Annual Report & Accounts 2009
Driver Group plc
Registered Office:
Driver House
4 St. Crispin Way
Haslingden
Rossendale
Lancashire
BB4 4PW
Tel: +44 (0)1706 223 999
Fax: +44 (0)1706 219 917
E-mail: info@drivergroupplc.com
www.drivergroupplc.com
DriverGroupplc AnnualReport&Accounts2009
61892_OCTOPUS_Driver Group_cover.pdf   1 61892_OCTOPUS_Driver Group_cover.pdf   1 28/01/2010   11:06 28/01/2010   11:06 Designed by www.octopusdesigngroup.com
01 Contents
02 Highlights
03 Driver Group plc
05 Chairman’s Statement
07 Chief Executive’s Report
09 Finance Director’s Review
11 Directors
13 Company Secretary and Advisers
14 Report of the Directors  
16 Corporate Governance
17 Directors’ Remuneration Report
18 Statement of Directors’ Responsibilities
19 Report of the Independent Auditors
21 Consolidated Income Statement
22 Consolidated Balance Sheet
23 Consolidated Cash Flow Statement
24 Consolidated Statement of Changes in Equity
25 Summary of Significant Accounting Policies
29 Notes to the Financial Statements
48 Driver Group plc (Company) Balance Sheet
49 Summary of Significant Accounting Policies - Company
50 Notes to the Financial Statements - Company
57 Annual General Meeting Notes and Explanations
58 Notice of Annual General Meeting 
61892_OCTOPUS_Driver Group_cover.pdf   2 61892_OCTOPUS_Driver Group_cover.pdf   2 28/01/2010   11:06 28/01/2010   11:06  Creditable trading figures in very difficult economic environment
 Revenues increased by 13% to £20.5m (2008: £18.2m)
 Strong overseas growth; Middle East revenues up 85% to £5.75m
(2008: £3.10m)
 Difficult UK markets, particularly in northern region
 Underlying* profit before tax of £1.11m (2008: £2.08m)
Reported profit before tax of £1.05m (£1.98m)
 Middle East segmental profits up by 80% to £0.97m (2008: £0.54m)
 Underlying* earnings per share of 3.4p (2008: 6.3p)
Reported earnings per share of 3.2p (2008: 5.8p)
 Strong operating cash flow performance 
 Strong balance sheet with net borrowings of just £0.2m (2008: £0.2m)
 Final dividend of 1.00p per share proposed (2008: 2.00p) taking total 
to 2.00p (2008: 2.95p)
 Significant operational changes implemented in Q4 – as part of three
year growth plan
 Further revenue investment of c£1m planned in current financial 
year to support new growth plan and in particular the development 
of overseas business
 Current financial year viewed as year of strategic investment with
benefits to flow through in the following year and beyond
* underlying figures are stated before the share-based payment charge
Turnover from 
continuing operations
£7.4m
2004 2005 2006 2007 2008 2009
£8.0m
£9.1m
£12.7m
£18.2m
£20.5m
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
02 HIGHLIGHTS
59930_DRIVER_REPORT 1-60_mk2.pdf   1 59930_DRIVER_REPORT 1-60_mk2.pdf   1 28/01/2010   11:06 28/01/2010   11:06 DRIVER CONSULT COMMERCIAL MANAGEMENT CONSULTANTS (‘CMC’)
Driver Consult is a market leader in the provision
of consultancy services to the construction and
engineering industries and those that provide their
own services in these markets. The intellectual
expertise is achieved through highly respected
construction contract consultants, quantity surveyors
and planners, many of whom are dual qualified
legally and technically. Driver Consult operate
through the complete life cycle of construction and
engineering projects, from feasibility stage,
tendering, contract formation, administration of 
the projects and settlement of final accounts and
disputes. Key service provisions are quantity
surveying, planning / programming, quantum and
planning experts, dispute avoidance / resolution,
litigation support, contract administration and
commercial advice / management.
Services in the UK are provided through a network of
eight offices. The Middle East is serviced from offices
in Abu Dhabi, Dubai and Oman. In addition, other
overseas work including work in Europe, the Americas
and the Far East is serviced from the UK offices.
The business counts leading construction firms and
blue chip employers as its main clientele with 
further instructions coming from renowned solicitors
and barristers.
CMC, which was acquired during 2008, is
complementary to Driver Consult. It provides
site-based project consultancy services, primarily
quantity surveying and planning consultants, to
construction and engineering projects throughout 
the UK. CMC’s services are provided through 
its four regional offices. CMC’s client base 
comprises both large UK contractors and other
blue chip organisations.
Driver Group plc comprises the following principal businesses:
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
DRIVER GROUP plc 03
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dispute avoidance / resolution, quantity 
surveying, commercial, contractual
and programming services to the 
construction and engineering industries
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
04
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Against a very challenging trading backdrop,
especially in the second half of the year, I am
pleased to report that Driver Group generated 
a pre-tax profit of £1.1m on sales of £20.5m.
While conditions in our core UK market were
generally very difficult, especially in the north 
of England, we saw continuing strong growth 
in our overseas business. In total, sales from
our Middle East business rose by 85% and
accounted for approximately 28% (2008: 17%) 
of the Group’s revenue for the year . In more
challenging markets, the Group benefited from
its breadth of service offering and an area of
focus for us was the growth of our expert
witness services both in the UK and Middle East.
In August, we were pleased to announce
significant changes to the Group’s operational
structure as well as changes to the Board.
These changes took effect after the year end, 
on 1 October 2009, and are part of our plans to
develop the business for growth over the next
three years. 
FINANCIAL RESULTS
Revenue over the twelve months to 
30 September 2009 increased by 13% to £20.5m
(2008: £18.2m). Underlying* profit before
taxation fell by £0.97m to £1.11m from £2.08m
in 2008. This is stated after the impact of a
charge of £0.3m for bad and doubtful debts
(2008: £0.1m) and one-off costs relating to 
cost base reductions amounting to £0.2m 
(2008: nil). After deducting the IFRS 2 charge 
for share-based payments which totalled
£59,000 (2008: £97,000), reported profit before
tax was £1.05m (2008: £1.98m).
Underlying* earnings per share were 3.4 pence
(2008: 6.3 pence). After deducting the share
based payments charge, reported earnings per
share were 3.2 pence (2008: 5.8 pence).
Cash generation remained healthy with net 
cash inflow from operating activities of £1.09m
(2008: £1.39m). The Group’s net borrowing
position at the end of the year stood at £0.2m,
largely unchanged from the prior year position
(30 September 2008: net borrowings of £0.2m)
and an improvement on the net borrowing
position on 31 March 2009 of £0.93m. 
DIVIDEND
The Board is pleased to recommend the
payment of a final dividend of 1.00p per share
(2008: 2.00p per share). This makes a total
dividend for the year of 2.00p (2008: 2.95p). 
The final dividend will be paid on 18 March to
shareholders on the register at the close of
business on 26 February. 
TRADING OVERVIEW
The trading environment during the financial
year has been very challenging reflecting the
wider economic conditions.
Trading by Driver Consult in the UK, which
accounted for approximately 53% of Group
revenues, was mixed. Our London office and 
the Southern regions performed in line with
management expectations, supported by 
growth in expert services work. By contrast, 
the performance of the northern region was
significantly below management projections 
due to the weakness of the regional
construction market, although we did see
growth in the provision of services to financial
institutions involved with distressed or 
insolvent businesses.
The Group is continuing to expand strongly
overseas, especially in the Middle East, which
was the main focus of our international push.
Revenues from the Middle East accounted for
28% of the Group’s total and showed year on
year growth of 85%, from £3.1m to £5.8m, with
segmental profits increasing by 80%. Although
the construction industry in Dubai has been
severely affected by the global recession, 
the expansion of our activities in Oman and 
Abu Dhabi more than offset the impact and 
we benefited, in particular, from increases in
expert witness services. While we experienced
some delays in the commencement of expected
contracts in the second half, prospects for
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
*underlying figures 
are stated before 
the share-based 
payment charge 
CHAIRMAN’S STATEMENT 05
Revenues from the Middle East showed year on
year growth of 85% from £3.1m to £5.8m with
segmental profits increasing by 80% 
Steve Driver Executive Chairman
“
”
59930_DRIVER_REPORT 1-60_mk2.pdf   4 59930_DRIVER_REPORT 1-60_mk2.pdf   4 28/01/2010   11:06 28/01/2010   11:06 continuing growth in the region remain very
good. Government spend on infrastructure
projects and public works remains at very 
high levels.
Commercial Management Consultants (“CMC”),
which we acquired in February 2008, performed
well, helped by its focus on providing project
services to substantial infrastructure projects 
in the South of England.
BOARD AND OPERATIONAL CHANGES
A number of changes to the structure of both
the Group and the Board took effect on 
1 October 2009. At Board level, Mike Davis
retired as Chairman while continuing as a 
Non-Executive Director and retaining
responsibility as Chairman of the Audit and
Remuneration Committees. Mike had been
Chairman since he joined the Board in October
2005 and helped to steer the business through
its AIM flotation. I would like to thank Mike
personally for his leadership of the Board over
these four years. In taking up the position of
Executive Chairman, I was delighted to hand
over the position of Chief Executive Officer to
Dave Webster, previously Chief Operating
Officer . Dave has been instrumental in the
Group’s successful development to date, having
joined the business in 2000. 
We also made important changes to the Group’s
operational structure and reporting lines,
creating five new business units. These new
business units comprise Middle East,
International, Expert Services, Consultancy
Services (UK) and Project Services. Each unit is
led by a highly experienced managing director
and all have been involved with the
development of Driver over a number of years.
This restructuring is part of our plan to position
the Group for growth over the next three years.
We will be making further investment in the
senior management team over the coming year
in order to support the development of our
international operations. 
OUTLOOK
While conditions are tougher, we believe that
there are interesting growth opportunities
available to us over the next three years. The
organisational restructuring which we have put
in place is the first step in developing these
opportunities. Building on our growing presence
in the Middle East, we see scope to deliver 
our expert services, consultancy and project
services offering in new territories in the 
Middle East as well as in other geographic
markets, including Africa, the Far East and 
Asia. The client relationships we have with
international contracting and engineering
companies will assist this process. Over the
course of the current financial year, we expect
to invest c£1m in our expansion strategy,
including the recruitment of key personnel for
new market sectors. The Board therefore views
the current financial year as a year of strategic
investment, with the attendant beneficial effect
on revenues and profitability coming through in
the next financial year and beyond. With these
strategic initiatives in place we believe that the
Group is positioned to deliver a strong
performance in the coming years.
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
06
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The year has proven to be a testing period as
the impact of the global economic downturn
was felt across the construction and engineering
industries. The impact for us was most evident
in the UK and Dubai, where live construction
and engineering projects declined significantly.
Against that, we continued to experience strong
growth in the Middle East overall, especially in
Oman. Revenues from the Middle East
increased by 85% year on year and the growth
in our overseas business over the last two years
now means that our foreign earnings contribute
a significant proportion of the Group’s overall
profits. Our focus on developing our expert
witness and litigation support services across
all our geographic operations has been
successful and we expect this work to continue
to increase over the coming year . 
DRIVER CONSULT
Driver Consult is the principle trading
subsidiary of the Group and provides dispute
resolution and commercial management
services to the construction and engineering
industry in the UK, Middle East and
Internationally. The results for the subsidiary
are reported in two segments: Driver Consult
UK, which includes domestic and international
operations which are serviced from the UK, 
and Driver Consult Middle East. 
During the year, there was a significant decline
in the UK and Dubai commercial building
sectors and our services to live projects in these 
sectors reduced accordingly. In reacting to
changing market conditions, a major aim has
been to refocus our capability and resources on
the wider international market and to expand
our expert services offering. We have started to
see the benefits of this refocusing, which has
helped to offset the decline in the broader UK
market. Our operations in the Middle East,
excluding Dubai, grew strongly over the year,
particularly in Oman where we also started to
widen our service offering.
UK
Our UK offices are grouped into the three
regions, Northern, Midlands & South-West, 
and London & South-East. 
Revenue in the London & South-East region
increased by 6% in the year . This region is the
primary home of our expert witness services
and our revenue growth reflected our efforts 
to increase our share of the expert witness
marketplace. We continue to project growth in
London and, in order to accommodate this, moved
our London operations into larger premises.
The Northern and Midlands & South-West
regions experienced a 22% decline in revenue
following the downturn of work in the
construction and engineering industries during
the year . We have positioned our operations in
these regions to focus on the power, energy and
utility sectors but are currently not projecting
significant recovery during the course of the
current financial year to 30 September 2010.  
Our Corporate Services business is accounted
for within the Northern region. This division
provides services to the banking, accountancy
and insolvency sectors and, as would be
expected in the current environment, revenues
from Corporate Services increased over 
the year . The major part of our work was
undertaken for Administrators managing the
administration of construction companies. 
We anticipate continuing growth from Corporate
Services during the coming year and expect to
add fee-earning resource to support this. 
The business is also well positioned for due
diligence and project monitoring work for 
banks and other lenders when the construction
market recovers.
International (reported within the UK segment)
During the year, this business area generated
revenue of £1.8m at a 21% margin. We view the
wider international arena, outside our existing
operations in the Middle East, as offering
excellent potential for expansion and have
started to position Driver Consult accordingly,
leveraging our existing client relationships. 
CHIEF EXECUTIVE’S REPORT
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
07
The year has proven to be a testing period 
as the impact of the global economic 
downturn was felt across the construction 
and engineering industries
Dave Webster Chief Executive Officer
“
”
59930_DRIVER_REPORT 1-60_mk2.pdf   6 59930_DRIVER_REPORT 1-60_mk2.pdf   6 28/01/2010   11:06 28/01/2010   11:06 We are investing in senior managers to develop
such markets as Africa, the Far East and Asia,
and looking further into the future, South
America. We also see the larger international
projects as a source for providing services 
wider than our current offering and we are
looking to secure work of a more strategic
consultancy nature; to this end we will invest 
in a senior manager with experience and
contacts in this area.
Middle East
Revenues from the Middle East increased by
85% and segmental profits rose by 80% and 
the region now represents a material and
growing revenue stream. The services we
provide in the region are wider than those 
we currently provide in the UK. They cover
contract document preparation, employer’s
representative roles and contract administration
as well as the claims, dispute and expert
witness services traditionally provided in the
UK. The success of these wider services has
prompted plans to widen the service offering
across the whole Group in future years.
The media has reported widely on the turbulent
market in Dubai and our experience over the
period reflected this, with all our appointments
on live project services terminated during late
2008 and early 2009. However, our live project
services work in Abu Dhabi was not affected 
and during the remainder of the year the 
Dubai market saw an increase in demand for 
our dispute resolution services. Our business 
in the United Arab Emirates as a whole
therefore experienced an increase in revenue 
of 17% in the year .
Our Oman business has continued to grow
significantly in the year with revenue increasing
four fold, from £0.8m to £3m, and segmental
profits rising five-fold from £0.2m to £1m. 
In fact, revenue and profit would have been
higher had a major dispute, on which we were
providing expert services, not settled earlier
than expected, in June 2009. Our primary
clients are the Omani government, where we
work for several governmental ministries, 
and major contracting organisations. The
performance of this office is particularly
pleasing given that it was only opened in the
previous financial year . 
COMMERCIAL MANAGEMENT 
CONSULTANTS (“CMC”)
The integration of CMC has been successful and
the business delivered its first full year trading
contribution since its acquisition in February
2008. During the year, we merged CMC’s
Dartford office with the Group’s London office
resulting in reduced overheads. This completed
the office merger programme, which
commenced the previous year when CMC’s
Glasgow and Manchester offices were merged
with existing Group offices.
While CMC has been affected by the decline in
the live project market in the UK, its focus on
larger infrastructure projects around London
and the South East has largely insulated the
business from much of the impact. Revenue 
and profits have been maintained at full year
underlying levels similar to the previous year . 
We see opportunities to expand the business into
the industrial and process plant maintenance
sectors and to widen the services CMC offers to
include project planning. We also have plans to
develop CMC in Europe using our contacts
established in our Driver Consult International
Operations and a new Managing Director has
been identified to deliver this strategy. 
OUTLOOK
We do not anticipate any overall growth in the
UK market in the near term. Although it is
expected that our expert witness and litigation
support services will grow, this is unlikely to
offset the continued decline in the services 
we offer to the live construction and
engineering sectors.
The Middle East region is set to continue to
grow and we are looking at opportunities 
to develop into other countries in the region
adopting the successful model in place in 
Oman. We will also seek to expand our staff
levels providing dispute resolution and expert
witness services in the region.
Our longer term plans are to position the 
Group as a global construction management
consultant and over the course of this coming
year, we will continue to implement our
initiatives to position ourselves for these longer
term aims as well as ensure that the Group is
best able to face the challenges in the current
economic climate, particularly in the UK and
Europe. In focusing on overseas expansion, we
expect to be active in Europe, Middle East and
Africa during the coming year and are seeking 
a point of entry into the Far East and Asia. We
will also be investing in senior managers with a
track record of providing the wider consultancy
services we seek to offer .
We have planned for an additional £1m of
revenue investment in excess of our usual
budget levels for business development, and
anticipate that our track record to-date of
successfully expanding the Group will hold us in
good stead for this future development. These
plans are set out over a three year period and we
look forward to reporting on the successful
progress towards this aim during the coming year .
08
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   7 59930_DRIVER_REPORT 1-60_mk2.pdf   7 28/01/2010   11:06 28/01/2010   11:06 RESULTS
Revenue increased by 13% to £20.5m 
(2008: £18.2m). This included the full year
benefit from Commercial Management
Consultants Ltd (“CMC”) which was acquired 
on 29th February 2008. The Chief Executive’s
report describes the business segmental
performance in more detail.
Underlying* operating profit for the year ending
30 September 2009, fell by 47% to £1.13m
(2008: £2.13m). Reported operating profit
decreased by £0.96m to £1.07m (2008: £2.03m).
As a result of the downturn in the domestic
construction market the Driver Consult UK
business segment revenue reduced by £2.12m
to £10.82m and profits also fell, by £1.53m to
£1.45m. The Middle East business generated
revenue growth of £2.64m, increasing revenue
to £5.75m (2008: £3.11m) and profits increased
by £0.43m to £0.97m (2008: £0.54m) with
operating margin largely unchanged. CMC
revenue increased by £1.84m to £4.36m 
(2008: £2.52m) and profits increased by £0.07m
to £0.42m (2008: £0.35m), and benefited from 
a full year contribution from the business,
contrasting with seven months contribution 
in 2008. With a continued focus on cost
management, unallocated corporate costs were
marginally lower than the prior year at £1.72m
(2008: £1.75m), reflecting careful management
of central and unallocated spend.
The Group had to increase its provision against
bad and doubtful debts from £0.1m at 
30th September 2008 to £0.3m at the year 
end, a consequence of an increase in clients
becoming insolvent due to the weaker economic
conditions in the UK construction industry. 
A further consequence of the economic
downturn has been a necessity to rationalise
staff numbers across the Group at a total cost
during the year of £0.2m (2008: nil).
The net interest charge fell by £31,000 to
£17,000, reflecting both good cash management
as well as the lower interest rate environment. 
The Company aims to incentivise key
management through the use of share options.
The IFRS2 (share-based payment) charge for
these totalled £59,000 (2008: £97,000). The
reduction in the charge reflects the saving on
the cumulative cost of share based payments
following the redundancies.
Underlying* profit before tax was £1.11m 
(2008: £2.08m). Reported profit before tax was
£1.05m (2008: £1.98m). 
TAXATION
The Company’s taxation charge was £0.28m
(2008: £0.57m). The effective tax rate was 
26% (2008: 29%). The current year tax charge
includes the benefit of a lower tax rate on
Omani profits, but is partly offset by an 
increase in disallowable costs in the UK. 
EARNINGS PER SHARE
Underlying* basic earnings per share (“EPS”)
was 3.4 pence (2008: 6.3 pence), a reduction of
46%. Basic EPS was 3.2 pence (2008: 5.8 pence). 
CASH FLOW
Despite the lower profit, cash generation
remained healthy with net cash inflow from
operating activities of £1.09m (2008: £1.39m).
Tight management of debtors remains key 
to the Group, and overdue debtors in excess 
of 30 days overdue fell 20% to £0.20m 
(2008: £0.25m). With both the benefit of
continued good management of debtors
together with the reduction in revenue, 
absolute levels of debtors have fallen over 
the year contributing £0.26m to cash flow 
(2008: outflow of £0.88m). 
Other major cash movements in the year
included spend on capital items of £0.33m
(2008: £0.11m) and dividends paid in the year 
of £0.74m (2008: £0.69m). 
The Company’s net borrowings position at 
the end of the year was largely unchanged 
from the prior year with net borrowings of
£0.16m (2008: net borrowings of £0.17m).
09 FINANCE DIRECTOR’S REVIEW
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
*Underlying figures 
are stated before the 
IFRS 2 share-based 
payment charge.
Cash generation remained healthy with 
net cash inflow from operating activities 
of £1.09m
Colin White Finance Director
“
”
59930_DRIVER_REPORT 1-60_mk2.pdf   8 59930_DRIVER_REPORT 1-60_mk2.pdf   8 28/01/2010   11:06 28/01/2010   11:06 PRINCIPAL RISKS AND UNCERTAINTIES
There are a variety of business risks which can
affect international consultancy businesses like
Driver’s and these are considered in the
sections outlined below.
The impact of the downturn in the UK and global
economy on the business is considered in the
Chairman’s and Chief Executive’s reports.
CREDIT RISK
The company’s credit risk is primarily
attributable to its trade debtors. Credit risk is
managed by running credit checks on new
customers and by monitoring payments 
against contractual terms. There is a clear
internal process for elevating potential
problems in recovering debts such that prompt
action is taken to recover debts at the earliest
possible point.
LIQUIDITY
The Company monitors cash flow as part of 
its day to day control procedures. The Board
reviews cash flow projections and ensures 
that appropriate facilities are available to be
drawn upon as necessary. At the year end, 
the Company’s borrowing facilities were: an
overdraft facility renewable annually of £1.95m,
and a committed four year loan of £1.83m,
which is not repayable before 27 February 2012.
The unutilised portion of the Company’s
borrowing facilities as at 30 September 2009
totalled £3.2m. The Company’s borrowings 
with the bank are secured by means of
debentures over the Company’s assets and a
legal charge over the land and buildings at
Haslingden and Edinburgh.
TREASURY POLICIES AND FOREIGN 
EXCHANGE MANAGEMENT
Treasury operations are managed centrally and
operate so as to reduce financial risk, ensure
sufficient liquidity is available to the Company’s
operations and invest surplus cash. Corporate
Treasury does not operate as a profit centre and
does not take speculative positions. 
The Company regularly invoices in Euros for
work performed in Europe as well as receiving
foreign currency income in UAE Dirhams
(“AED”) and Omani Rials (“OMR”) from its
Middle East businesses. The Company is
therefore exposed to movements in these
currencies relative to Sterling. AED and OMR
are currently linked to the US Dollar . Foreign
currency balances in excess of forecast
amounts required to fund projected outgoings
have been converted during the year at spot
rate. Euro exposure is managed through the use
of a foreign currency overdraft facility, which is
used to match up to 75% of the value of the
Euro debtor balance against Euro borrowings.
The net value of AED and OMR exposure is
managed using foreign currency hedge
contracts to provide a targeted level of cover 
of between 50% and 75% of the net exposure.
This policy is regularly reviewed by the Board.
There were no hedging instruments outstanding
at the year end.
As a consequence of the increase in overseas
earnings, both those generated in the Middle
East as well as Euro earnings generated in the
UK, the Group’s net income and its equity is
exposed to movements in the value of Sterling
relative to the Euro and to the US Dollar . 
The estimated impact of movements in the
Sterling exchange rate on profits and equity 
are summarised in note 19 to the Financial
Statements. Based on this table, a 20%
strengthening in Sterling against the US Dollar
will reduce Group profits by c£0.3m and a 20%
strengthening in Sterling against the Euro will
reduce profits by c£0.2m. Correspondingly a
weakening in Sterling will improve profits on
translation. As non-Sterling earnings increase
so the exposure of the Group’s Income
Statement and Equity to movements in Sterling
will increase as well.
CONTINGENCIES AND LEGAL PROCEEDINGS
RISK MANAGEMENT
The Company monitors all material contingent
liabilities, through a process of consultation and
evaluation which includes senior management
and internal and external advisors. This 
process results in an evaluation of potential
exposure and provisions are made or adjusted 
accordingly by reference to accounting
principles. No contingent liabilities have been
recognised at the year end. 
HEALTH AND SAFETY 
Driver is committed to ensuring the health and
safety of its employees in the work place and
where possible implementing health and 
safety policy improvements. Driver continues 
to invest in the training and development of 
safe working practices. The Company 
measures its health and safety policies 
through three metrics: lost time due to
accidents, lost time days, and reportable
accidents. There was one reportable accident
during the year . The Company’s goal is to
achieve a zero objective.
10
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   9 59930_DRIVER_REPORT 1-60_mk2.pdf   9 28/01/2010   11:06 28/01/2010   11:06 Stephen Driver (aged 46)
Executive Chairman
Stephen has over 27 years’ experience in the
construction industry working both for
contractors and in private practice.
After training as a quantity surveyor, initially
with a national civil engineering contractor,
Stephen subsequently worked for a number of
national building contractors. He subsequently
moved into private practice at BWS
International and became Managing Director of
BWS International in 1998 and of the Group in
2001. Since becoming Managing Director,
Stephen has overseen a number of major
developments including the incorporation of the
partnership through to the formation of Driver
Group, the demerger of BWS International, the
reorganisation of the business to focus on
regional and local office performance, the 
opening of offices in the UAE, Scotland and
Bristol. Most recently he led the successful
Admission of the Driver Group shares on AIM in
October 2005 at which time he was appointed CEO. 
In 2008 Stephen concluded the acquisition 
of CMC and integrated them successfully into
the Group. On 1 October 2009 Stephen took up
the position of Executive Chairman of the 
Driver Group. 
Stephen has a Masters degree in construction
law and arbitration from Kings College, London.
He is a Fellow of the Royal Institution of
Chartered Surveyors, the Chartered Institute 
of Arbitrators and the Chartered Institution of
Civil Engineering Surveyors and a Member of
the Cost Engineers and Academy of Experts.
11 DIRECTORS
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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Chief Executive Officer
David has over 26 years’ experience in the
construction industry, initially training as a
quantity surveyor with a pipeline, tunnelling and
civil engineering contractor . He worked with
various contractors before moving into private
practice in 2000. David was appointed to the
board of Driver Consult in 2002 and Driver
Group in 2004 and was made Managing Director
of Driver Consult in 2006. David was appointed
Chief Operating Officer on 1 October 2008 and
appointed CEO on 1 October 2009. He is one of
the team that successfully led the Company to
Admission on AIM in October 2005. Since then
he has been heavily involved in the ongoing
success of the Group.
David has a Masters degree in construction law
and arbitration. He is a Fellow of the Royal
Institution of Chartered Surveyors and the
Chartered Institution of Civil Engineering
Surveyors and a Member of the Academy of
Experts and Expert Witness Institute.
Bob Parfitt (aged 54)
Executive Director 
Bob trained as a quantity surveyor within 
the Civil Engineering division of John Laing
Construction. He remained with them for over
13 years including a secondment to Saudi
Arabia. After spending a further 8 years
working for a major Civil Engineering contractor
he moved out of contracting by joining
Commercial Management Consultants Ltd,
(CMC) a chartered QS practice specialising in
commercial support to contractors.
He initiated CMC’s expansion into the overseas
market by securing and managing overseas
assignments in America, the Caribbean, Hong
Kong, Kuala Lumpur, Dubai, Egypt, India,
Turkey and France in addition to managing a
region in the UK.
Bob was appointed Managing Director 
of CMC during 2003 and has since then 
presided over a significant growth in turnover,
profitability and the development of new areas
of work. In conjunction with his role as MD, Bob
undertakes high profile assignments for long 
standing clients of CMC.
As a result of the integration of CMC into 
Driver Group on 1 March 2008, Bob joined 
the Group Board as an Executive Director . 
On 1 October 2009 Bob was appointed to 
the new position of Group Business
Development Director .
Colin White (aged 47)
Finance Director 
A Chartered Accountant with over 22 years’
experience. Colin joined the Driver Group in
2007 as Group Finance Director, having
previously been Group Finance Director for
Scapa Group plc the AIM quoted global supplier
of technical tapes and cable compounds, 
which he joined in 2001. Between 1991 and
2001, Colin held a number of senior financial
and management roles at subsidiaries of 
TI Group plc, the specialised engineering group
which was acquired by Smiths Industries plc in
2000. Latterly at TI Group, he was Finance
Director of Dowty Aerospace Division.
Michael Davis CA (aged 64)
Senior non-executive Director
Michael is a chartered accountant and spent 
33 years in the profession principally with
Arthur Young/Ernst &Young. 
During his 15 years as a partner he specialised
in corporate finance, including PFI, and latterly
was managing partner of the firm’s Liverpool
office. On leaving the firm he has spent the last
12 years as a non-executive Chairman/Director
of companies in sectors including
financial/professional services and media. 
He is also deputy Chairman of the North West’s
film and TV agency. He is one of the team that
successfully led the Company to Admission on
AIM in October 2005 and its continued success.
Keith Kirkwood (aged 54)
Non-executive Director
Keith joined the Group Board on 1 October 
2006. He is a chartered quantity surveyor with
over 31 years' experience in both the general
construction industry and in the specialist area
of dispute resolution.
Until 2006 Keith was Group Chief Executive of
Schofield Lothian Group, the construction,
engineering and infrastructure management
consultancy which he founded in 1986. Under
his leadership, the business was successfully
developed into an international operation and
sold to Accord plc in 2002.
Keith is a qualified mediator, arbitrator and
negotiator and a Fellow of the Royal Institution
of Chartered Surveyors, the Chartered Institute
of Arbitrators, the Chartered Institution of Civil
Engineering Surveyors and the Institute of
Directors as well as a Member of Council for the
Society of Construction Law. 
12
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   11 59930_DRIVER_REPORT 1-60_mk2.pdf   11 28/01/2010   11:06 28/01/2010   11:06 13 COMPANY SECRETARY AND ADVISERS
COMPANY SECRETARY
Thomas Ferns
REGISTERED OFFICE
Driver House
4 St. Crispin Way, Haslingden
Rossendale, Lancashire  BB4 4PW
Tel : +44 (0)1706 223 999
Fax : +44 (0)1706 219 917
Email: info@drivergroupplc.com
Website: www.drivergroupplc.com
REGISTERED NUMBER
3475146 
AUDITORS
BDO LLP
3 Hardman Street, Spinningfields
Manchester  M3 3AT
BANKERS
The Royal Bank of Scotland plc
Fifth Floor, 1 Spinningfields Square
Manchester  M3 3AP
SOLICITORS
Rosenblatt Solicitors
9-13 St. Andrew Street
London  EC4A 3AF
NOMINATED ADVISERS
Zeus Capital Limited
3 Ralli Courts, New Bailey Street
Salford  M3 5FT
BROKERS
W H Ireland Limited
Zurich House, Canal Wharf, Leeds
West Yorkshire  LS11 5DB
REGISTRARS
Neville Registrars Limited
Neville House, 18 Laurel Lane
Halesowen  B63 3DA
PR ADVISERS
Biddicks
Mercury House, Triton Court
14-18 Finsbury Square
London  EC2A 1BR
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   12 59930_DRIVER_REPORT 1-60_mk2.pdf   12 28/01/2010   11:06 28/01/2010   11:06 The Directors present their Report and the Consolidated
Financial Statements of Driver Group plc and its 
subsidiary companies (“The Group”) for the year ended 
30 September 2009. 
PRINCIPAL ACTIVITY
The principal activity of the Group in the year under review
and the previous year was the provision of specialist
commercial and dispute resolution services to the
construction industry.
REVIEW OF BUSINESS
The results for the year and financial position of the
Company and the Group are as shown in the annexed
Financial Statements. The information that fulfils the
requirements of the Enhanced Business Review can be
found in the Summary of the business, Chairman’s
Statement, Chief Executive’s Report and Finance 
Director’s Review and includes reference to key
performance indicators. 
DIVIDENDS
The Directors have proposed a final dividend in respect 
of the current financial year of 1.00p per share 
(2008: 2.00p per share) payable to all shareholders other
than the Driver Group Employee Benefit Trust. This has 
not been accounted for as it was not approved before the
year end. The total cost of this proposed dividend will be
£247,000 (2008: £494,000) which will be approved at the
Annual General Meeting on 24 February 2010.
Dividends paid during the year comprise a final dividend of
2.00p per share (total cost of £494,000) in respect of the
previous year ended 30 September 2008, together with an
interim dividend in respect of the year ended 30 September
2009 of 1.00p per share (total cost of £246,000). 
GOING CONCERN
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future.
For this reason they have adopted the going concern basis
in preparing the Financial Statements.  
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risks and uncertainties affecting the business
are outlined in the Finance Director’s Review.
FINANCIAL RISK MANAGEMENT
The financial risk management objectives and policies of
the Group including the policy for hedging foreign currency
risk, are outlined in the Finance Director’s Review.
DIRECTORS
The Directors during the year under review were:
S Driver
C M White
D J Webster
M I Davis
K Kirkwood
R J Parfitt
The beneficial interests of the Directors holding office at
the end of the financial year in the issued share capital of
the Company were as follows:  
30 September 2009 30 September 2008
Ordinary 0.4p shares Ordinary 0.4p shares
S Driver 3,778,720 3,771,720
C M White 10,000 10,000
D J Webster 1,502,088 1,502,088
M I Davis 7,000 7,000
R J Parfitt 231,429 231,429
Throughout the year Mr Webster held share options to
purchase 275,000 ordinary shares exercisable at 73.5p per
share by 27 June 2016 and Mr White held share options to
purchase 100,000 ordinary shares exercisable at 81.9p per
share by 3 March 2018.
The Company has established an Employee Benefit Trust in
which all the employees of the Group, including Executive
Directors, are potential beneficiaries. At 30 September
2009, the Trust owned 1,700,645 shares which it acquired at
an average of 73p per share.  
CHARITABLE AND POLITICAL DONATIONS
During the year under review, the Group made charitable
donations amounting to £2,863 (2008: £773). It is the
Group’s policy not to make political donations. 
CREDITOR PAYMENT POLICY
The Group agrees terms and conditions with suppliers
before business takes place. The Group’s policy and
practice is to pay agreed invoices in accordance with the
terms of payment. At the year end the amounts owed to
trade creditors were equivalent to 41 days (2008: 40 days)
of purchases from suppliers.
14 REPORT OF THE DIRECTORS
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
For the year ended 30 September 2009
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The Directors who held office at the date of approval of this
Report of the Directors confirm that, so far as they are each
aware, there is no relevant audit information of which the
Company’s auditors are unaware, and each Director has
taken all the steps that he ought to have taken as a Director
to make himself aware of any relevant audit information
and to establish that the Company’s auditors are aware of
that information.
DIRECTORS’ INDEMNITY COVER
All Directors benefit from qualifying third party indemnity
provisions in place during the financial year and at the date
of this report.
AUDITORS
BDO LLP are willing to continue in office and a 
resolution proposing their re-appointment as auditors 
of the Company and authorising the Directors to fix their
remuneration will be put to the shareholders at the 
Annual General Meeting.  
On behalf of the Board:
Colin White
Finance Director 
18 January 2010 
15 REPORT OF THE DIRECTORS continued
For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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required to comply with the provisions of the Combined
Code (“the Code") and this is not a statement of compliance
as required by the Code, the Board of Directors recognises
the importance of, and is committed to, ensuring that
effective corporate governance procedures relevant to
smaller listed companies are in place.
THE BOARD AND COMMITTEES
During the financial year to 30 September 2009 the Board
comprised four Executive Directors, Stephen Driver, 
David Webster, Colin White and Robert Parfitt and two 
Non-Executive Directors, Keith Kirkwood and 
Michael Davis (Chairman). 
The Board, which meets at least six times a year, is
responsible for the overall strategy and financial
performance of the Group. Each Board meeting is preceded
by a clear agenda and any relevant information is provided
to the Directors in advance of the meeting.
The Remuneration Committee consisted of Stephen Driver,
Michael Davis and Keith Kirkwood. The Directors’
Remuneration Report on page 17 contains a detailed
description of remuneration and applicable policies.
Given the size of the Board, and as permitted by the Code,
the Board has not appointed a Nominations Committee. 
The Board as a whole considers the appointment of all
Directors and senior managers.
During the financial year to 30 September 2009, the Audit
Committee consisted of Michael Davis (Chairman) and 
Keith Kirkwood. The Audit Committee is considered by the
Board to have relevant financial experience. The Committee
operates under written terms of reference and is scheduled
to meet at least twice a year with the Company's auditors,
and the Executive Directors are present by invitation only.
The Committee is responsible for the independent
monitoring of the effectiveness of the system of internal
control, compliance, accounting policies and published
Financial Statements on behalf of the Board. This is
achieved primarily through a review of the annual Financial
Statements and a review of the nature and scope of the
external audit. Any significant findings or identified risks
are examined so that appropriate action may be taken. The
Committee is also responsible for keeping under review the
independence and objectivity of the external auditors,
including a review of non-audit services provided to the
Group, consideration of any relationships with the Company
that could affect independence, and seeking written
confirmation from the auditors that, in their professional
judgement, they are independent.
RELATIONS WITH SHAREHOLDERS
The Company encourages the participation of both
institutional and private investors. Communication 
with private individuals is maintained through the 
Annual General Meeting (AGM), and Annual and Interim
Reports. In addition, further details on the strategy and 
performance of the Company can be found at its website
(www.drivergroupplc.com) which includes copies of the
Company's press releases.
INTERNAL CONTROL
The Board has overall responsibility for the Group's
systems of internal control and for monitoring their
effectiveness. Although no system of internal control can
provide absolute assurance against material misstatements
or loss, the Group's systems are designed to provide the
Directors with reasonable assurance that issues are
identified on a timely basis and dealt with appropriately.
The Group has an established organisational structure with
clearly defined lines of authority, responsibility and
accountability, which is reviewed regularly. Group
management is responsible for the identification and
evaluation of key risks applicable to their areas of business.
The Board has considered the need for an internal audit
function, but has resolved that due to the current size and
complexity of the Group, this cannot be justified on the
grounds of cost effectiveness.
16
For the year ended 30 September 2009
CORPORATE GOVERNANCE
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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and fees Bonus Allowance Benefits 2009 2009 2008 2008
££££££££
Stephen Driver 251,763 - 12,000 992 264,755 25,176 267,842 24,194
David Webster 220,000 - 12,000 854 232,854 22,000 223,489 19,325
Colin White
(1 )
102,500 - 12,000 1,666 116,166 25,600 127,234 10,000
Bob Parfitt 125,000 - 7,000 811 132,811 - 62,819 -
Michael Davis 30,000 - - - 30,000 - 25,000 -
Keith Kirkwood 50,000 - - - 50,000 - 50,000 -
Total 779,263 - 43,000 4,323 826,586 72,776 756,384 53,519
The members of the Remuneration Committee are
Michael Davis and Keith Kirkwood who are both
independent Non-Executive Directors, and Stephen Driver .
REMUNERATION POLICY
The Company’s remuneration policy is to provide a
remuneration package to attract, motivate and retain 
high calibre individuals, who will deliver significant value 
to the Group.  
DIRECTORS’ REMUNERATION
For the year to 30 September 2009, the remuneration of
Non-Executive Directors was set by the Board and
consisted of an annual fee paid in equal monthly instalments.
Hurlstone Management Limited, a company controlled by
Michael Davis, entered into a formal engagement with the
Company dated 6 October 2005 under which it agreed to
supply the services of Michael Davis as Non-Executive
Chairman of the Company. The agreement can be
terminated upon three months’ notice by either party.
Alchemy BS, a company controlled by Keith Kirkwood,
entered into a formal engagement with the Company dated
1 October 2006 under which it agreed to supply the services
of Keith Kirkwood as Non-Executive Director of the
Company. The agreement can be terminated upon three
months’ notice by either party.  
(1) Colin White elected to take up a salary sacrifice in April 2009, voluntarily reducing salary in exchange for a higher company pension contribution.
DIRECTORS’ REMUNERATION REVIEW
Remuneration is reviewed in December each year with any
revisions taking place from the beginning of January.
Bonuses may be awarded to the Executive Directors based
on the performance of the Company.
On behalf of the Board
Michael Davis
Chairman of the Remuneration Committee
18 January 2010
17 DIRECTORS’ REMUNERATION REPORT
For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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The Directors are responsible for preparing the Report of
the Directors and the Financial Statements in accordance
with applicable law and regulations. 
Company law requires Directors to prepare Financial
Statements for each financial year . Under that law the
Directors have elected to prepare the Group Financial
Statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European
Union and the Company Financial Statements in accordance
with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and
applicable law). Under Company law the Directors must not
approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss of the
Group for that period. The Directors are also required to
prepare Financial Statements in accordance with the rules
of the London Stock Exchange for the companies trading
securities on the Alternative Investment Market.
In preparing these 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 they have been prepared in accordance
with IFRS as adopted by the European Union, subject to
any material departures disclosed and explained in the
Financial Statements; and 
• prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business. 
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the Financial Statements
comply with the requirements of the Companies Act 2006.
They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities. 
WEBSITE PUBLICATION
The Directors are responsible for ensuring the Annual
Report and the Financial Statements are made available 
on a website. Financial Statements are published on 
the Company’s website in accordance with legislation in 
the United Kingdom governing the preparation and
dissemination of Financial Statements, which may vary
from legislation in other jurisdictions. The maintenance 
and integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends
to the ongoing integrity of the Financial Statements
contained therein. 
18
In respect of the Report of the Directors and the 
Financial Statements for the year ended 30 September 2009
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   17 59930_DRIVER_REPORT 1-60_mk2.pdf   17 28/01/2010   11:06 28/01/2010   11:06 We have audited the Financial Statements of Driver Group
plc for the year ended 30 September 2009 which comprise
the Consolidated Income Statement, the Consolidated
Balance Sheet, the Consolidated Cashflow Statement, the
Consolidated Statement of Changes in Equity and the
related notes. The financial reporting framework that has
been applied in the preparation of the Group Financial
Statements is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European
Union. The financial reporting framework that has been
applied in preparation of the Parent Company Financial
Statements is applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
This report is made solely to the Company’s members, as 
a body, in accordance with sections 495 and 496 of the
Companies Act 2006. 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 AUDITORS
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the
preparation of the Financial Statements and for being
satisfied that they give a true and fair view. Our
responsibility is to audit the Financial Statements in
accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s
(APB) Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts 
and disclosures in the Financial Statements sufficient to
give reasonable assurance that the Financial Statements
are free from material misstatement, whether caused by
fraud or error . This includes an assessment of: whether 
the accounting policies are appropriate to the Group’s 
and the Parent Company’s circumstances and have been
consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made
by the Directors; and the overall presentation of the
Financial Statements.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
• the Financial Statements give a true and fair view of the
state of the Group’s and the Parent Company’s affairs as
at 30 September 2009 and of the Group’s profit for the
year then ended;
• the Group Financial Statements have been properly
prepared in accordance with IFRSs as adopted by the
European Union;
• the Parent Company’s Financial Statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• the Financial Statements have been prepared in
accordance with the requirements of the 
Companies Act 2006.
OPINION ON OTHER MATTERS PRESCRIBED BY THE
COMPANIES ACT 2006
In our opinion the information given in the Directors’ Report
for the financial year for which the Financial Statements
are prepared is consistent with the Financial Statements.
MATTERS OF WHICH WE ARE REQUIRED TO REPORT 
BY EXCEPTION
We have nothing to report in respect of the following
matters where the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit
have not been received from branches not visited by 
us; or
• the Parent Company Financial Statements are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ Remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Eric Solomons
Senior Statutory Auditor
For and on behalf of
BDO LLP
Statutory Auditor 
3 Hardman Street, Spinningfields, Manchester  
M3 3AT  United Kingdom
18 January 2010
BDO LLP is a Limited Liability Partnership registered in
England and Wales (with registered number OC305127).
19 REPORT OF THE INDEPENDENT AUDITORS
To the members of Driver Group plc
for the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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Notes £000 £000
REVENUE 2 20,539 18,149
Cost of sales (14,612) (11,660)
GROSS PROFIT 5,927 6,489 
Administrative expenses (5,004) (4,581)
Other operating income 146 120 
OPERATING PROFIT
- before share-based payment 1,128 2,125 
- share-based payment 17 (59) (97)
2,4 1,069 2,028
Finance income 13 14 
Finance expenses 5 (30) (62)
PROFIT BEFORE TAXATION 2 1,052 1,980 
Taxation 6 (276) (571)
PROFIT FOR THE YEAR 776 1,409 
(Loss) / profit attributable to minority interests (5) 11 
Profit attributable to equity shareholders 781 1,398 
776 1,409 
Basic earnings per share (pence) 9 3.2p 5.8p 
Diluted earnings per share (pence) 9 3.2p 5.8p
The profit for the year arises from the Group’s continuing operations.
Notes on pages 25 to 56 form an integral part of these Financial Statements.
21 CONSOLIDATED INCOME STATEMENT
For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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2009 2008
Notes £000 £000 £000 £000
NON-CURRENT ASSETS
Goodwill 11 2,356 2,356
Property, plant and equipment 10 3,173 3,059
Deferred tax asset 16 52 37
5,581 5,452
CURRENT ASSETS
Trade and other receivables 12 4,539 4,823
Cash and cash equivalents 15 687 1,054
5,226 5,877
TOTAL ASSETS 10,807 11,329
CURRENT LIABILITIES
Borrowings 14 (13) (219)
Trade and other payables 13 (2,391) (2,380)
Current tax payable (133) (361)
(2,537) (2,960)
NON-CURRENT LIABILITIES
Borrowings 14 (838) (1,000)
Deferred tax liabilities 16 (292) (309)
(1,130) (1,309)
TOTAL LIABILITIES (3,667) (4,269)
NET ASSETS 7,140 7,060
SHAREHOLDERS’ EQUITY
Share capital 17 106 106
Share premium 20 2,649 2,649
Merger reserve 20 1,493 1,493
Translation reserve 20 (24) -
Capital redemption reserve 20 18 18
Share-based payment reserve 20 - 187
Retained earnings 20 4,134 3,838
Own shares 20 (1,242) (1,242)
TOTAL SHAREHOLDERS’ EQUITY 7,134 7,049
MINORITY INTEREST IN EQUITY 20 6 11
TOTAL EQUITY 7,140 7,060
Notes on pages 25 to 56 form an integral part of these Financial Statements.
The financial statements were approved by the Board of Directors, authorised for issue and signed on their behalf by:
Colin White
Finance Director
18 January 2010
Company Number: 3475146
22 CONSOLIDATED BALANCE SHEET
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   21 59930_DRIVER_REPORT 1-60_mk2.pdf   21 28/01/2010   11:06 28/01/2010   11:06 23 CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
Year ended Year ended
30 September 2009 30 September 2008
£000 £000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
- before share-based payments 1,111 2,077
- share-based payments (59) (97)
1,052 1,980
Adjustments for:
Depreciation 216 170
Exchange adjustments - (65)
Finance income (13) (14)
Finance expense 30 62
Equity settled share-based payment expense 59 97
OPERATING CASH FLOW BEFORE CHANGES IN WORKING CAPITAL AND PROVISIONS 1,344 2,230
Decrease / (increase) in trade and other receivables 260 (875)
Increase in trade and other payables 11 602
CASH GENERATED FROM OPERATIONS 1,615 1,957
Taxation paid (527) (563)
NET CASH INFLOW FROM OPERATING ACTIVITIES 1,088 1,394
CASH FLOWS FROM INVESTING ACTIVITIES
Finance income received 13 14
Acquisition of subsidiary net of cash acquired - (1,003)
Acquisition of property, plant and equipment (330) (111)
NET CASH OUTFLOW FROM INVESTING ACTIVITIES (317) (1,100)
CASH FLOWS FROM FINANCING ACTIVITIES
Finance expense paid (30) (62)
Borrowings (368) 590
Payment of equity dividends (740) (688)
NET CASH OUTFLOW FROM FINANCING ACTIVITIES (1,138) (160)
Net (decrease) / increase in cash and cash equivalents (367) 134
Effect of foreign exchange on cash and cash equivalents - 65
Cash and cash equivalents at start of period 1,054 855
CASH AND CASH EQUIVALENTS AT END OF PERIOD 687 1,054
Notes on pages 25 to 56 form an integral part of these Financial Statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
Share Share Merger Other Retained Own Minority Total 
capital premium reserve reserves
(1)
earnings shares Total interest Equity
£000 £000 £000 £000 £000 £000 £000 £000 £000
OPENING BALANCE 
AT 1 OCTOBER 2007 99 2,649 - 112 3,086 (1,242) 4,704 16 4,720
Deferred tax credit on
property revaluation - - - - 26 - 26 - 26
NET INCOME RECOGNISED
DIRECTLY IN EQUITY - - - - 26 - 26 - 26
Profit for the year - - - - 1,398 - 1,398 11 1,409
TOTAL RECOGNISED
INCOME AND EXPENSE - - - - 1,424 - 1,424 11 1,435
Issue of new shares 7 - 1,493 - - - 1,500 - 1,500
Dividends - - - - (672) - (672) (16) (688)
Share-based payment - - - 93 - - 93 - 93
CLOSING BALANCE
AT 30 SEPTEMBER 2008 106 2,649 1,493 205 3,838 (1,242) 7,049 11 7,060
Deferred tax credit on
property revaluation - - - - 9 - 9 - 9
Exchange adjustment - - - (24) - - (24) - (24)
NET INCOME RECOGNISED 
DIRECTLY IN EQUITY - - - (24) 9 - (15) - (15)
Profit for the year - - - - 781 - 781 (5) 776
TOTAL RECOGNISED 
INCOME AND EXPENSE - - - (24) 790 - 766 (5) 761
Dividends - - - - (740) - (740) - (740)
Share-based payment - - - - 59 - 59 - 59
Transfer of reserves
(2)
- - - (187) 187 - - - -
BALANCE AT 30 SEPTEMBER 2009 106 2,649 1,493 (6) 4,134 (1,242) 7,134 6 7,140
(1) ‘Other reserves’ combines the translation reserve, capital redemption reserve and share-based payment reserve. Explanatory details for these
reserves are disclosed in note 20.
(2) The opening balance on the share-based payment reserve has been credited to retained earnings.
Notes on pages 25 to 56 form an integral part of these Financial Statements.
24
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
1 ACCOUNTING POLICIES
Driver Group plc (“the Company”) is a company
incorporated and domiciled in the UK.
The Group Financial Statements have been prepared and
approved by the Directors in accordance with International
Financial Reporting Standards (IFRS) as endorsed for use
in the European Union (“endorsed IFRS”).
The Company has elected to prepare its Financial
Statements in accordance with UK GAAP . These are
provided on pages 48-56.
BASIS OF CONSOLIDATION
Where the Company has the power, either directly or
indirectly, to govern the financial and operating policies of
another entity or business so as to obtain benefits from its
activities, it is classified as a subsidiary. The Consolidated
Financial Statements present the results of the Company
and its subsidiaries (“the Group”) as if they formed a 
single entity. 
The Group Balance Sheet incorporates the shares held by
the Driver Group Employee Benefit Trust which have not
vested by the balance sheet date. These are shown as a
deduction from shareholders’ equity until such a time as
they vest unconditionally with the employee.
Accounting policies are consistently applied throughout the
Group. Intercompany balances and transactions have been
eliminated. Material profits from intercompany sales, to the
extent that they are not yet realised outside the Group, have
also been eliminated.
BUSINESS COMBINATIONS
The Consolidated Financial Statements incorporate the
results of business combinations using the purchase
method. In the Consolidated Balance Sheet, the acquiree’s
identifiable assets, liabilities and contingent liabilities are
initially recognised at their fair values at the acquisition
date. The results of acquired operations are included in the
Consolidated Income Statement from the date on which
control is obtained.
Determining the fair value of intangibles acquired in
business combinations requires estimation of the value of
the cash flows related to the identified intangibles and a
suitable discount rate in order to calculate the present value.
In arriving at the cost of acquisition, the fair value of the
shares issued by the Company is taken to be the midmarket
price of those shares at the date of issue. Where this figure
exceeds the nominal value of the shares, the excess
amount is treated as an addition to reserves.
GOODWILL
Goodwill represents the excess of the cost of a business
combination over the interest in the fair value of identifiable
assets, liabilities and contingent liabilities acquired. Cost
comprises the fair values of assets given, liabilities
assumed and equity instruments issued, plus any direct
costs of acquisition.
Goodwill is capitalised as an intangible asset with any
impairment in carrying value being charged to the
Consolidated Income Statement. Where the fair value of
identifiable assets, liabilities and contingent liabilities
exceed the fair value of consideration paid, the excess is
credited in full to the Consolidated Income Statement on
the acquisition date.
On disposal of a subsidiary, the attributable amount of
goodwill is included in the determination of the profit or
loss on disposal.
FOREIGN CURRENCY TRANSLATION
In preparing the Financial Statements of the individual
entities, transactions in foreign currencies are recorded at
the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items
denominated in foreign currencies are retranslated at the
rates prevailing on the balance sheet date. Non-monetary
items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the
date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a
foreign currency are not retranslated. Exchange differences
arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or
loss for the period. Exchange differences arising on the
retranslation of non-monetary items carried at fair value
are included in profit or loss for the period except for
differences arising on the retranslation of non-monetary
items in respect of which gains and losses are recognised
directly in equity. For such non-monetary items, any
exchange component of that gain or loss is also recognised
directly in equity.
For the purpose of presenting Consolidated Financial
Statements, the assets and liabilities of the Group’s foreign
operations (including comparatives) are expressed in
sterling using exchange rates prevailing on the balance
sheet date. Income and expense items (including
comparatives) are translated at the actual exchange rates.
Exchange differences arising, if any, are recognised in
equity in the Group’s translation reserve. Cumulative
translation differences are recognised in profit or loss in
the period in which the foreign operation is disposed of.
REVENUE
Revenue in respect of the core services being: consultancy,
contract administration and project consultancy services,
represents the amount earned from the provision of
services provided to customers outside of the Group and is
recognised based on time incurred, when the services are
delivered in line with the contractual arrangements.
Revenue in respect of corporate services work, which
includes the valuation and recovery of debts due to
insolvent businesses on behalf of insolvency practitioners,
is recognised on the basis of the following:
- Revenue for fixed fee work is recognised by reference to
the stage of completion of the project;
- Revenue earned from collecting cash on behalf of an
insolvency practitioner is recognised on the basis of the
agreed percentage commission earned applied to the
actual cash collected at the year end.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
Fees which are contingent on the occurrence of one or
more significant future events are recognised as revenue
once the events on which they are contingent has occurred.
Unbilled revenue is included in prepayments and 
accrued income.
SEGMENT REPORTING
In November 2006, the International Accounting Standards
Board issued IFRS 8 ‘Operating Segments’. IFRS 8 replaces
IAS 14 ‘Segment Reporting’ and must be applied to
reporting periods beginning on or after 1 January 2009. 
The Group opted for early adoption of IFRS 8, beginning
with the financial year ended on 30 September 2008.
According to IFRS 8, operating segments are identified
based on the “management approach”. This approach
stipulates external segment reporting based on the Group’s
internal organisational and management structure and on
internal financial reporting to the Chief Executive Officer .
Details of the segments are provided in note 2.
FINANCING COSTS
Interest income and interest payable is recognised in 
the Income Statement on an accruals basis, using the
effective interest method.
LEASED ASSETS
Where substantially all of the risks and rewards incidental
to ownership of a leased asset have been transferred to the
Group (a “finance lease”), the asset is treated as if it had
been purchased outright. The amount initially recognised as
an asset is the lower of the fair value of the leased property
and the present value of the minimum lease payments
payable over the term of the lease. The corresponding lease
commitment is shown as a liability. Lease payments are
analysed between capital and interest. The interest element
is charged to the Consolidated Income Statement over the
period of the lease and is calculated so that it represents a
constant proportion of the lease liability. The capital element
reduces the balance owed to the lessor . 
Where substantially all of the risks and rewards incidental
to ownership are not transferred to the Group (an “operating
lease”), the total rentals payable under the lease are charged
to the Consolidated Income Statement on a straight-line
basis over the lease term. The aggregate benefit of lease
incentives is recognised as a reduction of the rental expense
over the lease term on a straight-line basis.
The land and buildings elements of property leases are
considered separately for the purposes of lease classification.
DIVIDENDS
Interim dividends are recognised when they are paid. 
Final dividends are recorded in the Financial Statements 
in the period in which they are approved by the 
Group’s shareholders.
EMPLOYEE BENEFITS
Defined contribution plan
The Group operates a defined contribution pension scheme
for employees. The assets of the scheme are held
separately from those of the Company. The annual
contributions payable are charged to the Income Statement.
Share-based payment transactions
The cost of share options awarded to employees measured by
reference to their fair value at the date of grant is recognised
over the vesting period of the options based on the number of
options which in the opinion of the Directors will ultimately
vest. The fair value of the options granted is measured using
an option valuation model, taking into account the terms and
conditions upon which the options were granted. The cost of
the share options is recognised as an employee expense with
a corresponding increase in equity.
TAXATION
Tax on the profit or loss for the period comprises current
and deferred tax. Tax is recognised in the Income
Statement except to the extent that it relates to items
recognised directly in equity, in which case it is recognised
in equity. Current tax is the expected tax payable on the
taxable income for the period, using tax rates enacted or
substantively enacted at the balance sheet date, and any
adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation
purposes. The temporary differences relating to investments
in subsidiaries to the extent that they will probably not
reverse in the foreseeable future are not provided for . The
amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying value
amount of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it
is probable that future taxable profits will be available
against which the asset can be utilised.
IMPAIRMENT OF ASSETS
Impairment tests on goodwill and other intangible assets
with indefinite useful economic lives are undertaken
annually at the financial year end. Other non-financial
assets are subject to impairment tests whenever events or
changes in circumstances indicate that their carrying
amount may not be recoverable. Where the carrying value
of an asset exceeds its recoverable amount (i.e. the higher
of value in use and fair value less costs to sell), the asset is
written down accordingly.
Where it is not possible to estimate the recoverable amount
of an individual asset, the impairment test is carried out on
the asset’s cash-generating unit (i.e. the lowest group of
assets in which the asset belongs for which there are
separately identifiable cash flows). Goodwill is allocated on
initial recognition to each of the Group’s cash-generating
units that are expected to benefit from the synergies of the
combination giving rise to the goodwill.
Determining whether goodwill is impaired requires an
estimation of the value in use of the cash-generating units
to which goodwill has been allocated. The value in use
calculation requires an entity to estimate the future
cashflows expected to arise from the cash-generating unit
and a suitable discount rate in order to calculate present
value. Any change in estimates could result in an
adjustment to recorded amounts.
26
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
Impairment charges are included in the administrative
expenses line item in the Consolidated Income Statement,
except to the extent they reverse gains previously
recognised in the Consolidated Statement of Changes in
Equity. An impairment loss recognised for goodwill is
not reversed.
The recoverable amount of the Group’s receivables carried
at amortised cost is calculated as the present value of
estimated future cash flows, discounted at the original
effective interest rate (i.e. the effective interest rate
computed at initial recognition of these financial assets).
Receivables with a short duration are not discounted.
The recoverable amount of other assets is the greater of
their net selling price and value in use. In assessing value
in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that
reflects current market assessments of the time value of
money and the risks specific to the asset. For an asset that
does not generate largely independent cash inflows, the
recoverable amount is determined for the cash-generating
unit to which the asset belongs.
FINANCIAL ASSETS
Fair value through profit or loss. This category comprises
only in-the-money derivatives (see Financial Liabilities
section for out-of-money derivatives). They are carried in
the balance sheet at fair value with changes in fair value
recognised in the Consolidated Income Statement in the
finance income or expense line. Other than derivative
financial instruments which are not designated as hedging
instruments, the Group does not have any assets held for
trading nor does it voluntarily classify any financial assets
as being at fair value through profit or loss.
LOANS AND RECEIVABLES
These assets are non-derivative financial assets with fixed
or determinable payments that are not quoted in an active
market. They arise principally through the provision of
goods and services to customers (e.g. trade receivables),
but also incorporate other types of contractual monetary
assets. They are initially recognised at fair value plus
transaction costs that are directly attributable to their
acquisition or issue, and are subsequently carried at
amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions are recognised when there is
objective evidence (such as significant financial difficulties
on the part of the counterparty or default or significant
delay in payment) that the Group will be unable to collect
all of the amounts due under the terms of the receivable,
the amount of such a provision being the difference
between the net carrying amount and the present value 
of the future expected cash flows associated with the
impaired receivable. For trade receivables, which are
reported net, such provisions are recorded in a separate
allowance account with the loss being recognised within
administrative expenses in the Income Statement. 
On confirmation that the trade receivable will not be
collectable, the gross carrying value of the asset is written
off against the associated provision.
From time to time, the Group elects to renegotiate the
terms of trade receivables due from customers with which
it has previously had a good trading history. Such
renegotiations will lead to changes in the timing of
payments rather than changes to the amounts owed and, in
consequence, the new expected cash flows are discounted
at the original effective interest rate.
The Group’s loans and receivables comprise trade and
other receivables and cash and cash equivalents in the
Balance Sheet.
Cash and cash equivalents includes cash in hand, deposits
held at call with banks, other short term highly liquid
investments with original maturities of three months or
less, and bank overdrafts and other short term banking
facilities. Bank overdrafts are shown within loans and
borrowings in current liabilities on the Balance Sheet.
FINANCIAL LIABILITIES
Financial liabilities include the following:
- Bank borrowings are initially recognised at fair value.
Such interest bearing liabilities are subsequently
measured at amortised cost using the effective interest
rate method which ensures that any interest expense over
the period to repayment is at a constant rate on the
balance of the liability carried in the Balance Sheet.
- Trade payables and other short-term monetary
liabilities are initially recognised at fair value and
subsequently carried at amortised cost using the
effective interest method.
- Fair value through profit or loss. This category comprises
only out-of-the-money derivatives (see Financial Assets for
in-the-money derivatives). They are carried in the balance
sheet at fair value with changes in fair value recognised in
the Consolidated Income Statement. The Group does not
hold or issue derivative instruments for speculative
purposes, but for hedging purposes. Other than these
derivative financial instruments, the Group does not have any
liabilities held for trading nor has it designated any financial
liabilities as being at fair value through profit or loss.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less
accumulated depreciation and any provision for impairment. 
Where parts of an item of property, plant and equipment
have different useful lives, they are accounted for as
separate items of property, plant and equipment.
Land is not depreciated. Depreciation is charged to the
Income Statement to write off the cost less the estimated
residual value of each part of an item of property, plant and
equipment on a straight-line basis over the estimated
useful lives at the following annual rates:
Buildings - 2%
Fixtures and fittings - 10%
Technical library - 10%
Computer equipment - 25%
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
STANDARDS ADOPTED EARLY BY THE GROUP
The Group adopted IFRS8 ‘Operating Segments’ for the first
time in the year ended 30 September 2008.
ACCOUNTING ESTIMATES AND JUDGEMENTS
Details of the Group’s accounting estimates and
judgements are included in note 22. 
IFRS NOT YET APPLIED
The following IFRS have been issued but have not been
adopted by the Group in the Financial Statements as the
Directors do not believe the adoption of these revisions will
have a significant impact on the Financial Statements.
• IFRIC 12 ‘Service concession arrangements’, IFRIC 13
‘Customer loyalty programmes’, IFRIC 14 ‘IAS 19 – the
limit on a defined benefit asset, minimum funding
requirements and their interaction’, IFRIC 15
‘Agreements for the construction of real estate’, IFRIC 16
‘Hedges of a net investment in a foreign operation’,
IFRIC 17 ‘Distributions of non-cash assets to owners’ and
IFRIC 18 ‘Transfer of assets from customers’ are
predicted to have no impact on the Financial Statements.
The following have been issued but have not been adopted
by the Group in the Financial Statements as they are
not effective:
• IAS 1 ‘Presentation of Financial Statements’ – Revision.
This revision aims to assist users in their ability to analyse
and compare the information given in the Financial
Statements. Changes include changes to titles of some of
the Financial Statements and changes to the components
of Financial Statements. The revision is effective for
periods commencing on or after 1 January 2009.
• IAS 23 ‘Borrowing costs’ – Revision. This revision
eliminates the option to expense borrowing costs to the
Income Statement as incurred and is effective for periods
commencing on or after 1 January 2009. The Directors do
not believe this revision will have a significant impact on
the Financial Statements.
• IAS 27 ‘Consolidated and separate Financial Statements’
– Revision. The revision is part of the second phase of the
business combinations project between the International
Accounting Standards Board and the US Financial
Accounting Standards Board. The main amendments
relate to the accounting for minority interests and the
loss of control of a subsidiary. The revision is effective for
periods commencing on or after 1 July 2009. The
Directors do not believe the adoption of this revision will
have a significant impact on the Financial Statements.
• IAS 32 ‘Financial Instruments: Presentation’ – Revision.
This revision requires certain puttable financial
instruments and certain financial instruments that
impose an obligation on the entity to deliver a pro rata
share of the net assets of the entity on liquidation, to be
classified as equity. The revision is effective for periods
commencing on or after 1 January 2009. The Directors do
not believe the adoption of this revision will have an
impact on the Financial Statements.
• IAS 39 ‘Eligible Hedged Items’ – Revision. The revision
changes application guidance that supports the
principles as set out in IAS 39 with the aim of clarifying
the principles that determine whether a hedged risk or
portion of cash flows is eligible for designation and
should be applied in particular circumstances. The
Directors do not believe the adoption of this revision will
have an impact on the Financial Statements.
• IFRS 2 ‘Share-based payment’ – Revision. This revision
relates to vesting conditions and cancellations including
amendments to the guidance and definitions of vesting
conditions and cancellations and clarification of the
accounting treatment of non-vesting conditions. The
revision is effective for periods commencing on or after 
1 January 2009. The Directors do not believe the adoption
of this revision will have an impact on the 
Financial Statements.
• IFRS 3 ‘Business combinations’ – Revision. The revision
is part of the second phase of the business combinations
project between the International Accounting Standards
Board and the US Financial Accounting Standards Board.
The main changes include the scope, accounting for
acquisition costs and post acquisition changes to
contingent consideration, accounting for goodwill and
accounting for business combinations achieved in stages.
There is additional guidance on recognition and
measurement of fair values and on determining what
constitutes part of the business combination transaction.
There are also a number of changes to disclosure
requirements. The revision is effective for periods
commencing on or after 1 July 2009. The Directors will
consider the requirements of the revision on any future
business acquisitions.
• IFRS 7 ‘Improving Disclosures about Financial
Instruments’ – Amendment. This Amendment requires
the analysis of each class of financial asset and financial
liability, into a three level fair value measurement
hierarchy. It requires additional disclosures in respect of
those financial instruments classified as Level Three
(namely those that are measured using a valuation
technique which uses inputs that are not based on
observable market data). It also implements some
changes to the definition of and disclosures associated
with liquidity risk. The revision is effective for periods
commencing on or after 1 January 2009.
• ‘Improvements to IFRSs (2009)’ – The improvements in
this Amendment clarify the requirements of IFRSs and
eliminate inconsistencies between Standards. This
Amendment requires the classification of assets and
liabilities as held for sale where a non-controlling
interest is retained; accounting by companies that
routinely sells assets previously held for rental to others;
accounting for loans given at a nil or below market rate
of interest; the reversal of impairments against
investments in associates accounted for using the equity
method; the timing of expense recognition for costs
incurred on advertising and other promotional activity;
and, accounting for properties in the course of
construction. The revision is effective for periods
commencing on or after 1 January 2009.
28
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REPORTABLE SEGMENTS
For management purposes, the Group is organised into three operating divisions: Driver Consult UK, Driver Consult Middle
East and Commercial Management Consultants (CMC). These divisions are the basis on which the Group is structured and
managed, based on its geographic structure and principal services provided. These are summarised as follows:
- Driver Consult is a market leader in the provision of consultancy services to the construction and engineering industries.
Key service provisions are: quantity surveying, planning / programming, quantum and planning experts, dispute
avoidance / resolution, litigation support, contract administration and commercial advice / management. The UK and
non-Middle East customers are serviced from the UK offices. The Middle East market is serviced from the Group’s
Middle East offices.
- CMC, which was acquired during 2008, provides site based project consultancy services, primarily quantity 
surveying and planning consultants, to construction and engineering projects throughout the UK. CMC’s services 
are provided through its four regional offices. CMC’s client base comprises both large UK contractors and other 
blue chip organisations.
Segment information about these reportable segments is presented below.
Year ended 30 September 2009
Continuing operations
Driver
Consult
Driver Middle
Consult UK East CMC Eliminations Unallocated
(1)
Consolidated
£000 £000 £000 £000 £000 £000
Total external revenue 10,588 5,596 4,355 - - 20,539
Total inter-segment revenue 229 155 5 (389) - -
Total revenue 10,817 5,751 4,360 (389) - 20,539
Segmental profit 1,453 974 423 - - 2,850
Unallocated corporate expenses - - - - (1,722) (1,722)
Share option expense - - - - (59) (59)
Operating profit 1,453 974 423 - (1,781) 1,069
Finance income - - - - 13 13
Finance expense - - - - (30) (30)
Profit before taxation 1,453 974 423 - (1,798) 1,052
Taxation - - - - (276) (276)
Profit for the year 1,453 974 423 - (2,074) 776
OTHER INFORMATION
Reportable segment assets 2,547 1,529 3,645 - 3,086 10,807
Capital additions
(2)
139 70 14 - 107 330
Depreciation and amortisation 21 16 9 - 170 216
Inter-segment sales are charged at prevailing market rates.
(1) Unallocated costs represent Directors’ remuneration, administration staff, corporate head office costs and expenses associated with AIM.
(2) Capital additions comprise additions to property, plant and equipment and intangible assets including additions resulting from acquisitions
through business combinations.
Revenue from one of the customers of the Driver Consult Middle East segment exceeds 10% of the Group’s total revenue
with revenue of £2.1m.
29 NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
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Year ended 30 September 2008
Continuing operations
Driver
Consult
Driver Middle
Consult UK East CMC Eliminations Unallocated
(1)
Consolidated
£000 £000 £000 £000 £000 £000
Total external revenue 12,628 3,096 2,425 - - 18,149
Total inter-segment revenue 305 12 99 (416) - -
Total revenue 12,933 3,108 2,524 (416) - 18,149
Segmental profit 2,984 537 354 - - 3,875
Unallocated corporate expenses - - - - (1,750) (1,750)
Share option expense - - - - (97) (97)
Operating profit 2,984 537 354 - (1,847) 2,028
Finance income - - - - 14 14
Finance expense - - - - (62) (62)
Profit before taxation 2,984 537 354 - (1,895) 1,980
Taxation - - - - (571) (571)
Profit for the year 2,984 537 354 - (2,466) 1,409
OTHER INFORMATION
Reportable segment assets 2,836 1,455 3,277 - 3,761 11,329
Capital additions
(2)
- 23 25 - 78 126
Depreciation and amortisation - 3 5 - 162 170
Inter-segment sales are charged at prevailing market rates.
(1) Unallocated costs represent Directors’ remuneration, administration staff, corporate head office costs and expenses associated with AIM.
(2) Capital additions comprise additions to property, plant and equipment and intangible assets including additions resulting from acquisitions
through business combinations.
Revenue from one of the customers of the Driver Consult UK segment exceeds 10% of the Group’s total revenue in 2008
with revenue of £2.1m.
GEOGRAPHICAL INFORMATION
The Group’s operations are located in the UK and the Middle East.
The following table provides an analysis of the Group’s revenue by geography based upon location of the Group’s operations:
Year ended Year ended 
30 September 2009 30 September 2008
£000 £000
UK 14,943 15,053
Middle East 5,596 3,096
20,539 18,149
For the year ended 30 September 2009
NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
30
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
2  SEGMENTAL ANALYSIS – continued
The following is an analysis of the carrying amount of non-current assets, and additions to property, plant and
equipment and intangible assets analysed by the geographical area in which the assets are located:
Carrying amount of segment Additions to property, plant and 
non-current assets equipment and intangible assets
(1)
As at As at Year ended Year ended
30 September 2009 30 September 2008 30 September 2009 30 September 2008
£000 £000 £000 £000
UK 5,502 5,425 260 103
Middle East 79 27 70 23
5,581 5,452 330 126
(1) Additions to property, plant and equipment and intangible assets include additions resulting from acquisitions through business combinations.
3  EMPLOYEES
Staff costs including Directors’ remuneration:
2009 2008
£000 £000
Wages and salaries 11,733 8,977
Social security costs 925 931
Other pension costs 406 455
Share-based payments (note 17) 59 97
13,123 10,460
The average number of persons employed by the Group, including Directors, during the year was as follows: 
2009 2008
By role:
Directors 6 6
Fee-earners 128 107
Administration 30 27
164 140
KEY MANAGEMENT AND DIRECTORS’ REMUNERATION
The aggregate compensation of key management (including Executive Directors) is shown below:
2009 2008
£000 £000
Emoluments 747 681
Money purchase pension contributions 73 54
820 735
Share-based compensation (note 17) 22 18
Total key management compensation 842 753
Key management consists exclusively of the statutory Executive Directors of the Company whose details are
included in the remuneration report on page 17.
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
3 EMPLOYEES – continued
Directors’ remuneration disclosed above includes the following payments in respect of the highest paid director:
2009 2008
£000 £000
Emoluments 265 268
Money purchase pension contributions 25 24
Total remuneration 290 292
The number of Directors to whom retirement benefits are accruing:
2009 2008
Money purchase pension schemes 3 3
4  PROFIT FROM OPERATIONS
Profit from operations includes the following significant expenses:
2009 2008
£000 £000
Depreciation and amounts written off property, plant and equipment - owned assets 216 170
Audit services:
- statutory audit 35 31
- audit regulatory reporting 5 9
Tax services:
- general 19 4
- compliance 9 6
Operating lease rentals – land and buildings 581 325
Exchange gain 132 33
5  FINANCE EXPENSE
2009 2008
£000 £000
Bank interest 29 62
Finance lease interest 1 -
30 62
32
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
6  TAXATION
Analysis of the tax charge
The tax charge on the profit for the year is as follows:
2009 2008
£000 £000
Current tax:
UK corporation tax on profits for the year 187 591
Non-UK corporation tax 90 13
Adjustments to prior period estimates 22 (11)
299 593
Deferred tax:
Deferred tax credit for the year (7) (22)
Adjustments to prior period estimates (16) -
Tax on profit 276 571
Factors affecting the tax charge
The tax assessed for the year varies from the standard rate of corporation tax in the UK. The difference is explained below: 
2009 2008
£000 £000
Profit before taxation 1,052 1,980
Expected tax charge based on the standard average 
rate of corporation tax in the UK of 28% (2008: 29%) 295 574
Effects of:
Expenses not deductible 54 35
Depreciation not deductible 14 14
Marginal relief (3) (8)
Deferred tax on share-based payment 16 25
Effect of tax rate change - 2
Foreign tax rate difference (106) (30)
Adjustment to prior period estimates 6 (41)
Tax expense for the year 276 571
In addition to the amount charged to the Income Statement, a deferred tax credit relating to the revaluation of the Group’s
properties amounting to £9,000 (2008: £26,000) has been credited directly to equity.
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
34
7  PROFIT OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent Company is not presented as
part of these Financial Statements. The parent Company's profit for the financial period was £1,083,000 (2008: £1,570,000).
The Company has elected to prepare the parent Company Financial Statements in accordance with United Kingdom
Generally Accepted Accounting Practice (“UK GAAP”).
8  DIVIDENDS
2009 2008
£000 £000
The aggregate amount of equity dividends comprises:
Final dividend paid in respect of prior year 494 438
Interim dividend paid in respect of the current year 246 234
Aggregate amount of dividends paid in the financial year 740 672
Equity dividends proposed for approval at
Annual General Meeting (not recognised at year end)
Final dividend for 2009 1.00p (2008: 2.00p) 247 494
Equity dividends are payable to all the registered shareholders other than the Driver Group Employee Benefit Trust. 
9  EARNINGS PER SHARE
2009 2008
£000 £000
Profit for the financial year attributable to equity shareholders 781 1,398
Share-based payments after tax 59 122
Profit for the financial year before share-based payments 840 1,520
Weighted average number of shares:
Ordinary shares in issue 26,379,416 25,693,357
Shares held by EBT (1,700,645) (1,700,645)
Basic weighted average number of shares 24,678,771 23,992,712
Issuable on conversion of warrants - 3,276
Diluted weighted average number of shares 24,678,771 23,995,988
Adjusted earnings per share before share-based payments 3.4p 6.3p
Basic earnings per share 3.2p 5.8p
Diluted earnings per share 3.2p 5.8p
Potential ordinary shares relating to 1,935,000 share options (2008: 2,310,000) have not been included in the calculation 
of diluted earnings per share as their value has no dilutive effect. Therefore dilutive and basic profit per ordinary share 
are identical.
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
10  PROPERTY, PLANT AND EQUIPMENT
Land and buildings
Long Fixtures Technical Computer 
Freehold Leasehold and fittings library equipment Total
£000 £000 £000 £000 £000 £000
COST
At 1 October 2007 760 1,980 269 10 532 3,551
CMC acquisition - - 15 - - 15
Additions - 7 55 - 49 111
At 30 September 2008 760 1,987 339 10 581 3,677
DEPRECIATION
At 1 October 2007 13 34 77 1 322 447
CMC acquisition - - 1 - - 1
Charge for year 13 34 35 1 87 170
At 30 September 2008 26 68 113 2 409 618
NET BOOK VALUE
At 30 September 2008 734 1,919 226 8 172 3,059
At 30 September 2007 747 1,946 192 9 210 3,104
COST
At 1 October 2008 760 1,987 339 10 581 3,677
Additions - - 170 - 160 330
At 30 September 2009 760 1,987 509 10 741 4,007
DEPRECIATION
At 1 October 2008 26 68 113 2 409 618
Charge for year 13 34 56 1 112 216
At 30 September 2009 39 102 169 3 521 834
NET BOOK VALUE
At 30 September 2009 721 1,885 340 7 220 3,173
At 30 September 2008 734 1,919 226 8 172 3,059
Included in computer equipment were assets held under finance leases with a net book value of £49,000 (2008: nil) and 
a depreciation charge of £9,000 (2008: nil).
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
36
11  GOODWILL
£000
COST
At 1 October 2008 and 30 September 2009 2,356
An impairment test was undertaken by the Directors to assess the carrying value of goodwill and it was concluded that no
impairment was required.
Goodwill is allocated to cash-generating units (CGU) identified on the basis of business segments.
A segment level summary of the goodwill allocated is presented below:
2009 2008
£000 £000
Driver Consult UK - -
Driver Consult Middle East - -
CMC 2,356 2,356
Total goodwill 2,356 2,356
The recoverable amount of the CGU has been determined by value in use calculations. The calculations used pre-tax cash
flow projections over the next 10 year period based on the budgets for the next financial year . Cash flows beyond the
budgeted one year period are extrapolated using the estimated growth rates per the table below. In accordance with
IAS 36, the growth rates for beyond the budgeted period do not exceed the long-term average growth rate for the industry.
The key assumptions applied in the calculation were:
Gross margin - 23%
Growth rate - 0% (over inflation)
Discount rate - 5.9% (pre tax)
Management determined the gross margin rate based on past performance and future trading conditions. The growth
rates are believed to be conservative growth rates for this business. The discount rate used is pre-tax to ensure
consistency with the pre tax cash flows and reflects the risk of the business segment.
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
11  GOODWILL – continued
Details of subsidiaries included in the Consolidated Financial Statements are as follows:
Country Percentage
of registration Principal of ordinary
Subsidiary undertakings or incorporation activity shares held
Driver Consult Limited England and Wales Construction consultancy services 100%
Driver Consult NV Belgium Construction consultancy services 100%
(1)
North Gate Executive Search Limited England and Wales Recruitment consultancy services 75%
Adjudication Toolkit Limited England and Wales Construction adjudication software 51%
St. Crispin Properties Limited England and Wales Dormant 100%
BWS Consulting Limited England and Wales Dormant 100%
Commercial Management Consultants Ltd England and Wales Construction consultancy services 100%
Driver Consult (Oman) LLC Oman Construction consultancy services 65%
(2)
Driver Project Services (UAE) LLC Abu Dhabi Construction consultancy services 49%
(3)
(1) The interest in Driver Consult NV comprised 100 bearer shares, 99 of which were held by Driver Group plc and 1 by Driver Consult Limited. 
This business was dissolved by the Company during the year .
(2) The Company is entitled to 99% of the profits.
(3) The legal structure of the business provides the Company with effective 100% control and the business is therefore treated as a fully 
owned subsidiary.
In addition to the above investments, the Company has loaned funds of £950,275 and made contributions to the Driver
Group Employee Benefit Trust, which in turn has purchased shares in the Company. At 30 September 2009 the assets of
the Trust comprised 1,700,645 of the Company’s own shares with a nominal value of £6,803 (2008: £6,803) and a market
value of £1,105,419 (2008: £1,215,961) which were acquired at a cost of £1,242,206. The cost of shares has been deducted
from equity. The net assets of the Trust are available for the benefit of Driver Consult’s and Driver Group’s employees.
Neither the loan from the Company nor the equivalent liability of the Trust is included in debtors or creditors.
12  TRADE AND OTHER RECEIVABLES
Amounts falling due within one year:
2009 2008
£000 £000
Trade receivables 3,704 4,211
Other receivables 4 30
Prepayments and accrued income 831 582
4,539 4,823
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
As at 30 September 2009 trade receivables of £772,000 (2008: £800,000) were past due but not impaired. They relate to
customers against whom no provision is considered necessary. The ageing analysis of these receivables is as follows:
Debt age – “days overdue”
Current (not
30 September 2009 yet overdue) 0-30 days 31-60 days Over 60 days Total
Trade receivables
Value (£’000) 2,932 574 103 95 3,704
% 79% 15% 3% 3% 100%
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
38
12   TRADE AND OTHER RECEIVABLES – continued
Debt age – “days overdue”
Current (not
30 September 2008 yet overdue) 0-30 days 31-60 days Over 60 days Total
Trade receivables
Value (£’000) 3,411 552 180 68 4,211
% 81% 13% 4% 2% 100%
As at 30 September 2009 trade receivables of £310,000 (2008: £96,000) were past due, impaired and provided against.
There were no individually significant receivables included within the provision. The Group takes a prudent view in
assessing the risk of non-payment and considers provision for all debts more than 3 months in arrears unless there are
specific circumstances to indicate that there is little or no risk of non-payment of these older debts. Past due debts which
were not provided against were in relation to non-disputed fees, a significant proportion of which relate to work performed
in the Middle East. Historic experience has demonstrated that non-disputed fees are, in almost all instances, recovered in
due course.
13  TRADE AND OTHER PAYABLES
Amounts payable within one year:
2009 2008
£000 £000
Trade payables 794 642
Social security and other taxes 493 717
Other payables 119 75
Accrued expenses 985 946
2,391 2,380
14  BORROWINGS
An analysis of the maturity of loans is given below:
2009 2008
£000 £000
Current:
Bank overdrafts - 54
Bank loan - 165
Finance lease 13 -
13 219
Non-current falling due between one and two years: 
Finance lease 15 -
Non-current falling due between two and five years:
Bank loan 800 1,000
Finance lease 23 -
823 1,000
The carrying value of liabilities is a reasonable approximation of the fair value.
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
14  BORROWINGS – continued
The bank facilities consisted of the following all of which are with The Royal Bank of Scotland (RBS):-
Facility Interest rate (annual)
Overdraft £1,950,000 2.4% over RBS base rate
Four year loan repayable on 27 February 2012 £1,825,000 1.2% over RBS base rate
At 30 September 2009 the Group had access to a £1,950,000 overdraft facility (net of any cash balances) and had net cash
balances (net of overdraft) of £687,000. The Group's borrowing is secured by debentures over the Group's assets and legal
charges over the long leasehold land and building and the freehold land and building.
15  CASH AND CASH EQUIVALENTS
2009 2008
£000 £000
Cash at bank 687 1,054
Cash and cash equivalent balances are denominated in Sterling, Euros, UAE Dirhams and Omani Rial.
16  DEFERRED TAXATION
Deferred tax liability
2009 2008
£000 £000
At beginning of year 309 341
Credit for the year recognised in Income Statement (8) (10)
Temporary differences on valuation of property at end of year (9) (26)
Deferred tax liability on acquisition - 4
At end of year 292 309
Deferred tax asset:
2009 2008
£000 £000
At beginning of year 37 29
Deferred tax movement 15 37
On share options - (29)
At end of year 52 37
The elements of the deferred tax balances are as follows:
Assets Liabilities
2009 2008 2009 2008
£000 £000 £000 £000
Property revaluation gain - - (262) (271)
Capital allowances in excess of depreciation - - (30) (38)
Other short term temporary differences 52 37 - -
52 37 (292) (309)
Of the total net movement in deferred tax during the year, £9,000 was credited to equity, and the balance was credited to
the Income Statement.
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
40
17 CALLED UP SHARE CAPITAL
Authorised:
Nominal 2009 2008
Number: Class: value: £000 £000
50,000,000 Ordinary 0.4p 200 200
Allotted, issued and fully paid:
Nominal 2009 2008
Number: Class: value: £000 £000
26,379,416 Ordinary 0.4p 106 106
No share options were exercised in the year . Options in respect of 775,000 shares (2008: 435,000) granted to 5 employees
were forfeited in the year .
During the year the following options were granted:
Date Number Exercise period
21 October 2008 200,000 68.5p
3 March 2009 100,000 79.0p
30 June 2009 100,000 67.5p
400,000
At 30 September 2009 the following unexercised share options to acquire ordinary shares granted under The
Driver Group plc Enterprise Management Incentive Scheme were outstanding in respect of 18 employees:
Exercise price
per 0.4p share 2009 2008
Year of grant Exercise period (pence) number number
2006 28-06-2009 to 27-06-2016 73.5p 315,000 815,000
13-09-2009 to 12-09-2016 118.5p 50,000 50,000
2008 01-12-2010 to 03-03-2018 81.9p 1,170,000 1,445,000
21-10-2011 to 20-10-2018 68.5p 200,000 -
2009 03-03-2012 to 02-03-2019 79.0p 100,000 -
30-06-2012 to 29-06-2019 67.5p 100,000 -
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
17  CALLED UP SHARE CAPITAL - continued
SHARE-BASED PAYMENT TRANSACTIONS
Equity-settled share option plan
The Group plan provides for an exercise price which is normally equal to the average quoted market price of the Group
shares on the date of grant. The vesting period is generally between 3 and 10 years. Options issued on 3 March 2008 were
issued at a 10% discount to the average quoted market price and the vesting period was from 1 December 2010 to 3 March
2018. If options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore,
options are forfeited if the employee leaves the Group before the options vest.
2009 2008
Options Weighted Options Weighted
average exercise average exercise
price per share (p) price per share (p)
Outstanding at 1 October 2,310,000 80p 1,160,000 86p
Granted during the year 400,000 71p 1,585,000 82p
Forfeited during the year (775,000) 76p (435,000) 105p
Exercised during the year - - - -
Expired during the year - - - -
Outstanding at 30 September 1,935,000 79p 2,310,000 80p
Exercisable at 30 September 365,000 80p - -
The options outstanding at 30 September 2009 had an exercise price between 67.5p and 118.5p, and a weighted average
remaining contractual life of 8.15 years.
The principal inputs into the Binomial model for options issued during the year are as follows:
2009
Weighted average share price per share on date of grant 67.6p
Weighted average exercise price per share 70.9p
Expected volatility 35%
Expected life of options between 3 and 10 years
Risk free rate (average) 4.2%
Expected dividend yield 4%
Expected volatility was determined by calculating the historical volatility of the Group’s share price and selected quoted
comparable businesses over the previous 260 days. The expected life used in the model has been adjusted, based on
management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The Group recognised a charge of £59,000 (2008: £97,000) relating to equity-settled share-based payment transactions.
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
42
18  LEASES
Finance leases
During the year the Group entered into a lease for printing equipment which is classified as a finance lease as the rental
period amounts to the estimated useful economic life of the assets concerned. The net carrying value of these assets at 
30 September 2009 was £49,000.
Future lease payments are due as follows:
Minimum
lease payments Interest
2009 2009
£000 £000
Not later than one year 13 6
Later than one year and not later than five years 38 6
51 12
The present values of future lease payments are analysed as:
2009 2008
£000 £000
Current liabilities 13 -
Non-current liabilities 38 -
51 -
Operating lease
The total future value of minimum lease payments under non-cancellable operating lease rentals is due as follows:
Land and Other operating
buildings leases
2009 2008 2009 2008
£000 £000 £000 £000
Expiring:
Not later than one year 135 130 - -
Between one and five years 985 338 79 -
1,120 468 79 -
Operating lease rentals represent payables by the Group for rented offices. Leases are negotiated for an average term of 
1 to 5 years and rentals are fixed for an average of 1 to 5 years.
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
19  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments held by the Group, as detailed in this note, are classified as ‘Loans and Receivables’ (cash and cash
equivalents, trade and other receivables) and ‘Financial Liabilities Measured at Amortised Cost’ (trade and other payables,
bank overdrafts, bank loans and loan notes).
The Group’s operations expose it to a variety of financial risks comprising liquidity risk, foreign exchange risk, interest rate
risk and credit risk. The Group has in place risk management policies that seek to limit the adverse effects on the financial
performance of the Group by using various instruments and techniques.
Risk management policies have been set by the Board and applied by the Group. 
(a) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing liquidity is to ensure, as far as possible, that it has sufficient liquidity to meet its liabilities as
they fall due with surplus facilities to cope with any unexpected variances in timing of cash flows.
The Group believes it has sufficient cash and borrowing facilities to meet its operational commitments. At the year end
the Group had the following un-drawn committed facilities in respect of which all conditions precedent had been met:
2009 2008
£000 £000
Un-drawn borrowing facilities at 30 September 3,179 825
Maturity analysis
The table below analyses the Group’s financial liabilities into maturity groupings based on the period outstanding at 
the balance sheet date up to the contractual maturity date. All figures are contracted gross cash flows that have not
been discounted.
30 September 2009
Due within Due between 
1 year 1 and 5 years Total
£000 £000 £000
Non-derivative financial liabilities
Overdrafts - - -
Bank loans - 800 800
Finance lease creditor 13 38 51
Trade and other payables 2,391 - 2,391
Total 2,404 838 3,242
30 September 2008
Due within Due between
1 year 1 and 5 years Total
£000 £000 £000
Non-derivative financial liabilities
Overdrafts 54 - 54
Bank loans 165 1,000 1,165
Trade and other payables 2,380 - 2,380
Total 2,599 1,000 3,599
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
44
19  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
(b) Foreign exchange risk
The Group operates in a number of markets across the world and is exposed to foreign exchange risk arising from
various currency exposures in particular, with respect to the UAE Dirham and Omani Rial both of which are linked to
the US dollar, and to the Euro. The Group is exposed to foreign currency risk arising from recognised assets and
liabilities as well as commitments arising from future trading transactions. The Group selectively uses financial
products to insure against the effect of adverse movements in foreign exchange rates. This includes foreign exchange
contracts and foreign currency borrowing. Reviews are carried out on a monthly basis to assess the level of foreign
exchange exposure and to take any necessary action. As at 30 September 2009 and 30 September 2008 there were no
foreign exchange contracts outstanding. The Group does not operate hedge accounting.
The Group’s exposure to foreign currency net assets / (liabilities) is summarised as follows (in local currency):
2009 2008
‘000 ‘000
Euro 266 104
UAE Dirham 4,472 5,854
Omani Rial (285) 302
The Group earns Euro revenues in the UK and also generates local currency profits in both Oman and the UAE. As a
consequence the Group’s pre-tax income and equity is exposed to movements in Sterling relative to the Euro and to the
UAE Dirham and Omani Rial (the latter two currencies are linked to the US Dollar). The following table represents the
estimated impact on the Group’s pre-tax income and equity from a weakening or strengthening of Sterling relative to
these currencies based on the 2008/9 performance.
Sensitivity analysis - Impact on Income Statement and on equity
% change in Sterling relative to Euro/US Dollar 10% 20% 10% 20%
Income statement Equity
£000 £000 £000 £000
Sterling strengthens relative to Euro (95) (175) (69) (126)
Sterling weakens relative to Euro 117 262 84 189
Sterling strengthens relative to US Dollar (164) (301) (156) (286)
Sterling weakens relative to US Dollar 201 451 191 429
As overseas profits and non-Sterling income grow, the exposure of the Group’s profit and equity to movements in
Sterling relative to the Euro/US Dollar will increase too.
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
19  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
(c) Interest rate risk
The Group is subject to fluctuations in interest rates on its borrowings and cash and cash equivalents. The Group is
aware of the financial products available to insure against adverse movements in interest rates. Formal reviews are
undertaken to determine whether such instruments are appropriate for the Group.
The table below shows the Group’s financial assets and liabilities split by those bearing fixed and floating rates and
those that are non-interest bearing.
30 September 2009
Fixed Floating Non-interest
rate rate bearing Total
£000 £000 £000 £000
Cash and cash equivalents - 687 - 687
Trade and other receivables - - 4,539 4,539
Trade and other payables - - (2,391) (2,391)
Bank overdrafts - - - -
Bank loans - (800) - (800)
Finance lease creditor (51) - - (51)
(51) (113) 2,148 1,984
30 September 2008
Fixed Floating Non-interest
rate rate bearing Total
£000 £000 £000 £000
Cash and cash equivalents - 1,054 - 1,054
Trade and other receivables - - 4,823 4,823
Trade and other payables - - (2,380) (2,380)
Bank overdrafts - (54) - (54)
Bank loans - (1,165) - (1,165)
- (165) 2,443 2,278
Interest rates on bank loans are disclosed in note 14.
Sensitivity analysis
The Group has calculated the following sensitivities based on available data from forward markets for fixed and
floating interest rates and based on forecast average borrowings. Management believe that these reflect the most
probable rate movements.
2009
£000
Impact on Income Statement and equity
1% increase in base rate of interest (20)
2% increase in base rate of interest (40)
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NOTES TO THE FINANCIAL STATEMENTS continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
46
19  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT - continued
(d) Credit risk
The Group’s financial assets are bank balances and trade and other receivables which represent the Group’s maximum
exposure to credit risk in relation to financial assets.
The Group’s credit risk is primarily attributable to its trade receivables. Management has a credit policy in place and
exposure to credit risk is monitored on an on-going basis. Management believe the Group has a wide trade receivable
profile and therefore does not have any significant concentration of risk. The credit quality of trade receivables that are
neither past due nor impaired is considered to be good. The ageing profile of the Group’s debtors is disclosed in note 12.
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. The Group
mitigates risk by using surplus cash deposits to pay down borrowings and by spreading deposits among a range of banks.
(e) Capital management
The Group’s main objective when managing capital is to safeguard the Group’s ability to continue as a going concern in
order to provide returns to shareholders. The Group aims to maintain a strong credit rating and headroom whilst
optimising return to shareholders through an appropriate balance of debt and equity funding. The Group manages its
capital structure and makes adjustments to it with regard to the risks inherent in the business and in light of changes
to economic conditions.
Capital is managed by maximising retained profits after dividend distributions. Working capital is managed in order to
generate maximum conversion of these profits into cash and cash equivalents and dividends are paid from current
year profits, thereby maintaining capital.
The policy for managing debt is to create a smooth debt maturity profile with the objective of ensuring continuity of
funding to meet the Group’s future liquidity requirements.
Capital includes share capital, share premium, merger reserve, currency reserve, capital redemption reserve, other
reserve, own shares and retained earnings reserve. Net debt includes short and long term borrowings (including
overdrafts and lease obligations) net of cash and cash equivalents.
20  RESERVES
Share capital
The share capital account includes the nominal value for all shares issued and outstanding.
Share premium account
The share premium account comprises the premium over nominal value on issued shares. The use of this reserve is
restricted by the Companies Act 2006.
Merger reserve
The excess of the fair value of shares issued by the Company for the acquisition of businesses is credited to the merger
reserve. This is in accordance with S610 of the Companies Act 2006.
Translation reserve
The translation reserve records any exchange differences arising as a result of the translation of foreign currency equity
balances and foreign currency non-monetary items.
Capital redemption reserve
The capital redemption reserve records shares purchased and then cancelled by the Company.
Share-based payment reserve
The corresponding credit associated with the charge for share options is recognised as a credit to the share-based
payment reserve. This reserve has been credited to retained earnings in the year to 30 September 2009.
Minority interest
The minority interest relates to minority shareholdings in North Gate Executive Search Limited, Adjudication Toolkit Limited
and Driver Consult (Oman) LLC (note 11).
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
20  RESERVES - continued
Retained earnings
The retained earnings reserve includes the accumulated profits and losses arising from the Consolidated Income
Statement and certain items from the Statement of Changes in Equity attributable to equity shareholders net of
distributions to shareholders.
Own shares
Own shares consist of shares held by Driver Group Employee Benefit Trust which have not vested at the balance 
sheet date shown as a deduction from shareholders’ equity. Total number of own shares as at 30 September 2009 
was 1,700,645 (2008: 1,700,645).
21  RELATED PARTY TRANSACTIONS
During the financial year, the Group had no transactions with related parties as defined by IAS 24 ‘Related Party
Disclosures’. There were no related party transactions in 2008.
22  ACCOUNTING ESTIMATES AND JUDGEMENTS
Some asset and liability amounts reported in the Financial Statements contain a degree of management estimation and
assumption. There is therefore a risk of significant changes to the carrying amounts for these assets and liabilities within
the next financial year . The estimates and assumptions are made on the basis of information and conditions that exist at
the time of the valuation.
Impairment provisions
Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which
goodwill has been allocated. The value in use calculation requires an entity to estimate the future cash flows expected to
arise from the cash generating unit and a suitable discount rate in order to calculate present value. An impairment review
test has been performed at the reporting date and no impairment has been identified.
Receivables impairment provisions
The amounts presented in the balance sheet are net of allowances for doubtful receivables, estimated by the Group’s
management based on prior experience and their assessment of the present value of estimated future cash flows. At the
balance sheet date a £310,000 (30 September 2008: £96,000) provision was required. Any future increase to the provision
would lead to a corresponding reduction in reported profits and total assets.
Intangibles in an acquired business
Estimates and judgments used in assessing the value of intangibles in an acquired business are outlined in the
accounting policies note (note1) in the section ‘Business combinations’.
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DRIVER GROUP PLC (COMPANY) BALANCE SHEET
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
48
2009 2008
Notes £000 £000 £000 £000
FIXED ASSETS
Tangible assets 24 2,990 3,052
Investments 25 3,335 3,319
6,325 6,371
CURRENT ASSETS
Debtors 26 1,307 1,461
Deferred tax asset 30 36 -
Cash at bank and in hand - 582
1,343 2,043
CREDITORS
Amounts falling due within one year 27 (765) (1,746)
NET CURRENT ASSETS 578 297
TOTAL ASSETS LESS CURRENT LIABILITIES 6,903 6,668
CREDITORS
Amounts falling due after 
more than one year 28 (838) (1,000)
PROVISIONS FOR LIABILITIES 30 (17) (22)
NET ASSETS 6,048 5,646
CAPITAL AND RESERVES
Called up share capital 31 106 106
Share premium 32 2,649 2,649
Merger reserve 32 1,493 1,493
Revaluation reserve 32 1,068 1,068
Capital redemption reserve 32 18 18
Other reserve 32 - 181
Profit and loss account 32 1,956 1,373
Own shares 33 (1,242) (1,242)
SHAREHOLDERS' FUNDS 34 6,048 5,646
The Financial Statements were approved by the Board of Directors, authorised for issue on and signed their behalf by:
Colin White
Finance Director
18 January 2010
Company Number: 3475146
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The following accounting policies have been applied
consistently in dealing with items which are considered
material in relation to the Financial Statements.
Basis of preparation
The Financial Statements have been prepared under the
historical cost convention, as modified by the revaluation of
certain assets, and in accordance with Applicable
Accounting Standards.
Cash flow statement
The company has taken advantage of the exemption
permitted by UK GAAP not to present a cash
flow statement.
Tangible fixed assets
Long leasehold land and buildings are included at
valuation. The Directors will perform periodic valuations
and annual impairment reviews in accordance with FRS 15
and FRS 11.
Depreciation is provided on other assets at the following
annual rates in order to write off each asset over its
estimated useful life.
Buildings - 2% on reduction
Fixtures and fittings - 10% on cost
Technical library - 10% on cost
Computer equipment - 25% on cost
Investments
Investments are included at cost, less amounts written off.
Deferred tax
Deferred tax is recognised in respect of timing differences
that have originated but not reversed at the balance sheet
date. A deferred tax asset is recognised only to the extent
that it is probable that future taxable profits will be
available against which the asset can be utilised. Deferred
tax balances are not discounted.
Foreign currencies
Assets and liabilities in foreign currencies are translated
into Sterling at the rates of exchange ruling at the balance
sheet date. Transactions in foreign currencies are translated
into Sterling at the rate of exchange ruling at the date of
transaction. Exchange differences are taken into account in
arriving at the operating result.
Leases
Where substantially all of the risks and rewards incidental
to ownership of a leased asset have been transferred to the
Company (a “finance lease”), the asset is treated as if it had
been purchased outright. The amount initially recognised as
an asset is the lower of the fair value of the leased property
and the present value of the minimum lease payments
payable over the term of the lease. The corresponding lease
commitment is shown as a liability. Lease payments are
analysed between capital and interest. The interest element
is charged to the Profit and Loss Account over the period of
the lease and is calculated so that it represents a constant
proportion of the lease liability. The capital element reduces
the balance owed to the lessor . 
Where substantially all of the risks and rewards incidental to
ownership are not transferred to the Company (an “operating
lease”), the total rentals payable under the lease are charged
to the Profit and Loss Account on a straight-line basis over
the lease term. The aggregate benefit of lease incentives is
recognised as a reduction of the rental expense over the
lease term on a straight-line basis.
The land and buildings elements of property leases are
considered separately for the purposes of lease classification.
Pensions
The Group operates a defined contribution pension scheme.
Contributions payable for the year are charged in the profit
and loss account as incurred.
Employee Benefit Trust
In accordance with UITF abstract 38, any payments made to
the Trust established for the benefit of the Group's
employees are treated as the exchange of one asset for
another . Accordingly, the assets of the Trust, and any
liabilities it has, are recognised on the Company's Balance
Sheet and are deducted from equity. Assets which vest
unconditionally in beneficiaries of the Trust cease to be
recognised as assets of the Company. Any income or
expenditure incurred by the Trust is recognised in the
Company's accounts.
Share-based payment transactions
The cost of share options awarded to employees measured
by reference to their fair value at the date of grant is
recognised over the vesting period of the options based on
the number of options which in the opinion of the Directors
will ultimately vest. The fair value of the options granted is
measured using an option pricing model, taking into
account the terms and conditions upon which the options
were granted. The cost of the share options is charged 
to the profit and loss account and transferred to 
other reserves.
Dividends on shares presented within shareholders’ funds
Dividends unpaid at the balance sheet date are only
recognised as a liability at that date to the extent that they
are appropriately authorised and are no longer at the
discretion of the Company. Unpaid dividends that do not
meet these criteria are disclosed in the notes to the
Financial Statements.
49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - COMPANY
For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
59930_DRIVER_REPORT 1-60_mk2.pdf   48 59930_DRIVER_REPORT 1-60_mk2.pdf   48 28/01/2010   11:06 28/01/2010   11:06 24  TANGIBLE FIXED ASSETS
Land and buildings
Long Fixtures Technical Computer
Freehold Leasehold and fittings library equipment Total
£000 £000 £000 £000 £000 £000
COST OR VALUATION
At 1 October 2008 760 1,987 286 10 566 3,609
Additions - - 3 - 105 108
At 30 September 2009 760 1,987 289 10 671 3,717
DEPRECIATION
At 1 October 2008 13 34 104 2 404 557
Charge for year 13 34 29 1 93 170
At 30 September 2009 26 68 133 3 497 727
NET BOOK VALUE
At 30 September 2009 734 1,919 156 7 174 2,990
At 30 September 2008 747 1,953 182 8 162 3,052
Included in computer equipment were assets held under finance leases with a net book value of £49,000 (2008: nil) and a
depreciation charge of £9,000 (2008: nil).
Cost or valuation at 30 September 2009 is represented by:
Land and buildings
Long Fixtures Technical Computer
Freehold Leasehold and fittings library equipment Total
£000 £000 £000 £000 £000 £000
Valuation in 2008 - 1,987 - - - 1,987
Cost 760 - 289 10 671 1,730
760 1,987 289 10 671 3,717
The long leasehold land and building was revalued as at 30 September 2007 by Trevor Dawson, an independent firm of
Chartered Surveyors, on an open market existing use basis. This value was adjusted downwards as at 30 September 2008
by the Directors in line with their estimation of the average reduction in commercial property values in the area and the
Directors believe that the net book value fairly reflects the value of the land and buildings as at 30 September 2009.
If the long leasehold land and building had not been revalued, it would have been included at the following historical 
gross cost:
2009 2008
£000 £000
Gross cost 919 919
For the year ended 30 September 2009
NOTES TO THE FINANCIAL STATEMENTS - COMPANY
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
50
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
25  FIXED ASSET INVESTMENTS
Shares in Group
Undertakings
£000
COST
At 1 October 2008 3,319
Additional Capital Investment 59
Dissolution of subsidiary
(1)
(43)
At 30 September 2009 3,335
NET BOOK VALUE
At 30 September 2009 3,335
At 30 September 2008 3,319
The Company has direct or indirect interests in the following subsidiaries which are included in the Consolidated 
Financial Statements:
Country Percentage
of registration Principal of ordinary
Subsidiary undertakings or incorporation activity shares held
Driver Consult Limited England and Wales Construction consultancy services 100%
Driver Consult NV Belgium Construction consultancy services 100%
(1)
North Gate Executive Search Limited England and Wales Recruitment consultancy services 75%
Adjudication Toolkit Limited England and Wales Construction adjudication software 51%
St. Crispin Properties Limited England and Wales Dormant 100%
BWS Consulting Limited England and Wales Dormant 100%
Commercial Management Consultants Ltd England and Wales Construction consultancy services 100%
Driver Consult (Oman) LLC Oman Construction consultancy services 65%
(2)
Driver Project Services (UAE) LLC Abu Dhabi Construction consultancy services 49%
(3)
(1) The interest in Driver Consult NV comprised 100 bearer shares, 99 of which were held by Driver Group plc and 1 by Driver Consult Limited. 
This business was dissolved by the Company during the year .
(2) The Company is entitled to 99% of the profits.
(3) The legal structure of the business provides the Company with effective 100% control and the business is therefore treated as a fully 
owned subsidiary.
In addition to the above investments, the Company has loaned funds of £950,275 and made contributions to the Driver
Group Employee Benefit Trust, which in turn has purchased shares in the Company. At 30 September 2009 the assets of
the Trust comprised 1,700,645 of the Company’s own shares with a nominal value of £6,803 (2008: £6,803) and a market
value of £1,105,419 (2008: £1,215,961) which were acquired at a cost of £1,242,206. The cost of shares has been deducted
from equity. The net assets of the Trust are available for the benefit of Driver Consult’s and Driver Group’s employees.
Neither the loan from the Company nor the equivalent liability of the Trust is included in debtors or creditors.
26  DEBTORS
Amounts falling due within one year:
2009 2008
£000 £000
Trade debtors 62 18
Amounts owed by Group undertakings 998 1,302
Prepayments and accrued income 247 141
1,307 1,461
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NOTES TO THE FINANCIAL STATEMENTS - COMPANY continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
52
27  CREDITORS
Amounts falling due within one year:
2009 2008
£000 £000
Bank loan and overdrafts (note 29) 201 219
Trade creditors 129 106
Amounts owed to Group undertakings - 787
Corporate tax 36 62
Social security and other taxes 35 7
Accrued expenses 351 565
Finance lease creditor 13 -
765 1,746
28  CREDITORS 
Amounts falling due after more than one year:
2009 2008
£000 £000
Bank loan (note 29) 800 1,000
Finance lease creditor 38 -
838 1,000
29  BANK LOAN AND OVERDRAFTS
An analysis of the maturity of loans is given below:
2009 2008
£000 £000
Amounts falling due within one year or on demand:
Bank overdrafts 201 54
Bank loan - 165
Finance lease 13 -
214 219
Amounts falling due between one and two years: 
Finance lease 15 -
Amounts falling due between two and five years:
Bank loan 800 1,000
Finance lease 23 -
823 1,000
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
29  BANK LOAN AND OVERDRAFTS - continued
The Company is party to a Group banking arrangement. Under this arrangement the facilities consisted of the following 
all of which are with The Royal Bank of Scotland (RBS):
Facility Interest rate (annual)
Overdraft £1,950,000 2.4% over RBS base rate
Four year loan repayable on 27 February 2012 £1,825,000 1.2% over RBS base rate
At 30 September 2009 the Group had access to a £1,950,000 overdraft facility (net of any cash balances) and had net cash
balances (net of overdraft) of £687,000. The Group's borrowing is secured by debentures over the Group's assets and legal
charges over the long leasehold land and building and the freehold land and building.
30 PROVISION FOR LIABILITIES
The elements of deferred tax balances are as follows:
Assets Liabilities
2009 2008 2009 2008
£000 £000 £000 £000
Capital allowances in excess of depreciation - - (17) (37)
Other timing differences 36 - - 15
36 - (17) (22)
Assets Liabilities
£000 £000
At 1 October 2008 - (22)
Decrease in provision - 5
Increase in asset 36 -
At 30 September 2009 36 (17)
If the Company’s land and buildings were sold at their revalued amount an estimated tax liability of approximately
£262,000 (2008: £300,000) would arise.
31  CALLED UP SHARE CAPITAL
Authorised:
Nominal 2009 2008
Number: Class: value: £000 £000
50,000,000 Ordinary 0.4p 200 200
Allotted, issued and fully paid:
Nominal 2009 2008
Number: Class: value: £000 £000
26,379,416 Ordinary 0.4p 106 106
No share options were exercised in the year . Options in respect of 775,000 shares (2008: 435,000) granted to 5 employees
were forfeited in the year .
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NOTES TO THE FINANCIAL STATEMENTS - COMPANY continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
54
31  CALLED UP SHARE CAPITAL - continued
During the year the following options were granted:
Date Number Exercise price
21 October 2008 200,000 68.5p
3 March 2009 100,000 79.0p
30 June 2009 100,000 67.5p
400,000
At 30 September 2009 the following unexercised share options to acquire ordinary shares granted under the Driver Group plc
Enterprise Management Incentive Scheme were outstanding in respect of 18 employees: 
Exercise price
per 0.4p share 2009 2008
Year of grant Exercise period (pence) number number
2006 28-06-2009 to 27-06-2016 73.5p 315,000 815,000
13-09-2009 to 12-09-2016 118.5p 50,000 50,000
2008 01-12-2010 to 03-03-2018 81.9p 1,170,000 1,445,000
21-10-2011 to 20-10-2018 68.5p 200,000 -
2009 03-03-2012 to 02-03-2019 79.0p 100,000 -
30-06-2012 to 29-06-2019 67.5p 100,000 -
Equity-settled share option plan
The Group plan provides for an exercise price which is normally equal to the average quoted market price of the Group
shares on the date of grant. The vesting period is generally between 3 and 10 years. Options issued on 3 March 2008 were
issued at a 10% discount to the average quoted market price and the vesting period was from 1 December 2010 to 3 March
2018. If options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore,
options are forfeited if the employee leaves the Group before the options vest. The weighted average exercise price per
share at 30 September 2009 was 70.9p.
32  RESERVES
Capital Profit 
Share Merger
(1)
Revaluation redemption Other and loss
Premium reserve reserve reserve reserves account
£000 £000 £000 £000 £000 £000
At 1 October 2008 2,649 1,493 1,068 18 181 1,373
Profit for the year - - - - - 1,083
Dividends - - - - - (740)
Share-based payments - - - - - 59
Reserves transfer
(2)
- - - - (181) 181
At 30 September 2009 2,649 1,493 1,068 18 - 1,956
(1) In the prior year an amount of £1,493,000 was classified in the share premium account in relation to shares issued for the acquisition of
CMC. On review this amount is now included in the merger reserve which is consistent with the consolidated accounts.
(2) In the prior year share-based payment expenses were credited to other reserves. This has been reclassified against retained earnings in the
current year.
33  OWN SHARES
£000
At 1 October 2008 and 30 September 2009 1,242
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For the year ended 30 September 2009
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
34  RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2009 2008
£000 £000
Profit for the financial year 1,083 1,570
Dividends (740) (672)
Proceeds from issue of shares - 1,500
Share-based payments 59 97
Revaluation in year - (270)
Net addition to shareholders' funds 402 2,225
Opening shareholders' funds - equity 5,646 3,421
Closing shareholders' funds - equity 6,048 5,646
35  COMMITMENTS
Annual commitments under non-cancellable operating leases are as follows:
Land and Other operating
buildings leases
2009 2008 2009 2008
£000 £000 £000 £000
Expiring:
Within one year - 63 - -
Between one and five years 263 60 33 -
263 123 33 -
36 EMPLOYEES
Staff costs including Directors’ remuneration:
2009 2008
£000 £000
Wages and salaries 996 1,114
Social security costs 87 125
Other pension costs 63 76
Share-based payments 22 18
1,168 1,333
The average number of persons employed by the Company, including Directors, during the year was as follows:
2009 2008
By role:
Directors 5 5
Administration 10 18
15 23
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NOTES TO THE FINANCIAL STATEMENTS - COMPANY continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
56
37  RELATED PARTY TRANSACTIONS
The Directors have reviewed transactions with Related Parties and determined the following disclosures are required 
by FRS 8.
Transactions with North Gate Executive Search Limited
Year ended Year ended
30 September 30 September
2009 2008
££
Expenses paid/incurred on behalf of subsidiary 91,767 80,957
Cash advances to subsidiary 135,000 41,000
Cash advances from subsidiary (145,000) (220,000)
Balance due from/(to) at the year end 60,990 (20,777)
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DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
The Annual General Meeting will be held at IoD Hub,
1st Floor, Peter House, Oxford Street, Manchester, M1 5AN,
on Wednesday 24 February 2010 commencing at 3.00 p.m.
There are a number of items of ordinary and special
business that will be dealt with at the Annual General
Meeting. These are set out in the resolutions 1 to 8 in 
the Notice of the Annual General Meeting at the end of 
the document.
A brief explanation of the resolutions that will be proposed
is set out below.
ORDINARY BUSINESS
Resolution 1, which will be proposed as an ordinary
resolution, will receive and adopt the accounts for the year
ended 30 September 2009, together with the reports of the
directors and auditors thereon.
Resolution 2, which will be proposed as an ordinary
resolution, will declare a final dividend of 1.0p per share,
making a total dividend of 2.0p per share for the year ended
30 September 2009.
Resolution 3, which will be proposed as an ordinary
resolution, will re-elect Keith Kirkwood, who retires by
rotation, as director of the Company. He is eligible to stand
for re-election and it is recommended that he is re-elected.
Resolution 4, which will be proposed as an ordinary
resolution, will re-elect David Webster, who retires by
rotation, as director of the Company. He is eligible to stand
for re-election and it is recommended that he is re-elected.
Resolution 5, which will be proposed as an ordinary
resolution, will re-appoint BDO LLP as auditors of the 
Company and authorise the directors to determine their
remuneration. In accordance with Company law, 
the Company is required to appoint auditors at each
general meeting at which accounts are laid before 
the shareholders.
Resolution 6, which will be proposed as an ordinary
resolution, will grant authority to the directors to allot
shares in the Company and to grant rights to subscribe for
or to convert into shares in the Company up to an aggregate
nominal amount of £35,172.55, being equivalent to 
one-third of the current issued share capital of the Company.
This authority will expire on the date of the next annual
general meeting of the Company or on 24 May 2011,
whichever is earlier .
SPECIAL BUSINESS 
Resolution 7, which will be proposed as a special
resolution, will disapply statutory pre-emption rights. It 
will disapply, until the next annual general meeting of the
Company or 24 May 2011, whichever is earlier, the
statutory pre-emption rights for any allotment of shares in
connection with pro-rata issues of new shares to existing
shareholders, grants of employee options and otherwise in
respect of allotments of shares for cash up to an aggregate
nominal amount of £10,551.77, which is equivalent to 
10 per cent of the existing share capital of the Company.
Resolution 8, which will be proposed as a special
resolution, will grant authority to the Company to make
market purchases of up to 2,637,942 ordinary shares
(representing 10 per cent of its present issued share
capital) at a minimum price of 0.4p per share and a
maximum price of not more than 5 per cent above the
average of the market values of those shares as derived
from the London Stock Exchange Daily Official List for 
the 5 business days before the purchase is made, such
authority to expire on the earlier of 24 May 2011 or the
date of the next annual general meeting of the Company.
This proposal should not be taken as an indication that the
Company would purchase shares at any particular price or
indeed at all, and the directors will only consider making
purchases if they believe that to do so would result in the
best interest of the shareholders generally.
Copies of the register of directors’ interests (and their
families) in shares of the Company and their service
contracts (other than contracts expiring or determinable 
by the Company in less than one year) will be available for
inspection at the place of the Annual General Meeting for
15 minutes prior to and during the meeting.
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NOTICE OF ANNUAL GENERAL MEETING 
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
58
Notice is given that the Annual General Meeting of the
Company will be held at IoD Hub, 1st Floor, Peter House,
Oxford Street, Manchester, M1 5AN on Wednesday 
24 February 2010 at 3.00 p.m., for the purposes of
considering and, if thought fit, passing the following
resolutions which in the case of resolution numbers 1 to 6
will be proposed as ordinary resolutions and, in the case of
resolutions 7 and 8 will be proposed as special resolutions.
ORDINARY BUSINESS
1. To receive and adopt the accounts of the Company for
the year ended 30 September 2009, together with the
reports of the directors and the auditors thereon.
2. To declare a final dividend of 1.0p per share, making a
total dividend of 2.0p per share for the year ended 
30 September 2009.
3. To re-elect Keith Kirkwood, who retires by rotation, as a
director of the Company.
4. To re-elect David Webster, who retires by rotation, as a
director of the Company.
5. To re-appoint BDO LLP, 3 Hardman Street,
Spinningfields, Manchester M3 3AT as auditors of 
the Company and to authorise the directors to agree
their remuneration.
6. THAT in substitution for any existing authorities:
(a) in accordance with Section 551 of the Companies
Act 2006 (the “Act”) the directors be and are hereby
generally and unconditionally authorised to exercise
all the powers of the Company to allot shares in the
Company and to grant rights to subscribe for or to
convert into shares in the Company (“Rights”)
within the terms of the following restrictions and
provisions, namely:
(i) this authority shall (unless previously revoked,
varied or renewed by the Company in general
meeting) expire 15 months after the date of
passing of this resolution or at the conclusion of
the next annual general meeting of the
Company whichever first occurs, and
(ii) this authority shall be limited to the allotment of
shares and grant of Rights up to an aggregate
nominal amount of £35,172.55;
(b) for the purpose of sub-paragraph (a) above, the said
power shall allow and enable the directors to make
an offer or agreement which would or might require
shares to be allotted or Rights to be granted after
such expiry and the directors may allot shares and
grant Rights in pursuance of such an offer or
agreement as if the power conferred hereby had 
not expired.
SPECIAL BUSINESS
7. THAT in substitution of any existing authorities:
(a) conditionally upon the passing of Resolution 6 above
and in accordance with Sections 570 and 573 of the
Act, the directors be and are hereby given power to
allot equity securities (as defined in Section 560 of
the Act) for cash pursuant to the authority conferred
by Resolution 6 or by way of a sale of treasury
shares above, as if Section 561(1) of the Act did not
apply to any such allotment provided that:
(i) the power hereby granted shall be limited:
(aa) to the allotment of equity securities in
connection with or pursuant to an offer of
equity securities to the holders of shares in
the Company and other persons entitled to
participate therein, in the proportion (as
nearly as may be) to such holders’ holdings
of such shares (or, as appropriate, to the
number of shares which such other
persons are for these purposes deemed to
hold) subject only to such exclusions or
other arrangements as the directors may
feel necessary or expedient to deal with
treasury shares, fractional entitlements or
the regulations or any legal or practical
problem under the laws of any territory or
requirements of any recognised regulatory
body or stock exchange in any territory;
(bb) to the grant of options to subscribe for
shares in the Company, and the allotment
of such shares pursuant to the exercise of
options granted, under the terms of any
share option scheme adopted or granted
by the Company; and
(cc) to the allotment of equity securities,
otherwise than pursuant to sub-
paragraphs (aa) and (bb) above, up to an
aggregate nominal value of £10,551.77
representing 10 per cent. of the 
Company’s issued share capital at 
26 January 2010; and
(ii) the power hereby granted shall expire (unless
previously revoked, varied or renewed in
general meeting) 15 months after the date of
passing of this resolution or at the conclusion 
of the next annual general meeting of the
Company whichever first occurs; and
(b) for the purpose of sub-paragraph (a) above, the 
said power shall allow and enable the directors to
make an offer or agreement before the expiry of 
the said power which would or might require equity
securities to be allotted after such expiry pursuant
to such offer or agreement as if the power
conferred herein had not expired.
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Driver Group Plc (the "Company")
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
8. THAT the Company be and is hereby generally and
unconditionally authorised for the purposes of Section
701 of the Act to make market purchases (within the
meaning of Section 693(4) of the Act) of ordinary shares
of 0.4p each in the capital of the Company (“Ordinary
Shares”), and Ordinary Shares so purchased shall be
treated as provided in either Section 706 or Section 724
of the Act (as appropriate) provided that:
(a) the maximum aggregate number of Ordinary
Shares hereby authorised to be purchased 
is 2,637,942;
(b) the minimum price (excluding expenses) which may
be paid for each Ordinary Share is 0.4p;
(c) the maximum price (excluding expenses) which may
be paid for each Ordinary Share is not more than 
5 per cent. above the average of the middle market
quotations for an Ordinary Share as derived from 
the London Stock Exchange Daily Official List for 
the five business days immediately preceding the
day on which the Ordinary Share is purchased; and
(d) the authority hereby conferred shall expire 15
months after the date of the passing of this
resolution or at the conclusion of the next annual
general meeting of the Company whichever first
occurs (except in relation to the purchase of
Ordinary Shares the contract for which was
concluded before such date and which would or
might be executed wholly or partly after such date
unless such authority is renewed prior to such time).
By order of the Board: Registered Office:
Thomas Hugh Ferns Driver House
Secretary 4 St. Crispin Way
Haslingden
Rossendale
Lancashire
26 January 2010 BB4 4PW
NOTES: 
Entitlement to Attend and Vote
1. The Company, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, specifies
that only those shareholders registered in the register
of members of the Company as at 6.00 p.m. on 
22 February 2010 or, in the event that the meeting is
adjourned, in the register of members 48 hours before
the time of any adjourned meeting, shall be entitled to
attend or vote at the aforesaid general meeting in
respect of the number of shares registered in their
name at the relevant time. Changes to entries in the
register of members after 6.00 p.m. on 22 February
2010 or, in the event that the meeting is adjourned, in
the register of members less than 48 hours before the
time of any adjourned meeting, shall be disregarded in
determining the rights of any person to attend or vote 
at the Annual General Meeting.
Right to Appoint a Proxy
2. If you are a member of the Company at the time set out
in note 1 above, you are entitled to appoint one or more
proxies to exercise all or any of your rights to attend,
speak and vote (on a show of hands and on a poll) at the
Annual General Meeting and you should have received a
proxy form with this notice of Annual General Meeting.
You can only appoint a proxy using the procedures set
out in these notes and the notes to the proxy form.
3. You may only appoint more than one proxy, provided
each proxy is appointed to exercise the rights attached
to different shares. You may NOT appoint more than one
proxy to exercise rights attached to the same shares.
4. A proxy does not need to be a member of the Company
but must attend the meeting to represent you.
Appointing a Proxy
5. Details of how to appoint the Chairman of the Annual
General Meeting or another person as your proxy using
the proxy form are set out in the notes to the proxy
form. If you wish your proxy to speak on your behalf at
the Annual General Meeting you will need to appoint
your own choice of proxy (not the Chairman) and give
your instructions directly to them.
6. The notes to the proxy form explain how to direct 
your proxy how to vote on each resolution or withhold
their vote.
7. To appoint a proxy using the proxy form, the form must be:
• completed and signed;
• sent or delivered to Neville Registrars Limited,
Neville House, 18 Laurel Lane, Halesowen B63 3DA;
and
• received by Neville Registrars Limited no later than
3.00 p.m. on Monday 22 February 2010.
8. In the case of a member which is a company, the proxy
form must be executed under its common seal or
signed on its behalf by an officer of the company or an
attorney for the company.
9. Any power of attorney or any other authority under
which the proxy form is signed (or a duly certified copy
of such power or authority) must be included with the
proxy form.
10. In the case of joint holders, the signature of only one of
the joint holders is required on the proxy form, but the
names of all joint holders should be stated. Where
more than one of the joint holders purports to appoint a
proxy, only the appointment submitted by the most
senior holder will be accepted. The vote (whether in
person or by proxy) of the first named on the register of
member of the Company will be accepted to the
exclusion of the other joint holders.
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NOTICE OF ANNUAL GENERAL MEETING continued
DRIVER GROUP PLC ANNUAL REPORT & ACCOUNTS 2009
60
11. In order to revoke a proxy instruction, you will need to
inform the Company by sending a signed hard copy
notice clearly stating your intention to revoke your proxy
appointment to Neville Registrars Limited, Neville
House, 18 Laurel Lane, Halesowen B63 3DA. In the case
of a member which is a company, the revocation notice
must be executed under its common seal or signed on
its behalf by an officer of the company or an attorney
for the company. Any power of attorney or any other
authority under which the revocation notice is signed
(or a duly certified copy of such power or authority)
must be included with the revocation notice. The
revocation notice must be received by Neville Registrars
Limited no later than 3.00 p.m. on Monday 22 February
2010. If you attempt to revoke your proxy appointment
but the revocation is received after the time specified
then, subject to the paragraph below, your proxy
appointment will remain valid.
12. The return of a completed proxy form will not prevent
you, being a member of the Company, from attending
the Annual General Meeting and voting in person. If you
have appointed a proxy and attend the Annual General
Meeting in person, your proxy appointment will
automatically be terminated.
Corporate representatives
13. A corporation which is a member can appoint one or
more corporate representatives who may exercise, on
its behalf, all its powers as a member provided that no
more than one corporate representative exercises
powers over the same shares.
Documents on Display
14. A statement of the Directors’ interests and their service
contracts will be available for inspection at the place of
the Annual General Meeting for at least 15 minutes
prior to and during the Annual General Meeting.
Communication
15. Proxy forms may NOT be submitted via the Company’s
website or via any e-mail address set out on the
Company’s website.
16. You may NOT use any electronic address provided
either in this notice or any related documents (including
the Chairman’s letter, the proxy form and any
revocation notice) to communicate with the Company
for any purpose other than those expressly stated.
59930_DRIVER_REPORT 1-60_mk2.pdf   59 59930_DRIVER_REPORT 1-60_mk2.pdf   59 28/01/2010   11:06 28/01/2010   11:06 Designed by www.octopusdesigngroup.com
01 Contents
02 Highlights
03 Driver Group plc
05 Chairman’s Statement
07 Chief Executive’s Report
09 Finance Director’s Review
11 Directors
13 Company Secretary and Advisers
14 Report of the Directors  
16 Corporate Governance
17 Directors’ Remuneration Report
18 Statement of Directors’ Responsibilities
19 Report of the Independent Auditors
21 Consolidated Income Statement
22 Consolidated Balance Sheet
23 Consolidated Cash Flow Statement
24 Consolidated Statement of Changes in Equity
25 Summary of Significant Accounting Policies
29 Notes to the Financial Statements
48 Driver Group plc (Company) Balance Sheet
49 Summary of Significant Accounting Policies - Company
50 Notes to the Financial Statements - Company
57 Annual General Meeting Notes and Explanations
58 Notice of Annual General Meeting 
61892_OCTOPUS_Driver Group_cover.pdf   2 61892_OCTOPUS_Driver Group_cover.pdf   2 28/01/2010   11:06 28/01/2010   11:06 Annual Report & Accounts 2009
Driver Group plc
Registered Office:
Driver House
4 St. Crispin Way
Haslingden
Rossendale
Lancashire
BB4 4PW
Tel: +44 (0)1706 223 999
Fax: +44 (0)1706 219 917
E-mail: info@drivergroupplc.com
www.drivergroupplc.com
DriverGroupplc AnnualReport&Accounts2009
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