focus solutions group plc
annual report and accounts 2010
focus solutions group plc    annual report and accounts 2010 key highlights
overview
01 key highlights
02 focus at a glance
06 our markets at a glance
business review
08 chairman’s statement
10 chief executive’s report
14 finance director’s report
16 directors 
governance
18 directors’ statement on corporate governance
20 directors’ report 
23 remuneration and nomination committee’s report
focus solutions group plc ifrs consolidated 
financial statements
26 independent auditor’s report 
27 consolidated income statement
28 consolidated statement of comprehensive income
28 consolidated statement of changes in equity
29 consolidated balance sheet
30 consolidated cash flow statement
31 notes to the consolidated financial statements
focus solutions group plc company financial 
statements
48 independent auditor’s report
49 company balance sheet
50 notes to the company financial statements 
55 directors, advisors and shareholder information
Focus Solutions is a leading provider of software and consultancy 
solutions to the financial services industry. We enable our clients to 
automate the delivery of financial products and services to their 
customers across multiple distribution channels in a rapid and 
efficient manner.
We deliver these capabilities to organisations at the forefront of  
the financial services industry including Independent Financial 
Advisers (“IFAs”), bancassurers, wealth managers, product  
providers and mortgage lenders, and across a range of  
products such as investments, pensions, protection, mortgages 
and general insurance.
 fy2010 fy2009 fy2008 fy2007
 £000 £000 £000  £000
turnover 9,849 9,601 8,600 7,908
operating profit 1,917 1,600 1,190 990
operating profit 
before exceptional costs 2,265 1,706 1,461 1,199
profit before tax 2,036 1,777 1,400 1,035
contents 01
focus solutions group plc  
annual report & accounts 2010 01
 09 10 09 10 09 10
revenue
£9.85m  
+3%
adjusted operating 
profit
£2.27m  
+33%
profit before tax
£2.04m  
+15%
key financial highlights
 total revenues up 3% to £9.85 million  
(FY2009: £9.60 million)
 adjusted operating profit* up 33% to £2.27 million 
(FY2009: £1.71 million)
 EBITDA before exceptional items up 42% to  
£2.85 million (FY2009: £2.01 million)
 profit before tax up 15% to £2.04 million  
(FY2009: £1.78 million) 
 net operating margins 19% (FY2009: 17%)
 net cash balance £2.40 million  
(FY2009: £4.00 million)
 earnings per share:
 fully diluted earnings per share 4.75 pence 
(FY2009: 5.26 pence)
 adjusted fully diluted earnings per share  
6.18 pence (FY2009: 5.43 pence)**
Notes
**Adjusted operating profit comprises operating profit before exceptional items
** As a result of the recognition of a deferred tax asset, the Directors consider that  
it is appropriate to provide information on a pre-deferred tax fully diluted earnings 
per share basis
£9.60m
£1.71m
£1.78m
£9.85m £2.27m £2.04m
financial highlights 
operating highlights
 significant new contract wins during the year 
included:
 Mastek £2.75 million
 Tenet £2.00 million
 
AWD Chase de Vere £1.40 million
 HSBC went live with phase 2 of their wealth 
management Point-Of-Sale solution to over  
400 users
 US Patent granted to enable entry into the 
strategically important US market
 appointment of Ron Whatford as a Non-Executive 
Director to the Board of Directors
 contract extension with Assureweb, enabling the 
Group to share in the transactional based revenue 
for all electronic applications that are submitted 
via the portal within focus:360°
 achieved ‘Superior’ rating from Investor in 
Customers (“IIC”) for the service experience 
enjoyed by the Group’s customers
 major progress in transition of business model 
towards higher licence revenues
 global growth plans, underpinned by  
Mastek contract win, enabling Mastek to  
resell focus:360º across North America,  
Europe and Asia Pacific regions
 Entered the new financial year with the Group’s 
strongest ever pipeline 02
focus solutions group plc  
annual report & accounts 2010
overview
focus at a glance
our approach
At Focus we adopt a unique position as a software provider 
in the financial services market. We bring together an 
unrivalled set of capabilities to enable organisations to:
 maximise the value of the technology to their business
 increase the speed to market of their new solution 
 mitigate risk across their project
These competencies incorporate:
 an agile multi-channel technology platform
 extensive domain knowledge
 tried and trusted delivery approach
 innovative training capabilities
The financial services world is evolving and forward  
thinking organisations are looking at how to structure their 
businesses to engage most effectively with their customers. 
Equally, consumers want their financial services organisation 
to provide them with choice and convenience, allowing them 
to interact across a range of channels, such as branch, 
internet and mobile, at any time and from any location.
In addition organisations also want to distribute financial 
products across a range of channels, using a single solution 
that allows them to adopt a consistent approach across their 
processes and delivers a single view of their customers.
These key market factors were the drivers behind the 
development of focus:360°, our market leading multi-
channel distribution solution. 03
focus solutions group plc  
annual report & accounts 2010
“ focus:360º supports any channel, any sales process, 
any product and any advice model that financial 
services organisations wish to deploy .”
  focus:360° consumer – a consumer facing portal, 
providing an online channel through which clients can 
view their own financial product information and execute 
a guided purchase of simplified products.
  focus:360° life & pension extranet – an agile multi-
channel framework that facilitates electronic trading to 
support new and existing distribution channels.
  focus:360° mortgage extranet – an intermediary and 
consumer mortgage portal enabling mortgages and 
related products to be processed and serviced online.
  TestMeOnline – an innovative training and competency 
(T&C) monitoring solution which is available either as a 
standalone application or integrated within focus:360°.
focus:360°
focus:360° supports any channel, any sales process,  
any product and any advice model that financial services 
organisations wish to deploy, allowing it to be used for a 
variety of sales automation projects from point of sale to 
multi-channel implementations. It also currently addresses 
over 25 client need areas such as maximising pension, 
saving for the future or purchasing a house.
focus:360° incorporates front, middle and back office 
capabilities within a single solution and can be used to 
distribute a wide range of financial products such as 
investments, pensions, protection, mortgages, retirement 
and general insurance. In addition, it can support online 
testing and competency management as part of the overall 
solution through TestMeOnline.
Through our understanding of our key market sectors’ 
requirements we have developed a number of tailored 
versions of focus:360° including:
  focus:360° multi-channel distribution – a leading 
multi-channel sales automation solution which can 
distribute a range of financial products for global 
organisations.
  focus:360° wealth management – a holistic financial 
planning product offering a range of Wealth Management 
functionality to service High Net Worth (“HNW”) clients.
  focus:360° life & pension distribution – a 
straightforward point of sale solution for protection, 
retirement and investment products.
  focus:360° mortgage distribution – a flexible end to 
end mortgage sales processing solution covering 
mortgages, protection and general insurance products. overview
04
focus solutions group plc  
annual report & accounts 2010
focus at a glance focus at a glance continued
services
At Focus we believe that when financial services 
organisations are considering a technology change 
programme giving due consideration to processes and 
people as well as minimising the risks associated with 
delivering such a solution is critical to the success of the 
project.
Therefore in addition to focus:360° we provide a range of 
services which encompass all aspects of a multi-channel 
project including:
tried and trusted delivery approach
Our services span the key elements of an implementation 
including:
  methodology – tried and trusted process with 
supporting documents and change management 
systems to minimise risk across the project.
  product consultation – guidance on mapping business 
requirements to our product functionality.
  change management – support with managing change 
across the organisation during the implementation of 
new technology, including developing close relationships 
with individual departments.
  programme management – dedicated expertise to 
manage the different strands and parties across the 
implementation.
  training – user training to ensure the value of the  
system is maximised.
  communications planning – development of an 
integrated communications plan to support effective 
internal and external marketing of new technology.
extensive domain knowledge
Through our in-house industry experts, we not only have an 
unrivalled understanding of the global regulated financial 
services market, but, additionally, have detailed knowledge 
about the internal processes deployed by different financial 
services organisations. This enables us to advise on best 
practice business processes and an effective operating 
model to meet our customers’ objectives, as well as being 
able to audit existing processes and systems for regulatory 
and industry bench-marking purposes.
Our services can be categorised into two distinct areas:
need identification / audit:
  compliance and training & competency (“T&C”) 
audit – evaluation of business processes against 
regulatory and industry standards for compliance 
and T&C.
  IFA extranet audit – assessment of the usability and 
functionality of customer extranet platforms from the 
perspective of both the adviser and best practice 
industry standards. 
  Investor in Customers (“IIC”) audit – understanding of 
how the service provided by our clients is perceived by 
their customers and how this impacts their business.
process optimisation:
  Business Process Optimisation – guidance on the 
most appropriate operating model for an organisation 
and how best to align internal processes to the new 
technology solution.
  production of new compliance and T&C processes 
– advice on how to implement processes to ensure 
compliance with Financial Services Authority  
(“FSA”) regulation. 05
focus solutions group plc  
annual report & accounts 2010
our customers and partners
Focus has successfully implemented around 80 sales 
automation projects ranging from complex multi-channel 
installations to individual point of sale solutions. Our clients 
include 8 out of the top 10 UK life & pension providers,  
a number of leading bancassurers including HSBC and 
Barclays, several major distributors and wealth management 
players such as AWD and St. James’s Place, as well as a 
number of mortgage providers.
innovative training capabilities
As well as helping our customers to maximise the use and 
adoption of new technology through our technology training 
services, we also provide people development solutions 
through qualifications and skills training to ensure staff are 
adequately trained to meet the regulatory and business 
needs of the organisation. Our training capabilities support 
our clients from training requirements identification through 
to delivery of courses, materials and evaluation.
  training needs analysis – determines the training  
and development needs of organisations to ensure  
a quantifiable return for their business.
  training design – tailored courses and materials to  
meet the unique requirements of each organisation  
and support in-house training programmes.
  skills training – programmes that enable staff to excel 
in areas such as leadership, selling and presenting.
  qualifications courses – a range of professional 
qualifications to support the personal development 
needs of our clients.
Focus is closely aligned with the major examining bodies so 
you can be confident that our training services and materials 
are of the highest standard. 
Focus prides itself on developing long lasting, mutually 
beneficial partnerships with leading organisations across 
the financial services industry. We have developed strategic 
relationships to ensure we are utilising the most appropriate 
technology within our solutions and that our clients benefit 
from the seamless transfer of data across applications.
Our customers include:
  AEGON Scottish 
Equitable
 Assureweb
 Aviva
 AWD Chase de Vere
 AXA
 Bank of Ireland
 Barclays
  Co-operative Financial 
Services
 HSBC
 Legal and General
 Mastek
 Openwork
 Prudential
 St. James’s Place
 Tenet
Our partners include:
  Assureweb
  Barrie & Hibbert
  Chartered Insurance 
Institute
  Chartered Institute 
of Securities and 
Investments
  Cobent
  Financial Express
  Financial Services Skills 
Council
  IFS School of Finance
  Mastek
  Microsoft
  Tieto
  Trigold overview
06
focus solutions group plc  
annual report & accounts 2010
our markets at a glance
global trends in financial services
The financial services industry is constantly exposed to 
change, presenting opportunities and challenges for all 
players within the market. For 2010, the key trends impacting 
our markets are likely to be as follows:
1. regulation
Regulation within the financial services sector is a factor
that needs to be considered by all parties operating in  
the market on an ongoing basis. In addition to the Retail 
Distribution Review (“RDR”), which will require a move  
from commission based to fee based remuneration and  
an increase in professional qualifications as well as clarity  
on the services provided by advisers and financial services 
organisations, market participants will also need to consider 
legislation on risk management and treating consumers fairly.
The RDR will require the following mandatory changes:
  a change in systems used by both advisers and product 
providers to manage fees.
  all advisers will need to hold the Level 4 Diploma 
qualification.
  all advisers will have to review their business models  
to decide whether they are to provide ‘independent’  
or ‘restricted’ advice and clearly outline this to their 
customers.
In addition to the required changes, the RDR is also 
prompting the following trends in the market:
  A move by product providers and retail banks to look  
at distributing products directly to consumers.
  With the introduction of fees, IFA firms are looking at  
how they can serve the more wealthy consumer sectors, 
effectively competing with traditional wealth 
management firms.
New regulations are also expected to tighten capital, liquidity 
and risk management rules and will require banks to: 
  provide a single view of the risk associated with each 
customer. This will require information to be aggregated 
across the differing channels that banks use to 
communicate and distribute products to clients.
how Focus is responding
focus:360° wealth management and focus:360° life & 
pension distribution have been designed to support 
organisations transitioning to a post RDR world. The 
solutions enable adviser firms to devise a full range of 
consumer agreed charging models, including the mandated 
fee-based charging. In addition, both products incorporate 
training and competency as part of the overall solution 
providing functionality to manage advisers training 
programmes to the Level 4 qualification as well as  
ongoing CPD monitoring required post RDR.
Focus can also through our range of training services 
provide skills and professional qualification training courses 
to advisers taking the Level 4 qualification.
Throughout this year we have dedicated a lot of time 
developing our direct to consumer capabilities, working 
alongside major players within the financial services 
industry, and have a selection of innovative concepts to 
assist organisations exploring this channel.
In response to the banks’ requirement to gain a single view 
of their clients’ risk, in order to meet the new legislation on 
risk management, focus:360° as a single platform can 
deliver a holistic view of the customer and can also  
integrate with any internal system to ensure that data  
is pre-populated.
2. meeting the challenge of core systems 
and data integration
Many banks have fragmented systems as a consequence of 
serial mergers and are now appreciating that this may affect 
their ability to integrate and then aggregate data to obtain a 
more comprehensive view of the risks they are managing. In 
addition, they are also aware that they require a more joined 
up view of a customer’s total portfolio of products in order to 
effectively “up” and “cross” sell and develop deeper client 
relationships. Therefore the main priority in 2010 in this area 
is likely to be data integration in the context of large 
infrastructure improvements.
how Focus is responding
As focus:360° multi-channel distribution is a single platform 
supporting several channels, it enables banks to gain a  07
focus solutions group plc  
annual report & accounts 2010
single view of the customer as well as their associated risk 
and provisions, allowing them to meet stringent regulation. 
We have several years’ experience of integrating our 
solutions with banks’ internal systems to ensure non-
duplication of data and have successfully managed multiple 
integrations, across multiple operating systems for some of 
our major bancassurer clients. 
3. how to grow in weak markets
In 2010 it is likely that the industry will see tighter competition 
as organisations such as banks, major distributor firms  
and IFAs look to take market share in the most profitable 
customer segments, particularly the mass-affluent segment, 
which offers a rich source of deposits as well as more 
profitable and less risky customer relationships.
In order to succeed there will need to be a deeper 
understanding of the needs of each segment with a focus on 
adding value and building stronger customer relationships. 
Banks, distributor firms and IFAs are therefore likely to 
focus on:
 their customers’ overall relationships 
 customers’ lifestyle preferences and behaviours
  alternative products, channels and experiences for 
meeting those preferences
how Focus is responding
Our focus:360° multi-channel distribution product can, from 
a single platform, support any channel that an organisation 
wishes to deploy, allowing them to select the most 
appropriate channel mix for their customers’ preferences 
and behaviours. The channels can also be individualised to 
support different brands and experiences, depending on 
how the customer engages with the organisation. focus:360° 
multi-channel distribution supports over 25 client agendas 
and therefore focuses on what the customer is trying to 
achieve, helping organisations to foster deep client 
relationships.
As well as our market leading product, we have also delivered 
solutions to both Bank of Ireland Life and HSBC for their 
mass affluent segments, giving us a wealth of knowledge on 
how to address this growing sector on behalf of our clients.
4. financial planning needs will continue 
to grow globally
Demand for financial services in emerging markets is being 
driven by rapid increase in economic activity, disposable 
income and personal savings. China and India are 
becoming important target markets for our customers as 
they search for growth. To satisfy their ambitions in these 
regions, our customers will need to invest in flexible, 
scalable systems capable of operating across many 
geographical markets and under different regulatory 
regimes. 
how Focus is responding
Focus has identified the Asia-Pacific (“AsiaPac”) region as  
a key target for expansion. In the new financial year, we are 
looking to establish a presence in Hong Kong to support  
our business development efforts in this area. Our software 
assets and supporting services are an excellent fit with  
the requirements of this market and we are already seeing 
significant interest in our products.
5. growing ‘At Retirement’ market
Watson Wyatt research predicts that the ‘At Retirement’ 
market in the UK could grow by more than 60% in the next 
five years to reach £23.1 billion. Figures by the consulting 
firm put the current size of the market at the end of 2008 at  
£14.1 billion. The growth is being driven by the increasing 
number of people approaching retirement in the next five to 
ten years and offers considerable opportunities for product 
providers and financial advisers alike. It is currently an 
enormous growth area underserved by technology and 
hence advisers in this market will be looking for suitable 
solutions to assist with their requirements.
how Focus is responding
We have invested in our focus:360° product suite to ensure 
that it incorporates the functionality that advisers serving  
the ‘At Retirement’ market will need to manage their clients 
requirements in this area, such as access to annuity 
comparison quotes and tools that anticipate hedging 
provision post retirement. The scale at which this market  
is growing will present further opportunities for our software 
as the number of advisers and enquiries expands in line  
with demand. 08
focus solutions group plc  
annual report & accounts 2010
business review
our key strengths
  extensive domain expertise of the regulated 
financial services market
  market leading software products
  proven project delivery of complex multi-
channel projects
  powerful supporting training and competency 
capabilities
The development of focus:360° over the past two years was 
undertaken to transition the Group from a largely professional 
services business building bespoke solutions for, and 
depending on, a few UK financial services companies,  
to a much more focused, market leading specialist software 
business providing multi-channel distribution solutions on a 
global basis. With this objective, the Group has increased 
high margin, licence revenues, improved visibility of ongoing 
revenues and diversified its customer base. During FY2010, 
the Group made real progress in respect of all these targets. 
Looking forward, the Group will continue to pursue this 
strategy and make further progress on these targets.
The investment in product development, which has been 
substantial over the past two years, will persist as we continue 
to invest in developing market leading products. However, the 
level of this investment has peaked and we expect that this will 
reduce significantly in FY2011 and beyond.
operations
In the Chief Executive’s report there is a more detailed review 
of our activities in the year. However, I would like to draw your 
attention to some of the significant events for the organisation 
over the past year. focus:360° wealth management has 
become the system of choice for large Independent Financial 
Advisers (“IFAs”) and IFA networks looking to implement 
technology that will support their business models post the 
Retail Distribution Review (“RDR”). This is reflected in the 
significant contract wins we have achieved with AWD Chase de 
Vere and Tenet. The contract with Tenet also extends the use 
Focus’ market leading solution to small IFA firms and adviser 
firms, helping the Group to penetrate this market further.
chairman’s statement
Alastair Taylor chairman
introduction
I am pleased to report another successful year 
for the Group, with both operating profits before 
exceptional items and sales revenues being in 
line with market expectations. This has been 
particularly impressive considering the economic 
conditions over the last 18 months and is 
testament to the robust strategy of the Group.
We have entered the new financial year with the 
strongest pipeline in our history and this builds 
on significant contract wins for focus:360° in the 
last six months of FY2010 with Tenet, AWD 
Chase de Vere and Mastek. The Group also 
continues to win business with its existing client 
base such as HSBC, demonstrating the strategic 
importance these blue chip clients place on 
Focus’s software and services.
Moving forward, the contract win with Mastek will 
help underpin the ambitious global growth plans 
we have for the Group over the next financial 
year. Mastek will resell focus:360° across North 
America, Europe and Asia Pacific regions and 
has also become a systems integrator for direct 
engagements with clients outside of the UK, 
providing Focus with scalable resource 
capabilities on a global basis.
  09
focus solutions group plc  
annual report & accounts 2010
We continue to deliver large scale 
distribution projects, with both Bank of 
Ireland and the wealth management 
arm of a major UK retail bank going live 
with focus:360° for their advisers in 
FY2010. In addition, during the past 
financial year we completed the 
second phase of HSBC’s multi-channel 
wealth management solution, which 
was rolled out to 400 users within their 
Premier IFA and financial planning 
direct channels. This built on the initial 
deployment of the solution to 1,200 
financial planning managers, 500 
mortgage advisers and 600 premier 
relationships managers and has 
delivered a truly unique multi-channel 
distribution project in the industry. 
At the end of this financial year we 
re-branded The Coaching Platform  
to become part of the overall Focus 
brand and make our Group name 
synonymous with powerful training  
and competency capabilities. These 
capabilities have gone from strength  
to strength since we acquired The 
Coaching Platform in December 2008, 
with the achievement of ‘Accredited 
Training Provider’ from the Chartered 
Institute for Securities and Investment 
(‘CISI’) and our question banks being 
selected by The Chartered Insurance 
Institute (‘CII’) for use by their members.
In November 2009 we were granted  
a patent by the US Patent and 
Trademark Office for electronic forms 
and data verification, covering the 
Group’s innovative suite of highly 
flexible development tools, 
focus:technology. Through achieving 
this US patent, we have provided 
further evidence of the technological 
leadership of the Group as well as 
giving us greater credibility as we  
look to extend our existing successful 
products and services into the  
US market.
Finally, in March 2010, Focus achieved  
a ‘Superior’ rating from the Investors in 
Customers (‘IIC’) for the service 
experience enjoyed by the Group’s 
customers. Our proven delivery track 
record has always been a key asset of 
the organisation and it was heartening to 
see that the Group’s ability to implement 
large scale solutions to the required 
timescales, whilst providing a great 
customer experience, is recognised  
and valued by our customers.
management and staff
As a technology-based company,  
with strong domain knowledge of the 
markets we serve, our success is built 
upon retaining a highly skilled and 
motivated workforce. I would like to 
express my thanks to all our employees 
for their efforts over the past year. The 
enthusiasm, commitment and loyalty of 
our staff remain vital in enabling the 
Group to deliver on its strategy.
During the year we welcomed Ron 
Whatford as a Non-Executive Director. 
Ron previously held several senior 
executive roles across the Lloyds 
Banking Group and has brought to the 
Group a wealth of experience in the 
retail banking industry.
outlook
In addition to continuing our focus  
on the UK enterprise market, we will 
also look to expand our customer base 
by distributing our solutions through 
partners and delivering a Software as 
a Service (‘SaaS’) proposition to 
smaller adviser firms. We are also 
seeing significant opportunities for our 
solutions beyond the United Kingdom 
and Ireland, particularly across Europe 
and in Asia Pacific and it will be a key 
objective of the Group in the year 
ahead to enhance our presence in 
these regions.
As has been previously outlined, the 
Group has a clear strategy for growth 
and the Board is looking to accelerate 
the development of its business by a 
combination of partnerships, joint 
ventures and strategic acquisitions.
During FY2010, the Group successfully 
applied to the court for the cancellation 
of its share premium account, thereby 
creating distributable reserves. This 
will allow the Company to pay a 
dividend to shareholders in the future. 
The Board will continue to keep this 
under constant review.
The new financial year has started  
well and trading remains in line with 
management expectations. We are 
building a solid pipeline across all  
our propositions and we continue  
to see demand being driven by 
regulation, particularly the RDR.
Alastair M Taylor
Chairman 
8 June 2010
“ We have entered the new financial  
year with the strongest pipeline in  
our history.” 10
focus solutions group plc  
annual report & accounts 2010
business review
chief executive’s report
overview
The Group continues to execute on its stated strategy and 
during the past year we have grown the volume of revenue 
generated through licence sales as well as diversifying our 
customer base by securing contracts with the likes of AWD 
Chase de Vere, Tenet and Mastek. We have also started to 
enjoy some success in expanding the organisation globally, 
beyond our traditional UK and Irish markets. In particular, our 
contract win with Mastek extends the Group’s reach into North 
America, Europe and Asia Pacific.
Investment in focus:360° remains a priority of the Group. We 
have continued to invest in developing additional functionality 
to support our target markets with transitioning their business 
models in line with regulatory requirements such as the RDR. 
This regulation will continue to drive demand for focus:360°, 
TestMeOnline and our supporting services over the next few 
years and we expect to attract significant opportunities as the 
deadline for implementation draws nearer.
We see the scrutiny on the global retail banking sector 
continuing throughout this financial year, with increasing 
pressure on banks to demonstrate compliance and risk 
management. We are well placed to assist them with 
achieving these goals, through both focus:360° and our 
focus:enterprise propositions.
As a Group we pride ourselves on our unique offering to  
the financial services sector. Not only do we have a market 
leading solution in focus:360°, we also provide our clients with 
deep domain knowledge of both the market and their internal 
processes and have a proven delivery track record as well as 
powerful training and competency services. We believe this 
set of capabilities is unrivalled in our sector.
business performance
The Group again achieved record revenues and profits before 
tax in FY2010. Turnover increased by 3% from £9.60 million in 
FY2009 to £9.85 million in FY2010. This growth was driven 
principally through increased licence sales of focus:360° 
software, supported by professional service revenues 
provided to HSBC Bank plc and other established customers. 
At the trading level, operating profit before exceptional costs 
increased by 33% from £1.71 million to £2.27 million. 
strategic objectives
  become the vendor of choice for 
multi-channel distribution projects 
for national and global financial 
services organisations
  expand the usage of focus:360°  
to the mid market through 
partnerships
  increase the proportion of revenue 
derived from customers outside the 
UK and Ireland
  increase percentage of turnover 
from licences, transactions and 
other forms of recurring revenue
Richard Stevenson chief executive 11
focus solutions group plc  
annual report & accounts 2010
Basic and diluted earnings per share 
for the year ended 31 March 2010 were 
5.29 pence per share and 4.75 pence 
per share, compared with 5.85 pence 
for basic and 5.26 pence for fully 
diluted earnings per share for the year 
ended 31 March 2009. Our preferred 
measure of earnings per share, which 
excludes the impact of the recognition 
of tax losses which arose in the initial 
stages of the Company’s development, 
is pre-deferred tax adjusted EPS. 
Using this measure, ‘adjusted’ basic 
EPS have increased to 6.88 pence 
from 6.03 pence last year and 
‘adjusted’ fully diluted EPS have 
increased to 6.18 pence from  
5.43 pence.
As at 31 March 2010, cash deposits 
totalled £2.40 million (FY2009: £4.00 
million). The Group also has unused 
bank facilities totalling £0.75 million 
should we require them. The balance 
sheet remains debt free.
markets
Through our focus:360° product  
suite, TestMeOnline and our range  
of supporting training and consultancy 
services we have compelling 
propositions for each of our core 
markets: global retail banks, wealth 
managers, building societies, life  
and pension providers and the largest 
IFAs and IFA networks. We also have  
a clear understanding of the drivers 
and issues facing these organisations 
and have tailored our solutions to fulfil 
those requirements.
The key trends and issues being 
experienced across the financial 
services sector are favourable for  
the Group’s strategy and we are  
well positioned to capitalise on the 
opportunities that they present. 
partners
It would be impractical for Focus  
to seek to develop every element  
of a multi-channel distribution solution 
itself; instead it is important for the 
Group to seek out ‘best of breed’ 
partners to provide key components. 
To this end, we have established 
strategic partnerships with Barrie & 
Hibbert, Assureweb and others. 
Partners also play an important part  
in the Group’s expansion strategy, 
particularly in providing scalability 
outside of our traditional markets. Our 
recent partnership with Mastek is an 
excellent example of how Focus is 
working with large industry players  
to secure market share globally. 
“ Our contract win with Mastek extends the 
Group’s reach into North America, Europe 
and Asia Pacific.” 12
focus solutions group plc  
annual report & accounts 2010
business review
strategy
Our strategic goals are clear:
  to become the vendor of choice for multi-channel 
distribution projects for global retail banks. Through our 
investment in focus:360° we have developed a solution 
that transforms the experience that banks are able to 
provide to their customers by supporting any channel, 
any sales process, any product and any advice model 
from a single platform. Our solution also enables banks 
to achieve a single view of their customers, allowing 
them to have a consolidated view of any risks  
associated with each client as well as potential ‘up-sell’ 
opportunities. The capability of this solution is unrivalled 
in the retail banking market.
  to expand the usage of our solutions in the mid  
market by delivering a SaaS model through strategic 
partnerships to service organisations with fewer  
than 50 users.
  to establish a presence within the AsiaPac region.  
The increasing number of affluent individuals in the 
AsiaPac region means that this is a key growth region  
for the Group. Our market leading product, focus:360° 
includes the recent innovations we have developed 
around our direct to consumer capabilities making it  
an even more attractive proposition for this market.
  to continue to look to increase the proportion of our 
turnover arising from annually recurring licence and 
support revenues. We have made good progress in  
this respect during the past financial year with 
focus:360° which is designed to be sold on a per  
user per annum basis and is central to continuing  
to deliver this strategic goal.
We recognise that in today’s market, Focus Solutions must 
develop greater scale and our contract win with Mastek will 
provide us with flexible resource capabilities on a global 
basis, enabling us to achieve this. 
The acquisition of The Coaching Platform in late 2008 has 
had a positive impact on the Group and over the past year 
the services provided by our training company have 
become fully integrated within the overall Focus offering. 
We have now re-branded The Coaching Platform under the 
Focus Solutions name and this will see the Group become 
even more synonymous with providing excellent training 
capabilities. It will also add to our combined value 
proposition of market leading multi-channel distribution 
software, in-depth domain knowledge and a tried and 
trusted delivery approach.
Moving forward, one of our strategies will be to extend  
our strong position of delivering multi-channel distribution 
solutions from the financial services sector into other 
verticals, thereby extending our product portfolio, 
expanding our client base and bringing added value  
to our customer base.
Focus is well positioned in the financial services industry; 
we have competitively rewarded, talented individuals  
who have extensive industry knowledge and practical 
experience of implementing multi-channel distribution 
solutions into the largest players in the market. We have 
added training and competency capabilities to this  
expertise so our customers can be assured that they  
have highly skilled staff delivering on their business 
propositions. These qualities combined with our market 
leading technology and a clearly defined strategy mean  
that Focus is at the forefront of software providers in  
our industry. 
chief executive’s report continued 13
focus solutions group plc  
annual report & accounts 2010 13
focus solutions group plc  
annual report & accounts 2010
outlook
Despite difficult economic conditions  
in the last 18 months, we are now 
seeing strong improvements in our  
key markets and the new financial year 
has started positively and in line with 
our expectations. We look forward  
to capitalising on the significant 
opportunities that are developing  
for the Group across both new 
geographical regions and new client 
markets, as well as those being driven 
by regulation enabling us to continue  
to develop a successful, consistently 
growing and cash generative business.
Richard J Stevenson
Chief Executive
8 June 2010
“ We look forward to capitalising on the 
significant opportunities that are developing 
for the Group across both new geographical 
regions and new client markets.”
The group has been successfully transitioning the business as follows: 
old business model 
  professional services company 
building bespoke solutions for UK 
financial services companies 
  fixed price or day rate professional 
services 
  high level of dependency  
on HSBC 
  focus on UK and Eire
  direct route to market  
new business model 
  market leading specialist software 
company providing “multi-channel 
distribution solutions” 
  high margin, recurring licence 
revenue
 increasingly diversified customer 
base 
  market leadership – UK and Eire, 
increasingly targeting and winning 
business outside the UK 
  developing channel partners to 
address international 
opportunities  14
focus solutions group plc  
annual report & accounts 2010
business review
  08 09 10
£1.59m
£2.01m
£2.85m
EBITDA before 
exceptional costs
  08 09 10
(£1.16m)
£4.37m
£0.13m
operating cash flow
  08 09 10
10.0
16.0
21.0 total R&D spend as % 
of total revenue
  08 09 10
2
1
3
number of  
customers  
spending more  
than £1,000k  
in a year
financial review
FY2010 has been a record year for the Group in terms of sales 
revenues and operating profits. Group revenues increased by 
3% to £9.85 million (FY2009: £9.60 million). Operating profit 
for FY2010 before exceptional costs increased to £2.27 million 
(FY2009: £1.71 million). With strong growth in software 
licence sales, operating profit margins before exceptional 
costs rose from 18% to 23%. 
Exceptional items comprised restructuring costs, principally 
redundancy costs, costs associated with the termination  
of onerous contracts and costs related to share based 
payments under IFRS2 (FY2009: Exceptional items  
comprised costs related to share based payments under 
IFRS2). After exceptional items, the Group made an operating 
profit of £1.92 million, compared to £1.60 million in FY2009.
key performance indicators
  2010 2009
Revenue £m 9.85 9.60
Licence and support revenue  
 as % of total revenue % 53 18
Operating profit before  
 exceptional costs £m 2.27 1.71
Operating profit before exceptional  
 costs as % of total revenue % 23 18
EBITDA before exceptional costs £m 2.85 2.01
Net cash inflow from  
operating activities £m 0.13 4.37
Total R&D spend £m 2.05 1.55
Total R&D spend as %  
 of total revenue % 21 16
Number of customers spending  
 more than £100k in year no. 8 11
Number of customers spending  
 more than £1,000k in year no. 3 1
taxation
The Group has tax losses of £1.13 million as at 31 March 2010 
(FY2009: £3.68 million). A deferred tax asset of £0.59 million 
(FY2009: £0.97 million) in respect of losses and other timing 
differences has been recognised in full. The result of this 
action is a non-cash charge to the profit and loss account of 
£0.47 million (FY2009: £0.05 million), as the group utilises the 
remaining tax losses.
Martin Clements finance director
finance director’s report 15
focus solutions group plc  
annual report & accounts 2010
profit for the year
Profit for the year of £1.57 million 
compared to £1.72 million in FY2009. 
This decrease is primarily due to 
movements in deferred taxation.
earnings per share
As a result of the deferred tax charge 
this year (and credit last year), the 
basic and fully diluted EPS calculations 
exhibit a high degree of volatility. A 
more stable measure of EPS, which 
excludes the impact of the recognition 
of tax losses which arose in the initial 
stages of the company’s development, 
is pre-deferred tax adjusted EPS. 
Using this measure, ‘adjusted’ basic 
EPS have increased to 6.88 pence 
from 6.03 pence last year and 
‘adjusted’ fully diluted EPS have 
increased from 5.43 pence to  
6.18 pence.
cash flow
As expected, operating cash flow has 
declined compared to last year. This 
reflected the anticipated timing of the 
receipt of payments on two major 
projects in particular. As a result, this 
generated cash inflows from operating 
activities of £0.13 million (FY2009: 
£4.37 million inflow) leading to a net 
cash balance of £2.40 million at the 
end of FY2010 (FY2009: £4.00 million). 
Martin J Clements
Finance Director 
8 June 2010
“ Financial year 2010 has been a record year 
for the group in terms of sales revenues and 
operating profits.”
The Group’s key risks and actions to mitigate them are outlined below:
risks mitigation
business risks:
 
uk recovery from recession stalls
 
expansion into other regions
 
failure to innovate
 
continued investment in product 
development 
 
failure of partnership strategy
 
development of alternative 
suppliers
 
failure to deliver to customer 
expectations
 
revised project delivery 
methodology implemented
 
customer cancellations
 
adoption of best practice 
software development 
techniques
financial risks:
 
company financial performance 
deteriorates
 
rolling forecast reviews and tight 
control over cost base
 
company unable to finance 
growth
 
investor relations programme
 
market expectations not met
 
close contact with key financial 
advisors
compliance risks:
 
health and safety regulations 
breached
 
company health and safety 
policy established
 
failure of accounting systems 
and internal controls
 
investment in training 
 
breach of aim rules
 
established risk assessment 
review process
operational & other risks:
 
physical disaster and business 
continuity failure
 
business continuity plan in place
 
loss of key employees
 
incentive plans and market 
testing of staff salaries
 
loss of intangible assets
 
contractual protection of 
intellectual property rights business review
16
focus solutions group plc  
annual report & accounts 2010
directors
Alastair Taylor 1. 
Non-Executive Chairman
Alastair was previously the President of 
the Global Financial Services Industry 
for Unisys Corporation and a member 
of the Executive Management Board. 
During more than 30 years in the IT 
industry he has held senior executive 
positions in the UK and internationally. 
He has held a number of Non-
Executive board positions in both 
private and public companies and is 
currently Chairman of UniRisX Ltd.  
He also provides consultancy to the 
Venture Capital Industry.
1 2 3 4
Richard Stevenson 2. 
Chief Executive 
Richard was appointed Chief Executive 
of Focus Solutions Group plc in March 
2006. Richard’s previous role was CEO 
and President for Business Agility 
Limited, a systems integrator focusing 
on enterprise class operations software 
and related services. Prior to that  
he was CEO and President of AST 
Europe and brings broad experience 
of developing software based 
technology businesses in a global 
market to the Group.
Martin Clements 3. 
Financial Director
Appointed in June 2003, Martin 
Clements joined Focus from Bond 
International Software Plc, where he 
had been Group Finance Director. Prior 
to joining Bond, Martin worked in a 
number of senior positions with Vickers 
Plc and Eurobell Holdings plc. Martin  
is a qualified chartered accountant  
and holds a BSc from the University  
of Manchester. 
Frank Murray 4. 
Chief Technology Officer 
Frank Murray joined Focus as Product 
Development Manager in May 2000. 
Prior to Focus he spent 18 years in a 
variety of senior technical roles with 
AT&T and Cap Gemini focusing on the 
financial services market. Frank was 
appointed Chief Technology Officer  
on the 1st April 2002. 17
focus solutions group plc  
annual report & accounts 2010
5 6 7 8
John Streets 5. 
Founder and Non-Executive Director
John is the founding director of Focus. 
John has a 20 year track record in  
IT sales and the financial services 
business, working for Honeywell 
Information Systems, Wang 
Computers, Fame Computers and 
Intuitive Systems. John set up the 
Company in 1995 and in 2000 led the 
floatation of the company on the AIM 
market, raising £10 million to further 
fund the Company’s development of its 
technology and solutions. In 2006 John 
assisted the Board to recruit Richard 
Stevenson as Group Chief Executive 
and then changed his role to Non-
Executive Director. John is currently 
working with a number of start up 
software companies.
Martin Fiennes 6. 
Non-Executive Director
Martin spent 9 years as an investment 
manager with Top Technology 
Ventures, the venture capital firm  
that originally backed Focus. He now 
acts as a corporate finance advisor 
working with early stage UK 
technology companies.
Nick Habgood 7. 
Non-Executive Director
Nick is Managing Partner of Azini Capital 
Partners LLP (www.azini.com) a private 
equity fund management firm specialising 
in the acquisition of shareholdings in 
private and public technology companies 
(secondary transactions). Nick has been 
a technology investor for 10 years prior  
to which he held a number of senior roles 
in MasterCard International, Mars 
Electronics International and GKN.  
He has a Masters Degree in Mechanical 
Engineering (M.Eng) from the University 
of Bristol.
Ron Whatford 8. 
Non-Executive Director
Ron joined Focus as a Non-Executive 
Director in June 2009, having spent 
several years with Lloyds Banking 
Group, holding numerous senior  
roles including Managing Director  
of Operations at Scottish Widows  
and more recently Chief Experience 
Officer and Managing Director of  
Store Services at Lloyds TSB. Whilst  
at Lloyds he also operated as a 
member of the Retail Board for the 
Group which he retired from in  
2008. Ron has also held previous 
directorships at Bacs, where he was 
chairman of the board from 2001 to 
2003, and at Link from 2005 to 2007. financial statements
18
focus solutions group plc  
annual report & accounts 2010
directors’ statement on corporate governance
code of best practice
The following corporate governance statement sets out  
the Group’s position as at 31 March 2010. The Board of 
Directors is accountable to the Company’s shareholders  
for the corporate governance of the Group. The Directors 
support the principles of good corporate governance 
contained within the 2006 Financial Reporting Council  
(“FRC”) Combined Code. However, under the rules of the 
Alternative Investment Market (“AIM”) the Company is not 
required to comply with the Combined Code. Nevertheless, 
the Board is committed to the application of good corporate 
governance procedures and accordingly has selected those 
principles and provisions of the Combined Code which they 
consider relevant and appropriate to the Group, bearing in 
mind its size, structure and stage of development. This 
statement sets out how the principles of good governance 
are adhered to by the Board. As the corporate governance 
statement has been prepared voluntarily it has not been 
subject to an audit.
the board and its committees
The composition of the Board is set out on pages 16 and 17.  
The Board currently comprises a Non-Executive Chairman, 
three Executive Directors and four other Non-Executive 
Directors. The senior Non-Executive Director is Martin 
Fiennes. The Company does not combine the role of 
Chairman and Chief Executive.
The Board meets regularly to review not only the current  
state of the business but also to determine its future strategic 
direction. The Board has a formal schedule of matters 
specifically reserved for its decision. All the Directors are free 
to bring any matter to the attention of the Board, at any time. 
The Board met seven times last year.
The Audit Committee is chaired by the Non-Executive 
Chairman and also includes the other Non-Executive 
Directors. The Chief Executive and Finance Director and 
representatives from the external auditors normally attend 
meetings by invitation, but the Committee has the right to 
meet without such persons being present. The Committee 
has formally delegated duties and responsibilities and 
meets at least once a year.
The Audit Committee receives and reviews reports from 
management and the Company’s auditors relating to the 
annual accounts and the accounting and internal control 
systems in use throughout the Group. The Audit Committee 
has unrestricted access to the Company’s auditors.
The Remuneration and Nomination Committee is chaired by 
the senior independent Non-Executive Director and also 
includes the Non-Executive Chairman. The other Non-
Executive Directors, Chief Executive and Finance Director 
normally attend meetings by invitation, but the committee 
has the right to meet without such persons being present. 
The Committee has formally delegated duties and 
responsibilities and meets at least twice a year.
The Remuneration and Nomination Committee reviews the 
scale and structure of the Executive Directors’ remuneration 
and the terms of their contracts. The remuneration and terms 
and conditions of appointment of the Non-Executive Directors 
are set by the Board. The Committee also administers the 
Share Option Schemes and is responsible for approval of 
senior appointments.
The Remuneration and Nomination Committee Report on 
directors’ remuneration and on Group remuneration policy 
giving details of company policy and individual directors’ 
remuneration is set out on pages 23 to 25. The remuneration 
arrangements of the Non-Executive Directors are 
determined by the Board as a whole. The notice period 
provisions contained in the Directors’ service contracts are 
summarised on page 23.
All the Directors have access to the advice and services  
of the Company Secretary and may, in furtherance of their 
duties, take independent legal and financial advice at the 
Group’s expense. They also have access to the minutes  
of the Board, in which any concerns expressed by them 
regarding matters pertaining to the Group are recorded.
attendance at meetings
There were seven board meetings held during the year. The 
board members attended each of the meetings as follows:
    Remuneration 
   and 
  Audit Nominations 
 Board Committee Committee 
 (Max 7) (Max 1) (Max 3)
M J Clements 7  1*  2*
M G Fiennes 7  1  3
N J Habgood 6  –  –
F Murray 6 – –
R J Stevenson 7  1*  1*
J B Streets 7  1*  –
A M Taylor 7  1  2
R Whatford** 5 – –
* Attendance by invitation only
** Appointed 24 June 2009; attended 5 out of a possible 6 Board meetings 19
focus solutions group plc  
annual report & accounts 2010
internal control
The Board is responsible for maintaining an effective system 
of internal controls to safeguard shareholders’ investment 
and the Group’s assets and for reviewing its effectiveness. 
The Directors recognise that no system can provide 
absolute assurance against material misstatement or loss. 
The Group’s system of internal controls is designed to 
manage the risk of failure to achieve business objectives 
and include, but are not limited to:
the Board, which includes four Non-Executive Directors, •	
having overall responsibility for the decision making in  
the Group;
a comprehensive annual planning and budgeting process, •	
requiring board approval, is carried out against which the 
Group’s actual performance is monitored by the Directors. 
Detailed management accounts and financial forecasts are 
compiled and actual results compared to budget on a 
monthly basis;
the Directors have put in place an organisational structure •	
with clearly defined lines of responsibility and delegation  
of authority;
the Group’s management has a clear responsibility for •	
identifying risks facing the business and for putting in place 
procedures to mitigate and monitor those risks which the 
Board ratifies; and
there are clearly defined control policies and procedures for •	
all transactions including appropriate authorisation levels.
The Group’s organisational structure has clear lines of 
responsibility. Operating and financial responsibility for 
subsidiary companies is delegated to operational 
management, including risk assessment. The executive 
management meet regularly to review operating performance 
against agreed targets and objectives. This team, together 
with the Non-Executive Directors, is also responsible for 
resource allocation, internal communication and enforcement 
of the Company’s policies and procedures.
The Board reviews from time to time the need for an Internal 
Audit function and remains of the opinion that the systems  
of financial control are appropriate to the Group’s present 
activities and size and that such a function would be 
unnecessary at this time. 
This report was approved by the Board on 8 June 2010 and 
signed on its behalf by:
M J Clements
Secretary financial statements
20
focus solutions group plc  
annual report & accounts 2010
The Directors present their annual report and the audited 
consolidated and separate company financial statements of 
Focus Solutions Group plc for the year ended 31 March 2010.
 
principal activities
The Company is the parent company for a group of 
companies whose principal activity is the development, 
supply and support of software solutions and associated 
services to the UK financial services market. 
business review
As shown in the Group’s consolidated income statement  
on page 27, the Group’s sales revenues have increased by  
3% over the prior year (FY2009: 12%). The sales growth  
can principally be attributable to increased sales of  
focus:360º software, partially offset by lower professional 
services revenue. 
One of the key measurements of the Company’s 
performance is the number of customers spending more 
than £100,000 per annum. In FY2010, there were 8 
customers spending in excess of £100,000 with the Group, 
with 3 customers spending more than £1 million. In FY2009, 
11 customers spent more than £100,000 with one customer 
spending more than £1 million.
The Company continues to invest in product development 
which has resulted in a number of improvements and updates 
to the Company’s existing propositions. The Directors regard 
such investment as necessary for the continued success in 
the medium to long term future of the business. During the 
year, the Group continued its investment in the development  
of its whole of office solution, focus:360º, combined with 
further improvements in the core software, focus:technology. 
Total research and development expenditure in FY2010  
of £2.05 million equalled 21% of turnover (FY2009: 16%).  
Of this, £1.72 million relating to the development investment  
in focus:360º has been capitalised in FY2010 under IAS 38. 
The Company’s other key measurements of effectiveness of 
its operations include gross and net operating margins. In 
FY2010, our gross margin was 62% (FY2009: 53%). In the 
medium term, we expect our gross margins to improve with 
the shift in sales mix from lower margin professional services 
to recurring licence revenues. 
The balance sheet on page 29 shows the Group’s  
financial position at the year end. The net assets position  
at the year end is stronger than ever at £9.7 million  
(FY2009: £7.8 million), while cash balances decreased  
from £4.00 million to £2.40 million.
A more detailed review of activities and developments in the 
Group is contained in the Chairman’s statement on pages 8  
to 9, the Chief Executive’s report on pages 10 to 13 and the 
Finance Director’s report on pages 14 to 15. 
directors’ report
for the year ended 31 March 2010
future prospects
The Board believes that the Group is well positioned for the 
future. The uncertainty in the financial markets has made 
market conditions difficult and those difficult conditions have 
been prolonged. However, in the second half of FY2010 we 
won a number of important new contracts and see no reason 
to revise our view that the successful launch of the focus:360º 
whole of office solution will ensure that the Group is well 
positioned to benefit from any recovery in the UK and  
Ireland and from opportunities which are beginning to  
arise in other markets. 
results and dividends
The results of the Group for the year are set out in detail  
in the consolidated income statement on page 27. During 
FY2010, the Group successfully applied to the court for the 
cancellation of its share premium account, thereby creating 
distributable reserves. This will allow the Company to pay  
a dividend to shareholders in the future. The Directors are  
not recommending the payment of a dividend at this time 
(FY2009: £nil), but will continue to keep this under review 
directors and their interests
The Directors who served during the year were as follows:
Executive Directors
Richard Stevenson 
Martin Clements 
Frank Murray
Non Executive Directors
Alastair Taylor 
John Streets 
Martin Fiennes 
Nick Habgood 
Ron Whatford (appointed on 24 June 2009)
The interests of the Directors in the share capital of the 
Company are shown in the Remuneration and Nomination 
Committee’s report on pages 23 to 25. 
proceeds from share issues during the year
A total of £32,000 (FY2009: £1,500) was received in 
proceeds from the exercise of share options during the year. 
substantial shareholdings
On 3 June 2010 the company had been notified of the 
following holdings of 3% or more of its issued share capital.
  Number of shares %
Azini Capital Partners LLP  8,595,686 29.01
John Streets  8,000,000  27.00
Liontrust Investment Services  3,273,761 11.05
Oryx International Growth Fund  1,440,000 4.86
Octopus Investments Limited  969,170 3.27
No other person has reported an interest of more than 3% in 
the ordinary shares. 21
focus solutions group plc  
annual report & accounts 2010
going concern
After making enquiries, the Directors consider that the  
Group has adequate resources to continue in operational 
existence for the foreseeable future. Consequently, they have 
continued to adopt the going concern basis in preparing the 
financial statements. 
directors’ responsibilities statement
The Directors are responsible for preparing the Annual 
Report, the Directors’ Remuneration Report and the  
financial statements in accordance with applicable law  
and regulations.
Company law requires the Directors to prepare financial 
statements for each financial year. Under that law the Directors 
have elected to prepare the Group financial statements in 
accordance with International Financial Reporting Standards 
(“IFRSs”) as adopted by the European Union, and the parent 
company financial statements in accordance with United 
Kingdom Generally Accepted Accounting Practice (United 
Kingdom Accounting Standards and applicable law). Under 
company law the Directors must not approve the financial 
statements unless they are satisfied that they give a true and 
fair view of the state of affairs of the Group and the Company 
and of the profit or loss of the Group for that period. 
In preparing those financial statements, the Directors are 
required to:
select suitable accounting policies and then apply them (a)  
consistently;
make judgements and estimates that are reasonable and (b)  
prudent;
state whether IFRSs as adopted by the European Union (c)  
and applicable UK Accounting Standards have been 
followed, subject to any material departures disclosed and 
explained in the Group and parent Company financial 
statements respectively; and
prepare the financial statements on the going concern (d)  
basis unless it is inappropriate to presume that the 
Company will continue in business.
The Directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain 
the Company’s transactions and disclose with reasonable 
accuracy at any time the financial position of the Company 
and the Group and enable them to ensure that the financial 
statements comply with the Companies Act 2006. They  
are also responsible for safeguarding the assets of  
the Company and the Group and hence for taking 
reasonable steps for the prevention and detection of  
fraud and other irregularities.
The Directors are responsible for the maintenance  
and integrity of the Company’s website. Legislation in  
the United Kingdom governing the preparation and 
dissemination of financial statements may differ  
from legislation in other jurisdictions. 
Each of the Directors, whose names and functions are  
listed in the business review confirm that, to the best of  
their knowledge:
the Group financial statements, which have been prepared (a)  
in accordance with IFRSs as adopted by the EU, give a 
true and fair view of the assets, liabilities, financial position 
and profit of the Group; and
the directors’ report includes a fair review of the (b)  
development and performance of the business and the 
position of the Group, together with a description of the 
principal risks and uncertainties that it faces.
statement of disclosure of information to auditors
In the case of each of the persons who were directors at the 
time when the report is approved under section 418 (1) to (4) 
of the Companies Act 2006, the following applies:
so far as the Director is aware, there is no relevant audit (a)  
information of which the Company’s auditors are unaware; 
and
he has taken all the steps that he ought to have taken as  (b)  
a director in order to make himself aware of any relevant 
audit information and to establish that the Company’s 
auditors are aware of that information. financial statements
22
focus solutions group plc  
annual report & accounts 2010
environmental policies
The Group acknowledges the importance of environmental 
matters and where possible uses environmental friendly 
policies in all its offices, such as recycling, energy efficient 
lighting and equipment and encourages environmentally 
friendly travel.
employees and social responsibility
The Group’s policy is to consult and discuss with employees 
on matters which are likely to affect their interests, including 
information about the Group’s performance and plans.  
This is accomplished through weekly communications 
briefings, individual performance reviews and regular team  
or company briefings. 
The Group is an equal opportunity employer and makes  
every effort to ensure disabled people are not discriminated 
against on the grounds of their disabilities. In the event of  
staff becoming disabled, every effort is made to ensure that  
their employment continues and that appropriate training is 
arranged. Employees are kept informed regarding the Group’s 
affairs and are consulted on a regular basis through meetings, 
wherever feasible and appropriate.
Participation by employees in the success of the Group is 
encouraged. Employees are encouraged to own shares in 
the Company and approximately 44% (FY2009: 33%) of 
employees are shareholders and/or hold options in the 
Company’s share option schemes.
investment in research and development
The Group continues to invest heavily in product 
development. During the year, total expenditure on  
product research and development activities increased  
from £1.55 million in FY2009 to £2.05 million in FY2010.  
Of this sum, £1.72 million was capitalised as development 
expenditure in line with the Group’s R&D accounting policy 
and in accordance with IAS 38 (FY2009: £1.16 million).
charitable and political contributions
During the year under review, the Group made charitable 
contributions totalling £40 (FY2009: £657) to various 
charities. There were no political donations (FY2009: £nil).
creditor payment policy
The Group recognises the importance of good relationships 
with its suppliers and agrees appropriate terms and conditions 
for business transactions with suppliers. Payment is then 
made on these terms subject to the terms and conditions 
being met by the suppliers. The average number of days’ 
credit taken on the Group’s outstanding balance at the year 
end is 31 days (FY2009: 24 days).
directors’ indemnities
The Company has made qualifying third party indemnity 
provisions for the benefit of its Directors which were made 
during the year and remain in force at the date of this report.
directors’ report continued
for the year ended 31 March 2010
financial instruments
The Group’s financial instruments comprise borrowings,  
cash and short-term deposits and various items, such as  
trade receivables and trade payables that arise directly from 
its operations. The main purpose of these financial instruments 
is to fund the Group’s operations as well as to manage working 
capital, liquidity and invest surplus funds.
It is, and has been throughout the period under review, the 
Group’s policy not to enter into derivative transactions and no 
trading in financial instruments has been undertaken. Risks 
pertaining to financial instruments are adequately managed 
by the Group on an ongoing basis.
principal risks and uncertainties
Focus Solutions is exposed to a number of risks and 
uncertainties although these are not considered to be  
any more severe than for comparable quoted companies 
adopting similar strategies. The Group has instituted a 
formal risk assessment review which is controlled at board 
level. The key risks have been categorised as business 
risks, financial risks, compliance risks or operational risks. 
These are outlined in more detail in the Finance Director’s 
report on page 15. The Executive Directors report to the 
Board on a quarterly basis on the likelihood of an event 
identified as a key risk happening, the impact on the 
business if the event occurred, what actions have been 
taken to mitigate the risk of the event happening, the current 
status and which executive is responsible for managing that 
risk. Further details are provided in note 19.
re-appointment of auditors
A resolution to re-appoint PricewaterhouseCoopers LLP as 
the Company’s auditor will be proposed at the forthcoming 
Annual General Meeting.
This report was approved by the Board on 8 June 2010 and 
signed on its behalf by: 
M J Clements
Secretary 23
focus solutions group plc  
annual report & accounts 2010
remuneration and nomination committee’s report
The Remuneration and Nomination Committee (‘the 
Committee’), comprising Martin Fiennes and Alastair Taylor 
with Martin Fiennes as Chairman, meets as required during 
the year. The other Non-Executive Directors and Executive 
Directors may also be invited to attend meetings but may not 
vote and are not involved in any matter relating to themselves.
 
remuneration policy
The policy of the Committee is to ensure that the remuneration 
packages offered to the Executive Directors are competitive 
and designed to attract, retain and motivate Executive 
Directors and senior executives of an ability, experience and 
integrity to manage the affairs of the Group. These packages 
are reviewed regularly and independent advice is taken when 
appropriate. They are structured to include both short and 
longer term incentives. None of the Committee has any 
personal financial interest (other than as shareholders), 
conflicts of interest or day-to-day involvement in running  
the business. No director plays a part in deciding his  
own remuneration. 
The remuneration of the Non-Executive Directors is 
determined by the Board. The Non-Executive Directors do not 
participate in the bonus scheme, nor do they receive any other 
benefits.
There are five main elements of the remuneration package 
for executive Directors:
basic salary; •	
bonuses; •	
pensions; •	
other benefits; and •	
share option incentives •	
basic salary
The basic salaries of the Executive Directors are determined 
after a review of the performance of the individual. It is the 
aim of the Committee to reward Directors competitively and 
commensurate with their responsibilities and experience. 
Basic salaries were last reviewed in July 2009.
bonuses
Executive Directors participate in a bonus scheme linked  
to the achievement of demanding business and corporate 
objectives, primarily profit. The payment of bonuses is at  
the discretion of the Committee and any bonuses are paid 
annually in arrears.
pensions
The Company contributes a pre-set percentage of 
pensionable earnings to defined contribution schemes for 
the current Executive Directors.
other benefits
Executive Directors are provided with a company car or car 
allowance, and private healthcare, in line with market practice.
directors and their interests
The Directors who served during the year and their beneficial 
interests in the share capital of the Company are shown below. 
At the Annual General Meeting to be held on 5 August 2010, 
Mr JB Streets and Mr MG Fiennes will retire and offer 
themselves for re-election. Mr R Whatford, having been 
appointed since the last General Meeting, will retire and  
offer himself for re-election.
share options
The Group operates the following share option schemes: 
an EMI scheme •	
an Inland Revenue Approved scheme •	
an Unapproved scheme •	
a Long Term Incentive Plan •	
These schemes are administered and the grant of options 
supervised by the Committee. The Committee has adopted a 
policy of phased grants of options, either yearly or half-yearly.
 
The Committee sets performance conditions designed to 
incentivise senior management in a way which is intended,  
if achieved, to enhance shareholder returns. After careful 
consideration, and taking into account the stage the Company 
has reached in its development, the Committee decided to 
adopt performance conditions allowing exercise of options 
upon the achievement of a target share price figure within a 
maximum period of three years for all options issued during 
the year. The Committee has chosen this as the most 
appropriate measure in that it is both closely aligned with 
shareholder interests and is a readily visible indicator of the 
Group’s underlying financial performance.
In the view of the Committee, its policy for the operation  
of the Company’s share option schemes forms part of a 
well-considered remuneration policy to facilitate the 
motivation, retention and recruitment of executives. The 
Committee regularly reviews its policy on share incentives to 
ensure that it is broadly in line with market practice and to 
maintain its continued effectiveness.
service contracts
R J Stevenson, F Murray and M J Clements have service 
contracts with the Company, which are capable of 
termination by the Company giving six months’ notice. In the 
event of an offer for the Company becoming unconditional, 
then for a period of twelve months after the takeover this 
notice period is extended to a year.
A M Taylor, J B Streets, M G Fiennes, N J Habgood and  
R Whatford have letters of appointment with the Company, 
which cover a period of one year and are capable of 
termination under certain circumstances. financial statements
24
focus solutions group plc  
annual report & accounts 2010
The remuneration of the Directors was as follows:
      Total 
    Salary ,  excluding 
    bonuses Other pension Pension 
£’000    & fees benefits contributions contributions T otal
Year ended 31 March 2010     
R J Stevenson    247 14 261 19 280
M J Clements    183 17 200 14 214
F Murray    161 15 176 12 188
A M Taylor    32 – 32 – 32
J B Streets    20 – 20 – 20
M G Fiennes    20 – 20 – 20
N J Habgood    20 – 20 – 20
R Whatford    15 – 15 – 15
Total    698 46 744 45 789
R Whatford was appointed on 24 June 2009. 
      Total 
    Salary ,  excluding 
    bonuses Other pension Pension 
£’000    & fees benefits contributions contributions T otal
Year ended 31 March 2009     
R J Stevenson    203 14 217 17 234
M J Clements    153 17 170 12 182
F Murray    141 14 155 11 166
A M Taylor    32 – 32 – 32
J B Streets    20 – 20 – 20
P L Brooke    17 – 17 – 17
M G Fiennes    20 – 20 – 20
N J Habgood     5 – 5 – 5
Total    591 45 636 40 676
directors’ interests
According to the register of the Directors’ interests in the shares of the Company, the following shares were held:
       31 March 2010 1 April 2009 
       Number of Number of 
       Ordinary Ordinary 
       shares shares
R J Stevenson       60,000 60,000
M J Clements       150,530 150,530
F Murray       52,400 52,400
A M Taylor       300,000 225,000
J B Streets       8,000,000 8,000,000
M G Fiennes       73,634 73,634
N J Habgood        – –
R Whatford (appointed on 24 June 2009)       – –
remuneration and nomination committee’s report continued 25
focus solutions group plc  
annual report & accounts 2010
The following share options were held by the Directors: 
   At 1 April  At 31 March Exercise 
  2009 2010 Price  Exercise 
Scheme  No. No. Pence  Period Note
F Murray    
The Approved Scheme 85,714 85,714 35.0 14.01.2007 to 13.01.2014 
The Unapproved Scheme 100,481 100,481 48.5 04.01.2010 to 03.01.2017 A
The EMI Scheme 243,440 243,440 30.5 29.09.2011 to 28.09.2014 B
LTIP 383,838 383,838 nil 29.09.2011 to 28.09.2014 C
   
M J Clements    
The Unapproved Scheme 68,683  68,683 48.5 04.01.2010 to 03.01.2017 A
The EMI Scheme 371,043 371,043 30.5 29.09.2011 to 28.09.2014 B
LTIP 404,040 404,040 nil 29.09.2011 to 28.09.2014 C
R J Stevenson     
The Unapproved Scheme 251,022 251,022 nil 04.01.2010 to 03.01.2017 A
The EMI Scheme 393,442 393,442 nil 29.09.2011 to 28.09.2014 B
LTIP 1,156,116 1,156,116 nil 29.09.2011 to 28.09.2014 C
           
No new options have been granted to the Directors during the year.
No options were exercised, cancelled or lapsed during the year.
note:
 Performance conditions are attached to the 100,481 Unapproved options granted to F Murray, the 68,683 Unapproved options granted to M J Clements and the 251,022 (a)
Unapproved options granted to R J Stevenson whereby the share price for the Company’s shares must exceed an average price of 63.05 pence for any three-month 
period during the period from date of grant to 91 days after the announcement of the Company’s annual results for the financial year ending 31 March 2010. 
 Performance conditions are attached to the 243,440 EMI options granted to F Murray, the 371,043 EMI options granted to M J Clements and the 393,442 EMI options (b)
granted to R J Stevenson whereby the options can only be exercised in full if the Company’s share price exceeds 60 pence per share averaged over any 90 day period 
falling between grant and 30 September 2011. The entire option lapses if the Company’s share price does not exceed 60 pence per share averaged over a 90 day period 
falling between grant and 30 September 2011. 
 Performance conditions are attached to the 383,838 LTIP options granted to F Murray, the 404,040 LTIP options issued to M J Clements and the 1,156,116 LTIP options (c)
issued to R J Stevenson whereby the options can only be exercised in full if the Company’s share price exceeds 170 pence per share averaged over a 30 day period prior 
to 30 September 2011 or on the Company’s acquisition. The entire option lapses if the Company’s share price does not exceed 60 pence per share averaged over a 30 
day period prior to 30 September 2011. At 60 pence, 50% of the option is exercisable, with 75% exercisable at 115 pence and 100% at 170 pence. 
During the year from 1 April 2009 to 31 March 2010 the mid-market price of the ordinary shares had a range from 26p, the price 
at 16 April 2009, to 42p on 22 July 2009. The mid-market price at the year-end was 40.25 pence.
Alastair M Taylor
Chairman financial statements
26
focus solutions group plc  
annual report & accounts 2010
financial statements
independent auditor’s report to the members of Focus Solutions Group plc
We have audited the group financial statements of Focus 
Solutions Group plc for the year ended 31 March 2010  
which comprise the consolidated income statement, the 
consolidated statement of comprehensive income, the 
consolidated statement of changes in equity, the consolidated 
balance sheet, the consolidated cash flow statement and the 
related notes. The financial reporting framework that has been 
applied in their preparation is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the 
European Union.
respective responsibilities of directors and auditors
As explained more fully in the Directors’ Responsibilities 
Statement, the Directors are responsible for the preparation  
of the financial statements and for being satisfied that they 
give a true and fair view. Our responsibility is to audit the 
financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and 
only for the Company’s members as a body in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006 and for 
no other purpose. We do not, in giving these opinions, 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.
scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts  
and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free 
from material misstatement, whether caused by fraud or error. 
This includes an assessment of: whether the accounting 
policies are appropriate to the Group’s circumstances and 
have been consistently applied and adequately disclosed; 
the reasonableness of significant accounting estimates 
made by the directors; and the overall presentation of the 
financial statements.
opinion on financial statements
In our opinion the Group financial statements:
give a true and fair view of the state of the Group’s affairs •	
as at 31 March 2010 and of its profit and cash flows for the 
year then ended;
have been properly prepared in accordance with IFRSs as •	
adopted by the European Union; and
have been prepared in accordance with the requirements •	
of the Companies Act 2006.
opinion on other matters prescribed by the Companies 
Act 2006
In our opinion the information given in the Directors’ Report for 
the financial year for which the group financial statements are 
prepared is consistent with the group financial statements.
matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
certain disclosures of directors’ remuneration specified by •	
law are not made; or
we have not received all the information and explanations •	
we require for our audit.
other matters
We have reported separately on the parent company financial 
statements of Focus Solutions Group plc for the year ended 
31 March 2010.
Paul Norbury (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Milton Keynes
8 June 2010 27
focus solutions group plc  
annual report & accounts 2010
consolidated income statement
for the year ended 31 March 2010
       2010 2009 
      Notes £’000 £’000
Revenue      3 9,849 9,601
Cost of sales       (3,694) (4,477)
Gross profit        6,155 5,124
Overheads:  
Distribution costs       (1,370) (1,075)
Administrative expenses (including exceptional costs of £348,000, FY2009: £106,000)   (2,868) (2,449)
       (4,238) (3,524)
Operating profit       4 1,916 1,600
 Operating profit before exceptional items        2,265 1,706
 Share based payment expense      8 (22) (106)
 Re–organisation costs      8 (169) –
 Onerous contract costs      8 (157) –
Operating profit after exceptional items       1,917 1,600
Finance income      9 119 179
Finance costs      9 – (2)
Net finance income      9 119 177
Profit before income tax       2,036 1,777
Income tax      10 (471) (54)
Profit for the year         1,565 1,723
Attributable to equity holders of the company       1,565 1,723
Earnings per ordinary share  
Basic      11 5.29 5.85
Diluted      11 4.75 5.26
The operating profit for both years arises from the Group’s continuing operations. As permitted by Section 408 of the 
Companies Act 2006, the profit and loss account of the parent company is not presented as part of these accounts. The parent 
company’s profit, in accordance with UK GAAP, for the financial year amounted to £43,000 (FY2009: £10,000 profit). The notes 
on pages 31 to 47 form an integral part of these financial statements. financial statements
28
focus solutions group plc  
annual report & accounts 2010
       2010 2009 
      Notes £’000 £’000
Profit for the year       1,565 1,723
Total comprehensive income for the year       1,565 1,723
Attributable to:  
Equity holders of the company       1,565 1,723
consolidated statement of changes in equity
for the year ended 31 March 2010
 
     Share    
  Share  Share Merger option Special Accumulated  
  capital premium reserve reserve reserve losses Total 
   £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2008  2,946 9,899 220 149  – (7,073) 6,141
Profit for the year   –  –  –  –   –  1,723 1,723
Other comprehensive income:
Share capital issued  1 1 –  –   –  –  2
Share based payments   –   –  – –  106 –  106
At 31 March 2009  2,947 9,900 220 149 106 (5,350) 7,972
Profit for the year  – – – – –  1,565 1,565
Other comprehensive income:
Share capital issued  16 16 –  –  –  –  32
Share based payments  – – – 22 –  –  22
Share premium account reduction  – (8,465) – –  8,465 –   – 
Tax credit relating to share option scheme  – – – – – 93 93
At 31 March 2010  2,963 1,451 220 171 8,571 (3,692) 9,684
consolidated statement of comprehensive income
for the year ended 31 March 2010 29
focus solutions group plc  
annual report & accounts 2010
       2010 2009 
      Notes £’000 £’000
Non–current assets  
Intangible assets      12 3,087 2,083
Property, plant and equipment      14 145 202
Trade and other receivables      17 2,551 345
Deferred income tax       16 594 972
       6,377 3,602
Current assets  
Trade and other receivables      17 3,955 2,669
Cash and cash equivalents       2,401 4,004
       6,356 6,673
Total assets       12,733 10,275
Current liabilities  
Trade and other payables      18 3,049 2,147
Net current assets       9,684 8,128
Non–current liabilities  
Contingent consideration       18 – 156
       – 156
Net assets       9,684 7,972
Capital and reserves attributable to equity holders of the company  
Called up share capital       20 2,963  2,947
Share premium       22 1,451  9,900
Merger reserve         220 220
Share option reserve         277 255
Special reserve      22 8,465 –
Accumulated losses       22 (3,692) (5,350)
Total shareholders’ equity       9,684 7,972
The consolidated financial statements on pages 27 to 47 were approved and authorised by the Board on 8 June 2010 and were 
signed on its behalf by:
 
R J Stevenson M J Clements
Director Director
Registered number: 3911357
Focus Solutions Group plc
consolidated balance sheet
as at 31 March 2010 financial statements
30
focus solutions group plc  
annual report & accounts 2010
       2010 2009 
      Notes £’000 £’000
Cash generated from operations      23 126 4,189
Net finance income      9 3 177
Net cash from operating activities       129 4,366
Investing activities  
Acquisition of subsidiary       – (105)
Purchases of intangible assets      12 (1,725) (1,194)
Purchases of property, plant and equipment      14 (40) (93)
Disposal of property, plant and equipment      14 1 1
Net cash used in investing activities       (1,764) (1,391)
Financing activities  
Issue of Ordinary Shares      20 32 2
Net cash from financing activities       32 2
Net (decrease) / increase in cash and cash equivalents      (1,603) 2,977
Cash and cash equivalents at start of the year       4,004 1,027
Cash and cash equivalents at end of the year       2,401 4,004
consolidated cash flow statement
for the year ended 31 March 2010 31
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements
for the year ended 31 March 2010
1 accounting policies
The principal accounting policies applied in the preparation  
of these consolidated financial statements are set out below. 
These policies have been consistently applied to all the years 
presented, unless otherwise stated.
general information
The principal activities of Focus Solutions Group plc (‘the 
Company’) and its subsidiaries (together ‘the Group’) are the 
development, supply and support of software solutions and 
associated services to the UK financial services market.
The Company is a public limited company which is listed  
on AIM and is incorporated and domiciled in the UK.  
The address of its registered office is Cranford House, 
Kenilworth Road, Leamington Spa, Warwickshire, CV32 6RQ. 
The registered number of the company is 3911357.
basis of preparation
The consolidated financial statements of Focus Solutions 
Group plc have been prepared on a going concern basis, 
under the historical cost convention, in accordance with 
International Financial Reporting Standards (“IFRS”) as 
adopted by the European Union (“EU”), IFRIC interpretations 
and the Companies Act 2006.
The financial statements of the Company as an entity continue 
to be prepared under UK GAAP and are presented separately 
on pages 49 to 54.
The preparation of financial statements in conformity with IFRS 
requires the use of certain critical accounting estimates. It also 
requires management to exercise its judgement in the process 
of applying the Group’s accounting policies. The areas 
involving a higher degree of judgement or complexity, or  
areas where assumptions and estimates are significant to  
the consolidated financial statements, are disclosed in note 2.
Since the Group’s previous annual financial report for the year 
ended 31 March 2009 the following pronouncements are now 
effective and have been adopted by the Group:
IAS 1 (revised) ‘Presentation of financial statements’ – •	
adoption of this standard has resulted in presentational 
changes to the primary financial statements. Under IAS 1 
(revised), entities can choose to present one performance 
statement (the Statement of Comprehensive Income) or two 
performance statements (the Income Statement and the 
Statement of Comprehensive Income). The Group has 
elected to produce two statements: the Income Statement 
and Statement of Comprehensive Income.
IFRS 8 ‘Operating segments’ – adoption of this standard •	
has not resulted in changes to the reportable segments of 
the Group, as further explained in note 3.
The Group has also adopted a number of other standards, 
amendments and interpretations which are effective in the 
year ended 31 March 2010 but the initial application of these 
has not had an effect on either the current or prior periods.
The Group has not applied the following new standards, 
amendments and interpretations for which adoption is not 
mandatory for the year ending 31 March 2010 and/or  
which have not yet been endorsed by the EU. The Group  
has not concluded its evaluation of the impact of these 
pronouncements but at this stage does not expect there  
to be any material impact on the financial statements.
IFRS 1 (revised) ‘First time adoption’ •	
Amendment to IFRS 1 (revised) ‘First time adoption – •	
additional exemptions’
Amendment to IFRS 1 (revised) ‘First time adoption –  •	
fair value hierarchy exemption’
Amendment to IFRS 2 ‘Share-based payments ‘Group •	
cash-settled share-based payment transactions’
IFRS 3 (revised) ‘Business combinations’ •	
IFRS 9 ‘Financial instruments’ •	
Amendment to IAS 24 ‘Related party disclosures’ •	
IAS 27 (revised) ‘Consolidated and separate  •	
financial statements’
Amendment to IAS 32 ‘Financial Instruments: disclosure •	
and presentation – classification of rights issues’
Amendment to IAS 39 ‘Financial instruments: recognition •	
and measurement – eligible hedged items’
IFRS Annual improvements (2009) •	
IFRIC 12 ‘Service concession arrangements’ •	
Amendment to IFRIC 14 ‘Prepayment of minimum  •	
funding requirements’
IFRIC 16 ‘Hedges of a net investment in a  •	
foreign operations’
IFRIC 17 ‘Distributions of non cash assets to owners’ •	
IFRIC 18 ‘Transfer of assets from customers’ •	
IFRIC 19 ‘Extinguishing financial liabilities with  •	
equity instruments’
IAS 23 (revised) ‘Borrowing costs’ •	
basis of consolidation
The Group financial statements consolidate the financial 
statements of Focus Solutions Group plc and its subsidiary 
undertakings made up to 31 March 2010.
Subsidiaries are all entities (including special purpose  
entities) over which the Group has the power to govern the 
financial and operating policies generally accompanying a 
shareholding of more than one half of the voting rights. The 
existence and effect of potential voting rights that are currently 
exercisable or convertible are considered when assessing 
whether the Group controls another entity. Subsidiaries are 
fully consolidated from the date on which control is transferred 
to the Group. They are de-consolidated from the date that 
control ceases. financial statements
32
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements continued
for the year ended 31 March 2010
1 accounting policies continued 
basis of consolidation continued
The purchase method of accounting is used to account for  
the acquisition of subsidiaries by the Group. The cost of an 
acquisition is measured as the fair value of the assets given, 
equity instruments issued and liabilities incurred or assumed 
at the date of exchange, plus costs directly attributable to the 
acquisition. Identifiable assets acquired and liabilities and 
contingent liabilities assumed in a business combination are 
measured initially at their fair values at the acquisition date, 
irrespective of the extent of any minority interest. The excess 
of the cost of acquisition over the fair value of the Group’s 
share of the identifiable net assets acquired is recorded as 
goodwill. If the cost of acquisition is less than the fair value  
of the net assets of the subsidiary acquired, the difference  
is recognised directly in the income statement.
Inter-company transactions, balances and unrealised gains  
on transactions between Group companies are eliminated. 
Unrealised losses are also eliminated but considered an 
impairment indicator of the asset transferred. Accounting 
policies of subsidiaries have been changed where necessary 
to ensure consistency with the policies adopted by the Group.
software
Software that is acquired or internally developed and is not an 
integral part of hardware is classified as an intangible asset. 
Software for internal use is classified as ‘software’ within 
intangible assets and is amortised over its expected useful  
life of 2 to 4 years. Internally generated assets produced for 
resale are capitalised in line with the accounting policy set  
out within ‘research and development expenditure’ and are 
classified within ‘other’ intangible assets.
property, plant and equipment
All property, plant and equipment are stated at historical cost 
less accumulated depreciation.
Depreciation is provided at rates calculated to write off the 
cost evenly over its expected useful life as follows:
Fixtures and fittings Between 3 and 4 years
Computer equipment Between 2 and 4 years
deferred taxation
Deferred tax is recognised in respect of all timing differences 
that have originated but not reversed at the balance sheet 
date, where transactions or events that result in an obligation 
to pay more tax in the future or a right to pay less tax in the 
future have occurred at the balance sheet date.
A net deferred tax asset is recognised as recoverable and 
therefore recognised only when, on the basis of all available 
evidence, it can be regarded as more likely than not that there 
will be suitable taxable profits against which to recover carried 
forward tax losses and from which the future reversal of 
underlying timing differences can be deducted.
Deferred tax 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 substantively enacted by the 
balance sheet date. Deferred tax is measured on an 
undiscounted basis.
leased assets and obligations
Assets obtained under hire purchase contracts or finance 
leases, which are those where substantially all the risks and 
rewards of ownership of the asset have passed to the Group, 
are capitalised in the balance sheet. Those held under hire 
purchase contracts are depreciated over their estimated 
useful lives.
Those held under finance leases are depreciated over  
their estimated useful lives or the lease term, whichever  
is the shorter.
The interest element of these obligations is charged to the 
profit and loss account over the relevant period. The capital 
element of the future payments is treated as a liability.
Rentals paid under operating leases are charged to the profit 
and loss account on a straight-line basis over the term of 
the lease.
foreign currency
Foreign currency transactions are converted to sterling during 
the year at the rates ruling at the time of the transaction. Any 
monetary amounts outstanding at the year-end are translated 
at the rate of exchange ruling at the balance sheet date and 
the gains and losses on translation are included in the profit 
and loss account.
employee benefits
(a) pension contributions
The Group makes contributions to defined contribution 
pension schemes that have been set up for and independently 
administered on behalf of certain directors and employees. 
Contributions payable for the period are charged in the profit 
and loss account as incurred.
(b) share based payments
The Group issues equity-settled share-based payments to 
certain employees which must be measured at fair value and 
recognised as an expense in the income statement, with a 
corresponding increase in equity. The fair values of equity-
settled payments are measured at the dates of grant using the 
QCA IRS share option valuation model, taking into account  
the terms and conditions upon which the awards are granted. 
The fair value is recognised over the period during which 
employees become unconditionally entitled to the awards, 
subject to the Group’s estimate of the number of awards which 
will lapse, either due to employees leaving the Group prior to 
vesting or due to non-market based performance conditions 
not being met. Where an award has market-based 
performance conditions, the fair value of the award is adjusted 
for the probability of achieving these via the option pricing 
model. The total amount recognised in the income statement 
as an expense is adjusted to reflect the actual number of 
awards that vest, except where forfeiture is due to the failure to 
meet market-based performance measures. 33
focus solutions group plc  
annual report & accounts 2010
Where an award has been granted to replace options which 
have been cancelled, the cancelled and replacement options 
are treated as if they were a modification of the original award.
In accordance with the transitional provisions in IFRS 1, and 
IFRS 2, the recognition and measurement principles in IFRS 2 
have only been applied to options and awards granted after 
7 November 2002 that had not vested by 1 January 2005.
research and development expenditure
In accordance with IAS 38, research costs are recognised  
as expenses when incurred. Development costs for internally 
generated intangible assets are capitalised at cost, provided 
the development of the products is likely to bring the Focus 
Solutions Group an economic benefit. If the criteria for 
recognition as assets are not met, the expenses are 
recognised in the income statement in the year in which  
they are incurred.
Capitalised development costs include all direct and indirect 
costs that are directly attributable to the development 
process. The costs are amortised using the straight-line 
method from the point the product is in use over its expected 
life cycle – between 5 and 10 years.
Expenditure on patents, where material, is capitalised and 
amortised an a straight line basis over the life of the patent.
impairment
The carrying values of assets that have an indefinite useful life, 
including goodwill, are reviewed at each balance sheet date  
to determine whether there is any indication of impairment.  
If any such indication exists, the asset’s recoverable amount  
is estimated. An impairment loss is recognised whenever  
the carrying amount of an asset or its cash generating unit 
exceeds its recoverable amount. The recoverable amount is 
the higher of fair value less costs to sell and the value in use. 
Impairment losses are recognised in the income statement.
Intangible assets with finite economic useful life and property, 
plant and equipment are tested for impairment if events or 
changes in circumstances (as assessed at each reporting 
date) indicate that the carrying value may not be recoverable. 
When an impairment test is conducted, the recoverable 
amount is assessed by reference to the higher of the value  
in use and the fair value less costs to sell.
contingent consideration
Where an additional deferred earn-out consideration may be 
payable (‘contingent consideration’) in the form of cash or 
shares, where the value of the shares is of a fixed monetary 
value, it is accounted for as a liability rather than as equity.
revenue
Revenue comprises the fair value of the consideration 
received or receivable for the sale of goods and services  
in the ordinary course of the Group’s activities. Revenue is 
shown net of value-added tax, returns, rebates and discounts 
and after eliminating sales within the Group.
The Group recognises revenue when the amount of revenue 
can be reliably measured, it is probable that future economic 
benefits will flow to the entity and when specific criteria have 
been met for each of the Group’s activities as described 
below. The Group bases its estimates on historical results, 
taking into consideration the type of customer, the type of 
transaction and the contractual details of each arrangement.
(a) software and other licence fees
Revenue from licence agreements for the delivery of software 
that does not require further significant enhancement is 
recognised when all of the following criteria are met:
persuasive evidence that an arrangement exists •	
delivery of the software •	
no significant remaining obligations •	
fees are determinable •	
collectability is probable •	
(b) other services fees
The services provided to the Group’s customers are provided 
on a time and material basis or as a fixed-price contract, with 
contract terms generally ranging from less than one year to 
three years.
Revenue from fixed-price contracts is recognised under the 
percentage-of-completion (POC) method. Under the POC 
method, revenue is recognised based on the services 
performed to date as a percentage of the total services  
to be performed.
Revenue from time and material contracts is recognised at  
the contractual rates as labour hours are delivered and direct 
expenses are incurred.
If circumstances arise that may change the original estimates 
of revenues, costs or extent of progress towards completion, 
estimates are revised. These revisions may result in increases 
or decreases in estimated revenues or costs and are reflected 
in income in the period in which the circumstances that give 
rise to the revision become known by management.
(c) support and maintenance fees
Revenue from fixed-price contracts for support and 
maintenance is recognised in the period the services are 
provided, using a straight-line basis over the term of the 
contract. Costs associated with support and maintenance 
contracts are expensed as incurred.
interest income
Interest income is recognised on a time-proportion basis 
using the effective interest method. When a receivable is 
impaired, the Group reduces the carrying amount to its 
recoverable amount, being the estimated future cash flow 
discounted at the original effective interest rate of the 
instrument, and continues unwinding the discount as  
interest income. Interest income on impaired receivables  
is recognised using the original effective interest rate. financial statements
34
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements continued
for the year ended 31 March 2010
1 accounting policies continued
exceptional items
The Group classifies items of income and expenditure as 
exceptional items, where, in the opinion of the Directors,  
the nature of the item, or its size, is likely to be material so  
as to assist the reader of the financial statements to better 
understand the results of the operations of the Group.
segmental reporting
Focus Solutions Group is a provider of software and 
consultancy services. The Group manages its business as 
one segment. As set out in IFRS 8 ‘Operating Segments’, 
operating segments are defined in a manner that is consistent 
with the internal reporting to the Chief Operating Decision 
Maker (“CODM”). The Group considers this to be the Board of 
Directors, which is responsible for the allocation of resources 
and assessment of the performance of the business.
financial instruments
financial assets
Financial assets are classified as loans and receivables.  
The designation of financial assets is re-evaluated at every 
reporting date at which a choice of classification or 
accounting treatment is available. All financial assets  
are recognised when the Group becomes a party to the 
contractual provisions of the instrument. Financial assets  
are recognised at fair value on their initial recognition, net  
of transaction costs.
Cash and cash equivalents comprise cash in hand and 
deposits on demand, together with other short term, highly 
liquid investments that are readily convertible into known 
amounts of cash and which are subject to insignificant risk of 
changes in value.
Receivables are non-derivative financial assets with fixed  
or determinable payments that are not quoted in an active 
market. Subsequent to initial recognition, loans and 
receivables are measured at amortised cost using the 
effective interest method, less provision for impairment.  
Any change in their value through impairment or reversal  
of impairment is recognised in the income statement.
Provision against trade receivables is made when there is 
objective evidence that the Group will not be able to collect  
all amounts due to it in accordance with the original terms  
of those receivables. The amount of the impairment is 
determined as the difference between the asset’s carrying 
amount and the present value of estimated future cash flows.
A financial asset is derecognised only where the contractual 
rights to the cash flows from the asset expire, or the financial 
asset is transferred and that transfer qualifies for 
derecognition. A financial asset is transferred if the contractual 
rights to receive the cash flows of the asset have been 
transferred or the Group retains the contractual rights to 
receive the cash flows of the asset, but assumes a contractual 
obligation to pay the cash flows to one or more recipients.
A financial asset that is transferred qualifies for derecognition 
if the Group transfers substantially all the risks and rewards  
of ownership of the asset, or if the Group neither retains nor 
transfers substantially all the risks and rewards of ownership 
but does transfer control of the asset.
financial liabilities
Financial liabilities are obligations to pay cash or other financial 
assets and are recognised when the Group becomes a party to 
the contractual provisions of the instrument. Financial liabilities 
categorised as at fair value through profit or loss are recorded 
initially at fair value, all transaction costs are recognised 
immediately in the income statement. All other financial liabilities 
are recorded at fair value, net of direct issue costs.
Financial liabilities categorised at fair value through profit  
or loss are remeasured at each reporting date at fair value, 
with changes in fair value being recognised in the income 
statement. All other financial liabilities are recorded at 
amortised cost using the effective interest method, with 
interest related charges recognised as an expense in  
finance cost in the income statement.
A financial liability is derecognised only when the obligation  
is extinguished, that is, when the obligation is discharged or 
cancelled or expires.
borrowing costs
Borrowing costs are capitalised as an increase to the carrying 
value of intangible assets or property, plant and equipment on 
major capital projects where these costs would be material. 
IAS 23 (revised) does not require any retrospective 
application and therefore no prior year restatements have 
been necessary.
2 critical accounting judgements and key sources of 
estimation and uncertainty
In the application of the Group’s accounting policies, which 
are described in note 1, the Directors are required to make 
judgements, estimates and assumptions about the carrying 
amounts of assets and liabilities that are not readily apparent 
from other sources. The estimates and associated 
assumptions are based on historical experience and other 
factors that are considered to be relevant. Actual results may 
differ from these estimates.
The estimates and underlying assumptions are reviewed  
on an ongoing basis. Revisions to accounting estimates are 
recognised in the period in which the estimate is revised if the 
revision affects only that period, or in the period of the revision 
and future periods if the revision affects both current and 
future periods. 35
focus solutions group plc  
annual report & accounts 2010
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets 
and liabilities within the next financial year are discussed below:
(a) intangible assets
In computing the value of internally generated research and development expenditure which has been capitalised under IAS 38 
and the period over which that asset should be amortised, the Group has made certain assumptions about the likely period of 
development, the economic benefits likely to arise from the investment and its estimated useful life.
(b) deferred tax asset
In computing the value of the deferred tax asset recognised as at 31 March 2010, the Group has made certain assumptions 
about the likelihood of being able to utilise income tax losses in future, the timing of utilising such income tax losses and the  
risk of not being able to utilise such income tax losses. In accordance with the approach taken in previous years, the Group  
has recognised as a deferred tax asset those income tax losses which the Group expects to utilise in the future.
3 segmental analysis
Focus Solutions Group is a provider of software and consultancy services. The Board of Focus Solutions Group plc 
predominately manages the operations of the Group on an overall basis as one segment. Following the adoption of the 
principles set out in IFRS 8 ‘Operating Segments’, the Group has concluded that it has one operating segment. This conclusion 
is consistent with the nature of the information that is presented to the Board of Directors of the parent company, which is 
considered to be the CODM for the purposes of IFRS 8.
The Group’s principal operations are in the United Kingdom. Its revenue from external customers in the United Kingdom  
for the year was £7.20 million (FY2009: £9.26 million). The total revenue from external customers in other countries was  
£2.65 million (FY2009: £0.39 million), with £0.38 million (FY2009: £0.39 million) derived from Ireland and £2.27 million  
(FY2009: £nil) from India.
Revenues of £3.75 million (FY2009: £6.18 million), £2.27 million (FY2009: £nil) and £1.38 million (FY2009: £0.24 million) are 
derived from three external customers. These revenues are from the only customers that represent individually over 10%  
of the Group’s revenues.
4 expenses by nature
       2010 2009 
       £’000 £’000
Employee benefit expense (note 7)       4,270 5,032
Legal, professional & external contractor costs       1,906 1,680
Research & development expenditure not capitalised      356  394
Operating lease payments       317 362
Depreciation and amortisation charges (notes 12 and 14)       582 301
Exceptional costs       348 106
Other expenses       153 126
Total cost of sales, distribution costs and administrative expenses     7,932 8,001
Research and development expenditure that does not meet the criteria of IAS 38 is recognised in the income statement in the 
year in which costs are incurred.
The prior year amounts have been reclassified to ensure consistent presentation with the current year.
5 auditors’ remuneration
       2010 2009 
       £’000 £’000
During the year the following amounts were billed by the auditors:
Audit services:
 Fees payable to the company’s auditor for the audit of the parent  
 company and consolidated accounts       39 67
Non audit services:
 Fees payable to the company’s auditor and its associates for other services:
 Tax services        30 17
Total       69 84 financial statements
36
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
6 directors’ emoluments
       2010 2009 
       £’000 £’000
Aggregate emoluments       744 636
Company contributions to money purchase pension schemes      45 40
       No. No.
Members of money purchase pension schemes       3 3
       2010 2009 
       £’000 £’000
The amounts paid in respect of the highest paid Director are as follows: 
 Aggregate emoluments       261 217
 Company contributions to money purchase pension schemes     19 17
None of the Directors has exercised any options in the year (FY2009: nil).
The Executive and Non-Executive Directors are deemed to be the Group’s key management personnel.
7 employee benefit expense
       2010 2009 
       No. No.
The average monthly number of persons (including Directors)  
employed by the Group during the year was: 
 Office and management        15 14
 Sales, delivery and development        73 83
       88 97
       2010 2009 
       £’000 £’000
Staff costs for the above persons: 
Wages and salaries       4,521 4,944
Social security costs       506 565
Other pension costs (note 25)       164 161
Cost of employee share option schemes       22 106
       5,213 5,776
Included in total staff costs is a sum of £921,000 (FY2009: £623,000) in respect of staff costs which were capitalised in the year 
as internally generated research and development costs.
Staff costs, net of research and development costs capitalised and share based payments expense, are £4,270,000  
(FY2009: £5,032,000).
Information in respect of Directors’ emoluments, share options and pensions is given in the Remuneration and Nomination 
Committee’s report on pages 23 to 25. The audited information in this report forms part of the financial statements.
8 exceptional items
The analysis of exceptional items is as follows:
       2010 2009 
        £000 £000
Reorganisation costs       169 –
Onerous contracts       157 –
Cost of employee share option schemes (note 21)       22 106
       348 106
Reorganisation costs relate to the restructuring of business and primarily comprise of redundancy payments. 37
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
During the year, the Group terminated an onerous contract with an offshore provider of resource, following a restructure of its 
software delivery organisation. The Group has also provided in full against the costs of a third party software supplier contract 
which it had planned to resell to a customer that went into administration during the year.
The cost of employee share option schemes has been categorised as an exceptional item, in accordance with the stated 
accounting policy.
9 net finance income/(costs)
       2010 2009 
       £’000 £’000
Finance income 
 Bank interest receivable       3 49
 Other finance income       116 130
Finance income        119 179
Finance costs 
 Other interest payable       – (2)
Finance costs        – (2)
Net finance income        119 177
Other finance income represents the un-winding of a time-value of money discount associated with trade receivables due in 
more than one year when initially recognised at fair value.
10 income tax
a. analysis of tax charge on ordinary activities
       2010 2009 
       £’000 £’000
Current tax:
UK corporation tax at 28% (FY2009: 28%) based on the profit for the year    –  –
Total current tax       – –
Deferred taxation: 
Origination and reversal of temporary differences: 
Utilisation of deferred tax asset       (471) (54)
Total deferred tax       (471) (54)
Total tax charge on ordinary activities       (471) (54)
b. factors affecting tax charge for the current year
       2010 2009 
       £’000 £’000
Profit on ordinary activities before tax       2,035 1,777
Tax at 28% thereon:       (570) (498)
Effects of: 
R&D relief claimed       279 283
Expenses not deductible for tax purposes       (18) (42)
Capital allowances in excess of depreciation       320 12
Prior year adjustment       (19) –
Utilisation of tax losses       8 245
Tax credit       – –
c. factors that may affect the future tax charge
The Directors are confident that the Group will achieve future profitability and therefore, a deferred tax asset of £594,000 has 
been recognised at the balance sheet date. financial statements
38
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
11 earnings per ordinary share
The basic earnings per share is based on attributable profit for the year of £1,565,000 (FY2009: £1,723,000) and on 29,591,083 
Ordinary Shares (FY2009: 29,462,933) being the weighted average number of Ordinary Shares in issue during the year.
The diluted earnings per share is based on attributable profit for the year of £1,565,000 (FY2009: £1,723,000) and on 
32,929,482 shares (FY2009: 32,740,597) calculated as follows:
       2010 2009 
       ’000 ’000
Basic weighted average number of Ordinary Shares      29,591 29,463
Dilutive potential Ordinary Shares: 
Share options       3,338 3,278
       32,929 32,741
As a result of the recognition of a deferred tax asset in the prior year, the Directors consider that it is appropriate to provide 
information on a pre-deferred tax fully diluted earnings per share basis.
Pre-deferred tax adjusted basic earnings per share is based on the pre-deferred tax attributable profit (net of exceptional items) 
for the year of £2,036,000 (FY2009: £1,777,000) and on 29,591,083 Ordinary Shares (FY2009: 29,462,933) being the weighted 
average number of Ordinary Shares in issue during the year.
The pre-deferred tax adjusted fully diluted earnings per share is based on the pre-deferred tax attributable profit for the year of 
£2,036,000 (FY2009: £1,777,000) and on 32,929,482 shares (FY2009: 32,740,597) calculated as follows:
       2010 2009 
       ’000 ’000
Basic weighted average number of Ordinary Shares      29,591 29,463
Dilutive potential Ordinary Shares: 
Share options       3,338 3,278
       32,929 32,741
       2010 2009 
       Pence Pence
Basic earnings per share       5.29 5.85
Adjusted basic earnings per share       6.88 6.03
Diluted earnings per share       4.75 5.26
Adjusted diluted earnings per share       6.18 5.43 39
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
12 intangible assets
       Internally 
       generated 
     Acquired  software 
     customer  development 
    Goodwill contracts Software costs T otal 
    £’000 £’000 £’000 £’000 £’000
At 1 April 2008
Cost    – – 426 602 1,028
Accumulated amortisation    – – (282) – (282)
Net book amount    – – 144 602 746
Year ended 31 March 2009
Opening net book amount    – – 144 602 746
Additions    – – 39 1,155 1,194
Acquisitions    83 187 – 86 356
Amortisation charge    – – (67) (146) (213)
Closing net book amount     83 187 116 1,697 2,083
At 31 March 2009
Cost    83 187 465 1,843 2,578
Accumulated amortisation    – – (349) (146) (495)
Net book amount     83 187 116 1,697 2,083
Year ended 31 March 2010
Opening net book amount    83 187 116 1,697 2,083
Additions    – – 1 1,725 1,726
Fair value adjustment    (83) (68) – (86) (237)
Amortisation charge    – – (56) (429) (485)
Closing net book amount    – 119 61 2,907 3,087
At 31 March 2010
Cost    – 119 466 3,482 4,067
Accumulated amortisation    – – (405) (575) (980)
Net book amount    – 119 61 2,907 3,087
Goodwill is not amortised but is tested for impairment on an annual basis or more frequently if there are indications that the value 
of the goodwill might be impaired.
Other intangibles include internally generated software development costs and other internally generated costs that meet the 
definition of an intangible asset. financial statements
40
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
13 acquisitions
During the year, the Group made a fair value adjustment of £68,000 against the value of acquired customer contracts, as a 
result of a customer having gone into administration.
In addition, £86,000 was adjusted out of internally generated software development costs in respect of a provision for a liability 
that did not crystallise.
A further fair value adjustment of £151,000 was made as a result of an assessment of the likely deferred consideration payable.
As a result of these adjustments, goodwill arising on acquisition decreased by £83,000.  
14 property, plant and equipment
      Fixtures & Computer 
      fittings equipment T otal 
      £’000 £’000 £’000
At 1 April 2008  
Cost       303 601 904
Accumulated depreciation      (274) (432) (706)
Net book amount      29 169 198
Year ended 31 March 2009  
Opening net book amount      29 169 198
Additions      30 63 93
Disposals      – (1) (1)
Depreciation charge      (16) (72) (88)
Closing net book amount      43 159 202
At 31 March 2009  
Cost      333 664 997
Accumulated depreciation      (290) (505) (795)
Net book amount      43 159 202
Year ended 31 March 2010  
Opening net book amount      43 159 202
Additions      14 27 41
Disposals      – (1) (1)
Depreciation charge      (20) (77) (97)
Closing net book amount      37 108 145
At 31 March 2010  
Cost      347 690 1,037
Accumulated depreciation      (310) (582) (892)
Net book amount      37 108 145
15 group investments
The Company owns 49% of Focus Solutions Holdings Inc, a dormant holding company registered in Delaware, USA which holds 
100% of Focus Solutions Inc, a dormant company registered in Pennsylvania, USA. The Company directly holds more than 20% 
of the share capital of the following companies which are included in the consolidated results of the Group:
 Country of  Proportion  
Name incorporation held Nature of business
Focus Business Solutions Limited England 100%  Provision of business solutions in life and pensions and 
financial services markets
Focus Software Limited England 100% Development and distribution of software
Focus Holdings Limited England 100% Holding company
Focus Solutions EBT Trustee Limited England 100% Management of Employee Benefit Trust
The Coaching Platform Limited England 100%  Provision of training, consultancy and business solutions 
in the financial services market 41
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
16 deferred income tax
(a) movement in the year
       2010 2009 
       £’000 £’000
Deferred tax asset 
Balance at 1 April 2009       972 1,026
Recognition of deferred tax asset       93 –
Utilisation of deferred tax asset       (471) (54)
At 31 March 2010       594 972
(b) balances at year end
Deferred taxation balances consist of the following amounts:
       2010 2009 
       £’000 £’000
Temporary differences relating to: 
– tax losses carried forward       1,130 972
– timing differences on share options       161 –
– accelerated capital allowances       117 –
– timing differences on R&D asset       (814) –
       594 972
Deferred tax assets have been recognised in respect of certain temporary differences, some of which occurred in the 
current or previous year. These assets have only been recognised to the extent that their recovery is probable during the 
foreseeable future.
17 trade and other receivables
       2010 2009 
       £’000 £’000
Non–current assets: 
Amounts recoverable on contracts       2,551 345
       2,551 345
Current assets: 
Trade receivables       2,250 964
Other receivables       2 28
Prepayments and accrued income       147 275
Amounts recoverable on contracts       1,556 1,402
       3,955 2,669
Total trade and other receivables       6,506 3,014
Trade receivables are stated net of an impairment for estimated irrecoverable amounts of £68,000 (FY2009: £108,000).
The carrying amount of trade and other receivables approximates to fair value. The fair values of trade receivables due after 
more than one year are based on cash flows discounted using a rate of 5% per annum (FY2009: 10%). The discount rate is 
based on borrowing rates plus an appropriate adjustment for credit risk.
Movements on the allowance for irrecoverable amounts on trade receivables are as follows:
       2010 2009 
       £’000 £’000
As at 1 April 2009       108 33
Provision for impairment of trade receivables       148 108
Amounts written off as irrecoverable        (80) –
Unused amounts reversed       (108) (33)
As at 31 March 2010       68 108
The Group’s main credit risk relates to trade receivables which are stated net of the provisions above. No collateral is held as 
security against these debtors and the carrying value represents the fair value. financial statements
42
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
18 trade and other payables
       2010 2009 
       £’000 £’000
Current liabilities: 
Trade creditors       317 439
Other taxation and social security costs       711 647
Accruals and deferred income       1,840 929
Contingent consideration       100 95
Payments on account       81 37
       3,049 2,147
Non–current liabilities: 
Contingent consideration       – 156
       – 156
Total trade and other payables       3,049 2,303
19 financial instruments and financial risk management
The accounting policies include an explanation of the role that financial instruments have in creating or changing the risks the 
Group faces in its activities. The disclosure in this note deals with the Group’s financial assets and liabilities.
financial instruments
The Group’s financial instruments comprise cash, bank overdrafts, provisions and various other items, including accounts 
receivable and accounts payable that arise directly from its operations.
The Group recognises financial instruments in its accounts when it enters into a binding agreement to receive cash or other 
economic benefits and derecognises them once all parties to the agreements have discharged all their obligations.
Financial assets comprise cash and trade debtors. Interest income and expenses are recognised in the income statement on  
an accruals basis. Realised gains and losses upon expiry of derivative financial instruments are recognised on settlement of  
the underlying contract.
financial assets
The Group’s financial assets at the year-end are analysed as follows:
       2010 2009 
       £’000 £’000
Trade receivables       2,250 964
Cash and cash equivalents       2,401 4,004
       4,651 4,968
The ageing of the Group’s trade receivables as at 31 March 2010 is analysed as follows:
       2010 2009 
       £’000 £’000
Less than 3 months overdue, not impaired       2,168 964
Less than 3 months overdue, impaired       68 108
More than 3 months overdue, not impaired       82 –
More than 3 months overdue, impaired       – –
       2,318 1,072
Movements in the provision for impairment of trade receivables are analysed in note 17.
credit risk
The Group reviews the level of exposure to individual receivables and imposes appropriate credit limits and payment terms. No 
collateral is held in regard to these amounts and these amounts represent the Group’s total credit risk. The customer population 
is homogenous and comprises “blue-chip” companies. 43
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
19 financial instruments and financial risk management continued
financial liabilities
The Group has a £0.75 million bank overdraft facility, which is secured over the Group’s assets. At 31 March 2010, the Group 
had not drawn down that facility. The facility is renewable annually and incurs interest at a rate of 3% above HSBC’s base rate. 
All trade payables other than the contingent consideration on the acquisition of The Coaching Platform Limited will be settled  
in less than three months. Cash and money market deposits are carried at face value.
interest rate risk
The Group continues to finance its operations from the original issue of new equity. Accordingly borrowings are insignificant. 
Surplus cash balances are held on the money market in the short term at fixed rates of interest. All financial assets earn interest 
at floating rates based on LIBOR. Total cash is £2,401,484 (FY2009: £4,003,649).
Sensitivities of movements in interest rates have been considered by the Directors and reasonable movements in interest rates 
are not considered to have a material impact on Group profits or equity.
liquidity risk
Surplus cash is invested so as to achieve a market rate of return. These investments are held to ensure the Group remains 
sufficiently liquid to meet its requirements.
foreign currency and price risk
The Group seeks to minimise the foreign currency risk arising from trading with overseas customers by billing in sterling where 
possible. The Group has minimal exposure to price risks.
capital risk management
The Group’s objectives when managing capital (when representing the net assets of the Group) are to safeguard the Group’s 
ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other 
stakeholders, and to provide an adequate return to shareholders by pricing products and services commensurately with the 
level of risk.
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it 
in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust 
the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue 
new shares, or sell assets to reduce debt.
The Group currently has no debt.
20 share capital
       2010 2009 
       £’000 £’000
Authorised
60,000,000 Ordinary Shares of 10p each       6,000 4,000
Share capital brought forward       2,947 2,946
Issued on exercise of options       16 1
Allotted, issued and fully paid carried forward
29,633,652 Ordinary Shares of 10p each (FY2009: 29,471,152)      2,963 
2,947
At the last Annual General Meeting, held on 6 August 2009, the Group increased its authorised share capital from 40,000,000  
to 60,000,000 Ordinary Shares of 10p each.
During the year, the company issued 162,500 Ordinary Shares of 10p each, pursuant to the exercise of share options by 
employees of the Company, for a net consideration of £32,000, including share premium of £16,000. The shares ranked 
pari passu with the existing Ordinary Shares in the Company. financial statements
44
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
21 share options
Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are  
as follows:
     31 March 2010
        WAEP 
       Number Pence
Outstanding at beginning of the year       4,802,447 0.08
Created during the year       – –
Exercised during the year       (162,500) 0.15
Lapsed during the year       (40,006) 0.49
Cancelled during the year       – –
Outstanding at the end of the year       4,599,941 0.08
Exercisable at the end of the year       258,336 0.43
The options outstanding at 31 March 2010 had an exercise price of between nil pence and 89 pence, and a weighted average 
remaining contractual life of 7 years 10 months.
During the year, the Company issued 162,500 ordinary 10 pence shares in respect of share options exercised for a net 
consideration of £32,000, including share premium of £16,000.
At 31 March 2010 the Company had the following outstanding share options.
 Exercise price 
Number (pence) Notes Scheme Exercise period
38,500 89.00  The Approved Scheme 25.07.2004 – 24.07.2011
7,700 89.00  The Approved Scheme 14.11.2004 – 13.11.2011
12,800 48.50  The Approved Scheme 02.05.2005 – 01.05.2012
63,750 25.00  The Approved Scheme 16.06.2006 – 15.06.2013
49,872 35.00  The Approved Scheme 06.01.2007 – 05.01.2014
85,714 35.00  The Approved Scheme 14.01.2007 – 13.01.2014
329,500 48.50 A The EMI Scheme 04.01.2010 – 03.01.2017
169,164 48.50 A The Unapproved Scheme 04.01.2010 – 03.01.2017
251,022  0.00 A The Unapproved Scheme 04.01.2010 – 03.01.2017
393,442  0.00 B The EMI Scheme 29.09.2011 – 28.09.2018
614,483 30.50 B The EMI Scheme 29.09.2011 – 28.09.2018
2,583,994 0.00 C LTIP 29.09.2011 – 28.09.2018
Since the year-end no options have lapsed.
notes
The following options have performance conditions requiring the average mid-market price of the Company’s shares to exceed 
the amount stated for any three-month period during the period from the date of grant to 91 days after the announcement of the 
Company’s annual results for the financial year ending 31 March 2010:
  Mid-market  Additional 
 No of price performance 
Note options (pence) conditions
A 329,500 63.05 None
A 169,164 63.05 None
A 251,022 63.05 None
The following options have performance conditions requiring the average mid-market price of the Company’s shares to exceed 
the amount stated for any 90 day period during the period from date of grant to 30 September 2011:
  Mid-market  Additional 
 No of price performance 
Note options (pence) conditions
B 393,442 60.00 None
B 614,483 60.00 None 45
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
21 share options continued
The following options have performance conditions requiring the average mid-market price of the Company’s shares to exceed 
the amount stated for any 90 day period during the period from date of grant to 30 September 2011:
  Mid-market Additional 
 No of price performance  
Note options (pence) conditions
C 2,583,994 170.00  50% may be exercised if the average mid–market price 
of the company’s shares exceed 60 pence for any 90 
day period during the period from the date of grant to 
30 September 2011
    75% may be exercised if the average mid-market price 
of the company’s shares exceed 110 pence for any 90 
day period during the period from the date of grant to 
30 September 2011
The significant assumptions input into the QCA IRS option pricing valuation model used by the Group to determine the fair value 
of options granted to employees are set out below:
Grant Date      16-Jun-03 06-Jan -04 14-Jan-04
Number of options originally granted      137,250 90,092 85,714
Assumptions
Share price at grant date      £0.250 £0.350 £0.350
Exercise price      £0.250 £0.350 £0.350
Vesting period      4 4 4
Option life (years)      5 5 5
Risk free rate      4.30% 4.30% 4.30%
Likelihood of remaining employed at exercise date      66.0% 66.0% 66.0%
Expectations of meeting performance criteria      0.0% 0.0% 0.0%
Calculated fair value per option      £0.09 £0.13 £0.13
Grant Date      04-Jan-07 04-Jan-07 04-Jan-07
Number of options originally granted      963,138 169,194 251,022
Assumptions
Share price at grant date      £0.485 £0.485 £0.485
Exercise price      £0.485 £0.485 £0.000
Vesting period      4 4 4
Option life (years)      5 5 5
Risk free rate      4.30% 4.30% 4.30%
Likelihood of remaining employed at exercise date      66.0% 66.0% 66.0%
Expectations of meeting performance criteria      50.0% 50.0% 50.0%
Calculated fair value per option      £0.03 £0.03 £0.13
Grant Date      29-Sep-08 29-Sep-08 29-Sep-08
Number of options originally granted      393,442 614,483 2,583,994
Assumptions
Share price at grant date      £0.305 £0.305 £0.305
Exercise price      £0.000 £0.000 £0.000
Vesting period      4 4 4
Option life (years)      5 5 5
Risk free rate      4.30% 4.30% 4.30%
Likelihood of remaining employed at exercise date      66.0% 66.0% 66.0%
Expectations of meeting performance criteria      50.0% 50.0% 50.0%
Calculated fair value per option      £0.08 £0.08 £0.08
The total charge in the year in relation to employee share based payments was £22,000 (FY2009: £106,000). financial statements
46
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
22 share capital and reserves
     Share  Profit 
  Share Share Merger option Special and loss 
  capital premium reserve reserve reserve reserve T otal 
  £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2008  2,946 9,899 220 149 – (7,073) 6,141
Share capital issued  1 1 – –  – 2
Share based payments  – – – 106  – 106
Profit for the year  – – – – – 1,723 1,723
At 31 March 2009  2,947 9,900 220 255 – (5,350) 7,972
Share capital issued  16 16 – – – – 32
Share based payments  – – – 22 – – 22
Share premium account reduction  – (8,465) – – 8,465 – –
Tax credit relating to share option scheme  – – – – – 93 93
Profit for the year  – – – – – 1,565 1,565
At 31 March 2010  2,963 1,451 220 277 8,465 (3,692) 9,684
During the year, the company successfully applied to the court for the cancellation of its share premium account. £8,465,000 
has been transferred from the share premium account to distributable reserves (“special reserve”), thereby allowing the 
company to pay a dividend to shareholders in the future.
A deferred tax asset of £161,000 has been recognised in the year in respect of share based payments, resulting in a credit of 
£68,000 to the profit and loss account and £93,000 to reserves.
23 cash flow statement
Cash generated from operations
       2010 2009 
       £’000 £’000
Profit before income tax       2,036 1,777
Adjustments for:
Share based payment expense       22 106
Depreciation and amortisation       582 301
Net finance income       (3) (177)
Changes in working capital:
Trade and other receivables       (3,492) 1,947
Trade and other payables       981 235
Cash generated from operations       126 4,189 47
focus solutions group plc  
annual report & accounts 2010
notes to the consolidated financial statements (continued)
for the year ended 31 March 2010
24 commitments under operating leases
The Group leases certain offices under non-cancellable operating leases, with varying terms, escalation clauses and renewal 
rights. The Group also leases various motor vehicles under non-cancellable operating leases. The lease expenditure charged  
to the income statement is disclosed in note 4.
The total value of minimum lease payments under non-cancellable operating leases for each of the following periods is  
as follows:
       2010 2009 
       £’000 £’000
Not later than one year        74 317
Later than one year and not later than five years        9 60
       83 377
25 pension commitments
The Group has defined contribution pension schemes for certain directors and employees. The assets of the schemes are held 
separately from those of the Group in independently administered funds. Total contributions payable in the statutory year to 
31 March 2010 amounted to £164,000 (FY2009: £161,000). As at 31 March 2010, contributions amounting to £nil (FY2009: £nil) 
had been prepaid.
26 related parties
The Group has taken advantage of the exemption under IAS 24 ‘Related party disclosures’, allowing details of related party 
transactions with wholly owned subsidiary companies not to be disclosed in the consolidated financial statements.
During the year, Azini Capital Partners LLP invoiced the Group £22,000 in respect of N J Habgood’s services. At the year end, 
an amount of £6,000 remained unpaid in respect of an invoice received in February 2010 for N J Habgood’s services for the 
months of February, March and April 2010. This invoice was settled in full in April 2010.
The Directors do not consider the Company to have an ultimate controlling party. financial statements
48
focus solutions group plc  
annual report & accounts 2010
independent auditors’ report to the members of Focus Solutions Group plc
We have audited the parent company financial statements of 
Focus Solutions Group plc for the year ended 31 March 2010 
which comprise the holding Company Balance Sheet and  
the related notes. The financial reporting framework that has 
been applied in their preparation is applicable law and United 
Kingdom Accounting Standards (United Kingdom Generally 
Accepted Accounting Practice).
respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ 
Responsibilities, the Directors are responsible for the 
preparation of the parent company financial statements  
and for being satisfied that they give a true and fair view.  
Our responsibility is to audit the parent company financial 
statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices 
Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and 
only for the Company’s members as a body in accordance 
with Chapter 3 of Part 16 of the Companies Act 2006 and for 
no other purpose. We do not, in giving these opinions, 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.
scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts  
and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free 
from material misstatement, whether caused by fraud or error. 
This includes an assessment of: whether the accounting 
policies are appropriate to the parent company’s 
circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant 
accounting estimates made by the Directors; and the overall 
presentation of the financial statements.
opinion on financial statements
In our opinion the parent company financial statements:
give a true and fair view of the state of the Company’s •	
affairs as at 31 March 2010;
have been properly prepared in accordance with United •	
Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements •	
of the Companies Act 2006.
opinion on other matters prescribed by the Companies 
Act 2006
In our opinion the information given in the Directors’ Report  
for the financial year for which the parent company financial 
statements are prepared is consistent with the parent 
company financial statements.
matters on which we are required to report by exception
We have nothing to report in respect of the following matters 
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
adequate accounting records have not been kept by the •	
parent company, or returns adequate for our audit have  
not been received from branches not visited by us; or
the parent company financial statements are not in •	
agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified  •	
by law are not made; or
we have not received all the information and explanations •	
we require for our audit.
other matters
We have reported separately on the Group financial 
statements of Focus Solutions Group plc for the year ended 
31 March 2010.
Paul Norbury (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Milton Keynes
8 June 2010 49
focus solutions group plc  
annual report & accounts 2010
holding company balance sheet
as at 31 March 2010
       2010 2009 
      Notes £’000 £’000
Fixed assets
Tangible fixed assets      5 123 175
Investments      6 2,165 2,316
       2,288 2,491
Current assets
Debtors – due within one year      8 113 231
Debtors – due after more than one year      8 7,415 5,295
Cash at bank and in hand       2,402 4,150
       9,930 9,676
Creditors: amounts falling due within one year      9 (454) (344)
Net current assets       9,476 9,332
Total assets less current liabilities       11,764 11,823
Creditors: amounts falling due after more than one year     10 – (156)
Net assets       11,764 11,667
Capital and reserves
Called up share capital      11&12 2,963 2,947
Share premium      12 1,451 9,900
Share option reserve      12 277 255
Special reserve      12 8,465 –
Profit and loss account      12 (1,392) (1,435)
Total shareholders’ funds – equity interests      12 11,764 11,667
The financial statements on pages 49 to 54 were approved and authorised by the Board on 8 June 2010 and were signed on its 
behalf by:
 
R J Stevenson M J Clements
Director Director
The accompanying accounting policies and notes form an integral part of these financial statements.
Registered number: 3911357
Focus Solutions Group plc financial statements
50
focus solutions group plc  
annual report & accounts 2010
notes to the financial statements
for the year ended 31 March 2010
1 accounting policies
basis of accounting
The financial statements present financial information for 
Focus Solutions Group plc as a separate entity and have been 
prepared under the historical cost convention, in accordance 
with the Companies Act 2006 and UK Generally Accepted 
Accounting Standards. The Company’s consolidated financial 
statements, prepared in accordance with International 
Financial Reporting Standards as adopted by the European 
Union, are separately presented. The principal accounting 
policies adopted in these company financial statements are 
set out below and, unless otherwise indicated, have been 
consistently applied for all periods presented.
tangible fixed assets
Fixed assets are stated at historical cost less accumulated 
depreciation.
Depreciation is provided on all tangible fixed assets at rates 
calculated to write off the cost evenly over its expected useful 
life as follows:
Software   Between 2 and 4 years 
Fixtures and fittings Between 3 and 4 years 
Computer equipment Between 2 and 4 years
deferred taxation
Deferred tax is recognised in respect of all timing differences 
that have originated but not reversed at the balance sheet 
date, where transactions or events that result in an obligation 
to pay more tax in the future or a right to pay less tax in the 
future have occurred at the balance sheet date.
A net deferred tax asset is recognised as recoverable and 
therefore recognised only when, on the basis of all available 
evidence, it can be regarded as more likely than not that there 
will be suitable taxable profits against which to recover carried 
forward tax losses and from which the future reversal of 
underlying timing differences can be deducted.
Deferred tax 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 substantively enacted by  
the balance sheet date. Deferred tax is measured on an 
undiscounted basis.
leased assets and obligations
Assets obtained under hire purchase contracts or finance 
leases, which are those where substantially all the risks  
and rewards of ownership of the asset have passed to the 
company, are capitalised in the balance sheet. Those held 
under hire purchase contracts are depreciated over their 
estimated useful lives. Those held under finance leases are 
depreciated over their estimated useful lives or the lease term, 
whichever is the shorter.
The interest element of these obligations is charged to the 
profit and loss account over the relevant period. The capital 
element of the future payments is treated as a liability.
Rentals paid under operating leases are charged to the profit 
and loss account on a straight-line basis over the term 
of the lease.
foreign currency
Foreign currency transactions are converted to sterling during 
the year at the rates ruling at the time of the transaction. Any 
monetary amounts outstanding at the year-end are translated 
at the rate of exchange ruling at the balance sheet date and 
the gains and losses on translation are included in the profit 
and loss account.
pension contributions
The Company makes contributions to defined contribution 
pension schemes that have been set up for and independently 
administered on behalf of certain directors and employees. 
Contributions payable for the period are charged in the profit 
and loss account as incurred.
investments
In the Company’s balance sheet, investments in subsidiary 
undertakings are stated at cost less any provision for 
impairment. Where the consideration for the acquisition  
of a subsidiary undertaking includes shares in the company  
to which the provisions of sections 612 and 613 of the 
Companies Act 2006 apply, cost represents the nominal value 
of shares issued together with the fair value of any additional 
consideration given and acquisition costs.
share based payments
The Company has adopted the provisions of FRS20, Share 
Based Payments. The standard requires the Company to 
reflect in its profit and loss account the effects of share based 
payments such as employee share options. The fair value of 
options granted after 7 November 2002, which had not vested 
at 1 April 2005, is calculated at the grant date using the QCA 
IRS share option valuation model. In accordance with FRS 20, 
the resulting cost is charged to the profit and loss account 
over the vesting period.
exceptional items
The Company classifies items of income and expenditure as 
exceptional items, where the nature of the item, or its size, is 
likely to be material so as to assist the reader of the financial 
statements to better understand the results of the operations 
of the Company.
turnover
Turnover represents the invoiced value, net of Value Added 
Tax, of goods sold and services provided to customers during 
the period.
research and development expenditure
Research and development expenditure is written off in the 
year during which it is incurred. 51
focus solutions group plc  
annual report & accounts 2010
2 staff costs
Average employee numbers and staff costs for the Group are disclosed within note 7 of the Group accounts.
Information in respect of directors’ emoluments, share options and pensions is given in the Remuneration and Nomination 
Committee’s report on pages 23 to 25.
3 auditors’ remuneration
       2010 2009 
       £’000 £’000
During the year the following amounts were billed by the auditors:
Audit services: 
Fees payable to the company’s auditor for the audit of the parent company and consolidated accounts  39 67
Non audit services: 
Fees payable to the company’s auditor and its associates for other services:
Tax services        30 17
Total       69 84
4 taxation
The tax assessed for the year is lower (FY2009: lower) than the standard rate of corporation tax in the UK (28%).
a. Analysis of tax charge on ordinary activities
       2010  2009 
       £’000 £’000
Current tax: 
UK corporation tax at 28% (FY2009: 28%) based on the loss for the year     – –
Total current tax charge       –  –
Deferred taxation: 
Recognition of deferred tax asset arising on current year losses     43 –
Total tax credit on ordinary activities       43  –
b. Factors affecting tax change for the current year
Profit on ordinary activities before taxation       – 9
Tax at 28% (FY2009: 28%) thereon:       – (3)
Effects of: 
Expenses not deductible for tax purposes       (9) (34)
Accelerated capital allowances and other timing differences      (24) 37
Group relief received without payment       33 –
Current tax charge       – –
The corporation tax charge for the year has been reduced by £33,000 because of losses surrendered by a fellow subsidiary 
undertaking. No payment for this surrender is to be made to the Company.
The Directors are confident that the Company will achieve future profitability and therefore, a deferred tax asset of £43,000 has 
been recognised at the balance sheet date. financial statements
52
focus solutions group plc  
annual report & accounts 2010
notes to the financial statements continued
for the year ended 31 March 2010
5 tangible fixed assets
      Fixtures & Computer 
     Software fittings equipment T otal 
     £’000 £’000 £’000 £’000
Cost   
1 April 2009     93 70 175 338
Additions     – 14 19 33
At 31 March 2010     93 84 194 371
Depreciation   
1 April 2009     47 27 89 163
Charge for the year     22 20 43 85
At 31 March 2010     69 47 132 248
Net book amount   
31 March 2010     24 37 62 123
31 March 2009     46 43 86 175
6 investments
 Shares in 
 Group undertakings
       2010 2009 
The Company       £’000 £’000
Cost and net book amount       2,165  2,316
During the year, a fair value adjustment was booked in respect of the acquisition of the Coaching Platform Limited, resulting  
in a decrease in the cost of investment of £151,000. Further details are provided in note 13 of the group accounts.
The Company directly holds more than 20% of the share capital of the following companies which are included in the 
consolidated results of the Group:
 Country of  Proportion  
Name incorporation held Nature of business
Focus Business Solutions Limited England 100%  Provision of business solutions in life and pensions and 
financial services markets
Focus Software Limited England 100% Development and distribution of software
Focus Holdings Limited England 100% Holding company
Focus Solutions Employee Benefit   
Trust Limited England 100% Management of Employee Benefit Trust
The Coaching Platform Limited England 100%  Provision of training, consultancy and business 
solutions in the financial services market 53
focus solutions group plc  
annual report & accounts 2010
7 deferred income tax
a. movement in year
       2010 2009 
       £’000 £’000
Deferred tax asset 
Balance at 1 April 2009       – –
Credit for the year       43 –
As at 31 March 2010       43 –
b. balances at year end
Deferred taxation balances consist of the following amounts:
        2010 2009 
       £’000 £’000
Assets 
Temporary differences relating to: 
Tax losses carried forward       43 –
       43 –
8 debtors
       2010 2009 
       £’000 £’000
Amounts falling due within one year: 
Other debtors       2 8
Prepayments and accrued income       111 223
       113 231
Amounts falling due after more than one year: 
Deferred tax asset       43 –
Amounts due from group undertakings       7,372 5,295
Total debtors       7,415 5,525
9 creditors: amounts falling due within one year
       2010 2009 
       £’000 £’000
Trade creditors       154 132
Other taxation and social security costs       38 11
Accruals and deferred income       162 106
Contingent consideration       100 95
       454 344 financial statements
54
focus solutions group plc  
annual report & accounts 2010
notes to the financial statements continued
for the year ended 31 March 2010
10 creditors: amounts falling after more than one year
       2010 2009 
       £’000 £’000
Contingent consideration       – 156
11 share capital
       2010 2009 
       £’000 £’000
Authorised 
60,000,000 Ordinary Shares of 10p each       6,000 4,000
Allotted, issued and fully paid 
Share capital brought forward       2,947 2,946
Issued on exercise of options       16 1
29,633,652 Ordinary Shares of 10p each (FY2009: 29,471,152)      2,963 
2,947
12 share capital, reserves and reconciliation of movement in total shareholders’ funds
     Share  Profit 
   Share Share option Special and loss 
   capital premium reserve reserve reserve T otal 
   £’000 £’000  £’000 £’000 £’000 £’000
At 1 April 2009   2,947 9,900 255 – (1,435) 11,667
Share capital issued   16 16 – – – 32
Employee share based payments charge   – – 22 – – 22
Share premium account reduction   – (8,465) – 8,465 – –
Profit for the year   – – – – 43 43
At 31 March 2010   2,963 1,451 277 8,465 (1,392) 11,764
The movement on the share premium account and special reserve is explained within note 22 of the group accounts.
As permitted by section 408 of the Companies Act 2006, the profit and loss account of the parent company is not presented  
as part of these accounts. The parent company’s profit for the financial year amounted to £43,000 (FY2009: £10,000 profit).
13 commitments under operating leases
At 31 March 2010, annual commitments under non-cancellable operating leases were as follows:
       2010 2009 
       £’000 £’000
Land and buildings: 
Expiring within one year       49 12
Expiring between 2 and 5 years        – 263
Other: 
Expiring within one year       2 7
Expiring between 2 and 5 years       16 –
       67 282 55
focus solutions group plc  
annual report & accounts 2010
directors, advisors and shareholder information
Directors
A M Taylor Non-Executive Chairman
R J Stevenson  Chief Executive
M J Clements ACA Finance Director
F Murray Chief Technology Officer
M G Fiennes  Non-Executive Director
N J Habgood Non-Executive Director
J B Streets Non-Executive Director
R Whatford Non-Executive Director
Secretary
M J Clements ACA
Registered office  
Cranford House  
Kenilworth Road 
Leamington Spa 
Warwickshire  
CV32 6RQ 
Nominated advisor and broker 
FinnCap Limited   
Registrars 
Capita Registrars
Solicitors
Wragge & Co LLP
Hammonds LLP
Harrison Clark LLP 
Principal bankers
HSBC plc
Independent auditors  
PricewaterhouseCoopers LLP
Website
www.focus-solutions.co.uk
Stock Exchange symbol  
fsg 
Financial calendar
Annual General Meeting 5 August 2010 
Announcement of Interim Results 2010/2011 December 2010
Announcement of Results 2010/2011 June 2011 56
focus solutions group plc  
annual report & accounts 2010
notes The paper used in the production of this Annual Report is:
•  produced at a mill that is certified with the ISO14001 
environmental management standard. 
•  from an FSC Mixed Sources product group from well managed 
forests and other controlled sources  focus solutions group plc 
cranford house, kenilworth road, leamington spa, 
warwickshire, cv32 6rq, united kingdom
t. +44 (0)1926 468300  f. +44 (0)1926 468400 
w. www.focus-solutions.co.uk
focus solutions group plc    annual report and accounts 2010