i-mate plc Report and Accounts
31 March 2006 Highlights 2
Chairman’s Statement 4
Chief Executive’s Statement 6 
Financial Review 8 
Board of Directors and Advisors 10  
Group Report of the Directors 11
Corporate Governance 15
Report of the Remuneration Committee 19
Independent Auditors’ Report 23 
Proforma Consolidated Income Statement 24
Proforma Group Statement of Changes in Equity 25
Proforma Consolidated Balance Sheet 26
Proforma Consolidated Cashﬂ ow Statement 27   
Notes to the Consolidated Financial Statements 28  
Company Statement of Directors’ Responsibilities 46
Company Balance Sheet 47
Notes to the Company Financial Statements 48
Notice of the Annual General Meeting 51 Highlights
Past Year’s Highlights
The year’s highlight was our successful initial public 
offering on the London Stock Exchange Alternative 
Investment Market in September. The cash raised by 
the IPO has helped support growth in the business 
and fund designs of our own exclusive devices. During 
2005 i-mate brought to market the world’s ﬁ rst 3G 
Microsoft® Windows Mobile™ phone (JasJar), as well as 
the ﬁ rst Windows Mobile™ 5.0 Smartphones with Wi-Fi 
capabilities (SP5 & SP5m).     This is in addition to three new 
versions of the Jam and our ﬁ rst GPS satellite device. Our 
website has seen club i-mate™ user base increase 250% 
to 420,000.  Our software operations based in Armenia has grown its library of games by 200% to 32, including 6 
play-in, play-out interactive games.  We expanded our ofﬁ ces in Dubai, Seattle, and Australia, and established an 
operation in India. 
Product & Software Roadmap
New manufacturing partners have been signed up and a road map of products agreed for the next two years 
covering up to some 30 products, the majority of which will be exclusive to i-mate. We will also reveal our own 
exclusive products at 3GSM Congress in Barcelona next February. These products will be our ﬁ rst completely 
designed and manufactured products and we believe they will be the next step in mobile phone computing, 
having been designed around our software strategy 
and to blend with Microsoft’s larger strategy. i-mate’s 
software development team, based out of Redmond, 
Washington, spent the past year completing 
version 1 of i-mate™ Suite.  This is a complete solution
for business-wide management, providing command 
and control, security of mobile data and data 
backup capabilities. Comprising three separate 
modules – i-mate™ Control,  i-mate™ Backup and 
i-mate™ 1-View, the software offers true mobile 
functionality without losing control of security or 
compromising data. i-mate™ 1-View safely extends 
access to corporate networks and ﬁ les to Microsoft® 
Windows Mobile™ devices, expands mobile device 
storage, and provides document, data, and ﬁ le sharing. i-mate™ Control allows enterprises to safeguard sensitive 
data, remotely conﬁ gure or troubleshoot devices, automatically update all devices in the ﬁ eld and remotely 
customise devices, while i-mate™ Backup provides full remote wireless data backup, the capability to   deﬁ ne backup 
policies and schedules,   and restore Windows Mobile™ devices.   Financial Highlights
i-mate has had a year of signiﬁ cant progress in 2005. Our revenues, product lines, and geographic territories 
expanded, while at the same time we managed to contain expense growth.  Revenues grew at 51%. Territorial 
expansion for hardware sales has continued in 2006.   Revenues have been rapidly expanding around the globe 
with European growth over 100% this year, overtaking the Middle East as the largest revenue generating region 
and providing 36% of overall revenue.  Even achieving this growth, gross margins were 24%. U.S. sales were much 
slower than expected due to the lack of availability of appropriate products. Overall this has led to proﬁ t before 
taxation rising by $8.1m to $22.5m, an increase of 56%. The overall effective rate of tax during the year was 4.2% 
compared with 3.8% during the previous ﬁ nancial year. 
Strategy
 i-mate’s strategy is simple: 
�  we are developing our own unique, exclusive products; 
�  we will continue to develop software which differentiates our products and which 
 demonstrates the diverse usability and value of our products; 
�  we will continue to provide exceptional customer service; and
�  we will continue to expand our sales territories, raise the value and proﬁ le of our 
 brand and partner deeper and closer with Microsoft in all territories. 4 Annual Report and Accounts 2006
Overview
Revenue during the year increased signiﬁ cantly from $136 million to $206 million. This 51% increase highlights 
the continued growth of our core business and our increased geographical penetration facilitates the launch of 
further new products in the future. European growth was over 100% this year, supplanting the Middle East as the 
largest market with 36% of overall revenue.  As a result of this increased revenue, gross proﬁ t increased 41% by 
$14.5 million to $49.6 million. Proﬁ t for the year has increased 56% to $21.5 million and basic earnings per share 
has risen by 49% to 17.44 cents.  The Company has delivered results in line with market expectations, continuing 
to achieve strong growth in both sales and proﬁ ts. This was achieved with hardly any contribution from the USA 
where lack of appropriate product slowed our progress.
The ﬁ nancial statements for the year are the ﬁ rst to be prepared in accordance with International Financial 
Reporting Standards (IFRS), as discussed in the Financial Review, and there are no differences affecting the Group’s 
equity, net income or cash ﬂ ows arising on transition from UK GAAP .
Market Highlights
There has been a marked growth in the uptake of the Windows Mobile™ operating system.  In the next two 
years the Windows Mobile™ market is projected to grow over 400%. A combination of the demand for more 
sophisticated devices with the familiarity and functionality offered by Microsoft® Windows Mobile™ operating 
system is expected to drive continuing rapid growth in this market segment. Small and medium-sized businesses 
represent a huge potential market for smart mobile devices as employee mobility continues to increase, creating 
a need for greater ﬂ exibility and mobile communications, both for voice and data, as part of the business 
infrastructure. Canalys estimates that there are 19.2 million companies with fewer than 500 employees in Western 
Europe alone. It predicts that the opportunity for Enterprise mobility is enormous with the action so far being just 
the tip of the iceberg, as only 1.2% of corporate email boxes have been mobilised. 
We believe that our strategy is perfectly targeted for delivering what corporations require from mobility using 
Windows Mobile™ devices: being a diverse range of products based on technology that the IT administrator is 
already familiar with; deep customization of the products (far more than is possible by the user); a set of tools that 
allow the products to be centrally managed; 24/7 support and complete detachment from the operator. This is 
available to the customer no matter how small at extremely affordable prices.
Operational Highlights
We believe that our service offering has been instrumental in securing a number of major enterprise contract wins. 
During the year the Company launched 8 new products – including products utilizing Windows Mobile™ 5.0, and 
3G.  The Company coped admirably well with the Microsoft Active Sync® software problems faced by it at the end 
of 2005 leading to delays in shipments and its excellent 24/7 technical support centre minimised customer 
dissatisfaction and returns until Microsoft® released its update. 
Our product pipeline is considerably stronger in the coming year. We have stood by our commitment to expand 
our manufacturer base by signing up new manufacturing partners who will further strengthen the range 
and depth of products. Work also continues on our own exclusive designs which will be revealed in February next 
year, requiring major investment both in NRE costs and network testing approvals. This will provide the Company 
with exclusive designs in all markets and should boost sales in the US and Europe. 
Chairman’s Statement 5 Annual Report and Accounts 2006
Our investment in the service offering  i-mate™ Suite, a complete solution for business-wide management, 
providing command and control, security of mobile devices, and data backup capabilities, will start to pay off in 
the second half of this year with the product launched in May.  This software suite underpins our strategy of 
investing in Enterprise mobility and initial feedback has been very positive. Investment will continue with new 
releases planned to further enhance the functionality: both for the larger enterprises who require complete 
control over their mobile devices; and smaller companies who require a more service-led offering. In order to 
launch i-mate™ Suite into the marketplace, an additional budget of USD 3 million has been allocated as 
marketing spend for the ﬁ rst half of the year.
Outlook
The year has started well with strong growth in shipments. The year is going to be one of signiﬁ cant investment 
and change for the Company. The challenge will be to capitalise on the stronger than anticipated growth 
opportunities we see in all markets, whilst investing behind the rapid diversiﬁ cation of our suppliers, expansion 
into new territories and successfully launching our software offerings and new exclusive designs. We expect the 
year to March 2007 to show further progress, but with a front-end loaded investment programme behind our 
growth initiatives, there may be some impact on proﬁ ts in the ﬁ rst half. We look to a very strong second half as 
the beneﬁ ts of our investment begin to ﬂ ow. Overall, we expect 2007 to be a year of signiﬁ cant progress.
Finally, I have recently had an extremely positive and encouraging week travelling with Jim in Taiwan and China 
meeting with our new manufacturing partners. A lot of hard work and investment is required to bring the 
product portfolio to market and I have every conﬁ dence in all at i-mate to achieve this in the forthcoming year.
Bernard Cragg, Chairman   
 
Chairman’s Statement 6 Annual Report and Accounts 2006
Chief Executive’s Statement
Well, what a year it has been. The IPO completed in September and was not what I had expected - loved the road 
show - and it was well received. Then straight to the biggest show in our calendar, GITEX, where we launched four 
new products: all of them running Windows Mobile™ 5 and one 3G enabled product.  GITEX was a rousing success 
with more than a month’s sales placed in one day. 
But then we faced a major challenge. Microsoft Active Sync® had a major fault and the technical support centre 
went stellar, inundated with requests from customers to get their new devices working with their PCs. It took 
every piece of technical knowledge we had to ﬁ nd a manual work around for our customers. In the six weeks 
before Microsoft released a new version of Active Sync®, we only had two customers return their devices. This 
shows the value in having only qualiﬁ ed engineers in our technical support centre. The entire team did a great job 
during this time. I must also say that Microsoft did an excellent job providing support to us during this difﬁ cult 
time as well.  We did however have to curtail sales at this time which had a knock-on effect over the Christmas 
period, signiﬁ cantly hitting sales in what should normally be our best quarter, resulting in the announcement 
made in January. There is nothing more frustrating than not being able to deliver results because of a problem 
outside your control. 
We stated in January how our fourth quarter would go, and it went exactly as predicted, allowing us to achieve 
year end sales of $206 million and proﬁ t before tax of $22.5 million - which is very good considering the 
challenges we faced in what should normally be our best quarter.  In February we were at 3GSM Congress which 
was held in Barcelona for the ﬁ rst time. Our partners and colleagues were given the ﬁ rst glimpse of the i-mate™ 
Suite software bundle which generated a great deal of excitement.  
The future is looking very positive. We indicated at the time of the IPO that we would seek to expand our supplier 
base and we have now signed up new manufacturing partners, in addition to HTC, who will strengthen and 
complement our product range. This will result in us having a more robust supply chain going forward. We have 
a roadmap of products for the next two years covering up to some 30 products, the majority of which will be 
exclusive to i-mate. We will also reveal our own exclusive products at 3GSM Congress in Barcelona next February. 
These products will be our ﬁ rst completely designed and manufactured products and we believe they will be the 
next step in mobile phone computing, having been designed around our software strategy and to blend with 
Microsoft’s broader strategy. 
While ﬁ nancial revenues from software and services have so far been limited, we have the largest user group of 
Windows Mobile™ users in the world through club i-mate. We will continue to increase the selection of services 
that we offer through the   club site. We expect that over the next 3 years, software and services will become an 
increasingly important part of our business in terms of both revenues and margins. Our i-mate™ games 
offering, with our recently announced play in – play out feature, is the most advanced within the Windows 
Mobile™ platform.  The functionality, where a player can swap seamlessly while playing live interactive games 
between a PC and an i-mate™ device without leaving the live interactive game, has been very well received. 
Our software, i-mate™ Suite, consisting of three separate modules – i-mate™ Control, i-mate™ Backup and 
i-mate™ 1-View is what IT managers have been waiting for.  i-mate™ Control gives a corporate IT manager the 
same command over his Windows Mobile™ devices as he has over his PC infrastructure, but all remotely, so that 
he can implement his IT structures and policies over all his Windows Mobile™ devices. i-mate™1-View for 
corporate extends our remote ﬁ le access software to a corporate to allow ﬁ le sharing within groups and 
departments, all secured behind the corporate ﬁ rewall and under the control of the IT manager.  7 Annual Report and Accounts 2006
i-mate™ Backup allows a device to be backed up, either the whole device or just incremental changes to the 
device, as and when required by the user or IT manager and all held behind the corporate ﬁ rewall. Each module 
of the i-mate™ Suite is a very powerful tool in its own right but when combined together they are awesome, with 
the ability to work on every Windows Mobile™ powered device. Several Corporate customers are currently under 
Beta test with a very good response. We are in discussions with several large corporations to license 
i-mate™ Suite to them. Several smaller customers are also on trial and we are hosting and servicing their mobile 
employees via club i-mate™, providing useful input into deﬁ ning this service level. We have a two year software 
roadmap outlined to bring more features into the i-mate™ Suite and more service offerings all in line with the 
strategies mentioned above. We are accordingly increasing the number of software and support engineers 
in Dubai, Seattle and Armenia in order to deliver these offerings.
i-mate continues to deliver superior customer service which is demonstrated by low levels of complaints to our 
call centres, device returns, repairs and response times. Our return level from customers who are dissatisﬁ ed with 
the out-of-box experience is industry beating at well less than 1%.
If I have a disappointment about last year, it is that the U.S. market growth was hindered by the availability of 
appropriate product. We regard the U.S. as a huge opportunity and I will now be focusing effort there, to energise 
our selling efforts and deepen our partnership with Microsoft. Dawn Robson has been appointed Chief Operating 
Ofﬁ cer, operating out of Dubai.
The coming year will require a lot of investment to ensure we can deliver on all of our commitments. When we 
listed, we identiﬁ ed the areas of investment following receipt of the proceeds as product development, software, 
and infrastructure and that is what we are doing. We have clearly identiﬁ ed our target markets, that is the 250 
million Microsoft® Exchange seats worldwide and the small companies that require technical support while 
mobile. With our product and software roadmap well developed, we are setting ourselves up very well technically 
going forward to ensure we manage the growth, infrastructure and working capital of the business to realise the 
potential of the next two years.
 
Jim Morrison
CEO
Chief Executive’s Statement 8 Annual Report and Accounts 2006
 Financial Review
The ﬁ nancial statements are on pages 24 to 50 and highlight the signiﬁ cant progress made during the year. The 
statements have been prepared in US Dollars which is the functional currency of the Group with the majority 
of transactions being recorded in this currency. The statements are the ﬁ rst that the Group has prepared under 
International Financial Reporting Standards (IFRS). Since we are a young company structured with a majority of its 
operations overseas, we are not burdened with issues such as pensions or complex ﬁ nancial instruments or tax 
arrangements that bring with them IFRS implications. Other than presentation, no adjustments affecting the 
Group’s equity, net income and cashﬂ ows were identiﬁ ed on the transition from UK GAAP to IFRS.  
During the year, there was a restructuring of the Group. This included the incorporation of i-mate plc, a new 
holding company, which was then the subject of an Initial Public Offering on AIM. In order to present a more 
consistent and transparent record of the performance of the Group year on year, the ﬁ nancial statements have 
been prepared under merger accounting as if i-mate plc and the current Group structure had been in existence 
throughout the current and all previous periods.
Income Statement
Revenue during the year increased signiﬁ cantly from $136 million to $206 million. This 51% increase highlights 
the continued growth of our core business and gives us an improved international presence in preparation for 
the launch of further new products in the future. Revenue increased in all regions, reducing the previous reliance 
on the Middle East region. The most signiﬁ cant increase was in Europe where revenue increased by $39.1 million 
(110%) following the launch in this region during the previous ﬁ nancial year. Europe now represents the largest 
revenue generator for the Group, comprising 36% of total sales. Growth in the US was much slower than 
anticipated, impacted as it was by the manufacturing delays giving limited product availability. This growth in 
Group revenues was achieved even though there were the issues relating to Microsoft Active Sync® and 
unexpected manufacturing delays in the production of the i-mate™ JAM.
As a result of this increased revenue, gross proﬁ t increased by $14.5 million to $49.6 million although overall gross 
margin fell from 25.7% to 24.1%. This fall in overall margin reﬂ ects the expansion into Europe where margins are 
slightly lower than in the Middle East due to increased competition and the sale of older products superseded by 
the new devices launched during the second half of the year. Our new devices all generated margins in excess of 
this overall average.
Distribution costs increased from $2.3 million to $4.2 million as a result of the increased revenue and the increase 
in geographical spread of sales.
Administration costs, including sales and customer support, increased by $5.7 million to $24.1 million as the Group  
increased its headcount and marketing activity to support the launch into new countries and of new devices. 
Administration costs also included exchange losses of $374,000 arising from the retranslation of non-Dollar 
denominated net monetary assets. Relative to revenue, administration costs fell from 13.5% to 11.7%.  
At 31 March 2006, 855,598 share options were outstanding to Directors and staff. These options were granted on 
30 September 2005 and are exercisable between three and ten years after the date of grant at a price of 5p per 
share. A charge of $591,000 in respect of these options is included in administration costs for the year.
Interest receivable rose from $28,000 to $1.2 million as a result of the net proceeds received from the IPO in 
September 2005. Surplus funds are currently placed on short term deposit for periods of up to one month.
As a result of the above, proﬁ t before taxation rose by $8.1 million (56%) to $22.5 million. 9 Annual Report and Accounts 2006
The structure of the Group is such that the majority of transactions are conducted through our Dubai based 
companies, which operate in a tax free zone. Approved International Transfer Pricing Agreements are in place 
with trading subsidiaries in other countries. As a result, the overall effective rate of tax during the year was 4.2% 
compared with 3.8% during the previous ﬁ nancial year.
The proﬁ t attributable to minority interest of $841,000 in the year arose from HTC’s interest of 11.25% in Carrier 
Devices UK Limited, the holding company for the Group’s subsidiary companies trading in HTC products. The 
interest, shown at $1.4 million in the Balance Sheet at 31 March 2006, was granted to HTC in September 2005 
as part of the distribution agreement.
Balance Sheet and Cashﬂ ow
The balance sheet as at 31 March 2006 shows a signiﬁ cant strengthening over the previous year following the 
successful IPO in September which increased the capital base of the Company and provided new funds of $63.8 
million. These funds were raised primarily to provide the increased working capital necessary to support the 
expansion of the Group and for investment in the development and support of new products.  Both such uses of 
cash are expected to continue during this ﬁ nancial year.
Intangible ﬁ xed assets at 31 March 2006 comprised capitalised development costs in respect of i-mate™ Suite 
and, to a lesser extent, capitalised software costs. The Group capitalises development costs where they relate to 
speciﬁ c projects with a reasonable expectation of commercial revenue streams. Such capitalised costs are 
amortised over the expected period of commercial beneﬁ t derived from the expenditure. i-mate™ Suite is the 
ﬁ rst project to meet the Group’s criteria for capitalisation. All other development costs and product support costs 
were expensed under Administration Costs.
Inventories, trade debtors and trade creditors, as expected, all increased signiﬁ cantly during the year as the Group 
expanded its sales. Inventories increased from $5.1 million to $21.7 million due to the increase in the number of 
product lines held and the requirement to service new sales territories. Trade debtors rose from $15.5 million to 
$35.2 million as the Group expanded into Western Europe. Trade creditors increased by $6.3 million to $23.1 
million.
As anticipated, there was a net cash outﬂ ow from operating activities of $7.2 million during the year due to the 
increase in working capital necessary to support the growth in activity. With the funds raised by the IPO, however, 
cash reserves at 31 March 2006 were $69.3 million and therefore the Group is well placed for future growth and 
expansion. 
IAN CAMERON
Chief Financial Ofﬁ cer  
Financial Review 10 Annual Report and Accounts 2006
Board of Directors and Advisors
Bernard Anthony Cragg, aged 51
Non-executive Chairman 
(appointed 5 September 2005)
Bernard was Finance Director of Carlton Communications plc 
between 1987 and 2001, having joined Carlton in 1985. He currently 
holds non-executive positions as Chairman of Datamonitor plc and 
as a director of Mothercare plc, Workspace Group plc, Astro All Asia 
Networks plc and Bristol & West plc. He is a chartered accountant.
Company Secretary and 
Registered Ofﬁ ce
Ian George Cameron 
(appointed 5 September 2005, 
resigned 3 October 2005)
Emily Jane Wiewiorka 
(appointed 3 October 2005)
Dalmore House
310 St Vincent Street
Glasgow G2 5QR
Operational Headquarters
Ofﬁ ce 207-213
Building 11
PO Box 500085
Dubai Internet City
Dubai, UAE
Registered Auditors
Deloitte & Touche LLP
Saltire Court
20 Castle Terrace
Edinburgh EH1 2DB
Nominated Advisor 
and Broker
JPMorgan Cazenove Ltd
20 Moorgate
London EC2R 6DA
Solicitors
Biggart Baillie
Dalmore House
310 St Vincent Street
Glasgow G2 5QR
Principal Bankers
Lloyds TSB Bank plc
All Wasl Road
Jumeira
PO Box 3766
Dubai, UAE
Registrars
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex  BN99 6DA 
Financial Public Relations
The Maitland Consultancy
Orion House
5 Upper St Martin’s Lane
London 
James Andrew Morrison, aged 43
Chief Executive Ofﬁ cer 
(appointed 30 June 2005)
Jim is the founder of the Group and has over 20 years experience 
in the IT and telecommunications industries. Prior to setting up the 
Group, he was Head of Mobile Device and Application Development 
with BT and BT Cellnet Limited where he led the 2G, 2.5G and 3G 
product and application team for BT Wireless.
Ian George Cameron, aged 51
Chief Financial Ofﬁ cer 
(appointed 30 June 2005)
Ian is a Chartered Accountant with a degree in accountancy from 
the University of Glasgow. Before moving to the Group in November 
2004, he was Finance Director of AorTech International plc, having 
held that position for 6 years. Previously, he was Chief Accountant 
with Alexander Russell plc and prior to that he was a ﬁ nancial 
controller and analyst in the oil industry.
William Mathew Gorjance, aged 49,
non-Executive Director 
(appointed 5 September 2005)
Bill has a BA and MBA from Harvard University and has over 20 years 
senior leadership experience in telecommunications and related 
industries.  He is currently CFO of peermusic, the world’ s largest 
independent music publisher. Before that,  until June 2004, he was 
Executive Vice President, Corporate and Business Development of 
Telephia, Inc, a provider of syndicated information to the global mobile 
industry. Prior to that he was a director of O2-UK (formerly BT Cellnet 
Limited) where, reporting directly to the managing director, he had 
a wide range of responsibilities, including ﬁ nance, strategic planning, 
change management and legal and regulatory. 11 Annual Report and Accounts 2006 11 Annual Report and Accounts 2006
The Directors present their report on the Group and its audited ﬁ nancial statements for the year ended 
31 March 2006.
Principal activities
The principal activities of the Group are the development and supply of high end wireless integrated Pocket PCs 
and Smartphones, specialising in the Microsoft® Windows Mobile™ operating system, and the development and 
supply of related software applications and services.
Review of the business and future developments
i-mate plc was incorporated on 23 June 2005 as a holding company. It acquired a number of Group subsidiary 
companies as set out in Note b) to the ﬁ nancial statements as part of the Group restructuring prior to IPO. On 
28 September 2005, shares in i-mate plc were listed on the Alternative Investment Market of the London Stock 
Exchange.
A full review of the Group’s performance, ﬁ nancial position and future developments is given in the Chairman’s 
and Chief Executive’s Statements on pages 4 to 7 and the Financial Review on pages 8 and 9.
Results and dividends
The consolidated income statement is set out on page 24 and has been prepared in US Dollars, the functional 
currency of the Group. Due to the Group reorganisation, the results are presented on a proforma basis, as if the 
Group had existed in its current form throughout the current and prior periods. The results are the ﬁ rst to be 
prepared under IFRS as detailed in the Financial Review. 
The Group’s net proﬁ t after taxation attributable to equity holders of i-mate plc for the year was $20,677,000 
(2005:$13,833,000) which will be added to reserves.
No dividends have been paid or are proposed.
Research and development
The Group carries out research and development principally relating to i-mate™ Suite and new hardware devices. 
Further information is contained in the Chief Executive’s Statement. Total research and development expenditure 
during the year was $1,773,000 (2005:$550,000) of which $1,609,000 (2005:$nil) was capitalised as intangible ﬁ xed 
assets and $164,000 (2005:$550,000) was written off to the income statement in accordance with the accounting 
policy set out on page 31.
Risk assessment
The Directors have initiated a regular process of reviewing risks to the business and monitoring associated 
controls, actions and contingency plans. The most important risks currently identiﬁ ed by the Directors include:  
reliance on key supplier relationships;  competition; innovation and delivery of new products;  technological 
change and consumer trends; and geographical expansion.
The Group’s ﬁ nancial and risk management policies are set out in Notes 14 and 17 together with details of 
ﬁ nancial instruments.
Directors and their interests
At 31 March 2006, the Chairman of the Company was B. Cragg, the Executive Directors were J. Morrison and 
I. Cameron and the non-Executive Director was W. Gorjance. No other Directors served during the year.
Group Report of the Directors 12 Annual Report and Accounts 2006
The interests of the Directors at 31 March 2006 in the ordinary share capital of the Company (all beneﬁ cially held) 
were as follows:
number of shares
B. Cragg -
J. Morrison 94,974,243
I. Cameron -
W. Gorjance -
 
During the period from 31 March 2006 to 24 May 2006, no Director changed his interest in the issued ordinary 
share capital of the Company.
The interests of Directors in share options are disclosed in the Report of the Remuneration Committee on page 
22.
Substantial shareholdings
With the exception of the following shareholdings, the Directors have not been advised of any individual interest, 
or group of interests held by persons acting together, which at 24 May 2006 exceed 3% of the Company’s issued 
share capital:
number %
J. Morrison 94,974,243 80.4%
  
Employees 
The Group places considerable value on the involvement of its employees, who are regularly briefed on the 
Group’s activities through management meetings.
Equal opportunity is given to all employees regardless of sex, colour, race, religion or ethnic origin.
Applications for employment from disabled persons are always fully considered, bearing in mind the aptitudes 
of the applicant concerned. In the event of a member of staff becoming disabled, every effort will be made to 
ensure that his/her employment within 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.
Creditor payment policy
The policy of the Company and its subsidiary undertakings is to:
(a) Settle the terms of payment with suppliers when agreeing the terms of each transaction;
(b) Ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; 
and
(c) Pay in accordance with its contractual and other legal obligations provided suppliers comply with the terms 
and conditions of supply.
Group Report of the Directors 13 Annual Report and Accounts 2006
At 31 March 2006, trade creditors represented 51 (2005: 58) days as a proportion of Group purchases.
Charitable and political donations
During the year, the Group made no charitable or political donations (2005:$nil).
Information to auditors
Each of the persons who is a Director at the date of approval of this report conﬁ rms that:
(1)  So far as the Director is aware, there is no relevant audit information (as deﬁ ned in the Companies Act,   
 1985) of which the  Company’s auditors are unaware; and
(2)  The Director has taken all the steps that he ought to have taken as a Director in order to make himself   
 aware of any relevant audit information (as deﬁ ned) and to establish that the Company’s auditors are   
 aware of that information.
Statement of directors’ responsibilities
The Directors are responsible for preparing the Annual Report and ﬁ nancial statements. The Directors have 
chosen to prepare the ﬁ nancial statements for the Group in accordance with International Financial Reporting 
Standards (“IFRS”). Company law requires the Directors to prepare such ﬁ nancial statements in accordance with 
IFRS, the Companies Act 1985 and Article 4 of the IAS Regulation.
International Accounting Standard 1 requires that ﬁ nancial statements present fairly, for each ﬁ nancial year, the 
Company’s ﬁ nancial position, ﬁ nancial performance and cashﬂ ows. This requires the faithful representation of 
the effects of transactions, other events and conditions in accordance with the deﬁ nitions and recognition 
criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s 
“Framework for the Preparation and Presentation of Financial Statements” . In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable International Financial Reporting Standards. 
Directors are also required to:
� Properly select and apply accounting policies;
� Present information, including accounting policies, in a manner that provides relevant, reliable, 
 comparable and understandable information; and
� Provide additional disclosures when compliance with the speciﬁ c requirements in IFRS is insufﬁ cient to  
 enable users to understand the impact of particular transactions, other events and conditions on the   
 entity’s ﬁ nancial position and ﬁ nancial performance.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy 
at any time the ﬁ nancial position of the Company, for safeguarding the assets, for taking reasonable steps for 
the prevention and detection of fraud and other irregularities and for the preparation of a Directors’ Report and 
Directors’ Remuneration Report which comply with the requirements of the Companies Act 1985.
The Directors are responsible for the maintenance and integrity of the Company website. Legislation in the 
United Kingdom governing the preparation and dissemination of ﬁ nancial statements may differ from 
legislation in other jurisdictions.
Group Report of the Directors 14 Annual Report and Accounts 2006
Annual general meeting
The notice convening the Annual General Meeting for 10.00 am on 30 June 2006 at Biggart Baillie, Dalmore 
House, 310 St Vincent Street, Glasgow G2 5QR is set out on pages 51 and 52. There are a number of resolutions to 
be passed and further information in relation to these resolutions is set out below.
Resolution 1 provides for the approval of the Company’s ﬁ nancial statements for the year ended 31 March 
2006. Resolution 2 provides for the approval of the Report of the Remuneration Committee for the year ended 
31 March 2006. Resolution 3 provides for the re-election to the Board of Bernard Cragg, who was appointed a 
Director on 5 September 2005. Resolution 4 provides for the re-election to the Board of James Morrison, who 
was appointed a Director on 30 June 2005. Resolution 5 provides for the re-election to the Board of Ian Cameron, 
who was appointed a Director on 30 June 2005. Resolution 6 provides for the re-election to the Board of William 
Gorjance, who was appointed a Director on 5 September 2005. Resolution 7 provides for the reappointment of 
Deloitte & Touche LLP as auditors of the Company. Resolution 8 authorises the Directors to allot shares up to 
a nominal value of £2,000,000. Resolution 9 disapplies pre-emption rights in relation to a speciﬁ ed number of 
shares. This ﬁ gure represents 5% of the issued share capital.
All members are welcome to attend and vote at the Annual General Meeting. Any member not attending should 
complete and return the Proxy Form enclosed in accordance with the instructions set out in that document.
By order of the Board of Directors
Emily J Wiewiorka
Company Secretary
Glasgow
24 May 2006
Group Report of the Directors 15 Annual Report and Accounts 2006 15 Annual Report and Accounts 2006
Corporate Governance
The Combined Code
Companies that have securities traded on the Alternative Investment Market (AIM) are not required to comply 
with the disclosures of the Combined Code. The Board of i-mate plc, however, recognises the importance of 
maintaining the highest standards of corporate governance and is committed to the principles and provisions 
set out in the Combined Code on Corporate Governance which was issued in July 2003 and which is appended 
to the Listing Rules of the Financial Services Authority as they apply given the current nature and scale of the 
Group. Consequently, the disclosures set out below are provided on a voluntary basis.
Compliance
Prior to listing on 28 September 2005, the Company did not comply with the principles of Corporate Governance 
contained in the Combined Code.
From 28 September 2005, the Company has complied with the code provisions set out in Section 1 of the 
Combined Code on Corporate Governance with the following exceptions:
� Excluding the Chairman, Bill Gorjance was the only independent non-executive Director throughout the 
period. This meant that less than half the Board, excluding the Chairman, comprised independent 
non-executive Directors which breached Provision A.3.2 of the Combined Code. The Company is 
committed to appointing a further independent non-executive Director, with appropriate skills and 
experience.
� Following admission to listing, the Company granted Bernard Cragg an option over 71,429 Ordinary Shares 
exercisable at 5p per share on the third anniversary date of grant. Although he was considered 
 independent at the time of his appointment as Chairman, the subsequent granting of these options 
 results in Bernard Cragg no longer being considered an independent non-executive Director. Therefore, 
the composition of the Nomination, Remuneration and Audit Committees is not compliant with the 
 Combined Code (Provisions A.4.1, B.2.1 and C.3.1 respectively) throughout the period. The Board does 
 consider Bernard Cragg to be independent in character and judgement notwithstanding the existence of 
this option. As stated above, the Company is committed to appointing a further independent 
 non-executive Director who will sit on these Committees. 
� The Board has implemented a procedure to review its performance and effectiveness and that of its 
 Committees. This will be completed within the anniversary of the Company’s ﬁ rst listing.
The Board
The Board at 31 March 2006 comprised four members: the non-executive Chairman, two executive Directors and 
one independent non-executive Director. The Board is committed to appointing a further independent 
non-executive Director. Biographical details of the Directors are shown on page 10.
The Board is responsible to shareholders for the proper management of the Group and meets on a regular basis 
to set the overall direction and strategy of the Group, to review trading performance and to advise on senior 
management appointments. Financial policy and budgets, including capital expenditure, are approved and 
monitored by the Board. All key operational decisions are subject to Board approval. The Company Secretary 
is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are 
complied with. All matters to be discussed at Board Meetings are formally advised to Board members in advance 
thereby ensuring that the Board is properly informed to enable it to discharge its duties. Speciﬁ c powers, 
authorities and day to day management are delegated to executive management and to the various Board 
committees. 16 Annual Report and Accounts 2006
Directors are subject to election by shareholders at the ﬁ rst opportunity after their appointment. In addition, 
one third of Directors are subject to retirement by rotation at each Annual General Meeting.
The posts of Chairman and Chief Executive are separately held. The Chairman, Bernard Cragg, is responsible for 
the running of the Board and ensures that all Directors receive sufﬁ cient relevant information on ﬁ nancial, 
business and corporate issues prior to meetings. The Chief Executive, Jim Morrison, has responsibility for running 
the Group’s business and implementing Group strategy. The Board believes that this separation results in a clear 
division of responsibilities at the head of the Company which, with the presence of an independent 
non-executive Director, ensures a balance of power and authority such that no one individual has unfettered 
powers of decision.
The Chairman, Bernard Cragg, was appointed on 5 September 2005. On 30 September he was awarded an option 
over 71,429 Ordinary Shares at an exercise price of 5p per share. At the time of his appointment as Chairman, 
Mr Cragg fulﬁ lled the criteria for independence as set out in the Combined Code.
Board Committees
There are three Board Committees: Audit, Remuneration and Nomination, all comprising the Chairman and the 
independent non-executive Director. The Chief Executive also sits on the Nomination Committee. The Company 
Secretary acts as secretary to all Committees. Since September 2005, the Audit and Remuneration Committees 
have met on three and two occasions respectively, with all meetings attended by both Committee members.
Audit Committee
The Audit Committee meets at least twice per year and overviews the monitoring of the Group’s internal 
controls, accounting policies and ﬁ nancial reporting and provides a forum through which the external auditors 
report. It meets at least once a year with the external auditors without executive Board members present.
The Audit Committee has written terms of reference, held at the Company’s registered ofﬁ ce, which deﬁ ne its 
objectives to be:
� to maintain shareholder conﬁ dence and the credibility and objectivity of published ﬁ nancial information;
� to monitor the management of any signiﬁ cant risks identiﬁ ed within the Group;
� to ensure adequate internal controls are in place throughout the Group;
� to ensure the ﬁ nancial performance, position and prospects of the Group are properly monitored and 
reported on; and
� to assist the Board of Directors in meeting its ﬁ nancial reporting responsibilities and to ensure that the 
Company’s published ﬁ nancial statements comply with all applicable statutory requirements and 
 accounting standards.
In addition, the Audit Committee is responsible for reviewing and monitoring the external auditors’ independ-
ence and objectivity and effectiveness of the audit process, taking into consideration relevant UK professional 
and regulatory requirements.
Remuneration Committee
A separate Report of the Remuneration Committee is set out on pages 19 to 22. This includes details of the 
Group’s remuneration policy and gives details of each Director’s remuneration.
Corporate Governance 1 7 Annual Report and Accounts 2006
The Remuneration Committee has written terms of reference, held at the Company’s registered ofﬁ ce, which 
deﬁ ne its objectives to be:
� to review the performance of the executive Directors and senior executives of the Group;
� to ensure that the Group’s executive Directors and senior executives are fairly rewarded for their individual 
contributions to the Group’s overall performance by determining their pay, any bonuses and other 
 remuneration;
� to consider the allocation of share options together with any attached performance targets to Directors 
and employees; and
� to demonstrate to all shareholders that the remuneration of the senior executive members of the Group 
is set using a formal and transparent procedure by a committee of the Board members who will give due 
regard to the interests of all shareholders and to the ﬁ nancial and commercial position of the Group.   
Nomination Committee
The Nomination Committee reviews the structure and composition of the Board and, where appropriate, recom-
mends changes to the Board. It is responsible for nominating, for Board approval, candidates for appointment to 
the Board having regard to the overall skills and composition of the Board.
The Nomination Committee has written terms of reference, held at the Company’s registered ofﬁ ce, which deﬁ ne 
its objectives to be:
� to make plans for succession for both executive and non-executive Directors;
� to make recommendations regarding the appointment of non-executive Directors on completion of their 
speciﬁ ed term of ofﬁ ce;
� to make recommendations regarding the re-election by shareholders of any Director under the retirement 
by rotation provisions contained in the Company’s Articles of Association;
� to make recommendations relating to any matters pertaining to the continuation in ofﬁ ce of any Director 
at any time; and
� to make recommendations concerning the appointment of any Director to executive or other ofﬁ ce other 
than to the positions of Chairman and Chief Executive of the Company.
Relations with Shareholders
The Company encourages dialogue with both its institutional and private investors and responds promptly to all 
questions verbally or in writing. The Chief Executive and the Chief Financial Ofﬁ cer are the principal spokesmen 
for the Company and attend meetings with analysts and institutional shareholders throughout the year. 
The Annual General Meeting is used as an opportunity to communicate with private investors, as is the 
Company’s website (www.imate.com) which includes Company announcements, information on the Group’s 
activities and products and details of the Company’s share price. All shareholders have at least 21 days’ notice of 
the Annual General Meeting.  
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board has ultimate responsibility for the preparation of the annual audited accounts.
A detailed review of the performance of the Group is contained in the Chairman’s Statement on pages 4 to 5 and 
Corporate Governance 18 Annual Report and Accounts 2006
in the Chief Executive’s Statement on pages 6 to 7. Presenting these statements alongside the Financial Review 
on pages 8 to 9 and the Group Report of the Directors on pages 11 to 14, the Board seeks to present a balanced 
and understandable assessment of the Group’s position, performance and prospects.
Internal Control
A key objective of the Board of Directors and senior management is to safeguard the value of the business and 
assets of the Group. This requires the development of relevant policies and appropriate internal controls to 
ensure proper management of the Group’s resources and the identiﬁ cation of risks which might serve to 
undermine them. The Board of Directors is responsible for the Group’s system of internal control and for 
reviewing its effectiveness. It should, however, be recognised that such a system can provide only reasonable 
and not absolute assurance against material mis-statement or loss. 
The principal elements of the system include:
� A clearly deﬁ ned structure which delegates authority, responsibility and accountability;
� Manuals of policies and procedures applicable to all material aspects of the organisation;
� A comprehensive system for reporting ﬁ nancial results. Actual results are measured against budget which 
together with a commentary on variances and other unusual items allows the Board to monitor the 
Group’s performance on a regular basis;
� A comprehensive annual planning and budgeting programme; and
� A regular revision of annual forecasts.
There has been no independent internal audit function to date as this was not considered necessary given the 
current nature and scale of the Group’s activities. The Board has reviewed the need for an internal audit function 
within the Group and considering the growth and geographical spread of the business, it has been decided to 
implement a Group wide internal audit process in the forthcoming year.
The Board has reviewed the effectiveness of the system of internal control as outlined above and considers the 
Group has an established system which the Directors believe to be appropriate to the business.
During the year under review, the Board introduced a process for identifying, evaluating and managing any 
signiﬁ cant risks faced by the Group. This process will be regularly reviewed by the Board in accordance with the 
Turnbull guidelines.
The Group has in place a policy on ‘whistle-blowing’ which is communicated to all employees in the Employee 
Handbook. 
Going Concern
After making appropriate enquiries and reviewing budgets, proﬁ t and cash ﬂ ow forecasts and business plans, 
the Directors have formed a judgement at the time of approving the ﬁ nancial statements that there is a 
reasonable expectation that the Company and the Group have adequate resources to continue in operational 
existence for the foreseeable future. For this reason, the Directors consider that the adoption of the going 
concern basis in preparing the Group’s ﬁ nancial statements is appropriate.
Corporate Governance 19 Annual Report and Accounts 2006 19 Annual Report and Accounts 2006
Unaudited section
Introduction
This report has been prepared in accordance with the Directors’ Remuneration Report Regulations 2002 which 
introduced new statutory requirements for the disclosure of Directors’ remuneration in respect of periods ending 
on or after 31 December 2002. This report also meets the relevant requirements of the Listing Rules of the 
Financial Services Authority and describes how the Board has applied the Principles of Good Governance relating 
to Directors’ remuneration. As required by the Regulations, a resolution to approve the report will be proposed at 
the Annual General Meeting of the Company at which the ﬁ nancial statements will be approved.
Remuneration committee
The Remuneration Committee was created on 13 September 2005 prior to the listing of the Company’s shares on 
the Alternative Investment Market of the London Stock Exchange and comprises the non-Executive Directors as 
follows:
B Cragg (Chairman) 
W Gorjance 
As appropriate, the Committee may invite the Chief Executive to participate in some of its discussions. No Director 
plays a part in any discussion about his own remuneration. 
The Committee is responsible for determining the Group’s policy for executive remuneration and the terms and 
conditions of employment for the individual executive Directors. It is also responsible for considering 
management’s recommendations for remuneration and employment terms of the Group’s staff, including 
incentive arrangements for bonus payments and grant of share options.
The Committee has access to professional advice, both inside and outside the Group, as required. During the year 
to 31 March 2006, no material assistance was provided to the Remuneration Committee by third parties.
Remuneration policy
When setting its remuneration policy the Committee gives full consideration to the provisions and principles of 
the Combined Code. In setting the policy it considers a number of factors, including:
� the basic salaries and beneﬁ ts available to executive Directors and senior management of comparable 
 companies;
� the need to attract and retain Directors and senior management of an appropriate calibre; and
� the need to ensure executive Directors’ and senior management’s commitment to the future success of the 
Group by means of appropriate remuneration and incentive schemes.
Remuneration of executive Directors
Consistent with the above, the remuneration packages awarded to executive Directors comprise a mix of 
performance-related and non-performance-related elements. The Company’s remuneration policy for executive 
Directors is to:
Report of the Remuneration Committee 20 Annual Report and Accounts 2006
� have regard to the individual’s experience and the nature and complexity of their work in order to pay a 
competitive salary that attracts and retains management of the highest quality;
� link individual remuneration packages to the Group’s long term performance through the award of share 
options and bonus schemes; and
� provide employment related beneﬁ ts including medical insurance, life insurance and allowances for cars 
and relocation.
Service contracts
The most recent executed contract for James Morrison is dated 13 September 2005. The contract is terminable 
on twelve months’ notice by either party.
The most recent executed contract for Ian Cameron is dated 5 September 2005. The contract is terminable on 
three months’ notice by either party.
The Remuneration Committee will review each case of early termination individually in order to ensure 
compensation settlements are made which are appropriate to the circumstances, taking care to ensure that 
poor performance is not rewarded.
Basic salary
The Committee considers basic salaries once a year and, additionally, when an individual changes position or 
responsibility. In deciding appropriate levels, the Committee considers Group and personal performance and 
independent advice concerning comparable organisations.
Annual performance incentive
The Group operates a performance related bonus scheme for all employees including executive Directors and 
key employees. Objectives are set out which must be achieved if a cash bonus is to be paid. These objectives 
take into account the Company’s internal budgets and external analysts’ expectations.
Pensions
The Group does not operate a pension scheme and makes no contributions to personal pension plans for 
Directors or employees.
Share options
The Company operates an Approved Share Option Scheme, an Unapproved Share Option Scheme and a US 
Share Option Scheme.
Only employees of the Group resident in the UK and full time Directors of the Company resident in the UK are 
eligible to participate in the Approved Share Option Scheme which has been approved by HM Revenue & 
Customs under the provisions of Schedule 4 of the Income Tax (Earnings & Pensions) Act 2003.
Only employees of the Group and full time Directors of the Company are eligible to participate in the 
Unapproved Share Option Scheme.
Only employees of the Group resident in the USA and full time Directors of the Company resident in the USA 
are eligible to participate in the US Share Option Scheme.
Report of the Remuneration Committee 21 Annual Report and Accounts 2006
The award of options under all three schemes is at the discretion of the Remuneration Committee. Prior to any 
grant, the Remuneration Committee will consider appropriate performance criteria and vesting conditions based 
on the Group’s and relevant individuals’ performance targets.
The price at which an Ordinary Share may be acquired under all three schemes is determined by the 
Remuneration Committee and shall not be less than the average of the mid market price on the three 
immediately preceding eligible dealing days on the date of the award.
To date, no options have been granted to any Director of the Company under any of the above schemes.
On 30 September 2005, following the successful IPO, the Company granted individual options to Bernard Cragg, 
non-executive Chairman, and certain employees who had one or more years service with the Group as at 30 
September 2005. The price at which an Ordinary Share may be acquired under these individual option 
agreements is 5p, being the nominal value of such Ordinary Share. No individual options were granted to any 
Director of the Company other than Bernard Cragg.
Remuneration of non-executive Directors
The remuneration of the non-executive Directors is determined by the executive Directors and ratiﬁ ed by the 
Board. Terms of service are speciﬁ ed in letters of appointment. Currently, appointments are for an initial period of 
three years, which may be renewed, and are subject to one month’s notice by either party.
Non-executive Directors do not receive any bonus and are not eligible to participate in the Company’s share 
option schemes – although they are eligible for special grants of share options.
Audited section
Directors’ remuneration   
Details of Directors’ emoluments for the year are as follows:
Salary 
and fees 
$
Bonus
$
Beneﬁ ts
$
2006 
Total 
$
2005
Total 
$
Executive
J Morrison (appointed 30 June 2005) 755,200 - 381,138 1,136,338 3,081,080
I Cameron (appointed 30 June 2005) 179,962 132,750 29,619 342,331 72,000
Non-executive
B Cragg (Chairman, appointed 5 September 2005) 66,750 - - 66,750 -
W Gorjance (appointed 5 September 2005) 31,150 - - 31,150 -
1,033,062 132,750 410,757 1,576,569 3,153,080
Statutory Directors’ emoluments for the period are disclosed in Note g) to the Company Financial Statements.
The above table has been prepared on a proforma basis as if i-mate plc had been in existence and had been the 
parent of all Group subsidiaries throughout the current and prior periods. Emoluments have been presented as 
if the Directors were Directors of i-mate plc from the date of their commencement of employment within the 
Group as follows: 
   J. Morrison throughout both years
   I. Cameron from 1 November 2004
   B.Cragg from 5 September 2005
   W.Gorjance from 5 September 2005
Report of the Remuneration Committee 22 Annual Report and Accounts 2006
The bonus to I.Cameron for the year ended 31 March 2006 was conditional on successful IPO completion.
Beneﬁ ts include car and housing allowances, life insurance and health insurance.
Directors’ interests in shares
The interests of directors in the shares of the Company are included in the Directors’ Report on page 12.
Directors’ interests in share options
The interests of the Directors in options over the Ordinary Shares of the Company were as follows:
Individual Share Option Agreement
Number of options
Date of grant
Granted 
During year
 At 
31 March 2006
Exercise 
price
Earliest date 
of exercise Expiry date
B Cragg 30/09/05 71,429  71,429 5p 30/09/08 30/09/15
           
No other Directors have been granted share options in the shares of the Company. No options were exercised 
by Directors and no options lapsed during the year. There were no performance related criteria attached to the 
above options.
The mid market price of the Company’s shares as at 31 March 2006 was 253.0p. The range in the mid market price 
since the Company ﬂ otation to 31 March 2006 was from 220.0p to 327.5p.
Performance Graph (unaudited)
The following graph shows 
the Company’s performance, 
measured by total shareholder 
return, compared with the 
performance of the FTSE AIM 
All Share Index. The Directors 
believe this index to be the 
most appropriate for 
comparison over the period.
Approved by the Board of Directors
Bernard Cragg
Chairman of the Remuneration Committee
24 May 2006
Report of the Remuneration Committee
-
20
40
60
80
100
120
140
160
180
22/9/05
6/10/05
20/10/05
3/11/05
17/11/05
1/12/05
15/12/05
29/12/05
12/1/06
26/1/06
9/2/06
23/2/06
9/3/06
23/3/06
i-mate
AIM all Share
October 05 November 05 December 05 January 06 February 06 March 06 23 Annual Report and Accounts 2006 23 Annual Report and Accounts 2006
Independent auditors’ report to the members of i-mate plc
We have audited the Group and individual company ﬁ nancial statements (the “ﬁ nancial statements”) of i-mate plc for the year 
ended 31 March 2006 which comprise the consolidated income statement, the Group statement of changes in equity, the 
Group and Company balance sheets, the consolidated cashﬂ ow statement statement and the related notes 1 to 23 in respect 
of the Group ﬁ nancial statements and a) to g) in respect of the company ﬁ nancial statements. These ﬁ nancial statements 
have been prepared under the accounting policies set out therein.  We have also audited the information in the directors’ 
remuneration report that is described as having been audited.  
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985.  
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state 
to them in an auditors’ report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or 
for the opinions we have formed.
 
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the Group ﬁ nancial statements in accordance with applicable 
law and International Financial Reporting Standards (IFRSs) as adopted for use in the European Union and for preparing the 
parent individual company ﬁ nancial statements in accordance with applicable law and United Kindom Accounting Standards 
(United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors’ responsibilities.
Our responsibility is to audit the ﬁ nancial statements and the part of the directors’ remuneration report described as having 
been audited in accordance with relevant United Kingdom legal and regulatory requirements and International Standards on 
Auditing (UK and Ireland). 
 
We report to you our opinion as to whether the ﬁ nancial statements give a true and fair view, in accordance with the relevant 
ﬁ nancial reporting framework, and whether the ﬁ nancial statements and the part of the directors’ remuneration report 
described as having been audited have been properly prepared in accordance with the Companies Act 1985 and whether, in 
addition, the Group ﬁ nancial statements have been properly prepared in accordance with Article 4 of the IAS Regulation.  We 
report to you whether in our opinion the information given in the directors’ report is consistent with the ﬁ nancial statements.  
We also report to you if the Company has not kept proper accounting records, if we have not received all the information 
and explanations we require for our audit, or if information speciﬁ ed by law regarding directors’ remuneration and other 
transactions is not disclosed.
 
We read the directors’ report and the other information contained in the annual report for the above year as described in the 
contents section including the unaudited part of the directors’ remuneration report and consider the implications for our 
report if we become aware of any apparent misstatements or material inconsistencies with the ﬁ nancial statements.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing 
Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the 
ﬁ nancial statements and the part of the directors’ remuneration report described as having been audited. It also includes an 
assessment of the signiﬁ cant estimates and judgements made by the directors in the preparation of the ﬁ nancial statements, 
and of whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and adequately 
disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary 
in order to provide us with sufﬁ cient evidence to give reasonable assurance that the ﬁ nancial statements and the part of the 
directors’ remuneration report to be audited are free from material misstatement, whether caused by fraud or other irregularity 
or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the ﬁ nancial 
statements and the part of the directors’ remuneration report described as having been audited.
Opinion
In our opinion:
� the Group ﬁ nancial statements give a true and fair view, in accordance with IFRSs as adopted for use in the European Union, of 
the state of the Group’s affairs as at 31 March 2006 and of its proﬁ t for the year then ended;
� the Group ﬁ nancial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the 
IAS Regulation;
� the individual company ﬁ nancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted 
Accounting Practice, of the state of the individual company’s affairs as at 31 March 2006; 
� the individual company ﬁ nancial statements and the part of the directors’ remuneration report described as having been 
audited have been properly prepared in accordance with the Companies Act 1985; and
� the information given in the directors’ report is consistent with the ﬁ nancial statements.
 
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
Edinburgh
United Kingdom
5 June 2006
 
Notes: An audit does not provide assurance on the maintenance and integrity of the website, including controls used to achieve 
this, and in particular on whether any changes may have occurred to the ﬁ nancial statements since ﬁ rst published. These 
matters are the responsibility of the directors but no control procedures can provide absolute assurance in this area.
Legislation in the United Kingdom governing the preparation and dissemination of ﬁ nancial statements differs from legislation 
in other jurisdictions.
Independent auditors’ report to the members of 
i-mate plc 24 Annual Report and Accounts 2006
Proforma Consolidated Income Statement
for the year ended 31 March 2006 
    
Note
2006
$000 
2005
$000 
Revenue 4 206,021 136,151
Cost of sales (156,463) (101,094)
Gross proﬁ t 49,558 35,057
Distribution costs (4,187) (2,315)
Administrative expenses (24,066) (18,385)
Operating proﬁ t 4, 5  21,305 14,357
Investment revenue 6 1,165 28
Proﬁ t before taxation 22,470 14,385
Taxation 8 (952) (552)
Proﬁ t for the ﬁ nancial year 21,518 13,833
Attributable to:
Equity holders of the parent 20,677 13,833
Minority interest 15 841 -
21,518 13,833
Earnings per share
Basic 9 17.44c 11.67c
Diluted 9 17.31c 11.67c
  
During the year, the Group carried out a corporate restructuring including the introduction of a new holding 
company. This income statement, earnings per share and statement of changes in equity have been prepared 
using merger accounting and are presented on a proforma basis as if the new holding company had been in 
existence and had been the parent of all Group subsidiaries throughout the current and prior periods. Further 
information is given in note 2. A statutory Group income statement from the date of incorporation of the new 
holding company to 31 March 2006 is given in note 22.
Revenue and operating proﬁ t are derived from continuing operations.
There is no difference between the proﬁ ts stated above and their historical cost equivalent. 25 Annual Report and Accounts 2006 25 Annual Report and Accounts 2006
Share
Capital
$000
Share 
Premium
$000
Merger
Reserve
$000
Retained
Earnings
$000
Exchange
Reserve
$000
Total
$000
Shares issued 10,293 66,850 (8,663) - - 68,480
Cost of issue - (4,730) - - - (4,730)
Currency differences on foreign 
currency net investments
- - - - (883) (883)
Share based payment provision - - - 591 - 591
Total income and expense 
recognised directly in equity 10,293 62,120 (8,663) 591 (883) 63,458
Proﬁ t for the year - - - 21,518 - 21,518
Total recognised income and 
expense for the year 10,293 62,120 (8,663) 22,109 (883) 84,976
Opening balances 137 - - 15,081 (6) 15,212
Equity at end of the year 10,430 62,120 (8,663) 37,190 (889) 100,188
Attributable to:
Equity holders of the parent 10,430 62,120 (8,663) 35,753 (889) 98,751
Minority interests - - - 1,437 - 1,437
10,430 62,120 (8,663) 37,190 (889) 100,188
for the year ended 31 March 2005
Currency differences on foreign 
currency net investments
- - - - (6) (6)
Total  income and expense
recognised directly in equity
---- (6) (6)
Proﬁ t for the year - - - 13,833 - 13,833
Total recognised income and 
expense for the year 
- - - 13,833 (6) 13,827
Opening balances 137 - - 1,248 - 1,385
Equity at end of the year 137 - - 15,081 (6) 15,212
(all attributable to equity 
holders of the parent)
Proforma Group Statement of Changes in Equity
for the year ended 31 March 2006  26 Annual Report and Accounts 2006
Proforma Consolidated Balance Sheet
as at 31 March 2006
Note
2006
$000
2005
$000
Non current assets
Intangible assets 10 1,671  45
Property, plant and equipment 11 1,137 1,034
 2,808 1,079
Current assets
Inventories 13 21.680 5,077
Trade and other receivables 14 37,081 18,332
Cash and cash equivalents 17 69,343 14,311
128,104 37,720
Total assets 4(d) 130,912 38,799
Current liabilities
Trade and other payables 14 29,858 23,010
Current tax liabilities 866 577
Total liabilities 4(d) 30,724 23,587
Net assets 100,188 15,212
Equity
Share capital 16 10,430 137
Share premium account 62,120 -
Merger reserve (8,663) -
Exchange reserve (889) (6)
Retained earnings 35,753 15,081
Equity attributable to equity holders of the parent 98,751 15,212
Minority interest 15 1,437 -
Total equity 100,188 15,212
   
During the year, the Group carried out a corporate restructuring including the introduction of a new holding 
company. This balance sheet has been prepared using merger accounting and is presented on a proforma basis as 
if the new holding company had been in existence and had been the parent of all Group subsidiaries throughout 
the current and prior periods. Further information is given in note 2.  
The ﬁ nancial statements on pages 24 to 45 were approved by the Board of Directors and authorised for issue on 24 
May 2006 and were signed on its behalf by:
J Morrison, Chief Executive Ofﬁ cer
I Cameron, Chief Financial Ofﬁ cer
The accompanying notes are an integral part of these ﬁ nancial statements. 27 Annual Report and Accounts 2006 27 Annual Report and Accounts 2006
Proforma Consolidated Cashﬂ ow Statement
for the year ended 31 March 2006
 
Note
2006
$000
2005
$000
Net cash from operations 18 (7,181) 11,526
Investing activities
Interest received 1,103 28
Proceeds on disposal of property, plant and equipment - 31
Purchase of property, plant and equipment (804) (1,259)
Expenditure on intangible assets (1,706) -
Acquisition of subsidiary - (100)
Net cash used in investing activities (1,407) (1,300)
Financing activities
Net proceeds on issue of shares 63,750 -
Net increase in cash and cash equivalents 55,162 10,226
Cash and cash equivalents at beginning of year 14,311 4,076
Effect of foreign exchange rate changes (130) 9
Cash and cash equivalents at end of year 69,343 14,311
During the year, the Group carried out a corporate restructuring including the introduction of a new holding 
company. This cashﬂ ow statement has been prepared using merger accounting and is presented on a proforma 
basis as if the new holding company had been in existence and had been the parent of all Group subsidiaries 
throughout the current and prior periods. Further information is given in note 2.  A statutory Group cashﬂ ow 
statement from the date of incorporation of the new holding company to 31 March 2006 is given in note 23. 28 Annual Report and Accounts 2006
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006
1. General Information
i-mate plc is a company incorporated in the United Kingdom under the Companies Act 1985. The address of the 
registered ofﬁ ce is given on page 10. The nature of the Group’s operations and its principal activities are set out in 
the Chief Executive’s Statement on pages 6 and 7 and the Group Report of the Directors on pages 11 to 14.
These ﬁ nancial statements have been prepared in U.S. Dollars because that is the currency of the primary 
economic environment in which the Group operates. Foreign operations are included in accordance with the 
policies set out in note 2.
Application of IFRS 1
The Group’s ﬁ nancial statements for the year ended 31 March 2006 are the ﬁ rst to be prepared in accordance with 
IFRS. These ﬁ nancial statements have been prepared as described in notes 1 and 2 including the principles set out 
in IFRS 1.
Under ﬁ rst time adoption procedures set out in IFRS 1, the Group is required to establish its IFRS policies as at 1 
April 2005 and to apply these retrospectively in the determination of prior period comparatives from 1 April 2004, 
the date of transition. There are a number of optional exemptions to this general principle, the most signiﬁ cant of 
those relevant to the Group are set out below:
• IFRS 3, Business Combinations
 The Group has elected not to restate business combinations prior to the date of transition.
• IAS 16, Property, Plant and Equipment
 The Group has elected, where appropriate, to use book values at the date of transition as the    
 deemed cost of property, plant and equipment.
No adjustments affecting the Group’s equity, net income and cash ﬂ ows have been identiﬁ ed on transition from UK 
GAAP to IFRS. Consequently, no reconciliation table has been provided.
At the date of authorisation of these ﬁ nancial statements, the following Standards and Interpretations which have 
not been applied in these ﬁ nancial statements, but which will be relevant to the Group, were in issue but not yet 
effective:
IFRS 7 Financial Instruments: Disclosures; and the related amendment to IAS1 on capital disclosures.
IFRIC 4 Determining whether an Arrangement contains a lease.
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no 
material impact on the ﬁ nancial statements of the Group, except for additional disclosures on capital and ﬁ nancial 
instruments, when the relevant standards come into effect for periods commencing on or after 1 January 2007. 
2. Signiﬁ cant accounting policies
Basis of accounting
The ﬁ nancial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) 
for the ﬁ rst time. IFRS 1 requires disclosures concerning the transition from UK GAAP to IFRS. No adjustments have 
been identiﬁ ed on this transition and so no such disclosures have been provided. The ﬁ nancial statements have 
been prepared in accordance with the IFRS’s adopted for use in the European Union and therefore comply with 
Article 4 of the EU IAS Regulation.
The ﬁ nancial statements have been prepared under the historical cost convention. The principal accounting 
policies are set out below. 29 Annual Report and Accounts 2006
2. Signiﬁ cant accounting policies (continued)
Basis of consolidation
The consolidated ﬁ nancial statements incorporate the ﬁ nancial statements of the Company and entities 
controlled by the Company (its subsidiaries) made up to 31 March each year. Control is achieved where the 
Company has the power to govern the ﬁ nancial and operating policies of an investee entity so as to obtain 
beneﬁ ts from its activities.
On acquisition, the assets and liabilities and contingent liabilities of a subsidiary are measured at their fair value 
at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identiﬁ able net assets 
acquired is recognised as goodwill. Any deﬁ ciency of the cost of acquisition below the fair values of the 
identiﬁ able net assets acquired (ie discount on acquisition) is credited to the income statement in the period of 
acquisition. The interest of minority shareholders is stated at the minority’s proportion of the fair values of the 
assets and liabilities recognised. Subsequently, any losses applicable to the minority interest in excess of the 
minority interest are allocated against the interests of the parent. 
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income 
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the ﬁ nancial statements of subsidiaries to bring the accounting 
policies used into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation.
 
During the year, the Group carried out a corporate restructuring, including the introduction of a new holding 
company. The restructuring represented a change in the identity of the holding company rather than an 
acquisition of the underlying businesses. Consequently, the restructuring has been accounted for using merger 
accounting principles. Therefore, although i-mate plc did not become the parent company of the Group until 
25 August 2005, the ﬁ nancial information is presented as if the Company and its subsidiaries had always been 
part of the same Group. The results and cash ﬂ ows of the entities are combined from the beginning of the year 
in which the merger occurred and their assets and liabilities are combined at the amounts at which they were 
previously recorded. In accordance with sections 131 and 133 of the Companies Act 1985, the Company has 
taken no account of any premium on the shares issued and has recorded the cost of investment at the nominal 
value of the shares issued. The resulting difference on consolidation has been debited to a merger reserve.
 
Goodwill
Goodwill arising on businesses acquired represents the excess of the cost of acquisition over the Group’s interest 
in the fair value of the identiﬁ able assets and liabilities of a subsidiary at the date of acquisition. 
Goodwill is initially recognised as an asset at cost and subsequently measured at cost less any accumulated 
impairment losses. Goodwill which is recognised as an asset is reviewed for impairment annually; any 
impairment is recognised immediately in proﬁ t or loss and is not subsequently reversed.
To date, all goodwill has been written off on acquisition as the goodwill value was attributable to intangible 
assets, speciﬁ cally intellectual property rights and in-process research and development. Intangible assets were 
tested for impairment and have been fully written off in accordance with IAS 38, predominantly due to the 
assessment of the degree of certainty regarding future commercial revenue streams (see note 10).
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the proﬁ t or 
loss on disposal.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 30 Annual Report and Accounts 2006
2. Signiﬁ cant accounting policies (continued)
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts 
receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales 
related taxes.
Sales of goods are recognised when goods are delivered and title has passed. Sales in respect of services and 
licences are recognised on completion of contractual performance.
Interest receivable is recognised as it becomes receivable.
Foreign currencies
The individual ﬁ nancial statements of each Group company are presented in the currency of the primary 
economic environment in which it operates (its functional currency). For the purpose of consolidated ﬁ nancial 
statements, the results and ﬁ nancial position of each group company are expressed in U.S. Dollars, which is the 
functional currency of the Group and the presentation currency for the consolidated ﬁ nancial statements.
In preparing the ﬁ nancial statements of the individual companies, transactions in currencies other than the 
entity’s functional currency (foreign currency) are recorded at the rates of exchange prevailing on the dates of 
the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign 
currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair 
value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair 
value was determined. Non-monetary items that are measured in terms of historic cost in a foreign currency are 
not retranslated.
Exchange differences arising on the settlement of monetary items and on the retranslation of non-monetary 
items carried at fair value are included in the income statement for the period except for differences arising on 
the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity.
On consolidation, the assets and liabilities of the Group’s subsidiaries whose functional currency is not U.S. Dollars 
are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated 
at the average exchange rates for the period. Exchange differences arising, if any, are classiﬁ ed as equity and 
transferred to the Group’s retained earnings. Such translation differences are recognised as income or as 
expenses in the period in which the operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and 
liabilities of the foreign entity and translated at the closing rate.
The share capital and share premium of the Company is Sterling denominated and is translated at actual historic 
rates.
Property, plant and equipment
Property, plant and equipment balances are stated at cost, net of depreciation and any provision for impairment.
Depreciation is provided on all property, plant and equipment  in equal annual instalments over the estimated 
useful lives of the assets. The rates of depreciation are as follows:
 Buildings  2.5% per annum
 Equipment, ﬁ xtures and ﬁ ttings.  Between 33% and 50% per annum
 Motor vehicles 33% per annum
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 31 Annual Report and Accounts 2006
2. Signiﬁ cant accounting policies (continued)
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the 
sales proceeds and the carrying amount of the asset and is recognised in income.
Research and development
Research expenditure is written off as incurred.
Development expenditure relating to identiﬁ able projects is capitalised provided it is probable that the project 
will generate future economic beneﬁ ts and the development cost of the project can be measured reliably. In 
such cases, the identiﬁ able expenditure is deferred and amortised on a straight line basis over the period during 
which the Group is expected to beneﬁ t. All other development expenditure is written off as incurred. The value 
of development expenditure capitalised during the year was $1,609,000. No such expenditure was capitalised in 
prior periods.  
Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to 
determine whether there is any indication that those assets have suffered an impairment loss. In the event of 
any such indication, the recoverable amount of the asset will be estimated using discounted future cash ﬂ ows in 
order to quantify any impairment loss. Impairment losses are recognised as an expense immediately.
Inventories
Inventories are stated at the lower of cost and net realisable value, measured on a FIFO basis. Cost comprises all 
costs in bringing the inventories to their present location and condition. Net realisable value is based on 
estimated selling price less further costs expected to be incurred to completion and disposal. Provision is made 
for obsolete, slow moving or defective items where appropriate.  
Leases
Operating lease rentals are charged to income in equal annual amounts over the lease term.
Financial instruments
Financial assets and ﬁ nancial liabilities are recognised on the Group’s balance sheet when the Group becomes a 
party to the contractual provisions of the instrument.
The Group’s activities give rise to some exposure to the ﬁ nancial risks of changes in interest rates and foreign 
currency exchange rates. The Group has no borrowings and is principally funded by equity, maintaining all its 
funds in bank accounts. Surplus funds are placed in risk free cash deposits. The Group’s exposure to foreign 
currency exchange rates arising from its net investment in currencies other than the U.S. Dollar is unhedged as 
this exposure is currently not viewed as material. The Group does not use derivative ﬁ nancial instruments for 
speculative purposes.
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate 
allowances for irrecoverable amounts.
Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable proﬁ t for the year. Taxable proﬁ t differs from the net proﬁ t as 
reported in the income statement because it excludes items of income or expense that are taxable or deductible 
in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current 
tax is calculated using tax rates that have been enacted or subsequently enacted by the balance sheet date.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 32 Annual Report and Accounts 2006
2. Signiﬁ cant accounting policies (continued)
 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of 
assets and liabilities in the ﬁ nancial statements and the corresponding tax bases used in the computation of 
taxable proﬁ t, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally 
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is 
probable that taxable proﬁ ts will be available against which deductible temporary differences can be utilised. 
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial 
recognition of other assets and liabilities in a transaction that affects neither the tax proﬁ t nor the accounting 
proﬁ t.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or 
the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items 
charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Carrier Devices Middle East FZ LLC, a subsidiary company, operates in a tax free zone; proﬁ ts are therefore not 
subject to corporation tax.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable 
that the Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate 
of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present 
value where the effect is material.
Share based payments
The Group issues equity settled share based beneﬁ ts to employees. These share based payments are measured at 
their fair value at the date of grant and the fair value of expected shares is expensed on a straight-line basis over 
the vesting period. Fair value is measured using the Black Scholes Model.
Dividends
Dividends payable to the Company’s shareholders are recorded as a liability in the period in which the dividends 
are approved. No dividends have been paid by the Company to date.
3.       Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the Group’s accounting policies, as described in note 2, management has made 
the following judgements that have the most signiﬁ cant effect on the amounts recognised in the ﬁ nancial 
statements.
Critical Judgements in Applying the Group’s Accounting Policies
Issue of shares in subsidiary company to HTC
In September 2005, Carrier Devices UK Limited (a subsidiary company) issued shares to HTC, the Group’s principal 
manufacturing partner. These shares were issued for no cash consideration as part of a distribution agreement 
and resulted in HTC owning 11.25% of the share capital of Carrier Devices UK Limited. Carrier Devices UK Limited 
is the holding company of a number of trading subsidiaries within the Group.
Management’s view was that, having applied the principles of IFRS 2, the fair value of these shares issued to HTC 
was zero and that as a result no intangible asset was created by their issue. The reasons for arriving at this view 
were:
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 33 Annual Report and Accounts 2006
3.       Critical accounting judgements and key sources of estimation uncertainty (continued)
� The resulting minority interest of 11.25% gave HTC no inﬂ uence in the running of Carrier Devices UK   
 Limited.
� The minority interest had no marketable value.
� It was not anticipated that Carrier Devices UK Limited would pay a dividend in the foreseeable future.
Valuation of share options granted to employees
The Group estimates the expected value of share-based payments to employees and this is charged through the 
Income Statement over the vesting period of the relevant payments. The cost is estimated using the Black Scholes 
valuation model which requires a number of assumptions to be made such as levels of share vesting, time of 
exercise and share price volatility. This method of estimating the value of share based payments is intended to 
ensure that the actual value transferred to employees is provided by the time payments are made. The inputs to 
the Black Scholes model are detailed in note 19.
Taxation
Under the structure of the Group, the principal operating company, Carrier Devices Middle East FZ-LLC, operates 
in a tax free zone and accordingly proﬁ ts from this company are not subject to tax. No deferred tax has been 
provided in these proﬁ ts as it is assumed that no dividend will be paid to its parent company for the currently 
forseeable future.
Key Sources of Estimation Uncertainty
Bad debt and inventory provisions
The trade debtors balances recorded in the Group’s balance sheet comprise a relatively small number of large 
balances. A full line by line review of trade debtors is carried out at the end of each month. Similarly the aged 
inventory records are reviewed at the end of each month. Whilst every attempt is made to ensure that the bad 
debt and inventory provisions are as accurate as possible, there remains a risk that the provisions do not match 
the level of debts which ultimately prove to be uncollectible and the inventory which ultimately proves not to be 
sellable above cost.
4. Segmental Information
For management purposes, the Group’s primary segment is geographical. The business operates in two business 
segments, hardware and software. Revenue and the carrying value of assets in respect of software are less than 
10% in the current year and so have not been disclosed separately. This may change with the potential future 
growth of software and service revenue.
(a) Segmental revenue
2006 2005
Sales
$000
Inter 
Segment
Sales 
$000
Total
Revenue
$000
Sales
$000
Inter 
Segment
Sales
$000
Total
Revenue
$000
Middle East 208,151 (60,551) 147,600 133,614 (27,294) 106,320
Australasia 31,910 - 31,910 21,278 - 21,278
Italy 23,262 - 23,262 6,040 - 6,040
UK 3,249 - 3,249 2,513 - 2,513
266,572 (60,551) 206,021 163,445 (27,294) 136,151
Inter segment sales are charged on an agreed transfer pricing basis.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 34 Annual Report and Accounts 2006
4. Segmental Information (continued)
(b) Segmental result
2006
$000
2005
$000
Middle East 20,339 13,491
Australasia 551 905
Italy 615 181
UK (195) 184
North America 135 (269)
21,445 14,492
Unallocated operating expenses (140) (135)
Operating proﬁ t 21,305 14,357
Interest receivable 1,165 28
Taxation (952) (552)
Proﬁ t after taxation 21,518 13,833
(c) Other information
Capital expenditure
2006
$000
2005
$000
Middle East 576 355
Australasia 12 571
Italy 26 117
UK 5 19
North America 270 168
Capitalised development costs in relation to i-mate™ Suite (see note 10) 1,609 -
Unallocated capital expenditure and eliminations 12 29
Consolidated capital expenditure 2,510 1,259
Depreciation and amortisation
2006
$000
2005
$000
Middle East 367 307
Australasia 39 86
Italy 21 14
UK 9 1
North America 123 -
Unallocated depreciation and amortisation and eliminations 26 15
Consolidated depreciation and amortisation 585 423
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 35 Annual Report and Accounts 2006
4. Segmental Information (continued) 
(d) Balance Sheet  
Assets
2006
$000
2005
$000
Middle East 57,765 25,757
Australasia 9,835 5,549
Italy 12,822 5,672
UK 49,747 1,459
North America 681 281
Unallocated corporate assets and eliminations 62 81
Consolidated assets 130,912 38,799
Liabilities
2006
$000
2005
$000
Middle East 26,223 21,496
Australasia 1,810 1,081
Italy 1,946 790
UK 569 207
North America 257 –
Unallocated corporate liabilities and eliminations (81) 13
Consolidated liabilities 30,724 23,587
(e) Additional information
Sales by destination
2006
$000
2005
$000
Middle East 70,117 67,666
Australasia 31,885 21,278
Africa 16,073 8,542
Italy 23,265 9,618
UK 22,970 8,040
Rest of Europe 28,434 17,909
North America 5,880 1,029
Asia 7,397 2,069
206,021 136,151
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 36 Annual Report and Accounts 2006
5.  Operating proﬁ t
Operating proﬁ t is stated after charging/(crediting):
2006
$000
2005
$000
Amortisation of intangible assets (note 10) 80 74
Depreciation of property, plant and equipment (note 11) 505 349
Loss/(proﬁ t) on disposal of property, plant and equipment 145 (2)
Research and development costs 164 550
Staff costs (note 7) 9,182 7,319
Auditors’ remuneration for audit services 73 40
Exchange differences 374 569
        
Staff costs shown above included $1,815,000 (2005:$3,810,000) relating to remuneration of Directors and key 
management personnel.
Statutory auditors’ remuneration in respect of audit fees is disclose in note g) to the Company Financial 
Statements.
In addition to auditors’ remuneration shown above, the auditors received the following fees for non audit 
services.
2006
$000
2005
$000
Taxation compliance and advisory 253 136
Other services 38 130
Costs in connection with the IPO 579 -
870 266
Costs in connection with the IPO have been charged against the Share Premium Account.
6. Investment Revenue
2006
$000
2005
$000
Bank interest receivable 1,165 28
7.       Employee information
Detailed disclosures of Directors’ individual remuneration and share options are given in the report of the 
Remuneration Committee on pages 21 and 22.
The average number of employees, including executive Directors and key management personnel, employed by 
the Group during the year was:
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 37 Annual Report and Accounts 2006
7.       Employee information (continued)
2006
$000
2005
$000
Development
Sales and Customer Support
Administration
59
38
34
20
27
20
131 67
The aggregate payroll costs of these persons employed by the Group during the year were as follows:
2006
$000
2005
$000
Wages and salaries
Social security costs
8,694
488
7,165
154
9,182 7,319
  
In addition to the above, $591,000 was charged to the income statement in respect of awards to employees 
under individual share option agreements (2005:$nil).
8.       Taxation
2006
$000
2005
$000
The tax charge comprises:
UK corporation tax
Foreign tax
171
781
22
530
Total current tax 952 552
The actual tax charges for the years differs from the standard rate applicable in the UK of 30% (2005: 30%) for the 
reasons set out in the following reconciliation:
2006
$000
2005
$000
Proﬁ t on ordinary activities before tax
Tax at 30% thereon
Factors affecting charge for the year:  
Proﬁ ts arising in territories where no tax is charged
Capital allowances in excess of depreciation
Non deductible expenses
Higher tax rates on overseas earnings
22,470
6,741
(6,151)
(1)
206
157
14,385
4,315
(3,937)
(1)
164
11
Current tax charge for the year 952 552
 
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. Carrier Devices 
Middle East FZ-LLC, a subsidiary company, operates in a tax free zone; proﬁ ts from this company, therefore, are 
not subject to corporation tax.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 38 Annual Report and Accounts 2006
9. Earnings per share
The basic earnings per share are calculated on the proﬁ t of the Group attributable to equity holders of the parent 
of $20,677,000 (2005: $13,833,000) and on 118,528,297 (2005:118,528,297) equity shares, being the number of 
shares in issue at 31 March 2006 and deemed to be in issue throughout all periods in accordance with the merger 
accounting principles described in the Accounting Policies. 
The diluted earnings per share are calculated on the above ﬁ gures for basic earnings, adjusted for the dilutive 
effect of 855,598 (2005:nil) share options outstanding at 31 March 2006.
10.  Intangible ﬁ xed assets
Group
Development 
Costs
$000
Software
$000
Total
$000
Cost
At 1 April 2005
Additions
-
1,609
123
97
123
1,706
At 31 March 2006 1,609 220 1,829
Amortisation
At 1 April 2005
Charge for the year
-
-
78
80
78
80
At 31 March 2006 - 158 158
Net book value
At 31 March 2006 1609 62 1,671
At 31 March 2005 - 45 45
Intangible ﬁ xed assets at 31 March 2006 comprise capitalised development expenditure during the year in 
respect of i-mate™ Suite of $1,609,000 and software costs of $62,000. i-mate™ Suite was launched subsequent 
to the year end, and accordingly no amortisation has yet been charged on development expenditure; software is 
amortised between 33% and 50% per annum. 
During the year ended 31 March 2005, the Group purchased 100% of the share capital of M-Possible CJSC 
through Carrier Devices Middle East FZ-LLC for a consideration of $100,000. The fair value of the assets acquired 
was $12,000, generating goodwill of $88,000. This goodwill was written off in full following an impairment review 
at 31 March 2005. The results of M-Possible CJSC pre-acquisition and its impact on the Group’s cashﬂ ows are not 
material and accordingly have not been separately disclosed. The results of M-Possible post acquisition have 
been included as continuing operations given that they had no material impact upon the Group.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 39 Annual Report and Accounts 2006
11. Property, plant and equipment
Group
Freehold
buildings
$000
Equipment,
ﬁ xtures and
ﬁ ttings
$000
Motor
vehicles 
$000
Total
$000
Cost
At 1 April 2005
Exchange differences
Additions
Disposals
446
(38)
-
-
837
(14)
748
(175)
142
(7)
56
(80)
1,425
(59)
804
(255)
At 31 March 2006 408 1,396 111 1,915
Depreciation
At 1 April 2005
Exchange differences
Charge for the year
Disposals
10
(1)
11
-
311
(4)
445
(56)
70
(4)
49
(53)
391
(9)
505
(109)
At 31 March 2006 20 696 62 778
Net book value
At 31 March 2006 388 700 49 1,137
At 31 March 2005 436 526 72 1,034
    
12. Investment in subsidiary undertakings
A list of the signiﬁ cant investments in subsidiaries, including the name, country of incorporation and proportion 
owned, is given in note b) to the Company’s separate ﬁ nancial statements.
13. Inventories
2006
$000
2005
$000
Finished goods 21,680 5,077
 
Write down on inventory recognised as an expense and charged to the income statement was $197,000 
(2005:$nil).
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 40 Annual Report and Accounts 2006
14. Other ﬁ nancial assets and liabilities
Trade and other receivables
2006
$000
2005
$000
Current:
Trade debtors
Other debtors
Prepayments and accrued income
35,230
68
1,783
15,540
1,114
1,678
37,081 18,332
The Group’s credit risk is primarily attributable to its trade debtors. The amounts presented in the balance sheet 
are net of allowances for doubtful debtors. An allowance for impairment is made where there is an identiﬁ ed 
loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash ﬂ ows. 
An allowance has been made for the estimated irrecoverable amounts from the sale of goods of $53,000 (2005: 
$93,000). The average credit period taken on sales is 30 days (2005: 25 days). No interest is charged on debtors. 
Credit risk attributable to trade debtors is mitigated through the use of letters of credit and credit insurance 
where possible.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
The Group’s principal ﬁ nancial assets are bank balances and cash, and trade and other receivables. 
The credit risk on liquid funds is limited because the counterparties are all banks with high credit ratings assigned 
by international credit rating agencies.    
 
Trade and other payables
2006
$000
2005
$000
Current:
Trade creditors
Accruals and deferred income
Social security and other taxes
Other creditors
23,123
4,402
1,599
734
16,827
4,098
384
1,701
29,858 23,010
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and 
ongoing costs. The average credit period taken for trade purchases is 51 (2005: 58 ) days. The Directors consider 
that the carrying amount of trade payables approximates their fair value.
15.       Reconciliation of movements in minority interest
At 1 April 2005
Minority interest share of net assets acquired
Share of proﬁ t for the year
2006
$000
-
596
841
2005
$000
-
-
-
At 31 March 2006 1,437 -
In September 2005, the Group issued shares in Carrier Devices UK Limited (a subsidiary which is an intermediate 
holding company) to HTC, the Group’s principal manufacturing partner. This 11.25% interest was granted to HTC 
as part of a distribution agreement.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 41 Annual Report and Accounts 2006
16. Share capital
2006
$000
2005
$000
Authorised
i-mate plc
200,000,000 ordinary shares of 5p each
(translated at historic rate of $1.76)
Carrier Devices Middle East FZ-LLC
500 ordinary shares of $274 each
17,600
-
-
137
Alloted, issued, and fully paid
i-mate plc
118,528,297 ordinary shares of 5p each
(translated at historic rate of $1.76)
Carrier Devices Middle East FZ-LLC
500 ordinary shares of $274 each
10,430
-
-
137
10,430 137
The share information at 31 March 2006 as shown above is for i-mate plc. The share information at 31 March 2005 
as shown above arises from the adoption of merger accounting principles (as described in Note 2) and is the level 
of external share capital in the Group which, prior to corporate restructuring under the new holding company 
i-mate plc, was recorded in Carrier Devices Middle East FZ-LLC. 
i-mate plc was incorporated on 23 June 2005 with an authorised share capital comprising 50,000 ordinary shares 
of £1 each of which 2 subscriber shares were issued.
On 15 August 2005, the authorised share capital of the Company was increased to 5,000,000 ordinary shares of 
£1 each which was then subdivided into 100,000,000 ordinary shares of 5p each. At the same time, the Company 
issued a further 999,960 ordinary shares of 5p each.
On 25 August 2005, as part of the reorganisation of the Group, the Company entered a series of transactions to 
acquire all of the issued share capital of JASJAR Media FZ-LLC, Carrier Devices UK Limited, i-mate Holdings Limited 
and Club i-mate UK Limited for a total consideration of 99,000,000 ordinary shares of 5p each in the Company.
On 13 September 2005, the authorised share capital of the Company was increased to 200,000,000 ordinary 
shares of 5p each.
On 25 September 2005, the Company listed on the Alternative Investment market of the London Stock Exchange, 
placing 18,528,297 ordinary shares of 5p at a price of £2.10 each. The issue of shares resulted in gross proceeds of 
$66,850,000 (less costs of $4,730,000).
The Company has one class of ordinary shares which carry no right to ﬁ xed income.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006 42 Annual Report and Accounts 2006
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006
17.     Derivatives and other ﬁ nancial instruments
The Group’s ﬁ nancial instruments comprise cash at bank, debtors and creditors which arise in the normal course 
of business.  It is, and has been throughout the year under review, the Group’s policy that no speculative trading 
in ﬁ nancial instruments shall be undertaken. The Group has been solely equity funded during the year. As a result 
the main risk arising from the Group’s ﬁ nancial instruments is currency risk.
This note deals with disclosure requirements relating to ﬁ nancial assets and ﬁ nancial liabilities as deﬁ ned in 
International Accounting Standard 32 “Financial Instruments: Presentation and Disclosure” (“IAS 32”).  Certain 
ﬁ nancial assets such as investments in subsidiary undertakings are excluded from the scope of these disclosures. 
Credit risk
The Group’s principal credit risk is attributable to its trade receivables. The amounts presented in the balance 
sheet are net of allowances for doubtful debts, estimated by management based on prior experience as 
discussed in note 14.
Interest rate risk and liquidity risk
The Group is principally funded by equity, maintaining all its funds in bank accounts. The Group’s policy 
throughout the year presented has been to minimise the risk by placing funds in risk free cash deposits.  
Interest rate proﬁ le
The Group had no ﬁ nancial liabilities at 31 March 2006 and 31 March 2005. The Group had no undrawn 
committed borrowing facilities at any time during the year.
Foreign currency risk
The Group’s objective in managing the currency exposures arising from its net investment overseas was to 
maintain a broadly equivalent revenue and expense stream in US Dollars, the Group’s functional currency.  The 
residual structural risk, arising from its net investment in currencies other than the US Dollar, was unhedged as 
the Board did not believe that the beneﬁ ts of a hedging policy would outweigh the costs.  Gains and losses 
arising from these structural currency exposures were recognised in the Group income statement. 
The Group’s currency exposures, being those transactional (or non-structural) exposures that give rise to the net 
currency gains and losses recognised in the Group income statement are set out below.  Such exposures 
comprise the monetary assets and monetary liabilities of the Group that are not denominated in the operating 
(or “functional”) currency of the operating unit involved.
The Group had net foreign currency cash and deposits, based on the functional currency of the Group operation, 
at 31 March 2006 of $4,977,090 (2005: $7,177,000). These exposures were as follows:
Cash in bank and at hand         Short term deposits                                   Total
2006
$000
2005 
$000
2006
$000
2005
$000
2006
$000
2005
$000
Euro 1,884 422 - - 1,884 422
Sterling 187 72 - - 187 72
Australia Dollar 1,777 1,050 - - 1,777 1,050
UAE Dirham 1,099 5,621 - - 1,099 5,621
Armenia Dram 30 12 - - 30 12
4,977 7,177 - - 4,977 7,177
US Dollars 15,387 7,134 48,979 - 64,366 7,134
20,364 14,311 48,979 - 69,343 14,311
Cash in bank and at hand Short term deposits Total 43 Annual Report and Accounts 2006
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006
17.     Derivatives and other ﬁ nancial instruments (continued)
As the United Arab Emirates’ Dirham is linked to the US Dollar, the Group does not believe it has any signiﬁ cant 
exposure with regard to this currency.
The short term deposits are placed with banks for periods of up to 1 month according to funding requirements.
Fair values
The Directors consider there to be no material difference between the book value of ﬁ nancial instruments and 
their fair values at the balance sheet date.
18.    Notes to the cash ﬂ ow statement
2006
$000
2005
$000
Operating proﬁ t           21,305        14,357
Adjustments for:
Amortisation of intangible assets 80 74
Depreciation of property, plant and equipment 505 349
Loss/(proﬁ t) on disposal of property, plant and equipment 145 (2)
Impairment of goodwill - 88
Share based payment provision 591 -
Operating cash ﬂ ows before movements in working capital 22,626 14,866
Increase in inventories         (16,811) (4,563)
Increase in receivables (19,316) (14,771)
Increase in payables 6,934 16,006
Cash (used in)/generated from operations           (6,567) 11,538
Income taxes paid              (614) (12)
Net cash from operating activities           (7,181) 11,526
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) com-
prise cash at bank and other short-term highly liquid investments held by the Group with an original maturity of 
3 months or less. The carrying amount of these assets approximates their fair value.
19.    Share based payments
On 30 September 2005, the Company granted options over 918,474 ordinary shares under individual share 
option agreements at an exercise price of 5p per share. These options are exercisable between three and ten 
years from the date of grant. No options were exercised during the year. Options are forfeited if the employees 
leave the Group before the options vest. The aggregates of the estimated fair value of the options outstanding 
at 31 March 2006 is $3,546,000 44 Annual Report and Accounts 2006
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006
19.    Share based payments (continued)
Details of the share options outstanding during the year (number):
Granted during the year  
Forfeited during the year
Exercised during the year
2006
918,474
(62,876)
-
Outstanding at the end of the year 855,598
Exercisable at the end of the year -
Inputs into the Black-Scholes model:
Share price
Exercise price
Expected volatility
Expected life (years)
Risk free rate
Expected annual dividend yield
2006
253p
5p
40%
 3
4%
0%
The expected volatility represents the Directors’ best estimate of future volatility based on historical price 
ﬂ uctuations noted to date (page 22).
20. Financial commitments
Minimum lease payments under operating leases recognised in income for the year:
2006
$000
2005
$000
822 431
At 31 March 2006, the Group had outstanding commitments for future minimum lease payments under non 
cancellable operating leases which fall due as follows:
2006
$000
2005
$000
- within one year 509 586
- between one and two years 250 237
- between two and ﬁ ve years 181 110
940 933
Operating lease rentals represent rentals payable by the Group for certain of its properties.
21. Related party disclosures
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated and are not 
disclosed in this note.
James Morrison, a director and the ultimate controlling shareholder in the Company, was the sole shareholder in Carrier 
Devices Limited until this company was wound up during the year. Other than repayment of amounts owed, there were 
no related party transactions with Carrier Devices Limited during the year (2005:$nil).  At 31 March 2005 the balance 
owed to Carrier Devices was $578,000. This amount was repaid during the year ended 31 March 2006.
On 25 August 2005, as part of the Group restructuring, the Company entered into an agreement with James Morrison to 
acquire all the issued share capital of JASJAR Media FZ-LLC, Carrier Devices UK Limited,  i-mate Holdings Limited and Club 
i-mate UK Limited for a total consideration of 99,000,000 ordinary shares of 5p each in the company. 45 Annual Report and Accounts 2006
Notes to the Consolidated Financial Statements
For the year ended 31 March 2006
22. Statutory group income statement
Revenue
Cost of sales
2006
$000
134,111
        (102,962)
Gross proﬁ t
Distribution costs
Administrative expenses
  
31,149
            (2,581)
          (16,693)
Operating proﬁ t 
Finance revenue
       11,875
             1,129
Proﬁ t before taxation
Taxation
13,004
              (749)
    
Proﬁ t for the ﬁ nancial period  12,255
Attributable to:
Equity holders of the parent
Minority interest
          11,414
              841
12,255
The Group income statement above is required by the Companies Act 1985 and covers the ﬁ rst statutory 
accounting reference period of i-mate plc from its date of incorporation on 23 June 2005 to 31 March 2006.
Disclosure notes for this period are not presented as the Directors do not believe they would provide meaningful 
information to users of the accounts
23. Statutory group cash ﬂ ow statement
Cash from operating activities 
2006
$000
530
Investing activities 
Interest received 
Purchase of property, plant and equipment 
Expenditure on intangible assets 
1,067
(770)
(1,177)
Net cash used in investing activities (880)
Financing activities
Issue of shares (net of costs) 62,828
Net increase in cash and cash equivalents 62,478
The Group cash ﬂ ow statement above is required by the Companies Act 1985 and covers the ﬁ rst statutory 
accounting reference period of i-mate plc from its date of incorporation on 23 June 2005 to 31 March 2006.
Disclosure notes for this period are not presented as the Directors do not believe they would provide meaningful 
information to users of the accounts. 46 Annual Report and Accounts 2006
Company Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and ﬁ nancial statements. The Directors have 
chosen to prepare the ﬁ nancial statements for the Company in accordance with United Kingdom Generally 
Accepted Accounting Practice (“UK GAAP”).
Company law requires the Directors to prepare ﬁ nancial statements for each ﬁ nancial year that give a true and fair 
view in accordance with UK GAAP of the state of the affairs of the Company as at the end of the ﬁ nancial year and 
of the proﬁ t or loss of the Company for that period and comply with UK GAAP and the Companies Act 1985.
In preparing those ﬁ nancial statements, the Directors are required to:
� select suitable accounting policies and then apply them consistently;
� make judgements and estimates that are reasonable and prudent;
� state whether applicable accounting standards have been followed; 
� prepare the ﬁ nancial statements on a going concern basis unless it is inappropriate to presume that the  
 Company will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at 
any time the ﬁ nancial position of the Company and enable them to ensure that the ﬁ nancial statements comply 
with the Companies Act 1985. They are responsible for the system of internal controls, for safeguarding the assets 
of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other 
irregularities.
The Directors are responsible for the maintenance  of the Company web site. Legislation in the United Kingdom 
governing the preparation and dissemination of ﬁ nancial statements may differ from legislation in other 
jurisdictions. 47 Annual Report and Accounts 2006 47 Annual Report and Accounts 2006
Note
2006
£000
Fixed assets
Investment in subsidiary undertakings b 287
Current assets
Debtors
Cash at bank and in hand
c              9,757
            27,124
36,881
Creditors: amounts falling due within one year d 539
Net current assets 36,342
Total assets less current liabilities 36,629
Net assets 36,629
Capital and reserves
Called up share capital
Share premium account
Merger reserve
Proﬁ t and loss account
e
f
f
f
5,926
35,297
(5,000)
406
Total shareholders’ funds 36,629
The ﬁ nancial statements were approved by the Board of Directors  and authorised for use on 24 May 2006 and 
were signed on its behalf by:
J Morrison, Chief Executive Ofﬁ cer
I Cameron, Chief Financial Ofﬁ cer
The accompanying notes are an integral part of these ﬁ nancial statements.
Company Balance Sheet
as at 31 March 2006 48 Annual Report and Accounts 2006
a)     Signiﬁ cant accounting policies
The separate ﬁ nancial statements of the Company are presented as required by the Companies Act 1985. As 
permitted by that Act, the separate ﬁ nancial statements have been prepared in accordance with United Kingdom 
Applicable Accounting Standards. No proﬁ t and loss account is presented as permitted by section 230 of the 
Companies Act 1985. The proﬁ t for the period from incorporation on 23 June 2005 to 31 March 2006 dealt with 
in the ﬁ nancial statements of the Company was £67,000. The ﬁ nancial statements have been prepared on the 
historical cost basis. The principal accounting policies adopted are set out below.
Basis of preparation
These ﬁ nancial statements have been prepared in Sterling, the functional currency of the Company.
Investments
Investments held as ﬁ xed assets are stated at cost less provision for any permanent diminution in value.
Foreign currencies
The functional currency of the Company is Sterling.
Transactions in foreign currencies are recorded using the rates of exchange ruling at the date of the transaction.  
Monetary assets and liabilities denominated in foreign currencies are translated using the rates of exchange 
ruling at the balance sheet date and the gains or losses on translation are included in the proﬁ t and loss account. 
Non-monetary assets are not re-translated at the balance sheet date.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable proﬁ t for the year. Taxable proﬁ t differs from the net proﬁ t as 
reported in the income statement because it excludes items of income or expense that are taxable or deductible 
in other years and it further excludes items that are never taxable or deductible. The Company’s liability for 
current tax is calculated using tax rates that have been enacted or subsequently enacted by the balance sheet 
date.
 
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of 
assets and liabilities in the ﬁ nancial statements and the corresponding tax bases used in the computation of 
taxable proﬁ t, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally 
recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is 
probable that taxable proﬁ ts will be available against which deductible temporary differences can be utilised. 
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial 
recognition of other assets and liabilities in a transaction that affects neither the tax proﬁ t nor the accounting 
proﬁ t.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or 
the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items 
charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Share based payments
The Company issues equity share based beneﬁ ts to employees. These share based payments are measured at 
their fair value at the date of grant and the fair value of expected shares is expensed on a straight line basis over 
the vesting period. Fair value is measured using the Black Scholes model.
Notes to the Company Financial Statements
For the period ended 31 March 2006 49 Annual Report and Accounts 2006
Notes to the Company Financial Statements
For the period ended 31 March 2006
b) Investment in subsidiary undertaking
Interests in main subsidiary undertakings:
Name of undertaking
Country of 
registration
Holding
% Nature of business
Carrier Devices Middle East FZ LLC
i-mate UK Limited*
Carrier Devices & Services (Australia) Pty Limited
Carrier Devices Italy Srl
M-Possible CJSC
i-mate USA, Inc
i-mate Development Inc
i-mate Middle East FZ-LLC
Club i-mate FZ-LLC
UAE
UK
Australia
Italy
Armenia
USA
USA
UAE
UAE
88.75
100
88.75
88.75
100
100
100
100
100
Marketing and sale of devices
Testing of devices
Marketing and sale of devices
Marketing and sale of devices
Games development
Marketing and sale of devices
Software development
Marketing and sale of devices
Sale of content
* Shares in this company are held directly by i-mate plc.
c) Debtors
Trade debtors
Other debtors
Amounts owed by subsidiary undertakings
Prepayments
            2006
            £000
  
               
36
          9,667
              54
  9,757
d) Creditors: amounts falling due within one year
Trade creditors
Corporation tax payable
Amounts owed to subsidiary undertakings
            2006
            £000
  
                            81  
                 59
               399
539
e) Called up share capital
Authorised
200,000,000 ordinary shares of 5p each
            2006
            £000
  
                                    
    10,000     
Allotted, issued, and fully paid:
118,528,297 ordinary shares of 5p each 5,926 50 Annual Report and Accounts 2006
Notes to the Company Financial Statements
For the period ended 31 March 2006
e) Called up share capital (continued)
i-mate plc was incorporated on 23 June 2005 with an authorised share capital comprising 50,000 ordinary shares 
of £1 each of which 2 subscriber shares were issued.
On 15 August 2005, the authorised share capital of the Company was increased to 5,000,000 ordinary shares of £1 
each which was then subdivided into 100,000,000 ordinary shares of 5p each. At the same time, the Company 
issued a further 999,960 ordinary shares of 5p each.
On 25 August 2005, as part of the reorganisation of the Group, the Company entered a series of transactions to 
acquire all of the issued share capital of JASJAR Media FZ-LLC, Carrier Devices UK Limited, i-mate Holdings 
Limited and Club i-mate UK Limited for a total consideration of 99,000,000 ordinary shares of 5p each in the 
Company.
On 13 September 2005, the authorised share capital of the Company was increased to 200,000,000 ordinary shares 
of 5p each.
On 25 September 2005, the Company placed 18,528,297 ordinary shares of 5p at a price of £2.10 each. The issue of 
shares resulted in gross proceeds of £38,909,000 (less costs of £2,686,000).
The Company has one class of ordinary shares which carry no right to ﬁ xed income.
f) Reserves
Share
    premium
     account
          £000
Merger 
    reserve
         £000
Proﬁ t and 
loss
account
£000
At 1 April 2005
Retained proﬁ t for the period
Shares issued
Cost of issue
Issue of shares via restructuring
Share-based payment provision
-
-
37,983
(2,686)
-
-
-
-
-
-
(5,000)
-
-
67
-
-
-
339
At 31 March 2006 35,297 (5000) 406
g)  Statutory auditors’ remuneration and Directors‘ emoluments
(i) Auditors’ remuneration for audit services for the period since incorporation amounted to £25,000
(ii) Statutory Directors emoluments for the period:
Salary and 
fees
Bonus Beneﬁ ts Total
Executive £000 £000 £000 £000
J. Morrison (appointed 30 June 2005) 315,000 - 160,592 475,592
I. Cameron (appointed 30 June 2005) 74,812 75,000 13,723 163,535
Non-executive
B. Cragg (Chairman, appointed 5 September 2005) 37,500 - - 37,500
W. Gorjance (appointed 5 September 2005) 17,500 - - 17,500
448,812 75,000 174,315 694,127 51 Annual Report and Accounts 2006
 Notice of Annual General Meeting
Notice is hereby given that the ﬁ rst Annual General Meeting of i-mate plc will be held at Biggart Baillie, Dalmore 
House, 310 St Vincent Street, Glasgow G2 5QR on 30 June 2006 at 10.00 am for the following purposes:
As Ordinary Business
1 To receive and adopt the ﬁ nancial statements of the Company for the period ended 31 March 2006 together 
with the Reports of the Directors and Auditors thereon.
2 To approve the Report of the Remuneration Committee for the period ended 31 March 2006.
3 To re-elect as a Director Bernard Anthony Cragg, who was appointed a Director on 5 September 2005.
4 To re-elect as a Director James Andrew Morrison, who was appointed a Director on 30 June 2005.
5 To re-elect as a Director Ian George Cameron, who was appointed a Director on 30 June 2005.
6 To re-elect as a Director William Mathew Gorjance, who was appointed a Director on 5 September 2005.
7 To re-appoint Deloitte & Touche LLP as auditors of the Company and to authorise the Directors to ﬁ x their 
remuneration.
As Special Business
 8. To consider and, if thought ﬁ t, pass the following resolution as an Ordinary Resolution:-
 “THAT the Directors be authorised pursuant to Section 80 of the Companies Act 1985 generally and uncon-
ditionally to exercise all the powers of the Company to allot relevant securities (within the meaning of that 
section) up to an aggregate nominal amount equal to £2,000,000 or, if less, the lower of (i) the authorised but 
unissued share capital of the Company and (ii) the aggregate nominal amount of one third of the ordinary 
share capital of the Company in issue, to such persons and at such times and on such terms as they think 
proper, such authority to expire (unless previously revoked, varied or renewed) at the conclusion of the next 
annual general meeting of the Company, but so as to enable the Company before such time to make offers or 
agreements which would or might require relevant securities to be allotted after such time and to enable the 
Directors to allot relevant securities in pursuance of any such offers or agreements as if the authority con-
ferred thereby had not expired, such authority to be in substitution for all prior authorities conferred upon 
the Directors in respect of relevant securities, but without prejudice to any allotments made pursuant to the 
terms of such authorities.”
9. To consider and, if thought ﬁ t, pass the following resolution as a Special Resolution:-
 “THAT the Directors be empowered to allot equity securities (within the meaning of Section 94 of the Com-
panies Act 1985) for cash, pursuant to the general authorities described in Resolution 8 above in substitution 
for all prior powers conferred on the Directors but without prejudice to any allotments made pursuant to the 
terms of such powers, as if Section 89(1) of the Companies Act 1985 did not apply to any such allotment, such 
power being limited to:-
 9.1 the allotment of equity securities (deﬁ ned as aforesaid) in connection with or pursuant to an offer 
in favour of holders of equity securities in the Company and other persons entitled to participate therein in 
proportion (as nearly may be) to their existing holdings of equity securities (or, as appropriate, the numbers 
of such securities which such other persons are for those purposes deemed to hold) but subject to such 
exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional 
entitlements or any legal or practical problems under the laws of, or the requirements of any recognised 
regulatory body of, or any stock exchange in, any territory; and 52 Annual Report and Accounts 2006
 9.2 the allotment of equity securities for cash (otherwise than as described in sub-paragraph 9.1 
above) up to an aggregate nominal amount equal to 5 per cent of the issued and unconditionally allotted 
share capital of the Company,
 provided always that such power shall expire (unless previously revoked, varied or renewed) after the 
 period of 15 months from the date of the passing of this resolution or at the conclusion of the next 
 annual general meeting of the Company, whichever is the earlier, but so as to enable the Company before 
the end of such period to make offers or agreements which would or might require equity securities to 
be allotted after such expiry and to empower the Directors to allot equity securities in pursuance of any 
such offers or agreements as if this power had not expired.
 
By order of the Board
Emily J Wiewiorka
Dalmore House
310 St Vincent Street
Glasgow
G2 5QR
1 Any member of the Company who is entitled to attend and vote at the Annual General Meeting may   
 appoint another person or persons (whether a member or not) as their proxy to attend and, on a poll, to  
 vote on their behalf.
2 To be valid, Forms of Proxy must be lodged with the Company’s Registrars, Lloyds TSB Registrars, The   
 Causeway, Worthing, West Sussex BN99 6DA not later than 48 hours before the time appointed for the   
 holding of the meeting or any adjourned meeting together with any documentation required.
3 In the case of a corporation, the Form of Proxy should be executed under its common seal or signed by a  
 duly authorised ofﬁ cer or attorney of the corporation.
4 Completing and returning a Form of Proxy will not prevent any member from attending the meeting in  
 person and voting should they so wish.
5 The following documents will be available at the registered ofﬁ ce of the Company on any weekday   
 (except Saturday) during normal business hours from the date of this notice until the date of the Annual  
 General Meeting:
(a) A copy of the service agreements for the executive Directors.
(b) A copy of the letters of appointment for the non-executive Directors.
 
(c) The register of interests of the Company’s Directors in the shares of the Company which is maintained   
 under Section 325 of the Companies Act 1985.
(d) The Memorandum and Articles of Association of the Company.
These documents will also be available for inspection during the Annual General Meeting and for at least ﬁ fteen 
minutes before it begins.
 Notice of Annual General Meeting i-mate plc Report and Accounts
31 March 2006