Matchtech Group plc Annual Report and Accounts 2015
Matchtech Group plc
Annual Report and Accounts 2015
A shared 
vision... Matchtech and Networkers are a natural fit, two 
businesses with similar cultures and values 
operating in complementary markets each with a 
healthy balance between contract and permanent 
net fee income. 
The acquisition of Networkers International plc, completed in April 2015, 
brings the Group not only a well-regarded presence in the Telecoms market, 
but also a new competence in multi-site, multi-jurisdiction management.
The combination of Networkers’ international candidate database with 
Matchtech’s largely UK contractor resource will allow the enlarged Group to 
address the global skills shortage issues reported by our fast-developing UK 
client-base, enabling us to better service more of their recruitment needs.
By enhancing our global capability, we are increasingly attractive to UK-
qualified engineers, who are highly valued throughout the world and are 
increasingly seeking to gain experience on the largest and most prestigious 
international projects.
Overall, the acquisition creates a significantly more geographically balanced 
business with scale in fast growing international markets and the increased 
client base opens up many cross-selling opportunities across the Group. 
Contents
Strategic Report
1  Highlights
2 Chairman’s Statement
4  Chief Executive Officer’s Review
8 Our Business Model
9  Our Strategy
17 Responsible Employer
18  Principal Risks and Uncertainties
26  Chief Financial Officer’s Report
Governance
30 Board of Directors
32 Directors’ Report
36  Corporate Governance Statement
40  Audit Committee’s Report
44   Remuneration Committee’s Report
Financial Statements
51 Independent Auditor’s Report
52  Consolidated Income Statement
52   Statement of Comprehensive 
Income
53  Statements of Changes in Equity
55 Statement of Financial Position
56   Consolidated Cash Flow 
Statement
57   Notes forming part of the
 Financial Statements
IBC  Corporate Advisors Market leading  
specialist recruiter
We only enter a market where we believe 
we can be the very best within it, with all 
our consultants specialising in very niche 
sub-sectors so they fully understand the 
client and candidate requirements. By 
bringing together three complementary 
recruitment sectors; engineering, IT and 
telecoms, we draw on our long-established 
relationships with clients, candidates, 
education, trade bodies, universities and 
academies to source scarce skills from 
across the world and match them to the 
most appropriate roles, wherever they 
may be.
A shared vision Best partner to  
clients and candidates
Our annual client and candidate satisfaction 
surveys, carried out by independent 
research companies, show that more clients 
and candidates regard our consultants as 
their ideal recruitment partner. We believe 
it is our culture, based on the shared values, 
through which they earn this accolade.  
Our most important drivers are our people, 
the relationships they build, our specialist 
focus and our global reach, which are all 
underpinned by a flexible service offering 
that balances excellence in both 
permanent and contract recruitment.
A shared vision Employer 
of choice
Our most powerful source of competitive 
advantage is the expertise and commitment 
of our talented consultants, who have 
close, long-term relationships with clients 
and candidates across the world. Ensuring 
their engagement is absolutely crucial, 
which is why we invest generously in their 
future with us: their remuneration is in the 
top quartile of our industry, complemented 
by a range of attractive work-place 
benefits and regular skills training. Above 
all, we offer exciting and fulfilling global 
career opportunities that will further 
strengthen their loyalty.
A shared vision Rapidly developing 
international business
Following the acquisition of Networkers, 
around 30% of our net fee income is 
generated in overseas markets, up from just 
2% previously. We intend to substantially 
expand our international presence in our 
existing markets, grasping cross-selling 
opportunities, as we build a sector-leading 
presence in all major geographical zones  
via our regional hubs. We have already 
started this process with new senior-level 
appointments in the US and the Middle East  
to join our already established offices.
A shared vision Premium stock 
for investors
The acquisition of Networkers opens up 
huge opportunities for the new enlarged 
Group to grow revenue, margins and profit 
conversion to achieve our industry’s most 
exciting and attractive financial returns. 
The potential for faster growth and 
consistently stronger margins, through 
close sales synergies between the UK and 
our international networks, will gather 
momentum from 2016 onwards. The 
acquisition also allows the Group to achieve 
cost synergies through the rationalisation 
of two back office functions.
A shared vision Who  
we are 
What  
we do 
How  
we do it 
Matchtech Group was founded over 30 years ago and 
AIM-listed in 2006. We have grown, both organically  
and through acquisition, to become a leading specialist 
recruitment group, first with a UK focus and now with 
truly international reach.
Following the acquisition of Networkers International  
in 2015, we provide clients across the world with expert 
engineering, IT and telecoms recruitment services via  
an established and profitable network of offices serving 
the most important regional hubs.
Our skilled and engaged consultants are at the heart  
of our business, nurturing relationships with leading 
clients and candidates across the world. As engineering, 
IT and connectivity converge, we can increasingly satisfy 
the full recruitment needs of major players in the global 
industries we serve. Strategic Report
Highlights
Steady results across  
the business
1
Group revenue 
£502.3m
2015 excluding Networkers: £445.0m                                
2014: £451.6m
Net fee income
2
£54.8m
2015 excluding Networkers: £45.3m                     
2014: £45.0m
Adjusted EBITA
3
£16.8m
2015 excluding Networkers: £14.5m                     
2014: £13.6m
EBITA
 
£14.0m
2014: £13.6m
Adjusted profit before tax
3 
£15.7m
2015 excluding Networkers: £13.8m                     
2014: £12.6m
Profit before tax 
£11.3m
2014: £11.9m
Adjusted basic earning sper share
3 
45.3p
2014: 39.2p
Basic earnings per share
 
31.0p
2014: 37.0p
Dividend per share
 
22.0p
2014: 20.0p
Dividend cover
 
2.1x
2014: 2.0x
1
 Results include 4 months trading of Networkers International plc
2
 Net fee income is calculated as revenue less contractor payroll costs
3
 Adjusted results excluding acquisition costs of £1.7m, non-recurring costs 
of £1.0m and amortisation of acquired intangibles of £1.7m (2014: £0.7m) 
1 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Chairman’s Statement
Matchtech and Networkers  
are a natural fit, with limited 
client crossover
Reflecting on a watershed year for Matchtech Group
Looking back at the 2015 financial year, the Board recognises 
that it was a watershed year for Matchtech, with the acquisition 
in April 2015 of Networkers International plc.
In Networkers, we found the excellent international network 
and telecoms expertise we sought. Equally important, it is 
culturally well aligned with Matchtech.
Under Brian Wilkinson’s leadership as our CEO, we also made 
significant progress in strengthening the Group to position  
it for future challenges and opportunities.
Financial results and final dividend
Reflecting a year of solid achievement, adjusted basic earnings 
per share were up 16% to 45.3 pence (2014: 39.2 pence). 
Further information on Group performance is provided in the 
Chief Financial Officers report.
The Group’s progressive dividend policy remains an important 
part of our investment proposition and this will continue 
following the acquisition. The Board recommends to 
shareholders a final dividend of 16.32 pence per share, an 
increase of 12% on last year. This gives a total dividend for the 
“ Looking back at the 2015 financial 
year, the Board recognises that it 
was a watershed year for Matchtech, 
with the acquisition in April 2015  
of Networkers International plc.  
As I step down from my period as 
Interim Chairman, I have never felt 
more positive about the potential  
of Matchtech Group, its performance 
and that of the industries it serves.  
I know the business will strive to 
capitalise on all of the opportunities 
in front of it.” 
Ric Piper
Interim Non-Executive Chairman
2 
MATCHTECH GROUP 
Annual Report and Accounts 2015 year of 22.00 pence per share (2014: 20.0 pence) up 10% with 
an adjusted dividend cover of 2.1 times (2014: 2.0 times). 
If approved by shareholders at the Annual General Meeting, to 
be held on 2 December 2015, the final dividend will be payable 
on 11 December 2015 to those shareholders registered on 
13 November 2015.
Delivering the future
The CEO’s Statement explains how we have reorganised 
reporting structures to support even stronger client relationships 
and make the best use of our expanded reach and expertise. 
The formation of our new Management Board has also given a 
more appropriate managerial structure for future development 
and growth.
We are delivering against our ambition to be the employer  
of choice for staff as we develop and accelerate their careers. 
The Board thanks all our colleagues for their achievements  
and commitment in this watershed year.
We have made good progress on integrating Networkers into 
the Group, focusing primarily on gaining the greatest possible 
benefits for clients from our new global scale. 
In an important exercise to get to know every individual,  
the CEO visited all 10 overseas offices in the network within  
2 months of the acquisition. 
These are early days however, and much remains to be done, 
particularly in terms of client integration and also investing  
to upgrade some regional back office systems to support  
future growth. 
New Chairman 
I am very pleased to welcome Patrick Shanley as Non-Executive 
Chairman with effect from the end of the Annual General Meeting 
on 2 December 2015. 
I am confident that Patrick’s skills and experience will be 
invaluable for the Group over the coming years.
Outlook 
As I step down from my period as Interim Non-Executive 
Chairman, I have never felt more positive about the potential  
of Matchtech Group, its performance and that of the industries 
it serves.
We have great staff and management, well led by an 
exceptional CEO in Brian Wilkinson.
Above all we have our culture, one which has served us so very 
well over the last three decades.
I know the business will strive to capitalise on all of the 
opportunities in front of it.
Ric Piper
Interim Non-Executive Chairman 
29 October 2015
Introducing Patrick Shanley 
Patrick, 61, has extensive boardroom experience and 
is currently Chairman of chemicals business, Accsys 
Technologies. Patrick has previously been Chief Financial 
Officer of Courtaulds plc and Acordis bv, Chief Executive 
Officer of Corsadi bv, Chairman of Cordenka Investments bv. 
and Chairman of Finacor bv. Patrick began his career working 
for British Coal where he qualified as a Chartered 
Management Accountant. He has a strong operational, 
restructuring, merger and acquisition background within  
a manufacturing environment.
What the integration will  
mean for shareholders
How will the integrated business  
increase shareholder value?
The achievement of sales synergies across the 
integrated business, leveraging the international 
office network to best effect, is ultimately what will 
drive shareholder value forward.
How is the Group improving its 
organisational culture following  
the acquisition?
Placing a high regard on culture during the integration 
has been key. Whilst we are culturally similar, 
underpinned by almost identical values, there are 
some clear differences neither of which are right.  
We will learn from each other and take the best from 
both businesses forward.
Q&A
3 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Chief Executive Officer’s Review
Major opportunities in our  
core markets
A key strategic move in meeting client and  
candidate needs
The year under review was highly significant for the Group as 
we acquired and began to integrate into our business Networkers 
International plc, the highly respected international recruitment 
firm specialising in Telecommunications, IT and Engineering. 
The acquisition was a key strategic move as we respond to  
and anticipate the development of client and candidate needs.  
As the UK’s leading provider of white collar engineering 
professionals, we believe that the evolution to advanced 
electronic software-based systems from traditional mechanical 
and older electrical technologies and the increasing 
globalisation of many of our leading clients are equally 
significant to our future.
The acquisition of Networkers addressed both these important 
trends more rapidly, more cost-effectively and with less risk 
than the alternative of organic growth to achieve the  
same result. 
New market entry
Networkers' presence in the telecoms and connectivity arena 
brings us immediate access to an important new market, as the 
Internet of Things (IoT) becomes a reality.
“ We continue to see major  
opportunities in our core markets  
of white-collar engineering and 
technology recruitment. Both 
digitisation and converging  
technology are creating further 
opportunities in these areas  
and the addition of telecoms 
recruitment to our portfolio  
creates an even stronger  
specialist Group.” 
Brian Wilkinson
Chief Executive Officer
4 
MATCHTECH GROUP 
Annual Report and Accounts 2015 attraction and development and seek to reduce attrition to 
levels below the industry average. 
Enhancing strategic delivery
The acquisition has confirmed the validity of our three 
pillared strategy.
First, we have sharpened our focus on our three core vertical 
markets of Engineering, IT and Telecommunications by reorganising 
the reporting structure of our various Group companies to reflect 
where our vertical-market expertise is strongest. 
Networkers’ energy and engineering business has been 
integrated into Matchtech Engineering and teams combined 
from the established IT businesses of Networkers, Connectus 
and Provanis teams. Barclay Meade and Alderwood continue to 
provide the professional staffing and training recruitment 
services which are so vital to our key client base and we intend 
to continue the development of both businesses from our 
Whiteley, Hampshire campus. 
Secondly, we are already seeing positive movement up  
the value chain. For example, average time-sheet value  
has grown by 5%, while the average fee charged in our 
permanent business is up by 12%. The introduction of 
Networkers’ historically higher margin and higher fee  
business can only accelerate this progression. 
The acquisition has most clearly acted as a catalyst for our third 
strategic priority – to “go global”; already, we are generating  
a combined 30% on our net fee income from outside the UK,  
What the integration will  
mean for shareholders
What do you think the integrated business 
will look like in 2016 and beyond?
This is a watershed year for the Group and I believe 
the acquisition is the launchpad for far greater 
things. Once the integration is complete the 
business will have a stronger foothold in our key 
markets of Engineering, IT and Telecoms and have 
efficient and value adding backoffice functions.
When and how do you plan to start the 
expansion of the international network?
This is already underway. The acquisition only 
completed in April so we have had to work fast to 
identify the opportunities to capitalise on first. It 
takes time to mobilise people but we already have a 
number of staff preparing to relocate, including one 
senior manager, who will head up the Americas.
One high-profile example is the growing emphasis that 
automotive manufacturers are placing on the so-called 
connected car. In the 10 years that Matchtech has focused on 
automotive technology, we have seen software development 
building on engine-control and safety systems to enable 
connectivity. This further increases the value of advanced 
software and electronics expertise to the automotive industry, 
and similar trends are now being seen in some of our other 
markets, including avionics and maritime. The expanded 
Matchtech Group can now meet substantially more of the R&D 
recruitment needs of the biggest players in all these markets.
Rapid globalisation
Acquiring Networkers has given us a physical presence in nine 
countries – all regional hubs – to add to Matchtech’s strong 
position in the UK. As noted above, the acquisition has 
substantially reduced the costs and risk involved in international 
expansion, giving us instantaneous access to the key markets of 
the Middle East, North America and South-East Asia that we had 
already identified as strategically vital to our future. 
Further, the international presence and new competencies in 
multi-site management that the acquisition brings us correlates 
to the changing needs and expectations of our clients as they 
expand their businesses across the world. 
We are well positioned to deliver the global staffing solutions 
that such clients need, enabling us to attract and retain much 
more of their recruitment business.
The world’s best projects
Additional factors also persuaded us that Networkers was the right 
acquisition target – it has a great brand, with the quality, 
reputation and status as a leading player in telecoms recruitment 
that we were looking for. It was already profitable in all its national 
markets, including its most recently opened operations. It was in 
the right places across the world to serve all global Anglo-Saxon 
and Anglo-American recruitment markets. And the acquisition 
formed what we believe can be the world’s leading tech-focused 
recruiter in our shared specialist markets. Critically, it also means 
that we can now demonstrate to the best candidates that we are 
their route to the world’s best engineering, telecoms and 
technology projects, no matter where these are to be found. 
In short, the acquisition of Networkers has accelerated the 
achievement of the company vision for 2017 that we set out  
last year: to be the market-leading specialist recruiter; the 
employer of choice in our sectors; the best partner for clients 
and candidates alike; to have a fast-developing international 
business and to be the premium recruitment stock for investors.
The most engaged consultants
At the core of achieving this vision is the additional power  
we now have to engage with the industry’s best and most 
productive recruitment consultants, based on the enhanced 
career opportunities our larger, more diverse and international 
business can now offer our people. This is fundamental to 
achieving significantly faster organic growth over the coming 
years and our research confirms to us that individuals are 
critical if we are to build, evolve and maintain all-important 
long-term relationships with clients and candidates alike. 
We believe, therefore, that the recruitment business with the 
most engaged consultants will perform at the highest levels. 
Developing and retaining our staff is a key priority. The Board 
and senior management team continually review staff 
Q&A
5 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements up from just 2% before the acquisition. We have subsequently 
amended this priority to “think global” which is encouraging 
our people to maximise cross-selling opportunities around 
the world to support and drive growth in all our local and 
regional markets. 
Integrating our organisations
The process of integrating the two organisations has started 
well. As the two management teams have come together,  
we have found a great deal in common both culturally and 
professionally. Following a series of visits to all our offices 
across the world, during which I have met almost every member 
of staff, I have been extremely impressed by the attitude, 
enthusiasm and energy of everybody in the business. 
We now have the rare opportunity to learn from one another and 
pick the best aspects of each organisation to apply to the integrated 
“whole”, ensuring that the resulting Group will be considerably 
stronger than its composite parts. We are applying this “best of 
both” approach to our brands, our structure and roles – allocating 
key roles to the most appropriate and experienced people, 
regardless of which company they come from. Already, we have 
been able to identify a number of talented individuals and relocate 
them from the UK to other countries to drive growth. We are 
increasingly recognising the value to our business of having people 
with local cultural understanding and languages across the world, 
based alongside the English-speaking core of the organisation.
Operational aspects of the integration programme are 
continuing. In areas like finance, HR, IT and management, we  
are already achieving cost synergies and best practice. Areas 
for rationalisation remain. For example, we still have two CRMs, 
two back offices and two sets of associated systems. This 
duplication will be addressed. 
We have already identified synergies in Stock Exchange listing 
costs, the Board and management overhead, the rationalisation 
of property. These synergies should realise in the region of 
£1.3m in FY2016 on a fully annualised basis. We expect more 
cost synergies to follow as we progress the integration and we 
combine some back office functions.
We have chosen to reinvest some of these cost synergies to 
improve the business and accelerate future growth. We are 
investing to improve connectivity in some regional offices to 
support long term growth, as well as strengthening functional 
management in some areas. We are building on our existing 
strong business development capability and we expect to see 
sales synergies come through in FY2016, although early-stage 
progress, such as on joint bids, is already highly encouraging. 
In addition, we are currently undertaking in-depth research  
to better understand the positioning and value that our brands 
currently have in their individual markets. This will ultimately 
enable us to reduce costs and maximise growth by taking our 
strongest brands forward.
Culture and values
In my view, the most important work currently underway is  
our initiative to link culture and values across and through 
every level of the organisation. Cultural integration is vital to  
our long-term success, so we are taking this process extremely 
seriously, carrying out a worldwide series of workshops and 
“get-to-know-you” sessions as important precursors to, and 
catalysts for, seamless integration.
Strategic Report
Chief Executive Officer’s Review continued
Performance
This year the Group has delivered NFI of £54.8m,  
with both Matchtech and Networkers delivering broadly  
at the same level as the same period last year. Our ability to 
effectively manage our cost base has led to a 10% growth  
in adjusted profit before taxation from the existing businesses 
to £13.8m, before the beneficial impact of Networkers’ four 
month contribution of £1.9m in the period.
The acquisition now gives us a platform to push on and 
continue to grow into a global marketplace. On behalf of the 
Board I would like to thank all our dedicated staff , contractors 
and candidates for their contribution to the business this year. 
Outlook
The 2016 financial year has started well, in-line with 
management’s expectations, with many buoyant markets across 
the Group’s core sectors. 
In engineering, particularly encouraging is the continued progress in 
the Infrastructure division where relationships with key multi-
national clients will be expanded internationally, as well as in the 
Automotive, Aerospace and Maritime markets. In Energy, the Group 
now enjoys a strong position in the growing European renewables 
arena. The Telecoms sector is also performing well, fueled by clients 
investing in 4G and converged service offerings. The newly 
combined IT team is well placed to take advantage of strong demand.
We are delivering cost synergies in areas including listing costs, 
the Board, management and property, with the remainder of the 
envisaged synergies on track for FY2017. A portion of the 
savings will be used to make investments in sales and 
marketing, regional management and connectivity for some 
international offices, to increase the focus on large major 
accounts and to optimize operational efficiency.
The Group has a good new business pipeline and signs of sales 
synergies are coming through, with early joint bids progressing 
well. We are now in a position to pursue more larger-scale 
relationships and have identified opportunities across multiple 
geographies and disciplines in our three verticals. A number of 
staff have already been selected to relocate to international 
offices to accelerate the growth opportunities.
Looking ahead, we regard all international locations to be a huge 
opportunity to advance our activities in local and regional 
markets across the world and are. We are planning for substantial 
growth in selected countries over the next few years. 
We believe the high engagement levels of our exceptional 
people will continue to underpin the lasting loyalty of clients 
and candidates alike, delivering enhanced shareholder value 
and improved returns. 
I am optimistic about the future prospects for the Group 
confident that in the medium and longer term, we and can look 
forward to strong growth in all our markets based on the truly 
global scale and the greater brand awareness that comes with 
leadership status.
Brian Wilkinson
Chief Executive Officer 
29 October 2015
6 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report
Combined Group overview
A new, stronger Group
 60 0
Sales staff
1
 Recruitment International Top 500 Report 2015
Top 3 UK IT/Telecoms  
recruiter specialist
1
UK’s No.1 
Engineering  
recruitment  
specialist
1
10
 Countries
5
Continents
13
Offic es
100
Countries we recruit in
4,000
Permanent  
placements  
9,000
Number of  
contractors 
7 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements   
 
 
 
 
 
 
 
 
55%
Engineering
25%
IT
20%
Telco 
70%
Contract 
30%
Permanent 
70%
UK 
30%
Framework 
45%
PSL 
30%
International 
25%
Contingent 
Strategic Report
Our business model
Creating sustainable value 
As a specialist recruitment business, Matchtech Group 
provides clients and candidates in the engineering, IT and 
telecoms sectors with a range of contract and permanent 
solutions that meet their individual needs.
We build and maintain competitive advantage by providing 
unrivalled career-development opportunities that attract, 
retain and, above all, engage our industry’s best consultants 
and managers.
We have a broad and proven mix of business streams and 
client relationships, and are careful to balance our contract 
and permanent business, our corporate and contingent client 
accounts, and our UK and international activities that best 
deliver shareholder value. 
Currently, around 30% of our business is international.  
We generate strong recurring revenues across the world,  
with 70% of our net fees being generated through  
contract placements. 
The ongoing integration of Networkers is increasingly 
enabling management and back-office synergies and cost-
efficiencies. It is increasingly driving service improvements  
as we identify and apply the best aspects of both 
organisations across the expanded Group.
Our business is highly cash generative. We deploy this cash 
through re-investment in growth, enhancing our business, 
rewarding our employees and providing a consistently 
progressive dividend to our shareholders.
Net fee income
1
Shareholder 
value
Resilient
Recurring
Established
Market Leader
Efficient
High Conversion
Shareholder 
value
High Margin
Cash Generative
High Growth 
Potential
International 
Markets
Shareholder value
Established
Flexible
Expert
Balanced
Funding
International
Specialist
Resilient
Yield
1
 Based upon 31 July 2015 
combined annualised results
8 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report
Our strategy
A sound strategy for growth
Our strategy
At Matchtech Group, we are clear about our purpose – why we are 
here, why we exist. Of course, like any business, we are here to 
serve shareholders through increasing sales and profits. But we 
recognise that this generic raison d’etre isn’t enough to produce 
the results we want. We are here to:
Engage our staff
In an industry where differentiation is difficult to achieve, our true 
USP is our people. Our specialist consultants are experts in their 
niche markets generating relationships across the world with key 
industry organisations and relevant clients and candidates. We 
work hard to ensure that our staff feel valued, aiming to pay at the 
upper quartile in total reward and – more importantly – creating an 
environment and culture in which people prosper, feel involved 
and are proud of working for Matchtech Group. 
Delight our clients
Our clients want to know we are going the extra mile for them. 
They take it as a given that we will have relevant candidates, that 
we will know their industry and that we represent good value for 
money. To ensure clients choose us, we add value through the 
depth of our market knowledge, sharing valuable market 
intelligence and gaining an understanding of their company, 
including their culture and values. 
This makes it easier for us to find them the best candidates in 
markets across the world. Our clients tell us through survey 
feedback that our consultants do a better job than others, that  
we represent their employer brand well and that we demonstrate 
persistence in filling their vacancies.
Promote our candidates
We strive to provide a personalised service, developing 
relationships which last throughout a candidate’s career, not just 
one placement. Our consultants take the time to develop a deep 
understanding, not just of a candidate’s skills and experience,  
but also of their career goals and values, to ensure we promote 
them effectively and place them in a role and a company which  
is right for them. We are passionate about constantly improving 
contractor retention; if a contractor values the service they 
receive, they will become advocates for life, enabling us to place 
them throughout their career. Our candidates also value the 
market knowledge we provide.
We believe the newly expanded Group is already in a strong 
position to deliver against the priorities of our candidates and 
clients. We feel that our unique culture, underpinned by our values, 
will enable us to outperform our competitors and increase 
shareholder value.
Sharpen our focus
We have mapped our most attractive 
markets to our areas of strongest 
capability, investing heavily in additional 
consultants, who add to our sales activity 
in growth markets to ensure that we realise 
their potential in the medium term.
We will have bigger, stronger teams in  
our chosen areas, specialising to a greater 
extent than ever before. This will increase 
the impact we make in the market, as more 
salespeople mean increasing client 
contact, generating a faster flow of 
higher-quality jobs. In turn, more quality 
jobs mean more candidates applying to us, 
enabling us to provide a better service to 
our clients.
Having more specialist consultants 
also enables us to become more active  
in our chosen markets, produce more  
white papers, exploit more speaking 
opportunities and write more blogs.  
This creates a virtuous circle that enables 
us to become acknowledged experts in  
our chosen fields – the people to go to for 
candidates and clients in the sectors  
where we can be most successful.
Move up the value chain
This covers both contract and permanent 
recruitment. In contract recruitment, 
moving up the value chain is about 
increasing our average contract margin 
percentage. We will achieve this by 
working with clients who really value the 
service we provide and do not see it as a 
commoditised product. 
There are acute skills shortages in many 
of our markets. Our expertise is in 
sourcing and placing hard-to-find 
candidates, which is difficult and adds 
real value. Our clients expect to charge 
the right price for their services, and we 
should do the same.
The permanent recruitment market is 
changing. Many clients now source junior-
level candidates in-house. We ensure we 
have innovative methods to source 
hard-to-find candidates that clients don’t 
have access to themselves. The Group is 
now focusing on and placing more senior, 
higher-salaried candidates. Achieving these 
objectives will drive profitable growth.
Go global, think global
Globalisation is affecting every industry 
and market. Many of our clients are 
international companies and those who 
are not are increasingly being acquired 
by global groups. Our candidates have 
always been valued internationally due 
to the strong reputation of British-
trained engineers and technologists.
In order to solve our clients’ skills 
shortage problems, for some time we 
have increasingly turned to offshore 
markets to source candidates. 
The Networkers acquisition has radically 
accelerated our internationalisation 
programme, giving us strong, profitable 
locations in 10 new international markets. 
Now our strategic emphasis has shifted to 
“think global”, driving new cross-selling 
opportunities across the world and 
growing our existing presence in all  
our markets.
9 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Strategy in action
We know from our external market research that our clients and 
candidates want to work with a specialist recruiter and the key 
to achieving this is to ensure our consultants have a narrow and 
deep focus in their core area of specialism. 
In contract recruitment this year we have further defined every 
consultant’s product offering, into niche skillsets and locations 
that match our clients’ current and future requirements. 
This enables our consultants to maintain sharp focus, build 
long-term relationships and become ‘thought leaders’ in  
their market. 
Whilst our average contract margin has only marginally 
increased due to the large proportion of agreed framework 
contracts, we have seen an increase in the margin generated 
from new contingent business.
Sharpen  
our focus 
10 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report Governance Financial Statements
11 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report
Strategy in action continued
During the year Matchtech appointed a head of permanent 
business and extended the roll out of our talent pool model. 
The aim is to sharpen the consultant’s focus onto identifying 
and sourcing highly sought after, niche candidates and matching 
them to ideal vacancies. 
Moving the focus from a vacancy-led strategy to a candidate- 
led strategy in a skills shortage marketplace is helping us to 
move up the value chain and achieve higher margins. 
This gives the consultants greater focus in their niche. As well  
as enhancing the candidate and client experience, it has the 
added benefits of reducing the cost of candidate attraction  
and ensures we follow a candidate throughout their career.
This is self evident in the Networkers’ business where they 
already operate this model and have higher average margins 
than Matchtech. This year the average salary of permanent 
placements and the average fee charged have increased.
Move up the  
value chain
12 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report Governance Financial Statements
13 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report
Strategy in action continued
The acquisition of Networkers has accelerated the Group’s 
strategy and ambition to globalise the business. What would 
have taken many years to create organically, we now have  
in a network of 10 profitable international offices.
We see many opportunities from which we will be able to  
export Matchtech services, benefiting from the experience  
of Networkers local management and the ability to be closer  
to international clients. 
This has also opened up the chance for staff who have 
ambition to move overseas to continue to build their careers 
within the Group, employees previously we may have lost to 
other organisations. 
We have identified the markets we can capitalise on. We  
have created over 20 specific vacancies and are already in the 
process of relocating a number of experienced employees, the 
first being a senior manager to head up the Americas business. 
We are encouraging staff to think global when considering the 
opportunities the Group now has.
Think global
14 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report Governance Financial Statements
15 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Revenue £m
502.3
451.6
408.9
271.4
301.8
15 14 13 12 11
Adjusted EBITA
3
 £m
16.8
13.6
10.7
8.7
6.8
15 14 13 12 11
Operating Cash Conversion %
115
124
110
106
-72
15 14 13 12 11
Net Fee Income £m
54.8
45.0
38.4
36.1
29.8
15 14 13 12 11
Adjusted Profit Before Tax
3
 £m
15.7
12.6
10.1
8.0
6.4
15 14 13 12 11
Net Debt £m
4
-3.1 -33.6 -10.5 -14.5 -16.0
15 14 13 12 11
NFI Conversion %
31
30
28
24
23
15 14 13 12 11
Adjusted Diluted EPS
3
 £m
43.3
37.1
31.6
23.5
19.7
15 14 13 12 11
Dividend Per Share pence
22.0
20.0
18.0
15.6 15.6
15 14 13 12 11
Strategic Report
Key performance indicators (KPIs)
Measuring our progress
1
 Results include 4 months trading of Networkers International plc
2
  Net Fee Income is calculated as revenue less contractor payroll costs
3
  Adjusted results excluding acquisition costs of £1.7m, non-recurring costs of £1.0m and amortisation of acquired intangibles of £1.7m (2014: £0.7m)
4
 Increase in net debt due to funding of the Networkers acquisition 
16 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Strategic Report
Responsible Employer
Building relationships across 
the business
Successful delivery of our Group strategy is underpinned by our 
approach to doing business. We are committed to operating 
responsibly, making decisions that take account of the impact 
on everyone around us. 
This approach is integral to everything we do, both operationally, 
with our client and candidate relationships and within our local 
communities. In 2015, we continued to review our processes 
that enable us to manage our responsibilities effectively. 
We have categorised sustainability into four key areas; 
workforce, community, environment and marketplace,  
ensuring that we give each element equal focus.
Workforce
Engaging with our employees is fundamental to the Group’s 
purpose. Over the past year we have focused on making 
changes from feedback received in our 2013/14 employee 
engagement survey. We have introduced new maternity leave 
benefit to support working mothers, enhance our current 
offering and to attract and retain female professionals. 
We have embarked on the Everywoman Network trial, which is 
a professional networking body recognised globally in driving 
the development of women at all levels in an organisation. 
Despite its name, the network has proved useful to men, not 
only with their own development, but in understanding the 
behaviours of men and women that can compliment each other 
and help maximise business performance. 
We have invested in our learning and development and created 
our first ever training academy. The first phase targets the 
foundation layer of our sales competencies, supporting the 
development of both our permanent and contract consultants. 
We have enhanced our succession planning process starting at 
the senior leadership level by assessing competencies and 
performance against our strategy. Over the course of next year, 
we will extend this to middle and junior management. 
Finally, as an international employer, staff mobility is 
important. We are committed to engaging with our staff and 
creating the opportunity for employees to work overseas. We 
plan to introduce consistent processes and global supplier 
arrangements to ensure we offer guidance, support and 
incentives in line with our talent management activities. 
Community
We have a strong tradition of encouraging our employees to 
get involved with their communities. Each of our brands has a 
dedicated CSR committee and supports their own community 
projects, chosen by their employees. Some of the initiatives we 
have been involved with in 2015 include:
• Give and Gain day – a volunteer project to improve the garden 
facilities for a school for children with disabilities
• A team of over 80 staff entered and took part in the 
JP Morgan Chase Run in London
• A ‘Giving tree’ initiative to donate Christmas presents 
to children in hospital over the Christmas period
Environment
We are continually striving to improve the impact we have 
on our environment and have implemented an accredited 
environmental management system (ISO 14001:2004) to 
ensure that these issues are addressed at all levels within  
the Group. 
We set environmental objectives and targets and these are 
periodically reviewed internally for effectiveness. Over the 
last year, we have completed our Energy Savings Opportunity 
Scheme (ESOS) assessment. 
Marketplace
To ensure our business is sustainable in our marketplace, we 
are constantly looking at external data and global trends to 
ascertain how macro-economic, environmental and social 
trends could force changes to the business and its future. 
We test new ideas, business models and technology to ensure 
our service is viable for the future. 
We also ensure that we continually check our client and 
candidates’ engagement with our service with annual in-depth 
independent research. 
Our senior leadership team got behind a fund-raising 
initiative for the Rainbow Centre. They were put in stocks and 
staff paid to throw wet sponges at them. Our CEO, Brian, was 
‘arrested’ and staff donated money to bail him out of jail.
17 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Principal risks and uncertainties
Effective risk management
Executive 
leadership
Risk 
management
Audit 
Committee
Financial & compliance
Financing
A failure to secure adequate financing, whether 
to fund expansion, trading or finance a bad 
debt, would have a material effect on results. 
The level of contract margins, net fee income 
conversion, contract versus permanent 
balance and the speed of growth all affect 
the Group’s ability to generate cash.
Mitigation 
We maintain a strong balance sheet with low gearing. Following the 
acquisition of Networkers, a similarly cash generative business, net debt at  
31 July 2015 was £33.6m, with committed banking facilities of £95m. We hold 
regular discussions to ensure we have the bank’s backing to fund strategic 
plans and have procedures to check the creditworthiness of new clients with 
external agencies, regularly reviewing credit limits.
Integrity of financial controls 
A failure to maintain sufficient financial 
controls may lead to reputational damage, 
financial loss or incorrect financial 
information used to manage the business.
Mitigation 
The Group maintains a financial control framework which is reviewed and audited 
annually. The controls include the Board review of the Group’s performance each 
month. An external audit is performed on the Financial Statements. Networkers’ 
financial controls will be integrated with the Group’s control over the coming year.
Compliance and regulatory obligations 
Navigating the business through the large 
number of compliance and regulatory 
changes has become more complicated. 
Non-compliance places risk upon clients and 
the Group.
Mitigation 
The Group works closely with its in-house compliance team, its financial and 
legal advisors and recruitment governing bodies, such as the Recruitment and 
Employment Confederation (REC) and the Association of Professional Staffing 
Companies (APSCo), to ensure that the business is up-to-date on these issues 
and that the appropriate systems and processes are in place.
Foreign exchange 
Trading across international borders raises 
the risk of foreign exchange differences 
between trading currencies, both in terms of 
cash and in terms of translated results. 
Internationalising the business increases this 
risk which has been accelerated with the 
acquisition of Networkers.
Mitigation 
The Group monitors exchange rates closely and manages the risks as follows:
i) For sales denominated in foreign currency, the Group seeks to ensure direct 
costs associated with the sale are also denominated in the same currency.
ii) The Group monitors the gap in assets and liabilities denominated in foreign 
currencies required to be translated into sterling at the balance sheet 
exchange rate. Where the risk is considered to be significant, the group will 
enter into a forward exchange contract with a reputable bank to minimise it.
iii) The Group has a policy of regularly exchanging surplus foreign currency to 
minimise the gap in assets and liabilities denominated in foreign currency.
Executive management regularly 
review the risks to the business and 
report to the Board
Strategies to mitigate  
key risks and their potential  
impact on the Group are regularly 
discussed and reviewed by the 
Board and the Executive
Reviews the effectiveness of the 
Group’s internal control procedures 
and risk management systems
Board
The Board of Directors meets at least once a month. It incorporates  
the consideration of risks as a part of its decision making process.
Our risk model
18 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Market
The economic cycle
The level of recruitment activity is largely linked to the 
general performance of the economy. A cyclical downturn  
can lead to uncertainty in businesses, which affects their 
confidence in the recruitment of permanent staff.
Mitigation 
The Group’s acquisition of Networkers means that around 
30% of Group business is in overseas territories. This has 
reduced the risk of reliance on one marketplace. The Group’s 
focus on long project-based recruitment leads to a more 
stable business stream with around 70% of the Group’s net 
fee income (NFI) generated from recurring contract business 
across a broad range of sectors and clients.
Dependence on key clients
Too great an exposure to one or a few clients can lead to an 
over reliance on those clients. Any major client ceasing to 
procure services from the Group, or not paying for services 
provided by the Group in a timely manner, may have a material 
adverse effect on cash flow.
Mitigation 
The Group has over 2,000 fee paying clients, with the largest 
client only representing 6% of Group net fee income. The 
Group’s public sector funded NFI is derived from many parts 
of the public sector, with few large concentrations of 
contractors working on single projects. Approximately 
three-quarters of this public sector funded NFI is generated 
with outsourced providers working on long-term contracts 
and ongoing infrastructure projects.
Competition
The recruitment market is highly fragmented and competition 
is intense.
Mitigation 
The Board and Executive regularly meet to discuss and agree 
strategy to minimise this risk, and recognise the importance 
of its bids and tenders capability to ensure that it maximises 
opportunities within the marketplace. The Group undertakes 
a regular client framework review, seeking to ensure it 
minimises the risk of losing clients to competitors.
Investment in new sectors and geographical markets
Failure to expand into new markets could result in a business 
growing within a specific sector and eventually reaching 
saturation point.
Mitigation 
The acquisition of Networkers has led the Group into the 
Telecoms market and has delivered a network of profitable 
offices in international territories that offer great 
opportunities to the Group.
Shortage of skilled candidates 
In a candidate shortage marketplace there is increased 
competition for highly skilled engineers in many sectors.
Mitigation 
The Group employs a resource team that reviews the internet 
job boards for the most up-to-date candidates and search 
engine optimisation seeks to ensure that the Group’s website is 
one of the primary results returned from internet searches for 
jobs in our sectors, driving candidates directly to our database.
Strategic & operational
Loss of key management and staff 
Failure to attract, develop and retain key staff could lead to a 
lack of necessary expertise or continuity to execute strategy.
Mitigation 
The Group gives its staff a clear structured career path within 
the newly expanded structure. The Networkers acquisition 
gives staff that seek to work overseas the opportunity of a 
network of locations within the Group. The Group maintains 
short lines of communication to senior managers and has a 
succession plan in place for key positions.
Technology systems including data security 
There is a risk that IT systems become out of date, external 
software suppliers become inflexible or that the business 
becomes over reliant on external systems and databases.
Mitigation 
The Group is undertaking a review of its technology systems to 
seek the most appropriate platforms for the combined business 
for the coming years.
Loss of business continuity
Operating from one site can lead to a risk from loss of 
business continuity.
Mitigation 
The Group’s business continuity strategy includes a highly 
resilient infrastructure within the Group’s main multi-building 
site in Whiteley, Hampshire. This will be replicated in the main 
Networkers’ site in Bromley, Kent.
19 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Engineering
Strong permanent fee growth
This was a solid period for Engineering, during which we delivered 
6% growth in NFI to £28.7m (2014: £27.1m). Contract NFI grew 2% 
to £23.1m (2014: £22.6m) and permanent fees were up 24% to 
£5.6m (2014: £4.5m).
Engineering comprises six clearly defined divisions, enabling us  
to keep niche specialisation in each of our markets. The structure 
also enables us to react quicker than ever before to emerging 
changes in individual markets, allowing us to maximise 
opportunities for growth in particular sectors or to respond  
to challenges in others.
From the engineering perspective, the addition of Networkers’ 
energy and engineering business is a tremendous advance thanks 
to the new internationalism of its market place and its success in a 
broad range of niches that are mainly complementary to those 
already established within Matchtech.
Infrastructure
Our infrastructure division, which focuses on primarily UK-
based projects in environmental & water engineering, 
highways, transportation & planning, property and rail sectors, 
had a highly successful year with significant NFI growth in both 
contract and permanent recruitment.
We supported major players in many key infrastructure 
projects, including the Thames Tideway Tunnel (due to start 
construction in 2016) and the HS2 high-speed rail link between 
London, Birmingham, the North West and Yorkshire (with 
first-phase construction starting in 2017). Other major projects 
include the new M8 scheme, part of a major programme of 
improvement to Scotland’s motorway network, and the M1 
smart motorway scheme, which has been underway since 2013.
While the completion of the water industry’s AMP5 capital 
investment framework period meant demand for engineers 
lessened somewhat during the year, decline was not as marked 
as in the previous AMP interregnums. We are now active in 
meeting the new recruitment demand stimulated by the 
commencement of AMP6, which runs from 2015 to 2020.
Maritime
Very strong growth in permanent placement in the maritime 
sector contributed to a highly successful year, during which we 
expanded our international focus with particular emphasis on 
clients in Canada.
This focus culminated with a contract to work on the Canadian 
National Shipbuilding Procurement Strategy, where the 
government selected two shipyards to rebuild Canada’s naval  
(in Halifax, Nova Scotia) and coast guard fleets (in Vancouver) 
with packages of work worth a combined $33 billion. This is an 
extremely exciting development for Matchtech, and we are 
confident that our increased international presence will enable 
further relationships of this kind in the future.
In the UK, the maritime division worked closely throughout the 
year with BAE Systems on the major ongoing projects to build 
and supply the Royal Navy’s new Type 26 Frigate (the Global 
Combat Ship) and the Successor programme.
Highlights
• Strong growth in permanent recruitment with fees up 24% 
across Engineering.
• All areas of Infrastructure are busy with major projects 
being undertaken in the UK giving long-term visibility.
• The UK automotive sector continued to see strong demand 
from the premium manufacturers.
• We have already made inroads into maritime opportunities 
overseas and can further penetrate these markets. 
• The Networkers acquisition has provided a ready-made 
and profitable international platform allowing the Group 
to export its business overseas.
• The acquisition affords the opportunity for staff with 
ambitions to move overseas to do so within the Group.
20 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Energy
Issues around the falling price of oil and other fossil-based 
fuels have inevitably had an impact upon recruitment numbers 
among traditional energy and resources companies across  
the world. 
However, the Networkers acquisition has given us a very strong 
foothold in the fast-growing and increasingly significant 
renewable energy sector, particularly in areas like offshore 
wind power in Europe. So while we are poised to respond as and 
when exploration and production activities in the traditional 
energy sector increase once again, we are placing a much greater 
emphasis on exploiting our expertise in renewable energy.
Automotive
Our decision to downsize our German operation during the year 
was balanced by a substantial increase in our UK OEM business, 
which was driven in particular by our increasingly close and 
broad-based relationship with Jaguar Land Rover. 
The global nature of the automotive industry has in the past 
restricted our ability to service the wider recruitment needs of 
major manufacturers. Now, with an international presence that 
will increasingly match the industry’s worldwide footprint, we 
are well positioned to grow this business segment in the years 
to come.
Aerospace
The division underwent a major shift in emphasis during the 
year, as we responded to changing patterns in client demand. 
Across the industry, focus in the production cycle has moved 
from a primarily design-led phase to manufacturing, 
significantly altering the type of engineering personnel that 
aerospace companies are seeking.
As a result, we too moved our primary attention away from the 
declining contract opportunities to concentrate on the more 
in-demand high-margin and permanent positions that clients 
need to fill. In doing so, we successfully protected our position 
in a largely flat market.
General Engineering
This was a very successful year for our General Engineering 
division, particularly for skilled and semi-skilled placements 
throughout the South and reaching as far as the west of London. 
Growth was particularly strong on the permanent side  
of the business.
The Confidence Index 
At Matchtech, we are passionate about engineering. 
Passionate about the industry, passionate about the skills 
shortage and passionate about making engineering a career 
of choice again. 
One of the ways we demonstrate this is through our 
Confidence Index; our annual survey of the UK’s engineering 
population. 
The purpose of the survey is to understand the perceptions, 
attitudes and ambitions of engineering professionals and we 
share our findings with the entire engineering community. 
The results not only deliver valuable information; they also 
help recruiters of engineers to address the well-documented 
skills gaps in the UK. 
Through our survey, we are providing a collective voice of 
the engineer and will champion themes that emerge from 
the survey findings. 
The survey generates increased interest from the 
engineering community, increasing our access to a potential 
candidate pool for our clients and helps us to have the 
largest database of engineers of any recruitment business 
in the UK. 
21 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Professional Services
Solid performance 
Professional services delivered a solid performance, its results 
being affected by the closure of the Barclay Meade London 
operation. 
NFI for the year was down 7% to £16.6m (2014: £17.9m) with 
contract NFI of £10.0m (2014: £10.2m) was down 2% and 
Permanent fees of £6.6m (2014: £7.7m) down 14%. 
Excluding Barclay Meade London, results of the continuing 
operations were total NFI of £15.1m (2014: £15.6m) was 3% 
down, with Contract NFI broadly similar at £9.6m (2014: £9.7m), 
and permanent fees of £5.5m (2014: £5.9m) were 7% down. 
Connectus
The Connectus IT recruitment business had a varied year, with 
strong performance in both our corporate account client base 
and within our core ERP business area, offset by challenges 
faced in growing NFI in our other specialist markets. 
The corporate accounts’ team was able to deliver an effective 
and profitable service, with high fulfilment and 800 placements 
across the year, retaining a place on the NHS framework, which 
will allow us to further enhance our position as a top 10 
supplier of IT contractors to the NHS. The team also served as a 
vital support function to key Group engineering clients. 
The development of the specialist markets including software, 
project management and IT infrastructure was challenging. 
However, we saw significant contract wins with a number of 
technology, professional services and engineering clients, 
which will fuel growth across FY2016. 
We have realigned our staff, focusing them on talent pooling 
which has strengthened our ability to source difficult-to-find 
candidates. The structure in place has allowed a rapid and 
seamless integration of the Connectus and Networkers 
businesses, where the teams will complement rather than 
compete with each other.
Barclay Meade
As an important step in delivering against our Group strategy, 
we reviewed our position within the professional staffing 
market, announced in April 2015. 
We have a strong profitable business based in our head office in 
Whiteley, Hampshire, operating largely within the engineering 
and technology markets, where there is significant cross-over 
with the Group’s client base, and covering the disciplines of 
procurement & supply chain, finance & accountancy, sales & 
marketing and HR. 
However, the Board believed that our London operation, which 
serviced other markets, has not, as a whole, gained enough 
traction to be viable over the medium term. Accordingly, during 
the second half of the year, we closed this part of the business.
This decision is now enabling us to focus on expanding our 
scope within the engineering and technology markets, whilst 
also supporting our Group strategy to “move up the value 
chain” through concentrating on mid to high level placements. 
This focus is not only our best area of return within a highly 
competitive market place, but also enables us to place 
individuals into strategically important roles within the  
Group’s client base. 
Highlights
• Strong growth in our IT corporate account business, 
delivering a highly effective and profitable service.
• Core ERP business performed well and in doing so 
diversified its client base.
• Closure of the under-performing London professional 
staffing operation allowed us to focus on and invest in 
expanding our core engineering and technology markets.
• Internationalised our education and training service into 
regions such as the Middle East where there is high 
demand for teachers.
• Integration of Connectus and Networkers IT business gives 
us greater focus as a Top 3 UK IT recruiter.
22 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Alderwood
During the year we diversified our product offering, putting a 
larger emphasis on engineering and technical training 
professionals. This has allowed us to utilise the Group’s client 
and candidate base whilst also working to support the number 
of candidates gaining the skills and qualifications to enter 
industries with significant skills shortages. 
We also internationalised our offering, working with education 
providers in regions such as the Middle East to help them with 
the delivery of teaching in areas including English, maths and IT, 
as well as general engineering, construction and the service 
sector. This will be a major focus moving forward as the Saudi 
Arabian government continues to put significant investment into 
up-skilling the population as part of its 5 year education plan.
We also shifted the emphasis of our UK recruitment business to 
focus on a technical and vocational product offering. 
NHS Framework
In July Connectus successfully maintained our place on the 
Crown Commercial Services Non-Medical Non-Clinical 
Framework following a lengthy and complicated bid process 
which means we’re approved to supply all IT skill sets across 
the whole of the NHS. Our bid scored 100% for compliance 
and our competitive cost effective public sector pricing 
model has enabled us to grow our share of the market. We 
are one of the leading suppliers of IT contractors to the NHS 
with approximately 200 contractors currently on assignment 
and over 230 contractors placed during the financial year. 
The consultants within this award winning team have been 
supplying IT staff within the sector for over 15 years, 
meaning that our clients receive a specialist and more 
importantly compliant solution, as all contractors are DBS 
checked and occupational health assessed.
We supply contractors across all IT skill sets including Project 
& Programme Management, Software Development, IT 
Infrastructure, Management & Architecture working with 
trusts across the UK. A key highlight this year has been 
working with Sheffield NHS Teaching Hospitals as they have 
embarked on the largest Electronic Patient Records project 
to date in the UK. The framework is now being adopted by 
other sectors such as the Police and Army which will enable 
future growth for the team.
23 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Acquisition of Networkers International plc
A strategic move
About Networkers
Networkers International is a global specialist recruitment 
company delivering bespoke recruitment services to some of 
the world’s leading organisations, supplying clients with highly 
skilled staff on a permanent and temporary basis locally, 
regionally and internationally in the telecoms; IT and energy & 
engineering sectors.
Trading for the 4 months to 31 July 2015 was in line with the 
same period last year generating NFI of £9.5m (2014: £9.5m), 
with contract NFI of £7.0m up 3% and permanent fees of £2.5m 
down 7%.
Telecommunications
Networkers International has been providing recruitment 
services to the telecommunications sector for over 15 years 
and during this time has become a market leader in providing 
skilled technical resource to the industry’s leading vendors, 
operators and service providers with an emphasis on the 
emerging markets of Africa, Asia and Latin America. 
Networkers provides a full talent management service for 
mobile, wireless and fixed line telecoms clients. With its 
international footprint, Networkers is able to offer its 
services both locally as well as internationally through its 
10 international offices, providing cross border recruitment 
services to our telecoms clients in over 100 countries.
Similar to Matchtech, Networkers’ consultants have specialised in 
very niche vertical markets over many years and this means 
clients benefit from access to an unrivalled candidate talent pool. 
The telecoms sector is an extremely dynamic and evolving 
sector which provides significant opportunities for growth for 
the Group, particularly within the emerging markets where 
communication infrastructure is less advanced and where the 
Group has been operating for many years. 
The industry is going through a rapid period of innovation and 
change with the convergence of technologies within mobile 
telecoms and IT, utilising 4G networks. This has led to 
investment being made within the sector in exciting converging 
areas such as Cloud, Internet of Things, mobile broadcasting, 
smart metering etc. which are all reliant on robust, fast and 
efficient means of communication. Networkers is already 
focused on providing resources into these markets and well 
placed to benefit from the continued investment being made 
in such converging technologies. 
IT
Due to the innovative and ever-changing nature of the IT 
industry, there remains a high demand for candidates in 
specialist technologies where skill shortages are greatest and 
therefore demand from clients is strongest. Networkers IT 
divisions provides highly skilled resources for permanent and 
contract positions globally. The IT division is structured to 
specialise in niche skillsets which means its teams have  
a strong understanding of their clients’ needs. By working  
with a pool of specialist candidates, they can quickly select 
skilled professionals who will be the right match for a  
client’s environment. 
As a result of the convergence within mobile communications 
detailed above, Networkers’ IT division works closely with its 
telecommunications counterparts to benefit from opportunities 
that this convergence presents. Additionally, the division has 
developed service offerings within new growth markets 
globally including big data, cloud technologies and digital 
media whilst continuing to develop its core markets in ERP, 
development, management and infrastructure. 
Whilst the core IT business has been largely developed in the 
UK market, Networkers continues to develop its IT presence 
within selective international markets. Investment in teams in 
the US, Middle East and Asia mean the IT business is well placed 
to grow its overseas market presence.
Energy & Engineering
Networkers’ Energy & Engineering division continues to show 
impressive growth rates despite the slowdown in the oil and gas 
sector. This is due to the specialist nature of its services, 
together with a strong focus on renewable energy. Within 
renewable energy, Networkers principally service the European 
wind sector supplying the industry with both permanent and 
contract blue and white-collar engineering resources. 
Networkers has been trading in this sub-sector since 2009 and 
has built up a solid reputation servicing some of the largest 
operators in the industry.
The European wind sector has been growing at a rate of around 
10% per annum over the past 5 years and the growth rate is set 
to increase over the years leading up to 2020.
Networkers is not only well placed to continue its strong growth 
within the European sector, but also further afield in Asia and 
the Americas. As these markets begin to grow, we will export 
our knowledge and services via our international office 
footprint. This international network also provides an office 
infrastructure for the Matchtech Energy and Engineering 
division to expand into.
Networkers engage with clients at all stages of the life cycle – 
from development, Front End Engineering Design, procurement, 
construction, installation, commissioning, operations and 
maintenance, and integrity management. 
 
Highlights
• The convergence of technologies withing mobile telecoms 
and IT utilising 4G networks is driving demand in the 
telecoms market leading to investment in areas such 
as cloud technologies, the Internet of Things, mobile 
broadcasting and smart metering.
• Expansion into selective international markets is leading 
to increased opportunities in technology, with headcount 
investment being made in the US, the Middle East and Asia.
• The focus on the renewable energy markets is bearing 
fruit with significant opportunities in Europe, Asia and 
the Americas.
24 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Networkers International plc net fee income split
Telecoms
46%
Technology
38%
Energy & 
Engineering
16%
Cape Town
Mexico City
Networkers International plc offices
Dallas
Toronto
Bromley  
& London
Qatar
Dubai
Guangzhou
Beijing
Singapore
Kuala Lumpur
25 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Strategic Report
Chief Financial Officer’s Report
Stable and strong financial position 
Excellent financial position provides substantial 
investment headroom to implement growth strategy
The Networkers acquisition in April 2015 has transformed the 
Group’s future, accelerating our “go global” (now “think global”) 
strategy more rapidly and with less associated risk than an 
alternative organic approach.
Following the acquisition, for a 50% cash consideration of 
£29.2m with the balance provided by Group shares, and the 
assumption of £8.4m of Networkers’ debt, we continue to be in a 
stable and strong financial position. With net debt at 31 July 2015 
of £33.6m, our £95m facility with HSBC ensures that we have the 
headroom to make any necessary investments in the strength, 
reach and quality of our national and international networks.
We have seen an immediate positive impact from the coming 
together of two highly cash-generative and culturally aligned 
businesses, generating £20.8m in cash from operating activities. 
Altogether, our growing financial strength and excellent 
funding facilities have enabled us to continue our progressive 
dividend policy.
Performance
Revenue of £502.3m (2014: £451.6m) generated net fee 
income (NFI) of £54.8m (2014: £45.0m). 
“ We have seen an immediate positive 
impact from the coming together 
of two highly cash-generative and 
culturally aligned businesses, with 
a particularly strong second-half 
performance driving the generation 
of £20.8m in cash from operations.” 
Tony Dyer
Chief Financial Officer
26 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Contract NFI of £40.1m (2014: £32.8m) was delivered at a 
margin of 8.2% (2014: 7.5%), and permanent recruitment fees 
were £14.7m (2014: £12.2m). Gross margins rose to 10.9% 
(2014: 10.0%). 
The following results include a maiden 4 months’ contribution 
from Networkers trading in the period and adjusted results 
exclude acquisition costs of £1.7m, non-recurring costs of £1.0m 
and amortisation of acquired intangibles of £1.7m (2014: £0.7m).
Adjusted EBITA was up 24%, to £16.8m (2014: £13.6m), 
reflecting a NFI conversion rate of 31% (2014: 30%). Adjusted 
profit before tax of £15.7m was up 25% (2014: £12.6m). 
Adjusted basic earnings of 45.3 pence per share rose 16% 
(2014: 39.2 pence) with adjusted diluted earnings per share  
of 43.3pence up 17% (2014: 37.1 pence).
Further details on the trading and the acquisition can be found 
in Note 2 to the Financial Statements: Segment Information and 
Note 10: Acquisition.
Dividends paid
In the year the Group paid a final dividend of 14.59 pence per 
share on 5 December 2014 and an interim dividend of 5.68 
pence per share on 19 June 2015 totalling £5.4m in the year.
Effective tax rate
The Group’s effective tax rate (ETR) has increased from 23.6%  
to 26.2%. The nature of Networkers international business leads 
to a higher average corporate tax rate than the UK standard rate. 
Witholding taxes, which are managed through increased gross 
margins charged to clients, also increase the ETR. It is expected 
that in FY2016 the ETR will increase due to a full year of 
Networkers contribution. Further details on the effective tax rate 
are detailed in Note 8 to the Financial Statements: Taxation.
Tangible and intangible assets
Capital expenditure in the year, including tangible assets and 
software, was £0.9m (2014: £0.3m). Tangible assets at 31 July 
2015 of £1.5m (2014: £1.3m) consist of the Group’s motor fleet, 
office equipment, leasehold improvements and computer 
equipment. Intangible assets at 31 July 2015 were £52.6m (2014: 
£3.7m), details are shown in Note 11 to the Financial Statements. 
Working capital, cash flow and net debt
Debtor days of the combined Group at the year-end were 49 days 
(31 July 2014: 46), Matchtech 44 days, Networkers 64 days, with 
the change largely due to the acquisition. Net cash from 
operating activities was £20.8m (2014: £15.7m) with an 
operating cash conversion of 124% (2014: 115%).
Net debt 
£33.6m
Operating cash conversion 
124%
Debtor days 
49 days
Adjusted EBITA 
£16.8m
Net debt at 31 July 2015 was £33.6m (31 July 2014: £3.1m), consisting 
of a working capital facility of £9.2m (2014: £3.3m), bank term loan 
£28.6m (2014: £nil), bank overdrafts £nil (2014: £0.4m) less cash 
£4.0m (2014: £0.6m) and capitalised finance costs £0.2m (2014: £nil).
Banking facilities
As at 31 July 2015 the Group has agreed banking facilities of 
£95m with HSBC consisting of a £65m Invoice Financing Facility, 
with borrowings at 1.1% over HSBC bank base rate and a £30m 
three year term loan. 
Net assets and shares in issue 
At 31 July 2015 the Group had net assets of £76.5m (2014: £42.7m) 
and had 30.9m fully paid ordinary shares in issue (2014: 25.0m).
Critical accounting policies
The Statement of Significant Accounting Policies is set out in 
Note 1 to the Financial Statements.
Group financial risk management
The Board reviews and agrees policies for managing financial 
risks. The Group’s finance function is responsible for managing 
investment and funding requirements including banking and 
cash flow monitoring. It seeks to ensure that adequate liquidity 
exists at all times in order to meet its cash requirements.
The Group’s financial instruments comprise borrowings, cash and 
various items, such as trade receivables and trade payables that 
arise from its operations and some matching forward foreign 
exchange contracts. The main purpose of these financial 
instruments is to finance the Group’s operations. The Group does 
not trade in financial instruments. The main risks arising from the 
Group’s financial instruments are described below.
Liquidity and interest rate risk
The Group had net debt of £33.6m at the year end, comprising 
£37.6m debt less £4.0m cash. The Group’s exposure to market 
risk for changes in interest rates relates primarily to the Group’s 
bank loan and sales financing facility debt obligations. Bank 
interest is charged on a floating rate basis.
Credit risk
The Group trades only with recognised, creditworthy third 
parties. The international aspect of the acquisition of 
Networkers does increase the credit risk of the Group. 
Receivable balances are monitored on an on-going basis with 
the result that the Group’s Board feels that the exposure to bad 
debts is not significant.
There are no significant concentrations of credit risk within the 
Group, with no single debtor accounting for more than 3% 
(2014: 9%) of total receivables balances at 31 July 2015.
Foreign currency risk
Following the acquisition of Networkers in April 2015, around 
30% of the Group’s annualised NFI is generated from overseas 
markets. The Group does have risks to both its reported 
performance and cash position arising from the effects 
of exchange rate fluctuations.
Tony Dyer
Chief Financial Officer 
29 October 2015
27 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements Governance
Chairman’s introduction to governance
Committed to a culture of  
good governance
Dear shareholders, 
I am pleased to present the Board’s Annual Report on  
Corporate Governance. 
Effective corporate governance is integral to the successful 
delivery of our business goals. How we work is just as important 
as what we do. We believe Matchtech has developed a 
governance framework which is meaningful, relevant and 
focused on our business.
However, we recognise that there is always room for 
improvement. We therefore very much welcome developments 
from the Financial Reporting Council (FRC) and others that help 
us continue to improve and draw upon best practice from 
others. 
As has been highlighted throughout this Annual Report, the 
acquisition in April 2015 of Networkers International means the 
Group has become substantially different, from operations 
mainly based on a single site in Hampshire to one with 
substantial operations based in London and in 9 countries 
internationally.
However, one of the attractions of the acquisition of 
Networkers, also an AIM listed business, was the similarities in 
the way the both businesses were governed and managed.
Whilst the specific practices and procedures do differ, we have 
already begun the process of taking the best of both businesses 
forward into the new era. 
As we have done since Matchtech was founded over 30 years 
ago, we will continue to treat all our stakeholders – candidates, 
contractors, clients, staff and shareholders – as we ourselves 
wish to be treated, honestly and openly. 
We are open when things go well – as we believe they usually 
do – and particularly when they go wrong, seeking to resolve 
them promptly. 
Ric Piper
Interim Non-Executive Chairman 
29 October 2015
Ric Piper
Interim Non-Executive Chairman
Corporate Governance – A Key Priority for the Board
The maintenance of effective corporate governance is a key 
priority for the Board. 
Whilst the Group is not subject to the UK Corporate 
Governance Code (the Code) applicable to companies with 
a premium listing of equity shares in the UK, the Directors 
recognise the importance of sound Corporate Governance. 
The Group seeks to comply with the Corporate Governance 
Guidelines for Smaller Quoted Companies as published by  
the Quoted Companies Alliance, as far as applicable.
28 
MATCHTECH GROUP 
Annual Report and Accounts 2015 How the Board supports strategy
Ensuring the Board has a diverse balance of skills, experience 
and knowledge is fundamental to both good governance and to 
support the strategic direction of the Group. The Board holds 
formal meetings monthly in which performance and direction 
of the business against plan are reviewed. Senior management 
are regularly invited to present, where they are able to discuss 
with Board members their opportunities and challenges. This 
has been particularly important in the months following the 
acquisition of Networkers. Annually the Board meet to review 
progress against the Group strategy and formulate an extension 
to that plan.
A shared vision 
The Boards of both Matchtech and Networkers saw great 
strategic merit in the amalgamation of the two businesses. 
Matchtech’s position as the UK’s number 1 Engineering recruitment 
agency* presents opportunities to roll out Networkers telecoms 
expertise across its client base. Networkers profitable international 
office presence affords the ability for Matchtech to take its 
engineering services overseas and the two IT businesses 
complement each other. The Executive management of Networkers 
has been retained and the newly formed Management Board sees 
the opportunity to create a unique proposition in the ability to 
provide candidates across the converging skill sets in engineering, 
IT and telecoms. 
* Source: 2015 Recruitment International Top 500 Report
Board’s management objectives
Entrepreneurial Management
There is a vision of what the Group is trying to achieve, 
over what period and an understanding of what is required 
to achieve this ambition. A dialogue exists between 
shareholders and the Board, with the aim that the Board 
understands shareholders’ objectives and the shareholders 
understand the Group’s constraints
Efficient Management
The mechanisms by which important decisions are taken 
are transparent. It is clear where the responsibility lies for 
the management of the Group and for the achievement of 
key tasks. Procedures are in place to protect significant 
tangible and intangible assets and these are regularly 
reviewed and updated
Ethical Management
Behaving ethically, both in the Group’s decision making 
and through the actions of our employees, is a must for 
the Group. Our continued success depends on earning, 
keeping the trust of and preserving our reputation in the 
eyes of those we deal with – including clients, contractors, 
employees, business partners and the broader community
Effective Management
The Board has the appropriate composition and skills mix 
which are regularly reviewed and it has collective 
responsibility that requires all Directors to be involved in 
the process of arriving at significant decisions. The Board 
is provided with regular appropriate management and 
financial information on which to constructively challenge 
recommendations made to it
“ How we work is just as important as 
what we do. We believe Matchtech has 
developed a governance framework 
which is meaningful, relevant and 
focused on our business.”
29 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Board of Directors
The right mix of skills
and experience
Ric Piper 
Interim Non-Executive Chairman
Appointment
Group: July 2006; Board: July 2006
Skills and experience 
Ric read Economics at Cambridge University and qualified as a 
Chartered Accountant in 1977. He held senior finance roles in ICI, 
Citicorp, Logica and WS Atkins. He was Group Finance Director of WS 
Atkins from 1993 to 2002. Since 2003 he has been involved at Board 
level and has advised on the growth and development of main 
market, AIM and privately owned companies. Ric is a partner at 
Restoration Partners, which advises technology businesses, and a 
member of the Financial Reporting Review Panel, part of the 
Financial Reporting Council.
Chairman of the Audit Committee 
Brian Wilkinson 
Chief Executive Officer
Appointment 
Group: December 2013; Board: December 2013
Skills and experience 
Brian Wilkinson joined the company in December 2013. He has 
worked in the recruitment industry for over 30 years, most 
recently as an executive board member of Randstad Holdings 
NV (‘Randstad’), the world’s 2nd largest recruitment company. 
He has extensive experience of international strategic 
development, including through merger and acquisition, and 
extensive experience of professional services recruitment. 
Tony Dyer 
Chief Financial Officer
Appointment 
Group: January 1996; Board: August 2004
Skills and experience 
Tony is a Fellow of the Chartered Institute of Management 
Accountants. After qualifying in 1995, he joined the Group in 
1996. Following a period as Management Accountant and Financial 
Controller, he was appointed to the Board in 2004. Tony was 
instrumental in taking the Group through its successful IPO in 2006. 
Tony has previously been Chairman of the Central South Regional 
Board of the Chartered Institute of Management Accountants and 
has served as Hampshire’s branch president for several years.
Company Secretary
Keith Lewis 
Chief Operating Officer, Matchtech UK
Appointment
Group: July 1993; Board: September 2012
Skills and experience 
Keith is the Chief Operating Officer of Matchtech and is 
responsible for all its operations across the engineering sector. 
Keith, a Fellow of the Institute of Recruitment Professionals, 
joined us in 1993 as a Senior Consultant, before progressing to 
his current position. Keith is also on the steering committee for 
the engineering and technical sector at the Recruitment and 
Employment Confederation.
30 
MATCHTECH GROUP 
Annual Report and Accounts 2015 George Materna 
Non-Executive Deputy Chairman
Appointment 
Group: July 1984
Skills and experience 
George has 39 years’ experience in the recruitment industry 
and is the founder of the Group, having founded Matchmaker 
Personnel in 1984 and Matchtech Engineering in 1990, before 
combining the 2 businesses in 2002 to form Matchtech Group 
plc. George is a Fellow of both the Institute of Recruitment 
Professionals and the Chartered Institute of Personnel  
and Development.
Chairman of the Nominations Committee
Roger Goodman
Non-Executive Director
Appointment 
Board: April 2015
Skills and experience 
Roger is the former Chairman of Networkers International plc 
and is currently Chairman of Apogee Corporation and a non-
executive director of another private company. He was previously 
a Director of Asset Skills, one of the Sector Skills councils and 
was an executive director of MITIE Group plc from which he 
retired in 2012.
Member of the Remuneration Committee
Rudi Kindts 
Non-Executive Director
Appointment 
Board: March 2012
Skills and experience 
Rudi is a Belgian national with 25 years’ experience in transnational 
human resources management. He developed his executive career 
initially with Alcatel and British American Tobacco, where he held a 
number of senior HR roles across the Group. He was appointed Group 
HR Director of the FTSE 10 company in 2004 and left in 2011. Rudi is 
currently an associate with Criticaleye – The Network for 
Leaders, executive mentor with Merryck, a Partner with 
TheCoachingHouse and is an associate consultant with Duke 
Executive Education.
Interim Chairman of the Remuneration Committee and member 
of the Nominations Committee
Richard Bradford 
Non-Executive Director
Appointment 
Board: August 2011
Skills and experience 
Richard has a background in solutions and services businesses. 
He was Chief Executive of AIM-listed Carlisle Group from 1997 
to 2008, up to and including the merger to create Impellam Group, 
and subsequently Chief Executive of LPM Group, a private equity 
backed midmarket group of facilities management investments. 
He is currently Chief Executive Officer of UK-based InHealth 
Group, a leading provider of diagnostics and imaging services.
Member of the Nominations and Audit Committees
31 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Directors’ Report
Principal activities and business review
Matchtech Group plc is the ultimate holding company of a group 
of companies.
A full description of the Group’s principal activities, business 
performance, likely future developments, principal risks and 
uncertainties and information on dividends are provided in the 
Strategic Report and are incorporated into this report by 
reference.
A list of principal subsidiary undertakings, and the countries  
in which they operate, is disclosed in Note 13 to the Financial 
Statements. Details on the use of financial instruments and 
financial risk management are included in Note 22 to the 
Financial Statements and are also incorporated into this report 
by reference.
Directors
The Directors who served during the period up to the date of 
this report and their biographical details are set out on pages 
30 and 31. Directors interests in shares and share options of  
the Company are shown in the Directors’ Remuneration Report. 
Under the Company’s Articles of Association all Directors  
must retire at the first Annual General Meeting (AGM) following 
their appointment and may offer themselves for election  
by shareholders.
In line with the requirements of the UK Corporate Governance 
Code, certain elements of which the Company has voluntarily 
chosen to comply with, all other Directors will retire at the AGM 
and, being eligible, will offer themselves for re-election.
The Board considers that the performance of each of the 
Directors continues to be effective and that each of them 
demonstrates a strong commitment to their role.
Directors and Officers of the Company and its subsidiaries 
benefit from Directors’ and Officers’ liability insurance cover  
in respect of legal actions brought against them. In addition, 
Directors of the Company are indemnified in accordance with 
Article 170 of the Company’s Articles of Association to the 
maximum extent permitted by law. Neither the insurance nor 
the indemnities provide cover where the relevant Director or 
Officer has acted fraudulently or dishonestly.
The Board may exercise all the powers of the Company, subject 
to the provisions of relevant legislation, the Company’s Articles 
of Association and any directions given by a special resolution 
of the shareholders. Specific powers are detailed in the 
Company’s Articles of Association, including the power to issue 
and buy back shares, along with the rules for the appointment 
and removal of Directors.
Directors’ conflicts of interests
Each Director is required, in accordance with the Companies Act 
2006, to declare any interests that may give rise to a conflict of 
interest with the Company on appointment and subsequently  
as they arise. Where such a conflict or potential conflict arises, 
the Board is empowered under the Company’s Articles of 
Association to consider and authorise such conflicts as 
appropriate.
Articles of Association
The Company’s Articles of Association set out the Company’s 
internal regulation and cover such matters as the rights of 
shareholders, the appointment and removal of Directors, the 
power to issue and buy back shares and the conduct of the 
Board and general meetings. 
A copy of the Company’s Articles of Association is available  
on the Group’s website (www.matchtechgroupplc.com) or on 
request from the Company Secretary. 
Amendments to the Articles of Association must be approved 
by at least 75% of those voting in person or by proxy at a 
general meeting of the Company.
In accordance with the Company’s Articles of Association, 
Directors can be appointed or removed by the Board or by 
shareholders in a general meeting. Subject to the provisions of 
relevant legislation, the Company’s Articles of Association and 
any directions given by a special resolution of the shareholders, 
the Board may exercise all the powers of the Company and may 
delegate authorities to Committees and management as it  
sees fit.
Details of the main Committees of the Board and their activities 
are contained in the Corporate Governance Report.
The Directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
Company’s website.
Legislation in the United Kingdom governing the preparation 
and dissemination of financial statements may differ from 
legislation in other jurisdictions.
Substantial shareholders
In addition to the Directors’ interests shown in the Remuneration 
Report, and in accordance with Part 22 of the Companies Act 
2006, the Company has been notified that the following 
shareholders’ interests exceeded 3% of the Company’s  
ordinary share capital in issue at the date of this report:
Shareholder %
George Materna 25.3
Octopus Investments Limited 12.0
AXA Framlington 7.6
Paul Raine 5.8
Old Mutual Global Investors 3.1
32 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Corporate governance
The Corporate Governance Report is incorporated into this 
report by reference.
Corporate responsibility
The Board recognises its employment, environmental and 
health and safety responsibilities. It devotes appropriate 
resources towards monitoring and improving compliance with 
existing standards.
The Executive Directors have responsibility for these areas at 
Board level, ensuring that the Group’s policies are upheld and 
providing the necessary resources.
Bribery
The Group’s Board has made a commitment to carry out 
business fairly, honestly and openly and has also demonstrated 
a commitment to zero tolerance towards bribery. A copy of our 
High Level Commitment Statement is available on our website 
www.matchtechgroupplc.com.
Environment
The Group remains committed to operating in an 
environmentally responsible manner, and is accredited to the 
Environmental Standard ISO 14001:2004. The Directors consider 
the impact on the environment in making their decisions.
The community, including charitable and  
political donations 
The Group is committed to providing support to the community 
through a number of charitable activities. During the year the 
Group made charitable donations of £12,000 (2014: £32,000).
The Directors consider the impact on the community when 
making their decisions.
The Group made no donations for political purposes either in 
the UK or overseas during the year.
Employees
The Board recognises that the Group’s employees are vitally 
important to the continued success of the business. Employees 
are encouraged to train and develop their careers. 
The Group is committed to achieving equal opportunities and to 
complying with anti-discrimination legislation. It is established 
Group policy to offer employees and job applicants the 
opportunity to benefit from fair employment, without regard to 
their sex, sexual orientation, marital status, race, religion or 
belief, age or disability.
The Group has continued its policy of informing all employees 
of matters of concern to them as employees, both in their 
immediate work situation and in the wider context of the 
Group’s wellbeing.
Communication with employees is effected through the Board, 
the Group’s management briefings structure, formal and 
informal meetings and through the Group’s information 
systems.
The Group has a culture that encourages share participation at 
all levels. At 31 July 2015 approximately 34% of the Company’s 
share capital is held by Directors, senior management and  
other employees.
During the year the Group operated a Long-Term Incentive Plan 
(LTIP), Share Incentive Plan (SIP) and a Value Creation Plan (VCP). 
The LTIP cascades through the organisation, with approximately 
40% of staff eligible to participate, and the SIP is open to  
all staff.
The Group also has a number of share options yet to be exercised 
from its Enterprise Management Incentive scheme (EMI).
Policy on the payment of creditors
The Group’s policy is to agree terms and conditions for its 
business transactions with suppliers and to endeavour to abide 
by these terms and conditions, subject to the supplier meeting 
its obligations. No one supplier arrangement is considered to be 
essential to the business of the Group.
33 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Directors’ Report continued
Statement of Directors’ responsibilities in respect  
of the annual report and the financial statements
The Directors are responsible for preparing the Annual Report 
and the financial statements in accordance with applicable law 
and regulations.
Company law requires the Directors to prepare Group and 
Parent company financial statements for each financial year.  
As required by the AIM Rules of the London Stock Exchange, 
they are required to prepare the Group financial statements  
in accordance with the International Financial Reporting 
Standards (IFRSs) as adopted by the EU and applicable law  
and have elected to prepare the Parent company financial 
statements on the same basis.
Under company law the Directors must not approve the 
financial statements unless they are satisfied that they give  
a true and fair view of the state of affairs of the Group and 
Parent Company and of their profit or loss for that period. 
In preparing each of the Group and Parent company 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; 
• state whether they have been prepared in accordance  
with IFRSs as adopted by the EU; and 
• prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the Group and the 
Parent Company will continue in business. 
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Parent 
company’s transactions and disclose with reasonable accuracy 
at any time the financial position of the Parent company and 
enable them to ensure that its financial statements comply with 
the Companies Act 2006. 
They have general responsibility for taking such steps as are 
reasonably open to them to safeguard the assets of the Group 
and to prevent and detect fraud and other irregularities. 
The Directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
company’s website. Legislation in the UK governing the 
preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions. 
Health and Safety
The Group is committed to providing for the health, safety and 
welfare of all its employees and has established an 
Occupational Health and Safety Management System that 
complies with OHSAS 18001:2007. The Group also has 
procedures in place to comply with all legal and contractual 
obligations relevant to the Group’s activities.
Quality
The Group is ISO 9001:2000 accredited. As one of the UK’s 
leading specialist recruitment agencies, the Group is dedicated 
to quality and professionalism in the pursuit of achieving 
customer satisfaction and commercial goals. 
In order to ensure that these key objectives are achieved, the 
Company has, in compliance with ISO 9001:2000, implemented 
a quality management system suitable to the needs, size and 
complexity of the operation. Commitment to and compliance 
with this quality management system is mandatory for all 
Group employees.
This quality policy, and the resultant management systems and 
objectives are under constant review to ensure continual 
improvements in systems and performances. All interested 
parties are encouraged to participate in this process. 
Business continuity
The Group is BS25999 accredited, has a robust business 
continuity strategy and has built a highly resilient 
infrastructure. It has a disaster recovery facility where our staff 
would relocate to in the event of a major disaster.
Disclosure of audit information
The Directors confirm that, as at the date this report was 
approved, so far as each Director is aware there is no relevant 
audit information of which the Company’s auditor is unaware 
and that he has taken all the steps that he ought to have taken 
as a Director in order to make himself aware of any relevant 
audit information and to establish that the Company’s auditor  
is aware of that information.
34 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Going concern
The Directors have reviewed forecasts and budgets for the 
coming year, which have been drawn up with appropriate regard 
for the current macroeconomic environment and the particular 
circumstances in which the Group operates. These were prepared 
with reference to historical and current industry knowledge, 
taking the future strategy of the Group into account.
As a result, at the time of approving the financial statements, 
the Directors consider that the Company and the Group have 
sufficient resources to continue in operational existence for  
the foreseeable future, and accordingly, that it is appropriate  
to adopt the going concern basis in the preparation of the 
financial statements.
As with all business forecasts, the Directors’ statement cannot 
guarantee that the going concern basis will remain appropriate 
given the inherent uncertainty about future events.
Auditors
The Board has decided to propose the reappointment of KPMG 
LLP as auditors and a resolution concerning their reappointment 
will be proposed at the forthcoming AGM.
Registered office
1450 Parkway, Solent Business Park, Whiteley, Fareham, 
Hampshire, PO15 7AF. 
Registered number: 04426322
Approved by the Board and signed on its behalf by:
Tony Dyer
Chief Financial Officer 
29 October 2015
Cautionary statement
Under the Companies Acts 2006, a Company’s Directors’ Report 
is required, among other matters, to contain a fair review by  
the Directors of the Group’s business, through a balanced and 
comprehensive analysis of the development and performance  
of the business of the Group and the position of the Group at the 
year end, consistent with the size and complexity of the business.
The Directors’ Report set out above, including the Chairman’s 
Statement, the Chief Executive’s Review, and the Chief Financial 
Officer’s Report incorporated into it by reference (together  
with the Directors’ Report), has been prepared only for the 
shareholders of the Company as a whole, and its sole purpose 
and use is to assist shareholders to exercise their governance 
rights. In particular, the Directors’ Report has not been audited 
or otherwise independently verified. The Company and its 
Directors and employees are not responsible for any other 
purpose or use or to any other person in relation to the 
Directors’ Report.
The Directors’ Report contains indications of likely future 
developments and other forward-looking statements that are 
subject to risk factors associated with, among other things, the 
economic and business circumstances occurring from time to 
time in the countries, sectors and business segments in which 
the Group operates. These factors include, but are not limited 
to, those discussed under principal risks and uncertainties.
35 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Corporate Governance Statement
Leadership
The role of the Board 
Led by Ric Piper as Interim Non-Executive Chairman, the 
Board is responsible for the Group’s overall direction and 
management, and for the establishment and maintenance 
of a framework of delegated authorities and controls which 
ensure the efficient and effective management of the 
Group’s operations.
Divisions of responsibilities of the Chairman 
and Chief Executive 
There is a clear division of responsibilities between the 
Chairman and the Chief Executive.
Each role has its own formal written description of specific 
responsibilities.
The Chairman’s principal responsibility is to lead the Board  
in the determination of its strategy and the achievement of  
its objectives. The Chairman is responsible for organising the 
business of the Board, ensuring its effectiveness by facilitating 
full and constructive contributions to the development and 
determination of the Group’s strategy and its overall commercial 
objectives from each member of the Board. The Chairman is 
responsible for promoting the highest standards of integrity, 
probity and corporate governance throughout the Group. The 
Chairman manages the relationship with shareholders in relation 
to governance matters and regularly considers the composition 
and skill set of the Board through evaluation. 
The Chief Executive is directly responsible for all executive 
management matters affecting the Group.
His principal responsibility is ensuring achievement of the 
agreed strategic objectives and leadership of the business on a 
day-to-day basis. The Chief Executive is accountable to the Board 
for the financial and operational performance of the Group. 
Attendance at meetings
The following table sets out the attendance of each Director at 
Board meetings held during the year:
Maximum
 Meetings
Meetings
Attended
Ric Piper 16 16
Brian Wilkinson 16 16
Tony Dyer 16 16
Keith Lewis 16 15
George Materna 16 15
Rudi Kindts 16 14
Richard Bradford 16 14
Roger Goodman
1
4 3
Stephen Burke
2
16 13
Adrian Gunn
3
8 7
1
 Appointed to Board 2 April 2015
2
 Resigned from Board 31 July 2015
3
 Resigned from Board 28 January 2015
Matters reserved for the Board
Matters Reserved for the Board include:
• Approval of interim, preliminary and final financial 
statements, including approval of the interim dividend  
and recommendation of the final dividend 
• Approval of investor presentations, all circulars to 
shareholders and press releases concerning matters 
decided by the Board
• Approval of any significant change in accounting policies  
or practices 
• Consideration of proposals from the Audit Committee  
on recommendations for appointment or removal of 
independent auditors and their remuneration 
• Approval of the Group’s commercial strategy and annual 
operating and capital expenditure budget 
• Changes relating to the Group’s capital structure or its 
status as a plc 
• Appointments to the plc Board and the Boards of 
subsidiaries including the appointment or removal of 
the Company Secretary 
• Consideration of proposals from the Remuneration 
Committee on the terms and conditions of Board members, 
Executive Directors and Senior Management 
• Changes to the Group’s management and control structure, 
including membership of Executive Committee 
• Consideration of material contracts of the Group in the 
ordinary course of business that would affect current 
banking arrangements 
• Formulation of policy regarding charitable and political 
donations
• Approval of significant prosecution, defence or settlement 
of litigation 
• Oversight of internal control arrangements 
• Ensuring the Group has an adequate business continuity policy 
• Oversight of the Group’s health and safety policy 
36 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Role of the Non-Executive 
The Non-Executive Directors have letters of appointment 
stating their annual fee, their re-election at forthcoming  
AGMs and that their appointment is subject to satisfactory 
performance. Their appointment may be terminated with  
a maximum of 6 months’ written notice at any time.
Copies of the letters of appointment will be available for 
inspection prior to and during the AGM, and are also available 
for inspection at the Group’s registered office during normal 
business hours. The remuneration of the Chairman and the 
Non-Executive Directors is determined by the Board within the 
limits set out in the Articles of Association, including reviewing 
the level of fees paid by comparator companies.
The Chairman and the Non-Executive Directors do not 
participate in any meeting at which discussions in respect of 
matters relating to their own position take place.
Committees of the Board
The Board has 3 established committees for audit, nominations 
and remuneration. The committees have terms of reference 
which are reviewed at least biannually by the Board, and revised 
as deemed necessary and appropriate. The terms of reference  
of all 3 committees were reviewed during the 12 months prior  
to the date of this report. Copies of the terms of reference are 
available on the Group’s website www.matchtechgroupplc.com 
and on request from the Company Secretary.
Following formal decision making, the Board may, on occasion, 
delegate authority to a Standing Committee consisting of any  
2 Directors to facilitate final sign off for an agreed course of 
action within strict parameters.
The responsibilities and operation of the Audit, Nominations and 
Remuneration Committees are set out in the following sections.
Board structure
Board
Nominations
Committee
Audit  
Committee
Remuneration  
Committee
Role of the Company Secretary
The Company Secretary advises the Board through the 
Chairman on all governance matters.
All Directors have access to the services of the Company 
Secretary and may take independent professional advice at the 
Company’s expense in conducting their duties. In accordance 
with the Company’s Articles of Association and the schedule of 
matters reserved for the Board, the appointment and removal 
of the Company Secretary is a matter for the whole Board.
37 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Corporate Governance Statement continued
Effectiveness 
Composition and independence of the Board 
The Board recognises that the composition of the Board needs 
to be kept under regular review, with proposals coming from 
the Nominations Committee to the Board for its consideration. 
At the date of this report the Board has 4 Independent Non-
Executive Directors. The Board considers the independence of 
the Independent Non-Executive Directors annually against the 
criteria set out in the UK Governance Code with each being 
determined as independent of management having no business 
or other relationship that could interfere materially with the 
exercise of their judgement. 
The Board is satisfied with the current balance between 
Executive and Non-Executive Directors, which allows it to 
exercise objectivity in decision making and proper control  
of the Group’s business.
Board composition 
■ Executive 3 
 Non-Executive 5 ■
Length of tenure of Directors 
 Less than one year 1
 One to three years 2
 Three to six years 2
 More than six years 3
■
■
■
■
Board diversity 
The Board recognises diversity as an important element in 
ensuring the Board has the necessary skills and experience  
to facilitate the Group’s continued development and that it  
is well placed to continue to provide effective leadership.
Further information is given in the Nomination Committee’s 
Report on page 42.
Re-election of Directors
Under the Company’s Articles of Association all Directors  
must retire at the first Annual General Meeting (AGM) following 
their appointment and may offer themselves for election  
by shareholders.
In line with best practice of the UK Corporate Governance Code, 
certain elements of which the Company has voluntarily chosen 
to comply with, all Directors will retire at the AGM and, being 
eligible, will offer themselves for re-election.
Conflicts of interest
There is a process by which Directors have to notify the Board 
of any conflicts of interest. There have been no conflicts of 
interest notified in the year.
Board evaluation 
The Board is committed to ensuring its effectiveness. 
Subsequent to the year end, the Interim Chairman undertook 
Board Effectiveness discussions with the Executive Directors 
and with the Non-Executive Directors. The CEO attended part  
of the latter discussion.
The Chairman and the Non-Executive Directors meet without 
the Executive Directors present at least once a year.
In the context of the change of Chairman during the year 
performance assessments with each Director were not 
undertaken this year.
The Board is satisfied with the performance of each individual 
Board member and the Board as a whole.
Corporate policies
The Board has a range of policies for the Group to comply with 
which it constantly monitors, including policies on the Bribery 
Act, Corporate Social Responsibility, Equal Opportunities, 
Disability, Diversity, Health and Safety, Gifts and Entertainment, 
and the Environment.
38 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Indemnification of Directors 
Qualifying third party indemnity provisions, as defined in 
section 234 of the Companies Act 2006, are in force for the 
benefit of Directors who held office during the year. The 
Company maintains Directors and Officers liability insurance 
for the Group’s Directors and officers.
Internal control
The Board is responsible for reviewing and approving the 
Group’s governance framework and ensuring its adequacy  
and effectiveness. Internal controls, which include financial, 
operational, compliance and risk management systems, are 
central to this framework:
• The system of internal financial and operational controls  
is designed to meet the Group’s particular needs and aims,  
to facilitate efficient and effective operations, to safeguard 
the Group’s assets, ensure proper accounting records are 
maintained, and ensure that the financial information used 
within the business and for publication is reliable.
• Such a system of internal control can only be designed  
to manage, rather than eliminate risk of failure to achieve 
business objectives, and 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 the risks faced by the 
Group, with further improvements planned for the current 
financial year.
• The Audit Committee agrees an annual plan of internal audit 
activities, including from third parties, and reviews audit 
findings and subsequent management implementation.
• A separate report on Principal Risks and Uncertainties is in 
the Principal Risks and Uncertainties section on pages 18  
and 19.
• The Board’s statements and actions emphasise a culture of 
openness, integrity, competence, fairness and responsibility.
• The Board focuses mainly on strategic issues, senior 
management and financial performance. The Group Executive 
concentrates on operational performance, operational 
decision making and the formulation of strategic proposals  
to the Board.
• The Board determines how the Chief Executive Officer 
operates within a framework of delegated authorities and 
reserved powers which seek to ensure that certain transactions, 
significant in terms of their size or type, are undertaken only 
after Board review.
Risk Management Policy
The Group has an overall Risk Management Policy in place, which 
has been communicated to all staff and is continually accessible.
Financial reporting
The Board approves a business plan and annual budgets  
for individual business units and the Group. The financial 
performance of individual business units is reported regularly.  
We report to our shareholders on a half-yearly basis. Forecasts 
for the Group are updated and reviewed by the Board regularly.
Independent external audit
Information is provided in the Audit Committee’s Report on 
pages 40 to 42.
Relations with shareholders
The Board regards effective communication with shareholders 
as crucial. 
Relations with shareholders are managed principally by the 
Chief Executive Officer and Chief Financial Officer. Meetings 
are held regularly throughout the year with institutional 
investors, fund managers and analysts.
The Chairman, Senior Independent Director and other Non-
Executive Directors make themselves available for meetings 
with major shareholders. This provides shareholders with the 
opportunity to take up with these individuals any issue they 
feel unable to raise with the Chief Executive Officer or Chief 
Financial Officer. 
The Group’s shareholders are invited to attend the AGM at 
which all Directors are present.
The Non-Executive Directors are also kept informed of the 
views of shareholders, with the Executive Directors providing 
updates on investor meetings. Additionally, the Group’s broker 
provides briefings to the Board on shareholder opinions and 
compiles independent feedback from investor meetings. 
The Group’s website contains information on current business 
activities, including the annual and half-year results presentations.
 
39 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Corporate Governance Statement continued
Dear shareholders, 
I am pleased to present the Audit Committee’s annual report 
on its activities.
The year has been dominated by the acquisition of Networkers 
International plc, with the integration with the Matchtech 
business well underway.
From a business as usual perspective, there is nothing to bring 
to your specific attention.
During the year, the Financial Reporting Council’s Audit Quality 
Review team undertook a review of KPMG’s audit of the Group 
for the year to 31 July 2014, the outcome of which is detailed  
in the report on page 41.
The Committee considers that it has delivered what it set out  
to do and has a clear plan for 2015/16. 
As the Chairman of the Committee, I will be available at the 
Annual General Meeting to respond to any questions shareholders 
may raise on any of the Committee’s activities.
Ric Piper
Chairman of the Audit Committee
Aims and objectives
The Audit Committee monitors the integrity of the half-yearly 
and annual financial statements and formal announcements 
relating to the Group’s financial performance, including advising 
the Board that the Annual Report taken as a whole is fair, 
balanced and understandable.
It reviews significant financial reporting issues and accounting 
policies and disclosures in financial reports, reviews the 
effectiveness of the Group’s internal control procedures and 
risk management systems and considers how the Group’s 
internal audit requirements shall be satisfied, making 
recommendations to the Board.
It reviews the independent auditor’s audit strategy and 
implementation plan and its findings in relation to the Annual 
Report and Interim Financial Statements.
Composition
The Audit Committee currently comprises Ric Piper (a member 
and chairman since 2006) and Richard Bradford (who became a 
member during the year in March 2015). Both are independent 
non-executives.
Stephen Burke, a member since 2006, stepped down from  
the Committee in July 2015 on retiring from the Board. The 
Committee thanks Stephen for his valuable advice and 
contribution over many years.
Ric Piper qualified as a Chartered Accountant in 1977 and is a current 
member of the Financial Reporting Review Panel (FRRP). The Board 
considers him to have recent and relevant financial experience.
Meetings and attendance
The Committee met 4 times during the year. 
Max
 Meetings
Meetings
 Attended
Ric Piper 4 4
Richard Bradford
1
2 2
Stephen Burke
2
4 3
1
 Appointed to committee 28 January 2015
2
 Resigned from committee 31 July 2015
The Executive Directors are routinely invited to  
Committee meetings.
During the year the Committee met privately with the 
independent auditor. The Committee Chairman also met 
privately with the Senior Statutory Auditor (Will Smith) outside 
of the Committee meetings.
Operation of the Committee
The Committee’s terms of reference were reviewed and 
updated in October 2015 to conform to best practice and 
approved by the Board. No significant changes were deemed 
necessary. They are available on the Group’s website www.
matchtechgroupplc.com, as well as in hard copy format from  
the Company Secretary.
Each year the Committee works to a planned programme  
of activities which are focused on key events in the annual 
financial reporting cycle and other matters that are considered 
in accordance with its Terms of Reference. 
Audit Committee
40 
MATCHTECH GROUP 
Annual Report and Accounts 2015 It provides oversight and guidance to contribute to the  
ongoing good governance of the business, particularly by 
providing assurance that shareholders’ interests are being 
properly protected by appropriate financial management, 
reporting and internal controls.
The main activities of the Committee during the year were  
as follows:
• Financial Statements: The Committee reviewed the Interim 
and Annual Report. Presentations were made by management 
and the auditor about the key technical and judgemental 
matters relevant to the financial statements. 
Significant areas considered by the auditor and the 
Committee included valuation of accounts receivables, 
working capital forecasts and banking covenants together 
with goodwill valuation and taxation. 
The first three areas are routinely considered by the Board  
at its monthly meetings and the second three areas are the 
subject of specific papers prepared by management as part  
of the Committee’s and the Board’s approval of Interim and 
Annual results.
• This year the Committee also considered the accounting  
for and disclosure of the Group’s acquisition of Networkers 
International plc in April 2015 and the performance in the 
period of ownership to 31 July 2015. Further information  
is set out in Note 2 to the Financial Statements: Segmental 
information and Note 10: Acquisition. Fair, Balanced and 
Understandable: The content and disclosures made in the 
Annual Report are subject to a verification exercise by 
management to ensure that no statement is misleading in the 
form and context in which it is included, no material facts are 
omitted which may make any statement of fact or opinion 
misleading, and implications which might be reasonably 
drawn from the statement are true. 
The Committee was satisfied that it was appropriate for  
the Board to approve the Financial Statements and that  
the Annual Report taken as a whole is fair, balanced and 
understandable such that it allows shareholders to assess  
the Group’s performance against the Group’s strategy and 
business model.
• Internal financial control systems: The Committee reviewed 
the recommendations made by the independent auditor and 
management’s responses and actions. 
The Committee was satisfied that it was appropriate for the 
Board to make the statements regarding internal controls 
included in the Corporate Governance Report.
•  Further to the acquisition of Networkers International plc in 
April 2015, the Committee is considering how best to deploy 
internal audit across a Group which has significantly extended 
its operations from a single site in Whiteley, Hampshire to a 
business which has now added substantial operations in 
London and in 10 international locations.
• Internal Audit: During the year the Group undertook a number 
of internal audit reviews, both of financial and operational 
activities. As part of the Committee’s policy, certain specialist 
internal audit work was undertaken by external organisations.
The Chairman of the Committee reported to the Board on  
the Committee’s activities after each meeting, identifying 
relevant matters requiring communication to the Board and 
recommendations on the steps to be taken.
Independent auditor: reappointment and audit  
tender policy
The appointment of the independent external auditor is 
approved by shareholders annually. The independent auditor’s 
audit of the financial statements is conducted in accordance 
with International Standards on Auditing, ISA (UK and Ireland), 
issued by the Auditing Practices Board.
Following a competitive tender, the Audit Committee proposed 
and the Board approved the appointment of KPMG as the 
Company’s registered independent public accounting firm 
commencing with audit work for the year ending 31 July 2011. 
There are no contractual obligations that act to restrict the 
Committee’s choice of external auditor. In November 2014, the 
Board proposed and shareholders approved the appointment  
of KPMG as the Company’s registered independent public 
accounting firm for the financial year ending 31 July 2015.
On KPMG’s appointment Will Smith became the Company’s 
Senior Statutory Auditor for the year ending 31 July 2011. In 
compliance with KPMG’s policies, Mr Smith’s fifth and final year 
as the Company’s Senior Statutory Auditor will be for the year 
ending 31 July 2015. He will step down at the conclusion of the 
Annual General Meeting in December 2015.
During 2015, the FRC undertook a review of certain aspects of 
KPMG’s audit of Matchtech Group plc. We have discussed the 
review and its findings with KPMG. We noted two specific 
issues were raised by the FRC in their final report and are 
satisfied with the responses to be implemented by KPMG.
In the context of developing best practice, the Committee has 
kept under review its recommendations to the Board concerning 
the Company’s Audit Tender policy. 
This year, having considered the effectiveness and performance 
of the independent auditor, the Committee has recommended 
to the Board the reappointment of KPMG LLP as independent 
auditor of the Company for the next financial year.
Independent Auditor: services, independence  
and fees
The independent auditor provides the following services:
• A report to the Committee giving an overview of the results, 
significant contracts and judgements and observations on  
the control environment.
• An opinion on the truth and fairness of the Group and 
Company financial statements.
• An internal control report, following its audit, highlighting  
to management any areas of weakness or concern.
The Committee monitors the cost-effectiveness of audit and 
non-audit work performed by the independent auditor and  
also considers the potential impact, if any, of this work on 
independence. It recognises that certain work of a non-audit 
nature may be best undertaken by the independent auditor 
41 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Corporate Governance Statement continued
as a result of its unique position and knowledge of key areas 
of the Company. 
Approval is required prior to the independent auditor 
commencing any material non-audit work in accordance with  
a Group policy approved by the Committee. Certain work, such 
as providing bookkeeping services, is prohibited. Further, the 
Committee seeks positive evidence of the independence of the 
independent auditor through its challenge to management.
The Committee regularly reviews all fees for non-audit work 
paid to the independent auditor. Details of these fees can be 
found in Note 3 to the Financial Statements. The Committee 
concluded that the level of non-audit fees, which represent 
32% (2014: 38%) of the audit fees for the Group, did not  
have a negative impact on KPMGs independence.
Further, the Committee seeks positive evidence of the independence 
of the independent auditor through its challenge to management, 
both in written reports and at Committee meetings. 
The Committee also regulates the appointment of former 
employees of the independent auditor to positions in the Group. 
The independent external auditor also operates procedures 
designed to safeguard their objectivity and independence. These 
include the periodic rotation of the Senior Statutory Partner  
(as noted above, due for rotation at the conclusion of the  
Annual General Meeting in December 2015), use of independent 
concurring partners, use of a technical review panel (where 
appropriate) and annual independence confirmations by all staff.
The independent external auditor reports to the Committee  
on matters including independence and non-audit work on an 
annual basis.
Evaluation of the Committee
During the year the Committee evaluated its performance, 
including input from the independent auditors.
Approval
This report was approved by the Committee, on behalf of the 
Board, on the date shown below and signed on its behalf by:
Ric Piper
Chairman of the Audit Committee
Dear shareholders, 
I am pleased to present to shareholders the report of the 
Nominations Committee for the year.
The acquisition of Networkers International in April 2015 has 
reshaped the business from one based mainly in Whiteley, 
Hampshire, to one with substantial operations in London and 
operating in 10 countries overseas. 
Accordingly, this year the Committee focus has been on 
ensuring the structure and experience of the Board is suited  
to meet the opportunities and challenges that lay ahead.
As announced of 28 January 2015, Adrian Gunn stepped down 
as Chief Executive and from the Board. With the announcement 
of the Group’s proposed acquisition of Networkers International 
plc, Adrian believed that this was the appropriate time to bring 
forward his retirement from the Group, which he originally 
planned for 2016. On behalf of the Board, I wish to thank Adrian 
for his immense contribution to the Group over the 26 years he 
has been with us and, in particular, for the progress made since 
admission to AIM in 2006 during his 8 years as CEO. He has been 
instrumental in developing Matchtech to its present position as 
the UK’s largest specialist white-collar engineering recruiter 
and left the business well placed to capitalise on the exciting 
opportunities presented by the acquisition. We wish him well 
for the future.
On completion of the acquisition in April we welcomed Roger 
Goodman, formerly the Non-Executive Chairman of Networkers, 
to the Board. 
On 31 July 2015 Stephen Burke resigned from the Board and we 
thank him for his judicious contribution to the business over the 
9 years he served as a Non-Executive Director and as Chairman 
of the Remuneration Committee. 
Finally and importantly, the search for a Chairman has been 
concluded, with independent advice from The Inzito 
Partnership. I am delighted to welcome Patrick Shanley as the 
new Non-Executive Chairman of the Group with effect from the 
end of the AGM on 2 December 2015. Patrick brings with him a 
wealth of experience and we look forward to working with him. 
George Materna
Chairman of the Nominations Committee 
Audit Committee continued Nomination Committee
42 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Aims and objectives
The aims and objectives of the Nominations Committee are set 
out in the Nominations Committee’s full Terms of Reference 
which can be found in the Corporate Governance section on  
the Company’s website www.matchtechgroupplc.com.
In summary, the role of the Nominations Committee is to:
• Review the structure, size and composition of the Board, and 
make recommendations to the Board with regard to any 
changes required to ensure an appropriate balance of skills, 
expertise, knowledge and independence;
• Review the succession plan for Executive Directors and other 
Senior Executives (Heads of Function); 
• Identify and nominate, for Board approval, candidates to fill 
Board and Senior Executive (Heads of Function) vacancies as 
and when they arise; 
• Review annually the time commitment required of Non-
Executive Directors; 
• Make recommendations to the Board with regard to 
membership of the Audit and Remuneration Committees in 
consultation with the Chairman of each Committee; 
Composition
The Committee is comprised of its Chairman, George Materna, 
and Rudi Kindts and Richard Bradford, both Independent 
Non-Executive Directors, who have been members of the 
Committee since 2006, 2013 and 2013 respectively.
Meetings and attendance
The Committee met two times during the year.
Max 
Meetings
Meetings 
Attended
George Materna 2 2
Rudi Kindts 2 2
Richard Bradford 2 2
Nomination Committee activities
The key activities during the year have been in approving 
changes to the Board and its Committees.
On 28 January 2015, Adrian Gunn resigned from the post of  
Chief Executive Officer and Brian Wilkinson, formerly Executive 
Chairman, was appointed to the role as Group Chief Executive 
Officer. At the same time Ric Piper, the Senior Independent 
Director, was appointed to the role of Interim Non-Executive 
Chairman and stepped down from the Remuneration Committee. 
On 2 April Roger Goodman, formerly the Non-Executive 
Chairman of Networkers, was appointed to the Board and 
appointed to the Remuneration Committee on 1 July 2015.
On 31 July 2015 Stephen Burke resigned from the Board and 
from the Audit and Remuneration Committees.
Succession planning
In line with the responsibilities of the Committee to make 
recommendations on succession planning, at the point Brian 
Wilkinson stepped down from Executive Chairman to take up 
the role of Chief Executive Officer, the decision was taken to 
recruit a permanent Non-Executive Chairman from outside  
the business to complement the skill set of the current  
Board members. 
The Committee undertook an extensive selection process  
to find a suitable candidate, taking into account the Board’s 
Diversity Policy, and a formal recruitment exercise was 
commissioned with an independent executive search firm,  
The Inzito Partnership, which has no other connection with  
the Company. After due process, the committee recommended 
the appointment of Patrick Shanley to the Board.
With effect from 1 August 2015, Rudi Kindts has taken on the 
role of Interim Chairman of the Remuneration Committee.
In the coming year the committee will continue to monitor the 
composition and effectiveness of the Board and committees of 
the company, and keep abreast of developments in corporate 
governance to ensure that we act in the spirit of good 
governance practice.
Diversity policy
The Board recognises the importance of diversity in its broadest 
sense in the boardroom as an essential element in maintaining 
Board effectiveness and a competitive advantage.
Diversity of skills, background, knowledge, international  
and industry experience, and gender will be taken into 
consideration when seeking to make new appointments  
to the Board and its Committees. 
All appointments will be made on merit, taking into account 
suitability for the role, composition and balance of the Board  
to ensure that the Company has the appropriate mix of skills, 
experience, independence and knowledge. 
Information and training 
All Directors have access to the advice and services of Tony Dyer, 
the Chief Financial Officer and Company Secretary, who is 
responsible for ensuring that Board procedures and applicable 
rules and regulations are observed. There is an agreed 
procedure for Directors to obtain independent professional 
advice, paid for by the Group.
George Materna
Chairman of the Nominations Committee 
43 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Governance
Corporate Governance Statement continued
Dear shareholders, 
The purpose of the Remuneration Committee is to review, on 
behalf of the Board, the remuneration policy for the Chairman, 
other Executive Directors and other senior management, and to 
determine the level of remuneration, incentives and other 
benefits, compensation payments and the terms of employment 
of the Executive Directors and other senior executives. It seeks 
to provide a remuneration package that aligns the interests of 
Executive Directors with that of the shareholders.
The committee receives advice from independent remuneration 
consultants and makes comparisons with similar organisations. In 
2015, advice was received from PricewaterhouseCoopers LLP.
The objectives of the Group’s remuneration policy are to attract, 
retain and incentivise management with the appropriate 
professional and managerial capabilities to realise the Group’s 
business objectives, and align their interests with those of 
shareholders. The committee sets targets and measures that 
reflect the Group’s strategy, which seek to ensure that the 
objectives of the business, individuals and shareholders  
are aligned.
The Group strives to link payment to performance and thereby 
create a performance culture and the Committee has continued 
to review the remuneration of the Executive Directors with 
regard to the need to maintain a balance between the 
constituent elements of salary, incentives and other benefits.
Rudi Kindts
Interim Chairman of the Remuneration Committee 
29 October 2015
Aims and objectives
The committee determines and agrees with the Board the 
remuneration policy for the Chairman of the Board, the 
Executive Directors and other senior management, and 
approves the design of and targets for their annual 
performance-related pay schemes.
It reviews the design of share incentive plans for approval by 
the Board and shareholders, and determines the annual award 
policy to Executive Directors and senior executives under 
existing plans.
Within the terms of the agreed policy, it determines the 
remainder of the remuneration packages (principally comprising 
salary and pension) for each Executive Director and senior 
executive. It also reviews and notes the remuneration trends 
across the Group.
The remuneration of the Non-Executive Directors is determined 
by the Board. The Non-Executive Directors do not participate in 
any of the bonus or share schemes.
Composition
The committee comprises of Rudi Kindts and Roger Goodman, 
both Independent Non-Executive Directors. Rudi and Roger 
have been members since 2012 and 2015 respectively.
Stephen Burke, who has been Chairman of the Remuneration 
Committee since 2006, resigned from the Board on 31 July 
2015 and hence resigned from the Remuneration Committee. 
Ric Piper, who has been a member of the Remuneration 
Committee since 2006, resigned from the Committee when he 
was appointed Interim Non-Executive Chairman of the Board 
during 2015.
Meetings and attendance
The Remuneration Committee met 8 times in the year. 
Max 
Meetings
Meetings
 Attended
Stephen Burke
1
8 8
Rudi Kindts 8 7
Ric Piper
2
5 5
Roger Goodman
3
1 1
1
 Resigned from committee 31 July 2015
2
 Resigned from committee 28 January 2015
3
  Appointed to committee 1 July 2015
Transparency in disclosure 
The Group’s Remuneration Committee is responsible, on behalf 
of the Board, for developing remuneration policy and the Group 
is committed to transparency by providing comprehensive and 
clear information on remuneration. 
The Company’s statement on remuneration policy is set out 
together with details of the remuneration of each Director.
As such, the Auditor is not required to and has not, except where 
indicated, audited the information included in the Remuneration 
Committee Report. The audited information meets the 
requirements of the changes to the Rule 19, effective 
February 2010.
Remuneration Committee
44 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Rewarding performance 
The Executive Directors and senior management are rewarded 
through a blend of basic salary, an annual bonus scheme, 
participation in the rolling Long-Term Incentive Plan targeting  
3 year compound Earnings Per Share growth and since 2011, 
have been participants in a Value Creation Plan with a 5 year 
performance period under which share awards are made based 
on annual compounded total shareholder returns.
The Committee believes that this combination of incentives 
supports both the short and longer term goals of the business 
and aligns the participants with the creation of enhanced 
shareholder value.
Following last year’s review of the annual performance related 
pay scheme for the Executive Directors and senior management, 
a new scheme has been adopted in 2015. 
As laid out in last year’s report, the new scheme’s structure is 
based on paying out a percentage of the individual’s annual 
basic salary on a sliding scale between two pre-set targets, 
which for 2015 is a profit target. In principle, the profit target 
for the Executive Directors will be the Group’s audited annual 
profit before amortisation of acquired intangibles and taxation, 
including any performance bonus due. 
The Committee believes that the new scheme improves clarity, 
provides a clear relationship with the Group’s annual plan and 
will be more effective in rewarding relative performance.
Remuneration outcomes of 2015
No remuneration scheme of any Executive Director or senior 
manager in the year has been amended due to the acquisition  
of Networkers International plc.
The bonus and LTIP schemes of the Executive Directors were 
not amended in the year to reflect the acquisition of 
Networkers International plc.
The performance bonus is therefore based upon the profit from 
the existing Matchtech Group excluding the acquired businesses. 
This was £13.8m, after bonuses, for the 2015 financial year, and 
as such met the minimum criteria and the Executive Directors 
qualified for a bonus of 40% of basic pay.
Under the advice of PricewaterhouseCoopers the VCP awards 
were split going forwards with a new tranche of award over  
the new shares issued on the acquisition of Networkers, which 
reflected a new baseline growth targets for the remaining two 
years of the scheme in line with best practice.
The change ensured participants of the VCP did not receive  
a ‘windfall’ through the issue of a significant number of  
new shares.
No Directors, other than the members of the Remuneration 
Committee, provided material advice to the Committee on 
Directors’ remuneration.
Remuneration Policy for the forthcoming year 
The Committee establishes salaries and benefits by reference 
to those prevailing in the employment market generally for 
Executive Directors of companies of comparable status and 
market value, taking into account the range of incentives 
described elsewhere in this report, including an annual 
performance-based bonus scheme. Reviews of such base salary 
and benefits are conducted annually by the Committee.
Post year-end, the Committee undertook a review of the levels 
of remuneration provided to the Executive Directors, with the 
aim to ensure that the packages provided reflect:
• Responsibilities and level of experience of the  
Executive Directors.
• The size and complexity of the Group following the 
Networkers International acquisition.
Our advisors, PricewaterhouseCoopers, presented remuneration 
data for UK listed businesses of a similar size along with data 
for similar sized businesses in comparable sectors. The review 
highlighted that the base salary levels were significantly below 
the market.
Following the review the Board decided to:
• Make adjustments to the levels of salary provided to the 
Executive Directors. The levels of increases are between 12% 
and 14% (after 2% annual salary increases).
• Review the Company’s incentive arrangements in the coming 
year prior to the last Measurement Date under the VCP, in late 
2016. The purpose of the review will be to ensure the Company 
has incentive arrangements in place that are appropriate for 
the business and our shareholders as we enter the next stage 
of development. If the Committee decides to make changes 
to the remuneration policy as a result of the review, we will 
seek to consult with shareholders in advance.
The salary increases (2% annual increase from 1 August 2015 
and the adjustments between 12% and 14% from 1 September 
2015) for the Executive Directors are presented below,  
along with the resulting split between fixed and variable 
on-target remuneration.
Executive
Prior
 salary
 (£000)
New 
salary
 (£000)
Salary 
increase
 (annual 
2% salary 
increase 
included)
Split
 between 
fixed/
variable 
remuneration 
(on target 
basis)
1
Brian Wilkinson 262.5 300.0 14.29% 45%/55%
Tony Dyer 163.8 190.0 16.00% 35%/65%
Keith Lewis 163.8 190.0 16.00% 35%/65%
1
 The split between fixed and variable remuneration is different for the CEO 
on the basis that the expected value of his VCP award, which has been 
annualised for all Executives to draw comparison with a typical 
remuneration package, is measured over fewer plan years (he joined part 
way through the five year plan).
Engagement with shareholders
The Group has an open relationship with shareholders. It 
welcomes dialogue and engages with significant shareholders 
on material changes to its remuneration policy or structure.
 
45 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Notice periods
It is the Group’s policy that all Executive Directors’ service 
contracts contain a 6-month notice period.
The Non-Executive Directors have letters of appointment 
stating their annual fee, and that their appointment is subject to 
satisfactory performance and their re-election at forthcoming 
Annual General Meetings (AGMs). Their appointment may be 
terminated within a maximum of 6 months’ written notice at 
any time.
Profit bonus
Under the new scheme for the 2015 financial year, on 
achievement of the lower target (after accounting for the cost 
of annual bonuses including employer’s national insurance) the 
Executive Directors will receive 40% of their basic pay as an 
annual bonus. The percentage of basic pay awarded increases to 
a maximum of 130% (accounted for on the same basis as the 
lower target). The lower and maximum targets set for 2015 
were £13.7m and £16.0m respectively. The lower and maximum 
targets for 2016 will be reported in the 2016 Remuneration 
Committee’s Report.
As the remuneration schemes have not been amended due to 
the acquisition of Networkers International plc, the performance 
bonus is therefore based upon the Profit from the existing 
Matchtech Group excluding the acquired businesses. This was 
£13.7m, after bonuses, for the 2015 financial year, and as such 
met the minimum criteria and the Executive Directors qualified 
for a bonus of 40% of basic pay.
Pension
The Group contributes 10% of Executive Directors basic 
salaries towards a group personal pension plan. Executive 
Director’s whom have exercised their right to apply for 
Lifetime Limit are paid the equivalent amount in lieu of 
pension contribution. 
Value Creation Plan (VCP)
As announced on 21 November 2011, the Group has implemented 
and made awards to Directors under a VCP.
The VCP was approved by the shareholders in the Annual 
General Meeting on 18 November 2011.
Governance
Remuneration Committee’s Report
The following Directors have been conditionally granted an 
award of units under the VCP:
Executive
Number of
 VCP units
Percentage
 of total 
number 
of VCP units 
allocated 
and to be 
allocated
Brian Wilkinson 144,000 14.40%
Tony Dyer 145,000 14.50%
Keith Lewis 145,000 14.50%
Adrian Gunn
1
266,000 26.60%
1
  Resigned 28 January 2015
No payment has been made for the grant of these awards and 
the VCP units have no value at grant.
The VCP has a 5-year performance period (ending after the 
preliminary announcement of the Group’s results in 2016) and 
the VCP units entitle the Directors to share in 7.5% of the total 
value created for shareholders in excess of an annual hurdle at 
a series of measurement dates.
The level of value created for Matchtech shareholders will be 
determined by reference to the appreciation in the Company’s 
share price, the amount of dividends paid and share buy backs. 
The shareholder value created at each measurement date will 
be calculated using the average share price over the 30 day 
period prior to the relevant measurement date, the measurement 
date being 30 days after the preliminary announcement of the 
Group’s results.
The annual hurdle will be the higher of 1) the actual share price 
at the previous measurement date or 2) 20% growth over the 
threshold price from the previous measurement date.
The initial price is 218 pence per Matchtech share, being the 
average share price of Matchtech shares for the 30 day period 
following the preliminary announcement of the Group’s 2011 
final results.
Performance to date has been:
Year
Threshold 
Price Plus 
Cumulative 
Dividends
Measurement 
Price Plus 
Cumulative 
Dividends
1 – 2012 £2.62 £2.54
2 – 2013 £3.14 £5.84
3 – 2014 £5.84 £6.15
4 – 2015 £6.15
46 
MATCHTECH GROUP 
Annual Report and Accounts 2015 At each measurement date each Director will receive an entitlement to Matchtech shares (in the form of a nil-cost option) with a 
value equivalent to each Director’s relevant proportion of the VCP pool created in respect of that measurement date. Any share 
entitlement will not become exercisable until the end of the fifth year of the VCP when 50% of the shares are exercisable, with 
the balance exercisable 1 year later.
The share entitlement for the year ended 31 July 2014, granted in 2015, is as follows:
Director
2014 share 
entitlement 
Brian Wilkinson 14,900
Tony Dyer 15,003
Keith Lewis 15,003
Adrian Gunn
1
27,523
1
  Resigned 28 January 2015
Share options conditional on performance
During the year the Group operated a Long-Term Incentive Plan (LTIP). 
The plc Executive Directors received an annual grant of zero-priced share options. The grant for the year, made on 30 January 2015, 
(2015 LTIP) was 18,884 shares for the Brian Wilkinson and 12,361 shares each for the Tony Dyer and Keith Lewis.
This award will be capable of release subject to the Director remaining employed until the expiry of the holding period date set 
out, and the satisfaction of the earnings per share growth performance targets.
Earnings per share (EPS) growth
The number of shares which shall be capable of release at the end of the holding period for each unlapsed grant shall be in accordance 
with the following table.
Minimum 
Between minimum  
and maximum Maximum
Grant Baseline EPS Target Vesting Target Vesting Target Vesting
2012 19.74p 10% +RPI pa 33% 10% to 20% +RPI pa straight-line >20% +RPI pa 100%
2013 23.49p 10% +RPI pa 33% 10% to 20% +RPI pa straight-line >20% +RPI pa 100%
2014 30.70p 7% + RPI pa 33% 7% to 14% +RPI pa straight-line >14% +RPI pa 100%
2015 35.00p 7% + RPI pa 33% 7% to 14% +RPI pa straight-line >14% +RPI pa 100%
Total shareholder return (TSR)
The TSR Underpin will be satisfied should the return on a Group’s share over the period from the date of grant to the third 
anniversary of the date of grant, exceed the median return of a comparator group of listed recruitment companies. The composition 
of the comparator group is decided independently by the external remuneration advisors, PricewaterhouseCoopers LLP.
TSR performance can be summarised as follows:
Grant Upper quartile Median Lower quartile Matchtech Ranking 
2012 122% 86.6% 20.4% 210.7% Above Median
2013 100.6% 60.9% 11.9% 153.5% Above Median
The 2014 and 2015 grants were not subject to a TSR performance underpin.
47 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Total shareholder return
The graph below illustrates the TSR of the Group for period 31 July 2008 to 31 July 2014, for both the Group and the FTSE AIM 
Industrial Goods and Services index, which is considered the most appropriate comparator index, as it is the index in which the 
Group appears and is also used for comparing pay and benefit levels.
-50
0
50
100
150
200
250
300
July 2010 Jan 2011 Jul 2011 Jan 2012 Jul 2012 Jan 2013 Jul 2013 Jan 2014 Jul 2014 Jan 2015 Jul 2015
Matchtech Group FTSE AIM Industrial Goods & Services
Share incentive plan
During the year the Group operated a Share Incentive Plan (SIP) for Executive Directors and all staff called ‘Match’. Under the 
scheme, staff are entitled to buy shares in Matchtech Group plc out of pre-tax salary. They can invest up to a maximum of £1,800 
per annum, which will be used to purchase Matchtech Group shares (‘Invest shares’).
The Group will award 1 free share for every share that is purchased (Match shares). Staff will receive Match shares at the end of a  
3 year holding period, subject to remaining employed within the Group and the Invest shares remaining in the plan throughout the 
holding period.
At 31 July 2015, the following shares were held in the scheme by the Executive Directors:
Director
Shares 
purchased
 under SIP
Shares
awarded 
under
 matching
 elements 
of SIP
Dividend 
shares
Shares
 available 
to sell Total
Brian Wilkinson 248 248 22 – 518
Tony Dyer 1,840 1,840 933 1,503 6,116
Keith Lewis 3,196 3,196 1,383 5,365 13,140
Total 5,284 5,284 2,338 6,868 19,774
Governance
Remuneration Committee’s Report continued
48 
MATCHTECH GROUP 
Annual Report and Accounts 2015 Directors’ remuneration
The table below summarises all Directors’ emoluments and pension contributions for the current and the prior year for comparison.
Director
Salaries 
and fees 
£’000
Pension 
£’000
Benefits 
£’000
 Bonus
 £’000
2015 
Total 
£’000
2014
 Total 
£’000
Brian Wilkinson 261 25 13 104 403 269
Adrian Gunn
1
221 10 7 41 279 352
Tony Dyer 164 16 14 62 256 289
Keith Lewis 146 34 12 62 254 284
Ric Piper 55 – 1 – 56 52
George Materna 50 – 2 – 52 66
Stephen Burke
2
51 – – – 51 48
Richard Bradford 45 – – – 45 47
Rudi Kindts 47 – – – 47 43
Roger Goodman
3
15 – – – 15 –
Total 1,055 85 49 269 1,458 1,450
1
  Resigned 28 January 2015
2
  Resigned 31 July 2015
3
  Appointed 2 April 2015
Directors’ interests in shares and share options
The Directors’ interests in the share capital of the Group at 31 July 2015 are shown below. There are no changes to this information 
as at the date of this report.
Director
Ordinary 
shares at 
 31 July
 2014
Change 
in year 
Ordinary 
shares at 
 31 July 
2015 
% of share
capital
George Materna 7,837,405 (60,000) 7,777,405 25.3%
Adrian Gunn
1
431,299 – n/a n/a
Tony Dyer 309,960 – 309,960 1.0%
Keith Lewis 283,690 – 283,690 0.9%
Roger Goodman – 80,143 80,143 <0.3%
Brian Wilkinson 10,000 35,000 45,000 <0.2%
1
 Adrian Gunn held 429,902 shares at the date of his resignation
49 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Financial Statements Strategic Report Governance Share Options and Deferred Share Bonus Options
Director
As at
31 July
 2014
Options
 granted
Options
 exercised
Options
lapsed
As at 
31 July
 2015
Date 
at which 
exercisable Expiry date
Brian Wilkinson
2014 LTIP – 24 January 2014 34,896 – – – 34,896 24 January 2017 24 January 2024
2015 LTIP – 30 January 2015 – 18,884 – – 18,884 30 January 2018 30 January 2025
Tony Dyer 
2012 LTIP – 31 January 2012 16,000 – – (2,032) 13,968 31 January 2015 31 January 2022
2013 LTIP – 31 January 2013 16,000 – – – 16,000 31 January 2016 31 January 2023
2013 DSBP – 31 January 2013 5,200 – – – 5,200 24 January 2015 31 January 2023
2013 DSBP – 31 January 2013 5,200 – – – 5,200 24 January 2016 31 January 2023
2014 LTIP – 24 January 2014 34,450 – – – 34,450 24 January 2017 24 January 2024
2015 LTIP – 30 January 2015 – 12,361 – – 12,361 30 January 2018 30 January 2025
Keith Lewis
2012 LTIP – 31 January 2012 10,000 – – (1,270) 8,730 31 January 2015 31 January 2022
2013 LTIP – 31 January 2013 16,000 – – – 16,000 31 January 2016 31 January 2023
2013 DSBP – 31 January 2013 5,200 – – – 5,200 24 January 2015 31 January 2023
2013 DSBP – 31 January 2013 5,200 – – – 5,200 24 January 2016 31 January 2023
2014 LTIP – 24 January 2014 34,450 – – – 34,450 24 January 2017 24 January 2024
2015 LTIP – 30 January 2015 – 12,361 – – 12,361 30 January 2018 30 January 2025
The IFRS 2 charge in the year for all LTIPs and VCP awards relating to the Executive Directors was £202,000 (2014: £37,000) in 
respect of Brian Wilkinson, £69,000 (2014: £66,000) in respect of Tony Dyer, £68,000 (2014: £58,000) in respect of Keith Lewis.
No Director had any other interest in the share capital of the Group or its subsidiaries, or exercised any share options during the 
year, other than as already disclosed.
On 31 July 2015, the closing market price of Matchtech Group plc ordinary shares was 570.0 pence. The highest price of these 
shares during the year was 586.5 pence between 21 August 2014 and 25 August 2014 and the lowest price 500.0 pence between 
3 February 2015 and 4 February 2015, based on the London Stock Exchange Daily Official List.
Approval
This report was approved by the Committee, on behalf of the Board, on the date shown below and signed on its behalf by:
Rudi Kindts
Interim Chairman of the Remuneration Committee 
29 October 2015
Governance
Remuneration Committee’s Report continued
50 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
51 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
We have audited the financial statements of Matchtech Group 
plc for the year ended 31 July 2015 set out on pages 52 to 82. 
The financial reporting framework that has been applied in 
their preparation is applicable law and International Financial 
Reporting Standards (IFRSs) as adopted by the EU and, as 
regards the parent company financial statements, as applied 
in accordance with the provisions of the Companies Act 2006.   
This report is made solely to the company’s members, as a body, 
in accordance with Chapter 3 of Part 16 of the Companies Act 
2006. Our audit work has been undertaken so that we might 
state to the company’s members those matters we are required 
to state to them in an auditor’s report and for no other purpose.  
To the fullest extent permitted by law, we do not accept or 
assume responsibility to anyone other than the company and 
the company’s members, as a body, for our audit work, for this 
report, or for the opinions we have formed.   
Respective Responsibilities of Directors and Auditor 
As explained more fully in the Directors’ Responsibilities 
Statement set out on page 34, the Directors are responsible 
for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. Our responsibility 
is to audit, and express an opinion on, the financial statements 
in accordance with applicable law and International Standards 
on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s Ethical Standards 
for Auditors.  
Scope of the Audit of the Financial Statements 
A description of the scope of an audit of financial statements 
is provided on the Financial Reporting Council’s website at 
www.frc.org.uk/auditscopeukprivate. 
Opinion on Financial Statements 
In our opinion: 
 the financial statements give a true and fair view of the state 
of the Group’s and of the parent company’s affairs as at 31 July 
2015 and of the Group’s profit for the year then ended;   
 the Group financial statements have been properly prepared 
in accordance with IFRSs as adopted by the EU;  
 the parent company financial statements have been properly 
prepared in accordance with IFRSs as adopted by the EU and 
as applied in accordance with the provisions of the Companies 
Act 2006; 
 the financial statements have been prepared in accordance 
with the requirements of the Companies Act 2006. 
Opinion on Other Matters Prescribed by the 
Companies Act 2006 
In our opinion, the information given in the Strategic Report 
and Directors’ Report for the financial year for which the 
financial statements are prepared is consistent with the 
financial statements. 
Matters on which we are Required to Report 
by Exception 
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:   
 adequate accounting records have not been kept by the Parent 
company, or returns adequate for our audit have not been 
received from branches not visited by us; or   
 the parent company financial statements are not in agreement 
with the accounting records and returns; or   
 certain disclosures of Directors’ remuneration specified by law 
are not made; or   
 we have not received all the information and explanations we 
require for our audit.   
 
William Smith (Senior Statutory Auditor) 
for and on behalf of KPMG LLP, Statutory Auditor 
Chartered Accountants 
Gateway House, 
Tollgate, 
Chandlers Ford, 
Hants 
SO53 3TG 
29 October 2015 
 
 
  
Financial Statements 
Independent auditor’s report 
To the members of Matchtech Group plc 
 
Financial Statements
Independent Auditor’s Report
To the members of Matchtech Group plc
Strategic Report Governance Financial Statements
51 
MATCHTECH GROUP 
Annual Report and Accounts 2015   
48 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
 Note 
2015 
£’000 
2014 
£’000 
Revenue 2 502,293 451,591  
Cost of sales  (447,474) (406,609) 
GROSS PROFIT 2 54,819  44,982  
Administrative expenses   (42,459)  (32,024) 
PROFIT FROM OPERATIONS 3 12,360  12,958  
Profit from operations before amortisation of acquired intangibles and non-recurring costs  16,750  13,621  
Non-recurring costs included within administrative expenses 3  (2,710) – 
Amortisation of acquired intangibles 3 (1,680) (663) 
Finance cost 5 (1,074) (1,015) 
PROFIT BEFORE TAX   11,286   11,943  
Taxation 8 (2,959)  (2,821) 
PROFIT FOR THE YEAR   8,327  9,122  
Attributable to:    
Equity holders of the parent   8,311  9,122  
Non-controlling interests  16  – 
   8,327  9,122 
 
All of the activities of the Group are classed as continuing. 
 
EARNINGS PER ORDINARY SHARE    
 Note 
2015  
pence  
2014  
pence  
Basic 9 31.0  37.0  
Diluted 9 29.6   35.0  
 
Statement of Comprehensive Income 
For the year ended 31 July 2015 
 
2015 
£’000  
2014 
£’000  
PROFIT FOR THE YEAR 8,327 9,122  
OTHER COMPREHENSIVE INCOME   
Items that may be classified to profit or loss: 
Exchange differences on retranslation of foreign operations (109) 120  
OTHER COMPREHENSIVE INCOME FOR THE YEAR (109)  120  
TOTAL COMPREHENSIVE INCOME FOR THE YEAR   8,218   9,242  
Attributable to:   
Equity holders of the parent  8,202  9,242  
Non-controlling interests 16  – 
 8,218 9,242  
 
  
Financial Statements 
Consolidated Income Statement 
For the year ended 31 July 2015 
 
Financial Statements
Consolidated Income Statement
For the year ended 31 July 2015
52 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
49 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
A) Group 
 
Share 
 capital 
 £’000 
Share 
premium 
£’000 
Merger 
 reserve  
£’000 
Share 
 based  
payment 
reserve 
£’000 
Translation 
of foreign 
operations 
£’000 
Retained  
earnings 
 £’000  
Non- 
controlling  
interests 
£’000 
Total 
£’000 
At 1 August 2013 236   3,231   224   1,094   (31)  27,568   –   32,322  
         
Profit for the year – – – – – 9,122   –   9,122  
Other comprehensive income – – – – 120 – –  120  
Total comprehensive income  –   –   –   –   120   9,122   –   9,242  
         
Dividends paid in the year – – – – –  (4,516)  –   (4,516) 
Deferred tax movement re share options – – – – –  109   –   109  
IFRS 2 charge – – –  1,335  – – –  1,335  
IFRS 2 reserves transfer – – –  (808) –  808   –   –  
Shares issued 14 4,157  –  – – –  – 4,171 
Transactions with owners  14   4,157   –   527   –   (3,599)  –   1,099  
         
At 31 July 2014 250   7,388   224   1,621   89   33,091   –   42,663  
         
At 1 August 2014  250   7,388   224   1,621   89   33,091   –   42,663  
         
Profit for the year – – – – –  8,311   16   8,327  
Other comprehensive income – – – –  (109) – –  (109) 
Total comprehensive income  –   –   –   –   (109)  8,311   16   8,218  
         
Dividends paid in the year – – – – –  (5,382) –  (5,382) 
Deferred tax movement re share options – – – –  – 174 – 174 
IFRS 2 charge – – – 1,623 – – – 1,623 
IFRS 2 reserves transfer – – –  (1,104) –  1,104   –   –  
Reacquisition of non-controlling interest – – – – – (650) – (650) 
Shares issued 59   1,306  28,526 – – – –  29,891  
Transactions with owners 59   1,306  28,526   519   –   (4,754)  –   25,656  
         
At 31 July 2015  309  8,694  28,750   2,140   (20)  36,648   16   76,537  
 
  
Financial Statements 
Statement of Changes in Equity 
For the year ended 31 July 2015 
 
Financial Statements
Statement of Changes in Equity
For the year ended 31 July 2015
53 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements   
50 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
B) Company 
 
Share 
 capital 
 £’000  
Share 
 premium 
 £’000 
 
 
Merger 
Reserve 
£’000 
Share 
 based  
payment 
reserve 
£’000 
 Retained  
earnings  
£’000  
 Total 
£’000  
At 1 August 2013  236   3,231  –  1,094   1,771   6,332  
       
Profit and total comprehensive income for the year  –   –  –  –   3,345   3,345  
   –    
Dividends paid in the year  –   –  –  –   (4,516)  (4,516) 
IFRS 2 charge –   –  –  1,335   –   1,335  
IFRS 2 reserves transfer  –   –  –  (808)  808   –  
Shares issued 14   4,157  –  –   –   4,171  
Transactions with owners 14   4,157  –  527   (3,708)  990  
       
At 31 July 2014 250   7,388  –  1,621   1,408  10,667  
       
At 1 August 2014 250   7,388  –  1,621   1,408   10,667  
       
Profit and total comprehensive income for the year – – – –  3,482   3,482  
   –    
Dividends paid in the year  –   –  –  –   (5,382)  (5,382) 
IFRS 2 charge –   –  –  1,623   –   1,623  
IFRS 2 reserves transfer  –   –  –  (1,104)  1,104   –  
Shares issued 59  1,306  28,526  –   –   29,891  
Transactions with owners 59   1,306  28,526  519   (4,278)  26,132  
       
At 31 July 2015 309  8,694  28,526  2,140   612   40,281  
 
  
Financial Statements 
Statement of Changes in Equity continued 
For the year ended 31 July 2015 
 
Financial Statements
Statement of Changes in Equity continued
For the year ended 31 July 2015
54 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
51 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
Financial Statements 
Statements of Financial Position 
For the year ended 31 July 2015 
 
  Group Company 
 Note 
2015 
£’000 
2014 
£’000 
2015 
£’000 
2014 
£’000  
NON-CURRENT ASSETS      
Intangible assets 11  52,230   3,704   –   –  
Property, plant and equipment 12  1,535   1,328   –   –  
Investments 13  –   –   5,676   3,403  
Deferred tax asset 14 1,237  388   –   –  
Total Non-Current Assets   55,002   5,420   5,676   3,403  
CURRENT ASSETS      
Trade and other receivables 15  98,897   72,248   72,135   9,414  
Cash and cash equivalents   3,997   569   –   39  
Total Current Assets  102,894   72,817   72,135   9,453  
TOTAL ASSETS   157,896   78,237   77,811   12,856  
NON-CURRENT LIABILITIES      
Deferred tax liability 14 (4,967) – – – 
Provisions 16  (278)  (278)  –   –  
Bank loans and overdrafts 22 (28,608) – (28,608) – 
Total Non–Current Liabilities   (33,853)  (278)  (28,608)  –  
CURRENT LIABILITIES      
Trade and other payables 17  (37,562)  (30,112)  (8,922)  (2,189) 
Current tax liability   (911)  (1,506)  –   –  
Bank loans and overdrafts 22  (9,033)  (3,678)   –  –  
Total Current Liabilities  (47,506)  (35,296)  (8,922)  (2,189) 
TOTAL LIABILITIES  (81,359)  (35,574)  (37,530)  (2,189) 
NET ASSETS   76,537   42,663   40,281   10,667  
EQUITY      
Called-up equity share capital  20  309   250   309   250  
Share premium account  8,694   7,388  1,306   7,388  
Merger reserve   28,750   224  28,526   –  
Share based payment reserve   2,140   1,621   2,140   1,621  
Translation of foreign operations   (20)  89   –   –  
Retained earnings   36,648   33,091   612   1,408  
TOTAL EQUITY ATTRIBUTABLE TO EQUITY HOLDERS 
OF THE PARENT   76,521   42,663  40,281   10,667  
Non-controlling interests   16   –   –   –  
TOTAL EQUITY   76,537   42,663   40,281   10,667  
 
These financial statements were approved by the Board of Directors on 29 October 2015, and signed on their behalf by: 
 
 
 
Tony Dyer 
Chief Financial Officer 
  
Financial Statements
Statement of Financial Position
For the year ended 31 July 2015
55 
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Annual Report and Accounts 2015
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52 
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Annual Report and Accounts 2015 
Financial Statements 
Consolidated Cash Flow Statement 
For the year ended 31 July 2015 
 
 Group Company 
 2015 
£’000 
2014 
£’000 
2015 
£’000 
2014 
 £’000  
CASH FLOWS FROM OPERATING ACTIVITIES     
Profit after taxation 8,327   9,122   3,482   3,345  
Adjustments for:     
Depreciation and amortisation 2,696   1,385   –   –  
(Profit)/loss on disposal of property, plant and equipment (13)  18   –   –  
Finance cost 1,074   1,015   –   –  
Taxation expense recognised in profit and loss 2,959   2,821   –   –  
Decrease/(increase) in trade and other receivables 12,524   (1,896)  4,101  (4,501) 
(Decrease)/increase in trade and other payables  (11,157)  1,906   6,733   1,501  
Share based payment charge 1,623   1,335   –   –  
Investment income –   –   (4,250)  (4,500) 
Cash generated from operations  18,033   15,706   10,066  (4,155) 
Interest paid  (848)  (642)  –   –  
Income taxes paid (3,965)  (2,809)                        –  –  
NET CASH FROM OPERATING ACTIVITIES 13,220   12,255   10,066  (4,155) 
CASH FLOWS FROM INVESTING ACTIVITIES     
Purchase of property, plant and equipment  (524)  (293)  –   –  
Purchase of intangible assets (387)  (10)  –   –  
Acquisitions net of cash received (37,587) (4,170) (37,587) – 
Proceeds from sale of property, plant and equipment 58   19  –   –  
Dividends received  –   –   4,250   4,500  
NET CASH USED IN INVESTING ACTIVITIES (38,440)  (4,454)  (33,337)   4,500  
CASH FLOWS FROM FINANCING ACTIVITIES     
Proceeds from issue of share capital 6   4,171   6   4,171  
Drawdown of term loan 28,608 – 28,608 – 
Dividends paid (5,382)  (4,516)  (5,382)  (4,516) 
NET CASH FROM/(USED IN) FINANCING  23,232  (345)  23,232   (345) 
Effects of exchange rates on cash and cash equivalents  (143)  20   –   –  
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS  (2,131)  7,476   (39)  –  
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR  (3,109)  (10,585)  39   39  
CASH AND CASH EQUIVALENTS AT END OF YEAR  (5,240)  (3,109) –  39  
CASH AND CASH EQUIVALENTS     
Cash  3,997   569  –   39  
Bank overdrafts (14)  (332) –  –  
Working capital facility used (Note 22)  (9,223)  (3,346) –  –  
CASH AND CASH EQUIVALENTS IN CASH FLOW STATEMENTS (5,240)  (3,109) –  39  
  
Financial Statements
Consolidated Cash Flow Statement
For the year ended 31 July 2015
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Financial Statements 
Notes  
Forming part of the financial statements  
 
1 The Group and Company Significant Accounting Policies 
i The Business and Address of the Group 
Matchtech Group plc is a human capital resources business dealing with contract and permanent recruitment in the private and 
public sectors. The Company is incorporated in the United Kingdom. The Group’s address is: Matchtech Group plc, 1450 Parkway, 
Whiteley, Fareham PO15 7AF. 
ii Basis of Preparation of the Financial Statements 
The financial statements have been prepared in accordance with applicable International Financial Reporting Standards (IFRS) 
as adopted by the European Union (EU) and which are effective at 31 July 2015 and with those parts of the Companies Act 2006 
applicable to companies reporting under IFRS. 
These financial statements have been prepared under the historical cost convention. The accounting policies have been applied 
consistently throughout both the Group and the Company for the purposes of preparation of these financial statements. A summary 
of the principal accounting policies of the Group is set out below. 
The consolidated financial statements are prepared in sterling. Additional analysis of administration expenses has been provided in 
the Consolidated Income Statement. This has not resulted in any restatement of the 2014 Consolidated Income Statement. 
iii Going Concern  
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate regard for 
the current macroeconomic environment and the particular circumstances in which the Group operates. These were prepared with 
reference to historical and current industry knowledge, taking future strategy of the Group into account. As a result, at the time of 
approving the financial statements, the Directors consider that the Company and the Group have sufficient resources to continue 
in operational existence for the foreseeable future, and accordingly, that it is appropriate to adopt the going concern basis in the 
preparation of the financial statements. As with all business forecasts, the Directors cannot guarantee that the going concern basis 
will remain appropriate given the inherent uncertainty of future events. 
iv New Standards and Interpretations 
These following standards and amendments to existing standards are applicable for the period ending 31 July 2015: 
Standard  
Effective date  
(Annual periods beginning on or after) 
IAS 27 Separate Financial Statements 1 January 2014 
IAS 28 Associates and Joint Ventures 1 January 2014 
IFRS 10 Consolidated Financial Statements 1 January 2014 
IFRS 11 Joint Arrangements 1 January 2014 
IFRS 12 Disclosure of Interests in Other Entities 1 January 2014 
 
The adoption of the above standards has had no material impact on the financial statements. 
New Standards in Issue, Not Yet Effective 
The following relevant standards, amendments to existing standards and Interpretations, which are new and yet to become 
mandatory, have not been applied in the Group financial statements.  
Standard   
Effective date 
(Annual periods beginning on or after) 
IAS 19 Defined Benefit Plans: Employee Contributions 1 February 2015 
IFRS 11 Joint Arrangements 1 January 2016 
IFRS 14 Regulatory Deferral Accounts 1 January 2016 
IAS 27 Equity Method in Separate Financial Statements 1 January 2016 
IFRS 9 Fair Values 1 January 2016 
IFRS 15 Revenue 1 January 2016 
IFRS improvements Various Various 
 
Based on the Group’s current business model and accounting policies, the Directors do not expect material impacts on the figures 
in the Group’s financial statements when the interpretations become effective. 
The Group does not intend to apply any of these pronouncements early. 
  
Financial Statements
Notes
Forming part of the financial statements
57 
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54 
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Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
1 The Group and Company Significant Accounting Policies continued 
v Basis of Consolidation  
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to the Statement 
of Financial Position date. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or 
has rights to, variable returns through its involvement with an entity and it has the ability to affect those returns through its power 
over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that 
control commences until the date that control ceases.  
Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value of 
all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether 
or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and 
liabilities of the subsidiary are included in the Group Statement of Financial Position at their fair values, which are also used as 
the bases for subsequent measurement in accordance with Group accounting policies. 
Transactions between Group companies are eliminated on consolidation. 
vi Revenue 
Revenue is measured by reference to the fair value of consideration received or receivable by the Group for services provided, 
excluding VAT and trade discounts. Revenue on temporary placements is recognised upon receipt of a client approved timesheet 
or equivalent. Revenue from permanent placements, which is based on a percentage of the candidate’s remuneration package, is 
recognised when candidates commence employment, at which point it is probable that the economic benefits associated with the 
transaction will be transferred. Fees for the provision of engineering services are recognised on completion of work performed in 
accordance with customer contracts. Other fees are recognised on confirmation from the client committing to the agreement. 
vii Non–recurring Items 
Non-recurring items are items that are unusual because of their size, nature or incidence and are presented within the consolidated 
income statement but highlighted through separate disclosure. The Group’s Directors consider that these items should be separately 
identified within the income statement to enable a true and fair understanding of the Group’s results.  
Items which are included within this category include: 
 costs of acquisitions; 
 integration costs of acquisitions; 
 significant restructuring costs; 
 other particularly significant or unusual items. 
viii Property, Plant and Equipment 
Property, plant and equipment is stated at cost, net of depreciation and any provision for impairment. 
Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of 
that asset in terms of annual depreciation as follows: 
Motor vehicles 25.0% Reducing balance 
Fixtures, Fittings and Office equipment 12.5% to 33.0% Straight line 
Leasehold Improvements Over the period of the lease term  
 
Residual value estimates are updated as required, but at least annually, whether or not the asset is revalued. 
ix Intangible Assets 
Goodwill  
Goodwill arises on the acquisition of subsidiaries and represents the excess of the fair value of the consideration given for a 
business over the Company’s interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the 
acquiree. Goodwill is stated at cost less accumulated impairment.  
Goodwill is allocated to cash-generating units and is not amortised, but is tested at least annually for impairment. For the purpose of 
impairment testing, goodwill acquired in a business acquisition is allocated to each of the cash generating units (CGUs), or groups of 
CGUs that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated 
represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is 
monitored at the operating segment level. 
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential 
impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and fair value 
less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed. Gains and losses on 
the disposal of an entity include the carrying amount of goodwill relating to the entity sold. 
  
Financial Statements
Notes continued
Forming part of the financial statements
58 
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Annual Report and Accounts 2015 
1 The Group and Company Significant Accounting Policies continued 
Expenditure on internally generated goodwill, brands and intangibles is expensed in the Income Statement when incurred. 
Software Licences 
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific 
software. These costs are amortised using the straight line method to allocate the cost of the software licences over their useful lives 
of between 2 and 5 years. Software licences are stated at cost less accumulated amortisation.  
Customer relationships 
Acquired customer relationships comprise principally of existing customer relationships which may give rise to future orders 
(customer relationships), and existing order books (backlog orders). Acquired customer relationships are recognised at fair value 
at the acquisition date and have a finite useful life. Amortisation of customer relationships is in line with the expected cashflows. 
Acquired customer relationships are stated at cost less accumulated amortisation and impairment. Backlog orders are recognised at 
fair value at the acquisition date and amortised in line with the expected cash flows. Backlog orders are stated at cost less 
accumulated amortisation and impairment. Customer relationships are amortised over their useful economic life of between 2 and 
10 years. 
Trade names and trademarks 
Trade names and trademarks have arisen on the consolidation of acquired businesses and are recognised at fair value at the 
acquisition date. Where trade names and trademarks are considered to have a finite useful life, amortisation is calculated using 
the straight line method to allocate the cost of trade names and trademarks over their estimated useful lives. Where trade names 
and trademarks are considered to have an indefinite useful life, they are not subject to amortisation; they are tested annually for 
impairment and when there are indications that the carrying value may not be recoverable, detailed within the impairment of non-
financial assets section below. Trade names and trademarks are stated at cost less accumulated amortisation and impairment. Trade 
names and trademarks are amortised over their useful economic life of between 2 and 11 years. 
Other 
Other intangible assets acquired by the Group that have a finite life useful life are measured at cost less accumulated amortisation 
and accumulated losses. Other intangibles are amortised over their useful economic life of between 2 and 5 years.  
Amortisation of intangible assets is recognised in the income statement under administrative expenses. Provision is made against 
the carrying value of intangible assets where an impairment in value is deemed to have occurred. Impairment losses are recognised 
in the Income Statement under administrative expenses. 
x Disposal of Assets 
The gain or loss arising on the disposal of an asset is determined as the difference between the disposal proceeds and the carrying 
amount of the asset and is recognised in the Income Statement. 
xi Operating Lease Agreements 
Rentals applicable to operating leases are charged against profits on a straight line basis over the lease term. Lease incentives are 
spread over the term of the lease. 
xii Taxation 
Current tax is the tax currently payable based on taxable profit for the year. 
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the 
difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the 
initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business 
combination or affects tax or accounting profit. 
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable 
that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred 
tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they 
are enacted or substantively enacted at the Statement of Financial Position date. 
Deferred tax on temporary differences associated with shares in subsidiaries is not provided if these temporary differences can be 
controlled by the Group and it is probable that reversal will not occur in the foreseeable future. 
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where 
they relate to items that are charged or credited directly to equity (such as share based payments) in which case the related deferred 
tax is also charged or credited directly to equity. 
xiii Pension Costs 
The Company operates defined contribution pension schemes for employees. The assets of these schemes are held separately from 
those of the Company. The annual contributions payable are charged to the Income Statement as they accrue. 
  
59 
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56 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
 
1 The Group and Company Significant Accounting Policies continued 
xiv Share Based Payments 
The transitional arrangements of IFRS 1 have been applied to all grants of equity instruments after 7 November 2002 that were 
unvested at 1 August 2006. All share based remuneration is ultimately recognised as an expense in the Income Statement with a 
corresponding credit to “share based payment reserve”. All goods and services received in exchange for the grant of any share-
based remuneration are measured at their fair values. Fair values of employee services are indirectly determined by reference to 
the fair value of the share options awarded. Their value is appraised at the grant date and excludes the impact of non-market vesting 
conditions (for example, profitability and sales growth targets).  
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best 
available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication 
that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is 
recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately 
exercised are different to that estimated on vesting. Upon exercise of share options, proceeds received net of attributable 
transaction costs are credited to share capital and share premium. 
The Company is the granting and settling entity in the group share based payment arrangement where share options are granted to 
employees of its subsidiary companies. The Company recognises the share based payment expense as an increase in the investment 
in subsidiary undertakings. 
The Group operates a Share Incentive Plan (SIP) which is HMRC approved, and enables employees to purchase Company shares 
out of pre-tax salary. For each share purchased the Company grants an additional share at no cost to the employee. The expense in 
relation to these ‘free’ shares is recorded as employee remuneration and measured at fair value of the shares issued as at the date 
of grant. 
xv Business Combinations Completed Prior to Date of Transition to IFRS 
The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations prior to 1 August 2006.  
Accordingly the classification of the combination (merger) remains unchanged from that used under UK GAAP. Assets and liabilities 
are recognised as at the date of transition if they would be recognised under IFRS, and are measured using their UK GAAP carrying 
amount immediately post-acquisition as deemed cost under IFRS, unless IFRS requires fair value measurement. Deferred tax is 
adjusted for the impact of any consequential adjustments after taking advantage of the transitional provisions. 
xvi Financial Assets 
All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets 
are recognised at fair value plus transaction costs. 
In the Company financial statements, investment in the subsidiary Company is measured at cost and provision made where an 
impairment value is deemed to have occurred. 
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active 
market. Trade receivables are classified as loans and receivables. Loans and receivables are measured subsequent to initial 
recognition at amortised cost using effective interest method, less provision for impairment. Any change in their value through 
impairment or reversal of impairment is recognised in the Income Statement. 
Provision against trade receivables is made when there is objective evidence that the Group will not be able to collect all amounts 
due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference 
between the asset’s carrying amount and the present value of estimated future cash flows. 
A financial asset is derecognised only where the contractual rights to cash flows from the asset expire or the financial asset is 
transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash 
flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset but 
assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for 
derecognition if the Group transfers substantially all the risks and rewards of ownership of the asset, or if the Group neither retains 
nor transfers substantially all the risks and rewards of ownership but does transfer control of that asset. 
Trade receivables subject to the invoice discounting facility are recognised in the Statement of Financial Position until they are 
settled by the customer. 
xvii Financial Liabilities 
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party 
to the contractual provisions of the instrument and comprise trade and other payables and bank loans. Financial liabilities are 
recorded initially at fair value, net of direct issue costs and are subsequently measured at amortised cost using the effective 
interest rate method. 
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled 
or expires. 
Financial Statements
Notes continued
Forming part of the financial statements
60 
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57 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
1 The Group and Company Significant Accounting Policies continued 
xviii Financial Instruments  
Financial instruments often consist of a combination of debt and equity and the Group has to decide how to attribute values to each. 
They are treated as equity only to the extent that they meet the following two conditions:  
(i) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or 
financial liabilities with another party under conditions that are potentially unfavourable to the Group; and  
(ii) where the instrument will or may be settled in the Group’s own equity instruments, it is either a non-derivative that includes no 
obligation to deliver a variable number of the Group’s own equity instruments or is a derivative that will be settled by the Group 
exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.  
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability, and where such an instrument 
takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital 
and share premium exclude amounts in relation to those shares.   
Finance payments associated with financial liabilities are dealt with as part of finance costs.  Finance payments associated with 
financial instruments that are classified in equity are dividends and are recorded directly in equity. 
The Group uses financial instruments, in particular forward currency contracts, to manage the financial risks associated with the 
Group’s underlying business activities. The forward exchange contracts are used to hedge foreign currency exposures arising on 
forecast receipts and payments in foreign currencies. These forward contracts are revalued to the rates of exchange at the Statement 
of Financial Position date and any aggregate unrealised gains and losses arising on revaluation are included in other debtors or 
creditors. At maturity, or when the contract ceases to be a hedge, gains and losses are taken to the Income Statement. The Group 
does not undertake any trading activity in financial instruments. 
Fair Value Hierarchy 
The Group analyses financial instruments carried at a fair value by valuation method. The different levels have been defined as 
follows: 
 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; 
 Level 2: inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly 
(i.e. as prices) or indirectly (i.e. directly from prices); and 
 Level 3: inputs for assets or liabilities that are not based on observable market data (unobservable inputs). 
xix Cash and Cash Equivalents 
Cash and cash equivalents comprise cash on hand, on demand deposits, bank overdrafts and working capital facilities. 
xx Dividends 
Dividend distributions payable to equity shareholders are included in “other short term financial liabilities” when the dividends are 
approved in the annual general meeting prior to the balance sheet date. 
  
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58 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
1 The Group and Company Significant Accounting Policies continued 
xxi Foreign Currencies 
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities in foreign currencies are translated at the rates of exchange ruling at the Statement of Financial Position date. Non-
monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the 
transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the 
date when the fair value was determined. 
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those 
at which they were initially recorded are recognised in the profit or loss in the period in which they arise. 
The assets and liabilities in the financial statements of foreign subsidiaries are translated at the rate of exchange ruling at the 
Statement of Financial Position date. Income and expenses are translated at the actual rate. The exchange differences arising from 
the retranslation of the opening net investment in subsidiaries are taken directly to “Translation of foreign operations” in equity. 
On disposal of a foreign operation the cumulative translation differences are transferred to the Income Statement as part of the gain 
or loss on disposal. 
As permitted by IFRS 1, the balance on the cumulative translation adjustment on retranslation of subsidiaries’ net assets has been set 
to zero at the date of transition to IFRS. 
xxii Equity 
Equity comprises the following: 
 “Share capital” represents the nominal value of equity shares. 
 “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares,  
net of expenses of the share issue. 
 “Share based payment reserve” represents equity-settled share based employee remuneration until such share options are 
exercised. 
 “Merger reserve” represents the equity balance arising on the merger of Matchtech Engineering and Matchmaker Personnel and to 
record the excess fair value above the nominal value of the consideration on the acquisition of Networkers International plc. 
 “Translation of foreign operations” represents the foreign currency differences arising on translating foreign operations into 
the presentational currency of the Group. 
 “Retained earnings” represents retained profits. 
xxiii Significant Accounting Estimates and Judgments 
Estimates and assumptions concerning the future, and judgments, are made in the preparation of the financial statements. They 
affect the application of the Group’s accounting policies, reported amounts of assets, liabilities, income and expenses, and 
disclosures made. They are assessed on an on-going basis and are based on experience and relevant factors, including expectations 
of future events that are believed to be reasonable under the circumstances. 
Critical Judgments 
The judgments made which, in the opinion of the Directors, are critical in drawing up the financial statements are as follows: 
Invoice Discounting Facility  
The terms of this arrangement are judged to be such that the risk and rewards of ownership of the trade receivables do not pass 
to the finance provider. As such the receivables are not derecognised on draw-down of funds against this facility. This facility is 
recognised as a liability for the amount drawn. 
Factoring Arrangements 
In the event of sale of receivables and factoring, the Group derecognises receivables when the Group has given up control 
or continuing involvement. 
The Group derecognises receivables in case of sale and factoring when the Group has transferred its rights to receive cash 
flows from the receivables; and either the Group has transferred substantially all of the risks and rewards of the ownership of 
the receivables, or the Group has neither transferred nor retained substantially all of the risks and rewards, but has transferred 
control of the assets. 
  
Financial Statements
Notes continued
Forming part of the financial statements
62 
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Annual Report and Accounts 2015  
59 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
 
1 The Group and Company Significant Accounting Policies continued 
Key Sources of Estimation Uncertainty 
The key assumptions concerning the future and other key sources of estimation uncertainty at the Statement of Financial Position 
date are discussed below. These are included for completeness, although it is the Directors’ view that none of these have significant 
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 
Estimated Useful Lives of Property, Plant and Equipment 
The cost of equipment is depreciated on a straight line basis and the cost of motor vehicles is depreciated on a reducing balance 
basis over their useful lives. Management estimates the useful lives of property, plant and equipment to be within 3 to 8 years. 
These are common life expectancies applied in the industry in which the Group operates. Changes in the expected level of usage and 
technological development could impact the economic useful lives and the residual values of these assets, therefore future 
depreciation charges could be revised. 
Impairment Loss of Trade and Other Receivables 
The Group’s policy for doubtful receivables is based on the on-going evaluation of the collectability and ageing analysis of the trade 
and other receivables and on management’s judgments. Considerable judgment is required in assessing the ultimate realisation of 
these receivables, including the current creditworthiness and the past collection history of each debtor. If the financial conditions of 
the Group’s receivables were to deteriorate, resulting in an impairment of their ability to make payments, additional impairment loss 
of trade and other receivables may be required. The carrying amounts of these assets are shown in Note 15. 
Intangibles 
The Group determines whether goodwill and other intangible assets (including acquired intangibles) are impaired on an annual basis 
or otherwise when changes in events or situations indicate that the carrying value may not be recoverable. This requires an 
estimation of the recoverable amount of the cash generating unit to which the assets are allocated. Consideration is given to the 
future cash flows of each cash generating unit and the discount rate applied to calculate the present value of those cash flows. 
2 Segmental information 
The Group has 3 main reportable segments, Engineering, Professional Services and Networkers, following the acquisition of 
Networkers International plc in April 2015.  
The Group determines and presents operating segments based on the information that is provided internally to the Board of 
Directors.  
An operating segment’s results are reviewed regularly by the Board to assess performance, which is measured based on segment 
profit before tax before non-recurring items and amortisation of acquired intangibles. 
Reportable Segments 
2015 
All amounts in £’000 Engineering 
Professional  
Services Networkers 
 
 
 
 
 
Total 
Non- 
recurring 
 items and 
amortisation 
of acquired 
intangibles Group 
Revenue  312,494   132,782   57,017  502,293  –   502,293  
Gross profit  28,688   16,677   9,454  54,819 –   54,819  
Profit from operations  10,546   4,213  1,991  16,750  (2,710)  14,040  
Amortisation of acquired intangibles –  –   –  –  (1,680)   (1,680) 
Finance cost  (699)  (267)  (108) (1,074)  –   (1,074) 
Profit before tax  9,847   3,946   1,883  15,676  (4,390)  11,286  
       
Depreciation and amortisation  564   339   113  1,016 1,680  2,696  
       
Segment assets  52,381   9,440   32,051  93,872   93,872  
Unallocated net liabilities       (17,335) 
Total net assets       76,537  
 
63 
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60 
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Annual Report and Accounts 2015 
2 Segmental information continued 
2014 
All amounts in £’000 Engineering 
Professional  
Services Total 
Amortisation 
of acquired 
intangibles Group 
Revenue  311,602   139,989  451,591 –  451,591  
Gross profit  27,077   17,905  44,982 –  44,982  
Profit from operations  10,548   3,073  13,621 –  13,621  
Amortisation of acquired intangibles  –   – – (663)  (663) 
Finance cost  (649)  (366) (1,015) –  (1,015) 
Profit before tax  9,899   2,707  12,606 (663)  11,943  
      
Depreciation and amortisation  432   290  722 663  1,385  
      
Segment assets  59,295   11,046  70,341   70,341  
Unallocated net liabilities      (27,678) 
Total net assets      42,663  
 
A segmental analysis of total assets has not been included as this information is not available to the Board; the majority of assets are 
centrally held and are not allocated across the reportable segments. Only trade receivables are reported by segment and as such 
they are included as segment assets above. Unallocated net liabilities include non-current assets, other receivables, cash and cash 
equivalents and current liabilities. 
Geographical Information 
 Revenue Non-current assets 
All amounts in £’000 2015 2014 2015 2014 
UK 488,611  448,693  54,582  5,419 
Europe 1,575 2,898 – 1 
Middle East and Africa 4,298  –  199   – 
Americas 6,103  –  57   – 
Asia Pacific 1,706  –  164  – 
  502,293  451,591 55,002  5,420  
 
Revenue and non-current assets are allocated to the geographic market based on the domicile of the respective subsidiary.  
Largest Customers 
No single client contributed more than 10% of the Group’s revenues (2014: none).  
  
Financial Statements
Notes continued
Forming part of the financial statements
64 
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Annual Report and Accounts 2015  
61 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
 
3 Profit from Operations 
 
2015 
£’000 
2014 
 £’000  
Profit from operations is stated after charging/(crediting):   
Depreciation  743   591  
Amortisation of acquired intangibles  1,680   663  
Amortisation of software licences  273   131  
(Profit)/loss on disposal of property, plant and equipment  (13)  18  
Auditors’ remuneration: – fees payable for the audit of the Parent Company financial statements  10  10 
 – fees payable for the audit of the Subsidiary Company financial statements  234  77 
 – Non audit services: taxation  73  36 
                                                                                      other services pursuant to legislation  41  21 
Operating lease costs:  – plant and machinery  272   197  
 – land and buildings  1,121   787  
Share based payment charge  1,623   1,335  
Net foreign currency exchange differences  288   280  
Non-recurring costs included within administrative expenses:   
Acquisition costs  1,685   –  
Restructuring costs  1,025   –  
 2,710 – 
 
Directly attributable acquisition and subsequent integration costs of £1,685,000 were incurred in respect of the Networkers 
International plc acquisition in April 2015, as described in Note 10. These are separately presented as they are not part of the 
Group’s underlying administrative expenditure. 
The restructuring costs are non-recurring items relating to the integration of Networkers International plc and Matchtech Group and 
redundancy costs following the restructuring of Barclay Meade. 
4 Particulars of Employees 
The average number of staff employed (including Directors) by the Group during the financial year amounted to:  
2015 
 No. 
2014  
No.  
Sales  383   305  
Administration  147   111  
Directors  10   10  
Total  540   426  
 
The aggregate payroll costs of the above were:  
 
2015 
£’000 
2014 
 £’000  
Wages and salaries  23,344   18,827  
Social security costs  2,515   2,221  
Other pension costs  1,190   1,206  
Total  27,049   22,254  
 
Disclosure of the remuneration of key management personnel, as required by IAS 24, is detailed below. Disclosure of the 
remuneration of the statutory Directors is further detailed in the audited part of the Remuneration Report on pages 44 to 50. 
 
2015 
£’000 
2014  
£’000  
Short term employee benefits  2,180   1,534  
Post employment benefits  212   77  
Share based payments  1,039   461  
Total  3,431   2,072  
  
65 
MATCHTECH GROUP 
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62 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
5 Finance Cost 
 
2015 
£’000  
2014 
£’000  
Bank interest payable  773   642  
Amortisation of capitalised finance costs  13   92  
Net foreign currency exchange differences  288   281  
Total  1,074   1,015  
6 Dividends 
 
2015 
£’000 
2014 
 £’000  
Equity dividends paid during the year at 20.27 pence per share (2014: 18.26 pence)  5,382   4,516  
Equity dividends proposed after the year end (not recognised as a liability) at 16.32 pence per share 
(2014: 14.59 pence)  5,046   3,642  
 
A dividend will be declared from Matchtech Group (Holdings) Limited prior to the payment of the proposed dividend above. 
7 Parent Company Profit 
 
2015 
£’000 
2014 
 £’000  
The amount of profit dealt with in the accounts of the Company is  3,482   3,345  
 
The Company has taken advantage of the exemption in S408 of the Companies Act 2006 not to present the parent Company’s 
Income Statement. 
8 Taxation 
 
2015 
£’000 
2014  
£’000 
Current tax:  UK corporation tax 2,977  2,936  
 Overseas corporation tax 626 – 
 Prior year (over)/under provision (235)  79  
  3,368   3,015  
   
Deferred tax (Note 14)  (409)  (194) 
Income tax expense 2,959  2,821  
 
UK corporation tax has been charged at 20.7% (2014: 22.3%). 
  
Financial Statements
Notes continued
Forming part of the financial statements
66 
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Annual Report and Accounts 2015  
63 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
 
8 Taxtation continued 
The charge for the year can be reconciled to the profit as per the income statement as follows: 
 
2015 
£’000 
2014  
£’000  
Profit before tax  11,286   11,943  
Profit before tax multiplied by the standard rate of corporation tax in the UK of 20.7% (2014: 22.3%)  2,336   2,663  
Expenses not deductible/(chargeable) for tax purposes  386  (3) 
Irrecoverable withholding tax  340  –  
Adjustments to tax charge in respect of previous periods  (235)   79  
Overseas losses not provided for  46   82  
Difference between UK and overseas tax rates 86 – 
Total tax charge for period   2,959   2,821  
 
Tax charge recognised directly in equity: 
 
2015 
 £’000 
2014  
£’000  
Deferred tax recognised directly in equity  174   109  
Total tax recognised directly in equity  174   109  
 
Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) 
were substantively enacted on 2 July 2013. The Budget on 8 July 2015 announced additional planned reductions to 18% by 2020. 
This will reduce the Group's future current tax charge accordingly. Deferred tax at 31 July 2015 has been calculated based on the 
rate of 20% substantively enacted at the Statement of Financial Position date. 
9 Earnings Per Share 
Earnings per share has been calculated by dividing the consolidated profit after taxation attributable to ordinary shareholders by the 
weighted average number of ordinary shares in issue during the period. 
Diluted earnings per share has been calculated on the same basis as above, except that the weighted average number of ordinary 
shares that would be issued on the conversion of all the dilutive potential ordinary shares (arising from the Group’s share option 
schemes) into ordinary shares has been added to the denominator. There are no changes to the profit (numerator) as a result of the 
dilutive calculation.  
Adjusted earnings per share is disclosed below to show the trading performance of the Group excluding non-recurring costs and 
amortisation of acquired intangibles. 
 
2015 
£’000 
2014  
£’000  
Profit after tax attributable to ordinary shareholders  8,327   9,122  
Amortisation of acquired intangibles (Note 3)  1,680   663  
Acquisition costs (Note 3)  1,685   –  
Restructuring costs (Note 3) 1,025 – 
Less: Tax effect on above adjustments  (548)  (116)  
Earnings for the purposes of adjusted EPS  12,169   9,669  
 
 
2015 
’000s  
2014 
’000s  
Weighted average number of ordinary shares in issue  26,841   24,655  
Effect of dilutive potential ordinary shares  1,263   1,418  
Total  28,104   26,073  
 
67 
MATCHTECH GROUP 
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64 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
9 Earnings Per Share continued 
 
2015 
 pence 
2014 
 pence  
Earnings per ordinary share – basic  31.0   37.0  
 – diluted  29.6   35.0  
Adjusted earnings per ordinary share – basic  45.3   39.2  
 – diluted  43.3   37.1  
10 Acquisition 
The Group completed the acquisition of the entire ordinary share capital of Networkers International plc on 2 April 2015. As 
consideration the Company issued and allotted 0.063256 new Matchtech Group plc shares of 1p each for every 1 ordinary share 
held by Networkers shareholders totalling 5,439,189 new Matchtech shares and paid cash of 34 pence per ordinary share. Total 
consideration was £58,471,000. 
Networkers is an international recruitment business which supplies skilled staff on a permanent or temporary basis in the Telecoms, 
IT and Energy & Engineering sectors. The acquisition creates a more geographically balanced business with scale in fast growing 
international markets whilst maintaining a healthy contract to permanent NFI split. 
The acquisition had the following effect on the Group’s assets and liabilities: 
 
Acquirees net 
assets at 
acquisition 
date 
£’000 
Fair value 
adjustments 
£’000 
Fair value 
£’000 
Intangible assets:     
– software 41 – 41 
– customer relationships – 18,552 18,552 
– trade names – 4,741 4,741 
– candidate databases – 1,560 1,560 
Property, plant and equipment 470 –  470  
Deferred tax asset 281 – 281 
Trade and other receivables 39,357 –  39,357  
Cash and cash equivalents 2,554 – 2,554 
Current tax liability (26) – (26) 
Trade and other payables (17,991) – (17,991) 
Bank loans and overdrafts (10,905) –  (10,905) 
Deferred tax liability – (4,971) (4,971) 
Net identifiable assets 13,781 19,882  33,663  
Goodwill    24,808 
Consideration     58,471  
    
Analysis of consideration:    
Equity   29,235 
Cash   29,236 
Consideration     58,471  
 
Analysis of net cashflows:   
Cash consideration paid   24,655  
Cash and cash equivalents acquired   (2,554)  
Bank loans and overdrafts acquired  10,905 
Net cash outflow   37,587  
  
Financial Statements
Notes continued
Forming part of the financial statements
68 
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Annual Report and Accounts 2015  
65 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
10 Acquisition continued 
Intangible assets have been identified relating to the customer relationships, candidate databases and trademarks, intangible assets 
have been recognised at fair value. Goodwill represents expected synergies from combining operations of the acquiree and acquirer, 
the employees of Networkers and intangibles that do not qualify for separate recognition. 
Fair value adjustments have been made to reflect the identified intangible assets arising on acquisition and the deferred tax liability 
on those assets. 
Amortisation of intangible assets is on a straight line basis, over the following useful economic lives: 
Customer relationships  10 years 
Candidate databases 5 years 
Trade names  1 to 11 years 
The Group incurred acquisition costs of £1,685,000 relating to external legal fees, broker fees and due diligence costs. These costs 
have been recognised in administrative expense in the Income Statement. 
In the period between the acquisition and 31 July 2015 Networkers contributed revenue of £57,017,000, Gross Profit of £9,454,000 
and profit from operations after amortisation of acquired intangibles of £471,000. If the acquisition had occurred on 1 August 2014, 
revenue for the combined Group would be £630,158,000, Gross Profit of £74,639,000 and profit from operations after amortisation 
of acquired intangibles £16,691,000. The amortisation of acquired intangibles would be £4,057,000. 
  
69 
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66 
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Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
11 Intangible Assets 
Group  
Goodwill 
£’000 
Customer 
relationships 
£’000 
 
Trade 
names 
£’000 
Other 
£’000 
Software 
licences 
£’000 
Total 
 £’000 
COST At 1 August 2013 – – – 400 973 1,373 
 Additions – – – – (22) (22) 
 Acquisitions 1,643 1,600 166 476 – 3,885 
 At 1 August 2014 1,643 1,600 166 876 951 5,236 
 Additions – – – – 777 777 
 Acquisitions 24,808 18,552 4,741 1,560 41 49,702 
 At 31 July 2015 26,451 20,152 4,907 2,436 1,769 55,715 
AMORTISATION At 1 August 2013 – – – 316 422 738 
 Charge for the year – 453 15 195 131 794 
 At 31 July 2014 – 453 15 511 553 1,532 
 Charge for the year – 946 511 223 273 1,953 
 At 31 July 2015 – 1,399 526 734 826 3,485 
NET BOOK VALUE At 31 July 2014 1,643 1,147 151 365 398 3,704 
 At 31 July 2015 26,451 18,753 4,381 1,702 943 52,230 
 
Goodwill arising on business combinations is reviewed and tested on an annual basis or more frequently if there is indication that 
goodwill might be impaired. Goodwill has been tested for impairment by comparing the carrying amount of each cash-generating 
unit (CGU), including goodwill, with the recoverable amount.  
Goodwill is allocated to CGUs, which are determined as the reportable segments, as follows: 2015 
£’000 
2014  
£’000  
Professional Services  1,643   1,643  
Networkers International plc   24,808   –  
 26,451   1,643  
 
The recoverable amounts of the CGUs are determined from value-in-use calculations, the key assumptions for the value-in-use 
calculations are as follows: 
Profit from operations Profit from operations is based on the latest annual forecast approved by the Group’s Board 
of Directors which was prepared using expectations of revenue and operating cost growth 
Discount rates The pre-tax rate used to discount the forecast cash flows was 12.5% (2014: 12.5%) reflecting 
the Group’s weighted average cost of capital 
Growth rates The long-term growth rates are based on management forecasts which are consistent with 
external sources at an average growth rate of 2.5% (2014: 2.5%) 
Impairment reviews are performed at the year end by comparing the carrying value of goodwill with the recoverable amount of the 
CGUs to which goodwill has been allocated. 
The impairment review determined that there has been no impairment to any of the CGUs. Sensitivity analysis has been performed 
in assessing recoverable amounts of goodwill. The sensitivity analysis shows no impairment would arise under each reasonably 
foreseeable scenario for any of the CGUs. 
Amortisation is charged through administrative expenses in the Income Statement. 
  
Financial Statements
Notes continued
Forming part of the financial statements
70 
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Annual Report and Accounts 2015  
67 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
12 Property, Plant and Equipment 
Group  
Motor 
 vehicles 
£’000 
Leasehold  
improvements 
£’000 
Fixtures, 
 fittings & 
equipment 
£’000 
 Total 
 £’000  
COST At 1 August 2013  1,712   706   2,888   5,306  
 Additions –   221   68   289  
 Acquisitions  –   4   –   4  
 Disposals  (539)  (108)  –   (647) 
 At 1 August 2014  1,173   823   2,956   4,952  
 Additions  –   351   173   524  
 Acquisitions  –   94   377   471  
 Disposals  (233)  –   (16)  (249) 
 At 31 July 2015  940   1,268   3,490   5,698  
DEPRECIATION At 1 August 2013  1,083   223   2,256   3,562  
 Charge for the year  154   107   330   591  
 Released on disposal  (469)  (60)  –   (529) 
 At 31 July 2014  768   270   2,586   3,624  
 Charge for the year  102   262   379   743  
 Released on disposal  (204)  –   –   (204) 
 At 31 July 2015  666   532   2,965   4,163  
NET BOOK VALUE At 31 July 2014  405   553   370   1,328  
 At 31 July 2015  274   736   525   1,535  
 
Included within Leasehold Improvements is a cost of £215,000 (2014: £215,000) relating to the dilapidations provision  
(see Note 16). 
There were no capital commitments as at 31 July 2015 or 31 July 2014. 
13 Investments 
 Company 
 
2015 
£’000 
2014 
£’000  
At 1 August  3,403   2,068  
Acquisition of Networkers 58,471 – 
Transfer of Networkers to subsidiary company (58,471) – 
Acquisition of non-controlling interest 650 – 
Capital contribution  1,623   1,335  
At 31 July  5,676   3,403  
 
In April 2015 the Company acquired 100% of the ordinary share capital of Networkers International plc for £58.5m, subsequently 
this investment was transferred to Matchtech Group (Holdings) Limited for £58.5m, in return for an intercompany receivable. 
The additional increase in investments represents the acquisition of a non-controlling interest in Matchtech Group Management 
Limited and a capital contribution made in Matchtech Group (UK) Limited relating to share based payments. 
71 
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68 
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Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
 
13 Investments continued 
Subsidiary Undertakings 
Company 
Country of 
Incorporation Share Class 
% held 
2015 
%held  
2014  Main Activities 
Matchtech Group (Holdings) 
Limited 
United Kingdom Ordinary 100% 100% Holding 
Matchtech Group Management 
Company Limited 
United Kingdom Ordinary 100% 69% Non trading 
Matchtech Group (UK) Limited United Kingdom Ordinary 99.998% 99.998% Provision of recruitment consultancy 
Matchtech Engineering Limited United Kingdom Ordinary 100% 100% Non trading 
Matchmaker Personnel Limited United Kingdom Ordinary 100% 100% Non trading 
Barclay Meade Limited United Kingdom Ordinary 100% 100% Provision of recruitment consultancy 
Alderwood Education Limited United Kingdom Ordinary 100% 100% Provision of recruitment consultancy 
Elemense Limited United Kingdom Ordinary 100% 100% Non trading 
Connectus Technology Limited United Kingdom Ordinary 100% 100% Provision of recruitment consultancy 
Matchtech Limited United Kingdom Ordinary 100% 100% Non trading 
Matchtech GmbH Germany Ordinary 100% 100% Provision of recruitment consultancy 
Matchtech BV Netherlands Ordinary 100% 100% Non trading 
Matchtech Engineering Inc USA Ordinary 100% 100% Provision of recruitment consultancy 
Application Services Limited United Kingdom Ordinary 100% 100% Provision of recruitment consultancy 
Provanis Limited United Kingdom Ordinary 100% 100% Non trading 
Networkers International plc United Kingdom Ordinary 100% – Holding 
Networkers International (UK) Plc England Ordinary 100% – Provision of recruitment consultancy 
Networkers International LLC United States Ordinary 100% – Non trading 
Networkers Telecommunications 
Inc. 
United States Ordinary 100% – Provision of recruitment consultancy 
NWI de Mexico S. de R.L. de C.V Mexico Ordinary 100% – Provision of recruitment consultancy 
Networkers International South 
Africa Proprietary Limited 
South Africa Ordinary 87% – Provision of recruitment consultancy 
Networkers International 
(China) Co. Limited 
China Ordinary 100% – Provision of recruitment consultancy 
Networkers International  
(Malaysia) Sdn Bhd 
Malaysia Ordinary 100% – Provision of recruitment consultancy 
Networkers International  
(Canada) Inc 
Canada Ordinary 100% – Provision of recruitment consultancy 
Networkers International  
Trustees Limited 
United Kingdom Ordinary 100% – Non trading 
The Comms Group Limited United Kingdom Ordinary 100% – Holding 
CommsResources Limited United Kingdom Ordinary 100% – Provision of recruitment consultancy 
CommsResources Sdn Bhd Malaysia Ordinary 100% – Provision of recruitment consultancy 
Comms Software Limited United Kingdom Ordinary 100% – Non trading 
CommsResources SAS Colombia Ordinary 100% – Provision of recruitment consultancy 
Elite Computer Staff Limited United Kingdom Ordinary 100% – Non trading 
NWKI FZ LLC (formerly SNS  
FZ LLC) 
Dubai Ordinary 100% – Provision of recruitment consultancy 
Networkers Recruitment 
Services Limited 
United Kingdom Ordinary 100% – Non trading 
MSB International GMBH Germany Ordinary 100% – Provision of recruitment consultancy 
NWKI Communications LLC Dubai Ordinary 49% – Provision of recruitment consultancy 
Networkers Consultancy  
(Singapore) PTE Limited. 
Singapore Ordinary 100% – Provision of recruitment consultancy 
Cappo Group Limited United Kingdom Ordinary 100% – Holding 
Cappo International Limited United Kingdom Ordinary 100% – Provision of recruitment consultancy 
Financial Statements
Notes continued
Forming part of the financial statements
72 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
69 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
13 Investments continued 
Company 
Country of 
Incorporation Share Class 
% held 
2015 
% held  
2014  Main Activities 
Cappo Qatar LLC Qatar Ordinary 49% – Provision of recruitment consultancy 
Networkers Consultoria Em  
Technologia Da Informacao 
Limitada 
Brazil Ordinary 100% – Provision of recruitment consultancy 
Networkers International (India) 
Private Limited 
India Ordinary 100% – Non trading 
Concilium Search Limited United Kingdom Ordinary 100% – Provision of recruitment consultancy 
Kelsey House Limited United Kingdom Ordinary 100% – Provision of recruitment consultancy 
 
All holdings are indirect except Matchtech Group (Holdings) Limited, Matchtech GmbH and Matchtech Group Management 
Company Limited.  
The Group consolidates NWKI Communications LLC  and Cappo Qatar LLC as subsidiaries in the consolidation due to contractual 
arrangements in place giving the Group effective control of the entities. 
14 Deferred Tax 
 
Asset  
2015 
£’000 
Liability  
2015 
£’000 
Net 
 2015 
£’000 
Credited/ 
(charged) 
 to profit 
 2015 
£’000 
Credited/ 
(charged) 
 to equity 
2015 
£’000 
Share based payments  1,003   –   1,003   116   174  
Depreciation in excess of capital allowances  76   –   76   (44)  –  
Acquired intangibles  –   (4,967)  (4,967)  336  –  
Other temporary and deductible differences  158   –   158  1   –  
Net deferred tax assets/(liabilities)  1,237   (4,967)  (3,730)   409   174  
 
 
Asset 
 2014 
£’000 
Liability 
 2014 
£’000 
Net 
 2014 
£’000 
Credited/ 
(charged) 
 to profit 
2014 
£’000 
Credited/ 
(charged) 
 to equity 
2014 
£’000 
Share based payments  713   –   713   78   109  
Depreciation in excess of capital allowances  7   –   7   –   –  
Acquired intangibles  –   (332)  (332)  116   –  
Net deferred tax assets/(liabilities)  720   (332)  388   194   109  
 
The movement on the net deferred tax (liability)/asset is as shown below: 
 Group 
 
2015 
£’000 
2014 
 £’000  
At 1 August  388   533  
Acquired intangibles (4,971)  (448) 
Acquisitions 270 –   
Recognised in income  409   194  
Recognised in equity  174   109  
At end of year  (3,730)   388  
 
The rate of UK corporation tax applied to deferred tax calculations is 20% (2014: 20%). 
  
73 
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Strategic Report Governance Financial Statements   
70 
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Annual Report and Accounts 2015 
15 Trade and Other Receivables 
 Group Company 
 
2015 
£’000  
2014 
£’000  
2015 
£’000  
2014 
£’000  
Trade receivables  93,872   70,341   –   –  
Amounts owed by Group companies  –   –   72,135   9,414  
Other receivables  3,438   1,050   –   –  
Prepayments  1,587   857   –   –  
Total  98,897   72,248   72,135   9,414  
 
The amounts due from Group undertakings in the Company Statement of Financial Position are considered to approximate to 
fair value. 
Days’ sales outstanding at the year end based upon the preceding 3 months’ revenue were 49.4 days (2014: 45.9 days). The 
allowance for doubtful debts has been determined by reference to previous experience and management assessment of debts. 
The Directors consider that the carrying amount of trade and other receivables approximates to the fair value.  
Included in the Group’s trade receivable balance are debtors with a carrying amount of £10,056,000 (2014: £8,367,000) 
which are past due at the reporting date for which the Group has not provided as the Directors do not believe there has been a 
significant change in credit quality and consider the amounts to be recoverable in full. The Group does not hold any collateral 
over these balances.  
The Group uses a third party credit scoring system to assess the credit worthiness of potential new customers before accepting 
them. Credit limits are defined by customer based on this information. All customer accounts are subject to review on a regular 
basis by senior management and actions are taken to address debt ageing issues. 
The Directors believe that there is no requirement for further provision over and above the allowance for doubtful debts.   
Ageing of past due but not impaired trade receivables:  
 Group 
 
2015 
£’000 
2014  
£’000  
0-30 days  7,585   7,251  
30-60 days  1,663   976  
60-90 days  458   140  
90+ days  350   –  
Total  10,056   8,367  
 
Movement in the allowance for doubtful debts: 
 Group 
 
2015 
£’000 
2014 
 £’000  
At 1 August   300   585  
Acquisitions  867   –  
Impairment losses recognised/(reversed)  68   (285) 
At 31 July  1,235   300  
 
  
Financial Statements
Notes continued
Forming part of the financial statements
74 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
71 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
15 Trade and Other Receivables continued 
Ageing of impaired trade receivables:  
 Group 
 
2015 
£’000 
2014 
 £’000  
Not past due at reporting date  319   –  
0-30 days  58   –  
30-60 days  –   8  
60-90 days  –   91  
90+ days  858   201  
Total  1,235   300  
16 Provisions 
 Group 
 
2015 
£’000 
2014 
 £’000  
At 1 August  278   278  
Acquisition  364   –  
Provisions released during the year  (16)  –  
At 31 July  626   278  
   
Non-current  278   278  
Current  348   –  
  626   278  
 
The above provision relates to a dilapidations provision based on the requirement to return leased buildings to their original 
condition at the end of the lease term. The provision relates to offices held under lease arrangements that expire between 
January 2016 and June 2017. 
17 Trade and Other Payables 
 Group Company 
 
2015 
£’000  
2014 
£’000  
2015 
£’000  
2014 
£’000  
Trade payables  538   10   –   –  
Amounts owed to Group companies  –   –   8,922   2,189  
Taxation and social security  5,415   5,280   –   –  
Contractor wages creditor  16,698   21,108   –   –  
Accruals and deferred income  14,227   3,405   –   –  
Provisions  348   –   –   –  
Other payables  336   309   –   –  
Total  37,562   30,112   8,922   2,189  
  
75 
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Annual Report and Accounts 2015
Strategic Report Governance Financial Statements   
72 
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Annual Report and Accounts 2015 
18 Financial Assets and Liabilities Statement of Financial Position Classification 
The carrying amount of the Group’s financial assets and liabilities as recognised at the Statement of Financial Position date of the 
reporting periods under review may also be categorised as follows: 
 Group Company 
 
2015 
£’000  
2014 
£’000  
2015 
£’000  
2014 
£’000  
Trade and other receivables     
– Loan and receivables  97,310   71,391   72,135   9,414  
     
Cash and cash equivalents     
– Loan and receivables  3,997   569   –   39  
Total  101,307   71,960   72,135   9,453  
 
Financial liabilities are included in the Statement of Financial Position within the following headings: 
 Group 
 
2015 
£’000 
2014  
£’000  
Current liabilities   
   
Borrowings   
– Financial liabilities recorded at amortised cost  37,641   3,678  
   
Trade and other payables   
– Financial liabilities recorded at amortised cost  32,147   24,832  
Total  69,788   28,510  
 
The amounts at which the assets and liabilities above are recorded are considered to approximate to fair value. 
The Group has working capital facilities with HSBC which are secured by way of an all assets debenture, which contains fixed and 
floating charges over the assets of the Group. The facility held with HSBC Bank allows the Company to borrow up to 90% of its 
invoiced debtors up to a maximum of £65 million. Interest is charged on borrowings at a rate of 1.1% over HSBC Bank base rate. 
The Group agreed a 3 year, £30m term loan facility agreement with HSBC dated 27 January 2015 which is secured by way of a fixed 
and floating charge over assets of the Group. Interest is charged on borrowings at a rate of 3% over HSBC LIBOR rate. 
19 Commitments Under Operating Leases 
At 31 July 2015 the Group had commitments to pay the following amounts under non-cancellable operating leases as set out below: 
   Group 
   
2015 
£’000 
2014 
 £’000  
Land/buildings Payments falling due:  within 1 year  1,057   875  
  within 1 to 5 years  1,157   1,824  
  after 5 years  –   138  
Other Payments falling due:  within 1 year  269   233  
  within 1 to 5 years  483   541  
 
The company had no commitments under non-cancellable operating leases (2014: none). 
  
Financial Statements
Notes continued
Forming part of the financial statements
76 
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Annual Report and Accounts 2015  
73 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
20 Share Capital 
Authorised Share Capital 
 Company 
 
2015 
£’000 
2014 
 £’000  
40,000,000 Ordinary shares of £0.01 each  400   400  
 
Allotted, called up and fully paid: 
 Company 
 
2015 
£’000 
2014  
£’000  
30,922,000 (2014: 24,965,000) Ordinary shares of £0.01 each  309   250  
 
The number of shares in issue in the Company is shown below:  
 Company 
 
2015 
‘000 
2014  
‘000  
In issue at 1 August  24,965   23,616  
Exercise of share options  399   299  
Issue of restricted shares 119 – 
Share placing  5,439   1,050  
In issue at 31 July  30,922   24,965  
 
During the year the Company issued 119,000 Ordinary shares of £0.01 each. These shares were issued with restrictions as the shares 
cannot be sold or transferred without the consent of the Board and have no dividend or voting rights. 
The excess consideration above the nominal value of the shares issued in respect of the acquisition of Networkers International plc 
was accounted for within merger reserve.  
77 
MATCHTECH GROUP 
Annual Report and Accounts 2015
Strategic Report Governance Financial Statements   
74 
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Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
 
 
20 Share Capital continued 
Share Options 
The following options arrangements exist over the Company’s shares: 
 
2015 
‘000s 
2014 
 ‘000s Date of grant 
Exercise 
 price 
 pence 
Exercise period 
From To 
Key Share Options  5   5  01/12/2005 146 01/06/2007 01/12/2015 
Target/Loyalty Share Options  2   3  01/12/2005 146 01/12/2006 01/12/2015 
Deferred Share Bonus  6   6  18/01/2010 1 18/01/2012 18/01/2020 
Deferred Share Bonus  6   6  18/01/2010 1 18/01/2013 18/01/2020 
Zero Priced Share Option Bonus  1   1  18/01/2010 1 18/01/2012 18/01/2020 
Zero Priced Share Option Bonus  1   1  18/01/2010 1 18/01/2013 18/01/2020 
Zero Priced Share Option Bonus  1   2  04/02/2011 1 25/01/2013 04/02/2021 
Zero Priced Share Option Bonus  2   2  04/02/2011 1 03/02/2014 04/02/2021 
Long Term Incentive Plan Options  23   51  31/01/2012 1 30/01/2015 31/01/2022 
Zero Priced Share Option Bonus  –   12  31/01/2012 1 30/01/2014 31/01/2022 
Zero Priced Share Option Bonus  13   213  31/01/2012 1 30/01/2015 31/01/2022 
Long Term Incentive Plan Options  32   57  31/01/2013 1 30/01/2016 31/01/2023 
Zero Priced Share Option Bonus  –   38  31/01/2013 1 30/01/2015 31/01/2023 
Zero Priced Share Option Bonus  210   257  31/01/2013 1 30/01/2016 31/01/2023 
Value Creation Plan  –   380  14/11/2013 1 18/11/2016 18/11/2021 
Value Creation Plan  –   380  14/11/2013 1 18/11/2017 18/11/2021 
Long Term Incentive Plan Options  104   156  24/01/2014 1 24/01/2017 24/01/2024 
Deferred Share Bonus  10   19  24/01/2014 1 24/01/2015 24/01/2024 
Deferred Share Bonus  10   19  24/01/2014 1 24/01/2016 24/01/2024 
Zero Priced Share Option Bonus  51   60  01/01/2014 1 01/01/2016 01/01/2024 
Zero Priced Share Option Bonus  292   383  01/01/2014 1 01/01/2017 01/01/2024 
Zero Priced Share Option Bonus  22   –  28/01/2015 1 28/01/2017 28/01/2025 
Zero Priced Share Option Bonus  137   –  28/01/2015 1 28/01/2018 28/01/2025 
Zero Priced Share Option Bonus  44   –  30/01/2015 1 30/01/2018 30/01/2025 
Zero Priced Share Option Bonus  16   –  26/06/2015 1 26/06/2018 26/06/2025 
Value Creation Plan  389   –  02/07/2015 1 18/11/2016 18/11/2021 
Value Creation Plan  389   –  02/07/2015 1 18/11/2017 18/11/2021 
Total 1,766   2,051      
 
During the year the Group granted share options under a Long Term Incentive Plan (LTIP) for Executive Directors and a Zero Priced 
Share Option Bonus for key staff. The LTIP options were granted on 30 January 2015 and are subject to an EPS performance target. 
The zero priced share options were granted on 28 January 2015 and 26 June 2015 to members of staff subject to two and three year 
holding periods. All grants made during the year were under the same terms as share options granted in previous years. 
  
Financial Statements
Notes continued
Forming part of the financial statements
78 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
75 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
20 Share Capital continued 
During the year options under the Value Creation Plan (VCP) were waived and re-granted. The VCP options were granted to Executive 
Directors and key staff, 50% of the options are exercisable on 18 November 2016 and 50% exercisable one year later. 
All share options have a life of 10 years and are equity settled on exercise. 
The movement in share options is shown below: 
 2015 2014 
 
Number 
‘000s  
Weighted  
average  
exercise  
price 
 (pence) 
Weighted 
average  
share price 
(pence)  
Number 
‘000s  
Weighted  
average  
exercise  
price 
(pence) 
Weighted 
 average  
share price  
(pence) 
Outstanding at 1 August  2,051   1.7   –   1,002   7.2   –  
       
Granted  1,074   1.0   –   1,434   1.0   –  
Forfeited/lapsed  (986)  1.0   –   (108)  1.0   –  
Exercised  (373)  1.0   525.0   (277)  19.3   561.9  
Outstanding at 31 July  1,766   1.7    2,051   1.7   
Exercisable at 31 July  70   1.3    38   1.7   
 
The number of share options granted includes the deferred share bonus options. 
The numbers and weighted average exercise prices of share options vesting in the future are shown below. 
 2015 2014 
Exercise Date 
Weighted 
average 
remaining 
contract 
life 
(months) 
Number 
‘000s 
Weighted 
average 
exercise 
price 
(pence) 
 Weighted 
average 
remaining 
 contract 
life 
(months) 
Number 
‘000s 
Weighted 
average 
exercise 
 price 
(pence) 
24/01/2015  –   –   –   6   19   1.0  
30/01/2015  –   –   –   6   302   1.0  
01/01/2016  5   51   1.0   17   60   1.0  
24/01/2016  6   10   1.0   18   19   1.0  
30/01/2016  6   242   1.0   18   314   1.0  
18/11/2016  16   389   1.0   28   380   1.0  
01/01/2017  17   292   1.0   29   383   1.0  
24/01/2017  18   104   1.0   30   156   1.0  
28/01/2017  18   22   1.0   –   –   –  
18/11/2017  28   389   1.0   40   380   1.0  
28/01/2018  30   137   1.0   –   –   –  
30/01/2018  30   44   1.0   –   –   –  
26/06/2018  35   16   1.0   –   –   –  
Total    1,696   2,013  
  
  
79 
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Annual Report and Accounts 2015
Strategic Report Governance Financial Statements   
76 
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Annual Report and Accounts 2015 
Financial Statements 
Notes continued 
Forming part of the financial statements  
 
20 Share Capital continued 
In addition to the share option schemes, the Group operated a Share Incentive Plan (SIP), which is an HMRC approved plan available 
to all employees enabling them to purchase shares out of pre-tax salary. For each share purchased, the Company grants an additional 
share at no cost. 
The fair values of the LTIP options were calculated using a Monte Carlo simulation method along with the assumptions detailed 
below. The values of the Zero price options granted in the year were calculated using a Black Scholes method along with the 
assumptions as detailed below. The fair values of the SIPS and Deferred Bonus Shares were calculated as the market values on 
the date of the grant of adjusted for the assumptions as detailed below. 
Date of grant  
Share  
price on  
the date  
of grant 
(£) 
Exercise  
price 
(£) 
Volatility 
(%) 
Vesting  
period 
(yrs) 
Dividend 
 yield 
(%) 
Risk free 
rate of 
interest 
(%) 
Fair 
 value 
(£) 
07/08/2012 SIP  2.03  0.01 N/A 3.00 N/A N/A  2.03  
12/09/2012 SIP  2.04  0.01 N/A 3.00 N/A N/A  2.04  
05/10/2012 SIP  2.21  0.01 N/A 3.00 N/A N/A  2.21  
09/11/2012 SIP  2.37  0.01 N/A 3.00 N/A N/A  2.37  
12/12/2012 SIP  2.33  0.01 N/A 3.00 N/A N/A  2.33  
11/01/2013 SIP  2.63  0.01 N/A 3.00 N/A N/A  2.63  
31/01/2013 LTIP  2.67  0.01 14.0% 2.00 5.8% 0.56%  1.76  
31/01/2013 Deferred bonus  2.67  0.01 N/A 3.00 5.8% 0.56%  2.27  
31/01/2013 Deferred bonus  2.67  0.01 N/A 2.00 5.8% 0.37%  2.41  
31/01/2013 Zero price bonus  2.67  0.01 14.0% 3.00 5.8% 0.56%  2.24  
31/01/2013 Zero price bonus  2.67  0.01 14.0% 3.00 5.8% 0.56%  2.24  
08/02/2013 SIP  2.73  0.01 N/A 3.00 N/A N/A  2.73  
12/03/2013 SIP  2.87  0.01 N/A 3.00 N/A N/A  2.87  
12/04/2013 SIP  3.47  0.01 N/A 3.00 N/A N/A  3.47  
10/05/2013 SIP  3.38  0.01 N/A 3.00 N/A N/A  3.38  
01/01/2014 LTIP  5.75  0.01 16.8% 2.00 3.1% 1.2%  5.22  
01/01/2014 LTIP  5.75  0.01 16.8% 3.00 3.1% 1.2%  5.22  
24/01/2014 Zero price bonus  5.93  0.01 17.0% 3.00 3.0% 1.2%  5.40  
28/01/2015 LTIP  5.08  0.01 16.4% 2.00 3.9% 0.7%  4.51  
28/01/2015 LTIP  5.08  0.01 16.4% 3.00 3.9% 0.7%  4.51  
30/01/2015 Zero price bonus  5.08  0.01 16.4% 3.00 3.9% 0.6%  4.51  
26/06/2015 LTIP  5.49  0.01 16.4% 3.00 3.9% 1.1%  4.90  
 
The volatility of the Company’s share price on each date of grant was calculated as the average of the annualised standard 
deviations of daily continuously compounded returns on the Company’s stock, calculated over 5 years back from the date of grant, 
where applicable. The risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the 
life of the option. The 2013 LTIP awards are subject to a TSR test, this ‘market’ based condition is taken into account in the date of 
grant of fair calculation. 
During the year, Matchtech Group (Holdings) Limited, a subsidiary of Matchtech Group plc, issued 1,000 shares of £0.001 each. 
These shares were issued to Executive Directors and key staff as Employee Shareholder shares. 
The share based payment charge is analysed by share scheme as follows: 
 Group Company 
 
2015 
£’000  
2014 
£’000  
2015 
£’000  
2014 
£’000  
VCP 178 30 178 30 
LTIP 1,151 999 1,151 999 
Zero price bonus 265 211 265 211 
Deferred bonus (10) 32 (10) 32 
SIP 39 63 39 63 
Total 1,623   1,335   1,623   1,335  
 
During the year £1,104,000 (2014: £808,000) was recycled back to retained earnings as a result of lapsed share options. 
Financial Statements
Notes continued
Forming part of the financial statements
80 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
77 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
21 Transactions with Directors and Related Parties 
During the year the Group made sales of £114,000 (2014: £268,000) to InHealth Group which is a related party by virtue of common 
directorship of Richard Bradford and sales of £624,000 (2014: £261,000) to the Waterman Group by virtue of common directorship 
of Ric Piper. At the year end Waterman Group has a balance outstanding of £137,000 (2014: £30,000) and InHealth Group has a 
balance outstanding of £20,000 (2014: £44,000). All transactions were undertaken at an arm’s length price. 
There were no other related party transactions with entities outside of the Group. 
During the year Matchtech Group (UK) Limited charged Matchtech Group plc £767,000 (2014: £496,000) for provision of management 
services. Further details of transactions with directors are included in the Director’s Remuneration Report on pages 44 to 50.  
22 Financial Instruments 
The financial risk management policies and objectives including those related to financial instruments and the qualitative risk 
exposure details, comprising credit and other applicable risks, are included within the Chief Financial Officer’s report under the 
heading Group financial risk management. 
Maturity of Financial Liabilities 
The Group financial liabilities analysis at 31 July 2015 was as follows: 
 Group Company 
 
2015 
£’000 
2014 
£’000 
2015 
£’000  
2014 
£’000  
In less than one year or on demand:     
Bank overdrafts 14 332  –   –  
Working capital facility 9,223 3,346  –  – 
Finance costs capitalised (204) –  – – 
Bank loans and overdrafts 9,033 3,678  –  – 
Trade and other payables 32,147 24,832  – – 
Total 41,180 28,510  –   – 
More than one year but less than three years:     
Term Loan 28,608 –  28,608  – 
 
Borrowing Facilities 
The Group makes use of working capital facilities and a term loan, details of which can be found in Note 18. The undrawn facility 
available at 31 July 2015 in respect of which all conditions precedent had been met was as follows: 
 Group Company 
 
2015 
£’000 
2014 
 £’000 
2015 
£’000 
2014 
 £’000  
Expiring in one to five years 57,169 46,654  1,392  –  
 
The Directors have calculated that the effect on profit of a 1% movement in interest rates would be £420,000 (2014: £285,000). 
The Directors believe that the carrying value of borrowings approximates to their fair value. 
Foreign Currency Risk 
The Group’s main foreign currency risk is the short-term risk associated with trade debtors denominated in US dollars and Euros 
relating to the UK operations whose functional currency is Sterling. The risk arises on the difference between exchange rates at the 
time the invoice is raised to when the invoice is settled by the client. For sales denominated in foreign currency, the Group ensures 
that direct costs associated with the sale are also denominated in the same currency. Further foreign exchange risk arises where 
there is a gap in the amount of assets and liabilities of the Group denominated in foreign currencies that are required to be 
translated into sterling at the year end rates of exchange. Where the risk to the Group is considered to be significant, the Group 
will enter into a matching forward foreign exchange contract with a reputable bank.  
  
81 
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Annual Report and Accounts 2015
Strategic Report Governance Financial Statements   
78 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
22 Financial Instruments continued 
The Group’s net exposure to foreign exchange risk was as follows: 
 Group 
 
2015 
£’000 
2014 
 £’000  
US Dollar 6,821 – 
Euro  2,720   –  
 
The effect of a 25c strengthening of the Euro and Dollar against Sterling at the balance sheet date on the Euro/Dollar denominated 
trade and other receivables and payables carried at that date would, all other variables held constant, have resulted in a net increase 
in pre-tax profit for the year and increase of net assets of £1,906,000. A 25c weakening in the exchange rates would, on the same 
basis, have decreased pre-tax profit and reduced net assets by £1,355,000. 
Company 
The Company holds no material balances of this nature other than intercompany balances, which are not subject to a fair value 
adjustment. 
23 Capital Management Policies and Procedures 
Matchtech Group plc’s capital management objectives are: 
 to ensure the Group’s ability to continue as a going concern; 
 to provide an adequate return to shareholders; and 
 to price products and services commensurately with the level of risk. 
The Group monitors capital on the basis of the carrying amount of equity as presented in the Statement of Financial Position. 
The Group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Group 
manages the capital structure and makes adjustments in the light of changes in economic conditions and risk characteristics of the 
underlying assets. Capital for the reporting period under review is summarised as follows: 
 Group 
 
2015 
£’000 
2014 
 £’000  
Total equity  76,537   42,663  
Cash and cash equivalents  (3,997)  (569) 
Capital  72,540   42,094  
   
Total equity  76,537   42,663  
Borrowings  37,845   3,678  
Overall financing  114,382   46,341  
Capital to overall financing ratio 63% 91% 
 
  
Financial Statements
Notes continued
Forming part of the financial statements
82 
MATCHTECH GROUP 
Annual Report and Accounts 2015  
79 
MATCHTECH GROUP 
Annual Report and Accounts 2015 
Financial Statements 
Corporate Advisors 
Financial PR 
Newgate Threadneedle, 
50 Basinghall Street, 
London EC2V 5DE 
Auditors 
KPMG LLP, 
Gateway House, 
Tollgate, 
Chandlers Ford, 
Hampshire SO53 3TG 
Solicitors to the Company  
Osborne Clarke, 
One London Wall, 
London EC2Y 5EB 
Nominated Advisor and Broker 
Numis Securities Limited, 
The London Stock Exchange Building, 
10 Paternoster Square, 
London EC4M 7LT 
Principal Bankers  
HSBC, 
Global House, 
High Street, 
Crawley, 
West Sussex, 
RH10 1DL 
 
Invoice Finance Bankers  
HSBC, 
Farncombe Road, 
Worthing, 
Sussex, 
BN11 2BW 
 
Registrars 
Capita Asset Services, 
34 Beckenham Road, 
Beckenham, 
Kent BR3 4TU 
 
Design, consultancy and production by Luminous
www.luminous.co.uk
Financial Statements
Corporate Advisors Matchtech Group plc 
1450 Parkway 
Solent Business Park 
Whiteley 
Fareham 
Hampshire 
PO15 7AF
T: 01489 898989 
E: info@matchtechgroupplc.com
www.matchtechgroupplc.com
Matchtech Group plc Annual Report and Accounts 2015