WHERE IDEAS NA VIGA TE
Annual Report & Accounts 2007
WIN plc 
1 Cliveden Office Village
Lancaster Road
Cressex Business Park
High Wycombe
Buckinghamshire
HP12 3YZ
T: +44 (0)1494 750 500
F: +44 (0)1494 750 800
WIN plc Annual Report & Accounts 2007 WIN is an innovator in interactive mobile 
entertainment and information with 
a ten year track record of developing 
an unrivalled variety of services for 
Europe’s leading content owners, mobile 
operators, corporate enterprises and 
media and entertainment corporations.
Highlights 01
Business Profile 02
Chairman’s Statement 06
Chief Executive’s Review 08
Financial Review 12
Board of Directors 16
Directors’ Report 18
Statement of Directors’ Responsibilities 22
Independent Auditors’ Report 23
Consolidated Income Statement 25
Consolidated Statement of   
Recognised Income and Expense  26
Company Statement of   
Recognised Income and Expense  26
Consolidated Balance Sheet 27
Company Balance Sheet  28
Consolidated Cash Flow Statement 29
Company Cash Flow Statement  30
Notes to the Accounts 31
Notice of Annual General Meeting 65
AGM Proxy Form 67
Investor Relations Contacts 69
70
OFFICES
335m
9
COUNTRIES
35
OPERATORS
MESSAGES Operating highlights
Acquisition of Quattrocomm AG,    »
Swiss based mobile content enabler 
Acquisition of Pop-i Media Ltd, a   »
leading digital marketing provider
Launch of a mobile Video-on-Demand  »
platform
Strong growth in Enterprise sector »
Exposure to new European mobile operators  »
including T-Mobile Germany, Vodafone 
Germany, Debitel and O2 Germany
Financial highlights
Turnover* was £39.2m (2006: £37.5m),   »
up 4.4%
Gross Profit* of £8.9m (2006: £8.6m),  »
up 3.7%
EBITDA** was £3.2m (2006: £3.1m), up 5.0%  »
Underlying profit before tax** was £2.7m  »
(2006: £2.7m), down 1.4%
Underlying EPS** of 19.3p (2006: 20.4p),  »
down 5.3%
Cash generative with cash balances of  »
£4.7m (2006: £3.8m), up 21.9%
Dividend of 2p per share »
ne W ser Vices
Signed contract to provide interactive rich- »
media services for AOL ’s chat and messaging 
services in the UK 
Launch of internal communications portal  »
for Vodafone
Provided messaging services on behalf  »
of M&C Saatchi for Orange BAFTA 
nominations
Launch of MT Billing in Greece »
pOst periOD highlights
Acquisition of Pocket Group Ltd, a leading  »
mobile entertainment company and 
mobile music specialist, providing content 
and marketing services to more than 50 
operators across the world.
Launch of ‘Phone Deco’ , a content  »
downloading portal for Malaysia’s largest 
mobile operator through Pocket Group’s 
extensive library
Group has become one of the key music  »
providers for Sony Ericsson
h ighlights
Transactional Processing Integrated Solutions Managed Services
* ongoing business
** before amortisation on acquired and other intangible assets of £489k (2006: £162k), goodwill 
impairment of £68k (2006: £nil), share-based payment charges of £90k (2006: £102k), discontinued 
business profit before tax of £20k (2006: £248k) and non-recurring items of £323k (2006: £100k)
DIVIDEND
2p
UNDERLyING PROFIT
£2.7m
CASH
£4.7m
REVENUE
£39m
1 WIN plc    Annual Report and Accounts 2007 WIN plc’s service offerings span traditional 
transactional services (text, picture messaging, 
email, voice and video), managed and fully 
outsourced services plus integrated solutions 
for enterprises. A central hub between mobile 
operators, corporate enterprises and content 
owners/distributors, the Group enables our 
partners to distribute multi-media material and 
interact with customers quickly and efficiently 
across mobile networks, devices and the 
worldwide web.
Pocket Group helped Orange 
introduce ‘Promotion of the 
Week’ on Orange World. 
Bespoke artist pages were 
created, hosting all available 
related content. A Fanzone 
was created with artist 
biographies, factfiles and 
news. The artist/content was 
promoted with banners on 
the portal the promotion 
was then spotlighted on the 
Orange website homepage 
and featured in music channel 
and entertainment pages.
WIN UK
Offices
High Wycombe (Head Office), Westbury
Headcount
69
Key Customers
Vodafone, T-Mobile, O2, AOL, BBC, The AA, GE Money, yell
WIN plc began life as a specialist provider of highly regulated 
financial information over private wireless data networks to 
institutions and individuals.
Over the years, WIN has transformed into the UK’s leading 
provider of interactive information, entertainment and paid for 
content over open mobile networks.
In 2006 WIN purchased mobile data services development 
specialist Cumulus Technology Ltd, now known as WIN 
Interactive based in Westbury, considerably enhancing the 
company’s capability in the development of advanced mobile 
multimedia and interactive services.
The UK offices are the focal point of the Group, supporting  
an expanding team of commercial, operational and 
development professionals.
Business profile
2 WIN plc    Annual Report and Accounts 2007 head Quarters – UK
Offices
s ervices
WIN SA
Offices
Athens
Headcount
10
Key Customers
Cosmote, WIND, Globul, CyTA, Alpha TV, 
Western Union
WIN SA represents the Group’s Eastern 
European presence, working closely with the 
major operators, enterprises and media across 
Greece, Bulgaria, Croatia, FyROM and Romania. 
The first acquisition made by the Group, WIN 
SA continues to provide valued expertise in 
mobile marketing and advertising whilst 
pushing into new territories.
QUATTROCOMM
Offices
Zug, Berlin, Budapest
Headcount
18
Key Customers
T-Mobile Germany, Vodafone Germany,  
Debitel, O2 Germany
A recent acquisition by the Group, 
Quattrocomm is a mobile content enabler 
focusing on managed rich-media content 
services for mobile network operators 
(MNOs) and content owners. For T-Mobile 
Germany, for example, Quattrocomm 
manages their video download storefront 
and video aggregation as well as designing 
and operating its ‘Street Gigs’ live music 
promotion WAP site.
Additionally, Quattrocomm works with 
leading rights holders to leverage their 
brands through mobile channels; including 
the distribution of FA Premier League alerts 
and video services through ten MNO portals 
across Northern Europe. 
POCKET GROUP
Offices
London, Kuala Lumpur
Headcount
31
Key Customers
Orange, Vodafone Global, Three,  
France Telecom, Ericsson Global, Maxis
The latest company to join WIN plc, Pocket 
Group Ltd is a leading mobile 
entertainment company and mobile 
music specialist, providing content and 
marketing services to more than 50 
operators across the world.
The move further strengthens WIN’s 
entertainment portfolio. Pocket Group 
specialises in mobile music and video, 
working with leading record labels such 
as XL and Skint Records to help them 
implement a mobile music proposition 
and maximise their revenues from 
mobile distribution. 
As a WIN company, Pocket Group 
will be a key driver in the company’s 
global growth strategy by developing 
and distributing cutting edge, made 
for mobile, music, content, video and 
marketing services. The company extends 
WIN’s reach internationally, growing new 
relationships and building on existing 
relationships with tier one operators in 
Europe and Asia such as Orange, O2, 
Vodafone, Smart and M1. Pocket Group 
also brings to the Group existing ties with 
handset manufacturers such as Samsung 
and leading brands like ITN and Carlton.
3 WIN plc    Annual Report and Accounts 2007 Business profile
SECTOR
SECTOR DESCRIPTOR
PRODUCT SPREAD 
WITHIN SECTOR
DESCRIPTION OF PRODUCTS
Cross-referencing market environment 
expertise, breadth of solutions and 
exceptional industry credibility.
Content management suite
WIN Emporium is a one stop content management and publishing service for mobile operators, 
internet service providers and content or media owners. It handles every function within the 
mobile content value chain from content sourcing right through to delivery. This single source 
approach ensures maximised revenues by rapidly increasing the quality, availability and consistent 
presentation of content offered. 
Interactive media suite
WIN Interact is a suite of hosted mobile applications that help brands, broadcasters and content 
owners to engage with their customers in 2-way dialogue, without the need for complex integration 
into back office systems and servers. Applications range from text and Interactive Voice Response 
(IVR) based services for voting, competition entry or chatting, through to richer media formats like 
pictures (MMS) and video for participation TV, citizen journalism, user generated feedback and 
mobile blogging.
Digital marketing suite
WIN Campaign is a set of tools to create, test, deliver and measure mobile and other digital 
marketing and advertising campaigns for brand owners, mobile operators, retailers and their 
agencies. All new media formats are supported: e-mail, MMS, SMS, voice (IVR), video, WAP and web 
allowing single sourcing of digital marketing requirements. All marketing services are offered on a 
fully managed or self-service basis.
Telcos Media
INTERACTIVE MEDIA SUITE
MOBILE PAyMENT GATEWAy
CONTENT MANAGEMENT SUITE
DIGITAL MARKETING SUITE
TAILORED SOLUTIONS
Contributing to 47% of 2007 revenues, 
the Telco sector is made up of network 
operators, such as Vodafone and O2, and 
virtual network operators, such as Virgin 
mobile and Tesco. WIN currently works with 
over 70 operators across 35 countries and 
has developed from a pure aggregator into a 
provider of fully managed services.
A growing sector that has gone through tough 
regulatory development, media includes 
broadcasters such as the BBC and content 
providers like Sky. Not only covering television, 
this sector provides a good example of 
converging media, including radio, online, print 
and now mobile.
DIGITAL MARKETING SUITE
MOBILE PAyMENT GATEWAy
CUSTOMER CONTACT SOLUTIONS
CONTENT MANAGEMENT SUITE
TAILORED SOLUTIONS
4 WIN plc    Annual Report and Accounts 2007 Mobile payment gateway
WIN Vendor is a mobile payment gateway enabling the reliable sale and delivery of mobile content 
and information services to any mobile consumer regardless of their network operator. Clients are 
therefore able to operate direct-to-consumer (D2C) mobile services without the need to partner 
with a network operator portal. WIN Vendor supports most mass market billing mechanisms 
including Payforit, the recently launched UK cross-operator, trusted mobile payment scheme. The 
service is available in over 20 territories including the UK, Ireland, Germany, Greece, Australia and 
the US,  with new territories  being  added  on  a  regular basis.
Customer contact solutions
WIN Contact is a powerful suite of solutions allowing effortless mass communication to customer’s or 
employee’s mobile phones and managing and tracking the responses from them. The suite enables 
businesses to build and manage the in-house delivery of SMS, MMS and voice communications 
services to hundreds of thousands of people, with a minimum of technical resource and in many 
cases with no integration into existing business systems required.
Tailored solutions
WIN has over 18 years experience in developing telecoms infrastructure and software applications 
to support real-time mobile communications and entertainment services. Where projects are 
complex or internal resource is not available WIN can provide expertise to manage the entire 
project or alternatively to assist clients with a specific part of the project such as design, construct, 
test  or  monitor.
Brands & Agencies
DIGITAL MARKETING SUITE
INTERACTIVE MEDIA SUITE
CONTENT MANAGENENT SUITE
TAILORED SOLUTIONS
CUSTOMER CONTACT SOLUTIONS
DIGITAL MARKETING SUITE
MOBILE PAyMENT GATEWAy
TAILORED SOLUTIONS
The newest sector for WIN, mobile 
marketing and advertising is set to be 
an area of large growth with brands and 
their agencies beginning to see the value 
that mobile as a channel can add. Initially 
introduced using SMS for on-pack 
competitions, many agencies are now 
delivering more interactive, media-rich 
campaigns and using mobile as a tool to 
learn more about their target audience.
Through direct to market and channel 
partners, WIN focuses on seven  key areas 
within this sector, logistics, retail banking, 
insurance, contact centres, utilities, mailing 
houses and the public sector. Current 
clients such as Severn Trent use mobile as 
a CRM tool, The AA uses it for employee 
communication and Barclays uses it as a 
marketing channel.
Corporate Enterprise Content
INTERACTIVE MEDIA SUITE
MOBILE PAyMENT GATEWAy
DIGITAL MARKETING SUITE
The mobile content value chain is both 
complex and elongated and navigating it 
to find the right solution can be a resource 
intensive process. Content owners and 
publishers need to instead focus on their 
core skills of originating, merchandising and 
promoting content. Many content owners 
therefore look to outsource aspects of the 
value chain to companies such as WIN.
5 WIN plc    Annual Report and Accounts 2007 r ichard Joyce 
Non-executive Chairman
2007 was a year of considerable change at 
WIN. We strengthened the Group through 
acquisitions and personnel, whilst maintaining 
our profitability and improving the cash 
position. WIN has been transformed from a 
business primarily focused on delivering alert 
services to become a leading provider of end-
to-end, rich media mobile solutions, and is 
now a partner of choice for Europe’s leading 
mobile operators and blue-chip businesses. 
This transformation means we can now provide greater depth 
across our solutions, customers and geographies. We believe 
our new, innovative services can lead to higher margins and 
greater profitability. Two important acquisitions broadened 
our customer base towards the end of the reporting year, 
and a further acquisition was made in January 2008. These 
acquisitions have added content management expertise, 
increased our geographic and customer reach and provided 
exposure to new mobile operators, both in the UK and across 
the world. These additions to the Group are expected to open 
up cross-selling opportunities during 2008.
Originally providing roadside 
assistance updates, mobile is 
now an integral interaction 
channel, utilised by AA 
driving schools, internal 
communication and insurance 
services. Partnering with WIN, 
the AA has seen large cost-
savings and can provide their 
customers with award-winning 
service, including reminders, 
updates and specialist hearing 
impaired assistance.
c hairman’s statement
6 WIN plc    Annual Report and Accounts 2007 We have strengthened the management 
team at both the board and executive 
level to enable us to manage the increased 
reach of the Group and we continue to 
drive through the changes needed to 
complete the transformation. The Group 
will continue to invest in the functionality 
and depth of our base messaging 
system during 2008, as well as develop 
new innovative solutions to meet the 
increasing demands of the mobile market.
The mix of our business has changed 
through our focus on richer media solutions, 
reflected in the growth of managed service 
provision and enterprise solutions. 
We are excited about a number of revenue 
enhancing developments in 2008, including 
greater reselling through our major channel 
partners, the launch of a mobile Video-on-
Demand (“VoD”) platform, and providing 
greater flexibility and scalability across our 
core messaging platform.
The work achieved in the last 12 months 
has ensured the Group is now in a much 
stronger position in our chosen market 
areas and we look forward to our next 
stage of growth. Our confidence is 
reflected in the decision to pay a maiden 
final dividend of 1.2p per share, making a 
total of 2p for the year.
RICHARD JOyCE
Non-executive Chairman
We believe our new, 
innovative services can 
lead to higher margins and 
greater profitability.
7 WIN plc    Annual Report and Accounts 2007 WIN has grown both organically, through 
the natural increase in the demand for new 
innovative services within the mobile industry, 
and through acquisition. The Group increased 
its content management offering and 
geographical reach in preparation for meeting 
the future needs of the market.
We have become further embedded with our existing 
customers, offering them new, innovative products and 
services, allowing them to increase efficiency and reduce 
costs, improving customer satisfaction. We have found that 
our Enterprise clients are embracing our customer relationship 
management (“CRM”) services, as technology evolves and 
mobile phone users become more receptive to its capabilities. 
Growth in this sector was particularly strong.
The Group’s reorganisation of its customer offering during 2007 
into five clear product suites continues to prove successful and 
our clients have seen excellent benefits through the use of our 
five core technologies across these suites. In particular, the 
uptake of our media rich content solutions has shown the most 
long term promise and now represents 31% of total revenue.
Across our three main business segments, Mobile Operators, 
Enterprise and Media we continue to be a market leader in both 
original solutions and excellence in delivery. 
Mobile Operators
The mobile network operators continue to be our dominant 
source of business, representing 47% (2006: 49%) of gross 
profit and the Group now provides services to 70 international 
operators. Our relationship with Vodafone live! continues to 
grow, as we steadily add new managed services into their 
pipeline, including video alerts for the UEFA Champions League 
and video match summaries for the Barclays Premier League 
which benefited from a full year effect of the contract signed in 
2006. The Group has remained close to O2 and has executed a 
number of campaign based projects, including Tutankhamun’s 
“visit” to the O2 centre in London. Our recently acquired music 
For leading Greek operator 
Cosmote, WIN has so far 
developed 9 official i-mode 
sites that are all among the top 
3 in their respective categories, 
offering content from leading 
brands such as Esquire, Top Gear, 
Pink Woman and DownTown. 
WIN offers the entire i-mode 
value chain, from the creation 
of storyboards, to hosting and 
managing the site and billing 
the end customer.
graham r ivers 
Chief Executive Officer
c hief executive’s r eview
8 WIN plc    Annual Report and Accounts 2007 content management company, Pocket 
Group, is one of the key music providers for 
Sony Ericsson and offers WIN access to  
1.5 million music tracks and brings business 
services to 60 operators in 35 countries. 
The next phase in our partnership with 
the operators will be to provide a VoD 
offering and we expect to roll this out 
during the second quarter of 2008. Whilst 
we experienced strong growth in WAP and 
mobile internet based content services, 
this was off-set by a decline in the more 
traditional Subscriber Interface Module (SIM) 
card based services.  This decline has now 
halted but its effect will continue to be felt 
in the first few months of 2008 compared to 
the equivalent period of 2007.
Enterprise
The area of operation which continues 
to deliver the most impressive growth is 
the Enterprise market. Gross profit in this 
sector increased by 48% in the year and 
the Group has seen a strong take-up of its 
services by a number of large companies, 
including Barclays, Centrica, HBOS General 
Insurance, E.on and National Rail Enquiries. 
The scale of this up-take means WIN now 
provides services to 60 major businesses. 
The Enterprise sector represented 11% of 
gross profit in 2007 (2006: 8%). The Group 
is becoming a valued partner to these 
organisations through the realisation of 
mobile as part of their integrated offering 
to their customers. Greater acceptance of 
mobile messaging as a highly effective 
method of communication, coupled with a 
higher level of technological stability means 
the Group expects to see a continuation of 
strong growth in profitability from this sector 
in the coming year.
Premium Rate and Media
As expected, our exposure to the Premium 
Rate and Media sector has reduced from 
34% to 30% of gross profit, although we 
continue to maintain an important presence 
in this market with a focus on key clients. 
The decline in Premium Rate is expected to 
slow further in 2008 as we begin to offer a 
small group of our Premium Rate customers 
more value added services. We believe that 
the degree of regulation has settled and the 
Group has terminated a number of services 
to non-compliant customers. 
The Media sector remains an exciting area 
for WIN. We have expanded our relationship 
with the BBC to provide richer solutions for 
its listeners and viewers, mainly through 
interactive technology for radio and TV. The 
Group intends to pursue other avenues in 
the media and broadcasting space though 
the recently acquired Pop-i Media, which 
has a strong relationship with Sky television, 
being one of only ten companies to provide 
interactive services for Sky’s “Red Button” . 
International – Greece 
The Group’s Greek business, WIN SA, has 
now launched its MT Billing platform, after 
local operators finally began to permit 
cross-network billing, some two years later 
than originally planned. We expect the first 
MT revenues this month and we will watch 
its development with interest given that 
the launch of the UK’s billing service in 2002 
led to WIN’s early growth. Within Greece, 
we have seen growing revenues from 
interactive broadcasting services for live 
programmes on Alpha TV. 
We will continue to use Greece as a base to 
expand our geographic footprint within the 
We continue to be a market 
leader in both original 
solutions and excellence  
in delivery.
9 WIN plc    Annual Report and Accounts 2007 fast growing south-eastern European region. 
Early success includes the launch of a major 
mobile marketing promotion to a leading 
mobile operator in Croatia in February this 
year and we expect to continue to develop 
further mobile marketing campaigns within 
the region.
Acquisitions
The three acquisitions the Group has made 
since 20 September, Quattrocomm, Pop-i 
Media and Pocket Group, enable WIN to 
compete across more aspects in the mobile 
sector. The focus of these acquisitions was to 
extend the Group’s specialist content 
management capabilities, as well as increase 
knowledge, skills and geographic presence. 
The acquisitions provide access to new 
mobile operators and customers, and enable 
significant cross-selling opportunities for the 
Group’s already considerable range of 
solutions and services. The full integration of 
these companies will be completed during 
this year.  
Management
Finally, in 2007 we further strengthened the 
management team with the appointment of 
a new CFO, Lance Moir, and recruited new 
senior managers in the Group in the areas 
of operations, development, product and 
commercial management. We now have in 
place a strong management team with a 
clear vision for growth in the Group. 
MARKET REVIEW
As ever, the mobile phone marketplace 
continues to develop at a rapid pace as 
new handsets are launched and new 
technologies are embraced, providing a 
number of potential opportunities for the 
Group. In particular there is increasing 
interest within the Enterprise sector as the 
corporate world recognises the importance 
of embracing the mobile platform as a 
significant element in their customer 
relationship management process. In this 
regard, WIN sees opportunities through 
supporting customer relationship managers 
with our end-to-end service as well as 
supporting mobile marketing campaigns, 
with which we have already seen success.
Within the Network Operator sector, the 
move to outsource the management and 
delivery of content continues to offer good 
opportunities for WIN. During the year, 
we have seen an increase in demand for 
our managed content services from Top 
Tier operators. A robust, high performance 
technical platform backed by global content 
merchandising skills is key to our success in 
this sector. In addition, we see a broader up-
take of similar services outside the mobile 
operators particularly within the big media 
corporations and online companies. 
The mobile industry continues to seek 
further profitable growth in data revenues, 
particularly from the mobile internet. 
Improvements in network speeds, the right 
handsets (such as Apple’s i-phone) and a 
vast increase in the scope and nature of 
content, such as Facebook and youTube, 
are driving consumer demand. The network 
operators are also beginning to reduce the 
cost of access and WIN believes that it is 
ideally placed to take greater advantage 
of this development through the launch of 
its enhanced WIN Interact which will allow 
streamed and downloaded videos and films.
Increasingly, the media and broadcasting 
industries are looking for new, immediate 
ways to interact with their audience. Going 
t he next phase in our 
partnership with the 
operators will be to provide 
a VoD offering.
c hief executive’s r eview
10 WIN plc    Annual Report and Accounts 2007 forward, we expect that it will be core to 
broadcasters’ strategies to encourage and 
develop this interaction. The widely reported 
premium rate phone-in voting scandals in 
2007 have resulted in new regulation aimed 
at preventing this happening again, which 
we view as positive for our business. Most 
viewers and listeners are now comfortable 
in participating in their favourite shows 
from the comfort of their homes. WIN’s role 
in this exciting and profitable medium is to 
provide non-premium rate, richer interactive 
experiences; areas in which we have already 
achieved a leadership position.
Finally, the Premium Rate sector remains 
an important source of revenue to the 
mobile phone industry. Whilst regulatory 
pressures have impacted the overall 
market over the past three years, leading 
to the elimination of many of the smaller 
players, it has left a stronger group of 
committed content suppliers who are 
seeking to improve their services and add 
further value in the chain. We will continue 
to strengthen our relationship with 
partners in this sector.
OUTLOOK
We believe that the Group has never been 
stronger based on our ability to sell new, 
innovative managed services to the mobile 
operators and enterprise businesses, and 
having already achieved considerable 
success in this endeavour to date. Our recent 
acquisitions complement our knowledge 
and skills-set, allowing the Group to sell-in 
higher margin managed services. 
The new area of mobile advertising 
and marketing also promises to be an 
exciting development in 2008 together 
with our expansion across Europe – both 
have the potential of adding significant 
new revenue.  We anticipate making 
further acquisitions to extend both our 
geographical reach and to increase our 
capabilities and routes to market.
Finally, we have begun to group our customer 
solutions into three clear business areas: 
We continue to be a classic aggregator  »
of messages and payment transactions, 
which remains a high volume, low margin 
business, but one where we have been a 
market leader for the past several years; 
We provide integrated connectivity  »
solutions and services to our Enterprise 
clients; and
We offer fully managed services to the  »
operators, content owners and media 
companies. 
We have secured new clients to deliver 
services to in the early part of 2008 and 
progress in the coming year will rest on our 
ability to deliver deeper services into our 
current clients, expanding the reach of our 
recent acquisitions, developing new 
solutions such as the video on demand 
platform and launching MT billing in Greece. 
We see considerable potential in our chosen 
markets and we will continue to drive 
change through the business. The Board 
looks forward to the future with confidence.
GRAHAM RIVERS
CEO 
We have expanded our 
relationship with the BBc to 
provide richer solutions for 
its listeners and viewers.
11 WIN plc    Annual Report and Accounts 2007 WIN developed a Guardian Jobs 
WAPsite for Guardian News 
and Media. The new WAPsite, 
available now, enables users 
to search the Guardian Jobs 
website www.guardianjobs.mobi 
anywhere, anytime and on any 
internet enabled mobile handset. 
Users text ‘jobs’ to 82222 to 
access the service.
On an underlying basis the Group maintained 
its profitability, notwithstanding the decline 
due to regulatory pressures in the premium rate 
sector and the on-SIM business. The financial 
position remains strong with an increase in 
cash to £4.7m and no debt. The Group was 
able to fund the two acquisitions in 2007 from 
internal resources and is also able to fund the 
Pocket Group acquisition without borrowing. 
Continuing cash generation and our underlying 
business provides a sound financial platform to 
support our investment plans.
Financial r eview
lance Moir 
CFO
12 WIN plc    Annual Report and Accounts 2007 These results have been prepared for the first time under 
International Financial Reporting Standards (IFRS), the principal 
effect of which are to increase amortisation charges for both 
acquired and internally generated intangible assets. Due to the IFRS 
transition, amortisation costs for internally developed intangible 
assets will continue to rise for at least a further two years, without 
any change in the underlying business.
Group Trading Summary
£’000
Year ended 31 December
2007 2006
r evenue 39,173 37,527
profit before tax 1,680 2,323
Share option costs 90 102
Amortisation of IFRS3 and other intangibles 489 162
Goodwill impairment 68 0
Non-recurring costs 323 100
Underlying profit 2,650 2,687
Adjusted effective tax rate 29.6% 27.8%
Adjusted earnings per share 19.3p 20.4p
Dividend per share (based on proposed final dividend) 2p 0
t he financial position 
remains strong with an 
increase in cash to £4.7m 
and no debt.
13 WIN plc    Annual Report and Accounts 2007 For continuing operations, reported 
turnover rose by 4.4% to £39.2m, whilst 
gross profit increased by 3.7% to £8.9m. 
Gross margin fell slightly reflecting the 
change in mix resulting from the decline 
in on-SIM and premium rate revenues and 
the strong growth in the higher margin 
enterprise business. Due to the timings 
of the acquisitions, there was only a small 
benefit from them in these figures for the 
year. 2008 will see a full contribution for 
the period, together with cross-selling 
opportunities across the Group. Additionally, 
we closed our WIN Financial business during 
the period, which accounted for less than 
0.5% of revenue. 
Administrative expenses excluding 
amortisation of intangible assets, goodwill 
impairment and charges for share based 
payments were £6.5m (2006: £6.1m).  
Charges for amortisation of intangible 
assets under IFRS rose from £0.3m to 
£0.8m, of which the element relating to 
internally developed intangible assets 
rose from £0.1m to £0.2m; the remainder 
relates to intangible assets arising 
from acquisitions and amortisation of 
licences. There was a small charge for 
the impairment of goodwill which we 
anticipate will recur in future years as we 
re-focus our development activity. The 
charge for share-based payments fell 
during the year from £0.1m to £0.09m, 
reflecting the lower number of options 
outstanding at the year end. During 
the year there were non-recurring costs 
of £0.3m relating to redundancies and 
non-capitalisable investigations into 
potential markets. Eliminating the effect 
of amortisation of other intangible assets 
and licences, the impairment charge, 
charges for share-based payment and 
non-recurring charges, administrative 
costs rose from £6.1m to £6.4m, reflecting 
our decision to invest in the infrastructure 
of the Group late in the year to support 
contracts won towards the end of the year.
Interest income fell slightly, following 
lower average cash balances due to 
acquisitions made in 2006. Reported profit 
before tax was £1.7m (2006: £2.3m) and 
underlying profits were £2.7m, the same 
level as last year.
The stated tax rate rose from 29.0% to 35.4% 
due to an under-accrual for tax at the end 
of last year.  On an underlying basis the 
effective tax rate was 29.6%.
Stated basic earnings per share fell from 
19.8p to 11.3p principally due to the 
impact of the amortisation of acquired 
intangible assets. On an underlying basis, 
Financial r eview
t urnover rose by 4.4%, gross 
profit increased by 3.7%.
14 WIN plc    Annual Report and Accounts 2007 adjusted earnings per share were 19.5p, 
a fall of 4.0% principally due to the 
increase in shares in issue. 
At the period end, shareholders’ funds 
amounted to £11.7m with no debt. Cash 
generation was strong during the year. 
Underlying EBITDA rose from £3.0m to 
£3.2m and focused working capital 
management led to a combined inflow of 
funds of £0.8m. Capital expenditure on 
tangible assets was £0.6m and on 
intangible assets was £0.6m. Following 
cash payments of £1.8m for acquisitions 
and tax payments of £0.7m, cash balances 
were £4.7m at year end. The typical cash 
movement within a month is £2m. 
Following the year end, the Group 
acquired Pocket Group for an initial 
payment in cash of £1.037m. Further 
payments will be made during 2008, 
depending on performance for this 
acquisition; these are not expected 
to exceed £1.2m. There are no further 
payments due in 2008 on acquisitions to 
date. Further consideration will be due in 
2009 for other acquisitions made to date, 
which is dependent upon performance 
in 2008 and virtually all of this can be 
paid in shares, although in some cases 
the Group may elect to pay in cash. 
The Group intends to continue making 
acquisitions where they enhance our 
strategic position and are expected to be 
earnings enhancing. 
The Board has announced WIN’s first final 
dividend for the year of 1.2p per share in 
addition to the interim payment of 0.8p 
per share paid in October 2007. This final 
dividend will be payable on 9 June 2008 
to shareholders on the register on 
16 May 2008.  
LANCE MOIR
CFO
t he balance sheet continues 
to be strong.
15 WIN plc    Annual Report and Accounts 2007 Board of Directors
1. RICHARD JOyCE
Non-executive Chairman
Richard joined WIN as a non-executive director in October 2000, 
and became Chairman in January 2001. Prior to this, he worked 
in a variety of senior executive positions for 3Com Corporation 
for 13 years (including Senior Vice President of Worldwide Sales) 
and served on the Executive Committee for seven years. Prior to 
3Com, he served as Managing Director (Europe) for Cambridge 
International, along with senior management positions within 
Network Systems and RFL Electronics.
2. GRAHAM RIVERS
CEO
Graham Rivers joined WIN as Chief Executive in August 2006. 
Previously he was a member of the UK Operating Board of 
T-Mobile UK Limited where he was responsible for the wholesale 
business (including Virgin Mobile) and for non-voice revenues. 
He is currently Chairman of Telrock plc, a mobile payments 
processing company and a partner in Palace Ventures, an 
investment and advisory services business operating in the 
mobile applications space. 
We provide data validation 
and delivery on a number of 
competitions for O2 customers 
to win tickets to events at The 
O2 including Barbara Streisand, 
the Scissor Sisters and the 
Tutankhamen Exhibition. 
The Scissor Sisters campaign 
received 3000 responses of 
which we collated 80% of  
entries within the first hour  
of the competition launch.
1 2
16 WIN plc    Annual Report and Accounts 2007 3. LANCE MOIR
CFO
Lance joined WIN in April 2007 from 
Cranfield School of Management where 
he was a Senior Lecturer in Finance 
and Accounting and where he advised 
large groups on strategy and financial 
management. He has over 20 years 
international finance experience including 
the roles of Group Finance Director of First 
Choice Holidays plc, Director of Corporate 
Finance at Bass plc and Head of Corporate 
Finance and Planning at Storehouse plc. He 
is a Fellow of the Association of Corporate 
Treasurers, where he also served on the 
Council. He is a non-executive director of 
Gartmore Global Trust plc.
4. JOHN RANDS
Technical Solutions Director
John Rands joined WIN Financial in 1992. 
John has been overall architect of the WIN 
Platform developing and integrating many 
new technologies and is currently focusing 
on developing new commercial partners and 
network operator relationships in the UK and 
internationally. Before joining WIN, he was 
the Implementation Engineering Manager 
with Cognito. Prior to this he worked for Bell 
South (UK) and Marconi Instruments.
5. MICHAEL DE KARE-SILVER
Non-executive Director
Michael de Kare-Silver joined WIN in 
September 2004 as a non-executive director. 
He has over 10 years plc main board 
experience from GUS plc where he was 
responsible for the Argos and Experian web 
operations and more recently with Thus 
Group plc where he was  a non executive 
director and Chair of the Remco for 6 
years. He was previously the global head of 
e-business for PA Consulting and built his 
own strategy/marketing firm Kalchas before 
merging it with CSC. Michael has written a 
number of books on emerging technologies 
and is a visiting professor at Middlesex 
University Business School.
6. PETER MARTIN
Non-executive Director
Peter Martin joined WIN in September 2004 
as a non-executive director. He is Chief 
Executive of Tribal Group plc, a listed support 
services business. He is a Sloan Fellow of the 
London Business School and was previously 
a founder partner of Anvil Partners, a private 
equity adviser. Prior to Anvil Partners, he was 
a Director of Kleinwort Benson Limited.
3 4 5 6
17 WIN plc    Annual Report and Accounts 2007 18 WIN plc    Annual Report and Accounts 2007
Directors’ Report   18
Statement of Directors’ Responsibilities 22
Independent Auditors’ Report 23
Consolidated Income Statement 25
Consolidated Statement of  
Recognised Income and Expense  26 
Company Statement of  
Recognised Income and Expense  26
Consolidated Balance Sheet  27
Company Balance Sheet   28
Consolidated Cash Flow Statement 29
Company Cash Flow Statement  30
Notes to the Accounts  31
Notice of Annual General Meeting 65
AGM Proxy Form   67
Investor Relations Contacts  69
Directors’ Report & Financial Statements Directors’ Report
The directors present their directors’ report 
and financial statements for the year ending 
31 December 2007.
PRINCIPAl ACTIvITIES
The company’s principal activity is that of a 
holding company. The activities of the subsidiaries 
enable corporate customers to send and receive 
text messages, as well as deliver content, such as 
ring tones and icons, to and from large numbers 
of mobile phone users. While text messaging 
accounts for the substantial proportion of the 
Group’s current revenues, it also provides other 
wireless data services to business customers, 
including picture messaging.
BuSINESS REvIEW 
The company underwent considerable change 
in 2007 as it positioned itself for future growth. 
The Group’s reach across geographical markets, 
the strength of its management team and the 
range and depth of its products have significantly 
increased. The business has maintained underlying 
profitability, improved its cash position and 
made two significant acquisitions during the year 
which have broadened its customer base. At the 
end of the year, the Group had cash balances of 
£4,651,000 (2006: £3,816,000) and management 
anticipate that the business will continue to invest 
in 2008 in the functionality and depth of our 
systems and product solutions.
The market for mobile content continues to 
present significant growth opportunities for WIN.  
During the year the company assigned the 
subscriber base of WIN Financial limited, its 
paging subsidiary, to MarketSource uK l td. 
The contribution of WIN Financial limited to 
Group profit before tax in 2007 was £20,000 
(2006: £248,000).
On 20 September 2007, the company acquired the 
entire issued share capital of Quattrocomm AG. The 
consideration for the acquisition was £1,712,000 
in cash and £971,000 in shares. In addition, further 
consideration of up to a maximum of 587,542 
new ordinary shares is payable, dependent on 
the results of Quattrocomm being in excess of 
€500,000 for the year ending 31 December 2008. 
Quattrocomm is a mobile content enabler focusing 
on managed rich-media content services for 
mobile network operators (“MNOs”) and content 
WIN plc    Annual Report and Accounts 2007 18 19 WIN plc    Annual Report and Accounts 2007
owners. The company is headquartered in Zug, 
Switzerland, with subsidiaries in Berlin and 
Budapest; it has eighteen employees. 
On 12 November 2007, the company acquired the 
entire issued share capital of Pop-i Media limited 
(‘Pop-i’). The company paid a nominal initial 
cash consideration of £5 for the acquisition and 
a deferred consideration of up to a maximum of 
£3.5 million, subject to the financial performance 
of Pop-i for the year ending 31 December 2008. In 
addition, the company will assume Pop-i’s liabilities 
of £125,000. Pop-i provides services (branded 
and white label) for individuals to upload images 
to media websites (principally ITN and Sky) and 
facilitates interactive competitions and promotions 
for these media clients. 
The principal risk to the business would be a 
catastrophic failure of any of WIN’s core systems, 
content feeds and network connections. This 
has been reduced through the implementation 
of a dual-site architecture and the dual routing 
of all traffic. Continued investment will be made 
to minimise these risks as well as to increase the 
flexibility and scalability of our technology.
Competitive pressures in the uK and in Germany 
are a continuing risk to the Group, which could 
result in losing sales to its key competitors. The 
business manages this risk by providing and 
implementing innovative new services together 
with greater value added services to its key clients 
and by maintaining strong relationships with 
customers as well as diversifying its risk from a 
limited number of customers.
The Group’s sales overseas are made in foreign 
currency, primarily the Euro, and it is therefore 
exposed to movement in exchange rates. This is 
partially mitigated by the fact that the company 
contracts with clients in the same foreign currency. 
The company has bank accounts in foreign 
currencies to manage this risk.
On 21st January 2008, the company acquired the 
entire issued share capital of Pocket Group l td 
(“Pocket Group”) for a maximum consideration 
of £4,500,000. The company paid an initial 
consideration of £1,037,000 in cash on completion, 
and will pay a further three payments, comprising 
one in March 2008 and then two further payments 
in 2008 and 2009 dependent upon the performance 
of Pocket Group for the years to 31 March 2008 
and 2009 respectively. The committed minimum 
total consideration is £1,400,000 and the maximum 
total consideration is £4,500,000. Pocket Group, 
established in 1999, is one of the leading mobile 
entertainment companies in Europe, providing 
mobile technology, content and marketing services 
to over 50 operators across the world. Pocket Group 
specialises in mobile music and video content, and 
represents the mobile sector rights for over 1500 
independent record labels and bands, helping them 
maximise their revenues from mobile distribution.
There have been no other significant events since 
the balance sheet date.
The results for the year are shown in detail on 
page 25.
FuTuRE PROSPECTS
Current trading continues to reflect the trends 
identified during 2007, namely a shift to higher 
value-added content and managed services, 
more opportunities in the enterprise market and 
the continued roll-out of new Interactive Mobile 
Services with broadcasters and media companies. 
DIvIDEND
Dividends paid during the year comprised an 
interim dividend in respect of the year ended 
31 December 2007 of 0.8p per share.
SuPPlIER PAyMENT POlIC y
The Group aims to maintain good relations with 
all its trading partners. In particular, it is the 
Group’s policy to pay its clients and suppliers in 
accordance with terms and conditions agreed at 
inception of contract. 
At 31 December 2007 the number of days of 
annual purchases represented by trade creditors 
amounted to 45 days (2006: 35 days).
FINANCIAl INSTRuMENTS
Details of the Group’s financial risk management 
objectives and policies are set out in note 27 of the 
financial statements.
DONATIONS
During the year the Group made charitable 
donations of £250 (2006: £100). 20 WIN plc    Annual Report and Accounts 2007
Directors’ Report (continued)
SuBSTANTIAl ShAREhOlDINGS
At 31 March 2008, the company has been notified of the following beneficial interests, other than those of 
the directors, of 3% or more of the issued share capital of the company.
Shareholder
Number of 
ordinary shares
% of issued 
share capital
AXA SA (Sun Life/Framlington) 1,630,000 16.17
Amvescap PLC (including Invesco English & International Trust plc) 1,052,202 10.44
Dalton Strategic Partnership LLP 973,540 9.66
Close Investments Ltd 807,420 8.01
Legal and General PLC 777,000 7.71
New Star Asset Management Ltd 670,000 6.65
ISIS EP LLP 496,818 4.93
Stargas Nominees Ltd (National Grid UK Pension Scheme) 418,539 4.15
DIRECTORS AND DIRECTORS’ INTERESTS
The directors who held office at the beginning and end of the financial year had the following interests  
in the ordinary shares of the company according to the register of directors’ interests:
Date of 
appointment
Date of 
resignation Class of share
Interest at start 
of period
Interest at end 
of period
R W Joyce 9 July 2005 – Ordinary 10p 257,517 257,517
J Rands 9 July 2005 – Ordinary 10p 239,562 189,562
M A Paver 9 July 2005 23 April 2007 Ordinary 10p 2,475 975
M de Kare-Silver 29 Sept 2005 – Ordinary 10p 1,190 1,190
P Martin 29 Sept 2005 – – – –
G Rivers 14 August 2006 – Ordinary 10p – 5,000
L Moir 23 April 2007 Ordinary 10p – 6,334
RESEARCh AND DEvEl OPMENT
The Group’s research and development programme plays a key role in supporting its activities. The Group 
continued to invest in Research and Development during the year and that policy is expected to continue 
into the future.
CORPORATE GOvERNANCE STATEMENT
Introduction
The Board of WIN plc is committed to achieving good standards of corporate governance, integrity 
and business ethics for all activities. under AIM rules, the company is not required to comply with the 
Combined Code. Although the company does not comply with the provisions of the Combined Code 
it has taken on the recommendations of the Combined Code with regard to the Audit Committee and 
Remuneration Committee. 
Audit committee
The audit committee consists of the non-executive directors with Michael de Kare-Silver as Chairman.  
The committee meets at least twice a year, linked to the timing of the publication of the Group’s results.  21 WIN plc    Annual Report and Accounts 2007
The committee also meets on an ad hoc basis when necessary. The external auditors attend the meeting.  
The committee operates within specific terms of reference which include:
considering the appointment of external and internal auditors; »
reviewing the relationship with external auditors; »
reviewing the financial reporting and internal control procedures; »
reviewing the management of financial matters and focusing upon the independence and objectivity  »
of the external auditors;
reviewing the consistency of accounting policies both on a year to year basis and across the company. »
Remuneration committee
The remuneration committee consists of the non-executive directors with Peter Martin as Chairman.
The company Secretary, Sally Weatherall, attends the meetings of the remuneration committee as 
secretary to the remuneration committee. The Chief Executive of the company, Graham Rivers, may also 
be invited to attend certain meetings of the remuneration committee.
The remuneration committee reviews and determines on behalf of the Board and Shareholders of the 
company the pay, benefits and other terms of service of the executive directors of the company and the 
broad pay strategy with respect to senior company employees.
Directors’ remuneration
The particulars of the remuneration of the directors are as shown in note 6 of the financial statements and 
their interests in the shares of the company are set out above.
Directors’ service contracts
All executive directors are employed under service contracts. The services of all executive directors may 
be terminated by the provision of a maximum of 12 months notice by the company.
Disclosure of information to auditors
The directors who held office at the date of approval of this directors’ report confirm that, so far as they 
are each aware, there is no relevant audit information of which the company’s auditors are unaware; and 
each director has taken all the steps that he ought to have taken as a director to make himself aware of 
any relevant audit information and to establish that the company’s auditors are aware of that information. 
Auditors
In accordance with Section 384 of the Companies Act 1985, a resolution for the re-appointment of KPMG 
Audit Pl C as auditors of the company is to be proposed at the forthcoming Annual General Meeting.
                                                                                
On behalf of the board
GRAh AM RIvERS  lANCE MOIR 1 Cliveden Office village 
CEO CFO lancaster Road 
  Cressex Business Park 
  h igh Wycombe 
  Buckinghamshire 
  hP12 3yZ
  10 March 2008 22 WIN plc    Annual Report and Accounts 2007
Statement of Directors’ Responsibilities in Respect  
of the Directors’ Report and the Financial Statements  
The directors are responsible for preparing the Directors’ Report and the financial statements in 
accordance with applicable law and regulations. 
company law requires the directors to prepare Group and parent company financial statements for each 
financial year. under that law they have elected to prepare both the Group and parent company financial 
statements in accordance with IFRSs as adopted by the Eu and applicable laws.
The Group and parent company financial statements are required by law and IFRSs as adopted by the 
Eu to present fairly the financial position of the Group and the parent company and the performance 
for that year; the Companies Act 1985 provides in relation to such financial statements that references 
in the relevant part of that Act to financial statements giving a true and fair view are references to their 
achieving a fair presentation. 
In preparing each of the Group and parent company financial statements, the directors are required to: 
select suitable accounting policies and then apply them consistently;  »
make judgments and estimates that are reasonable and prudent;  »
state whether they have been prepared in accordance with IFRSs as adopted by the Eu; and  »
prepare the financial statements on the going concern basis unless it is inappropriate to presume that  »
the company will continue in business.  
The directors are responsible for keeping proper accounting records that disclose with reasonable 
accuracy at any time the financial position of the parent company and enable them to ensure that its 
financial statements comply with the Companies Act 1985. They have general responsibility for taking 
such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and 
prevent and detect fraud and other irregularities. 
The directors are responsible for the maintenance and integrity of the corporate and financial information 
included on the company’s website. l egislation in the uK governing the preparation and dissemination of 
financial statements may differ from legislation in other jurisdictions. 23 WIN plc    Annual Report and Accounts 2007
Independent Auditors’ Report to the Members of WIN plc
KPMG AuDIT Pl C
8 Salisbury Square
l ondon
EC4y 8BB
united Kingdom
We have audited the Group and parent company financial statements (the ‘’financial statements’’) of 
WIN plc for the year ended 31 December 2007 which comprise the Group Income Statement, the Group 
and Parent company Balance Sheets, the Group and Parent company Cash Flow Statements, the Group 
and Parent company Statements of Recognised Income and Expense and the related notes. These 
financial statements have been prepared under the accounting policies set out therein. 
This report is made solely to the company’s members, as a body, in accordance with section 235 of the 
Companies Act 1985. Our audit work has been undertaken so that we might state to the company’s 
members those matters we are required to state to them in an auditor’s report and for no other purpose. 
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the 
company and the company’s members as a body, for our audit work, for this report, or for the opinions we 
have formed.
RESPECTIvE RESPONSIBIlITIES OF DIRECTORS AND AuDITORS
The directors’ responsibilities for preparing the Directors’ Report and the financial statements in 
accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the 
Eu are set out in the Statement of Directors’ Responsibilities on page 22.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory 
requirements and International Standards on Auditing (uK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are 
properly prepared in accordance with the Companies Act 1985. We also report to you whether in our 
opinion the information given in the Directors’ Report is consistent with the financial statements. 
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we 
have not received all the information and explanations we require for our audit, or if information specified 
by law regarding directors’ remuneration and other transactions is not disclosed.
We read the other information contained in the Annual Report and consider whether it is consistent with 
the audited financial statements. We consider the implications for our report if we become aware of any 
apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do 
not extend to any other information. We read the Directors’ Report and consider the implications for our 
report if we become aware of any apparent misstatements within it. 24 WIN plc    Annual Report and Accounts 2007
Independent Auditors’ Report to the Members of WIN plc (continued)
BASIS OF AuDIT OPINION
We conducted our audit in accordance with International Standards on Auditing (uK and Ireland) issued 
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to 
the amounts and disclosures in the financial statements. It also includes an assessment of the significant 
estimates and judgments made by the directors in the preparation of the financial statements, and 
of whether the accounting policies are appropriate to the Group’s and company’s circumstances, 
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we 
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the 
financial statements are free from material misstatement, whether caused by fraud or other irregularity or 
error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in 
the financial statements.
OPINION
In our opinion:
the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the Eu,  »
of the state of the Group’s affairs as at 31 December 2007 and of its profit for the year then ended;
the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted  »
by the Eu as applied in accordance with the provisions of the Companies Act 1985, of the state of the 
parent company’s affairs as at 31 December 2007;
the financial statements have been properly prepared in accordance with the Companies Act 1985; and »
the information given in the Directors’ Report is consistent with the financial statements. »
KPMG AuDIT Pl C
Chartered Accountants 
Registered Auditor
10 March 2008 25 WIN plc    Annual Report and Accounts 2007
for the year ended 31 December 2007
Consolidated Income Statement
Note
2007
Total
£’000
2006
Total
£’000
Revenue 4 39,173 37,527
Cost of sales (30,268) (28,943)
       
Gross profit 8,905 8,584
Other administrative expenses (6,499) (6,110)
Amortisation (803) (278)
Charge in relation to share-based payments (90) (102)
Administrative expenses (7,392) (6,490)
       
Results from operating activities 4 1,513 2,094
Financial income 8 167 229
       
Profit before income tax 5 1,680 2,323
Income tax expense 9 (594) (673)
       
Profit from continuing operations 1,086 1,650
Discontinued operation
Profit from discontinued operation 2 7 232
Profit for the year attributable to equity  
holders of the company 1,093 1,882
Earnings per share 10
basic earnings per share » 11.3p 19.8p
diluted earnings per share » 11.1p 19.7p
Continuing operations
basic earnings per share » 11.2p 17.3p
diluted earnings per share » 11.0p 17.2p 26 WIN plc    Annual Report and Accounts 2007
for the year ended 31 December 2007
Consolidated Statement of Recognised Income and Expense
2007
£’000
2006
£’000
Foreign currency translation differences for foreign operations (83) 7
(Expense)/income recognised directly in equity (83) 7
Profit for the financial year 1,093 1,882
Total income and expense recognised for the period  
attributable to equity holders of the company 1,010 1,889
Company Statement of Recognised Income and Expense
for the year ended 31 December 2007
2007
£’000
2006
£’000
Profit/(loss) for the financial year 787 (658)
                     
Total income and expense recognised for the period  
attributable to equity holders of the company 787 (658) 27 WIN plc    Annual Report and Accounts 2007
at 31 December 2007
Consolidated Balance Sheet
Note
2007
£’000
2006
£’000
Non-current assets
Property, plant and equipment 11 940 828
Intangible assets 12 6,374 3,585
Other financial assets 14 100 100
Total non-current assets 7,414 4,513
Current assets
Trade and other receivables 15 7,630 8,039
Cash and cash equivalents 4,651 3,816
Total current assets 12,281 11,855
Total assets 19,695 16,368
Current liabilities
Trade and other payables 16 (6,835) (5,985)
Tax payable (297) (304)
Total current liabilities (7,132) (6,289)
Non-current liabilities
Deferred tax liability 17 (823) (548)
Provisions 18 (102) (120)
Total non-current liabilities (925) (668)
Total liabilities (8,057) (6,957)
Net assets 11,638 9,411
Equity
Share capital 19 1,008 954
Shares to be issued 19 168 –
Share premium 19 2,288 2,228
Capital redemption reserve 19 656 656
Merger reserve 19 9,040 8,118
Retained earnings 19 (1,522) (2,545)
Total equity attributable to equity holders of the company 19 11,638 9,411
These financial statements were approved by the board of directors on 10 March 2008 and were signed 
on its behalf by:
GRAhAM RIvERS lANCE MOIR
CEO CFO 28 WIN plc    Annual Report and Accounts 2007
at 31 December 2007
Company Balance Sheet
Note
2007
£’000
2006
£’000
Non-current assets
Investment in subsidiaries 13 6,054 3,678
Other financial assets 14 993 918
Total non-current assets 7,047 4,596
                            
Current assets
Trade and other receivables 15 185 129
Cash and cash equivalents 153 1,010
Total current assets 338 1,139
                                
Total assets 7,385 5,735
Current liabilities
Trade and other payables 16 (2,818) (3,184)
Total current liabilities (2,818) (3,184)
Non-current liabilities
Provisions 18 (33) (33)
                                
Total non-current liabilities (33) (33)
                                
Total liabilities (2,851) (3,217)
                                
Net assets 4,534 2,518
                                
Equity
Share capital 19 1,008 954
Shares to be issued 19 168 –
Share premium 19 2,288 2,228
Merger reserve 19 922 –
Capital redemption reserve 19 656 656
Retained earnings 19 (508) (1,320)
                                
Total equity attributable to equity  
holders of the company 19 4,534 2,518
These financial statements were approved by the board of directors on 10 March 2008 and were signed 
on its behalf by:
GRAhAM RIvERS lANCE MOIR
CEO CFO 29 WIN plc    Annual Report and Accounts 2007
for the year ended 31 December 2007
Consolidated Cash Flow Statement
Note
2007 
£’000
2006 
£’000
Cash flows from operating activities
Profit for the year 1,093 1,882
Adjustments for:
Depreciation and amortisation 1,227 727
Impairment loss 68 –
Foreign exchange movement (83) 7
Financial income 8 (171) (392)
Loss on sale of property, plant and equipment 13 –
Equity settled share-based payment expenses 24 90 102
Taxation 9 607 689
              
Operating profit before changes in working capital  
and provisions 2,844 3,015
Decrease in trade and other receivables 856 5,226
Increase/(Decrease) in trade and other payables 680 (3,053)
Decrease in provisions 18 (18) (129)
              
Cash generated from the operations 4,362 5,059
Tax paid (677) (549)
              
Net cash from operating activities 3,685 4,510
              
Cash flows from investing activities
Interest received 171 232
Acquisition of subsidiaries 3 (1,816) (2,041)
Acquisition of property, plant and equipment 11 (606) (574)
Capitalised development expenditure 12 (554) (650)
Acquisition of other intangible assets 12 (33) –
              
Net cash from investing activities (2,838) (3,033)
              
Cash flows from financing activities
Proceeds from the issue of share capital 65 81
Repayment of borrowings – (648)
Dividends paid 19 (77) –
              
Net cash from financing activities (12) (567)
              
Net increase in cash and cash equivalents 835 910
Cash and cash equivalents at 1 January 3,816 2,906
              
Cash and cash equivalents at 31 December 22 4,651 3,816 30 WIN plc    Annual Report and Accounts 2007
for the year ended 31 December 2007
Company Cash Flow Statement
Note
2007 
£’000
2006 
£’000
Cash flows from operating activities
Loss for the year (1,433) (658)
Adjustments for:
Impairment loss 591 –
Financial income (68) (60)
Equity settled share-based payment expenses 24 122 1
              
Operating profit before changes in working capital  
and provisions (788) (717)
(Increase)/Decrease in trade and other receivables (143) 456
(Decrease)/Increase in trade and other payables (366) 2,164
              
Net cash from operating activities (1,297) 1,903
              
Cash flows from investing activities
Interest received 68 60
Dividend received 2,200 –
Acquisition of subsidiaries 3 (1,816) (2,041)
              
Net cash from investing activities 452 (1,981)
              
Cash flows from financing activities
Proceeds from the issue of share capital 65 81
Dividends paid 19 (77) –
              
Net cash from financing activities (12) 81
              
Net (decrease)/increase in cash and cash equivalents (857) 3
Cash and cash equivalents at 1 January 1,010 1,007
              
Cash and cash equivalents at 31 December 22 153 1,010 31 WIN plc    Annual Report and Accounts 2007
Notes Forming Part of the Financial Statements
ACCOuNTING POlICIES 1. 
WIN plc (the “company”) is a company domiciled in the united Kingdom. 
The Group financial statements consolidate those of the company and its subsidiaries (together 
referred to as the “Group”). The parent company financial statements present information about the 
company as a separate entity and not about its Group.
Both the parent company financial statements and the Group financial statements have been 
prepared and approved by the directors in accordance with International Financial Reporting 
Standards as adopted by the Eu (“Adopted IFRSs”). On publishing the parent company financial 
statements here together with the Group financial statements, the company is taking advantage  
of the exemption in s230 of the Companies Act 1985 not to present its individual income statement 
and related notes that form a part of these approved financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to 
all periods presented in these consolidated financial statements and in preparing an opening IFRS 
balance sheet at 1 January 2006 for the purposes of the transition to Adopted IFRSs. In accordance 
with IFRS 5 ‘Non-current Assets held for Sale and Discontinued Operations’ , the comparative income 
statement has been re-presented so that the disclosures in relation to discontinued operations 
relate to all operations that have been discontinued by the balance sheet date (see note 2). 
Transition to Adopted IFRSs
Both the Group and the company are preparing their financial statements in accordance with 
Adopted IFRS for the first time and consequently both have applied IFRS 1. An explanation of how 
the transition to Adopted IFRSs has affected the reported financial position, financial performance 
and cash flows of the Group is provided in note 28. Transition to adopted IFRSs did not have a 
significant effect on the company’s financial position and cash flow.
IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition 
period. The following exemptions have been taken in these financial statements:
Business combinations – Business combinations that took place prior to 1 January 2006 have not  »
been restated.
Cumulative translation differences – Cumulative translation differences for all foreign operations  »
have been set to zero at 1 January 2006.
Share-based payments – IFRS 2 is being applied to equity instruments that were granted after  »
7 November 2002 and that had not vested by 1 January 2006. 
Measurement convention
The financial statements are prepared on the historical cost basis. Non-current assets and disposal 
Groups held for sale are stated at the lower of previous carrying amount and fair value less costs to sell.
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly 
or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its 
activities. In assessing control, potential voting rights that are currently exercisable or convertible are 
taken into account. The financial statements of subsidiaries are included in the consolidated financial 
statements from the date that control commences until the date that control ceases.
Transactions eliminated on consolidation
IntraGroup balances and any unrealised gains and losses or income and expenses arising from 
intraGroup transactions, are eliminated in preparing the consolidated financial statements. 32 WIN plc    Annual Report and Accounts 2007
Notes (continued)
ACCOuNTING POlICIES (CONTINuED)
Foreign currency 
Transactions in foreign currencies are translated to the respective functional currencies of Group 
entities at the foreign exchange rate ruling at the date of the transaction. Monetary assets and 
liabilities denominated in foreign currencies at the balance sheet date are retranslated to the 
functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences 
arising on translation are recognised in the income statement. Non-monetary assets and liabilities 
that are measured in terms of historical cost in a foreign currency are translated using the exchange 
rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign 
currencies that are stated at fair value are retranslated to the functional currency at foreign 
exchange rates ruling at the dates the fair value was determined.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising 
on consolidation, are translated at foreign exchange rates ruling at the balance sheet date. The 
revenues and expenses of foreign operations are translated at an average rate for the year where this 
rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange 
differences arising from this translation of foreign operations are taken directly to the translation 
reserve. They are released into the income statement upon disposal.
Exchange differences arising from the translation of the net investment in foreign operations, and 
of related hedges are taken to translation reserve. They are released into the income statement 
upon disposal.
The Group has taken advantage of the relief available in IFRS 1 to deem the cumulative translation 
differences for all foreign operations to be zero at the date of transition to Adopted IFRSs 
1 January 2006.
Classification of financial instruments issued by the Group
Following the adoption of IAS 32, financial instruments issued by the Group are treated as equity 
only to the extent that they meet the following two conditions: 
they include no contractual obligations upon the company (or Group as the case may be) to  »
deliver cash or other financial assets or to exchange financial assets or financial liabilities with 
another party under conditions that are potentially unfavourable to the company (or Group); and 
where the instrument will or may be settled in the company’s own equity instruments, it is either  »
a non-derivative that includes no obligation to deliver a variable number of the company’s own 
equity instruments or is a derivative that will be settled by the company’s exchanging a fixed 
amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. 
Where the instrument so classified takes the legal form of the company’s own shares, the amounts 
presented in these financial statements for called up share capital and share premium account 
exclude amounts in relation to those shares. 
Finance payments associated with financial liabilities are dealt with as part of finance expenses. 
Finance payments associated with financial instruments that are classified in equity are treated as 
distributions and are recorded directly in equity.
Investments in debt and equity securities
Investments in subsidiaries are carried at cost less impairment.
Other investments in debt and equity securities held by the Group are classified as being available 
for sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity 
(in the fair value reserve), except for impairment losses. When these investments are derecognised, 
the cumulative gain or loss previously recognised directly in equity is recognised in profit or loss. Notes (continued)
33 WIN plc    Annual Report and Accounts 2007
ACCOuNTING POlICIES (CONTINuED)
Non-derivative financial instruments
Non-derivative financial instruments comprise investments in equity and debt securities, trade and 
other receivables, cash and cash equivalents, and trade and other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition 
they are measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they 
are measured at amortised cost using the effective interest method.
Intra-Group financial instruments
Where the company enters into financial guarantee contracts to guarantee the indebtedness of 
other companies within its Group, the company considers these to be insurance arrangements 
and accounts for them as such. In this respect, the company treats the guarantee contract as a 
contingent liability until such time as it becomes probable that the company will be required to 
make a payment under the guarantee.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated 
impairment losses.
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives 
of each part of an item of property, plant and equipment. The estimated useful lives are as follows:
l easehold improvements  – 3 years
Plant and equipment  – 3 years 
Computer equipment  – 3 years 
Furniture and equipment  – 3 years
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. 
Intangible assets and goodwill
Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying 
the purchase method. Goodwill represents amounts arising on acquisition of subsidiaries. In respect 
of business acquisitions that have occurred since 1 January 2006, goodwill represents the difference 
between the cost of the acquisition and the net fair value of the identifiable assets, liabilities and 
contingent liabilities acquired. Identifiable intangibles are those which can be sold separately or 
which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-
generating units and is not amortised but is tested annually for impairment. 
IFRS 1 grants certain exemptions from the full requirements of Adopted IFRSs in the transition 
period. The Group and company elected not to restate business combinations that took place 
prior to 1 January 2006. In respect of acquisitions prior to 1 January 2006, goodwill is included at  
1 January 2006 on the basis of its deemed cost, which represents the amount recorded under  
uK GAAP which was broadly comparable save that only separable intangibles were recognised and 
goodwill was amortised. On transition, certain items recognised as other intangibles under Adopted 
IFRSs have been separately accounted for with appropriate adjustments against goodwill and 
amortisation of goodwill ceased as required by IFRS 1. 
Negative goodwill arising on an acquisition is recognised immediately in profit or loss. Notes (continued)
34 WIN plc    Annual Report and Accounts 2007
ACCOuNTING POlICIES (CONTINuED)
Intangible assets and goodwill (continued)
Research and development
Expenditure on research activities is recognised in the income statement as an expense as incurred. 
Expenditure on development activities is capitalised if the product or process is technically and 
commercially feasible and the Group intends, has the technical ability and has sufficient resources 
to complete development, future economic benefits are probable and if the Group can measure 
reliably the expenditure attributable to the intangible asset during its development. Development 
activities involve a plan or design for the production of new or substantially improved products 
or processes. The expenditure capitalised includes the cost of materials, direct labour and an 
appropriate proportion of overheads. Other development expenditure is recognised in the income 
statement as an expense as incurred. Capitalised development expenditure is stated at cost less 
accumulated amortisation and less accumulated impairment losses.
Other intangible assets
Expenditure on internally generated goodwill and brands is recognised in the income statement as 
an expense as incurred. Other intangible assets that are acquired by the Group are stated at cost less 
accumulated amortisation and less accumulated impairment losses. 
Subsequent expenditure 
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the 
future economic benefits embodied in the specific asset to which it relates. All other expenditure is 
expensed as incurred. 
Amortisation 
Amortisation is charged to the income statement on a straight-line basis over the estimated 
useful lives of intangible assets unless such lives are indefinite. Intangible assets with an indefinite 
useful life and goodwill are systematically tested for impairment at each balance sheet date. Other 
intangible assets are amortised from the date they are available for use. The estimated useful lives 
are as follows:
capitalised development costs  3 – 5 years
computer software and technology  3 – 5 years
customer relationships   2 – 5 years
other intangible assets   5 years 
Cash and cash equivalents
Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are 
repayable on demand and form an integral part of the Group’s cash management are included as a 
component of cash and cash equivalents for the purpose of the statement of cash flows.
Impairment excluding deferred tax assets
The carrying amounts of the Group’s assets are reviewed at each balance sheet date to determine 
whether there is any indication of impairment; a financial asset is considered to be impaired if 
objective evidence indicates that one or more events have had a negative effect on the estimated 
future cash flows of that asset. If any such indication exists, the asset’s recoverable amount is estimated. 
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available 
for use, the recoverable amount is estimated at each balance sheet date. 
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating 
unit exceeds its recoverable amount. Impairment losses are recognised in the income statement. Notes (continued)
35 WIN plc    Annual Report and Accounts 2007
ACCOuNTING POlICIES (CONTINuED)
Impairment excluding deferred tax assets (continued)
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the 
carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying 
amount of the other assets in the unit on a pro rata basis. A cash generating unit is the smallest 
identifiable Group of assets that generates cash inflows that are largely independent of the cash 
inflows from other assets or Groups of assets.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in 
use. In assessing value in use, the estimated future cash flows are discounted to their present value 
using a pre-tax discount rate that reflects current market assessments of the time value of money and 
the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the 
recoverable amount is determined for the cash-generating unit to which the asset belongs.
Reversals of impairment
An impairment loss in respect of goodwill is not reversed. 
In respect of other assets, an impairment loss is reversed when there is an indication that the 
impairment loss may no longer exist and there has been a change in the estimates used to 
determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed 
the carrying amount that would have been determined, net of depreciation or amortisation, if no 
impairment loss had been recognised.
Share capital
Dividends 
Dividends are recognised as a liability in the period in which they are declared.
Employee benefits 
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the company pays fixed 
contributions into a separate entity and will have no legal or constructive obligation to pay further 
amounts. Obligations for contributions to defined contribution pension plans are recognised as an 
expense in the income statement as incurred.
Share-based payment transactions
The share option programme allows Group employees to acquire shares of the company. The fair 
value of options granted is recognised as an employee expense with a corresponding increase 
in equity. The fair value is measured at grant date and spread over the period during which the 
employees become unconditionally entitled to the options. The fair value of the options granted is 
measured using a black scholes model, taking into account the terms and conditions upon which 
the options were granted. The amount recognised as an expense is adjusted to reflect the actual 
number of share options that vest except where forfeiture is only due to share prices not achieving 
the threshold for vesting.  
Where the company grants options over its own shares to the employees of its subsidiaries 
it recognises, in its individual financial statements, an increase in the cost of investment in its 
subsidiaries equivalent to the equity-settled share-based payment charge recognised in its 
consolidated financial statements with the corresponding credit being recognised directly in equity. Notes (continued)
36 WIN plc    Annual Report and Accounts 2007
ACCOuNTING POlICIES (CONTINuED)
Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive 
obligation as a result of a past event, that can be reliably measured and it is probable that an 
outflow of economic benefits will be required to settle the obligation. Provisions are determined by 
discounting the expected future cash flows at a pre-tax rate that reflects risks specific to the liability.
Revenue
Revenue represents the amounts (excluding value added tax) derived from the provision of 
services to customers as transaction fees, development fees and monthly service fees. Revenue 
for transaction fees is recognised at the point of service delivery. Revenue for monthly service fees 
is recognised in the month to which it relates. Revenue for development work is recognised in 
proportion to the stage of completion of the transaction at the balance sheet date. The stage of 
completion is assessed by reference to reviews of work performed. No revenue is recognised if there 
are significant uncertainties regarding recovery of the consideration due or associated costs. 
Expenses 
Operating lease payments 
Payments made under operating leases are recognised in the income statement on a straight-line 
basis over the term of the lease. 
Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the effective interest 
rate method, interest receivable on funds invested, dividend income and foreign exchange gains 
and losses.
Interest income is recognised in the income statement as it accrues, using the effective interest 
method. Dividend income is recognised in the income statement on the date the entity’s right to 
receive payments is established which in the case of quoted securities is date. The interest expense 
component of finance lease payments is recognised in the income statement using the effective 
interest rate method.
Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is 
recognised in the income statement except to the extent that it relates to items recognised directly 
in equity, in which case it is recognised in equity. 
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted 
or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of 
previous years.
Deferred tax is provided using the balance sheet liability method, providing for temporary 
differences between the carrying amounts of assets and liabilities for financial reporting purposes 
and the amounts used for taxation purposes. The following temporary differences are not provided 
for: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect 
neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the 
extent that they will probably not reverse in the foreseeable future. The amount of deferred tax 
provided is based on the expected manner of realisation or settlement of the carrying amount of 
assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will 
be available against which the asset can be utilised. Deferred tax assets are reduced to the extent 
that it is no longer probable that the related tax benefit will be realised. Notes (continued)
37 WIN plc    Annual Report and Accounts 2007
Discontinued operations
A discontinued operation is a component of the Group’s business that represents a separate 
major line of business or geographical area of operations that has been disposed of or is held for 
sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued 
operation occurs upon disposal or when the operation meets the criteria to be classified as held 
for sale, if earlier. When an operation is classified as a discontinued operation, the comparative 
income statement is re-presented as if the operation had been discontinued from the start of the 
comparative period.
Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic 
EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the company 
by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is 
determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted 
average number of ordinary shares outstanding for the effects of all dilutive potential ordinary 
shares which comprises share options granted to employees.
Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing related 
products or services (business segment), or in providing products or services within a particular 
economic environment (geographical segment), which is subject to risks and returns that are 
different from those of other segments. Segment information is represented in respect of the 
Group’s business and geographical segments. The business segments are determined based on the 
Group’s management and internal reporting structure.
Adopted IFRS not yet applied
The following Adopted IFRSs were available for early application but have not been applied by the 
Group and the company in these financial statements. Their adoption is not expected to have a 
material affect on the financial statements unless otherwise indicated:
IFRIC 11 ‘IFRS 2 – Group and Treasury Share Transactions’ (mandatory for the year commencing on  »
or after 1 March 2007).
IFRS 8 ‘Operating segments’ – the effect of this standard has not yet been evaluated »
Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs requires management to make 
judgements, estimates and assumptions that affect the application of accounting policies and 
the reported amounts of assets, liabilities, income and expenses. Actual results may differ from 
these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting 
estimates are recognised in the period in which the estimates are revised and in any future 
periods affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in 
applying accounting policies that have the most significant effect on the amounts recognised in the 
financial statements is included in the following notes:
Note 3  –  Acquisition of subsidiaries
Note 18 – Provisions for liabilities
Note 24 – Employee share schemes Notes (continued)
38 WIN plc    Annual Report and Accounts 2007
DISCONTINuED OPERATION 2. 
During the year the company assigned the subscriber base of WIN Financial limited, its paging 
subsidiary, to MarketSource uK l td. WIN Financial limited had ceased trading at 31 December 2007 
and had not been disposed of. The contribution of WIN Financial limited to Group profit is set out 
below and includes the proceeds of the sale of the subscriber base:
Results of discontinued operation Note
2007
£’000
2006
£’000
Revenue 154 625
Cost of sales (92) (434)
                        
Gross profit 62 191
Administrative expenses (46) (106)
                        
Results from operating activities 16 85
Financial income 8 4 163
                        
Profit before income tax 20 248
Income tax expense 9 (13) (16)
                        
Profit for the year  7 232
                        
Basic earnings per share 0.1p 2.5p
Diluted earnings per share 0.1p 2.5p
ACQu ISITIONS OF Su BSIDIARIES    3. 
Effect of acquisitions
The acquisitions had the following effect on the Group’s assets and liabilities. 
Acquiree’s net assets at the acquisition date
Recognised 
values
£’000
Fair value  
adjustments
£’000
Carrying 
amounts
£’000
Property, plant and equipment 12 – 12
Intangible assets 1,255 1,195 60
Trade and other receivables 447 (3) 450
Cash and cash equivalents 26 – 26
Trade and other payables (170) 78 (248)
Deferred tax liability (339) (339) –
                                    
Net identifiable assets and liabilities 1,231 931 300
Goodwill on acquisition 1,750
       
Total consideration 2,981
Less consideration paid, satisfied in shares (971)
Less deferred consideration* (168)
       
Consideration paid, satisfied in cash 1,842
Less cash (acquired) (26)
       
Net cash outflow 1,816
*This is an estimate based upon management expectations. Notes (continued)
39 WIN plc    Annual Report and Accounts 2007
ACQuISITIONS OF SuBSIDIARIES (CONTINuED)
On 20 September 2007, the company acquired all of the shares in Quattrocomm AG for £2,683,000 
(including acquisition costs amounting to £78,000), £1,712,000 satisfied in cash and £971,000 in 
shares. Contingent consideration has been estimated at £168,000. This is based on future profits 
generated by Quattrocomm in 2008 and will be settled in shares at the end of 2008. Quattrocomm AG 
is a mobile content enabler focusing on managed rich-media content services for mobile network 
operators (“MNOs”) and content owners. In the three months to 31 December 2007, the subsidiary 
contributed net profit of £63,000 to the consolidated net profit for the year. If the acquisition had 
occurred on 1 January 2007, Group revenue would have been £40,087,000 and net profit would 
have been £1,158,000. In determining these amounts, management has assumed that the fair value 
adjustments that arose on the date of acquisition would have been the same if the acquisition 
occurred on 1 January 2007.
On 12 November 2007, the company acquired all of the shares in Pop-i Media limited (‘Pop-i’) 
for £5 and assumed Pop-i’s liabilities of £125,000. Acquisition costs amounted to £5,000. The 
company provides services (branded and white label) for individuals to upload images to media 
websites (principally ITN and Sky) and facilitates interactive competitions and promotions for these 
media clients. In the two months to 31 December 2007, Pop-i contributed losses of £23,000 to 
the consolidated net profit for the year. If the acquisition had occurred on 1 January 2007, Group 
revenue would have been an estimated £39,173,000 and net profit would have been £1,070,000. In 
determining these amounts, management has assumed that the fair value adjustments that arose 
on the date of acquisition would have been the same if the acquisition occurred on 1 January 2007.
Included in the £1,750,000 of goodwill recognised are intangible assets that do not meet the 
definition of intangible assets under IAS38. These items include an assembled workforce and 
operating synergies.
SEGMENT REPORTING 4. 
All revenue was derived from the Group’s principal activity. In the opinion of the directors the 
activities of the Group fall into one class of business segment, which they consider to be the primary 
segment. Revenue is disclosed by destination.
Segment analysis UK Rest of world Total
2007
£’000
2006
£’000
2007
£’000
2006
£’000
2007
£’000
2006
£’000
Revenue 38,056 36,944 1,117 583 39,173 37,527
                                          
Results from  
operating activities 1,580 2,165 (67) (71) 1,513 2,094
                                          
Total assets 17,969 15,366 1,726 1,002 19,695 16,368
                                          
Total liabilities (6,628) (5,939) (1,429) (1,018) (8,057) (6,957)
                                          
Capital expenditure 1,149 1,216 44 8 1,193 1,224 Notes (continued)
40 WIN plc    Annual Report and Accounts 2007
ExPENSES AND AuDITORS REMuNERATION 5. 
Profit before income tax expense is stated after charging:
2007
£’000
2006
£’000
Depreciation of tangible fixed assets – owned 492 447
Amortisation of acquired intangible assets 462 162
Amortisation of development costs 244 116
Amortisation of other intangible assets 27 –
Impairment loss on goodwill 68 –
Hire of plant and machinery –  
rentals payable under operating leases 295 295
Hire of other assets – rentals payable under operating leases 41 25
Auditors’ remuneration:
2007
£’000
2006
£’000
Audit of these financial statements 32 20
Amounts receivable by auditors and their associates in respect of:
Audit of financial statements of subsidiaries 46 51
Other services relating to taxation 10 48
Other services relating to acquisition investigations 47 –
Other services relating to IFRS transition and review  
of interim statements 31 21
              
166 140
Fees paid to the auditors in respect of non-audit work in the year are for the preparation of 
corporation tax returns, together with corporation and indirect taxation advice, as well as due 
diligence and other acquisition advice and review of IFRS transition and interim statements. These 
services are reviewed by the Board of Directors to ensure that the independence of the auditors is 
not compromised. Notes (continued)
41 WIN plc    Annual Report and Accounts 2007
DIRECTORS’ REMuNERATION 6. 
2007
£’000
2006
£’000
Directors’ emoluments 472 436
Company contributions to defined contribution stakeholder 
pension scheme 34 27
Compensation for loss of office 77 –
The aggregate of emoluments of the highest paid director was £150,000 (2006: £104,000) and 
company pension contributions of £4,000 (2006: £7,000) were made to a defined contribution 
stakeholder pension scheme on his behalf.
Directors’ emoluments proforma information
The total aggregated emoluments for the year ended 31 December 2007, paid by all 
Group companies, to the Directors of the company who held office during the year ended 
31 December 2007, was as follows:
2007
 Emoluments
 
£’000
2007 
Bonus
£’000
2007
Compensation 
for loss  
of office
£’000
2007
Pension
 
£’000
2007
Total 
£’000
R W Joyce 45 – – – 45
J Rands 99 – – 17 116
M A Paver 41 – 77 6 124
M de Kare-Silver 22 – – – 22
P Martin 22 – – – 22
G Rivers 150 – – 4 154
L Moir 93 – – 7 100
472 – 77 34 583 Notes (continued)
42 WIN plc    Annual Report and Accounts 2007
DIRECTORS’ REMuNERATION (CONTINuED)
The total aggregated emoluments for the year ended 31 December 2006, paid by all 
Group companies, to the Directors of the company who held office  during the year ended 
31 December 2006, was as follows:
2006
 Emoluments 
£’000
2006
 Bonus 
£’000
2006 
Compensation 
for loss of 
office 
£’000
2006 
Pension
 
£’000
2006
 Total
 £’000
PL Button 82 – – 3 85
R W Joyce 53 – – – 53
J Rands 97 – – 16 113
M A Paver 104 – – 7 111
M de Kare-Silver 22 – – – 22
P Martin 22 – – – 22
G Rivers 56 – – 1 57
436 – – 27 463
Number of directors
2007 2006
Retirement benefits are accruing to the following  
number of directors under:
Defined contribution stakeholder pension schemes 3 3
Directors’ rights to subscribe for shares in or debentures of the company and its subsidiaries are 
indicated below:
At 
beginning
of period Granted
At end
of period
Exercise
 price
£
Date first 
exercisable
Date of
 expiry
R W Joyce 181,475 – 181,475 £2.060 3 May 2003 3 May 2012
J Rands 181,475 – 181,475 £2.060 3 May 2003 3 May 2012
M A Paver 60,000 – 60,000 £2.020 6 Oct 2006 6 Oct 2014
G Rivers 300,000 – 300,000 £1.200 14 Aug 2007 14 Aug 2016
L Moir – 100,000 100,000 £2.190 23 Apr 2008 23 Apr 2017
722,950 100,000 822,950 Notes (continued)
43 WIN plc    Annual Report and Accounts 2007
STAFF NuMBERS AND COSTS 7. 
The average number of persons employed by the Group and company (including directors) during 
the year, analysed by category, was as follows:
Number of employees
Group
Number of employees
Company 
2007 2006 2007 2006
Management 10 9 6 6
Sales and marketing 18 21 – –
Administration 10 9 – –
Operations and development 37 40 – –
                            
75 79 6 6
The aggregate payroll costs of these persons were as follows:
Group Company 
Note
2007
£’000
2006
£’000
2007
£’000
2006
£’000
Wages and salaries 3,204 3,193 549 393
Social security costs 360 373 62 75
Other pension costs 206 238 34 27
Share-based payments 24 90 102 122 24
                            
3,860 3,906 767 519 Notes (continued)
44 WIN plc    Annual Report and Accounts 2007
FINANCIAl INCOME – GROuP 8. 
2007
£’000
2006
£’000
Continuing operations
Bank interest receivable 150 174
Early settlement discounts 10 51
Interest receivable on rent deposit 7 4
              
Financial income from continuing operations 167 229
              
Discontinued operation
Bank interest receivable 4 3
Other finance income – 160
              
Financial income from discontinued operations 4 163
              
171 392
Other finance income of £nil (2006: £160,000) arose following the early settlement of a loan payable 
to Swisscom SA. 
INCOME TAx ExPENSE 9. 
2007 
£’000
2006 
£’000
Current tax expense
Current year 624 579
Adjustments for prior years 42 3
              
Current tax expense 666 582
              
Deferred tax expense
Origination and reversal of temporary differences (72) 91
              
Deferred tax expense (72) 91
              
Tax expense in income statement  
(excluding tax on discontinued operation) 594 673
Tax from discontinued operation 13 16
              
Total tax expense 607 689
Recognised in the income statement Notes (continued)
45 WIN plc    Annual Report and Accounts 2007
INCOME TAx ExPENSE (CONTINuED) 9. 
Reconciliation of effective tax rate
2007 
£’000
2006 
£’000
Profit for the year 1,093 1,882
Total tax expense (including tax on discontinued operations  
and equity accounted investees) 607 689
              
Profit excluding taxation 1,700 2,571
Tax using the UK corporation tax rate of 30% (2006: 30%) 510 771
Effect of tax rates in foreign jurisdictions (16) –
Non-deductible expenses 421 11
R&D tax credit (89) –
Tax exempt adjustments (6) (45)
Marginal relief – (3)
Losses relating to foreign subsidiary 41 21
Decrease in losses carried forward (296) (69)
Adjustments in respect of prior periods 42 3
              
Total tax expense (including tax on discontinued operations) 607 689 Notes (continued)
46 WIN plc    Annual Report and Accounts 2007
EARNINGS PER ShARE 10. 
2007
£’000
2006
£’000
Profit for the year from continuing operations 1,086 1,650
Profit for the year from discontinued operation 7 232
Profit for the year 1,093 1,882
Profit before tax 1,680 2,323
Adjustments to the profit before tax for the year:
Share-based payment charges 90 102
Intangible asset amortisation 489 162
Goodwill impairment 68 –
Non recurring costs 323 100
Underlying profit before tax for the year 2,650 2,687
Number  
of shares
Number  
of shares
Weighted average number of shares in issue 9,711,139 9,525,626
Dilutive effect of share options 168,454 42,591
Fully diluted weighted average number of shares in issue 9,879,593 9,568,217
From continuing operations
Basic earnings per share 11.2p 17.3p
Diluted earnings per share 11.0p 17.2p
From discontinued operation
Basic earnings per share 0.1p 2.5p
Diluted earnings per share 0.1p 2.5p
Total (including discontinued operation)
Basic earnings per share 11.3p 19.8p
Diluted earnings per share 11.1p 19.7p
Adjusted earnings per share 19.3p 20.4p
Earnings per share are calculated by dividing the profit on ordinary activities attributable to 
shareholders by the weighted average number of shares in issue during the year. The weighted 
average number of shares in the diluted earnings per share calculation is the figure used in the 
basic earnings per share calculation adjusted by the number of shares deemed to be issued for 
no consideration. Notes (continued)
47 WIN plc    Annual Report and Accounts 2007
PROPERTy, Pl ANT AND EQu IPMENT 11. 
Group
Leasehold
improvements
£’000
Plant and
equipment
£’000
Computer
equipment
£’000
Furniture
 and
equipment
£’000
Total
£’000
Cost
Balance at 1 January 2006 303 377 1,501 135 2,316
Additions 64 – 500 10 574
Additions from acquisition – – – 16 16
                                                                      
Balance at 31 December 2006 367 377 2,001 161 2,906
                                                                      
Balance at 1 January 2007 367 377 2,001 161 2,906
Additions 20 – 562 24 606
Additions from acquisition – – 11 1 12
Disposals – (292) (334) – (626)
                                                                      
Balance at 31 December 2007 387 85 2,240 186 2,898
                                                                      
Depreciation
Balance at 1 January 2006 246 324 949 112 1,631
Charged in year 43 32 356 16 447
                                                                      
Balance at 31 December 2006 289 356 1,305 128 2,078
                                                                      
Balance at 1 January 2007 289 356 1,305 128 2,078
Charged in year 44 21 402 25 492
Disposals – (292) (320) – (612)
                                                                      
Balance at 31 December 2007 333 85 1,387 153 1,958
                                                                      
Carrying amounts
At 1 January 2006 57 53 552 23 685
At 31 December 2006 78 21 696 33 828
At 1 January 2007 78 21 696 33 828
At 31 December 2007 54 – 853 33 940 Notes (continued)
48 WIN plc    Annual Report and Accounts 2007
INTANGIBlE ASSETS 12. 
Group
Goodwill
£’000
Other
intangible
 assets
£’000
Development
costs
£’000
Licences
£’000
Total
£’000
Cost
At 1 January 2006 727 – – – 727
Acquisitions through business 
combinations 667 1,833 – – 2,500
Other acquisitions – internally 
developed and additions – – 650 – 650
                                                                      
At 31 December 2006 1,394 1,833 650 – 3,877
                                                                      
At 1 January 2007 1,394 1,833 650 – 3,877
Acquisitions through business 
combinations 1,750 1,224 – 31 3,005
Other acquisitions – internally 
developed and additions – – 554 33 587
                                                                      
At 31 December 2007 3,144 3,057 1,204 64 7,469
                                                                      
Amortisation
At 1 January 2006 14 – – – 14
Charged in year – 162 116 – 278
                                                                      
At 31 December 2006 14 162 116 – 292
                                                                      
At 1 January 2007 14 162 116 – 292
Charged in year – 462 244 27 733
Impairment charge 68 – – – 68
Effect of movements  
in foreign exchange 2 – – – 2
                                                                      
At 31 December 2007 84 624 360 27 1,095
                                                                      
Carrying amounts
At 1 January 2006 713 – – – 713
At 31 December 2006 1,380 1,671 534 – 3,585
At 1 January 2007 1,380 1,671 534 – 3,585
At 31 December 2007 3,060 2,433 844 37 6,374
The goodwill and acquired intangible assets recognised during the year arose following the 
acquisitions of Quattrocomm AG and Pop-i Media limited by WIN plc (note 3).  Notes (continued)
49 WIN plc    Annual Report and Accounts 2007
INTANGIBlE ASSETS (CONTINuED)
Other intangible assets consist mainly of computer software and technology and customer relationships.
The recoverable amount of the Quattrocomm cash generating unit was based on its value in use. 
value in use was determined by discounting the estimated future cash flows generated from the 
business and was based on the following key assumptions:
The key assumption is sales growth based on future plans for the business and historical growth. 1. 
A post tax discount rate of 7.5% was applied in determining the recoverable amount. 2. 
Cash flows were projected based on actual operating results and the five year forecast. 3. 
Cash flows are assumed to last for five years. 4. 
INvESTMENTS IN SuBSIDIARIES 13. 
Company 
Investment in 
subsidiaries
£’000
Cost
At beginning of year 3,678
Additions 2,967
              
At end of year 6,645
              
Impairment
Impairment charge 591
              
At end of year 591
Net book value  
At 31 December 2007 6,054
             
Net book value 
At 31 December 2006 3,678 Notes (continued)
50 WIN plc    Annual Report and Accounts 2007
INvESTMENTS IN SuBSIDIARIES (CONTINuED)
The companies in which the company’s interest at the year end is more than 20% are as follows:
Subsidiary undertakings
Country of
incorporation
Principal
activity
Class and %
of shares held
WIN Societe Anonyme 
Wireless Products  
and Services (WIN SA) Greece Data systems and services Ordinary 100%
WIN Interactive Limited 
(formerly Cumulus  
Technology Limited) England & Wales Data systems and services Ordinary 100%
Wireless Information  
Network Limited England & Wales Data systems and services Ordinary 100%
WIN Financial Limited* England & Wales Data systems and services Ordinary 100%
WIN Mobile Limited* England & Wales Dormant Ordinary 100%
Bellboy Limited ** England & Wales Dormant Ordinary 100%
Wireless Information  
Network Inc. ** USA Dormant Ordinary 100%
WIN Mobile Limited Republic of Macedonia Data systems and services Ordinary 100%
Quattrocomm AG Switzerland Data systems and services Ordinary 100%
Quattrocomm GmbH*** Germany Data systems and services Ordinary 100%
IMD Europe KFT*** Hungary Data systems and services Ordinary 100%
Pop-i Media Limited England & Wales Data systems and services Ordinary 100%
*  This company is held indirectly through Wireless Information Network limited.
** These companies are held indirectly through WIN Financial limited.
*** These companies are held indirectly through Quattrocomm AG.
The results of Wireless Information Network limited, WIN SA, WIN Interactive limited, WIN Financial 
limited, Quattrocomm AG, Quattrocomm Gmbh, IMD Europe KFT and Pop-i Media limited are 
included in the consolidation.
OThER FINANCIAl ASSETS 14. 
Group
2007
£’000
2006
£’000
Investment classified as available for sale 100 100
The investment classified as available for sale (Group and company) relates to a 13% investment in 
Textanywhere limited. There is no significant difference between the original amount invested and 
the fair value of the investment at the end of the year. Notes (continued)
51 WIN plc    Annual Report and Accounts 2007
OThER FINANCIAl ASSETS (CONTINuED)
Company 
2007
£’000
2006
£’000
Loan due from subsidiary undertaking  
classified as loans and receivables 893 818
Investment classified as available for sale 100 100
                                
993 918
The loan is payable by WIN Societe Anonyme Wireless Products and Services (WIN SA) to 
the company, the amounts above representing the element of the loan which is due to the 
company after one year (the current portion of £99,000 (2006: £91,000) is included within Trade 
and other receivables). The carrying amount of the loan as at 31 December 2007 is €1,350,000 
(2006: €1,350,000).
TRADE AND OThER RECEIvABlES 15. 
Group  Company
2007
£’000
2006
£’000
2007
£’000
2006
£’000
Trade debtors 4,454 3,561 – –
Amounts owed by Group undertakings – – 99 91
Other debtors 190 286 33 33
Prepayments and accrued income 2,986 4,192 53 5
                                                                
7,630 8,039 185 129
TRADE AND OThER PAyABlES 16. 
Group Company
2007
£’000
2006
£’000
2007
£’000
2006
£’000
Trade creditors 4,386 3,300 166 8
Amounts owed to Group undertakings – – 2,540 3,023
Other creditors 114 312 86 134
Accruals and deferred income 2,335 2,373 26 19
                                                                
6,835 5,985 2,818 3,184 Notes (continued)
52 WIN plc    Annual Report and Accounts 2007
DEFERRED TAx lIABIlIT y 17. 
2007
£’000
2006
£’000
The elements of deferred taxation are as follows:
Property, plant and equipment 82 63
Intangible assets (905) (615)
Share-based payments – 4
                             
Net liability (823) (548)
                            
Movement in deferred tax asset/(liability):
At beginning of year (548) 57
Property, plant and equipment 19 47
Intangible assets (290) (615)
Share-based payments (4) (23)
Tax loss carry-forwards – (14)
                             
Deferred tax liability (823) (548)
The deferred tax asset recognised by the company at 31 December 2007 was £nil (2006: £1,000). The 
Group has tax losses at the year end of £900,000 (2006: £1,900,000) relating to one of its subsidiaries 
on which no deferred tax has been provided.
PROvISIONS FOR lIABIlITIES 18. 
Group 
2007
£’000
2006
£’000
At beginning of year 120 249
Credit to the profit and loss account for the year (18) (129)
                                
At end of year 102 120
Company 
2007
£’000
2006
£’000
At beginning of year 33 70
Credit to the profit and loss account for the year – (37)
                                
At end of year 33 33
The above Group provision partially relates to an empty property leased by the business but no 
longer in use. The reduction in the provision of £18,000 in the year partially relates to a revision of 
the estimate as further information became available during the year. The remaining period of the 
lease is 3 years and the provision is for the onerous element.
Also included within the Group provision, and shown separately as a company provision, is £33,000 
(2006: £33,000) relating to potential costs associated with the settlement of a dispute concerning 
employee share options.  The directors believe that these costs are fully recoverable and therefore 
an amount of £33,000 (2006: £33,000) is included within other debtors.  Notes (continued)
53 WIN plc    Annual Report and Accounts 2007
CAPITAl AND RESERvES 19. 
Reconciliation of movement in capital and reserves
Group 
 
Share  
capital
£’000
Shares 
to be 
issued
£’000
Share 
premium
£’000
Capital 
redemption 
reserve
£’000
Merger 
reserve
£’000
Retained 
earnings
£’000
Total
£’000
Balance at  
1 January 2006 947 – 2,154 656 8,118 (4,563) 7,312
Prior year adjustment – – – – – 27 27
Total recognised  
income and expense – – – – – 1,889 1,889
Shares issued 7 – 74 – – – 81
Share-based payments – – – – – 102 102
Balance at  
31 December 2006 954 – 2,228 656 8,118 (2,545) 9,411
Balance at  
1 January 2007 954 – 2,228 656 8,118 (2,545) 9,411
                                                 
Total recognised  
income and expense – – – – – 1,010 1,010
Shares issued 54 – 60 – 922 – 1,036
Shares to be issued  
(note 3) – 168 – – – – 168
Share-based payments – – – – – 90 90
Dividends to 
shareholders – – – – – (77) (77)
                                                 
Balance at  
31 December 2007 1,008 168 2,288 656 9,040 (1,522) 11,638 Notes (continued)
54 WIN plc    Annual Report and Accounts 2007
CAPITAl AND RESERvES (CONTINuED)
Company 
Share  
capital
£’000
Shares 
to be 
issued
£’000
Share 
premium
£’000
Capital 
redemption 
reserve
£’000
Merger 
reserve
£’000
Retained 
earnings
£’000
Total
£’000
Balance at  
1 January 2006 947 – 2,154 656 – (686) 3,071
Total recognised  
income and expense – – – – – (658) (658)
Shares issued 7 – 74 – – – 81
Share-based payments – – – – – 24 24
                                                 
Balance at  
31 December 2006 954 – 2,228 656 – (1,320) 2,518
                                   
Balance at  
1 January 2007 954 – 2,228 656 – (1,320) 2,518
Total recognised  
income and expense – – – – – 787 787
Shares issued 54 – 60 – 922 – 1,036
Shares to be issued 
(note 3) – 168 – – – – 168
Share-based payments – – – – – 102 102
Dividends to 
shareholders – – – – – (77) (77)
                                                 
Balance at  
31 December 2007 1,008 168 2,288 656 922 (508) 4,534
Share capital: number of shares
Group and Company
Ordinary shares
2007
000
2006
000
On issue at 1 January 9,541 9,465
Exercise of share options 46 76
Issued as consideration for acquisitions 494 –
              
On issue at 31 December – fully paid 10,081 9,541
At 31 December 2007, the authorised share capital comprised 30,000,000 ordinary shares of 
10 pence (2006: 30,000,000 of 10 pence).
The holders of ordinary shares are entitled to receive dividends as declared and are entitled to one 
vote per share at meetings of the company.  Notes (continued)
55 WIN plc    Annual Report and Accounts 2007
CONTINGENT lIABIlITIES 20. 
Wireless Information Network limited has given a fixed and floating charge over the undertaking, 
all property, assets present and future, including goodwill, book debts, uncalled capital, buildings, 
fixtures fixed, plant and machinery to National Westminster Bank plc. 
OPERATING lEASES 21. 
Leases as lessee 
Non-cancellable operating lease rentals are payable as follows: 
2007
£’000
2006
£’000
Less than one year 336 338
Between one and five years 1,162 1,239
More than five years 712 971
              
2,210 2,548
The Group leases a number of offices and office facilities under operating leases.  None of the leases 
includes contingent rentals.
One of the leased properties has been sublet by the Group. The lease expires in June 2011 and the 
sublease expires in June 2009. Sublease payments of £20,000 are expected to be received during the 
following financial year. The Group has recognised a provision of £69,000 in respect of this lease (see 
note 18).
During the year ended 31 December 2007, £336,000 was recognised as an expense in the income 
statement in respect of operating leases (2006: £344,000).
CASh AND CASh EQuIv AlENTS 22. 
2007 
£000
2006 
£000
Cash and cash equivalents per balance sheet 4,651 3,816
              
Cash and cash equivalents per cash flow statements 4,651 3,816
PENSION SChEME 23. 
The Group operates a defined contribution stakeholder pension scheme.  The pension charge for the 
year represents contributions payable to that scheme and amounted to £206,000 (2006: £238,000).
There were no outstanding or prepaid contributions at either the beginning or end of the financial year. Notes (continued)
56 WIN plc    Annual Report and Accounts 2007
EMPl OyEE ShARE SChEMES 24. 
Share-based payments – Group
The Group has share option schemes whereby directors and employees are able to subscribe for 
ordinary shares in the Group. 
Share options are granted on the recommendation of the Remuneration Committee. The schemes 
are used to provide long-term incentives to the recipients to assist in creating and sustaining growth 
in share value. Share options granted are conditional on continued employment of up to four years 
after the grant of the option. These share options have been granted periodically, typically twice a 
year to eligible employees. The company has shareholder approval for share options of up to 18% of 
the issued ordinary share capital. At 31 December 2007 the outstanding share options represented 
11.2% of the issued share capital. 
All share incentives are over 10p ordinary shares of the company. The Group grants share incentives 
to employees in the form of share options. Share options vest over a period of 0 to 4 years, whilst 
individuals are employed by the Group or by agreement by the remuneration committee. There are 
no market conditions associated with the share option grants.
The employee expense is recognised equally over the time from grant until vesting of the incentive. 
The employee expense in 2007 was £90,000 (2006: £102,000). The fair value has been measured 
using a black scholes model. The expected volatility is based on the historic volatility. The material 
inputs into the model have been:
Share option
Granted 
02/05/2006
Granted 
14/08/2006
Granted 
23/04/2007
Granted 
02/07/2007
 
Average fair value £0.912 £0.468 £0.648 £0.678
Share price at grant £3.200 £1.200 £2.190 £2.300
Exercise price £3.200 £1.200 £2.190 £2.300
Vesting periods 1-4 years 1-4 years 1-4 years 1-4 years
Expected volatility 40% 60% 40% 40%
Expected life 10 years 10 years 10 years 10 years
Expected dividends 0% 0% 0% 0%
Risk-free rate of return 4.67% 4.75% 5.54% 5.59% Notes (continued)
57 WIN plc    Annual Report and Accounts 2007
EMPl OyEE ShARE SChEMES (CONTINuED)
Share-based payments – Group (continued)
The number and weighted average exercise prices of share options at 31 December 2007 were as follows:
Weighted 
average 
exercise 
price
Number
of options
Weighted 
average 
exercise 
price
Number
of options
31 Dec 2007 31 Dec 2007 31 Dec 2006 31 Dec 2006
Outstanding at the beginning of the period £1.827 1,394,175 £1.934 1,515,900
Forfeited during the period £1.778 (92,250) £1.991 (413,475)
Exercised during the period £1.385 (46,250) £1.384 (58,250)
Surrendered during the period £2.006 (296,475) – –
Granted during the period £2.237 175,000 £1.486 350,000
                            
Outstanding at the end of the period £1.866 1,134,200 £1.827 1,394,175
                            
Exercisable at the end of the period £1.950 708,606 £1.918 886,800
For all share options exercised in 2007 the weighted average share price at the time of exercise was 
£2.076 (2006: £3.075).
Share-based payments – Company
The company has share option schemes whereby directors and employees are able to subscribe for 
ordinary shares in the company. The terms of the scheme are the same as described in the Group 
note above.
The employee expense is recognised equally over the time from grant until vesting of the incentive. 
The employee charge in 2007 was £122,000 (2006: £24,000). The fair value has been measured using 
a black scholes model. The expected volatility is based on the historic volatility. 
The material inputs into the model have been:
Share option
Granted 
14/08/2006
Granted 
23/04/2007
   
Average fair value £0.468 £0.648
Share price at grant £1.200 £2.190
Exercise price £1.200 £2.190
Vesting periods 1-4 years 1-4 years
Expected volatility 60% 40%
Expected life 10 years 10 years
Expected dividends 0% 0%
Risk-free rate of return 4.75% 5.54% Notes (continued)
58 WIN plc    Annual Report and Accounts 2007
EMPl OyEE ShARE SChEMES (CONTINuED)
Share-based payments – Company (continued)
The number and weighted average exercise prices of share options at 31 December 2007 were as follows:
Weighted 
average 
exercise 
price
Number
of options
Weighted 
average 
exercise 
price
Number
of options
31 Dec 2007 31 Dec 2007 31 Dec 2006 31 Dec 2006
Outstanding at the beginning of the period £1.797 1,004,425 £2.026 826,925
Forfeited during the period – – £1.881 (122,500)
Exercised during the period – – – –
Surrendered during the period £2.046 (281,475) – –
Granted during the period £2.190 100,000 £1.20 300,000
                            
Outstanding at the end of the period £1.759 822,950 £1.797 1,004,425
                            
Exercisable at the end of the period £1.926 497,950 £2.055 624,425
RElATED PARTy DISCl OSuRES 25. 
Group
The directors consider there to be no ultimate controlling party.
During the year there were payments made to R W Joyce, a director of the company, totalling 
£14,000 (2006: £22,000) for consultancy services. 
Directors of the company and their immediate relatives control 5% percent of the voting shares  
of the company. 
Company
The company received a dividend of £2,200,000 (2006: £nil) from Wireless Information Network 
limited during the year. There have been no other significant transactions with any other Group 
companies as set out in note 13. Notes (continued)
59 WIN plc    Annual Report and Accounts 2007
POST BAlANCE ShEET EvENTS 26. 
On 21st January 2008, the company acquired the entire issued share capital of Pocket Group l td 
(“Pocket Group”) for a maximum consideration of £4,500,000. The company paid an initial 
consideration of £1,037,000 in cash on completion, with a further three payments, comprising one in 
March 2008 and then two further payments in 2008 and 2009 dependent upon the performance of 
Pocket Group for the years to 31 March 2008 and 2009 respectively. The committed minimum total 
consideration is £1,400,000 and the maximum total consideration is £4,500,000.
Pocket Group, established in 1999, is one of the leading mobile entertainment companies in Europe, 
providing mobile technology, content and marketing services to over 50 operators across the world. 
Pocket Group specialises in mobile music and video content, and represents the mobile sector rights 
for over 1,500 independent record labels and bands, helping them maximise their revenues from 
mobile distribution.
At the date that these Directors’ report and consolidated financial statements were signed, 
completion accounts for Pocket Group are not available and it is therefore not possible to disclose 
the carrying value of Pocket Group’s assets, liabilities and contingent liabilities.
FINANCIAl INSTRuMENTS 27. 
Policies
The Group’s and company’s financial instruments comprise trade debtors, trade creditors, cash  
and equity shares. The main purpose of these financial instruments is to raise finance for the  
Group’s operations.
It is, and has been throughout the period under review, the Group’s policy that no trading in 
financial instruments shall be undertaken. The main risks arising from the Group’s financial 
instruments are interest rate risk, liquidity risk and foreign currency risk. The Board reviews and 
agrees policies for managing each of these risks and they are summarised below.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial 
instrument fails to meet its contractual obligations, and arises principally from the Group’s 
receivables from customers and investment securities.
The carrying amount of financial assets represent the maximum credit exposure. The maximum 
exposure to credit risk at the reporting date was:
Group Company
2007
£’000
2006
£’000
2007
£’000
2006
£’000
Trade debtors 4,454 3,561 – –
Amounts owed by Group undertakings – – 99 91
Other debtors 190 286 33 33
Prepayments and accrued income 2,986 4,192 53 5
Cash and cash equivalents 4,651 3,816 153 1,010
                                                                
12,281 11,855 338 1,139 Notes (continued)
60 WIN plc    Annual Report and Accounts 2007
FINANCIAl INSTRu MENTS  (CONTINu ED)
Credit risk (continued)
The maximum exposure to credit risk for trade receivables at the balance sheet date by geographic 
region was:
Group
2007
£’000
Group
2006
£’000
UK 3,894 3,390
Rest of world 560 171
              
4,454 3,561
The aging of trade receivables at the balance sheet date was:
Group
Gross
2007 
£’000
Impairment
2007 
£’000
Gross
2006 
£’000
Impairment
2006 
£’000
Not past due 2,862 – 2,830 1
Past due 0-30 days 646 2 115 4
Past due 31-60 days 371 38 354 4
More than 60 days 755 140 374 103
                            
4,634 180 3,673 112
The movement in the allowance for impairment in respect of trade receivables during the year was 
as follows:
 
 
Group
2007 
£’000
Group
2006 
£’000
Balance at 1 January 112 135
Provided during the year 96 8
Utilised during the year (28) (31)
              
Balance at 31 December 180 112
Based on historic default rates, the Group believes that no general impairment allowance is 
necessary in respect of trade receivables. The allowance account for trade receivables is used to 
record impairment losses unless the Group or company is satisfied that no recovery of the amount 
owing is possible; at that point the amounts considered irrecoverable are written off against the 
trade receivables directly.
Interest risk
The Group and company has financed its operations through equity.
The Group at the year end held cash at bank amounts of £4,651,000 (ompany: £153,000) for the 
majority of which the applicable interest rate is 0.1% below the Bank of England base rate. Notes (continued)
61 WIN plc    Annual Report and Accounts 2007
FINANCIAl INSTRuMENTS (CONTINuED)
Liquidity risk 
As regards liquidity, the Group’s policy has throughout the year been to ensure continuity of 
funding.  The Group and company has not entered into any derivative transactions in either year.
All trade payables (note 16) are due to be paid within six months of the balance sheet date 
(2006: within six months).
Currency risk
The Group has a small amount of trading with overseas customers which are settled in foreign 
currencies. The majority of the sales however are denominated and settled in sterling.
The Group at the year end held cash at bank amounts of 343,000 EuR (for which the uK pound 
equivalent was £252,000), 9,000 Swiss Francs (for which the uK pound equivalent was £4,000), 
154,000 hungarian Forints (for which the uK pound equivalent was £nil) and 20,000 Australian 
Dollars (for which the uK pound equivalent was £9,000).  The company at year end did not hold any 
material cash at bank amounts denominated in a foreign currency. 
Financial assets
The Group and company has no financial assets, other than short-term debtors and cash at  
bank balances.
Fair values
There are deemed to be differences of £nil (2006: £nil) of a material nature between the carrying 
values and the fair values of trade and other receivables, cash and cash equivalents and trade and 
other payables.
ExPlANATION OF TRANSITION TO Eu ADOPTED IFRS 28. s
As stated in note 1(a), these are the Group’s first financial statements prepared in accordance with IFRSs.
The accounting policies set out in note 1 have been applied in preparing the financial statements 
for the year ended 31 December 2007, the comparative information presented in these financial 
statements for the year ended 31 December 2006 and in the preparation of an opening IFRS balance 
sheet at 1 January 2006 (the Group’s date of transition).
In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously 
in financial statements prepared in accordance with its old basis of accounting (previous GAAP). An 
explanation of how the transition from previous GAAP to IFRSs has affected the Group’s financial 
position, financial performance and cash flows is set out in the following tables and the notes that 
accompany the tables.
The transition from previous GAAP to IFRSs did not have a significant effect on the company’s 
financial position and cash flows. Notes (continued)
62 WIN plc    Annual Report and Accounts 2007
ExPlANATION OF TRANSITION TO Eu ADOPTED IFRSs (CONTINuED)
Reconciliation of equity for the year ended 31 December 2006 – Group
1 January 2006 31 December 2006
Note
UK 
GAAP
£’000
Effect of 
transition 
to adopted 
IFRSs
£’000
Adopted 
IFRSs
£’000
UK 
GAAP
£’000
Effect of 
transition 
to adopted 
IFRSs
£’000
Adopted 
IFRSs
£’000
Non-current assets
Property, plant  
and equipment 685 – 685 828 – 828
Goodwill 713 – 713 2,503 (1,123) 1,380
Acquired intangible assets  – – – – 1,671 1,671
Development costs – – – – 534 534
Intangible assets a, b 713 – 713 2,503 1,082 3,585
Other financial assets 100 – 100 100 – 100
Deferred tax assets c 30 – 30 67 (67) –
Total non-current assets 1,528 – 1,528 3,498 1,015 4,513
Current assets
Trade and other receivables 13,155 – 13,155 8,039 – 8,039
Cash and cash equivalents 2,906 – 2,906 3,816 – 3,816
Total current assets 16,061   – 16,061 11,855 – 11,855
Total assets 17,589 – 17,589 15,353 1,015 16,368
Current liabilities
Other interest bearing 
loans and borrowings (160) – (160) – – –
Trade and other payables (7,503) – (7,503) (5,808) – (5,808)
Tax payable (1,725) – (1,725) (481) – (481)
Total current liabilities (9,388)       – (9,388) (6,289)       –  (6,289) 
Non-current liabilities
Other loans and borrowings (640) – (640) – – –
Deferred tax liability c – – – – (548) (548)
Provisions (249) – (249) (120) – (120)
Total non-current liabilities (889)           – (889) (120)   (548) (668)   
Total liabilities (10,277) – (10,277) (6,409) (548) (6,957)
Net assets 7,312 – 7,312 8,944 467 9,411
Equity attributable to equity holders of the parent 
Share capital 947 – 947 954 – 954
Share premium 2,154 – 2,154 2,228 – 2,228
Capital redemption reserve 656 – 656 656 – 656
Merger reserve 8,118 – 8,118 8,118 – 8,118
Retained earnings (4,563) – (4,563) (3,012) 467 (2,545)
Total equity 7,312 – 7,312 8,944 467 9,411 Notes (continued)
63 WIN plc    Annual Report and Accounts 2007
ExPlANATION OF TRANSITION TO Eu ADOPTED IFRSs (CONTINuED)
Reconciliation of equity for the year ended 31 December 2007 – Group
1 January 2007 31 December 2007
Note
UK 
GAAP
£000
Effect of
 transition 
to adopted 
IFRSs
£000
Adopted 
IFRSs
£000
UK 
GAAP
£000
Effect of 
transition 
to adopted 
IFRSs
£000
Adopted 
IFRSs
£000
Non-current assets
Property, plant  
and equipment 828 – 828 940 940
Goodwill 2,503 (1,123) 1,380 4,470 (1,410) 3,060
Acquired intangible assets – 1,671 1,671 2,433 2,433
Development costs – 534 534 – 844 844
Licences – – – 37 – 37
Intangible assets a,b 2,503 1,082 3,585 4,507 1,867 6,374
Other financial assets 100 – 100 100 – 100
Deferred tax assets c 67 (67) – 82 (82) –
Total non-current assets 3,498 1,015 4,513 5,629 1,785 7,414
Current assets
Trade and other receivables 8,039 – 8,039 7,630 – 7,630
Cash and cash equivalents 3,816 – 3,816 4,651 – 4,651
Total current assets 11,855 – 11,855 12,281 – 12,281
Total assets 15,353 1,015 16,368 17,910 1,785 19,695
Current liabilities
Trade and other payables (5,808) – (5,808) (6,835) – (6,835)
Tax payable (481) – (481) (297) – (297)
Total current liabilities (6,289)       –  (6,289) (7,132) – (7,132)
Non-current liabilities
Deferred tax asset/(liability) – (548) (548) – (823) (823)
Provisions (120) – (120) (102) – (102)
Total non- current liabilities (120)   (548) (668)   (102) (823) (925)
Total liabilities (6,409) (548) (6,957) (7,234) (823) (8,057)
Net assets 8,944 467 9,411 10,676 962 11,638
Equity attributable to equity holders of the parent 
Share capital 954 – 954 1,008 – 1,008
Shares to be issued – – – 168 – 168
Share premium 2,228 – 2,228 2,288 – 2,288
Capital redemption reserve 656 – 656 656 – 656
Merger reserve 8,118 – 8,118 9,040 – 9,040
Retained earnings (3,012) 467 (2,545) (2,484) 962 (1,522)
Total equity 8,944 467 9,411 10,676 962 11,638 64 WIN plc    Annual Report and Accounts 2007
Notes (continued)
ExPlANATION OF TRANSITION TO Eu ADOPTED IFRSs (CONTINuED)
Reconciliation of profit for the year ended 31 December 2006 – Group
Year Ended 31 December 2006
Note
UK GAAP
£000
Effect of 
transition to 
adopted IFRSs
£000
Adopted IFRSs
£000
Revenue 37,527 – 37,527
Cost of sales (28,943) – (28,943)
Gross profit 8,584 – 8,584
Other administrative expenses b (6,760) 650 (6,110)
Amortisation a, b (196) (82) (278)
Charge in relation to  
Share-based payment (102) – (102)
Administrative expenses (7,058) 568 (6,490)
Results from operating activities 1,526 568 2,094
Financial income 229 – 229
Profit before income tax 1,755 568 2,323
Income tax expense c (572) (101) (673)
Profit from continuing operations 1,183 467 1,650
Profit from discontinued operation 232 – 232
Profit for the year attributable to 
equity holders of the company 1,415 467 1,882 65 WIN plc    Annual Report and Accounts 2007
Notes (continued)
ExPlANATION OF TRANSITION TO Eu ADOPTED IFRSs (CONTINuED)
Reconciliation of profit for the year ended 31 December 2007 – Group
Year ended 31 December 2007
Note
UK GAAP
£000
Effect of
transition to
adopted IFRSs
£000
Adopted IFRSs
£000
Revenue 39,173 – 39,173
Cost of sales (30,268) – (30,268)
Gross profit 8,905 – 8,905
Other administrative expenses b (7,053) 554 (6,499)
Amortisation a, b (700) (103) (803)
Charge in relation to  
Share-based payment (90) – (90)
Administrative expenses (7,843) 451 (7,392)
Results from operating activities 1,062 451 1,513
Financial income 167 – 167
Profit before income tax 1,229 451 1,680
Income tax expense c (636) 42 (594)
Profit from continuing operations 593 493 1,086
Profit from discontinued operation 7 – 7
Profit for the year attributable to 
equity holders of the company 600 493 1,093 66 WIN plc    Annual Report and Accounts 2007
Notes (continued)
ExPlANATION OF TRANSITION TO Eu ADOPTED IFRSs (CONTINuED)
Notes to the reconciliations
The Group has applied IFRS 3 to all business combinations that have occurred since 1 January 2006 a. 
(the date of transition to adopted IFRSs). Post 1 January 2006, Group has made several acquisitions 
within the scope of IFRS 3 therefore there has been a reclassification of goodwill to intangible assets. 
Accordingly, goodwill on business combinations is not amortised under adopted IFRSs, but is 
tested annually for impairment. The effect is to reduce the amortisation charge on goodwill 
previously recognised for the year ended 31 December 2007 by £603,000 and for the year ended 
31 December 2006 by £196,000.  
Goodwill of £3,057,000 at 31 December 2007 and £1,833,000 at 31 December 2006 has been 
reclassified as acquired intangible assets. Amortisation of £162,000 at 31 December 2006 and 
£624,000 at 31 December 2007 has been charged on these acquired intangible assets. 
Development costs of £554,000 relating to the year ended 31 December 2007 and £650,000 relating to b. 
the year ended 31 December 2006 that qualified for recognition as an intangible asset under IFRSs were 
expensed under the previous GAAP . They are recognised under IFRSs as additions. 
The effect (including amortisation) is to increase intangible assets by £534,000 at 31 December 2006 
and by £844,000 at 31 December 2007 and to decrease administrative expenses (excluding 
amortisation) by £650,000 for the year ended 31 December 2006 and by £554,000 for the year 
ended 31 December 2007. Amortisation of the development costs was £116,000 in the year ended 
31 December 2006 and £244,000 in the year ended 31 December 2007.
The transition to IFRS increased/(decreased) the deferred tax liability as follows: c. 
1 Jan 2006
£000
31 Dec 2006
£000
31 Dec 2007
£000
Intangible assets – 469 672
Development costs – 149 236
Share-based payments – (3) (3)
Increase in deferred tax liability – 615 905
There are no material IFRS related adjustments in WIN plc company accounts. d.  67 WIN plc    Annual Report and Accounts 2007
NOTICE IS GIvEN that the ANNu Al GENERAl 
MEETING of the company will be held at 1 Cliveden 
Office village, lancaster Road, Cressex Business Park, 
h igh Wycombe, Buckinghamshire hP12 3yZ on 
4 June 2008, at 2 p.m.
BuSINESS OF ThE MEETING
Resolutions 1 to 8 set out below will be proposed as 
Ordinary Resolutions and Resolutions 9 & 10 will be 
proposed as Special Resolutions. For resolutions 1 to 8 to be 
passed, more than 50% of votes cast must be in favour and 
for resolutions 9 & 10 to be passed more than 75% of the 
votes cast must be in favour. These resolutions constitute 
the ordinary business of the meeting and are matters which 
are generally dealt with at each AGM. No special business 
will be discussed at the meeting.
ORDINARy RESOluTIONS
Resolution 1
THAT the company’s Annual Accounts for the financial year 
ended 31 December 2007 together with the last Directors’ 
Report, and the Auditors’ Report on those accounts be received.
The directors of the company will present the company’s 
Accounts, their report on the business of the company and 
the Auditor’s Report on the Accounts, to the shareholders 
at the meeting. Although there is no requirement for the 
above resolution to be passed it shall still be put to the 
meeting in order to allow the shareholders opportunity to 
consider and comment on the documents. The Accounts, 
Directors Report and Auditors Report are contained in the 
enclosed document entitled “Annual Report and Accounts” 
a copy of which can be downloaded from our website www.
winplc.com.
Resolution 2
THAT the Directors’ Remuneration Report for the financial 
year ended 31 December 2007, together with the Auditor’s 
report thereon, be received and approved.
The Director’s Remuneration report contains among 
other things, details on each director’s remuneration. The 
members are entitled to vote to approve the Remuneration 
Report, although failure to approve will not affect the 
remuneration of any particular individual director. A copy of 
the Report can be found at page 40 of the enclosed Annual 
Report and Accounts.
Resolution 3
THAT a final dividend for the financial year ended 
31 December 2007 of 1.2 pence per ordinary share of 10p 
each payable on 9 June 2008 to those shareholders on the 
register at the close of business on 16 May 2008 (the “Record 
Date”) be declared.
A final dividend must be approved by the shareholders 
before it can be paid. The company is proposing to pay a 
dividend as set out above.  Any member who is not entered 
as a member in the register of members on the Record Date 
will not be entitled to receive this dividend. 
Resolution 4
THAT Richard William Joyce be re-elected as a director of  
the company.
The company’s articles require one third of the directors 
to retire by rotation at each Annual General Meeting as 
well as any director who is attending this AGM as his third 
AGM since appointment or re-appointment. The directors 
required to retire will be selected in order of length of office 
and shall include any director who wishes to retire. 
At this meeting Richard William Joyce and John Rands will 
retire and stand for re-election as directors. 
Resolution 5 
THAT John Rands be re-elected as director of the company.
See notes under resolution 4. 
Resolution 6
THAT KPMG Audit PLC be reappointed as Auditors  
of the company to hold office until the conclusion of  
the next general meeting at which accounts are laid 
before the company.
This resolution will allow KPMG Audit Pl C to be reappointed 
as auditors of the company. The auditors are required to 
be reappointed at each Annual General Meeting at which 
accounts are presented. The board, on the recommendation 
of the Audit Committee, which has evaluated the 
effectiveness and independence of the external auditors, is 
proposing the re-appointment of KPMG Audit Pl C.
Resolution 7
THAT the directors be authorised to set the remuneration of 
the Auditors.
This resolution will give the directors the authority to 
authorize payment of the Auditors.
Details of the remuneration paid to the auditors for 2007 
can be found in note 5 on page 40 and details of how the 
company monitors the effectiveness and independence of 
external auditors can be found in the Corporate Governance 
Statement on pages 20 to 21 of the Annual Report.
SPECIAl RESOluTIONS
Resolution 8
THAT the board be and it is hereby generally and 
unconditionally authorised to exercise all powers of the 
company to allot relevant securities (within the meaning of 
Section 80 of the Companies Act 1985) up to an aggregate 
nominal amount of £302,443.65 provided that this 
authority is for a period expiring at the company’s next 
Annual General Meeting but 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 board may allot relevant securities in pursuance 
of such an offer or agreement as if the authority conferred 
hereby had not expired.
If approved, this resolution will renew the director’s 
authority to allot shares until the conclusion of the next 
AGM in 2009 and will enable the directors to exercise their 
authority to allot under article 10 of the company’s Articles 
of Association. 
The director’s authority to allot is limited to £302,443.65 
of relevant securities. This represents 30% of the issued 
ordinary share capital of the company as at 3 April 2008 
(the latest date before publication of this notice) which is 
10,081,455 ordinary shares. 
Notice of Annual General Meeting 68 WIN plc    Annual Report and Accounts 2007
Notice of Annual General Meeting (continued)
Resolution 9
THAT subject to the passing of the previous resolution the 
board be and it is hereby empowered pursuant to Section 95 
of the Companies Act 1985 to allot equity securities (within 
the meaning of Section 94 of the said Act) for cash pursuant 
to the authority conferred by the previous resolution as if 
sub-section (1) of Section 89 of the said Act did not apply to 
any such allotment provided that this power shall be limited:
to the allotment of equity securities in connection with a (i) 
rights issue in favour of Ordinary shareholders where the 
equity securities respectively attributable to the interests 
of all Ordinary shareholders are proportionate (as nearly 
as may be) to the respective numbers of Ordinary shares 
held by them and, 
to the allotment (otherwise than pursuant to sub- (ii) 
paragraph (i) above) of equity securities up to an 
aggregate nominal value of £50,407.27
and shall expire on the date of the next annual general 
meeting of the company after the passing of this resolution  
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 board 
may allot equity securities in pursuance of such an offer or 
agreement as if the power conferred hereby had not expired. 
This Special Resolution will allow the directors to allot 
equity securities of the company as if the pre-emption 
provisions of Section 89 of the Companies Act 1985 do not 
apply. This means that when new securities are allotted 
or treasury shares are sold for cash the company does not 
need to first offer these to the existing shareholders pro-
rata to their holdings. 
If this resolution is passed the authority would be limited 
to the allotment of equity securities or the sale of treasury 
shares for cash having an aggregate nominal value of 
£50,407.27 being a maximum of 504,072 Ordinary shares 
representing five per cent of the total Ordinary share capital 
of the company currently in issue as at 3 April 2008 (the 
latest date before publication of this notice). The directors 
do not have any current plans to make use of this authority 
or the authority in contained in Resolution 8 but wish to 
have the power to make use of these provisions at short 
notice. The company has not in the last 3 years allotted more 
than 7.5% of the total Ordinary share capital of the company 
under any similar authority. 
RESOluTION 10
THAT the company be generally and unconditionally 
authorised to make one or more market purchases (within 
the meaning of section 163(3) of the Act) of ordinary shares 
of £0.10 each and to hold such shares as treasury shares, 
provided that:
the maximum number of shares to be repurchased shall (i) 
be 1,008,145
the minimum price (exclusive of expenses) which may be (ii) 
paid for a share shall be £0.10;
the maximum price (exclusive of expenses) which may (iii) 
be paid for a share shall be an amount equal to 105% 
of the average market values of the shares (as derived 
from the Alternative Investment Market of the London 
Stock Exchange) for the five business days immediately 
preceding the date on which the share is purchased;
the authority hereby conferred shall expire at the (iv) 
conclusion of the next Annual General Meeting of the 
company or, if earlier, 3 September  2009; and
the company may make a contract to purchase (v) 
shares under the authority hereby conferred prior to the 
expiry of such authority and may make a purchase of 
shares pursuant to any such contract notwithstanding 
such expiry.
This special resolution is to authorise the company to make 
market purchases of up to 10% of its own shares in issue, 
subject to maximum and minimum prices.  The authority 
will expire at the next Annual General Meeting or on 
3 September 2009, whichever is earlier.
The directors consider that in certain circumstances it 
may be advantageous for the company to purchase its 
own shares and such purchases will only be made on AIM 
within guidelines established from time to time by the 
board of directors.
The directors will only consider exercising this authority 
if they consider that such purchases would be to the 
advantage of the company and its shareholders as a whole. 
The principal aim of this share buy back facility is to enhance 
shareholder value as and when the directors consider this 
appropriate. The company will also be in a better position to 
address any imbalance between supply and demand for the 
shares trading on AIM.
The directors intend that any shares purchased under 
this authority will be held by the company as treasury 
shares within the limits allowed by law unless the directors 
consider that purchasing the shares and cancelling 
them would be to the advantage of the company and 
its shareholders.  The directors may dispose of treasury 
shares in accordance with relevant legislation and the 
authority relating to the rights of pre-emption granted by 
shareholders in general meeting (see resolutions 8 and 9 
and the notes thereto).
Recommendation
The directors of the company consider that all the proposals 
to be considered at the Annual General Meeting are in the 
best interests of the company and its members as a whole 
and are most likely to promote the success of the company 
for the benefit of its members as a whole. The directors 
unanimously recommend that you vote in favour of all the 
proposed resolutions as they intend to do in respect of their 
own beneficial holdings.
By ORDER OF ThE BOARD
Company Secretary 
Dated:  21 April 2008
REGISTERED OFFICE:
1 Cliveden Office village
lancaster Road
Cressex Business Park
high Wycombe
Buckinghamshire  hP12 3yZ 69 WIN plc    Annual Report and Accounts 2007
Notes to the Notice of Annual General Meeting
ENTITlEMENT TO ATTEND AND vOTE
Pursuant to Regulation 41 of the uncertificated 1. 
Securities Regulations 2001, the company specifies 
that only those members registered on the company’s 
register of members at:
6.00 pm on 2 June 2008; or,  »
if this Meeting is adjourned, at 6.00 pm on the day  »
two days prior to the adjourned meeting,
shall be entitled to attend and vote at the Meeting.
APPOINTMENT OF PROxIES
If you are a member of the company at the time set 2. 
out in note 1 above, you are entitled to appoint a 
proxy to exercise all or any of your rights to attend, 
speak and vote at the Meeting and you should have 
received a proxy form with this notice of meeting. you 
can only appoint a proxy using the procedures set out 
in these notes and the notes to the proxy form.
A proxy does not need to be a member of the 3. 
company but must attend the Meeting to represent 
you. Details of how to appoint the Chairman of the 
Meeting or another person as your proxy using the 
proxy form are set out in the notes to the proxy form. 
If you wish your proxy to speak on your behalf at the 
Meeting you will need to appoint your own choice of 
proxy (not the Chairman) and give your instructions 
directly to them.
A vote withheld is not a vote in law, which means 4. 
that the vote will not be counted in the calculation of 
votes for or against the resolution. If you either select 
the “Discretionary” option or if no voting indication is 
given, your proxy will vote or abstain from voting at 
his or her discretion. your proxy will vote (or abstain 
from voting) as he or she thinks fit in relation to any 
other matter which is put before the Meeting.
Appointment of a proxy does not preclude you from 
attending the Meeting and voting in person. If you 
have appointed a proxy and attend the Meeting in 
person, your proxy appointment will automatically  
be terminated.
ElECTRONIC APPOINTMENT OF PROxIES
CREST members who wish to appoint a proxy or 5. 
proxies by utilising the CREST electronic appointment 
service may do so for the general meeting to be 
held on 4 June 2008 and any adjournment(s) thereof 
by utilising the procedures described in the CREST 
Manual. CREST personal members or other CREST 
sponsored members, and those CREST members 
who have appointed a voting service provider(s), 
should refer to their CREST sponsor or voting service 
provider(s), who will be able to take the appropriate 
action on their behalf.
In order for a proxy appointment made by means 
of CREST to be valid, the appropriate CREST 
message (CREST Proxy Instruction) must be properly 
authenticated in accordance with Euroclear uK & 
Ireland l imited’s (Euroclear) specifications and must 
contain the information required for such instructions, 
as described in the CREST Manual. The message, 
regardless of whether it constitutes the appointment 
of a proxy or an amendment to the instruction given 
to a previously appointed proxy, must, in order to 
be valid, be transmitted so as to be received by the 
issuer’s agent Capita Registrars (ID-RA10) by the latest 
time(s) for receipt of proxy appointments specified 
in the Notice of General Meeting. For this purpose, 
the time of receipt shall be taken as the time (as 
determined by the timestamp applied to the message 
by the CREST Applications host) from which the 
company’s agent Capita Registrars is able to retrieve 
the message by enquiry to CREST in the manner 
prescribed by CREST. After this time, any change of 
instructions to proxies appointed through CREST 
should be communicated to the appointee through 
other means.
CREST members and, where applicable, their CREST 
sponsors or voting service providers should note that 
Euroclear does not make available special procedures 
in CREST for any particular messages. Normal system 
timings and limitations will therefore apply in relation 
to the input of CREST Proxy Instructions. It is the 
responsibility of the CREST member concerned to take 
(or, if the CREST member is a CREST personal member 
or sponsored member or has appointed a voting 
service provider(s) to procure his/her CREST sponsor 
or voting service provider(s) take(s)) such action as is 
necessary to ensure that a message is transmitted by 
means of the CREST system by a particular time. In this 
connection, CREST members and, where applicable, 
CREST sponsors or voting service providers are 
referred, in particular, to those sections of the CREST 
Manual concerning practical limitations of the CREST 
system and timings. 
The company may treat as invalid a CREST Proxy 
Instruction in the circumstances set out in Regulation 
35(5) of the uncertificated Securities Regulations 2001.
ISSuED ShARES AND TOTAl vOTING RIGhTS
As at 9am on 3 April 2008, the company’s issued 6. 
share capital comprised 10,081,455 ordinary shares 
of 10p each. Each ordinary share carries the right to 
one vote at a general meeting of the company and, 
therefore, the total number of voting rights in the 
company as at 9am on 3 April 2008 is 10,081,455. On 
a show of hands every member shall have one vote 
on a poll every member present or by proxy shall have 
vote for every voting share held by him.  In the case 
of joint shareholders the vote of most senior of the 
shareholders who tenders a vote shall be accepted to 
the exclusion of the other shareholders. Seniority is 
determined by the order in which the names stand in 
the register in respect of the relevant share.  
WEBSITE PuBlICATION OF AuDIT CONCERNS
Pursuant to Chapter 5 of Part 16 of the Companies Act 7. 
2006 (sections 527 to 531), where requested by either:
a member or members having a right to vote at  »
the Meeting and holding at least 5% of total voting 
rights of the company; or 
at least 100 members have a right to vote at the  »
Meeting and holding, on average, at least £100 of 
paid up share capital,
the company must publish on its website, a 
statement setting out any matter that such members  70 WIN plc    Annual Report and Accounts 2007
Notes to the Notice of Annual General Meeting (continued)
propose to raise at the Meeting relating to either 
the audit of the company’s accounts (including the 
auditor’s report and the conduct of the audit) that 
are to be laid before the Meeting.
Where the company is required to publish such a 
statement on its website:
it may not require the members making the  »
request to pay any expenses incurred by the 
company in complying with the request;
it must forward the statement to the company’s  »
auditors no later than the time the statement is 
made available on the company’s website; and
the statement may be dealt with as part of the  »
business of the Meeting.
A member wishing to request publication of such  
a statement on the company’s website must send 
the request to the company using one of the 
following methods:
in hard copy form to  » The Company Secretary, 
WIN plc at 1 Cliveden Office Village, Lancaster 
Road, Cressex Business Park, High Wycombe, 
Buckinghamshire, HP12 3YZ – the request must 
be signed by you and either posted in a pre paid 
envelop or delivered by hand;
Whichever form of communication is chosen, the 
request must:
either set out the statement in full or, if supporting  »
a statement sent by another member, clearly 
identify the statement which is being supported; 
and
be received by the company at least one week  »
before the Meeting.
NOMINATED PERSONS
If you are a person who has been nominated under 8. 
section 146 of the Companies Act 2006 to enjoy 
information rights (Nominated Person):
you may have a right under an agreement  »
between you and the member of the company 
who has nominated you to have information 
rights (Relevant Member) to be appointed or  
to have someone else appointed as a proxy  
for the Meeting.
If you either do not have such a right or if you  »
have such a right but do not wish to exercise 
it, you may have a right under an agreement 
between you and the Relevant Member to give 
instructions to the Relevant Member as to the 
exercise of voting rights.
your main point of contact in terms of your  »
investment in the company remains the Relevant 
Member (or, perhaps, your custodian or broker) 
and you should continue to contact them (and not 
the company) regarding any changes or queries 
relating to your personal details and your interest 
in the company (including any administrative 
matters). The only exception to this is where the 
company expressly requests a response from you.
vOTING
voting on all resolutions will unless otherwise required 9. 
be conducted on a show of hands.
DOCuMENTS ON DISPlA y
Copies of the service contracts and letters of 10. 
appointment of the directors of the company will  
be available:
for at least 15 minutes prior to the Meeting; and  »
during the Meeting. »
Al TERNATIvE ATTENDANCE
The Meeting will be held at 1 Cliveden Office village, 11. 
l ancaster Road, Cressex Business Park, high Wycombe, 
Buckinghamshire, hP12 3yZ and no other location. 
COMMuNICATION
Except as provided above, members who have general 12. 
queries about the Meeting should use the following 
means of communication (no other methods of 
communication will be accepted):
by post to  » The Company Secretary, WIN plc at  
1 Cliveden Office Village, Lancaster Road, Cressex 
Business Park, High Wycombe, Buckinghamshire, 
HP12 3YZ
you may not use any electronic address provided 
either:
in this notice of Annual General Meeting; or  »
any related documents (including the Chairman’s  »
letter and proxy form),
to communicate with the company for any purposes 
other than those expressly stated. I/we, the undersigned appoint the Chairman of the Meeting or 
of 
as my proxy to vote on my/our behalf at the Annual General Meeting of the company to be held on 
4 June 2008, and at any adjournment of such meeting.
This form is to be used in respect of the resolutions mentioned below, I/we request my/our proxy to vote 
in the manner indicated with an ‘x’ as follows:
ORDINARy RESOluTIONS : FOR AGAINST vOTE 
WIThhElD
1. To receive the report and accounts
2. To receive and approve the Directors’ Remuneration Report
3. To declare a final dividend of 1.2p per share
4. To re-elect Richard Joyce as a director of the company
5. To reappoint John Rands as a director of the company
6. To reappoint KPMG Audit Pl C as auditors
7. To authorise the directors to set the remuneration of the auditors
8. That the directors of the company be generally and unconditionally 
authorised for the purposes of section 80 Companies Act 1985
9. That subject to the passing of Resolution 8, the directors of the 
company be given power pursuant to section 95 of the Companies 
Act 1985
10. That the company be authorised to make market purchases of its 
own shares
unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting in respect of the 
resolutions specified and also on any other business (including amendments to resolutions) which may 
properly come before the meeting.
Name (IN Bl OCK CAPITAlS)
Address
Date    Signed
AGM Proxy Form Fold two
Fold one
Fold three and tuck  in
Capita Registrars (Proxies)
PO Box 25
The Registry
34 Beckenham Road
BECKENHAM
Kent
BR3 4BR
Business Reply Service
Licence Number
MB122
A proxy need not be a member of the company. Completion 1. 
and return of this form of proxy does not does not preclude 
a member from subsequently attending and voting at the 
Meeting. If you wish to appoint a proxy other than the 
Chairman of the Meeting, please cross out the words “the 
Chairman of the Meeting or” and write the full name and 
address of your proxy in the space provided. The change 
should be initialled.
If you do not indicate how you wish your proxy to vote 2. 
on any resolution or on any other matter (including any 
amendment to any resolution), the proxy will exercise his/
her discretion as to how he/she votes and as to whether or 
not he/she abstains from such a manner as he/she thinks fit.
This form must be signed and dated by the shareholder as 3. 
his/her attorney duly authorised in writing. In the case of a 
corporation this form of proxy must be executed under its 
common seal or under the hand of an officer or attorney 
duly authorised in writing.
A form of proxy must be valid, must be signed and dated 4. 
and must be lodged together with the power of attorney 
or other authority (if any) under which it is signed or a 
duly certified copy of such power or authority with the 
company’s registrars, Capita Registrars, by hand only 
to Capita Registrars, The Registry, 34 Beckenham Road, 
Beckenham, Kent, BR3 4Tu or in accordance with the 
replied paid details not less than 48 hours before the time 
appointed for holding the Meeting.
In the case of joint holders the signature of any one of 5. 
them will suffice but the names of a joint holders should 
be stated.
Any alteration to this form must be initialled. 6. 
Pursuant to Regulation 41 of the uncertificated Securities 7. 
Regulations 2001 the time by which a person must be 
entered on the register of members in order to have the 
right to attend and vote at the Annual General Meeting is 
6pm on 2 June 2008 or if the Meeting is adjourned such time 
being not more than 48 hours prior to the time fixed for the 
adjourned meeting. Changes to entries on the register of 
members after that time will be disregarded in determining 
the right of any person to attend or vote at the Meeting.
Notes to Members Investor Relations Contacts
WIN Pl C 
Incorporated in England and Wales  
under the Companies Act 1985  
No. 5175576
REGISTERED OFFICE, Bu SINESS ADDRESS  
AND MAIlING ADDRESS 
1 Cliveden Office village
lancaster Road 
Cressex Business Park
h igh Wycombe 
Buckinghamshire hP12 3yZ
NOMINATED ADvISER
Beaumont Cornish limited 
5th Floor 10-12 
Copthall Avenue 
l ondon EC2R 7DE
BROKER
Arden Partners limited 
Nicholas house 
3 laurence Pountney h ill 
l ondon EC4R 0Eu 
AuDITORS 
KPMG Audit Pl C 
8 Salisbury Square  
l ondon EC4y 8BB
REGISTRAR 
Capita Registrars 
Northern house 
Woodsome Park 
Fenay Bridge 
huddersfield  
W. yorks hD8 0lA
PRINCIPAl BANKERS 
NatWest Bank plc 
Moorgate Branch
PO Box 712 94 
Moorgate Branch 
l ondon EC2M 6x T
FINANCIAl PR 
Conduit PR 
76 Cannon Street
l ondon EC4N 6AE WHERE IDEAS NA VIGA TE
Annual Report & Accounts 2007
WIN plc 
1 Cliveden Office Village
Lancaster Road
Cressex Business Park
High Wycombe
Buckinghamshire
HP12 3YZ
T: +44 (0)1494 750 500
F: +44 (0)1494 750 800
WIN plc Annual Report & Accounts 2007