Report & Financial Statements
2 008
Year ended 31 March • Year Ended 31 March • Year ended 31 March • Year Ended 31 March • Year Ended 31 March
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Company Number 
3637683 
 
 
Registered Office 
2 Bartholomews 
Brighton 
BN1 1HG 
 
 
Telephone 
01273 200100 
 
 
Directors 
Patrick J Carr (Chairman) 
David Wood (Chief Executive) 
Paul Jewell 
Sir Richard Kleinwort, Bt 
Robert Weir 
 
 
Secretary 
Richard Beeforth 
 
 
Nominated Adviser and Broker 
Smith & Williamson Corporate Finance Limited 
25 Moorgate 
London 
EC2R 6AY 
 
 
Auditor 
Baker Tilly UK Audit LLP 
International House 
Queens Road 
Brighton 
BN1 3XE 
 
 
Registrars 
Capita IRG 
Bourne House 
34 Beckenham Road 
Beckenham 
BR3 4TV 
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Contents 
 
 
Page 2 
Highlights ............................................................................................. 3 
  
Chairman’s Statement .............................................................................. 4 
  
Chief Executive’s Report  ..........................................................................  5 
  
Directors’ Report  ................................................................................... 7 
  
Corporate Governance Report  ....................................................................   10 
  
Remuneration Report  .............................................................................. 13 
  
Independent Auditor’s Report  .................................................................... 15 
  
Consolidated Income Statement  .................................................................. 16 
  
Consolidated Balance Sheet  ....................................................................... 17 
  
Consolidated Statement of Changes in Shareholders’ Equity  ................................ 18 
  
Consolidated Cash Flow Statement  .............................................................. 19 
  
Notes to the Consolidated Financial Statements  .............................................. 20 
  
Parent Company Balance Sheet  .................................................................. 41 
  
Notes to the Parent Company Financial Statement  ........................................... 43 
  
  
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Highlights 
 
 
 
 
 
 
 
 
 
Page 3 
  
 
• Sales increased 37% to £30.49m (2007: £22.23m) 
 
• Operating profit from continuing operations, before exceptional items and amortisation of intangible 
assets, is £0.97m (2007: £1.40m) 
 
• Operating profit is £0.16m (2007: £1.19m) 
 
• Profit after tax, before exceptional items, is to £0.34m (2007: £0.83m) 
 
• Loss after tax is £0.07m (2007: profit after tax £0.75m) 
  
• Earnings per share, before exceptional items, is 3.28p (2007: 8.00p) 
 
• Loss per share 0.66p (2007: Earnings per share 7.17p) 
 
• Dividends paid in year of £0.13m (2007: £0.21m) 
 
• Final dividends of 0.75p per share propose (2007: 1.25p per share) 
 
• Net assets per share are 21.48p (2007: 23.20p) 
 
Operating cash flow before movements in working capital is £0.66m (2007: £1.427m)  
 
 
 
 
 
•
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Chairman’s 
Statement 
Page 4 
 
Introduction 
 
The financial year 2007-8 has been a mixed year for the RDF Group (‘the Group’). The Group’s 
Recruitment division has performed strongly but the Managed Services division has suffered as a result of 
the impact of the credit crunch on one of its major clients. 
 
Results 
 
Total revenue in the year is £30.489m (2007: £22.227m) with the major growth coming from the 
Recruitment Services division. Operating profit, before exceptional items, is £0.747m (2007: £1.315m) 
and operating profit, after exceptional items, is £0.162m (2007: £1.193m).  As a result, the loss per 
share is 0.66p (2007: Earnings per share 7.17p). 
 
The Board can report that the Group was profitable in the last quarter of the financial year and that it 
has remained profitable in the first quarter of the current financial year 2008-9. Having not paid an 
interim dividend for 2007-8, the Board is pleased to recommend a final dividend of 0.75p per share 
(2007: 1.25p), bringing the total to be paid for the year to 0.75p per share (2007: 2.25p). 
 
Strategic Developments 
 
During the last quarter of the year, the Board reviewed the current strategy of the Group’s investment in 
both its Managed Services division and Recruitment division. As a result of this review the Board 
concluded that its Managed Services division should be sold, subject to achieving an acceptable price.  
The Board appointed Smith & Williamson Corporate Finance Limited to manage the sale process and 
announced the decision on 17 June 2008. So far no formal offers have been received for the business 
although a number of expressions of interest have been received. 
 
Outlook 
 
In the prevailing economic climate, all companies face new and unusual challenges and the Group is no 
different.  Notwithstanding this, due to the measures we have put in place, we are confident that the 
Board’s strategy will deliver results and expect the Group to return to profitability.  The possible 
disposal of the Managed Services division should have little direct effect on 2008-9 but is expected to 
enhance earnings over time. 
 
 
 
Jim Carr 
 
Non Executive Chairman  
22 August 2008
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Chief Executive’s 
Report 
Page 5 
 
Introduction 
 
I am pleased to announce RDF Group’s fourth successive year of revenue growth. Whilst I am 
disappointed at the small post-tax loss incurred in the year, your Board and I are pleased that the 
decisions that we took in December 2007 and January 2008 have significantly reduced the impact of one 
of the Managed Services division’s major customers being adversely affected by the credit crunch.  
 
Financial Results 
 
Revenue has increased by over 37.2% to £30.489m (2007: £22.227m). Operating profit, before 
amortisation of goodwill and exceptional items was £0.968m (2007: £1.402m) and the overall operating 
profit was £0.162m (2007: £1.193m). 
 
The exceptional items referred to were all related to the Managed Services business and are discussed in 
more detail below and in note 4 to the financial statements. 
 
Review of Operations and Key Performance Indicators 
 
Managed Services 
The year started very well with a number of new business wins, an increase in demand for our services 
and new contracts being awarded from two of our major customers. Throughout the first half, your 
Board were very confident of achieving not only record growth in terms of turnover in this division but 
also in terms of contribution to the Group’s profits. The Board was also focussed on developing a broader 
client base in order to spread the financial risks of this side of the business as well as fully leveraging the 
significant investment in infrastructure and an expanded management team. 
 
In September 2007, one of our major clients had an unprecedented collapse in its business model. As a 
result, the agreement previously reached was renegotiated following lengthy discussions with senior 
management within the client. Your Board took the decision to fully support the client and as a result 
RDF remains one of a much smaller group of suppliers to that business with strong relationships and a 
longer term contractual commitment.  Had the Board not taken this supportive action, the exceptional 
costs of unrecoverable “down time” of £326,000 would have resulted in staff redundancies and a much 
smaller business unit (less viable for disposal or for future development within the Group). 
  
Overall the division generated revenues of £10.426m (2007: £9.858m) and contributed an operating 
profit, before amortisation of intangible assets and goodwill, of £5,000 (2007: £357,000).  Exceptional 
costs of £510,000 were incurred, detailed in note 4 to the financial statements, and amortisation of 
intangible assets totalled £224,000 (2007: £75,000), including an accelerated charge of £75,000. Overall 
the division incurred a loss before interest and tax of £729,000. 
 
Recruitment Services 
The Recruitment Services division continues to grow strongly with revenues up by 62.2% on the previous 
year to £20.063m (2007: £12.369m). The division continues to win new business from existing clients and 
to develop new clients. During the financial year, this division billed over 150 clients. 
 
The temporary contract side of the division has income of £18.792m (2007: £11.722m) but margins have 
fallen slightly to 12.8% (2007: 13.1%), reflecting tightening market conditions. The permanent placement 
side has also grown significantly with income up to £1.271m (2007: £0.647m). 
 
Overall, the division contributed profit before amortisation of intangible assets of £1.340m (2007: 
£1.391m) and a profit before interest and tax of £1.268m (2007: £1.379m). 
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Chief Executive’s 
Report 
Page 6 
 
Corporate Social Responsibility 
 
Your Board is aware that business can have a significant impact on the community and, being a company 
built on our staff, I feel that it important to support local and national organisations as part of our 
corporate social responsibility. 
 
As discussed in last year’s report, the Group became the major sponsor for Sussex County Cricket Club in 
2007. This has proved to be a great success for both the Club and RDF. In 2007 the team won the County 
Championship for the second successive year and for the third time in five years. This success on the 
field meant that RDF had extensive coverage in many local, regional and national newspapers, as well as 
on television and radio. Your Board is very pleased with the agreement, which lasts for three years, and 
is expecting to continue to build awareness of the Group’s brand and services.  
 
In addition to the Sussex County Cricket Club sponsorship, each branch is able to sponsor local charities 
and employees are encouraged to match the contributions with personal donations. 
 
Future Developments 
 
As mentioned in the Chairman’s Statement, the Board has taken the decision to sell the Group’s 
Managed Services division if an acceptable price can be achieved.  The Board remains confident in the 
future of the Managed Services division in the medium to long term.  However, the Board’s strategic 
decision has been driven by:  
 
• the recent growth and significant contribution that has been achieved by the Recruitment Services 
division, and 
• the investment required in terms of staff, infrastructure and working capital to produce significant 
growth in the Managed Services division at a time when the Group is not in a position to seek new 
external investment. 
 
In the event that the Managed Services division is not sold, the Board will continue to invest in it, 
utilising the profits generated from the Recruitment division. 
 
In the last quarter of the financial year, the Group returned positive results.  However, as previously 
mentioned in the Chairman’s Statement the economic climate remains uncertain and your Board does 
not expect the growth rates achieved in the last few years to continue on an organic basis. 
 
Finally, I would like to thank our staff for their work and commitment to your company over the last 
year. For many, the uncertainty created during the credit crisis at one of our major clients was very 
worrying, but, despite this, they have continued to work to the highest levels of ability and dedication. 
 
 
 
David Wood 
Chief Executive 
22 August 2008 
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Directors’ 
Report 
Page 7 
 
The directors present their report and the audited financial statements of the company and the Group 
for the year ended 31 March 2008.  This is the first year in which the Group has presented its financial 
statements under International Financial Reporting Standards (“IFRS”) and IFRS1 ‘First Time Adoption of 
International Financial Reporting Standards’ has been applied. The last financial statements prepared 
under UK Generally Accepted Accounting Principles were for the year ended 31 March 2007 and 
comparatives have been restated to comply with IFRS. The transition from UK GAAP to IFRS is explained 
in note 27. The financial statements of the parent company, RDF Group plc, continue to be prepared in 
accordance with UK GAAP. 
Principal Activities and Business Review 
 
RDF Group plc is a public limited company, incorporated in England and quoted on AIM. The principal 
activities of the Group during the year were the provision of IT related managed software services, the 
provision of IT related temporary contracts and permanent recruitment placements. 
 
A fair review of the business and future developments is provided in the Chairman’s Statement on page 4 
and the Chief Executive’s Report on pages 5 and 6. The directors consider that the financial key 
performance indicators are turnover, operating profit, earnings per share and net cash. These are 
reviewed in the Chairman’s Statement and Chief Executive’s Report. Non financial key performance 
indicators are not considered material to managing the financial performance of the Group. 
 
There are a number of risks and uncertainties which could have an impact on the Group’s long term 
performance and cause actual results to differ materially from expected and historical results. The 
directors seek to identify material risks and put in place policies and procedures to mitigate any 
exposure.   
 
Competitor Risk 
The market for IT services is extremely fragmented with a large number of suppliers operating in all our 
markets.  Very few of these suppliers have the combination of managed software services and temporary 
contracts and permanent recruitment placement services.  However the competition may intensify 
through consolidation or new entrants to the market and in order to mitigate this risk and maintain our 
competitive position we work to build strong customer relationships and maintain and develop our 
services ahead of the competition. 
 
Economic Risk 
The IT industry has a reputation for being vulnerable to the ups and downs of the economy. The 
directors have taken a number of steps to mitigate any perceived risk such as increasing the proportion 
of contracted recurring income and increasing the knowledge and skills of our staff. 
 
In addition to the above, note 2 gives detail on the Group’s financial risk management, including price 
risk, credit risk, liquidity risk and cash flow risk. Included in note 1 is the Group’s policy in relation to 
critical accounting estimates and judgements.  
Results and Dividends 
 
The Group incurred a loss for the year of £ 0.069m after tax (2007 as restated, profit: £ 0.746m), the 
details of which are shown in the consolidated income statement on page 16.  
 
The directors recommend a dividend of 0.75 pence per share which, if approved at the Annual General 
Meeting, will be paid on 29
 
September 2008 to shareholders on the register at 5 September 2008. 
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Directors’ 
Report 
Page 8 
 
Directors 
 
The names of the directors who held office during the year are shown on page 1.  Sir Richard Kleinwort 
and Robert Weir were appointed as directors on 31 January and 1 August 2008 respectively. Jim Carr, 
David Wood and Paul Jewell all held office throughout the year.  
 
Paul Jewell retires by rotation as director and, being eligible, offers himself for re-election.  
 
Sir Richard Kleinwort was appointed on 31 January 2008 and, being eligible, offers himself for election.  
 
Robert Weir was appointed on 1 August 2008 and, being eligible, offers himself for election. 
 
The Group holds qualifying indemnity insurance on behalf of the directors. 
Employment of Disabled Persons 
 
It is the Group’s policy to offer equal opportunities to disabled persons in matters of recruitment, 
training, career development and promotion.  Where people become disabled during the course of their 
employment, the Group makes every effort to retain their services and to provide retraining where 
necessary. 
Employee Involvement and Communication 
 
Information about the Group’s affairs is communicated to employees through regular newsletters, news 
updates and breakfast meetings with directors. 
Suppliers 
 
The Group operates a standard payment practice to contractors and suppliers. The Group recognises the 
importance of maintaining good business relationships with its contractors and suppliers and settles their 
invoices within agreed terms unless there are good reasons not to do so.  The average number of credit 
days taken on the outstanding balance at the year end is 32 (2007: 32). 
Statement of Directors’ Responsibilities 
 
The directors are responsible for preparing the Annual Report and the financial statements in accordance 
with applicable law and regulations. 
 
Company law requires the directors to prepare group and company financial statements for each 
financial year. Under that law the directors are required to prepare the group financial statements in 
accordance with International Financial Reporting Standards (“IFRS”) as adopted by the EU and have 
elected to prepare the parent company financial statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The 
group financial statements are required by law and IFRS adopted by the EU to present fairly the financial 
position and performance of the group: the Companies Act 1985 provides in relation to such financial 
statements, that references in the relevant part of the Act to financial statements giving a true and fair 
view, are references to their achieving a fair presentation.  
 
 
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Directors’ 
Report 
Page 9 
 
The company’s financial statements are required by law to give a true and fair view of the state of 
affairs of the company. In preparing those financial statements, the directors are required to: 
• select suitable accounting policies and apply them consistently; 
• make judgments and estimates that are reasonable and prudent; 
• for the group financial statements, state whether they have been prepared in accordance with IFRS 
adopted by the EU, and for the company financial statements state whether applicable UK 
Accounting Standards have been followed, subject to any material departures disclosed and 
explained in the financial statements; 
• prepare the financial statements on the going concern basis unless it is inappropriate to presume 
that  the company and the group as a whole will continue in business. 
 
The directors are responsible for keeping proper accounting records which disclose with reasonable 
accuracy at any time the financial position of the company and to enable them to ensure that the 
financial statements comply with the requirements of the Companies Act 1985. They are also responsible 
for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities. The directors are responsible for the maintenance and 
integrity of the corporate and financial information included on the company’s websites. 
Directors’ Remuneration 
 
The directors have reviewed the recommendations of The Combined Code in respect of directors’ 
remuneration and the Remuneration Committee has given full consideration to its provisions.  The 
Remuneration Report is set out on pages 13 and 14. 
Charitable Donations 
 
During the year the Group made charitable donations totalling £8,463 (2007: £18,828), comprising 
several small donations to local charities. The company did not make any political donations (2007: £nil). 
 
Statement as to Disclosure of Information to the Auditor 
 
The directors who were in office at the date of approval of these financial statements have confirmed 
that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. 
Each of the directors has confirmed that they have taken all the steps that they ought to have taken as 
directors in order to make themselves aware of any relevant audit information and establish that it has 
been communicated to the auditor. 
Auditor 
 
Baker Tilly UK Audit LLP has indicated its willingness to continue in office and a resolution for its 
reappointment will be proposed at the forthcoming Annual General Meeting. 
 
By Order of the Board 
 
 
David Wood 
Director 
22 August 2008 
 
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Corporate Governance 
Report 
Page 10 
 
Compliance with the Combined Code 
 
The company’s shares were admitted to trading on the Alternative Investment Market (“AIM”) of the 
London Stock Exchange in 1999.  AIM listed companies are not required to comply with the Combined 
Code (2006) of Corporate Governance. However the Board supports the principles contained in the 
Combined Code and is committed to maintaining the highest standards of corporate governance. The 
Board has sought to comply with the provisions of the Combined Code in so far as it considers them 
appropriate for a company of RDF Group plc’s size and nature. 
 
This report provides a description of the Board, its role and its committees together with information on 
the Group’s system of internal controls. 
 
Board 
 
The Board of directors has overall responsibility for the management of the Group.  Its aim is to provide 
leadership and control in order to ensure the growth and development of the Group whilst representing 
the interests of all the Group’s stakeholders.  
 
The Board currently comprises the Non-Executive Chairman, two further Non-Executive Directors and 
two Executive Directors. The Board considers that the Non-Executive Directors are independent of the 
executives and free of any relationship which could materially affect the exercise of independent 
judgment.  
 
The roles of Chairman and Chief Executive are held by separate directors and there is a clear division of 
responsibilities with the Chairman responsible for overseeing the running of the board and ensuring that 
no individual has unfettered powers of decision whilst the Chief Executive oversees the day to day 
business of the Group. 
 
Management supplies the board with timely and appropriate information. All directors are able to take 
training or seek professional advice in connection with their duties as a member of the board. All 
directors have access, at the company’s expense, to the company’s legal or other independent 
professional advisers. 
 
The Board meets on a regular basis with additional special meetings if required. At their monthly 
meetings, the Board reviews the Group’s trading performance as well as considering the company’s 
position with regard to significant risk and matters relevant to the Board. The Board also has a schedule 
of matters reserved for its decision including the review and approval of Group strategy and long term 
plans, annual budgets, interim and annual financial statements, acquisitions and disposals, significant 
items of capital expenditure, banking arrangements and senior executive remuneration and 
appointments. The Board meetings are also attended by the Finance Director of RDF Consulting Limited, 
a subsidiary of the company, who acts as Finance Director for the Group. 
 
The Group does not comply with the Combined Code as the Board does not currently undertake a formal 
evaluation of its performance and effectiveness. 
 
Election    
 
In accordance with the company’s Articles of Association newly appointed directors are required to seek 
election at the first Annual General Meeting following their appointment. Furthermore the Articles 
require that each director resigns from the board by rotation every third year and is required to seek re-
election at that Annual General Meeting. 
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Corporate Governance 
Report 
Page 11 
 
Audit Committee 
 
The Audit Committee has been established in accordance with the recommendations of the Smith 
Guidance. Its principal responsibilities are to assist the Board in reviewing and approving the company's 
financial statements including any significant financial judgements contained therein, monitoring the 
company's internal financial control and risk management systems and making recommendations to the 
Board with regard to the appointment and remuneration of the external auditors. The Board is also 
responsible for ensuring that the engagement of the external auditors on non-audit services does not 
impair their independence.  
 
The Audit Committee, which comprises the non-executive directors and the Finance Director of RDF 
Consulting Limited, is chaired by Jim Carr and meets at least twice a year. The external auditors 
normally attend meetings and the executive directors may attend if the Audit Committee deems it 
appropriate or necessary for them to do so.  
 
The Audit Committee reviews the services provided by the external auditors, Baker Tilly UK Audit LLP, at 
least on an annual basis. This review includes consideration of the confirmation of independence which 
Baker Tilly UK Audit LLP provides to the company on an annual basis and the services which related 
Baker Tilly entities provide to the Group, in order to ensure that the independence of the auditors is not 
compromised. 
 
Remuneration Committee 
 
The Remuneration Committee comprises Jim Carr (non-executive chairman) and Sir Richard Kleinwort 
(non-executive director). It has formal terms of reference and its role is to review the performance of 
the executive directors and set the scale and structure of their remuneration and the basis of their 
service agreements with due regard to the interests of the shareholders. 
 
The Remuneration Committee prepares an annual report on the company's remuneration policy which is 
contained with the company's Annual Report and Accounts. Further details of the directors’ 
remuneration are set out in note 7 to the accounts. 
 
Directors’ Attendance 
 
Directors’ attendance at Board and Committee meetings during the year ended 31 March 2008 is:  
 
 Jim 
Carr 
Sir Richard 
Kleinwort 
David 
Wood 
Paul 
Jewell 
 
 
Board 7/9 1/1 9/9 9/9  
Audit Committee 2/2 0/0    
Remuneration Committee 1/1 0/0    
 
Internal Control 
 
The Board is responsible for maintaining a system of internal controls to safeguard shareholders' 
investment and the company’s assets. The systems have been established to provide reasonable 
assurance of effective and efficient operations, financial monitoring, the prevention and detection of 
errors and irregularities and compliance with laws and regulations. A system cannot however give 
absolute assurance against material misstatement or loss. 
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Corporate Governance 
Report 
Page 12 
 
The key procedures the Board has established to provide an effective system of internal control are as 
follows: 
• There is an organisational structure with clearly defined roles and responsibilities for the Board and 
other senior management personnel; 
• There is a schedule of reserved matters for decision by the Board; 
• There is a formal process for identifying and regularly reviewing major business risks faced by the 
Group; 
• Each year the Board approves the annual budget including an assessment of the key risks of the 
business. Performance against budget is continually monitored through regular reporting to the 
Board of variances from budget and the preparation of updated financial forecasts; and 
• There a system for authorisation and approval based on tiers of authority. 
 
The Board regularly reviews the effectiveness of the company’s system of internal control including 
financial, operational and risk management. The company does not currently have an internal audit 
function. However the Audit Committee reviews this on an annual basis in the light of changes to the 
company’s circumstances. 
 
Investor Relations 
 
The company has an investor relations programme designed to maintain effective relationships with all 
our shareholders. In addition to its Interim and Annual Reports, the Group provides access to up to date 
information via its website, www.rdfgroup.com, including access to the Regulatory News Service, share 
prices, information and contact details for investor queries. 
 
All shareholders are invited to attend the company’s Annual General Meeting to raise any questions 
regarding the strategy, management and financial performance of the Group and the Board is available 
to answer question both during and after the AGM.  
 
Going Concern 
 
The Board is of the opinion that the Group will have sufficient funding to meet its working capital needs. 
As a result the directors consider it appropriate to prepare the financial statements on a going concern 
basis.
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Remuneration 
Report 
Page 13 
The Remuneration Committee 
 
The company is not required by the AIM Rules or Companies Act to produce a remuneration report but 
has done so to maintain its commitment to maintaining the highest standards of corporate governance. 
The company’s remuneration policy is the responsibility of the Remuneration Committee which 
comprises Jim Carr (Non-Executive Chairman) and Sir Richard Kleinwort (Non-Executive Director). 
General Policy 
 
The company’s policy is to provide remuneration packages for executive directors which aim to attract 
and retain high quality executives and which link their reward to the Group’s performance. 
Remuneration Package 
 
There are four components to the remuneration package, namely base salary and benefits, bonus and 
commission, pension contributions and long-term incentive arrangements: 
 
• The base salaries of the executive directors were set at levels considered to be appropriate when 
they entered into service agreements with companies in the Group.  The base salaries are reviewed 
by the Remuneration Committee annually and any increases are awarded having regard to 
performance and salary levels in comparable organisations.  Benefits, which include health insurance 
and company cars, are not pensionable. 
• David Wood and Paul Jewell are entitled to a bonus based on the annual profits of the Group before 
taxation.  
• The Group contributes to money purchase pension arrangements.  Death in service benefit is also 
provided. 
• The company has established approved, unapproved and Enterprise Management Incentive (EMI) 
share option schemes, in which the directors may participate. 
 
In framing the remuneration policy, the company has given full consideration to the provisions contained 
in Code Provision B.1 and Schedule A of the Combined Code on Corporate Governance. 
 
Details of the directors’ emoluments are set out in note 7 to the accounts on page 29. 
Service Contracts and Letters of Engagement 
 
David Wood and Paul Jewell have rolling eighteen month service contracts.  
 
Jim Carr has a letter of engagement relating to his appointment as Non-Executive Chairman.  The 
agreement may be terminated by either party on eighteen months’ notice. Sir Richard Kleinwort and 
Robert Weir each have a letter of engagement relating to his appointment as Non-Executive Director.  
The agreement may be terminated by either party on three months’ notice. 
Directors’ Fees 
 
The executive directors are responsible for setting the fees of the non-executive directors, who do not 
receive any benefits or pension contributions. 
 
 
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Remuneration 
Report 
Page 14 
 
Share Options 
 
It is the Group’s policy to issue share options at appropriate intervals to motivate and retain employees 
and to align their interests with those of shareholders.  The company presently operates two share 
option schemes: 
 
• An EMI scheme 
• An unapproved scheme 
 
Under the share option schemes, the Remuneration Committee may grant to directors and employees 
options to subscribe for shares in the company, at an exercise price not less than the market price at the 
time of the grant. 
 
Non-executive directors are not entitled to participate in the company’s EMI scheme or approved share 
option scheme.  However, they are entitled to participate in the unapproved share option scheme.  
 
Details of the Directors interests in the share option schemes are included in note 7 to the financial 
statements on page 29. 
 
 
 
Jim Carr 
Chairman of the Remuneration Committee 
22 August 2008
RDF R&A MJA.indd   14 26/8/08   15:02:07 Independent Auditor’s Report  
to the Members of RDF Group plc 
 
 
 
Page 15 
 
We have audited the Group and parent financial statements on pages 16 to 43.      
 
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies 
Act 1985.  Our audit work has been undertaken so that we might state to the company’s members those matters we 
are required to state to them in an auditor’s report and for no other purpose.  To the fullest extent permitted by 
law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a 
body, for our audit work, for this report, or for the opinions we have formed. 
 
Respective Responsibilities of Directors and Auditor 
The directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance 
with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union (“EU”) 
and for preparing the parent company financial statements in accordance with applicable law and United Kingdom 
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of 
Directors’ Responsibilities. 
 
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements 
and International Standards on Auditing (UK and Ireland). 
 
We report to you our opinion as to whether the financial statements give a true and fair view and are properly 
prepared in accordance with the Companies Act 1985.  We also report to you whether, in our opinion, the 
information given in the Directors’ Report is consistent with the financial statements. The information given in the 
Directors’ Report includes specific information presented in the Chairman’s Statement, the Chief Executive’s 
Statement and the Remuneration Report. 
 
In addition we report to you, if, in our opinion, the company has not kept proper accounting records, if we have not 
received all the information and explanations we require for our audit, or if information specified by law regarding 
directors’ remuneration and other transactions is not disclosed. 
 
We read other information contained in the Annual Report, and consider whether it is consistent with the audited 
financial statements.  This other information comprises only the Chairman’s Statement, Chief Executive’s 
Statement, the Directors’ Report, the Corporate Governance Report, the Remuneration Report and the Statement of 
Directors and Advisers.  We consider the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the financial statements.  Our responsibilities do not extend to any 
other information. 
 
Basis of Audit Opinion 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the 
Auditing Practices Board.  An audit includes examination, on a test basis, of evidence relevant to the amounts and 
disclosures in the financial statements.  It also includes an assessment of the significant estimates and judgments 
made by the directors in the preparation of the financial statements, and of whether the accounting policies are 
appropriate to the Group’s and company’s circumstances, consistently applied and adequately disclosed. 
 
We planned and performed our audit so as to obtain all the information and explanations which we considered 
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements 
are free from material misstatement, whether caused by fraud or other irregularity or error.  In forming our opinion 
we also evaluated the overall adequacy of the presentation of information in the financial statements. 
 
Opinion 
In our opinion: 
- the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European 
Union, of the state of the Group’s affairs as at 31 March 2008 and of its  loss for the year then ended; 
- the parent company financial statements give a true and fair view, in accordance with UK Generally Accepted 
Accounting Practice, of the state of the parent company’s affairs as at 31 March 2008; and 
- the information given in the Directors’ Report is consistent with the financial statements. 
 
Baker Tilly UK Audit LLP 
Chartered Accountants and Registered Auditors 
International House, Queens Road, Brighton, BN1 3XE                          22 August 2008 
RDF R&A MJA.indd   15 26/8/08   15:02:07 2 Bartholomews
Brighton
 Consolidated Income Statement 
to 31 March 2008 
 
Page 16 
 
                           
  2008 2008 2008 2007 2007 2007 
  
Before 
exceptional 
items 
Exceptional 
items 
(Note 4) 
Total 
Before 
exceptional 
items 
Exceptional 
items 
(Note 4) 
Total 
     (restated) (restated) (restated) 
 Note £000 £000 £000 £000 £000 £000 
        
Revenue 3 30,489 - 30,489 22,227 - 22,227 
        
Cost of sales  25,946 326 26,272 17,967 - 17,967 
        
Gross profit  4,543 (326) 4,217 4,260 - 4,260 
        
Administrative expenses  3,575 184 3,759 2,858 122 2,980 
        
Operating profit before 
amortisation of intangible 
assets  968 (510) 458 1,402 (122) 1,280 
        
Amortisation of intangible 
assets  (221) (75) (296) (87) - (87) 
        
Operating profit 5 747 (585) 162 1,315 (122) 1,193 
        
Finance cost 8 (204) - (204) (89) - (89) 
Finance income 8 2 - 2 4 - 4 
        
Profit/(loss) on ordinary 
activities before taxation  545 (585) (40) 1,230 (122) 1,108 
        
Income tax expense 9 (204) 175 (29) (399) 37 (362) 
        
Profit/(loss) for the year 
attributable to equity 
shareholders of the parent 
company  341 (410) (69) 831 (85) 746 
        
        
        
        
Earnings per Share 10       
Basic  3.28p  - 0.66p 8.00p  7.17p 
        
Diluted  3.18p  - 0.64p 7.65p  6.87p 
  
 
The operating profit for the year arises from the Group's continuing operations. 
 
 
RDF R&A MJA.indd   16 26/8/08   15:02:07 2 Bartholomews
Brighton
 Consolidated Balance Sheet 
as at 31 March 2008 
Page 17 
 
 
  2008 2007 
   (restated) 
 Note £000 £000 
    
Non Current Assets    
Goodwill 12 538 538 
Other intangible assets 13 192 488 
Property, plant and equipment 14 400 440 
Deferred tax asset 20 13 33 
  1,143 1,499 
    
CURRENT ASSETS    
Trade and other receivables 16 6,441 5,287 
Cash and cash equivalents 17 100 44 
  6,541 5,331 
    
Total assets  7,684 6,830 
    
EQUITY    
Share capital 18 208 208 
Share premium account  103 103 
Equity options reserve  121 101 
Profit and loss account  1,802 2,001 
Total equity attributable to equity shareholders of the parent 
company  2,234 2,413 
    
LIABILITIES    
Non current liabilities    
Borrowings 19 32 43 
Deferred tax liabilities 20 88 110 
  120 153 
    
Current liabilities    
Trade and other liabilities 21 2,857 2,894 
Current income tax liabilities  12 336 
Borrowings 19 2,461 1,034 
  5,330 4,264 
    
Total liabilities  5,450 4,417 
    
Total liabilities and equity  7,684 6,830 
 
 
The financial statements on pages 16 to 40 were approved by the Board of directors and authorised for 
issue on 22 August 2008 and are signed on its behalf by: 
 
 
 
David Wood 
Director 
 
RDF R&A MJA.indd   17 26/8/08   15:02:08 2 Bartholomews
Brighton
 Consolidated Statement of 
Changes in Shareholders’ Equity 
for the year ended 31 March 2008 
Page 18 
 
 
 
 
 
Share 
capital 
 
Share 
premium 
 
Equity 
option 
reserve 
 
Retained 
earnings 
 
Total 
 £000  £000  £000  £000  £000  
      
At 1 April 2006 208 103 77 1,457 1,845 
      
Profit for the financial year – – – 746 746 
Dividends paid – – – (208) (208) 
Total recognised income and expense    538  
Share based payment expense – – 50 – 50 
Share options lapsed or exercised – – (26) 26 – 
Compensation in lieu of share options – – – (20) (20) 
At 1 April 2007 208 103 101 2,001 2,413 
      
Loss for the financial year – – – (69) (69) 
Dividends paid – – – (130) (130) 
Total recognised income and expense    (199)  
Share based payment expense – – 20 – 20 
At 31 March 2008 208 103 121 1,802 2,234 
 
 
 
 
RDF R&A MJA.indd   18 26/8/08   15:02:08 2 Bartholomews
Brighton
 Consolidated Cash Flow Statement 
for the year ended 31 March 2008 
   
Page 19 
 
 
 Note 2008 2007 
  £000 £000 
    
    
Cash Flows From Operating Activities     
Cash (utilised by) / generated from operations 24 (534) 489 
Net interest (paid) / received  (202) (85) 
Income tax paid  (357) (206) 
Net cash (used in) / from operating activities  (1,093) 198 
    
Cash Flows From Investing Activities    
Acquisition of subsidiary undertakings net of cash and overdrafts 
acquired  - (242) 
Purchase of property, plant and equipment  (139) (332) 
Purchase of intangible assets  - (299) 
Proceeds from the sale of property, plant and equipment  3 - 
Net cash flow used in investing activities  (136) (873) 
    
Cash Flows from Financing Activities    
Payment to cancel share options  - (20) 
New finance leases  - 60 
Repayment of finance leases  (9) (8) 
Equity dividends paid  (130) (208) 
Net cash flow used in financing activities  (139) (176) 
    
Decrease in cash and cash equivalents for the period  (1,368) (851) 
    
Cash and cash equivalents at the beginning of the year  (982) (131) 
    
Cash and cash equivalents at the end of the year  (2,350) (982) 
 
RDF R&A MJA.indd   19 26/8/08   15:02:09 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 20 
 
 
1    Accounting Policies 
General Information 
RDF Group plc is incorporated in England and domiciled in the United Kingdom. Its registered office is 2 Bartholomews, Brighton, BN1 
1HG and its principal activities are the provision of IT related managed software services, the provision of IT related temporary 
contracts and permanent recruitment placements. The financial statements are prepared in pounds sterling. 
Basis of Preparation 
The Group has historically prepared its audited financial statements on the basis of UK Generally Accepted Accounting Practice (“UK 
GAAP”). From 1 April 2007 the Group has adopted International Financial Reporting Standards (“IFRS”) as the Group is required to 
present its annual consolidated financial statements in accordance with accounting standards adopted for use in the European Union.  
These are the Group’s first financial statements prepared under IFRSs and IFRS1 ‘First time adoption of IFRS’ has been applied.  The 
comparative figures for 2007 as previously stated under UK GAAP have been restated in accordance with IFRS. An explanation of the 
transition from UK Generally Accepted Accounting Principles (UK GAAP) to IFRS is set out in note 27. 
Following the implementation of IFRS, the Group’s accounting policies have been consistently applied to all the periods presented 
unless otherwise stated. The principal policies are set out below. 
IFRS has only been applied to the consolidated financial statements. The company has elected to keep and prepare its parent company 
financial statements in accordance with UK GAAP. The financial statements of the company are presented on pages 41 to 43. 
Standards and Interpretations Not Applied 
At the date of approval of these financial statements, the following Standards and Interpretations (International Financial Standards 
Reporting Interpretation Committee – IFRIC), which have not been applied in these financial statements, were in issue but not yet 
effective: 
IFRS 8   Operating Segments 
IFRIC 11  Group and Treasury Share Transactions 
IFRIC 12  Service Concession Arrangements 
IFRIC 13  Customer Loyalty Programmes 
IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their interaction 
Revision of IAS 1 Presentation of Financial Statements 
The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the 
financial statements of the Group when the relevant standards and interpretations come into effect. 
Basis of Consolidation 
The consolidated financial statements incorporate the financial statements of RDF Group plc and of its subsidiaries. Subsidiaries are all 
entities over which the Group has the power to govern financial and operating policies, generally accompanying a shareholding of more 
than one half of the voting rights. Subsidiaries are fully consolidated from the date on which the Group takes control of a subsidiary. 
The Group adopts the purchase method in accounting for the acquisition of subsidiaries. On acquisition the cost is measured at the fair 
value of the assets given, plus equity instruments issued and liabilities incurred or assumed at the date of exchange, plus any costs 
directly attributable to the acquisition.  The assets acquired, liabilities and contingent liabilities assumed in a business combination are 
measured at their fair value at the date of acquisition. Any excess of the fair value of the consideration over the fair value of the 
identifiable net assets acquired is recorded as goodwill. Any deficiency of the fair value of the consideration below the fair value of 
identifiable net assets acquired is credited to the income statement in the period of the acquisition. 
The results of subsidiary undertakings acquired or disposed of during the year are included in the consolidated income statement from 
the effective date of acquisition or up to the effective date of disposal.  
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with 
those used by the Group. Inter-company transactions and balances between Group companies are eliminated. 
RDF R&A MJA.indd   20 26/8/08   15:02:09 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 21 
 
 
1    Accounting Policies (Continued) 
Critical Accounting Estimates and Judgements  
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of 
future events that are believed to be reasonable under the circumstances. 
Critical Accounting Estimates and Assumptions 
The Group makes estimates and assumptions concerning the future. Whilst the directors believe that the estimates and assumptions 
used in the preparation of the financial statements are reasonable, the resulting accounting estimates will, by definition, seldom equal 
the related actual results. The estimates that have a significant risk of causing a material adjustment to the carrying values of assets 
and liabilities within the next financial year are discussed below. 
i) Impairment of goodwill 
The Group tests annually whether the goodwill has suffered any impairment. The recoverable amounts of cash-generating units have 
been determined based on value-in-use calculations which require the use of estimates. 
ii) Customer contracts and relationships 
Similarly the computation of the fair value of customer contracts and relationships acquired is based on an estimate of future cash 
flows arising from those existing customers. 
iii) Recoverability of disputed debts 
The Group seeks appropriate legal advice on the recoverability of disputed debts and makes an assessment of the likely outcome in 
agreeing specific provisions for bad and doubtful debts. 
Revenue Recognition 
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 amount is not 
considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on 
historical results taking into account the type of customer, the type of transaction and the specifics of each arrangement. 
Sale of IT Managed Software Solutions and IT Contract Income 
The Group sells IT Managed Software Solutions and IT Contract Income on a time spent basis. Revenue arising from the sale of these 
services is recognised at the time that the work is carried out provided that all the Group’s obligations associated with the sale of the 
services have been fulfilled. 
Permanent Placement Fee Income 
The Group provides permanent placement recruitment search services to clients on a contingency basis. Revenue for this service is 
recognised when the Group’s obligations associated with the sale of the service have been fulfilled. This is normally at the time that a 
candidate starts their employment with a client. 
Interest income 
Interest income is recognised on a time proportion basis using the effective interest method.  
Segmental Reporting 
A business segment is a group of assets and operations engaged in providing products and services that are subject to risks and returns 
that are different from those of other business segments. A geographical segment is engaged in providing products and services within 
a particular economic environment in which the risks and returns are different from those operating in other economic environments.  
Operating Profit 
Operating profit represents the profit generated from operations. 
Borrowing Costs 
All borrowing costs are recognised in the income statement in the period to which they relate. 
 
 
RDF R&A MJA.indd   21 26/8/08   15:02:09 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 22 
 
 
Exceptional Items 
Items which are non-recurring and sufficiently material are presented separately within the consolidated income statement and 
reported as exceptional. The separate reporting helps provide a better understanding of the Group’s underlying business performance. 
Property, Plant and Equipment 
Property, plant and equipment are initially recorded at cost. Depreciation is calculated to write down the cost less estimated residual 
value of all property, plant and equipment by equal annual instalments over their expected useful lives. The rates generally applicable 
are:  
 
Leasehold property improvements  over the length of the lease 
Computer equipment and software  33% 
Office equipment    10% - 20% 
Motor vehicles    33% 
Assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date. 
Intangible Assets 
Goodwill 
Goodwill represents the excess of the cost of an acquisition over the fair value of the company’s share of the net identifiable assets of 
the acquired subsidiary at the date of acquisition. Separately identified goodwill is tested annually for impairment and carried at cost 
less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity 
include the carrying amount of goodwill. 
Goodwill is allocated to cash-generating units for the purposes of impairment testing. The allocation is made to those cash-generating 
units that are expected to benefit from the business combination in which the goodwill arose.  
Computer software 
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific 
software. These costs are amortised over their estimated useful lives at rates of 33% to 50%. 
Costs associated with the production of identifiable and unique software products, including the payroll costs of the development 
teams, are recognised as intangible assets when they meet the following criteria: 
i) an asset is created that can be separately identified 
ii) the technical and commercial feasibility of the product can be demonstrated 
iii) it is probable that the product will generate future economic benefit 
iv) the costs of the product can be reliably measured 
v) the Group has the necessary resources available to complete the development of the product 
Computer software development costs capitalised as assets are amortised over their expected useful lives of 2 years with amortisation 
commencing once the computer software is fully implemented and brought into use.  
Customer contracts and customer lists 
Customer contracts and customer lists acquired with subsidiaries are recognised at their fair value at the date of acquisition and 
amortised over periods not exceeding 10 years. 
Impairment of Intangible Assets and Property, Plant and Equipment 
Intangible assets that have an indefinite life and are not subject to amortisation are tested annually for impairment. Other property, 
plant and equipment and intangible assets that are subject to amortisation or depreciation are tested for impairment whenever events 
or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the 
amount by which the asset’s carrying amount exceeds its recoverable amount. Any impairment losses are charged to the income 
statement in the period in which they are identified.  Where an asset does not generate cash flows that are independent of other 
assets, the assets are allocated to cash-generating units and the Group tests the recoverable amount of the cash-generating unit to 
which the asset belongs. 
Employee Benefits 
Pensions 
Pension contributions are made for a number of directors and employees on a defined contribution basis.  Contributions payable for the 
year are charged to the income statement. The Group has no further payment obligations once the contributions have been paid. 
 
RDF R&A MJA.indd   22 26/8/08   15:02:10 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 23 
 
 
1    Accounting Policies (Continued) 
Share based payments 
The Group operates a number of share option schemes which allow employees to acquire shares in the company. Where the company 
awards share options under these schemes, the fair value of options granted is calculated at the grant date using the Black Scholes 
Model and the resulting cost is charged to the income statement over the vesting period during which the recipient becomes 
unconditionally entitled to exercise the option and credited to the Equity Option Reserve. 
Taxation 
Income tax expense represents the aggregate of the current tax and deferred tax charges. The current tax charge is based on taxable 
profit for the period. Taxable profit differs from profit before tax as reported in the income statement as it excludes items of income 
or expense that are taxable or deductible in other years or are never taxable or deductible. The Group’s liability for current tax is 
calculated using tax rates that have been enacted or substantially enacted by the balance sheet date. 
Deferred taxation is provided in full using the liability method on temporary differences between the tax bases of assets and liabilities 
and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates that have been enacted 
at, or substantially enacted by, the balance sheet date and are expected to apply when the related deferred tax asset is realised or 
the deferred tax liability is settled.  
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the 
temporary differences can be utilised. 
Leases 
Where an asset is acquired under a finance lease, the asset is capitalised and the corresponding liability to the finance company is 
included in liabilities at their fair value or if lower the present value of the minimum lease payments.  Depreciation on assets held 
under finance leases is provided in accordance with the policy noted above.  Finance lease payments are treated as consisting of 
capital and interest elements and the interest is charged to the income statement on a geometric basis over the period of the 
agreement.  
Rentals payable under operating leases are charged to the income statement on a straight line basis over the period of the lease. 
Cash and Cash Equivalents 
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term, highly liquid funds with original 
maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowing in current liabilities on the balance 
sheet. 
Financial Instruments 
Financial assets and liabilities are recognised in the balance sheet when the Group becomes party to the contractual provisions of the 
instrument. 
Trade and Other Receivables 
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method, less provision for impairment. A provision for the impairment of trade receivables is established when there is 
objective evidence the Group will not be able to collect all amounts due according to the original terms of the receivables. The 
amount of the provision is the difference between the assets carrying value and the present value of future cash flows discounted at 
the original effective interest rate, The carrying value of the asset is reduced through the use of an allowance account and the amount 
of the loss is recognised in the income statement within ‘administrative expenses’. When a trade receivable is uncollectible it is 
written off against the allowance amount for trade receivables. Subsequent recoveries of amounts previously written off are credited 
against ‘administrative expenses’ in the income statement.  
Share Capital 
Ordinary Shares are classified as equity. Equity instruments issued by the company are recorded at the proceeds received net of direct 
issue costs. 
Trade and Other Payables 
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 
Borrowings 
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised 
cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement 
over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group 
has an unconditional right to defer settlement of the liability for at least 12 months from the balance sheet date. 
RDF R&A MJA.indd   23 26/8/08   15:02:10 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 24 
 
 
2    Financial Risk Management 
(a) Financial Risk Factors 
 
The Group’s activities expose the Group to a variety of financial risks including market risk  (interest rate risk), credit risk and liquidity 
risk. The Group manages these risks through an effective risk management programme that seeks to minimise potential adverse effects 
on the Group’s financial performance. 
 
Risk management is carried out by the central finance department under policies approved by the Board. An assessment of the risks is 
provided to the Board on a regular basis and are discussed to ensure that risk management complies with Group policy and that any 
new risks are identified and appropriately managed. 
 
(b) Market risk - Interest rate risk 
 
The Group currently is exposed to interest rate risk in so far as its short term borrowings are provided at 1.5% above the Bank of 
England’s base rate. All of the Group’s financial assets at 31 March 2008 and 31 March 2007 were non interest bearing. 
 
The table below shows the Group’s financial liabilities split by those bearing interest at fixed rate of 6.3%, those that are bearing 
interest at floating rates and those that are non-interest bearing: 
 
 
 
2008 
Floating rate 
financial 
liabilities 
£000 
Fixed rate 
financial 
liabilities 
£000 
Non- interest 
bearing 
 liabilities 
£000 
Total 
 
 
£000 
 
Trade and other payables - - 2,219 2,219 
Bank loans and overdrafts 2,450 - - 2,450 
Obligations under finance leases - 43 - 43 
    2,450 43 2,219 4,712 
 
 
 
2007 
Floating rate 
financial 
liabilities 
£000 
Fixed rate 
financial 
liabilities 
£000 
Non- interest 
bearing 
 liabilities 
£000 
Total 
 
 
£000 
 
Trade and other payables - - 2,289 2,289 
Bank loans and overdrafts 1,026 - - 1,026 
Obligations under finance leases - 51 - 51 
    1,026 51 2,289 3,366 
  
IFRS 7 Sensitivity Analysis  
The Group has used a sensitivity analysis technique that measures the estimated change to the income statement and equity of an 
instantaneous increase or decrease of 0.25% (25 basis points) in market interest rates applicable at 31 March 2008, for each class of 
financial instrument with all other variables remaining constant. 
It is estimated that an increase in interest rates of 25 basis points over the year would have increased finance costs by £4,000 and 
increased the pre-tax loss to £44,000. 
RDF R&A MJA.indd   24 26/8/08   15:02:10 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 25 
 
 
2    Financial Risk Management (Continued) 
 (c) Liquidity Risk 
 
The Group closely monitors its access to bank and other credit facilities in comparison to its outstanding commitments on a regular 
basis to ensure that it has sufficient funds to meet the obligations of the Group as they fall due. 
 
Detailed analysis of the debt facilities taken out and available to the Group are disclosed in note 19.  
 
Maturity Analysis 
The table below analyses the Group’s financial liabilities on a contractual gross undiscounted cash flow basis into maturity groupings 
based on periods outstanding at the balance sheet date up to the contractual maturity date. 
 
  
Less than 6 
months 
£000 
Between 
6 months 
and 1 year 
£000 
Between 
1 to 5 years 
Total 
£000 
 
Total 
 
 
£000 
 
Bank loans and overdrafts 2,450 - - 2,450 
Obligations under finance leases - 11 32 43 
Trade and other payables 2,219 - - 2,219 
    4,669          11 32 4,712      
 
The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows as 
disclosed above through effective cash management. 
 
 
(d) Credit risk 
 
Credit risk predominantly arises from trade receivables and cash and cash equivalents. Credit exposure is managed on an operating 
company basis.  Although external credit ratings are not obtained for customers, Group policy is to assess the credit quality of each 
customer internally before accepting any terms of trade.  Failure to settle invoices can result in the cancellation of contracts. 
 
The Group’s maximum exposure to credit risk relating to its financial assets is equivalent to their carrying value disclosed below. All 
financial assets have a fair value which is equal to their carrying value. 
 
   2008 
£000 
2007 
£000 
 
Trade and other receivables 6,065 4,468 
Cash and cash equivalents 100 44 
 6,165 4,512 
 
(e) Capital management 
 
The Group’s main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade in 
the foreseeable future. The Group manages its capital with regard to the risks inherent in the business and the sector within which it 
operates. 
 
The Group considers its capital to include share capital, share premium, and retained earnings.  
 
The Group does not have any externally imposed capital requirements. 
 
RDF R&A MJA.indd   25 26/8/08   15:02:11 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 26 
 
 
3 Segmental Reporting 
 
Primary Business Segment 
 
Segmental information is presented in respect of the Group’s business segments. The primary business segments are based on the 
Group’s reporting structures. Segmental results include items directly attributable to a segment as well as those that can be allocated 
on a reasonable basis. Unallocated items comprise mainly corporate and head office items. Segmental liabilities relate to directly 
attributable liabilities to each primary business segment. 
  
Year ended 31 March 2008 Managed 
Services 
Recruitment 
Services 
Unallocated  Total 
Group 
 £000 £000 £000 £000 
Revenue 
Sales to external customers 10,426 20,063 - 30,489 
Results 
Operating profit / (loss) before exceptional items  
and amortisation 5 1,340 (377) 968 
     
Exceptional items (510) - - (510) 
Amortisation of intangible assets (149) (72) - (221) 
Exceptional amortisation of intangible assets (75) - - (75) 
Profit / (loss) before interest and tax (729) 1,268 (377) 162 
Net finance expense    (202) 
Loss before tax    (40) 
Taxation    (29) 
Loss after taxation    (69) 
     
Assets and Liabilities     
Segment assets 4,012 3,812 (140) 7,684 
Segment liabilities 3,501 2,836 (887) 5,450 
Total Net Assets 511 976 747 2,234 
     
Other Segmental Information     
Capital expenditure     
Property, plant and equipment 51 88 - 139 
Intangible assets - - - - 
     
Depreciation 168 9 - 177 
     
Amortisation of Intangibles     
Development costs 224 - - 224 
Customer relationships - 72 - 72 
     
Exceptional Costs     
Cost of sales 369 - - 369 
Administrative expenses 184 - - 184 
Amortisation of intangible assets 75 - - 75 
     
 
RDF R&A MJA.indd   26 26/8/08   15:02:11 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 27 
 
 
3 Segmental Reporting (Continued) 
 
Year ended 31 March 2007 Managed 
Services 
Recruitment 
Services 
Unallocated  Total 
Group 
 £000 £000 £000 £000 
Revenue 
Sales to external customers 9,858 12,369 - 22,227 
Results 
Operating profit / (loss) before exceptional items  
and amortisation 357 1,391 (346) 1,402 
Exceptional items - - (122) (122) 
Amortisation of intangible assets (75) (12) - (87) 
Profit before interest and tax 282 1,379 (468) 1,193 
Net finance expense    (85) 
Profit before tax    1,108 
Taxation    (362) 
Profit after taxation    746 
     
Assets and Liabilities     
Segment assets 4,035 3,675 (880) 6,830 
Segment liabilities 3,265 2,607 (1,455) 4,417 
Total net assets 770 1,068 575  2,413 
     
Other Segmental Information     
Capital expenditure     
Property, plant and equipment 332 - - 332 
Intangible assets 299 - - 299 
     
Depreciation 100 3 - 103 
     
Amortisation of Intangibles     
Development costs 75 - - 75 
Customer relationships - 12 - 12 
     
Exceptional Costs     
Administrative expenses - - 122 122 
 
All the Group’s sales are in the United Kingdom. 
 
4 Exceptional Items 
 
During the year the Group incurred a number of exceptional items. The Board believe that the classification of these items as 
exceptional provides a better understanding of the Group’s performance. 
 
Within cost of sales the company incurred £326,000 of staff costs relating to unrecoverable time against a contract. The client was at 
the centre of the unprecedented global credit crisis at the end of 2007 and beginning of 2008. The Board took the decision to continue 
to support the client during this time and as a result the client has re-endorsed a revised contract which expires in mid 2009.  
 
Included within administrative costs exceptional items are £68,000 in relation to a provision for a client dispute and related legal fees; 
£44,000 in relation to the setting up of the Sussex County Cricket Club sponsorship and corporate rebranding; and £72,000 in relation to 
the write down of assets with no further economic benefit. 
 
The exceptional amortisation of intangible assets of £75,000 relates to the accelerated write down of the pensions and benefits 
programme developed during 2006-7. Due to the circumstances surrounding the client which was impacted by the global credit crunch, 
the Board took the decision to concentrate on the core business strategy of managed services and IT recruitment delivery during the 
year and not to invest in the marketing and selling of this product. As a result the Board decided to write down the intangible asset 
after the year end to £nil, although the Board still believes that future economic benefit could be derived from the product if a 
focussed marketing strategy was implemented. 
 
The prior year exceptional items arose following the resignation of the non-executive directors on 8 August 2007. The company’s 
nominated adviser and broker, John East and Partners, also resigned. As a result the company’s shares were suspended from dealing on 
AIM. The costs incurred in relation to the resignation of the non-executive directors and the professional fees for assisting with the 
lifting of the suspension were £122,000. 
RDF R&A MJA.indd   27 26/8/08   15:02:12 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 28 
 
 
5 Income and Expense 
 
The operating profit is stated after charging: 
 2008  2007  
 £000  £000  
   
Depreciation of property, plant and equipment 105 103 
Amortisation of client relationships 72 12 
Amortisation of product development (excluding exceptional charge, see note 4) 150 75 
Operating lease costs:   
- Rent paid on land and buildings 270 235 
- Other (including motor vehicles) 128 107 
Exceptional costs (see note 4) 585 122 
Employee costs (see note 6) 6,076 4,677 
 
Auditor’s Remuneration 
 
The total fees paid by the Group in 2008 to Baker Tilly UK Audit LLP and their associates for work performed during the year in respect 
of audit, tax compliance and other services to the Group and its subsidiary companies is shown below: 
 
 2008  2007  
 £000  £000  
Audit services: 
Statutory audit of parent and consolidated accounts 21 9 
Other services:   
The auditing of the accounts of subsidiaries 16 15 
Other services supplied pursuant to legislation 13 6 
Tax services 8 5 
Other services - 10 
 58 45 
  
6 Employees 
 
The average number of staff employed by the Group, including the executive directors, during the financial year amounted to: 
 
 2008  2007  
 No  No  
 
Selling and administration 54 42 
Consultants 62 50 
 116 92 
The aggregate payroll costs of the above were: 
 2008  2007  
 £000  £000  
 
Wages and salaries 5,291 4,057 
Social security costs 600 455 
Employer’s pension costs 164 115 
Share based payment expense 21 50 
 6,076 4,677 
   
 
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Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 29 
 
 
7 Key Management Compensation 
 
Included within Administrative Expenses is key management compensation. The directors consider that the key management comprises 
the directors of the company and their emoluments are set out below: 
 
 Salary & 
bonus 
Fees Estimated 
benefits in 
kind 
Total excl 
pension 
conts. 
Pension 
conts. 
2008 
Total 
2007 
Total 
 £000 £000 £000 £000 £000 £000 £000 
 
Jim Carr - 38 - 38 - 38 20 
Sir Richard Kleinwort - 3 - 3 - 3 - 
George Kynoch - - - - - - 56 
Keith Chapman - - - - - - 33 
David Wood 230 - 29 259 28 287 275 
Paul Jewell 150 - 18 168 16 184 166 
 380 41 47 468 44 512   550 
 
Details of the highest paid director are included in the above table. None of the Directors exercised any share options during the year. 
In addition Jim Carr received dividends paid by the company of £491 (2007: £786) and David Wood dividends paid by the company of 
£63 (2007: £100). 
 
The fees of Jim Carr were paid to his consultancy business, JC Productions Limited. The fees of Sir Richard Kleinwort were paid to his 
consultancy business, Richard Kleinwort Consultancy Group Limited. 
 
2 Directors (2007: 2) were accruing benefits under defined contribution pension arrangements during the year. 
 
The following share options of the directors under The RDF Group plc Executive Share Option Scheme 1999 were held by the directors 
and not exercised at 31 March 2007 and 31 March 2008: 
 
 Granted 
Number 
Exercise 
Price 
Date Granted Date 
Exercisable 
Expiry 
Date 
David Wood 221,493 33.5p 20 Jul 2004 20 Jul 2007 20 Jul 2009 
Jim Carr 200,000 57.5p 9 Aug 2006 9 Aug 2009 9 Aug 2011 
  
The following share options of the directors under The RDF Group plc Enterprise Management Incentives Scheme were held by the 
directors and not exercised at 31 March 2007 and 31 March 2008: 
 
 Granted 
Number 
Exercise 
Price 
Date Granted Date 
Exercisable 
Expiry 
Date 
David Wood 298,507 33.5p 20 Jul 2004 20 Jul 2007 20 Jul 2014 
Paul Jewell 100,000 34.0p 15 Oct 2004 15 Oct 2007 15 Oct 2014 
Paul Jewell 50,000 74.5p 21 Dec 2006 21 Dec 2009 21 Dec 2016 
      
No options were exercised during the year. The mid-market value of the company’s shares was 40.0p at 31 March 2008 and the range 
during the year was 30.0p to 107.0p. 
 
The amount charged to the Income Statement in the year in respect of the cost of share based payments attributable to the directors' 
share options was £11,869 (2007: £46,105) 
 
 
8 Finance Income and Costs 
 2008  2007  
 £000  £000  
Finance Income   
Bank interest receivable and similar income 2 4 
   
Finance Costs   
Interest on short term borrowings repayable within five years 198 81 
Finance charges under hire purchase agreements 4 6 
Other similar charges payable 2 2 
 204 89 
 
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Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 30 
 
 
9 Taxation 
 2008 2007 
 £000 £000 
Current Tax Expense   
UK Corporation tax 55 354 
Adjustment in respect of prior years (35) - 
Total current tax 20 354 
   
Deferred Tax    
Origination and reversal of timing differences - 8 
Adjustment in respect of prior years 9 - 
   
Total taxation in income statement 29 362 
   
Reconciliation of Effective Tax Rate 
 
The tax assessed for the year is higher (2007: higher) than the standard rate of corporation tax in the UK of 30%. The differences 
are explained below: 
 2008  2007  
 £000  £000  
   
(40) 1,108 
(Loss) / Profit on ordinary activities before taxation 
  
(Loss) / Profit on ordinary activities multiplied by the standard rate of tax (12) 332  
Expenses not deductible for tax purpose 70 37  
Depreciation for period in excess of capital allowances - (10)  
FRS 20 Share option charge 6 15  
Origination and reversal of timing differences 10 8  
Other adjustments (10) (20)  
Adjustment in respect of prior years (35) -  
Total tax expense 29 362  
    
Effective tax rate -72.5% 32.7%  
 
 
10 Earnings Per Share 
 
Earnings per Ordinary Share:   2008 2007 
   Pence Pence 
 
- basic    - 0.66 7.17 
- diluted    - 0.64 6.87 
 
The basic earnings per share amounting to -0.66 pence (2007 – 7.17 pence) for the year have been calculated on a loss of £69,000 
(2007, restated – profit £746,000) being the consolidated profit on ordinary activities after taxation attributable to members of the 
company for the year ended 31 March 2008, and are based on the weighted average number of Ordinary Shares in issue of 10,400,000 
(2007 - 10,400,000). 
 
The fully diluted earnings per share amounting to -0.64 pence (2007 – 6.87 pence) for the year have been calculated on the basis of 
adding 320,950 (2007 – 464,537) to the weighted average number of shares in issue, to take account of the dilutive effect of the 
outstanding share options to give 10,720,950 (2007 - 10,864,537) shares being in issue, assuming that all options are exercised. 
 
Earnings per share, before exceptional items have been calculated by adding back the post tax impact of the exceptional items of 
£410,000 (2007 - £97,000) and applying the relevant weighted average of Ordinary Shares in issue and the dilutive effect of the 
outstanding share options. 
 
RDF R&A MJA.indd   30 26/8/08   15:02:13 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 31 
 
 
11 Dividends 
 
The following dividends have been paid in respect of the year: 
 2008  2007  
 £000  £000  
   
Interim 2007-8 0.00 pence per share (2006-7 1.00 pence per share) - 104 
Final 2006-7 1.25 pence per share (2005-6 1.00 pence per share) 130 104 
   
Dividend paid on Ordinary Shares 130 208 
   
The directors are recommending a final dividend of 0.75p per Ordinary Share in respect of the year totalling £78,000 (2007 – 1.25p per 
Ordinary Share totalling £130,000). If approved at the Annual General Meeting, the dividend will be paid on 29
 
September 2008 to 
shareholders on the register at 5 September 2008. 
 
 
12 Goodwill 
   £000  
    
Cost 1 April 2007 and 31 March 2008   538 
    
Carrying value at 1 April 2007 and 31 March 2008   538 
    
Goodwill arises on business combinations is not amortised but is reviewed for impairment on an annual basis or more frequently if 
there are indications that the value of the goodwill might be impaired.  Goodwill is allocated to the Group’s contract and permanent 
recruitment division which is regarded as a cash generating unit (CGU). The recoverable amount of the CGU is determined based on 
value in use calculations. These calculations use pre-tax cash flow projections covering a 5 year period based on the Group’s business 
plan. Cash flows beyond the 5 year period are extrapolated using the estimated growth rates stated below. 
 
The key assumptions used for the value in use calculations are as follows: 
Gross margin at 10 %  Growth rate at 3 %   Discount rate @ 7.50 % 
 
Gross margin was based on past performance, the growth rate is based on the long term growth rate in the UK economy, and the 
discount rate is based on the Group’s weighted average cost of capital. 
 
 
13 Intangible Assets 
Product 
development  
Customer 
contracts & 
relationships 
acquired  
Total  
 
 £000  £000  £000  
Cost    
1 April 2006 - - - 
Additions 299 276 575 
31 March 2007 299 276 575 
Additions - - - 
31 March 2008 299 276 575 
Amortisation    
1 April 2006  - - - 
Charge for the year 75 12 87 
31 March 2007  75 12 87 
Charge for the year 224 72 296 
31 March 2008 299 84 383 
Net Book Value    
31 March 2008 - 192 192 
    
31 March 2007 224 264 488 
    
The capitalised product development cost relates to the costs incurred on a specific product development programme. At 31 March 
2008 the directors reviewed its carrying value and deemed that at the present time no certainty could be ascertained as to its future 
economic value, as a result an exceptional charge of £75,000 was made to write the net book value down to £nil. The amortisation of 
capitalised product development costs are disclosed as separate items on the face of the Consolidated Income Statement. 
RDF R&A MJA.indd   31 26/8/08   15:02:14 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 32 
 
 
14 Property, Plant and Equipment 
 
 Leasehold 
property 
improvements 
Motor vehicles Office 
equipment 
Software Computer 
equipment 
Total 
 £000  £000 £000 £000 £000  £000  
Cost       
1 April 2006 1 - 284 - 237 522 
Additions 151 60 50 32 45 338 
Acquisition of subsidiary - 5 - - 21 26 
Written-off - - - - (151) (151) 
31 March 2007 152 65 334 32 152 735 
Additions 12 - 105 8 14 139 
Written-off - (5) (242) - (21) (268) 
31 March 2008 164 60 197 40 145 606 
       
Depreciation       
1 April 2006 - - 147 - 180 327 
Charge for year 11 10 35 7 40 103 
Acquisition of subsidiary - 3 - - 13 16 
Written-off - - - - (151) (151) 
31 March 2007 11 13 182 7 82 295 
Charge for year 17 9 97 13 41 177 
Written-off - (3) (242) - (21) (266) 
31 March 2008 28 19 37 20 102 206 
       
Net Book Value       
31 March 2008 136 41 160 20 43 400 
       
31 March 2007 141 52 152 25 70 440 
       
Depreciation is charged to administrative expenses within the Consolidated Income Statement. 
 
Amounts written off relate to property, plant and equipment that have been scrapped. 
 
The details shown above include the following amounts, within motor vehicles, relating to assets that are subject to hire purchase 
contracts: 
     2008 2007 
     £000 £000 
      
Cost    60 60 
Accumulated depreciation    (19) (9) 
Net book value     41 51 
   
Depreciation charged during the year on these assets 10 9 
 
 
15 Group Entities 
 
The principal undertakings in which the company's interest at the year end is 20% or more are as follows: 
 
Subsidiary undertakings Class of 
share 
% held at 
31 Mar 2008 
  Nature of business 
RDF Consulting Limited Ordinary 100%   Provision of Computer Managed Services 
RDF Resources Limited Ordinary 100%   Temporary contract and permanent placement services 
Aqua Resources Group Limited Ordinary 100%   Temporary contract and permanent placement services 
 
All of the entities are incorporated in England and operate in their country of incorporation.  There are no significant restrictions on 
the ability of subsidiary undertakings to transfer funds to the parent other than those imposed by the Companies Act 1985. 
 
 
RDF R&A MJA.indd   32 26/8/08   15:02:15 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 33 
 
 
16 Trade and Other Receivables 
   2008  2007  
   £000  £000  
     
Trade receivables   6,062 4,453 
Other receivables   3 15 
Prepayments and accrued income   376 819 
   6,441 5,287 
 
The Group utilises an invoice discounting arrangement. Amounts advanced against trade receivables are disclosed in note 19. 
  
All trade and other receivables are recoverable within one year. The average period of credit taken is 73 days (2007: 73 days). The fair 
value of trade and other receivables do not differ from the values at which trade and other receivables are carried in the financial 
statements. 
 
There are no significant concentrations of credit risk. 
 
At 31 March 2008 trade receivables of £51,575 (2007: £nil) were impaired. The amount of provision was £51,575 as of 31 March 2008 
(2007: £nil). The individually impaired receivables relate to a dispute arising on a contract. The total amount outstanding is £270,974. 
Following legal advice, it is expected that this will be recovered. No collateral is held against this receivable, but the Group is taking 
remedial action to recover the monies due. These receivables are over six months overdue. 
 
At 31 March 2008 and 31 March 2007 the Group had no trade receivables that were past due other than those referred to above. 
 
Movement on the Group provision for impairment of trade receivables are as follows: 
 2008  2007  
 £000  £000  
   
At 1 April 2007 – – 
Provision for receivables impairment 52 – 
At 31 March 2008 52 – 
 
 
All amounts of trade and other receivables shown above were denominated in UK Sterling. 
 
 
17  Cash and Cash Equivalents 
 2008  2007  
 £000  £000  
   
Cash at bank and in hand 100 44 
 
The fair value of cash and cash equivalents is the same as their carrying value. 
  
 
18 Share Capital 
 2008  2007  
 £000  £000  
Authorised   
20,000,000 Ordinary Shares of 2 pence each 400 400 
   
Allotted, called up and fully paid   
10,400,000 Ordinary Shares of 2 pence each 208 208 
   
 
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Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 34 
 
 
19 Borrowings 
 Note  2008  2007  
   £000  £000  
Current     
     
Bank borrowings   2,450 1,026 
Obligations under finance leases 23  11 8 
   2,461 1,034 
Non Current 
Obligations under finance leases 23  32 43 
  
Total Borrowings   2,493 1,077 
 
The directors consider that the fair value of borrowings approximates to the carrying value. The Group utilises an invoice discounting 
arrangement secured on the trade receivables. Interest is variable at 1.5% over the Bank of England’s base rate. As at 31 March 2008 
amounts outstanding under the agreement, included in bank borrowings was £2,207,255 (2007: £1,025,857). Obligations under finance 
leases are secured on the related non-current assets shown in Note 14. 
 
20 Deferred Taxation 
 Accelerated  
tax 
depreciation 
Short term 
timing 
differences 
Share based 
payments 
expense 
Customer 
relationships 
acquired Total 
 £000  £000  £000  £000  £000  
      
At 1 April 2006 (18) 3 23 - 8 
Charged to goodwill - - - (77) (77) 
Charge to the income statement (15) - 7 - (8) 
At 1 April 2007 (33) 3 30 (77) (77) 
Charge to the income statement (1) (3)  (17) 23 2 
At 31 March 2008 (34) – 13 (54) (75) 
  
The following is the analysis of deferred tax balances for financial reporting purposes: 
 
 Accelerated  
tax 
depreciation 
Short term 
timing 
differences 
Share based 
payments 
expense 
Customer 
relationships 
acquired Total 
 £000  £000  £000  £000  £000  
2008      
Deferred tax assets – – 13 - 13 
Deferred tax liabilities (34) – – (54) (88) 
 (34) – 13 (54) (75) 
2007      
Deferred tax assets – 3 30 - 33 
Deferred tax liabilities (33) – – (77) (110) 
 (33) 3 30 (77) (77) 
 
Unrecognised Deferred Tax Assets 
 
The Group has no unrecognised deferred tax assets. 
 
21 Trade and Other Payables 
   2008  2007  
   £000  £000  
     
Trade payables   1,502 1,192 
Other taxes and social security   638 606 
Other payables   55 89 
Accruals and deferred income   662 1,007 
   2,857 2,894 
     
The directors consider that the fair value of trade and other payables approximates to their carrying value. The amounts of trade and 
other payables shown above were all denominated in UK Sterling. 
RDF R&A MJA.indd   34 26/8/08   15:02:16 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 35 
 
 
22 Related Party Transactions 
 
Controlling Party 
 
Mr Anthony Antoniades is the beneficial owner of 9,849,999 Ordinary Shares, being 94.7% of the issued share capital of the company. 
Mr Antoniades holds 5,148,000 directly, being 49.5% of the issued share capital of the company and 4,701,999 are held by Mercator 
Nominees Limited, representing 45.2% of the issued share capital of the company. 
 
Under the terms of the arrangement between Mr Antoniades and Mercator Nominees Limited, Mercator Nominees Limited will exercise 
the voting rights attaching to the 4,701,999 Ordinary Shares transferred to them in accordance with the instructions of Jim Carr, 
Chairman of the company, save in respect of any matters relating to the acceptance of a takeover offer regulated by The Takeover 
Code. In matters relating to such a takeover offer, the voting rights on the transferred shares will be exercisable by Mr Antoniades.  
 
1 share was held by the Trustees of The Anthony George Antoniades Settlement, a settlement in which Anthony Antoniades has a life 
interest. 
 
Subsidiary Companies and Directors 
 
The company has a related party relationship with its subsidiary companies and with its directors.   
  
Transactions between the company and its subsidiaries, a list of which is set out in note 15, have been eliminated on consolidation and 
are not disclosed in this note.  Details of directors’ emoluments are set out in note 7.   
 
The company has entered into a consultancy agreement with JC Productions Limited for the services of Jim Carr as Non Executive 
Chairman. Jim Carr owns 100% of JC Productions Limited. The agreement may be terminated by either party on 18 months’ notice. The 
fees payable in respect of Jim Carr’s services as Non Executive Chairman were paid to JC Productions Limited. 
 
The company has entered into a consultancy agreement with The Richard Kleinwort Consultancy Group Limited for the services of Sir 
Richard Kleinwort as non executive Director. Sir Richard Kleinwort owns 100% of The Richard Kleinwort Consultancy Group Ltd. The 
agreement may be terminated by either party on 3 months’ notice. The fees payable in respect of Sir Richard Kleinwort’s services as 
Non Executive Director were paid to The Richard Kleinwort Consultancy Group Limited. 
 
During the year there were no material transactions or balances between the Group and directors other than remuneration paid in 
accordance with the terms of each director’s service contract (the details of which are set out in the Remuneration Report) and 
dividends paid to directors in respect of the equity shares they own. 
 
 
23 Leases 
 
Obligations Under Finance Leases 
 Minimum lease payments Present value of minimum 
lease payments 
 2008 2007 2008 2007 
 £000  £000  £000  £000  
Amounts payable under finance leases     
Within one year 13 12 12 11 
Between two and five years 33 45 31 41 
 46 57 43 52 
Less future finance charges (3) (6)   
Present value of finance lease obligations 43 51   
Analysed as:     
Current borrowings (note 19) 11 8   
Non-current borrowings (note 19) 32 43   
 43 51   
 
It is the Group’s policy to lease certain equipment under finance leases. The average lease term is 3 years. For the year ended 31 
March 2008 the average effective borrowing rate was 6.3 per cent. Interest rates are fixed at the contract date. All leases are on a 
fixed repayment basis and no arrangements have been entered into for contingent rental payments. The fair value of finance lease 
obligations approximates to their carrying value. 
 
The Group’s obligations under finance leases are secured by the lessor’s charge over the leased assets. The net book value of secured 
assets is disclosed in note 14. 
 
RDF R&A MJA.indd   35 26/8/08   15:02:17 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 36 
 
 
Operating Lease Commitments 
 
The Group leases various offices under non-cancellable operating lease agreements. The leases have varying terms, escalation clauses 
and renewal rights. 
 
The Group also leases various plant and machinery under non-cancellable operating lease agreements. The lease expenditure charged 
to the income statement is disclosed in note 5. 
 
The total value of future minimum lease payments under non cancellable operating leases for each of the following periods is: 
  
 2008 2007 
 £000 £000 
 
No later than one year 19 5 
Later than one year and not later than five years 452 512 
After more than five years 1,258 944 
 1,729 1,461 
 
 
24 Reconciliation of Net Operating Profit to Net Cash Flow from Operations 
 
 2008  2007  
  (restated) 
 £000  £000  
   
Operating profit 162 1,193 
Depreciation 177 97 
Amortisation  296 87 
Share based payments 20 50 
Operating cash flows before movements in working capital 655 1,427 
Increase in receivables (1,152) (370) 
Decrease in payables (37) (568) 
Cash (utilised by) / generated from operation (534) 489 
RDF R&A MJA.indd   36 26/8/08   15:02:17 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 37 
 
 
25 Share Based Payments 
 
Employee Share Options 
 
All of the share options have been granted with an exercise price equal to the market price of the company’s shares at the date of 
grant (market price options) and the only condition with these options is that they can only be exercised after the third anniversary of 
the date of grant and not exercised any later than the fifth anniversary in the case of the Unapproved Scheme and not later than the 
tenth anniversary for the EMI Scheme options. No options granted can be transferred, assigned, mortgaged, or charged and options can 
only be exercised by option holders if they are still employees or directors of the company. 
 
At 31 March 2008 the following share options were outstanding in respect of the Ordinary Shares: 
 
Date of Grant Number of Shares Period of Option 
Price per 
Share 
    
1999 RDF Group plc Unapproved Scheme  
20 July 2004 221,493 20 July 2007 – 20 July 2009 33.5p 
9 August 2006 200,000 9 August 2009 – 9 August 2011 57.5p 
    
EMI Scheme    
20 July 2004 298,507 20 July 2007 – 20 July 2014 33.5p 
15 October 2004 150,000 15 October 2007 – 15 October 2014 34.0p 
21 December 2006 125,000 21 December 2009 – 21 December 2016 74.5p 
 
The number and weighted average exercise prices of share options are as follows: 
 
 2008 2008 2007 2007 
 Weighted 
average 
exercise price 
Number of 
options 
Weighted 
average 
exercise price 
Number of 
options 
     
Outstanding at the beginning of the period 0.44 995,000 0.33 870,000 
Granted during the period - - 0.64 325,000 
Forfeited / lapsed during the period - - 0.31 (200,000) 
Outstanding at the end of the period 0.44 995,000 0.44 995,000 
 
Exercisable at the end of the period 0.33 670,000 - - 
     
The options outstanding at the year end have an exercise price in the range of 33.5p to 74.5p and a weighted average contractual life 
of 4.9 years (2007: 5.9 years). 
 
The fair value of services rendered in return for share options granted are measured by reference to the fair value of share options 
granted. The estimated fair value of the services received is measured based on the Black Scholes model. 
 
The expected volatility is based on the historic volatility (calculated at the time of grant, based on the weighted average remaining 
life of the share options, adjusted for any expected changes to the future volatility due to publicly available information).  
 
Date of 
Grant 
Number of 
Employees 
Number 
Outstanding 
Share 
Price @ 
Date of 
Grant 
(£) 
Exercise 
Price 
(£) 
Expected 
Volatility 
 
% 
Vesting 
Period 
 
(years) 
Expected 
Life 
 
(years) 
Risk 
Free 
Rate 
% 
Expected 
Annual 
Dividend 
Fair 
Value 
 
(£) 
           
20/07/04 1 221,493 0.335 0.335 37.9 3 5 4.50 2.10 0.12 
20/07/04 1 298,507 0.335 0.335 37.9 3 10 4.50 2.10 0.12 
15/10/04 2 150,000 0.340 0.340 37.1 3 10 4.50 2.10 0.12 
09/08/06 1 200,000 0.575 0.575 44.6 3 5 4.50 2.10 0.23 
21/12/06 3 125,000 0.745 0.745 44.7 3 10 4.50 2.10 0.30 
 
Share options are granted under a service condition and a non-market performance condition. Such conditions are taken into account 
in the grant date fair value measurement of the services received. There is no market conditions associated with the share option 
grants. The company recognised a total expense within administration expenses of £20,000 (2007: £50,000) related to share-based 
payment transactions, all of which were accounted for as equity –settled share-based payment arrangements with a corresponding 
credit to equity reserve. The cumulative credit to equity reserves in respect of share based payments totalled £121,000 (2007: 
£101,000). 
RDF R&A MJA.indd   37 26/8/08   15:02:18 2 Bartholomews
Brighton
Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 38 
 
 
26 Capital Commitments 
 
Amounts contracted for but not provided in the financial statements amounted to £nil (2007 - £137,000). 
 
 
  
27 Explanation of Transition to IFRS 
 
This is the first year that the Group has presented its financial statements under IFRS. 
 
The accounting policies set out in note 1 have been applied in preparing its financial statements for the year ended 31 March 2008, the 
comparative information presented in these financial statements for the year ended 31 March  2007 and in the preparation of the 
transition balance sheet at 1 April 2006. 
 
An explanation of how transition from UK GAAP to IFRS has affected the Group’s financial position, financial performance and cash 
flows is set out in the following tables and accompanying notes. 
 
Reconciliation of profit for the year ended 31 March 2007 
 
 
 
Under UK GAAP  Intangible 
Assets 
Business 
Combinations 
Under IFRS 
  £000 £000 £000 £000 
      
Revenue  22,227 - - 22,227 
      
Cost of sales  17,967 - - 17,967 
      
Gross profit  4,260 - - 4,260 
      
Administrative expenses 5 2,980 - - 2,980 
      
Operating Profit / before amortisation of 
intangible assets  1,280 - - 1,280 
      
Amortisation of goodwill  (12) - 12 - 
Amortisation of intangible assets  (75) (12) - (87) 
      
Operating Profit / (Loss)   1,193 (12) 12 1,193 
      
Finance cost 8 (89) - - (89) 
Finance income  4 - - 4 
      
Profit on ordinary activities before taxation  1,108 (12) 12 1,108 
      
Income tax expense 9 (362) - - (362) 
 
Profit for year attributable to equity  
Shareholders of the parent company  746 (12) 12 746 
      
      
Earnings per share      
      
Basic  7.17p   7.17p 
      
Diluted  6.87p   6.87p 
 
     £000 
 
Profit Under UK GAAP     746 
Amortisation of goodwill     12 
Amortisation of intangible assets     (12) 
Profit under IFRS     746 
 
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Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 39 
 
 
27 Explanation of Transition to IFRS (Continued) 
 
Reconciliation of Equity at 1 April 2007 
 
There were no effects of the transition from UK GAAP to IFRS on the balance sheet or equity at 1 April 2006. 
 
 Under UK 
GAAP 
Intangible 
assets  
Business 
Combinations Under IFRS 
 £000 £000 £000 £000 
Assets 
     
Non Current Assets     
Goodwill 725 - (187) 538 
Other intangible assets 224 264 - 488 
Property and equipment 440 - - 440 
Deferred tax asset 33 - - 33 
 1,422 264 (187) 1,499 
Current Assets     
Trade and other receivables 5,287 - - 5,287 
Current income tax recoverable - - - - 
Cash and cash equivalents 44 - - 44 
 5,331 - - 5,331 
     
 6,753 264 (187) 6,830 
Equity     
Share capital 208 - - 208 
Share premium account 103 - - 103 
Equity options reserve 101 - - 101 
Profit and loss account 2,001 - - 2,001 
Total equity attributable to equity shareholders  
of the parent company 2,413 - - 2,413 
     
Liabilities     
Non current liabilities     
Borrowings 43 - - 43 
Deferred tax liabilities 33 - 77 110 
 76 - 77 153 
     
Current Liabilities     
Trade and other liabilities 2,894 - - 2,894 
Current income tax liabilities 336 - - 336 
Borrowings 1,034 - - 1,034 
 4,264 - - 4,264 
     
Total Liabilities 4,341 - 77 4,417 
     
Total Liabilities and Equity 6,753 - 77 6,830 
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Notes to the Consolidated 
Financial Statements for the 
year ended 31 March 2008 
Page 40 
 
 
Reconciliation of cash flows 
 
There are no changes to the Group’s cash flows as a result of the transition from UK GAAP to IFRS 
 
Notes to the reconciliations of equity and profit 
 
The key differences between UK GAAP and IFRS that will impact the Group are set out below. The rules for the first time adoption of 
IFRS are set out in IFRS1 ‘First Time Adoption of International Financial Reporting Standards’. The rules state that a company should 
use the same accounting policies in its opening IFRS balance sheet and throughout all periods presented in its first IFRS financial 
statements. 
 
Goodwill and Other Intangible Assets 
 
Under UK GAAP, the Group was amortising goodwill arising on acquisitions over periods of 10 years. Under IFRS 3 ‘Business 
combinations’, goodwill is calculated as the excess of the cost of acquisition plus net assets acquired less identifiable economic assets. 
These intangible assets relate to customer contracts and customer lists acquired with subsidiaries and are recognised at their fair value 
at the date of acquisition. 
Goodwill, under IFRS 3 is not amortised but instead is subject to annual impairment tests or more frequently if there is an indication of 
impairment. 
The customer contracts and relationships are amortised over periods not exceeding 10 years. 
 
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Parent Company 
Balance Sheet 
as at 31 March 2008 
 
Page 41 
 
 
  2008 2007 
 Notes £000 £000 
 
 
Fixed Assets 
Investments  2 293 293 
   
Current Assets 
Debtors 3 989 888 
Cash at bank 3 5 
   
 992 893 
Creditors   
Amounts falling due within one year 5 (280) (98) 
    
Net Current Assets 712 795 
   
Total Assets less Current Liabilities 1,005 1,088 
   
Capital and Reserves 
Called up equity share capital  7 208 208 
Share premium account 8 103 103 
Equity option reserve 8 121 101 
Profit and loss account 8 573 676 
   
Shareholders’ Funds  1,005 1,088 
   
The financial statements on pages 41 to 43 were approved by the board of directors and authorised for issue on 22 August 2008 and are 
signed on its behalf by: 
 
 
 
David Wood 
Director  
 
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Notes to the Parent Company 
Financial Statements for the 
year ended 31 March 2008 
Page 42 
 
 
1 Accounting Policies 
 
Basis of Preparation 
 
The financial statements have been prepared under UK GAAP using the historical cost convention and in accordance with applicable 
United Kingdom Accounting Standards. 
 
The directors have taken advantage of the exemption available under Section 230 of the Companies Act 1985 and not presented a 
profit and loss account for the company alone. The company made a profit after tax of £51,093 (2007: £500,637). 
 
The company has also taken advantage of the exemption from the requirement to prepare a cash flow statement under FRS1 ‘Cash 
flow statements’. The cash flows of the company are included in the consolidated financial statements.  
 
Share Based Payments 
 
The company operates a number of share option schemes which allow employees to acquire shares in the company. Where the 
company awards share options under these schemes, the fair value of options granted is calculated at the grant date using the Black 
Scholes Model and the resulting cost is charged to the income statement over the vesting period during which the recipient becomes 
unconditionally entitled to exercise the option and credited to the Equity Option Reserve. 
 
Related Party Transactions 
 
The Company has taken advantage of the exemption in Financial Reporting Standard No. 8 “Related Party Disclosures” and has not 
disclosed transactions with Group undertakings. 
 
Operating Lease Agreements 
 
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged 
to the profit and loss account on a straight line basis over the lease term. 
 
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. Timing differences are differences between taxable profits and profits as stated in the financial statements 
that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the 
financial statements. 
 
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected 
to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is 
measured on a non-discounted basis. 
 
 
2 Fixed Asset Investments 
 
  
Shares in 
Group 
undertakings 
   £000  
Cost    
1 April 2007 and 31 March 2008   293 
    
A list of the company’s principal undertakings is set out in note 15 to the consolidated financial statements. 
 
 
3 Debtors 
   2008  2007  
   £000  £000  
 
Amounts due from subsidiary undertakings   966 847 
VAT recoverable   3 6 
Deferred tax (note 4)   12 24 
Prepayments and accrued income   8 11 
   989 888 
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Notes to the Parent Company 
Financial Statements for the 
year ended 31 March 2008 
Page 43 
 
 
4 Deferred Tax 
 
   
Share based 
payment  
 
   
£000  
 
1 April 2006    - 
Charged to the profit and loss account    24 
At 1 April 2007    24 
Charged to the profit and loss account    (12) 
At 31 March 2008    12 
 
 
5 Creditors: Amounts Falling Due Within One Year 
   2008  2007  
   £000  £000  
 
Trade creditors   20 18 
Amounts owed to group undertakings   155 – 
Corporation tax   25 10 
Deferred consideration   50 50 
Accruals and deferred income   30 20 
   280 98 
     
 
6 Contingencies 
 
The company is registered with HM Revenue and Customs as a member of the Group for VAT purposes and as a result is jointly and 
severally liable for amounts owing by RDF Consulting Limited and RDF Resources Limited in respect of unpaid VAT. At the balance sheet 
date the amount outstanding for VAT by these other Group companies was £443,000 (2007: £662,000). The Directors do not expect any 
loss to arise from these contingent liabilities. 
 
 
7 Share Capital 
 2008  2007  
 £000  £000  
Authorised: 
20,000,000 Ordinary Shares of 2 pence each 400 400 
   
Allotted, called up and fully paid: 
10,400,000 Ordinary Shares of 2 pence each 208 208 
   
 
Details of outstanding options over the company’s shares and the movements during the year are set out in note 25 to the consolidated 
financial statements. 
 
 
8 Reserves 
 
 Share  
Premium 
Account 
Equity  
Option  
Reserve 
Profit  
and Loss  
Account 
Total 
  
 £000  £000  £000  £000  
 
At the beginning of the year 103 101 676 880 
Profit for the year – – 27 27 
Dividends – – (130) (130) 
Share based payments – 20 – 20 
Balance carried forward 103 121 573 797 
   
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Notes
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Notes
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Notice of 
Annual General Meeting 
 
 
 
Notice is hereby given that the Annual General Meeting of RDF Group plc will be held at 2 Bartholomews, 
Brighton BN1 1HG at 12 noon on 23 September 2008, for the purpose of considering and, if thought fit, 
passing the following resolutions which will be proposed as Ordinary Resolutions: 
 
As Ordinary Business 
1. To receive the Company’s annual accounts for the year ended 31 March 2008, together with the reports 
of the directors and auditors. 
2. To declare a final dividend in respect of the financial year ended 31 March 2008 of 0.75 pence per 
Ordinary Share, payable on 29 September 2008, to those shareholders on the register of members at 
noon on 5 September 2008. 
3. To re-elect as a director of the Company, Paul Jewell, who retires by rotation in accordance with the 
Articles of Association of the Company and is eligible for re-election. 
4. To elect as a director of the Company, Sir Richard Kleinwort Bt, who having been appointed since the 
last Annual General Meeting, retires in accordance with the Articles of Association of the Company and 
is eligible for re-election. 
5. To elect as a director of the Company, Robert Weir, who having been appointed since the last Annual 
General Meeting, retires in accordance with the Articles of Association of the Company and is eligible 
for re-election. 
6. To re-appoint Baker Tilly UK Audit LLP as auditors of the Company to hold office from the conclusion of 
this Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts 
are laid and to authorise the directors to agree their remuneration. 
 
By Order Of The Board 
 
Richard Beeforth 
Company Secretary 
 
Registered Office 
2 Bartholomews Brighton BN1 1HG 
22 August 2008 
Registered in England 
Company No 3637683 
 
Notes 
 
1. A member entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote 
in his/her stead. A proxy need not be a member of the Company. 
2. To be valid, a duly executed form of proxy for use at the meeting, together with the power of attorney or other authority (if any) 
under which it is signed or a notarially certified copy thereof must be lodged with the Company Secretary, RDF Group plc, 2 
Bartholomews, Brighton, BN1 1HG not less than 48 hours before the time of the holding of the meeting or any adjournment of 
such meeting. Completion and return of a form of proxy does not prevent a shareholder from attending and voting in person if he 
or she wishes. A form of proxy for use at the above meeting is enclosed. 
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the 
register of members in order to have the right to attend and vote at the Annual General Meeting is 1 on  September 2008 
(being not more than 48 hours prior to the time fixed for the Meeting) or, if the meeting is adjourned, such time being not more 
than 48 hours prior to the time fixed for the adjourned meeting. Changes to entries on the register of members after such times 
will be disregarded in determining the right of any person to attend or vote at the meeting. 
4. The register of interests of Directors and their families in the share capital of the Company will be available for inspection prior 
to the commencement of the Annual General Meeting at the venue for that meeting and until its conclusion. 
5. Copies of all directors' service contracts will be available for inspection at the registered office of the Company during usual 
business hours from the date of this notice until the date of, and at, the Annual General Meeting. 
 
2 noon 21
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2 008
Year ended 31 March • Year Ended 31 March • Year ended 31 March • Year Ended 31 March • Year Ended 31 March
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