per cent).
Cumulative cash conversion over the four years to
March 2005 was 105 per cent (2004: 107 per cent).
The graph below illustrates the rolling 12 month
cash conversion and the cumulative cash conversion.
Free cash flow defined as operating cash flow less
interest and taxation was £2.9m (2004: £19.9m).
Capital expenditure in the year was £3.1m (2004:
£3.4m) for the core group and a net £2.7m
invested in Mercury Health.
Group net debt increased from £37.9m to £53.0m
after investing £7.7m in Mercury Health (including
bid costs) and £7.9m for acquisitions. We have
ring-fenced a further £10.0m from our cash and
bank facilities to invest into the ISTC contract.
After allowing for contingent deferred
consideration of £1.2m, the Group has only used
51 per cent of available facilities.
A new non-recourse (outside of Group bank
covenants) senior debt facility of £33.5m has been
secured from our bank syndicate to fund the
construction of the treatment facilities as part of
the ISTC contract. Funds will be drawn down over
the next two financial years. This debt will be fully
consolidated on to the Group’s balance sheet.
Cash conversion
40%
60%
80%
100%
120%
140%
160%
180%
Mar-01
Sep-01
Sep-02
Mar-03
Sep-03
Mar-04
Sep-04
Mar-05
Mar-02
Cumulative cash conversion since March 2001 
Rolling 12 month cash conversion
The loss on ordinary activities after taxation was
£5.6m (2004: loss of £0.9m).
Shareholder returns and dividends Underlying
adjusted diluted earnings per share (excluding
goodwill, EBT costs and exceptional items)
decreased by 24 per cent to 15.6p (2004: 20.5p)
due to the decline in profitability and the rise in
diluted weighted average number of shares by 
17 per cent to 78.5m (2004: 67.2m).
The Board has proposed a final dividend of 2p
(2004: 2p) giving a total dividend for the year of
3p (2004: 3p). Our dividend is covered 5.2 times
by adjusted earnings per share.
Shareholders’ funds, before minority interests,
decreased by £6.6m. This was due to the higher
goodwill amortisation and impairment charge.
As a result, our return on shareholder funds,
based on adjusted PBT was 12.0 per cent (2004:
12.9 per cent).
Acquisitions and start-ups We made four
acquisitions during the year for a combined initial
consideration of £16.0m, of which £1.1m was
satisfied by debt. Further consideration of up to
£5.9m is payable to the vendors based on future
profit growth.
The combined acquisitions contributed £8.4m to
gross revenue and £2.3m to EBITA.
We also started up a number of new businesses
which delivered break-even profits for the year but
we expect a positive contribution in 2005/06.
Outstanding deferred consideration The
estimated deferred consideration payable as 
at 31 March 2005 was £16.5m payable in shares
and £1.6m in loan notes/cash.
During Q1 of 2005/06 the Group is accelerating
certain earn-outs and acquiring minority share
interests to limit further dilution and to accelerate
divisional integration. The cost of £8.4m is included
in the total below of £21.8m.
Following these transactions the estimated
deferred consideration payable is as follows:
Of the £16.4m shares to be issued, £8.7m are
included in the weighted average number of
diluted shares as part of the adjusted diluted 
EPS for 2004/05 (see note 10).
2005/06 2006/07 Total
£’000 £’000 £’000
Shares 9,800 6,600 16,400
Loan notes/cash 4,500 900 5,400
Total 14,300 7,500 21,800
  Tribal Group plc   Report and Accounts 2005   25
Our gearing at 31 March 2005 was 35 per cent
(2004: 24 per cent).
Post-tax return on capital employed decreased
to 12.3 per cent from 15.0 per cent last year. This
compares to our weighted average cost of capital
of 8.7 per cent.
The forward order book of the Group as at 21
June has increased by 272 per cent to £350m
compared to £94m at the start of last year.
Mercury Health’s ISTC contract accounts for
£214m of this total.
Financial risks and treasury management The
main financial risks faced by the Group relate to
the availability of funds to meet business needs,
credit risk arising from customer defaults and
fluctuations in interest rates.
These risks are managed as described below.
Funding The Group finances its operations by a
combination of cash reserves from retained
profits, bank borrowings and leases. Our policy is
to maintain sufficient headroom in undrawn
committed bank facilities and banking covenants.
The Group is funded by a £100m revolving credit
facility until 29 May 2007 and a working capital
facility of £6m, with four major UK banks.
Treasury management is led by Group Finance and
operates within policies and procedures approved
and reviewed by the Board.
Credit risk The objective is to reduce the risk of
bad debts arising from non-payment from our
customers. This risk is tightly managed across the
Group led by the Group finance team. We incurred
no material bad debts during the year due to the
strong relationships with our customers. Debtor
days outstanding was 46 days (2004: 45 days) and
our age profile of older debts significantly improved.
Interest rate risk The Group’s policy is to
minimise interest charges. Forward rate agreements
and interest rate swaps are used to achieve the
desired mix of fixed and floating rate debt. At the
year end £40m, 75 per cent of net debt, was at a
fixed rate as detailed in note 29. The balance of our
net debt is in floating rate form.
The non-recourse Mercury Health facility of
£33.5m is fully hedged over the term.
The average rate of interest paid during the year
was 6.4 per cent (2004: 5.3 per cent).
International Financial Reporting Standards
(‘IFRS’) All European Union listed companies are
required to prepare their consolidated financial
statements in accordance with IFRS for accounting
periods beginning on or after 1 January 2005. The
Group will therefore adopt IFRS for the first time for
the financial year ending 31 March 2006 and the
first set of accounts under IFRS will be our interim
results for the half year to 30 September 2005.
A project team has been working with Deloitte &
Touche LLP performing a high level review of the
difference between IFRS and our current
accounting practices, and we are now quantifying
the financial impacts of convergence with IFRS. We
are also looking at the wider implementation
aspects, including how we will communicate the
changes resulting from IFRS.
Based on our work to date, the major areas of
impact on the net profit and shareholders’ funds
are expected to be due to differences in accounting
for share-based payments, business combinations,
pensions, deferred tax and goodwill amortisation.
The presentation of our financial statements and
note disclosures will also be affected.
Other information Additional financial and non-
financial information, including press releases and
year end presentations can be accessed on our
website, www.tribalgroup.co.uk.
Simon M Lawton
Group Finance Director
21 June 2005
26%
28%
30%
32%
34%
36%
38%
2002 2003 2004 2005
30%
28%
29%
36%
Committed income at start of each financial year 
(as % of projected gross revenue)
  26 Tribal Group plc   Report and Accounts 2005
Board of directors
* The appointment of a chief executive to our property division is still to be announced. The chief executive of our health delivery division, Peter Martin, is a member of our main board.
Peter J Martin (47)
Executive Director and
Chief Executive of
Mercury Health
Peter Martin joined Tribal
Group in June 2001 as
corporate development
director. He became chief
executive of Mercury Health
in April 2004. Peter was
formerly a founding partner
of corporate finance firm,
Anvil Partners, and prior to
that a director of the
corporate finance division 
of Kleinwort Benson Limited.
John Simpson (53)
Chief Executive
Tribal Education 
Karen Harris (36)
Chief Executive
Tribal Communications
David Chevins (52)
Chief Executive
Tribal Consulting
Julie Towers (39)
Chief Executive
Tribal Resourcing
Jim Chambers (51)
Chief Executive
Tribal Technology
Divisional chief executives*
Main board
P Strone S Macpherson (56)
Non-Executive Chairman
Strone Macpherson was
appointed as an independent
non-executive chairman of
Tribal Group in March 2004.
He was formerly executive
deputy chairman of Misys
plc which he joined in 1989
after 15 years at Flemings.
He is currently a non-
executive director of Axa UK
plc and Close Brothers
Group plc, and a member of
the Investment Committee
and of the General Council
of the King’s Fund.
Henry J Pitman (42)
Chief Executive
Henry Pitman founded Tribal
Group in September 1999.
He was formerly managing
director of JHP Group
Limited, a UK vocational
training and business
services company, which he
joined in 1995. Prior to this,
he worked for the Property
Corporation of South Africa
from 1990 to 1995.
Simon M Lawton FCA (44)
Group Finance Director
Simon Lawton joined Tribal
Group in March 2000. He
was formerly director of
finance at Securicor
Electronics Limited, a
subsidiary of Securicor
Group plc, and before that,
finance director of Dawes
Group Limited. Simon
originally qualified at KPMG
where he became a senior
manager in audit and
advisory services.
Timothy E P Stevenson OBE (57)
Non-Executive Director
Tim Stevenson joined Tribal
Group as a non-executive
director in May 2004 and is
chairman of the Remuneration
Committee and senior
independent director. Tim
worked for Burmah Castrol
Group plc from 1975 until 2000,
latterly as group chief executive.
He is currently chairman of
Travis Perkins plc and a director
of National Express Group. He
was formerly a director of the
DfES and Partnerships UK plc.
David G F Thompson (50)
Non-Executive Director
David Thompson joined
Tribal Group in March 2004
and is chairman of the Audit
Committee. He is chairman
of The Wolverhampton &
Dudley Breweries plc which
he joined in 1977, chairman
of The Income and Growth
Trust plc, and a non-
executive director of
Caledonia Investments plc
and JPMorgan Fleming
Smaller Companies
Investment Trust plc.
Sheila M Forbes CBE (58)
Non-Executive Director
Sheila Forbes joined Tribal
Group in May 2004 as a non-
executive director. Since
1996, she has held a number
of non-executive positions
including Lloyds TSB Group
plc and the British Library,
having previously served as
group personnel director at
Storehouse plc and then
director of human resources
at Reed Elsevier plc.
  The directors have pleasure in presenting their annual report on the affairs of the Group, together with audited consolidated financial statements and
independent auditors’ report for the year ended 31 March 2005.
Principal activities
Tribal Group plc is a holding company with a number of trading subsidiaries.
The principal activities of the Group are the provision of a broad range of consultancy and professional support services. The majority of our
customers are in the UK public sector, predominantly within education, health and social care, local government housing and regeneration, and central
government. We work with 80 per cent of secondary schools; 50 per cent of local education authorities; 75 per cent of local authorities; 90 per cent of
further education colleges and 75 per cent of NHS trusts.
Our services are delivered in the areas of management consulting, technology, resourcing, property, education and communications. We also have a
healthcare delivery business.
Business review
A detailed review of the Group’s performance and likely future developments is provided within the Chief Executive’s statement.
Results
The results of the Group are shown on page 39 and show a decrease of 3 per cent in group operating profit before goodwill amortisation, employee
benefit trust costs and exceptional items from £23.2m to £22.4m. Group profit before tax has decreased from £5.3m to a loss of £0.2m and the
adjusted diluted earnings per share has decreased by 24 per cent to 15.6p (note 10).
Proposed dividend
The directors recommend a final dividend of 2.0p per share which, together with the interim dividend of 1.0p paid on 14 January 2005, makes a total
of 3.0p for the year (2004: 3.0p).
The final dividend will be paid on 14 October 2005 to shareholders on the register on 23 September 2005.
Research and development
The Group continues to invest in research and development. This has resulted in a number of new products being launched recently which are
expected to contribute to the growth of the business.
Employment policies
We are a people business. We seek to attract, develop and retain high calibre staff – and, as a consequence, our customers can be assured that the
service they receive is among the best available.
We have exceptionally talented individuals amongst our middle and senior management teams, many of whom are leading figures in their 
specialist areas.
It is our policy to provide an environment in which individual talents can excel. The directors encourage employee involvement with wide share
ownership and participation in share option schemes.
Tribal Group are committed to positive and proactive communications with our employees, we have embraced the Information and Consultation
Rights directive and introduced elected Staff Forums which are being rolled out across the business.
Employees are kept informed of the performance of the Group and all matters affecting them as employees by means of regular briefings, the Group’s
internal magazine published three times per year and the in-house managed Group intranet and internet web sites.
We have a counselling service in place for our staff to ensure they have access to a support network outside the business and we are currently
reviewing our whole Employee Assistance Programme to ensure it is delivering a valuable service to our staff across a range of areas.
We are introducing a Group wide induction programme which will bring together all new starters across the divisions to foster their knowledge of the
Group, its values and strategy and to create effective networks within our business to maximise our capability to deliver enhanced services.
The Group is an equal opportunities employer and bases all decisions on individual ability regardless of race, religion, gender, sexual orientation,
age or disability.
Applications for employment by disabled persons will always be fully considered, having regard to their particular aptitudes and abilities. Should any
employee become disabled, every practical effort is made to provide continued employment. Depending on their skills and abilities, they enjoy the
same career prospects and scope for realising their potential as other employees. Appropriate training is arranged for disabled persons, including
retraining for alternative work for employees who become disabled, to promote their career development within the organisation.
Tribal Group plc   Report and Accounts 2005   27
Directors’ report
  Directors’ report (continued)
Supplier payment policy
The Group does not follow any specified code or standard on payment practice. However, it is the Group’s policy to negotiate terms with its suppliers
and to ensure that they are aware of the terms of payment when business is agreed. It is the Group’s policy to make prompt payment to those
suppliers meeting their obligations.
The Group year end trade creditors represented approximately 43 days (2004: 45 days).
Substantial shareholdings
As at 17 June 2005, the Company had been notified of the following interests in 3 per cent or more of its issued share capital (excluding directors):
Ordinary shares of 5p each %
Caledonia Investments plc 5,061,232 6.72
Mirabaud Investment Management Limited 3,876,829 5.14
Special business at the Annual General Meeting
A separate document accompanying the Annual Report and Accounts 2005 contains the notice convening the Annual General Meeting and an
explanation of the special business to be conducted at that meeting.
Environmental
The Group is committed to ensuring its operations have a minimal environmental impact and to the maintenance of continual assessments and
awareness of its environmental responsibilities.
A number of initiatives and projects are currently in progress, including waste minimisation, reuse and recycling of products wherever practicable,
energy efficiency and conservation.
The Group has a clearly documented policy that is promoted throughout the organisation and regularly reviewed.
Health and safety 
The Group is conscious of the importance of providing a safe working environment for both its employees and its customers and to comply with
current legislation. Each company in the Group has a health and safety representative who is regularly trained and provides basic induction training to
new staff on health and safety issues. The Group has comprehensive health and safety policies, procedures and documentation that are regularly
reviewed and updated in line with statutory obligations.
Political and charitable contributions
The Group remains committed to support local development, community, education, training and health that relate to the Group’s activities. The
Group made charitable donations during the year of £44,160 (2004: £35,866). There were no political contributions.
The Group has established a registered charity called The Tribal Group Foundation which received £30,000 of the above donations. The objectives and
charitable purpose have been determined in consultation with employees, and include promoting sustainable development overseas by sharing and
developing skills and encouraging organisational best practice, plus supporting any specific charitable activities in which our employees are involved.
Auditors
A resolution for the re-appointment of Deloitte & Touche LLP as auditors of the Company is to be proposed at the forthcoming Annual 
General Meeting.
On behalf of the Board
Richard H Collins
Company Secretary 165 Queen Victoria Street
21 June 2005 London
EC4V 4DD
Registered number 4128850
28 Tribal Group plc   Report and Accounts 2005
  Tribal Group plc   Report and Accounts 2005   29
Corporate governance
Introduction
Tribal Group plc is committed to achieving high standards of corporate governance, integrity and business ethics. The Group supports the Principles of
Good Corporate Governance and Code of Best Practice appended to the Listing Rules of the Financial Services Authority (the ‘Combined Code’). In July
2003 the Financial Reporting Council published the ‘FRC 2003 Combined Code’, which has been applicable to the Group in the year under review.
The remainder of this report sets out how the Group applied the FRC 2003 Combined Code during the year.
Compliance with the Code of Best Practice
The Group has complied throughout the year with the Code provisions set out in Section 1 of the FRC 2003 Combined Code on Corporate
Governance with the exception of provision B2.3: the aggregate remuneration of non-executive directors has exceeded the limit in the Company’s
Articles of Association. A resolution to increase this limit is to be proposed at the 2005 Annual General Meeting.
Board of Directors 
The Board currently comprises seven directors: Sheila Forbes, Simon Lawton, Strone Macpherson (non-executive Chairman), Peter Martin, Henry
Pitman, Tim Stevenson and David Thompson. Excluding the chairman, the Board comprises three non-executive and three executive directors. In the
year under review Dominic Collins resigned as a non-executive director and Tim Stevenson agreed to act in his place as Senior Independent Director.
Miles Hunt retired as a non-executive director at the 2004 Annual General Meeting. The terms and conditions of non-executive directors are available
for inspection on request from the company secretary. The directors’ profiles are set out on page 26.
The Board believes that all the non-executive directors are independent. David Thompson is also an independent non-executive director of Caledonia
Investments plc, which has become a significant shareholder in the Group. This connection between the Group and one of its current shareholders
does not affect the director’s objectivity, particularly as he is independent of executive decision-making processes at both companies. All of the non-
executive directors bring a wide range of experience to the Board including building large and mid-cap public company businesses, hands-on
operational CVs, strategy and human resources. The Chairman has other significant time commitments, as indicated in his profile. These have not
changed materially during the year and they do not affect his ability to devote sufficient time to the Company’s activities. The senior independent
non-executive director is Tim Stevenson, who is also Chairman of the Remuneration Committee. David Thompson is Chairman of the Audit
Committee and has the relevant experience to chair this Committee as required by the Combined Code. The non-executive directors and Chairman
are initially appointed for a three-year term.
The Board exercises full and effective control over the Group. The Board maintains a formal schedule of matters reserved for the Board’s decision, and
its responsibilities include strategy and management of performance, acquisitions, capital expenditure and safeguarding the Group’s assets. The actual
results of the Group and a summary of operating company performance are reported to all members of the Board. Executive members of the Board
meet formally with divisional and subsidiary management monthly to review business performance and to discuss operational and strategic issues.
Key points from these meetings are discussed at Group board meetings.
A procedure exists for the Board of directors, in the furtherance of their duties, to take independent professional advice if necessary, at the 
Company’s expense. All directors have access to the advice and services of the company secretary who is responsible to the Board for ensuring 
agreed procedures, rules and regulations are observed. Richard Collins, an experienced public company secretary and a qualified solicitor, was
appointed in November 2004.
On appointment, and throughout their tenure, directors receive appropriate training.
The roles of the Chairman and chief executive are separate and clearly defined.
Information is provided to the Board on a timely basis. In advance of each board meeting, directors receive a board pack including detailed monthly
management accounts, proposed acquisitions, a corporate governance update and major capital expenditure requests.
All directors are appointed by the Board as a whole following recommendations from the Nomination Committee and each director submits himself
for re-election at least every three years. None of the executive directors has a service contract greater than 12 months.
During the year under review a performance evaluation of the Board, its committees and its individual directors was conducted, by means of a
combination of written and oral processes, under the control of the Chairman and facilitated by the company secretary. The Senior Independent
Director, with input from the other directors, evaluated the Chairman’s performance.
Board committees
The Board has established three committees to deal with matters in accordance with written terms of reference. They are an Audit Committee, a
Nomination Committee and a Remuneration Committee. The chairmen of the Board committees will be available to answer questions at the Annual
General Meeting.
Audit Committee
The Audit Committee meets at least twice each year. The Committee is chaired by David Thompson. Current members comprise Sheila Forbes and Tim
Stevenson. The Group finance director also attends all meetings. The Committee monitors the effectiveness of internal financial controls and considers
matters relating to accounting, financial reporting, accounting policies, business risks and the external audit. To do this, it receives and considers
  Corporate governance (continued)
30 Tribal Group plc   Report and Accounts 2005
written and oral reports from company officers, the Group finance director and the auditors. Procedures to correct weaknesses identified in these
reports are put in place by the Group finance director and reviewed at subsequent meetings. The Audit Committee holds discussions with the auditors
without the Group finance director present at least once a year. The Audit Committee considers annually the need for an internal audit function. It
currently believes that the Group is not of sufficient size or complexity to obtain value from such a function at this stage. In order to safeguard
auditor objectivity and independence, the Committee keeps these matters under review and also reviews the cost effectiveness of the external
auditors and the nature of the non-audit services provided by them.
Nomination Committee
The Nomination Committee is chaired by Strone Macpherson and current members comprise Sheila Forbes, Henry Pitman, Tim Stevenson and David
Thompson. The Committee deals with appointments to the Board, monitors potential conflicts of interest and reviews annually the independence of
the non-executive directors. The Committee is responsible for proposing candidates for appointment to the Board having regard to the balance and
structure of the Board. Suitable candidates for non-executive roles have in the past been identified by use of external recruitment consultancies, and
the Committee would expect to use a similar process in the future.
Remuneration Committee
The Remuneration Committee is chaired by Tim Stevenson and current members comprise Sheila Forbes and David Thompson.
The Committee meets at least twice a year and on behalf of the Board sets the remuneration packages for the directors, including basic salary,
bonuses and other compensation payments. The Committee ratifies policy and framework proposals made by executive directors in respect of the
remuneration for senior executives within the Group. The Committee also ratifies any share option nominations under the various share option
schemes of the Group including any grants to the executive directors.
The Committee is assisted by the company secretary and the Group HR director and the remuneration report is set out on pages 32 to 37.
Attendance at Board and Committee meetings
Board/Committee name Board* Audit Nomination Remuneration Notes
Number of meetings in year 6 2 2 7
Number of meetings attended by members:
Strone Macpherson 6 n/a 2 n/a Chairman of Board and
Nomination Committee
Henry Pitman 6 n/a 2 n/a Executive Chief Executive
Simon Lawton 6 n/a n/a n/a Executive Group Finance
Director
Peter Martin 6 n/a n/a n/a Executive Director/CEO of
Mercury Health
Sheila Forbes 5 2 2 7 Non Executive Director
Appointed 25 May 2004
Tim Stevenson 5 2 2 7 Non Executive Director,
Chairman of Remuneration
Committee 
Appointed 25 May 2004
David Thompson 6 2 2 6 Non Executive Director,
Chairman of Audit
Committee 
Dominic Collins 4 n/a 1 1 Non Executive Director
Resigned 24 March 2005
Miles Hunt 2 1 n/a 1 Non Executive Director
Resigned 14 September 2004
* Note: excludes unscheduled or purely administrative meetings
Executive Management Board
During the last year the Group established a newly appointed executive management board following the restructuring of the business into six
divisions (excluding Mercury Health). The executive management board comprise the executive directors, the divisional chief executives, the Group
business development director, the Group HR director and Group company secretary. This board meets every month and has responsibility to set,
communicate and monitor the application of policies, procedures and standards in areas including operations, bid activities, finance, legal, commercial
and regulatory compliance, human resources and health and safety, information technology and security, property management, corporate social
responsibility and the environment. The executive management board met five times last year.
  Tribal Group plc   Report and Accounts 2005   31
Maintenance of a sound system of internal control
The directors undertake a semi-annual review of the effectiveness of the Group’s system of internal controls using a common strategic 
risk framework.
The Group’s assessment includes a review of the major financial and non-financial risks to the business and the corresponding internal controls. The
output is continuously reviewed by the executive directors and executive management board to enhance further the internal control and risk
management culture of the Group throughout its subsidiaries. Clear responsibilities have been allocated for key risk areas such as acquisitions,
treasury, capital expenditure, insurance and information technology. Other risks fall within the scope of the Audit, Remuneration and Nomination
Committees as appropriate. No potential issues warranting disclosure in the accounts have been identified.
The executive directors and executive management board will review these action plans on a regular basis to ensure that the plans for improvement
are being implemented and that the outputs of the strategic risk assessments remain relevant to the Group. A review will be carried out and an action
plan prepared for all new acquisitions as part of the integration process. The action plans and their ongoing review form a process for identifying,
evaluating and managing risks faced by the Group. Such a process has been in place for the year under review and up to the date of approval of the
audited financial statements and conforms to the requirements of the Turnbull guidance.
Review of effectiveness of internal control
The directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage
rather than eliminate the risk of failure to achieve business objectives. In establishing and reviewing the system of internal control, the directors have
regard to the materiality of relevant risks, the likelihood of a loss being incurred and the costs of control. It follows that the system of internal control
can only provide reasonable and not absolute assurance against the risk of material misstatement or loss.
In addition to the process of assessment of internal control and the monitoring of the effectiveness of internal financial control by the Audit
Committee, explained above, the process used by the Board to review the effectiveness of the system of internal controls includes the following:
Control environment
The directors are committed to maintaining a control-conscious culture across the Group whilst allowing divisional and subsidiary companies
sufficient autonomy to manage and develop their businesses. This is communicated to all employees by way of regular management briefings, training
and mentoring. An organisational structure is in place within which the business can be planned, controlled and monitored. This structure includes
appropriate delegation of authority, physical controls and procedures such as authorisation limits and segregation of duties. The divisional and
operating companies’ chief executives and managing directors regularly review their responsibilities and compliance with the Group’s policies and
procedures. The Group operates a quarterly letter of representation reporting framework for divisional and operating companies’ chief
executives/managing directors and finance directors/controllers to assess and report on the adequacy of internal financial controls and completeness
and accuracy of the management accounts.
Financial reporting
There is a comprehensive system of financial reporting to the Board based on an annual budget prepared in line with the Group’s strategic plan and
formally adopted by the Board, quarterly rolling forecasts and monthly reporting of financial and operating results. Budgets and plans are prepared at
the individual business unit level and summarised at the divisional and group level. Key operational performance indicators including weekly cash flow
forecasts and daily cash balances are continuously monitored by the executive and divisional directors.
Group procedures manual
Responsibility levels are communicated throughout the Group as part of the Group procedures manual, which sets out delegation of authority and
authorisation levels and other control procedures, together with accounting and reporting procedures. The manual is updated regularly to take account
of new Accounting Standards, performance criteria, operational effectiveness, investment returns and other regulatory requirements. All senior finance
professionals are provided with training and guidance to ensure that the current and future needs of the Group are met.
Shareholder relations
The chief executive and Group finance director are the Group’s principal spokesmen with investors, analysts, fund managers, the press and other
interested parties. Access is available to the Chairman and/or the Senior Independent Director and other non-executive directors if this is required.
The full Board is kept informed about shareholder relations and in particular the Senior Independent Director is kept informed of the views of major
shareholders. This is done by a combination of reports to the Board on meetings held and feedback to the Board from the Group’s financial PR and
other advisers. The Group holds briefing meetings with analysts and institutional shareholders, usually following the interim and final results
announcements, to ensure that the investing community receives a balanced and complete view of the Group’s performance and the issues faced by
the business. The Group reports formally to all shareholders twice a year when its half year and full year results are announced. These results and all
other Stock Exchange announcement information is available on the Group’s website. The Annual General Meeting is attended by all directors, and
private investors are encouraged to participate in the meeting.
Going concern
After making enquiries, the directors have formed a judgement that there is a reasonable expectation 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. Introduction
The remuneration report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002. The report also meets the
relevant requirements of the Listing Rules of the Financial Services Authority and describes how the Board has applied the Principles of Good
Governance relating to directors’ remuneration. As required by the Regulations, a resolution to approve the report will be proposed at the Annual
General Meeting of the Company at which the financial statements will be approved.
The Regulations require the auditors to report to the Company’s members on the ‘auditable part’ of the remuneration report. The report has therefore
been divided into separate sections for audited and unaudited information.
Information not subject to audit
Composition and terms of reference
The Committee is currently comprised of three independent non-executive directors: Sheila Forbes, David Thompson and Tim Stevenson (Chairman). It
operates in accordance with written terms of reference, which are determined by the Board and take account of best practice and the requirements of
the Combined Code. The terms of reference will be available at the Annual General Meeting.
Advisers to the Remuneration Committee
The Committee commissioned from New Bridge Street Consultants an independent review of executive remuneration and in the light of this the
salaries of executive directors for the year under review were adjusted to be in line with median market rates. During the year the Committee has also
received advice from New Bridge Street Consultants on the structure of new share scheme and bonus arrangements. The Committee expects to
implement changes as a result of this work during the current financial year.
Remuneration policy
The key objective of the Group’s policy on executive directors’ remuneration is that the overall package should be sufficiently competitive to attract,
retain and motivate high quality executives to achieve the Group’s business objectives and reward them for enhancing shareholder value.
The package consists of basic salary, benefits, share options, performance related bonuses and pension contributions. In line with the Group’s growth
strategy, a significant proportion of the package is based on performance and dependent upon the achievement of growth in adjusted diluted earnings
per share.
The Group has a range of share incentive plans in place to provide the necessary mechanisms for employees and executive directors to participate in
the long term success of the Group.
The Committee believes that the schemes align the interests of key staff with those of shareholders.
Non-executive directors
The fees for non-executive directors are determined by the Board and are reviewed periodically. They do not participate in any bonus scheme, share
option scheme, pension scheme or receive any other benefits.
Executive directors
A summary of each element of the executive directors’ remuneration is set out below.
Basic salaries and benefits 
Basic salaries and benefits are determined by reference to market levels for similar jobs in comparable companies based on independent surveys.
Salaries are reviewed annually at the start of each financial year and when an individual changes position or responsibility.
Benefits (normally a car allowance, pension, permanent health cover, private medical insurance and a death in service benefit of four times salary) are
set at a comparable level with those granted to executives at a similar level in like companies.
Performance related bonuses
Bonus entitlement is a contractual calculation set out in each director’s service agreement and is based on the growth in the Group’s adjusted diluted
earnings per share but, in all cases, subject to the overriding discretion of the Remuneration Committee. The terms are reviewed and determined
annually. The threshold earnings per share target is adjusted each year to the audited figure disclosed in note 10. Bonus payments are made if the
threshold target is exceeded, subject to a fixed maximum of 75 per cent of individual’s basic salary. Bonus payments do not form part of salary for
pension purposes.
In addition to any contractual bonus entitlement, the Committee has the discretion to make ad hoc bonus payments, on such terms and subject to
such performance or other targets as it sees fit. Typically, an ad hoc bonus payment could be made to reflect exceptional performance.
The Committee is currently reviewing the bonus arrangements for divisional directors and other key employees.
Any bonus payments are detailed in the remuneration report on page 35. In respect of the year under review no contractual bonus payments were
made to directors due to the reduction in adjusted diluted earnings per share. The Committee agreed to pay an ad hoc bonus to Peter Martin to
reflect the successful winning and implementation by Mercury Health of its independent treatment centre contract.
32 Tribal Group plc   Report and Accounts 2005
Remuneration report
  Executive directors’ service contracts
It is Group policy to fix notice periods for executive directors for a period of no more than 12 months. The Committee believes that the entitlement
of directors to the security of 12 months notice of termination of employment is in line with practice in many comparable companies.
Copies of each director’s service agreement will be available for inspection at the Annual General Meeting.
The Committee aims always to deal fairly with cases of termination, whilst attempting to limit compensation. The service agreements currently do
not make allowance for specific amounts of compensation in the event of early termination of contracts in order to enable the Committee to respond
appropriately to particular circumstances. The Committee will continue to review the appropriateness of this practice.
Details of service agreements and notice periods are as follows:
Expiry/ Notice period Notice period
Effective date retirement for company for directors
Name of director of contract date (months) (months)
H J Pitman 08.02.2001 Ongoing 12 12
S M Lawton 08.02.2001 Ongoing 12 12
P J Martin 25.06.2001 Ongoing 12 12
Non-executive directors’ contracts
Non-executive directors have a three-month notice period and no compensation or other benefits are payable. Details of their agreements and notice
periods are as follows:
Expiry/ Notice period Notice period
Effective date retirement for company for directors
Name of director of contract date (months) (months)
S M Forbes 25.05.2004 2007 AGM 3 3
P S S Macpherson 10.03.2004 2007 AGM 3 3
T E P Stevenson 25.05.2004 2007 AGM 3 3
D G F Thompson 22.03.2004 2007 AGM 3 3
Current share incentive schemes
The Group currently operates five share incentive schemes: two employee share option schemes (‘option schemes’), a long term incentive plan (‘LTIP’),
an Executive Equity Participation Plan (‘EEPP’) and a savings related share option scheme (‘SAYE’). The executive schemes were established to provide
a continuing incentive for executive directors and selected key employees.
a) Employee share option schemes
There are two share option schemes: the Tribal Group plc Employee Share Option Scheme (‘the PLC scheme’) and the Tribal Holdings Limited
Employee Share Option Scheme (‘the Limited scheme’). The Limited scheme was used to grant options prior to admission on AIM. Options can no
longer be granted under the Limited scheme.
At the discretion of the Committee, grants are normally made under the option schemes on an annual basis. Such grants are subject to scheme
limits, and in particular there is a cap of £30,000 on the market value of tax approved options. Both the option schemes contain an Inland
Revenue approved and unapproved part.
The exercise of options granted under the option schemes is conditional on the annual growth in adjusted diluted earnings per share exceeding
the rise in the retail prices index (RPI) +8 per cent compound over the two-year period from grant. Options commence vesting after the
publication of results (interim and finals) at an equal amount (1/24th) over a further two-year period. Options are exercisable in one tranche
between four and ten years from the later of the date of grant and the results announcement date.
b) LTIP
The plan was designed to provide an incentive for selected executive directors and senior key employees.
Two changes to the plan were effected in 2003 following approval at that year’s Annual General Meeting. The total length of the award period
was reduced from five years to four years, and participants are able to acquire free loyalty shares.
Awards from 19 September 2003 under the LTIP will be comprised of two elements:
i) a nil cost option over ordinary shares, referred to as ‘performance shares’, which participants will be able to acquire on a fully vested basis at
the end of a three-year performance period, subject to satisfying the performance targets.
Tribal Group plc   Report and Accounts 2005   33 Remuneration report (continued)
The performance target is linked to the growth in adjusted diluted earnings per share exceeding the annual growth in the RPI over the three-
year period from grant. For awards granted to date, vesting will be on a straight line basis with zero per cent if the annual adjusted diluted
earnings per share growth is less than RPI +10 per cent compound, up to 100 per cent if the annual adjusted diluted earnings per share
growth is equal to RPI +20 per cent compound or more; and
ii) a nil cost option over additional ordinary shares, referred to as ‘loyalty shares’, which participants will be able to acquire at the end of a
holding period of one year, subject to remaining in employment.
The number of loyalty shares that can be awarded to any participant will be 25 per cent of the number of performance shares which vest in
favour of each participant at the end of the performance period.
The Committee is currently reviewing the suitability of previously used performance targets for future LTIP awards, and is considering making
new LTIP awards.
c) Executive Equity Participation Plan
The Group adopted the EEPP at the 2003 Annual General Meeting. Following extensive consultation with our major institutional shareholders and
PIRC, the Committee incorporated an underpin Total Shareholder Return (‘TSR’) threshold as part of the performance targets.
Senior executives are invited by the Committee to contribute investment shares into the EEPP which are held in the Company’s existing Employee
Share Ownership Trust (‘ESOT’). A participant may contribute up to a maximum of 300 per cent of basic salary over a three-year period, subject
to an annual limit of 200 per cent of basic salary in any one year.
The Committee matches the participant’s investment shares by awarding nil cost options over matching shares. The maximum number of
matching shares that can be awarded by the Committee is limited to six times the number of investment shares contributed by a participant.
Awards of matching shares to participants are subject to two performance targets:
i) a TSR hurdle test – the Company’s TSR performance over a three-year period must exceed the median TSR position of other companies in the
FTSE Support Services sector. TSR is defined as the return shareholders would receive if they hold a notional number of shares, and receive
dividends on those shares over the three year performance period. It measures growth in the Company’s share price together with the value
of any dividends paid, assuming the dividends are re-invested into the Company’s shares; and
ii) the level of growth in the adjusted headline diluted earnings per share plus RPI over the three-year period. 0.75 of a matching share for every
investment share occurs when the annual growth in adjusted earnings per share exceeds 7.5 per cent compound + RPI over three years. The
maximum award of six matching shares occurs when the growth in adjusted earnings per share exceeds 30 per cent compound + RPI over the
three year period.
No matching shares are awarded unless the TSR hurdle test has been met.
All participants in the EEPP intend to withdraw their investment shares from the ESOT. If this happens there will be no shares that are subject to
the EEPP. As part of a wider review of remuneration and incentivisation arrangements the Committee is reviewing the future role of the EEPP and
is considering granting new LTIP awards to each participant within the next six months.
d) SAYE and SIP
The Group’s SAYE scheme is open to all employees and full time directors who have been in continuous service for such minimum period as
determined by the Committee. Eligible employees may save up to £250 per month under a three year SAYE contract and then apply the savings
to buy new shares in the Company.
The option price for previous grants has been set at 20 per cent below the market value at the date of grant. However there was no discounted
option price for the SAYE contracts entered into in January 2005, and participation had to be scaled back because of pressures on available shares
for use by the scheme. In the light of these pressures the Committee has decided that there may be limited future SAYE contracts. During the
year the Committee has reviewed the position as regards all employee share schemes and the Company wishes to establish a new all-employee
Share Incentive Plan (‘SIP’). A resolution to establish a SIP will be put to the 2005 Annual General Meeting.
34 Tribal Group plc   Report and Accounts 2005
  Tribal Group plc   Report and Accounts 2005   35
Performance graph
The following graph compares the value of an investment of £100 in Tribal shares with an investment in the FTSE All Share Index and the FTSE
Support Services Index over three years since the Group’s flotation on 23 February 2001.
The Committee believes that this comparison provides a clear picture of how well the Company has performed relative to both a wide range of
companies in the UK and also a specific group of companies in the same sector.
A £100 investment in Tribal shares on 23 February 2001 would be worth £60, compared to £97 for an investment in the FTSE All Share Index or £69
for an investment in the FTSE Support Services Index as at 31 March 2005.
Information subject to audit
Directors’ remuneration
The remuneration of individual directors was as follows:
Salary Performance Pension 2005 2004
or fees related bonus Benefits costs Total Total
£’000 £’000 £’000 £’000 £’000 £’000
Chairman
P S S Macpherson 100 – – – 100 8
D M Telling (resigned 26 September 2003) – – – – – 7
Executive directors
H J Pitman 270 – 11 32 313 277
S M Lawton 175 – 10 21 206 242
P J Martin 175 100 10 21 306 242
Non-Executive directors
A D J B Collins (resigned 24 March 2005) 20 – – – 20 15
S M Forbes 21 – – – 21 –
M W R Hunt (resigned 14 September 2004) 6 – – – 6 12
W Roots (resigned 19 September 2003) – – – – – 6
T E P Stevenson 30 – – – 30 –
D G F Thompson 35 – – – 35 –
Aggregate emoluments 832 100 31 74 1,037 809
In September 2004 the Board agreed that Peter Martin could accept an appointment as a non-executive director of WIN plc and that he should be
allowed to retain the director’s fees paid to him by WIN plc, which during the year under review were £11,667.
160
150
140
130
120
110
100
90
80
70
60
50
40
Feb-01
May-01
Aug-01
Nov-01
Feb-02
May-02
Aug-02
Nov-02
Feb-03
May-03
Aug-03
Nov-03
Feb-04
May-04
Aug-04
Nov-04
Feb-05
Tribal                          FTSE All Share                          FTSE Support Services Remuneration report (continued)
The interests of directors in share options were as follows:
Exercise Date from
At 31 March At 31 March price which Expiry
2004 Granted Exercised 2005 £ exercisable date
H J Pitman
EEPP 447,510 – – 447,510 £nil 30.06.2006 18.11.2013
SAYE scheme 4,567* – – 4,567 £2.08 01.12.2004 01.06.2005
SAYE scheme – 3,289 – 3,289 £1.44 01.02.2008 01.08.2008
S M Lawton
Limited scheme 18,744 – – 18,744 £1.33 30.06.2003 23.01.2011
PLC scheme 45,444 – – 45,444 £1.65 30.06.2003 07.02.2011
LTIP 90,909 – – 90,909 £nil 07.02.2006 07.08.2006
EEPP 372,924 – – 372,924 £nil 30.06.2006 18.11.2013
SAYE scheme 3,653* – – 3,653 £2.08 01.12.2004 01.06.2005
SAYE scheme 945 – – 945 £2.00 01.02.2006 01.08.2006
P J Martin
PLC scheme 40,000 – – 40,000 £2.83 30.06.2003 26.06.2011
LTIP 60,000 – – 60,000 £nil 26.06.2006 26.12.2006
EEPP 372,924 – – 372,924 £nil 30.06.2006 18.11.2013
SAYE scheme 4,567* – – 4,567 £2.08 01.12.2004 01.06.2005
There have been no variations to the terms and conditions or performance criteria for share options during the financial year. The LTIP awards relate
to a five-year period and do not qualify for any loyalty shares as the awards were granted prior to the changes passed at the Annual General Meeting
on 19 September 2003.
Options granted under the SAYE schemes are not subject to performance criteria. All SAYE options marked with an asterisk (*) above lapsed on 
1 June 2005.
The performance criteria, as detailed on page 33, have been met for the Limited Scheme and the PLC scheme as far as these awards relate to Simon
Lawton and Peter Martin. These options vest at a rate of 1/24th per month from July 2003.
The performance period for the LTIP shares is the three years ended 31 March 2004 and the performance criteria for these options have also been
met. The market value of Tribal Group plc shares at the date of grant was £1.65 and £2.80 for the LTIP awards granted to Simon Lawton and Peter
Martin respectively.
Options granted under the EEPP scheme are subject to the performance criteria set out on page 34. The market value of Tribal Group plc shares at the
date of grant was £3.62 for the EEPP awards granted to each executive director. Since the year end all three executive directors have stated their
intention to withdraw their investment shares from the ESOT and when this happens all the EEPP options will lapse.
The market value of the Company’s shares at the year end was £1.41. The highest market value during the year was £2.31 and the lowest market
value £1.175.
Directors’ interest in shares of Tribal Group plc 
The directors who held office at the end of the financial year had the following interests in the shares of the Company according to the register of
directors’ interests:
Interest Interest at
at end of start of
year year
H J Pitman 11,691,871* 11,691,871*
S M Lawton 570,000 570,000
P J Martin 345,164 345,164
* Of these, 1,200,000 ordinary shares are held by his wife and 811,760 ordinary shares by the trustees of the Henry Pitman 2001 Accumulation and
Maintenance Trust.
36 Tribal Group plc   Report and Accounts 2005
  As at the end of the year the following directors had an interest in the ‘C’ ordinary shares of Tribal Technology Limited, a 76.61% owned subsidiary
undertaking: S M Lawton 7,488 shares (2004: 7,488 shares) and P J Martin 7,488 shares (2004: 7,488 shares). During the year both directors received
a dividend of £801.
Since the year end the Company has agreed to acquire all of the shares of Tribal Technology Limited not already owned by it, including the ‘C’ shares
held by S M Lawton and P J Martin. Details of this transaction are set out in note 32. The sale of the ‘C’ shares by S M Lawton and P J Martin is
conditional upon shareholder approval at the 2005 Annual General Meeting, and resolutions to this effect are included in the notice of the meeting.
Directors’ retirement benefits
All of the executive directors’ pension arrangements are of the defined contribution type. No pension arrangements are provided for non-executive
directors.
During the year the Company made employer contributions of 12 per cent of basic salary into the Company’s defined contribution scheme or
equivalent personal pension plan.
Approval
This report was approved by the Board of directors on 21 June 2005 and signed on its behalf by:
Timothy E P Stevenson OBE
Chairman, Remuneration Committee
Statement of directors’ responsibilities
United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the
state of affairs of the Company and Group as at the end of the financial year and of the profit or loss of the Group for that period. In preparing those
financial statements, the directors are required to:
l select suitable accounting policies and then apply them consistently;
l make judgements and estimates that are reasonable and prudent; and
l state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the 
financial statements.
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the
Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible
for the system of internal control, for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention
and detection of fraud and 
other irregularities.
Tribal Group plc   Report and Accounts 2005   37 We have audited the financial statements of Tribal Group plc for the year ended 31 March 2005 which comprise the consolidated profit and loss
account, the balance sheets, the consolidated cash flow statement, consolidated statement of total recognised gains and losses and the related notes
1 to 33, together with the reconciliation of net cash flow to movement in net debt and the reconciliation of movements in shareholders’ funds. These
financial statements have been prepared under the accounting policies set out therein. We have also audited the information in the part of the
directors’ remuneration report that is described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has
been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no
other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the
Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors’ responsibilities, the Company’s directors are responsible for the preparation of the financial statements in
accordance with applicable United Kingdom law and accounting standards. They are also responsible for the preparation of the other information
contained in the annual report including the directors’ remuneration report. Our responsibility is to audit the financial statements and the part of the
directors’ remuneration report described as having been audited in accordance with relevant United Kingdom legal and regulatory requirements and
auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of
the directors’ remuneration report described as having been audited have been properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the directors’ report is not consistent with the financial statements, if the Company has not kept proper
accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding
directors’ remuneration and transactions with the Company and other members of the Group is not disclosed.
We review whether the corporate governance statement reflects the Company’s compliance with the nine provisions of the July 2003 FRC 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 form an opinion on the effectiveness of the Group’s corporate
governance procedures or its risk and control procedures.
We read the directors’ report and the other information contained in the annual report for the above year as described in the contents section
including the unaudited part of the directors’ remuneration report and consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the directors’ remuneration report
described as having been audited. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation
of the financial statements and of whether the accounting policies are appropriate to the circumstances of the Company and the Group, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements and the part of the directors’ remuneration report described as having
been audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated
the overall adequacy of the presentation of information in the financial statements and the part of the directors’ remuneration report described as
having been audited.
Opinion
In our opinion:
l the financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 March 2005 and of the loss of
the Group for the year then ended; and
l the financial statements and part of the directors’ remuneration report described as having been audited have been properly prepared in
accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
Bristol
21 June 2005 
Independent auditors’ report to the members of
Tribal Group plc
38 Tribal Group plc   Report and Accounts 2005
  Consolidated profit and loss account
for the year ended 31 March 2005
Before Before
goodwill, Goodwill, goodwill, Goodwill,
EBT and EBT and EBT and EBT and
exceptional exceptional 2005 exceptional exceptional 2004
items items Total items items Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Turnover (gross earnings) 2
Continuing operations 221,035 – 221,035 185,744 – 185,744
Acquisitions 8,435 8,435 –––
229,470 – 229,470 185,744 – 185,744
Direct agency costs (49,613) – (49,613) (33,523) – (33,523)
Gross revenue 2 179,857 – 179,857 152,221 – 152,221
Cost of sales (102,772) – (102,772) (81,134) – (81,134)
Gross profit 77,085 – 77,085 71,087 – 71,087
Net administrative expenses (54,707) – (54,707) (47,934) – (47,934)
Goodwill amortisation and impairment – (16,636) (16,636) – (10,690) (10,690)
Employee benefit trust credit/(costs) – 244 244 – (1,025) (1,025)
Exceptional items 6 – (1,747) (1,747) – (3,040) (3,040)
Total administrative expenses (54,707) (18,139) (72,846) (47,934) (14,755) (62,689)
22,378 (18,139) 4,239 23,153 (14,755) 8,398
Operating profit 2
Continuing operations 20,044 (17,694) 2,350 23,153 (14,755) 8,398
Acquisitions 2,334 (445) 1,889 –––
22,378 (18,139) 4,239 23,153 (14,755) 8,398
Net interest payable 7 (4,451) – (4,451) (3,076) – (3,076)
Profit/(loss) on ordinary activities
before taxation 3 17,927 (18,139) (212) 20,077 (14,755) 5,322
Taxation 8 (5,367) – (5,367) (6,176) – (6,176)
Profit/(loss) on ordinary activities after 
taxation 12,560 (18,139) (5,579) 13,901 (14,755) (854)
Minority interest (equity) (303) – (303) (108) – (108)
Profit/(loss) for the financial year 12,257 (18,139) (5,882) 13,793 (14,755) (962)
Dividends (equity) 9 (2,280) – (2,280) (2,090) – (2,090)
Retained profit/(loss) for the year 9,977 (18,139) (8,162) 11,703 (14,755) (3,052)
Earnings/(loss) per share
Basic 10 17.2p (25.4)p (8.2)p 22.0p (23.5)p (1.5)p
Diluted 10 15.6p (23.8)p (8.2)p 20.5p (22.0)p (1.5)p
Notes 1 to 33 form part of these financial statements.
Tribal Group plc   Report and Accounts 2005   39 Consolidated balance sheet
at 31 March 2005
2005 2005 2004 2004
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible assets 
– goodwill 11 197,188 200,798
– development expenditure 12 740 557
Tangible assets 13 13,047 6,356
Investments 14 151 190
211,126 207,901
Current assets
Stocks 15 9,102 2,058
Debtors 16 56,959 45,245
Cash at bank and in hand 27 28,335 41,740
94,396 89,043
Creditors: amounts falling due within one year 17 (75,734) (67,784)
Net current assets 18,662 21,259
Total assets less current liabilities 229,788 229,160
Creditors: amounts falling due after more than one year 18 (78,489) (72,015)
Net assets 151,299 157,145
Capital and reserves
Called up share capital 21 3,748 3,448
Share premium account 22 86,928 79,548
Revaluation reserve 22 91 –
Capital reserve 22 9,545 9,545
Merger reserve 22 36,615 33,444
Shares to be issued 23 17,934 27,172
Profit and loss account 22 (5,456) 2,861
Equity shareholders’ funds 149,405 156,018
Equity minority interests 22 1,894 1,127
Total capital employed 151,299 157,145
Notes 1 to 33 form part of these financial statements.
These financial statements were approved by the Board of directors on 21 June 2005 and were signed on its behalf by:
Henry J Pitman Simon M Lawton
Director Director
40 Tribal Group plc   Report and Accounts 2005 Company balance sheet
at 31 March 2005
2005 2005 2004 2004
Note £’000 £’000 £’000 £’000
Fixed assets
Investments 14 175,624 180,399
Current assets
Debtors: amounts falling due within one year 1,892 22,737
Debtors: amounts due after more than one year 80,669 25,501
Total debtors 16 82,561 48,238
Cash at bank and in hand 1,525 5,497
84,086 53,735
Creditors: amounts falling due within one year 17 (23,726) (8,191)
Net current assets 60,360 45,544
Total assets less current liabilities 235,984 225,943
Creditors: amounts falling due after more than one year 18 (77,929) (72,013)
Net assets 158,055 153,930
Capital and reserves
Called up share capital 21 3,748 3,448
Share premium account 22 86,928 79,548
Merger reserve 22 36,615 33,444
Shares to be issued 23 16,517 25,088
Profit and loss account 22 14,247 12,402
Equity shareholders’ funds 158,055 153,930
Notes 1 to 33 form part of these financial statements.
These financial statements were approved by the Board of directors on 21 June 2005 and were signed on its behalf by:
Henry J Pitman Simon M Lawton 
Director Director
Tribal Group plc   Report and Accounts 2005   41 Consolidated cash flow statement
for the year ended 31 March 2005
2005 2005 2004 2004
Note £’000 £’000 £’000 £’000
Cash inflow from operating activities 26 12,240 31,293
Returns on investments and servicing of finance
Interest paid (5,547) (4,957)
Interest element of finance lease rental payments (8) (14)
Interest received 914 1,347
Net cash outflow from returns on investments and servicing of finance (4,641) (3,624)
T axation
Corporation tax paid (4,655) (7,772)
Capital expenditure and financial investment 13
Payments to acquire tangible fixed assets (5,315) (3,399)
Payments in respect of items in the course of construction (2,652) –
Development costs capitalised (640) (502)
Payments to acquire investments (35) (10)
Sales of investments 170 865
Sale of tangible fixed assets 2,265 718
Net cash outflow from capital expenditure and financial investment (6,207) (2,328)
Acquisitions
Purchase of subsidiary undertakings 20 (12,988) (55,813)
Net cash acquired with subsidiary undertakings 20 5,067 7,350
Net cash outflow from acquisitions (7,921) (48,463)
Equity dividend paid (2,135) (688)
Cash outflow before financing (13,319) (31,582)
Financing
Issue of ordinary share capital less issue costs 106 20,123
Repayment of borrowings (6,231) (11,617)
New secured loans less issue costs 6,095 35,243
Capital element of finance lease rental payments (56) (98)
Net cash (outflow)/inflow from financing (86) 43,651
(Decrease)/increase in cash in the year 27 (13,405) 12,069
2005 2004
Note £’000 £’000
Reconciliation of net cash flow to movement in net debt
(Decrease)/increase in cash in the year 27 (13,405) 12,069
Cash outflow from movement in debt (1,680) (27,615)
Change in net debt resulting from cash flows 27 (15,085) (15,546)
Finance leases acquired with subsidiaries (31) (1)
Debt acquired with subsidiaries – (267)
New finance leases (18) –
Movement in net debt in the year (15,134) (15,814)
Net debt at the start of the year (37,897) (22,083)
Net debt at the end of the year 27 (53,031) (37,897)
Notes 1 to 33 form part of these financial statements.
42 Tribal Group plc   Report and Accounts 2005
  Consolidated statement of total recognised gains
and losses
for the year ended 31 March 2005
2005 2004
£’000 £’000
Loss for the financial year (5,882) (962)
Unrealised surplus on revaluation of investment properties 91 –
Realised deficit on exercise of share options (155) –
Total recognised gains and losses relating to the year (5,946) (962)
Reconciliation of movements in shareholders’ funds
for the year ended 31 March 2005
Group Group Company Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
(Loss)/profit for the financial year (5,882) (962) 4,125 4,315
Dividends (2,280) (2,090) (2,280) (2,090)
New share capital subscribed (net of issue costs) 7,680 36,995 7,680 36,995
Increase in revaluation reserve 91 – – –
Movement in merger reserve 3,171 17,605 3,171 17,605
Movement in shares to be issued (8,571) (10,355) (8,571) (6,908)
Share related awards (244) 912 – –
Share related awards acquired – 248 – –
Share option exercises (578) – – –
Net (reduction)/addition to shareholders’ funds (6,613) 42,353 4,125 49,917
Opening shareholders’ funds 156,018 113,665 153,930 104,013
Closing shareholders’ funds 149,405 156,018 158,055 153,930
Notes 1 to 33 form part of these financial statements.
Tribal Group plc   Report and Accounts 2005   43 Notes to the financial statements
1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group’s
financial statements.
Basis of preparation
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain fixed assets, and in
accordance with applicable United Kingdom accounting standards.
The Group continues to apply FRS 18 ‘Accounting Policies’ which is concerned with the selection, application, disclosure and regular review of
accounting policies in the accounts.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its subsidiary undertakings.
In the Company’s balance sheet, the investment in Tribal Holdings Limited is stated at the nominal value of the shares issued in consideration for that
company. As required by sections 131 and 133 of the Companies Act 1985, no premium has been recorded on the shares issued as consideration.
Under section 230(4) of the Companies Act 1985 the Company is exempt from the requirement to present its own profit and loss account. The profit
for the Company amounted to £4,125,000 (2004: £4,315,000).
T urnover
Turnover represents the amounts (excluding value added tax) derived from the provision of goods and services to third party customers and includes
the gross amounts billed in respect of commission based income. The particular policies applied are:
l Consultancy – on performance of the contracted services;
l Courses and training – over the provision of the related services;
l Product sales – on delivery of the related goods; and
l Commission based income – on provision of the service to which the commission relates.
Direct agency costs comprise media payments and production costs in respect of commission based income. Gross revenue comprises commission
and fees earned in respect of turnover.
Cost of sales includes the direct expenditure incurred in providing the goods and services described above, including the cost of associates and the
salary costs of employed fee earners. Administrative expenses include the salary cost of non-fee earners. The comparative results for cost of sales and
administrative expenses have been shown on a consistent basis and this has resulted in a net reclassification of £16.5m (2004: £15.3m) from
administrative expenses to cost of sales. There is no impact on operating profit or net assets in either period.
Acquisitions and disposals
On acquisition of a business, including an interest in an associated undertaking, fair values are attributed to the Group’s share of net separable assets
under the acquisition method in FRS 6 ‘Acquisitions and Mergers’. Where the cost of acquisition exceeds the fair values attributable to such net assets,
the difference is treated as purchased goodwill and capitalised in the balance sheet in the year of acquisition.
The profit or loss on the disposal or closure of a previously acquired business includes the attributable amount of any purchased goodwill relating to
that business not previously charged through the profit and loss account.
The results and cash flow relating to a business are included in the consolidated profit and loss account and the consolidated cash flow statement
from the date of acquisition or up to the date of disposal.
Intangible assets – goodwill
Goodwill arising on the acquisition of a business represents the excess of the fair value of the consideration given over the fair values of the separable
net assets acquired. In accordance with FRS 10 ‘Goodwill and Intangible Assets’ goodwill is included within intangible fixed assets and is amortised on
a straight line basis over its estimated useful economic life of 20 years, subject to any provision required for impairment.
A formal review of the carrying value of goodwill is carried out at the end of the first full financial year following the related acquisition, and at any
point where events or changes in circumstances indicate that the carrying value may not be recoverable.
Where the amount of purchase consideration is contingent on one or more future events, the cost of acquisition includes a reasonable estimate of
the fair value of amounts expected to be payable in the future. The cost of acquisition is adjusted when revised deferred consideration estimates are
made, with consequential adjustments continuing to be made to goodwill until the ultimate deferred consideration is known, in accordance with 
FRS 7 ‘Fair Values in Acquisition Accounting’.
Where the value of goodwill is revised under FRS 7, the revised carrying value is amortised over the remaining useful economic life.
44 Tribal Group plc   Report and Accounts 2005
  Tribal Group plc   Report and Accounts 2005   45
1. Accounting policies (continued)
In the event of a disposal or closure of the businesses, the remaining unamortised goodwill is written off through the profit and loss account.
Intangible assets – research and development expenditure
Research expenditure is written off in the year in which it is incurred. Development expenditure represents expenditure mainly of a revenue nature in
establishing new products of the Group. Such expenditure is amortised over a period of two years once the products are revenue producing, subject to
earlier amortisation if profitable commercial exploitation cannot be foreseen.
The directors review the capitalised development expenditure on an ongoing basis and, where appropriate, provide for any impairment in value.
Tangible fixed assets 
Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible
fixed assets, other than investment properties at rates calculated to write off the cost or valuation, less estimated residual value, of each asset by
equal instalments over their estimated useful economic lives as follows:
Freehold land and buildings – 2 per cent
Short term leases – life of the lease
Fixtures, fittings and other equipment – 15-33 per cent
Assets in the course of construction relate to Mercury Health sites and are not depreciated until brought into use by the business.
Leases
Assets acquired under finance leases are capitalised and the outstanding future lease obligations are shown in creditors. The finance charges are
allocated over the period of the lease in proportion to the capital amount outstanding and are charged to the profit and loss account. They are
depreciated over the shorter of the lease term and their useful economic lives.
Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease.
Finance costs
Finance costs which are directly attributable to the construction of tangible fixed assets and long term contract costs are capitalised as part of the
cost of those assets. The commencement of capitalisation begins when both finance costs and expenditures for the asset are being incurred and
activities that are necessary to get the assets ready for use are in progress. Capitalisation ceases when substantially all the activities that are
necessary to get the asset ready for use are complete.
Investment properties
Investment properties are revalued every five years. Surpluses or deficits on individual properties are transferred to the investment revaluation reserve,
except that a deficit which is expected to be permanent and which is in excess of any previously recognised surplus over cost relating to the same
property, or the reversal of such a deficit, is charged (or credited) to the profit and loss account. Depreciation is not provided in respect of freehold
investment properties. The directors consider that this accounting policy, which represents a departure from the statutory accounting rules, is
necessary to provide a true and fair view as required under SSAP 19 ‘Accounting for Investment Properties’. The financial effect of the departure from
statutory accounting rules is not material.
Investments
Investments held as fixed assets are shown at cost less provision for any impairment.
Stocks
Stocks and work in progress, other than long-term contracts, are stated at the lower of cost and net realisable value. Cost comprises materials, direct
labour and a share of production overheads appropriate to the relevant stage of production. Net realisable value is based on estimated selling price
less all further costs to completion and all relevant marketing, selling and distribution costs.
Long term contracts
Long term contracts balances represent costs incurred on specific contracts, net of amounts transferred to cost of sales in respect of work recorded as
turnover, less foreseeable losses and payments on account not matched with turnover. Contract work in progress is recognised as turnover by
reference to the cost of work carried out to date
Profits are recognised on long-term contracts where the final outcome can be assessed with reasonable certainty. In calculating this, the percentage of
completion method is used to calculate the profit based upon the proportion of costs incurred to the total estimated costs. Cost includes direct staff,
outlays and an appropriate proportion of overheads. Full provision is made for all known losses immediately such losses are forecast on each contract.
Amounts recoverable on contracts are included within debtors and are valued at the proportion of the anticipated net sales value of the work done to
date, including uncertified amounts where the directors have satisfied themselves that entitlement has been established less billed on account.
Advance payments are included in creditors to the extent that they exceed the related work in progress.
  Notes to the financial statements (continued)
46 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
1. Accounting policies (continued)
Directly attributable pre-contract costs incurred after the point when there is a virtual certainty that the contract will be awarded are capitalised
within other debtors and amortised over the contract period. All other pre-contract costs are expensed as incurred.
Pension costs
The Group operates various defined contribution pension schemes that are established in accordance with employment terms set by the subsidiary
undertakings. The assets of these schemes are held separately from those of the Group in independently administered funds. The amount charged
against profits represents the contributions payable to the scheme in respect of the accounting period.
A small number of employees participate in various defined benefit schemes. The expected costs of providing retirement pensions under these 
plans are charged against profits over the period benefiting from the employees’ service in accordance with the recommendations of independent 
qualified actuaries.
Employee share schemes
The cost of awards to employees that take the form of shares or rights to shares are recognised over the period of the employee’s related
performance. Where there are no performance criteria, the cost is recognised when the employee becomes unconditionally entitled to the shares. No
cost is recognised in respect of SAYE schemes that are offered on similar terms to all or substantially all employees.
There is no liability in relation to national insurance on share options at the year end as the Company has obtained tax indemnities from employees
in relation to employers’ national insurance.
Taxation
Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or substantially enacted by
the balance sheet date.
In accordance with FRS 19 ‘Deferred Tax’, deferred taxation is provided in full on timing differences which represent an asset or liability at the balance
sheet date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of
income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax
is not provided on timing differences arising on unremitted earnings of subsidiaries, associates and joint ventures where there is no commitment to
remit these earnings. Deferred tax assets and liabilities are not discounted.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as
more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Capital instruments
Capital instruments are accounted for and classified as equity or non-equity share capital, equity or non-equity minority interests and debt according
to their form. Convertible debt is separately disclosed and regarded as debt unless conversion actually occurs. Provision is made for the accrued
premium payable on redemption of redeemable debt or non-equity interests.
Cash and liquid resources
Cash, for the purpose of the cash flow statement, comprises cash in hand, collateralised cash and deposits repayable on demand, less overdrafts
payable on demand.
Derivative financial instruments
Derivative financial instruments are used to reduce exposure to interest rate movements. The Group does not hold or issue derivative financial
instruments for speculative purposes.
For an interest rate swap to be treated as a hedge the instrument must be related to actual assets or liabilities or a probable commitment and must
change the nature of the interest rate by converting a fixed rate to a variable rate or vice versa. Interest differentials under these swaps are recognised
by adjusting net interest payable over the periods of the contracts.
  2. Segmental analysis
The Group operates through seven divisions, Tribal Communications, Tribal Consulting, Tribal Education, Tribal Property, Tribal Resourcing, Tribal
Technology and Mercury Health.
The turnover and profit before tax of the Group for the year has been derived from its principal activities, wholly undertaken in the United Kingdom.
Operating profit before
goodwill, EBT and
Turnover Gross Revenue exceptional items Net Assets
2005 2004 2005 2004 2005 2004 2005 2004
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Communications 9,958 6,921 9,958 6,921 2,382 1,741 16,409 18,484
Consulting 55,238 42,130 55,238 42,130 6,669 7,121 74,941 73,908
Education 36,317 35,884 36,317 35,884 5,784 6,634 31,258 31,929
Property 21,331 18,443 21,331 18,443 2,658 2,819 24,910 24,130
Resourcing 74,297 54,432 24,684 20,909 5,252 5,406 21,757 22,202
Technology 34,391 30,457 34,391 30,457 5,145 4,308 31,012 26,070
Mercury Health 349 7 349 7 (343) – 6,483 (1,257)
Central and bid costs – – – – (5,169) (4,876) (55,471) (38,321)
Inter segment sales (2,411) (2,530) (2,411) (2,530) – – – –
229,470 185,744 179,857 152,221 22,378 23,153 151,299 157,145
Items below operating profit before goodwill amortisation, EBT and exceptional items are not analysed by segment.
3. Profit/(loss) on ordinary activities before taxation
2005 2004
£’000 £’000
Profit/(loss) on ordinary activities before taxation is stated after charging/(crediting):
Auditors’ remuneration:
Group – audit 343 331
– other services 447 355
Company – audit (included above) 62 55
Depreciation and other amounts written off tangible fixed assets:
Owned 2,699 2,110
Leased 16 24
Goodwill amortisation and impairment 16,636 10,690
Amortisation of shares held by employee benefit trusts – 113
(Credit)/contribution to employee share awards (244) 912
Operating lease rentals:
Land and buildings 1,325 1,813
Other 803 647
Research and development expenditure:
Amortisation charge 457 255
Expensed in year 891 905
Included within other services payable to the auditors are amounts relating to the preparation of other statutory reports of £6,000 (2004: £44,000)
and other fees of £327,000 (2004: £219,000). Also included are tax compliance fees of £114,000 (2004: £92,000). In addition, fees as reporting
accountants of £36,000 (2004: £407,000) paid to the auditors have been capitalised as part of the cost of acquisitions in accordance with FRS 7.
The total figures for continuing operations as stated in the consolidated profit and loss account for the year ended 31 March 2005 include the
following amounts in relation to subsidiaries acquired in the period: direct agency costs £nil, cost of sales £3,390,000, gross profit £5,045,000 and
administrative expenses £3,156,000.
Tribal Group plc   Report and Accounts 2005   47 Notes to the financial statements (continued)
4. Remuneration of directors
2005 2004
£’000 £’000
Directors’ emoluments 1,037 809
Included within directors’ emoluments are pension costs of £74,000 (2004: £58,000) in respect of payments made to three (2004: three) directors’
individual defined contribution pension schemes.
Disclosures on directors’ remuneration, share options, long-term incentive schemes, and pension contributions required by the Companies Act 1985
and those specified for audit by the Financial Services Authority are contained in the ‘Directors’ remuneration’ section within the audited part of the
Remuneration Report and form part of these audited financial statements.
5. Staff numbers and costs
The average number of persons employed by the Group (including executive directors) during the year was as follows:
2005 2004
No. No.
Selling, operations and marketing 1,491 1,330
Finance and administration 358 260
1,849 1,590
The aggregate payroll costs of these persons were as follows:
2005 2004
£’000 £’000
Wages and salaries 65,605 51,389
Social security costs 6,985 5,818
Pension costs 3,299 2,087
75,889 59,294
6. Exceptional items
The exceptional items of £1,747,000 (2004: £3,040,000) are in relation to further bid and implementation costs incurred on the NHS Independent
Sector Treatment Centre contract. In September 2004 the Board received sufficient assurance to believe the contract would reach financial close
(which occurred on 10 December 2004) and has capitalised subsequent bid costs post September 2004 in accordance with UITF 34.
7. Net interest payable 
2005 2004
£’000 £’000
Bank interest receivable 914 889
Interest payable on bank loans and overdrafts (5,143) (3,457)
Interest payable on all other loans (215) (494)
Finance charges payable in respect of finance leases and hire purchase contracts (7) (14)
(5,365) (3,965)
Net interest payable (4,451) (3,076)
48 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  8. T axation
2005 2004
£’000 £’000
(a) Analysis of charge in the year
Current tax
UK corporation tax on profits for the year 5,758 6,497
Adjustments in respect of prior years (125) (385)
5,633 6,112
Deferred tax
Origination and reversal of timing differences 75 (82)
Adjustments in respect of prior years (341) 146
Taxation charge on profits 5,367 6,176
(b) Factors affecting the tax charge
(Loss)/profit before tax (212) 5,322
Tax (credit)/charge at standard rate of 30% (64) 1,597
Effects of:
Intangible amortisation 4,769 3,002
Non-deductible start up costs 704 944
Expenses not deductible for tax purposes 218 284
Difference between capital allowances and depreciation charge 78 118
Non-deductible UITF 17 share option (credits)/charges (73) 308
Release of EBT contribution accruals 271 154
Timing differences (115) 14
Unrelieved current period losses – 76
Utilisation of prior period losses (30) –
Prior year adjustments (125) (385)
Current tax charge for the year 5,633 6,112
(c) The Group is not currently aware of any factors which may materially affect the effective rate of tax going forward, other than existing 
reconciling items.
9. Dividends
2005 2004
£’000 £’000
Interim paid 1.0 pence per share (2004: 1.0 pence) 750 690
Final proposed 2.0 pence per share (2004: 2.0 pence) 1,530 1,400
Total 3.0 pence per share (2004: 3.0 pence) 2,280 2,090
Tribal Group plc   Report and Accounts 2005   49 Notes to the financial statements (continued)
10. Earnings per share
Earnings per share and diluted earnings per share are calculated by reference to a weighted average number of ordinary shares calculated as follows:
2005 2004
thousands thousands
Weighted average number of shares outstanding:
Basic weighted average number of shares in issue 71,421 62,622
Employee share options 890 1,926
Shares to be issued in respect of deferred consideration 6,164 2,695
Weighted average number of shares outstanding for dilution calculations 78,475 67,243
The adjusted basic and adjusted diluted earnings per share figures shown on the profit and loss account on page 39 are included as the directors
believe that they provide a better understanding of the underlying trading performance of the Group. A reconciliation of how these figures are
calculated is set out below:
2005 2004
(Loss)/earnings (Loss)/earnings
Earnings per share Earnings per share
£’000 pence £’000 pence
Basic and adjusted basic earnings per share:
Loss and basic loss per share (5,882) (8.2)p (962) (1.5)p
Adjustments:
Goodwill amortisation and impairment 16,636 23.3p 10,690 17.1p
EBT costs net of tax (244) (0.3)p 1,025 1.6p
Exceptional items 1,747 2.4p 3,040 4.8p
Adjusted earnings and adjusted basic earnings per share 12,257 17.2p 13,793 22.0p
Diluted and adjusted diluted earnings per share:
Loss and diluted loss per share (5,882) (8.2)p (962) (1.5)p
Adjustments:
FRS 14 adjustment* – 0.7p – 0.1p
Goodwill amortisation and impairment 16,636 21.2p 10,690 15.9p
EBT costs net of tax (244) (0.3)p 1,025 1.5p
Exceptional items 1,747 2.2p 3,040 4.5p
Adjusted earnings and adjusted diluted earnings per share 12,257 15.6p 13,793 20.5p
* FRS 14 requires presentation of diluted earnings per share when a company could be called upon to issue shares that would decrease net profit or increase net loss per share. For a loss making company, net loss
per share would only be increased by the exercise of out-of-money options. Hence, no adjustment is made to diluted earnings per share.
50 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  11. Intangible fixed assets – goodwill
2005 2004
Group £’000 £’000
Cost
At beginning of year 221,835 152,662
Additions 17,299 69,173
Revisions to prior years (4,273) –
At end of year 234,861 221,835
Amortisation
At beginning of year 21,037 10,347
Charge in year 11,436 10,126
Impairment 5,200 564
At end of year 37,623 21,037
Net book value
At 31 March 2005 197,188 200,798
At 31 March 2004 200,798 142,315
The fair value of assets acquired in Hacas Group Limited, which was purchased in July 2003, has been revised from £8,543,000 to £7,882,000 after
providing £661,000 in respect of pension liabilities.
Other revisions to prior years primarily relate to changes in estimates of the likely final settlement values under various earn out agreements which
are dependent on post acquisition performance.
The directors consider that for all significant acquisitions the useful economic life of goodwill is 20 years. This is based on future profit forecasts and
the length of time over which commercial knowledge is expected to be effectively utilised.
12. Intangible fixed assets – development expenditure
2005 2004
Group £’000 £’000
Cost
At beginning of year 1,353 849
Additions 640 502
Acquired with subsidiaries – 2
At end of year 1,993 1,353
Amortisation
At beginning of year 796 541
Charge in year 457 255
At end of year 1,253 796
Net book value
At 31 March 2005 740 557
At 31 March 2004 557 308
Tribal Group plc   Report and Accounts 2005   51 Notes to the financial statements (continued)
13. Tangible fixed assets
Fixtures, fittings Assets
Investment Long term Short term and other in the course of
properties leases leases equipment construction Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Cost
At beginning of year 89 584 1,679 10,967 – 13,319
Additions – – 702 4,590 5,829 11,121
Acquired with subsidiaries – – – 1,149 – 1,149
Revaluations 91 – – – – 91
Disposals – – – (3,153) – (3,153)
At end of year 180 584 2,381 13,553 5,829 22,527
Depreciation
At beginning of year – 7 360 6,596 – 6,963
Charge for year – 23 268 2,424 – 2,715
Acquired with subsidiaries – – – 720 – 720
Disposals – – – (918) – (918)
At end of year – 30 628 8,822 – 9,480
Net book value
At 31 March 2005 180 554 1,753 4,731 5,829 13,047
At 31 March 2004 89 577 1,319 4,371 – 6,356
Included in the total net book value of fixtures, fittings and other equipment is £46,000 (2004: £46,000) in respect of assets held under finance leases.
Depreciation for the year on these assets was £16,000 (2004: £24,000).
Included in additions and disposals of fixtures, fittings and other equipment is the sale and leaseback of medical equipment for Mercury Health
comprising cost and proceeds of £2.2m.
Investment properties, which are freehold, were valued on an open market existing use basis at 31 March 2005 by Bernard Marcus (estate agents,
valuers). Such properties are not depreciated.
14. Fixed asset investments
Group Company
Investment in associates Investment in subsidiaries
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Cost
At beginning of year 190 86 180,399 115,818
Additions 35 10 24,646 64,581
Acquired with subsidiaries 1 99 – –
Provisions for impairment – – (4,172) -
Disposals (75) (5) – –
Transfers to other Group companies – – (25,249) -
At end of year 151 190 175,624 180,399
The directors have considered the value of the above investments and are satisfied that the aggregate value of the investments is not less than their
carrying value. The results of associates are excluded as they are not material to the results of the Group.
52 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  Tribal Group plc   Report and Accounts 2005   53
15. Stocks
Group Group
2005 2004
£’000 £’000
Work in progress, finished goods and goods for resale 1,528 2,058
Long term contract balances 7,574 –
9,102 2,058
Included in work in progress, finished goods and goods for resale is £602,000 (2004: nil) in respect of finished goods and goods for resale.
16. Debtors
Group Group Company Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Trade debtors 45,537 38,972 – –
Amounts owed by group undertakings – – 82,561 48,076
Other debtors 1,037 878 – 162
Prepayments and accrued income 8,350 4,629 – –
Amounts recoverable on contracts 1,391 – – –
Deferred tax (note 19) 644 378 – –
56,959 45,245 82,561 48,238
Amounts owed by group companies includes £80,669,000 (2004: £25,501,000) falling due after more than one year. These amounts have no fixed
repayment date.
17. Creditors: amounts falling due within one year
Group Group Company Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Loan notes (see note 18) 3,802 8,168 3,308 5,164
Obligations under finance leases and hire purchase contracts 20 44 – –
Trade creditors 25,457 23,209 – –
Amounts owed to group undertakings – – 17,688 –
Corporation tax 5,758 4,510 – –
Other taxation and social security 9,264 8,500 – –
Other creditors 1,666 1,176 2 –
Accruals and deferred income 27,039 18,950 – –
Deferred consideration 1,198 1,827 1,198 1,627
Dividends 1,530 1,400 1,530 1,400
75,734 67,784 23,726 8,191 Notes to the financial statements (continued)
18. Creditors: amounts falling due after more than one year
Group Group Company Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Bank loans 77,518 71,423 77,518 71,423
Obligations under finance leases and hire purchase contracts 26 2 – –
Deferred consideration 411 590 411 590
Other creditors 534 – – –
78,489 72,015 77,929 72,013
Maturity of bank and loan notes:
Group Group Company Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Bank and loan notes can be analysed as falling due:
In one year or less, or on demand 3,802 8,168 3,308 5,164
Between two and five years 77,518 71,423 77,518 71,423
81,320 79,591 80,826 76,587
The bank loan (which has primary security) is at market rates of interest and is secured by way of a fixed and floating charge over the assets of the
Company and its subsidiary undertakings. The interest rates on the other loans are a mixture of fixed and floating and are also at market rates.
Repayment terms vary between one and five years.
Maturity of obligations under finance leases and hire purchase contracts:
Group Group
2005 2004
£’000 £’000
Within one year 20 44
In the second to fifth years 26 2
46 46
Finance leases and hire purchase contracts are secured on the related assets.
19. Deferred tax
The amounts provided for deferred taxation and the amounts for which credit has been taken are set out below:
Group Group
2005 2004
£’000 £’000
Capital allowances in excess of depreciation 471 319
Other timing differences 136 59
Tax losses carried forward 37 –
Deferred tax asset (note 16) 644 378
The directors are of the opinion, based on currently available forecasts, that these timing differences will reverse in the near future and when they do
there will be sufficient taxable profits. Accordingly, the directors believe that it is more likely than not that the deferred tax assets will be recoverable.
54 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  20. Purchase of subsidiary undertakings
1. Strategic Information Technology Services Group Limited
On 19 October 2004, the Company acquired the entire share capital of Strategic Information Technology Services Group Limited (‘SITS’).
Book value at Fair value at
acquisition Adjustments acquisition
£’000 £’000 £’000
Net assets acquired 
Fixed assets
Tangible 295 (78) 217
Current assets
Trade debtors 1,671 (144) 1,527
Prepayments and other debtors 383 1,248 1,631
Cash at bank and in hand 3,950 – 3,950
Total assets 6,299 1,026 7,325
Liabilities
Trade creditors (49) 24 (25)
Other creditors (2,288) (1,537) (3,825)
Taxation` 34 – 34
Net assets 3,996 (487) 3,509
Goodwill 9,962
13,471
Satisfied by:
Cash 7,475
Shares 2,334
Loan notes – non convertible 706
Acquisition costs 196
Contingent deferred consideration 2,760
13,471
The contingent deferred consideration reflects additional consideration payable to the previous owners and is based on trading performance up to
31 March 2006. The amounts above reflect the directors’ best estimate of contingent deferred consideration payable. The maximum additional
consideration payable is £3.1m. The liability will be satisfied by the issue of shares and is included within the shares to be issued disclosed in note 23.
The provisional fair value adjustments represent a reassessment of the value of balances recorded in the accounts of SITS.
These mainly reflect adjustments to accrued income to bring the income recognition policy on software sales in line with Group policy, deferred
income in respect of training and consultancy in line with Group policy and to reflect the liabilities accruing from the exercise of share options
immediately prior to acquisition.
Tribal Group plc   Report and Accounts 2005   55 Notes to the financial statements (continued)
20. Purchase of subsidiary undertakings (continued)
1. Strategic Information Technology Services Group Limited (continued)
The profit and loss accounts of SITS for the 11.6 month period ended 19 October 2004 and the year ended 30 November 2003 are summarised below.
11.6 months to 12 months to
19 October 2004 30 November 2003
£’000 £’000
Turnover 4,865 5,470
Operating (loss)/profit (1,398) 1,052
Net (loss)/profit before tax (1,269) 1,122
Taxation (218) (336)
Net (loss)/profit after tax (1,487) 786
The loss arising in the period prior to acquisition was a result of the write-off of a US investment and exceptional staff bonuses paid immediately
prior to sale, totalling £2.4m.
SITS had no other gains or losses in the period.
The contribution to Group turnover since acquisition was £3.7m, £0.9m of cost of sales, £2.8m of gross profit, £1.5m of administrative expenses and
£1.3m in respect of operating profit.
2. Other subsidiary undertakings acquired
The Group acquired three other subsidiary undertakings as follows:
Holding
April 2004 Benchmarque Limited 100%
April 2004 Aldcliffe Computer Systems Limited 100%
November 2004 Derek Hicks & Thew Limited 100%
56 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  20. Purchase of subsidiary undertakings (continued)
2. Other subsidiary undertakings acquired (continued)
Book value at Fair value at
acquisition Adjustments acquisition
£’000 £’000 £’000
Net assets acquired 
Fixed assets
Tangible 191 – 191
Current assets
Stocks – work in progress 51 – 51
Trade debtors 941 (19) 922
Prepayments 122 – 122
Other debtors 59 – 59
Cash at bank and in hand 1,117 – 1,117
Total assets 2,481 (19) 2,462
Liabilities
Trade creditors (264) – (264)
Other creditors and accruals (1,419) (193) (1,612)
Corporation tax (220) (88) (308)
Net assets 578 (300) 278
Goodwill 7,337
7,615
Satisfied by:
Cash 3,989
Shares 1,105
Loan notes – non convertible 420
Acquisition costs 251
Contingent deferred consideration 1,850
7,615
The contingent deferred consideration reflects earn outs payable to the previous owners and is based on forecast future trading performance to
various dates. The amounts above reflect the directors’ best estimate of contingent deferred consideration payable. The maximum earn out payable 
is £2.9m. The liabilities will be satisfied by the issue of loan notes and shares and are included within creditors and shares to be issued disclosed in 
note 17 and note 23 respectively.
The provisional fair value adjustments represent a reassessment of the value of balances recorded in the accounts of these subsidiaries.
Included within goodwill is £630,000 which existed as an intangible asset in the balance sheets of the other companies acquired at the date 
of acquisition.
The contribution to Group turnover of these businesses since acquisition was £4.7m, £2.5m of cost of sales, £2.2m of gross profit, £1.2m of
administrative expenses and £1.0m in respect of operating profit.
Tribal Group plc   Report and Accounts 2005   57 Notes to the financial statements (continued)
58 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
21. Called up share capital
2005 2004
£’000 £’000
Authorised
125,000,000 ordinary shares of 5p each (2004: 125,000,000) 6,250 6,250
Ordinary shares of 5p each
number £’000
Allotted, called up and fully paid
At 1 April 2004 68,966,818 3,448
Issued as consideration for acquisitions 5,799,821 290
Share option exercises 197,632 10
At 31 March 2005 74,964,271 3,748
Allotment of shares
Between 1 April 2004 and 31 March 2005, new ordinary shares of 5p each in the Company were issued as follows:
Value/proceeds
Number of shares Price per share £’000 Purpose of issue
321,756 £2.10 675 Acquisition of Aldcliffe
1,269,648 £1.77 to £1.86 2,344 Acquisition of SITS
136,239 £1.84 250 Acquisition of DHT
193,617 £1.72 to £2.22 323 Share option exercises
4,015 £2.00 to £2.08 8 SAYE exercises
1,063,806 £1.76 1,872 Purchase of minorities
3,008,372 £1.49 to £2.29 5,285 Earn outs
5,997,453 10,747 21. Called up share capital (continued)
Details of options in respect of shares outstanding at 31 March 2005 are as follows:
Employee share option schemes:
Date from which 
Number outstanding Price payable exercisable
Limited scheme 461,388 £1.33 30.06.2003
241,604 £1.65 30.06.2003
702,992
PLC scheme 35,808 £2.50 30.06.2003
77,241 £2.83 30.06.2003
85,932 £2.86 30.06.2004
238,562 £3.10 30.06.2004
558,700 £2.46 30.06.2005
185,403 £2.29 30.06.2005
355,986 £3.26 30.06.2006
100,858 £3.62 30.06.2006
119,142 £3.45 30.06.2007
280,855 £1.96 30.06.2007
2,038,487
LTIP 421,208 £nil 07.02.2006
60,000 £nil 26.06.2006
56,450 £nil 19.12.2006
54,878 £nil 31.07.2007
60,427 £nil 30.06.2007
47,831 £nil 30.06.2007
700,794
EEPP 1,193,358 £nil 30.06.2006
Acquired schemes 20,289 £1.16 14.01.2003
44,402 £1.90 27.03.2004
64,746 £2.45 28.02.2005
78,842 £2.31 24.01.2006
72,636 £0.22 29.03.2004
280,915
Savings related option scheme:
SAYE 285,394 £2.08 01.12.2004
481,337 £2.00 01.02.2006
296,227 £3.00 01.02.2007
612,434 £1.44 01.03.2008
1,675,392
Total Tribal Group plc share option schemes 6,591,938
Tribal Group plc   Report and Accounts 2005   59 Notes to the financial statements (continued)
22. Share premium and reserves 
Share Equity
premium Revaluation Capital Merger Profit and minority
account reserve reserve reserve loss account interest
Group £’000 £’000 £’000 £’000 £’000 £’000
At beginning of year 79,548 – 9,545 33,444 2,861 1,127
(Loss)/profit for the year – – – – (5,882) 303
Premium on share issues (net of expenses) 7,380 – – 3,171 – –
Revaluation surplus – 91 – – – –
Share option exercises – – – – (155) –
Dividends – – – – (2,280) (80)
New minority interests – – – – – 720
Purchase of minorities – – – – – (176)
At end of year 86,928 91 9,545 36,615 (5,456) 1,894
Share
premium Merger Profit and
account reserve loss account
Company £’000 £’000 £’000
At beginning of year 79,548 33,444 12,402
Profit for the year – – 4,125
Dividends – – (2,280)
Premium on share issues (net of expenses) 7,380 3,171 –
At end of year 86,928 36,615 14,247
The merger reserve of £36.6m (2004: £33.4m) relates to the premium arising on shares issued subject to the provisions of section 131 of the
Companies Act 1985.
23. Shares to be issued
Group Group Company Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Deferred shares to be issued in future periods 16,517 25,088 16,517 25,088
Credit in relation to share awards 1,417 2,084 – –
17,934 27,172 16,517 25,088
Shares to be issued in future periods represents the directors’ estimate of the fair value of the shares to be issued. It represents additional
consideration that is payable to the original vendors of some of the businesses (now subsidiaries) acquired by the Company. The final value of the
shares to be issued is dependent upon the future financial performance of the subsidiaries. The maximum value of shares to be issued under earn outs
payable is £34.5m (2004: £41.3m).
60 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  24. Commitments
(a) There are capital commitments at 31 March 2005 of £25,800,000 (2004: £275,000). The current year commitments primarily relate to Mercury
Health and their obligations to construct five treatment centres.
(b) Annual commitments under non-cancellable operating leases are as follows:
2005 2004
Land and 2005 Land and 2004
buildings Other buildings Other
Group £’000 £’000 £’000 £’000
Operating leases which expire:
Within one year 320 172 130 157
One to two years 361 40 203 195
In the second to fifth years inclusive 984 728 1,219 400
Over five years 1,277 – 888 –
2,942 940 2,440 752
25. Pension scheme
The Group operates a number of defined contribution and defined benefit pension schemes within individual subsidiaries and contributes to certain
employees’ personal pension plans. The pension cost charge for the period represents contributions payable by the Group and amounted to
£3,299,000 (2004: £2,087,000).
Contributions amounting to £192,000 (2004: £173,000) were payable to the funds at the year end and are included in creditors.
Defined benefit schemes
One of the Group’s subsidiary undertakings, Tribal Technology Limited, participates in the TfL Pension Fund (formerly LRT pension fund), which is a
defined benefit arrangement. The last full actuarial valuation of this scheme was carried out by a qualified independent actuary as at 31 March 2003.
The Tribal Technology section of the TfL Pension Fund had seven active members at the year end. Employer contributions amounting to £76,720 were
paid in the year to 31 March 2005. As the scheme membership is relatively small, these accounting figures have been calculated using the actual
membership and asset data rather than by projecting forward the results of the 31 March 2003 valuation.
Another of the Group’s subsidiary undertakings SDP Regeneration Services 2 Limited participates in the London Pensions Fund Authority Pension Fund
(‘the LPFA Pension Fund’), which is a defined benefit arrangement. The last full actuarial valuation of this scheme was carried out by a qualified
independent actuary as at 31 March 2004.
The SDP Regeneration Services 2 Limited section of the LPFA Pension Fund had 45 active members and 10 deferred pensioners at the year end.
Employer contributions amounting to £279,000 were paid in the year to 31 March 2005 (including a one-off payment of £150,000 in respect of an
early retirement).
The assets of the funds have been taken at market value and the actuarial assumptions used to calculate scheme liabilities under FRS 17 are:
2005 2004 2003
% per annum % per annum % per annum
Inflation 2.75 2.75 2.50
Salary increases 3.75 3.75 3.50
Rate of discount 5.50 5.50 5.25
Pension in payment increases (non-GMP component) 2.75 2.75 2.50
Revaluation rate for deferred pensioners 2.75 2.75 2.50
Tribal Group plc   Report and Accounts 2005   61 Notes to the financial statements (continued)
25. Pension scheme (continued)
The fair value of the assets in the scheme, the present value of the liabilities in the scheme and the expected rate of return at each balance sheet date
were as follows:
TfL Pension Fund:
2005 2005 2004 2004
% £’000 % £’000
Equities 7.75 878 7.75 710
Bonds 5.50 87 5.50 75
Total fair value of assets 965 785
Present value of scheme liabilities (1,142) (1,047)
Deficit in the scheme (177) (262)
Related deferred tax asset 53 79
Net pension liability (124) (183)
LPFA Pension Fund:
2005 2005 2004 2004
% £’000 % £’000
Equities 7.75 1,792 7.75 1,570
Bonds 5.50 238 5.50 232
Property 6.50 169 6.50 111
Cash 3.50 181 3.50 33
Total fair value of assets 2,380 1,946
Present value of scheme liabilities (3,573) (3,130)
Deficit in the scheme (1,193) (1,184)
Related deferred tax asset 358 355
Net pension liability (835) (829)
Adjustments to Group net assets under FRS 17:
2005 2004
£’000 £’000
Net assets 151,299 157,145
Pension liability (959) (1,012)
Net assets including pension liability 150,340 156,133
Adjustments to Group reserves under FRS 17:
2005 2004
£’000 £’000
Profit and loss (deficit)/reserve excluding pension liability (5,456) 2,861
Pension liability (959) (1,012)
Profit and loss (deficit)/reserve (6,415) 1,849
The contribution rate for 2005 was 25% of pensionable earnings for the TfL Pension Fund and 17% for the LPFA Pension Fund and the agreed
contribution rate for the next 10 years is 25% of pensionable earnings for the TfL Pension Fund and 18.1% for the LPFA Pension Fund.
An additional annual past service contribution of £37,000 is to be paid into the TFL pension fund and additional lump sum payments will be made over
the next three years into the LPFA pension fund to address the deficits in the schemes.
62 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  25. Pension scheme (continued)
Analysis of amounts charged to the profit and loss account under FRS 17:
TfL LPFA TfL LPFA
2005 2005 2004 2004
£’000 £’000 £’000 £’000
Current service cost 44 176 48 168
Past service cost – 150 ––
Total operating charge 44 326 48 168
Other finance charges
Interest on pension scheme liabilities 59 179 51 146
Expected return on pension scheme assets (62) (161) (44) (108)
Net finance charge (3) 18 738
Total charge to profit and loss account 41 344 55 206
Analysis of actuarial gain in the statement of total recognised gains and losses:
TfL LPFA TfL LPFA
2005 2005 2004 2004
£’000 £’000 £’000 £’000
Actual return less expected return on pension scheme assets 42 56 117 265
Experience gains and losses arising on the scheme liabilities 7– (7) –
Changes in assumptions underlying the present value of scheme liabilities – – 3 (204)
Changes in assumptions underlying the present value of scheme liabilities 49 56 113 61
Movement in the deficit during the year:
TfL LPFA TfL LPFA
2005 2005 2004 2004
£’000 £’000 £’000 £’000
Deficit in fund at 1 April (262) (1,184) (361) (1,189)
Movement in the year:
Current employer service cost (44) (176) (48) (168)
Past service cost – (150) – –
Net finance charge 3 (18) (7) (38)
Employer contributions 77 279 41 150
Actuarial gain 49 56 113 61
Deficit in fund at 31 March (177) (1,193) (262) (1,184)
The comparative figures have been restated to reflect the LPFA pension fund liability. This information was not available at the time the 2004
accounts were signed.
Tribal Group plc   Report and Accounts 2005   63 Notes to the financial statements (continued)
26. Reconciliation of operating profit to operating cash flows
2005 2004
£’000 £’000
Operating profit 4,239 8,398
Depreciation 2,715 2,134
Goodwill amortisation and impairment 16,636 10,690
Amortisation of development expenditure 457 255
Profit on sale of investments (95) (203)
Profit on disposal of fixed assets (30) (25)
(Credit)/contribution to employee share awards (244) 912
Amortisation of employee benefit trust – 113
Increase in debtors (6,636) (3,717)
(Decrease)/increase in creditors (1,798) 12,317
Decrease in stocks 543 419
Exceptional items 1,747 3,040
Net cash inflow from operating activities (excluding Mercury Health) 17,534 34,333
Mercury Health
– increase in stocks (7,574) –
– increase in debtors (379) –
– increase in creditors 4,406 –
Exceptional items (1,747) (3,040)
Net cash inflow from operating activities 12,240 31,293
27. Analysis of net debt
Arising from Other 
At beginning acquisitions non-cash At end
of year Cash flow (excluding cash) changes of year
£’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 34,273 (7,463) – – 26,810
Cash collateralised 7,467 (5,942) – – 1,525
41,740 (13,405) – – 28,335
Debt due within one year (8,168) 4,366 – – (3,802)
Loans (71,423) (6,095) – – (77,518)
Finance leases (46) 49 (31) (18) (46)
(79,637) (1,680) (31) (18) (81,366)
Total (37,897) (15,085) (31) (18) (53,031)
Included within cash at bank and in hand is £1,525,000 (2004: £7,467,000) of cash collateralised representing committed facilities that are specifically
allocated to repay loan liabilities in respect of non-convertible loan notes issued to the previous owners of certain entities acquired.
28. Purchase of subsidiary undertakings
The subsidiaries acquired during the year contributed the following cash flows to the Group:
Operating Returns on Capital
cash flow investments Taxation expenditure
£’000 £’000 £’000 £’000
Strategic Information Technology Services Group Limited 722 9 – (35)
Other 448 3 (468) (24)
A number of the acquisitions made in the year involved non-cash consideration, including non-convertible loan notes and contingent consideration.
Further details are supplied in note 20.
64 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  29. Interest rate swaps
On 1 April 2004, the Group entered into two interest rate swaps:
(i) £20m fixed at 5.09% until 31 March 2008;
(ii) £20m discounted at 75 basis points for the year ended 31 March 2005 and subsequently moved to a fixed rate of 5.29%. The bank has the right
to flip this tranche to LIBOR minus 10 basis points for the remaining term to 31 March 2008.
In addition, the Group has entered into interest rate swaps in order to modify the characteristics of the £33.5m limited recourse senior debt facility
arranged in relation to Mercury Heath DTC(1) Limited from a floating rate to a fixed rate for a period of the loan’s duration. The first swap relates to
£12.5m of the facility and fixes the rate at 4.98% for a period of three years from 1 April 2006. The second swap relates to £21.0m of the facility and
fixes the rate at 5.00% for a period of three years from 1 April 2005. None of the £33.5m of this facility has been drawn at 31 March 2005.
30. Financial instruments
The Group’s policies as regards derivatives and financial instruments are as described in note 1. The Group does not trade in financial instruments. As
permitted by FRS 13, short term debtors and creditors have been omitted from all disclosures.
Liquidity
The Company’s policy is to finance its operations and expansion through the use of overdrafts, bank loans, vendor loan notes and the issue of new
equity share capital. Contingent consideration is used to manage the liquidity risk of the Company. Some assets are purchased using finance leases
where it is commercially advantageous to do so.
Foreign currency
The Company has no transactional exposure in respect of costs denominated in currencies other than sterling and therefore does not currently hedge
against foreign currency risk.
Financial assets
Financial assets comprise cash and cash deposits held at floating market rates linked to the Bank of England base rate. The split of cash and
collateralised cash is presented in note 27.
Financial liabilities
FRS 13 defines floating rate liabilities as those that attract an interest charge and have their interest rate reset at least once a year. The profile of
financial liabilities, after taking into account interest rate swaps as follows:
2005 2004
Fixed rate Floating rate Total Fixed rate Floating rate Total
£’000 £’000 £’000 £’000 £’000 £’000
Sterling
Rates reset at least once a year – 77,518 77,518 – 72,423 72,423
Loan notes 158 3,644 3,802 205 7,963 8,168
158 81,162 81,320 205 80,386 80,591
Finance Leases 46 – 46 46 – 46
Total 204 81,162 81,366 251 80,386 80,637
The weighted average fixed rate is 4.5% (2004: 4.5%) and the weighted average period for which interest rates on fixed rate liabilities is two years
(2004: two years). There are £28.5m (2004: £31.6m) undrawn committed borrowing facilities which all expire in two to five years
Fair value
There are no differences between the book value and fair value of the financial instruments described above.
31. Post balance sheet events
As is more fully described in note 32, on 24 May 2005 the Group acquired all of the minority shareholdings in Tribal Technology Limited and Tribal
Education Limited, subject to shareholder approval in respect of the holdings of 7,488 ‘C’ ordinary shares held by each of S M Lawton and P J Martin,
directors of Tribal Group plc.
In respect of the purchase of the minority shareholdings in Tribal Technology Limited, the total consideration is £2,985,000 and it is £1,400,000 for
the minority shareholdings in Tribal Education Limited.
32. Related party disclosures
All subsidiary undertakings are more than 90% controlled within the Group and any transactions with those subsidiaries are not disclosed as
permitted under FRS 8 ‘Related Party Transactions’.
During the year under review the following directors had an interest in the ‘C’ ordinary shares of Tribal Technology Limited, a 76.61% owned
subsidiary undertaking: S M Lawton 7,488 shares (2004: 7,488 shares) and P J Martin 7,488 shares (2004: 7,488 shares). During the year both directors
received a dividend of £801. After the year end these interests were disposed of, as described below in this note.
Tribal Group plc   Report and Accounts 2005   65 32. Related party disclosures (continued)
Save as is described in this note, no material contract or arrangement has been entered into during the year, nor subsisted at 31 March 2005 in which
a director had a material interest.
Details of related party transactions
On 24 May 2005 the Company acquired all of the shares in its subsidiaries Tribal Technology Limited and Tribal Education Limited not already owned
by it from the holders of the minority shareholdings, who included directors of various Group subsidiary companies (and their spouses) and, in the
case of Tribal Technology Limited, S M Lawton and P J Martin, who are executive directors of Tribal Group plc and also directors of each of its
subsidiaries. The transactions involving S M Lawton and P J Martin are substantial property transactions for the purposes of section 320 of the
Companies Act 1985 and are therefore conditional upon shareholder approval at the Group’s 2005 Annual General Meeting. As required by the Listing
Rules, an independent adviser has confirmed to the UK Listing Authority that the terms of these transactions are fair and reasonable so far as the
shareholders of the Company are concerned.
In respect of the purchase of the minority shareholdings in Tribal Technology Limited, the total consideration was £2,985,000, paid as to £1,238,372 in
cash and £1,746,628 in loan notes that can be redeemed by the issue of Tribal Group plc shares. The Company has the option to redeem the loan
notes by issuing new Group shares in two tranches, based on the market value of these shares at the time of such redemption. The first redemption
period is following the announcement of the Group’s results for the year ended 31 March 2005, on 21 June 2005. The second redemption period
follows the announcement of the Group’s interim results for the six months ending 30 September 2005. Each redemption period will last for ten
business days. A twelve month lock-up arrangement will apply to 60% of any shares issued.
Included in the acquisition of minority shareholdings in Tribal Technology Limited described above are holdings of 7,488 ‘C’ ordinary shares held by
each of S M Lawton and P J Martin, two Group directors. These acquisitions are subject to shareholder approval (as described above). Each of these
directors will receive, in consideration for his shareholding, £59,044 in cash and £59,044 in the same form of loan notes as described above.
In respect of the purchase of minority shareholdings in Tribal Education Limited, the total consideration is £1,400,000. The consideration will be
satisfied by the issue of £1,400,000 in loan notes. Tribal Group plc has the option to redeem up to 50% of the loan notes by the issue of new Group
shares, based on the market value of these shares at the time of such redemption, following the announcement of the Group’s results for the year
ended 31 March 2005. Any shares issued will be subject to lock-up arrangements for a minimum of twelve months from the date of issue.
33. Principal subsidiary undertakings
The principal subsidiary undertakings at 31 March 2005 are shown below. All subsidiary undertakings are registered in the United Kingdom and
prepare accounts to 31 March each year.
Principal activity Holding
Action Medical Limited Recruitment and provision of temporary staff to the medical profession 100%
Aldcliffe Computer Systems Limited Developer and supplier of work based learning software 100%
Atlas Media Group Limited PR consultants, publication and website design consultants 100%
Avail Consulting Limited Management consultancy, IT services and solutions 66.67%
Cambridge Training and Development Limited Design and production of multi-media training resources 100%
Tribal Dundas Limited* Further education consultancy 100%
Geronimo Public Relations Limited Public relations consultancy 100%
Mercury Health DTC(1) Limited* Healthcare delivery 100%
Network Training Publishing Limited Production of training course materials 100%
Nightingale Architects Limited Architects 100%
Strategic Information Technology Services Group Limited Provider of administrative software to the further education sector 100%
Tribal LGC Limited Management consultancy services to local government 100%
Tribal Education Limited Education consultancy, training and OfSTED inspections 80%
Tribal HCH Limited* Housing regeneration consultancy 100%
Tribal Holdings Limited Holding company 100%
Tribal MPC Limited PR, communication and design 100%
Tribal Property Services Limited* Property consultants 100%
Tribal Resourcing Limited Recruitment advertising in the public sector 97.84%
Tribal Secta Limited Management consultancy services to the health sector 100%
Tribal Technology Limited Software support and IT services 76.61%
Tribal TGC Limited Management consultancy, learning and training 68.31%
Yale Data Management Consultants Limited Management and IT consultants 100%
* All investments are held by Tribal Group plc other than those marked, which are held by intermediate holding companies.
The proportion of voting rights held is equivalent to the equity shareholdings.
66 Tribal Group plc   Report and Accounts 2005
Notes to the financial statements (continued)
  The Group will adopt IFRS in its consolidated financial statements for the year ending 31 March 2006.
In compliance with European Union regulations the interim results for the half year to 30 September 2005 will be presented under IFRS.
As required by IFRS 1 ‘First time adoption of IFRS’ the Group will adopt full retrospective application in its accounts, except where it will make use of
exemptions permitted by the Standard. These being:
l the Group will take advantage of the exemptions allowed in IFRS 1 regarding IFRS 2 ‘Share-based Payments’. The Group will apply the
exemptions for share-based payments granted on or before 7 November 2002 and for equity settled transactions granted after 7 November
2002, vesting before 1 January 2005. The Group will meet all disclosure requirements of IFRS 2;
l the Group will adopt IFRS 3 ‘Business Combinations’ to the extent that it applies to acquisitions post 1 April 2004. Business combinations prior
to that date will be treated under previous accounting standards in accordance with the optional exemption permitted under IFRS 1. All goodwill
and intangibles will be tested for impairment as required by International Accounting Standard (‘IAS’) 36 ‘Impairment of Assets’, on an 
annual basis;
l the Group will take advantage of the exemption which allows cumulative actuarial gains and losses in defined benefit pension schemes up to the
date of transition to IFRS (1 April 2004) to be recognised immediately.
During the year ended 31 March 2005, the Group has made significant advances in assessing the financial impact of convergence with IFRS. In brief,
the major areas of impact are:
IFRS 2 – Share-based Payments
This standard deals with the valuation of share awards and their treatment in the financial statements. At present the Group applies UITF 17
‘Employee Share Schemes’ in so far as it applies to the Group’s share schemes. Under IFRS 2 all share awards must be measured at fair value at grant
date and recognised as an expense over the vesting period.
Since 31 March 2004, the Group has undertaken a review of methods for valuing share option awards. Advice has been taken from external valuation
specialists and all relevant options will be valued using a Black-Scholes model.
IFRS 3 – Business Combinations
This standard deals with accounting for business combinations including goodwill and intangible assets. Goodwill will be recognised as an asset and
reviewed for impairment at least annually. Any impairment is recognised immediately and will not subsequently reverse. Goodwill amortisation will
cease. Goodwill arising on acquisitions before the date of transition to IFRS will be retained at previous UK GAAP amounts subject to being tested for
impairment at that date. Other intangible assets arising from acquisition after 1 April 2004 will be separately identified and amortised over their
estimated useful economic lives, which may be over shorter periods than goodwill has previously been amortised.
As a result of this change, the Group’s operating profit will be increased by the amount of goodwill amortisation under UK GAAP. For the year to 31
March 2005, this amounted to £11.4m. In addition, operating profit will be reduced by any amortisation on separately identified intangible assets.
IAS 19 – Employee Benefits
This standard covers all forms of employee benefits, but the impact for the Group will be in accounting for defined benefit pension schemes. The
Group currently accounts for these schemes using SSAP 24 ‘Accounting for Pension Costs’ and also complies with the transitional rules of FRS 17
‘Retirement Benefits’.
The impact on the financial statements will be to introduce a liability on the balance sheet in respect of defined benefit pension schemes and to
reduce shareholders’ equity by a corresponding amount.
The Group has chosen not to disclose quantified information on the impact of all the changes due to IAS in these statements, though it will do so in
the interim financial statements. In accordance with guidance from The Committee of European Securities Regulations, quantitative disclosure will be
issued only when it can be measured with sufficient reliability and confidence. There is still significant fluidity in the development of IAS and the
Group does not wish to provide quantitative information until it has been tested.
The Group is of the view that no other standard will have a significant impact on the accounting or operations of the Group.
Tribal Group plc   Report and Accounts 2005   67
International Financial Reporting Standards (‘IFRS’)
(unaudited)
  Five year summary
for the years ended 31 March
2005 2004 2003 2002 2001
Summarised consolidated Group profit and loss account £’000 £’000 £’000 £’000 £’000
Turnover 229,470 185,744 105,659 45,651 17,465
Profit before interest and goodwill amortisation 22,378 23,153 16,685 8,360 3,148
Goodwill amortisation and impairment (16,636) (10,690) (6,288) (2,903) (1,156)
EBT charges 244 (1,025) (580) (494) (67)
Exceptional items (1,747) (3,040) (702) – –
Interest (4,451) (3,076) (1,260) (283) (1,226)
Taxation (5,367) (6,176) (4,737) (1,851) (648)
Minority interests (303) (108) – – –
Dividends (2,280) (2,090) – – –
Retained (losses)/profits (8,162) (3,052) 3,118 2,829 51
Earnings per share adjusted (diluted) 15.6p 20.5p 18.6p 14.2p 6.9p
Dividend per ordinary share 3.0p 3.0p – – –
Summarised consolidated Group balance sheet
Intangible fixed assets 197,928 201,355 142,623 92,941 36,235
Tangible fixed assets 13,198 6,546 3,635 2,332 601
Current assets 94,396 89,043 65,145 54,877 18,651
Current liabilities (75,734) (67,784) (60,737) (55,964) (16,449)
Non current liabilities (78,489) (72,015) (36,225) (9,388) (973)
Total capital employed 151,299 157,145 114,441 84,798 38,065
68 Tribal Group plc   Report and Accounts 2005
  Company information
Corporate offices
Tribal Group plc
87-91 Newman Street
London WIT 3EY
T: 0207 323 7110
Tribal Group plc
Priory Court
Poulton
Cirencester GL7 5JB
T: 01285 886 020
Company secretary
Richard H Collins 
Registered office
165 Queen Victoria Street
London EC4V 4DD 
Stockbroker and joint 
financial adviser
Dresdner Kleinwort Wasserstein
20 Fenchurch Street
London EC3P 3DB
Joint financial adviser
N M Rothschild & Sons Limited
New Court
St Swithin’s Lane
London EC4P 4DU
Principal bankers
Bank of Scotland plc
PO Box 208
21 Prince Street
Bristol BS99 7JG
Auditors
Deloitte & Touche LLP
3 Rivergate
Temple Quay
Bristol BS1 6GD
Solicitors
Osborne Clarke
2 Temple Back East
Temple Quay
Bristol BS1 6EG
Registrars
Capita Registrars
The Registry
Bourne House
34 Beckenham Road
Beckenham
Kent BR3 4TU
Financial PR consultants
The Maitland Consultancy
Orion House
5 Upper St Martin’s Lane
London WC2H 9EA
Company’s registered number
4128850
Place of incorporation
Registered in England and Wales
Tribal is a leading UK provider of professional
support and consultancy services, with a number
one position in several of our markets. We help a
wide range of clients – over 2,500 in the public
sector alone – improve the quality of their services
to customers. Many of our assignments affect and
influence how public services are run and delivered
every day.
Services which are essential to our well-being and
quality of life: attractive and affordable housing,
21st-century hospital treatment, quality education
for the young, dignified care for the sick and 
elderly, safe and clean neighbourhoods, lifelong
opportunities for learning and self-improvement,
services that touch us all. Tribal people, who come
from a variety of backgrounds – both public and
private sector, have dedicated much of their
professional careers to fulfilling these expectations.
Our specialist teams draw on their wide experience
to offer support and solutions to complex projects.
Working collaboratively, the sum of our knowledge
is a great strength. Our mission is to share and
apply this knowledge for the benefit of things that
matter. Services for life.
Contents
01 Highlights of the year 
02 Chairman’s statement
04 Chief Executive’s statement
11 Review of our markets
21 Corporate responsibility
22 Financial review
26 Board of directors
27 Directors’ report
29 Corporate governance
32 Remuneration report
37 Statement of directors’ responsibilities
38 Independent auditors’ report to the 
members of Tribal Group plc
39 Consolidated profit and loss account
40 Consolidated balance sheet
41 Company balance sheet
42 Consolidated cash flow statement
43 Consolidated statement of total recognised
gains and losses
43 Reconciliation of movements in 
shareholders’ funds
44 Notes to the financial statements
67 International Financial Reporting Standards
68 Five year summary
69 Company information
Design and production by Accrue*
The paper used for this report uses ECF (Elemental Chlorine Free) pulps supplied by manufacturers
with environment-friendly and sustainable reforestation policies. The report has been printed using
soya-based inks and the printing process conforms to ISO 14001.
  www.tribalgroup.co.uk
Tribal Group plc
87-91 Newman Street
London WIT 3EY
T: 0207 323 7110
E: info@tribalgroup.co.uk
Services for life
Tribal Group plc Report and Accounts 2005
Tribal Group plc Report and Accounts 2005