Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
Z GROUP plc
The Glassmill
1 Battersea Bridge Road
London SW11 3BZ
Tel:  +44 (0)870 011 1173
Fax:  +44 (0)870 705 1393
www.zgroupplc.com
corporate@zgroupplc.com
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2006 Z GROUP plc (Z GROUP) is a proﬁ table marketing-led 
Internet technology services company that sources 
and creates best of breed technologies, which 
are commercialised through proven marketing 
techniques. Z GROUP together with its subsidiaries 
(the Group) delivers cutting-edge, user-friendly 
and affordable software services to mass consumer 
markets. Z GROUP was admitted to the 
Alternative Investment Market (AIM) in June 2005 
to enhance its proﬁ le among customers and 
prospective partners.
 
CORPORATE STATEMENT
“ We are delighted with our 
success this year achieving 
record proﬁ ts yet again and 
we are very excited about the 
investment we have made 
in our new products, which 
we will continue to build on 
in the future.”
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
T HE D ESIGN P OR TFOLIO
a member of the flathill communications group plc
www.flathillplc.com
designed & produced by
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  01
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
 IFC CORPORATE STATEMENT
 01 FINANCIAL HIGHLIGHTS
 02 Z GROUP AT A GLANCE
 04 CHAIRMAN’S STATEMENT
 06 JOINT CHIEF EXECUTIVES’ STATEMENT
 10 BOARD OF DIRECTORS AND ADVISERS
 12 DIRECTORS’ REPORT
 14 CORPORATE GOVERNANCE
 16 REPORT OF THE DIRECTORS ON REMUNERATION
 17 STATEMENT OF DIRECTORS’ RESPONSIBILITIES
 18 INDEPENDENT AUDITORS’ REPORT
 20 CONSOLIDATED PROFIT AND LOSS ACCOUNT
 21 CONSOLIDATED BALANCE SHEET
 22 COMPANY BALANCE SHEET
 23  CONSOLIDATED CASH FLOW STATEMENT 
 24 ACCOUNTING POLICIES
 26 NOTES TO THE FINANCIAL STATEMENTS
 34 NOTICE OF ANNUAL GENERAL MEETING
 35 FORM OF PROXY
  Turnover up 63% to £5.0 million 
(2005: £3.1 million)*
  Proﬁ t before tax up 78% to £1.1 million 
(2005: £0.6 million)*
  Share price up 19% to 128.5p 
at 28 February 2006 
(AIM launch 21 June 2005: 108p)
  Cash up 62% to £4.1 million 
(2005: £2.5 million)
* 2005 comparatives shown above relate to the 11-month 
period ended 28 February 2005 and have been annualised 
for comparison purposes.
GROUP TURNOVER (£‘000)
2003 94
2004 641
2005 3,100
2006 5,000
GROUP NET PROFIT (£‘000)
2003 (92)
2004 (281)
2005 489
2006 828
FINANCIAL HIGHLIGHTS
Z GROUP specialises in delivering 
consumer-focused software services 
using cutting-edge technologies that 
are acquired through exclusive licence 
or developed from the Group’s own 
Intellectual Property (IP).   02
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
Z GROUP AT A GLANCE
Z GROUP product portfolio
OVERVIEW
Bridging the gap between new technology and marketing, Z GROUP combines a highly effective direct-to-consumer 
marketing approach, a rapid time-to-market and a growing portfolio of innovative products. The Group’s strength lies 
in identifying new technological opportunities with well-deﬁ ned commercial potential and developing these by licensing, 
acquiring and creating IP . It has achieved signiﬁ cant growth by producing a number of strong consumer brands, establishing 
key partnerships and delivering effective, analytical marketing strategies.
The Group focuses on low-risk, pre-paid cash generation and its product portfolio emphasises low-cost products, low-cost 
customer acquisition and high levels of customer retention, achieved through the provision of excellent customer service 
and product upgrades. In addition, all the Group’s products have a global market base, which continues to grow, with 
customers in the USA, Russia, the rest of Europe, Africa and Asia.
“ Net2Roam was brilliant during a two week stay in Portugal. 
It meant I could continue my work during my trip at 
a reasonable cost . . . avoiding expensive hotel phone 
bills and no one actually knew I was away!”
Joanna Rice, Sky News Presenter
Net2Roam is a pre-paid service purchased online that 
delivers Dial-up and ISDN access in over 160 countries 
and from over 22,000 Dial-up locations, permitting users 
to browse the web and send and receive emails using 
their existing email accounts. 
“ I frequently travel the world, and often to far-ﬂ ung places, 
so a reliable and efﬁ cient means of always getting online 
– backed up by helpful customer service advice when 
I need it – is absolutely essential to me.”
Mike Harna, Status Quo
NetAway is a cut-down version of Net2Roam, which is sold 
in retail outlets throughout the UK. 
Net2Roam addresses the global need for low-cost easy 
Internet access when travelling abroad, and with increasing 
international and national business travel as well as 
increased laptop sales both in the UK and Europe, 
Net2Roam continues to satisfy that demand.
Net2Roam and NetAway are Net2Roam Limited brands.
“ Onbidder is one of the easiest ways to take control of – 
and win – eBay auctions.”
Computer Shopper Magazine
Onbidder is a software download that seamlessly integrates 
into eBay, making a user’ s bid at the last second of an auction 
– giving the users the best chance to win their item at the best 
possible price. This product was released in October 2005 
and is also available in retail outlets throughout the UK. 
Onbidder is a CallPal Limited brand.
“   Once you’ve used ONSPEED you won’t want to surf the 
net without it.” 
 Laptop Magazine
ONSPEED is the leading Internet acceleration software 
in the market. An award-winning product, it relies upon 
patented compression technology that delivers Internet 
speed increases of up to ten times for Dial-up and up to 
ﬁ ve times for Broadband connections. It is available online 
and in retail outlets in the UK and abroad. 
Dial-up users still make up the majority of Internet users in the 
UK, much of Europe and the rest of the world. ONSPEED 
delivers the only viable means to increase web browsing 
speeds and signiﬁ cantly enhance the sending and receiving 
of emails. For users who are on a Broadband connection 
of up to two Megabytes (2Mb) and who frequently do not 
receive the promised speeds, as a result of line quality, 
distance from the exchange and contention ratios, ONSPEED 
delivers speed increases of up to ﬁ ve times. A number of 
major Broadband providers now offer ONSPEED as an 
enhancement to their 1Mb and 2Mb connections. 
Z GROUP CURRENTLY COMPRISES SIX BRANDED PRODUCTS WITH FOUR ACTIVE BUSINESSES:   03
“It’s no exaggeration to say that ONSPEED Mobile could 
revolutionise mobile web browsing.” 
PC Advisor magazine
Z GROUP’s success in identifying new technologies that 
satisfy a growing consumer need has seen it develop its 
portfolio through the launch of ONSPEED Mobile, which 
was released in March 2006. Using compression technology 
and licensed page reformatting software, ONSPEED Mobile 
has been commercialised for a mass consumer audience 
to offer enhanced mobile phone surﬁ ng, which is faster, 
easier and more affordable. By compressing web pages 
by up to 80% and resizing pages to ﬁ t speciﬁ c mobile 
screens, users enjoy speed increases of up to ten times, 
web pages that are easy to view and use and data savings 
of up to 75%. As most operators charge per Mb of data, 
by compressing the data, bills are reduced.
There is a rapidly growing market for mobile Internet 
access, and this unique technology will dramatically 
improve the customer perception and experience of 
mobile phone browsing, which has, since the advent 
of Wireless Application Protocol (WAP), been incredibly 
poor. This new product is aimed at the 700 million 
java-enabled mobile phone users across the world.
ONSPEED and ONSPEED Mobile are 
Turbodial Limited brands.
OnShare is a recent addition to the Group’s portfolio. 
A software service, it uses proprietary next generation 
ﬁ le sharing technology known as Friend-to-Friend (F2F) 
and delivers the highest level of security possible. The 
Group has made a signiﬁ cant investment in research and 
development over the last 18 months and, in OnShare, 
it now owns valuable IP . This represents a new and exciting 
departure for the Group, in addition to the other 
technologies it licenses and acquires.
The beta version of OnShare was launched on 31 March 2006 
and addresses the growing market for ﬁ le sharing, which 
currently accounts for around 35% of all Internet trafﬁ c. 
This is predicted to rise to around 65% by 2007 and 
OnShare is set to satisfy the increasing demand while 
addressing the inherent problems associated with other 
kinds of ﬁ le sharing programs. 
Offering secure, private one-to-one ﬁ le sharing, it has been 
developed to integrate into the very heart of the Windows 
application. It enables secure ﬁ le sharing, without the bundled 
spyware and malware associated with most other programs. 
It also integrates directly into Windows, so users can create 
Virtual Private Networks (VPNs) on-the-fly, without 
the requirement for hardware and set-up. Known as 
Instant Private Networks (IPNs) OnShare enables friends, 
family and small to medium enterprises to establish the kind 
of networks that have commonly been the preserve of big 
business. The Group is extremely excited about the potential 
for OnShare for both the consumer and business audiences. 
OnShare is an OnShare Limited brand.
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  04
CHAIRMAN’S STATEMENT
JOHN STANDEN
Non-Executive Chairman 
“ We ended the year with a clear focus for the future 
– to continue to invest in new licensed technologies 
and to continue to create our own Intellectual Property.”
I am pleased to report our ﬁ rst full ﬁ nancial results since 
Z GROUP’s successful admission to trading on the 
London Stock Exchange’s Alternative Investment Market 
in June 2005. 
RESULTS
Our results demonstrate that our business model is delivering 
substantial growth. Turnover has increased by 63% to 
£5.0 million compared with £3.1 million for the 11-month period 
ended 28 February 2005, as annualised for comparison 
purposes. Gross margin was consistent with previous 
periods of trading at 78% and we made a record full year 
pre-tax proﬁ t of £1.1 million (2005: £0.6 million).
After a substantial investment of £0.9 million in our new 
products and the related websites, we ended the year with 
cash resources of £4.1 million, compared to £4.6 million 
immediately following the Placing in June 2005.
CORPORATE STRATEGY
We develop and sell innovative web-enabled technologies 
which meet an identified growing mass market need. 
In the last ﬁ nancial year our major priorities have been 
to invest in our ground-breaking new products OnShare 
and ONSPEED Mobile, while selling ONSPEED into 
an ever-widening marketplace. We ended the year with 
over half a million customers worldwide and a clear focus 
for the future – to continue to invest in new licensed 
technologies and to continue to create our own IP .
BOARD AND PEOPLE
At the time of our Placing we stated that we would expand 
the Board by recruiting a Chair for our Audit Committee. 
We are pleased to announce that Polly Williams will be joining 
the Board from 6 July 2006. Polly Williams will bring 
considerable experience to this role and we look forward 
to welcoming her onto the Board.
We are continuing the search for a Finance Director to join 
our Board. In the meantime, we have been fortunate to 
have excellent assistance in this regard and anticipate that 
by the end of the financial year we will have appointed 
a new Finance Director.
We have seen a steady increase in the number of staff 
working at Z GROUP with over 35 people now working 
for the Group. Without these staff members and the 
unique skills each brings to the Group, it would not have 
been possible for us to achieve these record results. Their 
hard work, commitment and innovation have been the key 
to Z GROUP’s success.
CORPORATE SOCIAL RESPONSIBILITY
Part of Z GROUP’s philosophy is to work to the highest 
ethical standards, wherever possible – this includes 
its relationships with staff and customers and all those 
who may have dealings with the Group. We actively support 
a small start-up charity and provide encouragement 
to those staff involved.
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  05
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
“ Turnover has increased 
by 63% to £5.0 million 
compared with 
£3.1 million for the year 
ended 28 February 2005 
and we made a record 
full year pre-tax proﬁ t of 
£1.1 million ending the 
year with cash resources 
of £4.1 million.”
PROSPECTS
Z GROUP continues to identify commercial opportunities 
for new technologies and to develop products that satisfy 
consumer needs. During the ﬁ rst month of the new ﬁ nancial 
year we have successfully released two new products: 
ONSPEED Mobile and OnShare (as a beta release) and 
their current performance is meeting our expectations. 
In ONSPEED Mobile and OnShare we have two new exciting 
products that we anticipate will address the growing 
consumer demand for mobile Internet and file sharing 
services, which are predicted to grow exponentially over 
the next few years. We are well positioned to satisfy this 
consumer demand and we are looking forward to another 
successful year. 
JOHN STANDEN
Non-Executive Chairman
30 May 2006
 “ Broadband speeds on a 56k modem may seem like 
fantasy, but amazingly it does work.”
 “ Performance 5/5, Ease of use 5/5, Value 5/5, Rating 5/5.”
Internet and Broadband Advisor magazine
“ I am pleased to report our ﬁ rst ﬁ nancial results since 
Z GROUP’s successful admission to trading on 
AIM in June 2005. Our results demonstrate that 
our business model is delivering substantial growth.”  06
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
JOINT CHIEF EXECUTIVES’ STATEMENT
JAMIE TRUE
Joint Chief Executive
JACK BEKHOR
Joint Chief Executive
“ This year has seen us achieve not only admission to AIM 
but also a 78% increase in our proﬁ ts, with a pre-tax proﬁ t 
of £1.1 million.”
OVERVIEW
This is our ﬁ rst Annual Report since joining AIM and we are 
pleased to announce that we have achieved further 
improvement in our proﬁ ts this year, our third consecutive 
year of growth, with a pre-tax proﬁ t of £1.1 million. This 
success has been the result of consolidating our core 
business, developing new delivery channels and expanding 
into European and other international markets. We have 
also made signiﬁ cant investment in our product portfolio, 
both by licensing new technologies to commercialise 
and by developing in-house proprietary technologies to 
address the needs of mass consumer markets.
AIMS AND ACHIEVEMENTS
Our primary aim this year was to increase our turnover 
and profits whilst investing in the business to expand 
our product portfolio. We are pleased to report that we 
have achieved success in both endeavours. This growth 
is a result of continued sales from ONSPEED and a sustained 
revenue contribution from our other products. 
By developing a number of new routes to market, through 
both retail and afﬁ liate partnerships, as well as expanding our 
customer base abroad, we have achieved signiﬁ cant sales 
growth. In addition, we continue to maintain high customer 
retention levels through the provision of unique and affordable 
software services and excellent customer support.
We have laid the foundations for the future this year through 
sizeable investment in research and development. This 
has resulted in the recent launch of ONSPEED Mobile and 
the release of our revolutionary ﬁ le sharing software OnShare.
Our ﬁ rst products Net2Roam and NetAway have provided 
a consistent revenue stream, with very little requirement 
for additional resources or marketing budget. It has been 
through the success of these products that we have also 
established strong relationships with distributors and retailers 
that have been beneﬁ cial in the development of new routes 
to market for ONSPEED both in the UK and abroad.
Onbidder was also launched this year, and although 
it only accounts for a small percentage of our revenue, 
it also sells both online and through retail outlets, further 
strengthening the Group’s brand position with major 
retailers and consumers alike.
ONSPEED has continued to perform very well throughout 
the year and we now have over half a million customers. 
Online sales have grown, continuing to account for the majority 
of sales both in the UK and abroad. Ofﬂ ine sales increased 
with the publication of a retail version of ONSPEED, which 
is now sold in most major retailers in the UK and Europe. 
The Group further developed its Internet acceleration software 
for Dial-up and Broadband, with the release in January 2006   07
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
“ By developing a number 
of new routes to market, 
through both retail and 
afﬁ liate partnerships as 
well as expanding our 
customer base abroad 
we have achieved 
signiﬁ cant sales growth. 
We continue to maintain 
high customer retention 
levels through the 
provision of unique and 
highly affordable software 
services and excellent 
customer support.”
of ONSPEED Version 5, which delivers 40% faster Internet 
connection speeds. The addition of ONSPEED Version 5 
has allowed us to market the product more effectively to 
Broadband customers in addition to the existing Dial-up 
customer base.
NEW ROUTES TO MARKET
Following the success of ONSPEED sales via the web and 
the release of the retail version, we have signed a number 
of distribution deals for ONSPEED this year. These include 
Koch Media, one of Europe’s largest software distributors, 
with which we have signed deals in the UK, Germany, 
Switzerland, Austria and Italy. In the UK, our retail products 
are available in the key software retailers such as PC World, 
WH Smith, Game, HMV and Virgin. The product was 
successfully chart-tracked in the retail market, a key driver 
for establishing good credentials and positioning with 
retailers. Signiﬁ cant sales were achieved through this channel, 
which opened up the market for ONSPEED to a wider 
audience. It has also served well in promoting the ONSPEED 
brand to the consumer marketplace.
In addition we have distribution deals in place with 
companies in the USA, Russia, the rest of Europe, Africa 
and Asia. We recognise the need for local support within 
international markets and have established relationships 
with key local partners, which we have found to be highly 
 “ When so many programs claim to speed up your net 
connection it’s refreshing to ﬁ nd one that actually does it.”
.Net magazine  08
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
“ We are delighted by the 
Group’s progress since 
admission to AIM and 
this is, in large part, due 
to the skill and hard work 
of our employees.”
beneficial in supporting sales growth. The demand 
for products such as ONSPEED is very high in these 
countries, with the majority of Internet users still on 
Dial-up connections.
During the year, the Group has established itself within 
the international retail sector and retail sales now account 
for 18% of turnover. Our strong relationships with the 
major retailers will stand us in good stead for future 
product releases, including ONSPEED Mobile and 
OnShare. Distribution deals are already lined up for the 
retail version of ONSPEED Mobile as well as a number 
of consumer-focused gaming software products.
ONLINE AND AFFILIATE PARTNERSHIPS
This year we formed a number of new afﬁ liate partnerships 
and consolidated existing ones. Our deal with BT has 
continued to drive sales and we have signed new ISP 
agreements with among others, Wanadoo and PIPEX. 
We have also signed afﬁ liate deals in a number of other 
countries in Africa and Asia, as well as Russia. Aside from 
the commercial value of these deals, Z GROUP has 
strengthened its brand through these high profile 
relationships and further improved its awareness and 
credibility to a wider international audience. 
JOINT CHIEF EXECUTIVES’ STATEMENT
CONTINUED
“ Speed up your modem Internet connection to Broadband 
speeds. We’re serious! An amazing piece of software.”
PC Answers magazine  09
AWARD-WINNING SOFTWARE
Not only has it been an encouraging year for the Group 
in terms of sales growth but we have also received 
a number of awards from the technical press that have 
helped establish ONSPEED as the recognised market 
leader. This has raised our proﬁ le within the software 
industry, distinguishing the Group as a highly innovative 
provider of consumer-focused software services.
OUTLOOK
We are delighted by the Group’s progress since 
admission to AIM and this is, in large part, due 
to the skill and hard work of our employees. 
By building on the success of our existing products, 
we expect to see sustained levels of sales growth 
in the period ahead. We also anticipate additional 
growth will be achieved from our expanded product 
portfolio and further development of our own IP and we 
will continue to explore new opportunities for the Group 
throughout the year.
JACK BEKHOR
Joint Chief Executive
JAMIE TRUE
Joint Chief Executive
30 May 2006
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
“ We have also laid the foundations for the future this year, 
through sizeable investment in research and development, 
which has resulted in the launch of ONSPEED Mobile 
and OnShare.”  10
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
JOHN STANDEN
Non-Executive Chairman 
John is a Durham graduate and a Member of 
the Securities Institute. He was chief executive 
of corporate ﬁ nance for BZW from 1993 to 1995. 
He is also non-executive chairman of Chapelthorpe plc 
and the senior non-executive director of Lavendon plc and 
Financial Objects plc. He was chairman of Reg Vardy plc 
prior to its recent sale. In a voluntary capacity, he is 
chairman of the Council of Hull University and a vice 
chairman, and chairman of the audit committee, 
of Leonard Cheshire. 
JAMIE TRUE
Joint Chief Executive
A born entrepreneur, at the age of 17 Jamie set up 
Power Organisation, a UK-based trading group of 
companies focused on branded and textile surplus 
inventory, servicing most major retail store groups. 
The business grew to a turnover of circa £6 million 
and merged with its largest competitor in June 1997. 
He then co-founded Interclubnet PLC, creating and 
inventing the trading platform ‘X-tranet’. Following 
its success, a strategic technology alliance was negotiated 
and a £10 million share exchange effected with Realtech 
AG, which was traded on the German stock market. By 
December 1999, the business had over 150 major football 
clubs paying a yearly subscription as well as administering 
120 leagues for the FA and signed a £12 million four year 
deal with them. In August 2000 the company floated 
on AIM with a market capitalisation of £30 million.
BOARD OF DIRECTORS AND ADVISERS
JACK BEKHOR
Joint Chief Executive
Educated at St. Paul’s School in London, then the Imperial 
College of Science and Technology, London and the Ecole 
des Ponts et Chausses in Paris, Jack is a serial entrepreneur 
who has founded or co-founded a number of successful 
companies in the telecoms and IT sectors. In 1992 he was 
recruited by a US venture capital company to become 
operations director of Infolines, a provider of payphone 
services to targeted market sectors in the UK. Infolines 
became the second largest private payphone operator 
in the UK with over 10,000 payphones, including the 
orange street phones in and around London. In 1997, 
he brought in a management team to run Infolines and left 
to set up LCR T elecom, the ﬁ rst European switchless-reseller, 
providing least cost routing services to SMEs, which was 
sold to Primus Telecommunications in February 2000, for 
a valuation in excess of $100 million. In March 2002, with 
partner Jamie, Jack created and launched Net2Roam, the 
ﬁ rst company to offer a real-time prepaid pay-as-you-go 
Internet roaming service with access in 163 countries 
around the world.  11
IAN SMITH
Non-Executive Director
Ian is the founder and CEO of Matrix Communications Group, 
which began trading in 2003 and currently has a market 
capitalisation of approximately £55 million. In this time, 
Ian has also overseen and integrated six acquisitions. He 
previously worked as UK managing director of Foundry 
Networks and as chief operating ofﬁ cer of Dataworkforce 
and before that at Cisco Systems and Cable & Wireless.
SECRETARY
Eversecretary Limited
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AND BROKER
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Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
JON CLAYDON
Non-Executive Director
After completing a law degree at Durham University 
in 1983 Jon worked as a commodity trader for Cargill, 
based in their Geneva ofﬁ ce. In 1990 he left to found the 
direct marketing and sales promotion agency Claydon 
Heeley Jones International. In 1998 the agency was 
acquired for a consideration of £26 million by Omnicom, 
the world’s largest advertising and communications group. 
Jon is now chairman of Claydon Heeley Jones Mason which 
is presently Campaign Magazine’ s Direct Marketing Agency of 
the Year. In 2001 he co-founded Agency Republic which is 
presently Marketing Magazine’s Digital Agency of the Year. 
Jon is currently non-executive director of the Brussels’ 
public affairs consultancy GPlus Europe.  12
DIRECTORS’ REPORT
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
The Directors hereby present their Annual Report and audited ﬁ nancial statements for the year ended 28 February 2006 
and for the Company for the period from 20 April 2005 (date of incorporation) to 28 February 2006. Z GROUP plc acquired 
the whole of the issued share capital of Net2Roam Limited on 15 June 2005 by way of a share for share exchange. 
As explained in the accounting policies (basis of consolidation) this combination has been accounted for under the merger 
accounting convention and accordingly the results for the Group are presented as if Net2Roam Limited (and its subsidiary 
undertakings at the date of the share for share exchange) had always been part of Z GROUP plc, even though the latter 
company was only incorporated on 20 April 2005.
PRINCIPAL ACTIVITIES, BUSINESS REVIEW AND FUTURE DEVELOPMENTS
Z GROUP plc is a marketing-led Internet technology services group that licenses, acquires and creates technologies 
with well deﬁ ned potential and commercialises them for the mass consumer market. A more detailed review of the Group’ s 
activities during the last year and its prospects is given in the Joint Chief Executives’ Statement on pages 6 to 9.
DIVIDENDS
The Directors do not recommend a dividend for the year.
DIRECTORS
The following directors have held ofﬁ ce since 20 April 2005, the date of Z GROUP plc’ s incorporation (unless otherwise stated):
Jack Bekhor  (appointed 20 April 2005)
Jon Claydon (appointed 26 May 2005)
Everdirector Limited  (appointed and resigned 20 April 2005)
Eversecretary Limited  (appointed and resigned 20 April 2005)
Michael Hawkes (appointed 14 June 2005, resigned 18 November 2005)
Ian Smith  (appointed 15 June 2005)
John Standen      (appointed 15 June 2005)
Jamie True      (appointed 20 April 2005)
DIRECTORS’ INTERESTS IN SHARES AND OPTIONS
Directors’ interests in the shares of the Company, including family interests, were as follows:
    Ordinary shares 
    of 5p each at  
    28 February 2006 On incorporation
Jack Bekhor    3,998,825  1
Jon Claydon    1,345,170 —
Ian Smith    23,148 —
John Standen    23,148 —
Jamie True    3,998,825 1
Under the rules of the Z GROUP EMI Share Option Plan, the Directors have been granted an interest in options over ordinary 
shares of £0.05 each as follows:
 Number of  At Date from 
 options granted 28 February  which  Expiry Exercise
 in the year 2006  exercisable date price
Jack Bekhor 92,592 92,592 20 June 2006 20 June 2015 £1.08
Jamie True 92,592 92,592 20 June 2006 20 June 2015 £1.08
There have been no changes in any directors’ interests in shares or options between 28 February 2006 and 30 May 2006.
PROSPECTS
The Group works hard to deliver quality products and value to its customers, enabling it to enjoy a high rate of customer 
retention through renewals and new customer acquisition through targeted marketing and referrals. Using ONSPEED’s 
business model, the Group has already laid the foundation for the rollout of ONSPEED Mobile to foreign markets and retail 
sectors. The Group also anticipates that by using its recent experience with introducing commercial products to the 
marketplace, the global launch of OnShare will run smoothly and will create a signiﬁ cant additional revenue stream.  13
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
RISK FACTORS 
The Group’s operations and earnings are subject to various risks relating to changing competitive, economic, technological, 
legal, social, industrial, business and ﬁ nancial conditions. These risks to Group objectives are highlighted below:
 effective development of user-friendly software free of defects; 
 competition from within the technology industry; 
 currency ﬂ uctuations and exchange controls; and
 information technology failures.
EMPLOYMENT POLICY
It is the policy of the Group to operate a fair employment policy. No employee or job applicant is less favourably 
treated than another on the grounds of their sex, sexual orientation, age, marital status, religion, race, nationality, ethnic 
or national origin, colour or disability and all appointments and promotions are determined solely on merit. The Directors 
encourage employees to be aware of all issues affecting the Group and place considerable emphasis on employees 
sharing in its success through its employee share option scheme. 
PEOPLE
Success in the technology sector is fundamentally reliant upon people to create IP . The Group is committed to motivating, 
developing and rewarding its management and staff. Our management team promotes knowledge sharing across the 
Group, ensuring that management are responsive to issues and trends within the business and the wider marketplace. 
The Group’s employees are encouraged to keep abreast of new technology in the marketplace in order to remain 
competitive. The Group also encourages a collegiate atmosphere based on teamwork so as to encourage creativity 
while focusing on business development.
ENVIRONMENT
The Group adheres to all environmental regulations and has, where possible, utilised environment-sustaining policies 
such as recycling and waste reduction. The Group also encourages its staff to use environmentally-friendly supplies 
wherever possible, and to conserve electricity and water. 
RESEARCH AND DEVELOPMENT
The Group has invested heavily in the development of new products and is committed to continued development 
activities in order to secure a leading position for its technology offerings.
SUBSTANTIAL SHAREHOLDINGS
As at 30 May 2006, being the last practicable date prior to the publication of this document, the Company has been 
advised of the following shareholdings of 3% or more in the issued share capital of Z GROUP plc:
    Number of  Percentage of 
Capital    shares issued shares
Jamie True*    3,998,825 20.54
Jack Bekhor*    3,998,825 20.54
Chris Potts    1,615,180 8.30
Jon Claydon    1,345,170 6.91
K.B. (CI) Nominees Ltd    1,290,540 6.63
BNY (OCS) Nominees Ltd    843,333 4.33
NY Nominees Ltd     798,695 4.10
Leo Campbell    665,000 3.42
* shares held in the name of Clachan Nominees Limited.
PAYMENT OF SUPPLIERS
It is the Group’s policy to pay suppliers in accordance with the terms and conditions agreed in advance, providing all 
trading terms and conditions have been met. All payments are made in the ordinary course of business and the Group 
expects to pay all supplier debts as they become due.
Trade creditor days based on creditors at 28 February 2006 were 44 days.
FINANCIAL INSTRUMENTS
Details of the Group’s exposure to ﬁ nancial risks are set out in Note 15 to the ﬁ nancial statements.
AUDITORS
Baker Tilly were appointed as ﬁ rst auditors of the Company during the period. A resolution to re-appoint Baker Tilly, 
Chartered Accountants, as auditors will be put to the members at the Annual General Meeting (AGM).
By order of the board
EVERSECRETARY LIMITED
Company Secretary
30 May 2006  14
CORPORATE GOVERNANCE
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
Z GROUP plc was listed on AIM on 21 June 2005. The Group recognises the importance of, and is committed 
to high standards of corporate governance. Z GROUP plc, as an AIM company, is not required to comply with 
the July 2003 Combined Code on Corporate Governance (the Combined Code), although it has adopted the 
Combined Code principles as set out below.
THE BOARD AND ITS COMMITTEES
The Board
There are currently ﬁ ve board members, comprised of two executive directors, (the joint chief executives), and three 
non-executive directors. The role of the non-executive directors is to bring independent judgement to Board deliberations 
and decisions. The chairman of the Board is a non-executive director who oversees the board meetings and ﬁ elds 
all concerns regarding the executive management of the Group and the performance of the executive directors. 
A biography of each director appears on pages 10 and 11. As the biographies demonstrate, the Directors each have 
diverse backgrounds and the Board beneﬁ ts from a wide range of experience. The Board’s collective knowledge 
and skill in business matters helps to ensure that the Board effectively governs the activities of the Group in the best 
interests of the shareholders. The Board meets regularly to review the Group’s trading performance, to discuss 
product developments and launches, to review the Group’s ongoing operations and to determine strategies for future 
growth. The Board discusses the schedule of matters prepared for each meeting but otherwise delegates speciﬁ c 
responsibilities to its committees as set out below.
Each of the executive directors is subject to an executive services agreement, which requires a 12-month notice period. 
Each of the non-executive directors is subject to a three month notice period with re-appointment or re-election required 
annually. Z GROUP plc’s Articles require directors to retire from ofﬁ ce and submit themselves for re-election on a one third 
rotation at each AGM. Jon Claydon will be retiring at the AGM and submitting himself for re-election. 
Board Attendance
11 scheduled board meetings were held in 2006.
     Attended
Director     board meetings
Jack Bekhor      10
Jon Claydon      10
Michael Hawkes*      4
Ian Smith      9
John Standen      11
Jamie True      11
*former director
THE COMMITTEES
Nomination Committee
The Nomination Committee is comprised entirely of non-executive directors, being John Standen as Chairman and 
Ian Smith. The committee oversees the structure and balance of the Board generally and is responsible for screening 
and proposing candidates for appointment to the Board. 
Remuneration Committee
The Group’s Remuneration Committee is also comprised of non-executive directors, being John Standen as Chairman 
and Ian Smith. The committee is responsible for reviewing the salary and beneﬁ ts offered to executive directors as well 
as the Group’s non-director senior management. Speciﬁ cally, the committee is responsible for determining contract 
terms, compensatory share options and pension rights. The Board as a whole determines the compensation 
for all non-executive directors. Further details regarding the Directors’ individual remuneration are set forth in 
the Report of the Directors on Remuneration on page 16.
Audit Committee
The Audit Committee similarly is comprised of non-executive directors, being Ian Smith as Chairman and John Standen. 
The Audit Committee supervises the Group’ s external auditors, including appointment and compensation. The Audit Committee 
is also responsible for ensuring the accuracy of the Interim and Annual Reports, as well as compliance with all applicable 
standards and regulations.   15
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
RELATIONS WITH SHAREHOLDERS
The Board recognises and understands that it has a ﬁ duciary responsibility to the Group’ s shareholders. The Chairman’ s Statement 
and Joint Chief Executives’ Statement include detailed analysis of the Group’s performance and future expectations. The 
Board and Z GROUP plc maintain consistent dialogue with its shareholders through presentations, such as those made 
immediately after the Group announced its interim and ﬁ nal results. The Group also routinely presents newly launched 
products to institutional investors and the Group’ s website (www.zgroupplc.com) allows shareholders access to company 
information, such as contact details and the current share price. 
The AGM will also be a platform for the Board to communicate with shareholders, and the Board welcome the attendance 
and participation of all shareholders. Details of resolutions to be proposed at the AGM on 5 July 2006 can be found 
in the notice of the meeting on page 34. 
INTERNAL CONTROL AND RISK MANAGEMENT
The Board requires strict internal control procedures for the Group. Upon the advice of the Board, the executive directors 
each assumed responsibility for speciﬁ c aspects of the Group’s operations. The executive directors also regularly liaise 
with non-executive directors regarding accounting practices and legal compliance. The Board and senior accounting 
staff are all aware of the importance of adhering to the ﬁ nancial and accounting policies of the Group. The Board 
discusses any relevant changes to accounting policies and, if necessary, discusses the impact of such changes with 
external ﬁ nancial advisers to facilitate compliance. 
INTERNAL AUDIT
The Board agrees that there should be no internal audit function for the Group at this time considering the size of the Group 
and the close involvement of senior management over the Group’s accounting system. However, the Board will keep 
this matter under review in the event that circumstances warrant an internal audit function for the Group in the future.
PERSONNEL QUALITY
The Board also oversees recruitment in order to maintain the highest level of competence and integrity. The policy 
of the Board is to promote competitive compensation and a professional working environment in order to attract 
the most qualiﬁ ed candidates. 
BUDGETARY PROCESS
The Board approves the annual budget each year. This process allows the Board to identify key performance targets and 
risks expected during the upcoming year. The Board also considers the agreed budget when reviewing trading updates 
and considering expenditures throughout the year.
GOING CONCERN
Having made appropriate enquiries, the Directors are satisﬁ ed that the Group has adequate resources to continue 
in operation for the foreseeable future. 
CORPORATE SOCIAL RESPONSIBILITY
Z GROUP is committed to operating to the very highest ethical standards, whether dealing with customers, employees, 
shareholders or partners. The Group also actively supports Women to Women International, a charity dedicated 
to working with women to promote access to basic economic, health and educational rights to beneﬁ t themselves, 
their families, and the whole community. Z GROUP has been supporting Women to Women International since its inception. 
AGM 
The AGM will be held on 5 July 2006 at 11:30 am at Home House, 20 Portman Square, London W1H 6LW. 
Approved by the board
JACK BECKOR JAMIE TRUE
Joint Chief Executive Joint Chief Executive
30 May 2006  16
REPORT OF THE DIRECTORS ON REMUNERATION
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
The directors have applied the principles of Good Governance relating to directors’ remuneration as described below.
REMUNERATION COMMITTEE
The Remuneration Committee is described in the report on Corporate Governance on page 14. The remuneration 
for each executive director is determined by the Remuneration Committee, which is composed solely of non-executive 
directors: John Standen and Ian Smith. Neither of the committee members has any personal ﬁ nancial interest, other 
than as shareholders, in the matters to be decided.
REMUNERATION POLICY
The remuneration packages for directors and senior managers have been structured so as to fairly compensate 
them for their contribution to the Group and to encourage them to remain with the Group. The basic components 
of these packages include:
Basic salary
Each director, with the exception of Jon Claydon, receives an annual salary for his services. These salaries are reviewed 
annually by the Remuneration Committee.
Share options
The executive directors were granted share options at the time of the ﬂ otation of the Company. The Board may grant 
further options as and when deemed appropriate.
Pension arrangements
All staff, executive directors and senior management are entitled to participate in the stakeholder pension plan 
established by the Group. 
Service contracts
All service contracts have notice periods of three to twelve months. 
Beneﬁ ts in kind
Each of the executive directors is entitled to use of a company car. 
Bonus arrangement
The Group operates a discretionary bonus scheme. The Remuneration Committee is entitled to decide whether 
and for what amount bonuses should be granted to executive directors.
TABLE ON DIRECTORS’ REMUNERATION
  Salary   Beneﬁ ts   Pension  
DIRECTORS’ REMUNERATION YEAR ENDED  and fees Bonus in kind Total contributions
28 FEBRUARY 2006  £ £ £ £ £
Executive Directors
Jack Bekhor  120,000 — 18,648 138,648 —
Michael Hawkes  63,333* — — 63,333 —
Jamie True  120,000 — 22,830 142,830 —
   303,333 — 41,478 344,811 —
Non-Executive Directors     
Ian Smith  12,750 — — 12,750 —
John Standen  16,500 — — 16,500 —
   29,250 — — 29,250 —
* Includes £23,750 in respect of compensation for loss of ofﬁ ce.  
  Salary   Beneﬁ ts   Pension  
DIRECTORS’ REMUNERATION PERIOD ENDED  and fees Bonus in kind Total contributions
28 FEBRUARY 2005  £ £ £ £ £
Jack Bekhor  83,000 — 10,374 93,374 —
Jamie True  83,000 — 14,556 97,556 —
  166,000 — 24,930 190,930 —
Approved by the board
JACK BECKOR JAMIE TRUE
Joint Chief Executive Joint Chief Executive
30 May 2006 Company law requires directors to prepare ﬁ nancial statements for each ﬁ nancial year, that give a true and fair view 
of the state of affairs of the Group and the Company and the proﬁ t or loss of the Group for that period. 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 subject to any material departures disclosed 
and explained in the accounts; and
  prepare the ﬁ nancial statements on a going concern basis unless it is inappropriate to presume that the Group 
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 the Group and to enable them to ensure that the ﬁ nancial statements 
comply with the Companies Act 1985. They are also responsible for taking steps to safeguard the assets of the Group 
and hence for taking reasonable steps for the prevention of and detection of fraud and other irregularities.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
 17 Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF Z GROUP plc
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
We have audited the ﬁ nancial statements, on pages 20 to 33, which comprise the Consolidated Proﬁ t and Loss Account, 
the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Cash Flow Statement and the related notes.
This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 
1985. Our audit work has been undertaken so that we might state to the company’s members those matters we are 
required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The directors’ responsibilities for preparing the Annual Report and the ﬁ nancial statements in accordance with applicable 
law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out 
in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the ﬁ nancial statements in accordance with relevant legal and regulatory requirements 
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the ﬁ nancial statements give a true and fair view and are properly prepared 
in accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent 
with the ﬁ nancial statements, if the company has not kept proper accounting records, if we have not received all the 
information and explanations we require for our audit, or if information speciﬁ ed by law regarding directors’ remuneration 
and other transactions is not disclosed.
We read other information contained in the Annual Report, and consider whether it is consistent with the audited ﬁ nancial 
statements. This other information comprises only the Chairman’s Statement, the Joint Chief Executives’ Statement, 
the Directors’ Report, the Corporate Governance Report and the Report of the Directors on Remuneration. We consider 
the implications for our report if we become aware of any apparent misstatements or material inconsistencies with 
the ﬁ nancial statements. Our responsibilities do not extend to any other information.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by 
the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts 
and disclosures in the ﬁ nancial statements. 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 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.
OPINION
In our opinion 
  the ﬁ nancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, 
of the state of the company and of the group’s affairs at 28 February 2006 and of the group’s proﬁ t for the year then 
ended and have been properly prepared in accordance with the Companies Act 1985; and
 the information given in the Directors’ Report is consistent with the ﬁ nancial statements.
BAKER TILLY
Registered Auditor
Chartered Accountants
2 Bloomsbury Street
London WC1B 3ST
30 May 2006
 18 FINANCIAL CONTENTS
 20 CONSOLIDATED PROFIT AND LOSS ACCOUNT
 21 CONSOLIDATED BALANCE SHEET
 22 COMPANY BALANCE SHEET
 23  CONSOLIDATED CASH FLOW STATEMENT
 24 ACCOUNTING POLICIES
 26 NOTES TO THE FINANCIAL STATEMENTS
 34 NOTICE OF ANNUAL GENERAL MEETING
 35 FORM OF PROXY
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
 19  20
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 28 FEBRUARY 2006
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
     Year ended  11 months ended
    28 February  28 February
    2006  2005
  Notes  £  £
TURNOVER  1  4,971,722  2,799,897
Cost of sales     (1,077,224)  (517,711)
Gross proﬁ t    3,894,498  2,282,186
Administrative expenses     (2,869,577)  (1,700,780)
OPERATING PROFIT    1,024,921  581,406
Interest receivable  2  113,591  3,408
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 3  1,138,512  584,814
Taxation  5  (341,016)  (114,227)
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION   797,496  470,587
MINORITY INTERESTS    30,850  18,150
PROFIT FOR THE FINANCIAL PERIOD  17  828,346  488,737
EARNINGS PER SHARE
Basic  6  4.4p  2.9p
Diluted  6  4.3p  2.9p
No separate statement of Total Recognised Gains and Losses has been presented as all such gains and losses have 
been dealt with in the proﬁ t and loss account.
As explained in the accounting policies (basis of consolidation) the proﬁ t and loss account has been prepared using merger 
accounting principles and is presented as if the Group had been in existence throughout the current and prior periods.
All Group activities relate to continuing operations.
The accompanying accounting policies and notes form an integral part of the ﬁ nancial statements.  21
CONSOLIDATED BALANCE SHEET AS AT 28 FEBRUARY 2006
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
    At  At
    28 February  28 February
    2006  2005
  Notes   £  £
FIXED ASSETS    
Intangible assets  7  1,151,167  290,921
Tangible assets  8  318,690  173,816
    1,469,857  464,737
CURRENT ASSETS
Stocks  10  64,222  —
Debtors  11   1,369,295  121,113
Cash at bank and in hand    4,134,589  2,549,002
    5,568,106  2,670,115
CREDITORS: Amounts falling due within one year 12   (1,553,141)  (961,487)
NET CURRENT ASSETS    4,014,965  1,708,628
TOTAL ASSETS LESS CURRENT LIABILITIES   5,484,822  2,173,365
CREDITORS: Amounts falling due after more than one year 13  (25,650)  (34,411)
PROVISIONS FOR LIABILITIES AND CHARGES 14  (61,371)  —
NET ASSETS    5,397,801  2,138,954
CAPITAL AND RESERVES
Called up share capital  16  973,529  834,639
Share premium account  17  2,322,461  —
Merger reserve  17  1,065,741  1,065,741
Proﬁ t and loss account  17  1,036,070  207,724
EQUITY SHAREHOLDERS’ FUNDS  18  5,397,801  2,108,104
MINORITY INTERESTS    —  30,850
    5,397,801  2,138,954
The accompanying accounting policies and notes form an integral part of the ﬁ nancial statements.
Approved by the board and authorised for issue on 30 May 2006
JACK BEKHOR JAMIE TRUE
Joint Chief Executive Joint Chief Executive  22
COMPANY BALANCE SHEET AS AT 28 FEBRUARY 2006
Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006
      At
      28 February
      2006
   Notes    £
FIXED ASSETS     
Tangible assets   8   7,273
Investments   9   13,187,145
      13,194,418
CURRENT ASSETS     
Debtors   11   412,330
Cash at bank and in hand      3,460,168
      3,872,498
CREDITORS: Amounts falling due within one year  12   (13,786,542)
NET CURRENT LIABILITIES      (9,914,044)
TOTAL ASSETS LESS CURRENT LIABILITIES     3,280,374
PROVISIONS FOR LIABILITIES AND CHARGES   14   (816)
NET ASSETS       3,279,558
CAPITAL AND RESERVES    
Called up share capital   16    973,529
Share premium account   17    2,322,461
Proﬁ t and loss account   17    (16,432)
EQUITY SHAREHOLDERS’ FUNDS   18    3,279,558
The accompanying accounting policies and notes form an integral part of the ﬁ nancial statements.
Approved by the board and authorised for issue on 30 May 2006
JACK BEKHOR JAMIE TRUE
Joint Chief Executive Joint Chief Executive  23
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 28 FEBRUARY 2006 
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
     Year ended  11 months ended
    28 February  28 February
    2006  2005
  Notes  £  £
Cash inﬂ ow from operating activities  19a   235,508  998,261
Returns on investments and servicing of ﬁ nance 19b   113,591  3,408
Taxation    (126,855)  —
Capital expenditure and ﬁ nancial investment  19b   (1,090,389)  (355,771)
CASH (OUTFLOW)/INFLOW BEFORE FINANCING   (868,145)  645,898
Financing  19b  2,452,588  1,283,018
INCREASE IN CASH IN THE PERIOD    1,584,443  1,928,916
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
     Year ended  11 months ended
    28 February  28 February
    2006  2005
  Notes  £  £
Increase in cash in the period    1,585,587  1,928,916
Increase in overdraft in the period    (1,144)  —
  19c  1,584,443  1,928,916
Cash outﬂ ow from decrease in debt and lease ﬁ nancing   8,762  3,982
New ﬁ nance leases    —  (47,155)
MOVEMENT IN NET FUNDS IN THE PERIOD   1,593,205  1,885,743
NET FUNDS AT BEGINNING OF THE PERIOD   2,505,829  620,086
NET FUNDS AT THE END OF THE PERIOD   19c  4,099,034  2,505,829
The accompanying accounting policies and notes form an integral part of the ﬁ nancial statements.  24
ACCOUNTING POLICIES  FOR THE YEAR ENDED 28 FEBRUARY 2006
BASIS OF ACCOUNTING
The ﬁ nancial statements have been prepared under the historical cost convention, in accordance with applicable accounting 
standards in the United Kingdom.
BASIS OF CONSOLIDATION
The Group’s ﬁ nancial statements consolidate the ﬁ nancial statements of Z GROUP plc and all its subsidiaries made 
up to 28 February 2006. No separate profit and loss account is presented for Z GROUP plc as permitted by 
Section 230 of the Companies Act 1985.
The Company was incorporated on 20 April 2005 as Z GROUP Investments plc and passed a resolution to change its name 
to Z GROUP plc on 15 June 2005. On 15 June 2005, Z GROUP plc entered into a share for share exchange agreement with 
the shareholders of Net2Roam Limited, whereby Z GROUP plc acquired the entire issued share capital of Net2Roam Limited 
and its subsidiaries, the consideration being satisfied by the allotment of ordinary shares in Z GROUP plc to the 
shareholders of Net2Roam Limited.
This acquisition has therefore been accounted for as a merger as permitted by Financial Reporting Standard 6 as if the Group 
(as currently constituted) had been in place throughout the whole of the period covered by these ﬁ nancial statements. As such, 
the results for the year ended 28 February 2006 have been presented as though Net2Roam Limited and its subsidiaries had 
always been part of Z GROUP , even though Z GROUP plc itself was only incorporated on 20 April 2005.
BASIS OF COMPARATIVE INFORMATION
The comparative consolidated proﬁ t and loss account has been presented as if the merger took place on the ﬁ rst day of each 
ﬁ nancial period presented and as though the Group, had been in existence throughout these periods. The ﬁ gures for the 
11-month period to 28 February 2005 have been extracted from the audited Net2Roam Limited accounts adjusted for 
the shares issued by the Company as consideration as if they had always been in issue.
INTANGIBLE FIXED ASSETS
Intellectual Property Rights/Domain Names
Expenditure incurred in the acquisition of intellectual property rights and domain names is capitalised within intangible ﬁ xed 
assets and amortised over a period not exceeding ten years, being the Directors’ assessment of the useful economic lives. 
An annual impairment review is undertaken to ensure that the recoverable amount has not fallen below the carrying value.
TANGIBLE FIXED ASSETS
Depreciation is provided on all tangible ﬁ xed assets at rates calculated to write each asset down to its estimated residual value 
over its expected useful life, as follows:
Website development costs – 25% straight line basis
Computer equipment – 25% straight line basis
Fixtures, ﬁ ttings and equipment – 25% straight line basis
Motor vehicles – 25% straight line basis
WEBSITE DEVELOPMENT COSTS
The Group capitalises website development costs to comply with UITF Abstract 29 “Website Development Costs” and these 
capitalised development costs are amortised over their estimated useful economic life.
The website development costs to launch new versions of an existing product are charged to the proﬁ t and loss account 
as incurred, unless the new version opens up a new customer-base in which case the costs are capitalised as “Website 
Development Costs” and these capitalised development costs are amortised over their estimated useful economic life. 
RESEARCH AND DEVELOPMENT
Development expenditure is carried forward when its future recoverability can be foreseen with reasonable assurance and 
is amortised in line with sales from the related product. All research and other development costs are written off as incurred.
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  25
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
TURNOVER
Revenue from the sale of licences is recognised in full when persuasive evidence of an agreement exists, when delivery 
and acceptance of the software by the customer has occurred, when the fee is ﬁ xed and determinable and when collection 
is considered probable.
Revenue relating to the provision of annual services is recognised as the services are delivered with that portion relating 
to subsequent years included in deferred income.
Revenue is stated exclusive of Value Added Tax.
DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date 
where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have 
occurred at the balance sheet date. Timing differences are differences between the Group’s taxable proﬁ ts and its results as 
stated in the ﬁ nancial statements that arise from the inclusion of gains and losses in tax assessments in periods different from 
those in which they are recognised in the ﬁ nancial statements. 
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are 
expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. 
Deferred tax is measured on a non-discounted basis.
FOREIGN CURRENCIES
Transactions denominated in foreign currencies are translated into sterling and recorded at the rate of exchange ruling at the 
date of the transaction. Balances denominated in foreign currencies are translated into sterling at the rate of exchange ruling 
at the balance sheet date. Any exchange differences are written off against proﬁ ts in the period in which they are incurred.
LEASED ASSETS AND OBLIGATIONS
Where assets are ﬁ nanced by leasing agreements that give rights approximating to ownership (“ﬁ nance leases”), the assets 
are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments 
payable during the lease term. The corresponding leasing commitments are shown as obligations to the lessor.
Lease payments are treated as consisting of capital and interest elements, and the interest is charged to the proﬁ t and loss 
account in proportion to the remaining balance outstanding.
All other leases are “operating leases” and the annual rentals are charged to proﬁ t and loss on a straight line basis over the 
lease term.
INVESTMENTS
Fixed asset investments are stated at cost less provision for diminution in value where appropriate.
PENSIONS 
The Group operates a stakeholder pension plan for which all employees are eligible. No employee has as yet entered into 
the scheme.  26
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 28 FEBRUARY 2006
1 TURNOVER
The Group’s turnover was all derived from its principal activity. Sales were made in the following geographical areas:
      Year ended 11 months ended
      28 February  28 February
      2006 2005
      £ £
United Kingdom      3,327,486 2,487,539
Rest of the European Union      971,071 184,716
United States of America      306,498 47,305
Rest of the World      366,667 80,337
      4,971,722 2,799,897
2 INTEREST RECEIVABLE
      Year ended 11 months ended
      28 February 28 February
      2006 2005
      £ £
Bank interest receivable      113,591 3,408
3 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
      Year ended 11 months ended
      28 February  28 February
      2006 2005
      £ £
 Proﬁ t on ordinary activities before taxation is stated after charging:
Depreciation:    
 Owned assets      67,482 39,665
 Assets held under ﬁ nance leases and hire purchase contracts    11,789 2,450
Amortisation      5,998 3,180
Operating lease rentals:   
 Plant and machinery      252,096 111,487
 Land and buildings      64,613 —
Auditors’ remuneration   
Audit fees      46,350 20,000
Non-audit fees (corporation tax compliance)     6,433 —
Professional fees of £95,988 paid to the auditor in respect of advice on the ﬂ otation of the Group on AIM have been debited 
to the share premium account.
4 EMPLOYEES
      Year ended 11 months ended
      28 February  28 February
      2006 2005
 The average monthly number of people (including directors) employed by the Group during the period was:
 Management and administration      15 10
 Sales      5 3
 Development      10 5
      30 18
      Year ended 11 months ended
      28 February  28 February
      2006 2005
      £ £
 Staff costs for the above persons:
 Wages and salaries      1,160,198 609,764
 Social security costs      110,826 64,871
      1,271,024 674,635
Directors’ remuneration
The Directors received total emoluments of £374,061 (2005: £190,930). Included within this amount for the year ending 
28 February 2006 is £23,750 in respect of compensation for loss of ofﬁ ce paid to a former director. For further details, 
please see the Report of the Directors on Remuneration on page 16.
Employee pensions
The Group operates a stakeholder pension plan for which all employees are eligible. No employees have as yet joined the scheme. 
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  27
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
5 TAXATION
      Year ended 11 months ended
      28 February  28 February
      2006 2005
      £ £
CURRENT TAX:
 UK corporation tax on proﬁ ts of the period     291,287 127,264
Current tax charge      291,287 127,264
DEFERRED TAX:
 Origination and reversal of timing differences     49,729 (13,037)
      341,016 114,227
      Year ended 11 months ended
      28 February  28 February
      2006 2005
      £ £
 Factors affecting tax charge for the period:
 The tax assessed for the period is lower than the standard rate of corporation 
tax in the UK (30%). The difference is explained below:
 Proﬁ t on ordinary activities before tax     1,138,512 584,814
Proﬁ t on ordinary activities multiplied by standard rate of corporation tax
in the UK of 30% (2005: 30%)      341,554 175,444
Effects of:
Non deductible expenses      6,658 13,975
R & D tax credit uplift      (21,842) —
 Capital allowances in excess of depreciation     (49,830) (7,755)
Losses not utilised/(utilised)      15,954 (47,120)
Beneﬁ t of marginal rate of tax      (1,207) (7,280)
Current tax charge      291,287 127,264
The Group has tax losses of approximately £73,000 (2005: £18,000) which, subject to agreement with HM Revenue & Customs, 
are available to carry forward against future proﬁ ts of the same trade.
A deferred tax asset of approximately £24,000 in respect of both tax losses and accelerated capital allowances has been 
recognised in these ﬁ nancial statements (see Note 11).
6 BASIC AND DILUTED EARNINGS PER SHARE
      Year ended 11 months ended
      28 February  28 February
      2006 2005
      £ £
 Retained proﬁ t for the ﬁ nancial period     828,346 488,737
 Weighted average number of shares     18,618,215 16,692,795
      No. of shares No. of shares
For basic earnings per share      18,618,215 16,692,795
Dilutive effect of share options      824,510 18,259
For diluted earnings per share      19,442,725 16,711,054
7 INTANGIBLE FIXED ASSETS
    Development Intellectual Domain 
    expenditure property rights names Total
    £ £ £ £
Group
Cost 
1 March 2005    238,097 49,000 7,004 294,101
Additions    854,614 9,722 1,908 866,244
28 FEBRUARY 2006    1,092,711 58,722 8,912 1,160,345
Amortisation
1 March 2005    — 3,063 117 3,180
Charged in the period    — 5,139 859 5,998
28 FEBRUARY 2006    — 8,202 976 9,178
Net book value    
28 FEBRUARY 2006    1,092,711 50,520 7,936 1,151,167
28 February 2005    238,097 45,937 6,887 290,921
Additions to development expenditure comprise:
 £708,998 on the development of the OnShare product (which launched as a beta version in March 2006)
 £145,616 on the development of the ONSPEED Mobile product (launched in March 2006).
Intellectual property rights represent the costs associated with patent creation.   28
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 28 FEBRUARY 2006
8 TANGIBLE FIXED ASSETS
   Website 
   development Computer Fixtures, ﬁ ttings  Motor
   costs equipment and equipment vehicles Total
   £ £  £ £ £
Group
Cost 
1 March 2005   122,906 55,539 6,452 47,155 232,052
Additions   194,578 28,288 1,279 — 224,145
28 FEBRUARY 2006   317,484 83,827 7,731 47,155 456,197
Depreciation
1 March 2005   33,195 20,624 1,967 2,450 58,236
Charged in the period   49,325 16,224 1,933 11,789 79,271
28 FEBRUARY 2006   82,520 36,848 3,900 14,239 137,507
Net book value
28 FEBRUARY 2006   234,964 46,979 3,831 32,916 318,690
28 February 2005   89,711 34,915 4,485 44,705 173,816
The net book value of the Group’s ﬁ xed assets includes £32,916 (2005: £44,705) in respect of assets held under ﬁ nance leases 
and hire purchase contracts. 
      Computer 
      equipment Total
      £ £
Company
Cost
Additions      7,589 7,589
28 FEBRUARY 2006      7,589 7,589
Depreciation
Charged in the period      316 316
28 FEBRUARY 2006      316 316
Net book value
28 FEBRUARY 2006      7,273 7,273
The net book value of the Company’s ﬁ xed assets includes £nil (2005: £nil) in respect of assets held under ﬁ nance leases and 
hire purchase contracts. 
9 INVESTMENTS
       Investment in
       subsidiaries 
       £ 
Company
Cost
Transfer from group companies       13,187,145
28 FEBRUARY 2006       13,187,145
Net book value
28 FEBRUARY 2006       13,187,145
Details of the subsidiary undertakings of the Company are as follows:
  Class of share  Proportion held  Nature of business 
CallPal Limited  Ordinary 100% eBay bidding services
Net2Roam Limited  Ordinary 100% Enhanced Internet access from abroad
OnShare Limited   Ordinary 51% Data sharing services
Shareplace Limited  Ordinary 100% Dormant
Turbodial Limited  Ordinary 100% Accelerated Internet services
Z GROUP Investments Limited  Ordinary 100% Non trading
All subsidiary undertakings are incorporated in England and Wales. On 15 June 2005, the Group entered into a share 
for share agreement with the shareholders of Net2Roam Limited, whereby the Group acquired the entire issued share capital 
of Net2Roam Limited. As a result, Net2Roam Limited became a wholly-owned subsidiary of the Group. Following separate 
share transfer agreements, on 15 June 2005 the Group acquired all the issued shares of Z GROUP Investments Limited, 
Turbodial Limited, Shareplace Limited and CallPal Limited, and 51% of the issued share capital of OnShare Limited, all of which 
were part of the Net2Roam Limited group, which as a consequence of this transaction, became directly held subsidiaries of Z GROUP .
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  29
10 STOCK
 Group  Company
     28 February  28 February  28 February   
     2006 2005 2006 
     £ £ £ 
Goods for resale     64,222 — — 
The difference between purchase price or production cost of stocks and their replacement cost is not material.
11 DEBTORS
 Group  Company
     28 February  28 February 28 February
     2006  2005  2006
     £ £ £
Due within one year: 
Trade debtors     532,569 43,386 540
Credit card debtors     584,853 — —
 Amounts owed by subsidiary undertakings    — — 399,576
Other debtors     105,665 — 10,249
 Prepayments and accrued income    96,529 64,690 1,965
     1,319,616 108,076 412,330
Due in more than one year:
Other debtors     49,679 13,037 —
Total debtors     1,369,295 121,113 412,330
Group
Other debtors falling due in more than one year includes £24,679 (2005: £13,037) relating to a deferred tax asset.
      28 February 28 February 
       2006 2005
      £ £
      Deferred  Deferred 
      tax asset tax asset
      £ £
Balance brought forward      13,037 —
 Transfer from proﬁ t and loss account     11,642 13,037
Balance carried forward      24,679 13,037
The deferred tax asset is:
 On accelerated capital allowances     (1,777) (12,863)
On tax losses carried forward      26,456 25,900
      24,679 13,037
12 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
 Group  Company
     28 February  28 February 28 February
     2006  2005  2006
     £ £ £
Bank overdraft     1,144 — —
Trade creditors     435,499 174,706 29,772
Amounts due to subsidiary undertakings    — — 13,739,715
Corporation tax     291,691 127,264 —
Other taxation and social security      90,288 169,945 —
Obligations under ﬁ nance leases and hire purchase contracts   8,762 8,762 —
Other creditors     29,406 3,444 —
Accruals and deferred income     696,351 477,366 17,055
     1,553,141 961,487 13,786,542
Obligations under ﬁ nance leases and hire purchase contracts disclosed above and in Note 13 are secured on the related assets.
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  30
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 28 FEBRUARY 2006
13 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
 Group  Company
     28 February  28 February 28 February
     2006  2005  2006
     £ £ £
 Obligations under ﬁ nance leases and hire purchase contracts   25,650 34,411 —
Obligations under ﬁ nance leases and hire purchase contracts are repayable by installments as follows:
 Group  Company
     28 February  28 February 28 February
     2006  2005  2006
     £ £ £
Due between one and two years     8,762 8,762 —
Due between two and ﬁ ve years     16,888 25,649 —
     25,650 34,411 —
14 PROVISIONS FOR LIABILITIES AND CHARGES
 Group  Company
     28 February  28 February 28 February
     2006  2005  2006
     £ £ £
The provision for deferred tax is:
On accelerated capital allowances    63,148 — 816
On tax losses carried forward     (1,777) — —
     61,371 — 816
Balance brought forward     — — —
Transfer to proﬁ t and loss account     61,371 — 816
Balance carried forward     61,371 — 816
15 FINANCIAL INSTRUMENTS
The Group’s principal ﬁ nancial instruments comprise cash and short term deposits. The main purpose of these ﬁ nancial 
instruments is to provide ﬁ nance for the Group’s operations. The Group has various other ﬁ nancial instruments, such as 
trade debtors and trade creditors that arise directly from its operations.
The Group has taken advantage of the exemption to exclude short term debtors and creditors from the disclosures given 
below other than in respect of currency exposures.
    
Net
    
ﬁ nancial 
 Financial assets 2006  Financial liabilities 2006 
assets/
   Non    Non  liabilities
 Fixed Floating interest-  Fixed Floating interest-  2006
 rate rate bearing Total rate rate bearing Total Total
 £ £ £ £ £ £ £ £ £
Cash and short-term deposits — 3,381,730 752,859 4,134,589  — — — — 4,134,589
Bank overdraft — — — — — (1,144) — (1,144) (1,144)
Other ﬁ nancial liabilities — — — — (34,411) — — (34,411) (34,411)
 — 3,381,730 752,859 4,134,589 (34,411) (1,144) — (35,555) 4,099,034
    
Net
    
ﬁ nancial 
 Financial assets 2005  Financial liabilities 2005 
assets/
   Non    Non  liabilities
 Fixed Floating interest-  Fixed Floating interest-  2005
 rate rate bearing Total rate rate bearing Total Total
 £ £ £ £ £ £ £ £ £
Cash and short-term deposits — 1,822,417 726,585 2,549,002 — — — — 2,549,002
Bank overdraft — — — — — — — — —
Other ﬁ nancial liabilities — — — — (43,173) — — (43,173) (43,173)
 — 1,822,417 726,585 2,549,002 (43,173) — — (43,173) 2,505,829
It is the Group’s policy to limit foreign currency exposure by using ﬁ nancial instruments whenever they are appropriate. 
No derivative contracts were entered into during the current year. It is the Group’s policy that no trading in ﬁ nancial instruments 
should be undertaken.
The main risks arising from the Group’s ﬁ nancial instruments are interest rate risk, liquidity risk and foreign currency risk. 
The Board reviews and agrees policies for managing each of these risks and they are summarised as follows:
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006  31
15 FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate risk
The Group’s policy on managing its exposure to interest rate change is agreed at board level and reviewed on an ongoing 
basis. At the year end there was a small overdraft with a ﬁ xed rate of interest at LIBOR plus 2%.
Liquidity risk
The Group’s objective is to maintain a balance between continuity of funding and ﬂ exibility. The Group’s policy is to ensure 
that there is sufﬁ cient funding in place to meet foreseeable peak borrowing requirements.
Foreign currency risk
The Group does not enter into hedging transactions to limit the exposure of foreign currency ﬂ uctuations.
The table below shows the Group’s currency exposures, i.e. those transactional (or non-structural) exposures that give rise to the 
net currency gains and losses recognised in the proﬁ t and loss account. Such exposures comprise the monetary assets and 
monetary liabilities of the Group that are not denominated in the operating (or functional) currency of the operating unit involved.
As at 28 February 2006, these currency exposures were as follows:
      2006 2005
      £ £
US Dollar      (124) 13,106
Euro      301,692 1,528
      301,568 14,634
Borrowing facilities
The Group has not arranged a borrowing facility as at the balance sheet date. 
16 SHARE CAPITAL
       28 February
       2006
       £
AUTHORISED
100,000,000 ordinary shares of £0.05 each      5,000,000
       5,000,000
       £
ALLOTTED, ISSUED AND FULLY PAID
Issue of two subscriber ordinary shares of £1 each     2
Issue of additional shares:
Share for share agreement 16,692,795 ordinary shares of 5p each    834,639
AIM listing 2,777,778 ordinary shares of 5p each      138,888
At 28 February 2006 19,470,573 ordinary shares of 5p each     973,529
The Company was incorporated in England and Wales as a public company on 20 April 2005 with an authorised share capital 
of £50,000 divided into 50,000 ordinary shares of £1 each, of which two subscriber shares were issued at par, fully paid, 
on incorporation.
On 15 June 2005, the authorised share capital of £50,000 was sub-divided into 1,000,000 ordinary shares of £0.05 each. 
On the same day, the authorised share capital was increased from £50,000 divided into 1,000,000 ordinary shares of £0.05 each 
to £5,000,000 divided into 100,000,000 ordinary shares of £0.05 each.
On 15 June 2005, the Company entered into a share for share agreement with the shareholders of Net2Roam Limited, whereby 
the Company acquired the entire issued share capital of Net2Roam Limited, the consideration being satisﬁ ed by the allotment 
of 16,692,795 ordinary shares of £0.05 each at par. 
On 21 June 2005 the Company issued a further 2,777,778 ordinary shares of £0.05 each at £1.08 and was admitted to trading 
on AIM, a market operated by the London Stock Exchange. The issue generated share premium of £2,861,112 and issue 
costs of £538,651 were incurred.
Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006  32
Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006
16 SHARE CAPITAL (CONTINUED)
Share options
The following options over ordinary shares of £0.05 had been granted at the balance sheet date and remain outstanding to be exercised:
 Number of Exercise price 
Date of grant  ordinary shares  £ Exercise period
Under the Inland Revenue EMI plan:   
21/06/05 261,569 1.08 20/06/06 to 20/06/15
21/06/05 117,685 0.55 20/06/06 to 20/06/15
21/06/05 92,592 0.05 20/06/06 to 20/06/15
01/11/05 112,393 1.21 31/10/08 to 31/10/17
30/11/05 46,526 1.21 29/12/08 to 29/12/17
   630,765  
Under the Unapproved Plan:   
21/06/05 34,720 1.08 20/06/06 to 20/06/15
21/06/05 76,367 0.55 20/06/06 to 20/06/15
21/06/05 135,310 0.22 20/06/06 to 20/06/15
21/06/05 387,608 0.05 20/06/06 to 20/06/15
31/08/05 20,832 1.44 01/02/06 to 31/01/15
30/12/05 6,953 1.21 29/12/08 to 28/12/17
 661,790  
All the options are deemed to be exercisable immediately in the event of a change of control of the Group or in the event of 
a full Stock Exchange listing.
17 RESERVES
    Share   
    premium Merger Proﬁ t and 
    account reserve loss account Total
    £  £ £ £
Group
1 March 2005    — 1,065,741 207,724 1,273,465
 Premium on shares issued in the period   2,861,112 — — 2,861,112
Share issue expenses    (538,651) — — (538,651)
Retained proﬁ t for the period    — — 828,346 828,346
28 FEBRUARY 2006    2,322,461 1,065,741 1,036,070 4,424,272
Company
 Premium on shares issued in the period   2,861,112 — — 2,861,112
Share issue expenses    (538,651) — — (538,651)
Retained loss for the period    — — (16,432) (16,432)
28 FEBRUARY 2006    2,322,461 — (16,432) 2,306,029
18 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS’ FUNDS
      28 February 28 February
      2006 2005
      £ £
Group
Proﬁ t for the period      828,346 488,737
Proceeds from issue of shares      3,000,002 184,259
Share issue expenses      (538,651) (12,000)
Merger reserve arising      — 1,065,741
Net additions to shareholders’ funds     3,289,697 1,726,737
Opening shareholders’ funds       2,108,104 381,367
Closing shareholders’ funds      5,397,801 2,108,104
      28 February
      2006
      £
Company
Loss for the period      (16,432)
Proceeds from issue of shares      3,834,641
Share issue expenses      (538,651)
 Net additions to shareholders’ funds     3,279,558
Opening shareholders’ funds      —
Closing shareholders’ funds      3,279,558
NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 28 FEBRUARY 2006
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006 19 CASH FLOWS
a Reconciliation of operating proﬁ t to net cash inﬂ ow from operating activities
      Year ended 11 months ended
      28 February 28 February 
      2006 2005
      £ £
Operating proﬁ t      1,024,921 581,406
Depreciation      79,271 42,115
Amortisation      5,998 3,180
Increase in stocks      (64,222) —
Increase in debtors      (1,236,538) (56,034)
Increase in creditors      426,078 427,594
 NET CASH INFLOW FROM OPERATING ACTIVITIES    235,508 998,261
b Analysis of cash ﬂ ows for headings netted in the cash ﬂ ow
      Year ended 11 months ended
      28 February 28 February
      2006 2005
      £ £
 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE  
Interest received      113,591 3,408
 NET CASH INFLOW FROM RETURNS ON INVESTMENT AND SERVICING OF FINANCE  113,591 3,408
 CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT  
Purchase of tangible ﬁ xed assets      224,145 61,670
 Purchase of intangible ﬁ xed assets     866,244 294,101
 NET CASH OUTFLOW FOR CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT  1,090,389 355,771
FINANCING  
 Issue of share capital (net of expenses)     2,461,350 1,287,000
 Capital element of ﬁ nance lease rental payments     (8,762) (3,982)
NET CASH INFLOW FROM FINANCING     2,452,588 1,283,018
c Analysis of net funds
     At   At 
     1 March  28 February
     2005 Cash ﬂ ow 2006
     £ £ £
Cash at bank     2,549,002 1,585,587 4,134,589
Overdraft     — (1,144) (1,144)
     2,549,002 1,584,443 4,133,445
Finance leases     (43,173) 8,762 (34,411)
     2,505,829 1,593,205 4,099,034
20 COMMITMENTS UNDER OPERATING LEASES
At 28 February 2006 the Group had annual commitments under non-cancellable operating leases as follows:
      28 February 28 February
      2006 2005
      £ £
Plant and machinery:
Expiring in less than one year      72,599 13,104
Expiring between one and two years     — 110,266
Expiring between two and ﬁ ve years     353,631 100,764
      426,230 224,134
Land and buildings
Expiring in less than one year      28,000 13,104
21 RELATED PARTY TRANSACTIONS
The Group has taken advantage of the exemptions conferred by Financial Reporting Standard 8 from the requirement to make 
disclosure concerning transactions with entities that are owned 90% or more within the Group.
During the year Z GROUP plc provided working capital loans of £65,000 to OnShare Limited, a subsidiary undertaking. 
In addition, costs of £4,473 were recharged to OnShare Limited in the period. A balance of £51,913 remained due from 
OnShare Limited at the year end.
During the year, purchases totalling £22,798 were made from Agency Republic Limited, of which Jon Claydon is a director 
and controlling shareholder. During the year, rent totalling £64,613 was paid to Claydon Heeley Jones Mason Limited, of which 
Jon Claydon is a director and controlling shareholder.
During the year, director’s fees totalling £12,750 were paid to Computer Marketing Services Limited, of which Ian Smith is 
a director and controlling shareholder. During the year, director’s fees totalling £16,500 were paid to Standen Consult Limited, 
of which John Standen is a director and controlling shareholder.
During the year the Group paid commission of £12,000 to Mr A Bekhor, father of Jack Bekhor, Director. 
All these transactions were undertaken on an arms length basis.
Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006
 33 Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006
The Annual General Meeting of Z GROUP plc will be held at Home House, 20 Portman Square, London W1H 6LW, 
on 5 July 2006 at 11:30 am. The business of the meeting will be as follows:
ORDINARY BUSINESS
To consider and, if thought ﬁ t, pass the following Resolutions which will be proposed as Ordinary Resolutions:
Resolution 1
THAT the Directors’ Report and Accounts for the period ended 28 February 2006, together with the Auditors’ Report thereon, 
be received and adopted.
Resolution 2
THAT Jon Claydon, who retires in accordance with the Company’s Articles of Association and, who being eligible, offers himself 
for re-election, be re-elected as a Director.
The Articles of the Company require one third of the directors to retire each year and seek re-election at the AGM. Jon Claydon 
volunteered to retire this year and the board recommends his re-election by the shareholders.
Resolution 3
THAT Baker Tilly be re-appointed as auditors of the Company from the conclusion of this meeting until the conclusion of the 
next Annual General Meeting at which accounts are laid before the shareholders in accordance with the provisions of the 
Companies Act 1985 and their remuneration be ﬁ xed by the board.
SPECIAL BUSINESS 
To consider and if thought ﬁ t, (and subject in the case of resolution 5 to the passing of resolution 4) pass the following resolutions 
which in the case of resolution 4 will be proposed as an ordinary resolution and in the case of resolution 5 will be proposed 
as a special resolution:
Resolution 4
THAT the directors of the Company be and are hereby generally and unconditionally authorised in accordance with Section 80 
of the Companies Act 1985 (“the Act”) (in substitution for all existing authorities under the said Section 80) to exercise all 
the powers of the Company to allot relevant securities (within the meaning of the said Section 80) up to 324,510 ordinary 
shares of 5p each provided that this authority shall expire at the conclusion of the next Annual General Meeting of the 
Company after the passing of this resolution (or if earlier, 5 October 2007) and provided further that the Company may before 
such expiry make any offers or agreements which would or might require relevant securities to be allotted after such expiry.
Resolution 5 
THAT the directors of the Company be and are hereby empowered pursuant to Section 95(1) of the Act to allot equity securities 
(within the meaning of Section 94(2) of the Act) for cash as if Section 89(1) of the Act did not apply to any such allotment, 
provided that this power shall be limited to:
a.  the allotment of equity securities in connection with a rights issue in favour of the holders of ordinary shares (notwithstanding that, 
by reason of such exclusions or other arrangements as the directors may deem necessary or desirable to deal with 
fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory 
body or any stock exchange in, any territory, the equity securities to be issued are not offered to all such holders in proportion 
to the number of ordinary shares held by each of them); and
b.   the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal value 
of £97,353.
and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution 
(or, if earlier on 5 October 2007), save that the Company may before such expiry make any offers or agreements which 
would or might require equity securities to be allotted after such expiry.
By order of the board
EVERSECRETARY LTD
Company Secretary
The Glassmill
1 Battersea Bridge Road
London SW11 3BZ
NOTES:
1  A member of the Company entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend 
and, on a poll, to vote on his or her behalf. A proxy need not also be a member. Completion and return of a Form of Proxy 
will not preclude a member from attending and voting at the meeting should the member so decide.
2.  To be valid, the enclosed Form of Proxy must be completed and returned so as to reach the Company’s Registrars, 
Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 11:00 am on 3 July 2006.
3.  To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determining the number of votes 
a member may cast), members must be entered on the Register of Members of the Company by 5:00 pm on 3 July 2006.
4.  The following documents will be available for inspection during normal business hours at the Company’s registered ofﬁ ce 
up until the date of the Annual General Meeting and at the place of the meeting from 11:30 am on 5 July 2006 until the 
end of the meeting:
 i) the audited consolidated accounts of the Company for the ﬁ nancial period ended 28 February 2006;
 ii) the Register of Directors’ interests in the capital of the Company; and
 iii) a copy of the Memorandum and Articles of Association of the Company.
NOTICE OF ANNUAL GENERAL MEETING Z GROUP plc
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
 34 Z GROUP plc
ANNUAL REPORT AND ACCOUNTS 2006 FORM OF PROXY Z GROUP plc
For use at the Annual General Meeting to be held at Home House, 20 Portman Square, London W1H 6LW on 5 July 2006 
at 11:30 am.
I/We .......................................................................................................................................................................................
(BLOCK CAPITALS PLEASE)
of ............................................................................................................................................................................................
(ADDRESS)
being (a) member(s) of Z GROUP plc hereby appoint the Chairman of the meeting 
or* ..........................................................................................................................................................................................
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Home House, 
20 Portman Square, London W1H 6LW on 5 July 2006 at 11:30 am and at any adjournment thereof.
I/we wish my/our proxy to vote in respect of the resolutions to be proposed at the Annual General Meeting as indicated below 
(please indicate with an X in the space below how you wish your vote to be cast)
  Ordinary Resolutions FOR AGAINST WITHHELD
 1. To receive the Accounts and Directors’ and Auditors’ Reports
 2. To re-elect Mr Jon Claydon as a Director
 3. To re-appoint Baker Tilly as Auditors
  Special Resolutions
 4. T o allot relevant securities up to 324,510 ordinary shares of 5p each
 5. T o allot equity securities up to an aggregate nominal value of £97,353
If this form is signed and returned without any indication as to how the proxy shall vote, he will exercise his discretion 
as to both how he votes (including as to any amendments to the resolutions) and whether or not he abstains from voting.
Signature  ....................................................................... Date  ............................................................................................
NOTES
* You may, if you wish, delete the words “the Chairman of the meeting” and insert here the names(s) of the person(s) of your 
choice, who need not be a member of the Company, to attend and vote at the Annual General Meeting on your behalf. 
To be valid this form must be lodged at the ofﬁ ces of Capita Registrars, PO BOX 25, Beckenham, Kent BR3 4BR not 
less than 48 hours before the time of the Annual General Meeting. Completion and return of this form shall not preclude 
a member from attending and voting at the Annual General Meeting or at any adjournment thereof.
A corporation must have this form executed under its common seal (or such form of execution as has the same effect) 
or on its behalf by an attorney or a duly authorised Ofﬁ cer of the corporation.
If this form is executed under a power of attorney or other authority, the original power of attorney or notarially certiﬁ ed copy 
thereof must be lodged at the ofﬁ ces of Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4BR 
together with this form.
In the case of joint holders, any one holder may sign but if more than one votes, the vote of the ﬁ rst named on the register 
of members will be accepted to the exclusion of the other joint holders.
✂ Capita Registrars (Proxies)
PO BOX 25
BECKENHAM
Kent BR3 4BR
BUSINESS REPLY SERVICE
Licence No. MB122
FIRST FOLD
SECOND FOLD
THIRD FOLD AND TUCK IN Z GROUP plc (Z GROUP) is a proﬁ table marketing-led 
Internet technology services company that sources 
and creates best of breed technologies, which 
are commercialised through proven marketing 
techniques. Z GROUP together with its subsidiaries 
(the Group) delivers cutting-edge, user-friendly 
and affordable software services to mass consumer 
markets. Z GROUP was admitted to the 
Alternative Investment Market (AIM) in June 2005 
to enhance its proﬁ le among customers and 
prospective partners.
 
CORPORATE STATEMENT
“ We are delighted with our 
success this year achieving 
record proﬁ ts yet again and 
we are very excited about the 
investment we have made 
in our new products, which 
we will continue to build on 
in the future.”
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
T HE D ESIGN P OR TFOLIO
a member of the flathill communications group plc
www.flathillplc.com
designed & produced by
Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006 Z GROUP plc 
ANNUAL REPORT AND ACCOUNTS 2006
Z GROUP plc
The Glassmill
1 Battersea Bridge Road
London SW11 3BZ
Tel:  +44 (0)870 011 1173
Fax:  +44 (0)870 705 1393
www.zgroupplc.com
corporate@zgroupplc.com
Z GROUP plc ANNUAL REPORT AND ACCOUNTS 2006