ZOO Digital Group plc 
Annual Report and Accounts 2013
Stock Code: ZOO
Smarter Workflows
for Creative Media  ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Business
2
Welcome 
to ZOO Digital Group plc
ZOO is a provider of workflow solutions for the creative media 
industries. We work with organisations including film studios, 
post production facilities and book publishers to simplify their 
production of creative materials.
Our customers enjoy reduced time to market, higher quality and lower costs.  We do this by delivering 
innovative, patent-protected software as a service and providing flexible solutions that combine licensing 
with value-added services to meet the diverse needs of customers of all sizes across the creative media 
industries.  Our software is used to create localised entertainment products, packaging and marketing 
campaigns for some of the best known brands in the world. Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
3
Our Business
03  Highlights
04  Group at a Glance
05 Our Services
Our Performance
11 Chairman’s Statement 
12  Chief Executive’s Statement 
14  Financial Review  
16  Directors and Advisors
Our Governance
18  Directors’ Report
21  Corporate Governance Statement
23  Directors’ Remuneration Report
Our Financials
27  Independent Auditor’s Report
28  Consolidated Statement of  
 Comprehensive Income
29  Consolidated Statement of 
 Financial Position
30  Company Statement of Financial 
 Position
31  Consolidated Statement of 
 Changes in Equity
32  Company Statement of  
 Changes in Equity
33  Consolidated Statement of Cash Flows
34  Company Statement of Cash Flows
35  Notes to the Financial Statements
65  Group Directory
Contents
Our Financials Our Governance Our Performance Our Business
REVENUE
$10.4m
(2012: $11.2m)
ADJUSTED 
OPERATING LOSS
($0.9m)*
(2012 : $0.7m)*
YEAR END 
CASH BALANCE
$1.0m
(2012: $1.2m)
* Adjusted EBITDA and operating loss are stated before share based payments of 
$0.1m (2012: $0.3m).
Key Financials
Operational Highlights
Visit us on the web:
www.zoodigital.com
www.zoocore.com
www.zoosubs.com
www.zoopubs.com
■ Continued profitability at EBITDA level
■ Completion of restructuring initiatives to realign cost base with 
revenue pipeline 
■ Diversified product offering and accelerated licensing of 
Software-as-a-Service proposition 
■ Early positive success in new industries outside traditional home 
entertainment market
■  ZOOsubs has already begun to be used within two of the six 
major film studios and agreements with a third are expected to 
be formalised shortly 
ADJUSTED EBITDA 
$0.7m*
(2012: $0.5m)* ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Business
4
Group at a Glance
By centralising review and approval processes via secure Cloud-based platforms, ZOO’s proprietary 
patented software helps customers to increase their speed of production, reduce costs and protect brand 
integrity. ZOO’s services enable quicker and more cost effective processes across a range of applications, 
formats and markets.
Increasingly the group’s propositions are benefiting 
a variety of companies across sectors where the 
development of media products, printing, packaging 
and marketing involves complex processes in 
multiple countries and languages, and efficient 
collaboration becomes a significant challenge.
Smarter Workflows 
for Creative Media
The group’s largest customers include major Hollywood 
studios, for which the production, marketing and distribution 
of film and video properties in numerous formats across many 
geographies and languages has previously been a lengthy, 
costly and largely manual process. Our services empower 
our clients to operate with greater control, to a higher quality 
and at a lower cost.
ZOO Digital Group plc provides a range of software enabled 
services that support the workflows associated with the design, 
development and distribution of creative media.  Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
5
Workflow Solutions
for the Creative Media 
Industries
ZOO provides Cloud-based services to support creative media 
preparation and publication, enabling diverse groups of individuals to 
collaborate efficiently via the internet.
While we may think of creative media in the form of consumer products 
and content, such as film and video, videogames, music and books, 
it now plays an ever increasing role in the operations of most B2B 
and B2C organisations. The preparation of product packaging and 
marketing materials involves the design, production, review, approval 
and localization of creative media and is undertaken by commercial 
organizations across all sectors, both large and small.
As businesses strive to reach global audiences, creative media must be produced in the local languages of 
customers all around the world, often as part of simultaneous product releases across many territories.  In many 
industries there is a drive to create more products, faster, in a greater number of languages and at lower cost.  
This often requires a huge effort by many collaborating groups – suppliers, distributors, licensees, territory 
offices, legal departments, translators – involving complex workflows with plenty of opportunity for human error.
At ZOO we help our clients to manage their businesses better by licensing and tailoring a range of software-
based services that increase productivity, reduce waste and improve management information.  These services 
are built on cloud-based systems and desktop software appropriate to each circumstance, and provide the 
capabilities of workflow management and process automation.
Our Services ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Business
6
Our Services
Our propositions are centred on three principal platforms:
ZOOcore – providing configurable workflow management designed to 
enhance the performance of businesses that originate creative media;
ZOOsubs – a cloud software platform and service for the film and video 
industry to support efficient localization of programs; and
ZOOpubs – a suite of workflow and productivity tools to support publishers 
in the preparation of digital books.
Our revenues are derived from two primary sources. Firstly, we generate recurring income from our software 
solutions in the form of Software as a Service licensing fees.  For some of our propositions these are charged on a 
per-user per-month basis, and in other cases they are charged based on the volume of materials processed by the 
tools.  Secondly, we offer media production services to our clients for activities related to the use of our software 
solutions.  This hybrid approach enables us to tailor our offerings to suit the particular needs and circumstances of 
each client. Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
7
In the fast pace of today’s markets, keeping on top of things is becoming 
increasingly challenging. Within businesses of many types the world 
over, managers are expending more and more time and energy checking 
on progress (of both internal staff and external partners, vendors and 
suppliers), re-scheduling work and managing run-away review cycles.
Reporting status and progress to senior management and clients is 
increasingly onerous due to rapidly evolving schedules and can be a 
drain on resources. The tools employed in businesses today for managing 
people and deliverables are often very limited in how they help – frequently 
being based on generic software such as spread sheets and email. 
Using our ZOOcore platform we provide computer systems that help our clients to schedule, allocate and 
control work packages easily, including automatically updating schedules and informing the people involved 
when deadlines move, work packages change or related tasks overrun.  Our systems make it very easy for staff, 
subcontractors and even clients to see what is required of them and when.  They also provide very simple and 
effective mechanisms for everyone involved to submit and share their work, comments or approvals.
ZOOcore is a new generation of technology that builds on our extensive experience of creating workflow 
management solutions for clients over the past seven years, and consolidates the software innovations formerly 
delivered as our Translation Management System and media collaboration toolsets.  Experience has taught us that 
information systems are embraced most readily by organisations when they minimise friction with established and 
proven working practices and processes.  This has led us to architect this new platform such that workflow systems 
can be configured quickly and easily to match the unique requirements of each business.
We cater for organizations large and small across a number of segments of the creative industries.  For medium 
and large businesses, particularly those that operate across multiple territories, we tailor our Enterprise Edition to 
align our services exactly with each client’s workflows.  This allows us to deploy productivity solutions for internal 
and external workforces incurring the least possible disruption to their working practices.  For smaller businesses 
and work groups, our Team Edition provides an affordable entry point to introduce proactive workflow management 
capabilities into their organizations.
We have deployed ZOOcore systems for some of the largest 
global creative media organizations in the world, including  
Hollywood studios, TV companies and publishers.  We enjoy  
recurring revenues from monthly utilisation of our services  
which scale with more widespread adoption throughout our  
clients’ organizations.   ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Business
8
The introduction of DVD technology in 1996 led to an explosion in demand 
for localized programming all over the world.  Subsequently, the now 
widespread distribution of film and episodic TV content via broadcast, 
cable and satellite, and more recently via a plethora of online platforms, 
has resulted in a dramatic growth in localization services for entertainment 
content and other video programming.  
According to the European Commission, the size of the language industry in the EU for subtitling and dubbing was 
EUR 0.5B annually in 2009.  Costing around one tenth of the price of the equivalent dubbed soundtracks, subtitles 
have become a popular choice for content owners and broadcasters to deliver localized programming quickly and 
cost-effectively.
Aggressive programming schedules have made it a challenge to produce high quality entertainment subtitles cost-
effectively.  The completion of new episodes of popular TV series requires a fast turn-around of subtitles to meet 
broadcasters’ air dates; a drive for so-called “day and date release” of feature films (simultaneous launch of movies 
in multiple countries on the same day) requires finely managed logistics to produce localized materials ready to 
launch on time in each country.
The proliferation of delivery channels for film and TV programming, including theatrical releases (in cinemas), 
broadcast, cable, satellite, DVD, Blu-ray Disc, internet streaming, iTunes, Vudu, CinemaNow, Amazon and many 
others, brings its own particular technical challenges.  This results in the need to prepare subtitles in many different 
technical formats and specifications.  So across several languages and platform types, one episode of a TV series 
may require the preparation of literally hundreds of digital files, each of which must be created, quality assured, 
managed and delivered on time.
Our ZOOsubs proposition provides a combination of workflow management, automation and translation services 
to support the localization of film and video materials.  Through this cloud-accessible service our clients and 
their service providers, are able to create native language reference materials, order translations, quality assure, 
convert, repurpose, store, manage and deliver localized materials. Where our clients wish to outsource the creation 
of subtitles ZOO can provide a highly efficient complete service empowered by ZOOsubs and ZOOcore. 
ZOOsubs software and service is being used by large film studios, content distribution 
platform operators and global corporations to create and 
manage subtitles for film and video programs delivered  
to consumers all around the world. Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
9
A seismic shift has been taking place in the publishing industry as 
businesses have sought to exploit the rapid growth in sales of eReader 
and tablet devices. In 2012, eBook sales in fiction rose 42 per cent over 
the year, and in the children’s and young-adult categories the increase 
was a remarkable 117 per cent. eBooks now account for 20 per cent of 
publishers’ revenues, up from 15 per cent in 2011. 
The electronic publishing opportunity brings with it some significant challenges for this long-established industry 
due to the volume of new products and versions that are being created, the associated production workflows and 
the management of digital assets.
While the conversion of a novel for electronic sale is a relatively straightforward process, the production of rich 
media genres, such as picture books, comics, graphic novels, recipe books, travel guides and encyclopaedias 
is a different matter altogether.  Adapting page layouts that work well in print to the different profiles of a range of 
eReader devices is not straightforward.  The content must be edited carefully in order to capitalise on the significant 
investment already made while ensuring that titles are presented to best effect on digital devices.
ZOOpubs is our suite of online and desktop workflow and productivity tools that enable publishers to manage 
electronic product creation, review and distribution.  While outsourcing of eBook production was favoured initially 
by publishers, there is a growing trend to bring these capabilities in-house to retain ultimate control over design.  
ZOOpubs acts as a centralised system for managing the conversion process so that internal staff can be employed 
cost-effectively.
ZOOpubs automates the preparation of media-rich eBooks. Working with us, traditional publishers are able to bring 
in-house their eBook conversion efforts, thereby retaining greater control and faster turn-around than is typically 
possible when this work is outsourced to offshore service vendors.
ZOOpubs supports all popular eReader platforms. We take  
a platform agnostic position – by working with us, book 
publishers are assured that their titles can be produced  
through our automated process for all required eReader  
devices, including the iPad, Kindle, Nook and Sony Reader.
Our ZOOpubs platform is being used by a number   
of the world’s leading book publishers to support their 
conversion of digital products. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Business
10
Some of Our Clients Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
11
Chairman’s Statement
“We have continued to deliver profitability at the EBITDA level, 
a result of management’s timely action in response to changing 
market conditions”
The past year has been a difficult one for 
the business with continuing changes in 
the home entertainment market causing 
challenges for our largest customers. 
Despite these challenges, we have 
continued to deliver profitability at the 
EBITDA level, a result of management’s 
timely action in response to changing 
market conditions. A number of 
restructuring initiatives in the year have 
enabled the group to realign its cost 
base and, more importantly, accelerate 
its licensing of more stable and scalable 
Software-as-a-Service (SaaS) propositions 
which build on our core competency in 
workflow management and productivity 
technology for creative industries.
Revenues for the full year to 31 March 
2013 were $10.4 million (2012: $11.2 
million) with an adjusted* profit before 
interest, tax, depreciation and amortisation 
of $0.7 million (2012: $0.5 million). The 
cash balance at year end was $1.0 million 
(2012: $1.2 million).
The group’s only indebtedness remains a 
convertible loan note of $2.7m (£1.77m).
This loan note is due to mature on 31 
October 2013.  The board is in advanced 
stages of discussion with the major loan 
note holders regarding an extension to the 
term of this loan.  The board are confident, 
given that the major loan note holders are 
also major equity holders, that amended 
terms will be agreed prior to the maturity 
of the current term.  
As a result of our efforts to diversify 
the core product offering, we have 
successfully broadened our addressable 
market and have seen early take-up in 
new product areas and with a broader 
customer base. We are encouraged by 
the positive response from customers and 
with our pipeline of opportunities. As such 
we look forward to the year ahead with 
cautious optimism.
 cautious optimism.
Roger D Jeynes
Chairman
	 Roger D Jeynes 
Chairman
“We have successfully 
broadened our 
addressable market 
and have seen early 
take-up in new product 
areas and with a 
broader customer 
base”
* Adjusted profit is stated before the charge for
  share based payments. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Performance
12
Operational review
As highlighted at the time of the interims, 
our primary market of home entertainment 
continues to be in transition, most notably 
with a slowdown in the production of 
DVD and Blu-ray titles. In response, we 
successfully completed a number of 
restructuring initiatives in the period to 
re-align the cost base of the group with 
current operations and the associated 
revenue pipeline. Additionally, we 
expanded and enhanced our propositions 
to address opportunities in adjacent, 
platform agnostic markets and we are 
pleased with the early successes and 
momentum achieved.
Product development  
ZOO’s focus on product development has 
concentrated on three main areas:
ZOOcore
We continue to roll out our recently 
launched Cloud-based platform, 
ZOOcore – a new generation workflow 
and collaboration platform for creative 
and production businesses. The product, 
based on our many years of experience 
in workflow management, was developed 
in-house and is deployed using Cloud 
infrastructure. The result is a solution that 
is truly flexible in terms of delivery and 
scale, and can be deployed more quickly 
and widely than before.
Using ZOOcore we are able to deliver 
solutions that can address the individual 
workflow needs of customers across all 
sizes and a range of creative business 
categories. Not only can we deliver an 
off-the-shelf, pre-configured management 
solution for smaller workgroups, but 
also meet the needs of customers 
requiring tailor-made workflow solutions 
that cater for their unique processes. 
Both approaches enable a shorter time 
to market for the customer and at a 
fraction of the cost of bespoke software 
installations. 
We are pleased with the early positive 
feedback, particularly with the application 
of ZOOcore in business areas outside 
of our traditional home entertainment 
market. We have seen steady growth 
in the number of clients using ZOOcore 
and several clients that have signed up 
are expanding their workflows and user 
numbers covered by their ZOOcore 
systems.
ZOOsubs
ZOOsubs is the group’s proprietary 
Cloud-based subtitle production and 
management system. Since its inception, 
following customer demand, we have 
continued to enhance the ZOOsubs 
platform through the addition of several 
new features, including those to streamline 
the work of operators in the creation and 
translation of the subtitles themselves. 
ZOOsubs therefore now manages the 
entire process for the creation of subtitles 
and their use in a variety of geographies 
and across numerous delivery platforms. 
Through the use of automation and 
workflow management, ZOOsubs is a 
much more cost efficient process than 
traditional methods and provides greater 
flexibility for clients. 
Chief Executive’s Statement
“The investment that has been made in recent years has resulted 
in a very relevant suite of products and services that are highly 
scalable and can be delivered as off-the-shelf or tailor made 
solutions”
	 Dr Stuart A Green 
Chief Executive Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
13
“Through the use of automation and workflow management, 
ZOOsubs is a much more cost efficient process than traditional 
methods and provides greater flexibility for clients”
The ZOOsubs platform and service have 
attracted a great level of interest following 
initial testing with customers across 
various industry sectors.  The Board 
believes that the scope for ZOOsubs is 
greater than first envisaged and provides 
an attractively priced solution which 
enables clients to control the quality and 
ownership of subtitling in a way previously 
unavailable in the market.  
We are delighted that ZOOsubs has 
already begun to be used within two of 
the six major film studios and agreements 
with a third are expected to be formalised 
shortly.  Initial feedback from other 
potential clients is also promising. A key 
area of interest for our clients has been 
in preparing digital packages for iTunes 
which must be supplied with multiple 
subtitle streams.  ZOOsubs is being used 
to repurpose existing subtitle data and to 
create translations for new languages.
We believe this has the potential to be an 
area of significant growth this year.
ZOOpubs
ZOOpubs is a suite of tools to support 
the preparation of digital book products, 
including an innovative solution for 
publishers to efficiently and cost 
effectively repurpose traditional hard copy 
books for the eBook market. The strength 
of ZOO’s solution is in its ability to maintain 
formatting qualities and standards of 
physical production, which is particularly 
relevant where pictures or illustrations 
accompany text in a book.
The solution continues to gain traction and 
during the period, it has been adopted 
by a number of publishers both large and 
small.  ZOO chaired a panel session at 
the International Digital Publishing Forum 
in May 2013 on the topic of “In-Sourcing 
vs. Outsourcing of eBook Conversion and 
Production” which we know to be an area 
of interest for many publishers.
ZOOpubs is widely recognised as the 
best solution in the market for automated 
conversion of fixed layout eBooks and 
with several clients signed up, we are well 
positioned once market demand grows.
Staff
On behalf of the board I would like to 
thank all of our staff for their continued 
contribution and hard work over the past 
year. 
Outlook
The Board believes that through timely 
intervention and reaction to market 
dynamics it has been able to restructure 
the group’s cost base and align it with 
current demand levels.
The investment that has been made 
in recent years has resulted in a very 
relevant suite of products and services 
that are highly scalable and can be 
delivered as off-the-shelf or tailor made 
solutions. Importantly, we are also starting 
to see greater diversity in our customer 
base, making us less dependent on any 
single client, a trend which we would 
expect to continue.
While we are very conscious that the 
markets in which we operate remain 
hard to predict, we are confident that our 
diversified suite has put us in a much 
stronger position and opened up a range 
of new opportunities. We enter the new 
year with confidence but remain alert to 
general market conditions.
Dr Stuart A Green
Chief Executive Officer ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Performance
14
Financial review
Having delivered encouraging results in 
the six months to 30 September 2012, it 
was disappointing that trading conditions 
affecting our major client resulted in 
results below original expectations for  
the full year. 
During the second half of the financial 
year we experienced a contraction in the 
production services pipeline. This was 
predominantly due to the postponement 
of certain client projects which were 
expected in the second half of the 
financial year.
We continue to increase our focus on 
licensing of workflow management and 
productivity software and have introduced 
two major products during the period.  
Progress has been made in diversifying 
our revenue streams, although in the  
year to 31 March 2013, production 
services contributed the majority of the 
group’s revenue.
Results for the year
The revenue reported for the year was 
$10.4m compared to $11.2m in the 
prior year. After adjusting the prior year 
revenue for $0.8m of non-core low margin 
outsourced work, underlying turnover  
has remained at the same level as the 
prior year.
The gross profit reported shows a 
significant improvement over the prior 
year at $9.6m compared to $9.3m.  
This improvement is due in part to our 
discontinuation of non-core low margin 
outsourcing of work. The remainder of this 
improvement is due to the differing sales 
mix between the years and by a reduced 
requirement for contractors.
Other operating costs for the year were 
$9.3m compared to $9.2m in the prior 
year. This cost is net of capitalised 
development costs which have reduced 
by $0.5m from the prior year which masks 
the fact that underlying overheads have 
decreased by $0.4m
Earnings before interest, tax, depreciation 
and amortisation show a significant 
improvement with $0.6m in the current 
year compared to $0.2m in the prior year.
As soon as the shortfall in expected 
turnover became apparent the board took 
prompt and decisive action by making 
a significant reduction in overhead 
costs.  The bulk of these savings were 
staff-related, which represent the most 
significant cost within the group, and it is 
expected the annualised saving will be 
around $2m.  The costs of this action is all 
included within the year to March 2013, 
given that the action was taken in January 
2013, there is no major saving shown in 
this period. However, the actions leave the 
group with a significantly lower cost base 
in the coming financial year. 
The group generated an operating loss of 
$1.1m (2012: $1.0m).
Financial Review
“I am pleased to have begun the new financial year with a 
significantly lower cost base and a strong portfolio of products”
	 Helen P Gilder 
Group Finance Director Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
15
We have continued to take advantage of 
grant funding throughout the year and 
the total amount of cash received from 
grants was $0.6m (2012: $0.3m).  We are 
reaching the end of the current grant-
supported projects but will continue to 
pursue suitable funding opportunities in 
the period ahead.
The group has significant tax losses 
available for use against future profits.  
At 31 March 2013 there were around 
$32m of tax losses. Consequently we do 
not expect to pay tax in either the UK or 
the US for the foreseeable future.  We 
claim under the HM Revenue & Customs 
Research and Development (R&D) Relief 
scheme and have received a repayment 
within the year of $0.1m.
Cash flow 
Net cash generated from operating 
activities in the year was $1.5m compared 
to $0.7m in the prior year and the cash 
balance at the end of the year was $1.0m 
(2012: $1.2m).
Whilst remaining confident in the working 
capital resources available to us, we have 
entered into a standby loan arrangement 
with Sara Green, the wife of Dr. Stuart 
Green, CEO, for up to $0.3m (£0.2m) 
to provide headroom, if required, for 
seasonal dips in our working capital 
requirements. The loan will attract interest 
of 5.5% above the base rate set by the 
Royal Bank of Scotland from time to time 
and is available to us until 31 March  
2014. We are not currently drawing on  
this facility.
Summary 
The current financial year has been 
difficult for the group but I am pleased 
to have begun the new financial year 
with a significantly lower cost base and 
a strong portfolio of products.  There are 
many opportunities available to us and 
I look forward to the future with cautious 
optimism.
Helen P Gilder
Group Finance Director ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Governance
16
Directors and Advisors
Roger D Jeynes 
Chairman  
Roger has over 20 years experience in the technology sector, encompassing senior sales, 
marketing and general management roles in the UK, Italy and the USA with IBM, Pyramid 
Technology, and EMC Corporation. From 1997 to 2006 he was Chief Operating Officer at AIM-
listed technology merchant bank Interregnum Plc through which he served on the boards of 
more than a dozen technology companies. He is currently a non-executive director of Downing 
Distribution VCT1 plc (DDV1.L), Keycom plc, mxData Limited and Charborough Capital Limited, 
and is Professor of Management Practice in the Lord Ashcroft International Business School of 
Anglia Ruskin University.
Dr Stuart A Green
Chief Executive Officer
Stuart brings over 20 years of experience of team building and executive management in the 
software industry to his role as CEO. Prior to his appointment as CEO Stuart was Chief Technical 
Officer, where he was responsible for determining the technology strategy and expanding the 
core intellectual property of the company. Previously he founded Kazoo3D plc and prior to that 
was the co-founder of LightWork Design Limited where he served as Technical Director. Stuart 
received a Ph.D. in Computer Science from the University of Bristol in 1989 for his research into 
multiprocessor systems for advance computer graphics. He is responsible for securing almost 
30 patents in the fields of image processing and digital media processing.
Helen P Gilder
Group Finance Director
Helen has been employed within the technical and services industry for over fifteen years. After 
qualifying as a Chartered Accountant with PKF in 1991 she moved into a more commercially 
focussed role. Her extensive managerial and transaction experience came through her role as 
Finance Director within a highly acquisitive listed IT company. She joined ZOO to assist with the 
initial float in 2000 as Group Financial Controller and has gathered an invaluable knowledge of 
the companies in the group. She became the Group Finance Director in 2006.
Gordon Doran
Commercial Director 
Gordon has held senior positions in sales and marketing roles for a variety of companies in the 
software industry since the early 1990s, both in the UK and US. Most recently he was Chief 
Operating Officer for Mediostream Inc., a consumer DVD software developer, and joined ZOO 
in 2005 to establish a North American division. In his role as President he is responsible for 
all ZOO’s North America operations and has been pivotal in establishing relationships with a 
number of large US entertainment companies. Gordon became the Commercial Director in 
2009.
James A Livingston
Non-Executive Director
James is an Investment Director at Foresight Group, a leading UK asset manager. He works 
closely with the boards of a number of UK SME companies as non-executive director. Prior 
to Foresight James was a strategy consultant at Deloitte where he advised businesses in 
the healthcare, public sector and technology sectors. He has a first class degree in Natural 
Sciences and Management from Cambridge University and holds the CIMA Advanced 
Diploma in Management Accounting. James has represented Great Britain at the Rowing World 
Championships and rowed for Cambridge in the Boat Race.
Board of Directors  Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
17
Advisers
Company Secretary and 
Registered Office
Helen P Gilder
ZOO Digital Group plc
The Tower
2 Furnival Square
Sheffield 
S1 4QL
Tel: 0114 241 3700
Company number
3858881
Bankers
Royal Bank of Scotland
3rd Floor
2 Whitehall Quay
Leeds 
LS1 4HR
Auditor
Grant Thornton UK LLP
2 Broadfield Court
Sheffield
S8 0XF
 
Nominated adviser 
and broker
finnCap Limited
60 New Broad Street
London 
EC2M 1JJ 
Solicitors
DLA Piper UK LLP
1 St Paul’s Place
Sheffield 
S1 2JX
Registrar
Share Registrars Limited
Suite E, First Floor
Lion & Lamb Yard
Farnham
Surrey 
GU9 7LL
Duncan A Wain
Chief Operating Officer 
Duncan joined ZOO following the acquisition of the assets of Scope Seven Inc. in August 2007. 
He co-founded Scope Seven in 1997 where he was responsible for operations and revenues 
from post-production, compression and authoring services provided to US entertainment 
companies. He is an accomplished executive in the Hollywood post production industry and 
has worked with many studios including Warner Home Video, Disney, 20th Century Fox, HBO, 
Lionsgate, New Line and the BBC. In his role as COO of ZOO Duncan is responsible for all 
production operations and for growing service revenues with studio clients. Duncan earned 
a Bachelor’s Degree in Business at Loyola Marymount University and is currently a member 
of New Media Council of the Producers Guild of America, an industry group that serves to 
represent the interests of professionals responsible for the art, craft and science of production in 
the entertainment industry.
Philip M Corio
Chief Technical Officer 
Phil has worked in the pre-press industry since 1985, most recently with AGI Media Inc., Los 
Angeles where he was Production Director working on the creation of marketing materials 
and special packaging for the entertainment industry. Phil joined ZOO in 2006 and has been 
instrumental in establishing the company’s product and service offerings for the pre-media 
marketplace. In his role as Chief Technical Officer, Phil is responsible for providing direction 
for ZOO’s product development efforts to differentiate the company’s service offerings for the 
entertainment industry.
Senior Management ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Governance
18
Directors’ Report
The directors present their report on the affairs of the group, 
together with the financial statements and the independent 
auditor’s report, for the year ended 31 March 2013.
Principal activities
The principal activity of the group for the year under review 
was to provide productivity software tools and services for 
digital content authoring, video post-production and localisation 
for entertainment, publishing and packaging markets and to 
continue with on-going research and development in those areas. 
The principal activity of the company was to act as a holding 
company for its trading subsidiaries.
Review of the business and future developments
A review of the development of the business together with an 
indication of future developments is included in the Chairman’s 
and Chief Executive’s statements set out on pages 11-13.
The audited financial statements for the year ended 31 March 
2013 are set out on pages 28 to 64. The directors do not 
recommend the payment of a dividend for the year.
Research and development
The group undertakes research and development into software 
solutions for media transformation.  The aim of the software 
developed is to improve efficiencies, therefore reducing time and 
costs of producing physical and digital products.
Charitable and political contributions
During the year the group made no charitable or political 
donations.
Employees
Employee consultation
The group places considerable value on the involvement of its 
employees and has continued to keep them informed on matters 
affecting them as employees and on the various factors affecting 
the performance of the group.  This is achieved through formal 
and informal meetings, questionnaires and regular feedback.
Disabled employees
Applications for employment by disabled persons are always 
fully considered, bearing in mind the aptitudes of the applicant 
concerned.  In the event of members of staff becoming disabled 
every effort is made to ensure that their employment with the 
group continues and that appropriate training is arranged.  It is 
the policy of the group that the training, career development and 
promotion of disabled persons should, as far as possible, be 
identical with that of other employees.
Directors
The directors who served during the year were as follows:
Roger D Jeynes Non-Executive Chairman
Dr Stuart A Green Chief Executive Officer
Helen P Gilder Group Finance Director
Gordon Doran Commercial Director
James A Livingston Non-Executive Director
Details of the interests in the shares of the company at the 
beginning or subsequent date of appointment and end of the 
financial year of those directors who held office at 31 March 
2013 are disclosed in the Directors’ Remuneration report.  In 
accordance with the company’s Articles of Association Stuart 
Green and James Livingston retire by rotation at the next  
Annual General Meeting and, being eligible, offer themselves 
 for re-election.
Directors’ indemnities
The group has granted an indemnity to one or more of its 
directors against liability in respect of any proceedings 
brought by third parties, subject to the conditions set out in 
the Companies Act 2006. The company has purchased and 
maintains directors’ and officers’ insurance cover against certain 
legal liabilities and costs for claims in connection with any act or 
omission by such director and officers in the execution of their 
duties.
Policy and practice on payment of creditors
The group’s policy is to settle terms of payment with suppliers when 
agreeing the terms of each transaction, ensure that suppliers are 
made aware of the terms of payment and abide by the terms of 
payment.  Trade creditors of the company at 31 March 2013 were 
equivalent to 59 days (2012: 46 days) purchases, based on the 
average daily amount invoiced by suppliers during the year. Trade 
creditors of the group at 31 March 2013 were equivalent to 68 days 
(2012: 84 days) purchases.  Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
19
Key performance indicators
In addition to the monthly management accounts and information 
that are produced and monitored against the group’s plan 
and the previous year’s performance, the board uses Key 
Performance Indicators (KPIs) in the management of the key risks 
of the business and as a measure of the business efficiencies of 
the group.  The KPIs cover the following:
■ Sales performance is measured against budget and the latest 
expectations which are updated monthly.
■ Debtors are monitored by reviewing trends in debtor days 
and tracking the level of debt becoming overdue.
■ Costs and overheads are monitored against budget and 
against current needs.
■ Employee satisfaction is monitored through regular surveys, 
enabling management to act on emerging trends.
  2013 2012
Revenue $000 10,363               11,186 
Adjusted EBITDA* $000 749                    517 
Debtor days days 53                      30 
Overdue debtors $000 518 195 
Employee satisfaction % 95                     96 
* EBITDA before share based payments
Principal risks and uncertainties
Company law requires the group to report on principal risks and 
uncertainties facing the business, which the directors believe to 
be as follows:
International business
The group is domiciled in the UK, but has US operations and 96% 
of its revenues coming from overseas customers. As with most 
small yet international businesses the group’s risks are around 
managing the cash flow and exchange rate fluctuations. The group 
continues to focus closely on conservative cash management 
and monitor currency transactions taking proactive actions when 
appropriate.
Technology conservation
The group continues with a patent protection policy, with 31 
patents granted and 7 pending. These are integral to the 
business in the protection of our unique technologies.
Operational risks
The main operational risks are delays in the production of technology 
products, adoption of technology tools by customers and location of 
the main production facility within an earthquake zone. The production 
risk is managed by ensuring very tightly controlled schedules and 
data back-up procedures, thoroughly planning staff time and allowing 
time for contingencies. 
Loss of the group’s key customer
Client relationships are crucial to the group and the strength of 
them are key to its continued success. The group mitigates this 
risk by a diverse number of contacts working closely with the 
customer across different business units and obtaining long term 
contractual agreements for supply of technology and services.
Financial risks
The main financial risks faced by the group are foreign currency 
risk and liquidity risk.  The directors regularly review and agree 
policies for managing these risks.
The functional currency and presentation currency of the 
company is US dollars as the majority of the group’s transactions 
are undertaken in US dollars, however, the Consolidated 
Statement of Financial Position can be affected by movements 
between pound sterling and US dollars as the parent company 
and UK subsidiaries have some pound sterling debtors and 
creditors. Foreign currency risk is managed by matching 
payments and receipts in foreign currency to minimise exposure. 
Further information on the financial risks is given in note 26 to the 
accounts.
The group is exposed to the usual credit risk and cash flow risk 
associated with selling on credit and manages this through credit 
control procedures. The group regularly monitors cash flows and 
cash resources and now has the ability to draw down funds from 
the loan provided by Sara Green. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Governance
20
Directors’ Report
Purchase and disposal of interest in own Shares
During the year the group purchased 48,600 shares (2012: 
274,200), this represents 0.1% of the group’s share capital. The 
total cost of the purchase was $13,548 (2012: $67,593). Also 
during the year 278,420 ordinary shares with a nominal value of 
15p were disposed of (2012: 132,760). No consideration was 
received for the disposal as these shares were transferred to the 
group’s share incentive plan or distributed as a staff bonus. The 
maximum number of own ordinary shares, held in the year was 
321,689 (2012: 298,289). 
Substantial shareholdings
At 6 August 2013, the company had been notified, in accordance 
with sections 791 to 825 of the Companies Act 2006, of the 
following interests in the ordinary share capital of the company:
  Percentage
Name of holder  held Number
Funds managed and
advised by Foresight Group  20.7% 6,743,299
Herald Investment Trust plc  19.4% 6,350,685
Dr S A Green*  14.9% 4,857,335
John Henry Holdings Inc.  6.6% 2,148,642
JM Finn & Co  6.2% 2,019,890
South Yorkshire Investment
Capital Fund  5.6% 1,837,914
Investec Wealth & Investment 
Capital Fund  3.7% 1,215,569
*Shareholdings of directors include any interests of a “connected 
person”.
Change of auditor
The group periodically reviews all suppliers of goods and 
services and the provision of audit and tax services is no 
exception to this. Following the consideration of a number of 
proposals from different audit firms the current auditor was 
chosen.
Disclosure of information to auditor
Each of the persons who are directors at the time when this 
directors’ report is approved has confirmed that:
■ so far as that director is aware, there is no relevant audit 
information of which the company’s auditor is unaware, and
■ that director has taken all the steps that ought to have been 
taken as a director in order to be aware of any information 
needed by the group’s auditor in connection with preparing 
its report and to establish that the auditor is aware of that 
information.
 
By order of the board
Helen P Gilder
Director and Secretary
6 August 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
21
Corporate Governance Statement
Directors' responsibilities statement
The directors are responsible for preparing the Annual report and 
the financial statements in accordance with applicable law and 
regulations. 
Company law requires the directors to prepare financial 
statements for each financial year. Under that law the directors 
have, as required by the AIM Rules of the London Stock 
Exchange, elected to prepare the group financial statements in 
accordance with International Financial Reporting Standards as 
adopted by the European Union and have elected to prepare the 
parent company financial statements in accordance with those 
standards. Under company law the directors must not approve 
the financial statements unless they are satisfied that they give a 
true and fair view of the state of affairs of the company and the 
group and of the profit or loss of the company and group for that 
period. 
In preparing these financial statements the directors are required 
to:
■ select suitable accounting policies and then apply them 
consistently;
■ make judgments and accounting estimates that are 
reasonable and prudent;
■ state whether the financial statements have been prepared in 
accordance with IFRSs as adopted by the European Union;
■ prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the company and 
the group will continue in business.
The directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any time 
the financial position of the company and enable them to ensure 
that the financial statements comply with the Companies Act 
2006. They are also responsible for safeguarding the assets of 
the company and the group and hence for taking reasonable 
steps for the prevention and detection of fraud and other 
irregularities.
The directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
company’s website. Legislation in the United Kingdom governing 
the preparation and dissemination of the financial statements 
and other information included in annual reports may differ from 
legislation in other jurisdictions.
The names and functions of all the directors are stated on page 
16. 
Compliance with the UK Corporate Governance Code
Under the rules of AIM (The Alternative Investment Market of the 
London Stock Exchange) the company is not required to comply 
with the UK Corporate Governance Code 2012. The company 
is committed to high standards of corporate governance and 
the board recognises the value of the code and has regard 
to its requirements as far as practicable and appropriate for a 
company of its size and nature. The directors consider the group 
insufficiently large to warrant the need or cost of for an internal 
audit function.
Board of Directors
Throughout the year the board consisted of the non-executive 
chairman, three executive directors and one non-executive 
director. 
The board meets formally at least eleven times a year to consider 
those matters which are required to be brought to it for decision, 
which ensures that it maintains full and effective control over 
appropriate strategic, financial, operational and compliance 
issues. Directors receive an information pack before each board 
meeting which contains background information on such matters. 
Additional meetings are held to review and approve special 
matters if necessary.
Board committees
There are two committees to deal with remuneration and audit. 
They are comprised solely of the non-executive directors with 
certain executive directors attending by invitation when required.
The Audit Committee was chaired by James Livingston. The 
committee meets at least twice a year. The group’s external 
auditor is invited to attend these meetings. Consideration is given 
to the auditor’s pre- and post-audit reports and these provide 
opportunities to review the accounting policies, internal control 
and the financial information contained in both the Annual and 
Interim Reports.
The Remuneration Committee is chaired by Roger Jeynes and 
meets at least once per year. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Governance
22
Corporate Governance Statement
Internal control
The board is ultimately responsible for the group’s system of 
internal control and for reviewing its effectiveness.
A comprehensive budgetary process is completed once a year 
and is reviewed and approved by the Board. The group’s results 
are compared to the budget and prior year and are reported to 
the board on a monthly basis.
Going concern
After making enquires and taking into account the group’s cash 
resources as detailed in note 2.1, the directors have a reasonable 
expectation that the group has adequate resources to continue 
in operational existence for at least the next twelve months and, 
for this reason, they continue to adopt the going concern basis in 
preparing the financial statements.
By order of the board
Helen P Gilder
Director and Secretary
6 August 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
23
Directors’ Remuneration Report
Directors’ remuneration report
The Directors’ remuneration report is presented as a voluntary disclosure in order to aid the understanding of the financial statements.
The Remuneration Committee
During the year ended 31 March 2013 the Remuneration Committee consisted of both non-executive directors. The committee was 
chaired by Roger Jeynes.
The Remuneration Committee is responsible for determining the Executive Directors’ remuneration packages, including bonuses, share 
options and other incentive schemes.
Executive directors
The committee aims to ensure compensation is fair and reasonable and that it motivates the executive directors on both the short and 
long-term.
The remuneration packages include:
■ Basic salary
■ Defined contribution to personal pension plans
■ Private medical insurance
■ Discretionary bonus
■ Share options
Non-executive directors
James Livingston was remunerated by fees invoiced from Foresight Group. Roger Jeynes is paid as an employee for his board 
services and was remunerated for consultancy fees through Charborough Capital Limited.
Directors’ remuneration
Directors’ remuneration for the year to 31 March 2013 is:
       2013 2012
   Salary Bonus Benefits Pension Total Total
    $000 $000 $000 $000 $000 $000
Dr Stuart A Green              219                        -                        3           11                  233         239
Helen P Gilder              161            -                   3                      10                   174                 170
Gordon Doran              200        92                 19             -                    311         329
Roger D Jeynes                41                 -                    -             -          41         40
James A Livingston                37                       -                         -                        -                      37                            36
    658                      92                     25                      21                   796                          814 ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Governance
24
Directors’ Remuneration Report
Directors’ remuneration paid in pound sterling for the year to 31 March 2013 is:
2013 2012
Salary Bonus Benefits Pension Total Total
  £000 £000 £000 £000 £000 £000
Dr Stuart A Green 137 - 2 7 146 149
Helen P Gilder 102 - 2 6 110 106
Roger D Jeynes 26 - - - 26 25
James A Livingston 24 - - - 24 23
  289 - 4 13 306 303
Gordon Doran is remunerated in US Dollars.
The balance owing to Foresight Group at 31 March 2013 was $25,000 (2012: $48,000).The balance owing to Charborough Capital 
Limited at 31 March 2013 was $9,000 (2012: $17,000). 
Two directors (2012: two) serving during the year have been members of money purchase pension schemes into which the company 
contributes. 
The highest paid director received emoluments and benefits as follows:     
2013 2012
$000 $000
Emoluments 311 329
Money purchase pension contributions - -
311 329
The highest paid director did not exercise any share options, but was granted 150,000 options during the year and also received 2,800 
shares in the year as part of the group’s share incentive scheme. Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
25
Directors’ share options
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the 
company granted to or held by the directors. Details of the options are as follows:
Name of director
1 April 
2012
Granted 
during the 
year
Exercised 
during the 
year
Surrendered 
during the year
31 March 
2013
Exercise 
price
Date from 
which 
exercisable
Expiry 
date
Roger D Jeynes 30,000 - - - 30,000 $0.65** Jun-11 Jun-20
Dr Stuart A Green 175,000 -       - - 175,000 $0.21* Sep-09 Oct-18
Dr Stuart A Green - 150,000 - - 150,000 $0.23**** Jul-13 Jul-22
Helen P Gilder 450,000            - - - 450,000 $0.21* Sep-09 Oct-18
Helen P Gilder 100,000            - - - 100,000 $0.21* Oct-09 Oct-18
Helen P Gilder - 150,000 - - 150,000 $0.23**** Jul-13 Jul-22
Gordon Doran 450,000            - - - 450,000 $0.34*** Sep-09 Oct-18
Gordon Doran 100,000 - - - 100,000 $0.34*** Oct-09 Oct-18
Gordon Doran -  150,000 - - 150,000 $0.23**** Jul-13 Jul-22
  1,305,000 450,000 - - 1,755,000      
*The underlying exercise price of the share options is £0.15.
** The underlying exercise price of the share options is £0.43.
*** The underlying exercise price of the share options is £0.22.
****The underlying exercise price of the share options is £0.15 and they have a vesting condition that the company’s share price must 
be £0.40 or higher on twenty consecutive business days prior to exercise.
The exercise of share options is staggered over the exercise period with typically 40% exercisable after the first year and a further 30% 
in each of the next two years.
The charge to profit or loss in respect of directors’ share options amounted to $20,000 (2012: $10,000).
The market price of the ordinary shares at 31 March 2013 was 13 cents (8.25p) and the range during the year was 34 cents (21p) 
(high) to 12 cents (7.75p) (low).
Service contracts
The service contracts and letters of appointment of the directors include the terms in the table below. 
All the directors are on rolling director appointments and offer themselves for re-election by rotation in accordance with the company’s 
Articles of Association. 
Upon termination of their service agreement, executive directors are entitled to salary equivalent to their notice period.
        Date of  Notice
Name of director       appointment period
Executive directors
Dr Stuart A Green                              28 January 2000       12 months
Helen P Gilder      29 September 2006 6 months
Gordon Doran       28 July 2009 12 months
Non-executive directors
Roger D Jeynes       28 April 2010 —
James A Livingston       12 June 2009 — ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
26
Directors’ interests
The directors who held office at 31 March 2013 had the following interests, including any interests of a “connected person”, in the 15p 
ordinary shares of ZOO Digital Group plc:        
2013 2012
Name of director Beneficial Beneficial
Roger D Jeynes 120,000 120,000
Dr Stuart A Green 4,857,335 4,857,335
Helen P Gilder 56,019 56,019
Gordon Doran - -
James A Livingston 4,240 4,240
Shares are held on behalf of three of the directors in the long term incentive plan.
Sara Green, wife of Dr Stuart A Green held a $274,000 interest in 7.5% unsecured convertible loan stock at 31 March 2013. The 
underlying value of the interest in the convertible loan stock is £171,000.
During the year ended 31 March 2013 Sara Green, wife of Dr Stuart A Green, made a loan to the company of $79,000 with an interest rate 
of 6%. The underlying value of the loan was £50,000 and it was fully repaid before  31 March 2013.
James Livingston also has a non-beneficial interest in both shares and loan notes as a representative of Foresight Group, manager of the 
Foresight VCTs, several of which have a direct beneficial interest in ZOO Digital Group plc.
No other transactions have taken place with directors.
No other changes took place in the interests of directors between 31 March 2013 and 6 August 2013.
Directors’ Remuneration Report Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
27
We have audited the financial statements of ZOO Digital Group plc for the year ended 31 March 2013 which comprise the consolidated 
and parent company statement of financial position, the consolidated statement of comprehensive income, the consolidated and parent 
company statements of cash flows, the consolidated and parent company statements of changes in equity and the related notes. The 
financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards 
(IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the 
provisions of the Companies Act 2006.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 
an auditor’s report and for no other purpose. 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 auditor
As explained more fully in the directors’ responsibilities statement set out in page 21, the directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an 
opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those 
standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the APB’s website at: 
www.frc.org.uk/apb/scope/private.cfm.
Opinion on financial statements
In our opinion:
■ the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 March 
2013 and of the group’s loss for the year then ended; 
■ the consolidated financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; 
■ the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European 
Union and as applied in accordance with the provisions of the Companies Act 2006; and
■ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the directors’ report for the financial year for which the financial statements are prepared is 
consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our 
opinion:
■ adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been 
received from branches not visited by us; or
■ the parent company financial statements are not in agreement with the accounting records and returns; or
■ certain disclosures of directors’ remuneration specified by law are not made; or
■ we have not received all the information and explanations we require for our audit.
Paul Houghton (Senior Statutory Auditor)
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
SHEFFIELD              
6 August 2013
Independent Auditor’s Report to the Members of 
ZOO Digital Group plc ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
28
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2013
2013 2012
Note $000 $000
Revenue 5 10,363 11,186
Cost of sales (745) (1,907)
Gross Profit 9,618 9,279
Other operating income 6 293 168
Other operating expenses (9,278) (9,211)
Profit before interest, tax, depreciation and amortisation 633 236
Depreciation (260) (393)
Amortisation and impairment (1,425) (867)
Total operating expenses 8 (10,963) (10,471)
Operating loss (1,052) (1,024)
Exchange gain on borrowings 7 142 14
Renegotiation of convertible loan note 7 - (526)
Finance cost 7 (286) (430)
Total finance cost (144) (942)
Loss before taxation (1,196) (1,966)
Tax on loss 11 106 (60)
Loss and total comprehensive income for the year attributable to equity holders of 
the parent
(1,090) (2,026)
Loss per share   13
 - basic (3.34) cents (7.01) cents 
 - diluted (3.34) cents (7.01) cents 
The notes on pages 35 to 64 are an integral part of these consolidated financial statements.
The company has elected to take the exemption under section 408(2) of the Companies Act 2006 to not present the parent company 
Statement of Comprehensive Income.
The loss for the parent company for the year was $8,531,000 (2012: $165,000). Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
29
Consolidated Statement of Financial Position
as at 31 March 2013
2013 2012
Note $000 $000
ASSETS
Non-current assets
Property, plant and equipment 14 419 430
Intangible assets 15 9,260 9,487
Deferred income tax assets 16 486 486
10,165 10,403
Current assets
Trade and other receivables 18 2,103 2,365
Cash and cash equivalents 19 960 1,234
3,063 3,599
Total assets 13,228 14,002
LIABILITIES
Current liabilities
Trade and other payables 22 (3,014) (2,722)
Borrowings 21 (2,864) (194)
(5,878) (2,916)
Non-current liabilities
Borrowings 21 (115) (2,939)
Total liabilities (5,993) (5,855)
Net assets 7,235 8,147
EQUITY
Equity attributable to equity holders of the parent
Called up share capital 20 7,236 7,236
Share premium reserve 37,014 37,014
Other reserves 12,293 12,293
Share option reserve 276 248
Warrant reserve 523 440
Convertible loan note reserve 42 42
Foreign exchange translation reserve (992) (992)
Accumulated losses (49,138) (48,053)
7,254 8,228
Interest in own shares (19) (81)
Attributable to equity holders 7,235 8,147
          
The notes on pages 35 to 64 are an integral part of these consolidated financial statements.
The financial statements on pages 28 to 64 were approved and authorised for issue by the board of directors on 
6 August 2013 and were signed on its behalf.
 
Stuart A Green                  Helen P Gilder
Chief Executive     Group Finance Director ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
30
Company Statement of Financial Position
as at 31 March 2013
 
2013 2012
Note $000 $000
ASSETS
Non-Current Assets
Property, plant and equipment 14 2 1
Intangible assets 15 2,281 2,281
Investment in subsidiary undertakings 24 9,700 9,700
Amounts due from subsidiary undertakings 18 15,226 -
Deferred income tax assets 16 - 92
27,209 12,074
Current assets
Trade and other receivables 18 270 24,513
Cash and cash equivalents 19 3 - 
273 24,513
Total assets 27,482 36,587
LIABILITIES
Current liabilities
Trade and other payables 22 (458) (761)
Borrowings 21 (12,382) (9,966)
(12,840) (10,727)
Non-current liabilities
Borrowings 21 - (2,803)
Total liabilities (12,840) (13,530)
Net assets 14,642 23,057
EQUITY
Equity attributable to equity holders of the parent
Called up share capital 20 7,236 7,236
Share premium reserve 37,014 37,014
Other reserves 10,569 10,569
Share option reserve 276 248
Warrant reserve 523 440
Convertible loan note reserve 42 42
Foreign exchange translation reserve (13) (13)
Accumulative losses (41,001) (32,475)
14,646 23,061
Interest in own shares (4) (4)
Attributable to equity holders 14,642 23,057
           
Company registration number: 3858881
The notes on pages 35 to 64 are an integral part of these consolidated financial statements. The financial statements on pages 28 to 
64 were approved and authorised for issue by the board of directors on 6 August 2013 and were signed on its behalf.
 
Stuart A Green                  Helen P Gilder
Chief Executive                    Group Finance Director Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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31
Consolidated Statement of Changes in Equity
for the year ended 31 March 2013
Ordinary 
shares
Share 
premium 
reserve
Foreign 
exchange 
translation 
reserve
Convertible 
loan note 
reserve
Share 
option 
reserve
Share 
warrant 
reserve
Other 
reserves
Accumulated 
losses
Interest 
in own 
shares Total
$000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Balance at 1 April 2011 5,127 33,626 (992) 380 278 190 12,293 (46,782) (128) 3,992
Issue of shares 1,017 1,695 2,712
Issue costs (243) (243)
Loan note conversion 1,059 1,936 (380) 190 2,805
Fair value adjustments 
on loan note conversion
507 507
Loan note issue 42 42
Share based payments 32 250 282
Exercise of share 
options
33 (15) 15 33
Forfeited share options (47) 43 (4)
Purchase of own 
shares
(68) (68)
Disposal of own shares 115 115
Transactions with 
owners
2,109 3,388 - (338) (30) 250 - 755 47 6,181
Loss for the year (2,026) - (2,026)
Total comprehensive 
income for the year
- - - - - - - (2,026) - (2,026)
Balance at 31 March 
2012
7,236 37,014 (992) 42 248 440 12,293 (48,053) (81) 8,147
Share based payments 37 83 120
Forfeited share options (9) 5 (4)
Purchase of own 
shares
(13) (13)
Disposal of own shares 75 75
Transactions with 
owners
- - - - 28 83 - 5 62 178
Loss for the year (1,090) (1,090)
Total comprehensive 
income for the year
- - - - - - - (1,090) - (1,090)
Balance at 31 March 
2013
7,236 37,014 (992) 42 276 523 12,293 (49,138) (19) 7,235 ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
32
Company Statement of Changes in Equity
for the year ended 31 March 2013
Ordinary 
shares
Share 
premium 
reserve
Foreign 
exchange 
translation 
reserve
Convertible 
loan note 
reserve
Share 
option 
reserve
Share 
warrant 
reserve
Other 
reserves
Accumulated 
losses
Interest 
in own 
shares Total
  $000 $000 $000 $000 $000 $000 $000 $000 $000 $000
Balance at 1 April 2011 5,127 33,626 (13) 380 278 190 10,569 (33,065) (4) 17,088
Issue of shares 1,017 1,695 2,712
Issue costs (243) (243)
Loan note conversion 1,059 1,936 (380) 190 2,805
Fair value adjustments 
on loan note conversion
507 507
Loan note issue 42 42
Share based payments 32 250 282
Exercise of share 
options
33 (15) 15 33
Forfeited share options (47) 43 (4)
Transactions with 
owners
2,109 3,388 - (338) (30) 250 - 755 - 6,134
Loss for the year (165) (165)
Total comprehensive 
income for the year
-  - - - - - - (165) -   (165)
Balance at 31 March 
2012
7,236 37,014 (13) 42 248 440 10,569 (32,475) (4) 23,057
Share based payments 37 83 120
Forfeited share options (9) 5 (4)
Transactions with 
owners
- - - - 28 83 - 5 - 116
Loss for the year (8,531) (8,531)
Total comprehensive 
income for the year
-  - - - - - - (8,531) - (8,531)
Balance at 31 March 
2013
7,236 37,014 (13) 42 276 523 10,569 (41,001) (4) 14,642 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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33
Consolidated Statement of Cash Flows
for the year ended 31 March 2013
2013 2012
Note $000 $000
Cash flows from operating activities
Operating loss for the year (1,052) (1,024)
Depreciation 14 260 393
Amortisation & impairment 15 1,425 867
Share based payments 116 278
Purchase of own shares (13) (68)
Disposal of own shares 75 115
Disposal and de-recognition of intangible assets 15 68
Disposal of property, plant and equipment 3 - 
Changes in working capital:
Decreases in inventories - 80
Decreases in trade and other receivables 262 651
Increases/ (decreases) in trade and other payables 292 (597)
Cash flow from operations 1,383 763
Tax received/ (paid) 106 (60)
Net cash flow from operating activities 1,489 703
Investing activities
Purchase of intangible assets 15 (1,213) (1,942)
Purchase of property, plant and equipment 14 (252) (274)
Net cash flow from investing activities (1,465) (2,216)
Cash flows from financing activities
Repayment of borrowings (336) (202)
Proceeds from borrowings 304 187
Finance cost (266) (340)
Share and convertible loan issue costs - (243)
Issue of share capital - 2,745
Net cashflow from financing (298) 2,147
Net (decrease)/ increase in cash and cash equivalents (274) 634
Cash and cash equivalents at the beginning of the year 1,234 600
Cash and cash equivalents at the end of the year 19 960 1,234
      The notes on pages 35 to 64 are an integral part of these consolidated financial statements. ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
34
Company Statement of Cash Flows
for the year ended 31 March 2013
2013 2012
Note $000 $000
Cash flows from operating activities
Operating (loss)/ profit for the year (8,347) 716
Depreciation 14 1 86
Share based payments 116 278
Changes in working capital:
Decreases/ (increases) in trade and other receivables 9,017 (2,709)
Decreases in trade and other payables (303) (138)
Cash flow from operations 484 (1,767)
Tax paid -  - 
Net cash flow from operating activities 484 (1,767)
Investing activities
Purchase of property, plant and equipment 14 (2) (2)
Net cash flow from investing activities (2) (2)
Cash flows from financing activities
Proceeds from borrowings 79 - 
Repayment of borrowings (79) - 
Finance cost (214) (279)
Share and convertible loan issue costs - (243)
Issue of share capital - 2,745
Net cash flow from financing (214) 2,223
Net increase in cash and cash equivalents 268 454
Cash and cash equivalents at the beginning of the year (265) (719)
Cash and cash equivalents at the end of the year 19 3 (265)
The notes on pages 35 to 64 are an integral part of these consolidated financial statements. Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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35
Notes to the Financial Statements
for the year ended 31 March 2013
1. General Information
ZOO Digital Group plc (‘the company’) and its subsidiaries (together ‘the group’) provide productivity tools and services for digital 
content authoring, video post-production and localisation for entertainment, publishing and packaging markets and continue with 
on-going research and development in those areas. The group has operations in both the UK and US.
The company is a public limited company which is listed on the AIM market of the London Stock Exchange and is incorporated 
and domiciled in the UK. The address of the registered office is The Tower, 2 Furnival Square, Sheffield.
The registered number of the company is 3858881.
The consolidated financial statements are presented in US dollars, the currency of the primary economic environment in which the 
company operates (note 2.4.2).
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have 
been applied consistently to all the years presented, unless otherwise stated.
2.1 Basis of preparation
These financial statements have been prepared in accordance with IFRS as adopted by the European Union, and with those parts 
of the Companies Act 2006 applicable to companies reporting under IFRS. 
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and 
assumptions that effect the application of policies and reported amounts in the financial statements. The areas involving a higher 
degree of judgement or complexity, or areas where assumptions or estimates are significant to the financial statements are 
disclosed in note 3.
A separate Statement of Comprehensive Income for the parent company has not been presented as permitted by section 408 (2) 
of the Companies Act 2006.
The directors have prepared trading and cash flow forecasts for the group for the period to 31 March 2016 which show a recovery 
from the current position and cautious growth in profitability.  In line with industry practice in this sector the directors have had 
informal indications from major and smaller customers to substantiate a significant proportion of the forecast sales.  The directors 
have considered the consequences if the sales volume is less than the level forecast and they are confident that in this eventuality 
alternative steps could be taken to ensure that the group has access to sufficient funding to continue to operate.  Whilst the 
forecasts prepared do not indicate a cash requirement, should the need arise Sara Green, the wife of Dr. Stuart Green, CEO of 
the company,has confirmed that she will provide financial support to the group up to a maximum of $320,000 (£200,000). This 
facility is available until 31 March 2014.
The $2,681,000 (£1,770,500) convertible loan note is currently due to mature on 31 October 2013.  The directors are in advanced 
stages of discussion with the major loan note holders regarding an extension to the term of this loan.  The directors are confident, 
given that the major loan note holders are also major equity holders, that amended terms will be agreed prior to the maturity of the 
current term.
The directors believe the assumptions used in preparing the trading and cash flow forecasts to be realistic, and consequently that 
the group will continue in operational existence for the foreseeable future. The financial statements have therefore been prepared 
on a going concern basis. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
36
2.1.1 New IFRS Standards and interpretations issued but not yet applied
Any standards and interpretations that have been issued but are not yet effective, and that are available for early application, 
have not been applied by the group in these financial statements. Standards that will have an impact on the financial statements 
are listed below. These will affect presentation only.
The standards that are expected to have a material effect on the financial statements in the future are:
■ IFRS 9 Financial Instruments (effective 1 January 2015)
■ IFRS 10 Consolidated Financial Instruments (effective 1 January 2013)
In accordance with the transitional provisions these standards will be prospectively applied and changes in accounting policy 
resulting from their application will have no impact on the opening balances in future financial statements.
2.2 Consolidation
Subsidiaries are all entities over which the group has the power to govern the financial and operating policies so as to obtain 
benefit from their activities. Subsidiaries are fully consolidated from the date on which control is obtained until the date that control 
ceases.
The consolidated financial statements of ZOO Digital Group plc include the results of the company and its subsidiaries.  
Subsidiary accounting policies are amended where necessary to ensure consistency within the group and intra group 
transactions are eliminated on consolidation.
2.3 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting regularly reviewed by the group’s chief 
operating decision maker to make decisions about resource allocation to the segments and to assess their performance.
2.4 Foreign currency translation
2.4.1 Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency of the primary 
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are 
presented in US dollars which is the company’s functional and presentation currency. The functional currency of the company’s 
subsidiaries is US dollars, therefore the majority of transactions between the company and its subsidiaries and the company’s 
revenue and receivables are denominated in US dollars.
The pound sterling/US dollar exchange rate at 31 March 2013 was 0.6577 (2012: 0.6245).
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
37
2. Summary of significant accounting policies continued
2.4.2 Transactions and balances
Transactions in foreign currencies are recorded at the prevailing rate of exchange in the month of the transaction. Foreign 
exchange gains or losses resulting from the settlement of such transactions and from the translation of monetary assets and 
liabilities denominated in foreign currencies at the year end exchange rates are recognised in the profit/(loss) for the year in the 
Consolidated Statement of Comprehensive Income.
2.4.3 Group companies
The results and financial position of all group entities that have a functional currency different from the presentation currency are 
translated into the presentation currency as follows:
■ assets and liabilities for each entity are translated at the closing rate at the year end date;
■ income and expenses for each Statement of Comprehensive Income are translated at the prevailing monthly exchange rate 
for the month in which the income or expense arose and all resulting exchange rate differences are recognised with the 
foreign exchange translation reserve.
2.5 Intangible assets
2.5.1 Goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses, representing any excess of the fair value of the 
consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and reviewed annually for 
impairment. Goodwill is carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-
generating units that are expected to benefit from the business combination in which the goodwill arose.
2.5.2 Patent and Trademark costs
Patent and trademark costs are stated at cost, net of amortisation and any provision for impairment. Patents and trademarks have 
a finite useful life and amortisation is charged to profit or loss on a straight line basis over the estimated useful economic life which 
is assessed to be ten years.
2.5.3 Research and Development costs
Research expenditure is charged to profit or loss in the period in which it is incurred.  Development costs are recognised as an 
intangible asset if they fulfil the following criteria:
— it is technically feasible to complete the intangible asset so that it will be available for use;
— management intends to complete the intangible asset and use or sell it;
— there is an ability to use or sell the intangible asset;
— it can be demonstrated how the intangible asset will generate probable future economic benefits;
— there are adequate technical, financial and other resources to complete the development and to use or sell the intangible 
asset;
— the expenditure attributable to the intangible asset during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense in profit or loss as incurred. 
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Development costs recognised as an intangible asset are amortised on a straight line basis over the estimated useful life of three 
years or the length of any current sales contracts, from the point at which the asset is ready for sale or use. ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
38
2. Summary of significant accounting policies continued
2.5.4 Computer Software
Acquired computer software is shown at historical cost less accumulated amortisation and impairment losses. Amortisation is 
charged to profit or loss on a straight-line basis over its estimated useful life of three years from the date the asset is available for 
use.
Costs that are directly associated with the development of identifiable and unique software products controlled by the group, 
and are expected to generate economic benefits exceeding costs beyond one year, are recognised as development costs within 
intangible assets. See note 2.5.3 Research and Development costs.
2.6 Investments in subsidiary undertakings
In the company, investments in subsidiary undertakings are carried at cost less any impairment. The investments are reviewed on 
an annual basis for any indication of impairment. The investments are eliminated on consolidation.
2.7 Property, plant and equipment
All property, plant and equipment assets are stated at cost less accumulated depreciation and impairment. Depreciation is 
provided on all such assets at rates calculated to write off the cost of each asset less estimated residual value, on a straight-line 
basis, over its estimated useful life, as follows:
— Leasehold improvements   5 years or over the term of the lease, if shorter
— Computer hardware   between 2 and 3 years
— Office equipment, fixtures and fittings  between 2 and 5 years
— Production equipment   between 2 and 3 years
2.8 Impairment of assets
The group assesses at each year end date whether there is any indication that any of its assets have been impaired. If such 
indication exists, the asset’s recoverable amount is estimated and compared to its carrying value.
For goodwill, intangible assets that have an indefinite life and intangible assets not yet available for use, the recoverable amount 
is estimated at each year end date and whenever there is an indication of impairment an impairment loss is recognised for the 
amount by which the asset’s carrying value amount exceeds its recoverable amount. Impairment losses are recognised in profit or 
loss.
2.9 Financial instruments
The group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or 
an equity instrument in accordance with the substance of the contractual agreement.
The group monitors its exposure and adopts forward foreign exchange contracts where it deems appropriate and where 
commercially viable to hedge its exposure to currency risk. 
Financial instruments are recognised on the Statements of Financial Position at fair value when the group becomes a party to the 
contractual provisions of the instrument, with movements reflected in profit or loss. The group does not use hedge accounting for 
its forward foreign currency contracts and does not use forward foreign currency contracts for speculative purposes.
2.9.1 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at 
amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or 
loss over the period of the borrowings using the effective interest rate method.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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39
2. Summary of significant accounting policies continued
The convertible loan notes were initially accounted for in accordance with IAS 32 ‘Financial Instruments: presentation’ and split 
between debt and equity based upon the market rate of similar loans not carrying conversion options. Substantial modifications to 
the convertible loan notes have been accounted for under IAS 39 ‘Financial Instruments: Recognition and measurement’.
2.9.2 Trade receivables
Trade receivables are amounts due from customers for provision of services in the ordinary course of business. They are 
recognised initially at their fair value and subsequently at their amortised cost using the effective interest rate method, less 
provision for impairment. 
2.9.3 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and deposits held with banks.
2.9.4 Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from 
suppliers. Trade payables are recorded initially at fair value and subsequently measured at their amortised cost using the 
effective interest rate method. 
2.10 Share based payments
Options and warrants are measured at fair value at grant date using the binomial model. The fair value is expensed on a straight 
line basis over the vesting period, based on an estimate of the number of options or warrants that will eventually vest.
Under the group’s share option scheme, share options are granted to directors and selected employees and under the share 
warrant schemes, warrants are granted to selected customers. The options and warrants are expensed in the period over 
which the share based payment vests. A corresponding increase to the share option reserve or share warrant reserve under 
shareholder’s funds is recognised.
When share options or warrants are exercised, the company issues new shares. The nominal share value from the proceeds 
received are credited to share capital and proceeds received above nominal value, net of attributable transaction costs are 
credited to the share premium when the options or warrants are exercised. When share options or warrants are forfeited, 
cancelled or expire, the corresponding fair value is transferred to the accumulated losses reserve.
The group has no legal or constructive obligation to repurchase or settle the options in cash.
2.11 Pension costs and other post-retirement benefits
The group operates only defined contribution schemes and pays contributions to publicly or privately administered pension 
insurance plans on a mandatory, contractual or voluntary basis. The group has no further obligations once the contributions have 
been paid. The amount charged to the Consolidated Statement of Comprehensive Income in respect of pension costs and other 
post-retirement benefits is the contributions payable in the period. Differences between contributions payable in the period and 
contributions actually paid are shown as either accruals or prepayments in the Statements of Financial Position.
2.12 Revenue
Revenue comprises the consideration receivable for services provided, software usage fees and royalty income. Revenue is 
shown net of value added tax, returns, rebates and discounts and after eliminating sales within the group.
2.12.1 Sales of services
The group sells design, development and other services relating to the media production, publishing and packaging industries. 
These services are provided on a time and material basis, on a piecemeal basis or as a fixed price contract.
Revenue from time and material contracts is recognised as labour hours and direct expenses are incurred, at the contracted 
rates.
Piecemeal revenue is recognised based on standard rates using parameters based on the size and complexity of the individual 
projects. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
40
Revenue from fixed price contracts is recognised in accordance with the substance of the contract as services are performed by 
the group and accepted by the customer.
If circumstances arise that may change the original estimates of revenue and costs or extent of progress toward completion, 
estimates are revised. These revisions resulting in increases or decreases in the estimated revenues and costs are reflected in profit 
or loss in the period in which the circumstances that give rise to the revision become known to management.
2.12.2 Software license fees
Revenue attributable to the use of software products is credited to the Consolidated Statement of Comprehensive Income in line 
with the usage of these products. The measure of usage of the products varies over the software products. The usage is either 
based on the volume of work performed using the products or the numbers of users registered to use the software over a period 
of time.
2.13 Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating 
leases. Payments made under operating leases are recognised in profit or loss on a straight line basis over the term of the lease.
Leases of equipment where the group has substantially all the risks and rewards of ownership are classified as finance leases. 
Finance leases are capitalised at the lease’s commencement at the lower of the fair value of the leased property and the present 
value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance 
outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of 
the finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the 
remaining balance of the liability for each period. The equipment acquired under finance leases is depreciated over the shorter of 
the useful life of the asset or the lease term.
2.14 Deferred taxation 
Deferred tax, including UK corporation tax and foreign tax, is provided in full using the Statement of Financial Position liability 
method. Deferred tax is the future tax consequences of temporary differences between the carrying amounts and tax bases of 
assets and liabilities shown on the consolidated and parent company Statement of Financial Position. Deferred tax assets and 
liabilities are not recognised if they arise in the following situations; the initial recognition of goodwill; or the initial recognition 
of assets and liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on 
the expected manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates enacted or 
substantively enacted at the year end date.
The group does not recognise deferred tax liabilities, or deferred tax assets, on temporary differences associated with 
investments in subsidiaries, joint ventures and associates as it is not considered probable that the temporary differences will 
reverse in the foreseeable future. 
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. The carrying amount of deferred tax asset is reviewed at each year end date and reduced to the extent 
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.
2.15 Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be 
received and the group will comply with all attached conditions.
Government grants relating to operating costs are deferred and recognised in the Consolidated Statement of Comprehensive 
Income over the period necessary to match them with the costs they are intended to compensate.
Government grants relating to property, plant and equipment are credited to the cost of the asset and released to the 
Consolidated Statement of Comprehensive Income on a straight line basis over the expected lives of the related assets.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
41
3. Accounting estimates and judgements
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including 
expectations of future events that are believed to be reasonable under the circumstances.
3.1 Critical accounting estimates and assumptions
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom 
equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the 
carrying amounts of assets and liabilities within the next financial year are discussed below.
Goodwill
Goodwill is tested annually for impairment at the year end date. The recoverable amounts of cash generating units have been 
estimated based on value in use calculations. Value in use calculations have been based on a pre-tax discount rate of 12%. No 
impairment loss is incurred at this discount rate. Had the discount rate used been 1% greater or lower than estimated, there still 
would be no material impact on impairment.
Financial Instruments
On initial recognition discounted cash flow analysis is used to determine the fair value of financial instruments that are not traded 
on the open market. The non-traded financial instrument is the convertible loan note. Calculations have been based on a pre-tax 
discount rate of 8.5%.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits 
will be available in the future against which the reversal of temporary differences can be deducted. Where the temporary 
differences related to unused tax losses, evidence considered to support the recognition of deferred tax assets include 
the existence of relevant taxable profits in the current and preceding periods and in the period after the reporting date and 
expectations of profits in the future. Recognition therefore involves judgement regarding the future financial performance of the 
particular legal entity or tax group in which the deferred tax asset has been recognised. 
Accounting estimates for the useful lives of property, plant and equipment and intangible assets are included within the relevant 
accounting policies above.
3.2 Critical judgements in applying the group’s accounting policies
Operating lease commitments
The group has entered into property leases for its Sheffield and Los Angeles offices. As management have determined that the 
group has not obtained substantially all the risks and rewards of ownership of the property, the lease has been classified as an 
operating lease and accounted for accordingly.
Functional currency of the company
The functional currency of the company’s largest subsidiaries is US dollars. Therefore, as the majority of transactions between the 
company and these subsidiaries and the company’s revenue and receivables are denominated in US dollars management have 
determined that the company’s functional and presentation currency is US dollars.
4. Segmental reporting
Operating segments
At 31 March 2013, the group is organised on a worldwide basis into two main operating segments:
— Software solutions, including development, consultancy and software sales
— Media production and design
Revenue arising from licensing and use by external customers of the group’s software tools is included within software solutions.  
Services provided by the group’s staff, either using the group’s tools or by more traditional methods, is included within the media 
production category. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
42
These divisions are the basis on which the group reports its segment information. Other group operations comprise of head office operations. 
The Segment results are as follows:
                  Software Solutions            Media Production                  Total
2013 2012 2013 2012 2013 2012
$000 $000 $000 $000 $000 $000
Total Revenue
4,734 6,962 7,689 7,617 12,423 14,579
Inter-segment revenue
 -  - (2,060) (3,393) (2,060) (3,393)
Revenue
4,734 6,962 5,629 4,224 10,363 11,186
Segment operating profit/ (loss)
(664) 1,056 1,066 (433) 402 623
Unallocated corporate expenses
(1,454) (1,647)
Operating loss
(1,052) (1,024)
Finance cost
(144) (942)
Loss before taxation
(1,196) (1,966)
Tax on loss
106 (60)
Loss for the year
(1,090) (2,026)
Other segmental information included in the Consolidated Statement of Comprehensive Income is as follows:
         Software Solutions            Media Production             Group Operations            Total      
2013 2012 2013 2012 2013 2012 2013 2012
$000 $000 $000 $000 $000 $000 $000 $000
Depreciation 15 20 244 287 1 86 260 393
Amortisation 1,181 771 65 96 -  - 1,246 867
Impairment losses 179 -  -  -  -  - 179 -
Segment assets consist primarily of property, plant and equipment, intangible assets, trade and other receivables and cash and cash 
equivalents.Segment liabilities comprise operating liabilities. Unallocated liabilities comprise items such as borrowings.
Capital expenditure includes additions to property, plant and equipment and intangible assets, including additions resulting from 
acquisitions through business combinations.
Software Solutions Media Production               Total                        
2013 2012 2013 2012 2013 2012
$000 $000 $000 $000 $000 $000
Assets 6,894 8,687 2,105 1,332 8,999 10,019
Unallocated corporate assets 4,229 3,983
Consolidated total assets 13,228 14,002
Liabilities 1,597 1,116 1,206 1,286 2,803 2,402
Unallocated corporate liabilities 3,190 3,453
Consolidated total liabilities 5,993 5,855
Capital Expenditure 1,197 1,886 268 330 1,465 2,216
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
43
4. Segmental reporting continued
Geographical areas
The group’s operating divisions operate in two principal geographical areas of the world, the UK and the US. All European 
operations are run from the UK office.
                 Revenue            Total Assets            Non-current assets 
2013 2012 2013 2012 2013 2012
$000 $000 $000 $000 $000 $000
United Kingdom (domicile) 392 323 10,596 12,167 9,208 9,402
US 9,971 10,863 2,146 1,349 471 515
10,363 11,186 12,742 13,516 9,679 9,917
5. Revenue
The group’s revenue comprises:
2013 2012
$000 $000
Software Solutions 4,734 6,962
Media Production 5,629 4,224
10,363 11,186
Continuing operations 10,363 11,186
Discontinued operations -  - 
10,363 11,186
Revenue from services 8,226 8,532
Software licence fees 2,137 2,654
10,363 11,186
Major customers
The group currently has one major customer representing 87% (2012: 87%) of the group’s revenues. These revenues are 
generated from both of the group’s operating segments. The revenues are as follows:
2013 2012
$000 $000
Major customer 9,049 9,777
Other customers 1,314 1,409
10,363 11,186
6. Other operating income
2013 2012
$000 $000
Government grants 293 168 ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
44
7. Finance costs
2013 2012
$000 $000
Finance costs:
Interest on bank overdraft 2 23
Interest on borrowings 284 407
Renegotiation of convertible loan stock (see note 21) - 526
Exchange gains on borrowings (142) (14)
Finance costs 144 942
8. Operating loss
Group operating loss for the year is stated after charging/(crediting) the following:
2013 2012
$000 $000
Other exchange gains (20) (14)
Staff costs 7,788 8,136
Capitalised staff costs (1,465) (1,936)
Depreciation 260 393
Amortisation of other intangible assets 1,246 867
Impairment losses on other intangible assets 179 - 
Research and non-capitalised development costs 154 192
Operating lease expense 622 617
Auditor’s remuneration 68 75
Other expenses 2,131 2,141
Other operating expenses 10,963 10,471
9. Auditor’s remuneration
2013 2012
$000 $000
Fees payable to company’s auditor for the audit of the parent company and consolidated 
financial statements  
 
28
 
37
Fees payable to the company’s auditor and its associates for other services:
The audit of the financial statements of the company’s subsidiaries  pursuant to legislation 19 26
Tax services 19 11
All other services 2 1
68 75
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
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45
10. Employees including directors
The average number of employees (including executive directors) was:
2013 2012
No. No.
Product design and service delivery 84 94
Sales and marketing 3 4
Administration 11 9
98 107
Their aggregate remuneration comprised:
2013 2012
$000 $000
Wages and salaries 6,868 7,319
Social security costs 639 727
Other pension costs 87 67
Termination costs 161 - 
Share based payments 33 23
7,788 8,136
The group pension arrangements are operated through a defined contribution scheme.
Compensation of key management personnel (including directors)
       
2013 2012
$000 $000
Short-term employee benefits 1,340 1,336
Post-employment benefits 21 9
Share based payments 24 14
1,385 1,359
This includes all directors and senior management listed on pages 16 and 17.
Directors’ remuneration for the year to 31 March 2013 is:
Salary Bonus Benefits Pension
2013 
Total
2012 
Total
$000 $000 $000 $000 $000 $000
Dr Stuart A Green 219 - 3 11 233 239
Helen P Gilder 161 - 3 10 174 170
Gordon Doran 200 92 19 - 311 329
Roger D Jeynes 41 -  -  - 41 40
James A Livingston 37 -  -  - 37 36
658 92 25 21 796 814
Two directors (2012: two) serving during the year have been members of money purchase pension schemes into which the  ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
46
company contributes.
10. Employees including directors continued
The highest paid director received emoluments and benefits as follows:
2013 2012
$000 $000
Emoluments 311 329
Money purchase pension contributions -  - 
311 329
11. Income tax
2013 2012
$000 $000
Current tax:
UK corporation tax
 - Adjustments in respect of prior years - (2)
 - Research and development tax credit 120 - 
Foreign tax (14) (58)
Total current tax 106 (60)
Total deferred tax -  - 
Tax credited/(charged) 106 (60)
Corporation tax is calculated at 24% (2012: 26%) of the estimated assessable profit for the year.
Tax charge for the year
The tax charge for the year can be reconciled to the loss for the year as follows:
2013 2012
$000 $000
Loss before tax (1,196) (1,966)
Tax calculated at standard rate of corporation tax of 24% (2012 : 26%) (287) (511)
Capital allowances in excess of depreciation (26) (97)
Disallowable items 17 - 
Additional R&D expenditure relief (145) (148)
R&D Tax credit (120) - 
Losses carried forward 667 696
Tax credited/(charged) 106 (60)
Tax losses carried forward 
The group has tax losses carried forward of approximately $32m (2012: $31m), of which $2m (2012: $1.8m) has been recognised 
at a rate of 23% as a deferred tax asset for the year. The balance of tax losses remain unrecognised at the balance sheet date 
due to the uncertainty in timing of future profits.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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47
12. Dividends
There were no dividends paid or proposed.
13. Loss per share
Earnings per share is calculated by dividing the loss attributable to equity holders of the company by the weighted average 
number of ordinary shares in issue during the year.
               Basic and Diluted        
2013 2012
$000 $000
Loss for the financial year (1,090) (2,026)
      
2013 2012
Weighted average number of shares for basic & diluted loss per share
Number of 
shares
Number of 
shares
Basic 32,660,660 28,901,576
Effect of dilutive potential ordinary shares:
Convertible loan note 3,688,542 5,241,637
Share options 2,634,342 2,445,535
Share warrants 2,673,642 2,673,642
Diluted 41,657,186 39,262,390
The basic and diluted earnings per share are the same due to the group being loss making and the average share price during 
the period being lower than the conversion price or exercise prices of the convertible loan note and share options and warrants. ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
48
14. Property, plant and equipment
Production 
Equipment
Leasehold 
improvements
Computer 
hardware
Office 
equipment, 
fixtures & fittings Total
Group $000 $000 $000 $000 $000
Cost
Opening cost at 1 April 2011 300 155 1,385 381 2,221
Additions 104 2 163 5 274
Disposals -  - (111) - (111)
Opening cost at 1 April 2012 404 157 1,437 386 2,384
Additions 58 110 57 27 252
Disposals - (106) (205) (236) (547)
Closing cost at 31 March 2013 462 161 1,289 177 2,089
Accumulated depreciation/ impairment
Opening balance at 1 April 2011 259 82 985 346 1,672
Depreciation 65 60 235 33 393
Disposals - - (111) - (111)
Opening balance at 1 April 2012 324 142 1,109 379 1,954
Depreciation 49 17 188 6 260
Disposals - (106) (205) (233) (544)
Closing cost at 31 March 2013 373 53 1,092 152 1,670
Opening carrying value at 1 April 2011 41 73 400 35 549
Opening carrying value at 1 April 2012 80 15 328 7 430
Closing carrying value at 31 March 2013 89 108 197 25 419
 
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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49
Property, plant and equipment for the group includes the following amounts where the group is a lessee under finance leases: 
Production 
Equipment
Leasehold 
improvements
Computer 
hardware
Office 
equipment, 
fixtures & 
fittings Total
At 31 March 2013 $000 $000 $000 $000 $000
Cost - capitalised finance leases 131 92 408 26 657
Accumulated depreciation (55) (11) (282) (3) (351)
Net book value 76 81 126 23 306
Production 
Equipment
Leasehold 
improvements
Computer 
hardware
Office 
equipment, 
fixtures & 
fittings Total
At 31 March 2012 $000 $000 $000 $000 $000
Cost - capitalised finance leases 101 - 470 - 571
Accumulated depreciation (41) - (261) - (302)
Net book value 60 - 209 - 269
The group leases various equipment under non-cancellable finance lease agreements. The lease terms are three and five years.
Leasehold 
improvements
Computer 
hardware
Office 
equipment, 
fixtures & 
fittings Total
Company $000 $000 $000 $000
Cost
Opening cost at 1 April 2011 128 425 375 928
Additions -  - 2 2
Opening cost at 1 April 2012 128 425 377 930
Additions - 2 - 2
Disposals (106) (188) (233) (527)
Closing cost at 31 March 2013 22 239 144 405
Accumulated depreciation/ impairment
Opening balance at 1 April 2011 73 425 345 843
Depreciation 55 - 31 86
Opening balance at 1 April 2012 128 425 376 929
Depreciation -  - 1 1
Disposals (106) (188) (233) (527)
Closing balance at 31 March 2013 22 237 144 403
Opening carrying value at 1 April 2011 55 - 30 85
Opening carrying value at 1 April 2012 -  - 1 1
Closing carrying value at 31 March 2013 - 2 - 2
There were no assets under finance lease 31 March 2013 or 31 March 2012.  ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
50
15. Intangible assets
Goodwill
Development   
Costs
Patents and 
trademarks
Computer 
Software Total
Group $000 $000 $000 $000 $000
Cost  
Opening cost at 1 April 2011 16,610 6,268 554 496 23,928
Additions                 - 1,804 43 95 1,942
Disposals - (33) - (86) (119)
Derecognise - - (26) - (26)
Opening cost at 1 April 2012 16,610 8,039 571 505 25,725
Additions                 - 1,163 23 27 1,213
Disposals - - - (16) (16)
Derecognise - (1,587) (15)  -  (1,602)
Closing cost at 31 March 2013 16,610 7,615 579 516 25,320
Accumulated amortisation/ impairment
Opening balance at 1 April 2011 12,620 2,395 73 360 15,448
Amortisation - 726 38 103 867
Disposals - -  - (77) (77)
Opening balance at 1 April 2012 12,620 3,121 111 386 16,238
Amortisation                 - 1,133 42 71 1,246
Disposals                 - - - (16) (16)
Derecognise - (1,587) - - (1,587)
Impairment loss - 179 -  - 179
Closing balance at 31 March 2013 12,620 2,846 153 441 16,060
Opening carrying value at 1 April 2011 3,990 3,873 481 136 8,480
Opening carrying value at 1 April 2012 3,990 4,918 460 119 9,487
Closing carrying value at 31 March 2013 3,990 4,769 426 75 9,260
Development costs are internally generated software development costs. All other intangible assets are acquired 
externally.
The remaining life of the majority of development costs is 9 years.
Following the decision by management not to renew or pursue some of the company’s patent applications, $15,000 of 
previously capitalised patents costs were derecognised during the year. 
During the year ended 31 March 2013 changes in market expectations led to a management decision not to continue 
the development of certain projects. These projects are considered to be impaired and the amount of impairment was 
$179,000. $1,587,000 Development projects acquired with the purchase of ZOO Digital Production LLC (formerly Scope 
Seven LLC) were derecognised during the year as management consider there are no future economic benefits expected 
from their use or disposal. These development projects have previously been fully impaired.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
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51
Computer software includes the following amounts where the group is a lessee under finance leases:
2013 2012
$000 $000
Cost - capitalised finance leases 50 32
Accumulated amortisation (24) (9)
Net book value 26 23
Goodwill
Computer   
Software Total
Company $000 $000 $000
Cost
Opening cost at 1 April 2011 and 1 April 2012 10,960 65 11,025
Disposals - (16) (16)
Closing cost at 31 March 2013 10,960 49 11,009
Accumulated amortisation/ impairment
Opening balance at 1 April 2011 and 1 April 2012 8,679 65 8,744
Disposals - (16) (16)
Closing balance at 31 March 2013 8,679 49 8,728
Opening carrying value at 1 April 2011 2,281 - 2,281
Opening carrying value at 1 April 2012 2,281 - 2,281
Closing carrying value at 31 March 2013 2,281 - 2,281
There were no assets held under finance leases at 31 March 2013 and 31 March 2012.
Impairment tests for goodwill
Goodwill is subject to annual impairment testing, or more frequently if there are indications that goodwill might be impaired. 
Goodwill is allocated to the group’s cash generating units (CGUs) identified according to the operating segment. The  
aggregation of assets for identifying the cash generating units has not changed since the prior year.
The recoverable amount of a CGU has been determined based on its value in use. In calculating the value in use the group 
used a discount rate of 12% (2012: 8%). The carrying amount of goodwill is allocated as follows:
             Software Solutions               Media Production          Group                 
2013 2012 2013 2012 2013 2012
$000 $000 $000 $000 $000 $000
2,281 2,281 1,709 1,709 3,990 3,990
Following the impairment tests, goodwill was considered not to be impaired. ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
52
Management has based its pre-tax cash flow projections on financial budgets approved by management covering the next 
financial period. These are based on its expectations of prices, volumes and margin obtained from its current products and 
product developments. Cash flows after this period have been extrapolated based on estimated growth rates and discount rates 
disclosed below for each segment. 
       Software Solutions     Media Production
Discount rate   12%   12%
Growth rate   3%   3%
Management has based the growth rate of 3% on its expectations of prices, volumes and margin obtained from its current 
products and product developments. The pre-tax discount rate of 12% is what management consider to be its cost of obtaining 
funds. 
If sector growth assumption rates were applied at 0% and a discount rate of 12% was applied, both the software solutions and 
media production segments would require no impairment.
If sector growth assumption rates were applied at 3% and a discount rate of 20% was applied, the software solutions segment 
would require no impairment, but the media production segment would require an impairment of $20,000.
If sector growth assumption rates were applied at 0% and a discount rate of 20% was applied, the software solutions segment 
would require no impairment, but the media production segment would require an impairment of $316,000.
16. Deferred income tax
       Group                         Company               
2013 2012 2013 2012
Deferred tax assets comprise : $000 $000 $000 $000
Unused tax losses 486 486 - 92
The gross movement on the deferred income tax account is as follows: 
       Group                           Company               
2013 2012 2013 2012
$000 $000 $000 $000
At 1 April 486 486 92 92
Charged to the statement of comprehensive income -  - (92)  - 
At 31 March 486 486 - 92
Tax losses carried forward
The group has tax losses carried forward of approximately $32m (2012: $31m), of which $2m (2012: $1.8m) has been recognised 
at a rate of 23% as a deferred tax asset for the year. The balance of tax losses remain unrecognised at the balance sheet date 
due to the uncertainty of timing of future profits. 
17. Inventories
During the year ended 31 March 2013 $nil (2012: $80,000) was recognised as an expense within ‘cost of sales’.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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53
18. Trade and other receivables
          Group                           Company               
2013 2012 2013 2012
$000 $000 $000 $000
Trade receivables 1,400 1,599 -  - 
Less: provision for impairment of trade receivables (21) -  -  - 
Trade receivables - net 1,379 1,599 -  - 
Amounts owed by subsidiary undertakings -  - 15,284 24,301
VAT 9 2 5 - 
Other debtors 71 173 -  - 
Prepayments and accrued income 644 591 207 212
2,103 2,365 15,496 24,513
Less non-current portion: amounts owed by subsidiary 
undertakings
- - (15,226) -
Current portion 2,103 2,365 270 24,513
The fair values of trade and other receivables equal their carrying amounts.
As of 31 March 2013, trade receivables of $518,000 (2012: $195,000) were overdue. The ageing analysis of these trade 
receivables is as follows:
        Group                 
2013 2012
$000 $000
Less than 3 months 419 445
3 to 6 months 305 44
7 to 12 months 64 21
Over 12 months 4 4
792 514
There were no trade receivables outstanding in the company at 31 March 2013 or 31 March 2012.
The carrying amounts of trade and other receivables are denominated in the following currencies:
         Group                                 Company                 
2013 2012 2013 2012
$000 $000 $000 $000
Pound sterling 246 386 270 212
US Dollar 1,857 1,977 15,226 24,301
Euros - 2 -  - 
2,103 2,365 15,496 24,513 ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
54
Provision for impairment of trade receivables:
         Group                 
2013 2012
$000 $000
At 1 April - 6
Provision for receivables impairment 21 - 
Receivables written off in the year - (6)
At 31 March 21 - 
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables, other debtors and cash and 
cash equivalents. The group does not hold any collateral as security.
The directors believe that a reasonable provision has been made for outstanding amounts or values impaired and the remaining 
un-provided amounts are considered to be recoverable.
The amounts owed by the subsidiary undertakings to the parent company, have no payment terms and bear no interest, but they 
are considered to be recoverable in the future.
19    Notes to the cash flow statement
19.1 Significant non-cash transactions
During the year the group acquired property, plant and equipment and computer software with a cost of $279,000 
(2012: $369,000) of which $224,000 (2012: $186,000) was acquired by the means of finance leases.
Following an agreement with the loan note holders in August 2011 to extend 50% of the loan note instrument for a further two 
years, the loan note was restructured. The loan note issued, as a result of the restructure, on 6 September 2011 was $2,823,000 
7.5% Unsecured convertible loan note stock and matures on 31 October 2013. The underlying value of the restructured loan stock 
was £1,770,500. The remaining 50% of the holding was converted into 4,426,250 ordinary shares, with a value of $2,823,000 
(£1,770,500).
19.2 Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and balances with banks. Cash and cash equivalents included in the cash 
flow statement comprise the following consolidated and parent company statement of financial position amounts.
        Group                           Company               
2013 2012 2013 2012
$000 $000 $000 $000
Cash on hand and balances with banks 960 1,234 3 (265)
The fair value of the cash and cash equivalents are considered to be at their book value.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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55
20    Share capital and reserves
Called up share capital
2013 2012
$000 $000
Allotted, called-up and fully paid
32,660,660 (2012: 32,660,660) ordinary shares of 15p each 7,236 7,236
Reconciliation of the number of shares outstanding:
Opening balance 32,660,660 23,846,255
Shares issued - 4,252,500
Conversion of loan note - 4,426,250
Share options exercised - 135,655
Closing balance 32,660,660 32,660,660
During the year the group purchased 48,600 (2012: 274,200) of its own shares through ZOO Employee Share Trust Limited at an 
average price of $0.28 (18p) per share. The total cost of the purchase was $13,548 (2012: $67,593).
Reserves
The following describes the nature and purpose of each reserve within owner’s equity:
Reserve Description and purpose
Share premium reserve Represents the amount subscribed for share capital in excess of the nominal value.
Accumulated losses Cumulative net losses recognised in profit or loss.
Foreign exchange  Cumulative exchange differences resulting from translation of foreign operations into the
translation reserve reporting currency.
Convertible loan note reserve Represents the equity element of the Convertible loan note.
Share option reserve Cumulative cost of share options issued to employees.
Share warrant reserve Cumulative cost of share warrants issued to customers.
Other reserves Created as part of the reverse takeover between Kazoo3D plc and ZOO Media Corporation  
 Ltd in 2001.
21. Borrowings
          Group                 Company               
2013 2012 2013 2012
$000 $000 $000 $000
Non-current
7.5% Unsecured convertible loan stock - 2,803 - 2,803
Finance lease liabilities 115 136 -  - 
115 2,939 - 2,803
Current
7.5% Unsecured convertible loan stock 2,681 - 2,681 - 
Bank overdrafts -  -  - 265
Amounts owed to subsidiary undertakings -  - 9,701 9,701
Finance lease liabilities 183 194 -  - 
2,864 194 12,382 9,966
Total borrowings 2,979 3,133 12,382 12,769 ZOO Digital Group plc 
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Our Financials
56
On 27 September 2006 the group issued $5,062,000 6% Unsecured convertible loan note stock which was due to mature on 31 October 
2011. The underlying value of the loan stock was £3,541,000. Following an agreement with the loan note holders in August 2011 to extend 
50% of the loan note instrument for a further two years, the loan note was restructured. The loan note issued, as a result of the restructure, 
on 6 September 2011 is $2,823,000 7.5% Unsecured convertible loan note stock and matures on 31 October 2013. The underlying value 
of the restructured loan stock was £1,770,500. 
The loan stock holder is entitled, before the redemption date, to convert all or part of the loan stock into fully paid ordinary shares on the 
basis of 1 Ordinary share for every $0.7654 (£0.48) of principal amount of loan stock. 
The 50% of the Unsecured convertible loan note stock which was not extended converted into 4,426,250 ordinary shares on the basis of 
1 ordinary share for every $0.6378 (£0.40) of principle amount of loan stock. This differed from the original conversion terms of 1 ordinary 
share for every $0.7774 (£0.4875) of principle amount of loan stock. The result of the modified terms was the issue of 794,455 additional 
shares. The market value of these shares at the time of conversion was $507,000 (£318,000). This loss arising on the increase in the 
conversion ratio was debited to the income statement as a finance cost.
The restructured convertible loan stock has been accounted for in accordance with IAS 39 (Financial instruments: Recognition and 
measurement). The fair value of the convertible loan note is considered to be the carrying value. 
Finance lease liabilities
Finance lease liabilities are payable as follows:
Future minimum lease 
payments Interest
Present value of minimum lease 
payments
At 31 March 2013 $000 $000 $000
Less than one year 209 (26) 183
Between one and five years 129 (14) 115
More than five years -    -  - 
338 (40) 298
Future minimum lease 
payments Interest
Present value of minimum lease 
payments
At 31 March 2012 $000 $000 $000
Less than one year 229 (35) 194
Between one and five years 139 (10) 129
More than five years 7  - 7
375 (45) 330
The lease periods of the finance leases range from between 3 and 5 years, with options to purchase the asset at the end of the 
term.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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57
22. Trade and other payables
          Group                           Company               
2013 2012 2013 2012
$000 $000 $000 $000
Trade Creditors 686 935 260 299
Amounts owed to subsidiary undertakings -  -  - 122
Social security and other taxes 86 184 60 188
Accrued expenses 2,242 1,603 138 152
3,014 2,722 458 761
The fair values of trade and other payables equal their carrying amounts.
23. Commitments
Capital commitments
The group had no capital commitments at the 31 March 2013.
Operating lease commitments
The group has a number of operating leases, as a lessee, for equipment and premises under non-cancellable agreements. The 
lease terms are between 3 and 6 years, and the majority of lease agreements are renewable at the end of the lease period at 
market rate. The lease expenditure charged to profit or loss during the year is disclosed in note 8. The lease expenditure on 
premises is charged to profit or loss on an average annual charge over the life of the lease.
The future minimum lease payments under non-cancellable operating leases are as follows:   
2013 2012
$000 $000
Within one year 618 419
From one to five years 1,578 2,178
After five years -  - 
2,196 2,597
The group does not sub-lease any of its leased premises.
24. Related parties
Subsidiaries
The parent company has investments in the following subsidiary undertakings:
Subsidiary Country of
undertakings       incorporation Principal activity Holding %        
ZOO Digital Limited UK Technology development              2 ordinary shares                100
ZOO Digital Inc. USA Sale & distribution technology products               10,000 shares of  
                    common stock                 100
ZOO Digital Production LLC  USA Media production                    100 shares of                 100*
(formerly Scope Seven LLC)                    common stock
ZOO Employee Share  UK Employee share scheme              2 ordinary shares                100
Trust Limited            
ZOO Digital Production Limited  UK Dormant          100 ordinary shares                100
(formerly Scope Seven Limited)
ZOOtech Limited UK Dormant     95,714 ordinary shares                100 
 
*ZOO Digital Production LLC is indirectly held by ZOO Digital Group plc through ZOO Digital Inc.
Transactions between ZOO Digital Group plc and its subsidiaries, which are related parties, have been eliminated on 
consolidation. ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
58
Subsidiary undertakings
                 Company               
2013 2012
$000 $000
Cost 11,797 11,797
Provision for impairment 2,097 2,097
Net book value 9,700 9,700
Key Management personnel
The details of key management remuneration is disclosed in note 10, Employees including directors.
James Livingston was remunerated by fees invoiced from Foresight Group. Roger Jeynes is paid as an employee for his board 
services and was remunerated for consultancy fees through Charborough Capital Limited. The balance owing to Foresight Group 
at 31 March 2013 was $25,000 (2012: $48,000). The balance owing to Charborough Capital Limited at 31 March 2013 was $9,000 
(2012: $17,000).
Related Party Transactions
               Company               
2013 2012
$000 $000
Sales of services to subsidiaries:
Administration services 1,409 2,343
Interest paid on loans:
Foresight Group 53 146
Sara Green 16 26
Interest payable to the Foresight Group at 31 March 2013 in relation to the 7.5% unsecured convertible loan stock is $13,000 
(2012: $14,000). The gross interest payable to Sara Green at 31 March 2013 is $5,000 (2012: $5,000).
Sara Green, wife of Dr Stuart A Green, held a $274,000 interest in 7.5% unsecured convertible loan stock at 31 March 2013. The 
underlying value of the interest in the convertible loan stock is £171,000.
During the year ended 31 March 2013 Sara Green, wife of Dr Stuart A Green, made a loan to the company of $79,000 with an 
interest rate of 6%. The underlying value of the loan was £50,000 and it was fully repaid before 31 March 2013.
Amounts owed by subsidiary undertakings
          Company               
2013 2012
$000 $000
ZOO Digital Limited 6,363 17,544
ZOO Digital Production LLC 8,863 6,757
ZOO Employee Share Trust Limited 58 - 
15,284 24,301
During the year ended 31 March 2013 the parent company made a loss of $8,531,000, of which $8,296,000 was due to the write 
off of intercompany receivables from ZOO Digital Inc. which management now consider unrecoverable. There is no impact on the 
consolidated group results. 
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
59
Amounts owed to subsidiary undertakings
         Company               
2013 2012
$000 $000
ZOOtech Limited 9,701 9,701
ZOO Digital Inc. - 49
ZOO Employee Share Trust Limited - 73
9,701 9,823
25. Share-based payments
Employee share option schemes
Share options have been granted under the following schemes to subscribe for ordinary shares of the company. Movements in 
the number of options, under each of the schemes, and their related weighted average exercise price are as follows:
2013 2012
Options
Weighted average 
exercise price Options
Weighted average 
exercise price
ZOO Digital Group plc EMI scheme No. $ No. $
Outstanding at the beginning of the year 946,460 0.21 982,615 0.24 
Granted during the year 386,667 0.23 47,334 0.23 
Exercised during the year -  -   (36,155) 0.21 
Surrendered during the year (27,134) 0.22 (47,334) 0.76 
Outstanding at the end of the year 1,305,993 0.22 946,460 0.21 
Exercisable at the end of the year 913,326 0.21 918,060 0.21 
The underlying weighted average exercise price for the share under option at 31 March 2013 was 15p (2012:15p).
ZOO Digital Group plc Unapproved
Outstanding at the beginning of the year 1,200,952 0.28 1,700,952 0.22 
Granted during the year 325,000 0.23 585,000 0.34 
Exercised during the year -  -   (99,500) 0.21 
Surrendered during the year (62,500) 0.23 (985,500) 0.22 
Outstanding at the end of the year 1,463,452 0.27 1,200,952 0.28 
Exercisable at the end of the year 1,150,952 0.28 1,153,952 0.21 
The underlying weighted average exercise price for the share under option at 31 March 2013 was 18p (2012:19p).
Under these schemes the percentage of shares that can be exercised is staggered over the exercise period with typically 40% 
exercisable after the first year and a further 30% in each of the following two years.
Share options granted to key management personnel, including directors, during the year ended 31 March 2013 have a vesting 
condition that the company’s share price must be £0.40 or higher on twenty consecutive business days prior to exercise.
Out of the 2,769,445 outstanding options (2012: 2,147,412 options), 2,064,278 were exercisable (2012: 2,072,012). No share 
options were exercised during the year ended 31 March 2013 (2012: 135,655).  ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
60
Share options outstanding at the end of the year have the following expiry dates and exercise prices:
Options Expiry date Exercise price Exercise price
Scheme No. $ £
ZOO Digital Group plc EMI scheme 881,826 13 Oct 2018  0.21  0.15 
ZOO Digital Group plc EMI scheme 45,000 30 Nov 2020  0.23  0.15 
ZOO Digital Group plc EMI scheme 379,167 11 Jul 2022  0.23  0.15 
ZOO Digital Group plc Unapproved 575,952 13 Oct 2018  0.21  0.15 
ZOO Digital Group plc Unapproved 30,000 27 Jun 2020 0.65  0.43 
ZOO Digital Group plc Unapproved 550,000 13 Oct 2018  0.34  0.22 
ZOO Digital Group plc Unapproved 10,000 13 Dec 2021  0.23  0.15 
ZOO Digital Group plc Unapproved 297,500 11 Jul 2022  0.23  0.15 
Outstanding at the end of the year 2,769,445
    
In arriving at the fair value, each option grant has been valued separately using the binomial model and the resulting fair value is 
expensed over the vesting period. The following table lists the range of assumptions used in the model:
2008 June 2010 Dec 2010 Dec 2011 Jul 2012
Expected Volatility (%) 100 73 76 63 83
Risk-free Interest rate(%) 4.49  2.65  2.13  0.97 0.71
Expected life of option (years) 5 5 5 5 5
Expected dividends none none none none none
Volatility has been estimated by taking the historical volatility in the company’s share price over a three year period up to the date 
of grant of the options. The expected life used in the model has been adjusted, based on management’s best estimate, for the 
effects of non-transferability, exercise restrictions and behavioural considerations.
Share warrants
Share warrants have been granted to subscribe for ordinary shares of the company. 
The percentage of shares that can be exercised is staggered over the exercise period based on a minimum level of new sales 
introduced to the group by the warrant holder in any 12 month rolling period.
2013              2012          
Options
Weighted average 
exercise price Options
Weighted average  
exercise price
Share Warrants No. $ No. $
Outstanding at the beginning and end of the year 2,148,642 0.77 2,148,642 0.77 
Out of the 2,148,642 outstanding warrants (2012: 2,148,642), no warrants were exercisable at the 31 March 2013 (2012: nil). No 
warrants have been exercised in 2013 or 2012. The share warrants outstanding at the end of the year have an expiry date of 31 
July 2013 and an exercise price of $0.77 (50p).
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
61
In arriving at the fair value, the share warrants have been valued using the binomial model and the resulting fair value is expensed 
over the vesting period. The following table lists the range of assumptions used in the model:
           
           
Expected Volatility (%)        71
Risk-free Interest rate (%)         0.67 
Expected life of option (years)         1.50 
Expected dividends         None
Volatility has been estimated by taking the historical volatility in the company’s share price over a three year period up to the date 
of grant of the warrants. The expected life used in the model has been adjusted, based on management’s best estimate, for the 
effects of non-transferability, exercise restrictions and behavioural considerations.
Share based payments have had the following impact on the 
group’s loss for the year:
2013 2012
$000 $000
Total expense recognised from share option transactions 33 31
Total expense recognised from share warrant transactions 83 250
Share based payment reserve appears in the statement of financial 
position under: 
2013 2012
$000 $000
Share option reserve 276 248
Warrant reserve 523 440
26. Financial instruments
The group’s financial instruments comprise cash and liquid resources, a convertible loan, and various items, such as trade 
receivables and trade payables that arise directly from its operations.  The main purpose of these financial instruments is to 
provide working capital for the group’s operations.
Categories of financial instruments
Group                        Company               
2013 2012 2013 2012
$000 $000 $000 $000
Loans and receivables
Trade and other receivables, excluding prepayments and 
VAT (note 18)
1,780 2,100 -  - 
Amounts owed by subsidiary undertakings (note 18) -  - 15,284 24,301
Cash and cash equivalents 960 1,234 3 - 
Total 2,740 3,334 15,287 24,301 ZOO Digital Group plc 
Annual Report and Accounts 2013
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Our Financials
62
Categories of financial instruments continued
          Group                                 Company               
2013 2012 2013 2012
$000 $000 $000 $000
Other financial liabilities at amortised cost
Finance lease liabilities (note 21) 298 330 - -
Amounts owed to subsidiary undertakings (note 21) -  - 9,701 9,701
7.5% Unsecured convertible loan stock 2,681 2,803 2,681 2,803
Bank overdrafts -  -  - 265
Trade and other payables excluding payroll taxes (note 22) 2,928 2,538 398 573
Total 5,907 5,671 12,780 13,342
Market Risk
Foreign currency risk
The main risks arising from the group’s financial instruments are from foreign currency risk.
The group includes subsidiaries operating in both the UK and USA. The majority of the group’s transactions are denominated 
in US dollars, however the costs arising from the UK subsidiaries are denominated in pound sterling therefore exposing it to a 
currency risk of fluctuations in the pound sterling/US Dollar exchange rate. During the year ended 31 March 2013 there was 
less volatility in the pound sterling/US Dollar rate than in some previous years with the rate peaking at 0.6715 and falling to a low 
of 0.6139, with an average rate of 0.6326.  If the US Dollar had remained at its highest level throughout the full year the group 
would have shown a post-tax loss of $0.8m (2012: Loss $0.9m), if US Dollar had been at its lowest level throughout the full year 
the group would have shown a post-tax loss of $1.4m (2012: Loss $1.7m) and if the US Dollar had remained at the average rate 
throughout the year the post-tax loss would have been $1.2m (2012: Loss $1.4m).
Transactions between the company and its subsidiaries are in US Dollars, however the company is exposed to exchange rate 
fluctuations due to the majority of its costs being denominated in pound sterling and through the revaluation of the company’s 
pound sterling creditors.
The main exposure for the group and the company to fluctuation in the pound sterling/US dollar rate is through the Convertible 
loan note creditor which is denominated in pound sterling. The value of the loan is translated at the year end exchange rate.
The pound sterling/US dollar exchange rate at the 31 March 2013 was 0.6577 (2012: 0.6245)
Interest rate risk
In September 2011 the company restructured the loan note issued in September 2006. Half of the $5,062,000 (£3,541,000) 
Unsecured convertible redeemable loan stock, which was due to mature on 31 October 2011, was converted into equity. The 
restructured loan has an outstanding amount of $2,823,000 (£1,770,500) which is due to mature on 31 October 2013 and carries 
a fixed interest rate of 7.5%. The group and company consider the interest rate risk on the loan to be minimal as the rate is fixed. 
Liquidity risk
Liquidity risk is the risk that the group and company will not be able to meet their financial obligations as they fall due. Management 
monitors rolling forecasts of the group’s cash and cash equivalents on the basis of expected cash flows, reducing its liquidity risk 
through management of bank accounts, trade debtors and trade creditors, by utilising the availability of finance leases and through 
controls on expenditure. The majority of convertible loan stock is owned by major shareholders of the company.
The tables below analyse the financial liabilities which will be settled on a net basis into relevant maturity groupings based on the 
remaining period at the year end to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted 
cash flows.
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
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63
 
Group Less than 1 year
Between 1 and 2 
years
Between 2 and 5 
years Over 5 years
At 31 March 2013 $000 $000 $000 $000
Borrowings 2,681 -    -    -   
Finance lease liabilities 183 80 35 -   
Trade and other payables 3,014 -    -    -   
Less than 1 year
Between 1 and 2 
years
Between 2 and 5 
years Over 5 years
At 31 March 2012 $000 $000 $000 $000
Borrowings -    2,803  -    -   
Finance lease liabilities 194 129 7 -   
Trade and other payables 2,722 -    -    -   
Company Less than 1 year
Between 1 and 2 
years
Between 2 and 5 
years Over 5 years
At 31 March 2013 $000 $000 $000 $000
Amount owed to subsidiary undertakings 9,701  -    -    -   
Borrowings 2,681 -    -    -   
Trade and other payables 458 -    -    -   
Less than 1 year
Between 1 and 2 
years
Between 2 and 5 
years Over 5 years
At 31 March 2012 $000 $000 $000 $000
Amount owed to subsidiary undertakings 9,701  -    -    -   
Borrowings -    2,803  -    -   
Trade and other payables 761 -    -    -   
Credit risk
Credit risk arises from cash and cash equivalents and credit exposures on outstanding receivables. The group’s and company’s 
main credit risks are on the outstanding trade receivables. This risk is reduced through credit control procedures. An analysis of 
outstanding receivables is included in note 18. ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
Our Financials
64
27. Capital management
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern, so that it can 
provide returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders by pricing 
products and services commensurately with the level of risk.
The group sets the amount of capital in proportion to risk. The group manages the capital structure and makes adjustments to it in 
the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the 
capital structure, the group may return capital to shareholders, issue new shares, or sell assets to reduce debt.
Consistent with others in the industry, the group monitors capital on the basis of the gearing ratio. This ratio is calculated as net 
debt divided by total capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown 
in the Consolidated Statement of Financial Position) less cash and cash equivalents. Total capital is calculated as ‘equity’ as 
shown in the Consolidated Statement of Financial Position plus net debt.
2013 2012
$000 $000
Total borrowings 2,979 3,133
Less cash and cash equivalents (960) (1,234)
Net Debt 2,019 1,899
Total equity 7,235 8,147
Total capital 9,254 10,046
Gearing ratio 22% 19%
Notes to the Financial Statements
for the year ended 31 March 2013 Our Financials Our Governance Our Performance Our Business
ZOO Digital Group plc 
Annual Report and Accounts 2013
www.zoodigital.com
65
Head Office
ZOO Digital Group plc
The Tower
2 Furnival Square
Sheffield
S1 4QL
United Kingdom
T: +44 (0)114 241 3700
F: +44 (0)114 241 3701
ZOO Employee Share Trust Limited
The Tower
2 Furnival Square
Sheffield
S1 4QL
United Kingdom
T: +44 (0)114 241 3700
F: +44 (0)114 241 3701
Software Solutions
ZOO Digital Limited
The Tower
2 Furnival Square
Sheffield
S1 4QL
United Kingdom
T: +44 (0)114 241 3700
F: +44 (0)114 241 3701
ZOO Digital Inc
2201 Park Place
Suite 100
El Segundo
CA 90245
USA
T: +1 310 220 3939
F: +1 310 220 3958
Media Production
ZOO Digital Production LLC 
2201 Park Place
Suite 100
El Segundo
CA 90245
USA
T: +1 310 220 3939
F: +1 310 220 3958
 
Group Directory ZOO Digital Group plc 
The Tower 
2 Furnival Square 
Sheffield 
S1 4QL 
United Kingdom 
T: 0114 241 3700 
F: 0114 241 3701
ZOO Digital Group plc 
2201 Park Place 
Suite 100 
El Segundo 
CA 90245 
USA 
T: +1 310 220 3939 
F: +1 310 220 3958
www.zoodigital.com
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