Carlisle Holdings LimitedAnnual Report 2002A Leader in Business Services

Corporate Profile Carlisle Holdings Limited is a transatlantic leader in supplying outsourced facilities services and staffingservices to a broad range of commercial,industrial, and municipal clients. The Company also has a financial services business and a majority interest in BelizeTelecommunications. Carlisle has over 45,000 full and part-time employees and more than 14,500 clients in the United States, the United Kingdom and the Republic of Ireland.

Facilities Services US Carlisle provides facilities services in the United States through its OneSource business. OneSourceis a leader in outsourced facilities services,providing cleaningand value-added buildingand maintenance services to commercial,institutional, and industrial clients.

Business Services UK and Ireland Carlisle’s principal operating businesses are CarlisleStaffing Services, LI Group and CapitolSecurity Services. Carlisle Staffing Servicesprovides temporary and permanent staff toclients in the United Kingdom and Ireland inthe office, professional and industrial marketsand also offers managed human resourcesservices. Celsian is the rebranded publicservices business providingprofessionals in Education, Health and Care.

LI Group is a leading player in the UK market for cleaning and support services to clients in the retail, transport and public sector markets. Also based in the UnitedKingdom, Capitol provides specialized security services, primarily manned guarding, to a variety of clients. The RetailSupport Services business provides merchandising and store support services to retailers and the Event Management business specializes in advisory and staff services for leading sports and music events.

Financial Services Carlisle also operates The Belize Bank and other wholly-ownedsubsidiaries that provide a variety of banking and financial services to bothdomestic and international clients.

Telecommunication Services In addition, the Company has a majority interest in Belize Telecommunications, one of the largest companies in Belize.

Carlisle Holdings Limited is a leader in the services sector in the United States and Great Britain. We offer an impressiverange of services to our clients and focuson finding ways to connect with and fullyunderstand the needs of our clients and our employees. We then respond with cost-effective and innovative service solutions to the many challenges facing both our clients and the industries that they participate in.

Contents02 Letter to Shareholders

Operational Review04 Facilities Services US

OneSource08 Business Services UK

and IrelandStaffing ServicesFacilities Services

14 Financial ServicesThe Belize BankTelecommunication ServicesBelize Telecommunications

16 Consolidated Financial Statements

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In spite of a difficult environment during fiscal 2002, every business at Carlisle succeeded in adding new clients whilestreamlining costs. Positive signs includedexpanded business relationships atOneSource with Southwest Airlines; goodprogress in the transport sector for LI Group;strong performances from our Retail Support Services and Event Managementbusinesses in the UK; and the resilience of our Staffing Services business which outperformed the overall staffing markets. To add to this, both Financial Services and Belize Telecommunications contributedstrong performances in their markets.

In fiscal 2003, we believe our strong andcommitted management teams in the US and UK, supported by continual upgrading of business systems, is up to the challenge of meeting our goals for improved performance in the current year.

Facilities Services In the US, the performanceat OneSource remained disappointing duringthe year in a very competitive operatingclimate. However, it was a year of consolidationduring which system problems were resolvedand the internal structure was reorganized for greater efficiency. Management’s keyobjectives are improving the gross margin,increasing customer retention, continuingcontrol of costs and maintaining strongcontrol over cashflows.

OneSource is not alone in facing the pressureon pricing and margins which is impacting the US facilities services industry as a whole.Nonetheless,we continue to meet the needs of a large and diverse customer base nationwide and there were some very positive new business developments. The focus was on new business and ourStrategic Accounts Group successfullyexpanded existing relationships with Saks Fifth Avenue and Equity Office Properties Inc.

Letter to ShareholdersUp to the Challenge

Carlisle faced dual challenges during the past year – the task of improving profitability at our Facilities Services businesses and the pressure of a weak economic environment on the staffingservices sector. In the context of this environment, a strong performance from our Financial Services and Telecommunications businesses provided a solid contribution to the group’s performance.

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A new Chief Executive has recently beenappointed for the entire Facilities Servicesdivision in the UK and we expect to see the benefits of a more efficient businessstructure in the months ahead.

Financial Services In Financial Services, the Belize Bank once again produced anoutstanding performance. Income fromFinancial Services increased 31 percent, the results reflecting a 33 percent increase in net interest income, driven by a 24 percentincrease in the average loan portfolio of theBank.The business has a solid balance sheetand continues to produce strong cash flowwhich is used to grow our facilities servicesand staffing businesses in addition to fundingthe expansion needs of its own business.

Telecommunication Services BelizeTelecommunications, now consolidated as a subsidiary, had another good year andcontinues to benefit from strong growth incellular and Internet services.

Outlook Carlisle remains a leader in the fragmented business services industry. Our top priority in the current year continues to be returning OneSource to an acceptablelevel of profitability. We are now confident that we have the structure in place to achievethat goal.

I’d like to take this opportunity to thank the staff for their efforts during a difficult year and to thank the shareholders for their support.

Lord Ashcroft, KCMGChairman

Our reorganized sales and marketing team is concentrating on the more profitable lines of business, including the education and corporate accounts. Our continuinginvestment in management reporting tools is helping to improve efficiency as managersreceive information on a more timely basis.

Business Services UK and Ireland In the UK, the Business Services group includesCarlisle Staffing Services and FacilitiesServices businesses: contract cleaning (LI Group), manned guarding (Capitol SecurityServices), Retail Support Services and Event Management.

Staffing Services Carlisle Staffing Servicesproduced satisfactory results for the year in a difficult climate. The division was helped by its overall bias towards temporary andcontract income as income from permanentplacements declined. The Public Servicesbusiness continues to grow and has nowbeen rebranded as Celsian. Our range ofservices, including outsourced HR services,and strong customer relationships will support continued growth in the coming year.

The LI Group ended the year with strongpositions in the retail, transport and publicsector markets. Margin pressure remains achallenge, but we expect our establishedpositions in these specialist markets to continue to grow.

The UK guarding market, in which Capitol is a leading player, remains highly competitivebut we did achieve several new business wins during the year.

The Retail Support Services and EventManagement businesses both turned in good performances.

OneSource, headquartered in Atlanta,Georgia, has approximately 36,000employees providing janitorial, landscaping,commercial interior and exterior painting,general repair and maintenance, and otherspecialized services for more than 11,000commercial, institutional, and industrialclients. OneSource has become a leader infacilities services by being able to offer ourclients a range of highly professional servicesat any number of geographic locations. The one-stop shopping approach is costeffective for our clients, and also presents uswith important cross-selling opportunities.

Facilities Services USOneSource

OneSource principal and notable clients are:Cushman & Wakefield

(Rockefeller Group International)Shorenstein Realty Services

(Shorenstein Group LP)Insignia/ESG Jones Lang LaSalle Inc.Equity Office Properties TrustH J Kalikow & Co. Inc.C B Richard EllisSpieker Properties Inc.General Services Administration (GSA)The United NationsThe World Bank (The International

Bank of Reconstruction and Development)

Saks IncorporatedNeiman MarcusHewlett PackardRaytheonConvergysFlowers Foods Inc.Metropolitan Transportation

Authority (MTA)Southwest Airlines CompanyAmerican Airlines

Pace UniversityLehigh UniversityTufts UniversityTuskegee UniversityUniversity of California (Irvine,

Davis & Berkeley)Verizon Communications Inc.Wells Fargo & CompanyMBNA Bank of AmericaSouthTrust BanksSunTrust BanksAnheuser-Busch Companies Inc./

Busch Entertainment CorporationVillages of Lake-Sumter Inc.Sheraton Corporation Marriott Hospitality CMDHyatt Corporation Starwood LodgingNew York YankeesCincinnati RedsCity of OrlandoCity of Sarasota

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OneSource services include:Cleaning Services Janitorial servicesPorter and matron services Restroom cleaning Trash removal Carpet and floor careWindow cleaning Blind and drapery maintenanceInterior construction clean-upRecycling

Landscape & Golf ServicesLandscape managementGrounds maintenanceInterior plant maintenanceLandscape design/build –

constructionSnow removalSports turf installation

and maintenanceGolf course maintenanceIntegrated pest managementIrrigation system managementAquatic plant maintenanceRides maintenanceTransportation services

Engineering ServicesOperation, Maintenance, Repair, and Upgrade of:Building automation systemsCentral chiller plants and

ancillary equipmentComputer, clean rooms,

and data centersControl systemsElectrical distribution and monitoringFire suppression & life safety systemsHVAC systems (central and distributed)Lighting systemsPreventive & predictive

maintenance systemsSecurity systemsTenant spaces & mechanicalEquipment roomsWater treatment & delivery systems

(potable, process, and waste)

Painting Services and ProductsInterior and exterior preparation

and paintingMaintenance painting programsCleaning and installation of

wall coveringSpecialty coatings (e.g. for industrial

projects)Decorative finishes (e.g. marbleizing,

glazing, graining, and gilding)Electrostatic sprayingFurniture refinishing and

maintenancePainting of acoustic ceiling tilesPressure washingWood cleaning, polishing

and refinishingCaulkingPaint and sundry supplies for

building maintenance

Metal & Marble ServicesMetal and marble restoration,

maintenance Installation, repair and maintenance

of revolving and swing doors

Aviation ServicesAirport janitorialAircraft interior cleaningAircraft ground handling and

equipment maintenanceAircraft fleet appearance consulting Aircraft exterior cleaningBaggage conveyor system

maintenancePassenger loading bridge

maintenance

Other ServicesSpecialty cleaningDistributionHousekeepingMailroomPorteringTransportation services

Facilities Services US

OneSource is a leader in facilities servicesbecause we offer our clients a range ofhighly professional services across the US.The bundled services approach is veryappealing and cost-effective for our clients,and it also presents us with importantopportunities to expand the range ofservices we can offer to existing clients.

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OneSourceA Year of ConsolidationAt OneSource, thepast year has been one of consolidation andrecovery from disappointing results in 2001.With the system problems now behind us,OneSource is focusing on restoring normaloperating margins. Better management of the gross margin and careful containment ofSG & A costs are key objectives. Conditions inthe industry remain challenging with ongoingpressure on pricing and margins impactingthe US facilities services industry as a whole.Therefore, we are taking steps to ensure thatnew business is very competitively priced toattract additional revenues.

Streamlined StructureOneSource hasreorganized its sales and marketing efforts tofocus more strategically on key metropolitanareas and more profitable strategic marketsegments/groupings.

National AccountsLarger clients often havemultiple sites across the country with a varietyof cleaning and maintenance needs. To bestmeet these needs, we have also strengthenedthe Strategic Accounts Group, which wascreated to pursue and manage nationalaccounts in retail, education, aviation,corporate accounts and specialty services.Through this dedicated group, we areexpanding business relationships with keynational clients. To provide the most attractivepricing package and help ease the pressureon gross margins, we offer as many servicesas possible on a bundled basis to thesenational clients.

During the past year, the efforts of theStrategic Accounts Group resulted inexpanded business relationships with SaksFifth Avenue (expanding into their Off Fifth line of stores)and Equity Office Properties.

New ClientsOur focus during the past yearwas on organic growth and we successfullyadded a number of important clients includingthe Pittsburgh International Airport, theHarvard School of Public Health, KaiserPermanente, Pfizer Global in Michigan andTuskegee University in Alabama. Importantadditions to our roster of landscaping clientsincluded the city of Orlando, Marriott’sCypress Harbor Resort in Orlando and Accor,the hotel group that owns Motel 6 and RedRoof Inns across the United States.

Systems UpgradeWe continue to makeinvestments in improved data processing and management reporting tools to give allmanagers the data they need on a timelybasis. Over the next year, these investmentswill create opportunities for more profitableproject management and enhancedadministrative efficiencies.

OutlookAs we move forward into fiscal 2003, OneSource is clearly focused onachieving operating improvements and areturn to acceptable operating profit levels.The opportunities in a growing outsourcedfacilities services sector remain andOneSource, with its national presence, is well placed to benefit when the economyimproves and companies turn to experiencedoutsourced services providers.

Business Services UK and IrelandStaffing and FacilitiesServices

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Carlisle Group operates in the UK andIreland markets for Business Servicesthrough Carlisle Staffing Services, the LI Group, Capitol Security Services, RetailSupport Services and Event Management,employing over 8,000 people on a permanentand contract basis. The Group is wellpositioned to capitalize on the continuingoutsourcing trend in its respective markets.The businesses continually strive for a “close to customers” position andmanagers take an entrepreneurial approachwhile operating in a culture of clear andconsistent accountability.

Carlisle Staffing Servicesmarkets and services include:AccountancyAssessmentBanking resourcesCall centersCare marketCoaching and mentoringDriving and deliveryEducationEmployee leasingHealthIndustrial operativesInformation technologyInsurance clerkingLegal recruitmentOfficeOutplacementOutsourced HR servicesResponse handling managementStore support servicesTesting servicesVendor managed services

Carlisle Staffing Servicesprincipal clients include:AccureadErnst & YoungGuinness UDV IrelandHM Customs and ExciseKPMG The Insolvency Service

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Facilities services include:Retail and commercialAlarm monitoringCCTV operationCommissionairsCustomer service representativesFactory and office cleaning Health and safety risk assessmentHigh level specialist cleaningKeyholdingLoss preventionReceptionistsSecurity consultancySpecialist floor cleaningStore cleaningStore range reviewsStore returns managementStore refits for stock, fixtures

and point of saleWaste management24 hour client security support center

TransportAccident investigationAircraft securityAlarm monitoringCCTV operationEmergency planning supportFreight and baggage screeningIn-transit cleaningKeyholdingRevenue protectionShip and port securityStation cleaningTicketingTrain turnaround cleaning

EventsAdmission and turnstile

managementEvents management and stewardingPublic safety management

Facilities services principal clients include:B&QDairy CrestFirst Great Western TrainsFirst GroupHouse of FraserLondon UndergroundRailtrack/InterserveSainsburysSomerfield/Kwik SaveTescoWest Coast Traincare

Business Services UK and Ireland

Carlisle Staffing Services has over 2,700clients in the markets for office, professionaland industrial staff. We operate in over 70locationsand work with more than 6,000people on a weekly basis. Celsian, ourrebranded Public Services business,employs and places over 1,600 people on a weekly basis operating from 23 locationsacross the UK. Staffing Services also has agrowing role in managed Human ResourcesServices. To succeed, we have to connectwith both clients and candidateson apersonal level, understanding anddelivering what they need at every turn.

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Carlisle Staffing ServicesClose to ClientsStaffing Servicesoutperformed difficult staffing markets during the year as a result of balanced incomestreams and our close relationships withcustomers. Our business in the Office,Professional and Industrial staff segmentswas strongly resilient in maintainingtemporary and contract volumes, althoughincome streams from permanent placementsdeclined. Our growing Public Servicesbusiness, focused on the markets forteachers, nurses and care workers, has been rebranded Celsian and operates from 23 UK business centers.

AcquisitionsTwo bolt-on acquisitions duringthe year deepened our market presence andboth have been successfully integrated. Thefirst was Stirling Recruitment, an establishedmulti-location Office and Industrial staffingbusiness which complements our existingstrength in the south of England. The secondwas CPG, an established London business inthe fields of Office and Professional staff aswell as a developing managed HumanResources business, adding to ourcapabilities in that area.

Outsourced HRClients continue to ask us to come in house and help them developpeople-managed service solutions. We wonnew and extended contracts with Ernst &Young for managed services and the UK’sFinancial Services Authority for permanentplacement management.

In Ireland, we have important managedservices relationships with Guinness andVodafone. Clients also turn to us for responsehandling, assessment, testing and otheroutsourced HR services.

TechnologyWe have always carefullymanaged our investment in technology tomaximize the benefits to clients and jobcandidates and we continue to do so. Ourfront office capabilities have been upgradedwhile password protected internetcommunication has been successfullypiloted, establishing easy access toinformation for both clients and workers.

Vision To create and deliver exceptionalstaffing services to our education, health and social care customers, we successfullyrebranded our Public Service business asCelsian as part of a national evolutionaryprocess to keep us ahead of changes alreadyhappening in the marketplace. Operating nowunder one strong brand we are better placedto provide our clients and candidates with aservice that is better, more cost effective andmore relevant to the individual. As a result, we will be able to invest more in recruitment,retention, technological innovation, trainingand development and new services.

The Right PeopleOur continued successdepends on having the right people bothrunning our business and as qualified jobcandidates. Attracting and retaining the topindividuals is essential and we have been able to do so because we understand andaccommodate the needs of a very diverseworkforce. We expect ongoing growth as our committed and capable people continueto find committed and capable workers to satisfy our clients’ needs.

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Business Services UK and Ireland

The Facilities Services business operatesthroughout the UK and Ireland through LI Group, Capitol Security Services, RetailSupport Services and Event Management.LI Group employs 4,500 people providingcontract cleaning and support services at800 sites. Capitol Security Services is one ofthe UK’s leading providers of manned guardsfor retail and anti-terrorist security employingmore than 3,500 officers. We focus on sectorspecific solutions in retail, transport, publicsector, maritime/airports and retail/eventsserving such well known clients as Marks &Spencer, Tesco and Somerfield.

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Facilities ServicesSector Focus The LI Group is organized toserve clients in the retail, transport and publicsector markets. At the retail level, we are oftenon site during store hours while the public isthere, so we are responsible for both cleaningservices and maintaining our client’s imageand reputation.

New Clients LI Group continues to both winnew contracts and extend the services itoffers to existing clients. Excellent newbusiness was gained during the year withVirgin and West Coast Trains in the transportsector. A good example of success in servingthe needs of a demanding retail client is therange of services we provide to twelve largedepartment stores within the House of FraserGroup – we deliver consistently clean storesrequiring monitoring and janitorial services as well as planned specialist cleans. LondonUnderground became a client during the yearand we are responsible for a number of majorLondon stations where we monitor activityand support with our security officers and management.

Growth In a fragmented industry, CapitolSecurity Services delivers guarding, patrol,keyholding, alarm response services andremote closed circuit television (CCTV)monitoring and has continued to pursueacquisitions that allow us to expand ourgeographic reach, add new clients orspecialties to our roster, and enjoy theeconomic benefits of consolidation.

In the past year, the acquisition of PentagonSecurity helped us satisfy all those goals.Pentagon considerably expands ourpresence in the provision of security servicesto the distribution marketplace and addedclients including Somerfield/Kwik Save and Wincanton. We now have sufficientexperience in this sector to further developour presence.

Consolidation The UK manned guardingmarket remains highly competitive and we arein the process of a reorganization at CapitolSecurity that will result in a more disciplinedcost structure and improved efficiency. To this end, we exited some peripheral and non-profitable businesses during the year. The management team has beenstrengthened and will be supported andchallenged against a clear framework for success.

Retail Support Services This businessspecializes in merchandising and storesupport services to the DIY and increasinglyto the grocery retailing markets.

Event Management We further developed our relationships this year with existing andnew clients for sport and music events. Majorcontracts include Wembley Arena, Lords andThe Oval cricket grounds, several leadingsoccer clubs, as well as the PGA in golf andthe RFU in rugby.

Financial Services/Telecommunication Services

Carlisle Group operates in Belize throughownership of The Belize Bank Limited and other financial subsidiaries and itsapproximately 52 percent stake in BelizeTelecommunications (BTL), one of the largestcompanies in Belize. The Bank achievedrecord results last year by effectively meeting the needs of a diversified range ofcommercial and residential customers. BTL has expanded to meet growingdemands for Internet and cellular servicesand will be ready when the market is open to competition in 2003.

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The Belize BankThe Belize Bank Limited and other wholly-owned subsidiary companies provide a varietyof banking and financial services to domesticand international customers. The Bank alsodelivers a range of international financialproducts, including company formation,secretarial and investment services.The Belize Bank is the largest commercialbanking operation in Belize, with a 48 percentshare of loans and a 46 percent share ofdeposits. Its network of branches and ATM’sin every major town and city provides thecountry’s most comprehensive distributionchannel for financial services. The divisionreported a record result last year withoperating income of $24.7m. Results reflect a 33 percent increase in net interest income,driven by a 24 percent increase in the averageloan portfolio together with an increasedinterest margin. The Belize Bank (Turks andCaicos)Limited, a wholly-owned subsidiary ofthe Belize Bank located on Providenciales inthe British West Indies, now in its third year ofoperation, continues to grow strongly andcontributed over US$2m to the operatingincome of financial services.

A Diversified Portfolio The Bank’s loan portfoliois diversified to minimize the risk of exposureto a particular market segment. Commercialloans to major industries in Belize, includingagriculture, tourism and distribution, accountfor approximately half of the portfolio. Thebalance is comprised principally of consumerloans and residential mortgages. Strict creditcontrols ensure that loan growth is balancedwith sound loan quality.

Belize TelecommunicationsCarlisle Group owns approximately 52 percentof Belize Telecommunications Limited (BTL),which operates under an exclusive licenseuntil December 29, 2002, covering bothnational and international telecommunicationsservices in Belize. The terms of a new licenseare presently being negotiated with thetelecommunications regulatory body inBelize. BTL has built and manages a moderncountrywide network to provide fixed,wireless and cellular systems to a growingnumber of customers.

Revenue growth last year was driven by high demand for services such as Internet,cellular and data services. For the year, BTL’srevenues were up 11percent and net earningsrose 30 percent.

New communication rates were introduced on December 1, 2001, in preparation for theintroduction of competition in 2003. The new tariff structure lowered call usage rates, Internet rates and cellular rates, and increasedlocal fixed charges.

Continued Growth BTL enjoyed continuedsuccess with pre-paid cellular services and the number of customers for these servicesquadrupled during the year to more than40,000. A variety of service building options and flexible billing plans are being introduced to provide more value to customers.

Other Highlights BTL has invested in a moderndigital GSM cellular network to meet demandfor high-quality cellular service at competitiverates. A new subsidiary, BTL Digicell, willmanage this service.