Do you see what we see?
Ubiquity Software Corporation PLC
Annual report and financial statements 2005
UK Office
Eastern Business Park
Building 3
Wern Fawr Lane
St Mellons
Cardiff CF3 5EA
T:  +44 (0) 29 2081 7500
F:  +44 (0) 29 2081 7501
US Office
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Canada Office
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Ottawa
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Japan Office
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In the Americas
T: +1 888 830 5477
T: +1 650 413 7125
Ubiquity Software Corporation PLC  Annual report and financial statements 2005 Ubiquity Software develops and markets 
SIP-based communications software  
for fixed and mobile Service Providers, 
System Integrators, Independent Software 
Vendors and OEM partners worldwide.
01	 Highlights
02	 Ubiquity 	 at	 a	 glance
Annual report and financial statements
04	 Chairman’ s 	 statement
06	 Chief 	 Executive’ s	 statement	 10	 Chief 	 Financial	 Officer’ s	 statement
12	 Board 	 of	 Directors
13	 Directors’ 	 report
15	 Corporate 	 governance	 statement	 17	 Directors’ 	 remuneration	 report
21	 Statement 	 of	 Directors’	 responsibilities
22	 Independent 	 Auditors’	 report
24	 Consolidated 	 profit	 and	 loss	 account
25	 Combined 	 statement	 of	 movement	 in	 shareholders’	 funds	 and	 reconciliation	 	 of	 movements	 on	 reserves
26	 Consolidated 	 balance	 sheet
27	 Company 	 balance	 sheet
28	 Consolidated 	 cash	 flow	 statement
29	 Notes 	 to	 the	 financial	 statements
42	 Company 	 information
43	 Financial 	 calendar
©	2006	Ubiquity	Software	Corporation	plc.	All	rights	reserved.		Ubiquity	is	a	 registered	trademark	of	Ubiquity	Software	Corporation	plc.	All	other	products,	 company	names,	logos,	and	services	are	the	trademarks	of	the	respective	holders. Ubiquity Software Corporation PLC  20 million
>
Highlights
3 billion
>
 In 2005, contracts signed with Bell Canada 
and two Tier-1 US Carriers. Since year-end 
two further contracts with Tier-1 global 
Carriers won via our partners
 Network Equipment Vendor agreements 
signed in 2005 include HP , Nokia and 
Huawei. Since year-end agreement signed 
with Lucent and integration completed with 
Microsoft Connected Services Framework
n
n
 Since the 2005 year-end, signed a contract 
with Tier-1 UK carrier for the supply of 
Ubiquity’s SIP Application Server
 Chris Burke former CTO of Vodafone UK 
joined the Board as Non-Executive 
Chairman. David Seibel former Chairman  
of Accenture Canada appointed as a  
Non-Executive Director and as Chairman  
of the Audit Committee
n
n
Only 20 million have 
switched to Voice over 
Internet Protocol.
In the world today, there are  
3 billion telephone users. 
Gatner Group 2005 
Gatner Group 2005   Ubiquity Software Corporation PLC 
Ubiquity SIP 
Application Server
The Telecoms 
Industry
Market
Opportunity
The hundred year old 
telecommunications industry is 
undergoing a fundamental and 
highly disruptive transition. 
Antiquated, voice-centric, “circuit-
switched” networks are giving way 
to digital, Internet Protocol (IP) 
based packet networks that 
enable the swift, efficient delivery 
of voice, video and data services 
in a ubiquitous manner to end 
users, anytime and anywhere. This 
is reshaping the industry’s overall 
structure, and opening the door 
to a new set of companies that 
bring an Internet-centric approach 
to delivering innovation within 
the $2.1 trillion worldwide 
telecommunications industry.
Ubiquity’s award-winning  
SIP Application Server (SIP A/S)  
is a Java-based software platform 
that allows telecom Service 
Providers to develop and deploy 
next-generation converged 
communications services faster 
and more easily than using 
traditional methods.
SIP A/S brings the distributed, 
open application development 
model of the Internet to 
telecommunications. This 
maximizes the ability of an 
application developer to reuse 
features and components from 
one service offering to another 
using open, familiar application 
programming interfaces (APIs). 
Migrating Internet development 
practices to the telecoms industry 
enables Service Providers and 
applications developers to create 
and rapidly deploy different 
SIP-based applications across 
fixed and mobile networks.
The Yankee Group forecasts  
the market for telecom-grade,  
SIP-based Application Servers will 
reach $4.7 billion by 2009, as they 
are deployed for a myriad of 
enhanced IP services, as well as  
for service mediation and other 
application routing functions within 
the IP network. Yankee Group also 
believes the opportunity for  
SIP-based Application Servers will 
be fully exploited by the advent of 
IP Multimedia Subsystems within 
carrier IP core networks as well as 
the emergence of robust Service 
Delivery Platforms within Service 
Provider’ s networks.
Ubiquity Software develops and markets 
SIP-based communications software for 
fixed and mobile Service Providers, System 
Integrators, Independent Software 
Vendors and OEM partners worldwide.
Ubiquity at a glance  Ubiquity Software Corporation PLC
Our Partners
n Apertio
n Brooktrout
n Convedia
n HP
n Huawei
n Microsoft
n Lucent
n Motorola
n Movial
n NEC
n NewHeights
n  Newport 
Networks
n Nokia
n Nortel
n Qualphone
n Siemens
n Sun
n WebDialogs
performance 
& scalability Ubiquity Software Corporation PLC Annual report and financial statements 2005  Ubiquity Software Corporation PLC Annual report and financial statements 2005
I became the Chairman of 
Ubiquity in May 2005 timed with 
the Company’s flotation on AIM. 
Having spent the last 22 years in 
the telecommunications industry 
in roles ranging from Research  
and Development through to 
Chief Technology Officer of both 
a fixed line and mobile operator,  
I feel adequately grounded  
to comment on the evolution  
of technology in the 
telecommunications industry.  
It is my belief that Ubiquity is 
uniquely positioned to take 
advantage of the next round  
of fundamental changes in the 
telecommunications industry. 
These changes are generally 
characterised as the convergence 
of information technology and 
telecommunications technology. 
This convergence will result in 
large open standard information 
technology-based architectures, 
products and services which  
were previously dominated  
by proprietary and expensive 
technology solutions. Industry 
analysts project this spend to be 
over $30 billion in the next several 
years. Over time the ultimate 
customers will have better value, 
variety and better designed and 
complementary families of 
products and services available  
to them. 
The evolution to next-generation 
architectures and their resultant 
products and services will take 
place at different paces for 
different Service Providers. The 
technology will also give rise to 
completely new Service Providers 
of which NetZero and Skype are 
outstanding examples. One can 
see very ambitious evolutions in 
some of the traditional fixed-line 
Service Providers, and one can see 
Service Providers who have yet to 
come to grips with the changes 
enabled by this technology. 
Ubiquity provides a very complex 
and important part of the new 
architecture which facilitates the 
creation, coordination, and 
sharing of common resources  
for new products and services.
You can best think of Ubiquity’s 
offering as having two major 
elements. First, it has a super-high-
capacity server to run complex 
and valuable services for Service 
Providers (services in the future will 
be written in a way that is much 
more consistent with rich web 
pages than monolithic, vertically 
integrated software). Second, 
Ubiquity provides the tools and 
service creation environment to 
make the job of designing services 
(particularly those which can or 
should inter-operate with other 
services) much easier and 
inherently faster. Early architecture 
wins and the selection of Ubiquity 
as a partner by many of the large 
suppliers to the Service Providers’ 
space is a good indication of the 
respect and reputation that 
Ubiquity continues to build.
The Board
Leading to the preparation for the 
flotation, there were a number  
of changes to the Board of 
Directors, mostly driven by our 
appetite to comply with best 
practice recommendations.  
I would like to thank those 
Directors who left the Board for 
their contribution during their 
This exciting evolution in the 
telecommunications industry provides 
a tremendous opportunity; however, it 
is not without challenges. Companies 
like Ubiquity will have to both lead and 
serve this evolution.
Chairman’s statement
Chris Burke, Chairman of the Board Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005   
tenure. I would also like to 
welcome a new Board member 
and a new Company Secretary 
who joined with me this year. 
David Seibel, who brings a wealth 
of experience from his former 
position as Chairman of Accenture 
Canada, also joined the Board as  
a Non-Executive Director and is 
Chairman of the Audit Committee.
Rafferty Atha Jackson, a former 
associate general counsel from 
Macromedia, joined the Company 
in 2004 as General Counsel  
and was appointed to Company 
Secretary in May 2005. 
The Advisory Board
We also have an Advisory Board. 
This Advisory Board is chaired by 
Patrick Smith, who brings 
significant experience to the role 
as a former executive board 
member of Sprint US and Sprint 
Canada. The composition of the 
Advisory Board is designed to be 
dynamic and fluid. Depending 
upon specific windows of strategic 
execution, the Advisory Board 
pulls on various executives and 
skill sets from within the industry. 
The mandate of the Advisory 
Board is to enhance shareholder 
value by providing executive 
management with support and 
advice from leaders in industry, 
academia and professional 
societies with a focus on 
development of strategic business 
opportunities, product strategy 
and brand.
Outlook
This exciting evolution in the 
telecommunications industry 
provides a tremendous 
opportunity; however, it is not 
without challenges. Companies 
like Ubiquity will have to both lead 
and serve this evolution. The 
threats to the Service Providers as 
we know them today are obvious 
and well documented, but very 
difficult for them to address. There 
are few parallels and precedents 
for this magnitude of change in 
this industry. As such, predicting 
the speed of reaction of the 
various fixed, wireless and cable 
Carriers, across multiple 
geographies, all with differing 
competitive challenges and 
evolving pricing strategies, is very 
difficult. We will therefore continue 
to carefully invest in line with our 
financial goal of matching revenue 
growth with required expenses to 
meet the demand of delivering to 
a growing customer base. What is 
predictable and inevitable is that 
all of the various fixed, wireless, 
and cable Carriers have started 
moving towards addressing this 
evolution. I have every faith in the 
role Ubiquity is to play and the 
value it brings across the spectrum 
of new Service Providers to  
mega-Carriers. We have an 
excellent reputation in the industry, 
a great and growing base of 
customers, and a strong financial 
position that I believe will enable 
us to grow as we develop with  
the market. We are very excited 
about our prospects. 
Chris Burke
Chairman
3 billion
>
In the world today, there are  
3 billion telephone users, only 
20 million have switched to 
Voice over Internet Protocol.
Gatner Group Ubiquity Software Corporation PLC Annual report and financial statements 2005  Ubiquity Software Corporation PLC Annual report and financial statements 2005
 00 in review
In 2005, our revenues grew 40% 
year over year; we captured several 
new key customers; we developed 
or strengthened relationships  
with global channel partners; 
we introduced pre-packaged 
applications intended to drive 
commercial deployments of our  
SIP Application Server; and we 
prepared the Company for growth 
by raising £20 million through the 
floatation on AIM.
During 2005, we were selected by a 
number of customers that we plan 
to leverage in order to accelerate 
our growth in the SIP market in 
2006 and beyond. First, we 
announced a deployment with 
United Online Inc (Netzero), an 
alternative Service Provider based 
in the US who is an early adopter of 
Voice over Internet Protocol (VoIP) 
services. Second, we won 
numerous trial engagements with 
the early adopter Carriers that 
include 7 of the 12 industry 
recognised leading global Carriers. 
Finally, we signed contracts with 
Bell Canada and another two Tier-1 
US Carriers and subsequent to the 
2005 year-end, two further Tier-1 
global Carriers via our partners. 
These contracts currently represent 
relatively small amounts of revenue 
through the sale of licences for 
development and initial small-scale 
deployments. I believe that these 
wins will form the foundation of  
our future revenues, which will  
grow as multiple new and existing 
applications are deployed on our 
SIP Application Server. I also believe 
that through our hard work and 
continued efforts at moving our 
customers into wide-scale 
deployments we have earned the 
right to be recognised as a leader 
in the SIP marketplace in 2006  
and beyond. 
In addition to winning the 
architectural beachhead with 
specific Carriers, we have been 
successful in establishing 
partnerships with leading Network 
Equipment Vendors (NEVs), 
including HP , Nokia, Lucent, 
Siemens and Huawei and play an 
important role in their product 
portfolio with our open,  
standards-based SIP platform.  
We return value to these partners 
by way of the applications 
delivered on our platform, which 
helps drive sales of their media 
servers, gateways, session-border 
controllers and other IMS-based 
network elements. These 
relationships provide incentives to 
work together on joint marketing 
and selling activities where both 
parties can be successful. It is 
through these partnerships that  
a company of Ubiquity’s size and 
scale is able to sell to and fulfil 
Tier-1 Carrier requirements and we 
therefore value them very highly. 
Going forward our focus will be  
on helping our partners become 
even more effective in selling our 
products. We intend to further 
leverage this sales model to 
accelerate our growth and further 
extend our global reach.
We also enjoy the benefit of 
complementary technology 
partners such as HP and Microsoft 
where our products are integrated 
into overall Service Delivery 
Platforms. These technologies are 
then used together to design, 
Chief Executive’s statement 
We won numerous trial engagements with the early 
adopter Carriers that include 7 of the 12 industry 
recognised leading global Carriers. Additionally, we 
signed contracts with Bell Canada and another two 
Tier-1 US Carriers and subsequent to the 2005 year-end, 
two further Tier-1 global Carriers via our partners.
Ian McLaren, President and Chief Executive Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005  develop and deliver specific 
solutions in a common repeatable 
framework. Recently, we 
co-hosted a “developer’s 
hothouse” with Microsoft for 
British Telecom where we helped 
developers from around the world 
conceptualise, design, develop 
and demonstrate several 
applications created on the 
Ubiquity SIP Application Server. 
This was a compressed two-week 
exercise that demonstrated  
the speed and flexibility of 
development using our rapid 
service creation environment. 
Additionally, we have worked  
with Microsoft to integrate our  
SIP Application Server with their 
web-services-enabled Connected 
Services Framework (CSF). The 
resulting “I’m Lost” application 
showcases our combined 
strengths by allowing a mobile 
subscriber to access an address  
in their remote Outlook calendar, 
map the location of the address, 
and to get driving directions 
spoken to them via natural speech 
technology over their mobile 
phone. This is just one example  
of how we intend to leverage our 
partners to help deliver new,  
high-value services to our carrier 
customers in the future.
In 2005, we continued to invest in 
our SIP Application Server Platform, 
mediation platform and 
application-creation environment. 
We also invested in pre-packaged 
application products that our 
customers can deploy quickly for 
a faster return on our investment 
with little or no professional 
services support. Currently, there 
are an estimated 3 billion users of 
the Public Switched T elephone 
Network (PSTN), and less then 20 
million users of VoIP , representing 
a tremendous opportunity for 
Carriers to capture new subscribers 
as they migrate to VoIP . 
Recognising this opportunity, 
Ubiquity has introduced Voice Plus, 
a pre-packaged consumer VoIP 
solution that allows Carriers, 
Internet Service Providers (ISPs), 
and alternative Carriers to 
participate and compete in this 
growing market. Voice Plus is 
developed and deployed on our  
SIP Application Server Platform 
and is designed to make it easy 
for Service Providers to add new 
features and scale to millions  
of subscribers. 
IP conferencing is another strategic 
application area for Ubiquity as 
conferencing minutes of use are 
growing significantly. Legacy 
conferencing applications are not 
proving to serve mobile users well 
as they have difficulty capitalising 
on the advanced capabilities of the 
web. SPEAK Conference Director 
is a pre-packaged application that 
takes advantage of the advanced 
multimedia capabilities of the  
SIP Application Server. SPEAK 
offers a full-featured audio and 
web conferencing solution at a 
fraction of the cost of our 
competitors. Easy-to-use SPEAK 
web collaboration tools allow 
moderators to share presentations, 
web content, applications and 
documents in real time with 
individuals and groups around  
the world. This product is moving 
into deployment with two Tier-1 
Carriers, and has several other 
prospects in the near term.
While Ubiquity is well prepared 
to deliver and support the  
Voice Plus and SPEAK solutions 
described above, these 
applications are only two 
weapons in our strategy to 
grow our market position 
going forward. 
“Being familiar with Ubiquity … and considering 
they have a lot of mindshare, I have a feeling that 
they’ll probably do well and this signals more 
potential down the road.”
Ron Gruia, Lead Analyst, Emerging T echnology, Frost & Sullivan Ubiquity Software Corporation PLC Annual report and financial statements 2005  Ubiquity Software Corporation PLC Annual report and financial statements 2005
Chief Executive’s statement continued
 00 outlook
The overall strategy for the 
Company remains unchanged and 
clear: to leverage our proven 
technical strengths and continue 
to do what we do best:
 Build on beachhead of customer 
wins, design wins and trials by 
helping move our customers 
towards commercial 
deployments, and adding new 
applications over time to 
aggressively drive subscriber 
growth on our platform.
 Foster and grow our 
relationship with our select 
channel partners to ensure their 
success with our platform.
 Embed our platform in carrier 
networks and enable ISVs and 
third parties to develop new 
applications that drive higher 
utilisation of our platform and 
enable our customers to 
generate a greater return on 
investment.
 Manage our financial assets 
wisely to grow the Company in 
line with future revenues.
 In 2006, it is our plan to launch  
the Ubiquity Developer Network 
(UDN). UDN will be a progressive 
developer ecosystem focused on 
bringing together Carriers, ISVs, 
application developers, System 
Integrators and Network 
•
•
•
•
In an on-going effort to improve 
our customer support services, 
we are in the process of 
implementing a variety of 
exciting new tools.
It is estimated that 
SIP-based Application 
Servers will reach 
$4.7 billion by 2009.
Yankee Group $4 . 7 billion
> Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005  Equipment Vendors to help 
address the needs of the 
marketplace. These needs will be 
articulated by our newly formed 
Customer Advisory Council  
made up of Carriers and Service 
Provider customers. The goal  
of UDN will be to facilitate the 
building and delivering of a  
wide range of applications by 
providing development tools, 
access to Carrier networks, 
technical information, support 
and advice aimed to take 
developers from concept through 
to deployment. We are excited 
about our customer and key 
partners support for UDN and 
believe it will be a key enabler to 
Ubiquity’s future growth. 
In summary, I am pleased with 
what we have accomplished in 
2005. Our growing customer base 
and market reputation sets us  
up well for the future. While  
we cannot dictate the timing  
of the market’s full-scale move  
to IP-based networks, I am 
confident that Ubiquity and our 
technologies will be considered  
a “key” component of the Next 
Generation Networks. We will 
continue to focus on winning new 
customers through technology 
leadership and world-class 
partnerships. This will be done 
with a financial framework that 
balances revenue growth with 
expense management as we 
continue to match our success 
with the market as it matures.  
In closing, I would like to extend 
my appreciation to our investors, 
customers and partners for their 
continued support, trust and 
confidence. I would also like to 
thank our dedicated employees 
for their passion and contributions 
toward making Ubiquity a great 
company. 
Ian McLaren
Chief Executive Officer
Ubiquity Selected for 
Next-Generation  
SIP-Based Applications.
“Ubiquity’s Application Server and application  
creation environment allow us to significantly increase 
the velocity at which we can deliver leading-edge 
communications applications.”
Eugene Roman, Group President,  
Bell Canada Systems & Technology
Case Study: Bell Canada Ubiquity Software Corporation PLC Annual report and financial statements 2005 0 Ubiquity Software Corporation PLC Annual report and financial statements 2005
Profit and loss account
In 2005, we had another year of 
continued sound growth with 
turnover increasing 40% to £7.5m 
(2004: £5.3m). During the year, we 
also saw significant increases in 
turnover in our two core operating 
regions with North America 
increasing to £4.7m representing 
growth of 133% (2004: £2.0m) and 
Europe to £1.6m an increase of 
58% (2004: £1m). Gross margin 
was also consistent against 
turnover remaining at 85% for the 
year (2004: 85%). In line with our 
business model, going forward we 
will maintain focus on delivery of 
strong gross margins. 
Operating charges for the year 
which comprises distribution  
and administration expenses, 
increased to £15.6m (2004: 
£11.0m) of which £6.3m was 
investment in research and 
development. This represents an 
increased investment of 63% year 
on year (2004: £3.9m). Having 
established Ubiquity as a leading 
technology company it will 
remain important to continue 
investment in research and 
development over forthcoming 
years. All investment in research 
and development is written off to 
the profit and loss account in the 
year that it is incurred. 
Included in administration expenses 
is a non-recurring exceptional cost 
of £0.6m relating to a bad debt 
provision. Since the year-end, the 
customer has declared bankruptcy 
and Ubiquity has filed the 
appropriate documentation with 
the administrator to make a claim 
against its outstanding receivable. 
However, the prospect of any 
recovery is remote.
During the year we changed the 
basis for estimating income 
receivable in the form of research 
and development tax credits 
from recognition on a cash-
received basis to accruing 
income for claims submitted and 
expected to be submitted based 
on the qualifying research and 
development costs incurred  
up to the balance sheet date.  
As such the profit and loss 
account for 2005 reflects £1.9m  
of income from tax credits 
representing the actual and 
anticipated claims for financial 
years 2003, 2004 and 2005. Of 
this balance, £0.6m had been 
received during the year and  
a further £0.6m was received  
after the year-end. In line with 
continued investment in research 
and development, we expect 
these tax credits to continue  
but they will start to reduce as  
a percentage of research and 
development investment as the 
investment focus moves away 
from innovative, new product 
design towards product 
development which supports 
market penetration. 
The overall loss for the financial 
year increased by 18.4% to £6.9m 
(2004: £5.8m) and the net cash 
outflow before financing and 
management of liquid resources 
was £8.2m which is an increase of 
15.6% over 2004 (2004: £7.1m). 
Chief Financial Officer’s statement
In line with our business model,  
going forward we will maintain focus  
on delivery of strong gross margins. 
Richard Ralph, Chief Financial Officer Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005  Treasury 
Ubiquity’s strong cash position is 
largely due to the successful float 
of the Company on AIM in May 
2005, raising £18.6m in net cash 
proceeds. At the year-end, total 
cash and short-term investments 
were £16.3m, of which £5.3m was 
held in bank accounts with less 
than 7 days to maturity. A further 
£11.0m was held in money market 
deposit accounts.
Ubiquity has operations outside  
of the United Kingdom and as 
such is exposed to exchange-rate 
movements. To protect cash  
flows against high levels of  
exchange-rate risk the Group 
maintains the majority of its  
short-term monetary assets in 
sterling and pursues a natural 
hedge between local currency 
receipts and payments wherever 
possible. Whenever possible, 
once this natural hedge has been 
satisfied, funds are held in sterling 
to minimise any foreign exchange 
risk arising from the consolidation 
of overseas operations. At this 
point, the Group does not enter 
into any foreign-exchange or 
derivative contracts to hedge 
foreign exchange exposures. 
Through 2005, the Group’s 
treasury policy has been to 
maintain a minimum of £10m 
invested at fixed interest rates in 
order to provide protection 
against fluctuating interest rates. 
Balance Sheet
At the year-end, debtors had 
increased to £4.3m (2004: £2.8m), 
of which approximately £2.1m 
relates to trade debtors and  
£1.3m relating to research  
and development tax credits. 
Creditors also increased to £2.2m 
at the end of 2005 (2004: £1.7m) 
and included £0.6m of deferred 
revenue which will be largely 
recognised during 2006. 
Richard Ralph
Chief Financial Officer
“Each year Internet Telephony Magazine bestows its Product of 
the Year awards on companies that have demonstrated 
excellence in technologies advancement and application 
refinements. Ubiquity Software has confirmed that its SIP 
Application Server has gone the extra mile to facilitate the 
creation and deployment of enhanced VoIP services.”
Rich T ehrani, President and Group Publisher of TMC,  
publisher of Internet T elephony Magazine Ubiquity Software Corporation PLC Annual report and financial statements 2005  Board of Directors
 . Christopher Burke 
Non-executive Chairman
Chris joined the Board in April 2005. He has spent 22 years in the telecoms industry since graduating from 
Acadia University with a Computer Science degree. Until August 2004, Chris was Chief Technology Officer 
for Vodafone UK and was responsible for all Vodafone UK technology and product architecture, design, 
procurement, development, deployment, support and operations. Prior to this, Chris was Chief Technology 
Officer with Energis (a UK fixed-line carrier) as part of the executive team which led Energis through its IPO.
 . Ian McLaren 
Chief Executive Officer 
and President
Ian joined the Board in 2001. Prior to joining Ubiquity, Ian held senior executive positions as vice president 
of marketing at Digital Equipment Corporation (DEC), president of international operations at MCI 
Systemhouse and, most recently, president and chief executive officer of CrossKeys Systems Corporation. 
Ian is a Canadian national and is a director on several boards including March Networks Corporation, 
NewHeights Software Corporation and Solace Systems. He also serves on two advisory boards.
 . Michael Doyle 
Executive Director and 
Chief Technology Officer
Michael co-founded the Company in 1993. He has over 20 years of telecoms experience and is 
responsible for all technology functions of the Group. Prior to joining Ubiquity, Michael held various 
positions at GEC telecommunications, in the software engineering group working on System X. He 
subsequently became lead network designer at a medical monitoring company which provided one of 
the first distributed healthcare information systems in the UK. He is an acknowledged expert in the field 
of Java Performance and Tuning. Michael was one of the co-creators of the SIPStone consortia and holds 
an Honours degree in Computer Science from University College London.
 . Simon Gibson OBE 
Chairman, Remuneration Committee
Simon co-founded the Company in 1993. He is chief executive of Wesley Clover Corporation, a private 
holding company and venture capital fund with interests in technology, the leisure industry and 
commercial real estate. The fund specialises in early stage technology and inter-networking start-ups. 
Simon also served as vice president of marketing and communications at Newbridge Networks 
Corporation. He currently sits on the boards of Wesley Clover Corporation, Newport Networks, March 
Networks Corporation, IQE and Enfis.
 . David Seibel 
Chairman, Audit Committee
David joined the Board in April 2005. He is the former chairman of the board for Accenture Canada Inc. 
and retired as managing director and chairman of the Geographic Council for Accenture in Canada in 
September 2003, where he played a key role in the global Accenture organisation as a member of its 
executive committee. Prior to joining Accenture, David was president of Synerlogic in 1987.
 . Randl Shure 
Non-executive Director
Randl joined the Board in July 2000. Prior to founding CapVest Limited, Randl was the head of  
BT Capital Partners Europe, which he joined in January 1997 after working for 12 years with Bankers Trust 
in investment banking in New York and London. He is currently a director of Punch Taverns, Spirit Group, 
IP Powerhouse, Young’s Bluecrest and Vaasan & Vaasan. Randl has a BA in History from Hamilton College 
and graduated cum laude with a JD from Fordham Law School. Ubiquity Software Corporation PLC Annual report and financial statements 2005 13
The directors present their Annual Report and the audited financial statements for the year-ended  
31 December 2005.
Activities
The principal activity of the Group during 2005 continued to be software development and distribution and 
related support and maintenance services. The Group operates throughout Europe, North America and Asia.
Review of developments and future prospects
A review of the business of the Group is set out in the Chief Financial Officer’s statement on page 10. The Chief 
Executive’s statement on page 6 includes details of expected future developments in the business of the Group 
and an indication of its activities in the field of research and development.
In accordance with schedule 7 of the Companies Act 1985, the Company’s, and its subsidiaries’ undertaking, 
use of financial instruments are disclosed in note 19 to the financial statements.
Dividends
The directors do not recommend the payment of a dividend (2004: £nil).
Directors
The directors who served during the year and the changes to date are as follows:
S J Gibson Remuneration Committee Chairman
M Doyle Chief Technology Officer, Executive Director
R Shure Remuneration and Audit Committee Member
I McLaren Chief Executive Officer, President
C Burke  Non-executive Chairman (appointed 26 April 2005)
D Seibel  Audit Committee Chairman (appointed 26 April 2005)
S Paton   (resigned 24 March 2005)
H Schulzerinne   (resigned 24 March 2005)
P N Smith  (resigned 26 April 2005)
R Maggs   (resigned 15 May 2005)
R Humes   (resigned 15 May 2005)
Directors’ interests 
The directors who held office at the beginning and the end of the financial year had the following interests in 
the shares of the Group undertaking:
      1 January 
      2005 
     31 December or on 
     2005 appointment 
     No. No.
S J Gibson Ordinary shares of 1.25p each  1,908,936 1,508,936
M Doyle Ordinary shares of 1.25p each  1,852,500 1,372,500
The shareholdings for 1 January 2005 are reported in a comparable basis with 31 December 2005, taking into 
account the share split from one 2.5p share to two 1.25p shares that was completed on 12 May 2005.
No director held interests in other Group companies during the year-ended 31 December 2005 (2004: none).
Directors’ share options
Details of the directors’ share options are provided in the directors’ remuneration report on pages 17 to 20. 
Directors’ report Ubiquity Software Corporation PLC Annual report and financial statements 2005 14 Ubiquity Software Corporation PLC Annual report and financial statements 2005
Supplier payment policy
The Company’s policy, which is also applied by the Group, is to settle terms of payment with suppliers when 
agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and 
abide by the terms of payment. Trade creditors of the Company at 31 December 2005 were equivalent to  
37 (2004: 34) days’ purchases, based on the average daily amount invoiced by suppliers during the year.
Significant holdings
As at 7 March 2006, the Company had been notified, in accordance with sections 198 to 208 of the  
Companies Act 1985, of the following interests in the ordinary share capital of the Company.
     No. of shares % holding
CapVest Equity Partners LP     45,811,148 25%
JK & B Capital III LP     19,556,338 10.7%
Alcatel (Barbados) Corporation     17 ,587 ,576 9.6%
Wesley Clover Corporation     12,405,632 6.8%
Britel Fund Nominees Limited     8,408,059 4.6%
Mellon Nominees (UK) Limited     8,090,000 4.4%
Bank Of New York (Nominees) Limited    7 ,500,000 4.1%
HSBC Global Custody Nominee (UK) Limited    7 ,383,000 4.0%
Possfund Nominees Limited     6,082,241 3.3%
Employee consultation
The Group places considerable value on the involvement of its employees and has continued to keep them 
informed on matters affecting them as employees and on the various factors affecting the performance of  
the Group. This is achieved through Group-wide communication, formal and informal meetings and the 
distribution of the annual financial statements to all employees. In January 2006, a Group-wide share scheme 
was incepted that is open to all employees and allows them to save a set amount per month, over a three- 
year period that can be exchanged for the option to purchase shares in the Company at an agreed price  
below the year-end market value.
Auditors
Deloitte & Touche LLP have indicated their willingness to continue in office as the Company’s auditors and  
a resolution for their reappointment will be proposed at the forthcoming Annual General Meeting.
Annual General Meeting
Notice of the Annual General Meeting is set out in the circular to shareholders accompanying this  
Annual Report.
Approved by the Board of Directors
and signed on behalf of the Board.
R Atha Jackson
Secretary
7 March 2006
 
Directors’ report continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 15
The Board of Directors recognises the value of ensuring good corporate governance. Although, as an AIM 
listed Company, Ubiquity is not required to comply with the provisions of the Combined Code, and does not 
comply with those provisions, the Board of Directors is committed to applying the principles relevant to a 
Company of its size. The statement below describes the framework for corporate governance and internal 
controls that the directors have established. 
The Board and committees
The Board of Directors comprises a non-executive Chairman, three non-executive directors and two executive 
directors. The positions of Chairman and Chief Executive Officer are separated and have clearly defined roles. 
While none of the directors meets the Code’s definition of independence, the Board considers that the current 
composition provides the right balance of experience and does not consider it necessary to appoint a senior 
independent director.
The Board of Directors is collectively responsible for the overall success of the Group and has a formal 
schedule of matters reserved for its approval. The Board calendar of meetings is set out at the beginning  
of the financial year and each Board meeting is preceded by a clear agenda and any relevant information is 
provided to the Board in advance of the meeting. 
Given the small size of the Board, and as permitted by the Code, the Board has not appointed a Nominations 
Committee. The Board as a whole considers the appointment of all directors and chief officers. The Articles  
of Association of the Company require directors to submit themselves for re-election at the first Annual 
General Meeting following their appointment and every three years by rotation. In accordance with good 
practice, one third of directors will be submitted for re-election annually. 
The Audit Committee
The Audit Committee comprises David Seibel (Chairman), Randl Shure and Simon Gibson. The Committee 
operates under written terms of reference and meets as often as required in order to discharge its duties  
but at a minimum of three times a year in accordance with the financial calendar. The Group Chief Executive 
Officer and Group Chief Financial Officer are invited to attend all meetings as well as senior staff of the 
external auditors although the Committee reserves the right to ask any of these individuals to withdraw  
from the meeting. The Audit Committee is responsible for monitoring the integrity of the financial systems, 
reviewing the Group’s management reports and financial statements and its internal financial controls. This  
is achieved primarily through a review of the annual and interim financial statements and a review of the  
nature and scope of the external audit. The Committee is also responsible for reviewing and monitoring the 
external auditors’ independence and objectivity and proposing the appointment of the external auditors  
to the Board. The Audit Committee has also considered the need for an internal audit function, but has 
resolved that, due to the size of the Group, this is not required at present. 
Remuneration Committee
The Remuneration Committee comprises Simon Gibson (Chairman), Randl Shure and David Seibel. The  
report on directors’ remuneration provides a detailed description of the remuneration policy, and the 
directors’ emoluments, shareholdings and share options. 
Relations with shareholders
The Board of Directors seeks to ensure that shareholders are regularly informed about the Group and its 
activities. Comprehensive annual and interim reports are issued to all shareholders and there is frequent 
dialogue with institutional investors including presentations following interim and annual results 
announcements. 
Further information about the Group, its strategy and overall performance can be found on the Company’s 
website (www.ubiquitysoftware.com) which includes copies of the Company’s press releases. 
Corporate governance statement Ubiquity Software Corporation PLC Annual report and financial statements 2005 16 Ubiquity Software Corporation PLC Annual report and financial statements 2005
Internal control
The Board has overall responsibility for the Group’s systems of internal control and the monitoring of its 
effectiveness. Although no system of internal control can provide absolute assurance against material 
misstatement or loss, the Group’s systems are designed to provide the directors with reasonable assurance 
that issues are identified on a timely basis and dealt with appropriately.
 
The Group has an established organisational structure with clearly defined lines of authority, responsibility  
and accountability, which is reviewed regularly. Group management are responsible for the identification and 
evaluation of key risks applicable to their areas of business. 
The external auditors are engaged to express an opinion on the financial statements. They review the  
systems of internal financial controls and data contained in the financial statements, and discuss with 
management the reporting of operational results and the financial condition of the Group, to the extent 
necessary to express their audit opinion.
Going concern
The directors, having made appropriate enquiries, consider that the Company and the Group have sufficient 
resources to continue in operational existence for the foreseeable future and therefore it is appropriate that 
the going concern basis is adopted in preparing the financial statements. 
Corporate governance statement continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 17
Introduction
This report has been prepared in accordance with Schedule 7S of the Companies Act 1985. The report 
describes how the Board has applied the principles relating to directors’ remuneration. As required by the  
Act, a resolution to approve the report will be proposed at the Annual General Meeting of the Company at 
which the financial statements will be approved.
The regulations require the auditors to report to the Company’s members on the auditable part of the 
directors’ remuneration report and to state whether in their opinion that part of the report has been properly 
prepared in accordance with the Companies Act 1985. The report has therefore been divided into separate 
sections for audited and unaudited information.
Unaudited information
Remuneration Committee
The Remuneration Committee comprises Simon Gibson (Chairman), David Seibel and Randl Shure. These 
directors were the only members of the Committee during the year.
The Committee meets as often as is necessary in order for it to discharge its duties and is responsible  
for determining all aspects of remuneration for executive directors and other senior managers. The  
fees of the executive directors are determined by the Board as a whole. No director or employee  
has a role in determining his own remuneration. 
In determining the directors’ and executives’ remuneration for the year, the Committee consulted Ian  
McLaren (Chief Executive), Richard Ralph (Chief Financial Officer) and Emma Gardner (Group Human 
Resources Director) about its proposals.
Remuneration policy
The Committee determines overall policy for executive remuneration. It sets levels of remuneration to  
attract, retain and motivate executive directors and other senior managers and, in doing so, takes into  
account the level of remuneration throughout the industry, personal performance and independently 
compiled salary survey information. Employees throughout the Group have performance reviews annually.
The main elements of executive directors’ and senior managers’ remuneration are:
A competitive base salary.
An annual performance bonus.
Benefits in kind.
Share options.
The Group operates a discretionary bonus scheme. The scheme applies to directors, senior managers  
and certain other employees. Payments under the scheme to executive directors and senior managers  
are dependent on a combination of financial objectives and other individual targets. 
Permanent health insurance is in place for all employees of the Company and other customary benefits such  
as company cars, car allowances and life assurance are made available as appropriate. 
The Group has four share options schemes – the approved share option scheme, the unapproved share  
option scheme, the EMI scheme and an employee share ownership scheme. All employees are eligible to 
participate in these schemes. Full details of options granted under the schemes are given in note 15 to the 
financial statements. 
•
•
•
•
Directors’ remuneration report Ubiquity Software Corporation PLC Annual report and financial statements 2005 18 Ubiquity Software Corporation PLC Annual report and financial statements 2005
90.0
95.0
100.0
105.0
110.0
115.0
120.0
Listing
May 05
Jun 05
Jul 05
Aug 05
Sep 05
Oct 05
Nov 05
Dec 05
Ubiquity
AIM All Share Index
Directors’ service contracts
The service contracts of executive directors remain in force until terminated by either party. Ian McLaren’s 
contract is terminable by either party with the Company not giving not less than six months’ written notice  
and Ian McLaren providing not less than one months’ notice. Michael Doyle’s contract is terminable by either 
party not giving less than six months’ notice.
The service contracts of non-executive directors are for a fixed term of 12 months or until terminated by  
either party giving to the other not less than three months’ written notice. 
Performance graph
The following graph shows the Company’s performance, measured by total shareholder return, compared 
with the performance of the AIM All Share Index, also measured by total shareholder return.
The graph is based on the AIM All Share Index as at month end dates, refactored to coincide with  
shareholder returns from the date of Ubiquity’s listing on AIM.
Audited information
Directors’ remuneration
The total amounts for directors’ remuneration were as follows:
     2005 2004 
     £000 £000
Emoluments     620 484
Gains on exercise of share options     122 –
     742 484
Directors’ remuneration report continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 19
The individual directors’ emoluments can be analysed as follows:
 Basic Directors’  Taxable 2005 2004 
 salaries fees Bonus benefits Total Total 
 £000 £000 £000 £000 £000 £000
Executive      
I McLaren 232 – – – 232 273
M Doyle 198 – 100 5 303 211
Non-Executive      
S J Gibson – 15 – – 15 –
R Maggs – – – – – –
R Shure – 12 – – 12 –
S Paton – – – – – –
R Humes – – – – – –
H Schulzerinne – – – – – –
P N Smith – – – – – –
C Burke – 40 – – 40 –
D Seibel – 18 – – 18 –
Aggregate emoluments 430 85 100 5 620 484
Directors’ share options
Aggregate emoluments above do not include any amounts for the value of options to acquire ordinary shares 
in the Company granted to, or held by, the directors. Details of the options exercised during the year are as 
follows:
     Market price Gains on 
    Exercise at exercise exercise 
   Number of price date 2005 
Name of director  Scheme options £ £ £
M Doyle  Unapproved 400,000 0.075 0.20 50,000
M Doyle  EMI 80,000 0.100 0.37 21,600
S J Gibson  Unapproved 400,000 0.075 0.20 50,000
      121,600 Ubiquity Software Corporation PLC Annual report and financial statements 2005 20 Ubiquity Software Corporation PLC Annual report and financial statements 2005
Details of options for directors who served during the year are as follows:
  1 January   31 December   
  2005, or date   2005 or date Exercise   
  of appointment Granted Exercised of resignation price     Exercise period
  No. No. No. No. £ From To
Executive        
I McLaren (ii) 5,000,000 – – 5,000,000 0.100 09/03 09/10
 (ii) 1,000,000 – – 1,000,000 0.100 04/06 04/12
 (iii) – 252,626 – 252,626 0.375 03/09 12/15
M Doyle (ii) 400,000 – (400,000) – 0.075 04/97 03/05
 (ii) 320,000 – – 320,000 0.095 11/00 11/06
 (ii) 1,923,308 – – 1,923,308 0.100 12/02 09/10
 (i) 999,990 – – 999,990 0.100 07/04 09/10
 (ii) 240,000 – (80,000) 160,000 0.100  04/06 04/12
 (iv) – 208,895 – 208,895 0.375 03/09 12/15
Non-executive      
S J Gibson (ii) 400,000 – (400,000) – 0.075 04/97 03/05
 (ii) 320,000 – – 320,000 0.095 11/00 11/06
 (ii) 962,386 – – 962,386 0.100 12/02 09/10
 (ii) 240,000 – – 240,000 0.100 04/06 04/12
R Maggs (ii) 64,000 – – 64,000 0.095 08/01 08/09
H Schulzerinne (ii) 30,000 – – 30,000 0.100 10/03 10/10
P N Smith (ii) 30,000 – – 30,000 0.100 10/03 10/10
 (ii) 30,000 – – 30,000 0.100 04/05 04/12
C Burke (ii) – 700,000 – 700,000 0.425 11/06 11/12
D Seibel (ii) – 50,000 – 50,000 0.425 11/06 11/12
(i) EMI – no performance conditions attached, time based vesting.
(ii) Unapproved scheme – no performance criteria attached, time based vesting.
(iii) Unapproved scheme – vesting after three years on achievement of 90% of budgeted EBITDA for each year.
(iv) Approved scheme – vesting after three years on achievement of 90% of budgeted EBITDA for each year.
 
Share options at 1 January 2005 are reported on a comparable basis with 31 December 2005, taking into 
account the share split from one 2.5p share to two 1.25p shares which was completed on 12 May 2005.
All share options have been granted for nil consideration, bar the exercise price.
The market price of the ordinary shares at 31 December 2005 was £0.375, and the range during the year was 
£0.33 to £0.425.
Approval
This report was approved by the Board of Directors on 7 March 2006 and signed on its behalf by:
S J Gibson
Chairman of the Remuneration Committee
Directors’ remuneration report continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 21
United Kingdom company law requires the directors to prepare financial statements for each financial year 
which give a true and fair view of the state of affairs of the Company and the Group as at the end of the 
financial year and of the profit or loss of the Group for that period. In preparing those financial statements,  
the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent; and
state whether applicable accounting standards have been followed. 
The directors are responsible for keeping proper accounting records which 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 Companies Act 1985. They are also responsible for the system of internal control, for 
safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
•
•
•
Statement of Directors’ responsibilities Ubiquity Software Corporation PLC Annual report and financial statements 2005 22 Ubiquity Software Corporation PLC Annual report and financial statements 2005
Independent Auditors’ report
to the members of Ubiquity Software Corporation PLC (formerly Ubiquity Software Corporation Limited)
We have audited the Group and individual Company financial statements (the ‘financial statements’) of 
Ubiquity Software Corporation PLC for the year-ended 31 December 2005 which comprise the consolidated 
profit and loss account, the combined statement of movement in shareholders’ funds and reconciliation of 
movements on reserves, the balance sheets, the consolidated cash flow statement and the related notes 1  
to 21. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the 
Companies Act 1985. Our audit work has been undertaken so that we might state to the Company’s  
members those matters we are required to state to them in an auditors’ report and for no other purpose.  
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 
Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we 
have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial statements in accordance  
with applicable United Kingdom law and United Kingdom Generally Accepted Accounting Practice are set  
out in the statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant United Kingdom legal and 
regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view in accordance 
with the relevant framework and are properly prepared in accordance with the Companies Act 1985. We also 
report if, in our opinion, the directors’ report is not consistent with the financial statements, if the Company  
has not kept proper accounting records, if we have not received all the information and explanations we 
require for our audit, or if information specified by law regarding directors’ remuneration and transactions  
with the Company and other members of the Group is not disclosed. We have also audited the information  
in the part of the directors’ remuneration report that is described as having been audited.
We read the other information within the Annual Report, and consider whether it is consistent with the  
audited financial statements. The other information comprises only the Chairman’s Statement, the Chief 
Executive’s Statement, the Chief Financial Officer’s Statement, the Director’s Report and the Corporate 
Governance Statement. We consider the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend  
to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued  
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to  
the amounts and disclosures in the financial statements. It also includes an assessment of the significant 
estimates and judgements made by the directors in the preparation of the financial statements and of  
whether the accounting policies are appropriate to the circumstances of the Company and the Group, 
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we 
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the 
financial statements are free from material misstatement, whether caused by fraud or other irregularity or  
error. In forming our opinion, we also evaluated the overall adequacy of the presentation of information in  
the financial statements. Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 23
Opinion
In our opinion:
 the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted 
Accounting Practice, of the state of affairs of the Group and the individual Company as at 31 December 
2005 and of the loss of the Group for the year then ended; and
 the financial statements and the part of the directors’ remuneration report described as having been 
audited have been properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
Cardiff, United Kingdom
7 March 2006 
•
• Ubiquity Software Corporation PLC Annual report and financial statements 2005 24 Ubiquity Software Corporation PLC Annual report and financial statements 2005
	 	 	 	 	 2005	 	 2004	 	 	 	 	 Note	 £000	 £000
Turnover	 	 	 	 2	 7,461	 5,315
	 	 	 	 	 Cost	 of	 sales	 	 	 	 	 (1,141)	 (775)
	 	 	 	 	 Gross	 profit	 	 	 	 	 6,320	 4,540
	 	 	 	 	 Distribution	 expenses	 	 	 	 	 (3,402)	 (2,620)
	 	 	 	 	 Exceptional	 provision	 for	 doubtful	 debtors	 	 	 4	 (558)	 –
Other	 administrative	 expenses	 	 	 	 	 (11,590)	 (8,420)
	 	 	 	 	 Total	 administrative	 expenses	 	 	 	 	 (12,148)	 (8,420)
	 	 	 	 	 Operating loss	 	 	 	 5	 (9,230)	 (6,500)
	 	 	 	 	 Interest	 receivable	 and	 similar	 income	 	 	 6	 493	 92
	 	 	 	 	 Loss on ordinary activities before taxation	 	 	 	 (8,737)	 (6,408)
Tax	 credit	 on	 loss	 on	 ordinary	 activities	 	 	 7	 1,862	 601
Loss for the financial year 	 	 	 	 (6,875)	 (5,807)
	 	 	 	 	 Loss per share (pence)	 	 	 	 8	 	 Basic	 and	 diluted	 	 	 	 	 (5p)	 (44p)
	 	 	 	 	 All	 activities	 derive	 from	 continuing	 operations.
There	 have	 been	 no	 recognised	 gains	 and	 losses	 for	 the	 current	 financial	 year	 or	 the	 prior	 financial	 year	 other	 than	 as	 stated	 in	 the	 profit	 and	 loss	 account	 and,	 accordingly,	 no	 separate	 statement	 of	 total	 recognised	 gains	 and	 losses	 is	 presented.
Consolidated profit and loss account
Year-ended 31 December 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 25
	 	 Issued	 Share	 Profit	 	 	 	 	 share	 premium	 and 	 loss	 Total	 Total	 	 	 capital	 account	 account	 2005	 2004	 	 	 £000	 £000	 £000	 £000	 £000
The Group	 	 	 	 	 	 Balance	 at	 1	 January	 	 	 9,603	 25,271	 (29,076)	 5,798	 8,874
Share	 option	 exercise	 	 66	 462	 –	 528	 –
Share	 premium	 cancellation	 	 –	 (25,321)	 25,321	 –	 –
Conversion	 of	 preference	 shares	 to	 	 	 ordinary	 shares	 	 (8,343)	 8,343	 –	 –	 –
New	 shares	 issued	 	 963	 19,201	 –	 20,164	 2,731
Loss	 for	 the	 financial	 year	 	 –	 –	 (6,875)	 (6,875)	 (5,807)
Balance	 at	 31	 December	 	 	 2,289	 27 ,956	 (10,630)	 19,615	 5,798
	 	 	 	 	 	 The Company	 	 	 	 	 	 Balance	 at	 1	 January	 	 	 9,603	 25,271	 (20,591)	 14,283	 17 ,542
Share	 option	 exercise	 	 66	 462	 –	 528	 –
Share	 premium	 cancellation	 	 –	 (25,321)	 25,321	 –	 –
Conversion	 of	 preference	 shares	 to	 	 	 ordinary	 shares	 	 (8,343)	 8,343	 –	 –	 –
New	 shares	 issued	 	 963	 19,201	 	 20,164	 2,731
Loss	 for	 the	 financial	 year	 	 –	 –	 (7 ,929)	 (7,929)	 (5,990)
Balance	 at	 31	 December	 	 	 2,289	 27 ,956	 (3,199)	 27,046	 14,283
	 Combined statement of movement in shareholders’  
funds and reconciliation of movements on reserves
Year-ended 31 December 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 26 Ubiquity Software Corporation PLC Annual report and financial statements 2005
	 	 	 	 	 2005	 	 2004	 	 	 	 	 Note	 £000	 £000
Fixed assets     
Intangible	 assets	 	 	 	 9	 48	 –
Tangible	 assets	 	 	 	 10	 1,031	 1,004
Investments	 	 	 	 11	 316	 316
	 	 	 	 	 1,395	 1,320
	 	 	 	 	 Current assets     
Debtors	 	 	 	 12	 4,257	 2,755
Current	 asset	 investments	 –	 short-term	 deposits	 	 	 11,037	 1,573
Cash	 at	 bank	 and	 in	 hand	 	 	 	 	 5,295	 2,017
	 	 	 	 	 20,589	 6,345
	 	 	 	 	 Creditors: amounts falling due within one year 	 	 13	 (2,219)	 (1,717)
Net current assets	 	 	 	 	 18,370	 4,628
Total assets less current liabilities	 	 	 	 	 19,765	 5,948
	 	 	 	 	 Provisions for liabilities and charges	 	 	 14	 (150)	 (150)
Net assets	 	 	 	 	 19,615	 5,798
	 	 	 	 	 	 	 	 	 	 Capital and reserves	 	 	 	 	 Called	 up	 share	 capital	 	 	 	 15	 2,289	 9,603
Share	 premium	 account	 	 	 	 27,956	 25,271
Profit	 and	 loss	 account	 	 	 	 (10,630)	 (29,076)
Total shareholders’ funds	 	 	 	 	 19,615	 5,798
	 	 	 	 	 Shareholders’ funds may be analysed as	 	 	 	 	 Equity	 interests	 	 	 	 	 19,615	 (3,472)
Non-equity	 interests	 	 	 	 	 –	 9,270
	 	 	 	 	 19,615	 5,798
	 	 	 	 	 These	 financial	 statements	 were	 approved	 by	 the	 Board	 of	 Directors	 on	 7	 March	 2006.
Signed	 on	 behalf	 of	 the	 Board	 of	 Directors
I McLaren     
Director	 	 	 	 	 	 Consolidated balance sheet
31 December 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 27
	 	 	 	 	 2005	 	 2004	 	 	 	 	 Note	 £000	 £000
Fixed assets	 	 	 	 	 Intangible	 assets	 	 	 	 9	 48	 –
Tangible	 assets	 	 	 	 10	 477	 531
Investments	 	 	 	 11	 324	 324
	 	 	 	 	 849	 855
	 	 	 	 	 Current assets	 	 	 	 	 Debtors	 	 	 	 12	 11,794	 11,171
Current	 asset	 investments	 	 	 	 	 11,037	 1,573
Cash	 at	 bank	 and	 in	 hand	 	 	 	 	 4,617	 1,553
	 	 	 	 	 27,448	 14,297
	 	 	 	 	 Creditors: amounts falling due within one year  	 13	 (1,101)	 (719)
Net current assets	 	 	 	 	 26,347	 13,578
Total assets less current liabilities	 	 	 	 	 27,196	 14,433
	 	 	 	 	 Provisions for liabilities and charges	 	 	 14	 (150)	 (150)
Net assets	 	 	 	 27,046	 14,283
	 	 	 	 	 Capital and reserves	 	 	 	 	 Called	 up	 share	 capital	 	 	 	 15	 2,289	 9,603
Share	 premium	 account	 	 	 	 	 27,956	 25,271
Profit	 and	 loss	 account	 	 	 	 (3,199)	 (20,591)
Total equity shareholders’ funds	 	 	 	 	 27,046	 14,283
	 	 	 	 	 Shareholders’ funds may be analysed as	 	 	 	 	 Equity	 interests	 	 	 	 	 27,046	 5,013
Non-equity	 interests	 	 	 	 	 –	 9,270
	 	 	 	 27,046	 14,283
	 	 	 	 	 These	 financial	 statements	 were	 approved	 by	 the	 Board	 of	 Directors	 on	 7	 March	 2006.
Signed	 on	 behalf	 of	 the	 Board	 of	 Directors
I McLaren     
Director	 	 	 	 	 	 Company balance sheet
31 December 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 28 Ubiquity Software Corporation PLC Annual report and financial statements 2005
	 	 	 	 	 2005	 	 2004	 	 	 	 	 Note	 £000	 £000
Net cash outflow from operating activities	 	 	 16	 (8,412)	 (6,812)
	 	 	 	 	 Returns on investments and servicing of finance	 	 	 	 	 Interest	 received	 	 	 	 	 337	 92
	 	 	 	 	 Taxation	 	 	 	 	 	 Receipt	 of	 research	 and	 development	 tax	 credit	 	 	 	 614	 601
	 	 	 	 	 Capital expenditure and financial investment	 	 	 	 	 Payments	 to	 acquire	 tangible	 fixed	 assets	 	 	 	 (658)	 (952)
Payments	 to	 acquire	 intangible	 fixed	 assets	 	 	 	 (51)	 –
Receipts	 from	 sale	 of	 tangible	 fixed	 assets	 	 	 	 –	 2
	 	 	 	 	 Net cash outflow from capital expenditure and financial investment	 	 (709)	 (950)
	 	 	 	 	 Net cash outflow before financing and management of liquid resources	 	 (8,170)	 (7 ,069)
	 	 	 	 	 Management of liquid resources	 	 	 	 	 Increase	 in	 short-term	 deposits	 	 	 	 	 (9,464)	 (1,573)
	 	 	 	 	 Financing     
Issue	 of	 ordinary	 share	 capital	 	 	 	 	 20,692	 3
Issue	 of	 preference	 share	 capital	 	 	 	 	 –	 2,728
	 	 	 	 	 Net cash inflow from financing	 	 	 	 	 	 20,692	 2,731
Increase/(decrease) in cash in the year	 	 	 17 ,18	 3,058	 (5,911)
	 	 	 	 	 	 Consolidated cash flow statement
Year-ended 31 December 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 29
1. Accounting policies
The	 financial	 statements	 are	 prepared	 in	 accordance	 with	 applicable	 United	 Kingdom	 accounting	 standards.	 The	 particular	 accounting	 policies	 adopted,	 which	 have	 been	 applied	 consistently	 throughout	 the	 financial	 year	 and	 the	 prior	 financial	 year,	 are	 described	 below.
Accounting convention
The	 financial	 statements	 are	 prepared	 under	 the	 historical	 cost	 convention.
Basis of consolidation
The	 consolidated	 financial	 statements	 incorporate	 the	 financial	 statements	 of	 the	 Company	 and	 all	 its	 subsidiaries.
No	 profit	 and	 loss	 account	 has	 been	 presented	 for	 the	 parent	 Company	 as	 permitted	 by	 section	 230	 	 of	 the	 Companies	 Act	 1985.	 The	 loss	 attributable	 to	 members	 of	 the	 Company	 for	 the	 period	 is	 £7 ,929,000	 (2004:	 £5,990,000).
Presentation of financial instruments
The	 Company	 has	 adopted	 Financial	 Reporting	 Standard	 25	 during	 2005.	 The	 transitional	 provisions	 include	 an	 exemption	 from	 restating	 comparative	 information	 in	 the	 first	 year	 of	 adoption.	 Had	 FRS	 25	 been	 applied	 retrospectively	 to	 the	 results	 for	 the	 year-ended	 31	 December	 2004,	 convertible	 preference	 shares	 with	 a	 nominal	 value	 of	 £9,270,000	 would	 have	 been	 reclassified	 to	 include	 a	 proportion	 as	 a	 liability	 and	 a	 proportion	 (representing	 the	 value	 of	 the	 conversion	 feature)	 as	 equity.	 The	 preference	 shares	 were	 all	 converted	 to	 ordinary	 shares	 in	 May	 2005	 and,	 accordingly,	 the	 adoption	 of	 FRS	 25	 has	 no	 impact	 at	 31	 December	 2005.
Turnover
Turnover	 represents	 amounts	 derived	 from	 the	 Group’s	 principal	 activity,	 being	 that	 of	 software	 development,	 exclusive	 of	 value	 added	 tax.	 Revenue	 is	 recognised	 for	 each	 of	 the	 Group’s	 revenue	 streams	 as	 follows:
Revenue stream Recognition
Trials	 (the	 provision	 of	 software	 for	 a	 specified	 period)	 On 	 delivery
Software	 platform	 sales	 (licences)	 for	 live	 deployment	 On 	 delivery
Support	 and	 upgrades	 for	 a	 contracted	 period	 of	 time	 Spread 	 over	 the	 specified	 period
Professional	 services	 and	 training	 On	 provision	 of	 the	 service
Long-term	 software	 developments	 Over	 the	 period	 of	 the	 contract,	 in	 proportion	 	 	 to	 the	 amount	 of	 work	 done
In	 the	 case	 of	 minimum	 commitment	 reseller	 agreements,	 where	 the	 level	 of	 actual	 sales	 does	 not	 reach	 the	 minimum	 annual	 level,	 the	 minimum	 annual	 revenue	 provided	 for	 in	 the	 agreement	 is	 recognised	 evenly	 over	 the	 period	 covered	 by	 the	 agreement.
Tangible fixed assets
Tangible	 fixed	 assets	 are	 stated	 at	 cost,	 net	 of	 depreciation	 and	 any	 provision	 for	 impairment.	 Depreciation	 is	 provided	 on	 all	 tangible	 fixed	 assets	 at	 rates	 calculated	 to	 write	 off	 the	 cost,	 less	 estimated	 residual	 value,	 of	 each	 asset	 on	 a	 straight-line	 basis	 over	 its	 expected	 useful	 life,	 as	 follows:
Fixtures	 and	 fittings	 –	 25%
Computer	 equipment	 –	 50%
Intangible fixed assets
Intangible	 fixed	 assets	 are	 stated	 at	 cost,	 net	 of	 depreciation	 and	 any	 provision	 for	 impairment.	 Depreciation	 is	 provided	 on	 all	 intangible	 fixed	 assets	 at	 rates	 calculated	 to	 write	 off	 the	 cost,	 less	 estimated	 residual	 value,	 of	 each	 asset	 on	 a	 straight-line	 basis	 over	 its	 expected	 useful	 life,	 as	 follows:
Trademarks	 –	 25%
Notes to the financial statements
Year-ended 31 December 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 30 Ubiquity Software Corporation PLC Annual report and financial statements 2005
1. Accounting policies continued
Investments
Investments	 held	 as	 fixed	 assets	 are	 stated	 at	 cost	 less	 provision	 for	 impairment.
Taxation
Current	 tax	 is	 provided	 at	 amounts	 expected	 to	 be	 paid	 (or	 recovered)	 using	 the	 tax	 rates	 and	 laws	 that	 have	 been	 enacted	 or	 substantively	 enacted	 at	 the	 balance	 sheet	 date.	 Deferred	 taxation	 is	 provided	 in	 full	 on	 timing	 differences	 that	 result	 in	 an	 obligation	 at	 the	 balance	 sheet	 	 date	 to	 pay	 more	 tax,	 or	 a	 right	 to	 pay	 less	 tax,	 at	 a	 future	 date,	 at	 rates	 expected	 to	 apply	 when	 they	 	 crystallise	 based	 on	 current	 tax	 rates	 and	 law.	 Timing	 differences	 arise	 from	 the	 inclusion	 of	 items	 of	 income	 and	 expenditure	 in	 taxation	 computations	 in	 periods	 different	 from	 those	 in	 which	 they	 are	 included	 in	 the	 financial	 statements.
Deferred	 tax	 assets	 are	 recognised	 to	 the	 extent	 that	 it	 is	 regarded	 as	 more	 likely	 than	 not	 that	 they	 will	 be	 recovered.	 Deferred	 tax	 assets	 and	 liabilities	 are	 not	 discounted.
Leases
Rentals	 under	 operating	 leases	 are	 charged	 to	 profit	 and	 loss	 in	 equal	 amounts	 over	 the	 lease	 term.	 A	 provision	 has	 been	 recognised	 for	 onerous	 lease	 based	 on	 the	 expected	 lease	 payments	 which	 will	 not	 be	 recovered	 by	 a	 sub-lease	 of	 the	 property.
Research and development
Research	 and	 development	 expenditure	 is	 charged	 to	 the	 profit	 and	 loss	 account	 as	 incurred.
Foreign currency
Transactions	 denominated	 in	 foreign	 currencies	 are	 translated	 into	 the	 functional	 currency	 at	 the	 rates	 ruling	 	 at	 the	 date	 of	 the	 transaction.	 Foreign	 currency	 balances	 are	 translated	 at	 the	 rate	 ruling	 at	 the	 balance	 sheet	 date.	 These	 translation	 differences	 are	 dealt	 with	 in	 the	 profit	 and	 loss	 account.
The	 foreign	 subsidiaries	 are	 translated	 using	 the	 temporal	 method	 under	 SSAP	 20.
The	 balance	 sheets	 of	 the	 foreign	 subsidiaries	 are	 translated	 into	 sterling	 at	 the	 closing	 rates	 of	 exchange	 for	 each	 period	 whilst	 the	 profit	 and	 loss	 accounts	 are	 translated	 into	 sterling	 at	 the	 average	 rates	 of	 exchange	 	 for	 the	 period.	 The	 resulting	 translation	 differences	 are	 taken	 to	 the	 consolidated	 profit	 and	 loss	 account.
2. Analysis of turnover, loss before taxation, and net assets
The	 turnover,	 loss	 before	 taxation	 and	 net	 assets	 are	 attributable	 to	 the	 Group’s	 principal	 activity.
The	 geographical	 analysis	 by	 destination	 of	 the	 Group’s	 turnover	 is	 as	 follows:
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
United	 Kingdom	 	 	 	 	 1,563	 992
North	 America	 	 	 	 	 4,714	 2,027
Asia	 Pacific	 	 	 	 	 1,184	 2,296
	 	 	 	 	 7,461	 5,315
	 	 	 	 	 	 Notes to the financial statements continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 31
2. Analysis of turnover, loss before taxation, and net assets continued
The	 geographical	 analysis	 by	 origin	 is	 as	 follows:
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Turnover	 	 	 	 	 United	 Kingdom	 	 	 	 	 3,150	 992
North	 America	 	 	 	 	 4,311	 4,323
	 	 	 	 	 7,461	 5,315
	 	 	 	 	 Loss before taxation	 	 	 	 	 United	 Kingdom	 	 	 	 (4,114)	 (4,849)
North	 America	 	 	 	 	 (4,623)	 (1,559)
	 	 	 	 	 (8,737)	 (6,408)
	 	 	 	 	 Net assets	 	 	 	 	 United	 Kingdom	 	 	 	 17,594	 4,012
North	 America	 	 	 	 	 2,021	 1,786
	 	 	 	 	 19,615	 5,798
3. Information regarding directors and employees	 	 	 	 The	 The The	 The	 	 	 	 Group	 Group Company	 Company 	 	 	 	 2005	 2004	 2005	 2004	 	 	 	 £000	 £000 £000	 £000
Staff	 costs	 during	 the	 year	 (including	 directors)	 	 	 	 Wages	 and	 salaries	 	 	 9,563	 6,792 4,662	 3,367
Social	 security	 costs	 	 	 925	 648 544	 387
	 	 	 10,488	 7 ,440 5,206	 3,754
	 	 	 	 The	 average	 monthly	 number	 of	 employees	 during	 the	 year	 was	 as	 follows:
	 	 	 	 No.	 No. No.	 No.
Selling	 and	 distribution	 	 	 44	 39 17	 12
Service	 	 	 5	 15 –	 4
Administration	 	 	 21	 14 11	 10
Research	 and	 development	 	 	 116	 68 73	 54
	 	 	 186	 136 101	 80
	 	 	 	 	 Information	 regarding	 directors’	 remuneration	 is	 given	 in	 the	 directors’	 remuneration	 report	 on	 pages	 17	 to	 20.
	 4. Exceptional items
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Exceptional	 provision	 for	 doubtful	 debtors	 	 	 	 558	 –
The	 exceptional	 provision	 for	 doubtful	 debtors	 relates	 to	 one	 customer	 known	 to	 be	 in	 financial	 difficulties	 as	 at	 the	 year-end	 and	 which	 has	 subsequently	 declared	 bankruptcy.	 The	 provision	 specifically	 relates	 to	 revenue	 recognised	 during	 the	 current	 year. Ubiquity Software Corporation PLC Annual report and financial statements 2005 32 Ubiquity Software Corporation PLC Annual report and financial statements 2005
5. Operating loss
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Operating loss is after charging/(crediting)     
Depreciation	 of	 tangible	 assets	 	 	 	 	 631	 271 	 Amortisation	 of	 intangible	 assets	 	 	 	 	 3	 –
Rentals	 under	 operating	 leases:	 	 	 	 	 	 –	 plant	 and	 machinery	 	 	 	 	 13	 12	 	 –	 other	 	 	 	 	 535	 347
Loss	 on	 disposal	 of	 fixed	 assets	 	 	 	 	 –	 11
Auditors’	 remuneration	 	 	 	 	 	 –	 as	 auditors	 (Group	 and	 Company)	 	 	 	 54	 8
	 –	 taxation	 and	 advisory	 	 	 	 134	 94
Foreign	 exchange	 (gains)/losses	 	 	 	 	 (220)	 372
Research	 and	 development	 costs	 	 	 	 	 6,303	 3,856
In	 addition	 to	 the	 above	 fees	 charged	 through	 the	 profit	 and	 loss	 account,	 fees	 of	 £185,000	 were	 paid	 to	 the	 auditors	 during	 the	 year-ended	 31	 December	 2005	 in	 their	 capacity	 as	 reporting	 accountants	 and	 for	 other	 advice	 in	 connection	 with	 the	 share	 issue	 in	 May	 2005.	 These	 amounts	 were	 recorded	 as	 a	 deduction	 from	 the	 proceeds	 of	 the	 share	 issue	 and	 were	 not	 charged	 to	 the	 profit	 and	 loss	 account.
6. Interest receivable and similar income
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Interest	 on	 bank	 deposits	 	 	 	 	 486	 89
Interest	 on	 research	 and	 development	 tax	 credit	 	 	 	 7	 3
	 	 	 	 	 493	 92
7. Tax credit on loss on ordinary activities
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Current taxation   
United	 Kingdom	 corporation	 tax:	 	 	 Current	 tax	 on	 income	 for	 the	 year	 at	 30%	 (2004:	 30%)	 	 	 	 –	 –
R&D	 tax	 credit	 in	 respect	 of	 current	 year	 	 	 	 588	 –
R&D	 tax	 credit	 in	 respect	 of	 2004	 	 	 	 	 656	 –
R&D	 tax	 credit	 in	 respect	 of	 2003	 (2002)	 	 	 	 618	 601
Total current tax 	 	 	 	 	 1,862	 601
	 	 	 Notes to the financial statements continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 33
7. Tax credit on loss on ordinary activities continued
The	 difference	 between	 the	 total	 current	 tax	 shown	 above	 and	 the	 amount	 calculated	 by	 applying	 the	 standard	 rate	 of	 UK	 corporation	 tax	 to	 the	 loss	 before	 tax	 is	 as	 follows:
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Loss	 on	 ordinary	 activities	 before	 tax	 	 	 	 (8,737)	 (6,408)
Tax	 on	 loss	 on	 ordinary	 activities	 before	 tax	 at	 30%	 (2004:	 30%)	 	 	 2,621	 1,922
	 	 	 	 	 Factors affecting credit for the year	 	 	 	 Expenses	 not	 deductible	 for	 tax	 purposes	 	 	 	 (48)	 (22)
Capital	 allowances	 in	 excess	 of	 depreciation	 	 	 	 (92)	 (20)
Tax	 losses	 carried	 forward	 	 	 	 (2,481)	 (1,880)
R&D	 tax	 credit	 current	 year	 	 	 	 588	 –
R&D	 tax	 credit	 in	 respect	 of	 2004	 	 	 	 	 656	 –
R&D	 tax	 credit	 in	 respect	 of	 2003	 (2002)	 	 	 	 618	 601
Current tax credit for year	 	 	 	 	 1,862	 601
	 	 	 	 	 As	 described	 in	 the	 Chief	 Financial	 Officer’s	 Statement,	 the	 basis	 for	 estimating	 the	 income	 receivable	 from	 research	 and	 development	 tax	 credits	 from	 recognition	 on	 a	 cash	 received	 basis	 to	 accruing	 income	 for	 	 claims	 submitted	 and	 expected	 to	 be	 submitted	 based	 on	 qualifying	 research	 and	 development	 costs	 incurred	 up	 to	 the	 balance	 sheet	 date.
Factors that may affect the future tax charge
A	 deferred	 tax	 asset	 has	 not	 been	 recognised	 in	 respect	 of	 timing	 differences	 relating	 to	 trading	 losses	 	 carried	 forward	 and	 accelerated	 depreciation,	 as	 there	 is	 currently	 insufficient	 evidence	 that	 the	 asset	 	 will	 be	 recovered	 in	 the	 short	 term.	 The	 amount	 of	 the	 asset	 not	 recognised	 is	 approximately	 £5,200,000	 	 (2004:	 £3,300,000).	 The	 asset	 would	 be	 recovered	 if	 sufficient	 trading	 profits	 were	 to	 arise	 in	 the	 future.
8. Loss per share 
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Retained	 loss	 for	 the	 year	 	 	 	 	 (6,875)	 (5,807)
	 	 	 	 	 	 	 	 	 	 No.	 No.
Weighted	 average	 number	 of	 shares	 	 	 125,505,609	 13,301,260
	 	 	 Loss	 per	 share	 	 	 	 	 (5p)	 (44p)
Diluted	 loss	 per	 share	 is	 calculated	 by	 adjusting	 the	 weighted	 average	 number	 of	 ordinary	 shares	 in	 issue	 on	 the	 assumption	 of	 the	 conversion	 of	 all	 dilutive	 potential	 ordinary	 shares.	 Diluted	 loss	 per	 share	 is	 the	 same	 	 as	 basic	 since,	 for	 a	 loss-making	 period,	 this	 would	 assume	 the	 exercise	 of	 the	 out-of-the-money	 options,	 	 which	 would	 be	 irrational. Ubiquity Software Corporation PLC Annual report and financial statements 2005 34 Ubiquity Software Corporation PLC Annual report and financial statements 2005
9. Intangible fixed assets 
	 	 	 	 	 	 Trademarks 	 	 	 	 	 	 	 £000
Group and Company
Cost
At	 1	 January	 2005	 	 	 	 	 	 –
Additions	 	 	 	 	 	 51
At	 31	 December	 2005	 	 	 	 	 	 51
Accumulated amortisation
At	 1	 January	 2005	 	 	 	 	 	 –
Charge	 for	 the	 year	 	 	 	 	 	 3
At	 31	 December	 2005	 	 	 	 	 	 3
Net book value
At	 31	 December	 2005	 	 	 	 	 	 48
At	 31	 December	 2004	 	 	 	 	 	 –
10. Tangible fixed assets
	 	 	 	 	 Fixtures	 Computer	 	 	 	 	 	 and 	 fittings	 equipment	 Total	 	 	 	 	 £000	 £000	 £000
The Group
Cost
At	 1	 January	 2005	 	 	 	 838	 1,618	 2,456
Additions	 	 	 	 185	 473	 658
At	 31	 December	 2005	 	 	 	 1,023	 2,091	 3,114
Accumulated depreciation
At	 1	 January	 2005	 	 	 	 333	 1,119	 1,452
Charge	 for	 the	 year	 	 	 	 174	 457	 631
At	 31	 December	 2005	 	 	 	 507	 1,576	 2,083
Net book value
At	 31	 December	 2005	 	 	 	 516	 515	 1,031
At	 31	 December	 2004	 	 	 	 505	 499	 1,004
Notes to the financial statements continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 35
10. Tangible fixed assets continued
	 	 	 	 	 Fixtures	 Computer	 	 	 	 	 	 and 	 fittings	 equipment	 Total	 	 	 	 	 £000	 £000	 £000
The Company
Cost
At	 1	 January	 2005	 	 	 	 581	 1,066	 1,647
Additions	 	 	 	 77	 177	 254
At	 31	 December	 2005	 	 	 	 658	 1,243	 1,901
Accumulated depreciation
At	 1	 January	 2005	 	 	 	 261	 855	 1,116
Charge	 for	 the	 year	 	 	 	 114	 194	 308
At	 31	 December	 2005	 	 	 	 375	 1,049	 1,424
Net book value
At	 31	 December	 2005	 	 	 	 283	 194	 477
At	 31	 December	 2004	 	 	 	 320	 211	 531
11. Investments
	 	 	 	 	 The	 	 The	 	 	 	 	 	 Group	 Company 	 	 	 	 	 	 £000	 £000
Cost and net book value
Subsidiaries	 	 	 	 	 –	 8
Investments	 	 	 	 	 316	 316
At	 31	 December	 2005	 and	 31	 December	 2004	 	 	 	 316	 324
	 	 %	 of	 voting	 	 	 Country	 of	 shares	 	 Company	 name	 incorporation	 held	 Type	 of	 share
Investments
NewHeights	 Software	 Corporation	 Canada	 6%	 	 Common	 shares	 	 	 	 without	 par	 value
The	 principal	 activity	 of	 NewHeights	 Software	 Corporation	 is	 the	 developing,	 marketing	 and	 implementing	 of	 integrated	 web-convergence	 software	 solutions.
Subsidiaries
USCL	 Corporation	 Canada	 100%	 $1 	 Class	 A	 common	 shares
Ubiquity	 Software	 Inc.	 USA	 100%	 1 	 cent	 common	 shares
The	 principal	 activity	 of	 the	 subsidiaries	 is	 that	 of	 software	 development	 and	 distribution. Ubiquity Software Corporation PLC Annual report and financial statements 2005 36 Ubiquity Software Corporation PLC Annual report and financial statements 2005
12. Debtors 
	 	 	 The	 The The	 The	 	 	 	 Group	 Group Company	 Company 	 	 	 	 2005	 2004	 2005	 2004	 	 	 	 £000	 £000 £000	 £000
Trade	 debtors	 	 	 2,062	 1,539 660	 691
Called	 up	 share	 capital,	 unpaid	 	 	 1	 – 1	 –
Amounts	 owed	 by	 subsidiary	 undertaking	 	 –	 –	 9,393	 10,265
Other	 debtors	 and	 prepayments	 	 	 2,194	 1,216 1,740	 215
	 	 	 4,257	 2,755 11,794	 11,171
13. Creditors: amounts falling due within one year
	 	 	 The	 The The	 The	 	 	 	 Group	 Group Company	 Company 	 	 	 	 2005	 2004	 2005	 2004	 	 	 	 £000	 £000 £000	 £000
Trade	 creditors	 	 	 726	 408 413	 232
Other	 taxation	 and	 social	 security	 	 	 231	 145 166	 130
Deferred	 income	 	 	 587	 663 97	 175
Accruals	 	 	 675	 501 425	 182
	 	 	 2,219	 1,717 1,101	 719
14. Provisions for liabilities and charges
	 	 	 	 	 	 Onerous 	 	 	 	 	 	 	 lease	 	 	 	 	 	 	 provision 	 	 	 	 	 	 	 £000
Group and Company
At	 1	 January	 2005	 	 	 	 	 	 150
Utilised	 in	 the	 year	 	 	 	 	 	 (75)
Charge	 to	 the	 profit	 and	 loss	 account	 in	 the	 year	 	 	 	 	 75
At	 31	 December	 2005	 	 	 	 	 	 150
The	 onerous	 lease	 provision	 has	 been	 created	 in	 respect	 of	 leased	 property	 which	 the	 Company	 vacated	 during	 2004	 and	 for	 which	 it	 retains	 an	 obligation	 to	 pay	 the	 rentals	 under	 the	 lease.	 The	 property	 was	 vacant	 	 at	 31	 December	 2005;	 however,	 the	 Company	 is	 actively	 seeking	 a	 tenant	 to	 take	 over	 the	 lease.	 The	 provision	 represents	 the	 current	 estimate	 of	 the	 rental	 obligations	 which	 will	 be	 paid	 over	 the	 remaining	 term	 of	 the	 lease.
Notes to the financial statements continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 37
15. Called up share capital
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Authorised
500,000,000	 ordinary	 shares	 of	 1.25p	 (2004:	 38,000,000	 ordinary	 shares	 of	 2.5p)	 each	 6,250	 950
Cancelled	 preference	 shares	 (2004:	 18,600,000	 preference	 shares	 of	 50p)	 	 –	 9,300
	 	 	 	 	 6,250	 10,250
Called up and allotted
183,088,125	 ordinary	 shares	 of	 1.25p	 (2004:	 13,321,260	 of	 2.5p)	 each	 	 2,289	 333
Cancelled	 preference	 shares	 (2004:	 18,540,237	 preference	 shares	 of	 50p)	 	 –	 9,270
	 	 	 	 	 2,289	 9,603
At	 an	 Extraordinary	 General	 Meeting	 on	 24	 March	 2005,	 approval	 was	 given	 conditional	 upon	 the	 proposed	 admission	 of	 the	 whole	 of	 the	 Company’s	 ordinary	 share	 capital,	 issued	 and	 to	 be	 issued,	 to	 trading	 on	 AIM,	 for	 a	 reorganisation	 of	 the	 Company’s	 share	 capital	 under	 which	 each	 existing	 ordinary	 share	 would	 be	 subdivided	 into	 two	 ordinary	 shares	 at	 1.25p	 each.	 The	 meeting	 also	 approved	 the	 re-registration	 of	 the	 Company	 as	 a	 public	 limited	 Company	 and	 the	 re-registration	 took	 place	 on	 12	 May	 2005.
On	 the	 re-registration	 of	 the	 Company,	 all	 convertible	 preference	 shares	 were	 converted	 into	 ordinary	 shares	 at	 the	 rate	 of	 two	 ordinary	 shares	 for	 one	 convertible	 preference	 share.	 Ordinary	 shares	 with	 a	 par	 value	 of	 £927 ,000	 were	 created	 and	 the	 remaining	 balance	 of	 the	 preference	 share	 nominal	 value	 of	 £8,343,000	 was	 recorded	 as	 share	 premium.	 The	 ordinary	 shares	 that	 resulted	 from	 this	 conversion	 rank	 pari	 passu	 in	 all	 respects	 with	 the	 other	 ordinary	 shares	 in	 issue	 at	 the	 date	 of	 conversion.
The	 following	 share	 warrants	 in	 the	 ordinary	 shares	 of	 the	 Company	 were	 outstanding	 at	 31	 December:
	 	 	 2004	 Exercised	 Lapsed	 2005	 Exercise	 Exercise 	 	 	 	 No.	 No.	 No.	 No.	 price	 period
	 	 	 1,065,236	 –	 (1,065,236)	 –	 62.5p	 up 	 to	 11/07
	 	 	 19,188,276	 (16,425,765)	 (2,762,511)	 –	 10p	 up 	 to	 11/07
	 	 	 20,253,512	 (16,425,765)	 (3,827 ,747)	 –	 	 On	 12	 May	 2005,	 16,425,765	 ordinary	 shares	 of	 1.25p	 were	 issued	 for	 cash	 consideration	 of	 £1,642,576	 on	 exercise	 of	 share	 warrants.	 All	 other	 share	 warrants	 were	 waived	 on	 the	 re-registration	 of	 the	 Company.	 On	 the	 same	 day,	 60,606,061	 shares	 were	 issued	 for	 cash	 consideration	 of	 £20,000,000.	 Issue	 costs	 were	 £1,478,000.
The	 following	 options	 in	 the	 shares	 of	 the	 Company	 were	 outstanding	 at	 31	 December	 2005:
	 	 2004	 Exercised	 Granted	 2005	 Exercise	 Exercise 	 	 	 No.	 No.	 No.	 No.	 price	 period
	 	 900,000	 (800,000)	 –	 100,000	 7 .5p	 04/98–07/06
	 	 1,648,000	 (260,000)	 –	 1,388,000	 9.5p	 01/00–08/07
	 	 23,743,874	 (4,103,040)	 –	 19,640,834	 10p	 04/98–10/12
	 	 815,000	 (68,000)	 3,254,000	 4,001,000	 42.5p	 11/06–11/12
	 	 –	 –	 3,766,987	 3,766,987	 37 .5p	 12/06–12/15
	 	 27 ,106,874	 (5,231,040)	 7 ,020,987	 28,896,821	 	 For	 comparative	 purposes,	 the	 2004	 share	 options	 have	 been	 reported	 in	 a	 consistent	 manner	 with	 the	 share	 split	 that	 was	 effected	 on	 12	 May	 2005. Ubiquity Software Corporation PLC Annual report and financial statements 2005 38 Ubiquity Software Corporation PLC Annual report and financial statements 2005
15. Called up share capital continued
In	 April	 2005,	 3,254,000	 options	 to	 purchase	 1.25p	 ordinary	 shares	 in	 the	 Company	 were	 granted	 at	 an	 	 exercise	 price	 of	 42.5p.	 On	 the	 re-registration	 of	 the	 Company,	 all	 options	 were	 reorganised	 in	 line	 with	 the	 ordinary	 shares	 of	 the	 Company.	 At	 this	 time,	 all	 unvested	 options	 vested	 for	 a	 period	 of	 three	 months	 and	 then	 reverted	 to	 the	 original	 time	 vesting	 periods.
On	 27	 December	 2005,	 3,766,987	 options	 to	 purchase	 1.25p	 ordinary	 shares	 in	 the	 Company	 were	 granted	 	 at	 an	 exercise	 price	 of	 37 .5p.
During	 the	 year,	 5,231,040	 options	 were	 exercised	 for	 cash	 consideration	 of	 £527 ,384.
16. Reconciliation of operating loss to net cash outflow from operating activities 
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Operating	 loss	 	 	 	 	 (9,230)	 (6,500)
Depreciation	 and	 amortisation	 charges	 	 	 	 634	 271
Loss	 on	 disposal	 of	 tangible	 fixed	 assets	 	 	 	 	 –	 11
Increase	 in	 debtors	 	 	 	 	 (98)	 (1,785)
Increase	 in	 creditors	 	 	 	 	 502	 819
Foreign	 exchange	 (gains)/losses	 	 	 	 	 (220)	 372
Net	 cash	 outflow	 from	 operating	 activities	 	 	 	 	 (8,412)	 (6,812)
17. Reconciliation of net cash flow to movement in net funds  
	 	 	 	 	 2005	 2004	 	 	 	 	 	 £000	 £000
Increase/(decrease)	 in	 cash	 in	 the	 year	 	 	 	 3,058	 (5,911)
Increase	 in	 short-term	 deposits	 	 	 	 	 9,464	 1,573
Foreign	 exchange	 movements	 	 	 	 	 220	 (372)
Movement	 in	 net	 funds/(deficit)	 in	 the	 year	 	 	 	 12,742	 (4,710)
Net	 funds	 at	 1	 January	 	 	 	 3,590	 8,300
Net	 funds	 at	 31	 December	 	 	 	 	 16,332	 3,590
18. Analysis of net funds
	 	 	 At	 	 Foreign	 At	 	 	 	 1 	 January	 Cash	 exchange	 31 	 December	 	 	 	 2005	 flow	 movements	 2005	 	 	 	 £000	 £000	 £000	 £000
Cash	 at	 bank	 and	 in	 hand	 	 	 2,017	 3,058	 220	 5,295
Current	 asset	 investments	 	 	 1,573	 9,464	 –	 11,037
Net	 funds	 	 	 3,590	 12,522	 220	 16,332
Notes to the financial statements continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 39
19. Financial instruments
The	 Chief	 Financial	 Officer’s	 statement	 on	 page	 10	 provides	 an	 explanation	 of	 the	 role	 of	 financial	 instruments	 during	 the	 period	 in	 creating	 or	 changing	 the	 risks	 the	 Group	 faces	 in	 its	 activities.	 The	 explanation	 summarises	 the	 objectives	 and	 policies	 for	 holding	 or	 issuing	 financial	 instruments	 and	 similar	 contracts,	 and	 the	 strategies	 for	 achieving	 those	 objectives	 that	 have	 been	 followed	 during	 the	 period.
The	 numerical	 disclosures	 in	 this	 note	 deal	 with	 financial	 assets	 and	 financial	 liabilities	 as	 defined	 in	 Financial	 Reporting	 Standard	 13	 (FRS	 13)	 ‘Derivatives	 and	 other	 financial	 instruments:	 Disclosures’.	 Certain	 financial	 assets	 such	 as	 investments	 in	 subsidiary	 and	 associated	 companies	 are	 excluded	 from	 the	 scope	 of	 these	 disclosures.
As	 permitted	 by	 FRS	 13,	 short-term	 debtors	 and	 creditors	 have	 been	 excluded	 from	 the	 disclosures,	 other	 	 than	 the	 currency	 disclosures.
Interest rate profile
The	 interest	 rate	 profile	 of	 the	 Group’s	 financial	 assets	 at	 31	 December	 2005	 was	 as	 follows:
    Floating Fixed Non interest 
   Total rate rate bearing 
   2005 2005 2005 2005 
   £000 £000 £000 £000
Sterling	 	 	 14,157 4,157 10,000 –
Euro	 	 	 245 – 224 21
US	 dollar	 	 	 1,421 598 823 –
Canadian	 dollar	 	 	 509 509 – –
Total	 	 	 16,332 5,264 11,047 21
As	 at	 31	 December	 2005	 the	 weighted	 average	 floating	 interest	 rate	 yield	 across	 the	 Group	 was	 4.25%	 and	 	 the	 weighted	 average	 fixed	 interest	 rate	 yield	 across	 the	 Group	 was	 4.32%.
The	 profile	 as	 at	 31	 December	 2004	 for	 comparison	 purposes	 was	 as	 follows:
	 	 	 	 Floating	 Fixed	 Non 	 interest	 	 	 	 Total	 rate	 rate	 bearing 	 	 	 	 2004	 2004	 2004	 2004	 	 	 	 £000	 £000	 £000	 £000
Sterling	 	 	 26	 26	 –	 –
Euro	 	 	 73	 –	 –	 73
US	 dollar	 	 	 3,292	 1,719	 1,573	 –
Canadian	 dollar	 	 	 199	 199	 –	 –
Total	 	 	 3,590	 1,944	 1,573	 73 Ubiquity Software Corporation PLC Annual report and financial statements 2005 40 Ubiquity Software Corporation PLC Annual report and financial statements 2005
19. Financial instruments continued
Currency exposures
As	 explained	 on	 page	 10	 in	 the	 Chief	 Financial	 Officer’s	 statement,	 the	 Group’s	 objectives	 in	 managing	 currency	 exposure	 arising	 from	 its	 overseas	 trade	 and	 operations	 are	 to	 minimise	 its	 exposure	 by	 firstly	 maintaining	 the	 majority	 of	 it’s	 short-term	 monetary	 assets	 in	 sterling,	 and	 secondly	 by	 pursuing	 a	 natural	 hedge	 between	 local	 currency	 receipts	 and	 payables	 whenever	 possible.
The	 Group	 consolidates	 foreign	 subsidiaries	 using	 the	 temporal	 method.	 Gains	 and	 losses	 arising	 from	 these	 structural	 currency	 exposures	 are	 recognised	 in	 the	 profit	 and	 loss	 account.
The	 table	 below	 shows	 the	 Group’s	 currency	 exposures;	 in	 other	 words,	 those	 transactional	 exposures	 described	 above	 that	 give	 rise	 to	 the	 net	 currency	 gains	 and	 losses	 recognised	 in	 the	 profit	 and	 loss	 account.	 Such	 exposures	 comprise	 monetary	 assets	 and	 monetary	 liabilities	 of	 the	 Group	 that	 are	 not	 denominated	 in	 the	 operating	 (or	 ‘functional’)	 currency	 of	 the	 Group.	 As	 at	 31	 December	 2005	 these	 exposures	 were	 as	 follows:	 Net foreign currency monetary assets/(liabilities) 
	 	 	 Euro	 US	 $	 Canadian 	 $	 Total	 Currency	 	 	 £000	 £000	 £000	 £000
Cash	 and	 short-term	 investments	 	 	 244	 1,421	 510	 2,175
Other	 current	 assets	 	 	 433	 950	 570	 1,953
Other	 current	 liabilities	 	 	 (5)	 (227)	 (97)	 (329)
For	 comparative	 purposes,	 as	 at	 31	 December	 2004	 these	 exposures	 were	 as	 follows:
Net foreign currency monetary assets/(liabilities)
	 	 	 Euro	 US	 $	 Canadian 	 $	 Total	 Currency	 	 	 £000	 £000	 £000	 £000
Cash	 and	 short-term	 investments	 	 	 73	 3,292	 199	 3.564
Other	 current	 assets	 	 	 195	 934	 1	 1,130
Other	 current	 liabilities	 	 	 –	 (134)	 (64)	 (198)
As	 at	 31	 December	 2005,	 the	 Group	 held	 no	 currency	 swaps,	 forward	 contracts	 or	 other	 derivatives	 to	 	 manage	 these	 currency	 exposures.
As	 at	 31	 December	 2004,	 the	 Group	 had	 an	 outstanding	 financial	 commitment	 under	 a	 forward	 exchange	 contract	 to	 purchase	 US$1,500,000	 for	 £778,776.	 The	 contract	 matured	 on	 4	 January	 2005.
Notes to the financial statements continued Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 41
20. Financial commitments
Operating lease commitments
At	 31	 December	 2005,	 the	 Group	 was	 committed	 to	 making	 the	 following	 payments	 during	 the	 next	 year	 in	 relation	 to	 operating	 leases:
	 	 	 	 Land 	 and	 Motor	 	 	 	 	 	 buildings	 vehicles	 Total	 	 	 	 	 £000	 £000	 £000
Leases which expire
Between	 two	 and	 five	 years	 	 	 	 613	 15	 628
After	 five	 years	 	 	 	 73	 –	 73
	 	 	 	 686	 15	 701
At	 31	 December	 2004,	 the	 Company	 was	 committed	 to	 making	 the	 following	 payments	 during	 the	 next	 year	 	 in	 relation	 to	 operating	 leases:
	 	 	 	 Land 	 and	 Motor	 	 	 	 	 	 buildings	 vehicles	 Total	 	 	 	 	 £000	 £000	 £000
Leases which expire
Between	 two	 and	 five	 years	 	 	 	 292	 15	 307
After	 five	 years	 	 	 	 73	 –	 73
	 	 	 	 365	 15	 380
21. Related party transactions
At	 31	 December	 2005	 BellNet	 Corporation	 owned	 7 .27%	 of	 the	 share	 capital	 of	 the	 Company	 (2004:	 13.2%).	 During	 2005,	 the	 Company	 made	 sales	 to	 BellNet	 Corporation	 of	 £930,006	 (2004:	 £2,057 ,399)	 under	 a	 minimum	 commitment	 reseller	 agreement.	 Of	 the	 revenue	 recognised,	 a	 provision	 of	 £558,000	 was	 made	 	 due	 to	 non-receipt	 of	 the	 final	 payment	 due	 under	 the	 above	 minimum	 commitment	 reseller	 agreement.	 BellNet	 Corporation	 disposed	 of	 its	 shares	 in	 Ubiquity	 after	 31	 December	 2005.
Celtic	 House	 Investment	 Partners	 Limited	 owned	 6.8%	 of	 the	 share	 capital	 of	 the	 Company	 (2004:	 12.3%).	 During	 2005,	 the	 Company	 reimbursed	 Celtic	 House	 Investment	 Partners	 £14,583	 (2004:	 £nil)	 in	 relation	 to	 	 the	 provision	 of	 directors’	 services	 for	 S	 J	 Gibson.	 After	 the	 year-end,	 Celtic	 House	 Investment	 Partners	 	 Limited	 transferred	 its	 interest	 in	 Ubiquity	 to	 Wesley	 Clover	 Corporation.
The	 Company	 has	 applied	 the	 exemption	 granted	 by	 Financial	 Reporting	 Standard	 8	 not	 to	 disclose	 related	 party	 transactions	 with	 Group	 Companies,	 where	 90%	 or	 more	 of	 the	 voting	 rights	 of	 the	 subsidiary	 company	 are	 controlled	 within	 the	 Group. Ubiquity Software Corporation PLC Annual report and financial statements 2005 42 Ubiquity Software Corporation PLC Annual report and financial statements 2005
Company information
Company Registration
2719723
Company Secretary
Rafferty	 Atha	 Jackson
Registered Office
Building	 3
Eastern	 Business	 Park
Wern	 Fawr	 Lane
St	 Mellons
Cardiff	 CF3	 5EA
	 Nominated Adviser & Broker
Evolution	 Securities	 Limited
100	 Wood	 Street
London	 EC2V	 7AN
	 Auditors
Deloitte	 &	 Touche	 LLP
Blenheim	 House
Fitzalan	 Court
Cardiff	 CF24	 0TS					 Solicitors
Osborne	 Clarke
1	 London	 Wall
London	 EC2Y	 5EB
Principal Bankers
HSBC	 plc
114	 St	 Mary	 Street
Cardiff		 CF10	 1LF
Registrars
ComputerShare	 Investor	 Services	 plc
The	 Pavilions
Bridgwater	 Road
Bristol	 BS99	 1XZ Ubiquity Software Corporation PLC Annual report and financial statements 2005 Ubiquity Software Corporation PLC Annual report and financial statements 2005 43
Financial calendar
2005 Results –	 8	 March	 2006	 AGM	 –	 2	 May	 2006	 Interim	 –	 September	 2006	 Year-end	 –	 31	 December	 2006	 •
•
•
• Ubiquity Software Corporation PLC Annual report and financial statements 2005 44
Notes Ubiquity Software develops and markets 
SIP-based communications software  
for fixed and mobile Service Providers, 
System Integrators, Independent Software 
Vendors and OEM partners worldwide.
01	 Highlights
02	 Ubiquity 	 at	 a	 glance
Annual report and financial statements
04	 Chairman’ s 	 statement
06	 Chief 	 Executive’ s	 statement	 10	 Chief 	 Financial	 Officer’ s	 statement
12	 Board 	 of	 Directors
13	 Directors’ 	 report
15	 Corporate 	 governance	 statement	 17	 Directors’ 	 remuneration	 report
21	 Statement 	 of	 Directors’	 responsibilities
22	 Independent 	 Auditors’	 report
24	 Consolidated 	 profit	 and	 loss	 account
25	 Combined 	 statement	 of	 movement	 in	 shareholders’	 funds	 and	 reconciliation	 	 of	 movements	 on	 reserves
26	 Consolidated 	 balance	 sheet
27	 Company 	 balance	 sheet
28	 Consolidated 	 cash	 flow	 statement
29	 Notes 	 to	 the	 financial	 statements
42	 Company 	 information
43	 Financial 	 calendar
©	2006	Ubiquity	Software	Corporation	plc.	All	rights	reserved.		Ubiquity	is	a	 registered	trademark	of	Ubiquity	Software	Corporation	plc.	All	other	products,	 company	names,	logos,	and	services	are	the	trademarks	of	the	respective	holders. Do you see what we see?
Ubiquity Software Corporation PLC
Annual report and financial statements 2005
UK Office
Eastern Business Park
Building 3
Wern Fawr Lane
St Mellons
Cardiff CF3 5EA
T:  +44 (0) 29 2081 7500
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Customer Support
In Europe and Asia
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In the Americas
T: +1 888 830 5477
T: +1 650 413 7125
Ubiquity Software Corporation PLC  Annual report and financial statements 2005