UBC MEDIA GROUP PLC 
 ANNUAL REPORT & ACCOUNTS 2005
UBC MEDIA GROUP PLC  ANNUAL REPORT AND ACCOUNTS 2005
UBC Media Group PLC 
50 Lisson Street
London NW1 5DF
T: 020 7453 1600
F: 020 7723 6132
www.ubcmedia.com Design Renton & Johnston  www.rentonandjohnston.com    Illustration Patrick Morgan   Print Push
01 Financial highlights
02 Chairman’s statement
03 Chief Executive’s statement
04 Commissioned programming
06 Syndicated programming
08 Radio stations
10 Radio services
12 Financial review
16 Board of directors
16 Directors and advisors
17 Report of the directors
19 Corporate governance statement
21 Statement of directors’ responsibilities
22 Remuneration report
23 Independent auditors’ report
24 Consolidated proﬁt and loss account
25 Consolidated balance sheet
26 Company balance sheet
27 Consolidated cash ﬂow statement
28 Notes to the ﬁnancial statements
46 Notice of AGM
*Before goodwill and digital licences
01
-519
04
13.29
03
10.32
02
9.19
01
6.18
05
15.96
-210
02
73
03
405
04
1,075
05
GROUP TURNOVER
£ millions
OPERATING PROFIT/(LOSS)*
£ thousands UBC ENCOMPASSES A RANGE OF BUSINESSES SERVING THE GROWING DIGITAL 
RADIO SECTOR. UBC’S RADIO STATIONS INCLUDE THE NATIONAL DIGITAL 
STATIONS, CLASSIC GOLD DIGITAL AND ONEWORD RADIO. UBC IS ALSO A 
LEADING SUPPLIER OF RADIO SERVICES, INCLUDING SOFTWARE TO OPERATE 
DIGITAL RADIO DATA SERVICES. IN ADDITION, UBC RANKS AS THE LEADING 
INDEPENDENT SUPPLIER OF RADIO PROGRAMMES TO THE BBC AND THE 
COMMERCIAL RADIO INDUSTRY.
TURNOVER BY DIVISION 2005
1
TURNOVER BY DIVISION 2004
COMMISSIONED
PROGRAMMING
£2.18m
SYNDICATED
PROGRAMMING
£5.24 m
RADIO
SERVICES
£1.18m
CLASSIC
GOLD DIGITAL
£4.69m
COMMISSIONED
PROGRAMMING
£2.93 m
SYNDICATED
PROGRAMMING
£7.55 m
RADIO
SERVICES
£1.08 m
CLASSIC
GOLD DIGITAL
£4.41 m 2
UBC MEDIA GROUP PLC
CHAIRMAN’S STATEMENT
John Hodson Chairman
This is the ﬁrst opportunity I have had to write to the shareholders of 
UBC Media Group since my appointment as Chairman of the Company in 
February 2005.
As the new Chairman I think it is helpful to reiterate the strategy that has 
guided the Group’s development since its ﬂotation in July 2000. This has been 
to maximise the returns from UBC’s traditional businesses as a means to ﬁnance 
the Group’s digital expansion, including the signiﬁcant programme of investment 
in its portfolio of digital assets.
In keeping with UBC’s strategy, I am delighted to report another year of strong 
turnover growth for the Group. Turnover grew by 20% to £15.96 million (2004: 
£13.29 million). Operating Proﬁts for the Group increased to £1,075,000 (2004: 
£405,000) before goodwill of £704,000 and digital licences of £1.50 million. 
The growth in the past year reﬂects a combination of both organic growth and 
acquisitions, with positive contributions from all the Group’s main divisions.  
Full details of the performance of each of the Group’s divisions are contained in 
the Financial Review.
I would like to take this opportunity to extend the thanks of the board to my 
predecessor, Michael Peacock, who performed the role of chairman of UBC with 
great skill since the Company was founded in 1989. Michael’s contribution to the 
business has been enormous, bringing to UBC all the experience gained from a 
long and distinguished career in the media industry. On behalf of my colleagues 
I would like to express my appreciation to Michael for all he has done to guide 
UBC to where it is today and to wish him a long and well deserved retirement.
Following his decision to stand down as a director, I would also like to thank 
Keith Harris on behalf of the rest of the Board for his long standing contribution 
to the Company, and most recently for his services as a director of UBC.
The commercial and creative successes of the past year could not have been 
achieved without the enthusiasm and commitment of the whole team at UBC. 
The Company has a highly talented workforce and it is their consistent and 
focused efforts that have enabled us to deliver a further year of strong growth.
UBC is founded on a culture of innovation and creativity and the strong 
performance of the past year is evidence of the robust and complementary mix of 
businesses within the Group. The Company is led by an established management 
team that is young and energetic, and with ambitions to grow the business 
substantially over the next few years. I believe that with a continuing favourable 
environment the prospects for the Company in the current year are good.
 
John Hodson 
Chairman I am pleased to be able to report a further year of strong growth for UBC 
Media Group, delivering on our past commitment to shareholders and 
putting in place a robust foundation for the next stage in the development 
of your company.
Digital radio is now a success story, with the UK leading the world. Key skills for 
exploiting the digital marketplace are the supply of content, control of spectrum 
and software development. UBC is well placed in each of these areas, with skills 
and experience, as is evident from a number of developments during the last 
year, both in the UK and overseas.
The high growth digital radio environment that we anticipated and around which 
we have built UBC is now upon us. DAB is proving to be one of the fastest ever 
new technologies to reach mass market status and the industry’s forecasts 
for take-up this year are currently being revised upwards. UBC has sought to 
create the right business mix for an environment that we believe will operate on 
different economic models from that of the traditional analogue radio world.
The creation of strong brands is of growing importance in what is an increasingly 
competitive marketplace. In this respect, our partnership with Channel 4 
Television in our national digital radio station, Oneword Radio, is of particular 
signiﬁcance, and also demonstrates the increasing value of ownership of digital 
radio licences.
As we predicted, networking and the ability to generate revenues by providing 
programming to stations owned by others is becoming a key part of the digital 
radio economy. It is in this area that we have seen particularly strong growth in 
the past year. Our syndicated programmes now reach 34% of the UK population 
every day and revenues grew 44.1% in the year. The acquisition of the leading 
regional independent production company, Smooth Operations, has made an 
important contribution to a 34.4% growth in revenues from commissioned 
programming. We continue to be one of the leading suppliers of programmes 
to the BBC and the value of this position is ampliﬁed by the BBC’s intention to 
double the programming it commissions from independent production companies. 
Whilst we welcome a step that will beneﬁt our production businesses, it will 
still leave radio outsourcing signiﬁcantly behind that of television. We see no 
CHIEF EXECUTIVE’S STATEMENT
ANNUAL REPORT AND ACCOUNTS 2005
3
justiﬁcation for this, and are lobbying government as part of the current Charter 
Review process to encourage greater movement from the BBC.
Digital radio offers the opportunity to bring real vision to the radio industry. UBC 
Media Group’s strategy has been to anticipate how digital radio will develop, 
and position the Company to beneﬁt from new opportunities as they emerge. 
We believe the ability to transmit data will be one of the key drivers of the 
next stage in the development of DAB digital radio. We already have a 40% UK 
market share for the provision of software to drive the existing text services that 
accompany digital radio broadcasts. This, however, is only the beginning: devices 
are now being launched which allow full Electronic Programme Guides (EPG) and 
facilitate sophisticated services using digital radio’s data capacity. 
UBC has the only commercially available EPG software in the UK and has already 
licensed this to major UK broadcasters, including GCap Media and the recently 
announced BT Livetime datacasting venture. A major part of our investment in 
2006 will focus on exploring ways to exploit the data capacity that is owned by 
UBC and, in particular, on the launch of innovative services that allow music to  
be downloaded over digital radio. We expect to launch such a service in the 
next calendar year.
UBC’s aim continues to be to grow the business both organically and by 
acquisition. We remain committed to investing in the development of 
our portfolio of digital assets and to maintaining our position at the 
forefront of innovation and technical achievement. Since the start of 
the new ﬁnancial year, as has been widely reported elsewhere, the 
radio advertising market has shown signs of softening. However, 
we continue to see advertising revenues higher than at this 
time last year. The Group continues to perform in line with 
expectations and we believe the prospects for the year 
ahead are positive. 
Simon Cole 
Chief Executive
Simon Cole Chief Executive 4
UBC IS THE LARGEST INDEPENDENT RADIO PRODUCTION  
COMPANY IN THE UK. IN 2005 UBC’S PRODUCTION BUSINESSES,  
UNIQUE AND SMOOTH OPERATIONS, PRODUCED OVER 600 HOURS  
OF COMMISSIONED PROGRAMMING FOR THE BBC.
IN AUGUST 2004 UBC ACQUIRED SMOOTH OPERATIONS, THE UK’S LEADING 
REGIONAL INDEPENDENT PRODUCTION COMPANY. THE INTEGRATION OF 
SMOOTH OPERATIONS HAS PROGRESSED WELL AND IN THE LAST YEAR THE 
GROUP HAS SEEN STRONG GROWTH IN REVENUES FROM COMMISSIONED 
PROGRAMMING TO THE BBC. UBC IS WELL POSITIONED TO TAKE ADVANTAGE OF 
THE BBC’S PLANS TO INCREASE BOTH ITS REGIONAL OUTPUT AND THE AMOUNT 
OF INDEPENDENTLY PRODUCED PROGRAMMING IT BROADCASTS.  UBC RANKS AS ONE OF THE LARGEST SUPPLIERS OF SYNDICATED 
PROGRAMMES TO COMMERCIAL RADIO – SUPPLYING BOTH THE 
NETWORK DRIVE AND ENTERTAINMENT NEWS SERVICES.
IN 2005 UBC’S SYNDICATED AIRTIME SALES BUSINESS DELIVERED 
STRONG GROWTH AS A RESULT OF COMBINING UBC’S AND EMAP’S 
SYNDICATED RADIO AIRTIME SALES NETWORKS AND THE LAUNCH OF A 
CONSOLIDATED TRAFFIC AND TRAVEL SERVICE. THE MARKET FOR UBC’S 
SYNDICATED RADIO PROGRAMMING CONTINUES TO BE STRONG AS THE 
COMMERCIAL RADIO SECTOR INCREASINGLY RECOGNISES ITS NEED TO 
INVEST IN HIGH–QUALITY PROGRAMMING.
6  CLASSIC GOLD DIGITAL AND ONEWORD RADIO ARE  
PRIME ASSETS IN DIGITAL RADIO.
CLASSIC GOLD DIGITAL RANKS AS ONE OF THE TOP ‘GOLD’ 
FORMATS IN THE UK, AND IS BROADCAST ON BOTH ANALOGUE 
AND DIGITAL PLATFORMS, REACHING A POTENTIAL UK ADULT 
AUDIENCE OF 29 MILLION. ONEWORD RADIO OWNS THE UK’S 
ONLY COMMERCIAL DIGITAL SPOKEN–WORD LICENCE. WE 
BELIEVE THAT CHANNEL 4’S TIE-UP WITH UBC IN THE JOINT 
OWNERSHIP OF ONEWORD RADIO IS A KEY DEVELOPMENT IN 
THE GROWTH OF DIGITAL RADIO IN THE UK.
8  THE LAUNCH OF A NEW GENERATION OF DIGITAL RADIO  
SERVICES WILL FUNDAMENTALLY CHANGE THE DEVELOPMENT  
OF DIGITAL RADIO.
UBC EXPECTS THE NEXT FEW YEARS WILL SEE THE LAUNCH OF A NEW 
GENERATION OF RADIO RECEIVERS CAPABLE OF DELIVERING SERVICES 
NEVER BEFORE AVAILABLE ON RADIO. THE LAUNCH IN 2005 OF THE FIRST 
EPG–ENABLED DEVICES WILL BE FOLLOWED BY THE LAUNCH OF NEW  
RADIO SERVICES, SUCH AS MUSIC DOWNLOADING. UBC’S OWNERSHIP  
OF DATA SPECTRUM AND EXPERIENCE IN RADIO SOFTWARE SERVICES 
PLACES THE GROUP AT THE FOREFRONT OF THIS MARKET.
10  12
UBC MEDIA GROUP PLC
Financial highlights
The main ﬁnancial highlights of UBC Media Group for the year to 
31 March 2005 are as follows:
– Turnover increased 20% to £15.96 million (2004: £13.29 million).
–  Operating Proﬁt for the year before goodwill and digital licences 
totalled £1,075,000 (2004: £405,000), while operating loss after 
goodwill and digital licences were –£1,093,000 (2004: –£1,016,000).
–  Operating Proﬁt, excluding goodwill and investment in Oneword Radio 
as a subsidiary was £161,000 (2004: –£675,000). Investment during the 
year in Oneword Radio as a subsidiary totalled £589,000 (2004:nil.)
–  Digital licences in the year totalled £1.50 million (2004: £1.08 million), 
which includes the Company’s investment in Oneword Radio’s digital 
licence while it was a subsidiary company.
–  At 31 March 2005 UBC had cash in the bank of £3.50 million (2004: 
£4.32 million)
Financial performance by division
PRODUCTION
UBC’s Production Division encompasses both the Group’s commissioned 
radio programming for the BBC and syndicated programming for the 
commercial radio industry.
Commissioned Programming 
 2005 2004  
 £m £m % Change
Turnover 2.93 2.18 +34.4
 
UBC’s commissioned programming business for the BBC comprises the 
Group’s historic production business, Unique, and the leading regional 
independent production company, Smooth Operations, which UBC 
acquired in August 2004.
The integration of Smooth Operations, which operates from ofﬁces in 
Manchester and Cambridge, has progressed well and Unique continues 
to recover from the expiry of one of its long-standing commissions 
at the start of the ﬁnancial year. Turnover for the year was ahead by 
34.4% at £2.93 million (2004: £2.18 million), and includes an 8 months’ 
contribution from Smooth Operations of turnover of £1.14 million.
Unique and Smooth Operations produce a wide range of programmes 
for broadcast across the BBC’s network of national analogue and digital 
stations. Unique and Smooth Operations produce more than 600 hours of 
programming for the BBC per year across a number of genres, with much 
of their output as long-term commissions for some of the BBC’s ﬂagship 
radio programmes. As an indication of the creative skills within the 
Group, this year UBC received a record number of Sony Radio Academy 
nominations for its programmes, including winning two prestigious Sony 
Radio Academy Gold Awards.
The acquisition of Smooth Operations, which specialises in the Folk 
and Country music genres, was an important strategic move by UBC in 
a sector that it knows well and where prospects for signiﬁcant organic 
growth have historically been limited. The strategic importance of 
the acquisition of Smooth Operations was underlined by the BBC’s 
announcement in December 2004 of its intention to invest signiﬁcantly 
in production resources in Manchester. In addition, UBC believes both 
Unique and Smooth Operations are well positioned to beneﬁt from  
the BBC’s announcement during the year that it intends to double 
the number of hours allocated to independent radio production by its 
national radio networks. 
FINANCIAL REVIEW
Jennifer Donald Finance Director 13
ANNUAL REPORT AND ACCOUNTS 2005
Syndicated Programming 
 2005 2004  
 £m £m % Change
Turnover 7.55 5.24 +44.1
 
UBC operates two networks of syndicated programmes, Entertainment 
News and the Network Drive trafﬁc & travel service, both of which UBC 
supplies free of charge to radio stations across the UK while retaining 
airtime within each bulletin which is then available to UBC to sell to 
national advertisers.
Revenues from UBC’s airtime sales business were up 44.1% in the year 
to £7.55 million (2004: £5.24 million). The strong performance by the 
airtime sales business followed a doubling of revenues from syndicated 
programming in the year to 31 March 2004.
The signiﬁcant increase in airtime sales revenues in the year reﬂects 
in particular the substantial growth of the trafﬁc & travel news service 
in the ﬁrst-half of the ﬁnancial year. In July 2004 Emap and UBC 
consolidated their competing trafﬁc & travel services into a combined 
package encompassing over 174 commercial radio stations to be sold 
by UBC. The network was relaunched in August as one of the largest 
syndicated packages in the UK, delivering a weekly reach of over 15.1 
million adults and over 141 million adult impacts. The consolidation of 
competing airtime packages was followed in September 2004 by UBC’s 
appointment of Trafﬁclink as sole supplier of trafﬁc and travel data to  
the Network Drive service.
We believe that in the future syndicated programming will become an 
increasingly important feature of the commercial radio market. The 
growth in digital radio will result in there being more radio stations in 
each market, and in response to market fragmentation advertisers will 
seek advertising properties that deliver national reach. One of the main 
challenges facing radio groups in this changed environment will be how 
to provide cost effective, high-quality programming, and in particular 
programming which can compete against the BBC’s output. UBC believes 
that networked programming is likely to form an important part of the 
solution to these competitive challenges.
As a consequence, UBC is continuing to explore ways in which to grow 
its syndicated programming business. In September 2004 UBC acquired 
a 12.5% shareholding in Popworld Limited, which owns and controls 
Channel 4’s ﬂagship music-based programme of the same name and 
which is also broadcast on MTV. As part of its investment UBC became 
Popworld’s radio partner with exclusive responsibility for exploitation 
of the Popworld brand through networked programming to commercial 
radio stations.
RADIO STATIONS
UBC’s two main radio stations are Classic Gold Digital, which broadcasts 
a Classic Hits format on a network of analogue and digital platforms 
across the UK, and the national, digital spoken-word radio station, 
Oneword Radio.
Classic Gold Digital 
 2005 2004  
 £m £m % Change
Turnover 4.41 4.69 –6.0
 
Classic Gold Digital Limited performed in line with expectations in the 
year to 31 March 2005, with revenues down 6% on the previous year,  
at £4.41 million (2004: £4.69 million).
Classic Gold Digital’s revenues are directly based upon the network’s 
audience as measured by RAJAR, in the form of an audience fee that 
GCap Media pays to Classic Gold Digital in return for it selling airtime 
on the network. The RAJAR results during the year for Classic Gold 
Digital have shown a modest decline in audiences. Overall, the long-
term decline in audiences common to radio services broadcast on AM 
frequencies has been partially compensated for by growth in digital 
audiences. As part of its long-term strategy to maintain audiences, 
Classic Gold Digital has continued to invest throughout the year in high 
quality programming output and marketing. 
The RAJAR report for the ﬁnal quarter of the ﬁnancial year ended  
31 March 2005 shows that 30% of Classic Gold Digital’s listeners are 
listening to the station on digital, up from 25% in the preceding quarter. 
In addition, the number of listeners in areas where Classic Gold Digital  
is only available digitally has increased by 7%. With the increasing 
growth of digital listening, one of the key challenges facing the radio 
industry in the forthcoming year will be educating advertisers to place 
equal value on both analogue and digital listening.
GCap Media holds an option that it may exercise from October 2005 
to increase its shareholding in Classic Gold Digital from its current 
20% to 75%. The price GCap Media is required to pay UBC to increase 
its shareholding in Classic Gold Digital is based on a formula agreed 
in October 2000. UBC has currently received no indication from GCap 
Media of any plans to increase its shareholding in Classic Gold Digital.
Oneword Radio 
The past year was a transitional period for Oneword Radio. In June 2004 
UBC increased its shareholding in Oneword Radio to 100% as a means 
of ensuring the long-term future of the station. As a consequence of 
taking full control of Oneword Radio, the results of UBC for the year to 
31 March 2005 include a period of 9 months when Oneword Radio was 
treated as a wholly owned subsidiary of the Company. 14
UBC MEDIA GROUP PLC
As a result of a restructuring programme that took place at the same 
time that UBC acquired full control of Oneword Radio, the cost of 
operating Oneword Radio was closely controlled throughout the year. 
At the same time it has shown steady audience growth year-on-year, 
with audiences in the ﬁrst quarter of 2005 up 60% on the same period 
in 2004.
It was UBC’s intention when it acquired full control of Oneword Radio 
to identify a strategic partner for the station with a shared vision of 
the prospects for digital radio in the UK. Following the ﬁnancial year-
end, in April 2005 UBC reached agreement with Channel 4 Television 
for Channel 4 to acquire a 51% interest in Oneword Radio for a cash 
consideration of £1 million. It is our expectation that the cost of UBC’s 
investment in Oneword Radio will reduce in the current year following 
the sale of a shareholding in the station. UBC and Channel 4 are 
currently working on plans jointly to develop Oneword Radio; building  
on what we believe is a valuable digital asset that has signiﬁcant  
growth prospects.
RADIO SERVICES
UBC’s Radio Services division comprises the Group’s digital software 
development and facilities businesses.
 2005 2004  
 £m £m % Change
Turnover 1.08 1.18 –8.47
 
Turnover from Radio Services in the year was £1.08 million (2004: £1.18 
million), representing a fall of 8.47% on the previous year. The decline in 
turnover experienced by Radio Services reﬂects a further fall in turnover 
from the Group’s facilities and studios business as we continue to focus 
on higher margin business in this area. This was partly compensated for 
in the period by a 45% increase in turnover from software sales to the 
radio industry.
Unique Interactive 
Unique Interactive continues to beneﬁt from the increasing investment by 
both UK and overseas radio broadcasters in their digital services. Unique 
Interactive’s development focus continues to be on the Group’s two main 
software products: the ‘ManDLS’ software, which is used to manage the 
scrolling text (Dynamic Label Segment) of a digital radio service; and the 
development of software to operate electronic programme guide (EPG) 
services which form part of the interactive capabilities of an emerging 
new generation of EPG-enabled digital devices.
Unique Interactive’s EPG software continues to be the only commercially 
available radio EPG, and it was a key element in the launch of the ﬁrst 
EPG-enabled receivers in early 2005. UBC has for a long time believed 
that the launch of EPG-capable digital radios will signiﬁcantly change 
the way that broadcasters and listeners utilise digital radio, and that 
in the future digital radios will incorporate features as standard which 
will transform the capabilities of the medium, such as rewind, record 
and download. These will enable additional access to a signiﬁcantly 
enhanced range of information services, and will change the current 
common perception that digital radio is only about greater listener 
choice and better sound quality.
Unique Interactive is a market leader in software development for digital 
radio services as a result of its early investment in this area and it is 
currently developing an increasing international proﬁle in the delivery of 
software solutions to the industry. Unique Interactive is currently working 
with a number of leading broadcasting and technology companies in 
the UK and overseas and we believe the next 12 months will see major 
developments that will reinforce UBC’s prominence in this area.
Since the year-end UBC has announced its intention to invest 
approximately £400,000 in the ﬁrst half of the current ﬁnancial year on 
creating an innovative service which will allow music to be downloaded 
over digital radio. The music downloading service will utilise data 
capacity on a number of digital radio multiplexes that are owned by UBC. 
The Company has begun negotiation with partners in the music and radio 
industries with whom it will work on bringing this service to market. The 
Company’s plans in this area are still at an early stage of development, 
but it is intended that investors will be updated on progress at the time 
of the Company’s interim announcement in November 2005.
Unique Facilities 
Unique Facilities delivered a satisfactory performance in the year to 
31 March 2005 and continued for much of the year to grow yields 
on the back of good occupancy rates. Despite operating in a highly 
competitive market, UBC’s facilities have operated at full capacity for 
extended periods during the year. In addition, Unique Facilities has 
sought to extend its audio creative services, with the successful launch 
of a number of new products, including the composition of theme and 
incidental music for television programmes and bespoke music jingles.
Acquisitions & disposals 
UBC increased its shareholding in Oneword Radio Limited to 100% on 
30 June 2004 when it acquired the 50% shareholding of USI Holdings 
Limited for £694,000. In consideration, UBC issued approximately 2.44 
million new UBC ordinary shares.
In July 2004 UBC increased its shareholding in Digital News Network, 
which broadcasts a regional data service on ﬁve MXR multiplexes, from 
21.95% to 28.05% at a cost of approximately £32,000.
In August 2004 UBC acquired the business of Smooth Operations, 
a leading UK independent regional radio producer. The acquisition 
consideration comprised an initial payment of £1.8 million, with a further 
maximum payment of £1.9 million depending upon the proﬁt growth in 
each of the two years following the acquisition. A cash payment of £1.2 
million and the issue of approximately 2.45 million new UBC ordinary 
shares satisﬁed the initial acquisition consideration, plus costs incurred 
in connection with the acquisition of £79,000. Any further consideration 
will be payable as to 60% in cash and 40% by the issue of new UBC 
FINANCIAL REVIEW 15
ANNUAL REPORT AND ACCOUNTS 2005
ordinary shares. The ﬁrst part of the deferred consideration will become 
payable in the second-half of the ﬁnancial year to 31 March 2006, and 
this element is capped at £665,000 and is payable in a mixture of cash 
and new UBC ordinary shares.
In September 2004 UBC announced the acquisition of a 12.5% 
shareholding in Popworld Limited, which owns and controls the 
music programme, Popworld, broadcast on Channel 4 and MTV. The 
consideration of £250,000 was settled in cash. UBC had an option to 
increase its shareholding in Popworld further to 25% at any time up to 
the end of December 2004 for a further consideration of £250,000.  
The option was not exercised.
In April 2005 UBC sold a 51% interest in Oneword Radio Limited to 
Channel 4 Television Corporation for a cash consideration of £1 million. 
Channel 4’s investment in Oneword Radio represents the ﬁrst partnership 
of a national television and commercial radio station and potentially 
mirrors the BBC’s ownership of a cross-media brand. UBC and Channel 
4 are currently working together on ways to develop Oneword Radio, 
including cross-promoting Oneword Radio and utilising the Channel 4 
brand name.
Fund Raising and use of proceeds 
In July 2004 UBC placed approximately 7.8 million new ordinary shares 
with institutional investors, raising an additional £1.8 million (before 
expenses) for the Company. The net proceeds of the placing were 
used to satisfy the initial cash consideration and related costs of the 
acquisition of Smooth Operations and a 12.5% shareholding in Popworld 
Limited. The balance of the proceeds will be used to fund the balance of 
any deferred cash consideration of the acquisition.
Investment in digital radio 
During the year to 31 March 2005 UBC invested the following amounts 
in digital licences:
–   Investment in subsidiary companies of £1.50 million (2004: £1.52 
million), of which £963,000 (2004: £947,000) relates to carriage of 
Classic Gold Digital on digital multiplexes covering Northern England 
and Greater London and other areas which broaden Classic Gold 
Digital’s coverage; £394,000 (2004: £nil.) on Oneword Radio; and 
£144,000 (2004: £133,000) to data licence fees for broadcasting 
regional data services on ﬁve MXR digital multiplexes.
–  Joint Venture Investment of £60,000 (2004: £436,000) in 
Oneword Radio.
Cash Flow 
During the year UBC had a cash inﬂow from operating activities after 
digital licences and before investment in Oneword Radio and working 
capital of £96,000 (2004: –£520,000).
Cash 
At 31 March 2005 UBC had cash in the bank of £3.50 million  
(2004: £4.32 million).
International Financial Reporting Standards (IFRS) 
As a result of a review of its accounting policies it is UBC Media Group’s 
intention to comply with IFRS standards for the year ended 31 March 
2008 in accordance with regulations applicable to AIM listed companies.
Payment of Dividend 
The Board is not recommending the payment of a dividend.
Jennifer Donald 
Finance Director 16
UBC MEDIA GROUP PLC
BOARD OF DIRECTORS
John Hodson (58) Non-Executive Chairman 
John Hodson was appointed to the Board as Non-Executive Chairman of the 
Company in February 2005. Prior to December 2004 John was Chief Executive 
of Singer & Friedlander Group. Other non-executive directorships held by John 
include Domino’s Pizza UK & IRL plc and Prestbury Group. John is Chairman of 
the Nominations Committee and a member of the Remuneration Committee.
Simon Cole (47) Chief Executive 
Simon Cole founded Unique Broadcasting in 1989 in partnership with Tim 
Blackmore, having pioneered the market for national sponsored programmes 
whilst at Piccadilly Radio, where he was Head of Programmes. Simon has 
been awarded a fellowship of the Radio Academy. Simon is a member of  
the Nominations Committee.
Jennifer Donald (50) Finance Director 
Jennifer Donald qualiﬁed as a chartered accountant with KPMG and has 
held directorships in a number of private and publicly owned companies. 
Prior to joining the Board in December 2000, Jennifer was Finance Director 
of McCarthy Corporation plc. Jennifer is a member of the Nominations 
Committee.
Matthew Honey (39) Managing Director, Unique Interactive 
Matthew Honey is Managing Director of Unique Interactive, with 
responsibility for the Group’s Radio Services activities. Matthew joined 
Unique Broadcasting in 1992 and prior to his appointment as Managing 
Director of Unique Interactive in December 2000 served as Finance Director  
of the Group. Matthew qualiﬁed as a chartered accountant with Coopers  
& Lybrand.
John Quinn (48) Commercial Director 
John Quinn has overall responsibility for the Group’s commercial airtimes sales. 
John joined Unique Broadcasting in 1996. He was formerly Sales Controller for 
Virgin Radio and Atlantic 252 and launch Sales Director of Kiss FM.
Tim Blackmore MBE (60) Non-Executive Director and Group 
Editorial Director 
Tim Blackmore founded Unique Broadcasting in 1989 with Simon Cole, after 
a career in radio production with BBC Radio One and Capital Radio. In April 
2004 Tim was appointed as a Non-Executive Director, having stepped down 
from day-to-day executive responsibilities. He continues to act as Group 
Editorial Director for UBC Media Group and as Chairman of Classic Gold 
Digital and Smooth Operations and as a director of Oneword Radio. Tim 
served as the ﬁrst Director of the Radio Academy and was awarded an  
MBE for services to independent radio production. Tim has also been awarded 
a fellowship of the Radio Academy and is Chairman of the Sony Radio 
Academy Awards. 
Noel Edmonds (56) Non-Executive Director 
During a 30-year career with the BBC, Noel Edmonds presented some of the 
Corporation’s highest rating entertainment shows. In 1986 Noel established 
the Unique Group of companies, a privately owned media and communications 
group engaged in television and event production, video communication and 
talent management.
Kelvin Harrison (50) Non-Executive Director 
Kelvin Harrison is a chartered engineer with signiﬁcant experience of the 
software, electronics and communications sectors in various positions, 
including chief executive of public and private companies. Kelvin is also Chief 
Executive of Maxima Holdings plc. Kelvin is Chairman of the Remuneration 
Committee and a member of the Audit Committee.
Paul Pascoe (44) Non-Executive Director 
Paul Pascoe is Chief Executive Ofﬁcer of the Unique Group of companies, 
which are engaged in television and event production, video communication 
and talent management. Paul serves as a Non-Executive Director of UBC 
Media Group and is Chairman of the Audit Committee and a member of the 
Remuneration Committee.
Michael Peacock OBE (75) Non-Executive Director 
Michael Peacock stood down as Non-Executive Chairman of UBC Media 
Group in February 2005 after 16 years of service, and is due to retire as a  
Non-Executive Director of UBC Media Group at the Company’s AGM in July 
2005. Michael is a former Controller of BBC1. Other senior management 
positions held by him include Managing Director of London Weekend 
Television and Executive Vice President of Warner Bros TV. Michael is also a 
Governor of the London School of Economics and in June 2005 was awarded 
an OBE in the Queen’s Birthday Honours for services to higher education. 
In the year to 31 March 2005 Michael was a member of the Audit and 
Remuneration committees.
Professor Roger Silverstone (60) Non-Executive Director 
Roger Silverstone is Professor of Media and Communications at the London 
School of Economics, having previously worked in television research and 
production for London Weekend Television, Associated Television and the 
BBC. Roger is a member of the Audit and Remuneration committees.
Executive directors 
Simon A Cole 
Jennifer H Donald 
Matthew A Honey 
John P Quinn
Non-executive directors 
John Hodson 
Timothy J. Blackmore MBE 
Noel E. Edmonds 
Keith R. Harris * 
Kelvin F. Harrison 
Paul H.B. Pascoe 
I. Michael Peacock OBE ** 
Roger S. Silverstone
Company Secretary 
Simon J Howell
Registered ofﬁce 
50 Lisson Street 
London NW1 5DF
Nominated Adviser  
& Broker
Seymour Pierce Limited 
Bucklersbury House 
3 Queen Victoria Street 
London EC4N 8EL
Solicitors to the Company 
Wragge & Co LLP 
55 Colmore Row 
Birmingham B3 2AS
Auditors 
PricewaterhouseCoopers Ltd 
1 Embankment Place 
London WC2N 6RH
Principal Bankers 
Coutts & Co 
440 Strand 
London WC2R 0QS
Registrars 
Capita Registrars 
The Registry 
34 Beckenham Road 
Beckenham 
Kent BR3 4TU
Financial Public Relations 
Portland 
125 High Holborn 
London WC1V 6QA
DIRECTORS AND ADVISORS 
FOR THE YEAR ENDED 31 MARCH 2005
* K.R. Harris resigned as a director of UBC Media Group plc on 26 May 2005.
** I.M. Peacock retired as non-executive chairman of UBC Media Group plc on  
18 February 2005 and is due to resign as a director of the Company at the  
AGM on 29 July 2005. 17
ANNUAL REPORT AND ACCOUNTS 2005
REPORT OF THE DIRECTORS  
FOR THE YEAR ENDED 31 MARCH 2005
The directors present their report and the audited ﬁnancial statements for the year ended 31 March 2005.
Principal activities 
The principal business of the Group is the ownership and operation of digital and analogue commercial radio stations, radio programming and the provision of 
audio and data services to the radio industry.
Directors and their interests 
The names of the directors serving in the year and their interests at 31 March 2005 were as follows:
At 31 March 2005, the following directors’ interests were also noted:
1.  Of the ordinary shares shown as beneﬁcially held by S.A. Cole, 5,000,000 are registered under 
the name of SocGen Nominees (UK) Limited.
2.  Of the ordinary shares shown as beneﬁcially held by T.J. Blackmore, 3,344,226 are registered 
in the name of his wife Margaret Blackmore.
3.  The ordinary shares shown as beneﬁcially held by N.E. Edmonds are registered under the 
name of Unique Communications Limited.
4.  Of the ordinary shares shown as beneﬁcially held by M.A. Honey, 63,000 are registered in 
the name of his wife, Shona Paterson, and 130,000 are registered in the name of Matthew 
& Shona Honey (ECH Trust) and 130,000 are registered in the name of Matthew & Shona 
Honey (GRH Trust).
5.  K.R. Harris resigned as a director of UBC Media Group plc on 26 May 2005.
6.  In addition to the shares held by P .H.B. Pascoe, as Chief Executive of Unique Communications 
Limited P .H.B. Pascoe is also deemed to be interested in the 13,848,714 shares held by  
that company.
7.  Of the ordinary shares shown as beneﬁcially held by I.M. Peacock, 3,411,000 are registered 
under the name of Investec Trustees (Jersey Limited) as trustees of the I. M. and D.J.I 
Peacock Voluntary Settlement. I.M. Peacock is due to resign as a director of UBC Media 
Group plc at the Company’s AGM on 29 July 2005.
8.  Of the ordinary shares shown as being under option to J.P . Quinn, M.A. Honey and J.H. 
Donald, 3,649,604 are under option to the trustees of the Company’s Employee Beneﬁt 
Trust (3,020,299 for J.H. Donald, 95,355 for M.A. Honey and 533,950 for J.P . Quinn) who 
have conﬁrmed their intention to hold the options in trust for the above named and their 
families. The Employee Beneﬁt Trust is a discretionary trust for the beneﬁt of the Company’s 
employees, former employees, their families and dependents.
Share options 
Details of share options and warrants held by directors during the year over the ordinary shares of 1p each in the Company are set out below.  
The options were issued for no consideration.
 Options outstanding Options granted Options relinquished Options exercised Options outstanding Exercise price Date from which  
 as at 1 April 2004 in year in year in year as at 31 March 2005 (pence) exercisable Expiry date
J. H. Donald 205,000*** – – – 205,000 48.50 20/11/02 07/12/10 
K. Harris 3,000,000** – – – 3,000,000 3.13 22/06/00 30/09/05 
M. A. Honey 322,580*** – – – 322,580 31.0 02/04/03 02/04/11 
J. P . Quinn 300,000* – – – 300,000 1.03 31/03/02 30/09/06 
 2,250,000** – – – 2,250,000 1.66 26/03/00 30/09/06 
 322,580*** – – – 322,580 31.0 02/04/03 02/04/11
*  Granted under the Unapproved Executive Share Scheme.
** Granted under the Unapproved Executive Share Scheme Number Two.
*** Granted under the Enterprise Management Incentive Share Option Scheme.
The Company’s share price as at 31 March 2005 was 29.25p and had a range of 21p to 32.25p through the year. On 20 June 2005 the Company’s share price was 25p.
 No. of ordinary shares No. of ordinary shares Ordinary shares under option 
 as at 31 March 2004 as at 31 March 2005 as at 31 March 2005
J. Hodson – – – 
S. A. Cole (1) 26,627,884 26,667,884 – 
J. H. Donald 19,225 19,225 3,225,299 
M. A. Honey (4) 4,481,429 4,481,429 417,935 
J. P . Quinn 2,850,000 2,850,000 3,406,530 
T. J. Blackmore (2) 20,080,857 20,080,857 – 
N. E. Edmonds (3) 13,848,714 13,848,714 – 
K. R. Harris (5) 3,700,000 3,700,000 3,000,000 
K.F. Harrison 2,500 2,500 – 
P . H. B. Pascoe (6) – 50,000 – 
I. M. Peacock (7) 9,431,000 9,501,000 – 
R. S. Silverstone – – – 18
UBC MEDIA GROUP PLC
REPORT OF THE DIRECTORS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
Substantial shareholders
At 1 June 2005 the Company has been informed of the following interests of 3% or more in its ordinary shares of 1p 
each in issue at that date:
 
Re-election of directors 
In accordance with the Articles of Association J. Hodson, M.A. Honey, J.P . Quinn and R.S. Silverstone offer 
themselves for re-election at the forthcoming AGM, details of which are set out at the back of this annual report. 
Brief particulars of all directors can be found on page 16.
Corporate governance 
As an AIM listed company, UBC Media Group plc is not required to comply with the main provisions of the 
principles of good governance and code of best practice prepared by the Committee on Corporate Governance 
(the ‘Combined Code’). However, insofar as they are able for a company of its size, the Board complies with the 
provisions of the Combined Code. Details concerning the Group’s arrangements relating to corporate governance 
and its compliance with the Combined Code are given on pages 19 to 20. The Directors’ Report on Remuneration 
is given on page 22.
Annual General Meeting 
The following special business is being proposed at this year’s Annual General Meeting:
Authority to Directors to allot shares: Resolution 8 
The Companies Act 1985 provides that the directors may not allot shares unless empowered to do so by the 
shareholders. Such a power cannot be given for longer than ﬁve years at any one time and the total nominal value 
of shares that can be allotted must be speciﬁed. In order to renew the Board’s powers in respect of unissued shares 
it is, accordingly, proposed that the directors be granted general authority at any time prior to the expiry of ﬁfteen 
months following the forthcoming Annual General Meeting (or prior to the next Annual General Meeting of the 
Company, if earlier) to allot shares up to an aggregate nominal value of £255,979 representing approximately 15% 
of the current issued share capital.
Disapplication of pre-emption rights: Resolution 9 
This resolution is proposed for two reasons. Firstly, it renews the directors’ authority to implement rights issues 
without complying fully with the technical requirements of section 89 of the Companies Act 1985 (relating to the 
allotment of shares for cash). Secondly, the resolution gives the directors authority to allot shares for cash other 
than by way of rights to existing shareholders up to an aggregate nominal amount of £170,653. This power will 
provide the directors with the ﬂexibility to take advantage of business opportunities as they arise. Shareholders 
should note that the London Stock Exchange does not require shareholders’ speciﬁc approval for each issue 
of shares for cash on a pre-emptive basis to the extent that under section 95 of the Companies Act 1985 the 
provisions of section 89 are disapplied generally. If given, this authority will expire ﬁfteen months from the date 
of passing of the special resolution or, if earlier, on the date of the next Annual General meeting of the Company.
Employee involvement 
The Group places considerable value on the involvement of its employees and encourages the development of 
employee involvement in each of its operating companies through both formal and informal meetings. It is the 
Group’s policy to ensure that employees are made aware of signiﬁcant matters affecting the performance of the 
Group through information bulletins, informal meetings, team brieﬁngs, internal newsletters and the Group’s 
website and intranet.
Employee involvement 
The Group acknowledges the vital role that all employees play in its success through their skills, initiative and 
commitment. The Group endorses and supports the principles of equal opportunities and always fully considers 
applications by disabled persons. The policy in respect of staff that become disabled whilst employed is to train 
and assist them wherever practicable to continue within the Group. It is the policy of the Group to consider 
individuals on their merit and to make employment decisions on a non-discriminatory basis in compliance with its 
legal obligations. The Group’s policy is to ensure that, as far as is reasonably practicable, working environments 
exist which will minimise risk to the health and safety of employees.
Going concern 
After reviewing the Group’s budget for the year to 31 March 2006 and its medium-term plans, the directors have a 
reasonable expectation that the Group has adequate resources to continue in operation for the foreseeable future. 
Therefore they have adopted the going concern basis in preparing the ﬁnancial statements.
Charitable donations 
The Group made charitable contributions of £5,492 (2004: £738) during the year, of which £951 was donated to 
the Company’s selected charity, Macmillan Cancer Relief. The balance was advertising commission donated to the 
Tsunami Relief appeal. The Group made no political donations during the year.
Auditors 
The auditors, PricewaterhouseCoopers LLP , have indicated their willingness to continue in ofﬁce and a resolution 
that they be re appointed will be proposed at the Annual General Meeting.
Policy and practice on payment of creditors 
Each Group company is responsible for agreeing the details of terms and conditions relating to transactions with 
its suppliers where goods and services have been supplied in accordance with the relevant terms and conditions of 
the contract. Trade creditors for the Company at 31 March 2005 represented 41 days of purchases (31 March 2004: 
24 days of purchases).
 Number of shares % of issued share capital
S. A. Cole 26,667,884 15.63 
T. J. Blackmore 20,080,857 11.77 
Unique Communications Limited 13,848,714 8.12 
BNY (OCS) Nominees Limited 5,845,306 6.54 
Vidacos Nominees Limited 9,600,000 5.63 
I. M. Peacock 8,921,000 5.23 
State Street Nominees Limited 6,806,665 3.99 19
ANNUAL REPORT AND ACCOUNTS 2005
CORPORATE GOVERNANCE STATEMENT
As an AIM listed company, UBC Media Group plc is not required to comply with the main provisions of the principles of 
good governance and code of best practice prepared by the Committee on Corporate Governance (the ‘Combined Code’). 
However, the Company supports the principles of good governance laid down in the Combined Code and insofar as they 
are able, for a company of its size, the Board complies with the provisions of the Combined Code.
This statement provides details of how UBC Media Group has applied these principles and complied insofar as they are 
able for a company of its size with the detailed provisions of Section1 of the Combined Code.
The Board 
The Company is controlled through a Board of Directors, which at 31 March 2005 comprised four executive directors and 
eight non-executive directors. A non-executive director of the Company, K.R. Harris, resigned as a director on 26 May 
2005 and it is the intention of the non-executive director, I.M. Peacock, to resign from the Board at the Company’s AGM 
on 29 July 2005. Short biographies of each director are set out on page 16.
The role of the Chairman and that of the Chief Executive are separate and have been so since the Company’s formation.
The Senior Non-Executive Director is P .H.B. Pascoe.
The Chairman, who was appointed to the Board on 18 February 2005, is responsible for the leadership of the Board, 
ensuring its effectiveness in all aspects of its role and setting its agenda. The Chairman also ensures that the directors 
receive accurate, timely and clear information and that there is effective communication with shareholders. The 
Chairman also facilitates the effective contribution of the other Non-Executive Directors and ensures constructive 
relations between executive and non-executive directors.
The Chief Executive’s responsibilities are concerned with co-ordinating the Group’s business and implementing 
Group strategy.
The Board’s role is to provide entrepreneurial leadership of UBC Media Group within the framework of prudent and 
effective controls that enable risk to be assessed and managed. The Board is responsible for setting the Company’s 
strategic aims and for ensuring the ﬁnancial and human resources are in place for the Company to meet its objectives 
and to review management performance. The Board is also responsible for setting the Company’s values and standards 
and ensuring that its obligations to its shareholders are understood and met.
The Board dispatches its role by holding bi-monthly meetings, at which:
–  monthly management accounts, including budgets and prior year comparatives, are presented and reviewed;
–  strategy is set and policy is debated;
–  all signiﬁcant investment and acquisition opportunities are reviewed and, if appropriate, approval is given;
–  any proposed changes to internal control and operating policies are debated.
The Non-Executive Directors bring a wide range of experience and expertise to the Company’s affairs which allows 
them to constructively challenge and help develop proposals and strategy, scrutinise performance and controls and take 
decisions objectively in the interests of the Company. N.E. Edmonds and P .H.B. Pascoe, as representatives of Unique 
Communications Limited, a signiﬁcant shareholder in the Company, are not considered by the Board to be independent. 
In addition, T.J. Blackmore and I.M. Peacock, by reasons of their signiﬁcant shareholdings in the Company, are not 
considered by the Board to be independent; and K.R. Harris, by reason of his signiﬁcant shareholding in the Company, 
was not considered by the Board to be independent.
All directors are subject to election by shareholders at the ﬁrst opportunity after appointment and to re-election every 
three years. At the Annual General Meeting in 2004 I.M. Peacock, T.J. Blackmore and N.E. Edmonds were re-elected to 
the Board. Details of directors submitted for re-election at the forthcoming AGM are provided on page 46.
The Company indemniﬁes directors for claims made against them in relation to their duties, with the exception of any 
losses incurred as a result of their wilful negligence. Insurance cover with an annual limit of £1 million is maintained in 
respect of potential legal action.
The Board of Directors meets formally approximately six times a year. During the year attendance at formal meetings 
of the Board was as follows: T.J. Blackmore, S.A. Cole, K.R. Harris, K.F. Harrison, M.A. Honey, P .H.B. Pascoe, J.P . 
Quinn and R.S. Silverstone attended on six occasions; J.H. Donald attended ﬁve meetings; and I.M. Peacock attended 
four meetings. J. Hodson was appointed as a director of the Company on 18 February 2005 and in the period from 18 
February 2005 to 31 March 2005 attended one meeting of the Board. N.E. Edmonds did not attend any formal meetings 
of the Board. In addition there were a number of informal meetings of the Board.
The Company has adopted the Model Code for Directors’ dealings as applicable to AIM companies.
Financial Reporting and Going Concern 
The Board places considerable emphasis on ensuring that all communications with shareholders present a balanced  
and transparent assessment of the Group’s position and prospects. The Board or a sub-committee of the Board reviews 
and approves results announcements, interim reports, annual reports, the Chairman’s AGM statement and trading 
updates prior to their release. The directors’ statement of responsibilities in respect of the preparation of ﬁnancial 
statements is set out on page 21 and the Auditors’ statement on the respective responsibilities of directors and  
auditors is included within their report on page 23.
Internal Controls & Risk Management 
The Board is responsible for maintaining a sound system of internal control to safeguard shareholders’ investments and 
the Company’s assets. Such a system is designed to manage rather than eliminate the risk of failure to achieve business 
objectives and can provide only reasonable and not absolute assurance against material misstatement or loss. The 
Board regularly reviews this process and the effectiveness of the Group’s system of internal controls. The review  
covers all material controls, including ﬁnancial, operational and compliance controls and risk management systems. 
Committees of the Board 
The Board has three standing committees, being the Audit Committee, the Remuneration Committee and the 
Nominations Committee, each of which operate within deﬁned terms of reference.
Audit Committee 
The Audit Committee consists of P .B.H. Pascoe, as chairman, K.F. Harrison and R.S. Silverstone. The Audit Committee 
has primary responsibility for monitoring the integrity of the ﬁnancial statements of the Company; reviewing the  20
UBC MEDIA GROUP PLC
CORPORATE GOVERNANCE STATEMENT CONTINUED
Company’s internal ﬁnancial controls; ensuring that the ﬁnancial performance of the Company is properly measured and 
reported on; and for reviewing reports from the Company’s auditors relating to the Company’s accounting and internal 
ﬁnancial controls. The Finance Director and other senior management also attend committee meetings by invitation. 
The Committee has direct access to the Company’s auditors and meets with the auditors at least once a year without 
executive management being present. The Audit Committee met formally twice during the year.
During the year to 31 March 2005 K.R. Harris was chairman of the Audit Committee and P .H.B. Pascoe, I.M. Peacock, 
K.F. Harrison and R.S. Silverstone were members of the Committee. Since the year-end I.M. Peacock and K.R. Harris 
resigned as members of the Audit Committee and P .B.H. Pascoe was appointed as chairman of the Audit Committee.
Remuneration Committee 
The Remuneration Committee consists of K.F. Harrison, as chairman, J. Hodson, P .H.B. Pascoe and R.S. Silverstone. 
Further details of the Committee’s remit are contained in the Remuneration Committee report on page 22.  
The Remuneration Committee met formally four times during the year.
During the year to 31 March 2005 P .H.B. Pascoe was chairman of the Remuneration Committee and I.M. Peacock,  
K.R. Harris, K.F. Harrison and R.S. Silverstone were members of the Committee. Since the year-end I.M. Peacock  
and K.R. Harris resigned as members of the Remuneration Committee, J. Hodson was appointed as a member and  
K.F. Harrison was appointed as chairman of the Remuneration Committee.
Nominations Committee 
The Nominations Committee is responsible for succession planning and ensuring that all appointments to the Board are 
objective. The Committee oversees the selection and appointment of directors, making its recommendations to the full 
Board. The Committee meets as and when required. The Nominations Committee met twice during the year.  
The Committee consists of J. Hodson, as chairman, S.A. Cole and J.H. Donald. 
During the year to 31 March 2005 I.M. Peacock was chairman of the Nominations Committee and K.R. Harris was a 
member of the Committee. Since the year-end I.M. Peacock and K.R. Harris resigned as members of the Committee  
and J. Hodson was appointed as a member and as chairman of the Nominations Committee.
Relations with Shareholders 
The Board is committed to maintaining good communications with shareholders. The Chief Executive and the Finance 
Director maintain a regular dialogue with institutional shareholders throughout the year. The executive directors give 
presentations to analysts and hold one-to-one formal meetings with the Group’s key shareholders immediately following 
the announcement of the Group’s full year and interim results. The Group obtains independent feedback on these 
meetings through its corporate brokers, and this feedback is disclosed to the Board.
The Company responds formally to all queries and requests for information from existing and prospective shareholders. 
In addition, J. Hodson and P .H.B. Pascoe are available to shareholders to ensure that any potential concerns can be 
raised directly. The Group’s Annual Report and Accounts, preliminary and interim announcements, trading statements 
and press releases are available on its website at www.ubcmedia.com.
Constructive use of the AGM 
The Board uses the Annual General Meeting to communicate with both institutional and private shareholders. 
Resolutions are proposed on each substantially separate issue and the agenda includes a resolution to adopt the 
Group’s Annual Report and Accounts. Details of the proxy votes for and against each resolution are announced after  
the result of the hand votes is known. After the formal business of the Meeting has been concluded, the Chairman 
invites shareholder questions to the Board. 21
ANNUAL REPORT AND ACCOUNTS 2005
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Company law requires the directors to prepare ﬁnancial statements for each ﬁnancial year that give a true and fair view of the state of affairs of the 
Company and the Group and of the proﬁt or loss of the Group for that year. The directors are required to prepare the ﬁnancial statements on the going 
concern basis, unless it is inappropriate to presume the Group will continue in business.
The directors conﬁrm that, in preparing the ﬁnancial statements, suitable accounting policies have been used and applied. They also conﬁrm that 
reasonable and prudent judgements and estimates have been made in preparing the ﬁnancial statements for the year ended 31 March 2005 and that 
applicable accounting standards have been followed.
The maintenance and integrity of the Company’s websites is the responsibility of the directors. Legislation in the United Kingdom governing the 
preparation and dissemination of ﬁnancial statements may differ from legislation in other jurisdictions.
The directors are responsible for maintaining proper accounting records that disclose with reasonable accuracy at any time the ﬁnancial position of the 
Company and the Group and enable them to ensure that the ﬁnancial statements comply with the Companies Act 1985. They are also responsible for 
safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and  
other irregularities.
By order of the Board
Simon Howell 
Company Secretary
50 Lisson Street 
London NW1 5DF
20 June 2005 22
UBC MEDIA GROUP PLC
REMUNERATION REPORT
Directors’ service contracts 
On 6 June 2005 the executive directors, S.A. Cole, J.H. Donald, M.A. Honey and J.P . Quinn, each entered into 12 month ﬁxed term rolling service agreements 
with the Company. On 18 February 2005 J. Hodson was appointed as a non-executive director of the Company for a 15 month period expiring on 5 June 2006. 
On 6 June 2005 the non-executive directors, T.J. Blackmore, N.E. Edmonds, K.F. Harrison, P .H.B. Pascoe and R.S. Silverstone were appointed as non-executive 
directors of the Company for a one–year period expiring on 5 June 2006. The appointment of the non-executive directors, T.J. Blackmore, N.E. Edmonds, K.F. 
Harrison, P .H.B. Pascoe and R.S. Silverstone may be terminated at any time by the Company on three months’ notice.
As an AIM listed company, the directors’ Remuneration Report regulations do not formally apply in 2005.  
However, we voluntarily disclose the following information.
The Board has established a Remuneration Committee with formally delegated duties and responsibilities, 
consisting of K.F. Harrison as chairman, J. Hodson, P .H.B. Pascoe and R.S. Silverstone. The provisions of the 
Combined Code (the Code) recommend that as Company Chairman, J. Hodson should not be a member of the 
Committee. However, it is considered that J. Hodson’s experience and knowledge is of considerable value to  
the Committee and as a result he has been appointed a member of the Committee. The Remuneration Committee  
has responsibility for determining executive directors’ terms and conditions of service, including remuneration  
and grant of options under the Share Option Schemes.
Remuneration policy for executive directors 
The Company’s policy on executive director remuneration is to:
–  attract and retain high quality executives by paying competitive remuneration packages relevant to each 
director’s role, experience and the external market; and
 Salary & fees Bonus Taxable beneﬁts Pension contribution 2005 Total 2004 Total 
  £’000  £’000  £’000  £’000  £’000  £’000
Executive       
S.A. Cole 144 18 1 4 167 162 
J.H. Donald 73 11 1 3 88 116 
M.A. Honey 97 10 1 3 111 113 
J.P . Quinn 115 28 1 3 147 130 
Non-executive       
J. Hodson (chairman) (appointed 18 February 2005) 4 – – – 4 – 
T.J. Blackmore (1) (served as an executive director prior to 5 April 2004) 50 – – – 50 89 
N.E. Edmonds (2) – – – – – – 
K.R. Harris (resigned as a non–executive director on 26 May 2005) 19 – – – 19  19 
K.F. Harrison (appointed 26 June 2003) 18 – – – 18 13 
P .H.B Pascoe 19 – – – 19 19 
I.M. Peacock (resigned as chairman 18 February 2005) 33 – – – 33 33 
R.S. Silverstone 18 – – – 18 18
 590 67 4 13 674 712
(1)  In the year to 31 March 2005 T.J. Blackmore received salary and fees of £2,000 in his role as a director of the Company. In the period from 5 April 2004 to 31 March 2005 T.J. Blackmore  
received fees totalling £48,000 for his services as Editorial Director and consultant to the Group
(2) No beneﬁts are provided for under the terms of N.E. Edmonds’ engagement
– incentivise directors to maximise shareholder value through share options and the payment of an annual bonus.
Executive directors participate in an annual bonus plan under which in the year to 31 March 2005 their maximum 
bonus potential was 25% of salary. The primary measure used to assess performance under the bonus plan 
in the year to 31 March 2005 for all executive directors was Group and divisional proﬁtability compared to 
market expectation. In the year to 31 March 2006 it is proposed that, in order to increase the incentives for over 
performance at divisional and Group level, the maximum potential annual bonus for all executive directors  
is changed to 50% and which will be measured wholly against Group and divisional proﬁtability against  
market expectation.
The remuneration of each of the directors for the year ended 31 March 2005 was as follows: 23
ANNUAL REPORT AND ACCOUNTS 2005
INDEPENDENT AUDITORS’ REPORT
Independent auditors’ report to the members of UBC Media Group plc
We have audited the ﬁnancial statements, which comprise the consolidated proﬁt and loss account, the consolidated and company balance sheets,  
the consolidated cash ﬂow statement, and the related notes.
Respective responsibilities of directors and auditors 
The directors’ responsibilities for preparing the annual report and the ﬁnancial statements in accordance with applicable United Kingdom law and 
accounting standards 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 United Kingdom Auditing 
Standards issued by the Auditing Practices Board. This report, including the opinion, has been prepared for and only for the company’s members as a body 
in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility  
for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior 
consent in writing.
We report to you our opinion as to whether the ﬁnancial statements give a true and fair view and are properly prepared in accordance with the Companies 
Act 1985. We also report to you if, in our opinion, the directors’ report is not consistent with the ﬁnancial statements, if the company has not kept proper 
accounting records, if we have not received all the information and explanations we require for our audit, or if information speciﬁed by law regarding 
directors’ remuneration and transactions is not disclosed.
We read the other information contained in the annual report and consider the implications for our report if we become aware of any apparent 
misstatements or material inconsistencies with the ﬁnancial statements. The other information comprises only the Chairman’s Statement, the Chief 
Executive’s Statement, the Financial Review, the Report of the Directors, the Corporate Governance Statement and the Remuneration Report.
Basis of audit opinion 
We conducted our audit in accordance with auditing standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, 
of evidence relevant to the amounts and disclosures in the ﬁnancial statements. It also includes an assessment of the signiﬁcant estimates and 
judgements made by the directors in the preparation of the ﬁnancial statements, and of whether the accounting policies are appropriate to the 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 of the state of the state of affairs of the Company and the Group at 31 March 2005 and 
of the loss and cash ﬂows of the Group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP 
Chartered Accountants and Registered Auditors 
London
20 June 2005 CONSOLIDATED PROFIT AND LOSS ACCOUNT 
FOR THE YEAR ENDED 31 MARCH 2005
      
     Before Goodwill Goodwill 
  Before Goodwill Goodwill  and Digital and Digital  
  and Digital and Digital  Licences Licences  
  Licences Licences Total *restated *restated Total 
 notes  £’000 £’000  £’000  £’000  £’000  £’000
Turnover (including share of joint ventures) 1,3             
Continuing operations  14,782  14,782 13,332    13,332  
Acquisitions  1,188  1,188 –    –  
  15,970  15,970 13,332    13,332  
Less: Share of turnover of joint ventures  (10)  (10) (42)   (42) 
Group turnover  15,960  15,960 13,290    13,290  
Cost of sales  4 (11,475)  (11,475) (9,738)   (9,738)
Gross proﬁt 4 4,485  4,485 3,552    3,552  
Administrative expenses 4 (3,410) (2,168) (5,578) (3,147) (1,421) (4,568) 
Group operating proﬁt/(loss) 5 1,075 (2,168) (1,093) 405  (1,421) (1,016) 
              
Continuing operations  807 (1,369) (562) 405  (1,421) (1,016) 
Acquisitions 24 268 (799) (531) –  –  –  
              
Share of operating (loss) in joint ventures 6 (68) (97) (165) (178)  (436) (614)
Total operating proﬁt/(loss):              
Group and share of joint ventures  1,007 (2,265) (1,258) 227  (1,857) (1,630) 
Interest receivable  106 – 106 123  –  123  
Interest payable 7 (3) – (3) (3) –  (3) 
Proﬁt/(loss) on ordinary activities              
before taxation  1,110 (2,265) (1,155) 347  (1,857) (1,510) 
Tax credit/(charge) 10 4 – 4 (22) –  (22)
Proﬁt/(loss) on ordinary activities              
after taxation  1,114 (2,265) (1,151) 325  (1,857) (1,532) 
Equity minority interest  (102) 233 131 (198) 256  58  
Retained proﬁt/(loss) for the ﬁnancial year 21 1,012 (2,032) (1,020) 127  (1,601) (1,474)
 
Proﬁt/(loss) per share 
Basic–pence 11 –  –  (0.61) –  –  (0.95) 
Diluted–pence 11 –  –  (0.61) –  –  (0.95) 
*See Note 1.
All activities relate to continuing operations. The group has no recognised gains and losses other than those included in 
the proﬁt/(loss) above,and therefore no separate statement of total recognised gains and losses has been presented. 
Year ended 31 March 2005
Year ended 31 March 2004
24
UBC MEDIA GROUP PLC CONSOLIDATED BALANCE SHEET 
AS AT 31 MARCH 2005
  As at 31 March 2005  As at 31 March 2004 
Group notes £’000 £’000
Fixed assets      
Goodwill and intangible assets 12 4,059 332 
Tangible assets 13 183 210 
   4,242 542 
    
Investments 14 266 – 
    
Current assets      
Work in progress 15 36 34 
Debtors      
– due after more than one year 16 458 2,300 
– due within one year 16 3,282 1,854 
   3,740 4,154 
Cash at bank and in hand  3,498 4,324
  7,274 8,512 
Creditors: amounts falling due within one year 17 (4,136) (2,917)
Net current assets  3,138 5,595
Total assets less current liabilities  7,646 6,137 
Creditors: amounts falling due after more than one year 18 (1,078) (337) 
Provisions for liabilities and charges 14,19 (511) (2,334)
Net assets  6,057 3,466
      
Capital and reserves      
Called up share capital 20 1,707 1,579 
Shares to be issued 21 760 – 
Share premium account 21 15,034 12,850 
Other reserves 21 (801) (801) 
Merger reserve 21 670 – 
Proﬁt and loss account 21 (10,938) (9,918)
Equity shareholders’ funds 25 6,432 3,710 
Equity minority interest  (375) (244)
Capital employed  6,057 3,466
25
ANNUAL REPORT AND ACCOUNTS 2005 COMPANY BALANCE SHEET 
AS AT 31 MARCH 2005  As at 31 March 2005  As at 31 March 2004 
 notes £’000 £’000
Investments 14 2,102  1,142  
 
Current assets     
Debtors      
– due after more than one year 16 1,691  1,197  
– due within one year 16 9,220  4,857  
   10,911  6,054  
Cash at bank and in hand  1,931  4,055 
  12,842  10,109  
Creditors: amounts falling due within one year 17 (8) (27) 
Net current assets  12,834  10,082 
Total assets less current liabilities  14,936  11,224 
Net assets  14,936  11,224 
       
Capital and reserves      
Called up share capital 20 1,707  1,579  
Shares to be issued 21 760 – 
Share premium account 21 15,034  12,850  
Merger reserve 21 670  –  
Proﬁt and loss account 21 (3,235) (3,205)
Equity shareholders’ funds  14,936  11,224 
These ﬁnancial statements, which comprise the consolidated proﬁt and loss account, the consolidated and company balance sheets, the consolidated 
cash ﬂow statement and related notes were approved by the board of directors on 20 June 2005 and were signed on its behalf by:
 
 
J H Donald S A Cole 
Director Director
26
UBC MEDIA GROUP PLC CONSOLIDATED CASH FLOW STATEMENT 
FOR THE YEAR ENDED 31 MARCH 2005
  Year ended  Year ended 
  31 March 2005  31 March 2004 
 notes £’000 £’000
Net cash (outﬂow)/inﬂow from operating activities 22 (862) 91 
Returns on investments and servicing of ﬁnance       
Interest received   121 107 
Interest paid   (3) (3) 
Net cash inﬂow from returns on investment and servicing of ﬁnance   118 104
 
Taxation       
UK Corporation tax paid   (23) (39) 
Capital expenditure and ﬁnancial investment       
Purchase of tangible ﬁxed assets   (77) (158) 
Purchase of intangible ﬁxed assets   – (28) 
Sale of tangible ﬁxed assets   – 6 
Purchase of ﬁxed asset investment   (266) – 
Loans to joint ventures   (90) (695) 
Net cash (outﬂow) from capital expenditure and ﬁnancial investment   (433) (875)
 
Acquisitions and disposals       
Purchase of interest in joint ventures   (32) – 
Purchase of subsidiary undertakings   (1,279) – 
Net overdrafts acquired with subsidiary undertakings   (1) – 
Net cash (outﬂow) from acquisitions and disposals   (1,312) – 
Net cash (outﬂow) before ﬁnancing    (2,512) (719) 
        
Management of liquid resources       
Increase/(decrease) in short–term deposits with banks   1,000 (1,000) 
        
Financing       
Issue of ordinary share capital   1,800 1,760 
Expense of share issue    (114) (21) 
Capital element of ﬁnance lease   – (47) 
Net cash inﬂow from ﬁnancing   2,686 692
Increase/(decrease) in cash in the year 23 174 (27) 
Cash balances at the beginning of the year   3,324 3,351 
Cash balances at the end of the year   3,498 3,324
       
Represented by       
Cash and bank balances   3,498 3,324 
Short term deposits   – 1,000
   3,498 4,324
27
ANNUAL REPORT AND ACCOUNTS 2005 28
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS 
FOR THE YEAR ENDED 31 MARCH 2005
1. PRINCIPAL ACCOUNTING POLICIES 
 
The ﬁnancial statements have been prepared in accordance with applicable accounting standards in the  
United Kingdom. A summary of the more important accounting policies, which have been consistently applied, 
is set out below.
Basis of accounting 
The ﬁnancial statements are prepared in accordance with the historical cost convention.
Basis of consolidation 
The group ﬁnancial statements consolidate the ﬁnancial statements of the company and its subsidiary 
undertakings. The ﬁnancial statements of each subsidiary company have been prepared to 31 March for 2004  
and 2005. Intra-group sales and proﬁts are eliminated on consolidation.
As permitted by Section 230 of the Companies Act, a separate proﬁt and loss account is not presented for  
UBC Media Group plc.
The company loss after taxation for the year amounted to £30,000 (2004: £36,000).
Joint ventures are accounted for by the gross equity method from the date of their formation to the date of their 
sale. A fair value is attributed to the group’s share of separable assets and liabilities acquired on the formation of 
the joint venture and any excess of consideration over this fair value is disclosed in the balance sheet. 
Comparative information 
In the prior year, the Group separately analysed Goodwill and Development Items. This comprised goodwill 
amortisation, digital licence costs and the total share of operating loss in joint ventures. In the current year, the 
Group has separately analysed Goodwill and Digital Licences, which comprises goodwill amortisation and digital 
licences only. Accordingly, £178,000 of the Share of operating loss in joint ventures in the year ended 31 March 
2004 previously categorised as Development Items has been restated to the results before goodwill and digital 
licences.
Turnover  
Turnover excludes intra-group sales, Value Added Tax and trade discounts and comprises:
–  sale of programmes and content. The value of goods and services supplied is recognised in accordance with 
contract terms, which is generally on delivery. Production costs are recognised on the same date as the relevant 
turnover.
–  sale of advertising time. The amount invoiced to customers is recognised on the date the relevant advertisement 
is aired.
Fixed assets 
The cost of ﬁxed assets is their purchase cost, together with any incidental expenses of acquisition.
Depreciation is calculated so as to write off the cost of tangible ﬁxed assets, less their estimated residual values, 
on a straight-line basis over the expected useful economic lives of the assets concerned. The residual value is 
 
 
estimated taking into account obsolescence, technological development and expected proceeds on disposal.  
The principal annual rates used for this purpose are:
 
 %
Technical equipment 50 
Motor vehicles 25 
Computer equipment 33 
Ofﬁce equipment 20
 
The short leasehold refurbishment costs are amortised over the period of the extended lease. 
  
The short leasehold building was fully amortised over the period of the original lease.
The group selects its depreciation rates carefully and reviews them regularly to take into account any changes 
in circumstances. When setting useful economic lives, the principal factors the group takes into account are the 
expected rate of technological developments, expected market requirements for the equipment and the intensity at 
which the assets are expected to be used. The carrying value of the tangible ﬁxed assets is assessed annually and 
any impairment in value is charged to the proﬁt and loss.
Intangible assets 
Intangible assets are included at cost less provision for impairment, if applicable. The provision for impairment is 
assessed by reference to an estimate of the present value of future cashﬂows projected to arise from the relevant 
intangible assets.
Amortisation is calculated to write off the cost of intangible assets on a straight-line basis over its expected useful 
economic life. The useful economic life is estimated by reference to the period over which each asset is estimated 
to be capable of earning revenue. The carrying value of intangible assets is assessed annually and any impairment 
in value is charged to the proﬁt and loss account. The expected useful economic life is the term of the licence in 
question.
Goodwill 
Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair 
values of the identiﬁable net assets acquired. Goodwill arising on consolidation has been capitalised and is being 
written off over its expected useful economic life. The expected useful economic life varies between 7-10 years. 
The amortisation expense in respect of goodwill relating to joint ventures is included as part of the Group’s share of 
operating loss of the joint venture. The carrying value of the goodwill is assessed annually and any impairment in 
value is charged to the proﬁt and loss account.
1
3 29
ANNUAL REPORT AND ACCOUNTS 2005
Purchased goodwill in relation to the Classic Gold analogue service is included at cost and is amortised over the 
life of the underlying analogue radio licences, ranging from 5 months to 33 months. Purchased goodwill in relation 
to the Classic Gold digital service has been fully impaired in line with expected future cash ﬂows from digital radio 
in the short term. The carrying value of the goodwill is assessed annually and any impairment in value is charged to 
the proﬁt and loss account.
The decision to amortise goodwill arising from the acquisition of Smooth Operations (Productions) Limited over 7 
years reﬂects UBC Media Group’s view of the strength of Smooth Operations (Productions) Limited’s position in the 
specialist music areas of Country & Western music and Folk music; the likelihood that Country & Western and Folk 
music will continue to form a part of the BBC’s specialist music output; and UBC Media Group’s conﬁdence that the 
BBC will increase the percentage of its output which it commissions from the independent production sector.
Work in progress 
Programmes in production are stated at the lower of cost and net realisable value and included in work in progress. 
Programme material is written off fully on ﬁrst transmission or sale. Expenditure relating to programmes that have 
been commissioned for production is carried forward at cost.
Deferred taxation  
Deferred taxation arises as a liability or asset if transactions have occurred at the balance sheet date that give rise 
to an obligation to pay more taxation in future, or a right to pay less taxation in future. The deferred tax liability 
that is the result of timing differences that are not permanent is recognised in full. Deferred tax assets are only 
recognised to the extent that, on the basis of all available evidence, they are recoverable. Deferred tax assets and 
liabilities recognised have not been discounted.
Pension scheme 
The Group operates a money purchase pension scheme. The contributions are accounted for as they fall due.
Finance and operating leases 
Costs in respect of operating leases are charged on a straight-line basis over the lease term. Where tangible ﬁxed 
assets are ﬁnanced by leasing agreements, which transfer to the group substantially all the beneﬁts and risks of 
ownership, the assets are treated as if they had been purchased outright and are included in tangible ﬁxed assets. 
The capital element of the leasing commitments is shown as obligations under ﬁnance leases. The lease rentals 
are treated as consisting of capital and interest elements. The capital element is applied to reduce the outstanding 
obligations and the interest element is charged against proﬁt in proportion to the reducing capital element 
outstanding. Assets held under ﬁnance leases are depreciated over the shorter of the lease terms and the useful 
lives of equivalent owned assets.
Costs of share options schemes 
As a result of the grant of share options under an unapproved share option scheme since 6 April 1999, the 
group will be obliged to pay National Insurance contributions on the difference between the market value of the 
underlying shares and their exercise price when the options are exercised. The liability is estimated using the 
market value of the Company’s shares at each balance sheet date. The movement in the provision is charged to the 
proﬁt and loss account as a staff cost. 
The group is also obliged to pay National Insurance contributions on the difference between the market value 
at the date of the grant (or the market value at each balance sheet date, if lower) and the option price for share 
options issued under the Enterprise Management Incentive Scheme.
Costs incurred on issue of shares 
The share premium account has been debited with £114,000 (2004: £21,000) being the costs associated with the 
raising of new equity funds. These include fees from professional advisors.
Financial instruments 
The group does not use or trade in derivative ﬁnancial instruments.
Capital instruments that contain an obligation to transfer economic beneﬁt, such as debt issues, are classiﬁed as 
liabilities and are recorded at their net proceeds. The ﬁnance costs in respect of such liabilities recognised in the 
proﬁt and loss account are allocated to periods over the term of the instrument at a constant rate on the carrying 
amount. Financial assets are recorded at cost and the return on such assets is accrued in the period to which it 
relates.
2. MERGER ACCOUNTING  
 
UBC Media Group plc merged with The Unique Broadcasting Company Limited on 22 June 2000 and has 
accounted for the combination using merger accounting principles as a result of the group reconstruction. The 
issue of 100,635,000 equity shares with a nominal value of 1p each satisﬁed the consideration. The fair value 
of the consideration was £6,038,000 at 22 June 2000. No signiﬁcant adjustments were deemed necessary to 
the assets and liabilities of The Unique Broadcasting Company Limited which have been recorded at their book 
values immediately prior to their merger and no adjustments were required to be made to the net assets of UBC 
Media Group plc. The book value of net assets of UBC Media Group plc and The Unique Broadcasting Company 
Limited at the date of the combination were £2 and £308,000 respectively. The other reserve of £801,350 arises on 
consolidation due to the difference between the nominal value of the shares issued by the Company of £1,006,350 
and the nominal value of The Unique Broadcasting Company Limited’s shares and share premium acquired of 
£205,000. The Unique Broadcasting Company Limited’s ﬁnancial year began on 1 April 2000. 30
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
3. TURNOVER  2005  2004 
 £’000 £’000
Geographical analysis by destination 
United Kingdom  15,876 13,141 
Europe  36  48 
Rest of the World  48 101
   15,960   13,290
Joint ventures     
United Kingdom 10  42
  15,970 13,332
 
The Directors consider that the Group’s business consists of one business segment. All the activities are carried out in 
the United Kingdom from continuing operations.
 
 
4. COST OF SALES AND ADMINISTRATIVE EXPENSES 
 
The cost of sales for the year is £11,475,000 (2004: £9,738,000). Administrative expenses before goodwill and digital licences 
are £3,410,000 (2004: £3,147,000) and after goodwill and digital licences are £5,578,000 (2004: £4,568,000). 
 
 
5. OPERATING LOSS 2005  2004 
 £’000 £’000
Operating loss is stated after charging/(crediting): 
Staff costs (Note 8)  3,297  3,063 
Amortisation of intangible assets  20  25 
Amortisation of goodwill  647  316 
(Proﬁt) on disposal of ﬁxed assets  –  (4) 
Depreciation of tangible ﬁxed assets     
– held under ﬁnance leases  –  4 
– owned assets  129  151 
Auditors’ remuneration – audit fees parent company   6  6 
Auditors’ remuneration – audit fees subsidiaries  82  56 
Auditors’ remuneration – non audit fees  72  31 
National Insurance expense on future exercise of share options  (6)  10 
Operating lease charges     
– plant and machinery  2  3 
– other  1,392  1,019
  31
ANNUAL REPORT AND ACCOUNTS 2005
6. GOODWILL AND DIGITAL LICENCES 
 
Goodwill and digital licences comprise the following:
Continuing operations 
–  Digital Licences of £1,107,000 (2004: £1,080,000) for CGDL and MXR.
–  Amortisation of £185,000 (2004: £310,000) of goodwill relating to analogue licences in Classic Gold Digital Limited (“CGDL”) over the remaining  
economic life of the eighteen licences.
–  Amortisation of £20,000 (2004: £25,000) relating to other intangible assets acquired by CGDL and UBC.
–  Amortisation of £57,000 (2004: £6,000) of goodwill arising on consolidation.
Acquisitions 
– Digital Licences of £394,000 (2004: £nil) for Oneword Radio Limited.
– Amortisation of £355,000 of goodwill relating to the purchase of Smooth Operations (Productions) Limited.
– Amortisation of £50,000 of goodwill on consolidation resulting from the group obtaining control over Oneword Radio Limited.
Share of operating loss in joint ventures 
–  Oneword Radio Limited: The Group’s share of digital licences in Oneword Radio Limited while it was a joint venture interest amounted to £60,000 (2004: £436,000).
– Amortisation of goodwill on consolidation of joint ventures amounted to £37,000 (2004: £nil).
7. INTEREST PAYABLE AND SIMILAR CHARGES  2005  2004 
 £’000 £’000
Interest on ﬁnance leases – 2 
Interest on bank overdraft 3 1
  3 3
8. EMPLOYEE INFORMATION  
 
The average weekly number of persons employed by the group during the year, including executive directors, was 86 (2004: 73).
Staff numbers 2005  2004
Management and administration  16  15 
Production, editorial and sales  70  58
   86  73
 
 £’000 £’000
Wages and salaries 2,920  2,680 
Social security costs  327   319 
Pension costs  50   64
  3,297   3,063 32
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
9. DIRECTORS’ EMOLUMENTS  2005  2004 
 £’000 £’000
Aggregate emoluments (excluding pensions)  661  697 
Gains made on exercise of share options  –  1,271 
Company contributions to money purchase pension scheme  13  15
Retirement beneﬁts are accruing to 5 directors (year ended 2004: 6) under a money purchase pension scheme  
 
Emoluments payable to the highest paid director are as follows: 
Aggregate emoluments  163 158 
Company contributions to money purchase pension scheme  4 4
No share options were exercised by the highest paid director during the year
 
10. TAXATION 2005  2004 
 £’000 £’000
United Kingdom Corporation tax at 30% (2004: 30%) 
Current       – group companies  – 22 
                   – share of joint ventures  –   – 
Prior years  – group companies  (4)  – 
                   – share of joint ventures  – –
Tax (credit)/charge  (4) 22
The tax for the year is different from the standard rate of corporation tax in the UK (30%). The differences are explained below:
 
 2005  2004 
 £’000 £’000
Loss on ordinary activities before tax  (1,155)   (1,510)
Tax on above (loss) at standard UK Corporation tax rate of 30% (2004:30%) (347)   (453) 
Effects of:    
Adjustments to tax in respect of prior years (4) – 
Deferred tax asset not provided in respect of losses and capital allowances 224  370 
Expenses not deducted for tax purposes 121  101 
Difference in tax rate 2 4
 (4)  22 33
ANNUAL REPORT AND ACCOUNTS 2005
11. (LOSS) PER SHARE  
 
Basic loss per share is calculated by dividing the loss attributable to shareholders by the weighted average number of ordinary shares in issue during the year. 
For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive ordinary shares. 
In 2005 and 2004, the options or warrants outstanding were anti-dilutive. Reconciliation of the loss and weighted average number of shares used in the 
calculation are set out below. 
   Weighted average Per share  Weighted average Per share 
  Earnings number of shares amount  Earnings number of shares amount 
   £’000 million  pence  £’000 million  pence
Basic EPS        
Loss attributable to shareholders    (1,020)  167  (0.61)  (1,474)  155  (0.95)
 
 
12. GOODWILL AND INTANGIBLE ASSETS  
 
 Purchased Purchased Goodwill arising  
 intangible assets goodwill on consolidation Total 
Group £’000 £’000 £’000 £’000
Cost 
At 1 April 2004 995 4,486 150 5,631 
Additions (note 24) –  3,720  674  4,394 
At 31 March 2005 995  8,206  824  10,025 
Amortisation 
At 1 April 2004 904  4,301  94  5,299  
Charge for year 20  540  107  667 
At 31 March 2005 924  4,841  201  5,966 
Net book value     
At 31 March 2005 71  3,365  623  4,059 
At 31 March 2004 91  185  56  332 
 
2005 2004 34
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
13. TANGIBLE ASSETS     Short leasehold  Short leasehold Computer Ofﬁce Technical Motor 
 refurbishment   building equipment equipment equipment vehicles Total 
Group  £’000  £’000 £’000  £’000  £’000  £’000  £’000
Cost        
At 1 April 2004 63 25 896 643 130 32 1,789 
Additions – – 45 17 15 – 77 
Acquisitions – – 22 – 3 – 25
At 31 March 2005 63 25 963 660 148 32 1,891
 
Depreciation               
At 1 April 2004  59  25  773  576  122  24  1,579 
Charge for year  4  –  79  29  9  8  129
At 31 March 2005  63  25  852  605  131  32  1,708 
 
Net book value               
At 31 March 2005  –  –  111  55  17  –  183
At 31 March 2004  4  –  123  67  8  8  210
 
14. FIXED ASSET INVESTMENTS
Group and Company ﬁxed asset investments 
 2005  2004 
Group £’000 £’000
At 1 April – – 
Additions in year 266 –
At 31 March 266 –
Company £’000 £’000
At 1 April 1,142 1,142 
Additions in year 960 –
At 31 March 2,102 1,142
UBC Media Group plc has made an investment in Popworld Limited of £266,000 and increased its shareholding in Oneword Radio Limited to 100% by an  
additional investment of £694,000. Although UBC Media Group has 25% voting rights of Popworld Limited, equity accounting has not been used, since the  
board does not believe it exerts signiﬁcant inﬂuence. 35
ANNUAL REPORT AND ACCOUNTS 2005
14. FIXED ASSET INVESTMENTS CONTINUED
Group 
 2005  2004 
Interests in joint ventures £’000 £’000
At 1 April 
– Net liabilities (2,334) (1,720) 
– Goodwill  – – 
Additions 
– Net liabilities (5) – 
– Goodwill  37 – 
Disposals 
– Net liabilities 1,956 – 
– Goodwill (transferred on consolidation) – – 
Share of losses retained (128) (614) 
Amortisation charge for the year  
– Amortisation (37) – 
– Impairment – –
 At 31 March  
– Net liabilities (511) (2,334)
On 30 June 2004 the group increased its shareholding in Oneword Radio Limited to 100% for consideration of £694,000. From this date Oneword Radio Limited  
has been accounted for as a subsidary. See note 24. 36
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
14. FIXED ASSET INVESTMENTS CONTINUED
The gross liabilities of the joint ventures exceed 25% of the gross liabilities of the Group. Under the terms of FRS 9 the following additional disclosure is required:
 
 2005  2004 
Group’s share of £’000 £’000
Turnover   10  42
(Loss) before taxation (128)  (614) 
Taxation –  – 
(Loss) after taxation (128)  (614)
Fixed assets –  2 
Current assets  50  94 
Liabilities due within one year (103)  (91) 
Liabilities due after more than one year (458)  (2,339)
Net liabilities (511)  (2,334)
Group’s share of operating results (128)  (614)
A list of the principal subsidiaries, joint ventures and associates is contained in note 34.
15. WORK IN PROGRESS
 2005  2004 2005  2004 
 £’000 £’000 £’000 £’000
Work in progress  36  34  –  –
Group Company 37
ANNUAL REPORT AND ACCOUNTS 2005
16. DEBTORS 
Due after more than one year
Group 
Debtors due after more than one year for the Group of £458,000 (2004: £2,300,000) consist of a loan to The Digizone Limited of £458,000 (2004: £458,000) 
and of a loan of £nil to the joint venture Oneword Radio Limited (2004: £1,842,000)
The loan is interest free and repayable at the discretion of the Board of The Digizone Limited.
Company 
Debtors due after more than one year for the Company consist of two unconvertible loan notes owed by a group undertaking. The ﬁrst, for £2,042,000 
(2004: £2,042,000) is repayable on 30 October 2010. The loan has been stated at a fair value of £550,000 (2004: £550,000), following a write-down in 
the year ended 31 March 2002. Repayment of the loan can be made quarterly in complete multiples of £50,000 from 30 October 2002 onwards. The loan 
attracts interest on a straight-line basis at 4% per annum. The second loan note for £1,349,000 (2004: £1,349,000) is to be repaid or redeemed at par on 
1 October 2011. The loan has been stated at a fair value of £647,000 (2004: £647,000) following a write-down in the year ended 31 March 2002. The loan 
may be repayable earlier. The loan is interest free, unless the note is not repaid on or before 1 October 2011.
Debtors due after more than one year includes £494,000 payable from Smooth Operations (Productions) Limited representing the issue of new ordinary 
shares of UBC Media Group plc which become payable as part of the deferred consideration. See note 24.
Debtors due after more than one year for the Company also include a loan to The Digizone Limited of £458,000 (2004: £458,000). This loan is interest free 
and repayable at the discretion of the Board of The Digizone Limited. This loan has been written down in line with expected future cash ﬂows from digital 
radio in the short term, which is consistent with other digital investments made by the Group. 
Due within one year
 2005  2004 2005  2004 
 £’000 £’000 £’000 £’000
Trade debtors  2,476  1,527  –  – 
Amounts owed by group undertakings  –  –  9,220  4,840 
Amounts owed by joint ventures  30  –  –  – 
Other debtors  32  43  –  2 
Corporation tax  8  –  –  – 
Prepayments and accrued income  736  284  –  15
   3,282  1,854  9,220  4,857
 
Amounts owed by joint ventures are interest free and repayable on demand.
Group Company 38
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
17. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
 2005  2004 2005  2004 
Group’s share of £’000 £’000 £’000 £’000
Trade creditors  1,703  1,220  –  – 
Corporation tax  1  19  –  – 
Other taxes and social security  356  374  –  – 
Other creditors  30  352  –  – 
Accruals and deferred income  2,046  952  8  27
   4,136  2,917  8  27
 
Included in accruals and deferred income of £2,046,000 is £399,000 of deferred consideration pertaining to the acquisition of Smooth Operations 
(Productions) Limited wherein a total deferred consideration of £1.9 million is payable over 2 years in cash and shares. £399,000 represents the cash 
consideration payable within the next 12 months. See note 24. 
 
18. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
 2005  2004 2005  2004 
 £’000 £’000 £’000 £’000
Loan notes 337 337 – – 
Deferred consideration 741 – – –
 1,078 337 – –
Included in creditors amounts falling due after more than one year of £1,078,000 is £741,000 of deferred consideration pertaining to the acquisition of 
Smooth Operations (Productions) Limited wherein a total deferred consideration of £1.9 million is payable over 2 years in cash and shares. £741,000 
represents the cash consideration payable in more than 12 months. See note 24. Full details on the loan notes are provided in note 31. The maturity proﬁle 
of the Group’s ﬁnancial liabilities at 31 March 2005 is detailed in note 31.
 
19. PROVISIONS FOR LIABILITIES AND CHARGES
Investments in joint ventures 
Provisions include share of net liabilities in joint ventures. These are detailed in note 14.
Deferred taxation 
A deferred tax asset for losses available for carry forward against future UK taxable proﬁts of £2,369,000 (2004: £1,898,000) and on capital allowances of 
£113,000 (2004: £92,000) has not been recognised in respect of the trading losses in the Group on the basis that deferred tax assets are only recognised to 
the extent that the transfer of economic beneﬁts in future is more likely than not.
Similarly, for the Company, a deferred tax asset for losses available for carry forward against future UK taxable proﬁts of £142,000 (2004: £137,000) has not 
been recognised in respect of trading losses on the basis that deferred tax assets are only recognised to the extent that the transfer of economic beneﬁts 
in future is more likely than not.
Group Company
Group Company 39
ANNUAL REPORT AND ACCOUNTS 2005
20. CALLED UP SHARE CAPITAL
 2005  2004 
Group and Company £’000 £’000
Authorised:     
200,000,000 ordinary shares of 1p each  2,000  2,000
Allotted, called up and fully paid:     
170,652,584 ordinary shares of 1p each (2004: 157,937,228)  1,707  1,579
Issued share capital  
During the year ended 31 March 2005, 12,715,356 new shares were issued.
As a result of the placing and open offer on 10 August 2004, 7,826,087 shares were issued for a consideration of £1.8 million.
On 10 August 2004 the Group acquired the business of Smooth Operations. The acquisition consideration was satisﬁed in part by the issue of 2,453,987 
new ordinary shares of UBC Media Group plc of 1p each at a consideration price of 24.45p per share. 
On 30 June 2004 the Group increased its shareholding in Oneword Radio Limited to 100%. The consideration was satisﬁed by the issue of 2,435,282 new 
ordinary shares of UBC Media Group plc of 1p each at a consideration price of 28.5p per share.
No employees exercised their share options.
 
Potential issue of ordinary shares 
Certain members of staff and the Employee Beneﬁt Trust hold options to subscribe for shares in the Company at prices ranging from 1p to 48.5p per share 
under the unapproved share option scheme approved on 6 June 2000 and the Enterprise Management Incentive Scheme approved on 20 October 2000 
and the Employee Beneﬁt Trust approved on 12 December 2000. No options were exercised in the year. 150,000 shares lapsed in the year. The number of 
shares subject to options, the years in which they were granted and the periods in which they may be exercised are given below:
 
 Exercise price Exercise 31 March 2005 31 March 2004 
Year of the grant (year ended) (pence) period number number
31 March 1998 1.03 –   1.33 1997–2005 300,000 300,000 
31 March 1999 1.06 –   2.46 1998–2006 2,346,875 2,346,875 
31 March 2000 3.13 –   6.40 2001–2007 2,944,755 2,944,755 
31 March 2001 6.40 – 48.50 2002–2010 6,000,000 6,000,000 
31 March 2002 15.50 – 31.00 2003–2011 1,520,160 1,670,160 
31 March 2003 24.50 – 27.50 2004–2012 1,299,604 1,299,604 
31 March 2004 33.00 – 36.00 2005–2013 400,000 400,000
   14,811,394 14,961,394 40
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
21. SHARE PREMIUM ACCOUNT AND RESERVES 
 Group and Company Group and Company Group and Company Group Group Company 
  Shares to be issued  Share premium account  Merger reserve  Other reserves   Proﬁt & loss   Proﬁt & loss 
  £’000  £’000  £’000  £’000  £’000  £’000
At 1 April 2004 – 12,850 – (801) (9,918) (3,205) 
Shares to be issued 760 – – – – – 
Premium on issue of shares – 2,184 670 – – – 
Retained (loss) for the year  – – – – (1,020) (30)
At 31 March 2005 760 15,034 670 (801) (10,938) (3,235)
Included with the share premium are professional fees of £114,000 associated with the Placing and Open Offer. These costs were deducted from the share premium. 
£760,000 of shares to be issued refers to the ordinary shares of UBC Media Group plc which may be issued in connection with the deferred consideration payable 
dependant upon the amount of proﬁt before taxation of Smooth Operations (Productions) Limited over the two years to 30 June 2006. See note 24.
 
22. RECONCILIATION OF OPERATING (LOSS) TO NET CASH FLOW FROM OPERATING ACTIVITIES 2005  2004 
  £’000 £’000
Operating (loss)  (1,093)  (1,016) 
(Proﬁt) on sale of ﬁxed assets  –  (4) 
Amortisation of intangible assets  20  25 
Amortisation of goodwill  647  316 
Depreciation of tangible ﬁxed assets  129  155 
(Increase) / decrease in work in progress  (2)  18 
(Increase) / decrease in debtors  (1,323)  254 
Increase in creditors  760  343
 Net cash (outﬂow)/inﬂow from operating activities  (862)  91
 
23. RECONCILIATION OF MOVEMENT IN NET FUNDS/(DEBT)  2005  2004 
  £’000 £’000
Increase/(decrease) in cash in year  174  (27) 
Movement in ﬁnance leases  –  47 
Movement in long term debt   (741) – 
Opening net funds/(debt)  3,987  2,967
  3,420  2,987 
Liquid resources  (1,000)  1,000
Net funds at 31 March  2,420  3,987
Liquid resources comprise short-terms deposits with Coutts Bank which mature within 6 months of the date of inception. 41
ANNUAL REPORT AND ACCOUNTS 2005
23. RECONCILIATION OF MOVEMENT IN NET FUNDS/(DEBT) CONTINUED
 As at  Other non–cash As at 
 1 April 2004 Cash ﬂow changes 31 March 2005 
 Analysis of net funds/(net debt) £’000 £’000 £’000 £’000
Cash in hand and at bank  3,324  174  –  3,498 
Debt due after one year  (337)  –  (741)  (1,078)
  2,987  174  (741)  2,420
24. ACQUISITIONS
Smooth Operations (Productions) Limited was incorporated on 30 March 2004 and acquired the business of Smooth Operations on 10 August 2004 for a total consideration of £3.779 million 
(including professional costs associated with this acquisition amounting to £79,000). The initial consideration has been satisﬁed by a cash payment of £1.2 million and the issue of 2,453,987 
new ordinary shares of UBC Media Group plc of 1p each at a consideration price of 24.45p per share. A further maximum deferred consideration of £1.9 million payable in a combination of cash 
and issue of new ordinary shares of UBC Media Group plc is payable based upon the proﬁtability of Smooth Operations (Productions) Limited in the period from 30 July 2004 to 29 July 2006, 
with the ﬁrst part of any deferred consideration payable in October 2005. The minimum deferred consideration is £nil.
This purchase has been accounted for as an acquisition. From the date of the acquisition to 31 March 2005, the acquisition contributed £1.14 million to turnover and £112,000 proﬁt after tax. 
Smooth Operations (Productions) Limited contributed £553,000 to the Group’s net operating cash ﬂows.
  Book value  Revaluations  Fair Value 
Smooth Operations (Productions) Limited £’000 £’000 £’000
Tangible ﬁxed assets  59 (38) 21 
Debtors  44 –    44 
Creditors  (6) –    (6)
Net assets acquired  97  (38)  59
Goodwill        3,720
Consideration        3,779
Consideration satisﬁed by:          
Shares issued (net of issue costs of £30,000)        600 
Cash        1,279 
Deferred share issue        760 
Deferred cash        1,140
          3,779
UBC Media Group plc increased its shareholding in Oneword Radio Limited to 100% on 30 June 2004 when it acquired the 50% shareholding of USI Holdings Limited for £694,000.  
The consideration was satisﬁed by the issue of 2,435,282 new ordinary shares of UBC Media Group plc of 1p each at a consideration price of 28.5p per share.
This purchase has been accounted for as an acquisition. In its last ﬁnancial year to 31 December 2003, Oneword Radio Limited made a loss after tax of £1,146,000. For the period since that 
date to the date of acquisition, Oneword Radio Limited made a loss after tax of £468,000. From the date of the acquisition to 31 March 2005, the acquisition contributed £52,000 to turnover and 
£589,000 loss after interest and tax.  42
UBC MEDIA GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
26. OPERATING LEASE COMMITMENTS 
At 31 March 2005 the Group has lease agreements in respect of licence fees, properties, vehicles, plant and equipment, for which the payments extend over a number of years:
Annual commitment under non-cancellable operating leases expiring:
   Land and buildings Other Total  Land and buildings Other Total 
   £’000 £’000  £’000  £’000  £’000  £’000
Within 1 year   –  39  39  –  – – 
Within 2 to 5 years   61  70  131  57  3  60 
After 5 years   –  1,224  1,224 –  857  857
     61  1,333  1,394  57  860  917
As at 31 March 2005 As at 31 March 2004
  Book value  Revaluations  Fair Value 
Oneword Radio Limited £’000 £’000 £’000
Tangible ﬁxed assets  4 – 4 
Debtors  94   –  94 
Creditors  (4,011)  3,935  (76) 
Cash   (1)  –  (1)
Net assets acquired  (3,914)  3,935  21
Goodwill        674
Consideration        695
Consideration satisﬁed by:          
Initial investment        1 
Share issue       694
        695  
 
The £3,935,000 revaluation represents loans that have been fully written down by directors following a fair value exercise.  
25. RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS’ FUNDS 2005  2004 
 £’000 £’000
Opening Equity Shareholders’ Funds  3,710 3,445 
Issue of new shares  128  108 
Shares to be issued  760  – 
Share premium  2,184         1,631 
Merger reserve  670  – 
(Loss) for the ﬁnancial year  (1,020)  (1,474)
Closing Equity Shareholders’ Funds  6,432  3,710
  43
ANNUAL REPORT AND ACCOUNTS 2005
31. FINANCIAL INSTRUMENTS 
 
The Group’s ﬁnancial instruments comprise borrowings, cash and liquid resources and various items, including 
trade debtors and trade creditors that arise directly from the operations. The main purpose of these ﬁnancial 
instruments is to raise ﬁnance for the Group’s operations.
Objectives, policies and strategies 
It is, and has been throughout the year under review, the group’s policy not to use or trade in derivative ﬁnancial 
instruments.
The Group’s ﬁnancial instruments comprise its borrowings, consisting of its loan and convertible loan notes, bank 
overdrafts and ﬁnance lease liabilities, cash and short-term deposits, loans to its joint ventures and various items 
such as trade debtors and trade creditors that arise directly from its operations. The main purpose of the ﬁnancial 
liabilities is to provide ﬁnance for the Group’s operations in the year between raising equity funding. The main 
purpose of the ﬁnancial assets is to provide some ﬁnance to its joint ventures or as a store of liquid resources.
The Group has no exposure to foreign currency risk; thus the main risks arising from the Group’s ﬁnancial 
instruments are interest rate risk and liquidity risk. The Board reviews and agrees policies for managing these risks 
and they are summarised below. These policies have remained unchanged throughout the year under review. 
Interest rate risk 
The Group primarily ﬁnances its operations through raising of equity ﬁnance from its shareholders and thus is not 
generally exposed to interest rate risk on ﬁnancial liabilities. However, some ﬁnancing of ﬁxed assets has been 
achieved using ﬂoating rate ﬁnance leases and in the past a small amount of temporary funding has been taken 
through a bank overdraft. For the remaining loan note of £337,000 with market interest rates at their current low 
level, the group has not sought to protect itself from the adverse cash ﬂow effects should market interest rates 
rise.
In respect of its loans to its joint ventures these are in the nature of quasi-equity and do not bear interest. 
Consequently, the Group bears the loss of a return on these investments
The Group’s policy is to ensure that to the best of its ability it maximises the interest income on its surplus cash. 
This involves placing cash in a mix of ﬁxed rate and ﬂoating rate short-term deposits. There is no prescribed ratio  
of ﬁxed to ﬂoating rate.
Liquidity risk           
The Group’s policy throughout the year under review has been to ensure the continuity of funding. Of the 
convertible loan debt ﬁnancing of £1,686,000 secured in October 2001, £1,349,000 was repaid in May 2002 out of 
the proceeds of the equity ﬁnancing completed in April 2002. The remaining debt ﬁnancing of £337,000 is interest-
free if repaid before 1 October 2011.
Short-term debtors and creditors 
Short-term debtors and creditors have been excluded from the disclosures.
27. CONTINGENT LIABILITIES 
 
Legal Claim 
The directors have sought legal advice in connection with legal claims being brought against The Unique 
Broadcasting Company Limited (“Unique”) by one of their customers for services provided by Unique. In November 
1999, Radio Dimensione Sound (“RDS”) commenced proceedings against Unique and against Elemedia SpA in the 
court of Milan for £800,000. Unique has denied the claims. A hearing was held on 6 February 2002, which decided 
against the Italian courts having jurisdiction to try the case under all counts with the exception of pre-contractual 
liabilities. Having considered legal advice, the directors are conﬁdent of successfully defending this claim, however 
they have now indicated their willingness to settle for Euro 15,000 (circa £10,000) to overcome the aggravation 
factor associated with legal action. RDS has indicated their willingness to settle and have indicated that the 
current offer of Euro 15,000 is satisfactory. Therefore the directors have provided for Euro 15,000 in the proﬁt  
& loss account in the year ended 31 March 2005. The directors have been advised that the Italian courts 
have delayed their judgment on the ﬁnal outstanding claim of pre-contracted liability pending the settlement 
of the dispute.
28. PENSION COMMITMENTS  
 
The assets of the money purchase pension schemes are held in separate trustee-administered funds. The Group 
made contributions of £50,000 (2004: £64,000) into the money purchase scheme.
29. DIVIDENDS AND APPROPRIATIONS  
 
No dividends have been proposed for the year ended 31 March 2005 (2004: £nil).
30. RELATED PARTY TRANSACTIONS  
 
FRS8 “Related Party Transactions” requires the disclosure of the details of transactions between the reporting 
entity and related parties. The Group has taken advantage of the exemption under FRS8 not to disclose 
transactions between group companies.
Transactions with directors 
During the year there were no transactions with directors.
Transactions with joint ventures 
During the year the Group charged Oneword Radio Limited £17,000 (2004: £136,000) and The Digizone Limited 
£32,000 (2004: £41,000) for the provision of management, technical and administration services and studio 
facilities.
For the period 1 April 2004 to 30 June 2004 the Group loaned £90,000 to Oneword Radio Limited.
Details of balances held with Group companies at the year-end are disclosed in notes 16 and 17. NOTES TO THE FINANCIAL STATEMENTS CONTINUED 
FOR THE YEAR ENDED 31 MARCH 2005
44
UBC MEDIA GROUP PLC
31. FINANCIAL INSTRUMENTS CONTINUED
Interest risk proﬁle
Financial assets 
The interest rate proﬁle of the Group’s ﬁnancial assets at 31 March 2005 was:  2005  2004 
 £’000 £’000
Cash and short term deposits  – ﬂoating rate  3,498  3,324 
Short term deposits  – ﬂoating rate  –  1,000 
Loans to joint ventures     
  – book value  458  2,300
   3,956  6,624
All of the above are in sterling.
At 31 March 2005, £3,498,000 was placed on overnight deposit at an average of 4.18% per annum. Floating rate cash earns interest based on the  
relevant LIBID equivalents or government bond rates. The loans to joint ventures are interest free and repayable at the discretion of the Board of  
The Digizone Limited.
Financial liabilities 
The interest rate proﬁle of the Group’s ﬁnancial liabilities was: 2005  2004 
 £’000 £’000
Loans – ﬂoating rate  337  337
  337  337
The above are in sterling.
At 31 March 2005, the Loan – ﬂoating rate liability comprises one loan note. This was issued by Classic Gold Digital Limited to GWR plc for £337,000. 
The loan note is to be redeemed or repaid at par on or before 1 October 2011. If the loan is repaid on or before that date then no interest accrues on 
this loan. Otherwise interest accrues at 2% per annum above the Barclays Bank plc base rate. 
There are no undrawn facilities at the year ended 31 March 2005.
There are no material differences between the fair value and the book value of the Group’s ﬁnancial assets and liabilities as at 31 March 2005 and 
31 March 2004. 
 
Maturity of ﬁnancial liabilities 
The loan note of £337,000 issued by CGDL to GWR plc is to be redeemed or repaid at par on or before 1 October 2011.
32. FUTURE LIABILITIES 
On exercise of share options after 6 April 1999, the Company will be required to pay National Insurance on the difference between the exercise 
price and the market value of the shares issued. As described in note 20 the options issued by the Company since 6 April 1999 will vest at various 
dates. The Company will become unconditionally liable to pay the National Insurance upon exercise of the options. The amount of National Insurance 
payable will depend upon the number of employees who remain with the Company and exercise their options, the market value of the Company’s 
ordinary shares at the time of exercise and the prevailing National Insurance rate at that time. At 31 March 2005 an amount of £26,000 (2004: 
£32,000) was provided based on the year-end share price of 29.25 pence (2004: 32 pence).   45
ANNUAL REPORT AND ACCOUNTS 2005
34. PRINCIPAL SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES 
 Ordinary shares held 2005  Ordinary shares held 2004  
 % % Principal activity
Subsidiaries: immediate holding company 
   UBC Media Group plc       
The Unique Broadcasting Company Limited  100  100  Radio production and advertising sales 
Classic Gold Digital Limited  80  80  Radio broadcasting 
Gilmour Broadcasting Limited  75  75  Dormant 
UBC Digital Limited  100  100  Dormant 
Network Radio Sales Limited  100  100  Dormant 
UBC Media Group Trustees Limited  100  100  Dormant 
Unique Digital Limited  100  100  Dormant 
Oneword Radio Limited  50  –  Digital radio 
Smooth Operations (Productions) Limited  100  –  Radio production
Subsidiaries: immediate holding company       
   The Unique Broadcasting Company Limited       
Unique Facilities Limited  100  100  Dormant 
Gilmour Broadcasting Limited  25  25  Dormant 
Unique Interactive Limited  100  100  Dormant 
G–One Limited  50  50  Dormant 
Oneword Radio Limited  50  –  Digital radio
Joint venture of UBC Media Group plc       
The Digizone Limited   50  50  Digital data broadcasting 
Digital News Network Limited  28  22  Provision of news programmes to digital radio
Joint ventures of the Unique Broadcasting Company Limited       
Oneword Radio Limited  –  50  Digital radio
All subsidiaries are consolidated into the ﬁnancial information of the Group.
All joint ventures companies are registered in England and Wales as private companies limited by shares. The joint ventures have been included in the 
Group accounts for the year ended 31 March 2005 using the following accounting periods:
The Digizone Limited  Year ended 31 March 2005 
Digital News Network Limited  Year ended 31 March 2005
33. POST BALANCE SHEET EVENTS 
On the 6 April 2005 UBC Media Group plc sold a 51% interest in Oneword Radio Limited to Channel 4 Television Corporation for a cash consideration of £1 million. 46
UBC MEDIA GROUP PLC
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1.  A member entitled to attend and vote at the meeting may appoint one or 
more proxies to attend and (on a poll) vote instead of him. A proxy need not 
be a member of the Company.
2.  To be effective, a proxy card must be deposited at the registered ofﬁce of 
the Company not less than 48 hours before the time ﬁxed for the Meeting.  
A proxy card is enclosed.
3.  The Register of Directors’ Interests in shares of the Company and copies 
of the service agreements between the Company and its Directors will be 
available for inspection at the registered ofﬁce of the Company during usual 
business hours on any weekday (Saturdays and public holidays excluded) 
until the date of the Meeting and also on the date and at the place of 
the Meeting from ﬁfteen minutes prior to its commencement until the 
conclusion of the Meeting.
4.  The Company, pursuant to Regulation 41 of the Uncertiﬁed Securities 
Regulations 2001, speciﬁes that only shareholders registered in the register 
of members of the Company at 11:00 am on 27 July 2005 shall be entitled 
to attend or vote at the aforesaid annual general meeting in respect of 
the number of shares registered in their name at that time. Changes to 
entries in the register of members after 11:00 am on 27 July 2005 shall be 
disregarded in determining the rights of any person to attend or vote at the 
meeting.
NOTICE IS HEREBY GIVEN that the ﬁfth Annual General Meeting of the Company will be held at the ofﬁces of Wragge & Co LLP ,  
at 3 Waterhouse Square, 142 Holborn, London EC1N 2NH on 29 July 2005 at 11.00a.m. for the following purposes:
Ordinary Business:
1. To receive the report of the directors and the ﬁnancial statements of the Company for the year ended 31 March 2005.
2.  To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold ofﬁce until the conclusion of the next general meeting at which 
accounts are laid before the Company and that their remuneration be ﬁxed by the directors.
3.  To re-elect J. Hodson who was appointed during the year and retires in accordance with Article 86 of the Company’s Articles of Association 
and who, being eligible, offers himself for re-election as a director.
4.  To re-elect M.A. Honey who retires by rotation pursuant to Article 91 of the Company’s Articles of Association and who, being eligible, offers 
himself for re-election as a director.
5.  To re-elect J.P . Quinn who retires by rotation pursuant to Article 91 of the Company’s Articles of Association and who, being eligible, offers 
himself for re-election as a director.
6.  To re-elect R.S. Silverstone who retires by rotation pursuant to Article 91 of the Company’s Articles of Association and who, being eligible, 
offers himself for re-election as a director.
7. To approve the Directors’ Remuneration Report for the year ended 31 March 2005.
Special Business:
8.  To consider and, if thought ﬁt, to pass the following resolution as an Ordinary Resolution: 
 
THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 80 of the Companies Act 1985 to exercise 
all the powers of the Company to allot relevant securities (as deﬁned in that section) up to a maximum nominal amount of £255,979 provided that this 
authority shall expire ﬁfteen months from the date of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 
2006, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after 
such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
9.  To consider and, if thought ﬁt, to pass the following resolution as a Special Resolution: 
 
THAT, subject to and conditionally upon the passing of resolution No.8 above, the directors be and they are hereby empowered pursuant to section 95 of 
the Companies Act 1985 to allot equity securities (as deﬁned in section 94 (2) of that Act) for cash pursuant to the authority conferred by that resolution 
as if section 89 (1) of the said Act did not apply to such allotment, PROVIDED that the power hereby conferred shall be limited:
 i)  to the allotment of equity securities in connection with a rights issue in favour of shareholders where the equity securities respectively attributable 
to the interests of all shareholders are proportionate (as nearly as may be) to their holdings of such shares subject to such exclusions or entitlements, 
statutory restrictions or legal or practical problems under or resulting from the application of the laws of any territory or the requirements of any 
recognised regulatory body or stock exchange in any territory, and
 ii)    to the allotment (otherwise than pursuant to the sub-paragraph (i) above) of equity securities up to an aggregate nominal amount of £170,653 being 
10% of the issued share capital as shown by the latest published annual accounts of the Company; 
  and shall expire ﬁfteen months from the date of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2006, 
save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such 
expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
Dated 20 June 2005 
By Order of the Board, 
     
  
 
S.J. Howell, Company Secretary 
Registered Ofﬁce: 50 Lisson Street, London NW1 5DF 47
PROXY FORM 2005 - UBC MEDIA GROUP PLC
Notes 
1. A proxy need not be a member of the Company.
2.  In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be 
accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the 
order in which the names stand in the Register of Members in respect of the joint holding.
3.  In the case of a corporation this proxy must be given under its common seal or be signed on its behalf by an 
attorney or ofﬁcer duly authorised.
4.  To be effective, this form must be lodged at the address overleaf not later than 48 hours before the time of the 
Meeting, or any adjournment thereof, together, if appropriate, with the power of attorney or other authority 
under which it is signed or a notarially certiﬁed copy of such power or, where the form has been signed by an 
ofﬁcer on behalf of a corporation, a notarially certiﬁed copy of the authority under which it is signed.
5. Any alterations made on this form should be initialled.
6.  Please indicate with an X how you wish your votes cast. Unless otherwise instructed, the proxy will vote or 
abstain as the proxy thinks ﬁt. On any motion to amend any resolution, to propose a new resolution, to adjourn 
the Meeting, or any other motion put to the Meeting the proxy will act at his/her/their discretion.
7.  If it is desired to appoint as proxy any person other than the Chairman of the Meeting, his/her name and address 
should be inserted in the relevant place, reference to the Chairman deleted and the alteration initialled.
8.  The completion and return of this form will not prevent you from attending in person and voting at the Meeting 
should you subsequently decide to do so.
Tear along perforation
For use by Shareholders at the Annual General Meeting, to be held on 29 July 2005 
 
Please ﬁll in form using BLOCK CAPITALS.
I/We (name in full) 
of
being (a) holder(s) of ordinary Shares of 1p each of the Company, hereby appoint the duly appointed 
Chairman* of the Meeting or 
(insert name and address)
to act as my/our proxy at the Annual General Meeting of the Company to be held on 29 July 2005, and at any 
adjournment thereof. 
*see Note 7 below
Please mark X how you wish your votes to be cast (see Note 6)
RESOLUTIONS FOR AGAINST
Ordinary business
1. To receive the Directors’ Report and Accounts
2. To re-appoint auditors
3. To re-elect J. Hodson as a Director
4. To re-elect M.A. Honey as a Director
5. To re-elect J.P . Quinn as a Director
6. To re-elect R.S. Silverstone as a Director
7. To approve the Directors’ Renumeration Report
Special business
8. To give an allotment authority
9. To disapply pre-emption rights
 
Date 2005 
 
 
Signature 1   Fold along this line ﬁrst
2   Fold along this line second
3   Fold along this line third
4   Fold along this line fourth and tuck in at both ends Design Renton & Johnston  www.rentonandjohnston.com    Illustration Patrick Morgan   Print Push
01 Financial highlights
02 Chairman’s statement
03 Chief Executive’s statement
04 Commissioned programming
06 Syndicated programming
08 Radio stations
10 Radio services
12 Financial review
16 Board of directors
16 Directors and advisors
17 Report of the directors
19 Corporate governance statement
21 Statement of directors’ responsibilities
22 Remuneration report
23 Independent auditors’ report
24 Consolidated proﬁt and loss account
25 Consolidated balance sheet
26 Company balance sheet
27 Consolidated cash ﬂow statement
28 Notes to the ﬁnancial statements
46 Notice of AGM
*Before goodwill and digital licences
01
-519
04
13.29
03
10.32
02
9.19
01
6.18
05
15.96
-210
02
73
03
405
04
1,075
05
GROUP TURNOVER
£ millions
OPERATING PROFIT/(LOSS)*
£ thousands UBC MEDIA GROUP PLC 
 ANNUAL REPORT & ACCOUNTS 2005
UBC MEDIA GROUP PLC  ANNUAL REPORT AND ACCOUNTS 2005
UBC Media Group PLC 
50 Lisson Street
London NW1 5DF
T: 020 7453 1600
F: 020 7723 6132
www.ubcmedia.com