ANNUAL REPORT & FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2012
NAKAMA GROUP PLC
(formerly Highams Systems Services Group plc)
a digital, media and business technology recruitment consultancy working across 
UK, Europe, Asia and Australasia. 
VERSION 3 NAKAMA GROUP PLC
Quadrant House
33/45 Croydon Road
Caterham, Surrey CR3 6PB
T +44 (0) 1883 341144
F +44 (0) 1883 346699
E hello   @nakamaglobal.com
www.nakamaglobal.com Group at a glance
Our Markets
Nakama Group includes Nakama; a global recruitment consultancy for the digital technology and interactive media
industry, with offices in London, Hong Kong, Sydney and Melbourne. Nakama provides permanent and contract
recruitment services. Included within the Group is Highams Recruitment Limited which provides technology,
business and professional services professionals to the financial sector specialising in insurance and investment
management on a contract, interim and permanent basis. The Group’s main client base ranges from the niche
SME sector to larger corporate organisations.
Our Consultants, Contractors and Applicants
Our speciality is finding excellent career opportunities and assignments for senior IT , business and professional services
talent. We are constantly developing our relationships and networks to ensure we obtain the best available positions for
such talent, whilst ensuring that their skills and personalities are compatible with the needs of our clients.
Our People
At Nakama, we work hard to develop and maintain long-term relationships with our clients, contractors and applicants. T o do this,
we focus on the development and retention of our experienced staff to ensure they are among the most knowledgeable in the
industry , both in terms of recruitment best practice and the niche markets in which Nakama operates.
Contents
Page
Operating and financial highlights 1
Chairman’s statement 2
Chief Executive’s statement 3
Directors 4-5
Directors and advisers 6
Report of the Directors 7-9
Statement of Directors’ responsibilities 10
Corporate governance 11
Directors’ remuneration report 12
Independent auditor’s report 13-14
Consolidated income statement 15
Consolidated statement of comprehensive income 16
Consolidated balance sheet 17
Consolidated statement of changes in equity 18
Consolidated statement of cash flows 19
Notes to the financial statements 20-36
Company balance sheet 37
Notes to the company financial statements 38-41
Notice of meeting 42
Financial calendar 44 Nakama Group plc Annual report 1
Operating and ﬁnancial highlights
2012 2011
£’000 £’000
Revenue 13,298 9,020
Gross profit 2,743 1,630
Operating profit before exceptional cost, depreciation and amortisation 232 321
Operating (loss)/profit for the financial year (85) 313
(Loss)/profit for the financial year before tax (180) 303
Net current assets 332 495
Equity 1,969 801
(Loss)/profit per share (0.20)p 0.73p
Operational
 Group revenue increased by 47 per cent. To £13.3m (2011: £9m) primarily reflecting additional revenue from 
the acquisition of Nakama in October 2011
 Net fee income (NFI) improved by 68 per cent. To £2.74m (2011: £1.63m)
 Profit margins increased again to 20 per cent. (2011: 18 per cent.)
 Acquisition of Nakama and name change, integration in good progress
 Locations in Asia and Australia added through acquisition
 New specialisation in online and digital markets added through acquisition
 Contractors on site and permanent placements increasing overall
 Increase in new clients in specialist areas
 Integration of both companies’ back office functions completed and will show cost savings in the current year 2 Nakama Group plc Annual report
Chairman’s Statement
I am pleased to report our full year results to 31 March 2012, which have seen encouraging revenue progress
since the acquisition of Nakama and its integration with Highams to create Nakama Group plc (AIM: NAK).
Nakama provides a full range of specialist recruitment services to its clients, providing staff for the Web,
Interactive, IT and Digital Media sectors through the placement of contract and permanent staff across the UK,
Europe, Asia and Australia and post year end Singapore.
The company’s network of proven managers populating the Group’s offices in the UK, Hong Kong, Singapore,
Sydney and Melbourne, provides the Group with the potential for leveraging off its unique platform to rapidly
accelerate its drive into fast developing specialist markets over the coming years. The digital media industry in
particular is expanding globally at a very fast rate and the Board of Nakama believe that the Group is now well
positioned to take full advantage of this growth.
As part of the acquisition we are very pleased to have Stefan Ciecierski as our CEO, who provides expertise and
experience in building a global business. Stefan joined the Board from the date of acquisition in October 2011.
Strategy
Our strategy is to build from a strong base in the UK and expand both in our specialist areas internationally and
into targeted developing markets. London is a global leader in many of our chosen market sectors and
provides a strong hub from which to develop an international client base. Digital media recruitment both into
agencies and into corporate marketing departments continues to show no signs of slowing down and Highams’
traditional business providing technology, business and professional services to the insurance and financial
services sector remains strong and is increasingly digital.
Selective recruitment of new staff into the company, particularly at graduate level, has enhanced the levels of
activity required to meet the needs of our clients and delivery of our specialist services. We believe that the
Nakama Group offering and quality of our service is based upon our staffs’ deep understanding and knowledge
of our clients’ requirements and their markets.
We have achieved our strategy of growing strategically by acquisition and continue to look at other
opportunities globally. 
Financial Results 
Group revenue increased by 47 per cent. to £13.3m (2011: £9m), primarily reflecting the additional revenue
from the acquisition of Nakama Ltd in October 2011. Net fee income (NFI) improved by 68 per cent. to £2.74m
(2011: £1.63m), with profit margins increased again to 20 per cent (2011: 18 per cent). 
The operating profit before exceptional items (the acquisition of Nakama Ltd) was £232,000 (2011: profit of
£321,000), which was disappointing. The integration of both companies’ back office functions has been completed
and will show cost savings in the current year, but the consolidation and re-organisation of accounting and debt
financing took longer than expected. The Directors are not recommending the payment of a final dividend for the
year to 31 March 2012 (2011: nil), but a resumption in future dividend payments will be kept under review.
Executives and Staff
We remain a strong team of very knowledgeable long serving staff and we look forward to continuing to build
the new Nakama Group. I would like to acknowledge the loyalty and commitment of all the staff to the Group
and am extremely grateful for their efforts. Again I extend a very warm welcome to all new members of the
team and I look forward to their development and the future success of Nakama. 
Outlook
I am pleased by the merger of Highams and Nakama and the substantial progress seen during the year in
terms of integration and increased sales to create the Nakama Group and the subsequent appointment of
Stefan Ciecierski as Group Chief Executive. The next year will see a full year contribution from Nakama Ltd
and a contribution from recently opened businesses such as Singapore and Nakama Search, as well as many
new staff, recently recruited.  We look forward to continuing progress over the coming financial year which
should be reflected in an improved financial performance.
Ken Ford
6 August 2012 Nakama Group plc Annual report 3
Chief Executive’s Statement
Operational Review
Introduction
There are many technology recruitment companies around the world, most of which work in the IT operations
markets, but very few of any size work in the Digital Media sector. Nakama was developed with a specific aim to
service the growing online world.
The growth of all online technologies globally is too fast and too broad to accurately map; however, companies,
consumers and governments are increasingly communicating, trading and entertaining online. They are doing this
via desktop computers, or laptops, or smartphones or tablets, and the online world connects instantaneously
across vast geographies.
Access to the Internet and all it offers is the world of digital design, usability and technology and it is in this area
that Nakama is a unique service provider working across the UK, Europe, Asia and Australasia.
Digital Media require IT. In the past Nakama was unable to service clients needs in IT, but that has now changed
with the acquisition and being able to utilise the skills across the new Group. Our brands can now expand and
work with all its clients from the Group’s overseas locations. The price comparison industry in insurance is a good
example of where digital media and insurance come together in a very sophisticated way in the UK, but this
combination is only just starting to develop in Asia and Australia. 
In between the Web and IT operations is the rapidly expanding world of software into which Nakama Group will
seek to expand, particularly with regard to e-commerce and internet security.
Staffing Strategy
To grow the Group organically and in the most cost effective way, Nakama has been mainly hiring graduates with
little or no work experience and training them into consultants. This has been a successful and predictable way to
grow staff numbers. The UK current market conditions are favourable in that many high calibre graduates who
may have found work in previous years in management consulting or financial institutions are looking for careers in
recruitment.
The UK is the largest part of Nakama Group plc and I expect it will continue to be so for many years, as it is the
centre for much of what we do and it is a good location from which to support operations in Asia and Australasia,
as well as trading into mainland Europe. However, we are exploring significant growth opportunities in Asia where
we have experienced fast growth and where our clients are developing rapidly with the need to hire many
specialist people.
Expansion during the current financial year
The Group opened an office in Singapore in April to service the fast growing digital sector in South East Asia and it
also expects to open an office in Munich in the second quarter to address the IT needs of the growing German
financial services sector.
Nakama Search also opened in May this year through the acquisition of Libby Fisher Associates and this division
will target the senior level hiring needs of the UK digital and online markets. The board is also assessing the
viability of opening an office in Mainland China.
Nakama has a unique vision of its place in technology recruitment at a time when that sector is experiencing rapid
expansion. We will be opportunistic in terms of attracting individuals and teams of people into the Group, many of
whom I believe are seeing what we are achieving and wish to bring their skills into the Group.
Stefan Ciecierski
6 August 2012 4 Nakama Group plc Annual report
Directors
Eric Kenelm (Ken) Ford 
Non-Executive Chairman
Ken Ford has over 37 years of experience in the City. From 1993 he worked at T eather & Greenwood
stockbrokers serving as Head of Corporate Finance, Managing Director, Chief Executive Officer and
latterly as Deputy Chairman until retirement in 2007. Prior to this he worked as a director at Aberdeen
Asset Management and served for seven years as a director at Morgan Grenfell, as Head of
Research and Head of Corporate Finance at Morgan Grenfell Securities. Ken is a Fellow of the
Chartered Securities Institute and on the executive committee of the Quoted Companies Alliance. He
is also Chairman of Brainjuicer Group plc and other companies.
Stefan Oliver Ciecierski
Chief Executive Officer
Stefan Ciecierski joined the Group as CEO in October 201 1 along with the acquisition of Nakama Ltd having
previously been the CEO of Nakama. Stefan has been in recruitment almost 30 years most of which has
been focused on new technology markets around the world. He was previously MD at the PSD Group, CEO
at Accord Group and CEO at Aquent before being part of the founding partnership of Nakama. He has
started and built recruitment businesses in the UK, Europe, Asia and the US covering all recruitment
disciplines from contract to search.
Kerri Anne Sayers 
Chief Operating Officer
Kerri Sayers has been employed by Nakama (previously Highams) since 1994 when she initially
managed the finance department. She has since managed both the operation of the finance and
HR team through various Group acquisitions and disposals. She has been a director of the
company since 30 September 2008.
John Edward Higham 
Non-Executive Director and Deputy Chairman
John founded Highams (now Nakama) in 1983 after many years gaining experience of the
insurance market from an IT and business perspective, both within insurance company and
software house environments. John was Chief Executive of the Group until April 2000 when he
took up his current role. He has been a director of the company since 1 February 1983. Nakama Group plc Annual report 5
Mark de Lacy
Managing Director of Highams
Mark de Lacy has been employed by Nakama (previously Highams) since 1990. Originally
brought in for his sales experience, Mark rapidly progressed to a senior role, responsible for the
development of the Group’s major accounts within the Life and Pensions and Insurance sectors.
He moved into recruiting and developing successful sales teams before being appointed in 2007
to Sales Director, and Managing Director in September 2008. Mark continues to actively develop
new strategic accounts within specialist vertical markets. 
Robert James Sheffield 
Managing Director of Asia and Australasia
Rob Sheffield joined the Group as MD international along with the acquisition of Nakama having been a
founding member of that company . Rob worked alongside Stefan and Paul in Aquent for many years
pioneering Digital recruitment as a specialism and managing a team before leaving in 2009 and starting
Nakama. Rob now resides in Australia where he is building the Nakama Group presence in AP AC.
Paul Jonathan Goodship
Managing Director of Nakama London
Paul Goodship joined the Group as MD Nakama London along with the acquisition of Nakama
having also been a founding member of that company. Paul worked alongside Stefan and Rob
for many years in Aquent where he built their Digital marketing recruitment team through both
organic growth and acquisition. Paul manages the London operation which is Nakama’s largest
Digital recruitment team.  6 Nakama Group plc Annual report
Directors and advisers 
Company Registration Number: 1700310
Registered Office: Quadrant House
33/45 Croydon Road
Caterham
Surrey CR3 6PB
Directors: EK Ford (Chairman)
SO Ciecierski (Chief Executive Officer)
KA Sayers (Chief Operating Officer)
JE Higham (Non-executive and Deputy Chairman)
M de Lacy (Managing Director Highams)
RJ Sheffield (Director Nakama Asia and Australasia)*
PJ Goodship (Director Nakama London)*
Secretary: KA Sayers
Bankers: Lloyds TSB Commercial
1st Floor
39 Threadneedle Street
London EC2R 8AU
Nominated Adviser and Brokers: Seymour Pierce Limited
20 Old Bailey
London
EC4M 7EN
Registrars: Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Solicitors: Eversheds LLP
One Wood Street
London EC2V 7WS
Auditors: BDO LLP
2 City Place
Beehive Ring Road
Gatwick
West Sussex RH6 0PA
* Executive Directors of Nakama Limited. Nakama Group plc Annual report 7
Report of the Directors
The directors present their report and the audited financial statements for the Company and the Group for the year
ended 31 March 2012.
Principal Activity
The Group’s principle activity is Recruitment Services, but the Group’s focus has changed since the acquisition 
of Nakama in October 2011. The new Group target market remains the same, but its geographical spread is
expanding as the business takes advantage of the Nakama offices overseas. It is also in a position now to move
into the newer sectors of Financial Services that increasingly use the web to trade. Nakama is one of a very few
number of recruiters addressing the global opportunity for Digital and Online recruitment that is hiring for those
markets using traditional methods as they expand faster each year.
Results and Dividends 
The Group recorded a loss before taxation of £180,000. (2011: profit before taxation £303,000) on a revenue 
of £13.3m. (2011: £9m).
The directors do not recommend a final dividend (2011: nil).  No interim dividend was paid during the year
(2011: nil). 
Review of Business 
The Board has reviewed the detail of the business during the year, and in line with our strategy we continue 
to keep our costs firmly under control, while funding our organic expansion out of operating profit. Since the
acquisition in Nakama in October 2011 we have increased our office locations with Singapore and expects to open
an office in Munich to add to London, Hong Kong, Sydney and Melbourne.
The results show an increase in revenue and gross margin. The revenue increased by 47.1 per cent. with minimal
increase in the overhead costs, resulting in a pre tax loss of £180,000 which includes the acquisition cost.
We have a very skilled base of staff with longevity of service. Coupled with the new recruits we expect to continue
to build our service offering, along with increasing the international brand awareness of the business which
Nakama possesses.
The business continues to be well positioned to increase its sales activity with little further increase in
infrastructure costs. With the increase in business requirements being received from our clients, we believe that
we will see the benefits of this activity in the coming financial year. 
Our focus is clearly set on continuing to increase our contractor base, to support this we have recruited additional
staff into the resource and sales teams.  We provide in-house training and mentoring which is measured against
regularly set objectives with all staff. We have achieved new agreements with a number of very good quality
clients which relies upon the skills of our business development team and the client support services staff. 
We are actively looking to service our clients over the range of vertical niches covered by the new Nakama Group.
The increased confidence in our sector contributes to the Board’s belief that we are in an excellent position for the
future growth of our company. The Group’s management team and office infrastructure contain capacity to
increase the size of the business several times.
Key Financial Risks of the Group
Details of the Group’s financial instruments are given in note 20 to the financial statements.
Key Business Risks of the Group
Staff
Nakama has an excellent record of staff retention in the recruitment market. In a service company such as
Nakama, it is essential that high quality staff are recruited and then retained (through appropriate incentives,
focused training and a challenging but supportive environment) if client relationships are to be maintained and 
new customers won.  8 Nakama Group plc Annual report
Office Locations
Nakama has offices in the UK (2), Hong Kong and Australia (2), and it is essential we consider each location and
the operations management of these offices. We have a long standing relationship with the directors/managers of
these offices and are confident that we can trust in the ability of our team to be aligned with the Group’s ambition.
Clients
Clients may choose not to continue to use Nakama’s services if our service fails to meet the required standards.
We are committed to ensuring that the delivery of high standards and to retain our excellent relationships with
them. We may lose a client’s business if that client is acquired by a competitor. Importantly, longevity of service of
many Nakama’s staff helps provide clients with continuity of service with someone who has a detailed knowledge
of their needs; a big factor in helping retain clients. Since the acquisition we believe that we can also supply our
specialist services to our clients based internationally using our specialist market knowledge. 
Competition
There are many competing recruitment organisations and RPO’s (recruitment process outsourcing) companies.
It is very important that Nakama maintains and enhances its niche market approach in order to continue to
differentiate itself from most other such organisations.
Given that the permanent and contract applicants have many recruitment organisations from which to choose, the
risk is that they may choose not to register with Nakama. Nakama’s staff work hard to be knowledgeable about
their niche business and technical areas. By developing a network of clients, contractors and applicants relevant to
that niche, Nakama’s staff are better positioned to attract and help talented contractors and applicants than more
generalist agencies might be. Nakama’s database of such applicants and contractors continues to be an excellent
source for the business and processes are continually updated to ensure continuity. We also believe that the
acquisition gives Nakama the opportunity to increase its breadth of niche markets across the recruitment sector.
Directors   
The biographies of the current directors of the Group are set out on pages 4-5. The directors that served during
the year were:
E K Ford Non Executive Chairman
S O Ciecierski Chief Executive Officer
JE Higham Non Executive Director and Deputy Chairman
KA Sayers Chief Operating Officer
M de Lacy Managing Director Highams
RJ Sheffield Managing Director Nakama Asia and Australasia
PJ Goodship Managing Director Nakama London
Substantial shareholders   
As at 30 March 2012, the following substantial shareholdings have been notified to the Company:
Number of % of issued
shares share capital
EK Ford 13,802,857 11.32
S O Ciecierski 13,006,137 11.04
RJ Sheffield 13,006,137 11.04
PJ Goodship 13,006,137 11.04
MJ Gray 10,304,286 8.75
D &G Hart 9,787,719 8.31
JE Higham 9,269,078 7.60
Share option schemes 
Information regarding the Company’s share option schemes is given in note 22 to the financial statements.
Report of the Directors continued Nakama Group plc Annual report 9
Supplier payment policy   
The Group’s policy is to pay its contractors by direct credit within seven days of receipt of correct invoices.  
The Group’s policy with regard to other suppliers is to settle amounts due in accordance with the terms of payment
agreed when agreeing the terms of each transaction.  The trade and other payables days figure at 31 March 2012
was 42 (2011: 35).
Liability insurance for Company Officers  
The Company has maintained insurance cover for the directors against liability arising from negligence, default,
breach of duty and breach of trust in relation to the Company.
Auditors  
So far as the directors who were in office at the time that this Directors’ report was approved are aware, there is no
relevant audit information of which the auditors are unaware. Each such director has taken all reasonable steps to
make themselves aware of any relevant audit information and to establish that the auditors are aware of that
information.
A resolution to reappoint BDO LLP as auditors will be proposed at the Annual General Meeting.
This report was approved by the Board of Directors on 6 August 2012.
KA Sayers
Company Secretary 10 Nakama Group plc Annual report
Statement of Directors’ responsibilities
Directors' responsibilities for the financial statements
Directors’ responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with
applicable law and regulations. 
Company law requires the directors to prepare financial statements for each financial year. Under that law the
directors have elected to prepare the Group financial statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the European Union and the Company financial statements in
accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards
and applicable law). 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 of the Group and company and of the profit or loss
of the Group for that period.  The directors are also required to prepare financial statements in accordance with the
rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.  
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 they have been prepared in accordance with IFRSs as adopted by the European Union, subject
to any material departures disclosed and explained in the financial; 
 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 requirements of 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.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a
website.  Financial statements are published on the Groups’ website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the Group's website is the responsibility of the directors.  The
directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. Nakama Group plc Annual report 11
Corporate governance
The Board is committed to high standards of corporate governance so that the Company's management
procedures are transparent and clearly understood by those who work within the Company, and by those who
invest in it.  
The Board
The aim of the Board is to function at the head of the Company's management structures, leading and controlling
its activities and setting a strategy for enhancing shareholder value.  Regular strategy meetings are held to review
the Group's forward planning - vital in a rapidly changing market and technology environment.  
The Board currently consists of three executive directors and two non-executive directors.  The Company does not
have a Nomination Committee as such; the Board collectively undertakes the functions of such a committee. 
The Chairman and the Chief Executive Officer
These tasks are carried out by different individuals.  They have a clear understanding as to the split of
responsibilities between them, and they meet regularly on a one-to-one basis so that each is aware of the ideas
and actions of the other.  
Internal control
The Board has overall responsibility for ensuring that the Group maintains systems and internal financial controls
that provide them with reasonable assurance regarding the financial information both for use within the business
and for external publication, and that the assets are safeguarded.  
An ongoing process has been established for identifying, evaluating and managing the principal risks faced by the
Group.  The process has been in place for the full year under review and up to the date of approval of the annual
report and financial statements.  The Board regularly reviews the process.  
Audit committee
The Board collectively undertakes the functions of the Audit Committee which is chaired by John Higham.  
The terms of reference for the Audit Committee are to assist the Board in the discharge of its responsibilities for
corporate governance, financial reporting and internal control.  Its duties include maintaining an appropriate
relationship with the Company's auditors, keeping under review the scope and results of the audit and its
effectiveness. 
The Audit Committee has sole responsibility for assessing the independence of the external auditors, BDO LLP.
The committee has had due regard to the document published in May 2003 by the Institute of Chartered
Accountants in England and Wales (ICAEW) "Reviewing Auditors Independence: guidance for audit committee".
Each year the committee undertakes to seek reassurance that the external auditors are independent.  
Remuneration committee
This committee (Remcom), which meets at least twice a year, is chaired by Ken Ford; the Board collectively
undertakes the function of Remcom.  The Board has adopted a set of operational rules for Remcom which will be
available for inspection at the AGM.  
The Directors' Remuneration Report is on page 12. 
Going concern
After making appropriate enquiries, the directors consider that the Company has adequate resources to continue
in operational existence for the foreseeable future.  For this reason, they continue to adopt the going concern basis
in preparing the financial statements.   12 Nakama Group plc Annual report
Directors’ remuneration report
This report sets out the remuneration policies for the Group's executive directors.  It should be read in conjunction with
details of directors' remuneration in note 7 which forms part of the audited financial statements. The members of the
remuneration committee are identified on page 11. 
The members of the remuneration committee are independent of conflicts of interest arising from day to day running of
the business. The remuneration committee makes recommendations to the Board.
Remuneration policies 
The remuneration committee recommends to the Board a framework for executive remuneration. The remuneration
committee determines specific packages for each executive director including pension rights and compensation payments.
The general philosophy underlying the Group's remuneration policy for executive directors is the same as that applied
to all senior employees in order to encourage excellence. The basic components of remuneration are: salary and
benefits, cash bonuses, share schemes and pensions.
Salary and benefits
The remuneration committee studies independent reports and market trends in considering the level of salary and
benefits. It also takes into account experience, responsibility and performance.
Bonuses 
Bonuses may be awarded at the remuneration committee's discretion depending on Group performance and profits
within the relevant business area.    
Share schemes 
Details of all Company share schemes appear in note 22 to the financial statements.  
Mark de Lacy and Kerri Sayers were granted options on 2,070,530 each shares exercisable at 1.25p per share
pursuant to the Highams EMI Share Option Scheme.  The vesting of 50% (2,070,550) of these options was contingent
on the following condition; the gross profit of the Group for the year ended 31 March 2011 exceeds the gross profit for
the year ended 31 March 2009 by 10% The balance of the options are exercisable following the approval of the
audited consolidated accounts of the Company for the financial year ending 31 March 2011. 50% of these options
have now lapsed as the condition of increased gross profit was not met for the year. The options were granted by
Remcom on 21 November 2008; the share price was 1.25p. 
Mark de Lacy and Kerri Sayers were granted options on 690,184 each shares exercisable at 2.75p per share pursuant
to the Highams EMI Share Option Scheme. These options are exercisable following the approval of the audited
consolidated accounts for the financial year ending 31 March 2012 and were granted by the remuneration committee
on 7 September 2010; the share price was 2.75p.
Mark de Lacy and Kerri Sayers were also granted options on 345,100 each shares exercisable at 3.00p per share
pursuant to the Highams EMI Share Option Scheme. These options are exercisable following the approval of the
audited consolidated accounts for the financial year ending 31 March 2013 and were granted by the remuneration
committee on 7 July 2011; the share price was 3.00p.
Pensions 
The Group operates a defined contribution pension scheme, the contributions to which are set out in note 8 to the
financial statements.  
Service contract of the executive directors 
Stefan Ciecierski, Mark de Lacy and Kerri Sayers have service agreements terminable by the Company or by the
executives of not less than six months notice. 
Non-executive directors
Non-executive directors receive an annual fee in respect of their duties.  The fees are reviewed annually and are set
by the Board.  Their contracts are immediately terminable.  
KA Sayers
Company Secretary  Nakama Group plc Annual report 13
Independent auditor’s report
To the members of Nakama Group plc
We have audited the financial statements of Nakama Group plc for the year ended 31 March 2012 which comprise
the Consolidated Income Statement, the Consolidated Statement of Recognised Comprehensive Income, the
Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Statement of
Cash Flow and the related notes.  The financial reporting framework that has been applied in the preparation of
the group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as
adopted by the European Union.  The financial reporting framework that has been applied in preparation of the
parent company financial statements is applicable law and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice). 
This report is made solely to the company’s members, as a body, in accordance with sections 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 auditors
As explained more fully in the statement of directors’ responsibilities, 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 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 APB’s website at
www.frc.org.uk/apb/scope/private.cfm.  
Opinion on financial statements
In our opinion: 
 the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs
as at 31 March 2012 and of the group’s loss for the period 31 March 2012 then ended;
 the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
European Union;
 the parent company’s financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
 the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the directors’ report for the financial period for which the financial
statements are prepared is consistent with the financial statements.  14 Nakama Group plc Annual report
Independent auditor’s report continued
To the members of Nakama Group plc
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.
James Roberts (senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
Gatwick
United Kingdom
6 August 2012
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Nakama Group plc Annual report 15
Consolidated income statement
For the year ended 31 March 2012
2012 2011
Note £’000 £’000
Revenue 4 13,298 9,020
Cost of sales (10,555) (7,390)
Gross profit 2,743 1,630
Administrative expenses
Administrative costs excluding exceptional items (2,591) (1,317)
Exceptional items 12 (237) -
Total administrative expenses (2,828) (1,317)
Operating (loss)/profit 8(85) 313
Finance costs 5 (95) (10)
(Loss)/profit before tax (180) 303
Tax credit 9 - 200
(Loss)/profit for the period attributable to equity shareholders (180) 503
(Loss)/profit per share
Basic (loss)/profit per share from continuing operations 10 (0.20p) 0.73p
Diluted (loss)/profit per share from continuing operations 10 (0.20p) 0.71p
All of the above relate to continuing operations. 16 Nakama Group plc Annual report
Consolidated statement of
comprehensive income
For the year ended 31 March 2012
2012 2012
£’000 £’000
(Loss)/profit for the period (180) 503
Total comprehensive income for the period 
attributable to equity shareholders (180) 503 Nakama Group plc Annual report 17
Consolidated balance sheet
At 31 March 2012
Company number 1700310
2012 2010
Note £’000 £’000
Assets
Non-current assets
Intangible assets 11 1,297 –
Property, plant and equipment 13 39 5
Deferred tax asset 18 301 301
Total 1,637 306
Current assets
Trade and other receivables 14 3,146 1,592
Cash and cash equivalents 279 176
Total 3,425 1,768
Total assets 5,062 2,074
Current Liabilities
Trade and other payables 15 (2,035) (1,273)
Borrowings 16 (1,058) -
Total (3,093) (1,273)
Net Assets 1,969 801
Equity
Share capital 21 1,602 1,597
Share premium account 2,580 1,239
Merger reserve 90 90
Employee share benefit trust reserve (61) (61)
Currency reserve 4 4
Retained earnings (2,246) (2,068)
Total Equity 1,969 801
The financial statements were approved and authorised for issue by the Board of directors on 6 August 2012.
K A Sayers, Director J E Higham, Director 18 Nakama Group plc Annual report
Consolidated statement of changes in equity
As at 31 March 2012
Employee
Share Share Merger share benefit Currency Retained Total
capital premium reserve reserve reserve earnings equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2010 1,597 1,239 90 (61) 4 (2,573) 296
Share based payment credit – ––––22
Profit for the year ––––– 503 503
At 1 April 2011 1,597 1,239 90 (61) 4 (2,068) 801
Issue of New Shares 5 1,341 –––– 1,346
Share based payment credit – ––––22
Loss for the year ––––– (180) (180)
At 31 March 2012 1,602 2,580 90 (61) 4 (2,246) 1,969 Consolidated statement of cash ﬂows
For the year ended 31 March 2012
Note 2012 200
£’000 £’000
Operating activities
(Loss)/profit for the year before tax (180) 303
Depreciation of property, plant and equipment 13 9 8
Amortisation of intangible assets 11 71 -
Net finance costs 95 10
Changes in trade and other receivables (893) (301)
Change in trade and other payables (16) (399)
Net cash generated by operating activities (914) 419
Cash flows from investing activities
Acquisition of subsidiary cash 11a 52 –
Purchase of property, plant and equipment – (6)
Net cash generated by investing activities (52) (6)
Financing activities
Increase/(decrease) in borrowings 1,058 (231)
Finance cost paid (95) (10)
Net cash from financing activities 963 (241)
Net changes in cash and cash equivalents 101 172
Cash and cash equivalents, beginning of year 176 4
Exchange losses, cash and cash equivalent 2 –
Cash and cash equivalents, end of year 279 176
Nakama Group plc Annual report 19 20 Nakama Group Plc Annual report
Notes to the ﬁnancial statements
For the year ended 31 March 2012
1. Nature of operations and general information
Nakama Group includes Nakama; a global recruitment consultancy for the digital technology and interactive media
industry and also Highams; a technology and business information recruitment consultancy for the insurance and
investment management industry.
Nakama Group plc, a limited liability company, is the Group’s ultimate parent company. It is registered in England
and Wales. The address of Nakama Group plc’s registered office, which is also its principal place of business, is
Quadrant House, 33/45 Croydon Road, Caterham, Surrey CR3 6PB. The details of subsidiary undertakings are
listed in Note 6 to the Company Financial Statements.
Nakama Group plc’s shares are listed on the London Stock Exchange’s Alternative Investment Market (AIM).
Nakama Group plc’s consolidated full year financial statements are presented in British pounds (£), which is also
the functional currency of the ultimate parent company. 
2. Accounting policies
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU.
The financial statements have been prepared under the historical cost convention. The principal accounting
policies of the group are set out below.
The accounting policies that have been applied in the opening balance sheet have also been applied throughout
all periods presented in these financial statements.
The areas where significant judgements and estimates have been made in preparing the financial statements and
their effect are disclosed in note 3.
Going concern 
The financial statements have been prepared on a going concern basis. As at 31 March 2012 the group had net
assets of £1,969,000. It incurred a loss for the year of £180,000.
In considering the appropriateness of the going concern assumption the directors have taken into consideration:
1. Monthly operating and cash flow forecasts; and
2. Facilities available to the Group; 
The Group has funding arrangements with its principal bankers, linked to receivables, which expired in March
2011. The directors have been able to renew these facilities on a revolving basis and on similar terms. The Group
has also secured similar funding arrangements for Nakama Limited again with its principle bankers. The Group
has secured funding separately for Australia.
The directors are therefore confident that the Group will be able to continue as a going concern. No adjustments
have been made to the carrying values of both assets and liabilities that would be required were the going concern
assumption inappropriate.
Basis of consolidation 
The Group financial statements consolidate those of the company and all of its subsidiary undertakings drawn up
to 31 March 2012.  Subsidiaries are entities over which the Group has the power to control the financial and
operating policies so as to obtain benefits from its activities. The Group obtains and exercises control through
voting rights.
Unrealised gains on transactions between the Group and its subsidiaries are eliminated.  Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset transferred.   Nakama Group plc Annual report 21
Business combinations
Business combinations of subsidiaries are dealt with by the purchase method. The purchase method involves the
recognition at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at
the acquisition date, regardless of whether or not they were recorded in the financial statements of the subsidiary
prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the
consolidated balance sheet at their fair values, which are also used as the bases for subsequent measurement in
accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible
assets.  Goodwill represents the excess of acquisition cost over the fair value of the Group's share of the
identifiable net assets of the acquired subsidiary at the date of acquisition. 
The Group has elected not to apply IFRS 3 Business Combinations retrospectively to business combinations prior
to 1 April 2006.  
Accordingly the classification of the combination (acquisition, reverse acquisition or merger) remains unchanged
from that used under UK GAAP.  The carrying amount of capitalised goodwill at 31 March 2006 that arose on
business combinations accounted for using the acquisition method under UK GAAP was frozen at this amount.
Revenue 
Revenue represents amounts receivable for services provided during the accounting period net of trade discounts
and value added tax. Revenue in respect of contract placements is recognised in the period in which the
contractor undertakes the work. Revenue in respect of permanent placements is recognised in the period in which
a placement commences work.
Goodwill
Goodwill represents any excess of the cost of a business combination over the fair value of the identifiable assets
and liabilities acquired for acquisitions after 31 March 2006, together with goodwill recognised on transition to
IFRS on 1 April 2006.  
Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses. 
Other intangible assets
Computer software included at cost is amortised on a straight line basis over its useful economic life of two years.  Intangible
assets are recognised on business combinations if they are separable from the acquired entity or give rise to other
contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see
note 3 related to critical estimates and judgements below). Identified intangible assets comprise of customer relationships and
candidate database, which are amortised over a six and five-year period, respectively . 
Property, plant and equipment 
Property, plant and equipment are stated at cost net of accumulated depreciation and any provision for
impairment. Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of
property, plant and equipment over their estimated useful lives at the following rates:
Leasehold improvements - over remaining period of lease on a straight-line basis 
Computer equipment - 50% per annum on a straight-line basis
Furniture, fittings and office equipment - 25% per annum on a straight-line basis
Motor vehicles - 25% per annum on a reducing balance basis       
Impairment testing of goodwill, other intangible assets and property, plant and equipment
Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually on 31 March.
Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.  Where the carrying value of an asset exceeds its recoverable
amount the asset is written down immediately to its recoverable amount. Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
2. Accounting policies continued
Leased assets 
Rentals under operating leases are charged to the income statement on a straight-line basis over the lease term.
All of the Group’s current leases are operating leases.
Taxation
Current tax is the tax currently payable based on taxable profit for the year.
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance
sheet differs to its tax base, except for differences arising on:
 the initial recognition of goodwill; 
 the initial recognition of an asset or liability in a transaction which is not a business combination and at the 
time of the transaction affects neither accounting nor taxable profit; and 
 investments in subsidiaries and jointly controlled entities where the group is able to control the timing of the 
reversal of the difference and it is probable that the difference will not reverse in the foreseeable future. 
Deferred tax assets are recognised in the balance sheet only where it is probable that taxable profit will be
available against which the difference can be utilised.
Deferred taxation is measured at the tax rates that are expected to apply in the periods in which the asset is
realised or the liability is settled, based on tax rates and laws that have been enacted or substantively enacted 
at the balance sheet date. 
Foreign currencies
Transactions entered into by Group entities in a currency other than the currency of the primary economic
environment in which it operates (the “functional currency”) are recorded at the rate of exchange at the time of the
transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
reported at the rates of exchange prevailing at that date.  Exchange differences arising on the retranslation of
unsettled monetary assets and liabilities are recognised immediately in the income statement.
On consolidation the results of overseas operations are translated into sterling at rates approximating to those
ruling when the transactions took place.   All assets and liabilities of overseas operations are translated at rates of
exchange ruling on the balance sheet date. Exchange differences arising from this policy are recognised directly in
the currency reserve.
The Group has taken advantage of the exemption in IFRS 1 and has deemed cumulative translation differences
for all foreign operations to be nil at the date of transition to IFRS.  The gain or loss on disposal of these operations
excludes translation differences that arose before the date of transition to IFRS and includes later translation
differences.  
Pension costs
The Group operates a defined contribution pension scheme.  The pension cost expensed to the income statement
represents contributions payable by the Group to the pension scheme in the period.  
Financial assets
All of the Group’s financial assets are categorised as loans and receivables. 
The Group’s financial assets comprise trade receivables, other receivables, cash and cash equivalents.  Trade and
other receivables are measured initially at fair value and subsequently at amortised cost. Appropriate allowances
for estimated irrecoverable amounts are recognised in profit and loss when there is objective evidence that the
asset is impaired.
22 Nakama Group plc Annual report Nakama Group plc Annual report 23
Financial liabilities
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the group
becomes a party to the contractual provisions of the instrument.  The Group’s financial liabilities comprise trade
payables, other payables, and an interest bearing confidential invoice discounting facility. All financial liabilities are
measured initially at fair value and subsequently at amortised cost.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.  Bank overdrafts are included within current liabilities.
Employee share benefit trust
The cost of the company's shares held by the employee share benefit trust is deducted from equity in the
consolidated balance sheet. Any gain or loss received by the employee share benefit trust on disposal of the
shares it holds is also recognised directly in equity. Other assets and liabilities of the employee share benefit trust,
(including borrowings) are recognised as assets and liabilities of the group. Any shares held by the employee
share benefit trust are treated as cancelled for the purposes of calculating earnings per share.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the
income statement over the vesting period.  Non-market vesting conditions are taken into account by adjusting the
number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options that eventually vest.  Market vesting
conditions are factored into the fair value of the options granted.  As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. 
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to the income statement over the remaining vesting period.
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.
 "Merger reserve" represents the difference between the value of shares and the nominal value in accordance
with the requirements of Merger Relief under the Companies Act.
 "Employee share benefit trust reserve" represents the cost of the company's shares held by the employee
share benefit trust.
 "Currency reserve" represents the differences arising from translation of investments in overseas subsidiaries.
 "Retained earnings" represents retained profits less accumulated losses.
New standards, interpretations and amendments effective from April 2011
The new standards, interpretations and amendments, effective from 1 April 2011 have not had a material effect to
the financial statements.
Standards and interpretations to Existing Standards that are not yet effective and have not yet been
adopted by the Group.
The amendments and interpretation to published standards that have an effective date after 1 April 2011 or later
periods have not been adopted early by the Group and are not expected to materially affect the Group when they
do come into effect. Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
3. Critical accounting judgements and estimates
In preparing the financial statements it is necessary for the directors to make estimates and judgements about the
future. The key assumption made by the directors in the preparation of the financial statements this year concerns
the consideration of an additional deferred tax asset. The Group has again made profits before exceptional items,
depreciation and amortisation and is able to relieve some of its losses in determining its current tax payable for the
year, which is why it is anticipated there will be no current tax liability. Furthermore, because the directors are
confident of continued profitability it is still considered appropriate to recognise a deferred tax asset for the future
relief of the Group's remaining losses, with the amount recognised based on formalised budgets. However, the
actual amount of losses that will be relieved in future will be driven by the Group's actual profitability (including
periods beyond those for which formal budgets are prepared) and therefore the amount of the deferred tax asset
recognised this year may be greater or smaller than the actual benefit accruing to the Group. Details of the
Group's provided and un-provided deferred tax position are shown in note 9 and 18.
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is
determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the
choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary.
The fair values of customer relationships is determined by the net present value of the future cash flows contracted as at
the date of acquisition and estimated by management to be generated by the group’s key clients taking into account the
historic customer churn rate. In arriving at the future cash flows the relevant operating and working capital costs
associated with the revenue stream are taken into account. The fair value of the database acquired as part of a business
combination has been determined by management’s reasonable estimation of the value in use to the business.
4. Operating Segments
Operating segments are components of an entity about which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
There is only one operating segment being the provision of contract and permanent recruitment services. 
The Group also makes sales to Europe, Asia and Australasia. An analysis of sales revenue by geographical
market is given below:
Revenue by destination
2012 2011
£’000 £’000
United Kingdom 9,473 6,394
Europe 2,171 2,626
Asia and Australasia 1,654 -
13,298 9,020
Transactions with the Group’s largest customer equates to 16 per cent of the Group’s revenue, (2011: 29 per cent). 
5. Finance costs
Finance costs    
2012 2011
£’000 £’000
Invoice discounting facility 95 10
Other 1 –
96 10
24 Nakama Group Plc Annual report 6. Employees’ remuneration
(a) Staff costs 
Staff costs, including executive directors, during the year were as follows:
2012 2011
£’000 £’000
Wages and salaries 1,472 673
Social security costs 131 73
Other pension costs 17 15
Share based payment expense 4 2
1,624 763
(b) Staff numbers
The average number of persons employed during the year were as follows:
2012 2011
Number Number
Sales 24 14
Finance and administration 4 3
Management 7 4
35 21
7. Directors’ remuneration
Aggregate remuneration 
The total amounts for Executive Directors' remuneration of the Group and other benefits were as follows:
2012 2011
£’000 £’000
Emoluments 277 183
Money purchase pension contributions 16 14
293 197
Nakama Group plc Annual report 25 Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
7. Directors’ remuneration continued
(a) Directors’ Remuneration 
Money
purchase
Fees/basic Taxable Total pension
salary benefits emoluments contributions Total
2012 2012 2012 2012 2012
£’000 £’000 £’000 £’000 £’000
S Ciecierski from 14 October 2011 47 2 49 – 49
M de Lacy 106 7 113 8 121
K Sayers 80 8 88 8 96
Non-executive 
J Higham 12 – 12 – 12
K Ford 15 – 15 – 15
Aggregate emoluments 260 17 277 16 293
Money
purchase
Fees/basic Taxable Total pension
salary benefits emoluments contributions Total
2011 2011 2011 2011 2011
£’000 £’000 £’000 £’000 £’000
M de Lacy 86 3 89 8 97
K Sayers 64 6 70 6 76
Non-executive 
J Higham 12 – 12 – 12
K Ford 12 – 12 – 12
Aggregate emoluments 174 9 183 14 197
Total emoluments for key management personnel, including directors of the company listed on page 6, 
was £389,000 (2011: £197,000).
The highest paid director was Mark de Lacy (2011: Mark de Lacy).
All executive directors are employed under a service agreement which can be terminated at any time by either the
director or the company giving six months' prior notice.  The services of K Ford and JE Higham are secured by
letters of appointment, and these appointments can be terminated by the Company in general meeting at any time. 
(b) Directors' pension entitlements 
During the year, two directors were members of money purchase pension schemes (2011:two). Contributions paid
by the Company in respect of such directors are shown in part (a) of this note.  
(c) Directors’ Share options and interests
Details of directors’ share options and interests are shown in the directors’ report on pages (7 to 9).
26 Nakama Group Plc Annual report Nakama Group plc Annual report 27
8. Profit on ordinary activities before taxation
The profit on ordinary activities before taxation is stated after charging: 
2012 2011
£’000 £’000
The analysis of auditor’s remuneration is as follows: 
Audit fees payable to the Company’s auditor for the audit of: 
Company annual accounts 6 6
Group annual accounts 9 11
15 17
Other fees payable to the Company’s auditors:
Subsidiary companies 24 8
Tax compliance 9 3
Services relating to corporate finance transactions 42 –
90 28
Amortisation of intangibles 71 –
Depreciation of property, plant and machinery 9 8
Foreign exchange loss 5 22
Operating lease rentals:
Property 26 26
Plant and equipment 16 8
9. Income tax expense
2012 2011
£’000 £’000
Comprising:
Current tax charge/(credit) for period – –
Deferred tax asset – (200)
– (200)
The relationship between the expected tax expense based on the effective tax rate of the Group at 28% 
(2011: 28%) and the tax expense actually recognised in the income statement can be reconciled as follows:
2012 2011
£’000 £’000
Result for the year before taxation (180) 303
Expected tax expense (47) 85
Expenses not deductible for tax purposes 19 2
Differences between capital allowances and depreciation – 1
Income not subject to UK tax 15 –
Utilisation of tax losses (137) –
Losses carried forward (150) 11
Recognition of deferred tax asset not previously recognised – (299)
Total income tax credit – (200)
Please refer to note 18 for information on the entity’s deferred tax assets and liabilities.  Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
10. (Loss)/profit per share
2012 2011
Weighted Weighted
average average
number of Loss number of Profit
Loss shares per share Profit shares per share
£’000 ‘000 p £’000 ‘000 p
Basic (loss)/profit per share (180) 91,350 (0.20) 503 68,834 0.73
Diluted loss per share (180) 91,350 (0.20) 503 69,867 0.71
The weighted average number of shares excludes 4,325,071 (201 1: 3,634,781) shares held by the Employee Share Benefit
Trust and share options granted. 
11. Intangible assets
The amounts recognised in the balance sheet relate to the following:
Customer
Software Goodwill Relationships Database Total
£’000 £’000 £’000 £’000 £’000
Software
At 1 April 2011 80––– 80
Additions – – – –
Additions acquired through business combinations 7 487 647 227 1,368
At 31 March 2011 87 487 647 227 1,448
Amortisation/impairment:
At 1 April 2011 80––– 80
Charge for the year at 31 March 2011 1 – 50 20 71
81 – 50 20 151
Net book value 31 March 2012 6 487 597 207 1,297
11(a) Acquisition of Nakama
On 14th October 201 1 the Group acquired Nakama Limited for a consideration of £1.35 million. Nakama contributed £4,042,548
to revenue and £40,506 to profit before tax for the period between the date of acquisition and the year end.
The carrying value and the fair value of the net assets at the date of acquisition were as follows:
Recognised on
Carrying Value acquisition
£’000 £’000
Intangible Assets 5,420 879,820
Property, plant & equipment 42,663 42,663
Trade and Other Receivables 663,991 663,991
Cash and cash equivalents 52,480 52,480
Intercompany accounts (net) (25,072) (25,072)
Trade and other payables (755,002) (755,002)
Deferred tax liability ––
Net Assets Acquired 858,880
Goodwill arising on acquisition 487,255
Identified intangible assets comprise of customer relationships and candidate database, which are amortised over
a six and five-year period, respectively. Goodwill is attributable to a portion of acquisition synergies and assembled
workforce, which does not qualify for separate recognition.
28 Nakama Group Plc Annual report 11(b) Goodwill
The Goodwill arose on the acquisition of Nakama in October 2011. The business forms part of the Group with
effect from the date of acquisition.
The carrying amount of goodwill is summarised below
Goodwill on
consolidation
£’000
As at 31 March 2011 –
Additions at 14 October 2011 487
As at 31 March 2012 487
Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually on 31 March.
The recoverable amount of goodwill has been determined from value in use calculations based on cash flow
projections from formally approved 2013 budgets and projections covering the years to 31 March 2014. 
The discount rate which was applied was 21 per cent., the estimated weighted average cost of capital. Operating
margins have been based on past experience and future expectations in the light of anticipated economic and
market conditions and overheads, mainly salaries, are expected to increase in line with inflation.
12.    Exceptional Items
2012 2011
Exceptional Items £’000 £’000
Acquisition costs 237 –
237 –
Acquisition costs are in connection with the professional fees for the acquiring of Nakama on the 14th October
2011.
13. Property, plant and equipment
Furniture
fittings and
Improvements Computer office Motor
to property equipment equipment vehicles Total
£’000 £’000 £’000 £’000 £’000
Cost:
At 1 April 2011 75 96 62 – 233
Additions ––––
Acquisition of Subsidiary – 40 2 – 42
Disposals –––––
At 31 March 2012 75 136 64 – 275
Depreciation:
At 1 April 2011 75 90 62 – 227
Charge for the year –72–9
Disposals –––– –
At 31 March 2012 75 97 64 – 236
Net book value 31 March 2012 – 39 0 – 39
Nakama Group plc Annual report 29 Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
13. Property, plant and equipment continued
Furniture
fittings and
Improvements Computer office Motor
to property equipment equipment vehicles Total
£’000 £’000 £’000 £’000 £’000
Cost:
At 1 April 2010 75 89 61 – 225
Additions –6––6
Disposals –––––
At 31 March 2011 75 95 61 – 231
Depreciation:
At 1 April 2010 75 82 61 – 218
Charge for the year –8––8
Disposals –––––
At 31 March 2010 75 90 61 – 226
Net book value 31 March 2011 –5––5
Net book value 31 March 2010 –7––7
14. Trade and other receivables
2012 2011
£’000 £’000
Trade receivables 2,996 1,509
Other receivables 26 11
Prepayments and accruals income 124 72
3,146 1,592
All amounts are short-term. 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 and no provision (2011: £nil) has
been considered necessary. 
Some of the unimpaired trade receivables are past due as at the reporting date. The age of trade receivables past
due but not impaired is as follows:
2012 2011
£’000 £’000
More than one month but not more than 3 months 1,277 499
More than 3 months but not more than 6 months 324 8
More than 6 months but not more than 1 year 18 –
More than one year – –
1,619 507
30 Nakama Group Plc Annual report Nakama Group plc Annual report 31
15. Trade and other payables
2012 2011
£’000 £’000
Trade payables 1,249 781
Other taxes and social security costs 316 168
Other payables 200 185
Accruals and deferred income 270 139
2,036 1,273
All amounts are short-term. The carrying values are considered to be a reasonable approximation of fair value. 
The contractual maturity of trade payables is as follows:
2012 2011
£’000 £’000
0 to 30 days 1,064 738
31 to 60 days 101 38
61 to 120 days 85 5
1,250 781
All other financial liabilities including borrowings are repayable on demand.
16. Borrowings
2012 2011
£’000 £’000
Current liabilities
Bank overdrafts ––
Invoice discounting 1,058 –
1,058 –
The Group has confidential invoice discounting facilities of £2,000,000 (2011: £2,000,000). The facility is Group
cross guaranteed. The carrying values are to be considered to be a reasonable approximation of fair value.
17. Leases
Operating leases
The Group leases offices and equipment under non-cancellable operating leases. The total minimum lease
payments under non-cancellable operating leases are as follows:
2012 2011
Land and Land and
buildings Other buildings Other
£’000 £’000 £’000 £’000
Within one year – ––
After one year and less than five years 165 115 172 179
After five years ––––
165 115 172 179 Notes to the ﬁnancial statements continued
For the year ended 31 March 2011
17. Leases continued
Lease payments recognised as an expense during the year amount to £41,759 (2011: £33,800). No sublease
income is expected as all assets held under lease agreements are used exclusively by the Group.
The rental contract for the office building rented since July 2000 at Caterham has a lease which expired in March
2011. The lease has been renewed for a further 5 years, which includes a rent free period, reduced rent and with a
break clause after year three.
Operating lease agreements do not contain any contingent rent clauses. None of the operating lease agreements
contain renewal or purchase options or escalation clauses or any restrictions regarding further leasing. 
18. Deferred tax
Deferred tax recognised in the financial statements is set out below.
2012 2011
£’000 £’000
301 301
In accordance with IAS 12 “Income Taxes”, the deferred tax asset has been recognised to the extent that trade
losses will be recoverable against profits in the foreseeable future.
The temporary differences for which the deferred tax asset has not been provided in the financial statements is set
out below:
2012 2011
£ £
Losses 1,032,450 855,602 
Accelerated capital allowances 162,183 123,654
1,194,633 979,256
19. Related party transactions and controlling related party
The Group’s related parties comprise its Board of Directors. Details of the directors’ remuneration are given in note 7.
The Group has an outstanding loan owing to Stefan Ciecierski being brought forward from the acquisition of Nakama
Group; the balance owed at 31 March 2012 was £36,035.
20. Financial risk management objectives and policies
Financial instruments
The Group uses various financial instruments; these include cash and cash equivalents, 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 raise finance for the company's operations.
The main risks arising from the company's financial instruments are interest rate risk, liquidity risk, credit risk and currency
risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Interest rate risk
The Group finances its operations through a mixture of retained profit, bank borrowings and invoice discounting.
The Group borrows in pounds sterling and euros through the invoice discounting facility.
Cash deposits are non-interest bearing unless placed on money markets at over night rates. The overdraft
balances are offset against cash deposits in accordance with the facility and is managed such that no interest cost
is incurred. The invoice discounting facilities are charged at 1.65% above the UK base rate. The Group is therefore
exposed to changes in interest rates primarily through its invoice discounting facility. If the UK bank base rate
increased by 1% finance cost would increase by £3,370 (2011: £5,712)
32 Nakama Group Plc Annual report Nakama Group plc Annual report 33
20. Financial risk management objectives and policies continued
Liquidity risk
The Group manages its liquidity needs by carefully monitoring cash outflows due in day-to-day business. Liquidity
needs are monitored in various time bands including on a day-to-day and week-to-week basis, as well as on a
monthly basis. As at 31 March 2012 all of the Group’s financial liabilities are contractually due within 6 months of
the balance sheet date. The majority of working capital is provided through the invoice discounting facility,
additional draw down of these payments are directly related to the trade receivables. The Group’s liquidity needs
are assessed periodically. 
Capital management policies and procedures
The Group’s capital management objectives are:
 to ensure the Group’s ability to continue as a going concern; and
 to provide an adequate return to shareholders
by pricing its offerings commensurately with the level of risk.
The Group monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as
presented on the face of the balance sheet. Capital for the reporting years under review is summarised as follows:
Although Nakama Group plc is not constrained by any externally imposed capital requirements, its goal is to
maximise its capital to overall financing structure ratio. 
The Group sets the amount of capital in proportion to its overall financing structure and manages its capital
structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of
the underlying assets. 
2012 2011
£’000 £’000
Capital
Total equity 1,969 801
1,969 801
Overall financing
Total equity 1,969 801
Plus net borrowings 1,058 –
3,027 801
Capital-to-overall financing ratio 65% 100% 
Credit risk
The Group's principal financial assets are cash deposits and trade receivables. Risks associated with cash
deposits are low as they are held at banks with high credit ratings assigned by international credit rating agencies.
The principal credit risk lies with trade receivables. In order to manage credit risk the directors set limits for
customers based on a combination of payment history and third party credit references. Credit limits are reviewed
on a regular basis in conjunction with debt ageing and collection history. The group has historically not suffered
from significant bad debt problems. The Group’s principal bankers are Lloyds TSB Commercial, the Group’s
invoice discounting facility is also held with Lloyds TSB Commercial Finance. 34 Nakama Group plc Annual report
Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
20. Financial risk management objectives and policies continued
Currency risk
The Group trades within international markets. These transactions are generally priced and invoiced in Euros,
Hong Kong Dollar and Australian Dollar.
The table below shows the Group's currency exposures.  Such exposures comprise the monetary assets and monetary
liabilities of the Group that are not denominated in its functional currency of the transactions concerned. The exposures
which relate only to the sales ledger balance, purchase ledger balance and cash at bank were as follows:
2012 2011
£’000 £’000
Euro 179 250
Hong Kong $ 101 –
Australia $ (5) –
275 250
Subsidiaries trading in their own currency are at risk from translation differences on consolidation. The balance
sheets are consolidated at the exchange rate at the period end and therefore, net assets of those subsidiaries are
exposed to currency risk.
Summary of financial assets and liabilities by category
The carrying amounts of the Group’s financial assets and liabilities as recognised at the balance sheet date of the
years under review may also be categorised as follows:
Cash, Total for
loans and Non financial Financial Non financial balance sheet
receivables assets liabilities liabilities heading
2012 2012 2012 2012 2012
£’000 £’000 £’000 £’000 £’000
Balance sheet headings
Trade receivables 2,996 – – – 2,996
Cash at bank 279 – – – 279
Other receivables – 26–– 26
Prepayments – 124 – – 124
Trade payables – – (1,249) – (1,249)
Other taxes and social security costs – – – (316) (316)
Other payables – – (200) – (200)
Accruals – – (270) – (270)
Borrowings – – (1,058) – (1,058)
Total 3,275 150 (2,777) (316) 332 Cash, Total for
loans and Non financial Financial Non financial balance sheet
receivables assets liabilities liabilities heading
2011 2011 2011 2011 2011
£’000 £’000 £’000 £’000 £’000
Balance sheet headings
Trade receivables 1,510 – – – 1,510
Cash at bank 176 – – – 176
Other receivables 10 – – – 10
Prepayments – 72 – – 72
Trade payables – – (781) – (781)
Other taxes and social security costs – – – (168) (168)
Other payables – – (185) – (185)
Accruals – – (139) – (139)
Borrowings – ––––
Total 1,696 72 (1,105) (168) 495
The fair values of the financial assets and liabilities at 31 March 2012 and 31 March 2011 are not materially
different from their book values.
21. Share capital
At 31 March At 31 March
2012 2011
£’000 £’000
Authorised
42,921,300 Ordinary 5p shares
5,554,741,568 Ordinary 5p shares subdivided to 0.01p 555 555
31,875,868 Deferred shares at 4.99p 1,591 1,591
48,773,016 new ordinary 0.01p shares issued 5 -
2,151 2,146
At 31 March At 31 March
2012 2011
£’000 £’000
Allotted, called up and fully paid
Ordinary 5p shares
69,018,425 Ordinary 5p shares sub divided to 0.01p 7 7
31,875,568 Deferred shares at 4.99p 1,590 1,590
48,773,016 New shares issued 5 -
1,602 1,597
Number Number
Movement in ordinary shares
Total number of shares in issue 117,791,441 69,018,425
Deferred Shares
Deferred shares of 4.99p 31,875,568 31,875,568
The Deferred Shares do not carry any voting rights and do not entitle the holders to receive any dividend or other
distribution.
Nakama Group plc Annual report 35 Notes to the ﬁnancial statements continued
For the year ended 31 March 2012
22. Employee share schemes
(a) EMI option scheme
The EMI option scheme was amended with effect from 29 March 2007 in order to reflect legislative changes since
the scheme's creation in 2000. Options over 4,141,060 ordinary shares were granted on 21 November 2008 at an
exercise price of 1.25 pence per share. 50% of these options have since lapsed leaving 2,070,530 under option. 
Options over 1,380,368 ordinary shares were granted on 7 September 2010 at an exercise price of 2.75p per
share. Options over 690,200 ordinary shares were granted on 7 July 2011 at an exercise price of 3.00p per share.
The share based payment expenses for the period are shown in note 6 and is immaterial and therefore no further
IFRS 2 disclosures are given. 
(b) Employee Share Benefit Trust
An Employee Share Benefit Trust was established in November 1995 and its Trustees have the power to grant
options to eligible employees over shares in the Company at the Trust’s expense, and the Company's discretion,
upon such terms as they think fit and to purchase such shares to be acquired by the eligible employees.
The Company did not make any contributions to the Trust during the year (2011: £nil). The Trust holds 183,953
shares in the Company, with a market value of £4,369 (2011: 183,953 shares at a market value of £4,369). These
shares were purchased at a cost of £61,000.
No shares have been transferred to employees or were under option as at 31 March 2012. The Trust’s only other
asset at 31 March 2012 was cash at bank of £2,352 (2011: £2,368) which is included in the Group’s balance sheet
as part of cash and cash equivalents.  The Trust had no liabilities.
All other options granted in prior years have lapsed and no other types of options were granted in the year.
36 Nakama Group Plc Annual report Nakama Group plc Annual report 37
Company balance sheet
At 31 March 2012
Note 2012 2011
£’000 £’000
Fixed assets
Intangible assets
Tangible assets 5 – –
Investments 6 1,346 –
1,346 –
Current assets
Debtors: amount due within one year 7 80 63
Debtors: amount due greater than one year 7 1,164 1,460
Cash at bank and in hand 2 11
1,246 1,534
Creditors: amount falling due within one year 8 (159) (141)
Net current assets 1,087 1,393
Total assets less current liabilities being net assets 2,433 1,393
Capital and reserves
Called up share capital 9 1,602 1,597
Share premium account 10 2,580 1,239
Merger reserve 10 297 297
Employee share benefit trust reserve 10 (61) (61)
Profit and loss account 10 (1,985) (1,679)
Shareholders’ funds 2,433 1,393
The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2012.
KA Sayers, Director J E Higham, Director 
The accompanying notes on pages 38 to 41 are an integral part of these financial statements. Notes to the company ﬁnancial statements
For the year ended 31 March 2012
1. Principal accounting policies
Basis of preparation
The parent company financial statements are prepared under the historical cost convention in accordance with
applicable United Kingdom accounting standards. The particular accounting policies adopted are described below.
Tangible fixed assets
Tangible fixed assets are stated at cost net of depreciation and provision for impairment.  Depreciation is provided
on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value, of each asset
over its expected useful life as follows: 
Leasehold improvements - over period of lease
Computer equipment - 50% on cost per annum 
Furniture, fittings and office equipment - 25% on cost per annum 
Motor vehicles - 25% on written down value per annum
Investments
Investments are stated at cost less provision for impairment.
Leased assets
Rentals payable under operating leases being leases which do not result in the transfer to the company of
substantially all the risks and rewards of ownership of the assets, are charged to the profit and loss account on a
straight line basis over the lease term.
Taxation
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in respect of all timing
differences that have originated but not reversed by the balance sheet date except for deferred tax assets which
are only recognised to the extent that the company anticipates making sufficient taxable profits in the future to
absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the
profit and loss account over the vesting period.  Non-market vesting conditions are taken into account by adjusting
the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative
amount recognised over the vesting period is based on the number of options that eventually vest.  Market vesting
conditions are factored into the fair value of the options granted.  As long as all other vesting conditions are
satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied.  The cumulative
expense is not adjusted for failure to achieve a market vesting condition. Where the terms and conditions of
options are modified before they vest, the increase in the fair value of the options, measured immediately before
and after the modification, is also charged to the profit and loss account over the remaining vesting period.
Foreign currencies
Transactions in foreign currencies are recorded at the rate of exchange at the time of the transaction.  Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of
exchange prevailing at that date or, if appropriate, at the forward contract rate.  Any gain or loss arising from a
change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the
profit and loss account. 
38 Nakama Group Plc Annual report Nakama Group plc Annual report 39
2. Directors’ remuneration
Directors' remuneration has been disclosed within the directors report and Note 7 of the group financial statements.
3. Auditors' remuneration
Auditors' remuneration attributable to the company is as follows:
2012 2011
£’000 £’000
Audit fees – statutory audit 6 6
4. Loss for the financial year
The parent Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own
profit and loss account in these financial statements and is reporting under UK GAAP. The loss for the financial
year was £307,606 (2011: Loss of £53,422).
5. Tangible fixed assets
Furniture, fittings
Leasehold Computer and office
improvements equipment equipment Total
£’000 £’000 £’000 £’000
Cost:
At 1 April 2011 75 70 52 197
Additions ––––
Disposals ––––
At 31 March 2012 75 70 52 197
Depreciation:
At 1 April 2011 75 70 52 197
Provided in the year ––––
Eliminated on disposals ––––
At 31 March 2012 75 70 52 197
Net book amount: 
At 31 March 2012 ––––
At 31 March 2011 ––––
6. Investments
The amounts recognised in the Company’s balance sheet relate to the following:
£’000
Cost:
At 1 April 2011 –
Acquisition of Subsidiary 1,346
At 31 March 2012 1,346
Please refer to note 11(a) On page 28 For the information on the acquisition of Nakama on 14th October 2011. 40 Nakama Group plc Annual report
Notes to the company ﬁnancial statements
For the year ended 31 March 2011
Principal activity Class of shares held 
Subsidiaries 
Highams Recruitment Limited* Recruitment Ordinary
Highams Recruitment BV*,** Dormant Ordinary
RWP Recruitment Services Limited Dormant Ordinary
EquationHR Limited Dormant Ordinary
Highams Holding BV* Holding company Ordinary
Highams Share Scheme Trustee Limited* Trustee of Employee benefit trust Ordinary
Highams International Limited* Dormant Ordinary
Nakama Limited* Recruitment Ordinary
Nakama Hong Kong** Recruitment Ordinary
Nakama Sydney pty** Recruitment Ordinary
Nakama Melbourne pty** Recruitment Ordinary
Highams Recruitment Services (N.E.) Limited* Dormant Ordinary
All subsidiaries marked with a * are wholly owned by the Company
All subsidiaries marked with ** are incorporated outside the UK
7. Debtors
2012 2011
£’000 £’000
Amounts due from subsidiary undertakings 1,164 1,460
Other debtors 15 11
Prepayments and accrued income 65 52
1,244 1,523
The net balance of amounts due from subsidiary undertakings as shown above is repayable in more than one year.
8. Creditors: amounts falling due within one year
2012 2011
£’000 £’000
Bank overdraft – –
Trade creditors 50 51
Other taxes and social security costs 14 6
Accruals and deferred income 95 81
Other creditors – 3
159 141 Nakama Group plc Annual report 41
9. Reconciliation of movements in shareholders' funds
Employee share
Share Share Merger benefit Retained Total
capital premium reserve reserve earnings equity
£’000 £’000 £’000 £’000 £’000 £’000
At 1 April 2010 1,597 1,239 297 (61) (1,628) 1,444
Share based payment credit ––––22
Loss for the year –––– (53) (53)
At 1 April 2011 1,597 1,239 297 (61) (1,679) 1,393
New shares issued 5 1,341––– 1,346
Share based payment credit ––––22
Loss for the year –––– (308) (308)
At 31 March 2012 1,602 2,580 297 (61) (1,985) 2,433
10. Financial commitments
Land and Land and
buildings Other buildings Other
2012 2012 2011 2011
£’000 £’000 £’000 £’000
Annual Commitments under non-cancellable
operating leases expiring: 
Within one year –– ––
Between 2 and 5 years 26 60 25 50
26 60 25 50 42 Nakama Group plc Annual report
NOTICE IS HEREBY GIVEN that the annual general meeting of the Company will be held at the offices of
Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN on Thursday 6 September 2012 at 11.00am for 
the following purposes:
ORDINARY BUSINESS
1. To receive and adopt the financial statements for the year ended 31 March 2012, together with the Reports of
the Directors and of the Auditors thereon.
2. (a) To re-appoint BDO LLP as auditors to the Company, to hold office until the conclusion of the next general
meeting at which accounts are laid before the Company.
(b) To authorise the Directors to determine the remuneration of the auditors of the Company.
3. To re-appoint as a Director Stefan Ciecierski, who retires under Article 72 of the Company’s Articles of
Association, in accordance with the said Article 72.
4. To re-elect as a Director John Higham who retires by rotation, in accordance with Article 76 of the Company’s
Articles of Association.
To transact any other ordinary business of the Company.
Special Business
As special business, to consider and if thought fit pass the following resolutions which will be proposed as to
resolution 5 as an ordinary resolution and as to resolutions 6 and 7 as special resolutions:
5. THAT, subject to and in accordance with Article 6.2 of the Articles of Association of the Company, the board be
and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006
(in substitution for any existing authority to allot shares) to allot shares in the Company and to grant rights to
subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of
£3,926 (being approximately one third of the current issued share capital) provided that such authority shall
expire on the conclusion of the next annual general meeting of the Company after the passing of this
resolution, save that the Company may before such expiry make an offer or agreement which would or might
require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after
such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in
pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
6. THAT, subject to the passing of resolution 5 as set out in the notice of this meeting, and in accordance with
Article 6.2 of the Articles of Association of the Company, the board be empowered pursuant to section 570 of
the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the said Act) for cash
pursuant to the general authority conferred by resolution 5 as set out in the notice of this meeting as if section
561(1) of the said Act did not apply to such allotment, provided that this power shall be limited to allotments of
equity securities:
(i) in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the
holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly
as practicable) to their respective holdings, subject to such exclusions or other arrangements as the
Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical
problems under the laws of any territory or the regulations or requirements of any regulatory authority or
any stock exchange in any territory;
(ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of £589.0
Notice of Annual General Meeting Nakama Group Plc Annual report 43
and such power shall expire on the conclusion of the next annual general meeting of the Company after the
passing of this resolution save that the Company may before such expiry make an offer or agreement which would
or might require equity securities to be allotted after such expiry, and the board may allot equity securities in
pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
7. THAT, the Company be generally and unconditionally authorised pursuant to section 701 of the Companies
Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to
5,889,572 ordinary shares of £0.01 each in the capital of the Company (being approximately 5 per cent of the
current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of
the Company may from time to time determine, provided that:
(i) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per
cent above the average market value for the five business days before the date on which the contract for
the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade
and current independent bid as derived from the trading venue where the purchase was carried out or
less than £0.01 per share; and
(ii) the authority herein contained shall expire at the conclusion of the Annual General Meeting of the
Company to be held in 2013 or the date falling not more than fifteen calendar months from the date of this
resolution, whichever is earlier, provided that the Company may, before such expiry, make a contract to
purchase its own shares which would or might be executed wholly or partly after such expiry, and the
Company may make a purchase of its own shares in pursuance of such contract as if the authority
hereby conferred hereby had not expired.
By Order of the Board Registered Office:
Kerri Sayers Quadrant House
Secretary 33/45 Croydon Road
Caterham
Dated: 6 August 2012 Surrey CR3 6PB
Notes:
8. Any member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies (who need not be a member
of the Company) to attend and to vote instead of the member.  Completion and return of a form of proxy will not preclude a member from
attending and voting at the meeting in person, should he subsequently decide to do so.
9. In order to be valid, any form of proxy and power of attorney or other authority under which it is signed, or a notarially certified or office copy
of such power or authority, must reach the Company’s Registrars, Capita Registrars (Proxies), PXS, 34 Beckenham Road, Beckenham,
BR3 4TU, not less than 48 hours before the time of the meeting or of any adjournment of the meeting.
10. The right of members to vote at the Annual General Meeting is determined by reference to the register of members. As permitted by
Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold shares in uncertificated form) must
be entered on the Company’s share register at 11:00 a.m. on 4 September 2012 in order to be entitled to attend and vote at the Annual
General Meeting.  Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register
after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
11. Copies of the service contracts and letters of appointment of each of the Directors will be available for inspection at the registered office of
the Company during usual business hours on any weekday (Saturdays and public holidays excluded) and at the place of the Annual General
Meeting from at least 15 minutes prior to and until the conclusion of the Annual General Meeting. 44 Nakama Group plc Annual report
Last date and time for receipt of proxy for the Annual General Meeting 11.00 a.m. on 4 September 2012
Annual General Meeting 11.00 a.m. on 6 September 2012
Financial calendar