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TSE Touchstone Grp

28.50
0.00 (0.00%)
21 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Touchstone Grp LSE:TSE London Ordinary Share GB0003058137
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 28.50 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Interim Results-Replacement

06/12/2007 4:16pm

UK Regulatory


RNS Number:3786J
Touchstone Group PLC
06 December 2007


This announcement replaces the RNS announcement number 2927J released at 07.00 
on 6 December 2007.


Two figures in the Other Operating Expenses line of the Consolidated Profit and
Loss account have changed.  For the six months to 30 September 2007 the figure
is (6,411), not (6,496) this was a typographical error.  For the year to 31
March 2007 the figure is (12,678), not (12,768), this was a transposition error.

In Note 2, the figure for amortisation of intangible assets for the six months
to 30 September 2006 (as restated) is 122, not 48 and the negative goodwill
adjustment is (74), not -.

In Note 5, the figure for amortisation of intangibles as at 30 September 2006
(as restated) is 122.


Date:                       6 December 2007

On behalf of:               Touchstone Group plc ('Touchstone' or the 'Group')

Embargoed until:            0700hrs



                              Touchstone Group plc
                                Interim results


Touchstone Group plc, the AIM-listed provider of business software solutions and
consultancy services, announces its interim results for the six months to 30
September 2007.

Highlights

  * Turnover increased by 15% to #15.5m (2006: #13.5m)
  * Fee-based revenue growth of 18% to #7.2m (2006: #6.1m)
  * Microsoft Dynamics solutions growth of over 38% now representing 66% of
    total operations (2006: 56%)
  * No.1 Microsoft Dynamics partner in the UK for third consecutive year
  * Adjusted pre-tax profits* #1.04m (2006: #1.34m)
  * Basic Earnings per share 4.31p (2006: 7.19p)
  * Cashflow from operations #1.0m (2006:#0.1m)
  * Interim dividend maintained at 1.5p per share (2006:1.5p)

* Profit on operating activities before depreciation, amortisation and share
based payments


Commenting, Keith Birch, Chief Executive, said:

"Despite a disappointing start to the year, subsequent trading, including the
current trading period, has shown a marked improvement on the comparable period
last year.

"With strong order books and sale pipelines, the Group anticipates continued
good levels of trading in its traditionally stronger second half."


Enquiries to:

Keith Birch, Chief Executive Officer
Touchstone Group plc                                               020 7121 4700

Samantha Robbins/Adam Leviton
Redleaf Communications                                             020 7822 0200

Matt Davis
Brewin Dolphin (NOMAD)                                             0845 270 8600


END


Chairman's Interim statement


Results

I have pleasure in announcing our interim results for the half-year ending
September 2007; our first financial statements produced under International
Financial Reporting Standards (IFRS) guidelines.

Turnover for the period is up by 15% to #15.54m compared with #13.5m for the
same period last year. Profits on ordinary activities before tax are #765k
compared to #1.1m last year.  Profits from operating activities before
depreciation, amortisation and share based payments are #1.04m compared with
#1.34m last year.  Basic earnings per share after amortisation are 4.31p per
share compared with 7.19p last year. Diluted earnings per share after
amortisation  are 4.25p compared with 7.06p last year.



Cash and Dividends

The Group generated good cash flows from operating activities of #1m compared to
#100k for the same period last year. Cash balances at 30 September 2007 stood at
#2.6m compared to #2.5m at 31 March 2007 and #2.1m at 30 September 2006.



The Board has declared an unchanged interim dividend of 1.5p per share (2006:
1.5p). The interim dividend will be payable on 11 Jan 2008 to all shareholders
on the register on 14 Dec 2007.



Review of Operations

The Group generates its revenues from supplying business software and related
professional services to mid -market and enterprise organisations.  Software is
principally authored by global technology partners such as Microsoft or Infor.
The Group supplies this software along with associated professional services to
clients in a range of broad market sectors including Not-for-profit, Financial
Services, Media, Technology & Publishing, Professional Services and Hospitality
& Leisure.



The Group has also developed its own specialist software based upon Microsoft
Dynamics technology.  This software helps the Group to address the specific
needs of a number of niche markets including Off-shore Wealth Management, Rental
& Construction Services and Commodity Trading.



During the period, overall client revenues increased by 15% to #15.54m (2006:
#13.5m).  This includes software of #3.6m (2006:#2.8m), professional fees of
#7.2m (2006: #6.1m) and annual help-desk support revenue of #4.8m (2006: #4.5m).



Revenues from clients who have selected solutions based upon Microsoft Dynamics
technology increased by over 38% during the period to #10.3m (2006: #7.5m) and
now represent over 66% of total operations (2006: 56%).



Income from the sale of software increased by 27% during the period.  Income
from the sale of Microsoft Dynamics related software increased by over 125% to
#2.4m (2006: #1.1m).  This continued success in the supply of Microsoft Dynamics
solutions resulted in the Group being confirmed as Microsoft's No.1 business
software partner in the UK for the third consecutive year.



Fee income generated from implementing business solutions increased by 18%
during the period.  Fee income associated with Microsoft Dynamics related
solutions grew by 26% to #5.6m (2006: #4.4m).



Annual help-desk support revenue is a significant aspect of Group operations and
provides useful revenue visibility.  During the period the Group's recurring
revenue stream increased by approximately 5% and now represents over 33% of
total operations.  Annual help-desk revenues from clients who have chosen
Microsoft Dynamics related software increased by over 17% to #2.4m (2006: #2m).



Gross margins for the period are slightly lower at 48% (2006: 50%).  This is due
to lower fee-earning utilisations experienced at the beginning of the period
coupled with an increasing proportion of software development being
'off-shored'.  As it is the Group's current policy to expense all R&D costs, the
R&D costs from the Group's off-shore partners are treated as an effective cost
of sale.



Current Trading

Despite a disappointing start to the year, subsequent trading, including the
current trading period, has shown a marked improvement on the comparable period
last year.



With strong order books and sale pipelines, the Group anticipates continued good
levels of trading in its traditionally stronger second half.



David RT Thompson
5 December 2007



Unaudited consolidated profit and loss account
for the period ended 30 September 2007


                                                           For six months   Restated for six    Restated for
                                                                    ended       months ended      year ended

                                                             30 September       30 September        31 March

                                                                     2007               2006            2007
                                                  Note               #000               #000            #000

Turnover                                                           15,540             13,513          30,165
                                                                  ________          ________        ________
Cost of sales                                                     (8,092)            (6,764)        (14,354)
                                                                  ________          ________        ________
Gross profit                                                        7,448              6,749          15,811

Other operating expenses                                          (6,411)            (5,408)        (12,678)
                                                                  ________          ________        ________
Operating profit before depreciation,                               1,037              1,341           3,133
amortisation and share based payments

Depreciation                                                         (85)              (125)           (229)
Amortisation of intangibles                                         (172)              (122)           (265)
Share based payment costs                           1                (12)               (12)            (24)
                                                                  ________          ________        ________
Operating profit                                                      768              1,082           2,615

Financial income                                                       31                 26              57
Financial expenses                                                   (34)                (9)            (19)
                                                                  ________          ________        ________
Profit/(loss) on ordinary activities before                           765              1,099           2,653
taxation
Income tax expense                                                  (250)              (288)           (771)
                                                                  ________          ________        ________
Profit for the period                                                 515                811           1,882
                                                                  ________          ________        ________
Earnings per share
Basic                                               5               4.31p              7.19p         16.44 p

Diluted                                             5               4.25p              7.06p          16.15p



The company has no recognised gains or losses other than those reported in the
profit and loss account.  Accordingly, a statement of total recognised gains and
losses has not been prepared.

The results disclosed in the profit and loss account are on an historical cost
basis.




Unaudited consolidated balance sheet
at 30 September 2007

                                                                               Restated            Restated
                                                      30 September 2007   30 September 2006      31 March 2007
                                                Note                #000                 #000                #000
Assets
Non- Current
Property,Plant and equipment                                         378                  364                 417
Goodwill                                                           5,961                4,415               6,051
Other intangible assets                                            2,338                1,981               2,420
Investments                                                          145                  145                 145
                                                                  ________            ________            ________
                                                                   8,822                6,905               9,033
Current assets
Stocks                                                                57                  150                 117
Trade and Other Debtors                                           10,618                9,392              11,918
Cash and cash equivalents                                          2,617                2,161               2,522
                                                                  ________            ________            ________
                                                                  13,292               11,703              14,557
                                                                  ________            ________            ________
Total Assets                                                      22,114               18,608              23,590
                                                                  ________            ________            ________

EQUITY AND LIABILITIES
Equity attributable to the equity holders of
the parent
Share Capital                                   6                (1,235)              (1,181)             (1,232)
Share premium reserve                                            (3,225)              (2,461)             (3,210)
Other reserves                                                     (249)                (923)               (207)
Retained earnings                                                (4,399)              (3,317)             (4,217)
                                                                 _______              _______             _______
                                                                 (9,108)              (7,882)             (8,866)
Non- current Liabilities


Long-term borrowings                                               (325)                    -               (433)
Deferred tax                                                       (267)                (130)               (297)
Trade and other payables                                           (208)                (197)               (200)
                                                                 _______              _______             _______
                                                                   (800)                (327)               (930)
Current Liabilities
Current portion of long-term borrowings                            (217)                    -               (217)
Trade and other payables                                        (11,276)              (9,740)            (12,649)
Current tax liabilities                                            (713)                (659)               (928)
                                                                 _______              _______             _______
                                                                (12,206)             (10,399)            (13,794)
                                                                 _______              _______             _______
Total Equity and Liabilities                                    (22,114)             (18,608)            (23,590)
                                                                 _______              _______             _______


Consolidated statement of changes in equity (unaudited)
for the six month period ended 30 September 2007


                                           ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
                                                              Share
                                                            premium
                                                 Share      reserve        Other     Retained TOTAL EQUITY
                                               capital                reserves #     earnings        #'000
                                                 #'000        #'000        #'000        #'000
                                           As restated  As restated  As restated  As restated  As restated

BALANCE AT 1 APRIL 2007                          1,232        3,210          207        4,217        8,866
BROUGHT FORWARD
                                               _______      _______      _______      _______      _______
CHANGES IN EQUITY FOR THE SIX MONTHS ENDED
31 MARCH 2007
Profit for the period                                -            -            -          515          515
                                               _______      _______      _______      _______      _______
TOTAL RECOGNISED INCOME AND EXPENSE FOR              -            -            -          515          515
THE PERIOD

Dividends                                            -            -            -        (333)        (333)
Issue of share capital                               -            -            -            -
Exercise of share options                            3           15            -            -           18
Grant of options                                     -            -           12            -           12
Deferred tax on options                              -            -           30            -           30
                                               _______      _______      _______      _______      _______
BALANCE CARRIED FORWARD                          1,235        3,225          249        4,399        9,108
AT 30TH SEPTEMBER 2007
                                                ======       ======       ======       ======       ======



# At 30 September 2007, other reserves includes a capital redemption reserve of
#19,000 and a share option reserve of #200,000.


Restated consolidated statement of changes in equity (unaudited)
for the six month period ended 30 September 2006


                                             ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
                                                               Share
                                                   Share     premium         Other      Retained  TOTAL EQUITY
                                                 capital     reserve    reserves #      earnings         #'000     
                                                   #'000       #'000         #'000         #'000
                                             As restated As restated   As restated   As restated   As restated

BALANCE AT 1 APRIL 2007                            
BROUGHT FORWARD
Adjusted balance                                   1,164       2,264           865         2,604         6,897

CHANGES IN EQUITY FOR THE SIX MONTHS ENDED         
30 SEPTEMBER 2006
Net gains not recognised in the income
statement:
Purchase of minority interests in
subsidiaries                                           -           -             -           196           196
                                                 _______     _______       _______       _______       _______
Net expense recognised directly in equity              -                         -           196           196
Loss for the period                                    -           -             -           811           811
                                                 _______     _______       _______       _______       _______
TOTAL RECOGNISED INCOME AND EXPENSE                    -           -             -         1,007         1,007
FOR THE PERIOD

Dividends                                              -           -             -         (294)         (294)
Issue of share capital                                15         175             -             -           190
Exercise of share options                              2          22             -             -            24
Grant of options                                       -           -            12             -            12
Deferred tax on options                                -           -            46             -            46
                                                 _______     _______       _______       _______       _______
BALANCE AT 30 SEPTEMBER 2006                       1,181       2,461           923         3,317         7,882
CARRIED FORWARD
                                                  ======      ======        ======        ======        ======



# At 30 September 2006, other reserves includes a capital redemption reserve of
#19,000, a reserve of #719,000 representing shares to be issued relating to the
acquisition of Touchstone (CI) Limited, and a share option reserve of #185,000.




RESTATED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

for the year ended 31 March 2007


                                           ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT
                                                              Share
                                                 Share      premium        Other     Retained TOTAL EQUITY
                                               capital      reserve   reserves #     earnings        #'000     
                                                 #'000        #'000        #'000        #'000
                                           As restated  As restated  As restated  As restated  As restated

BALANCE AT 1 April 2006                          1,181        2,461          923        3,317        7,882
BROUGHT FORWARD
                                               _______      _______      _______      _______      _______
CHANGES IN EQUITY FOR THE YEAR
ENDED 31 MARCH 2007
Profit for the period                                -            -            -        1,071        1,071
                                               _______      _______      _______      _______      _______
TOTAL RECOGNISED INCOME AND EXPENSE FOR              -            -            -        1,071        1,071
THE PERIOD

Dividends                                            -            -            -        (171)        (171)
Issue of share capital                              48            -            -            -           48
Exercise of share options                            3           30            -            -           33
Grant of options                                     -            -           12            -           12
Shares issued relating to                            -          719        (719)            -            -
acquisition of Touchstone
(CI) Limited
Deferred tax on options                              -            -          (9)            -          (9)
                                               _______      _______      _______      _______      _______
BALANCE AT 31 MARCH 2007                         1,232        3,210          207        4,217        8,866
CARRIED FORWARD
                                                ======       ======       ======       ======       ======



# At 31 March 2007, other reserves includes a capital redemption reserve of
#19,000 and a share option reserve of #188,000.




Unaudited consolidated cash flow statement
for the period ended 30 September 2007
                                                           Note       Six months     Restated - six  Restated-Year
                                                                                             months
                                                                           ended              ended          Ended
                                                                    30 September       30 September       31 March
                                                                            2007               2006           2007
                                                      Note                  #000               #000           #000

Cash flow from operating activities
Cash generated from operations                        2                    1,036                 96          1,239
Interest paid                                                               (34)                (9)           (19)
Income taxes paid                                                          (465)              (292)          (523)

Net cash (used in) / generated from operating                                537              (205)            697
activities

Cashflows from investing activities
Acqusition of subsidiaries                                                     -              (382)        (1,581)
Net Cash acquired on acquisitions of subsidiaries                              -                 39            223
Purchase of minority interests in subsidiaries                                 -              (196)          (196)
Purchase of property, plant and equipment                                   (46)              (144)          (261)
Proceeds from sale of property, plant and equipment                            -                  5              5
Purchase of available for sale investments                                     -               (50)           (50)
Proceeds from sale of available for sale investments                           -                 21             21
Interest received                                                             31                 26             57

Net cash used in investing activities                                       (15)              (681)        (1,782)

Cashflows from financing activities
Proceeds from the issue of share capital                                       -                190            238
Proceeds from the exercise of share options                                   15                 24             57
(Repayments) / proceeds from long term borrowings                          (108)                  -            650
Dividends paid                                                             (333)              (294)          (465)

Net cash (used in) / generated from financing                              (426)               (80)            480
activities

Net cash increase / (decrease) in cash and cash                               96              (966)          (605)
equivalents

Cash and cash equivalents at the beginning of the                          2,522              3,127          3,127
period

Cash and cash equivalents at the end of the period                         2,618              2,161          2,522



Notes


1.  Basis of preparation of the interim financial statements

The financial information contained in this interim report does not constitute
statutory accounts within the meaning of Section 240 of the Companies Act 1985.

The consolidated financial statements of Touchstone Group Plc have been prepared
in accordance with International Financial reporting standards as adopted by the
EU ("adopted IFRS")


Transition to adopted IFRSs

The consolidated financial statements have been prepared in accordance with
adopted IFRS for the first time and consequently have applied IFRS1. An
explanation of how the transition to adopted IFRSs has affected the reported
financial position, financial performance and cash flows of the group is
provided in note 7.

In addition to exempting companies from the requirement to restate comparatives
for IAS 32 and IAS 39, IFRS 1 grants certain exemptions from the full
requirements of Adopted IFRSs in the transition period.  The following
exemptions have been taken in these financial statements:
     
*    Business combinations - Business combinations that took place prior to 1 
     April 2006 have not been restated.


Measurement convention

The financial statements are prepared on the historical cost basis except that
the following assets and liabilities are stated at their fair value: financial
instruments classified as fair value through the profit or loss or as
available-for-sale. Non-current assets and disposal groups held for sale are
stated at the lower of previous carrying amount and fair value less costs to
sell.


Basis of Consolidation

The purchase method of accounting is used to account for the acquisition of
subsidiaries by the group.  The costs of an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are initially measured at fair
value at the acquisition date irrespective of the extent of any minority
interest.

The results of subsidiaries acquired or disposed of during the year are included
in the consolidated income statement from the effective date of acquisition or
up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used into line with those used by
other members of the group.

All intra-group transactions, balances and unrealised gains on transactions
between group companies are eliminated on consolidation. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the
asset transferred.


GOODWILL

Goodwill arising on consolidation represents the excess of the cost of
acquisition over the group's interest in the fair value of the identifiable
assets, liabilities and contingent liabilities of a subsidiary, associate or
jointly controlled entity at the date of acquisition.

Goodwill on acquisition of subsidiaries is separately disclosed. Goodwill on
acquisition of associates and jointly controlled entities is included in
investment in associates and jointly controlled entities.

Goodwill is recognised as an asset and reviewed for impairment at least
annually. Any impairment is recognised immediately in the income statement and
is not subsequently reversed. Goodwill is allocated to cash generating units for
the purpose of impairment testing.

On disposal of a subsidiary, associate or jointly controlled entity, the
attributable amount of goodwill is included in the determination of the profit
or loss on disposal.

Goodwill arising on acquisitions before the date of transition to IFRS has been
retained at the amount previously calculated under UK GAAP subject to being
tested for impairment at that date. Goodwill written off to reserves under UK
GAAP prior to 1998 has not been reinstated and is not included in determining
any subsequent profit or loss on disposal.


OTHER INTANGIBLE ASSETS

Research and development expenditure

Expenditure on research activities is recognised as an expense in the period in
which it is incurred.

An internally-generated intangible asset arising from the group's software
product development is recognised only if all of the following conditions are
met:
     
*    an asset is created that can be identified;

*    it is probable that the asset created will generate future economic 
     benefits;

*    the development cost of the asset can be measured reliably;

*    the product or process is technically and commercially feasible; and

*    sufficient resources are available to complete the development and to 
     either sell or use the asset.

Where no internally-generated intangible asset can be recognised, development
expenditure is recognised as an expense in the period in which it is incurred.

The Group is anticipating increasing levels of software development activity in
the second half of the year and if this expenditure meets the capitalisation
criteria above, it will be capitalised.


Intellectual property rights

Intangible assets such as intellectual property rights are measured initially at
their purchase cost and amortised on a straight-line basis over their estimated
useful lives, on the following bases:
     
*    Intellectual property rights over ten years

*    Intangible assets acquired as part of an acquisition are capitalised at 
     their fair value where this can be reliably measured.


2.  Reconciliation of the operating profit to net cash inflow from operating
     activities


                                                               6 months            Restated           Restated
                                                                  ended      6 months ended         Year ended
                                                           30 September        30 September           31 March
                                                                   2007                2006               2007
                                                                   #000                #000               #000

Operating profit                                                    764               1,082              2,615
Depreciation of tangible assets                                      85                 125                229
Amortisation of intangible assets                                   172                 122                265
Negative goodwill adjustment                                          -                (74)               (74)
Share option charge                                                  12                  12                 24
Increase / (Decrease) in working capital                              3             (1,168)            (1,825)
(Profit) / loss on disposal of fixed assets                           -                 (3)                  5

Net cash flow from operating activities                           1,036                  96              1,239



3.  Analysis of changes in net funds
                                                          At 1 April                          At 30 September
                                                                2007            Cashflow                 2007
                                                                #000                #000                 #000

Cash at bank and in hand                                         522                  96                  618
Short term bank deposits                                       2,000                 (-)                2,000

                                                               2,522                  96                2,618
                                                        



4.  Dividends

The directors have declared an interim dividend of 1.5 pence (2006: 1.5 pence)
on the ordinary shares.  The cost of this interim dividend is #182,000 (2006:
#177,000). In accordance with IAS 10: Post Balance Sheet Events, which prohibits
dividends declared after the period end (proposed dividends) from being
recognised as a liability at the balance sheet date, the cost of this dividend
has not been provided for.


5.  Earnings per share

                                                          30 September      Restated 30        Restated 31
                                                                  2007   September 2006         March 2007
                                                                  #000             #000               #000

Profit for the period / financial year attributable to             515              811              1,882
shareholders
Amortisation of intangibles                                        172              122                265

Profit for the financial year before amortisation                  687              933              2,147
(adjusted profit)




                                                          30 September    30 September           31 March
                                                                  2007            2006               2007
                                                                    No              No                 No

Weighted average number of shares in issue                  11,948,358      11,281,215         11,444,042
Dilution effect of option schemes:
- approved employee option scheme (a)                          110,002         123,499            130,069
- unapproved employee share option scheme (b)                   67,612          67,654             78,389

                                                            12,125,972      11,472,368         11,652,500



                                                          30 September     Restated 30        Restated 31
                                                                  2007  September 2006         March 2007


Earnings per ordinary share before amortisation                   5.75           8.27p             18.75p
Loss per ordinary share on amortisation                        (1.44)p         (1.08)p            (2.31)p

Basic earnings per ordinary share                                4.31p           7.19p             16.44p

Diluted earnings per ordinary share                              4.25p           7.06p             16.15p





(a)As at 30 September 2007, there were 160,188 share options in issue under an
approved employee option scheme and

(b) 436,326  in an unapproved scheme.  The options first became exercisable in
2001 dependant on the achievement of certain performance targets.

6. Called up share capital

                                                                           30 September            30 September
                                                                                   2007                    2006
                                                                                   #000                    #000
Authorised
Number of ordinary shares, 14.21m of 10p each                                     1,421                   1,421

Allotted, called up and fully paid
Issued and fully paid up 12,334,189   shares (11.81m - 2006)                      1,235                   1,181




In 2005 the company repurchased 250,000 shares, representing 2% of issued share
capital at 30 September 2007, for consideration of #275,000. None of these
shares had been cancelled as at 30 September 2007. The nominal value and market
value of Treasury shares held at 30 September 2007 was #25,000 and #425,000
respectively.





7. Reconciliation of UK GAAP to IFRS

As stated in note 1, these are the Group's first consolidated financial
statements prepared in accordance with Adopted IFRSs.



The accounting policies set out in note 1 have been applied in preparing the
financial statements for the period ended 30 September 2007, the comparative
information presented in these financial statements for the year ended 31 March
2007 and in the preparation of an opening IFRS balance sheet at 31 March 2007
(the Group's date of transition).



In preparing its opening IFRS balance sheet, the Group has adjusted amounts
reported previously in financial statements prepared in accordance with its old
basis of accounting (UK GAAP). An explanation of how the transition from UK GAAP
to Adopted IFRSs has affected the Group's financial position, financial
performance and cash flows is set out in the following tables and the notes that
accompany the tables.



Main changes in the basis of preparation between IFRS and UK GAAP



In accordance with the requirements of IFRS 3, goodwill has been frozen at its
brought forward net book value at the date of transition, and amortisation
charged under UK GAAP for the periods ended 30 September 2006 and 31 March 2007
has been reversed.



In addition, under the requirements of IFRS 3, the fair values of customer
relationships and software acquired with the business combinations arising
during the periods ended 30 September 2006 and 31 March 2007 have been
recognised separately from goodwill and classified as intangible assets to be
amortised over their expected useful economic lives of 10 years and 5 years
respectively.



The adoption of IFRS has not had an impact on the amount of cash previously
disclosed under UK GAAP in any of the periods of account in the financial
statements.




7. Reconciliation of UK GAAP to IFRS (Contd.)



Consolidated balance sheet reconciliation at 1 April 2006 (Transition date)

                                                       Adjustments      UK GAAP in     Effect of      Reported
                                                                       IFRS format    transition    under IFRS
                                                                             #'000       to IFRS         #'000
                                                                                           #'000
ASSETS
Non-current assets
Property, plant and equipment                                                  318             -           318
Goodwill                                                                     4,501             -         4,501
Other intangible assets                                                      1,300             -         1,300
Deferred tax                                                a                    -            53            53
Investments                                                                    118             -           118
                                                                           _______       _______       _______
                                                                             6,237            53         6,290

Current assets
Inventories                                                                     33             -            33
Trade and other receivables                                                 10,094             -        10,094
Cash and cash equivalents                                                    3,127             -         3,127
                                                                           _______       _______       _______
                                                                            13,254             -        13,254
                                                                           _______       _______       _______
TOTAL ASSETS                                                                19,491            53        19,544
                                                                            ======        ======        ======
EQUITY AND LIABILITIES
Equity attributable to the equity holders of the
parent
Share capital                                                              (1,164)             -       (1,164)
Share premium reserve                                                      (2,264)             -       (2,264)
Other reserves                                              a                (812)          (53)         (865)
Retained earnings                                                          (2,604)             -       (2,604)
                                                                           _______       _______       _______
                                                                           (6,844)          (53)       (6,897)
Minority interest                                                            (196)             -         (196)
                                                                           _______       _______       _______
Total equity                                                               (7,040)          (53)       (7,093)

Non-current liabilities

Trade and other payables                                                     (194)             -         (194)
                                                                           _______       _______       _______
                                                                             (194)             -         (194)
Current liabilities

Trade and other payables                                                  (11,606)             -      (11,606)
Current tax liabilities                                                      (651)             -         (651)
                                                                           _______       _______       _______
                                                                          (12,257)             -      (12,257)
                                                                           _______       _______       _______
TOTAL EQUITY AND LIABILITIES                                              (19,491)          (53)      (19,544)
                                                                            ======        ======        ======





Adjustments:

a.             Deferred tax asset recognised on share options.






7. Reconciliation of UK GAAP to IFRS (Contd.)



Consolidated balance sheet reconciliation at 30 September 2006

                                                       Adjustments      UK GAAP in     Effect of      Reported
                                                                       IFRS format    transition    under IFRS
                                                                             #'000       to IFRS         #'000
                                                                                           #'000
ASSETS
Non-current assets
Property, plant and equipment                                                  364             -           364
Goodwill                                                   a,d               4,103           312         4,415
Other intangible assets                                     b                1,218           763         1,981
Investments                                                                    145             -           145
                                                                           _______       _______       _______
                                                                             5,830         1,075         6,905
Current assets
Inventories                                                                    150             -           150
Trade and other receivables                                                  9,392             -         9,392
Cash and cash equivalents                                                    2,161             -         2,161
                                                                           _______       _______       _______
                                                                            11,703             -        11,703
                                                                           _______       _______       _______
TOTAL ASSETS                                                                17,533         1,075        18,608
                                                                            ======        ======        ======
EQUITY AND LIABILITIES
Equity attributable to the equity holders of the
parent
Share capital                                                              (1,181)             -       (1,181)
Share premium reserve                                                      (2,461)             -       (2,461)
Other reserves                                              e                (824)          (99)         (923)
Retained earnings                                        a,b,c,d           (2,471)         (846)       (3,317)
                                                                           _______       _______       _______
                                                                           (6,937)         (945)       (7,882)
Non-current liabilities
Long-term borrowings                                                             -             -             -
Deferred tax                                               d,e                   -         (130)         (130)
Trade and other payables                                                     (197)             -         (197)
                                                                           _______       _______       _______
                                                                             (197)         (130)         (327)
Current liabilities
Current portion of long-term borrowings                                          -             -             -
Trade and other payables                                                   (9,740)             -       (9,740)
Current tax liabilities                                                      (659)             -         (659)
                                                                           _______       _______       _______
                                                                          (10,399)             -      (10,399)
                                                                           _______       _______       _______
TOTAL EQUITY AND LIABILITIES                                              (17,533)       (1,075)      (18,608)
                                                                            ======        ======        ======



Adjustments:
     
a.   Reversing amortisation charged in the period on goodwill (#800,000) and 
     reclassifying amounts previously included in the value of goodwill 
     (#729,000).

b.   Recognition of customer relationships and software as separately 
     identifiable intangible assets (#803,000) and the amortisation thereon for 
     the period (#40,000).

c.   Negative goodwill arising on acquisition credited to income statement 
     (#74,000).

d.   Deferred tax liability recognised in respect of customer relationships and 
     software (#241,000) and reduction in liability during the period (#12,000).

e.   Deferred tax asset recognised on share options (#99,000).



7. Reconciliation of UK GAAP to IFRS (Contd.)



Consolidated balance sheet reconciliation at 31 March 2007

                                                       Adjustments      UK GAAP in     Effect of      Reported
                                                                       IFRS format    transition    under IFRS
                                                                             #'000       to IFRS         #'000
                                                                                           #'000              
ASSETS
Non-current assets
Property, plant and equipment                                                  417             -           417
Goodwill                                                   a,d               5,379           672         6,051
Other intangible assets                                     b                1,136         1,284         2,420
Investments                                                                    145             -           145
                                                                           _______       _______       _______
                                                                             7,077         1,956         9,033
Current assets
Inventories                                                                    117             -           117
Trade and other receivables                                                 11,918             -        11,918
Cash and cash equivalents                                                    2,522             -         2,522
                                                                           _______       _______       _______
                                                                            14,577             -        14,577
                                                                           _______       _______       _______
TOTAL ASSETS                                                                21,634         1,956        23,590
                                                                            ======        ======        ======
EQUITY AND LIABILITIES
Equity attributable to the equity holders of the
parent
Share capital                                                              (1,232)             -       (1,232)
Share premium reserve                                                      (3,210)             -       (3,210)
Other reserves                                              e                (117)          (90)         (207)
Retained earnings                                       a,b,c,d,e          (2,648)       (1,569)       (4,217)
                                                                           _______       _______       _______
                                                                           (7,207)       (1,659)       (8,866)
Non-current liabilities
Long-term borrowings                                                         (433)             -         (433)
Deferred tax                                               d,e                   -         (297)         (297)
Trade and other payables                                                     (200)             -         (200)
                                                                           _______       _______       _______
                                                                             (633)         (297)         (930)
Current liabilities
Current portion of long-term borrowings                                      (217)             -         (217)
Trade and other payables                                                  (12,649)             -      (12,649)
Current tax liabilities                                                      (928)             -         (928)
                                                                           _______       _______       _______
                                                                          (13,794)             -      (13,794)
                                                                           _______       _______       _______
TOTAL EQUITY AND LIABILITIES                                              (21,634)       (1,956)      (23,590)
                                                                            ======        ======        ======



Adjustments:
     
a.   Reversing amortisation charged in the period on goodwill (#1,567,000) and 
     reclassifying amounts previously included in the value of goodwill 
     (#1,311,000).

b.   Recognition of customer relationships and software as separately 
     identifiable intangible assets (#1,385,000) and the amortisation thereon 
     for the year (#101,000).

c.   Negative goodwill arising on acquisition credited to income statement 
     (#74,000).

d.   Deferred tax liability recognised in respect of customer relationships and 
     software (#416,000) and reduction in liability during the year (#31,000).
     
e.   Deferred tax asset recognised on share options (#88,000) and allocated 
     between other reserves (#90,000) and income statement (#2,000) in
     accordance with IAS 12.




7. Reconciliation of UK GAAP to IFRS (Contd.)



Reconciliation of the consolidated income statement for the six month period
ended 30 September 2006
                                                       Adjustments      UK GAAP in     Effect of      Reported
                                                                       IFRS format    transition    under IFRS
                                                                             #'000       to IFRS         #'000
                                                                                           #'000

REVENUE                                                                     13,513             -        13,513

Cost of sales                                                              (6,764)             -       (6,764)
                                                                           _______       _______       _______
GROSS PROFIT                                                                 6,749             -         6,749

Other operating expenses                                    a              (5,482)            74       (5,408)
                                                                           _______       _______       _______
RESULT FROM OPERATING ACTIVITIES BEFORE                                      1,267            74         1,341
DEPRECIATION, AMORTISATION AND SHARE BASED
PAYMENT COSTS

Depreciation                                                                 (125)             -         (125)
Amortisation of intangibles                                 b                (882)           760         (122)
Share based payment costs                                                     (12)             -          (12)
                                                                           _______       _______       _______
OPERATING PROFIT                                                               248           834         1,082

Investment income                                                               26             -            26
Finance costs                                                                  (9)             -           (9)
                                                                           _______       _______       _______
PROFIT BEFORE TAX                                                              265           834         1,099

Income tax expense                                          c                (300)            12         (288)
                                                                           _______       _______       _______
LOSS FOR THE PERIOD                                                           (35)           846           811
                                                                            ======        ======        ======
Earnings per share:
Basic                                                                      (0.31)p         7.50p         7.19p
                                                                            ======        ======        ======
Diluted                                                                    (0.31)p         7.50p         7.19p
                                                                            ======        ======        ======



Adjustments:
     
a.   Negative goodwill arising on acquisition credited to income
     statement (#74,000).

b.   Reversing amortisation charged in the period on goodwill (#800,000) and 
     recognising the amortisation on customer relationships and software 
     (#40,000).

c.   Movement in deferred tax liability (#12,000).



7. Reconciliation of UK GAAP to IFRS (Contd.)



Reconciliation of the consolidated income statement for the year ended 31 March
2007
                                                       Adjustments      UK GAAP in     Effect of      Reported
                                                                       IFRS format    transition    under IFRS
                                                                             #'000       to IFRS         #'000
                                                                                           #'000

REVENUE                                                                     30,165             -        30,165

Cost of sales                                                             (14,354)             -      (14,354)
                                                                           _______       _______       _______
GROSS PROFIT                                                                15,811             -        15,811

Other operating expenses                                    a             (12,752)            74      (12,678)
                                                                           _______       _______       _______
RESULT FROM OPERATING ACTIVITIES BEFORE                                      3,059            74         3,133
DEPRECIATION, AMORTISATION AND SHARE BASED
PAYMENT COSTS

Depreciation                                                                 (229)             -         (229)
Amortisation of intangibles                                 b              (1,731)         1,466         (265)
Share based payment costs                                                     (24)             -          (24)
                                                                           _______       _______       _______
OPERATING PROFIT                                                             1,075         1,540         2,615

Investment income                                                               57             -            57
Finance costs                                                                 (19)             -          (19)
                                                                           _______       _______       _______
PROFIT BEFORE TAX                                                            1,075         1,540         2,615

Income tax expense                                          c                (800)            29         (771)
                                                                           _______       _______       _______
PROFIT FOR THE YEAR                                                            313         1,569         1,882
                                                                            ======        ======        ======
Earnings per share:
Basic                                                                        2.73p        13.71p        16.44p
                                                                            ======        ======        ======
Diluted                                                                      2.69p        13.46p        16.15p
                                                                            ======        ======        ======



Adjustments:
     
a.   Negative goodwill arising on acquisition credited to income
     statement (#74,000).

b.   Reversing amortisation charged in the year on goodwill (#1,567,000) and 
     recognising the amortisation on customer relationships and software 
     (#101,000).

c.   Movement in deferred tax liability (#31,000) and movement in deferred tax 
     asset recognised in income statement (#2,000).


There were no adjustments required to the consolidated cash flow statement for
the year ended 31 March 2007 and the six month period ended 30 September 2006






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