Focus Solutions Group plc Annual Report & Accounts 2008
Focus Solutions Group plc
Annual Report & Accounts 2008
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
77347 FOCUS COVER  30/6/08  17:44  Page 1 Focus Solutions is a leading supplier of enterprise solutions to the financial services market
that enables the effective distribution of financial products across multiple sales channels.
Focus offers providers, lenders, bancassurers and distributors an effective and efficient
method to acquire and service customers with the most advanced front-office technology
platform which can be fully integrated into our client’s IT infrastructure to achieve the
realisation of straight through processing helping to drive down administration costs.
focus:360° is the modular whole office solution that provides financial advisers with an
agile whole of market, multi-channel technology platform developed on the very latest
Microsoft technology.
Focus has a proven track record for successfully delivering over 75 complex front office
projects to an impressive customer base of blue chip organisations in the UK and Ireland,
typically as part of a larger programme of work.
contents
1 Key Highlights
4 Chairman’s Statement
6 Chief Executive’s Report 
10 Finance Director’s Report
12 Board of Directors
13 Directors’ Statement on Corporate Governance 
15 Directors’ Report
18 Remuneration and Nomination Committee’s Report
Focus Solutions Group plc IFRS Consolidated
Financial Statements
22 Independent Auditors’ Report
23 Consolidated Income Statement
24 Consolidated Statement of Changes in Equity
25 Consolidated Balance Sheet
26 Consolidated Cash Flow Statement
27 Notes to the Consolidated Financial Statements
Focus Solutions Group plc Company 
Financial Statements
49 Independent Auditors’ Report
50 Holding Company Balance Sheet
51 Notes to the Financial Statements
56 Directors, Advisors and Shareholder Information
FY2008 FY2007 FY2006
£000 £000 £000
Turnover 8,600 7,908 6,585
Operating profit 1,190 990 94
Operating profit before exceptional costs 1,461 1,199 367
financial highlights
77347 pre  30/6/08  19:53  Page 2 1 Annual Report & Accounts 2008
Focus
operating highlights
● Significant new contract wins during the year included:
● AEGON Scottish Equitable Extranet
● Openwork Licence extension
● HSBC Bank plc Point of Sale Phase Two 
● Intermediary Consumer Portal for TietoEnator
● Strengthened relationships with existing clients, including HSBC Bank plc and Lincoln Financial Group 
● Investment in development of focus:360° – whole of office solution 
● First customers secured following the launch of focus:360°
● Significant progress via partnerships with Unisys and TietoEnator
Note:
* As a result of the recognition of a deferred tax credit, the Directors consider that it is appropriate to provide information on a pre-deferred tax fully diluted Earnings per Share basis.
financial highlights
Sales revenue up 9% to £8.60 million (FY2007: £7.91 million)
Profit before tax up 35% to £1.40 million (FY2007: £1.04 million)
Operating profit before exceptional costs up 22% to £1.46 million (FY2007: £1.20 million)
Operating profit up 20% to £1.19 million (FY2007: £0.99 million)
Net operating margins 13.8% (FY2007: 12.5%)
Cash of £1.03 million (FY2007: £3.01 million); debt free
Earnings per share:
Fully diluted earnings per share up 15% to 5.99 pence (FY2007: 5.22 pence)
Adjusted fully diluted earnings per share up 14% to 4.24 pence (FY2007: 3.72 pence)*
key highlights
77347 pre  30/6/08  19:53  Page 1 Focus Solutions has created a business worth nearly
£9m turnover with front office sales and sales support
tools with a successful proven track record that has 
a strong brand associated with delivery performance 
and customer service.
Focus offers providers, lenders, bancassurers and
distributors an effective and efficient method to acquire
and service customers with the most advanced sales 
and sales support solution on the market today .
Based upon our in-depth knowledge and experience of
delivering successful enterprise solutions in the financial
services industry and through significant investment 
in our software assets, we have developed a unique
offering to the financial services market – whole of office
and Extranet solutions for financial advisers, focus:360°.
focus:360° is the modular whole office solution that
provides financial advisers with an agile whole of
market, multi-channel technology platform developed 
on the very latest Microsoft technology . A solution 
that combines front, middle and back office functionality
in one single solution providing a robust, cost effective
alternative.
Year Key Events
1995 Founded by John Streets
1997 Secured Venture funding
1999 Launched first commercially available XML toolkit – goal:technology
2000 Listed on AIM
Won first major contract with Norwich Union
2002 7 out of top 10 UK Life and Pensions providers using Focus e-application forms
2003 Major intermediary portals adopt Focus technology to transact business
electronically on behalf of providers
2004 Launched mortgage proposition to coincide with M-Day
Won contracts with Mortgages plc, Prudential and Trigold and through this 
partnership West Bromwich Building Society and Future Mortgages
2005 Celebrated ten successful years in business 
Won first major bancassurer contract with Barclays Bank, first General Insurance 
contract with Assurant Solutions and further mortgage contracts with the likes 
of Capital Home Loans 
2006 Won second bancassurer and largest contract to date with HSBC Bank plc 
Won first European customer - Irish Life and contracts with St James’s Place 
and Lincoln Financial Group
2007 Launched innovative new technology suite focus:technology to underpin 
all future propositions
Announced further contracts with HSBC Bank plc, Openwork, Lincoln Financial
Group and AEGON Scottish Equitable
2008 Launched focus:360° - a whole office, whole of market technology platform 
for the financial services market based on the underlying focus:technology
Won second major contract with HSBC Bank plc
Partnership agreement with Unisys
Announced first focus:360° contracts with Home of Choice and two of 
TietoEnator’s client base
Focus Solutions is a leading supplier of enterprise solutions to
the financial services market that enables the effective
distribution
of financial products.
Focus Solutions is a leading supplier of enterprise solutions
to the financial services market that enables the effective
distribution of financial products across multiple sales channels
from face to face advice to direct to the consumer.
2 Focus Solutions Group plc 
77347 pre  30/6/08  19:53  Page 2 focus:360° is a modular whole office solution that provides
financial advisers with an agile whole of market, multi-channel
technology platform. A fully integrated solution that supports
an innovative sales automation solution, process support and
business intelligence and integration to the back office,
providing end to end, straight through processing from a single
technology platform.
focus:360° supports financial advisers through three
integrated modules:-
The Back Office Solution
Back office functionality that utilises market
leading reporting tools, enabling organisations
to comply with FSA regulation.
The Sales Support Solution
Sales support function provides the management information
behind the sale, including pipeline tracking, compliance
checking and training and competency.
The Point Of Sale Solution
An innovative multi-market Point of Sale
solution to support the sale of Life, Pensions,
Investments, Mortgages and General
Insurance products (associated with a
Mortgage).
3 Annual Report & Accounts 2008
77347 pre  30/6/08  19:53  Page 3 Introduction
I am pleased to be able to report on another
successful year for the group, with record
sales revenues and operating profit. The
group continues to make good progress
towards executing its strategy and these
results represent further evidence of the
improving performance of the business.
During the year we started work on
developing our new whole of office 
solution for the UK financial services market;
focus:360°. This development programme is 
a significant investment for the group and
when completed will give Focus the leading
end-to-end solution in the market. We expect
focus:360° to deliver further strong organic
growth at attractive margins.
Operations
In the Chief Executive’s Report there is a
more detailed review of our activities in the
year. However, I would like to draw your
attention to the significant progress made in
the year, with the development and delivery 
of new solutions to AEGON Scottish Equitable
and substantial progress being made on
Phase One of the HSBC Bank plc multi
channel Point of Sale (“POS”) solution. The
significant investment in focus:360° is already
beginning to deliver benefits, with market
interest in the new product exceeding our
expectations.
Uncertainty in the financial markets certainly
had an impact on demand for part of the
year. However, the impact was short-lived and
the underlying requirement for our customer
base to comply with regulatory requirements
at all times, irrespective of short term market
conditions, ensured that there was no
sustained impact on our performance. In 
the final quarter of the year, contracts were
won with Home of Choice and TietoEnator
and we have started work on a number of
other projects with new customers since 
the year end.
Management and staff
As a technology-based company, with strong
domain knowledge of the markets we serve,
our success is very dependent upon retaining
a highly skilled and motivated workforce.
I would like to express my thanks
to all our employees for
their efforts over the
past year. The enthusiasm, commitment and
loyalty of our staff remain vital if the group 
is to deliver on its strategy.
Outlook
The new financial year has started strongly
and trading remains in line with market
expectations. We continue to focus our sales
efforts on well defined opportunities within the
wider UK financial services market. Following
the launch of focus:360° it is apparent that we
are in a leading position in our market and it
has helped to give the group its strongest
ever pipeline of opportunities. With the
delivery of Phase One of the HSBC Point of
Sale solution due in the first half of the new
financial year and with work on Phase Two
having already started, we are confident that
the group can continue to make progress and
flourish during the new financial year.
As has been previously outlined, the group
has a clear strategy for both organic and non-
organic growth and the Board is looking to
accelerate the development of its business by
a combination of partnerships, joint ventures
and acquisitions.
Last year, we stated our intention to pay an
initial dividend this year. We have started 
the process of applying to the court for the
cancellation of share premium account which
will in turn make it possible to pay a dividend.
It remains our intention to pay a dividend
once this process is completed.
Alastair M Taylor
Chairman
Focus Solutions Group plc 
chairman’s statement
Alastair M Taylor
Chairman
77347 pre  30/6/08  19:53  Page 4 the expert
5 Annual Report & Accounts 2008
AEGON Scottish Equitable
Dave Upton, Financial Services Product Director
Dave Upton joined Focus in December 2007 as
Financial Services Product Director.  His primary role
will be to spearhead the design, development and
strategy of Focus’ new proposition – focus:360
o
-
‘Whole Office’ and ‘Extranet’ solutions.  
Dave has nearly 20 years of financial services
intermediary software experience shaping, designing
and delivering solutions to many of the market’s
leading distributors.  Dave joins Focus from Redland
Business Solutions, where he was an Associate and
has previously worked for Sirius FS. 
Providing advisers with the capability for electronic transactions is
increasingly important, and can really make life easier for advisers.
This is the first phase of a wider project to develop the service to advisers
and roll out the system within other areas of AEGON. Focus’ reputation for
delivering flexible, efficient and effective ecommerce solutions combined
with their industry knowledge made them our preferred technology
partner. The new proposition will enable us to develop our brand and
distribution strategy whilst supporting our vision for growth.
David Aaron, Communications Manager (Investment Products)
at AEGON Scottish Equitable
In November 2007, AEGON Scottish Equitable
approached Focus to develop an intermediary
adviser extranet service for use with its
guaranteed onshore bond - ‘Investment Control’. 
The extranet service will enable advisers to
complete applications more quickly and
efficiently either directly or via multiple
distribution channels with industry portals
including The Exchange and leading Network
portals including Positive Solutions. The service
also provides facilities to internal & branch
users, enabling them to assist the adviser
through the process, with features such as
special deals and approvals. Supporting both
online and offline business, the extranet has
been developed from adviser feedback to
meet the demands of today’s adviser business
models.  
This development forms part of a wider project
to redevelop AEGON’s corporate extranet
service in line with new branding requirements
and an overall consolidation of existing IT
platforms helping to reduce the overall cost
of new business whilst enhancing the service to
advisers. The platform has the potential to be
easily extended into other product areas whilst
providing AEGON with the ability to self-maintain
the solution to help reduce the overall cost of
ownership and increase the speed of change.  
The benefits of the new solution are numerous:- 
● a faster, more efficient service by which
advisers can conduct business
● straight through processing model ensures
all data is transferred to their back office
systems without any manual intervention
● decreased costs associated with customer
acquisition
● better relations with AEGON’s advisers,
whilst improving the customer experience 
casestudy
77347 pre  30/6/08  19:53  Page 5 chief executive’s report
Focus Solutions Group plc 
Overview
The group continues to develop and execute
on its stated strategy. Its reputation with its
key customers is outstanding and the quality,
expertise and commitment of its employees
have been the foundation upon which the
improved trading has been built. With the
launch of focus:360°, the opportunities
available to us within our market should 
grow, allowing us to build a highly successful
and sustainable business. However, there 
is much more to be done to bring direction
and momentum to all parts of the group’s
business and to build upon the progress
made last year. It is important that we 
remain ambitious and focused on 
achieving our goals.
Business performance
The group again achieved record sales and
profits in FY2008. Turnover increased by 9%
from £7.91 million in FY2007 to £8.60 million
in FY2008. This growth was driven principally
through services provided to HSBC Bank plc
but also by a combination of new projects 
for both new clients and our established
customer base. At the trading level, operating
profits before exceptional costs increased
from £1.20 million to £1.46 million.
Basic and diluted earnings per share for 
the year ended 31 March 2008 were 6.71
pence per share and 5.99 pence per share,
compared with 5.46 pence for basic and 
5.22 pence for fully diluted earnings per 
share for the year ended 31 March 2007.
Our preferred measure of earnings per share,
which excludes the impact of the recognition
of tax losses which arose in the initial 
stages of the company’s development, is 
pre-deferred tax adjusted EPS. Using this
measure, ‘adjusted’ basic EPS have increased
to 4.75 pence from 3.82 pence last year and
‘adjusted’ fully diluted EPS have increased to
4.24 pence from 3.72 pence.
As at 31 March 2008, cash deposits totalled
£1.03 million (FY2007: £3.01 million) reflecting
both the reversal of advanced payments from
a customer noted in our FY2007 results and
the timing of sales in FY2008 which were
particularly strong in the final quarter. The
group also has unused bank facilities totalling
£0.5 million should we require them. The
balance sheet remains debt free.
Markets
The uncertainty in the financial markets during
the second half of the financial year made
market conditions more difficult for a period.
However, the impact appears to have been
short-lived and we believe that a combination
of our new focus:360° product suite and the
overriding requirement of our customers to
remain compliant with ever more regulation
will continue to ensure that the markets in
which we operate (predominantly the supply
of front office solutions to the UK life and
pensions and mortgage markets) will continue
to be strong.
To succeed, we must continue to invest 
in development and to integrate new
technologies into our applications in order 
to extend our product offering. Accordingly,
in early FY2008, work began on the
development of the next generation of
software solutions, with the development 
of focus:360°, a whole office solution for
financial services distributors, lenders,
bancassurers and providers. focus:360°
covers the key processes of Point of Sale and
Extranet technology through to Sales Support
and Back Office functionality.
The development of focus:360°, together with
the development of successful partnerships
with other suppliers to the UK financial
services industry ensures that Focus offers a
unique and innovative whole of office solution
supporting all sales processes from High 
Net Worth to Execution only. It would be
impractical for Focus to seek to develop every
element of a possible whole of office solution
itself; it is important to be able to offer a “best
of breed” option. To this end we have formed
partnership relationships with Redland
Business Solutions, Towers Perrin, Trigold 
and Assureweb amongst others.
The majority of our revenue during the year
has again been generated by delivering
online and offline POS solutions and Extranets
to UK financial services companies to help
them comply with regulatory requirements,
improve their efficiency and reduce the cost
of the sales process.
Richard Stevenson
Chief Executive
77347 pre  30/6/08  19:53  Page 6 7 Annual Report & Accounts 2008
casestudy
Lincoln Financial Group
the expert Chris Pitt, Lead Business Consultant
Chris is the Lead Business Consultant working within the
‘Sales Response Unit’ for focus:360°. He is responsible
for providing consultancy services to customers and
owning the solution vision through pre-sales into
delivery, working closely with our customers in
developing their strategy and vision for their sales
process.  
Chris is a highly experienced Financial Services
professional with over 20 years experience in the
industry.  He has worked as both a consultant to, and a
senior manager for, some of the UK’s largest Financial
Services organisations directing and managing a variety
of business operations and initiatives.
Improving our service to intermediaries is key to Lincoln and we
believe this solution provides time and efficiency benefits for our
clients. We selected Focus’ technology as it met our business
requirements and priorities for a robust and flexible automated
solution that would provide straight through processing and would
provide an enhanced service to our customers.
David Willis, IT and Strategic Change Director
from Lincoln Financial Group
Following an initial consultancy contract with
Lincoln Financial Group in 2006, Focus Solutions
was awarded a contract for the development
of an intermediary extranet service for their
Lincoln i2Live products for the retirement
planning market.  
Lincoln required a solution that would improve
the adviser experience, be simple and easy 
to use and would be easy to integrate into
existing systems. The service will provide support
for financial advisers selling and servicing
financial services products.
The intermediary solution enables Lincoln to
provide advisers with an online browser based
application, which showcases the product 
set and the ease of illustrating a fully flexible
retirement plan. Through the Lincoln adviser
website, www.lincoln-ifa.co.uk, advisers are
able to generate bespoke illustrations online
of pension products for their clients including
i2Live Accumulator, i2Live Drawdown and
i2Live Annuity.
The solution will include an extranet framework
that utilises Focus’ core components such as 
a case management facility, illustration data
capture and integration to a pre-sales quotation
engine provided by DSTiPAS (Pensions Actuarial
Service). Future enhancements will improve the
service for both the adviser and Lincoln internal
administration, enabling them to track transfer
payments, obtain valuations and re-assign 
cases electronically.
Focus’ innovative front office solutions have
enabled Lincoln to take advantage of the
changing retirement planning market in the UK,
which will facilitate the development of closer
relationships with their intermediaries through
business process automation. 
77347 pre  30/6/08  19:53  Page 7 8
chief executive’s report continued
Focus Solutions Group plc 
Our solutions support the customer facing,
front office elements of the sales process,
as well as the sales support tools and back
office functionality for advisers and
administrators, providing management
information, compliance checking and
utilising reporting tools to comply with FSA
regulation. The leading bancassurers,
providers, distributors and lenders continue to
look to deliver new products ever more
quickly and with greater cost efficiency. In
recent years, changes in regulation have
driven investment in technology to support 
the new distribution models that have begun
to evolve. We see no reason for this to
change; compliance is not an optional 
choice for the financial services industry.
FY2008 was essentially a year of
consolidation for Focus; with progress on the
development and delivery of Phase One of
HSBC’s multi-tie distribution channel for 
life, pensions and investment products,
accompanied by the delivery of major Point 
of Sale solutions and Extranets for Lincoln
Financial Group, AEGON Scottish Equitable
and others. However, the most significant
events from a trading perspective occurred
towards the end of the financial year,
when we were awarded a contract for the
start of Phase Two of HSBC’s multi-tie
distribution channel for life, pensions and
investment products.
Leveraging value from existing customers has
played an important role in Focus’ strategy
and in November, Focus extended its contract
with AEGON Scottish Equitable to develop an
Extranet service that will support the sale of
their suite of Investment Bond products to the
UK intermediary market. The Extranet service
will enable advisers to quote and transact
business electronically whilst tracking the
case through to completion with a high
degree of data pre-population which can be
accessed via multiple distribution channels
from the industry portals such as The
Exchange to leading Network portals such 
as Positive Solutions.
Development
It is essential for the future prosperity of the
group that we continue to invest in product
development. Our technology is one of the
clear differentiators between us and our
competition. Combining this technology with
our business process knowledge and delivery
expertise puts us in a strong position to 
win new business. The development of the
focus:360° whole of office solution aimed 
at lenders, bancassurers, distributors and
providers is integral to the success of
the group.
Strategy
Our goals are clear:
● We want to increase new business wins
and continue to be recognised as the
leading provider of front office solutions 
to the UK financial services markets
● We want to strengthen our position in 
the mid and back office. It is the group’s
strong position in the UK financial 
services sector that underpins its 
growth and profitability
● We intend to increase our penetration of
both the life and pensions and mortgage
market by exploiting our expertise in 
these sectors to make the most of the
continuing structural changes in the
market as a result of the regulatory
environment and increased competition 
● Over the next two to three years, we intend
to increase the proportion of our turnover
that is represented by annually recurring
revenues. focus:360° is designed to be
sold on a per user per month basis, and 
is central to the achievement of this
objective 
We recognise that in today’s market, Focus
must grow faster to build a sustainable
business. A central tenet of this strategy is 
to consider potential acquisitions which will
strengthen our product and market coverage
in the front office. Our strategy is based on
extending our strong position in the front
office space from life and pensions and
mortgages into other associated verticals,
thereby extending our product portfolio,
expanding our client base and bringing
added value to our customer base. This 
will be achieved by a combination of internal
development and acquisition. We spent 
some time and effort on trying to complete 
a number of transactions in FY2008.
Unfortunately, the volatile financial markets in
the middle of the year frustrated these efforts.
Nevertheless, the strategy remains sound and
we will endeavour to execute on it in FY2009.
We aim to deliver much more than just
technology. Our objective is to understand
fully our customers’ business processes 
and to deliver significant added value to 
our customers by developing solutions 
that dramatically reduce their costs and
enhance their ability to adapt to changes 
in their markets.
We have a good story to tell. We provide our
staff with a positive working environment, a
strong work ethos and competitive salaries
and associated benefits. We have a very clear
focus on key markets and we have developed
a profitable and cash generative business.
We have taken a further step forward over the
past year. These results are testament to the
improvements made by the business and to
the efforts of all our employees.
Outlook
The new financial year has started well and 
in line with management expectations. We
look forward to continuing to execute the
established strategy and to continue to
develop a successful, consistently growing,
profitable and cash generative business.
Richard Stevenson
Chief Executive
16 June 2008
77347 pre  30/6/08  19:53  Page 8 Annual Report & Accounts 2008 9
Darren is the Product Development Manager and
lead Technical Architect responsible for the design,
development and delivery of the focus:technology
product suite and our new focus:360
o
propositions.
His role frequently involves him demonstrating and
evangelising focus’ technology in key sales situations.
Darren has over 17 years experience in software
engineering both here and in the USA, and has spent
9 years at Focus working on its core technologies.
Darren’s skills include analysis and design using UML,
relational database design, SQL, Microsoft C# .NET, SOA
and Web Services with a particular expertise in XML,
XML Schema, XPath and XSLT.
the expert Darren Harding,
Product Development Manager 
We have taken a further step forward over the past year. These
results are testament to the improvements made by the business
and to the efforts of all our employees. The new financial year has
started well and in line with management expectations. We look
forward to continuing to execute the established strategy and to
continue to develop a successful, consistently growing, profitable
and cash generative business.
Richard Stevenson, Chief Executive,
Focus Solutions Group plc
Integrated Thinking, Integrated Solutions
Focus’ understanding of the financial services
market is second to none. Focus’ unique
approach is based upon a wealth of industry
experience and domain knowledge. Our
people make the difference to our customer
implementations and the Focus team are 
all highly experienced professionals. In short, 
our people understand the challenges our
customers are likely to face in delivering
complex IT solutions.  
To deliver real benefit to our customers and
drive optimisation of the financial advice
process, Focus takes a consultative led
approach to solution development. From new
start up organisations to long established
institutions, Focus has a breadth of experience
of delivering sales process automation solutions
that can genuinely deliver straight through
processing and the associated benefits. 
We drive transformational innovation within our
customers, delivering solutions that are relevant 
to the market, innovative and successful.
Intelligence gathered from the market and
from implementations within our customer base
of leading financial institutions is objectively
assessed and feeds back into the solution
design, ensuring success.  
We deliver much more than just technology.
Our objective is to fully understand our
customers’ business processes and needs to
deliver significant added value to our clients by
developing solutions that dramatically reduce
their costs and enhance their ability to adapt
to changes in their markets across multiple
distribution channels. 
Working with Focus enables our clients to
achieve their vision – Integrated Thinking, 
Integrated Solutions.  
77347 pre  30/6/08  19:53  Page 9 Focus Solutions Group plc 
Financial review
FY2008 has been a record year for the group
in terms of sales revenues and operating
profits before exceptional costs. Group
revenues increased by 9% to £8.60 million
(FY2007: £7.91 million).
The increased sales revenues fed through to
growth in operating profit. Operating profit for
FY2008 before exceptional items increased 
to £1.46 million (FY2007: £1.20 million).
Operating profit margins before exceptional
items rose from 15.2% to 17.0%. The second
half performance was particularly strong, with
sales of £4.59 million (53% of total sales) 
and operating profit before exceptional 
items of £0.94 million.
Exceptional items comprised restructuring
costs, principally redundancy costs, costs
associated with aborted acquisitions and
costs related to share based payments under
IFRS2. After exceptional items, the group
made an operating profit of £1.19 million,
compared to £0.99 million in FY2007.
Taxation
The group has tax losses of £3.86 million 
as at 31 March 2008 and there was no
material Corporation Tax charge in the year.
A deferred tax asset (£1.03 million) in respect
of losses has been recognised. The result of
this action is a non-cash credit to the profit
and loss account of £0.58 million.
Retained profit
Retained profit for the year of £1.98 million
compared to £1.57 million in FY2007.
Earnings per share
As a result of the deferred tax credit this 
year and the likely reversal of this over 
future years; the basic and fully diluted 
EPS calculations will exhibit a high degree 
of volatility. A more stable measure of
EPS, which excludes the impact of the
recognition of tax losses which arose 
in the initial stages of the company’s
development, is pre-deferred tax adjusted
EPS. Using this measure, “adjusted” basic
EPS have increased to 4.75 pence from 
3.82 pence last year and “adjusted” fully
diluted EPS has increased from 3.72 pence 
to 4.24 pence.
Cash flow
As expected, operating cash flow was weaker
in the year. This reflected the anticipated
reversal of a substantial advanced payment
from a customer combining with the timing 
of billings in the latter half of the year.
As a result, this generated cash outflows 
from operating activities of £1.98 million
(FY2007: £2.80 million inflow) leading to a 
net cash balance of £1.03 million at the end
of FY2008 (FY2007: £3.01 million).
IFRS
As an AIM listed company, the group is
required to adopt International Financial
Reporting Standards (IFRS) for accounting
periods starting after 1 January 2007. These
are the first full year results to be reported
under IFRS and the opening balance sheet at
1 April 2006 and the comparative figures for
the year ended 31 March 2007 have been
restated under IFRS. IFRS differs from UK
GAAP in a number of respects and this has
resulted in some changes to Focus’ previously
reported figures. These changes are not
material but principally related to presentation
of certain assets and liabilities.
The change to IFRS in this financial year 
has impacted on the reported results of
the business in that certain Research and
Development costs, having met criteria 
under IAS 38 have been capitalised under
IFRS. Details of the effect of the adoption of
IFRS on the results of the group compared 
to UK GAAP are given in note 26 to the
financial statements.
Martin Clements
Finance Director
16 June 2008
Martin Clements
Finance Director
finance director’s report
77347 pre  30/6/08  19:53  Page 10 11
customers
profit
before taxation (£’000)
1,035
112
26
1,400
07 06 05 08
Abbey
AEGON Scottish Equitable
AXA
Barclays
Capita Financial Software Limited
Capital Home Loans
Homeloan Management Ltd
HSBC
Home of Choice
Irish Life
Lincoln Financial Group
Lloyds TSB
Norwich Union
Openwork
Prudential
St James’s Place
Standard Life
The Co-Operative Insurance
TietoEnator
Trigold
West Bromwich Building Society
Woolwich
Annual Report & Accounts 2008
77347 pre  30/6/08  19:53  Page 11 12 Focus Solutions Group plc 
Alastair Taylor, Non Executive Chairman
Alastair was previously the President of the Global Financial Services Industry for
Unisys Corporation and a member of the Executive Management Board. During
more than 30 years in the IT industry he has held senior executive positions in the
UK and internationally. He has held a number of non-executive positions on the
boards of private and public companies over the last seven years and is currently
Chairman of UniRisX Ltd and Non-Executive Director of Orbiscom Ltd. He also
provides consultancy to the Venture Capital Industry.
Richard Stevenson, Chief Executive
Richard was appointed Chief Executive of Focus Solutions Group plc on 1 March
2006. He brings to the group a broad experience of developing software-based
technology businesses in a global market. Richard’s previous role was CEO and
President for Business Agility Limited, a systems integrator focusing on enterprise
class operations software and related services. Before that he was CEO and
President of AST Europe.
Frank Murray, Chief Technology Officer
Frank joined Focus as Product Development Manager in May 2000. Prior to Focus
he spent 18 years in a variety of senior technical roles with AT&T and Cap Gemini
focusing on the financial services market. Frank was appointed Chief Technology
Officer on 1 April 2002.
Martin Clements, Finance Director
Martin Clements qualified as a chartered accountant in 1987. Martin joined Focus
from Bond International Software Plc, where he had been Group Finance Director.
Prior to joining Bond, Martin worked in a number of senior positions with Eurobell
Holdings Plc and Vickers Plc.
John Streets, Founder and Non-Executive Director
John is the founding director of Focus. John has a 20 year track record in IT sales
and the financial services business working for Honeywell Information Systems,
Wang Computers, Fame Computers and Intuitive Systems. After helping the Board
to recruit Richard Stevenson as Group Chief Executive, John changed his role to
Non-Executive Director.
Piers Brooke, Non Executive Director
Piers had a career in Banking spanning 37 years holding senior management
positions in London, Paris, Hong Kong and New York. He joined Focus as a director
in 2000 and currently holds directorships in a number of other Public and Private
companies.
Martin Fiennes, Non Executive Director
Martin spent eight years as an investment manager with Top Technology Ventures
Limited, the venture capital firm that originally backed Focus. He now acts as a
corporate finance advisor.
directors
77347 pre  30/6/08  19:54  Page 12 Code of Best Practice
The Board of Directors is accountable to the company’s shareholders for the corporate governance of the group. The Directors support the
principles of good corporate governance contained within the 2006 Financial Reporting Council (FRC) Combined Code. However, under the 
rules of the Alternative Investment Market (“AIM”) the company is not required to comply with the Code. Nevertheless, the Board recognises 
the importance of good corporate governance procedures and accordingly has selected those principles and provisions of the Code which 
they consider relevant and appropriate to the group, bearing in mind its size, structure and stage of development. This statement sets out how 
the principles of good governance are adhered to by the Board.
The Board and its Committees
The composition of the Board is set out on Page 12. The Board currently comprises a non-executive Chairman, three executive Directors and 
three non-executive Directors. The senior non-executive Director is Piers Brooke. The company does not combine the role of chairman and 
chief executive.
The Board meets regularly to review not only the current state of the business but also to determine its future strategic direction. The Board 
has a formal schedule of matters specifically reserved for its decision. All the Directors are free to bring any matter to the attention of the 
Board, at any time. The Board met eleven times last year.
The Audit Committee consists exclusively of non-executive Directors. The Chief Executive and Finance Director and representatives from 
the external auditors normally attend meetings by invitation, but the Committee has the right to meet without such persons being present.
The Committee has formally delegated duties and responsibilities and meets at least twice a year.
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 has unrestricted access 
to the company’s auditors.
The Remuneration and Nomination Committee consists of the non-executive Chairman and senior independent non-executive Director. The 
other non-executive Directors, Chief Executive and Finance Director normally attend meetings by invitation, but the committee has the right to
meet without such persons being present. The committee has formally delegated duties and responsibilities and meets at least twice a year.
The Remuneration and Nomination Committee reviews the scale and structure of the executive Directors’ remuneration and the terms of their
contracts. The remuneration and terms and conditions of appointment of the non-executive Directors are set by the Board. The Committee also
administers the Share Option Schemes and is responsible for approval of senior appointments.
The Report of the Board on Directors’ Remuneration and on Group Remuneration Policy giving details of company policy and individual Directors’
remuneration is set out on pages 18 to 21. The remuneration arrangements of the non-executive Directors are determined by the Board as a
whole. The notice period provisions contained in the Directors’ service contracts are summarised on page 19 of these accounts.
All the Directors have access to the advice and services of the Company Secretary and may, in furtherance of their duties, take independent 
legal and financial advice at the group’s expense. They also have access to the minutes of the Board, in which any concerns expressed by 
them regarding matters pertaining to the group are recorded.
Attendance at meetings
There were eleven board meetings held during the year. The board members attended each of the meetings as follows:
Board Audit Remuneration and 
Committee Nominations Committee
(Max 11) (Max 2) (Max 3)
P Brooke 10 2 2
M Clements 11 2* 2*
M Fiennes 11 2 3*
F Murray 11 – –
R Stevenson 11 2* 3*
J Streets 11 2* 3*
A Taylor 11 2 3
* Attendance by invitation only
13 Annual Report & Accounts 2008
directors’ statement
on corporate governance
77347 pre  30/6/08  19:54  Page 13 Internal control
The Board is responsible for maintaining an effective system of internal controls to safeguard shareholders’ investment and the group’s assets
and for reviewing its effectiveness. The Directors recognise that no system can provide absolute assurance against material misstatement or loss.
The group’s system of internal controls is designed to manage the risk of failure to achieve business objectives and include, but are not limited to:
● the Board, which includes four non-executive Directors, having overall responsibility for the decision making in the group;
● a comprehensive annual planning and budgeting process, requiring Board approval, is carried out in advance of the start of the financial
year against which the group’s actual performance is monitored by the Directors. Detailed management accounts and financial forecasts
are compiled and actual results compared to budget on a monthly basis;
● the Directors have put in place an organisational structure with clearly defined lines of responsibility and delegation of authority;
● the group’s management has a clear responsibility for identifying risks facing the business and for putting in place procedures to mitigate
and monitor those risks which the Board ratifies; and
● there are clearly defined control policies and procedures for all transactions including appropriate authorisation levels.
The group’s organisational structure has clear lines of responsibility. Operating and financial responsibility for subsidiary companies is delegated
to operational management, including risk assessment. The executive management meet regularly to review operating performance against
agreed targets and objectives. This team is also responsible for resource allocation, internal communication and enforcement of the company’s
policies and procedures.
The Board reviews from time to time the need for an Internal Audit function and remains of the opinion that the systems of financial control are
appropriate to the group’s present activities and size and that such a function would be unnecessary at this time.
The Directors have reviewed the effectiveness of the group’s internal control systems for the year ended 31 March 2008. The Board considers 
that in light of the control environment described above, that the company’s internal controls are effective and appropriate for the business and
that there is no current requirement for a separate internal audit function.
This report was approved by the Board on 16 June 2008 and signed on its behalf by:
M J Clements
Secretary
14 Focus Solutions Group plc 
directors’ statement
on corporate governance continued
77347 pre  30/6/08  19:54  Page 14 The Directors present their annual report and the audited consolidated financial statements of Focus Solutions Group plc for the year ended 
31 March 2008.
Business review and principal activities
The company is a holding company for a group of companies whose principal activity is the development, supply and support of
software solutions and associated services to the UK financial services market. During the year the group has started development on 
the focus:360º whole of office solution, which when completed will allow the group to supply mid-office and back-office solutions to the 
UK financial services market.
As shown in the group’s income statement on page 23, the group’s sales revenues have increased by 9% over the prior year (FY2007: 20%).
The sales growth can principally be attributable to progress on the development of Phase One of the HSBC multi channel POS system and 
initial orders for focus:360º with growth in both professional services and licence revenues.
One of the key measurements of the company’s performance is the number of customers spending more than £100,000 per annum. In FY2008,
there were 10 customers spending in excess of £100,000 with the group, with two customers spending more than £1 million. In FY2007,13
customers spent more than £100,000 with two customers spending more than £1 million.
The company continues to invest in product development which has resulted in a number of improvements and updates to the company’s existing
propositions. The Directors regard such investment as necessary for the continued success in the medium to long term future of the business.
During the year, the group substantially increased its investment in product development, with the start of the development of the new whole 
of office solution, focus:360º combined with further improvements in the core software, focus:technology. Total research and development
expenditure in FY2008 of £0.86 million equalled 10% of turnover (FY2007: 5%). The investment in focus:360º has been capitalised in FY2008
under IAS 38.
The company’s other key measurements of effectiveness of its operations are gross and net operating margins. In FY2008, our gross margin 
was 55% (FY2007: 69%). In the medium term, we expect our gross margins to improve with the shift in sales mix from lower margin professional
services to recurring licence revenues. However, this improvement is unlikely to be seen until FY2010. Nevertheless, it is our target to return gross
margins above 60%.
The balance sheet on page 25 shows the group’s financial position at the year end. The net assets position at the year end is stronger than the
previous year. However, because of the timing of billings in FY2008, cash balances have fallen from £3.0 million to £1.0 million while debtors 
have risen to £5.48 million from £4.30 million.
A more detailed review of activities and developments in the group is contained in the Chairman’s Statement on page 4, the Chief Executive’s
Statement on pages 6 to 8 and the Finance Director’s Report on page 10.
Future prospects
The Board believes that the group is well positioned for the future. The uncertainty in the financial markets in the second half of FY2008 made
market conditions difficult for a period. However, the impact was short lived and the company is benefiting from the successful launch of the
focus:360º whole of office solution. There is much scope for growth within the UK and Irish financial services market and opportunities are
expected to arise in the rest of Europe via partnerships in the medium term.
Results and dividends
The profit on ordinary activities for the year after taxation was £1.98 million (FY2007: £1.57 million). The company cannot currently pay dividends
owing to insufficient distributable reserves. At the Annual General Meeting shareholder approval will be sought for the company to apply to Court
for the cancellation of its share premium account. If approval is given by the Court, this will create distributable reserves and the company shall
look to pay a maiden dividend.
Directors and their interests
The Directors who served during the year were as follows:
Executive Directors Non-Executive Directors
Richard Stevenson Alastair Taylor
Martin Clements John Streets
Frank Murray Martin Fiennes
Piers Brooke
The interests of the Directors in the share capital of the company are shown in the Remuneration and Nomination Committee’s Report on 
pages 18 to 21.
15 Annual Report & Accounts 2008
directors’ report
77347 pre  30/6/08  19:54  Page 15 Proceeds from share issues during the year
A total of £34,000 (FY2007: £115,000) was received in proceeds from the exercise of share options during the year.
Substantial shareholdings
On 13 June 2008 the company had been notified of the following holdings of 3% or more of its issued share capital.
Number of shares %
John Streets 8,500,000 28.85
Azini Capital Partners LLP 7,916,318 26.87
Liontrust 3,254,550 11.05
Bluehone Investors 1,440,000 4.89
Rathbones 1,000,000 3.39
Close Investment Limited 969,170 3.29
No other person has reported an interest of more than 3% in the ordinary shares.
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.
Statement of Directors’ responsibilities in respect of the annual report and the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the group
financial statements in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union and the parent
company financial statements and the Directors’ Remuneration Report in accordance with applicable law and United Kingdom Accounting
Standards (United Kingdom Generally Accepted Accounting Practice). The financial statements are required by law to give a true and fair view 
of the state of affairs of the Group and of the profit or loss of the group for that period.
In preparing those financial statements, the Directors are required to:
(a)  select suitable accounting policies and then apply them consistently;
(b)  make judgements and estimates that are reasonable and prudent;
(c)  state that the group financial statements comply with IFRS as adopted by the European Union and with regard to the parent company
financial statements that applicable UK Accounting Standards have been followed, subject to any material departures disclosed and
explained in the financial statements; and
(d)  prepare the group and parent company financial statements on the going concern basis unless it is inappropriate to presume that the group
will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position 
of the company and the group and to enable them to ensure that the group financial statements comply with the Companies Act 1985 and article
4 of the IAS Regulation and the parent company financial statements and the Directors’ Remuneration Report comply with the Companies Act
1985. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
Statement of disclosure of information to auditors
In the case of each of the persons who were Directors at the time when the report is approved under section 234ZA of the Companies Act 1985,
the following applies:
(a)  so far as the Director is aware, there is no relevant audit information of which the company’s auditors are unaware; and
(b)  he has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and 
to establish that the company’s auditors are aware of that information.
16 Focus Solutions Group plc 
directors’ report continued
77347 pre  1/7/08  16:47  Page 16 The Directors are responsible for the maintenance and integrity of the group’s website. Information published on the Internet is accessible in
many countries with different legal requirements. Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Employees
The group’s policy is to consult and discuss with employees on matters which are likely to affect their interests, including information about the
group’s performance and plans. This is accomplished through individual performance reviews and regular briefings.
The group is an equal opportunity employer and makes every effort to ensure disabled people are not discriminated against on the grounds of
their disabilities. In the event of staff becoming disabled, every effort is made to ensure that their employment continues and that appropriate
training is arranged. Employees are kept informed regarding the group’s affairs and are consulted on a regular basis through meetings, wherever
feasible and appropriate.
Participation by employees in the success of the group is encouraged. Employees are encouraged to own shares in the company and
approximately 49% (FY2007: 60%) of employees are shareholders and/or hold options in the company’s share option schemes.
Investment in research and development
The group continues to invest heavily in product development. During the year, total expenditure on product development activities increased 
from £0.42 million in FY2007 to £0.86 million in FY2008. Of this sum, £0.6 million was capitalised in accordance with IAS 38 (FY2007: nil).
Charitable and political contributions
During the year under review, the group made charitable contributions totalling £700 (FY2007: £275). The group’s policy in respect of charitable
donations is to support local charities. The most significant donations made in FY2008 were to the Warwickshire Fire-fighters Fund. There were 
no political donations (FY2007: £nil).
Creditor payment policy
The group recognises the importance of good relationships with its suppliers and agrees appropriate terms and conditions for business
transactions with suppliers. Payment is then made on these terms subject to the terms and conditions being met by the suppliers. The 
average number of day’s credit taken on the company’s outstanding balance at the year end is 51 days (FY2007: 51 days).
Directors’ indemnities
The company has made qualifying third party indemnity provisions for the benefit of its Directors which were made during the year and remain 
in force at the date of this report.
Financial instruments
The group’s financial instruments comprise borrowings, cash and short-term deposit and various items, such as trade receivables and trade
payables that arise directly from its operations. The main purpose of these financial instruments is to fund the group’s operations as well as 
to manage working capital, liquidity and invest surplus funds.
It is, and has been throughout the period under review, the group’s policy not to enter into derivative transactions and no trading in financial
instruments has been undertaken. The group faces few risks pertaining to financial instruments.
Principal risks and uncertainties
Focus is exposed to a number of risks and uncertainties although these are not considered to be any more severe than for comparable quoted
companies adopting similar strategies. The group has instituted a formal risk assessment review which is controlled at Board level. The key risks
have been categorised as business risks, financial risks, compliance risks or operational risks. The Executive Directors report to the Board on a
quarterly basis on the likelihood of an event identified as a key risk happening, the impact on the business if the event occurred, what actions
have been taken to mitigate the risk of the event happening, the current status and which executive is responsible for managing that risk. Further
details are provided in note 18.
Re-appointment of Auditors
A resolution to re-appoint PricewaterhouseCoopers LLP as the company’s auditor will be proposed at the forthcoming Annual General Meeting.
This report was approved by the Board on 16 June 2008 and signed on its behalf by:
M J Clements
Secretary
17 Annual Report & Accounts 2008
77347 pre  30/6/08  19:54  Page 17 The Remuneration and Nomination Committee (“the Committee”), comprising Alastair Taylor and Piers Brooke with Alastair Taylor as Chairman,
meets as required during the year. The other non-executive Directors and executive Directors may also be invited to attend meetings but may 
not vote and are not involved in any matter relating to themselves. Except where stated otherwise, this report has not been audited.
Remuneration policy
The policy of the Committee is to ensure that the remuneration packages offered to the executive Directors are competitive and designed to
attract, retain and motivate executive Directors and senior executives of an ability, experience and integrity to manage the affairs of the group.
These packages are reviewed regularly and independent advice is taken when appropriate. They are structured to include both short and longer
term incentives. None of the Committee has any personal financial interest (other than as shareholders), conflicts of interest or day-to-day
involvement in running the business. No Director plays a part in deciding their own remuneration.
The remuneration of the non-executive Directors is determined by the Board. The non-executive Directors do not participate in the bonus scheme,
nor do they receive any other benefits.
There are five main elements of the remuneration package for executive Directors:
● basic salary;
● bonuses;
● pensions;
● other benefits; and
● share option incentives
Basic salary
The basic salaries of the executive Directors are determined after a review of the performance of the individual. It is the aim of the Committee to
reward Directors competitively and commensurate with their responsibilities and experience. Basic salaries were last reviewed in November 2007.
Bonuses
Executive Directors participate in a bonus scheme linked to the achievement of demanding business and corporate objectives, primarily profit.
The payment of bonuses is at the discretion of the Committee and any bonuses are paid annually in arrears.
Pensions
The company contributes a pre-set percentage of pensionable earnings to defined contribution schemes for the current executive Directors.
Other benefits
Executive Directors are provided with a company car or car allowance, and private healthcare, in line with market practice.
Directors and their interests
The Directors who served during the year, and their beneficial interests in the share capital of the company are shown below. At the Annual
General Meeting to be held on 30 July 2008, Mr M J Clements and Mr F Murray will retire and offer themselves for re-election.
This section of the Remuneration and Nomination Committee’s Report is audited:
Share options
The group operates the following share option schemes:
–  an EMI scheme
–  an Inland Revenue Approved scheme
–  an Unapproved scheme
–  a Long Term Incentive Plan
These schemes are administered and the grant of options supervised by the Committee. The Committee has adopted a policy of phased grants
of options, either yearly or half-yearly.
The Committee sets performance conditions designed to incentivise senior management in a way, which is intended, if achieved, to enhance
shareholder returns. After careful consideration, and taking into account the stage the company has reached in its development, the Committee
decided to adopt performance conditions allowing exercise of options upon the achievement of a target share price figure within a maximum
period of three years for all options issued during the year. The Committee has chosen this as the most appropriate measure in that it is both
closely aligned with shareholder interests and is a readily visible indicator of the group’s underlying financial performance.
18 Focus Solutions Group plc 
remuneration and nomination 
committee’s report   
77347 pre  30/6/08  19:54  Page 18 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.
In FY2008, the Committee introduced a Long Term Incentive Plan (“LTIP”).
Service ontracts
R Stevenson, F Murray and M J Clements have service contracts with the company, which are capable of termination by the company giving 
six months notice. In the event of an offer for the company becoming unconditional, then for a period of twelve months after the takeover this
notice period is extended to a year.
A M Taylor, P L Brooke, J B Streets and M G Fiennes have letters of appointment with the company, which cover a period of one year and are
capable of termination under certain circumstances.
The remuneration of the Directors was as follows:-
Total
Salary, Compensation excluding
bonuses for loss Other pension Pension Total
c
& fees of office benefits contributions contributions £’000
(Audited) (Audited) (Audited) (Audited) (Audited) (Audited)
Year ended 31 March 2008
R Stevenson 150 – 14 164 15 179
M J Clements 100 – 16 116 10 126
F Murray 95 – 12 107 10 117
A M Taylor 32 – – 32 – 32
J B Streets 20 – – 20 – 20
P L Brooke 20 – – 20 – 20
M G Fiennes 20 – – 20 – 20
Total 437 – 42 479 35 514
Total
Salary, Compensation excluding
bonuses for loss Other pension Pension Total
& fees of office benefits contributions contributions £’000
(Audited) (Audited) (Audited) (Audited) (Audited) (Audited)
Year ended 31 March 2007
R Stevenson 238 – 13 251 15 266
M J Clements 164 – 13 177 10 187
M A Loosmore 41 25 5 71 3 74
F Murray 161 – 11 172 9 181
A M Taylor 26 – – 26 – 26
J B Streets 17 – – 17 2 19
P L Brooke 18 – – 18 – 18
M G Fiennes 12 – – 12 – 12
M A Thelwell – 30 – 30 – 30
Total 677 55 42 774 39 813
19 Annual Report & Accounts 2008
77347 pre  30/6/08  19:54  Page 19 Directors’ interests
According to the register of the Directors’ interests in the shares of the company the following shares were held:
31 March 2008 1 April 2007 
Number of Number of
Ordinary shares Ordinary shares
A M Taylor 175,000 175,000
J B Streets 8,500,000 8,500,000
M J Clements 150,530 150,530
M G Fiennes 73,634 73,634
P L Brooke 55,000 55,000
F Murray 52,400 52,400
R Stevenson 30,000 30,000
The following share options were held by Directors:
At 1 April At 31 March Exercise
2007 2008 Price Exercise
Director Date Granted Scheme Number Number Pence Period Note
F Murray 16.06.2003 The EMI Scheme 75,000 75,000 25 16.06.2006 to 15.06.2013 A
F Murray 14.01.2004 The EMI Scheme 3,285 3,285 35 14.01.2007 to 13.01.2014 A
F Murray 14.01.2004 The Approved Scheme 85,714 85,714 35 14.01.2007 to 13.01.2014
F Murray 04.01.2007 The EMI Scheme 165,155 165,155 48.5 04.01.2010 to 03.01.2017 B
F Murray 28.06.2007 The Unapproved Scheme 100,481 100,481 48.5 04.01.2010 to 03.01.2017 B
F Murray 28.06.2007 LTIP – 383,838 nil 28.06.2010 to 27.06.2017 H
M J Clements 16.06.2003 The EMI Scheme 50,000 50,000 25 16.06.2006 to 15.06.2013 C
M J Clements 14.01.2004 The EMI Scheme 50,000 50,000 35 14.01.2007 to 13.01.2014 C
M J Clements 09.01.2006 The EMI Scheme 205,680 205,680 21 09.01.2009 to 08.01.2016 D
M J Clements 04.01.2007 The EMI Scheme 55,272 55,272 48.5 04.01.2010 to 03.01.2017 E
M J Clements 04.01.2007 The Unapproved Scheme 68,683 68,683 48.5 04.01.2010 to 03.01.2017 E
M J Clements 28.06.2007 LTIP – 404,040 nil 28.06.2010 to 27.06.2017 H
R Stevenson 01.09.2006 The EMI Scheme 615,384 615,384 nil 01.09.2009 to 31.08.2016 F
R Stevenson 01.09.2006 The Unapproved Scheme 279,288 279,288 nil 01.09.2009 to 31.08.2016 F
R Stevenson 04.01.2007 The Unapproved Scheme 251,022 251,022 nil 04.01.2010 to 03.01.2017 G
R Stevenson 28.06.2007 LTIP – 606,060 nil 28.06.2010 to 27.06.2017 H
Note:
A   Performance conditions are attached to the EMI options granted to F Murray whereby EPS is required to reach 5p, 10p, 10p, 12p and 12p
respectively, for the tranches of 25,000, 50,000, 15,000, 75,000 and 3,285 options within 5 years of grant and in addition in respect of the
tranche of 50,000 options only 25,000 will be exercisable at the earliest after 3 years from date of grant the balance being exercisable at 
the earliest of 4 years from the date of grant.
B   Performance conditions are attached to the 165,155 EMI options and 100,481 Unapproved options granted to F Murray whereby the share
price for the company’s shares must exceed an average price of 63.05 pence for any three-month period during the period from date of
grant to 91 days after the announcement of the company’s annual results for the financial year ending 31 March 2010.
C   Performance conditions are attached to the EMI options granted to M J Clements whereby EPS is required to reach 12p, for each tranche 
of 50,000 options within 5 years of grant.
D   Performance conditions are attached to the 205,680 EMI options granted to M J Clements whereby the share price for the company’s shares
must exceed an average price of 89 pence for any three month period before 30 June 2009.
E   Performance conditions are attached to the 55,272 EMI options and 68,683 Unapproved options granted to M J Clements whereby share 
price for the company’s shares must exceed an average price of 63.05 pence for any three-month period during the period from date of
grant to 91 days after the announcement of the company’s annual results for the financial year ending 31 March 2010.
20 Focus Solutions Group plc 
remuneration and nomination 
committee’s report continued
77347 pre  30/6/08  19:54  Page 20 F   Performance conditions are attached to the 615,384 EMI and 279,288 Unapproved options granted to R Stevenson whereby the share price 
for the company’s shares must exceed an average price of 89 pence for any three-month period during the period from date of grant to 
91 days after the announcement of the company’s annual results for the financial year ending 31 March 2009.
G   Performance conditions are attached to the 251,022 Unapproved options granted to R Stevenson whereby share price for the company’s
shares must exceed an average price of 63.05 pence for any three-month period during the period from date of grant to 91 days after the
announcement of the company’s annual results for the financial year ending 31 March 2010.
H   Performance conditions are attached to the 383,838 LTIP options granted to F Murray, the 404,040 LTIP options issued to M J Clements and
the 606,060 LTIP options issued to R Stevenson whereby the options can only be exercised in full if the share price of the company’s shares
exceeds 171 pence per share averaged over a 30 day period prior to 28 June 2010. The entire option lapses if the share price of Focus
Solutions is below 89 pence per share averaged over a 30 day period prior to 28 June 2010. At 89 pence, 10% of the option is exercisable,
with further options exercisable on a straight line basis up to the maximum at 171 pence.
During the year from 1 April 2007 to 31 March 2008 the mid-market price of the ordinary shares had a range from 25p, the price at 30 January
2008, to 72p on 2 May 2007. The mid-market price at the year-end was 29 pence.
Alastair M Taylor
Chairman
21 Annual Report & Accounts 2008
77347 pre  30/6/08  19:54  Page 21 We have audited the group financial statements of Focus Solutions Group plc for the year ended 31 March 2008 which comprise the consolidated
income statement, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of change in shareholders’
equity and the related notes. These group financial statements have been prepared under the accounting policies set out therein. We have also
audited the information in the Directors’ Remuneration Report that is described as having been audited.
We have reported separately on the parent company financial statements of Focus Solutions Group plc for the year ended 31 March 2008.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the group financial statements in accordance with applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the group financial statements in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the company’s members as a 
body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
We report to you our opinion as to whether the group financial statements give a true and fair view and whether the group financial statements
have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether 
in our opinion, the information given in the Directors’ Report is consistent with the financial statements.
In addition, we report to you if in our opinion we have not received all the information and explanations we require for our audit, or if information
specified by law regarding director’s remuneration and other transactions is not disclosed.
We review whether the Corporate Governance Statement reflects the company’s compliance with the nine provisions of the 2003 FRC Combined
Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider
whether the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the group’s corporate
governance procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited group financial statements.
The other information comprises only the Highlights of FY2008, the Chairman’s Statement, the Chief Executive’s Report, the Finance Director’s
Report, the Directors’ Statement of Corporate Governance, the Directors’ Report and the unaudited elements of the Remuneration and
Nomination Committee’s report. We consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the group financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the group financial statements. It also includes an
assessment of the significant estimates and judgments made by the directors in the preparation of the group financial statements, and of whether
the accounting policies are appropriate to the group’s circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide 
us with sufficient evidence to give reasonable assurance that the group 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 group
financial statements.
Opinion
In our opinion:
● the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the
group’s affairs as at 31 March 2008 and of its profit and cash flows for the year then ended; and 
● the group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation.
● the information given in the Directors’ Report is consistent with the financial statements.
PricewaterhouseCoopers LLP 
Chartered Accountants and Registered Auditors
Birmingham
22 Focus Solutions Group plc 
independent auditor’s report to the members of
focus solutions group plc
77347 pre  30/6/08  19:54  Page 22
16 June 2008 Year ended Year ended
31 March 31 March
2008 2007
Notes £’000 £’000
Revenue 3 8,600 7,908
Cost of sales (3,851) (2,441)
Gross profit 4,749 5,467
Overheads
Distribution costs (1,170) (1,407)
Administrative expenses (including exceptional costs of £270,330, FY 2007: £209,000) (2,388) (3,070)
(3,558) (4,477)
Operating profit 4 & 5 1,191 990
Operating profit before exceptional costs 1,461 1,199
Share based payment expense 8 (87) (13)
Aborted acquisition costs 8 (148) –
Re-organisation costs 8 (35) (196)
Operating profit after exceptional costs 1,191 990
Finance income 9 219 47
Finance costs 9 (10) (2)
Net finance income 9 209 45
Profit before income tax 1,400 1,035
Income tax 10 576 532
Profit for the year 21 1,976 1,567
Attributable to equity holders of the company 1,976 1,567
Earnings per ordinary share
Basic 11 6.71p 5.46p
Diluted 11 5.99p 5.22p
The operating profit for both years arises from the company’s continuing operations. 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 in accordance with 
UK GAAP , for the financial year amounted to £0.04 million (FY2007: £0.01 million loss).
23 Annual Report & Accounts 2008
consolidated income statement
for the year ended 31 March 2008
77347 accounts  30/6/08  17:58  Page 23 Year ended Year ended
31 March 31 March
2008 2007
£’000 £’000
Profit for the financial year 1,976 1,567
New equity issued 34 115
Cost of employee share option scheme 87 13
Opening shareholders’ equity 4,044 2,349
Closing shareholders’ equity 6,141 4,044
24 Focus Solutions Group plc 
consolidated statement of changes in equity
for the year ended 31 March 2008
77347 accounts  30/6/08  17:58  Page 24 25 Annual Report & Accounts 2008
consolidated balance sheet
as at 31 March 2008
2008 2007
Notes £’000 £’000
Non current assets
Intangible assets 12 746 58
Property, plant and equipment 13 198 160
Trade and other receivables 16 609 221
Deferred income tax  15 1,026 450
Current assets 2,579 889
Trade and other receivables 16 4,352 3,625
Cash and cash equivalents 1,027 3,005
5,379 6,630
Total assets 7,958 7,519
Current liabilities
Trade and other payables 17 1,303 2,615
Current tax liabilities 17 514 860
Total liabilities 1,817 3,475
Net assets 6,141 4,044
Capital and reserves attributable to equity holders of the company
Called up share capital 19 & 21 2,946 2,930
Share premium 21 9,899 9,881
Merger reserve 21 220 220
Share option reserve 21 149 62
Retained earnings 21 (7,073) (9,049)
Total shareholders’ equity 6,141 4,044
The financial statements on pages 23 to 48 were approved and authorised by the Board on 16 June 2008 and were signed on its behalf by:
R Stevenson M J Clements
Director Director
77347 accounts  1/7/08  17:11  Page 25 2008 2007
Notes £’000 £’000
Cash (absorbed)/generated from operations 22 (1,368) 2,799
Net finance (costs)/income 9 209 45
Income tax (paid)/received 10 – 82
Net cash from operating activities (1,159) 2,926
Investing activities
Purchases of property, plant and equipment 13 (119) (127)
Purchases of intangible assets 12 (734) (32)
Net cash used in investing activities (853) (159)
Financing activities
Issue of ordinary shares 21 34 115
Net cash from financing activities 34 115
Net (decrease)/increase in cash and cash equivalents (1,978) 2,882
Cash and cash equivalents at start of the year 3,005 123
Cash and cash equivalents at end of the year 1,027 3,005
26 Focus Solutions Group plc 
consolidated cash flow statement
for the year ended 31 March 2008
77347 accounts  30/6/08  17:58  Page 26 1 Accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
General information
The principal activities of Focus Solutions Group plc (‘the company’) and its subsidiaries (together ‘the group’) are the development, supply
and support of software solutions and associated services to the UK financial services market.
The company is a public limited company which is listed on AIM and is incorporated and domiciled in the UK. The address of its registered
office is Cranford House, Kenilworth Road, Leamington Spa, Warwickshire, CV32 6RQ.
The registered number of the company is 3911357.
Basis of preparation
The consolidated financial statements of Focus Solutions Group plc have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union (EU), IFRIC interpretations and the Companies Act 1985 applicable to
Companies reporting under IFRS for the first time. The disclosures required by IFRS 1 ‘First Time Adoption of IFRS’ concerning the
transition from United Kingdom Generally Accepted Accounting Principles (UK GAAP) to IFRS are given in note 26 of these financial
statements. In these financial statements the 2007 comparative figures have been restated in accordance with IFRS.
The financial statements of the company as an entity continue to be prepared under UK GAAP and are presented separately on 
pages 50 to 57.
The consolidated financial statements have been prepared under the historical cost convention. The principal accounting policies adopted
are set out below.
On adoption of IFRS, the company has taken the following exemptions from full retrospective restatement, as permitted by IFRS 1,
First Time Adoption of International Financial Reporting Standards:
IFRS 3 – ‘Business combinations’:
The company has not reclassified business combinations prior to the date of transition, and has maintained the treatment adopted under
UK GAAP .
IFRS 2 – ‘Share based payments’:
The company has, as permitted by IFRS 2, not recognised a share-based payment expense for any share-based payment obligations
granted prior to 7 November 2002 and not vested by the transition date.
IAS 32 and IAS 39 – ‘Financial instruments’:
The company has taken the exemption from applying the provisions of IAS 32, Financial Instruments: Disclosure and Presentation, and 
IAS 39, Financial Instruments: Recognition and Measurement, in the comparative year.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the group’s accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed 
in note 2.
(a) Standards, amendment and interpretations effective in the year ended 31 March 2008
IFRS 7, ‘Financial instruments: Disclosures’, and the complementary amendment to IAS 1, ‘Presentation of financial statements – Capital
disclosures’, introduces new disclosures relating to financial instruments and does not have any impact on the classification and valuation 
of the group or company’s financial instruments, or the disclosures relating to taxation and trade and other payables.
IFRIC 8, ‘Scope of IFRS 2’, requires consideration of transactions involving the issuance of equity instruments, where the identifiable
consideration received is less than the fair value of the equity instruments issued in order to establish whether or not they fall within the
scope of IFRS 2. This standard does not have any impact on the group or company’s financial statements. The company already applies 
an accounting policy which complies with the requirements of IFRIC 8.
27 Annual Report & Accounts 2008
notes to the consolidated financial statements
77347 accounts  30/6/08  17:58  Page 27 1 Accounting policies (continued)
IFRIC 10, ‘Interim financial reporting and impairment’, prohibits the impairment losses recognised in an interim period on goodwill and
investments in equity instruments and in financial assets carried at cost to be reversed at a subsequent balance sheet date. This standard
does not have any impact on the group or company’s financial statements.
IFRIC 11, ‘IFRS 2 – Group and treasury share transactions’, provides guidance on whether share-based transactions involving treasury
shares or involving group entities (for example, options over a parent’s shares) should be accounted for as equity-settled or cash-settled
share-based payment transactions in the stand-alone accounts of the parent and group companies. This interpretation does not have an
impact on the group or company’s financial statements.
(b) Standards, amendments and interpretations effective in the year ended 31 March 2008 but not relevant
The following standards, amendments and interpretations to published standards are mandatory for accounting periods beginning on 
or after 1 January 2007 but they are not relevant to the group or company’s operations:
● Revised guidance on implementing IFRS 4, ‘Insurance contracts’;
● IFRIC 7, ‘Applying the restatement approach under IAS 29, Financial reporting in hyper-inflationary economies’; and
● IFRIC 9, ‘Re-assessment of embedded derivatives’.
(c) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the
group and company
The following standards, amendments and interpretations to existing standards have been published and are mandatory for the group’s
accounting periods beginning on or after 1 January 2008 or later periods, but the group and company have not early adopted them:
● IAS 23 (Amendment), ‘Borrowing costs’ (effective from 1 January 2009). The amendment to the standard is still subject to endorsement
by the European Union. It requires an entity to capitalise borrowing costs directly attributable to the acquisition, construction or
production of a qualifying asset (one that takes a substantial period of time to get ready for use or sale) as part of the cost of that asset.
The option of immediately expensing those borrowing costs will be removed. The group will apply IAS 23 (Amended) from 1 January
2009, subject to endorsement by the EU but is currently not applicable to the group or company as there are no qualifying assets.
● IFRS 8, ‘Operating segments ‘ (effective from 1 January 2009). The standard is still subject to endorsement by the European Union.
IFRS 8 replaces IAS 14 and aligns segment reporting with the requirements of the US standard SFAS 131, ‘Disclosures about segments
of an enterprise and related information’. The new standard requires a ‘management approach’, under which segment information is
presented on the same basis as that used for internal reporting purposes. The group will apply IFRS 8 from 1 January 2009, subject to
endorsement by the EU. The expected impact is still being assessed in detail by management, but it appears likely that the number of
reportable segments, as well as the manner in which the segments are reported, will change in a manner that is consistent with the
internal reporting provided to the chief operating decision-maker. As goodwill is allocated to groups of cash-generating units based on
segment level, the change will also require management to reallocate goodwill to the newly identified operating segments. Management
does not anticipate that this will result in any material impairment to the goodwill balance. As the financial report contains both the 
group consolidated and parent company financial statements prepared under IFRS, the company will not be required to present
segment information.
● IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their interaction’ (effective from 1 January
2008). IFRIC 14 provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can be recognised as an asset.
It also explains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement. The group
will apply IFRIC 14 from 1 January 2008, but it is not expected to have any impact on the group or company’s accounts.
28 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 28 1 Accounting policies (continued)
(d) Interpretations to existing standards that are not yet effective and not relevant for the group and company’s operations
The following interpretations to existing standards have been published and are mandatory for the group and company’s accounting
periods beginning on or after 1 January 2008 or later periods but are not relevant for the group’s operations:
● IFRIC 12, ‘Service concession arrangements’ (effective from 1 January 2008). IFRIC 12 applies to contractual arrangements whereby 
a private sector operator participates in the development, financing, operation and maintenance of infrastructure for public sector
services. IFRIC 12 is not relevant to the group or company’s operations because none of the group’s companies provide for public
sector services.
● IFRIC 13, ‘Customer loyalty programmes’ (effective from 1 July 2008). IFRIC 13 clarifies that where goods or services are sold together
with a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a multiple-element arrangement and
the consideration receivable from the customer is allocated between the components of the arrangement using fair values. IFRIC 13 is
not relevant to the group or company’s operations because none of the group’s companies operate any loyalty programmes.
Basis of consolidation
The group financial statements consolidate the financial statements of Focus Solutions Group plc and its subsidiary undertakings made 
up to 31 March 2008.
Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating
policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries
are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is
measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange,
plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess 
of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the 
cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the 
income statement.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses
are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the group.
Software
Software that is not an integral part of hardware is classified as an intangible asset. Amortisation is provided at rates calculated to write 
off the cost evenly over its expected useful life between 2 and 4 years.
Property, plant and equipment
All property, plant and equipment is restated at historical cost less accumulated depreciation.
Depreciation is provided at rates calculated to write off the cost evenly over its expected useful life, as follows:
Fixtures and fittings Between 3 and 4 years
Computer equipment Between 2 and 4 years
Deferred taxation
Deferred taxation is recognised using the balance sheet liability method for all temporary differences, unless specifically exempt, at the 
tax rates that have been enacted or substantially enacted at the balance sheet date.
A deferred taxation asset represents the amount of income taxes recoverable in future periods in respect of deductible temporary
differences, the carry forward of unused tax losses and the carry forward of unused tax credits (including unused credits for secondary
taxation on companies). Deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available 
against which deductible temporary differences can be utilised.
29 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 29 1 Accounting policies (continued)
A deferred taxation liability represents the amount of income taxation payable in future periods in respect of taxable temporary differences.
Deferred taxation liabilities are recognised for taxable temporary differences, unless specifically exempt.
Deferred taxation assets and liabilities are offset when there is a legally enforceable right to set off current taxation assets against current
taxation liabilities and it is the intention to settle these on a net basis.
Leased assets and obligations
Assets obtained under hire purchase contracts or finance leases, which are those where substantially all the risks and rewards of
ownership of the asset have passed to the group, are capitalised in the balance sheet. Those held under hire purchase contracts are
depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the 
lease term, whichever is the shorter.
The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the 
future payments is treated as a liability.
Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the term of the lease.
Foreign currency
Foreign currency transactions are converted to sterling during the year at the rates ruling at the time of the transaction. Any amounts
outstanding at the year-end are translated at the rate of exchange ruling at the balance sheet date and the gains and losses on translation
are included in the profit and loss account.
Employee benefits
(a) Pension contributions
The group makes contributions to defined contribution pension schemes that have been set up for and independently administered on
behalf of certain Directors and employees. Contributions payable for the period are charged in the profit and loss account as incurred.
(b) Share based payments
The group issues equity-settled share-based payments to certain employees which must be measured at fair value and recognised as an
expense in the income statement, with a corresponding increase in equity. The fair values of equity-settled payments are measured at the
dates of grant using the QCA IRS share option valuation model, taking into account the terms and conditions upon which the awards are
granted. The fair value is recognised over the period during which employees become unconditionally entitled to the awards, subject to the
group’s estimate of the number of awards which will lapse, either due to employees leaving the group prior to vesting or due to non-market
based performance conditions not being met. Where an award has market-based performance conditions, the fair value of the award is
adjusted for the probability of achieving these via the option pricing model. The total amount recognised in the income statement as an
expense is adjusted to reflect the actual number of awards that vest, except where forfeiture is due to the failure to meet market-based
performance measures.
In accordance with the transitional provisions in IFRS 1, and IFRS 2, the recognition and measurement principles in IFRS 2 have only been
applied to options and awards granted after 7 November 2002 that had not vested by 1 January 2005.
Research and development expenditure
Purchased intangible assets are recognised at cost and amortised over their useful life using the straight-line method. This relates in
particular to software, which is amortised over four years.
In accordance with IAS 38, research costs are recognised as expenses when incurred. Development costs for internally generated
intangible assets are capitalised at cost, provided the development of the products is likely to bring the Focus Solutions Group an economic
benefit. If the criteria for recognition as assets are not met, the expenses are recognised in the income statement in the year in which they
are incurred.
Capitalised development costs include all direct and indirect costs that are directly attributable to the development process. The 
costs are amortised using the straight-line method from the point the product is in use over its expected life cycle – generally between 
5 and 10 years.
30 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 30 1 Accounting policies (continued)
Impairment
The carrying values of assets that have an indefinite useful life, including goodwill, are reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss
is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. The recoverable
amount is the higher of fair value less costs to sell and the value in use. Impairment losses are recognised in the income statement.
Revenue
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of
the group’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow
to the entity and when specific criteria have been met for each of the group’s activities as described below. The group bases its estimates
on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
a) Software & other licence fees
Revenue from licence agreements for the delivery of software that does not require further significant enhancement is recognised when all
of the following criteria are met:
–  persuasive evidence that an arrangement exists
–  delivery of the software
–  no significant remaining obligations
–  fees are determinable
–  collectability is probable
b) Other services fees
The services provided to the group’s customers are provided on a time and material basis or as a fixed-price contract, with contract terms
generally ranging from less than one year to three years.
Revenue from fixed-price contracts is recognised under the percentage-of-completion (POC) method. Under the POC method, revenue 
is recognised based on the services performed to date as a percentage of the total services to be performed.
Revenue from time and material contracts is recognised at the contractual rates as labour hours are delivered and direct expenses 
are incurred.
If circumstances arise that may change the original estimates of revenues, costs or extent of progress towards completion, estimates are
revised. These revisions may result in increases or decreases in estimated revenues or costs and are reflected in income in the period in
which the circumstances that give rise to the revision become known by management.
c) Support & maintenance fees
Revenue from fixed-price contracts for support and maintenance is recognised in the period the services are provided, using a straight-line
basis over the term of the contract.
(d) Interest income
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the group
reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest 
rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired receivables is recognised
using the original effective interest rate.
Exceptional items
The group classifies items of income and expenditure as exceptional items, where the nature of the item, or its size, is likely to be material
so as to assist the reader of the financial statements to better understand the results of the operations of the group.
31 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 31 1 Accounting policies (continued)
Segmental reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns
different from those of other business segments. A geographical segment is a distinguishable component of an entity that provides
products or services within a particular economic environment and that is subject to risks and returns different from those operating in other
economic environments. The group has only one business segment and one geographic segment being the supply of goods and services
to the financial services market in the UK and Ireland.
Financial instruments
Financial assets
Financial assets are classified as loans and receivables. The designation of financial assets is re-evaluated at every reporting date at which
a choice of classification or accounting treatment is available. All financial assets are recognised when the group becomes a party to the
contractual provisions of the instrument. Financial assets are recognised at fair value on their initial recognition, net of transaction costs.
Cash and cash equivalents comprise cash in hand and deposits on demand, together with other short term, highly liquid investments that
are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and
receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision for
impairment. Any change in their value through impairment or reversal of impairment is recognised in the income statement.
Provision against trade receivables is made when there is objective evidence that the group will not be able to collect all amounts due to 
it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the
asset’s carrying amount and the present value of estimated future cash flows.
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire, or the financial asset is
transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the cash flows of
the asset have been transferred or the group retains the contractual rights to receive the cash flows of the asset, but assumes a contractual
obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies for derecognition if the group
transfers substantially all the risks and rewards of ownership of the asset, or if the group neither retains nor transfers substantially all the
risks and rewards of ownership but does transfer control of the asset.
Financial liabilities
Financial liabilities are classified as obligations to pay cash or other financial assets and are recognised when the group becomes a party
to the contractual provisions of the instrument. Financial liabilities categorised as at fair value through profit or loss are recorded initially at
fair value, all transaction costs are recognised immediately in the income statement. All other financial liabilities are recorded at fair value,
net of direct issue costs.
Financial liabilities categorised at fair value through profit or loss are remeasured at each reporting date at fair value, with changes in fair
value being recognised in the income statement. All other financial liabilities are recorded at amortised cost using the effective interest
method, with interest related charges recognised as an expense in finance cost in the income statement.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled 
or expires.
32 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 32 2 Critical accounting judgements and key sources of estimation and uncertainty
In the application of the group’s accounting policies, which are described in note 1, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below:
a) intangible assets
In computing the value of internally generated research and development expenditure which has been capitalised under IAS38 and
the period over which that asset should be amortised, the group has made certain assumptions about the likely period of
development, the economic benefits likely to arise from the investment and its estimated useful life.
b) deferred tax asset
In computing the value of the deferred tax asset recognised as at 31 March 2008, the group has made certain assumptions about
the likelihood of being able to utilise income tax losses. Accordingly, in accordance with the approach taken in previous years, the
group has recognised as a deferred tax asset, those income tax losses which the group expects to utilise in the future.
3 Segmental analysis
The group operates in one business and one geographical segment; the development and sale of software based solutions to the UK and
Irish financial services market.
4 Expenses by nature
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
Cost of sales includes:
Research & development expenditure 259 424
Administrative expenses include:
Depreciation and amortisation charges 126 76
Re-organisation costs 35 196
Operating lease rentals:
Other – Rent paid on land & buildings 239 231
– Other assets (including motor vehicles) 94 106
33 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 33 5 Auditors’ emuneration
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
During the year the group obtained the following services from the group’s auditor at cost as stated below:
Audit services:
Fees payable to the company’s auditor for the audit of the parent
company and consolidated accounts 32 15
IFRS opening balance sheet and related work 14 –
Non audit services
Fees payable to the company’s auditor and its associates for other services:
The audit of company’s subsidiaries pursuant to legislation 20 15
r
Tax services 9 15
Total 75 45
6 Directors’ emoluments
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
Aggregate emoluments 479 774
Company contributions to money purchase pension schemes 35 39
No. No.
Members of money purchase pension schemes 3 4
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
The amounts paid in respect of the highest paid Director are as follows:
Aggregate emoluments 164 251
Company contributions to money purchase pension schemes 15 15
The highest paid Director has not exercised any options in the year (FY2007: nil).
34 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 34 7 Employee benefit expense
Year Year
ended ended
31 March 31 March
2008 2007
No. No.
The average monthly number of persons (including Directors) 
employed by the group during the year was:
Office and management 14 13
Sales, delivery and development 65 70
79 83
£’000 £’000
Staff costs for the above persons:
Wages and salaries 3,854 4,281
Social security costs 459 503
Other pension costs 223 222
National Insurance on share options 9 8
Cost of employee share option schemes 87 13
4,632 5,027
Included in total staff costs is a sum of £297,000 (FY2007: £nil) in respect of staff costs which were capitalised in the year as internally
generated research and development costs.
Information in respect of Directors’ emoluments, share options and pensions is given in the Remuneration and Nomination Committee’s
Report on pages 18 to 21. The audited information in this report forms part of the financial statements.
8 Exceptional items
The analysis of exceptional items is as follows.
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
Re-organisation costs 35 196
Cost of employee share option schemes 87 13
Aborted acquisition costs 148 –
270 209
Re-organisation costs in both years relate to the restructuring of the business and primarily comprise redundancy costs. Aborted acquisition
costs comprise professional service fees.
35 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 35 9 Net finance income/(costs)
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
Finance income
Bank interest receivable 122 47
Other finance income 97 –
Finance income 219 47
Finance costs
Bank interest payable (2) (2)
Other interest payable (8) –
Finance costs (10) (2)
Net finance income 209 45
Other finance income represents the reversal of a time-value of money discount.
10 Income tax
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
a. Analysis of tax credit/(charge) on ordinary activities
Current Tax:
UK corporation tax at 30% (FY2007: 30%) based
on the profit for the year – –
Research and development tax credits in
respect of prior years – 82
Total current tax – 82
Deferred taxation:
Origination and reversal of timing differences
Impact of change in income tax rate (30) –
Recognition of deferred tax asset arising from prior year losses 606 450
Total deferred tax 576 450
Total tax credit on ordinary activities 576 532
36 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 36 10 Income ax (continued)
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
b. Factors affecting tax charge for the current year
t
Profit on ordinary activities before tax 1,400 1,035
Tax at 30% thereon: (420) (311)
Effects of:
Expenses not deductible for tax purposes 171 60
Capital allowances in excess of depreciation 41 30
Utilisation of tax losses 208 221
Research and development tax credits in respect of prior year – 82
Prior period adjustment – –
Tax credit – 82
c. Factors that may affect the future tax charge
A deferred tax asset of £136,700 (FY2007: £1,050,061) has not been recognised in the financial statements in respect of timing differences
relating to revenue losses as there is insufficient evidence that the asset will be recovered. The asset would be recovered if eligible taxable
profits arise in the future. The Directors are confident that the group will achieve future profitability in line with the current business plan,
and therefore a deferred tax asset of £576,000 has been recognised in the Balance Sheet and credited to the profit and loss account.
11 Earnings per ordinary share
The basic earnings per share is based on attributable profit for the year of £1,976,000 (FY2007: £1,567,000) and on 29,416,007 ordinary
shares (FY2007: 28,717,745) being the weighted average number of ordinary shares in issue during the year.
The diluted earnings per share is based on attributable profit for the year of £1,976,000 (FY2007: £1,567,000) and on 32,976,779 shares
(FY2007: 30,022,619) calculated as follows:
Year Year
ended ended
31 March 31 March
2008 2007
000’s 000’s
Basic weighted average number of ordinary shares 29,416 28,718
Dilutive potential ordinary shares:
Share Options 3,561 1,305
32,977 30,023
Pre-deferred tax adjusted basic earnings per share is based on the pre-deferred tax attributable profit for the year of £1,400,000 
(FY2007: £1,117,000) and on 29,416,007 ordinary shares (FY2007: 28,717,745) being the weighted average number of ordinary 
shares in issue during the year.
37 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 37 11 Earnings per ordinary share (continued)
The pre-deferred tax adjusted fully diluted earnings per share is based on the pre-deferred tax attributable profit for the year of £1,400,000
(FY2007: £1,117,000) and on 32,976,779 shares (FY2007: 30,022,619) calculated as follows:
Year Year
ended ended
31 March 31 March
2008 2007
000’s 000’s
Basic weighted average number of ordinary shares 29,416 28,718
Dilutive potential ordinary shares:
Share Options 3,561 1,305
32,977 30,023
12 Intangible fixed assets
Software Other Total
£’000 £’000 £’000
At 1 April 2006
Cost 396 – 396
Accumulated amortisation (342) – (342)
Net book amount 54 – 54
Year ended 31 March 2007
Opening net book amount 54 – 54
Additions 32 – 32
Amortisation charge (28) – (28)
Closing net book amount 58 – 58
At 31 March 2007
Cost 428 – 428
Accumulated amortisation (370) – (370)
Net book amount 58 – 58
Year ended 31 March 2008
Opening net book amount 58 – 58
Additions 132 602 734
Disposals (1) – (1) 
Amortisation charge (45) – (45)
Closing net book amount 144 602 746
At 31 March 2008
Cost 426 602 1,028
Accumulated amortisation (282) – (282)
Net book amount 144 602 746
Other intangibles include internally generated software development costs and other internally generated costs that meet the definition 
of an intangible asset.
38 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 38 13 Property, plant and equipment
Fixtures & Computer
fittings equipment Total
£’000 £’000 £’000
At 1 April 2006
Cost 298 618 916
Accumulated depreciation (295) (540) (835)
Net book value 37881
Year ended 31 March 2007
Opening net book amount 37881
Additions 35 92 127
Depreciation charge (2) (46) (48)
Closing net book amount 36 124 160
At 31 March 2007
Cost 333 710 1,043
Accumulated depreciation (297) (586) (883)
Net book amount 36 124 160
Year ended 31 March 2008
Opening net book amount 36 124 160
Additions 3 116 119
Disposals –––
Depreciation charge (10) (71) (81)
Closing net book amount 29 169 198
At 31 March 2008
Cost 303 601 904
Accumulated depreciation (274) (432) (706)
Net book amount 29 169 198
14 Group investments
The company owns 49% of Focus Solutions Holdings Inc, a dormant holding company registered in Delaware, USA which holds 100% 
of Focus Solutions Inc, a dormant company registered in Pennsylvania, USA.
The company directly holds more than 20% of the share capital of the following companies which are included in the consolidated results
of the group:
Name Country of Proportion Nature of
incorporation held business
Focus Business Solutions Limited England 100% Provision of business solutions in life and pensions
and financial services markets
Focus Software Limited England 100% Development and distribution of software
Focus Holdings Limited England 100% Holding company
Focus Solutions EBT Trustee Limited England 100% Management of Employee Benefit Trust
39 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 39 15 Deferred income tax
(a) Movement in the year
2008 2007
£’000 £’000
Deferred tax asset
Balance at 1 April 2007 450 –
(Decrease)/increase in tax rate (30) –
Credit for the year 606 450
At 31 March 2008 1,026 450
(b) Balances at year end
Deferred taxation balances consist of the following amounts: 2008 2007
£’000 £’000
Assets
Temporary differences relating to:
– tax losses carried forward 1,026 450
1,026 450
Deferred tax assets have been recognised in respect of certain temporary differences, some of which occurred in the current or previous
year. These assets have only been recognised to the extent that their recovery is reasonably certain during the foreseeable future.
16 Trade and other receivables
2008 2007
£’000 £’000
Amounts falling due after more than one year:
Trade receivables 609 221
Deferred tax asset 1,026 450
1,635 671
Amounts falling due within one year:
Trade receivables 2,589 3,141
Other receivables 54 20
Prepayments and accrued income 134 187
Amounts recoverable on contracts 1,575 277
4,352 3,625
Total trade and other receivables 5,987 4,296
Trade receivables are stated net of an impairment for estimated irrecoverable amounts of £33,000 (FY2007: £37,000).
40 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 40 16 Trade and other receivables (continued)
The carrying amount of trade and other receivables approximates to fair value.
The fair values of trade receivables due after more than one year are based on cash flows discounted using a rate of 10% per annum
(FY2007: 15%). The discount rate is based on borrowing rates plus an appropriate adjustment for credit risk.
Movements on the allowance for irrecoverable amounts on trade receivables are as follows:
2008 2007
£’000 £’000
As at 1 April 2007 37 –
Provision for impairment of trade receivables 33 37
Amounts written off as irrecoverable (6) –
Unused amounts reversed (31) –
33 37
The group’s main credit risk relates to trade receivables which are stated net of the provisions above. No collateral is held as security
against these debtors and the carrying value represents the fair value.
17 Current liabilities: Trade and other payables
2008 2007
£’000 £’000
Trade creditors 593 421
Other taxation and social security costs 514 860
Accruals and deferred income 597 962
Payments on account 113 1,232
1,817 3,475
18 Financial instruments and financial risk management
The accounting policies include an explanation of the role that financial instruments have in creating or changing the risks the group faces
in its activities. The disclosure in this note deals with the group’s financial assets and liabilities.
(a)  Financial instruments
The group’s financial instruments comprise cash, bank overdrafts, provisions and various other items, including accounts receivable and
accounts payable that arise directly from its operations.
The group recognises financial instruments in its accounts when it enters into a binding agreement to receive cash or other economic
benefits and derecognises them once all parties to the agreements have discharged all their obligations.
Financial assets comprise cash and trade debtors. Interest income and expenses are recognised in the income statement on an accruals
basis. Realised gains and losses upon expiry of derivative financial instruments are recognised on settlement of the underlying contract.
Financial assets
The group’s financial assets at the year end are analysed as follows: 2008 2007
£’000 £’000
Trade receivables 3,198 3,362
Cash and cash equivalents 1,027 3,005
4,225 6,367
41 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 41 18 Financial instruments and financial risk management (continued)
The ageing of the Group’s trade receivables as at 31 March 2008 is analysed as follows:
2008 2007
£’000 £’000
Less than 3 months overdue, not impaired 3,042 3,325
Less than 3 months overdue, impaired 20 14
More than 3 months overdue, not impaired 123 –
More than 3 months overdue, impaired 13 23
3,198 3,362
Credit risk
The group reviews the level of exposure to individual receivables and imposes appropriate credit limits and payment terms. No collateral 
is held in regard to these amounts and these amounts represent the group’s total credit risk. The customer population is homogenous 
and comprises “blue-chip” companies. Accordingly, no further provision against impairment is considered necessary.
Financial liabilities
The group has a £0.5 million bank overdraft facility, which is secured over the group’s assets. At 31 March 2008, the group had not drawn
down that facility. The facility is renewable annually and incurs interest at a rate of 3% above HSBC’s base rate. All trade creditors are due
in less than three months.
Cash and money market deposits are carried at face value.
Interest rate risk
The group continues to finance its operations from the original issue of new equity. Accordingly borrowings are insignificant. Surplus cash
balances are held on the money market in the short term at fixed rates of interest. All financial assets earn interest at floating rates based
on LIBOR. Total cash is £1,027,277 (FY2007: £3,005,192).
At 31 March 2008, had interest rates achieved been 0.1% higher/lower with all other variables constant, then post tax profit for the year
would have been £3,000 (FY2007: £1,000) higher/lower.
Liquidity risk
Surplus cash is invested so as to achieve a market rate of return. These investments are held to ensure the group remains sufficiently liquid
to meet its requirements.
Foreign currency and price risk
The group has minimal exposure to foreign currency and price risks.
Capital risk management
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern, so that it can continue to
provide returns for shareholders and benefits for other stakeholders, and to provide an adequate return to shareholders by pricing products
and services commensurately with the level of risk.
The group sets the amount of capital in proportion to risk. The group manages the capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to
reduce debt.
The group currently has no debt.
19 Share capital
31 March 31 March
2008 2007
£’000 £’000
Authorised
40,000,000 ordinary shares of 10p each 4,000 4,000
Share capital brought forward 2,930 2,864
Issued on exercise of options 16 66
Allotted, issued and fully paid carried forward
29,461,152 ordinary shares of 10p each (FY2007: 29,297,326) 2,946 2,930
42 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 42 20 Share options
During the year, the company issued 163,826 ordinary 10 pence shares in respect of share options exercised for a net consideration 
of £34,000, including share premium of £18,000.
At 31 March 2008 the company had the following outstanding share options.
Exercise price
Number (pence) Notes Scheme Exercise period
10,000 14.586 The Unapproved Scheme 15.03.2002 – 14.03.2009
160,000 20.00 The Unapproved Scheme 20.01.2003 – 19.01.2010
99,000 89.00 A The Approved Scheme 25.07.2004 – 24.07.2011
11,600 89.00 The Approved Scheme 14.11.2004 – 13.11.2011
18,400 48.50 The Approved Scheme 02.05.2005 – 01.05.2012
87,500 25.00 The Approved Scheme 16.06.2006 – 15.06.2013
166,250 25.00 B The EMI Scheme 16.06.2006 – 15.06.2013
56,308 35.00 The Approved Scheme 06.01.2007 – 05.01.2014
19,305 35.00 B The EMI Scheme 06.01.2007 – 05.01.2014
85,714 35.00 The Approved Scheme 14.01.2007 – 13.01.2014
53,285 35.00 B The EMI Scheme 14.01.2007 – 13.01.2014
205,680 21.00 C The EMI Scheme 09.01.2009 – 08.01.2016
615,384 0.00 D The EMI Scheme 01.09.2009 – 31.08.2016
279,288 0.00 D The Unapproved Scheme 01.09.2009 – 31.08.2016
649,927 48.50 E The EMI Scheme 04.01.2010 – 03.01.2017
169,164 48.50 E The Unapproved Scheme 04.01.2010 – 03.01.2017
251,022 0.00 E The Unapproved Scheme 04.01.2010 – 03.01.2017
2,033,938 0.00 F LTIP 28.06.2010 – 27.06.2017
Since the year-end no options have lapsed.
Notes
The following options have performance conditions requiring Basic Earnings Per Share (EPS) to reach the amount stated within 5 years 
of grant:
Note No of options EPS (pence) Additional Performance Conditions
A 42,000 10 50% may be exercisable 3 years from the date of grant with the 
remainder exercisable 4 years from the date of grant.
B 238,840 12 None
The following options have performance conditions requiring the average mid-market price of the company’s shares to exceed the amount
stated for any three-month period within 3 years and 6 months of grant:
Note No of options Mid-market price (pence) Additional Performance Conditions
C 205,680 89 None
The following options have performance conditions requiring the average mid-market price of the company’s shares to exceed the amount
stated for any three-month period during the period from date of grant to 91 days after the announcement of the company’s annual results
for the financial year ending 31 March 2009:
Note No of options Mid-market price (pence) Additional Performance Conditions
D 615,384 89 30% may be exercisable on the later of the date on which the 
performance condition is first met and 31 March 2008.
D 279,288 89 30% may be exercisable on the later of the date on which the 
performance condition is first met and 31 March 2008.
43 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 43 20 Share options (continued)
The following options have performance conditions requiring the average mid-market price of the company’s shares to exceed the amount
stated for any three-month period during the period from date of grant to 91 days after the announcement of the company’s annual results
for the financial year ending 31 March 2010:
Note No of options Mid-market price (pence) Additional Performance Conditions
E 649,927 63.05
E 169,164 63.05
E 251,022 63.05
The following options have performance conditions requiring the average mid-market price of the company’s shares to exceed 171 pence
per share averaged over a 30 day period prior to 28 June 2010 for the option to be exercised in full. The entire option lapses if the share
price of Focus Solutions is below 89 pence per share averaged over a 30 day period prior to 28 June 2010. At 89 pence, 10% of the option
is exercisable, with further options exercisable on a straight line basis up to the maximum at 171 pence.
Note No of options Mid-market price (pence) Additional Performance Conditions
F 2,033,938 89
The significant assumptions input into the QCA IRS option pricing valuation model used by the group to determine the fair value of options
granted to employees are set out below:
Grant date 16-Jun 16-Jun 06-Jan 06-Jan 14-Jan 14-Jan 09-Jan
-03 -03 -04 -04 -04 -04 -06
Number of options originally granted 137,250 355,500 90,092 40,219 85,714 53,285 205,680
ASSUMPTIONS
Share price at grant date £0.250 £0.250 £0.350 £0.350 £0.350 £0.350 £0.210
Exercise price £0.250 £0.250 £0.350 £0.350 £0.350 £0.350 £0.210
Vesting period 4444444
Option life (years) 5555555
Risk free rate 4.30% 4.30% 4.30% 4.30% 4.30% 4.30% 4.30%
Likelihood of remaining employed 
at exercise date 66.0% 66.0% 66.0% 66.0% 66.0% 66.0% 66.0%
Expectations of meeting 
performance criteria 0.0% 60.0% 0.0% 60.0% 0.0% 60.0% 50.0%
Calculated fair value per option £0.09 £0.09 £0.13 £0.13 £0.13 £0.13 £0.02
Grant date 01-Sep 01-Sep 04-Jan 04-Jan 04-Jan 28-Jun 
-06 -06 -07 -07 -07 -07
Number of options originally granted 714,286 180,386 963,138 169,194 251,022 2,033,938
ASSUMPTIONS
Share price at grant date £0.163 £0.163 £0.485 £0.485 £0.485 £0.495
Exercise price £0.000 £0.000 £0.485 £0.485 £0.000 £0.000
Vesting period 444444
Option life (years) 555555
Risk free rate 4.30% 4.30% 4.30% 4.30% 4.30% 4.30%
Likelihood of remaining employed at exercise date 66.0% 66.0% 66.0% 66.0% 66.0% 66.0%
Expectations of meeting performance criteria 50.0% 50.0% 75.0% 75.0% 75.0% 75.0%
Calculated air alue per option £0.04 £0.04 £0.07 £0.07 £0.24 £0.27
The total charge in the year in relation to employee share based payments was £87,000 (FY2007: £13,000).
44 Focus Solutions Group plc 
f v
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 44 21 Share capital and reserves Share Profit
Share Share Merger option and loss
capital premium reserve reserve reserve Total
£’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2006 2,864 9,832 220 49 (10,616) 2,349
Share capital issued 66 49––– 115
Share based payments – – – 13 – 13
Profit for the year –––– 1,567 1,567
At 31 March 2007 2,930 9,881 220 62 (9,049) 4,044
Share capital issued 16 18––– 34
Share based payments – – – 87 – 87
Profit for the year –––– 1,976 1,976
At 31 March 2008 2,946 9,899 220 149 (7,073) 6,141
22 Cash flow statement
a. Cash (absorbed)/generated from operations Restated
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
Profit before income tax 1,400 1,035
Adjustments for:
Share based payment expense 87 13
Depreciation and amortisation 126 76
Net finance income (209) (45)
Changes in working capital:
Trade and other receivables (1,114) 301
Trade and other payables (1,658) 1,419
Cash (absorbed)/generated from operations (1,368) 2,799
23 Commitments under operating leases
The group leases certain offices under non-cancellable operating leases, with varying terms, escalation clauses and renewal rights.
The group also leases various motor vehicles under non-cancellable operating leases. The group also leases various motor vehicles under
non-cancellable operating leases. The lease expenditure charged to the income statement is disclosed in Note 4.
The total value of minimum lease payments under non-cancellable operating leases for each of the following years is as follows:-
31 March
2008 2007
£’000 £’000
No later than one year 303 303
Later than one year and not later than five years 301 572
604 875
45 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 45 24 Pension commitments
The group has defined contribution pension schemes for certain Directors and employees. The assets of the schemes are held separately
from those of the group in independently administered funds. Total contributions payable in the statutory period to 31 March 2008,
amounted to £223,000 (FY2007: £165,213). As at 31 March 2008, contributions amounting to £nil (FY2007: £nil) had been prepaid.
25 Related parties
Details of related party transactions for the group are shown in the Director’s Report. The group has taken advantage of the exemption
under IAS 24 allowing details of related party transactions with subsidiary companies not to be disclosed in the consolidated financial
statements.
The Directors do not consider the company to have an ultimate controlling party.
26 Restatement of financial information under the International Financial Reporting Standards (“IFRS”)
This is the first year that the group has presented its financial statements under IFRS. The group reported under UK GAAP in its previously
published financial statements for the year ended 31 March 2007. The following reconciliations, after the application of its IFRS accounting
policies as detailed in note 1 to the accounts above, have been prepared and are set out below together with explanatory notes on the
impact of the transition to IFRS.
1. Reconciliation summary of profit and equity under UK GAAP and IFRS
2. Reconciliation of balance sheet at 1 April 2006 (date of transition to IFRS)
3. Reconciliation of balance sheet at 31 March 2007
26.1 Reconciliation summary of profit and net assets under UK GAAP to IFRS
There was no impact on reported profit for the year ended 31 March 2007, or on equity (and net assets) at 31 March 2006 and 31 March
2007 as a result of the adoption of IFRS.
46 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 46 26.2 Reconciliation of balance sheet as at 1 April 2006 (date of transition to IFRS)
As reported IFRS Restated
under UK GAAP adjustments under IFRS
£’000 £’000 £’000
Fixed assets
Non current assets
Property, plant and equipment 81 – 81
Intangible assets 54 – 54
Trade and other receivables 334 – 334
Deferred income tax assets –––
469 – 469
Current assets
Trade and other receivables 3,813 – 3,813
Cash and other equivalents 123 – 123
3,936 – 3,936
Total assets 4,405 – 4,405
Liabilities
Non-current liabilities
Provisions –––
Trade and other payables –––
–––
Current liabilities
Trade and other payables 1,393 – 1,393
Current tax liabilities 663 – 663
2,056 – 2,056
Total liabilities 2,056 – 2,056
Net assets 2,349 – 2,349
Called up share capital 2,864 – 2,864
Share premium 9,832 – 9,832
Merger reserve 220 – 220
Share option reserve –4949
Retained earnings (10,567) (49) (10,616)
Total equity 2,349 – 2,349
47 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 47 26.3 Reconciliation of balance sheet as at 31 March 2007
As reported IFRS Restated
under UK GAAP adjustments under IFRS
£’000 £’000 £’000
Fixed assets
Non current assets
Property, plant and equipment 160 – 160
Intangible assets 58 – 58
Trade and other receivables 221 – 221
Deferred income tax assets 450 – 450
889 – 889
Current assets
Trade and other receivables 3,625 – 3,625
Cash and other equivalents 3,005 – 3,005
6,630 – 6,630
Total assets 7,519 – 7,519
Liabilities
Non-current liabilities
Provisions –––
Trade and other payables –––
–––
Current liabilities
Trade and other payables 2,615 – 2,615
Current tax liabilities 860 – 860
3,475 – 3,475
Total liabilities 3,475 – 3,475
Net assets 4,044 – 4,044
Called up share capital 2,930 – 2,930
Share premium 9,881 – 9,881
Merger reserve 220 – 220
Share option reserve 62 – 62
Retained earnings (9,049) – (9,049)
Total equity 4,044 – 4,044
26.4 Explanatory notes on the impact of the transition to IFRS
1. Intangible assets
Research and development
Under IAS 38 “Intangible assets” research and development activities which meet certain criteria are capitalised and amortised 
over the period of their economic benefit. The group has determined that it has certain activities which meet the IAS 38 criteria 
and therefore should be capitalised.
The effect on the financial statements of the group for the year ended 31 March 2007 is £nil.
2. Share based payments
IFRS 2 Share Based Payments requires that an expense is recognised over the vesting period in respect of all equity instruments 
that have been granted, based on their fair value at the date of grant, in order to reflect the cost of issuing these share options.
The group has applied the QCA IRS option pricing valuation model to measure the fair value of the relevant share option.
48 Focus Solutions Group plc 
notes to the consolidated financial statements
continued
77347 accounts  30/6/08  17:58  Page 48 HOLDING COMPANY FINANCIAL STATEMENTS
We have audited the parent company financial statements of Focus Solutions Group plc for the year ended 31 March 2008 which comprise 
the balance sheet and the related notes. These parent company financial statements have been prepared under the accounting policies 
set out therein.
We have reported separately on the group financial statements of Focus Solutions Group plc for the year ended 31 March 2008 and on the
information in the Directors’ Remuneration Report that is described as having been audited.
Respective responsibilities of Directors and auditors
The Directors’ responsibilities for preparing the Annual Report and the parent company financial statements in accordance with applicable 
law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of
Directors’ Responsibilities.
Our responsibility is to audit the parent company financial statements in accordance with relevant legal and regulatory requirements and
International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the company’s
members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come 
save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the parent company financial statements give a true and fair view and whether the parent company
financial statements have been properly prepared in accordance with the Companies Act 1985. We also report to you whether, in our opinion,
the information given in the Directors’ Report is consistent with the parent company financial statements.
In addition, we report to you if, in our opinion the company has not kept proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law regarding Directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited parent company financial
statements. This other information comprises only, the Highlights of FY2008, the Chairman’s Statement, the Chief Executive’s Report, the Finance
Director’s Report, the Directors’ Statement of Corporate Governance, the Directors’ Report and the unaudited elements of the Remuneration and
Nomination Committee’s report. We consider the implications for our report if we become aware of any apparent misstatements or material
inconsistencies with the parent company financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit
includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the parent company financial statements and the
part of the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgments made by the
directors in the preparation of the parent company financial statements, and of whether the accounting policies are appropriate to the company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us
with sufficient evidence to give reasonable assurance that the parent company 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 parent company financial statements.
Opinion
In our opinion:
● the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting
Practice, of the state of the company’s affairs as at 31 March 2008; and
● the parent company financial statements have been properly prepared in accordance with the Companies Act 1985.
● the information given in the Director’s Report is consistent with the parent company financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Birmingham
16 June 2008
49 Annual Report & Accounts 2008
independent auditors’ report to the members of
focus solutions group plc
77347 accounts  30/6/08  17:58  Page 49 50 Focus Solutions Group plc 
holding company balance sheet
2008 2007
Notes £’000 £’000
Fixed assets
Tangible fixed assets 4 184 109
Investments 5 1,960 1,960
2,144 2,069
Current assets
Debtors – due within one year 6 164 548
Debtors – due after more than one year 6 8,673 6,408
Cash at bank and in hand 989 3,080
9,826 10,036
Creditors: Amounts falling due within one year 7 (421) (636)
Net current assets 9,405 9,400
Total assets less current liabilities being net assets 11,549 11,469
Capital and reserves
Called up share capital 8 & 9 2,946 2,930
Share premium 9 9,899 9,881
Share option reserve 9 149 62
Profit and loss account 9 (1,445) (1,404)
Shareholders’ funds – equity interests 9 11,549 11,469
The financial statements on pages 50 to 57 were approved and authorised by the Board on 16 June 2008 and were signed on its behalf by:
R Stevenson M J Clements
Director Director
The accompanying accounting policies and notes form an integral part of these financial statements.
77347 accounts  30/6/08  17:58  Page 50 1 Accounting policies
Basis of accounting
The financial statements present financial information for Focus Solutions Group plc as a separate entity and have been prepared under the
historical cost convention, in accordance with the Companies Act 1985 and UK Generally Accepted Accounting Standards. The company’s
consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European
Union, are separately presented. The principal accounting policies adopted in these company financial statements are set out below and,
unless otherwise indicated, have been consistently applied for all periods presented.
Tangible fixed assets
Fixed assets are stated at historical cost less accumulated depreciation.
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost evenly over its expected useful life, as follows:
Software Between 2 and 4 years
Fixtures and fittings Between 3 and 4 years
Computer equipment Between 2 and 4 years
Deferred taxation
Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to
pay less tax at a future date at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise
from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in
financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.
Leased assets and obligations
Assets obtained under hire purchase contracts or finance leases, which are those where substantially all the risks and rewards of
ownership of the asset have passed to the company, are capitalised in the balance sheet. Those held under hire purchase contracts are
depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease
term, whichever is the shorter.
The interest element of these obligations is charged to the profit and loss account over the relevant period. The capital element of the future
payments is treated as a liability.
Rentals paid under operating leases are charged to the profit and loss account on a straight-line basis over the term of the lease.
Foreign currency
Foreign currency transactions are converted to sterling during the year at the rates ruling at the time of the transaction. Any amounts
outstanding at the year-end are translated at the rate of exchange ruling at the balance sheet date and the gains and losses on translation
are included in the profit and loss account.
Pension contributions
The company makes contributions to defined contribution pension schemes that have been set up for and independently administered on
behalf of certain Directors and employees. Contributions payable for the period are charged in the profit and loss account as incurred.
Investments
In the company’s balance sheet, investments in subsidiary undertakings are stated at cost less any provision for impairment. Where the
consideration for the acquisition of a subsidiary undertaking includes shares in the company to which the provisions of 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.
Share based payments
The company has adopted the provisions of FRS 20, Share Based Payments. The standard requires the company to reflect in its profit and
loss account the effects of share based payments such as employee share options. The fair value of options granted after 7 November
2002, which had not vested at 1 April 2005, is calculated at the grant date using the QCA IRS share option valuation model. In accordance
with FRS 20, the resulting cost is charged to the profit and loss account over the vesting period.
51 Annual Report & Accounts 2008
notes to the financial statements
77347 accounts  30/6/08  17:58  Page 51 1 Accounting policies (continued)
Exceptional Items
The Company classifies items of income and expenditure as exceptional items, where the nature of the item, or its size, is likely to be
material so as to assist the reader of the financial statements to better understand the results of the operations of the company.
Turnover
Turnover represents the invoiced value, net of Value Added Tax, of goods sold and services provided to customers during the period.
Research and development expenditure
Research and development expenditure is written off in the year during which it is incurred.
2 Staff costs
Year Year
ended ended
31 March 31 March
2008 2007
No. No.
The average monthly number of persons (including Directors) 
employed by the company during the year was:
Office and management 14 13
£’000 £’000
Staff costs for the above persons:
Wages and salaries 713 912
Social security costs 55 108
Other pension costs 41 45
National Insurance on share options – 8
Cost of employee share option schemes 87 13
896 1,086
Information in respect of Directors’ emoluments, share options and pensions is given in the Remuneration and Nomination Committee’s
Report on pages 18 to 21. The audited information in this report forms part of the financial statements.
3 Auditors emuneration
Year Year
ended ended
31 March 31 March
2008 2007
£’000 £’000
During the year the company obtained the following services
from the company’s auditor at cost as stated below:
Audit services:
Fees payable to the company’s auditor for the audit of the parent
company and consolidated accounts 32 15
IFRS opening balance sheet and related work 14 –
Non audit services
Fees payable to the company’s auditor and its associates for other services:
The audit of company’s subsidiaries pursuant to legislation 20 15
r
Tax services 9 15
Total 75 45
52 Focus Solutions Group plc 
notes to the financial statements continued
77347 accounts  30/6/08  17:58  Page 52 4 Tangible fixed assets
Fixtures & Computer
Software fittings equipment Total
£’000 £’000 £’000 £’000
Cost
1 April 2007 25 35 74 134
Additions 61 5 75 141
At 31 March 2008 86 40 149 275
Depreciation
1 April 2007 5 1 19 25
Charge for the year 20 10 36 66
At 31 March 2008 25 11 55 91
Net book value
31 March 2008 61 29 94 184
31 March 2007 20 34 55 109
5 Investments
Shares Shares
The company in group in group
undertakings undertakings
31 March 31 March
2008 2007
£’000 £’000
Cost and net book value 1,960 1,960
The company directly holds more than 20% of the share capital of the following companies which are included in the consolidated results 
of the group:
Name Country of Proportion Nature of
incorporation held business
Focus Business Solutions Limited England 100% Provision of business solutions in life and pensions 
and financial services markets
Focus Software Limited England 100% Development and distribution of software
Focus Holdings Limited England 100% Holding company
Focus Solutions Employee England 100% Management of Employee Benefit Trust
Benefit Trust Limited
53 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 53 6 Debtors
31 March 31 March
2008 2007
£’000 £’000
Amounts falling due within one year:
Amounts due from group undertakings – 371
Other debtors 48 20
Prepayments and accrued income 116 157
164 548
Amounts falling due after more than one year:
Amounts due from group undertakings 8,673 6,408
8,673 6,408
Total debtors 8,8 7 6,956
7 Creditors: Amounts falling due within one year
31 March 31 March
2008 2007
£’000 £’000
Trade creditors 241 265
Other taxation and social security costs 107 90
3
Accruals and deferred income 73 281
421 636
8 Share capital
31 March 31 March
2008 2007
£’000 £’000
Authorised
40,000,000 ordinary shares of 10p each 4,000 4,000
Share capital brought forward 2,930 2,864
Issued on exercise of options 16 66
Allotted, issued and fully paid carried forward 
29,461,152 ordinary shares of 10p each (FY2007: 29,297,326) 2,946 2,930
54 Focus Solutions Group plc 
notes to the financial statements continued
77347 accounts  30/6/08  17:58  Page 54 9 Share capital, reserves and reconciliation of movement in total shareholders’ funds
Share Profit
Share Share option and Loss
capital premium reserve reserve Total
£’000 £’000 £’000 £’000 £’000
At 1 April 2007 2,930 9,881 62 (1,404) 11,469
Share apital issued 16 18 – – 34
Employee share based payments charge – – 87 – 87
c
Profit for the year – – – (41) (41)
At 31 March 2008 2,946 9,899 149 (1,445) 11,549
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 £0.04 million (FY2007: £0.01 million loss).
10 Commitments under operating leases
At 31 March 2008, annual commitments under non-cancellable operating leases were as follows:
The Company
31 March
2008 2007
£’000 £’000
Land and buildings:
Expiring between 2 and 5 years 234 231
Other:
Expiring within one year 33 6
Expiring between 2 and 5 years 10 22
277 259
55 Annual Report & Accounts 2008
77347 accounts  30/6/08  17:58  Page 55 Directors
A M Taylor Non Executive Chairman
R Stevenson Chief Executive
M J Clements ACA Finance Director
F Murray Chief Technology Officer
P L Brooke Non Executive Director
M G Fiennes Non Executive Director
J B Streets Non Executive Director
Secretary
M J Clements ACA
Company Number
3911357 (England and Wales)
Registered Office
Cranford House
Kenilworth Road
Leamington Spa
Warwickshire CV32 6RQ
Nominated Advisor and Broker
Daniel Stewart
Becket House
36 Old Jewry
London EC2R 8DD
Financial Calendar
Annual General Meeting 30 July 2008
Announcement of Interim Results 2008/2009 November 2008
Announcement of Results 2008/2009 June 2009
Solicitors
Wragge & Co LLP
55 Colmore Row
Birmingham B3 2AS
Principal Bankers
HSBC plc
PO Box 68
130 New Street 
Birmingham B2 4JU
Independent Auditors
PricewaterhouseCoopers LLP
Cornwall Court
19 Cornwall Street
Birmingham B3 2DT
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
56 Focus Solutions Group plc 
directors, advisors and shareholder information
77347 accounts  30/6/08  17:58  Page 56 Focus Solutions Group plc Annual Report & Accounts 2008
Focus Solutions Group plc
Annual Report & Accounts 2008
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
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