annual report 2003
human capital and 
recruitment solutions contents
01 headlines
02 chairman’s statement
06 chief executive’s report 
08 financial review
10 board of directors
12 directors’ report
16 remuneration report
19 independent auditors’ report
20 consolidated profit  loss account
21 balance sheets
22 consolidated cash flow statement
23 statement of group total recognised 
gains  losses
23 reconciliation of movements in group 
shareholders’ funds
24 notes to the financial statements
37 five year financial record
38 notice of annual general meeting
40 key financial dates
msb international is a leading provider of
human capital solutionsoffering a broad and
flexible range of recruitment services 1
headlines
msb international plc annual report 2003
profit before exceptional item and taxation of breakeven 2002 £30 million
turnover £84 million 2002 £146 million
loss before taxation £04 million 2002 £19 million profit
proposed final dividend of 14p  total dividend for the year 21p 2002 28p
operating cash inflow £11 million 2002 £83 million
core business reengineered
continued investment in new recruitment markets
board and senior management changes 2
chairman’s statement
paul davies
nonexecutive chairman
the past year has been one full of challenges
for msb and it is a reflection on the quality of
its management and staff that the company
continues to be a leading provider of human
capital solutions
inflow of £11 million 2002 £83 million resulted in a net cash
balance of £62 million 2002 £34 million net borrowings
the board is recommending a final dividend of 14p 2002
14p bringing the total dividend for the year to 21p 
2002 28p
management and organisation
there have been a number of changes to the board in 
the period
in august john bateman stood down as chief executive
and andrew zielinski was promoted to the post after four
years as finance director as a result of this douglas
adsheadgrant was appointed finance director in november
joining us from the frozen food division of albert fisher
group plc where he was the interim finance director 
in october charles g toner stood down as senior non
executive after three years’ loyal service
the board would like to register their thanks to both john
and charles for their commitment and guidance during
what was a time of exceptional change for msb
this was a year of considerable change for msb market
conditions continued to be extremely difficult with demand
for our traditional services declining increased focus on
internal controls and strict financial management has re
aligned our cost base to reflect reduced levels of revenue
and has considerably improved our cash position
several changes at both main board and operational level
have resulted in a substantially new management team
prepared to respond to the challenges and opportunities
which now present themselves
this team continues to develop the existing business and
has commenced investigation into strategic initiatives
aimed at enabling the company to respond to the new
circumstances which it along with the rest of the industry
now faces
results and dividend
turnover for the year was £84 million 2002 £146 million with
profit before taxation and exceptional item at breakeven
2002 £3 million profit basic loss per share before
exceptional item was 016p 2002 104p profit and after
exceptional item 232p 2002 64p profit operating cash 3
also in november and following the resignation of john
bateman as executive chairman the board invited me to
join them as nonexecutive chairman to oversee the
changes in strategy and business focus which would be
needed for the next phase of msb’s development 
at the beginning of the year msb concentrated primarily on
the provision of it and telecommunications contractors
which historically had been a key driver in the business
model in response to declining activity in this traditional
market the company instigated a sectorfocused sales
structure supported by a technical skillsbased resourcing
division
in parallel to this restructuring programme several new
selffunding initiatives were launched in the second half
including msb finance a division specialising in delivering
finance banking and accounts personnel and msb sales
a division providing permanent sales personnel to the it
and related sectors both divisions were founded around
the recruitment of individuals with a proven track record in
their respective sectors and although in their infancy both
are showing solid potential
msb people
the past year has been one full of challenges within msb
and it is a reflection on the quality of both its management
msb international plc annual report 2003 4
chairman’s statement continued
and staff that the company has continued to maintain its
position as a leading provider of human capital solutions
we have retained and secured many new customers by
demonstrating continued commitment to both clients and
candidates in the professional manner which has become
expected of them the board would like to express their
thanks and appreciation to them all
current trading and prospects
the it staffing sector has proven itself over many years to
be a barometer of the health of the it market in general
when industries invest in latest technologies to support
growth in their own businesses so demand for it skills
increases and the sector prospers similarly when companies
respond to tougher conditions so they seek to reduce costs
and it investment is frequently an early casualty
following the massive it spends during the late 1990’s
most sectors have steadily reduced it budgets to match
tougher economic conditions in their own markets most of
the it industry has suffered the effects of this downturn
and msb along with its peers in it skills resourcing has
been no exception
the challenge we face in msb at present therefore is to
balance the need for cost reductions in line with reduced 5
revenues whilst retaining the capacity to respond to and
seek out growth opportunities overly aggressive cost
control may well maximise short term earnings but would
undoubtedly restrict our ability to benefit from any upturn in
the it investment cycle thereby damaging our longer term
prospects 
recent stringent cost cutting and reorganising exercises
have been aimed at achieving this balance overheads are
now more appropriate for current trading conditions but we
have retained some capacity to support a strategy of
widening our service offerings we are also mindful that at
times such as these opportunities can present themselves
for consolidation and whilst currently we are not involved in
any such activity we will consider any suitable acquisition
prospect which could enhance shareholder value
trading in the first two months has been in line with
management’s expectations and whilst market conditions
continue to be tough the board believes that the
necessary actions have been taken for a return to positive
earnings and remains confident in the longterm prospects
for the company
nicholas parker
after 12 years of service on the board of msb nicholas
parker will be resigning from his current role as non
executive director at the announcement of the interim
results having completed two consecutive periods in this
position since flotation with the appointment of a new
chairman chief executive and finance director mr parker
believes that a new stability has been reached within the
company and wishes to facilitate the ongoing restructuring
of the board having been a member of the team who has
overseen the company develop into a secure and strong
business he will be retaining his position as a significant
shareholder understanding that the results of recent
management actions will reap significant benefits within the
coming years he will also remain available to the board for
advice and consultation as required
msb international plc annual report 2003 6
chief executive’s report
msb has focused on enhancing core business
activities and launching new recruitment market
initiatives during challenging market conditions
andrew m zielinski
chief executive
before tax and exceptional items has been achieved in line
with market expectations
decisive expense reductions were made and tight cost
control measures over discretionary spend introduced
restructuring led to a downsizing in the support
departments and also affected a number of senior sales
and nonsales management positions surplus office space
has been relet at our head office in bromley and vigilant
cost management and efficient credit management have
resulted in significant cash generation strong cash
management generated an inflow of £11 million which was
utilised in the repayment of a £5 million fixed term loan
leaving net cash balances of £62 million compared to net
borrowings of £34 million last year as a result we finish
this financial year with a longterm debt free solid 
balance sheet
market overview
it is impossible to disguise the fact that the markets in
which we have been operating have been unforgiving
pockets of demand exist for specialist skills which
command premium rates and our increased focus on client
relationships enables us to capitalise on this however in
having held the position of finance director for nearly four
years i was pleased to have been appointed chief executive
officer by the board in august 2002
when announcing the interim results on 1st october 2002
i stated that for the remaining part of the financial year we
needed to establish a period of stability focus on our
strengths support the core it recruitment business and
invest in new recruitment services
since then i can report that we have made real progress
both the operating board and management team have
been strengthened the remaining element in the restructuring
programme to streamline the organisational structure has
been concluded and we have diversified into two new
recruitment sectors finance and sales 
finally i very much welcome the appointment of paul
davies as nonexecutive chairman who brings with him a
wealth of it services industry experience and contacts
results and performance
despite very challenging market conditions resulting in a
42 decline in revenues year on year a breakeven result 7
msb international plc annual report 2003
the overall marketplace lower demand for recruitment
services has seen continued pressure being exercised on
chargeable rates and margins have consequently suffered
the excess supply of contractor labour over job demand
continues to soften the market
traditional and core business
during the year the company successfully concluded the
programme to reengineer its traditional it core sales
model at the same time the resource delivery division
was established as a separate operating unit to continue to
exploit msb’s traditional strengths in technical skills
resourcing adopting a sector focused sales model ensures
that we build longterm client relationships
new initiatives
the company has acted swiftly in reducing the risk
associated with its dependency on the it recruitment sector
and responded through the introduction of new initiatives
firstly new recruitment services through a low risk and low
cost organic route were established in august two new
divisions were opened msb finance was launched to
recruit qualified accountants across a range of sectors and
msb sales was formed to recruit sales executives today
both new recruitment divisions have teams of highly
experienced and skilled recruiters based at the bromley
head office central london manchester and windsor
although the new divisions are operating in intensely
competitive markets they are performing well
secondly to complement the recruitment services the
company has introduced other products and services
including audit and hr express these services and
products are specifically designed to address clients’
needs in human capital management over and above the
provision of labour
restructuring
whilst we have reduced our cost base to reflect declining
revenues we have retained sufficient resource to invest in
new business initiatives and support future growth the
headcount reduction during the year was principally in the
back office and administrative areas
the restructuring programme was implemented to
maximise our focus on sales activities and was uppermost
in our planning inevitably some sales personnel decided
to leave as a result of the restructuring in the first half but
since then we have attracted new and experienced sales
professionals and we continue to invest in this area
business development
the marketplace in which the company operates is
constantly changing in what is currently a very sensitive
economic climate and as a result we are regularly
monitoring and updating the company strategy  following
a recently concluded strategic review the company will
retain its focus on the maintenance and development of
the it recruitment business continued examination of
additional recruitment sectors to broaden its base
reducing further risks associated with its historical
exposure to it and expand related recruitment services
beyond the provision of labour
in conclusion i believe this indicates the broad range of
organic and potential corporate growth opportunities
available to msb ensuring that the company is well
positioned with the right management team and model to
move the company forward financial review
8
116 1999
profit before tax and exceptionals £m
65 2000
38 2001
30 2002
0 2003
the group responded to the difficult market conditions by making
appropriate adjustments to its cost base in light of the reduced
levels of revenue focus on working capital enabled the group to
achieve a net operating cash inflow of £11 million
1913 1999
1849 2000
1578 2001
1460 2002
841 2003
turnover £m
the yearly weighted average of 20501979 the earnings
per share computation excludes 985000 shares the
average number of shares held and not vested by the
group’s employee benefit trust during the year
taxation
the taxation charge is £32000 on profit before taxation
and exceptional item at breakeven this primarily reflects
an adjustment arising from prior years and disallowable
losses from overseas subsidiaries offset by the movement
on deferred tax there is no tax impact in respect of the
exceptional item
cash flow
there has been a determined and focused drive to
maximise cash generation this has resulted in a cash inflow
of £11 million 2002 £83 million arising from operating
activities and an overall increase in cash flow of £46 million
2002 £56 million capital expenditure for the year was
£01 million 2002 £06 million and the total dividends paid
during the year totalled £04 million 2002 £11 million
working capital
there has been a continued focus during the year on the
operating results
despite a significant decline in revenue tight financial cost
control has enabled the group to report an operating profit
of £143000 2002 £2423000
turnover for the year was £841 million against £1460 million
last year with results before tax and exceptional item at
breakeven 2002 £30 million profit 
the group generated a gross profit of £128 million 2002
£243 million in a highly competitive and demanding
market with average margins at 152 2002 166
exceptional item
the exceptional item relates to amounts written off
investments £04 million further details are set out in
note 6 page 28
earnings per share
the adjusted lossearnings per share before exceptional
item was 016p compared to 104p in the previous year
the basic and diluted loss per share after exceptional
item was 232p 2002 64p profit the total number of
shares in issue was 20501979 at 31 january 2003 with 9
msb international plc annual report 2003
399 1999
earningsloss per share before exceptionals p
249 2000
121 2001
104 2002
016 2003
125 1999
dividends per share p
125 2000
63 2001
28 2002
21 2003
management of working capital investment of surplus cash
on shortterm deposit generated interest income of £98000
the year also saw a significant reduction in total trade debt
which decreased by over £11 million 61 to £75 million
at 31 january 2003 from £192 million at 31 january 2002
borrowings
the term loan of £5 million was repaid in september 2002
leaving the balance sheet free from longterm debt at 31
january 2003 there was a positive net cash position of £62
million at the yearend comprising of £09 million of debt
relating to overdraft facilities and £71 million cash in bank
treasury
the group finances its operations through invoice
discounting bank borrowings retained profits and working
capital balances such as trade debtors and creditors no
other financial instruments are used in the absence of any
longterm debt and with the group’s positive cash position
the directors consider that the levels of interest rate and
exchange rate risk are acceptable
douglas b adsheadgrant
finance director board of directors
10
andrew m zielinski
chief executive
peter j browne
sales and marketing director
douglas b adsheadgrant
finance director 
and company secretary
andrew was appointed chief executive
officer in august 2002 a qualified
chartered accountant he joined msb
and was appointed to the board as
finance director in september 1998
andrew was formerly finance director
of united newspapers plc the
publishing subsidiary of united news
and media plc prior to this he held
senior financial positions with ladbrokes
group plc and was group finance
director of hunterprint group plc
peter joined msb as a salesman in
1987 and was promoted to sales
manager in 1994 in march 1995 he
joined the board as sales director
responsible for the daytoday sales
performance of the company in
september 1998 peter took on a new
role as marketing director and was
appointed sales and marketing
director in march 2000
douglas qualified as a chartered
accountant with price waterhouse in
1994 he subsequently spent 6 years
in the fmcg sector working for
procter  gamble and united biscuits
before moving into the service sector
as european finance director of the
specialist communications division of
wpp plc prior to joining msb in
november 2002 douglas was interim
finance director of the frozen food
division of albert fisher group plc 11
paul davies
nonexecutive chairman
and chaiman of the remuneration
committee
robert h gunlack
nonexecutive director and 
chairman of the audit committee
nicholas j a parker
nonexecutive director
paul was appointed nonexecutive
chairman in november 2002 until
september 1999 paul was chief
executive of parity plc one of the
leading names in the uk recruitment
and it services sectors which he
joined in 1993 before this he was
managing director of easams ltd
gecs it company and previously ran
the systems integration business of
sdscicon plc he has also been on
the board of microgen plc since 1999
where he is currently nonexecutive
deputy chairman
robert joined price waterhouse as a
chartered accountant in 1970 and
became a partner in 1979 he joined
msb as a nonexecutive director in
february 1996 in addition he was
chairman of capital bars plc from
19932002 and is currently a director
of clintons cards plc international
diagnostics plc and a number of
private companies
nicholas was involved in the
restructuring of msb in 1991
between 1977 and 1992 he founded
and operated a group of construction
industry service companies
subsequently in 1993 he formed
worldwide water technologies ltd
which is involved in the distribution of
an industrial system of water
purification in 1996 he acquired
rcms ltd an it consultancy and in
1997 tc design ltd a firm of
automotive interior design engineers
msb international plc annual report 2003 directors’ report
12
robert h gunlack retires by rotation in accordance with the
article of association and is seeking reelection at the
forthcoming annual general meeting
charles g toner resigned as a nonexecutive director on 31
october 2002
the listing of present directors is given on pages 10 and 11
substantial shareholdings
in accordance with part vi of the companies act 1985 the
board has been advised of the following shareholdings
excluding directors which are 3 or greater as at 
27 march 2003
investor number of ordinary shares percentage
unicorn asset management 4444350 217
peter p flaherty 2846853 139
volksbanken – ag 1265000 62
msb incentive scheme trustee ltd 985000 48
employees
the group endorses and supports the principles of equal
opportunities and always fully considers applications by
disabled persons the policy in respect of staff who become
disabled when employed is to train and assist them wherever
practicable to continue within the group it is the policy of
the group to consider individuals on their merit and to make
employment decisions on a nondiscriminatory basis in
compliance with its legal obligations
all employees at every level are encouraged to develop
their skills and qualifications a variety of internal and
external courses are available to employees a process of
continual improvement operates within the group whereby
all levels of staff take the opportunity to meet directors and
senior executives and discuss issues that affect them and
ways in which the service to clients can be enhanced this
has allowed the group to focus on what is important 
to clients
suppliers’ payment policy
it is the company’s and group’s policy to pay its suppliers
in accordance with the terms and conditions of business
agreed in each case the overwhelming majority of
payments to suppliers are in respect of contractors for
whom payments are made weekly upon receipt of a
timesheet authorised by our clients the average number of
days credit taken from suppliers for the company is 6 days
2002 8 days
the directors present their annual report and the audited
financial statements for the year ended 31 january 2003
principal activity
the principal activity of the group is the provision of
recruiting staffing and related services
results
the group made a profit before tax and exceptional item
for the year of £1000 2002 £3003000 after provision for
tax of £32000 2002 £646000 exceptional item of
£422000 2002 £1114000 and dividends paid and proposed
of £410000 2002 £546000 retained loss for the financial
year amounted to £863000 2002 £697000 profit and has
been transferred to reserves further information on the
performance of the group and its future prospects can be
found in the chairman’s statement the chief executive’s
report and the financial review on pages 2 to 9
exceptional item
the exceptional item relates to amounts provided against
investment in msb shares £04 million further details are
set out in note 6 page 28 
dividends
an interim dividend of 07p 2002 14p was paid on 31
october 2002 the directors propose a final dividend of
14p 2002 14p making a total of 21p per share for the
year 2002 28p
directors
john a bateman was chairman and chief executive until
20 august 2002 when he resigned as chief executive he
continued as nonexecutive chairman until 31 october
2002 when he resigned from the board
andrew m zielinski was group finance director until he
was appointed chief executive on 20 august 2002
douglas b adsheadgrant was appointed to the board on
4 november 2002 as finance director and company
secretary 
paul davies was appointed to the board as nonexecutive
chairman on 28 november 2002
douglas b adsheadgrant and paul davies both retire in
accordance with the articles of association and are
seeking election at the forthcoming annual general
meeting msb international plc annual report 2003
13
charitable and political donations
there were no charitable or political donations made during
the year 2002 £10043 
european monetary union
the group supplies approximately 90 of its personnel to
client sites in the uk with the remainder mostly to client sites
in other countries within the rest of europe
european monetary union and the use of the euro are
important issues as the group continues to develop and
expand its business further into europe it has developed
and will continue to develop its systems to meet any
associated trading requirements
auditors
following the conversion of our auditors
pricewaterhousecoopers to a limited liability partnership
llp from 1 january 2003 pricewaterhousecoopers resigned
on 26 march 2003 and the directors appointed its successor
pricewaterhousecoopers llp  as auditors a resolution to
reappoint pricewaterhousecoopers llp as auditors to the
company will be proposed at the annual general meeting
corporate governance
compliance with the combined code
the group is committed to applying the standards of
corporate governance and has complied with the principles
of the combined code throughout the year except where
disclosed below the board is accountable to the
company’s shareholders for good governance and this
statement describes how the relevant principles of
governance are applied to the group
the board and its committees
at the yearend the board consisted of three executive
directors and three nonexecutive directors which the
board considers to be a reasonable balance for part of
the year the roles of chairman and chief executive were
both held by john a bateman this was a transitional
situation which came to an end on 20 august 2002 when
andrew m zielinski was appointed chief executive of the
nonexecutive directors robert h gunlack and paul
davies are considered to be independent
nicholas j a parker is not considered to be an
independent nonexecutive director due to the level of his
shareholding in the company 
the directors meet regularly throughout the year the
board sets the groups’s policy on matters such as overall
strategy financial performance capital projects investment
and financing decisions budget approval and treasury and
risk management
all directors are equally accountable under the law for the
proper stewardship of the company’s affairs the non
executive directors have a particular responsibility to
ensure that the strategies proposed by the executive
directors are fully discussed and critically examined not
only to protect the longterm interests of shareholders but
also to ensure that they take proper account of the
interests of employees customers and suppliers
charles g toner was the senior nonexecutive director until
his resignation from the board on 31 october 2002 since
that time the board has not had a senior nonexecutive
director the board considers that the nonexecutive
directors fulfil a vital role in corporate accountability
through the review and challenge of executive policy and
decisionmaking certain responsibilities are delegated to
separate board committees the remit and membership of
the relevant board committees are set out below
where considered necessary in pursuit of their duties all
directors may seek independent professional advice any
costs arising from this will be met by the company
the remuneration committee
the role of the committee is to review the group’s
remuneration policy so as to ensure that it is appropriate
to motivate and retain high quality employees and
executive directors
for much of the year the members of the remuneration
committee were charles g toner robert h gunlack and
nicholas j a parker between 31 october when charles g
toner resigned from the board and 28 november when paul
davies was appointed the remuneration committee did not
comprise of three independent nonexecutive directors
although nicholas j a parker is not considered to be
independent the board is satisfied that the overall structure
of the committee is such that independent decisions are
reached
remuneration of the nonexecutive directors is discussed
annually by the executive directors and the levels are
based on market comparisons any recommendations are directors’ report continued
14
laid before the full board contracts of service for the non
executive directors have not been renewed every twelve
months as the directors are of the opinion that this is not
necessary all directors are subject to reelection at least
every three years
the remuneration report on pages 16 to 18 includes
details on remuneration policy and procedures and on the
remuneration of the directors
potential appointments to executive director are
interviewed by all directors before the proposal is formally
made to the board by the chairman of the committee
possible new nonexecutive directors are suggested by all
members of the board to take into consideration the
requirement of the group’s business and the need to have
a balanced board in appropriate cases recruitment
consultants are used to assist in the process possible
candidates are discussed with all directors before any
approach is made to them
executive directors are entitled to receive a bonus based
on the performance of the group during the year the
remuneration committee believes that the award of any
bonuses should be tied to the interest of shareholders and
that the principal measure of those interests is shareholder
value it establishes the objectives which must be met for
the bonus to be paid which are dependent on the group
achieving profit targets for the relevant year there are no
annual bonuses to be paid to executive directors in respect
of the year ended 31 january 2003
the group also has a share option scheme details of
which are set out in the remuneration report
the audit committee
until 31 october 2002 the audit committee comprised of
robert h gunlack and charles g toner between the dates
of charles g toner resigning from the board and paul davies
being appointed robert h gunlack was the sole representative
of the committee however no audit committee meetings
were scheduled to have taken place during this period
throughout the year the committee did not comprise of
three nonexecutive directors
the committee meets at least twice a year and receives
reports from the external auditors it follows up outstanding
matters contained in those reports where appropriate the
committee reviews the company’s interim and annual
reports before they are submitted to the board for approval
and monitors the extent of the group’s compliance with the
recommendation of the combined code of best practice
including the provisions of the turnbull report
the group monitors the effectiveness of the system of
internal controls by a process of completing quality and
operational audits the committee is satisfied that due to
the size of the group this function is currently adequately
performed by the group’s finance department although the
requirement for a separate internal audit function is under
regular review
the committee also recommends the appointment and
reviews the independence and fees of the external auditors
following the reorganisation of the board during the latter
part of this year the directors have considered the
composition of the remuneration and audit committees and
believe these to be appropriate at this time
internal control
as required by the combined code during the year the
directors have conducted a review of the effectiveness of the
group’s system of internal financial and operating controls
based on this review the board is satisfied that the
provisions of the turnbull report have been fully complied
with at 31 january 2003
the directors acknowledge their ultimate responsibility for
ensuring that the group has in place a comprehensive
system of controls financial and otherwise appropriate to
its business such controls are designed to give reasonable
assurance with respect to the
• reliability of financial information used within the
business or for publication
• maintenance of proper accounting records
• safeguarding of assets against unauthorised use or
disposition
• business being operated efficiently and effectively
the group’s internal control and monitoring procedures
include
• clearly laid down systems and procedures both
financial and operational including maintenance of
good financial controls and the production of accurate
and timely financial management information msb international plc annual report 2003
• the control of key financial risks through clearly laid
down authorisation levels and proper segregation of
accounting duties
• detailed budgeting and reporting of trading results
balance sheets and cashflows with regular review by
management of variances from budgets
the systems are designed to manage rather than eliminate
the risk of failure to achieve business objectives and can
only provide reasonable and not absolute assurance
against material misstatement or loss during the year the
procedures necessary for identifying evaluating and
managing the significant risks faced by the group were
strengthened improvements include raising the profile of
risk management and control issues documentation of
policies and procedures and review of disaster recovery
procedures
the executive members of the board have close dayto
day contact with the business and are actively involved in
monitoring risks and the control activities all of the board
members receive copies of management and audit reports
and are involved in agreeing the actions that are required
to maintain the level of risk at an acceptable level
relations with shareholders
the directors encourage dialogue with institutional
shareholders and use the annual general meeting to
encourage participation by private investors the group
has regular contact with institutional shareholders where it
believes this to be in the interests of shareholders
generally
going concern
the directors having made appropriate enquiries are
satisfied that the group has adequate resources to
continue in operational existence for the foreseeable future
accordingly they continue to adopt the going concern
basis in preparing the financial statements
directors’ responsibilities
company law requires the directors to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the company and of the
group as at the end of the financial year and of the profit
or loss of the group for the year in preparing those
financial statements the directors are required to
• select suitable accounting policies and then apply them
consistently
• make judgements and estimates that are reasonable
and prudent
• follow applicable accounting standards subject to any
material departures disclosed and explained in the
financial statements
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
group will continue in business
the directors confirm that they have complied with the
above requirements in preparing the financial statements
the directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of the group
and to enable the directors to ensure that the financial
statements comply with the companies act 1985 they are
also responsible for safeguarding the assets of the group
and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities
the directors are also responsible for the maintenance and
integrity of the group’s website however information
published on the internet is accessible in many different
countries where legislation governing the preparation and
dissemination of financial statements may differ from that
applicable in the united kingdom
by order of the board
douglas b adsheadgrant
company secretary
1 april 2003
15 16
remuneration report
for the year ended 31 january 2003
constitution of remuneration committee
the constitution of the remuneration committee is set out in the directors’ report
remuneration policy
levels of pay and benefits have been set which reflect the performance of the group against predetermined budgets as
well as the individual contribution of each director awards have taken into consideration both market and competitive
conditions salaries are set at a level believed to be one at which the group will be able to continue to motivate and retain
its management this policy is expected to remain unchanged
there are three main elements of the remuneration package for executive directors and senior management
• basic annual salary and benefits in kind
• annual bonus payments based on meeting specific performance criteria
• share option incentives based on meeting specific performance criteria
the bonuses for group executive directors’ are calculated on formulae which are determined each year by the remuneration
committee the formulae measure the group’s performance against specified targets relating to achievement of profit
objectives no bonuses were paid to executive directors in relation to the year ended 31 january 2003
the targeted composition of the board’s remuneration is as follows
executive directors 67 non performancerelated
33 performancerelated
nonexecutive directors 100 non performancerelated
all aspects of the executive directors’ packages are reviewed annually by the remuneration committee during the year
the remuneration committee consulted the chief executive about its proposals relating to the remuneration of executive
directors other than his own the committee has access to professional advice where appropriate 
the share option scheme relating to the directors introduced at the time of the flotation in april 1996 seeks to link
individual reward with the longerterm success of the business options are awarded to directors following an assessment
of individual performance and are based on a multiple of the director’s salary for the year it is the group’s policy that no
director or employee should hold options with exercisable value of more than four times salary the right to exercise these
share options is subject to the requirement that the group outperforms the ftse index of quoted companies within the
support services sector based on total shareholder return from the date of the grant of the option in the event that a
director resigns any outstanding options that have not been exercised will lapse
q1
’98
q2
’98
q3
’98
q4
’98
q1
’99
q2
’99
q3
’99
q4
’99
q1
’00
q2
’00
q3
’00
q4
’00
q1
’01
q2
’01
q3
’01
q4
’01
q1
’02
q2
’02
q3
’02
q4
’02
0
30
60
90
120
150
total shareholder return ’98  ’03
as required by recent dti regulations on the disclosure of
directors’ remuneration this performance graph shows the
five year total shareholder return performance of the
company compared with the total shareholder return over
the same period for the ftse support services price
index this index is considered to be a broad representation
of msb’s peer group within the industry sector
• ftse support services price index
• msb international plc
source datastream  rebased at 100 in 1998 msb international plc annual report 2003
17
directors’ service contract
it is the group’s policy that executive directors’ service contracts should be of no more than one year in duration that they
should have notice periods of no more than one year and that there are no contractual termination payments robert h
gunlack and nicholas j a parker are on one year renewable contracts with no notice periods paul davies’ service
contract is for a three year term with a one month notice period
the details of the service contracts of those who served as directors during the year are
contract unexpired notice contractual
date term period termination 
payments
a m zielinski 010998 no fixed term 1 year na
p j browne 010395 no fixed term 1 year na
d b adsheadgrant 041102 no fixed term 1 year na
j a bateman 
1
200800 na na na
p davies 271102 34 months 1 month na
r h gunlack 080296 3 months immediate na
n j a parker 070991 4 months immediate na
c g toner
2
010499 na na na
directors’ detailed emoluments  this part is auditable information
salary benefits total total
fees pension in kind 2003 2002
£000 £000 £000 £000 £000
executive
j a bateman as chairman
1
38   38 50
j a bateman as chief executive 89  6 95 127
p j browne 150  21 171 178
a m zielinski as finance director 105 5 12 122 198
a m zielinski as chief executive 89 4 9 102 
d b adsheadgrant 29 1  30 
p p flaherty left 2 april 2001
3
    262
nonexecutive
r h gunlack 25   25 25
n j a parker 28   28 25
c g toner left 31 october 2002
2
19   19 25
p davies 10   10 
total emoluments 582 10 48 640 890
1 j a bateman resigned as chief executive on 20 august 2002 but continued in his capacity as chairman until he resigned from the board on 31 october 2002
2 c g toner resigned on 31 october 2002 and consequently his contract was terminated
3 included in the £262000 paid to p p flaherty in 2002 was £232000 relating to compensation for loss of office
benefits in kind included the provision of a company car and in j a bateman’s case payment of accommodation costs
the group operates a defined contribution pension scheme no director waived any entitlement to emoluments in respect
of the year ended 31 january 2003 remuneration report continued
for the year ended 31 january 2003
18
interests in share optionsthis part is auditable information
the group operates the msb international plc executive option scheme the executive scheme it has two parts part a
designed for inland revenue approval and part b an unapproved share option scheme part a of the executive scheme
was approved by the inland revenue under schedule 9 of the income and corporation taxes act 1988 on 17 july 1998
the executive scheme was approved by shareholders at an extraordinary general meeting of the company held on 16
january 1998 the executive scheme was then amended and approved by shareholders at an extraordinary general
meeting of the company held on 19 november 1999
an analysis of options over the company’s shares none of which have been exercised held by directors as at 31 january
2003 in the executive scheme is set out below
number of
number of options number of
options as granted options as date from
at during the at 31 jan date which expiry exercise
1 feb 2002 year 2003 of grant exercisable date price p
name
a m zielinski 101694  101694 231098 231001 221008 2950
50000  50000 020500 020503 010510 1110
25000  25000 270701 270704 260711 9183
176694  176694
no options were exercised during the year to 31 january 2003 no other directors have been granted share options in the
shares of the company none of the terms and conditions of the share options have varied during the year there have
been no departures from the group’s policy on granting share options during the year all options were granted in respect
of qualifying services and were granted at nil cost the performance criteria for all the above share options were consistent
with the remuneration policy above the market price of the company’s shares at the end of the financial year was 505p
and the range of market prices during the year was between 82p and 25p there were no gains made by any director from
the exercise of share options during the year
interest in shares
the directors’ interests in shares are set out below
31 january 2003 1 february 2002
number of shares number of shares
executives
a m zielinski 30000 10000
p j browne 2225600 2225600
d b adsheadgrant 20000 
nonexecutives
p davies 20000 
r h gunlack 55551 35551
n j a parker 1053951 1148951
all directors’ interests are beneficially held there have been no changes to directors’ interests between 31 january 2003 
and the date of this report
on behalf of the board
paul davies chairman of the remuneration committee
1 april 2003 we have audited the financial statements which comprise the consolidated profit and loss account the balance sheets the consolidated cash flow
statement statement of group total recognised gains and losses reconciliation of movements in group shareholders’ funds and related notes
which have been prepared under the historical cost convention and the accounting policies set out in the statement of accounting policies we
have also audited the disclosures required by part 3 of schedule 7a to the companies act 1985 contained in the directors’ remuneration report
“the auditable part”
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable united kingdom law and
accounting standards are set out in the statement of directors’ responsibilities the directors are also responsible for preparing the directors’
remuneration report
our responsibility is to audit the financial statements and the auditable part of the directors’ remuneration report in accordance with relevant legal
and regulatory requirements and united kingdom auditing standards issued by the auditing practices board  this report including the opinion
has been prepared for and only for the company’s members as a body in accordance with section 235 of the companies act 1985 and for no
other purpose  we do not in giving this opinion accept or assume responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
we report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the
auditable part of the directors’ remuneration report have been properly prepared in accordance with the companies act 1985 we also report to
you if in our opinion the directors’ report is not consistent with the financial statements if the company has not kept proper accounting records if
we have not received all the information and explanations we require for our audit or if information specified by law regarding directors’
remuneration and transactions is not disclosed
we read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements the other information comprises only the directors’ report the unaudited part
of the directors’ remuneration report the chairman’s statement the chief executive’s report the financial review and other information for shareholders
we review whether the corporate governance statement reflects the company’s compliance with the seven provisions of the combined code
specified for our review by the listing rules of the financial services authority and we report if it does not we are not required to consider
whether the board’s statements on internal control cover all risks and controls or to form an opinion on the effectiveness of the group’s corporate
governance procedures or its risk and control procedures 
basis of audit opinion
we conducted our audit in accordance with auditing standards issued by the auditing practices board an audit includes examination on a test
basis of evidence relevant to the amounts and disclosures in the financial statements and the auditable part of the directors’ remuneration report
it also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements
and of whether the accounting policies are appropriate to the company’s circumstances consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the financial statements and the auditable part of the directors’ remuneration report are
free from material misstatement whether caused by fraud or other irregularity or error in forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements
opinion
in our opinion
• the financial statements give a true and fair view of the state of affairs of the company and the group at 31 january 2003 and of the loss and
cash flows of the group as for the year then ended
• the financial statements have been properly prepared in accordance with the companies act 1985 and
• those parts of the directors’ remuneration report required by part 3 of schedule 7a to the companies act 1985 have been properly prepared in
accordance with the companies act 1985
pricewaterhousecoopers llp 1 embankment place
chartered accountants and registered auditors london wc2n 6rh
1 april 2003
msb international plc annual report 2003
19
independent auditors’ report
to the members of msb international plc 20
consolidated profit and loss account
for the year ended 31 january 2003
before
exceptional exceptional
year ended year ended year ended year ended
31 january 31 january 31 january 31 january
2003 2003 2003 2002
note £000 £000 £000 £000
turnover 2 84062  84062 145987
cost of sales 71252  71252 121698
gross profit 12810  12810 24289
administration expenses 12667  12667 21866
operating profit 143  143 2423
amounts written off investment 6  422 422 
net interest payable and similar charges 4 142  142 534
lossprofit on ordinary activities before taxation 56 1 422 421 1889
taxation on profit on 
ordinary activities 7 32  32 646
lossprofit on ordinary activities after taxation 31 422 453 1243
dividends 8 410  410 546
retained lossprofit 441 422 863 697
basic lossearnings per share
earnings per share p 9 016p 216p 232p 64
diluted lossearnings per share
earnings per share p 9 016p 216p 232p 64
the 2002 results include exceptional costs amounting to £1114000 before taxation and an associated tax credit of
£331000  both basic and diluted earnings per share before the exceptional item were 104p with the effect of the
exceptional item being 40p
all turnover and operating profit relates to continuing activities 21
balance sheets
as at 31 january 2003 
group company
31 january 31 january 31 january 31 january
2003 2002 2003 2002
note £000 £000 £000 £000
fixed assets
tangible fixed assets 10 540 1111 527 1089
investments 11 497 919 509 931
1037 2030 1036 2020
current assets
debtors 12 11588 23627 12995 24764
cash at bank and in hand 7050 3503 6692 3503
18638 27130 19687 28267
creditors – amounts falling due within one year 14 5256 13785 5087 14076
net current assets 13382 13345 14600 14191
total assets less current liabilities 14419 15375 15636 16211
provisions for liabilities and charges 15  47  47
net assets 2 14419 15328 15636 16164
capital and reserves
called up share capital 16 1025 1025 1025 1025
share premium account 18 1263 1263 1263 1263
profit and loss account 18 12131 13040 13348 13876
equity shareholders’ funds 14419 15328 15636 16164
approved and signed on behalf of the board of directors on 1 april 2003
douglas b adsheadgrant
finance director
msb international plc annual report 2003 22
consolidated cash flow statement
for the year ended 31 january 2003 
31 january 31 january
2003 2002
note £000 £000
net cash inflow from operating activities 20 10955 8330
returns on investments and servicing of finance
interest paid 380 653
interest received 191 
net cash outflow from returns on investments and servicing of finance 189 653
taxation paid 674 410
capital expenditure and financial investment
purchase of tangible fixed assets 99 580
proceeds from sale of tangible fixed assets 25 38
net cash outflow from capital expenditure and financial investment 74 542
equity dividends paid to shareholders 410 1091
net cash inflow before management of liquid resources and financing 9608 5634
financing
repayment of term loan 5000 
net cash inflow 21 4608 5634 23
statement of group total recognised 
gains and losses
for the year ended 31 january 2003
year ended year ended
31 january 31 january
2003 2002
£000 £000
lossprofit for the year 453 1243
exchange movements in reserves 46 19
total recognised gains and losses for the year 499 1224
reconciliation of movements in group shareholders’ funds
for the year ended 31 january 2003
year ended year ended
31 january 31 january 
2003 2002
note £000 £000
lossprofit attributable to shareholders 453 1243
dividends 8 410 546
retained lossprofit for the year 863 697
exchange movements in reserves 46 19
new share capital subscribed  25
net change in shareholders’ funds 909 703
shareholders’ funds at 1 february 2002 15328 14625
shareholders’ funds at 31 january 2003 14419 15328
msb international plc annual report 2003 24
notes to the financial statements
for the year ended 31 january 2003
1 accounting policies
accounting convention
the financial statements have been prepared under the historical cost convention and have been prepared in accordance
with applicable accounting standards the principal accounting policies which have been applied consistently are
outlined below in accordance with frs 18 the directors have reviewed the group’s accounting policies and consider
them to be the most appropriate 
basis of consolidation
the consolidated financial statements include the financial statements of the company and its subsidiary undertakings
and exclude all intragroup transactions the results and the net assets of the subsidiary undertakings acquired are
consolidated from the date of acquisition using the acquisition method of accounting unless specifically stated in the
notes to the accounts all amounts presented relate to the consolidated results of the group
tangible fixed assets and depreciation
tangible fixed assets are stated at cost net of accumulated depreciation as set out in note 10 depreciation is provided in
order to write off the cost of tangible fixed assets less estimated residual value over their estimated useful lives at the
following rates
leasehold improvements 25 per annum of cost on a straightline basis
furniture fittings and equipment 25 per annum of cost on a straightline basis
motor vehicles 25 per annum on a reducing balance basis
software costs 50 per annum of cost on a straightline basis
investments
the value of investments in subsidiary undertakings is stated at historic cost less any provision for impairment other
investments are stated at historical cost less provision for any impairment
deferred taxation
deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance
sheet date and where these transactions or events result in an obligation to pay more tax or a right to pay less tax in the
future timing differences arise because the group’s taxable profits and its results as stated in the financial statements are
not the same
deferred taxation assets are only recognised when the recoverability of those assets can be determined with a degree of
certainty
deferred taxation is measured at the average tax rates that are expected to apply in the periods in which the timing
differences are expected to reverse based on tax rates and laws that have been enacted or substantially enacted at the
balance sheet date deferred tax is measured on a nondiscounted basis
foreign currencies
transactions in foreign currencies are translated into sterling at the rates ruling at the dates of the transactions monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the rates ruling at that
date translation differences thus arising are dealt with in the profit and loss account
the financial statements of overseas subsidiary undertakings are translated at the rate of exchange ruling at the balance
sheet date the exchange differences arising on retranslation of opening net assets is taken directly to reserves 25
leased assets
assets acquired under finance lease arrangements are capitalised and depreciated on a straightline basis over the shorter
of the term of the lease and the economic life of the relevant asset the interest element of the rental obligation is charged
to the profit and loss account over the period of the lease in proportion to the balance of the outstanding obligations
other leases are treated as operating leases and the rental charges are taken to the profit and loss account as incurred
turnover and revenue recognition
turnover represents fees invoiced net of value added tax derived from the principal activity of the group contract
revenue is recognised as work is carried out in the period in which a contract is in place where timesheets are not
received in time an estimate is made as to the value of the work done this estimate is based on the standard terms of
the contracts to which the outstanding timesheets relate this estimate is then incorporated within turnover with the
corresponding cost being recognised within cost of sales permanent placement fees are recognised in the period in
which the candidate commences in their new employment
financial instruments
the group’s financial instruments comprise invoice discounting facility overdrafts loans cash and liquid resources trade
debtors and creditors financial assets and liabilities are recorded at historical cost the main purpose of these financial
instruments is to provide finance for the group’s operations the group has taken advantage of the exemption available
for shortterm debtors and creditors
the group does not use derivative instruments as a matter of course and specific board approval is required for the
group to adopt the use of derivative instruments on the basis that the potential benefits do not outweigh the associated
costs the group continues to adopt the policy that it does not trade in financial instruments and this has been applied
throughout the financial year the main risks arising from the group’s financial instruments are interest rate liquidity and
foreign exchange risk the board reviews and agrees policies for managing each of these risks and these policies which
have remained unchanged throughout the year are summarised below
i the function of the group treasury is to reduce or eliminate foreign exchange and financial risk to ensure sufficient
liquidity is available to meet foreseeable requirements and to invest cash securely and profitably
ii the policy followed in managing credit risk minimises exposure with banks and other institutions transactions are
authorised only with the group’s bankers and banks with which dealing mandates have been agreed
iii the group uses a mixture of floating rate facilities and fixed rate asset finance agreements to manage the interest risk
on borrowings
the group does not undertake any formal hedging activities as the directors are of the opinion that as the quantum of
assets and liabilities held in foreign currencies are not sufficiently material the likely additional benefits arising would not
outweigh the associated costs details of the interest rate risk profile of financial instruments are shown in note 24
employee share ownership plan esop
the “esop” is a separately administered discretionary trust for the benefit of employees the assets of which comprise
shares in the company consistent with the treatment outlined in uitf 13 “accounting for esop trusts” the material
assets liabilities income and costs of the esop are consolidated within these financial statements
related party transactions
the group has taken advantage of the exception under frs 8 “related party disclosures” not to disclose transactions
between group companies
msb international plc annual report 2003 26
2 segmental and geographical analysis
the group’s turnover and lossprofit before taxation for the year ended 31 january 2003 and 31 january 2002 are generated
from one segment the group’s principal activity but in different geographical markets as shown below
loss
profit before profit before net net
turnover turnover taxation taxation assets assets
2003 2002 2003 2002 2003 2002
£000 £000 £000 £000 £000 £000
geographical analysis
united kingdom 69192 129163 128 1053 13186 14254
rest of europe 14142 16499 366 793 1226 833
rest of the world 728 325 73 43 7 241
84062 145987 421 1889 14419 15328
geographical analysis is based on the country in which the customer is located it would not be materially different if
based on the country in which the order is received
3 employees
employee costs during the year including directors’ remuneration were as follows
year ended year ended
31 january 31 january 
2003 2002
£000 £000
wages and salaries 8462 13403
compensation for loss of office  232
social security costs 821 1492
pension costs 37 40
9320 15167
the average number of people employed during the year was as follows
number number
sales 124 219
administration including directors 74 111
198 330
details of directors’ remuneration are found in the remuneration report pages 1618
notes to the financial statements continued
for the year ended 31 january 2003 27
4 net interest payable and similar charges
on borrowings repayable within five years
year ended year ended
31 january 31 january
2003 2002
£000 £000
interest payable
bank 21 23
invoice discounting 25 118
term loan 261 393
other interest 26 
333 534
interest receivable
bank 98 
invoice discounting 93 
191 
142 534
5 lossprofit on ordinary activities before taxation
year ended year ended
31 january 31 january
2003 2002
£000 £000
lossprofit on ordinary activities before taxation is stated after chargingcrediting
rentals under operating leases
rent payable  land and buildings 753 730
other operating leases  plant and machinery 52 125
depreciation
owned assets 651 706
profit on sale of tangible fixed assets 6 2
auditors’ remuneration group and company
audit 53 53
nonaudit 33 45
invoice discounting service charges 25 38
exchange differences 125 5
the company has taken advantage of section 230 of the companies act 1985 and consequently has not presented a
profit and loss account for the company alone unless specifically stated the notes to the accounts refer to the results of
the group the loss after tax and before dividends of the company for the year ended 31 january 2003 is £118000 2002
£1585000 profit
msb international plc annual report 2003 28
6 exceptional items
year ended year ended
31 january 31 january
2003 2002
£000 £000
amounts written off investment 422 
reorganisation costs note 15  1114
422 1114
the exceptional charge of £422000 relates to amounts provided against the carrying value of msb international plc shares
held by the msb incentive scheme trustee limited
the prior year exceptional charge of £1114000 related to costs in respect of p p flaherty £256000 comprising
compensation for loss of office and related legal fees following his departure from the group in april 2001 together with
redundancy costs arising from the restructuring of the business during last year £858000
7 taxation
the taxation charge is made up as follows
year ended year ended
31 january 31 january
2003 2002
£000 £000
united kingdom corporation tax at 30 2002 30 134 1216
taxation relief on exceptional item  331
adjustment in respect of prior years 76 223
current tax charge 210 662
deferred taxation 178 16
32 646
the current tax charge for the year is higher 2002 higher than the standard rate of corporation tax in the uk 30 the
differences are explained below
year ended year ended
31 january 31 january
2003 2002
£000 £000
lossprofit before taxation multiplied by standard uk corporation tax rate 126 567
prior year differences 76 223
timing differences 12 16
permanent differences 177 59
losses from overseas subsidiaries 95 253
other movements  22
current tax charge 210 662
notes to the financial statements continued
for the year ended 31 january 2003 29
8 dividends
year ended year ended
31 january 31 january
2003 2002
£000 £000
equity – ordinary
interim paid 07p 2002 14p per share 137 273
final proposed 14p 2002 14p per share 273 273
410 546
dividends for the year amounting to £20685 2002 £27580 in respect of the company’s shares held by the msb
incentive scheme trust note 11 have been deducted in arriving at the aggregate of dividends paid and proposed
9 earnings per share
earnings per share eps has been calculated in accordance with financial reporting standard 14 earnings per share a
reconciliation of the earnings and weighted average number of shares used in the calculations are shown below
2003 2002
weighted weighted
average average
no of no of
shares earnings shares earnings
earnings in issue per share earnings in issue per share
£000 000’s p £000 000’s p
basic eps
earnings per share before exceptional item 31 19517 016p 2026 19512 104
adjusted for exceptional item 422  216p 783  40
earnings per share after exceptional item 453 19517 232p 1243 19512 64
effect of dilutive securities
options  
diluted eps
earnings per share before exceptional item 31 19517 016p 2026 19512 104
adjusted for exceptional item 422  216p 783  40
earnings per share after exceptional item 453 19517 232p 1243 19512 64
shares held by the msb incentive scheme trust limited are excluded from the calculation of the weighted average
number of shares in issue during the year details of unexercised options are given in note 17 to the financial statements
the amounts relating to eps before exceptional items have been disclosed as it is the directors’ opinion that this more
fairly represents the ongoing performance of the group
msb international plc annual report 2003 30
10 tangible fixed assets
group
furniture
leasehold motor fittings  software
improvements vehicles equipment costs total
£000 £000 £000 £000 £000
cost
at 1 february 2002 509 53 2605 505 3672
additions 60 16 18 5 99
disposals  21 152  173
at 31 january 2003 569 48 2471 510 3598
depreciation
at 1 february 2002 431 5 1845 280 2561
charge for the year 65 15 426 145 651
disposals  3 151  154
at 31 january 2003 496 17 2120 425 3058
net book value
at 31 january 2003 73 31 351 85 540
at 31 january 2002 78 48 760 225 1111
company
furniture
leasehold motor fittings  software
improvements vehicles equipment costs total
£000 £000 £000 £000 £000
cost
at 1 february 2002 509 53 2580 503 3645
additions 60 16 18 5 99
disposals  21 147  168
at 31 january 2003 569 48 2451 508 3576
depreciation
at 1 february 2002 431 5 1841 279 2556
charge for the year 65 15 418 145 643
disposals  3 147  150
at 31 january 2003 496 17 2112 424 3049
net book value
at 31 january 2003 73 31 339 84 527
at 31 january 2002 78 48 739 224 1089
the net book value of fixed assets for the group and company includes £nil 2002 £nil in respect of assets held under
finance leases and hire purchase agreements
notes to the financial statements continued
for the year ended 31 january 2003 31
11 investments
group company
31 january 31 january 31 january 31 january
2003 2002 2003 2002
£000 £000 £000 £000
fixed asset investments
investments in subsidiary undertakings   12 12
interests in own shares 5p ordinary 497 919 497 919
497 919 509 931
investments in group undertakings are stated at historic cost a list of the subsidiary undertakings which are all wholly
owned by the company and the group at 31 january 2003 and have traded during the year is set out below
place of registration principal activity
msb consulting services limited england  wales management and technology consultants
msb international limited ireland human resources services
msb international bv netherlands human resources services
msb international gmbh germany human resources services
interests in own shares represents 985000 5p ordinary shares in the company at 31 january 2003 2002 985000 the
msb incentive scheme trust the ‘trust’ acquired 700000 of the company’s ordinary shares in the open market during the
year ended 31 january 2001 for the purpose of meeting obligations under the employee share option scheme the
remaining shares held at the beginning of the year had been donated at nil cost to the trust by certain shareholders at
flotation the option scheme does not allow the executives to purchase shares at discount to the market value of the
shares at the date on which the shares are granted therefore no charge to the profit and loss account arises the costs of
funding and administering the scheme are charged to the profit and loss account of the company in the year to which they
relate the market value of the shares at 31 january 2003 was £497425
12 debtors
group company
31 january 31 january 31 january 31 january
2003 2002 2003 2002
£000 £000 £000 £000
amounts falling due within one year
trade debtors 7450 19200 6980 18671
other debtors 48 35 85 33
prepayments and accrued income 3714 4194 3618 4092
amounts owed by subsidiary undertakings   1936 1770
11212 23429 12619 24566
amounts falling due after more than one year
deferred taxation note 13 376 198 376 198
11588 23627 12995 24764
the group uses a confidential invoice discounting facility in respect of its trade debtors under this arrangement the group
can receive up to 80 of the gross value of its invoices immediately upon acceptance of those invoices by the invoice
discounting company 
msb international plc annual report 2003 32
13 deferred taxation
group
recognised unrecognised
31 january 31 january 31 january 31 january
2003 2002 2003 2002
£000 £000 £000 £000
depreciation in excess of capital allowance 252 198  
tax effect of losses carried forward   166 172
shortterm timing differences 124   
total deferred tax asset 376 198 166 172
company
recognised unrecognised
31 january 31 january 31 january 31 january
2003 2002 2003 2002
£000 £000 £000 £000
depreciation in excess of capital allowance 252 198  
shortterm timing differences 124   
total deferred tax asset 376 198  
deferred tax has been calculated at 30
14 creditors – amounts falling due within one year
group company
31 january 31 january 31 january 31 january
2003 2002 2003 2002
£000 £000 £000 £000
term loan  5000  5000
bank overdraft 863 1924 867 2299
trade creditors 220 333 202 345
other creditors 139 954 138 894
dividend proposed 273 273 273 273
corporation tax 232 696 232 696
other tax and social security payable 262 413 268 470
accruals 3267 4192 3107 4099
5256 13785 5087 14076
the term loan was secured on trade debtors and was repaid on 30 september 2002 it attracted interest at a fixed rate of 785
notes to the financial statements continued
for the year ended 31 january 2003 33
15 provisions for liabilities and charges
group company
31 january 31 january 31 january 31 january
2003 2002 2003 2002
£000 £000 £000 £000
balance as at 1 february 2002 47  47 
charged to profit  loss account  1114  1114
utilised during the year 47 1067 47 1067
balance as at 31 january 2003  47  47
the provision related to reorganisation costs note 6
16 called up share capital
group  company
31 january 31 january
2003 2002
£000 £000
authorised
27500000 ordinary shares of 5p each 1375 1375
allotted called up and fully paid
20501979 2002 20501979 ordinary shares of 5p each 1025 1025
there has been no movement in the share capital during the year the midmarket price of the company’s shares at the
close of business at 31 january 2003 was 505p the company’s shares have traded at a market price ranging between
82p and 25p during the year ended 31 january 2003
17 share options 
under the terms of the executive share option plan options were outstanding to subscribe for 512580 2002 937580 5p
ordinary shares under the terms of a share option deed which has two parts part a which has been approved for income
tax purposes by the inland revenue and part b which is unapproved for income tax purposes all options are granted at
an exercise price which is not less than the market value of the company’s shares on the date of grant during the year
options on 10000 shares were granted and 435000 options lapsed
exercise date at 31 january 2003 
date granted price per share exerciseable number of shares
23 october 1998 2950 oct 01 – oct 08 101694
12 november 1998 2650 nov 01 – nov 08 90566
14 may 1999 2240 may 02 – may 09 22320
17 december 1999 25966 dec 02 – dec 09 67500
2 may 2000 1110 may 03 – may 10 50000
31 may 2000 25966 may 03 – may 10 15000
27 november 2000 25966 nov 03 – nov 10 130500
27 july 2001 9183 jul 04 – jul 11 25000
23 march 2002 9333 mar 05 – mar 12 10000
512580
msb international plc annual report 2003 34
18 reserves
group
profit share year ended year ended
and loss premium 31 january 31 january
account account 2003 2002
£000 £000 £000 £000
balance at 1 february 2002 13040 1263 14303 13601
retained lossprofit for the year 863  863 697
exchange movements 46  46 19
new share capital subscribed    24
balance at 31 january 2003 12131 1263 13394 14303
company
profit share year ended year ended
and loss premium 31 january 31 january
account account 2003 2002
£000 £000 £000 £000
balance at 1 february 2002 13876 1263 15139 14076
retained lossprofit for the year 528  528 1039
new share capital subscribed    24
balance at 31 january 2003 13348 1263 14611 15139
19 operating lease commitments
at 31 january 2003 the group was committed to making the following payments during the next year in respect of
operating leases
land and land and
buildings other total buildings other total
2003 2003 2003 2002 2002 2002
£000 £000 £000 £000 £000 £000
leases which expire
within one year 169 46 215 108 36 144
within two to five years 33 5 38 42 36 78
after five years 736  736 746  746
total 938 51 989 896 72 968
20 reconciliation of operating profit to cash inflow from operating activities
year ended year ended
31 january 31 january
2003 2002
£000 £000
operating profit 143 2423
depreciation 651 706
profit on disposal of tangible fixed assets 6 2
decrease in debtors 12217 10997
decrease in creditors 2003 5841
decreaseincrease in provisions 47 47
net cash inflow from operating activities 10955 8330
notes to the financial statements continued
for the year ended 31 january 2003 35
21 reconciliation of movement in net fundsdebt
year ended year ended
31 january 31 january
2003 2002
£000 £000
inflow in cash in the year 4608 5634
repayment of bank loan 5000 
movement in net debt in the year 9608 5634
net debt at 1 february 3421 9055
net fundsdebt at 31 january 6187 3421
22 analysis of net fundsdebt
1 february cash 31 january
2002 flow 2003
£000 £000 £000
cash at bank and at hand 3503 3547 7050
bank overdraft 1924 1061 863
net cash 1579 4608 6187
term loan 5000 5000 
net fundsdebt 3421 9608 6187
23 maturity profile of financial liabilities
the following table analyses the group’s financial liabilities which are repayable as follows
31 january 31 january
2003 2002
debt debt
£000 £000
within one year 863 6924
24 borrowings and financial instruments 
interest rate risk profile of financial assets and liabilities
financial assets
the group has no financial assets other than cash at bank amounting to £7050010 which is made up as follows sterling
£1400000 euro’s £900000 other currency £250010 and shortterm sterling deposits of £4500000 2002 sterling
£3503000 and no shortterm deposits
financial liabilities
the interest rate profile of the group’s financial liabilities at 31 january 2003 was
fixed rate
financial liabilities
floating rate fixed rate weighted weighted
financial financial average average
total liabilities liabilities interest period
£000 £000 £000 rate years
currency
sterling at 31 january 2003 863 863
sterling at 31 january 2002 6924 1924 5000 785 07
msb international plc annual report 2003 36
24 borrowings and financial instruments continued
the floating rate liabilities consist of sterling bank borrowings and overdrafts which bear interest at rates based on uk
base rate the company and group do not use formal hedging methods in respect of their interest rate risk cash at bank
earns interest at a floating rate based on the uk base rate or foreign equivalents appropriate to the country in which the
cash is held
currency profile
the main functional currencies of the group are sterling and the euro the following analysis of net monetary assets and
liabilities shows the group’s currency exposures the amounts shown represent the transactional exposures that give rise
to the net currency gains and losses recognised in the profit and loss account such exposures comprise the monetary
assets and monetary liabilities of the group which are not denominated in the functional currency of the operating unit involved
net foreign monetary assetsliabilities
31 january 2003 31 january 2002
sterling euro other total sterling euro other total
£000 £000 £000 £000 £000 £000 £000 £000
functional
currency
sterling  1099 394 1493  1878 253 2131
euro 1626   1626 1328   1328
1626 1099 394 133 1328 1878 253 803
fair values of financial assets and liabilities
the table below shows the book and fair values for the company’s and group’s term loan
book value fair value book value fair value
2003 2003 2002 2002
£000 £000 £000 £000
term borrowings  5000 5101
the fair value of other financial assets and liabilities are equal to their book values the method of calculating the fair value
has been to discount back payment of interest and capital at the perceived market rate for a similar nature of borrowing
25 borrowing facilities 
the group has undrawn committed floating borrowing facilities which are renewed annually the maximum undrawn
facilities available subject to sufficient qualifying trade debtors were as follows
31 january 31 january
2003 2002
£000 £000
expiring in one year or less 19883 18826
26 capital commitments
there were no items of a capital nature which were authorised but not contracted for at 31 january 2003 2002 nil
notes to the financial statements continued
for the year ended 31 january 2003 37
year ended year ended year ended year ended year ended
31 january 31 january 31 january 31 january 31 january
2003 2002 2001 2000 1999
restated restated
consolidated profit and loss account £000 £000 £000 £000 £000
turnover 84062 145987 157760 184936 191345
cost of sales 71252 121698 130628 153458 156485
gross profit 12810 24289 27132 31478 34860
administrative expenses
 before exceptional 12667 20752 22740 24049 22301
administrative expenses
 exceptional  1114 1246 1582 3485
operating profit 143 2423 3146 5847 9074
amounts written off investment 422 
net interest payable 142 534 562 889 986
lossprofit on ordinary activities before taxation 421 1889 2584 4958 8088
taxation on profitloss from ordinary activities 32 646 1062 1376 2678
lossprofit on ordinary activities after taxation 453 1243 1522 3582 5410
dividends 410 546 994 2551 2547
retained lossprofit 863 697 528 1031 2863
basic lossearnings per share
lossearnings per share p – before exceptional 016p 104 121 249 399
lossearnings per share p – after exceptional 232p 64 76 181 274
diluted lossearnings per share
lossearnings per share p – before exceptional 016p 104 121 248 393
lossearnings per share p – exceptional 232p 64 76 180 270
consolidated balance sheet
tangible fixed assets 540 1111 1272 2251 2480
investments 497 919 919  
1037 2030 2191 2251 2480
current assets
debtors 11588 23627 34608 35879 46421
cash at bank and in hand 7050 3503   432
18638 27130 34608 35879 46853
creditors amounts falling due within one year 5256 13785 17174 18120 28278
net current assets 13382 13345 17434 17759 18575
total assets less current liabilities 14419 15375 19625 20010 21055
creditors amounts falling due after one year   5000 5047 5298
provisions for liabilities and charges  47  949 2809
net assets 14419 15328 14625 14014 12948
capital and reserves
called up share capital 1025 1025 1024 1021 1020
share premium account 1263 1263 1239 1159 1125
profit and loss account 12131 13040 12362 11834 10803
equity shareholders’ funds 14419 15328 14625 14014 12948
msb international plc annual report 2003
five year financial record continued
for the year ended 31 january 2003 38
notice is hereby given that the annual general meeting of msb international plc “the company” will be held at hanover
place 8 ravensbourne road bromley kent br1 1hp on tuesday 20 may 2003 at 10 am to transact the following business
ordinary business
1 to receive the directors’ report and annual accounts and the auditors’ report for the financial year ending 31 january 2003
2 to declare a final dividend of 14 pence per ordinary share
3 to elect douglas b adsheadgrant as a director
4 to elect paul davies as a director
5 to reelect robert h gunlack as a director
6 to reappoint pricewaterhousecoopers llp as auditors of the company having previously been appointed by the
board to fill the casual vacancy arising by reason of the resignation of pricewaterhousecoopers to hold office until
the conclusion of the next general meeting at which accounts are laid before the company
7 to authorise the directors to determine the remuneration of the auditors
8 to receive the directors’ remuneration report for the year ended 31 january 2003
special business
9 to consider and if thought fit pass the following resolutions which will be proposed as ordinary or special
resolutions as indicated below
ordinary resolution
10 that the directors be and are hereby generally and unconditionally authorised and empowered for the purposes of
section 80 of the companies act 1985 to exercise all powers of the company to allot relevant securities as defined in
the said section 80 up to an aggregate nominal amount of £341212 provided that this authority shall expire on the
earlier of 15 months from the date of this resolution and the conclusion of the next annual general meeting of the
company save that the company may before such expiry make other offers or agreements which would or might
require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of
such offers or agreements as if the authority conferred hereby had not expired
special resolution
11 that subject to the passing of resolution 9 set out in the notice of this meeting the directors be and are hereby
empowered pursuant to section 95 1 of the companies act 1985 to allot equity securities within the meaning of
section 94 of the companies act 1985 for cash pursuant to the authority conferred by the said resolution 9 as if
section 89 1 of the companies act 1985 did not apply to any such allotment provided that this power shall be limited
i to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the
equity securities respectively attributable to the interests of all ordinary shareholders are proportionate as nearly as
may be to the respective numbers of ordinary shares held by them but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient to deal with problems under the laws of any
territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with
fractional entitlements or shares represented by depository receipts or otherwise howsoever and
ii to the allotment otherwise than pursuant to subparagraph i above of equity securities up to an aggregate
nominal value of £51181 and shall expire on the earlier of fifteen months from the date of this resolution and the
conclusion of the next annual general meeting of the company save that the company may before such expiry
make offers or agreements which would or might require equity securities to be allotted after such expiry and the
directors may allot equity securities in pursuance of such offers or agreements as if the power conferred hereby had
not expired
notice of annual general meeting 39
12 that pursuant to article 9 of the company’s articles of association and section 166 of the companies act 1985 the
company be and is hereby generally and unconditionally authorised to make one or more market purchases as defined
in section 1633 of the companies act 1985 of its ordinary share of 5 pence each on such terms and in such manner
as the directors may determine provided that
i the maximum aggregate number of ordinary shares which may be purchased is 2000000 being approximately
10 of the issued share capital of the company
ii the minimum price which may be paid for each ordinary share is 5p per share exclusive of expenses
iii the maximum price which may be paid for each ordinary share is not more than 5 per cent above the average of
the middle market quotations for an ordinary share as derived from the london stock exchange daily official list
for the five business days immediately preceding the day on which the ordinary share is purchased exclusive of
expenses and
iv the authority hereby granted shall expire on the earlier of fifteen months from the date of the resolution or the
conclusion of the annual general meeting of the company to be held in the year 2004 unless renewed before that
time provided that a contract of purchase may be made before such expiry which will or may be executed wholly
or partly after the expiry of this authority and the purchase of ordinary shares may be made in pursuance of any
such contract as if the authority conferred hereby had not expired
notes
1 a member entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies
to attend and on a poll to vote in his stead a proxy need not be a member of the company
2 forms of proxy are provided and to be valid must be lodged with the company’s registrars capita irg plc not less
than 48 hours before the time appointed for the holding of the meeting
3 there will be available for inspection at the registered office of the company during usual business hours on any
weekday saturdays and public holidays excepted from the date of this notice until the date of the annual general
meeting and at the place of the meeting for 15 minutes prior to and during the meeting
a the register of directors’ interests in shares of the company kept in accordance with section 325 of the
companies act 1985 and 
b copies of the contracts of service between the directors and the company or any of its subsidiaries other than
contracts expiring or determinable by the company without compensation within one year
explanatory notes
a section 80 of the companies act 1985 “the act” requires shareholders’ authority for the directors to allot the
unissued share capital of the company or convertible securities other than shares which may be allotted under the
employee share option schemes previously approved by shareholders such authority may be granted for a period of
no more than five years the existing authority under section 80 given by shareholders to the directors at the annual
general meeting held on 26 june 2002 is in respect of unissued ordinary shares having a nominal value of £340174
representing one third of the nominal amount of the issued share capital at that time and is due for renewal at the
annual general meeting the directors consider that this authority should be renewed in respect of unissued ordinary
shares the corresponding figure for this resolution is £341212
b in the case of a new allotment of shares or convertible securities for cash section 89 of the act grants preemption
rights to existing shareholders the london stock exchange does not require the consent of shareholders to each
specific allotment made other than to existing shareholders on a proportional basis provided that the authority of
shareholders which may be given under section 95 of the act to disapply generally the provisions of section 89 is
obtained accordingly the directors consider that it is in the best interest of the company for the existing section 95
authority granted by shareholders on 26 june 2002 to be renewed for a period expiring at the next annual general
meeting or on 20 august 2004 whichever is earlier it is proposed that the waiver will be limited by value to 5 of the
issued ordinary share capital and will apply to equity securities having a nominal value of £51181 this proposal is
consistent with the guidelines approved in october 1987 by the investment committees of the association of british
insurers and the national association of pension funds if this approval is granted your directors would in
implementing it have regard to the additional guidelines which indicate that issues of equity securities for cash other
than by way of rights should not in any rolling threeyear period exceed 75 of the issued ordinary share capital
msb international plc annual report 2003 40
preliminary results 1st april 2003
final dividend 30 may 2003
agm 20 may 2003
interim results 30 september 2003
shareholders’ services
the company website includes a comprehensive ‘investor relations’ section to help keep investors up to date with all the
latest information and previous years’ accounts from the site you can look up the latest share price download copies of
past interim and main reports and much more
update your share registration details
wwwirgcouk or write to our registrars and transfer office at the address below
a guide to owning shares
the london stock exchange site has a section called ‘share aware’ this part of the site gives you useful information
about buying and selling shares on the london stock exchange’s markets wwwlondonstockexchangecom
investors’ contact
investorsmsbcom or write to investor relations at our registered office at the address below
registered office
hanover place 8 ravensbourne road
bromley kent br1 1hp
company registration number
2293703
stockbrokers
collins stewart ltd 9th floor 88 wood street
london ec2v 7qr
auditors
pricewaterhousecoopers llp  1 embankment place
london wc2n 6rh
bankers
national westminster bank plc 143 high street
bromley kent br1 1yz
registrars and transfer office
capita irg plc
the registry 34 beckenham road beckenham 
kent br3 4tu
financial public relations
merlin financial royex house
aldermanbury square london ec2v 7hr
directors
andrew m zielinski chief executive
peter j browne sales  marketing director
douglas b adsheadgrant finance director and
company secretary
paul davies nonexecutive chairman and
chairman of the
remuneration committee
robert h gunlack nonexecutive director and
chairman of the 
audit committee
nicholas j a parker nonexecutive director
key financial dates msb international plc
hanover place 8 ravensbourne road bromley kent br1 1hp
t 020 8315 9000 f 020 8315 9001 e investorsmsbcom
wwwmsbcom


Summary:
 1
headlines
msb international plc annual report 2003
profit before exceptional item and taxation of breakeven 2002 £30 million
turnover £84 million 2002 £146 million
loss before taxation £04 million 2002 £19 million profit
proposed final dividend of 14p  total dividend for the year 21p 2002 28p
operating cash inflow £11 million 2002 £83 million
core business reengineered
continued investment in new recruitment markets
board and senior management changes