ICM Computer Group plc Annual report and accounts 2004 
ICM Computer Group plc
ICM House, Oakwell Way
Oakwell Park, Birstall
West Y orkshire WF17 9LU
www.icm-computer .co.uk
ICM Computer Group plc
Annual report and accounts 2004 
In a competitive environment... ICM Computer Group plc
ICM delivers Business Availability
services to customers through 
it’s IT Assurance business model.
IT Assurance combines IT Solutions, 
IT Support and Business Continuity
services.
IT Assurance enables clients 
to implement innovative business
solutions with confidence. 
IT Assurance allows companies 
to maintain optimum system
availability , 24 x 7. IT Assurance
ensures that business systems are
safeguarded in every eventuality . 
Contents
01 Highlights
02 At a glance
04 Chairman’s statement
07 Chief Executive’s review
14 Financial review
16 Directors’ report
19 Officers and professional advisers
20 Corporate governance
22 Remuneration report
26 Responsibility statements
27 Independent auditors’ report
28 Consolidated profit and loss account
29 Balance sheets
30 Consolidated cash flow statement
31 Consolidated statement of total 
recognised gains and losses
31 Consolidated reconciliation of 
movements in equity shareholders’ funds
32 Statement of accounting policies
34 Notes to the accounts
47 Notice of AGM
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ICM Computer Group plc
Annual report and accounts 2004 Highlights
Highlights
T urnover – Whole Group
(£m)
2000 2001 2002 2003 2004
49.3
66.6
68.9
77.8 77.5
T urnover – IT Support
(£m)
T urnover – IT Solutions
(£m)
T urnover – Business Continuity
(£m)
•
T urnover flat at £77.5m reflecting 
expected lower IT Solutions 
business
•
Underlying operating profit* up 12% 
to £6.0m; excluding £0.42m of start 
up losses from new Business 
Continuity centres
•
Operating profit* up 5% to £5.5m 
•
Profit before tax* was £5.0 million 
•
Adjusted earnings per share 17.3p 
•
Dividend for year up 4% to 3.45p 
•
82% of gross profit derived from 
long-term contracted revenues
•
ITM Support Services acquisition 
on course to be earnings enhancing 
in current financial year
•
Strong cash generation reinvested 
in new Business Continuity Centres 
in Manchester , Sevenoaks and 
Bristol. London site being doubled
•
Forward visibility continues to 
improve with revenues of £23.4m 
already committed for first half of 
current year
* before amortisation and the prior year exceptional item.
2000 2001 2002 2003 2004
16.4
20.2
24.8
27.8
32.4
2000 2001 2002 2003 2004
28.9
41.4
37.4
40.4
33.1
2000 2001 2002 2003 2004
4.0
5.0
6.7
9.2
12.0
Net cash inflow from operating
activities (£m)
2000 2001 2002 2003 2004
5.0 5.0
5.5
10.1
11.5 ICM Computer Group plc
Annual report and accounts 2004
02
Our IT Assurance Services
provide the strategy and
capability to address our
customers’ total business
availability needs. 
Our target marketplace is
to service small and mid
sized customers, however
larger customers also find
the combination of our
services attractive.
ICM Computer Group plc
At a glance
“The major strength of our IT Support services 
is the breadth of multi-vendor capability, delivered
through dedicated support personnel operating
throughout the UK.”
This activity is based on long term ongoing
contracts typically between 1 and 3 years duration.
Managed Services encompass a wide range of
hardware and software support, helpdesk, remote
network management, hosting and outsourcing 
of IT departments.
IT Support turnover
ICM provide high quality managed services.
IT Support
£32.4m
ICM’s national network places 
its resources within 2 hours of 98%
of UK business.
11 Leeds Head Office
12 London
13 London City
14 Manchester
15 Manchester Salford Quays 
16 Newmarket
17 Nottingham
18 Sevenoaks
19 T eeside
20 Wakefield
01 Aberdeen
02 Birmingham 
03 Bristol 
04 Dartford
05 Glasgow
06 Halesowen 
07 High Wycombe
08 Hull
09 Inverness
10 Leeds Datacentre ICM Computer Group plc
Annual report and accounts 2004 At a glance
03
IT Solutions Business Continuity
“The business offers considerable breadth in
professional services, IT infrastructure and data
connectivity to the commercial and education
marketplace.”
This activity is project based work.
Project based infrastructure solutions includes
consultancy and professional services, hardware
integration and supply, industry standard software
integration, storage solutions, data connectivity 
and complex networking solutions.
IT Solutions turnover
ICM provide project based IT infrastructure and
business solutions.
£33.1m
“The Group provides effective Business Continuity
services in the event of loss of use of IT or 
office facilities.”
This activity is based on long term ongoing 
contracts, typically between 3 and 5 years duration.
Business continuity includes continuity planning,
equipment recovery, hosted data recovery, mobile
data centres and alternative office facilities.
Business Continuity turnover
ICM provides high quality Business Continuity
services.
£12.0m 04
ICM Computer Group plc
Annual report and accounts 2004
Chairman’s statement
George A Hayter
Chairman
“This has been a notable
year for the Group.” 
We delivered good results, ahead of market
expectations; we modified the structure of the Group
by successfully reducing the scale of our IT Solutions
business whilst we continued to aggressively grow
both our IT Support and Business Continuity
operations; we completed the acquisition of ITM
Support Services to increase the depth and coverage
of our IT Support operations; and we continued our
ambitious roll-out programme of Business Continuity
centres across the UK. Overall this was a very 
good performance.
Financial results
Group turnover for the year remained relatively
unchanged at £77.5 million, reflecting the planned
reduction in our IT Solutions operations together with
good organic growth in our IT Support and Business
Continuity activities. 
Notably, our Business Continuity operation maintained
its impressive growth record reporting a 25% increase
in turnover compared to the previous year. Over the
last four years this operation has reported a compound
annual growth rate of over 30% per annum.
Gross profits held up well during the year in all three 
of our operations, indeed gross profits rose in our 
IT Solutions operations as a result of the restructuring
measures taken this year. Overall, the quality of our
earnings increased with 82% (2003: 76%) of our gross
profits now being derived from our contract based
activities in IT Support and Business Continuity . 
One of the key strengths of the Group is its ability to
generate cash. This year the Group produced a net
cash inflow from operating activities of £11.5 million
compared to £10.1 million in 2003. This is an excellent
performance and represents 208% of operating profit
before amortisation.
Operating profits (before amortisation and last year’s
exceptional item) rose by 5% to £5.5 million 
(2003: £5.2 million). This was a particularly good
performance as this figure includes start-up operating
losses of £428,000 (2003: £72,000) in respect of the
new Business Continuity centres opened during the
year. If these losses had not affected the operating
profit during the year , then organic growth in operating
profit would have been 12%. This serves to illustrate
the effects of the investment programme on our
reported results and the strength of the underlying
business model in delivering organic growth.
Profit before tax (before amortisation and last year’s
exceptional item) increased by 2.5% to £5.0 million
compared to £4.9 million for the previous year 
despite a 45% higher interest charge arising from
increased borrowings to fund the continuing
investment programme.
  05
ICM Computer Group plc
Annual report and accounts 2004 Chairman’s statement
Dividend
As a result of the continued strong overall performance
of the Group, the Board is recommending a final
dividend of 2.25 pence per share. This gives a total
dividend for the year of 3.45 pence per share, an
increase of 4% compared to 3.31 pence for the
previous financial year. 
Strategy
The Group strategy has remained unchanged as we
continue to offer all three of our complementary
services to our customers across the UK as part of 
a total IT Assurance service. Our strategy delivers
enhanced business availability to our customers
through a combination of our IT Support, IT Solutions
and Business Continuity services that we market
under the IT Assurance banner. We aim to service 
the small and mid-sized corporate marketplace 
where the need for our IT skills is particularly strong,
however we also service larger corporates who find
the combination of our services attractive. 
We are developing and investing in the business 
to drive future growth in line with this focussed IT
Assurance strategy and we will continue to enhance
our organic growth with appropriate acquisitions,
principally in the IT Support area. 
Supported by our strong operating cash flow, we are
also committed to completing our strategy to build 
a UK-wide network of Business Continuity centres to
complement our other Business Continuity services.
We believe that the rapidly growing Business Continuity
market provides considerable opportunities for the
Group and our profile in this marketplace is increasing
as we continue to widen the geographical scope 
of our services.
We consider that a further three Business Continuity
centres will be needed to provide sufficient UK
coverage and complete the investment phase of 
our UK wide rollout. Thereafter, we will seek to build
centres driven by specific customer demand. We 
will continue to drive forward this ambitious rollout
programme in as short a timescale as possible without
prejudicing our financial performance. 
Corporate developments
As planned, a significant proportion of our investment
programme was focussed on our Business Continuity
operations. We opened sites in Manchester and
Sevenoaks during the financial year. Both of which
have started well. In July 2004 we opened our new
Bristol Business Continuity centre, our tenth site. 
I am pleased to report that sales have also started 
well for this facility. 
In April 2004 we announced that, due to customer
demand, we would double the size of our Business
Continuity facilities in London. The refit programme 
of this extended capacity is progressing well and 
we expect to open our new facility in stages during 
the current financial year. We have already received
letters of intent for extensions to existing contracts
and new business for this facility as the capacity
becomes available.
In December 2003 we acquired the ITM Support
Services business. This business adds depth and
coverage to our IT Support operations by bringing 
IBM mid-range support capabilities to the Group. 
I am pleased to report that the business has now been
fully integrated and, whilst it made a loss for the year
due to reorganisation costs, it has been brought into
monthly profitability in line with our expectations 
at the time of acquisition. We expect this acquisition 
to be earnings enhancing in the new financial year.
ICM people
In our service focussed business, we are dependant
on the commitment and professionalism of our
employees to ensure that we deliver to our clients 
the quality service they expect. I would like to 
express the Board’s appreciation for the effort and
commitment which all staff have again made during
this demanding year. 
Outlook
We started the new financial year with good contracted
order books and good visibility of income in our 
IT Support and Business Continuity activities. Forward
visibility in these operations increased from last year
with £23.4 million of revenue already booked for the
first half of the current financial year. We also started
the year with stabilised trading conditions for our 
IT Solutions activity. This division, which now forms 
a smaller focus for the Group, is currently trading in
line with our expectations. 
Strong forward visibility and overall healthy underlying
demand for our services will leave us well placed 
to deliver satisfactory annual results and to continue
the momentum which we have built up towards
completing the investment phase of our Business
Continuity operations. 06
ICM Computer Group plc
Annual report and accounts 2004
In a competitive environment...
...we ensure that business systems
are safeguarded in every eventuality. Chief Executive’s review
07
ICM Computer Group plc
Annual report and accounts 2004
Chief Executive’s review
Barry A Roberts
Chief Executive
In today’s 24 x 7 business environment most
customers who use complex IT systems to operate
and control their business need total availability.
However, it is not just availability of IT systems which
determine a company’s ability to run its business.
Availability of business infrastructure, particularly
premises and telecoms, is equally important. Our IT
Assurance services provide the strategy and
capability to address our customer’s total Business
Availability requirements. 
Our IT Assurance service provides a customer with 
a single business partner who develops a far greater
understanding of that customer’s requirements and 
as a result is able to offer more tailored services to
meet all their Business Availability needs. 
We achieve this by assisting customers with the
development of their IT infrastructure, supporting that
infrastructure through its lifecycle and, in the event 
of a disaster which prevents access to IT or office
facilities, providing effective Business Continuity
services to help them continue to run their business.
This is a very attractive offering for small and 
medium enterprises that may have limited internal 
IT management resources.
“The main focus of the
Group is to deliver 
Business Availability to 
the customers we serve.”  08
ICM Computer Group plc
Annual report and accounts 2004
In a competitive environment...
...we give our customers the
confidence of optimum system
availability around the clock. 09
ICM Computer Group plc
Annual report and accounts 2004
Chief Executive’s review
continued
Chief Executive’s review
IT Support
IT Support
Turnover in our IT Support business grew by 17% to
£32.4 million (2003: £27.8 million) after a £2.8 million
contribution to turnover from the ITM Support
Services business which we acquired in December
2003. This was a good performance as it includes the
reported loss of a large contract which affected the
contract base from the beginning of the year. 
Visibility in this area continues to be strong, with 
£17.3 million of revenues in the division already
committed for the first half of the current financial year.
Gross profits in IT Support rose by 13%, which is
slightly less than the turnover growth, due to lower
margins in the larger outsourcing contracts won
during the year.
The acquisition of ITM Support services has
significantly strengthened the Group’s capability in the
mid-range IT Support market and has increased the
Group’s customer base. It also enables us to extend
our IT Assurance strategy by enabling us to provide 
an integrated package of sales solutions, support for
systems and business continuity capabilities for 
IBM equipment.
The need for reliable and cost effective IT systems 
has never been more important to our customers. Our
contracted support and managed services products
assist customers in providing this cost effective high
ongoing availability from their IT infrastructure. Our 
IT Support service encompasses a wide range of
hardware and software support, hotline telephone
support, helpdesk services, hosted services, facilities
management and remote diagnostic and network
management services. We assist customers to factor
business risk considerations into their support
contracts in line with their identified business priorities
and needs. Our IT Support products are then tailored
further to each customers requirements through the
addition of support extensions and options.
The major strength of our IT Support services is the
breadth of multi-vendor capability and the fact that 
our services are delivered by our own dedicated
support personnel operating through 14 support
centres located throughout the UK. These support
centres are strategically located to give true nationwide
coverage and place our resources within two hours 
of 98% of UK businesses. This differentiates us from
our competitors and is key in maintaining the effective
delivery of IT availability services to our customers. 
We continue to win quality business in what has
always been a very competitive marketplace. We also
expect to benefit from the wider operational base
arising from the inclusion of ITM Support Services. 10
ICM Computer Group plc
Annual report and accounts 2004
In a competitive environment...
...our focus on their business needs 
gives our customers the confidence to
implement innovative business solutions. 11
ICM Computer Group plc
Annual report and accounts 2004
Chief Executive’s review
continued
Chief Executive’s review
IT Solutions
IT Solutions 
As noted in my report last year, we have taken steps 
to reduce the size of the IT Solutions activities of the
group by withdrawing from elements of lower margin
business. These reductions were achieved without
exceptional charge.
As a result of the planned changes made during the
year, turnover in the IT Solutions business fell by 18%
to £33.1 million (2003: £40.4 million) whilst removal 
of lower margin business meant that gross profit only
fell by 16%.
Our IT Solutions division delivers a wide range of 
IT infrastructure and business solutions to the
commercial and education marketplaces. T ypically
services provided range from the integration and
installation of customer-defined hardware or software
to consultancy, design, specification, supply and
implementation of complex connectivity solutions 
and ‘turnkey’ multi-vendor networked systems.
Consulting services are offered through the Group’s
Professional Services division where our IT consultants
work directly with clients to design and recommend
cost effective solutions to commercial IT problems.
The supply of products will typically follow the
consultancy phase and entail procuring, integrating
and installing equipment and software from many
manufacturers and often includes the project
management of the implementation.
The business offers considerable breadth in
professional services from line of business applications
based upon Microsoft Business Solutions products,
through to complete IT infrastructure design. Core
strengths in infrastructure design involve HP , IBM,
Cisco, Microsoft, Novell, Citrix, and Linux technologies.
Our network competencies are backed by
manufacturer accreditations and include the capability
for network design, configuration and installation
services on local area networks, wide area networks,
storage network solutions and IP telephony
installations. The Group’s strength in networking and
telecoms is complemented by further contracted
services in the area of Internet Service Provision. 
The advent of broadband has created significant
opportunity for low cost connectivity solutions and the
Group delivers these for its corporate customers by
offering bandwidth sale, network monitoring and
network management. In addition we tailor, implement
and offer support contracts for best of breed security
and network management software products.
We have no current plans to make further reductions
in this activity as we see it as an important part of the
IT Assurance model. We are however, concentrating
on delivering the more margin rich professional
services, whilst continuing to monitor our headcount
and activity levels in this division against market
opportunity. Recently we have seen market conditions
stabilise, and quotation activity is healthy and this
division is currently performing in line with our
expectations.  12
ICM Computer Group plc
Annual report and accounts 2004
Chief Executive’s review
Business Continuity
Business Continuity
The Business Continuity division grew turnover by
25% to £12.0 million compared to £9.6 million for 
the same period in 2003. The strong growth in this 
Division reflects the continued and rapid growth in 
the contracted base and is assisted by increasing
awareness of our Business Continuity services. 
Gross profits in this activity also rose by 25%.
The division is benefiting from the Group’s consistent
investment programme over the last few years which
has created a nationwide network of 10 Alternative
Workplace and Data Hosting centres together with
UK-wide Mobile and Relocatable Business Continuity
services.
ICM offers four types of Business Continuity services: 
•
Relocatable Recovery provides for smaller IT
equipment to be shipped to and installed on the
customer’s site in the event of a disaster; 
•
Mobile Recovery utilises ICM’s fleet of mobile
computing data-centres which can be deployed to 
a customer site in the UK following a disaster; 
•
Recovery Hosting facilities provides data access 
to managed data centres with resilient high speed
communications links; and, 
•
Alternative Workplace Recovery allows customers
to relocate staff to a specified office configuration,
including computer networks and office equipment,
within a Business Continuity Centre in the event that 
a customer’s offices become unusable through some
unexpected event or disaster. 
In July 2003 we opened our Sevenoaks Business
Continuity Centre following a specialist refit. The
centre caters for 300 recovery positions and offers
datacentre services, which are another area of rising
customer demand in Business Continuity services.
The Sevenoaks Business Continuity Centre is located
two miles from the M25, M26 and M20 and is adjacent
to the Sevenoaks main-line train station. The centre is
generating strong interest from organisations both from
inner London and Kent looking for an outer London
Business Recovery facility. New contract signings
since it opened have been excellent. We now have 
a network of three sites in the South East providing
facilities in Sevenoaks, Wapping and High Wycombe
giving effective cover for a customer’s inner and outer
London business continuity strategy.
Our second Manchester Business Continuity Centre
opened for business at the end of August 2003. This
centre caters for 400 recovery positions together with
datacentre capability. The centre is close to the M60
and M602 and is adjacent to the Metro tram link to
central Manchester. New business signings for this
centre have also been healthy. 13
ICM Computer Group plc
Annual report and accounts 2004
Chief Executive’s review
continued
In November 2003 we purchased a site in Bristol, 
the Group’s tenth Business Continuity Centre. This 
site underwent a specialist refit during the year and
now provides up to 400 recovery positions together
with datacentre capability. The site is based close to
the M4 and M5 junction and to the Bristol Parkway 
main-line railway station. This centre opened in 
July 2004 and initial sales for this centre have been
strong. 
In April 2004 we announced that we would double our
London Business Continuity capacity by expanding
our Wapping site as a direct response to customer
demand. We obtained the lease of an adjacent
building to the existing centre and, following a
specialist refit, the site capacity will be increased from
250 to 500 recovery positions together with additional
high availability and data hosting capability. The site
will open in phases during this financial year and 
once fully open we will be able to offer 1,000 recovery
positions serving inner and outer London.
We believe that our strategic investment in establishing
a nationwide network of Business Continuity centres
is a valid one. This was effectively demonstrated
following the telecoms fire in Manchester in March
2004 which seriously disrupted telephone services 
to users in the Greater Manchester area. On that
occasion the Group had both of its Recovery Centres
in use recovering six contracted companies who
called upon our services because they were unable 
to make or receive telephone calls. All six were dealt
with effectively in line with their needs and the effects
on their businesses were minimised.
Mid-sized companies are increasingly making
provision for Business Continuity services, either
through tiered requirements from their own global
clients demanding contingency planning as part of
their supply chain management, or simply their own
increased awareness of the risks to their business. 
The result is that the Group’s sales pipeline and
activity levels remain high in this division and we have
again expanded our sales capacity in order to take
advantage of the increasing opportunity. Our order
book continues to be strong with £6.1 million of
revenues in the Division already committed for the 
first half of the current financial year.
Summary
Our IT Assurance model is continuing to find favour in
an environment where existing IT departments seek to
provide total IT availability within affordable parameters
and where single source supply arrangements are
sought by increasingly more customers. 
The drivers in the Business Continuity marketplace
continue to strengthen and the barriers to entry to that
marketplace are substantial. We continue to drive our
business towards the completion of the investment 
in our Business Continuity division to take advantage
of the opportunity which exists and we believe will
continue to grow. We see this as a key feature of our
ongoing strategic development.
We also continue to seek earnings enhancing
acquisitions which will strengthen our business model
and add critical mass to our contracted operations
which tend to benefit from economies of scale.
  14
ICM Computer Group plc
Annual report and accounts 2004
Financial review
Stephen Wainwright
Finance and Commercial Director
Trading results
Group turnover for the financial year remained
unchanged at £77.5 million (2003: £77.8 million). As
expected, the mix of the Group’s business changed
during the period as a result of the restructuring of our
IT Solutions activities at the beginning of the period. 
Our IT Support operations grew well during the 
year with turnover up by 17% to £32.4 million (2003:
£27.8 million). This includes the newly acquired ITM
business which contributed £2.8 million to turnover
within the period.
Business Continuity grew strongly during the year with
turnover up by 25% to £12.0 million (2003: £9.6 million)
as a result of better utilisation of our Business
Continuity centres. 
Turnover in our IT Solutions division declined by 18%
to £33.1 million (2003: £40.4 million) as a result of the
restructuring measures taken during the period. 
Gross profits from all three activities held up well
during the year with margins in IT Solutions increasing
as a result of the restructuring of that operation. The
quality of the Group’s earnings therefore increased
during the period with 82% (2003: 76%) of gross
profits derived from the ongoing contracted revenue 
in the IT Support and Business Continuity operations.
Operating profits (before amortisation and last 
year’s exceptional item) rose by 5% to £5.5 million
(2003: £5.2 million). 
Group net interest rose to £518,000 (2003: £356,000)
as a result of continued capital investment in our
Business Continuity activities and the ITM Support
Services acquisition. 
Profit before tax (before amortisation and last year’s
exceptional item) increased by 2.5% to £5.0 million
compared to £4.9 million for the previous year.
Adjusted basic earnings per share, which reflects
trading results and therefore excludes the exceptional
item in 2003 and amortisation of goodwill, fell to 
17.3 pence (2003: 17.5p) as a result of additional
shares issued during the year. Fully diluted earnings
per share rose to 14.0p (2003: 12.3p). 
Issue of shares
In October 2003 we issued 989,520 shares at a price 
of £2.10 in order to assist the Group’s investment
programme in developing our national network of
disaster recovery centres and for making suitable
acquisitions. The issue represented approximately 
5% of the share capital of the business and raised, 
net of costs, £2.0 million. 
“We have continued 
to invest in the expansion 
and future growth of 
the business.”  15
ICM Computer Group plc
Annual report and accounts 2004 Financial review
Cash flow and net debt
Cash generation continued to be strong with net 
cash inflow from operating activities of £11.5 million
compared with £10.1 million in the previous year. This
represents 208% (2003: 194%) of operating profit
before last year’s exceptional item and amortisation 
of goodwill.
Net cash flow and movements in net debt during the
year were:
£’m
Opening net debt (8.7)
Net cash generated from trading 11.5
Interest, tax and dividends (2.8)
Capital expenditure (11.4)
Acquisitions (3.9)
Issue of shares 2.0
Closing net debt (13.3)
Net debt is secured on the Group’s freehold property
portfolio of £20.9 million. Net interest paid for the year
of £726,000 was covered 7.6 times by operating profit
before the exceptional item and amortisation of goodwill.
Investment
We have again continued to invest in the expansion
and future growth of the business this year, with 
a record £11.8 million (2003: £8.3 million) of capital
expenditure. This was primarily used to further expand
the capability of our Business Continuity operation 
with developments in Manchester, Sevenoaks, Bristol
and London.
Acquisitions
We acquired the business and assets of ITM Support
Services on 1 December 2003 for an initial
consideration of £3.5 million in cash together with
further consideration of up to £3.0 million contingent 
on the level of contract signings. 
ITM is a leading independent provider of support 
for IBM mid-range IT systems. It employs 48 staff 
and has 500 customers throughout the UK ranging
from mid-sized companies and professional firms 
to larger corporates.
The ITM operation has been rationalised during the
period and integrated within the IT Support Division. 
As anticipated at the time of acquisition, reorganisation
costs held back profits during the year under review.
However, the operation has been brought into monthly
break even on schedule and it is expected that the
acquisition will be earnings enhancing in the current
financial year.
Dividend
The Board has recommended an increase in the final
dividend to 2.25 pence per share (2003: 2.15 pence
per share). This gives a total dividend for the year of
3.45 pence per share (2003: 3.31 pence per share).
Subject to shareholder approval, the final dividend will
be paid on 25 November 2004 to shareholders on the
Register on 29 October 2004.
International Financial Reporting Standards
All European Union listed companies will be required
to report their consolidated financial statements using
International Financial Reporting Standards from
2005. We will therefore be adopting these standards
for the first time for our year ended 30 June 2006.
The Group has been undertaking a detailed assessment
of the impact of IFRS adoption on its published
financial statements and this assessment is ongoing.
Capital structure and treasury policy
The Group finances its operations through a mixture 
of cash generation and related retained profits and,
where appropriate, bank loans and hire purchase
agreements to finance certain asset purchases.
The key risks which the Group faces in financing its
operations are interest rate risk and liquidity risk. 
The Board reviews and agrees policies for managing
interest rate and liquidity risk and these policies, which
have remained unchanged throughout the period
under review, are summarised below. 
(i) The function of group treasury is to reduce or
eliminate financial risk, to ensure sufficient liquidity 
is available to meet foreseeable funding requirements
and to invest surplus cash securely and profitably. 
(ii) The policy followed in managing credit risk
minimises exposure with banks and other institutions.
Transactions are authorised only with the Group’s
bankers and banks with which dealing mandates 
have been agreed and which maintain at least a AA
credit rating.
(iii) The Group uses a mixture of floating and fixed 
rate facilities together with interest rate instruments 
to manage its interest risk on borrowings.
At 30 June 2004 the Group had undrawn committed
borrowing facilities which were due for review within
one year of the balance sheet date of £4.8 million
(2003: £4.9 million). 16
ICM Computer Group plc
Annual report and accounts 2004
Directors’ report
The directors present their annual report together with the audited financial statements 
for the year ended 30 June 2004.
Principal activities
The Group is principally engaged in the provision of computer based business services 
and solutions.
Review of the business
A review of the Group’ s results and operations during the year is given in the Chairman’ s
Statement, Chief Executive’ s Review and the Financial Review included within these financial
statements. 
Directors
At 30 June 2004 the Board comprised three executive and three non-executive directors 
as follows:
George A Hayter Non-executive Chairman
George (aged 65) was previously managing director of the Trading Markets Division of the
London Stock Exchange and independent consultant to a number of overseas stock
exchanges. George is also Chairman of E*TRADE Group Inc. and is a non-executive director 
of Surfcontrol plc. George is primarily responsible for the running of the Board and is a member
of the Audit, Remuneration and Nomination committees.
Barry A Roberts Chief Executive
Barry (aged 55) was one of the founders of ICM in 1986 and has over 30 years experience in the
computer industry. He holds executive responsibility for the implementation of the Group’ s
business strategy. Barry is a member of the Nominations committee.
Stephen Wainwright Finance and Commercial Director
A Chartered Accountant, Steve (aged 41) joined ICM in 1991 from T ouche Ross. He is
responsible for the financial, commercial, corporate, legal and company secretarial operations
of the Group. Steve is a member of the Nominations committee.
Anthony Granelli Operations Director
T ony (aged 53) was one of the founders of ICM in 1986 and has over 25 years experience in
the computer industry. He is responsible for the overall operational management of the Group. 
E Graham Meek Senior Non-executive Director
After 20 years as a research analyst covering the information technology, electronics and 
semi-conductor sectors, Graham (aged 57) was appointed to the main board of Smith New
Court plc in 1994 as Head of Corporate Broking. Subsequently he headed up the Small Cap
Group at Merrill Lynch and was Head of Corporate Finance at Beeson Gregory until July 2002.
He is also a non-executive director of Filtronic plc and Capital Gearing Trust plc. Graham 
is Chairman of the Audit committee and a member of the Remuneration and Nomination
committees.
J Charles Halle Non-executive Director
Charles (aged 53) has 30 years experience in the IT industry with a strong sales and marketing
background. He spent 23 years at IBM in various roles including Marketing Manager for the
Northern Region. Subsequently he was UK Product Manager and Sales Manager for IBM’ s
AS/400 product line. In 1996 he was appointed Director, IBM e-business for Northern Europe
and South Africa. He was Chief Executive of Vocalis Group plc until 2001 and has subsequently
been working as an independent. Charles is Chairman of the Remuneration and Nomination
committees and is a member of the Audit committee.
In accordance with the Articles of Association, G A Hayter and A Granelli retire by rotation 
and, being eligible, offers themselves for re-election. The directors recommend that they be 
re-elected as directors. G A Hayter does not have a service contract with the Company and 
A Granelli’ s service contract is terminable upon 12 months notice. 17
ICM Computer Group plc
Annual report and accounts 2004
Directors’ report
continued
Directors’ interests
The beneficial interests of directors serving at the end of the year in the shares of the Company
were as follows:
30 June 2004 30 June 2003 
Ordinary shares Ordinary shares
of 5p each of 5p each
G A Hayter 5,555 5,555
B A Roberts 2,022,500 2,022,500
S Wainwright 143,175 143,175
A Granelli 1,571,750 1,571,750
E G Meek 10,000 10,000
J C Halle – –
The interests of directors in share options issued by the Company are given in the Remuneration
Report on page 25. There have been no movements in the interests of directors between the
end of the financial year and the date of this report.
Results, dividends and transfers to reserves
The results of the Group for the year are set out in detail on page 28.
The directors recommend the following dividends:
2004 2003
Pence Pence 
per share per share
Ordinary shares of 5p each Interim paid 1.20 1.16
Final proposed 2.25 2.15
Subject to the approval of shareholders at the Annual General Meeting, the final dividend will 
be paid on 25 November 2004 to shareholders on the Register on 29 October 2004. The 
ex-dividend date will be 27 October 2004.
T angible fixed assets
Details of movements in tangible fixed assets during the year are set out in Note 12 to the
Accounts.
Substantial shareholdings
As at 22 September 2004 the Company had been notified of the following substantial interests
in the issued share capital of the Company. The following table excludes the interests of the
directors, which are disclosed above.
Number of Percentage
Shareholder shares holding
Henderson Global Investors 2,067,676 9.9%
Scottish Widows 1,262,741 6.1%
Herald Investment Trust 1,235,000 5.9%
Mr G Strand 1,148,546 5.5%
Prudential 1,000,000 4.8% 18
ICM Computer Group plc
Annual report and accounts 2004
Directors’ report
continued
Directors’ report
Share capital
Resolutions will be proposed at the forthcoming Annual General Meeting to renew the
directors’ authority to allot unissued shares and to allow the directors to allot shares in certain
circumstances, such as for legal, regulatory and practical reasons, otherwise than pro-rata 
to existing shareholdings. More specifically, Resolution 7 grants authority to the directors to
allot ordinary shares up to an aggregate nominal amount of £346,509.
Resolution 8 will renew the current authority to exclude the statutory pre-emption rights for
issue of shares having a maximum aggregate nominal value of £103,952 which represents
10% of the Company’ s issued share capital. This authority will be effective until the earlier of 
the conclusion of the next annual general meeting and 10 February 2006. At the date of this
report the directors have no intention of exercising this authority. However they consider that 
it is prudent to request the authority for use in circumstances which the Board believe would 
be in the interests of the shareholders.
A resolution will also be proposed at the forthcoming Annual General Meeting requesting
authority from shareholders in general meeting for the Company to purchase its own shares 
as permitted by the Companies Act 1985. Resolution 9 authorises the Company to make
purchases of up to 2,079,056 ordinary shares which represents approximately 10% of the
issued ordinary shares. The minimum price which may be paid for each ordinary share is 
5 pence and the maximum price which may be paid for each ordinary share is 105% of the
average of the middle market quotations for the Company’ s ordinary shares derived from the
UK Listing Authority Daily Official List for the ten business days immediately preceding the day
on which such ordinary share is purchased. This authority will be effective until the earlier of 
the conclusion of the next annual general meeting and twelve months after passing of the
resolution. At the date of this report the directors have no intention of exercising this authority.
However they consider that it is prudent to request the authority for use in circumstances
which the Board believe would be in the interests of the shareholders.
Employment policies
The Group’ s employment policies fully embrace the principles of equal opportunity for all
employees regardless of race, sex or religion.
The Group gives full and fair consideration for employment to people who are disabled and
attempts to continue, wherever possible, the employment of employees who become
disabled whilst employed by the Group.
Creditor payment policy
It is the Company’ s policy and practice to agree terms of business for all transactions with
suppliers prior to commencing business with the supplier and to pay amounts which are not 
in dispute in accordance with these terms. At 30 June 2004 the Company’ s trade creditor
balances amounted to 58 days of average purchases during the year.
Going concern
After making due enquiry, the Board has formed a judgement at the time of approving the
financial statements that the Group has adequate resources to continue in operational
existence for the foreseeable future and therefore has adopted the going concern basis in 
the preparation of these financial statements.
Auditors
A resolution for the re-appointment of Deloitte & T ouche LLP will be proposed at the forthcoming
Annual General Meeting.
Approved by the Board of Directors
and signed on behalf of the Board 
S Wainwright
Secretary
24 September 2004 19
ICM Computer Group plc
Annual report and accounts 2004
Officers and
professional advisers
Officers and 
professional advisers
Directors
George A Hayter Non-executive Chairman
Barry A Roberts Chief Executive
Stephen Wainwright Finance and Commercial Director
Anthony Granelli Operations Director
E Graham Meek Non-executive Director
J Charles Halle Non-executive Director
Secretary
Stephen Wainwright BA, FCA
Company number
3134540
Registered office
ICM House
Oakwell Way
Oakwell Park
Birstall
West Yorkshire 
WF17 9LU
Financial advisers
Close Brothers Corporate Finance Limited
10 Crown Place
Clifton Street
London
EC2A 4FT
Stockbroker
Evolution Securities Limited
9th Floor
100 Wood Street
London 
EC2V 7AN
Auditors
Deloitte & T ouche LLP
1 City Square
Leeds 
LS1 2AL
Solicitors
Lupton Fawcett
Yorkshire House
Greek Street
Leeds 
LS1 5SX
Bankers
Barclays Bank PLC
PO Box 190
6 East Parade
Leeds
LS1 2UX
Registrars
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA 20
ICM Computer Group plc
Annual report and accounts 2004
Corporate governance
The Board is committed to the high standards of corporate governance embodied in the
Combined Code on Corporate Governance which is appended to the Listing Rules of the
Financial Services Authority.
Statement of compliance
The directors confirm that the Company has complied with the provisions set out in section 1 
of the Combined Code on Corporate Governance throughout the period under review.
Applying the principles of the Combined Code
The Company has applied the principles of corporate governance set out in the Combined Code
on Corporate Governance by complying with the Code of Best Practice as reported above.
Further details as to how the principles have been applied are set out below:
Directors
The Company is controlled through the Board of Directors which meets on a regular basis 
and has a formal schedule of matters specifically reserved to it. 
It is responsible for the overall group strategy, acquisition and divestment policy, approval of major
capital expenditure projects and consideration of significant financing matters. It monitors the
exposure to key business risks and the framework of internal controls and reviews the strategic
direction of individual trading subsidiaries, their codes of conduct, annual budgets, progress
towards achievement of those budgets and their capital expenditure programmes. The Board
also considers employee issues and key appointments. 
The Board comprises three executive directors and three independent non-executive directors,
one of whom is Chairman of the Company. Details of directors are set out on page 16. 
The Board formally reviews its performance and composition at least once in every 12 months. 
All directors, in accordance with the Code submit themselves for re-election at least once every
three years.
The division of duties at the top of the Company is clearly set out with the Chairman being
primarily responsible for the running of the Board whilst the Chief Executive’ s responsibilities focus
on the implementation of the Group’ s business strategy. 
All directors have access to the advice and services of the Company Secretary who assists 
the Chairman in ensuring that all directors are properly briefed on issues arising at Board
meetings. The Board also has an established procedure whereby any director wishing to do 
so in furtherance of his duties, is free to take independent professional advice at the expense 
of the Company.
Board committees
The Board has established committees with formally established terms of reference to which 
it delegates the responsibility for certain matters. The principal committees operated by the Board
are as follows:
Audit committee
The Audit Committee consists entirely of non-executive directors and is chaired by 
Graham Meek. 
The Audit Committee reviews the annual and interim financial statements prior to their submission
for approval by the Board together with the findings of the Auditors of the Group. It also considers
the Group’ s accounting policies and matters relating to risk management and internal controls. 
The committee is responsible for the relationship with the Auditors including reviewing their
performance, independence and suitability for non-audit work.
Remuneration committee
The Remuneration Committee consists entirely of non-executive directors and is chaired 
by Charles Halle. 
The Remuneration Committee is responsible for determining the contract terms and
remuneration packages of the executive directors, including performance related bonus
schemes. The committee also approves grants of options under the Company’ s share option
schemes. 
The Remuneration report is set out on pages 22 to 25.
Nomination committee
The Nomination Committee consists of three non-executive directors and two executive directors
and is chaired by Charles Halle.
The Nomination Committee is responsible for reviewing the structure, size and composition of 
the board, identifying suitable candidates for the approval of the board when vacancies arise and
to ensure effective board succession planning. 
Directors’ remuneration
The Company’ s policy on remuneration and details of the remuneration of each director are 
  21
ICM Computer Group plc
Annual report and accounts 2004 Corporate governance
Relations with shareholders
The Company encourages two way communications with both its institutional and private
investors through its active investor relations program.
The Chief Executive and Finance and Commercial Director are involved in meetings with analysts
and institutional investors both following the interim and final results and throughout the financial
year. These meetings may or may not be held at the Company’ s premises, however, meetings are
not generally scheduled when the Company is in a close period. The Company believes that this
communication is essential to ensure that analysts and institutional investors receive a balanced
view of the performance and issues facing the business and also to ensure that the Company
receives feedback from its investing institutions.
All shareholders are sent the Annual Report and Financial Statements and the Interim Report and
receive at least twenty working days notice of the Annual General Meeting at which all directors
and committee chairs are introduced and are available for questions. The Annual and Interim
reports are also made available free of charge at the Company’ s head office or via the Financial
Times Annual Report Service to existing and prospective investors.
In addition the financial results of the Group together with press releases made during the year 
are available on the investor relations page on our website (www.icm-computer.co.uk) which also
carries information about the business.
Accountability and audit
Financial reporting
A detailed summary of the performance and financial position of the Group is given in the
Chairman’ s Statement, the Chief Executive’ s Review and the Financial Review which, together
with the Director’ s Report, the Board uses to present a balanced and understandable
assessment of the Company’ s position and prospects within the financial statements.
Internal control
The Board of Directors has overall responsibility for the Group’ s system of internal controls and for
reviewing that system’ s effectiveness. However, any system of internal controls is designed to
manage, rather than eliminate, the risk of failure to achieve business objectives and as such can only
provide a reasonable, but not absolute, assurance against material misstatement or loss. 
The Board confirms that there has been a process for identifying, evaluating and managing the
significant risks faced by the Group in place throughout the financial year and that this process is
continuing at the date of this report. The process is regularly reviewed by the Board and accords
with the guidance contained within ‘Internal Control: Guidance for Directors on the Combined
Code’ formulated by the Turnbull committee. 
The Board has reviewed the effectiveness of the Group’ s system of internal controls, key elements
of which are set out below:
The Board receives reports from the Group’ s Risk Management Committee at each Board
meeting which in turn consolidates reports from each of the business units and functional units.
Those reports comprise a process of self assessment on key risk areas together with a procedure
for reporting risks which have previously not been included within the group risk catalogue.
The Board maintains control and direction over significant strategic, financial, organisational and
legal issues, and has established an organisational structure with formally defined reporting lines
and delegated authority. 
There are established information and reporting systems for monitoring the Group’ s operations
and formal reporting procedures which include monthly monitoring of the performance of each
business against budget. Business managers report on operational performance to individual
directors with line responsibility and to the Operational Board of the Group.
Capital expenditure is regulated by the budgetary process and by authorisation levels with 
certain expenditure designated by type or by size of expenditure being subject to approval by 
the Main Board.
In addition to the internal controls structure referred to above, the Auditors perform an audit to
express an opinion on the Financial Statements. As part of this audit the Auditors test and review
the system of internal controls and their effectiveness to the extent necessary to express their
opinion. All matters of significance arising from such examination are formally reported to the 
Audit Committee.
The Board has reviewed the requirement for an Internal Audit function and although the Board
does not deem that a full time function is necessary, Internal Audit functions to test compliance
with the Group’ s system of internal controls have been established within the Quality department
which reports directly to the Risk Management Committee.
Newly acquired companies and businesses have their existing internal control structure reviewed
and amended in order to comply with the Group’ s procedures as soon as practical after the
Group gains control. 
  22
ICM Computer Group plc
Annual report and accounts 2004
Remuneration report
The Remuneration Report describes the Group’ s remuneration policy for its directors together
with outlining the remuneration of the directors for the year under review. The report is divided
into unaudited information and audited information upon which the Auditors express an
opinion to the members of the group and has been prepared in accordance with the Directors’
Remuneration Report Regulations 2002.
The Remuneration Report is formulated by the Remuneration Committee and approved 
by the Board. In addition the report is submitted to shareholders for approval at the Annual
General Meeting. 
Unaudited information
Remuneration committee
The Remuneration Committee, on behalf of the Board, determines the Group’ s policy for
executive remuneration. It is responsible for reviewing the performance of each executive
director before recommending their annual remuneration, including performance related
remuneration bonus awards and participation in share option schemes to the Board for final
determination.
The committee is advised by the Chief Executive of the Company on proposals relating to the
remuneration packages of other executive directors. However, neither the Chief Executive nor
any other director participates in discussions in relation to their own remuneration.
Composition of the remuneration committee
The Remuneration Committee is comprised entirely of the non-executive directors as follows:
J C Halle Chairman of Remuneration Committee
G A Hayter
E G Meek
Remuneration policy
Executive directors
The Group operates in a highly competitive environment and therefore the Board recognises
that the Group must offer competitive and motivating remuneration packages to ensure that 
it attracts, retains and motivates key executives. In developing remuneration packages the
Remuneration Committee takes into account remuneration packages offered by comparable
companies and also the need to account for both individual performance and for the
performance of the Group in the determination of the elements of each executive’ s
remuneration package. 
It is the policy of the Group to seek to align the interests of the executive directors with those 
of the shareholders through an appropriate mix of short term incentive plans and share option
schemes. As such, a substantial element of the remuneration package is reserved to
performance related bonus.
The main components of executive remuneration are as follows:
• Basic salaries 
Basic salaries reflect the responsibility of each executive director’ s role. Salaries are reviewed
annually by the Remuneration Committee and when there are changes in an individual’ s
position or responsibility. Increases in basic salary are awarded based on individual
performance, comparison of salaries offered by comparable companies and with reference 
to company performance.
• Benefits 
Executive directors receive certain benefits in kind, principally a funded company vehicle and
private healthcare.
• Performance related bonus 
The Remuneration Committee establishes objectives for each year by reference to the Group’ s
profits and adjusted earnings per share for the forthcoming year taking into account the market
conditions and the effects of any investment in the long term development of the Group.
Achievement of the objectives set will produce a bonus of 30% of basic salary. Achievement
above and below the target is stepped so that no bonus is granted at 90% of target or below
however additional bonuses may be earned for over achievement. Performance related
bonuses are not pensionable.
  23
ICM Computer Group plc
Annual report and accounts 2004
Remuneration report
continued
• Pensions 
The Group contributes to an Executive Pension Plan for the executive directors, which 
is a defined contribution scheme, and provides life assurance.
• Share Option Schemes 
The aim of the share options schemes is to align the interests of employees and senior
management with shareholder interests. 
The Group operates two option schemes, the 1998 Approved Executive Share Option Scheme
and the 1998 Unapproved Executive Share Option Scheme. Both option schemes carry
performance targets and are open to all executive directors and employees. The performance
targets attaching to options granted under both schemes are that the adjusted earnings 
per share of the company, as shown in the financial statements, must exceed the percentage
increase in the Retail Price Index plus 2% over a 3 year reference period.
In addition, an option was granted on 15 April 1998 to S Wainwright over 350,000 ordinary
shares of 5 pence each in order to provide a meaningful long term incentive scheme. There 
are no performance criteria attached to these options and they are exercisable between three
and seven years from the date of grant.
The Group’ s policy is to issue share options at appropriate intervals in order to motivate and
retain executives and employees and to align their interests with those of the shareholders.
Grants of options are approved by the Remuneration Committee which may set additional
eligibility and performance criteria.
Service contracts
It is the Group’ s policy that service contracts for executive directors should have notice periods
of 12 months. Longer initial notice periods may need to be offered to new directors however
these will fall to 12 months in time. In this respect all executive directors hold service contracts
which may be terminated with 12 month notice by the Company and with 6 months notice by
the executive.
Details of the directors’ service contracts are set out below:
Date of contract
B A Roberts 7 May 1998
S Wainwright 7 May 1998
A Granelli 7 May 1998
External non-executive appointments
It is the Group’ s policy that an executive director may take up one non-executive position at
another company. This would allow the executive to broaden their knowledge and experience
to the benefit of the Group. Fees would normally be retained by the individual director. None of
the executive directors currently holds any external position.
Non-executive directors
Non-executive directors are appointed by letter outlining the terms of their engagement.
Non-executive directors are paid a basic fee for their services as a non executive director with
additional fees for membership or chairing of a committee or as Chairman. 
Details of the non-executive directors’ appointment are set out below:
Date of appointment
G A Hayter 25 March 1998
E G Meek 12 November 2002
J C Halle 25 February 2003
In order to retain their independence, non-executive directors do not receive any other benefits,
do not participate in any of the Share Option schemes of the Company and are not eligible for
membership of the Company’ s pension scheme. 
The remuneration of the non-executive directors is set by the Board as a whole.
  24
ICM Computer Group plc
Annual report and accounts 2004
Remuneration report
-100
-50
0
50
100
150
200
250
Jun 99
Jun 00
Jun 01
Jun 02
Jun 03
Jun 04
ICM Computer Group plc
FTSE Software & Computer Services Index
Performance graph
The graph compares the T otal Shareholder Return of ICM Computer Group plc against the
FTSE Software & Computer Services index over the past 5 years. The Remuneration
Committee believes that the constituents of this index operate in a similar market to ICM and
therefore provide the most appropriate benchmark of the group’ s performance.
Audited information
An analysis of the remuneration of the directors together with details of their share option
schemes is given below.
Directors’ emoluments
The remuneration of directors who served during the year is as follows:
Basic salary Benefits Bonus Fees 2004 2003
£’000 £’000 £’000 £’000 £’000 £’000
Executive directors
B A Roberts 150 15 53 – 218 190
S Wainwright 125 15 50 – 190 157
A Granelli 93 15 32 – 140 123
Non-executive directors
G A Hayter – – – 21 21 18
E G Meek 
(from 12 November 2002) – – – 18 18 9
J C Halle 
(from 25 February 2003) – – – 18 18 5
N M Milne 
(to 25 February 2003) – – – – – 10
368 45 135 57 605 512
Pension contributions
The Company made contributions under the ICM Executive Pension Plan, a defined
contribution scheme, as follows:
2004 2003
Director £’000 £’000
B A Roberts 23 20
S Wainwright 19 17
A Granelli 14 12
B A Roberts, S Wainwright and A Granelli froze their benefits in the Company’ s defined benefit
funded pension scheme in 1998. As such there was no increase in accrued pension during the
year and consequently no transfer value was attributable to that increase. At 30 June 2004 
and 30 June 2003, the accumulated accrued pension under that scheme was, for B A Roberts:
£18,000 per annum, S Wainwright: £6,000 per annum and A Granelli: £13,000 per annum. 
  25
ICM Computer Group plc
Annual report and accounts 2004
Remuneration report
continued
Directors’ interests in share options
The directors’ beneficial interests in the share options granted are as follows:
Number of shares under option
30 June Lapsed/ 30 June Exercise 
2003 Granted exercised 2004 price (pence) Exercise period
B A Roberts
1998 Unapproved 130,000 – – 130,000 180.0 12/5/01 – 11/5/08
1998 Unapproved 10,000 – – 10,000 292.5 6/11/04 – 5/11/11
S Wainwright
Memorandum of 
15 April 1998 350,000 – – 350,000 70.0 15/4/01 – 14/4/05
1998 Unapproved 80,000 – – 80,000 180.0 12/5/01 – 11/5/08
1998 Approved 10,000 – – 10,000 292.5 6/11/04 – 5/11/11
1998 Unapproved – 100,000 – 100,000 245.0 8/12/06 – 7/12/13
A Granelli
1998 Unapproved 50,000 – – 50,000 180.0 12/5/01 – 11/5/08
1998 Approved 10,000 – – 10,000 292.5 6/11/04 – 5/11/11
There have been no changes in the interests of directors between the end of the financial year
and the date of this report.
At the close of business on 30 June 2004 the mid-market price of the Company’ s ordinary
shares of 5 pence each was 290 pence. The shares traded between mid-market closing prices
of 171 pence and 322.5 pence per share during the financial year. 
Approved by the Board of Directors
and signed on behalf of the Board 
J Charles Halle
Director
24 September 2004 26
ICM Computer Group plc
Annual report and accounts 2004 Responsibility statements
Responsibility statements
Responsibilities of the directors and auditors for the financial statements
Directors’ responsibilities for the financial statements
Directors are required by the Companies Act 1985 to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the Company and the
Group as at the end of the financial year and of the profit or loss of the Group for that period. 
In preparing those financial statements, the directors are required to select suitable accounting
policies and then apply them consistently; to make judgements and estimates that are
reasonable and prudent and to state whether applicable accounting standards have been
followed.
It is the responsibility of the directors to maintain proper accounting records to enable them 
to ensure that the financial statements comply with the Companies Act 1985. It is also the
responsibility of the directors to safeguard the assets of the Company and the Group and
hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
Auditors’ responsibilities in relation to the financial statements
The Auditors’ responsibilities, as independent auditors, are established by statute, the Auditing
Practices Board, the Listing Rules of the Financial Services Authority, and by the profession’ s
ethical guidance.
It is the responsibility of the Auditors to report to the members their opinion as to whether the
financial statements give a true and fair view and whether the financial statements and the part
of the directors’ remuneration report described as having been audited have been properly
prepared in accordance with the Companies Act 1985. They also report to the members if, 
in their opinion, the directors’ report is not consistent with the financial statements, if the
company has not kept proper accounting records, if they have not received all the information
and explanations they require for their audit, or if information specified by law regarding
directors’ remuneration and transactions with the company and other members of the group 
is not disclosed.
The Auditors also review whether the corporate governance statement reflects the company’ s
compliance with the seven provisions of the Combined Code specified for their review by the
Listing Rules of the Financial Services Authority, and they report if it does not. They are not
required to consider whether the Board’ s statements on internal control cover all risks and
controls, or form an opinion on the effectiveness of the group’ s corporate governance
procedures or its risk and control procedures.
They read the directors’ report and the other information contained in the annual report for 
the year under review as described in the contents section including the unaudited part of the
directors’ remuneration report and consider the implications for their report if they become
aware of any apparent misstatements or material inconsistencies with the financial statements. 
The report of the Auditors is set out on page 27.
  27
ICM Computer Group plc
Annual report and accounts 2004
Independent auditors’ report to the
members of ICM Computer Group plc
Independent auditors’ report to the
members of ICM Computer Group plc
We have audited the financial statements of ICM Computer Group plc for the year ended 30
June 2004 which comprise the consolidated profit and loss account, the balance sheets, the
consolidated cash flow statement, the consolidated statement of total recognised gains and
losses, the reconciliation of net cash flow to movement in net debt, the consolidated
reconciliation of movements in shareholders’ funds, the statement of accounting policies and
the related notes 1 to 30. 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. T o the fullest extent permitted by law, we do not accept 
or assume responsibility to anyone other than the company and the company’ s members as 
a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As described in the statement of directors’ responsibilities, the company’ s directors are
responsible for the preparation of the financial statements in accordance with applicable
United Kingdom law and accounting standards. They are also responsible for the preparation
of the other information contained in the annual report including the directors’ remuneration
report. Our responsibility is to audit the financial statements and the part of the directors’
remuneration report described as having been audited in accordance with relevant United
Kingdom legal and regulatory requirements and auditing standards.
We report to you our opinion as to whether the financial statements give a true and fair view
and whether the financial statements and the part of the directors’ remuneration report
described as having been audited have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the directors’ report is not
consistent with the financial statements, if the company has not kept proper accounting
records, if we have not received all the information and explanations we require for our audit, 
or if information specified by law regarding directors’ remuneration and transactions with the
company and other members of the group is not disclosed.
We review whether the corporate governance statement reflects the company’ s compliance
with the seven provisions of the Combined Code specified for our review by the Listing Rules 
of the Financial Services Authority, and we report if it does not. We are not required to consider
whether the board’ s statements on internal control cover all risks and controls, or form an
opinion on the effectiveness of the group’ s corporate governance procedures or its risk and
control procedures.
We read the directors’ report and the other information contained in the annual report for the
above year as described in the contents section including the unaudited part of the directors’
remuneration report and consider the implications for our report if we become aware of any
apparent misstatements or material inconsistencies with the financial statements.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom auditing standards issued by the
Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant
to the amounts and disclosures in the financial statements and the part of the directors’
remuneration report described as having been audited. It also includes an assessment of the
significant estimates and judgements made by the directors in the preparation of the financial
statements and of whether the accounting policies are appropriate to the circumstances of the
company and the group, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable
assurance that the financial statements and the part of the directors’ remuneration report
described as having been audited are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion, we also evaluated the overall
adequacy of the presentation of information in the financial statements and the part of the
directors’ remuneration report described as having been audited.
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the
company and the group as at 30 June 2004 and of the profit of the group for the year then
ended and the financial statements and part of the directors’ remuneration report described as
having been audited have been properly prepared in accordance with the Companies Act 1985.
Deloitte & T ouche LLP
Chartered Accountants and Registered Auditors 
Leeds
24 September 2004 28
ICM Computer Group plc
Annual report and accounts 2004 Consolidated profit and loss account
Consolidated profit and loss account
for the year ended 30 June 2004
2004 2003
Before
goodwill Goodwill 
amortisation amortisation
Before and and
goodwill Goodwill exceptional exceptional
amortisation amortisation Total item item Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Turnover 1
Continuing operations 74,771 – 74,771 77,843 – 77,843
Acquisitions 2,771 – 2,771 –– –
77,542 – 77,542 77,843 – 77,843
Operating profit/(loss) 2
Continuing operations 5 5,610 (631) 4,979 5,243 (1,214) 4,029
Acquisitions (83) – (83) –– –
5,527 (631) 4,896 5,243 (1,214) 4,029
Share of profit of associate 2 – 2 –– –
5,529 (631) 4,898 5,243 (1,214) 4,029
Net interest payable 6 (518) – (518) (356) – (356)
Profit on ordinary activities 
before taxation 5,011 (631) 4,380 4,887 (1,214) 3,673
T ax on profit on 
ordinary activities 7 (1,458) (1,212)
Profit for the financial year 8 2,922 2,461
Dividends 9 739 655
Retained profit for the year 23 2,183 1,806
Earnings per share
Basic 10 14.3p 12.4p
Diluted 10 14.0p 12.3p
Adjusted basic 10 17.3p 17.5p 29
ICM Computer Group plc
Annual report and accounts 2004 Balance sheets
Balance sheets
30 June 2004
Group Company
2004 2003 2004 2003
Note £’000 £’000 £’000 £’000
Fixed assets
Intangible assets – goodwill 11 12,965 8,812 – –
T angible assets 12 32,382 24,411 20,889 13,764
Investments 13 – 16 8,056 7,887
45,347 33,239 28,945 21,651
Current assets
Stocks 14 5,273 5,007 – –
Debtors 15 23,010 20,010 10,717 7,219
Cash at bank and in hand 4,145 3,595 27 174
32,428 28,612 10,744 7,393
Creditors: Amounts falling due 
within one year 16 32,618 27,006 12,083 9,492
Net current (liabilities)/assets (190) 1,606 (1,339) (2,099)
T otal assets less current liabilities 45,157 34,845 27,606 19,552
Creditors: Amounts falling due 
after more than one year 17 16,909 11,175 18,259 12,525
Provisions for liabilities and charges 20 731 359 314 232
27,517 23,311 9,033 6,795
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Capital and reserves
Called up share capital 21 1,040 990 1,040 990
Share premium account 23 4,010 2,037 4,010 2,037
Merger reserve 23 2,797 2,797 2,797 2,797
Capital redemption reserve 23 447 447 – –
Profit and loss account 23 19,223 17,040 1,186 971
Equity shareholders’ funds 27,517 23,311 9,033 6,795
Approved by the Board of Directors 
and signed on behalf of the Board
B A Roberts
Director
24 September 2004 30
ICM Computer Group plc
Annual report and accounts 2004 Consolidated cash flow statement
Consolidated cash flow statement
for the year ended 30 June 2004
Reconciliation of net cash flow 
to movement in net debt
2004 2003
Note £’000 £’000
Net cash inflow from operating activities 24 11,492 10,147
Returns on investments and servicing of finance 25 (726) (524)
Taxation 25 (1,335) (1,319)
Capital expenditure and financial investment 25 (10,705) (7,124)
Acquisitions and disposals 25 (3,925) (2,697)
Equity dividends paid (696) (637)
Net cash outflow before use of liquid resources and financing (5,895) (2,154)
Financing 25 6,445 3,204
Increase in cash in the year 550 1,050
Note 2004 2003
26 £’000 £’000
Increase in cash in the year 550 1,050
Cash inflow from increase in debt and lease financing (4,422) (3,204)
Change in net debt resulting from cash flows (3,872) (2,154)
New finance lease and hire purchase contracts (710) (382)
Net debt arising on acquisition of business – (750)
Movement in net debt in the year (4,582) (3,286)
Net debt at 1 July 2003 (8,747) (5,461)
Net debt at 30 June 2004 (13,329) (8,747) 31
ICM Computer Group plc
Annual report and accounts 2004
Consolidated statement of total recognised gains and losses
Consolidated reconciliation of movements in equity 
shareholders’ funds
Consolidated statement of total
recognised gains and losses
for the year ended 30 June 2004
Group
There were no recognised gains or losses during the current and prior period other than the
retained profit for the year.
Consolidated reconciliation 
of movements in equity
shareholders’ funds
for the year ended 30 June 2004
2004 2003
Group £’000 £’000
Profit for the financial year 2,922 2,461
Dividends (739) (655)
2,183 1,806
Issue of ordinary shares 2,023 –
Net addition to equity shareholders’ funds 4,206 1,806
Opening equity shareholders’ funds 23,311 21,505
Closing equity shareholders’ funds 27,517 23,311 32
ICM Computer Group plc
Annual report and accounts 2004
Statement of accounting policies
The principal accounting policies which the directors have adopted and which have been
applied consistently throughout the year and the preceding year are set out below.
Accounting standards
These financial statements have been prepared in accordance with applicable UK accounting
standards. 
Accounting convention
These financial statements have been prepared under the historical cost convention.
Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and its
subsidiary companies for the year ended 30 June 2004 together with the Group’ s share of the
results of its associated undertakings for that period.
The results of subsidiaries and businesses acquired during the year are included from the date
of acquisition and are accounted for under the acquisition method of accounting. The results 
of subsidiaries disposed of during the year are included to the date of disposal.
Purchased goodwill
Purchased goodwill arising after 1 July 1998, the date on which the Group adopted the
provisions of FRS10: Goodwill and Intangible Assets, is capitalised and amortised over its
expected useful life which is normally 20 years.
Goodwill purchased before 1 July 1998 has been written off directly against reserves in the
year of its acquisition as a matter of accounting policy. Such goodwill written off to reserves 
will be reinstated and used in the determination of the profit/loss on sale on any subsequent
disposal or closure of the businesses to which it relates.
Turnover
Turnover is the amount derived from the provision of goods and services during the year which
fall within the Group’ s ordinary activities after deduction of value added tax. Deferred income
arises from the allocation of invoiced amounts over the period to which they relate.
T angible fixed assets and depreciation
Depreciation is calculated to write down the cost of fixed assets to their estimated residual
values by equal monthly instalments over the period of their estimated useful lives, which are
considered to be:
Long leasehold buildings 50 years
Short leasehold buildings 4 - 10 years or duration of the lease
Plant, machinery and tools 4 - 5 years
Fixtures, fittings and equipment 4 - 10 years
Motor vehicles 3 years
No depreciation is provided on Freehold land or Assets in the course of construction.
Directly attributable interest on all tangible fixed assets in the course of construction is included
within the capital cost of that asset.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment in value.
Those held as current assets are stated at the lower of cost and net realisable value.
Assets acquired under finance lease or hire purchase agreements
Fixed assets acquired under finance lease or hire purchase agreements are capitalised and
depreciated over their estimated useful lives. Finance charges and hire purchase interest are
allocated over the primary period of the contract in proportion to the capital element
outstanding. 
Operating leases
The costs of operating leases are charged to the profit and loss account as they accrue.
Stocks
Stocks, which include items held for the purpose of fulfilling obligations under maintenance
contracts, are stated at the lower of cost and net realisable value. 
  33
ICM Computer Group plc
Annual report and accounts 2004
Statement of accounting policies
continued
Taxation
Current tax is provided at amounts expected to be paid or recovered using the tax rates and
laws which are in force at the balance sheet date.
Deferred tax is provided in full on timing differences that result in an obligation at the balance
sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to
apply when they crystallise based on current tax rates and law. Timing differences arise from
the inclusion of items of income and expenditure in taxation computations in periods different
from those in which they are included in financial statements. Deferred tax assets are
recognised to the extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.
Pension costs
The Group operates a defined benefit funded pension scheme and a number of defined
contribution schemes covering certain of its employees. 
The costs of providing pensions under the defined benefit funded pension scheme are
estimated on the basis of independent actuarial advice, and are charged to the profit and 
loss account over the expected service lives of participating employees as a substantially level
percentage of pensionable payroll. Actuarial surpluses or deficiencies are spread over the
expected remaining service lives of the participating employees.
The costs of providing pensions under the defined contribution schemes are charged to the
profit and loss account in the period in which they are incurred.
Financial instruments and derivatives
The Group’ s financial instruments comprise hire purchase agreements, cash and liquid
resources, trade debtors and creditors, bank loans and overdrafts. The main purpose of these
financial instruments is to provide finance for the Group’ s operations.
The Group uses derivative instruments where appropriate to reduce exposure to interest rate
movements. The Group continues to adopt the policy that it will not trade in financial instruments
and this has applied throughout the financial year.
  34
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
1 Turnover
The whole of turnover is attributable to the principal activity of the Group carried out within the UK.
2 Operating profit/(loss)
Continuing Acquisitions T otal T otal
operations 2004 2003
£’000 £’000 £’000 £’000
Turnover 74,771 2,771 77,542 77,843
Raw materials and consumables* 28,568 1,149 29,717 34,302
Staff costs 23,503 1,311 24,814 22,800
Depreciation 3,807 16 3,823 3,271
Amortisation of goodwill 631 – 631 489
Other operating charges 13,283 378 13,661 12,952
Operating profit/(loss) 4,979 (83) 4,896 4,029
* 2003 includes an exceptional item of £725,000 further details of which are contained in note 5.
2004 2003
£’000 £’000
Operating profit is arrived at after charging/(crediting):
Depreciation of owned assets 3,120 2,624
Depreciation of assets held under finance lease and hire purchase contracts 703 647
Amortisation of goodwill 631 489
Profit on sale of fixed assets (103) (240)
Auditors remuneration – audit fees 61 59
Operating lease rentals – land and buildings 782 737
– other 9 9
Fees paid to Deloitte & T ouche LLP for non-audit services, which includes further assurance
services and tax services, amounted to £104,000 (2003: £88,000) of which £44,000 of fees
relating to the acquisition of ITM Support Services (2003: Assurity (Holdings) Limited) were
capitalised during the year (2003: £56,000).
3 Employees
2004 2003
Number of employees
The average number employed by the Group, including directors, 
within each category of persons was:
T echnical staff 424 385
Sales and administrative staff 361 360
785 745
The costs incurred in respect of these employees were:
2004 2003
£’000 £’000
Wages and salaries 21,936 20,151
Social security costs 2,235 2,057
Pension costs 643 592
24,814 22,800
4 Directors’ emoluments
Disclosures on directors’ remuneration and share options required by the Companies Act 1985
and the disclosure requirements of the Financial Services Authority specified for audit purposes
are contained in the Remuneration Report on pages 24 and 25 under the headings of Directors’
emoluments and Directors’ interests in share options and form part of these financial statements.
  35
ICM Computer Group plc
Annual report and accounts 2004 Notes to the accounts
5 Exceptional item
In July 2002 the orchestrators of a major counterfeit software network were convicted of
conspiracy to defraud following an extensive police investigation. The counterfeit software
network had been operating in this country since 1997. Counterfeit Microsoft Office software
from this source found its way into a large PC manufacturer which held a direct OEM license
agreement for operating systems from Microsoft.
ICM unknowingly purchased some of these counterfeit software products, between two 
and five years ago, from that PC manufacturer as part of a routine combined hardware and
software supply agreement. ICM then supplied these products onward to a small number 
of its customers. 
Under normal circumstances ICM would seek redress from the equipment manufacturer who
supplied the software, however, the manufacturer went into Receivership in October 2003.
A full provision of £725,000 for the estimated cost of product replacement was made during 
the prior year.
6 Net interest payable
2004 2003
£’000 £’000
Interest receivable and similar income:
Bank interest receivable 53 46
Interest payable and similar charges:
Bank interest payable 17 26
On finance leases and hire purchase contracts 
wholly repayable within five years 41 47
On bank loans and other loans 
wholly repayable within five years 721 497
779 570
Bank interest capitalised (208) (168)
571 402
Net interest payable (518) (356)
7 T ax on profit on ordinary activities
2004 2003
£’000 £’000
a) Analysis of charge in year
United Kingdom corporation tax at 30% (2003: 30%) 1,479 1,198
Adjustments to prior years’ corporation tax provisions (49) (53)
1,430 1,145
Deferred tax 28 67
1,458 1,212
b) Factors affecting tax charge for year
The standard rate of current tax for the year, based on the UK standard rate of corporation tax,
is 30% (2003: 30%). The difference between the current tax charge for the year of 32.6% 
(2003: 31.2%) and the standard rate of current tax for the year is due to disallowable expenses,
including depreciation on items not eligible for tax relief, of 4.2% (2003: 4.9%) and goodwill
amortisation of 3.4% (2003: 4.0%) which was partially offset by prior year credits and other
items of 1.4% (2003: 1.5%), the movement in the year on unprovided deferred taxation which
accounted for 2.2% (2003: 0.7%), capital allowances in excess of depreciation of 2.8% 
(2003: 4.2%) and movement in short term timing differences of (1.4%) (2003: 1.3%).
c) Factors that may affect future tax charges
The tax rate in future years is expected to be higher than the UK standard rate of corporation 
tax because of disallowable expenditure and goodwill amortisation.
8 Profit for the financial year attributable to the members of ICM Computer Group plc
2004 2003
£’000 £’000
Dealt with in the accounts of the parent company 954 1,079
The Company has taken advantage of Section 230 of the Companies Act 1985 and
consequently a profit and loss account for the Company alone is not presented.
  36
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
9 Dividends
2004 2003 2004 2003
(per share) (per share) £’000 £’000
Equity Shares
Ordinary shares of 5p each Final proposed 2.25 pence 2.15 pence 468 425
Interim paid 1.20 pence 1.16 pence 271 230
739 655
10 Earnings per share
(a) Basic earnings per share
The figure for basic earnings per share is calculated by dividing the net profit for the period
attributable to ordinary shareholders (‘Earnings’) by the weighted average number of shares
in issue during the year.
Profit for the financial year Earnings per share
2004 2003 2004 2003
£’000 £’000 pence pence
Earnings 2,922 2,461 14.3 12.4
Weighted average number of shares 
in issue in the year 20,491,260 19,790,439
(b) Diluted earnings per share
Diluted earnings per share is computed after taking into account the dilutive effect of options
over ordinary shares which have been granted by the Company. The effect of these options 
is to increase the weighted average number of shares in issue for the year ended 30 June 2004 
by 397,203 (2003: 194,750) shares to 20,888,462 (2003: 19,985,189).
(c) Adjusted basic earnings per share
The adjusted basic earnings per share is computed to restate the basic earnings per share
figure to exclude the effects of amortisation of goodwill and the effects of the exceptional item. 
Adjustment has been made as follows:
Profit for the financial year Earnings per share
2004 2003 2004 2003
£’000 £’000 pence pence
Earnings 2,922 2,461 14.3 12.4
Add back:
Amortisation of goodwill 631 489 3.0 2.5
Exceptional item – 725 – 3.7
T ax effect – (218) – (1.1)
Adjusted earnings 3,553 3,457 17.3 17.5
Weighted average number of shares 
in issue in the year 20,491,260 19,790,439
11 Intangible fixed assets – Goodwill
Goodwill Total
Group £’000 £’000
Cost
At 1 July 2003 9,773 9,773
Additions – note 28 4,784 4,784
At 30 June 2004 14,557 14,557
Amortisation
At 1 July 2003 961 961
Charge for the year 631 631
At 30 June 2004 1,592 1,592
Net book value
At 30 June 2004 12,965 12,965
At 30 June 2003 8,812 8,812 37
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
continued
12 T angible fixed assets
Fixtures, 
Assets in the Plant, fittings 
course of Land and machinery and Motor 
construction buildings and tools equipment Vehicles Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 July 2003 7,105 9,743 9,342 11,224 3,126 40,540
Additions 4,967 2,794 1,674 1,706 688 11,829
Assets completed (7,484) 5,755 – 1,729 – –
Business acquired – – 2 40 36 78
Disposals – – – (272) (599) (871)
At 30 June 2004 4,588 18,292 11,018 14,427 3,251 51,576
Depreciation
At 1 July 2003 – 812 6,505 6,743 2,069 16,129
Business acquired – – – 10 – 10
Charge for the year – 314 1,257 1,522 730 3,823
Disposals – – – (190) (578) (768)
At 30 June 2004 – 1,126 7,762 8,085 2,221 19,194
Net book value
At 30 June 2004 4,588 17,166 3,256 6,342 1,030 32,382
At 30 June 2003 7,105 8,931 2,837 4,481 1,057 24,411
The net book value of Motor vehicles includes £670,000 (2003: £525,000) and the net book
value of Plant, machinery and tools includes £162,000 (2003: £287,000) in respect of assets
held under finance leases and hire purchase contracts.
Fixtures, 
Assets in the fittings
course of Land and and 
construction buildings equipment Total
Company £’000 £’000 £’000 £’000
Cost
At 1 July 2003 7,105 5,859 1,880 14,844
Additions 4,967 2,794 263 8,024
Assets completed (7,484) 5,755 1,729 –
Disposals – (218) (71) (289)
At 30 June 2004 4,588 14,190 3,801 22,579
Depreciation
At 1 July 2003 – 389 691 1,080
Charge for the year – 208 415 623
Disposals – (10) (3) (13)
At 30 June 2004 – 587 1,103 1,690
Net book value
At 30 June 2004 4,588 13,603 2,698 20,889
At 30 June 2003 7,105 5,470 1,189 13,764
Group and Company
The net cost of Assets in the course of construction includes finance costs capitalised of
£118,000 (2003: £198,000) and the net cost of Land and buildings includes finance costs
capitalised of £288,000 (2003: Nil).
Land and buildings, which are included within Land and buildings and Assets in the course 
of construction in the tables above, are analysed as follows:
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Net book value
Freehold 20,875 14,424 17,521 10,963
Long leasehold 208 208 – 208
21,083 14,632 17,521 11,171 38
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
13 Fixed asset investments
Associated 
undertakings T otal
Group £’000 £’000
Cost
At 1 July 2003 16 16
Transfer on acquisition (note 28) (16) (16)
At 30 June 2004 – –
Net book value
At 30 June 2004 – –
At 30 June 2003 16 16
ICM Computer Group (Scotland) Limited acquired the remaining share capital of Altor Ego
Limited on 22 December 2003. Altor Ego Limited has therefore been accounted for as a wholly
owned subsidiary from that date.
Shares in 
subsidiaries T otal
Company £’000 £’000
Cost
At 1 July 2003 8,237 8,237
Additions (note 28) 169 169
At 30 June 2004 8,406 8,406
Provisions
At 1 July 2003 (350) (350)
At 30 June 2004 (350) (350)
Net book value
At 30 June 2004 8,056 8,056
At 30 June 2003 7,887 7,887
Principal operating subsidiaries
At 30 June 2004, the subsidiary companies which, in the opinion of the directors, principally
affected the result or net assets of the Group were as follows:
Subsidiaries Principal activity
ICM Computer Solutions plc Supply of computer hardware and solutions
ICM Support Services plc IT support services
ICM Recovery Services plc Business continuity services
ICM NetServ Solutions plc Connectivity and internet solutions
ICM Computer Group (Scotland) Limited Support services and computer solutions
ICM Business Solutions Limited Software solutions and support services
ICM Assurity Limited Business continuity services
VHA Limited Property holding company
Altor Ego Limited Development of web based solutions
All of the subsidiary companies held at 30 June 2004 are wholly owned by ICM Computer
Group plc through ordinary shares and are incorporated and operate in Great Britain. A complete
list of subsidiaries is included with the Annual Return. 
14 Stocks
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Spares and goods for resale 5,273 5,007 – – 39
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
continued
15 Debtors
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Trade debtors 19,990 17,260 126 7
Prepayments and accrued income 1,984 1,854 414 149
Amounts owed by subsidiary companies – – 7,887 4,689
Deferred tax 38 66 – –
Other debtors 998 830 731 551
Dividends receivable – – 1,559 1,823
23,010 20,010 10,717 7,219
16 Creditors: Amounts falling due within one year
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Trade creditors 12,052 10,282 1,721 1,197
Obligations under finance leases 
and hire purchase contracts 471 413 471 413
Bank loans and overdrafts 1,154 754 1,154 754
Amounts owed to subsidiary companies – – 6,007 5,803
Other creditors 1,852 538 1,747 387
T axation and social security 3,785 3,577 192 174
Accruals and deferred income 12,836 11,017 323 339
Dividends proposed 468 425 468 425
32,618 27,006 12,083 9,492
17 Creditors: Amounts falling due after more than one year
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Obligations under finance leases 
and hire purchase contracts 251 223 251 223
Bank loan 15,598 10,952 15,598 10,952
Other creditors 1,060 – 1,060 –
Amounts owed to subsidiary companies – – 1,350 1,350
16,909 11,175 18,259 12,525
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Obligations under finance leases 
and hire purchase contracts
Analysed as follows:
Within the first to second years 250 104 250 104
Within the second to fifth years 1 119 1 119
251 223 251 223
£’000 £’000 £’000 £’000
Bank loan repayments
Analysed as follows:
Within the first to second years 1,154 754 1,154 754
Within the second to fifth years 14,444 10,198 14,444 10,198
15,598 10,952 15,598 10,952
£’000 £’000 £’000 £’000
Other creditors
Analysed as follows:
Within the first to second years 1,060 – 1,060 –
Within the second to fifth years – – – –
1,060 – 1,060 –
Amounts due to subsidiary companies
Amounts due to subsidiary companies carry no interest charge, have no scheduled repayment
date and are all repayable after 5 years.
  40
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
18 Contingent liabilities and bank security
Group and Company
The borrowings of subsidiary companies are secured by an unlimited group cross guarantee
and cross debenture from the Company and its trading subsidiaries.
19 Financial instruments
The role that financial instruments have in changing the risks which the Group faces is set out 
on page 15.
Short term debtors and creditors have been excluded from the analysis of Financial Instruments
for which the year end position is representative of the year as a whole.
Cash at bank yields interest based principally on LIBOR rates. Depending upon working capital
requirements, cash deposits are placed for varying terms depending upon interest rates and
yields interest based principally on LIBOR rates. 
The Group manages exposure to adverse interest rate fluctuations by utilising a combination 
of revolving loan facilities which are fixed for varying terms at the rate of 0.8125% above the
prevailing LIBOR rate and term loan facilities which are fixed for varying terms at a rate of
1.2125% above the prevailing LIBOR rate. The exposure to adverse interest rate fluctuations 
is further managed by using interest rate options (cap and collar) as appropriate. The suitability
of these arrangements are reviewed by the Board in the light of current and forecast interest 
rate movements and on anticipated long term cash availability. 
Floating rate borrowings represent hire purchase contracts. Interest on floating rate borrowings
is based on the Barclays Bank base lending rate plus 1%.
The financial liabilities of the Group at the end of the financial year were as follows:
Fixed rate borrowings
Weighted Weighted
average average
Floating interest time for 
Gross rate Fixed rate rate at end which rate
borrowings borrowings borrowings of year is fixed
£’000 £’000 £’000 % Years
At 30 June 2004 (UK Sterling) 17,474 722 16,752 5.41 0.12
At 30 June 2003 (UK Sterling) 12,342 636 11,706 4.74 0.18
At 30 June 2004 the Group had undrawn committed borrowing facilities which were due for
review within one year of the balance sheet date of £4.8 million (2003: £4.9 million).
Fair value of financial instruments
There are no significant unrealised gains or losses arising on financial instruments (2003: Nil).
The fair value of the Group’ s financial instruments, calculated by discounting expected cash
flows at prevailing interest rates at the year end, is not materially different to the book values at
30 June 2004 and at 30 June 2003.
20 Provisions for liabilities and charges
Provision for Share of net
licence liabilities in 
Deferredreplacement associated 
consideration (note 5) company Total
Group £’000 £’000 £’000 £’000
Provisions
At 1 July 2003 – 322 37 359
Created in the year 425 – – 425
Utilised during year – (16) (37) (53)
At 30 June 2004 425 306 – 731
2004 2003
Company £’000 £’000
Deferred taxation
Brought forward 232 55
Charge for the year 82 177
Carried forward 314 232 41
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
continued
20 Provisions for liabilities and charges (continued)
The amounts of deferred tax provided and unprovided in the accounts are as follows:
Provided Unprovided
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Capital allowances in excess of depreciation 317 176 – –
Short term timing differences (3) 56 – –
314 232 – –
21 Called up share capital
2004 2003 2004 2003
Number Number £’000 £’000
Authorised
Ordinary shares of 5p each 28,000,000 28,000,000 1,400 1,400
28,000,000 28,000,000 1,400 1,400
Allotted and fully paid
Ordinary shares of 5p each 20,790,559 19,790,439 1,040 990
20,790,559 19,790,439 1,040 990
On 17 October 2003 the Company issued 989,520 shares at a price of £2.10 in order to assist
the Group in furthering its plans for a national network of disaster recovery centres and for
making suitable acquisitions. The issue raised £2.0 million net of the costs of issue. 
During the year 10,600 shares were issued in respect of options exercised under the Company’ s
share option schemes at prices between £2.65 and £2.95.
22 Share options
Options have been granted over the Company’ s ordinary shares of 5 pence each as follows:
Exercise 
Number of Number of price
shares shares per share Period
2004 2003 (pence) exercisable
1998 Unapproved Executive Share Option Scheme 477,800 488,400 180 2001 – 2008
– 57,000 715 2003 – 2010
10,000 10,000 292.5 2004 – 2011
100,000 – 245 2007 – 2014
57,000 – 230 2007 – 2014
1998 Approved Executive Share Option Scheme 31,000 31,000 285 2004 – 2011
165,000 165,000 292.5 2004 – 2011
Granted under memorandum of 15 April 1998 350,000 350,000 70 2001 – 2005
23 Reserves
Capital Profit and 
Share Mergerredemption loss 
premium reserve reserve account Total
Group £’000 £’000 £’000 £’000 £’000
At 1 July 2003 2,037 2,797 447 17,040 22,321
Issue of ordinary shares 1,973 – – – 1,973
Retained profit for the year – – – 2,183 2,183
At 30 June 2004 4,010 2,797 447 19,223 26,477
Prior to the implementation of FRS10: Goodwill and Intangible Assets, purchased Goodwill was
written off directly against reserves in the year of its acquisition as a matter of accounting policy.
Goodwill written off in respect of subsidiary companies and businesses presently held amounts
to £1.3 million (2003: £1.3 million).
Profit and 
Share Merger loss
premium reserve account Total
Company £’000 £’000 £’000 £’000
At 1 July 2003 2,037 2,797 971 5,805
Issue of ordinary shares 1,973 – – 1,973
Retained profit for the year – – 215 215
At 30 June 2004 4,010 2,797 1,186 7,993 42
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
24 Reconciliation of operating profit to net cash inflow from operating activities
2004 2003
£’000 £’000
Operating profit 4,898 4,029
Depreciation 3,823 3,271
Amortisation of goodwill 631 489
Profit on sale of fixed assets (103) (240)
Movement in stocks (257) 49
Movement in debtors (2,322) 1,309
Movement in creditors 4,822 1,240
Net cash inflow from operating activities 11,492 10,147
25 Analysis of cash flows for headings netted in the cash flow statement
2004 2003
£’000 £’000
Returns on investments and servicing of finance
Interest received 53 46
Interest paid (738) (523)
Interest element of finance lease and hire purchase rental payments (41) (47)
(726) (524)
2004 2003
£’000 £’000
Taxation
UK Corporation tax paid (1,335) (1,319)
2004 2003
£’000 £’000
Capital expenditure and financial investment
Purchase of tangible fixed assets (10,911) (7,708)
Disposal of tangible fixed assets 206 584
(10,705) (7,124)
2004 2003
£’000 £’000
Acquisitions and disposals
Purchase consideration – subsidiaries and businesses acquired (3,926) (2,800)
Net cash of businesses acquired 1 103
(3,925) (2,697)
2004 2003
£’000 £’000
Financing
New bank loans 6,000 5,271
Capital element of finance lease and hire purchase payments (624) (721)
Capital repaid on bank loans (954) (1,346)
Issue of ordinary shares 2,023 –
6,445 3,204
26 Analysis of net debt
Other 
At 1 July Cash non-cash At 30 June 
2003 flow movements 2004
£’000 £’000 £’000 £’000
Cash at bank and in hand 3,595 550 – 4,145
Debt due within one year (754) 754 (1,154) (1,154)
Debt due after one year (10,952) (5,800) 1,154 (15,598)
Finance lease and hire purchase (636) 624 (710) (722)
(8,747) (3,872) (710) (13,329)
27 Major non-cash transactions
During the year the Group entered into Finance lease and Hire Purchase agreements in respect
of assets with a total capital value of £710,000 at inception (2003: £382,000). 43
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
continued
28 Acquisition of subsidiary undertakings
Assurity (Holdings) Limited
ICM Computer Group plc acquired the entire share capital of Assurity (Holdings) Limited 
on 12 August 2002.
The final assessment of the fair values of the net assets acquired, consideration and the effects
of the acquisition are as follows:
Fair value Fair value of 
Book value adjustments net assets
on acquisition on acquisition acquired
£’000 £’000 £’000
T angible fixed assets 287 (52) 235
Intangible fixed assets – goodwill 728 (728) –
Debtors 220 (15) 205
Cash at bank and in hand 103 – 103
Creditors and future obligations (2,570) 305 (2,265)
(1,232) (490) (1,722)
Goodwill arising on acquisition 4,691
Purchase consideration 2,969
Satisfied by:
Cash 2,827
Costs of acquisition 142
2,969
Fair value adjustments on acquisition represent a reassessment on acquisition of the fair value
of assets acquired and obligations taken over when compared to their original book value on
acquisition. In particular:
T angible fixed assets are adjusted to their economic value to the Group
Goodwill is written off in accordance with FRS 7
Debtors are restated at their net realisable value on acquisition
Creditors and future obligations are restated to the estimated fair value of the obligation 
taken over in respect of contracted services
ITM Support Services
ICM Support Services plc, a wholly owned subsidiary of ICM Computer Group plc, acquired the
trade and assets of ITM Support Services, a division of ITM Group Limited on 1 December 2003.
The provisional assessment of the fair values of the net assets acquired and the effects of the
acquisition are as follows:
Fair value Fair value of
Book value adjustments net assets
on acquisition on acquisition acquired
£’000 £’000 £’000
T angible fixed assets 61 6 67
Stock 9 – 9
Debtors 682 – 682
Creditors and future obligations (1,158) – (1,158)
(406) 6 (400)
Goodwill arising on acquisition 4,722
Purchase consideration 4,322
Satisfied by:
Cash 3,781
Costs of acquisition 116
Contingent consideration 425
4,322 44
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
28 Acquisition of subsidiary undertakings (continued)
Fair value adjustments on acquisition represent a reassessment on acquisition of the fair value
of assets acquired and obligations taken over when compared to their original book value on
acquisition. In particular:
T angible fixed assets are adjusted to their economic value to the Group
Goodwill is written off in accordance with FRS 7
Debtors are restated at their net realisable value on acquisition
Creditors and future obligations are restated to the estimated fair value of the obligation 
taken over in respect of contracted services
The provisional values represent the directors’ current estimates of the fair value of net assets
acquired. The values attributed may be revised in accordance with FRS 7 in the event that
further information becomes available.
The contingent consideration is an estimate of the final amounts due under the acquisition
agreement which will be computed by reference to the level of contract renewals and prospects
signed in the year following the acquisition.
ITM Support Services operated as a trading division of ITM Group Limited for the period prior 
to the acquisition and the entity did not provide separate reporting of trading results for the
business acquired. Consequently it is not practical to report the results for the business unit alone.
ITM Support Services generated a net operating cash outflow of £67,000 for the period of
seven months for which it was part of the Group.
Altor Ego Limited
ICM Computer Group (Scotland) Limited acquired the remaining share capital of Altor Ego
Limited on 22 December 2003. Altor Ego Limited has therefore been accounted for as a wholly
owned subsidiary from that date.
The effects of the acquisition are as follows:
Brought Acquired 
forward as during 
investment the year T otal
£’000 £’000 £’000
Share of net assets/(liabilities) acquired 4 (20) (16)
Goodwill arising 12 49 61
Cash consideration 16 29 45
The directors’ provisional estimate shows that no adjustments were required to the fair value 
of net assets acquired. The values attributed may be revised in accordance with FRS 7 in the
event that further information becomes available.
29 Financial commitments
Operating lease commitments
2004 2003
Land and Land and
buildings Other buildings Other
Group £’000 £’000 £’000 £’000
Annual commitments under non-cancellable 
operating leases are as set out below:
Operating leases which expire:
Within one year 205 – 137 9
In the first to second years 6– ––
In the second to fifth years 234 – 265 –
After five years 518 – 292 –
963 – 694 9
Company
The Company had no annual commitments under non-cancellable operating leases.
Capital commitments
Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Contracted for but not provided in the accounts – – – – 45
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
continued
30 Post retirement benefits
(a) Group
SSAP 24 disclosure
The Group operates a defined benefit funded pension scheme and a number of defined
contribution schemes covering certain of its employees. 
The total pension cost to the Group under the defined contribution schemes was £98,000
(2003: £238,000).
The total pension cost to the Group under the defined benefit funded pension scheme was
£545,000 (2003: £354,000) and the employer’ s contribution rate for future years, which is
maintained in accordance with the advice of the Scheme’ s actuarial advisers, has been set 
at 7.2% of pensionable earnings. 
The most recent formal actuarial valuation of the defined benefit funded pension scheme took
place at 6 April 2003. The actuarial method used was the projected unit method. The
assumptions which have the most significant effect on the results of the valuation are those
relating to the rate of return on investments and the annual rates of increase in pensionable
earnings. The assumptions used involve the former exceeding the latter by 2.2%. At the date 
of valuation the total market value of the scheme’ s assets was £4,740,000 and the actuarial
value was sufficient to cover approximately 90% of the benefits that had accrued to members 
at that date after allowing for expected future increases in earnings.
FRS17 disclosure
A full actuarial valuation was carried out at 6 April 2003 and updated to 30 June 2004 by 
a qualified independent actuary. 
The major assumptions used by the actuary at each financial year end were:
2004 2003 2002
Per annum Per annum Per annum
Rate of increase in salaries 4.00% 4.00% 4.20%
Rate of increase in pensions in payment 
(lesser of 5% per annum and RPI) 2.80% 2.50% 2.70%
Discount rate 5.70% 5.20% 5.75%
Inflation assumption 3.00% 2.50% 2.70%
The value of the assets in the scheme, the expected rate of return and the net pension liability 
at the end of the financial year, measured in accordance with the requirements of FRS 17, 
are as follows:
Long term Long term Long term
rate of return rate of return rate of return
expected at Value at expected at Value at expected at Value at 
30 June 30 June 30 June 30 June 30 June 30 June
2004 2004 2003 2003 2002 2002
£’000 £’000 £’000
Insurance contract* 6.7% 6,096 6.0% 5,038 6.5% 4,252
Cash 0.0% (1) 0.0% 109 0.0% 149
Market value of assets 6,095 5,147 4,401
Present value of scheme liabilities (7,411) (6,856) (6,025)
Deficit in scheme (1,316) (1,709) (1,624)
Related deferred tax asset 395 513 487
Net pension liability (921) (1,196) (1,137)
* The assets of the Scheme are invested in Legal and General’ s AF4 with-profits deposit administration contract.
If the above amounts had been recognised in the financial statements, the net effect on the
presentation of the financial statements at 30 June 2004 would have been as follows:
2004 2003
£’000 £’000
Balance sheet
Net assets excluding pension liability 27,517 23,311
Net pension liability (921) (1,196)
Net assets including pension liability 26,596 22,115 46
ICM Computer Group plc
Annual report and accounts 2004
Notes to the accounts
30 Post retirement benefits (continued)
2004 2003
£’000 £’000
Reserves
Profit and loss reserve excluding pension liability 19,223 17,040
Net pension liability (921) (1,196)
Profit and loss reserve including pension liability 18,302 15,844
2004 2003
£’000 £’000
Charges to operating profit
Current service cost 530 427
Past service cost – –
530 427
2004 2003
£’000 £’000
Charges to net interest payable
Expected return on pension scheme assets 326 295
Interest on pension scheme liabilities (375) (364)
(49) (69)
2004 2003
£’000 £’000
Actuarial gain/(loss) recognised in the 
statement of recognised gains and losses
Actual return less expected return on pension scheme assets (141) (133)
Experience gains and losses arising on the scheme liabilities (91) 46
Changes in assumptions underlying the present value 
of the scheme liabilities 659 144
427 57
2004 2003
£’000 £’000
Movement in scheme deficit during the year
Scheme deficit brought forward (1,709) (1,624)
Movement in current service cost (530) (427)
Contributions in the year 545 354
Other finance income (49) (69)
Actuarial gain/(loss) 427 57
Scheme deficit carried forward (1,316) (1,709)
30 June 2004 30 June 2003 30 June 2002
Percentage Percentage Percentage 
of scheme of scheme of scheme
£’000 assets £’000 assets £’000 assets
History of experience gains and losses
Difference between the expected and 
actual return on scheme assets (141) (2%) (133) (3%) (517) (12%)
Experience gains and 
losses on the scheme liabilities (91) (1%) 46 1% (84) (2%)
T otal amount recognised in statement 
of recognised gains and losses 427 6% 57 2% (1,176) (27%)
(b) Company
The Company is a participating employer within the Group scheme. Contributions to the
Scheme are set as a whole rather than reflecting the actuarial characteristics of the employees
of the individual participating employers and as such the Company cannot identify its share 
of the underlying assets and liabilities. 47
ICM Computer Group plc
Annual report and accounts 2004 Notice of Annual General Meeting
Notice of Annual General Meeting
Notice is hereby given that the 2004 Annual General Meeting of ICM Computer Group plc 
will be held at the Cedar Court Hotel, Ainley T op, Huddersfield, West Yorkshire HD3 3RH 
on 11 November 2004 at 10.30am for the following purposes:
T o consider, and if thought fit, to pass, the following resolutions (of which resolutions 1 to 7 
will be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as special
resolutions) as ordinary and special business as set out below:
Ordinary business
1. T o receive, consider and adopt the report of the directors and the accounts for the year
ended 30 June 2004 and the Auditors report thereon.
2. T o declare and sanction a final dividend of 2.25 pence per ordinary share.
3. T o approve, on an advisory basis in accordance with S241(1)(c) of the Companies Act, 
the Remuneration report contained within the report and accounts to 30 June 2004.
4. T o re-elect Mr G A Hayter as a director of the Company.
5. T o re-elect Mr A Granelli as a director of the Company.
6. T o re-appoint Deloitte & T ouche LLP as Auditors to hold office until the conclusion of the
next Annual General Meeting and to authorise the directors to determine their remuneration.
Special business
7. T o authorise generally and unconditionally the directors for the purposes of Section 80 
of the Companies Act 1985 (“the Act”) to exercise all the powers of the Company to allot
relevant securities (within the meaning of that Section) up to an aggregate nominal amount
of £346,509 during a period expiring (unless previously renewed, varied or revoked by the
Company in General Meeting) on the earlier of the conclusion of the next Annual General
Meeting of the Company or 10 February 2006 provided that the Company may make an
offer or agreement which would or might require relevant securities to be allotted after the
expiry of such period and the directors may allot relevant securities in pursuance of any
such offer or agreement as if the authority had not expired.
8. That subject to the passing of resolution 7 above, to empower the directors pursuant to
Section 95 of the Act to allot equity securities (as defined in Section 94 of the Act) for cash,
pursuant to the general authority confirmed by the previous resolution, as if Section 89(1) 
of the Act did not apply to any such allotment, provided that this power shall be limited to:
(a) the allotment of equity securities in connection with an issue or offering by way of rights 
in favour of holders of equity securities and any other persons entitled to participate in 
such issue or offering where the equity securities respectively attributable to the interests 
of such holders and persons are proportionate (as nearly as may be) to the respective 
number of equity securities held or deemed to be held by them on the record date of 
such allotment, subject to such exclusions or other arrangements as the directors may 
deem necessary or expedient to deal with fractional entitlements or legal practical 
problems arising in any overseas territory or the requirements of any regulatory body 
or stock exchange in any territory; and
(b) the allotment, otherwise than pursuant to sub-paragraph (a) above, of equity securities 
up to an aggregate nominal value of £103,952 (representing approximately 10% of the 
issued ordinary share capital of the Company);
and, unless renewed, shall expire at the earlier of the conclusion of the next Annual General
Meeting of the Company or 10 February 2006 provided that the Company may at any time
prior to the expiry of the power conferred by this resolution make an offer or agreement which
would or might require equity securities to be allotted after such expiry and the directors may
allot equity securities in pursuance of such offer or agreement as if the power conferred hereby
had not expired.
  48
ICM Computer Group plc
Annual report and accounts 2004
Notice of Annual General Meeting
continued
Notice of Annual General Meeting
9. T o authorise the Company generally and unconditionally to make market purchases, within
the meaning of Section 163 of the Act, of ordinary shares of 5 pence each in the capital 
of the Company provided that;
(a) the maximum aggregate number of ordinary shares authorised to be purchased is 
2,079,056 (representing 10% of the issued ordinary shares of the Company);
(b) the minimum price which may be paid for each such ordinary share is 5 pence;
(c) the maximum price, inclusive of expenses, which may be paid for each such ordinary 
share is an amount equal to 105 per cent of the average of the middle market quotations 
for the Company’ s ordinary shares as derived from the UK Listing Authority Daily Official 
List for the ten business days immediately preceding the day on which such ordinary 
share is purchased;
(d) unless renewed, the authority shall expire at the earlier of the conclusion of the next 
Annual General Meeting of the Company or twelve months after the passing of this 
resolution, if earlier;
(e) the Company may make a contract to purchase its ordinary shares under the authority 
before the expiry thereof, which will or may be executed wholly or partly after the expiry 
of that authority, and may make a purchase of its ordinary shares in pursuance of 
such contract.
By Order of the Board
S Wainwright
Secretary
24 September 2004
Registered office:
ICM House
Oakwell Way
Oakwell Park
Birstall
West Yorkshire
WF17 9LU
Notes
1. A member entitled to attend and vote at the above meeting may appoint one or more
proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the
Company. T o be valid, a proxy form must be lodged with the Company’ s Registrars, 
Capita Registrars, Proxy Department, PO Box 25, Beckenham, Kent BR3 4TU no later 
than 48 hours before the time fixed for the meeting. A prepaid form of proxy is enclosed 
for such purpose.
2. The appointment of a proxy will not prevent a member from attending the meeting and
voting in person.
T o appoint a proxy to attend the meeting on your behalf you must complete the enclosed
form of proxy to show the name of the person you wish to appoint as your proxy and how
you wish your vote to be cast on each of the resolutions.
3. Only members registered in the register of members of the Company at 9.30am on 
9 November 2004 shall be entitled to attend or vote at the meeting in respect of the number
of shares registered in their names at that time. Changes to entries on the register after
9.30am on 9 November 2004 shall be disregarded in determining the rights of any person
to attend or vote at the meeting.
4. The register of the beneficial and family interests of the directors in the share capital of the
Company and copies of the service contracts of the directors of the Company will be
available for inspection from the date of this notice at the Company’ s Registered Office
during normal business hours and at the place of the Annual General Meeting from 10.00
a.m. until the conclusion of the meeting. ICM Computer Group plc
ICM delivers Business Availability
services to customers through 
it’s IT Assurance business model.
IT Assurance combines IT Solutions, 
IT Support and Business Continuity
services.
IT Assurance enables clients 
to implement innovative business
solutions with confidence. 
IT Assurance allows companies 
to maintain optimum system
availability , 24 x 7. IT Assurance
ensures that business systems are
safeguarded in every eventuality . 
Contents
01 Highlights
02 At a glance
04 Chairman’s statement
07 Chief Executive’s review
14 Financial review
16 Directors’ report
19 Officers and professional advisers
20 Corporate governance
22 Remuneration report
26 Responsibility statements
27 Independent auditors’ report
28 Consolidated profit and loss account
29 Balance sheets
30 Consolidated cash flow statement
31 Consolidated statement of total 
recognised gains and losses
31 Consolidated reconciliation of 
movements in equity shareholders’ funds
32 Statement of accounting policies
34 Notes to the accounts
47 Notice of AGM
The paper used in this report is fully recyclable and meets strict environmental 
standards. The pulp used to produce the paper derives from well-managed
sustainable forests and is processed at an ISO 14001 and EMAS accredited mill.
ISO 14001 and EMAS are international standards that specify a process for
controlling and improving a company's environmental performance.
Designed and produced by College Design ICM Computer Group plc Annual report and accounts 2004 
ICM Computer Group plc
ICM House, Oakwell Way
Oakwell Park, Birstall
West Y orkshire WF17 9LU
www.icm-computer .co.uk
ICM Computer Group plc
Annual report and accounts 2004 
In a competitive environment...