Focus Solutions Group plc
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Tel: +44 (0) 1926 468300
Fax: +44 (0) 1926 468400
www.focus-solutions.co.uk
Focus Solutions Group plc
Annual Report & Accounts Year Ended March 2005
Focus Solutions Group plc Annual Report & Accounts 2005
24215 COV  6/21/05  10:33 AM  Page 2 1 Key Highlights
2
4 Chairman’s Statement
8 Chief Executive’s Statement
10 Board of Directors
11 Directors’ Statement on Corporate Governance
13 Directors’ Report
15 Remuneration and Nomination Committee’s Report
19 Directors’ Responsibilities
20 Independent Auditors’ Report
21 Consolidated Profit and Loss Account
22 Group Balance Sheet
23 Company Balance Sheet
24 Consolidated Cash Flow Statement
25 Notes to the Financial Statements
IBC Advisors and Shareholder Information
Key Highlights
Profit before tax £26,000 (2004: Loss before tax 
£0.4 million)
First annual profit as a public company
Second half operating profit of £0.8 million 
(H2 2004: £0.1 million)
Turnover £5.43 million (2004: £5.39 million)
goal:technology licence and related services revenue 
up 40% to £5.2 million (2004: £3.7 million)
Cash and money market deposits of £1.0 million 
(2004: £1.5 million); debt free
Basic and diluted earnings per share of 0.1 pence
(2004: loss per share 1.0 pence)
Significant MCA (Multi Channel Advice) orders during 
the year include:
– £1.7 million multi-tie Point of Sale contract with 
Zurich Financial Services
– First phase of an Extranet service for Prudential Plc
– Development of new multi-tie Point of Sale solution for 
major retail bank
Good progress in mortgage market
– Strategic partnership signed with Trigold
– Three new mortgage customers,  Mortgages plc,
a new mortgage distributor and 
Capital Home Loans Limited
Contents
Focus Solutions Group plc Annual Report & Accounts 2005 5
Advisors and Shareholder Information
Secretary
M J Clements ACA
Company Number
3911357 (England and Wales)
Registered Office
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Nominated Advisor and Broker
Seymour Pierce
5 Bucklesbury Street
London EC2
Solicitors
Hammonds
Rutland House
148 Edmund House
Birmingham B3 2JR
Wragge & Co LLP
55 Colmore Row
Birmingham
B3 2AS
Financial Calendar
Annual General Meeting 21 July 2005
Announcement of Interim Results 2005/6 November 2005
Announcement of Results 2005/6 June 2006
Auditors
Deloitte & Touche LLP
Birmingham
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Principal Bankers
HSBC plc
PO Box 68 
130 New Street
Birmingham B2 4JU
24215 COV  6/21/05  12:12 PM  Page 4
The Group at a glance Focus Solutions Group plc Annual Report & Accounts 2005 1
Focus Solutions Group is a leading provider 
of business process technology
Through the two distinct business units there 
are separate elements to the Group’s strategy:
Focus Business Solutions
to become one of the leading providers of 
business process solutions to support the 
customer management process within the 
retail financial services marketplace
Focus Software Ltd
to globalise goal:technology, an innovative 
XML application development environment, 
to multiple markets through strategic
partnerships and distributors
1000
500
0
-500
-1000
-1500
-2000
FY03 H1 FY03 H2 FY04 H1 FY04 H2 FY05 H1 FY05 H2
1,123
1,890
90
831
679
829
Revenue Growth £’000s
7000
6000
5000
4000
3000
2000
1000
500
0
FY2002     FY2003     FY2004  FY2005
5,388
5,431
5,073
6,583
Operating Profit/Loss Before Interest £’000s
24215 Pre 1  6/23/05  5:33 PM  Page 1 2 Focus Solutions Group plc Annual Report & Accounts 2005
The Group at a glance
“A key element of Focus Business Solutions’ success to date has been its
ability to win business through its domain expertise enabling us to build a
stronger customer base within the retail financial services marketplace.”
Mark Thelwell, Chief Operating Officer, Focus Solutions Group plc
Established in 1995 and originating from a consultancy providing
insurance industry expertise to AT&T’s value added services division,
Focus Solutions Group is one of the fastest growing software
organisations in the UK and a leading provider of business process
solutions to the retail financial services market.
Having become a leader in delivering business process solutions to
support and enhance the sales and marketing process of financial
products, the Group recognised the potential for goal:technology,
its innovative XML development tool, in wider markets and
geographies. A partnership team was established to leverage
business through building strategic partnerships. To focus on 
the two strategies, in April 2005, the Group created two distinct
business units; Focus Business Solutions and Focus Software, each
with dedicated management teams, supported by a central
services business unit.
● Focus Business Solutions Ltd
providing software solutions based on goal:technology to
support the sale of pensions, mortgages and insurance
products
● Focus Software Ltd
exploiting the value of goal:technology through partnerships
and distributors
Focus Business Solutions Ltd
Since its conception in 1995 Focus Business Solutions (FBS) has
played a pivotal role in promoting the take-up of e-commerce 
within the UK retail financial services market and it was one of 
the co-founders of the life & pensions industry electronic trading
data standards.
Having operated in the financial services market for over 10 years,
FBS has built up an unparalleled knowledge of the industry,
products, regulation and distribution, enabling the organisation 
to work with all sectors of the community and become the leading
e-commerce expert in the market.
Using goal:technology, FBS created a unique approach to
developing business process solutions to support the customer
management process, called MCA (Multi Channel Advice). MCA is
FBS’ core proposition, a single solution that is scaleable, reusable
and can be deployed across multiple channels – ideal for the
complex distribution structure of the retail financial services market.
Taking its expertise gained in the UK life and pensions market, 
FBS entered the mortgage market in 2004 and in little over a year
has built a strong customer base. This is a newly heavily regulated
market with similar business and distribution issues to FBS’ core
domain. FBS is now working to build its business in the general
insurance market space as this also becomes increasingly regulated.
FBS has established a blue chip
customer base within the
financial services market and has 
received various industry
accolades including winning 
the Financial Sector Technology
Award for ‘Best use of IT in
Insurance’ in both 2003 and 
2004 for solutions built for 
Norwich Union and Zurich
respectively.
■ Mark Thelwell
Chief Operating Officer
Focus Solutions Group plc
24215 Pre 1  6/22/05  9:57 PM  Page 2 Focus Solutions Group plc Annual Report & Accounts 2005 3
Focus Software Ltd
Focus Software Ltd (FS) is a leading edge product development
and distribution company targeting the global IT solutions vendors
and the global server manufacturers.
As an early pioneer of XML, FS has built a centre of excellence for
XML development. FS’ core product – goal:technology, was first
launched to the market in 1999 as an XML toolkit and has since
evolved into an innovative Rapid Application Development (RAD)
toolkit, with over 40,000 desktop installations.
Using goal: technology, FS has created a portfolio of propositions
targeted at a range of markets including Business Process
Management (BPM) and Service Oriented Architecture (SOA)
providers, Independent Software Vendors (ISVs) and software
distributors. The goal:technology product family includes
goal:enterprise, a rich function rapid application development
toolkit for large enterprises, goal:solution prover which is used by
solution development and BPM companies to develop proofs of
concept and demonstrations for prospective clients, XML Faces
which provides instant user interfaces for SOA solutions and
XFormation, the world’s first commercially available XForms editor.
The FS client base benefits from audited development savings of
over 60% and massively accelerated delivery.
To leverage the potential of goal:technology, FS is working with a
number of partners to take the technology to market including
Grey Matter, BEA Inc, Milliman and Focus Business Solutions.
“Some of the world’s leading technologists have
recognised that in goal:enterprise we have a uniquely
valuable product. We int valuable product. We intend to realise that value
through growing our global distribution network,
continuing to invest in our products and putting
goal:technology at the heart of multi-channel and 
multi-device software development.”
Yvonne Thomas, Director of goal:technology, Focus Software
■ Yvonne Thomas
Director of
goal:technology,
Focus Software
24215 Pre 1  6/23/05  5:03 PM  Page 3 4 Focus Solutions Group plc Annual Report & Accounts 2005
"We have enjoyed our most successful year yet, and are in good
shape to continue to improve our financial performance and
increase growth next year. " Alastair Taylor, Chairman
Chairman’s STATEMENT
Business review
I am very pleased to be able to report a positive set of results for
Focus Solutions Group for the year ended 31 March 2005. For the
first time as a public company, we have generated a full year profit
and good progress was made in all areas although turnover was
only marginally ahead of 2004 at £5.43 million. This represents an
exceptional achievement given the major change in the structure 
of the business over the past three years, with significant growth in
sales of goal:technology licences and related services replacing the
revenue generated by the major Point of Sale (POS) solution – 
RIO, developed for Norwich Union. goal:technology licences and
services revenue grew strongly during the year, up by 40% whilst
revenues from Norwich Union for RIO fell to less than £250k, down
from £1.7 million last year. We have now reached a point where the
business has a robust platform for future growth. 
During the year, we continued to restructure the Group to meet 
the needs of the markets in which we operate and we have formally
split the business into two operating units, Focus Business Solutions
and Focus Software, supported by a central services function. Focus
Business Solutions (FBS), the principal operating company in the
Group, is responsible for the provision of business process solutions
to support customer management processes within the UK retail
financial services industry. Focus Software (FS) has been established
to exploit the value of the Group’s XML development tool,
‘goal:technology’ . Initially developed to supply business process
solutions to the financial services industry, FS’s objective will be to
extend the use of goal:technology in other vertical markets through
strategic partnerships. The central services function provides
management, accounting, IT and administrative support to the Group.
Focus Business Solutions
FBS delivered an excellent trading performance during the period,
with sales of goal:technology based solutions up by 40% compared
with 2004, new customers in the mortgage, retail banking and
general insurance markets and good growth in business with
existing customers.
During the year, FBS signed a five year contract with Zurich
Financial Services for the supply of a multi-tie POS for its Openwork
network. This contract, which represents the first phase of the
project, is worth £1.7 million and reinforces the relationship
between Focus and Zurich, which has grown every year over the
past four years. 
FBS also started on the development of a multi-tie new POS for 
a major UK retail bank, to support the sale of regulated life and
pensions products for both corporate and personal business by
over 800 field sales staff.
We continued to build on our entry into the mortgage market,
signing a contract with specialist mortgage lender, Mortgages plc,
to provide it with the ability to respond efficiently to the
requirements of the new mortgage regulations that came into 
force in October 2004 (known as “M-Day”). During the year, we also
won a major contract with a newly formed distributor of mortgage
products,  and since the year end, we have secured a further
customer in this market; Capital Home Loans Limited. A strategic
partnership was formed with the leading mortgage sourcing
provider, Trigold, to develop electronic links between mortgage
intermediaries and lenders. Trigold has over 130 lenders on its
platform and over 22,000 registered users of its portal.
We continue to offer market leading innovative business process
solutions, and FBS is a leading provider of customer management
solutions to regulated financial services institutions selling
protection and investment products in the UK. The UK life and
pensions market remains the most important part of the business:
the majority of the top 10 life and pensions providers in the UK 
are customers and goal:technology has over 40,000 deployments
in the UK. 
Focus Software
Towards the end of the financial year, we set up FS as a separate
division within the Group. The development team responsible for
the production of goal:technology software have been joined by an
experienced business development team, tasked with the objective
of exploiting our innovative technology in other vertical markets.
FS’s sales and marketing activities will be focused through 
partners primarily. The relationship with BEA Systems Inc to sell
goal:technology, where appropriate, as part of their WebLogic
Platform 8.1
TM
is progressing well. BEA is a billion dollar enterprise
software company quoted on NASDAQ and has over 15,000
customers worldwide, including the majority of the Fortune 
Global 500 Companies. The Board believe this will be an important
partnership for the Group over the next few years as it gives us the
opportunity to grow internationally in all market sectors. 
FS is putting particular emphasis on the Business Process
Management (BPM) and Service Orientated Architecture (SOA)
markets, leveraging its unique product set, goal:technology, to add
value to existing suppliers in these markets. In addition, we are
concentrating on the key vertical markets of government and multi-
national enterprises where multi-channel internet based
technologies such as goal:technology are considered strategically
important. Focus Software continues to invest in innovative product
development, and has entered into a distribution deal with Grey
Matter, the UK’s leading specialist distributor of software to the
technical developer community, for its XFormation product, the
world’s first commercially available XForms editor.
24215 Pre 1  6/21/05  12:23 PM  Page 4 Focus Solutions Group plc Annual Report & Accounts 2005 5
A fully compliant online KFI developed, implemented
and live within just 60 days, ready for M-Day
In August 2004, Mortgages plc, a specialist non-conforming lender, started
work with Focus Solutions, on an Extranet service that would provide
intermediaries with the facility to process an online Decision in Principle (DIP),
Key Facts Illustration (KFI) and Mortgage application. The requirement was to
provide an online facility for brokers and packagers to enable them to process
FSA compliant business post Mortgage Regulation (M-Day – 31 October).
Focus completed the project on time and to budget. Mortgages plc launched
their new online solution at midnight on 31 October and successfully met the
requirements for M-Day.
Focus also provided seven of Mortgages plc’s branded lending partners
including; Bristol & West, Solent, Advantage, Opus, Pink Home Loans, 
Genesis and Home Loans Direct, with a branded KFI generator.
Over 400 KFIs were produced within the first week and the new solution
established Mortgages plc as the only UK lender to offer branded KFIs on 
M-Day.
The new solution provided intermediaries with the capability to produce a 
KFI within 4-5minutes. 
“Our objective is to deliver a first class online proposition to the market.  
We selected Focus because they provide a proven track record of rapidly 
bringing valued, cost effective solutions to market quickly. ”
Peter Beaumont, Peter Beaumont, Peter Beaumont, 
Sales & Marketing Director, Mortgages plc Sales & Marketing Director, Mortgages plc Sales & Marketing Director, Mortgages plc
Case STUDY
24215 Pre 1  6/21/05  12:23 PM  Page 5 6 Focus Solutions Group plc Annual Report & Accounts 2005
Review of results
Focus’ main priorities for the year were to grow new business 
to cover the expected decline in revenues from the RIO project, 
to maintain a tight control of costs and to continue the progress
towards profitability. We achieved all three.
Turnover for the year ending 31 March 2005 was £5.43 million
compared with £5.39 million in the previous financial year. This
small increase reflects the change in sales mix which continued in
the year with the completion of the Norwich Union POS, RIO and
continued strong growth in goal:technology licence and related
services up by 40% from £3.7 million in FY2004 to £5.2 million in
FY2005. Over the past three years, sales of goal:technology licence
and related services have grown by over 400% from £1.0 million 
in FY2002.
Despite the small improvement in top line revenues, a combination
of the change in sales mix and the benefits of cost control measures
implemented over the past two years, meant that the Group
delivered its first profit as a public company. Operating profit 
for the year as a whole was £26,000. In the second half of the 
year, operating profit increased to £0.8 million compared with 
£0.1 million in the second half of 2004. Total costs for the year 
were reduced from £5.9 million to £5.4 million. 
Cash outflow from operating activities during the year totalled 
£0.5 million (FY2004: £0.9 million). In the second half of the period,
the Group generated £0.7 million of cash from its trading activities
and at the end of the year, cash balances exceeded £1 million.
The balance sheet remains debt free. We do, however, have bank
facilities totalling £350,000 with HSBC plc, should we require them.
Basic and diluted earnings per share for the year ending 31 March
2005 were 0.1p, compared with a loss of 1.0p for the year ending
31 March 2004. 
The Board’s primary objective is to provide the resources necessary
for the business to grow and create a business of sustained
profitability and cash generation. In the long term, this represents
the best opportunity for return on investment. Accordingly, we
currently have no plans to pay a dividend in the near future.
Research and development
The investment in research and development and in product
development continues to be substantial and totalled £0.9 million
in FY2005 (FY2004: £0.9 million). This investment is fully written off
in the year in which it is incurred. The Group has applied for
research and development tax credits. However, the approval
process for claims has proved extremely drawn out. We remain
confident that our claims are entirely appropriate and are hopeful
of reaching an agreement with the Inland Revenue concerning our
FY2003 claim shortly. We have also made a claim for FY2004 but
have made no provision in the accounts for the credit due for
FY2004, pending agreement of the FY2003 submission.
People 
Lin Johnstone has announced that, due to increased work
commitments, she plans to retire as a non-executive director at 
the annual general meeting, after three years involvement with 
the Group. We are extremely grateful to Lin for her contribution 
and I would like to wish her all the best in her future endeavours. 
The continued improved financial performance of the Group 
is a testament to the reputation of our staff for both their 
technical expertise and responsiveness to customer requirements.
The stability in our workforce is a prime factor in our success. To
achieve these results in the current environment is a reflection of
this stability and has required both flexibility and commitment from
our staff. These challenging times have created many pressures, in
spite of which our team has continued to exceed our expectations
time after time. I thank all of them for their continued commitment
to Focus and for their achievements and enthusiasm. 
Outlook
Focus is well positioned within the UK retail financial services
markets where significant changes in regulation and distribution
models continue to drive demand for our propositions and
products. Our strong customer base and innovative XML
technology solutions provide a strong basis for long term,
sustained, growth. We believe that global strategic partnerships
offer a significant opportunity to increase sales of our technology
outside of the UK financial services market and will continue to
commit resources to grow sales through these channels. We have
enjoyed our most successful year yet, and are in good shape to
continue to improve our financial performance and increase 
growth next year. 
Chairman’s STATEMENT
Alastair M Taylor  Chairman
24215 Pre 1  6/21/05  12:23 PM  Page 6 Focus Solutions Group plc Annual Report & Accounts 2005 7
Flexible Gateway for Managing Relationships 
with Financial Intermediaries
Prudential is aggressively targeting the fast-expanding 20,000-strong 
UK financial advisor market with a range of solutions. Until recently though,
the company was relying on a fragmented technology platform to support
this important user community. Although there was a multi-channel strategy
in place, the information that Prudential needed to effectively serve financial
advisors lay across multiple separate systems.
With these challenges in focus, Prudential turned to BEA Systems and Focus
Solutions. Prudential had already deployed the BEA WebLogic
TM
Server and
BEA WebLogic Portal to create an industrial-strength application
infrastructure for its call centre applications and was using Focus’
goal:technology, an XML development tool, to build and deploy electronic
life, pensions and investment applications for the industry portals. The
combined solution created an integrated offering to provide a true end-to-end
solution for Prudential. 
“Providing Advisers with the capability to trade electronically with Prudential is
key to our distribution strategy.  Using Focus’ technology will enable us to reuse
our e-commerce solutions across multiple channels including the IFA portals 
and – pruadviser.co.uk reducing our maintenance costs and centralising content 
and change control. ”
Jon Cross, Jon Cross, Jon Cross, 
Head of eBusiness, Prudential UK Head of eBusiness, Prudential UK Head of eBusiness, Prudential UK
Partnerships IN FOCUS
24215 Pre 1  6/21/05  3:17 PM  Page 7 8 Focus Solutions Group plc Annual Report & Accounts 2005
“Our blue chip customer base and track record of improvement in
business process management based on innovative technology puts
us in a strong position.” John Streets, Chief Executive
Chief Executive’s STATEMENT
The primary aim for the management team over the past twelve
months has been to take Focus through to profitability. The Group
has come a long way since we floated five years ago. To achieve this
during a period when capital expenditure was under pressure in
our core markets is particularly noteworthy. Focus delivered a very
encouraging performance, growing sales of goal:technology and
related services by 40%, adding new customers and successfully
launching Focus Software. 
Underpinning our plans for the Group over the past two years has
been the recognition that we must make the business sustainable
and scalable. 
In terms of sustainability, our objective has been to extend the
customer base by entering additional retail financial services market
sectors. A key medium term objective is for our recurring revenues
to substantially cover our fixed cost base. We remain someway from
achieving this goal, however, good progress was made in the year.
Focus Business Solutions is profitable, based on our current strategy
to design, deliver and implement world class e-trading solutions for
the financial services markets.
In terms of scalability we see Focus Software as offering much
greater long term opportunities. The exploitation of goal:technology
in other markets through global partners is a major plank of 
our strategy.
Focus Business Solutions
Over the past seven years, FBS has built a reputation in the UK 
life and pensions market for delivering leading edge customer
management solutions across multiple distribution channels, based
on our goal:technology software. The challenge in this market has
been to collect large amounts of information about customers and
prospective customers and to record this information accurately
and cost efficiently. The requirement for accuracy has been driven
by regulation, with the life and pensions companies required to
prove that they sold the right product to each customer. The need
to collect this information efficiently has come from the life and
pensions companies themselves, as they have sought to 
maximise returns on investment and to cope with the world 
of 1% commissions. 
A wave of new regulation from the Financial Services Authority has
followed and in the last year we have seen:
– Depolarisation of the distribution of UK life and pensions
– Mandatory electronic reporting across all regulated firms
– Regulation of mortgage sales
– Regulation of general insurance sales
Depolarisation is the key driver for IT spending in the UK life and
pensions industry. This will have a significant impact on distribution
channels and the processes that support them. The old tied agent/
independent advisor split will be supplemented by a new channel,
multi-tie agents, who will sell products from a limited number
of providers. Although there are likely to be fewer players in the
market through consolidation, new combinations of providers,
distributors and advisors will emerge. Minimising the costs for
these new distribution models is critical and represents a major
opportunity for MCA, Multi Channel Advice business process
solutions provided by FBS.
FBS has continued its penetration of the UK mortgage market,
capitalising on its ability to provide the business process solutions
required to handle the new regulated sales processes. As a result 
of the work undertaken by Focus, intermediaries dealing with
Mortgages plc have been provided with the facility to complete
Key Facts Illustrations in line with the requirements of the Financial
Services Authority’s mortgage regulation, which came into force in
October 2004. 
FBS’s ability to develop, deliver and deploy front-office solutions 
in short timescales, sometimes in less than 90 days from start to
finish, remains one of its principle differentiators in the market. FBS
offers consultancy, business analysis, project management, systems
integration, testing and support services to its clients in the UK 
retail financial services market based on customer management
solutions within the MCA process framework.
Focus Software 
The establishment of Focus Software reflects the ambitions of 
the Group to achieve global scale. We have been convinced for
some time that goal:technology is suitable for markets and
applications outside of the UK financial services market, and the
recent collaborative relationships with BEA and Milliman USA Inc.
have been set up with this objective in mind. 
24215 Pre 1  6/21/05  12:23 PM  Page 8 Focus Solutions Group plc Annual Report & Accounts 2005 9
The goal:technology suite comprises four propositions. Three are
targeted at global technology BPM vendors, such as BEA, to 
allow their customers to develop business applications, proof of
concepts or user interfaces rapidly and cost effectively. The fourth,
XFormation, is targeted at the R & D and academic community,
supporting the emerging XForms standards, in preparation for
commercial use as XForms become more widely adopted over the
coming years. A new version of XFormation has been completed
and a European distribution agreement signed with Grey Matter,
one of the UK’s leading suppliers of business, technical and
development software, went live in May 2005.
During the year, the FS business development team have been
creating a great deal of interest in goal:technology in a wide variety
of areas, with a number of partnerships in development and
significant proof of concept collateral. 
Strategy
It is our strategy to create a sustainable and scalable business. 
The provision of business process solutions, focused on the
customer management MCA framework, to the UK retail financial
services market by Focus Business Solutions can generate
sustainable profits in the foreseeable future. FBS has an enviable
client list in the UK life and pensions market and is well placed 
to exploit the opportunities generated by the introduction of
further regulation into the mortgage and general insurance
markets. These markets have the same need for extensive 
re-engineering including improved business sales processes, data
collection, accurate recording and cost efficient straight through
enterprise processing as the UK life and pensions markets have
experienced over the past few years.
To achieve further growth, the Board believes there is significant
opportunity in exploiting goal:technology more widely by Focus
Software developing partnership agreements with organisations
operating in different geographical and vertical markets. 
Prospects
In the forthcoming year, our target markets will continue to look 
for solutions that cut the costs of distributing their products and
help them meet the challenge of the significant new regulations.
Our blue chip customer base and track record of improvement in
business process management based on innovative technology
puts us in a strong position to exploit the opportunities this will
generate. Our first partnership agreements for goal:technology
offer significant opportunities for future growth and we will
continue to focus resources on supporting them. Tight control 
on costs, coupled with a closely targeted approach to sales and
partnership development will ensure that the Group continues 
to make good progress in achieving a sustainable and 
scalable business.
John Streets  Chief Executive
Chief Executive’s STATEMENT
24215 Pre 1  6/21/05  12:23 PM  Page 9 Directors
10 Focus Solutions Group plc Annual Report & Accounts 2005
1 2
5 4
3
6
7 8 9
Alastair Taylor Chairman
Alastair was previously the President of the Global Financial Services
Industry business for Unisys Corporation and a member of the Executive
Management Board. During more than 30 years in the IT industry he has
held senior executive positions in the UK and internationally. He is
currently Chairman of UBM Ltd, non executive director of Huntswood
CTC Ltd and provides consultancy to the Venture Capital Industry.
John Streets Chief Executive
John is the founding director of Focus.  John has a 20 year track record
in IT sales and the financial services business working for Honeywell
Information Systems, Wang Computers, Fame Computers and Intuitive
Systems. Focus was established in 1995 following an approach by AT&T
to launch their insurance value added services in the UK and Europe.
Mark Thelwell Chief Operating Officer
Mark joined Focus in 1998. Prior to this, he spent 16 years in Financial
Services, covering sales, marketing and regulation, and was latterly
responsible for implementing end-to-end e-Business capability. Mark
was appointed as Group Chief Operating Officer on 30 April 2002.
Mark Loosmore Business Development Director
Mark joined Focus in 1998 and on 1 April 2002 Mark was appointed as
Business Development Director concentrating on developing solutions
and partnerships. Previously, Mark worked at NCR and AT&T selling
complex IT solutions to large insurance companies.
Frank Murray Chief Technology Officer
Frank joined Focus as Product Development Manager in May 2000.
Prior to Focus he spent 18 years in a variety of senior technical roles
with AT&T and Cap Gemini focusing on the financial services market.
Frank was appointed Chief Technology Officer on 1 April 2002.
Martin Clements Finance Director
Martin Clements qualified as a chartered accountant in 1987. Martin
joined Focus from Bond International Software Plc, where he was 
Group Finance Director. Prior to joining Bond, Martin worked in a
number of senior positions with Eurobell Holdings Plc and Vickers Plc.
Piers Brooke Non-Executive Director
Piers had a career in Banking spanning 37 years holding senior
management positions in London, Paris, Hong Kong and New York. 
He joined Focus as a director in 2000 and currently holds directorships
in a number of other Public and Private companies.
Martin Fiennes Non-Executive Director
Martin is an investment manager with Top Technology Ventures Ltd,
early stage investors in UK technology businesses, and acts as a 
Non-Executive Director with a number of other UK enterprise 
software companies.
Lin Johnstone Non-Executive Director 
Lin Johnstone has over 15 years experience in the software industry. In 
recent years she was CEO of Evolve Software Inc and Industri Matematik
International.  During her career she has held vice president positions 
at E.piphany UK and Aspect Communications.
9
8
7
6
5
4
3
2
1
24215 Pre 2  6/21/05  12:26 PM  Page 10 Focus Solutions Group plc Annual Report & Accounts 2005 11
Directors’ Statement on Corporate Governance
principles of good corporate governance contained within the 2003 Financial Reporting Council (FRC) Code. However, under the
rules of the Alternative Investment Market (“AIM”) the Company is not required to comply with the Code and the Board considers
that it is inappropriate, bearing in mind the size of the Group, for it to comply with all aspects of the Code’s requirements.
Nevertheless, this statement sets out how the principles of good governance are adhered to by the Board.
The Board and its Committees
The composition of the Board is set out on Page 10. The Board comprises a non-executive Chairman, five executive directors and
three non-executive directors. The majority of non-executive directors are independent of management and free from any
business or other relationship, which could materially interfere with the exercise of their independent judgement. The senior 
non-executive director is Piers Brooke.
The Board meets regularly to review not only the current state of the business but also to determine its future strategic direction.
The Board has a formal schedule of matters specifically reserved for its decision.
The Audit and Remuneration and Nomination Committees consist exclusively of non-executive directors. 
The Audit and Remuneration and Nomination Committee have formally delegated duties and responsibilities. 
The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the annual and
interim accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee have
unrestricted access to the Company’s auditors.
The Remuneration and Nomination Committee reviews the scale and structure of the executive directors’ remuneration and the
terms of their contracts. The remuneration and terms and conditions of appointment of the non-executive directors are set by
the Board. The committee also administers the Share Option Schemes and is responsible for approval of senior appointments.
Internal control
The Board has considered the guidance published by the Institute of Chartered Accountants in England and Wales concerning
the internal control requirement of the Combined Code and has established an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group.
The Board is responsible for the Group’s system of internal financial control, which is designed to provide reasonable, but not
absolute, assurance against material misstatement or loss. The Group’s system of internal control includes, but is not limited to:
● the Board, which now includes four non executive directors, has overall responsibility for the decision making in the Group;
● an annual budget is prepared in advance of the start of the financial year against which the Group’s actual performance is
monitored by the Directors;
● the Directors have put in place an organisational structure with clearly defined lines of responsibility and delegation of
authority;
● the Group’s management has a clear responsibility for identifying risks facing the business and for putting in place
procedures to mitigate and monitor those risks; and
● there are clearly defined control policies and procedures for all transactions including appropriate authorisation levels.
24215 Pre 2  6/21/05  12:26 PM  Page 11
The Board of Directors is accountable to shareholders for the good corporate governance of the Group. The Directors support the 12 Focus Solutions Group plc Annual Report & Accounts 2005
Directors’ Statement on Corporate Governance continued
The Directors have reviewed the effectiveness of the Group’s internal control systems for the year ended 31 March 2005.
Steps continue to be taken to embed internal control and risk management further into the operations of the business and to
deal with areas of improvement which come to management’s and the Board’s attention.
The Chairman’s Statement and Chief Executive’s Statement present a balanced and understandable assessment of the Company’s
position and prospects.
Going concern
After making enquiries, the Directors consider that the Group has adequate resources to continue in operational existence for the
foreseeable future. Consequently, they have continued to adopt the going concern basis in preparing the financial statements.
24215 Pre 2  6/21/05  12:26 PM  Page 12 Focus Solutions Group plc Annual Report & Accounts 2005 13
Directors’ Report
The Directors present their report and the audited financial statements for the year ended 31 March 2005. 
The Group financial statements consolidate the financial statements of Focus Solutions Group plc and its subsidiary undertakings
made up from 1 April 2004 to 31 March 2005.
Principal activity
The principal activity of the Group during the period was the provision of software and business solutions to the UK life and
pensions, insurance and financial services markets. Towards the end of the year, the Group also commenced the supply of
XFormation software via the Internet.
Review of business
A detailed review of activities and developments in the Group is contained in the Chairman’s Statement on pages 4 to 6 and 
the Chief Executive’s Review on pages 8 and 9. 
Results and dividends
The profit on ordinary activities for the year after taxation was £26,000 (2004: loss £282,000). The Directors are not recommending
the payment of a dividend for the period to 31 March 2005 (2004: £nil).
Directors and their interests
The Directors who served during the period, and their beneficial interests in the share capital of the Company are shown in the
Remuneration and Nomination Committee’s Report on pages 15 to 18. 
Substantial shareholdings
On 31 May 2005 the Company had been notified of the following holdings of 3% or more of its issued share capital.
Number of shares %
John Streets 8,350,000 29.20
Hatt III LP 6,333,053 22.15
Liontrust 3,282,400 11.48
Nordea Bank Danmark A/S 1,834,549 6.42
Rathbones 1,680,000 5.88
F&C Asset Management 1,465,000 5.12
Close Investment Limited 1,183,500 4.14
No other person has reported an interest of more than 3% in the ordinary shares.
Employees
The Group is an equal opportunity employer and makes every effort to ensure disabled people are not discriminated against on
the grounds of their disabilities. In the event of staff becoming disabled, every effort is made to ensure that their employment
continues and that appropriate training is arranged. Employees are kept informed regarding the Group’s affairs and are consulted
on a regular basis through meetings, wherever feasible and appropriate.
Employees are encouraged to own shares in the Company and approximately 84% of employees are shareholders and/or hold
options in the Company’s share option schemes.
Research and development
Development costs relate to the onward development of the product range. All development costs are charged to the profit and
loss account as incurred.
24215 Pre 2  6/21/05  12:26 PM  Page 13 14 Focus Solutions Group plc Annual Report & Accounts 2005
Directors’ Report continued
Charitable contributions
During the period under review, the Group made charitable contributions totalling £545 (2004: £345).
Creditor payment policy
The Company and its subsidiary undertakings agree appropriate terms and conditions for their business transactions with
suppliers. Payment is then made on these terms subject to the terms and conditions being met by the suppliers. The average
number of days credit taken on the outstanding balance at the year end is 106 (2004: 102 days). 
Financial instruments
The Group’s financial instruments comprise borrowings, cash and short-term deposit and various items, such as trade debtors 
and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to fund the 
Group’s operations as well as to manage working capital, liquidity and invest surplus funds.
It is, and has been throughout the period under review, the Group’s policy not to enter into derivative transactions and no trading
in financial instruments has been undertaken. The Group faces few risks pertaining to financial instruments.
Interest rate risk
The Group continues to finance its operations from the original issue of new equity. Accordingly borrowings are insignificant.
Surplus cash balances are held on the money market in the short term at fixed rates of interest.
Liquidity risk
Whilst the Group’s operations are not currently cash generative, surplus cash from its new equity finance is invested so as 
to achieve a market rate of return. These investments are held to ensure the Group remains sufficiently liquid to meet its
requirements.
Foreign currency risk
The Group has minimal exposure to foreign currency risks.
Re-appointment of Auditors
A resolution to re-appoint Deloitte & Touche LLP as the Company’s auditor will be proposed at the forthcoming 
Annual General Meeting.
This report was approved by the Board on 13 June 2005 and signed on its behalf by:
M J Clements
Secretary
24215 Pre 2  6/21/05  12:26 PM  Page 14 Focus Solutions Group plc Annual Report & Accounts 2005 15
Remuneration and Nomination Committee’s Report
The Remuneration and Nomination Committee (“the Committee”), comprising Alastair Taylor, Piers Brooke and Lin Johnstone 
with Alastair Taylor as Chairman, meets as required during the year. Executive directors may also be invited to attend meetings
but may not vote and are not involved in any matter relating to themselves. 
Remuneration policy
The policy of the Committee is to ensure that the remuneration packages offered to the executive directors are competitive 
and designed to attract, retain and motivate executive directors and senior executives of a high calibre. These packages are
reviewed regularly and independent advice is taken when appropriate. They are structured to include both short and longer 
term incentives. None of the Committee has any personal financial interest (other than as shareholders), conflicts of interest or
day-to-day involvement in running the business. No director plays a part in deciding their own remuneration.
The remuneration of the non-executive directors is determined by the Board. The non-executive directors do not participate in
the bonus scheme, nor do they receive any other benefits.
There are five main elements of the remuneration package for executive directors:
● basic salary;
● bonuses;
● pensions;
● other benefits; and
● share option incentives
Basic salary
The basic salaries of the executive directors are determined after a review of the performance of the individual. It is the aim of 
the Committee to reward directors competitively and commensurate with their responsibilities and experience.
Bonuses
The basis of bonus payments is at the discretion of the Committee and are based on financial performance targets. 
The bonuses are paid annually in arrears.
Pensions
The Company contributes a pre-set percentage of pensionable earnings to defined contribution schemes for the current
executive directors.
Other benefits
Executive directors are provided with a company car or car allowance in line with market practice and private health care.
Directors and their interests
The Directors who served during the period, and their beneficial interests in the share capital of the company are shown below.
At the Annual General Meeting to be held on 21 July 2005, Mr M J Clements and Mr F Murray will retire and offer themselves for
re-election. Mrs L F Johnstone is retiring from Board following the AGM and therefore, will not be offering herself for re-election.
Share options
The Group operates the following share option schemes: 
– an EMI scheme
– an Inland Revenue Approved scheme
– an Unapproved scheme
24215 Pre 2  6/21/05  12:26 PM  Page 15 16 Focus Solutions Group plc Annual Report & Accounts 2005
Remuneration and Nomination Committee’s Report continued
These schemes are administered and the grant of options supervised by the Committee. The price per ordinary share at which
options may be exercised under the Unapproved Scheme and the EMI Scheme will not be less than the middle market quotation
for the dealing day immediately preceding the date of grant. The price per ordinary share at which options may be granted under
the Approved Scheme will be not less than the market value as agreed with the Inland Revenue. 
The Committee have adopted a policy of phased grants of options, either yearly or half-yearly, with no individual receiving
options over shares in any one year with a value exceeding his or her annual salary. 
The Committee also resolved that it would, in future, set performance conditions designed to incentivise senior management in a
way, which is intended, if achieved, to enhance shareholder returns. After careful consideration, and taking into account the stage
the Company had reached in its development, the Committee decided to adopt performance conditions allowing exercise of
options upon the achievement of a target earnings per share figure within a minimum of three years, and a maximum of five,
from the date of grant of the option. The Committee has chosen this as the most appropriate measure in that it is both closely
aligned with shareholder interests and is a readily visible indicator of the Group’s underlying financial performance.
In the view of the Committee, its policy for the operation of the Company’s share option schemes forms part of a well-considered
remuneration policy to facilitate the motivation, retention and recruitment of executives. The Committee regularly reviews its
policy on share incentives to ensure that it is broadly in line with market practice and to maintain its continued effectiveness.
Service Contracts
J B Streets, M A Thelwell, M A Loosmore, F Murray and M J Clements have service contracts with the Company, which are capable
of termination by the Company giving one year’s notice for J B Streets, and six months notice for M A Thelwell, M A Loosmore, 
F Murray and M J Clements.
A M Taylor, L F Johnstone, P L Brooke and M G Fiennes have letters of appointment with the Company, which cover a period of
one year and are capable of termination under certain circumstances. 
The remuneration of the Directors was as follows:-
Waiver
of Salary Compensation
Salary Pension & Pension for Loss Other Total
& Fees Contributions Contributions of Office Benefits £’000
Year ended 31 March 2005
J B Streets 110 22 – – 15 147
M J Clements 85 9 – – 13 107
M A Loosmore 88 9 – – 12 109
M A Thelwell 100 15 – – 13 128
F Murray 85 9 – – 14 108
A M Taylor 20–––– 20
P L Brooke 17–––– 17
M G Fiennes 17–––– 17
L F Johnstone 17–––– 17
Total 539 64 – – 67 670
24215 Pre 2  6/21/05  12:26 PM  Page 16 Focus Solutions Group plc Annual Report & Accounts 2005 17
Remuneration and Nomination Committee’s Report continued
Waiver of
Salary & Compensation
Salary Pension Pension for Loss Other Total
& Fees Contributions Contributions of Office Benefits £’000
Year ended 31 March 2004
J B Streets 110 22 (7) – 14 139
M A Loosmore 108 9 (3) – 15 129
M A Thelwell 100 15 (4) – 11 122
F Murray 85 9 (3) – 10 101
S A Hele 17 2 – 50 3 72
A M Taylor 20–––– 20
P L Brooke 17–––– 17
M G Fiennes 17–––– 17
W R Hull 8 –––– 8
L F Johnstone 17–––– 17
M J Clements 70 7 (3) – 8 82
Total 569 64 (20) 50 61 724
The remuneration of M G Fiennes is paid to Top Technology Limited. 
Directors interests
According to the register of the Directors interests in the shares of the Company the following shares were held:
1 April 2004 31 March 2005 
Number of Number of
Ordinary shares Ordinary shares
A M Taylor 40,000 40,000
J B Streets 8,350,000 8,350,000
M J Clements 100,680 100,680
M A Loosmore 556,000 556,000
M A Thelwell 578,972 578,972
M G Fiennes 73,634 73,634
P L Brooke 5,000 5,000
F Murray 18,900 18,900
L F Johnstone 50,400 50,400
24215 Pre 2  6/21/05  12:26 PM  Page 17 18 Focus Solutions Group plc Annual Report & Accounts 2005
Remuneration and Nomination Committee’s Report continued
The following share options were held by directors:
At 1 April At 31 March Exercise 
2004 2005Price Exercise
Director Scheme Number Number pence Period
M A Thelwell The Unapproved Scheme 166,000 166,000 14.586 15.03.2002 to 14.03.2009
M A Thelwell The Unapproved Scheme 190,000 190,000 20 20.01.2003 to 19.01.2010
M A Thelwell The EMI Scheme 100,000 100,000 25 16.06.2006 to 15.06.2013
M A Loosmore The Unapproved Scheme 166,000 166,000 14.586 15.03.2002 to 14.03.2009
M A Loosmore The Unapproved Scheme 100,000 100,000 20 20.01.2003 to 19.01.2010
M A Loosmore The EMI Scheme 25,000 25,000 25 16.06.2006 to 15.06.2013
F Murray The EMI Scheme 25,000 25,000 89 25.07.2004 to 24.07.2011
F Murray The EMI Scheme 50,000 50,000 89 25.07.2004 to 24.07.2011
F Murray The EMI Scheme 15,000 15,000 89 15.11.2004 to 14.11.2011
F Murray The EMI Scheme 75,000 75,000 25 16.06.2006 to 15.06.2013
F Murray The EMI Scheme 3,285 3,285 35 14.01.2007 to 13.01.2014
F Murray The Approved Scheme 85,714 85,714 35 14.01.2007 to 13.01.2014
M J Clements The EMI Scheme 50,000 50,000 25 16.06.2006 to 15.06.2013
M J Clements The EMI Scheme 50,000 50,000 35 14.01.2007 to 13.01.2014
Performance conditions are attached to the EMI options granted to M A Thelwell whereby EPS is required to reach 12p within 
5 years of grant.
Performance conditions are attached to the EMI options granted to M A Loosmore whereby EPS is required to reach 12p within 
5 years of grant.
Performance conditions are attached to the EMI options granted to F Murray whereby EPS is required to reach 5p, 10p, 10p, 12p
and 12p respectively, for the tranches of 25,000, 50,000, 15,000, 75,000 and 3,285 options within 5 years of grant and in addition in
respect of the tranche of 50,000 options only 25,000 will be exercisable at the earliest after 3 years from date of grant the balance
being exercisable at the earliest of 4 years from the date of grant.
Performance conditions are attached to the EMI options granted to M J Clements whereby EPS is required to reach 12p, for each
tranche of 50,000 options within 5 years of grant. 
During the year from 1 April 2004 to 31 March 2005 the mid-market price of the ordinary shares had a range from 29.5p, the price
at 31 March 2005, to 56p on 1 April 2004. The mid-market price at the year-end was 29.5p.
Alastair M Taylor
24215 Pre 2  6/21/05  12:26 PM  Page 18 Focus Solutions Group plc Annual Report & Accounts 2005 19
Directors’ responsibilities in the Preparation of Financial Statements
UK company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of
the state of affairs of the Company and the Group and of the profit and loss of the Group for that period. In preparing those
financial statements, the Directors are required to:
● select suitable accounting policies and then apply them consistently;
● make judgements and estimates that are reasonable and prudent;
● state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements; and
● prepare financial accounts on the going concern basis unless it is inappropriate to assume the Group will continue to be 
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 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.
24215 Pre 2  6/21/05  12:26 PM  Page 19 Independent Auditor’s Report to the Members of Focus Solutions Group plc
20 Focus Solutions Group plc Annual Report & Accounts 2005
We have audited the financial statements of Focus Solutions Group Plc for the year ended 31 March 2005 which comprise the
consolidated profit and loss account, the balance sheets, the consolidated cash flow statement and the related notes 1 to 19,
together with the reconciliation of net cashflow to movement in net funds. These financial statements have been prepared under
the accounting policies set out therein. 
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 auditors’ 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 auditors
As described in the statement of directors’ responsibilities, the Company’s directors are responsible for the preparation of the
financial statements in accordance with applicable United Kingdom law and accounting standards. They are also responsible for
the preparation of the other information contained in the annual report. Our responsibility is to audit the financial statements in
accordance with relevant United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial
statements have been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, 
the Directors’ report is not consistent with the financial statements, if 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 transactions with the Company and other members of the Group is not disclosed.
We read the Directors’ report and the other information contained in the annual report for the above year as described in the
contents section and consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards 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 judgements made by the Directors in the preparation of the
financial statements and of whether the accounting policies are appropriate to the circumstances of the Company and the
Group, 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 financial statements give a true and fair view of the state of affairs of the Company and the Group as at 
31 March 2005 and of the profit of the Group for the year then ended and have been properly prepared in accordance with 
the Companies Act 1985.
Deloitte & Touche LLP 
Chartered Accountants and Registered Auditors
Birmingham
13 June 2005
24215 Pre 2  6/21/05  12:26 PM  Page 20 Focus Solutions Group plc Annual Report & Accounts 2005 21
Consolidated Profit and Loss Account
for the year ended 31 March 2005
Year ended Year ended
31 March 31 March
2005 2004
(as restated
see note 1)
Notes £’000 £’000
Turnover 2 5,431 5,388
Cost of sales (1,361) (1,773)
Gross profit 4,070 3,615
Overheads
Distribution costs (1,221) (1,491)
Administrative expenses (2,847) (2,594)
(4,068) (4,085)
Operating profit/(loss) before re-organisation costs 2 (470)
Re-organisation costs 6 – (119)
Operating profit/(loss) 3 2 (589)
Disposal of US operations 6 – 167
Profit/(Loss) on ordinary activities before interest 2 (422)
Net interest receivable 7 24 40
Profit/(Loss) on ordinary activities before taxation 26 (382)
Taxation 8 – 100
Profit/(Loss) on ordinary activities after taxation and retained profit/(loss) for the year 15 26 (282)
Earnings/(Loss) per ordinary share
Basic 9 0.1p (1.0p)
Diluted 9 0.1p (1.0p)
The operating profit for the year and loss for the prior year arises from the company’s continuing operations.
No separate statement of total recognised gains and losses has been presented as all such gains and losses have been dealt with in the
profit and loss account.
24215 Pre 2  6/21/05  12:26 PM  Page 21 22 Focus Solutions Group plc Annual Report & Accounts 2005
Group Balance Sheet
31 March 2005
2005 2004
Notes £’000 £’000
Fixed assets
Tangible assets 10 137 171
Current assets
Debtors 12 2,665 1,845
Investments - money market deposits – 250
Cash at bank and in hand 1,007 1,234
3,672 3,329
Creditors: Amounts falling due within one year 13 1,598 1,331
Net current assets 2,074 1,998
Total assets less current liabilities 2,211 2,169
Net assets 2,211 2,169
Capital and reserves
Called up share capital 14 & 15 2,859 2,851
Share premium 15 9,827 9,819
Merger reserve 15 220 220
Profit and loss account 15 (10,695) (10,721)
Shareholders’ funds – equity interests 15 2,211 2,169
Approved by the Board on 13 June 2005
J B Streets M J Clements
Director Director
24215 Pre 2  6/21/05  12:26 PM  Page 22 Focus Solutions Group plc Annual Report & Accounts 2005 23
Company Balance Sheet
31 March 2005
2005 2004
Notes £’000 £’000
Fixed assets
Tangible Fixed Assets 9 –
Investments 11 1,960 1,960
1,969 1,960
Current assets
Debtors – due within one year 12 4,565 2,715
Debtors – due after more than one year 12 4,794 5,450
Investments – 250
Cash at bank and in hand 250 1,212
9,609 9,627
Creditors: Amounts falling due within one year 13 253 278
Net current assets 9,356 9,349
Total assets less current liabilities 11,325 11,309
Net assets 11,325 11,309
Capital and reserves
Called up share capital 14 & 15 2,859 2,851
Share premium 15 9,827 9,819
Profit and loss account 15 (1,361) (1,361)
Shareholders’ funds – equity interests 15 11,325 11,309
Approved by the Board on 13 June 2005
J B Streets M J Clements
Director Director
24215 Pre 2  6/21/05  12:26 PM  Page 23 24 Focus Solutions Group plc Annual Report & Accounts 2005
Consolidated Cash Flow Statement
for the year ended 31 March 2005
Year ended Year ended
31 March 31 March
2005 2004
Notes £’000 £’000
Net cash outflow from operating activities 16a (454) (927) 
Returns on investments and servicing of finance 16b 24 40
Taxation 16b – 56
Capital expenditure and financial investment 16b (63) (56)
Cash outflow before management of liquid resources and financing (493) (887)
Management of liquid resources 16b 250 406
Financing 16b 16 676
(Decrease)/increase in cash in the year (227) 195
Reconciliation of net cashflow to movement in net funds
Year ended Year ended
31 March 31 March
2005 2004
Notes £’000 £’000
(Decrease)/increase in cash in the period (227) 195
Cash outflow from decrease in liquid resources (250) (406)
Movement in net funds in the year (477) (211)
Net funds at start of year 1,484 1,695
Net funds at end of year 16c 1,007 1,484
24215 Pre 2  6/21/05  12:26 PM  Page 24 Focus Solutions Group plc Annual Report & Accounts 2005 25
Notes to the Accounts continued
for the year ended 31 March 2005
1 Accounting policies
The financial statements have been prepared in accordance with statements of standard accounting practice issued by UK
accounting bodies.
In order to be consistent with standard industry practice, the format of the consolidated profit and loss account has been changed.
The prior year numbers have been restated in accordance with the revised format.
The following accounting policies have been applied consistently with those set out in the 31 March 2004 Group Accounts, in
dealing with items which are considered material in relation to the financial statements.
Basis of accounting
The financial statements have been prepared under the historical cost convention.
Basis of consolidation
The Group financial statements consolidate the financial statements of Focus Solutions Group plc and its subsidiary undertakings
made up to 31 March 2005.
The Company has taken advantage of the exemption in Section 230 of the Companies Act 1985 and has not published its own
profit and loss account.
Goodwill & amortisation
Goodwill arising on acquisition is capitalised in the balance sheet in the month in which it arises and amortised over its estimated
useful life of 10 years. It is reviewed for impairment at the end of the first full year of financial year following acquisition and in other
periods if events or changes in circumstances indicate that the carrying value may not be recoverable.
Tangible fixed assets
Fixed assets are stated at historical cost less accumulated depreciation.
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost evenly over its expected useful life, 
as follows:
Software Between 2 and 4 years
Fixtures and fittings Between 3 and 4 years
Motor vehicles over 3 years
Computer equipment Between 2 and 4 years
During the year, the Group reviewed the appropriateness of the expected useful lives for all its assets. As a result of this review, the
expected useful lives of all assets not already fully written off were revised to four years.
Deferred taxation
Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, 
or a right to pay less tax at a future date at rates expected to apply when they crystallise based on current tax rates and law. Timing
differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in
which they are included in financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely
than not that they will be recovered. Deferred tax assets and liabilities are not discounted.
24215 Notes  6/21/05  12:29 PM  Page 25 26 Focus Solutions Group plc Annual Report & Accounts 2005
Notes to the Accounts continued
1 Accounting policies (continued)
Leased assets and obligations
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase
contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated
useful lives or the lease term, whichever is the shorter.
The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of
the future payments is treated as a liability.
Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the term of the lease.
Foreign currency
Foreign currency transactions are converted to sterling during the year at the rates ruling at the time of the transaction. 
Any amounts outstanding at the year-end are translated at the rate of exchange ruling at the balance sheet date and the gains 
and losses on translation are included in the profit and loss account.
Pension contributions
The Group makes contributions to defined contribution pension schemes that have been set up for and independently
administered on behalf of certain directors and employees. Contributions payable for the period are charged in the profit and 
loss account.
Research and development expenditure
Research and development expenditure is written off in the year during which it is incurred.
Turnover
Turnover represents the invoiced value, net of Value Added Tax, of goods sold and services provided to customers during the period. 
Revenue recognition
Income is recognised as follows:
Software & other licence fees  
Revenue from licence agreements for the delivery of software that does not require further significant enhancement is recognised
when the following criteria are met:
–  persuasive evidence that an arrangement exists
–  delivery of the software
–  no significant remaining obligations 
–  fees are determinable
–  collectability is probable
Other services fees   
When the work has been performed and contractual obligations have been satisfied.
Support & maintenance fees  
Over the period of the contract
Investments
In the Company’s balance sheet, investments in subsidiary undertakings are stated at cost less any provision. Where the
consideration for the acquisition of a subsidiary undertaking includes shares in the Company to which the provisions of section 131
of the Companies Act 1985 apply, cost represents the nominal value of shares issued together with the fair value of any additional
consideration given and acquisition costs.
24215 Notes  6/21/05  12:29 PM  Page 26 Focus Solutions Group plc Annual Report & Accounts 2005 27
Notes to the Accounts continued
2 Turnover and segmental analysis
The geographical analysis of turnover by destination is:
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
United Kingdom & Europe 5,381 5,367
Rest of the World 50 21
5,431 5,388
The Group’s turnover and loss on ordinary activities before taxation were all derived from its principal activity. All turnover originates
in the United Kingdom and all assets are held in the United Kingdom.
3 Operating profit/(loss)
Operating profit/(loss) is stated after charging/(crediting):
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
Depreciation and amounts written off tangible fixed assets:
Charge for the year:
Owned assets     97 109
Re-organisation costs – 119
Operating lease rentals:
Other – Rent paid on land & buildings 231 231
– Other assets (including motor vehicles)             103 110
Research & development expenditure 891 911
Auditors’ remuneration:
Audit services - Group 23 20
Other services                                     8 8
The cost of audit services provided to the Company were £18,400 (2004: £11,850) and are included within the audit services charged
to the Group.
24215 Notes  6/21/05  12:29 PM  Page 27 28 Focus Solutions Group plc Annual Report & Accounts 2005
Notes to the Accounts continued
4 Directors’ emoluments
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
Emoluments 670 724
Company contributions to money purchase pension schemes 64 51
No. No.
Members of money purchase pension schemes 6 6
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
The amounts paid in respect of the highest paid director are as follows:
Emoluments 147 139
Company contributions to money purchase pension schemes 22 15
5 Staff costs
Year ended Year ended
31 March 31 March
2005 2004
No. No.
The average monthly number of persons (including directors)
employed by the Group during the year was:
Office and management   14 16
Sales and development   64 73
78 89
£’000 £’000
Staff costs for the above persons:
Wages and salaries 3,620 3,225
Social security costs 417 420
Other pension costs 260 209
National Insurance on Share Options (22) 46
4,275 3,900
Information in respect of directors’ emoluments, share options and pensions is given in the Remuneration and Nomination
Committee’s Report on page 15. The audited information in this report forms part of the financial statements.
24215 Notes  6/21/05  12:29 PM  Page 28 Focus Solutions Group plc Annual Report & Accounts 2005 29
Notes to the Accounts continued
6 Re-organisation costs
In the prior year, the re-organisation costs associated with continuing operations related to redundancy payments made to certain
employees within the UK business and a provision against the loss on the disposal of the US operations, was released following a
renegotiation of the terms of the disposal.
7 Net interest receivable
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
Bank interest receivable                               30 41
Interest payable (6) (1)
Net interest receivable 24 40
8 Taxation 
31 March 31 March
2005 2004
£’000 £’000
a. Analysis of tax charge on ordinary activities
Current Tax:
UK corporation tax at 30% (2004: 30%) based on the profit/(loss) for the period – –
Adjustment in respect of prior years – 100
Total tax credit – 100
b. Factors affecting tax charge for the current period
Profit/(loss) on ordinary activities before tax 26 (382)
Tax at 30% thereon: (8) 115
Effects of:
Expenses not deductible for tax purposes (9) (11)
Capital allowances in excess of depreciation 21 23
Creation of tax losses (8) (128)
Marginal Relief 1 1
Prior period adjustment – 100
Current tax charge – 100
24215 Notes  6/21/05  12:29 PM  Page 29
Year ended Year ended 30 Focus Solutions Group plc Annual Report & Accounts 2005
Notes to the Accounts continued
8 Taxation  (continued)
c. Factors that may affect the future tax charge
A deferred tax asset has not been recognised in respect of timing differences relating to revenue losses as there is insufficient
evidence that the asset will be recovered. The amount of the asset not recognised is £1,717,340 (2004: £1,824,862). The asset would
be recovered if eligible taxable profits arise in the future.
9 Earnings/(Loss) per ordinary share
The basic earnings per share is based on attributable profit /(loss) for the year of £26,000 (FY2004: Loss £282,000) and on 28,588,000
ordinary shares (FY2004: 27,504,000) being the weighted average number of ordinary shares in issue during the year. 
The diluted earnings per share is based on attributable profit /(loss) for the year of £26,000 (FY2004: Loss £282,000) and on
29,150,000 shares (27,504,000) calculated as follows:
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
Basic weighted average number of ordinary shares (000’s) 28,588 27,504
Dilutive potential ordinary shares:
Share Options 562 –
29,150 27,504
10 Tangible fixed assets
The Group Fixtures & Motor Computer
Software fittings vehicles equipment Total
£’000 £’000 £’000 £’000 £’000
Cost
1 April 2004 344 297 12 529 1,182
Additions 24 – – 39 63
At 31 March 2005 368 297 12 568 1,245
Depreciation
1 April 2004 267 275 12 458 1,011
Charge for the period 36 16 – 45 97
At 31 March 2005 303 291 12 503 1,108
Net book value
31 March 2005 66 6 – 65 137
31 March 2004 78 22 – 71 171
24215 Notes  6/21/05  12:29 PM  Page 30 Focus Solutions Group plc Annual Report & Accounts 2005 31
Notes to the Accounts continued
10 Tangible fixed assets (continued)
The Company Fixtures & Motor Computer
Software fittings vehicles equipment Total
£’000 £’000 £’000 £’000 £’000
Cost
1 April 2004 –––––
Additions 2 – – 8 10
At 31 March 2005 2 – – 8 10
Depreciation
1 April 2004 –––––
Charge for the year – – – 1 1
At 31 March 2005 – – – 1 1
Net book value
31 March 2005 2 – – 7 9
31 March 2004 –––––
11 Investments
The Group
The Group owns 49% of Focus Solutions Holdings Inc, a holding company registered in Delaware USA which holds 100% of Focus
Solutions Inc, a company registered in Pennsylvania, USA formerly engaged in the provision of business solutions to the life and
pensions and long term care industry. The assets and liabilities of Focus Solutions Inc were sold last year. It is now dormant. The
investment in Focus Solutions Holdings Inc and Focus Solutions Inc has been written off and are shown as investments as the Group
has no influence over the control of the businesses. 
The shares issued as part of the initial investment consideration have been recorded at nominal value in the Company’s accounts
due to the application of Section 133 of the Companies Act 1985.
Shares Shares
The Company in Group in Group
undertakings undertakings
31 March 2005 31 March 2004
£’000 £’000
Cost and net book value 1,960 1,960
The Company directly holds more than 20% of the share capital of the following companies which are included in the consolidated
results of the Group:
Name Country of Proportion Nature of
incorporation held business
Focus Business Solutions Limited England 100% Provision of business solutions in life and pensions,
insurance and financial services markets.
Focus Software Limited England 100% Development and distribution of 
Software
Focus Holdings Limited England 100% Holding company
24215 Notes  6/21/05  12:29 PM  Page 31 32 Focus Solutions Group plc Annual Report & Accounts 2005
Notes to the Accounts continued
12 Debtors
The Group The Company
31 March 31 March
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Trade debtors 2,262 1,379 – –
Amounts due from group undertakings – – 9,160 7,881
Other debtors 108 69 39 69
Corporation tax recoverable 100 100 – –
Prepayments and accrued income 195 297 160 215
2,665 1,845 9,359 8,165
Amounts due from Group undertakings includes £4,794,350 (2004: £5,450,000) that is due in more than one year.
13 Creditors: Amounts falling due within one year
The Group The Company
31 March 31 March
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Trade creditors 576 310 240 175
Other taxation and social security costs 704 530 13 38
Amount due to Group undertakings – – – 1
Accruals and deferred income 318 491 – 64
1,598 1,331 253 278
14 Share Capital 
31 March 31 March
2005 2004
£’000 £’000
Authorised
40,000,000 ordinary shares of 10p each 4,000 4,000
Share capital as at 31 March 2004 2,851 2,567
Issued on exercise of options 8 28
Other issue of shares – 256
Allotted, issued and fully paid as at 31 March 2005
28,592,358 ordinary shares of 10p each 2,859 2,851
24215 Notes  6/21/05  12:29 PM  Page 32 Focus Solutions Group plc Annual Report & Accounts 2005 33
Notes to the Accounts continued
14 Share Capital (continued)
During the year, the Company issued 80,000 ordinary 10 pence shares in respect of share options exercised for a net consideration
of £16,000, including share premium of £8,000.
At 31 March 2005 the Company had the following outstanding share options.
Exercise price 
Number (pence) Notes Scheme Exercise period
342,000 14.586 The Unapproved Scheme 15.03.2002 – 14.03.2009
540,000 20.00 The Unapproved Scheme 20.01.2003 – 19.01.2010
165,000 89.00 A The Approved Scheme 25.07.2004 – 24.07.2011
213,500 89.00 B The EMI Scheme 25.07.2004 – 24.07.2011
15,800 89.00 The Approved Scheme 14.11.2004 – 13.11.2011
87,500 89.00 C The EMI Scheme 14.11.2004 – 13.11.2011
30,000 101.00 D The EMI Scheme 17.12.2004 – 16.12.2011
28,000 48.50 The Approved Scheme 02.05.2005 – 01.05.2012
62,000 48.50 E The EMI Scheme 02.05.2005 – 01.05.2012
127,750 25.00 The Approved Scheme 16.06.2006 – 15.06.2013
343,500 25.00 E The EMI Scheme 16.06.2006 – 15.06.2013
80,440 35.00 The Approved Scheme 06.01.2007 – 05.01.2014
40,219 35.00 E The EMI Scheme 06.01.2007 – 05.01.2014
85,714 35.00 The Approved Scheme 14.01.2007 – 13.01.2014
53,285 35.00 E The EMI Scheme 14.01.2007 – 13.01.2014
10,000 46.00 E The EMI Scheme 23.06.2007 – 22.06.2014
Since the year-end 15,126 options have lapsed.
Notes
The following options have performance conditions requiring Basic Earnings Per Share (EPS) to reach the amount stated within
5 years of grant:
Note No of options EPS (pence) Additional Performance Conditions
A 70,000 10 50% may be exercisable 3 years from the date of grant with the
remainder exercisable 4 years from the date of grant.
B 25,000 5
98,500 10 50% may be exercisable 3 years from the date of grant with the
remainder exercisable 4 years from the date of grant.
C 87,500 10
D 30,000 10
E 508,504 12
24215 Notes  6/21/05  12:29 PM  Page 33 34 Focus Solutions Group plc Annual Report & Accounts 2005
Notes to the Accounts continued
15 Share capital, reserves and reconciliation of movement in shareholders’ funds
Share Share Merger Profit and
capital premium reserve loss account Total
The Group £’000 £’000 £’000 £’000 £’000
At 1 April 2004 2,851 9,819 220 (10,721) 2,169
Share Capital issued 8 8 – – 16
Profit for the year – – – 26 26
At 31 March 2005 2,859 9,827 220 (10,695) 2,211
The Company
At 1 April 2004 2,851 9,819 – (1,361) 11,309
Share Capital issued 8 8 – – 16
Profit for the year –––––
At 31 March 2005 2,859 9,827 – (1,361) 11,325
As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the parent company is not presented as part
of these accounts. The parent company’s profit for the financial year amounted to £nil (2004: loss £44,715).
16 Cash flow statement
a.  Reconciliation of operating loss to operating cash flows
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
Operating profit/(loss) 2 (589)
Depreciation 97 109
Increase in debtors (820) (142)
Increase/(decrease) in creditors 267 (305)
Net cash outflow from operating activities (454) (927)
24215 Notes  6/21/05  12:29 PM  Page 34 Focus Solutions Group plc Annual Report & Accounts 2005 35
Notes to the Accounts continued
16 Cash flow statement (continued)
b.  Analysis of cash flows for headings netted in the cash flow
Year ended Year ended
31 March 31 March
2005 2004
£’000 £’000
Returns on investments and servicing of finance
Interest received 24 41
Interest paid – (1)
Net cash inflow 24 40
Taxation 
Corporation Tax credit received – 56
Net cash inflow – 56
Capital expenditure and financial investment
Purchase of tangible fixed assets (63) (56)
Net cash outflow (63) (56)
Management of liquid resources
Decrease in cash on money market deposit 250 406
Net cash inflow 250 406
Financing
Issue of ordinary share capital 16 676
Net cash inflow from financing 16 676
c.  Analysis of net funds
1 April Cash 31 March
2004 Movement 2005
£’000 £’000 £’000
Cash at bank and in hand 1,234 (227) 1,007
Money Market Deposits 250 (250) –
Total 1,484 (477) 1,007
24215 Notes  6/21/05  12:29 PM  Page 35 36 Focus Solutions Group plc Annual Report & Accounts 2005
Notes to the Accounts continued
17 Commitments under operating leases
At 31 March 2005, annual commitments under non-cancellable operating leases were as follows:
The Group The Company
31 March 31 March 31 March 31 March
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Land and buildings:
expiring between 2 and 5 years 231 231 231 231
Other:
expiring within one year 21 47 18 5
expiring between 2 and 5 years 62 39 20 16
314 317 269 252
18 Pension commitments
The Group has defined contribution pension schemes for certain directors and employees. The assets of the schemes are 
held separately from those of the Group in independently administered funds. Total contributions in the statutory period to 
31 March 2005, amounted to £260,216 (2004: £209,499). As at 31 March 2005, contributions amounting to £2,252 (2004: £15,717) 
had been prepaid.
19 Financial instruments
The disclosures required by FRS 13 in relation to the nature of any financial instruments used during the year to mitigate interest
rate, liquidity and foreign currency risks are shown in the Directors Report under the heading “Financial Instruments” . 
Short-term debtors and creditors
Short-term debtors and creditors have been excluded from the following disclosures (except those relating to borrowings and
foreign exchange).
At 31 March 2005 £nil (2004: £250,000) surplus cash was invested in money market deposits.
Interest rate risk of financial assets
Undrawn facilities
As at 31 March 2005, the Group had a £350,000 undrawn overdraft facility. The facility is renewable annually and incurs interest 
at a rate of 3% above HSBC’s base rate.
Fair value of financial assets and liabilities
The book value of financial instruments held or issued to finance the Group’s operations approximate to the fair value of those
instruments in the current or prior year, because of their short maturities.
Foreign exchange 
In the year ended 31 March 2005, a loss as a result of currency movements of £222 (2004: £3,138 gain) was made. Of this amount 
£nil loss (2004: £486 profit) related to the Dollar bank account and £222 loss (2004: £2,652 profit) related to the sales of goods 
and services.
24215 Notes  6/21/05  12:29 PM  Page 36
All financial assets earn interest at floating rates based on LIBOR. Total financial assets are £1,006,751 (2004: £1,483,870).