Focus Solutions Group plc
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Tel: +44 (0) 1926 468300
Fax: +44 (0) 1926 468400
www.focus-solutions.co.uk
Annual Report & Accounts Year Ending March 2003
Focus Solutions Group plc Contents
1 Key Highlights
2 Technology
3 Solutions
5 Chairman’s Statement
7 Chief Executive’s Statement
10 Board of Directors
11 Directors’ Statement on Corporate Governance
13 Directors’ Report
15 Remuneration and Nomination Committee’s Report
18 Directors’ Responsibilities
19 Auditors’ Report
20 Consolidated Profit and Loss Account
21 Group Balance Sheet
22 Company Balance Sheet
23 Consolidated Cash Flow Statement
24 Notes to the Financial Statements
ibc Advisers and Shareholder Information
There are two key elements to Our Strategy:
Focus Solutions Group design, deliver and implement
customer management solutions for the UK life and pensions
market, using goal:technology, its innovative XML toolkit.
– to become the leading provider of e-trading solutions to the financial
services market, built using goal:technology
– to exploit the potential of goal:technology in new markets
through partners
Advisers and Shareholder Information
Company Number
3911357 (England and Wales)
Registered Office
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Nominated Advisor and Nominated Broker
Evolution Beeson Gregory plc
The Registry
Royal Mint Court
London EC3N 4LB
Solicitors
Hammonds
Rutland House
148 Edmund House
Birmingham B3 2JR
Wragge & Co LLP
55 Colmore Row
Birmingham
B3 2AS
Financial Calendar
Annual General Meeting 24 July 2003
Announcement of Interim Results 2003/4 November 2003
Announcement of Results 2003/4 June 2004
Auditors
Deloitte & Touche
Four Brindleyplace
Birmingham B1 2HZ
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Principal Bankers
Barclays Bank plc
Birmingham Corporate Banking Centre
PO Box 5960
15 Colmore Row
Birmingham B3 2EP
Standard Life Bank Limited
Standard Life House
30 Lothian Road
Edinburgh EH1 2DH
Anglo Irish Bank Corporation plc
10 Old Jewry
London EC2R 8DN 1
160
140
120
100
80
60
40
20
0
FY2000     FY2001    FY2002  FY2003
147
129
56
38
Revenue Growth £’000s
7000
6000
5000
4000
3000
2000
1000
500
0
FY2000     FY2001     FY2002   FY2003
721
2,273
5,073
6,583
Operating Loss %*
As a percentage of turnover
Gary Muchmore - Sales Consultant
Key Highlights
Turnover increased by 30% to £6.6 million (2002: £5.1 million)
Operating loss* decreased by 13% to £2.5 million (2002: £2.9 million)
and reduced in the second half to £0.7 million (1H 2003: £1.8 million)
Operating loss* for continuing UK operations decreased by 50% 
to £1.4m (2002: £2.9 million) and reduced to £0.1 million in the
second half (1H 2003: £1.3 million)
Operating loss of £3.0 million (2002: £2.9 million)
Cash and money market deposits of £1.7 million (2002: £4.6 million);
debt free
Recurring revenue increased to £1.2 million, 17% of turnover 
(2002: 11%)
Major contract wins during the year include:
– £960,000:  one of the top 5 insurance companies
– £400,000:  Misys IFA Services
– £250,000:  Zurich Advice Network (ZAN)
* before re-organisation costs, amortisation of goodwill and tax (see consolidated profit 
& loss account for reconciliation) 2 Focus Solutions Annual Report & Accounts 2003
Technology
goal:technology is a collaborative 
XML based toolkit that enables the rapid
development of components to automate
business processes.
The products within the goal:technology
toolkit work together to create a ‘build’ and
‘view’ functionality, with both Microsoft
and Java applications of the technology for
use in online and offline environments.
goal:technology has specific benefits
that make it unique and a portfolio of 
real life proof points that demonstrate 
its capability.
Easy to change
goal:technology separates the business
intent of an application from the execution
of the application (the what from the how).  
Ease of use
goal:technology has a user friendly
interface for the business user who is not
experienced in programming.  The toolkit’s
easy to use functionality reduces training
requirements. 
Speed of use
Business components can be built and
deployed rapidly to provide speed to
market, essential for today’s competitive
market conditions.
Build once and deploy many
goal:technology generates XML that
reduces test requirements and enables
business components to be reused in 
a practical manner in any distribution
channel.
goal:technology adds benefit to any
organisation that has complex business
processes.  It can be deployed across
multiple channels to multiple markets
directly or integrated into a partner
solution. 
‘goal:technology achieves excellent business benefits, both 
in providing an efficient run-time environment for its XML-based
applications, and in simplifying the design and development of the
applications for accessibility by non-technical users.’ Butler Group, May 2003
Delivering benefit using
goal:technology 3
Focus has a portfolio of solutions for the
life and pensions market built using
goal:technology. 
Focus’ key offering to the life and pensions
market is MCA (Multi Channel Advice). MCA
is a solution that enables organisations 
to attract, acquire, service and develop
customers via a number of different
distribution channels. MCA enables an
insurance provider to automate their sales
process from lead management to policy
underwriting by building a series of 
re-usable components. 
These components can be easily amended,
added to, linked together and then
deployed in any distribution channel
including Independent Financial Adviser
(IFA) portal, IFA extranet, Point of Sale
solution for direct sales or appointed
representatives, a consumer website or via
a call centre. 
MCA enables insurance providers to:
Accelerate speed to market
New product components can be built
and deployed rapidly and then changed 
in response to legislative and product
requirements.
Enhance ROI by multi-channel reuse
Once built, that same business component
can be reused in any sales distribution
channel.
Exploit existing investment
Solutions can be integrated with existing
systems and added to on an incremental
basis.
Increase sales
Enhanced efficiency of the sales process
leads to increased volumes.
Enhanced service offering
Insurers can offer an improved service to
tied and independent advisers reducing
errors and speeding up the sales cycle.
Focus, incorporating goal:technology
is well established within the UK life and
pensions market and is currently used by
over 70% of the leading life and pensions
organisations. 
Solutions
Delivering benefit to the Life
and Pensions Industry
An overview of Focus’
technology and solutions "The strong growth of the Group’s revenue from its existing customer
base is testament to the reputation of our staff for both their technical
expertise and responsiveness to customer requirements. " Alastair Taylor, Chairman
Phil Knight - Business Analyst
Phil works within the component build team, delivering
solutions to Focus’ customers. Phil is involved in the creation
and editing of product components both for the UK and USA.
Focus Solutions Annual Report & Accounts 2003 4 5
Business review
In my first annual report as Chairman, I am
pleased to report that the Group has made
progress during tough trading conditions in
our markets. In an environment of low top
line growth, revenue growth has been strong
with turnover up 30%. Actions taken earlier
in the year reduced the Group’s operating
losses before re-organisation costs and
amortisation of goodwill from £1.8 million in
the first half to £0.7 million in the second
half, despite the difficulties experienced in
our former US subsidiary, Focus Solutions
Inc (“FSI”). Operating losses in the continuing
UK operations were halved to £1.4 million
(2002: £2.9 million) and reduced to 
£0.1 million in the second half of the year
(H1 2003: £1.3 million).
The Group has continued to expand its
market share in the UK life insurance market.
Whilst the majority of turnover came from
our existing customer base, which includes
seven of the top ten life and pensions
companies, we won some significant 
new customers during the year, including
Prudential, Paymentshield and Misys IFA
Services. In addition, good progress was
made on developing our recurring revenue
which includes annual licence fees, support
and maintenance, and volume related
revenue. This increased to 17% of turnover,
(£1.2 million), compared to 11%, 
(£0.6 million) last year.
Market conditions in the US proved to be
particularly tough. Whilst opportunities were
identified and developed, these did not
generate any revenue during the year.  
The Board believed that its US subsidiary,
acquired in April 2002, would continue to
need significant cash investment and so
took the decision to sell 51% of its stake 
to the management of FSI for a nominal
consideration. The sale was completed in
March 2003 and the Group will no longer
be responsible for any costs in relation
to FSI. By retaining a 49% investment
in FSI, the Group will ensure that
shareholders still benefit from any future
success of the US Group in the North
American market. 
Financial performance
Turnover for the year ending 31 March
2003 was £6.6 million compared with 
£5.1 million in the previous financial year. 
Operating losses were £3.0 million,
including a loss of £1.6 million from the
Group’s discontinued US operations. This
compared to an operating loss of 
£2.9 million in 2002.  
Loss on ordinary activities before interest
was £3.9 million (2002: £2.9 million) after 
£0.9 million loss on disposal of the
US operations. Losses after tax were
£3.4 million (2002: £2.6 million), after a
corporation tax credit of £0.4 million against
the costs of investment in research and
development for the two years ending
March 2002.
Results for continuing operations, (the UK
business), show revenue in the second half
increasing by 33% over the first half year,
reflecting a traditional pattern of sales; in
general, 40% of turnover usually occurs in the
first half of the year and 60% in the second
half, reflecting customer spending patterns.
This revenue growth, combined with cost
cutting measures taken at the half year,
reduced operating losses for the continuing
operations significantly. Operating loss
before re-organisation costs and
amortisation of goodwill was £1.4 million
(2002: £2.9 million) and £0.1 million in the
second half of this year compared to 
£1.3 million in the first half.   
Cash and money market deposits at 
31 March 2003 were £1.7 million, compared
with £2.2 million at the 30 September 
2002 and £4.6 million at the end of the last
financial year, and the balance sheet is 
debt free.
Loss per share for the year ending 31 March
2003 was 13.4p, compared with a loss of
10.3p for the year ending 31 March 2002. 
In view of the current losses the directors
are not recommending the payment of 
a dividend.
People 
The Group has achieved substantial growth
to date and during the year a number of
changes to the Board were made to help
take the Group forward to its next phase of
growth. 
In December 2002, Richard Jephcott
stepped down as Chairman to allow him to
assist the Group in the strategic
development of its software business. 
I took up the position of non-executive
Chairman, following my appointment to 
the Board in July 2002 as Deputy Chairman.
I would like to thank Richard for his valuable
contribution to the development of the
business since flotation. I look forward to
using my international experience in the 
IT and financial services industries and
business network developed over 30 years
with the Unisys Corporation, to help the
Group achieve its strategy and create
shareholder value. 
Lin Johnstone also joined the Board in July
2002 as a non-executive director bringing
valuable expertise in the global exploitation
of leading edge technology. 
In addition, Martin Clements was appointed
to the Board as Financial Director on 
12 June 2003.  Sue Hele has stepped down 
as Finance Director but will continue to
support the Group within the finance 
team. As Focus enters the next phase of 
its development, the Group will benefit
enormously from Martin’s experience in
developing high profile software companies
both in the UK and internationally.  I would
like to extend my thanks to Sue for her
commitment and contribution to the Group
during the last two and half years.
The strong growth of the Group’s revenue
from its existing customer base is testament
to the reputation of our staff for both their
technical expertise and responsiveness to
customer requirements.  To achieve these
results in the current environment has
required both flexibility and commitment
from our staff for which I am extremely
grateful.
Outlook
The need to reduce costs coupled with
forthcoming changes in regulation is 
driving insurance companies and others 
in the financial services industry towards
electronic trading. 
However, customers are still reviewing
expenditure carefully and the insurance
market remains volatile. Consequently, we
will continue to reduce costs and target
resources on our core market to maintain
the Group’s improving financial performance
in a challenging environment. The Group 
will continue to move towards delivering
value for shareholders by strengthening its
position as a leading provider of electronic
trading solutions to the life and pensions
industry and working to fully realise the
potential of its software, goal:technology,
in other market sectors. 
Chairman’s Statement
Alastair Taylor   6
Focus Solutions and Norwich Union won ‘Best use 
of IT in insurance’ at the 2003 Financial Sector
Technology Awards 
Emma Swingle - Solutions Group QA Manager
Emma manages the solutions group quality 
assessment team, with full responsibility for 
ensuring delivery of project elements, to 
specified quality, time and budget requirements.
Focus Solutions Annual Report & Accounts 2003 7
Chief Executive’s Statement
The Group has achieved both revenue
growth and reduced costs in an
environment where delays and revisions to
orders and contracts were a common
occurrence.
Our strategy is to design, deliver and
implement e-trading solutions for the
financial services markets, built using
goal:technology, our XML toolkit, and to
exploit the potential of goal:technology
in other markets through partners.  This
strategy has delivered results with increased
revenue from both new and existing
customers in the UK life and pensions
market. 
Underpinning our solutions revenue is a
growing recurring revenue stream.  
At £1.2 million, this now represents 17% 
of our turnover, as against 11% last year.
During the year we signed several large
licence contracts including a major contract
worth approximately £1.0 million over
four years.
Software that incorporates
goal:technology has now been distributed
to approximately 40,000 users within the 
UK life insurers and the IFA community. 
This represents a significant foothold in our
core market and provides an important
reference for other markets outside the
financial services sector.
Solutions for the life and 
pensions market
The UK life and pensions industry has faced
both falling stock markets and an
increasingly competitive environment
during the year.  Proposed changes in
regulation covering the way products are
sold are moving forward and a new
distribution channel, able to give advice on
and sell life and pensions products from a
small number of defined providers, will be
introduced early next year by the Financial
Services Authority.  This adds an additional
channel to the life companies’ already 
complex distribution model and puts
further pressure on insurers to cut their cost
base, in particular to reduce their
administrative expenses.
Our Multi-Channel Advice solution (MCA)
was launched in July 2002 to help life
insurance companies address these issues.
Built using goal:technology, MCA allows
insurers to develop and launch 
new products rapidly into multiple channels
to market. The following contracts are
evidence of our success and demonstrate
the Group’s ability to increase its penetration
across its blue chip customer base.
Solutions for direct sales
Zurich Advice Network, (ZAN), was the first
customer to use MCA to support the sales
of de-regulated products through its 3,500
strong direct sales force. ZAN’s decision
criteria were speed to market and cost,
which resulted in a £250,000 project. The
initial business results showed a significant
increase in the percentage of business
placed electronically and a fast take up and
acceptance of the new system.
Solutions for tied channels
Increased sales productivity and the
reduction in error rates were some of the
benefits delivered by RIO, the Point of Sale
system developed by Focus for Norwich
Union Life. During the year, Norwich Union
signed an open ended contract extension
with Focus for a minimum term of two years 
to support the roll-out of RIO to its tied
building societies and its joint venture
partner.  RIO, described by Norwich Union
as a ‘world class point of sale solution’ ,  was
further endorsed when it won the Financial
Sector Technology Award for ‘Best Use of 
IT in Insurance’ .
Solutions for the independent channel
Focus’ market leading position in this
channel to market gave its customers a fast
start to electronic trading whether through
integrating goal:technology into the
leading IFA software products, through
deploying products on the leading industry
portals or through extending their reach
into Europe as the following examples
demonstrate:
 Misys IFA Services integrated
goal:technology into its own end to
end IFA desktop product, mi-solution.
Six months on, there are now over 2,000
subscriber users. 
 Paymentshield, a leading provider of
general insurance products to the
mortgage intermediary market to over
16,500 IFAs, is also in the process of
integrating goal:technology into its
solution, INERTIA.
 Insurance companies such as Standard
Life have taken advantage of Focus’
design and development services to
get a fast start in bringing their
products to market electronically. 
 Skandia has extended the reach of
goal:technology to capture
applications for new policies in its
European extranet. 
New sectors of the 
financial services market
With the proliferation of mortgage products
and the introduction of legislation to
regulate the provision of mortgage advice,
insurance intermediaries are becoming 
an increasingly important introducer of
mortgage business to the major mortgage
suppliers. Focus is now working with two
major life insurers, developing solutions to
capture and deliver mortgages and
associated general insurance transactions
electronically.
Solutions strategy
The market drivers for change in the UK life
and pensions industry will continue to drive
the need for e-trading solutions to support
an increasing number of distribution
channels.  Straight through processing of
customer transactions from Point of Sale to
back office policy administration systems
will become essential to support low margin
products such as stakeholder pensions.
Focus will continue to concentrate its
resources on the life and pensions market
and related markets such as mortgages and
the general insurance products associated
with house purchases.  Selling solutions for
multiple distribution channels will enable
the Group to increase its penetration of its
existing customer base and grow its major
John Streets Misys IFA Services integrated goal:technology into its own 
end to end IFA desktop product, mi-solution. Six months on,
there are now over 2,000 subscriber users
Focus Solutions Annual Report & Accounts 2003
Sarah Underwood - Customer Services Representative
Using goal:technology Sarah builds business components
and provides technical support for customers, creating user 
documentation and online help for Focus’ product range.
8 9
accounts. Through exploiting its market
sector expertise the Group can build new
components using goal:technology that
can be reused; driving up margins and
increasing speed to delivery.
Whilst Focus has a clear opportunity to
become a leading provider of e-trading
solutions in the UK, extension into the life
and pensions markets overseas will be
through partners, including Focus Solutions
Inc (“FSI”) in the US. FSI has a non-exclusive
licence  to continue to use
goal:technology to build its solutions for
the North American life assurance market.
goal:technology – 
a 21st century approach
The traditional approach to building software
has resulted in many legacy systems with
long lead times for development, and
software that is difficult and costly to
change and maintain.  With speed and
flexibility becoming key differentiators of
company performance, these old models 
no longer make commercial sense. 
Our customers are looking for solutions 
that enable them to gain competitive
differentiation in their market. They are
looking for fast development timescales,
solutions that are built in 90 days and can
deliver return on investment within the
current budget year.
goal:technology is unique in meeting
these requirements and underpinning the
delivery of solutions to customers facing
tough trading environments.
goal:technology is now delivering proven
benefits for 22 customers for both Microsoft
and Java environments, running both 
online and offline. 
Investment in goal:technology has
continued during the year with 16% of
turnover spent on product development. 
In addition to product enhancements,
goal:technology has been integrated with
other major applications including IBM’s
Websphere
TM
, BEA’s Weblogic
TM
and Oracle’s
9i
TM
applications servers.
Product strategy
As organisations look for more cost effective
ways of automating business processes, the
demand for business process management
software is growing.  goal:technology
addresses a critical part of this emerging
requirement: the ability to handle complex
processes that change frequently and
require interaction with the end user. 
A recent Butler Group audit described
goal:technology as ‘particularly strong in
the insurance sector but also of benefit to
organisations that have a large user base
and requirements that are complex and
variable.’ It also identified the growth of
web services and business process
management as areas of future
opportunities for the product. 
(Butler Group Technology Audit: Focus
Solutions goal:technology. Alan Rogers,
May 2003).
Focus will continue investing to ensure that
our goal:technology XML toolkit exploits
the recent advances in data capture led by
the W3C internet standards authority.  A
partnership programme has been set up to
extend the reach of goal:technology into
other market sectors, targeting software
companies and systems integrators, where
goal:technology can add value to their
solutions and cut the costs of development
and maintenance.
Prospects
Although we do not foresee market
conditions improving in the forthcoming
year, our customer base will continue to
look for solutions that cut the costs of
distributing their products. Four customers
extended the use of our solutions into
additional channels during this year and
three added online capability to
complement their existing offline solutions.
The prospects in the pipeline show this
trend continuing across both the existing
customer base and into new accounts.  
We now have a track record of delivering
benefits to customers, underpinned by
innovative software that has global multi-
market potential. Tight control on costs,
coupled with a closely targeted approach 
to sales and partnership development will
ensure that the Group continues to make
good progress in implementing its strategy. 
Chief Executive’s Statement 10 Focus Solutions Annual Report & Accounts 2003
1 2
Alastair Taylor, Chairman (Aged 54)
Alastair was previously the President of the Global Financial
Services Industry business for Unisys Corporation and a member
of the Executive Management Board. During more than 30 years
in the IT industry he has held senior executive positions in the UK
and internationally.
John Streets Chief Executive (Aged 52)
John is the founding director of Focus.  John has a 20 year track
record in IT sales and the financial services business working for
Honeywell Information Systems, Wang Computers, Fame
Computers and Intuitive Systems. Focus was established in 1996
following an approach by AT&T to launch their insurance value
added services in the UK and Europe.
Mark Thelwell Chief Operating Officer (Aged 43)
Mark joined Focus in 1998. Prior to this, he spent 16 years in
Financial Services, covering sales, marketing and regulation.  
He also implemented an innovative end-to-end e-Business
solution.  Mark was appointed as Group Chief Operating Officer
on 30 April 2002.
Mark Loosmore Business Development Director (Aged 33)
Mark joined Focus in 1998 and on 1 April 2002 Mark was
appointed as Business Development Director concentrating on
developing solutions and partnerships to accelerate Focus’
growth. Previously, Mark worked at NCR and AT&T selling
complex IT solutions to large insurance companies.
Frank Murray Chief Technology Officer (Aged 46)
Frank joined Focus as Product Development Manager in 
May 2000.  Prior to Focus he spent 18 years in a variety of senior
technical roles with AT&T and Cap Gemini focusing on the
financial services market.  Frank was appointed Chief Technology
Officer on the 1 April 2002.
Martin Clements Finance Director (Aged 39)
Martin Clements qualified as a chartered accountant in 1987.
Martin joins Focus from Bond International Software Plc, where
he has been Group Finance Director since 1998. Prior to joining
Bond, Martin worked in a number of senior positions with
Eurobell Holdings Plc and Vickers Plc.
Piers Brooke Non-Executive Director (Aged 62)
Piers had a career in Banking spanning 37 years holding senior
management positions in London, Paris, Hong Kong and New
York. He joined Focus as a director in 2000 and currently holds
directorships in a number of other Public and Private companies.
Martin Fiennes Non-Executive Director (Aged 42)
Martin is an Investment Manager with Top Technology Ventures
Limited, early stage investors in UK technology businesses, and
manages the shareholdings in Focus of Hatt III GP and Unibank
A/S.
Robert Hull Non-Executive Director (Aged 53)
Robert, a chartered accountant, joined Focus in 1998. A former
Partner at KPMG, he was Finance Director of Focus at the time of
Venture Capital funding and the IPO, becoming a Non-Executive
Director in April 2001. 
Lin Johnstone Non-Executive Director (Aged 50)
Lin Johnstone has over 15 years experience in the software
industry.  In recent years she was CEO of Evolve Software Inc and
Industri Matematik International.  During her career she has held
vice president positions at E.piphany UK and Aspect
Communications.
10
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8
7
6
5
4
3
2
1
5 4 3
6 7 8 9
Board of Directors
10 11
The directors support the Principles of Good Governance and the Code of Best Practice prepared by the Committee on Corporate
Governance chaired by Sir Ronald Hampel published in June 1998 (“the Combined Code”) and, although not required, consider it
appropriate to provide corporate governance disclosures.
The Company continues to comply with the Combined Code so far as is practicable and appropriate for a public company of its size. 
The Company has also followed the recommendations on Corporate Governance of the City Group for Smaller Companies (CISCO).
The Company complies with the Combined Code in that the majority of non-executive directors are independent of management 
and free from any business or other relationship, which could materially interfere with the exercise of their independent judgement. 
The senior non-executive director is Piers Brooke.
The Company also complies with the code’s provision that the Audit Committee consist exclusively of non-executive directors, as 
Piers Brooke and Martin Fiennes were members of this committee throughout the year and Alastair Taylor and Lin Johnstone became
members on 26 July 2002. Richard Jephcott retired on 4 December 2002. At the date of this report the Company complied with the
code’s provision that the Remuneration and Nomination Committee consists exclusively of independent non-executive directors as 
Piers Brooke was a member of the Committee throughout the year with Alastair Taylor and Lin Johnstone becoming members of the
Committee on 26 July 2002. Martin Fiennes resigned and Richard Jephcott retired from the Remuneration and Nomination Committee 
on 25 April and 4 December 2002 respectively. 
The Board meets regularly to review not only the current state of the business but also to determine its future strategic direction. 
The Board has a formal schedule of matters specifically reserved for its decision.
The Audit and Remuneration and Nomination Committees have formally delegated duties and responsibilities. 
The Audit Committee receives and reviews reports from management and the Company’s auditors relating to the annual and interim
accounts and the accounting and internal control systems in use throughout the Group. The Audit Committee have unrestricted access 
to the Company’s auditors.
The Remuneration and Nomination Committee reviews the scale and structure of the executive directors’ remuneration and the terms 
of their contracts. The remuneration and terms and conditions of appointment of the non-executive directors are set by the Board. 
The Committee also administers the Share Option Schemes and is responsible for approval of senior appointments.
Internal control
The Board has considered the guidance published by the Institute of Chartered Accountants in England and Wales concerning the
internal control requirement of the Combined Code and has established an ongoing process for identifying, evaluating and managing
the significant risks faced by the Group.
The Board is responsible for the Group’s system of internal financial control, which is designed to provide reasonable, but not absolute,
assurance against material misstatement or loss. The Group’s system of internal control includes, but is not limited to:
 the Board, which now includes five non-executive directors, which has overall responsibility for the decision making in the Group;
 an annual budget prepared in advance of the start of the financial year against which the Group’s actual performance is monitored
by the directors;
 an organisational structure with clearly defined lines of responsibility and delegation of authority;
Directors’ Statement on Corporate Governance 12 Focus Solutions Annual Report & Accounts 2003
Directors’ Statement on Corporate Governance continued
 the Group’s management having a clear responsibility for identifying risks facing the business and for putting in place procedures 
to mitigate and monitor those risks; and
 clearly defined control policies and procedures for all transactions including appropriate authorisation levels.
The directors have reviewed the effectiveness of the Group’s internal control systems for the year ended 31 March 2003.
Steps continue to be taken to embed internal control and risk management further into the operations of the business and to deal 
with areas of improvement which come to management’s and the Board’s attention.
The Chairman’s Statement and Chief Executive’s Statement present a balanced and understandable assessment of the Company’s
position and prospects.
Corporate Governance Compliance Statement
Except as stated above, throughout the year ended 31 March 2003, the Company has been in compliance with the code provisions set
out in section 1 of the Combined Code on Corporate Governance issued by the UK Listing Authority.
Going concern
After making enquiries, the directors consider that the Group has adequate resources to continue in operational existence for the
foreseeable future. Consequently, they have continued to adopt the going concern basis in preparing the financial statements. 13
The directors present their report and the audited financial statements for the year ended 31 March 2003. 
The Group financial statements consolidate the financial statements of Focus Solutions Group plc and its subsidiary undertakings
from 1 April 2002 to 31 March 2003.
Principal activity
The principal activity of the Group during the year was the provision of business solutions in the life and pensions insurance and financial
services markets.
Review of business
A detailed review of activities and developments in the Group is contained in the Chairman’s Statement on page 5 and the 
Chief Executive’s Review on pages 7 and 9. 
On 30 April 2002 the Group acquired its North American partner MPO Group Inc (“MPO”) a US based e-business solutions company. 
The initial consideration was £726,502 of which £451,777 was paid in cash with the remaining £274,725 by the allocation of 549,449
ordinary shares in the Company.
On the 31 March 2003 following the Board of Directors’ review of the US market, the Company sold 51% of the issued share capital of Focus
Solutions Holdings Inc (“FSHI”) back to the original owners of MPO. Current trading conditions in the US continue to be extremely tough and
whilst sales opportunities have been identified, the Board believes that FSHI is likely to continue to need significant cash investment.
The Board has concluded as a result, that it is in the best interest of the shareholders to reduce the Group’s exposure to the costs of
developing its position in the US market. By retaining a 49% investment in FSHI, but without significant influence over its affairs, the
Board will ensure that shareholders stand to benefit from any future success of FSHI, without the obligation for continuing investment.
Results and dividends
The loss on ordinary activities for the year after taxation was £3,432,000 (2002: £2,590,000). The directors are not recommending the
payment of a dividend for the year to 31 March 2003 (2002: £nil).
Directors and their interests
The directors who served during the period, and their beneficial interests in the share capital of the Company are shown in the
Remuneration and Nomination Committee’s Report on pages 15 to 17. 
Substantial shareholdings
On 31 May 2003 the Company had been notified of the following holdings of 3% or more of its issued share capital.
Number of shares %
John Streets 8,250,000 32.13
Hatt III LP 5,746,974 22.38
Liontrust 2,597,200 10.12
Unibank A/S 1,688,028 6.57
The AIM Trust plc 1,125,000 4.38
3PC Investment Trust 900,000 3.51
No other person has reported an interest of more than 3% in the ordinary shares.
Employees
The Group is an equal opportunity employer and makes every effort to ensure disabled people are not discriminated against on the
grounds of their disabilities. In the event of staff becoming disabled, every effort is made to ensure that their employment continues and
that appropriate training is arranged. Employees are kept informed regarding the Group’s affairs and are consulted on a regular basis
through meetings, wherever feasible and appropriate.
Directors’ Report 14 Focus Solutions Annual Report & Accounts 2003
Directors’ Report  continued
Research and development
Development costs relate to the onward development of the product range. All development costs are charged to the profit and loss
account as incurred.
Charitable contributions
During the year, the Group made charitable contributions totalling £1,000 (2002: £2,000).
Creditor payment policy
The Company and its subsidiary undertakings agree appropriate terms and conditions for their business transactions with suppliers.
Payment is then made on these terms subject to the terms and conditions being met by the suppliers. The Company did not have any
trade creditors at the year end.
Financial instruments
The Group’s financial instruments comprise borrowings, cash and short-term deposit and various items, such as trade debtors and trade
creditors that arise directly from its operations. The main purpose of these financial instruments is to fund the Group’s operations as well
as to manage working capital, liquidity and invest surplus funds.
It is, and has been throughout the year, the Group’s policy not to enter into derivative transactions and no trading in financial instruments
has been undertaken. The Group faces few risks pertaining to financial instruments.
Interest rate risk
The Group continues to finance its operations from the original issue of equity. Accordingly borrowings are insignificant. Surplus cash
balances are held on the money market in the short term at fixed rates of interest.
Liquidity risk
Whilst the Group’s operations are not currently cash generative, surplus cash from its equity finance is invested so as to achieve a market
rate of return. These investments are held to ensure the Group remains sufficiently liquid to meet its requirements.
Foreign currency risk
During the period of ownership of FSHI, the Company was exposed to foreign currency risk. This exposure has been accounted for on a
monthly basis. The Company did not enter into any hedging arrangements. Since disposal of 51% of FSHI and the closure of its Boston
office, the Group will have minimal exposure to foreign currency risks moving forward.
Re-appointment of Auditors
Deloitte & Touche has expressed their willingness to continue in office as auditors and a resolution to re-appoint them will be proposed at
the forthcoming Annual General Meeting. Deloitte & Touche has informed the directors that they are intending to transfer their business
to a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000, to be known as Deloitte & Touche LLP . 
It is the current intention of the directors to use the Company’s statutory power to give consent to the appointment of Deloitte & Touche
being treated as extending to Deloitte & Touche LLP at the appropriate time.
This report was approved by the Board on 12 June 2003 and signed on its behalf by:
W R Hull
Secretary 15
Un-audited information
The Remuneration and Nomination Committee (“the Committee”), now comprising Alastair Taylor, Piers Brooke and Lin Johnstone with
Alastair Taylor as Chairman, meets as required during the year. Executive directors may also be invited to attend meetings but may not
vote and are not involved in any matter relating to themselves. The Committee confirms that the Company complies with the best
practice provisions regarding remuneration committees set out in Section A of the annexe to the Listing Rules.
The policy of the Committee is to ensure that the remuneration packages offered to the executive directors are competitive and designed to
attract, retain and motivate executive directors and senior executives of a high calibre. These packages are reviewed regularly and independent
advice is taken when appropriate. They are structured to include both short and longer term incentives. In framing its remuneration policies
the Committee has given full consideration to the best practice provisions set out in Section B of the annexe to the Listing Rules.
The remuneration of the non-executive directors is determined by the Board. The non-executive directors do not participate in the bonus
scheme.
Basic salary
The basic salaries of the executive directors are determined after a review of the performance of the individual. It is the aim of the
committee to reward directors competitively and commensurate with their responsibilities and experience.
Bonuses
The basis of bonus payments is at the discretion of the Committee and are based on financial performance targets. The bonuses are paid
half yearly in arrears.
Pensions
The Company contributes a pre-set percentage of pensionable earnings to defined contribution schemes for the current executive directors.
Other benefits
Executive directors are provided with a company car or car allowance in line with market practice and private health care.
Directors and their interests
The directors who served during the period, and their beneficial interests in the share capital of the Company are shown in the Audited
information. At the Annual General Meeting to be held on 24 July 2003, Mr M A Thelwell and Mr P L Brooke will retire and offer
themselves for re-election and Mr A M Taylor, Mrs L F Johnstone and Mr M J Clements having been appointed since the last Annual
General Meeting, will retire and offer themselves for re-election.
Share options
The Group operates the following share option schemes: the Focus Solutions Group plc Executive Share Option Scheme 2001 
(The Executive Scheme), the Focus Solutions Group plc EMI Share Option Scheme 2001 (The EMI Scheme) and the Focus Solutions 
Group (Unapproved) Executive Share Option Scheme (the Unapproved Scheme).
These schemes are administered and the grant of options supervised by the Committee. The price per ordinary share at which options
may be exercised under the Unapproved Scheme and the EMI Scheme will not be less than the middle market quotation for the dealing
day immediately preceding the date of grant. The price per ordinary share at which options may be granted under the Approved
Scheme will be not less than the market value as agreed with the Inland Revenue. In addition, there is a specific directors’ option
arrangement in place for W R Hull.
The Committee have adopted a policy of phased grants of options, either yearly or half-yearly, with no individual receiving options over
shares in any one year with a value exceeding his or her annual salary. 
The Committee also resolved that it would, in future, set performance conditions designed to incentivise senior management in a way,
which is intended, if achieved, to enhance shareholder returns. After careful consideration, and taking into account the stage the
Company had reached in its development, the Committee decided to adopt performance conditions allowing exercise of options upon
the achievement of a target earnings per share figure within a minimum of three years, and a maximum of five, from the date of grant of
the option. The Committee has chosen this as the most appropriate measure in that it is both closely aligned with shareholder interests
and is a readily visible indicator of the Group’s underlying financial performance.
Remuneration and Nomination Committee’s Report 16 Focus Solutions Annual Report & Accounts 2003
Remuneration and Nomination Committee’s Report  continued
In the view of the Committee, its policy for the operation of the Company’s share option schemes forms part of a well-considered
remuneration policy to facilitate the motivation, retention and recruitment of executives. The Committee regularly reviews its policy on
share incentives to ensure that it is broadly in line with market practice and to maintain its continued effectiveness.
Service contracts
J B Streets, M A Thelwell, M A Loosmore, F Murray and M J Clements have service contracts with the Company, which are capable of
termination by the Company giving one year’s notice for J B Streets, and six months notice for M A Thelwell, M A Loosmore, F Murray and
M J Clements.
A M Taylor, L F Johnstone, P L Brooke, M G Fiennes and W R Hull have letters of appointment with the Company, which cover a period of
one year and are capable of termination under certain circumstances. In addition, the Company has engaged Robert Hull & Co, of which
Mr W R Hull is the proprietor, to provide consultancy and advisory services under a contract which is terminable with three months
written notice served by either party.
Audited information
The remuneration of the directors was as follows:
Salary Waiver of Other Pension Total
& Fees Salary Bonus Benefits Contributions £’000
Year ended 31 March 2003
J B Streets 108(26) – 14 22 118
M A Loosmore 98– – 9 8115
M A Thelwell 98(19) – 11 15 105
F Murray 85 – – 7 8 100
S A Hele 68– – 87 8 3
A M Taylor 14 – – – – 14
P L Brooke 17 – – – – 17
M G Fiennes 17 – – – – 17
W R Hull 17 – – – – 17
L F Johnstone 11 – – – – 11
R J M Jephcott 20 – – – – 20
Total 553 (45) – 49 60 617
Year ended 31 March 2002
J B Streets 102 – 15 13 19 149
M A Loosmore 125 – 5 10 6 146
M A Thelwell 75 – 13 11 11 110
S A Hele 65 – 7 11 7 90
P L Brooke 16 – – – – 16
M G Fiennes 16 – – – – 16
W R Hull 16 – – – – 16
R J M Jephcott 25 – – – – 25
Total 440 – 40 45 43 568
Fees of £68,000 were paid during the year ended 31 March 2003 (2002: £65,000) for consultancy and advisory services to Robert Hull & Co
of which W R Hull is the proprietor.
No fees were paid from 1 April to 4 December 2002 (2002: £10,000) for consultancy and advisory services to DAMbusters of which 
R J M Jephcott is the proprietor, and while he was chairman of the Company.
Amounts of £9,000 were paid during the year ended 31 March 2003 (2002: £1,000) for property rental to Mr J B Streets.
The remuneration of M G Fiennes is paid to Top Technology Ventures Limited.  17
Directors interests
According to the register of the directors interests in the shares of the Company the following shares were held:
1 April 2002 31 March 2003
Number of Number of
Ordinary shares Ordinary shares
A M Taylor Appointed 26 July 2002 – –
J B Streets 8,250,000 8,250,000
W R Hull 573,948573,948
M A Loosmore 556,000 556,000
M A Thelwell 558,564 558,564
M G Fiennes 5,12870,128
P L Brooke 5,000 5,000
F Murray Appointed 1 April 2002 – –
S A Hele Retired 12 June 2003 5,000 10,000
L F Johnstone Appointed 26 July 2002 – –
Mr M J Clements was appointed a director of the Company on 12 June 2003. Mr R J M Jephcott and Mrs S A Hele retired from the Board
on the 4 December 2002 and 12 June 2003 respectively.
On 11 April 2003, Mrs L F Johnstone acquired 30,000 ordinary shares in the Company.
The following share options were held by directors:
At At Exercise 
1 April 31 March Price Exercise
Director Scheme 2002 Granted 2003 (pence) Period
Number Number Number
M A Thelwell The Unapproved Scheme 166,000 166,000 14.586 15.03.2002 to 14.03.2009
M A Thelwell The Unapproved Scheme 190,000 190,000 20 20.01.2003 to 19.01.2010
M A Loosmore The Unapproved Scheme 166,000 166,000 14.586 15.03.2002 to 14.03.2009
M A Loosmore The Unapproved Scheme 100,000 100,000 20 20.01.2003 to 19.01.2010
W R Hull Directors option arrangement 50,000 50,000 20 20.01.2003 to 19.01.2010
S A Hele The EMI Scheme 50,000 50,000 89 25.07.2004 to 24.07.2011
S A Hele The EMI Scheme – 6,000 6,000 48.5 02.05.2005 to 01.05.2012
F Murray The EMI Scheme – 25,000 25,000 89 25.07.2004 to 24.07.2011
F Murray The EMI Scheme – 50,000 50,000 89 25.07.2004 to 24.07.2011
F Murray The EMI Scheme – 15,000 15,000 89 15.11.2004 to 14.11.2011
Performance conditions are attached to the 50,000 and 6,000 EMI share options granted to S A Hele whereby EPS is required to reach 
5p and 12p respectively within 5 years of the date of the grant.
Performance conditions are attached to the EMI options granted to F Murray whereby EPS is required to reach 5p, 10p and 10p
respectively, for the tranches of 25,000, 50,000 and 15,000 options within 5 years of grant and in addition in respect of the tranche of
50,000 options only 25,000 will be exercisable at the earliest after 3 years from date of grant the balance being exercisable at the earliest
of 4 years from the date of grant.
During the year from 1 April 2002 to 31 March 2003 the mid-market price of the ordinary shares had the range of 65p, the price at 2 April
2002, to 9.5p on 17 January 2003. The mid-market price at the year-end was 12p.
Alastair M Taylor
Remuneration and Nomination Committee’s Report  continued 18 Focus Solutions Annual Report & Accounts 2003
Directors’ Responsibilities in the Preparation of Financial Statements
UK company law requires the directors to prepare financial statements for each financial year, which give a true and fair view of the state
of affairs of the Company and the Group and of the profit and loss of the Group for that period. In preparing those financial statements,
the directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and estimates that are reasonable and prudent; and
 state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in
the financial statements.
The directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial
position of the Company and to enable them to ensure the financial statements comply with the requirements of the Companies Act
1985. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities. 19
We have audited the financial statements of Focus Solutions Group plc for the year ended 31 March 2003 which comprise the profit and
loss account, the balance sheets, the cash flow statement and the related notes 1 to 21 together with the reconciliation of net cashflow 
to movement in net funds. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to  state to them in an
auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors’ responsibilities, the Company’s directors are responsible for the preparation of the financial
statements in accordance with applicable United Kingdom law and accounting standards. They are also responsible for the preparation 
of the other information contained in the annual report. Our responsibility is to audit the financial statements in accordance with relevant
United Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have
been properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors’ report is not
consistent with the financial statements, if the Company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and
transactions with the Company and other members of the Group is not disclosed.
We read the directors’ report and the other information contained in the annual report for the above year as described in the contents
section and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with
the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of
whether the accounting policies are appropriate to the circumstances of the Company and the Group, consistently applied and
adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to
provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation
of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the Company and the Group as at 31 March 2003
and of the loss of the Group for the year then ended, and have been properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche 
Chartered Accountants and Registered Auditors
Birmingham
12 June 2003
Independent Auditors’ Report to the Members of Focus Solutions Group plc 20 Focus Solutions Annual Report & Accounts 2003
Consolidated Profit & Loss Account
for the year ended 31 March 2003
Y ear ended Year ended
31 March 31 March
2003 2002
Notes £’000 £’000 £’000 £’000
Continuing Discontinued Total
Operations Operations
Turnover 26,583 – 6,583 5,073
Operating loss before Re-organisation costs 
and Amortisation of Goodwill (1,358) (1,119) (2,477) (2,859)
Re-organisation costs 6 (64) (129) (193) –
Amortisation of Goodwill – (343) (343) –
Operating loss 4 (1,422) (1,591) (3,013) (2,859)
Loss on disposal of US operations 3 – (897) (897) –
Loss on ordinary activities 
before interest (1,422) (2,488) (3,910) (2,859)
Net interest receivable 7 89 (12) 77 269
Loss on ordinary activities 
before taxation 2 (1,333) (2,500) (3,833) (2,590)
Taxation 8 401 – 401 –
Loss on ordinary activities after taxation 
and retained loss for the year 16 (932) (2,500) (3,432) (2,590)
Loss per ordinary share 9 (13.4p) (10.3p)
No separate statement of total recognised gains and losses has been presented as all such gains and losses have been dealt with in the
profit and loss account. 21
2003 2002
Notes £’000 £’000
Fixed assets
Intangible assets 10 – –
Tangible assets 11 224 383
Current assets
Debtors 13 1,704 1,438
Investments – Money Market Deposits 656 3,830
Cash at bank and in hand 1,039 780
3,399 6,048
Creditors: Amounts falling due within one year 14 1,848 1,504
Net current assets 1,551 4,544
Total assets less current liabilities 1,775 4,927
Net assets 1,775 4,927
Capital and reserves
Called up share capital 15 & 16 2,567 2,508
Share premium 16 9,427 9,426
Merger reserve 16 220 –
Profit and loss account 16 (10,439) (7,007)
Shareholders’ funds – equity interests 16 1,775 4,927
Approved by the Board on 12 June 2003
J B Streets M A Thelwell
Director Director
Group Balance Sheet
31 March 2003 22 Focus Solutions Annual Report & Accounts 2003
Company Balance Sheet
31 March 2003
2003 2002
Notes £’000 £’000
Fixed assets
Investments 12 1,960 1,960
Current assets
Debtors – due within one year 13 1,544 739
Debtors – due after more than one year 13 6,100 5,600
Investments 656 3,830
Cash at bank and in hand 725 210
9,025 10,379
Creditors: Amounts falling due within one year 14 352 305
Net current assets 8,673 10,074
Total assets less current liabilities 10,633 12,034
Net assets 10,633 12,034
Capital and reserves
Called up share capital 15 & 16 2,567 2,508
Share premium 16 9,427 9,426
Profit and loss account 16 (1,361) 100
Shareholders’ funds – equity interests 16 10,633 12,034
Approved by the Board on 12 June 2003
J B Streets M A Thelwell
Director Director 23
Y ear ended Year ended
31 March 31 March
2003 2002
Notes £’000 £’000
Net cash outflow from operating activities 17a (2,375) (3,121) 
Returns on investments and servicing of finance 17b 73 282
Taxation 17b 345 –
Capital expenditure and financial investment 17b (159) (197)
Acquisitions and disposals 17b (802) –
Cash outflow before management of liquid
resources and financing (2,918) (3,036)
Management of liquid resources 17b 3,174 3,252
Financing 17b 3 (24)
Increase in cash in the year 259 192
Reconciliation of net cashflow to movement in net funds
Y ear ended Year ended
31 March 31 March
2003 2002
Notes £’000 £’000
Increase in cash in the period 259 192
Change in net funds resulting from financing 3 24
Cash outflow from decrease in liquid resources (3,174) (3,252)
Movement in net funds in the year (2,912) (3,036)
Net funds at start of year 4,607 7,643
Net funds at end of year 17c 1,695 4,607
Consolidated Cash Flow Statement
for the year ended 31 March 2003 24 Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements
for the year ended 31 March 2003
1 Accounting policies
The financial statements have been prepared in accordance with statements of standard accounting practice issued by UK
accounting bodies.
The following accounting policies have been applied consistently with those set out in the 31 March 2002 Group Accounts, in
dealing with items which are considered material in relation to the financial statements.
Basis of accounting
The financial statements have been prepared under the historical cost convention.
Basis of consolidation
The Group financial statements consolidate the financial statements of Focus Solutions Group plc and its subsidiary undertakings
up to 31 March 2003.
The Company has taken advantage of the exemption in Section 230 of the Companies Act 1985 and has not published its own 
profit and loss account.
Goodwill & amortisation
Goodwill arising on acquisition is capitalised in the balance sheet in the month in which it arises and amortised over its estimated
useful life of 10 years. It is reviewed for impairment at the end of the first full year of the financial year following acquisition and in
other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.
Tangible fixed assets
Fixed assets are stated at historical cost less accumulated depreciation.
Depreciation is provided on all tangible fixed assets at rates calculated to write each asset down to its estimated residual value 
evenly over its expected useful life, as follows:
Software over 2 years
Fixtures and fittings over 3 years
Motor vehicles over 3 years
Computer equipment Between 2 and 3 years
Deferred taxation
Deferred tax is recognised as a liability or asset if the transactions or events that give the Group and Company an obligation to pay
more tax in the future or a right to pay less tax in the future have occurred by the balance sheet date. Deferred tax assets are
recognised only to the extent that they are regarded as more likely than not that they will be recovered. Deferred tax is measured 
on a non-discounted basis.
Leased assets and obligations
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase
contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated
useful lives or the lease term, whichever is the shorter.
The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element 
of the future payments is treated as a liability.
Rentals paid under operating leases are charged to the profit and loss account as incurred. 25
1 Accounting policies (continued)
Foreign currency
Foreign currency transactions are converted to sterling during the year at the rates ruling at the time of the transaction. 
Any amounts outstanding at the year-end are translated at the year-end closing rate.
Pension contributions
The Group makes contributions to defined contribution pension schemes that have been set up for and independently 
administered on behalf of certain directors and employees. Contributions payable for the period are charged in the profit and 
loss account.
Research and development expenditure
Research and development expenditure is written off in the period during which it is incurred.
Turnover
Turnover represents the invoiced value, net of Value Added Tax, of goods sold and services provided to customers during the 
period. 
Income is recognised as follows:
Software & other licence fees On delivery provided that all other contractual obligations have been satisfied. 
Other services fees When the work has been performed and contractual obligations have been satisfied.
Support & maintenance fees Over the period of the contract.
Investments
In the Company’s balance sheet, investments in subsidiary undertakings are stated at cost less any provision. Where the 
consideration for the acquisition of a subsidiary undertaking includes shares in the Company to which the provisions of section 131
of the Companies Act 1985 apply, cost represents the nominal value of shares issued together with the fair value of any additional
consideration given and acquisition costs.
2 Turnover and loss on ordinary activities before taxation
The Group’s turnover and loss on ordinary activities before taxation were all derived from its principal activity. All turnover
predominantly originates in the United Kingdom.
Notes to the Financial Statements continued 26 Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements continued
3 Acquisition and disposal of MPO Group Incorporated
On 30 April 2002, the Group acquired the business of MPO Group Incorporated (now Focus Solutions Inc). The acquisition was
accounted for on the acquisition accounting basis in accordance with the requirements of FRS 6. The goodwill arising on acquisition
is noted below. On 31 March 2003 the Group sold 51% of the issued share capital of Focus Solutions Holdings Inc (“FSHI”) (which
owned 100% of Focus Solutions Inc) to the US management of Focus Solutions Inc for a nominal consideration. At the same time the
Company retired from the Board of FSHI and now has no significant influence over the affairs of this business. The loss on disposal 
of the FSHI group is noted below. 
Y ear ended
31 March 
2003
£’000
Acquisition
Shares issued 274
Cash 452
Acquisition costs 350
Fixed Assets acquired (25)
Debtors acquired (6)
Creditors acquired 6
Loan acquired 144
Goodwill on acquisition 1,195
Disposal
Net Liabilities (115)
Goodwill not amortised 852 
Costs of disposal 160
Loss on disposal 897
MPO Group Inc reported losses of $713,000 for period 28 September 2000 to 28 February 2002, and $112,000 for the period 1 March
2002 to 30 April 2002.
The assets were acquired at full value therefore requiring no adjustment. The acquisition contributed net cash outflows during the
year of £811,000 from operating activities. There are no tax impacts as a result of this disposal.
4 Operating loss
Y ear ended Year ended
31 March 31 March
2003 2002
£’000 £’000 £’000 £’000
Continuing Discontinued Total Total
operations operations
Turnover 6,583 – 6,583 5,073
Staff costs (5,600) (608) (6,208) (4,770)
Depreciation (300) (20) (320) (337)
Other external charges (2,105) (963) (3,068) (2,825)
Operating loss (1,422) (1,591) (3,013) (2,859) 27
Y ear ended Year ended
31 March 31 March
2003 2002
4 Operating loss (continued) £’000 £’000
Operating loss is stated after charging:
Depreciation and amounts written off tangible fixed assets:
Charge for the year:
Owned assets 318 316
Leased assets 2 21
Profit on disposal of fixed assets (3) (4)
Amortisation of goodwill 343 –
Re-organisation costs 193 –
Operating lease rentals:
Other – Rent paid on land & buildings 272 221
Other – Assets (including motor vehicles) 140 115
Research & Development expenditure 1,044 1,302
Auditors’ remuneration:
Audit services - Group 20 11
Other services 16 11
In addition to the above the auditors received remuneration on the acquisition and disposal of Focus Solutions Inc amounting 
to £51,000. These costs were included in the costs of acquisition and disposal. The cost of audit services provided to the Company
were £10,000 (2002: £8,000) and are included within the audit services charged to the Group.
5 Staff costs
The average monthly number of persons (including directors)
employed by the Group during the year was:
Number Number
Office and management 23 19
Sales and development 93 82
116 101
Staff costs for the above persons:
£’000 £’000
Wages and salaries 5,403 4,146
Social security costs 555 453
Other pension costs 289 218
National Insurance on Share Options (39) (47)
6,208 4,770
Information in respect of directors’ emoluments, share options and pensions is given in the Remuneration and Nomination
Committee’s Report on pages 15 to 17. The audited information in this report forms part of the financial statements.
6 Re-organisation costs
The re-organisation costs associated with continuing operations relate to redundancy payments made to certain employees within the
UK business. The re-organisation costs associated with the discontinued operations relate to costs of the closure of the Boston office.
Notes to the Financial Statements continued 28 Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements continued
Y ear Year
ended ended
31 March 31 March
2003 2002
7 Net interest receivable £’000 £’000
Bank interest receivable 90 269
Interest payable (13) –
Net interest receivable 77 269
8 Taxation 
a. Analysis of tax charge on ordinary activities
Current tax:
UK corporation tax at 30% (2002: 30%) based on loss for the period – –
Adjustment in respect of prior years 401 –
Total tax credit 401 –
b. Factors affecting tax charge for the current period
Loss on ordinary activities before tax (3,833) (2,590)
Tax at 30% thereon: 1,150 777
Effects of:
Expenses not deductible for tax purposes (19) (17)
Capital allowances in excess of depreciation (88) (41)
Utilisation of tax losses (425) (749)
Movement in short term timing differences – 30
Non deductable expenses on Group re-organisation (618) –
Prior period adjustment 401 –
Total tax credit 401 –
In addition the Group has losses of approximately £5,885,000 (2002: £6,000,000). No deferred tax asset has been recognised in
respect of these losses. The losses are available to carry forward and will be offset when future trading profits arise. 
The Group will shortly submit to the Inland Revenue a claim for corporation tax recoverable relating to research and development
expenditure arising in the year ended 31 March 2003.
9 Loss per ordinary share
Earnings attributable to ordinary shareholders 
Loss for the financial year (3,432) (2,590)
Weighted average number of ordinary shares issued during the year (000’s) 25,628 25,084
Basic loss per share (13.4p) (10.3p)
FRS 14 requires presentation of diluted EPS when a company could be called upon to issue shares that would decrease net profit or
increase net loss per share. For a loss making company with outstanding share options, net loss per share would only be increased
by the exercise of out-of-the-money options. Since it seems inappropriate to assume that option holders would act irrationally, and
there are no other diluting future share issues, diluted EPS has not been presented. 29
10 Intangible assets
The Group Goodwill
£’000
Cost:
1 April 2002 –
Additions on acquisition 1,195
Disposals (1,195)
31 March 2003 –
Amortisation:
1 April 2002 –
Charged in the year 343
Disposals (343)
31 March 2003 –
Net Book Value:
At 1 April 2002 and 31 March 2003 –
11 Tangible fixed assets
The Group Fixtures and Motor Computer
Software fittings vehicles equipment Total
£’000 £’000 £’000 £’000 £’000
Cost
1 April 2002 227 284 43 460 1,014
On acquisition of subsidiary 4 10 – 11 25
Additions 84 20 – 59 163
On disposal of subsidiary (6) (16) – (22) (44)
Disposals – – (31) – (31)
At 31 March 2003 309 298 12 508 1,127
Depreciation
1 April 2002 153 158 40 280 631
Charge for the period 79 93 2 146 320
On disposal of subsidiary (3) (5) – (10) (18)
Disposals – – (30) – (30)
At 31 March 2003 229 246 12 416 903
Net book value
31 March 2003 80 52 – 92 224
31 March 2002 74 126 3 180 383
The net book value of motor vehicles includes £nil (2002: £3,000) in respect of assets held under hire purchase contracts or finance
lease agreements.
The Company had no tangible fixed assets at 31 March 2003 (31 March 2002: £nil).
Notes to the Financial Statements continued 30 Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements continued
12 Investments
The Group
The Group owns 49% of Focus Holdings Inc, a holding company registered in Delaware USA which holds 100% of 
Focus Solutions Inc, a company registered in Pennsylvania, USA engaged in the provision of business solutions to the life and
pensions and long term care industry. The investment in Focus Solutions Holdings Inc and Focus Solutions Inc are shown as
investments as the Group has no influence over the control of the businesses.
The Company Shares in Group
undertakings
£’000
Cost:
1 April 2002 1,960
Acquisitions 975
Impairment (975)
31 March 2003 1,960
The shares issued as part of the initial consideration have been recorded at nominal value in the Company’s accounts due to the
application of section 133 of the Companies Act 1985.
The Company Shares Shares
in Group in Group
undertakings undertakings
31 March 31 March 
2003 2002
£’000 £’000
Cost and net book value 1,960 1,960
The Company directly holds more than 20% of the share capital of the following companies which are included in the consolidated
results of the Group:
Country of Proportion Nature of
Name incorporation held business
Focus Business Solutions Limited England 100% Provision of business solutions in life and pensions 
insurance and financial services markets.
Focus Software Limited England 100% Provision of marketing and business development 
services within North America. 
(Ceased trading on 31 March 2003).
Focus Holdings Limited England 100% Holding company 31
13 Debtors
The Group The Company
31 March 31 March
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Due within one year:
Trade debtors 1,416 985 – –
Amounts due from Group undertakings – – 7,497 6,115
Other debtors 54 58 40 60
Corporation tax recoverable 56 – – –
Prepayments and accrued income 178 395 107 164
1,704 1,438 7,644 6,339
Amounts due from Group undertakings includes £6,100,000 (2002: £5,600,000) that is due in more than one year.
14 Creditors: Amounts falling due within one year
The Group The Company
31 March 31 March
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Obligations under hire purchase contracts and 
finance lease agreements – 3 – –
Trade creditors 338 473 138 69
Other taxation and social security costs 526 443 27 60
Accruals and deferred income 984 585 187 176
1,848 1,504 352 305
Hire purchase contracts and finance lease agreements amounting to £nil (2002: £3,000), all of which was due within one year, were
secured on the motor vehicles to which the liabilities related.
15 Share capital 
31 March 31 March
2003 2002
£’000 £’000
Authorised
40,000,000 ordinary shares of 10p each 4,000 4,000
Share capital as at 31 March 2002 2,508 2,508
Issued for acquisition of Focus Solutions Inc 55 –
On exercise of options 4 –
Allotted, issued and fully paid as at 31 March 2003
25,674,628 ordinary shares of 10p each 2,567 2,508
Notes to the Financial Statements continued 32
Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements continued
15 Share Capital (continued)
At 31 March 2003 the Company had the following outstanding share options.
Exercise 
Number price (pence) Notes Scheme Exercise period
466,000 14.586 The Unapproved Scheme 15.03.2002 – 14.03.2009
929,000 20.00 The Unapproved Scheme 20.01.2003 – 19.01.2010
42,400 48.50 The Approved Scheme 02.05.2005 – 01.05.2012
110,000 48.50 A The EMI Scheme 02.05.2005 – 01.05.2012
50,000 86.00 B The Unapproved Scheme 17.07.2004 – 16.07.2011
228,207 89.00 C The Approved Scheme 25.07.2004 – 24.07.2011
273,500 89.00 D The EMI Scheme 25.07.2004 – 24.07.2011
24,400 89.00 The Approved Scheme 14.11.2004 – 13.11.2011
104,700 89.00 E The EMI Scheme 14.11.2004 – 13.11.2011
17,000 101.00 F The Unapproved Scheme 17.12.2004 – 16.12.2011
30,000 101.00 G The EMI Scheme 17.12.2004 – 16.12.2011
A summary of the share option schemes is included in the Remuneration and Nomination Committee’s Report on pages 15 and 17.
Since the year end 4,800 options have lapsed.
Notes
The following options have performance conditions requiring Earnings Per Share (“EPS”) to reach the amount stated within 5 years 
of grant:
Note No of options EPS (pence) Additional Performance Conditions
A 110,000 12
B 50,000 5
C 98,500 10 50% may be exercisable 3 years from the date of grant with the 
remainder exercisable 4 years from the date of grant.
D 85,000 5
98,500 10 50% may be exercisable 3 years from the date of grant with the 
remainder exercisable 4 years from the date of grant.
E 102,500 10
F 17,000 10
G 30,000 10 33
16 Share capital, reserves and reconciliation of movement in shareholders’ funds
Share Share Merger Profit and
Capital premium Reserve loss account Total
£’000 £’000 £’000 £’000 £’000
The Group
At 1 April 2002 2,508 9,426 (7,007) 4,927
Share Capital issued 59 1 220 280
Loss for the year (3,432) (3,432)
At 31 March 2003 2,567 9,427 220 (10,439) 1,775
The Company
At 1 April 2002 2,508 9,426 100 12,034
Share Capital issued 59 1 – 60
Loss for the year (1,461) (1,461)
At 31 March 2003 2,567 9,427 (1,361) 10,633
As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the parent company is not presented as part
of these accounts. The parent company’s loss for the financial year amounted to £1,461,000 (2002: £100,000 profit).
17 Cashflows
a.     Reconciliation of operating loss to operating cash flows
Y ear Year
ended ended
31 March 31 March
2003 2002
£’000 £’000
Operating loss (3,013) (2,859)
Depreciation 320 337
Profit on sale of tangible fixed assets (3) (4)
Amortisation of goodwill 343 –
Increase in debtors (206) (914)
Increase in creditors 184 319
Net cash outflow from operating activities (2,375) (3,121)
Notes to the Financial Statements continued 34 Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements continued
17 Cashflows (continued)
b.     Analysis of cash flows for headings netted in the cash flow
Y ear Year
ended ended
31 March 31 March
2003 2002
£’000 £’000
Returns on investments and servicing of finance
Interest received 86 282
Interest paid (13) –
Net cash inflow 73 282
Taxation 
Corporation Tax credit received 345 –
Net cash inflow 345 –
Capital expenditure and financial investment
Purchase of tangible fixed assets (163) (207)
Sale of tangible fixed assets 4 10
Net cash outflow (159) (197)
Acquisitions and disposals
Purchase of subsidiary undertaking 802 –
802 –
Management of liquid resources
Decrease in cash on money market deposit 3,174 3,252
Financing
Issue of ordinary share capital 6 –
Capital element of finance lease rentals (3) (24)
Net cash inflow/(outflow) from financing 3 (24)
c.     Analysis of net funds
At At
1 April Cash 31 March 
2002 Movement 2003
£’000 £’000 £’000
Cash at bank and in hand 780 259 1,039
Money market deposits 3,830 (3,174) 656
Finance lease agreements (3) 3 –
Total 4,607 (2,912) 1,695 35
18 Commitments under operating leases
At 31 March 2003 the Group had annual commitments under non-cancellable operating leases as follows:
31 March 31 March
2003 2002
£’000 £’000
Land and buildings:
expiring between 2 and 5 years 231 231
Other:
expiring within one year 61 21
expiring between 2 and 5 years 52 92
344 344
19 Pension commitments
The Group has defined contribution pension schemes for certain directors and employees. The assets of the schemes are held
separately from those of the Group in independently administered funds. Total contributions in the statutory period to 31 March
2003, amounted to £289,000 (2002: £218,000).
20 Related party transactions
The Group received consultancy and advisory services on an arm’s length basis from Robert Hull & Co. Mr W R Hull, a director of the
Company, is the proprietor of Robert Hull & Co. Purchases from Robert Hull & Co for the Group for the period ended 31 March 2003
were £68,000 (2002: £65,000), of which £68,000 (2002: £65,000) related to the Company.
Amounts due to Robert Hull & Co are disclosed below:
Group Company
31 March 31 March 31 March 31 March
2003 2002 2003 2002
£’000 £’000 £’000 £’000
Amount due to Robert Hull & Co. 8 9 8 9
The Group received consultancy and advisory services on an arm’s length basis from DAMbusters. Mr R J M Jephcott, a former
director of the Company, is the proprietor of DAMbusters. Purchases from DAMbusters for the Group for the period 1 April 2002 to
4 December 2002 were £nil (2002: £10,000), of which £nil (2002: £10,000) related to the Company.
The Group received the benefit of property rental on an arm’s length basis from Mr J B Streets, the Chief Executive of the Company.
Purchases from Mr J B Streets for the Group for the period ended 31 March 2003 were £9,000 (2002: £1,000), of which £9,000 
(2002: £1,000) related to the Company.
Neither the Group nor the Company owed any amounts to Mr J B Streets in respect of property rental at 31 March 2003.
Notes to the Financial Statements continued 36 Focus Solutions Annual Report & Accounts 2003
Notes to the Financial Statements continued
21 Financial instruments
The disclosures required by FRS 13 in relation to the nature of any financial instruments used during the year to mitigate interest 
rate, liquidity and foreign currency risks are shown in the Directors’ Report under the heading “Financial Instruments” . 
Short-term debtors and creditors
Short-term debtors and creditors (other than borrowings) have been excluded from the following disclosures.
At 31 March 2003 £656,000 (2002: £3,830,000) surplus cash was invested in money market deposits.
Interest rate risk profile of financial liabilities
The interest rate risk profile of the Group’s financial liabilities, which related to finance leases and hire purchase arrangements was:
Fixed rate Weighted Weighted
financial average average period
Currency Total liabilities interest rate until maturity
£’000 £’000 % Years
31 March 2003 ––––
31 March 2002 3 3 6.6 0.4
Interest rate risk of financial assets
All financial assets earn interest at floating rates based on LIBOR. Total financial assets are £1,695,000 of which £364 was held in 
dollars (2002: £6,049,000, £146,000 held in dollars).
Maturing of financial liabilities
31 March 31 March
2003 2002
£’000 £’000
Within one year or on demand – 3
Fair value of financial assets and liabilities
The book value of financial instruments held or issued to finance the Group’s operations are not different from the fair value of those
instruments in the current or prior year.
Foreign exchange 
In 2003 a loss as a result of currency movements of £17,000 (2002: £3,000) was made. Of this amount £1,000 (2002: £4,000) related to 
the Dollar bank account and £16,000 (2002: £1,000) related to the operating activities.
Currency profile
The following analysis of net monetary assets and liabilities shows the Group’s currency exposures. The amounts shown represent the
transactional exposures that give rise to the net gains and losses recognised in the profit and loss account. 
31 March 31 March
2003 2002
£’000 £’000
US Dollar – 2 Contents
1 Key Highlights
2 Technology
3 Solutions
5 Chairman’s Statement
7 Chief Executive’s Statement
10 Board of Directors
11 Directors’ Statement on Corporate Governance
13 Directors’ Report
15 Remuneration and Nomination Committee’s Report
18 Directors’ Responsibilities
19 Auditors’ Report
20 Consolidated Profit and Loss Account
21 Group Balance Sheet
22 Company Balance Sheet
23 Consolidated Cash Flow Statement
24 Notes to the Financial Statements
ibc Advisers and Shareholder Information
There are two key elements to Our Strategy:
Focus Solutions Group design, deliver and implement
customer management solutions for the UK life and pensions
market, using goal:technology, its innovative XML toolkit.
– to become the leading provider of e-trading solutions to the financial
services market, built using goal:technology
– to exploit the potential of goal:technology in new markets
through partners
Advisers and Shareholder Information
Company Number
3911357 (England and Wales)
Registered Office
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Nominated Advisor and Nominated Broker
Evolution Beeson Gregory plc
The Registry
Royal Mint Court
London EC3N 4LB
Solicitors
Hammonds
Rutland House
148 Edmund House
Birmingham B3 2JR
Wragge & Co LLP
55 Colmore Row
Birmingham
B3 2AS
Financial Calendar
Annual General Meeting 24 July 2003
Announcement of Interim Results 2003/4 November 2003
Announcement of Results 2003/4 June 2004
Auditors
Deloitte & Touche
Four Brindleyplace
Birmingham B1 2HZ
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Principal Bankers
Barclays Bank plc
Birmingham Corporate Banking Centre
PO Box 5960
15 Colmore Row
Birmingham B3 2EP
Standard Life Bank Limited
Standard Life House
30 Lothian Road
Edinburgh EH1 2DH
Anglo Irish Bank Corporation plc
10 Old Jewry
London EC2R 8DN Focus Solutions Group plc
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Tel: +44 (0) 1926 468300
Fax: +44 (0) 1926 468400
www.focus-solutions.co.uk
Annual Report & Accounts Year Ending March 2003
Focus Solutions Group plc