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Dillistone Group Plc Annual Report and Accounts for the year ended 31 December 2015
Annual Report and Accounts  
for the year ended 31 December 2015
Stock code: DSG
Empowering 
recruitment 
globally 
through 
technology
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Contents
Highlights 01
Timeline 02
Dillistone Group at a Glance 04
Chairman’s Statement 06
CEO’s Review 07
Financial Review 12
Strategic Report Corporate Governance
Board of Directors 16
Corporate Governance Report 18
Report to the Shareholders on  
Directors’ Remuneration 20
Directors’ Report 23
Financial Statements
Independent Auditor’s Report 26
Consolidated Statement of 
Comprehensive Income 27
Consolidated Statement  
of Changes in Equity 28
Company Statement of  
Changes in Equity 29
Consolidated and Company Statements 
of Financial Position 30
Consolidated Cash Flow Statement 31
Company Cash Flow Statement 32
Notes to the Financial Statements 33
Directors and Advisers IBC
Investor relations website
Visit our investor relations website at  
www.dillistonegroup.com for further 
information about Dillistone Group Plc.
We provide software and services to recruitment firms and recruiting teams within major corporations. 
Across our subsidiaries, we work with over 2,000 firms in over 60 countries.
Our two divisions are Dillistone Systems and Voyager Software. Dillistone Systems specialises in the supply 
of software and services into executive level recruitment teams. Voyager Software’s clientele are primarily 
involved in contingent recruitment, including permanent placement, contract placement and the provision 
of temporary staff.
Welcome to the
Dillistone
Annual Report 2015
Dillistone Group Plc is a global 
leader in the supply of technology 
solutions and services to the 
recruitment industry worldwide.
Read further within the report...
Look out for the following  
icons throughout this report:
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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Highlights
Commenting on the results and prospects, Mike Love,  
Non-Executive Chairman, said:
“The Group has seen record levels of revenue and recurring revenue in 
2015. It has continued to invest strongly in its businesses to ensure its 
clients remain at the forefront of technology, paving the way for continued 
success in future years.”
“This represents our fourth successive year on year increase in the 
dividend, in line with our progressive dividend policy, illustrating the 
Board’s confidence in the future prospects of the Group, which has been 
reinforced by an excellent order book in the first quarter.”
Dr Mike Love 
Non-Executive Chairman
2015
£1.21m
2014
£1.15m
2013
£1.23m
2015
£6.61m
2014
£5.93m
2013
£5.27m
Look out for the following 
definitions throughout this 
report:
Highlights for the year
 ❯ Revenues up 9% from 2014 to £9.44m
 ❯ Record level of recurring revenues of £6.61m, up 11% from 2014
 ❯ Recurring revenues, representing 70% of Group revenue, covered 
100% of administrative expenses before acquisition related costs
 ❯ Profit after tax for the year up 6% to £1.21m
 ❯ Basic earnings per share increased to 6.20p 
 ❯ Final dividend of 2.75p per share recommended, making total 
dividend for the year of 4.1p (a yield of 5% on a share price of 80.5p) 
 ❯ Cash funds of £1.60m (2014: £1.93m) after acquisition related 
payments of £0.67m. Bank borrowings total of £0.33m (2014: 
£0.49m) 
 ❯ Dillistone Systems division – further product investment leading to 
increase in client retention rate, new sales and revenues
 ❯ Voyager Software division – launch of cloud hosted version of Infinity; 
launch of integration of ISV FastPath and Infinity; and launch of 
version 6 of Evolve
Post period end
 ❯ Strong first quarter – FileFinder Anywhere new client orders up over 
70% and Voyager Software division orders up circa 50% 
 ❯ Launch of FileFinder Anywhere Essentials in March 2016 – the 
only truly browser based product from a mainstream supplier to the 
executive search market
 ❯ New product launch expected in Voyager Software division in 2016
Adjusted operating profit is statutory 
operating profit before acquisition costs, 
related intangible amortisation, movements 
in contingent consideration and other one-off 
costs relating to acquisitions.
Adjusted EBITDA is adjusted operating profit 
with depreciation and amortisation added 
back. 
Profit after tax
6%
Recurring revenues
11%
Read more on our performance  
on pages 06 to 13
www.dillistonegroup.com
Strategic Report
Governance
Financial Statements
01
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Timeline
1983
The original FileFinder software was developed by David Dillistone, himself 
a retained search consultant. While it was initially created for in-house use, 
David soon realised that there was a market for it beyond his own firm, and 
so he created David Dillistone Systems.
1990
By the late 1990s, David had retired and the business – now renamed as 
Dillistone Systems – was owned by Custom Business Systems (CBS). CBS 
invested heavily in the firm and, by the end of the decade, offices had been 
established on three continents.
2003
In 2003, the current management team took part in a management buyout 
of the business. The dawn of the internet meant that it became far easier to 
sell the FileFinder system internationally, and, as a result, Dillistone Systems 
grew rapidly.
2011
In March 2011, FileFinder 10 was released after over two years
of development. In September 2011, the Group made its first
acquisition: Voyager Software.
2012
In September 2012, Voyager Infinity was launched after three
years of development.
2013
In July 2013, the Group made its second acquisition:
FCP Internet.
2014
In October 2014, the Group acquired ISV Software. 2014 saw the
release of FileFinder Anywhere, a market leading product suited
to mobile working.
2008
In 2008, a decision was taken to significantly increase R&D
expenditure, and the development of the next generation of
FileFinder began.
2006
In 2006, the Group floated on the AIM market of the  
London Stock Exchange (DSG.L).
Voyager Software division – launch of cloud hosted version of Infinity; 
launch of integration of ISV FastPath and Infinity; and launch of  
version 6 of Evolve.
2015
Read more on Voyager Infinity and ISV FastPath 
on pages 05 and 14
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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www.dillistonegroup.com
Strategic Report
Dillistone Group at a Glance 4
Chairman’s Statement 6
CEO’s Review 7
Financial Review 12
03
“ FileFinder gives us the ability to support our 
core business regardless of the local technology 
infrastructure. A multi-platform solution is a first 
for executive search software and we are delighted 
to be able to implement this. To TRANSEARCH, 
Dillistone represents unparalleled support, a partner 
that understands our business, and provides an ever 
evolving software solution –  which is the bedrock of 
our 16 year relationship.”
Celeste Whatley  
Chief Operating Officer for TRANSEARCH International
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Dillistone Group at a Glance
Dillistone Group Plc is a 
global leader in the supply 
of technology solutions and 
services to the recruitment 
industry. Operating across 60 
countries, working with over 
2,000 firms, we are made up 
of two divisions.
Dillistone Systems division
Dillistone Systems is a leading global supplier 
of technology and services to executive search 
firms and to in-house search teams at major 
corporations and not-for-profit organisations. 
The Division’s principal product is the 
FileFinder Anywhere suite, which is typically 
delivered from the cloud via a range of Apps. 
The Division is headquartered in the UK, but 
has offices in the United States, Australia and 
Germany and serves clients in more than 
60 countries, generating more revenue from 
outside the UK than from its home market. 
Dillistone Systems is widely acknowledged 
to work with more executive search firms 
than any comparable supplier, and is also 
considered to be a thought leader in this 
space.  As a result, the Division has also 
moved beyond the supply of software, and 
provides additional services including training 
in executive search techniques, marketing 
and advertising services, and also runs regular 
conferences which are open to both client and 
non-client firms.
Dillistone Systems division
products
FileFinder is designed specifically for the 
executive recruiting market with FileFinder 
Anywhere being the latest generation of the 
suite. FileFinder Anywhere is available in two 
forms – Essentials and Premium.
FileFinder is an executive search database, 
CRM system, research tool, report writer and 
project management solution all rolled into 
one. It is designed to support every element of 
the search process.
The product is unique in its market, in that 
it is available to purchase or to rent, and can 
be accessed via a desktop app, a full browser 
app, a mobile app or through Microsoft 
Outlook (desktop or web versions).
Voyager Software division
Voyager Software became a part of the 
Dillistone Group in September 2011. At the 
time of its acquisition by Dillistone, it provided 
end-to-end recruitment solutions principally 
to the third party recruiting sector. Voyager’s 
products included Voyager Professional, 
Voyager Commercial, Voyager VDQ! and 
Voyager Mid-Office, a product range largely 
used by temp and contingency recruiters. 
In September 2012, Voyager launched its 
next generation software platform, Voyager 
Infinity. Voyager Infinity is designed to 
improve the performance of recruitment 
companies specialising in permanent, 
contract and temporary placements. 
Infinity meets the demands of flexibility and 
functionality required by these firms, putting 
it at the forefront of software available to the 
recruitment industry. In July 2013, the Group 
acquired FCP Internet, suppliers of the Evolve 
SaaS product, and this has subsequently been 
folded into the Voyager division. In October 
2014, a further acquisition saw ISV Software 
– a supplier of skills testing and training 
Read more on Dillistone Systems  
on page 09
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services – folded into the division. Today, the 
Voyager products are used in over 20 different 
countries by many thousands of users in 
different-sized recruitment businesses. The 
Division has offices in the UK and Australia 
and employs around 60 people.
Voyager Software division
Products
Voyager Software provides a range of 
products to all levels of the recruitment 
market.
Front office products
Voyager Infinity manages 
the work of recruiters 
working to fill permanent 
and longer-term contract/
temporary vacancies delivering measurable 
performance efficiencies and audit trails. 
Voyager Infinity SaaS has all of the great 
features of Infinity available as a managed 
service on the Azure Cloud with affordable 
set-up and affordable monthly cost.
Voyager VDQ! is designed 
for fast-paced blue and 
white collar temporary 
placement agencies that 
have to quickly assemble transient or ad-hoc 
teams to serve highly volatile and urgent 
labour requirements.
Middle and back office 
products
Voyager Mid-Office, Voyager’s flexible Pay & 
Bill solution, automates the processing of 
large volumes of timesheets and payments to 
numerous clients and candidates. 
Voyager Bureau enables bureaus to 
subcontract back-office operations for 
multiple client recruitment companies on a 
single platform.
Virtual Voyager
Alongside the native Cloud products with 
Virtual Voyager, all Voyager products can be 
hosted and delivered to any customer PC 
with an Internet connection.
Evolve
Through FCP Internet, the 
division also provides its 
evolve
TM
 solution. 
evolve™ has been designed to deliver an 
effective workflow solution for all sizes and 
types of recruitment business. It is delivered 
only as a SaaS product.
ISV FastPath
Through ISV, the 
division provides its 
FastPath solution and is 
developing its new ISV 
Online product. This software delivers pre-
employment skills testing and training tools to 
recruitment businesses and corporates.
Read more on Voyager Software 
on page 09 
Main Group offices
www.dillistonegroup.com
Strategic Report
Governance
Financial Statements
05
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“ The Group delivered 
its best ever revenue 
performance with 
revenue up 9% to 
£9.437m.”
Dr Mike Love 
Non-Executive Chairman
Chairman’s Statement
The Group has made 
significant progress in 2015. 
Product development has 
continued to be a priority 
throughout the year with 
a number of upgrades 
and new product launches 
successfully achieved with 
more expected in 2016.
The Group also delivered its best ever revenue 
performance with revenue up 9% to £9.437m. 
The continued investment in the Dillistone 
Systems division meant that, as anticipated 
in the interim statement and despite this 
growth in revenue, the Group saw a 21% fall 
in operating profit to £1.108m. Profit after 
tax rose 6% to £1.212m, benefitting from a 
tax credit in the year. Basic EPS improved to 
6.20p. 
ISV (www.isvgroup.com), which was acquired 
in October 2014, has been successfully 
integrated into the Voyager Software 
division and is investing in its own product 
development with a new product, ISV Online, 
due for launch in 2016.
Dividends
The Board was pleased to increase the interim 
dividend payment in September 2015 to 
1.35p (2014: 1.3p) and has recommended 
an increased final dividend of 2.75p per share 
(2014: 2.7p), subject to shareholder approval, 
payable on 24 June 2016 to holders on the 
register on 27 May 2016. Shares will trade 
exdividend from 26 May 2016. This takes 
the total dividend based on the 2015 results 
to 4.10p (2014: 4.00p), and gives a yield of 
5.1% on a share price of 80.5p. 
This represents our fourth successive year on 
year increase in the dividend, in line with our 
progressive dividend policy, which illustrates 
the Board’s confidence in the future prospects 
of the Group. The business is committed 
to maintaining its policy of investing in its 
products and services whilst rewarding its 
shareholders.
Staff
Our staff are fundamentally important to 
the success of the business. It is through 
their efforts, commitment and determination 
that we continue to be a leading technology 
provider in the sectors we serve. On behalf of 
the Board I would like to take this opportunity 
to thank all of our staff.
Outlook
At the time of our interim statement in 
2015, the Board explained that increased 
competition in the executive search software 
sector in which Dillistone Systems operates 
necessitated an increased investment to 
remain competitive. We stated that we 
believed that we were experiencing early 
signs of improved performance, noting a 
year on year upturn in orders, but warned 
that the increased investment would reduce 
profitability in 2015.
The Dillistone Systems division has continued 
– and will continue – to invest in improving 
products and services, and we are delighted 
to report further success in the market. 
Dillistone Systems’ core product – FileFinder 
Anywhere – has seen new client orders grow 
by more than 70% in the first quarter of 2016, 
when compared to the same period in 2015. 
Pleasingly, this growth is based on significant 
increases in both the number of new client 
wins and the value of those contracts. This, 
combined with continuing demand from 
existing clients, meant that our 12 month 
order book to March 2016 is at its strongest 
since 2013.
Our Voyager Software division has also enjoyed 
a strong start to the year. This Division offers 
a number of products and while performance 
has varied across the range, it is pleasing to 
note that the strong performance by several 
of its leading products has seen orders grow 
in Q1 by around 50% compared to the same 
quarter in 2015.
While the Group is not immune to potential 
economic instability, at this stage the 
expectation is that this strong order growth 
will continue. Both divisions are reporting that 
a growing proportion of incoming business 
is on a recurring basis, which is good for the 
longer term but is less positive in the short 
term. However, the results to date, coupled 
with our strengthening implementation 
pipeline, give us confidence that not only will 
the first half results show improvement over 
the second half of 2015, but we will see that 
trend continuing into the second half of this 
current year.
The Group’s continuing investment in product 
development across all parts of the business 
gives the Board confidence in the future and, 
as a result, we are delighted to propose an 
increase in our final dividend of 1.9% to 2.75p 
(2014: 2.7p).
Dr Mike Love
Non-Executive Chairman
26 April 2016
70% Recurring
25%
5%
Non-recurring
Third party
Revenue analysis  
2015
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CEO’s Review
“ The Board is 
confident that both 
Divisions have strong 
futures.”
Jason Starr 
Chief Executive
Dillistone Group Plc is a 
global leader in the supply 
of technology solutions and 
services to the recruitment 
industry worldwide.
Strategy and objectives
The Group’s strategy is to grow the business 
both organically and through acquisition. 
This strategy is made possible through our 
commitment to product development, which 
ensures that the business continues to 
command a leading role in all of the markets 
in which it operates. 
Our acquisition strategy typically entails 
consideration of businesses offering:
•	 products that would further increase 
market share in the Group’s core markets; 
•	 legacy applications where clients could 
be transferred to our modern suite of 
products; or
•	 complementary applications which may 
be cross-sold to clients of the Group.
The Group’s objectives are principally to:
•	 ensure our products meet the needs of 
the recruitment sector through continual 
investment and development;
•	 be a leading player in all of the markets 
we serve;
•	 develop our staff delivering progressive 
career development;
•	 increase our profitability and deliver 
increased shareholder value year on year 
in conjunction with following a progressive 
dividend policy.
Key performance indicators (KPIs)
The Board and management use absolute figures to monitor the performance of the business in 
the following financial KPIs:
FY 2015 
£’000
FY 2014
£’000 measure used by management
Total revenues 9,437 8,625 year on year growth
Recurring revenues 6,606 5,929 year on year growth
Non-recurring revenues 2,333 2,285 year on year growth
Adjusted profit before tax 1,416 1,824 year on year growth
Cash less borrowings 1,270 1,443 sufficient cash resources maintained
Adjusted profit before tax is statutory profit before acquisition costs, related intangible amortisation, movements in contingent 
consideration and other one-off costs relating to acquisitions.
In addition, the Board monitors order levels and employee numbers as well as performance 
against budget.
49% Dillistone
51% Voyager
Divisional revenue analysis 
2015
Read more about our divisions  
on page 09
www.dillistonegroup.com
Strategic Report
Governance
Financial Statements
07
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Our business model
Short and 
long term 
value for our 
shareholders
Our large client base means that we do not depend on a small number of clients.
We generate revenue typically through three pricing mechanisms:
•	 Upfront licence fee plus recurring support fee
•	 Software as a Service (SaaS) subscription basis
•	 Hybrid model incorporating upfront payment and recurring support and  
hosting fees
wE utIlISE
Our IP , human 
and physical 
capabilities
Global thought leaders:
•	 Offices in UK, Germany, USA, and Australia
•	 Data centres in Europe, USA, Brazil, Singapore, and Australia
•	 Around 120 staff
tO DElIVER
•	  Our suite of innovative recruitment software is packaged with  
an end-to-end service
•	 Additional services include training, data translation, support services and 
running conferences
•	 Our data centres enable us to offer optional hosting
Products  
and services
In 2000+ firms across 60 countries, our clients are situated across the entire 
recruitment landscape.
They say that we provide them with:
•	 Stability, flexibility and functionality
•	 Easy access to their data 
•	 Rapid deployment
•	 Ongoing development ensures upgrade path for clients
Short and 
long term 
value for our 
clients
AnD GEnERA tE
thA t PROVIDE
CEO’s Review continued
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Group review of  
the business
2015 saw recurring revenues grow 11% to 
£6.606m (2014: £5.929m) reflecting, in part, 
the full year impact of the acquisition of ISV 
in October 2014. Non-recurring revenues 
increased 2% to £2.333m (2014: £2.285m). 
As a result, overall revenues increased by 
9% to £9.437m (2014: £8.625m) with 
recurring revenues representing 70% of 
Group revenues (2014: 69%). Overheads 
have increased across the business in part 
reflecting the full year impact of ISV but 
also reflecting the increased investment 
in Dillistone Systems as forewarned in 
the interim statement. This resulted in a 
5% fall in adjusted EBITDA to £2.285m 
(2014: £2.402m). Operating profits before 
acquisition related items fell 22% to £1.424m 
(2014: £1.820m) and pre-tax profits before 
acquisition related items also fell 22% to 
£1.416m (2014: £1.824m).
Divisional reviews
Dillistone Systems
The Dillistone Systems division is primarily 
focused on providing technology solutions 
to the executive search market via our range 
of “FileFinder” applications. This client 
group is made up of both executive search 
firms and executive search teams in major 
organisations.
Dillistone Systems’ head office is in London 
and it has offices in the US, Germany and 
Australia. The Division accounts for 49% 
(2014: 53%) of the Group’s revenue and it 
saw revenue grow 1% to £4.620m (2014: 
£4.557m).
It was pleasing to see revenue return to 
growth in 2015 after the 9% fall in 2014. 
However, increased competition means 
that the Division has to work harder to 
win business and retain clients, and this 
has required and continues to require 
ongoing investment in our products, in our 
services, and in our infrastructure, which 
inevitably leads to higher cost of sales and 
administrative expenses, which was further 
aggravated by the strength of Sterling in 
2015. Depreciation and amortisation also 
increased by 36% in the Division, reflecting 
the first full year amortisation charge of the 
FileFinder browser product, for which costs 
were capitalised in previous periods. This 
has led to segmental EBITDA decreasing 
by 11% to £1.425m (2014: £1.597m) and 
operating profit falling 24% to £0.891m 
(2014: £1.168m).
In our interim announcement released to the 
market in 2015, we explained our increased 
investment, noted a pleasing increase in 
product sales and explained our confidence 
that our product investment would lead to 
further growth in orders and revenue. I am 
pleased that this prediction has proven to 
be accurate as the Division has enjoyed 
an extremely positive Q1 2016 in terms of 
incoming contracts. I am delighted to report 
that the business has enjoyed a strong order 
book in the first quarter, with new business 
orders up by more than 70% on the same 
period of 2015. Pleasingly, this growth has 
come about as a result of increases in both 
the number of new contract wins and the 
value of those contracts. Client retention 
continues to improve and we are seeing 
strong demand for products and services 
from our existing clients.
The FileFinder Anywhere suite continues 
to be developed, and we anticipate further 
product announcements within the next 12 
months.
Voyager Software
Voyager Software is a provider of technology 
products targeted at the entire recruitment 
landscape, from front office to back office 
and bureaus, and includes both recruitment 
management systems and pre-employment 
skills testing technology.
In 2015, the Voyager Software division 
accounted for 51% (2014: 47%) of Group 
revenues. The Division’s revenues increased 
by 19% to £4.831m and its segmental 
operating profit before amortisation and 
depreciation increased by 19% to £0.956m 
(2014: £0.802m). Recurring revenues 
increased by 25% to £3.430m (2014: 
£2.743m). Depreciation and amortisation 
increased by 113% to £0.327m (2014: 
£0.153m), having been impacted by 
the change in the basis of calculation 
of amortisation of development costs as 
discussed in the financial review and as well 
as the continuing spend on development.
The Division benefited from the full year 
impact of the ISV acquisition made in 
October 2014. Excluding ISV, underlying 
growth in revenue was 4%.
2015 saw some major developments in the 
Division including:
•	 launch of the cloud hosted version of 
Infinity available from multiple global 
regions with additional functionality for 
use in the temporary staffing sector
•	 launch of the integration of ISV FastPath 
and Infinity to help recruitment 
businesses automate testing candidates, 
facilitating cross-selling opportunities 
•	 launch of version 6 of Evolve software
Product development is ongoing across 
the Division and a number of product 
announcements are expected in 2016. 
The Board is confident that both Divisions 
have strong futures.
www.dillistonegroup.com
Strategic Report
Governance
Financial Statements
09
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Financial risk management
The Group’s operations expose it to a number 
of risks that include the effect of changes 
in interest rates, credit, foreign currency 
exchange rates and liquidity. The Group does 
not trade in financial instruments.  Further 
details in relation to these risks are shown in 
note 24.
Interest rate risk
The Group is exposed to interest rate risk 
through its floating rate borrowings and 
through its management of retained cash. 
The Group monitors its exposure to interest 
rate risk when borrowing and investing its 
cash resources.
Credit risk
The Group has a large customer base 
in excess of 2,000 customers and is not 
dependent on a small number of customers.  
Accordingly, the Group does not believe it is 
exposed to significant credit risk.  In addition, 
it only places money with banks with strong 
credit ratings.
Exchange risk
The Group is exposed to translation and 
transaction foreign exchange risk.  The 
Group’s foreign operations primarily trade 
in their own currencies, reducing the 
transaction risk. As a result the main foreign 
exchange transactional exposure arises when 
repatriating profits. The Group only seeks to 
remit cash when required in the UK and it 
usually has some flexibility on timing of such 
appropriations to minimise any exchange 
losses. To a degree, the Group relies on a 
partial natural hedge of Euro, Australian 
Dollar and US Dollar to cover the translation 
exposures.
Liquidity risk
Although the Group has some borrowings it 
maintains positive cash resources and has 
sufficient available funds for its operations 
and planned expansion of its existing 
activities.
Principal risks  
and uncertainties
There are a number of risks and uncertainties 
which could have an impact on the Group’s 
long term performance and cause actual 
results to differ materially from expected 
and historical results. The Directors seek 
to identify material risks and put in place 
policies and procedures to mitigate any 
exposure. The table of risks that follows gives 
details of the principal risks and the approach 
being taken to manage them.
CEO’s Review continued
Risk Potential adverse impact Mitigation
Economic risk The recruitment industry has a reputation for being vulnerable 
to the cyclical nature of the economy. This can impact 
significantly on non-recurring revenue and to a lesser extent 
recurring revenue
The Company operates globally and so is not reliant on one 
economy. It enjoys a high percentage of recurring revenues. 
The acquisition of Voyager FCP and ISV has increased the 
exposure to the UK economy. 
In a downturn there may be a reduction in new permanent 
hires which may be replaced by temporary hires. The Group’s 
suite of products now supports more aspects of the third party 
recruitment market through its acquisition of Voyager. The 
temporary recruitment market is potentially anti-cyclical. 
The Group is following a strategy designed to increase 
recurring revenues.
New product 
risk
The introduction of new products might contain significant 
bugs that make them unusable. This could damage the 
Group’s reputation and result in loss of new orders and 
therefore reduce revenue growth. It could also result in claims 
against the Company.
The cost and time frame for developing and releasing new 
product could be a bigger drain on resource than built into 
budgets and forecasts.
Products are tested pre-launch and launch and 
implementation strategies developed to minimise risks. 
Additional unit testing is built in and commitment to focus on 
user experience. 
Development plan is regularly reviewed by management.
Attrition of 
customer base
Failure to attract new customers, or the loss of existing 
customers, may have a detrimental effect on the Group’s 
ability to generate revenues.
Actively manage existing customer relationships through 
account management structures and promptly deal with 
issues. 
The Group continues to invest in new products and new 
features being added. 
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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Risk Potential adverse impact Mitigation
Competitor 
activity
The market for recruitment software is extremely fragmented 
with a large number of small suppliers operating in all of the 
Group’s geographical markets. Very few of these suppliers 
have the necessary financial, technical and marketing 
resources to be able to develop their competitive position. 
However, the competition may intensify through consolidation 
or new entrants to the market.
Some competitors offer a broader product range enabling 
them to compete across the whole of the sector.
The businesses can easily lose market share if its products 
are not well regarded either from being “out of date” or 
“buggy”.
Some firms may try to compete on price, particularly if the 
market deteriorates. 
The Group has strong customer relationships and uses 
account management to keep in touch with clients.
The Group continues to invest in its product development 
and 2015 saw the launch of a SaaS version of Infinity and 
2016 has seen the launch of a standalone browser version of 
FF. The Group continues to innovate and provide solutions to 
client needs. 
There is a focus on fixing bugs and issues as they arise to 
ensure the user experience is good.
Pricing strategies are reviewed on a regular basis. The 
introduction of a SaaS product should result in a more 
competitive subscription model for Voyager.
The Group continues to look into developing new products 
and additional features to more readily compete.
Business 
continuity risks 
associated with 
information 
systems’ 
operational 
failure and data 
security
A failure of systems or failure of hosting facilities leading to 
loss of customer confidence in the Group being able to deliver 
their requirements.
Loss or corruption of data held on behalf of customers which 
could have a detrimental effect on their confidence in data 
security processes and could cause financial loss.
External attacks on servers could result in lost or corrupted 
data and loss of reputation.
Each division is reliant on data centres. Work is ongoing to 
improve disaster recovery plans, including investing in the use 
of the cloud. 
Plans are regularly reviewed on how to improve data centre 
management as the business grows worldwide. 
Data backups occur daily and the necessary test carried out 
on a regular basis to ensure data can be restored. 
Penetration testing helps minimise the risk of attacks. 
Employee 
engagement and 
retention
Capability to meet the demands of the markets in which 
the Group operates and competes effectively with other IT 
suppliers is largely dependent on the skills, experience and 
performance of staff.
Failure to attract or retain high calibre employees could 
seriously impede future growth and present performance. 
Reliability on small group of people especially in parts of the 
business.
To retain staff the Group operates competitive remuneration 
packages.
Appraisals are carried out which also consider individual’s 
personal development.
Cross training being carried out where possible.
Acquisition risk The Group has made three acquisitions since 2011 and is 
likely to make further acquisitions in the future. This creates 
the potential risk that acquisitions may not perform or may 
contain hidden risks or liabilities.
For all acquisitions and in advance of completion, 
management undertakes due diligence and prepare 
integration plans including risk identification. These papers 
are reviewed and approved by the Board prior to any 
commitment being entered into.
Ability to 
finance 
acquisitions and 
expansion
The Group wants to grow by acquisition and this requires 
that it will have the ability to fund such expansion either via 
borrowing or placement, or through the availability of its own 
cash resources.
Ongoing discussions with investors and potential investors to 
build a following in Dillistone. 
Every placing by the Group has been oversubscribed so 
Group has small fund available for future acquisitions.
Management 
capacity
Size of business means that management tends to be 
stretched and under-resourced. As the business grows there 
may be insufficient support to ensure that the growth is 
effectively managed and integrated.
Investment in additional management in 2015. 
Brexit Potential economic uncertainty could lead to a reduction in 
orders.
May impact where recruiting individuals with European 
languages requirement. It may increase the time and difficulty 
in recruiting skilled employees.
Clients usually choose best in class and already buy from 
global firms.
Already have to deal with visa requirements for some staff. 
www.dillistonegroup.com
Strategic Report
Governance
Financial Statements
11
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2015
£1.42m
2014
£1.82m
2013
£1.80m
Adjusted profit before tax  
2015
“ Dillistone finished the 
year with cash funds 
of £1.595m and 
bank borrowings of 
£0.325m.”
Julie Pomeroy 
Finance Director
Total revenues increased 
by 9% to £9.437m (2014: 
£8.625m), with pre-tax 
profits down 18% to 
£1.072m (2014: £1.305m).
Recurring revenues increased by 11% to 
£6.606m (2014: £5.929m) while non-
recurring revenues saw a 2% increase to 
£2.333m from £2.285m. Third party software 
product sales amounted to £0.498m in 
the period (2014: £0.411m). These results 
include ISV revenues for the full year. 
Underlying revenue growth excluding ISV 
was 3%.
Cost of sales increased by 19% to £1.313m 
(2014: £1.108m), reflecting in part, the full 
year impact of ISV but also from the roll out of 
additional hosting services.
Administrative costs, excluding acquisition 
related items, depreciation and amortisation, 
rose 14% to £5.839m (2014: £5.115m), 
again reflecting the full year of ISV costs. 
Excluding ISV, administrative costs rose 8%.
As part of the implementation of FRS 101 
in relation to its subsidiaries’ accounts, 
management also reviewed the useful 
economic life of certain of its development 
expenditure. Such expenditure is now 
written off over five years, with amortisation 
commencing in the month that costs are 
incurred. Previously, this was estimated to be 
three years, with amortisation commencing 
the year following the costs being incurred. 
This had only a minor impact for the Group 
but it did result in a higher amortisation 
charge in the Voyager Software division which 
was offset by a reduction in the charge in 
Dillistone Systems division. Depreciation and 
amortisation increased to £0.861m (2014: 
£0.582m). Part of this increase reflects 
the first full year amortisation charge of 
the FileFinder browser product for which 
costs were incurred in previous periods and 
also the continuing spend on development 
across both divisions. Acquisition related 
administrative costs totalled £0.316m 
(2014: £0.418m), and were in respect of 
the amortisation of intangibles arising on 
the Voyager, FCP and ISV acquisitions and 
movement in the estimation of contingent 
consideration. Finance cost includes 
£0.028m relating to the unwinding of 
the discount in respect of the contingent 
consideration.
Recurring revenues covered 100% of 
administrative expenses before acquisition 
related costs (2014: 104%). Excluding 
depreciation and amortisation of our own 
internal development, the administrative 
costs are covered 116% (2014: 116%) by 
recurring revenues.
There is a tax credit in 2015 of £0.140m 
(2014: charge £0.160m). The 2015 credit 
reflects the significant R&D tax credits 
available to both Dillistone Systems and 
Voyager Software, the change in deferred 
tax rate from 20% to 18%, as well as the 
reduction in corporation tax rates from 21.5% 
to 20.25% and the release of prior year 
provisions partially offset by the higher rates 
of corporation tax that are payable overseas. 
The acquisition related items tax credit 
reflects the reduction in deferred tax that 
arises as amortisation is charged in the profit 
and loss account. 
Profits for the year before acquisition related 
items fell 10% to £1.419m (2014: £1.584m) 
and profits for the year after acquisition 
related items increased 6% to £1.212m 
(2014: £1.145m). Basic earnings per share 
(EPS) increased to 6.20p (2014: 6.18p). 
Fully diluted EPS increased 1% to 6.00p 
(2014: 5.95p).
Capital expenditure
The Group invested £1.045m in property, 
plant and equipment and product 
development during the year (2014: 
£1.073m). This expenditure included 
£0.961m (2014: £0.814m) spent on 
development costs. 
Financial Review
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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2015
£2.29m
2014
£2.40m
2013
£2.24m
2015
7.26p
2014
8.56p
2013
7.99p
2015
6.20p
2014
6.18p
2013
6.76p
Adjusted EBITDA  
2015
Adjusted basic EPS  
2015
Basic EPS 
2015
Trade and other payables
As with previous years, the trade and other 
payables include income which has been 
billed in advance but is not recognised as 
income at that time. This principally relates 
to support, SaaS and hosting renewals, 
which are billed in 2015 but that are in 
respect of services to be delivered in 2016. 
Contractual income of this type is recognised 
monthly over the period to which it relates. 
It also includes deposits taken for work 
which has not yet been completed, as such 
income is only recognised when the work is 
substantially complete or the client software 
goes “live”. Also included in trade and other 
payables is £0.620m (2014: £1.173m) in 
respect of contingent consideration. At the 
end of 2015, there are three tranches of 
contingent consideration payable in respect 
of ISV and these are dependent on the level 
of revenue achieved in periods up until 
30 September 2017. 
Cash
The Group finished the year with cash funds 
of £1.595m (2014: £1.929m) and bank 
borrowings of £0.325m (2014: £0.487m). 
This is after capital expenditure of £1.045m, 
the payment to the vendors of FCP and 
ISV of £0.666m and dividend payments of 
£0.793m.
On behalf of the Board
Julie Pomeroy
Finance Director
26 April 2016
The Strategic Report is signed on behalf of 
the Board by
Jason Starr
Chief Executive
26 April 2016
www.dillistonegroup.com
Strategic Report
Governance
Financial Statements
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14
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
Case Study
How Voyager Infinity and ISV FastPath support 
White Knight Recruitment
In each annual report we highlight how one of our solutions is helping a client to generate real 
business efficiencies. Last year our case study was based around FileFinder, and so this year 
we look at how White Knight Recruitment is taking advantage of two of our products – Infinity 
and FastPath.
How Voyager Infinity & ISV FastPath support  
White Knight Recruitment 
Voyager Software is a market-leading provider of technology to recruitment companies. 
Following the acquisition of ISV Software, an integration was launched in October 2015 
between Voyager Infinity and ISV FastPath. The integration allows users to easily send tests to 
candidates, review results and submit scores to clients directly from Infinity.
One of the earliest adopters of the integration is White Knight Recruitment and Mark Stevens, its 
Managing Director, shared his experience about their use of the integration between Infinity and 
ISV FastPath.
The Background
White Knight Recruitment is a recruitment specialist based in South England, supplying admin 
and clerical staff to the NHS and public sectors. As an existing user of both Voyager Infinity and 
ISV FastPath they were delighted with the news of an integration between both applications.
How impactful is being able to access ISV FastPath’s skills testing platform directly from 
inside Infinity?
“The integration has saved us lots of time now that we don’t need to enter the same information 
twice. I especially like that the testing results feed seamlessly into Infinity allowing me to instantly 
see if the candidate is suitable for a particular job.” 
How easy is the product to use?
“Sending out tests couldn’t be easier! A link is emailed directly to the candidate from within 
Infinity. When the test has been completed I get alerted in ‘My Infinity’ which prompts me to 
review the results.”
What are the benefits of offering skills testing to your clients?
“Skills testing is one of the things that sets us apart from our competitors. These skills tests allow 
us to screen the candidates before we submit them to our clients, this means our clients are only 
interviewing candidates of a certain calibre, therefore saving them time.”
Would you recommend the integration between Infinity and ISV FastPath?
“Yes, we would definitely recommend it. Since we’ve started using the integration it has saved our 
consultants lots of admin time, allowing them to focus on what they do best.” 
15
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15
Corporate Governance
Board of Directors 16
Corporate Governance Report 18
Report to the Shareholders on Directors’ Remuneration 20
Directors’ Report 23
15
“After only 1 month of implementation [of 
ISV FastPath] our consultants have booked 
in more candidate registration interviews 
and have reduced registration time.”
Holly Millen 
Commercial Director, Interpersonnel
www.dillistonegroup.com
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Board of Directors
Mike Love (67) 
Non-Executive Chairman
Mike Love has a PhD in theoretical physics and over 40 years’ experience 
in the software industry. He is currently non-executive chairman of SciSys 
plc, also an AIM quoted company, and director and chairman at Redcliffe 
Precision Ltd. He was group managing director of SciSys from 1986 to 
2003, during which time he led a management buy-out of the business 
and floated it on AIM in 1997. He is a previous member of the AIM 
Advisory Group of the London Stock Exchange.
Rory Howard (48)
Operations Director
Rory Howard has a BA (Honours) degree in Business Administration and 
is a PRINCE2 practitioner. Rory started his career with the Dixons Stores 
Group and from 1991 to 1994 he worked in the systems and control 
department as a technical support analyst working on their EPOS systems, 
data reporting and security. He then joined JATO Dynamics Ltd, a software 
company specialising in the automotive research market, as a database 
analyst, developing databases for pricing models for the large automotive 
manufacturers. In 1998 he joined Dillistone Systems Limited as a project 
manager, and the following year became the Global Projects Manager, 
tasked with restructuring all implementations and data migrations 
procedures and operations. In 2003 Rory became Operations Director of 
Dillistone Systems Limited and a member of the Board.
Jason Starr (44)
Chief Executive
Jason Starr joined Dillistone Systems in 1994. He became Marketing 
Manager in 1996 before becoming Managing Director of the UK business 
in 1998. Following the MBO, Jason became Managing Director of 
Dillistone Systems Ltd and subsequently became Group Chief Executive 
Officer. Jason is well known in the industry and has spoken at events in 
Asia, the US and Europe. Jason was appointed a non-executive director of 
AIM listed IPPlus PLC from January 2015.
Jason has a BA (Honours) business studies degree from the London 
Guildhall University.
Jason is the Group Chief Executive of Dillistone Group Plc and Managing 
Director of Dillistone Systems. 
Alex James (43)
Product Development Director
Alex graduated from Swansea University in 1995 with a degree in 
Psychology. In 1995 Alex joined Mallinckrodt Veterinary, working in quality 
control. In 1997 he moved to Responseability, a company that manages 
aspects of the recruitment process for clients, starting in administration 
before progressing into an account management role. Alex started at 
Dillistone in 1999 in a training/consultancy position prior to becoming the 
UK and then Global Projects Manager, being ultimately responsible for 
the implementation of all products and services to both new and existing 
clients. Alex joined the Board of Dillistone Systems Limited in January 
2005 and the Group Board in February 2006.
Alex is the Product Development Director for Dillistone Systems; 
departments under his responsibility are software development and 
technical integration.
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Audit Committee
Remuneration Committee
Committee icons
Alistair Milne (40)
Director of Support Services
Alistair started his career at Richmond Theatre in 1994, working in both 
the marketing department and box office. In 1997 he joined The Football 
Association, initially in a ticketing administration role, before progressing 
to a management role. Alistair then began working at the Shaw Theatre 
as Box Office Manager. He joined Dillistone Systems in 2003. He was 
initially appointed to the UK and then Global Support Manager role with 
responsibility for all aspects of support services. He was promoted to the 
Dillistone Systems Limited Board in 2006 and joined the Group Board in 
January 2011.
Alistair is the Director of Support Services; he oversees all Dillistone IT 
infrastructure and support services globally.
Julie Pomeroy (60)
Finance Director
Julie is an experienced finance director of quoted and private companies. 
She graduated with an honours degree in Physics from Birmingham 
University and is a Chartered Accountant and Chartered Director. She also 
holds tax and treasury qualifications. Julie was group finance director of 
Carter & Carter Group plc until October 2005, having joined in 2002 to 
help grow and float the business. She had previously been chief financial 
officer of Weston Medical Group plc and prior to this Julie worked at East 
Midlands Electricity plc as director of corporate finance. She was finance 
director of AIM quoted Biofutures International plc until July 2010. Julie is 
also a non-executive director of Nottingham University Hospitals  
NHS Trust.
Giles Fearnley (61)
Non-Executive Director
A career in the passenger transport industry saw Giles lead an MBO in 
1991, forming Blazefield Holdings Limited, a business operating bus 
networks principally across Yorkshire and Lancashire. This company was 
sold to Transdev in 2006.
In 1997 he was appointed chief executive of Prism Rail PLC, having been 
one of that company’s founders, and held that position until its sale to 
National Express in 2000. Prism Rail operated four of the UK’s passenger 
rail franchises with a turnover of £500 million per annum.
Giles is currently managing director – Bus, UK and Ireland for First 
Group Plc. Giles served as chairman of the Association of Train Operating 
Companies in 1999/2000 and as chairman of The Confederation of 
Passenger Transport UK.
www.dillistonegroup.com
17
Financial Statements
Strategic Report
Governance
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Corporate Governance Report
Dillistone Group Plc (the “Company”) is committed to maintaining high standards of corporate governance. The Company does not comply with 
the provisions of the UK Corporate Governance Code (the “Code”) in its entirety and it is not required to do so. However, the Board recognises 
the importance of sound corporate governance and will take appropriate measures to ensure that the Company complies with the main provision 
of the Code as far as practicable and to the extent appropriate given the Company’s size, assets, liabilities and other relevant information. The 
summary below describes the extent to which the Company complies with the Code.
Leadership
The Board comprises a Non-Executive Chairman, one Independent Non-Executive Director and five Executive Directors. All Directors are obliged 
to submit themselves for re-election at least every three years. The Chairman and Non-Executive Director are considered to be independent of 
management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. 
Giles Fearnley is the current Senior Independent Director and his shareholding of approximately 2.3% is not considered by the Board to change 
his independence. 
Effectiveness
To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. They are also able to take 
independent professional advice as appropriate. 
The Board has two committees:
Audit Committee
The Audit Committee comprises the Chairman and the Non-Executive Director and usually meets twice during the year. 
The Finance Director, Group Chief Executive Officer (CEO) and external Auditor attend by invitation. The Audit Committee makes 
recommendations to the Board on issues surrounding the appointment, resignation or removal of auditors and their remuneration. It discusses 
and agrees the scope of the audit with the external Auditor before the audit. 
The Audit Committee reviews external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half-
year and annual accounts before they are presented to the Board for approval. It is also required to review the effectiveness of the Group’s internal 
control systems, to review the Group’s statement on internal control systems prior to endorsement by the Board and to consider, from time to time, 
the need for a risk assessment of the Group’s internal control systems.
Remuneration Committee
The Remuneration Committee comprised the Chairman, the Non-Executive Director and, by invitation, the Group CEO and the Company 
Secretary. It is responsible for recommending to the Board the contract terms, remuneration and other benefits for Executive Directors, including 
the performance related bonus scheme and participation in the Group’s long term share option schemes.
The Board has not delegated a Nomination Committee; the whole Board is involved in the appointment of any new director.
The Board does not currently undertake an evaluation of its own performance or that of its committees.
Accountability
The Board meets at least four times each year and has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring 
that it exercises control over appropriate strategic, financial, operational and compliance issues. At these meetings the Board reviews trading 
performance, ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports 
to shareholders. 
Internal controls
The Board has overall responsibility for the Group’s system of internal controls. However, such a system is designed to manage rather than 
eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material 
misstatement. In order to discharge that responsibility in a manner which ensures compliance with laws and regulations and promotes effective 
and efficient operations, the Directors have established an organisation structure with clear operating procedures, lines of responsibility and 
delegated authority. There is an established framework of internal controls set out and approved by the executive management. The more 
important elements of this framework are as follows:
Management structure
The Board has overall responsibility for the Group and each Executive Director has been given responsibility for specific aspects of the  
Group’s affairs.
Corporate accounting and procedures 
Responsibility levels are communicated throughout the Group as part of the corporate communication procedure. Accounting, delegation of 
authority and authorisation levels, segregation of duties and other control procedures, together with the general ethos of the Group are included in 
these communications, and standardised accounting policies are in place reflecting this policy.
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Quality and integrity of personnel
The integrity and competence of personnel is ensured through high recruitment standards and subsequent training courses. Quality personnel 
are seen as an essential part of the control environment and the ethical standards expected are communicated through senior members of staff.
Budgetary process 
Each year the Board approves the annual budget, which includes an assessment of key assumptions underlying it. Performance is monitored and 
relevant action taken throughout the year by monthly reporting to the Board of updated forecasts together with information on key risk areas.
Internal monitoring
The Audit Committee considers and determines relevant action in respect of any control issues raised by the Auditor. Given the size of the Group 
and the close day-to-day control exercised by the Executive Directors and senior management, no formal financial internal audit department 
is considered necessary. The Operations Director is responsible for maintaining registrations and quality related certifications and defining and 
agreeing the procedures, standards and practices to be followed in all non-financial aspects of the Group’s business.
Risk management
The Board formally reviews the risk register at least annually and the consideration of risks and in particular the identification of new risks is an 
agenda item at each Board meeting.
Relationship with Company Auditor
The Auditor ready access to the chairman of the Audit Committee and the Audit Committee meets at least annually with the Auditor without any 
member of the executive being present.
Remuneration
The objective of the Group’s remuneration policy is to attract, motivate, and retain high quality individuals who will contribute significantly to 
shareholder value. The Remuneration Committee decides on the remuneration of the Directors and other senior management, which comprises a 
basic salary, benefits, bonus scheme, share options and longer term incentive plan.
No Director is involved in deciding his or her own remuneration.
Relations with shareholders 
The Group seeks to maintain good communications with shareholders. The Executive Directors make presentations to institutional shareholders 
covering the interim and full year results. The Group despatches the Notice of Annual General Meetings (AGM), with an explanatory circular 
describing items of special business, at least 21 working days before the meeting. All shareholders have the opportunity formally or informally to 
ask questions at the Company’s AGM and the Chairman typically makes a statement on current trading conditions at that meeting. The chairman 
of the Audit and Remuneration Committees attends the AGM and will answer questions that may be relevant to the remit of those committees. At 
each AGM the Chairman advises shareholders of the proxy voting details on each of the resolutions, which are dealt with on a show of hands. In 
addition, webinars are made following certain announcements, giving shareholders and other interested parties the opportunity to interact with 
members of the Board.
Auditor
A resolution authorising the Directors to set the remuneration of the Auditor will be put to shareholders at the forthcoming AGM.
www.dillistonegroup.com
19
Financial Statements
Strategic Report
Governance
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Report to the Shareholders  
on Directors’ Remuneration
Remuneration policy
The objective of the Group’s remuneration policy is to attract, motivate, and retain high quality individuals who will contribute significantly to 
shareholder value. The Remuneration Committee decides on the remuneration of the Directors and other senior management, which comprises a 
basic salary, benefits, bonus scheme, share options and longer term incentive plan.
Service contracts
The Board’s policy is that service contracts of Executive Directors should provide for termination by the Group on one year’s notice. The service 
contracts of each of the current Executive Directors provide for such a period of notice.
The independent Non-Executive Director have letters of appointment providing fixed three-year service periods, which may be terminated by 
giving six months’ notice.
Non-Executive Directors’ remuneration
The fees for the Chairman and independent Non-Executive Director are determined by the Board. The Chairman and the Non-Executive Director 
are not involved in any discussions or decisions about their own remuneration.
The Chairman and independent Non-Executive Director do not receive bonuses or pension contributions and are not entitled to participate in 
any of the Group’s share schemes. They are entitled to be reimbursed the reasonable expenses incurred by them in carrying out their duties as 
Directors of the Company.
Executive Directors’ remuneration
The remuneration package of the Executive Directors includes the following elements:
Basic salary 
Salaries are normally reviewed annually taking into account inflation and salaries paid to directors of comparable companies. Pay reviews also take 
into account Group and personal performance. The Board as a whole decides the remuneration of the Chairman and the Non-Executive Director.
Performance related pay scheme
There are two performance related pay schemes for Executive Directors. The first is an annual bonus scheme which is based upon the 
achievement of certain profit and commercial targets for the Group, as appropriate. No bonus is payable to the Executive Directors in respect of 
2015 (2014: £22,000). 
The second scheme was introduced in 2011 and is a long term incentive plan linked to growth in earnings per share over a three year period. At 
the discretion of the Remuneration Committee, Executive Directors are either granted share options at the ruling mid-market price at the time of 
the grant or a pure cash bonus fixed as a percentage of salary. The awards are subject to meeting challenging EPS growth targets. Annual awards 
are made under this scheme. Where options are awarded, the value of the award is calculated using a Black Scholes model (see note 22 for 
further details). 
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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The awards made in the period are included below:
Directors’ remuneration (audited)
Details of the remuneration of the Directors for the financial year are set out below:
Salary*
and fees
 £’000
Annual 
bonus
 £’000
 Pension
payments**
 £’000
 Benefits
 £’000
2015
 £’000
2014
 £’000
Executive Directors 
J S Starr 96 – 28 – 124 125
R Howard 47 – 26 – 73 72
A D James 88 – 7 1 96 95
J P Pomeroy 85 – 10 – 95 96
A F Milne 84 – 1 2 87 89
Non-Executive Directors 
M D Love 33 – – – 33 33
G R Fearnley 12 – – – 12 12
445 – 72 3 520 522
* Salary sacrifice payments have been excluded 
** Includes salary sacrifice payments
Long term incentive payments made in the period are not included in the above figures but are detailed below:
LTIP award (not audited) – phantom options
number of 
phantom options
 granted in year 
Total value of all phantom 
option LTIP awards carried 
at 31 December 2015*
£’000
total value of all phantom 
option ltIP awards carried 
at 31 December 2014*
£’000
J S Starr – – 11
R Howard – – 9
A F Milne – – 6
– – 26
LTIP award (not audited) – % of salary arrangement
Maximum payout 
awarded in period 
£’000
Paid in the year 
including Employers nI
£’000
Total value of salary based 
LTIP awards carried 
at 31 December 2015*
£’000
total value of all salary 
based ltIP awards carried 
at 31 December 2014*
£’000
J S Starr 53 23 14 5
R Howard 30 21 5 –
A F Milne – 14 – –
83 58 19 5
*Awards accrued over the period that they relate to and the valuation takes into account the likelihood of performance conditions being met.
www.dillistonegroup.com
21
Financial Statements
Strategic Report
Governance
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LTIP Award (not audited) – share options
number of options granted 
under ltIP scheme in year
Total number of options 
granted under LTIP scheme 
at 31 December 2015
total number of options 
granted under ltIP scheme 
at 31 December 2014 
A D James 66,359 66,359 109,589
J P Pomeroy 66,071 66,071 111,233
A F Milne 63,188 63,188 –
195,618 195,618 220,822
The options granted in the year were at a price of 108.5p and carry the same performance conditions as the LTIP cash bonus awards. Of the 
options held at 31 December 2014, 73,975 options were exercised in the year at a grant price of 73p and the balance lapsed.
Directors’ interests
The interests of the Directors (including family interests) in the share capital of the Company at the year end are set out below:
Ordinary shares 
of 5 pence each 
at 31 December 2015
Ordinary shares 
of 5 pence each 
at 31 December 2014
J S Starr 3,577,591 3,564,959
R Howard 3,300,000 3,300,000
A D James 112,744 101,494
M D Love 989,754 703,254
G R Fearnley 453,435 453,435
A F Milne 59,109 59,109
J P Pomeroy 63,733 39,682
In addition, the following Directors had total share options including the options granted under the LTIP scheme above. 
Options over ordinary 
shares of 5 pence each 
at 31 December 2015
Options over ordinary 
shares of 5 pence each 
at 31 December 2014
A D James 66,359 109,589
J P Pomeroy 66,071 111,233
A F Milne 63,188 –
195,618 220,822
In the year Julie Pomeroy and Alex James exercised 37,263 and 36,712 options respectively at an exercise price of 73p. The mid-market share 
price at the date of exercise was 108.5p. Accordingly gains made by Julie Pomeroy and Alex James were £13,000 each. 
Report to the Shareholders  
on Directors’ Remuneration continued
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Directors’ Report
The Directors present their report and financial statements for the year ended 31 December 2015.
Results and dividends
The consolidated statement of comprehensive income for the year is set out on page 27.
An interim dividend of 1.35p per share was paid in June 2015. A final dividend of 2.75p per share will be paid, subject to shareholder approval, 
on 24 June 2016.
Directors
The following Directors have held office since 1 January 2015:
M D Love – Non-Executive Chairman 
J S Starr 
R Howard 
A D James 
J P Pomeroy
G R Fearnley – Non-Executive Director
A Milne 
The interests of the Directors (including family interests) in the share capital of the Company are listed on page 22.
Giles Fearnley and Julie Pomeroy are proposed for re-election at the forthcoming AGM. Julie Pomeroy has a service contract with a one year 
notice period. Mike Love has been a Non-Executive Director for nine years and therefore will offer himself for re-election annually.
Financial risk management
Details of the Group’s financial risk management is set out in the Strategic Report section.
Principal shareholders
As at the 23 April 2016 the Directors have been notified of the following shareholdings in excess of 3% of the Company’s issued share capital:
Ordinary 
shares of
 5 pence each Percentage
J S Starr 3,577,591 18.19%
R Howard 3,300,000 16.78%
Herald Investment Management 1,767,444 8.99%
Unicorn Asset Management 1,595,301 8.11%
J McLaughlin 1,511,122 7.68%
S McLaughlin 1,061,000 5.39%
M D Love 989,754 5.03%
CFS Independent 870,889 4.43%
Close Asset Management 729,799 3.71%
R Howells 650,000 3.30%
Directors’ and officers’ insurance
The Group maintains insurance cover for all Directors and officers of Group companies against liabilities which may be incurred by them while 
acting as Directors and officers.
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Annual General Meeting
The Company’s Annual General Meeting will be held at Voyager Software Limited, 12 Cedarwood, Crockford Lane, Chineham Park, Basingstoke 
RG24 8WD on 14 June 2016 at 10:30 am. The Notice convening the Annual General Meeting and an explanation of the business to be put to the 
meeting is contained in the separate document to shareholders which accompanies this report.
Auditor
Grant Thornton UK LLP was appointed as Auditor for the year ended 31 December 2015 and a resolution proposing their reappointment as 
Auditor to the Company will be put to the forthcoming Annual General Meeting.
Directors’ responsibilities
The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare 
the Company’s financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRSs”). 
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the 
state of affairs and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to:
•	 select suitable accounting policies and then apply them consistently;
•	 make judgements and accounting estimates that are reasonable and prudent;
•	 state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements;
•	 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and 
disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements 
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable 
steps for the prevention and detection of fraud and other irregularities.
The Directors confirm that so far as each Director is aware:
•	 there is no relevant audit information of which the Company’s Auditor is unaware; and
•	 the Directors have taken all steps that they ought to have taken as directors to make themselves aware of any relevant audit information and to 
establish that the Auditor is aware of that information.
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.
On behalf of the Board
J P Pomeroy
Company Secretary
26 April 2016
Directors’ Report continued
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Independent Auditor’s Report 26
Consolidated Statement of  
Comprehensive Income 27
Consolidated Statement of Changes in Equity 28
Company Statement of Changes in Equity 29
Consolidated and Company Statements  
of Financial Position 30
Consolidated Cash Flow Statement 31
Company Cash Flow Statement 32
Notes to the Financial Statements 33
Directors and Advisers IBC
Financial Statements
25
“The service from Voyager has been fantastic, each 
member of staff is always very accommodating. The 
trainer was always on hand to help throughout the project 
to help us set up Mid-Office. We got great response times 
on any issues. We plan to expand to double the staff 
within a year which will therefore double our back-office 
work load. Mid-Office will be the main support for this 
and will ensure our candidates are paid.”
Louise Clarke  
Office Manager, Foundation Personnel
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Independent Auditor’s Report
To the Members of Dillistone Group Plc for the year ended 31 December 2015
We have audited the financial statements of Dillistone Group Plc for the year ended 31 December 2015 which comprise the consolidated 
statement of comprehensive income, the consolidated and parent company statements of changes in equity, the consolidated and parent 
company statement of financial position, the consolidated and parent company cash flow statements and the related notes. The financial 
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as 
adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the 
Companies Act 2006.
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit 
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report 
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and 
the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors’ Responsibilities Statement, set out on page 24, the Directors are responsible for the preparation of the 
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial 
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply 
with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at  
www.frc.org.uk/auditscopeukprivate
Opinion on financial statements
In our opinion:
•	 the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2015 and 
of the group’s profit for the year then ended; 
•	 the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; 
•	 the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as 
applied in accordance with the provisions of the Companies Act 2006; and
•	 the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are 
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
•	 adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from 
branches not visited by us; or
•	 the parent company financial statements are not in agreement with the accounting records and returns; or
•	 certain disclosures of directors’ remuneration specified by law are not made; or
•	 we have not received all the information and explanations we require for our audit.
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
26 April 2016
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Consolidated Statement of  
Comprehensive Income
For the year ended 31 December 2015
note
2015
 £’000 
2014
 £’000 
Revenue 3 9,437 8,625
Cost of sales (1,313) (1,108)
Gross profit 8,124 7,517
Administrative expenses (7,016) (6,115)
Profits from operating activities 6 1,108 1,402
Adjusted operating profit before acquisition related items 2 1,424 1,820
Acquisition related items 5 (316) (418)
Operating profit 1,108 1,402
Financial income 8 5 6
Finance cost 8 (41) (103)
Profit before tax 1,072 1,305
Tax income/(expense) 9 140 (160)
Profit for the year 1,212 1,145
Other comprehensive income net of tax:
Items that will be reclassified subsequently to profit and loss
Currency translation differences (27) (8)
Total comprehensive income for the year net of tax 1,185 1,137
Earnings per share – from continuing activities
Basic 10 6.20p 6.18p
Diluted 10 6.00p 5.95p
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
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Consolidated Statement of  
Changes in Equity
For the year ended 31 December 2015
 Share 
 capital 
 £’000 
 Share 
 premium 
 £’000 
 Merger 
 reserve 
 £’000 
 Retained 
 earnings 
 £’000 
 Share 
 option 
 £’000 
 Foreign 
exchange 
 £’000 
 total 
 £’000 
Balance at 31 December 2013 914 498 365 3,076 121 136 5,110 
Comprehensive income
Profit for the year 
ended 31 December 2014 – – – 1,145 – – 1,145
Other comprehensive income
Exchange differences on translation 
of overseas operations – – – – – (8) (8)
Total comprehensive income – – – 1,145 – (8) 1,137 
Transactions with owners
Issue of share capital 55 934 – – – – 989
Share option charge – – – 16 (3) – 13 
Dividends paid – – – (723) – – (723) 
Total transactions with owners 55 934 – (707) (3) – 279
Balance at 31 December 2014 969 1,432 365 3,514 118 128 6,526 
Comprehensive income
Profit for the year 
ended 31 December 2015 – – – 1,212 – – 1,212
Other comprehensive income
Exchange differences on translation 
of overseas operations – – – – – (27) (27)
Total comprehensive income – – – 1,212 – (27) 1,185 
Transactions with owners
Issue of share capital 14 199 – – – – 213
Share option charges – – – 75 (47) – 28 
Dividends paid – – – (793) – – (793) 
Total transactions with owners 14 199 – (718) (47) – (552)
Balance at 31 December 2015 983 1,631 365 4,008 71 101 7,159
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
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Company Statement of Changes in Equity
For the year ended 31 December 2015
 Share 
 capital 
 £’000 
 Share 
 premium 
 £’000 
 Merger 
 reserve 
 £’000 
 Retained 
 earnings 
 £’000 
 Share 
 option 
 £’000 
 total 
 £’000 
Balance at 31 December 2013 914 498 365 1,174 121 3,072
Comprehensive income
Total comprehensive income for the year 
ended 31 December 2014 – – – 896 – 896 
Transactions with owners
Issue of share capital 55 934 – – – 989 
Share option charge – – – 16 (3) 13 
Dividends paid – – – (723) – (723) 
Total transactions with owners 55 934 – (707) (3) 279
Balance at 31 December 2014 969 1,432 365 1,363 118 4,247
Comprehensive income
Total comprehensive income for the year 
ended 31 December 2015 – – – 932 – 932 
Transactions with owners
Issue of share capital 14 199 – – – 213
Share option charge – – – 75 (47) 28 
Dividends paid – – – (793) – (793) 
Total transactions with owners 14 199 – (718) (47) (552)
Balance at 31 December 2015 983 1,631 365 1,577 71 4,627
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
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Consolidated and Company  
Statements of Financial Position
As at 31 December 2015
Group Company
note
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
ASSETS
Non-current assets
Goodwill 12 3,415 3,415 – –
Other intangible assets 13 6,163 6,317 – –
Property, plant and equipment 14 257 299 – –
Investments 15 – – 7,599 7,599
9,835 10,031 7,599 7,599
Current assets
Inventories 16 16 41 – –
Trade and other receivables 17 1,736 1,784 345 331
Cash and cash equivalents 1,595 1,929 59 387
3,347 3,754 404 718
Total assets 13,182 13,785 8,003 8,317
EQUITY AND LIABILITIES 
Equity attributable to owners of the parent
Share capital 20 983 969 983 969
Share premium 1,631 1,432 1,631 1,432
Merger reserve 365 365 365 365
Retained earnings 4,008 3,514 1,577 1,363
Share option reserve 22 71 118 71 118
Translation reserve 101 128 – –
Total equity 7,159 6,526 4,627 4,247
Liabilities
Non-current liabilities
Trade and other payables 18 428 666 428 666
Borrowings 19 158 325 158 325
Deferred tax liability 9 1,006 1,152 – –
Current liabilities
Trade and other payables 18 4,193 4,669 2,623 2,917
Borrowings 19 167 162 167 162
Current tax payable 71 285 – –
Total liabilities 6,023 7,259 3,376 4,070
Total liabilities and equity 13,182 13,785 8,003 8,317
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 26 April 2016. They were signed on its behalf by
J P Pomeroy
Director
Company Registration No. 4578125
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Consolidated Cash Flow Statement
As at 31 December 2015
2015
 £’000 
2015
 £’000 
2014
 £’000 
2014
 £’000 
Operating activities
Profit before tax 1,072 1,305
Less taxation paid (219) (122)
Adjustment for:
 Financial income (5) (6)
 Financial cost 41 103
 Depreciation and amortisation 1,240 868
 Share option expense 28 13
 Foreign exchange adjustments arising from operations (16) (3)
Operating cash flows before movement in working capital 2,141 2,158
Decrease/(increase) in receivables 278 (81)
Decrease in inventories 25 37
(Decrease)/increase in payables (307) 4
Net cash generated from operating activities 2,137 2,118
Investing activities
Interest received 5 6
Finance cost (13) (2)
Purchases of property, plant and equipment (84) (259)
Investment in development costs (961) (814)
Acquisition of subsidiaries net of cash acquired – (718)
Contingent and deferred consideration paid (666) (550)
Net cash used in investing activities (1,719) (2,337)
Financing activities
Net proceeds from issue of share capital 213 989
Bank loan received – 500
Bank loan repayments made (162) (13)
Dividends paid (793) (723)
Net cash (used in)/generated from financing activities (742) 753
Net (decrease)/increase in cash and cash equivalents (324) 534
Cash and cash equivalents at beginning of year 1,929 1,399
Effect of foreign exchange rate changes (10) (4)
Cash and cash equivalents at end of year 1,595 1,929
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
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Company Cash Flow Statement
2015
 £’000 
2015
 £’000 
2014
 £’000 
2014
 £’000 
Operating activities
Profit before tax 932 896
Less taxation paid – –
Adjustment for:
 Financial cost 41 103
 Share option expense 28 13
Operating cash flows before movements in working capital 1,001 1,012
(Increase)/decrease in receivables (14) 36
Increase/(decrease) in payables 106 123
Net cash generated from operating activities 1,093 1,171
Investing activities
Finance cost (13) (2)
Investment in acquisitions – (1,063)
Contingent and deferred consideration paid (666) (550)
Net cash used in investing activities (679) (1,615)
Financing activities
Net proceeds from issue of share capital 213 989
Bank loan received – 500
Bank loan repayments made (162) (13)
Dividends paid (793) (723)
Net cash (used in)/from financing activities (742) 753
Net (decrease)/increase in cash and cash equivalents (328) 309
Cash and cash equivalents at beginning of year 387 78
Cash and cash equivalents at end of year 59 387
The notes on pages 33 to 59 are an integral part of these consolidated financial statements.
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Notes to the Financial Statements
For the year ended 31 December 2015
Dillistone Group Plc (the “Company”) is a company incorporated in England and Wales. The financial statements are presented in thousand 
Pounds Sterling.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The parent company 
financial statements present information about the Company as a separate entity and not about its Group.
Both the Group financial statements and the Company financial statements have been prepared and approved by the Directors in accordance 
with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (“EU”), IFRIC Interpretations and the Companies 
Act 2006 applicable to companies reporting under IFRS. In publishing the Company financial statements here together with the Group financial 
statements, the Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income 
statement and related notes in these financial statements.
1. Accounting policies
1.1 Basis of accounting
The consolidated financial statements have been prepared using the significant accounting policies and measurement bases summarised below: 
Significant estimates
In the application of the Group’s accounting policies the Directors are required to make estimates and assumptions about the carrying amounts 
of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical 
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in 
which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both 
current and future periods. The key areas are summarised below:
Valuation of share based payments
The estimation of share based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs 
necessary for the valuation model chosen. The Group has made estimates as to the volatility of its own shares, the probable life of options granted, 
leaver rates and the time of exercise of those options. The model used by the Group is a Black Scholes valuation model. Further details are shown 
in note 22.
Impairment of goodwill and other intangible assets
There are a number of assumptions management have considered in performing impairment reviews of goodwill and intangible assets which 
include an estimate of the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate the 
recoverable amount. See notes 12 and 13.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position at their fair 
values. In measuring fair value, management uses estimates about future cash flows and discount rates. However, actual results may vary. Details 
of acquired assets and liabilities are given in note 23.
Contingent consideration
Where contingent consideration is payable in cash and discounting would have a material effect, management uses an appropriate discount 
rate. As the contingent consideration is dependent upon future trading performance, an estimate of the present value of the likely consideration 
payable is made at each reporting date. See note 23.
Judgements in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, management make various judgements that can significantly affect the amounts 
recognised in the financial statements. The critical judgements are considered to be the following:
Customers’ practical acceptance of licence software
As detailed in note 1.4, perpetual licence fee revenues are recognised on practical acceptance of the software. The Group uses the “live” date as 
the basis of determining the timing of customers’ practical acceptance, thereby reducing the judgement required to ascertain the timing of licence 
revenue recognition.
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Notes to the Financial Statements continued
For the year ended 31 December 2015
1. Accounting policies (continued)
Capitalisation of internal development expenditure
Management exercises judgement in establishing both the technical feasibility of completing an intangible asset which can be used internally 
or sold and the degree of certainty that a market exists for the asset, or its output, for the generation of future economic benefits. In addition, 
amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved. The assessment of these useful 
economic lives is made by projecting the economic life cycle of the asset which is subject to alteration as a result of product development and 
innovation. Amortisation rates are changed where economic lives are reassessed and technically obsolete items written off where necessary. The 
carrying value of capitalised development is reviewed for impairment at each accounting period end. See Note 13.
Valuation of assets and liabilities
Management has made a number of assumptions with regards to the models used to value assets and liabilities at the statement of financial 
position date. Valuation techniques commonly used by market practitioners are applied. In respect of the provision for bad and doubtful 
receivables and credit note provisions, management has made relevant judgements based on discussions with the account managers as regards 
the recoverability of trade receivables. 
Valuation of separately identifiable intangible assets
As detailed in note 1.7, separately identifiable intangible assets are identified and amortised over a defined period. The Directors use an 
acknowledged approach but this is reliant upon certain judgements, including the assumptions to be used in the capital asset pricing model, 
which they determine are reasonable by reference to companies in similar industries.
The accounting policies set out below have, unless otherwise stated, been applied consistently by the Group to all periods presented in these 
financial statements.
1.2 Going concern
The Group’s business activities and financial position, together with the factors likely to affect its future development, performance and position, 
are set out in the CEO’s Review and Financial Review on pages 7 to 13. In addition, note 24 to the financial statements includes the Company’s 
objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its 
exposures to credit risk and liquidity risk. The Group prepare budgets and cash flow forecasts to ensure that the Group can meet its liabilities as 
they fall due.
The Group has considerable financial resources together with well established relationships with a number of customers and suppliers across 
different geographic areas. In addition a substantial proportion of its revenue is recurring.
As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain 
economic outlook.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable 
future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. 
1.3 Basis of consolidation
The Group financial statements consolidate those of the parent company and all of its subsidiaries as of 31 December 2015. The parent controls 
a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns 
through its power over the subsidiary. All subsidiaries have a reporting date of 31 December.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions 
between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested 
for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to 
ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are recognised from the effective date of 
acquisition, or up to the effective date of disposal, as applicable.
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1. Accounting policies (continued)
1.4 Revenue
General
Revenue is the fair value of the total amount receivable by the Group for supplies of products and services which are provided in the normal 
course of business. VAT or similar local taxes and trade discounts are excluded.
Licensing (excluding SaaS)
The Group licenses software under licence agreements. Perpetual licence fee revenues are recognised on practical acceptance of the software, 
when all obligations have been substantially completed. This is when the customer has accepted the product, the risks and rewards of ownership 
have been transferred, it is probable that the economic benefits of the transaction will flow to the Group, all costs and revenue in relation to the 
transaction can reliably be measured and the Group has no further managerial involvement over the goods to the degree usually associated with 
ownership. To the extent that payments have been received in advance for licences, where practical acceptance has not yet been reached, these 
amounts are recognised as deferred income.
Professional services
The Group provides professional services which include installation, consulting, data translation and training. Such revenues are recognised 
as the services are completed or, where they are part of the sale and installation of software, they are typically recognised when the obligations 
under the contract are complete. To the extent that payments have been received in advance for such services these amounts are recognised as 
deferred income. 
Product support, hosting and software as a service (SaaS)
Revenues from support, hosting or SaaS agreements are recognised over the period to which they relate but only after practical acceptance of 
the software, as defined above, has been received. Where revenue is invoiced in advance for such services, the amount in advance is included in 
deferred revenue and released over the period to which the service relates. 
Third party revenues
The Group sells, predominantly as principal, software developed by other organisations together with services that are bought in from third parties. 
Sales of third party software are recognised in the period in which the sale occurs. Services are recognised in the period in which they  
are provided. 
Tokens
The Group sells tokens to access certain services within the business. Tokens are normally bought in bundles and can be used over time. Tokens 
currently do not have a fixed expiry period. Revenue is only recognised on use.
1.5 Share based payments
The Company operates a share based payment scheme. 
It is an equity settled share based compensation plan (share options) for remuneration of its employees. It can also be used in conjunction with a 
long term incentive plan for executives.
All employee services received in exchange for the grant of any share based compensation are measured at their fair values. These are indirectly 
determined by reference to the share option awarded. Their value is appraised at the grant date and excludes the impact of any non-market 
vesting conditions (e.g. profitability or sales growth targets). 
All equity settled share based compensation is ultimately recognised as an expense in the profit or loss with a corresponding credit to share 
based payment reserve, net of deferred tax where applicable. If vesting periods or other vesting conditions apply, the expense is allocated over 
the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are 
included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is 
any indication that the number of share options expected to vest differs from previous estimates. No adjustment to expenses recognised in prior 
periods is made if fewer share options ultimately are exercised than originally estimated.
Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the nominal value of the shares 
issued are reallocated to share capital with any excess being recorded as additional share premium.
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Notes to the Financial Statements continued
For the year ended 31 December 2015
1. Accounting policies (continued)
1.6 Long term incentive plan – capped cash bonus
The LTIP awards can be share based or cash based. The cash awards are based on a capped cash bonus with performance conditions related to 
the growth in earnings per share of the Group. These awards automatically mature following the publication of the Annual Report of the Company, 
three years after the period to which the grant relates. The liability is accrued and recognised through the income statement.
1.7 Business combinations
The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control 
of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued 
by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are 
expensed as incurred.
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been 
previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally 
measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the 
excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) 
acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair 
values of identifiable net assets exceed the sum calculated above, the excess amount (ie gain on a bargain purchase) is recognised in profit or 
loss immediately. 
Where contingent consideration relates to the results spread over different accounting periods, the fair value of such consideration is recalculated 
at each year end and any adjustment is recognised in profit or loss immediately.
1.8 Adjusted operating profit
Adjusted operating profit excludes acquisition costs and related intangible amortisation and movements in deferred consideration and other one 
off costs which can include, as an example, buying out onerous contracts acquired through an acquisition.
1.9 Impairment testing of goodwill, other intangible assets and property, plant and equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash 
generating units). As a result, some assets are tested individually for impairment and some are tested at cash generating unit level. Goodwill 
is allocated to those cash generating units that are expected to benefit from synergies of the related business combination and represent the 
lowest level within the Group at which management monitors goodwill. Cash generating units to which goodwill has been allocated are tested 
for impairment at least annually. All other individual assets or cash generating units are tested for impairment whenever events or changes in 
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carrying amount exceeds its recoverable amount, 
which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash 
flows from each cash generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The 
data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the 
effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash generating unit and reflect 
management’s assessment of respective risk profiles, such as market and asset-specific risk factors. Impairment losses for cash generating units 
reduce first the carrying amount of any goodwill allocated to that cash generating unit. Any remaining impairment loss is charged pro rata to the 
other assets in the cash generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment 
loss previously recognised may no longer exist. An impairment charge is reversed if the cash generating unit’s recoverable amount exceeds its 
carrying amount.
1.10 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief 
operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified 
as the Board of Directors.
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1. Accounting policies (continued)
1.11 Intangible assets
Internal development costs
Costs incurred on product development relating to the design and development of new or enhanced products are capitalised as intangible assets 
when it is reasonably certain that the development will provide economic benefits, considering its commercial and technological feasibility and 
the resources available for the completion and marketing of the development, and where the costs can be measured reliably. The expenditures 
capitalised are the direct labour costs and subcontracted costs, which are managed and controlled centrally. Product development costs 
previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised product development expenditure for versions of the Group’s FileFinder product (up to version 9) and for expenditure on subsequent 
enhancements and releases to FileFinder 10 is amortised over its useful life. Previously, this was estimated to be three years, with amortisation 
commencing the year following the costs being incurred. Following a review across the Group, management now considers the useful economic 
life of such development expenditure to be five years, with amortisation commencing in the month of costs being incurred. Maintenance costs  
are expensed.
Capitalised product development expenditure for the Company’s FileFinder version 10 and the browser version of FileFinder up to their launch are 
considered to be platform technology and are therefore amortised over their useful life of ten years or to 30 June 2021, whichever is the shorter 
period.
Capitalised product development expenditure is subject to regular impairment reviews and is stated at cost less any accumulated impairment 
losses. Any impairment taken during the year is shown under administrative expenses on the statement of comprehensive income. Development 
costs that do not meet the requirements for capitalisation are written off to profit and loss as incurred.
Purchased software
Software acquired externally is capitalised when it is expected to have ongoing use within the business. Capitalised expenditure includes both the 
purchase price and any costs directly associated with bringing the software into use. Amortisation is charged over the useful economic life of the 
software, typically three to five years, beginning when it is capable of being used by the business.
Acquired as part of a business combination
In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have a cost to the Group 
of its fair value at the acquisition date. The fair value of the intangible asset reflects market expectations about the probability that the future 
economic benefits embodied in the asset will flow to the Group. Where an intangible asset might be separable, but only together with a related 
tangible or intangible asset, the Group of assets is recognised as a single asset separately from goodwill where the individual fair values of the 
assets in the Group are not reliably measurable. Where the individual fair values of the complementary assets are reliably measurable, the Group 
recognises them as a single asset provided the individual assets have similar useful lives.
Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. 
Amortisation is provided to write off the cost of each intangible asset over its useful economic life as follows:
Estimated life
Intangible assets:
Brand
Brand and IP
15 years
15 years
Developed technology 6–11.25 years
Contractual customer relationships 1.25 years
Non-contractual customer relationships 10–10.25 years
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Notes to the Financial Statements continued
For the year ended 31 December 2015
1. Accounting policies (continued)
1.12 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation on these assets is provided at rates estimated to 
write off the cost, less estimated residual value, of each asset over its expected useful life as follows:
Leasehold land and buildings the lower of 5 years or the remaining lease period
Office and computer equipment 3–5 years straight line
Fixtures, fittings and equipment 4 years straight line
1.13 Financial assets
The Group classifies its financial assets under the definitions provided in International Accounting Standard 39 (IAS 39) Financial Instruments: 
Recognition and Measurement, depending on the purpose for which the financial assets were acquired. Management determines the 
classification of its financial assets at initial recognition. Management considers that the Group’s financial assets fall under the “loans and 
receivables” category.
Loans and receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an active market. They are 
included in current assets, except for maturities greater than 12 months after the statement of financial position date, which are classified as non-
current assets. The Group’s loans and receivables comprise trade receivables, intercompany trading balances (in relation to Company accounts), 
and cash and cash equivalents.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less 
any provision for impairment. Receivables are considered for impairment when they are past due or when other objective evidence is received 
that a specific counterparty may default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups. 
The impairment loss estimate is then based on recent historical counterparty default rates and current economic conditions. 
Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all 
of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each statement of financial 
position date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired.
1.14 Financial liabilities
The Group classifies its financial liabilities under the definitions provided in IAS 39, either as financial liabilities at fair value through profit or loss, 
or financial liabilities measured at amortised cost. Management considers that the Group’s financial liabilities fall under the “financial liabilities 
measured at amortised cost” category, other than contingent consideration which is measured at fair value and movements in fair value are 
recognised in the profit or loss. The Group’s “financial liabilities measured at amortised cost” comprise trade payables, intercompany trading 
balances (in relation to Company accounts), bank loans and accruals.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
1.15 Investments
Investments in subsidiary companies are included at cost in the accounts of the Company less any amount written off in respect of any 
impairment in value.
1.16 Leases
Finance leases are recognised as being those that transfer substantially all the risks and rewards of ownership. Assets held under finance 
leases are capitalised and the outstanding future lease obligations are shown in payables at the present value of the lease payments. They are 
depreciated over the term of the lease or their useful economic lives, whichever is the shorter. The interest element (finance charge) of lease 
payments is charged to profit or loss over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to profit or loss in the period in which they are 
incurred on a straight-line basis over the lease term. The Group does not act as a lessor.
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1. Accounting policies (continued)
1.17 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all directly attributable expenses. Costs of ordinarily 
interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary 
course of business less any applicable selling expenses.
1.18 Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original 
maturities of three months or less and which are subject to an insignificant risk of changes in value.
1.19 Equity
Equity comprises the following:
•	 “Share capital” represents the nominal value of equity shares.
•	 “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the 
share issue.
•	 “Merger reserve” is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new 
shares by the Company, thereby attracting merger relief under the Companies Act 2006.
•	 “Share option reserve” represents equity settled share based employee and non-employee remuneration until such share options are 
exercised.
•	 “Retained earnings” represents retained profits and losses.
•	 “Translation reserve” represents translation differences arising on the consolidation of investments in overseas subsidiaries.
1.20 Foreign currency translation
The consolidated financial statements are presented in Sterling, which is also the functional currency of the parent company.
Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the statement of 
financial position date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to 
profit and loss.
On consolidation, the assets and liabilities of the Group’s overseas subsidiaries are translated from their functional currency to Sterling at 
exchange rates prevailing on the statement of financial position date. Income and expenses have been translated from their functional currency 
into Sterling at the average rate for each month over the reporting period. Exchange differences are charged/credited to other comprehensive 
income and recognised in the currency translation reserve in equity.
1.21 Income taxes
Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in which the Group carries out its 
operations. They are calculated according to the tax rates and tax laws applicable to the fiscal period and the country to which they relate. Tax 
expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly 
in equity. 
Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amount 
of assets and liabilities in the consolidated financial statements with their respective tax bases. However, deferred tax is not provided on the initial 
recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or 
accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries is not provided if reversal of these temporary 
differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that future taxable profits 
will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are calculated at tax rates that are 
expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the statement of financial position 
date. Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or 
directly in equity.
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Notes to the Financial Statements continued
For the year ended 31 December 2015
1. Accounting policies (continued)
1.22 Defined contribution pension scheme
The pension costs charged in profit or loss represent the contributions payable by the Group during the year.
1.23 New accounting standards
The following relevant new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year 
beginning on 1 January 2015, as adopted by the European Union, and have not been early adopted. These standards and interpretations are not 
expected to have any significant impact on the financial statements when applied.
Standard Key requirements
Effective date as 
adopted by the EU
Amendments to IAS 16 and IAS 38  Clarifies acceptable methods of depreciation and amortisation. 1 January 2016
Amendments to IAS 1  Disclosure amendments 1 January 2016
Amendments to IFRS 5 Non-current assets held for sale and discontinued operations 1 January 2016
Amendments to IFRS 7 Disclosure amendments 1 January 2016
The following standards have been issued by the IASB but have not yet been adopted by the EU:
Standard Key requirements
Effective date as 
adopted by the EU
IFRS 9 Financial Instruments 1 January 2018
IFRS 15 Revenue from contracts with customers 1 January 2018
IFRS 16 Leases 1 January 2019
2. Reconciliation of adjusted operating profits  
to consolidated statement of comprehensive income 
note 
Adjusted
operating
profits
2015
 £’000 
Acquisition
related
items
2015
 £’000 
2015
 £’000 
Adjusted
operating
profits
2014
 £’000 
Acquisition
related
items
2014
 £’000 
2014
 £’000 
Revenue 9,437 – 9,437 8,625 – 8,625
Cost of sales (1,313) – (1,313) (1,108) – (1,108)
Gross profit 8,124 – 8,124 7,517 – 7,517
Administrative expenses (6,700) (316) (7,016) (5,697) (418) (6,115)
Results from operating activities 1,424 (316) 1,108 1,820 (418) 1,402
Financial income 5 – 5 6 – 6
Financial cost (13) (28) (41) (2) (101) (103)
Profit before tax 1,416 (344) 1,072 1,824 (519) 1,305
Tax income/(expense) 3 137 140 (240) 80 (160)
Profit for the year 1,419 (207) 1,212 1,584 (439) 1,145
Other comprehensive income net of 
tax:
Currency translation differences (27) – (27) (8) – (8)
Total comprehensive income for the 
year net of tax 1,392 (207) 1,185 1,576 (439) 1,137
Earnings per share – from continuing activities
Basic 10 7.26p 6.20p 8.56p 6.18p
Diluted 10 7.02p 6.00p 8.23p 5.95p
* See accounts note 5
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3. Segment reporting
The Board principally monitors the Group’s operations in terms of results of the two divisions, Dillistone Systems and Voyager Software. Segment 
results reflect management charges made or received. 
Divisional segments
For the year ended 31 December 2015
Dillistone
£’000
Voyager
£’000
Inter-divisional 
revenue
£’000
Central
£’000
Total
£’000
Segment revenue 4,620 4,831 (14) – 9,437
Segment EBITDA 1,425 956 (96) 2,285
Depreciation and amortisation expense (534) (327) – (861)
Segment result 891 629 (96) 1,424
Acquisition related amortisation – – (379) (379)
Acquisition related income – – 63 63
Operating profit/(loss) 891 629 (412) 1,108
Financial income 4 1 – 5
Loan interest (13) (13)
Acquisition related interest expenses (28) (28)
Profit before tax 1,072
Income tax expense 140
Profit after tax 1,212
Additions of non-current assets 556 489 – 1,045
For the year ended 31 December 2014
Dillistone
£’000
Voyager
£’000
Inter-divisional 
revenue
£’000
Central
£’000
total
£’000
Segment revenue 4,557 4,068 – – 8,625
Segment EBITDA 1,597 802 3 2,402
Depreciation and amortisation expense (429) (153) – (582)
Segment result 1,168 649 3 1,820
Acquisition related amortisation – – (286) (286)
Acquisition related charges – – (132) (132)
Operating profit/(loss) 1,168 649 (415) 1,402
Financial income 5 1 – 6
Loan interest (2) (2)
Acquisition related interest expenses (101) (101)
Profit before tax 1,305
Income tax expense (160)
Profit after tax 1,145
Additions of non-current assets 720 353 – 1,073
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Notes to the Financial Statements continued
For the year ended 31 December 2015
3. Segment reporting (continued)
Products and services
The following table provides an analysis of the Group’s revenue by products and services:
Revenue
2015
 £’000 
2014
 £’000 
Recurring income 6,606 5,929
Non-recurring income 2,333 2,285
Third party revenues 498 411
9,437 8,625
Recurring income includes all support services, SaaS and hosting income. Non-recurring income includes sales of new licenses, and income 
derived from installing those licenses including training, installation, and data translation. Third party revenues arise from the sale of third  
party software.
It is not possible to allocate assets and additions between recurring, non-recurring income and third party revenue. 
No customer represented more than 10% of revenue of the Group.
4 Geographical analysis
The following table provides an analysis of the Group’s revenue by geographic market.
The Board does not review the business from a geographical performance viewpoint and this analysis is provided for information only.
Revenue
2015
 £’000 
2014
 £’000 
UK 7,642 6,859
US 1,381 1,198
Australia 414 568
9,437 8,625
Non-current assets by geographical location
2015
 £’000 
2014
 £’000 
UK 9,829 10,025
US 4 4
Australia 2 2
9,835 10,031
5. Acquisition related items
2015
 £’000 
2014
 £’000 
Included within administrative expenses:
 Estimated change in fair value of contingent consideration (note 23) (63) (9)
 Amortisation of acquisition intangibles 379 286
 Fees relating to acquisitions – 141
316 418
Included within finance cost:
 Unwinding of discount on contingent consideration (note 8) 28 101
344 519
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6. Profits from operating activities
2015
 £’000 
2014
 £’000 
Profits from operating activities is stated after charging:
 Depreciation 126 94
 Amortisation 1,115 773
 Gain/(loss) on foreign exchange transactions 5 3
 Operating lease rentals 293 255
 Money purchase pension contributions 265 179
Fees receivable by the Group Auditor:
 Audit of financial statements 43 24
Other services:
 Audit of accounts of subsidiary of the Company 50 50
 Other services relating to taxation 30 61
 All other services 25 45
7. Employees
The average number of employees was:
2015 2014 
Operations 111 96
Management 9 7
Employee numbers 120 103
Their aggregate remuneration comprised:
2015
 £’000 
2014
 £’000 
Wages and salaries 4,656 4,089
Social security costs 496 437
Pension costs 265 179
Share based payments 15 12
LTIP share based 44 (45)
LTIP non share based 15 (40)
5,491 4,632
The aggregate remuneration includes salary cost and Directors’ remuneration totalling £924,000 (2014: £792,000) that have been capitalised in 
intangible assets. 
Key management of the Group are the Directors and the divisional directors of Dillistone Systems and Voyager Software. Remuneration of key 
management was as follows:
2015
 £’000 
2014
 £’000 
Wages and salaries and benefits 681 662
Social security costs 88 74
Pension costs 89 51
Share based payments charged 1 10
LTIP share based 44 (59)
LTIP non share based 15 (40)
918 698
Details of Directors’ emoluments, share options and pension entitlements are given in the Report to the Shareholders on Directors’ Remuneration 
on pages 20 to 22.
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Notes to the Financial Statements continued
For the year ended 31 December 2015
8. Financial income
2015
 £’000 
2014
 £’000 
Interest receivable 5 6
Finance cost on bank loan (13) (2)
Unwinding of discount on contingent consideration (28) (101)
(36) (97)
9. Tax (income)/expense
2015
 £’000 
2014
 £’000 
Current tax 191 353
Prior year adjustment – current tax (185) (153)
Deferred tax (25) 31
Prior year adjustment – deferred tax 16 9
Deferred tax re acquisition intangibles (137) (80)
Tax (income)/expense for the year (140) 160
Factors affecting the tax charge for the year
Profit before tax 1,072 1,305
UK rate of taxation 20.25% 21.5%
Profit before tax multiplied by the UK rate of taxation 217 281
Effects of:
 Overseas tax rates 46 84
 Impact of deferred tax not provided (7) –
 Enhanced R&D relief (131) (99)
 Disallowed expenses 14 75
 Rate change impact on deferred tax (110) (37)
 Prior year adjustments (169) (144)
Tax (income)/expense (140) 160
Deferred tax provided in the financial statements is as follows:
Group Company
2015
 £’000 
Movement
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Accelerated intangible amortisation 467 (6) 473 – –
Provisions (10) (3) (7) – –
Acquisition intangibles 549 (137) 686 – –
1,006 (146) 1,152 – –
The UK corporation tax rate in the year fell from 21% to 20% giving an effective rate for the year of 20.25%. Deferred tax is provided in relation 
to the UK at 18%. The tax credit is impacted by the higher rates of corporation tax payable in the US and Australia offset by the R&D tax credits 
available to both Dillistone Systems division and Voyager Software division and the reduction in the long term rate of corporation tax to 18% which 
has been used in the calculation of deferred tax. The release of prior year provisions relate in part to the agreement of the prior years’ tax positions 
of UK companies. The Group has gross tax losses and temporary timing differences of £492,000 (2014: £292,000) for which no deferred tax 
asset has been recognised.
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10. Earnings per share
2015
 Using adjusted 
operating 
profit 2015 
2014
 using adjusted 
operating
profit 2014 
Profit attributable to ordinary shareholders £1,419,000 £1,212,000 £1,584,000 £1,145,000
Weighted average number of shares 19,547,754 19,547,754 18,512,594 18,512,594
Basic earnings per share 7.26 pence 6.20 pence 8.56 pence 6.18 pence
Weighted average number of shares after dilution 20,209,339 20,209,339 19,243,357 19,243,357
Fully diluted earnings per share 7.02 pence 6.00 pence 8.23 pence 5.95 pence
Reconciliation of basic to diluted average number of shares 2015 2014
Weighted average number of shares (basic) 19,547,754 18,512,594
Effect of dilutive potential ordinary shares – employee share plans 661,585 730,763
Weighted average number of shares after dilution 20,209,339 19,243,357
11. Profit for the financial year
As permitted by section 408 of the Companies Act 2006, the parent company’s profit and loss account has not been included in these financial 
statements. The profit for the financial year for the parent company was £932,000 (2014: £896,000).
12. Goodwill
Group
Goodwill
 £’000 
Cost
At 1 January 2014 2,745
Additions 670
At 31 December 2014 3,415
Additions –
At 31 December 2015 3,415
Carrying amount
At 31 December 2015 3,415
At 31 December 2014 3,415
The Group has reviewed the cash generating units (“CGU”) within the business. Previously each entity was treated as a CGU and this did not take 
fully into account the dependency of cash flows generated from specific assets. Accordingly the current view is that the CGUs are:
•	 Dillistone Systems division
•	 Voyager and FCP 
•	 ISV
At the year end date an impairment test has been undertaken by comparing the carrying values of goodwill with the recoverable amount of the 
cash generating unit (“CGU”) to which the goodwill has been allocated. The recoverable amount of the cash generating unit is based on value-
in-use calculations. These calculations use cash flow projections covering a three year period based on financial budgets and a calculation of the 
terminal value, for the period following these formal projections.
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Notes to the Financial Statements continued
For the year ended 31 December 2015
12. Goodwill (continued)
The key assumptions used for value-in-use calculations are those regarding growth rates, increases in costs and discount rates. The discount rate 
is reviewed annually to take into account the current market assessment of the time value of money and the risks specific to the cash generating 
units and rates used by comparable companies. The pre-tax discount rate used to calculate value-in-use is in a range of 12% to 19.4% (2014: 
12% to 19.4%). Growth rates for forecasts take into account historic experience and current market trends. Costs are reviewed and increased for 
inflation and other cost pressures. The long term growth rate used for the terminal value calculation is in the range of 1.75% to 2% (2014: 2%) for 
all CGUs. The allocation of goodwill across the CGUs is as follows:
Opening
£’000
Addition
£’000
Impairment
£’000
Closing
£’000
Dillistone division 494 – – 494
Voyager and FCP consolidated 2,251 – – 2,251
ISV 670 – – 670
3,415 – – 3,415
Sensitivities
To reduce the headroom in the impairment calculation to £nil for the Voyager and FCP consolidated goodwill would require a reduction of terminal 
growth rate to 0% and an increase in the discount rate to over 50%. Alternatively, cash flows would need to fall by over 60%. For ISV cash flows 
would need to fall by over 75% to reduce the headroom to £nil. No meaningful sensitivity for the Dillistone goodwill reduces the headroom to £nil. 
13. Other intangible assets
Group
Development 
costs
£’000
Purchased 
software
£000
Acquisition 
intangibles
£’000
Total
£’000
Cost
At 1 January 2014 3,815 – 2,729 6,544
Additions through acquisition at fair value – – 1,443 1,443
Additions 814 – – 814
At 31 December 2014 4,629 – 4,172 8,801
Additions 936 25 – 961
At 31 December 2015 5,565 25 4,172 9,762
Amortisation
At 1 January 2014 1,255 – 456 1,711
Charge for the year 487 – 286 773
At 31 December 2014 1,742 – 742 2,484
Charge for the year 736 – 379 1,115
At 31 December 2015 2,478 – 1,121 3,599
Carrying amount
At 31 December 2015 3,087 25 3,051 6,163
At 31 December 2014 2,887 – 3,430 6,317
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13. Other intangible assets (continued)
Acquisition intangibles can be summarised as follows
Brand
£’000
Developed 
technology
£’000
Brand 
and IP
£’000
Contractual 
and non-
contractual 
relationship
£’000
Total
£’000
NBV
At 1 January 2015 152 335 604 2,339 3,430
Additions – – – – –
Amortisation (13) (53) (41) (272) (379)
At 31 December 2015 139 282 563 2,067 3,051
Intangible assets under development are reviewed each reporting period for impairment prior to amortisation. Forecasts of future revenue are 
prepared and these are discounted and compared to the carrying value. Sensitivities are carried out including applying differing growth and 
attrition rates as well as alternative discounts rates.
14. Property, plant and equipment
Group
Land and 
buildings
£’000
Office and 
computer 
equipment
£’000
Fixtures 
and fittings
£’000
Motor 
vehicles
£’000
Total
£’000
Cost
At 1 January 2014 166 603 139 – 908
Currency impact – 2 2 – 4
Additions 185 66 8 – 259
Additions by acquisition – 4 1 2 7
Disposals (166) – – – (166)
At 31 December 2014 185 675 150 2 1,012
Currency impact – 1 1 – 2
Additions 1 82 1 – 84
Disposals – – – (2) (2)
At 31 December 2015 186 758 152 – 1,096
Depreciation
At 1 January 2014 165 484 132 – 781
Currency impact – 2 2 – 4
Charge for the year 7 83 3 1 94
Eliminated on disposal (166) – – – (166)
At 31 December 2014 6 569 137 1 713
Currency impact – 1 1 – 2
Charge for year 38 82 5 1 126
Eliminated on disposal – – – (2) (2)
At 31 December 2015 44 652 143 – 839
Carrying amount
At 31 December 2015 142 106 9 – 257
At 31 December 2014 179 106 13 1 299
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Notes to the Financial Statements continued
For the year ended 31 December 2015
15. Non-current asset investments
Company
Cost
Investments 
in subsidiaries 
£’000
At 1 January 2014 5,675
Additions 1,924
At 31 December 2014 7,599
Additions –
At 31 December 2015 7,599
The Company has the following subsidiary undertakings:
Name Principal activity
Holding of 
ordinary shares Registered
Dillistone Systems Limited Sale of computer software and 
related support services
100% England & Wales
Dillistone Systems (Australia) Pty Limited Sale of computer software and 
related support services
100% 
(indirect)
Australia
Dillistone Systems (US) Inc Sale of computer software and 
related support services
100% USA
FCP Internet Limited Provision of software services and 
related consultancy services
100% England & Wales
FCP Internet Holdings Limited Intermediate holding company 100% England & Wales
ISV Software Limited Provision of software services and 
related consultancy services
100% England & Wales
Woodcote Software Limited Dormant company 100% England & Wales
Voyager Software Limited Sale of computer software and 
related support services
100% England & Wales
Voyager Software (Australia) Pty Limited Sale of computer software and 
related support services
100% 
(indirect)
Australia
16. Inventories
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Licences for resale 16 41 –  – 
17. Trade and other receivables
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Trade receivables 1,512 1,531 – –
Group receivables – – 333 318
Other current assets 37 47 – –
Prepayments and accrued income 187 206 12 13
1,736 1,784 345 331
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17. Trade and other receivables (continued)
The carrying value of trade receivables is considered a reasonable approximation of fair value. All of the receivables have been reviewed for 
indicators of impairment. The movement in the provision is shown below:
2015
 £’000 
2014
 £’000 
At start of year 63 90
Movement in the year 25 (27)
At the year end 88 63
The ageing profile of trade receivables as at the year end is as follows: 
2015
 £’000 
2014
 £’000 
Current
Past due date: 1,284 1,317
 31–60 days overdue 82 88
 More than 60 days overdue 146 126
Total 1,512 1,531
18. Trade and other payables
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Current liabilities
Trade and other payables 665 594 64 42
Group payables – – 2,231 1,971
Deferred income 2,670 2,711 – –
Accruals 651 857 121 397
Contingent consideration 207 507 207 507
4,193 4,669 2,623 2,917
Non-current liabilities
Contingent consideration 413 666 413 666
Cash settled LTIP 15 – 15 –
428 666 428 666
Contingent consideration is valued at fair value. The total amounts included are as follows: 
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
In current liabilities 207 507 207 507
In non-current liabilities 413 666 413 666
620 1,173 620 1,173
Further details of the contingent consideration are given in note 23.
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Notes to the Financial Statements continued
For the year ended 31 December 2015
19. Borrowings
Borrowings at amortised cost
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Current bank borrowings 167 162 167 162
Non current bank borrowings 158 325 158 325
Total bank borrowings 325 487 325 487
The Directors consider that the fair value of borrowings approximates to the carrying value.
The borrowings consist of a bank loan repayable over three years from HSBC Bank plc secured by a fixed and floating charge over the assets 
of the Group and is supported by a cross guarantee between the Company and the Group’s principal subsidiaries. The loan was to provide part 
funding for the acquisition of ISV. The loan carries interest at 2.75% over UK base rate. 
The loan includes an option for early repayment at any time during the three year period. An early repayment fee of 1% of the amount prepaid 
must be made if the option is exercised. Management have reviewed the term of the prepayment option and deemed it to be closely related to the 
underlying debt instrument and hence it has not been separated from the host instrument.
The carrying amount of the bank borrowings is considered to be a reasonable approximation of the fair value of the debt.
20. Share capital
2015
 £’000 
2014
 £’000 
Allotted, called up and fully paid
Ordinary shares of 5 pence each 983 969
Share options totalling 280,475 were exercised by employees in the period at a weighted average exercise price of 75.95p.
Shares issued and fully paid 
2015
 £’000 
2014
 £’000 
Beginning of the year 19,387,546 18,275,120
Shares issued on placing – 1,052,632
Shares issued on exercise of options 280,475 59,794
Shares issued and fully paid 19,668,021 19,387,546
21. Operating lease arrangements
The Group leases offices under non-cancellable operating lease agreements.
At 31 December 2015, the Group had future total commitments under non-cancellable operating leases as follows:
2015
 £’000 
2014
 £’000 
Commitments payable: 731 709
 Within one year 233 256
 Between two and five years 498 453
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22. Share options
Share based payments
There are two share option schemes in operation: an Enterprise Management Incentive Scheme (the “EMI Scheme”) which complies with 
the requirements of HMRC and a scheme which has not been approved by HMRC (the “Unapproved Scheme”). The terms and conditions of 
both schemes are the same. If the options remain unexercised after a period of ten years from the date of grant, the options expire. Options are 
normally forfeited if the employee leaves the Company before the options become available to exercise, which would normally be three years after 
grant. Performance conditions are associated with the options granted on 29 May 2012 and 14 July 2015.
There were two grants of options in 2015. The weighted average share price of all grants in 2015 was 105.61p. The fair values of the services 
received in exchange for share based payments were calculated using a Black Scholes pricing model. The inputs into the model were as follows:
Date of grant
number 
granted
Share 
price on 
issue date
Exercise 
price
Expected 
volatility
Vesting 
period
leaver rate 
over vesting 
period
Risk-free 
rate
Expected 
dividend 
yield
3 Feb 2015 58,500 90.50p 90.50p 30% 3.3 years 10% 1.00% 4.0%
14 July 2015 306,257 108.50p 108.50p 30% 3.3 years 0% 1.00% 4.0%
Expected volatility takes into account historic volatility of the share price and its current trend.
There was one grant of options in 2014. The weighted average share price of all grants in 2014 was 97p. The fair values of the services received 
in exchange for share based payments were calculated using a Black Scholes pricing model. The inputs into the model were as follows:
Date of grant
number 
granted
Share 
price on 
issue date
Exercise 
price
Expected 
volatility
Vesting 
period
leaver rate 
over vesting 
period
Risk-free 
rate
Expected 
dividend 
yield
8 Dec 2014 245,000 97.00p 97.00p 30% 3.3 years 10% 1.00% 4.0%
Details of the number of share options and the weighted average exercise price (“WAEP”) outstanding during the year are as follows:
2015 2014
No of 
options* WAEP*
no of 
options* wAEP*
Outstanding at beginning of year 930,561 80.41 754,355 74.74
Granted during year 364,757 105.61 245,000 97.00
Exercised during year (280,475) 75.95 (59,794) 77.00
Forfeited during year (182,347) 76.33 (9,000) 78.94
Outstanding at the end of the year 832,496 93.86 930,561 80.41
Exercisable at the year end 197,239 67.49 413,739 72.95
*Adjusted for the 2 for 1 bonus issue where appropriate
In the year Julie Pomeroy exercised 37,263 options and Alex James exercised 36,712 options which had been granted on 29 May 2012 at an 
exercise price of 73p. The remaining options totalling 146,847, relating to this grant lapsed in the period. The mid-market share price at the date 
of exercise was 108.5p. The Company’s mid-market share price on 31 December 2015 was 74.0p.
The fair value of all options granted is shown as an employee expense with a corresponding increase in equity. The employee expense is 
recognised equally over the time from grant until vesting of the option. The expense charged takes into account the likelihood of performance 
targets being met. The employee expense for the year was £28,000 (2014: £13,000). 
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Notes to the Financial Statements continued
For the year ended 31 December 2015
22. Share options (continued)
Share options remaining in the schemes are as follows:
Scheme type
Date of 
grant
Exercise 
from
lapse 
date
Options 
remaining
Exercise 
price (p)
Unapproved 03/05/2006 03/05/2009 02/05/2016 26,739 5.38 
EMI 14/09/2007 14/09/2010 13/09/2017 27,000 99.17 
Unapproved 14/01/2011 14/01/2014 13/01/2021 30,000 58.33 
EMI 21/09/2011 21/09/2014 20/09/2021 95,500 77.00 
Unapproved 21/09/2011 21/09/2014 20/09/2021 18,000 77.00 
EMI 08/07/2013 08/07/2016 07/07/2023 17,000 79.50
EMI 25/11/2013 25/11/2016 24/11/2023 20,000 115.00
Unapproved 08/12/2014 08/12/2017 07/12/2024 10,000 97.00
EMI 08/12/2014 08/12/2017 07/12/2024 223,500 97.00
EMI 03/02/2015 03/02/2018 02/02/2025 58,500 90.50
EMI 14/07/2015 14/07/2018 13/07/2025 306,257 108.5
832,496
208,475 share options were exercised during the year at a weighted average exercise price of 75.9p and the weighted average share price at the 
date of exercise was 106.9p. The weighted average remaining contractual life of options at 31 December 2015 was 8.0 years (2014: 7.5 years). 
LTIP
During 2011 the Board introduced a long term incentive scheme for Directors. The scheme granted phantom options to the participants and 
these options are cash settled on the vesting date, which will be the date of the publication of the appropriate Annual Report. The amount payable 
will be the increase in share price between the date of grant and vesting multiplied by the number of phantom options granted, multiplied by the 
performance factor. The performance factor is based on the percentage rise in the earnings per share over the period. Awards from 2013 onwards 
under the long term incentive plan take the form of a cash bonus of up to one-third annual salary or the grant of share options, with appropriate 
performance conditions in place.
The phantom options granted in 2012 pursuant to the Company’s 2011 long term incentive plan (“LTIP”) matured in the period and had exercise 
conditions linked to share price growth and growth in earnings per share over a three year period. This is measured by taking the earnings per 
share in the 2014 statutory accounts compared to the earnings per share in the 2011 statutory accounts. The amount paid out in respect of this 
LTIP was £58,000 and this payment has been set against salaries & wages and social security. In 2015, there is a charge of £9,000 in respect of 
the LTIP schemes which are share based and require separate disclosure under IFRS 2.
23. Contingent consideration payable in respect of acquisitions
As part of the acquisition of FCP , the Group agreed to pay the vendors contingent consideration over the period to 31 March 2015. During 2015, 
the final contingent consideration payment was made totalling of £460,000. 
In the 2015 accounts, the amount payable under the contingent consideration was increased by £4,000 and this has been charged to the profit 
and loss. This contingent consideration had been discounted at 3.48% and the discount charged to profit and loss in 2015 totalled £3,000.
In September 2014 the Group acquired the entire share capital of ISV. As part of the acquisition, deferred consideration of £150,000 was paid 
in January 2015. In addition, the vendors are entitled to contingent consideration based on revenue over the period to 30 September 2017. The 
first payment was made in 2015 of £56,000. In the 2015 accounts, the amount payable under the contingent consideration was decreased by 
£67,000 and this has been credited to the profit and loss. This contingent consideration has been discounted at 3.48% and the discount charged 
to profit and loss in 2015 totalled £25,000.
At the year end the Group had a liability for contingent consideration made up as follows:
•	 30% of net revenues in the year to 31 December 2015 less £15,000
•	 30% of net revenues in the year to 31 December 2016 less £15,000
•	 30% of net revenues in the nine month period to 30 September 2017 less £25,000. 
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24. Financial instruments
The Group uses various financial instruments; these include cash, bank deposits, bank loans and various items such as trade receivables and 
trade payables that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the Group’s 
operations.
The Group’s finance department maintains liquidity, manages relations with the Group’s bankers, identifies and manages foreign exchange risk 
and controls Group treasury operations. Treasury dealings such as investments and foreign exchange are conducted only to support underlying 
business transactions. Consequently, the Group does not undertake speculative foreign exchange dealings for which there is no underlying 
exposure.
The Group’s policies for management of the financial risks to which it is exposed are outlined below.
(i) Interest rate risk
The Group is exposed to interest rate risk on its floating rate borrowings and its financial assets. The interest rate profile of the Group’s financial 
assets at 31 December 2015 was: 
At 31 December 2015 
Group Company
Non interest 
bearing 
financial 
assets 
£’000
Floating 
rate 
financial 
assets
£’000
Non interest 
bearing 
financial 
assets
£’000
Floating 
rate 
financial 
assets
£’000
Trade and other receivables (current assets) 1,512 – 333 –
Cash and cash equivalents – 1,595 – 59
Total 1,512 1,595 333 59
The interest rate profile of the Group’s financial assets at 31 December 2014 was: 
At 31 December 2014
Group Company
non interest 
bearing 
financial 
assets 
£’000
Floating 
rate 
financial 
assets
£’000
non interest 
bearing 
financial 
assets
£’000
Floating 
rate 
financial 
assets
£’000
Trade and other receivables (current assets) 1,531 – 318 –
Cash and cash equivalents – 1,929 – 387
Total 1,531 1,929 318 387
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Notes to the Financial Statements continued
For the year ended 31 December 2015
24. Financial instruments (continued)
The table below shows the Group’s financial liabilities split by those bearing interest at floating rates and those that are non interest bearing.
At 31 December 2015 
Group Company
Non interest 
bearing 
financial 
assets 
£’000
Floating 
rate 
financial 
assets
£’000
Non interest 
bearing 
financial 
assets
£’000
Floating 
rate 
financial 
assets
£’000
Trade and other payables (current liabilities) 3,986 – 2,416 –
Trade and other payables (non-current liabilities) 15 – 15 –
Bank borrowings – 325 – 325
Contingent consideration (current liabilities) 207 – 207 –
Contingent consideration (non-current liabilities) 413 – 413 –
4,621 325 3,051 325
At 31 December 2014
Group Company
non interest 
bearing 
financial 
assets 
£’000
Floating 
rate 
financial 
assets
£’000
non interest 
bearing 
financial 
assets
£’000
Floating 
rate 
financial 
assets
£’000
Trade and other payables (current liabilities) 4,162 – 2,410 –
Trade and other payables (non-current liabilities) – – – –
Bank borrowings – 487 – 487
Contingent consideration (current liabilities) 507 – 507 –
Contingent consideration (non-current liabilities) 666 – 666 –
5,335 487 3,583 487
The benchmarks for interest rates on floating rate financial assets and financial liabilities are bank base rates for the currencies in which the 
assets are held. Sensitivities of movements in interest rates have been considered by Directors and reasonably possible movements in interest 
rates are not considered to have a material impact on future Group profits or equity.
(ii) Credit risk
The Group’s principal financial assets are cash and cash equivalents and trade and other receivables.
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations 
and arises principally from the Group’s receivables from customers and monies on deposit with financial institutions.
Historically, the cash collection profile has been very good. Debt ageing and collections are monitored on a regular basis and for new customers 
deposits are usually required. Some of the unimpaired trade receivables are past due as at the reporting date. Information on financial assets past 
due but not impaired are included in note 17.
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit  
rating agencies. 
The Group has no significant concentration of credit risk.
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24. Financial instruments (continued)
The Group’s maximum exposure to credit risk at the reporting date is represented by the carrying value of financial assets, as follows:
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Trade and other receivables (current assets) 1,512 1,531 333 318
Cash and cash equivalents 1,595 1,929 59 387
Total 3,107 3,460 392 705
(iii) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity 
is to ensure it has sufficient liquidity to meet its liabilities when due.
As at 31 December 2015, the Group and Company’s financial liabilities (being trade and other payables and deferred income, payroll taxes, VAT 
or similar taxes and bank borrowings) have contractual cash flows as summarised below:
Group
31 December 2015 
Carrying 
amount
£’000
< 1 year 
£’000
1–2 years
£’000
2–5 years
£’000
Trade and other payables (current liabilities) 4,193 4,193 – –
Trade and other payables (non-current liabilities) 428 – 413 15
Bank borrowings 325 167 158 –
4,946 4,360 571 15
31 December 2014
Carrying 
amount
£’000
< 1 year 
£’000
1–2 years
£’000
2–5 years
£’000
Trade and other payables (current liabilities) 4,669 4,669 – –
Trade and other payables (non-current liabilities) 666 – 245 421
Bank borrowings 487 162 167 158
5,822 4,831 412 579
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Notes to the Financial Statements continued
For the year ended 31 December 2015
24. Financial instruments (continued)
Company
31 December 2015 
Carrying 
amount
£’000
< 1 year 
£’000
1–2 years
£’000
2–5 years
£’000
Trade and other payables (current liabilities) 2,623 2,623 – –
Trade and other payables (non-current liabilities) 428 – 413 15
Bank borrowings 325 167 158 –
3,376 2,790 571 15
31 December 2014
Carrying 
amount
£’000
< 1 year 
£’000
1–2 years
£’000
2–5 years
£’000
Trade and other payables (current liabilities) 2,917 2,917 – –
Trade and other payables (non-current liabilities) 666 – 245 421
Bank borrowings 487 162 167 158
4,070 3,079 412 579
The Group would normally expect that sufficient cash is generated in the operating cycle to meet contractual cash flows as disclosed above. In 
addition the Group has significant cash balances as at the year end to minimise any liquidity risk. 
(iv) Foreign currency risk
The Group is exposed to foreign currency risk on sales and purchases which are denominated in a currency other than Sterling. Exposures to 
currency exchange rates are primarily denominated in US Dollars ($), Australian Dollars (AUD) and Euros (€). The Group does not use derivatives 
to hedge translation exposures arising on the consolidation of its overseas operations.
At the year end, the Group had assets totalling £1,004,000 and liabilities totalling £640,000 denominated in Euros (2014: assets totalling 
£551,000 and liabilities totalling £356,000), assets totalling £1,501,000 and liabilities totalling £992,000 denominated in US Dollars (2014: assets 
totalling £1,537,000 and liabilities totalling £1,181,000) and assets totalling £376,000 and liabilities totalling £324,000 denominated in Australian 
Dollars (2014: assets totalling £370,000 and liabilities totalling £319,000). 
If each of the exchange rates strengthened by 5%, the impact on the income statement would as follows:
Group
2015
 £’000 
2014
 £’000 
Euros 7 5
US Dollars 7 14
Australian Dollars 1 4
15 23
At the year end, the Company had liabilities totalling £156,000 denominated in Euros (2014: liabilities totalling £99,000), assets totalling 
£234,000 denominated in US Dollars (2014: assets totalling £124,000) and assets totalling £78,000 denominated in Australian Dollars (2014: 
assets totalling £61,000). 
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24. Financial instruments (continued)
Capital risk management
The Group’s objectives when managing capital are to safeguard the entity’s ability to continue as a going concern, so that it can continue to 
provide returns for shareholders and benefits for other stakeholders.
The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light 
of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the 
Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, sell assets or take on bank 
debt. The decision to take on some element of debt gives the Group additional flexibility in its capital structure and enables it to lower its cost  
of capital. 
The Group considers its capital to include share capital, share premium, merger reserve, translation reserve, share option reserve and retained 
earnings. Net cash comprises borrowings less cash and cash equivalents.
note
2015
 £’000 
2014
 £’000 
Total borrowings 19 325 487
Less cash or cash equivalents (1,595) (1,929)
Net cash (1,270) (1,442)
Total equity 6,992 6,526
Total capital gearing ratio 0% 0%
Summary of financial assets and liabilities by category
The carrying amounts of the financial assets and liabilities as recognised at the statement of financial position date of the years under review may 
also be categorised as follows:
Group Company
2015
 £’000 
2014
 £’000 
2015
 £’000 
2014
 £’000 
Loans and receivables
Cash and cash equivalents 1,595 1,929 59 387 
Trade and other receivables 1,512 1,531 333 318 
3,107 3,460 392 705 
Financial liabilities held at amortised cost
Trade and other payables 4,001 4,162 2,431 2,410
Borrowings 325 487 325 487
Financial liabilities held at fair value
Contingent consideration 620 1,173 620 1,173
4,946 5,822 3,376 4,070
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Notes to the Financial Statements continued
For the year ended 31 December 2015
25. Fair value measurement of financial instruments 
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value 
hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
•	 Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
•	 Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
•	 Level 3: unobservable inputs for the asset or liability.
The following table shows the levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 
31 December 2015 and 31 December 2014:
2015
 £’000 
Level 3
2014
 £’000 
level 3
Contingent consideration 620 1,173
The Group’s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values, in consultation with 
third party valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument, with 
the overall objective of maximising the use of market based information. The finance team reports directly to the Group Finance Director and to 
the Audit Committee. The valuation techniques used for instruments categorised in Level 3 are described below:
Contingent consideration (Level 3) 
The fair value of contingent consideration relates to the acquisition of ISV Software (see note 23) and is estimated using a present value 
technique. The contingent consideration of £620,000 is included at fair value which is mainly based on actual, budget or forecast revenues 
prepared by the finance team. The contingent consideration is discounted.
The discount rate used to discount the contingent consideration at 31 December 2015 is 3.48% and is based on an after tax estimate of the 
Group’s current borrowing rate. 
The reconciliation of the carrying amounts of financial instruments classified within Level 3 is as follows:
2015
 £’000 
2014
 £’000 
At start of year (1,173) (918)
Acquired through business combination – (713)
Paid in year 516 550
Movement in fair value recognised in profit or loss under finance costs (26) (101)
Movement in fair value recognised in profit or loss under administrative expenses 63 9
At the year end (620) (1,173)
26. Control
No individual shareholder, or shareholders acting in concert, hold more than 50% of voting shares, and accordingly there is not considered to be 
an “ultimate controlling party”.
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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27. Related party transactions
Group
The Directors received dividends paid by the Company of £335,000 (2014: £313,000).
In the year Julie Pomeroy and Alex James exercised 37,263 and 36,712 options respectively at an exercise price of 73p. The mid-market share 
price at the date of exercise was 108.5p. To fund the exercise of the share options, Julie Pomeroy sold 25,844 shares at 106p and Alex James 
sold 25,462 shares at 106p.
During the year, Mike Love bought 100,000 shares at 106.5p and 126,500 shares at a price of 79p per share. In addition, Jason Starr and Julie 
Pomeroy also each bought 12,632 shares at a price of 79.16p.
Company
The Company has a related party relationship with its subsidiaries, its Directors, and other employees of the Company with management 
responsibility.
During the year the Company received a management charge of £102,000 (2014: £96,000) and a dividend of £nil from its subsidiary company 
Dillistone Systems (US) Inc (2014: £111,000). At the year end Dillistone Systems (US) Inc owed £234,000 (2014: owed £122,000)  
to the Company.
During the current year Dillistone Systems Limited paid a dividend of £1,000,000 (2014: £1,000,000) to Dillistone Group Plc and a management 
charge of £204,000 (2014: £237,000). At the year end Dillistone Systems Limited was owed £836,000 (2014: £1,294,000).
The Company received a management charge during the year from Dillistone Systems (Australia) Pty Limited of £34,000 (2014: £34,000) and at 
the year end was owed £78,000 (2014: owed by the Company £62,000).
Voyager Software paid a management charge of £144,000 (2014: £144,000) and owed the Company £201,000 at the year end (2014: 
£115,000). Woodcote Software owed the Company £13,000 at the year end (2014: £13,000).
FCP Internet Limited paid a management charge of £84,000 and was owed by the Company £724,000 at the year end (2014: owed by the 
Company £365,000).
A management charge of £60,000 was received from ISV Software and at the year end the Company owed ISV £314,000  
(2014: £200,000). 
Management charges payable by Group members to Dillistone Group Plc relate to management support provided directly to them.
28. Dividends
The dividends paid in 2015 and 2014 were £793,000 (4.05p per share) and £723,000 (3.90p per share). A final dividend in respect of the year 
ended 31 December 2015 of 2.75p per share will be paid on 24 June 2016. These financial statements do not reflect this dividend. 
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Shareholder Notes
Dillistone Group Plc  |  Annual Report & Accounts 2015 stock code: DSG
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Directors and Advisers
Directors
M D Love – Non-Executive Chairman
G R Fearnley – Non-Executive Director
J S Starr – Chief Executive 
R Howard – Operations Director
A D James – Product Development Director
J P Pomeroy – Group Finance Director
A F Milne – Director of Support Services
Secretary
J P Pomeroy
Company number
4578125
Registered office
50 Leman St
London
E1 8HQ
Independent Auditor
Grant Thornton UK LLP
Grant Thornton House
Melton Street
Euston Square
London NW1 2EP
Principal bankers
HSBC Bank Plc
Basingstoke Commercial Centre
8 London Street 
Basingstoke 
RG21 7NU
 
Solicitors
Ashfords LLP
Tower Wharf
Cheese Lane 
Bristol BS2 0JJ
 
Nominated adviser
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Broker
WH Ireland Limited
24 Martin Lane
London
EC4R 0DR
Registrars
Capita Registrars 
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
www.dillistonegroup.com
IBC
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50 Leman Street 
London 
E1 8HQ 
T: +44 (0)20 7749 6100
www.dillistonegroup.com
Dillistone Group Plc Annual Report and Accounts for the year ended 31 December 2015
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