Business Control Solutions Group plc
Annual Report 2008
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 Business Control Solutions Group is a provider of management 
consultancy services and operational control software to the 
ﬁ nancial services sector. Our people have operated at senior 
levels in global organisations and this experience and domain 
expertise helps our clients to fast-track solutions to difﬁ cult and 
complex problems. Our commitment to sustainable delivery 
has resulted in long-term, trusted relationships with our clients, 
who include six of the world’s top ten banks.
Our management consultants have delivered business 
transformation programmes within ﬁ nance, risk, IT and 
operations across both the buy and sell side. Our innovative 
browser-based technology solutions are designed by our 
industry practitioners to embed control within operational 
functions and give senior management real time transparency 
on issues and risks. 
Business Control Solutions Group is based in London, with 
development centres in Peterborough and Romania and is 
listed on the Alternative Investment Market (AIM) as BCT.L.
 www.bcsplc.com
 Contents
 01 Highlights
02 Our Business at a Glance
04 Chairman’s Statement  
06 Chief Executive’s Review  
08 Directors and Advisors  
10 Directors’ Report  
12 Corporate Governance
14 Remuneration Report  
17 Directors’ Responsibilities  
18 Independent Auditors’ Report 
20  Consolidated Income 
Statement  
 
21 Consolidated Balance Sheet   
22 Statement of Changes in Equity
23 Consolidated Cash Flow Statement   
24 Consolidated Accounting Policies
28 Notes to the Consolidated Financial Statements 
40 Company Balance Sheet    
41 Company Accounting Policies   
42 Notes to the Company Financial Statements
46 Notice of Annual General Meeting
51 Form of Proxy  
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Highlights
 Financial Highlights
l  Group turnover down 7%:
l Recurring revenues up to 64% of Software revenue (2007: 25%)
l Movement into profit
l Strong cash position of £2.8m at year end
l Cash positive for the year
Operating Highlights
l  Consulting division:
l Continued strong demand for consultancy services
l Significant new business wins 
l Consultancy utilisation rate consistently above 85% throughout the year
l  Software division: 
l Significant progress made in focusing the division on its strategic products
l Sale of next version of Arc
l Distribution agreement signed with a re-seller for OCA
l BCS Integrity
TM
 project at Deutsche Bank received Finextra Innovation Showcase 
Award 2009
 Key Objectives for 2009
l  Continue to make progress in establishing ourselves as the leading provider of 
management consultancy services to the Capital Markets, Investment Management 
and Asset Servicing sectors
l Build and establish Integrity, OCA and Arc as industry leading products
l Improve the quality of our future revenue stream through selling our software 
products on an annuity basis
l Increase awareness of Business Control Solutions Group’s services and product 
offerings
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Annual Report 2008
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Our Business at a Glance
 Business Control Solutions Group supplies solutions in the form of both computer software and industry 
domain expertise aimed at solving business and technology problems for financial services clients. 
Software solutions are aimed at enabling visible control monitoring of day-to-day business processes 
and the provision of accurate reporting to meet internal and regulatory compliance obligations. 
Consulting services enable clients to leverage exceptional financial services domain expertise and experience
to implement effective, sustainable solutions to complex business and technical challenges.
 BCS Integrity™
Provides instant visibility over the account 
substantiation process across multiple regions, 
business units, general ledgers and currencies, 
and enables senior management to quickly 
understand what balances are at risk, which 
accounts have been reconciled, who owns each 
account and what still needs to be done before 
the financial period closes.
BCS Consultants
Have delivered business transformation 
programmes within finance, risk, IT and 
operations across both the buy- and sell-side. 
Their extensive domain expertise helps our 
clients to fast-track solutions to difficult and 
complex problems.
 BCS Operational Control Architecture® (OCA™)
Captures control certifications, key 
performance and risk metrics, loss events and 
near misses, and combines this information into 
departmental scorecards and dashboards that 
give an instant measure of operational control 
and regulatory compliance.
 BSC ResourceIT®
Provides highly skilled, motivated, professional, 
technical staff to work at your offices under 
your guidance and your normal working 
practices. Our flexible approach allows you to 
choose the engagement model and specify 
whether you want to manage the resources or 
set project targets and service levels that we 
need to meet.
 BCS Agent Reconciliation and Control™ (Arc)
Provides a golden source of agent bank fee 
information that is used to generate fast, 
accurate, and easy to manage reconciliations of 
agent bank transaction and custody charges.
BCS Market Data
Is a service that optimises both the usage and 
the licensing contracts under which market 
data is purchased within an organisation, with 
the objective of creating a sustainable market 
data environment that evolves in line with 
business demand.
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 Our Business at a Glance
“A radical but practical approach to provide clear 
visibility over the continuous monitoring of our 
extensive risk based control frameworks.” 
Simon Hudson-Lund, Chief Operating Officer at International Financial Data Services UK (IFDS)
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Annual Report 2008
 Chairman’s Statement
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We believe the business has performed creditably 
in what has been and remains a challenging market 
environment. We have continued the process, begun in 
2007, of narrowing the focus of the business and have, 
by taking steps to slim down our cost base, moved into 
profit for the year. This, allied to strong working capital 
management, has left our cash position unchanged on 
2007 and has ensured we enter 2009 with a healthy cash 
balance. 
Our Consulting business revenues held up well in a 
difficult market. This bears testimony to the strength of 
our client relationships and our clients’ perception of the 
quality of the service we deliver. The business won several 
important new accounts and with increased revenue 
across more engagements the business starts 2009 from a 
position of strength.
In our Software business we have continued investing in 
our strategic products. Our balance sheet substantiation 
product, Integrity, went live at Deutsche Bank, our first 
client, and we also saw the first sale of our new version 
of Arc to HSBC. We have made progress in improving the 
quality of our revenues and the move to an annuity based 
model has reduced our reliance on non-recurring revenue. 
2009 is set to be another important year for our Software 
business with a market where the need for increased 
governance, risk management and control is becoming 
widely accepted set against a general tightening of 
clients’ budgets. 
The well publicised difficulties experienced in the financial 
services sector and the wider economy as a whole, 
which are expected to continue throughout 2009, will 
make for another challenging year. Our cash position 
together with our strong management team provides me 
with confidence that we are well placed to meet these 
challenges. 
I’d like to finish by thanking all of our staff for their 
enthusiasm, commitment and hard work during 2008. 
 Steve Russell
Chairman
12 March 2009
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 Chairman’s Statement/Case Study
“We wanted to take a consolidated view to quickly 
identify potential problems across functions, asset 
classes and regions. The quicker you know about a 
problem, the quicker you can do something about 
it. It’s my early warning system.”
 Case Study: Deutsche Bank Implements BCS Integrity™
Summary
Deutsche Bank implemented BCS Integrity™ to take control of 
the global balance sheet reconciliation and sign-off process. This 
product was rolled out globally in 6 months to 3,000 users in 48 
locations, covering 1.5 million accounts, sourced from 10 ledger 
systems, via 60 feeds.
Key Objectives
• A single global hierarchy capable of supporting all the 
complexity of a large distributed organisation
•  Improve transparency across the entire organisation’s P&L 
exposure
•  Facilitate more efficient use of resources
•  Manage down operational risk
•  Enforce account ownership
•  Full audit trail
Solution
BCS Integrity™ is installed in a single US data centre and accessed 
via web browser by over 3,000 users in 48 countries across the 
globe. Each user has access to only those accounts assigned to 
them by the configurable ownership rules matrix. The screens are 
configured to show data in local terminology and layout whilst 
providing global transparency across the business enterprise through 
intra-day reporting. Orphaned accounts are quickly identified and 
re-assigned through the ownership management function.
The application imports data from over 60 individual feeds sourced 
from 10 general ledgers ranging on complexity from spreadsheets 
to SAP . The monthly timetable determines when it is valid to accept 
data imports, and controls the sign-off deadlines for each step in 
the process. Users are notified when the imported balance on an 
account differs from the signed-off balance. Account data and 
exceptions are recorded in a single, centralised repository, giving 
managers instant visibility of the consolidated balance sheet and 
P&L impact.
BCS Integrity™ allows Deutsche Bank to use their offshore service 
centre to perform the initial reconciliations and the workflow 
functionality manages the handover of the accounts back to the 
onshore owners for verification and sign-off.
Hotspots are used as an early warning system to clearly identify 
those balances most at risk. Operations and Finance users can 
clearly see which accounts need additional investigation.
Benefits
•  Finance and Operations work from a single source of truth for 
accounts, owners, balances, P&L impact, workflow and reporting
•  Early warning of potential risk areas and ability to drill into the 
detail
•  Orphaned accounts easy to find and assign
•  Reduced cost and improved control
•  Increased process efficiency and visibility
•  Consolidated management information reports with historic 
trend analysis
•  Instant access to balances and P&L exposure across the entire 
organisation
•  Ownership, accountability and transparency across the entire set 
of accounts
•  A single application meeting both global and local business 
requirements
•  Integral support for offshore service teams
Mandy Coxon, Head of UK Finance and Global Head of Management 
Reporting, Deutsche Bank.
This project received a Finextra 
Innovation Showcase Award 
2009
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 Chief Executive’s Review
2008 has been a year of continued progress in tightening the focus 
in both of our businesses. In the Consulting business we have sought 
to improve the quality of our service delivery by narrowing our service 
offering to areas where we believe our knowledge provides us with 
a genuine competitive advantage. In the Software business we have 
continued the process of concentrating on our strategic products. We 
have sought to reduce our reliance on one-off bespoke projects and 
have continued investing significantly in getting our strategic products 
ready for market.
Financial Performance
Revenue
Group revenues for the year at £9.0m were down 7% on 2007. The 
Consulting business, in a difficult marketplace, achieved a 2% increase 
for the year on 2007. The Software business saw its revenues fall back 
by 38% on 2007 to £1.26m as a result of the Group’s decision not to 
actively pursue one-off bespoke solutions business. It is worth noting 
that the Software division’s 2007 revenues were significantly boosted by 
a large one-off bespoke project. Removing the impact of this project, we 
are encouraged to see that the underlying software business would have 
grown by 19% in 2008.
Contracted annuity revenues recognised during the year represented 
64% of Software revenue up from 25% in 2007, an increase of 
£290,000. Deferred income as at 31 December 2008 was £158,000 
down from £298,000 as at 31 December 2007.
Margin
Gross margin for the Group fell back 2% to 36% for the year principally 
due to the stronger sales performance from the traditionally lower 
margin Consulting division. The underlying margin in the Consulting 
business improved by 2 percentage points on 2007, as a result of the 
business focusing its service offer on higher margin engagements and 
high staff utilisation with rates approaching 90% for the year. The 
margin for the Software business reduced to 63% from 66%.
Operating expenses
Group operating expenses for the year continue to be largely personnel-
related, and have fallen by 20% on 2007. During the year £514,000 
of development costs were capitalised (2007: £552,000). The sale and 
implementation of our Integrity product saw us begin amortising our 
investment in Integrity and saw a charge in the year of £147,000 (2007: 
£nil). Removing the impact of development cost capitalisation and 
amortisation, operating expenses have fallen by £1,016,000. Reduced 
Directors’ emoluments and a lower charge for share-based payments 
account for £357,000 of this fall. The remainder of the reduction stems 
from our strategy of concentrating the Software business on building 
and selling our core strategic products allowing us to cut back on our 
solution delivery capability with average heads employed in the Software 
business in 2008 falling from 35 to 26.
Profit before tax
As a result of the tight cost controls outlined above, the Group recorded 
a profit before tax for the year of £36,000 compared to a loss before tax 
of £399,000 for 2007.
Intangible assets
The Group concentrated its development efforts in the first half of 
the year on completing and delivering its balance sheet substantiation 
product Integrity. The development focus in the second half of the year 
was on our remaining two strategic products: Agent Reconciliation 
and Control (Arc); and Operational Control Architecture (OCA). At the 
balance sheet date the carrying value of our investment in our strategic 
software products stood at £954,000 (2007: £587,000). 
Trade debtors
Trade debtor days outstanding have improved significantly, falling to 38 
from 61 in 2007.
Cash
The Group increased its cash by £16,000 leaving it unchanged at £2.8m. 
2007 saw an outflow of £906,000. There are two principal factors 
behind this improvement: operating cash before movements in working 
capital swung from an outflow of £206,000 to an inflow of £225,000 
and the improvement in debtor days produced an inflow of £741,000. 
We invested £514,000 (2007: £552,000) in building our strategic 
software products during the year. 
Dividend
The Directors do not recommend the payment of a final dividend for the 
year ended 31 December 2008 (2007: nil).
Consulting Division
The division had a successful year, achieving a growth of 2% in a difficult 
market. The year saw us manage a significant amount of client churn as 
a number of long-standing engagements came to an end. As a result, 
more than half of our revenue in 2008 came from new engagements, up 
from 35% for 2007. 
We have continued to focus our offering on the financial services sector. 
Our aim is to become the leading specialist provider of management 
consultancy services to the Capital Markets, Investment Management 
and Asset Servicing sectors. During the year we have defined and 
targeted our service offerings on the areas of Operational Risk & 
Control; Business Transformation; Client Servicing; and Strategic Cost 
Management. We have invested in recruiting and developing staff to 
ensure we have specific industry expertise and skills to deliver a quality 
service to our clients. The division’s business development capability 
was significantly enhanced during the year through investing in training 
existing personnel, recruiting those skills and developing our sales 
collateral to fit with our newly defined service offerings. 
Average headcount employed in the Consulting business remained 
unchanged on 2007 as we responded to market conditions by reining 
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Chief Executive’s Review
in our recruitment plans. However, the current market environment 
is creating churn at some of our competitors and we will continue 
selectively to recruit new consultants on an opportunistic basis where we 
feel we can add important new skills to our offering. We have worked 
hard at being more efficient in 2008 through defining our service 
offering and managing our resource pool. Utilisation rates have improved 
to close to 90% and the attrition rate has fallen. Both of these factors 
have contributed to an improvement of 2% in gross margin. 
Software Division
We are now firmly focused on our three strategic products: 
1. Integrity — provides senior management of our client organisations 
with transparency and enables greater control over the balance sheet 
substantiation process. It provides management with confidence that 
the assets and liabilities held on the Company’s balance sheet are 
accurately stated. 
2. Operational Control Architecture (OCA) — gives senior management 
visibility over their business processes, identifying and prioritising 
any risk areas. The product is currently operational in five leading 
banking Groups.
 3. Agent Reconciliation & Control (Arc) — the next generation of our 
existing product (Network Management) validates agent banks’ 
invoices against system generated expected fees and highlights any 
discrepancies for investigation.
This increased focus has enabled us to reduce the headcount engaged in 
our Software business from an average of 35 to 26 and has contributed 
to the removal of £700,000 of cost from the division. Our Software 
revenues have fallen back as a direct consequence of our decision 
not to actively pursue our bespoke solutions business and were down 
38% on 2007. We have, however, made progress in transitioning the 
business into an annuity revenue model with more than half of 2009’s 
target contracted as at 31 December 2008. Recurring revenues at 64% 
of Software revenue for the year, up from 25% in 2007, grew 57% on 
2007. Our strategy remains to build the quality of our future revenue 
stream through selling our new products on an annuity basis.
We have continued to invest in our strategic products with £514,000 
of internal labour development costs being capitalised during the year. 
Integrity was completed and installed in the year at our reference 
client, Deutsche Bank, and has now been deployed globally. Our 
development resource is now working on our next version of Arc
and on updating OCA.
Our sales and marketing efforts in 2008 were hampered by the delayed 
launch of Integrity and the deepening financial crisis in the final quarter. 
However, we have significantly expanded our sales reach during the year 
with two distribution agreements being signed. In April we entered into 
a partnership agreement with US-based Enterprise Solution Providers 
Inc (ESP) to market and sell Integrity to financial services firms in the US. 
Progress has been slow here and the turmoil in the financial markets has 
prevented us from making any real headway. In December we entered 
into a distribution agreement with Nimbus Partners Limited for OCA. 
Nimbus markets a complementary product which, when combined with 
OCA, should create a compelling proposition. Nimbus, through its sales 
force, gives us significantly more sales reach which also extends to 
other industry sectors. We are greatly encouraged by the progress 
made to date.
The financial crisis has brought the need for increased operational 
risk management into even greater focus. The need for effective risk 
management solutions underpinned by monitoring and control processes 
is now widely accepted with operational control now no longer simply 
limited to ensuring banks’ capital ratios are in line with Basel II. There is 
now recognition of the need for increased visibility and timely reporting 
to facilitate enhanced performance monitoring. Both OCA and Integrity 
address these needs and we are seeing increasing levels of interest in our 
products. 
Employees
Group average headcount employed during the year fell by 12 to 98, 
of which 81 were permanent employees, down from 93 in 2007. The 
decrease in headcount can be attributed to the rationalisation of the 
Software business and increased efficiencies within central corporate 
costs. 
Strategy
Despite the current turbulence in our end markets, we remain 
committed to the course that we have set the business on and believe 
that this is the right strategy to deliver long-term shareholder value. We 
continue to concentrate on delivering a focused, high quality proposition 
to our customer base and on tightly managing our cost base in order 
that we can present a strong and predictable business proposition to our 
shareholders and customers.
The Consulting division is increasingly robust with revenues in 2008 now 
more evenly distributed across a number of engagements. The Software 
division’s goal remains building and establishing Integrity, OCA and Arc 
as industry leading products. 2009 has already seen an increased level of 
activity on the sales and marketing front as we seek to capitalise on the 
renewed interest in the areas of operational risk and control. 
Current Trading and Outlook 
The performance of the Consulting division in the year to date is in 
line with its performance for the same period in 2008. However, due 
to the nature of our assignments, visibility in this division is limited 
and historically, to no more than three months. We are therefore 
concentrating our efforts on building our sales pipeline in what 
continues to be an extremely challenging market.
In the Software division we start the year with more than half of our 
budgeted revenue for the year already contracted. Whilst the increased 
interest in the area of operational control and risk is encouraging, we 
remain targeted on a shrinking financial services sector where many of 
our potential customers are operating under strict budgetary constraints. 
We expect market conditions to remain challenging throughout 2009. 
However, our healthy cash position, our agility, the strength of our client 
relationships and our lean cost base give us confidence that we are well 
positioned to emerge from 2009 in a healthy state. 
 N D Walder
Chief Executive
12 March 2009
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Directors and Advisors
 Steve Russell #* 
Non-Executive Chairman (64)
Steve Russell has spent the last 20 years 
managing change at some of the largest 
and best known British companies, including 
serving on the Boards of two FTSE 100 
companies. He was Chief Executive of Boots 
Group PLC from 2000 until 2003 and currently 
holds a Non-Executive directorship with 
Barclays Bank PLC, where he joined in October 
2000 on completion of the acquisition of 
Woolwich plc, where he had been a Non-
Executive Director since 1998. At Barclays Bank 
PLC, Steve is Chairman of the Board Audit 
Committee and Board Risk Committee and is 
a member of the Board Corporate Governance 
and Nominations Committee. Steve is 
additionally a Non-Executive Director 
of Network Rail Limited.   
    
 
 Nigel Walder 
Chief Executive Officer (46)
Nigel Walder was senior IT manager at Bankers 
Trust between 1990 and 1995, before moving 
to take up the position of Head of Technical 
Infrastructure and then CIO for NatWest Global 
Financial Markets. In 2000, Nigel left NatWest 
to join Moneyline, as Managing Director for 
Europe. He then left Moneyline to establish The 
Buttonwood-Tree Group consultancy practice. 
     
  
 Roger Shepherd 
Finance Director (43)
Roger Shepherd qualified as a Chartered 
Accountant with KPMG in 1991. Between 
1993 and 2001 Roger worked for 
Electrocomponents plc where he held a 
number of senior financial roles including 
that of Finance and Operations Director for 
Pact International Limited, a subsidiary of 
Electrocomponents, until 2002 when he was 
appointed CFO for Tomo Limited. Roger then 
joined Barbox Limited in 2004, initially as 
Finance Director, before being promoted to 
Finance and Operations Director.  
     
 
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Directors and Advisors
 Sandy Anderson 
Non-Executive Director (54)
Alexander Anderson is a financier and 
entrepreneur with particular experience in asset 
finance and extensive interests in the leisure 
sector. Other than Business Control Solutions 
Group plc, the principal businesses in which 
Sandy Anderson is currently interested are: 
Springhealth Leisure plc, Wineworld London 
plc, TSS&P Limited, Thistledown Investments 
Limited, Thistledown Developments Limited, 
Thistledown Farms Limited, Thistledown 
Properties Limited, Metano Limited, and 
Grandstand Group Limited.   
    
 
 Simon Gulliford #* 
Non-Executive Director (50)
Simon Gulliford brings many years experience 
in marketing and brand strategy having 
held senior positions in a number of large 
organisations such as Sears plc, EMAP plc and 
Barclays Bank PLC. 
In 1992 he set up Simon Gulliford Limited, a 
consultancy business specialising in advising 
companies on matters relating to strategy, 
marketing and branding. Since that date he has 
undertaken consultancy projects for a number 
of leading companies including Boots, Forte, 
Mars, Dresdner Kleinwort Wasserstein, Marks & 
Spencer, BAA, HSBC and Deloitte Touche. 
In 1994 Simon was appointed Marketing 
Director of Sears, following which he was 
appointed Marketing Director at EMAP plc 
in 1997. From 2001 to 2004 he was Group 
Marketing Director of Barclays Bank PLC. 
He is currently a Non-Executive Director of 
William S Jackson Limited, Archant Limited 
and Development Hell Limited. At present he is 
Chief Marketing Officer for Standard Life plc.
# Audit Committee   
* Remuneration Committee  
   
Directors  
S Russell 
(Non-Executive Chairman) 
N D Walder  
A C Anderson 
(Non-Executive Director)
S Gulliford 
(Non-Executive Director)  
R A Shepherd 
 
Secretary  
R A Shepherd 
 
Registered Office
Ground Floor  
Churchgate  
New Road  
Peterborough 
Cambridgeshire  
PE1 1TT  
  
 
Auditors  
Baker Tilly UK Audit LLP  
Chartered Accountants  
Garrick House  
76—80 High Street  
Old Fletton  
Peterborough  
PE2 8ST  
Nominated Advisor & Broker 
Arbuthnot Securities Limited 
Arbuthnot House  
20 Ropemaker Street 
London EC2Y 9AR 
 
Legal Adviser  
HBJ Gately Wareing LLP
One Eleven 
Edmund Street
Birmingham
B3 2HJ
Financial PR Adviser 
Financial Dynamics
Holborn Gate
26 Southampton Buildings
London
WC2A 1PB 
Registrars
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
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Directors’ Report
The Directors present their report and the audited financial statements 
for Business Control Solutions Group plc for the year ended 31 
December 2008.
Principal activities
Business Control Solutions Group plc provides management consultancy 
services and operational control software to financial institutions. The 
Company is the holding Company for the Business Control Solutions 
Group. Details of the Group’s subsidiaries are set out on page 42.
Business review and future developments
The Chairman’s Statement and Chief Executive’s Review on pages 4 to 7 
contain a review of the Group’s performance during the year, including 
the Group’s key performance metrics, of revenue, margin and staff 
utilisation, as well as its likely future development.
Risk management
The Group’s risk management process seeks to allow the early 
identification, evaluation and management of any significant operational 
risks facing the business to ensure adequate internal controls are in place 
to mitigate these risks. The key risks are reviewed annually by senior 
management and a report is prepared for the Audit and Risk Committee.
The key business risks affecting the Company are set out below:
Competition
The Group operates in a highly competitive and dynamic market. This 
could result in not only downward pressure on our margins but also that 
we may not meet all our customers’ expectations. In order to mitigate 
this risk, our managers work closely with our clients to fully understand 
their requirements and define any deliverables. During the life of any 
engagement we ensure the client is engaged through regular update 
and progress meetings.
Products and services
Although the Group’s software products are not involved in our clients’ 
transactional business, they do nonetheless provide an active tool in 
ensuring their operations are managed effectively and remain under 
control. The Group looks to manage the reputational risk of our products 
failing to provide ongoing functionality as installed by investing in the 
recruitment and retention of highly experienced programmers and 
effective Quality Assurance and Delivery teams. 
Some of the Group’s products provide clients with a tool to help them 
comply with UK and other national government legislation such as 
Sarbanes Oxley, Basel II and MiFID. There is the risk that such products 
could fail to ensure compliance in an ever changing and demanding 
regulatory environment which in turn would put the products’ longer 
term viability at risk and cause associated risk to our reputation. The 
Group looks to mitigate this risk by employing managers who are well 
versed in the regulatory requirements. In turn, they are supported on the 
consultancy side by relevant subject matter experts.
Similarly, the Group offers a range of consultancy services to clients to 
assist them in managing projects, introducing cost control programmes, 
technological change and high level business consultancy. There is a risk 
that the Group could fail to provide the appropriate resources to meet 
its clients’ requirements and ultimately fail to meet the pre-determined 
project deliverables. The Group looks to mitigate this risk by not only 
employing staff who are suitably qualified and experienced but also by 
ensuring the contract deliverables are clearly defined, achievable and 
agreed between the contracting parties.
Employees
The Group’s staff is vital to the success of our business. If the Group 
were to lose key managerial, technical or sales staff then this could have 
a serious impact on the business. The Group’s future success depends 
largely upon its ability to retain and recruit appropriately qualified staff 
to ensure it can meet the requirements of its clients and also to ensure 
its products remain at the forefront technologically and functionally. To 
mitigate these issues, the Group looks to ensure it provides its employees 
with a competitive remuneration package and constantly monitors 
the market for potential new recruits. The Group looks to retain the 
services of its employees through ensuring they remain motivated 
by the demands of the Group’s businesses and the work they carry 
out as employees. All our employees are regularly appraised and are 
encouraged to develop their skills and where appropriate are promoted 
in line with their potential.
Intellectual property
The Group’s software business could suffer should third parties infringe 
the Group’s intellectual property rights. The Group has taken reasonable 
steps to ensure its intellectual property rights are protected by law.
The Group’s management team is experienced in managing the risks 
identified above. The Group has a strong balance sheet with significant 
cash and trade debtor balances derived from the Group transacting 
business with well-rated customers and as such does not consider the 
Group is subject to undue financial risk.
Going concern
The Group’s business activities together with factors likely to affect its 
future development are set out in the Chairman’s Statement and Chief 
Executive’s Review on pages 4 to 7. The financial position of the Group, 
including its cash flows and cash position, is similarly set out within the 
Chief Executive’s Review. In addition, Note 24 to the financial statements 
provides details of the Group’s financial instruments and its exposures to 
credit and liquidity risk. 
The Company’s cash position and contracted revenues together with 
the strength of its relationships with its customers lead the Directors 
to believe that the Group is well placed to manage its business risks 
successfully despite the uncertainty surrounding the current 
economic outlook. 
Having reviewed the future plans and projections for the business, the 
Directors believe that the Group has sufficient resources to continue 
operating for the foreseeable future — a period of not less than 12 
months from the date of this report. Accordingly, they continue to adopt 
the going concern basis in preparing the financial statements.
Results and dividends
The consolidated income statement is on page 20. In the light of the 
retained loss at the year end the Directors do not recommend the 
payment of a dividend.
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11
Directors’ Report
Directors and their interests
The Directors who held office in the year were as follows:
Nigel Walder Chief Executive
Roger Shepherd Finance Director
Steve Russell Non-Executive Director and Chairman 
Simon Gulliford Non-Executive Director
Alexander Anderson Non-Executive Director
Details of the Directors’ service agreements and interests (including those 
of family members) in the ordinary share capital of the Company are 
provided within the Remuneration Report.
Donations
During the year to 31 December 2008, the Group made no charitable 
donations (2007: nil).
The Company made no political donations in the year (2007: nil).
Share capital
Details of the Company’s authorised share capital are set out in note 16 
to the financial statements.
Employees
Business Control Solutions Group plc is an equal opportunities employer. 
Applications for employment are fully considered irrespective of age, 
gender, ethnic origin, race, religion, or sexual orientation. The Group 
recognises its obligations towards disabled people and gives full and fair 
consideration to the employment of applicants who are disabled, 
bearing in mind their aptitude and abilities in relation to the 
requirements of the job.
The health and safety of the Group’s employees and any visitors to 
the Group’s offices is critically important. The Group is committed to 
ensuring our offices have a safe and healthy working environment 
by managing its activities to safeguard against any unacceptable or 
unnecessary risks.
The Group believes effective communication between employees and 
management is important. The Group actively promotes employee 
participation in setting the businesses objectives and awareness of the 
Group’s performance. The Group uses its intranet, product briefings and 
regular team meetings to cascade information through the business.
Any employee with concerns surrounding discrimination, unacceptable 
behaviour or business practice is encouraged to bring such issues to the 
attention of their line manager or a Director if appropriate. Any concerns 
will be investigated promptly with any findings and action taken being 
fed back to the employee concerned. 
Working capital management
The Company policy for all suppliers is to fix terms of payment when 
agreeing the terms of each business transaction, to ensure the supplier 
is aware of the terms and to abide by the agreed terms of payment. The 
trade creditor payment days outstanding for the Company as at 
31 December 2008 were 27 days (2007: 22 days).
The Company’s standard credit terms for its customers are 30 days. 
Debtor days as at 31 December 2008 were 38 (2007: 61 days).
Research and development policy
The Group has maintained its commitment to research and development 
during the year. In the opinion of the Directors, continuity of investment 
in this area is essential for the maintenance of the Group’s market 
position and for its future growth.
Environmental policy
The Group aims to apply good environmental practices throughout its 
business operations. The Group endeavours to recycle waste products 
and seeks to minimise its impact by promoting the use of electronic 
communications. 
Annual General Meeting
The Group’s Annual General Meeting will be held at the offices of 
Arbuthnot Securities Limited, Arbuthnot House, 20 Ropemaker Street, 
London, EC2Y 9AR on 3 June 2009 at 11.00 a.m. A notice of the Annual 
General Meeting and form of proxy is enclosed.
Disclosure of information to Auditors
The Directors who held office at the date of approval of this Directors’ 
Report confirm that, so far as they are each aware: there is no relevant 
audit information of which the Company’s Auditors are unaware; and 
they have taken all the steps they reasonably ought to have taken as a 
Director to make themselves aware of any relevant audit information to 
the audit and to establish that the Company’s Auditors are aware of that 
information.
Auditors 
A resolution for the reappointment of Baker Tilly UK Audit LLP as 
Auditors of the Company is to be proposed at the forthcoming Annual 
General Meeting.
On behalf of the Board
R A Shepherd
Secretary
12 March 2009
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12
 Corporate Governance
 Business Control Solutions Group plc
Annual Report 2008
Principles of corporate governance
The Board remains committed to maintaining high standards of 
corporate governance which it believes are vital to its business. 
The Company’s shares are traded on AIM (the Alternative Investment 
Market of the London Stock Exchange) and the Company is not required 
to comply with the provisions of the Combined Code. The Board 
continues to support the principles of the Combined Code and confirms 
that the Company seeks to comply with the Code so far as is practical 
given the size of the Group, the nature of its operations and its stage of 
development.
The Board
The Company is controlled through the Board, which at 31 December 
2008 comprised the Chairman, two Executive Directors and two Non-
Executive Directors. The Directors’ respective Committee responsibilities 
are set out in the table below:
 Audit & Risk Remuneration
 Committee Committee
Steve Russell Non-Executive Chairman Chairman Member
Nigel Walder Chief Executive — —
Roger Shepherd Finance Director — —
Simon Gulliford Non-Executive Director Member Chairman
Sandy Anderson Non-Executive Director — —
The Board has concluded that Steve Russell and Simon Gulliford are 
independent of management and free from any business or other 
relationship which could materially interfere with the exercise of their 
independent judgement. Director biographies are set out on pages 
8 and 9. Simon Gulliford is the Senior Non-Executive Director.
The Board is responsible for the Group’s system of corporate governance. 
Operational control is delegated by the Board to the Executive Directors. 
There is a formal schedule of matters reserved for the Board’s attention. 
The schedule includes activities such as acquisitions and disposals, 
material capital expenditure projects and the release of price sensitive 
information. The schedule of matters reserved for the Board is reviewed 
annually. Board and committee papers are circulated to members in 
advance of the meetings. To enable the Board to discharge its duties, 
all Directors have full and timely access to all relevant information and 
if required all Directors may take independent professional advice at the 
expense of the Group.
Under the Articles, where the Company has a five man Board, one of the 
Directors must retire by rotation each year. Accordingly, Sandy Anderson 
is seeking re-election at the forthcoming Annual General Meeting. 
Board and committees
The Board meets formally on a regular basis to discuss issues relating 
to strategy, trading performance and forecasts, resources, standards of 
conduct and risk. The number of full Board meetings and Committee 
meetings attended by each Director during the year is presented in 
the table below. The number in brackets in the table is the maximum 
number of meetings that each Director could have attended.
  Audit and Risk Remuneration
 Board  Committee Committee
 meetings  meetings  meetings
Steve Russell 11 (11) 2 (2) 2 (2)
Sandy Anderson 9 (11)  
Simon Gulliford 6 (11) 1 (2) 2 (2)
Roger Shepherd 11 (11)  
Nigel Walder 11 (11)  
Audit and Risk Committee
The Company’s Audit and Risk Committee is chaired by Steve Russell, 
who as Chairman of the Audit and Risk Committee at Barclays Bank 
PLC has appropriate and recent experience. Roger Shepherd attends as 
secretary. It met two times during the year with the external Auditors 
present to review the scope of the external audit and any reports from 
the external Auditors together with the interim statement and annual 
report. The Committee is responsible for monitoring the controls 
which are in force to ensure the integrity of the information reported 
to shareholders. The Committee reviews the Company’s systems for 
assessing and managing risk and assesses the effectiveness of the 
Company’s internal control processes.
Remuneration Committee
The Remuneration Committee is responsible for making 
recommendations to the Board on the Company’s framework of 
executive remuneration and its cost. Details of its activities are included 
in the Remuneration Report. Roger Shepherd attends as secretary.
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13
 Corporate Governance
Nominations Committee
Currently there is no Nominations Committee and therefore the Group 
does not comply with the Combined Code in this respect. The Group 
does not feel, given their size, that there is a need for a Nominations 
Committee currently but will review the situation periodically. Matters 
relating to: succession planning; Board appointments; Non-Executive 
Director commitments; and Board composition are considered by the 
Board.
Performance evaluation
During the year the Board carried out a formal review of its own 
performance. The Company Secretary having issued a questionnaire to 
the Directors covering issues such as the effectiveness of meetings, how 
well strategy is tested and developed, Board composition, succession 
planning and risk management controls. The Company Secretary collated 
the responses and prepared a report for discussion at the Board where 
any necessary follow-up actions were identified and agreed. 
Internal control
The Board is ultimately responsible for the Group’s system of internal 
control and for reviewing its effectiveness. The Group’s system of internal 
control includes operational and compliance controls together with 
financial controls. The Board is of the view that there is an ongoing 
process in place for identifying evaluating and managing the Group’s 
significant control risks. There are no significant issues disclosed in the 
report and financial statements for the year ended 31 December 2008 
and up to the date of approval of the report and financial statements 
that have required the Board to deal with any material internal control 
issues.
In line with many companies of its size, the Group does not have an 
internal audit function. The Board consider that, given the size of the 
Group and the active day-to-day management of the Executive Directors, 
such a function would not add sufficient value.
Relations with shareholders
The Company values the views of its shareholders and recognises 
their interest in the Company’s strategy and performance. The Chief 
Executive and Finance Director hold briefing meetings with institutional 
shareholders and analysts primarily following on from both the interim 
and full year results announcements. Feedback from these meetings is 
presented to the Board. 
Communication with private shareholders is carried out through the 
annual report, interim announcement, the Company’s website 
www.bcsplc.com and the AGM. This year’s AGM will be held on 
3 June 2009.
Auditor independence
The Board has considered the independence of the external Auditors and 
has reviewed the work undertaken and fees charged. For details of the 
Auditor fees charged see note 3 to the financial statements. The Board 
receives written confirmation from the Auditors of any relationships it 
has which may cause a conflict of interest together with a declaration 
from the Auditor that it considers themselves to be independent.
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14
 Remuneration Report
This report has been voluntarily prepared in accordance with the 
Combined Code, where appropriate, and the Directors’ Remuneration 
Report Regulations 2002 (“the Regulations”).
The Board is responsible for the Group’s remuneration policy and 
setting Non-Executive fees. The task of determining and monitoring the 
remuneration packages of the Executive Directors has been delegated to 
the Remuneration Committee. 
Remuneration Committee 
The Remuneration Committee is responsible to the Board for ensuring 
that the remuneration packages provided to Executive Directors 
are appropriate to individual levels of experience, responsibility and 
performance, and are consistent with those provided by comparable 
organisations. 
The Remuneration Committee consists of the two independent Non-
Executive Directors S Gulliford and S Russell. S Gulliford is the Chairman 
of the Remuneration Committee. 
The Board (excluding the relevant Non-Executive Directors) determines 
the remuneration of Non- Executive Directors. 
Remuneration policy 
The Company’s remuneration policy aims to: align remuneration to the 
Company’s business objectives; attract, retain and motivate high calibre 
Directors; recognise both individual and corporate achievement; and 
align Executive rewards with shareholder value. 
Remuneration for Non-Executive Directors is limited to salary only and 
share options and has no related performance criteria. 
Remuneration for all Directors is to be reviewed annually and is approved 
by the Board. 
This Remuneration Report is included in the Annual General Meeting 
agenda for shareholder approval. 
Base salary 
Base salaries are reviewed annually in relation to median market data for 
comparable companies in terms of size, market sector and complexity. 
Increases take effect from 1 January. 
Annual performance bonus 
Executive Directors and other senior employees are eligible to participate 
in an annual cash-based bonus scheme with payments based on both 
personal and corporate performance. The purpose of the bonus is to 
reward Executive Directors and other senior employees for achieving 
above average performance which benefits shareholders. 
Other benefits 
The Executive Directors receive private medical insurance.
Share options
Options are granted to the Group’s employees including Executive 
Directors. Share options are used to ensure option holders are motivated 
over the medium to long-term to drive the Group forward and, as a 
consequence, benefit from it.     
   
Directors’ pensions
The Remuneration committee aims to ensure that retirement benefits are 
in line with similar companies in terms of size, complexity and market 
sector in the UK.     
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15
 Remuneration Report
 Directors’ interests
The total amounts for Directors’ remuneration were as follows:
     2008 2007
     £ £
Emoluments     480,474  710,096 
Money purchase pension contributions     30,708 34,166 
Total     511,182   744,262 
Directors’ emoluments in the year were as follows:      
     Year ended Year ended
 Fees and    31 December 31 December
 other    2008 2007
 remuneration Benefits Bonuses Pension Total Total
 £ £ £ £ £ £
N D Walder 225,000 1,737 80,000 26,000 332,737 301,684
M Preen - Resigned (10.08.07) — — — — — 209,455
M R W Moore - Resigned (19.07.07) — — — — — 73,903
M Lenson - Resigned (28.09.07) — — — — — 22,500
A C Anderson 12,000 — — — 12,000 12,000
S Gulliford 15,000 — — — 15,000 30,000
S Russell 30,000 — — — 30,000 30,000
R A Shepherd — Appointed (19.07.07) 95,000 1,737 20,000 4,708 121,445 64,720
 377,000 3,474 100,000 30,708 511,182 744,262
Directors’ share options
As part of the purchase consideration given in respect of Business 
Control Software Limited and The Buttonwood-Tree Group Limited in 
June 2005, N D Walder was issued with options in Business Control 
Solutions Group plc of 240,500 ordinary shares exercisable for a period 
up to June 2010 at an exercise price of 10p per share.
On his appointment as Chairman, S Russell was granted options over 
2,000,000 shares with an exercise price of 2.63p per share with a vesting 
date set at the date of grant. The options are exercisable up to 
1 October 2017.
On 5 October 2007 R A Shepherd was granted options over 2,000,000 
shares with an exercise price of 3p per share with a vesting date set at 
the date of grant. The options are exercisable up to 4 October 2017. On 
16 December 2008 R A Shepherd was granted options over a further 
1,000,000 shares with an exercise price of 1p per share with 666,667 
shares vesting on 16 December 2010 and 333,333 on 
16 December 2011.      
  
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16
Remuneration Report
continued
        
In addition, under the terms of an Employee Benefit Trust, N D Walder has granted certain employees options over 3,232,075 
(2007:9,853,575) of his ordinary shares. These options have been granted subject to various vesting criteria. The relevant exercise prices 
of the options in existence as at 31 December 2008 were as follows:       
       
Option exercise price       Number of options  
0.2332p       1,573,375  
3.684p       1,658,700  
       
Directors’ interests       
The beneficial interests of the Directors in office at 31 December 2008 in the share capital of Business Control Solutions Group plc were 
as follows:       
       
 No. of ordinary shares  No. of ordinary shares    
 31 December ‘08 % 31 December ‘07 %
N D Walder 70,992,379 26.2 70,992,379 26.2 
A C Anderson 56,755,193 20.9 56,051,625 20.7 
S Gulliford 333,334 0.1 333,334 0.1 
S Russell 250,000 0.1 250,000 0.1 
R A Shepherd 0 0 0 0 
During the year A C Anderson bought 703,568 ordinary shares in the Company at 3p. 
As at 31 December 2008, A C Anderson has a beneficial interest in warrants over 3,600,000 ordinary shares issued to Thistledown 
Investments Limited, a Company owned by A C Anderson. The warrants can be exercised by the holder if the Company’s middle 
market quotation exceed 18p per ordinary share on five consecutive dealing days up to and including 30 April 2010. On exercise of the 
warrants, no further consideration is payable.     
 
The Company’s Share Incentive Plan has purchased 82,303 ordinary shares in the Company at prices ranging from 1.5p to 3.7p on 
behalf of R A Shepherd. Beneficial ownership of the shares passes to R A Shepherd three years from the date of purchase subject to his 
continued employment with the Company.     
 
There have been no changes since 31 December 2008 to any of the above interests other than the purchase of a further 14,479 ordinary 
shares through the Company’s Share Incentive Plan at prices between 1.6p and 1.9p on behalf of R A Shepherd.   
 
Directors’ service contracts      
It is the Company’s policy that Executive Directors should have contracts with an indefinite term providing for a maximum of six months’ 
notice. In the event of early termination, the Directors’ contracts provide for compensation up to a maximum of basic salary for the 
notice period.     
 
Non-Executive Directors
The fees of Non-Executive Directors are determined by the Board as a whole having regard to the commitment of time required and 
the level of fees in similar companies. Non-Executive Directors are not eligible to participate in the Company’s pension scheme. Non-
Executive Directors are employed on renewable fixed term contracts not exceeding three years.    
   
       
On behalf of the Board
S Gulliford
Chairman of the Remuneration Committee
12 March 2009
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17
Remuneration Report / Directors’ Responsibilities
 Directors’ Responsibilities in the 
Preparation of Financial Statements
The Directors are responsible for preparing the Annual Report and the 
financial statements in accordance with applicable law and regulations.
UK Company law requires the Directors to prepare Group and Company 
financial statements for each financial year. Under that law the Directors 
are required to prepare Group financial statements in accordance with 
International Financial Reporting Standards (“IFRS”) as adopted by 
the EU and have elected to prepare the Company financial statements 
in accordance with United Kingdom Generally Accepted Accounting 
Practice (United Kingdom Accounting Standards and applicable law).
The Group financial statements are required by law and IFRS adopted 
by the EU to present fairly the financial position and performance of the 
Group; the Companies Act 1985 provides in relation to such financial 
statements that references in the relevant part of that Act to financial 
statements giving a true and fair view are references to their achieving a 
fair presentation.
The Company financial statements are required by law to give a true and 
fair view of the state of affairs of the Company. 
In preparing each of the Group and Company 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. for the Group financial statements, state whether they have been 
prepared in accordance with IFRSs adopted by the EU; and for 
the Company financial statements state whether applicable UK 
accounting standards have been followed, subject to any material 
departures disclosed and explained in the Company financial 
statements; and
d prepare the financial statements on the going concern basis unless 
it is inappropriate to presume that the Group and the Company will 
continue in business.
The Directors are responsible for keeping proper accounting records 
which disclose with reasonable accuracy at any time the financial 
position of the Company and to enable them to ensure that the financial 
statements comply with the requirements of the Companies Act 1985. 
They are also responsible for safeguarding the assets of the Group and 
hence for taking reasonable steps for the prevention and detection of 
fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company’s website. 
Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in other 
jurisdictions.
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18
 Independent Auditors’ Report to the 
Members of Business Control Solutions Group plc
 Business Control Solutions Group plc
Annual Report 2008
We have audited the Group and Parent Company financial statements 
on pages 20 to 45. 
We have audited the Group and Parent Company financial statements 
which comprise the Group Income Statement, the Group and Parent 
Company Balance Sheets, the Group Cash Flow Statement, the Group 
Changes in shareholders’ Equity, and the related notes. 
This report is made solely to the Company’s members, as a body, in 
accordance with section 235 of the Companies Act 1985. Our audit 
work has been undertaken so that we might state to the Company’s 
members those matters we are required to state to them in an Auditor’s 
report and for no other purpose. To the fullest extent permitted by law, 
we do not accept or assume responsibility to anyone other than the 
Company and the Company’s members, as a body, for our audit work, 
for this report, or for the opinions we have formed.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report and the 
financial statements in accordance with applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European Union 
(“EU”), and for preparing the Parent Company financial statements 
in accordance with applicable law and United Kingdom Accounting 
Standards (United Kingdom Generally Accepted Accounting Practice) are 
set out in the Statement of Directors’ Responsibilities. 
Our responsibility is to audit the financial statements in accordance with 
relevant legal and regulatory requirements and International Standards 
on Auditing (UK and Ireland). 
We report to you our opinion as to whether the financial statements 
give a true and fair view and whether the 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 financial statements. 
The information given in the Directors’ Report includes that specific 
information presented in the Chairman’s Statement and Chief Executive’s 
Review that is cross-referenced from the Business Review section in the 
Directors’ Report.
In addition we report to you if, in our opinion, the Company has 
not kept proper accounting records, if we have not received all the 
information and explanations we require for our audit, or if information 
specified by law regarding Directors’ remuneration and other 
transactions is not disclosed.
We read other information contained in the Annual Report and consider 
whether it is consistent with the audited financial statements. The 
other information comprises only the Directors’ Report, the Chairman’s 
Statement, the Chief Executive’s Review, the Corporate Governance 
Statement and the Remuneration Report. We consider the implications 
for our report if we become aware of any apparent misstatements or 
material inconsistencies with the financial statements. Our responsibilities 
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on 
Auditing (UK and Ireland) issued by the Auditing Practices Board. An 
audit includes examination, on a test basis, of evidence relevant to the 
amounts and disclosures in the financial statements. It also includes an 
assessment of the significant estimates and judgements made by the 
Directors in the preparation of the financial statements, and of whether 
the accounting policies are appropriate to the Group’s and Company’s 
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information 
and explanations which we considered necessary in order to provide us 
with sufficient evidence to give reasonable assurance that the financial 
statements are free from material misstatement, whether caused by 
fraud or other irregularity or error. In forming our opinion we also 
evaluated the overall adequacy of the presentation of information in the 
financial statements.
Opinion
In our opinion:
• the Group financial statements give a true and fair view, in 
accordance with IFRSs as adopted by the European Union, as applied 
in accordance with the provisions of the Companies Act 1985, of the 
state of the Group’s affairs as at 31 December 2008 and of its profit 
for the year then ended;
• 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 Parent Company’s affairs as at 
31 December 2008;
• the financial statements have been properly prepared in accordance 
with the Companies Act 1985; and
• the information given in the Directors’ Report is consistent with the 
financial statements. 
BAKER TILLY UK AUDIT LLP 
Registered Auditor
Chartered Accountants
Garrick House
76–80 High Street
Old Fletton
Peterborough
PE2 8ST
12 March 2009
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 Financials
 Financials
 Contents
20 Consolidated Income Statement
21 Consolidated Balance Sheet
22 Statement of Changes in Equity
23 Consolidated Cash Flow Statement
24 Consolidated Accounting Policies
28 Notes to the Consolidated Financial Statements
40 Company Balance Sheet
41 Company Accounting Policies
42 Notes to the Company Financial Statements
46 Notice of Annual General Meeting
51 Form of Proxy
19
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20
 Consolidated Income Statement
 For the year ended 31 December 2008
       (As Restated)
     2008 2007
     Notes £ £
Revenue    1  9,030,949  9,666,163 
Cost of sales     (5,757,856) (6,002,633)
Gross profit     3,273,093   3,663,530 
Operating expenses     (3,333,027) (4,187,792)
Loss before interest and taxation     (59,934) (524,262)
Finance income    4  99,400   126,688 
Finance costs    5 (2,839) (1,530)
Profit/(Loss) before taxation    3  36,627  (399,104)
Income tax expense    7 — —
Profit/(Loss) for the period attributed to equity shareholders     36,627  (399,104)
Basic profit/(loss) per ordinary share (pence)    8 0.01p (0.15)p
Diluted profit/(loss) per ordinary share (pence)    8 0.01p —
The profit before tax for the year arises from the Group’s continuing operations.      
  
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 Financials
21
 Consolidated Balance Sheet
As at 31 December 2008
     2008 2007
    Notes £ £
Assets
Non-current assets
Intangible assets    11  974,365  612,342 
Property, plant and equipment    10  154,671  197,058 
      1,129,036  809,400 
Current assets
Trade and other receivables    12  1,389,737  2,130,430 
Cash and cash equivalents      2,781,471  2,765,626 
     4,171,208  4,896,057 
Total assets     5,300,244  5,705,457 
Liabilities
Current liabilities
Trade and other payables    13 (1,401,397)  (1,855,190) 
Non-current liabilities
Loans and borrowings    14 —  (10,831) 
Deferred income tax liabilities    15 (1,605)  (1,605) 
     (1,605)  (12,436) 
Net assets      3,897,242  3,837,830 
Equity
Issued share capital    16  2,714,062  2,714,062 
Share premium    17  3,302,601  3,302,601 
Shares to be issued    21  552,225  529,440 
Warrant reserve    18  380,000  380,000 
Merger reserve    18  418,547  418,547 
Capital reserve    18 (1,150,149)  (1,150,149) 
Own shares    9 & 18 (14,626)  (14,626) 
Other reserve    18  57,888  57,888 
Retained earnings     (2,363,306)  (2,399,933) 
Total equity      3,897,242  3,837,830 
The financial statements on pages 20 to 45 were approved by the Board of Directors and authorised for issue on 12 March 2009 and are signed on its 
behalf by:
R A Shepherd
Director   
N D Walder
Director   
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22
 Statement of Changes in Equity
 For the year ended 31 December 2008
   Share
 Share  premium  Shares Other Retained
 capital  account to be issued reserves earnings Total
 £ £ £ £ £ £ 
1 January 2007 2,714,062 3,302,601 367,717 (298,135) (2,039,313) 4,046,932
Disposal of shares by EBT    12,427  12,427
EBT adjustment     38,484 38,484
Shares purchased by EBT    (22,632)  (22,632)
Options charge   161,723   161,723
Loss for the period     (399,104) (399,104)
31 December 2007 2,714,062 3,302,601 529,440 (308,340) (2,399,933) 3,837,830
Options charge   22,785   22,785
Profit for the period     36,627 36,627
31 December 2008 2,714,062 3,302,601 552,225 (308,340) (2,363,306) 3,897,242
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23
 Consolidated Cash Flow Statement
 For the year ended 31 December 2008
     2008 2007
     £ £
Cash flows from operating activities
Loss before interest and taxation     (59,934)  (524,262) 
Adjustments for:
Depreciation of property, plant and equipment      92,836   114,325 
Amortisation of intangible assets      169,657   41,925 
Share options expense      22,785   161,723 
Cash generated from operations before changes in working capital     225,344  (206,289) 
Movement in trade and other receivables      740,691  (48,328) 
Movement in trade and other payables      (445,066)  (104,201) 
Cash generated from operations      520,969  (358,818) 
Income tax paid     —   — 
Interest paid     (2,839)  (1,530) 
Net cash generated from operating activities       518,130  (360,348) 
Cash flows from investing activities
Purchase of property, plant and equipment     (50,449)  (134,046) 
Purchase of software     (17,324)  (8,807) 
Proceeds from sale of property, plant and equipment     —   449 
Interest received     99,400   130,328 
Product development     (514,355)  (552,187) 
Net cash used in investment activities     (482,728)  (564,263) 
Cash flows from financing activities
Net proceeds from sale of shares by EBT      —   24,638 
Repayment of loan     (19,557)  (6,312) 
Net cash generated in financing activities     (19,557)   18,326 
Net increase/(decrease) in cash and cash equivalents      15,845  (906,285) 
Cash and cash equivalents at 1 January      2,765,626   3,671,911 
Cash and cash equivalents at 31 December     2,781,471   2,765,626 
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24
 Consolidated Accounting Policies
Basis of preparation
The Group’s financial statements have been prepared in accordance with IFRS and IFRICS, as adopted by the EU, and the Companies Act 1985 
applicable to companies reporting under IFRS. 
The financial statements have been prepared under the historical cost convention except where stated below. 
Basis of consolidation
The Group’s financial statements consolidate those of the Company and all its subsidiary undertakings as at 31 December 2008. The consolidated 
financial statements exclude any intra-group transactions.
Merger accounting
In 2005 Business Control Solutions Holdings Limited acquired the entire share capital of Business Control Solutions Software Limited (formerly Iorbia 
Limited) and The Buttonwood-Tree Group Limited through a transaction under common control, as defined in IFRS 3 Business Combinations. It is 
noted that such transactions are outside the scope of IFRS 3 and there is no other guidance elsewhere in IFRS covering such transactions.
IFRS contain specific guidance to be followed where a transaction falls outside the scope of IFRS. This guidance is included in paragraphs 10–12 
of IAS 8 ‘Accounting principles, changes in accounting estimates and errors’. This requires inter alia that where IFRS does not include guidance for 
a particular issue, the Directors may also consider the most recent pronouncements of other standard setting bodies that use a similar conceptual 
framework to develop accounting standards.
In this regard, it is noted that the UK Accounting Standards Board has, in issue, an accounting standard covering business combinations (FRS 6). This 
standard uses the principle of merger accounting. The Group has adopted the principles of FRS 6 and accounted for the combination of Business 
Control Solutions Holdings Limited, Business Control Software Limited and The Buttonwood-Tree Group Limited as a group reconstruction using the 
principles of merger accounting.
Reverse Acquisition Accounting
In 2005 the Company became the legal parent of Business Control Solutions Holdings Limited and its subsidiary companies in a share for share 
transaction. Due to the relative size of the companies, Business Control Solutions Holdings Limited shareholders became the majority (97%) 
shareholders of the enlarged share capital. Furthermore, the Company’s continuing operations and executive management were those of Business 
Control Solutions Holdings Limited. Accordingly, the substance of the combination was that Business Control Solutions Holdings Limited had acquired 
Business Control Solutions Group plc in a reverse acquisition.
Under the requirements of the Companies Act 1985, it would normally be necessary for the Company’s consolidated accounts to follow the legal 
form of the business combination. In that case the pre-combination results would be those of the acquired Business Control Solutions Group plc and 
Business Control Solutions Holdings Limited would be included only in relation to its performance from 31 May 2005. However, this would portray 
the combination as the acquisition of Business Control Solutions Holdings Limited by Business Control Solutions Group plc and would, in the opinion 
of the Directors, fail to give a true and fair view of the substance of their business combination. Accordingly, the Directors have adopted reverse 
acquisition accounting as the basis for consolidation in order to give a true and fair view.
Under reverse acquisition accounting an adjustment within shareholders funds is required to eliminate the cost of acquisition in the issuing 
Company’s books, and introduce a notional cost of acquiring the smaller issuing Company based on the fair value of its shares. The resulting 
difference has been debited to the capital reserve.
A further adjustment is required to show the share capital of the legal parent in the consolidated balance sheet rather than that of the deemed 
acquirer. The resulting adjustment is credited to other reserves.
Revenue Recognition 
Revenue represents amounts receivable net of Value Added Tax, of services provided to external customers during the year.
The Company recognises revenue once evidence of a contract or a purchase order has been obtained, services are delivered, fees are fixed or 
determinable and collection is reasonably assured.
Software solutions
The Group licenses its software on either a Perpetual Licence Fee or Annual Licence Fee basis. 
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25
Revenues are assigned to each clearly identifiable deliverable within the contract and revenues are then recognised as a percentage of completion of 
each of these contracted deliverables. 
Revenues from installation consultancy and training services are chargeable on a time and materials basis and are recognised when the work is 
performed. 
Revenue on installed systems maintenance is recognised over the term of the maintenance contract.
Consultancy services
Revenues from contracts for the supply of consulting services are based on a time and materials basis or a fixed price per contract. For fixed price 
contracts the Company recognises revenues as amounts become billable under the contract’s terms provided the amounts are not contingent and are 
consistent with the services delivered. 
Segmental reporting
A business segment is a distinguishable component of a Group engaged in providing products or services that are subject to risks and returns that 
are different from those of other business segments. The Group considers there to be two business segments: Consultancy Services and Software 
Solutions. The Group operates in one geographical segment, the UK, based on the location of its customers. 
Intangible assets
Research expenditure is recognised as an expense as incurred. Costs incurred on product development relating to the design, programming and 
testing of new or enhanced products are capitalised as intangible assets after considering: the probability that the development will provide economic 
benefits; its commercial and technological feasibility; resource availability; and whether costs can be measured reliably. The expenditure capitalised 
is the direct employment costs and is managed and controlled centrally. Other development costs are recognised as an expense as incurred. 
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised product development expenditure is stated at cost less accumulated amortisation and impairment losses. Product development costs 
capitalised are amortised from the date on which the asset is available for use on a straight-line basis over its expected useful life, which has currently 
been assessed as three years. Development assets are tested for any impairment to their carrying value on an annual basis.
Purchased software is stated at cost less accumulated amortisation and any impairment loss. Purchased software is amortised on a straight line basis 
over three years.
Trade receivables
Trade receivables are recognised initially at fair value. A provision for impairment of trade receivables is established when there is objective evidence 
that the Group will not be able to collect all amounts due according to the original contractual terms. The amount of the provision is the difference 
between the asset’s carrying value and the value of the estimated future cash flows. The amount of the provision is recognised in the income 
statement within administration expenses.
Share capital
Ordinary shares are classified as equity.
Share-based payments
The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the 
period that the employees become unconditionally entitled to the options. The total amount to be expensed over the expected life of the option is 
determined by reference to the fair value of the options granted. At each balance sheet date the Group revises its estimate of the number of options 
that are expected to vest. It recognises the impact of the revision to original estimates in the income statement with a corresponding adjustment to 
equity.
Fair value is measured using the Black–Scholes pricing model and has been adjusted for the estimated effect of non-transferrability, exercise 
restriction and behavioural considerations. 
Pension contributions
The Group operates a defined contribution stakeholder pension scheme and contributes towards personal pension contributions for certain 
employees. The cost is charged to the income statement as it is incurred.
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26
 Consolidated Accounting Policies
Foreign currency
Transactions in foreign currencies are translated at the foreign exchange ruling at the date of the transaction. Monetary assets and liabilities 
denominated in foreign currencies at the balance sheet date are translated to pounds sterling at the foreign exchange rate ruling at that date. Foreign 
exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of 
historical cost in a foreign currency are translated at the exchange rate on the date of the transaction.
Interest income
Interest receivable on interest bearing financial assets is recognised on an accruals basis using the effective interest rate method. The effective interest 
rate used reflects the anticipated cash flows to be received.
Operating leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Costs in 
respect of operating leases are charged to the income statement on a straight-line basis over the lease term. Rent-free periods received on entering 
into a lease are accounted for over the period of the lease.
Deferred taxation
Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of the assets and liabilities 
and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from the initial 
recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor 
taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance 
sheet date and are expected to apply when the related deferred income asset is realised or the deferred income tax liability is settled. Deferred 
income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences 
can be utilised.
Property, plant and equipment
All property, plant and equipment are stated at historical cost. Depreciation is provided on all property, plant and equipment at rates calculated to 
write each asset down to its estimated residual value on straight-line basis over its useful life as follows:
Furniture & Fittings  25% straight-line
Computer Equipment  25% straight-line
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is 
written down immediately to its recoverable amount if the asset’s carrying value is greater than its estimated recoverable amount. Gains and losses 
on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘Operating Expenses’ in the income 
statement.
Cash and cash equivalents
Cash and cash equivalents includes cash at hand, deposits held at call with banks, and other short-term highly liquid investments with original 
maturities of three months or less.
Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in 
which the Group operates (“the functional currency”). The consolidated financial statements are presented in sterling (“£”), which is the Company’s 
functional and presentational currency.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign 
exchange gains and losses resulting from the settlement of such transactions and from the translation at the year end exchange rates of monetary 
assets and liabilities denominated in foreign currencies are recognised in the income statement.
Employee benefit trusts
The Group has established employee benefit trusts (“EBTs”) which hold shares in the Company. The Group records the assets and liabilities of the 
EBTs as its own. Own shares held are measured at cost and are deducted in arriving at shareholders’ equity and are included in a separate negative 
reserve. No gain or loss is recognised in the income statement on the sale or purchase of such shares; any gain or loss is recognised directly in equity 
attributable to the Company’s equity holders.
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27
Recent accounting developments
At the date of authorisation of these financial statements the following standards and interpretations, which have not been applied in these financial 
statements, were in issue but not yet effective:
IAS 1 Presentation of financial statements — Puttable financial instruments and obligations arising on liquidation (amendment) — published 14 
February 2008
IAS 1 Presentation of financial statements (revised) — published 6 September 2008
IAS 23 Borrowing costs (revised) — published 29 March 2007
IAS 27 Consolidated and separate financial statements — Determining the cost of investment (amendment) — published 22 May 2008
IAS 27 Consolidated and separate financial statements (amendment) — published 10 January 2008 
IAS 32 Financial instruments: Presentation - Puttable financial instruments and obligations arising on liquidation (amendment) — published 
14 February 2008
IAS 39 Financial instruments: Recognition and measurement: Disclosures (amendment) — published 1 July 2008 
IAS 39 Financial instruments: Recognition and measurement: Eligible hedged items (amendment) — published 31 July 2008
IFRS 1 First-time adoption of IFRS (amendment) — published 22 May 2008
IFRS 2 Share-based payments (amendment) — published 17 January 2008
IFRS 3 Business combinations (revised) — published 10 January 2008
IFRS 7 Financial instruments: Disclosures (amendment) — published 1 July 2008
IFRS 8 Operating segments — published November 2006
IFRIC* 12 Service concession arrangements — published 30 November 2006
IFRIC* 13 Customer loyalty programmes — published 28 June 2007
IFRIC* 14 Defined benefit asset and minimum funding requirements — published 5 July 2007
IFRIC* 15 Agreements for the construction of real estate — published 2 July 2008
IFRIC* 16 Hedges of a net investment in a foreign operation — published 3 July 2008
Improvements to IFRSs — published 22 May 2008
Reporting statement Retirement benefits: Disclosures — published 22 January 2007
* International Financial Reporting Interpretations Committee
The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial 
statements of the Group or the Company when the relevant standards and interpretations come into effect.
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Annual Report 2008
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28
 Notes to the Consolidated Financial Statements
 For the year ended 31 December 2008
1 Revenue and profit / (loss) before taxation       
The Group’s revenue and loss before taxation were all derived from its principal activities undertaken in the United Kingdom.  
 
2 Segmental reporting       
The Group’s operations are managed and monitored in two business segments: Consultancy Services and Software Solutions. Certain support 
activities are monitored centrally and have been allocated on an estimated usage basis to the business segments to produce the result below.  
 
The Directors consider the Group to trade in one geographical segment, the UK.     
  
   Consultancy  Software
   Services Solutions Unallocated Total
For the year to 31 December 2008   £ £ £ £ 
Segment revenue   7,771,004 1,259,945 — 9,030,949
Segment result   832,404 (795,777) — 36,627
Segment assets   1,174,369 1,344,404 2,781,471 5,300,244
Segment liabilities   915,492 487,510 — 1,403,002
Other segment items:      
Capital expenditure 
Intangible assets   — 531,679 — 531,679
Property, plant and equipment   33,223 17,226 — 50,449
Depreciation and amortisation   76,068 186,423 — 262,491
During the year there was no inter-segmental revenue (2007: nil).
   Consultancy  Software
   Services Solutions Unallocated Total
For the year to 31 December 2007   £ £ £ £
Segment revenue   7,620,627 2,045,536 — 9,666,163
Segment result   578,485 (977,589) — (399,104)
Segment assets   1,902,073 1,037,757 2,765,627 5,705,457
Segment liabilities   1,149,335 718,291 — 1,867,626
Other segment items:      
Capital expenditure
Intangible assets   — 560,994 — 560,994
Property, plant and equipment   79,543 54,502 — 134,045
Depreciation and amortisation   67,841 88,409 — 156,250
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29
 3 Profit/(loss) before taxation
     2008 2007
     £ £ 
Profit/(Loss) before taxation is stated after charging:      
Depreciation      92,836 114,325 
Amortisation      169,655 41,925 
Fees payable to the Group’s Auditors for the audit of the Group and its subsidiaries’ annual accounts:
The audit of the Group and its subsidiaries pursuant to legislation
— statutory      44,375  42,000
Fees payable to the Group’s Auditors and their associates for other services
Tax services 
— advisory services      9,550  18,250
     53,925 60,250 
Operating lease rentals — property      105,175 79,360 
Net foreign exchange profit on trading activities      (41,910)  (6,911)
Research and non-capitalised development      662,589 615,339 
The audit cost of Business Control Solutions Group plc’s own consolidated accounts was £21,925 (2007: £18,000). The audit cost for Business 
Control Solutions Group plc’s subsidiary undertakings was £22,450 (2007: £24,000).    
 
The audit cost of the Group for the year was borne by the subsidiary Company, Business Control Solutions plc.
4 Finance income       
       
     2008 2007
     £ £ 
Bank interest receivable      99,400 126,688 
5 Finance costs       
       
     2008 2007
     £ £ 
Interest on loans payable within five years     2,839 1,530
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30
6 Employees    
     2008 2007
     No. No.
The average number of persons (including Directors) employed during the year was:    
Non-Executive Directors      3   4 
Office and management      12   14 
Sales and marketing      2   3 
Programming and solution delivery staff      26   35 
Consultants      38   37 
      81   93 
    
     2008 2007
     £ £
Staff costs for the above persons:    
Wages and salaries      5,318,523   6,051,423 
Social security costs      620,183   704,894 
Pension contributions      134,434   41,712 
      6,073,140   6,798,029 
    
 In addition to the staff costs above, there is a share-based payments charge amounting to £22,785 (2007: £161,723). See note 21.  
    
 Directors’ remuneration
     2008 2007
     £ £
Aggregate emoluments      480,474   710,096 
Pension contributions      30,708   34,166 
      511,182   744,262 
    
 Directors’ remuneration comprises emoluments payable to the Directors of Business  Control Solutions Group plc in respect of their services to 
the Group.    
    
 The average number of Directors accruing benefits under defined contribution pension schemes was 2 (2007: 2). Further details are provided in 
the Remuneration Report on page 15.    
    
 Emoluments paid to the highest paid Director amounted to £332,737 (2007: £301,684).    
 Notes to the Consolidated Financial Statements
 For the year ended 31 December 2008
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31
7 Taxation    
     2008 2007
     £ £
UK corporation tax based on profit/(loss) for the year:   
Current tax:   
UK corporation tax     — —
Deferred tax:   
Originating and reversal of timing differences     — —
     — —
 
  2008 2007
     £ £
Factors affecting tax charge for the year:  
The tax assessed for the year is lower than the standard rate of corporation tax in the UK 28% (2007: 30%). 
The differences are explained below:   
Profit/(Loss) before tax      36,627   (399,104)
Profit/(Loss) multiplied by the standard   
rate of corporation tax in the UK 28% (2007: 30%)      10,256   (119,731)
Effects of:  
Expenses not deductible for tax purposes      18,022  (15,768) 
Income not taxable for tax purposes     (2,272)   — 
Capital allowances (in excess of)/less than depreciation      —   10,226 
Unrelieved tax losses arising in the year      —   76,799 
Deferred tax asset carried forward not recognised     1,042,819   — 
Deferred tax not recognised in respect of earlier periods     (1,067,638)   — 
Other short-term timing differences     (1,187)   48,474 
Current tax charge for the year      —   — 
There are trading losses in the Group to carry forward of approximately £2,874,423 (2007: £2,910,000). Deferred tax on unrelieved losses 
carried forward at full corporation tax rate of 28% amounts to £774,603 (2007: £814,800) and on short-term timing differences amounts to 
£30,235 (2007: £119,000). No deferred tax asset has been recognised in respect of these losses due to the unpredictability of future profits. 
 
Analysis of deferred tax balances for financial reporting purposes:  
 
Deferred tax liabilities  
— Amounts to be settled after 12 months     (102,865)  — 
Deferred tax assets   
— Amounts due to be recovered after 12 months      102,865   — 
Net position at 31 December      —   — 
The deferred tax liability arises from the capitalisation of development costs.  
 
The deferred tax asset arises from unrelieved tax losses.   
 
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32
8 Profit/(loss) per share    
 Basic profit per share is calculated by dividing the Group’s profit after taxation of £36,627 (2007: loss £399,104) by the weighted average 
number of shares in issue less the  weighted average number of shares held by the EBT’s during the year of 269,689,195 (2007: 268,328,981). 
No diluted earnings per share is presented for 2007 as the effect of the exercise of share  options or warrants would be to decrease the loss per 
share.   
Weighted average number of shares    
     2008 2007
     Number of  Number of 
     shares shares
Shares in issue 1 January      271,406,220   271,406,220 
Less shares held by employee benefit trusts (EBT)    
B2B Systems Trustees Ltd EBT      (1,321,092)  (2,306,937)
The Buttonwood-Tree Group Ltd EBT      (395,933)  (770,302)
Shares used to calculate basic earnings per share      269,689,195   268,328,981 
Dilution due to share options      26,773,322   15,592,200 
Shares used to calculate diluted earnings per share      296,462,517   283,921,181 
    
9 Group own shares
     2008 
     No of 2008
     Ordinary 1p Cost
     shares £
1 January 2008      1,747,446   14,627 
Disposals     (383,931)  — 
31 December 2008      1,363,515   14,627 
    
 Through the establishment of two employee benefit trusts the Group has an investment  in its own shares. These shares were purchased and are 
valued at a unit cost of either  zero or 3.684p per share. Business Control Solutions Group plc’s share price as at 31  December 2008 was 1.62p as 
listed on AIM. For further details see Note 21.    
 Notes to the Consolidated Financial Statements
 For the year ended 31 December 2008
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33
10 Property, plant and equipment    
    Computer  Fixtures and 
    equipment fittings Total
    £ £ £
Cost      
1 January 2007     341,947   208,444   550,391 
Additions     121,842   12,203   134,045 
Disposals    (449)   —  (449) 
31 December 2007     463,340   220,647   683,987 
Amortisation      
1 January 2007     212,088   160,516   372,604 
Charge in the year     73,767   40,558   114,325 
31 December 2007     285,855   201,074   486,929 
Cost      
1 January 2008     463,340   220,647   683,987 
Additions     41,638   8,811   50,449 
Disposals     —   —   — 
31 December 2008     504,978   229,458   734,436 
Amortisation      
1 January 2008     285,855   201,074   486,929 
Charge in the year     78,726   14,110   92,836 
31 December 2008     364,581   215,184   579,765 
Carrying value at 31 December 2007     177,485   19,573   197,058 
Carrying value at 31 December 2008     140,397   14,274   154,671 
11 Intangible assets
     Software 
    Product purchased for 
    development internal use Total
    £ £ £
Cost   
1 January 2007     34,796   104,452   139,248 
Additions     552,187   8,807   560,994 
31 December 2007     586,983   113,259   700,242 
Amortisation   
1 January 2007     —   45,976   45,976 
Charge in the year     —   41,925   41,925 
31 December 2007     —   87,901   87,901 
Cost   
1 January 2008     586,983   113,259   700,242 
Additions     514,355   17,324   531,679 
31 December 2008     1,101,338   130,583   1,231,921 
Amortisation   
1 January 2008     —   87,901   87,901 
Charge in the year     146,980   22,675   169,655 
31 December 2008     146,980   110,576   257,556 
Carrying value at 31 December 2007     586,983   25,358   612,341 
Carrying value at 31 December 2008     954,358   20,007   974,365 
    
 The amortisation charge is included within operating expenses in the income statement.   
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34
 Notes to the Consolidated Financial Statements
 For the year ended 31 December 2008
12 Trade and other receivables    
     Group Group
     2008 2007
     £ £
Trade receivables      1,107,898   1,877,045 
Prepayments      233,839   219,364 
Accrued income      48,000   34,021 
     1,389,737   2,130,430 
    
 The credit period on sales ranges from 30 to 60 days. Trade receivables are  provided for, where appropriate, based on the specific circumstances 
surrounding that debt. As at 31 December 2008 the Group had no amounts owing beyond 90 days and estimates all amounts will be 
recoverable in full. The Group’s largest customer accounts for 25% of the balance (2007: 16%). The Group has one other customer with more 
than 10% of the trade receivables balance.    
    
    
13 Trade and other payables     
     Group Group
     2008 2007
Due within one year     £ £
Trade payables      175,688   244,081 
Other tax and social security      321,760   356,676 
Accruals and deferred income      902,494   1,245,707 
Hire purchase loan     —   8,726 
Other payables     1,455  — 
     1,401,397   1,855,190 
    
     Group Group
     2008 2007
Trade and other payables due after one year     £ £
Hire purchase loan     —  10,831 
     —  10,831
14 Loans and borrowings    
     Group Group
     2008 2007
     £ £
Amounts repayable by instalments falling due:    
In more than one but not more than two years     —   8,726 
In more than two but not more than five years     —   2,105 
     —   10,831 
15 Deferred income tax    
     2008 2007
     £ £
Group    
1 January       1,605   1,605 
Transfer from profit and loss account     —  — 
31 December       1,605   1,605 
Deferred taxation provided in the financial statements is as follows:    
Excess of tax allowances over depreciation      1,605   1,605 
    
    
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35
16 Share capital    
     2008 2007
     £ £
Group 
Authorised:    
362,312,381 Ordinary Shares of 1p      3,623,124   3,623,124 
      3,623,124   3,623,124 
Allotted, issued and fully paid:    
271,406,220 Ordinary Shares of 1p each      2,714,062   2,714,062 
      2,714,062   2,714,062 
    
 Shares reserved for issue under share options 26,773,322 (2007: 24,311,101).    
17 Share premium account    
     Group Group
     2008 2007
     £ £
1 January       3,302,601   3,302,601 
31 December       3,302,601   3,302,601 
    
    
18 Group — other reserves  
  Warrant Merger Capital Own Other 
  reserve reserve reserve Shares reserve
  £ £ £ £ £
1 January 2007   380,000   418,547  (1,150,149)  (4,421)   57,888 
Shares purchased by EBT     (22,632)  
Disposal of shares by EBT      12,427  
31 December 2007   380,000   418,547  (1,150,149)  (14,626)   57,888 
1 January 2008   380,000   418,547  (1,150,149)  (14,626)   57,888 
31 December 2008   380,000   418,547  (1,150,149)  (14,626)   57,888 
    
 The warrant reserve arose from the capitalisation of debt owed by Business Control  Solutions Group plc to Thistledown Investments Limited in 
2005 in exchange for the  issue of warrants. The warrants were deemed to have been issued immediately prior to the reverse acquisition of the 
Company.    
    
 The merger reserve arises on the consolidation of Business Control Solutions Holdings  Limited’s and the Business Control Solutions Group plc’s 
subsidiary undertakings.    
    
 The capital and other reserves arise on the reverse acquisition accounting of Business  Control Solutions Group plc as described in the accounting 
policies and as follows:    
    
 The capital reserve represents the elimination of the cost of acquisition by Business Control  Solutions Group plc of Business Control Solutions 
Holdings Limited amounting to £1,900,000 and introducing a notional cost of £749,851 for the reverse acquisition of Business Control Solutions 
Group plc, based on the fair value of the shares of Business Control Solutions Limited.    
    
 The other reserve represents the adjustment required to show the share capital of the legal  parent within shareholders’ equity. It is calculated as 
the difference between the share capital  of Business Control Solutions Holdings Limited of £1,000,000 and the share capital of Business  Control 
Solutions Group plc (as reduced by the capital reduction) at 31 May 2005.    
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19 Share options   
 In addition to those options granted to Directors as detailed in the Directors’ Remuneration  Report, Business Control Solutions Group plc has 
granted options over its ordinary shares to senior executives as follows:   
  As at    As at
  1 January During the During the During the 31 December
  2008, the year, the year, the year, the 2008, the
  number of number of number of number of number of
  ordinary ordinary ordinary ordinary ordinary
  shares over shares over shares over shares over shares over
 Ordinary which which which which which
 option price options are options were options options were options are
Date of grant per share outstanding granted lapsed cancelled outstanding
8 Aug 05 8p 699,989 — (500,000) — 199,989
12 Jan 07 6p 3,111,112 — — (3,111,112) —
5 Oct 07 3p 4,900,000 — — — 4,900,000
14 Dec 07 2.62p 11,600,000 — (250,000) — 11,350,000
14 Jan 08 2.25p — 990,000 — — 990,000
16 Dec 08 1p — 4,333,333 — — 4,333,333
  20,311,101 5,323,333 (750,000) (3,111,112) 21,773,322
    
 The options are subject to certain vesting criteria and are exercisable on or before the tenth anniversary of their grant.  
 No options were exercised during the year and the weighted average share price during the period was 2.2p (2007: 4.9p). Options outstanding 
at 31 December 2008 are exercisable at  prices ranging between 1p and 8p (2007: 2.62p and 12.75p) and have a weighted average remaining 
contractual life of 9.1 years (2007: 9.7 years).   
20 Employee benefit trusts       
 A number of employees have been granted options over shares in Business Control  Solutions Group plc which are subject to defined vesting 
schedules, and are only  exercisable on the satisfaction of certain conditions. These options have been issued by two employee benefit trusts: 
 
 (1) Under the terms of the option agreements issued, B2B Systems Trustees Limited is  obliged to sell the shares which it holds in Business 
Control Solutions Group plc to employees of the Group.     
  As at 31 December 2008 there were 967,582 (2007: 1,351,513) options outstanding over the 1p ordinary shares in Business Control 
Solutions Group plc held by the EBT under option to employees. During the year options over  360,911 shares were issued (2007: 721,821) 
and options over 383,931 shares were exercised (2007: 1,535,650). Options over 360,911 shares lapsed during the year 
(2007: nil).   
 
 All existing options have a zero strike price.      
 (2) Under the terms of the option agreements, N Walder and his wife are obliged  to sell sufficient shares to The Buttonwood-Tree Group 
Limited employee benefit  trust to meet its obligations under options issued to employees. Any cost associated with the funding of the 
employee benefit trust is shown as a  separate reserve movement (see note 18).    
 
 At 1 January 2008 there were 9,853,575 options in existence. During the year  no further options were issued, no options were exercised 
(2007: 2,113,294) and 6,621,500 options lapsed (2007: 5,120,481).     
 The total number of options in existence as at 31 December 2008 was  3,232,075. These options have been granted subject to defined 
vesting  schedules, and are only exercisable on the satisfaction of certain conditions.
 Notes to the Consolidated Financial Statements
 For the year ended 31 December 2008
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21 Equity settled share-based payments       
 Options are granted with a fixed exercise price. Options were granted during the year  with an exercise price of zero, 1p and 2.25p. The 
contractual life of all options is ten years.  Options become exercisable either at the date of grant or after one, two and three years. Options are 
valued using the Black–Scholes option-pricing model.
 The fair value of share-based payments charged to the Group profit and loss account in the year was £22,785 (2007: £161,723). 
 
     2008 2007
Shares to be issued reserve     £ £
1 January      529,440 367,717
Share-based payments fair value charge in year     22,785 161,723
31 December      552,225 529,440
    
 The fair market value has been estimated using the following key assumptions based on the information available at the date of grant:  
  
     2008
Weighted average share price at date of grant (p)     1.48
Discount to bid price at date of grant (%)     20.00
Weighted average exercise price at date of grant (p)     1.13
Weighted average volatility at date of grant (%)     67.40
Weighted average fair value at date of grant (p)     0.53
 Weighted average exercise price of options lapsing in the period (p)    0.43
Risk-free rate (%)     3.00
Dividend yield (%)     0.00
    
 Volatility is calculated using historical share price data over the last two years.     
  
22 Operating lease commitments    
 Operating leases relate to office facilities with lease terms of five years. The Group does  have an option to renew after five years. The Group 
does not have an option to  purchase the leased asset on expiry of the leased period.   
Non-cancellable operating lease commitments:    
     2008 2007
     £ £
Less than one year     113,848 26,575
More than one year and less than five years     344,416 64,151
     458,264 90,726
    
23 Related party transactions    
 The Group had no related party transactions during the year ended 31 December 2008 or 31 December 2007.  
 
The Group’s view is that the Directors are the key management. The Directors’ remuneration is disclosed on page 15.   
     
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24 Financial instruments   
 The Group’s financial instruments comprise cash, short-term loans and debtors, including  trade receivables, and creditors, including trade 
payables, that arise from its operations.  The main purpose for these financial instruments is to raise finance for the Group’s  operations. There 
was no difference between the book value and the fair value of the  financial assets and liabilities at 31 December 2008 and 
31 December 2007. 
 The Group has not entered into any derivative transactions during either period. The  Group did not enter into any hedge transactions during 
either period. The foreign  currency gains and losses recognised in the profit and loss account in either period  were immaterial.  
 
 Changes in the market interest rates of non-derivative financial instruments with fixed  interest rates only affect income if these are measured 
at fair value. As such, all financial  instruments with fixed interest rates that are carried at amortised cost are not subject to interest rate risk as 
defined in IFRS 7. Changes in market interest rates affect the  interest income or expense of non-derivative variable-interest financial instruments,  
the interest payments of which are not designated as hedged items of cash flow hedges  against interest rate risks. As a consequence, they are 
included in the calculation of income related sensitivities.   
    
 The main risks arising from the Group’s financial instruments are liquidity risks.   
    
 Financial assets   
 The Group has no financial assets, other than trade receivables as disclosed in note 12  and the amount of sterling cash at bank, earning interest at 
floating rates linked to base rates.   
    
 Financial liabilities   
 The Group’s financial liabilities, other than short-term creditors and accruals at the  year end, were as follows:   
     2008 2007
     £ £
Due within one year     —  8,726 
Due after one year     —  10,831 
Total     —  19,557 
    
 There was no interest accrued at the year end in respect of financial liabilities (2007: £nil).   
    
 Borrowing facilities   
 The Group no longer has an undrawn committed borrowing facility. The maximum  undrawn facility available (subject to sufficient qualifying trade 
debtors) as at  31 December 2008 was £nil (2007: £300,000).   
25 Capital commitments    
 The Group has no capital commitments at 31 December 2008 (2007: £nil).    
    
26 Contingent liabilities    
 The Group has no contingent liabilities as at 31 December 2008 (31 December 2007: £nil).    
    
    
27 Pension commitments    
 The Group operates a defined contribution stakeholder pension scheme and  contributes toward personal pension plans for certain employees. 
The pension cost  charge represents contributions payable by the Group and amounted to £134,434 (2007: £41,712). There was £17,200 
outstanding in respect of contributions payable to such pension schemes as at the year end (2007: £nil).   
 Notes to the Consolidated Financial Statements
 For the year ended 31 December 2008
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28 Notes to Group cash flow statement    
   At  At 31
   1 January  December
   2008 Movement 2008
Analysis of net funds   £ £ £
Cash in hand and at bank   2,765,626 15,845 2,781,471
Analysis of net funds:    
Net cash:    
Cash at bank and in hand   2,765,626 15,845 2,781,471
Debt:    
Other loans   (19,557) 19,557 —
Net funds   2,746,069 35,402 2,781,471
   
     2008 2007
Reconciliation of net cash flow to movement in net funds    £ £
Increase/(decrease) in cash in the year     15,845 (906,285)
Cash inflow from increase in debt financing     19,557 6,312
Movement in net funds     35,402 (899,973)
Opening net funds     2,746,069 3,646,042
Closing net funds     2,781,471 2,746,069
29 Accounting estimates and judgements 
 The preparation of financial statements in conformity with IFRSs requires management  to make judgements, estimates and assumptions that 
affect the reported amounts of  assets and liabilities, income and expenses. The estimates and associated assumptions are  based on historical 
experience and various other factors that are considered to be  reasonable, the results for which form the basis of making judgements about 
carrying  values of assets and liabilities that are not readily available from other sources. Actual  results may differ from these estimates. The 
estimates, assumptions and judgements  that are likely to contain the greatest degree of uncertainty are summarised below. 
Development expenditure  
The Group invests in the development of future products and in enhancing its existing  products in accordance with the accounting policy. The 
assessment as to whether each  element of this expenditure will be technically feasible, generate future economic benefit,  and the period over 
which to amortise the expenditure is a matter of judgement. 
Revenue
 Where revenue is recognised on a percentage of completion basis, management exercises  judgement in determining the percentage complete 
and the total cost of implementation.  Estimates are reviewed continually and are revised based on changes in the facts relating to  each contract. 
Income taxes
 In recognising income tax assets and liabilities estimates have to be made as to the likely  outcome of decisions by tax authorities on transactions 
and events whose outcomes are  uncertain and on the expected manner of realisation or settlement of deferred tax assets and liabilities. 
Useful lives
 Intangible assets and property, plant and equipment are expensed over their estimated  useful lives. The period of actual use or economic benefit 
may differ from these estimated lives. 
Share options
The assumptions used in calculating the charge are disclosed in note 21.    
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Company Balance Sheet
As at 31 December 2008
     Notes to
    Company
    financial 2008 2007
    statements £ £
Fixed assets    
Investments    1  1,887,366   1,955,439 
Current assets    
Debtors    2  4,336,127   4,400,276 
Cash at bank and in hand      —   100 
      4,336,127   4,805,502 
Creditors: Amounts falling due after more than one year    3 (916,802)  (908,768) 
Net current assets      3,419,325   3,896,734 
Total assets less current liabilities      5,306,691   5,447,047 
Net assets      5,306,691   5,447,047 
Capital and reserves    
Called up share capital    5  2,714,062   2,714,062 
Share premium account    6  3,302,601   3,302,601 
Shares to be issued    8  552,225   529,440 
Warrant reserve    7  380,000   380,000 
Profit and loss account    13 (1,642,197)  (1,479,056) 
Shareholders’ funds      5,306,691   5,447,047 
    
Approved by the Board and authorised for issue on 12 March 2009 and signed on its behalf by:   
 
   
R A Shepherd
Director  
    
    
    
N D Walder
Director  
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 Company Accounting Policies
Basis of accounting    
These financial statements have been produced under the historical cost convention in accordance with applicable accounting standards.  
  
Fixed asset investments    
Fixed asset investments are stated at cost less any provision for permanent impairment in value.    
    
Deferred taxation    
Deferred taxation is recognised in respect of all timing differences that have originated and not reversed at the balance sheet date where transactions 
or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 
Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise from the 
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.  
  
Deferred tax is measured at the average of tax rates that are expected to apply in the periods in which timing differences are expected to reverse, 
based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-
discounted basis.    
    
Pension contributions    
The Company contributes towards personal pension plans for certain employees. The cost of contributions is charged in the profit and loss account 
as incurred.    
    
Share-based payments    
The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding increase in equity over the 
period that the employees become unconditionally entitled to the options. The amount recognised as an expense is adjusted to reflect the actual 
number of share options that vest.    
    
In the Company financial statements equity settled share-based payments issued to its own employees are recognised in the income statement with 
a corresponding increase in equity. Equity settled share-based payments issued to employees of subsidiary undertakings are treated in the financial 
statements of the Company as an increase in investment in subsidiary companies, together with a corresponding increase in equity, over the vesting 
period based on the Group’s estimate of shares which will eventually vest.    
    
Fair value is measured using the Black–Scholes option model and has been adjusted for the estimated effect of non-transferability, exercise restrictions 
and behavioural considerations. 
Corresponding amounts    
The Company has adopted the requirements of UITF 44 “Group and Treasury Share Transactions” which was effective for accounting periods 
beginning on or after 1 March 2007.    
    
On adoption of this standard, the comparative figures have been restated with an amount of £404,926 now being included within investments, 
having been taken from inter-company debtors. In the current year the addition to investments was £22,785.   
 
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 Notes to the Company Financial Statements
 For the year ended 31 December 2008
1 Fixed asset investments
      (As restated)
      £
Cost   
1 January 2007      2,119,686
Provisions for diminution in value       (569,173)
Additions      404,926
Cost   
1 January 2008      1,955,439
Provisions for diminution in value       (91,045)
Additions      22,972
31 December 2008      1,887,366
   
 The Company’s investment in Business Control Solutions Holdings Limited has been impaired  as Business Control Solutions Holdings Limited is in 
the process of being struck off.   
   
 The Company’s investment in Business Control Solutions plc had been impaired due to  continued losses and management’s estimates of 
Business Control Solutions plc’s future financial performance.    
   
 Business Control Solutions Group plc has the following subsidiaries:   
   
   Class of Proportion
Name of subsidiary   holding held  Nature of business 
Business Control Solutions Holdings Limited   Ordinary 100% Holding Company
Business Control Solutions plc   Ordinary 100% Software & business consultancy
Business Control Software Limited   Ordinary 100% Software development
The Buttonwood-Tree Group Limited   Ordinary 100% Non-Trading
B2B Systems Trustees Ltd   Ordinary 100% Dormant
Buttonwood Services plc   Ordinary 100% Non-Trading
BCS Smartsource SRL   Ordinary 100% Software development
   
 All the above subsidiary companies with the exception of BCS Smartsource SRL were  incorporated in England and Wales. BCS Smartsource SRL is 
a Company incorporated in Romania.   
2 Debtors   
      (As restated)
     2008 2007
     £ £
Amounts due from subsidiaries      4,336,127   4,400,276 
     4,336,127   4,400,276 
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3 Creditors    
     2008 2007
     £ £
Amounts due to subsidiaries      908,955   908,768 
Bank overdraft      14   — 
      908,969   908,768
    
    
4  Deferred income tax — Company  
 There were no Company provisions for liabilities and charges as at 31 December 2008 (2007: nil).  
    
    
5 Share capital    
     2008 2007
     £ £
Authorised:    
362,312,381 Ordinary Shares of 1p      3,623,124   3,623,124 
     3,623,124   3,623,124 
Allotted, issued and fully paid:    
271,406,220 Ordinary Shares of 1p each      2,714,062   2,714,062 
     2,714,062   2,714,062 
    
    
6 Share premium account    
     2008
     £
1 January 2008      3,302,601 
31 December 2008      3,302,601 
    
    
7 Warrant reserve    
     2008
     £
1 January 2008     380,000 
31 December 2008     380,000 
    
 The warrant reserve arose from the capitalisation of debt owed by the Company to  Thistledown Investments Limited in exchange for the issue 
of warrants in 2005.    
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8 Equity settled share-based payments    
 Options are granted with a fixed exercise price. Options were granted during the year  with an exercise price of zero, 1p and 2.25p. The 
contractual life of all options is ten years.  Options become exercisable either at the date of grant or after one, two and three years. Options are 
valued using the Black–Scholes option-pricing model.    
    
 The fair value of share-based payments charged to the Company profit and loss account in the year was £21,353 (2007: £70,172).  
 
     2008 2007
Shares to be issued reserve     £ £
1 January 2008     529,440 367,717
Share based payments fair value charge in year     22,785 161,723
31 December 2008     552,225 529,440
    
 The fair market value has been estimated using the following key assumptions based on the information available at the date of grant: 
 
     Company
Company     2008
Weighted average share price at date of grant (p)     1.47
Discount to bid price at date of grant (%)     20.00
Weighted average exercise price at date of grant (p)     1.20
Weighted average volatility at date of grant (%)     67.10
Weighted average fair value at date of grant (p)     0.52
 Weighted average exercise price of options lapsing in the period (p)    0.45
Risk-free rate (%)     3.00
Dividend yield (%)     0.00
    
 The expected life of the option used in the Black–Scholes option pricing model was the period to when the option vested.   
    
 Volatility is calculated using historical share price data over the last two years.    
    
    
9 Operating lease commitments    
 The Company had no commitments in respect of operating leases as at 31 December 2008 (2007: £nil).   
 
10 Capital commitments 
 The Company had no capital commitments as at 31 December 2008 (2007: £nil). 
11 Contingent liabilities    
 The Company had no contingent liabilities as at 31 December 2008 (2007: £nil).   
 Notes to the Company Financial Statements
 For the year ended 31 December 2008
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Financials
12 Pension commitments    
 The Company contributes towards personal pension plans for certain employees. The  pension cost charge represents contributions payable 
by the Company and amounted to £30,708 (2007: £34,166). There was £nil outstanding in respect of contributions  payable to such pension 
schemes as at the year end (2007: £nil).   
13 Company retained earnings    
     2008 2007
     £ £
Reserves brought forward     (1,479,056) (725,784)
Loss for the year     (163,141) (730,829)
Dividends repaid     — (22,443)
Reserves carried forward     (1,642,197) (1,479,056)
14 Company profit and loss account    
 As permitted by s230 Companies Act 1985, the Company has not presented its own  profit and loss account. The Company’s loss for the year 
amounted to £163,141 (2007: Loss £730,829).    
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be held at the offices of Arbuthnot Securities Limited, Arbuthnot House, 
20 Ropemaker Street, London, EC2Y 9AR on 3rd June 2009 at 11.00 a.m. for the transaction of the following business:
Ordinary Business:
1. To consider and adopt the Company’s annual accounts for the year ended 31 December 2008 together with the Directors’ Report on those 
accounts.
2. To appoint Roger Shepherd as a Director of the Company.
3. To re-elect Alexander Anderson who retires in accordance with the Company’s Articles of Association and, being eligible, offers himself for 
re-election.
4. To appoint Baker Tilly UK Audit LLP as the Auditors and authorise the Directors to determine their remuneration.
5. To consider and approve the report of the Remuneration Committee of the board of Directors.
6. That:
6.1 the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the 
Companies Act 1985 (the “Act”) to exercise all the powers of the Company to allot relevant securities (within the meaning of such 
section) up to an aggregate nominal value of £641,329 such authority to expire at the conclusion of the Annual General Meeting of the 
Company to be held in 2010, save that the Company may before such expiry make offers or agreements which would or might require 
relevant securities of the Company to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such 
offers or agreements notwithstanding that the authority conferred by this resolution has expired;
 and further
6.2 the Directors be and are hereby generally and unconditionally authorised in accordance with Section 80 of the Act to exercise all the 
powers of the Company to allot relevant securities (within the meaning of such section) in connection with a rights issue in favour of 
holders of ordinary shares of £0.01 each in the capital of the Company (“Ordinary Shares”) where the relevant securities respectively 
attributable to the interests of all holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary 
Shares held by them up to an aggregate nominal amount of £904,687.40 provided that this authority shall expire at the conclusion of 
the next Annual General Meeting of the Company following the passing of this resolution, save that the Company may before such 
expiry make offers or agreements which would or might require relevant securities of the Company to be allotted after such expiry and 
the Directors may allot relevant securities in pursuance of such offers or agreements notwithstanding that the authority conferred by this 
resolution has expired.
Special Business:
To consider, and if thought fit, pass resolution 7 as a special resolution of the Company provided that resolution 6 has been passed, and resolutions 8 
and 9 as special resolutions of the Company. 
7. That the Directors of the Company be and they are hereby empowered pursuant to Section 95 of the Act to allot equity securities (within the 
meaning of Sections 94(2) to 94(3A) of the Act) for cash pursuant to the authority conferred by resolution 6 as if Section 89(1) of the Act did 
not apply to any such allotment provided that this power shall be limited to:
7.1 the allotment of equity securities in connection with a rights issue in favour of or general offer to all shareholders in the Company where 
the equity securities respectively attributable to the interests of all shareholders in the Company are proportionate (as nearly as may be) 
to the respective number of Ordinary Shares in the Company held by them (but subject to such exclusions or other arrangements as the 
Directors may deem necessary or expedient to deal with problems under the laws of any territory or the requirements of any regulatory 
body or any stock exchange in any territory or in connection with fractional entitlements or otherwise howsoever); and
7.2 the allotment (otherwise than pursuant to paragraph 7.1 above) of equity securities up to an aggregate nominal amount of £135,703.11 
such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2010, save that the Company 
may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and 
the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the power conferred by this 
resolution had not expired.
 This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of Section 94(3A) of the Act as if in 
the first paragraph of this resolution the words “pursuant to the authority conferred by resolution 6” were omitted.
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Notice of Annual General Meeting
8. That the Company be generally and unconditionally authorised, pursuant to Article 8 of the Articles of Association of the Company and 
pursuant to Section 166 of the Act to make market purchases (as defined in Section 163 of the Act) of up to 27,140,622 Ordinary Shares 
(being approximately 10% of the Company’s issued share capital as at 31 March 2008) on such terms and in such manner as the Directors of 
the Company may from time to time determine, provided that:
8.1 the amount paid for each share (exclusive of expenses) should not be more than 5% above the average middle market quotations for an 
Ordinary Share of the Company as derived from the Daily Official List of the London Stock Exchange on the five dealing days immediately 
preceding the day on which the share is contracted to be purchased;
8.2 the power hereby granted shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this 
resolution or, if earlier, on 3rd September 2010; and
8.3 the Company may make a contract to purchase its Ordinary Shares under the authority hereby granted prior to the expiry of such 
authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its Ordinary 
Shares in pursuance of such contract.
9. That:
9.1 the Articles of Association produced to the Annual General Meeting (marked “X” and initialled by the Chairman for the purposes of 
identification) be adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing 
Articles of Association of the Company, with effect from the conclusion of the Annual General Meeting. 
9.2 with effect from 0.00 a.m. on 1 October 2009:
9.2.1 the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of 
Association which, by virtue of Section 28 of the Companies Act 2006, are to be treated as provisions of the Company’s Articles of 
Association; and
9.2.2 the Articles of Association that are produced to the Annual General Meeting, marked “Y” and initialled by the Chairman for the 
purposes of identification be adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, 
the Articles of Association of the Company at such time.
By Order of the Board
 R A Shepherd
Company Secretary
6 May 2009
Registered Office:
Business Control Solutions Group plc, 
Churchgate, 
New Road, 
Peterborough, 
PE1 1TT. 
Telephone 01733 559999.
Registered Number:
02089155
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Notice of Annual General Meeting
Notes 
1. As a member entitled to attend, speak and vote at the Annual General Meeting (“AGM”) you may appoint one or more proxies to exercise all or 
any of your rights to attend, speak and vote. A proxy need not be a member of the Company but must attend the AGM to represent you. A form 
of proxy is enclosed for use by members. You can only appoint a proxy using the procedures set out in these Notes. Details of how to appoint 
the Chairman of the AGM or another person as your proxy using the form of proxy are set out in the notes to the form of proxy. If you wish 
your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions 
directly to them. 
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint 
more than one proxy to exercise rights attached to any one share. To appoint more than one proxy please photocopy this form. If multiple forms 
are submitted please send these in one envelope to Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, 
BR3 4TU.
3. Subject to the following principles, where more than one proxy is appointed, where a form of proxy does not state the number of shares to 
which it applies (a “blank proxy”) then that proxy is deemed to have been appointed in relation to the total number of shares registered in 
your name (the “member’s entire holding”). In the event of a conflict between a blank proxy and a form of proxy which does state the number 
of shares to which it applies (a “specific proxy”), the specific proxy shall be counted first, regardless of the time it was sent or received (on the 
basis that as far as possible, the conflicting forms of proxy should be judged to be in respect of different shares) and remaining shares will be 
apportioned to the blank proxy (pro rata if there is more than one).
4. Where there is more than one proxy appointed and the total number of shares in respect of which proxies are appointed is no greater than your 
entire holding, it is assumed that proxies are appointed in relation to different shares, rather than that conflicting appointments have been made 
in relation to the same shares. When considering conflicting proxies, later proxies will prevail over earlier proxies, and which proxy is later will be 
determined on the basis of which proxy is last delivered. Proxies in the same envelope will be treated as sent and delivered at the same time, to 
minimise the number of conflicting proxies.
5. If conflicting proxies are sent or delivered at the same time in respect of (or deemed to be in respect of) your entire holding, none of them shall 
be treated as valid.
6. Where the aggregate number of shares in respect of which proxies are appointed exceeds your entire holding and it is not possible to determine 
the order in which they were sent or delivered (or they were all sent or delivered at the same time), the number of votes attributed to each proxy 
will be reduced pro rata (on the basis that as far as possible, conflicting forms of proxy should be judged to be in respect of different shares). 
Where this gives rise to fractions of shares, such fractions will be rounded down.
7. If you appoint a proxy or proxies and then decide to attend the AGM in person and vote, on a poll, using your poll card, then your vote in person 
will override the proxy vote(s). If your vote in person is in respect of your entire holding then all proxy votes will be disregarded. If, however, you 
vote at the AGM in respect of less than your entire holding, if you indicate on your polling card that all proxies are to be disregarded, that shall 
be the case; but if you do not specifically revoke proxies, then your vote in person will be treated in the same way as if it were the last delivered 
proxy and earlier proxies will only be disregarded to the extent that to count them would result in the number of votes being cast exceeding your 
entire holding.
8. In relation to Note 7 above, in the event that you do not specifically revoke proxies, it will not be possible for the Company to determine your 
intentions in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier 
proxies should continue to apply to the fullest extent possible.
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49
Notice of Annual General Meeting
9. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculations of votes for or against the resolution. If 
you enter either the ‘Discretionary’ option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. 
Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM. 
10. To be valid a completed and signed form of proxy and, if applicable, any authority under which it is signed, or a certified copy of such authority, 
must be deposited with Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not less than 
48 hours (excluding, in the calculation of such time period, any part of a day that is not a working day) before the time fixed for holding the 
AGM or adjourned AGM. Completion and return of a form of proxy will not prevent a member from attending and voting in person at the 
AGM should he so wish. 
11. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most 
senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of 
members in respect of the joint holding (the first-named being the most senior).
12. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for 
receipt of proxy appointments (see Note 10 above) also applies in relation to amended instructions; any amended proxy appointment received 
after the relevant cut-off time will be disregarded.
13. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention 
to revoke your proxy appointment to Capita Registrars at the address set out in Note 10 above. In the case of a member which is a Company, 
the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the 
Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power 
or authority) must be included with the revocation notice. The revocation notice must be received by Capita Registrars no later than 24 hours 
before the time fixed for the AGM. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then 
your proxy appointment will remain valid.
14. In order to facilitate voting by corporate representatives at the AGM, arrangements will be put in place at the AGM so that:
14.1 if a corporate member has appointed the Chairman of the AGM as its corporate representative with instructions to vote on a poll in 
accordance with the directions of all the other corporate representatives for that member at the AGM, then, on a poll, those corporate 
representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in 
accordance with those directions; and
14.2 if more than one corporate representative for the same corporate member attends the AGM but the corporate member has not 
appointed the Chairman of the AGM as its corporate representative, a designated corporate representative will be nominated, from those 
corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that 
designated corporate representative.
 Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate 
representatives – www.icsa.org.uk – for further details of this procedure. The guidance includes a sample form of representation letter to 
appoint the Chairman as a corporate representative as described in Note 14.1 above.
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50
15. Pursuant to regulation 41 (1) of the Uncertificated Securities Regulations 2001 (2001 No. 3755) the Company has specified that only those 
members registered on the register of members of the Company at 6 p.m. on 1st June 2009 shall be entitled to attend and vote at the AGM 
(or if the AGM is adjourned, at 6 p.m. on the day two days prior to the adjourned meeting) in respect of the number of Ordinary Shares 
registered in their name at that time. Changes to the register of members after 6 p.m. on 1st June 2009 shall be disregarded in determining the 
rights of any person to attend and vote at the AGM.
16. The following documents will be available for inspection at the Registered Office of the Company from the date of this Notice of AGM until the 
time of the AGM and for at least 15 minutes prior to the AGM and during the AGM:
16.1 copies of the service contracts of the Executive Directors of the Company;
16.2 a schedule showing the terms of appointment of the Non-Executive Directors of the Company; and
16.3 copies of the proposed new Articles of Association of the Company, together with copies of the existing Articles of Association marked to 
show the changes being proposed.
The new Articles of Association are also available on the Company’s website www.bcsplc.com. 
17. Members who have general queries about the AGM should contact Roger Shepherd, Company Secretary on 01733 559999 (no other methods 
of communication will be accepted). You may not use any electronic address provided either:
17.1 in this notice of AGM; or
17.2 any related documents (including the Chairman’s letter and form of proxy),
 to communicate with the Company for any purposes other than those expressly stated. 
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51
Form of Proxy
Form of Proxy
Form of proxy for use by holders of ordinary shares at the Annual General Meeting (“AGM”) of the Company to be held at the offices of Arbuthnot 
Securities Limited, Arbuthnot House, 20 Ropemaker Street, London, EC2Y 9AR on 3rd June 2009 at 11.00 a.m.
Please read the notes before filling in this form. Fill in this form using black ink.
Please indicate your vote by marking the appropriate box in black ink like this: X
By filling in and returning this form, 
I/we appoint (see Note 3 below) Resolution Number For Against
Insert the proxy’s name in BLOCK CAPITALS or  1. To receive the report of the Directors and the audited
“Chairman”. Do not insert your own name(s).  accounts for the year ended 31 December 2008.
As my/our proxy to attend and vote on my/our  2. To appoint Roger Shepherd
behalf at the AGM of the Company or any  as a Director of the Company
adjourned meeting. The AGM will be held  
at the offices of Arbuthnot Securities Limited,   
Arbuthnot House, 20 Ropemaker Street, 
London, EC2Y 9AR on 3 June 2009 at 11 a.m. 
 3. To reappoint Alexander Anderson who retires
  in accordance with the Company’s articles
  of Assocition and, being eligible, offer
  himself for re-election.
 4. To appoint Baker Tilly UK Audit LLP as the Auditors 
  and authorise the Directors to determine their 
  remuneration.
If you do not indicate how you would like your proxy  5. To consider and approve the report of the
vote, he or she may vote or abstain from voting on   Remuneration Committee of the Board
the Ordinary and Special Resolutions as he or she   of Directors.
sees fit.
 6. To authorise the Directors to allot relevant 
  securities pursuant to section 80 of the 
  Companies Act 1985.
 7. To authorise the Directors to allot equity securities 
  for cash pursuant to section 95 of the Companies 
  Act 1985.
 8. To authorise the Company to make market purchases 
  of its shares pursuant to Article 8 of the Articles of 
  Association of the Company and Section 166 of 
  the Companies Act 1985.
 9. To adopt the Articles of Association produced to the 
  AGM (and initialled by the Chairman for the purposes 
  of identification) as the new Articles of Association of 
  the Company in substitution for, and to the exclusion 
  of, the existing Articles of Association of the Company. 
  
Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signature  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
 Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009
Notes on filling in your form of proxy
1. As a shareholder of the Company, you have a right to go to, speak at and vote at the AGM. If you cannot or do not want to go to the meeting, but still want to vote you can appoint one or 
more persons to go to the meeting and speak and vote instead of you. That person is known as a “proxy”. You can only use this form and the procedures set out in these notes to appoint the 
Chairman or someone else as your proxy.
2. Your proxy does not have to be a shareholder of the Company. 
3. If you want to appoint the Chairman as your proxy, insert “Chairman” in the space above. If you want to nominate someone other than the Chairman as your proxy, give that person’s name in 
the space above. Your proxy must then go to the meeting to vote on your behalf. However, if you do this and you, or your proxy, do not go to the meeting, your vote cannot be counted.
4. You may appoint more than one proxy provided each is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached on any 
one share. To appoint more than one proxy, please refer to the notes to the Notice of AGM.
5. In the case of joint holders, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For 
this purpose, seniority is determined by the order in which the names appear in the register of members in respect of the joint holding.
6. If someone signs this form for you, when you or that person send the form back to us, you or they must enclose the authority under which the form is signed. If you are appointing the proxy 
for a Company, the form must show the Company’s seal or be signed on its behalf by an officer, attorney or other person authorised to sign for the Company. Where an officer signs this form, 
the signatory should state his or her office on the form.
7. For the proxy named in this form to act for you, your completed form must be completed and lodged with the Company’s Registrars, Capita Registrars, at The Registry, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU by 11.00 am on 1st June 2009 or at least 48 hours (excluding, in the calculation of such time period, any part of a day that is not a working day) before any 
adjourned meeting. Please do not enclose anything else with your form (except for the authority mentioned in Note 5 above where appropriate). If your form arrives late, it will not be valid and 
will not replace any earlier form of proxy we have received. We cannot accept forms of proxy returned by fax.
8. Entitlement to attend and vote at the meeting or at any adjourned meeting and the number of votes you can cast, will be determined by reference to the shareholder register at 6.00 p.m. on 
1st June 2009 or, if the meeting is adjourned, 6.00 p.m. on the day two days before the date fixed for such an adjourned meeting.
9. If you send a form of proxy, you can still go to the meeting and vote.
10. Please refer to the notes to the Notice of AGM for details of the procedure that will be followed if multiple forms of proxy are received. 
11. If you make any alterations on this form, you must put your initials next to them. 
12. A shareholder which is a Company may appoint a corporate representative to attend the meeting, speak and vote on its behalf. To do so, the Company must submit a form of resolution giving 
the relevant authority to that corporate representative. A corporate representative so appointed has the same powers on behalf of the Company he/she represents as that Company would have 
were it an individual member.
13. For details of how to change your proxy instructions or revoke your proxy appointment please refer to the notes to the Notice of AGM. 
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 Capita Registrars
Proxy Department
PO Box 25
BECKENHAM
Kent
BR3 4BR
 BUSINESS REPLY SERVICE BUSINESS REPLY SERVICE
Licence No. MB 122 Licence No. MB 122
Second Fold
Third fold
and tuck in flap opposite
First Fold
1 1
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145 Cannon Street, London, EC4N 5BQ, UK
Tel: +44 (0)20 7648 2050  Fax: +44 (0)20 7648 2051
Registered Ofﬁ ce
Ground Floor, Churchgate, New Road, Peterborough, PE1 1TT, UK
Tel: +44 (0)1733 559999  Fax: +44 (0)1733 568012
Registered Number 02089155
info@bcsplc.com
www.bcsplc.com
© BCS Group plc 2008
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