17804 09/08/2010 Proof 11 17804 06/08/2010 Proof 8
Ebiquity Plc Annual report and accounts for the year ended 30 April 2010
Stock code: EBQ
Global
media and 
marketing 
analytics
Ebiquity Plc, The Registry, Royal Mint Court, London, EC3N 4QN
T +44 (0) 20 7650 9600  F +44 (0) 20 7650 9650 W www.ebiquity.com
Ebiquity Plc Annual report and accounts for the year ended 30 April 2010
17804EBIQUITYCVR SPINE.indd   1 17804EBIQUITYCVR SPINE.indd   1 09/08/2010   16:26 09/08/2010   16:26 17804 09/08/2010 Proof 11 17804 06/08/2010 Proof 8
Ebiquity is the leading independent provider 
of efficiency and effectiveness solutions to the 
global marketing community.
We monitor, measure, analyse and interpret 
more media and marketing data than anyone 
else, allowing us to offer clients unique insights 
and truly independent advice that enhance 
marketing and business performance.
This annual report is printed on material, comprising ﬁ bres sourced 
from sustainable forest reserves and bleached without the use of 
chlorine. The production mill for this paper operates to EMAS, ISO 14001 
environmental and ISO 9001 quality standards.
17804EBIQUITYCVR SPINE.indd   2 17804EBIQUITYCVR SPINE.indd   2 09/08/2010   16:26 09/08/2010   16:26 17804 9/08/2010 Proof 10
www.ebiquity.com
Stock Code: EBQ
   1
The Ebiquity team
2 Highlights
3 Chairman’s Statement
4 Our network of offices
6 Chief Executive’s Review
10 Financial Review
16 Directors and Advisers
18 Directors’ Report
24 Board of Directors, Comittees and Corporate 
Governance
25 Statement of Directors’ Responsibilities
26 Independent Auditors’ Report
28 Consolidated Income Statement
29 Consolidated Statement of Comprehensive Income
30 Consolidated Statement of Financial Position
31 Consolidated Statement of Changes in Equity
32 Consolidated Cash Flow Statement
33 Notes to the Consolidated Financial Statements
69 Company Balance Sheet
70 Notes to the Company Financial Statements
77 Notice of Meeting
81 Form of Proxy
Our Financials
Our Governance
Our Performance
17804EBIQUITY.indd   1 17804EBIQUITY.indd   1 09/08/2010   13:40 09/08/2010   13:40 2    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Highlights
Total Group revenues increased 
by 15% to £21.2 million, including 
a 10% increase from organic
1
 
business
• Analytics business revenue 
increased by 18% to £15.2 million 
representing 75% of total organic 
revenue
• Revenue from international 
assignments within Analytics 
grew by 32% to £8.0 million, now 
representing over 50% of Analytics 
revenue
• Platform business renewals at 80%
Underlying
2
 operating profit up 
12%, including a 7% increase from 
organic business 
• Group underlying operating profit 
of £2.6 million (2009: £2.4 million)
• Reported profit before tax of £0.1 
million (2009: £1.2 million)
• Underlying diluted EPS up 5% to 
5.55p (2009: 5.28p)
• Basic EPS of 0.50p (2009: 0.27p)
Strong cash flow and net debt 
performance
• Net cash from operating activities of 
£2.4 million (2009: £0.8 million)
• Net debt reduced to £1 million 
before the impact of acquisitions
• Net debt at 30 April 2010 of £2.0 
million (2009: £2.2 million)
Investing in future international 
growth
• Acquisition in April 2010 of Xtreme 
Information Services Limited, an 
international media intelligence 
group with annual revenues of £18 
million
• Significant restructuring under way 
which will generate cash savings for 
future years
• Continued investment 
strengthening global presence, 
with further acquisitions in Germany 
and France
1  Organic revenue excludes the results of acquisitions 
in the year
2  Underlying results are stated before highlighted items 
(see note 3)
17804EBIQUITY.indd   2 17804EBIQUITY.indd   2 09/08/2010   13:40 09/08/2010   13:40    3
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
‘We entered this year with a clear focus on continuing to 
build a strong, growing and sustainable revenue stream by 
developing new and innovative ways to serve our clients.’
Highlights
n Continuing to build a strong 
and continuous revenue 
stream
n Geographical reach 
increased and data capture 
balanced
n In a better position to provide 
our clients with greater level of 
insight
n Jeff Stevenson and Chris 
Russell join our Board
Chairman’s Statement
The Company has begun to prosper 
and is now benefiting from the firm 
foundations that have been put in 
place over recent years.
We entered this year with a clear 
focus on continuing to build a 
strong, growing and sustainable 
revenue stream by developing new 
and innovative ways to serve our 
clients. Despite our good financial 
performance, strong recurring 
revenues and continued international 
growth driven by the demand for 
transparency, benchmarking and 
measurement, the various business 
lines have been imbalanced in 
both geographic reach and scale. 
Traditionally it has proven difficult to 
fully exploit the relationship between 
our different activities.
The acquisition in April 2010 of Xtreme 
Information has addressed, in a 
very material way, the geographic 
reach and balance of our data 
capture capabilities and creates 
a business of scale that can rest 
comfortably alongside the domestic 
and international capabilities in our 
analytics business.
I believe our Company is now better 
positioned than any other in our 
marketplace, not only to help our 
clients understand their performance 
in an increasingly complex market 
environment, but also to provide a far 
greater level of insight, thus enabling 
them to improve their competitive 
performance and marketing 
efficiency. 
We have put in place foundations 
upon which our business can now 
grow significantly on a global basis 
mirroring the business models of our 
clients, both corporate and in the 
agency world. We have the chance 
to penetrate and exploit the market 
opportunity that exists currently.
None of this would have been 
possible without the leadership of 
our management team and the 
commitment of our people. I would 
like to thank the Ebiquity team who 
have been with us throughout the 
year, and also the employees of 
Xtreme whom we welcome into our 
enlarged enterprise with a sense of 
excitement and confidence. 
I would also like to welcome Jeff 
Stevenson and Chris Russell who 
have joined the Board following 
the acquisition of Xtreme. We look 
forward to benefiting from their 
insight and experience.
We have a scalable business and 
an experienced management 
team that have the capability to 
run a much bigger business. We are 
excited about the future.
Michael Higgins
Chairman
23 July 2010
17804EBIQUITY.indd   3 17804EBIQUITY.indd   3 09/08/2010   13:40 09/08/2010   13:40 New York
Chicago
*Mexico
4    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Our network of offices
Group revenue
£21.2m
(2009: £18.4m)
We capture media and marketing data in over 70 
countries throughout the world, enabling us to deliver 
intelligence and insights both locally and internationally.
Uniquely we combine local expertise and experience with 
centralised reporting capacities, allowing us to deliver 
deep local understanding coordinated centrally.
Many of our clients commission us from a single point, and 
we are able to deliver a fully global advertising monitoring 
service.
For clients who retain us to measure marketing and media 
value and performance, we are able to provide a highly 
localised service reflecting the essentially local nature 
of the media market. We deliver media benchmarking 
and auditing via our network of offices located in key 
advertising geographies across Europe, the Americas and 
Asia Pacific.
Data analytics is a key to our service and technology and 
technology solutions is an essential part of our DNA.
We collect and aggregate ‘real-time’ data from around 
the world allowing us to analyse our clients’ marketing 
and media performance.
In an age of increasing investment scrutiny, we provide the 
transparency necessary for clear and informed decision-
making both locally and globally.
“Ebiquity is a global analytics solutions 
provider designed to help our clients 
improve their media and marketing 
performance.”
Platform
28%
Analytics
72%
17804EBIQUITY.indd   4 17804EBIQUITY.indd   4 09/08/2010   13:40 09/08/2010   13:40 Lisbon
Milan
Hamburg
Barcelona
*Amsterdam
Paris
Madrid
London
Dublin
*Stockholm
*Moscow
*Copenhagen
Sydney
*Shanghai  
*Mumbai
*Partner offices
Baden-Baden
   5
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
17804EBIQUITY.indd   5 17804EBIQUITY.indd   5 09/08/2010   13:40 09/08/2010   13:40 17804 9/08/2010 Proof 10
6    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
Chief Executive’s Review
17804EBIQUITY.indd   6 17804EBIQUITY.indd   6 09/08/2010   13:40 09/08/2010   13:40    7
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
OVERVIEW
During the last twelve months we 
have made significant progress in 
developing our Company. We are 
pleased with these financial results 
and are excited by the opportunities 
that exist in our marketplace, 
opportunities that we now feel better 
equipped to exploit than at any time 
in our history.
Total revenue on an organic basis 
(excluding the impact of acquisitions) 
for the year to 30 April 2010 was up 
10% on the prior year to £20.2 million. 
Analytics revenue increased by 18% to 
£15.2 million and now represents 75% 
of total organic revenue. Within this 
sales from international assignments 
grew 32%. 
We are also pleased with the 
renewal rate in our platform business 
which during the period was 80%, 
demonstrating the resilient nature of 
this business. 
Group underlying operating profit 
(before highlighted items) was up 7% 
to £2.5 million on an organic basis. 
Excluding the impact of non-trading 
foreign exchange movements, 
underlying operating profit (before 
highlighted items) showed an 
organic increase of 30% to £2.7 million 
compared to the prior year. 
This strong performance took place 
in the face of the continuing impact 
of the economic downturn, which 
required us to manage our costs 
carefully whilst ensuring that we 
continued to develop our business 
in line with the needs of our clients. 
As a result we have increased our 
organic gross margin from 53% to 54% 
and we have significantly increased 
our underlying operating margin 
(excluding non-trading foreign 
exchange movements) from 11.2% to 
13.3% on an organic basis.
 
COMBINED GROUP RESULTS 
The acquisitions of Xtreme and TMC 
have had a marginal impact on 
this year’s results given that these 
transactions were completed just 
17 days before our year end. In 
combination with the Ebiquity full 
year results, revenues were £21.2 
million (£20.2 million on an organic 
basis) and operating profit was £2.6 
million (£2.5 million on an organic 
basis).
Our cash position improved 
significantly during the year with 
a strong conversion of profits into 
cash. Cash flow of £2.4 million was 
generated from operating activities. 
At the time of the acquisition, net 
debt was £1 million.
Fully diluted underlying earnings per 
share increased from 5.28p to 5.55p.
THE NEW ECONOMIC REALITY HAS 
RESET THE MARKETING AND MEDIA 
AGENDA
In recent years, media and marketing 
spend has come under pressure as 
never before. The new economic 
reality facing most companies 
means that marketing executives 
are now being asked to justify every 
pound they spend in terms of value, 
effectiveness and financial return. 
“In the coming year we plan to create a powerful company 
capable of delivering our unique set of services to a growing 
number of international clients.”
Highlights
n Strong performance in the 
economic downturn
n Combined Group revenue of 
£21.2 million
n Acquisition of Xtreme 
Information was completed in 
April
n Strong representative offices 
in a growing number of 
geographies
17804EBIQUITY.indd   7 17804EBIQUITY.indd   7 09/08/2010   13:41 09/08/2010   13:41 8    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Corporate procurement in particular 
is playing a large and growing part in 
the increasing trend to benchmark 
expenditure against clearly defined 
objectives and key performance 
indicators. 
In the USA, the CMO Council’s ‘State 
of the Market’ review stated that: 
‘31% of marketers expect to initiate or 
undertake marketing performance 
measurement programs in 2010’. 
Here in the UK, Marketing Week said: 
‘Insight and analytics have to be at 
the heart of how marketing addresses 
a transformed marketplace in 2010... 
marketing has no choice.’
EBIQUITY IS UNIQUELY POSITIONED 
TO TAKE ADVANTAGE OF THIS 
TREND
This increasing need for 
accountability and transparency 
within the marketing community 
continues to be the key driver of our 
growth. Already a global leader in 
marketing and media analytics, our 
ambition is to become a dominant 
player in this growing market, and as 
the marketing and media landscape 
evolves, so our business opportunities 
will increase.
Media and marketing choices 
confronting our clients have 
expanded rapidly, and as media 
channels multiply, brand-owners 
demand integrated multi-channel 
solutions with the ability to measure 
the effect of their activities across 
platforms. The continuing growth of 
digital media in particular means that 
our clients now seek faster, higher 
quality and more actionable insights 
that ever before — and they expect 
the same from traditional media too.
Significantly it is global companies, 
operating in multiple geographies, 
which are the most focused on this 
agenda. As Western markets begin 
to recover from recession at different 
speeds, and greater opportunities 
appear in the BRIC markets, so the 
allocation of marketing and media 
funds across geographies has 
become one of the most important 
business decisions faced by our 
clients.
Chief Executive’s Review
It is for this reason that the 
development of our international 
business has continued throughout 
the year (see below). In particular, 
the acquisition of Xtreme Information, 
completed in April 2010, along with 
the acquisition of the outstanding 
interest in TMC (a German advertising 
monitoring business, in which we 
already held a 50% equity position) 
is set to transform our Company into 
a leading media and marketing 
analytics and insight business with 
unsurpassed global reach.
XTREME INFORMATION
Xtreme captures and archives 
over 25,000 new TV and press 
advertisements every month from 
over 60 countries worldwide. In 
addition, Xtreme captures internet 
banner advertisements for Western 
Europe as well as cinema, radio and 
outdoor advertisements for the UK 
and Germany.
The addition of Xtreme’s international 
data platform to Ebiquity’s UK and 
German advertising monitoring 
businesses, and in combination with 
Ebiquity’s international analytics and 
consultancy business, will enable 
the Company to offer a genuinely 
distinctive global offering. In addition, 
the combination of international 
competitive monitoring and media 
and marketing analytics will help to 
increase the Company’s penetration 
of this significant global market 
opportunity.
Xtreme Information
The benefits of our recent acquisition
In combination, our two companies provide us with the opportunity 
to build a company with:
• Greater global scale
• A wider and more comprehensive range
of products and services
• A more integrated customer service offering
• A stronger management team
17804EBIQUITY.indd   8 17804EBIQUITY.indd   8 09/08/2010   13:41 09/08/2010   13:41    9
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
The acquisition of Xtreme is part of 
our longer-term vision to build an 
integrated media and marketing 
intelligence business with global 
reach. Together, our companies 
provide us with the opportunity to 
build a Group with:
• Greater global scale;
• A wider and more comprehensive 
range of products and services; 
• A more integrated customer 
service offering; and
• A stronger management team.
In the coming months we will continue 
to focus on the smooth integration of 
our two businesses and I am pleased 
to report that we have made a good 
start. Our management teams are 
working closely together and we 
have begun to take the first steps to 
ensure that we can deliver the cost 
synergies that we have built into our 
projections, which are currently in line 
with our expectations.
INTERNATIONAL DEVELOPMENT
For reasons described above, our 
international business has continued 
to expand significantly during the 
last twelve months, with revenue 
increasing by 32% to £8.0 million. We 
have also taken steps to ensure that 
we have strong representative offices 
in a growing number of geographies. 
In March 2010 we completed the 
acquisition of 82.5% of Excellence 
Media in Paris and have recently 
acquired a majority stake in Media 
Advisor in Milan.
 
In Germany, we are in the process of 
merging TMC with Xtreme Information 
GmbH, which will create a powerful 
competitive monitoring business in 
Europe’s most important advertising 
market. This step, together with 
the acquisition of a 51% majority 
stake in Billetts Germany (which we 
formalised in May 2010), will enable us 
to combine competitive monitoring 
and marketing and media analytics, 
a combination which has already 
proven successful in the UK.
In the US, Billetts America in New 
York is now beginning to partner with 
Xtreme’s office in Chicago to bring a 
combined analytics and monitoring 
and insight capability to our US-
based clients.
OUTLOOK
Looking forward, we plan to focus 
on completing the integration of 
Xtreme Information in order to create 
a powerful company capable of 
delivering our unique set of services 
to a growing number of international 
clients.
The process of integration has started 
well and we are confident that we will 
deliver the growth and cost synergies 
that will drive earnings.
The Company is now well positioned 
to exploit the global opportunity 
created through the development 
of market leading media monitoring 
and analytic businesses. We are 
excited by the opportunity that the 
next phase of our development 
affords.
 
Michael Greenlees
Chief Executive Officer
23 July 2010
17804EBIQUITY.indd   9 17804EBIQUITY.indd   9 09/08/2010   13:41 09/08/2010   13:41 10    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Financial Review
INTRODUCTION
Ebiquity Plc is publishing its final results for the year ended 30 April 2010. All results are stated before taking into account 
highlighted items unless otherwise stated. These include share option costs, amortisation of intangible assets acquired 
through business combinations, and restructuring and other non-recurring items.
INTRODUCTION TO SEGMENTAL REPORTING PRESENTATION
From financial years commencing on or after 1 January 2009, companies that comply with IFRS are required to follow 
new guidelines in relation to the reporting of their segmental results (in accordance with IFRS 8, Operating Segments). 
Consistent with our Interim Financial Review for the six months ended 31 October 2009, we are presenting this review in 
accordance with these new requirements.
Our two segments are ‘Analytics’ and ‘Platform’. The Analytics division consists of our media auditing, consultancy 
and marketing effectiveness practices and our Platform division consists of advertising and editorial monitoring and 
publisher services.
IMPACT OF ACQUISITIONS DURING THE FINANCIAL YEAR
During the year, the Group made the following acquisitions:
• 100% of Xtreme Information Services Limited (‘Xtreme’, an international group, headquartered in the UK) was 
purchased on 13 April 2010 for a total consideration of £15.3 million, consisting of a cash payment of £0.8 million 
funded through a placing, the issue of 16,706,639 new ordinary shares, and convertible loan notes convertible into 
13,802,861 ordinary shares. 
• The remaining 50% of Thomson Media Control GmbH & Co KG (‘TMC’, a German partnership) not already owned 
by the Group was purchased on 13 April 2010 for a total consideration of £1.2 million, consisting of a £26,000 cash 
payment and 1,451,330 new ordinary shares.
• 82.5% of the trade and assets of Excellence Media SARL (a French company) was purchased with an effective date 
of 1 March 2010 for a total potential consideration of £300,000 consisting of an initial cash payment of £134,000, to 
be followed by two earn-out cash payments to a maximum of £44,000 each. The purchase was made by a newly 
created French company, Billetts France SAS, which is 82.5% owned by the Group.
The results of Xtreme and TMC are consolidated into our Platform division from 13 April 2010 (approximately three weeks 
of trade), and the results of Billetts France are consolidated into our Analytics division from 1 March 2010 (two months 
of trade).
REVENUE
    Year ended 
 Year ended 30 April 2010 30 April 2009
 Organic Acquisitions Total Total 
 £’000 £’000 £’000 £’000
Analytics 15,176 21 15,197 12,842
Platform 5,001 1,020 6,021 5,633
Intersegment elimination — — — (56)
Total revenue 20,177 1,041 21,218 18,419
17804EBIQUITY.indd   10 17804EBIQUITY.indd   10 09/08/2010   13:41 09/08/2010   13:41    11
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
The only impact on our reporting of revenue under the new segmental guidelines is the addition of an intersegment 
eliminations line, whereby the revenue is initially shown on a gross basis. During the current year there have been no 
intersegment revenues.
Total Group revenue increased by 15% to £21.2 million (2009: £18.4 million). On an organic basis, the revenue increase 
is 10% (from £18.4 million to £20.2 million). 
The organic growth was driven by Analytics, where revenue increased by 18% to £15.2 million, and now represents 75% 
of total organic Group revenue (2009: 70%). Within this division, revenue from international audit assignments (defined 
as non-UK sourced revenue, or UK sourced revenue where marketing activity is analysed in more than one country) 
grew by 32% to £8.0 million.
 
Our Platform division has been challenged by the domestic nature of its advertising monitoring product in an 
increasingly globalised world. Revenue was down 11% on an organic basis. This was in part due to a softening in the 
advertising monitoring renewal rate (by value) to 80% (2009: 84%) and slower new sales of advertising monitoring. 
Offsetting this, Newslive 2.0, our new editorial monitoring product, has seen good sales traction and now accounts for 
13% of this division’s revenue (2009: 7%). 
GROSS PROFIT 
    Year ended 
  Year ended 30 April 2010 30 April 2009
 Organic Acquisitions Total Total
 £’000 £’000 £’000 £’000
Analytics 8,532 (5) 8,527 6,907
Platform 2,432 639 3,071 2,938
Total gross profit 10,964 634 11,598 9,845
Gross profit for the period was up 18% to £11.6 million (2009: £9.8 million), yielding an improved gross margin of 55% 
(2009: 53%). On an organic basis, the gross profit increase is 11% (from £9.8 million to £11.0 million). 
Analytics gross profit has improved from £6.9 million to £8.5 million, with margins increasing from 54% to 56%. The margin 
increase principally reflects the uplift in revenues, together with tight control of data costs and headcount increases, 
particularly in our UK and US businesses, but partly offset by a reallocation of staff costs from overheads to costs of sales 
(£175,000).
On an organic basis, Platform gross profit has reduced from £2.9 million to £2.4 million, with margins decreasing from 
52% to 49%. The margin decrease reflects the fall in revenue driven by our advertising monitoring platform, offset by an 
increase in Newslive revenue and a reduction in data capture headcount.
 
17804EBIQUITY.indd   11 17804EBIQUITY.indd   11 09/08/2010   13:41 09/08/2010   13:41 12    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Financial Review
OPERATING PROFIT
Operating profit before highlighted items is termed ‘underlying operating profit’. Certain items have been highlighted 
because separate disclosure is considered relevant in understanding the underlying performance of the business.  
  
  Year ended
 Year ended 30 April 2010 30 April 2009
 Organic Acquisitions Total Total
 £’000 £’000 £’000 £’000
Analytics 7,623 (20) 7,603 6,017
Platform 942 342 1,284 1,296
Central costs (5,874) (203) (6,077) (5,242)
Underlying operating profit excluding impact of 
non-trading foreign exchange movements 2,691 119 2,810 2,071
Non-trading foreign exchange movements (167) — (167) 292
Underlying operating profit 2,524 119 2,643 2,363
Highlighted items   (2,186) (933)
Reported operating profit   457 1,430
Underlying operating profit was £2.6 million (2009: £2.4 million), representing a 12% increase over the prior year. On an 
organic basis, the underlying operating profit increase is 7% (from £2.4 million to £2.5 million). 
During the year, non-trading foreign exchange losses reduced underlying operating profit by £167,000. This compares 
to a gain last year of £292,000. These foreign exchange movements were predominantly generated in the first half of 
our financial year by the US$1.2 million loan to our US subsidiary, Billetts America LLC. Excluding these foreign exchange 
movements, the organic underlying operating profit shows an improvement of 30%, from £2.1 million to £2.7 million.
To avoid a similar level of foreign exchange movements in the second half of the year we established a hedge by 
translating a portion of our UK term loan into a US dollar denominated loan. Following the date that we translated our 
UK loan to US dollars, we generated a foreign exchange gain of £10,000.
On an organic basis, the Analytics division has continued to perform well with increased revenues from a well managed 
cost base. At the gross profit level, we have seen an increase of £1.6 million as explained above. Administrative 
expenses have increased by £19,000, primarily as a result of an increase in foreign exchange losses (£195,000) partly 
offset by the staff cost allocation noted above.
The Platform division has seen an organic decrease at the gross profit level of £506,000 as explained above. 
Administrative expenses have decreased by £152,000 due to cost-cutting measures.
Central costs predominantly represent central salaries (Board, Finance, IT and HR), property costs, and central legal 
and advisory costs. Under previous IFRS segmental reporting, the majority of these costs were allocated to the divisions. 
Central costs, excluding non-trading foreign exchange movements, have increased by £632,000 on an organic basis. 
The increase includes the accrual of a UK staff bonus, and an increase in legal and property costs.
In total, the organic underlying operating profit margin has decreased from 12.8% to 12.5%. Taking into account the 
impact of non-trading foreign exchange movements, the margin has increased from 11.2% to 13.3%. 
17804EBIQUITY.indd   12 17804EBIQUITY.indd   12 09/08/2010   13:41 09/08/2010   13:41    13
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
HIGHLIGHTED ITEMS
Highlighted items comprise significant non-cash charges and non-recurring items which are highlighted in the income 
statement because separate disclosure is considered relevant in understanding the underlying performance of the 
business.
In the current financial year the non-recurring items almost exclusively relate to the acquisition of Xtreme.
 Year ended 30 April 2010 Year ended 30 April 2009
 Cash  Non-cash Total Cash  Non-cash Total
 £’000 £’000 £’000 £’000 £’000 £’000
Administrative Expenses
Recurring:
Share-based expenses — 308 308 — 313 313
Amortisation of purchased intangibles — 412 412 — 362 362
 — 720 720 — 675 675
Non-recurring:
Acquisition integration costs 212 — 212 — — —
Severance costs 1,132 — 1,132 258 — 258
Property costs — 122 122 — — —
 1,344 122 1,466 258 — 258
Total highlighted items — 
administrative expenses 1,344 842 2,186 258 675 933
Acquisition finance costs 214 — 214 — — —
Total highlighted items 1,558 842 2,400 258 675 933
Amortisation of purchased intangibles relates to acquisitions prior to the financial year (£362,000) and to acquisitions 
during the financial year (£50,000).
Severance costs relates to pre acquisition management restructuring (£159,000), senior management redundancy of 
the acquired companies (£651,000) and the anticipated redundancy costs associated with the merger of our acquired 
operations in Germany (£322,000).
Property costs represent the future onerous lease costs of vacating certain offices during the restructuring process.
Acquisition finance costs relate to costs incurred in cancelling both Ebiquity and Xtreme’s former borrowing 
arrangements in order to obtain the refinancing required for the acquisition.
As at 30 April 2010, £872,000 of the £1,558,000 had been settled in cash.
PROFIT BEFORE TAX 
   Year ended  Year ended
   30 April  30 April
   2010  2009
   £’000  £’000
Reported operating profit   457 1,430
Underlying net finance costs   (138) (243)
Highlighted finance costs   (214) —
Share of loss of associates   (5) (14)
Profit before tax   100 1,173
17804EBIQUITY.indd   13 17804EBIQUITY.indd   13 09/08/2010   13:41 09/08/2010   13:41 14    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Financial Review
Underlying net finance costs were £138,000 (2008: £243,000) which reflects a reducing debt position prior to the 
acquisitions late in the year.
Share of loss of associates represents our share of the losses of Billetts Germany GmbH, a company in which we had a 
10% stake throughout the financial year. On 1 May 2010, this stake was increased to 51%.
Underlying profit before tax was up 19% to £2.5 million (2009: £2.1 million). Reported profit before tax is £100,000 (2009: 
£1.2 million). 
TAXATION
   Year ended  Year ended
   30 April  30 April
   2010  2009
   £’000  £’000
Current tax charge   467 349
Deferred tax (credit)/charge   (536) 735
Total tax (income)/charge   (69) 1,084
The increase in the current tax charge reflects an increase in our underlying profitability, particularly in the US where our 
brought forward tax losses have now been fully utilised. 
The deferred tax credit for the year is largely due to deferred tax on share options, following the significant increase 
in the Company’s share price. The prior year charge was largely due to a reduction in the level of brought forward 
recognised tax losses.
EQUITY
During the year , 19,532,969 new ordinary shares were issued in relation to the acquisitions during the year, thus increasing 
our issued share capital to 51,672,404 shares. Also in relation to the acquisitions, convertible loan notes were issued that 
are convertible into 13,802,861 ordinary shares. These convertible loan notes have been included within equity as they 
demonstrate the characteristics of ordinary share capital. They are also included within the number of shares for the 
purposes of both the basic and diluted earnings per share calculations.
Consistent with prior periods, the Board is not currently recommending the payment of a dividend.
EARNINGS PER SHARE
Underlying diluted earnings per share was 5.55p (2009: 5.28p). Excluding the impact of acquisitions, the underlying EPS 
would have been 5.11p. This marginal decrease on the prior year is caused by two main factors: firstly, an increase in 
the number of potentially dilutive number of shares caused by an increase in the average share price during the year; 
and secondly, an increase in the effective tax rate due to historic tax losses in the US being fully utilised during the year. 
The Group reports a diluted EPS of 0.46p (2009: 0.26p). 
17804EBIQUITY.indd   14 17804EBIQUITY.indd   14 09/08/2010   13:41 09/08/2010   13:41    15
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Performance
OPERATING CASH FLOW AND NET DEBT
   As at  As at
   30 April  30 April
   2010  2009
   £’000  £’000
Net cash from operating activities   2,421 827
Cash   5,243 1,246
Loans to associates   285 362
Debt   (7,569) (3,800)
Net debt   (2,041) (2,192)
Net cash from operating activities for the year was £2.4 million (2009: £0.8 million), reflecting the underlying profitability 
of the Group, together with an increase in trade payables due largely to the timings of payment of acquisition related 
costs. 
At 30 April 2010, the cash balance is high due to the timing of acquisition cost settlement and integration implementation.
Loans to associates reflect loans made to Billetts Germany GmbH. The full balance is repayable on demand.
FINANCING AND TREASURY
To coincide with the timing of the acquisitions of Xtreme and TMC on 13 April 2010, the Group undertook a refinancing 
initiative. Ebiquity’s outstanding debt with Bank of Scotland (£3.2 million) and Xtreme’s outstanding debt with Barclays 
(£2.3 million) were repaid. New facilities have been taken out with Bank of Ireland, and these comprise a term loan 
of £8.0 million, a revolving credit facility of £2.5 million and an acquisition facility of £1.5 million, all with a maturity 
date of 31 March 2014. Other than for the repayment of existing loans, the term loan is available for use towards the 
acquisition costs and the cost of integrating the businesses. The revolving credit facility is available for integration costs 
and working capital requirements.
The Group’s hedging strategy is to minimise fluctuations and exposures to interest rate and foreign exchange 
movements.
Interest rate risk is mitigated through the use of floating to fixed interest rate swaps; however, there were no such 
instruments outstanding at the year end following the refinancing in April 2010. Subsequent to the year end, the Group 
swapped 70% of its term loan into fixed rate borrowings for the period from February 2011 to April 2014. 
The Group is exposed to currency risk on foreign currency trading and intercompany balances, and also on the foreign 
currency bank accounts which it holds. These risks are offset by the holding of certain foreign currency bank borrowings 
and the use of forward currency contracts.
During the year, the Group continued to trade comfortably within all of its banking facilities and covenants prior to the 
refinancing. 
Andrew Beach
Chief Financial Officer
23 July 2010
17804EBIQUITY.indd   15 17804EBIQUITY.indd   15 09/08/2010   13:41 09/08/2010   13:41 16    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Directors and Advisers
MICHAEL HIGGINS
Non-Executive Chairman
Joining the Board on 1 May 2006, Michael spent the 
previous 10 years as a Partner at KPMG following 12 years 
at Charterhouse Bank (the last 8 as a Director). Currently 
a Senior Adviser with KPMG, Michael works with a number 
of private media and technology companies. He is also 
a Board member of the Quoted Companies Alliance. In 
addition to chairing the Ebiquity Board, Michael chairs 
the Remuneration Committee.
MICHAEL GREENLEES
Chief Executive Officer
Michael was one of the original founding partners of Gold 
Greenlees Trott (GGT) which under Michael’s guidance 
became one of the great names in British advertising and 
subsequently growing into an international advertising 
and marketing group.  Michael occupied the role of 
Chief Executive Officer for over 10 years until the sale of 
GGT to Omnicom in 1998 when he joined the Board of 
Omnicom, serving as the President & Chief Executive of 
TBWA Worldwide. In 2001 he was made Executive Vice-
President of Omnicom Inc.
NICK MANNING
Chief Operating Officer
Nick has spent 30 years in the media industry, principally 
having co-founded Manning Gottlieb Media (MGM) in 
1990. MGM became one of the most highly respected 
and fastest growing Media Specialist agencies before 
becoming part of Omnicom in 1997. His most recent 
position was CEO of OMD’s operations in the UK. Nick also 
co-founded OPera, the media negotiation arm for OMD 
and PHD, with billings of £1 billion. Nick joined Ebiquity 
in October 2007 as Chief Operating Officer with special 
responsibility for the Analytics division.
PAUL ADAMS
Chief Information Officer
Paul joined the Wellcome Foundation in 1989 as a 
systems analyst and programmer. During 1995 and 
1997 he provided systems development services for 
Mintel International Group Limited in the capacity of 
Chief Systems Developer. Working with Ebiquity from 
its inception and becoming IT Director in 1999, Paul 
shaped the development of the Group’s technology 
platforms.  Now Chief Information Officer, he has 
responsibility for the Company’s Platform businesses, 
software development, infrastructure, data capture 
and QA.
ANDREW BEACH
Chief Financial Officer
Andrew qualified at PricewaterhouseCoopers, and 
worked within their Assurance business for 9 years until 
2007. For the last 6 years he specialised in Entertainment 
and Media clients and headed up the firm’s Publishing 
knowledge network. He joined Ebiquity as Group 
Financial Controller in March 2007 and was promoted to 
Chief Financial Officer in April 2008. Andrew also acts as 
Company Secretary for the Group. 
STEPHEN THOMSON
Non-Executive Director
Stephen co-founded and ran Ebiquity, formerly Thomson 
Intermedia, until 2008.  Prior to this, Stephen was the IT 
Director at Mintel, responsible for introducing technology 
solution to data delivery significantly influencing their 
business model.  Stephen is the co-founder and director  
of children’s newspaper First News and the co-founder 
and Managing Director of Priority One - an IT outsourcing 
business. He is also a non-executive at the Local Data 
Company.
17804EBIQUITY.indd   16 17804EBIQUITY.indd   16 09/08/2010   13:41 09/08/2010   13:41    17
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Governance
SARAH JANE THOMSON
Non-Executive Director
Sarah co-founded and ran Ebiquity, formerly Thomson 
Intermedia, until 2008. She is also a director of her co-
founded businesses, First News, the children’s newspaper 
and Priority One.  She is the CEO of Addictive interactive, 
a social networking business and sits on the Board of        
Bloomsbury publishing.
RICHARD NICHOLS
Non-Executive Director
Richard is currently Group Chief Executive of College Hill, 
the international business communications consultancy.  
Prior to joining College Hill, Richard was Chief Executive 
of Huntsworth plc, following the merger with Incepta 
Group plc where he was the Chief Executive and 
formerly Group Finance Director.  Richard qualified as a 
Chartered Accountant with Price Waterhouse in London.  
He has recently been appointed Chairman of Ebiquity’s 
Audit Committee and also sits on the Remuneration 
Committee. 
JEFFREY STEVENSON
Non-Executive Director
Jeffrey is the Managing Partner of Veronis Suhler Stevenson 
(VSS), a private equity fund with $2.5 billion of capital 
under management.  VSS manages equity and Structured 
Capital funds dedicated to companies engaged in the 
information, education, media, business and marketing 
services  industries.  Jeffrey joined the firm in 1982 and has 
been the head of its private equity business since its first 
investment in 1989.  He serves as director to a number of 
companies including Cambium Learning and Advanstar 
Communications.
CHRISTOPHER RUSSELL
Non-Executive Director
Chris is a Managing Director at VSS and is responsible 
for originating, structuring and monitoring US and 
international investments, and is also actively involved in 
all aspects of the firm’s investment process, fundraising, 
operations, and administrative matters.  Chris currently 
serves as a director of Brand Connections, Advanstar 
Communications, Infobase Publishing and Market 
Strategies, and previously served on the Boards of Hanley 
Wood and ITE Group Plc.
Company Secretary
Andrew Beach
Registered office 
The Registry
Royal Mint Court
London EC3N 4QN
Registration
Registered and incorporated in 
England & Wales
Registration number 3967525
Independent Auditors
BDO LLP
55 Baker Street
London W1U 7EU
Nominated adviser and broker
Numis Securities Limited
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT 
Solicitors
Lewis Silkin LLP 
5 Chancery Lane
Clifford’s Inn
London EC4A 1BL 
Registrars
Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
17804EBIQUITY.indd   17 17804EBIQUITY.indd   17 09/08/2010   13:41 09/08/2010   13:41 18    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Directors’ Report
The Directors present their annual report and Group audited accounts for the year ended 30 April 2010.
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
Ebiquity plc is the holding company for a Group which continues to provide a range of business critical data, analysis 
and consultancy services to advertisers, media owners and PR professionals, both in the UK and internationally. The 
Chief Executive’s Review on pages 6  to 9  sets out the full activities of the Group.
The profit for the year after taxation amounted to £169,000 (30 April 2009: £89,000). Full details of the results for the year 
are set out in the Financial Review on pages 10 to 15.
BUSINESS ENVIRONMENT
The sector in which Ebiquity operates has attractive growth characteristics due to the increasing focus by companies 
on bringing more accountability to their marketing spend and analysing its return on investment. The advertising market 
has historically operated as a ‘trust’ industry with high fragmentation and low levels of transparency around pricing. This 
is now changing rapidly as a result of improved technology and measurement techniques, new media channels and 
an increasing focus by advertisers on value for money. As set out in the Chief Executive Officer’s Review on pages 6   
to 9, the Group believes that it continues to be well placed to take advantage of these market trends. 
STRATEGY
A review of the Group’s strategy is included in the Chief Executive’s Review on pages 6 to 9.
RESEARCH AND DEVELOPMENT
The Group continues to invest in development of products. This has resulted in some enhancements of existing services 
that will benefit the Group in the medium to long term.
TRADING REVIEW AND FUTURE DEVELOPMENT
A review of the business and future outlook are included in the Chief Executive’s Review on pages 6 to 9.
PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group’s strategy are subject to a number of risks. The 
Directors believe that the key business risks affecting the Group are as follows:
IT Systems
Ebiquity relies on its IT systems to deliver services to customers. As a technology-led business, a key risk is the possibility 
of an interruption to the running of the Group’s hardware or software. To minimise this risk, the Group has a team of 
dedicated IT professionals with the skills to maintain the systems and address potential issues as they arise. The Group 
has also invested heavily in back-up systems and procedures to mitigate the impact of any outage. 
Economic cycle
During periods of economic downturn, overall spending on marketing activity is likely to decline and this in turn 
may impact on the Group’s revenues. However, the Group believes that the products and services of the Analytics 
business, which are focused on helping its customers achieve maximum value from their marketing spend, are even 
more valuable in a recessionary environment. This should help to shield the Group from the impact of an economic 
downturn. Indeed, this has been evidenced during the year.
17804EBIQUITY.indd   18 17804EBIQUITY.indd   18 09/08/2010   13:41 09/08/2010   13:41    19
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Governance
Loss of key staff
Our Directors and staff are critical to the servicing of existing customers and the winning of new business. The departure 
of key individuals and the inability to recruit people with the right experience and skills could adversely affect the 
Group’s results. With this risk in mind, key staff are subject to financial lock-ins and long-term incentive arrangements 
linked to Group results which are designed to reward loyalty and performance. We have further reviewed our incentive 
packages during the year, and will continue to do so in the current financial year.
Competition
The marketing services sector is highly competitive, with frequent new product innovations and enhancements, all of 
which means that there can be no guarantee that the Group will generate expected revenues. However, the Group is 
well placed to counter these threats given its solid market position, the quality and comprehensiveness of its database 
and its proprietary, world-leading technology, all of which act as strong barriers to entry for potential competitors. The 
acquisitions made during the year have further strengthened our position in this regard.
Integration of acquisitions
The current year has seen the Group make transformational acquisitions that change the shape and structure of the 
Company. Such acquisitions require significant integration activities. If the integration process does not proceed as 
planned, the acquired businesses may not achieve the levels of profitability and cash flows that we currently forecast. 
To mitigate these risks we have developed detailed integration plans which include regular milestones and steering 
committee meetings to ensure that our integration plans are successful.
17804EBIQUITY.indd   19 17804EBIQUITY.indd   19 09/08/2010   13:41 09/08/2010   13:41 20    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Directors’ Report
KEY PERFORMANCE INDICATORS (‘KPIS’)
Whilst the Board monitors many financial and operational measures to track the Group’s progress, there are four core 
KPIs which are set out below:
 Year ended  Year ended
 30 April 30 April
KPI  2010 2009 Definition, method of calculation and analysis
Core revenues (£’000) 21,218 18,419 Revenues from our Analytics and Platform businesses. 
   The core business has continued to grow well during 
   2009/10 as a result of organic growth, particularly from 
   our international business, and through acquisitions in April 
   2010. Note that we have no non-core revenues in either 
   financial year presented.
Underlying operating profit (£’000) 2,643 2,363 Operating profit before highlighted items. See note 3 of 
   the consolidated financial statements. 
   Underlying operating profit was up 12% in 2009/10, 
   reflecting an improved performance from our 
   international business and the impact of acquisitions late 
   in the financial year. On an organic basis, the underlying 
   operating profit is up 7%.
Subscriptions Renewal Rate (%) 80% 84% Percentage of advertising monitoring business (by 
   contract value) which has renewed over the previous 
   12 months. 
   The decrease in renewal rate reflects the impact of 
   recessionary factors on our clients, through consolidation, 
   administration, and cost-cutting exercises.
Net Cash From Operating  2,421 827 Cash flow before investing and financing activities.
Activities (£’000)  
   Cash flow increased in 2009/10 due to the underlying 
   profitability of the Group, and due to positive net 
   movements in working capital. 
DIVIDENDS
The Directors do not recommend the payment of a dividend (2009: £nil).
17804EBIQUITY.indd   20 17804EBIQUITY.indd   20 09/08/2010   13:41 09/08/2010   13:41    21
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Governance
EMPLOYEES
Ebiquity is committed to the continuous development of its employees. The Group’s people are integral to the success 
of the business and as a result the Group pursues employment practices which are designed to attract, retain and 
develop this talent to ensure the Group retains its market leading position with motivated and satisfied employees.
The Group’s policy for the selection of employees for recruitment, training, development and promotion is determined 
solely on their skills, abilities and other requirements which are relevant to the job.
The Group’s equal opportunities policy is designed to ensure that disabled people are given the same consideration 
as others and enjoy the same training, development and prospects as other employees. Where existing employees 
become disabled it is the Company’s policy to provide continuing employment wherever practicable in the same or 
an alternative position and to provide appropriate training.
The Group makes use of its intranet as a communication tool to provide employees with the information they need to 
understand and achieve the objectives of the Group as well as to encourage communication across the Group so that 
employees can share and benefit from experience and knowledge. Employees receive regular updates on corporate 
performance and business developments through various formal and informal channels and regular meetings are 
held between local management and employees to allow a free flow of information and ideas.
Share options are used as a tool alongside cash-based remuneration to reward and retain key employees, with a 
rolling programme of awards.
CREDITOR PAYMENT POLICY
The Group’s policy is to comply wherever possible with any payment terms agreed with suppliers. As at 30 April 2010, 
the Group’s average creditor days figure was 56 days (2009: 56 days). The Group had trade creditors of £2,993,000 at 
the year end (2009: £1,075,000).
SUBSTANTIAL SHAREHOLDINGS
At 23 July 2010 the following held more than 3% of the Company’s ordinary share capital, other than the shareholdings 
held by Directors. No other person has reported an interest of more than 3% in the Company’s ordinary shares.
Name   No of shares %
VS&A Communications Partners III (VSS)   15,109,549  27.04%
Kabouter Management   3,750,000 6.71%
Herald Investment Management   3,429,450 6.14%
Mark H Dixon   2,200,000 3.94%
VSS also hold convertible loan notes that are convertible into 13,802,861 ordinary shares. Under the terms of the 
convertible loan notes, VSS cannot hold more than 29.9% of the ordinary share capital at any one time.
FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise bank loans and cash. The main purpose of these financial 
instruments is to provide finance for the Group’s operations. The Group has various other financial assets and liabilities 
such as trade receivables and trade payables, which arise directly from its operations. The operations of the Group 
generate cash and the planned growth of activities is cash generative. Full details of financial instruments are included 
in note 25 of the consolidated financial statements.
17804EBIQUITY.indd   21 17804EBIQUITY.indd   21 09/08/2010   13:41 09/08/2010   13:41 22    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Directors’ Report
GOING CONCERN 
The Board is responsible for considering whether it is appropriate to prepare financial statements on a going concern 
basis. After making appropriate enquiries the Board concluded that the Group has adequate resources to continue 
in operation for the foreseeable future. For this reason the Group continues to adopt the going concern basis in 
preparing the financial statements.
DISCLOSURE OF INFORMATION TO AUDITORS
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any 
information needed by the Group’s auditors for the purposes of their audit and to establish that the auditors are aware of 
that information. The Directors are not aware of any relevant audit information of which the auditors are unaware.
DIRECTORS’ INDEMNITY
The Company purchased and maintained throughout the period, and up to the date of approval of this Directors’ 
report, Directors’ and officers’ liability insurance in respect of its Directors and officers and those of its subsidiaries. 
DIRECTORS
The Directors in office during the year and until the date of this report were as follows:
Michael Higgins   Non-Executive Chairman
Michael Greenlees  Chief Executive Officer
Nick Manning   Chief Operating Officer
Paul Adams   Chief Information Officer
Andrew Beach   Chief Financial Officer
Stephen Thomson    Non-Executive Director 
Sarah Jane Thomson  Non-Executive Director 
Richard Nichols   Non-Executive Director 
Jeffrey Stevenson  Non-Executive Director (appointed 13 April 2010)
Christopher Russell  Non-Executive Director (appointed 13 April 2010)
Fiona Driscoll   Non-Executive Director (resigned 31 July 2009)
17804EBIQUITY.indd   22 17804EBIQUITY.indd   22 09/08/2010   13:41 09/08/2010   13:41    23
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Governance
DIRECTORS’ INTERESTS
The beneficial interests of Directors, who were Directors at the year end, in the ordinary shares of the Company and 
options to purchase such shares at the beginning and end of the financial year comprised:
 Number of   Number of
 ordinary   ordinary
 shares Options shares Options
 30 April  30 April 30 April 30 April
 2010 2010 2009 2009
Michael Higgins 64,500 — 64,500 —
Michael Greenlees 230,000 1,919,760  50,000 1,919,760
Nick Manning 230,000 1,464,285 50,000 1,464,285
Paul Adams 908,804 1,308,451 908,804 1,308,451
Andrew Beach 20,000 189,476 20,000 164,476
Stephen Thomson 5,302,393 145,921 5,302,393 145,921
Sarah Jane Thomson 5,302,394 145,921 5,302,394 145,921
Richard Nichols 35,000 — — —
Jeffrey Stevenson — — — —
Christopher Russell — — — —
No Director has any direct interest in the shares of any subsidiary company. Subsequent to the year end, Michael 
Greenlees and Nick Manning were granted 2.4 million and 1.8 million share options respectively. These replaced the 
options granted to them on 1 April 2008 under the Ebiquity Plc 2008 Executive Incentive Plan. This will bring the total 
options held by Michael Greenlees and Nick Manning to 2,519,760 and 1,914,286 respectively. There have been no 
other changes in the above Directors’ shareholdings between 30 April 2010 and 23 July 2010. 
Jeffrey Stevenson and Christopher Russell are investing partners in VSS, the Company’s largest shareholder.
AUDITORS
BDO LLP have expressed their willingness to continue in office and a resolution to reappoint them will be proposed at 
the next Annual General Meeting. 
 
By order of the Board:
Andrew Beach 
Company Secretary
23 July 2010
17804EBIQUITY.indd   23 17804EBIQUITY.indd   23 09/08/2010   13:41 09/08/2010   13:41 24    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Board of Directors, Committees 
and Corporate Governance
BOARD OF DIRECTORS
The Board of Directors, which comprises four Executive Directors, five independent Non-Executive Directors, and an 
independent Non-Executive Chairman, meets approximately seven times a year. The Board is responsible for leading 
and controlling the Group. The four Executive Directors and a further four members of senior management comprise 
the Group’s Executive Committee, which meets on a frequent basis, and provides the principal vehicle for directing 
the Group’s business at an operational level. 
The following Board committees deal with the important aspects of the Group’s affairs and provide independent, 
objective advice.
AUDIT COMMITTEE
The Audit Committee, which meets three times a year, is chaired by Richard Nichols and comprises the Non-
Executive Chairman and a minimum of one other Non-Executive Director. The purpose of the committee is to ensure 
the preservation of good financial practices throughout the Group; to monitor that controls are in force to ensure 
the integrity of financial information; to review the interim and annual financial statements; and to provide a line of 
communication between the Board and the external auditors.
REMUNERATION COMMITTEE
The Remuneration Committee, which meets at least once a year, is chaired by Michael Higgins and comprises the 
Non-Executive Chairman and a minimum of two Non-Executive Directors. It is responsible for the Executive Directors’ 
remuneration and other benefits and terms of employment, including performance related bonuses and share options. 
NOMINATION COMMITTEE
The Board as a whole fulfils the function of the Nomination Committee.
COMPLIANCE WITH THE COMBINED CODE
Under the rules of the AIM market the Group is not required to comply with the Combined Code. However, the Directors 
have taken steps to comply with the Combined Code in so far as it can be applied practically, given the size of the 
Group and the nature of its operations.
The Directors acknowledge that fully listed companies are required to report on internal controls in compliance with 
The Combined Code. Despite the fact that the Group is not bound to comply, as it is listed on the AIM market, the 
Directors recognise the need to focus on significant risks and related controls, procedures and reports. The Directors 
consider that such matters are dealt with appropriately bearing in mind the Group’s present size and its potential for 
expansion.
17804EBIQUITY.indd   24 17804EBIQUITY.indd   24 09/08/2010   13:41 09/08/2010   13:41    25
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Governance
Statement of Directors’ 
Responsibilities
The Directors are responsible for preparing the annual report and accounts 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 elected to prepare the Group financial statements in accordance with International Financial Reporting 
Standards (IFRSs) as adopted by the European Union and the Company financial statements in accordance with 
United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable 
law). Under company law the Directors must not approve the financial statements unless they are satisfied that they 
give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for 
that period. The Directors are also required to prepare financial statements in accordance with the rules of the London 
Stock Exchange for companies trading securities on the Alternative Investment Market. 
In preparing these accounts, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to 
any material departures disclosed and explained in the accounts; and
• prepare the accounts on the going concern basis unless it is inappropriate to presume that the Company will 
continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the 
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company 
and enable them to ensure that the accounts comply with the requirements of the Companies Act 2006. They are also 
responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the annual report and accounts are made available on a website. These are 
published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation 
and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and 
integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the 
ongoing integrity of the accounts contained therein.
17804EBIQUITY.indd   25 17804EBIQUITY.indd   25 09/08/2010   13:41 09/08/2010   13:41 26    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Independent Auditor’s Report
TO THE MEMBERS OF EBIQUITY PLC
We have audited the financial statements of Ebiquity Plc for the year ended 30 April 2010 which comprise the 
consolidated statement of financial position and Company balance sheet, the consolidated income statement, 
the consolidated statement of comprehensive income, the consolidated cash flow statement, the consolidated 
statement of changes in equity and the related notes. The financial reporting framework that has been applied in the 
preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) 
as adopted by the European Union. The financial reporting framework that has been applied in preparation of the 
parent company financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom 
Generally Accepted Accounting Practice). 
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those 
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted 
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, 
as a body, for our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation 
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the 
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). 
Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. 
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give 
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or 
error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and the parent 
company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of 
significant accounting estimates made by the Directors; and the overall presentation of the financial statements. 
OPINION ON FINANCIAL STATEMENTS
In our opinion: 
• the financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as 
at 30 April 2010 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the 
European Union;
• the parent company’s financial statements have been properly prepared in accordance with United Kingdom 
Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
17804EBIQUITY.indd   26 17804EBIQUITY.indd   26 09/08/2010   13:41 09/08/2010   13:41    27
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Directors’ report for the financial year for which the financial statements are 
prepared is consistent with the financial statements. 
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to 
you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have 
not been received from branches not visited by us; or
• the parent company financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Andrew Viner 
(senior statutory auditor)
For and on behalf of BDO LLP, statutory auditor
London, United Kingdom
23 July 2010
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
17804EBIQUITY.indd   27 17804EBIQUITY.indd   27 09/08/2010   13:41 09/08/2010   13:41 28    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Consolidated Income Statement
for the year ended 30 April 2010
 Year ended 30 April 2010 Year ended 30 April 2009
     Before Highlighted  Before Highlighted
     highlighted items  highlighted items
     items (note 3) Total items (note 3) Total
    Note £’000 £’000 £’000 £’000 £’000 £’000
Revenue   21,218 — 21,218 18,419 — 18,419
Cost of sales   (9,620) —  (9,620) (8,574)  — (8,574)
Gross profit   11,598 — 11,598 9,845 — 9,845
Administrative expenses  (8,955) (2,186) (11,141) (7,482) (933) (8,415)
Operating profit   2,643 (2,186) 457 2,363 (933) 1,430
Finance income  6 14 — 14 25 — 25
Finance expenses  6 (152)  (214) (366) (268)  — (268)
Net finance costs   (138) (214) (352) (243) — (243)
Share of loss of associates 13 (5) —  (5) (14)  — (14)
Profit before taxation   2,500 (2,400) 100 2,106 (933) 1,173
Taxation   7 (290) 359 69 (1,366) 282 (1,084)
Profit for the year   2,210 (2,041) 169 740 (651) 89
Attributable to:
Equity holders of the parent  2,210 (2,041) 169 738 (651) 87
Minority interests   — — — 2  — 2
     2,210 (2,041) 169 740 (651) 89
Earnings per share
Basic   8   0.50p   0.27p
Diluted  8   0.46p   0.26p
The notes on pages 33 to 68 form part of these financial statements.
17804EBIQUITY.indd   28 17804EBIQUITY.indd   28 09/08/2010   13:41 09/08/2010   13:41    29
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
Consolidated Statement of 
Comprehensive Income
for the year ended 30 April 2010
         Year ended  Year ended
         30 April  30 April
         2010 2009
         £’000 £’000
Profit for the year       169 89
Other comprehensive income:
Exchange differences on translation of overseas subsidiary     45 (180)
Total comprehensive profit/(loss) for the year     214 (91)
Attributable to:
Equity holders of the parent      214 (93)
Minority interest       — 2
         214 (91)
17804EBIQUITY.indd   29 17804EBIQUITY.indd   29 09/08/2010   13:41 09/08/2010   13:41 30    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Consolidated Statement of Financial Position
as at 30 April 2010
         30 April 30 April
         2010 2009
        Note £’000 £’000
Non-current assets
Goodwill      9 30,235 8,754
Other intangible assets      10 9,983 2,795
Property, plant and equipment     11 2,044 971
Investment in joint ventures     12 — 115
Investment in associates     13 12 17
Loans and other financial assets     14 — 77
Deferred tax asset      20 670 142
Total non-current assets      42,944 12,871
Current assets
Loans and other financial assets     14 679 362
Trade and other receivables     15 12,437 5,932
Cash and cash equivalents     16 5,243 1,246
Total current assets       18,359 7,540
Total assets       61,303 20,411
Current liabilities
Other financial liabilities      17 (2,077) (2,513)
Trade and other payables     18 (4,922) (1,852)
Current tax liabilities       (425) (306)
Provisions       19 (650) (51)
Accruals and deferred income      (11,206) (4,266)
Total current liabilities       (19,280) (8,988)
Non-current liabilities
Other financial liabilities      17 (5,627) (1,332)
Provisions       19 (855) (99)
Deferred tax liability      20 (2,608) (565)
Total non-current liabilities      (9,090) (1,996)
Total liabilities       (28,370) (10,984)
Total net assets       32,933 9,427
Capital and reserves
Share capital      22 12,918 8,035
Share premium      23 2,259 1,846
Convertible loan note reserve     23 9,445 —
Merger reserve      23 3,667 (4,504)
Translation reserve      23 (72) (117)
Retained earnings      23 4,716 4,167
Capital and reserves attributable to the equity holder of the parent   32,933 9,427
Minority interest       — —
Total equity       32,933 9,427
The financial statements on pages 28 to 68 were approved and authorised for issue by the Board of Directors on 
23 July 2010 and were signed on its behalf by:
Michael Greenlees Andrew Beach
Director Director
17804EBIQUITY.indd   30 17804EBIQUITY.indd   30 09/08/2010   13:41 09/08/2010   13:41    31
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
Consolidated Statement of 
Changes in Equity
for the year ended 30 April 2010
       Convertible
     Share Share  loan note Merger Translation Retained 
     capital premium reserve reserve reserve earnings Total
     Note £’000 £’000 £’000 £’000 £’000 £’000 £’000
1 May 2008   8,035 1,846 — (4,504) 63 3,765 9,205
Total comprehensive income for the year  — — — — (180) 89 (91)
Share options charge   24 — — — — — 313 313
30 April 2009   8,035 1,846 — (4,504) (117) 4,167 9,427
Total comprehensive income for the year  — — — — 45 169 214
Shares issued for cash  22 344 433 — — — — 777
Share issue costs   — (20) — — — — (20)
Acquisition of subsidiaries 22 4,539 — 9,662 8,171 — — 22,372
Loan note issue costs   — — (217) — — — (217)
Share options charge  24 — — — — — 308 308
Deferred tax on share options 20 — — — — — 72 72
30 April 2010    12,918 2,259 9,445 3,667 (72) 4,716 32,933
17804EBIQUITY.indd   31 17804EBIQUITY.indd   31 09/08/2010   13:41 09/08/2010   13:41 32    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Consolidated Cash Flow Statement
for the year ended 30 April 2010
         Year ended  Year ended 
         30 April  30 April
         2010 2009
         £’000 £’000
Cash flows from operating activities
Profit before taxation       100 1,173
Adjustments for:
Depreciation       352 364
Amortisation       582 487
Capitalised development costs write-off     49 106
Unrealised foreign exchange loss/(gain)     194 (298)
Share option charges       308 313
Finance income       (14) (25)
Finance expenses       366 268
Call/put options valuation (net)      (21) (6)
Share of loss of associates      5 14
         1,921 2,396
Increase in trade receivables      (1,354) (10)
Increase/(decrease) in trade payables     2,306 (951)
Increase/(decrease) in provisions      370 (71)
Cash generated from operations     3,243 1,364
Net finance expenses paid      (271) (268)
Income taxes paid       (551) (269)
Net cash from operating activities     2,421 827
Cash flows from investing activities 
Acquisition of subsidiaries, net of cash acquired     (326) —
Purchase of property, plant and equipment     (164) (454)
Purchase of intangible assets      (135) (511)
Purchase of investments      — (26)
Purchase of investments in associates     — (17)
Repayment/(grant) of loan to associates     66 (362)
Finance income       14 25
Net cash used in investing activities     (545) (1,345)
Cash flows from financing activities
Proceeds from issue of share capital     750 —
Proceeds from long-term borrowings     8,000 1,113
Repayment of bank loans      (5,884) (1,013)
Bank loan fees paid       (406) —
Bank securities paid       (100) —
Loan note issue costs       (217) —
Loan note settlement       — (51)
Net cash flow from financing activities     2,143 49
Net increase/(decrease) in cash, cash equivalents and bank overdrafts  4,019 (469)
Effect of unrealised foreign exchange (losses)/gains    (22) 28
Cash, cash equivalents and bank overdraft at beginning of period   1,246 1,687
Cash, cash equivalents and bank overdraft at end of period (note 16)   5,243 1,246
17804EBIQUITY.indd   32 17804EBIQUITY.indd   32 09/08/2010   13:41 09/08/2010   13:41    33
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
1. ACCOUNTING POLICIES
BASIS OF PREPARATION
These consolidated financial statements have been prepared in accordance with International Financial Reporting 
Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International 
Accounting Standards Board (IASB) as adopted by European Union (Adopted IFRSs) and with those parts of the 
Companies Act 2006 applicable to companies preparing their financial statements under Adopted IFRSs.
The consolidated financial statements have been prepared under the historical cost convention, as modified by the 
revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through the income 
statement.
SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are set out below.
CHANGES IN ACCOUNTING POLICIES
The following new standards and amendments to standards are mandatory for the first time for the financial year 
beginning 1 May 2009.
IAS 1 (revised), ‘Presentation of financial statements’. The revised standard separates the presentation of ‘non-owner 
changes in equity’ in the statement of changes in equity. All ‘non-owner changes in equity’ are required to be shown in 
a performance statement. The Group has elected to present two statements: an income statement and a statement of 
comprehensive income. The financial statements have been prepared under the revised disclosure requirements. The 
presentation of certain comparative balances has changed as a result of the adoption of this standard. This has not 
resulted in any material change to the comparative balances.
IFRS 8, ‘Operating segments’. IFRS 8 replaces IAS 14, ‘Segment reporting’. The standard requires a ‘management 
approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. 
This has not led to a change in the classification of the Group’s operating segments; however, we are now not required 
to allocate central costs to the divisions for the purpose of segmental reporting. Operating segments are reported in a 
manner consistent with the internal reporting provided to the Executive Directors. The Executive Directors have been 
identified as the chief operating decision maker that makes strategic decisions.
IFRS 2 (amendment), ‘Share-based payment’ deals with vesting conditions and cancellations. The standard clarifies that 
vesting conditions are service conditions and performance conditions only. Other features of a share-based payment 
are not vesting conditions. These features would need to be included in the grant date fair value for transactions with 
employees and others providing similar services; they would not impact the number of awards expected to vest or 
valuation thereof subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive 
the same accounting treatment. The amendment does not have a material impact on the Group’s or Company’s 
financial statements.
The following new standards, amendments to standards and interpretations are mandatory for the first time for the 
financial year beginning 1 May 2009, but have no impact on the Group:
• IFRIC 13, ‘Customer loyalty programmes’;
• IFRIC 15, ‘Agreements for the construction of real estate’;
• IFRIC 16, ‘Hedges of a net investment in a foreign operation’;
• IFRIC 18,‘Contributions of assets from customers’;
• IFRIC 9 (amendment), ‘Embedded derivatives’;
• IFRS 7 (amendment), ‘Financial instruments: presentation and disclosure’;
• IAS 16 (amendment), ‘Property, plant and equipment’;
• IAS 20 (amendment), ‘Government grants’;
• IAS 23 (amendment), ‘Borrowing costs’;
• IAS 28 (amendment), ‘Investments in associates’;
17804EBIQUITY.indd   33 17804EBIQUITY.indd   33 09/08/2010   13:41 09/08/2010   13:41 34    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
1. ACCOUNTING POLICIES CONTINUED
• IAS 32 (amendment), ‘Financial instruments: Presentation’;
• IAS 36 (amendment), ‘Impairment of assets’;
• IAS 38 (amendment), ‘Intangible assets’;
• IAS 19 (amendment), ‘Employee benefits’; and
• IAS 39 (amendment), ‘Financial instruments: Recognition and measurement’.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled 
by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial 
and operating policies of an investee entity so as to obtain benefits from its activities. The results of each subsidiary are 
included from the date that control is transferred to the Group until the date that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used 
into line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated on 
consolidation.
Minority interest represents the portion of profit and net assets in subsidiaries that is not held by the Group.
BUSINESS COMBINATIONS
PURCHASE METHOD OF ACCOUNTING
The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, 
liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus 
any costs directly attributable to the business combination. The acquiree’s identifiable assets, liabilities and contingent 
liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value 
of the assets, liabilities and contingent liabilities recognised.
MERGER METHOD OF ACCOUNTING
Under IFRS 1, the Group is not required to restate acquisitions or business combinations prior to the date of transition. 
Therefore, the Group is permitted to retain its historical merger accounting position in the consolidated accounts. 
INVESTMENTS IN JOINT VENTURES
A jointly controlled entity is an entity over which the Group exercises joint control through a contractual arrangement. The 
Group’s investment in its jointly controlled entities is recognised using the equity method of accounting. The investment 
is initially recognised at cost and the carrying amount is increased or decreased to recognise the Group’s share of the 
profit or loss of the jointly controlled entity after the date of acquisition. The Group’s share of the profit or loss of the 
jointly controlled entity is recognised in the Group’s profit or loss. To the extent that distributions received from the jointly 
controlled entity are made out of pre-acquisition profits then such dividends are applied to reduce the carrying amount 
of the investment. 
INVESTMENTS IN ASSOCIATES
An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint 
control, through participation in the financial and operating policy decisions of the investee. Significant influence is the 
power to participate in the financial and operating policy decisions of the investee but is not control or joint control over 
those policies.
17804EBIQUITY.indd   34 17804EBIQUITY.indd   34 09/08/2010   13:41 09/08/2010   13:41    35
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
1. ACCOUNTING POLICIES CONTINUED
The results and assets and liabilities of associates are incorporated in these financial statements using the equity method 
of accounting. Investments in associates are carried in the statement of financial position at cost as adjusted by post-
acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual 
investments. Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term 
interests that, in substance, form part of the Group’s net investment in the associate) are recognised only to the extent 
that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over the Group’s share of the fair values of the identifiable net assets of the 
associate at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the 
investment and is assessed for impairment annually. 
Where a Group company transacts with an associate of the Group, profits and losses are eliminated to the extent of 
the Group’s interest in the relevant associate. Losses may provide evidence of an impairment of the asset transferred, in 
which case appropriate provision is made for impairment.
GOODWILL
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair 
value of the identifiable assets and liabilities of a subsidiary. Goodwill is initially recognised as an asset at cost and 
is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is 
reviewed for impairment at least annually. Any impairment is recognised immediately in the income statement and is 
not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to 
benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested 
for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable 
amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to 
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata on the 
basis of the carrying amount of each asset in the unit. 
 
Goodwill arising on other acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP 
amounts subject to being tested for impairment at that date. 
REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable 
for services provided in the normal course of business, net of discounts, VAT and other sales related taxes. Income 
is recognised evenly over the period of the contract for media monitoring, news and vouching subscription, and in 
accordance with the stage of completion of the contract activity for consultancy income.
If the outcome of a contract cannot be estimated reliably, the contract revenue is recognised to the extent of contract 
costs incurred that it is probable would be recoverable. Costs are recognised as an expense in the period in which they 
are incurred.
FINANCE INCOME AND EXPENSE
Finance income and expense represents interest receivable and payable. Finance income and expense is recognised 
on an accruals basis, based on the interest rate applicable to each bank or loan account.
FOREIGN CURRENCIES
For the purposes of the consolidated financial statements, the results and financial position of each Group company 
are expressed in pounds sterling, which is the functional currency of the Company, and the presentation currency for 
the consolidated financial statements.
17804EBIQUITY.indd   35 17804EBIQUITY.indd   35 09/08/2010   13:41 09/08/2010   13:41 36    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
1. ACCOUNTING POLICIES CONTINUED
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s 
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of transactions. 
At each year end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at 
the rates prevailing on the year end date.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations 
are translated at exchange rates prevailing on the year end date. Income and expense items are translated at the 
average exchange rate for the period, which approximates to the rate applicable at the dates of the transactions. 
The exchange differences arising from the retranslation of the year end amounts of foreign subsidiaries and the difference 
on translation of the results of those subsidiaries into the presentational currency of the Group are recognised in the 
translation reserve. All other exchange differences are dealt with through the Income Statement.
HIGHLIGHTED ITEMS
Highlighted items comprise significant recurring non-cash items, and cash and non-cash non-recurring items which 
are highlighted in the income statement because separate disclosure is considered relevant for an understanding of the 
underlying performance of the business.
TAXATION
The tax expense included in the income statement comprises current and deferred tax. Current tax is the expected tax 
payable on the taxable income for the period, using tax rates enacted or substantively enacted by the year end date. 
Tax is recognised in the Consolidated Income Statement except to the extent that it relates to items recognised directly 
in equity, in which case it is recognised in equity. 
Using the liability method, deferred tax is provided on all temporary differences between the carrying amounts of assets 
and liabilities for financial reporting purposes and their tax bases, except for differences arising on:
•  the initial recognition of goodwill;
•  the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of 
the transaction affects neither accounting nor taxable profit; and
•  investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal 
of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available 
against which the difference can be utilised. The carrying amount of deferred tax assets is reviewed at each year end 
date.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by 
the year end date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets 
and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•  the same taxable Group company; or
•  different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the 
assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax 
assets or liabilities are expected to be settled or recovered.
17804EBIQUITY.indd   36 17804EBIQUITY.indd   36 09/08/2010   13:41 09/08/2010   13:41    37
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
1. ACCOUNTING POLICIES CONTINUED
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives. The rates 
generally applicable are:
Motor vehicles 25% per annum reducing balance
Fixtures, fittings and equipment 25% per annum reducing balance
Computer equipment 25% per annum on cost
Short leasehold land and buildings improvements Over the life of the lease
Plant and equipment  Straight-line over 3–10 years
OTHER INTANGIBLE ASSETS
INTERNALLY GENERATED INTANGIBLE ASSETS — DEVELOPMENT EXPENDITURE
An internally generated intangible asset arising from the Group’s development expenditure is recognised only if all of 
the following conditions are met:
• It is technically feasible to develop the asset so that it will be available for use or sale;
• Adequate resources are available to complete the development and to use or sell the asset;
• There is an intention to complete the asset for use or sale;
• The Group is able to use or sell the intangible asset;
• It is probable that the asset created will generate future economic benefits; and
• The development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight-line basis over their useful lives. Amortisation 
commences when the asset is available for use and useful lives range from 1 to 5 years. The amortisation expense 
is included within administrative expenses. Where an internally generated intangible asset cannot be recognised, 
development expenditure is recognised as an expense in the period in which it is incurred.
PURCHASED INTANGIBLE ASSETS
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis 
over their useful economic lives, which vary from 1.5 to 10 years. The amortisation expense is included as a highlighted 
item within the administrative expenses line in the Income Statement. Intangible assets are recognised on business 
combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts 
ascribed to such intangibles are arrived at by using appropriate valuation techniques. The significant intangibles 
recognised by the Group are customer relationships and database content. 
IMPAIRMENT
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that 
are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances 
indicate that the carrying amount may not be recoverable. If any such condition exists, the recoverable amount of the 
asset is estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate 
cash flows that are independent from other assets, estimates are made of the cash flows of the cash-generating unit to 
which the asset belongs.
Recoverable amount is the higher of fair value, less costs to sell, and value in use. In assessing value in use, estimated 
future cash flows are discounted to their present value using a discount rate appropriate to the specific asset or cash-
generating unit.
17804EBIQUITY.indd   37 17804EBIQUITY.indd   37 09/08/2010   13:41 09/08/2010   13:41 38    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
1. ACCOUNTING POLICIES CONTINUED
If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying 
value of the asset or cash-generating unit is reduced to its recoverable amount. Impairment losses are recognised 
immediately in the Income Statement. 
In respect of assets other than goodwill, an impairment loss is reversed if there has been a change in the estimates used 
to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount 
does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if the 
impairment loss had been recognised. 
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group 
becomes a party to the contractual provisions of the instrument.
FINANCIAL ASSETS
The Group classifies its financial assets as ‘loans and receivables’ and ‘other financial assets’. Loans and receivables 
are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They 
arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other 
types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly 
attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate 
method, less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the 
part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the 
amounts due, the amount of such a provision being the difference between the net carrying amount and the present 
value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are 
reported net, such provisions are recorded in a separate allowance account with the loss being recognised within 
administrative expenses in the Income Statement. On confirmation that the trade receivable will not be collectable, the 
gross carrying value of the asset is written off against the associated provision.
Other financial assets consist of call options, which are carried at fair value with changes in fair value being reflected in 
the Income Statement.
FINANCIAL LIABILITIES
The Group classifies its financial liabilities as ‘other financial liabilities’. These are initially recognised at fair value. Interest bearing 
liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest 
expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial 
position. ‘Interest expense’ in this context includes initial transaction costs as well as any interest or coupon payable while the 
liability is outstanding. Put options are carried at fair value with changes in fair value being reflected in the Income Statement.
Convertible loan notes possess all the characteristics of an equity instrument and have therefore been classified 
as such.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand and short-term deposits. Bank overdrafts are an integral part of the 
Group’s cash management and are included as a component of cash and cash equivalents for the purpose of the 
Cash Flow Statement.
PROVISIONS
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the 
Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure 
required to settle the obligation at the year end date, and are discounted to present value where the effect is material.
17804EBIQUITY.indd   38 17804EBIQUITY.indd   38 09/08/2010   13:41 09/08/2010   13:41    39
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
1. ACCOUNTING POLICIES CONTINUED
EMPLOYEE SHARE OWNERSHIP PLAN (ESOP)
As the Company is deemed to have control of its ESOP trust, it is treated as a subsidiary and consolidated for the purposes 
of the Group accounts. The ESOP’s assets (other than investments in the Company’s shares), liabilities, income and 
expenses are included on a line-by-line basis in the Group financial statements. The ESOP’s investment in the Company’s 
shares is deducted from shareholders’ equity in the Group statement of financial position as if they were treasury shares, 
except that profits on the sale of ESOP shares are not credited to the share premium account.
SHARE-BASED PAYMENTS
Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is 
charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by 
adjusting the number of equity investments expected to vest at each year end date so that, ultimately, the cumulative 
amount recognised over the vesting period is based on the number of options that eventually vest. A charge is made 
irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to 
achieve a market vesting condition.
RETIREMENT BENEFITS
Contributions to defined contribution pension schemes are charged to the income statement in the year to which they 
relate. 
LEASED ASSETS
Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an ‘operating lease’), 
the total rentals payable under the lease are charged to the Income Statement on a straight-line basis over the 
lease term. The land and buildings elements of property leases are considered separately for the purposes of lease 
classification.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and judgements concerning the future. The resulting accounting estimates will, by definition, 
seldom equal the related actual results. The estimates and judgements that have a significant risk of causing a material 
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
CARRYING VALUE OF GOODWILL AND OTHER INTANGIBLE ASSETS
Determining whether goodwill and other intangibles should be capitalised, the amortisation period appropriate to 
intangible assets and whether or not these assets are impaired requires estimation of the value in use of the cash-
generating units to which the goodwill and other intangible assets has been allocated. The value in use calculation 
requires the entity to estimate future cash flows expected to arise from the cash-generating unit and a suitable discount 
rate in order to calculate present value. Details regarding the goodwill and other intangible assets carrying value and 
assumptions used in carrying out the impairment reviews are provided in notes 9 and 10.
INCOME TAXES
The Group is subject to income taxes in all the territories in which is operates, and judgement and estimates of future 
profitability are required to determine the Group’s deferred tax position. If the final tax outcome is different to that 
assumed, resulting changes will be reflected in the income statement, unless the tax relates to an item charged to 
equity in which case the changes in the tax estimates will also be reflected in equity. The Company believes that its 
accruals for tax liabilities are adequate for all open audit years based on its assessment of many factors including past 
experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series 
of complex judgements about future events. To the extent that the final tax outcome of these matters is different to the 
amounts recorded, such differences will impact income tax expense in the period in which such determination is made.
VALUATION OF SHARE-BASED PAYMENTS
In determining the fair value of share-based payments management have to assess which valuation models are 
appropriate and estimate various inputs into these models, in particular, expected option lives and share price volatility.
17804EBIQUITY.indd   39 17804EBIQUITY.indd   39 09/08/2010   13:41 09/08/2010   13:41 40    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
1. ACCOUNTING POLICIES CONTINUED
PROVISIONS
The Group has recorded a provision for deferred consideration on the acquisition of the trade and assets of Excellence 
Media. The calculation of the deferred consideration liability requires judgements to be made regarding the forecast 
future performance of these businesses for the earn-out period.
The Group also provides for certain costs of reorganisation that has occurred due to the Group’s acquisition and disposal 
activity. These provisions are based on the best estimates of management.
The Group provides for the costs of property leases where the property is vacant or if the lease is considered onerous. The 
quantification of these provisions depends upon the Group’s ability to exit the leases early or to sublet the properties and 
has been determined based on external professional advice. In general, property costs are expected to be incurred 
over periods for which individual properties remain vacant or, where occupied, to the termination of the leases in 
question, which range from 1 to 4 years.
ADOPTION OF NEW STANDARDS AND INTERPRETATIONS
Certain new standards, amendments to new standards and interpretations have been published that are mandatory 
to the Group’s future accounting periods but have not been adopted early in these financial statements. These are set 
out below:
IFRIC 17, ‘Distribution of non-cash assets to owners’ (effective on or after 1 July 2009). This interpretation provides 
guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders. The Group 
will apply IFRIC 17 from 1 May 2010. It is not expected to have a material impact on the Group’s financial statements. 
 
IAS 27 (revised), ‘Consolidated and separate financial statements’ (effective from 1 July 2009). The revised standard 
requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control 
and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting 
when control is lost. Any remaining interest in the entity is remeasured to fair value, and a gain or loss is recognised in 
profit or loss. The Group will apply IAS 27 (revised) prospectively to transactions with non-controlling interests from 1 May 
2010. 
 
IFRS 3 (revised), ‘Business combinations’ (effective from 1 July 2009). The revised standard continues to apply the 
acquisition method to business combinations, but with some significant changes. For example, all payments to purchase 
a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt 
subsequently remeasured through the income statement. There is a choice on an acquisition-by-acquisition basis to 
measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate 
share of the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply IFRS 3 (revised) 
prospectively to all business combinations from 1 May 2010. 
 
IAS 38 (amendment), ‘Intangible Assets’ (effective from 1 July 2009). The amendment is part of the IASB’s annual improvements 
project published in April 2009 and the Group and Company will apply IAS 38 (amendment) from the date IFRS 3 (revised) 
is adopted. The amendment clarifies guidance in measuring the fair value of an intangible asset acquired in a business 
combination. The amendment will not result in a material impact on the Group’s financial statements. 
 
IFRS 5 (amendment), (effective from 1 January 2010). ‘Non-current assets held for sale and discontinued operations’. 
The amendment provides clarification that IFRS 5 specifies the disclosures required in respect of non-current assets (or 
disposal groups) classified as held for sale or discontinued operations. The Group will apply IFRS 5 (amendment) from 
1 May 2010. It is not expected to have a material impact on the Group’s financial statements. 
 
IAS 1 (amendment), ‘Presentation of financial statements’ (effective from 1 January 2010). The amendment provides 
clarification that the potential settlement of a liability by the issue of equity is not relevant to its classification as current 
or non-current. The Group will apply IAS 1 (amendment) from 1 May 2011. It is not expected to have a material impact 
on the Group’s financial statements. 
17804EBIQUITY.indd   40 17804EBIQUITY.indd   40 09/08/2010   13:41 09/08/2010   13:41    41
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
1. ACCOUNTING POLICIES CONTINUED
IFRS 2 (amendments), ‘Group cash-settled share-based payment transaction’ (effective from 1 January 2010). In 
addition to incorporating IFRIC 8, ‘Scope of IFRS 2’, and IFRIC 11, ‘IFRS 2 — Group and treasury share transactions’, the 
amendments expand on the guidance in IFRIC 11 to address the classification of Group arrangements that were not 
covered by IFRIC 11. The Group will apply IFRS 2 amendments from 1 May 2011. The new guidance is not expected to 
have a material impact on the Group’s financial statements.
2. SEGMENTAL REPORTING
The Group has adopted IFRS 8 ‘Operating Segments’ for the year ended 30 April 2010. In accordance with IFRS 8 the 
Group’s operating segments are based on the reports reviewed by the Executive Directors that are used to make 
strategic decisions. Certain operating segments have been aggregated to form two reportable segments, Analytics 
and Platform:
•  Analytics comprises revenue from audit services and marketing effectiveness consultancy, which are delivered 
by teams of media professionals using proprietary technology solutions and support services.
•  Platform comprises revenue from competitive advertising monitoring, news monitoring and e-vouching, all of which 
are delivered via online platforms.
The Executive Directors assess the performance of the operating segments based on operating profit before 
highlighted items. This measurement basis excludes the effects of non-recurring expenditure from the operating 
segments such as restructuring costs and intangible amortisation. The measure also excludes the effects of equity-
settled share-based payments. Interest income and expenditure are not allocated to segments, as this type of 
activity is driven by the central treasury function, which manages the cash position of the Group.
 
The segment information provided to the Executive Directors for the reportable segments for the year ended 30 April 
2010 is as follows:
YEAR ENDED 30 APRIL 2010
       Analytics Platform Unallocated Total 
       £’000 £’000 £’000 £’000
Total segment revenue     15,197 6,021 — 21,218
Inter-segment revenue     — — — —
Revenue from external customers   15,197 6,021 — 21,218
Operating profit before highlighted items   7,603 1,284 (6,244) 2,643
Total assets     16,214 39,339 5,750 61,303
Other segment information
Capital expenditure — property, plant and equipment  15  4 145 164
Capital expenditure — intangible assets   242 7,600 — 7,842
Capital expenditure — goodwill    205 21,276 — 21,481
Total      462 28,880 145 29,487
17804EBIQUITY.indd   41 17804EBIQUITY.indd   41 09/08/2010   13:41 09/08/2010   13:41 42    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
2. SEGMENTAL REPORTING CONTINUED
YEAR ENDED 30 APRIL 2009 (RESTATED)
       Analytics Platform Unallocated Total 
       £’000 £’000 £’000 £’000
Total segment revenue     12,842 5,633 — 18,475
Inter-segment revenue     (56) — — (56)
Revenue from external customers    12,786 5,633 — 18,419
Operating profit before highlighted items   6,017 1,296 (4,950) 2,363
Total assets     12,689 4,404 3,318 20,411
Other segment information
Capital expenditure — property, plant and equipment  —  8 446 454
Capital expenditure — intangible assets   138 373 — 511
Total      138 381 446 965
A reconciliation of segment operating profit before highlighted items to total profit before tax is provided below:
         Year ended Year ended
         30 April 30 April
         2010  2009
         £’000 £’000
Segment operating profit before highlighted items    8,887 7,313
Unallocated costs:
 Staff costs       (3,365) (2,993)
 Property costs       (942) (857)
 Exchange rate movements      (257) 457
 Other administrative expenses      (1,680) (1,557)
Operating profit before highlighted items     2,643 2,363
Highlighted items (note 3)      (2,186) (933)
Operating profit       457 1,430
Net finance costs       (352) (243)
Share of loss of associates      (5) (14)
Profit before tax       100 1,173
Unallocated costs comprise central costs that are not considered attributable to either segment.
A reconciliation of segment total assets to total consolidated assets is provided below:
         2010 2009
         £’000 £’000
Total assets for reportable segments     55,553 17,093
Unallocated amounts:
 Property, plant and equipment      581 609
 Trade and other receivables      865 1,017
 Cash and cash equivalents      3,356 1,444
 Deferred tax asset       584 84
 Other unallocated amounts      352 32
Investments in associates and JVs      12 132
Total assets       61,303 20,411
17804EBIQUITY.indd   42 17804EBIQUITY.indd   42 09/08/2010   13:41 09/08/2010   13:41    43
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
2. SEGMENTAL REPORTING CONTINUED
The table below presents revenue and non-current assets by geographical location:
 Year ended 30 April 2010 Year ended 30 April 2009
       External  External
        revenue by   revenue by
       location of  Non-current location of Non-current
       customers assets customers assets
       £’000 £’000 £’000 £’000
United Kingdom     15,040 35,249 13,904 12,639
Rest of Europe     1,515 3,338 1,198 —
North America     3,394 127 2,207 13
Rest of world     1,269 3,560 1,110 —
Total      21,218 42,274 18,419 12,652
Non-current assets exclude deferred tax assets and financial instruments.
3.  HIGHLIGHTED ITEMS
Highlighted items comprise significant non-cash charges and non-recurring items which are highlighted in the income 
statement because separate disclosure is considered relevant in understanding the underlying performance of the 
business.
 Year ended 30 April 2010 Year ended 30 April 2009
     Cash  Non-cash Total Cash  Non-cash Total
     £’000 £’000 £’000 £’000 £’000 £’000
Administrative expenses
Recurring:
Share-based expenses   — 308 308 — 313 313
Amortisation of intangibles  — 412 412 — 362 362
      720 720 — 675 675
Non-recurring:
Acquisition integration costs  212 — 212 — — —
Severance costs   1,132 — 1,132 258 — 258
Property costs   — 122 122   
     1,344 122 1,466 258 — 258
Total highlighted items  
— administrative expenses  1,344 842 2,186 258 675 933
Acquisition finance costs  214 — 214 — — —
Total highlighted items  1,558 842 2,400 258 675 933
Amortisation of intangibles relates to acquisitions prior to the financial year (£362,000) and to acquisitions during the 
financial year (£50,000). 
Severance costs relates to pre-acquisition management restructuring (£159,000), senior management redundancy 
of the acquired companies (£651,000) and the redundancy costs associated with the merger of our acquired operations 
in Germany (£322,000). 
Property costs represent the future onerous lease costs of vacating certain offices during the restructuring process. 
Acquisition finance costs relate to costs incurred in cancelling both Ebiquity and Xtreme’s former borrowing arrangements 
in order to obtain the refinancing required for the acquisition.
As at 30 April 2010, £872,000 of the £1,558,000 had been settled in cash.
17804EBIQUITY.indd   43 17804EBIQUITY.indd   43 09/08/2010   13:41 09/08/2010   13:41 44    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
4.  OPERATING PROFIT 
Operating profit is stated after charging/(crediting):
         Year to  Year to
         30 April 30 April
         2010  2009
         £’000 £’000
Operating lease rentals 
— motor vehicles       20 21
— land and buildings        520 460
Depreciation — owned assets      351 365
Depreciation — leased assets      1 —
Amortisation of capitalised development costs     170 125
Amortisation of purchased intangible assets     412 362
Development costs — expensed      647 470
Foreign exchange loss/(gain)      257 (457)
Income from sub-leases       (86) (86)
AUDITOR REMUNERATION
During the period the Group (including its overseas subsidiaries) obtained the following services from the Group’s 
auditors at costs as detailed below:
         Year to Year to
         30 April 30 April
         2010  2009
         £’000 £’000
Fees payable to the Company’s auditors for the audit of the parent company 
and consolidated financial statements     38 5
Fees payable to the Company’s auditors and its associates for other services:
— The audit of the Company’s subsidiaries, pursuant to legislation   152 68
— Other services       345 12
         535 85
5.  EMPLOYEE INFORMATION
The average number of employees of the Group, including Executive Directors, was as follows. The classification has 
been changed from the prior year to align disclosure of staff numbers to that of the Group’s business segments.
         2010 2009
         No. No.
Platform       141 135
Analytics       82 78
IT development and support      18 16
Administration       21 18
Directors       7 8
         269 255
Following the acquisitions of Xtreme and TMC in April 2010, the total number of employees of the Group at 30 April 2010 
was 619, including 455 in the Platform division.
17804EBIQUITY.indd   44 17804EBIQUITY.indd   44 09/08/2010   13:41 09/08/2010   13:41    45
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
5.  EMPLOYEE INFORMATION CONTINUED
Staff costs for all employees, including Executive Directors, consist of:
         Year ended  Year ended 
         30 April  30 April
         2010 2009
         £’000 £’000
Wages and salaries       9,804 9,354
Social security costs       1,051 1,014
Pension costs       166 164
Share options charge       308 313
         11,329 10,845
DIRECTORS’ REMUNERATION
         Year ended  Year ended
         30 April  30 April
         2010 2009
         Total Total
         £’000 £’000
Michael Higgins       68 68
Michael Greenlees       358 304
Nick Manning       294 253
Andrew Beach       176 101
Paul Adams       198 181
Stephen Thomson       33 72
Sarah Jane Thomson       29 70
Fiona Driscoll
1
       5 36
Richard Nichols
2
       43 14
Jeffrey Stevenson
3
       — —
Christopher Russell
3
       — —
         1,204 1,099
1
 Resigned on 31 July 2009.
2
 Appointed on 1 November 2008.
3
 Appointed on 13 April 2010.
No Director was a member of a Company pension scheme as at 30 April 2010 (2009: nil). Contributions totalling £30,000 
(2009: £30,000) were made to Directors’ private pension schemes (£nil to the highest paid Director; 2009: £nil) during the 
year. Performance bonuses, which are included in the above analysis, totalled £182,000 (2009: £nil), including £53,000 to 
the highest paid Director (2009: £nil).
No Director exercised any share options during the year (2009: nil). During the year 276,589 share options were 
granted to Directors, 251,589 of which related to the cancel and reissue of EMI options on 13 May 2009. See note 24 for 
more details.
17804EBIQUITY.indd   45 17804EBIQUITY.indd   45 09/08/2010   13:41 09/08/2010   13:41 46    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
6.  FINANCE INCOME AND EXPENSES
          Year ended Year ended 
         30 April  30 April
         2010 2009
         £’000 £’000
Finance income
Bank interest       1 20
Interest on loan to associates      13 5
Finance income       14 25
Finance expenses
Bank loans and overdrafts interest      (152) (267)
Loan note interest       — (1)
Finance expenses before highlighted items     (152) (268)
Highlighted finance expenses — bank break fees    (214) —
Total finance expenses      (366) (268)
7.  TAXATION
          Year ended Year ended 
         30 April  30 April
         2010 2009
         £’000 £’000
UK tax
Current year       316 420
Prior year       (49) (80)
         267 340
Foreign tax
Current year       200 9
Total current tax       467 349
Deferred tax
Origination and reversal of temporary differences (note 20)    (536) 735
Total tax (income)/expense      (69) 1,084
The difference between tax as charged in the financial statements and tax at the nominal rate is explained below:
          Year ended Year ended 
         30 April  30 April
         2010 2009
         £’000 £’000
Profit before tax       100 1,173
Corporation tax at 28% (2009: 28%)     28 328
Non-deductible expenses      60 36
Overseas tax rate differential      68 (5)
Overseas losses unrecognised      6 4
Capital allowances       14 4
Additional deduction for R&D expenditure     (108) (47)
Losses not relieved against other Group entities     304 —
Over provision of current and prior year tax     (49) (80)
Other temporary differences      (392) 844
Total tax (income)/expense      (69) 1,084
17804EBIQUITY.indd   46 17804EBIQUITY.indd   46 09/08/2010   13:41 09/08/2010   13:41    47
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
8.  EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share (EPS) is based on the following data:
          Year ended Year ended 
         30 April  30 April
         2010 2009
         £’000 £’000
Earnings for the purpose of basic EPS being net profit 
attributable to equity holders of the parent     169 87
Adjustments:
Deferred tax       (536) 735
Highlighted items — recurring
1
      720 675
Highlighted items — non-recurring
1
     1,466 258
Highlighted items — finance costs      214 —
Earnings for the purpose of underlying EPS     2,033 1,755
Number of shares:
Weighted average number of ordinary shares for the purpose of basic EPS   33,692,309 32,139,435
Effect of dilutive potential ordinary shares:
Share options
2
       2,929,073 1,082,978
Weighted average number of ordinary shares for the purpose of diluted EPS  36,621,382 33,222,413
Basic earnings per share      0.50p 0.27p
Diluted earnings per share      0.46p 0.26p
Underlying basic earnings per share     6.03p 5.46p
Underlying diluted earnings per share     5.55p 5.28p
1
 Highlighted items (see note 3).
2  
Note that certain share options have been excluded from the calculation of diluted EPS as their exercise price is 
greater than the weighted average share price during the year (i.e. they are out-of-the-money) and therefore it 
would not be advantageous for the holders to exercise those options. 13,186 (2009: 1,601,673) share options have 
not been included within the diluted earnings per share calculation at 30 April 2010 as they are anti-dilutive for the 
periods presented. These shares could potentially dilute earnings per share in the future.
Subsequent to the year end, 4,262,015 share options were issued to employees of the Group. Of these, 3,150,000 
arose on the cancellation of an equivalent number of existing awards. See note 24 for further details. 
17804EBIQUITY.indd   47 17804EBIQUITY.indd   47 09/08/2010   13:41 09/08/2010   13:41 48    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
9.  GOODWILL
          £’000
Cost and net book value
At 30 April 2008 and 2009       8,754
Acquisitions        21,481
At 30 April 2010        30,235
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill may 
be impaired. The recoverable amounts are determined from value in use calculations. The key assumptions for the 
value in use calculations are those regarding the discount rates and growth rates. Management estimates discount rates 
using rates that reflect current market assessments of the time value of money and risk specific to the cash-generating 
units. The Group prepares three-year cash flow forecasts, and these are consistent with the business acquisitions plans. 
The cash flows have been discounted at 10% (2009: 10%). No impairment of goodwill was recognised in 2010 (2009: £nil).
Goodwill has been allocated to the following CGUs:
          Year ended  Year ended
         30 April  30 April
         2010 2009
         £’000 £’000
Analytics       8,960 8,754
Platform       21,275 —
         30,235 8,754
10.  OTHER INTANGIBLE ASSETS
        Capitalised Purchased Total
         development  intangible intangible
        costs  assets  assets
        £’000 £’000 £’000
Cost 
At 1 May 2008      572 3,395 3,967
Additions      511 — 511
Write-off      (131) — (131)
At 30 April 2009      952 3,395 4,347
Additions      135 — 135
Acquisitions      — 7,707 7,707
Write-off      (49) — (49)
Foreign exchange      — (23) (23)
At 30 April 2010      1,038 11,079 12,117
Amortisation
At 1 May 2008      (77) (1,014) (1,091)
Provision for the year      (125) (362) (487)
Write-off      26 — 26
At 30 April 2009      (176) (1,376) (1,552)
Provision for the year      (170) (412) (582)
Foreign exchange      — — —
At 30 April 2010      (346) (1,788) (2,134)
Net book value
At 30 April 2010      692 9,291 9,983
At 30 April 2009      776 2,019 2,795
17804EBIQUITY.indd   48 17804EBIQUITY.indd   48 09/08/2010   13:41 09/08/2010   13:41    49
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
10.  OTHER INTANGIBLE ASSETS CONTINUED
Amortisation is charged within highlighted administrative expenses so as to write off the cost of the purchased intangible 
assets over their estimated useful lives. The assets, initial values and amortisation periods used are as follows:
PURCHASED INTANGIBLES
        Current Useful Remaining
        carrying economic period of
       Cost value life amortisation
       £’000 £’000 Years  Years
Xtreme customer relationships    5,812 5,784 10 10
Xtreme database content    632 622 3 3
TMC customer relationships    1,110 1,104 8 8
Excellence Media customer relationships   130 123 3 3
Billetts Media Consulting customer relationships   2,859 1,525 10 5.3
Billetts Marketing Sciences customer relationships  271 18 5 0.3
Billetts trade name     215 115 10 5.3
Other     50 — 1.5 to 2  —
Total      11,079 9,291
11.  PROPERTY, PLANT AND EQUIPMENT
         Short
         leasehold
        Fixtures,  land and
      Motor fittings and Computer buildings
      vehicles equipment equipment improvements Total
      £’000 £’000 £’000 £’000 £’000
Cost
At 1 May 2008    1 593 1,884 190 2,668
Additions    — 48 334 72 454
Disposals    (1) — — — (1)
At 30 April 2009    — 641 2,218 262 3,121
Additions    — — 164 — 164
Acquisitions    5 461 714 79 1,259
Disposals    — — (5) — (5)
Foreign exchange    — — 2 — 2
At 30 April 2010    5 1,102 3,093 341 4,541
Depreciation
At 1 May 2008    (1) (343) (1,437) (5) (1,786)
Charge for the year    — (72) (249) (44) (365)
Disposals    1 — — — 1
At 30 April 2009    — (415) (1,686) (49) (2,150)
Charge for the year    — (51) (244) (57) (352)
Disposals    — — 5 — 5
At 30 April 2010    — (466) (1,925) (106) (2,497)
Net book value
At 30 April 2010    5 636 1,168 235 2,044
At 30 April 2009    — 226 532 213 971
The Group holds assets under finance leases with cost of £59,000 (2009: £nil) and accumulated depreciation of £1,000 
(2009: £nil).
17804EBIQUITY.indd   49 17804EBIQUITY.indd   49 09/08/2010   13:41 09/08/2010   13:41 50    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
12.  INVESTMENT IN JOINT VENTURES
          £’000
At 1 May 2009        115
Transfer (note 26)        (115)
At 30 April 2010        —
The investment in joint ventures related to the Group’s 50% fixed capital investment in Thomson Media Control Gmbh 
& Co Kg (TMC), a media monitoring business incorporated in Baden-Baden, Germany. The remaining 50% of TMC 
was purchased on 13 April 2010 and therefore the Company is now consolidated as a subsidiary. Immediately after 
acquisition the trade and assets of the Company were transferred to Xtreme Information Gmbh.
SUBSIDIARIES
Details of the Company’s principal operating subsidiary undertakings at 30 April 2010, which are all registered and 
operating in the UK unless otherwise indicated, are set out below. Shares held by an intermediate holding company are 
indicated with an asterisk (*):
    Proportion of nominal value 
Subsidiary undertaking  of issued ordinary shares held Nature of business
Ebiquity Associates Limited 100% Media monitoring 
Billetts Media Consulting Limited 100%* Media consultants
Billetts Marketing Sciences Limited 100%* Marketing consultants
Billetts America LLC
1
  95%* Media consultants
Billetts France SARL
2
  82.5%* Media consultants
Xtreme Information Limited 100%* Media monitoring
Xtreme Information Services (Australia) Pty Limited
3
 100%* Media monitoring
Xtreme Information (USA) Limited
4
 100%* Media monitoring
Xtreme Information Gmbh
5
 100%* Media monitoring
1
 Incorporated in the USA.
2
 Incorporated in France.
3
 Incorporated in Australia.
4
 Incorporated in the UK, operating in the USA.
5
 Incorporated in Germany.
17804EBIQUITY.indd   50 17804EBIQUITY.indd   50 09/08/2010   13:41 09/08/2010   13:41    51
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
13.  INVESTMENT IN ASSOCIATES
         30 April  30 April
         2010 2009
         £’000 £’000
Aggregated amounts relating to associates
Total assets       474 372
Total liabilities       (728) (489)
Revenues        1,341 253
Loss         (46) (140)
Group’s investment in associate      17 31
Group’s share of loss        (5) (14)
Net investment in associates      12 17
The above amounts relate solely to the Group’s associate in Germany, Billetts Germany GmbH. Billetts Germany GmbH 
was incorporated in Germany and BCMG Limited (a 100% owned subsidiary of Ebiquity plc) holds 10% of the voting 
interest in the Company. Since two employees of the Group sit on the Board of Billetts Germany, it was concluded that 
Ebiquity has significant influence over the Company.
Subsequent to the year end, the Group increased its holding in Billetts Germany to 51%.
14. LOANS AND OTHER FINANCIAL ASSETS
         30 April  30 April
         2010 2009
         £’000 £’000
Current
Bank security deposits       300 —
Call option       94 —
Loans to associates       285 362
         679 362
Non-current
Call option       — 77
Total loans and other financial assets     679 439
Bank security deposits represent cash deposits placed as security against Company credit card limits and forward 
currency contracts.
The loans to associates relates to the loan to Billetts Germany GmbH. This loan is repayable on demand. The entire 
balance is to be repaid by 30 October 2011 if not called earlier. Interest is payable at 3% above 12-month Euribor.
Ebiquity Plc has the right, under a call option, to purchase 25% of the share capital of Media Value S.L., a media auditing 
and consultancy business registered in Spain. The call option can be exercised when certain criteria have been met. The 
amount shown is the fair value as at the year end valued in accordance with IAS 39. The call option is classified under 
IFRS 7 as Level 3 in the fair value hierarchy. The movement on the fair value of £17,000 has been credited to the income 
statement under administrative expenses. See note 17 for the corresponding put option.
17804EBIQUITY.indd   51 17804EBIQUITY.indd   51 09/08/2010   13:41 09/08/2010   13:41 52    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
15.  TRADE AND OTHER RECEIVABLES
         30 April  30 April
         2010 2009
         £’000 £’000
Trade and other receivables due within one year
Net trade receivables       8,300 3,118
Other receivables       490 362
Prepayments and accrued income     3,647 2,452
         12,437 5,932
The Directors consider that the carrying amount of trade and other receivables are reasonable approximations of 
their fair value.
16.  CASH AND CASH EQUIVALENTS
         30 April  30 April
         2010 2009
         £’000 £’000
Cash and cash equivalents      5,243 1,246
The Group has certain legally enforceable rights of set-off for cash and cash equivalents and bank overdrafts. 
Cash and cash equivalents earn interest at between 0% and 5%. 
The acquisitions of Xtreme and TMC represent significant non-cash transactions in the year. See note 26 for further details.
17.  OTHER FINANCIAL LIABILITIES
         30 April  30 April
         2010 2009
         £’000 £’000
Current
Bank borrowings       1,994 2,513
Finance lease liabilities       19 —
Put option       44 —
Forward currency contracts      20 —
         2,077 2,513
Non-current
Bank borrowings       5,575 1,287
Finance lease liabilities       52 —
Put option       — 45
         5,627 1,332
Total other financial liabilities      7,704 3,845
As part of the acquisition of Xtreme the Group undertook a refinancing initiative, with all bank borrowings now being 
held with Bank of Ireland. The new facility comprises term loans of £8,000,000, a revolving credit facility of £2,500,000 and 
an acquisition facility of £1,500,000, all with a maturity date of 30 April 2014. The term loan is to be repaid on a quarterly 
basis over the four years following drawdown and the acquisition facility is repayable on a quarterly basis from October 
2011 to maturity. The facility initially bears variable interest of LIBOR plus a margin of 3.25%. The margin rate may be 
lowered from July 2011 to 2.75% depending on the Group’s net debt to EBITDA ratio. The rate may be further lowered to 
2.25% from July 2012. Subsequent to the year end, the Group entered into a floating to fixed interest rate swap covering 
70% of the term loan.
17804EBIQUITY.indd   52 17804EBIQUITY.indd   52 09/08/2010   13:41 09/08/2010   13:41    53
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
17.  OTHER FINANCIAL LIABILITIES CONTINUED
£500,000 of the Revolving Credit Facility is held in a guarantee arrangement with Barclays, and therefore is not available 
to be drawn down. Interest on this guarantee is charged at the prevailing margin. The undrawn amount of the revolving 
credit facility is liable to a fee of 46.15% of the prevailing margin. The Group may elect to prepay all or part of the loan 
subject to a break fee, by giving five business days’ notice.
All amounts owing to the bank are guaranteed by way of fixed and floating charges over the current and future assets 
of the Group. As such a composite guarantee has been given by all significant subsidiary companies. 
All finance lease liabilities fall due within five years.
The put option reflects Media Value’s shareholders’ right to enforce Ebiquity plc to purchase 25% of Media Value where 
the call option criteria have been met but not yet exercised (see note 14 for corresponding call option). The put option is 
classified under IFRS 7 as Level 3 in the fair value hierarchy. The movement on the fair value of £1,000 has been charged 
to the income statement under administrative expenses. These options are fair valued in accordance with IAS 39. 
The forward currency contracts were acquired with Xtreme businesses and are classified under IFRS 7 as Level 3 in the 
fair value hierarchy. There has been no movement in the fair value of the instruments since acquisition. 
18.  TRADE AND OTHER PAYABLES
         30 April  30 April
         2010 2009
         £’000 £’000
Trade payables       2,993 1,075
Other taxation and social security      1,548 650
Other creditors       381 127
         4,922 1,852
The Directors consider that the carrying amount of trade and other payables are reasonable approximations of their 
fair value.
17804EBIQUITY.indd   53 17804EBIQUITY.indd   53 09/08/2010   13:41 09/08/2010   13:41 54    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
19.  PROVISIONS 
      Onerous   Contingent
      property   deferred 
      leases Dilapidations Severance consideration Total
      £’000 £’000 £’000 £’000 £’000
At 1 May 2008    116 105 — — 221
Utilisation of provision    (51) (20) — — (71)
At 30 April 2009    65 85 — — 150
Arising on acquisition    219 615 — 88 922
Increase in provision    122 — 362 — 484
Utilisation of provision    (51) — — — (51)
At 30 April 2010    355 700 362 88 1,505
Current    159 85 362 44 650
Non-current    196 615 — 44 855
The onerous property lease obligations relate to properties that the Group has vacated where there is a shortfall between 
the head lease costs and sub-lease income, and certain property leases acquired as part of acquisitions where lease 
payments are payable above a fair market rate. The provision will be fully utilised by August 2014, the date of the next 
break clause.
The dilapidations provision arising on acquisition relates to the expected costs of vacating various properties of the 
acquired companies. The provision is expected to be fully utilised by August 2014. The pre-existing provision relates to 
a property that the Group vacated during the year ended 30 April 2008. This provision is expected to be fully utilised 
by September 2010. 
Severance provisions relate to the restructuring of the Group’s German operations, the details of which were announced 
to employees before the year end. The provision is expected to be fully utilised by December 2010.
Contingent deferred consideration represents additional amounts that are expected to be payable for the acquisition 
of Excellence Media. Payments of €50,000 (£44,000) are expected to be payable in both 2011 and 2012.
20.  DEFERRED TAX
         Other 
      Intangible Share-based Tax timing 
      assets payment losses differences Total
       £’000 £’000 £’000 £’000 £’000
At 1 May 2008    (799) 47 1,036 28 312
Credit/(charge) to income   17 37 (793) 4 (735)
At 30 April 2009    (782) 84 243 32 (423)
Arising on acquisition    (2,158) — — 35 (2,123)
Credit/(charge) to income   139 499 (122) 20 536
Charge to equity    — 72 — — 72
At 30 April 2010    (2,801) 655 121 87 (1,938)
17804EBIQUITY.indd   54 17804EBIQUITY.indd   54 09/08/2010   13:41 09/08/2010   13:41    55
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
20.  DEFERRED TAX CONTINUED
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balance (after 
offset) for financial reporting purposes:
         30 April  30 April
         2010 2009
         £’000 £’000
Deferred tax assets       670 142
Deferred tax liabilities       (2,608) (565)
         (1,938) (423)
At the year end, the Group had tax losses of £433,327 (2009: £868,000) available for offset against future profits. A 
deferred tax asset of £121,000 (2009: £243,000) has been recognised in respect of such losses. 
In addition, the Group has unrecognised deferred tax assets of £1,870,000. These have not been recognised due to the 
uncertainty over their recoverability.
21.  OPERATING LEASES
OPERATING LEASES — LESSEE
The Group had future minimum lease payments under non-cancellable operating leases at 30 April 2010 and 30 April 
2009 which fall due as follows:
 30 April 2010 30 April 2009
       Land and  Land and
        buildings Other  buildings Other
       £’000 £’000 £’000 £’000
Within one year     1,608 67 729 14
Between one and five years    3,115 44 2,178 —
After five years     6 — — —
        4,729 111 2,907 14
OPERATING LEASES — LESSOR
In the period ended 30 April 2008, the Group vacated one of its properties prior to the end of the lease term. This 
property was sub-let in January 2008. In addition, a sub-let property was acquired as part of the Xtreme acquisition. 
Since the rents receivable over the lease terms are contracted to be less than the obligation to the head lessor, 
onerous lease provisions have been recognised (note 19). The sub-lease rental income for the year to 30 April 2010 
was £86,000.
The minimum rent receivable under non-cancellable operating leases is as follows:
         30 April  30 April
         2010 2009
         £’000 £’000
Within one year       49 95
Between one and five years      8 25
         57 120
17804EBIQUITY.indd   55 17804EBIQUITY.indd   55 09/08/2010   13:41 09/08/2010   13:41 56    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
22.  SHARE CAPITAL
         Number Nominal value
         of shares £’000
Allotted, called up and fully paid
At 1 May 2008 and 30 April 2009 — ordinary shares of 25p     32,139,435 8,035
Share placing       1,375,000 344
Issued to acquire Xtreme Information Services Limited    16,706,639 4,176
Issued to acquire Thomson Media Control Gmbh & Co Kg    1,451,330 363
At 30 April 2010 — ordinary shares of 25p     51,672,404 12,918
Ordinary shares carry voting rights and are entitled to share in the profits of the Company (dividends). At the year end 
448,671 shares were held by the ESOP (2009: 478,671).
23.  RESERVES
SHARE PREMIUM
The share premium reserve shows the amount subscribed for share capital in excess of the nominal value.
MERGER RESERVE
The merger reserve arose on the issuance of shares at a premium on a Group restructure, where the premium on issue 
qualified for merger relief. The movement of £8,171,000 in the current year represents the premium paid on the shares 
issued as acquisition consideration.
CONVERTIBLE LOAN NOTE RESERVE
The convertible loan notes were issued as part of the consideration for the acquisition of Xtreme on 13 April 2010. The 
convertible loan notes are unsecured and have the right to convert into 13,802,861 ordinary shares. The convertible loan 
notes attract interest equivalent to any dividends they would receive if they were converted into ordinary shares, and 
rank pari passu with ordinary shares in the event of the winding-up of the Company.
TRANSLATION RESERVE
The translation reserve arises on the translation into sterling of the net assets of the Group’s foreign operations, offset 
by any changes in fair value of financial instruments used to hedge this exposure. At this time there are no hedges 
in place.
RETAINED EARNINGS
The retained earnings reserve shows the cumulative net gains and losses recognised in the consolidated income 
statement.
17804EBIQUITY.indd   56 17804EBIQUITY.indd   56 09/08/2010   13:41 09/08/2010   13:41    57
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
24.  SHARE-BASED PAYMENTS
Options outstanding at 30 April 2010:
        Weighted
Name of      Exercise average
share option    Life of Exercise price exercise
scheme   option period  (pence) price Number 
EMI scheme   10 years October 2005– nil–228p 34p 2,057,094
      December 2019
Unapproved Company   10 years March 2007– nil nil 376,764
share option plan —     January 2015
7 January 2005
Unapproved Company    10 years October 2009– 25p 25p 3,150,000
share option plan —     March 2018
1 April 2008
Unapproved Company    10 years March 2010– 25p–37p 28p 1,070,270
share option plan —     September 2018
8 September 2008
         6,654,128
ENTERPRISE MANAGEMENT INCENTIVE SCHEME (EMI SCHEME)
The EMI scheme is a discretionary share option scheme which provides that options with a value at the date of grant of 
up to £120,000 may be granted to employees. The EMI scheme provides a lock-in incentive to key management and 
is also utilised to attract key staff. Rights to EMI share options lapse if the employee leaves the Company. There are no 
further performance conditions.
On 13 May 2009, 337,218 outstanding EMI options with an exercise price in excess of 50p were cancelled. These options 
were then reissued with a new exercise price of 35p and vesting periods split between 1, 2 and 3 years. The total 
incremental fair value was £18,000.
UNAPPROVED COMPANY SHARE OPTION PLAN (UCSOP)
This is a discretionary scheme which provides that options may be granted where employees are not eligible to the EMI 
scheme. The UCSOP provides a lock-in incentive to key management. Rights to UCSOP options lapse if the employee 
leaves the Company.
The share options issued on 7 January 2005 under the UCSOP scheme include an element of Group performance 
criteria, which have been met in full.
The performance criteria attached to the share options granted under the UCSOP scheme on 1 April 2008 are 
as follows:
MARKET CONDITIONS
•  The options were divided into two parts. Part 1 of the options would vest if the share price of the Company equals 
or exceeds 150 pence on any 10 dealing days within the period of 30 days preceding 31 October 2009. Failing to 
satisfy the above-mentioned vesting criteria, Part 1 options would also vest if the share price equals or exceeds 
150 pence on any 10 dealing days within any 30-day period during the Measurement Period (the period beginning 
31 October 2009 and ending 31 October 2011).
•  Part 2 of the options would vest if the share price equals or exceeds 150 pence on any 10 dealing days in any 30-day 
period during the six month period preceding 30 April 2011. Failing to satisfy the above-mentioned criteria, Part 2 
options would also vest if the share price equals or exceeds the 150 pence on any 10 dealing days within any 30-day 
period during the Measurement Period (the period beginning 30 April 2011 and ending 31 October 2011).
17804EBIQUITY.indd   57 17804EBIQUITY.indd   57 09/08/2010   13:41 09/08/2010   13:41 58    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
24.  SHARE-BASED PAYMENTS CONTINUED
NON-MARKET CONDITIONS
•  Share options would vest if the Company is subjected to a liquidation or change of control. Also, Part 1 and Part 2 of 
the options would only vest if the recipients remain employed by the Company until the end of the Holding Period 
(being 31 October 2009 for Part 1 and 30 April 2011 for Part 2). 
•  Upon vesting, the options can be exercised by the recipients during the period commencing on the date the 
relevant part of the options vest and expiring on the Lapse Date (31 March 2018).
The performance criteria attached to the share options granted under the UCSOP scheme on 8 September 2008 are 
as follows:
MARKET CONDITIONS
•  The options were divided into two parts. Part 1 of the options would vest if the share price of the Company equals 
or exceeds 150 pence on any 10 dealing days within the period of 30 days preceding 31 March 2010. Failing to 
satisfy the above-mentioned vesting criteria, Part 1 options would also vest if the share price equals or exceeds 
150 pence on any 10 dealing days within any 30-day period during the Measurement Period (the period beginning 
31 March 2010 and ending 31 March 2012).
•  Part 2 of the options would vest if the share price equals or exceeds 150 pence on any 10 dealing days in any 30-day 
period during the six month period preceding 30 September 2011. Failing to satisfy the above-mentioned criteria, 
Part 2 options would also vest if the share price equals or exceeds the 150 pence on any 10 dealing days within any 
30 days period during the Measurement Period (the period beginning 30 September 2011 and ending 31 March 
2012).
NON-MARKET CONDITIONS
•  Share options would vest if the Company is subjected to a liquidation or change of control. Also, Part 1 and Part 2 of 
the options would only vest if the recipients remain employed by the Company until the end of the Holding Period 
(being 31 March 2010 for Part 1 and 30 September 2011 for Part 2). 
•  Upon vesting, the options can be exercised by the recipients during the period commencing on the date the 
relevant part of the options vest and expiring on the Lapse Date (8 September 2018).
The following share options were outstanding at 30 April 2010 and 30 April 2009:
 30 April 2010 30 April 2009
        Weighted   Weighted
       Number of average Number of average
       share  exercise price  share exercise price
       options (pence)  options  (pence)
Outstanding at beginning of period   6,351,966 31 5,058,875 33
Granted during the period    705,397 33 1,533,582 31
Cancelled during the period    (337,218) 114 — —
Exercised during the period    (30,000) 46 — —
Forfeited during the period    (36,017) 61 (240,491) 79
Outstanding at the end of the period   6,654,128 27 6,351,966 31
Exercisable at the end of the period   896,095 19 941,012 20
The options outstanding at the end of the period have a weighted average remaining contractual life of 7.6 years (2009: 
7.9 years), with a range of exercise prices being between nil and 228p.
17804EBIQUITY.indd   58 17804EBIQUITY.indd   58 09/08/2010   13:41 09/08/2010   13:41    59
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
24.  SHARE-BASED PAYMENTS CONTINUED
During the period, share options were granted with a weighted average fair value of 7p (2009: 16p). These fair values 
(with the exception of options that are subject to market based performance conditions and nil-cost options) were 
calculated using the Black–Scholes model with the following inputs:
         30 April 2010 30 April 2009
Weighted average share price      35p 37p
Exercise price       33p to 48p 37p
Expected volatility
1
       25% 66%
Vesting period       1 to 3 years 3 years
Risk-free interest rates       2% 6%
1
 Expected volatility is based on historical volatility of the Company over the period commensurate with the expected 
life of the options.
There are no expected dividends.
Subsequent to the year end, the 3,150,000 outstanding options issued under the Unapproved Company Share Option 
Plan on 1 April 2008 were cancelled, and a total of 4,200,000 new options were awarded in their place. These shares 
have been issued by the Company into a new Employee Benefit Trust.
Of these new options, 1,050,000 and 450,000 respectively will vest immediately with an exercise price of 35 pence. 
However, even if the rights to acquire them are exercised, they must be retained until after the announcement of the 
Company’s results for the financial year ended 30 April 2011.
Vesting of the balance (which will also have an exercise price of 35 pence) will be subject to the satisfaction of new 
performance criteria designed to achieve growth of the business while at the same time maintaining and enhancing the 
underlying earnings per share over a period of three years ending on 30 April 2013. The options will also vest immediately 
if the Group’s share price averages £1.50 or greater for any 14 days during a six month period.
The two measures will be earnings per share and revenue targets with the minimum EPS target having to be satisfied 
before any of the shares comprised in either part of the award can vest. All vested shares must be retained for a 
minimum of 12 months after vesting before they can be sold.
17804EBIQUITY.indd   59 17804EBIQUITY.indd   59 09/08/2010   13:41 09/08/2010   13:41 60    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
25.  FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note 
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure 
them. Further quantitative information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and 
processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated 
in this note.
The Group is exposed through its operations to the following financial risks:
•  Credit risk
•  Market risk
m  Interest rate risk
m  Currency risk
•  Liquidity risk
CATEGORIES OF FINANCIAL ASSETS AND LIABILITIES
The following table sets out the categories of financial instruments held by the Group. All of the Group’s financial 
assets are in the category of loans and receivables measured at amortised cost, except the call option which is held at 
fair value through the income statement and all of its financial liabilities are in the category of other financial liabilities 
measured at amortised cost, except the put option which is held at fair value through the income statement.
FINANCIAL ASSETS
         30 April  30 April
         2010 2009
         £’000 £’000
Current financial assets
Trade and other receivables      8,790 3,480
Cash and cash equivalents      5,243 1,246
Bank security deposits       300 —
Call option       94 —
Loans to associates       285 362
         14,712 5,088
Non-current financial assets
Call option       — 77
Total financial assets       14,712 5,165
17804EBIQUITY.indd   60 17804EBIQUITY.indd   60 09/08/2010   13:41 09/08/2010   13:41    61
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
25.  FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT CONTINUED
FINANCIAL LIABILITIES 
         30 April  30 April
         2010 2009
         £’000 £’000
Current financial liabilities
Trade and other payables      3,374 1,202
Finance lease liabilities       19 —
Forward currency contracts      20 —
Put option       44 —
Loans and borrowings       1,994 2,513
         5,451 3,715
Non-current financial liabilities
Loans and borrowings       5,575 1,287
Finance lease liabilities       52 —
Put option       — 45
         5,627 1,332
Total financial liabilities      11,078 5,047
GENERAL OBJECTIVES, POLICIES AND PROCESSES
The Board has overall responsibility for the determination of the Group’s risk management polices and, whilst retaining 
ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the 
effective implementation of the objectives and policies to the Group’s finance function. The Board receives monthly 
reports from the Group’s finance function through which it reviews the effectiveness of the processes put in place 
and the appropriateness of the policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the 
Group’s competitiveness and flexibility. Further details regarding these policies are set out below:
CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet 
its contractual obligations. 
TRADE RECEIVABLES
The Group operates in an industry where most of its customers are reputable and well-established businesses. When 
the creditworthiness of a new customer is in doubt, credit limits and payment terms are established and authorised 
by the Chief Financial Officer. The Group will suspend the services provided to customers who fail to meet the terms and 
conditions specified in their contract where it is deemed necessary.
The credit control function of the Group monitors all outstanding debts of the Group. Debtor reports are reviewed 
and analysed on a weekly basis. Trade receivables are analysed by the ageing and value of the debts. Customers with 
any overdue debts are contacted for payment and progress is tracked on the credit control report. 
There is no concentration of credit risk within the Group. The maximum credit risk exposure relating to financial assets 
is represented by the carrying values as at the year end.
17804EBIQUITY.indd   61 17804EBIQUITY.indd   61 09/08/2010   13:41 09/08/2010   13:41 62    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
25.  FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT CONTINUED
FINANCIAL ASSETS PAST DUE BUT NOT IMPAIRED
The following is an analysis of the Group’s trade receivables identifying the totals of trade receivables which are past 
due but not impaired:
          Past due  Past due
        Total  +30 days +60 days
        £’000 £’000 £’000
At 30 April 2010      1,536 524 1,012 
At 30 April 2009      314 143 171
The following is an analysis of the Group’s provision against trade receivables:
 30 April 2010 30 April 2009
     Gross  Carrying  Gross  Carrying
     value Provision value value Provision value
     £’000 £’000 £’000 £’000 £’000 £’000
Trade receivables   8,441 141 8,300 3,223 105 3,118
The Group records impairment losses on its trade receivables separately from the gross amounts receivable. The 
movements on this allowance during the year are summarised below:
         30 April  30 April
         2010 2009
         £’000 £’000
Opening balance       105 17
Increase in provisions       101 105
Recognised on acquisition      36 —
Written off against provisions      (5) (17)
Recovered amount reversed      (96) —
Closing balance       141 105
MARKET RISK
Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial instruments. There 
is a risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in interest rates 
(interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk).
INTEREST RATE RISK
The Group is exposed to interest rate risk from bank loans and a revolving credit facility.
Interest rate risk is mitigated through the use of floating to fixed interest rate swaps; however, there were no such 
instruments outstanding at the year end following the refinancing in April 2010. Subsequent to the year end, the 
Group swapped 70% of its term loan into fixed rate borrowings for the period from February 2011 to April 2014. 
To illustrate the Group’s exposure to interest rate risk, a 0.5% increase/decrease in the rate applied to the Group’s 
borrowings would have resulted in a post-tax movement of £9,000 (2009: £7,000).
CURRENCY RISK
The Group is exposed to currency risk on foreign currency trading and intercompany balances, and also on the foreign 
currency bank accounts which it holds. These risks are offset by the holding of certain foreign currency bank borrowings 
and the use of forward currency contracts. The translation of the assets and liabilities of the Group’s overseas subsidiaries 
represents a risk to the Group’s equity balances.
17804EBIQUITY.indd   62 17804EBIQUITY.indd   62 09/08/2010   13:41 09/08/2010   13:41    63
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
25.  FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT CONTINUED
The Group’s exposure to currency risk at the year end can be illustrated by the following:
 30 April 2010 30 April 2009
       Increase   Increase
       in profit Increase  in profit Increase
       before tax in equity before tax in equity
       £’000 £’000 £’000 £’000
10% strengthening of USD    121 192 132 79
10% strengthening of Euro    130 427 93 101
10% strengthening of AUD     69 341 — —
An equal weakening of any currency would broadly have the opposite effect.
The currency profile of the financial assets at 30 April 2010 is as follows:
 Cash and cash Gross trade 
 equivalents receivables
       2010 2009 2010 2009
       £’000 £’000 £’000 £’000
Pounds sterling     3,607 602 4,259 1,840
US dollars     782 242 1,786 945
Euros      755 402 1,988 438
Australian dollars     99 — 408 —
       5,243 1,246 8,441 3,223
OTHER PRICE RISKS
The Group does not have any material exposure to other price risks.
LIQUIDITY RISK
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments 
on its debt instruments. It is the risk that the Group may not meet its financial obligations as they fall due.
The liquidity risk of each Group company is managed centrally by the Group. All surplus cash is held centrally to maximise 
the returns on deposits through economies of scale. The type of cash instrument used and its maturity date will depend 
on the Group’s forecast cash requirements. The Group maintains a drawdown facility with the Bank of Ireland (see note 
17) to manage any unexpected short-term cash shortfalls. At 30 April 2010, £2,000,000 is undrawn. The facility expires in 
April 2014 at which point drawn down amounts will be repayable.
17804EBIQUITY.indd   63 17804EBIQUITY.indd   63 09/08/2010   13:41 09/08/2010   13:41 64    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
25.  FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT CONTINUED
The following table illustrates the contractual maturity analysis of the Group’s financial liabilities.
        Within  One to
        one year five years Total
        £’000 £’000 £’000
At 30 April 2010
Trade and other payables     3,374 — 3,374
Finance lease liabilities      19 52 71
Forward currency contracts     20 — 20
Put option      44 — 44
Bank loans and overdrafts     1,994 5,575 7,569
Total financial liabilities     5,451 5,627 11,078
At 30 April 2009
Trade and other payables     1,202 — 1,202
Put option      — 45 45
Bank loans and overdrafts     2,513 1,287 3,800
Total financial liabilities      3,715 1,332 5,047
OTHER INSTRUMENTS
BCMG Limited (‘BCMG’) (a 100% owned subsidiary of Ebiquity plc) has a 10% stake in Billetts Germany GmbH and 
the balance of the 90% is held by other external shareholders. BCMG has a call option over 41% of the shares held by 
external shareholders. No financial asset is recognised in relation to this option since the call will be exercised at a fair 
market value. 
Subsequent to the year end, on 1 May 2010, the Group exercised this option.
CAPITAL DISCLOSURES
The Group considers its capital to comprise its ordinary share capital, share premium, convertible loan notes, minority 
interest, reserves and accumulated retained earnings. 
The Group’s objective when maintaining capital is to safeguard the entity’s ability to continue as a going concern 
so that it can continue to invest in the growth of the business and ultimately to provide an adequate return to its 
shareholders. The Group’s capital increased significantly in the year due to the acquisitions of Xtreme and TMC, which 
were largely financed through share issues. The Directors believe the Group has sufficient capital to continue trading in 
the foreseeable future. Refer to note 23 for a breakdown of the Group’s capital.
17804EBIQUITY.indd   64 17804EBIQUITY.indd   64 09/08/2010   13:41 09/08/2010   13:41    65
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
26.  ACQUISITIONS
XTREME
On 13 April 2010 the Group acquired 100% of the issued share capital of Xtreme Information Services Limited (‘Xtreme’) 
for total consideration of £15,251,000. 
Xtreme contributed £898,000 to revenue and £134,000 to profit before tax and highlighted items and incurred costs that 
were included in highlighted items of £1,409,000 for the period between the date of acquisition and the year end.
The carrying value and provisional fair value of the net assets at the date of acquisition were as follows:
         Carrying  Recognised
         value on acquisition
         £’000 £’000
Intangible assets       — 6,447
Property, plant and equipment      1,147 1,147
Trade and other receivables      4,828 4,828
Deferred tax asset       35 35
Cash and cash equivalents      1,302 1,302
Trade and other payables      (6,308) (6,388)
Borrowings       (10,417) (10,417)
Other creditors and provisions      (665) (836)
Deferred tax liability       — (1,805)
Net liabilities acquired      (10,078) (5,687)
Goodwill arising on acquisition       20,938
          15,251
The goodwill is attributable to the assembled workforce, which does not qualify for separate recognition, and synergies 
expected from combining the operations of Xtreme with the existing operations of the Group.
Purchase consideration:
          £’000
Cash         770
Fair value of 16,706,639 shares issued      11,695
Convertible loan notes issued       9,662
Direct costs relating to the acquisition      1,398
Less: payments to vendor to acquire outstanding debt     (8,274)
Total purchase consideration       15,251
Net cash out flow arising on acquisition:
          £’000
Purchase consideration settled in cash      770
Direct costs relating to the acquisition      1,398
Less cash and cash equivalents in subsidiary acquired     (1,302)
Net cash outflow on acquisition       866
17804EBIQUITY.indd   65 17804EBIQUITY.indd   65 09/08/2010   13:41 09/08/2010   13:41 66    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
26.  ACQUISITIONS CONTINUED
TMC
On 13 April 2010 the Group acquired the remaining 50% of the issued share capital of Thomson Media Control GmbH & 
Co KG (‘TMC’) for total consideration of £1,181,000, taking the Group’s total shareholding in TMC to 100%.
TMC contributed £128,000 to revenue and £12,000 to profit before tax and highlighted items and incurred costs that 
were included in highlighted items of £7,000 for the period between the date of acquisition and the year end. 
The carrying value and provisional fair value of the net assets at the date of acquisition were as follows:
         Carrying  Recognised
         value on acquisition
         £’000 £’000
Intangible assets       — 1,130
Property, plant and equipment      112 112
Trade and other receivables      517 517
Cash and cash equivalents      184 184
Trade and other payables      (711) (711)
Other creditors and provisions      (73) (73)
Deferred tax liability       — (316)
Net assets acquired       29 843
Goodwill arising on acquisition       338
          1,181
The goodwill is attributable to the assembled workforce, which does not qualify for separate recognition, and synergies 
expected from combining the operations of TMC with the existing operations of the Group.
Purchase consideration:
          £’000
Cash         26
Fair value of 1,451,330 shares issued      1,016
Initial 50% investment previously held as joint venture (note 26)     115
Direct costs relating to the acquisition      24
Total purchase consideration       1,181
Net inflow arising on acquisition:
          £’000
Purchase consideration settled in cash      26
Direct costs relating to the acquisition      24
Less cash and cash equivalents in subsidiary acquired     (184)
Net cash inflow on acquisition       (134)
17804EBIQUITY.indd   66 17804EBIQUITY.indd   66 09/08/2010   13:41 09/08/2010   13:41    67
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
26.  ACQUISITIONS CONTINUED
OTHER ACQUISITIONS
On 1 March 2010, the Group’s 82.5% owned subsidiary, Billetts France SARL, acquired the trade of Excellence Media 
for initial cash consideration (including acquisition costs) of €247,000 (£213,000). Contingent deferred consideration is 
payable and has been recognised to a maximum of €100,000 (£88,000). The acquisition resulted in intangible assets 
of £130,000 and goodwill of £205,000.
If all of the above acquisitions had been completed on 1 May 2009, Group revenue would have been £41,226,000 and 
Group operating profit before highlighted items would have been £4,060,000, before any potential synergistic benefits 
are taken into account.
Subsequent to the year end, on 1 May 2010, the Group exercised a call option to increase its stake in its associated 
undertaking, Billetts Germany GmbH, from 10% to 51%.
On 23 June 2010, the Group acquired a 51% stake in Media Advisor, a privately held independent media consultancy 
based in Milan. The business was acquired from management, who will continue to hold 49% of the Company. 
27.  RELATED PARTY TRANSACTIONS
The ultimate controlling party of the Group is Ebiquity Plc (incorporated in the United Kingdom). The Group has a related 
party relationship with its subsidiaries (note 12), associates (note 13), key management personnel, and with close family 
members of these individuals.
Transactions between the Company and its subsidiaries, or between subsidiaries, have been eliminated on consolidation 
and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed 
below. 
COMPENSATION OF KEY MANAGEMENT PERSONNEL
The remuneration of the Directors, who are considered the key management personnel of the Group, is set out below:
         30 April  30 April
         2010 2009
         £’000 £’000
Short-term employee benefits      1,204 1,099
Share-based payments       234 277
         1,438 1,376
There were no post-employment or other long-term benefits. 
17804EBIQUITY.indd   67 17804EBIQUITY.indd   67 09/08/2010   13:41 09/08/2010   13:41 68    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Consolidated Financial Statements
for the year ended 30 April 2010
27.  RELATED PARTY TRANSACTIONS CONTINUED
TRANSACTIONS WITH ASSOCIATES
During the prior year, loans totalling £362,000 were made to associates; £285,000 of the balance remains outstanding 
at the year end. The interest charged on the loan during the year was £13,000 (2009: £5,000). This loan is repayable on 
demand and no security is held against this loan.
28.  EVENTS AFTER THE END OF THE REPORTING PERIOD
On 1 May 2010, the Group exercised a call option to increase its stake in its associated undertaking, Billetts Germany 
GmbH, from 10% to 51%.
On 23 June 2010, the Group acquired a 51% stake in Media Advisor, a privately held independent media consultancy 
based in Milan. The business was acquired from management, who will continue to hold 49% of the Company. 
On 12 May 2010, 4,200,000 share options were granted to certain Directors under the existing Executive Incentive Plan 
and a new Joint Share Plan. Of these, 3,150,000 arose on the cancellation of an equivalent number of existing awards. 
An additional 62,015 options were granted to certain employees under the Unapproved Share Option Plan. See note 
24 for further details.
17804EBIQUITY.indd   68 17804EBIQUITY.indd   68 09/08/2010   13:41 09/08/2010   13:41    69
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
         30 April  30 April
         2010 2009
        Note £’000 £’000
Fixed assets
Investments      4 26,750 18,777
Current assets
Debtors      5 4,411 20
Cash at bank and in hand      — —
         4,411 20
Creditors: amounts falling due within one year     6 (2,052) (2,513)
Net current assets/(liabilities)      2,359 (2,493)
Total assets less current liabilities     29,109 16,284
Creditors: amounts falling due after one year    7 (5,575) (6,081)
Accruals and deferred income     8 (40) (45)
Net assets       23,494 10,158
Capital and reserves
Share capital      9 12,918 8,035
Share premium      11 2,232 1,820
Convertible loan note reserve     11 9,445 —
Other reserve      11 746 746
Profit and loss account      11 (1,847) (443)
Shareholders’ funds      10 23,494 10,158
The financial statements on pages 69 to 76 were approved and authorised for issue by the Board of Directors on 
23 July 2010 and were signed on its behalf by:
Michael Greenlees Andrew Beach
Director Director
The notes on pages 70 to 76 form part of these financial statements.
Company Balance Sheet
as at 30 April 2010
17804EBIQUITY.indd   69 17804EBIQUITY.indd   69 09/08/2010   13:41 09/08/2010   13:41 70    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Company Financial Statements
for the year ended 30 April 2010
1.  ACCOUNTING POLICIES
BASIS OF PREPARATION
The separate financial statements of the Company are presented as required by the Companies Act 2006. They have 
been prepared under the historical cost convention and in accordance with United Kingdom Accounting Standards 
and law. 
SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are set out below.
INVESTMENTS
Investments held as fixed assets are held at cost less any provision for impairment.
SHARE-BASED PAYMENTS
The Group issues equity-settled share-based payments only. These are measured at fair value (excluding the effect of 
non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-
settled share-based payments is expensed on a straight-line basis over the vesting period, with a corresponding credit 
to equity, based on the Group’s estimate of shares that will eventually vest and adjusted for the effect of non market-
based vesting conditions.
For share options without performance conditions, fair value is measured by use of the Black–Scholes Model. The 
expected life used in the model has been adjusted, based on management’s best estimates, for the effects of non-
transferability, exercise restrictions, and behavioural considerations.
Where share options granted to employees are subject to market and non-market based performance conditions, the 
fair value for these options is determined by an independent financial adviser using an approved pricing model.
In accordance with the first-time adoption exemptions available, FRS 20 has only been applied to all grants of options 
after 7 November 2002 that had not vested at 1 February 2005.
DEFERRED TAXATION
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by 
the balance sheet date except that the recognition of deferred tax assets is limited to the extent that the Company 
anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences.
Deferred tax balances are not discounted.
FINANCIAL INSTRUMENTS
• The Group does not hold or issue derivative financial instruments for trading purposes.
• Financial instruments are initially and subsequently recorded at fair value.
 
Detailed information in respect of financial instruments is included in the Group IFRS financial statements.
Convertible loan notes possess all the characteristics of an equity instrument and have therefore been classified 
as such.
PENSION COSTS
Company contributions to personal pension schemes are charged to the Profit and Loss account as incurred.
FOREIGN CURRENCY TRANSACTIONS
Trading transactions denominated in foreign currencies are translated into sterling at the exchange rate ruling when the 
transaction was entered into. Assets and liabilities expressed in foreign currencies are translated into sterling at rates of 
exchange ruling at the end of the financial period.
17804EBIQUITY.indd   70 17804EBIQUITY.indd   70 09/08/2010   13:41 09/08/2010   13:41    71
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
1.  ACCOUNTING POLICIES CONTINUED
All transactions involving foreign exchange gains and losses are dealt with through the Profit and Loss as and when they 
arise.
FINANCE COSTS
Finance costs are charged to profit over the term of the debt so that the amount charged is at a constant rate on the 
carrying amount. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the 
associated capital instrument.
CASH FLOW STATEMENT
The Company has applied the exemption available under FRS 1 (Revised) and has not presented a cash flow statement. 
The cash flow statement has been presented in the Group financial statements.
RELATED PARTY TRANSACTIONS
In accordance with FRS 8 Related Party Disclosures, the Company is exempt from disclosing transactions with entities 
that are part of the Ebiquity Plc Group, or investees of the Group, or investees of the Group qualifying as related parties, 
as it is a parent company publishing consolidated financial statements.
EMPLOYEE SHARE OWNERSHIP PLAN (ESOP)
As the Company is deemed to have control of its ESOP trust, it is treated as a subsidiary and consolidated for the purposes 
of the Group accounts. The ESOP’s assets (other than investments in the Company’s shares), liabilities, income and 
expenses are included on a line-by-line basis in the Group financial statements. The ESOP’s investment in the Company’s 
shares is deducted from shareholders’ funds in the Group balance sheet as if they were treasury shares, except that 
profits on the sale of ESOP shares are not credited to the share premium account.
2.  COMPANY RESULTS FOR THE PERIOD
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 not to 
present its own profit and loss account in these financial statements. The Company acts as a holding company. The 
movement in reserves of the Company shows a loss of £1,712,000 (2009: £950,000). 
3.  OPERATING PROFIT
AUDITORS’ REMUNERATION
Fees for the audit of the Company are £2,000 (2009: £1,000). Fees paid to the Company’s auditors for services other than 
the statutory audit of the Company are disclosed in the consolidated financial statements. The audit fees are borne by 
Ebiquity Associates Limited.
4.  INVESTMENTS
          £’000
Cost and net book value
At 1 May 2009        18,777
Additions        7,973
At 30 April 2010        26,750
The addition relates to the acquisition of Xtreme (£7,733,000), the movement in value of the right to purchase 25% share 
capital of Media Value S.L. (£68,000) and the UITF 44 ‘Group and Treasury Share Transactions’ adjustment (£172,000).
The Company’s principal trading subsidiaries and associated undertakings, which are all incorporated in Great Britain 
(except where noted) are listed in note 12 of the consolidated financial statements.
17804EBIQUITY.indd   71 17804EBIQUITY.indd   71 09/08/2010   13:41 09/08/2010   13:41 72    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Company Financial Statements
for the year ended 30 April 2010
5.  DEBTORS
         2010 2009
         £’000 £’000
Other debtors       120 20
Amounts due from subsidiaries      4,291 —
         4,411 20
6.  CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
         2010 2009
         £’000 £’000
Bank loans       1,994 2,513
Put option       44 —
Accruals       14 —
         2,052 2,513
7.  CREDITORS: AMOUNTS FALLING DUE AFTER ONE YEAR 
         2010 2009
         £’000 £’000
Bank loans — between two and five years     5,575 1,287
Amounts due to subsidiaries      — 4,794
         5,575 6,081
As part of the acquisition of Xtreme the Company undertook a refinancing initiative, with all bank borrowings now being 
held with Bank of Ireland. The new facility comprises term loans of £8,000,000, a revolving credit facility of £2,500,000 
and an acquisition facility of £1,500,000 with a maturity date of 30 April 2014. The term loan is to be repaid on a quarterly 
basis over the four years following drawdown and the acquisition facility is repayable on a quarterly basis from October 
2011 to maturity.
All amounts owing to the bank are guaranteed by way of fixed and floating charges over the current and future assets 
of the Group. As such, a composite guarantee has been given by all subsidiary companies. 
8.  ACCRUALS AND DEFERRED INCOME
         2010 2009
         £’000 £’000
Accruals       40 45
9.  SHARE CAPITAL
         Number Nominal value
         of shares £’000
Allotted, called up and fully paid
At 1 May 2009 — ordinary shares of 25p      32,139,435 8,035
Share placing       1,375,000 344
Issued to acquire Xtreme Information Services Limited    16,706,639 4,177
Issued to acquire Thomson Media Control Gmbh & Co Kg    1,451,330 363
At 30 April 2010 — ordinary shares of 25p     51,672,404 12,918
17804EBIQUITY.indd   72 17804EBIQUITY.indd   72 09/08/2010   13:41 09/08/2010   13:41    73
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
10. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS
         2010 2009
         £’000 £’000
Opening shareholders’ funds      10,158 10,604
Issue of shares (net of issue costs)      5,295 —
Issue of convertible loan notes (net of issue costs)    9,445 —
Loss for the financial period      (1,712) (950)
Share options charge       136 134
UITF 44 adjustment       172 370
Closing shareholders’ funds      23,494 10,158
The convertible loan notes were issued as part of the acquisition consideration for the acquisition of Xtreme on 
13 April 2010. The convertible loan notes are unsecured and have the right to convert into 13,802,861 ordinary shares. The 
convertible loan notes attract interest equivalent to any dividends they would have receive had they converted into 
ordinary shares, and rank pari passu with ordinary shares in the event of the winding-up of the Company.
Shares that were issued as acquisition consideration during the year have been recognised at their nominal value as 
permitted under sections 612 and 615 of the Companies Act 2006.
The ESOP trust was created to award shares to certain employees at less than market value. The trust holds unallocated 
shares costing £130,000 (2009: £130,000) funded by the Company. The sponsoring company is responsible for the 
administration and maintenance of the trust. The number of shares held by the trust is 448,671 (2009: 478,671), all of 
which are under option to the employees of the Group. As at the balance sheet date (and 30 April 2009) all the shares 
in the ESOP had vested unconditionally.
11.  RESERVES
        Convertible   Profit
       Share loan note Other  and loss 
       premium reserve reserve account
        £’000 £’000 £’000 £’000
At 1 May 2009     1,820 — 746 (443)
Issue of shares     432 — — —
Share issue costs     (20) — — —
Issue of convertible loan notes    — 9,662 — —
Convertible loan note issue costs    — (217) — —
Loss for the financial period    — — — (1,712)
Share options charge     — — — 136
UITF 44 adjustment     — — — 172
At 30 April 2010     2,232 9,445 746 (1,847)
17804EBIQUITY.indd   73 17804EBIQUITY.indd   73 09/08/2010   13:41 09/08/2010   13:41 74    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Company Financial Statements
for the year ended 30 April 2010
12.  SHARE-BASED PAYMENTS
Options outstanding at 30 April 2010:
Name of      Exercise Weighted
share option   Life of Exercise price average 
scheme   option period (pence) exercise price Number 
EMI scheme   10 years October 2005– nil–228p 34p 2,057,094
      December 2019
Unapproved Company    10 years March 2007– nil nil 376,764
share option plan —     January 2015
7 January 2005
Unapproved Company    10 years October 2009– 25p 25p 3,150,000
share option plan —     March 2018
1 April 2008
Unapproved Company    10 years March 2010– 25p–37p 28p 1,070,270
share option plan —     September 2018
8 September 2008
         6,654,128
ENTERPRISE MANAGEMENT INCENTIVE SCHEME (EMI SCHEME)
The EMI scheme is a discretionary share option scheme, which provides that options with a value at the date of grant 
of up to £120,000 may be granted to employees. The EMI scheme provides a lock in incentive to key management and 
is also utilised to attract key staff. Rights to EMI share options lapse if the employee leaves the Company. There are no 
further performance conditions.
On 13 May 2009, 337,218 outstanding EMI options with an exercise price in excess of 50p were cancelled. These options 
were then reissued with a new exercise price of 35p and vesting periods split between 1, 2 and 3 years. The total 
incremental fair value was £18,000.
UNAPPROVED COMPANY SHARE OPTION PLAN (UCSOP)
This is a discretionary scheme, which provides that options may be granted where employees are not eligible to the EMI 
scheme. The UCSOP provides a lock-in incentive to key management. Rights to UCSOP options lapse if the employee 
leaves the Company.
The share options issued on 7 January 2005 under the UCSOP scheme include an element of Group performance 
criteria, which have been met in full.
The performance criteria attached to the share options granted under the UCSOP scheme on 1 April 2008 are as follows:
MARKET CONDITIONS
•  The options were divided into two parts. Part 1 of the options would vest if the share price of the Company equals 
or exceeds 150 pence on any 10 dealing days within the period of 30 days preceding 31 October 2009. Failing to 
satisfy the above-mentioned vesting criteria, Part 1 options would also vest if the share price equals or exceeds 150 
pence on any 10 dealing days within any 30-day period during the Measurement Period (the period beginning 
31 October 2009 and ending 31 October 2011).
•  Part 2 of the options would vest if the share price equals or exceeds 150 pence on any 10 dealing days in any 30-day 
period during the six month period preceding 30 April 2011. Failing to satisfy the above-mentioned criteria, Part 2 
options would also vest if the share price equals or exceeds the 150 pence on any 10 dealing days within any 30-day 
period during the Measurement Period (the period beginning 30 April 2011 and ending 31 October 2011).
17804EBIQUITY.indd   74 17804EBIQUITY.indd   74 09/08/2010   13:41 09/08/2010   13:41    75
www.ebiquity.com
Stock Code: EBQ
17804 9/08/2010 Proof 10
Our Financials
12.  SHARE-BASED PAYMENTS CONTINUED
NON-MARKET CONDITIONS
•  Share options would vest if the Company is subjected to a liquidation or change of control. Also, Part 1 and Part 2 of 
the options would only vest if the recipients remain employed by the Company until the end of the Holding Period 
(being 31 October 2009 for Part 1 and 30 April 2011 for Part 2). 
•  Upon vesting, the options can be exercised by the recipients during the period commencing on the date the 
relevant part of the options vest and expiring on the Lapse Date (31 March 2018).
The performance criteria attached to the share options granted under the UCSOP scheme on 8 September 2008 are 
as follows:
MARKET CONDITIONS
•  The options were divided into two parts. Part 1 of the options would vest if the share price of the Company equals 
or exceeds 150 pence on any 10 dealing days within the period of 30 days preceding 31 March 2010. Failing to 
satisfy the above-mentioned vesting criteria, Part 1 options would also vest if the share price equals or exceeds 150 
pence on any 10 dealing days within any 30-day period during the Measurement Period (the period beginning 
31 March 2010 and ending 31 March 2012).
•  Part 2 of the options would vest if the share price equals or exceeds 150 pence on any 10 dealing days in any 30-day 
period during the six month period preceding 30 September 2011. Failing to satisfy the above mentioned criteria, 
Part 2 options would also vest if the share price equals or exceeds the 150 pence on any 10 dealing days within 
any 30-day period during the Measurement Period (the period beginning 30 September 2011 and ending 31 March 
2012).
NON-MARKET CONDITIONS
•  Share options would vest if the Company is subjected to a liquidation or change of control. Also, Part 1 and Part 2 of 
the options would only vest if the recipients remain employed by the Company until the end of the Holding Period 
(being 31 March 2010 for Part 1 and 30 September 2011 for Part 2). 
•  Upon vesting, the options can be exercised by the recipients during the period commencing on the date the 
relevant part of the options vest and expiring on the Lapse Date (8 September 2018).
The following share options were outstanding at 30 April 2010 and 30 April 2009:
 30 April 2010 30 April 2009
        Weighted  Weighted 
       Number average Number average 
       of share exercise price of share exercise price 
       options (pence) options (pence)
Outstanding at beginning of period   6,351,966 31 5,058,875 33
Granted during the period    705,397 33 1,533,582 31
Cancelled during the period    (337,218) 114 — —
Exercised during the period    (30,000) 46 — —
Forfeited during the period    (36,017) 61 (240,491) 79
Outstanding at the end of the period   6,654,128 27 6,351,966 31
Exercisable at the end of the period   896,095 19 941,012 20
The options outstanding at the end of the period have a weighted average remaining contractual life of 7.6 years (2009: 
7.9 years), with a range of exercise prices being between nil and 228p.
17804EBIQUITY.indd   75 17804EBIQUITY.indd   75 09/08/2010   13:41 09/08/2010   13:41 76    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Notes to the Company Financial Statements
for the year ended 30 April 2010
12.  SHARE-BASED PAYMENTS CONTINUED
During the period, share options were granted with a weighted average fair value of 7p (2009: 16p). These fair values 
(with the exception of options that are subject to market based performance conditions and nil-cost options) were 
calculated using the Black–Scholes model with the following inputs:
         30 April  30 April
         2010 2009
Weighted average share price      35p 37p
Exercise price       33p to 48p 37p
Expected volatility
1
       25% 66%
Vesting period       1 to 3 years 3 years
Risk-free interest rates       2% 6%
1
 Expected volatility is based on historical volatility of the Company over the period commensurate with the expected 
life of the options.
There are no expected dividends.
Subsequent to the year end, the 3,150,000 outstanding options issued under the Unapproved Company share option 
plan on 1 April 2008 were cancelled, and a total of 4,200,000 new options were awarded in their place. These shares 
have been issued by the Company into a new Employee Benefit Trust.
Of these new options, 1,050,000 and 450,000 respectively will vest immediately with an exercise price of 35 pence. 
However, even if the rights to acquire them are exercised, they must be retained until after the announcement of the 
Company’s results for the financial year ended 30 April 2011.
Vesting of the balance (which will also have an exercise price of 35 pence) will be subject to the satisfaction of new 
performance criteria designed to achieve growth of the business while at the same time maintaining and enhancing the 
underlying earnings per share over a period of three years ending on 30 April 2013. The options will also vest immediately 
if the Group’s share price averages £1.50 or greater for any 14 days during a six month period.
The two measures will be earnings per share and revenue targets with the minimum EPS target having to be satisfied 
before any of the shares comprised in either part of the award can vest. All vested shares must be retained for a 
minimum of 12 months after vesting before they can be sold.
13.  POST-BALANCE SHEET EVENTS
On 12 May 2010, 4,200,000 share options were granted to certain Directors under the existing Executive Incentive Plan 
and a new Joint Share Plan. Of these, 3,150,000 arose on the cancellation of an equivalent number of existing awards. 
An additional 62,015 options were granted to certain Group employees under the Unapproved Share Option Plan. See 
note 12 for further details.
17804EBIQUITY.indd   76 17804EBIQUITY.indd   76 09/08/2010   13:41 09/08/2010   13:41    77
www.ebiquity.com
Stock Code: EBQ
17804 06/08/2010 Proof 7
Notice of Meeting
Notice of Meeting 
Ebiquity plc
(Registered in England No.3967525)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Ebiquity plc (the “Company”) will be held at 2nd Floor, 
The Registry, Royal Mint Court, London, EC3N 4QN, at 10am on 10 September 2010 to consider and, if thought fit, pass 
resolutions 1 to 9 as ordinary resolutions and resolution 10 as a special resolution:
ORDINARY RESOLUTIONS
1  To receive and adopt the Annual Report and Accounts for the year ended 30 April 2010.
2  That Nick Manning, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association and who, 
being eligible, offers himself for re-election, be re-elected as a Director.
3  That Andrew Beach, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association and 
who, being eligible, offers himself for re-election, be re-elected as a Director.
4  That Stephen Thomson, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association and 
who, being eligible, offers himself for re-election, be re-elected as a Director.
5  That Sarah Jane Thomson, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association 
and who, being eligible, offers herself for re-election, be re-elected as a Director.
6  That BDO LLP be reappointed as Auditors of the Company to hold office from the conclusion of this meeting until 
the conclusion of the next General Meeting at which accounts are laid before the Company.
7  To authorise the Directors to determine the remuneration of the Auditors.
8  That in accordance with section 366 of the Companies Act 2006, the Company and all companies which 
are subsidiaries of the Company at any time during the period for which this resolution has effect be and are 
hereby authorised: (a) to make political donations to political parties; (b) to make political donations to political 
organisations other than political parties; and/or (c) incur political expenditure in a total aggregate amount not 
exceeding £10,000, provided that this authority shall expire at the conclusion of the Annual General Meeting of the 
Company in 2011 or 15 months following the passing of this resolution, whichever is the earlier.  For the purposes of 
this resolution, the terms ‘political donation’, ‘political parties’, ‘political organisation’ and ‘political expenditure’ 
have the meanings given by sections 363 to 365 of the Companies Act 2006.
9  That in accordance with section 551 of the Companies Act 2006, the Directors of the Company be generally and 
unconditionally authorised to exercise all powers of the Company to allot shares in the Company and to grant rights 
to subscribe for or to convert any security into shares in the Company, up to an aggregate nominal amount of 
£5,749,344.  
  Provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of 
the next Annual General Meeting of the Company after the passing of this resolution save that the Company may, 
before such expiry, make offers or agreements which would or might require shares to be allotted, or any such 
rights to be granted, after such expiry, and the directors of the Company may allot shares or grant any such rights 
in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
  The authority granted to the Company shall replace all unexercised authorities previously granted to the Directors 
of the Company to allot shares or grant rights to subscribe for or to convert any security into shares but without 
prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to 
such authorities.
17804EBIQUITY.indd   77 17804EBIQUITY.indd   77 09/08/2010   13:41 09/08/2010   13:41 78    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
SPECIAL RESOLUTIONS
10 That subject to the passing of resolution 9 set out in the notice of the meeting at which this resolution is considered, 
and pursuant to sections 570 and 573 of the Companies Act 2006, the Directors of the Company be given the 
general power to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash pursuant to 
the authority conferred by resolution 9 or by way of a sale of treasury shares, as if section 561(1) of that Act did not 
apply to any such allotment, provided that this power shall be limited to:
i. the allotment of equity securities in connection with an offer by way of a rights issue:
i)  to the holders of ordinary shares in proportion (as nearly as may be practicable to their respective holdings); 
and
ii) to holders of other equity securities as required by the rights of those securities or as the directors of the 
Company otherwise consider necessary, but subject to such exclusions or other arrangements as the directors 
of the Company may deem necessary or expedient in relation to treasury shares, fractional entitlements, record 
dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory 
body or stock exchange; and
ii. the allotment  (otherwise than pursuant to paragraph (i) above of equity securities of up to an aggregate 
nominal amount of £1,742,226.                              . 
 
 The power granted by this resolution 10 shall, unless renewed, varied or revoked by the Company, expire at the
conclusion of the next Annual General Meeting of the Company after the passing of this resolution save that the 
Company may, before such expiry, make an offer or agreement which would or might require equity securities to 
be allotted after such expiry, and the directors of the Company may allot equity securities in pursuance of any such 
offer or agreement notwithstanding that the power conferred by this resolution has expired.
 In respect of this resolution 10, the authority granted to the Company shall replace all unexercised powers previously 
granted to the directors of the Company to allot equity securities as if either section 89(1) of the Companies Act 
1985 or section 561(1) of the Companies Act 2006 did not apply, but without prejudice to any allotment of equity 
securities already made or agreed to be made pursuant to such authorities.
By order of the Board Registered Office:
Andrew Beach 2nd Floor, The Registry
Company Secretary Royal Mint Court
12 August 2010 London 
 EC3N 4QN
Notes:
(i)  Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their 
behalf at the meeting.  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 that 
Shareholder.  A proxy need not be a Shareholder of the Company.  A member may appoint two or more persons as 
proxies to exercise the rights attached to the same shares in the alternative, but if he/she shall do so, only one such 
proxy may attend and vote in respect of the shares.  A proxy form which may be used to make such appointment 
and give proxy instructions accompanies this notice.
(ii) To be valid, any proxy form or other instrument appointing a proxy must be received by post or (during normal business 
hours only) by hand at Ebiquity Plc, 2nd Floor, The Registry, Royal Mint Court, London, EC3N 4QN or electronically at 
company.secretary@ebiquity.com no later than 48 hours in advance of the meeting.
(iii) The return of a completed proxy form, or other such instrument, will not prevent a Shareholder attending the Annual 
General Meeting and voting in person if he/she wishes to do so.]
Notice of Meeting 
Ebiquity plc
(Registered in England No.3967525)
17804EBIQUITY.indd   78 17804EBIQUITY.indd   78 09/08/2010   13:41 09/08/2010   13:41    79
www.ebiquity.com
Stock Code: EBQ
17804 06/08/2010 Proof 7
Notice of Meeting
(iv) To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the 
Company of the votes they may cast), Shareholders must be registered in the Register of Members of the Company 
at The Pavilions, Bridgwater Road, Bristol, BS13 8AE 6.00pm on the day which is no later than 48 hours prior to the 
meeting.  Changes to the Register of Members after the relevant deadline shall be disregarded in determining the 
rights of any person to attend and vote at the meeting.
(v) As at 12 August 2010 (being the last day prior to the publication of this Notice of Annual General Meeting) the 
Company’s issued share capital consists of 55,886,162 ordinary shares, carrying one vote each.  Therefore, the total 
voting rights in the Company as at12 August 2010 are 55,886,162.
(vi) In accordance with Regulation 41 of the Uncertified Securities Regulations 2001, only those Shareholders entered 
on the Company’s register of members as at 6.00pm on 7 September 2010 shall be entitled to attend and vote at 
the meeting in respect of the number of Ordinary Shares registered in their name at that time.  Changes to entries 
on the register after 6.00pm on 7 September 2010 shall be disregarded in determining the rights of any persons to 
attend or vote at the meeting.
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING
The notes on the following pages give an explanation of the proposed resolutions. 
Resolutions 1 to 9 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more 
than half of the votes cast must be in favour of the resolution.  Resolution 10 is proposed as a special resolution.  This 
means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution. 
Resolution 1: Annual Report and Accounts for the Year
The Directors will present to Shareholders at the Annual General Meeting the Annual Report and Accounts for the year 
ended 30 April 2010 together with the independent Auditor’s report on those accounts.
Resolutions 2 to 5: Re-election of Directors
Nick Manning, Andrew Beach, Stephen Thomson and Sarah Jane Thomson will submit themselves for re-election by 
rotation pursuant to the Articles of Association.
Biographical details of each of the Directors are contained on page [16-17] of the Company’s Annual Report and 
Accounts for the year ended 30 April 2010.
Resolution 6: Re-appointment of the Auditors
The Directors are proposing the re-appointment of BDO LLP as auditors to the Company. 
Resolution 7: Auditors’ Remuneration
It is normal practice for a Company’s Directors to be authorised to fix the Auditors’ remuneration and Shareholders’ 
approval to do so is sought in this resolution.
Resolution 8: Political Donations
Neither the Company nor any of its subsidiaries have made any donations to political parties in the European Union (“EU”) 
in 2009/10 and it is the Company’s current policy not to do so. However, the Political Parties, Elections and Referendums 
Act 2000 (the “Act”) defines EU political organisations very widely and, as a result, in certain circumstances donations 
intended for charitable or similar purposes may now be regarded as political in nature.
In order to comply with these obligations and to avoid any inadvertent infringement of the Act, the Directors of the 
Company consider it prudent to seek Shareholders’ approval for a general level of donation. Resolution 8 seeks authority 
for the Company to make donations to EU political organisations or to incur EU political expenditure not exceeding 
£10,000 in total during the period from the date of the Annual General Meeting, until the conclusion of the Annual 
General Meeting held in 2011, or, if earlier, 15 months after the date of the passing of this resolution. 
17804EBIQUITY.indd   79 17804EBIQUITY.indd   79 09/08/2010   13:41 09/08/2010   13:41 80    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10
Resolution 9: Authority to Allot Shares
This resolution is to renew the general authority to allot shares in the Company and to grant rights to subscribe for or to 
convert any security into shares in the Company, up to an aggregate nominal amount of £5,749,344. The Directors have 
no present intention to use this authority which will expire 15 months after the passing of this resolution or, if earlier, at 
the end of the Annual General Meeting to be held in 2011.  It is the Directors’ intention to seek renewal of this authority 
annually.
Resolution 10: Allotment of shares for cash 
If equity securities (as defined by section 560 of the Companies Act 2006) are to be allotted and are to be paid for 
in cash, section 561(1) of that Act requires that those new equity securities are offered in the first instance to existing 
shareholders in proportion to the number of ordinary shares they each hold at that time.  The entitlement to be offered 
the new shares first is known as ‘pre-emption rights’.
There may be circumstances, however, when it is in the interests of the Company for the Directors to be able to allot 
some new shares for cash other than by way of a pre-emptive offer to existing Shareholders. This cannot be done under 
the Companies Act 2006 unless the Shareholders have first waived their pre-emption rights. This also applies to the sale 
of any shares held by the Company in treasury for cash.  Resolution 10 asks Shareholders to do this, but only for equity 
securities having a maximum aggregate nominal value of £1,742,226 (which include the sale of any treasury shares) 
which is equivalent to approximately 10% of the Company’s issued ordinary share capital plus convertible loan notes as 
at the date of this notice. If the Directors wish, other than by a pre-emptive offer to existing Shareholders, to allot for cash 
new shares which would exceed this limit they would first have to request the Shareholders to waive their pre-emption 
rights in respect of the new shares which exceed it.
Under the pre-emption guidelines issued by the investment protection committee of the Association of British Insurers’, 
the Company should not issue equity securities constituting more than 7.5% of the issued ordinary share capital over 
a 3-year rolling period without prior consultation with shareholders. The Directors do not intend to use the authority to 
exceed this limit without obtaining the approval of shareholders.
There are legal, regulatory and practical reasons why it may not always be possible to issue new shares under a pre-
emptive issue to some shareholders, particularly those resident overseas.  To cater for this, resolution 10, authorising the 
Directors to allot the new shares by way of pre-emptive issue, also permits the Directors to make appropriate exclusions 
or arrangements to deal with such difficulties.
The authority conferred by this resolution will expire at the conclusion of the Company’s Annual General Meeting in 2011 
or 15 months from the date of the resolution, whichever is earlier.  It is the Directors’ intention to seek the renewal of this 
authority annually.
Any shares purchased would either be cancelled or would be held by the Company as treasury shares, in which case 
they would carry no voting rights and no entitlement to receive any dividend for as long as they are held as treasury 
shares.
Documents available for inspection
The following documents, which are available for inspection during normal business hours at the registered office of the 
Company on any business day until the date of the meeting, will also be available for inspection at the place of the 
Annual General Meeting during the meeting and for at least fifteen minutes prior to the meeting:
• Copies of the executive directors’ service contracts 
• Copies of letters of appointment of the non-executive directors 
• A copy of the Company’s Articles of Association
Recommendation
The Directors consider that all the resolutions set out in the notice of Annual General Meeting are in the best interests of 
the Company and its Shareholders as a whole and recommend that you vote in favour of each of these resolutions, as 
each of the Directors intends to do in respect of his own beneficial holding of shares in the Company. 
Notice of Meeting 
Ebiquity plc
(Registered in England No.3967525)
17804EBIQUITY.indd   80 17804EBIQUITY.indd   80 09/08/2010   13:41 09/08/2010   13:41    81
www.ebiquity.com
Stock Code: EBQ
17804 06/08/2010 Proof 7
Form of Proxy
Form of proxy for use at the Annual General Meeting to be held at 2nd Floor, The Registry, Royal Mint Court, London 
EC3N 4QN on 10 September 2010 at 10.00 a.m.
I/We ……………………………………………………………  (FULL NAME IN BLOCK LETTERS PLEASE)
Of ……………………………………………………………
            
            .…………………………………………………………..  (ADDRESS IN BLOCK LETTERS PLEASE)
being a member/members of the Company entitled to attend and vote at general meetings of the Company, hereby 
appoint the Chairman of the Meeting or:
……………………………………………………………
(Please enter name of proxy and delete `Chairman of the Meeting’, if required) (see Note 1)
as my/our proxy, to vote for me/us and on my/our behalf as indicated below at the aforementioned Annual General 
Meeting of the Company and at any adjournment thereof.
Please tick how you wish your votes to be cast on the resolutions. Unless otherwise directed, the proxy will vote or abstain 
from voting at his discretion in respect of the member’s total holding on the resolutions or any amendment thereon or 
on any other business transacted at the meeting.
Resolution For Against Vote withheld* Discretionary*
1 To receive and approve the Audited Annual Report and Accounts for the year    
     ended 30 April 2010 
2 To re-elect Nick Manning
3 To re-elect Andrew Beach
4 To re-elect Stephen Thomson
5 To re-elect Sarah Jane Thomson
6 To re-appoint BDO LLP as Auditors
7 To authorise the Directors to determine the remuneration of the Auditors
8 To authorise political donations to political parties
9 To authorise Directors to allot shares and grant rights to subscribe for Ordinary Shares
10 To authorise the Directors of the Company to allot equity securities on a 
     non-pre-emptive basis up to an aggregate nominal value of £1,742,226
 
      
* To abstain from voting on a resolution, tick the box “vote withheld”. A “vote withheld” is not a vote in law which means that the vote will not be 
counted in the calculation of votes “for” and “against” the resolution. Ticking “Discretionary”, or failing to tick any box against a resolution, will 
mean your proxy can vote as he or she wishes or can decide not to vote at all.
Date                                      ………………………………………………………………
Signature or Common Seal   ……………………………………………………………….
Form of Proxy 
Ebiquity plc
(Registered in England No. 3967525 and hereinafter referred to as ‘the Company’)
17804EBIQUITY.indd   81 17804EBIQUITY.indd   81 09/08/2010   13:41 09/08/2010   13:41 82    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 06/08/2010 Proof 7
Notes
1 A member entitled to attend and vote at the meeting is entitled to appoint a proxy (who need not be a member of the 
Company) to attend, speak for and, to vote instead of him/her.
2 To be valid for the meeting or adjourned meeting (as the case may be), this proxy form, duly completed, and any power 
of attorney or other authority, if any, under which it is signed, or a notarially certified copy or office copy of such prior 
authority, or a copy of such power certified in accordance with the Power of Attorney Act 1971 must be deposited at the 
Company’s registered office, Ebiquity plc, 2nd Floor, The Registry, Royal Mint court, London, EC3N 4QN or electronically 
at company.secretary@ebiquity.com no later than 48 hours in advance of the meeting. Completion and return of the 
proxy form will not preclude a shareholder from attending and voting at the meeting or adjourned meeting (as the case 
may be) if he/she so wishes.
3 In the case of an individual, this proxy form should be signed by the appointor or his or her attorney. In the case of a 
company, this proxy form must be executed under its common seal or signed on its behalf by a duly authorised officer or 
attorney of the company.
4 In the case of joint members, the signature of the first named in the register of members in respect of the holding will be 
accepted to the exclusion of the votes of the other joint holders.
5 Any alterations made to this form should be initialled.  
Form of Proxy 
Ebiquity plc
(Registered in England No. 3967525 and hereinafter referred to as ‘the Company’)
17804EBIQUITY.indd   82 17804EBIQUITY.indd   82 09/08/2010   13:41 09/08/2010   13:41    83
www.ebiquity.com
Stock Code: EBQ
17804 06/08/2010 Proof 7 17804EBIQUITY.indd   83 17804EBIQUITY.indd   83 09/08/2010   13:41 09/08/2010   13:41 84    
Ebiquity Plc
Annual Report and Accounts for the year ended 30 April 2010
17804 9/08/2010 Proof 10 17804EBIQUITY.indd   84 17804EBIQUITY.indd   84 09/08/2010   13:41 09/08/2010   13:41 17804 09/08/2010 Proof 11 17804 06/08/2010 Proof 8
Ebiquity is the leading independent provider 
of efficiency and effectiveness solutions to the 
global marketing community.
We monitor, measure, analyse and interpret 
more media and marketing data than anyone 
else, allowing us to offer clients unique insights 
and truly independent advice that enhance 
marketing and business performance.
This annual report is printed on material, comprising ﬁ bres sourced 
from sustainable forest reserves and bleached without the use of 
chlorine. The production mill for this paper operates to EMAS, ISO 14001 
environmental and ISO 9001 quality standards.
17804EBIQUITYCVR SPINE.indd   2 17804EBIQUITYCVR SPINE.indd   2 09/08/2010   16:26 09/08/2010   16:26 17804 09/08/2010 Proof 11 17804 06/08/2010 Proof 8
Ebiquity Plc Annual report and accounts for the year ended 30 April 2010
Stock code: EBQ
Global
media and 
marketing 
analytics
Ebiquity Plc, The Registry, Royal Mint Court, London, EC3N 4QN
T +44 (0) 20 7650 9600  F +44 (0) 20 7650 9650 W www.ebiquity.com
Ebiquity Plc Annual report and accounts for the year ended 30 April 2010
17804EBIQUITYCVR SPINE.indd   1 17804EBIQUITYCVR SPINE.indd   1 09/08/2010   16:26 09/08/2010   16:26