Optimisa plc
Annual Report and Financial Statements
For the year ended 31 December 2007
Company No. 3860539 Optimisa plc
Financial statements for the year ended 31 December 2007
Company Information
Company registration 3860539
Registered office 2nd Floor
209-215 Blackfriars Road
London
SE1 8NL
Directors R F Littleboy, Chairman
S J Dannatt, Chief Executive
D B Rankin, Director
J D H Waters, Director
R C Porter, Non-executive Director
J Humpish, Non-executive Director
(appointed 26 February 2008)
Secretary J D H Waters
Bankers Barclays Bank plc
1 Park Row
Leeds
LS1 5WU
Solicitors HRO Grant Dawe LLP
1 Hammersmith Grove
Hammersmith
London
W6 0NB
Independent auditors PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Benson House
33 Wellington Street
Leeds
LS1 4JP
Nominated adviser and broker Noble and Company Limited
120 Old Broad Street
London
EC2N 1AR
Registrars Capita Registrars plc
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
West Yorkshire
HD8 0LA Optimisa plc 1
Financial statements for the year ended 31 December 2007
Index
Page
Highlights 2
Chairman’s statement 3
Chief Executive’s review 4
Report of the directors 7
Corporate governance statement 13
Independent auditors’ report to the members of Optimisa plc 15
Consolidated income statement 17
Consolidated statement of recognised income and expense 18
Consolidated balance sheet 19
Consolidated cash flow statement 20
Notes to the consolidated financial statements 21
Independent auditors’ report to the members of Optimisa plc 51
Parent Company balance sheet 53
Notes to the Parent Company financial statements 54
Notice of Annual General Meeting 63 Optimisa plc 2
Financial statements for the year ended 31 December 2007
Highlights
● Revenue up from £5.89m in 2006 to £11.42m in 2007, an increase of 94%
● Gross profit growth from £4.62m in 2006 to £8.09m in 2007, an increase of 75%
● Adjusted profit before tax up from £0.75m in 2006 to £1.36m in 2007, an increase of 81% (see
note 1)
● Profit before tax in 2007 increased to £1.26m from £0.73m in 2006
● nxtMOVE Corporation (nxtMOVE) and Andrew Irving Associates Limited (AIA) strongly
earnings per share enhancing in 2007
● Adjusted earnings per share up 34% to 18.37p (2006: 13.69p) (see note 1)
● Basic earnings per share up 27% to 16.65p (2006: 13.15p)
● On 19 October 2007, eq group plc (EQ) was acquired for a total consideration £13.13m
(including debt of £6.16m)
● A placing of 600,000 shares in October 2007 raising £7.45m net of expenses
● A subdivision of ordinary shares on a six for one basis in October 2007
● Total equity (shareholders’ funds) rose to £12.65m at 31 December 2007 (2006: £4.43m)
● Net debt of £3.72m at 31 December 2007 (2006: nil)
● 2007 final dividend 3.0p; total 2007 dividend 4.67p, an increase of 25% (2006: 3.75p)
● Excluding acquisitions, headcount increased by 27% to 71 in the year ended 31 December 2007.
Including acquisitions, headcount increased to 200 (115 at EQ and 14 at Report International
Limited (RIL))
● Integration of EQ financial and IT back office systems including the launch of a group wide
intranet for knowledge management
● We have strengthened the executive management team with the recruitment of a group business
development director in 2007 and new CEOs for Quaestor Research & Marketing Strategists
Limited (Quaestor), Buckingham Research Associates Limited (Buckingham) and kae: marketing
intelligence Limited (KAE) in 2008
Note 1
Reconciliation: reported profit before tax to adjusted profit after tax
2007 2006
£’000 £’000
Reported PBT 1,257 728
Amortisation of customer contracts and relationships 104 26
Adjusted PBT 1,361 754
Taxation (253) (97)
Adjusted PAT 1,108 657
Adjusted EPS pence 18.37 13.69
Basic EPS pence 16.65 13.15 Optimisa plc 3
Financial statements for the year ended 31 December 2007
Chairman’s statement
I am pleased to report that the 2007 results exceeded even our high expectations with adjusted earnings
per share (EPS), up 34% to 18.37p. In addition, we more than doubled the size of your company with
the acquisition of eq group plc (EQ) in October 2007, for a total cost of £13.13m including debt of
£6.16m.
EQ transforms Optimisa’s service offering, client base and capacity and thereby underpins the long term
growth prospects of the Group. We are confident that it will meet our demanding investment criteria in
2008 and beyond.
The excellent results for the year ended 31 December 2007 reflect the continuing success of our growth
strategy. We invest in our people and infrastructure with the objective of maintaining organic growth in
all our business units of over 10% per annum over the long term. This target was well exceeded in 2007.
In addition, we acquired businesses which are expected to be earnings enhancing in their first full year
with a similar objective of providing longer term organic growth of at least 10% pa. I am happy to
report that both nxtMOVE Corporation (nxtMOVE) and Andrew Irving Associates Limited (AIA),
bought in 2006, were strongly earnings enhancing in 2007. EQ and Report International Limited (RIL),
both acquired in 2007, had little overall impact on earnings last year. However, we are confident that
they will both be earnings per share enhancing in 2008 and make a significant contribution to the overall
results. 
The acquisition of EQ in October 2007 was funded from a combination of £7.45m raised from an
equity placing, our cash resources (including overdraft) of £1.93m and £3.75m of bank loans. Our strong
cash flow enabled us to bring net debt down to £3.72m by 31 December 2007.
Our balance sheet remains strong and should benefit from sustained strong cash generation during 2008.
With borrowing facilities of £5.50m we are well placed to continue our buy and build strategy if the
opportunities arise. Nevertheless, the opportunity to raise margins at EQ nearer to the kae: marketing
intelligence Limited (KAE) levels will alone provide a major engine for growth as will the benefits of our
continuing investment in our people throughout the enlarged Group.
2007 has been an exciting and challenging year and we are extremely pleased with the outcome. The
current year poses different challenges, which we believe will be as exciting and successful. We have
already strengthened the top management team and more senior hires are expected. We are looking at
potential opportunities to expand geographically into both North America and the Far East at minimal
cost or risk.
To date there has been little impact on our businesses from the current financial turmoil or the slow
down in the US economy. Although we are prepared for some impact we are confident that we are well
placed to continue to show well above average growth even against a markedly less benign overall
economic background. It should be appreciated that our high value added marketing consultancy services
are generally a very tiny proportion of our blue chip clients overall marketing spend, and tend to be far
more resilient to any cut backs as a result of a slow down in the major economies.
Your Board and management team remain highly focused on shareholder value. Our excellent record of
growth in sales, profit and earnings per share over the last two years and our prospects in 2008 and
beyond has, however, not made our share price immune from the recent stock market declines.
Consequently, we will continue to monitor the attractions of purchasing our own shares for cancellation
and have shown our confidence in the future by raising the 2007 dividend by 25% to 4.67p.
R F Littleboy 
Chairman Optimisa plc 4
Financial statements for the year ended 31 December 2007
Chief Executive’s review
I am very pleased to report that 2007 was another year of outstanding performance. The business has
virtually doubled in size in the year with revenue rising from £5.89m in 2006 to £11.42m in 2007 an
increase of 94%. Gross profit also increased substantially, from £4.62m in 2006 to £8.09m in 2007 an
increase of 75%. As a consequence of both further organic growth and the full impact of the acquisition
of EQ we expect the business to double in size in the coming year.
Adjusted profit before tax was above target, increasing by 81% from £0.75m in 2006 to £1.36m in 2007.
We started the year with an exceptionally strong core business in the form of KAE, our marketing
strategy and market analysis consulting operation supported by the highly talented qualitative research
agency, AIA in the UK and nxtMOVE, specialists in market analysis and strategic decision support, in
the US.
These businesses once again exceeded our high expectations, expanding both the depth of their
relationships with long-standing clients and the breadth of clients served. In addition, consistent with our
operational integration strategy, we made significant advances in developing Group wide best practice
business operations. This had a positive impact internally, but more importantly in improving the range
and quality of services offered to our clients and helping the performance of the Group overall.
As an example, organic growth in revenue for KAE alone was over 33%. Operating margins at KAE
before central costs were well in excess of 20%. 
The results for the year to 31 December 2007 include an eight month contribution from RIL, which was
acquired on 2 May 2007, and slightly over two months of contribution from the companies within EQ,
which was acquired on 19 October 2007. 
RIL is a long established media analysis company with an impressive client base in the UK, Europe and
North America and a network of analysts in over 40 countries around the world. We had known the
management for some time and saw an opportunity to expand the business into digital, blog and new
media analysis alongside the more traditional services. It has taken longer than planned to restructure the
business and a small loss was made in the eight month period ended 31 December 2007. However, RIL
is now profitable and making steady positive progress and we expect an earnings-enhancing performance
in the full year 2008.
The acquisition of EQ has transformed the Optimisa business. On an annualised basis, the business had
revenue of £10.39m, larger than the annualised revenue of the Optimisa Group pre the EQ group
acquisition. At acquisition it had a headcount of around 110 people, also larger than the 82 in the
Optimisa group at that point. However, margin performance was significantly below that enjoyed by
Optimisa at less than 10%. The combination of the businesses has provided an opportunity to enhance
the overall performance of Optimisa both by improving the profitability of the EQ companies and by
cross selling and increasing our spread of overheads. In addition we have diversified both our service
range and sector exposure, which reduces commercial risk. 
EQ comprises Quaestor Research and Marketing Strategists Limited (Quaestor) based in Leeds, a full
service market research and marketing strategy business, Buckingham Research Associates Limited
(Buckingham), a specialist quantitative research and analysis company based near Maidenhead and
Summit Studios Limited, based in Ealing, West London. 
Quaestor, which employed 86 people when acquired and had a turnover of £6.70m in 2006, has a strong
base of clients in the Financial Services, Consumer and Media sectors. We believe its integration with the
wider Group offer will bring benefits to its existing client base as well as offering opportunities for
further ‘in sourcing’ of work already being done by other Group companies.
Buckingham, which employed 22 people when acquired and had a turnover of £3.35m in 2006,
substantially broadens our quantitative analytic capabilities both in the realm of traditional market
research but also in our ability to process information held in client systems – further building our data
analytics capability. Optimisa plc 5
Financial statements for the year ended 31 December 2007
Chief Executive’s review (continued)
Both Quaestor and Buckingham were business partners with Optimisa companies before the acquisition
and we have made great strides in expanding working and business development relationships across the
Group. Inter-company networking and business was a key objective of the acquisition and has far
exceeded our expectations to-date. In the short period EQ was part of the Group before the year-end, it
produced results in line with our expectations and delivered over £2.09m of revenue and £0.28m of
operating profit.
We started the year with 56 employees in the Group. Our total headcount at the end of the year was
200, with an average number of employees of 102. A key component of the rationale of making the EQ
acquisition was the opportunity it provides to drive up revenue per employee and consequently margin
performance. For 2007, KAE produced revenue per employee of £176,000 which compares to £73,000
per employee for Quaestor and £180,000 per employee at Buckingham. We consider operating income
per employee a key indicator of performance and will be looking to drive this up during 2008.
Investment in high performing individuals continues as a top priority for the Group and we have been
delighted to expand our management team with the addition of a Group business development director
at the end of 2007 and new CEOs at Quaestor, Buckingham and KAE in 2008.
Group wide training and development programmes are also being implemented to ensure we both
enhance and retain the very high calibre people we are fortunate to have in the team. Following the
successes of previous years we plan to repeat our staff rotation programme to provide internal
development opportunities as well as improving management efficiencies and knowledge sharing.
To support best practice business management, knowledge sharing and provision of the very best
services to our clients, we are investing heavily in IT infrastructure and integration across all business
units. Top priorities are on speed of operation, ease of access to critical business information from all
locations and collaboration tools allowing efficient and effective client delivery from teams drawn from
more than one business unit.
The overall Optimisa business focus remains on delivering high value, commercially based market and
marketing advice to help our clients grow their businesses profitably. Broadly speaking all of the advisory
work conducted by the Group falls into one of two areas:
● Helping our clients protect and improve their existing businesses by advising on customer
retention, competitive strategy, product portfolio optimisation and margin improvement;
● Helping our clients build and expand by advising on market opportunity assessment, new
product/service development and launch and market entry strategy.
As a consequence of our ability to advise on ‘defence’ as well as ‘attack’, we believe we are very well
placed to withstand sector or market downturns and are continuing to win business in sectors already
under pressure from the credit crisis.
All businesses in the Group share one common business philosophy ‘Opinion with Evidence’, which
encapsulates our ambition to provide the very best consulting advice supported with evidence drawn
from customers (market research), the business environment (market, competitor intelligence and macro
economics) and information held by our clients themselves (CRM, Sales and channel information).
Our key client sectors now comprise Financial Services, Telecoms, Media and Consumer and we have
made good progress in expanding our work with the public sector. Operating income grew in all these
sectors in 2007 and we have been particularly pleased with our rapid development in the Media sector,
an area in which we see substantial opportunity moving forward.
Once again we have set demanding growth targets for each of our business units in the current year.
While there is clearly some uncertainty in how the current financial turbulence will influence the
spending patterns of our clients, to date we have seen little impact in our core business. Perhaps,
surprisingly to some, our financial services practice has been the best performing area of the business in
the first few months of 2008. Optimisa plc 6
Financial statements for the year ended 31 December 2007
Chief Executive’s review (continued)
Having said this, we are keeping a very watchful eye on business in general and are keeping tight control
on operating expenses to ensure any sector downturn is spotted and dealt with quickly.
Consolidation and integration of the businesses that we have within the Group is a top strategic priority
for the coming year. We continue to focus on maximising the business potential and opportunities
presented by both expanding the range of services we provide to our existing client base as well as
winning business from new clients. 
We will continue to invest in people development and infrastructure to support organic business growth
and improve operating efficiency and have already had a good deal of success in sharing expertise across
business units and clients, something we see as a key differentiator from our sector competitors and a
capability from which we derive significant commercial advantage.
We plan to further expand our operations in North America over the medium term. The current
uncertain economic climate in the US may present an investment opportunity and we believe carefully
managed investment and growth will pay dividends in the long term.
We also plan to develop our own operation in Asia during the year. We already outsource a considerable
volume of work to local companies and see a very large opportunity to develop business working for
European and North American companies interested in expanding and improving their operations in
Asia. We are aggressively pursuing more work in this area and, based on current workload, we would
expect to have a team of 20 people in place by the end of this year.
The Group adopted International Financial Reporting Standards (IFRS) during the year. The main impact
for the Group of adopting IFRS is the recognition and subsequent amortisation of intangible assets such
as customer lists and customer order books.
Finally, I would like to take this opportunity to thank our team for their hard work, commitment and,
most importantly, the inspiration, to do more and better, that they provide to both the senior
management team and myself – without them we would not have achieved the success we currently
enjoy.
Simon Dannatt
Chief Executive Optimisa plc 7
Financial statements for the year ended 31 December 2007
Report of the directors
The directors present their report together with the audited financial statements for the year ended
31 December 2007.
Principal activities and business review
The principal activity of the Group is that of marketing consultancy. The Group’s operations are located
in the United Kingdom and in the United States of America. The Group is incorporated and domiciled
in the United Kingdom.
A review of the business and a review of the future developments of the Group are included in the
Chief Executive’s review on pages 4 to 6.
Results and dividends
The Group made a profit after taxation for the year of £1,004,000 (2006: £631,000 restated under IFRS).
A final dividend relating to 2006 of 2.50 pence per share and an interim dividend relating to 2007 of
1.67 pence per share have been paid in the year resulting in the distribution of reserves recognised in the
year of £221,000 (2006: £135,000). The directors recommend a final 2007 dividend payment of 
3.00 pence per share.
Directors
The Board comprises three executive directors and three non-executive directors.
Ron Littleboy 
Non-executive Chairman
A graduate of the London School of Economics, Ron joined Williams de Broe Hill Chaplin stockbrokers
as a research analyst in 1972. A partner for eight years, he left in 1987 to join Nomura International
where he spent 15 years until 2002. His career at Nomura progressed from Head of European Research
to Executive Director of equities and lastly Executive Director of the investment bank with responsibility
for a substantial number of the bank’s private equity investments in the TMT and leisure sectors. His
expertise in the leisure and media fields has encompassed research advisory services, fund raising and
board positions. Since leaving Nomura he has provided consultancy services to a number of leisure and
media companies and has focused his time on progressing the strategy for Optimisa, where he became
chairman in September 2002.
Simon Dannatt 
Chief Executive
After graduating from Oxford as a physicist, Simon worked as a consultant with the Strategy Consultants
L.E.K. Consulting. He then moved to what is now Cap Gemini Ernst & Young and developed his
expertise in commercial market analysis and marketing strategy, working on a wide range of projects at
senior management level across Europe. Simon joined KAE in 1994 and became managing partner in
2000. His strategic marketing responsibility within the organisation means that Simon oversees all new
service development, cross-functional teamwork and strategic planning to deliver effective commercial
solutions to clients.
David Rankin 
Finance Director
David was invited to join KAE in 1991 while he was the Finance Director of a FTSE 250 plc. His
previous experience and network from his time at L.E.K. Consulting were quickly put to use in helping
transform KAE into the strategic marketing consultancy it is today. With a particular focus on financial
services and telecommunications, David has continued to develop a series of innovative approaches to
measure, model and calculate the potential of existing operations and future opportunities. Optimisa plc 8
Financial statements for the year ended 31 December 2007
Report of the directors (continued)
Jonathan Waters 
Director 
Jonathan joined KAE in 2000, bringing extensive HR experience to the management team. His role has
grown significantly since 2004 when he joined the Board taking responsibility for all operational matters
for the business. He developed his people management skills initially at J. Sainsbury plc reporting to the
Board on remuneration strategy for the Group and then at Computer Team Group, an IT recruitment
consultancy, during a period of acquisition leading to the successful integration of four distinct cultures
into a united team of over 100 employees which delivered a turnover of over £100m. Jonathan has a BA
in Politics, a Diploma in Personal Management, and is MCIPD qualified.
Robert Porter 
Non-executive Director
Appointed to the Optimisa Board in May 2006, Robert began his career with KPMG, where he qualified
as a chartered accountant before moving on to Price Waterhouse, Houston, Texas. On returning to the
UK he spent 17 years in international investment and private banking, working in senior roles with
responsibility for finance and operations with organisations such as Samuel Montague Limited, Long-
Term Credit Bank of Japan, Republic National Bank of New York and Dai-Ichi Kangyo Bank. Robert is
currently the Group Finance Director of Hartest Holdings plc, an AIM listed company that supplies and
manufactures instrumentation and medical equipment.
John Humpish
Non-executive Director
John is currently the Chief Marketing Officer of Zurich Financial and joined the Optimisa Board as a
non-executive director on 26 February 2008. John’s previous positions include international marketing
leadership roles in the investment management businesses of Deutsche Bank, AXA and Robert Fleming.
His early career was spent at Mars Incorporated in a variety of marketing positions. John was previously
a non-executive director of eq group plc up to the date of acquisition by Optimisa plc.
The directors and their interests in the shares of the company
The directors who served the Company during the year and up to the date of signing the financial
statements together with their beneficial interests in the 25 pence ordinary shares of the Company were
as follows:
At At
31 December 31 December
2007 2006
(re-stated following
share sub-division)
111111111111111111111111111111111111111
R F Littleboy 511,998 511,998
S J Dannatt 861,936 861,936
D B Rankin 861,936 861,936
J D H Waters 59,394 59,394
R C Porter – –
J Humpish (appointed 26 February 2008) – –
222222222222222222222222222222222222222
Rotation of directors 
Directors who have held office for the last two Annual General Meetings will be required to retire from
office and offer themselves for re-appointment at the next Annual General Meeting (AGM). The number
of directors retiring and offering themselves for re-appointment must be less than one-third of the
current directors on the Board.
David Rankin and Jonathan Waters, having held office for the last two Annual General Meetings, are
due to retire at the AGM and will offer themselves for re-election.
John Humpish was elected to the Board of Optimisa plc on 26 February 2008. Optimisa plc 9
Financial statements for the year ended 31 December 2007
Report of the directors (continued)
Directors and officers insurance
The Group insures its directors and officers for any loss for claims made against them during the period
they are in office for any wrongful act committed by them in their capacity as directors or officers of
the Group. This excludes any dishonest or fraudulent act or omission or any wilful violation of law.
Share options
No share options were granted in the year ended 31 December 2007. 
The Group has Enterprise Management Incentive (EMI) schemes granted in previous years (see note 25).
The only director to have an interest in the scheme was J D H Waters. His interests in the scheme were
as follows (re-stated following share sub-division):
At At
1 January Granted 31 December Exercise
2007 in the year 2007 Price
Number Number Number Pence Option period
111111111111111111111111111111111111111
EMI 24,000 – 24,000 150 March 2007 to
March 2010
EMI 24,000 – 24,000 150 March 2008 to
March 2011
222222222222222222222222222222222222222
Share placing and share sub-division
On 19 October 2007, 600,000 shares were issued at £13.00 per share. A subsequent six for one share
sub division was approved on 22 October 2007, whereby the existing £1.50 ordinary shares were sub-
divided into six new ordinary shares of 25 pence each.
Warrants
On 10 July 2007, 2,864 warrants were exercised over an equivalent number of new ordinary shares of
£1.50 each for a total nominal value of £4,296. There was no premium on these shares.
Substantial shareholders
According to the register held by the Company, in addition to the directors’ interests disclosed above,
the following have interests of 3% or more of the issued share capital at 31 December 2007:
Number of Percentage of
ordinary shares share capital
111111111111111111111111111111111111111
Noble Fund Managers 789,930 8.866%
Close Investments 786,000 8.821%
ISIS Equity Partners 786,000 8.821%
Octopus Asset Management 468,000 5.252%
Dennis John Lloyd King 339,996 3.816%
Hargreave Hale Ltd 271,200 3.044%
222222222222222222222222222222222222222
Share purchase
A special resolution permitting Optimisa to purchase its own ordinary shares to a maximum aggregate of
900,000 shares was passed at the AGM held on 14 May 2007.
Optimisa subsequently purchased 27,500 of its own shares through its broker in February 2008 for a
value of £41,400. These shares will be held as treasury shares in the balance sheet and will be part of
the settlement for the deferred consideration for Andrew Irving Associaties Limited. The Group may
make further purchases of its own shares in the future if the Board considers the market conditions to
be favourable. Optimisa plc 10
Financial statements for the year ended 31 December 2007
Report of the directors (continued)
Research and development
The main research and development activity in the Group is undertaken by Report International Limited.
The expense in the year includes work, which is largely carried out by consultants, on the development
of online media analysis tools which will provide flexible and tailored online solutions for clients, and on
an Outlook based timesheet application.
Employees
The Group is committed to its employees and seeks to provide a positive, supportive and rewarding
work environment, where continuous personal development is core to the business ethos. This is
supported by:
● weekly business review meetings;
● monthly business unit meetings;
● bi-annual employee reviews; and
● continuous employee training programmes.
The Group has a mentoring program whereby all new employees are assigned a mentor when they join
one of the companies within the Group. These mentors help the new employee to settle in to the
companies day to day activities, enable the employee to grasp their role and responsibilities quicker and
ensures the employee adds value to the company at an early stage.
The Group recognises that employee workloads and responsibilities are changing and devloping all the
time. With this in mind, the Group offers continual training programs to enhance the employee’s skill
base to assist the business with meeting its future challenges. Many of these training programmes are
performed across the spectrum of the companies within the Group, exposing individual staff members to
ever wider contacts within the Group.
Policy on the payment of creditors
It is the Group’s policy to settle the terms of payment with suppliers when agreeing the terms of the
transaction, to ensure that suppliers are aware of these terms and to abide by them. Such payments are
usually within 30 days of the receipt of an invoice. As the Company is a holding company it has no
trade creditors, accordingly, no disclosure can be made of the year-end creditor days.
Principal risks and uncertainties
The Board has overall responsibility for managing the risks across the Group in a business that is reliant
on its people and IT systems to grow and to deliver its services. Policies and procedures are in place to
manage and eliminate the risks wherever possible. The Group’s financial risk management policies are
discussed in more detail in note 4.
People 
People are key to the business and the Group will need to continue to attract and retain highly skilled
and qualified employees from which to grow the business. Though it cannot be guaranteed that these
employees will always be available, the business seeks to provide a positive work environment to retain
and attract people to the team. The Group monitors closely the satisfaction of its employees and ensures
that remuneration packages reflect both contribution and the wider employment market. The Group
offers bonus schemes which are related to the individual and Group companies’ performances which
allow employees to participate in the success of the Group.
Information technology
The Group’s IT systems are the main method that it delivers and stores internal and client project
information. The Board takes responsibility to ensure that the risks associated with this are reviewed
regularly and fully understood. To this extent the Board has appointed a Group IT director to ensure
that security, functionality and accessiblility is consistent across the Group, enabling the continuation and
the support of further cross company activity whilst mitigating the risk of system issues. Optimisa plc 11
Financial statements for the year ended 31 December 2007
Report of the directors (continued)
The finance systems are being upgraded to the very latest versions to ensure that systems are supported,
up to date and that the benefits in product improvements assist the analysis that is being provided to
management teams further enhancing the decision making process and the ever smoother running of the
individual companies.
All Group systems are protected from external intervention by the latest technologies and the Group has
also implemented a disaster recovery plan which would enable the Group to continue operations in the
light of a catestrophic event.
Key performance indicators
The directors monitor the business primarily on net revenue (gross margin) and operating margin, both
at operating unit and Group level as well as on an individual project basis. The ongoing performance of
the business is monitored by reference to pipeline proposals and future commissioned projects on a net
revenue basis. Overhead costs are monitored continuously through the provision of monthly management
accounts with variances to budget analysed.
Employee performance is also monitored as an indicator of Group performance with specific attention
being paid at operating unit level to revenue per employee and timesheet allocation. Employees are also
monitored on their achievement of targets in relation to their business development activities to ensure
they are driving the business forward. 
As people are a key asset to the business, the success of the Group in attracting and retaining quality
employees is also monitored on a continuous basis.
The environment
As a Group, we are committed to the development of policies that are friendly to the environment when
carrying out our activities. A number of initiatives are already in place with many of the best ideas
coming from the team. We are award winning recyclers of waste material, print on double sided paper,
control (where possible) office lighting on sensor controls, hold records in electronic format, and use
public transport for business travel where appropriate.
Statement of directors’ responsibilities in respect of the Annual Report and the financial
statements
The directors are responsible for preparing the Annual Report and the Group and the parent company
financial statements in accordance with applicable law and regulations. 
Company law requires the directors to prepare financial statements for each financial year. Under that
law the directors have prepared the Group financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union, and the parent company financial
statements in accordance with applicable law and United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting Practice). The Group and parent company financial statements
are required by law to 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 then apply them consistently;
● make judgements and estimates that are reasonable and prudent;
● state that the Group financial statements comply with IFRS as adopted by the European Union,
and with regard to the parent company financial statements that applicable UK Accounting
Standards have been followed, subject to any material departures disclosed and explained in the
financial statements;
● prepare the Group and parent company financial statements on the going concern basis unless it
is inappropriate to presume that the Group will continue in business, in which case there should
be supporting assumptions or qualifications as necessary.  Optimisa plc 12
Financial statements for the year ended 31 December 2007
Report of the directors (continued)
The directors confirm that they have complied with the above requirements in preparing the financial
statements.
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 Group financial statements comply with the Companies Act 1985 and Article 4 of the IAS
Regulation and the parent company financial statements comply with the Companies Act 1985. They are
also responsible for safeguarding the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in
the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Provision of information to auditors
In so far as each of the directors are aware:
1. there is no relevant audit information of which the Group’s auditors are unaware; and
2. each director has taken all steps that he ought to have taken to make himself aware of any
relevant audit information and to establish that the auditors are aware of that information.
Independent Auditors
During 2007, PricewaterhouseCoopers LLP were appointed as auditors in accordance with section 385 of
the Companies Act 1985. A resolution to re-appoint PricewaterhouseCoopers LLP, who have indicated
their willingness to continue as auditors to the Company will be proposed at the Annual General
Meeting.
ON BEHALF OF THE BOARD
J D H Waters
Company secretary
21 April 2008 Optimisa plc 13
Financial statements for the year ended 31 December 2007
Corporate governance statement
The directors recognise the value of the Principles of Good Governance and have taken measures to
ensure that the Group has adopted measures appropriate for a Group of its size. As an Alternative
Investment Market (AIM) listed company, the Group are not required to comply with the Combined
Code of the Financial Services Authority (FSA).
Directors
The Board is responsible for approving Group policy and strategy. It met 18 times during the financial
year and has a schedule of matters specifically reserved to it for decision. Management supply the Board
with timely information and the Board are free to seek any further information they consider necessary.
Relations with shareholders
The Group values the views of its shareholders and recognises their interest in the Group’s strategy and
performance. The Annual General Meeting is used to communicate with shareholders and they are
encouraged to participate. The directors will be available to answer questions at the Annual General
Meeting. Separate resolutions are proposed on each issue in order that they can be given proper
consideration and there is a resolution to approve the Annual Report and financial statements.
Internal control
The Board is responsible for maintaining a strong system of internal control to safeguard shareholders’
investment and the Group’s assets. The system of internal control is designed to provide reasonable, but
not absolute, assurance against material misstatement or loss.
The directors are responsible for the Group’s system of financial control and for reviewing its
effectiveness. 
The key features of the systems of financial control are as follows:
● the Group is headed by an effective Board which leads and controls the Group. The final
selection of any director is performed by the full Board and any appointment is approved by the
Board; and
● the Board receives and reviews on a timely basis financial and operating information appropriate
to being able to discharge its duties.
The Group’s operating procedures include systems for reporting financial and non-financial information
to the Board including:
● preparation and review of annual plans and budget;
● preparation and review of monthly management information reports; and
● review of the business at each Board meeting.
The Board has considered the need for an internal audit function but has decided that the size of the
Group does not justify it at present. 
Audit Committee
The Audit Committee is responsible for monitoring the integrity of the financial statements, including the
annual and interim reports, and all announcements in connection with its financial performance. The
committee also reviews: all significant financial reporting issues; significant financial returns to the
regulator and any financial information contained in any document or announcement of a price sensitive
nature. The committee meets on a quarterly basis and is comprised of Robert Porter – Chair, Ron
Littleboy and David Rankin. Optimisa plc 14
Financial statements for the year ended 31 December 2007
Corporate governance statement (continued)
Remuneration Committee
The Remuneration Committee is responsible for determining and agreeing with the Board the framework
and broad policy for the remuneration of the Chief Executive, Chairman and executive directors. The
Committee meets twice per year and comprises of Ron Littleboy – Chair, Robert Porter and Simon
Dannatt.
Going concern
Having reviewed the financial position and after making enquiries, the directors have a reasonable
expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. Optimisa plc 15
Financial statements for the year ended 31 December 2007
Independent auditors’ report to the members of Optimisa plc
We have audited the Group financial statements of Optimisa plc for the year ended 31 December 2007
which comprise the consolidated income statement, the consolidated balance sheet, the consolidated
statement of recognised income and expense, the consolidated cash flow statement and the related notes.
These Group financial statements have been prepared under the accounting policies set out therein.
We have reported separately on the parent company financial statements of Optimisa plc for the year
ended 31 December 2007.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Group financial statements in accordance with applicable
law and International Financial Reporting Standards (IFRS) as adopted by the European Union are set
out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the Group financial statements in accordance with relevant legal and
regulatory requirements and International Standards on Auditing (UK and Ireland). 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 Group financial statements give a true and fair view
and whether the Group financial statements have been properly prepared in accordance with the
Companies Act 1985. We also report to you whether in our opinion the information given in the Report
of the directors is consistent with the Group financial statements. The information given in the Report
of the directors includes that specific information presented in the Chief Executive’s review that is cross
referred from the Principal activities and business review section of the Report of the directors. 
In addition we report to you if, in our opinion, we have not received all the information and
explanations we require for our audit, or if information specified by law regarding director’s remuneration
and other transactions is not disclosed.
We read other information contained in the Group financial statements and consider whether it is
consistent with the audited Group financial statements. The other information comprises only the
Highlights, the Chairman’s statement, the Chief Executive’s review, the Report of the directors and the
Corporate Governance statement. We consider the implications for our report if we become aware of
any apparent misstatements or material inconsistencies with the Group financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the Group financial statements. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation of the Group financial
statements, and of whether the accounting policies are appropriate to the Group’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
Group financial statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation
of information in the Group financial statements. Optimisa plc 16
Financial statements for the year ended 31 December 2007
Independent auditors’ report to the members of Optimisa plc
(continued)
Opinion
In our opinion:
● the Group financial statements give a true and fair view, in accordance with IFRS as adopted by
the European Union, of the state of the Group’s affairs as at 31 December 2007 and of its profit
and cash flows for the year then ended;
● the Group financial statements have been properly prepared in accordance with the Companies
Act 1985; and
● the information given in the Report of the directors is consistent with the Group financial
statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Leeds
21 April 2008 Optimisa plc 17
Financial statements for the year ended 31 December 2007
Consolidated income statement
2007 2006
Note £’000 £’000
Revenue 6 11,415 5,894
Cost of sales (3,325) (1,275)
111 111
Gross profit 8,090 4,619
Administrative expenses excluding depreciation and amortisation (6,570) (3,847)
Depreciation (94) (30)
Amortisation (125) (37)
111 111
Total administrative expenses (6,789) (3,914)
Other operating income – 18
111 111
Operating profit 1,301 723
Finance income 7 51 26
Finance costs 8 (95) (21)
111 111
Profit before income tax 10 1,257 728
Income tax expense 12 (253) (97)
111 111
Profit attributable to equity shareholders 1,004 631
222 222
All activities in both the current and previous year relate to continuing operations.
Earnings per share (pence) for the earnings attributable to equity shareholders
Basic 15 16.65 13.15
Diluted 15 16.56 12.79
The notes on pages 21 to 50 are an integral part of these consolidated financial statements. Optimisa plc 18
Financial statements for the year ended 31 December 2007
Consolidated statement of recognised income and expense
2007 2006
Note £’000 £’000
Currency translation differences 26 (16) (99)
111 111
Net expense recognised directly in equity (16) (99)
Profit for the year 1,004 631
111 111
Total recognised income for the year 988 532
222 222
The notes on pages 21 to 50 are an integral part of these consolidated financial statements. Optimisa plc 19
Financial statements for the year ended 31 December 2007
Consolidated balance sheet
2007 2006
Note £’000 £’000
Assets
Non-current assets
Property, plant and equipment 17 651 105
Intangible assets – goodwill 16 14,284 2,008
Intangible assets – other 16 599 76
Deferred income tax assets 13 126 86
111 111
Total non-current assets 15,660 2,275
222 222
Current assets
Inventories – work in progress 198 –
Current income tax recoverable 114 –
Trade and other receivables 19 4,555 1,647
Cash and cash equivalents 1,137 1,596
111 111
Total current assets 6,004 3,243
222 222
Total assets 21,664 5,518
222 222
Current liabilities
Trade and other payables 20 (3,257) (938)
Current income tax liabilities (487) (38)
Borrowings 21 (1,660) –
Deferred consideration 23 (101) –
111 111
Total current liabilities (5,505) (976)
222 222
Non-current liabilities
Borrowings 21 (3,197) –
Deferred consideration 23 (155) (101)
Deferred income tax liabilities 13 (154) (15)
111 111
Total non-current liabilities (3,506) (116)
111 111
Total liabilities (9,011) (1,092)
111 111
Net assets 12,653 4,426
222 222
Capital and reserves attributable to equity holders of the Company
Ordinary shares 24 2,227 1,323
Share premium 26 7,880 1,334
Merger reserve 26 914 914
Foreign currency translation reserve 26 (115) (99)
Retained earnings 26 1,747 954
111 111
Total equity 26 12,653 4,426
222 222
The notes on pages 21 to 50 are an integral part of these consolidated financial statements.
The financial statements were approved by the Board of directors on 21 April 2008 and were signed on
its behalf by:
Jonathan Waters
Director Optimisa plc 20
Financial statements for the year ended 31 December 2007
Consolidated cash flow statement
2007 2006
Note £’000 £’000
Cash flows from operating activities:
Profit before income tax 1,257 728
Adjustments for:
Depreciation 17 94 30
Amortisation 16 125 37
Share option cost 10 –
Finance income 7 (51) (26)
Finance costs 8 95 21
111 111
Operating cash flow before changes in
working capital and provisions 1,530 790
Decrease in inventories 99 –
Increase in trade and other receivables (787) (74)
Increase in trade and other payables 63 264
111 111
905 980
Interest paid (82) (21)
Interest received 51 26
Income tax paid (92) (66)
111 111
Net cash generated from operating activities 782 919
222 222
Cash flows from investing activities:
Acquisition of subsidiaries, net of cash acquired (7,945) (990)
Acquisition of property, plant and equipment (PPE) (103) (27)
Proceeds from sale of PPE 11 –
Payments to acquire intangible assets (12) (12)
Proceeds on sales of investments – 103
111 111
Net cash used by investing activities (8,049) (926)
222 222
Cash flows from financing activities:
Proceeds from the issue of share capital 7,805 1,010
Cost of share issue (355) (8)
Proceeds from borrowings 3,686 –
Repayments of borrowings (5,074) –
Dividends paid to Company’s shareholders (221) (135)
111 111
Net cash generated from financing activities 5,841 867
222 222
Net (decrease)/increase in cash and cash equivalents (1,426) 860
Opening cash and cash equivalents 1,596 757
Exchange gain/(loss) on cash and cash equivalents 2 (21)
111 111
Closing cash and cash equivalents* 172 1,596
222 222
* Cash and cash equivalents at 31 December 2007 comprises cash balances of £1,137,000 
(2006: £1,596,000) and bank overdraft balances of £965,000 (2006: £nil).
The notes on pages 21 to 50 are an integral part of these consolidated financial statements. Optimisa plc 21
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements
1. Transition to IFRS
For all periods up to and including the year ended 31 December 2006, the Group prepared its financial
statements in accordance with United Kingdom generally accepted accounting practice (UK GAAP).
These financial statements, for the year ended 31 December 2007, are the first the Group is required to
prepare in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union (EU).
In preparing these financial statements which comply with IFRS as adopted by the EU, the Group has
started from an opening balance sheet as at 1 January 2006, the Group’s date of transition to IFRS, and
made those changes in accounting policies and other restatements required by IFRS 1 for the first-time
adoption of IFRS.
Exemptions applied
IFRS 1 allows/requires first-time adopters certain exemptions from the general requirement to apply
IFRS retrospectively upon adoption. The Group has taken the following exemptions;
● IFRS 3, ‘Business Combinations’ has not been applied to acquisitions of subsidiaries that occurred
before 1 January 2006.
● Cumulative currency translation differences for all foreign operations are deemed to be zero as at
1 January 2006.
Other exemptions have not had a material impact on the Group.
2. Summary of significant accounting policies
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC)
interpretations as adopted by the European Union (EU) and with those parts of the Companies Act
1985 applicable to companies reporting under IFRS. These consolidated financial statements have been
prepared under the historical cost convention with the exception of derivative financial instruments and
share based payments which are recognised at fair value.
The following standards, amendments and interpretations to existing standards have been published and
are mandatory for the Group’s accounting periods beginning on or after 1 January 2008 or later periods.
Adoption of these standards is not anticipated to have any material effect on the current financial
position or performance of the Group.
● IFRS 8 Operating segments
● IAS 23 (revised) Borrowing costs
● IAS 1 (revised) Presentation of financial statements
● IFRS 3 (revised) Business combinations
● Amendment to IFRS 2 Share based payments
● IFRIC 11 Group and treasury share transactions
● IFRIC 12 Service concession arrangements
● IFRIC 13 Customer loyalty programmes relating to IAS 18 Revenue
● IFRIC 14 (IAS 19) Defined benefit assets. Optimisa plc 22
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
2.2 Basis of consolidation
The consolidated financial statements incorporate the results of the parent company and each of its
subsidiaries for the financial year ended 31 December 2007. Subsidiaries’ are entities controlled by the
Group. Control is deemed to exist when the Group has the power, directly or indirectly to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. The results of
subsidiaries are included in the consolidated financial statements from the date the control commences
until the date that control ceases.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group.
The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date, irrespective of the extent of any minority
interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable
net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net
assets of the subsidiary acquired, the difference is recognised directly in the income statement.
Consolidation of the individual company accounts within the Group is done on a line by line basis. The
accounting policies of subsidiaries have been changed where necessary to ensure consistency with the
policies adopted by Group. Intra-group balances and transactions are eliminated on consolidation.
2.3 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statement of each of the Group’s entities are measured using the currency
of the primary economic environment in which the entity operates (“the functional currency”). The
consolidated financial statements are presented in UK Pounds, which is the Group’s functional and
presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of such transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in the income statement.
(c) Group companies
The results and financial position of Group entities that have a functional currency different from the
presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities are translated at the closing rate at the date of the balance sheet;
(ii) income and expenses are translated at the average exchange rate over the period; and
(iii) all resulting exchange differences are recognised as a separate component of equity
(foreign currency translation reserve (FCTR)).
2.4 Property, plant and equipment
Property, plant and equipment (PPE) is stated at cost less accumulated depreciation. Cost comprises the
purchase price of property, plant and equipment together with any incidental costs of acquisition. 
Subsequent costs are included in the asset’s carrying value or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. All repairs and maintenance expenditure is
charged to the income statement as incurred. Optimisa plc 23
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
2.4 Property, plant and equipment (continued)
Depreciation on PPE is calculated to write their cost down to their residual values over their remaining
useful economic lives by annual equal instalments, as follows:
Short leasehold property 5 years
Fixtures, fittings and equipment 3 – 5 years
Motor vehicles 4 years
The assets’ residual values and useful lives are reviewed and adjusted if appropriate, at each balance sheet
date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s
carrying amount is greater than its estimated recoverable amount (note 2.6).
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and
are recognised within administrative expenses in the income statement.
2.5 Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of
the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill on acquisitions
of subsidiaries is included in intangible assets. Goodwill is tested annually for impairment and carried at
cost less accumulated impairment losses. Impairment losses on goodwill are not reversed.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the
entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing.
(b) Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and
bring to use the specific software. These costs are amortised over their estimated useful economic lives
(three years).
(c) Customer contracts and relationships
In accordance with IFRS 3, “Business Combinations”, an intangible asset acquired in a business
combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair
value of the intangible asset reflects a valuation at the acquisition date of the future economic benefits
embodied in the asset that are expected to flow to the Group. 
Intangible assets identified at acquisition date for the nxtMOVE Corporation, Andrew Irving Associates
Limited, Report International Limited and eq group plc acquisitions related to customer contracts and
relationships. Customer contracts and relationships acquired through a business combination are deemed
to have a finite life, being either the contracted period (1 to 18 months), or an estimate of the tenure of
the relationship at acquisition date (up to 8 years depending on nature). 
The fair value attributed at acquisition date is amortised on a straight line basis over the finite life to
which the value is attributed.
The Group has elected not to restate business combinations that occurred prior to 1 January 2006, the
date of transition to IFRS, and accordingly no customer contracts and relationships have been recognised
in relation to business combinations prior to transition.
(d) Development expenditure
Development expenditure on an individual project is recognised as an intangible asset only when the
Group can demonstrate the technical feasibility of completing the project so that it will be available for
use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate
future economic benefits, the availability of resources to complete the project and the ability to measure
reliably the expenditure during development. Following initial recognition of development expenditure as Optimisa plc 24
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
2.5 Intangible assets(continued)
an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment
losses. Amortisation of the asset begins when development is complete and the asset is available for use.
It is amortised over the period of expected future benefit. During the period of development, the asset is
tested annually for impairment.
2.6 Impairment of non-financial assets
Assets that have an indefinite useful life, for example, goodwill, are not subject to amortisation and are
tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and
value in use.
2.7 Financial assets
The Group only has one category of financial assets, loans and receivables. Loans and receivables are
non-derivative financial assets with fixed or determinable payments that are not quoted in an active
market. They are included in current assets, except for maturities greater than 12 months after the
balance sheet date. These are classified as non-current assets. The Group’s loans and receivables
comprise “trade and other receivables” and “cash and cash equivalents” in the balance sheet (notes 2.10
and 2.11).
Loans and receivables are carried at amortised cost using the effective interest rate method.
The Group assesses, at each balance sheet date, whether there is objective evidence that a financial asset
or a group of financial assets is impaired.
2.8 Derivative financial instruments
The Group uses derivative financial instruments such as forward currency contracts and interest rate
swaps to hedge its risks associated with foreign currency and interest rate fluctuations. Derivatives are
initially measured at fair value on the date the derivative contract is entered into and are subsequently
remeasured at their fair value. As the derivative financial instruments used by the Group do not qualify
for hedge accounting, changes in the fair value of any derivative instruments are recognised immediately
in the income statement within other gains/(losses) and are shown net.
2.9 Inventories
The only category of inventories held by the Group is work in progress. Work in progress is stated at
the lower of cost and net realisable value. The cost of work in progress comprises external direct cost of
sales and direct labour costs. Net realisable value is the estimated selling price in the ordinary course of
business, less costs to complete.
2.10 Trade receivables
Trade receivables are recognised at fair value, less provision for impairment. A provision for impairment
of trade receivables is established when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the receivables. Significant financial difficulties
of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or
delinquency in payments are considered indicators that the trade receivable is impaired.
The amount of the provision is the difference between the asset’s carrying amount and the present value
of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of
the asset is reduced through the use of a doubtful debt provision, and the amount of the loss is
recognised in the income statement within administrative expenses. When a trade receivable is
uncollectible, it is written off against the doubtful debt provision. Subsequent recoveries of amounts
previously written off are credited against administrative expenses in the income statement. Optimisa plc 25
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
2.11 Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits on call with banks, other short term highly
liquid investments with maturities of three months or less, and bank overdrafts. Bank overdrafts are
shown within borrowings in current liabilities on the balance sheet.
2.12 Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method.
2.13 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. Subsequent measurement is
based on amortised cost and any difference between the proceeds (net of transaction of costs) and the
redemption value is recognised in the income statement over the period of the borrowings using the
effective interest rate method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the balance sheet date.
2.14 Current and deferred income tax
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
balance sheet date in the countries where the Company’s subsidiaries operate and generate taxable
income. 
Deferred tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
However, deferred income tax is not accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit. Deferred income tax is determined using tax rates and laws that
have been enacted or substantively enacted at the balance sheet date and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred
income tax is not discounted as the effects are not material.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will
be available against which the temporary differences can be utilised.
2.15 Provisions
A provision is recognised in the balance sheet when the Group has a legal or constructive obligation as a
result of a past event, it is probable than an outflow of economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. If the effect is material,
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the
liability. 
Provisions for deferred consideration on acquisitions have been made based upon management’s current
expectation as to the outcome of the determining factors. As deferred consideration is part of the
consideration for the acquisition the amount provided for in the accounts has led to a resultant increase
in the goodwill associated with that acquisition. Any revisions to the amount of deferred consideration
provided for are similarly reflected by a revision to goodwill.
2.16 Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from the proceeds. Optimisa plc 26
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
2.16 Share capital(continued)
Where any Group company purchases the Company’s equity share capital (treasury shares), the
consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted
from equity attributable to the Company’s equity holders until the shares are cancelled or reissued.
Where such shares are subsequently reissued, any consideration received, net of any directly attributable
incremental transaction costs and the related income tax effects, is included in equity attributable to the
Company’s equity holders.
2.17 Dividend distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial
statements in the period in which the dividends are approved by the Company’s shareholders.
2.18 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of services in
the ordinary course of the Group’s activities. Revenue is shown net of value added tax and discounts
and after eliminating sales within the Group.
Revenue is recognised as follows:
(a) Sales of services 
Sales of services are recognised in the accounting period in which the services are rendered, by reference
to completion of the specific transaction, assessed on the basis of the actual service provided as a
proportion of the total services to be provided.
(b) Interest income
Interest is recognised on an accruals basis.
2.19 Exceptional items
Exceptional items are those significant items which are separately disclosed by virtue of their size or
incidence to enable a full understanding of the Group’s financial performance. Transactions which may
give rise to exceptional items are principally gains or losses on disposal of investments and subsidiaries
or impairments of fixed assets, as well as the reversal of such impairments.
2.20 Employee benefits
(a) Pension obligations
Group companies operate or contribute to various defined contribution pension schemes. A defined
contribution plan is a pension plan under which the Group pays fixed contributions into a third party
entity. The Group has no further payment obligations once the contributions have been paid.
Contributions payable to these schemes are charged to the period in which the obligation arises.
(b) Share option scheme
The Group operates equity settled executive and employee share option arrangements and all share based
remuneration is ultimately recognised as an expense in the income statement with a corresponding credit
to shareholders funds. Upon exercise of the share options fulfilled by the issue of new shares, the
proceeds received net of any directly attributable transaction costs up to the nominal value of the shares
are allocated to share capital with any excess being recorded as share premium.
All share based payment arrangements granted after 7 November 2002 are recognised in the financial
statements, with the exception of those vesting before 1 January 2006.
The fair value of the options is measured using a Black Scholes valuation model of options with non-
market performance conditions. Optimisa plc 27
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
2.21 Leases
(a) Operating leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the income statement on a straight-line basis over the period of the lease.
(b) Finance leases
Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and
rewards of ownership to the Group. 
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate
on the finance balance outstanding. The corresponding rental obligations, net of finance charges are
included in borrowings. The interest element of the finance cost is charged to the income statement over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period. The assets acquired under finance leases are included in property, plant and
equipment and are depreciated over the shorter of the useful economic life of the asset and the lease
term.
2.22 Net debt
Net debt comprises cash and cash equivalents, bank and other current loans, finance lease liabilities and
derivative financial instruments. 
3. Critical accounting estimates and judgements
The preparation of financial statements in conformity with IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise judgment in the process of applying the
Group’s accounting policies. The nature of estimation means that actual outcomes could differ from
those estimates. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities with the next financial year are discussed
below.
Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each
reporting date. Goodwill is tested annually for impairment and at other times when such indicators exist.
Other non-financial assets are tested for impairment when there are indicators that the carrying amounts
may not be recoverable.
When value in use calculations are undertaken, management must estimate the expected future cash flows
from the asset or cash generating unit and choose a suitable discount rate in order to calculate the
present value of those cash flows.
Deferred tax assets
Management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and level of future taxable profits. Optimisa plc 28
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
4. Financial risk management
The Group’s activities expose it to some financial risks, the main ones being foreign exchange risk and
interest rate risk. The Group is also exposed to credit risk and liquidity risk but these are considered to
be of lesser significance. Risk management is carried out by the Board of directors and senior
management. The Group does not enter into derivative contracts for speculative purposes.
(a) Market risk
The Group operates internationally and also invoices customers in a number of foreign currencies. It is
therefore exposed to foreign exchange risk arising from exchange rate movements, primarily between the
US dollar, the Euro and the UK pound. Foreign exchange risk arises from future commercial
transactions, recognised assets and liabilities and net investments in foreign operations.
Management reviews the foreign currency exposure on a regular basis and, when appropriate, enters into
forward contracts to manage the foreign exchange currency risk. At 31 December 2007 no forward
contracts were outstanding.
(b) Interest rate risk
The Group’s interest risk arises from bank borrowings. Bank borrowings which are at variable rates and
expose the Group to cash flow risk. Management review the interest rate risk on a periodic basis. Short-
term interest rate swaps to fix the interest rate for a period of time are undertaken when considered
appropriate to manage the cash flow risk arising from the interest rate exposure. The bank borrowings
interest payable is based on the London Inter Bank Offer Rate (LIBOR). An increase in the LIBOR rate
of 0.25% would result in an increase in interest payable of approximately £10,000 per annum.
(c) Credit risk
Credit risk is managed by each individual operating unit, monitored regularly on a Group basis. Due to
the nature of the Group’s business, credit risk is assessed on a customer by customer basis prior to
entering into contractual arrangements. Credit risk is mitigated by the invoicing in advance of 50% of the
agreed project fee.
(d) Liquidity risk
The Group maintains flexibility in its funding and currently has an unutilised revolving credit facility
which can be employed if required, mitigating the liquidity risk.
5. Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a
going concern in order to provide returns for shareholders and benefits for other stakeholders and to
maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid
to shareholders, return capital to shareholders, issue new shares or purchase its own shares.
In the year ended 31 December 2007 the Group went from a 100% equity based capital structure to a
capital structure which includes a moderate amount of debt. The gearing was introduced as the Group
expanded its operations with the acquisition of eq group plc. The Board decided to introduce debt
finance into the capital structure at this point in order to increase the expected return to shareholders
whilst maintaining an acceptable level of risk. Future decisions on capital structure will be similarly made
by the Board, based on the specific circumstances facing the Group, and with the objective of
maximising shareholder return whilst maintaining risk at an acceptable level. The level of gearing at 
31 December 2007 is 29% (net debt : total equity) which the Board considers appropriate at this time.  Optimisa plc 29
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
6. Segmental information
(a) Primary reporting format – business segments
The directors regard the Group as operating in one primary segment, that being marketing consultancy. 
(b) Secondary reporting format – geographical segments
The Group’s businesses are based in the UK, with the exception of nxtMOVE which is based in the
US. All of the Group’s businesses have customers based around the world, but the main areas where
revenue is generated are the UK, the rest of Europe and the US.
2007 2006
£’000 £’000
Revenue
United Kingdom 6,025 2,108
Rest of Europe 1,163 415
US 4,185 3,371
Other countries 42 –
111 111
11,415 5,894
222 222
Revenue is allocated based on the country in which the customer is located.
2007 2006
£’000 £’000
Total assets
United Kingdom 20,577 4,372
Rest of Europe – –
US 1,087 1,146
Other countries – –
111 111
21,664 5,518
222 222
Total assets are allocated based on where the assets are located.
2007 2006
£’000 £’000
Capital expenditure
United Kingdom 133 29
Rest of Europe – –
US 1 10
Other countries – –
111 111
134 39
222 222
Capital expenditure is allocated based on where the assets are located.
7. Finance income
2007 2006
£’000 £’000
Interest receivable on bank deposits 51 26
222 222 Optimisa plc 30
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
8. Finance costs
2007 2006
£’000 £’000
Interest payable on bank borrowings 82 21
Interest payable on finance leases 5 –
Deferred consideration: unwinding of discount (note 23) 8 –
111 111
Total finance costs 95 21
222 222
9. Directors and employees
The average monthly number of persons (including executive directors) employed by the Group during
the year was made up as follows:
2007 2006
Number Number
Marketing consultants 95 42
Central support staff 7 6
111 111
102 48
222 222
Staff costs during the year in respect of these persons were as follows:
2007 2006
£’000 £’000
Wages, salaries and benefits in kind 4,413 2,388 
Social security costs 407 240 
Other pension costs 216 121
111 111 
5,036 2,749
222 222
Remuneration in respect of executive and non-executive directors was as follows:
2007 2006
£’000 £’000
Emoluments 365 302 
Pension contributions 99 47 
111 111
464 349
222 222
Directors’ emoluments include base salary, bonus and benefits in kind. Pension contributions include one
director whose contributions are paid into a defined contribution scheme and two directors whose fixed
contributions are paid into Self Invested Personal Pensions (S.I.P.P.).
The key management of the Group are the same as the directors of the Group, therefore no additional
disclosure of key management compensation has been provided.
Amounts set out above include remuneration in respect of the highest paid director as follows:
2007 2006
£’000 £’000
Emoluments 139 113 
Pension contribution 28 20
111 111 
167 133
222 222 Optimisa plc 31
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
10. Profit before income taxation
2007 2006
£’000 £’000
The following items have been included in arriving at profit before income tax:
Research and development costs 52 –
Amortisation of deferred development costs 7 –
Employee benefits expense (note 9) 5,036 2,749
Depreciation of property, plant and equipment:
– Owned assets 76 30
– Under finance leases 18 –
Amortisation of intangible assets 125 37
Cost of inventories recognised as an expense 607 –
Operating lease payments 364 250
222 222
11. Services provided by the Group’s auditor
During the year the Group, including the overseas subsidiary, obtained the following services from the
Group’s auditor, as detailed below: 
2007 2006
£’000 £’000
Fees payable to Company auditor for the audit of the parent
company and consolidated financial accounts 12 –
Fees payable to Company auditor for other services:
– audit of Company’s subsidiaries pursuant to legislation 42 –
– tax compliance services 11 –
111 111
65 –
222 222
In the prior year £24,000 was paid and in the current year £7,000 was paid to the Group’s former
auditors.
12. Income tax expense
Analysis of charge in year 2007 2006
£’000 £’000
Current tax:
– current year 293 32
– adjustment in respect of previous years 1 –
111 111
Total current tax 294 32
222 222
Deferred tax (note 13):
– Origination and reversal of temporary differences (46) (5)
– Utilisation of previously recognised tax losses 8 70
– Impact of change in UK tax rate 1 –
– Adjustment in respect of previous years (4) –
111 111
Total deferred tax (41) 65
111 111
Total income tax charge 253 97
222 222 Optimisa plc 32
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
12. Income tax expense (continued)
Tax reconciliation
The tax for the year is lower (2006: lower) than the standard rate of corporation tax in the UK (30%).
The differences are explained below:
2007 2006
£’000 £’000
Profit before tax 1,257 728
111 111
Profit on ordinary activities multiplied by rate of corporation tax
in the UK of 30% (2006: 30%) 377 218
111 111
Effects of: 
Higher rate of tax payable in foreign countries 8 5
Expenses not deductible for tax purposes 7 3
Income not subject to tax – (16)
Adjustments in respect of previous years (3) –
Marginal rate relief – (7)
Utilisation/recognition of previously unrecognised tax losses (136) (106)
111 111
(124) (121)
111 111
Total taxation 253 97
222 222
There is a change in the UK corporation tax rate which will be effective from 1 April 2008. Deferred
tax relating to temporary differences which are expected to reverse prior to 1 April 2008 is measured at
30% and deferred tax relating to temporary differences expected to reverse after 1 April 2008 is
measured at 28% as these are the rates that will apply on reversal.
13. Deferred tax
The deferred tax included in the balance sheet is as follows:
2007 2006
£’000 £’000
Deferred tax asset
Tax losses carried forward 103 86
Depreciation in excess of capital allowances 23 –
111 111
126 86
222 222
Deferred tax liability
Accelerated capital allowances 5 –
Acquisition fair value adjustments 149 15
111 111
154 15
222 222 Optimisa plc 33
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
13. Deferred tax (continued)
Trading losses:
The balance for deferred tax losses carried forward at 31 December 2007 relates to trading losses carried
forward in Optimisa plc and Report International Limited, the deferred tax asset in each company being
£80,000 and £23,000 respectively. Recoverability of this asset is dependent upon there being sufficient
future trading profits in these two companies against which the brought forward tax losses can be offset.
In addition Report International Limited has £79,000 unrecognised trading losses that the Directors do
not believe it is appropriate to recognise due to the uncertainty that these will be utilised in the
foreseeable future. The additional deferred tax asset if these losses were recognised is £22,000.
Capital losses:
Unrelieved tax losses relating to capital disposals in previous years of approximately £13,210,000 remain
available to offset against future taxable gains in Optimisa plc. The potential deferred tax asset of
£3,699,000 associated with these losses has not been recognised as the directors do not expect them to
be utilised in the future.
The movement in the deferred tax asset and the deferred tax liability in the year is as follows:
2007 2006
Deferred tax asset £’000 £’000
At 1 January 86 159
Credited/(charged) to the income statement 14 (73)
On acquisition of subsidiary 26 –
111 111
At 31 December 126 86
222 222
2007 2006
Deferred tax liability £’000 £’000
At 1 January 15 –
Credited to the income statement (27) (8)
On acquisition of subsidiary 166 23
111 111
At 31 December 154 15
222 222
14. Ordinary dividends
2007 2006
£’000 £’000
Equity – ordinary
Final 2006 paid: 2.50 pence per share (final 2005: 1.67 pence per share) 132 70
Interim 2007 paid: 1.67 pence per share (interim 2006: 1.25 pence per share) 89 65
111 111
221 135
222 222
The dividend per share figures prior to the 6 for 1 share sub-division on 22 October 2007 have been
restated to reflect the dividend per share after the share sub-division enabling the dividend per share to
be comparable over the two years.
In addition the directors are proposing a final dividend in respect of the financial year ending 
31 December 2007 of 3.0 pence per share which will absorb an estimated £267,000 of shareholders
funds. It will be paid on 6 June 2008 to shareholders who are on the register of members on 18 April
2008. Optimisa plc 34
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
15. Earnings per share
2007 2006
Basic earnings per ordinary share (pence) 16.65 13.15
Diluted earnings per ordinary share (pence) 16.56 12.79
Adjusted earnings per share (pence) 18.37 13.69
222 222
All earnings per share (EPS) information presented above has been calculated based on the number of
shares following the six for one share sub-division.
Basic EPS is calculated by dividing the earnings attributable to ordinary shareholders by the weighted
average number of ordinary shares in issue during the year.
For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to reflect the
assumption of conversion of all dilutive ordinary shares. The dilutive ordinary shares represent the share
options granted to employees where the exercise price is less than the average market price of the
Company’s ordinary shares during the year.
For adjusted EPS, the reported profit after tax is adjusted for the amortisation charge on customer
contracts and customer relationships.
Reconciliations of basic EPS to diluted EPS and adjusted EPS are set out below:
2007 2006
Weighted Weighted
average average
Earnings number Earnings number
£’000 of shares £’000 of shares
Basic EPS
Profit and weighted average number of ordinary 
shares for basic earnings per share 1,004 6,031,243 631 4,797,458
222 2222 222 222
Diluted EPS
Adjustment for share options – 32,168 – 134,253
Profit and weighted average number of shares
for diluted earnings per share 1,004 6,063,411 631 4,931,711
222 2222 222 222
Basic EPS
Profit and weighted average number of ordinary
shares for basic earnings per share 1,004 6,031,243 631 4,797,458
222 2222 222 222
Adjusted EPS
Adjustment for customer contracts and
relationships amortisation 104 – 26 –
Profit and weighted average number of shares
for adjusted earnings per share 1,108 6,031,243 657 4,797,458
222 2222 222 222 Optimisa plc 35
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
16. Intangibleassets
Customer
Computer contracts and
Goodwill software relationships Development Total
£’000 £’000 £’000 £’000 £’000
Cost
At 1 January 2007 2,008 38 76 – 2,122
Acquisition of subsidiaries 12,284 16 583 40 12,923
Additions 3 9 – – 12
Currency movement (11) – – – (11)
111 111 111 111 111
At 31 December 2007 14,284 63 659 40 15,046
111 111 111 111 111
Accumulated amortisation
At 1 January 2007 – 12 26 – 38
Charge for the year – 14 104 7 125
111 111 111 111 111
At 31 December 2007 – 26 130 7 163
111 111 111 111 111
Net book amount at
31 December 2007 14,284 37 529 33 14,883
222 222 222 222 222
Cost
At 1 January 2006 1,304 26 – – 1,330
Acquisition of subsidiaries 774 – 76 – 850
Additions –12––12
Currency movement (70) – – – (70)
111 111 111 111 111
At 31 December 2006 2,008 38 76 – 2,122
111 111 111 111 111
Accumulated amortisation
At 1 January 2006 – 1 – – 1
Charge for the year – 11 26 – 37
111 111 111 111 111
At 31 December 2006 –1226 – 38
222 222 222 222 222
Net book amount at
31 December 2006 2,008 26 50 – 2,084
222 222 222 222 222
Impairment tests for goodwill
Goodwill is allocated to the Group’s cash generating units (CGU’s). Currently each entity or group of
entities acquired separately is a CGU. A summary of the allocation of goodwill is presented below:
2007 2006
£’000 £’000
kae: marketing intelligence Limited 1,304 1,304
nxt:MOVE Corporation 542 553
Andrew Irving Associates Limited 154 151
Report International Limited 212 –
eq group plc 12,072 –
111 111
14,284 2,008
222 222
The recoverable amount of a CGU is determined based on value-in-use calculations. These calculations
use pre-tax cash flow projections based on the financial budget approved by management for the year
ending 31 December 2008 and steady state assumptions for the following four years. The key
assumptions are the projected level of sales, gross margin and employee costs. The discount rate of 10%
used is pre-tax and is the estimated weighted average cost of capital for the Group based on the cost of
debt for the Group and assumptions regarding the risks relating to the Group and its subsidiaries. Optimisa plc 36
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
17. Property, plant and equipment
Short Fixtures,
Leasehold fittings and Moor
Property equipment vehicles Total
£’000 £’000 £’000 £’000
Cost
At 1 January 2007 37 124 – 161
Acquisition of subsidiaries 112 209 210 531
Additions – 104 18 122
Disposals –(2)(10)(12)
Currency movement (1) – – (1)
111 111 111 111
At 31 December 2007 148 435 218 801
222 222 222 222
Accumulated depreciation 
At 1 January 2007 6 50 – 56
Charge for the year 17 64 13 94
111 111 111 111
At 31 December 2007 23 114 13 150
222 222 222 222
Net book amount at 31 December 2007 125 321 205 651
222 222 222 222
Cost 
At 1 January 2006 – 50 – 50
Acquisition of subsidiaries 36 54 – 90
Additions 4 23 – 27
Currency movement (3) (3) – (6)
111 111 111 111
At 31 December 2006 37 124 – 161
111 111 111 111
Accumulated depreciation 
At 1 January 2006 – 26 – 26
Charge for the year 6 24 – 30
111 111 111 111
At 31 December 2006 650 – 56
222 222 222 222
Net book amount at 31 December 2006 31 74 – 105
222 222 222 222
Assets held under finance lease
The net book amount of property, plant and equipment held under finance leases at 31 December 2007
was £271,000 (2006: nil). Optimisa plc 37
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
18. Financial instruments
Loans and
receivables
2007 2006
£’000 £’000
At 31 December - Assets as per balance sheet
Trade and other receivables 4,555 1,647
Cash and cash equivalents 1,137 1,596
111 111
5,692 3,243
222 222
Other financial
liabilities
2007 2006
£’000 £’000
At 31 December – Liabilities as per balance sheet
Trade and other payables 3,257 938
Deferred consideration 256 101
Borrowings 4,857 –
111 111
8,370 1,039
222 222
Credit quality of financial assets
The directors consider that based on historical information about default rates and the current strength
of customer relationships, the majority of which are recurring long term customers, the credit quality of
financial assets that are neither past due nor impaired is good. This is supported by the very low level of
bad debts over the last two years at less than £10,000.
19. Trade and other receivables – current
2007 2006
£’000 £’000
Trade receivables 3,571 927
Other receivables 128 343
Prepayments and accrued income 856 377
111 111
4,555 1,647
222 222
Trade receivables are non-interest bearing and are generally on 30-90 days terms. At 31 December 2007,
trade receivables of £1,828,000 (31 December 2006: £607,000) were fully performing.
Trade receivables that are past due are reviewed individually for impairment. At 31 December 2007 trade
receivables of £1,743,000 (31 December 2006: £320,000) were past due but none are considered to be
impaired. These relate to a number of independent customers for whom there is no history of default.
Additionally there are no other indications that these receivables are not collectable in full. 
The ageing analysis of trade receivables is as follows:
Past due but not impaired
Fully Up to 3 3-6
Total performing months months
£’000 £’000 £’000 £’000
31 December 2007 3,571 1,828 1,371 372
31 December 2006 927 607 150 170
222 222 222 222 Optimisa plc 38
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
19. Trade and other receivables – current (continued)
The carrying amounts of the Group’s trade and other receivables are denominated in the following
currencies:
2007 2006
£’000 £’000
Pounds 3,830 1,168
Euros 213 73
US dollar 512 406
111 111
4,555 1,647
222 222
20. Trade and other payables – current
2007 2006
£’000 £’000
Trade payables 875 317
Social security and other taxes 774 173
Accruals and deferred income 1,608 448
111 111
3,257 938
222 222
21. Borrowings
2007 2006
£’000 £’000
Current
Bank overdrafts – unsecured (b) 965 –
Bank borrowings – secured (a) 590 –
Finance lease obligations (note 22) 105 –
111 111
1,660 –
222 222
2007 2006
£’000 £’000
Non-current
Bank borrowings – secured (a) 3,096 –
Finance lease obligations (note 22) 101 –
111 111
3,197 –
222 222
(a) The secured bank loans are secured by a floating charge over the Group’s UK based assets. The
bank loans are stated net of unamortised issue costs of £64,000. The bank loan is due to be fully
repaid by November 2010.
(b) The unsecured borrowings comprise the bank overdraft which is subject to annual renewal. Optimisa plc 39
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
21. Borrowings (continued)
The Group has undrawn committed borrowing facilities available at 31 December 2007 in the form of
secured bank loans of £750,000 (2006: nil) available at 8.0125% in respect of which all conditions
precedent had been met at that date.
All bank borrowings are denominated in UK pounds.
The bank overdraft and bank loans are subject to a floating rate of interest of LIBOR plus a margin of
1.8% on the loans and 1.0% on the overdraft. The finance leases are subject to fixed rates of interest.
The effective interest rates at the balance sheet dates of borrowings were as follows:
2007 2006
Bank overdraft 6.5% –
Bank borrowings 8.0125% –
Finance leases 7.79% –
The maturity profile of the contractual payments, including finance charges, of the Group’s financial
liabilities as at 31 December 2007 is as follows:
Less that 1 year 1-2 years 2-3 years 3-5 years Total
£’000 £’000 £’000 £’000 £’000
Bank overdraft 965––– 965
Trade and other payables 3,257––– 3,257
Bank loans 881 1,026 2,514 – 4,421
Finance lease obligations 117 87 16 3 223
111 111 111 111 111
Total 5,220 1,113 2,530 3 8,866
222 222 222 222 222
At 31 December 2006 the Group’s only financial liabilities were Trade and other payables of £938,000.
These had no future finance charges and were payable in less than one year.
22. Obligations under finance leases
Future minimum lease payments under finance leases fall due as follows:
2007 2006
£’000 £’000
Not later than one year 117 –
After one year but not more than five years 106 –
111 111
223
Less finance charges allocated to future periods (17) –
111 111
Present value of minimum finance lease payments 206 –
222 222
The present value of minimum finance lease payments is analysed as follows:
2007 2006
£’000 £’000
Not later than one year 105 –
After one year but not more than five years 101 –
111 111
206 –
222 222 Optimisa plc 40
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
23. Deferred consideration
£’000
At 1 January 2006 –
Included in cost of acquisition 101
111
At 31 December 2006 and 1 January 2007 101
Included in cost of acquisition 147
Charged to income statement – unwinding of discount (note 8) 8
111
At 31 December 2007 256
222
Provisions are analysed between current and non-current as follows: 
2007 2006
£’000 £’000
Current 101 –
Non-current 155 101
111 111
256 101
222 222
Provisions comprise deferred consideration in relation to the acquisitions of Andrew Irving Associates
Limited (AIA) and Report International Limited (RIL).
The deferred consideration in relation to the acquisition of AIA on 2 October 2006 is payable following
completion of the financial statements for the year ending 31 December 2008, based upon the gross
profit earned by AIA in the 2007 and 2008 financial years. A provision for the maximum amount
payable of £101,000 has been made at 31 December 2007 (31 December 2006: £101,000). This has not
been discounted as the effect is not material.
The deferred consideration in relation to the acquisition of RIL on 2 May 2007 is payable following
completion of the financial statements for the year ending 31 December 2009, based upon the average
profit before tax in the 2008 and 2009 financial years. A provision for £155,000 has been made at 
31 December 2007 which represents the discounted value of the estimated amount payable. A discount
rate of 10% has been applied which is an estimate of the Group’s weighted average cost of capital based
on the cost of debt for the Group and assumptions regarding the risks relating to the Group and its
subsidiaries. Optimisa plc 41
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
24. Ordinary shares
2007 2006
£’000 £’000
Authorised
12,600,000 ordinary shares of 25p each (2006: 1,600,000 ordinary shares
of 150p each) 3,150 2,400
222 222
Allotted, called up and fully paid
8,910,090 ordinary shares of 25p each (2006: 882,151 ordinary shares
of 150p each) 2,227 1,323
222 222
Allotments during the year
On 10 July 2007, 2,864 warrants were exercised over an equivalent number of new ordinary shares of
150p each for a total nominal value of £4,296. There was no premium on these shares. 
On 19 October 2007, 600,000 ordinary shares of 150p with a total nominal value of £900,000 were
issued at 1300p each for a total consideration of £7,800,000. Expenses of £354,000 incurred in issuing
these shares have been deducted from the share premium.
Share sub-division
On 22 October 2007 a six for one share sub-division was made, whereby one ordinary share of 150p
was sub-divided into six new ordinary shares of 25p each.
25. Share options
At 31 December 2007, the Group had the following outstanding options over its ordinary shares of 
25 pence each;
Exercise
price 2007 2006
Share Option Scheme Exercise period per share number number
Share Option Scheme February 2000 to February 2010 25p 14,166 31,350 
Enterprise Management March 2007 to March 2010 150p 39,000 39,000 
Incentive Scheme March 2008 to March 2011 150p 39,000 39,000 
1111 1111
92,166 109,350
2222 2222
The additional disclosures required by IFRS 2, ‘Share-based payment transactions’ have not been given as
the directors do not consider them to be material. Optimisa plc 42
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
26. Statement of changes in shareholders’ equity
Foreign 
Currency
Number of Ordinary Shares to Share Merger Translation Retained
Shares Shares be issued Premium Reserve Reserve Earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Balance at 1 January 2007 882,151 1,323 – 1,334 914 (99) 954 4,426
111 111 111 111 111 111 111 111
Shares issued for warrants 2,864 4––––– 4
Share issue 600,000 900 – 6,546––– 7,446
Share options –––––– 10 10
Dividends paid –––––– (221) (221)
6 for 1 share sub-division 7,425,075–––––––
Profit for the year –––––– 1,004 1,004
Foreign exchange translation 
differences ––––– (16) – (16)
111 111 111 111 111 111 111 111
Balance at 31 December 2007 8,910,090 2,227 – 7,880 914 (115) 1,747 12,653
222 222 222 222 222 222 222 222
Balance at 1 January 2006 690,911 1,036 243 502 612 – 458 2,851
111 111 111 111 111 111 111 111
Shares issued for deferred
consideration 60,000 90 (243) – 153–––
Share issue 113,539 170 – 832––– 1,002
Shares issued on acquisition of
subsidiary 17,701 27 – – 149 – – 176
Dividends paid –––––– (135) (135)
Profit for the year –––––– 631 631
Foreign exchange translation 
differences ––––– (99) – (99)
111 111 111 111 111 111 111 111
Balance at 31 December 2006 882,151 1,323 – 1,334 914 (99) 954 4,426 
222 222 222 222 222 222 222 222
The merger reserve, which is non-distributable, arose on the acquisition of kae: marketing intelligence
Limited on 28 April 2005. The premium on the shares issued on acquisition was taken to the merger
reserve in accordance with section 131 of the Companies Act.
27. Reconciliation of movement in net debt/(net funds)
2007 2006
£’000 £’000
Decrease/(increase) in cash and cash equivalents excluding cash
acquired with acquisitions 464 (847)
Cash flows from increase in debt (1,370) –
111 111
Decrease in net debt resulting from cash flow (906) (847)
Increase/(decrease) in net debt on acquisition of subsidiaries 6,221 (13)
Effect of exchange rate fluctuations on net debt 1 21
111 111
Increase/(decrease) in net debt in the year 5,316 (839)
Net funds at beginning of year (1,596) (757)
111 111
Net debt/(net funds) at end of year 3,720 (1,596)
222 222 Optimisa plc 43
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
28. Operating lease commitments
The total future minimum lease payments under non-cancellable operating leases is as follows:
2007 2006
Land and Land and
buildings buildings
£’000 £’000
Within one year 482 266
Later than one year and less than five years 1,109 454
After five years 30 –
111 111
1,621 720
222 222
29. Relatedparty transactions
The Group does not have a controlling party. The shares are held by a number of individuals, none of
whom hold a majority interest. Significant shareholders are disclosed in the Report of the directors. 
Directors’ emoluments and key management compensation are disclosed in note 9.
Transactions between the Company and its subsidiaries are eliminated on preparation of the consolidated
financial statements of the Group. There are no other material related party transactions in the year
ended 31 December 2007. 
In the year ended 31 December 2006, Mr S Dannatt and Mr J Waters, both directors of Optimisa plc,
were also directors of Edengene Limited in which Optimisa plc held 13.1% of the ordinary shares at
1 January 2006. On 27 April 2006, Optimisa plc sold all its shares in Edengene Limited at the carrying
value of this investment. On the same date Ms S Dannatt and Mr J Waters resigned as directors of
Edengene Limited.
30. Business combinations
The following acquisitions were made during the year:
Report International Limited
On 2 May 2007, the Group acquired 100% of the issued share capital of Report International Limited
(RIL), a company based in the UK. The consideration paid consisted of an initial cash payment based on
a multiple of RIL’s management accounts net asset value as at 30 April 2007. Further consideration will
be payable on the basis of a multiple of RIL’s average profit before tax for the two years ending 
31 December 2009, up to a maximum of £2.2 million. 
RIL contributed revenues of £996,000 and a net loss of £45,000 for the period from 2 May 2007 to 
31 December 2007. As RIL’s previous accounting period was from 1 May 2006 to 30 April 2007 and
monthly accounts were not prepared, it is not possible to ascertain what the impact on the Group’s
revenue and profit would have been if the acquisition had occurred on 1 January 2007. Optimisa plc 44
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
30. Business combinations (continued)
The total cost of the acquisition, the deferred consideration balance and the cash outflow as at
31 December 2007 was as follows:
£’000
Paid consideration 49
Deferred consideration – non-current 147
Other professional fees 38
111
Total cost of acquisition 234
Interest on deferred consideration 8
111
Total deferred consideration at 31 December 2007 155
222
£’000
Purchase consideration settled in cash in the period 49
Professional fees paid 38
Bank overdraft in subsidiary acquired 57
111
Cash outflow on acquisition 144
222
Any adjustments relating to deferred consideration will be made to the acquisition cost, and as a result the
goodwill balance, as and when the circumstances relating to the deferred consideration payments change.
The amounts recognised for each class of the acquiree’s assets and liabilities at the acquisition date and
the resulting goodwill are as follows:
Acquiree’s Fair value
carrying amount adjustments Fair value
£’000 £’000 £’000
Non-current assets
Property, plant and equipment 40 – 40
Intangible assets 35 13 48
Deferred income tax asset 23 – 23
111 111 111
Total non-current assets 98 13 111
Current assets
Trade and other receivables 235 – 235
Cash and cash equivalents 28 – 28
111 111 111
Total current assets 263 – 263
111 111 111
Total assets 361 13 374
222 222 222
Current liabilities
Trade and other payables (348) – (348)
Deferred income tax liability – (4) (4)
111 111 111
Total liabilities (348) (4) (352)
111 111 111
Net assets 13 9 22
111 111 111
Fair value of consideration 234
111 111 111
Goodwill 212
222 222 222
The goodwill that has arisen on the combination can be attributed to the synergies expected to be
derived from the combination and the value of the workforce of RIL which cannot be recognised as an
intangible asset under IAS 38 “Intangible Assets”. Membership of the Optimisa Group will enhance
RIL’s ability to offer added value around data analytics, marketing effectiveness modelling and
competitive intelligence. Optimisa plc 45
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
30. Business combinations (continued)
eq group plc 
On 19 October 2007, the Group acquired eq group plc (EQ), a group of companies based in the UK
which includes Quaestor Research & Marketing Strategists Limited, Buckingham Research Associates
Limited and Summit Studios Limited. 
Following the making of a formal offer of £0.72 per share on 14 September 2007, the Group received
valid acceptances of 8,775,961 EQ shares representing 98.94% of the issued share capital of EQ. This
offer went unconditional on 19th October 2007.
At 31 December 2007, the purchase of 8,813,035 shares had been completed. The remaining 57,134
shares will be purchased in 2008 under the “squeeze out”. A liability has been recognised in the accounts
for the cost of acquiring these shares.
The total cost of the acquisition and the cash outflow as at 31 December 2007 was as follows:
£’000
Paid consideration 6,346
Accrued consideration 41
Acquisition costs 580
111
Total cost of acquisition 6,967
222
£’000
Purchase consideration settled in cash in the period 6,346
Professional fees paid 547
Bank overdraft in subsidiary acquired 905
111
Cash outflow on acquisition 7,798
222
EQ contributed revenues of £2,092,000 and net profit of £151,000, excluding inter-group amounts, for
the period from 19 October 2007 to 31 December 2007. If the acquisition of EQ had occurred on
1 January 2007 EQ would have contributed revenues of £10,392,000 and an estimated net profit of
£708,000 which includes the profit on the sale of a subsidiary of £84,000 and dividend income from the
sold subsidiary of £173,000. The net profit has been estimated from the net profit achieved by EQ in
the period adjusted for items that would not have been incurred had the acquisition by Optimisa
occurred at the beginning of the period. The after tax adjustments made to arrive at the estimated net
profit are as follows:
£’000
Net profit of EQ for the year ending 31 December 2007 380
Costs adjusted:
Fair value adjustments made following acquisition 80
Costs incurred as a result of the acquisition 248
111
Estimated net profit 708
222 Optimisa plc 46
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
30. Business combinations (continued)
The amounts recognised for each class of the acquiree’s assets and liabilities at the acquisition date and
the resulting goodwill are as follows:
Acquiree’s Fair value
carrying amount adjustments Fair value
£’000 £’000 £’000
Non-current assets
Property, plant and equipment 617 (105) 512
Intangible assets – 569 569
Deferred income tax assets 10 (7) 3
111 111 111
Total non-current assets 627 457 1,084
Current assets
Inventories 297 – 297
Trade and other receivables 1,895 (9) 1,886
111 111 111
Total current assets 2,192 (9) 2,183
111 111 111
Total assets 2,819 448 3,267
222 222 222
Current liabilities
Trade and other payables (1,860) (53) (1,913)
Current borrowings (6,034) – (6,034)
Current income tax liabilities (192) 59 (133)
111 111 111
Total current liabilities (8,086) 6 (8,080)
222 222 222
Non-current liabilities
Non-current borrowings (130) – (130)
Deferred income tax liabilities (2) (160) (162)
111 111 111
Total non current liabilities (132) (160) (292)
111 111 111
Total liabilities (8,218) (154) (8,372)
222 222 222
Net liabilities (5,399) 294 (5,105)
111 111 111
Fair value of consideration 6,967
111 111 111
Goodwill 12,072
222 222 222
The goodwill that has arisen on the combination is partly attributable to the synergies expected to be
derived from the combination, including cost savings associated with only having one listed holding
company going forward. Additionally, there is significant value in the workforce of EQ, which at
acquisition comprised 110 people, which cannot be recognised as an intangible asset under IAS 38,
“Intangible Assets”.
There is expected to be significant improvements resulting from membership in Optimisa Group for the
EQ companies as a result of their diversification of both service range and sector exposure.
Andrew Irving Associates Limited
An additional amount of £3,000 has been recognised in relation to the acquisition of Andrew Irving
Associates Limited during the year ended 31 December 2007 as a result of an additional acquisition cost
being incurred. Optimisa plc 47
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
31. Reconciliation of net assets and profit under UK GAAP to IFRS
Optimisa plc reported under UK GAAP in its previously published financial statements for the year
ended 31 December 2006.  
The following analysis shows a reconciliation of net assets and profit as reported under UK GAAP as at
31 December 2006 to the revised net assets and profit under IFRS as reported in these financial
statements. In addition, there is a reconciliation of net assets under UK GAAP to IFRS at the transition
date for this company, 1 January 2006.
Explanation of significant reconciling items between UK GAAP and IFRS
a. Under IFRS 3, ‘Business combinations’, customer contracts and customer relationships are
recognised as intangible assets on acquisition, these were not recognised under UK GAAP. In
2006 the Group acquired nxtMOVE Corporation and Andrew Irving Associates Limited. The
value of customer contracts and relationships for these business amounted to £77,000. The
amortisation of the intangible asset for 2006 is £26,000. In addition software costs that were
previously categorised as property, plant and equipment have been reclassified as intangible assets.
The net book value of such items was £24,000 at 1 January 2006 and £25,000 at 31 December
2006.
b. Under IAS 12, “Income taxes”, a deferred tax liability of £23,000 is recognised during 2006 on
the initial recognition of the customer contracts and relationships intangible asset, this was not
recognised under UK GAAP. This deferred tax liability at 31 December 2006 was £15,000.
The adjustments described above, together with other immaterial adjustments are presented in the
following three reconciliations between UK GAAP and IFRS.  Optimisa plc 48
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
Group reconciliation of equity at 1 January 2006
(a) (b)
Recognition and Reclassification
UK reclassification and recognition
GAAP of intangibles of deferred tax IFRS
£’000 £’000 £’000 £’000
Non-current assets
Property, plant and equipment 47 (24) – 23
Intangible assets – goodwill 1,304 – – 1,304
Intangible assets – other – 24 – 24
Investments 411 – – 411
Deferred tax asset – – 159 159
111 111 111 111
1,762 – 159 1,921
111 111 111 111
Current assets
Trade and other receivables 766 – (159) 607
Cash and cash equivalents 757 – – 757
111 111 111 111
1,523 – (159) 1,364
111 111 111 111
Total assets 3,285 – – 3,285
222 222 222 222
Current liabilities
Trade and other payables (434) – 72 (362)
Current tax liabilities – – (72) (72)
111 111 111 111
(434) – – (434)
111 111 111 111
Net assets 2,851 – 2,851
222 222 222 222
Capital and reserves
Share capital 1,036 – – 1,036
Share premium 502 – – 502
Merger Reserve 612 – – 612
Shares to be issued 243 – – 243
Retained earnings 458 – – 458
111 111 111 111
Equity shareholders’ funds 2,851 – – 2,851
222 222 222 222 Optimisa plc 49
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
Group reconciliation of equity at 31 December 2006
(a) (b)
Reclassification
UK Recognition and recognition
GAAP of intangibles of deferred tax Other IFRS
£’000 £’000 £’000 £’000 £’000
Non-current assets
Property, plant and equipment 144 (25) – (14) 105
Intangible assets – goodwill 2,062 (77) 23 – 2,008
Intangible assets – other – 76 – – 76
Deferred tax asset – – 86 – 86
111 111 111 111 111
2,206 (26) 109 (14) 2,275
222 222 222 222 222
Current assets
Trade and other receivables 1,733 – (86) – 1,647
Cash and cash equivalents 1,596––– 1,596
111 111 111 111 111
3,329 – (86) – 3,243
111 111 111 111 111
Total assets 5,535 (26) 23 (14) 5,518
222 222 222 222 222
Current liabilities
Trade and other payables (976) – 38 – (938)
Current tax liabilities – – (38) – (38)
111 111 111 111 111
(976) – – – (976)
Non-current liabilities
Deferred consideration (101) – – – (101)
Deferred tax liabilities – – (15) – (15)
111 111 111 111 111
(101) – (15) – (116)
111 111 111 111 111
Total liabilities (1,077) – (15) – (1,092)
222 222 222 222 222
Net assets 4,458 (26) 8 (14) 4,426
222 222 222 222 222
Capital and reserves
Share capital 1,323––– 1,323
Share premium 1,334––– 1,334
Merger Reserve 914––– 914
Foreign currency translation reserve – – – (99) (99)
Retained earnings 887 (26) 8 85 954
111 111 111 111 111
Equity shareholders’ funds 4,458 (26) 8 (14) 4,426
222 222 222 222 222 Optimisa plc 50
Financial statements for the year ended 31 December 2007
Notes to the consolidated financial statements (continued)
Consolidated income statement reconciliation for the year ended 31 December 2006
(a) (b)
UK Amortisation Deferred tax
GAAP of intangibles movements Other IFRS
£’000 £’000 £’000 £’000 £’000
Revenue 5,894––– 5,894
Cost of sales (1,275) – – – (1,275)
111 111 111 111 111
Gross profit 4,619––– 4,619
Administrative expenses (3,874) (26) – (14) (3,914)
Other operating income 18––– 18
111 111 111 111 111
Operating profit 763 (26) – (14) 723
Finance income 26––– 26
Finance costs (21) – – – (21)
111 111 111 111 111
Profit before income tax 768 (26) – (14) 728
Income tax expense (105) – 8 – (97)
111 111 111 111 111
Profit attributable to equity 
shareholders 663 (26) 8 (14) 631
222 222 222 222 222
Consolidated cash flow statement for the year ended 31 December 2006
The transition from UK GAAP to IFRS does not change the reported cash flows of the Group. An
IFRS cash flow statement is similar to UK GAAP but presents various cash flows in a different order
from UK GAAP. Optimisa plc 51
Financial statements for the year ended 31 December 2007
Independent auditors’ report to the members of Optimisa plc
We have audited the parent company financial statements of Optimisa plc for the year ended 31 December
2007 which comprise the Balance Sheet and the related notes. These parent company financial statements
have been prepared under the accounting policies set out therein. 
We have reported separately on the Group financial statements of Optimisa plc for the year ended
31 December 2007.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Group financial statements and the parent company
financial statements in accordance with applicable law and United Kingdom Accounting Standards
(United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’
Responsibilities.
Our responsibility is to audit the parent company financial statements in accordance with relevant legal
and regulatory requirements and International Standards on Auditing (UK and Ireland). 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 parent company financial statements give a true and fair
view and whether the parent company financial statements have been properly prepared in accordance
with the Companies Act 1985. We also report to you whether in our opinion the information given in
the Report of the directors is consistent with the parent company financial statements. The information
given in the Report of the directors includes that specific information presented in the Chief Executive’s
review that is cross referred from the Principal activities and business review section of the Report of
the directors.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if
we have not received all the information and explanations we require for our audit, or if information
specified by law regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the financial statements and consider whether it is consistent
with the audited parent company financial statements. The other information comprises only the
Highlights, the Chairman’s statement, the Chief Executive’s review, the Report of the directors and the
Corporate Governance statement. We consider the implications for our report if we become aware of
any apparent misstatements or material inconsistencies with the parent company financial statements. Our
responsibilities do not extend to any other information.
Basis of audit opinion 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the parent company financial statements. It also includes an assessment
of the significant estimates and judgments made by the directors in the preparation of the parent
company 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
parent company financial statements are free from material misstatement, whether caused by fraud or
other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the
presentation of information in the parent company financial statements. Optimisa plc 52
Financial statements for the year ended 31 December 2007
Independent auditors’ report to the members of Optimisa plc
(continued)
Opinion
In our opinion:
● the parent company financial statements give a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of the Company’s affairs as at 
31 December 2007;
● the parent company financial statements have been properly prepared in accordance with the
Companies Act 1985; and
● the information given in the Report of the directors is consistent with the parent company
financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
Leeds
21 April 2008 Optimisa plc 53
Financial statements for the year ended 31 December 2007
Parent Company Balance Sheet
2007 2006
Notes £’000 £’000
Fixed assets
Tangible assets (f) 9 11
Investments in subsidiary undertakings (g) 9,920 2,716
111 111
9,929 2,727
111 111
Current assets
Debtors (i) 6,573 1,767
Cash at bank and in hand 428 356
111 111
7,001 2,123
111 111
Creditors – amounts falling due within one year (k) (902) (50)
111 111
Net current assets 6,099 2,073
111 111
Total assets less current liabilities 16,028 4,800
222 222
Creditors – amounts falling due after more than one year (l) (3,097) –
Provision for liabilities (n) (256) (101)
111 111
Net assets 12,675 4,699
222 222
Capital and reserves
Called up share capital (o) 2,227 1,323
Share premium account (p) 7,880 1,334
Merger reserve (r) 914 914
Profit and loss reserve (q) 1,654 1,128
111 111
Total shareholders’ funds 12,675 4,699
222 222
The financial statements were approved by the Board of directors on 21 April 2008 and were signed on its
behalf by:
Jonathan Waters
Director
The notes on pages 54 to 62 are an integral part of these parent company financial statements. Optimisa plc 54
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements
(a) Basis of preparation
The parent company financial statements have been prepared under the historical cost convention in
accordance with the Companies Act 1985 and with applicable accounting standards in the United
Kingdom. 
The financial statements contain information about Optimisa plc as an individual company and do not
contain consolidated financial information as the parent of a Group. The Company has prepared
consolidated financial statements under International Financial Reporting Standards (IFRS) and is
therefore not required to prepare consolidated financial statements under UK Generally Accepted
Accounting Practice (UK GAAP).
(b) Accounting policies
i. Foreign currency translation
Foreign currency transactions are translated into UK pounds using the exchange rates prevailing at the
dates of such transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the profit and loss account.
ii. Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation. Cost comprises the purchase price
together with any incidental costs of acquisition. 
Depreciation on tangible fixed assets is calculated to write off their cost down to their residual values
over their remaining useful economic lives by annual equal instalments, as follows:
Fixtures, fittings and equipment 3 – 5 years
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount.
iii. Investments
Investments are shown at cost, including acquisition costs, less provision for impairment. 
iv. Cash at bank and in hand
Cash at bank and in hand includes cash deposits on call with banks and cash in hand. Bank overdrafts
are shown within creditors due within one year on the balance sheet.
v. Borrowings
Borrowings are recognised initially at fair value, net of transaction costs. Subsequent measurement is
based on amortised cost and any difference between the proceeds (net of transaction of costs) and the
redemption value is recognised in the profit or loss over the period of the borrowings using the effective
interest rate method.
Borrowings are classified as creditors due within one year unless the Company has an unconditional right
to defer settlement of the liability for at least 12 months after the balance sheet date.
vi. Current and deferred corporation taxation
The current tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
balance sheet date in the UK. 
Deferred tax is recognised, on an undiscounted basis, in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or events that result in an
obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the
balance sheet date. Timing differences are differences between the Company’s taxable profits and its
results as stated in the financial statements that arise from the inclusion of gains and losses in tax
assessments in periods different from those in which they are recognised in the financial statements. Optimisa plc 55
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be
available against which the temporary differences can be utilised. 
vii. Provisions
A provision is recognised in the balance sheet when the Company has a legal or constructive obligation
as a result of a past event, it is probable than an outflow of economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. If the effect is
material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that
reflects current market assessments of the time value of money and, where appropriate, the risks specific
to the liability. 
Provisions for deferred consideration on acquisitions of subsidiaries have been made based upon
management’s current expectation as to the outcome of the determining factors. As deferred
consideration is part of the consideration for the acquisition, the amount provided for in the accounts
has led to a resultant increase in the investment value associated with that acquisition. 
Any revisions to the amount of deferred consideration provided for are similarly reflected by a revision
to the investment value.
viii. Cash flow statement
The results and cash flows of the Company are included in the consolidated financial statements of that
Company. Consequently, the Company has taken advantage of the exemption from preparing a cash flow
statement under the terms of FRS 1 (revised 1996).
ix. Turnover
Turnover comprises the fair value of the consideration received or receivable for the sale of services in
the ordinary course of the Company’s activities. Turnover is shown net of value added tax and discounts.
Sales of services are recognised in the accounting period in which the services are rendered, by reference
to completion of the specific transaction, assessed on the basis of the actual service provided as a
proportion of the total services to be provided.
x. Employee benefits
Pension obligations
The Company operates a defined contribution pension scheme. A defined contribution plan is a
pension plan under which the Company pays fixed contributions into a third party entity. The
Company has no further payment obligations once the contributions have been paid.
Contributions payable to these schemes are charged to the period in which the obligation arises.
Share option scheme
The Company operates equity settled executive and employee share option arrangements and all
share based remuneration is ultimately recognised as an expense in the profit and loss account
with a corresponding credit to shareholders’ funds. Upon exercise of the share options fulfilled by
the issue of new shares, the proceeds received net of any directly attributable transaction costs up
to the nominal value of the shares are allocated to share capital with any excess being recorded as
share premium.
The fair value of the options is measured using a Black Scholes valuation model of options as they have
non-market performance conditions. Optimisa plc 56
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(c) Profit and loss account
The directors have taken advantage of the exemption available under section 230 of the Companies Act
1985 and not presented a profit and loss account for the Company. The profit for the financial year for
the Parent Company was £737,000 (2006: £517,000).
(d) Dividends
2007 2006
£’000 £’000
Equity – Ordinary
Final 2006 paid: 2.50 pence per share (final 2005: 1.67 pence per share) 132 70
Interim 2007 paid: 1.67 pence per share (interim 2006: 1.25 pence per share) 89 65
111 111
221 135
222 222
The dividend per share figures prior to the six for one share sub-division on 22 October 2007 have been
restated to reflect the dividend per share after the share sub-division enabling the dividend per share to
be comparable over the two years.
In addition the directors are proposing a final dividend in respect of the financial period ending 
31 December 2007 of 3.0 pence per share which will absorb an estimated £267,000 of shareholders
funds. It will be paid on 6 June 2008 to shareholders who are on the register of members on 18 April
2008.
(e) Services provided by the Company’s auditor
During the year the Company obtained the following services from the Company’s auditor:
2007 2006
£’000 £’000
Fees payable to the Company auditor for the audit of the
parent company and consolidated accounts 12 –
Tax services 4 –
111 111
16 –
222 222
(f) Tangible fixed assets
Fixtures, fittings
and equipment
£’000
Cost
At 1 January 2007 17
Additions 4
111
At 31 December 2007 21
222
Accumulated depreciation 
At 1 January 2007 6
Charge for the year 6
111
At 31 December 2007 12
222
Net book amount at 31 December 2007 9
222
Net book amount at 31 December 2006 11
111 Optimisa plc 57
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(g) Investments in subsidiary undertakings
2007 2006
£’000 £’000
At 1 January 2,716 2,017
Additions in the year (see note 30 in consolidated financial statements) 7,204 699
111 111
At 31 December 9,920 2,716
222 222
Investments in subsidiary undertakings are stated at cost which is the fair value of the consideration paid.
The Company’s trading subsidiaries, all of which are included in the consolidated financial statements, are
as follows:
% of ordinary
Name of Country of shares held 
subsidiary undertaking incorporation Nature of business by Optimisa plc
111111111111111111111111111111111111111
kae: marketing intelligence Limited England & Wales Marketing consultancy 100%
Andrew Irving Associates Limited England & Wales Marketing consultancy 100%
Report International Limited England & Wales Analysis consultancy 100%
nxtMOVE Corporation United States of America Marketing consultancy 100%
eq group plc England & Wales Holding company 99%
222222222222222222222222222222222222222
The following are 100% subsidiaries of eq group plc:
Name of Country of 
subsidiary undertaking incorporation Nature of business
111111111111111111111111111111111111111
Quaestor Research & England & Wales Market Research
Marketing Strategists Limited
Buckingham Research Associates England & Wales Market Research
Summit Studios Limited England & Wales Market Research
222222222222222222222222222222222222222
(h) Financial instruments
Loans and receivables
2007 2006
£’000 £’000
Assets at 31 December
Debtors 6,492 1,678
Cash at bank and in hand 428 356
111 111
6,920 2,034
222 222
Other financial
liabilities
2007 2006
£’000 £’000
Liabilities at 31 December
Trade and other creditors 311 50
Provisions – deferred consideration 256 101
Bank loans and overdrafts (note m) 3,688 –
111 111
4,255 151
222 222
The Company’s policy is not to trade in derivatives or financial instruments, but to hedge against
perceived risk where appropriate to manage interest rate and currency risks arising from its and its
subsidiaries operations and from its sources of finance. At 31 December 2007 and 31 December 2006
the Company had no derivative financial instruments. Optimisa plc 58
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(i) Debtors
2007 2006
£’000 £’000
Amounts falling due within one year
Amounts owed by group undertakings 801 858
Deferred tax (note j) 81 89
Other debtors 73 308
Prepayments and accrued income 12 9
111 111
967 1,264
222 222
Amounts falling due after one year
Amounts owed by group undertakings 5,606 503
111 111
6,573 1,767
222 222
The carrying amount of debtors is a reasonable approximation to fair value.
All debtors due within one year are unsecured, do not attract interest and are denominated in UK
pounds.
Debtors due after more than one year comprises the following balances owed by group undertakings:
● £497,000 is the outstanding balance on a loan that was made to nxtMOVE Corporation. The loan
is unsecured and is repayable on demand. Interest is charged on a monthly basis at a rate of
8.35%. The loan is denominated in US dollars.
● £5,109,000 is the outstanding balance on a loan that was made to eq group plc. The loan is
unsecured and is repayable on demand. Interest is charged on a monthly basis at LIBOR plus
1.8%. The loan is denominated in UK pounds.
(j) Deferred tax
2007 2006
£’000 £’000
Unrelieved tax losses 81 89
222 222
Trading losses:
The Company has excess management charges carried forward of £282,000 which give rise to the
deferred tax asset of £81,000 at 31 December 2007. The directors have reviewed the expected future
performance of the Company and have recognised these losses as they are expected to be utilised in the
next two years.
Capital losses:
Unrelieved tax losses relating to capital disposals of approximately £13,210,000 remain available to offset
against future taxable gains. The potential deferred tax asset of £3,699,000 associated with these losses
has not been recognised as the directors do not expect them to be utilised in the future.
There is a change in the UK corporation tax rate which will be effective from 1 April 2008. Deferred
tax relating to temporary differences which are expected to reverse prior to 1 April 2008 is measured at
30% and deferred tax relating to temporary differences expected to reverse after 1 April 2008 is
measured at 28% as these are the rates that will apply on reversal. Optimisa plc 59
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(k) Creditors – amounts falling due within one year
2007 2006
£’000 £’000
Bank overdraft and borrowings (note m) 591 –
Trade creditors 30 18
Other tax and social security payable 26 19
Accruals and deferred income 255 13
111 111
902 50
222 222
(l) Creditors – amounts falling due after more than one year
2007 2006
£’000 £’000
Borrowings (note m) 3,097 –
222 222
(m) Borrowings
2007 2006
£’000 £’000
Due within one year or on demand:
Bank loans and overdrafts
Secured (a) 590 –
Unsecured (b) 1 –
111 111
591 –
222 222
Due after more than one year:
Bank loans
Secured (a) 3,097 –
111 111
Total Borrowings 3,688 –
222 222
(a) The secured bank loans are secured by a floating charge over the Company’s and its subsidiary’s
UK based assets. The bank loans are stated net of unamortised issue costs of £64,000. The bank
loan matures in November 2010.
(b) The unsecured borrowings comprise the bank overdraft which is subject to annual renewal.
The Company, in association with its subsidiary undertakings, has undrawn committed borrowing
facilities available at 31 December 2007 in the form of secured bank loans of £750,000 (2006: £nil)
available at 8.0125% in respect of which all conditions precedent had been met at that date.
All bank borrowings are denominated in UK pounds. Optimisa plc 60
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(m) Borrowings (continued)
The maturity profile of the carrying amounts of the Company’s borrowings is as follows:
2007 2006
£’000 £’000
Less than one year 591 –
In more than one year but not more than two years 787 –
In more than two years but not more than five years 2,310 –
111 111
3,688 –
222 222
All of the Company’s borrowings are subject to a floating rate of interest. Interest is payable at a rate of
LIBOR plus 1.8% on the bank loans and LIBOR plus 1% on the bank overdraft. The Company is
therefore exposed to the effects of fluctuations in the prevailing levels of market interest rates on its
cash flows. Interest costs may increase or decrease as a result of such changes.
(n) Provisions for liabilities
Deferred consideration
£’000
At 1 January 2006 –
Included in investments 101
111
At 31 December 2006 and 1 January 2007 101
Included in investments 147
Charged to profit and loss account - unwinding of discount 8
111
At 31 December 2007 256
222
Provisions are analysed as follows: 
2007 2006
£’000 £’000
Within one year 101 –
Due after one year 155 101
111 111
256 101
222 222
Further details of deferred consideration are provided in note 23 of the consolidated financial statements.
(o) Called up share capital
2007 2006
£’000 £’000
Authorised
12,600,000 ordinary shares of 25p each
(2006: 1,600,000 ordinary shares of 150p each) 3,150 2,400
222 222
Allotted, called up and fully paid
8,910,090 ordinary shares of 25p each
(2006: 882,151 ordinary shares of 150p each) 2,227 1,323
222 222
Further details of the movements in share capital in the year are provided in note 24 of the consolidated
financial statements. Optimisa plc 61
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(p) Share premium account
2007 2006
£’000 £’000
At 1 January 1,334 502
Premium on shares issued during the year 6,546 832
111 111
At 31 December 7,880 1,334
222 222
(q) Profit and loss reserve
2007 2006
£’000 £’000
At 1 January 1,128 746
Profit for the year 737 517
Share options 10 –
Dividends paid (note d) (221) (135)
111 111
At 31 December 1,654 1,128
222 222
(r) Merger reserve
Merger Reserve
£’000
At 31 December 2006 and 31 December 2007 914
222
(s) Reconciliation of movements in shareholders’ funds
2007 2006
£’000 £’000
Profit for the year 737 517
Dividends payable (221) (135)
111 111
516 382
222 222
Share options 10 –
New share capital subscribed 7,446 1,000
Shares issued for warrants 4 2
Shares issued on acquisition of subsidiary – 176
111 111
Net increase in shareholders’ funds 7,976 1,560
Opening equity shareholders’ funds 4,699 3,139
111 111
Closing equity shareholders’ funds 12,675 4,699
222 222 Optimisa plc 62
Financial statements for the year ended 31 December 2007
Notes to the parent company financial statements (continued)
(t) Employees and directors
2007 2006
Number Number
The average monthly number of persons (including executive directors)
employed by the Company during the year was: 9 7
222 222
Staff costs during the year in respect of these persons were as follows:
2007 2006
£’000 £’000
Wages and salaries 556 467
Social security costs 55 55
Other pension costs 100 55
111 111
711 577
222 222
The aggregate remuneration of the directors of the Company for the year was £464,000 (2006:
£349,000). Details of directors’ remuneration are set out in note 9 of the consolidated financial
statements.
(u) Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, are not disclosed in
this note as the Company has taken advantage of the exemption under FRS8 not to disclose transactions
between fellow Group companies. Optimisa plc 63
Financial statements for the year ended 31 December 2007
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Optimisa plc will be held at
Optimisa plc, 2nd Floor, 209-215 Blackfriars Road, London SE1 8NL at 2.00 pm on 23 May 2008 for
the following purposes:
ORDINARY BUSINESS
(1) To receive the directors’ report and accounts for the year ended 31 December 2007 and the
auditors’ report thereon.
(2) To re-appoint J. Humpish as a Director.
(3) To re-appoint D.B. Rankin as a Director.
(4) To re-appoint J.D.H. Waters as a Director. 
(5) To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the
conclusion of this Annual General Meeting until the conclusion of the next Annual General
Meeting and to authorise the directors to agree their remuneration.
(6) To declare a final dividend for the year ended 31 December 2007 of 3 pence per ordinary share.
SPECIAL RESOLUTION
(7) To consider and, if thought fit, pass the following resolution as a special resolution:
That, subject to and in accordance with Article 24 of the Company’s Articles of Association, the
Company is hereby generally and unconditionally authorised to make market purchases for the
purpose of Section 166 of the Companies Act 1985 (as defined in Section 163 of that Act) of
ordinary shares of 25 pence in the capital of the Company, provided that:
(a) the maximum aggregate number of ordinary shares which may be purchased is 900,000;
(b) the minimum price which may be paid for each ordinary share is 25 pence;
(c) the maximum price which may be paid for an ordinary share is an amount equal to 105%
of the average of the closing middle market quotations of an ordinary share as shown by
the Daily Official List of the London Stock Exchange for each of the five business days
immediately preceding the day on which such ordinary share is contracted to be purchased;
and 
(d) the authority shall expire at the conclusion of the Annual General Meeting in 2009 or, if
earlier, on 1 August 2009 (except in relation to the purchase of ordinary shares the
contract for which was concluded before the expiry of such authority and which might be
executed wholly or partly after such expiry) unless such authority is renewed prior to such
time.
21 April 2008
BY ORDER OF THE BOARD
Optimisa plc
Company Secretary
Registered Office:
2nd Floor 
209-215 Blackfriars Road
London
SE1 8NL Optimisa plc 64
Financial statements for the year ended 31 December 2007
Notice of Annual General Meeting (continued)
Notes:
1. A member entitled to attend and vote at the meeting convened by the notice set out above is entitled to appoint a proxy (or
proxies) to attend and, on a poll, to vote in his place. A proxy need not be a member of the company.
2. A form of proxy is enclosed. To be effective, it must arrive not later than 48 hours before the time set for the annual general
meeting at the Capita Registrars (Proxies), PO Box 25, Beckenham, Kent BR3 4BR. You may also deliver by hand the proxy
to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during normal business hours also to be received not later
than 48 hours before the time appointed for holding the annual general meeting. Completion of the proxy does not preclude
a member from subsequently attending and voting at the meeting in person if he or she so wishes.
3. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the
company’s register of members not later than 6.00 p.m. on 21 May 2008 or, if the meeting is adjourned, shareholders entered
on the Company’s register of members not later than 48 hours before the time fixed for the adjourned meeting shall be
entitled to attend and vote at the meeting.
4. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is
appointed to exercise the rights attached to a different share or shares held by him. To appoint more than one proxy you
may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are
authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also
indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned
together in the same envelope. A failure to specify the number of shares each proxy appointment relates to or specifying a
number in excess of those held by you may result in the appointment being invalid.
5. In order to facilitate voting by corporate representatives at the Annual General Meeting, arrangements will be put in place at
the Annual General Meeting so that:
(a) if a corporate member has appointed the Chairman of the Annual General Meeting as its corporate representative with
instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that
member at the Annual General Meeting, then, on a poll, those corporate representatives will give voting directions to the
Chairman and the Chairman will vote or withhold a vote as corporate representative in accordance with those directions;
and
(b) if more than one corporate representative for the same corporate member attends the Annual General Meeting but the
corporate member has not appointed the Chairman of the Annual General Meeting as its corporate representative, a
designated corporate representative will be nominated, from those corporate representatives who attend, who will vote
on a poll and the other corporate representatives will give voting directions to that designated corporate representative.
Corporate members are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies
and corporate representatives - www.icsa.org.uk - for further details of this procedure. The guidance includes a sample form
of representation letter to appoint the Chairman as a corporate representative as described in (a) above. The Institute of
Chartered Secretaries and Administrators recommends the use of multiple proxies wherever possible in favour of
corporate representatives. 
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do
so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members
and those CREST members who have appointed voting service provider(s), should refer to their CREST sponsor or voting
service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s
(formerly CRESTCo’s) specifications and must contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy, must in order to be valid, be transmitted so as to be received by Capita
Registrars (ID RA10) by no later than 2.00 p.m. on 21 May 2008. No such message received through the CREST network
after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which the registrars are able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other means. 
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK
& Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings
and limitations will therefore apply in relation to the input of CREST Proxy Instructions. Is it the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.