ICM Computer Group plc 
Annual report and accounts 2005 
Delivering business availability
ICM Computer Group plc  Annual report and accounts 2005 
ICM Computer Group plc
ICM House, Oakwell Way
Oakwell Park, Birstall
West Yorkshire WF17 9LU
www.icm-computer.co.uk ICM Computer Group plc
ICM delivers business availability services to
customers through its IT Assurance business model.
IT Assurance combines IT Solutions, IT Support and
Business Continuity services.
IT Assurance enables clients to implement innovative
business solutions with confidence. IT Assurance
allows companies to maintain optimum system
availability, 24 x 7. IT Assurance ensures that business
systems are safeguarded in every eventuality. 
Contents
01 Highlights
02 At a glance
04 Chairman’s statement
08 Chief Executive’s review
16 Financial review
18 Directors’ report
21 Officers and professional advisers
22 Corporate governance
27 Remuneration report
32 Independent auditors’ report
34 Consolidated profit and loss account
35 Balance sheets
36 Consolidated cash flow statement
37 Consolidated statement of total 
recognised gains and losses
37 Consolidated reconciliation of 
movements in equity shareholders’ funds
38 Statement of accounting policies
40 Notes to the accounts
54 Notice of AGM
The paper used in this report is fully recyclable and meets strict environmental
standards. The pulp used to produce the paper derives from well-managed
sustainable forests and is processed at an ISO 14001 and EMAS accredited mill.
ISO 14001 and EMAS are international standards that specify a process for
controlling and improving a company’s environmental performance.
Designed and produced by College Design www.collegedesign.com
Printed by Royle Corporate Print 01
ICM Computer Group plc
Annual report and accounts 2005 Highlights
Turnover – IT Solutions
(£m)
2001 2002 2003 2004 2005
41.4
37.4
40.4
33.1
28.6
Turnover – Business Continuity
(£m)
2001 2002 2003 2004 2005
5.0
6.7
9.2
12.0
14.0
Turnover – Whole Group
(£m)
2001 2002 2003 2004 2005
66.6
68.9
77.8 77.5 77.6
Turnover – IT Support
(£m)
2001 2002 2003 2004 2005
20.2
24.8
27.8
32.4
35.0
Net cash inflow from operating 
activities (£m)
2001 2002 2003 2004 2005
5.0
5.5
10.1
11.5
9.2
Highlights
● T urnover £77.6m (2004: £77.5m)
● Operating profits (before amortisation) up 10% to £6.1m (2004: £5.5m)
● Profit before tax (before amortisation) up 3% to £5.2m (2004: £5.0m)
● Profit before tax £4.4m (2004: £4.4m) after higher interest charge following
investments
● Adjusted basic earnings per share up 7.5% to 18.6p (2004: 17.3p)
● Proposed final dividend 2.35p, total for year up 4% to 3.60p (2004: 3.45p)
● Continued strong organic growth from Business Continuity – turnover up 18%
● Continuity centres at Bristol and Glasgow opened and London doubled capacity
● 85% (2004: 82%) of gross profits now coming from contracted revenue
● Good forward visibility – £23.4 million already booked for first half 
of current financial year  02
ICM Computer Group plc
Annual report and accounts 2005 At a glance
ICM Computer Group plc
At a glance
Our IT Assurance services
provide the strategy and
capability to address our
customers’ total business
availability needs. 
Our target marketplace is to
service small and mid sized
customers, however larger
customers also find the
combination of our services
attractive.
01 Aberdeen
02 Birmingham 
03 Bristol 
04 Dartford
05 Glasgow
06 Halesowen 
07 High Wycombe
08 Hull
09 Inverness
10 Leeds Datacentre
11 Leeds Head Office
12 London
13 London City
14 Manchester
15 Manchester Salford
Quays 
16 Newmarket
17 Nottingham
18 Sevenoaks
19 T eeside
20 Wakefield
National coverage
ICM’s national network places 
its resources within 2 hours of 98% 
of UK business.
09
05
19
08
10
11
20
14
15
17
02
06
16
07
1312
04
18
03
01 03
ICM Computer Group plc
Annual report and accounts 2005 At a glance continued
IT Support IT Solutions Business Continuity
ICM provide high quality
managed services.
Managed Services encompass 
a wide range of hardware and
software support, helpdesk,
remote network management,
hosting and outsourcing 
of IT departments.
IT Support turnover
£35.0m
This activity is based on long term
ongoing contracts typically
between 1 and 3 years duration.
“The major strength of our IT
Support services is the breadth
of multi-vendor capability,
delivered through dedicated
support personnel operating
throughout the UK.”
ICM provide project based 
IT infrastructure and 
business solutions.
Project based infrastructure
solutions includes consultancy and
professional services, hardware
integration and supply, industry
standard software integration,
storage solutions, data connectivity
and complex networking solutions.
IT Solutions turnover
£28.6m
This activity is project based work.
“The business offers considerable
breadth in professional services,
IT infrastructure and data
connectivity to the commercial
and education marketplace.”
ICM provides high quality
Business Continuity services.
Business Continuity includes
continuity planning, equipment
recovery, hosted data recovery,
mobile data centres and
alternative office facilities.
Business Continuity turnover
£14.0m
This activity is based on long 
term ongoing contracts, typically
between 3 and 5 years duration.
“The Group provides effective
Business Continuity services in
the event of loss of use of IT or 
office facilities.” 04
ICM Computer Group plc
Annual report and accounts 2005 Chairman’s statement
For the third year ICM has modestly improved its profitability
on broadly unchanged turnover. Far from indicating
stagnation, this performance disguises a number of very
important shifts in the shape and nature of the Group’s
business and the markets it serves. 
Two of our three operations have had to contend with
considerably heightened competition in markets where
customers demand and receive ever greater value from
products and services. To have rebalanced the business mix
of the Group against this background without suffering 
a profits reverse is a considerable achievement. To have
managed this whilst investing heavily in our rapidly growing
Business Continuity division, without recourse to
shareholders, is proof of the tight financial controls and
impressive operational management across the Group.
This was a very good performance.
Financial results
Group turnover for the year remained virtually unchanged 
at £77.6 million. As in the previous financial year, there was 
a managed reduction in our IT Solutions operations, whilst
the Business Continuity operations again achieved strong
organic growth, up 18%. IT Support revenues grew by 8%,
with the full first year from the ITM Support Services
business (acquired in December 2003), complementing
a modest increase in underlying activity in this division.
Gross profits held up well during the year in all three of our
operations with margins in both IT Solutions and Business
Continuity increasing during the year. Overall, the quality
of our earnings increased again with 85% (2004: 82%) of our
gross profits now being derived from our contract based
activities in IT Support and Business Continuity.
Strong cash generation remains a feature of the Group.
While swings in working capital, presented in more detail
in the financial review, left net cash inflow from operating
activities lower at £9.2 million (2004: £11.5 million), this
comfortably exceeded Group net capital investment of
£5.4m, enabling a reduction in Group borrowings in the
second half of the year.
Operating profits (before amortisation) increased by nearly
10% to £6.1 million. This compares with 5% growth at this
level in the previous financial year. This acceleration was 
due in part to the ITM acquisition and a greater contribution
from our Business Continuity activities partially offset by
lower contribution from the IT Solutions operation. 
Chairman’s statement
Graham Meek
Chairman 05
ICM Computer Group plc
Annual report and accounts 2005 Chairman’s statement continued
Profit before tax and amortisation increased by 3% to 
£5.2 million, despite a 72% rise in the net interest charge 
as the Group continued its investment programme to roll
out UK-wide Business Continuity facilities. Profit before tax
rose to £4.44 million (2004: £4.38 million).
Dividend
While continuing to pursue the strategy of investment in the
Business Continuity Centres, the Board remains committed
to at least maintaining the real value of dividends paid to
shareholders. Accordingly, the Board is recommending 
a 4% increase in the final dividend to 2.35 pence per share
(2004: 2.25 pence per share). This gives a total dividend for
the year of 3.60 pence per share (2004: 3.45 pence per
share). Subject to shareholder approval, the final dividend
will be paid on 24 November 2005 to shareholders on the
Register on 28 October 2005.
Investment programme
Shareholders will be aware of the continuing and rapid
expansion of our Business Continuity centre network. This
programme has continued as planned in 2004-2005.
Our tenth site, near the M4/M5 interchange on the outskirts
of Bristol, was opened in July 2004. Sales have continued 
to build steadily for this centre through the year.
The extension to our inner London Business Continuity centre
in Wapping, East London, was announced in April 2004. 
This new capacity, which doubled the original facility, was
opened on schedule in February 2005. T aken together with
our earlier investments in centres in the Thames Valley and 
in Sevenoaks, Kent, this has greatly extended the market
reach of ICM’s Business Continuity services in the South-East
and enables us to provide facilities to customers pursuing 
an inner and outer London business continuity strategy.
We announced a further Business Continuity centre for
Central Scotland based in Hamilton in April 2005 and the
first phase of this facility opened in August 2005. The
remainder of the building will open in phases throughout
this calendar year and interest in the centre has been strong. 
Strategy
Our strategy of building a UK-wide business continuity
presence which we have been pursuing since flotation in
1998 is now starting to mature at a time when there is
heightened awareness of the requirements for business
continuity.
Our credibility in this market and the expanded geographic
reach has brought ICM into contention to supply Business
Continuity services to a new class of larger customer,
typically on a UK-wide basis. We plan to drive the business
forward towards completion of the roll-out.
ICM people
This is my first statement to shareholders since being
appointed Chairman at the end of February 2005. It is an
appropriate occasion therefore, on behalf of the whole
Board, to thank my predecessor, George Hayter, for his
leadership through and since the flotation of the company
in 1998. 
In May we welcomed Martin Clark as a non-executive
director. He has extensive Board level experience, both 
as the finance director of two FTSE-100 companies, and
subsequently in a number of non-executive positions. 
He has become Chairman of the Audit Committee.
Achieving the Group’s objectives through continuing 
to provide our clients the dependability of service they
properly expect would be impossible without the hard work
and dedication of our staff throughout the UK. The Board
are most appreciative of the efforts of the whole team in
maintaining the high standards that ICM is renowned for.
“T o have rebalanced the business 
mix of the Group without
suffering a profits reverse is 
a considerable achievement.” 06
ICM Computer Group plc
Annual report and accounts 2005 Chairman’s statement continued
Forthcoming Board changes
At the time of the release of the preliminary figures on 
26 September, it was announced that our Chief Executive,
Barry Roberts would be stepping down and would not be
seeking re-election to the board at the AGM on 15 November.
He will be succeeded by Steve Wainwright, currently Finance
& Commercial Director, on that date.
Barry founded the Group in 1986 and has led the Company
through its subsequent growth and development including
the successful listing of the Company’s shares on the
London Stock Exchange in 1998. Following the completion
of the hand-over process by the AGM, he has agreed to
remain available to ICM in a consultancy capacity for 
a period. The Board has already started the process of
recruiting a finance director to succeed Steve Wainwright. 
On behalf of all the directors, I would like to express our
gratitude to Barry for all he has done and achieved for 
ICM over the last 19 years. His vision and commitment 
have positioned the Group as one of the UK’s leading 
IT services companies.
Outlook
Our IT Solutions business which represented 52% of the
Group’s turnover three years ago, accounted for 37% in 
the financial year just ended. However, as higher margin
professional services business has supplanted hardware 
sales the quality of these earnings has risen. Sustaining 
this smaller, but more resilient, operation in a highly
competitive market is a key management focus. 
In IT Support, there are different challenges and
opportunities. Certain basic maintenance and support 
work has become commoditised and highly price
competitive. However, ICM’s management had anticipated
this trend. The acquisition of ITM Support Services has
successfully extended ICM’s service offering from the
desktop to mid-range enterprise hardware. The Board 
is alive to other acquisition opportunities in this area, 
but these must first meet the target of being earnings
enhancing, as well as being a good strategic fit.
Within Business Continuity the emphasis remains on
organic growth. The Group’s national coverage is unrivalled
in the scope and flexibility it offers to both domestic and
international clients. Increased regulation and uncertain
times are prompting more and more businesses to 
re-examine their business continuity plans. While contract
negotiations can be prolonged and complex in this area, 
the prospect list is strong and once signed up clients tend 
to remain contracted to ICM for long periods. 
Our Business Continuity operations have started to mature
and have gained the critical mass required to operate in this
marketplace. The IT Support and IT Solutions marketplaces
are highly competitive. However, we are confident of the
Group’s strengths and offerings to compete effectively 
but as ever we recognise the need for vigilance on costs 
and persistence in clinching new business opportunities. 
The year has started with forward revenues booked in 
IT Support and Business Continuity operations of 
£23.4 million for the first half of the current financial year
and a healthy pipeline of business in IT Solutions. Overall,
the Board views the coming year with confidence.
Graham Meek
Chairman
Chairman’s statement 07
ICM Computer Group plc
Annual report and accounts 2005 Chairman’s statement continued
“Overall, the Board 
views the coming 
year with confidence.” 08
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review 
The Group continues to focus on the delivery of business
availability to its customers. The ‘always on’ business
environment in which most customers operate demands
total availability from their IT systems and processes.
However, it is not just availability of IT systems which
determine a company’s ability to run its business. Availability
of business infrastructure, particularly premises and
telecoms, is equally important. Our IT Assurance services
provide the strategy and capability to address customer’s
total availability requirements.
Our IT Assurance services are very attractive to small and
medium sized enterprises that may have limited internal IT
management resources. However, our Business Continuity
division also attracts larger customers seeking the depth 
and geographic coverage which that business offers. 
Chief Executive’s review
Barry Roberts
Chief Executive 09
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued 10
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued
...we give our customers 
the confidence of optimum
system availability around
the clock. IT Support
Turnover in our IT Support business grew by 8% to £35.0
million (2004: £32.4 million). This was a good performance
in a very competitive environment.
Visibility in this area continues to be good, with £16.2 million
of revenues in the division already committed for the first
half of the current financial year. Gross profits in IT Support
rose by 7%, which is slightly less than the turnover growth,
due to lower margins on contracts secured during the year.
The need for reliable and cost effective IT systems has never
been more important to our customers. The contracted
support and managed services products assist customers 
in providing this cost effective high ongoing availability from
their IT infrastructure. The major strength of our IT Support
services is the breadth of multi-vendor capability and the
fact that its services are delivered by a dedicated support
personnel operating through 14 support centres located
throughout the UK.
At the last interim stage we stated that in the current
financial year, Hewlett Packard had indicated that it would
look to execute previously subcontracted non-HP business
internally, following the acquisition of the Synstar business
last year. This will lead to lower subcontract business from
Hewlett Packard in the Group’s current financial year. 
We continue to win quality business in what continues to be 
a very difficult marketplace. However, the new financial year
started from a lower point and therefore this is likely to affect
the year-on-year rate of growth of the IT Support Division. 
11
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued
IT Support 12
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued
IT Solutions 
Turnover in the IT Solutions business fell by 14% to 
£28.6 million (2004: £33.1 million), as a result of lower
volumes in the low margin desktop supply business partially
offset by higher activity in the consultancy and value added
business. As a result of this gross profit only fell by 11%.
Our IT Solutions division delivers a wide range of IT
infrastructure and business solutions to the commercial and
education marketplaces with Consulting services provided
through the Group’s Professional Services operation.
The business offers considerable breadth in professional
services from line of business applications based upon
Microsoft Business Solutions products, through to complete
IT infrastructure design. Core strengths in infrastructure
design involve HP , IBM, Cisco, Microsoft, Novell, Citrix, and
Linux technologies. Our network competencies are backed
by manufacturer accreditations and include the capability
for network design, configuration and installation services
on local area networks, wide area networks, storage network
solutions and IP telephony installations. The Group’s strength
in networking and telecoms is complemented by further
contracted services in the area of Internet Service Provision. 
Our continued concentration on delivering more margin
rich professional services is allowing us to reshape this
business successfully. We continue to monitor headcount
and activity levels in this division against market opportunity.
Market conditions remain extremely competitive. However,
quotation activity continues to be healthy and this division
continues to perform in line with the Board’s expectations. 
IT Solutions 13
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued
...our focus on their business
needs gives our customers the
confidence to implement
innovative business solutions. 14
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued
“T he environment for business
continuity is maturing and 
a properly constituted risk
management plan is now
becoming the norm rather than
the exception.” 15
ICM Computer Group plc
Annual report and accounts 2005 Chief Executive’s review continued
Business Continuity
The Business Continuity division grew turnover by 18% to
£14.0 million (2004: £12.0 million). The contracted base 
has continued to grow, assisted by increasing regulatory
pressure and awareness of our Business Continuity services.
Gross profits in this activity rose by 25% as a result of better
utilisation of Business Continuity centres.
The division continues to benefit from the Group’s
investment programme over the last few years which has
created a UK-wide network of 11 Alternative Workplace 
and Data Hosting centres together with UK-wide Mobile
and Relocatable Business Continuity services.
ICM offers four types of Business Continuity services: 
• Relocatable Recovery provides for smaller IT equipment
to be shipped to and installed on the customer’s site in
the event of a disaster; 
• Mobile Recovery utilises ICM’s fleet of mobile computing
data-centres which can be deployed to a customer site 
in the UK following a disaster; 
• Recovery Hosting facilities provides data access to
managed data centres with resilient high speed
communications links; and, 
• Alternative Workplace Recovery allows customers to
relocate staff to a specified office configuration,
including computer networks and office equipment,
within a Business Continuity centre in the event that 
a customer’s offices become unusable through some
unexpected event or disaster. 
In July 2004 we opened our Business Continuity centre in
Bristol, the Group’s tenth Business Continuity centre. This
site underwent a specialist refit following its acquisition in
November 2003 and provides up to 400 recovery positions
together with datacentre capability. The site is based close
to the M4 and M5 junction and to the Bristol Parkway 
main-line railway station. 
In February 2005 we opened our expanded London Business
Continuity centre which doubled the capacity at the
Wapping site. Following a specialist refit, the site capacity
was increased from 250 to 500 recovery positions together
with additional high availability and data hosting capability.
We now offer over 1,000 recovery positions serving inner
and outer London.
In April 2005 we announced the Group’s first Business
Continuity centre in Scotland. The centre will provide up to
500 syndicated recovery positions together with 6,000
square feet of Datacentre facilities. The centre is located in
the Hamilton International Technology Park 20 minutes to
the South of Glasgow, close to the M74 and M8 motorways
and Glasgow’s new southern orbital road. The first phase 
of the centre opened in August 2005 and the remaining
phases will open over the remainder of this year.
The environment for business continuity is maturing and
provision of facilities as part of a properly constituted risk
management plan is now becoming the norm rather than
the exception. We are increasingly seeing mid-sized
companies making provision for business continuity services
and larger corporates viewing ICM credibly when looking 
at their business continuity provision because of the spread
and depth of the Group’s services. 
The Group’s sales pipeline and activity levels remain high 
in this division. Our order book continues to be strong with
£7.2 million of revenues in the division already committed
for the first half of the current financial year.
Summary
Our business model is continuing to find favour in an
environment where existing IT departments seek to provide
total IT availability within affordable parameters and where
single source supply arrangements are sought by increasingly
more customers. 
The drivers in the business continuity marketplace continue
to strengthen and the barriers to entry to that marketplace
are substantial. We continue to drive our business towards
the completion of the investment in our business continuity
division to take advantage of the opportunity which exists
and we believe will continue to grow. We see this as a key
feature of our ongoing strategic development.
We also continue to seek earnings enhancing acquisitions
which will strengthen our business model and add critical
mass to our contracted operations which tend to benefit
from economies of scale.
Barry Roberts
Chief Executive
Business Continuity 16
ICM Computer Group plc
Annual report and accounts 2005 Financial review
Trading results
Group turnover for the financial year remained unchanged at
£77.6 million (2004: £77.5 million). The mix of the Group’s
business continued to change during the year as more of the
Group’s activity was accounted for by the contract-based
businesses of IT Support and Business Continuity. 
Our IT Support operations grew well during the year with
turnover up by 8% to £35.0 million (2004: £32.4 million)
helped by the inclusion of a full year from ITM, which was
acquired in the last financial year.
Turnover in our IT Solutions division declined by 14% to
£28.6 million (2004: £33.1 million) and now represents just
37% of Group turnover compared to 52% in 2003. 
Business Continuity continued to grow strongly during 
the year with turnover up by 18% to £14.0 million (2004:
£12.0 million) as a result of the continuing sell through of
the Business Continuity centres. 
Gross profits from all three activities held up well during 
the year. The quality of the Group’s earnings again increased
during the period with 85% (2004: 82%) of gross profits
derived from the ongoing contracted revenue in the IT
Support and Business Continuity operations.
Operating profits (before amortisation) rose by 10% to 
£6.1 million (2004: £5.5 million) as a result of higher
contribution levels coming through from the Business
Continuity operations partially offset by lower contributions
from the IT Solutions operation. This compares with 5%
growth last year. 
Profit before tax and amortisation increased by 3% to 
£5.2 million (2004: £5.0 million), despite a 72% rise in the
net interest charge to £890,000 (2004: £518,000) as the
Group continued its investment programme to roll out UK-
wide Business Continuity facilities. Profit before tax rose to
£4.44 million (2004: £4.38 million).
Adjusted basic earnings per share, which reflects trading
results and therefore excludes amortisation of goodwill, 
rose 7.5% to 18.6 pence (2004: 17.3p). Fully diluted earnings
per share rose to 14.9p (2004: 14.0p). 
Financial review
Stephen Wainwright
Finance and Commercial Director 17
ICM Computer Group plc
Annual report and accounts 2005 Financial review continued
Share options and taxation
We issued 403,000 shares as a result of options exercised
during the year at prices ranging from £0.70 pence to £1.80.
We also claimed Schedule 23 relief for share options exercised
which allows us to offset the gain on exercise against our
Corporation T ax liability and as a result our effective tax rate
was reduced by 6% for the current year.
Cash flow and net debt
Cash generation continued to be strong with net cash inflow
from operating activities of £9.2 million compared with 
£11.5 million in the previous year. The lower cash flow this year
is as a result of working capital movements resulting from
increased capital expenditure and represents 152% (2004:
208%) of operating profit before amortisation of goodwill.
Net cash flow and movements in net debt during the year were:
£m
Opening net debt (13.3)
Net cash generated from trading 9.2
Interest, tax and dividends (2.9)
Net capital expenditure (6.3)
Issue of shares 0.3
Closing net debt (13.0)
The Group’s freehold property portfolio has a net book
value of £22.3 million at 30 June 2005. Net interest for the
year of £0.89 million was covered 6.8 times by operating
profit before amortisation of goodwill.
Investment
The capital expenditure of £6.4 million was primarily used
to further expand the capability of the Business Continuity
operation with developments in Bristol, London and Glasgow.
We reduced borrowings in the second half of the year 
so that at the end of the year, net debt was £13.0 million
(2004: £13.3 million).
Dividend
The Board has recommended an increase in the final dividend
to 2.35 pence per share (2004: 2.25 pence per share). This
gives a total dividend for the year of 3.60 pence per share
(2004: 3.45 pence per share). Subject to shareholder
approval, the final dividend will be paid on 24 November
2005 to shareholders on the Register on 28 October 2005.
International Financial Reporting Standards
All European Union listed companies will be required to
report their consolidated financial statements using
International Financial Reporting Standards from 2005. 
We will therefore be adopting these standards for the first
time for the year ending 30 June 2006.
The Group has been undertaking a detailed assessment 
of the impact of IFRS adoption on its published financial
statements and this assessment is ongoing. We intend to
issue specific details ahead of the interim results for the 
six months ending 31 December 2005.
Capital structure and treasury policy
The Group finances its operations through a mixture of 
cash generation and related retained profits and, where
appropriate, bank loans and hire purchase agreements to
finance certain asset purchases.
The key risks which the Group faces in financing its operations
are interest rate risk and liquidity risk. The Board reviews
and agrees policies for managing interest rate and liquidity
risk and these policies, which have remained unchanged
throughout the period under review, are summarised below. 
(i) The function of group treasury is to reduce or eliminate
financial risk, to ensure sufficient liquidity is available to
meet foreseeable funding requirements and to invest
surplus cash securely and profitably. 
(ii) The policy followed in managing credit risk minimises
exposure with banks and other institutions. Transactions
are authorised only with the Group’s bankers and banks
with which dealing mandates have been agreed and
which maintain at least a AA credit rating.
(iii) The Group uses a mixture of floating and fixed rate
facilities together with interest rate instruments to
manage its interest risk on borrowings.
At 30 June 2005 the Group had undrawn committed
borrowing facilities which were due for review within 
one year of the balance sheet date of £5.0 million (2004:
£4.8 million).
Stephen Wainwright
Finance and Commercial Director 18
ICM Computer Group plc
Annual report and accounts 2005 Directors’ report
Directors’ report
The directors present their annual report together with the audited financial statements for the year ended 30 June 2005.
Principal activities
The Group is principally engaged in the provision of computer based business services and solutions.
Review of the business
A review of the Group’s results and operations during the year is given in the Chairman’s Statement, Chief Executive’s
Review and the Financial Review included within these financial statements. 
Directors
At 30 June 2005 the Board was constituted as follows:
E Graham Meek Chairman
After 20 years as a research analyst covering the information technology, electronics and semi-conductor sectors,
Graham (aged 58) was appointed to the main board of Smith New Court plc in 1994 as Head of Corporate Broking.
Subsequently he headed up the Small Cap Group at Merrill Lynch and was Head of Corporate Finance at Beeson Gregory
until July 2002. He is also a non-executive director of Filtronic plc and Capital Gearing Trust plc and Chairman of one
unquoted company. Graham joined ICM as a non-executive director in 2002 and was appointed as Chairman on
28 February 2005. Graham is Chairman of the Nomination committee.
Barry A Roberts Chief Executive
Barry (aged 56) was one of the founders of ICM in 1986 and has over 35 years experience in the computer industry. He
holds executive responsibility for the implementation of the Group’s business strategy. Barry is a member of the
Nomination committee.
Stephen Wainwright Finance and Commercial Director
A Chartered Accountant, Steve (aged 42) joined ICM in 1991 from Touche Ross. He is responsible for the financial,
commercial, corporate, legal and company secretarial operations of the Group. Steve is a member of the Nomination
committee.
Anthony Granelli Operations Director
Tony (aged 54) was one of the founders of ICM in 1986 and has over 30 years experience in the computer industry. 
He is responsible for the overall operational management of the Group. 
J Charles Halle Non-executive Director
Charles (aged 54) has 30 years experience in the IT industry with a strong sales and marketing background. He spent
23 years at IBM in various roles including Marketing Manager for the Northern Region. Subsequently he was UK Product
Manager and Sales Manager for IBM’s AS/400 product line. In 1996 he was appointed Director, IBM e-business for
Northern Europe and South Africa. He was Chief Executive of Vocalis Group plc until 2001 and has subsequently been
working as an independent director. Charles is Senior Independent Director, Chairman of the Remuneration committee
and is a member of the Audit and Nomination committees.
Martin Clark Non-executive Director
Martin (aged 60) was appointed to the Board on 10 May 2005. He has considerable financial management experience.
He was previously Finance Director of Caradon plc (now Novar plc) from 1997 to 2000. Prior to this he was Group
Finance Director of Associated British Foods from 1996 to 1997 and Northern Foods plc from 1985 to 1996 where he
played a leading role in the strategic development of the Group with extensive experience of acquisitions and corporate
reorganisation. He has also been a Non-Executive Director at Blick plc and BPB plc. He qualified as a FCCA in 1972.
Martin is also currently a non-executive director of Senior plc and Clarksons plc. Martin is Chairman of the Audit
committee and a member of the Remuneration and Nomination Committees. 19
ICM Computer Group plc
Annual report and accounts 2005 Directors’ report continued
G A Hayter retired as Chairman and as a director on 28 February 2005. He was succeeded as Chairman by E G Meek on
that date following a recommendation to the Board from the Nominations Committee subsequent to a search exercise
supported by an external search consultant.
In accordance with the Articles of Association, B A Roberts will retire by rotation at the AGM and, as reported in the
Chairman’s statement, will not offer himself for re-election. 
M Clark, who was appointed a director on 10 May 2005 retires at the AGM and, being eligible, offers himself for election.
The directors recommend that he be elected as a director and the Chairman confirms that Mr Clark’s performance
during the period since his appointment has been effective and that he has demonstrated a commitment to the role. 
M Clark does not have a service contract with the Company.
Directors’ interests
The beneficial interests of directors serving at the end of the year (or date of appointment) in the shares of the Company
were as follows:
30 June 2005 30 June 2004 
Ordinary Ordinary 
shares shares
of 5p each of 5p each
E G Meek 20,000 10,000
B A Roberts 2,022,500 2,022,500
S Wainwright 193,175 143,175
A Granelli 1,571,750 1,571,750
J C Halle 5,000 –
M Clark (appointed 10 May 2005) – –
The interests of directors in share options issued by the Company are given in the Remuneration Report on page 31. There
have been no movements in the interests of directors between the end of the financial year and the date of this report.
Results, dividends and transfers to reserves
The results of the Group for the year are set out in detail on page 34.
The directors recommend the following dividends:
2005 2004
Pence Pence 
per share per share
Ordinary shares of 5p each Interim paid 1.25 1.20
Final proposed 2.35 2.25
Subject to the approval of shareholders at the Annual General Meeting, the final dividend will be paid on 24 November 2005
to shareholders on the Register on 28 October 2005. The ex-dividend date will be 26 October 2005.
Tangible fixed assets
Details of movements in tangible fixed assets during the year are set out in Note 11 to the Accounts.
Substantial shareholdings
As at 22 September 2005 the Company had been notified of the following substantial interests in the issued share
capital of the Company. The following table excludes the interests of the directors, which are disclosed above.
Number Percentage 
Shareholder of shares holding
Henderson Global Investors 2,067,676 9.8%
Scottish Widows 1,377,774 6.5%
Herald Investment Trust 1,235,000 5.8%
Artemis Investment Management 1,203,500 5.7%
Prudential 1,000,000 4.7% 20
ICM Computer Group plc
Annual report and accounts 2005 Directors’ report continued
Directors’ report
continued
Share capital
Resolutions will be proposed at the forthcoming Annual General Meeting to renew the directors’ authority to allot
unissued shares and to allow the directors to allot shares in certain circumstances, such as for legal, regulatory and
practical reasons, otherwise than pro-rata to existing shareholdings. More specifically, Resolution 6 grants authority 
to the directors to allot ordinary shares up to an aggregate nominal amount of £353,225.
Resolution 7 will renew the current authority to exclude the statutory pre-emption rights for issue of shares having 
a maximum aggregate nominal value of £105,967 which represents 10% of the Company’s issued share capital. This
authority will be effective until the earlier of the conclusion of the next annual general meeting and 14 February 2007.
At the date of this report the directors have no intention of exercising this authority. However they consider that it is
prudent to request the authority for use in circumstances which the Board believe would be in the interests of the
shareholders.
A resolution will also be proposed at the forthcoming annual general meeting requesting authority from shareholders
in general meeting for the Company to purchase its own shares as permitted by the Companies Act 1985. Resolution 8
authorises the Company to make purchases of up to 2,119,355 ordinary shares which represents approximately 10% of
the issued ordinary shares. The minimum price which may be paid for each ordinary share is 5 pence and the maximum
price which may be paid for each ordinary share is 105% of the average of the middle market quotations for the Company’s
ordinary shares derived from the UK Listing Authority Daily Official List for the ten business days immediately preceding
the day on which such ordinary share is purchased. This authority will be effective until the earlier of the conclusion of
the next annual general meeting and twelve months after passing of the resolution. At the date of this report the
directors have no intention of exercising this authority. However they consider that it is prudent to request the authority
for use in circumstances which the Board believe would be in the interests of the shareholders.
Employment policies
The Group’s employment policies fully embrace the principles of equal opportunity for all employees regardless of race,
sex or religion.
The Group gives full and fair consideration for employment to people who are disabled and attempts to continue,
wherever possible, the employment of employees who become disabled whilst employed by the Group.
Creditor payment policy
It is the Company’s policy and practice to agree terms of business for all transactions with suppliers prior to
commencing business with the supplier and to pay amounts which are not in dispute in accordance with these terms.
At 30 June 2005 the Company’s trade creditor balances amounted to 34 days of average purchases during the year.
Going concern
After making due enquiry, the Board has formed a judgement at the time of approving the financial statements that 
the Group has adequate resources to continue in operational existence for the foreseeable future and therefore has
adopted the going concern basis in the preparation of these financial statements.
Auditors
A resolution for the re-appointment of Deloitte & T ouche LLP will be proposed at the forthcoming Annual General Meeting.
Approved by the Board of Directors
and signed on behalf of the Board 
S Wainwright
Secretary
25 September 2005 21
ICM Computer Group plc
Annual report and accounts 2005 Officers and professional advisers
Directors
E Graham Meek Chairman
Barry A Roberts Chief Executive
Stephen Wainwright Finance and Commercial Director
Anthony Granelli Operations Director
J Charles Halle Non-executive Director
Martin Clark Non-executive Director
Secretary
Stephen Wainwright BA, FCA
Company number
3134540
Registered office
ICM House
Oakwell Way
Oakwell Park
Birstall
West Yorkshire 
WF17 9LU
Financial advisers
Close Brothers Corporate Finance Limited
10 Crown Place
Clifton Street
London 
EC2A 4FT
Stockbroker
Evolution Securities Limited
9th Floor
100 Wood Street
London 
EC2V 7AN
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Auditors
Deloitte & Touche LLP
1 City Square
Leeds 
LS1 2AL
Solicitors
Lupton Fawcett
Yorkshire House
Greek Street
Leeds 
LS1 5SX
Bankers
Barclays Bank PLC
PO Box 190
1 Park Row
Leeds 
LS1 5SX
Officers and professional advisers 22
ICM Computer Group plc
Annual report and accounts 2005 Corporate governance
Corporate governance
The Board is committed to the principles of corporate governance embodied in the Combined Code on Corporate
Governance which is appended to the Listing Rules of the Financial Services Authority (‘the 2003 FRC Code’) and for
which the Board is accountable to shareholders.
Applying the principles of the Combined Code
Further details as to how the principles set out in section 1 of the 2003 FRC Code have been applied are set out below:
The Board
The Company is controlled through the Board of Directors which is responsible for the success of the Company. The
Board meets on a regular basis and has a formal schedule of matters specifically reserved to it. 
The Board is responsible for the overall group strategy, acquisition and divestment policy, approval of major capital
expenditure projects and consideration of significant financing matters. It monitors the exposure to key business risks
and the framework of internal controls and reviews the strategic direction of individual trading subsidiaries, their codes
of conduct, annual budgets, progress towards achievement of those budgets and their capital expenditure
programmes. The Board also considers employee issues and key appointments.
At 30 June 2005 the Board comprised a part-time Chairman, Chief Executive, Finance and Commercial Director, one
executive director and two independent non-executive directors. 
Graham Meek is Chairman and he is responsible for the operation of the Board. He ensures, in conjunction with the
Company Secretary, that the directors receive accurate, timely and clear information. In addition he is responsible for
effective communication with shareholders and ensures that Board members develop an understanding of the views 
of major investors.
Barry Roberts is Chief Executive and he is responsible for implementation of the Group’s business strategy and the
management and monitoring of the business on a day to day basis.
Charles Halle is Senior Independent Director. He is available as an additional contact point for shareholders if their
concerns have not been resolved through the normal channels.
The non-executive directors bring an independent judgement on issues of strategy, performance, risk and people
through their contribution at Board and committee meetings. The Board considers that Charles Halle and Martin Clark
meet the independence criteria for non-executive directors set out in the Code. In addition, on his appointment as
Chairman during the year, the Board considered that Graham Meek met the independence criteria set out in the Code.
The Board holds at least eight formal meetings a year. Non-executive directors meet formally without their executive
colleagues at least twice a year. Details of meeting attendance appear below:
Board Audit Remuneration Nominations
meeting committee committee committee
Number of meetings held 8 3 2 4
E G Meek 832 4
B A Roberts 8 – – 4
S Wainwright 8 – – 4
A Granelli 8 – – –
J C Halle 8 3 2 4
M Clark (appointed 10 May 2005) 2 1 – –
G A Hayter (retired 28 February 2005) 5 2 2 –
The Board and each sub-committee of the Board formally reviews their performance and composition at least once in
every 12 months by reference to a set of objective performance criteria included within a written questionnaire. The
results of this assessment is presented to the Board by the Chairman and discussed by the Board. The performance of
the executive directors is individually reviewed by the Chief Executive against set objectives. The performance of the
non-executive directors is a matter for the Chairman. The performance of the Chairman is a matter for the remainder 
of the Board led by the Senior Independent Director. 23
ICM Computer Group plc
Annual report and accounts 2005 Corporate governance continued
Under the Company’s Articles of Association, all directors seek election at their first Annual General Meeting following
appointment and all directors are required to offer themselves for re-election at least every three years. 
All directors have access to the advice and services of the Company Secretary. In addition, the Board also has an
established procedure whereby any director wishing to do so in furtherance of his duties, is free to take independent
professional advice through the Company Secretary at the expense of the Company.
Board committees
The Board has established committees with formally established terms of reference to which it delegates the
responsibility for certain matters. The principal committees operated by the Board are as follows:
Audit Committee
The Audit Committee consists of Martin Clark (Chairman) and Charles Halle both of whom are independent 
non-executive directors.
The Audit Committee reviews the annual and interim financial statements prior to their submission for approval 
by the Board together with the findings of the Auditors of the Group. It also considers the Group’s accounting policies
and matters relating to risk management and internal controls. 
The committee is responsible for the relationship with the Auditors including reviewing their performance,
independence and suitability for non-audit work.
Committee meetings are normally attended by the Chairman and Finance and Commercial Director. The external
Auditor has private discussions with the Committee without the presence of the executive management.
Remuneration Committee
The Remuneration Committee consists of Charles Halle (Chairman) and Martin Clark both of whom are independent
non-executive directors. 
The Remuneration Committee is responsible for determining the contract terms and remuneration packages of the
executive directors, including performance related bonus schemes. The Remuneration Committee sets the contract
terms and remuneration package of the Chairman. The committee also approves grants of options under the
Company’s share option schemes. 
The remuneration of the non-executive directors is determined by the Chairman and the executive directors.
The Remuneration report is set out on pages 27 to 31.
Nomination Committee
The Nomination Committee consists of Graham Meek (Chairman), Charles Halle, Martin Clark, Barry Roberts and
Stephen Wainwright. 
The Nomination Committee is responsible for reviewing the structure, size and composition of the Board, identifying
suitable candidates for the approval of the Board when vacancies arise and to ensure effective board succession planning. 
The Nomination Committee identifies suitable internal candidates for appointment to the Board by merit and an
assessment of the capabilities of the individual. External candidates and candidates for non-executive positions, including
the Chairman, are identified primarily through the use of external search consultants.
The terms of reference of all Board committees are available from the Company’s registered office and via the Company’s
web site on www.icm-computer.co.uk.
Directors’ remuneration
The Company’s policy on remuneration and details of the remuneration of each director are set out in the
Remuneration Report on pages 27 to 31.  24
ICM Computer Group plc
Annual report and accounts 2005 Corporate governance continued
Corporate governance
continued
Relations with shareholders
The Company encourages two way communication with both its institutional and private investors through its active
investor relations program.
The Chief Executive and Finance and Commercial Director are involved in meetings with analysts and institutional
investors both following the interim and final results and throughout the financial year. These meetings may or may 
not be held at the Company’s premises, however, meetings are not generally scheduled when the Company is in a close
period. The Company believes that this communication is essential to ensure that analysts and institutional investors
receive a balanced view of the performance and issues facing the business and also to ensure that the Company receives
feedback from its investing institutions.
All shareholders are sent the Annual Report and Financial Statements and the Interim Report and receive at least twenty
working days notice of the Annual General Meeting at which all directors and committee chairs are introduced and are
available for questions. The Annual and Interim reports are also made available free of charge at the Company’s head
office or via the Financial Times Annual Report Service to existing and prospective investors.
In addition the financial results of the Group together with press releases made during the year are available on the
investor relations page on our website (www.icm-computer.co.uk) which also carries information about the business.
Accountability and audit
The Board’s responsibilities for the financial statements
The Board is required by the Companies Act 1985 to prepare financial statements for each financial year which give 
a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the
profit or loss of the Group for that period. 
In preparing those financial statements, the Board is required to select suitable accounting policies and then apply 
them consistently; to make judgements and estimates that are reasonable and prudent and to state whether applicable
accounting standards have been followed.
It is the responsibility of the Board to maintain proper accounting records to enable them to ensure that the financial
statements comply with the Companies Act 1985. It is also the responsibility of the Board to safeguard the assets 
of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
The Auditors’ responsibilities in relation to the financial statements
The Auditors’ responsibilities, as independent auditors, are established by statute, the Auditing Practices Board, the
Listing Rules of the Financial Services Authority, and by the profession’s ethical guidance.
They report to the members their opinion as to whether the financial statements give a true and fair view and whether
the financial statements and the part of the directors’ remuneration report described as having been audited have been
properly prepared in accordance with the Companies Act 1985. They also report to members if, in their opinion, the
directors’ report is not consistent with the financial statements, if the company has not kept proper accounting records,
if they have not received all the information and explanations required for their audit, or if information specified by law
regarding directors’ remuneration and transactions with the company and other members of the group is not disclosed.
They also report if, in their opinion, the company has not complied with any of the four directors’ remuneration
disclosure requirements specified for their review by the Listing Rules of the Financial Services Authority. These
comprise the amount of each element in the remuneration package and information on share options, details of long
term incentive schemes, and money purchase and defined benefit schemes. They give a statement, to the extent
possible, of details of any non-compliance. 25
ICM Computer Group plc
Annual report and accounts 2005 Corporate governance continued
They review whether the corporate governance statement reflects the Company’s compliance with the nine provisions
of the July 2003 FRC Combined Code specified for review by the Listing Rules of the Financial Services Authority, and
they report if it does not. They are not required to consider whether the board’s statements on internal control cover 
all risks and controls, or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk
and control procedures.
They also review whether the Company has complied with the requirements set out in Listing Rules with regards to the
amount of each element in the remuneration package and information on share options, with regards to details of long
term incentive schemes for directors, with regards to money purchase schemes and with regards to defined benefit
schemes, and they give a statement, to the extent possible, of details of any non-compliance.
They read the directors’ report and the other information contained in the annual report for the above year as described
in the contents section including the unaudited part of the directors’ remuneration report and consider the
implications for their report if we become aware of any apparent misstatements or material inconsistencies with the
financial statements.
The report of the Auditors is set out on pages 32 and 33.
Financial Reporting
A detailed summary of the performance and financial position of the Group is given in the Chairman’s Statement, the
Chief Executive’s Review and the Financial Review which, together with the Director’s Report, the Board uses to present
a balanced and understandable assessment of the Company’s position and prospects within the financial statements.
Internal Control
The Board of Directors has overall responsibility for the Group’s system of internal controls and for reviewing that
system’s effectiveness. However, any system of internal controls is designed to manage, rather than eliminate, the risk
of failure to achieve business objectives and as such can only provide a reasonable, but not absolute, assurance against
material misstatement or loss. 
The Board confirms that there has been a process for identifying, evaluating and managing the significant risks faced 
by the Group in place throughout the financial year and that this process is continuing at the date of this report. The
process is regularly reviewed by the Board and accords with the guidance contained within ‘Internal Control: Guidance
for Directors on the Combined Code’ formulated by the Turnbull committee. 
The Board has reviewed the effectiveness of the Group’s system of internal controls, key elements of which are set 
out below:
The Board receives reports from the Group’s Risk Management Committee at each Board meeting which in turn
consolidates reports from each of the business units and functional units. Those reports comprise a process of self
assessment on key risk areas together with a procedure for reporting risks which have previously not been included
within the group risk catalogue.
The Board maintains control and direction over significant strategic, financial, organisational and legal issues, and has
established an organisational structure with formally defined reporting lines and delegated authority. 
There are established information and reporting systems for monitoring the Group’s operations and formal reporting
procedures which include monthly monitoring of the performance of each business against budget. Business managers
report on operational performance to individual directors with line responsibility and to the Operational Board of 
the Group. 26
ICM Computer Group plc
Annual report and accounts 2005 Corporate governance continued
Corporate governance
continued
Capital expenditure is regulated by the budgetary process and by authorisation levels with certain expenditure
designated by type or by size of expenditure being subject to approval by the main Board.
In addition to the internal controls structure referred to above, the Auditors perform an audit to express an opinion 
on the Financial Statements. As part of this audit the Auditors test and review the system of internal controls and their
effectiveness to the extent necessary to express their opinion. All matters of significance arising from such examination
are formally reported to the Audit Committee.
The Board has reviewed the requirement for an Internal Audit function and although the Board does not deem that 
a full time function is necessary, internal audit functions to test compliance with the Group’s system of internal controls
have been established within the Quality department which reports directly to the Risk Management Committee.
Newly acquired companies and businesses have their existing internal control structure reviewed and amended in order
to comply with the Group’s procedures as soon as practical after the Group gains control.
Statement of compliance
The directors confirm that the Company has complied with the provisions set out in section 1 of the 2003 FRC Code
throughout the year ended 30 June 2005 except as follows:
Audit Committee Membership
C.3.1 The Board should establish an Audit Committee of, in the case of smaller companies, two members who should
all be independent non-executive directors. 
The composition of the Audit Committee included George Hayter, formerly the Chairman of the Company, until his
retirement on 28 February 2005. Graham Meek, who was appointed as Chairman of the Company on that date
continued in his role of Chairman of the Audit Committee until the appointment of Martin Clark as an independent 
non-executive director on 10 May 2005. Martin Clark was appointed Chairman of the Audit Committee on that date
and Graham Meek stepped down from the committee. The Company therefore complied with this provision with 
effect from 10 May 2005.
Remuneration Committee Membership
B.2.1 The Board should establish a Remuneration Committee of, in the case of smaller companies, two members who
should all be independent non-executive directors. 
The composition of the Remuneration Committee included George Hayter, formerly the Chairman of the Company,
until his retirement on 28 February 2005. Graham Meek, who was appointed as Chairman of the Company on that 
date continued as a member of the Remuneration Committee until the appointment of Martin Clark as an independent
non-executive director on 10 May 2005. Martin Clark was appointed to the Remuneration Committee on that date 
and Graham Meek stepped down from the committee. The Company therefore complied with this provision with 
effect from 10 May 2005.
Nomination Committee Membership
A.4.1 A majority of the members of the Nomination Committee should be independent non-executive directors. 
The Company has two independent non-executive directors. The Board believes that because of the wider input
required to the composition of the Board, the membership of the Nomination Committee which includes independent
non-executive directors, the Chairman and executive directors, is appropriate.  27
ICM Computer Group plc
Annual report and accounts 2005 Remuneration report
The Remuneration Report describes the Group’s remuneration policy for its directors together with outlining the
remuneration of the directors for the year under review. The report is divided into unaudited information and audited
information upon which the Auditors express an opinion to the members of the group and has been prepared in
accordance with the Directors’ Remuneration Report Regulations 2002.
The Remuneration Report is formulated by the Remuneration Committee and approved by the Board. In addition the
report is submitted to shareholders for approval at the Annual General Meeting. 
Unaudited information
Remuneration committee
The Remuneration Committee, on behalf of the Board, determines the Group’s policy for executive remuneration and
for the remuneration of the Chairman. It is responsible for reviewing the performance of each executive director before
recommending their annual remuneration, including performance related remuneration bonus awards and
participation in share option schemes to the Board for final determination.
The committee is advised by the Chief Executive of the Company on proposals relating to the remuneration packages 
of other executive directors. However, neither the Chief Executive nor any other director participates in discussions 
in relation to their own remuneration.
Composition of the remuneration committee
The Remuneration Committee is comprised entirely of the non-executive directors as follows: 
J C Halle Chairman of Remuneration Committee
M Clark
Martin Clark was appointed to the committee on 10 May 2005 and Graham Meek stepped down on that date. 
George Hayter was a member of the committee until his retirement on 28 February 2005.
Remuneration Policy
Executive directors
The Group operates in a highly competitive environment and therefore the Board recognises that the Group must offer
competitive and motivating remuneration packages to ensure that it attracts, retains and motivates key executives. 
In developing remuneration packages the Remuneration Committee takes into account remuneration packages offered
by comparable companies and also the need to account for both individual performance and for the performance 
of the Group in the determination of the elements of each executive’s remuneration package. 
It is the policy of the Group to seek to align the interests of the executive directors with those of the shareholders
through an appropriate mix of short term incentive plans and share option schemes. As such, a substantial element 
of the remuneration package is reserved to performance related bonus.
The main components of executive remuneration are as follows:
• Basic salaries 
Basic salaries reflect the responsibility of each executive director’s role. Salaries are reviewed annually by the
Remuneration Committee and when there are changes in an individual’s position or responsibility. Increases in basic
salary are awarded based on individual performance, comparison of salaries offered by comparable companies and 
with reference to company performance.
• Benefits 
Executive directors receive certain benefits in kind, principally a funded company vehicle and private healthcare.
• Performance related bonus 
The Remuneration Committee establishes objectives for each year by reference to the Group’s profits and adjusted
earnings per share for the forthcoming year taking into account the market conditions and the effects of any investment
in the long term development of the Group. Achievement of the objectives set will produce a bonus of 30% of basic
salary. Achievement above and below the target is stepped so that no bonus is granted at 90% of target or below
however additional bonuses may be earned for over achievement. Performance related bonuses are not pensionable.
Remuneration report 28
ICM Computer Group plc
Annual report and accounts 2005 Remuneration report continued
Remuneration report
continued
• Pensions 
The Group contributes to an Executive Pension Plan for the executive directors, which is a defined contribution scheme,
and provides life assurance.
• Share Option Schemes 
The aim of the share options schemes is to align the interests of employees and senior management with shareholder
interests. 
The Group operates two option schemes, the 1998 Approved Executive Share Option Scheme and the 1998
Unapproved Executive Share Option Scheme. Both option schemes carry performance targets and are open to all
executive directors and employees. The performance targets attaching to options granted under both schemes are 
that the adjusted earnings per share of the company, as shown in the financial statements, must exceed the percentage
increase in the Retail Price Index plus 2% over a 3 year reference period.
The Group’s policy is to issue share options at appropriate intervals in order to motivate and retain executives and
employees and to align their interests with those of the shareholders. Grants of options are approved by the
Remuneration Committee which may set additional eligibility and performance criteria.
Contractual relationships
Executive directors
Executive directors are required to sign a service agreement which outlines the terms of their employment. It is the
Group’s policy that service contracts for executive directors should have notice periods of 12 months. Longer initial
notice periods may need to be offered to new directors however these will fall to 12 months in due course. In this
respect all executive directors hold service contracts which may be terminated with 12 month notice by the Company
and with 6 months notice by the executive.
Details of the directors’ service contracts are set out below:
Date of contract
B A Roberts 7 May 1998
S Wainwright 7 May 1998
A Granelli 7 May 1998
Chairman
The Chairman is appointed by appointment agreement which outlines the terms of his engagement.
The Chairman is paid a basic fee for his services as a director with additional fees as Chairman. The Chairman does not
receive any other benefits, does not participate in any of the share option schemes of the Company and is not eligible
for membership of the Company’s pension scheme.
E G Meek was appointed as a director on 12 November 2002 and appointed as Chairman 28 February 2005.
The remuneration of the Chairman is set by the Remuneration Committee. 29
ICM Computer Group plc
Annual report and accounts 2005 Remuneration report continued
-100
-80
-60
-40
-20
0
20
40
Jun 00 Jun 01 Jun 02 Jun 03 Jun 04 Jun 05
Non-executive directors
Non-executive directors are appointed by appointment agreement which outlines the terms of their engagement.
Non-executive directors are paid a basic fee for their services as a non executive director with additional fees for
membership or chairing of a committee. 
Details of the non-executive directors’ appointment are set out below:
Date of appointment
J C Halle 25 February 2003
M Clark 10 May 2005
In order to retain their independence, non-executive directors do not receive any other benefits, do not participate in
any of the share option schemes of the Company and are not eligible for membership of the Company’s pension scheme. 
The remuneration of the non-executive directors is set by the Board as a whole.
External non-executive appointments
It is the Group’s policy that an executive director may take up one non-executive position at another company. This
would allow the executive to broaden their knowledge and experience to the benefit of the Group. Fees would normally
be retained by the individual director. None of the executive directors currently holds such an external position.
Performance graph
The graph compares the Total Shareholder Return of ICM Computer Group plc against the FTSE Software & Computer
Services index over the past 5 years. The Remuneration Committee believes that the constituents of this index operate
in a similar market to ICM and therefore provide the most appropriate benchmark of the group’s performance.
ICM Computer Group plc
FTSE Software & Computer Services Index 30
ICM Computer Group plc
Annual report and accounts 2005 Remuneration report continued
Remuneration report
continued
Audited information
An analysis of the remuneration of the directors together with details of their share option schemes is given below.
Directors’ emoluments
The remuneration of directors who served during the year is as follows:
Basic salary Benefits Bonus Fees 2005 2004
£’000 £’000 £’000 £’000 £’000 £’000
Executive directors
B A Roberts 158 14 38 – 210 218
S Wainwright 133 15 32 – 180 190
A Granelli 98 14 23 – 135 140
Non-executive directors
E G Meek ––– 29 29 18
J C Halle – – – 24 24 18
M Clark (appointed 10 May 2005) – – – 3 3 –
G A Hayter (retired 28 February 2005) – – – 25 25 21
389 43 93 81 606 605
Pension contributions
The Company made contributions under the ICM Executive Pension Plan, a defined contribution scheme, as follows:
2005 2004
£’000 £’000
Directors
B A Roberts 24 23
S Wainwright 20 19
A Granelli 15 14
B A Roberts, S Wainwright and A Granelli froze their benefits in the Company’s defined benefit funded pension scheme
in 1998. As such there was no increase in accrued pension during the year and consequently no transfer value was
attributable to that increase. At 30 June 2005 and 30 June 2004, the accumulated accrued pension under that scheme
was, for B A Roberts: £18,000 per annum, S Wainwright: £6,000 per annum and A Granelli: £13,000 per annum.  31
ICM Computer Group plc
Annual report and accounts 2005 Remuneration report continued
Directors’ interests in share options
The directors’ beneficial interests in the share options granted are as follows:
Number of shares under option Exercise price
30 June 2004 Granted Exercised 30 June 2005 (pence) Exercise period
B A Roberts
1998 Unapproved 130,000 – – 130,000 180.0 12/5/2001 – 11/5/2008
1998 Unapproved 10,000 – – 10,000 292.5 6/11/2004 – 5/11/2011
S Wainwright
Memorandum of 15 April 1998 350,000 – (350,000) – 70.0 15/4/2001 – 14/4/2005
1998 Unapproved 80,000 – – 80,000 180.0 12/5/2001 – 11/5/2008
1998 Approved 10,000 – – 10,000 292.5 6/11/2004 – 5/11/2011
1998 Unapproved 100,000 – – 100,000 245.0 8/12/2006 – 7/12/2013
1998 Unapproved – 100,000 – 100,000 295.0 1/10/2007 – 30/9/2014
A Granelli
1998 Unapproved 50,000 – – 50,000 180.0 12/5/2001 – 11/5/2008
1998 Approved 10,000 – – 10,000 292.5 6/11/2004 – 5/11/2011
There have been no changes in the interests of directors between the end of the financial year and the date of this report.
At the close of business on 30 June 2005 the mid-market price of the Company’s ordinary shares of 5 pence each was
340 pence. The shares traded between mid-market closing prices of 285 pence and 420 pence per share during the
financial year. The mid-market price of the Company’s ordinary shares at the date of exercise of the share options noted
above was 305 pence.
Approved by the Board of Directors
and signed on behalf of the Board 
J Charles Halle
Director
25 September 2005 32
ICM Computer Group plc
Annual report and accounts 2005
Independent auditors’ report to the
members of ICM Computer Group plc
Independent auditors’ report to the 
members of ICM Computer Group plc
We have audited the financial statements of ICM Computer Group plc for the year ended 30 June 2005 which comprise
the consolidated profit and loss account, the balance sheets, the consolidated cash flow statement, the consolidated
statement of total recognised gains and losses, the reconciliation of net cash flow to movement in net debt, the
consolidated reconciliation of movements in equity shareholders’ funds, the statement of accounting policies and the
related notes 1 to 29. These financial statements have been prepared under the accounting policies set out therein. 
We have also audited the information in the part of the directors’ remuneration report that is described as having 
been audited.
This report is made solely to the company’s members, as a body, in accordance with section 235 of the Companies Act
1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditors’ 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 described in the statement of directors’ responsibilities, the company’s directors are responsible for the preparation
of the financial statements in accordance with applicable United Kingdom law and accounting standards. They are 
also responsible for the preparation of the other information contained in the annual report including the directors’
remuneration report. Our responsibility is to audit the financial statements and the part of the directors’ remuneration
report described as having been audited in accordance with relevant United Kingdom legal and regulatory requirements
and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial
statements and the part of the directors’ remuneration report described as having been audited have been properly
prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors’ report is
not consistent with the financial statements, if the company has not kept proper accounting records, if we have not
received all the information and explanations we require for our audit, or if information specified by law regarding
directors’ remuneration and transactions with the company and other members of the group is not disclosed.
We also report to you if, in our opinion, the company has not complied with any of the four directors’ remuneration
disclosure requirements specified for our review by the Listing Rules of the Financial Services Authority. These comprise
the amount of each element in the remuneration package and information on share options, details of long term
incentive schemes, and money purchase and defined benefit schemes. We give a statement, to the extent possible, 
of details of any non-compliance.
We review whether the corporate governance statement reflects the company’s compliance with the nine provisions 
of the July 2003 FRC Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and
we report if it does not. We are not required to consider whether the board’s statements on internal control cover all
risks and controls, or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk
and control procedures.
We also review whether the company has complied with the requirements set out in Listing Rules 9.8.8R(2) with
regards to the amount of each element in the remuneration package and information on share options, 9.8.8R(3), (4)
and (5) with regards to details of long term incentive schemes for directors, 9.8.8R(11) with regards to money purchase
schemes and 9.8.8R(12) with regards to defined benefit schemes, and we give a statement, to the extent possible, 
of details of any non-compliance
We read the directors’ report and the other information contained in the annual report for the above year as described
in the contents section including the unaudited part of the directors’ remuneration report and consider the implications
for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. 33
ICM Computer Group plc
Annual report and accounts 2005
Independent auditors’ report to the 
members of ICM Computer Group plc continued
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the Auditing Practices Board.
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements and the part of the directors’ remuneration report described as having been audited. It also includes an
assessment of the significant estimates and judgements made by the directors in the preparation of the financial
statements and of whether the accounting policies are appropriate to the circumstances of the company and the
group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and
the part of the directors’ remuneration report described as having been audited are free from material misstatement,
whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy 
of the presentation of information in the financial statements and the part of the directors’ remuneration report
described as having been audited.
Opinion
In our opinion: 
• the financial statements give a true and fair view of the state of affairs of the company and the group as at 30 June 2005
and of the profit of the group for the year then ended; and
• the financial statements and part of the directors’ remuneration report described as having been audited have been
properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors 
Leeds
25 September 2005 34
ICM Computer Group plc
Annual report and accounts 2005 Consolidated profit and loss account
Consolidated profit and loss account
for the year ended 30 June 2005
Year ended 30 June 2005 Year ended 30 June 2004
Before Before 
goodwill Goodwill goodwill Goodwill
amortisation amortisation Total amortisation amortisation Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Turnover
Continuing operations 77,628 – 77,628 77,542 – 77,542
1 77,628 – 77,628 77,542 – 77,542
Operating profit 2
Continuing operations 6,056 (728) 5,328 5,527 (631) 4,896
6,056 (728) 5,328 5,527 (631) 4,896
Share of profit of associate – – – 2– 2
6,056 (728) 5,328 5,529 (631) 4,898 
Net interest payable 5 (890) – (890) (518) – (518)
Profit on ordinary activities 
before taxation 5,166 (728) 4,438 5,011 (631) 4,380
T ax on profit on ordinary activities 6 (1,246) (1,458)
Profit for the financial year7 3,192 2,922
Dividends 8 771 739
Retained profit for the year 22 2,421 2,183
Earnings per share
Basic 9 15.2p 14.3p
Diluted 9 14.9p 14.0p
Adjusted basic 9 18.6p 17.3p 35
ICM Computer Group plc
Annual report and accounts 2005 Balance sheets
Balance sheets
30 June 2005
Group Company
2005 2004 2005 2004
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible assets – Goodwill 10 12,296 12,965 – –
T angible assets 11 34,188 32,382 22,439 20,889
Investments 12 – – 8,056 8,056
46,484 45,347 30,495 28,945
Current assets
Stocks 13 4,716 5,273 – –
Debtors 14 19,801 23,010 6,853 10,717
Cash at bank and in hand 3,568 4,145 114 27
28,085 32,428 6,967 10,744
Creditors: amounts falling due within one year 15 29,079 32,618 10,718 12,083
Net current liabilities (994) (190) (3,751) (1,339)
Total assets less current liabilities 45,490 45,157 26,744 27,606
Creditors: amounts falling due 
after more than one year 16 14,906 16,909 16,256 18,259
Provisions for liabilities and charges 19 304 731 512 314
Net assets 30,280 27,517 9,976 9,033
Capital and reserves
Called-up share capital 20 1,060 1,040 1,060 1,040
Share premium account 22 4,332 4,010 4,332 4,010
Merger reserve 22 2,797 2,797 2,797 2,797
Capital redemption reserve 22 447 447 – –
Profit and loss account 22 21,644 19,223 1,787 1,186
Equity shareholders’ funds 30,280 27,517 9,976 9,033
Approved by the Board of Directors 
and signed on behalf of the Board
BARoberts
Director
25 September 2005 36
ICM Computer Group plc
Annual report and accounts 2005
Consolidated cash flow statement
Reconciliation of net cash flow to movement in net debt
Consolidated cash flow statement
for the year ended 30 June 2005
Reconciliation of net cash flow 
to movement in net debt
2005 2004
Note £’000 £’000
Net cash inflow from operating activities 23 9,235 11,492
Returns on investments and servicing of finance 24 (890) (726)
Taxation 24 (1,234) (1,335)
Capital expenditure and financial investment 24 (5,436) (10,705)
Acquisitions and disposals 24 (59) (3,925)
Equity dividends paid (741) (696)
Net cash inflow/(outflow) before use of liquid resources and financing 875 (5,895)
Financing 24 (1,452) 6,445
(Decrease)/increase in cash in the year (577) 550
Note 2005 2004
25 £’000 £’000
(Decrease)/increase in cash in the year (577) 550
Cash inflow/(outflow) from increase/(decrease) in debt and lease financing 1,794 (4,422)
Change in net debt resulting from cash flows 1,217 (3,872)
New finance lease and hire purchase contracts (872) (710)
Movement in net debt in the year 345 (4,582)
Net debt at 1 July 2004 (13,329) (8,747)
Net debt at 30 June 2005 (12,984) (13,329) 37
ICM Computer Group plc
Annual report and accounts 2005
Consolidated statement of total recognised gains and losses
Consolidated reconciliation of movements in equity
shareholders’ funds
Consolidated statement of 
total recognised gains and losses
for the year ended 30 June 2005
Group
There were no recognised gains or losses during the current and prior period other than the profit for the financial year.
Consolidated reconciliation of movements 
in equity shareholders’ funds
for the year ended 30 June 2005
2005 2004
Group £’000 £’000
Profit for the financial year 3,192 2,922
Dividends (771) (739)
2,421 2,183
Issue of ordinary shares 342 2,023
Net addition to equity shareholders’ funds 2,763 4,206
Opening equity shareholders’ funds 27,517 23,311
Closing equity shareholders’ funds 30,280 27,517 38
ICM Computer Group plc
Annual report and accounts 2005 Statement of accounting policies
Statement of accounting policies
The principal accounting policies which the directors have adopted and which have been applied consistently
throughout the year and the preceding year are set out below.
Accounting standards
These financial statements have been prepared in accordance with applicable UK accounting standards. 
Accounting convention
These financial statements have been prepared under the historical cost convention.
Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and its subsidiary companies 
for the year ended 30 June 2005.
The results of subsidiaries and businesses acquired during the year are included from the date of acquisition and are
accounted for under the acquisition method of accounting. The results of subsidiaries disposed of during the year are
included to the date of disposal.
Purchased goodwill
Purchased goodwill arising after 1 July 1998, the date on which the Group adopted the provisions of FRS10: Goodwill
and Intangible Assets, is capitalised and amortised over its expected useful life which is normally 20 years.
Goodwill purchased before 1 July 1998 has been written off directly against reserves in the year of its acquisition as 
a matter of accounting policy. Such goodwill written off to reserves will be reinstated and used in the determination 
of the profit/loss on sale on any subsequent disposal or closure of the businesses to which it relates.
Turnover
Turnover is the amount derived from the provision of goods and services during the year which fall within the Group’s
ordinary activities after deduction of value added tax. Deferred income arises from the allocation of invoiced amounts
over the period to which they relate.
Tangible fixed assets and depreciation
Depreciation is calculated to write down the cost of fixed assets to their estimated residual values by equal monthly
instalments over the period of their estimated useful lives, which are considered to be:
Long leasehold buildings 50 years
Short leasehold buildings 4 – 10 years or duration of the lease
Plant, machinery and tools 4 – 5 years
Fixtures, fittings and equipment 4 – 10 years
Motor vehicles 3 years
No depreciation is provided on Freehold land or Assets in the course of construction.
Directly attributable interest on all tangible fixed assets in the course of construction is included within the capital cost
of that asset.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment in value. Those held as current
assets are stated at the lower of cost and net realisable value.
Assets acquired under finance lease or hire purchase agreements
Fixed assets acquired under finance lease or hire purchase agreements are capitalised and depreciated over their
estimated useful lives. Finance charges and hire purchase interest are allocated over the primary period of the contract
in proportion to the capital element outstanding.  39
ICM Computer Group plc
Annual report and accounts 2005
Statement of accounting policies continued
Operating leases
The costs of operating leases are charged to the profit and loss account as they accrue.
Stocks
Stocks, which include items held for the purpose of fulfilling obligations under maintenance contracts, are stated 
at the lower of cost and net realisable value. 
Taxation
Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws which are in force 
at the balance sheet date.
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more
tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax 
rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations
in periods different from those in which they are included in financial statements. Deferred tax assets are recognised 
to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities 
are not discounted.
Pension costs
The Group operates a defined benefit funded pension scheme and a number of defined contribution schemes covering
certain of its employees. 
The costs of providing pensions under the defined benefit funded pension scheme are estimated on the basis of
independent actuarial advice, and are charged to the profit and loss account over the expected service lives of
participating employees as a substantially level percentage of pensionable payroll. Actuarial surpluses or deficiencies 
are spread over the expected remaining service lives of the participating employees.
The costs of providing pensions under the defined contribution schemes are charged to the profit and loss account 
in the period in which they are incurred.
Financial instruments and derivatives
The Group’s financial instruments comprise hire purchase agreements, cash and liquid resources, trade debtors and
creditors, bank loans and overdrafts. The main purpose of these financial instruments is to provide finance for the
Group’s operations.
The Group uses derivative instruments where appropriate to reduce exposure to interest rate movements. The Group
continues to adopt the policy that it will not trade in financial instruments and this has applied throughout the 
financial year. 40
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts
Notes to the accounts
1 Turnover 
The whole of turnover is attributable to the principal activity of the Group carried out within the UK.
2 Operating profit
2005 2004
£’000 £’000
Turnover 77,628 77,542
Raw materials and consumables 25,970 29,717
Staff costs 25,006 24,814
Depreciation 4,601 3,823
Amortisation of goodwill 728 631
Other operating charges 15,995 13,661
Operating profit 5,328 4,896
2005 2004
£’000 £’000
Operating profit is arrived at after charging/(crediting):
Depreciation of owned assets 4,013 3,120
Depreciation of assets held under finance lease and hire purchase contracts 588 703
Amortisation of goodwill 728 631
Profit on sale of fixed assets (99) (103)
Operating lease rentals – land and buildings 1,037 782
– other – 9
2005 2004
£’000 £’000
Amounts paid to the Auditors during the year
– audit fees 64 61
– tax services 23 51
– further assurance services 10 9
– further assurance services (capitalised) – 44
3 Employees
The average number employed by the Group, including directors, within each category of persons was:
2005 2004
Number of employees
Technical staff 453 424
Sales and administrative staff 313 361
766 785
The costs incurred in respect of these employees were:
2005 2004
£’000 £’000
Wages and salaries 22,032 21,936
Social security costs 2,331 2,235
Pension costs 643 643
25,006 24,814 41
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
4 Directors’ emoluments
Disclosures on directors’ remuneration, pension contributions and share options required by the Companies Act 1985
and the disclosure requirements of the Financial Services Authority specified for audit purposes are contained in the
Remuneration Report on pages 30 and 31 under the headings of Directors’ emoluments, pension contributions and
Directors’ interests in share options form part of these financial statements.
5 Net interest payable
2005 2004
£’000 £’000
Interest receivable and similar income:
Bank interest receivable 90 53
Interest payable and similar charges:
Bank interest payable 2 17
On finance leases and hire purchase contracts wholly repayable within five years 44 41
On bank loans and other loans wholly repayable within five years 934 721
980 779
Bank interest capitalised – (208)
980 571
Net interest payable (890) (518)
6 Tax on profit on ordinary activities
2005 2004
£’000 £’000
a) Analysis of charge in year
United Kingdom corporation tax at 30% (2004: 30%) 1,346 1,479
Adjustments to prior years’ corporation tax provisions (138) (49)
1,208 1,430
Deferred tax 38 28
1,246 1,458
b) Factors affecting tax charge for year
The standard rate of current tax for the year, based on the UK standard rate of corporation tax, is 30% (2004: 30%). The
difference between the current tax charge for the year of 27.2% (2004: 32.6%) and the standard rate of current tax for
the year is due to disallowable expenses, including depreciation on items not eligible for tax relief, of 7.6% (2004: 4.2%),
goodwill amortisation of 3.0% (2004: 3.4%) and movement in short term timing differences of 1.2% (2004: 1.4%) which
was offset by Schedule 23 relief for share options exercised of 6.2% (2004: nil), prior year credits and other items of 
3.3% (2004: 1.4%), the movement in the year on unprovided deferred taxation which accounted for 4.1% (2004: 2.2%)
and capital allowances in excess of depreciation of 1.0% (2004: 2.8%).
c) Factors that may affect future tax charges
The tax rate in future years is expected to be higher than the UK standard rate of corporation tax because of disallowable
expenditure and goodwill amortisation.
7 Profit for the financial year attributable to the members of ICM Computer Group plc
2005 2004
£’000 £’000
Dealt with in the accounts of the parent company 1,372 954
The Company has taken advantage of Section 230 of the Companies Act 1985 and consequently a profit and loss
account for the Company alone is not presented. 42
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
Notes to the accounts
continued
8 Dividends
2005 2004 2005 2004
(per share) (per share) £’000 £’000
Equity Shares
Ordinary shares of 5p each Final proposed 2.35 pence 2.25 pence 498 468
Interim paid 1.25 pence 1.20 pence 273 271
771 739
9 Earnings per share
(a) Basic earnings per share
The figure for basic earnings per share is calculated by dividing the net profit for the period attributable to ordinary
shareholders (‘Earnings’) by the weighted average number of shares in issue during the year.
Profit for the financial year Earnings per share
2005 2004 2005 2004
£’000 £’000 pence pence
Earnings 3,192 2,922 15.2 14.3
Weighted average number of shares in issue in the year 21,061,734 20,491,260
(b) Diluted earnings per share
Diluted earnings per share is computed after taking into account the dilutive effect of options over ordinary shares
which have been granted by the Company. The effect of these options is to increase the weighted average number of
shares in issue for the year ended 30 June 2005 by 305,411 (2004: 397,203) shares to 21,367,145 (2004: 20,888,463).
(c) Adjusted basic earnings per share
The adjusted basic earnings per share is computed to restate the basic earnings per share figure to exclude the effects
of amortisation of goodwill. Adjustment has been made as follows:
Profit for the financial year Earnings per share
2005 2004 2005 2004
£’000 £’000 pence pence
Earnings 3,192 2,922 15.2 14.3
Add back:
Amortisation of goodwill 728 631 3.4 3.0
Adjusted earnings 3,920 3,553 18.6 17.3
Weighted average number of shares in issue in the year 21,061,734 20,491,260
10 Intangible fixed assets – Goodwill
Group
Goodwill Total
£’000 £’000
Cost
At 1 July 2004 14,557 14,557
Additions – note 27 59 59
At 30 June 2005 14,616 14,616
Amortisation
At 1 July 2004 1,592 1,592
Charge for the year 728 728
At 30 June 2005 2,320 2,320
Net book value
At 30 June 2005 12,296 12,296
Net book value
At 30 June 2004 12,965 12,965 43
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
11 Tangible fixed assets
Group
Assets in the Plant, Fixtures, 
course of Land and machinery fittings and Motor 
construction buildings and tools equipment vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 July 2004 4,588 18,292 11,018 14,427 3,251 51,576
Additions – 1,282 1,589 2,771 784 6,426
Assets completed (4,588) 4,588 – – – –
Disposals – – (62) (276) (765) (1,103)
At 30 June 2005 – 24,162 12,545 16,922 3,270 56,899
Depreciation
At 1 July 2004 – 1,126 7,762 8,085 2,221 19,194
Charge for the year – 517 1,514 1,853 717 4,601
Disposals – – (58) (275) (751) (1,084)
At 30 June 2005 – 1,643 9,218 9,663 2,187 22,711
Net book value
At 30 June 2005 – 22,519 3,327 7,259 1,083 34,188
Net book value
At 30 June 2004 4,588 17,166 3,256 6,342 1,030 32,382
The net book value of Motor vehicles includes £960,000 (2004: £670,000) and the net book value of Plant, machinery
and tools includes £156,000 (2004: £162,000) in respect of assets held under finance leases and hire purchase contracts.
Company
Assets in the Fixtures, 
course of Land and fittings and 
construction buildings equipment Total
£’000 £’000 £’000 £’000
Cost
At 1 July 2004 4,588 14,190 3,801 22,579
Additions – 1,227 1,350 2,577
Assets completed (4,588) 4,588 – –
Disposals – – – –
At 30 June 2005 – 20,005 5,151 25,156
Depreciation
At 1 July 2004 – 587 1,103 1,690
Charge for the year – 407 620 1,027
Disposals – – – –
At 30 June 2005 – 994 1,723 2,717
Net book value
At 30 June 2005 – 19,011 3,428 22,439
Net book value
At 30 June 2004 4,588 13,603 2,698 20,889 44
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
Notes to the accounts
continued
11 Tangible fixed assets (continued)
Group and Company
The net cost of Assets in the course of construction includes finance costs capitalised of Nil (2004: £118,000) and 
the net cost of Land and buildings includes finance costs capitalised of £406,000 (2004: £288,000).
Land and buildings, which are included within Land and Buildings and Assets in the course of construction in the tables
above, are analysed as follows:
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Net book value
Freehold 22,317 20,875 19,011 17,521
Long leasehold 202 208 – –
22,519 21,083 19,011 17,521
12 Fixed asset investments
Company
Shares in 
subsidiaries Total
£’000 £’000
Cost
At 1 July 2004 8,406 8,406
At 30 June 2005 8,406 8,406
Provisions
At 1 July 2004 (350) (350)
At 30 June 2005 (350) (350)
Net book value
At 30 June 2005 8,056 8,056
Net book value
At 30 June 2004 8,056 8,056
Principal operating subsidiaries
At 30 June 2005, the subsidiary companies which, in the opinion of the directors, principally affected the result or net
assets of the Group were as follows:
Subsidiaries
Principal activity
ICM Computer Solutions plc Supply of computer hardware and solutions
ICM Support Services plc IT support services
ICM Recovery Services plc Business continuity services
ICM NetServ Solutions plc Connectivity and internet solutions
ICM Computer Group (Scotland) Limited Support services and computer solutions
ICM Business Solutions Limited Software solutions and support services
ICM Assurity Limited Business continuity services
VHA Limited Property holding company
All of the subsidiary companies held at 30 June 2005 are wholly owned by ICM Computer Group plc through ordinary
shares and are incorporated and operate in Great Britain. A complete list of subsidiaries is included with the Annual Return.  45
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
13 Stocks
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Spares and goods for resale 4,716 5,273 – –
14 Debtors
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Trade debtors 17,002 19,990 32 126
Prepayments and accrued income 2,252 1,984 574 414
Amounts owed by subsidiary companies – – 5,721 7,887
Deferred tax – 38 – –
Other debtors 547 998 526 731
Dividends receivable – – – 1,559
19,801 23,010 6,853 10,717
15 Creditors: Amounts falling due within one year
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Trade creditors 7,901 12,052 1,270 1,721
Obligations under finance leases and hire purchase contracts 492 471 492 471
Bank loans and overdrafts 1,154 1,154 1,154 1,154
Amounts owed to subsidiary companies – – 5,464 6,007
Other creditors 1,332 1,852 1,221 1,747
T axation and social security 3,913 3,785 193 192
Accruals and deferred income 13,789 12,836 426 323
Dividends proposed 498 468 498 468
29,079 32,618 10,718 12,083
16 Creditors: Amounts falling due after more than one year
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Obligations under finance leases and hire purchase contracts 462 251 462 251
Bank loan 14,444 15,598 14,444 15,598
Other creditors – 1,060 – 1,060
Amounts owed to subsidiary companies – – 1,350 1,350
14,906 16,909 16,256 18,259
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Obligations under finance leases and hire purchase contracts
Analysed as follows:
Within the first to second years 329 250 329 250
Within the second to fifth years 133 1 133 1
462 251 462 251 46
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
Notes to the accounts
continued
16 Creditors: Amounts falling due after more than one year (continued)
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Bank loan repayments
Analysed as follows:
Within the first to second years 1,154 1,154 1,154 1,154
Within the second to fifth years 13,290 14,444 13,290 14,444
14,444 15,598 14,444 15,598
£’000 £’000 £’000 £’000
Other creditors
Analysed as follows:
Within the first to second years – 1,060 – 1,060
Within the second to fifth years – – – –
– 1,060 – 1,060
Amounts due to subsidiary companies
Amounts due to subsidiary companies have no scheduled repayment date and are all repayable after 5 years.
17 Contingent liabilities and bank security
Group and Company
The borrowings of subsidiary companies are secured by an unlimited group cross guarantee and cross debenture from
the Company and its trading subsidiaries.
18 Financial instruments
The role that financial instruments have in changing the risks which the Group faces is set out on page 17.
Short term debtors and creditors have been excluded from the analysis of Financial Instruments for which the year end
position is representative of the year as a whole.
Cash at bank yields interest based principally on LIBOR rates. Depending upon working capital requirements, cash
deposits are placed for varying terms depending upon interest rates and yields interest based principally on LIBOR rates. 
The Group manages exposure to adverse interest rate fluctuations by utilising a combination of revolving loan facilities
which are fixed for varying terms at the rate of 0.8125% above the prevailing LIBOR rate and term loan facilities which
are fixed for varying terms at a rate of 1.2125% above the prevailing LIBOR rate. The exposure to adverse interest rate
fluctuations is further managed by using interest rate options (cap and collar) as appropriate. The suitability of these
arrangements are reviewed by the Board in the light of current and forecast interest rate movements and on anticipated
long term cash availability. 
Floating rate borrowings represent hire purchase contracts. Interest on floating rate borrowings is based on the 
Barclays Bank base lending rate plus 1%. 47
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
18 Financial instruments (continued)
The financial liabilities of the Group at the end of the financial year were as follows:
Fixed rate borrowings
Weighted Weighted
average average 
interest time for
Gross Floating rate Fixed rate rate at end which rate
borrowings borrowings borrowings of year is fixed
£’000 £’000 £’000 % Years
At 30 June 2005 (UK Sterling) 16,552 954 15,598 5.77 0.13
At 30 June 2004 (UK Sterling) 17,474 722 16,752 5.41 0.12
At 30 June 2005 the Group had undrawn committed borrowing facilities which were due for review within one year 
of the balance sheet date of £5.0 million (2004: £4.8 million).
Fair value of financial instruments
There are no significant unrealised gains or losses arising on financial instruments (2004: Nil).
The fair value of the Group’s financial instruments, calculated by discounting expected cash flows at prevailing interest
rates at the year end, is not materially different to the book values at 30 June 2005 and at 30 June 2004.
19 Provisions for liabilities and charges
Group
Provision 
Deferred for licence
consideration replacement Total
£’000 £’000 £’000
Provisions
At 1 July 2004 425 306 731
Created in the year – – –
Utilised during year (425) (2) (427)
At 30 June 2005 – 304 304
The provision for licence replacement represents the estimated cost of product replacement of counterfeit software
products which ICM unknowingly purchased and supplied onward to a small number of its customers prior to the 
year 2000.
Group
2005 2004
£’000 £’000
Deferred taxation
Brought forward (38) –
Charge for the year 38 (38)
Carried forward – (38)
The amounts of deferred tax provided and unprovided in the accounts are as follows:
Provided Unprovided
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Capital allowances in excess of depreciation – 26 – –
Short term timing differences – (64) – –
Losses – – (326) (555)
– (38) (326) (555) 48
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
Notes to the accounts
continued
19 Provisions for liabilities and charges (continued)
Company
2005 2004
£’000 £’000
Deferred taxation
Brought forward 314 232
Charge for the year 198 82
Carried forward 512 314
The amounts of deferred tax provided and unprovided in the accounts are as follows:
Provided Unprovided
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Capital allowances in excess of depreciation 514 317 – –
Short term timing differences (2) (3) – –
512 314 – –
20 Called up share capital
2005 2004 2005 2004
Number Number £’000 £’000
Authorised
Ordinary shares of 5p each 28,000,000 28,000,000 1,400 1,400
28,000,000 28,000,000 1,400 1,400
Allotted and fully paid
Ordinary shares of 5p each 21,193,559 20,790,559 1,060 1,040
21,193,559 20,790,559 1,060 1,040
During the year the Company issued 403,000 ordinary shares with a nominal value of £20,000 in respect of options
exercised under the Company’s share option schemes at prices between £0.70 and £1.80. The shares issued raised
£342,000.
21 Share options
Options have been granted over the Company’s ordinary shares of 5 pence each as follows:
Number of Number of Exercise price
shares shares per share Period 
2005 2004 (pence) exercisable
1998 Unapproved Executive Share Option Scheme 418,000 477,800 180 2001 – 2008
10,000 10,000 292.5 2004 – 2011
100,000 100,000 245 2007 – 2014
57,000 57,000 230 2007 – 2014
6,500 – 305 2007 – 2014
100,000 – 295 2007 – 2014
1998 Approved Executive Share Option Scheme 31,000 31,000 285 2004 – 2011
161,000 165,000 292.5 2004 – 2011
61,000 – 305 2007 – 2014
Granted under memorandum of 15 April 1998 – 350,000 70 2001 – 2005 49
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
22 Reserves
Group
Capital Profit
Share Mergerredemption and loss 
premium reserve reserve account Total
£’000 £’000 £’000 £’000 £’000
At 1 July 2004 4,010 2,797 447 19,223 26,477
Issue of ordinary shares 322 – – – 322
Retained profit for the year – – – 2,421 2,421
At 30 June 2005 4,332 2,797 447 21,644 29,220
Prior to the implementation of FRS10: Goodwill and Intangible Assets, purchased Goodwill was written off directly
against reserves in the year of its acquisition as a matter of accounting policy. Goodwill written off in respect of
subsidiary companies and businesses presently held amounts to £1.3 million (2004: £1.3 million).
Company
Profit and 
Share Merger loss 
premium reserve account Total
£’000 £’000 £’000 £’000
At 1 July 2004 4,010 2,797 1,186 7,993
Issue of ordinary shares 322 – – 322
Retained profit for the year – – 601 601
At 30 June 2005 4,332 2,797 1,787 8,916
23 Reconciliation of operating profit to net cash inflow from operating activities
2005 2004
£’000 £’000
Operating profit 5,328 4,898
Depreciation 4,601 3,823
Amortisation of goodwill 728 631
Profit on sale of fixed assets (99) (103)
Movement in stocks 557 (257)
Movement in debtors 3,171 (2,322)
Movement in creditors (5,051) 4,822
Net cash inflow from operating activities 9,235 11,492
24 Analysis of cash flows for headings netted in the cash flow statement
2005 2004
£’000 £’000
Returns on investments and servicing of finance
Interest received 90 53
Interest paid (936) (738)
Interest element of finance lease and hire purchase rental payments (44) (41)
(890) (726)
2005 2004
£’000 £’000
Taxation
UK Corporation tax paid (1,234) (1,335)
2005 2004
£’000 £’000
Capital expenditure and financial investment
Purchase of tangible fixed assets (5,554) (10,911)
Disposal of tangible fixed assets 118 206
(5,436) (10,705) 50
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
Notes to the accounts
continued
24 Analysis of cash flows for headings netted in the cash flow statement (continued)
2005 2004
£’000 £’000
Acquisitions and disposals
Purchase consideration – subsidiaries and businesses acquired (59) (3,926)
Net cash of businesses acquired – 1
(59) (3,925)
2005 2004
£’000 £’000
Financing
New bank loans – 6,000
Capital element of finance lease and hire purchase payments (640) (624)
Capital repaid on bank loans (1,154) (954)
Issue of ordinary shares 342 2,023
(1,452) 6,445
25 Analysis of net debt
Other 
At 1 July Cash non-cash At 30 June
2004 Flow movements 2005
£’000 £’000 £’000 £’000
Cash at bank and in hand 4,145 (577) – 3,568
Debt due within one year (1,154) 1,154 (1,154) (1,154)
Debt due after one year (15,598) – 1,154 (14,444)
Finance lease and hire purchase (722) 640 (872) (954)
(13,329) 1,217 (872) (12,984)
26 Major non-cash transactions
During the year the Group entered into Finance lease and Hire Purchase agreements in respect of assets with a total
capital value of £872,000 at inception (2004: £710,000).
27 Acquisition of subsidiary undertakings
ITM Support Services
ICM Support Services plc, a wholly owned subsidiary of ICM Computer Group plc, acquired the trade and assets of 
ITM Support Services, a division of ITM Group Limited on 1 December 2003.
The final assessment of the fair values of the net assets acquired, consideration and the effects of the acquisition 
were as follows:
Final
As estimated at Movement assessment at
30 June 2004 in year 30 June 2005
£’000 £’000 £’000
Fair value of net assets acquired (400) – (400)
Goodwill arising on acquisition 4,722 59 4,781
Purchase consideration 4,322 59 4,381
The movement during the year represents an increase in the purchase consideration payable by reference to post
completion performance of £53,000 together with additional costs of acquisition of £6,000. 51
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
28 Financial commitments
Operating lease commitments
Group
2005 2004
Land and Land and
buildings Other buildings Other
£’000 £’000 £’000 £’000
Annual commitments under non-cancellable 
operating leases are as set out below:
Operating leases which expire:
Within one year 130 – 205 –
In the first to second years 199 – 6–
In the second to fifth years 147 – 234 –
After five years 908 – 518 –
1,384 – 963 –
Company
The Company had no annual commitments under non-cancellable operating leases.
Capital commitments
Group Company
2005 2004 2005 2004
£’000 £’000 £’000 £’000
Contracted for but not provided in the accounts – – – –
29 Post retirement benefits
(a) Group
SSAP 24 disclosure
The Group operates a defined benefit funded pension scheme and a number of defined contribution schemes covering
certain of its employees. 
The total pension cost to the Group under the defined contribution schemes was £171,000 (2004: £98,000).
The total pension cost to the Group under the defined benefit funded pension scheme was £472,000 (2004: £545,000)
and the employer’s contribution rate for future years, which is maintained in accordance with the advice of the Scheme’s
actuarial advisers, has been set at 7.2% of pensionable earnings. 
The most recent formal actuarial valuation of the defined benefit funded pension scheme took place at 6 April 2003. 
The actuarial method used was the projected unit method. The assumptions which have the most significant effect on
the results of the valuation are those relating to the rate of return on investments and the annual rates of increase in
pensionable earnings. The assumptions used involve the former exceeding the latter by 2.2%. At the date of valuation
the total market value of the scheme’s assets was £4,740,000 and the actuarial value was sufficient to cover
approximately 90% of the benefits that had accrued to members at that date after allowing for expected future
increases in earnings.
FRS17 disclosure
A full actuarial valuation was carried out at 6 April 2003 and updated to 30 June 2005 by a qualified independent actuary. 
The major assumptions used by the actuary at each financial year end were:
2005 2004 2003
Per annum Per annum Per annum
Rate of increase in salaries 3.70% 4.00% 4.00%
Rate of increase in pensions in payment (lesser of 5% per annum and RPI) 2.60% 2.80% 2.50%
Discount rate 4.90% 5.70% 5.20%
Inflation assumption 2.70% 3.00% 2.50% 52
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
Notes to the accounts
continued
29 Post retirement benefits (continued)
The value of the assets in the scheme, the expected rate of return and the net pension liability at the end of the financial
year, measured in accordance with the requirements of FRS 17, are as follows:
Long term Long term Long term 
rate of rate of rate of 
return return return
expected Value expected Value expected Value
at 30 June at 30 June at 30 June at 30 June at 30 June at 30 June
2005 2005 2004 2004 2003 2003 
£’000 £’000 £’000
Insurance contract* 5.8% 7,628 6.7% 6,096 6.0% 5,038
Cash 0.0% 109 0.0% (1) 0.0% 109
Market value of assets 7,737 6,095 5,147
Present value of scheme liabilities (9,712) (7,411) (6,856)
Deficit in scheme (1,975) (1,316) (1,709)
Related deferred tax asset 593 395 513
Net pension liability (1,382) (921) (1,196)
* The assets of the Scheme are invested in Legal and General’s AF4 with-profits deposit administration contract.
If the above amounts had been recognised in the financial statements, the net effect on the presentation of the
financial statements at 30 June 2005 would have been as follows:
2005 2004
£’000 £’000
Balance sheet
Net assets excluding pension liability 30,280 27,517
Net pension liability (1,382) (921)
Net assets including pension liability 28,898 26,596
2005 2004
£’000 £’000
Reserves
Profit and loss reserve excluding pension liability 21,644 19,223
Net pension liability (1,382) (921)
Profit and loss reserve including pension liability 20,262 18,302
2005 2004
£’000 £’000
Charges to operating profit
Current service cost 447 530
Past service cost – –
447 530
2005 2004
£’000 £’000
Charges to net interest payable
Expected return on pension scheme assets 437 326
Interest on pension scheme liabilities (442) (375)
(5) (49) 53
ICM Computer Group plc
Annual report and accounts 2005 Notes to the accounts continued
29 Post retirement benefits (continued)
2005 2004
£’000 £’000
Actuarial (loss)/gain recognised in the statement of recognised gains and losses
Actual return less expected return on pension scheme assets 353 (141)
Experience gains and losses arising on the scheme liabilities 151 (91)
Changes in assumptions underlying the present value of the scheme liabilities (1,183) 659
(679) 427
2005 2004
£’000 £’000
Movement in scheme deficit during the year
Scheme deficit brought forward (1,316) (1,709)
Movement in current service cost (447) (530)
Contributions in the year 472 545
Other finance income (5) (49)
Actuarial (loss)/gain (679) 427
Scheme deficit carried forward (1,975) (1,316)
30 June 30 June 30 June 
2005 2004 2003
£’000 £’000 £’000 
History of experience gains and losses
Difference between the expected and actual return on scheme assets 353 (141) (133)
Percentage of scheme assets at year end 5% (2%) (3%)
Experience gains and losses on the scheme liabilities 151 (91) 46
Percentage of scheme liabilities at year end 2% (1%) 1%
Total amount recognised in statement of recognised gains and losses (679) 427 57
Percentage of scheme liabilities at year end (7%) 6% 2%
(b) Company
The Company is a participating employer within the Group scheme. Contributions to the Scheme are set as a whole
rather than reflecting the actuarial characteristics of the employees of the individual participating employers and as
such the Company cannot identify its share of the underlying assets and liabilities. 54
ICM Computer Group plc
Annual report and accounts 2005 Notice of Annual General Meeting
Notice of Annual General Meeting
Notice is hereby given that the 2005 Annual General Meeting of ICM Computer Group plc will be held at ICM House,
Oakwell Way, Oakwell Park, Birstall, West Yorks on 15 November 2005 at 10.30am for the following purposes:
To consider, and if thought fit, to pass, the following resolutions (of which resolutions 1 to 6 will be proposed as 
ordinary resolutions and resolutions 7 and 8 will be proposed as special resolutions) as ordinary and special business 
as set out below:
Ordinary business
1. To receive, consider and adopt the report of the directors and the accounts for the year ended 30 June 2005 and 
the Auditors report thereon.
2. To declare and sanction a final dividend of 2.35 pence per ordinary share.
3. To approve, on an advisory basis in accordance with S241(1)(c) of the Companies Act, the Remuneration Report 
contained within the report and accounts to 30 June 2005.
4. To elect Mr M Clark as a director of the Company.
5. To re-appoint Deloitte & Touche LLP as Auditors to hold office until the conclusion of the next Annual General 
Meeting and to authorise the directors to determine their remuneration.
Special business
6. To authorise generally and unconditionally the directors for the purposes of Section 80 of the Companies Act 1985
(“the Act”) to exercise all the powers of the Company to allot relevant securities (within the meaning of that Section)
up to an aggregate nominal amount of £353,225 during a period expiring (unless previously renewed, varied or
revoked by the Company in General Meeting) on the earlier of the conclusion of the next Annual General Meeting 
of the Company or 14 February 2007 provided that the Company may make an offer or agreement which would or
might require relevant securities to be allotted after the expiry of such period and the directors may allot relevant
securities in pursuance of any such offer or agreement as if the authority had not expired.
7. That subject to the passing of resolution 6 above, to empower the directors pursuant to Section 95 of the Act to allot
equity securities (as defined in Section 94 of the Act) for cash, pursuant to the general authority confirmed by the
previous resolution, as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall
be limited to:
(a) the allotment of equity securities in connection with an issue or offering by way of rights in favour of holders of
equity securities and any other persons entitled to participate in such issue or offering where the equity securities
respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) 
to the respective number of equity securities held or deemed to be held by them on the record date of such
allotment, subject to such exclusions or other arrangements as the directors may deem necessary or expedient 
to deal with fractional entitlements or legal practical problems arising in any overseas territory or the requirements
of any regulatory body or stock exchange in any territory; and
(b) the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate
nominal value of £105,967 (representing approximately 10% of the issued ordinary share capital of the Company);
and, unless renewed, shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company
or 14 February 2007 provided that the Company may at any time prior to the expiry of the power conferred by this
resolution make an offer or agreement which would or might require equity securities to be allotted after such expiry
and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby
had not expired. 55
ICM Computer Group plc
Annual report and accounts 2005 Notice of Annual General Meeting continued
8. To authorise the Company generally and unconditionally to make market purchases, within the meaning of Section
163 of the Act, of ordinary shares of 5 pence each in the capital of the Company provided that;
(a) the maximum aggregate number of ordinary shares authorised to be purchased is 2,119,355 (representing 10% 
of the issued ordinary shares of the Company);
(b) the minimum price which may be paid for each such ordinary share is 5 pence;
(c) the maximum price, inclusive of expenses, which may be paid for each such ordinary share is an amount equal 
to 105 per cent of the average of the middle market quotations for the Company’s ordinary shares as derived 
from the UK Listing Authority Daily Official List for the ten business days immediately preceding the day on which
such ordinary share is purchased;
(d) unless renewed, the authority shall expire at the earlier of the conclusion of the next Annual General Meeting 
of the Company or twelve months after the passing of this resolution, if earlier;
(e) the Company may make a contract to purchase its ordinary shares under the authority before the expiry thereof,
which will or may be executed wholly or partly after the expiry of that authority, and may make a purchase of its
ordinary shares in pursuance of such contract.
By Order of the Board
S Wainwright
Secretary
25 September 2005
Registered office:
ICM House
Oakwell Way
Oakwell Park
Birstall
West Yorkshire
WF17 9LU
Notes
1. A member entitled to attend and vote at the above meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy
need not be a member of the Company. To be valid, a proxy form must be lodged with the Company’s Registrars, Capita IRG plc, Proxy Department,
PO Box 25, Beckenham, Kent BR3 4TU no later than 48 hours before the time fixed for the meeting. A prepaid form of proxy is enclosed for such purpose.
2. The appointment of a proxy will not prevent a member from attending the meeting and voting in person.
To appoint a proxy to attend the meeting on your behalf you must complete the enclosed form of proxy to show the name of the person you wish 
to appoint as your proxy and how you wish your vote to be cast on each of the resolutions.
3. Only members registered in the register of members of the Company at 9.30am on 11 November 2005 shall be entitled to attend or vote at the
meeting in respect of the number of shares registered in their names at that time. Changes to entries on the register after 9.30am on 11 November 2005
shall be disregarded in determining the rights of any person to attend or vote at the meeting.
4. The register of the beneficial and family interests of the directors in the share capital of the Company and copies of the service contracts of the
directors of the Company will be available for inspection from the date of this notice at the Company’s Registered Office during normal business 
hours and at the place of the Annual General Meeting from 10.00am until the conclusion of the meeting.  ICM Computer Group plc
ICM delivers business availability services to
customers through its IT Assurance business model.
IT Assurance combines IT Solutions, IT Support and
Business Continuity services.
IT Assurance enables clients to implement innovative
business solutions with confidence. IT Assurance
allows companies to maintain optimum system
availability, 24 x 7. IT Assurance ensures that business
systems are safeguarded in every eventuality. 
Contents
01 Highlights
02 At a glance
04 Chairman’s statement
08 Chief Executive’s review
16 Financial review
18 Directors’ report
21 Officers and professional advisers
22 Corporate governance
27 Remuneration report
32 Independent auditors’ report
34 Consolidated profit and loss account
35 Balance sheets
36 Consolidated cash flow statement
37 Consolidated statement of total 
recognised gains and losses
37 Consolidated reconciliation of 
movements in equity shareholders’ funds
38 Statement of accounting policies
40 Notes to the accounts
54 Notice of AGM
The paper used in this report is fully recyclable and meets strict environmental
standards. The pulp used to produce the paper derives from well-managed
sustainable forests and is processed at an ISO 14001 and EMAS accredited mill.
ISO 14001 and EMAS are international standards that specify a process for
controlling and improving a company’s environmental performance.
Designed and produced by College Design www.collegedesign.com
Printed by Royle Corporate Print ICM Computer Group plc 
Annual report and accounts 2005 
Delivering business availability
ICM Computer Group plc  Annual report and accounts 2005 
ICM Computer Group plc
ICM House, Oakwell Way
Oakwell Park, Birstall
West Yorkshire WF17 9LU
www.icm-computer.co.uk