UBC ANNUAL  
2006
REPORT &  
ACCOUNTS UBC is at the forefront of developing businesses 
that serve the growing digital radio sector. UBC has 
one of the fastest growing radio advertising sales 
businesses in the UK. UBC’s radio stations include 
the national digital stations, Classic Gold Digital 
and Oneword Radio. UBC is also a leading supplier 
of the software that operates new digital radio 
data services. In addition, UBC ranks as one of the 
leading independent suppliers of radio programmes 
to the BBC and the commercial radio industry. ANNUAL REPORT AND ACCOUNTS 2006 1
CONTENTS
 1 Financial highlights
 2 Chairman’s statement
 3 Chief executive’s review
 4 > Network programming
 5 > Digital stations
 6 > Digital content
 7 > Digital software
 8 Financial review
10 Board of directors
10 Directors and advisors
11 Report of the directors
14 Corporate governance statement
16 Statement of directors’ responsibilities
17 Remuneration report
18 Independent auditor’s report
19 Consolidated proﬁt and loss account
19  Consolidated statement of recognised  
gains and losses
20 Consolidated balance sheet
21 Company balance sheet
22 Consolidated cash ﬂow statement
23 Notes to the ﬁnancial statements
42 Notice of AGM
43 Proxy form
73
405
1,075
1,564
02  03  04  05  06
9.19
10.32
13.29
15.96
19.44
* Before goodwill amortisation, digital 
licences and spend on development of 
music downloading service
REVENUES BY DIVISION 2006
NETWORK PROGRAMMING
DIGITAL STATIONS
DIGITAL CONTENT
DIGITAL SOFTWARE
£4.12m
£11.01m
£3.08m
£1.23m
REVENUES BY DIVISION 2005
NETWORK PROGRAMMING
DIGITAL STATIONS
DIGITAL CONTENT
DIGITAL SOFTWARE
£4.41m
£7.55m
£2.93m
£1.08m
-210
02  03  04  05  06
OPERATING PROFIT/(LOSS)*
£ thousands
GROUP REVENUES
£ millions UBC MEDIA GROUP PLC 2
Chairman’s Statement
This reinforces my belief that UBC has at its core a 
resilient mix of businesses capable of delivering strong 
revenue growth in the face of adverse trading conditions, 
whilst being positioned to beneﬁt from the growth in a 
digital future.
Financial Performance
Revenues grew 21.8% to £19.44 million (2005:  
£15.96 million). Adjusted operating proﬁt* for the year 
increased to £1.56 million (2005: £1.08 million) and 
our total investment in the year developing a music 
downloading service on digital radio was £396,000 
(2005: nil.), of which £326,000 was capitalised. 
Operating loss for the year was £193,000 (2005:  
£1.09 million loss) and loss before taxation for the  
year was £234,000 (2005: £1.16 million loss).
Strategy
UBC’s strategy continues to be to invest the returns from 
our traditional businesses to ﬁnance the Group’s digital 
expansion. Our strong performance in the last year has 
enabled us to build on our vision of how the growth in 
digital radio is changing the way the radio industry will 
operate in the future. The Board proposes to continue  
its investment in digital radio.
During the year, UBC successfully completed the 
ﬁrst stages in the development of its innovative music 
downloading service on radio. The results of our early 
investment have been as good as we hoped and we 
have recently commenced ﬁeld trials of the service.
The outcome of the trials are as yet unknown. However, 
if the next stages in the development programme are 
successful, we plan to launch a full music downloading 
service using DAB digital spectrum within the next  
12 months.
The Team
On behalf of the Board I would like to thank every 
member of our management and staff at UBC for their 
commitment, enthusiasm and hard work. Our business 
depends on creating the very best in radio content.  
To deliver this we have built a talented and dedicated 
team. None of the achievements of the past year would 
have been possible without the creative ﬂair of everyone 
at UBC.
Prospects
I believe UBC starts the new ﬁnancial year in a stronger 
position than at any time in its history. While the business 
has set itself ambitious targets as we raise the level of 
our investment in digital radio, the potential rewards are 
considerable. Guided by a creative and entrepreneurial 
management team, I am conﬁdent of producing another 
good performance for the year ahead.
I am pleased to report another year of progress for UBC. The 
robust performance of the Group is particularly satisfactory as it 
was delivered in spite of a harsh market for radio advertising for 
much of the year.
John Hodson
Chairman
John Hodson 
Chairman
* Adjusted operating proﬁt represents operating proﬁt before goodwill 
amortisation of £542,000 (2005: £667,000); digital licences of £1.15 
million (2005: £1.5 million); and £70,000 of spend on developing a music 
downloading service. Chief Executive’s Review 
ANNUAL REPORT AND ACCOUNTS 2006 3
UBC is beneﬁting from the current rapid growth in digital radio 
and is positioned for further growth as the full effects of new 
digital radio business models take hold.
Revenues in 2006 for the Group were up by 21.8% on the 
previous year at £19.44 million (2005: £15.96 million), with 
particularly strong growth from our Network Programming 
business, with advertising revenues up 45.8% year-on-year at 
£11.01 million (2005: £7.55 million) as UBC continues to grow 
its market share.
Simon Cole 
Chief Executive
Our four divisions: Network Programming, Digital 
Stations, Digital Content and Digital Software are 
structured to meet the opportunities for revenue 
growth. The investments we have made to date, and 
continue to make, will ensure we build a market 
leading digital radio business.
UBC continues to grow its share of the radio 
advertising market
UBC’s Network Programming business continues 
to beneﬁt from the structural changes occurring in 
the radio industry as a result of the growth of digital 
listening and the fragmentation of audiences. The 
performance of advertising revenues in UBC’s network 
business stands out in sharp contrast to that of the 
commercial radio industry overall, which in the year  
to March 2006 experienced a 6.8% decline in 
advertising revenues.
As we predicted would be the case, networked 
programmes are proving to be a solution to one of the 
main challenges resulting from the growth in digital 
radio. In particular, networked programmes enable 
advertisers to continue to reach signiﬁcant national 
audiences, whilst at the same time providing radio 
stations with a cost effective means of delivering 
expensive ‘must have’ programming. 
During the year, our Network Programming business 
beneﬁted from both strong advertiser demand and an 
increase in the network of stations taking our services. 
UBC continues to invest in building its advertising 
business. During the year, we launched a Network 
News advertising package based on the Sky Radio 
News Service, which we believe is capable of delivering 
strong growth. We continue to actively explore other 
ways of extending our radio advertising business.
UBC’s Digital Stations beneﬁt from the growth 
in digital radio
The future is one where the winning national media 
brands will be genuinely multi-platform, allowing 
audiences to be built by cross promotion. Our 
partnership with Channel 4 Television in Oneword  “ During the year, our 
Network Programming 
business beneﬁ ted 
from both strong 
advertiser demand 
and an increase in the 
network of stations 
taking our services.”
NETWORK PROGRAMMING 
UBC is one of the fastest growing 
advertising sales businesses in the UK. 
Advertising revenues were up 45.8% at 
£11.01 million (2005: £7.55 million) 
as UBC continues to grow market share.
UBC provides three network 
programmes to commercial radio: 
Network Drive, Entertainment News 
and Network News. UBC supplies this 
high quality network programming 
free of charge to commercial radio 
stations across the UK, taking in 
exchange advertising inventory and 
thereby creating strong radio advertising 
opportunities that cut through a 
fragmenting market. UBC continues 
to explore ways to build its radio 
advertising business in the future.
£11.01m
+
45.8%
TURNOVER
NETWORK
PROGRAMMING
UBC MEDIA GROUP PLC 4
Chief Executive’s Review continued
Radio is one of the most signiﬁ cant milestones in 
the development of digital radio to date. Channel 4’s 
investment in Oneword Radio represents the ﬁ rst major 
involvement by a commercial television broadcaster 
in the commercial radio sector and Oneword has 
recently begun to introduce cross-promoted Channel 4 
programming into its schedule.
Sales of DAB digital radios are growing rapidly and 
are forecast* to reach 5 million by the end of the year. 
With 6.4 million people (13% of the population) now 
living in a DAB household and 36% of the population 
reporting they listen to digital services every week, 
digital radio is on the point of becoming a mass-market 
product. In partnership with Channel 4, we believe we 
can build Oneword Radio into one of the prime assets 
in digital radio.
Classic Gold Digital continues to grow its digital 
audience, which now stands at 34% of all listeners to 
the network. The increase in Classic Gold Digital’s 
digital audiences during the year reinforces our long-
standing belief that a national, branded classic hits 
format stands to beneﬁ t disproportionately from the 
growth in digital radio. As part of our overall strategy to 
manage the decline in analogue audiences while we 
grow the number of digital listeners, we continue to 
invest in marketing and quality programming. 
Investing for the future remains our primary objective, 
as the long-term growth of Classic Gold Digital 
depends upon building its digital audiences. In the 
short term we will continue to face the challenges 
of a declining AM audience. During the year Classic 
Gold Digital was also held back by a depressed local 
sponsorship and promotions market. However, the 
ﬁ rst quarter of the new ﬁ nancial year has seen some 
recovery in this area and we are hopeful this trend 
will build as the current year progresses. Classic Gold 
Digital’s revenues in the year to 31 March 2006 were 
down 6.4% at £4.12 million (2005: £4.4 million), 
which was in line with our expectations.
* source: Digital Radio Development Bureau DIGITAL
STATIONS
DIGITAL STATIONS
 “ Our leadership in 
software development 
and our ownership 
of a large part of 
the available digital 
radio data spectrum 
has enabled us to 
develop an exciting 
new service that will 
allow consumers 
to download and 
purchase music on 
mobile devices as
they hear it on
the radio.”
UBC’s Radio Stations – Oneword Radio 
and Classic Gold Digital – are major assets 
in the future digital radio marketplace.
UBC’s national digital station, Oneword 
Radio, is the only commercial station in 
the UK to be linked with a national TV 
broadcaster. Oneword Radio’s link with 
Channel 4 provides high-quality speech 
programming and the cross promotion 
necessary to create a strong new brand.
Classic Gold Digital is one of the UK’s 
leading ‘Gold’ formats, comprising a 
network of 27 local stations, covering 
29 million people. Classic Gold Digital 
continues to grow its digital audience, 
which now stands at 34% of all listeners 
to the network. Revenues in the year, at 
£4.12 million (2005: £4.4 million), were 
in line with expectations.
new service that will new service that will 
to download and to download and 
purchase music on 
mobile devices as
they hear it on
the radio.” the radio.”
which now stands at 34% of all listeners 
£4.12m
-
6.4%
TURNOVER
ANNUAL REPORT AND ACCOUNTS 2006 5
UBC’s Digital Content Division moves into audio
on demand 
As has been the case in television, we believe that the 
digital radio market will see a shift from live delivery 
of content to one in which content is increasingly 
available ‘on demand’. In this environment, the values 
of content and brand become more important than the 
value of individual broadcast licences. We can expect 
to see content brand owners that have not previously 
been involved in radio – such as newspapers 
– entering the market. UBC’s programming business 
is very well positioned to take advantage of this market 
and in the last year UBC has won contracts to produce 
podcasts for The Times, The Sun, The Daily Telegraph 
and the News of The World.
Together with the Group’s existing business of 
production for BBC Radio, this has led to a 5.1% 
increase in revenues for the year to £3.08 million 
(2005: £2.93 million). This performance also reﬂ ects 
a particularly strong contribution from our regional 
and specialist music business, Smooth Operations, 
which continues to beneﬁ t from the BBC’s decision to 
increase the amount of programming it commissions 
from outside London. Overall, our production 
businesses remain well positioned to beneﬁ t from 
any future growth in the programming budgets of the 
BBC’s national digital radio stations. During the year, 
UBC was commissioned to produce the ﬁ rst new 
network chart programme launched by the commercial 
radio sector in 22 years.
Software sales growing strongly
UBC’s Digital Software division reported revenues up 
13.9% at £1.23 million (2005: £1.08 million). UBC 
is the market leader in the development of software 
solutions for digital radio. During the year our software 
development business established a growing presence 
in a number of key overseas markets. 
UBC has two main software products: ‘ManDLS’ 
software, which is used to manage the scrolling 
text (Dynamic Label Segment) element of a digital 
radio service; and a software programme used to  UBC MEDIA GROUP PLC 6
Chief Executive’s Review continued
DIGITAL
CONTENT
“ The perfomance of 
the past year shows 
that UBC is ideally 
positioned across all its 
businesses to beneﬁ t 
from the growth of 
digital radio.”
DIGITAL CONTENT 
UBC is one of the largest independent 
audio production companies in the UK. 
In addition to its core radio programming 
for the BBC, in the last year UBC has 
taken a lead in producing on-demand 
programming for new customers, such as 
News International.
In 2006, UBC’s multi-award winning 
production businesses produced over 640 
hours of programming for the BBC as well 
as new ‘podcast’ programming for The Sun, 
The Times, the News of The World and The 
Daily Telegraph. Together with the existing 
business of audio production for BBC 
Radio, revenues for the year were up 5.1% 
at £3.08 million (2005: £2.93 million).
£3.08m
+
5.1%
TURNOVER
operate electronic programme guide (EPG) services 
on EPG-enabled digital devices. Sales of both 
software products continue to beneﬁ t from growing 
levels of investment by radio broadcasters in digital 
services. During the year UBC announced two 
major developments that we believe have long-term 
beneﬁ ts for our software business. The ﬁ rst was an 
agreement with BT Movio (previously BT Livetime) 
to supply and implement an EPG for the new Movio 
entertainment service soon to be launched on the 
Virgin Mobile network; and, secondly, a tie-up with 
Harris Corporation, the US market leader in radio 
broadcasting equipment, to incorporate UBC’s 
ManDLS software into its HD™ radio product range. 
Music Downloading
Last year was one for delivering on our promises 
– in particular, the promise that the investment 
in our digital radio strategy would bring tangible 
beneﬁ ts to the Group. The performance of the past 
year demonstrates how UBC has built a robust and 
innovative mix of businesses that are capable of 
generating growth from digital radio.
The growth of digital radio in the UK continues to 
gather pace. We believe the key driver for the next 
phase of development and innovation will be the 
convergence of digital radio with other forms of mass 
communication. A milestone in this process was the 
launch by BT Movio and Virgin Mobile of the ﬁ rst DAB 
enabled mobile phones, broadcasting digital television 
and radio services over the commercial DAB network. 
This will be followed by the ﬁ rst DAB/MP3 products, 
which are due to be launched later this year. It is our 
belief that product innovation will drive the next phase 
in the growth of digital radio and these products will 
transform how consumers use their radios, and when 
and what consumers use their radios for.
Our leadership in software development and our 
ownership of a large part of the available digital 
radio data spectrum (which is a key component for 
delivering interactive and broadcasting services) has 
enabled us to develop an exciting new service that will 
allow consumers to download and purchase music on 
mobile devices as they hear it on the radio. ANNUAL REPORT AND ACCOUNTS 2006 7
DIGITAL 
SOFTWARE
DIGITAL SOFTWARE
UBC ranks as a market leader in the 
development of software for digital radio. 
Revenues for UBC’s digital software 
business were up 13.9% at £1.23 million 
(2005: £1.08 million).
UBC’s software products power some of 
the most innovative new services in digital 
radio. Building on our experiences in the 
UK digital radio market, UBC is beneﬁ ting 
from the worldwide growth in digital radio. 
In 2006, UBC announced the ﬁ rst sales of 
its software in the US – the world’s largest 
radio market.
£1.23m
+
13.9%
TURNOVER
During the year, we successfully completed the ﬁ rst 
stage in developing a music downloading service over 
DAB digital radio. We are currently undertaking ﬁ eld 
studies. Depending upon the successful completion 
of the next stages in the development programme, 
we plan to launch a full consumer service in the next 
12 months. We believe that music downloading over 
radio has the potential to be one of the most signiﬁ cant 
innovations undertaken by the industry in recent times. 
As a pioneer in developing digital radio in the UK, we 
believe this is an opportunity that UBC is ideally placed 
to exploit. Subsequent to the year-end the Board 
approved the raising of additional funds, via a share 
issue subject to EGM approval, for further investment 
in the Group’s music downloading service.
Prospects
As digital listening grows it is increasingly apparent 
that it is also changing the business model on which 
the radio industry in the UK has operated since the 
launch of commercial radio in 1973. The performance 
of the past year shows that UBC is ideally positioned 
across all its businesses to beneﬁ t from the growth of 
digital radio – whether satisfying demand for low-cost, 
high-quality networked programming; developing the 
software that operates new digital services; operating 
radio stations that beneﬁ t from the growth in digital 
audiences; or developing entirely new business areas 
(such as music downloading) that arise from the 
capabilities of digital radio.
The year ahead will be an exciting and challenging 
one for the Group. However, UBC has shown that for 
it, digital radio is an opportunity and one that we are 
ideally placed to exploit.
Simon Cole
Chief Executive UBC MEDIA GROUP PLC 8
Financial Review
Jennifer Donald 
Finance Director
In the year to 31 March 2006 Group revenues grew 21.8% to 
£19.44 million (2005: £15.96 million).
Year ended 31 March 2005 2006
 (£’000) (£’000)
Turnover 15,960 19,435 +21.8%
Gross Proﬁt 4,485 5,083 +13.3%
Adjusted Operating Proﬁt 1,075 1,564 +45.5%
Goodwill Amortisation (667) (542)
Digital Licence Costs (1,501) (1,145)
Music Downloading Costs* (0) (70)
Operating Loss (1,093) (193)
* Investment in Music Downloading in 2006 was £396,000, £326,000 
of which was capitalised.
This growth was driven in particular by strong demand 
for our Network Programming business, where UBC 
generates its revenues from selling advertising on the 
‘must have’ radio programmes that it supplies to the 
commercial radio industry. Network programming 
delivered revenues up 45.8% at £11.01 million (2005: 
£7.55 million). 
Revenues from the Classic Gold Digital network of radio 
stations were down 6.4% at £4.12 million (2005: £4.4 
million), caused partly by a poor local sponsorship and 
promotions market. Continuing strong growth in Classic 
Gold Digital’s digital audiences compensated in part for 
the continuing long-term decline in AM listeners. 
Revenues from our Digital Content business, which 
includes our programme production business supplying 
the BBC, were 5.1% ahead at £3.08 million (2005: £2.93 
million), reﬂecting a strong contribution from our regional 
and specialist music business. 
UBC’s Digital Software operation delivered revenues up 
13.9% at £1.23 million (2005: £1.08 million), with strong 
growth from software sales compensating for our decision 
to withdraw from certain of our low-margin radio facilities 
activities.
UBC’s adjusted operating proﬁt grew by 45.5% to 
£1,564,000 (2005: £1,075,000), a record high for  
the Group. 
Continued tight cost control helped the Group achieve 
an improvement in adjusted operating proﬁt margin from 
6.74% to 8.05%.
UBC reported a loss on ordinary activities before taxation 
in the year of £234,000 (2005: £1,155,000 loss)
Investment in digital radio
UBC continues to invest heavily in the development of its 
digital radio strategy. During the year UBC spent a total 
of £2.04 million (2005: £1.79 million) in its digital radio 
strategy, comprising the following amounts:
•  £977,000 million (2005: £963,000) on transmitting 
Classic Gold Digital on digital multiplexes covering 
Northern England and London, which signiﬁcantly 
increases Classic Gold Digital’s coverage area;
•  Joint venture investment of £503,000 (2005: 
£680,000) in Oneword Radio. UBC’s investment in 
Oneword Radio in 2005 includes investment in the 
station as a subsidiary;
•  £396,000 (2005: nil) in Digital Music Downloading, of 
which £326,000 was capitalised; and
•  £168,000 (2005: £144,000) in data licence fees for 
broadcasting regional data services on ﬁve MXR digital 
multiplexes.
We expect our investment in the development of digital 
radio will grow in the forthcoming year. As a result of this 
investment the Group is expecting to be able to launch 
a commercial music downloading service using digital 
radio within the next 12 months.
Strategic Objectives
In the year ahead UBC has set itself the following ﬁve 
strategic objectives:
i)  to launch a consumer music downloading service 
within the next 12 months; ANNUAL REPORT AND ACCOUNTS 2006 9
REVENUE OVER 3 YEARS
£ millions
NETWORK PROGRAMMING 
CLASSIC GOLD DIGITAL LICENCE FEES 
INVESTMENT IN ONEWORD
MUSIC DOWNLOADING
977
396
503
13.29
15.96
19.44
04
05
06 1.23 3.08 4.12 11.01
1.08 2.93 4.40 7.55
1.18 2.18 4.69 5.24
DIGITAL STATIONS DIGITAL CONTENT DIGITAL SOFTWARE 
OPERATING PROFIT*
£ thousands
04
05
06
405
1,075
1,564
UBC’S INVESTMENT IN DIGITAL RADIO IN 2006
MXR DATA LICENCE FEES 
168
£ thousands
ii)  to increase digital listeners to Oneword Radio to 
200,000 in the Q1 2007 RAJAR survey;
iii)  that our Network Programming Division will continue 
to outperform the radio sector in advertising sales;
iv)  to achieve US$0.5 million of digital software revenues 
from North America; and
v)  to achieve the Group’s ﬁrst subscription revenues 
from audio services.
Disposal
In April 2005, UBC sold a 51% interest in Oneword Radio 
Limited to Channel 4 Television for a cash consideration of 
£1 million, giving rise to a proﬁt on the sale of £629,000.
Smooth Operations - deferred consideration
The acquisition of the business of Smooth Operations 
in August 2004 included a maximum deferred 
consideration of £1.9 million depending on the proﬁt 
growth achieved by Smooth Operations in each of the 
two years following the acquisition. The ﬁrst tranche of 
the deferred consideration was paid in September 2005, 
comprising a cash payment of £399,000 and the issue of 
approximately 1.07 million new UBC ordinary shares. The 
maximum remaining deferred consideration is payable in 
September 2006 and is capped at £1.235 million and will 
be payable 60% in cash and 40% from the issue of new 
UBC ordinary shares.
Advisors
In accordance with best practice, UBC undertook a review 
of a number of its advisory appointments during the year. 
This included a review of the Group’s audit arrangements, 
as a result of which Deloitte & Touche LLP were appointed 
as auditors to the Group. During the year, Barclays were 
appointed as bankers to the Group. At 31 March 2006, 
the Group had an unutilised committed bank facility  
with Barclays Bank of £1.0 million. In addition, N.M. 
Rothschild & Son have been appointed as ﬁnancial 
advisers to the Group.
Cash Flow
During the year, UBC had a cash inﬂow from operating 
activities of £1,312,000 (2005: £862,000 outﬂow),  
which included a working capital inﬂow during the  
period of £840,000 (2005: £565,000 outﬂow).
Cash
At 31 March 2006, UBC had cash in the bank of  
£4.68 million (2005: £3.50 million).
Loss per Share
In the year to 31 March 2006 UBC increased its EPS  
to -0.07p (2005: -0.61p).
Dividend
The Board is not recommending the payment of a 
dividend.
Post Balance Sheet Event
Subsequent to the year-end the Board approved the 
raising of additional funds, via a share issue subject to 
EGM approval, for further investment in the Group’s 
music downloading service.
Jennifer Donald
Finance Director
* Before goodwill amortisation, digital licences and spend 
on development of music downloading service UBC MEDIA GROUP PLC 10
John Hodson (59) Non-Executive Chairman
John Hodson was appointed to the Board as Non-Executive Chairman of  
the Company in February 2005. John is a former Chief Executive of Singer  
& Friedlander Group. He is non-executive chairman of Strategic Equity Capital 
plc and is a director of Domino’s Pizza UK & IRL plc and Prestbury Group.
John is Chairman of the Nominations Committee and a member of the 
Remuneration Committee.
Simon Cole (48) Chief Executive
Simon Cole founded Unique Broadcasting in 1989 in partnership with Tim 
Blackmore, having pioneered the market for national sponsored programmes 
whilst at Piccadilly Radio, where he was Head of Programmes. Simon has 
been awarded a fellowship of the Radio Academy. Simon is a member  
of the Nominations Committee.
Jennifer Donald (51) Finance Director
Jennifer Donald qualiﬁed as a chartered accountant with KPMG and has  
held directorships in a number of private and publicly-owned companies.  
Prior to joining UBC Media Group, Jennifer was Finance Director of McCarthy 
Corporation plc. Jennifer is a member of the Nominations Committee.
Matthew Honey (40) Managing Director, Unique Interactive
Matthew Honey is Managing Director of Unique Interactive, with responsibility 
for the Group’s Digital Software activities. Matthew joined Unique Broadcasting 
in 1992 and prior to his appointment as Managing Director of Unique 
Interactive in December 2000 served as Finance Director of the Group. 
Matthew qualiﬁed as a chartered accountant with Coopers & Lybrand.
John Quinn (49) Commercial Director
John Quinn has overall responsibility for the Group’s commercial airtimes sales. 
John joined Unique Broadcasting in 1996. He was formerly Sales Controller  
for Virgin Radio and Atlantic 252 and launch Sales Director of Kiss FM.
Tim Blackmore MBE (61) Non-Executive Director and Group Editorial Director
Tim Blackmore founded Unique Broadcasting in 1989 with Simon Cole,  
after a career in radio production with BBC Radio One and Capital Radio.  
In 2004 Tim stepped down from day-to-day executive responsibilities and was 
appointed as a Non-Executive Director. He continues to act as Group Editorial 
Director for UBC Media Group and as Chairman of Classic Gold Digital and 
Smooth Operations and is a director of Oneword Radio. Tim was awarded  
an MBE for services to independent radio production. Tim has also been 
awarded a fellowship of the Radio Academy and is Chairman of the Sony 
Radio Academy Awards.
Kelvin Harrison (51) Non-Executive Director
Kelvin Harrison is a chartered engineer with signiﬁcant experience of  
the software, electronics and communications sectors in various positions, 
including chief executive of public and private companies. Kelvin is also  
Chief Executive of Maxima Holdings plc. Kelvin is Chairman of the 
Remuneration Committee and a member of the Audit Committee.
Paul Pascoe (45) Non-Executive Director
Paul Pascoe is Chief Executive Ofﬁcer of the Unique Group of companies, 
which are engaged in television and event production, video communication 
and talent management. Paul serves as a Non-Executive Director of UBC 
Media Group and is Chairman of the Audit Committee and a member  
of the Remuneration Committee.
Professor Roger Silverstone (61) Non-Executive Director
Roger Silverstone is Professor of Media and Communications at the London 
School of Economics, having previously worked in television research and 
production for London Weekend Television, Associated Television and the BBC. 
Roger is a member of the Audit and Remuneration committees.
Board of Directors
Executive directors
Simon A. Cole
Jennifer H. Donald
Matthew A. Honey
John P. Quinn
Non-executive directors
John Hodson
Timothy J. Blackmore MBE
Kelvin F. Harrison
Paul H. B. Pascoe
Roger S. Silverstone
Keith R. Harris*
I. Michael Peacock OBE**
Noel E. Edmonds***
Company Secretary
Simon J. Howell
Registered ofﬁce
50 Lisson Street
London NW1 5DF
Registered number
3958483
Nominated adviser  
and broker
Seymour Pierce Limited
Bucklersbury House
3 Queen Victoria Street
London EC4N 8EL
Financial adviser
N M Rothschild & Sons
New Court
St. Swithin’s Lane
London EC4P 4DU
Solicitors to the Company
Wragge & Co LLP
55 Colmore Row
Birmingham B3 2AS
Auditors
Deloitte & Touche LLP
Hill House
1 Little New Street
London EC4A 3TR
Principal bankers
Barclays Bank plc
27 Soho Square
London W1D 3QR
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersﬁeld HD8 0LA
Financial public relations
Portland
Bloomsbury House
4 Bloomsbury Square
London WC1A 2RP
Directors and Advisors 
for the year ended 31 March 2006
 *  K. R. Harris resigned as a director of UBC Media Group plc on 26 May 2005
**  I. M. Peacock resigned as a director of UBC Media Group plc on 29 July 2005
***  N. E. Edmonds resigned as a director of UBC Media Group plc on 22 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 11
The directors present their report and the audited ﬁnancial statements for the year ended 31 March 2006.
Business review and principal activities
The Chief Executive’s Review of Business is contained on pages 3 to 7 and the Financial Review, which 
includes key performance indicators, is contained on pages 8 to 9. The principal business of the Group is 
the ownership and operation of digital and analogue commercial radio stations, the sale of radio 
advertising, radio programming and the provision of audio and data services to the radio industry.
Directors and their interests
The names of the directors serving in the year and their interests at 31 March 2006 were as follows: 
 Number of ordinary shares Number of ordinary shares Ordinary shares under option
  as at 31 March 2005 as at 31 March 2006 as at 31 March 2006
J. Hodson – – –
S. A. Cole 26,667,884 20,667,884 –
J. H. Donald 19,225 19,225 3,225,299
M. A. Honey 4,481,429 4,481,429 417,935
J. P. Quinn 2,850,000 2,462,506 3,406,530
T. J. Blackmore MBE 20,080,857 20,080,857 –
K. F. Harrison 2,500 2,500 –
P. H. B. Pascoe 50,000 50,000 –
R. S. Silverstone – – –
Report of the Directors 
for the year ended 31 March 2006
At 31 March 2006, the following directors’ interests were also noted:
1.  Of the ordinary shares shown as beneﬁcially held by S. A. Cole, 
5,000,000 are registered under the name of HSBC Global Custody 
Nominee (UK) Limited.
2.  Of the ordinary shares shown as beneﬁcially held by T. J. Blackmore, 
3,344,226 are registered in the name of his wife Margaret 
Blackmore.
3.  Of the ordinary shares shown as beneﬁcially held by M. A. Honey, 
63,000 are registered in the name of his wife, Shona Paterson, and 
130,000 are registered in the name of Matthew & Shona Honey 
(ECH Trust) and 130,000 are registered in the name of Matthew & 
Shona Honey (GRH Trust).
4.  6 April 2006 P. H. B. Pascoe purchased an additional 253,205 
shares of UBC Media Group plc. In addition to the shares held by P . 
H. B. Pascoe, as Chief Executive of Unique Group Limited, P . H. B. 
Pascoe is also deemed to be interested in the 8,448,714 shares of 
UBC Media Group held by that company. 
5.  Of the ordinary shares shown as being under option to J. P. Quinn, 
M. A. Honey and J. H. Donald, 3,649,604 are under option to the 
trustees of the Company’s Employee Beneﬁt Trust (3,020,299 for J. 
H. Donald, 95,355 for M. A. Honey and 533,950 for J. P . Quinn) who 
have conﬁrmed their intention to hold the options in trust for the 
above named and their families. The Employee Beneﬁt Trust is a 
discretionary trust for the beneﬁt of the Company’s employees, 
former employees, their families and dependents.
Share options
Details of share options and warrants held by directors during the year over the 
ordinary shares of 1p each in the Company are set out below. The options were 
issued for no consideration.
 Options Options Options Options Options  Date
 outstanding  granted relinquished  exercised outstanding Exercise price  from which
 1 April 2005  in year in year  in year 31 March 2006  (pence)  exercisable Expiry date
J. H. Donald 205,000 *** – – – 205,000 48.50 20/11/02 07/12/10
K. Harris 3,000,000 ** – – 3,000,000 **** – 3.13 22/06/00 30/09/05
M. A. Honey 322,580 *** – – – 322,580 31.0 02/04/03 02/04/11
J. P. Quinn 300,000 * – – – 300,000 1.03 31/03/02 30/09/06
 2,250,000 ** – – – 2,250,000 1.66 26/03/00 30/09/06
 322,580 *** – – – 322,580 31.0 02/04/03 02/04/11
 * Granted under the Unapproved Executive Share Scheme.
 ** Granted under the Unapproved Executive Share Scheme Number Two. 
 *** Granted under the Enterprise Management Incentive Share Option Scheme.
 ****  These options were exercised on 29 September 2005. UBC’s share price at the close of business  on 29 September 2005 was 26.75p
The Company’s share price as at 31 March 2006 was 19.5p and the range during the year was 19.5p to 30p. UBC MEDIA GROUP PLC 12
Substantial shareholders
At 1 June 2006, the Company has been informed of the following interests  
of 3% or more in its ordinary shares of 1p each in issue at that date:
  % of issued  
 Number of shares share capital
S. A. Cole 20,667,884 11.82
T. J. Blackmore MBE 20,080,857 11.49
D. C. Thomson & Company Limited 17,000,000 9.72
Vidacos Nominees Limited 10,516,000 6.01
State Street Nominees Limited 9,817,325 5.62
Unique Group Limited 8,448,714 4.83
I. M. Peacock OBE 6,921,000 3.96
BNY (OCS) Nominees Limited 5,845,306 3.34
Report of the Directors continued
for the year ended 31 March 2006
Re-election of directors
In accordance with the Articles of Association S. A. Cole, J. H. Donald and  
P. H. B. Pascoe offer themselves for re-election at the forthcoming AGM, 
details of which are set out on page 42. Brief particulars of all directors  
can be found on page 10.
Corporate governance
As an AIM listed company, UBC Media Group plc is not required to comply 
with the main provisions of the principles of good governance and code of best 
practice prepared by the Committee on Corporate Governance (the ‘Combined 
Code’). However, insofar as they are able for a company of its size, the Board 
complies with the provisions of the Combined Code. Details concerning the 
Group’s arrangements relating to corporate governance and its compliance 
with the Combined Code are given on pages 14 to 16. The Directors’ Report 
on Remuneration is given on page 17.
Principal risks and uncertainties
The outlook for the radio advertising market is uncertain and whilst the Group 
has performed well this year, there is no certainty it will do so against the 
market in the future. However, as disclosed elsewhere in the annual report  
and accounts, the Group’s strategy of investing in network programming  
is providing access to audiences that advertisers want and is thus mitigating  
the risk for the Group.
A continuing long-term decline in listening to radio services broadcast on AM 
is adversely affecting the ability to generate advertising revenues. The Group 
accepts this risk, but is conﬁdent that the growth in digital audiences will 
compensate for future declines in analogue audiences.
There is a risk that the Group will lose key programming contracts with the 
BBC, but this is mitigated by the fact that the majority of contracts by value  
are long-term and the BBC has committed to increase the percentage of its 
output that is commissioned from the independent radio production sector.
The ultimate size of the markets for the Group’s digital software products and 
the music downloading service currently under development are uncertain. 
However, the Group believes there is signiﬁcant commercial potential for these 
products and continues to invest in both product and market development.
The other main risks to the Group are people, especially key executives, and 
the ﬁnancing risks associated with being involved with early stage opportunities 
(such as digital music downloading). Retention of the key executives of  
the Group is recognised as a risk and is managed by the incentive and 
remuneration arrangements referred to on page 17. Financing of the Group’s 
activities is covered in the Financial Review on pages 8 to 9.
Annual general meeting
The following special business is being proposed at this year’s Annual  
General Meeting:
Authority to directors to allot shares: Resolution 7
The Companies Act 1985 provides that the directors may not allot shares 
unless empowered to do so by the shareholders. Such a power cannot be 
given for longer than ﬁve years at any one time and the total nominal value  
of shares that can be allotted must be speciﬁed. In order to renew the Board’s 
powers in respect of unissued shares it is, accordingly, proposed that the 
directors be granted general authority at any time prior to the expiry of  
15 months following the forthcoming Annual General Meeting (or prior to   ANNUAL REPORT AND ACCOUNTS 2006 13
the next Annual General Meeting of the Company, if earlier) to allot shares  
up to an aggregate nominal value of £262,236 representing approximately  
15% of the current issued share capital.
Disapplication of pre-emption rights: Resolution 8
This resolution is proposed for two reasons. Firstly, it renews the directors’ 
authority to implement rights issues without complying fully with the technical 
requirements of section 89 of the Companies Act 1985 (relating to the allotment 
of shares for cash). Secondly, the resolution gives the directors authority to 
allot shares for cash other than by way of rights to existing shareholders up  
to an aggregate nominal amount of £174,824. This power will provide the 
directors with the ﬂexibility to take advantage of business opportunities as  
they arise. Shareholders should note that the London Stock Exchange does  
not require shareholders’ speciﬁc approval for each issue of shares for cash  
on a pre-emptive basis to the extent that under section 95 of the Companies 
Act 1985 the provisions of section 89 are disapplied generally. If given,  
this authority will expire ﬁfteen months from the date of passing of the  
special resolution or, if earlier, on the date of the next Annual General  
Meeting of the Company.
Employee involvement
The Group places considerable value on the involvement of its employees and 
encourages the development of employee involvement in each of its operating 
companies through both formal and informal meetings. It is the Group’s policy 
to ensure that employees are made aware of signiﬁcant matters affecting the 
performance of the Group through information bulletins, informal meetings, 
team brieﬁngs, internal newsletters and the Group’s website and intranet.
Employment policy
The Group acknowledges the vital role that all employees play in its success 
through their skills, initiative and commitment. The Group endorses and 
supports the principles of equal opportunities and always fully considers 
applications by disabled persons. The policy in respect of staff that become 
disabled whilst employed is to train and assist them wherever practicable to 
continue within the Group. It is the policy of the Group to consider individuals 
on their merit and to make employment decisions on a non-discriminatory 
basis in compliance with its legal obligations. The Group’s policy is to ensure 
that, as far as is reasonably practicable, working environments exist which  
will minimise risk to the health and safety of employees.
Going concern
After reviewing the Group’s budget for the year to 31 March 2007 and its 
medium-term plans, the directors have a reasonable expectation that the 
Group has adequate resources to continue in operation for the foreseeable 
future. Therefore they have adopted the going concern basis in preparing  
the accounts.
Charitable donations
The Group made charitable contributions of £633 (2005: £5,492) during the 
year, of which £609 was donated to the Group’s nominated charity, Macmillan 
Cancer Relief. The Group made no political donations during the year.
Auditors
The auditors, Deloitte & Touche LLP, have indicated their willingness to 
continue in ofﬁce and a resolution that they be re-appointed will be proposed 
at the Annual General Meeting.
Disclosure of information to auditors
Each of the directors at the date of approval of this report conﬁrms that:
so far as the director is aware, there is no relevant audit information of which 
the Company’s auditors are unaware; and the director has taken all the steps 
he/she ought to have taken as a director to make himself/herself aware of any 
relevant audit information and to establish that the Company’s auditors are 
aware of that information. This information is given and should be interpreted 
in accordance with the provisions of s234ZA of the Companies Act 1985.
Policy and practice on payment of creditors
Each Group company is responsible for agreeing the details of terms and 
conditions relating to transactions with its suppliers where goods and services 
have been supplied in accordance with the relevant terms and conditions of 
the contract. Trade creditors for the Company at 31 March 2006 represented 
60 days of purchases (31 March 2005: 41 days of purchases).
By order of the Board
 
Simon Howell 
Company Secretary 
50 Lisson Street 
London NW1 5DF 
26 June 2006 UBC MEDIA GROUP PLC 14
As an AIM-listed company, UBC Media Group plc is not required to comply 
with the main provisions of the principles of good governance and code of best 
practice contained in the Combined Code on Corporate Governance issued by 
the Financial Reporting Council in July 2003 (the ‘Combined Code’). However, 
the Company supports the principles of good governance laid down in the 
Combined Code and insofar as they are able, for a company of its size, the 
Board complies with the provisions of the Combined Code.
The Board
The Company is controlled through a Board of Directors, which at 31 March 
2006 comprised four executive directors and ﬁve non-executive directors. 
Short biographies of each director are set out on page 10.
The role of the Chairman and that of the Chief Executive are separate and 
have been so since the Company’s formation.
The Senior Non-Executive Director is P. H. B. Pascoe.
The Chairman is responsible for the leadership of the Board, ensuring its 
effectiveness in all aspects of its role and setting its agenda. The Chairman also 
ensures that the directors receive accurate, timely and clear information and 
that there is effective communication with shareholders. The Chairman also 
facilitates the effective contribution of the other Non-Executive Directors and 
ensures constructive relations between executive and non-executive directors.
The Chief Executive’s responsibilities are concerned with managing the 
Group’s business and implementing Group strategy.
The Board’s role is to provide entrepreneurial leadership of UBC Media Group 
within the framework of prudent and effective controls that enable risk to be 
assessed and managed. The Board is responsible for setting the Company’s 
strategic aims and for ensuring the ﬁnancial and human resources are in  
place for the Company to meet its objectives and to review management 
performance. The Board is also responsible for setting the Company’s values 
and standards and ensuring that its obligations to its shareholders are 
understood and met. The Combined Code requires that the Board undertakes 
a formal annual evaluation of its performance, its directors and its committees. 
During the year, a review was conducted led by the Chairman and using criteria 
based on guidance in the Code as the framework for the evaluation process. 
Each Board member provided an evaluation of Board performance, and these 
were used as the basis for a collective discussion. An assessment of the 
effectiveness of individual members of the Board and of the Chairman was also 
carried out, and any issues raised were followed up with appropriate action.
The Board dispatches its role by holding bi-monthly meetings, at which:
–  the monthly management accounts, including budgets and prior year 
comparatives, are presented and reviewed;
–  strategy is set and policy is debated;
–  all signiﬁcant investment and acquisition opportunities are reviewed and,  
if appropriate, approval is given; and
–  any proposed changes to internal control and operating policies are debated.
The Non-Executive Directors bring a wide range of experience and expertise  
to the Company’s affairs which allows them to constructively challenge and 
help develop proposals and strategy, scrutinise performance and controls and 
take decisions objectively in the interests of the Company. P. H. B. Pascoe  
is not considered by the Board to be independent by virtue of his position  
as chief executive ofﬁcer of Unique Group Limited, which is a signiﬁcant 
shareholder in the Company. In addition, T. J. Blackmore, by reason of his 
signiﬁcant shareholding in the Company, is not considered by the Board to  
be independent.
All directors are subject to election by shareholders at the ﬁrst opportunity after 
appointment and at each Annual General Meeting of the Company one-third  
of the Directors are subject to retirement by rotation. At the Annual General 
Meeting in 2005 J. Hodson, M. A. Honey, J. P. Quinn and R. S. Silverstone 
were re-elected to the Board. Details of directors submitted for re-election  
at the forthcoming AGM are provided on page 42.
The Company indemniﬁes directors for claims made against them in relation to 
their duties, with the exception of any losses incurred as a result of their wilful 
negligence. Insurance cover with an annual limit of £1 million is maintained  
in respect of potential legal action.
The Board of Directors meets formally approximately every two months.  
During the year attendance at formal meetings of the Board was as follows:
Corporate Governance Statement ANNUAL REPORT AND ACCOUNTS 2006 15
 Number of Board  
 meetings attended
J. Hodson 7
S. A. Cole 7
J. H. Donald 7
M. A. Honey 7
J. P. Quinn 7
T. J. Blackmore MBE 6
K. F. Harrison 7
P. H. B. Pascoe 6
R. S. Silverstone 7
N. E. Edmonds (resigned as a director on 22 March 2006) 0
K. R. Harris (resigned as a director on 26 May 2005) 0
I. M. Peacock OBE (resigned as a director on 29 July 2005) 2
In addition there were a number of informal meetings of the Board.
The Company has adopted the Model Code for Directors’ dealings as applicable 
to AIM companies.
Financial reporting and going concern
The Board places considerable emphasis on ensuring that all communications 
with shareholders present a balanced and transparent assessment of the 
Group’s position and prospects. The Board or a sub-committee of the Board 
reviews and approves results announcements, interim reports, annual reports, 
the Chairman’s AGM statement and trading updates prior to their release.  
The directors’ statement of responsibilities in respect of the preparation of 
ﬁnancial statements is set out on page 16 and the Auditors’ statement on  
the respective responsibilities of directors and auditors is included within  
their report on page 18.
Internal controls and risk management
The Board is responsible for maintaining a sound system of internal control  
to safeguard shareholders’ investments and the Company’s assets. Such  
a system is designed to manage rather than eliminate the risk of failure to 
achieve business objectives and can provide only reasonable and not absolute 
assurance against material misstatement or loss. In compliance with Provision 
C.2.2 of the Combined Code, the Board has considered the need for an 
internal audit function, but has concluded that the internal control systems  
in place are appropriate for the size and complexity of the Company. 
The Board is also responsible for the identiﬁcation and evaluation of major 
risks faced by the group and for determining the appropriate course of action 
to manage those risks. The Board has put in place the procedures necessary 
to implement and comply with the guidance ‘Internal Control: Guidance for 
Directors on the Combined Code’ (The Turnbull Report).
Committees of the Board
The Board has three committees, being the Audit Committee, the 
Remuneration Committee and the Nominations Committee, each of which 
operate within deﬁned terms of reference.
Audit Committee
The Audit Committee consists of P. B. H. Pascoe, as chairman, K. F. Harrison 
and R. S. Silverstone. The Audit Committee has primary responsibility for 
monitoring the integrity of the ﬁnancial statements of the Group; reviewing the 
Group’s internal ﬁnancial controls; ensuring that the ﬁnancial performance  
of the Group is properly measured and reported on; and for reviewing reports 
from the Group’s auditors relating to the Group’s accounting and internal 
ﬁnancial controls. The Chairman and Finance Director and other senior 
management also attend committee meetings by invitation. The Committee 
has unrestricted access to the Company’s auditors. The Audit Committee  
met formally three times during the year. The committee reviews arrangements  
by which staff of the company may raise in conﬁdence concerns about 
improprieties in matters of ﬁnancial reporting or other matters and investigates 
appropriate follow up action.
During the year the Audit Committee appointed a sub-committee to review 
prospective candidates for position as auditor. Subsequent to this review,  
the auditors PricewaterhouseCoopers LLP tendered their resignation and  
the directors appointed Deloitte & Touche LLP to ﬁll the vacancy.
The Audit Committee in its meetings with the external auditors reviews  
the safeguards and procedures developed by the auditors to counter threats  
or perceived threats to their objectivity and independence and assess  
the effectiveness of the external audit.
Remuneration Committee
The Remuneration Committee consists of K. F. Harrison as chairman,  
J. Hodson, P. H. B. Pascoe and R. S. Silverstone. Further details of the 
Committee’s remit are contained in the Remuneration Committee report  
on page 17. The Remuneration Committee met formally on two ocassions 
during the year. UBC MEDIA GROUP PLC 16
Corporate Governance Statement continued
Nominations Committee
The Nominations Committee is responsible for succession planning and 
ensuring that all appointments to the Board are objective. The Committee 
oversees the selection and appointment of directors, making its 
recommendations to the full Board. The Committee meets as and when 
required. The Nominations Committee did not meet during the year.  
The Committee consists of J. Hodson, as chairman, S. A. Cole and  
J. H. Donald.
Relations with shareholders
The Board is committed to maintaining good communications with shareholders. 
The Chief Executive and the Finance Director maintain a regular dialogue with 
institutional shareholders throughout the year. The executive directors give 
presentations to analysts and hold one-to-one formal meetings with the Group’s 
key shareholders immediately following the announcement of the Group’s full 
year and interim results. The Group obtains independent feedback on these 
meetings through its corporate brokers, and this feedback is disclosed  
to the Board.
The Company responds formally to all queries and requests for information 
from existing and prospective shareholders. In addition, J. Hodson and  
P. H. B. Pascoe are available to shareholders to ensure that any potential 
concerns can be raised directly. The Group’s Annual Report and Accounts, 
ﬁnal and interim announcements, trading statements and press releases  
are available on its website at www.ubcmedia.com.
Constructive use of the AGM
The Board uses the Annual General Meeting to communicate with both 
institutional and private shareholders. Resolutions are proposed on each 
substantially separate issue and the agenda includes a resolution to adopt  
the Group’s Annual Report and Accounts. Details of the proxy votes for and 
against each resolution are announced after the result of the hand votes  
is known. After the formal business of the Meeting has been concluded,  
the Chairman invites shareholder questions to the Board.
Statement of Directors’ Responsibilities 
U.K. Company law requires the directors to prepare ﬁnancial statements for 
each ﬁnancial year that give a true and fair view of the state of affairs of the 
Company and the Group and of the proﬁt or loss of the Group for that year. 
The directors are required to prepare the ﬁnancial statements on the going 
concern basis, unless it is inappropriate to presume the Group will continue  
in business.
The directors conﬁrm that, in preparing the ﬁnancial statements, suitable 
accounting policies have been used and applied. They also conﬁrm that 
reasonable and prudent judgements and estimates have been made  
in preparing the ﬁnancial statements for the year ended 31 March 2006  
and that applicable accounting standards have been followed.
The maintenance and integrity of the Company’s websites is the responsibility 
of the directors. Legislation in the United Kingdom governing the preparation 
and dissemination of ﬁnancial statements may differ from legislation in  
other jurisdictions.
The directors are responsible for maintaining proper accounting records  
that disclose with reasonable accuracy at any time the ﬁnancial position  
of the Company and the Group and enable them to ensure that the ﬁnancial 
statements comply with the Companies Act 1985. They are also responsible 
for safeguarding the assets of the Company and the Group and hence  
for taking reasonable steps for the prevention and detection of fraud  
and other irregularities.
By order of the Board
 
Simon Howell 
Company Secretary 
50 Lisson Street 
London NW1 5DF 
26 June 2006 ANNUAL REPORT AND ACCOUNTS 2006 17
Remuneration Report 
As an AIM-listed company, the directors’ Remuneration Report regulations do 
not formally apply in 2006. However, UBC voluntarily discloses the following 
information.
The Board has established a Remuneration Committee with formally delegated 
duties and responsibilities, consisting of K. F. Harrison as chairman, J. Hodson, 
P. H. B. Pascoe and R. S. Silverstone. The provisions of the Combined Code 
recommend that as Company Chairman, J. Hodson should not be a member of 
the Committee. However, it is considered that J. Hodson’s experience and 
knowledge is of considerable value to the Committee and as a result he has 
been appointed a member of the Committee. The Remuneration Committee has 
responsibility for determining executive directors’ terms and conditions of 
service, including remuneration and grant of options under the Share Option 
Schemes.
Remuneration policy for executive directors
The Company’s policy on executive director remuneration is to:
–  attract and retain high-quality executives by paying competitive remuneration 
packages relevant to each director’s role, experience and the external 
market; and
–  incentivise directors to maximise shareholder value through share options 
and the payment of an annual bonus.
Directors’ service contracts
The executive directors, S. A. Cole, J. H. Donald, M. A. Honey and J. P. Quinn, 
each have 12-month rolling service agreements with the Company. On 6 June 
2006 the non-executive chairman, J. Hodson, and the directors, T. J. 
Blackmore, K. F. Harrison, P. H. B. Pascoe, and R. S. Silverstone were 
appointed as non-executive directors of the Company for a one-year period 
expiring on 5 June 2007. The appointment of the non-executive chairman,  
J. Hodson, and the appointment of the non-executive directors, T. J. 
Blackmore, K. F. Harrison, P. H. B. Pascoe and R. S. Silverstone may be 
terminated at any time by the Company on three months notice.
The following information was audited. Executive directors participate in an 
annual bonus plan under which in the year to 31 March 2006 their maximum 
bonus potential was 50% of salary. The measure used to assess performance 
under the bonus plan in the year to 31 March 2006 for all executives was 
Group and divisional proﬁtability compared to market expectations.
The remuneration of each of the directors for the year ended 31 March 2006 was as follows:
 Salary  Taxable Pension 2006 2005
  and fees Bonus  beneﬁts  contribution  Total  Total
  £’000  £’000  £’000  £’000  £’000  £’000
Executive      
S. A. Cole 149 19 1 4 173 167
J. H. Donald 105 11 1 3 120 88
M. A. Honey 98 – 1 3 102 111
J. P. Quinn 117 43 1 4 165 147
Non-executive      
J. Hodson (chairman) (appointed 18 February 2005) 34 – – – 34 4
T. J. Blackmore MBE
(1)
 42 – – – 42 50
K. F. Harrison 19 – – – 19 18
P. H. B. Pascoe 20 – – – 20 19
R. S. Silverstone 18 – – – 18 18
N. E. Edmonds
(2)(3)
 – – – – – –
K. R. Harris
(4)
 3 – – – 3 19
I. M. Peacock OBE
(5)
 16 – – – 16 33
 621 73 4 14 712 674
(1)  In the year to 31 March 2006 T. J. Blackmore received salary and fees of £42,000 in his role as a director of the Company. In addition, in the year to 31 March 2006  
T. J. Blackmore received fees totalling £42,000 for his services as Editorial Director and consultant to the Group.
(2)  No beneﬁts were prov
(3)  Resigned as a non-executive director on 22 March 2006.
(4)  Resigned as a non-executive director on 26 May 2005.
(5) Resigned as chairman on 18 February 2005, and as a non-executive director on 29 July 2005. UBC MEDIA GROUP PLC 18
Independent Auditor’s Report to the Members of UBC Media Group plc
We have audited the group and individual company ﬁnancial statements  
(the “ﬁnancial statements”) of UBC Media Group plc for the year ended  
31 March 2006, which comprise the proﬁt and loss account, the balance 
sheets, the cash ﬂow statement, and the related notes 1 to 31. 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
The directors’ responsibilities for preparing the Annual Report and the 
ﬁnancial statements in accordance with applicable United Kingdom law  
and United Kingdom Generally Accepted Accounting Practice are set  
out in the statement of directors’ responsibilities.
Our responsibility is to audit the ﬁnancial statements in accordance with 
relevant United Kingdom legal and regulatory requirements and International 
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁnancial statements give a  
true and fair view in accordance with the relevant framework and are properly 
prepared in accordance with the Companies Act 1985. We also report to you 
on the consistency of the directors’ report 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 read other information contained in the annual report, and consider 
whether it is consistent with the audited ﬁnancial statements. This other 
information comprises only the report of the directors, the chairman’s 
statement, the chief executive’s statement, the ﬁnancial review, board  
of directors, corporate governance statement, statement of directors 
responsibilities and the remuneration report. We consider the implications  
for our report if we become aware of any apparent misstatements or  
material inconsistencies with the ﬁnancial statements. Our responsibilities  
do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on 
Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit 
includes examination, on a test basis, of evidence relevant to the amounts  
and disclosures in the ﬁnancial statements. It also includes an assessment  
of the signiﬁcant estimates and judgments 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 
are free from material misstatement, whether caused by fraud or other 
irregularity or error. In forming our opinion we also evaluated the overall 
adequacy of the presentation of information in the ﬁnancial statements.
Opinion
In our opinion:
–  the ﬁnancial statements give a true and fair view, in accordance with United 
Kingdom Generally Accepted Accounting Practice, of the state of the group’s 
and the individual company’s affairs as at 31 March 2006 and of the group’s 
loss for the year then ended; 
–  the ﬁnancial statements have been properly prepared in accordance with  
the Companies Act 1985; and
–  the directors’ report is consistent with the ﬁnancial statements.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
26 June 2006 Consolidated Proﬁt and Loss Account
for the year ended 31 March 2006
        2006  2005 
       Notes £’000 £’000
Turnover (including share of joint ventures)     3 19,484 15,970
Less: Share of turnover of joint ventures      (49) (10) 
Group turnover      3 19,435 15,960
Cost of sales        (14,352) (11,475)
Gross proﬁt       5,083 4,485
Administrative expenses before digital licence costs, development costs and goodwill amortisation   (3,519) (3,381)
Digital licence costs       (1,145) (1,501)
Development costs       (70) (29)
Goodwill amortisation       (542) (667)
Total administrative expenses       (5,276) (5,578)
Operating loss      4 (193) (1,093)
Share of operating loss in joint ventures     13 (522) (165)
Total operating loss: Group and share of joint ventures      (715) (1,258)
Exceptional non-operating items      5 363 –
Interest receivable      6 119 106
Interest payable      7 (1) (3)
Loss on ordinary activities before taxation      (234) (1,155)
Tax (charge)/credit      10 (10) 4
Loss on ordinary activities after taxation      (244) (1,151)
Equity minority interest       117 131
Retained loss for the ﬁnancial year      20 (127) (1,020)
Loss per share
 Basic pence      11 (0.07) (0.61)
 Diluted pence      11 (0.07) (0.61)
Consolidated Statement of Recognised Gains and Losses
for the year ended 31 March 2006
       2006  2005 
      Notes £’000 £’000
Proﬁt/(loss) for the ﬁnancial year
 Group       395 (855)
 Joint ventures       (522) (165)
Retained loss for the ﬁnancial year       (127) (1,020)
 
Release of merger reserve      20 670  – 
Total recognised gains and losses for the year      543  (1,020) 
 
All activities relate to continuing operations. 
ANNUAL REPORT AND ACCOUNTS 2006 19 UBC MEDIA GROUP PLC 20
Consolidated Balance Sheet
as at 31 March 2006
         2006 2005
Group      Notes £’000 £’000
Fixed assets
Goodwill and intangible assets      12 3,220 4,059
Fixed asset investments      14 306 266
Tangible assets      13 189 183 
        3,715 4,508
Current assets
Work in progress       36 36
Debtors      15 3,459 3,282
Cash at bank and in hand       4,677 3,498
       8,172 6,816
Creditors: amounts falling due within one year     16 (5,529) (4,136)
Net current assets       2,643 2,680
Total assets less current liabilities       6,358 7,188
Creditors: amounts falling due after more than one year    17 (337) (1,078)
Provisions for liabilities and charges      14, 18 (78) (53)
Net assets       5,943 6,057
Capital and reserves
Called up share capital      19 1,748 1,707
Shares to be issued      20 494 760
Share premium account      20 15,389 15,034
Other reserves      2, 20 (801) (801)
Merger reserve      20 – 670
Proﬁt and loss account      20 (10,395) (10,938) 
Equity shareholders’ funds      24 6,435 6,432
Equity minority interest       (492) (375)
Capital employed       5,943 6,057 ANNUAL REPORT AND ACCOUNTS 2006 21
        2006 2005
       Notes £’000 £’000
Fixed asset investments      14 1,086  2,102 
Current assets
Debtors
– due after more than one year      15 1,197  1,691 
– due within one year      15 11,223  9,220  
        12,420  10,911 
Cash at bank and in hand       1,431  1,931 
        13,851  12,842 
Creditors: amounts falling due within one year     16 (12) (8)
Net current assets       13,839  12,834 
Total assets less current liabilities       14,925  14,936 
Net assets       14,925  14,936 
 
Capital and reserves
Called up share capital      19 1,748  1,707 
Shares to be issued      20 494 760
Share premium account      20 15,389  15,034 
Merger reserve      20 –  670 
Proﬁt and loss account      20 (2,706) (3,235) 
Equity shareholders’ funds       14,925  14,936 
These ﬁnancial statements, which comprise the consolidated proﬁt and loss account, the consolidated and company 
balance sheets, the consolidated cash ﬂow statement and related notes were approved by the board of directors  
on 26 June 2006 and were signed on its behalf by:
J.H. Donald S.A. Cole 
Director Director
Company Balance Sheet
as at 31 March 2006 UBC MEDIA GROUP PLC 22
Consolidated Cash Flow Statement
year ended 31 March 2006
         2006 2005
       Notes £’000 £’000
Net cash inﬂow/(outﬂow) from operating activities     21 1,312 (862)
Returns on investments and servicing of ﬁnance
Interest received       119 121
Interest paid       (1) (3) 
Net cash inﬂow from returns on investment and servicing of ﬁnance     118 118
Taxation
UK Corporation tax received/(paid)       8 (23)
Capital expenditure and ﬁnancial investment
Purchase of tangible ﬁxed assets       (136) (77)
Purchase of intangible ﬁxed assets       (326) –
Sale of tangible ﬁxed assets       11 –
Purchase of ﬁxed asset investment       – (266)
Loans to joint ventures       (511) (90) 
Net cash outﬂow from capital expenditure and ﬁnancial investment     (962) (433)
Acquisitions and disposals
Purchase of interest in joint ventures       – (32)
Purchase of subsidiary undertakings       (399) (1,279)
Sale of subsidiary undertakings      23 932 –
Net cash/(overdrafts) disposed of/acquired with subsidiary undertakings     39 (1) 
Net cash inﬂow/(outﬂow) from acquisitions and disposals     572 (1,312)
Net cash inﬂow/(outﬂow) before ﬁnancing       1,048 (2,512)
Management of liquid resources
Increase in short-term deposits with banks      – 1,000
Financing
Issue of ordinary share capital       96 1,800
Refund of expense of share issue        35 (114) 
Net cash inﬂow from ﬁnancing       131 2,686
Increase in cash in the year      22 1,179 174
Cash balances at the beginning of the year      3,498 3,324 
Cash balances at the end of the year      4,677 3,498
 
Represented by
Cash and bank balances       4,677 3,498
  ANNUAL REPORT AND ACCOUNTS 2006 23
1 PRINCIPAL ACCOUNTING POLICIES
The ﬁnancial statements have been prepared in accordance with applicable  
law and accounting standards in the United Kingdom. A summary of the more 
important accounting policies, which have been consistently applied throughout 
the current and prior year except as noted, is set out below.
Basis of accounting
The ﬁnancial statements are prepared in accordance with the historical  
cost convention.
Basis of consolidation
The Group ﬁnancial statements consolidate the ﬁnancial statements of the 
company and its subsidiary undertakings. The ﬁnancial statements of each 
subsidiary company have been prepared to 31 March for 2005 and 2006.  
Intra-group sales and proﬁts are eliminated on consolidation.
As permitted by Section 230 of the Companies Act of 1985, a separate proﬁt  
and loss account is not presented for UBC Media Group plc.
The Company loss after taxation for the year amounted to £141,000  
(2005: £30,000).
Joint ventures are accounted for using the gross equity method from the date  
of their formation to the date of their sale. A fair value is attributed to the Group’s 
share of separable assets and liabilities acquired on the formation of the joint 
venture and any excess of consideration over this fair value is disclosed in the 
balance sheet as goodwill. 
Proﬁt and loss format
The Group has adopted a single column format for the proﬁt and loss account, 
as it is the Group’s view that digital licence costs, development costs and 
goodwill amortisation can be shown in the proﬁt and loss account without 
requirement for a separate column.
Turnover
Turnover represents amounts receivable for goods and services provided in the 
normal course of business, and excludes intra-group sales, Value Added Tax  
and trade discounts. Turnover comprises:
–  Sale of programmes and content: The value of goods and services supplied  
is recognised on delivery of content. Production costs are recognised on the 
same date as the relevant turnover.
–  Sale of advertising time: Advertising revenue is recognised on the date the 
relevant advertisement appears. Advertising revenue is recognised gross  
where the Group is exposed to the majority of the risks and rewards of the 
transactions and, as such, acts as principal. Where the Group does not bear 
the majority of the risks and rewards of the transactions it assumes the role  
as agent and revenue is recognised net of associated costs. 
Goodwill
Goodwill represents the excess of the fair value of the consideration given  
over the fair values of the identiﬁable net assets acquired. Goodwill has been 
capitalised and is being written off over its expected useful economic life.  
The expected useful economic life varies between 7-10 years. The carrying  
value of the goodwill is assessed annually and any impairment in value  
is charged to the proﬁt and loss account.
Goodwill in relation to the Classic Gold service is amortised over the life of the 
underlying licences. The carrying value of the goodwill is assessed annually  
and any impairment in value is charged to the proﬁt and loss account.
Intangible assets
Intangible assets, primarily licences, are included at cost less provision for 
impairment, if applicable. The provision for impairment is assessed by reference 
to an estimate of the present value of future cashﬂows projected to arise from  
the relevant intangible assets.
Amortisation is calculated to write off the cost of intangible assets on a straight-
line basis over its expected useful economic life. The useful economic life is 
estimated by reference to the period over which each asset is estimated to be 
capable of earning revenue. The carrying value of intangible assets is assessed 
annually and any impairment in value is charged to the proﬁt and loss account. 
The expected useful economic life is the term of the licence in question.
Fixed asset investments
Fixed asset investments are shown at cost less provision for impairment. 
Tangible assets
The cost of ﬁxed assets is their purchase cost, together with any incidental 
expenses of acquisition.
Depreciation is calculated so as to write off the cost of tangible ﬁxed assets,  
less their estimated residual values, on a straight-line basis over the expected 
useful economic lives of the assets concerned. The residual value is estimated 
taking into account obsolescence, technological development and expected 
proceeds on disposal. The principal annual rates used for this purpose are: 
   %
Technical equipment   50
Motor vehicles   25
Computer equipment    33
1
/3
Ofﬁce equipment    20
The short leasehold refurbishment costs are amortised over the period of the 
extended lease.
The short leasehold building was fully amortised over the period of the  
original lease.
Notes to the Financial Statements
for the year ended 31 March 2006 UBC MEDIA GROUP PLC 24
1 PRINCIPAL ACCOUNTING POLICIES continued
The Group selects its depreciation rates carefully and reviews them at least 
annually to take into account any changes in circumstances. When setting  
useful economic lives, the principal factors the Group takes into account  
are the expected rate of technological developments, expected market 
requirements for the equipment and the intensity at which the assets are 
expected to be used. The carrying value of the tangible ﬁxed assets are 
assessed annually and any impairment in value is charged to the proﬁt  
and loss account.
Work in progress
Programmes in production are stated at the lower of cost and net realisable 
value and included in work in progress. Programme material is written off fully 
on ﬁrst transmission or sale. Expenditure relating to programmes that have  
been commissioned for production is carried forward at cost.
Development costs
Research expenditure is written off as incurred. Development expenditure  
is also written off, except where the directors are satisﬁed as to the technical, 
commercial and ﬁnancial viability of individual projects. In such cases, the 
identiﬁable expenditure is deferred and amortised over the period during  
which the Group is expected to beneﬁt. Provision is made for any impairment.
Deferred taxation 
Deferred taxation arises as a liability or asset if transactions have occurred at the 
balance sheet date that give rise to an obligation to pay more taxation in future, 
or a right to pay less taxation in future. The deferred tax liability that is the result 
of timing differences that are not permanent is recognised in full. Deferred tax 
assets are only recognised to the extent that, on the basis of all available 
evidence, they are recoverable. Deferred tax assets and liabilities recognised 
have not been discounted.
Pension scheme
The Group operates a money purchase pension scheme. The contributions  
are accounted for as they fall due.
Finance and operating leases
Costs in respect of operating leases are charged on a straight-line basis over  
the lease term. Where tangible ﬁxed assets are ﬁnanced by leasing agreements, 
which transfer to the Group substantially all the beneﬁts and risks of ownership, 
the assets are treated as if they had been purchased outright and are included  
in tangible ﬁxed assets. The capital element of the leasing commitments is 
shown as obligations under ﬁnance leases. The lease rentals are treated as 
consisting of capital and interest elements. The capital element is applied to 
reduce the outstanding obligations and the interest element is charged against 
proﬁt in proportion to the reducing capital element outstanding. Assets held 
under ﬁnance leases are depreciated over the shorter of the lease terms and  
the useful lives of equivalent owned assets.
 
Costs of share options schemes
As a result of the grant of share options under an unapproved share option 
scheme since 6 April 1999, the Group will be obliged to pay National Insurance 
contributions on the difference between the market value of the underlying 
shares and their exercise price when the options are exercised. The liability  
is estimated using the market value of the Company’s shares at each balance 
sheet date. The movement in the provision is charged to the proﬁt and loss 
account as a staff cost. 
The Group is also obliged to pay National Insurance contributions on the 
difference between the market value at the date of the grant (or the market  
value at each balance sheet date, if lower) and the option price for share  
options issued under the Enterprise Management Incentive Scheme.
Costs incurred on issue of shares
The share premium account has been credited with £35,000 (2005: £114,000 
debit) being the refund of value added tax on costs associated with the raising  
of new equity funds previously disallowed. These include fees from  
professional advisors.
Financial instruments
The Group does not use or trade in derivative ﬁnancial instruments.
Capital instruments that contain an obligation to transfer economic beneﬁt, such 
as debt issues, are classiﬁed as liabilities and are recorded at their net proceeds. 
The ﬁnance costs in respect of such liabilities recognised in the proﬁt and loss 
account are allocated to periods over the term of the instrument at a constant 
rate on the carrying amount. Financial assets are recorded at cost and the  
return on such assets is accrued in the period to which it relates.
2 MERGER ACCOUNTING 
UBC Media Group plc merged with The Unique Broadcasting Company Limited 
on 22 June 2000 and accounted for the combination using merger accounting 
principles as a result of the Group reconstruction. The issue of 100,635,000 
equity shares with a nominal value of 1p each satisﬁed the consideration. The 
fair value of the consideration was £6,038,000 at 22 June 2000. No signiﬁcant 
adjustments were deemed necessary to the assets and liabilities of The Unique 
Broadcasting Company Limited which were recorded at their fair values 
immediately prior to their merger and no adjustments were required to be made 
to the net assets of UBC Media Group plc. The book value of net assets of UBC 
Media Group plc and The Unique Broadcasting Company Limited at the date of 
the combination were £2 and £308,000 respectively. The other reserve of 
£801,350 arises on consolidation due to the difference between the nominal 
value of the shares issued by the Company of £1,006,350 and the nominal value 
of The Unique Broadcasting Company Limited’s shares and share premium 
acquired of £205,000.
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 25
3 TURNOVER 
         2006  2005
         £’000  £’000
Geographical analysis by destination
 United Kingdom       19,311  15,876
 Europe         30  36
 Rest of the World        94  48
         19,435  15,960
Joint ventures
 United Kingdom       49 10
        19,484 15,970
The Group operates four business divisions: Network programming, digital stations, digital content and digital 
software. The directors consider that all four divisions form one business segment, “radio and radio-related 
services”. All activities are carried out in the United Kingdom from continuing operations.
4 OPERATING LOSS
         2006  2005
         £’000  £’000
Operating loss is stated after charging/(crediting):
Staff costs (note 8)        3,680  3,297
Amortisation of intangible assets        11  20
Amortisation of goodwill        531  647
Research and development costs        70  29
Proﬁt on disposal of ﬁxed assets        (6)  –
Depreciation of tangible ﬁxed assets
 – owned assets        125  129
Auditors’ remuneration – Group        64  88
 – Company        6  6
Auditors’ remuneration – non-audit fees       21  72
National Insurance expense on future exercise of share options      (6)  (6)
Operating lease charges
 – plant and machinery        2  2
 – other        1,093  1,392 UBC MEDIA GROUP PLC 26
5 EXCEPTIONAL NON-OPERATING ITEMS
         2006  2005
         £’000  £’000
Proﬁt on sale of holding in subsidiary undertaking      629 –
Amount written off investment       (266) –
        363 –
UBC Media Group plc reduced its shareholding in Oneword Radio Limited from 100% to 49% by the sale of a 51% 
interest in Oneword Radio Limited for a cash consideration of £1 million resulting in an exceptional proﬁt of 
£629,000. See note 23.
An impairment of £266,000 was made during the year relating to the investment in Popworld Limited, which writes 
off this investment in full. See note 14.
6 INTEREST RECEIVABLE
         2006  2005
         £’000  £’000
 Bank interest       119 106
        119 106
7 INTEREST PAYABLE AND SIMILAR CHARGES 
         2006  2005
         £’000  £’000
 Interest on bank overdraft       1 3
        1 3
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 27
8 EMPLOYEE INFORMATION 
The average weekly number of persons employed by the Group during the year, including executive directors, was 86 (2005: 86).
Staff numbers        2006  2005
Management and administration        16  16
Production, editorial and sales        70  70
         86  86
         2006  2005
         £’000  £’000
Wages and salaries        3,272  2,920
Social security costs        358  327
Pension costs        50  50
         3,680  3,297
9 DIRECTORS’ EMOLUMENTS 
         2006  2005
         £’000  £’000
Aggregate emoluments (excluding pensions)       698  661
Gains made on exercise of share options       709  –
Company contributions to money purchase pension scheme      14  13
Retirement beneﬁts are accruing to ﬁve directors (year ended 2005: ﬁve) under a money purchase pension scheme
 
Emoluments payable to the highest paid director are as follows:
Aggregate emoluments        169 163
Company contributions to money purchase pension scheme     4 4
No share options were exercised by the highest paid director during the year. UBC MEDIA GROUP PLC 28
10 TAXATION
         2006  2005
         £’000  £’000
United Kingdom Corporation tax at 30% (2005: 30%)
Current  – Group companies       10 –
  – Share of joint ventures       – –
Prior years – Group companies        –  (4)
  – Share of joint ventures        –  –
Tax charge/(credit)        10  (4)
The tax for the year is different from the standard rate of corporation tax in the UK (30%). The differences  
are explained below:
         2006 2005
        £’000 £’000
Loss on ordinary activities before tax        (234)  (1,155)
Tax on above loss at standard UK Corporation tax rate of 30% (2005: 30%) Effects of:     (70)  (347)
Non-taxable capital disposal        (183) – 
Adjustments to tax in respect of prior years       –  (4)
Deferred tax asset not provided in respect of losses and capital allowances      195  224
Expenses not deducted for tax purposes       74  121
Difference in tax rate        (6)  2
         10  (4)
11 LOSS PER SHARE 
Basic loss per share is calculated by dividing the loss attributable to shareholders by the weighted average  
number of ordinary shares in issue during the year. 
FRS 14 requires presentation of diluted EPS when a company could be called upon to issue shares that would 
decrease net loss per share. For a loss making company with outstanding share options, net loss per share would 
only be increased by the exercise of out-of-the-money options. Since it seems inappropriate to assume that option 
holders would act irrationally, no adjustment has been made to diluted EPS for out-of-the-money share options.
Reconciliation of the loss and weighted average number of shares used in the calculation are set out below.  
     2006    2005
    
    Weighted   Weighted 
    average number Per share  average number Per share
   Loss of shares amount  Loss of shares amount
     £’000  (million)  (pence)  £’000  (million)  (pence)
Basic EPS
Loss attributable to shareholders    (117)  173  (0.07)  (1,020)  167  (0.61)
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 29
12 GOODWILL AND INTANGIBLE ASSETS
      Intangible Capitalised
       assets development costs Goodwill Total
Group     £’000 £’000 £’000 £’000
Cost
At 1 April 2005     995  – 9,030  10,025 
Additions     –  326 –  326 
Transfer to ﬁxed asset investments     – – (480) (480)
Disposals     – – (344) (344)
At 31 March 2006     995  326 8,206  9,527 
 
Amortisation
At 1 April 2005     924  – 5,042  5,966 
Charge for year     11  – 531  542 
Transfer to ﬁxed asset investments     – – (174) (174)
Disposals     – – (27) (27)
At 31 March 2006     935  – 5,372  6,307 
Net book value
At 31 March 2006     60  326 2,834 3,220 
At 31 March 2005     71  – 3,988  4,059 
Development costs have been capitalised in accordance with SSAP 13 “Accounting for research and 
development” and are therefore not treated as a realised loss. The costs are related to the development of the 
music downloading service. Production is expected to commence in 2007 from which time the related costs will 
be written off over the expected useful life of the product.
The transfer to ﬁxed asset investments relates to goodwill on Oneword Radio Limited, which is transferred to ﬁxed  
asset investments as a result of the investment being classiﬁed as a joint venture. The investment had previously  
been classiﬁed as a subsidiary.  UBC MEDIA GROUP PLC 30
13 TANGIBLE ASSETS 
  Short Short
  leasehold leasehold Computer Ofﬁce Technical Motor
  refurbishment building equipment equipment equipment vehicles  Total
Group   £’000  £’000  £’000  £’000  £’000  £’000  £’000
Cost
At 1 April 2005  63 25 963 660 148 32 1,891
Additions  – – 66 44 26 – 136
Disposals  – – (5) (2) (3) (32) (42)
At 31 March 2006  63 25 1,024 702 171 – 1,985
 
Depreciation
At 1 April 2005   63  25  852  605  131  32  1,708
Charge for year   –  –  78  30  17  –  125
Disposals   –  –  (3)  –  (2)  (32)  (37)
At 31 March 2006   63  25  927  635  146  –  1,796
 
Net book value
At 31 March 2006   –  –  97  67  25  –  189
At 31 March 2005   –  –  111  55  17  –  183
14 FIXED ASSET INVESTMENTS
         2006  2005
Group        £’000  £’000
At 1 April       266 –
Additions in year       – 266
Transfer from goodwill and intangible assets      306 –
Impairment       (266) –
At 31 March       306 266
The impairment of £266,000 relates to the writing down of the Popworld Limited investment. The £306,000 has 
been transferred from goodwill and intangible assets. See note 12.
        2006  2005
Company        £’000  £’000
At 1 April       2,102 1,142
Additions in year       8 960
Impairment       (330) –
Disposals       (694) –
At 31 March       1,086 2,102
UBC Media Group plc reduced its shareholding in Oneword Radio Limited from 100% to 49% by the sale of a 
51% interest in Oneword Radio Limited for a cash consideration of £1 million.
The impairment of £330,000 relates to the writing down of the Popworld Limited investment of £266,000 in full, 
impairment of funding in The Digital News Network Limited of £8,000 and write down of loans owed by a 
subsidiary undertaking of £56,000.
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 31
14 FIXED ASSET INVESTMENTS continued
Group
         2006  2005
Interests in joint ventures        £’000  £’000
At 1 April
 – Net liabilities       (511) (2,334)
Additions
 – Net liabilities       (14) (5)
 – Goodwill       – 37
 Disposals
 – Net liabilities       – 1,956
Share of losses retained       (522) (128)
Amortisation charge for the year
 – Amortisation       – (37)
 At 31 March 
 – Net liabilities       (1,047) (511)
Cash investment in joint ventures       969 458
At 31 March       (78) (53)
On 6 April 2005 UBC Media Group plc decreased its shareholding in Oneword Radio Limited to 49% for a 
cash consideration of £1,000,000. From this date Oneword Radio Limited has been accounted for as a joint 
venture, as in line with the actual operation of the business in practice with Channel 4, the Group jointly 
controls the entity.
During the year to 31 March 2006 the Group loaned £503,000 to Oneword Radio Limited and £8,000 to 
The Digital News Network Limited.
The gross liabilities of the joint ventures exceed 25% of the operating loss of the Group. Under the terms 
of FRS 9 the following additional disclosure is required: 
         2006  2005
Group’s share of        £’000  £’000
Turnover        49 10
Loss before taxation       (522) (128)
Taxation       – –
Loss after taxation       (522) (128)
Fixed assets       11 –
Current assets        132 50
Liabilities due within one year       (229) (103)
Liabilities due after more than one year      (961) (458)
Net liabilities       (1,047) (511)
Group’s share of operating results       (522) (128)
A list of principal joint ventures is set out in note 30. UBC MEDIA GROUP PLC 32
      Group   Company
      
15 DEBTORS
Due within one year      2006  2005  2006  2005
      £’000  £’000  £’000  £’000
Trade debtors       2,693  2,476  –  –
Amounts owed by Group undertakings     –  –  11,223  9,220
Amounts owed by joint ventures      23  30  –  –
Other debtors      43  32  –  –
Corporation tax      –  8  –  –
Prepayments and accrued income      700  736  –  –
      3,459  3,282  11,223  9,220
 
Due after more than one year        
Amounts owed by Group undertakings     –  –  1,197  1,691
      3,459  3,282  12,420  10,911
Amounts owed by joint ventures are interest-free and repayable on demand.
Company
Debtors due after more than one year for the Company consist of two loan notes owed by a Group 
undertaking. The ﬁrst, for £2,042,000 (2005: £2,042,000) is repayable on 30 October 2010. The loan 
has been stated at a fair value of £550,000 (2005: £550,000), following a write-down in the year ended 
31 March 2002. Repayment of the loan can be made quarterly in complete multiples of £50,000 from 
30 October 2002 onwards. The loan attracts interest on a straight-line basis at 4% per annum. The second 
loan note for £1,349,000 (2005: £1,349,000) is to be repaid or redeemed at par on 1 October 2011. The 
loan has been stated at a fair value of £647,000 (2005: £647,000) following a write-down in the year ended 
31 March 2002. The loan may be repayable earlier. The loanis interest-free, unless the note is not repaid on 
or before 1 October 2011.
      Group   Company
      
16 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
       2006  2005  2006  2005
      £’000  £’000  £’000  £’000
Trade creditors      2,841  1,703  –  –
Corporation tax      11  1  –  –
Other taxes and social security      234  356  –  –
Other creditors      –  30  –  –
Accruals and deferred income      2,443  2,046  12  8
      5,529  4,136  12  8
Included in accruals and deferred income is £741,000 (2005: £399,000) of deferred consideration pertaining  
to the acquisition of Smooth Operations (Productions) Limited. This represents the cash consideration payable  
within the next 12 months.
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 33
17 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
       2006  2005  2006  2005
      £’000  £’000  £’000  £’000
Loan notes     337 337 – –
Deferred consideration     – 741 – –
     337 1,078 – –
Full details on the loan notes are provided in note 28. The maturity proﬁle of the Group’s ﬁnancial liabilities  
at 31 March 2006 is detailed in note 28.
18 PROVISIONS FOR LIABILITIES AND CHARGES 
Investments in joint ventures
Provisions include share of net liabilities in joint ventures. These are detailed in note 14.
Deferred taxation
A deferred tax asset to losses available for carry forward against future UK taxable proﬁts of £2,371,000  
(2005: £2,369,000) and on capital allowances of £257,000 (2005: £113,000) has not been recognised.
Similarly, for the Company, a deferred tax asset for losses available for carry forward against future UK 
taxable proﬁts of £161,000 (2005: £142,000) has not been recognised. UBC MEDIA GROUP PLC 34
19 CALLED UP SHARE CAPITAL 
        2006  2005
Group and Company        £’000  £’000
Authorised:    
200,000,000 ordinary shares of 1p each       2,000  2,000
Allotted, called up and fully paid:    
174,824,206 ordinary shares of 1p each (2005: 170,652,584)      1,748  1,707
Issued share capital 
During the year ended 31 March 2006, 4,171,622 new shares were issued.
On 6 September 2005, the Group issued 1,074,747 new ordinary shares of UBC Media Group plc of 1p 
each at a price of 24.75p as consideration for the ﬁrst tranche of the deferred acquisition of Smooth 
Operations (Productions) Limited.
On 29 September 2005, the former director of the Company, Keith Harris exercised his share option for 
3,000,000 shares at an exercise price of 3.13p. Keith Harris is chairman of the Company’s stockbrokers and 
ﬁnancial adviser, Seymour Pierce.
On 29 March 2006, an employee exercised share options 96,875 shares at an exercise price of 2.46p.
Potential issue of ordinary shares
Certain members of staff and the Employee Beneﬁt Trust hold options to subscribe for shares in the 
Company at prices ranging from 1p to 48.5p per share under (i) the unapproved share option scheme 
(approved on 6 June 2000) and (ii) the Enterprise Management Incentive Scheme (approved on 20 October 
2000). One employee and one executive director exercised options during the year. 25,000 options lapsed in 
the year. The number of shares subject to options, the years in which they were granted and the periods in 
which they may be exercised are given below:
Year of the grant     Exercise price Exercise 31 March 2006 31 March 2005
(Year ended)     (pence) period number number
31 March 1998     1.03 1997-2006 300,000 300,000
31 March 1999     1.66  1998-2006 2,250,000 2,346,875
31 March 2000     6.40 2001-2007 2,944,755 2,944,755
31 March 2001     3.13-48.50 2002-2010 3,000,000 6,000,000
31 March 2002     29.00-36.50 2003-2011 1,895,160 1,920,160
31 March 2003     24.50-27.50 2004-2012 1,689,604 1,689,604
31 March 2004     33.00-36.00 2005-2013 400,000 400,000
       12,479,519 15,601,394
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 35
20 SHARE PREMIUM ACCOUNT AND RESERVES
    Shares to Share  Merger  Other   Proﬁt 
      be issued  premium account reserve  reserves and loss
Group     £’000  £’000  £’000  £’000  £’000
At 1 April 2005    760 15,034 670 (801) (10,938)
Shares to be issued    (266) – – – –
Premium on issue of shares    – 355 (670) – 670
Retained loss for the year     – – – – (127)
At 31 March 2006    494 15,389 – (801) (10,395)
£266,000 of shares to be issued refers to the ordinary shares of UBC Media Group plc which were issued in connection 
with the ﬁrst tranche of the deferred consideration payable dependent upon the amount of proﬁt before taxation  
of Smooth Operations (Productions) Limited over the two years to 30 June 2006.
During the year, shares were issued at a premium of £320,000. In addition Value Added Tax of £35,000 previously 
disallowed on the 2002 fundraising was reclaimed.
As a result of the sale of 51% of Oneword Radio Limited to Channel 4, £670,000 has been transferred from merger 
reserves created on the acquisition of Oneword Radio Limited to the proﬁt and loss reserve. 
      Shares to Share  Proﬁt 
       be issued  premium account and loss
Company       £’000  £’000 £’000
At 1 April 2005      760 15,034 (2,565)
Shares to be issued      (266) – –
Premium on issue of shares      – 355 –
Retained loss for the year       – – (141)
At 31 March 2006      494 15,389 (2,706) UBC MEDIA GROUP PLC 36
21 RECONCILIATION OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES
         2006  2005
         £’000  £’000
Operating loss        (193)  (1,093)
Proﬁt on sale of ﬁxed assets        (6)  –
Amortisation of intangible assets        11  20
Amortisation of goodwill        531  647
Depreciation of tangible ﬁxed assets        125  129
Increase in work in progress        –  (2)
Increase in debtors        (255)  (1,323)
Increase in creditors        1,099  760
Net cash inﬂow/(outﬂow) from operating activities       1,312  (862)
22 RECONCILIATION OF MOVEMENT IN NET FUNDS 
         2006  2005
         £’000  £’000
Increase in cash in year        1,179  174
Movement in long-term debt        741  (741)
Opening net funds        2,420  3,987
        4,340  3,420
Liquid resources        –  (1,000)
Net funds at 31 March        4,340  2,420
Liquid resources comprise short-terms deposits with Coutts Bank, which mature within six months  
of the date of inception.
     As at  Other non- As at
     1 April 2005 Cash ﬂow cash changes 31 March 2006
Analysis of net funds      £’000  £’000  £’000  £’000
Cash in hand and at bank      3,498  1,179  –  4,677
Debt due after one year      (1,078)  –  741  (337)
       2,420  1,179  741  4,340
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 37
23 DISPOSALS
On 4 April 2005 the Group sold 
disposal was £nil, and for the period 6 April 2005 to 31 March 2006 was £771,000. 
         2006
51% Share of net assets disposed of and the related sale proceeds were as follows:      £’000
Fixed assets         1
Current assets         89
Current liabilities          (119)
Net assets         (29)
Sale proceeds 
Satisﬁed by: 
Cash         1,000
Costs of disposal         (68)
Net proceeds         932
Goodwill         (317)
Net liabilities         14
Proﬁt on sale         629
Net cash inﬂows in respect of the sale comprised: 
Cash consideration net of costs of disposal        932
Bank overdrafts sold         39 
         971 UBC MEDIA GROUP PLC 38
24 RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS’ FUNDS
        2006  2005
         £’000  £’000
Opening Equity Shareholders’ Funds       6,432  3,710
Issue of new shares        41  128
Shares to be issued        (266)  760
Share premium        355   2,184 
Merger reserve        (670)  670
Other recognised gains relating to the year       670  –
Loss for the ﬁnancial year        (127)  (1,020)
Closing Equity Shareholders’ Funds        6,435  6,432
£670,000 has been transferred from the merger reserve to the proﬁt and loss reserve. See note 20.
25 OPERATING LEASE COMMITMENTS 
At 31 March 2006 the Group has lease agreements in respect of licence fees, properties, plant and equipment, for which the payments extend over a number of years:
Annual commitment under non-cancellable operating leases expiring:
     As at 31 March 2006    As at 31 March 2005
    
     Land and    Land and  
   buildings   Other Total buildings Other Total
   £’000 £’000 £’000 £’000 £’000 £’000
Within one year    –  –  –  –  39  39
Within two to ﬁve years    131  2  133  61  70  131
After ﬁve years    –  1,145  1,145  –  1,224  1,224
     131  1,147  1,278 61  1,333  1,394
Notes to the Financial Statements continued
for the year ended 31 March 2006
26 PENSION COMMITMENTS 
The assets of the money purchase pension schemes are held in separate 
trustee-administered funds. The Group made contributions of £50,000 (2005: 
£50,000) into the money purchase scheme. ANNUAL REPORT AND ACCOUNTS 2006 39
27 RELATED PARTY TRANSACTIONS 
FRS 8 “Related Party Transactions” requires the disclosure of the details of 
transactions between the reporting entity and related parties. The Group has 
taken advantage of the exemption under FRS 8 not to disclose transactions 
between group companies.
Transactions with directors
During the year there were no transactions with directors.
Transactions with joint ventures
During the year the Group charged Oneword Radio Limited £180,000 (2005: 
£17,000), The Digizone Limited £nil (2005: £32,000) and The Digital News 
Network Limited £20,000 (2005: £7,000) for the provision of management, 
technical and administration services and studio facilities.
For the year to 31 March 2006, the Group loaned £503,000 to Oneword Radio 
Limited and £8,000 to The Digital News Network Limited.
Details of balances held with Group companies at the year-end are disclosed 
in notes 15 and 16.
28 FINANCIAL INSTRUMENTS 
The Group’s ﬁnancial instruments comprise borrowings, cash and liquid 
resources and various items, including trade debtors and trade creditors that 
arise directly from the operations. The main purpose of these ﬁnancial 
instruments is to raise ﬁnance for the Group’s operations.
Objectives, policies and strategies
It is, and has been throughout the year under review, the Group’s policy not 
to use or trade in derivative ﬁnancial instruments.
The Group’s ﬁnancial instruments comprise its borrowings, consisting of its 
loan, cash, loans to its joint ventures and various items such as trade debtors 
and trade creditors that arise directly from its operations. The main purpose of 
the ﬁnancial liabilities is to provide ﬁnance for the Group’s operations in the 
year between raising equity funding. The main purpose of the ﬁnancial assets 
is to provide some ﬁnance to its joint ventures or as a store of liquid resources.
The Group has limited exposure to foreign currency risk; thus the main risks 
arising from the Group’s ﬁnancial instruments are interest rate risk and 
liquidity risk. The Board reviews and agrees policies for managing these risks 
and they are summarised below. These policies have remained unchanged 
throughout the year under review. 
Interest rate risk
The Group primarily ﬁnances its operations through raising of equity ﬁnance 
from its shareholders and thus is not generally exposed to interest rate risk on 
ﬁnancial liabilities. In the past a small amount of temporary funding has been 
taken through a bank overdraft. 
In respect of its loans to its joint ventures these are in the nature of quasi-
equity and do not bear interest. Consequently, the Group bears the loss of a 
return on these investments.
The Group’s policy is to ensure that to the best of its ability it maximises the 
interest income on its surplus cash. This involves placing cash in a mix of 
ﬁxed rate and ﬂoating rate short-term deposits. There is no prescribed ratio of 
ﬁxed to ﬂoating rate.
Liquidity risk 
The Group’s policy throughout the year under review has been to ensure the 
continuity of funding. Of the convertible loan debt ﬁnancing of £1,686,000 
secured in October 2001, £1,349,000 was repaid in May 2002 out of the 
proceeds of the equity ﬁnancing completed in April 2002. The remaining debt 
ﬁnancing of £337,000 is interest-free if repaid before 1 October 2011.
Short-term debtors and creditors
Short-term debtors and creditors have been excluded from the disclosures. UBC MEDIA GROUP PLC 40
28 FINANCIAL INSTRUMENTS  continued 
Interest risk proﬁle 
Financial assets 
The interest rate proﬁle of the Group’s ﬁnancial assets at 31 March 2006 was:
         2006  2005
         £’000  £’000
Cash and short-term deposits – ﬂoating rate       4,677  3,498
Loans to joint ventures    
 – book value        969  458
             5,646  3,956
All of the above are in sterling.
Floating rate cash earns interest based on the relevant LIBID equivalents or government bond rates. The loans to joint 
ventures are interest-free and repayable at the discretion of the Board of The Digizone Limited, Oneword Radio Limited 
and The Digital News Network Limited.
Financial liabilities 
The interest rate proﬁle of the Group’s ﬁnancial liabilities was:
         2006  2005
         £’000  £’000
Loans        337  337
         337  337
The above are in sterling.
At 31 March 2006, the Loan – ﬂoating rate liability comprises one loan note. This was issued by Classic Gold Digital 
Limited to GCap Media plc for £337,000. The loan note is to be redeemed or repaid at par on or before 1 October 
2011. If the loan is repaid on or before that date then no interest accrues on this loan. Otherwise interest accrues 
at 2% per annum above the Barclays Bank plc base rate. 
The Group has undrawn facilities of £1,000,000 at the year ended 31 March 2006.
There are no material differences between the fair value and the book value of the Group’s ﬁnancial assets and 
liabilities as at 31 March 2006 and 31 March 2005. 
Maturity of ﬁnancial liabilities
The loan note of £337,000 issued by CGDL to GCap Media plc is to be redeemed or repaid at par on or before  
1 October 2011.
29 FUTURE LIABILITIES 
On exercise of share options after 6 April 1999, the Company will be required to pay National Insurance on the 
difference between the exercise price and the market value of the shares issued. As described in note 19 the 
options issued by the Company since 6 April 1999 will vest at various dates. The Company will become 
unconditionally liable to pay the National Insurance upon exercise of the options. The amount of National 
Insurance payable will depend upon the number of employees who remain with the Company and exercise their 
options, the market value of the Company’s ordinary shares at the time of exercise and the prevailing National 
Insurance rate at that time. At 31 March 2006, an amount of £20,000 (2005: £26,000) was accrued based on the 
year-end share price of 19.50p (2005: 29.25p). 
Notes to the Financial Statements continued
for the year ended 31 March 2006 ANNUAL REPORT AND ACCOUNTS 2006 41
30 PRINCIPAL SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES 
    Ordinary shares Ordinary shares  
    held 2006 held 2005   
      %  %   Principal activity
Subsidiaries: immediate holding company
 UBC Media Group plc 
The Unique Broadcasting Company Limited    100  100  Radio production and advertising sales
Classic Gold Digital Limited     80  80    Radio broadcasting
Smooth Operations (Productions) Limited    100  100    Radio production
Oneword Radio Limited*     –  50    Radio broadcasting
Subsidiaries: immediate holding company
 The Unique Broadcasting Company Limited
Oneword Radio Limited*     –  50    Radio broadcasting
Joint venture of UBC Media Group plc
Digital News Network Limited     28  28 Provision of news programmes to digital radio
The Digizone Limited     50  50    Dormant
Joint ventures of The Unique Broadcasting Company Limited      
Oneword Radio Limited     49  –    Radio broadcasting
All subsidiaries are consolidated into the ﬁnancial information of the Group.
All joint ventures companies are registered in England and Wales as private companies limited by shares.  
The joint ventures have been included in the Group accounts for the year ended 31 March 2006 using  
the following accounting periods:
Digital News Network Limited  Year ended 31 March 2006
The Digizone Limited  Year ended 31 March 2006
Oneword Radio Limited  Year ended 31 March 2006
 *Oneword Radio Limited
On 6 April 2005 UBC Media Group plc reduced its shareholding in Oneword Radio Limited from 100% to 
49% by the sale of a 51% interest in Oneword Radio Limited. The Unique Broadcasting Company Limited 
owns 49% of the joint venture with Channel 4.
31 POST BALANCE SHEET EVENT
Subsequent to the year-end the Board approved the raising of additional funds, via a share issue subject  
to EGM approval, for further investment in the Group’s music downloading service. NOTICE IS HEREBY GIVEN that the sixth Annual General Meeting of the Company 
will be held at the ofﬁces of Wragge & Co LLP, at 3 Waterhouse Square, 142 
Holborn, London EC1N 2NH on 4 August 2006 at 11.00a.m. for the following 
purposes:
Ordinary Business:
1.  To receive the report of the directors and the ﬁnancial statements of the Company 
for the year ended 31 March 2006.
2.  To re-appoint Deloitte & Touche LLP as auditors of the Company to hold ofﬁce until 
the conclusion of the next general meeting at which accounts are laid before the 
Company and that their remuneration be ﬁxed by the directors.
3.  To re-elect S.A. Cole who retires by rotation pursuant to Article 91 of the 
Company’s Articles of Association and who, being eligible, offers himself for re-
election as a director.
4.  To re-elect J.H. Donald who retires by rotation pursuant to Article 91 of the 
Company’s Articles of Association and who, being eligible, offers herself for  
re-election as a director.
5.  To re-elect P.H.B. Pascoe who retires by rotation pursuant to Article 91 of the 
Company’s Articles of Association and who, being eligible, offers himself for  
re-election as a director.
6.  To approve the Directors’ Remuneration Report for the year ended 31  
March 2006.
Special Business:
7.  To consider and, if thought ﬁt, to pass the following resolution as an Ordinary 
Resolution:
  THAT the directors be and they are hereby generally and unconditionally 
authorised in accordance with section 80 of the Companies Act 1985 to exercise 
all the powers of the Company to allot relevant securities (as deﬁned in that 
section) up to a maximum nominal amount of £262,236 provided that this 
authority shall expire ﬁfteen months from the date of this resolution or, if earlier, 
at the conclusion of the Annual General Meeting of the Company in 2007, save 
that the Company may before such expiry make an offer or agreement which 
would or might require relevant securities to be allotted after such expiry and the 
directors may allot relevant securities in pursuance of such offer or agreement as 
if the authority conferred hereby had not expired.
8.  To consider and, if thought ﬁt, to pass the following resolution as a Special 
Resolution:
  THAT, subject to and conditionally upon the passing of resolution No.8 above, 
the directors be and they are hereby empowered pursuant to section 95 of the 
Companies Act 1985 to allot equity securities (as deﬁned in section 94 (2) of that 
Act) for cash pursuant to the authority conferred by that resolution as if section 
89 (1) of the said Act did not apply to such allotment, PROVIDED that the power 
hereby conferred shall be limited:
 i)  to the allotment of equity securities in connection with a rights issue in 
favour of shareholders where the equity securities respectively attributable 
to the interests of all shareholders are proportionate (as nearly as may be) 
to their holdings of such shares subject to such exclusions or entitlements, 
statutory restrictions or legal or practical problems under or resulting from the 
application of the laws of any territory or the requirements of any recognised 
regulatory body or stock exchange in any territory, and
 ii)  to the allotment (otherwise than pursuant to the sub-paragraph (i) above) of 
equity securities up to an aggregate nominal amount of £174,824 being 10% 
of the issued share capital as shown by the latest published annual accounts 
of the Company;
  and shall expire ﬁfteen months from the date of this resolution or, if earlier, at the 
conclusion of the Annual General Meeting of the Company in 2007, save that the 
Company may before such expiry make an offer or agreement which would or 
might require equity securities to be allotted after such expiry and the directors 
may allot equity securities in pursuance of such offer or agreement as if the 
power conferred hereby had not expired.
Dated 26 June 2006 
By Order of the Board, 
 
S.J. Howell, Company Secretary 
Registered Ofﬁce: 50 Lisson Street, London, NW1 5DF
Notes
1  A member entitled to attend and vote at the 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.
2  To be effective, a proxy card must be deposited at the registered ofﬁce of the Company not less 
than 48 hours before the time ﬁxed for the Meeting.  A proxy card is enclosed.
3  The Register of Directors’ Interests in shares of the Company and copies of the service 
agreements between the Company and its Directors will be available for inspection at the 
registered ofﬁce of the Company during usual business hours on any weekday (Saturdays and 
public holidays excluded) until the date of the Meeting and also on the date and at the place of 
the Meeting from ﬁfteen minutes prior to its commencement until the conclusion of the Meeting.
4  The Company, pursuant to Regulation 41 of the Uncertiﬁed Securities Regulations 2001, 
speciﬁes that only shareholders registered in the register of members of the Company at close 
of business on 2 August 2006 shall be entitled to attend or vote at the aforesaid annual general 
meeting in respect of the number of shares registered in their name at that time.  Changes to 
entries in the register of members after this time shall be disregarded in determining the rights 
of any person to attend or vote at the meeting.
UBC MEDIA GROUP PLC 42
Notice of Annual General Meeting ANNUAL REPORT AND ACCOUNTS 2006 43
Proxy Form 2006 – UBC Media Group plc
For use by Shareholders at the Annual General Meeting, to be held on 4 August 2006. 
Please ﬁll in form using BLOCK CAPITALS.
I/We (name in full)  
of  
being (a) holder(s) of ordinary Shares of 1p each of the Company, hereby appoint the duly appointed 
Chairman* of the Meeting or
(insert name and address)  
 
to act as my/our proxy at the Annual General Meeting of the Company to be held on 4 August 2006, 
and at any adjournment thereof. 
*see Note 7
Please mark X how you wish your votes to be cast (see Note 6)
Dated   2006   
Signature  
Notes
1.  A proxy need not be a member of the Company.
2.  In the case of joint holders, the vote of the senior who 
tenders a vote, whether in person or by proxy, will be 
accepted to the exclusion of the votes of the other joint 
holders. For this purpose seniority is determined by 
the order in which the names stand in the Register of 
Members in respect of the joint holding.
3.  In the case of a corporation this proxy must be given 
under its common seal or be signed on its behalf by an 
attorney or ofﬁcer duly authorised.
4.  To be effective, this form must be lodged at the address 
overleaf not later than 48 hours before the time of 
the Meeting, or any adjournment thereof, together, if 
appropriate, with the power of attorney or other authority 
under which it is signed or a notarially certiﬁed copy of 
such power or, where the form has been signed by an 
ofﬁcer on behalf of a corporation, a notarially certiﬁed 
copy of the authority under which it is signed.
5.  Any alterations made on this form should be initialled.
6.  Please indicate with an X how you wish your votes 
cast. Unless otherwise instructed, the proxy will vote or 
abstain as the proxy thinks ﬁt. On any motion to amend 
any resolution, to propose a new resolution, to adjourn 
the Meeting, or any other motion put to the Meeting the 
proxy will act at his/her/their discretion.
7.  If it is desired to appoint as proxy any person other than 
the Chairman of the Meeting, his/her name and address 
should be inserted in the relevant place, reference to the 
Chairman deleted and the alteration initialled.
8.  The completion and return of this form will not prevent 
you from attending in person and voting at the Meeting 
should you subsequently decide to do so.
RESOLUTIONS FOR  AGAINST
Ordinary business
1. To receive the Directors’ Report and Accounts
2. To re-appoint auditors
3. To re-elect S.A. Cole as a Director
4. To re-elect J.H. Donald as a Director
5. To re-elect P.H.B. Pascoe as a Director
6. To approve the Directors’ Remuneration Report
Special business
7. To give an allotment authority
8. To disapply pre-emption rights
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2
3
4
Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent BR3 4BR
England
BUSINESS REPLY SERVICE
Licence No MB122
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T: 020 7453 1600
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