ANNUAL REPORT & ACCOUNTS 2007 Z GROUP plc is a 
marketing-led Internet 
software products and 
services company. 
Products and services 
are commercialised 
through proven marketing 
techniques aimed at mass 
consumer markets. 
CONTENTS 
Ë	 Highlights 01
Ë	 Business Profile 02
Ë	 Chairman’s Statement 04
Ë	 Joint Chief Executives’ Statement 06
Ë	 Board of Directors 10
Ë	 Directors’ Report  12
Ë	 Corporate Governance   16
Ë	 Report of the Directors on Remuneration  18
Ë	 Statement of Directors’ Responsibilities 20
Ë	 Independent Auditors’ Report to the 
members of Z GRouP plc 21
Ë	 Consolidated Profit and Loss Account 22
Ë	 Consolidated Balance Sheet 23
Ë	 Company Balance Sheet  24
Ë	 Consolidated Cash Flow Statement 25
Ë	 Accounting Policies 26
Ë	 Notes to the Financial Statements  28
Ë	 Notice of Annual General Meeting 45
Ë	 Form of Proxy  47
Ë	 Advisers 49
COrpOra TE STaTEmENT
aNNUaL rEpOr T & aCCOUNTS 2007
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 “The sentiment within the Group 
is one of excitement for the 
current financial year, with a 
focus on maintaining our core 
businesses, exploiting the 
Group’s IP and developing a 
new pipeline of products, with 
a more efficient cost-base.”
Jack Bekhor and Jamie True,  
Joint Chief Executive Officers
HigHLigHTS
01
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Results in line with market expectations:
Turnover £2.6m (2006: £5.0m) 
Loss before tax of £1.1m, including a share  
option charge of £0.3m (2006 profit of £0.4m, 
including a share option charge of £0.7m) 
Gross Profit Margin 75% (2006: 78%) 
Administrative expenses down by 13%  
to £3.2m (2006 adjusted: £3.6 m)
Cash of £2.2m (2006: £4.1m), with cost cutting 
programme initiated
Minority Interest in Onshare Limited acquired in 
exchange for £3.8m Z GROUP shares
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“revolutionary”
“It’s no exaggeration to say 
ONSPEED Mobile could 
revolutionise mobile web 
browsing” 
PC Advisor
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 Launched in March 2006, 
ONSPEED Mobile uses compres-
sion technology and licensed page 
reformatting software to enhance 
mobile phone surfing, making it 
faster, easier and more affordable. 
By compressing web pages by up 
to 80% and resizing pages to fit 
specific mobile screens, users enjoy 
speed increases of up to ten times, 
web pages that are easy to view 
and use and data savings of up to 
75%. As most operators charge per 
Megabyte of data, by compressing 
the data, bills are reduced.
ONSPEED Mobile addresses the 
growing market for mobile Internet 
access and is aimed at the 700 
million java-enabled mobile 
phone users across the world. 
It has been reviewed success-
fully in over 15 publications, 
securing several five star awards 
in magazines such as Stuff, 
WebUser and Computer Active.
ONSPEED is the leading Internet 
acceleration software in the market. 
An award-winning product, it 
relies upon patented compression 
technology that delivers Internet 
speed increases of up to ten times 
for Dial-up and up to five times 
for Broadband connections. It is 
available online and in retail outlets 
in the UK and abroad. 
Dial-up users still make up the 
majority of Internet users in 
emerging markets like Brazil, India, 
Mexico and Russia. For such 
connections, ONSPEED delivers 
the only viable means to increase 
web browsing speeds and signifi-
cantly enhance the sending and 
receiving of emails. For users who 
are on a Broadband connection of 
up to two Megabytes (2Mb) and 
who frequently do not receive the 
promised speeds, as a result of line 
quality, distance from the exchange 
and contention ratios, ONSPEED 
delivers speed increases of up to 
five times. BT now offers ONSPEED 
as an enhancement to their 1Mb 
and 2Mb connections. 
Z gr OUp delivers consumer-
focused software services using 
cutting-edge technologies that are 
acquired through exclusive licenses 
or developed from the group’s own 
intellectual property (ip). 
Bridging the gap between new 
technology and marketing, the 
group combines a highly effective 
direct-to-consumer marketing 
approach, accelerated time-to-
market and a growing portfolio of 
innovative products. The group’s
strength lies in identifying new 
technological opportunities with 
well-defined commercial potential 
and developing these by licensing, 
acquiring and creating ip. it has 
produced a number of strong 
consumer brands, establishing 
key partnerships and delivering 
effective, analytical marketing 
strategies.
“fast”
BUSiNESS prOfiLE
“ (ONSPEED) is effective on ADSL 
connections as well as dial-up. I’ve tried it 
on both, and on broadband my e-mail came 
in faster than Outlook could display it!”
Micro Mart
prOdUCT pOr TfOLiO: 
Z grOUp CUrrENTL y COmpriSES 4 aCTivE BUSiNESSES:
Net2Roam is a pre-paid service 
purchased online that delivers 
Internet access in over 140 countries 
and from over 29,000 locations, 
permitting users to browse the 
web and send and receive emails 
using their existing email accounts. 
Net2Roam addresses the global 
need for low-cost easy Internet 
access when travelling abroad. 
Relaunched in February 2007 with 
iPass (NASDAQ: IPAS) infrastruc-
ture, Net2Roam added 76,000  
Wi-Fi hotspots in 68 countries to its 
offering. 
NetAway, a cut-down version of 
Net2Roam previously sold in retail 
outlets throughout the UK, was 
amalgamated into Net2Roam as 
part of the successful Net2Roam 
relaunch in February 2007. All 
existing NetAway customers 
were migrated over to the new 
Net2Roam product via a series of 
email communications.
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 OnShare is the most recent addition 
to the Group’s portfolio. A software 
service, it uses proprietary next 
generation file sharing technology 
to deliver the most secure and 
easiest way to share files with a 
closed network of friends known as 
Friend-to-Friend (F2F). The Group 
has made a significant investment 
in research and development over 
the last 2.5 years and purchased 
the outstanding minority interest in 
OnShare in December 2006. 
Securing 100% ownership of the 
OnShare subsidiary allows the 
Group to benefit fully from the 
growing market for file sharing, 
which currently accounts for at least 
60% of all Internet traffic. OnShare 
is set to satisfy the increasing 
demand while addressing the 
inherent problems associated with 
other kinds of file sharing. 
Offering secure, private, one-to-
one file sharing, OnShare has 
been developed to integrate into 
the very heart of the Windows 
application. It enables secure 
file sharing without the bundled 
spyware and malware associated 
with most other programs. By inte-
grating directly into the Windows 
operating system, users can create 
Virtual Private Networks (VPNs) 
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“...a growing portfolio of 
innovative products”
on-the-fly without the requirement 
for hardware and set-up. Known 
as Instant Private Networks (IPNs) 
OnShare enables friends, family 
and small to medium enterprises to 
establish the kind of networks that 
have commonly been the preserve 
of big business. 
The group focuses on low-risk, 
pre-paid cash generation and its 
product portfolio emphasises low-
cost products, low-cost customer 
acquisition and high levels of 
customer retention, achieved 
through the provision of excellent 
customer service and product 
upgrades. 
Z grOUp plc was admitted to the 
alternative investment market 
(aim) in June 2005 to enhance 
its profile among customers and 
prospective partners. This is the 
group’s second annual report as a 
listed company. 
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 “godsend”
“ Your service has been a godsend for me 
and my small company, our need to operate 
on an international basis would not be 
possible without Net2Roam”
John Coombs, Meadvale International Ltd
CHairmaN’S ST aTEmENT
The key elements of our results for 
the year to 28 February 2007 are 
that turnover was down to £2.6 
million (2006: £5.0 million) and 
losses before tax and the share 
option based charge were £0.8 
million (2006: profit of £1.0 million). 
Cash balances reduced to £2.2 
million (2006: £4.1 million).
These results demonstrate the 
resilience of ONSPEED as we 
continued with the development 
of OnShare. There is no doubt 
that the challenges associated 
with the development of OnShare 
have been greater than originally 
anticipated but this product is 
now out and we are confident it 
will be considerably better for the 
delays encountered. As a result 
of this emphasis on development 
expenditure last year, the cash 
burn rate was considerable but 
it has been reduced substantially 
since the beginning of this year.
COrpOra TE STra TEgy
Our strategy for growing the 
business remains as stated in 
our AIM admission document – 
to identify, acquire or licence and 
develop technology opportuni-
ties and to commercialise them 
through proven brand develop-
ment and analytical and cost 
efficient marketing. We continue 
to monetise the current products 
within the Group as well as seeking 
new, innovative, web-enabled tech-
nologies to add to our portfolio that 
are pre-paid, high margin and offer 
high visibility. We have acquired the 
technology rights to market some 
new products which will grow our 
product portfolio, thereby enabling 
us to utilise our customer base to 
maximum effect.
In December 2006, we completed 
the acquisition of the outstanding 
minority interest in Onshare 
Limited which holds the OnShare 
technology and this will allow us 
to gain the full advantage of this 
new product when commerciali-
sation commences. 
BOard Of dirECTOrS
We strengthened our Board by 
appointing three new members 
in the year. In July 2006, Polly 
Williams was appointed as a 
non-executive Director and as 
Chair of our Audit Committee and 
Jonty Slater, the Group’s Chief 
Technical Officer, was appointed 
as an executive Director. Duncan 
Neale was appointed as Finance 
Director and Company Secretary 
in September 2006.
Ian Smith, who joined as a non-
executive Director at the time of 
our AIM listing in June 2005, has 
decided to stand down from the 
Board at our forthcoming AGM due 
to his other increasing business 
commitments. We have benefited 
greatly from Ian’s wisdom and 
experience and wish him well with 
his other endeavours. 
OUr pEOpLE
Success in the technology 
sector is fundamentally reliant 
upon making the best use of the 
people it employs to create intel-
lectual capital. We are committed 
to motivating, developing and 
rewarding our employees and 
are pleased that employees 
have been with Z GROUP for an 
average of nearly two and a half 
years. We promote knowledge 
sharing across the Group, 
ensuring that management are 
responsive to issues and trends 
within the business and the wider 
marketplace. Our employees are 
encouraged to keep abreast of 
new technology in the market-
place in order to remain competi-
tive. We also promote a collegiate 
atmosphere based on teamwork 
so as to foster creativity while 
focusing on business development.
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 We are grateful for the support 
and continued hard work put in by 
these 22 highly skilled employees. 
They are truly the key to the future 
of our business. 
COrpOra TE rESpONSiBiLiTy
Part of Z GROUP’s philosophy 
is to work to the highest ethical 
standards wherever possible – 
this includes its relationships with 
employees and customers and 
all those who may have dealings 
with the Group. We actively 
support a small start-up charity 
and provide encouragement 
to those employees involved. 
Also, we adhere to all environ-
mental regulations and have, 
where possible, utilised environ-
ment-sustaining policies such as 
recycling and waste reduction. We 
also encourage our employees 
to use environmentally-friendly 
supplies wherever possible, and 
to conserve electricity and water. 
prOSpECTS
OnShare is now at the stage 
where we can see its potential and 
believe it can deliver significant 
shareholder value. Our priority 
this year is to commercialise the 
OnShare product and to become 
cash positive. Our existing 
and other new products, and a 
much reduced cash burn rate, 
will assist us in that endeavour. 
The current year’s trading is 
currently ahead of budget and 
we are cautiously optimistic that 
the coming months will continue  
that trend. 
JOHN STaNdEN
Non-Executive Chairman
21 June 2007
05
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“[Our employees] are truly the key 
to the future of our business.”
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 JOiNT CHiEf EXECUTivES’ ST aTEmENT
iNTrOdUCTiON
The past financial year has seen 
focus on the following areas:
The core consumer product 
ONSPEED, improving the cost 
of acquisition and focusing on 
customer retention, mitigating a 
reduction in sales as a result of the 
increasing use of Broadband;
ONSPEED Mobile which 
provides a fast, full Internet expe-
rience on a mobile phone, was 
launched last March 2006 and 
the business continues to focus 
on sales both to consumers and 
also to operators; 
The development of the innova-
tive file sharing service OnShare, 
and its underlying technology. 
Beta testing of OnShare was 
concluded in February 2007 and 
is demonstrating encouraging 
signs of success;
Laying the groundwork for the 
release of new products; and
Towards the end of the year, 
the commencement of a cost-
cutting exercise.
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fiNaNCiaL OvErviEw
The Group’s results for the 12 months 
ending 28 February 2007 show a 
loss before tax of £1.1 million on 
turnover of £2.6 million, compared 
to a restated profit in 2006 of £0.4 
million on turnover of £5.0 million.
Turnover from ONSPEED re-
presents 88% of total turnover 
for the year. The fall in ONSPEED 
turnover from £4.4 million for 2006 
to £2.4 million in 2007 was princi-
pally as a result of the growth of 
competitive, fast Broadband in the 
UK, Europe and the US. 
Net2Roam contributed £0.1 million 
to turnover (2006: £0.4 million) 
and ONSPEED Mobile which was 
launched in 2006 added £0.1 million 
to turnover. 
The loss in the year adjusted for all  
non-cash items was £0.6 million. 
Together with the investment 
in OnShare of £1.3 million, 
this has resulted in a net cash 
outflow of £1.9 million, leaving 
cash resources of £2.2 million at  
28 February 2007.
A cost saving plan was implemented 
in January 2007 and we are already 
seeing the benefits in the current 
financial year.
SHar E iSSUES
333,172 shares were issued in the 
year on the exercise of share options 
by three option holders.
A further 3,942,134 shares were 
issued to the minority shareholders 
of Onshare Limited to acquire the 
49% minority interest in the business, 
ensuring that the benefits of the future 
success of this service will flow 100% 
to Z GROUP shareholders.
rE viEw Of Op Era TiONS
The primary aims in the past year were 
to maintain good customer retention 
in ONSPEED, while gaining market 
traction for two new products, 
ONSPEED Mobile and OnShare. 
ONSpEEd
In spite of the predicted decline in 
Dial-up Internet access, ONSPEED 
has performed well throughout the 
year in retaining its direct customer 
base whilst gaining additional rest of 
the world revenue through partner-
ships in new territories. Online sales 
continue to account for the majority 
of sales both in the UK and abroad. 
ONSPEED has been a mainstay since the business was 
founded and has provided a valuable Internet service 
for those consumers who have not converted to Internet 
Broadband usage.
“safe”
“(OnShare is) a safe and convenient  
way of sharing files among friends”
Web User
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 We recognise the need for  
local support within international 
markets and have established  
relationships with key local 
partners, which we have found to 
be highly beneficial in supporting 
sales growth. Following the 
success of ONSPEED sales via 
the web and the release of the 
retail version in Europe, we have 
signed a number of additional 
distribution deals for ONSPEED 
in Poland and Russia. In Russia, 
we deployed a retail promotion 
in March 2006 through monthly 
scratch cards, thereby addressing 
low credit card penetration  
and successfully attracting  
direct consumer revenue. In August 
2006, we closed an agreement with 
Voxnet, one of Poland’s leading 
ISPs, to promote ONSPEED and 
ONSPEED Mobile. 
The Group’s retail presence in 
Europe and the US has also been 
strengthened. In April 2006, the 
Group signed a retail agreement 
with Avanquest, a leading global 
publisher of best-selling personal 
and professional software 
marketed in over 100 countries, 
for France and Spain gaining a 
retail presence in key multiples 
including FNAC, Boulanger and 
through select online portals 
such as Bluesquad and Blitzbox. 
In February 2007, we appointed 
Navarre (NASDAQ: NAVR), a 
leading distributor of home enter-
tainment PC software in the US. 
In June 2006, we announced an 
extension to the agreement with 
BT to distribute ONSPEED to BT’s 
512kb Broadband base, giving 
these customers up to 5 times 
faster connectivity with ONSPEED 
Version 5. The Group continues to 
use these high profile relationships 
to further improve its awareness 
and credibility to a wider interna-
tional audience. 
Marketing spend on ONSPEED 
represented 29% of total Group 
indirect costs, representing a 
continuation of the historically 
efficient use of marketing. With 
targeted media buying and 
innovative in-house analysis, cost 
per sale equated to an efficient 
£6.76 compared to £8.04 in 2006. 
To further increase ARPU across 
the ONSPEED base, we launched 
an ONSPEED toolbar in February 
2007, providing more value to the 
ONSPEED product as well as a 
search box powered by YAHOO! to 
capitalise on search revenue from 
the ONSPEED base. The benefit 
of this added capability will be 
reflected in next year’s results. 
ONSPEED Mobile
The ONSPEED Mobile product 
became commercially available  
in March 2006 via Internet 
subscription and through existing 
UK distribution channels, including 
Amazon, PC World, Play and 
Staples. ONSPEED Mobile has 
received wide acclaim in the trade 
press, many of whom believe that 
demand will be triggered by the 
current expense of accessing the 
Internet via mobile devices – the 
same driver behind the original  
success of ONSPEED. 
07
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“ONSPEED Mobile has 
received wide acclaim 
in the trade press”
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 JOiNT CHiEf EXECUTivES’ ST aTEmENT
Fifteen publications have 
presented upbeat reviews, 
some granting 5 star awards, 
notably Computer Active, Stuff 
and WebUser. Although direct 
consumer sales have been slow 
to materialise, the Directors 
believe in the size and strength 
of the mobile Internet market 
and feel ONSPEED Mobile is 
well-positioned to benefit from 
longer term consumer take-up. In 
addition, deeper market penetra-
tion will take place via partnership 
with mobile network operators 
as demonstrated by a diverse 
pipeline of potential partners and 
jurisdictions.
OnShare
The Group has continued to 
invest significantly in OnShare, 
the proprietary file sharing 
software. The development of 
OnShare over the last 12 months 
has seen a series of continuous 
improvements to the design 
and functionality of the OnShare 
product, with focus on building 
stability and ease of use. In 
addition, significant R&D has been 
invested in OnShare’s underlying 
protocol, “ActiveStream”. This 
proprietary IP will be re-used and 
is set to become the basis for 
future consumer and corporate 
product development. 
OnShare was launched to a test 
group of users in March 2006, with 
subsequent upgrades through the 
year. This test identified a number 
of required improvements prior 
to launch and in February 2007 
a soft launch was implemented 
providing users with free access 
to the product which included a 
mechanism to encourage viral 
marketing. The growth in users 
has exceeded budget and based 
on this trend, we plan to commer-
cialise the product with marketing 
support around the middle of 
the current financial year. Share-
holders will be informed at the 
commencement of this initiative 
and will be regularly updated as  
to progress.
Net2Roam
Net2Roam continues to provide 
a consistent revenue stream, 
with very little requirement for 
additional resources or marketing 
budget. Relaunched in February 
2007 using iPass (NASDAQ: IPAS) 
infrastructure, Net2Roam added 
76,000 Wi-Fi hotspots in 68 
countries to its offering.
COST SaviNgS aNd 
pErfOrmaNCE iN THE 
CUrrENT fiNaNCiaL yEar
A cost saving plan was imple-
mented starting in January 2007, 
based on a staff redundancy 
programme, continuing focus 
on efficient marketing spend, 
streamlining server use across 
our portfolio of products and 
negotiating better terms with  
our suppliers. 
As a result of these costs  
savings, our unaudited manage-
ment accounts for the first two 
months of the current financial  
year show a 30% reduction in 
administrative costs year-on-year. 
In addition, consolidated sales 
for quarter one of the current year 
are ahead of budget.
OUTLOOk
The extended test launch of 
OnShare, although putting us 
behind our original plan at the 
time of admission to AIM, has 
resulted in a stronger offering to 
consumers. OnShare offers several 
unique features to consumers and 
to SMEs which the Group intends 
to take full advantage of in the  
“great”
“(ONSPEED Mobile is) a great way to bring 
the web to your mobile phone, it works 
extremely well” 
Personal Computer World,  
Product Of The Week
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 coming months. Additionally, 
the R&D invested in OnShare’s 
underlying proprietary protocol, 
“ActiveStream” is well-placed 
to be used in other products 
developed by the Group to drive 
future revenue streams. 
Mobile Internet usage is the 
key driver to ONSPEED Mobile, 
our other recent product, which 
uses proprietary compression 
technology to enable more 
efficient access to the Internet,  
and we are confident of the 
conclusion of operator agreements 
and healthy consumer demand in  
the coming year.
The Group has continued to 
identify commercial opportuni-
ties for new technologies and 
to develop products that satisfy 
consumer needs. We have a 
confirmed launch plan for two new 
and exciting software products 
that adhere to our high margin, 
pre-paid criteria.
The sentiment within the Group is 
one of excitement for the current 
financial year, with a focus on 
maintaining our core businesses, 
exploiting the Group’s IP and 
developing a new pipeline of 
products with a more efficient 
cost-base.
JaCk BEkHOr
JamiE TrUE
Joint Chief Executive Officers
21 June 2007
09
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“We have a confirmed launch plan 
for two new and exciting software 
products that adhere to our high 
margin, pre-paid criteria” BOard Of dirECTOrS
JaCk BEkHOr 
(Joint Chief Executive)
Educated at Imperial College, 
London and the Ecole des 
Ponts et Chausses in Paris, 
Jack is a serial entrepre-
neur who has founded or 
co-founded a number of 
successful companies in the 
telecoms and IT sectors. In 
1992 he was recruited by a US 
venture capital company to 
become Operations Director 
of Infolines, a provider of 
payphone services to targeted 
market sectors in the UK. 
Infolines became the second 
largest private payphone 
operator in the UK with over 
10,000 payphones, including 
the orange street phones in 
and around London. In 1997, 
he brought in a management 
team to run Infolines and left to 
set up LCR T elecom, the first 
European switchless-reseller, 
providing least cost routing 
services to SMEs, which was 
sold to Primus T elecommu-
nications in February 2000, 
for a valuation in excess of  
$100 million.
In March 2002, with partner 
Jamie, Jack created and 
launched Net2Roam, the 
first company to offer a real-
time prepaid pay-as-you-
go Internet roaming service 
with access in 163 countries 
around the world. 
JamiE TrUE 
(Joint Chief Executive)
A born entrepreneur, at 
the age of 17 Jamie set 
up Power Organisation, a 
UK-based trading group 
of companies focused on 
branded and textile surplus 
inventory, servicing most 
major retail store groups. 
The business grew to a 
turnover of circa £6 million 
and merged with its largest 
competitor in June 1997. 
He then co-founded Inter-
clubnet PLC, creating and 
inventing the trading platform  
‘X-tranet’. Following its 
success, a strategic tech-
nology alliance was nego-
tiated and a £10 million 
share exchange effected 
with Realtech AG, which 
was traded on the German 
stock market. By December 
1999, the business had over  
150 major football clubs 
paying a yearly subscrip-
tion as well as admin-
istering 120 leagues 
for the FA and signed a  
£12 million four year deal 
with them. In August 2000 
the company floated on 
AIM with a market capitali-
sation of £30 million. 
dUNCaN NEaLE
(Finance Director and 
Company Secretary)
Duncan qualified as an 
ACA with Price Waterhouse 
in London. He spent the 
early part of his career as 
Group Financial Controller at 
Quantum Energy Derivatives 
PLC (now part of Corona 
Energy) in which he played 
a leading role in the transfor-
mation of the business from 
being a small energy broker 
to being the largest inde-
pendent energy supplier to 
businesses in the UK. Most 
recently, Duncan assisted 
on the flotation of IX Europe 
plc. He joined Z GROUP 
as a consultant in February  
2006 and was formally ap-
pointed as Finance Director 
and Company Secretary in 
September 2006.
JONTy SLa TEr 
(Chief Technical Officer)
In May 2001, Jonty  
was appointed corporate 
manager at Community 
Internet, managing both 
the ISP services and 
website development. In 
January 2003, Jonty joined  
Z GROUP as Chief Technical 
Officer and has been instru-
mental in the creation and 
development of Z GROUP’s 
products. Jonty is respon-
sible for all Z GROUP’s 
technological development 
and maintenance including 
customer services.
“innovative”
“ Safely exchange data online with your 
friends using the innovative OnShare  
file-sharing and messaging program” 
PC Utilities
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 JON CLaydON 
(Non-Executive)
After completing a law 
degree at Durham University 
in 1983, Jon worked as a 
commodity trader for Cargill 
based in their Geneva office. 
In 1990 he left to found the 
direct marketing and sales 
promotion agency Claydon 
Heeley International. In 
1998 the agency was 
acquired for a consideration 
of £26 million by Omnicom, 
the world’s largest adver-
tising and communica-
tions group. Jon is now 
chairman of Zulu Group, 
which includes Claydon 
Heeley, Agency Republic, 
Campaign magazine’s 
Agency of the Year, Code, 
the marketing technology 
agency, and Weapon 7, 
the interactive television 
advertising agency. 
iaN SmiTH 
(Non-Executive)  
(retiring on 30 July 2007)
Ian is the founder and CEO 
of Matrix Communica-
tions Group, which began 
trading in 2003 and 
currently has a market 
capitalisation of approxi-
mately £55 million. In this 
time, Ian has also overseen 
and integrated six acquisi-
tions. He previously worked 
as UK Managing Director of 
Foundry Networks and as 
Chief Operating Officer of 
Dataworkforce and before 
that at Cisco Systems and 
Cable & Wireless.
JOHN STaNdEN 
(Non-Executive 
Chairman) 
John is a Durham graduate 
and a Member of the Secu-
rities Institute. He is also 
non-executive chairman of 
Xploite plc and Stanelco 
plc and the senior non-
executive Director of 
Lavendon plc. In a voluntary 
capacity, he is chairman of 
the Council of Hull Univer-
sity. He was chief executive 
of Corporate Finance for 
BZW from 1993 to 1995 
prior to his retirement from 
Barclays in 1998. 
pOLLy wiLLiamS
(Non-Executive)
Polly Williams was an 
audit partner in KPMG for 
6 years until March 2003. 
She is currently a non-
executive member of the 
Audit and Risk Committee 
of the Cabinet Office. She 
is currently a non-executive 
Director of Execution 
Holdings Limited, National 
Counties Building Society 
and Scotiabank Ireland 
Limited. She is a trustee 
of two charities. She was 
a non-executive Director of 
Legend Communications 
plc until its acquisition by 
Thus Group. 
11
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
The Directors present their Report and the audited financial statements for the year ended 28 February 2007. 
BUSiNESS REviEw AND PRiNCiPAL ACTiviTiES 
Z GROUP plc is a marketing-led internet technology services group that licenses, acquires and creates 
technologies with well defined potential and commercialises them for the mass consumer market. A more 
detailed review of the Group’s activities during the last year and its prospects is given in the Joint Chief 
Executives’ Statement on pages 6 to 9. 
The key performance indicators used by the Directors and management to manage the main businesses during 
the year are summarised below:
ONSPEED:
The objective is to acquire new business efficiently:
New web licences          31,275 (2006: 118,400) Ë
Retail sales         £131,051 (2006: £672,323) Ë
wholesale & search income          £119,353 (2006: £104,988) Ë
Marketing spend / unit sale         £6.76 (2006: £8.04) Ë
ONSPEED Mobile
The objective is to grow this new business, whether directly or via operators:
New licences         5,759 (2006: nil) Ë
OnShare business:
The objective is to grow the number of people that use this service:
Registered users         7,281 (2006: nil) Ë
Future Developments 
Likely future developments are set out in the outlook section of the Joint Chief Executives’ Statement.
Principal Business Risks and Uncertainties
The Board has processes in place for identifying and managing business risks, and reviews the major operational 
risks and uncertainties at each Board meeting. The major risks and uncertainties and how the Board tries to 
mitigate them are:
competitive pressures – Z GROUP’s competitors include major corporations that have much larger 
customer bases. The Group has focused on best-in-breed technologies compatible with the technologies 
of major players in areas where there is a growing market, so as to appeal to the widest customer base.
down-turn in the existing product range. The life of existing products is extended by marketing in the 
emerging markets. Risk is mitigated also by diversification of the product range, in the short term by 
licencing profitable products and in the medium term by bringing our own technology to market.
1.
2.
DiReCtORS’ RePOR t 13
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
inability to protect our intellectual property. The Group invests vigorously in its patent portfolio, to ensure 
that inventions are patented and protected.
the departure of key personnel. The Group has a competitive package of remuneration and share options 
for personnel. The Group also encourages a working environment where communication between 
employees and management is open and leads to a good working relationship.
financial risks.The management of these risks is set out in note 16 of the financial statements.
Results and dividends
The results for the year are set out on page 22. The Group’s results for the 12 months ending 28 February 2007 
show a loss before tax of £1.1 million on turnover of £2.6 million, compared to a restated profit in 2006 of 
£0.4 million on turnover of £5.0 million. The Directors do not recommend a dividend (2006: £nil).
Directors 
Directors who have served during the year are shown below:
Jack Bekhor         Appointed 20 April 2005 Ë
Jon Claydon         Appointed 26 May 2005 Ë
Duncan Neale         Appointed 4 September 2006 Ë
Jonty Slater         Appointed 6 July 2006 Ë
ian Smith         Appointed 15 June 2005 Ë
John Standen         Appointed 15 June 2005 Ë
Jamie True         Appointed 20 April 2005 Ë
Polly williams         Appointed 6 July 2006 Ë
Directors’ interests in shares and options
Directors’ interests in the shares of the Company, including family interests, were as follows:
Ordinary shares
 of 5p each at 
28 February 2007
Ordinary shares
 of 5p each at 
28 February 2006
Jack Bekhor 3,998,825 3,998,825
Jon Claydon 1,729,170 1,345,170
Duncan Neale – –
Jonty Slater – –
ian Smith 23,148 23,148
John Standen 23,148 23,148
Jamie True 3,998,825 3,998,825
Polly williams – –
3.
4.
5.
DiReCtORS’ RePOR t Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
DiReCtORS’ RePOR t
Under the rules of the Z GROUP EMi Share Option Plan, the Directors have been granted an interest in options 
over ordinary shares of £0.05 each as follows:
At 
28 February 
2006
Number of 
options 
issued 
during the 
year
Number
 of options
 exercised
 during the
 year
At
28 February 
2007
Date from
 which exercisable Expiry date
Exercise 
price
(pence)
Jack Bekhor 92,592 – – 92,592 20 June 2006 20 June 2015 108.0
Duncan Neale – 157,480 – 157,480 4 September 2007 15 December 2016 63.5
Jonty Slater 480,200 – (60,000) 420,200 20 June 2006 20 June 2015 5.0
Jonty Slater – 47,244 – 47,244 30 June 2007 15 December 2016 63.5
Jamie True 92,952 – – 92,592 20 June 2006 20 June 2015 108.0
There have been no changes in any Directors’ interests in shares or options between 28 February 2007 and 
21 June 2007.
Employment Policy
it is the policy of the Group to operate a fair employment policy. No employees or job applicants are less 
favourably treated than another on the grounds of their sex, sexual orientation, age, marital status, religion, race, 
nationality, ethnic or national origin, colour or disability and all appointments and promotions are determined 
solely on merit. The Directors encourage employees to be aware of all issues affecting the Group and place 
considerable emphasis on employees sharing in its success through its employee share option scheme. 
Research & Development
The Group has invested heavily in the development of new products and is committed to continued development 
activities in order to secure a leading position for its technology offerings.
Substantial Shareholdings 
As at the close of 13 June 2007, being the last practicable date prior to the publication of this document, 
the Company has been advised of the following shareholdings of 3% or more in the issued share capital of 
Z GROUP plc:
Number of Shares
Percentage of Issued
 Share Capital
Jack Bekhor* 3,998,825 16.84%
Jamie True* 3,998,825 16.84%
Chris Potts 2,135,180 8.99%
Gareth Mallett 1,773,960 7.47%
Elizabeth wilkinson 1,773,960 7.47%
Jon Claydon** 1,729,170 7.28%
BNY (OCS) Nominees Ltd 833,333 3.51%
Pershing Keen Nominees Ltd 799,680 3.37%
* shares held in the name of Clachan Nominees Limited
** shares held directly and through Clachan Nominees Limited and Rock (Nominees) Ltd 15
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Payment of Suppliers
it is the Group’s policy to pay suppliers in accordance with the terms and conditions agreed in advance, providing 
all trading terms and conditions have been met. All payments are made in the ordinary course of business and 
the Group expects to pay all supplier debts as they become due.
Trade creditor days based on creditors at 28 February 2007 were 27 (2006: 44) days.
Charitable and political donations
During the year, the Group made charitable payments of £8,730 (2006: £6,000). There were no donations made 
for political purposes.
Auditors
The Directors, having been notified of the cessation of the partnership known as Baker Tilly, resolved that Baker 
Tilly UK Audit LLP be appointed as successor auditor with effect from 1 April 2007, in accordance with the 
provisions of the Companies Act 1989, s26(5). Baker Tilly UK Audit LLP has indicated its willingness to continue 
in office, and a resolution covering their re-appointment will be proposed at the AGM.
Statement as to disclosure of information to auditors
The Directors who were in office on the date of approval of these financial statements have confirmed, as far 
as they are aware, that there is no relevant audit information of which the auditors are unaware. Each of the 
Directors have confirmed that they have taken all the steps that they ought to have taken as Directors in order 
to make themselves aware of any relevant audit information and to establish that it has been communicated to 
the auditor.
By order of the Board
Duncan Neale
Company Secretary
21 June 2007
DiReCtORS’ RePOR t Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Z GROUP plc recognises the importance of, and 
is committed to, high standards of corporate 
governance. Z GROUP plc, as an AiM company, is 
not required to comply with the July 2003 Combined 
Code on Corporate Governance (the “Combined 
Code”), although it has adopted those Combined 
Code principles relevant to the size of the Group as 
set out below.
ThE BOARD AND iTS COMMiTTEES
The Board
There are currently eight board members, comprised 
of four executive Directors and four non-executive 
Directors. The role of the non-executive Directors is to 
bring independent judgement to Board deliberations 
and decisions. The chairman of the Board is a non-
executive Director who oversees the Board meetings 
and fields all concerns regarding the executive 
management of the Group and the performance of 
the executive Directors. A biography of each Director 
appears on pages 10 to 11. As the biographies 
demonstrate, the Directors have diverse backgrounds 
and the Board benefits from a wide range of 
experience. The Board’s collective knowledge and 
skill in business matters helps to ensure that the Board 
effectively governs the activities of the Group in the 
best interests of the shareholders. The Board meets 
regularly to review the Group’s trading performance, to 
discuss product developments and launches, to review 
the Group’s ongoing operations and to determine 
strategies for future growth. The Board discusses the 
schedule of matters prepared for each meeting but 
otherwise delegates specific responsibilities to its 
committees as set out on the right.
Each of the executive Directors is subject to an 
executive services agreement, with notice periods of 
between three and twelve months. Each of the non-
executive Directors is subject to a three month notice 
period with re-appointment or re-election required 
annually. Z GROUP plc’s Articles require Directors 
to retire from office and submit themselves for re-
election on one third rota at each AGM. Jack Bekhor 
will be retiring at the AGM and submitting himself for 
re-election. 
BOARD ATTENDANCE
13 scheduled board meetings were held in the year.
Director
Number of 
meetings attended
Jack Bekhor 13
Jon Claydon 13
Duncan Neale 6
Jonty Slater 8
ian Smith 10
John Standen 13
Jamie True 13
Polly williams 7
ThE COMMiTTEES
Nomination Committee
The Nomination Committee is comprised entirely 
of non-executive Directors, being John Standen 
as Chairman, ian Smith and Polly williams. The 
committee oversees the structure and balance of the 
Board generally and is responsible for screening and 
proposing candidates for appointment to the Board. 
Remuneration Committee
The Group’s Remuneration Committee is also 
comprised of non-executive Directors, being ian Smith 
as Chairman, John Standen and Polly w illiams. The 
committee is responsible for reviewing the salary and 
benefits offered to executive Directors as well as the 
Group’s non-director senior management. Specifically, 
the committee is responsible for determining contract 
terms, compensatory share options and pension rights. 
The Board as a whole determines the compensation for 
all non-executive Directors. Further details regarding the 
Directors’ individual remuneration are set forth in the 
Report of the Directors on Remuneration on page 18.
Audit Committee
The Audit Committee similarly is comprised of non-
executive Directors, being Polly williams as Chair 
and ian Smith. The Audit Committee supervises the 
Group’s external auditors, including appointment 
and compensation and performs an assessment 
of their independence. The Audit Committee is also 
responsible for ensuring the accuracy of the interim 
and Annual Reports, as well as compliance with all 
applicable standards and regulations. 
CORPORAte GOVeRNANCe 17
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Relations with Shareholders
The Board recognises and understands that it has a 
fiduciary responsibility to the Group’s shareholders. 
The Chairman’s Statement and Joint Chief Executives’ 
Statement include detailed analysis of the Group’s 
performance and future expectations. The Board and 
Z GROUP plc maintain consistent dialogue with its 
shareholders through presentations, such as those 
made immediately after the Group announced its 
interim results. The Group also routinely presents 
newly launched products to institutional investors 
and the Group’s website (www.zgroupplc.com) allows 
shareholders access to company information, such as 
contact details and the current share price. 
The AGM will also be a platform for the Board to 
communicate with shareholders, and the Board 
welcome the attendance and participation of all 
shareholders. Details of resolutions to be proposed at 
the AGM on 30 July 2007 can be found in the notice of 
the meeting on pages 45 to 46. 
internal Control and Risk Management
The Board requires strict internal control procedures 
for the Group. Upon the advice of the Board, the 
executive Directors each assumed responsibility 
for specific aspects of the Group’s operations. The 
executive Directors also regularly liaise with non-
executive Directors regarding accounting practices and 
legal compliance. The Board and senior accounting 
staff are all aware of the importance of adhering to 
the financial and accounting policies of the Group. The 
Board discusses any relevant changes to accounting 
policies and, if necessary, discusses the impact of 
such changes with external financial advisers to 
facilitate compliance. 
internal Audit
The Board agrees that there should be no internal audit 
function for the Group at this time considering the 
size of the Group and the close involvement of senior 
management over the Group’s accounting system. 
however, the Board will keep this matter under review 
in the event that circumstances warrant an internal 
audit function for the Group in the future.
Personnel Quality
The Board also oversees recruitment in order to 
maintain the highest level of competence and integrity. 
The policy of the Board is to promote competitive 
compensation and a professional working environment 
in order to attract the most qualified candidates. 
Budgetary Process
The Board approves the annual budget each year. This 
process allows the Board to identify key performance 
targets and risks expected during the upcoming 
year. The Board also considers the agreed budget 
when reviewing trading updates and considering 
expenditures throughout the year.
Going Concern
having made appropriate enquiries, the Directors are 
satisfied that the Group has adequate resources to 
continue in operation for the foreseeable future. 
Corporate Social Responsibility
Z GROUP is committed to operating to the very highest 
ethical standards, whether dealing with customers, 
employees, shareholders or partners. The Group also 
actively supports women to women international, a 
charity dedicated to working with women to promote 
access to basic economic, health and educational rights 
to benefit themselves, their families, and the whole 
community. Z GROUP has been supporting women to 
women international since its inception. 
AGM 
The AGM will be held at 11:30am on 30 July 2007 at 
31 vernon Street, London w14 0RN. 
Approved by the Board
Jack Bekhor Jamie True
Joint Chief Executive Joint Chief Executive
21 June 2007
CORPORAte GOVeRNANCe Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
REMUNERATiON COMMiTTEE
The Remuneration Committee is described in the report on Corporate Governance on page 16. The remuneration 
for each executive Director is determined by the Remuneration Committee, which is composed solely of non-
executive Directors: ian Smith as Chairman, John Standen and Polly williams.
None of the committee members has any personal financial interest, other than as shareholders, in the matters 
to be decided.
REMUNERATiON POLiCY
The remuneration packages for Directors and senior managers have been structured so as to fairly compensate 
them for their contribution to the Group and to encourage them to remain with the Group. The basic components 
of these packages include:
BASiC SALARY
Each Director, with the exception of Jon Claydon, receives an annual salary for his services. These salaries are 
reviewed annually by the Remuneration Committee.
ShARE OPTiONS
The executive Directors were granted share options at the time of the flotation of the company, or on appointment 
as Directors, if later. The Board may grant further options as and when it is deemed appropriate.
PENSiON ARRANGEMENTS
All staff, executive Directors and senior management are entitled to participate in the stakeholder pension plan 
established by the Group. 
BONUS ARRANGEMENT
The Group operates a discretionary bonus scheme. The Remuneration Committee is entitled to decide whether, 
and for what amount, bonuses should be granted to executive Directors.
SERviCE CONTRACTS
All service contracts have notice periods of three to twelve months.
RePORt OF tHe DiReCtORS ON ReMUNeRA tiON 19
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
TABLE ON DiRECTORS’ REMUNERATiON:
DiRECTORS’ 
REMUNERATiON 
Salary 
and fees 
2007
£
Bonus
2007
£
Benefits 
in kind
2007
£
Total
2007
£
Total
2006
£
Pension
 contributions
2007 & 2006
£
executive Directors
Jack Bekhor 120,000 18,000 – 138,000 138,648 –
Michael hawkes 
(resigned on 18 November 2005) – – – – 63,333 –
Duncan Neale 44,423 – – 44,423 – –
Jonty Slater 35,000 – 1,042 36,042 – –
Jamie True 120,000 18,000 – 138,000 142,830 –
319,423 36,000 1,042 356,465 344,811 –
Non-executive Directors
ian Smith 18,000 – – 18,000 12,750 –
John Standen 40,000 – – 40,000 24,374 –
Polly williams 13,051 – – 13,051 – –
71,051 – – 71,051 37,124 –
Total 390,474 36,000 1,042 427,516 381,935 –
Jack Bekhor Jamie True
Joint Chief Executive Joint Chief Executive
21 June 2007
RePORt OF tHe DiReCtORS ON ReMUNeRA tiON Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
The Directors are responsible for preparing the Annual 
Report and the financial statements in accordance 
with applicable law and regulations.
Company law requires the Directors to prepare 
financial statements for each financial year.  Under that 
law the Directors have elected to prepare the financial 
statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United 
Kingdom Accounting Standards and applicable law).  
The financial statements are required by law to give a 
true and fair view of the state of affairs of the company 
and the Group and of the profit or loss of the Group 
for that 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;
state whether applicable UK Accounting 
Standards have been followed, subject to any 
material departures disclosed and explained in the 
financial statements; and
prepare the financial statements on a going 
concern basis unless it is inappropriate to presume 
that the Group will continue in business.
a.
b.
c.
d.
The Directors are responsible for keeping proper 
accounting records that disclose with reasonable 
accuracy at any time the financial position of the 
Company and the Group and to enable them to 
ensure that the financial statements comply with the 
Companies Act 1985. They are also responsible for 
taking steps to safeguard the assets of the Group and 
hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities. They 
are responsible for ensuring that the Annual Report 
includes information required by the AiM Rules of the 
Financial Services Authority (or Listing Rules).
The Directors are responsible for the maintenance 
and integrity of the corporate and financial information 
included on the Z GROUP plc website.
The work carried out by the auditors does not involve 
consideration of these matters and, accordingly, the 
auditors accept no responsibility for any changes that 
may have occurred to the information contained in the 
financial statements since they were initially presented 
on the website.
St AteMeNt OF DiReCtORS’ ReSPONSiBilitieS  21
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
we have audited the group and parent company 
financial statements on pages 22 to 44, which 
comprise the Consolidated Profit and Loss Account, 
the Consolidated Statement of Total Recognised 
Gains and Losses, the Consolidated Balance Sheet, 
the Company Balance Sheet, the Consolidated Cash 
Flow Statement and the related notes.
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 law and United Kingdom Accounting 
Standards (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 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 and whether 
the financial statements are properly prepared in 
accordance with the Companies Act 1985.  we also 
report to you whether, in our opinion, the information 
given in the Directors’ Report is consistent with the 
financial statements.
in addition, we report to you if, in our opinion, 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 other 
transactions is not disclosed.
we read other information contained in the Annual 
Report, and consider whether it is consistent with the 
audited financial statements.  This other information 
comprises only the Business Profile, the Chairman’s 
Statement, the Joint Chief Executives’ Statement, 
the Corporate Governance Report and the Report 
of the Directors on Remuneration.  we consider the 
implications for our report if we become aware of any 
apparent misstatements or material inconsistencies 
with the financial statements.  Our responsibilities do 
not extend to any other information.
BASiS OF AUDiT OPiNiON
we conducted our audit in accordance with international 
Standards on Auditing (UK and ireland) issued by 
the Auditing Practices Board.  An audit includes 
examination, on a test basis, of evidence relevant to the 
amounts and disclosures in the financial statements.  
it also includes an assessment of the significant 
estimates and judgments made by the Directors in the 
preparation of the financial statements, and of whether 
the accounting policies are appropriate to the group’s 
and company’s circumstances, consistently applied 
and adequately disclosed.
we planned and performed our audit so as to obtain 
all the information and explanations which we 
considered necessary in order to provide us with 
sufficient evidence to give reasonable assurance 
that the financial statements are free from material 
misstatement, whether caused by fraud or other 
irregularity or error. in forming our opinion we also 
evaluated the overall adequacy of the presentation of 
information in the financial statements.
OPiNiON
in our opinion 
the financial statements give a true and fair view, 
in accordance with United Kingdom Generally 
Accepted Accounting Practice, of the state of 
the company and of the group’s affairs at 28 
February 2007 and of the group’s loss for the year 
then ended and have been properly prepared in 
accordance with the Companies Act 1985; and 
the information given in the Directors’ Report is 
consistent with the financial statements.
Baker Tilly UK Audit LLP
Registered Auditor 
Chartered Accountants 
2 Bloomsbury Street 
London, wC1B 3ST
21 June 2007
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iNDePeNDeNt AUDitORS’ RePOR t 
to the members of Z GROUP plc Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Notes
28 February 2007
£
28 February 2006
(as restated)
£
tURNOVeR 1 2,629,788 4,971,722
Cost of sales (651,199) (1,077,224)
Gross profit 1,978,589 3,894,498
Administrative expenses (3,155,181) (3,606,913)
Operating (loss) / profit before share based payments charge (832,521) 1,027,563
Share based payments charge (344,071) (739,978)
OPeRAtiNG (lOSS) / PROFit (1,176,592) 287,585
Net interest receivable 2 101,445 110,949
(lOSS) / PROFit ON ORDiNARY ACtiVitieS  
BeFORe t AXAtiON 3 (1,075,147) 398,534
Taxation 5 64,194 (341,016)
(lOSS) / PROFit ON ORDiNARY ACtiVitieS  
AFteR t AXAtiON (1,010,953) 57,518
Minority interest –   30,850 
Ret AiNeD (lOSS) / PROFit FOR tHe YeAR 20 (1,010,953) 88,368
eARNiNGS PeR SHARe
Basic 6 (4.98) 0.47
Diluted 6 (4.98) 0.45
St AteMeNt OF tOt Al ReCOGNiSeD GAiNS  
AND lOSSeS
Retained (loss) / profit for the period (1,010,953) 88,368
Total gains and losses related to the period (1,010,953) 88,368
Prior year adjustment (739,978) –
Total recognised gains and losses since the last Annual Report (1,750,931) 88,368
All Group activities relate to continuing operations.
The accompanying accounting policies and notes form an integral part of the financial statements. 
CONSOliDA teD PROFit AND lOSS ACCOUNt
for the year ended 28 February 2007 23
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Notes
28 February 2007
£
28 February 2006
(as restated)
£
FiXeD ASSetS
intangible assets 7 6,119,727 1,151,167
Tangible assets 8 515,338 318,690
6,635,065 1,469,857
CURReNt ASSetS
Stocks 11 56,383 64,222
Debtors 12 682,492 1,369,296
Cash at bank and in hand 22c 2,256,211 4,134,589
2,995,086 5,568,107
CReDitORS: Amounts falling due within one year 13 (983,754) (1,553,141)
Net CURReNt ASSetS 2,011,332 4,014,966
tOt Al ASSetS leSS CURReNt liABilitieS 8,646,397 5,484,823
CReDitORS: Amounts falling due after more than one year 14 (16,889) (25,651)
PROViSiONS FOR liABilitieS AND CHARGeS 15 (39,527) (61,371)
Net ASSetS 8,589,981 5,397,801
CAPit Al AND ReSeRVeS
Called up share capital 17 1,187,294 973,529
Share premium account 19, 20 5,967,758 2,322,461
Merger reserve 20 1,065,741 1,065,741
Share option reserve 20 1,084,049 739,978
Profit and loss account 20 (714,861) 296,092
SHAReHOlDeRS’ FUNDS 21 8,589,981 5,397,801
The accompanying accounting policies and notes form an integral part of the financial statements.
Approved by the Board and authorised for issue on 21 June 2007:
Jack Bekhor Jamie True
Joint Chief Executive Joint Chief Executive
21 June 2007
CONSOliDA teD BAlANCe SHeet
as at 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
COMPANY BAlANCe SHeet
Note
28 February 2007
£
28 February 2006
(as restated)
£
FiXeD ASSetS
intangible assets 7 161 –
Tangible assets 8 140,074 7,273
investments 10 16,991,305 13,187,145
17,131,540 13,194,418
CURReNt ASSetS
Debtors 12 2,880,313 412,327
Cash at bank and in hand 1,405,765 3,460,168
4,286,078 3,872,495
CReDitORS: Amounts falling due within one year 13 (14,567,196) (13,786,542)
Net CURReNt liABilitieS (10,281,118) (9,914,047)
tOt Al ASSetS leSS CURReNt liABilitieS 6,850,422 3,280,371
PROViSiONS FOR liABilitieS AND CHARGeS 15 – (816)
Net ASSetS 6,850,422 3,279,555
CAPit Al AND ReSeRVeS
Called up share capital 17 1,187,294 973,529
Share premium account 19, 20 5,967,758 2,322,461
Share option reserve 20 1,084,049 739,978
Profit and loss account 20 (1,388,679) (756,413)
SHAReHOlDeRS’ FUNDS 21 6,850,422 3,279,555
The accompanying accounting policies and notes form an integral part of the financial statements.
Approved by the Board and authorised for issue on 21 June 2007:
Jack Bekhor Jamie True
Joint Chief Executive Joint Chief Executive
as at 28 February 2007 25
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Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Notes
Year ended 
28 February 2007
£
Year ended 
28 February 2006 
(as restated)
£
Cash (outflow) / inflow from operating activities 22a (218,118) 238,150
Returns on investments and servicing of finance 22b 101,445 110,949
Taxation (289,958) (126,855)
Capital expenditure and financial investment 22b (1,527,319) (1,090,389)
CASH OUtFlOW BeFORe FiNANCiNG (1,933,950) (868,145)
Financing 22b 46,141 2,452,588
(DeCReASe) / iNCReASe iN CASH iN tHe PeRiOD 22c (1,887,809) 1,584,443
ReCONCiliA tiON OF Net CASH FlOW tO MOVeMeNt iN Net FUNDS
Year ended 
28 February 2007
£
Year ended 
28 February 2006
£
(Decrease) / increase in cash in the period (1,878,378) 1,585,587
(increase) in overdraft in the period (9,431) (1,144)
22c (1,887,809) 1,584,443
Cash outflow from lease financing 8,762 8,762
MOVeMeNt iN Net FUNDS iN tHe PeRiOD (1,879,047) 1,593,205
Net FUNDS A t tHe BeGiNNiNG OF tHe PeRiOD 4,099,034 2,505,829
Net FUNDS A t tHe eND OF tHe PeRiOD 22c 2,219,987 4,099,034
The accompanying accounting policies and notes form an integral part of the financial statements.
CONSOliDA teD CASH FlOW St AteMeNt 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
ACCOUNtiNG POliCieS 
Basis of Accounting
The financial statements have been prepared under 
the historical cost convention, in accordance with 
applicable accounting standards in the United 
Kingdom.
Basis of Consolidation
The Group’s financial statements consolidate the 
financial statements of Z GROUP plc and all its 
subsidiaries made up to 28 February 2007. No separate 
profit and loss account is presented for Z GROUP plc 
as permitted by section 230 Companies Act 1985.
The Company was incorporated on 20 April 2006 as 
Z GROUP investments plc and passed a resolution to 
change its name to Z GROUP plc on 15 June 2006. 
On 15 June 2006, Z GROUP entered into a share for 
share exchange agreement with the shareholders of 
Net2Roam Limited, whereby Z GROUP plc acquired 
the entire issued share capital of Net2Roam Limited 
and its subsidiaries, the consideration being satisfied 
by the allotment of ordinary shares in Z GROUP to the 
shareholders of Net2Roam Limited.
This acquisition was accounted for as a merger as 
permitted by Financial Reporting Standard 6.
Subsequent acquisitions, including the acquisition of 
Onshare Limited have been acquisition accounted.  
The difference between the cost of acquisition 
of shares in subsidiaries and the fair value of the 
separable net assets acquired, goodwill, is capitalised 
and written off on a straight line basis over its 
estimated economic life.
Significant Accounting Policy – Research and 
Development
Z GROUP invests a significant proportion of its 
resources in the development of its own intellectual 
property to bring new products and services to the 
market.  Development expenditure (principally in the 
form of the salary costs of its developers) is capitalised 
when its future recoverability can be foreseen with 
reasonable assurance.  it is amortised in line with 
sales from the related product over a period, typically 
between four and five years, which represents 
the Directors’ estimate of its useful economic life.  
ONSPEED Mobile development costs are being 
amortised over 4 years on a straight-line basis.  All 
research and other development costs are written off 
as incurred.
Significant Accounting Policy – Goodwill
Goodwill arising on the acquisition of a business is 
included in the balance sheet at cost, less accumulated 
amortisation and any provisions for impairment.  
Goodwill, which represents the difference between the 
purchase consideration and the fair values of those net 
assets (or book value of those net assets if the difference 
between book value and fair value is immaterial), is 
capitalised and amortised on a straight-line basis from 
the year following acquisition and over a period which 
represents the Directors’ estimate of its useful economic 
life. Goodwill in the case of the acquisition of Onshare 
Limited will be amortised over 10 years. 
Adoption of new accounting policy – Share Based 
Payments, and resulting prior year adjustment
The cost of providing share based payments to 
employees is charged to the consolidated profit and 
loss account over the vesting period of the related 
share options or share allocations. The cost is based 
on the fair value of the options and shares allocated 
determined using the Black-Scholes option-pricing 
model, which is appropriate given the vesting and other 
conditions attached to the options. The value of the 
charge is adjusted at each balance sheet date to reflect 
expected and actual levels of vesting.
in accordance with FRS20 “Share-based payment” the 
Group has elected to apply FRS20 to all grants, options 
and other equity instruments as they have all been granted 
since November 2002, the effective date of the standard.
The adoption of FRS20 this year has necessitated a 
prior year adjustment to be made, creating a share 
based payments reserve at 28 February 2006 of 
£739,978. This adjustment relates to options issued 
under the share option schemes described in Note 18. 
OThER ACCOUNTiNG POLiCiES
Deferred Taxation
Deferred tax is recognised in respect of all timing 
differences that have originated but not reversed at 
the balance sheet date where transactions or events 
that result in an obligation to pay more tax in the future 
or a right to pay less tax in the future have occurred 
at the balance sheet date. Timing differences are 
differences between the Group’s taxable profits and 
its results as stated in the financial statements that 
arise from the inclusion of gains and losses in tax 
assessments in periods different from those in which 
they are recognised in the financial statements. 
for the year ended 28 February 2007 27
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
ACCOUNtiNG POliCieS
for the year ended 28 February 2007
Deferred tax is measured at the average tax rates that 
are expected to apply in the periods in which timing 
differences are expected to reverse, based on tax 
rates and laws that have been enacted or substantially 
enacted by the balance sheet date. Deferred tax is 
measured on a non-discounted basis.
Foreign Currencies
Transactions denominated in foreign currencies are 
translated into sterling and recorded at the rate of 
exchange ruling at the date of the transaction. Balances 
denominated in foreign currencies are translated into 
sterling at the rate of exchange ruling at the balance 
sheet date. Any exchange differences are written off 
against profits in the period in which they are incurred.
intellectual Property Rights and Domain Names
Expenditure incurred in the acquisition of intellectual 
property rights and domain names is capitalised within 
intangible fixed assets and amortised over a period not 
exceeding ten years, being the Directors’ assessment 
of the useful economic lives. 
An annual impairment review is undertaken to ensure 
that the recoverable amount has not fallen below the 
carrying value.
Leased Assets and Obligations
where assets are financed by leasing agreements 
that give rights approximating to ownership (“finance 
leases”), the assets are treated as if they had been 
purchased outright. The amount capitalised is the 
present value of the minimum lease payments payable 
during the lease term. The corresponding leasing 
commitments are shown as obligations to the lessor.
Lease payments are treated as consisting of capital 
and interest elements, and the interest is charged 
to the profit and loss account in proportion to the 
remaining balance outstanding.
All other leases are “operating leases” and the annual 
rentals are charged to profit and loss on a straight line 
basis over the lease term.
Pensions
The Group operates a stakeholder pension plan for 
which all employees are eligible. No employee has as 
yet entered into the scheme.
Stocks
Stocks are valued at the lower of cost and net realisable 
value. Net realisable value is based upon estimated 
selling price less further costs expected to be incurred 
to completion and disposal. Provision is made for any 
obsolete or slow-moving items.
Tangible Fixed Assets
Depreciation is provided on all tangible fixed assets 
at rates calculated to write each asset down to its 
estimated residual value over its expected useful life, 
as follows:-
website development 
costs 4 years, straight line basis Ë
Computer equipment 4 years, straight line basis Ë
Fixtures, fittings and 
equipment 4 years, straight line basis Ë
Motor vehicles 4 years, straight line basis Ë
Turnover
Revenue from the sale of licences is recognised in full 
when persuasive evidence of an agreement exists, when 
delivery and acceptance of the software by the customer 
has occurred, when the fee is fixed and determinable 
and when collection is considered probable.
Revenue relating to the provision of services is  
recognised as the services are delivered with that 
portion relating to subsequent years included in 
deferred income.
Revenue is stated exclusive of value Added Tax.
website Development Costs
The Group capitalises website development costs to 
comply with UiTF Abstract 29 “w ebsite Development 
Costs” and these capitalised development costs are 
amortised over their estimated useful economic life.
The website development costs to launch new 
versions of an existing product are charged to the 
profit and loss account as incurred, unless the new 
version opens up a new customer-base in which case 
the costs are capitalised as “website Development 
Costs” and these capitalised development costs are 
amortised over their estimated useful economic life. Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
1 TURNOvER 
The Group’s turnover was all derived from its principal activity. Sales (by destination) were made in the 
following geographical areas:
Year ended
28 February 2007
£
Year ended
28 February 2006
£
United Kingdom 1,641,207 3,327,486
Rest of the European Union 497,554 971,071
United States of America 75,313 306,498
Rest of the world 415,714 366,667
2,629,788 4,971,722
All sales originated in the UK.
2 NET iNTEREST RECEiv ABLE
Year ended
28 February 2007
£
Year ended
28 February 2006
£
Bank interest receivable 104,354 113,591
Bank interest payable (267)
interest paid on finance leases (2,642) (2,642)
Net interest receivable 101,445 110,949
3 (LOSS) / PROFiT ON ORDiNARY ACTiviTiES BEFORE TAXATiON
Year ended
28 February 2007
£
Year ended
28 February 2006
£
(Loss) / profit on ordinary activities before taxation is stated after charging:
Depreciation: 
 owned assets 110,867 67,482
 assets held under finance leases and hire purchase contracts 11,788 11,789
Amortisation 43,612 5,998
Operating lease rentals:
 plant and machinery 431,947 252,096
 land and buildings 143,025 64,613
Auditors’ remuneration:
Audit fees –  holding company 7,850 7,850
 –  subsidiary companies 41,822 38,500
Non-audit fees – tax compliance services 12,000 6,433
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 29
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
4 EMPLOYEES
Year ended
28 February 2007
£
Year ended
28 February 2006
£
The average monthly number of people (including Directors)  
employed by the Group during the period was:
  Management and administration 12 15
  Sales 5 5
  Development 12 10
29 30
Year ended
28 February 2007
£
Year ended
28 February 2006
£
Staff costs for the above persons:
  wages and salaries 1,357,137 1,160,198
  Social security costs 143,128 110,826
1,500,265 1,271,024
Directors’ remuneration
The Directors received total emoluments of £427,516 (2006: £381,935). For further details, please see the 
Report of the Directors on Remuneration on pages 18 to 19.
Employee pensions
The Group operates a stakeholder pension plan for which all employees are eligible. No employees have 
as yet joined the scheme. 
highest paid Director
The highest paid Director had a remuneration package of £138,000 (2006: £142,830).
Share option charge
There was a share option charge of £344,071 (2006: £739,978). The basis of the calculation is outlined  
in note 18.
Gains on exercise of options
Option holders that exercised their options in the year made a profit of £177,926, representing the difference 
between the closing market price on the day of the exercise and the exercise price of the option. 
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
5 TAXATiON
Year ended
28 February 2007
£
Year ended
28 February 2006
(Restated)
£
Current tx:
UK corporation tax (credit) / charge on (losses) / profits of the period (1,738) 291,287
Adjustments in respect of previous periods (473) –
Current tax (credit) / charge (2,211) 291,287
Deferred tx
Origination and reversal of timing differences (61,983) 49,729
Tax (credit) / charge (64,194) 341,016
Year ended
28 February 2007
£
Year ended
28 February 2006
(Restated)
£
Factors affecting tax charge for period:
The tax assessed for the period is higher than the standard rate of 
corporation tax in the UK (30%). The difference is explained below:
(Loss) / profit on ordinary activities before tax (1,075,147) 398,534
(Loss) / profit on ordinary activities multiplied by standard rate of 
corporation tax in the UK of 30% (2006: 30%) (322,544) 119,560
Effects of:
Non deductible expenses 21,401 6,659
R & D tax credit uplift – (21,842)
Capital allowances in excess of depreciation 8,059 (49,830)
Losses not utilised 194,477 15,954
Relief on exercise of share options (7,560) –
Benefit of marginal rate of tax 1,208 (1,207)
Share based payments charge 103,221 221,993
Adjustments to tax in respect of previous periods (473) –
Current tax (credit) / charge (2,211) 291,287
The Group has tax losses of approximately £800,000 (2006: £170,000) which, subject to agreement with 
hM Revenue & Customs, are available to carry forward against future profits of the same trade.
A deferred tax asset of £64,084 (2006: £26,456) has been recognised in respect of these losses leaving 
a potential deferred tax asset of approximately £178,000 (2006: £24,000) which has not been recognised 
because there is insufficient certainty that adequate suitable profits will arise in the foreseeable future to 
utilise such losses.
in addition, a deferred tax asset of approximately £325,000 (2006: £220,000) in respect of share based 
payments has not been recognised because there is insufficient certainty that a tax deduction of this 
amount will result from the exercise of the options in the foreseeable future.
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 31
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
6. EARNiNGS PER ShARE
Year ended
28 February 2007
No.
Year ended
28 February 2006
No.
weighted average number of shares:
For basic earnings per share 20,284,347 18,618,215
Dilutive effect of share options – 824,510
For diluted earnings per share 20,284,347 19,442,725
Retained (loss) / profit (1,010,953) 88,368
Earnings per share:
pence pence
 – Basic (4.98) 0.47
 – Diluted (4.98) 0.45
Due to the loss incurred in the twelve months ended 28 February 2007, there is no dilutive effect from the 
issue of share options.
7 iNTANGiBLE FiXED ASSETS
Goodwill
£
Development
expenditure
£
Intellectual
property
rights
£
Domain
names
£
Total
£
Group
Cost 
1 March 2006 – 1,092,711 58,722 8,912 1,160,345
Additions 3,804,160 1,197,213 5,737 5,062 5,012,172
28 Februry 2007 3,804,160 2,289,924 64,459 13,974 6,172,517
Amortisation
1 March 2006 – – (8,202) (976) (9,178)
Charged in the period – (36,404) (6,271) (937) (43,612)
28 Februry 2007 – (36,404) (14,473) (1,913) (52,790)
Net book value
28 Februry 2007 3,804,160 2,253,520 49,986 12,061 6,119,727
28 February 2006 – 1,092,711 50,520 7,936 1,151,167
Additions to development expenditure relate to the development of OnShare.
intellectual property rights represent the costs associated with patent creation.
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007
Company
Domain
names
£
Total
£
Cost 
Additions 200 200
28 Februry 2007 200 200
Amortisation
Charged in the period (39) (39)
28 Februry 2007 (39) (39)
Net book value
28 February 2007 161 161
8 TANGiBLE FiXED ASSETS
Group
Website
development
costs
£
Computer 
equipment
£
Fixtures,
fittings &
equipment
£
Motor
vehicles
£
Total
£
Cost 
1 March 2006 317,484 83,827 7,731 47,155 456,197
Additions 149,839 22,378 147,086 – 319,303
28 Februry 2007 467,323 106,205 154,817 47,155 775,500
Depreciation
1 March 2006 (82,520) (36,848) (3,900) (14,239) (137,507)
Charged in the period (70,229) (20,370) (20,268) (11,788) (122,655)
28 Februry 2007 (152,749) (57,218) (24,168) (26,027) (260,162)
Net book value
28 Februry 2007 314,574 48,987 130,649 21,128 515,338
28 February 2006 234,964 46,979 3,831 32,916 318,690
The motor vehicles are all held under finance leases. 33
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007
Company
Website
development
costs
£
Computer 
equipment
£
Fixtures,
fittings &
equipment
£
Motor
vehicles
£
Total
£
Cost 
1 March 2006 – 7,589 – – 7,589
Additions 2,250 4,147 147,085 – 153,482
28 Februry 2007 2,250 11,736 147,085 – 161,071
Depreciation
1 March 2006 – (316) – – (316)
Chrged in the period (94) (2,250) (18,337) – (20,681)
28 Februry 2007 (94) (2,566) (18,337) – (20,997)
Net book value
28 Februry 2007 2,156 9,170 128,748 – 140,074
28 February 2006 – 7,273 – – 7,273
The Company holds no assets under finance leases or hire purchase contracts (2006: none).
9. ACQUiSiTiONS
The Group purchased the 49% minority interest in Onshare Limited for a total consideration of £3,804,160 
on 15 December 2006.  The transaction gives rise to goodwill of £3,804,160 since, at the date of acquisition, 
Onshare Limited had net liabilities.
10 iNvESTMENTS
Company
Investment in 
subsidiaries 
£
Cost
1 March 2006 13,187,145
Purchase of 49% minority interest in Onshare Limited (note 9) 3,804,160
28 Februry 2007 16,991,305
Net book value
28 Februry 2007 16,991,305
28 Februry 2006 13,187,145 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Details of the subsidiary undertakings of the company are as follows:
Class of 
share 
Proportion 
held Nature of business 
CallPal Limited Ordinary 100% eBay bidding services
Net2Roam Limited Ordinary 100% Enhanced internet access from abroad
Onshare Limited Ordinary 100% Data sharing services
Turbodial Limited Ordinary 100% Accelerated internet services
Z GROUP investments Limited Ordinary 100% Non trading
NewOnshare Limited Ordinary 100% Dormant
All subsidiary undertakings are incorporated in England and wales. 
11 STOCKS
Group Company
28 February 2007
£
28 February 2006
£
28 February 2007
£
28 February 2006
£
Goods for resale 56,383 64,222 – –
The difference between purchase price or production cost of stocks and their replacement cost is  
not material.
12 DEBTORS
Group Company
28 February 2007
£
28 February 2006
£
28 February 2007
£
28 February 2006
£
Due within one year: 
Trade debtors 72,233 532,569 – 540
Credit card debtors 80,668 584,853 – –
Amounts owed by subsidiary 
undertakings – – 2,575,821 399,576
Other debtors 240,092 105,665 152,904 10,249
Prepayments and accrued 
income 107,181 96,532 34,088 1,962
500,174 1,319,619 2,762,813 412,327
Due in more than one year: 
Other debtors 182,318 49,677 117,500 –
Total debtors 682,492 1,369,296 2,880,313 412,327
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 35
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Group
The other debtors falling due after more than one year are made up of:
£117,500 – a rent deposit for the Group’s premises at 31 vernon Street, London w14 0RN.
£64,818 in respect of deferred tax assets, as below:
28 February 2007 28 February 2006
Deferred tax asset
£
Deferred tax asset
£
Balance brought forward 24,679 13,037
Transfer from profit and loss account 40,139 11,642
Balance carried forward 64,818 24,679
The deferred tax asset is:
On accelerated capital allowances 734 (1,777)
On tax losses carried forward 64,084 26,456
64,818 24,679
13 CREDiTORS:
Group Company
Amounts falling due within 
one year
28 February 2007
£
28 February 2006
£
28 February 2007
£
28 February 2006
£
Bank overdraft 10,575 1,144 – –
Trade creditors 241,359 435,499 94,052 29,772
Amounts due to subsidiary 
undertakings – – 14,337,876 13,739,715
Corporation tax 133,675 291,691 111,678 –
Other taxation and social security 63,145 90,288 11,607 –
Obligations under finance leases 
and hire purchase contracts 4,488 8,762 – –
Other creditors 275,271 29,406 – –
Accruals and deferred income 255,241 696,351 11,983 17,055
983,754 1,553,141 14,567,196 13,786,542
Obligations under finance leases and hire purchase contracts disclosed above are secured on the  
related assets.
Ë
Ë
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
14 CREDiTORS: AMOUNTS FALLiNG DUE AFTER MORE ThAN ONE YEAR
Group Company
28 February 2007
£
28 February 2006
£
28 February 2007
£
28 February 2006
£
Obligations under finance leases 
and hire purchase contracts 16,889 25,651 – –
Obligations under finance leases and hire purchase contracts are repayable by installments as follows:
Group Company
28 February 2007
£
28 February 2006
£
28 February 2007
£
28 February 2006
£
Due between one and two years 8,761 8,762 – –
Due between two and five years 8,128 16,889 – –
16,889 25,651 – –
15 PROviSiONS FOR LiABiLiTiES AND ChARGES
Group Company
28 February 2007
£
28 February 2006
£
28 February 2007
£
28 February 2006
£
Balance brought forward 61,371 – – –
Transfer (to) / from profit and 
loss account (21,844) 61,371 – 816
Balance carried forward 39,527 61,371 – 816
The provision for deferred tax is in respect of accelerated capital allowances.
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 37
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
16 FiNANCiAL iNSTRUMENTS
The Group’s principal financial instruments comprise cash and short term deposits. The main purpose of 
these financial instruments is to provide finance for the Group’s operations. The Group has various other 
financial instruments, such as trade debtors and trade creditors that arise directly from its operations.
The Group has taken advantage of the exemption to exclude short term debtors and creditors from the 
disclosures given below other than in respect of currency exposures.
Financial assets 2007 Financial liabilities 2007 Net financial assets/(liabilities)
Fixed
rate
£
Floating
rate
£
Non
interest-
bearing
£
Total
£
Fixed
rate
£
Floating
rate
£
Non
interest-
bearing
£
Total
£
2007
Total
£
Cash and 
short-term 
deposits – 1,405,890 850,321 2,256,211 – – – – 2,256,211
Bank overdraft – – – – – (10,575) – (10,575) (10,575)
Other financial 
liabilities – – – – (25,649) – – (25,649) (25,649)
– 1,405,890 850,321 2,256,211 (25,649) (10,575) – (36,224) 2,219,987
Financial assets 2006 Financial liabilities 2006 Net financial assets/(liabilities)
Fixed
rate
£
Floating
rate
£
Non
interest-
bearing
£
Total
£
Fixed
rate
£
Floating
rate
£
Non
interest-
bearing
£
Total
£
2006
Total
£
Cash and 
short-term 
deposits – 3,381,730 752,859 4,134,589 – – – – 4,134,589
Bank overdraft – – – – – (1,144) – (1,144) (1,144)
Other financial 
liabilities – – – – (34,411) – – (34,411) (34,411)
– 3,381,730 752,859 4,134,589 (34,411) (1,144) – (35,555) 4,099,034
it is the Group’s policy to limit foreign currency exposure by using financial instruments whenever they are 
appropriate. No derivative contracts were entered into during the current year. it is the Group’s policy that 
no trading in financial instruments should be undertaken.
The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and foreign 
currency risk. The Board reviews and agrees policies for managing each of these risks and they are 
summarised as follows:
interest rate risk
The Group’s policy on managing its exposure to interest rate change is agreed at Board level and reviewed 
on an ongoing basis. At the year end there was a small overdraft with a variable rate of interest at LiBOR 
plus 2%. 
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and flexibility.  The Group’s 
policy is to manage working capital so as to ensure that liquidity is maintained so as to meet peak  
funding requirements.
Foreign currency risk
The Group does not enter into hedging transaction to limit the exposure of foreign currency fluctuations. 
The Group does operate bank accounts in US Dollar and Euro to receive income and make payments from, 
and therefore employs a natural hedge against the US Dollar and Euro.
The table below shows the Group’s currency exposures, i.e. those transactional (or non-structural) 
exposures that give rise to the net currency gains and losses recognised in the profit and loss account. Such 
exposures comprise the monetary assets and monetary liabilities of the Group that are not denominated in 
the operating (or functional) currency of the operating unit involved.
As at 28 February 2007, these currency exposures were as follows:
2007
£
2006
£
US Dollar 3,684 (124)
Euro 551,224 301,692
554,908 301,568
Borrowing facilities
The Group has not arranged a borrowing facility as at the balance sheet date. 
17 ShARE CAPiTAL
Group and Company
28 February 2007
£
28 February 2006
£
Authorised
100,000,000 ordinary shares of £0.05 each 5,000,000 5,000,000
5,000,000 5,000,000
Allotted, issued nd fully pid
28 February 2007
£
28 February 2006
£
At 1 March 973,529 –
Subscriber shares – 2
issue of additional shares:
Share for share agreement – 834,640
AiM listing – 138,887
Allotted under share option scheme (333,172 shares) 16,659 –
Allotted on acquisition of the 49% minority interest in  
Onshare Limited (3,942,134 shares) 197,106 –
At 28 February 1,187,294 973,529
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 39
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
18. ShARE BASED PAYMENTS
Share Option Plans
The Z GROUP plc EMi Share Option Plan and the Z GROUP plc Executive Unapproved Share Option Plan 
were both introduced in June 2005. Under the schemes the board of Directors of Z GROUP plc can grant 
options over shares in the Company to Directors and employees of the Group. Options are typically granted 
at a fixed price equal to the market price of the shares under option at the date of grant. The contractual 
life of the option is 10 years. Awards under the scheme are reserved for employees who are deemed to be 
critical to the future success of the Group. The vesting period of the options typically is for 1 year or 3 years. 
Exercise of an option is subject to continued employment. The differences between the two schemes are 
relatively minor: the main difference is in the definition of an eligible employee – in the EMi scheme you 
have to be a full-time employee, whereas part-time employees can become members of the unapproved 
scheme. Options issued under both schemes were valued using the Black-Scholes option-pricing model. 
The fair value per option granted and the assumptions used in the calculation are as follows:
Grant date 21 June 2005 21 June 2005 21 June 2005 21 June 2005
Share price at grant date 108.0p 108.0p 108.0p 108.0p
Exercise price 108.0p 55.0p 22.0p 13.0p
Number of option holders 10 4 1 1
Share options granted 266,198 194,052 135,510 240,100
vesting period (years) 1.0 1.0 1.0 1.0
Expected volatility 37.1% 37.1% 37.1% 37.1%
Option life (years) 10 10 10 10
Expected life (years) 3.1 2.7 5.0 5.0
Risk Free rate 4.9% 4.9% 4.9% 4.9%
Expected dividends expressed 
as a dividend yield 0% 0% 0% 0%
Fair value per option 33.9p 61.7p 90.8p 97.8p
Grant date 21 June 2005 1 November 2005 30 December 2005 15 December 2006
Share price at grant date 108.0p 129.5p 100.5p 63.5p
Exercise price 5.0p 121.0p 121.0p 63.5p
Number of option holders 1 5 2 1
Share options granted 480,200 78,923 24,793 47,244
vesting period (years) 1.0 3.0 3.0 0.5
Expected volatility 37.1% 51.9% 53.2% 47.2%
Option life (years) 10 10 10 10
Expected life (years) 3.0 3.3 3.0 3.0
Risk Free rate 4.9% 4.9% 4.9% 4.9%
Expected dividends expressed 
as a dividend yield 0% 0% 0% 0%
Fair value per option 103.7p 56.2p 34.3p 23.3p
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
Grant date 15 December 2006 15 December 2006
Share price at grant date 63.5p 63.5p
Exercise price 63.5p 63.5p
Number of option holders 1 1
Share options granted 157,480 50,000
vesting period (years) 0.7 1.0
Expected volatility 47.2% 47.2%
Option life (years) 10 10
Expected life (years) 3.0 5.0
Risk Free rate 4.9% 4.9%
Expected dividends expressed as a dividend yield 0% 0%
Fair value per option 23.3p 30.1p
The expected volatility is based on the historic volatility from 21 June 2005, the date Z GROUP plc was 
admitted onto AiM, to the date of the grant concerned.  The expected volatility of options granted at the 
date of the float was derived by taking an average of historic share price volatility of a listed technology 
company of equivalent size to Z GROUP plc and Z GROUP plc’s subsequent share price volatility.
A reconciliation of option movements over the year to 28 February 2007 follows:
 2007
Number
2007
weighted average
 exercise price
2006
Number
2006
Weighted average
 exercise price
Outstanding at 1 March 1,532,655 48.4p – –
Granted 254,724 63.5p 1,532,655 48.4p
Forfeited (113,079) 121.8p – –
Exercised (333,172) 15.7p – –
Outstanding at 28 February 1,341,128 53.2p 1,532,655 48.4p
Exercisable at 28 February – – – –
The total charge in the profit and loss account is £344,071 (2006: £739,978). 
19. MOvEMENTS iN EQUiTY AND iN ThE ShARE PREMiUM ACCOUNT
Shares in issue
Exercise price
£
Equity
£
Share Premium 
Account
£
At 1 March 2006 19,470,573 973,529 2,322,461
issue of equity on exercise of 
options 333,172 0.157 16,659 35,744
issue of equity to purchase 
the 49% minority interest in 
Onshare Limited 3,942,134 0.965 197,106 3,607,053
Credit on share issue expenses 2,500
At 28 February 2007 23,745,879 1,187,294 5,967,758
333,172 share options were exercised during the year at an average exercise price of approximately 15.7 
pence per share.  As the nominal value is 5 pence per share, this has given rise to a share premium on 
exercised options of approximately 10.7 pence per share.
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 41
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
20 RESERvES
Share
Premium
account
£
Merger 
reserve
£
Share based 
payments 
reserve
£
Profit and
loss
account
£
Total
£
GROUP
1 March 2006, as 
originally stated 2,322,461 1,065,741 – 1,036,070 4,424,272
Prior year adjustment: 
share based payment 
charge – – 739,978 (739,978) –
1 March 2006, as restated 2,322,461 1,065,741 739,978 296,092 4,424,272
Premium on shares issued 
in the period 3,642,797 – – – 3,642,797
Credit on share issue 
expenses 2,500 – – – 2,500
Share option charge  
in the year – – 344,071 – 344,071
Retained loss for  
the period – – – (1,010,953) (1,010,953)
28 February 2007 5,967,758 1,065,741 1,084,049 (714,861) 7,402,687
COMPANY
1 March 2006, as 
originally stated 2,322,461 – – (16,432) 2,306,029
Prior year adjustment: 
share based payment 
charge – – 739,978 (739,978) –
1 March 2006, as restated 2,322,461 – 739,978 (756,410) 2,306,029
Premium on shares issued 
in the period 3,642,797 – – – 3,642,797
Credit on share issue 
expenses 2,500 – – – 2,500
Share option charge  
in the year – – 344,071 – 344,071
Retained loss for  
the period – – – (632,269) (632,269)
28 February 2007 5,967,758 – 1,084,049 (1,388,679) 5,663,128
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
21 RECONCiLiATiON OF MOvEMENT iN ShAREhOLDERS’ FUNDS
28 February 2007 28 February 2006
GROUP
(Loss) / profit for the period (1,010,953) 88,368
issue of shares 3,856,562 3,000,002
Share issue expenses 2,500 (538,651)
Share option reserve 344,071 739,978
Net addition to shareholders’ funds 3,192,180 3,289,697 
Opening shareholders’ funds 5,397,801 2,108,104 
Closing shareholders’ funds 8,589,981 5,397,801
COMPANY
Loss for the period (632,266) (756,410)
issue of shares 3,856,562 3,000,002
Share issue expenses 2,500 (538,651)
Share option reserve 344,071 739,978
Net addition to shareholders’ funds 3,570,867 2,444,919 
Opening shareholders’ funds 3,279,555 834,636   
Closing shareholders’ funds 6,850,422 3,279,555 
22a RECONCiLiATiON OF OPERATiNG (LOSS) / PROFiT TO NET CASh (OUTFLOw) / iNFLOw FROM  
OPERATiNG ACTiviTiES
Year ended 
28 February 2007
£
Year ended
28 February 2006
(restated)
£
Operating (loss) / profit (1,176,592) 287,585
Depreciation 122,655 79,271
Amortisation 43,611 5,998
Share option expense 344,071 739,978
Foreign exchange movement 2,360 –
Decrease / (increase) in stocks 7,839 (64,222)
Decrease / (increase) in debtors 685,990 (1,236,538)
(Decrease) / increase in creditors & provisions (248,052) 426,078
Net cash (outflow) / inflow from operating activities (218,118) 238,150
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 43
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
22b ANALYSiS OF CASh FLOwS FOR hEADiNGS NETTED iN ThE CASh FLOw
22c ANALYSiS OF NET FUNDS
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007
At 28 February 2006
£
Cash Flow
£
At 28 February 2007
£
Cash at Bank 4,134,589 (1,878,378) 2,256,211
Overdraft (1,144) (9,431) (10,575)
4,133,445 (1,887,809) 2,245,636
Finance Leases (34,411) 8,762 (25,649)
4,099,034 (1,879,047) 2,219,987
Returns on investments nd servicing of finnce
Year ended 
28 February 2007
£
Year ended
28 February 2006
£
Bank interest received 104,354 113,591
Bank interest paid (267) –
interest paid on finance leases (2,642) (2,642)
Net c sh inflow for returns on investment  nd servicing of fin nce 101,445 110,949
Cpitl expenditure nd finncil investment
Purchase of tangible fixed assets 319,307 224,146
Purchase of intangible fixed assets 1,208,012 866,243
Net csh outflow for cpitl expenditure nd finncil investment 1,527,319 1,090,389
Finncing
issue of share capital 52,403 2,461,350
Credit on issue of share expenses 2,500 –
Capital element of finance lease payments (8,762) (8,762)
Net csh inflow from finncing 46,141 2,452,588 Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
23 COMMiTMENTS UNDER OPERATiNG LEASES
At 28 February 2007, the Group had annual commitments under non-cancellable operating leases  
as follows:
28 February 2007
£
28 February 2006
£
Plant and machinery:
Expiring in less than one year 252,632 72,599
Expiring between one and two years 160,648 –
Expiring between two and five years – 353,631
413,280 426,230
Land and buildings
Expiring in less than one year – 28,000
Expiring between one and two years – –
Expiring between two and five years 200,000 –
200,000 28,000
At 28 February 2007, the Group had an agreement in place to sub-let part of its premises at 31 vernon 
Street, London w14 0RN for £2,200 per quarter with a notice period of 3 months.
24 RELATED PARTY TRANSACTiONS
The Group has taken advantage of the exemptions conferred by Financial Reporting Standard 8 from the 
requirement to make disclosure concerning transactions with entities that are owned 90% or more within 
the Group.
Onshare Limited, a fellow subsidiary undertaking, was only 51% owned by Z GROUP plc until 
15 December 2006. Between 1 March 2006 and 14 December 2006, £307,490 was lent by Z GROUP plc to 
Onshare Limited as working capital and £99,750 of recharges were passed from Z GROUP plc to Onshare 
Limited in the same period.
During the year rent totalling £16,875 (2006: £64,613) was paid to Claydon heeley Jones Mason Limited, 
of which Jon Claydon is a Director and controlling shareholder.
During the year Directors’ fees of £18,000 (2006: £12,750) were paid to Computer Marketing Services 
Limited of which ian Smith is a Director and controlling shareholder. During the year Directors’ fees of 
£40,000 (2006: £24,374) were paid to Standen Consult Limited of which John Standen is a Director and 
controlling shareholder.
25 TRANSACTiONS wiTh DiRECTOR
The Group had advanced a loan to an employee who subsequently became a Director, as follows:
28 February 2007
£
28 February 2006
£
J Slater – 25,000
The above loan was fully paid off during the financial year ended 28 February 2007.
£25,000 was advanced to Jonathan Slater on 8 July 2005 preceding his appointment as a Director. The 
loan was fixed for a period of 13 months, after which the loan became repayable on demand. The loan was 
interest-free and was unsecured.
NOteS tO tHe FiNANCiAl St AteMeNtS 
for the year ended 28 February 2007 45
Ë
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
The Annual General Meeting of Z GROUP plc will be held at 31 vernon Street, London w14 0RN, on 30 July 2007 
at 11.30am. The business of the meeting will be as follows:
ORDiNARY BUSiNESS
To consider and, if thought fit, pass the following Resolutions which will be proposed as Ordinary Resolutions:
Resolution 1
ThAT the Directors’ Report and Accounts for the period ended 28 February 2007, together with the Auditors’ 
Report thereon, be received and adopted.
Resolution 2
ThAT the Directors’ Remuneration Report as set out in the Annual Report and Accounts 2007 be approved.
Resolution 3
ThAT Jack Bekhor, who retires in accordance with the Company’s Articles of Association and who being eligible, 
offers himself for re-election, be re-elected as a Director.
Resolution 4
ThAT Duncan John Neale be elected as a Director of the Company.
Resolution 5
ThAT Jonathan Richard Marston Slater be elected as a Director of the Company.
Resolution 6
ThAT Polly Ann williams be elected as a Director of the Company.
Resolution 7
ThAT Baker Tilly UK Audit LLP be re-appointed as auditors of the Company from the conclusion of this meeting 
until the conclusion of the next Annual General Meeting at which accounts are laid before shareholders in 
accordance with the provisions of the Companies Act 1985 (the “Act”), and that their remuneration be fixed by 
the Board.
SPECiAL BUSiNESS
To consider and if thought fit, (and subject in the case of resolution 9 to the passing of resolution 8) pass the 
following resolutions which in the case of resolution 8 will be proposed as an ordinary resolution and in the case 
of resolution 9 will be proposed as a special resolution:
Resolution 8
ThAT the Directors of the Company be and are hereby generally and unconditionally authorised in accordance 
with Section 80 of the Act (in substitution for all existing authorities under the said Section 80) to exercise all the 
powers of the Company to allot relevant securities (within the meaning of the said Section 80) up to a nominal 
value of £466,668 provided that this authority shall expire at the conclusion of the next Annual General Meeting 
of the Company after the passing of this resolution (or if earlier, the date which is 15 months from the date of 
passing of this resolution) and provided further that the Company may, before such expiry, make any offers or 
agreements which would or might require relevant securities to be allotted after such expiry.
Resolution 9
ThAT the Directors of the Company be and are hereby empowered pursuant to Section 95(1) of the Act to allot 
equity securities (within the meaning of Section 94(2) of the Act) for cash as if Section 89(1) of the Act did not 
apply to any such allotment, provided that this power shall be limited to:
NOtiCe OF ANNUAl GeNeRAl MeetiNG
Z GROUP plc Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2007
the allotment of equity securities in connection with a rights issue in favour of the holders of ordinary shares 
(notwithstanding that, by reason of such exclusions or other arrangements as the Directors may deem 
necessary or desirable to deal with fractional entitlements or legal or practical problems under the laws of, 
or the requirements of any recognised regulatory body or any stock exchange in, any territory, the equity 
securities to be issued are not offered to all such holders in proportion to the number of ordinary shares held 
by each of them); and
the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal 
value of £118,729
and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this 
resolution (or, if earlier the date which is 15 months from the date of passing of this resolution), save that the 
Company may before such expiry make any offers or agreements which would or might require equity securities 
to be allotted after such expiry.
By order of the Board
Duncan Neale
Company Secretary 
31 vernon Street 
London w14 0RN
NOTES: 
The Articles of the Company require one third of the Directors to retire each year and seek re-election 
at the AGM. Jack Bekhor volunteered to retire this year and the Board recommends his re-election by 
shareholders. 
The articles of association of the Company require that any Director appointed since the last Annual 
General Meeting of the Company has his or her appointment ratified by shareholders at the Company‘s 
next Annual General Meeting. This is the case with both Mr Neale, Mr Slater and Mrs williams who offer 
themselves for election. The Board recommends these elections by shareholders.
A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or 
more proxies to attend and, on a poll, to vote on his or her behalf. A proxy need not also be a member. 
Completion and return of a Form of Proxy will not preclude a member from attending and voting at the 
meeting should the member so decide.
To be valid, the enclosed Form of Proxy must be completed and returned so as to reach the Company’s 
Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 11:30 am 
on 28 July 2007. 
To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the 
number of votes a member may cast), members must be entered on the Register of Members of the 
Company by 5:00 pm on 28 July 2007. 
The following documents will be available for inspection during normal business hours at the Company’s 
registered office up until the date of the Annual General Meeting and at the place of the meeting from 
11:30 am on 30 July 2007 until the end of the meeting:
the audited consolidated accounts of the Company for the financial period ended 28 February 2007; 
copies of Directors’ service contracts and letters of appointment, in each case, with the Company;
the Register of Directors’ interests in the capital of the Company; and 
a copy of the Memorandum and Articles of Association of the Company.
a.
b.
1.
2.
3.
4.
5.
6.
i.
ii.
iii.
iv.
NOtiCe OF ANNUAl GeNeRAl MeetiNG
Z GROUP plc ✁ ✁
For use at the Annual General Meeting to be held at 31 vernon Street, London w14 0RN on 30 July 2007 
at 11:30 am.
i/w e (BLOCK CAPiTALS PLEASE)
of (ADDRESS)
being (a) member(s) of Z GROUP plc hereby appoint the Chairman of the meeting*
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held 
at 31 vernon Street, London w14 ORN on 30 July 2007 at 11:30 am and at any adjournment thereof.
i/we wish my/our proxy to vote in respect of the resolutions to be proposed at the Annual General Meeting as 
indicated below**
Ordinary Business FOR** AGAiNST**
vOTE 
wiThhELD** DiSCRETiONARY**
1.  To receive and adopt the Accounts and Directors’ 
and Auditors’ Reports of the Company for the year 
ended 28 February 2007
2. To approve the Directors’ Remuneration Report
3. To re-elect Mr Jack Bekhor as a Director
4. To elect Mr Duncan John Neale as a Director
5.  To elect Mr Jonathan Richard Marston Slater  
as a Director
6.  To elect Mrs Polly Ann williams as a Director
7.  To re-appoint Baker Tilly UK Audit LLP as Auditors 
Special Business
8.  To authorise the Directors to allot relevant 
securities up to an aggregate nominal value  
of £466,667
9.  To authorise the Directors to allot equity securities 
up to an aggregate nominal value of £118,729
if this form is signed and returned without any indication as to how the proxy shall vote, he will exercise his 
discretion as to both how he votes (including as to any amendments to the resolutions) and whether or not he 
abstains from voting.
Signature  
Date
NOTES
* You may, if you wish, delete the words “the Chairman of the meeting” and insert here the names(s) of the person(s) of your 
choice, who need not be a member of the Company, to attend and vote at the Annual General Meeting on your behalf.
** Please indicate how you wish your proxy to vote by inserting “X” in one of the boxes below against each resolution. if you 
select “discretionary” or fail to select any of the options, your proxy can vote as he or she chooses or can decide not to 
vote. The “vote withheld” option is provided to enable you to abstain on any particular resolution. however, it should be 
noted that this will not be calculated in the proportion of the votes “for” and “against” a resolution.
To be valid this form must be lodged at the offices of Capita Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU 
not less than 48 hours before the time of the Annual General Meeting. Completion and return of this form shall not preclude 
a member from attending and voting at the Annual General Meeting or at any adjournment thereof.
A corporation must have this form executed under its common seal (or such form of execution as has the same effect) or on 
its behalf by an attorney or a duly authorised Officer of the corporation.
if this form is executed under a power of attorney or other authority, the original power of attorney or notarially certified copy 
thereof must be lodged at the offices of Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU 
together with this form.
in the case of joint holders, any one holder may sign but if more than one votes, the vote of the first named on the register of 
members will be accepted to the exclusion of the other joint holders.
FORM OF PROXY
Z GROUP plc Second fold
Third fold and tuck in
First fold
✁ ✁
Business Reply Service
Licence Number
MB 122
Capita Reistrars
The Registry
34 Beckenham Road
Beckenham
Kent  BR3 4TU SECRETARY
Duncan Neale
REGiSTERED OFFiCE
31 vernon Street 
London w14 0RN
AUDiTORS 
Baker Tilly UK Audit LLP
Chartered Accountants 
2 Bloomsbury Street 
London wC1B 3ST
PRiNCiPAL BANKERS
Barclays Bank Plc
1 Churchill Place 
London E14 ShP
NOMiNATED ADviSER AND BROKER
Teather & Greenwood Limited
Beaufort house 
15 St. Botolph Street 
London EC3A 7QR
REGiSTRARS
Capita Registrars
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU
ADViSeRS
OnShare was used as the secure communications platform to exchange information in the creation of this Annual Report. Z GROUP plc
31 Vernon Street 
London W14 0RN
Tel: +44 (0)870 011 1173
Fax: +44 (0)870 705 1393
www.zgroupplc.com
corporate@zgroupplc.com