MITIE GROUP PLC Annual Report 2004 MITIE GROUP PLC
is a unique organisation because of its motivational culture
of share ownership and the range of its services.
01 Financial Highlights
02 Chairman’s Statement
04 Chief Executive’s Statement
07 Review of Operations
12 Finance Director’s Review
16 Corporate & Social Responsibility
19 Board of Directors
20 Directors’ Report
22 Directors’Remuneration Report
27 Corporate Governance
31 Independent Auditors’ Report
32 Group Profit and Loss Account
33 Reconciliation of Movements in
Shareholders’ Funds
33 Note of Historical Cost Profits and Losses
34 Group Balance Sheet
35 Company Balance Sheet
36 Group Cash Flow Statement
37 Accounting Policies
39 Notes to the Accounts
60 Five-year Summary
61 Notice of Meeting
63 Shareholder Information The business of outsourcing services and working in partnership is a given in today’s
marketplace – but the key to achieving success through it, is to respond quicker than
anyone else in a tailored, cost-efficient way.
MITIE provides an unrivalled, flexible range of services. It’s because we can quickly 
switch from managing a fit-out project to providing single, bundled or managed
support services, that our customers are able to realise the true benefit of outsourcing.
WORKING TOGETHER
our work Knowing that their projects and services are in trusted hands gives our customers the
opportunity to focus fully on their core business. Their reputation is our responsibility.
It’s why our work is not done until our customers’ goals are achieved.
our customers’ goals
MITIE succeeds because it creates the conditions that
enable its management to support their customers. The
management team is motivated by the chance to manage
their own business, which they are incentivised to grow.
They are rewarded in proportion to their ability to do so.
This reward may come from converting founding equity in one of our traditional start-up
companies into MITIE shares, or it may be in the form of performance incentives and
career opportunity. The opportunity to succeed is available to all.
Crown Copyright/MOD MITIE GROUP PLC ANNUAL REPORT 2004 01
“MITIE has continued to make good progress and I am pleased that
we have produced a good set of results this year. The prospects for
the future are promising.”
Ian R Stewart  CHIEF EXECUTIVE
Turnover £ 694.5m £565.8m up 23%
Profit before tax – £40.3m £34.1m up 18%
pre-goodwill*
Profit before tax – £38.2m £31.8m up 20%
Earnings per share – 8.3p 7.3p up 14%
pre-goodwill**
Earnings per share 7.6p 6.5p up 17%
Dividend per share 2.5p 1.9p up 32%
TURNOVER (£m) FINANCIAL HIGHLIGHTS 2004 2003
2004 £694.5m
£565.8m 2003
PROFIT BEFORE TAX – PRE-GOODWILL* (£m)
2004 £40.3m
£34.1m 2003
PROFIT BEFORE TAX
2004 £38.2m
£31.8m 2003
EARNINGS PER SHARE – PRE-GOODWILL** (pence)
2004 8.3
7.3 2003
EARNINGS PER SHARE (pence)
2004 7.6
6.5 2003
DIVIDEND PER SHARE (pence)
2004 2.5
1.9 2003
*See Group Profit and Loss Account 
**See Note 7 for reconciliation of basic earnings per share CHAIRMAN’S STATEMENT
02 MITIE GROUP PLC ANNUAL REPORT 2004
“The Board is confident that MITIE is
well placed for the future.”
MITIE Group PLC (“MITIE”) has had a
successful year. It has been a year
of change but it has also been a
year of progress. The Company
continues to achieve a good rate
of growth and is consolidating its
position as a leader in the provision
of Building and Support Services.
David C Ord
CHAIRMAN
Working together as a team MITIE GROUP PLC ANNUAL REPORT 2004 03
Results
Turnover rose to £694.5 million, an increase of 22.7%, and
profit before tax, goodwill amortisation and impairment*
rose by 18.3% to £40.3 million. Profit before tax rose by
20.1% to £38.2 million. Headline earnings per share rose by
14.1% to 8.3p (Note 7). 
*See Group Profit and Loss Account
Dividend
The Board is recommending a final dividend of 1.4p per
share, making a total of 2.5p for the year, an increase of
31.6%. We will continue to review our dividend policy on a
regular basis.
Share Buyback Programme
The Board today announces that it intends to make market
purchases of shares in the Company pursuant to the
authority granted to it by Shareholders at the last Annual
General Meeting of up to 30 million shares. 
Board Changes
MITIE’s founding Chairman, David Telling, died on 31
October 2003 after a long struggle with cancer. David was
the inspiration behind MITIE and it was his drive and
personal philosophy that created the conditions for MITIE’s
success. David was passionate about providing opportunities
for people to realise their full potential. The ‘Management
Incentive Through Investment Equity’ business model
enabled MITIE to grow rapidly. He attracted a large number
of the high calibre people into MITIE and they have grown
the business into a major UK support services group.
I was appointed to succeed David as your Non-Executive
Chairman on 25 September 2003. I was delighted to accept
this challenge and I am determined to reinforce his vision
and values, while taking MITIE forward. I believe that there
is still considerable potential in the MITIE model and we have
continued to initiate new start-ups. This will be accompanied
by select strategic acquisitions, where appropriate.
People
In the past six months I have had the privilege of meeting
many members of the MITIE management team and I have
been impressed with their commitment and enthusiasm.
They are united by a determination to grow the business. I
am confident that they have the vision that will enable
MITIE to continue to achieve its growth targets.
MITIE employees are passionate about providing quality
services to their customers and this attitude is apparent at all
levels of the Group. 
I would like to thank each and every employee for their
considerable efforts during the past year. I also owe a debt to
my Non-Executive colleagues, Sir John Jennings, Manish
Chande and Cullum McAlpine, and thank each of them for
their support. During the year, Donald Macpherson, our
Senior Independent Non-Executive Director, retired after 11
years’ service. Donald brought immense experience to the
MITIE Board and I would like to thank him for his valuable
contribution to the Company during its formative years.
Corporate Governance
An effective system of Corporate Governance is fundamental
to fulfilling the Group’s corporate responsibilities. By its
statements and actions, the Board emphasises a culture of
integrity, competence, fairness and responsibility. The
policy of the Board of MITIE is to manage its affairs in
accordance with the Principles of Good Governance and the
Code Provisions set out in Section 1 of the Combined Code
on Corporate Governance incorporated into the UK Listing
Authority Listing Rules issued by the Financial Services
Authority. 
Outlook
MITIE has thrived on a spirit of entrepreneurial energy. That
spirit burns brightly throughout the Group. We have a team
of Directors who bring considerable experience, knowledge
and skill to the decision making process.
We will continue to expand the business by making further
strategic acquisitions and by maintaining the culture of
starting new businesses to provide opportunities for quality
people.
The Board is confident that MITIE is well placed for the future.
David C Ord CHAIRMAN CHIEF EXECUTIVE’S STATEMENT
04 MITIE GROUP PLC ANNUAL REPORT 2004
“We have made good progress.”
MITIE has continued to make good
progress and I am pleased that we
have produced a good set of
results this year. The prospects for
the future are promising.
Working in partnership with Rolls-Royce, MITIE
provides a full range of facilities services to its
aerospace manufacturing and maintenance
operations across the UK. It is a bundled service
with seven MITIE disciplines working together to
provide a flexible, responsive service that
includes infrastructure maintenance, catering,
security, cleaning and business services.
Rolls-Royce
Ian R Stewart
CHIEF EXECUTIVE
Working together for business success MITIE GROUP PLC ANNUAL REPORT 2004 05
Contract Highlights
Our approach has always been to focus on our customers,
identify their goals and work together with our colleagues to
deliver quality services. I am delighted that we are seeing
some excellent examples of our success in doing that. 
Our contract with Rolls-Royce goes from strength to strength.
We have continued to expand the range of services that we
are providing to them. This contract is an example of our
bundled service offering. In January 2004, we started work
on another bundled services contract with Nissan Motor
Manufacturing United Kingdom (“Nissan”) at their
Sunderland plant. This is a further case of MITIE working
together to support the customer’s sole focus, which in this
case is on the production of cars.
We have also secured a further extension to our contract
with Land Securities Trillium. The contract covers the
Department for Work and Pensions and runs until 2018. 
I look forward to seeing this partnership develop further.
The MCI contract is another good example of MITIE
providing many of our services to one customer. Since our
acquisition of Executive Holdings Ltd we now provide
engineering maintenance, security, grounds maintenance
and business services to their Reading facility.
We have also recently started a facilities contract for the
Office of the Deputy Prime Minister (“ODPM”) in
Whitehall. The estate covers 55,837 square metres and we
will be providing cleaning, catering, security, facilities
management and business services. The mission statement
of the ODPM is ‘Creating Sustainable Communities’. This is
a goal with which MITIE readily identifies, as our aim is to
have a positive impact on the communities in which we all
live and work.
Progress
Our markets are always changing. Whether we are operating
in Support or Building Services, our customers are looking to
reduce costs and improve efficiency. Streamlined supply
chains, partnerships, framework agreements and one-stop
shops are the order of the day. To ensure MITIE’s share of
this market, a more flexible and integrated approach to our
customers was needed.
We therefore announced in March 2004 that we would be
reshaping Support Services to ensure that it is able to
continue its rapid progress as markets change. The trend
towards customers wanting combinations of our services, or
bundled services, is increasing and this has led us to appoint
Colin Hale as Head of Support Services to ensure that we are
positioned to meet this demand. 
We have recognised that, in order to keep pace with the
market, we must constantly review the way in which we sell
MITIE at the highest corporate level. In addition, we must
make strategic acquisitions as well as continuing with our
start-up model. In order to give these objectives a higher
profile, Roger Goodman was recently appointed Group
Corporate Development Director.
Acquisitions and New Companies
The progress of Support Services was boosted by three
strategic acquisitions during the year.
On 2 July 2003 we acquired Trident Safeguards Ltd
(“Trident”) and on 3 July 2003 Eagle Pest Control Services
UK Ltd (“Eagle”). On 4 November 2003 we acquired
Executive Holdings Ltd (“Executive”).
The acquisitions of Trident and Executive have enabled us
to increase significantly our presence in the manned
guarding market, giving us wider geographical cover.
Executive also operates in several niche cleaning markets and
these operations have been incorporated into our existing
cleaning business. This has enabled us to enter new markets.
Eagle is a national pest control business and will provide
significant opportunities for growth in this fragmented market.
I am particularly pleased with the way in which the staff in
these acquired companies are embracing the MITIE culture.
The MITIE model continues to flourish. We started five new
companies during the year under review and three more
since the year-end. Start-ups include two niche cleaning
businesses, which will concentrate on the retail and
transportation sectors, together with an industrial cleaning
company and a landscape business. In addition,
Engineering has expanded its national coverage with three
new start-ups and we have also established a new catering
company in London.  06 MITIE GROUP PLC ANNUAL REPORT 2004
Strategy
As I stated last year, we continue to review our strategy to
ensure that the solutions we offer meet the needs of existing
and potential clients. This year has seen more emphasis
placed on the development of our niche businesses and our
ability to work together across disciplines.
Niche businesses: We are finding that many of our
customers require a service that is specifically tailored to the
sector in which they operate and where we need to
demonstrate an understanding of their culture. We are
seeing good levels of success in the niche businesses that we
have started, in areas such as retail, transport and
technology, where previously we have not operated.
Working together (bundled services): Forecasts indicate
that customers will be buying more than 25% of their
services in a bundle by 2006, compared with 10% today.
This is a significant change. In the Contract Highlights
section I have given some examples of where we are
working well across our disciplines. This is now gathering
momentum and is presenting us with a number of
interesting opportunities.
Single service: There are still opportunities to develop all of
our existing businesses in their traditional markets on a
single service basis. 
Overseas: Increasingly, our customers are asking for us to be
involved in overseas contracts. We have established an
arrangement with providers across Europe to provide similar
services. 
Start-up businesses: Start-up businesses have been the
foundation of our growth model and we will continue to
start businesses with quality management teams that are
complementary to our existing operations.
All these services will be underpinned by the MITIE
philosophy of focusing on the customer and providing a
quality service. The changes we have made in the Support
Services division will provide a greater degree of operational
clarity and customer responsiveness. To assist in this process
we are continuing to locate our companies in the same
buildings wherever possible. We now have six regional centres.
Second Generation Equity in Cleaning
MITIE Cleaning started in 1987 as one company. After the
Company ‘earned out’, Cleaning was structured regionally.
Apart from MITIE Cleaning (Midlands) Ltd, there have been
no additional Cleaning companies started on the MITIE
model. Since its formation, Cleaning has grown rapidly and
we have recruited management at all levels who have never
had any equity participation. In order to give this new
management the opportunity to share in MITIE equity the
Board have agreed, in principle, and subject to all the
necessary professional advice, to launch a Second
Generation Equity Plan. This makes available additional
equity in MITIE Cleaning, allowing minority shareholders
to share in the additional value they create.
Revenue visibility
We see increased visibility of our future earnings. We feel that
this is an appropriate mix of short-term and long-term work.
Working together to achieve your goals
MITIE has performed an extensive
makeover of Arcadia’s Oxford Circus
headquarters. Over a ten-month period 
we transformed the PR showroom that 
is used to entertain the media, to stage
fashion shows and to display the latest
styles. We have consolidated reception
areas and improved the building’s open
plan offices. The projects have created 
a crisp and modern head office
environment with clean edges, light
colourings and comfort cooling. 
Arcadia Group
PERCENTAGE OF REVENUE SECURED
at 31March 2003
2004 64 36
33 67 2005
at 31March 2004
2005 67 33
42 58 2006
 Secured
 Unsecured MITIE GROUP PLC ANNUAL REPORT 2004 07
REVIEW OF OPERATIONS
Review of Support Services operations
Support Services has had a good year and has made excellent progress.
We are pleased with the way this is moving forward and are excited
about its future growth. 
Business Services has performed above expectations this year
continuing, not only to secure new contracts but, more importantly, to
retain existing contracts, which include Merrill Lynch, Network Rail
and The London Stock Exchange.
Working in close partnership with other MITIE companies, Business
Services was able to branch out from its traditional client base. It was
awarded the mail services contract at Rolls-Royce across the UK and the
document and business support services contract for MCI in Reading
and London. Both contracts are delivered within a bundled service
offering with other participating MITIE companies.
It was also very successful in expanding its portfolio of clients in the
City of London with the addition of two large reprographics services
contracts at the Financial Services Authority and ABN Amro.
Catering has retained and expanded its contract with the Ministry of
Defence for the Gloucestershire and Cotswold district. It is now a
multi-activity contract and supports in excess of 5,000 service and
civilian personnel. The contract encompasses a package of domestic
services ranging from hotel services, catering and cleaning to laundry
and pest control. 
Bookham Technology awarded us a long-term contract to provide a
broad range of catering-led support services at its three UK locations in
Towcester, Abingdon and Paignton. The new contract encompasses a
package of domestic services including catering, vending, reception,
security, cleaning, mail-room and reprographics. In support of this
diverse contract, we have brought together the individual specialist
MITIE companies to deliver each service line. This provides the clients
with one point of contact at each location.
Since the year-end, we have started MITIE Catering Services (London)
Ltd, which will focus on providing quality commercial catering services
in the Capital. REVIEW OF OPERATIONS
08 MITIE GROUP PLC ANNUAL REPORT 2004
Cleaning has retained a number of important contracts
during the year, as well as winning several prestigious new
contracts across the country. It was successful in being re-
awarded the Palaces of Westminster for a second term and
has also secured the new Scottish Parliament, which will
start later this year. Other new contract awards include the
headquarters of Clifford Chance at Canary Wharf, Nissan in
Sunderland and a national contract with Centrica.
The niche business strategy is developing satisfactorily. Our
retail cleaning business has won contracts with Marks &
Spencer, John Lewis and Boots and has been awarded a
significant addition to the existing contract with Tesco. 
The existing business within environmental management,
food hygiene, healthcare and transport is being developed.
Since the year-end we have started MITIE Transport 
Services Ltd. 
The quality of Cleaning was publicly recognised with the
receipt of two major awards: a Kimberley Clark Golden
Service Award for the best-cleaned premises in the education
sector for our work at South Downs College in Hampshire,
and a Green Apple Environmental Award for our work at
HBOS in Aylesbury. 
Engineering Maintenance continues to develop, providing
services to our clients who benefit from the high levels of
management and engineering expertise within this business. 
Due to the increasingly sophisticated technical and
commercial demands of our clients, Engineering
Maintenance has taken the lead role in bundling services on
contracts such as MCI, Nokia, Dell and Microsoft. We have
conducted ‘best value’ audits and successfully extended
contracts with Alliance & Leicester and Rampton Hospital
Nottinghamshire Healthcare Trust. We have negotiated and
extended our contracts with The Trafford Shopping Centre,
Tesco and the Railway Technical Centre Business Park in
Derby, where we have been the preferred service provider for
over 14 years. 
We have expanded our client base with new contracts at the
Bullring Shopping Centre in Birmingham, London County
Courts, University of London, National Blood Service,
Nissan in Sunderland, Merseycare NHS Trust and Ashworth
Hospital and Newsquest in Scotland. 
Working together across disciplines
The window cleaning contract 
at Manchester Airport requires a
permanent site team to keep the
glass pristine. The wide range of
buildings means that we have to
use a variety of ways to access 
the glass surfaces, including
cradles, ladders, tuckerpoles and
even abseiling.
Manchester Airport MITIE GROUP PLC ANNUAL REPORT 2004 09
We have increased our existing portfolio of Ministry of
Defence airbases, securing new contracts at RAF Cosford,
RAF Cottesmore and RAF Wittering.
Engineering Maintenance has continued to lead our
bundled services contract with Rolls-Royce. The contract is
continually delivering a pioneering approach to innovation
and partnering. 
Landscape has made good progress, including the
formation of a new company in the North of England. We
secured a national contract with Annington Homes,
working together with MITIE Scotgate Ltd. Landscape was
also awarded contracts with three NHS Trusts and BOC in
Windlesham, as well as with Staffordshire Police Authority
and North Tyneside Council, where we have a contract to
maintain the public cemeteries.
Managed Services has had an excellent year. We
successfully mobilised and started contracts for the National
Probation Service in the North and West of England. Our
contract with Land Securities Trillium was expanded to
include the Employment Services buildings. This enlarged
contract has been extended until 2018. Our relationship
with Land Securities has developed with full service
contracts on their Landflex sites in London.
The facilities contract for the Office of the Deputy Prime
Minister was awarded in March 2004. 
Pest Control commenced with the acquisition of Eagle Pest
Control Services UK Ltd in July 2003. This gave MITIE a
presence in a market that had been a strategic target for
many years. The integration of Eagle has gone smoothly and
the business is well placed for future growth. Contracts have
been secured with T-mobile and Gate Gourmet. Our
contract with the Royal Mail has been expanded and now
includes half of its UK sites.
Progress has been made with an increase in regional clients
and niche market contracts. Pest control is now an integral
part of our service range and is a valuable addition to our
bundled services offering. 
Security has grown significantly during the year, principally
as a result of the acquisition of Trident Safeguards Ltd in July
2003 and the security operations of Executive Holdings Ltd
in November 2003. Our security business is now ranked in
the top ten security companies nationally and in the top
five in the London marketplace. The year also saw the award
of two significant new security contracts for Nissan and
OTTO UK and the continued provision of security at Rolls-
Royce as part of the overall MITIE services contract. 
The strategy for the year ahead is to further develop MITIE
Security as a security solutions provider. In order to achieve
this we will need to enhance the technology element of our
security service and make additional strategic acquisitions.
It is also anticipated that there will be start-ups in key
locations to enhance service delivery on a national basis.  10 MITIE GROUP PLC ANNUAL REPORT 2004
Working together for a brighter future
We completed this prestigious
project at the BBC for Land
Securities Trillium. These rooms 
are reserved for the superstars 
who visit and record at the 
White City Television Centre. 
The dressing room fit out utilises
contemporary finishes including
back-painted glass walls,
American black walnut veneers
and natural stone. We have also
refurbished the greenroom.
BBC
Review of Building Services operations
Building Services have found trading conditions
challenging this year. The turnover levels have been high
but market sector changes have resulted in margin
pressures. There are encouraging signs and order books are
high but, in the present climate of deferred start dates, it is
taking longer than anticipated for these to result in
improved performance. 
Engineering Services has increased its focus on public
sector procurement and collaborative working. This has
resulted in major opportunities in defence, education and
healthcare, as well as involvement in the Job Centre Plus
Framework.
Strategic positioning of new businesses in the social
housing, utilities infrastructure and process sectors has
strengthened our Mechanical and Electrical Engineering
Services offering. The national expansion of these
businesses will provide further growth potential.
The public sector provided opportunities to work for PFI
consortia on schools projects in North Tyneside,
Northampton and Ealing, as well as inclusion in the
Ministry of Defence Prime contract for the South West
region. Other notable contracts were secured for University
College London, Oxford, Bristol, Cardiff and Birmingham
universities, Crosshouse Hospital in Glasgow and St
George’s Hall in Liverpool. 
In the private sector, projects completed for clients included
those for the Royal Automobile Club, Woolworths and
GlaxoSmithKline.
MITIE Engineering Services has been part of the integrated
project team on the first demonstration project for the
Strategic Forum at the AA Training Academy in Leicester. 
The indications of recovery have continued and, although
not all the work was completed during this financial year, it
has resulted in a healthy order book for next year. Two of
our new businesses, MITIE Engineering Projects Ltd and
MITIE Scotgate Ltd, have done particularly well in the social
housing and utilities/process sectors.
Property Services, which had a slow start to the year, has
shown improvement in the second half of the year, winning
a steady flow of contracts and continuing to develop its
national service capability with new branches in Stevenage,
Basingstoke, Middlesbrough and Nuneaton. 
Contracts were secured from Britannia Building Society,
Brent ALMO, Homebase, The Home Office and Royal Mail.
The refurbishment and fit-out capability of the discipline
continues to develop, with contracts successfully completed
at the BBC, Arcadia and The City of Westminster.
We have entered partnering contracts with Grampian
Housing, Fife Special Housing, Homezone Housing and
Bradford West Community Housing. These help underpin
security of earnings and employment opportunities for our
people in the longer term. 
Generation, our business that hires and sells scaffolding
and access equipment, has continued to trade satisfactorily.
It has opened a new branch in Northampton as planned
and relocated its branch in the East of Scotland from Rosyth
to Broxburn, west of Edinburgh city centre. MITIE GROUP PLC ANNUAL REPORT 2004 11
REVIEW OF OPERATIONS
Quality
The quality of our services enables MITIE's customers to
achieve their business goals. This year our Chairman’s
Quality Award is based on ‘Excellence in Customer Service’.
Customer retention and our ability to provide additional
services to our existing client base are two of our major
themes this year. This award was launched in 1993 at a time
when MITIE was working towards achieving BS 5750
accreditation. However, David Telling considered that this
was only the start of a drive for continuous improvement in
quality and hence he launched The Chairman’s Quality
Award scheme. These Awards are presented at the Annual
General Meeting. We have received recognition from the
European Quality Foundation for our commitment to
excellence across the Group. This commitment will help to
maintain our success in the future.
Conclusion
I would like to thank my Executive Team for their support
during the year and to congratulate all of our employees for
their efforts in achieving such an excellent set of results.
We have made good progress in the year. Our markets are
always demanding but they offer considerable opportunity. 
MITIE people are focused on providing flexible, quality
services to our customers. I am confident that through our
determination to work together for our customers we will
achieve our goals and ensure a bright future.
Ian R Stewart  CHIEF EXECUTIVE FINANCE DIRECTOR’S REVIEW
12 MITIE GROUP PLC ANNUAL REPORT 2004
Turnover increased by 23.5% 
on continuing operations and
22.7% on total operations. Profit 
on ordinary activities before tax,
goodwill amortisation and
impairment* increased by 18.3%.
MCI
MITIE has a team of over 40
people supporting MCI at its UK
headquarters in Reading. The
range of services we supply has
grown steadily and now includes
maintenance, landscaping,
business services and security. 
Our support allows them to
concentrate on their business 
of telecommunication. In addition
to the buildings and car parks the
contract involves looking after a
lake and a nature reserve.
Working together to deliver results
Ruby McGregor-Smith
GROUP FINANCE DIRECTOR MITIE GROUP PLC ANNUAL REPORT 2004 13
Highlights
• Profit on ordinary activities before tax, goodwill
amortisation and impairment* up to £40.3 million
(18.3% growth)
• Profit on ordinary activities before tax up to £38.2 million
(20.1% growth)
• Net funds of £49.3 million down from £58.8 million
(16.1% reduction)
• Earnings per share (before goodwill amortisation and
impairment**) of 8.3p (14.1% growth)
• Earnings per share of 7.6p (16.9% growth)
Turnover
Total turnover increased by 22.7% to £694.5 million (2003:
£565.8 million). 
Profit on Ordinary Activities before Tax, Goodwill
Amortisation and Impairment*
Profit on ordinary activities before tax and goodwill
amortisation and impairment* was £40.3 million (2003:
£34.1 million), an increase of 18.3%. 
Also included in the profit for the year are integration costs of
£1.0 million relating to the acquisitions in the year. The net
profit margin before these integration costs and goodwill
amortisation and impairment*** was 6.0% (2003: 6.0%).
Goodwill
The increase in the goodwill amortisation charge to £2.2
million (2003: £1.2 million) reflects goodwill amortisation
on the acquisition of three companies in the year and the
acquisition of the minority shares in the businesses that
earned out during the year. 
In the previous year we reviewed the carrying value of the
investment in the MITIE Lindsay Ltd business and, as a
consequence, an impairment of £1.1 million was added to
the goodwill amortisation charge, resulting in an overall
charge of £2.3 million.
* See Group Profit and Loss Account for reconciliation
** See Note 7 for reconciliation of basic earnings per share
*** See Note 1 Segmental Analysis
Acquisitions
There were three acquisitions during the year. In July 2003 we
acquired Trident Safeguards Ltd (“Trident”) and Eagle Pest
Control Services UK Ltd (“Eagle”). In November 2003 we
acquired Executive Holdings Ltd (“Executive”). In each case we
have acquired 100% of the equity. Each of these businesses
has performed well since acquisition. In total, we have spent
£1.0 million on integrating these three businesses. Further
details of each acquisition are shown below.
TRIDENT SAFEGUARDS LIMITED
On 2 July 2003, the Group acquired Trident, a security
business. The consideration comprised an initial cash
payment of £8.4 million on completion and a further £1.0
million, which was paid in December 2003. Further
additional consideration will become due according to
future profitability, payable in cash and bank-guaranteed
loan notes. The additional consideration is split as follows:
• £2.0 million payable at any time between 2006 and
2010 if an agreed primary profit threshold is met.
• If the second profit threshold is exceeded then an
additional amount will become payable, with the total
consideration capped at £20.0 million.
EAGLE PEST CONTROL SERVICES UK LIMITED 
On 3 July 2003, the Group acquired Eagle, a pest control
business. The consideration comprised an initial cash
payment of £2.9 million with additional consideration
based on future profitability, also payable in cash as follows:
• £1.2 million payable at any time between 2008 and
2013 if an agreed profit threshold is met.
• If this profit threshold is exceeded then an additional
amount will become payable, with the total
consideration capped at £6.0 million.
EXECUTIVE HOLDINGS LIMITED
On 4 November 2003, the Group acquired Executive, a
security and cleaning business, for £10.0 million. Executive’s
audited accounts for the 52 weeks to 6 October 2003
showed turnover of £43.3 million (including discontinued
operations of £4.0 million) and operating profit before
amortisation of £0.6 million. There was limited benefit in
the current financial year, but targeted cost savings of at
least £1.3 million are expected in 2004/05. FINANCE DIRECTOR’S REVIEW
14 MITIE GROUP PLC ANNUAL REPORT 2004
Taxation
The tax charge for the year was £12.3 million, a rise of
20.7% on last year’s charge of £10.2 million. 
The effective tax rate is 32.2% (2003: 32.0%). The increased
level of goodwill amortisation, which is not allowable for
tax purposes, will continue to have an impact on our
effective tax rate in future years.
Interest
Interest income for the year increased to £1.7 million (2003:
£1.5 million).
Earnings Per Share
Earnings per share before goodwill amortisation and
impairment grew by 14.1% from 7.3p in 2003 to 8.3p this
year (see Note 7 for reconciliation to basic earnings per
share).
Earnings per share post-goodwill amortisation grew by
16.9% to 7.6p (2003: 6.5p).
Net Funds
Net funds fell £9.5 million during the year from £58.8
million to £49.3 million. The total cash outflow in the year
was £7.8 million (2003: inflow of £29.8 million):
• The Group has generated £43.9 million (2003: £48.5
million) from operating activities. 
• Tax paid in the year was £12.4 million (2003: £10.7
million) and net capital expenditure increased to £12.7
million (2003: £8.0 million). 
• In total we have spent £22.7 million on acquisitions of
subsidiaries, including £1.2 million of overdrafts
acquired. In the previous year we had a net inflow of
£6.6 million from acquisitions and disposals.
Pensions
The Group operates three defined benefit pension schemes
and a defined contribution scheme for its employees as
described in Note 26. The total pension charge for the year
was £4.5 million (2003: £3.3 million) with the defined
benefit schemes accounting for £3.6 million of this (2003:
£3.2 million).
The Group continues to apply SSAP 24 in accounting for
retirement benefits. The introduction of the accounting
standard FRS 17: Retirement Benefits has been delayed by
the Accounting Standards Board until 2005. The Group has
continued to apply the transitional rules and disclosures as
detailed in Note 26. At 31 March 2004, the actuary’s
estimate was that there was a net deficit of £5.0 million (2003:
£7.8 million) in relation to the defined benefit schemes.
The defined benefit schemes have a Minimum Funding
Requirement (“MFR”) cover of 115%. Contribution rates
remain at 7.5% (2003: 7.5%) for employees and at 10%
(2003: 10%) for the Group Scheme. 
Working together for a better investment MITIE GROUP PLC ANNUAL REPORT 2004 15
Treasury Policies
Treasury management: Group Treasury has responsibility
for managing and reducing financial risk and ensuring
sufficient liquidity is available to meet foreseeable needs. It
operates within policies and procedures approved by the
Board, which have not changed during the year. Borrowings
are arranged centrally by Group Treasury and made
available to operating subsidiaries on commercial terms.
The Board’s ongoing policy is to finance the Group through
retained earnings and borrowings. 
Interest rate risk: The Group’s exposure to interest rate
fluctuations is currently limited to the performance due to
our net funds position. A portfolio of AAA-rated funds,
money market deposits and corporate deposit accounts is
used to maximise returns from funds while minimising
overall exposure to any one financial institution. 
The maturity profile of banking facilities is reviewed
regularly and the facilities are extended and replaced as
appropriate, well in advance of their expiry.
Further details on financial assets and liabilities are given in
Note 15 to the Accounts.
Accounting Developments 
FRS5 Application Note G
The Group has adopted FRS 5 Application Note G during
the year as this is the first year for which it is applicable. It
is considered appropriate under this Application Note that
the Group now recognises revenue in respect of its
performance under contracts as they progress where, in
prior periods, revenue on certain contracts was only
recognised for contract work completed in the year. The
Directors do not consider that the effect of implementing
the Application Note is material in either period, with the
consequence that the prior-year Profit and Loss Account has
not been restated. Where appropriate, contract work in
progress, amounts recoverable on contracts and trade
debtors have been restated in respect of the prior-year in
order to make them comparable with the classifications
being used this year. 
International Financial Reporting Standards
The introduction of International Financial Reporting
Standards will impact the Group financial statements for
the year ended 31 March 2006. Work has been undertaken
during the year in preparation for this transition to identify
the main areas of change, assess the impact that adoption
will have and to determine and initiate the work necessary
to meet reporting requirements under the new standards.
Pending the results of our implementation work, the main
areas of impact on the Group financial statements are
expected to be in the accounting treatment of defined
benefit pension schemes and of goodwill. The Group
anticipates being able to give a further update to
Shareholders later in 2004.
Ruby McGregor-Smith  GROUP FINANCE DIRECTOR CORPORATE SOCIAL 
RESPONSIBILITY
16 MITIE GROUP PLC ANNUAL REPORT 2004
One of our key objectives is to
make a positive impact on the
communities in which we live and
work. MITIE recognises that our
actions can make a difference
and we are committed to acting
responsibly to our people, the
environment and the wider
community. 
MITIE provides on-site planned 
and reactive maintenance to
mechanical, electrical and fabric
services. These include a wide
range of state-of-the-art
equipment such as computerised
emergency lighting control,
security surveillance equipment
and the spectacular futuristic
glass roof and façade. The team
adopts a flexible working
approach to servicing over 
150 retail units and public areas
with a constant flow of visitors.
Bull Ring Birmingham
Working together for the environment MITIE GROUP PLC ANNUAL REPORT 2004 17
People
We want all of our employees to have the opportunity to
maximise their potential. In order to achieve this we adopt
robust Human Resources policies and procedures that are
fair and inclusive.
We recruit, train and retain quality people by adopting best
practice in every phase of the employment life-cycle.
MITIE is an Investor in People. IiP provides us with a
benchmark for communicating with and developing our
people throughout their career with us. Structured
induction programmes are in place across the Group and all
employees are given regular opportunities to discuss their
performance with their line manager.
Current training programmes in place across MITIE range
from Craft Apprenticeships to an MBA Programme. We
provide in-house training in the areas of Health & Safety,
Employee Relations and Management Development. 
During the year more than 80 managers participated in the
four levels of Management Development Programme that
are available:
• Institute of Leadership and Management, Certificate in
Management
• Chartered Management Institute, Diploma in
Management
• Business Leadership Programme
• Master of Business Administration (MBA)
Managers are encouraged to develop continually their
leadership and motivation skills so that they are competent
to build teams and develop individuals.
We support our people with a proactive HR strategy. We
spend a lot of time evaluating skills and potential for the
future. Succession plans are put in place across the business
to ensure that we will have the appropriate skills in place in
order to meet MITIE’s future challenges. 
Ethics
MITIE operates according to business values and principles
that guide the Company and its employees. 
We have a Code of Ethics that is communicated to our
employees and is displayed on the Group’s website. We have
a responsibility to all of the groups with whom we interface:
employees, customers, suppliers, investors, competitors and
the wider community. We have a duty to act responsibly
and to show appropriate levels of care in delivering quality
services. Our reputation and the trust and confidence of the
people with whom we deal are among our most important
assets. The protection of these assets is highly important.
MITIE maintains the highest standards of professionalism,
integrity, openness, honesty and diligence.
MITIE adopts the highest ethical standards when we do
business and we will not allow any behaviour that is not in
accordance with our Code of Ethics. The Board regularly
reviews this code as well as our ethical performance.
MITIE employees are made aware of this code and our aim
is to create an atmosphere in which employees feel able to
voice concerns about behaviour or decisions that they
perceive to be unethical. 
Health and Safety
The success of the business relies on the suitability and
availability of our employees. We therefore take seriously
our responsibility for managing and maintaining their
health and safety. 
While Board-level responsibility for health and safety rests
with the Chief Executive, the MITIE systems ensure
responsibility exists throughout all of the MITIE businesses.
All subsidiary company directors have received appropriate
training in health and safety in order to meet their
responsibilities. They are supported by specialist safety
advisors who are either company or regionally based. 
In particular, during the year we have made improvements
to our Accident Reporting database. As a result, we now have
a better claims management and accident investigation ability. 
MITIE companies will occasionally engage the services of a
specialist subcontractor. We manage these using the
Contractor Health and Safety Assessment Scheme, coupled
with close review of their performance. 18 MITIE GROUP PLC ANNUAL REPORT 2004
Environment
Board-level responsibility for the Environment sits with the
Chief Executive, who receives appropriate support and advice
from MITIE’s Head of Health, Safety and Environment.
We endeavour to identify all of our environmental impacts
and, wherever possible, manage them. During 2002/03 we
carried out an initial exercise to identify where and what our
impacts were. That exercise identified greenhouse gas
emissions, primarily related to our vehicle fleet, as being our
most significant impact. We monitor the level of CO 2
emissions that our vehicle fleet produces and we have seen
a reduction during the period under review.
Community
In the year under review, MITIE’s Charities of the Year were
the NSPCC and Children 1st in Scotland. We selected these
charities because we felt that their focus on helping children
matched our goal of providing opportunities for people to
fulfil their potential. 
A wide range of fundraising activities has taken place across
the country, promoted by MITIE charity champions. The
activities ranged from quiz nights, Christmas fundraisers,
parachute jumps, marathons, mobile phone and computer
sales to dress down days and horse racing events. The most
notable fundraiser was performed by Anj Moorhouse from
Cleaning who was part of a sponsored expedition to climb
Mount Kilimanjaro in Tanzania.
In addition to our national work on behalf of the NSPCC
there have been several local initiatives. These include our
Scottish employees raising money for the neurosurgery
department of South Glasgow University Hospital, our
Property Services business in Colchester decorating the
Keats Way aged persons scheme in Wickford in conjunction
with Thurrock and Basildon College, and our sponsorship of
Stoke Lane AFC, a community junior football club in Bristol.
Wherever possible we encourage our people to get involved
with their community.
Anj Moorhouse’s inspirational
determination to achieve her 
goals of climbing Mount
Kilimanjaro and of fundraising for
the NSPCC was key to her
success. Her love of challenges
and adventure, coupled with her
selflessness and spirit, helped to
raise over £16,000 for charity.
Achieving your goals MITIE GROUP PLC ANNUAL REPORT 2004 19
David C Ord
*†‡
NON-EXECUTIVE CHAIRMAN
Aged 55, he was appointed to the Board in October 2002
and became Chairman on 25 September 2003. He is also
Managing Director of The Bristol Port Company.
Sir John Jennings CBE, FRSE*†‡ 
NON-EXECUTIVE DEPUTY CHAIRMAN, CHAIRMAN OF
THE NOMINATION COMMITTEE AND SENIOR
INDEPENDENT NON-EXECUTIVE DIRECTOR
Aged 67, he became a Director in 1998 and is a member of
the International Advisory Boards of the Bechtel and Toyota
Corporations, a Director of Bechtel Group International and
Chancellor of Loughborough University. He was previously
Chairman of the Shell Transport and Trading Company plc.
Manish J Chande
*†‡
NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE
REMUNERATION COMMITTEE
Aged 48, he was appointed to the Board in July 2002. Chief
Executive of Mountgrange Capital plc. He is also Chairman
of National Car Parks Ltd and a Director of Property Fund
Management Plc. He was previously Chief Executive of
Land Securities Trillium Ltd and a board member of Land
Securities plc.
Cullum McAlpine
*†
NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE
AUDIT COMMITTEE
Aged 57, he was appointed to the Board on 1 April 2003. He
is also a Director of Sir Robert McAlpine Ltd and Chairman
of Renewable Energy Systems Ltd.
* Member of the Remuneration Committee
† Member of the Audit Committee
‡ Member of the Nomination Committee
Ian R Stewart 
CHIEF EXECUTIVE
Aged 62, he was appointed to the Board in January 1990 and
became Chief Executive in August 2001.
Ruby McGregor-Smith ACA 
GROUP FINANCE DIRECTOR
Aged 41, she joined the Group and was appointed to the Board
in December 2002. She was previously at Babcock International
Group plc and Serco Group plc.
Colin S Acheson 
DIRECTOR RESPONSIBLE FOR ENGINEERING SERVICES
Aged 53, he joined the Group in December 1989 and was
appointed to the Board in August 2001. He is also a Director
of The Platform Company (Holdings) Ltd and The Platform
Company (UK) Ltd.
N Roger Goodman 
GROUP CORPORATE DEVELOPMENT DIRECTOR
Aged 57, he joined the Group in June 1993 and was appointed
to the Board in August 2001.
Colin S Hale 
HEAD OF SUPPORT SERVICES
Aged 47, he joined the Group in April 1998 and was appointed
to the Board in August 2001.
Bill Robson 
DIRECTOR RESPONSIBLE FOR PROPERTY SERVICES
Aged 53, he joined the Group in January 1992 and was
appointed to the Board in August 2001.
BOARD OF DIRECTORS 20 MITIE GROUP PLC ANNUAL REPORT 2004
DIRECTORS’ REPORT
as at 31 March 2004
The Directors submit their Report together with the audited financial statements for the year ended 31 March 2004.
Principal Activity
The principal activity of the Group is the provision of services to buildings and infrastructure.  The principal activity of the Company is to
provide management services to the Group.
Results and Dividends
The Group profit on ordinary activities before tax amounted to £38.2 million (2003: £31.8 million), which, after tax and minority interest,
gives profits attributable to Shareholders of £23.4 million (2003: £19.5 million).  The Directors recommend a final dividend of 1.4p per share,
which, together with the interim dividend of 1.1p per share paid on 31 March 2004, results in a total dividend of 2.5p (2003: 1.9p) per share.
If approved, the final dividend will be paid on 30 September 2004 to those Shareholders registered on 3 September 2004.  The retained profit
for the year is £15.5 million (2003: £13.7 million).
The reviews of the year’s operations and future developments are contained in the Chairman’s Statement, the Chief Executive’s Statement and
the Finance Director’s Review. 
Donations
Charitable contributions made during the year amounted to £36,415 (2003: £13,930).  As a matter of policy, no political contributions were
made during the year (2003: £Nil).
Share Capital
Details of changes in the share capital during the year and the number of Ordinary Shares in issue at the year-end are given in Note 17 to the
Accounts.
Directors
Details of the Board of Directors are given on page 19.
Cullum McAlpine was appointed a Non-Executive Director on 1 April 2003.  David C Ord, already a Non-Executive Director, was appointed
Chairman on 25 September 2003.
Donald C Macpherson retired as a Non-Executive Director on 31 October 2003.
David M Telling stood down as Executive Chairman on 25 September 2003 and resigned as a Non-Executive Director on 10 October 2003.
N Roger Goodman, Colin S Hale and Bill Robson retire by rotation and, being eligible, offer themselves for re-appointment at the Annual
General Meeting. 
Details of the Directors’ interests in the share capital of the Company are shown in the Directors’ Remuneration Report.
Going Concern
The Directors have formed a judgement that there is a reasonable expectation that the Company 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
Accounts.
Payment of Creditors
The Group’s policy is to comply with the terms of payment agreed with suppliers. Where terms are not negotiated, the Group endeavours to
adhere to the suppliers’ standard terms.  At 31 March 2004, the Company had 3 days’ purchases outstanding (2003: 42 days).
Other Interests in Shares
The Company has been notified of the following interests in 3% or more of the issued share capital of the Company as at 3 June 2004:
% OF SHARE
CAPITAL
14.18
10.12
4.07
NUMBER OF
ORDINARY SHARES
OF 2
1
/2P EACH
43,859,225
31,313,080
12,578,037
Fidelity Corp. and Fidelity International Ltd
Prudential plc
Aviva plc MITIE GROUP PLC ANNUAL REPORT 2004 21
DIRECTORS’ REPORT
as at 31 March 2004
Employee Involvement
The Group offers equal opportunities to all applicants for employment whatever their sex, race or religion.  Disabled persons are considered for
employment, training, career development and promotion on the basis of their aptitudes and abilities in common with all employees,
providing the disability does not make the particular employment impractical, or the employee is unable to conform to the stringent
regulations that apply to the operations of the trading companies.
The Directors acknowledge the importance of good communications and employee relationships.  In each trading company, there is a direct
relationship between the Managing Director and individual employees of the company.  In these conditions, complex consultative procedures
are seldom required to ensure that there is an understanding of the purpose of the business and the commercial realities of success.
The Directors believe that employees should be encouraged to become Shareholders.  The Savings Related Share Option Schemes, established
in 1991 and 2001, currently have a total of 1,828 contributing employees.   
Auditors
On 1 August 2003 Deloitte & Touche, the Company’s auditors, transferred their business to Deloitte & Touche LLP, a limited liability
partnership incorporated under the Limited Liability Partnerships Act 2000.  The Company’s consent was given to treating the appointment of 
Deloitte & Touche as extending to Deloitte & Touche LLP with effect from 1 August 2003 under the provisions of Section 26(5) of the
Companies Act 1989.  A Resolution to re-appoint Deloitte & Touche LLP, who have expressed their willingness to continue in office as
auditors, as the Company’s auditors will be proposed at the forthcoming Annual General Meeting.
Annual General Meeting
The Annual General Meeting will be held at 12 noon on Thursday, 29 July 2004 at The Merchants’ Hall, The Promenade, Clifton Down,
Bristol.
The Resolutions to be proposed at the Annual General Meeting are contained in the Notice of Meeting.
Resolution 8 renews the Directors’ authority to allot new Ordinary Shares, not exceeding 5% of the issued share capital, for cash without first
being required to offer them to existing Shareholders in the proportion of their holdings.
Resolution 9 renews the Company’s authority to purchase its own shares, not exceeding 10% of the issued share capital.  The Directors would
only exercise this authority if satisfied that to do so would result in an increase in the Group’s earnings per share and would be in the interests
of Shareholders generally.  
Statement of Directors’ Responsibilities
United Kingdom company law requires the Directors to prepare financial statements that give a true and fair view of the state of affairs of the
Company and the Group as at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial
statements the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent; and
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the
financial statements.
The Directors have responsibility for ensuring that the Company keeps accounting records that disclose with reasonable accuracy the financial
position of the Company and that enable them to ensure that the financial statements comply with the Companies Act 1985.  The Directors
also have general responsibility for the system of internal controls, for taking such steps as are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities.
This Report was approved by the Board of Directors on 4 June 2004 and signed on its behalf.
Corina K Ross
Company Secretary 22 MITIE GROUP PLC ANNUAL REPORT 2004
DIRECTORS’ REMUNERATION REPORT
This Report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002, which introduced new statutory
requirements for the disclosure of Directors’ remuneration in respect of periods ending on or after 31 December 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 Directors’ Remuneration Report and
to state whether in their opinion that part of the Report has been properly prepared in accordance with the Companies Act 1985 (as amended
by the Regulations).  The Report has therefore been divided into separate sections for audited and unaudited information.
Information Not Subject to Audit
Remuneration Committee
The Committee consists of four of the Company’s Non-Executive Directors, Manish J Chande (Chairman), Cullum McAlpine, Sir John
Jennings, and David C Ord.  Donald Macpherson was a member and Chairman of the Committee until shortly prior to his retirement on
31 October 2003. The Committee consults the Chief Executive about its proposals and has access to professional advice from outside the
Company. During the year, the Committee did not receive any material assistance from any external professional advisers.  
Remuneration Policy
The basic salaries and other benefits of the Executive Directors are determined by the Committee in the light of the need to attract, retain and
motivate Directors of the calibre needed and to reward them for enhancing value to Shareholders.  The Committee has regard to executive
remuneration packages of similar jobs in comparative groups of companies.  There are no current plans to significantly alter this package for
future years.
Executive Directors are entitled to accept appointments outside the Company, provided permission is sought from the Chief Executive.
Components of Remuneration
Components of remuneration are:
• Basic salary determined by the Committee and reviewed annually on 1 April.
• Performance-related bonus based on improvements in Group and/or Discipline profits.
• Pension contributions through membership of the Company’s pension scheme. Basic salary alone is pensionable.
• Executive share options and opportunities to invest in subsidiary companies for Ruby McGregor-Smith who joined the Group relatively
recently.
Contracts of Service
All Executive Directors have contracts with an indefinite term, providing for a maximum of one year’s notice.  There are no provisions for
compensation payable upon early termination in the Directors’ contracts.
Non-Executive Directors’ Remuneration
The remuneration of Non-Executive Directors is determined by the Board and reflects the knowledge and experience that they bring to the
Group.  They do not participate in the Company’s bonus or share schemes.  They are appointed under fixed-term agreements and are not
members of the Company pension scheme; nor do they receive taxable benefits in kind. 
Sir John Jennings’, Manish J Chande’s and David C Ord’s remuneration comprises shares in MITIE Group PLC at the market value on the issue
date.  Cullum McAlpine’s remuneration comprises an annual fee, which he has elected to waive for this and subsequent years until further
notice.
Performance Graph – MITIE’s TSR vs FTSE Mid 250 index
The following graph shows the Company’s performance, measured by total shareholder return ("TSR"), compared with the performance of the
FTSE Mid 250 index over the past five years. The Committee believes that this comparison provides a clear picture of how well the Company
has performed relative to a range of companies of a comparable size.
TSR is defined as the return Shareholders would receive if they held a notional number of shares and received dividends on those shares over a
period of time. It measures the percentage growth in the Company’s share price, together with the value of any dividends paid, assuming that
the dividends are re-invested in the Company’s shares.
Source: Datastream
Date
Index
250
200
150
100
50
0
31.03.99
30.09.99
31.03.00
30.09.00
31.03.01
30.09.01
31.03.02
30.09.02
31.03.03
30.09.03
31.03.04
MITIE
FTSE 250 MITIE GROUP PLC ANNUAL REPORT 2004 23
DIRECTORS’ REMUNERATION REPORT
Information Subject to Audit
Remuneration
The table below provides details of Directors’ remuneration paid to or receivable by each person who served as a Director at any time during
the year. 
(i) C S Acheson waived his entitlement to bonus in this and the previous year.  Under his contract of service he was entitled to £22,500
(2003: £28,263).
(ii) R McGregor-Smith’s remuneration for 2003 was for the period from her appointment on 2 December 2002 until 31 March 2003.
(iii)Fees to third parties comprise amounts paid or payable to Mountgrange Limited of £18,375, David Ord Limited of £50,198 and
J S Jennings Limited of £49,000 under agreements to provide the Group with the services of M J Chande, D C Ord and Sir John Jennings
respectively. These agreements require the Directors to attend all meetings as notified by the Group, to serve on the Audit, Nomination
and Remuneration Committees as the Group may request and to carry out such additional functions as the Group may require.
(iv) C McAlpine has formally waived his entitlement to fees for this year and for the foreseeable future.  In recognition of this fact, MITIE
Group PLC has made contributions to charity totalling £15,000 during the year.
2003
TOTAL
£’000
493
175
255
246
85
263
324
329
11
35
-
13
18
15
2,262
2004
TOTAL 
£’000
542
176
226
559
303
246
174
-
18
49
-
50
14
-
2,357
PENSIONS
£’000
50
10
10
10
10
10
29
-
-
-
-
-
-
-
129
BENEFITS
£’000
28
16
16
16
16
16
13
-
-
-
-
-
-
-
121
PERFORMANCE
RELATED BONUSES 
£’000
214
-
50
383
127
70
-
-
-
-
-
-
-
-
844
BASE SALARY/FEES 
£’000
250
150
150
150
150
150
132
-
18
49
-
50
14
-
1,263
DATE OF LATEST
CONTRACT
1 April 2003
1 April 2003
1 April 2003
1 April 2003
1 April 2003
1 April 2003
Executive Directors
I R Stewart
C S Acheson (i)
N R Goodman
C S Hale
R McGregor-Smith (ii)
W Robson
Former Executive Directors
D M Telling (former Chairman)
P A Kilduff
Non-Executive Directors
M J Chande (iii)
Sir John Jennings (iii)
C McAlpine (iv)
D C Ord (iii) (Chairman)
Former Non-Executive
Directors
D C Macpherson
N F Swiffen
Total 24 MITIE GROUP PLC ANNUAL REPORT 2004
DIRECTORS’ REMUNERATION REPORT continued
Pensions
D M Telling was a member of a money purchase scheme and the Company’s contributions to this scheme were £29,167 (2003: £50,000).
The pension benefit of Directors who are members of the MITIE Group PLC defined benefit scheme is set out below:
The following table sets out the transfer value of the Directors’ accrued benefits under the defined benefit scheme calculated in a manner
consistent with "Retirement Benefit Schemes – Transfer Values (GN11)" published by the Institute of Actuaries and the Faculty of Actuaries.
The transfer values disclosed above do not represent a sum paid or payable to the individual Director.  Instead they represent a potential
liability of the pension scheme.
*This includes £112,275 where I R Stewart transferred amounts in from another scheme. 
TRANSFER VALUE
31 MARCH 2004
£’000
1,445
267
186
64
8
181
REAL INCREASE IN
ACCRUED PENSION
(NET OF
CONTRIBUTIONS)
£’000
310
3
9
2
-
5
INCREASE IN
ACCRUED PENSION
OVER THE YEAR (NET
OF CONTRIBUTIONS)
£’000
562*
105
70
24
8
74
CONTRIBUTIONS
MADE BY THE
DIRECTOR
£’000
19
7
7
7
7
7
TRANSFER VALUE
31 MARCH 2003
£’000
864
155
109
33
-
100
I R Stewart
C S Acheson
N R Goodman
C S Hale
R McGregor-Smith
W Robson
ACCRUED PENSION
31 MARCH 2004
£’000
98
30
16
10
2
20
REAL INCREASE IN
ACCRUED PENSION
£’000
22
1
1
2
2
1
INCREASE IN
ACCRUED PENSION
DURING THE YEAR
£’000
24
2
2
2
2
2
ACCRUED PENSION
31 MARCH 2003
£’000
74
28
14
8
-
18
I R Stewart
C S Acheson
N R Goodman
C S Hale
R McGregor-Smith
W Robson MITIE GROUP PLC ANNUAL REPORT 2004 25
DIRECTORS’ REMUNERATION REPORT
Directors’ Interests
The beneficial interests of the Directors who were in office on 31 March 2004 in the share capital of the Company are as shown below:
Directors also had beneficial interests in the capital of subsidiary companies as follows:
On 8 March 2004, MITIE Group PLC acquired the remaining minority interest in MITIE Security (Southern) Ltd, including the interests of the
Director shown above, for a nominal sum.
1 APRIL
2003
No.
3,500
-
8,333
2,500
31 MARCH
2004
No.
3,500
10,000
8,333
-
B Ordinary Shares of 1p each
B Ordinary Shares of £1 each
B Ordinary Shares of £1 each
B Ordinary Shares of 1p each
R McGregor-Smith
MITIE Business Services Ltd  
MITIE Services (Retail) Ltd
N R Goodman
MITIE Catering Services Ltd 
MITIE Security (Southern) Ltd
1 APRIL 2003
OR LATER DATE OF
APPOINTMENT
ORDINARY SHARES 
OF 2
1
/2p
No.
4,992,872
1,423,100
1,949,213
2,396,134
9,353
2,314,713
67,669
27,508
1,230,567
-
31 MARCH 2004
ORDINARY SHARES
OF 2
1
/2p
No.
4,992,872
1,173,100
1,543,213
2,041,134
9,353
1,814,713
138,957
42,508
1,270,567
-
Executive Directors
I R Stewart
C S Acheson
N R Goodman
C S Hale
R McGregor-Smith
W Robson
Non-Executive Directors
D C Ord
M J Chande
Sir John Jennings
C McAlpine 26 MITIE GROUP PLC ANNUAL REPORT 2004
DIRECTORS’ REMUNERATION REPORT continued
Directors’ Interests continued
Since 31 March 2004, Directors acquired beneficial interests in the share capital of subsidiary companies as follows:
Directors also had interests in share options as follows:
The share options stated above were granted under the MITIE Group PLC Executive Share Option Scheme 2001. (i) Granted under the
Approved Part of the Scheme. (ii) Granted under the Unapproved Part of the Scheme.
The performance criterion for the Scheme that must be met requires a percentage growth in the Company's earnings per share equal to or in
excess of 10% per annum compound over the period from the date of grant of the option to the date on which the option first becomes
exercisable.  The performance criterion selected is no different for the Director than for any other member of the Scheme.
No payment was made for the grant of the options and there have been no variations to the terms and conditions or performance criterion for
share options since the grant date.
The market price of Ordinary Shares of 2
1
/2p each at 31 March 2004 was £1.18 and the highest and lowest prices during the year were 
£1.38 and £1.00 respectively.
Other than as stated above, no other changes in Directors’ interests have taken place since 1 April 2004 and no options have been granted to
any Director since 1 April 2004.
Manish J Chande
Chairman, Remuneration Committee
EXPIRY
DATE
9.8.13
9.8.13
DATE
EXERCISABLE
9.8.06
9.8.06
EXERCISE
PRICE
£
1.32
1.32
OPTIONS
OUTSTANDING
AT 
31 MARCH 2004
22,700
77,300
EXERCISED
DURING
THE YEAR
-
-
LAPSED
DURING
THE YEAR
-
-
GRANTED
DURING
THE YEAR
22,700
77,300
OPTIONS
OUTSTANDING
AT 
1 APRIL 2003
-
-
R McGregor-Smith
(i)
(ii)
1 APRIL
2003
No.
-
-
-
-
-
-
31 MARCH
2004
No.
1,750
1,500
2,000
3,300
1,500
5,000
B Ordinary Shares of £1 each
B Ordinary Shares of £1 each
B Ordinary Shares of £1 each
B Ordinary Shares of £1 each
B Ordinary Shares of £1 each
B Ordinary Shares of £1 each
R McGregor-Smith
MITIE Industrial Cleaning (North) Ltd
MITIE Engineering Services (North East) Ltd
MITIE Engineering Services (Edinburgh) Ltd
MITIE Landscape (Northern) Ltd
MITIE Engineering Services (West Midlands) Ltd
MITIE Catering Services (London) Ltd MITIE GROUP PLC ANNUAL REPORT 2004 27
CORPORATE GOVERNANCE
The Board adopts an effective system of Corporate Governance to fulfil the Group’s corporate responsibilities and the achievement of its
financial objectives.
This statement, together with the Directors’ Remuneration report on pages 22 to 26, explains the manner in which the Board of MITIE Group
PLC has applied the principles of good governance and the code provisions prepared by the Committee on Corporate Governance chaired by
Sir Ronald Hampel and published in June 1998 (the "Hampel Code").
It is the policy of the Board of MITIE Group PLC to manage its affairs in accordance with these principles and provisions and achieve the
highest standards of Corporate Governance.
Board and Committee Structure
Board of Directors
The Board of MITIE Group PLC currently comprises six Executive and four Independent Non-Executive Directors.  Their biographical details,
shown on page 19, demonstrate the range of experience, skill, and independent judgement they each bring to the Board.
As mentioned elsewhere in this report, David Telling resigned as Chairman on 25 September 2003 with David Ord, an Independent 
Non-Executive Director, taking over the Chairmanship.  The Board considers that the appointment of the Chairman from the existing Board
members provides the stability and consistency required to run the Board effectively.  This appointment was recommended by the Nomination
Committee and approved by the full Board.
During the year the Senior Independent Non-Executive Director, Donald Macpherson, retired.  Sir John Jennings was appointed as 
Senior Independent Non-Executive Director in his place.
A new Independent Non-Executive Director, Cullum McAlpine, was appointed on 1 April 2003 to add to the Group’s complement of
Independent Non-Executive Directors.  This appointment was made on the recommendation of the Nomination Committee resulting from its
ongoing review of the balance of the Board.  Due regard was given to Mr McAlpine’s skills and experience, as well as his other commitments,
when considering his appropriateness for the position. 
Each new Director receives papers that include a copy of MITIE Group PLC’s Memorandum and Articles of Association, various Committee
terms of reference, and copies of recent Board minutes and supporting papers.  New Directors are formally introduced to the Board as a whole
and invited to visit any number of sites and operations to help familiarise themselves with the Group’s business.  
Any Director, on appointment and throughout their service, is entitled to receive any training they consider necessary to enable them to fulfil
their responsibilities effectively.  This is at the Group’s expense.  All Directors are appointed by the Board as a whole and after
recommendations from the Nomination Committee have been received.  All new Directors are subject to re-election by the Shareholders at the
first Annual General Meeting after their appointment.  One third of the Board is subject to re-election each year, ensuring that, based on the
current Board composition, all Directors will have been subject to re-election over a three year period.  This is in accordance with the
Company’s Articles of Association.  
None of the Executive Directors has service contracts with notice periods greater than twelve months.  The Executive Directors’ service
contracts and Non-Executive Directors’ fixed-term agreements are available for inspection at the Company’s Registered Office and the Head
Office.
All Non-Executive Directors are considered to be independent of management and free from any business or other relationships that could
materially interfere with the exercise of their independent judgement.  The criteria used by management for determining independence are in
accordance with the criteria detailed in the revised Combined Code on Corporate Governance issued by the Financial Reporting Council in
July 2003.  The Board does not consider Non-Executive Director shareholdings to impinge upon their independence.  Indeed, such
shareholdings not only ensure that the Non-Executive Directors’ interests are aligned with those of Shareholders, but are also in keeping with
the whole ethos of the MITIE Group. 
There is a clear division of responsibility between the Chairman, who is responsible for the running of the Board, and Chief Executive, who is
responsible for the running of the Group in accordance with the authority delegated by the Board.  This ensures that there is a balance of
power and authority such that no one individual has unfettered powers of decision. 28 MITIE GROUP PLC ANNUAL REPORT 2004
CORPORATE GOVERNANCE continued
The Board met seven times during the year for regular Board meetings.  In addition to these regular Board meetings, there were a number of
additional meetings to deal with specific matters.  The Chairman met the Non-Executive Directors on several occasions during the year
without the Executive Directors being present.
There is a formal schedule of matters reserved for the Board’s decision, which includes strategy and performance, acquisitions, capital
expenditure and the safeguarding of the assets of the Group.
At least a week before each Board meeting, each Director is supplied with an agenda and sufficient supporting papers that provide the
appropriate information required for the Directors to properly discharge their duties.  Included within these papers are detailed results for each
of the Group’s operating disciplines, as well as on an overall basis.  Other papers include a treasury report detailing the cash position across the
Group and proposals regarding future potential acquisitions, disposals, start-ups or restructurings.  The monthly financial results and analyses
are circulated in months where no Board meeting is held.
The Board constantly reviews the quality, nature and presentation of information provided and requests changes where the Directors feel such
changes will offer information that is more appropriate. 
All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures and
applicable rules and regulations are observed, including advising on all governance matters.  If necessary the Directors are able to seek
independent professional advice at the Group’s expense, although no advice has been sought to date.
To ensure that undue reliance is not placed on a particular Director or Committee member, no individual Director is Chairman of more than
one Committee.
Executive Committee
The Executive Committee met on a regular basis during the year.  In addition to these formal meetings the Committee members were in
regular communication and met less formally on a number of other occasions.  The Committee is responsible for the overall day-to-day
management of the business.  Its current members are the Executive Directors of MITIE Group PLC and it is chaired by the Chief Executive.
Audit Committee
The Audit Committee comprises all four Non-Executive Directors, including the Non-Executive Chairman and the Senior Independent Non-
Executive Director.  The Committee met three times during the year to examine and consider matters relating to the affairs of the Group.
These matters included the review and examination of the Group’s Annual Report and Accounts, the internal financial control procedures in
place for controlling the Group’s business, and compliance with accounting standards and generally accepted accounting principles.  In
particular, the Committee focuses on any changes in accounting policy and practices, major judgemental areas, significant adjustments or
problems resulting from the statutory audits, and the going concern assumption.  
The Committee is also responsible for considering among other things the fees, nature and scope of work, effectiveness and independence of
the Group’s external Auditors as well as their appointment, re-appointment and removal as necessary.  The external Auditors and the
Company have regular dialogue concerning matters of independence and a report is made formally to the Audit Committee on this matter at
least once a year.  When appropriate the external Auditors provide non-audit services to the Group and independence matters are given careful
consideration prior to their appointment.  The Group is looking to broaden the range of service providers in this area, but will always appoint
those who offer the best service to the Group and who are best placed to advise the Group.  In addition, the independence of the external
Auditors is further safeguarded by the internal controls within Deloitte & Touche LLP regarding the segregation and nature of the services
being provided.
The terms of reference of the Committee are available from the Company Secretary on request.
Detailed presentations to the Committee are made, on request, by the Group’s internal risk management department.  However, reports are
always submitted to the Committee to update its members on the department’s activities.  This helps the Committee assess the effectiveness of
the Group’s internal control systems and the internal risk management department itself.  The Committee has reviewed and approved the
internal audit plan for the year ending 31 March 2005.  
The Group’s external Auditors normally attend the Audit Committee meetings and, at the request of the Committee, the Group Finance
Director and other senior executives from the Group will also attend.  The Committee has access to the external Auditors’ advice, and that of
other independent professional advisors, without the presence of the Executive Directors if it considers this necessary. MITIE GROUP PLC ANNUAL REPORT 2004 29
CORPORATE GOVERNANCE
Remuneration Committee
The Remuneration Committee comprises all four Non-Executive Directors.  They usually meet at least twice a year and met five times during
the year under review.  The Committee makes recommendations to the Board on the Group’s framework of executive remuneration and
determines on its behalf specific remuneration packages for each of the Executive Directors.  Advice is sought from external remuneration
consultants as and when considered necessary.  The terms of reference of the Committee are available from the Company Secretary on request.
Nomination Committee
The Nomination Committee comprises three Non-Executive Directors and is chaired by the Senior Independent Non-Executive Director. The
Committee is responsible for monitoring the balance and composition of the Board to ensure that it contains the necessary skills, knowledge
and experience to properly discharge its duties.  The Committee also makes recommendations to the Board on new Board appointments, after
considering the job specification and the candidate’s specific skills, experience and other commitments, succession planning and any
adjustments to the Board’s balance and composition considered necessary.  The terms of reference of the Committee are available from the
Company Secretary on request.
The Committee usually meets at least once a year with additional meetings taking place as and when requested by any Committee member.
The Committee met once during the year under review.  
Meeting Attendance
All Directors are encouraged to attend all meetings of all the Committees of which they are members and it is recognised by the Board that
they make every effort to do so, rarely missing a meeting.  Current Directors’ combined actual attendance at regular Board and Committee
meetings is shown in the following table: 
Shareholder Communications
The Group is committed to maintaining an ongoing relationship with institutional and private Shareholders and welcomes such dialogue.
Formal presentations are made to institutional investors and analysts twice a year after the release of the interim and final results.  Individual
requests for meetings are usually satisfied by the Chief Executive and Group Finance Director.  Other Directors, including the Non-Executive
Chairman, are available to Shareholders on request.  The Senior Independent Non-Executive Director is available if Shareholders have concerns
that they believe are not being addressed by the Executive Directors or the Chairman. 
Principal channels of communication with investors continue to be through news announcements, the publication of the Interim Report and
Annual Report and Accounts, and the Group’s website (www.mitie.co.uk).  Both institutional and private investors are welcomed at the Annual
General Meeting.
POSSIBLE
MAXIMUM
16
10
10
10
10
10
10
17
17
12
ACTUAL MEETING
ATTENDANCE
14
10
10
9
10
9
10
17
16
10
DIRECTOR
David C Ord
Ian R Stewart
Colin S Acheson
N Roger Goodman
Colin S Hale
Ruby McGregor-Smith
Bill Robson
Sir John Jennings
Manish J Chande
Cullum McAlpine 30 MITIE GROUP PLC ANNUAL REPORT 2004
CORPORATE GOVERNANCE continued
Directors’ Remuneration
The Directors’ Remuneration Report on pages 22 to 26 includes details of the remuneration policy and of the remuneration of the Directors.
Internal Control
The Directors are responsible for the Group’s systems of internal control, including financial, operational and compliance controls, and risk
management systems.  The Directors are also responsible for regularly reviewing the effectiveness of these systems.  These systems have been
designed to meet the Group’s particular needs and aim to safeguard Group assets, ensure that proper accounting records are maintained and
that the financial information used within the business and for publication is reliable. 
Any such systems of internal control are designed to manage rather than eliminate the risk of failure to achieve business objectives and can
only provide reasonable, but not absolute, assurance against material misstatement and loss.
The Board confirms that there is a continuing process for identifying, evaluating and managing significant risks faced by the Group and that
this process has been in place for the year under review and up to the date of approval of the Annual Report and Accounts.
A review of the operation and effectiveness of this framework has also been undertaken and was performed in accordance with the Turnbull
guidance.
Key features of the current system of internal control are discussed below.  In addition, Directors continue to take steps to embed internal
control and risk management further into the operations of the business and to deal with areas of improvement that come to management’s
and the Board’s attention.  The review process adopted by the Board includes the following:
Group Organisation and Culture
By its statements and actions, the Board emphasises a culture of integrity, competence, fairness and responsibility.  The Board focuses mainly
on strategic issues, senior management and financial performance. The Executive Committee concentrates on the formulation of strategic
proposals to the Board and operational decision making.  The individual operating companies’ Managing Directors manage their businesses
with the support of senior management. 
Information Systems
There is a comprehensive system of reporting to the Board, based on an annual budget prepared in line with the business plan, half-yearly
forecasts and regular reporting of operating results.  Key operational performance indicators are continuously monitored by the Executive
Directors and senior management.
Individual Company Controls
Each operating Company regularly reviews its risk profile using a common strategic risk framework.  Early warning mechanisms, together with
the system for reducing the risks, are documented.  The operating companies refine each framework in the light of the changing aspects of
their businesses.  Furthermore, individual companies complete an annual Statement of Internal Controls, which requires the Board of each
Company to consider formally its own systems of internal control with specific reference to areas of judgement, compliance with regulatory
and Group requirements, and risks to its operations.
Risk Management 
The internal risk management department within the Group undertakes an annual review programme to address internal control and risk
management processes with particular reference to the Turnbull Report.  The department’s recommendations and conclusions are forwarded to
the relevant level of management, Executive Committee and Audit Committee.
Compliance with the Combined Code
The Board confirms that throughout the year ended 31 March 2004, the Group has complied with the provisions set out in Section 1 of the
Hampel Code.
The Directors have also considered the implications of the new Combined Code on Corporate Governance issued by the Financial Reporting
Council in July 2003, which will apply to the Company for the 2004/05 financial year.  The Directors consider that the Company is already
substantially compliant with the new Combined Code. MITIE GROUP PLC ANNUAL REPORT 2004 31
INDEPENDENT AUDITORS’ REPORT
to the members of MITIE Group PLC
We have audited the financial statements of MITIE Group PLC for the year ended 31 March 2004 which comprise the Group Profit and Loss
Account, the Balance Sheets, the Group Cash Flow Statement, the Note of Historical Cost Profits and Losses, the Reconciliation of Movements
in Shareholders’ Funds and the related Notes 1 to 28 together with the Statement of Accounting Policies.  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 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’ Remuneration 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 seven provisions of the Combined Code
specified for our review by the Listing Rules of the Financial Services Authority and we report if it does not. We are not required to consider
whether the Board’s statements on internal control cover all risks and controls, or 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 that 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 mis-statement, 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:
• The financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 March 2004 and of the
profit of the Group for the year then ended; and
• The financial statements and that part of the Directors’ Remuneration Report described as audited have been properly prepared in
accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors 
Bristol
4 June 2004 32 MITIE GROUP PLC ANNUAL REPORT 2004
GROUP PROFIT AND LOSS ACCOUNT 
for the year ended 31 March 2004
2003
£’000
562,288
-
562,288
3,552
565,840
(439,932)
125,908
(95,584)
(93,260)
32,648
(2,324)
30,046
-
30,046
278
30,324
1,465
31,789
(10,188)
21,601
(2,125)
19,476
(5,736)
13,740
6.5p
6.5p
7.3p
34,113
2004
£’000
653,888
40,625
694,513
-
694,513
(543,880)
150,633
(114,149)
(111,986)
38,647
(2,163)
34,992
1,492
36,484
-
36,484
1,696
38,180
(12,293)
25,887
(2,533)
23,354
(7,884)
15,470
7.6p
7.6p
8.3p
40,343
NOTE
1
1
1
2
4
5
6
18
7
Turnover
Existing operations 
Acquisitions
Total continuing operations
Discontinued operations
Cost of sales
Gross profit
Administrative expenses
Administrative expenses
- before amortisation and impairment of goodwill 
Operating profit before goodwill amortisation and impairment
- amortisation and impairment of goodwill 
Operating profit
Existing operations
Acquisitions
Continuing operations 
Discontinued operations
Interest
Profit on ordinary activities before tax
Tax on profit on ordinary activities
Profit on ordinary activities after tax
Minority interests
Profit for the financial year
Dividends – equity
Retained profit for the financial year
Earnings per Ordinary Share - basic
- diluted
- basic before goodwill amortisation and impairment
There are no recognised gains and losses for the current financial year or preceding financial
year other than as stated in the Group Profit and Loss Account.
Profit on ordinary activities before tax and goodwill amortisation and impairment MITIE GROUP PLC ANNUAL REPORT 2004 33
RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS 
for the year ended 31 March 2004
NOTE OF HISTORICAL COST PROFITS AND LOSSES 
for the year ended 31 March 2004
2003
£’000
31,789
5
-
31,794
13,745
2004
£’000
38,180
76
(8)
38,248
15,538
Profit on ordinary activities before tax
Difference between the historical cost depreciation charge on revalued assets and the actual 
depreciation charge for the year calculated on the revalued amount
Realisation of property revaluation losses of previous years 
Historical cost profits on ordinary activities before tax
Historical cost profits for the year retained after tax,
minority interests and dividends
2003
£’000
19,476
(5,736)
13,740
321
14,032
910
(553)
1,959
30,409
74,491
104,900
2004
£’000
23,354
(7,884)
15,470
-
8,128
-
-
735
24,333
104,900
129,233
Profit for the financial year
Dividends
Goodwill previously written off included in retained profit for the year
Shares issued
- in respect of minority interests acquired
- to QUEST (see Note 18)
less amounts funded within Group
- other
Net addition to Shareholders’ funds
Shareholders’ funds at the beginning of the year
Shareholders’ funds at the end of the year 34 MITIE GROUP PLC ANNUAL REPORT 2004
GROUP BALANCE SHEET 
as at 31 March 2004
The financial statements were approved by the Board of Directors on 4 June 2004.
Signed on behalf of the Board of Directors.
Ian R Stewart
Chief Executive
Ruby McGregor-Smith
Group Finance Director
2003
£’000
24,291
37,277
61,568
5,686
111,902
3,880
54,960
176,428
(122,381)
54,047
115,615
(29)
(3,022)
112,564
7,556
42,048
(508)
994
54,810
104,900
7,664
112,564
2004
£’000
51,937
40,329
92,266
7,055
151,868
2,391
47,165
208,479
(157,370)
51,109
143,375
(136)
(7,390)
135,849
7,736
50,731
(440)
994
70,212
129,233
6,616
135,849
NOTE
8
9
10
11
12
13
14
16
17
18
18
18
18
Fixed Assets
Intangible assets
Tangible assets
Current Assets
Work in progress and stocks
Debtors
Investments
Cash at bank and in hand
Creditors – due within one year
Net Current Assets
Total Assets less Current Liabilities
Creditors – due after one year
Provision for liabilities and charges
Net Assets
Capital and Reserves
Called up share capital
Share premium account
Revaluation reserve
Other reserve
Profit and loss account
Equity Shareholders’ funds
Equity minority interest MITIE GROUP PLC ANNUAL REPORT 2004 35
COMPANY BALANCE SHEET 
as at 31 March 2004
The financial statements were approved by the Board of Directors on 4 June 2004.
Signed on behalf of the Board of Directors.
Ian R Stewart
Chief Executive
Ruby McGregor-Smith
Group Finance Director
2003
£’000
708
66,087
66,795
29,804
16,734
46,538
(17,645)
28,893
95,688
7,556
42,048
46,084
95,688
2004
£’000
910
110,019
110,929
39,864
939
40,803
(30,051)
10,752
121,681
7,736
50,731
63,214
121,681
NOTE
9
25
11
13
17
18
18
Fixed Assets
Tangible assets
Investments in subsidiary undertakings
Current Assets
Debtors
Cash at bank and in hand
Creditors – due within one year
Net Current Assets
Net Assets
Capital and Reserves
Called up share capital
Share premium account
Profit and loss account
Equity Shareholders’ Funds 36 MITIE GROUP PLC ANNUAL REPORT 2004
GROUP CASH FLOW STATEMENT 
for the year ended 31 March 2004
2003
£’000
48,474
1,537
(41)
(1)
1,495
(10,669)
14
(10,655)
(16,016)
8,009
(8,007)
(4,977)
211
4,984
6,396
6,614
(7,035)
30,886
(3,880)
2,862
(14)
2,848
29,854
2004
£’000
43,854
1,693
(39)
(26)
1,628
(12,352)
-
(12,352)
(17,267)
4,603
(12,664)
(22,526)
(1,163)
-
-
(23,689)
(6,825)
(10,048)
1,489
967
(203)
764
(7,795)
NOTE
19
20
22
Net cash flow from operating activities
Returns on investments and servicing of finance    
Interest received
Interest paid
Interest element of finance lease rentals
Tax
UK corporation tax paid
ACT recovered
Capital expenditure
Payments to acquire tangible fixed assets
Receipts from sales of tangible fixed assets
Acquisitions and disposals
Payments to acquire subsidiary undertakings
Net (overdraft)/ cash acquired with subsidiary undertakings 
Sale of subsidiary undertakings
Net cash disposed with subsidiary undertakings
Equity dividends paid
Cash (outflow) / inflow before management of liquid resources and financing
Management of liquid resources
Net decrease / (increase) in investments
Financing
Issue of Ordinary Share capital
Net capital element of finance lease rental payments
(Decrease) / Increase in cash in the year MITIE GROUP PLC ANNUAL REPORT 2004 37
ACCOUNTING POLICIES 
31 March 2004
Accounting Convention 
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain freehold and long
leasehold properties. The financial statements have been prepared in accordance with applicable United Kingdom accounting standards.    
Basis of Consolidation
The consolidated Profit and Loss Account and Balance Sheet include the financial statements of MITIE Group PLC and all its subsidiary
undertakings. The results of the subsidiary undertakings acquired or sold are included from or up to the effective date of acquisition or sale. 
Accounting Developments 
The Group has adopted FRS 5 Application Note G during the year as this is the first year for which it is applicable.  It is considered
appropriate under this Application Note that the Group now recognises revenue in respect of its performance under contracts as they progress
where, in prior periods, revenue was only recognised on certain contracts for contract work completed in the year.  The Directors do not
consider that the effect of implementing the Application Note is material in either period, with the consequence that the prior year Profit and
Loss Account has not been restated.  Where appropriate, contract work in progress, amounts recoverable on contracts and trade debtors have
been restated in respect of the prior year in order to make them comparable with the classifications being used this year. 
Goodwill and Intangible Fixed Assets
Goodwill is calculated as the surplus of fair value of purchase consideration over fair value attributed to the net assets of subsidiary
undertakings acquired. Following the introduction of FRS 10, goodwill in respect of acquisitions made after the financial year ended
31 March 1998 has been capitalised and amortised over its estimated useful economic life of up to 20 years. For acquisitions made before 
1 April 1998, goodwill was written off directly to reserves.
In the event of a disposal of the businesses concerned, this goodwill will be included in determining the gain or loss on disposal in the Profit
and Loss Account.
Tangible Fixed Assets 
Tangible fixed assets are stated at cost or valuation, less depreciation and any provision for impairment. Depreciation is provided on tangible
fixed assets on a straight-line basis over the expected useful lives. No depreciation is provided on land.
Freehold and long leasehold buildings 50 years
Plant 3-14 years
Vehicles 4 years 
Financial Instruments
The Group uses financial instruments to hedge its exposure to foreign currency risk. To the extent that such instruments are matched against
an underlying asset or liability, they are accounted for using hedge accounting. Gains or losses and premiums or discounts are matched to the
underlying transactions being hedged. 
Foreign Currency
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction or, if hedged, at the forward contract rate.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at
that date or, if appropriate, at the forward contract rate.
Investments
Shares in Group companies are stated at cost less provision for impairment in value. Current asset investments are stated at the lower of cost
and net realisable value.
Leased Assets
Assets acquired under finance leases are included in tangible fixed assets and depreciated in accordance with the above policy. Outstanding
future lease obligations are shown in creditors. The finance element of the rental payments is charged to the Profit and Loss Account over the
period of the lease. Operating lease rentals are charged to the Profit and Loss Account in equal instalments over the lease term. 38 MITIE GROUP PLC ANNUAL REPORT 2004
ACCOUNTING POLICIES continued
31 March 2004
Work in Progress and Stocks
Stocks are valued at the lower of cost and net realisable value.  
Costs represent materials, direct labour and overheads. Net realisable value is based on estimated selling price, less further costs expected to be
incurred to completion and disposal. Provision is made for obsolete, slow-moving or defective items where appropriate. 
Amounts recoverable on long-term contracts, which are included in debtors, are stated at the net sales value of the work done, less amounts
received as progress payments on account.  Excess progress payments are included in creditors as payments on account.  Cumulative costs
incurred net of amounts transferred to cost of sales, less provision for contingencies and anticipated future losses on contracts, are included as
long-term contract balances in stock.
All bid costs are expensed as incurred until the stage is reached where it is virtually certain that the contract has been awarded.
Deferred Tax
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay
less tax, at a future 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 tax computations in periods different from those in which they are included in the financial
statements. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no commitment to
sell the asset, or on unremitted earnings of subsidiaries and associates where there is no commitment to remit these earnings. Deferred tax
assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are
not discounted.
Turnover
Turnover represents the total amount, excluding sales taxes, receivable in respect of goods and services supplied and contract work completed
in the year. Intra-Group transactions are excluded.  All turnover arose within the United Kingdom.
Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in the profit and loss
account turnover and related costs as contract activity progresses.  
Pensions
The Group operates three defined benefit pension schemes. The amounts charged to operating profit are the current service costs and gains
and losses on settlements and curtailments.  The Group also operates a fully insured defined contribution pension scheme, the assets of which
are held in independently administered funds.  In respect of this scheme, the pension cost charge represents contributions payable by the
Group in the year. 
The Group has continued to account for pensions in accordance with SSAP 24 as illustrated above. In November 2000 the Accounting
Standards Board (ASB) issued FRS 17 ‘Retirement Benefits’, replacing SSAP 24 ‘Accounting for Pension Costs’. In November 2002 an
amendment to FRS 17 was published, which allowed an extension to the transitional arrangements of FRS 17.  The Group is continuing to
follow the transitional arrangements under FRS 17. 
Provisions
Provision is made for outstanding insurance claims incurred at the balance sheet date.  Provision is made for contingent consideration at the
best estimate of the Directors, which will become payable in the future.  This has not been discounted. MITIE GROUP PLC ANNUAL REPORT 2004 39
NOTES TO THE ACCOUNTS 
for the year ended 31 March 2004
1 Segmental analysis
Included in the Building Services segment in 2003 are amounts that relate to discontinued activities.  These include turnover of
£3,552,000 and pre-tax profit of £202,000.
2003
TOTAL
£’000
145,264
4,483
165
7,139
52,294
50,539
259,884
164,454
110,034
31,468
305,956
2003
DISCONTINUED
OPERATIONS
£’000
-
-
-
-
-
-
-
-
-
3,552
3,552
2003
CONTINUING
ACTIVITIES
£’000
145,264
4,483
165
7,139
52,294
50,539
259,884
164,454
110,034
27,916
302,404
2004
CONTINUING AND
TOTAL ACTIVITIES
£’000
151,696
10,677
1,257
3,268
35,017
82,870
63,046
347,831
188,810
127,618
30,254
346,682
2004
ACQUISITIONS
£’000
12,253
-
-
3,268
25,104
-
-
40,625
-
-
-
-
2004
EXISTING
OPERATIONS
£’000
139,443
10,677
1,257
-
9,913
82,870
63,046
307,206
188,810
127,618
30,254
346,682
TURNOVER
Support Services
Cleaning
Catering
Landscaping
Pest Control
Security
Managed Services
Engineering Maintenance
Total
Building Services
Engineering Services
Property Services
Generation
Total
NET ASSETS
£’000
41,179
45,359
86,538
49,311
135,849
24,912
28,853
53,765
58,799
112,564
PRE-TAX PROFIT
£’000
23,148
15,032
38,180
18,760
13,029
31,789
PROFIT BEFORE
INTEREST, TAX &
GOODWILL
£’000
23,871
14,776
38,647
18,626
14,022
32,648
PROFIT BEFORE
TAX & GOODWILL
MARGIN
%
7.0
4.6
5.8
7.3
4.9
6.0
PROFIT BEFORE
TAX & 
GOODWILL
£’000
24,473
15,870
40,343
18,988
15,125
34,113
INTEGRATION
COSTS
£’000
(1,031)
-
(1,031)
-
-
-
PROFIT BEFORE
TAX, GOODWILL &
INTEGRATION
COSTS
£’000
25,504
15,870
41,374
18,988
15,125
34,113
TURNOVER
£’000
347,831
346,682
694,513
259,884
305,956
565,840
ACTIVITY
2004
Support Services
Building Services
Net funds
Total
2003
Support Services
Building Services
Net funds
Total 40 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
1 Segmental analysis (continued)
Discontinued operations relate to the companies sold during 2003.
2 Operating profit
A more detailed analysis of amounts paid to the Auditors is provided below:
(i) Fees of £28,000 (2003: £nil) in relation to acquisitions made in the financial year have been included within the cost of investment, and
not charged against operating profit.
2003
%
52
-
41
7
100
2003
£’000
170
-
133
22
325
2004
%
65
8
26
1
100
2004
£’000
219
28
86
4
337
Auditors’ remuneration - services as auditors
- further assurance services (i)
- tax advisory services
- other non-audit services
2003
£’000
10,499
346
1,219
1,105
145
25
155
983
2,075
(525)
2004
£’000
11,802
133
2,163
-
194
25
90
1,082
2,024
(884)
This is stated after charging/(crediting):
Depreciation and other amounts written off tangible fixed assets:
- owned assets
- leased assets
Goodwill amortisation
Goodwill impairment
Auditors’ remuneration - Group
- Company 
- Other services
Operating lease rentals - plant and vehicles
- other
Profit on disposal of fixed assets
2003
TOTAL
£’000
565,840
(439,932)
125,908
(95,584)
30,324
2003
DISCONTINUED
OPERATIONS
£’000
3,552
(2,369)
1,183
(905)
278
2003
CONTINUING
ACTIVITIES
£’000
562,288
(437,563)
124,725
(94,679)
30,046
2004
CONTINUING
AND TOTAL 
£’000
694,513
(543,880)
150,633
(114,149)
36,484
2004
ACQUISITIONS
£’000
40,625
(33,671)
6,954
(5,462)
1,492
2004
EXISTING
OPERATIONS
£’000
653,888
(510,209)
143,679
(108,687)
34,992
OPERATING PROFIT
Turnover
Cost of sales
Gross profit
Administrative expenses
Operating profit MITIE GROUP PLC ANNUAL REPORT 2004 41
NOTES TO THE ACCOUNTS
for the year ended 31 March 2004
3 Directors and employees
4 Interest
5 Tax on profit on ordinary activities
2003
£’000
10,459
22
10,481
(240)
(53)
10,188
2004
£’000
13,326
(295)
13,031
(690)
(48)
12,293
a) Analysis of charge in the year
UK corporation tax at 30% (2003: 30%) 
Adjustment in respect of prior years
Total current tax charge for the year (Note 5b)
Deferred taxation:
Timing differences – origination and reversal
Adjustments in respect of prior years – deferred tax
Tax on profit on ordinary activities
2003
£’000
(4)
(50)
1,519
1,465
2004
£’000
(26)
(39)
1,761
1,696
Interest payable and similar charges
Finance leases
Other
Interest receivable and similar income
Bank interest
(i)
(ii)
2003
£’000
222,199
17,842
3,251
243,292
2003
No.
21,158
1,927
23,085
2004
£’000
282,521
21,772
4,514
308,807
2004
No.
26,667
2,360
29,027
Employment costs
Wages and salaries
Social security costs
Other pension costs
The average number of persons employed during the financial year was:
Site
Administration
Details of Directors’ remuneration and interests are provided on pages 22 to 26 and should be 
regarded as an integral part of this Note.
(i)
(ii)
(iii) 42 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
5 Tax on profit on ordinary activities (continued)
b) Factors affecting tax charge in the year
The tax assessed for the year is greater (2003: greater) than that resulting from applying the standard rate of corporation tax in the UK of 
30% (2003: 30%). The differences are set out below.
c) Factors affecting future tax charges
The Group is not aware of any factors that may materially affect the future tax charge.
6 Dividends
Subject to approval at the Annual General Meeting, the final dividend will be paid on 30 September 2004 to members on the Register on 
3 September 2004.
2003
£’000
2,417
3,223
96
5,736
1.9p
2004
£’000
3,327
4,429
128
7,884
2.5p
Interim dividend 1.1p per 2
1
/2p share 
(2003: 0.8p per 2
1
/2p share)
Proposed final dividend 1.4p per 2
1
/2p share
(2003: 1.1p per 2
1
/2p share)
Minorities
Total dividend per 2
1
/2p share for the year
2003
£’000
31,789
9,537
303
383
-
-
14
(158)
697
22
(317)
10,481
2004
£’000
38,180
11,454
432
(34)
(34)
(16)
650
-
650
(295)
224
13,031
Profit on ordinary activities before tax
Tax at 30% thereon
Expenses not deductible for tax purposes
Capital allowances in excess of depreciation
Utilisation of tax losses
Group relief not paid for
Movement in short-term timing differences
Profit on disposal of tangible fixed assets
Goodwill
Prior periods
Other
Total current tax charge for the year (Note 5a) MITIE GROUP PLC ANNUAL REPORT 2004 43
NOTES TO THE ACCOUNTS
for the year ended 31 March 2004
7 Earnings per ordinary share
The calculation of earnings per 2
1
/2p share for 2004 and 2003 is based on the profit after tax and minority interest.
The weighted average number of shares for this purpose is 305,665,870 (2003: 297,979,470). The diluted earnings per share have been
calculated on the basic earnings and the weighted average number of shares plus 1,040,263 (2003: additional shares 211,000) shares
representing the fair value of the weighted average number of shares under option during the year.
Headline earnings per share continue to have widespread acceptance and have been calculated in accordance with the definition in the UK
Society of Investment Professionals statement of investment practice No.1, “The Definition of Headline Earnings”, as follows:
8 Fixed assets – Intangible
GOODWILL
£’000
26,379
29,809
56,188
2,088
2,163
4,251
51,937
24,291
GROUP
Cost
At beginning of year
Additions
At end of year
Amortisation
At beginning of year
Amortised in year
Net book value
At end of year
At beginning of year
2003
£’000
6.5p
0.4p
0.4p
7.3p
2004
£’000
7.6p
0.7p
-
8.3p
Basic earnings per Ordinary Share
Amortisation of goodwill
Impairment of goodwill
Headline earnings per Ordinary Share 44 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
9 Fixed assets – Tangible 
No depreciation was charged against freehold or long leasehold buildings up to 1995. For the year ended 31 March 2004, the Profit and Loss
Account has been charged with £163,000 (2003: £166,000) depreciation.
The historic cost of revalued properties was £4,590,811 (2003: £5,078,000). The net book value of plant and vehicles held under finance leases
included above was £564,000 (2003: £nil).
Previous valuations were frozen, as allowed under the transitional provisions of FRS 15. The carrying value relating to the previous valuation
performed as at 31 March 1995 has been carried forward in this year’s Financial Statements.
TOTAL
£’000
69,564
17,267
1,439
(14,284)
73,986
70,512
3,474
32,287
11,935
(10,565)
33,657
40,329
37,277
40,829
37,785
PLANT AND
VEHICLES
£’000
60,835
16,560
1,439
(13,806)
65,028
65,028
-
31,507
11,772
(10,517)
32,762
32,266
29,328
32,266
29,328
LONG LEASEHOD
PROPERTIES
£’000
2,558
678
-
(70)
3,166
2,746
420
213
80
(8)
285
2,881
2,345
2,934
2,325
FREEHOLD
PROPERTIES
£’000
6,171
29
-
(408)
5,792
2,738
3,054
567
83
(40)
610
5,182
5,604
5,629
6,132
GROUP
Cost or valuation
At beginning of year
Additions at cost
Subsidiaries acquired (see Note 20)
Disposals
At end of year
Cost
Valuation 1995
Depreciation
At beginning of year
Charge for year
Disposals
At end of year
Net book value
At end of year
At beginning of year
Historic cost net book value
2004
2003 MITIE GROUP PLC ANNUAL REPORT 2004 45
NOTES TO THE ACCOUNTS
for the year ended 31 March 2004
9 Fixed assets – Tangible (continued)
10 Work in progress and stocks
Following the implementation of FRS 5 Application Note G, £19,586,000 of work in progress has been restated in the prior year split between
amounts recoverable on contracts and trade debtors in order to make them comparable with the classifications being used this year.  There has
been no change to the overall total for current assets as a result of this.
11 Debtors
Included in Group and Company other debtors is the sum of £nil (2003: £209,000) falling due after one year.
Following the implementation of FRS 5 Application Note G, £19,586,000 of work in progress has been restated in the prior year split between
amounts recoverable on contracts and trade debtors in order to make them comparable with the classifications being used this year.  There has
been no change to the overall total for current assets as a result of this.
2003
£’000
7
-
28,215
1,173
409
-
29,804
COMPANY
2004
£’000
63
-
38,884
198
315
404
39,864
2003
£’000
97,652
8,476
-
2,650
3,124
-
111,902
GROUP
2004
£’000
136,899
7,182
-
3,119
4,668
-
151,868
Trade debtors
Amounts recoverable under contracts
Owed by subsidiary undertakings
Other debtors
Prepayments and accrued income
Corporation tax
2003
£’000
-
-
-
-
COMPANY
2004
£’000
-
-
-
-
2003
£’000
4,618
(2,052)
3,120
5,686
GROUP
2004
£’000
5,965
(2,811)
3,901
7,055
Work in progress
Payments received on account
Goods for resale
PLANT AND
VEHICLES
£’000
2,145
595
(122)
(6)
2,612
1,437
348
(82)
(1)
1,702
910
708
COMPANY
Cost
At beginning of year
Additions
Disposals
Transfers to other Group companies
At end of year
Depreciation
At beginning of year
Charge for the year
Disposals
Transfers to other Group companies
At end of year
Net book value
At end of year
At beginning of year 46 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
12 Investments 
Included in unlisted investments are deposits totalling £2,391,000 (2003: £3,880,000) held by the Group’s insurance subsidiary, which are not
readily available for the general purposes of the Group.
13 Creditors – due within one year
14 Creditors – due after one year
Finance leases are repayable between one and five years and are secured by related leased assets.
15 Financial assets and liabilities
Short-term debtors, current asset investments and creditors have been excluded from the analysis.
Cash at bank is held at normal commercial rates.
Borrowings
At the year-end, undrawn committed bank borrowing and overdraft facilities amounted to £60,000,000 (2003: £60,000,000), which are all
renewable within one year.
2003
£’000
12
29
-
41
2004
£’000
109
71
65
245
Maturity of borrowings
The maturity profile of the Group’s financial liabilities was as follows:
In one year or less, or on demand
In more than one year, but not more than two years
In more than two years, but not more than five years
2003
£’000
-
COMPANY
2004
£’000
-
2003
£’000
29
GROUP
2004
£’000
136 Obligations under finance leases
2003
£’000
-
-
895
9,810
-
479
-
3,137
3,324
17,645
COMPANY
2004
£’000
-
-
72
18,925
-
793
3,357
2,415
4,489
30,051
2003
£’000
12
1,706
78,163
-
5,807
18,188
4,762
10,270
3,473
122,381
GROUP
2004
£’000
109
205
87,411
-
6,490
25,815
6,382
26,469
4,489
157,370
Obligations under finance leases
Payments received on account
Trade creditors
Owed to subsidiary undertakings
Corporation tax
Other taxes and social security
Other creditors
Accruals and deferred income
Proposed dividends
2003
£’000
-
COMPANY
2004
£’000
-
2003
£’000
3,880
GROUP
2004
£’000
2,391 Unlisted investments MITIE GROUP PLC ANNUAL REPORT 2004 47
NOTES TO THE ACCOUNTS
for the year ended 31 March 2004
15 Financial assets and liabilities (continued)
Interest rates
At 31 March 2004, the Group had financial liabilities of £310,000 (2003: £41,000). These liabilities are under a fixed rate of interest at normal
commercial rates.
Hedging
The Group’s policy is to use derivative instruments to hedge against any material exposure to movements in exchange rates, however, no such
arrangements have been entered into during the course of the year.  Gains and losses on instruments used for hedging are not recognised until
the exposure that is being hedged is itself recognised.
There are no unrecognised gains or losses at 31 March 2004 (2003: £nil).
Currency exposure
As at 31 March 2004, the Group had no currency exposure.
Fair values
The Directors consider that the fair value of financial assets and liabilities is not materially different from their book value.
Further information on financial instruments is given in the Finance Director’s Review.
16 Provision for liabilities and charges
Deferred tax in respect of the Group’s defined benefit schemes is disclosed in Note 26. The balance relates to the excess of net capital
allowances over depreciation.
The provision for insurance claims represents amounts payable by MITIE Reinsurance Company Ltd in respect of outstanding claims incurred
at the balance sheet dates. 
Provision is made for contingent consideration, which will become payable in the future, at the best estimate of the Directors. This has not
been discounted.
TOTAL
£’000
3,022
(529)
4,897
7,390
INSURANCE
RESERVE
£’000
2,194
(529)
2,435
4,100
DEFERRED
TAX
£’000
828
-
(738)
90
CONTINGENT
CONSIDERATION
£’000
-
-
3,200
3,200
Provisions
At beginning of year
Utilised during the year
Arising during the year
At end of year 48 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
17 Called up share capital
During the year 87,959 (2003: 70,808) Ordinary Shares of 2
1
/2p were allotted to directors as remuneration at a market price of 
£1.23 (2003: £0.85) giving rise to share premium of £106,000 (2003: £58,000).
During the year 6,608,203 (2003: 10,586,208) Ordinary Shares of 2
1
/2p were allotted in respect of acquiring minority interest at a market price
of £1.23 (2003: £1.33) giving rise to share premium of £7,962,000 (2003: £13,767,000).
During the year 510,763 (2003: 2,745,831) Ordinary Shares of 2
1
/2p were allotted in respect of share option schemes at a market price between
£1.02 and £1.35 (2003: £0.81 and £1.48) giving rise to share premium of £615,000 (2003: £2,739,000).
Options outstanding under the Savings Related Share Option Schemes at 31 March 2004 were as follows:
2003
10,488
1,038,124
1,049,922
944,244
2,109,354
-
5,152,132
2004
-
907,592
881,924
802,926
1,703,619
1,792,604
6,088,665
DATE
EXCERCISABLE
2002
2004
2005
2006
2007
2008
OPTION
PRICE
37
1
/2p
85 p
150 p
125 p
110 p
120 p
ORDINARY SHARES
OF 2
1
/2p
£’000
8,500
7,556
2
165
13
7,736
7,220
2
265
69
7,556
ORDINARY SHARES
OF 2
1
/2p
No.
340,000,000
302,186,614
87,959
6,608,203
510,763
309,393,539
288,783,767
70,808
10,586,208
2,745,831
302,186,614
Authorised
2004
Allotted and fully paid 
At beginning of year
Issued as Directors’ remuneration
Issued for acquisitions
Issued under share option schemes
At end of year
2003
Allotted and fully paid 
At beginning of year
Issued as Directors’ remuneration
Issued for acquisitions
Issued under share option schemes
At end of year
ORDINARY SHARES OF 2
1
/2p EACH MITIE GROUP PLC ANNUAL REPORT 2004 49
NOTES TO THE ACCOUNTS 
for the year ended 31 March 2004
17 Called up share capital (continued)
Options outstanding under the Executive Share Option Schemes at 31 March 2004 were as follows:
18 Share capital and reserves
(i) Non-distributable
In accordance with the exemption allowed by Section 230(4) of the Companies Act 1985, the Company has not presented its own Profit and
Loss Account. The profit attributable to Shareholders in the Accounts of the Company was £17,130,000 (2003: £15,962,000).
Goodwill eliminated against reserves originating prior to the adoption of FRS 10 on 1 April 1998 amounted to £26,673,000
(2003: £26,673,000).
During the year, nil (2003: 949,831) Ordinary Shares of 2
1
/2p each were issued to the MITIE Group PLC Qualifying Employee Share Ownership
Trust (QUEST). The difference between the market value and the option price receivable has been eliminated against the Profit and Loss
Account.
Included in both the Company and the Group share premium accounts are amounts relating to premiums arising on shares issued subject to
the provisions of Section 131 of the Companies Act 1985.
TOTAL
£’000
104,900
180
8,068
15,470
-
-
615
129,233
95,688
180
8,082
17,130
601
121,681
PROFIT AND 
LOSS ACCOUNT
£’000
54,810
-
-
15,470
(76)
8
-
70,212
46,084
-
-
17,130
-
63,214
OTHER
RESERVE (i)
£’000
994
-
-
-
-
-
-
994
-
-
-
-
-
-
REVALUATION
RESERVE
£’000
(508)
-
-
-
76
(8)
-
(440)
-
-
-
-
-
-
SHARE PREMIUM
ACCOUNT
£’000
42,048
-
8,068
-
-
-
615
50,731
42,048
-
8,082
-
601
50,731
CALLED UP 
SHARE CAPITAL
£’000
7,556
180
-
-
-
-
-
7,736
7,556
180
-
-
-
7,736
Group
At beginning of year
Shares issued
Net premium arising on shares issued
Retained profit for the financial year
Additional depreciation on revalued assets
Realisation of property revaluation losses
Issue of shares in connection with the
exercise of share options
Balance at end of year
Company
At beginning of year
Shares issued
Net premium arising on shares issued
Retained profit for the year
Issue of shares in connection with the
exercise of share options
Balance at end of year
2003
1,036,400
931,000
698,000
809,600
1,121,050
200,000
-
4,796,050
2004
692,669
711,000
587,600
744,600
1,027,600
200,000
1,520,850
5,484,319
DATE
EXCERCISABLE
2001 – 2008
2002 – 2009 
2003 – 2010
2004 - 2011
2005 – 2012
2006 – 2013
2006 – 2013
OPTION
PRICE
57
3
/4 p
95 p
173
3
/4 p
145 p
117 p
99 p
132 p
ORDINARY SHARES OF 2
1
/2p EACH 50 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
19 Net cash inflow from operating activities
20 Purchase of subsidiary undertakings 
Trident Safeguards Limited
Trident Safeguards Limited, which was acquired on 2 July 2003, earned a profit after taxation of £569,000 in the period from 2 July 2003 to 
31 March 2004 (Year ended 31 March 2003: £554,000).  Profit after taxation in the period from 1 April 2003 to acquisition was £190,000.
BOOK AND 
FAIR VALUE
£’000
109
-
3,965
(275)
(2,717)
(320)
762
10,663
11,425
(2,000)
9,425
(275)
9,150
Fixed assets
Work in progress and stocks
Debtors
Bank and cash
Creditors
Tax
Goodwill
Total purchase consideration
Contingent consideration
Cash consideration
Bank and cash acquired
Cash outflow in the period
2003
£’000
30,324
10,845
2,324
(525)
(1,566)
(5,193)
12,265
48,474
2004
£’000
36,484
11,935
2,163
(884)
(1,369)
(39,754)
35,279
43,854
Operating profit
Depreciation
Amortisation and impairment of goodwill
Profit on sale of tangible fixed assets
Increase in work in progress and stocks
(Increase) in debtors
Increase in creditors MITIE GROUP PLC ANNUAL REPORT 2004 51
NOTES TO THE ACCOUNTS 
for the year ended 31 March 2004
20 Purchase of subsidiary undertakings (continued)
Eagle Pest Control Services UK Limited
Eagle Pest Control Services UK Ltd, which was acquired on 3 July 2003, earned a profit after taxation of £235,000 in the period from
3 July 2003 to 31 March 2004 (Year ended 31 March 2003: £333,000).  Profit after taxation in the period from 1 April 2003 to acquisition
was £41,000.
Executive Holdings Limited
Executive Holdings Ltd, which was acquired on 4 November 2003, earned a profit after taxation of £102,000 in the period from 
4 November 2003 to 31 March 2004 (52 weeks to 5 October 2003: loss £122,000).  Loss after taxation in the period from 6 October 2003 to
acquisition was £308,000.
The fair values shown for the acquisitions above are provisional.
FAIR VALUE
£’000
858
5
6,504
(1,635)
(7,218)
(2)
(1,488)
11,505
10,017
10,017
1,635
11,652
ALIGNMENT OF
ACCOUNTING
POLICIES
£’000
(218)
(7)
(137)
-
(9)
44
(327)
BOOK VALUE
£’000
1,076
12
6,641
(1,635)
(7,209)
(46)
(1,161)
Fixed assets
Work in progress and stocks
Debtors
Bank and cash
Creditors
Tax
Goodwill
Total purchase consideration
Cash consideration
Overdraft acquired
Cash outflow in the period
BOOK AND 
FAIR VALUE
£’000
472
77
1,024
197
(630)
(107)
1,033
3,039
4,072
(1,200)
2,872
(197)
2,675
Fixed assets
Work in progress and stocks
Debtors
Bank and cash
Creditors
Tax
Goodwill
Total purchase consideration
Contingent consideration
Cash consideration
Bank and cash acquired
Cash outflow in the period 52 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
20 Purchase of subsidiary undertakings (continued)
Acquisition of Minority Interests
21 Analysis of changes in net funds
22 Reconciliation of net cash flow to movement in net funds
2003
£’000
29,854
765
3,880
34,499
24,300
58,799
2004
£’000
(7,795)
(204)
(1,489)
(9,488)
58,799
49,311
(Decrease)/increase in cash during year
Cash (outflow)/inflow from movement in debt and lease financing
Cash (outflow)/inflow from movement in liquid resources
Movement in net funds in the year
Net funds at beginning of year
Net funds at end of year
AT 31 MARCH 
2004
£’000
47,165
47,165
(245)
(245)
2,391
49,311
ACQUISITIONS
£’000
(1,163)
(1,163)
(174)
(174)
-
(1,337)
CASHFLOWS
£’000
(6,632)
(6,632)
(30)
(30)
(1,489)
(8,151)
AT 31 MARCH
2003
£’000
54,960
54,960
(41)
(41)
3,880
58,799
Cash at bank and in hand
Net cash
Finance leases
Debt financing
Current asset investments
Net funds
TOTAL
£’000
3,737
4,602
8,339
(8,127)
212
MITIE
ENGINEERING
MAINTENANCE LTD
£’000
1,834
3,305
5,139
(5,093)
46
MITIE PROPERTY
SERVICES
(MIDLANDS) LTD
£’000
985
868
1,853
(1,774)
79
MITIE
GREENCOTE LTD
£’000
235
94
329
(289)
40
MITIE
ENGINEERING
SERVICES
(PENINSULA) LTD
£’000
683
335
1,018
(971)
47
Minority interest
Goodwill
Total purchase consideration
Shares issued – MITIE Group PLC
Cash consideration being cash outflow in the period MITIE GROUP PLC ANNUAL REPORT 2004 53
NOTES TO THE ACCOUNTS
for the year ended 31 March 2004
23 Contingencies
The Company is party with other Group companies to cross guarantees of each other’s bank overdrafts.
The Company and various of its subsidiaries are, from time to time, parties to legal proceedings and claims that are in the ordinary course of
business. The Directors do not anticipate that the outcome of these proceedings and claims, either individually or in aggregate, will have a
material adverse effect on the Group’s financial position.
Included in provisions for liabilities and charges (Note 16) is £3,200,000 of contingent consideration relating to the acquisitions of Trident
Safeguards Ltd and Eagle Pest Control Services UK Ltd.  For Trident Safeguards Ltd £2,000,000 is payable at any time between 2006 and 2010 
if an agreed profit threshold is met.  If this threshold is exceeded then an additional amount will become payable, with the total consideration
capped at £20,000,000.  For Eagle Pest Control Services UK Ltd £1,200,000 is payable at any time between 2008 and 2013 if an agreed profit
threshold is met.  If this profit threshold is exceeded then an additional amount will become payable, with the total consideration capped at
£6,000,000.
Contingent consideration, to be satisfied in shares, for the acquisition of minority interests in subsidiary undertakings is dependent on future
profits of those subsidiaries and at the discretion of MITIE Group PLC. It is therefore not possible to quantify accurately, in advance, the final
amounts that may become payable.
In connection with the sale of The Platform Company (UK) Ltd (formerly MITIE Powered Access Ltd), the Group has guaranteed lease
commitments amounting to £1,049,000. These commitments reduce to £nil at the end of the next year. Against these guarantees, the Group
has received indemnities from the Group’s bankers of £179,000 and from the suppliers of the leased equipment of £232,000, giving a net
contingent liability of £638,000.
In addition, the Group and subsidiaries have given indemnities in respect of performance guarantees amounting to £6,893,000 
(2003: £6,896,000), and import duty guarantees amounting to £50,000 (2003: £50,000) issued on its behalf in the ordinary course of business.
24 Commitments
25 Investment in subsidiary undertakings
The principal operating subsidiary undertakings are detailed in Note 28.
NET BOOK 
VALUE
£’000
66,087
44,272
(340)
110,019
PROVISION FOR
IMPAIRMENT
£’000
(6,801)
-
-
(6,801)
SHARES AT
COST
£’000
72,888
44,272
(340)
116,820
At beginning of year
Additions
Disposals
At end of year
2003
OTHER
£’000
144
251
5
400
2003
PROPERTY
£’000
345
658
1,179
2,182
2004
OTHER
£’000
241
389
-
630
2004
PROPERTY
£’000
263
1,427
875
2,565
Annual commitments under operating leases that expire:
Within one year
In second to fifth years inclusive
Over five years
2003
£’000
161
2004
£’000
-
Capital commitments as follows:
Contracted for but not provided for in the Accounts 54 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
26 Pensions
In November 2000, the Accounting Standards Board (ASB) issued FRS 17 ‘Retirement Benefits’, replacing SSAP 24 ‘Accounting for Pension
Costs’. In November 2002, an amendment to FRS 17 was published which allowed an extension to the transitional arrangements of FRS 17.
The Group will take advice to ensure that it continues to adopt the best practice in respect of accounting for retirement benefits. The Group is
following the transitional arrangements under FRS 17 and the required disclosures to the extent not given in (a) are set out in (b).
(a) SSAP 24
The Group operates two defined benefit pension schemes called the MITIE Group PLC Pension Scheme and the MITIE Group PLC Passport
Pension Scheme.  In addition, following the acquisition of Executive Holdings Ltd, the Group contributes to the Executive Group Limited
Shared Cost Section at the Railway Pension Scheme. 
The assets of the two schemes are held separately from the Group, being invested in equities and with insurance companies. Contributions to
the schemes are charged to the Profit and Loss Account so as to spread the cost of pensions over the employees working lives with the Group.
The contributions are determined by a qualified actuary on the basis of triennial valuations using the projected unit credit method.
The assets of the Executive scheme are held in separate trustee-administered funds, and the assets and liabilities of the section can be
identified separately from those of other scheme sections. 
The pension charge for the year was £4,514,000 (2003: £3,251,000).
MITIE Group PLC Pension Scheme
The most recent valuation was at 6 April 2002. It was assumed that:
Investment return – pre retirement 7.00%
Investment return – post retirement 5.50%
Salary increases 4.50%
Present and future pension increases 3.00%
The next actuarial valuation is due on 6 April 2005. The 2002 actuarial valuation showed that the market value of the assets was £24,401,000
and that the actuarial value of those assets represented 87% of the benefits that had accrued to members after allowing for expected future
increases in earnings. The contributions of the Group and employees are 10% (2003: 10%) and 7.5% (2003: 7.5%) of pensionable earnings
respectively.
MITIE Group PLC Passport Pension Scheme
The most recent valuation was at 6 April 2002. It was assumed that:
Investment return - pre retirement 7.00%
Investment return - post retirement 5.50%
Salary increases 4.50%
Present and future pension increases 3.00%
The next actuarial valuation is due on 6 April 2005. The 2002 actuarial valuation showed that the market value of the assets was £581,000 
and that the actuarial value of those assets represented 67% of the benefits that had accrued to members after allowing for expected future
increases in earnings. The contributions of the Group and employees total 32% (2003: 32%), with employees contributing between 1.5%
and 6%.
Executive Group Limited Shared Cost Section ("the Section") of the Railway Pension Scheme
The Group operates a section of the Railway Pension Scheme ("the Scheme"), a funded defined benefit pension scheme.  However, there are
no longer any employees accruing benefits in the Section.  The assets of the Scheme are held in separate trustee-administered funds, and the
assets and liabilities of the Section can be identified separately from those of other Scheme Sections.
No contributions are currently payable to the Section.  In addition, no pension cost for the period has been incurred in respect of the Section,
and there is no provision or prepayment held. MITIE GROUP PLC ANNUAL REPORT 2004 55
NOTES TO THE ACCOUNTS 
for the year ended 31 March 2004
26 Pensions (continued)
The Scheme is subject to triennial valuation by independent actuaries.  The last valuation was at 31 December 2003 and used the projected
unit method, in which the actuarial liability makes allowances for projected earnings.  The following were the principal actuarial assumptions
applied:
Investment returns 5.65% per annum
Pension increases 2.50% per annum
At the last actuarial valuation date, the value of the assets of the Section was £299,000 and, in the opinion of the actuary, this value was
sufficient to cover 144% of the benefits that had accrued to members.
(b) FRS 17 (Retirement Benefits)
As stated above, the Group operates two principal defined benefit pension schemes and contributes to the Executive Group Shared Cost
Section of the Railway Pension Scheme. The valuations used for the FRS 17 disclosure have been based on the most recent actuarial valuations
at 6 April 2002, updated to 31 March 2004 by a qualified actuary.
As required by SSAP 24, the figures included in the Accounts in respect of the Group pension schemes are based on actuarial valuations carried
out at 6 April 2002 and this does not take into account any impact of the movement in general stock market values since that date. Any such
impact will be reflected in the next SSAP 24 triennial valuation as at 6 April 2005, based upon which subsequent pension costs will be
determined until the adoption of FRS 17. The figures currently used for accounting purposes as regards pension costs are likely to change
significantly as and when FRS17 is adopted.
The costs of death-in-service benefit for members of the Scheme are fully insured by the schemes.
The projected unit valuation method has been used. The major financial assumptions used by the actuary were:
The assets of the schemes and expected rates of return were:
VALUE AT
31 MARCH
2002
£’000
18,947
3,022
2,825
-
24,794
(25,850)
(1,056)
317
(739)
LONG-TERM
RATE OF 
EXPECTED RETURN
AT 31 MARCH 
2002
7.25%
5.75%
5.00%
-
VALUE AT
31 MARCH
2003
£’000
19,284
3,343
3,316
-
25,943
(37,051)
(11,108)
3,333
(7,775)
LONG-TERM
RATE OF 
EXPECTED RETURN
AT 31 MARCH 
2003
7.25%
5.50%
4.00%
-
VALUE AT
31 MARCH
2004
£’000
32,907
556
3,284
2,028
38,775
(45,918)
(7,143)
2,143
(5,000)
LONG-TERM
RATE OF
EXPECTED RETURN
AT 31 MARCH
2004
7.5%
5.25%
4.00%
7.50%
Equities
Bonds
Others
Property
Total market value of assets
Present value of schemes’ liabilities
Deficit in the schemes
Related deferred tax asset
Net pension liability
AT 31 MARCH 
2002
6.25%
3.50%
3.00%
3.00%
2.75%
2.75%
AY 31 MARCH
2003
5.50%
3.50%
3.00%
2.50%
2.50%
2.50%
AT 31 MARCH
2004
5.50%
3.50%
3.00%
2.75%
2.75%
2.75%
Discount rate
Rate of increase in salaries
Rate of increase of pensions in payment (pre April 2002)
Rate of increase of pensions in payment (post April 2002)
Rate of increase of deferred pensions
Inflation assumption 56 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
26 Pensions (continued)
Analysis of amount that would have been charged to operating profit under FRS 17
Analysis of amount that would have been charged to interest under FRS 17
The amount recognised in the statement of total recognised gains and losses had FRS 17 been operative would have been as follows:
Movements in deficit during the year
AT 31 MARCH 
2003
£’000
(1,056)
(2,285)
3,216
-
113
(11,096)
(11,108)
AT 31 MARCH 
2004
£’000
(11,108)
(2,952)
4,095
(224)
(263)
3,309
(7,143)
Deficit in schemes at beginning of year
Movement in year
Current service cost
Contributions
Past service costs
Other finance (cost)/income
Actuarial gain/(loss)
Deficit in schemes at the end of the year
AT 31 MARCH
2003
£’000
(5,061)
(6,035)
(11,096)
% OF SCHEME
ASSETS
20%
23%
-
AT 31 MARCH 
2004
£’000
3,474
(165)
3,309
% OF SCHEME
ASSETS
9%
0%
7%
Actual return less expected return on pension schemes’ assets
Changes in financial assumptions underlying the schemes’ liabilities
Actuarial gain/(loss) recognised in the statement of total recognised 
gains and losses
AT 31 MARCH 
2003
£’000
1,836
(1,723)
113
AT 31 MARCH 
2004
£’000
1,924
(2,187)
(263)
Expected return on pension schemes’ assets
Interest cost
Net return
AT 31 MARCH 
2003
£’000
2,285
-
2,285
AT 31 MARCH 
2004
£’000
2,952
224
3,176
Current service cost
Past service cost
Total operating charge MITIE GROUP PLC ANNUAL REPORT 2004 57
NOTES TO THE ACCOUNTS 
for the year ended 31 March 2004
26 Pensions (continued)
The impact to the Balance Sheet and Reserves at 31 March 2004 of adopting FRS 17 would be as follows:
History of experience gains and losses
27 Related party transactions 
During the year, the Group paid £20,000 (2003: £20,000), in respect of purchases in the ordinary course of business, to a private company
previously controlled by D M Telling.
During the year, D M Telling paid £4,000 (2003: £98,000) to the Group and subsidiary undertakings in respect of goods and services provided
in the ordinary course of business.
During the year, the Group received interest of £15,000 (2003: £15,000) on loan notes with The Platform Holding Company Limited:
a company in which C S Acheson held a Directorship.  In addition, this company paid rent to the Group of £36,000 (2003: £36,000).
During the year, the Group provided services amounting to £110,000 (2003: £nil) to The Bristol Port Company Ltd; a company in which
D C Ord held a Directorship.  At the end of the year the amount owed to the Group was £10,000 (2003: £nil).
During the year, the Group provided services amounting to £160,000 (2003: £918,000) to Sir Robert McAlpine Ltd; a company in which
C McAlpine held a Directorship.  At the end of the year the amount owed to the Group was £15,000 (2003: £152,000).
No material contract or arrangement has been entered into during the year, nor subsisted at the end of the year, in which a Director had a
material interest.
The Company has taken advantage of the exemption in FRS 8 not to disclose transactions with companies within the Group.
AT 31 MARCH 
2003
(5,061)
20%
(6,035)
23%
(11,096)
-
AT 31 MARCH 
2004
3,474
9%
165
0%
3,309
7%
Difference between the expected and actual return on scheme assets:
Amount (£’000)
Percentage of scheme assets
Experience gains and losses on scheme liabilities:
Amount (£’000)
Percentage of the present value of scheme liabilities
Total actuarial gain in the statement of total recognised gains and losses:
Amount (£’000)
Percentage of the present value of scheme liabilities
AT 31 MARCH 
2003
£’000
112,564
(7,775)
104,789
54,810
(7,775)
47,035
AT 31 MARCH 
2004
£’000
135,849
(5,000)
130,849
70,204
(5,000)
65,204
Net assets excluding pension liability
Net pension liability
Net assets including pension liability
Profit and loss reserve excluding pension liability
Net pension liability
Profit and loss reserve including pension liability 58 MITIE GROUP PLC ANNUAL REPORT 2004
NOTES TO THE ACCOUNTS continued
for the year ended 31 March 2004
28 Principal operating subsidiary and associated companies
AT 31 MARCH 2004
% ORDINARY
SHARES OWNED
100
64
100
73
100
65
53
100
56
100
51
63
62
100
97
52
60
57
70
64
100
55
100
60
100
65
51
100
100
100
100
100
100
62
57
62
67
100
100
100
100
54
100
100
The companies set out below are those that were part of the Group at 31 March 2004 and, in the opinion of the Directors,
significantly affected the Group’s results and net assets during the year.
Scotland B MITIE Engineering Services (Scotland) Ltd
S MITIE Engineering Maintenance (Caledonia) Ltd
S MITIE Olscot Ltd
S MITIE Security (Scotland) Ltd
B MITIE Property Services (Scotland) Ltd
B MITIE Engineering Services (Edinburgh) Ltd
North B MITIE Air Conditioning (North) Ltd
S MITIE Cleaning (North) Ltd
B MITIE Engineering Services (Leeds) Ltd
B MITIE Engineering Services (North) Ltd
B MITIE Engineering Maintenance (North) Ltd
B MITIE Engineering Services (Liverpool) Ltd
B MITIE Engineering Projects Ltd
B MITIE Property Services (Northern) Ltd
B MITIE Greencote Ltd
S MITIE Security (North) Ltd
S MITIE Industrial Cleaning (North) Ltd
S MITIE Landscape (Northern) Ltd
B MITIE Engineering Services (North East) Ltd
Midlands B MITIE Air Conditioning (Midlands) Ltd
S MITIE Cleaning (Midlands) Ltd
B MITIE Engineering Services (Midlands) Ltd
B MITIE Property Services (Midlands) Ltd
B MITIE Roofing Services Ltd
B MITIE Engineering Services (West Midlands) Ltd
South East B MITIE Air Conditioning (London) Ltd
S MITIE Business Services Ltd
S MITIE Cleaning (South East) Ltd
S MITIE Cleaning (Southern) Ltd
B MITIE Engineering Maintenance Ltd
B MITIE Engineering Services (Eastern) Ltd
B MITIE Engineering Services (London) Ltd
B MITIE Engineering Services (South East) Ltd
S MITIE Landscape (Southern) Ltd
B MITIE Flooring (Southern) Ltd
B MITIE Interiors Ltd
B MITIE Property Services (Eastern) Ltd
B MITIE Property Services (London) Ltd*
B MITIE Property Services (Southern) Ltd
B MITIE Roofing (South East) Ltd
S Trident Safeguards Ltd
S MITIE Services (Retail) Ltd
S Executive Group Ltd*
S MITIE Managed Services (Southern) Ltd MITIE GROUP PLC ANNUAL REPORT 2004 59
NOTES TO THE ACCOUNTS 
for the year ended 31 March 2004
28 Principal operating subsidiary and associated companies (continued)
AT 31 MARCH 2004
% ORDINARY
SHARES OWNED
100
100
54
51
100
100
53
100
100
100
100
54
55
100
100
51
65
54
53
100
100
100
53
52
60
100
75
100
100
100
100
100
South West B Cole Motors Ltd
B MITIE Air Conditioning (South West) Ltd
B MITIE Air Conditioning (Wales) Ltd
S MITIE Air Conditioning (West) Ltd
S MITIE Cleaning (South Wales) Ltd
S MITIE Cleaning (South West) Ltd
S MITIE Engineering Maintenance (South West) Ltd
B MITIE Engineering Services (Bristol) Ltd
B MITIE Engineering Services (Cardiff) Ltd
B MITIE Engineering Services (Peninsula) Ltd
B MITIE Engineering Services (South West) Ltd
B MITIE Engineering Services (Swansea) Ltd
S MITIE Managed Services (South West and Wales) Ltd
B MITIE Property Services (Western) Ltd
B MITIE Roofing (South West) Ltd
National S MITIE Catering Services Ltd
B MITIE Cleanrooms Ltd
B MITIE Engineering Services (Retail) Ltd
B MITIE Environmental Ltd
B MITIE Generation Ltd 
S MITIE Managed Services (North and Scotland) Ltd
S MITIE PFI Ltd
B MITIE Scotgate Ltd*
B MITIE Scientific Projects Ltd
B MITIE Technology Ltd
S Eagle Pest Control Services (UK) Ltd
B MITIE McCartney Fire Protection Ltd
Administration S MITIE Cleaning Ltd
B MITIE Engineering Services Ltd
MITIE Property Investments Ltd
B MITIE Property Services Ltd
MITIE Reinsurance Company Ltd
* Shareholdings held by intermediate subsidiary undertakings
B Building Services
S Support Services
All companies were incorporated in and operate within the United Kingdom,
except for MITIE Reinsurance Company Ltd which was registered and
operates in Guernsey.
Certain companies operate on the basis of 13 four-weekly periods and have
drawn up their accounts to 3 April 2004. Adjustments have been made on
consolidation to exclude the results of these companies for the period from
31 March 2004 to that date.
The Group has a 33% interest in an associate company, Service Management
International Ltd. As this is not considered material, separate disclosure of its
results, assets or liabilities have not been included in the financial statements.
The companies listed above represent the principal operating subsidiary
companies of the Group. A full list of subsidiary companies will be annexed
to the next annual return. 60 MITIE GROUP PLC ANNUAL REPORT 2004
FIVE-YEAR SUMMARY
Earnings and dividend per share figures have been restated to reflect the subdivision of shares in 2001.
2000
£’000
346,514
19,758
5.7%
-
19,758
(518)
19,240
(6,080)
13,160
(2,067)
(2,751)
8,342
4,283
39,090
(1,723)
41,650
32,900
8,750
41,650
4.1p
4.3p
1.0p
2001
£’000
415,375
25,148
6.0%
-
25,148
(73)
25,075
(8,420)
16,655
(2,703)
(3,497)
10,455
8,597
48,123
3,583
60,303
50,166
10,137
60,303
5.0p
5.1p
1.25p
2002
£’000
518,852
30,997
6.0%
-
30,997
(640)
30,357
(9,027)
21,330
(2,712)
(4,623)
13,995
14,724
45,082
23,439
83,245
74,491
8,754
83,245
6.5p
6.8p
1.6p
2003
£’000
565,840
34,113
6.0%
-
34,113
(2,324)
31,789
(10,188)
21,601
(2,125)
(5,736)
13,740
24,291
37,277
50,996
112,564
104,900
7,664
112,564
6.5p
7.3p
1.9p
2004
£’000
694,513
41,374
6.0%
(1,031)
40,343
(2,163)
38,180
(12,293)
25,887
(2,533)
(7,884)
15,470
51,937
40,329
43,583
135,849
129,233
6,616
135,849
7.6p
8.3p
2.5p
Group Profit and Loss Account
Turnover
Profit on ordinary activities before goodwill, integration costs
and tax
Net profit margin (before goodwill amortisation and
impairment and integration costs)
Integration costs on acquisitions
Profit before tax and goodwill
Goodwill amortisation and impairment
Profit on ordinary activities before tax
Taxation
Profit on ordinary activities after tax
Minority interests
Dividends
Retained profit
Group Balance Sheet
Intangible fixed assets
Tangible fixed assets
Other assets and liabilities
Equity Shareholders’ funds
Minority interests
Earnings per share
Pre-goodwill earnings per share
Dividend per share MITIE GROUP PLC ANNUAL REPORT 2004 61
NOTICE OF MEETING
Notice is hereby given that the Sixty-Eighth Annual General Meeting of MITIE Group PLC will be held at The Merchants’ Hall, 
The Promenade, Clifton Down, Bristol, BS8 3NH on Thursday, 29 July 2004 at 12 noon for the following purposes:
Ordinary business
To consider and, if thought fit, pass the following Resolutions, which will be proposed as Ordinary Resolutions:
1. That the Accounts for the year ended 31 March 2004 and the Reports of the Directors and Auditors thereon be received.
2. That the Directors’ Remuneration Report for the year ended 31 March 2004 contained in the Accounts be approved.
3. That a final dividend for the year ended 31 March 2004 of 1.4p per Ordinary Share of 2
1
/2p each be declared.
4. That Neville Roger Goodman be re-elected as a Director.
5. That Colin Stephen Hale be re-elected as a Director.
6. That William Robson be re-elected as a Director.
7. That Deloitte & Touche LLP be re-appointed as Auditors of the Company until the conclusion of the next general meeting before which
accounts are laid and that their remuneration be fixed by the Directors.
Special business
To consider and, if thought fit, pass the following Resolutions, which will be proposed as Special Resolutions:
8. That the Directors be generally empowered, pursuant to Section 95 of the Companies Act 1985, to allot equity securities (within the
meaning of Section 94 of the said Act) for cash as if sub-section (1) of Section 89 of the said Act did not apply to any such allotment,
provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue in favour of the holders of Ordinary Shares of 2
1
/2p each where
the equity securities respectively attributable of the interests of all such Shareholders are proportionate (as nearly as may be) to the
respective number of Ordinary Shares held by them but subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with any legal or practical problems under the laws of any overseas territory or the requirements of any
regulatory body or any stock exchange in any territory or in relation to fractional entitlements; and 
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of
£385,000 (approximately 5% of the issued share capital); 
and this authority shall expire 15 months after the date of the passing of this Resolution or at the conclusion of the next 
Annual General Meeting of the Company, whichever comes first, save that the Company may before such expiry make an offer or
agreement that would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities
in pursuance of such offer or agreement as if the power conferred hereby had not expired. 62 MITIE GROUP PLC ANNUAL REPORT 2004
NOTICE OF MEETING continued
9. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the
Companies Act 1985) of Ordinary Shares of 2
1
/2p each in the Company, on such terms and in such manner as the Board of Directors of
the Company may from time to time determine, provided that:
(a) the maximum number of Ordinary Shares that may be purchased is 30,800,000 (approximately 10% of the issued share capital);
(b) the minimum price that may be paid for an Ordinary Share is 2
1
/2p, exclusive of expenses; and
(c) the maximum price that may be paid for an Ordinary Share is an amount equal to 105% of the average of the middle market
quotation of an Ordinary Share of the Company as derived from the Daily Official List of the London Stock Exchange on the five
business days immediately preceding the day on which the Ordinary Share is purchased, exclusive of expenses; 
and this authority shall expire 15 months after the date of the passing of this Resolution or at the conclusion of the next Annual
General Meeting of the Company, whichever comes first, except in relation to purchases of shares the contract for which was
concluded before the expiry of this authority and which might be executed wholly or partly after such expiry.
By order of the Board Registered Office:
35 Duchess Road
Rutherglen
Glasgow
Corina K Ross G73 1AU
Company Secretary
4 June 2004
Notes:
1. Any member entitled to attend and vote at this meeting may appoint one or more proxies to attend and, on a poll, vote instead of him or her.  A proxy need not be a member of the
Company.
2. To be effective, forms of proxy duly completed must be received by the Company’s Registrars, Computershare Investor Services PLC, PO Box 1075, Bristol BS99 3FA not less than 
48 hours before the time appointed for the holding of the meeting or any adjournment thereof.  Completion of a form of proxy does not preclude a member from attending the
meeting and voting in person.
3. The Company, pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those members registered in the Register of Members of the Company as
at 6.00pm on 27 July 2004 shall be entitled to attend and/or vote at the meeting in respect of the number of shares registered in their name at that time.  Changes to entries on the
Register of Members after 6.00pm on 27 July 2004 shall be disregarded in determining the rights of any person to attend or vote at the meeting.
4. The following documents will be available for inspection at the Registered Office and Head Office of the Company during normal business hours on any weekday (public holidays
excepted) from the date of this Notice until the date of the meeting, and at the place of the meeting from 11.45 am until its conclusion:
• The Register of Directors’ interests in the share capital of the Company kept pursuant to Section 325 of the Companies Act 1985; and
• Copies of the Directors’ service agreements and letters of appointment.
5. The total number of options to subscribe for Ordinary Shares that were outstanding as at 3 June 2004 was 11,381,830, representing approximately 3.7% of the issued share capital of the
Company. This would represent 4.1% of the issued share capital if the maximum number of Ordinary Shares were purchased under the authority proposed under Resolution 9. MITIE GROUP PLC ANNUAL REPORT 2004 63
SHAREHOLDER INFORMATION
These financial statements may be downloaded in pdf format from the Company’s website, which also contains additional general 
information on the Company.
8 December 2003
7 June 2004
29 November 2004 
Paid 31 March 2004
Due to be paid 30 September 2004 
(to Shareholders on the Register on 3 September 2004)
29 July 2004 
152.5p
118p
138p/100p
Telephone: 0870 702 0010
Website: www.computershare.com
Telephone: 0117 970 8800
Fax: 0117 302 6743
Contact: group@mitie.co.uk
Website: www.mitie.co.uk
Results
2004 Half year
2004 Full year
2005 Half year
Dividends
2004 Interim 1.1p (2003: 0.8p)
2004 Final (proposed) 1.4p (2003: 1.1p)
Annual General Meeting 
Venue: The Merchants’ Hall, The Promenade, Clifton Down, Bristol
Capital History
Mid-market price 2 April 2001 (date of subdivision)
Mid-market price 31 March 2004
2004 high/low
Registrars
Computershare Investor Services PLC
Lochside House
7 Lochside Avenue
Edinburgh Park
Edinburgh EH12 9DJ
Company Head Office
MITIE Group PLC
8 Monarch Court
The Brooms
Emersons Green
Bristol BS16 7FH MITIE Group PLC, 8 Monarch Court, The Brooms, Emersons Green, Bristol BS16 7FH
T 0117 970 8800  F 0117 302 6743
www.mitie.co.uk  E information@mitie.co.uk
MITIE is an equal opportunities employer