annual report 2011
www.groupnbt.com about
  Group NBT is a leading provider of domain names, hosting and brand 
protection services.
  It provides the essential building blocks to create, maintain and protect 
online brands.
  Customers include British Airways, The New Statesman, Centrica, Unilever 
and Thomas Cook.
  Group NBT has 330 employees and is based in London with offices 
in Cambridge, Copenhagen, Munich, New York, Nice, Oslo, Paris, 
Stockholm and Zurich.
Contents
About Group NBT IFC
Highlights 2010/11 1
Group NBT at a Glance 2
Chairman’s Statement 4
Chief Executive’s Review 5
Report on Corporate Governance 7
Board of Directors 8
Directors’ Remuneration Report 9
Directors’ Report 11
Statement of Directors’ Responsibilities 13
Report of the Independent Auditors 14
Consolidated Income Statement 15
Consolidated Statement of Comprehensive Income 15
Consolidated Statement of Financial Position 16
Consolidated Statement of Changes in Equity 17
Consolidated Statement of Cash Flows 18
Notes to the Consolidated Financial Statements 19
Company Balance Sheet 40
Notes to the Company Financial Statements 41
Officers and Advisers IBC
Group NBT Offices IBC
* excluding amortisation, restructuring costs, acquisition related 
  expenses and unexpected financial loss      
2007 2008 2009 2010 2011
£3.7m
£5.5m
£6.7m
£8.1m
£9.6m
Underlying pre-tax proﬁt* 
£9.6m
+18%
2007 2008 2009 2010 2011
£22.4m
£35.3m
£41.5m
£43.9m
£49.5m
Revenue
£49.5m
+13%
£20.3m
£6.4m
£8.4m
£7.1m
£1.7m
2010 2011
Revenue by service
 
Corporate domain names
 Brand protection 
 Managed hosting
 Reseller
 Online 
£22.4m
£19.2m
£2.3m
2010 2011
Revenue by region
 UK
 Other European
 US
£6.1m
£25.2m
£7.0m
£9.0m
£2.2m
£23.1m
£23.8m
£2.6m 1 group NBT pLC annual report 2011
highlights 2010/11
	 revenue
	 revenue up 13% to £49.5 million
	  organic* revenue up 4% at £45.7 million and up 
5% excluding revenues from our domain name 
acquisitions business (6% in constant currency)
	  netnames p latinum Service revenue up 13% 
in constant currency to £15.5 million
	  Managed hosting revenue up 10% in constant 
currency to £7.0 million
	  Brand protection revenue up by 28% in constant 
currency to £2.1 million
	 underlying** profit before tax
	 underlying** profit before tax at £9.6 million up 18% 
	  organic* underlying** profit before tax was up 9% 
to £8.9 million, and excluding domain acquisitions 
profit was up 15% (16% in constant currency)
  Indom, acquired 14 December 2010, has traded well 
with revenue of £3.8 million and underlying** pre-tax 
profit of £0.7 million 
  underlying** diluted epS was up 11% to 26.22 pence and 
on an organic* basis, excluding domain acquisitions, up 9%
 net cash at year end £6.2 million 
  recommended Cash offer from newton Bidco limited, 
an investment vehicle owned indirectly by certain funds 
managed by HgCapital llp 
  an interim dividend of 1.68 pence, up 20%, was paid in 
april 2011. as a result of the Cash offer, no final dividend 
is proposed
organic revenue growth
+4%
underlying pre-tax profit
+18%
underlying diluted epS
+11%
* excluding the results of Indom SaS, acquired on 14 December 2010 
**  excluding amortisation, restructuring costs, acquisition related expenses and an unexpected 
financial loss (see Cash flow section of the Chief executive’s review) group NBT pLC annual report 2011 2
gROUP NBt A t A glANCE
our business consists of five market leading services…
www.netnames.com 
www.indom.com
www.envisional.com
Domain name management
NetNames platinum Service allows organisations 
and Intellectual property professionals to implement 
and maintain an effective domain name management 
and online brand protection strategy . Customers come 
from a wide variety of industries and include unilever, 
Barclays and ladbrokes.com.
netnames is an Internet Company for assigned names 
and numbers (ICann) accredited registrar with the 
ability to register domain names in all available suffixes 
worldwide. netnames provides comprehensive 
coverage of country code t op l evel Domains (cctl Ds) 
such as .de and .es. Following the acquisitions of 
ascio t echnologies in Denmark and InDoM in 
France, netnames became one of europe’s largest 
corporate domain name management specialists. 
netnames guarantees renewal of domain names 
and provides a secure, high performance Domain 
name Server (DnS) infrastructure. p latinum Service 
customers also have access to SSl certificates and 
other providers to further secure their online presence. 
netnames provides a domain name acquisition service 
to assist customers in purchasing domain names that 
have been registered by other organisations and 
supports customers during domain name disputes. 
netnames p latinum Service includes a suite of 
online brand monitoring products. using envisional’s 
technology to monitor the Internet, brand violations 
from suspect domain name registrations to brand 
abuse such as auction sites carrying fake consumer 
goods can be identified and action taken.
Brand protection
Envisional provides automated Internet search and 
monitoring services to identify and deal with Internet 
based brand abuse, counterfeiting, piracy and fraud. 
Its Discovery engine can identify, filter and prioritise 
information on websites, blogs, forums, newsgroups 
and Internet relay Chat. t he technology applies 
advanced artificial intelligence techniques to the task 
of classifying information and pinpointing the most 
important findings for clients. 
Customers include banks and insurers, major film 
studios, copyright holders and their trade bodies, 
luxury goods firms, multi-brand corporations and 
the legal firms and marketing agencies that work 
with them. 
envisional’s brand protection services include: the 
ImageFlare image matching software, providing 
accurate identification of logos and images even 
where a logo has been modified; and a service for 
companies with large networks of affiliates or 
resellers to enable them to ensure compliance. 
envisional has started to exploit the cross-selling 
opportunities for brand protection services within 
the large netnames customer base. t hese products – 
Domain alert, Domain Monitor, Brand Monitor and 
eBay auction Monitor – are standard packages 
of services, based on envisional’s intelligent 
search technology. 3 group NBT pLC annual report 2011
www.ascio.com www.easily.co.uk 
www.speednames.com
www.netbenefit.com
digital
online
The online Business operates in both the consumer 
and the SMe marketplace under four brands offering 
a full range of domain name, shared hosting and email 
services through fully transactional websites.
easily.co.uk has more than 75,000 customers with 
a focus on offering low cost, good quality products 
backed up by exceptional support. t he brand 
targets a number of niche markets, including the 
small business start up market, offering ecommerce 
solutions for trading online. easily.co.uk also has 
strategic partnerships with, amongst others, t esco 
and orange.co.uk to provide online services 
to their customers.
t he Speednames brand operates throughout 
Scandinavia, having provided domain name services 
since 2000. Speednames offers a wide range of domain 
name suffixes coupled with excellent service. t he main 
focus of Speednames is the business customer who 
wishes to secure a number of domain names in a variety 
of overseas markets. 
netnames and netBenefit both provide services 
online. although these brands are targeted at 
customers for managed services they retain unique 
or specialist services for which there is continued 
demand from customers who buy online.
Managed hosting
NetBenefit provides managed hosting services in 
the uK and France. It is focused on providing reliable 
and flexible managed hosting solutions designed to 
meet customers’ business requirements. Customers 
range from small start-ups looking for scalable solutions 
that will grow with their business requirements to 
financial services companies and major uK retailers 
for whom just minutes of downtime would translate 
into thousands of pounds in lost revenue.
netBenefit works with customers directly and through 
an indirect channel model comprising digital agencies 
and It consultancies. netBenefit partners with a number 
of the uK’s top 100 digital agencies providing the 
hosting for online advertising campaigns for some 
of the world’s most recognisable brands. 
Services range from single server solutions to complex 
database clusters, they include high availability or 
disaster recovery solutions through multiple data 
centres allowing the provision of resilient web hosting 
deployed over dual sites. netBenefit also provides: 
Content Delivery network services; backup and 
recovery services with eVault; and virtualisation 
services which are based upon either VMware 
or Microsoft’s Hyper-V .
netBenefit’s newest data centre is entirely powered 
by renewable energy . t his combined with the adoption 
of virtualisation, where a physical server is split up 
into a number of virtual machines, will allow netBenefit 
to be more efficient in the way that it uses power 
in its data centres.
reseller services
Ascio provides a white-label domain name registration 
service for partners such as Internet Service providers 
(ISps), t elcos, domain name resellers and Intellectual 
property law firms. ascio works exclusively through 
partners with a clear focus on providing the premium 
quality and exceptional service that domain name 
professionals need.
ascio is an automated service with a broad range 
of cctl Ds. It provides a registration engine that offers 
access to 250 top level domains (tl Ds) through one 
standard interface. It is easily integrated into any existing 
order provisioning system using an XMl-based apI 
or standard email template.
ascio has over 350 partners throughout the world 
with particular emphasis on Continental europe 
and has approximately two million domains under 
management. partners include Cable and Wireless, 
Hostpoint and t elenor.
partners are able to offer their customers a wide 
selection of tl Ds without needing to invest in the 
infrastructure required to register names globally.
ascio also provides powerful, packaged marketing 
campaigns to help its partners stimulate new business. 
t hese may be topical, themed or geographically 
targeted campaigns in a variety of different forms 
and media. group NBT pLC annual report 2011 4
ChAiRmAN’s st AtEmENt “t he Company’s strategy is to build 
recurring revenue by delivering excellent 
products with a high service content. 
t his strategy has served the Company 
well and will remain in place while the 
markets continue to grow and companies 
need to outsource the management 
of the services we provide.”
amid the turbulence caused by an offer for the Company I thought it appropriate 
to reflect on the achievements of the Company against the key tenets of our 
growth strategy that I set out in my last statement.
  Focus on strong value-added services for our customers and recurring 
“sticky revenue” for us
  our core offering with these characteristics, netnames p latinum, Brand 
protection and Managed Hosting have grown revenue 13%, 28% and 10% 
respectively. Sales to new customers continue to be challenging as budgets 
are constrained; but once we have secured clients we have been gratified by 
their propensity to increase their spend with us. our focus on these services 
has once again been vindicated by the increasingly competitive environment 
in online domain name sales. revenue in this segment of our business fell by 
14%, a disappointing outcome. It should be noted, however, that this segment 
now accounts for only 12% of our revenue.
  provide our core brand management expertise in multiple geographies 
and through multiple channels 
  Much of the growth in Brand protection has been driven through sales 
to netnames customers. We are particularly excited by the early success 
of the sales to uK customers and the enthusiasm with which our sales 
force internationally has embraced the opportunity to provide this 
additional service.
  Extend our product offering through adding complementary products
  We are constantly adding functionality across all of our offering. I will pick out 
three examples for particular mention. We have launched platinum Manager 
which represents a significant development in the flexibility we afford to our 
customers in the management of their domain name portfolios. at envisional, 
we have added technology to enable Brand protection customers to identify 
pirate websites and to issue “take down” orders. and finally the launch of our 
“cloud” initiative has been a driver of sales in our hosting business. 
 Deploy our capital to extend both geographical and product expertise
  t he acquisition of Indom in France was clearly the major event of the year 
in this area. t he business has performed better than we had anticipated and 
the paris based team is making a very positive contribution to the Group as 
a whole. Furthermore we have been penetrating a number of new territories 
in Central and eastern europe with our reseller products.
  Improve our operations and technology to increase efficiency 
and serve our customers better
  We have invested in the integration of our systems infrastructure to deliver 
a single, robust and scalable platform for the whole Group. t his is a work 
of constant improvement but we have achieved significant milestones during 
the year and we are now managing all new domain name management 
customers from our new platform. t he acquisition of Indom adds a further 
integration project but the system developments and our expertise in such 
projects leaves us confident that we will deliver a strong result.
once again I am pleased to report a year of progress in challenging markets – 
a year in which our underlying earnings (excluding domain acquisitions) grew 
by 15% and our share price by 51% in the year to June 2011.
richard Madden
Chairman 5 group NBT pLC annual report 2011
Financial overview
revenue for the Group was £49.5 million for the year to 30 June 2011, up 
13% on the previous year including the impact of the acquisition of Indom, 
a French competitor, in December 2010. excluding the impact of this acquisition, 
Group revenue was £45.7 million, up 4% year-on-year and up 5% on a constant 
currency basis.
underlying profit before tax was £9.6 million, up 18% on the previous year and, 
excluding the impact of Indom, up 9% year-on-year and up 10% on a constant 
currency basis.
Cash generation was particularly good during the year and at the end of the 
financial year the Group had £6.2 million net cash before unamortised facility fees. 
t his compares with £11.4 million at the end of the previous year and includes 
the subsequent acquisition of Indom for £12.0 million in net cash.
Corporate brand services
Group nBt , through its subsidiary netnames, provides a range of services to 
manage and protect companies’ online activities. Companies are able to register 
domain names in over 250 jurisdictions around the world and frequently build 
significant sized portfolios of domain names which, like trademarks, often form 
part of their valuable intellectual property assets. netnames manages these 
portfolios for many companies to ensure that they are registered properly, 
renewed in a timely manner and used appropriately.
additionally, Group nBt helps its customers to protect their brands against 
online fraud, digital piracy, counterfeiting and other online infringements. 
t his range of products is provided by the netnames and envisional brands.
revenue for Corporate Brand Services for the year under review was £23.6 million, 
up 7% on last year , or 9% at constant currency rates and excluding domain acquisitions, 
revenue was up 10% on last year, or 11% at constant currency rates. Within these 
numbers, revenue for domain name management was £21.5 million and revenue 
for brand protection services was £2.1 million. revenue for netnames p latinum 
Service, the Group’s flagship domain name management product, grew 12% 
during the year, 13% at constant currency rates.
Growth for domain name management has improved on the previous year as we 
have seen better levels of new sales and lower levels of cancellations. overall growth 
was held back by lower revenue from domain acquisitions, where we act for our 
customers to buy names for them in the secondary market. Domain acquisitions 
experienced exceptional sales in the year ending 30 June 2010 which, as we 
noted in previous communications, was unlikely to be repeated in the year 
under review.
envisional’s brand protection services did particularly well with revenue for the 
year to 30 June 2011 up 28% on the previous year. not only have we acquired 
some excellent new customers but we have also improved customer retention. 
Growth is also, in part, due to an enhanced product offering, allowing customers 
the ability to remove infringing websites and auctions.
Managed hosting
Managed hosting services are provided to companies in the uK and France. 
revenue for the year under review was £7.0 million, up 10% on the previous year. 
t echnology has played an important role in the improvement of our performance 
as much of our new revenue comes from our new cloud based services. We have 
also experienced an improvement in market conditions which is reflected in higher 
levels of new business.
partner and reseller services
ascio is our partner and reseller brand which offers other ISp s the ability 
to register a wide range of domain names using our technology and systems. 
revenue for the year was £9.0 million, up 6% on last year, or 9% at constant 
currency rates. Some of our larger partners have experienced lower growth 
as a result of the prevailing market conditions which, in turn, affects our revenue. 
We have, however, continued to add new partners at a similar rate to last year 
and this will help to maintain growth rates in the future.
Group nBt is pleased to announce another year of good growth. t he Group 
continued to grow revenue both organically and through acquisition and at the 
same time maintained its margins, despite markets remaining difficult throughout 
the year . our domain name management business was a key focus for development 
and we are particularly pleased with the excellent revenue growth achieved in 
our brand protection business. t here are signs of improving market conditions 
especially for domain name management where the potential for new domain 
name extensions is being pursued vigorously. 
t he Board announced on 23 September that it had agreed terms with newton 
Bidco limited, an investment vehicle owned indirectly by certain funds managed 
by HgCapital llp , in respect of a recommended Cash offer for the Company at 
a price of 550 pence per share, valuing the entire issued and to be issued share 
capital at approximately £153 million. t he Cash offer values the Company’s shares 
at an attractive premium to both the current and recent closing prices at which 
the shares have been traded and exceeds the highest price at which the shares 
have traded at any time in the last ten years. t he Cash offer is to be implemented 
by means of a scheme of arrangement (the Scheme). Investors will be invited 
to approve the Scheme at a Court Meeting and General Meeting, details of which 
have been posted to shareholders. 
Since commencing the strategy of developing a corporate domain name management 
and hosting business nearly a decade ago, the Company has made good progress 
in establishing itself as a market leader in europe. In HgCapital the Board believes 
it has found a partner which will support Group nBt in achieving its commercial 
and strategic objectives and will help it grow both organically by investment and 
through securing acquisition opportunities that would otherwise be beyond its 
current financial resources as a quoted company.
Strategy
our strategy is to build recurring revenue by delivering excellent products 
with a high service content. t his strategy has served us well and will remain 
in place while the markets continue to grow and companies need to outsource 
the management of the services we provide. t his model has been a key part of 
sustaining the steady progress we have made over a number of years. In the year 
under review we achieved good growth in Continental europe and in the uS, 
while maintaining steady growth in our home market. 
Market conditions
Higher levels of new business, combined with lower levels of cancellations, 
indicate some improvement in certain areas of our business although economic 
conditions remain uncertain. as a result, customer activity has not yet reached 
the levels we have seen in previous years. In the domain name management 
market there has been a great deal of interest in the new domain name extensions 
which were finally agreed by ICann in June. Whilst this did not have any impact 
on revenue during the year it did serve to raise awareness of the need to manage 
what are increasingly valuable domain name assets. 
“We have experienced another 
good year and although growth is not 
back to levels seen before economic 
conditions deteriorated we have seen 
some improvement. t he acquisition 
of Indom during the year supports our 
position as a market leader for domain 
name management services in europe 
and we will continue to look for similar 
acquisition possibilities.”
ChiEf ExECUtivE’s REviEw group NBT pLC annual report 2011 6
Cash flow
at 30 June 2011, the Group had net cash balances of £6.2 million (2010: £11.4 million) 
before unamortised facility fees. t his comprised cash balances of £12.4 million 
(2010: £13.4 million) and debt, before unamortised facility fees, of £6.2 million 
(2010: £2.0 million).
Cash conversion remained strong over the year with cash generated from 
operations increasing to £10.7 million including Indom, up from £9.4 million 
last year. Free cash flow, comprising cash flows from operations, interest, tax 
and capital expenditure, was up 9% to £7.8 million from £7.1 million last year 
with tax payments increasing by 68% to £1.9 million.
net cash outflow in connection with the acquisition of Indom was £12.0 million. 
While this was funded mostly through existing cash resources, a £4.5 million 
three-year term loan together with a three-year revolving credit facility of 
£1.5 million, currently undrawn, was secured in December 2010. t his is in 
addition to the existing debt of £1.0 million which is repayable by July 2012.
In February 2011, an unexpected financial loss arose from our primary Danish 
clearing bank filing for bankruptcy following which, after a distribution of 66%, 
£0.3 million of our cash balances were lost. t he bank, which is now under state 
ownership, has announced that the eventual distribution may increase to 84% 
in total but this is subject to a legal process and therefore no further recovery 
has been provided for in the financial statements. t he Group’s policy in respect 
of surplus funds is to distribute them amongst various banks and this policy was 
in place at the time of the bankruptcy.
Dividend
an interim dividend of 1.68 pence was paid on 15 april 2011. as a result of the 
Cash offer, no final dividend is proposed.
geoff Wicks
Chief Executive
partner and reseller services continued
We continue to be focused on Continental europe where we have a resilient 
customer base and we have extended this focus into eastern europe in order 
to drive new business.
online services
Group nBt’s online services register and renew domain names and provide 
hosting and email services through the websites of several of our brands, primarily 
the easily brand in the uK and Speednames in europe. revenue for these services 
for the year under review was £6.1 million, 14% down on last year, or 13% at 
constant currency rates. t he previous year’s result benefited from the transfer 
of some revenue within the Group which did not recur this year. However, we 
expect to experience decline in this segment of the market as we continue 
to concentrate on our managed services.
Indom
Indom, a market leader for the provision of domain name management services 
in France, was acquired by the Group on 14 December 2010. Since the acquisition 
Indom has continued to perform ahead of initial expectations. We have embarked 
on restructuring and integration which will take up to two years to complete. 
over time Group nBt France and Indom will be merged and the Indom business 
will be transferred to the Group’s systems. t his project is progressing well and 
we are already experiencing some of the benefits of the acquisition. t his acquisition 
also brings significant expertise into the Group. Stéphane Van Gelder who will 
manage the Group’s business in France is an expert in the domain name market 
and is the chairman of a key ICann committee.
profit
t he overall gross margin of 73.3% decreased from 73.6% last year . excluding Indom, 
gross margin was 72.6%, below last year’s rate, as the result of relatively small 
changes to the revenue mix.
underlying operating profit at £9.6 million increased 19% year-on-year and 
the margin at 19.5% was up from 18.5% last year. excluding Indom, underlying 
operating profit was up 10% at £8.9 million at a margin of 19.6%. excluding both 
Indom and domain acquisitions, the underlying operating profit grew strongly 
at 16% year-on-year with a margin of 18.0%, up from 16.3%, as overheads 
remained largely flat and revenues grew.
on a statutory basis operating profit was £7.3 million, up 2% from £7.1 million 
last year, and profit before tax was £7.2 million, up 1% from last year . t he amounts 
by which these statutory profit measures were adjusted to arrive at the underlying 
profit measures used, comprise amortisation of intangible assets acquired through 
acquisitions of £1.3 million (2010: £1.0 million) which increased as a result of the 
acquisition of Indom; advisory and professional fees in respect of the acquisition 
of Indom of £0.4 million (2010: nil) which were expensed instead of being capitalised 
in accordance with the revised accounting standard on accounting for acquisitions; 
technical and other one-off costs relating to the integration of Indom of £0.3 million 
(2010: nil); and the unexpected financial loss arising from our Danish bank as 
described below of £0.3 million (2010: nil).
Basic epS was 20.04 pence, down 7% from 21.48 pence last year, and diluted 
epS was 19.46 pence, down 7% from 20.99 pence last year . Both these measures 
were impacted by the adjusting items mentioned above, namely amortisation, 
restructuring costs, acquisition related expenses and the financial loss, which 
in total amounted to £2.3 million compared to £1.0 million last year. 
Taxation
a tax charge of £2.0 million (2010: £1.7 million) arose in the year representing 
an effective tax rate of 28.3% (2010: 23.2%).
t he effective tax rate on underlying profit before tax (excluding amortisation, 
restructuring costs, acquisition related expenses and the financial loss together 
with associated tax credits) was 27.0% (2010: 23.5%). t here were numerous 
factors that drove up the effective rate of tax from last year including the addition 
of Indom. t he main factors were non-uK regions where the effective tax rates 
moved towards higher statutory rates as anticipated; and the proportion of uK 
profits, taxed at a relatively higher rate, increasing within the mix.
ChiEf ExECUtivE’s REviEw continued 7 group NBT pLC annual report 2011
t he Company is listed on aIM and is not required to comply with the provisions of the 2008 FrC Combined Code (the Code) and therefore this is not a statement 
of compliance as required by the Code. nevertheless the Board is committed to ensuring that proper standards of corporate governance operate throughout the 
Group and has followed the principles of the Code so far as is practicable and appropriate for the nature and size of the Group.
a statement of the Directors’ responsibilities in respect of the financial statements is set out on page 13. Below is a brief description of the role of the Board and its 
Committees, followed by a statement regarding the Group’s system of internal controls. t he Directors recognise the value of, and are committed to, high standards 
of corporate governance.
Board of Directors
t he Board currently comprises the non-executive Chairman, the Chief executive officer, a further executive and three non-executive Directors. t he Directors’ 
biographies, set out on page 8, demonstrate the broad range of experience and knowledge they bring to the Company enabling them to offer sound judgement 
on the proper management of the Group.
t he Board meets at least ten times per year and has a schedule of matters specifically reserved for it for decision. It is responsible for approving the overall Group 
strategy, acquisitions, major capital expenditure projects, reviewing the trading performance, ensuring adequate funding and reporting to shareholders. t o enable 
the Board to discharge its duties, management provides appropriate and timely information in advance of each meeting. all Directors have access to advice from 
the Company Secretary and are able to take independent professional advice as required.
t he longest serving Directors, since their last appointment or reappointment, are richard Madden and Keith Young. t he notice of the next annual General Meeting 
will set out the details of the Directors offering themselves for re-election.
t he Board of Directors considers all the non-executive Directors to be independent of management and, in making this decision, have had regard to guidance issued 
by several of the Group’s largest institutional investors. Martin Bellamy is the Senior Independent Director.
t he following Committees deal with specific aspects of the Group’s affairs:
remuneration Committee
t he remuneration Committee is chaired by Martin Bellamy. Its other members are richard Madden and Keith Young. t he Committee meets at least twice a year. 
t he Committee’s report to shareholders on Directors’ remuneration is set out on pages 9 to 10.
Audit Committee
t he audit Committee is chaired by richard Madden. Its other member is Keith Young. Meetings may also be attended, by invitation, by the Chief executive officer 
and the Finance Director. t he Committee meets at least twice a year and provides a forum for reporting by the Group’s external auditors.
relationship with shareholders
Communication with shareholders is given high priority. t he Chairman’s Statement and the Chief executive’s review on pages 4 to 6 include a detailed review 
of the business and future developments. t here is regular dialogue with institutional shareholders including presentations after the Group’s announcements of the 
interim and annual results. t he Company’s website carries reproductions of the Group’s financial reports and announcements. t he annual General Meeting provides 
a further forum for private and institutional shareholders to communicate with the Board and their active participation is welcomed. Details of resolutions to be proposed 
at the next annual General Meeting will be sent out in due course as appropriate.
Internal control
t he Directors are responsible for the Group’s system of internal control and for reviewing its effectiveness. However, such a system can only provide reasonable, 
but not absolute, assurance against material misstatement or loss. t he Board believes that the Group has internal control systems in place appropriate to the size 
and nature of its business.
an ongoing process for identifying, evaluating and managing the significant risks faced by the Group has been in place throughout the year. t hat process is regularly 
reviewed by the Board and accords with the Internal Control: Guidance for Directors, in the Combined Code.
t he Board intends to keep its risk control procedures under constant review particularly as regards the need to embed internal control and risk management 
procedures further into the operations of business, both in the uK and overseas, and to deal with areas of improvement which come to management and the 
Board’s attention.
Financial reporting
t here is a comprehensive budgeting system with an annual budget approved by the Board. Monthly trading results, balance sheets and cash flow statements 
are reported against the budget and prior year. updated forecasts are presented in light of the reported trading performance.
operating control
each executive Director has defined responsibility for specific aspects of the Group’s operations. t he executive Directors, together with key senior executives, 
meet regularly to discuss day-to-day operational matters.
Investment appraisal
Capital expenditure is controlled via the budgetary process and set levels of authorisation. For expenditure beyond a specified level, a written proposal is submitted 
to the Board for approval.
risk management
t he Board is responsible for identifying the major business risks faced by the Group and for determining the appropriate course of action to manage such risks. 
all potential acquisitions are subject to appropriate due diligence.
REPORt ON CORPORA tE gO vERNANCE group NBT pLC annual report 2011 8
BOARd Of diRECt ORs richard Madden
Non-executive Chairman
richard Madden is an investment banker and has experience in equity and M&a transactions throughout europe and the uSa. He qualified as a chartered accountant 
with arthur andersen and holds a degree in Classics from the university of Cambridge.
geoff Wicks
Chief Executive officer
Geoff Wicks joined the Board in September 2001. He had spent the previous twenty years with reuters Group in a variety of roles, including heading various uK 
divisions and time in France and the nordic region. latterly he was director of corporate relations. p rior to reuters, Geoff worked in the City within the banking 
and insurance industries.
raj Nagevadia
Finance Director
raj nagevadia joined Group nBt as Financial Controller in october 2003. He became Finance Director in February 2004 and joined the Board in november 2005. 
prior to this raj was financial controller at t empo plc, a national electrical retailer, for six years and he has held various roles in an offshore oil and gas construction 
business and at a leading firm of accountants.
Keith Young MBE
Non-executive Director
Keith Young is an entrepreneur with considerable experience in the Internet, communications and publishing industries. He co-founded the Group nBt business 
in 1995 and was also a significant shareholder in easynet Group plc prior to its flotation. In addition, he has significant interests in several other companies spanning 
a diverse range of sectors.
Claus Anderson
Non-executive Director
Claus anderson is a partner in nordic Venture p artners K/S, a venture capital firm and a significant shareholder of Group nBt . Claus has been with nordic Venture 
partners K/S since its inception in early 2000 and has focused primarily on enterprise software and internet-related investments. prior to this he worked for a number 
of nordic financial institutions as an investment banker in various european countries and holds a degree in Credit and Finance from Copenhagen Business School.
Martin Bellamy
Non-executive Director
Martin Bellamy is Director of Information and Communications t echnology for the national offender Management Service (noMS). p rior to working for noMS, 
Martin worked at the Cabinet office, the Department of Work and p ensions, reuters, Bt and KpMG. Martin is a Visiting Fellow at the ashridge Business School. 9 group NBT pLC annual report 2011
t he Company is listed on aIM. t he Directors’ remuneration report, as set out below, is required to satisfy the aIM requirements. 
remuneration Committee
t he Committee consists of three non-executive Directors: richard Madden and Keith Young, under the chairmanship of Martin Bellamy. none of the Committee 
members have any personal financial interests (other than as shareholders), conflicts of interest arising from cross-directorships or day-to-day involvement in running 
the business. t he Committee consults the Chief executive officer about its proposals and has access to professional advice from inside and outside the Company. 
t he Committee determines the remuneration of executive Directors and other senior executives on behalf of the Board and reports to the Board on general conclusions 
reached by the Committee. no Director plays a part in any discussions about their own remuneration.
remuneration policy
executive remuneration packages are prudently designed to attract, motivate and retain directors of the high calibre needed to maintain the Company’s 
position as a market leader. t he performance measurement of the executive Directors and key members of senior management and the determination of their 
annual remuneration package are undertaken by the Committee. t he remuneration of the non-executive Directors is determined by the Board within the limits 
set out in the articles of association.
t here are four main elements of the remuneration package for executive Directors and senior management:
 basic annual salary (including Directors’ fees) and benefits;
 annual bonus payments;
 long-term incentive awards; and
 pension arrangements.
Basic salary
an executive Director’s basic salary is determined by the Committee at the beginning of each year and when an individual changes position or responsibility . 
In deciding appropriate levels the Committee considers the Group as a whole and relies on objective research and independent surveys. executive Directors’ 
contracts of service, which include details of remuneration, will be available for inspection at the annual General Meeting. t he executive Directors are entitled 
to accept appointments outside the Company providing the Chairman’s permission is sought in advance.
Annual bonus payments
t he Committee establishes the objectives that must be met for each financial year if a cash bonus is to be paid and these objectives target both revenue and profit 
growth. account is also taken of the relative success of the different parts of the business for which the executive Directors are responsible and the extent to which 
the strategic objectives set by the Board are being met.
Long-term incentives
t he Board believes that long-term incentive schemes are important in retaining and recruiting high-calibre individuals and ensuring that the performance of executives 
is focused on creating long-term shareholder value. a wards of shares and options will be considered by the Committee on an ongoing basis. t he current long t erm 
Incentive plan has performance targets related to the growth in the Company’s earnings per share.
Directors’ pensions
up to 10% of salary is paid by the Company into Directors’ personal pension schemes, although they may also sacrifice basic annual salary to supplement 
pension contributions.
performance graph
t he following graph shows the Company’s share price performance, compared with the performance of the Ft Se aIM and the Ft Se Small Cap Indices. t he Ft Se 
aIM Index was selected as the Company is a constituent of that index. t he Ft Se Small Cap Index was selected as this is believed to be the most appropriate and 
broad comparator of the Company’s performance.
 
Directors’ contracts
executive Directors currently have up to six-month rolling service contracts. t he Company may have a contractual obligation to pay compensation for the 
unexpired portion of a Director’s contract if it is terminated early together with related payments, if any, at the discretion of the Committee.
directors’ remuneration report group NBT pLC annual report 2011 10
Non-executive Directors
non-executive Directors currently have up to twelve-month rolling contracts. remuneration is determined by the Board based within the limits set out in the 
articles of association and based upon independent surveys of fees paid to non-executive directors of similar companies. t he annual fee payable for the role 
of non-executive Chairman is £45,000 (2010: £27,500) and the annual fee payable for the role of non-executive Director is £20,000 (2010: £20,000). richard Madden, 
an existing non-executive Director, appointed non-executive Chairman on 25 november 2010, received fees of £32,500 (2010: £20,000) in the year to 30 June 2011. 
John parcell, who stepped down as non-executive Chairman on 25 november 2010, received £11,460 (2010: £27,500). Martin Bellamy joined the Board as 
a non-executive Director on 1 august 2010 and commenced receiving fees from 1 March 2011. Claus anderson does not receive a fee for his services.
Directors’ remuneration
Directors’ remuneration for the year was as follows:
   Salary/ annual  Share-based other 2011 2010 
   fees bonuses pensions payments
1
 benefits
2
 Total total 
   £’000 £’000 £’000 £’000 £’000 £’000 £’000
r Madden   33  — — — — 33  20 
G Wicks   168  61  —  41  13  283  284 
r nagevadia    125  50  13  33  8  229  230 
K Young   20  — — — — 20  20 
M Bellamy (appointed 1 august 2010)    7 —  — — — 7  —
C anderson   — — — —  — — —
J parcell (resigned 25 november 2010)   11  — — — — 11  28 
t ashley (resigned 12 october 2009)   — — — — —  — 6 
YeAr eNDeD 30 JuNe 2011   364  111  13  74  21  583  588 
Year ended 30 June 2010   367  139  13  49  20 
1. Directors’ share of the year’s accounting charge.
2. other benefits consist of car allowances and private health insurance.
Long Term Incentive plans
Details of current Directors’ interests in long-term incentive plans of the Company are set out below:
    at Granted exercised At exercise 
    1 July during during 30 June price Date of exercisable  expiry 
 Scheme   2010 the year the year 2011 £ grant from  date
G Wicks unapproved  105,000 — — 105,000 0.25 30/06/03 30/06/04  27/06/13
 unapproved  70,000 — — 70,000 3.14 26/03/07 01/07/07  23/03/17
 unapproved  50,000 — — 50,000 3.03 18/07/07 30/06/08  15/07/17
 unapproved  50,000 — — 50,000 2.29 22/07/08 30/06/09  22/07/18
 ltIp   41,826 — — 41,826 0.00 06/11/09 06/11/12 06/11/19
  316,826 — — 316,826
r nagevadia eMI    4,000 — — 4,000 0.01 07/04/04 30/06/04  05/04/14
 eMI   38,610 — — 38,610 1.30 10/04/06 10/04/06  07/04/16
 eMI   14,000 — — 14,000 3.14 26/03/07 01/07/07  23/03/17
 unapproved  56,000 — — 56,000 3.14 26/03/07 01/07/07  23/03/17
 unapproved  50,000 — — 50,000 3.03 18/07/07 30/06/08  15/07/17
 unapproved  50,000 — — 50,000 2.29 22/07/08 30/06/09  22/07/18
 unapproved  25,000 — — 25,000 2.29 22/07/08 22/07/08  22/07/18
 ltIp   34,088 — — 34,088 0.00 06/11/09 06/11/12 06/11/19
  271,698 — — 271,698
r Madden unapproved  100,000 — — 100,000 1.30 10/04/06 10/04/06 07/04/16
total options  688,524 — — 688,524
t he ordinary share price ranged from £2.80 to £4.40 during the year and stood at £4.35 at the year end. t he gains made on the exercise of share options by Directors 
were nil (2010: £1,305,000).
on behalf of the Board
Martin Bellamy
Chairman of the remuneration Committee
25 october 2011
directors’ remuneration report continued 11 group NBT pLC annual report 2011
t he Directors present their annual report and accounts for the year ended 30 June 2011.
principal activities
t he principal activities of the Group during the year were the provision of domain name, web-hosting, brand protection and other internet-related services.
Business review
a review of the business and future developments together with the key performance indicators of business performance is set out in the Chairman’s Statement 
and the Chief executive’s review on pages 4 to 6.
results and dividends
t he results of the Group for the year are shown in the Consolidated Income Statement on page 15.
an interim dividend of 1.68 pence (2010: 1.4 pence) per ordinary share was paid on 15 april 2011. as a result of the Cash offer, no final dividend is proposed, 
making the total for the year 1.68 pence (2010: 4.2 pence).
principal risks and future developments
t he Directors believe that the principal risks faced by the Group arise in the areas of its services, its technology platforms and its staff.
t he Group’s services are primarily delivered over the Internet through a complex technical infrastructure and therefore its availability and security are critical 
in delivering our services. t he Group has processes, plans and safeguards in place to the extent it is reasonable or feasible. t he Internet and related technologies 
continue to develop fast. Given this operating environment there may be rapid changes in the market, technology and operational methodologies. t he Group 
has an ongoing programme of market and competitive review, service development and infrastructure enhancement.
t he Group operates in growing markets with varying degrees of competition in the different sectors it serves. In the corporate domain name management market, 
where the Group has operations in both europe and the uS, it has a leading position in europe primarily through its high market share in a number of countries. While its 
position in the uS is steadily improving, this market is home to the Group’s major corporate domain name management competitors. t he managed hosting market, 
where the Group operates largely in the uK, has fragmented competition and the Group has positioned itself as a mid-market specialist provider. t he online market 
is large with substantial competition and the Group differentiates its offering by combining cost effective solutions with higher levels of service.
t he Group’s services and infrastructure are supported by skilled staff, from account management and fulfilment through to technical support. t he Group is therefore 
reliant upon its ability to attract, train and retain the right mix of staff.
t he Directors monitor the risks facing the Group on a regular basis.
Financial risks
Details of the Group’s financial risks together with exposures to interest rate, credit, liquidity and currency risks are contained in note 19 Financial instruments, 
in the notes to the Consolidated Financial Statements.
Directors
t he Directors of the Company who served during the year to 30 June 2011 are shown below together with their interests in the shares of the Company at the year end:
        At at 
        30 June 30 June 
        2011 2010
r Madden        — —
G Wicks        500,000 500,000
r nagevadia        2,500 2,500
K Young        887,432 887,432
M Bellamy (appointed 1 august 2010)        — —
C anderson*        — —
J parcell (resigned 25 november 2010)        — 575,877
* Claus anderson is a partner in nordic Venture p artners K/S, a venture capital firm, which also had a substantial shareholding in the ordinary share capital of the Company.
t he Directors’ interests in the long-term incentive plans of the Company are detailed on page 10.
In accordance with the Company’s articles of association, details of the Directors offering themselves for re-election will be set out in the notice of the next 
annual General Meeting as necessary.
Directors’ and officers’ liability insurance and indemnities
t he Company has purchased insurance to cover its Directors and officers against any costs arising from defending themselves in legal proceedings taken against 
them as a direct result of duties carried out on behalf of the Company.
as at the date of this report, indemnities are in force under which the Company has agreed to indemnify the Directors, to the extent permitted by law and by the 
Company’s articles of association, in respect of losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as Directors 
of the Company or any of its subsidiaries.
directors’ report group NBT pLC annual report 2011 12
Substantial shareholdings
at 19 october 2011, the Company had or had been notified of the following holdings of 3% or more in the ordinary share capital of the Company excluding 
Directors’ interests shown on page 11:
        number %
Blackrock Investment Management        3,389,273 13.0
Herald Investment Management        2,518,250 9.7
artemis Investment Management        2,402,627 9.2
nordic Venture partners K/S        1,807,268 7.0
Hargreave Hale, Stockbrokers (for discretionary clients)       1,415,708 5.5
octopus Investments        1,013,275 3.9
Investec Wealth & Investment        941,642 3.6
Ignis asset Management        905,002 3.5
employees
Group nBt offers a wide range of services to companies and relies on the knowledge and expertise of its staff. t he Company endeavours to ensure that 
it consistently improves the Group’s performance by attracting and retaining the right people and by developing the skills of its staff through training and 
development programmes.
performance is rewarded on merit without regard to gender, age, race, colour, religion, sexual orientation or marital status. t he Company encourages the involvement 
and participation of staff in building a successful business. Communication plays a key part in creating an environment in which all staff can contribute and develop 
to their full potential.
environment
t he Group acknowledges the importance of environmental matters and where possible utilises environment friendly policies in its offices such as recycling and energy 
efficient practices. 
Supplier payment policy
t he Group agrees terms and conditions with individual suppliers at the time orders for the services are placed. It is the Group’s policy to make payment in accordance 
with those terms and conditions providing they have been fully complied with by the supplier.
t he Group’s creditor days at 30 June 2011, calculated in accordance with the requirements of the Companies act 2006, were 22 (2010: 27). 
research and development
t he Group operates within the rapidly developing internet environment. t here are few, if any, proprietary systems available to meet its product requirements and as 
a result the Group has developed, in-house, the systems required to meet its customers’ needs. t hese costs of research and development have been written off to the 
Consolidated Income Statement as they are incurred where permitted by IaS 38 Intangible assets and not carried forward as assets in the Consolidated Statement 
of Financial position.
going concern
a review of the Group’s activities, market conditions, performance in the year under review, details of its cash flows and financial position are set out in the 
Chairman’s Statement and the Chief executive’s review on pages 4 to 6.
after making appropriate enquiries, the Directors have formed a judgement at the time of approving the annual accounts that there is a reasonable expectation 
that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going 
concern basis in preparing the annual accounts.
Annual general Meeting
In light of the recommended Cash offer from newton Bidco limited to acquire the entire issued and to be issued share capital of the Company announced 
on 23 September 2011, the Company will give notice of and convene its 2011 annual General Meeting as necessary in due course.
Auditors
all of the Directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the 
auditors are aware of that information. t he Directors are not aware of any relevant audit information of which the auditors are unaware.
a resolution in respect of auditors will be proposed at the next annual General Meeting as necessary.
By order of the Board
raj Nagevadia
Company Secretary
25 october 2011
directors’ report continued 13 group NBT pLC annual report 2011
t he Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. 
Company law requires the Directors to prepare financial statements for each financial year. under that law the Directors have elected to prepare the Group Financial 
Statements in accordance with International Financial reporting Standards (IFrSs) as adopted by the european union and the Company financial statements in accordance 
with united Kingdom Generally accepted accounting p ractice (united Kingdom accounting Standards and applicable law). under company law the Directors must 
not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit 
or loss of the Group for that period. t he Directors are also required to prepare financial statements in accordance with the rules of the london Stock exchange 
for companies trading securities on aIM. 
In preparing these financial statements, the Directors are required to:
 select suitable accounting policies and then apply them consistently;
 make judgements and accounting estimates that are reasonable and prudent;
  state whether they have been prepared in accordance with applicable accounting standards, subject to any material departures disclosed and explained 
in the financial statements; and
 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
t he Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with 
reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the requirements 
of the Companies act 2006. t hey are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
Website publication
t he Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the 
Company’s website in accordance with legislation in the united Kingdom governing the preparation and dissemination of financial statements, which may vary from 
legislation in other jurisdictions. t he maintenance and integrity of the Company’s website is the responsibility of the Directors. t he Directors’ responsibility also extends 
to the ongoing integrity of the financial statements contained therein.
statement of directors’ responsibilities group NBT pLC annual report 2011 14
We have audited the financial statements of Group nBt plc for the year ended 30 June 2011 which comprise the Consolidated Income Statement, the Consolidated 
Statement of Comprehensive Income, the Consolidated Statement of Financial position, the Consolidated Statement of Changes in equity, the Consolidated Statement 
of Cash Flows and the Company Balance Sheet and the related notes. t he financial reporting framework that has been applied in the preparation of the Group financial 
statements is applicable law and International Financial reporting Standards (IFrSs) as adopted by the european union. t he financial reporting framework that has 
been applied in the preparation of the parent company financial statements is applicable law and united Kingdom accounting Standards (united Kingdom 
Generally accepted accounting p ractice). 
t his report is made solely to the Company’s members, as a body, in accordance with sections Chapter 3 of part 16 of the Companies act 2006. our audit work has 
been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. 
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 explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial statements and for being 
satisfied that they give a true and fair view. our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and 
International Standards on auditing (uK and Ireland). t hose standards require us to comply with the auditing p ractices Board’s (apB’s) ethical Standards for auditors.
Scope of the audit of the financial statements
a description of the scope of an audit of financial statements is provided on the apB’s website at www.frc.org.uk/apb/scope/private.cfm. 
opinion on financial statements
In our opinion: 
  the financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as at 30 June 2011 and of the Group’s profit 
for the year then ended;
 the Group financial statements have been properly prepared in accordance with IFrSs as adopted by the european union;
 the parent company’s financial statements have been properly prepared in accordance with united Kingdom Generally accepted accounting p ractice; and
 the financial statements have been prepared in accordance with the requirements of the Companies act 2006.
opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the 
financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies act 2006 requires us to report to you if, in our opinion:
  adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited 
by us;
 the parent company financial statements are not in agreement with the accounting records and returns;
 certain disclosures of Directors’ remuneration specified by law are not made; or
 we have not received all the information and explanations we require for our audit.
Scott McNaughton (senior statutory auditor)
For and on behalf of BDo LLp, statutory auditor
London
united Kingdom
25 october 2011
BDo llp is a limited liability partnership registered in england and Wales (with registered number oC305127).
report of the independent auditors 15 group NBT pLC annual report 2011
           2011 2010 
          notes £’000 £’000
reveNue          3 49,459 43,921
Cost of sales          13,227 11,590
groSS proFIT         3 36,232 32,331
operating expenses          28,955 25,184
operATINg proFIT         4 7,277 7,147
Finance income         6 108 81
Finance expense         7 (147) (41)
proFIT BeFore TAxATIoN        3 7,238 7,187
taxation          8 (2,049) (1,666)
proFIT For The YeAr         5,189 5,521
eArNINgS per ShAre
Basic          10 20.04p 21.48p
Diluted          10 19.46p 20.99p
all amounts relate to continuing activities.
           2011 2010 
           £’000 £’000
proFIT For The YeAr         5,189 5,521
oTher CoMpreheNSIve INCoMe
exchange translation differences         3,268 (1,503)
ToTAL CoMpreheNSIve INCoMe For The YeAr       8,457 4,018
t he deferred tax credits in relation to share-based payments previously shown in this statement have now been removed and is part of the Consolidated Statement 
of Changes in equity (see note 1 for further details).
t he notes on pages 19 to 39 form part of these Consolidated Financial Statements.
c onsolidated income statement
For tHe Y ear enDeD 30 June 2011
c onsolidated statement of comprehensive income
For tHe Y ear enDeD 30 June 2011 group NBT pLC annual report 2011 16
           2011 2010 
          notes £’000 £’000
ASSeTS
NoN-CurreNT ASSeTS
Goodwill          11 39,805 27,523
other intangible assets         11 6,116 1,619
property, plant and equipment        12 1,883 2,213
Deferred tax asset         15 1,412 1,084
           49,216 32,439
CurreNT ASSeTS
trade and other receivables        14 7,956 5,960
Cash and cash equivalents        24 12,407 13,443
           20,363 19,403
ToTAL ASSeTS          69,579 51,842
LIABILITIeS
CurreNT LIABILITIeS
Bank loan          17 (2,874) (983)
trade and other payables        16 (16,223) (12,348)
taxation           (1,614) (1,530)
           (20,711) (14,861)
NoN-CurreNT LIABILITIeS
Bank loan          17 (3,236) (991)
Deferred tax liability         15 (1,786) —
           (5,022) (991)
ToTAL LIABILITIeS          (25,733) (15,852)
NeT ASSeTS          43,846 35,990
CApITAL AND reServeS
Called up share capital         20 260 259
Share premium account          4,055 3,824
Merger reserve          12,008 12,008
other reserve          2,121 1,794
Cumulative translation reserve         5,851 2,583
profit and loss account          19,551 15,522
ToTAL equITY          43,846 35,990
t hese financial statements were approved by the Board of Directors and authorised for issue on 25 october 2011.
Signed on behalf of the Board of Directors
geoff Wicks
Chief executive officer
t he notes on pages 19 to 39 form part of these Consolidated Financial Statements. 
c onsolidated statement of financial position
aS at 30 June 2011 17 group NBT pLC annual report 2011
          Cumulative   
      Share Share Merger other translation retained  
      capital premium reserve reserve reserve profit total 
     notes £’000 £’000 £’000 £’000 £’000 £’000 £’000
YeAr eNDeD 30 JuNe 2011
Balance at 1 July 2010     259  3,824  12,008  1,794 2,583 15,522 35,990 
Comprehensive income for the year    —  —  —  — 3,268 5,189 8,457
Dividends     9 —  —  —  —  —  (1,160)  (1,160) 
Share-based payment credit    —  —  —  142  —  —  142 
Deferred tax recognised on share-based payment   —  —  —  185  —  —  185
Issue of share capital     1  231  —  —  —  —  232 
BALANCe AT 30 JuNe 2011    260  4,055  12,008 2,121 5,851 19,551 43,846
Year ended 30 June 2010
Balance at 1 July 2009     254 3,536 12,008 1,467 4,086 10,880 32,231
Comprehensive income for the year    —  —  —  — (1,503) 5,521 4,018
Dividends     9 —  —  —  —  —  (879) (879)
Share-based payment credit    —  —  —  98 —  —  98
Deferred tax recognised on share-based payment   —  —  —  229  —  —  229
Issue of share capital     5 288 —  —  —  —  293
Balance at 30 June 2010     259 3,824 12,008 1,794 2,583 15,522 35,990
t he nature and purpose of each reserve is disclosed in note 20.
t he notes on pages 19 to 39 form part of these Consolidated Financial Statements.
c onsolidated statement of changes in equity
For tHe Y ear enDeD 30 June 2011 group NBT pLC annual report 2011 18
           2011 2010 
          notes £’000 £’000
CASh FLoW FroM operATINg ACTIvITIeS
profit before taxation          7,238 7,187
Finance expense/(income) (net)         39 (40)
Depreciation and amortisation         2,777 2,487
profit on disposal of assets         (44) —
Share-based payments          142 98
exchange differences          (147) (324)
(Increase)/decrease in trade and other receivables        (286) 919
Increase/(decrease) in trade and other payables        939 (907)
Cash generated from operations         10,658 9,420
taxation paid          (1,894) (1,125)
NeT CASh INFLoW FroM operATINg ACTIvITIeS       8,764 8,295
CASh FLoW FroM INveSTINg ACTIvITIeS
Interest received         6 108 81
purchase of property, plant and equipment       12 (1,025) (1,211)
proceeds from the disposal of fixed assets        62 —
purchase of subsidiary undertakings        26 (14,170) (147)
net cash acquired with subsidiary undertaking       26 2,183 —
NeT CASh ouTFLoW FroM INveSTINg ACTIvITIeS       (12,842) (1,277)
CASh FLoW FroM FINANCINg ACTIvITIeS
Interest paid         7 (147) (41)
Dividends paid         9 (1,160) (879)
long-term loan receipt/(repayments)         3,882 (983)
proceeds from issue of share capital         232 293
NeT CASh INFLoW/(ouTFLoW) FroM FINANCINg ACTIvITIeS      2,807 (1,610)
NeT (DeCreASe)/INCreASe IN CASh AND CASh equIv ALeNTS      (1,271) 5,408
CASh AND CASh equIv ALeNTS AT STAr T oF YeAr       13,443 8,157
effects of exchange rate changes         235 (122)
CASh AND CASh equIv ALeNTS AT eND oF YeAr      24 12,407 13,443
t he notes on pages 19 to 39 form part of these Consolidated Financial Statements.
c onsolidated statement of cash flows
For tHe Y ear enDeD 30 June 2011 19 group NBT pLC annual report 2011
1 Accounting policies
t he accounting policies set out below, unless otherwise stated, have been applied consistently to all periods presented in these Consolidated Financial Statements.
general information
Group nBt plc (the Company) and its subsidiaries (together the Group) is a leading provider of domain names and internet-related services. operating in eight countries, 
it has 330 employees.
t he Company is a public limited company incorporated and domiciled in the uK. t he address of the registered office is 3rd Floor, prospero House, 
241 Borough High Street, london Se1 1Ga.
t he Company is listed on aIM.
a) Basis of preparation
t he Consolidated Financial Statements have been prepared in accordance with eu endorsed International Financial reporting Standards (IFrS) and the IFrIC 
interpretations issued by the IaSB and the Companies act 2006 applicable to companies reporting under IFrS. t he Consolidated Financial Statements are 
prepared under the historic cost convention as modified by share-based payments measured at fair value through the income statement.
t he principal accounting policies of the Group are set out below:
b) Basis of consolidation
t he Consolidated Financial Statements of the Group comprise the financial statements of the Company and entities controlled by the Company (its subsidiaries) 
at the balance sheet date. Control is achieved where the Company has the power to govern the financial and operating policies of a subsidiary so as to obtain 
benefits from its activities. 
t he results of subsidiaries acquired (or disposed of) in the year are included (or excluded) in the Consolidated Income Statement from the effective date 
of acquisition or up to the effective date of disposal, as appropriate.
all intra-group transactions, balances, income and expenses are eliminated on consolidation. accounting policies of subsidiaries have been changed where 
necessary to ensure consistency with the policies adopted by the Group.
c) Business combinations
t he Group uses the acquisition method of accounting to account for business combinations in accordance with IFrS 3 (revised) Business Combinations. 
t he consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests 
issued by the Group. acquisition related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in 
a business combination are measured initially at their fair values at the acquisition date.
t he excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity 
interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. 
d) Revenue recognition
revenue is derived from the Group’s principal activities which are the provision of domain name, web-hosting, brand protection and other internet-related 
services and, in general, is measured as the fair value of the consideration received or receivable, and represents amounts receivable for services provided in the 
normal course of business, net of discounts, Vat and other sales related taxes. Where services are billed in advance revenue is deferred until the services have 
been provided. t he Group reports its revenue by service which are described below together with the relevant revenue recognition policies applied.
  Corporate domain names – services include annual or rolling contracts for management of domain name portfolios where services are billed in advance 
and revenue recognised evenly over the billing period, the basis on which services are supplied; registration of domain names where services are billed on 
a transactional basis and revenue recognised when the registration process is complete where the customer becomes the legal owner of the domain name 
registered; other short-term domain name related advisory and administrative services where these are billed either at commencement or on completion 
and revenue is recognised when these services are performed; domain name ancillary products and services where these are billed in advance and revenue 
recognised evenly over the billing period, the basis on which services are supplied; and domain name acquisitions, the sales and purchases of pre-registered 
domain names, where transactions are billed either in advance or in arrears with revenue, representing the net margin as these transactions are undertaken 
on a brokerage basis, being recognised when the transfer of the legal owner of the domain name being transacted has completed.
  Managed hosting – services encompass the provision of managed web-hosting solutions where the billing frequency is largely monthly in advance and revenue 
is recognised in line with the provision of services.
  partner and reseller – services which enable ISps and other intermediaries to offer their customers domain name registration services on a white-label basis 
using our systems and revenue is recognised when the registration process is complete where the end customer becomes the legal owner of a domain name 
with billing taking place at process completion on a transactional basis. 
  online – services include domain name registration services, shared hosting, email and other internet-related services. Domain names are billed on a transactional 
basis and revenue is recognised when the registration process is complete with the customer becoming the legal owner of the domain name registered. t he other 
services are typically billed annually in advance and revenue is recognised evenly over the billing period as these services are provided in the same manner.
  Brand protection – services include monitoring the Internet for and advice on brand abuse, fraud, piracy and counterfeiting. Monitoring services are billed 
in advance, ranging from monthly to annual basis, and revenue is recognised in line with performance of these services. advisory and consulting services 
are billed either at commencement or on completion and revenue is recognised on delivery of these services.
notes to the consolidated financial statements For tHe Y ear enDeD 30 June 2011 notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 20
1 Accounting policies continued
general information continued
e) Goodwill
Goodwill represents the excess of the fair value of consideration over the fair value of the identifiable net assets at the date of their acquisition. Goodwill is recognised 
as an asset and reviewed annually for impairment. any impairment is recognised immediately in the income statement and is not subsequently reversed. on disposal 
of a subsidiary, the attributable amount of goodwill is included in the determination of the profit and loss on disposal. Goodwill is denominated in the functional 
currency in which the acquired entity operates.
f) impairment of assets
Goodwill is allocated to cash-generating units for the purposes of impairment testing. t he recoverable amount of the cash-generating unit to which the goodwill 
relates is tested annually for impairment or when events or changes in circumstances indicate that it might be impaired. t he carrying values of property, plant and 
equipment and intangible assets other than goodwill are reviewed for impairment only when events indicate that the carrying value may be impaired.
In an impairment test, the recoverable amount of the cash-generating unit or asset is estimated to determine the extent of any impairment loss. t he recoverable 
amount is the higher of fair value less costs to sell and the value-in-use to the Group. an impairment loss is recognised to the extent that the carrying value exceeds 
the recoverable amount.
In determining a cash-generating unit’s or asset’s value-in-use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that 
reflects current market assessments of the time value of money and risks specific to the cash-generating unit or asset that have not already been included in the 
estimate of future cash flows.
g) other intangible assets
Intangible assets purchased separately, such as domain names, are capitalised at cost and amortised over their useful economic life. Intangible assets acquired 
through a business combination such as customer lists and intellectual property are initially measured at fair value and amortised over their useful economic life. 
amortisation of intangible assets is charged to the income statement on a straight-line basis over the estimated useful lives of each intangible asset. Intangible assets 
are amortised from the date they are available for use.
t he estimated useful lives are as follows: 
 domain names – 20 years
 technology-based assets – 5 to 7 years
 customer lists – 5 to 10 years
h) Property, plant and equipment
property, plant and equipment are stated at cost less accumulated depreciation. t he cost of an item of property, plant and equipment comprises its purchase price 
and any costs directly attributable to bringing the asset into use. Depreciation is calculated to write down the cost of all property, plant and equipment to their estimated 
residual value over their expected useful economic life as follows:
 computer equipment – 2 to 4 years
 fixtures, fittings and equipment – 3 years
 leasehold improvements  – over the period of the lease
t he assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. t he gain or loss arising on the disposal 
or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.
i) t axation
t he tax expense represents the aggregate of the tax currently payable and movement in deferred tax. t he tax currently payable is based on taxable profit for the period. 
t he Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements 
and the corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability method. Deferred tax assets are 
generally recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. t he carrying 
amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be 
available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled 
or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which 
case the deferred tax is also charged or credited directly to equity.
under the requirements of IaS 12.62(a) deferred tax credits in relation to share-based payments have been recognised directly in the Consolidated Statement 
of Changes in equity rather than in the Consolidated Statement of Comprehensive Income and comparative amounts have been restated accordingly.
However, deferred tax is not provided for temporary differences that arise from initial recognition of an asset or liability in a transaction other than a business 
combination that at the time of the transaction affects neither accounting nor taxable profits or loss; and on the initial recognition of goodwill.
j) Financial instruments
Financial assets and liabilities are recognised on the Group’s Consolidated Statement of Financial position when the Group becomes a party to the contractual terms 
of the financial instrument. 21 group NBT pLC annual report 2011
1 Accounting policies continued
general information continued
j) Financial instruments continued
Financial assets – loans and receivables
  cash and cash equivalents
 Cash and cash equivalents include cash at bank and in hand and short-term deposits with an original maturity period of less than three-months.
 t rade and other receivables
  t rade receivables do not carry any interest and are stated at their fair value on initial recognition, and then subsequently at amortised cost as reduced by 
appropriate allowances for estimated irrecoverable amounts. Impairment provisions are recognised when there is objective evidence that the Group will 
be unable to collect all of the amounts due under the terms receivable.
Financial liabilities – held at amortised cost
 t rade payables
 t rade payables are not interest bearing and are stated at their fair value on initial recognition, and then subsequently at amortised cost.
 Loans and borrowings
  Bank borrowings represent interest bearing loans which are recorded at fair value on initial recognition, being proceeds received net of direct issue costs. 
Finance charges are accounted for on an accruals basis and are recognised in the income statement over the term of the borrowing using the effective 
interest rate method.
 capital
  Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in the assets of the Group after the deduction of all 
liabilities. t he Group’s ordinary shares are classified as equity instruments. For the purposes of the disclosures given in note 20 the Group considers its capital 
to comprise its ordinary share capital, share premium and accumulated retained earnings.
k) Foreign currencies
t ransactions in foreign currencies are translated into the functional currency, Sterling, at the rate ruling on the date of the transaction. exchange differences arising 
from the movement in rates between the date of transaction and the date of settlement are taken to the income statement as they arise. 
assets and liabilities (including goodwill and intangible assets which are allocated to overseas income-generating units) of overseas subsidiaries are translated into 
Sterling at the rate ruling on the balance sheet date. t he results of these subsidiaries are translated at an average rate of exchange for the year. 
exchange gains or losses arising on the translation of the opening net assets of an overseas subsidiary, together with exchange differences arising on the use 
of the average rate of exchange, are taken directly to shareholders’ equity and recognised in the cumulative translation reserve. on disposal of a foreign subsidiary, 
the cumulative translation differences are recycled to the income statement and recognised as part of the gain or loss on disposal.
t he main foreign currency exchange rates used in the financial statements to consolidate the overseas subsidiaries are as follows:
 Closing rate  a verage rate
       2011 2010 2011 2010
uS Dollar      1.60 1.51 1.59 1.58
euro      1.11 1.23 1.17 1.14
Danish Krone      8.31 9.20 8.71 8.47
l) Leases
assets held under finance leases and hire purchase contracts are capitalised at their fair value on the inception of the leases and depreciated over the shorter of the 
period of the lease and the estimated useful economic life of the assets. t he finance charges are allocated over the period of the lease in proportion to the capital 
amount outstanding and are charged to the income statement. operating lease rentals are charged to the income statement in equal amounts over the lease term.
m) Retirement benefit costs
t he Company makes contributions to a defined contribution plan for Directors and employees. t he amount charged to the income statement in respect of pension 
costs is the contributions payable in the year.
n) Share-based payments
t he Group operates an equity-settled, share-based compensation plan together with a long t erm Incentive plan (ltIp). t he fair value of the services received 
is determined by the fair value of the options and shares granted, which in turn is recognised as an employee expense with a corresponding increase in equity . t he fair 
value of options and shares is measured at the grant date using the Black-Scholes valuation model taking into account the terms and conditions of grant and the 
resulting fair value spread over the vesting period. non-market vesting conditions are taken into account by adjusting the number of equity instruments expected 
to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options and shares that 
eventually vest.
o) dividends
equity dividends are recognised when they become legally payable. Interim dividends are recognised when paid. Final dividends are recognised when approved 
by the Company’s shareholders at annual General Meetings. notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 22
1 Accounting policies continued
general information continued
p) Segment reporting
a business segment is a group of assets and operations whose operating results are regularly reviewed by the Group’s Board and for which discrete financial 
information is available. a geographical business segment is engaged in providing services within a particular economic environment that is subject to risks 
and returns that are different from those of segments operating in other economic environments.
q) Provisions
provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation. 
provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present 
value where the effect is material.
r) Research and development
an internally generated intangible asset arising from the Group’s development is recognised only if all the following conditions are met:
 an asset is created that can be identified;
  it is probable that the asset created will generate future economic benefits; and
 the development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight-line basis over their useful lives. t he amortisation charge is within operating expenses 
in the Consolidated Income Statement.
Where no internally generated asset can be recognised, development expenditure is recognised as an expense in the period in which it is incurred.
s) Holiday pay accrual
employee benefit accruals are made in respect of holiday entitlements that have accrued to employees but have not been taken at the balance sheet date.
t) Adoption of new and revised iFRSs
during the year the Group has adopted the following new standards:
  revised IFrS 3 Business Combinations (effective for accounting periods beginning on or after 1 July 2009). t his revision was endorsed by the european union (eu) 
on 15 June 2009. t his revision requires prospective application and may result in acquisition costs being recognised immediately in the Consolidated Income 
Statement, intangible assets being recognised even when they cannot be reliably measured and the option to gross up the balance sheet for goodwill attributable 
to minority interests. 
  amendment to IaS 27 Consolidated and Separate Financial Statements (effective for periods beginning on or after 1 July 2009). t his amendment was endorsed by 
the eu on 15 June 2009. t his amendment requires prospective application and could result in a change in differences where acquisitions or disposals of subsidiaries 
are made in stages. t his could be applicable if the Company made piecemeal acquisitions or disposals in the future, which is not currently anticipated.
none of the other new standards, interpretations and amendments, also effective for the first time from 1 July 2010, have had a material effect on the financial statements.
Standards, amendments and interpretations to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Group’s accounting periods 
beginning after 1 July 2011 and which the Group has decided not to adopt early.
  IFrS 9 Financial Instruments was issued in november 2009. t his standard is the first step in the process to replace IaS 39 Financial Instruments: recognition 
and measurement. IFrS 9 introduces new requirements for classifying and measuring financial assets and is likely to affect the Group’s accounting for its 
financial assets. t he standard is not applicable until 1 January 2013 but is available for early adoption. However, the standard has not yet been endorsed by 
the eu. t he Group is yet to assess IFrS 9’s full impact.
  IaS 24 (revised) related p arty Disclosures, issued in november 2009. It supersedes IaS 24 related p arty Disclosures, issued in 2003. IaS 24 (revised) 
is mandatory for periods beginning on or after 1 January 2011. earlier application, in whole or in part, is permitted. t he revised standard clarifies and simplifies 
the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and 
other government-related entities. t he Group will apply the revised standard from 1 January 2011. When the revised standard is applied, the Group and the 
parent will need to disclose any transactions between its subsidiaries and its associates. t he Group will review its list of related parties and the transactions 
between them in 2011. It is, therefore, not possible at this stage to disclose the impact, if any, of the revised standard on the related party disclosures.
  new standards and amendments below are generally applicable for annual periods beginning after 1 July 2011. t he impact of these standards and amendments 
on the Group and the parent company’s financial reporting in the future will be assessed closer to the date of their respective effective dates unless otherwise stated.
  presentation of financial statements (amendment to IaS 1). t his amendment clarifies that an entity will present an analysis of other comprehensive income for 
each component of equity either in statement of changes in equity or in the notes to the financial statements. t his amendment is to be applied retrospectively.
  IFrS 10 Consolidated Financial Statements. t he IFrS supersedes IaS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation – Special 
purpose entities. t his standard contains a revised definition of control and related application guidance so that a single control model can be applied to all entities. 
It also contains enhanced disclosures about consolidated and unconsolidated entities to be published in a separate comprehensive disclosure standard related 
to involvement with other entities. t his standard is effective for annual periods beginning on or after 1 January 2013 with permission to early adopt but is yet 
subject to be endorsed by the eu. 23 group NBT pLC annual report 2011
1 Accounting policies continued
general information continued
t) Adoption of new and revised iFRSs continued
Standards, amendments and interpretations to published standards not yet effective continued:
  IFrS 12 Disclosures of Interest in other entities – t his is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, 
including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. It is effective for periods on or beginning after 1 January 2013. 
early adoption is permitted. t he standard has not yet been endorsed by the eu.
  IFrS 13 Fair value measurement – t he standard is effective from 1 January 2013, defines fair value and sets out in a single standard a framework for measuring 
fair value and requires disclosures about fair value measurements. IFrS 13 does not determine when an asset, a liability or an entity’s own equity instrument 
is measured at fair value. rather, the measurement and disclosure requirements of IFrS 13 apply when another IFrS requires or permits the item to be measured 
at fair value (with limited exceptions). t he standard has not been endorsed by the eu yet. early adoption is permitted. 
  Financial Instruments (amendments to IFrS 7). t he amendments will allow users of financial statements to improve their understanding of transfer transactions 
of financial assets (for example, securitisations), including understanding the possible effects of any risks that may remain with the entity that transferred the assets. 
t he amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. 
It is subject to eu endorsement. early adoption is permitted.
none of the other changes are considered to have a material effect on the Group’s financial statements.
2 Critical accounting estimates and judgements
In preparing the Consolidated Financial Statements, the Directors have to make judgements on how to apply the Group’s accounting policies and make estimates 
about the future. t he critical judgements that have been made in arriving at the amounts recognised in the Consolidated Financial Statements and the key sources 
of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year are 
discussed below:
Acquisitions
When acquiring a business, the Directors have to make judgements and best estimates about the fair value allocation of the purchase price and seek appropriate 
competent and professional advice before making any such allocations.
Determination of fair values of intangible assets acquired in business combinations
externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. t he amortisation 
expense is included within operating expenses in the Consolidated Income Statement. Intangible assets are recognised on business combinations if they are separable 
from the acquired entity or give rise to other contractual/legal rights. t he amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.
Deferred tax on business combinations
t he recognition of a deferred tax asset in respect of trading losses is based on the assessment of future profits around which there is always a degree of uncertainty .
Impairment reviews
t he Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated above. t he recoverable amounts 
of cash-generating units have been determined based on value-in-use calculations. t hese calculations require the use of estimates (note 11). t he use of this 
method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. actual outcomes 
may vary.
Income taxes
t he Group is subject to income taxes in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes (note 8). 
t here are transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. t he Group recognises liabilities 
for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts 
that were recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
useful lives of intangible assets and property, plant and equipment
Intangible assets are amortised and property, plant and equipment are depreciated over their useful lives. useful lives are based on the Directors’ estimates of the 
period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations 
in the carrying value and amounts charged to the income statement in specific periods. 
Share-based payments
t he Group has four equity-settled share-based remuneration schemes for employees. employee services received, and the corresponding increase in equity, 
are measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non-market vesting conditions. t he fair value 
of shares and share options is estimated by using the Black-Scholes valuation model, on the date of grant based on certain assumptions. t hose assumptions are 
described in note 21 and include, among others, the dividend growth rate, expected volatility, expected continued employment, expected life of the options and 
number of options expected to vest. More details, including carrying values, are disclosed in note 21. t he charge recognised in future periods in respect of these 
schemes will vary if changes are made in respect of the estimates for the rate of lapse of the options.
Deferred tax on share options
t he deferred tax asset on shares and share option charges is affected by the difference between the grant price of the shares and share options and the market 
price of the Company’s shares at the accounting year end. If the market value of the shares at the date of exercise were to be lower than the market value at the 
accounting year end, the amount of tax relief obtained would be less than anticipated in the deferred tax calculations. notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 24
3 Segmental analysis
t he Group reports operating performance of the business by revenue from each of its following services: domain name services – management of corporate domain 
name portfolios; managed hosting services – dedicated hosting solutions; reseller services – white-labelled domain name registration services for ISps and other 
intermediaries; online services – domain names, shared hosting, email, and other internet-related services; and brand protection services – monitoring the Internet 
for brand abuse, fraud, piracy and counterfeiting. 
t he chief operating decision maker is the Chief executive officer, who reviews these Group results together with gross profit margin and other measures for decision 
making purposes. on this basis it is considered that as the Group’s activities are operated largely through a common infrastructure and support functions its activities 
constitute one operating segment. t he format set out below is used to report results internally.
        2011 2010 
        £’000  £’000 
reveNue BY ServICe
Corporate domain names        25,231 20,300
Managed hosting        7,031 6,397
reseller        8,963 8,468
online        6,099 7,084
Brand protection        2,135 1,672
        49,459 43,921
Gross profit        36,232 32,331
underlying operating profit*        9,625 8,109
net finance (expense)/income        (39) 40
underlying profit before tax**        9,586 8,149
restructuring costs        (312) —
acquisition related expenses        (398) —
Financial loss        (314) —
amortisation        (1,324) (962)
profit before taxation        7,238 7,187
*  underlying operating profit is defined as operating profit excluding amortisation, restructuring costs, acquisition related expenses and an unexpected financial loss (see Cash flow section 
of Chief executive’s review for details).
**  underlying profit before tax is defined as profit before tax excluding amortisation, restructuring costs, acquisition related expenses and an unexpected financial loss (see Cash flow section 
of Chief executive’s review for details).
t he assets and liabilities of the Group cannot be allocated to the above segments. For internal reporting purposes balance sheets are not split into segments.
other geographical information
t he Group operates in three main geographic areas: uK, other european countries and the uSa. revenue, profit before tax and non-current assets by origin 
of geographical segment are as follows:
 revenue  profit before tax  non-current assets
         as restated 
    2011 2010 2011 2010 2011 2010  
    £’000  £’000  £’000  £’000  £’000  £’000
uK    23,045 22,438 5,263 4,664 10,688 11,280
other european countries    23,838 19,211 1,290 2,013 37,100 20,060
uSa    2,576 2,272 685 510 16 15
    49,459 43,921 7,238 7,187 47,804 31,355
under the requirements of IFrS 8 deferred tax has been removed from the non-current assets analysis and comparative amounts have been restated accordingly. 25 group NBT pLC annual report 2011
4 operating profit
operating profit is stated after charging:
        2011 2010 
        £’000  £’000 
Share-based payments         142 98
research and development         663 713
Depreciation of owned assets         1,453 1,525
profit on disposal of fixed assets         (44) —
other intangibles amortisation         1,324 962
operating lease rentals  – land and buildings       1,155 957
 – other        48 39
auditors’ remuneration  – subsidiaries audit fee       136 137
 – Company audit fee       15 15
 – taxation services       54 63
 – other services       7 4
Foreign exchange gains         (36) (222)
Group restructuring – staff costs       7 —
 – software integration       186 —
 – legal and professional       53 —
 – travel costs       66 —
t he Group restructuring costs have arisen as a direct result of the acquisition of Indom SaS.
5 Information regarding employees
Staff costs (including Directors’ emoluments) incurred in the year were as follows:
        2011 2010 
        £’000  £’000 
Wages and salaries        15,105 14,502
Social security costs        1,626 1,208
Share-based payments        142 98
pension costs        416 400
        17,289 16,208
a verage number of employees during the year:
        2011 2010 
        Number  number 
administrative        54 48
operational        280 239
        334 287
Key management remuneration
Key management has been defined as the executive and the non-executive Directors of Group nBt plc.
        2011 2010 
        £’000  £’000 
Directors’ emoluments        496 526
Share-based payments        74 49
pension costs        13 13
        583 588
emoluments of highest paid Director        283 284
Gain made on exercise of share options        — 1,305
Directors’ emoluments are detailed, by Director, in the Directors’ remuneration report on page 9, and this information includes the payments made to the personal 
pension scheme of the Directors.  notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 26
6 Finance income
        2011 2010 
        £’000  £’000 
Bank interest        89 69
other interest        19 12
        108 81
7 Finance expense
        2011 2010 
        £’000  £’000 
Bank loan interest payable        133 37
other interest payable        14 4
        147 41
8 Taxation
a) Analysis of tax expense
        2011 2010 
        £’000  £’000
CurreNT TAx
Current year tax        2,410 1,439
adjustment in respect of prior periods        (94) 78
total current tax expense         2,316 1,517
DeFerreD TAx
origination and reversal of temporary differences        (242) 297
adjustment in respect of prior period losses        (25) (148)
total deferred tax expense        (267) 149
total tax expense (note 8b)        2,049 1,666
b) Tax expense reconciliation
t he tax assessed for the period is lower than the standard rate of corporation tax in the uK. t he differences are explained below:
        2011 2010 
        £’000  £’000 
profit before taxation        7,238 7,187
profit before taxation multiplied by standard rate of corporation tax in the uK of 27.75% (2010: 28%)    2,008 2,012
eFFeCTS oF:
expenses not deductible for tax purposes        67 (45)
unrecognised losses arising in the year        89 322
losses recognised in the year        (54) (5)
overseas tax reliefs        — (535)
Difference in overseas tax rates        58 (13)
adjustment to prior year tax charge        (119) (70)
total tax expense (note 8a)        2,049 1,666 27 group NBT pLC annual report 2011
9 Dividends
        2011 2010 
        £’000  £’000 
Final paid of 2.8 pence (2010: 2.0 pence) per share – relating to previous year’s results     725 517
Interim paid of 1.68 pence (2010: 1.4 pence) per share       435 362
Dividends paid in the year        1,160 879
t he Board of Directors has proposed no final dividend as a result of the Cash offer (2010: 2.8 pence).
10 earnings per share
t he basic and diluted earnings per share for the year ended 30 June 2011 are based on the profit for the year attributable to ordinary shareholders of £5,189,000 
(2010: £5,521,000) and on the weighted average number of shares of 25,896,000 (2010: 25,705,000).
an adjusted earnings per share has also been presented in addition to the earnings per share and is based on earnings adjusted to eliminate the effects of amortisation 
expense, restructuring costs, acquisition related expenses and the unexpected financial loss, referred to in the cash flow section of the Chief executive’s review. 
It has been calculated to allow shareholders to gain a clearer understanding of the trading performance of the Group.
t he basis of the calculation of the basic and diluted profit per share is set out below:
        2011 2010 
        £’000  £’000 
profit attributable to ordinary shareholders        5,189 5,521
amortisation of intangible assets (net of tax)        958 716
restructuring costs (net of tax)        213 —
acquisition related expenses (net of tax)        398 —
Financial loss (net of tax)        236 —
profit attributable to ordinary shareholders before amortisation, restructuring, acquisition related costs and financial loss   6,994 6,237
Weighted average and adjusted weighted average number of ordinary shares:
        2011 2010 
        Number number 
        000s  000s 
Shares used for basic earnings per share        25,896 25,705
effect of dilutive share options        766 599
Shares used for diluted earnings per share        26,662 26,304
earnings per share:
     
 Basic  Diluted
      2011 2010 2011 2010 
      pence pence pence pence
earnings per share      20.04 21.48 19.46 20.99
amortisation of intangible assets (net of tax)      3.70 2.79 3.59 2.72
restructuring costs (net of tax)      0.82 — 0.80 —
acquisition related expenses (net of tax)      1.54 — 1.49 —
Financial loss (net of tax)      0.91 — 0.88 —
adjusted earnings per share      27.01 24.27 26.22 23.71
at 30 June 2011, there were nil (2010: 483,000) potentially dilutive share options which have not been included in the above calculation as they are not currently 
dilutive and therefore do not affect the diluted earnings per share shown above.  notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 28
11 goodwill and intangible assets
      Domain  other  
     Goodwill names technology intangibles total 
     £’000  £’000  £’000  £’000  £’000 
CoST
at 1 July 2010     27,523 31 1,188 3,533 32,275
acquisition of subsidiaries     9,563 — 1,366 4,012 14,941
Foreign exchange movements     2,719 — 155 600 3,474
AT 30 JuNe 2011     39,805 31 2,709 8,145 50,690
AMor TISATIoN
at 1 July 2010     — 7 653 2,473 3,133
provided in year     — 1 359 964 1,324
Foreign exchange movements     — — 52 260 312
AT 30 JuNe 2011     — 8 1,064 3,697 4,769
NeT BooK v ALue
AT 30 JuNe 2011     39,805 23 1,645 4,448 45,921
Cost
at 1 July 2009     28,598 31 1,215 3,678 33,522
adjustment to deferred consideration (note 18)     (137) — — — (137)
Foreign exchange movements     (938) — (27) (145) (1,110)
at 30 June 2010     27,523 31 1,188 3,533 32,275
amortisation
at 1 July 2009     — 5 466 1,843 2,314
provided in year     — 2 211 749 962
Foreign exchange movements     — — (24) (119) (143)
at 30 June 2010     — 7 653 2,473 3,133
net book value
at 30 June 2010     27,523 24 535 1,060 29,142
other intangibles include customer lists. 
goodwill impairment tests
During the year, goodwill was reviewed for impairment in accordance with the Group’s accounting policy. Goodwill was allocated to individual cash-generating 
units based on the Group’s operations and the carrying value of each unit is set out below: 
        2011 2010 
        £’000  £’000 
uK        8,753 8,753
other european countries:
Group nBt a/S – Denmark        20,818 18,770
Indom SaS – France        10,234 —
        39,805 27,523
t he recoverable amounts of the cash-generating units were determined from value-in-use calculations. t hese calculations were based on cash flow projections 
from approved budgets and forecasts, past performance and Directors’ expectations of future performance of the relevant cash-generating units which cover 
a five-year period. other key assumptions used in these calculations were the discount rate applied to future cash flows of 13% (2010: 13%) and a future perpetuity 
rate of 3% (2010: 3%). as a result of these tests, no impairment provisions are considered necessary. 29 group NBT pLC annual report 2011
12 property, plant and equipment
       Fixtures,   
      Computer fittings and leasehold  
      equipment equipment improvements total 
      £’000  £’000  £’000  £’000 
CoST
at 1 July 2010      9,983 792 418 11,193
acquisition of subsidiaries      — 299 — 299
additions      947 13 65 1,025
Disposals      (485) (104) — (589)
exchange differences      48 (12) 7 43
AT 30 JuNe 2011      10,493 988 490 11,971
DepreCIATIoN
at 1 July 2010      8,009 707 264 8,980
acquisition of subsidiaries      — 200 — 200
Disposals      (468) (103) — (571)
provided in year      1,294 74 85 1,453
exchange differences      31 (13) 8 26
AT 30 JuNe 2011      8,866 865 357 10,088
NeT BooK v ALue
AT 30 JuNe 2011      1,627 123 133 1,883
Cost
at 1 July 2009      7,599 2,031 410 10,040
additions      1,181 20 10 1,211
re-allocation      1,255 (1,255) — —
exchange differences      (52) (4) (2) (58)
at 30 June 2010      9,983 792 418 11,193
Depreciation
at 1 July 2009      6,322 970 216 7,508
provided in year      1,383 92 50 1,525
re-allocation      351 (351) — —
exchange differences      (47) (4) (2) (53)
at 30 June 2010      8,009 707 264 8,980
net book value
at 30 June 2010      1,974 85 154 2,213
t he re-allocation of fixed assets in the year to 30 June 2010 was to re-align the type of fixed asset to the appropriate category.  notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 30
13 Investments
all subsidiaries have been included in the consolidation. Details of the principal subsidiary undertakings at 30 June 2011 are as follows:
        Country of proportion 
        incorporation of voting 
        and operation equity held
netBenefit (uK) limited        uK 100%
netnames limited*        uK 100%
easily limited        uK 100%
netnames Inc.*        uSa 100%
eurl Group nBt France         France 100%
Group nBt a/S         Denmark 100%
ascio technologies Inc.*        uSa 100%
ascio technologies GmbH*        Germany 100%
Speednames aB*        Sweden 100%
Speednames GmbH*        Germany 100%
Speednames aS*        norway 100%
Speednames GmbH*        Switzerland 100%
Speednames technology Holding apS*        Denmark 100%
Speednames a/S*        Denmark 100%
envisional limited*        uK 100%
Indom SaS*        France 100%
* t hese investments are not held directly by the ultimate holding company. 
all of the above companies are involved in the provision of domain name, hosting, brand protection or other internet related services.
14 Trade and other receivables
        2011 2010 
        £’000  £’000 
trade receivables        4,666 3,170
other receivables        382 299
prepayments and accrued income        2,908 2,491
        7,956 5,960
all amounts shown under receivables fall due for payment within one year. t he fair values of trade and other receivables are the same as the book values as credit risk 
has been addressed as part of impairment provisioning and, due to the short-term nature of the amounts receivable, they are not subject to other ongoing fluctuations 
in market rates. 31 group NBT pLC annual report 2011
15 Deferred tax
Deferred tax has been calculated at 26% (2010: 28%) in respect of uK companies and at the appropriate rate for foreign subsidiary undertakings.
t he Group only recognises deferred tax assets to the extent that future taxable profits will be available to allow all or part of the asset to be recovered.
t he movement in the deferred tax account is shown below:
        2011 2010 
        £’000  £’000 
ASSeTS
at 1 July 2010        1,084 1,011
prior period adjustment        25 148
Movements taken to reserves        185 229
Foreign exchange movements        3 (7)
origination and reversal of temporary differences        115 (297)
AT 30 JuNe 2011        1,412 1,084
t his amount is represented by:
excess depreciation over capital allowances        587 478
Short-term temporary differences        194 234
Intangible assets        (194) (385)
tax deductible goodwill        212 354
unrelieved trading losses        216 212
Share option relief        397 191
AT 30 JuNe 2011         1,412 1,084
Deferred tax assets and liabilities have been netted off as the Directors believe the unwinding of the deferred tax liability to be at the same time and in the same 
jurisdiction as the deferred tax assets.
t he Group had potential deferred tax assets that were not recognised at 30 June 2011 as the timing of the relief could not be assessed with sufficient certainty 
and a proportion of the tax losses have yet to be agreed with the appropriate revenue authority. t he unrecognised amounts shown below are the gross temporary 
differences, not their value in tax terms.
        2011 2010 
        £’000  £’000 
excess depreciation over capital allowances        991 1,016
Short-term timing differences        258 337
unrelieved trading losses        10,232 9,329
        11,481 10,682
Deferred tax liability
        2011 2010 
        £’000  £’000 
LIABILITIeS
at 1 July 2010        — —
arising in respect of intangible assets recognised on acquisitions       (1,793) —
Foreign exchange movements        (120) —
origination and reversal of temporary differences        127 —
AT 30 JuNe 2011        (1,786) — notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 32
15 Deferred tax continued
Deferred tax (credited)/charged to the Consolidated Income Statement
        2011 2010 
        £’000  £’000 
excess depreciation over capital allowances        (109) (82)
Short-term temporary differences        40 103
unrelieved trading losses        37 (107)
tax deductible goodwill        125 128
Intangible assets        (366) (246)
Share option relief        6 353
        (267) 149
16 Trade and other payables
        2011 2010 
        £’000  £’000 
trade payables        1,348 1,384
other taxation and social security taxes        2,049 1,423
other payables        1,106 616
accruals and deferred income        11,720 8,925
        16,223 12,348
Settlement of trade and other payables is in accordance with our terms of trade established with our suppliers. t he fair values of trade and other payables are the 
same as the book values and, due to the short-term nature of the amounts payable, they are not subject to ongoing fluctuations in market rates.
17 Loans and borrowings
        2011 2010 
        £’000  £’000 
CurreNT : secured bank loan        2,874 983
NoN-CurreNT : secured bank loan        3,236 991
        6,110 1,974
Bank loan
on 16 January 2007, a five-year term bank loan of £5,000,000 was arranged and drawn down in connection with the acquisition of Group nBt a/S. on 14 December 2010, 
a three-year term bank loan of £4,500,000 was arranged and drawn down in connection with the acquisition of Indom SaS. t hese loans bear interest based on lIBor 
which for the year was at an average rate of 3.27% (2010: 1.60%) and are secured by a fixed and floating charge over the Group’s assets and will be repaid by equal 
amounts over the loan term. t he maturity of the bank loans are shown in note 19(iii).
In the above table, loans are stated net of unamortised issue costs of £71,800 (2010: £26,208). t he Group has charged to the Consolidated Income Statement issue 
costs of £33,250 (2010: £17,000) in respect of these facilities. t hese costs are allocated to the Consolidated Income Statement over the term of the facility at a constant 
rate on the carrying amount.
18 provision 
t he provision relates to a deferred contingent consideration arising in connection with the acquisition of envisional Solutions limited on 10 July 2007.
        2011 2010 
        £’000  £’000 
Balance 1 July 2010        — 284
amounts paid        — (147)
adjustment to deferred consideration        — (137)
BALANCe AT 30 JuNe 2011        — —
of the above amount which was based on achieving revenue targets, £147,000 has been earned and was paid in March 2010. t his was determined to be the final 
settlement of deferred contingent consideration in relation to the acquisition of envisional Solutions limited, therefore the remaining provision relating to the deferred 
contingent consideration was released during the year to 30 June 2010.  33 group NBT pLC annual report 2011
19 Financial instruments
t his note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
t here have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks 
or the methods used to measure them from previous periods unless otherwise stated in this note.
t he Group’s financial instruments at 30 June 2011 comprised trade and other receivables; cash and cash equivalents; loans and borrowings; and trade 
and other payables.
Fair value of financial instruments
all the Group’s financial instruments are carried at amortised cost.
t he Group believes that there is no material difference between the book and fair value of its financial instruments, in the current or prior year, due to the 
instruments bearing interest at floating rates or being of short-term nature.
general objectives, policies and procedures
t he Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate responsibility 
for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the 
executive Directors and senior management.
t he overall objective of the Board is to set policies that seek to reduce risk as far as possible, without unduly affecting the Group’s competitiveness and flexibility.
i) credit risk
Credit risk refers to the possibility that a financial loss will occur as a result of a customer’s inability to meet its financial obligations.
Credit risk arises principally from the Group’s trade and other receivables. potential customers are subjected to credit verification procedures before credit terms 
are granted. t he quality of existing debt which has not been provided for is considered to be collectable and procedures are in place to monitor trade receivables 
on an ongoing basis to minimise exposure to bad debts. t rade receivables are only written off once all methods of collection have been exhausted. 
t he maximum exposure to credit risk is the trade receivable balance at the year end. t he Group has no significant exposure to large or key customers.
loans and receivables are summarised as follows:
 t rade receivables  Cash and cash equivalents
      2011 2010 2011 2010 
      £’000  £’000  £’000  £’000 
up to 30 days      3,303 1,870 12,407 13,443
past due but not impaired:
30 to 90 days      1,359 1,179 — —
More than 90 days      1,019 800 — —
Gross      5,681 3,849 12,407 13,443
less: allowance for impairment      (1,015) (679) — —
net      4,666 3,170 12,407 13,443
Movements on the group provision for impairment of trade receivables are as follows:
        2011 2010 
        £’000  £’000 
opening balance        679 770
acquisition of subsidiary        335 —
Increase in provisions        456 39
Written-off amounts        (455) (130)
Closing balance        1,015 679
ii) Market risk
Market risk refers to fluctuations in interest rates and exchange rates.
a) interest risk
t he Group analyses the interest rate exposure on a quarterly basis and analyses the sensitivity of the net result for the year to a reasonable possible change in interest 
rates of +1% and -1%. t he impact on the income and net assets of a 1% change would be up to £63,000 (2010: £112,000). t he gain or loss potential is then compared 
to the limits determined by the Directors. notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 34
19 Financial instruments continued
general objectives, policies and procedures continued
ii) Market risk continued
b) currency risk
t he Group has overseas subsidiaries, which operate in Continental europe and the uSa. t heir activities and net assets are denominated in the functional currencies 
of the operating units. t he Group’s principal exposure to exchange rate fluctuations arises on translation of the overseas net assets and results into Sterling for accounting 
purposes. In addition the Group as a whole is exposed to transactions which give rise to foreign exchange risk. t he Group reviews its exposure on an ongoing basis. 
t he foreign currency monetary assets and liabilities are as follows: 
        other  
        european  
     Sterling uS Dollar euro currencies total 
     £’000 £’000 £’000 £’000 £’000 
AS AT 30 JuNe 2011
t rade and other receivables     1,263 344 2,740 701 5,048
Cash and cash equivalents     5,180 699 4,018 2,510 12,407
trade and other payables     (3,535) (1,775) (1,972) (2,597) (9,879)
Bank loans     (5,928) — (182) — (6,110)
     (3,020) (732) 4,604 614 1,466
as at 30 June 2010
t rade and other receivables     1,623 572 745 529 3,469
Cash and cash equivalents     5,940 240 1,799 5,464 13,443
trade and other payables     (3,437) (1,911) (1,081) (2,052) (8,481)
Bank loans     (1,974) — — — (1,974)
     2,152 (1,099) 1,463 3,941 6,457
t he Group’s currency exposures are in part minimised as natural hedging occurs through costs and revenues incurred in the same currency. t he exposures 
that arise give rise to net currency gains and losses which are recognised in the Consolidated Income Statement. Such exposures reflect the monetary assets 
and liabilities of the Group that are not denominated in the operating or functional currency of the operating unit involved. at 30 June 2011 and 30 June 2010, 
these exposures are immaterial to the Group.
If exchange rates had moved by +10% or -10% over and above the rates at the year end, the change in monetary assets and liabilities would be £449,000 (2010: £430,000).
iii) Liquidity risk
liquidity risk is the risk that the Group is unable to meet its payment obligations associated with its financial liabilities when they fall due and to replace funds when 
they are withdrawn.
t he Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably, by the 
use of medium-term and long-term facilities. at the balance sheet date all borrowing facilities were held with the Bank of Scotland. t he Group believes that there 
is a low likelihood on there being an immediate call on its liabilities. 
t he table below analyses the Group’s financial liabilities by remaining contractual maturities, at the balance sheet date, and financial assets which mitigate liquidity risk. 
t he amounts disclosed in the table are the contractual undiscounted cash flows.
      up to 3 3 to 12 1 to 5  
      months months years total 
      £’000 £’000  £’000 £’000 
AT 30 JuNe 2011
trade and other receivables      4,903 114 31 5,048
Cash and cash equivalents      12,407 — — 12,407
trade and other payables      (5,382) (3,957) (540) (9,879)
Bank loans      (1,419) (1,455) (3,236) (6,110)
loan interest      (12) (137) (48) (197)
      10,497 (5,435) (3,793) 1,269
at 30 June 2010
trade and other receivables      3,428 41 — 3,469
Cash and cash equivalents      13,443 — — 13,443
trade and other payables      (4,861) (3,037) (583) (8,481)
Bank loans      (492) (491) (991) (1,974)
loan interest      (1) (19) (5) (25)
      11,517 (3,506) (1,579) 6,432 35 group NBT pLC annual report 2011
19 Financial instruments continued
general objectives, policies and procedures continued
iv) capital
as described in note 1j, the Group considers capital to comprise its ordinary share capital, share premium and accumulated retained earnings. In managing its capital, 
the Group’s primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through a combination of capital growth and 
distributions. t he Group considers the appropriate type of funding according to its requirements.
20 Called up share capital
      2011 2010 2011 2010 
      Number number £’000  £’000 
AuThorISeD orDINAr Y ShAreS oF 1 peNCe eACh
at 1 July 2010 and 30 June 2011      40,000,000 40,000,000 400 400
ALLoTTeD, CALLeD up AND FuLLY p AID orDINAr Y ShAreS oF 1 peNCe eACh
at 1 July 2010      25,881,360 25,350,860 259 254
Share options exercised      102,000 530,500 1 5
at 30 June 2011      25,983,360 25,881,360 260 259
During the year, 102,000 shares (2010: 530,500) were issued following the exercise of share options at exercise prices ranging from £0.01 to £2.29 (2010: £0.01 
to £2.75), for a total consideration of £232,300 (2010: £293,065). all shares issued during the year have the same rights, preferences and restrictions as those 
relating to the ordinary shares still in issue.
reserves
t he following describes the nature and purpose of each reserve within capital and reserves:
reserve  Description and purpose
Share capital  amount subscribed for share capital at nominal value
Share premium   amount subscribed for share capital in excess of nominal value
Merger reserve  t he premium on shares issued where the Company has taken advantage of the merger relief provisions  
 on the acquisition of subsidiaries
other reserve  amounts arising from share-based payments charge on employee share options and in respect  
 of options issued in connection with acquisitions
Currency translation  Gains and losses arising on retranslating the net assets of overseas operations into Sterling
retained profit  Cumulative net gains and losses recognised in the Consolidated Income Statement
21 Share-based payments
t he Group has a number of employee schemes as shown below. as at the date of transition to IFrS all options granted after 7 november 2002 had vested 
and therefore were not required to be accounted for in accordance with IFrS 2 Share-based payments.
t he Group operates an enterprise Management Incentive plan (eMI), an Inland revenue approved Scheme, an unapproved Scheme and a long t erm Incentive plan (ltIp).
t he eMI plan is a HM revenue & Customs approved discretionary director and employee share option scheme. all options under this scheme have vested 
and no grants have been made since March 2007.
t he unapproved Scheme exists for grants to Directors and key management where the value of the options granted is in excess of the eMI scheme limits or where 
options cannot be granted under the eMI scheme. t here are no performance conditions attached to the grant of options save for the vesting periods. 
t he Group has no options outstanding under an HM revenue & Customs approved Scheme. no grants have been made under this scheme since September 2000.
t he details of outstanding share options over ordinary shares of the parent company are set out below. all option agreements are for a ten-year period. all of the 
options listed below had vested and were exercisable by 30 June 2011.
t he ltIp has been issued to certain Directors and senior employees. t he ltIp awards of ordinary shares of 1 pence each have a vesting period of three years from 
grant and will be released to the participants at the end of the vesting period for nil consideration, subject to their continued employment and to the achievement 
of performance targets related to growth in the Group’s earnings per share. notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 36
21 Share-based payments continued
enterprise Management Incentive plan
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
22 august 2003   0.01  2,500 — 2,500 — — —
7 april 2004   0.01  6,500 — 2,500 — 4,000 4,000
10 april 2006   1.30  38,610 — — — 38,610 38,610
26 March 2007   3.14  62,000 — — 18,000 44,000 44,000
    109,610 — 5,000 18,000 86,610 86,610
Weighted average exercise price (£)
2011:    2.23 — 0.01 3.14 2.17 2.17
2010:     0.63 — 0.25 — 2.23 2.23
t he weighted average share price at the date of exercise for the options exercised was £3.99 (2010: £3.14). t he total charge for the year relating to the scheme was 
nil (2010: nil).
unapproved Scheme
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
30 June 2003   0.25  105,000 — — — 105,000 105,000
10 april 2006   1.30  100,000 — — — 100,000 100,000
26 March 2007   3.14  218,000 — — 52,000 166,000 166,000
18 July 2007   3.03  200,000 — — 50,000 150,000 150,000
22 July 2008   2.29  275,000 — 75,000 — 200,000 200,000
    898,000 — 75,000 102,000 721,000 721,000
Weighted average exercise price (£)
2011:    2.31 — 2.29 3.08 2.20 2.20
2010:     2.31 — 2.29 — 2.31 2.31
t he weighted average share price at the date of exercise for the options exercised was £4.10 (2010: £2.94). t he total charge for the year relating to the scheme was 
nil (2010: nil). 
Approved Scheme
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
18 September 2000   4.55  2,708  — — 2,708 — —
Long Term Incentive plan
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
6 november 2009   —  150,775 — — 3,368 147,407 —
t he total charge for the year relating to the plan was £142,000 (2010: £98,000). 37 group NBT pLC annual report 2011
21 Share-based payments continued
Long Term Incentive plan continued
t he fair value of the options granted under the unapproved scheme during the current and prior year was calculated using the Black-Scholes model as follows: 
 options issued in year
        2011 2010
Share price         — —
expected life (years)        — —
Strike price         — —
Volatility        — —
Dividend yield        — —
risk free interest rate        — —
Fair value of each option at measurement date        — —
t he volatility assumption is based upon a statistical analysis of daily share prices over a period of between two and three years. t he expected life of options is based 
on historical data and is not necessarily indicative of exercise patterns that may occur.
Directors’ share options are set out in the Directors’ remuneration report and total 612,610 (2010: 612,610).
t he fair value of the ltIp s awarded during the current year was calculated using the Black-Scholes model as follows:
 ltIp s awarded in year
        2011 2010
Share price         — £3.04
expected life (years)        — 3.00
Strike price         — £0.00
Volatility        — n/a
Dividend yield        — 1.2%
risk free interest rate        — n/a
Fair value of each option at measurement date        — £2.93
Directors’ shares are set out in the Directors’ remuneration report and total 75,914 (2010: 75,914).
other share-based payments
t he Group committed to grant 1,000,000 options at an exercise price of £2.75 per share, vesting immediately and exercisable over a five-year term, on 16 January 2007 
as part of the consideration in connection with the acquisition of Group nBt a/S. t he total fair value of these options, £423,000, was calculated using the Black-Scholes 
model and was included as part of the cost of investment. at 30 June 2011, 882,000 (2010: 918,000) options were in existence. During the year 22,000 (2010: 24,000) 
options were exercised at £2.75 (2010: £2.75) with a total consideration of £60,500 (2010: £66,000). a further 14,000 (2010: 2,000) options lapsed during the year.
22 operating lease commitments
at 30 June 2011 the Group had the following operating lease commitments:
        2011 2010 
        £’000  £’000 
LAND AND BuILDINgS
In one year or less        1,377 985
Between one and five years        3,298 1,654
        4,675 2,639
oTher
In one year or less        31 24
Between one and five years        15 11
        46 35 notes to the consolidated financial statements ContInueD
group NBT pLC annual report 2011 38
23 Contingent liabilities
at 30 June 2011, the Group had contingent liabilities in respect of the following:
 standby letters of credit and credit guarantees to domain name registries of £9,000 (2010: £46,000); and
 bank guarantee covering deductions of tax for employees in norway of £29,000 (2010: £26,000).
24 Cash and cash equivalents
       Cash Cash on  
       available treasury  
       on demand deposit total 
       £’000  £’000 £’000
at 1 July 2010       13,242 201 13,443
Cash flow       (4,934) 3,898 (1,036)
AT 30 JuNe 2011       8,308 4,099 12,407
Cash on treasury deposit is held for periods up to six weeks.
25 related parties
all transactions with subsidiary undertakings have been eliminated on consolidation. t here are no transactions with external related parties. Key management personnel 
remuneration is disclosed in note 5.
26 Acquisition during the period
on 14 December 2010 the Group acquired 100% of the voting share capital Indom SaS (formerly Indom Sa) for a cash consideration of £14,170,000 (¬16,882,000). 
Indom SaS had £2,183,000 (¬2,600,000) of net cash balances at acquisition. t he consideration paid is subject to agreement on the working capital position prior to the 
acquisition and could result in a reduction of the cash consideration paid of up to £630,000 (¬700,000). as these discussions are ongoing no adjustment has been 
made to the fair value of the consideration paid. 
Indom is based in paris and is a provider of domain name management services in France. It provides services similar to Group nBt’s netnames p latinum Service and 
has a customer list comprising many of France’s largest companies including half of the CaC 40. Indom was formed in 1999 and works exclusively in the French market. 
Indom provides scale in an important part of the european market and helps cement our position in this market.
t he details of the fair value of the assets and liabilities acquired, purchase consideration and the goodwill arising at the date of acquisition, all of which were translated 
to Sterling from euro at an exchange rate of £1/¬1.1914, are set out below:
       Book value of Fair value  
       assets acquired adjustments Fair value 
       £’000 £’000 £’000
Intangible fixed assets       972 4,406 5,378
tangible fixed assets       99 — 99
Current assets       1,710 —  1,710
Cash at bank       2,183 —  2,183
Current liabilities       (2,857) —  (2,857)
long-term liabilities       (113) —  (113)
Deferred tax       — (1,793) (1,793)
       1,994 2,613 4,607
Goodwill         9,563
CoNSIDerATIoN           14,170
Satisfied by: cash consideration         14,170
effects on Group cash flow:
Cash consideration         14,170
Cash balances on acquisition         (2,183)
NeT CASh ouTFLoW           11,987
t he fair value adjustment is in respect of intangible assets acquired and resulted in the following assets being recognised: customer lists valued at £3,977,000, 
technology valued at £1,366,000 and non-compete agreements valued at £35,000. 
Goodwill represents the Indom SaS’ position in the French corporate domain name market and the expected revenue and costs synergies arising from combining 
the French business within the enlarged Group. t he goodwill recognised is not deductible for tax purposes.
Current assets at acquisition included trade receivables with a book and fair value of £1,572,000 representing contractual receivables of £1,907,000. Whilst every 
effort will be made to collect all contractual receivables, it is estimated that based on current information £335,000 is unlikely to be recovered.
t ransaction costs of £398,000 were incurred, comprising mainly of professional fees, which have been charged to the Consolidated Income Statement within 
operating expenses. 39 group NBT pLC annual report 2011
26 Acquisition during the period continued
t he results of Indom SaS for the post acquisition period to 30 June 2011 together with the last full year’s unaudited results are set out below:
        15 Dec  
        2010 unaudited 
        to Year ended  
        30 June 31 Dec 
        2011 2010 
        £’000 £’000
revenue         3,764 6,589
Gross profit        3,059 5,289
underlying*** operating profit         688 1,023
net finance income        23 38 
underlying*** profit before tax        711 1,061
restructuring costs        (186) —
employment termination settlement        — (302)
Doubtful debt provision        — (344)
Deferred income adjustment relating to prior years (net of tax)       — (684)
profit/(loss) before tax and amortisation per local Gaap statutory accounts      525 (269)
*** t he underlying profit measures exclude:
 amortisation of capitalised software in the local entity’s financial statements;
 restructuring costs relating to It expenditure in connection with systems integration and the cost of abandoning existing projects;
 employment termination costs;
 one-off increase in provisions for doubtful debts; and
 one-off change from correction in revenue recognition accounting policy.
Had Indom SaS’ results been included in the Group results from July 2010, Group revenue would have increased by approximately £2,872,000 and Group 
underlying*** profit before tax by £483,000.
27 post balance sheet events
on 23 September 2011 a recommended Cash offer was made for the entire existing issued and to be issued ordinary share capital of Group nBt plc at a price 
of 550 pence per share. t he offer was made by newton Bidco limited, an investment vehicle owned indirectly by certain funds managed by HgCapital llp , and 
is to be to be effected by means of a Scheme of arrangement under p art 26 of the Companies act 2006. t he Cash offer will be put to Group nBt plc’s shareholders 
at the forthcoming court and general meetings. group NBT pLC annual report 2011 40
company balance sheet 
aS a t 30 June 2011
        2011 2010 
       notes £’000  £’000 
FIxeD ASSeTS
tangible assets       6 724 1,072
Investments       7 35,165 26,779
        35,889 27,851
CurreNT ASSeTS
Debtors       8 13,524 2,184
Cash at bank and in hand        5,561 6,568
        19,085 8,752
CreDITorS: AMouNTS FALLINg Due WIThIN oNe YeAr      10 (23,375) (13,070)
NeT CurreNT LIABILITIeS        (4,290) (4,318)
ToTAL ASSeTS LeSS CurreNT LIABILITIeS        31,599 23,533
CreDITorS: AMouNTS FALLINg Due AFTer More ThAN oNe YeAr     11 (3,175) (991)
NeT ASSeTS        28,424 22,542
CApITAL AND reServeS
Called up share capital       13 260 259
Share premium account       15 4,055 3,824
Merger reserve       15 12,098 12,098
other reserve       15 1,266 1,124
profit and loss account       15 10,745 5,237
ShArehoLDerS’ FuNDS       16 28,424 22,542
t hese financial statements were approved by the Board of Directors and authorised for issue on 25 october 2011.
Signed on behalf of the Board of Directors
geoff Wicks
Chief executive officer
t he notes on pages 41 to 48 form part of these Financial Statements. 41 group NBT pLC annual report 2011
1 Accounting policies
Basis of preparation
t hese Financial Statements present financial information for Group nBt plc as a separate entity, and have been prepared in accordance with the historical cost 
convention, the Companies act 2006 and united Kingdom accounting Standards (uK Generally accepted accounting p ractice). t he Company’s Consolidated 
Financial Statements, prepared in accordance with IFrSs as adopted by the european union, are separately presented. t he principal accounting policies adopted 
in these Company Financial Statements are set out below and, unless otherwise indicated, have been consistently applied for all periods presented.
In accordance with FrS 18 accounting p olicies, the Directors have reviewed the accounting policies of the Company as set out below and consider them to be appropriate. 
t he principal accounting policies are:
Share-based payments
When shares and share options are granted to employees a charge is made to the profit and loss account and a reserve created in capital and reserves to record the 
fair value of the awards at the date of grant in accordance with FrS 20 Share-Based p ayment. t his charge is spread over the vesting period. When shares and share 
options are granted to employees of subsidiary companies, the fair value of the awards is treated as a capital contribution, increasing the cost of the investment and 
spread over the period of performance relating to the grant. t he corresponding entry is made in reserves.
revenue
revenue is the total amount receivable by the Company for management and other services provided to other Group companies, excluding V at , and is recognised 
on performance of these services. 
Tangible fixed assets
Depreciation is provided on tangible fixed assets at the rates calculated to write off the cost of each asset evenly over its expected useful life as follows:
 computer equipment  – 2 to 4 years
 fixtures, fittings and equipment  – 3 years
 leasehold improvements   – over the period of the lease
Investments 
Investments held as fixed assets are stated at cost less any provision for impairment in value. Where applicable, the Company takes advantage of merger relief, 
recording the investment in the Company’s balance sheet at the fair value of the shares issued, with any premium included within the merger reserve.
Impairment of fixed assets
t he need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the asset against the higher of its net realisable value 
and value-in-use.
pension costs
Contributions to the Company personal pension scheme are charged to the profit and loss account in the period in which they become payable. t he Company 
does not operate any defined benefit pension plans.
Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have originated but not reversed by the balance sheet date except the recognition of deferred tax is 
limited to the extent that the Company anticipates to make sufficient taxable profits in the future to absorb the reversal of underlying timing differences. Deferred tax 
liabilities and assets are not discounted.
equity dividends
Final dividends are recognised in the Company’s financial statements in the period in which the dividends are approved by shareholders. Interim equity dividends 
are recognised in the period they are paid.
2 result for the financial year
t he Company has taken advantage of Section 408 of the Companies act 2006 and has not included its own profit and loss account in these financial statements. 
t he Company profit for the year ended 30 June 2011 under uK Gaap was £6,668,000 (2010: profit £181,000).
Fees paid to BDo llp and its associates for audit and other services to the Company itself are not disclosed in the individual accounts of Group nBt plc because 
the Company’s consolidated accounts are required to disclose such fees on a consolidated basis.
notes to the company financial statements For tHe Y ear enDeD 30 June 2011 notes to the company financial statements ContInueD
group NBT pLC annual report 2011 42
3 Information regarding employees
Staff costs (including Directors’ emoluments) incurred in the year were as follows:
        2011 2010 
        £’000  £’000 
Wages and salaries        7,062 6,821
Social security costs        761 753
Share-based payments        142 98
pension costs        120 113
        8,085 7,785
Staff costs for the uK based employees, except those for employed by envisional limited, are shown above. appropriate recharges are made to the uK subsidiary 
undertakings to reflect staff costs incurred by those undertakings.
4 Directors
t he remuneration of Directors is set out below:
        2011 2010 
        £’000  £’000 
Directors’ emoluments        496 526
Share-based payments        74 49
pension costs        13 13
        583 588
emoluments of highest paid Director        283 284
Gain made on exercise of share options        — 1,305
Directors’ emoluments are detailed, by Director, in the Directors’ remuneration report on page 9 and this information includes the payments made to the personal 
pension scheme of the Directors. 
5 Dividends
        2011 2010 
        £’000  £’000 
Final paid of 2.8 pence (2010: 2.0 pence) per share – relating to previous year’s results     725 517
Interim paid of 1.68 pence (2010: 1.4 pence) per share       435 362
Dividends paid in the year        1,160 879
t he Board of Directors has proposed no final dividend as a result of the Cash offer (2010: 2.8 pence).
6 Tangible fixed assets
       Fixtures,   
       fittings   
      Computer and leasehold  
      equipment equipment improvements total 
      £’000 £’000 £’000 £’000
CoST
at 1 July 2010      2,326 300 152 2,778
additions      144 2 65 211
AT 30 JuNe 2011      2,470 302 217 2,989
DepreCIATIoN
at 1 July 2010      1,341 275 90 1,706
provided during year      473 20 66 559
AT 30 JuNe 2011      1,814 295 156 2,265
NeT BooK v ALue
AT 30 JuNe 2011      656 7 61 724
at 30 June 2010      985 25 62 1,072 43 group NBT pLC annual report 2011
7 Investments
         Shares in  
         subsidiary  
         undertakings  
         £’000 
CoST
at 1 July 2010         47,323
acquisition of subsidiary         8,386
AT 30 JuNe 2011         55,709
provISIoN
AT 1 JuLY 2010 AND 30 JuNe 2011         20,544
NeT BooK v ALue
AT 30 JuNe 2011         35,165
at 30 June 2010         26,779
Details of the principal subsidiary undertakings at 30 June 2011 are as follows:
        Country of proportion 
        incorporation of voting 
        and operation equity held
netBenefit (uK) limited        uK 100%
netnames limited*        uK 100%
easily limited        uK 100%
netnames Inc.*        uSa 100%
eurl Group nBt France         France 100%
Group nBt a/S        Denmark 100%
ascio technologies Inc.*        uSa 100%
ascio technologies GmbH*        Germany 100%
Speednames aB*        Sweden 100%
Speednames GmbH*        Germany 100%
Speednames aS*        norway 100%
Speednames GmbH*        Switzerland 100%
Speednames technology Holding apS*        Denmark 100%
Speednames a/S*        Denmark 100%
envisional limited*        uK 100%
Indom SaS*        France 100%
* t hese investments are not held directly by the ultimate holding company.
all of the above companies are involved in the provision of domain name, hosting, brand protection or other internet related services.
8 Debtors: amounts falling due within one year
        2011 2010 
        £’000  £’000 
amounts owed by Group undertakings        12,827 1,418
Deferred tax asset (note 9)        101 63
other receivables        316 409
prepayments and accrued income        280 294
        13,524 2,184
t he carrying amount of trade and other receivables approximates to their fair value. all amounts shown under receivables fall due for payment within one year. notes to the company financial statements ContInueD
group NBT pLC annual report 2011 44
9 Deferred tax asset
t he Company has recognised deferred tax assets to the extent that they are expected to be relieved by future taxable profits. t he assessment of the recognised 
deferred tax assets has been made with reference to all available evidence including budgets and forecasts. t he recognised deferred tax assets are as follows:
        2011 2010 
        £’000  £’000 
at 1 July 2010        63 52
prior period adjustment        27 18
Charge/(credit) to profit and loss account        11 (7)
AT 30 JuNe 2011        101 63
t his amount is represented by:
excess depreciation over capital allowances        98 55
Short-term timing differences        3 8
AT 30 JuNe 2011        101 63
t he Company had potential deferred tax assets of £228,000 (2010: £206,000) that were not recognised at 30 June 2011 as the timing of the relief could not be 
assessed with sufficient certainty and a proportion of the tax losses has yet to be agreed with the uK revenue authority:
        2011 2010 
        £’000  £’000 
Short-term timing differences        219 197
unrelieved trading losses        8 9
        227 206
10 Creditors: amounts falling due within one year
        2011 2010 
        £’000  £’000 
Bank loan        2,753 983
trade payables        169 328
amounts owed to Group undertakings        18,611 10,435
other taxation and social security        369 300
other creditors        300 255
accruals and deferred income        1,173 769
        23,375 13,070
t he carrying amount of trade and other payables approximates to their fair value. Settlement of trade and other payables is in accordance with our terms of trade 
established with our suppliers.
11 Creditors: amounts falling due after more than a year
        2011 2010 
        £’000  £’000 
Bank loan        3,175 991
on 16 January 2007, a five-year term bank loan of £5,000,000 was arranged for the acquisition of Group nBt a/S. t he loan is secured by a fixed and floating charge 
over the Group’s assets and will be repaid by equal amounts over the loan term.
on 14 December 2010, a three-year term bank loan of £4,500,000 was arranged for the acquisition of Indom SaS. t he loan is secured by a fixed and floating charge 
over the Group’s assets and will be repaid by equal amounts over the loan term. 45 group NBT pLC annual report 2011
12 provisions 
Deferred contingent consideration:
        2011 2010 
        £’000  £’000 
at 1 July 2010        — 284
amounts paid on acquisition of subsidiary        — (147)
adjustment to deferred consideration        — (137)
AT 30 JuNe 2011        — —
of the above amount which was based on achieving revenue targets, £147,000 has been earned and was paid in March 2010. t his was determined to be the final 
settlement of deferred contingent consideration in relation to the acquisition of envisional Solutions limited, therefore the remaining provision relating to the deferred 
contingent consideration was released during the year to 30 June 2010.
13 Called up share capital
      2011 2010 2011 2010 
      Number number £’000  £’000 
ALLoTTeD, CALLeD up AND FuLLY p AID orDINAr Y ShAreS oF 1 peNCe eACh
at 1 July 2010      25,881,360 25,350,860 259 254
Share options exercised      102,000 530,500 1 5
AT 30 JuNe 2011      25,983,360 25,881,360 260 259
During the year, 102,000 shares (2010: 530,500) were issued following the exercise of share options at exercise prices ranging from £0.01 to £2.29 (2010: £0.01 
to £2.75), for a total consideration of £232,300 (2010: £293,065).
14 Share-based payments
t he Company has a number of employee schemes as shown below and options were granted both before and after 7 november 2002, the applicable date from 
which FrS 20 Share-based payments became effective. as at 30 June 2005 all options granted after 7 november 2002 had vested and therefore were not required 
to be accounted for in accordance with FrS 20.
t he Company operates an enterprise Management Incentive plan (eMI), an Inland revenue approved Scheme, an unapproved Scheme and a long t erm 
Incentive plan (ltIp).
t he eMI plan is a HM revenue & Customs approved discretionary director and employee share option scheme. all options under this scheme have vested and no 
grants have been made since March 2007.
t he unapproved Scheme exists for grants to Directors and key management where the value of the options granted is in excess of the eMI scheme limits or where 
options cannot be granted under the eMI scheme. t here are no performance conditions attached to the grant of options save for the vesting periods. 
t he Company has no options outstanding under an HM revenue & Customs approved Scheme. no grants have been made under this scheme since September 2000.
t he details of outstanding share options over ordinary shares of the parent company are set out below. all option agreements are for a ten-year period. all of the options 
listed below had vested and were exercisable by 30 June 2011.
t he ltIp has been issued to certain Directors and senior employees. t he ltIp awards of ordinary shares of 1 pence each have a vesting period of three years from 
grant and will be released to the participants at the end of the vesting period for nil consideration, subject to their continued employment and to the achievement 
of performance targets related to growth in the Group’s earnings per share.
enterprise Management Incentive plan
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
22 august 2003   0.01  2,500 — 2,500 — — —
7 april 2004   0.01  6,500 — 2,500 — 4,000 4,000
10 april 2006   1.30  38,610 — — — 38,610 38,610
26 March 2007   3.14  62,000 — — 18,000 44,000 44,000
    109,610 — 5,000 18,000 86,610 86,610
Weighted average exercise price (£)
2011:    2.23 — 0.01 3.14 2.17 2.17
2010:     0.63 — 0.25 — 2.23 2.23
t he weighted average share price at the date of exercise for the options exercised was £3.99 (2010: £3.14). t he total charge for the year relating to the scheme 
was nil (2010: nil). notes to the company financial statements ContInueD
group NBT pLC annual report 2011 46
14 Share-based payments continued
unapproved Scheme
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
30 June 2003   0.25  105,000 — — — 105,000 105,000
10 april 2006   1.30  100,000 — — — 100,000 100,000
26 March 2007   3.14  218,000 — — 52,000 166,000 166,000
18 July 2007   3.03  200,000 — — 50,000 150,000 150,000
22 July 2008   2.29  275,000 — 75,000 — 200,000 200,000
    898,000 — 75,000 102,000 721,000 721,000
Weighted average exercise price (£)
2011:    2.31 — 2.29 3.08 2.20 2.20
2010:     2.31 — 2.29 — 2.31 2.31
t he weighted average share price at the date of exercise for the options exercised was £4.10 (2010: £2.94). t he total charge for the year relating to the scheme 
was nil (2010: nil).
Approved Scheme
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
18 September 2000   4.55 2,708 — — 2,708 — —
Long Term Incentive plan
    at    At At 
   exercise 1 July    30 June 30 June 
   price 2010    2011 2011 
Date granted   £ outstanding Granted exercised lapsed outstanding exercisable
6 november 2009   —  150,775 — — 3,368 147,407 —
t he total charge for the year relating to the plan was £142,000 (2010: £98,000).
t he fair value of the options granted under the unapproved scheme during the current and prior year was calculated using the Black-Scholes model as follows:
 options issued in year
        2011 2010
Share price         — —
expected life (years)        — —
Strike price         — —
Volatility        — —
Dividend yield        — —
risk free interest rate        — —
Fair value of each option at measurement date        — —
t he volatility assumption is based upon a statistical analysis of daily share prices over a period of between two and three years. t he expected life of options is based 
on historical data and is not necessarily indicative of exercise patterns that may occur.
Directors’ share options are set out in the Directors’ remuneration report and total 612,610 (2010: 612,610). 47 group NBT pLC annual report 2011
14 Share-based payments continued
Long Term Incentive plan continued
t he fair value of the ltIp s awarded in the current year was calculated using the Black-Scholes model as follows:
 ltIp s awarded in year
        2011 2010
Share price         — £3.04
expected life (years)        — 3.00
Strike price         — £0.00
Volatility        — n/a
Dividend yield        — 1.2%
risk free interest rate        — n/a
Fair value of each option at measurement date        — £2.93
Directors’ shares are set out in the Directors’ remuneration report and total 75,914 (2010: 75,914).
other share-based payments
t he Company committed to grant 1,000,000 options at an exercise price of £2.75 per share, vesting immediately and exercisable over a five-year term, on 
16 January 2007 as part of the consideration in connection with the acquisition of Group nBt a/S. t he total fair value of these options, £423,000, was calculated 
using the Black-Scholes model and was included as part of the cost of investment. at 30 June 2011, 882,000 (2010: 918,000) options were in existence. During the 
year 22,000 (2010: 24,000) options were exercised at £2.75 (2010: £2.75) with a total consideration of £60,500 (2010: £66,000). a further 14,000 (2010: 2,000) 
options lapsed during the year.
15 Statement of movements on reserves
     Share  Share  Merger  other  p rofit and loss  
     capital  premium  reserve  reserve account  
     £’000  £’000  £’000  £’000  £’000 
at 1 July 2010     259 3,824 12,098 1,124 5,237
Issue of shares     1 231 — — —
FrS 20 Share-based payment charge     — — — 142 —
Dividends     — — — — (1,160)
retained profit for the financial year     — — — — 6,668
AT 30 JuNe 2011     260 4,055 12,098 1,266 10,745
16 reconciliation of movements in shareholders’ funds
        2011 2010 
        £’000  £’000 
retained profit for the financial year        6,668 181
Dividends        (1,160) (815)
        5,508 (634)
new share capital subscribed        1 5
Share premium on issued shares        231 288
FrS 20 Share-based payment charge        142 98
net increase/(decrease) to shareholders’ funds        5,882 (243)
opening shareholders’ funds        22,542 22,785
Closing shareholders’ funds        28,424 22,542 notes to the company financial statements ContInueD
group NBT pLC annual report 2011 48
17 operating lease commitments
at 30 June 2011 the Company was committed to making the following minimum payments during the next financial year in respect of operating leases:
Land and buildings
operating leases which expire:
        2011 2010 
        £’000  £’000 
In two to five years        376 376
 
18 related parties
t he Company has taken advantage of FrS 8 related p arty Disclosures in not disclosing transactions with Group undertakings as 100% of its shares are controlled 
within the Group which is headed by Group nBt plc. t here are no transactions with external related parties.
19 post balance sheet events
on 23 September 2011 a recommended Cash offer was made for the entire existing issued and to be issued ordinary share capital of Group nBt plc at a price 
of 550 pence per share. t he offer was made by newton Bidco limited, an investment vehicle owned indirectly by certain funds managed by HgCapital llp , and is 
to be to be effected by means of a Scheme of arrangement under p art 26 of the Companies act 2006. t he Cash offer will be put to Group nBt plc’s shareholders 
at the forthcoming court and general meetings. officers and advisers
Directors
Richard Madden
Non-executive Chairman
Geoff Wicks
Chief Executive Officer
Raj Nagevadia
Finance Director
Keith Young
Non-executive
Claus Andersen
Non-executive
Martin Bellamy
Non-executive
Secretary
Raj Nagevadia
Registered and head office
3rd Floor 
Prospero House 
241 Borough High Street 
London SE1 1GA
Company number
3709856
Registrars
Capita Registrars Limited
Northern House 
Woodsome Park 
Fenay Bridge 
Huddersfield 
West Yorkshire HD8 0LA
Bankers
Bank of Scotland plc
25 Gresham Street 
London EC2V 7HN
Solicitors
Boodle Hatfield
89 New Bond Street  
London W1S 1DA
Financial advisers
Numis Securities Limited
10 Paternoster Square 
London EC4M 7LT
Stockbrokers
Numis Securities Limited
10 Paternoster Square 
London EC4M 7LT
Auditors
BDO LLP
55 Baker Street 
London W1U 7EU
GrouP nbt offices
United Kingdom
London
3rd Floor 
Prospero House 
241 Borough High Street 
London SE1 1GA
Cambridge
Betjeman House 
104 Hills Road 
Cambridge CB2 1LQ
Sweden
Master Samuelsgatan 60 
8th floor 
Stockholm 111 21
USA
13th Floor 
55 Broad Street 
New York NY 10004–3715
France
Nice
Green Side BP 296 
400 Avenue Roumanille 
06906 Sophia Antipolis Cedex
Paris
124–126, rue de Provence 
75008 Paris
Germany
4. OG, Nord 
Landshuter Allee 12–14 
80637 München
Denmark
Arne Jacobsens Allé 15 
2300 Copenhagen S  
Denmark
Norway
C J Hambros Plass 2c 
2 estasje 
0164 Oslo 
Switzerland
Staffelstrasse 10 
CH–8045 Zürich Group NBT plc
3rd Floor
Prospero House
241 Borough High Street
London SE1 1GA
Tel: +44 (0) 207 015 9200
Fax: +44 (0) 870 458 9506
visit us online at www.groupnbt.com