iTOUCH ANNUAL REPORT AND ACCOUNTS 2004 Austria
Australia
Belgium
Denmark 
Estonia
Finland
France
Germany
Ireland
Latvia 
Lithuania
Morocco
Netherlands
New Zealand
Norway 
Poland
Portugal
Romania
Russia
South Africa
Spain
Sweden 
Switzerland
United Kingdom
Ukraine 1
iTouch is a media company that reaches
well over 400m mobile users through its presence 
in 25 countries and connectivity to 95 network operators.
This extended geographic footprint acquired through Jippii
enables iTouch to drive its robust and proven business
model into countries with favourable market conditions.
Generating significant download volumes, coupled with
strong brand ownership and continued focus on the 
data savvy youth market, reinforces iTouch’s position 
as one of the leading European mobile entertainment
service providers.
Contents
2 Chairman’s Statement
3 Financial Highlights
4 Chief Executive’s Statement
6 Review of the year
12 Financial Review
14 Board of Directors
14 Advisors, Registered Office and Company Secretary
15 Directors’ Report
17 Remuneration Report
21 Corporate Governance
23 Auditors’ Report
24 Accounting Policies
25 Group Profit and Loss Account
26 Statement of Group Total Recognised Gains and Losses
26 Reconciliation of Movement in Total Shareholders’ Funds
27 Group Balance Sheet
28 Company Balance Sheet
29 Group Cash Flow Statement
30 Notes to the Financial Statements
47 Non-Financial Operating Data
50 Notice of Annual General Meeting
51 Shareholder Information
52 Group Directory
Over 400m
mobile users
During the year, iTouch signed an important
global licensing agreement with For-side.com,
a leading Japanese mobile services provider.
The agreement gives the Group access to
their vast range of content as well
as 3G know-how as European
operators begin to roll-out
their 3G services.
Japan Chairman’s Statement
2
With the continuing development of the
mobile data market and the ever increasing
sophistication of mobile phones and users,
these are exciting times for iTouch.
Ivan Fallon Chairman
focus has been to acquire and integrate
Jippii, leverage our international presence
and develop our consumer brands to
secure a strong position as one of the
leading providers of mobile content in 
the world. We believe we are extremely
well positioned to take advantage of the
forecast growth in demand for mobile
content across Europe and beyond and 
we approach 2005 with confidence that 
it will be another year of significant
progress for the Group.
Ivan Fallon
Chairman
29 March 2005
provider based in Tokyo and listed on
JASDAQ. The agreement gives the Group
access to their vast range of content as
well as 3G know-how as European
operators begin to roll-out their 3G services.
For-side also made a strategic investment
in the Company purchasing 18.25m shares
at 29p each, representing 4.5% of the
enlarged share capital.
On 14 May 2004, Roland Denning joined
the Board of iTouch as a Non-Executive
Director. He brings an exceptional range of
experience and knowledge to the Group
which will be invaluable to us as iTouch
continues on its rapid expansion path.
On behalf of the Board, I would like to
welcome him to the Group. 
On 14 March 2005, we agreed to dispose
of iTouch Business Mobility, the corporate
PDA business, to continue our focus on
the consumer data market.
On the same date Avi Azulai resigned from
the Board. On behalf of the Board I would
like to thank Avi for his tremendous efforts
in helping establish iTouch as one of the
leading companies in the mobile data
market and wish him luck and every
success in his new ventures.
This has been a landmark year for the
Group which is reflected in another
excellent set of financial results. Our main
I am delighted to report on yet another
year of impressive growth for iTouch.
2004 saw the successful acquisition
and integration of Jippii, the Finnish
mobile services provider, for £8m and
the enhancement of the Group’s global
content offering through a strategic
agreement with the Japanese company,
For-side. Furthermore, the direct
channel model was rolled out into five
new territories proving that we have
a strong and scalable business model. 
In September, we announced our first
quarter of positive operating cash flow
since IPO. At the end of the year, the
Group had £13.1m cash. 
The final quarter produced an EBITDA
profit (before exceptionals) of £2.3m, an
increase of 142% on the previous year.
Following the acquisition of Jippii, the
Group now has a market presence in
25 countries and is connected to 95
network operators. Jippii alone has
European Premium SMS connectivity with
74 operators and, with a similar business
model to iTouch, the transaction reinforces
the Group’s position as a market leader
in Europe. 
During the year, iTouch signed an
important global licensing agreement with
For-side.com, a leading mobile services 3
Financial Highlights 2004
iTouch provides compelling entertainment
and information for mobile phone users
instantly, anytime, anywhere.
£13.1m
Cash as at 
31 December 2004
£8.1m
EBITDA (before
exceptionals) up £8.2m
(2003: loss of £0.1m)
£78.0m
Revenue up by 29%
(2003: £60.3m)
3G
Third generation mobile technology.
Direct Channel Model
The Direct Channel Model utilises Premium
SMS based shortcodes through which 
mobile phone users can directly access and
purchase a wide range of entertainment and
information services.
IVR 
Interactive Voice Response, a software
application that accepts the combination of
voice telephone input and touch tone keypad
selections and provides appropriate responses
in the form of, for example, voice and fax.
SMS
Short Message Service, enables the
transmission of alphanumeric messages 
of up to 160 characters to and from the 
mobile handset.
Portal
A web destination site that provides a variety
of personalised services from a variety of
content providers.
Affiliate Partners
By partnering with leading affiliate partners
around the world, the Group is able to market
its portfolio of global services in new
territories, extend its brand reach into new
markets and derive additional revenue.
Glossary
Revenue and EBITDA (before exceptionals)
100
80
60
40
20
0
2000 2001
Revenue
2002 2004 2003
-20
EBITDA profit EBITDA loss
(£m) Chief Executive’s Statement
4
I am pleased to report that the past
year has been a period of significant
progress for iTouch, both from a
financial and an operational
perspective. Strong performance
across all financial metrics was
achieved and our position as one
of the leading mobile value added
service providers in Europe was
consolidated.
Excellent financials
iTouch achieved significant financial
milestones during 2004. Group revenue
increased by 29% to £78.0m from
£60.3m in 2003 and EBITDA progressed
to £8.1m up from a loss of £0.1m last
year. We achieved positive cash flow at the
operating level for the first time and profit
before tax (before exceptionals) for the
full year was £3.7m. This strong financial
performance reflects the important
corporate progress iTouch has achieved
during 2004 by scaling the direct channel
model, so successfully pioneered by
Movilisto in Spain, into all iTouch territories.
Strategy for growth
Our overriding aim is to facilitate and
maximise the number of transactions
generated by mobile users through the
iTouch global offering. This will be
achievable through a strategy for growth
underpinned by five key themes:
Extending our distribution into
new territories
In 2004, we launched the direct channel
model in five new territories – Morocco,
Australia, France, Romania and Poland –
taking the total to nine countries before
our acquisition of Jippii Mobile
Entertainment in September. Jippii extends
our distribution to 25 markets, adding
Russia, Switzerland, Belgium and a
number of Eastern European territories. 
In addition, iTouch will pursue further
corporate activity to complement and
enhance our position both in Europe and
in developing markets further afield
such as India, China and South America
where handset penetration is growing
significantly.
Developing the direct channel model
Our direct channel model utilises direct
response television and print advertising
to drive the end user purchase of mobile
content. In 2005, we will invest in
strengthening the Jippii web and mobile
portal offerings as an extension of this
strategy to more firmly establish our own
marketing channels. The web portal, which
is currently live in 21 countries and
localised in 14 languages, allows us to
showcase our wide range of mobile
products. 
Establishing a global youth portal
Jippii is being introduced as the Group’s
youth brand in 2005 to leverage the
advertising spend and encourage users to
regularly visit the community driven web
portal. Our goal is to expand further Jippii’s
market position as one of the leading
youth portals and extend it into new
territories with partners where we do not
already have a presence.
Enhancing our product offering
Although the majority of iTouch’s revenues
in 2004 were still generated from 2G
products and services, we already have
an extensive range of products compatible
with 2.5G handsets. In 2005, we expect
to make rapid progress in providing the
next generation of products and services
to scale into iTouch territories. We will pay
particular attention to key product verticals
such as music, games, gambling, chat
and dating.
Extending our content relationships
During the year, deals were signed with
Dreamworks for Shrek 2, Eurofun for
Shark Tale, Elkware and Mobile2Win for
Java games and Zingy for original hip hop
A-list voice tones. Our customers can now
access an extensive database of items. 
This year we will be looking to build on 
our core relationships and seek out 
2005 will see strong growth in multimedia
data services as we reach critical mass in 
2.5G handset penetration and operators begin
to push 3G services. 
Wayne Pitout Chief Executive 5
original content to leverage our extensive
distribution network.
Staff dedication and commitment
Where 2003 was a year of transformation,
2004 has seen iTouch deliver its maiden
year of profitability. This is testament to the
dedication and commitment of our staff
and, on behalf of myself and the Board,
I would like to thank them all.
Outlook
The mobile data market is set to grow
exponentially in the next few years driven
by penetration of 2.5G handsets and the
launch of 3G. 
By 2008, mobile gaming alone is forecast
to generate $8.4bn, whilst ringtones and 
iTouch licenses content and creates
propositions that we then distribute 
to mobile users by marketing directly 
to end users (e.g. using the shortcode
8181 in the UK), via operator portals 
(e.g. Vodafone Live), or via affiliate
partners (e.g. Siemens).
Content
iTouch
Direct
Model
Operator
Portals
Affiliate
Partners
music will be a $6.7bn industry (source:
Arc Group). With a scalable business model
and a healthy balance sheet, we look
forward to building on our market position
over the next year as we strive to generate
further shareholder value. 
Wayne Pitout
Chief Executive
29 March 2005
3G European
Handset Growth (m)
(source: CSFB)
03 04 05 06 07
1.1
9.9
31.4
72.2
134.1 Review of the year
6
Big Brother
iTouch managed the IVR phone voting for the 5th Big
Brother series with calls soaring to 7.5 million telephone
votes representing a 10% increase on the previous year.
iTouch also collated the vote totals from the various
sources during the shows. The record for the number of
calls taken in one minute (previously held by iTouch for
Pop Idol 2003) was broken on the final night when the
new record was set at 153,000. Siemens
Jippii signed a mobile entertainment solutions agreement with
Siemens Communications to deliver mobile entertainment
content to its handset owners. Siemens’ handset owners gain
access to Jippii’s mobile content such as monophonic and
polyphonic ringtones, black and white logos, colour wallpapers,
Java-games as well as Siemens exclusive content. The content 
is available in 16 European countries including the UK, 
Germany, Spain and Russia and is accessed via the Siemens
Communications web-sites, WAP-sites and embedded
applications in new Siemens mobile phones.
Pepsi 
Jippii ran an ‘on pack’ promotion on over 7 million Pepsi
bottles in Russia. Customers were able to send a text
message and receive a free ringtone and a Pepsi logo for
their phone. The Jippii logo appeared on all 7 million
bottles, thus contributing to the Jippii brand building
campaign at no cost. New CRM data was provided to
Pepsi based on the time of day that people drink 
Pepsi, determined from time of downloads.
Russia Review of the year
Shrek 2 
iTouch signed an important global licensing and
distribution agreement with Eurofun Mobile
Entertainment Channels and Dreamworks for
Shrek 2. iTouch distributes Shrek 2 mobile phone
content through its own direct channels in UK,
Spain, Ireland, Portugal and South Africa.
Content includes games, wallpapers, SMS
greetings and ringtones. This agreement follows
the success of iTouch’s contract with Universal
Studios to originate and distribute all mobile
phone content for The Hulk movie in 2003.  
8 9
Zone4Play 
iTouch signed an agreement with Zone4Play, who
specialise in the development of interactive games
applications, to distribute its extensive database of
gaming, gambling and betting services to iTouch
customers. iTouch provide the latest technology platform
to distribute the products directly to its customers through
its direct mobile channel model and also via its media,
telco and broadcast partners in the UK.
Zone4Play’s extensive range of products include betting
services such as ‘fixed odd’ games, casino games (poker,
blackjack and roulette), a variety of lottery services, instant
tickets, sports book and horse racing services. These
products will be promoted through the traditional iTouch
marketing channels such as web portals and direct
response television advertisements. 
Jippii Portal
iTouch gained ownership of  the Jippii youth
portal through the acquisition in August 2004.
The portal is designed to provide teenagers
with a ‘cool place’ to visit online where 
they can meet likeminded users, chat with
each other and play online games. The 
portal is visited by up to 4.3 million visitors
monthly and is live in 21 countries and
localised in 14 languages. Visitors play
up to 30 million games against each other
online every month. 
United Kingdom
Finland Ladbrokes
iTouch UK launched a new 10p/min racing
service with its long standing client, Ladbrokes,
a major UK betting group. The new service
replaced the previous 60p/min premium rate
service which offered customers racing
commentary on horses and greyhounds.  
In addition to the commentary, the 10p/min
service provides improved interactivity
allowing customers to out dial directly to the
Ladbrokes call centre for bet placement.
United Kingdom
Review of the year
10 The impact of 3G 
Over the next few years, increased activity in 
the 3G services market is envisaged following
3G roll-outs from Vodafone, Orange and
3 networks in the UK. 3G technology allows users
to download data at a faster rate than before
enabling customers to access video calls, full track
music downloads and enhanced gaming products.
It is iTouch’s intention to prepare for 3G by building
capability in new product verticals such as music
and gaming.
Telstra Online SMS
iTouch Australia developed and managed Telstra’s corporate 
SMS messaging platform, Online SMS. The product allows Telstra
corporate customers to send and receive SMS messages to and
from their PC or email application, providing a low cost solution to
contact large volumes of recipients. This development has assisted
the growth of the product to a user base of 20,000 corporate users,
generating over 700,000 messages per month. Development of a
consumer version is near completion which will allow customers
access to SMS from their home PC.
11
Australia Financial Review
12
Set out below is the financial review
of iTouch’s results for the year to
31 December 2004. The purpose of
this review is to outline key aspects of
the Group’s performance over the last
year and its financial position.
Turnover
Revenue in 2004 increased 29% to
£78.0m from £60.3m in 2003. 
Growth in the European operations has
been driven by a full year of Movilisto
together with four months of Jippii and
the roll-out of the direct channel model
into other territories. Revenue in this
segment increased 23% to £57.7m from
£46.8m. Jippii contributed £3.4m in
turnover since acquisition.
In the Rest of the World segment growth
has been driven by the launch of the direct
channel model in Australia and South
Africa. Revenues have increased by 51%
in the year to £20.4m.
The success of the direct channel model
within our single business segment resulted
in consumer data revenues growing 229%
from £14.8m in 2003 to £48.6m in 2004.
Consumer data comprises information,
entertainment and messaging products
provided to consumers via iTouch brands
and affiliate partners. Other data revenues
declined slightly from £14.4m to £14.2m
whilst IVR revenues decreased from
£31.1m to £15.2m reflecting our strategy
of focusing on consumer data.
Gross margin
Gross margin has improved from 43% in
2003 to 57% in 2004 as a result of the
increased proportion of higher margin
consumer data revenues arising from the
direct channel model. We expect further
progression in gross margin as the revenue
mix evolves in line with our strategy.
Marketing costs
The Group continues to invest in its brands
and market position with selling expenses
increasing to £18.4m in 2004 from £7.3m
in 2003. Advertising comprised 24% of
revenue in 2004 compared to 12% in 2003.
Administrative costs
General administration costs were
down 4% on the prior year, despite
the acquisitions of Movilisto and Jippii, as
the Group continues to make significant
efficiencies in its cost base. The Group is
currently integrating Jippii and reviewing
a number of other areas where further
efficiencies can be made. 
EBITDA 
EBITDA profit (before exceptionals) of
£8.1m was a significant improvement
on the loss of £0.1m in 2003. This was
despite significant investment in launches
into new territories and in the territories
acquired with Jippii as we continue to roll
-out our direct channel model. Investment
in new territories has been considerable,
especially in France and Russia, which are
expected to be areas of strong growth in
future years. The Russian team is currently
increasing the brand awareness of Jippii
and testing new marketing channels in the
region. Organic launches into territories
such as France and Poland generated
£1.9m in revenues but incurred a total
loss of £0.4m in the year. Excluding France,
Poland, Jippii and the disposal of the iTBM
business (note 30), the Group EBITDA
(before exceptionals) was £9.2m,
amargin of 13%.
iTouch has achieved its maiden year
of positive EBITDA, Profit Before Tax
and Operating Cash Flow.
Michael Le Houx Finance Director
Share of consumer data revenues 
IVR
20%
Other
data
18%
Consumer
data
62% 13
Exceptional and non-cash items
An impairment charge of £1.4m was 
made in the year against goodwill on the
disposed iTBM business (note 30). Other
exceptional items, totalling £0.6m, arose
due to restructuring of Jippii and the
Australian business after the introduction
of the direct channel model and deal costs
for aborted transactions.
Goodwill amortisation increased 5%
to £3.5m in 2004 due to a full year
of Movilisto and four months of Jippii
amortisation offset by a reduction due
to the impairment charge taken at the
end of 2003.
Depreciation and loss on disposal reduced
to £1.1m in 2004 from £1.9m in 2003
reflecting consolidation of the Group’s data
platforms and leverage of the technology
infrastructure.
Profit before tax 
The Group achieved a maiden profit before
tax of £1.8m improving from a loss of
£13.5m in 2003. After removing exceptional
items the profit increased to £3.7m in
2004 from a loss of £4.9m in 2003.
Net interest income in the Group has
decreased in the year to £0.2m. This is
due to lower average cash holdings in
2004 and a full year of invoice discounting
costs in Movilisto, where debtor payment
terms are particularly long.
Taxation
Tax has increased to £1.9m from £1.6m
in 2003, largely due to good profitability
in Spain offset by the cost of new territory
launches. Taxation elsewhere in the Group
is minimal due to utilisation of brought
forward losses.
Earnings/(Loss) per share
The group recorded a negligible loss
per share in 2004 an improvement from
(4.5p) in 2003. The adjusted earnings per
share from continuing operations, before
depreciation, amortisation, share incentive
scheme charge, business to be disposed
and exceptional items was 1.7p, up 2.2p
from a loss of (0.5p) in 2003.
Cash flows
Cash at 31 December 2004 was £13.1m,
down from £16.3m at the beginning of
the year, due largely to acquisitions.
The Group achieved its first full year of
operating cash inflows of £3.5m (2003:
outflow of £2.6m). Taxation payments
were £2.3m (2003: £2.8m) and capital
expenditure was £0.9m (2003: £0.9m).
Net outflow relating to acquisitions was
£9.5m (2003: £6.5m) which included
Jippii and a small amount paid in relation
to the Movilisto transaction.
A share placing to For-side.com raised a
net £5.3m and was used to partially fund
the Jippii acquisition. Interest receipts fell
to £0.2m from £0.4m in 2003.
Corporate activity
On 4 August 2004, For-Side.com made
a strategic investment of £5.3 million in
iTouch, subscribing for 18.25 million shares
at 29p each, representing 4.5% of the
Company’s enlarged share capital. As
noted above, the funds were used to
acquire Jippii.
On 31 August 2004, iTouch completed the
acquisition of Jippii Mobile Entertainment
Oy. Initial consideration was £8.0m and
fees relating to the acquisition, including
Finnish transfer tax, totalled £1.3m. Net
assets, after revaluations and alignment 
of accounting policies, totalled £0.4m
resulting in goodwill of £8.9m, which
is being amortised over 10 years.
Treasury Policy
Foreign currency
As a large proportion of the Group’s
operations are outside of the UK,
translation of results and net assets into
Sterling could have a significant effect on
the Group’s reported results and balance
sheet. The main exposures are to the Euro,
South African Rand, Australian Dollar,
United States Dollar, Russian Rouble and
the New Zealand Dollar. The Group does
not externally hedge this exposure as it is
an accounting rather than cash exposure.
However, it does mitigate the risk by
ensuring inter-company trading balances
are settled regularly and also funding
balances are treated as hedges against
net investment wherever possible.
Investment in cash
The Group has an agreed policy for the
investment of surplus cash. The majority
of funds are held in the UK in Sterling or
in Spain in Euros. All overseas balances are
held in approved local banks. Investments
may be made, subject to agreed limits, in
bank deposits, gilts, certificates of deposit
and cash management funds. The maturity
profile of investments is managed taking
into account the Group’s future cash
requirements. The Group does not
undertake speculative transactions.
Subsequent event
The sale of iTouch Business Mobility
(‘iTBM’) was signed on 14 March 2005.
Note 30 on page 46 provides details of
the transaction.
IFRS
The anticipated impact of IFRS is set out
in the Directors’ Report.
Michael Le Houx
Finance Director
29 March 2005
Cash Bridging
(£m)
20
18
16
14
12
10
8
6
4
2
0
Cash as at 31/12/2003
Cash Outflow
Cash Inflow
Operating cash flow
Taxation
Capex
Acq. costs
Other flows
Cash as at 31/12/2004 Board of Directors as at 29 March 2005
14
Ivan Fallon (60) 
1
Chairman: was appointed to the Board of iTouch plc as Non-Executive
Chairman on 15 February 2000. He took up the position of Chief
Executive of Independent News & Media (UK) in September
2002, and was previously Chief Executive of Independent News
& Media (South Africa) (Pty) Limited. He is also a Director of
Independent News & Media PLC. Prior to joining Independent
News & Media, he was deputy editor and business editor of The
Sunday Times of London and a member of the Board of Times
Newspapers Limited. He is also a Non-Executive Director of
NBrown Group PLC.
Wayne Pitout (43)
Chief Executive: is a founding member of the Group and was
appointed as a Director to the Board on 15 February 2000.
Prior to joining the Group, he was marketing manager at
Communication Frontiers (Pty) Limited, responsible for all
marketing activities related to the launch of the French Minitel
terminal in South Africa.
Michael Le Houx (45)
Finance Director: joined the Board on 11 August 2003. Prior
to joining iTouch plc, he was Finance Director of The Terence
Chapman Group Plc, the specialist provider of business and
IT consultancy services to the financial sector. He also serves
as Company Secretary and is a member of the Chartered
Institute of Management Accountants.
Brendan Hopkins (51) 
1
Non-Executive Director: was appointed to the Board on 
18 January 2000. He is Chief Executive Officer of APN News
& Media Limited, the leading Australasian newspaper, radio and
outdoor advertising group. He was previously Chief Executive of
Independent News & Media (UK) and also Executive Chairman
of Belfast Telegraph Newspapers.
Gavin O’Reilly (38) 
Non-Executive Director: was appointed to the Board on
8 September 2003. He is the Group Chief Operating Officer
of Independent News & Media PLC, a position he has served in
since December 2001. He joined the international media group
in 1993 and has held various roles. He is also President-elect of
the World Association of Newspapers, Chairman of the National
Newspapers of Ireland, Chairman of Dromoland Castle Hotel and
serves on the boards of Independent News & Media PLC and its
subsidiaries, Ashford Castle Hotel, Norkom Technologies, and
numerous charitable foundations including the Ireland Funds. 
Roger Parry (51) 
2
Non-Executive Director: joined the Board on 22 March 2000.
He is Chairman and Chief Executive Officer of Clear Channel
International Limited, part of Clear Channel Worldwide Inc. He is
Non-Executive Chairman of Johnston Press plc and The Future
Network plc and a Trustee of the Globe Theatre. He is Chairman
of the Remuneration Committee.
Christopher Rowlands (53) 
2
Non-Executive Director: was appointed to the Board on
20 December 2002. A Chartered Accountant, he was previously
Chief Executive of the Television Corporation plc, HTV Group plc
and Deputy Group Finance Director of ASDA Group plc, and
then Deputy Managing Director of its property interests. He is
a Non-Executive Director of Deutsche Equity Income Trust plc.
He is Chairman of the Audit Committee. 
Roland Denning (58) 
Non-Executive Director: Roland started his marketing career at
Unilever where he spent 12 years before moving to Jardine
Matheson in 1977 as Group General Manager based in Hong
Kong and then on to Sears plc in 1984 where he was an
Executive Director. Roland is Chairman of LadyPace, Longville
Group, LK Group and Faith Shoes.
David Sculley (58) 
1 2
Non-Executive Director: joined the Board on 22 March 2000.
He is a partner in Sculley Brothers LLC, a private investment 
group based in Pittsburgh and New York. He is also a director
of Waterford Wedgwood PLC. He is Chairman of the 
Nomination Committee.
1 Member of the Nomination Committee
2 Member of the Audit and Remuneration Committees
Advisors, Registered Office and Company Secretary
Registrar
Computershare Services plc
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
Principal Bankers
Lloyds TSB Bank plc
25 Gresham Street
London EC2V 7HN
Auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
Stockbroker
Collins Stewart Ltd
9th Floor
88 Wood Street
London EC2V 7QR
Financial Advisors
Close Brothers 
Corporate Finance
10 Crown Place
Clifton Street
London EC2A 4FT
Registered office
Avalon House
57-63 Scrutton Street
London EC2A 4PF
Company Secretary
M A Le Houx  15
The Directors present their report and audited financial statements
for the year ended 31 December 2004.
Principal activities
iTouch plc (’the Company’) and its subsidiaries (‘the Group’)
primarily provide information, entertainment and messaging
services to customers via short message services and premium
rate telephone calls.
The Group operates in 25 countries across the world, with
principal focus on Europe.
During the year the Company purchased the Jippii group of
companies operating in 20 countries in Europe. The acquisition
increased the Group’s scale, reach and volume of transactions
(see note 22).
A more detailed review of the business of the Group and an
indication of likely future developments are contained in the
Chairman’s Statement on page 2, the Chief Executive’s Statement
on pages 4 and 5 and the Financial Review on pages 12 and 13.
Results and dividends 
The consolidated profit and loss account is set out on page 25
of the financial statements. The loss for the year was £0.2m
(2003: £15.1m).
The Directors do not propose a dividend for the year (2003: £nil).
Impact of International Financial Reporting Standards (IFRS)
The Company, in conjunction with external advisors, is undertaking
a review of the impact that the adoption of IFRS will have on its
results. This includes the training of key personnel and updating
of the internal financial systems. As the review is not yet
complete, it is not possible to quantify the differences.
Directors and their interests
The names of the Directors at the date of this report, together
with their biographical details, are set out on page 14. The
interests of Directors in the Ordinary Shares of the Company
and share options are given in the Remuneration Report on
pages 19 and 20. All the Directors held office throughout the
year other than Roland Denning who was appointed as a Director
on 14 May 2004. Avi Azulai resigned on 14 March 2005.
In accordance with the Articles of Association, Roland Denning
who was appointed during the year, retires at the Annual General
Meeting and will offer himself for election. In addition, Ivan Fallon,
Brendan Hopkins and Christopher Rowlands retire by rotation and,
being eligible, will offer themselves for re-election at the Annual
General Meeting.
None of the Directors had a material interest in any contract of
significance to which the Company or any of its subsidiaries was a
party during the financial year, except for those Directors who are
also Directors of Independent News & Media PLC. Transactions
with Independent News & Media PLC are set out in notes 28 and
29 to the financial statements.
Substantial shareholdings
The Directors are not aware of any holding in the ordinary share
capital of iTouch plc which at 21 March 2005 exceeded 3%
except as follows: 
Independent News & Media PLC 34.7%
K.B. (C.I.) Nominees Ltd 8.7%*
Oppenheimer Investment Funds 5.2%
TR European Growth Trust plc 4.9%
For-side.com 4.5%
Karl Atle Kittlesen 3.4%
*Held as to 23,400,000 ordinary shares by a discretionary trust, the
beneficiary being Wayne Pitout and his family and 12,200,000 ordinary
shares by a discretionary trust, the beneficiary being Avi Azulai and his
family.
Placing of shares
On 4 August 2004, the Company raised approximately £5.3m
before expenses through a placing for cash of 18,248,276
new Ordinary Shares of 1p each. The shares were placed with
For-side.com, a Japanese mobile data company, at a placing
price of 29p per share.
Share capital and reserves
A statement of changes in the Share Capital of the Company is
set out in note 16 to the financial statements. 
At an Extraordinary General Meeting, on 14 May 2004, the
Deferred Shares of 1p each were transferred to Richard Abigail,
an employee of the Company. The shares were subsequently
purchased from Richard Abigail for the sum of £0.01 and then
cancelled.
Political and charitable contributions
No political donations were made during the period. Charitable
donations of £68 (2003: £277) were made in the year.
Creditor payment terms
It is the Group’s policy to agree terms of transactions, including
payment terms, with suppliers and, provided suppliers perform
in accordance with the agreed terms, it is the Group’s normal
practice that payment is made accordingly.
Directors’ Report  Directors’ Report continued
16
The number of days outstanding between receipt of invoices and
date of payment, calculated by reference to the amount owed
to trade creditors at 31 December 2004 as a proportion of the
amounts invoiced by suppliers during the period, was 70 days
(2003: 79 days) in aggregate for the Group, and 12 days
(2003: 30 days) for the Company.
Environmental policy
The Group is aware that it impacts the environment both directly
through the consumption of energy and other resources used
throughout its business operations and indirectly through its
supply chain. However, where the Group can, it acts responsibly
and is aware of its obligations at all times. 
The key areas relevant to the Group include electronic
communication and recycling. Every Group employee is
connected via email and all local operating offices must comply
with local environmental regulations. The Group aims to reduce
its effect on the environment by reducing waste and using energy
more efficiently. Promotion of recycling programmes are
encouraged and will be developed further in the future.
Employee policy and involvement
The Group encourages employee involvement in the business
at all levels with the human capital of iTouch being the key to
continuing success. Managers are remunerated according to
results wherever possible.
Employees are kept informed of issues affecting the Group
through formal and informal meetings. Members of the
management team regularly visit all Group locations and discuss
matters of current interest and concern with employees.
A monthly newsletter, highlighting key operational achievements,
is produced and sent to all employees. Staff are updated on the
Group’s financial results and operational highlights every quarter.
It is the Group’s policy to consider fully application for employment
from disabled people and to assist with their training and career
development, having regard to particular aptitudes and abilities.
Every endeavour is made to find suitable alternative employment
and to re-train any employee who becomes disabled while
serving the Group.
Auditors
PricewaterhouseCoopers LLP have indicated their willingness to
continue in office and a resolution reappointing them as auditors
and authorising the Directors to determine their remuneration will
be proposed at the Annual General Meeting.
Annual General Meeting
The Notice describing the ordinary and special business to be
dealt with at the Company’s Annual General Meeting to be held
on 13 May 2005 is set out at the end of this Annual Report on
page 50. 
The special business of the meeting includes Resolution 7 to
receive and adopt the Report of the Remuneration Committee
and Resolution 8 to authorise Directors to allot pursuant to
Section 80 of the Companies Act 1985 (‘the Act’) up to
135,850,459 shares amounting to £1,358,504.59 of share capital
representing one third of the Company’s issued ordinary share
capital as at 29 March 2005. The Directors have no present
intention to exercise this authority to allot shares. If approved, this
authority will expire at the earlier of the conclusion of the next
Annual General Meeting when the Directors intend to seek
renewal of the authority or 12 August 2006.
Resolution 9 is a special resolution and refers to the proposed
disapplication of shareholders’ pre-emption rights in the instance
of allotments for cash of up to 20,377,569 shares being
£203,775.69 of share capital representing 5% of the issued
ordinary share capital at 29 March 2004. Resolution 9 also
enables the Company, in the event of a rights issue or open offer,
to meet certain practical difficulties which may arise in connection
with fractional entitlements or in respect of overseas shareholders
as a result of local laws and which prevent shares from being
issued strictly pro rata. If approved, the authority will expire at
the conclusion of the earlier of the next Annual General Meeting
when the Directors intend to seek renewal of the authority or
12 August 2006.
Details of Proxy voting will be disclosed at the AGM.
By order of the Board
M A Le Houx
Secretary
29 March 2005  17
This Report has been prepared in accordance with the Directors’
Remuneration Report Regulations 2002 which introduced statutory
requirements for the disclosure of Directors’ remuneration in
respect of periods ending on or after 31 December 2002. The
Report also meets the relevant requirements of the Listing Rules
of the Financial Services Authority. As required by the Regulations,
a resolution to approve the report will be proposed at the Annual
General Meeting.
The Regulations require the Auditors to report to the Company’s
members on the ‘auditable part’ (indicated *) of this Report and
to state, in their opinion, that part of the Report has been properly
prepared in accordance with the Companies Act 1985 (as
amended by the Regulations).
Membership and role of the Remuneration Committee
The Remuneration Committee is responsible for making
recommendations to the Board on the remuneration of Executive
Directors. The Remuneration Committee of the Board consists
only of independent Non-Executive Directors of the Company.
The Committee is chaired by Roger Parry. The other members
during the year were David Sculley and Christopher Rowlands.
None of the members of the Committee has any personal
financial interest, other than as shareholders, in the matters to
be decided by the Committee.
Remuneration policy
The general policy of the Committee is to ensure that the
remuneration aligns the interests of management and shareholders.
The objectives of the executive remuneration programme are to
provide competitive rewards, which will attract and retain high
calibre management and which reflect individual responsibilities
and experience; and to provide incentive arrangements which
are subject to challenging performance targets that reflect the
Company’s objectives and which motivate executives to focus
on both annual and longer-term performance.
When appropriate, the Remuneration Committee invites the
views of the Executive Directors and will commission reports
from expert remuneration consultants. No material external
advice was sought in 2004. The results of market surveys and
other analyses from external sources are also made available
to the Remuneration Committee, which has resolved to review
its policy with the Board on a regular basis to ensure it continues
to meet the Company’s requirements and to comply with
best practice.
Directors’ remuneration
The main components of the Executive Directors’ remuneration are:
Salaries and benefits
The base salaries are reviewed annually to take into account
the roles, responsibilities, performance and experience of the
individuals and information obtained from published market data
on the salary rates for similar positions. Executive Directors also
receive relocation and overseas living allowances. No pension or
other benefits are provided.
Bonuses
All senior executives are eligible for an annual performance-
related bonus. The bonus is designed to provide an incentive to
achieve and exceed targets set by the Board and to ensure that
annual remuneration is aligned to the Group’s performance.
Wayne Pitout, Avi Azulai and Michael Le Houx were entitled to
receive an annual targeted bonus dependent upon the performance
of the Company in the year to 31 December 2004. The bonus
for 2004 was limited to 100% of base salary and was payable on
achievement of an EBITDA target. The structure was that 40% of
the bonus would be by way of cash and 60% by way of share
options. As the Company did not meet the target in the year to
31 December 2004, no bonuses were paid to any Director in
respect of 2004. However the Remuneration Committee did
approve a special bonus to Wayne Pitout and Michael Le Houx
of £25,000 each relating to the acquisition of Jippii Mobile
Entertainment Oy.
Remuneration Report Remuneration Report continued
18
Share options*
The Remuneration Committee believes that share ownership by
the Executive Directors increases the link between the interests
of the Company’s shareholders and the Directors.
In most cases, share options that are exercisable will vest at the
rate of 25% per annum. All grants post flotation are subject to a
performance condition approved by the Remuneration Committee.
Share options lapse on resignation.
The performance condition applicable to all Directors’ and
employees’ share options requires that the Company’s share
price should increase by the Harmonised Index of Consumer
Prices (‘HICP’) plus 10% each year before the options vest.
The Committee considers that a share price increase of HICP
plus 10% should be expected and that if, and only if, this is
achieved, the Executive Directors should have the option of
participating in the increase.
If the share price performance condition is met the composition
of each Director’s remuneration for 2004 from salary, benefits
and options granted will be as follows:
Non-performance Performance
related related
Wayne Pitout 89% 11%
Avi Azulai 100% 0%
Michael Le Houx 74% 26%
Roland Denning 100% 0%
Ivan Fallon 100% 0%
Brendan Hopkins 100% 0%
Gavin O’Reilly 100% 0%
Roger Parry 100% 0%
Christopher Rowlands 100% 0%
David Sculley 100% 0%
Non-Executive Directors*
The remuneration of the Non-Executive Directors is established
by the Board of Directors as a whole and details of each
individual Non-Executive Director’s remuneration are included
in the table above. With the exception of Ivan Fallon, the Non-
Executive Directors do not participate in the Company’s share
option schemes. Details of Ivan Fallon’s participation are given
on page 19. Roland Denning was appointed as a Non-Executive
Director on 14 May 2004 and is paid £25,000 per annum.
The appointment of the Non-Executive Directors are on one year
terms, except for Gavin O’Reilly and Christopher Rowlands who
are on three year terms, and the terms of their engagement are
set out in letters of appointment which set out their duties and
responsibilities and confirm their remuneration. Each of these
appointments may be terminated at any time by the Company
without payment of compensation.
Aggregate remuneration*
The total amounts of Directors’ remuneration and other benefits are shown below:
2004 2003
Cash benefits
Salary and Bonus Total Total
Allowances
£££££
Executive Directors
Wayne Pitout 190,000 3,000 25,000 218,000 189,000
Avi Azulai 114,552 3,000 – 117,552 173,000
Michael Le Houx 162,000 – 25,000 187,000 62,667
Non-Executive Directors
Roland Denning 15,789 – – 15,789 –
Ivan Fallon 85,000 – – 85,000 85,000
Brendan Hopkins 25,000 – – 25,000 25,000
Gavin O’Reilly 25,000 – – 25,000 7,860
James Parkinson – – – – 17,235
Roger Parry 25,000 – – 25,000 25,000
Christopher Rowlands 30,000 – – 30,000 30,000
David Sculley 25,000 – – 25,000 25,000
Total 697,341 6,000 50,000 753,341 639,762 19
Options granted to Directors*
The share options held by each Director at 31 December 2004 are as follows:
Options held at Options held at
Date of 31 December Granted 31 December Option Vesting Options Last expiry
grant 2003 in year 2004 price dates vested date
Wayne Pitout 21.5.03 1,000,000 – 1,000,000 22.75p 25% each 250,000 2013
anniversary
15.12.03 600,000 – 600,000 29.50p 25% each 150,000 2013
anniversary
1,600,000 – 1,600,000 400,000
Avi Azulai 21.5.03 1,000,000 – 1,000,000 22.75p 25% each 250,000 2013
anniversary
15.12.03 400,000 – 400,000 29.50p 25% each 100,000 2013
anniversary
1,400,000 – 1,400,000 350,000 
Michael Le Houx 20.11.03 700,000 – 700,000 27.25p 25% each 175,000 2013
anniversary
15.12.03600,000 – 600,000 29.50p 25% each 150,000 2013
anniversary
17.3.04 – 150,000 150,000 33.50p 25% each – 2014
anniversary
9.9.04 – 150,000 150,000 27.40p 25% each – 2014
anniversary
1,300,000 300,000 1,600,000 325,000 
Ivan Fallon 30.6.00 1,122,222 – 1,122,222 25p 1,122,222 2010
21.5.03500,000 – 500,000 22.75p 25% each 125,000 2013
anniversary
15.12.03400,000 – 400,000 29.50p 25% each 100,000 2013
anniversary
2,022,222 – 2,022,222 1,347,222
Notes
1. The market price of an iTouch plc ordinary share at 31 December 2004 was 32.75p. The highest price reached by iTouch plc shares during the year to
31 December 2004 was 36.75p and the lowest was 24.50p.
2. Options granted during 2004 were at market price and nil initial cost to the Company and individual.
3. Avi Azulai resigned on 14 March 2005. The Remuneration Committee has granted that he has until the end of May 2007 in which to exercise options
that have vested or which vest during the period.
Service contracts*
Contracts of service are negotiated on an individual basis as part of the overall remuneration package and their length is inevitably
conditioned by external competitive pressures. For this reason, the contracts of the Directors may exceed the one year recommended
in the Combined Code.
Details of the service contracts of those who served as Directors during the year:
Unexpired term Contract
at 31 December termination
Director Contract Date 2004 Notice period payment
Wayne Pitout 15 Feb 00 Note 1 1 year None
Avi Azulai 15 Feb 00 Note 2 Note 2 Note 2
Michael Le Houx 11 Aug 03 Note 3 6 months None
Roland Denning 19 May 04 5 months 3 months None
Ivan Fallon 15 Feb 04 2 months 3 months None
Brendan Hopkins 18 Jan 04 1 month 3 months None
Gavin O’Reilly 8 Sept 03 1
3
⁄ 4 years 3 months None
Roger Parry 22 Mar 04 3 months 3 months None
Christopher Rowlands 20 Dec 02 1 year 3 months None
David Sculley 22 Mar 04 3 months 3 months None
1. Wayne Pitout is appointed on a rolling contract which requires a year’s notice of termination from either the Director or the Company.
2. Avi Azulai resigned on 14 March 2005 effective immediately.
3. Michael Le Houx’s service contract is permanent with six months’ notice of termination from either him or the Company. Remuneration Report continued
20
Total Shareholder return on Company shares*
In the opinion of the Committee, the FTSE Media and Entertainment Index is the most appropriate index against which the total
shareholder return (TSR) of iTouch plc should be measured against because it is the sector in which iTouch plc trades and comprises
a mix of large as well as small capitalisation companies similar to iTouch plc.
Performance against this index since the Company’s Initial Public Offering in August 2000, is shown below:
Since listing on 20 August 2000, there has been a significant decline in the FTSE Media and Entertainment Index. In 2004, iTouch
performed slightly better than the index. This was largely due to the strengthening of the Group’s position as a leading European player.
Directors’ interests in the issued share capital of the Company*
The Directors at 31 December 2004 and their beneficial interests and those of their families in the share capital of the Company were
as follows:
31 December 2003 or
31 December 2004 date of appointment if later
Number of Number of Number of Number of
1p Ordinary Shares 1p Deferred Shares 1p Ordinary Shares 1p Deferred Shares
Wayne Pitout 29,400,000
(i)
–29,400,000
(i)
705,600,000
(i)
Avi Azulai 22,200,000
(i)
–29,400,000
(i)
705,600,000
(i)
Michael Le Houx ––––
Roland Denning 18,000 – 18,000 –
Ivan Fallon 100,000 – 100,000 2,400,000
Brendan Hopkins 274,285 – 274,285 6,582,840
Gavin O’Reilly 142,857 – 142,857 3,428,568
Roger Parry 55,917 – 55,917 6,484,848
Christopher Rowlands 50,000 – 50,000 –
David Sculley 94,276 – 94,276 2,262,624
(i)
Held by two discretionary trusts, the respective beneficiaries of which are Avi Azulai and his family and Wayne Pitout and his family.
During the year Avi Azulai sold 7,200,000 shares at 32p each. Subsequent to the year and Wayne Pitout sold 6,000,000 shares at 32p
each and Avi Azulai sold 4,000,000 shares at 32p each and 6,000,000 shares at 35p each.
The deferred shares were cancelled on 14 May 2004 (see Directors’ Report).
Roger Parry
Chairman of Remuneration Committee
29 March 2005
120
Aug
Sept
Oct
2000
iTouch
2001 2002 2003 2004
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sept
Oct
Nov
Dec
100
80
Index (100: August 2000)
60
40
20
0
FTSE Media and Entertainment 21
Introduction
The Company is committed to high standards of corporate
governance and throughout the year has complied with the
2003 FRC Combined Code (‘the Code’) with the exception of
Provision B.1.6 where the Board regards it as appropriate that
certain Directors have contractual arrangements in excess of one
year in order to meet external competitive pressures in attracting
senior executives of sufficient talent.  
This statement describes how the principles of good corporate
governance set out in the Code have been applied within
the Company.
Directors and Organisation
The Board consists of nine Directors comprising the Non-Executive
Chairman, who is responsible for running the Board, the Chief
Executive who has overall responsibility for running the Company’s
business, the Finance Director and six further Non-Executive
members. Details of their tenure are presented on page 19. 
Roland Denning was appointed to the Board on 14 May 2004
and Avi Azulai resigned from the Board on 14 March 2005.
Roland Denning, Christopher Rowlands, Roger Parry, David Sculley
are considered by the Board to be independent under the terms
of the Code. Roger Parry is the Senior Independent Non-Executive
Director. Ivan Fallon, Brendan Hopkins and Gavin O’Reilly are
members of the Board of Independent News & Media PLC, which
is a significant shareholder of the Company. Each Director is
required to retire at the Annual General Meeting following their
appointment and at the Annual General Meeting falling no later
than the third anniversary of their appointment or reappointment.
The Board, which met on seven occasions during 2004, provides
leadership and manages overall control of the Group’s affairs via
a schedule of matters reserved for its decision. These include
the approval of the annual budget, major capital expenditure,
significant acquisitions and disposals, risk management policies
and the approval of the financial statements. The Company
regularly reviews the need for an internal audit function. This was
last considered in March 2005. At present, the Directors believe
the existing control frame work, for which the Finance Director is
responsible, is sufficient for the Group.
All Directors have access to the advice and services of the
Company Secretary and independent professional advice, if
required, and receive appropriate training as necessary on an
ongoing basis. The Board is supplied in a timely manner with
information in a form and of a quality to enable it to discharge its
duties. The Board delegates certain of its responsibilities to Board
committees with clearly defined authority and written terms of
reference. The composition and function of these committees are
described below:
The Audit Committee
The Audit Committee comprises three Non-Executive Directors:
Christopher Rowlands as its Chairman and the other members
are Roger Parry and David Sculley. The Committee, which meets
at least four times a year, has terms of reference (available on the
Company’s website) covering the Company’s annual, interim and
quarterly reporting, and the auditor’s involvement in that process,
focusing particularly on compliance with legal requirements,
accounting standards and areas of internal control.
The Nomination Committee
The Committee is chaired by David Sculley and meets when
necessary to consider Board composition and Board appointments.
The other members are Brendan Hopkins and Ivan Fallon. It provides
a formal and transparent procedure for the appointment of new
Directors to the Board which was followed in the case of the
appointment of Roland Denning.
The Remuneration Committee
The Remuneration Committee is chaired by Roger Parry. Other
members are Christopher Rowlands and David Sculley. The
principal function of the Committee is to determine, on behalf of
the Board and shareholders, the Company’s policy for executive
remuneration and the remuneration packages of the Directors
and other senior executives. The Remuneration report can be
found on pages 17 to 20.
General Purposes Committee
The General Purposes Committee comprises any two Directors,
for the approval or otherwise of commercial contracts, share
option exercises, share allotments and matters relating to the
listing of shares. Copies of minutes of the General Purposes
Committee are made available to all Directors.
Corporate Governance Corporate Governance continued
22
Internal Control
The Board has ultimate responsibility for the system of internal
control and also for reviewing its effectiveness. The Chief
Executive has day-to-day control over the Group’s operations
within the guidelines adopted by the Board. Whilst the internal
control system is designed to meet the risks to which the Group
is exposed, any system of internal control can provide only
reasonable and not absolute assurance against material
misstatement or loss.
The business has defined targets, which are agreed by the Board
at the beginning of each fiscal year, against which performance
is monitored on a monthly basis. The Group’s management
operates a risk management process that identifies the key risks
facing the Group as well as the risks facing individual operating
units. This is overseen by senior management on behalf of the
Board. There is a continuous process for identifying, evaluating
and managing the significant risks faced by the Group. This has
been in place for the year under review and up to the date of
approval of the Annual Report and Accounts.
A programme of reviews by the management of iTouch plc takes
place annually to monitor compliance and to perform reviews
of control activities including, financial, operating, compliance
and risk management controls. The Chief Executive reviews the
results and then presents them to the Board on an annual basis.
This process is reviewed and strengthened as appropriate.
The Group has a comprehensive system of financial reporting
which includes an annual budget process and weekly, monthly,
quarterly, interim and annual reporting to enable the Group to
meet its public financial reporting requirements.
Relations with shareholders
The Directors place a high importance on maintaining good
relationships with shareholders and, via an Investor Relations
department, ensure that shareholders are kept informed of
significant Group developments. The Group holds briefing
meetings with its major institutional shareholders usually after
the quarterly, interim and preliminary results announcements
and the Directors welcome the opportunity to meet with private
investors at the Company’s Annual General Meeting. Analysts and
journalists are also invited to the financial results presentations.
Shareholders can access the Company’s financial statements
and other up-to-date information on iTouch via the Group’s
website www.itouchplc.com. The Directors are responsible for
maintenance and integrity of the website and the legislation in
the UK concerning the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Going concern
Based on the normal business planning and control procedures
the Directors have a reasonable expectation that the Group will
have adequate resources to continue in operational existence for
the foreseeable future. For this reason, the Directors continue to
adopt the going concern basis in preparing the accounts.
Statement of Directors’ Responsibility
Company law requires the Directors to prepare financial
statements for each financial year which give a true and fair view
of the state of affairs of the Company and the Group and of the
profit or loss of the Group for that period. In preparing those
financial statements, the Directors are required to:
• Select suitable accounting policies and apply them consistently;
• Make judgements and estimates that are reasonable and
prudent;
• State whether applicable accounting standards have been
followed; and 
• Prepare the financial statements on a going concern basis unless
it is inappropriate to presume that the Company and the Group
will continue in business.
The Directors are responsible for keeping proper accounting
records that disclose, with reasonable accuracy, at any time the
financial position of the Company and the Group and to enable
them to ensure that the financial statements comply with the
Companies Act 1985. They are also responsible for the systems
of internal financial controls and for safeguarding the assets of the
Company and the Group and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities. 
The Directors confirm that they have complied with the above
requirements in preparing the financial statements. 23
We have audited the financial statements which comprise the
consolidated profit and loss account, the consolidated balance
sheet, the Company’s balance sheet, the cash flow statement,
the statement of group total recognised gains and losses, the
reconciliation in total shareholders’ funds, accounting policies and
the related notes. We have also audited the disclosures required
by Part 3 of Schedule 7A to the Companies Act 1985 contained
in the Directors’ remuneration report (‘the auditable part’).
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the annual report
and the financial statements in accordance with applicable
United Kingdom law and accounting standards are set out in
the statement of Directors' responsibilities. The Directors are also
responsible for preparing the Directors’ remuneration report. 
Our responsibility is to audit the financial statements and the
auditable part of the Directors’ remuneration report in accordance
with relevant legal and regulatory requirements and United
Kingdom Auditing Standards issued by the Auditing Practices
Board. This report, including the opinion, has been prepared for
and only for the company’s members as a body in accordance
with Section 235 of the Companies Act 1985 and for no other
purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial
statements give a true and fair view and whether the financial
statements and the auditable part of the Directors’ remuneration
report have been properly prepared in accordance with the
Companies Act 1985. We also report to you if, in our opinion, the
Directors’ report is not consistent with the financial statements, if
the company has not kept proper accounting records, if we have
not received all the information and explanations we require for
our audit, or if information specified by law regarding Directors’
remuneration and transactions is not disclosed.
We read the other information contained in the annual report
and consider the implications for our report if we become aware
of any apparent misstatements or material inconsistencies with
the financial statements. The other information comprises only the
Directors’ report, the unaudited part of the Directors’ remuneration
report, the Chairman’s statement, the Chief Executive’s statement,
the Review of the year, the financial review and the corporate
governance statement.
We review whether the corporate governance statement reflects
the Company’s compliance with the nine provisions of the 2003
FRC Combined Code specified for our review by the Listing Rules 
of the Financial Services Authority, and we report if it does not.
We are not required to consider whether the Board’s statements
on internal control cover all risks and controls, or form an opinion
on the effectiveness of the Company’s or Group’s corporate
governance procedures or its risk and control procedures.
Basis of audit opinion
We conducted our audit in accordance with auditing standards
issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts
and disclosures in the financial statements and the auditable part
of the Directors’ remuneration report. It also includes an
assessment of the significant estimates and judgements made by
the Directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the Company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered necessary
in order to provide us with sufficient evidence to give reasonable
assurance that the financial statements and the auditable part
of the Directors’ remuneration report are free from material
misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of
the presentation of information in the financial statements.
Opinion
In our opinion:
• the financial statements give a true and fair view of the state of
affairs of the Company and the Group at 31 December 2004
and of the loss and cash flows of the Group for the year
then ended;
• the financial statements have been properly prepared in
accordance with the Companies Act 1985; and 
• those parts of the Directors’ remuneration report required by
Part 3 of Schedule 7A to the Companies Act 1985 have been
properly prepared in accordance with the Companies Act 1985.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
29 March 2005
Notes:
(a) The maintenance and integrity of the iTouch plc website is the responsibility of the Directors;
the work carried out by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may have occurred to
the financial statements since they were initially presented on the website.
(b) Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Independent Auditors’ Report to the Members of iTouch plc Accounting Policies
24
These financial statements have been prepared under the
historical cost convention, in accordance with applicable UK
accounting standards (including Financial Reporting Standard
No. 18 ‘Accounting Policies’) and the provisions of the Companies
Act 1985. A summary of the more important Group accounting
policies is set out below:
Revenue Recognition
Turnover primarily represents revenues generated from the sale of
information, entertainment and messaging services delivered to
customers via premium rate telephone calls and short message
services. The Group’s role in a transaction is that of an agent of
the fixed line and mobile network operators and therefore turnover
is recognised net of network operator deductions. The voice and
data revenues are recognised at the point of provision of service
to the customer. Turnover is stated net of value added tax.
Cost of sales primarily relate to royalties paid to the licensor of
content, content procurement and production, affiliate partner
profit shares and delivery costs.
Consolidation and equity accounting
The Group profit and loss account, Group balance sheet and
Group cash flow statement represent a consolidation of the
financial information of the parent Company and its subsidiary
undertakings and the Group’s share of results and net assets,
including the premium on acquisition of its joint ventures.
Where subsidiary undertakings, associates and joint ventures
have been acquired or disposed of, the financial statements
include only the proportion of the results arising since the
dates of acquisition or up to the effective dates of disposal.
Goodwill
Goodwill, arising from the purchase of subsidiary undertakings and
interests in associates and joint ventures, represents the excess of
the fair value of the purchase consideration paid over the fair value
of the net assets acquired. Goodwill is written-off over two to ten
years by equal annual instalments, reflecting the estimated life of
the goodwill involved, subject to acceleration of write-off where
impairment is indicated. Impairment reviews are carried out at the
end of the first financial year after acquisition and, thereafter,
where there is any indication of impairment (note 9).
When deferred contingent consideration is payable on an acquisition,
the best estimate of the future liability is provided. The cash element
is discounted using the Government bond rate at the time of
acquisition. The share element is disclosed as shares to be issued.
Tangible assets
Tangible assets are stated at cost less accumulated depreciation.
Cost includes the cost of purchased fixed assets, direct labour and
directly attributable overheads. Depreciation is calculated in order
to write-off the cost of tangible assets over their estimated useful
lives by equal annual instalments, subject to acceleration of
write-off where impairment is indicated. The annual depreciation
rates are as follows:
Office equipment and software 3-5 years
Fixtures, fittings and other 3-10 years
Stock
Stocks principally relate to prepaid telecommunication cards held
for re-sale and are valued at the lower of cost and estimated net
realisable value.
Deferred taxation
Full provision is made for deferred tax liabilities arising from
timing differences in respect of transactions or events that result
in an obligation but have not reversed by the balance sheet date.
A deferred tax asset is not recognised where recoverability of that
asset is uncertain. Deferred tax liabilities and assets which are
recognised are not discounted.
Foreign currencies
Transactions designated in foreign currencies are translated into
sterling at the rate of exchange ruling at the transaction date.
Monetary assets and liabilities designated in foreign currencies
are translated at the rates ruling at the balance sheet date with
the resulting profit or loss included in the result for the year. 
The balance sheets of foreign subsidiary undertakings, joint
ventures and associates are translated into sterling using the
closing rate method and profit and loss accounts are translated
using the average rate for the period. Exchange differences arising
from translation of the opening net investment together with the
difference between the profit and loss translated at the average
rate and the closing rate, net of related foreign currency financing,
are dealt with as adjustments to reserves. 
Operating leases
Operating leases and the rentals thereunder are charged to the
profit and loss account on a straight line basis over the periods
of the leases. 
Cash and liquid resources
Cash is defined as cash on hand together with deposits repayable
on demand. Deposits repayable on demand are defined as those
which can be withdrawn at any time and without penalty or where
a maturity or period of notice of not more than 24 hours has
been agreed. 
Liquid resources are defined as stores of value which are readily
convertible into known amounts of cash at or close to their carrying
amount without curtailing or disrupting the business. They primarily
consist of deposits held with a period of notice greater than 24 hours.
Share incentive scheme
The costs of awards to employees (including Directors), which
take the form of shares or rights to shares are recognised in the
profit and loss account over the period to which the employee’s
performance relates. The amount recognised is the difference
between the fair value of the shares at the date the award is
made to the participants in the scheme and the amounts of the
consideration the participants may be required to pay for the
shares. Any such costs recognised in the profit and loss account
are credited to Other Reserves on the balance sheet. 25
Group Profit and Loss Account
For the year ended 31 December 2004
Year ended
Year ended 31 December 2004 31 December 2003
Continuing operations
Acquisition                    Total Total
Notes £000 £000 £000 £000
Turnover 6 74,594 3,448 78,042 60,371
Less: share of turnover of joint venture ––– (103)
Group turnover 74,594 3,448 78,042 60,268
Cost of sales (32,444) (805) (33,249) (34,152)
Gross Profit 42,150 2,643 44,793 26,116
Selling expenses (16,655) (1,738) (18,393) (7,259)
Administration expenses (23,103) (1,732) (24,835) (32,862)
Administration expenses:
General administration charges (17,030) (1,249) (18,279) (18,968)
Amortisation, depreciation, share incentive scheme charges 
and exceptional items
Goodwill amortisation (3,158) (296) (3,454) (3,285)
Depreciation and loss on disposal (1,091) (50) (1,141) (1,911)
Share incentive scheme charges ––– (15)
Exceptional items
– Impairment of intangible assets 3 (1,409) – (1,409) (6,143)
– Other 3 (415) (137) (552) (2,540)
(6,073) (483) (6,556) (13,894)
Profit/(Loss) before amortisation, depreciation and loss on disposal, 
share incentive scheme charges and exceptional items 8,465 (344) 8,121 (111)
Group operating profit/(loss) 2,392 (827) 1,565 (14,005)
Share of operating profit of joint venture ––– 48
Total operating profit/(loss): group and share of joint venture 2,392 (827) 1,565 (13,957)
Gain on disposal of joint venture undertaking 3 ––– 103
Profit/(Loss) on ordinary activities before interest and taxation 2,392 (827) 1,565 (13,854)
Net interest income 2 199 376
Profit/(Loss) on ordinary activities before taxation 3 1,764 (13,478)
Taxation charge 5 (1,920) (1,649)
Loss on ordinary activities after taxation (156) (15,127)
Equity minority interests – –
Loss on ordinary activities after taxation and minority interests (156) (15,127)
Dividends – –
Loss for the financial year 18 (156) (15,127)
Basic loss per ordinary share 7 (0.0p) (4.5p)
Fully diluted loss per ordinary share 7 (0.0p) (4.5p)
Adjusted earnings/(loss) per ordinary share 7 1.7p (0.5p)
The movements in the Group’s reserves are shown in note 18.
The notes on pages 30 to 46 form part of the Group financial statements. 26
Statement of Group Total Recognised Gains and Losses
For the year ended 31 December 2004
Year ended Year ended
31 December 31 December
2004 2003
£000 £000
Loss for the financial year (156) (15,127)
Disposal of iTouch Israel (note 23) – (99)
Currency translation differences on foreign currency net investments (293) 196
Total loss for the financial year (449) (15,030)
There is no difference between the loss on ordinary activities before taxation and the loss for the year as stated above and their historical cost equivalents.
Reconciliation of Movement in Total Shareholders’ Funds
For the year ended 31 December 2004
Year ended Year ended
31 December 31 December
2004 2003
Notes £000 £000
Loss on ordinary activities after taxation and minority interests (156) (15,127)
New share capital subscribed (including share premium) 16, 18 6,103 21,117
Decrease in shares to be issued 18 (2,215) (569)
Share issue expenses 18 (26) (163)
Reserve on issue of options under share incentive scheme 18 – 15
Disposal of iTouch Israel (note 23) 18 – (99)
Currency translation differences on foreign currency net investments 18 (293) 196
Net movement in total shareholders’ funds 3,413 5,370
Opening total shareholders’ funds 39,833 34,463
Closing total shareholders’ funds 43,246 39,833
The notes on pages 30 to 46 form part of the Group financial statements. 27
Group Balance Sheet 
As at 31 December 2004
2004 2003
Notes £000 £000
Fixed assets
Intangible assets 9 28,418 27,692
Tangible assets 10 1,749 1,759
30,167 29,451
Current assets
Stock 568 444
Debtors 12 20,521 15,469
Cash at bank and in hand 13,058 16,269
34,147 32,182
Creditors – amounts falling due within one year 13 (20,061) (18,803)
Net current assets 14,086 13,379
Total assets less current liabilities 44,253 42,830
Creditors – amounts falling due after more than one year 14 (304) (299)
Provisions for liabilities and charges 15 (703) (2,698)
43,246 39,833
Capital and reserves
Called up share capital 16 4,067 72,352
Share premium 18 37,599 31,738
Merger reserve 18 23,185 23,185
Shares to be issued 18 227 2,442
Profit and loss account 18 (93,028) (92,579)
Other reserves 18 71,196 2,695
Total shareholders’ funds 43,246 39,833
Minority interests
Equity minority interests – –
43,246 39,833
Analysis of shareholders’ funds
Equity 43,246 3,851
Non-equity – 35,982
43,246 39,833
The Company balance sheet is on page 28.
The notes on pages 30 to 46 form part of the Group financial statements.
The financial statements on pages 24 to 46 were approved by the Board of Directors on 29 March 2005 and were signed on its behalf by
Michael Le Houx Wayne Pitout
Finance Director Chief Executive 28
Company Balance Sheet 
As at 31 December 2004
2004 2003
Notes £000 £000
Fixed assets
Tangible assets 10 40 119
Investments 11 80,085 35,957
80,125 36,076
Current assets
Debtors 12 2,532 1,092
Cash at bank and in hand 4,513 7,090
7,045 8,182
Creditors – amounts falling due within one year 13 (2,209) (6,313)
Net current assets 4,836 1,869
Total assets less current liabilities 84,961 37,945
Creditors – amounts falling due after more than one year 14 (44,114) –
Provisions for liabilities and charges 15 – (1,680)
40,847 36,265
Capital and reserves
Called up share capital 16 4,067 72,352
Share premium 18 37,599 31,738
Merger reserve 18 23,185 23,185
Shares to be issued 18 227 2,442
Profit and loss account 18 (95,427) (96,147)
Other reserves 18 71,196 2,695
Total shareholders’ funds 40,847 36,265
Analysis of shareholders’ funds
Equity 40,847 3,851
Non-equity – 32,414
40,847 36,265
The notes on pages 30 to 46 form part of the Group financial statements.
The financial statements on pages 24 to 46 were approved by the Board of Directors on 29 March 2005 and were signed on its behalf by
Michael Le Houx Wayne Pitout
Finance Director Chief Executive 29
Group Cash Flow Statement 
For the year ended 31 December 2004
Year ended Year ended
31 December 31 December
2004 2003
Notes £000 £000
Net cash inflow/(outflow) from operating activities 19 3,533 (2,624)
Returns on investments and servicing of finance 20 176 419
Taxation (2,345) (2,772)
Capital expenditure and financial investment 20 (934) (872)
Acquisitions 20 (9,471) (6,496)
Net cash outflow before management of liquid resources and financing (9,041) (12,345)
Management of liquid resources 20 – 20,087
Financing 20 5,534 2,749
(Decrease)/increase in cash in the year 21 (3,507) 10,491
Reconciliation of net cash flow to movements in net cash
(Decrease)/increase in cash in the year (3,507) 10,491
Decrease in liquid resources – (20,087)
Decrease in debt 81 1,105
Changes in net cash resulting from cash flows (3,426) (8,491)
Exchange movements 296 183
Movement in net cash in the year (3,130) (8,308)
Net cash at the beginning of the year 16,188 24,496
Net cash at the end of the year 21 13,058 16,188 30
1. Group financial statements
The audited financial statements of the holding company and its subsidiary undertakings cover the year ended 31 December 2004. Where subsidiaries,
joint ventures and associates are acquired or disposed of during the year, results are included from the date of acquisition or up to the date of disposal. 
The Jippii Group of Companies (‘Jippii’), described in note 22, has been consolidated with effect from 31 August 2004.
2. Net interest income
2004 2003
£000 £000
Interest receivable and similar income
– Group – bank interest 301 535
– Write-back of discount on deferred consideration 72 51
373 586
Interest payable and similar charges
– Group 
– Interest payable on bank loans and overdrafts (7) (78)
– Interest of factored receivables (124) (59)
– Discount on deferred consideration (43) (54)
– Joint venture – (19)
(174) (210)
Net interest income 199 376
3. Profit/(Loss) on ordinary activities before taxation
The profit/(loss) on ordinary activities before taxation has been arrived at after charging: 
2004 2003
£000 £000
Staff costs
– Wages and salaries 9,380 10,748
– Social welfare costs 903 944
– Other employee benefits 226 153
10,509 11,845
Depreciation and loss on disposal
– Depreciation 1,131 1,532
– Loss on disposal 10 379
1,141 1,911
Amortisation of goodwill on subsidiaries 3,454 3,285
Share incentive scheme charges – 15
Operating lease rentals
– Plant & equipment 36 12
– Premises 870 795
– Other assets 19 41
Auditors’ remuneration
– Audit Fees
– Company 7 7
– Group 243 202
250 209
– Non audit fees
– Acquisitions and disposals 641 1,129
– Tax compliance 63 115
– Other assurance services 53 8
757 1,252
The Audit Committee considers annually the non-audit work PricewaterhouseCoopers LLP is asked to undertake for the Group to ensure that it does not
compromise their independence as auditors. The total non-audit fees incurred in the UK were £609,000 (2003: £1,207,000).
Notes to the Financial Statements 31
3. Profit/(Loss) on ordinary activities before taxation continued
Exceptional Items: 
2004 2003
Exceptional charges – operating items £000 £000
Impairment of goodwill (note 9) (1,409) (6,143)
Restructuring charges (214) (1,218)
Onerous contracts (26) (1,078)
Aborted acquisitions (189) (244)
Legal dispute settlement (123) –
(1,961) (8,683)
Exceptional gains – non-operating items
Profit on disposal of joint venture (note 23) – 103
(1,961) (8,580)
Details of the exceptional impairment charge are set out in note 9.
During the year, the Australian and Jippii business were restructured as the Group continues to roll out the direct channel model. The resulting cost of
redundancies and restructuring was £214,000 (2003: £1,218,000). A provision of £26,000 (2003: £1,078,000) was made during the year for onerous
leases of vacant properties following the Group property rationalisation programme started in 2003.
During the year, the Group entered into negotiations with, and largely completed due diligence on two potential acquisitions. The deals were not
completed and third party advisor fees of £189,000 (2003: £244,000) have been treated as exceptional.
A legal dispute was settled with a third party for £123,000 (2003: £nil).
4. Employees
The average number of people employed by the Group during the year was as follows:
2004 2003
Sales and marketing 119 140
Technical 180 139
Administration 70 76
369 355
5. Taxation
(a) Analysis of tax charge for the year
2004 2003
£000 £000
UK taxation
– Current taxation 507 –
– Less double tax relief (507) –
– Prior year adjustment 129 –
129 –
Overseas taxation
– Current taxation (2,049) (1,649)
Taxation charge for the year (1,920) (1,649) 32
Notes to the Financial Statements continued
5. Taxation continued
(b) Factors affecting current tax charge for the year
Tax charge for the year is higher (2003: higher) than the standard rate of corporation tax in the UK (30%). The difference is explained below:
2004 2003
£000 £000
Profit/(Loss) on ordinary activities before taxation 1,764 (13,478)
Tax (charge)/credit at 30% (2003: 30%) (529) 4,043
Effects of: 
– Foreign tax at different rates (465) (249)
– Charges and expenses not deductible for tax purposes (primarily goodwill amortisation) (1,424) (2,567)
– Overstatement in prior years 235 –
– Depreciation in excess of capital allowances (106) (328)
– Timing differences (3) (145)
– Tax charge on overseas income (12) (35)
– Losses utilised/(not utilised) in year 384 (2,368)
(1,920) (1,649)
(c) Provision for deferred tax
No deferred tax asset was recognised at 31 December 2004 (2003: £nil) on the basis that there is insufficient evidence of suitable taxable profits from
which the future reversal of the underlying timing difference can be deducted.
2004 2003
£000 £000
Accelerated capital allowances (537) (745)
Short term timing differences (368) (598)
Tax losses carried forward (9,424) (9,895)
(10,329) (11,238)
(d) Factors that may affect the future tax charge
The Group has significant tax losses, which will reduce tax payments in future years.
6. Segmental report
The Group principally has operations in Europe and the Rest of the world and operations are attributable to one principal activity, the provision of
information, entertainment and messaging services via fixed line and mobile phones. The segmental analysis has been changed from prior years as the
Directors believe this more fairly reflects the operation of the business. The comparative numbers for 2003 have been restated.
The following is an analysis of the Group’s results by geographical market:
Operating profit/
(loss) before
Turnover exceptional charge Net assets/(liabilities)
2004 2003 2004 2003 2004 2003
£000 £000 £000 £000 £000 £000
Europe:
– Group 57,673 46,767 7,765 (48) 2,839 (535)
– Joint Venture – 103 – 48 – –
Rest of the world 20,369 13,501 1,500 380 (1,222) (204)
Common cost and exceptional items (2,837) (4,909)
Goodwill amortisation and impairment (4,863) (9,428) 28,418 27,692
Other unallocated net assets 13,211 12,880
78,042 60,371 1,565 (13,957) 43,246 39,833
Turnover by origin has been shown above and does not differ materially from turnover by destination. Turnover relates to external customers. 33
6. Segmental report continued
Goodwill and other intangible assets have not been analysed by market because the Directors consider that they relate to the development of the
business as a whole (including the development of new markets and products) and hence are not specific to particular markets or products.
Other unallocated net assets consist mainly of cash at bank and in hand and assets (net of liabilities) of non-operating Group undertakings.
The acquisition during the year has been in the Europe geographical segment. 
7. Earnings per share
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue
during the year.
The basic and fully diluted loss per share are the same because the Company is making losses, and accordingly, the exercise of options and shares
to be issued are anti-dilutive. 
The Group has also presented an adjusted earnings per share figure to exclude the impact of depreciation, share incentive scheme, amortisation,
business to be disposed and exceptional charges because, in the opinion of the Directors, it gives a better indication of the underlying performance of
the Group.
Reconciliation of the earnings and weighted average number of shares used in the calculations are set out below:
2004 2003
£000 £000
Loss attributable to shareholders (156) (15,127)
Depreciation and loss on disposal 1,141 1,911
Amortisation of goodwill (note 9) 3,454 3,285
Share incentive scheme charges – 15
Business to be disposed (note 30) 321 (362)
Exceptional charges (note 3) 1,961 8,580
Adjusted earnings/(loss) 6,721 (1,698)
Weighted average number of shares in issue during the year 394,861,767 339,605,516
Effect of share option and shares to be issued – –
Adjusted number of shares 394,861,767 339,605,516
Basic loss per ordinary share (0.0p) (4.5p)
Fully diluted loss per ordinary share (0.0p) (4.5p)
Adjusted earnings/(loss) per ordinary share 1.7p (0.5p)
8. Profit/(Loss) dealt within the holding company
The parent Company has taken advantage of the exemption offered by section 230 of the Companies Act 1985 not to present a profit and loss account.
The profit for the period was £0.7m (2003: loss of £38.7m). 34
Notes to the Financial Statements continued
9. Intangible assets
Goodwill
Group £000
Cost
At 31 December 2003 81,843
Acquisition (note 22) 8,879
Adjustment to fair values of prior period acquisitions 142
Reduction in provision for deferred consideration (3,426)
Exchange movements 5
At 31 December 2004 87,443
Amortisation
At 31 December 2003 54,151
Charge for year 3,454
Impairment 1,409
Exchange movements 11
At 31 December 2004 59,025
Net book amount
At 31 December 2004 28,418
At 31 December 2003 27,692
In accordance with the principles of FRS 11 (Impairment of fixed assets and goodwill) the Group regularly monitors the carrying value of its fixed assets.
The most recent review was undertaken at 31 December 2004. For continuing operations, it assessed whether the carrying value of Goodwill was
supported by the net present value of future cash flows in respect of the period over which the Goodwill is being amortised. The Directors expect that
revenue growth rates will increase in 2005 and thereafter significantly exceed the average gross domestic product growth rates and recent growth rates
as demand for mobile data services increases in a number of the key countries which the Group operates. Similarly, the Directors anticipate an
improvement in gross margins as data revenues grow. The discount rates used were based on a company specific pre-tax weighted average cost of
capital percentage of between 12.5% and 23.5%. In calculating the net present value there is considerable uncertainty as to the discounted future cash
flows. In assessing the future value of the Goodwill, assessments have been made using the best estimates available and reflect growth rates projected
up to ten years into the future, the discount rate, the marketplace and take up and pricing of new data services. The actual outcome is uncertain and
these estimates may change over time as subsequent changes in the mobile and fixed line telecommunications industry (including advances in
technology, changes in media relationships, new industry regulations and changes in the performance of our business as a result of competitive pressure
or otherwise), may in the future shorten the estimated useful economic life of the Goodwill or result in the further write-down of a portion of this asset.
For the operation disposed after the year end (note 30) the carrying value of Goodwill was assessed against net sale proceeds. Based on the review
performed, an impairment charge of £1.4m (2003: £6.1m) has been recorded. The current year impairment relates to the disposed business (note 30). 
10. Tangible assets
Office equipment Fixtures, fittings
and software and other Total
Group £000 £000 £000
Cost
At 31 December 2003 4,314 600 4,914
Acquisition (note 22) 238 – 238
Additions 791 143 934
Disposals (20) (2) (22)
Exchange movements 32 3 35
At 31 December 2004 5,355 744 6,099
Accumulated depreciation
At 31 December 2003 2,820 335 3,155
Charge for year 1,020 111 1,131
Disposals (12) – (12)
Exchange movements 86 (10) 76
At 31 December 2004 3,914 436 4,350
Net book amount
At 31 December 2004 1,441 308 1,749
At 31 December 2003 1,494 265 1,759 35
10. Tangible assets continued
Office equipment Fixtures, fittings
and software and other Total
Company £000 £000 £000
Cost
At 31 December 2003 290 21 311
Additions 426
Disposals (15) – (15)
At 31 December 2004 279 23 302
Accumulated depreciation
At 31 December 2003 180 12 192
Charge for year 74 7 81
Disposals (11) – (11)
At 31 December 2004 243 19 262
Net book amount
At 31 December 2004 36 4 40
At 31 December 2003 110 9 119
11. Investments
Unlisted shares Loans to 
in subsidiary subsidiary
undertakings undertakings Total
Company £000 £000 £000
Cost
At 31 December 2003 35,957 – 35,957
Net additions in the year –51,386 51,386
Reduction in deferred consideration (3,426) – (3,426)
Permanent diminution in value (see below) (1,525) – (1,525)
Adjustment to fair values of prior period acquisition (906) – (906)
Provision against loan – (1,401) (1,401)
At 31 December 2004 30,100 49,985 80,085
Following the review of the carrying value of goodwill (note 9), the Directors have provided £1.5m (2003: £7.4m) against the carrying value of the
Company’s investment in the impaired subsidiaries and £1.4m (2003: £22.9m) against funding loans to subsidiaries. 
Jippii was acquired by the Company and immediately part sold to another group holding company. There remains £767,000 of the investment still to be
sold. This has been recorded as an asset held for resale and included in debtors (note 12). 36
12. Debtors
2004 2003
Group £000 £000
Trade debtors 14,164 8,705
Other debtors 1,713 599
Prepayments and accrued income 4,435 6,165
Corporation tax 209 –
20,521 15,469
Included within prepayments is £382,000 (2003: £355,000) in respect of rental deposits due after more than one year. All other amounts fall due within
one year. Included within trade debtors is £nil (2003: £876,000) in respect of factored receivables with recourse.
2004 2003
Company £000 £000
Amounts owed by subsidiary undertakings 981 1,001
Other debtors 774 26
Prepayments and accrued income 10 65
Assets held for resale (note 11) 767 –
2,532 1,092
All amounts fall due within one year.
13. Creditors – amounts falling due within one year
2004 2003
Group £000 £000
Loan notes – 81
Trade creditors 10,122 9,147
Amounts due in respect of factored receivables – 613
Other tax and social security payable 1,070 639
Corporation tax 1,852 1,485
Accrued liabilities 7,017 6,653
Deferred consideration – 185
20,061 18,803
2004 2003
Company £000 £000
Loan notes – 81
Trade creditors 114 312
Amounts owed to subsidiary undertakings 1,549 4,982
Other tax and social security payable – 1
Accrued liabilities 546 752
Deferred consideration – 185
2,209 6,313
14. Creditors – amounts falling due after more than one year
2004 2003
Group £000 £000
Directors’ loans (note 28) 304 299
2004 2003
Company £000 £000
Amounts owed to subsidiary undertakings 44,114 –
Notes to the Financial Statements continued 37
15. Provisions for liabilities and charges
Vacant Deferred
properties Restructuring consideration Total
Group £000 £000 £000 £000
At 31 December 2003 807 211 1,680 2,698
Transfer of deferred consideration to creditors falling due within one year – – (1,620) (1,620)
Charged to the profit and loss account 26 214 – 240
Utilised in the year (262) (294) – (556)
Reduction in estimated deferred consideration – – (89) (89)
Net Interest on deferred consideration – – 29 29
Exchange movements (2) 3 – 1
At 31 December 2004 569 134 – 703
Vacant properties
The Group’s vacant leasehold properties comprised unused office space in the United Kingdom, Australia, Spain and South Africa. Full provision has been
made for the residual lease commitments, together with other outgoings for the remaining period of the leases. The remaining period of these leases is
shown in note 25. The lease in South Africa expired in 2004. It is expected that only one office space in the United Kingdom will be sub-let and the
expected rental received has been deducted from the provision.
Restructuring
The restructuring of the Group is detailed in note 3. The provision is expected to be fully utilised in 2005.
Deferred consideration
The total provision for cash deferred consideration is £nil (2003: £1,865,000), including an amount of £nil (2003: £185,000) payable within one year
(note 13). This represents the Directors’ best estimate of the deferred consideration payable in respect of the acquisitions of Movilisto in 2003 and Jippii
in 2004.
Under the terms of the Movilisto acquisition, the maximum deferred consideration is €25.0m subject to the achievement of certain EBIT targets. 
At 31 December 2004, total consideration of £28,625,000 has been recognised.
Under the terms of the Jippii acquisition the maximum deferred consideration is €18.0m subject to the achievement of certain EBITDA targets. 
At 31 December 2004 total consideration of £9,300,000 has been recognised.
Deferred consideration not recognised is shown in note 26.
Company
The provision for estimated deferred consideration recognised by the Company is £nil (2003: £1,680,000). Movements in this provision are the same as
for the Group above.
16. Share capital
Authorised shares Allotted and fully paid shares
Group and Company Number £000 Number £000
At 31 December 2003 10,000,000,000 100,000 7,235,221,760 72,352
Cancellation of deferred shares –– (6,850,051,104) (68,501)
Allotted on share placing 1p ordinary shares –– 18,248,276 183
Allotted under share option schemes 1p ordinary shares –– 1,707,002 17
Allotted on acquisition 1p ordinary shares –– 1,621,660 16
At 31 December 2004 10,000,000,000 100,000 406,747,594 4,067
– Ordinary shares of 1p each (equity) 3,149,948,896 31,499 406,747,594 4,067
– Deferred shares of 1p each (non-equity) 6,850,051,104 68,501 – –
10,000,000,000 100,000 406,747,594 4,067
The deferred shares were not traded on any market. The deferred shares of 1p have no rights to any dividend, no right to a return of capital except 
to a return of their nominal value after the holders of ordinary shares of 1p have been paid in full and no right to vote at General Meetings of the 
Company. Due to the limitation on distribution the deferred shares are considered non-equity. The deferred shares in issue were cancelled at 
an EGM on 14 May 2004.
On 3 March 2004, 1,621,660 1p ordinary shares were allotted in part settlement of the deferred consideration relating to the acquisition of Holliday
Group Limited.
On 13 August 2004, 18,248,276 1p ordinary shares were allotted at 29p in respect of a share placing. 38
17. Share schemes
At 31 December 2004, options had been granted and remained outstanding over 23,145,649 (2003: 28,634,671) shares as follows:
iTouch plc 2000 Non Inland Revenue Approved Executive Share Option Scheme
Exercise period Exercise price Number of shares
30.06.00 – 14.09.2014 14.25p – 45.5p 16,158,710
iTouch plc 2002 Inland Revenue Approved Executive Share Option Scheme
Exercise period Exercise price Number of shares
26.03.04 – 15.12.2013 16.75p – 29.5p 2,776,302
iTouch plc 2000 Non-Employee Share Option Scheme
Exercise period Exercise price Number of shares
30.06.00 – 15.12.2013 16.75p – 45.5p 4,210,637
The normal exercise period for options granted under both schemes is between one and ten years from the date of grant. Subject to certain exceptions,
most options are exercisable in annual increments of 25%. Further details of share options are given on page 18.
18. Reserves
Share Merger Shares to Profit and Other 
premium reserve be issued loss account reserves Total
Group £000 £000 £000 £000 £000 £000
At 31 December 2003 31,738 23,185 2,442 (92,579) 2,695 (32,519)
Loss for the year – – – (156) – (156)
Share premium on shares issued (note 16) 5,441–––– 5,441
Share issue expenses (26) –––– (26)
Deferred consideration shares issued 446 – (462) – – (16)
Reduction in estimated deferred consideration – – (1,753) – – (1,753)
Transfer of deferred shares to non-distributable reserve (note 16) –––– 68,501 68,501
Currency translation differences on foreign currency net investments – – – (293) – (293)
At 31 December 2004 37,599 23,185 227 (93,028) 71,196 39,179
Share Merger Shares to Profit and Other 
premium reserve be issued loss account reserves Total
Company £000 £000 £000 £000 £000 £000
At 31 December 2003 31,738 23,185 2,442 (96,147) 2,695 (36,087)
Profit for the year – – – 720 – 720
Share premium on shares issued (note 16) 5,441–––– 5,441
Share issue expenses (26) –––– (26)
Deferred consideration shares issued 446 – (462) – – (16)
Reduction in estimated deferred consideration – – (1,753) – – (1,753)
Transfer of deferred shares to non-distributable reserve (note 16) –––– 68,501 68,501
At 31 December 2004 37,599 23,185 227 (95,427) 71,196 36,780
Other reserves are non-distributable. Shares to be issued relate to deferred consideration payable in the form of shares.
Notes to the Financial Statements continued 39
19. Reconciliation of operating profit/(loss) to net cash flow from operating activities
2004 2003
£000 £000
Operating profit/(loss) 1,565 (14,005)
Goodwill amortisation 3,454 3,285
Depreciation 1,131 1,532
Share incentive scheme charges – 15
Exceptional items – non-cash 1,409 6,561
Loss on disposal of fixed assets 10 379
Increase in stocks (124) (212)
Increase in debtors (1,418) (861)
(Decrease)/increase in creditors and accruals (1,702) 635
Effects of foreign exchange rate changes (792) 47
Net cash inflow/(outflow) from operating activities 3,533 (2,624)
Exceptional items resulting in a cash outflow of £745,000 (2003: £1,104,000) relating to restructuring charges and aborted acquisitions (note 3) are
included in the operating profit of £1,565,000 (2003: loss of £14,005,000) above.
20. Analysis of cash flows
2004 2003
£000 £000
Returns on investments and servicing of finance:
Net interest received 176 419
Net cash inflow from returns on investments and servicing of finance 176 419
Capital expenditure and financial investments:
Purchase of tangible fixed assets (934) (865)
Sale of tangible fixed assets – 14
Advances to joint venture – (21)
Net cash outflow from capital expenditure and financial investments (934) (872)
Acquisitions:
Purchase of subsidiary undertakings and businesses (9,812) (9,811)
Cash paid for deferred consideration (184) (78)
Cash acquired with subsidiary undertakings 525 3,410
Share issue expenses on acquisition of new businesses – (17)
Net cash outflow from acquisitions and disposals (9,471) (6,496)
Net cash inflow from management of liquid resources – 20,087
Financing:
Issue of shares for cash 5,641 4,000
Issue expenses (26) (146)
Payment of loan notes (81) (1,105)
Net cash inflow from financing 5,534 2,749
Significant non-cash transactions
On 3 March 2004, 1,621,660 1p ordinary shares, valued at 28.51p, were issued in part settlement of the deferred consideration relating to the 
acquisition of Holliday Group Limited. 40
21. Reconciliation of movement in net cash
At 31 Foreign At 31
December 2003 Cashflow Exchange December 2004
£000 £000 £000 £000
Cash at bank and in hand 16,269 (3,507) 296 13,058
Loan notes (81) 81 – –
16,188 (3,426) 296 13,058
Of the £13,058,000 (2003: £16,269,000) cash at bank and in hand at 31 December 2004, £nil (2003: £81,000) was held in a restricted bank account 
as guarantee for the outstanding loan notes and £745,000 (2003: £751,000) held as guarantee against rental and commercial agreements.
22. Acquisition of subsidiary undertaking
On 31 August 2004, the Company acquired the Jippii Group of companies (’Jippii’) for cash as set below:
Alignment of
Book value Revaluation accounting policies Total
£000 £000 £000 £000
Fixed assets 372 (75) (59) 238
Debtors and prepayments 3,108 (223) (8) 2,877
Short term and long term creditors (2,118) (1,049) (52) (3,219)
Cash acquired 525–– 525
Net assets acquired 1,887 (1,347) (119) 421
Net assets acquired 421
Goodwill 8,879
Consideration 9,300
Consideration satisfied by:
– Cash 8,027
– Related costs of acquisition 1,273
9,300
The book value of the asset and liabilities have been taken from the management accounts of Jippii at 31 August 2004 at the actual exchange rates 
on that date. The fair value adjustments contain some provisional amounts, as indicated below, which will be finalised in the 2005 financial statements.
The revaluation of fixed assets relate principally to the write-off of redundant assets.
Revaluations of debtors reflects principally a revision to the bad debt provision in respect of a loan to a third party.
A provisional revaluation adjustment has been made to creditors to reflect potential tax liabilities in a number of territories which are currently being
resolved. 
The fair value adjustment for alignment of accounting policies reflects the restatement of assets and liabilities in accordance with the Group’s policies
including: the removal of capitalised formation expenses and brand names (£59,000), adjustment of the bad debt provision (£8,000) and recognising
audit fees and other liabilities on an accruals basis (£52,000).
In accordance with the Group’s accounting policies, the goodwill arising on the acquisition is being amortised over 10 years.
In the financial year to 31 December 2003, Jippii made a profit after tax and minority interest of £492,000. Jippii’s management accounts show from 
31 December 2003 to the date of acquisition revenue of £4,168,000, an operating loss of £3,000, a profit before tax of £40,000 and a loss after tax 
of £47,000. There are no other recognised gains or losses from 31 December 2003 to date of acquisition other than those disclosed above.
Since acquisition, Jippii has contributed an outflow of £652,000 to the operating cash flows of the Group, paid £65,000 of taxation, received £1,000
in interest and purchased £50,000 of fixed assets.
23. Disposal of joint venture
On 2 July 2003, the Company sold its 50% in iTouch Israel Limited to the other joint venture partner for a nominal sum. This resulted in a net gain 
of £103,000 arising from a write-back, by the Group, of its share of iTouch Israel’s net liabilities.
Notes to the Financial Statements continued 41
24. Operating leases
At 31 December 2004 the Group had annual commitments under non-cancellable operating leases (including commitments with Independent 
News & Media PLC) of £843,000 (2003: £851,000). These leases were due to expire in the following periods after 31 December:
2004                                                    2003
Premises Other assets Premises Other assets
£000 £000 £000 £000
Within one year 66 24 37 1
Between one and two years 65 23 –4
Between two and five years 317 31 427 29
Over five years 317 – 353 –
765 78 817 34
25. Treasury information
Details of the Group’s treasury policies are set out in the section ‘Financial Review’ on page 13.
a) Currency and interest rate exposure of financial liabilities
Financial liabilities at 31 December comprise:
2004 2003
£000 £000
Estimated deferred consideration (note 15) – 1,680
Vacant properties (note 15) 569 807
Restructuring provisions (note 15) 134 211
Directors’ loans (note 14) 304 299
Loan notes (note 13) – 81
1,007 3,078
Currency and interest rate exposure of the financial liabilities of the Group as at 31 December:
Weighted
Weighted average time
Total Interest free Floating rate Fixed rate average for which
Currency 2004 £000 £000 £000 £000 interest rate rate is fixed
STG 536 536 – –
ZAR 304 304 – –
EUR 134 134––
AUS 3333––
Total 1,007 1,007 – –
Weighted
Weighted average time
Total Interest free Floating rate Fixed rate average for which
Currency 2003 £000 £000 £000 £000 interest rate rate is fixed
STG 938 857 81 –
ZAR 338 338 – –
EUR 1,680 – – 1,680 3.35% 17 months
AUS 122 122––
Total 3,078 1,317 81 1,680
Floating rate financial liabilities bear interest based on relevant national LIBOR equivalents.
There is no fixed maturity in relation to the above New Zealand Dollar (NZD), South African Rand (ZAR) and other borrowings. 42
25. Treasury information continued
Estimated 
deferred Vacant Restructuring Directors’ Loan
Maturity of borrowings consideration properties provision loans notes Total
2004 £000 £000 £000 £000 £000 £000
Within one year – 51 134 – – 185
Between one and two years – 237––– 237
Between two and five years ––––––
Over five years – 281 – 304 – 585
Total – 569 134 304 – 1,007
Estimated
deferred Vacant Restructuring Directors’ Loan
Maturity of borrowings consideration properties provision loans notes Total
2003 £000 £000 £000 £000 £000 £000
Within one year – 111 211 – 81 403
Between one and two years 1,680 67––– 1,747
Between two and five years – 302 – – – 302
Over five years – 327 – 299 – 626
Total 1,680 807 211 299 81 3,078
b) Currency and interest rate analysis of financial assets
The financial assets of the Group are primarily represented by cash and other liquid funds which are placed on deposit at floating and fixed rates of 
interest. Currency and interest rate exposure details of the total cash balance are set out below:
Weighted Weighted 
Total Interest free Floating rate Fixed rate average average time for 
2004 £000 £000 £000 £000 interest rate which rate is fixed
STG3,973 4 3,969 – 2.78%
EURO 6,137 542 5,595 – 1.31%
NZD 287 1 286 – 2.28%
ZAR 515 19 496 – 5.53%
AUD 1,686 – 1,658 28 3.79% 68 days
RUR 324 324–– 5.00%
Other 136 56 80 – 0.89%
13,058 946 12,084 28
Weighted Weighted 
Total Interest free Floating rate Fixed rate average average time for 
2003 £000 £000 £000 £000 interest rate which rate is fixed
STG 5,954 – 5,954 – 1.78%
EURO 9,189 – 9,189 – 0.68%
NZD 124 – 124 – 5.48%
ZAR207 –207 – 5.84%
AUD 762 – 733 29 5.03% 18 days
RUR –––––
Other 33 – 33 – 0.15%
16,269 – 16,240 29
Floating rate financial assets earn interest on relevant national LIBID equivalents. Of the £3,969,000 (2003: £5,954,000) floating rate Sterling 
denominated deposits, £nil (2003: £81,000) is held in a restricted bank account as guarantee for the loan notes issued in part consideration for the
acquisition of m4 Group Limited. Of the £5,595,000 (2003: £9,189,000) floating rate Euro denominated deposits, £716,000 (2003: £654,000)
is held in a restricted bank account as guarantee for commercial agreements. Of the £1,658,000 (2003: £733,000) floating rate and the £28,000
(2003: £29,000) fixed rate Australian Dollar denominated deposits £nil (2003: £68,000) and £28,000 (2003: £29,000) respectively are held in
restricted bank accounts as guarantees for commercial agreements.
Notes to the Financial Statements continued 43
25. Treasury information continued 
c) Currency exposures
The table below shows the Group’s currency exposures that give rise to the net monetary gains and losses recognised in the profit and loss account. 
Such exposures comprise the monetary assets and liabilities of the Group that are not denominated in the functional currency of the unit involved.
At 31 December, these were as follows:
Functional currency of Group operations Net foreign currency monetary assets/(liabilities) £000
2004 AUD STG EUR Other Total
STG –– 1,054 – 1,054
EUR 2––8 10
NZD –145 – – 145
2145 1,054 8 1,209
Functional currency of Group operations Net foreign currency monetary assets/(liabilities) £000
2003 AUD STG EUR Other Total
STG –– 2,829 – 2,829
EUR –––––
NZD –––––
–– 2,829 – 2,829
d) Fair values of financial assets and financial liabilities
The following is a comparison by category of book values and fair values of the Group’s financial assets and financial liabilities as at 31 December:
2004 2003
Book value Fair value Book value Fair value
£000 £000 £000 £000
Financial liabilities and loans (notes 13, 14 and 15) (1,007) (1,007) (3,078) (3,078)
Financial assets – cash at bank and in hand 13,058 13,058 16,269 16,269
The method and assumptions used in determining the fair value of deferred consideration are set out in note 15. The fair value of all other financial 
assets and liabilities is not materially different from the carrying value.
e) Short-term debtors and creditors
The Group has availed itself of the exemption provided within Financial Reporting Standard No. 13 to exclude its short-term debtors and creditors from 
the disclosures noted above.
f) Undrawn facilities
At 31 December, the Group had the following undrawn committed borrowing facilities available:
2004 2003
£000 £000
Expiring within one year (note (i)) 150 150
(i) This facility is in the form of an unsecured overdraft.
26. Contingent liabilities and commitments
As at 31 December 2004, the Group had the following contingent liabilities and commitments:
a) A commitment to issue an additional £10.6m worth of iTouch plc shares and cash to the vendors of Movilisto (the ratio is 50% shares and 
50% cash) by way of earn-out payment in 2005, subject to the achievement of certain EBIT targets. No deferred consideration has been provided.
b) A commitment to issue an additional £12.7m worth of iTouch plc shares to the vendors of Jippii by way of earn-out payment in 2005, subject to the 
achievement of certain EBITDA targets. No deferred consideration has been provided.
c) The Group, from time to time, is party to various legal proceedings. It is the opinion of the Directors that losses, if any, arising in connection with 
these matters will have no material adverse impact on the financial position of the Group. 44
27. Directors’ remuneration
Details of Executive and Non-Executive Directors’ emoluments and their interest in shares and options of the Company are shown within the report of 
the Remuneration Committee on pages 17 to 20.
Long-term incentive scheme
There were no long-term incentive schemes in place during 2004 or 2003.
Directors’ pensions 
There was no Directors’ pension scheme in operation during 2004 or 2003.
28. Related party transactions
As at 31 December 2004, iTouch was owned 34.71% (2003: 36.66%) by Independent News & Media PLC (‘Independent’) and 12.69%
(2003: 15.27%) by K.B. (C.I.) Nominees Limited. APN News & Media Limited, which is 39.70% (2003: 40.51%) owned by Independent,
held 2.86% (2003: 3.02%). Independent is a listed company on the Dublin and London Stock Exchanges.
During the year, the Group carried out a number of transactions with related parties in the normal course of business. The table below sets out the
aggregate transactions with Independent. The transactions were primarily for purchase of advertising space, general expenses, royalty payments and
provision of media content.
31 December Amounts Amounts 31 December
2003 invoiced (collected)/paid 2004
£000 £000 £000 £000
Independent
– Amounts receivable 2– (2) –
– Amounts payable (898) (1,493) 1,728 (663)
(896) (1,493) 1,726 (663)
During the financial year the Group obtained prepaid advertising at 50% of full rate card with Independent of £nil (2003: £72,000).
The following Rand denominated loans (which are interest free with no fixed repayment dates) are payable by the Group to Directors:
2004 2003
Group £ £
Wayne Pitout 152,140 149,635
Avi Azulai 152,140 149,635
304,280 299,270
The increase during the year is due to the movement in the foreign exchange rate.
Subsequent to the year end, a non-core business will be disposed to Avi Azulai, who was a Director of the Company in 2004 (note 30).
Notes to the Financial Statements continued 45
29. Material shareholders, subsidiary undertakings, joint venture and associate undertaking
On 25 July 2000, the Company and Independent entered into a Relationship Agreement which governs the ongoing relationship between the Company
and Independent in order to ensure that the Company is able to operate independently of Independent following flotation in August 2000, given that
Independent will continue to be a controlling shareholder of the Company. Under the Relationship Agreement, Independent has agreed, inter alia, that for
so long as it holds 30% or more of the Company’s issued voting share capital, it will procure that, so far as it is reasonably able, not more than one-third 
of all Directors are appointed by Independent and two-thirds of the Executive Directors must be autonomous of Independent, except for their executive
directorships of the Company.
As at 31 December 2004, iTouch plc was the smallest and largest group for which consolidated financial statements have been prepared.
Details of the Group and its principal subsidiaries as at 31 December 2004 are set out below:
Company name Country of incorporation Registered office Issued and fully paid share capital
iTouch plc United Kingdom Avalon House 406,747,594
(Registered number: 39911278) 57-63 Scrutton Street ordinary shares
London EC2A 4PF of 1p shares
United Kingdom
Principal subsidiary undertakings (all of which are consolidated and wholly-owned unless otherwise stated):
Company name Country of incorporation Issued and fully paid share capital Nature of business
iTouch UK Limited United Kingdom 4,000,000 ordinary shares Voice, Data
of £1 each and Business
Mobility services
iTouch South Africa (Pty) Limited South Africa 270 ordinary shares Voice, Data and 
of R1 each consultancy services
InTouch Technologies Limited Ireland 4,500,002 ordinary shares Voice and Data
of €1.27 each services
iTouch Australia Limited Australia 14,300,000 ordinary shares Voice, Data
of AUS$1 each and Business
Mobility services
Holliday Group Limited New Zealand 50,000 ordinary shares Business Mobility,
of NZ$1 each electronics and
consultancy services
Groupo iTouch Movilisto España SL Spain 4,660,600 ordinary shares Data services
of €1 each
Jippii Mobile Entertainment Oy Finland 10,000,000 ordinary shares Data services
of €1 each
ZAO Jippii Russia Russia 100 ordinary shares Data services
of RUR 140 each
The Company has guaranteed the liabilities of InTouch Technologies Limited for the purpose of Section 17 of the Irish Companies (Amendment) Act 
1986 (‘the Act’) and as a result the subsidiary has been exempted from filing provisions of Section 7 of the Act. 46
30. Subsequent events
The Group agreed to dispose the trade and assets of iTouch Business Mobility (‘iTBM’) to Blackbay Limited (‘Blackbay’), a company beneficially owned by
Avi Azulai, on 14 March 2005. The disposal was made on an unconditional basis, however, in order to accord with certain provisions under New Zealand
law, the completion of the transaction will not take place until mid-April 2005. The disposal will stop the consolidation of further losses from the business
and has no effect on core operations.  
The consideration was £1.1m of loan notes which are due to be repaid by Blackbay over the next 5 years. The loan notes bear an interest rate of 4.75% 
in year one rising to 7.75% in year five. The loan notes will be repaid in 6 equal instalments every 6 months, from the third year. In the event that Blackbay
receives any equity funding from a third party then Blackbay is obliged to use a sum equivalent to 50% of any such funding to pay down the loan notes.
The loan notes become repayable on a disposal of Blackbay by its current owners. Prior to completion iTouch and Avi Azulai will each contribute up to
£200,000 in funding to Blackbay. 
In calculating the carrying value of the loan notes the Directors have used the best estimates of the future cashflows of Blackbay. These are inevitably
subject to risks and uncertainties because they relate to future events.
The assets and liabilities to be disposed totalled £1.0m. As at 31 December 2004, iTBM owed the iTouch Group of companies £0.1m.
During 2004, £1.4m of goodwill was impaired in relation to this business (note 9).
The requirements of Financial Reporting Standard No. 3 (‘FRS 3’) do not permit the disposal of iTBM to be classified as a discontinued operation in 2004.
Therefore, the analysis below provides additional information regarding the disposal. Continuing operations can be further analysed as follows:
Operating
Revenue EBITDA(i) profit/(loss)(ii)
2004 £000 £000 £000
Business to be disposed – iTBM 1,854 (321) (2,037)
Acquisition – Jippii 3,448 (344) (827)
Other continuing operations 72,740 8,786 4,429
Total 78,042 8,121 1,565
Operating
Revenue EBITDA(i) profit/(loss)(ii)
2003 £000 £000 £000
Business to be disposed – iTBM 2,953 362 297
Other continuing operations 57,418 (473) (14,302)
Total 60,371 (111) (14,005)
Notes:  
(i) Before exceptionals
(ii) The impairment charge of £1,409,000 in 2004 (2003: £nil) relates to the Goodwill arising on the initial acquisition of the iTBM business.
Notes to the Financial Statements continued 47
Per cent Per cent Per cent Per cent
Monthly change Monthly change Monthly change Monthly change
average Q1 2004/ average Q2 2004/ average Q3 2004/ Average Q4 2004/
Jan-Mar Q1 2003 Apr-Jun Q2 2003 Jul-Sept Q3 2003 Oct-Dec Q4 2003
Voice (1, 2, 3, 4)
Total Minutes 3,255,889 (24%) 3,688,687 (19%) 4,973,065 (20%) 4,420,194 (52%)
Europe Minutes 2,844,841 (26%) 3,309,173 (20%) 4,614,760 (21%) 4,196,574 (53%)
Asia Pacific Minutes 22,832 (45%) 14,808 (62%) 5,234 (84%) – (100%)
Africa Minutes 388,216 (1%) 364,706 6% 353,071 (3%) 223,620 (12%)
Data Corporate (5, 6, 7)
Total Users 604 (16%) 509 (24%) 516 (4%) 517 (0%)
Messages 2,508,566 7% 2,522,156 (6%) 2,783,181 4% 3,265,798 24%
Africa Users 554 0% 471 (8%) 482 (2%) 482 3%
Messages 1,836,183 2% 1,731,981 (12%) 1,885,820 (13%) 2,368,700 15%
Other User 50 (70%) 38 (76%) 34 (23%) 35 (29%)
territories Messages 672,383 26% 790,175 10% 897,361 84% 897,098 60%
Consumer Data (8, 9, 10, 11)
Total Messages10,280,777211%11,807,909156%14,258,44359%15,035,10657%
Africa Messages 3,348,838 36% 4,260,364 84% 3,491,536 58% 3,613,287 29%
Other 
territories Messages 6,931,939 730% 7,547,545 228% 10,766,907 60% 11,421,819 69%
Business Mobility (14, 15)
Total Customers 38 (25%) 33 (39%) 39 (28%) 33 (37%)
Africa Customers – – – –
Other 
territories Customers 38 (25%) 33 (39%) 39 (28%) 33 (37%)
Non-Financial Operating Data (unaudited) 
Year ended 31 December 2004   48
Per cent Per cent Per cent Per cent
Monthly change Monthly change Monthly change Monthly change
average Q1 2003/ average Q2 2003/ average Q3 2003/ average Q4 2003/
Jan-Mar Q1 2002 Apr-Jun Q2 2002 Jul-Sept Q3 2002 Oct-Dec Q4 2002
Voice (1, 2, 3, 4)
Total Minutes 4,292,701 14% 4,545,151 65% 6,202,879 97% 9,225,035 269%
Europe Minutes 3,857,200 111% 4,161,456 100% 5,808,622 119% 8,943,692 342%
Asia Pacific Minutes 41,579 (57%) 38,814 (42%) 31,959 (45%) 25,936 (49%)
Africa Minutes393,922(78%)344,881(44%)362,298(18%)255,40740%
Data Corporate (5, 6, 7)
Total Users 722 (4%) 673 (14%) 537 (30%) 519 (33%)
Messages 2,337,315 40% 2,675,234 58% 2,664,916 (47%) 2,626,162 (51%)
Africa Users 554 4% 514 (6%) 493 (13%) 470 (17%)
Messages 1,802,427 96% 1,959,368 145% 2,177,901 (50%) 2,065,920 (57%)
Other Users168(23%)159(32%)44(78%)49(77%)
territories Messages 534,888 (29%) 715,866 (20%) 487,015 (34%) 560,242 14%
Consumer Data (8, 9, 10, 11)
Total Messages 3,301,640 59% 4,611,923 99% 8,953,463 159% 9,560,702 189%
Africa Messages 2,466,176 38% 2,313,289 15% 2,211,051 (11%) 2,800,358 8%
Other 
territories Messages 835,464 183% 2,298,634 634% 6,742,412 598% 6,760,344 842%
Business Mobility (14, 15)
Total Customers 51 (16%) 54 0% 54 13% 52 13%
Africa Customers – (100%) – (100%) – (100%) – (100%)
Other 
territories Customers 51 (15%) 54 2% 54 15% 52 16%
Non-Financial Operating Data (unaudited) continued
Year ended 31 December 2003 49
Voice
(1) ‘Minutes’ is the total duration of billable Voice calls in a given month.
Calls in Europe and Australasia are charged at premium rates; calls
in South Africa are charged at standard mobile rates. Calls include
services in South Africa where iTouch provides a Voice service on
behalf of a third party and services in Europe where third parties
handle services on behalf of iTouch. 
(2) Voice calls made in respect of Consumer Data products (e.g.
Ringtones, Picture Messages and Logos) largely to facilitate billing are
recorded as messages and revenue. The Voice system is used largely
to facilitate billing for products in Europe and South Africa.
(3) The NFOD includes estimates for third party Voice services in Europe.
Corporate Data
(4) ‘Corporate data users’ are defined as the total number, on the last day
of the month in question, of uniquely identifiable customers who had
subscribed to or used the service (whether on a fixed fee or per
message payment basis) or registered prepaid users with prepaid
messages remaining. Prepaid users are defined as customers who paid
a charge in advance for a fixed number of messages.
(5) ‘Messages’ are defined as the total number of billable messages.
Billable messages are the total number of messages sent by corporate
customers who subscribed to or used the service (whether on a fixed
fee or per message payment basis). 
(6) Corporate Data NFOD includes data on services provided to, in
conjunction with, or on behalf of, third party companies.
Consumer Data
(7) ‘Messages’ are defined as the total number of billable messages.
Billable messages are the total number of messages for which a
charge has been made. This category includes the total number of
messages sent to consumers registered for an Alerts service messages
sent to mobile originate customers and messages sent to customers
requesting special features for their mobile phone (including ringtones
and picture messages).
(8) Consumer Data NFOD includes data on services provided to, in
conjunction with, or on behalf of, third party companies.
Business Mobility 
(9) A Business Mobility solution is the automation of a business process
onto a handheld mobile device which is used by an individual whilst
away from their desk or office. 
(10) ‘Business Mobility customers’ are defined as the number of unique
businesses who have implemented at least one iTouch Business
Mobility solution or received related consultancy or services, or
purchased relevant hardware, and who are billable in the month,
either for an initial fee or an ongoing licence fee. 
Calculation of averages
(11) The ‘Monthly Average’ for each quarter is calculated as the sum of the
NFOD for the three months concerned divided by three, even when
a service in a particular territory started only in the second or third
month of that quarter. This has the effect of reducing the ‘monthly
average’ figure for that quarter with a consequential impact on
dependent percentage calculations.
Testing
(12) Voice and Data recorded traffic may include some minor activity
generated by testing and monitoring of services.
Notes to Non-Financial Operating Data 50
Notice of Annual General Meeting
Notice is hereby given that the fifth Annual General Meeting of iTouch plc
will be held on 13 May 2005 at Olswang, 90 High Holborn, London,
WC1V 6XX, commencing at 12.30 pm for the following purposes:
As Ordinary Business, to consider and, if thought fit, pass the following
resolutions which will be proposed as Ordinary Resolutions:
1. To receive, approve and adopt the annual accounts of the Company
for the financial year ended 31 December 2004, together with the
Report of the Directors and the Report of the Auditors thereon.
2. To re-elect Ivan Fallon who retires in rotation in accordance with the
Company’s articles of association and the Combined Code.
3. To re-elect Brendan Hopkins who retires in rotation in accordance with
the Company’s articles of association and the Combined Code.
4. To re-elect Christopher Rowlands who retires in rotation in accordance
with the Company’s articles of association and the Combined Code.
5. To elect Roland Denning who, having been appointed a Director by
the Directors since the last Annual General Meeting, would in
accordance with the Company’s articles of association vacate office at
the conclusion of this meeting unless reappointed.
6. To reappoint PricewaterhouseCoopers LLP to hold office as auditors of
the Company from the conclusion of this meeting until the conclusion 
of the next Annual General Meeting at which accounts for the
Company are laid before the Company and to authorise the Directors
to agree their remuneration.
As Special Business to consider and, if thought fit, pass the following
resolutions, where Resolutions 7 and 8 are to be proposed as Ordinary
Resolutions and Resolution 9 to be proposed as a Special Resolution:
7. To receive and adopt the Report of the Remuneration Committee.
8. That:
the Directors be and are hereby generally and unconditionally
authorised pursuant to Section 80 of the Companies Act 1985 (the
“Act”) to exercise all the powers of the Company to allot relevant
securities as defined in Section 80(2) of the Act within the terms of
the restrictions and provisions following, namely:
a) this authority shall (unless previously revoked, varied or renewed
by the Company in general meeting) expire at the conclusion of
the next Annual General Meeting of the Company or 12 August
2006 whichever is earlier; and
b) this authority shall be limited to the allotment of relevant
securities up to an aggregate nominal amount of £1,358,504.59.
The said authority shall allow and enable the Directors to make
an offer or agreement before the expiry of that authority which
would or might require relevant securities to be allotted after
such expiry and the Directors may allot relevant securities in
pursuance of such an offer or agreement as if the authority
conferred hereby had not expired.
The authority conferred by this paragraph shall be in substitution for all
previous authorities to allot relevant securities granted to the Directors
which are hereby revoked but without prejudice to the allotment of any
relevant securities already or to be made pursuant to such authorities.
9. That:
subject to the passing of Resolution 8 the Directors be and are hereby
given power in accordance with Section 95 of the Companies Act
1985 (the “Act”) to allot equity securities as defined in Section 94(2)
of the Act for cash, either pursuant to the general authority conferred
on the Directors in Resolution 8 above or by an allotment of equity
securities such as is referred to in Section 94(3A) of the Act, as if
sub-section (1) of Section 89 of the Act did not apply to any such
allotment, provided that the power hereby granted:
(a) shall be limited to:
(i) the allotment of equity securities for cash up to an
aggregate nominal value not exceeding £203,775.69; and
(ii) the allotment of equity securities in connection with or
pursuant to an issue or offer by way of rights in favour of
the holders of equity securities in the capital of the
Company on the register on a fixed record date in
proportion (as nearly as may be) to their respective
holdings of equity securities subject only to such exclusions
or other arrangements as the Directors may consider
necessary or expedient to deal with fractional entitlements
or legal or practical problems under the laws of or the
requirements of any recognised regulatory body or stock
exchange in any territory; and
(b) shall (unless previously revoked, varied or renewed) expire at the
earlier of conclusion of the next Annual General Meeting of the
Company or 12 August 2006 whichever is earlier. 
The said power shall allow and enable the Company to make an offer
or agreement before the expiry of that power which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such an offer or
agreement as if the authority conferred hereby had not expired.
By order of the Board
M A Le Houx
Secretary
Avalon House
57-63 Scrutton Street
London EC2A 4PF
7 April 2005
Notes:
(i) A member entitled to attend and vote at the Meeting convened by this Notice is entitled to
appoint one proxy to attend and, on a poll, to vote instead of him or her. A proxy need not
be a Member of the Company. The appointment of a proxy will not preclude a Member from
being present at the Meeting and voting in person if he or she so wishes.
(ii) To be valid, the enclosed white form of proxy and any authority under which it is executed
must be lodged with the Company’s Registrars, Computershare Investor Services plc, The
Pavilions, Bridgwater Road, Bristol BS13 8FB not later than 48 hours before the time
appointed for the holding of the Meeting or any adjourned meeting.
(iii) The following documents will be available for inspection at the Company’s registered office,
Avalon House, 57-63 Scrutton Street, London EC2A 4PF during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until
the close of the Meeting and will be available for inspection at the place of the Annual
General Meeting, for at least 15 minutes prior to and during the meeting:
(a) the register of Directors’ interests in the ordinary shares of the Company kept in
accordance with Section 325 of the Companies Act 1985; and
(b) copies of all service contracts of the Directors of the Company.
(iv) To be entitled to attend and vote at the Meeting a member must be entered on the register
of members of the Company by 12 noon on 11 May 2005. Changes to entry on the register
of members after 12 noon on 11 May 2005 shall be disregarded in determining the rights of
any person to attend and/or vote at the meeting. If the meeting is adjourned, the time by
which a person must be entered on the register of members of the Company in order to
have the right to attend or vote at the adjourned meeting is 12 noon on the day before the
day preceding the date fixed for the adjourned meeting. 51
Shareholder Information
Share price information
The iTouch plc share price is published in the Financial Times and is
available on teleshare number 0870 400 3939.
Registrars
All queries regarding shareholdings, dividends, lost share certificates or
changes of address should be communicated in writing, stating the
registered shareholder’s name and address, to Computershare Investor
Services plc, The Pavilions, Bridgwater Road, Bristol BS99 7NH.
Shareholders with hearing difficulties may use a special textphone
number: 0870 600 3950.
Crest
The Company’s shares entered the CREST system in 2000. CREST is
voluntary and shareholders can choose whether to hold shares in
certificated or electronic (uncertificated) form. Shareholders can obtain
further information about dealings in CREST from a stockbroker or financial
advisor or direct from CREST Co Limited, Trinity Tower, 9 Thomas More
Street, London E1 9YN.
Website
The iTouch plc website is located at www.itouchplc.com.
Unsolicited mail
The Company’s shareholder register is open for public inspection.
Organisations may therefore be able to use the register as a mailing list.
Shareholders can write to the Mailing Preference Services, Freepost 22,
London W1E 7E2 to limit the amount of unsolicited mail they receive. 52
iTouch plc
Avalon House
57-63 Scrutton Street
London
EC2A 4PF
United Kingdom
Tel: +44 (0)20 7613 6000
www.itouchplc.com
iTouch Australia
Level 4
2 Elizabeth Plaza
PO Box 1438
North Sydney
NSW 2060
Australia
Tel: +61 (0)2 9409 9600
www.itouch.com.au
iTouch Ireland
3050 Lake Drive
City West Digital Park
Co Dublin
Ireland
Tel: +353 (0)1 411 2345
www.itouch.ie
www.57777.ie
iTouch South Africa 
9th Floor, The Terraces
34 Bree Street
Cape Town
8001
South Africa
Tel: +27 (0)21 415 2100
www.itouch.co.za
www.35050.co.za
iTouch UK
Avalon House
57-63 Scrutton Street
London
EC2A 4PF
United Kingdom
Tel: +44 (0)20 7613 6000
www.itouch.co.uk
www.8181.co.uk
Jippii Mobile Entertainment Oy
Mekaanikonkatu 21
00880 Helsinki
Finland
www.jippii.fi
Movilisto
Calle Cinca 19
28002 Madrid
Spain
Tel: +34 (0)91 745 0545
www.movilisto.com
Group Directory
Designed and produced by 
Typeset by Orb Solutions
Printed by royle corporate print
Front cover photography by Marcus Lyon
Board photography by Emily Bowling  iTOUCH ANNUAL REPORT AND ACCOUNTS 2004
www.itouchplc.com