Interim Results

Manpower Software PLC
28 February 2006

MANPOWER SOFTWARE PLC

INTERIM REPORT

FOR THE 6 MONTHS ENDED

30 NOVEMBER 2005


MANPOWER SOFTWARE PLC

Interim results for the six months ended 30 November 2005

Executive Summary

Manpower Software plc, the provider of workforce planning, staff scheduling and
resource optimisation software, today announces its interim results for the six
months ended 30 November 2005.

Summary

Revenue in the first half of the financial year was £2.14m (2004: £2.04m),
resulting in a first half loss of £0.84m (2004: £0.74m).  In line with the
results achieved in previous years, the revenue and consequent loss figures in
the first half result from the timing of closure of new business.  We are
presently in advanced stages of negotiating several new contract opportunities
for the sale of our software in each of our target markets and we expect to
finalise most of these in the second half of the financial year.

The Company has benefited from key changes introduced during the course of the
previous financial year, particularly the expansion of the sales teams in all
markets.  Manpower Software remains focused entirely on the requirements of its
customers, in markets that are substantial in size and in which we have
established credibility with our product solutions, market knowledge and
impressive reference installations.

During the interim period:

  • Defence.  The expanded sales force is now addressing an increasing number
    of opportunities in NATO and overseas Defence markets, while the UK also
    remains a target for further expansion.  We expect to be able to announce in
    the second half of this financial year our first overseas defence sale in
    the Asia Pacific region.

  • Healthcare.  The increasing focus by NHS Trusts on improving staff
    efficiency has helped to create for us a significant market opportunity.
    Our careful product positioning, increasing evidence of productivity
    improvements from within the installed base and the expanded sales team have
    together combined to increase significantly the number of pipeline sales
    opportunities.  MAPS Healthroster is installed at three NHS trusts and is
    being evaluated under contract by a further eight.

  • Maritime.  AP Moller-Maersk is now running MAPS live at its Danish and UK
    operations and we anticipate bringing its Singapore operation on stream
    during the course of the second half.  P&O, Princess and Cunard have each
    continued to expand the use of MAPS Crew Manning throughout their fleets and
    global crew manning agents.  Norwegian Cruise Line acquired further licences
    valued at £0.6m to enable the continued rollout of our MAPS software across
    its fleet.

  • Services.  An increased focus and emphasis on the use of standard and
    repeatable project implementation processes has improved the quality and
    rigour of project management and its delivery.



A short while ago our Managing Director, Richard Morgan-Evans, sustained a
serious injury.  I am pleased to say he is making a good recovery but at this
stage it is too early to say exactly when he will return to work.

During Richard's absence, the Directors have assumed some additional
responsibilities and, as an interim measure, have appointed Allen Swann,
recently retired President of Chordiant Inc. and a former director of Oracle UK,
to assist in the sales process.  However, Richard's in depth knowledge of the
business and his drive will be missed in this period.

Over the last year the Company has invested in its direct sales organisation and
in a services business capable of fulfilling the increasing demands of our
target markets.  This has resulted in a stronger sales pipeline and the
capability to deliver profitable services growth.  The Directors believe the
strategic direction of the Company is clear and it will produce long term profit
growth.

In the short term, while the Company is bearing the cost of these investments,
it remains highly dependent on a small number of large contracts in markets
where considerable change is occurring , where the sales cycles are often long
and complex, and where forecasting precise timing of closure has become more
difficult.  Deferral or acceleration of only a few of these can have a
significant impact on the Company's results.  While every effort is being
expended to bring these contracts to closure and to enable existing stock market
profit expectations to be achieved, the precise level of profits for the current
year will depend critically on their timing.  In the opinion of the Directors,
in the current year the Company should achieve profits at least comparable to
those reported for 2004/5.

Further Information

Copies of the Interim Report will be sent to all shareholders and are available
to the public at the Company's Registered Office.

Further information is available on the Company's web site
www.manpowersoftware.com.



Enquiries:

Manpower Software plc

Simon Thorne, Finance Director                      020 7389 9500

Shore Capital

Alex Borrelli                                       020 7408 4090

28 February 2006



Manpower Software plc (the "Company")

Interim results for the six months ended 30 November 2005

Chairman's Statement

Introduction

Our strategy remains to become the leading provider of workforce planning, staff
scheduling and resource optimisation software products to our chosen markets and
management continues to establish the foundations for profitable growth as
outlined in the 2005 Annual Report.

During the period we have increased the sales and delivery capability of the
Company, enabling us to address the increasing opportunities in the global
Defence and UK NHS markets.  The direct sales force is now double that compared
with the position a year ago.  We are also actively seeking new partnerships to
assist with sales and delivery in these markets.  The result is that the
pipeline of sales opportunities for our software products in both vertical
markets has increased significantly.  In Maritime, we have expanded within our
installed base and are seeking further penetration into the cruise and shipping
markets.

Results

Revenue in the first half of the financial year was £2.14m (2004: £2.04m),
resulting in a first half loss of £0.84m (2004: £0.74m).  Similar to last year,
the result reflects a period-end cut-off.  We are presently in advanced stages
of negotiating several new contract opportunities for the sale of our software
in each of our target markets.  We expect to finalise most of these in the
second half of the financial year.  Selling and operational expenses increased
from £1.5m to £1.86m, as the Company grew its sales and delivery capabilities to
drive extra demand for its products.  Office and administrative costs fell from
£0.73m to £0.67m.

Operational Review

Defence

During the first half, management has focused on working with our existing
defence customers in the UK and NATO to increase their use of our products,
developing our sales and delivery capabilities and expanding the pipeline of
opportunities overseas.  Overall, the Defence market offers significant
opportunities for growth as defence forces worldwide re-align to address new
strategic objectives and, as a result, recognise the increasing relevance of the
MAPS software.

We have also to date signed two new contracts with NATO, together valued at
£0.2m.  The first extends the use of MAPS throughout its peacetime establishment
and the second enables us to support Allied Command Transformation in the
requirements for global force generation.  NATO's role has changed with the new
era of 21st century warfare.  Working with Allied Command Transformation, we
have developed a software solution that shows how technology may be used by NATO
for force generation.  Our MAPS system was used by NATO at its Global Force
Generation conference in November 2005.  We are now working with NATO to offer a
permanent solution to address these challenges and those of its member nations.

We expect to be able to announce in the second half of this financial year our
first overseas defence sale in the Asia Pacific region.  Our MAPS Crew Manning
software is currently being installed on two ships, with the intention being
that it will be rolled-out to the nation's Fleet under contract this year.  The
contract will be for software licences and first year support, the majority of
which will be capable of recognition as revenue in the second half.

Healthcare

In Healthcare, the existing live installations are generating strong
referenceable results and our software is now being evaluated under contract by
a further eight Trusts.

These Trusts will use MAPS Healthroster to control the amounts spent on
temporary staff, agency nurses and overtime, to reduce administration overhead
and improve the use of staff time, to provide greater management control, cost
transparency and patient care, and to comply with clinical governance
requirements.  Manpower Software has been chosen by all its customers in the NHS
because we are uniquely positioned to offer a practical solution to these
problems.

Management is focused on expanding the direct and indirect sales capabilities,
refining the product proposition and shortening product procurement timescales.
Our MAPS Healthroster product addresses a major structural requirement within
every NHS Trust - to control staff costs (particularly permanent and temporary
agency spend), to fulfil staff requirements more efficiently and to improve
patient care through the efficient deployment of staff.  As the NHS and each
Trust Board increasingly focus on employee cost productivity and patient care,
the potential for the MAPS Healthroster product is becoming increasingly
significant.ealthroster product addresses aHH

Maritime

In the Maritime sector, we have continued to focus on our existing installed
client base, are seeking further penetration into the cruise market and
extending our sales pipeline into the broader shipping market following our
successes at AP Moller-Maersk.

AP Moller-Maersk is now running MAPS live at its Danish and UK operations and we
expect to bring the Singapore operation on stream during the course of the
second half.  We have agreed terms with AP Moller-Maersk for the supply of a 12
month fixed term services agreement, value £0.5m, which will help the Company
underpin its services revenues in the second half of this financial year and the
first half of next.  We also anticipate the requirement from them for additional
licences as they expand their business by acquisition.  During the interim
period the Company delivered additional software licences to Norwegian Cruise
Line (£0.6m).  P&O, Princess and Cunard have also continued to expand the use of
MAPS Crew Manning throughout their fleets and global crew manning agents.

Partner Programme

During the period under review the Company signed partnership agreements with
the organisations for NHS Finance and HR Directors, both of which have endorsed
our MAPS software for use by their members.  Work is underway with them to
develop joint branding for the NHS market.  These relationships are already
proving productive, with a number of new leads and enhanced contact across the
NHS.  Discussions continue with other NHS related organisations and established
service providers under the NHS "Local Service Provider" programme.

Client Services

During the period, the Client Services team placed an increased focus and
emphasis on the use of standard and repeatable project implementation processes,
improved quality of project delivery and rigorous project management.

First half successes included, in Defence, major projects being delivered for HQ
Land Command (British Army), NATO and an overseas pilot.

In Maritime, implementations of MAPS were successfully completed for A.P.
Moller-Maersk in their Copenhagen and London operations.  This resulted in A.P.
Moller-Maersk signing a new twelve month Services agreement, ensuring Client
Services support for their plans to expand the use of MAPS to other operational
areas of their organisation.  P&O Cruises and Princess Cruise Line have
continued to expand their use of MAPS Crew Manning to their fleet of ships and
global manning agents.  Norwegian Cruise Line has continued to use and expand
the use of MAPS Crew Manning within its organisation.  Carnival Cruises
continues to work with us to implement MAPS Crew Manning both shore-side and
ship-side, with the initial shore-side implementations planned to complete
during the first half of 2006.

In Healthcare, the MAPS implementations at the Plymouth Hospitals, Ashford & St
Peter's and Hartlepool NHS Trusts are now delivering tangible benefits to those
customers.  In addition, pilot projects are being successfully completed in
other NHS trusts, which is leading to a significant pipeline of services revenue
for the second half of this financial year and the first half of next.

Outlook

In Defence, there is a high level of interest in Manpower Software's products
from many defence organisations in the UK and overseas.  We are currently
seeking to exploit the opportunities in domestic and overseas defence markets
and are committed to achieving our objective of being the leading provider of
force generation and deployment software products.

In Healthcare, we anticipate that the increasing focus throughout the NHS on
improving employee cost productivity, reducing agency spend and improving
patient care, the increase in the sales team and the completion of current
pilots will lead to continuing expansion of the sales pipeline and further sales
of the MAPS Healthroster product to other NHS Trusts.

In Cruise and Maritime, we remain focused upon achieving successful rollouts to
our existing customers.  We are also seeking further penetration into the cruise
market and to extend our sales pipeline into the broader shipping market.

Over the last year the Company has invested in its direct sales organisation and
in a services business capable of fulfilling the increasing demands of our
target markets.  This has resulted in a stronger sales pipeline and the
capability to deliver profitable services growth.  The Directors believe the
strategic direction of the Company is clear and it will produce long term profit
growth.

In the short term, while the Company is bearing the cost of these investments,
it remains highly dependent on a small number of large contracts in markets
where considerable change is occurring , where the sales cycles are often long
and complex, and where forecasting precise timing of closure has become more
difficult.  Deferral or acceleration of only a few of these can have a
significant impact on the Company's results.  While every effort is being
expended to bring these contracts to closure and to enable existing stock market
profit expectations to be achieved, the precise level of profits for the current
year will depend critically on their timing.  In the opinion of the Directors,
in the current year the Company should achieve profits at least comparable to
those reported for 2004/5.

Terry Osborne

Chairman

28 February 2006



INDEPENDENT REVIEW REPORT TO MANPOWER SOFTWARE PLC

INTRODUCTION

We have been instructed by the company to review the financial information for
the six months ended 30 November 2005 which comprises the consolidated profit
and loss account, the statement of total recognised gains and losses, the
consolidated balance sheet, the consolidated cash flow statement and the related
notes 1 to 8. We have read the other information contained in the interim report
which comprises only the Chairman's Statement and considered whether it contains
any apparent misstatements or material inconsistencies with the financial
information.  Our responsibilities do not extend to any other information.

This report is made solely to the company's members, as a body, in accordance
with guidance contained in APB Bulletin 1999/4 "Review of Interim Financial
Information".  Our review work has been undertaken so that we might state to the
company's members those matters we are required to state to them in a review
report and for no other purpose.  To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the company and the
company's members as a body, for our review work, for this report, or for the
conclusion we have formed.

DIRECTORS' RESPONSIBILITIES

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors.  The directors
are responsible for preparing the interim report and ensuring that the
accounting policies and presentation applied to the interim figures should be
consistent with those applied in preparing the preceding annual accounts except
where any changes, and the reasons for them, are disclosed.

REVIEW WORK PERFORMED

We conducted our review in accordance with guidance contained in Bulletin 1999/4
"Review of Interim Financial Information" issued by the Auditing Practices Board
for use in the United Kingdom.  A review consists principally of making
enquiries of management and applying analytical procedures to the financial
information and underlying financial data and, based thereon, assessing whether
the accounting policies and presentation have been consistently applied unless
otherwise disclosed.  A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions.  It is
substantially less in scope than an audit performed in accordance with United
Kingdom auditing standards and therefore provides a lower level of assurance
than an audit.  Accordingly, we do not express an audit opinion on the financial
information.

REVIEW CONCLUSION

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 November 2005.


GRANT THORNTON UK LLP
CHARTERED ACCOUNTANTS
LONDON

28 FEBRUARY 2006


MANPOWER SOFTWARE PLC                                  (Unaudited)       (Unaudited)     (Unaudited)
                                                       6 months ended 30 6 months ended   6 months ended
                                                       Nov 2005          31 May 2005     30 Nov 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the 6 months ended 30 NOVEMBER 2005         Note
                                                       £                 £               £

Turnover                                               2,144,974         3,866,345       2,043,121

Cost of sales:
Third party costs                                      (12,967)          (32,203)        (65,362)
Selling and operational expenses                       (2,328,011)       (2,063,935)     (1,987,344)

Gross (loss)/profit                                    (196,004)         1,770,207       (9,585)

Administrative expenses                                (655,104)         (696,692)       (735,193)

Operating (loss)/profit                                (851,108)         1,073,515       (744,778)

Interest receivable                                    9,176             1,547           6,187

Interest payable                                       -                 -               (332)

(Loss)/profit on ordinary activities before            (841,932)         1,075,062       (738,923)
taxation

Taxation                                               (854)             (1,439)         (6,044)

(Loss)/profit on ordinary activities after             (842,786)         1,073,623       (744,967)
taxation

Dividends                                              -                 -               -

(Loss)/profit retained                                 (842,786)         1,073,623       (744,967)

(Loss)/earnings per share

Basic                                           3      (1.90)p           2.38p           (1.68)p
Diluted                                         3      n/a               2.33p           n/a



STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

                                                               (Unaudited)   (Unaudited)   (Unaudited)
                                                               6 months       6 months      6 months
                                                                ended 30      ended 31      ended 30 
                                                                Nov 2005      May 2005      Nov 2004
                                                               £             £             £

(Loss)/profit for the financial period                         (842,786)     1,073,623     (744,967)
Currency differences on opening reserves                       (1,452)       10,545        3,355
                                                               (844,238)     1,084,168     (741,612)



MANPOWER SOFTWARE PLC                                    (Unaudited)      (Unaudited)     (Unaudited)
                                                         As at            As at           As at
CONSOLIDATED BALANCE SHEET                               30 Nov 2005       31 May 2005    30 Nov 2004

AT 30 NOVEMBER 2005
                                                                          £               £
Fixed assets
Tangible assets                                          104,479          119,182         152,202


Current assets
Debtors                                                  2,920,338        2,985,472       2,316,399
Cash at bank and in hand                                 266,690          1,465,837       494,394
                                                         3,187,028        4,451,309       2,810,793

Creditors: amounts falling due within one year           (1,485,230)      (1,919,976)     (1,396,648)

Net current assets                                       1,701,798        2,531,333       1,414,145

Total assets less current liabilities                    1,806,277        2,650,515       1,566,347

Creditors: amounts falling due after more than           -                -               -
one year
Net assets                                               1,806,277        2,650,515       1,566,347



Capital and reserves
Called up share capital                                  2,223,154        2,223,154       2,223,154
Share premium account                                    6,456,299        6,456,299       6,456,299
Profit and loss account                                  (6,873,176)      (6,028,838)     (7,133,106)
Equity shareholders' funds                               1,806,277        2,650,515       1,566,347



MANPOWER SOFTWARE PLC                                          (Unaudited)   (Unaudited)   (Unaudited
CASH FLOW STATEMENT                                            6 months       6 months      6 months
                                                                ended 30      ended 31      ended 30 
For the 6 months ended 30 NOVEMBER 2005                Note     Nov 2005      May 2005     Nov 2004
                                                               £             £             £

Net cash (outflow)/inflow from operating activities     6      (1,179,807)   1,008,184     (926,371)

Returns on investments and servicing of finance
Interest received                                              9,176         1,547         6,187
Interest paid                                                  -             -             (167)
Finance lease interest paid                                    -             -             (165)
Net cash inflow from returns on investments and                9,176         1,547         5,855
servicing of finance

Taxation                                                       (854)         (1,439)       (6,044)

Capital expenditure and financial investment
Payments to acquire tangible fixed assets                      (27,662)      (23,864)      (46,094)
Cash (outflow)/inflow before financing and management          (1,199,147)   984,428       (972,654)
of liquid resources

Management of liquid resources
Sale of short term deposits                                    -             -             1,267,840

Financing
Issue of shares                                                -             -             37,320
Loan repayments                                                -             -             (15,160)
Capital element of finance lease rentals                       -             (12,985)      -
Net cash (outflow)/inflow from financing                       -             (12,985)      22,160

(Decrease)/increase in cash                                    (1,199,147)   971,443       317,346



MANPOWER SOFTWARE PLC

NOTES TO THE INTERIM REPORT

For the 6 months ended 30 NOVEMBER 2005


1    BASIS OF PREPARATION

The interim financial statements have been prepared in accordance with
applicable accounting standards and under the historical cost convention.  The
principal accounting policies of the Group have remained unchanged from those
set out in the Group's 31 May 2005 annual report and financial statements.  The
interim financial statements have been reviewed by the Group's auditors.  A copy
of the auditors' review report is attached to this interim report.


2    TAXATION

The tax charge for the interim period relates to profits made in the United
States of America.


3    EARNINGS PER SHARE

                                           6 months ended       6 months ended      6 months ended
                                           30 November 2005     31 May 2005         30 November 2004
                                           £                    £                   £

(Loss)/profit for the financial period     (842,786)            1,073,623           (744,967)

Weighted average number of shares          Number               Number              Number
                                           of shares            of shares           of shares

For basic earnings per share               44,463,086           44,383,053          44,245,086
For diluted earnings per share             N/A                  45,702,541          N/A



4    DIVIDENDS

No dividends have been paid or proposed for the period.


5    PUBLICATION OF NON-STATUTORY ACCOUNTS

The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 240 of the Companies Act 1985.  The
figures for the period ended 31 May 2005, have been calculated from the
statutory financial statements for the year ended 31 May 2005, which have been
filed with the Registrar of Companies.  The auditors' report on those financial
statements was unqualified and did not contain a statement under Section 237(2)
of the Companies Act 1985.


6    NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES

                                                       (Unaudited)      (Unaudited)      (Unaudited)
                                                       6 months ended   6 months ended    6 months ended
                                                        30 Nov 2005     31 May 2005      30 Nov 2004
                                                       £                £                £

Operating (loss)/profit                                (851,108)        1,073,515        (744,778)
Depreciation and amortisation charges                  43,658           55,778           92,800
Exchange differences written off                       12,469           42,022           (25,982)
Decrease/(increase) in debtors                         65,134           (669,073)        (679,558)
(Decrease)/increase in creditors                       (449,960)        505,942          431,147
Net cash (outflow)/inflow from operating activities    (1,179,807)      1,008,184        (926,371)



7    RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

                                                      (Unaudited)        (Unaudited)     (Unaudited)
                                                      6 months ended     6 months ended   6 months ended
                                                       30 Nov 2005       31 May 2005     30 Nov 2004
                                                      £                  £               £

(Decrease)/increase in cash in the period             (1,199,147)        971,443         317,346
Capital outflow from decrease in debt and finance     -                  -               28,145
leases
Change in net debt resulting from cash flows          (1,199,147)        971,443         345,491
Decrease in liquid resources                          -                  -               (1,267,840)
Movement in net debt in the year                      (1,199,147)        971,443         (922,349)
Net funds at the beginning of the period              1,465,837          494,394         1,416,743
Net funds at the end of the period                    266,690            1,465,837       494,394



8    ANALYSIS OF CHANGES IN NET DEBT

                                                      (Unaudited)        (Unaudited)     (Unaudited)
                                                      6 months ended     6 months ended   6 months ended
                                                       30 Nov 2005       31 May 2005     30 Nov 2004
                                                      £                  £               £

Cash at bank and in hand                              266,690            1,465,837       494,394




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