Final Results

Manpower Software PLC
15 September 2003


                                                               15 September 2003
                              Manpower Software plc
                     ("Manpower Software" or the "Company")

               Preliminary results for the year ended 31 May 2003

Chairman's Statement

Manpower Software, the provider of manpower planning, staff scheduling and
resource optimisation software, today announces its preliminary statement of
annual results for the year ended 31 May 2003.

Highlights

• Revenues up 13% to £3.56m (2002: £3.15m)

• Contracted revenues at year-end £3.1m (2002: £1.5m)

• Manpower Software is now the leading provider of crew manning
  software for the cruise industry

• Traded profitably in second half of the financial year

• Gross margin increased to 17% (2002: 11%)

• Strong progress made in the non-cruise sector

Significant new contracts announced (shown with contract value)

• 5 June 2002          Princess Cruise Line         £1.1m

• 5 June 2002          Cunard Line                  £0.4m

• 28 February 2003     Norwegian Cruise Line        £1.1m

• 1 May 2003           British Army (TA)            £3.2m

• 6 June 2003          AP Moller Group              £1.3m

Results

I am pleased to report a successful end to trading in 2003. Revenue in the
second half of the financial year was £2.7m (first half: £0.9m), making £3.6m
for the year as a whole. As a result, the Company made a profit in the second
half of £0.5m, which compares favourably against the first half loss of £1.3m.
The loss for the year as a whole was £0.8m.

The table below sets out the results for the last three years, in respect of
continuing operations:

                                     31 May 2003    31 May 2002    31 May 2001
                                           £'000          £'000          £'000

Turnover                                   3,560          3,154          2,106
Cost of sales                             (2,962)        (2,800)        (2,254)
                                      ------------    -----------    -----------
                                             598            354           (148)

Administration costs and interest         (1,400)        (1,373)          (821)
                                      ------------    -----------    -----------
Loss                                        (802)        (1,019)          (969)
                                      ============    ===========    ===========

Operational Review

The results reflect the progress the Company is making towards achieving its
strategic objectives:

• To be the leading provider of force deployment software to the
  European defence market

• To be the leading provider of crew management software to the
  global maritime industry

• To be the leading provider of workforce planning software to the
  UK NHS

Defence

The Company continues to work with the UK Ministry of Defence, supplying
software for the purposes of deploying UK forces around the world, providing
accurate forecasting of capability and training requirements, and measuring the
associated costs of exercise and deployment.

Particularly, in May 2003, the Company announced a £3.2m contract to supply HQ
Land Command, British Army, with its Selection and Mobilisation Management
Information System ("SAMMIS") for use within the Territorial Army. The
Territorial Army is using SAMMIS to improve the decision-making on force
generation and enable it to respond more quickly to demands on its resources.
This contract was won in open competition against several major international
suppliers, demonstrating the strength of the Company's products and the ability
to compete for enterprise level systems. Since the year-end, the Company has
agreed terms to provide the system to the Regular British Army as well.

In addition to HQ Land Command, the Company continues to support and deliver
further enhancements of its products to the Royal Fleet Auxiliary, NATO and HQ
Medical Group customers.

Maritime

Over the past fifteen months, four key contracts have been signed with new
customers in the maritime industry, having a total contractual value of £3.9m,
the substantial part of which is or will be recognised in the 2003 and 2004
financial years. This represents a significant volume of new business achieved
in such a short period of time, further reflecting the strength of the Company's
products in its chosen markets.

In May 2002, Princess Cruise Lines Limited and Cunard Line Limited agreed terms
for the supply of the MAPS Crew Administration software, with a combined total
value of £1.5m. The Cunard system was implemented in record time and put into
production in time for its use on Queen Mary II, Cunard's new flagship liner.

In December 2002, Norwegian Cruise Line Limited also contracted for this
software, with a total value from the contract of £1.1m.

In May 2003, AP Moller Group agreed a £1.3m contract for an integrated MAPS
suite, providing crew scheduling, travel, recruitment, training management and
personnel functions, enabling operating companies within the AP Moller Group to
manage and plan the crewing requirement for their 250-strong fleet and 8,000
crew. The AP Moller fleet is one of the largest in the world and includes some
of the world's biggest container vessels and most powerful supply vessels. The
AP Moller Group is respected throughout the maritime industry for the quality of
its organisation, systems and crew. We are delighted to be able to include this
company in our customer list.

Manpower Software plc now sees its MAPS software being used, or implemented, in
four out of the top five cruise lines in the world: Carnival Cruise Line, P&O
Princess, Royal Caribbean and Norwegian Cruise Line. The contract with AP Moller
Group represents a significant step for the Company into the broader maritime
market outside of cruise.

National Health Service

Since the year-end, Plymouth NHS Trust has signed a three year agreement to
extend the use of MAPS Foresight for establishment control and workforce
planning. MAPS Foresight is being used by Plymouth NHS Trust to predict the
future demand for different types of staff and match this with available supply,
thereby ensuring sufficient staff are available with the right skills to deliver
high quality care to patients and, ultimately, reduce patient length of stay.
The Plymouth solution is being actively marketed to other NHS trusts.

Board Changes

As mentioned in the Interim Report, early in the financial year we made some
changes to the composition of the Board. Paul Scandrett, formerly Head of UK
Operations, was appointed Managing Director. Jack Debnam did not stand at the
Annual General Meeting for re-election to the Board as Non-Executive Director.
Ian Lang stepped down as Chairman and reverted to Non-Executive Director, the
position to which he was first appointed. Ian remains as Chairman of the Audit
and Remuneration Committees. I resigned as Managing Director and reverted to my
previous position of Chairman.

Outlook

In defence, as a consequence of the supply of SAMMIS to the British Army, there
is now a high level of interest in Manpower Software's products from many
defence organisations, both in the UK and overseas. We have therefore recruited
additional sales resource to exploit the opportunities in the overseas defence
markets and are committed to achieving our objective of being the leading
provider of force deployment software in Europe.

In maritime, having achieved the initial objective and become the leading
provider of crew management software to the cruise industry, we are now focussed
on becoming the leading provider of crew management software to the global
maritime industry. The sale to AP Moller Group, one of the world's largest
shipping lines, is a significant step towards achieving this. We are already
seeing interest in our products from other maritime companies. There is also
interest in the extended use of our existing MAPS Crew Manning products for
payroll and travel applications, and the new MAPS Taskforce product for the
short-term on-board scheduling of crew. We believe this interest will result in
opportunities for further sales to both our existing cruise and to new maritime
customers.

In the UK NHS, while progress has been slow, we believe that the NHS is in great
need of our products to control costs, plan the use of staff more effectively
and, thereby, efficiently increase the number of beds available to patients.
Accordingly, we have recently strengthened our health sales team and look
forward to making progress against our objective of becoming the leading
provider of workforce planning software to the UK NHS.

With contracted revenues at the year-end amounting to £3.1m (2002: £1.5m) and
the current opportunities available to the Company in its chosen markets, the
directors believe there is a solid platform for the Company to achieve a further
improvement in its annual results in 2004.

Robert Drummond
Chairman
15 September 2003


Enquiries:
Manpower Software plc
Robert Drummond, Chairman
Simon Thorne, Finance Director                                              
020 7389 9500

Strand Partners Limited
Rory Murphy, Director                                                       
020 7409 3494

Shore Capital
Alex Borrelli
020 7408 4090


CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2003

                                              Note          2003          2002

                                                               £             £
Turnover

Continuing operations                                  3,560,541     3,154,500

Discontinued operations                                        -       144,820
                                                       3,560,541     3,299,320

Cost of sales                                         (2,962,437)   (3,179,074)

Gross profit                                             598,104       120,246


Administrative expenses                               (1,404,815)   (1,372,532)


Operating loss

Continuing operations                                   (806,711)   (1,018,315)

Discontinued operations                                        -      (233,971)


                                                        (806,711)   (1,252,286)


Net interest                                               4,323          (405)


Loss on ordinary activities before taxation             (802,388)   (1,252,691)


Taxation                                         2             -             -


Loss for the financial year after taxation              (802,388)   (1,252,691)


Dividends                                        3             -             -

Loss for the financial year transferred from            (802,388)   (1,252,691)
reserves

Loss per share

Basic                                            4          (1.8)p        (5.1)p



CONSOLIDATED BALANCE SHEET
AT 31 MAY 2003



                                                             2003         2002
                                                   £            £            £
Fixed assets


Tangible fixed assets                                     248,886      345,464

Current assets


Debtors                                    1,561,137                 1,720,089

Cash at bank and in hand                   2,032,053                 1,400,659

                                           3,593,190                 3,120,748


Creditors: amounts falling due within one (1,993,169)                 (736,523)
year


Net current assets                                      1,600,021    2,384,225


Total assets less current liabilities                   1,848,907    2,729,689


Creditors: amounts falling due after
more

than one year                                             (24,619)     (86,736)


Net assets                                              1,824,288    2,642,953


Capital and reserves


Called up share capital                                 2,212,254    2,212,254

Share premium account                                   6,429,879    6,429,879

Profit and loss account                                (6,817,845)  (5,999,180)


Total equity shareholders' funds                        1,824,288    2,642,953


CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MAY 2003



                                Note                        2003          2002

                                                  £            £             £

Net cash inflow/(outflow) from  i.                       762,587    (2,002,924)
operating activities

Returns on investments and
servicing
of finance

Interest received                            17,077                     20,755

Interest paid                                (9,164)                   (16,503)

Interest element of finance                  (3,590)                    (4,657)
lease payments

                                                           4,323          (405)
Capital expenditure and
financial investment

Purchase of tangible fixed                               (77,408)     (251,182)
assets

Sale of fixed assets                                       3,351             -

Cash inflow/(outflow) before                             692,853    (2,254,511)
financing and management of
liquid resources

Management of liquid
resources

Purchase of short term                                  (500,000)     (250,000)
deposits

Financing

Issue of ordinary shares                         -                   2,642,747

Expenses of share issue                          -                    (345,301)

New loans                                        -                     100,000

Loan repayments                            (32,813)                    (17,270)

Capital element of finance                 (28,646)                    (43,266)
leases
                                                         (61,459)    2,336,910

Increase/(decrease) in cash in  ii. &                    131,394      (167,601)
the year                        iii.


NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MAY 2003

i.    Reconciliation of operating loss to net cash          2003          2002
      flow from
      operating activities                                     £             £

      Operating loss                                    (806,711)   (1,252,286)

      Depreciation charges                               168,332       151,514

      Foreign exchange movement                          (16,277)            -

      Loss on disposal of fixed assets                         -        12,529

      Decrease/(increase) in debtors                     158,952      (531,997)

      Increase/(decrease) in creditors                 1,258,291      (382,684)

      Net cash inflow/(outflow) from operating           762,587    (2,002,924)
      activities

ii.   Reconciliation of net cash flow to movement           2003          2002
      in net funds                                             £             £


      Increase/(decrease) in cash in the year            131,394      (167,601)

      Cash outflow/(inflow) from decrease/(increase)      32,813       (39,463)
      in debt

      Change in net debt resulting from cash flows       164,207      (207,064)

      Increase in liquid resources                       500,000       250,000

      Payment/(inception) finance leases                  28,646       (71,864)

      Movement in net funds in the year                  692,853       (28,928)

      Net funds at beginning of the year               1,248,791     1,277,719

      Net funds at end of the year                     1,941,644     1,248,791


iii.  Analysis of change in net funds

                            At 1 June  Short term     Cash flow     At 31 May 
                                2002     deposits                        2003    
                                £            £           £               £ 

Cash at bank and in        1,400,659           -      631,394        2,032,053
hand
Less: short term          (1,300,000)          -     (500,000)      (1,800,000)
deposits
                             100,659           -      131,394          232,053
Short term deposits        1,300,000     500,000            -        1,800,000
Debt                         (82,730)          -       32,813          (49,917)
Finance leases               (69,138)          -       28,646          (40,492)
                           1,248,791     500,000      192,853        1,941,644



STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 31 MAY 2003

                                                          2003          2002
                                                          £             £

Loss for the financial year                           (802,388)     (1,252,961)
Currency differences on opening reserves               (16,277)              -
Total recognised gains and losses for the year        (818,665)     (1,252,961)


NOTES TO THE ACCOUNTS

FOR THE YEAR ENDED 31 MAY 2003


1.   Basis of preparation. 

The financial information set out above does
not constitute statutory accounts within the meaning of Section 240 of the
Companies Act 1985.

The results for the year ended 31 May 2003 and the balance sheet at that date
have been extracted from the statutory accounts of the Group for that year, upon
which the Company's auditors, Grant Thornton, have confirmed they will issue an
unqualified audit report under Section 235 of the Companies Act 1985. The
accounts for the year ended 31 May 2003 will be filed with the Registrar of
Companies following the Annual General Meeting. The financial information for
the year ended 31 May 2003 has been prepared on the basis of the accounting
policies set out in the accounts for the year ended 31 May 2002.

The comparative figures for the year ended 31 May 2002 have been extracted from
the statutory accounts of the Group for that year, filed with the Registrar of
Companies, which carried an unqualified audit report.

2.   Taxation

There was no tax charge during 2003 or 2002.

3.   Dividends

No dividends were paid or proposed during either 2003 or 2002.

4.   Loss per share

The calculations of loss per share are based on the following results and
numbers of shares:
                                                       2003               2002
                                                          £                  £

Loss for the financial year                        (802,388)        (1,252,691)

Weighted average number of shares                      Number            Number
                                                    of shares         of shares


For basic earnings per share                        44,245,086        24,751,694


The options and warrants are anti-dilutive.

A copy of the Annual Report and Accounts will be sent to all shareholders. A
copy of this preliminary announcement is available from the Company's registered
office: The Communications Building, 1st Floor, 48 Leicester Square, London WC2H
7DB.






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