Thomson intermedia plc 
The Registy  Royal Mint Court  London  EC3N 4QN 
T +44 (0) 20 7650 9600  F  +44 (0) 20 7650 9650  W www.thomson-intermedia.com 
Company Registered Number 3967525
THOMSON INTERMEDIA PLC
ANNUAL REPORT AND ACCOUNTS
12 MONTHS ENDED 30 APRIL 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
3
HigHligHts   4
tHOMsON iNtERMEDiA BACKgROUND  5
gROUp iNfORMA tiON   6
CHAiRMAN’s st AtEMENt   7
BOARD DiRECtORs   9
CHiEf ExECUtivE REviEw   10
fiNANCiAl REviEw   15
DiRECtORs, BOARD COMMittEEs  AND CORpORA tE gOvERNANCE  18
DiRECtORs’ REpOR t   19
iNDEpENDENt AUDitORs’ REpOR t  24
CONsOliDA tED iNCOME st AtEMENt  26
CONsOliDA tED st AtEMENt Of RECOgNisED iNCOME AND ExpENsE  27
CONsOliDA tED BAlANCE sHEEt  28
CONsOliDA tED CAsHflOw st AtEMENt   29
NOtEs tO tHE fiNANCiAl st AtEMENts  30
COMp ANy BAlANCE sHEEt   56
NOtEs tO tHE COMp ANy fiNANCiAl st AtEMENts  57
NOtiCE Of MEEtiNg   63
pROxy fORM   71
CONtENts Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
4
HigHligHts
ToTal revenue of £17.2m, up 8% on The previous 12 
monTh period
CONsUlt ANCy sERviCEs Up 18% tO £11.3M, 
REpREsENtiNg 66% Of tOt Al REvENUE
92% renewal of recurring revenues on 
Technology and da Ta services
106% RENEwAl Of REpEAt REvENUEs iN
CONsUlt ANCy sERviCEs
group underlying* opera Ting profiT of £2.0m, 
down 10% on The previous 12 monTh period
gROUp UNDERlyiNg* CORE OpERA tiNg pROfit Up 27% 
tO £2.0M (2007 – 12M: £1.6M)
repor Ted opera Ting loss of £1.1m due To non cash 
wriTe-down of capiT alised developmenT cosTs (2007 
– 12m: £0.2m profiT)
gROUp UNDERlyiNg* pROfit BEfORE t Ax Of £1.8M  
(2007 – 12M: £1.8M)
repor Ted loss before Tax of £1.4m  
(2007 – 12m: £0.2m loss)
stRONg wORKiNg CApitAl MANAgEMENt witH 
A 32% iMpROvEMENt iN DEBtOR DA ys AND A 30% 
iMpROvEMENt iN NEt DEBt pOsitiON
managemenT Team sTr engThened across a number 
of levels
stRONg fOCUs ON iNtRODUCiNg gREA tER fiNANCiAl 
DisCipliNE AND EliMiNA tiNg DEpENDENCy ON “ONE 
Off” pROjECts
* BEfORE HigHligHtED itEMs (sEE NOtE 3) Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
5
tHOMsON iNtERMEDiA BACKgROUND
thomson intermedia was founded in 
1997, to provide the first-ever creative 
monitoring system that links directly to 
media expenditure. 
the company floated on the 
AiM market in 2000 and in 2005 it 
acquired Billetts, already a highly 
respected international name in 
media consultancy and analytics.
today, the group employs over 240 
people in the UK across two locations 
– at our head office next to tower 
Bridge in london and in Bromley, 
Kent, where our extensive data 
capture operation is located.
we work with over 400 clients 
providing media consulting, analysis 
and monitoring services to over 75% 
of the UK’s blue chip advertisers.
Our core services include:
Tracking compeTiTor 
markeT acTiviTy
in 2008, the thomson intermedia 
monitoring service was rebranded as 
Billetts Media Monitoring. BMM brings 
competitive advertising straight to 
the client’s online homepage.
opTimising markeTing 
channels
Billetts Marketing sciences helps 
clients maximise their return on mar-
keting investment by analysing and 
optimising their expenditure between 
the promotional channels. 
evalua Ting adver Tising 
performance
Billetts Media Consulting helps clients 
ensure their media schedule, and 
media agency, delivers the best 
combination of media choices and is 
competitively costed.  
moniToring news ediTorial in 
near real-Time 
Newslive offers all the benefits of a 
traditional ‘clippings’ agency plus 
near real-time online access to 
editorial content across every news 
medium from tv to internet blogs.
managing ad vouching 
online for The 
publishing indusTry
e-publisher is a new web-based 
service allowing publishers to man-
age their ‘ vouching’ by delivering 
an online record of published press 
advertisements. Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
6
direcTors
Michael Higgins Non-Executive Chairman Andrew Beach group finance Director 
Michael greenlees Chief Executive Officer stephen thomson Non-Executive Director  
Nick Manning Chief Operating Officer sarah jane thomson Non-Executive Director 
paul gladman Chief information officer fiona Driscoll  Non-Executive Director   
company secreT ary
Andrew Beach
regisTered office  
the Registry
Royal Mint Court
london
EC3N 4QN
regisTra Tion
Registered and incorporated in England & wales
Registration number 3967525
independenT audiTors
BDO stoy Hayward llp
55 Baker street
london
w1U 7EU 
nomina Ted adviser and broker
landsbanki securities (UK) limited 
Beaufort House 
15 st Botolph street 
london 
EC3A 7QR
soliciTors
DMH limited jones Day
40 High street 21 tudor street
Crawley london
RH10 1Bw EC4y 0Dj 
regisTrars
Computershare investor services plC
pO Box 82
the pavilions
Bridgwater Road
Bristol Bs99 7NH
gROUp iNfORMA tiON Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
7
the financial period that ended on 
30 April 2008 was one of substantial 
change for the Company and we have 
ended the period in a stronger position 
than we started.
the financial performance for this 
period must be viewed as one that 
reflects the transitional nature of 
the year.  the handing over by our 
Company founders of the executive 
leadership of the Company to 
Michael greenlees has enabled a 
fresh perspective to be brought to the 
business that will facilitate the next 
exciting phase of our company growth.
last summer we celebrated the 10th 
anniversary of thomson intermedia; 
a company that started life with the 
passion of a small group of individuals 
and now counts a significant proportion 
of the UK’s largest advertisers amongst 
its clients.
the Board was very fortunate to be able 
to attract Michael greenlees to join 
the Board initially as a non-executive 
and then to step up into the Chief 
Executive role.  His experience and 
exacting management disciplines are 
being felt throughout the business. the 
appointment of Nick Manning, with his 
vast experience of the media industry, 
now means that we have one of the 
most experienced executive teams in 
the sector.
the need to implement changes to 
the portfolio of products, and to focus 
the group’s resources, has resulted in a 
write-down of some of the Company’s 
previous investments in development 
projects. in addition, some one-off costs 
have been incurred in order to ensure 
that we have the best people in key 
positions. we have also moved into new 
offices as leases ran out and we sought 
to maximise the benefit of having 
all elements of the business in fewer 
locations.
we are now in a strong position to 
move forward.  we have an executive 
management team that would be the 
envy of many larger companies.  we 
have a business that has been reviewed 
from top to bottom, and we have a 
platform that is both robust and unique, 
with a clearly defined growth plan.
i want to thank steve and sarah jane 
thomson for the 10 years of their 
lives they devoted to the creation 
of thomson intermedia.  i must also, 
on behalf of the Board, thank all the 
employees for their support through 
this transitional, and we believe 
transformational period.
michael higgins 
chairman
23 July 2008
CHAiRMAN’s st AtEMENt
“wE ARE NOw iN A stRONg 
pOsitiON tO MOvE 
fOR wARD.  wE HAvE AN 
ExECUtivE MANAgEMENt 
tEAM tHAt wOUlD BE tHE 
ENvy Of MANy lARgER 
COMp ANiEs”  Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
8
“wE NOw HAvE BOtH tHE 
ClARity Of pURpOsE
AND tHE stRENgtH Of
DisCipliNE tO DElivER tO tHE 
COMp ANy’s EARly pROMisE”
executive management (from left to right): Michael greenlees, paul gladman, Nick Manning and Andrew Beach
Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
9
michael higgins
non-executive chairman
Michael joined 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. Michael qualified 
as a Chartered Accountant with price 
waterhouse. Michael is currently a 
senior Adviser with KpMg and works 
with a number of private media and 
technology companies. in addition to 
chairing the plC Board, Michael chairs 
the Audit Committee.
michael greenlees
chief executive
Michael was one of the original-
founding partners of gold greenlees 
trott which, from its launch in 1980, 
grew to become one of the great 
names in British advertising. Under 
Michael’s guidance ggt grew into 
an international advertising and 
marketing group providing services 
in advertising, sales promotion, direct 
marketing and media buying and 
planning. ggt plc. was listed on 
the london stock Exchange in 1986 
at which time Michael became 
Chairman and Chief Executive 
Officer, a role he occupied for over 
10 years until the sale to Omnicom 
in 1998 when he joined the Board of 
Omnicom and served as president & 
Chief Executive of tBw A worldwide. 
in 2001 he was made Executive 
v ice-president of Omnicom inc. 
Michael also chairs the Remuneration 
Committee.
nick manning
chief operating officer
Nick Manning has spent 27 years in 
the Media Agency world, principally 
having co-founded Manning gottlieb 
Media (MgM) in 1990. MgM became 
one of the most highly respected and 
fastest growing of Media specialist 
agencies before becoming part of 
Omnicom in 1997. His most recent 
position was CEO of OMD’s operations 
in the UK, heading up £800m of billings 
and 500 people. Nick also co-founded 
Opera, the media negotiation arm for 
OMD and pHD, with billings of £1bn. 
Nick has a wealth of operational 
experience and media insight.
p aul gladman
chief information officer
A graduate in Computation from 
the University of Manchester institute 
of science and t echnology paul 
gladman joined the w ellcome 
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 
building their then ground breaking 
CD ROM database offering. working 
with the Company from inception 
and becoming it Director in 1999, paul 
developed the group’s technology 
platforms including all data capture 
and website systems. Now Chief 
information Officer with responsibility 
for software development, 
infrastructure, data capture and QA 
he oversees much of Billetts Media 
Monitoring operations.
andrew beach
finance director
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 thomson intermedia as 
group financial Controller in March 
2007, and was promoted to Deputy 
finance Director in january 2008, 
before being promoted again to 
finance Director in April 2008. Andrew 
also acts as Company secretary for 
the group.
sTephen Thomson
non-executive director
with a background primarily in 
it planning, development and 
implementation, stephen has been 
responsible for the creation of much 
of the Company’s in-house monitoring 
skills. prior to founding thomson 
intermedia , he was the it Director at 
Mintel and responsible for introducing 
technology solution to data delivery 
significantly influencing the business 
model. it was the application of 
technology to the media monitoring 
industry that was central to the set-up 
of thomson intermedia.
sarah Jane Thomson
non-executive director
with a media background 
spanning more than 12 years and 
encompassing agency and in-
house account management and 
business development, sarah is well 
qualified to understand the needs of 
professionals within the information 
industry today. prior to founding 
thomson, sarah jane was manager of 
the Business Development Unit within 
valin pollin financial advertising and 
pR agency. from there, sarah was 
headhunted to Mintel international as 
sales and Marketing Director, she was 
responsible for all of the company’s 
sales and marketing activities and 
managed a large team comprising 
direct sales, telesales, marketing 
communications and pR. During her 
career at Mintel sarah was the key 
influence on strategic New product 
Development. it was sarah’s extensive 
knowledge of the information world 
and the impact of new technologies 
that led her to develop a new business 
model for media monitoring and so 
establish thomson intermedia.
fiona driscoll
non-executive director
fiona Driscoll is Chairman of Health 
lottery ltd and NHs lottery limited. 
she is a non-executive Director of 
HM treasury’s Efficiency programme 
Board, the Home Office’s Bichard 
and iMpACt programme Board 
and DEfRA’s Hampton/Better 
Regulation Board. she sits on thomson 
intermedia’s Audit and Remuneration 
Committees.
BOARD DiRECtORs Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
10
CHiEf ExECUtivE’s REviEw
o verview
total revenue for the year to 30 
April 2008 was up 8% to £17.2 million 
compared to the 12 months to 30 
April 2007. Underlying operating 
profit was £2.0 million, and although 
this was down 10% on the previous 
year, it nevertheless represented an 
underlying growth of 27% discounting 
for one-off ‘development’ revenue.  
following the non cash write-down 
of capitalise development costs 
(£1.5m), the group reported an 
operating loss of £1.1m, down 
from £0.2m operating profit for the 
previous 12 months.
the Company continued to be 
cash generative at an operating 
level and this, combined with a 
more disciplined approach to 
cash management, saw significant 
improvements in net debt, which fell 
from £3.0 million to £2.1 million over 
the year. 
background
since my appointment as Chief 
Executive Officer in October 2007, 
the Company has undergone a 
major transformation. Nothing has 
gone unchallenged and little has 
remained unchanged.  As a result it 
has been a period of extra-ordinary 
change, and i want to thank 
everyone who has been involved 
for their support, dedication and 
enthusiasm in helping to grasp the 
opportunities that surely lie ahead for 
this outstanding company.
this has been a year during which 
we have focused upon introducing 
greater financial discipline, 
eliminated our dependency on 
‘one-off’ projects and returned to 
our core strengths by rebuilding a 
strong recurring revenue stream, 
based upon providing an increasing 
range of services to our large and 
growing client base. 
we have carefully reviewed every 
aspect of the business in order 
to evaluate our strengths and to 
understand our weaknesses.  this 
has formed the basis of our strategic 
thinking for the future, and the fruits 
of this exercise should begin to 
emerge in the year ahead.
specifically, we have reviewed in 
detail:
•	 Our	management	structur e,	with	
the aim of strengthening our depth 
of senior talent and encouraging 
a culture of accountability
•	 Our	systems	and	pr ocesses	for	
managing the business effectively 
and efficiently, with special 
emphasis on ensuring clarity 
of collective and individual 
responsibility
•	 Our	sales	strategy,	structur e	and	
pricing across our diverse product 
base
•	 Our	financial	practices,	with	
particular emphasis on business 
planning, performance 
management, accountability and 
treasury efficiency
•	 Our	data	captur e	and	quality	
control to ensure the best possible 
data output to the market
•	 Our	IT	practices,	structur es	and	
processes, in order to create 
maximum efficiencies with the 
minimum down-time, and to 
ensure timely market delivery of 
both upgrades and new products
•	 Our	‘go	to	market’	strategy	and	
branding in order to present the 
most powerful and relevant face 
to our client audiences
•	 Our	inter national	capabilities,	
to address the need for a wider 
footprint for business expansion
•	 Our	Human	Resour ces	practices,	
in order to improve the way we 
reward, retain, motivate and 
incentivise our people
•	 Our	pr operty	portfolio,	aiming	
at an improvement in cross-
company operations and working 
conditions
As a result of this review the Board 
believe that our company is stronger, 
more focused and ready to deliver 
strong growth in the years ahead.
“tHis HAs BEEN A yEAR 
DURiNg wHiCH wE 
HAvE fOCUsED UpON 
iNtRODUCiNg gREA tER 
fiNANCiAl DisCipliNE” Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
11
markeT da Ta: The currency of The 
media indusTry
we operate in a worldwide advertising market worth over 
$360 billion and a UK market worth almost £8.5 billion. 
As the media landscape diversifies and fragments, driven 
by emerging digital technologies, there is a greater need 
for marketing professionals to have accurate, timely (and 
crucially) independent information, insight and advice. the 
growth of the internet (fuelled by Broadband distribution) 
has transformed the communications market and brought 
about a radical change in the way that people lead their 
lives and an equally big shift in their use of communications 
media.
Digital communications services, led by the internet, have 
conspired with converging technologies to offer a massive 
range of choice to today’s consumers.  social Networking 
on mobile devices is a daily reality and user-generated 
content is already a permanent feature of the media 
landscape. 
the explosion of media choice is rapidly re-distributing the 
time, attention and disposable income of the audiences, 
and advertisers face an enormous challenge in the way 
they connect with their consumers. what is sure is that 
this proliferation of media channels, and the wide range 
of devices on which they are received, means that 
increasingly, media menus are becoming personalised and 
that this has significantly disrupted the traditional ‘media 
consumption’ stereotype upon which so much traditional 
media planning relies.
Data, which allows us to track and respond to consumer 
behaviour, is the hot new currency and although it is in 
plentiful supply, its sheer volume creates its own problems, 
challenging marketers to transform information into 
actionable insights. this represents an enormous opportunity 
for thomson intermedia. Advertisers increasingly need 
integrated and independent ways of navigating a clear 
path through the new media jungle and we are well 
positioned to help them. 
i believe that no other company offers our unique mix of 
capabilities. we have one of the largest – perhaps the 
largest – media databases in the UK; we work with over 
300 advertisers, we already deliver valuable insights direct 
to our clients’ desktops in near real time, and we measure 
and benchmark over £3 billion of media spend, trade and 
consumer promotional investment each year.  this gives us 
a unique perspective, and i believe an unrivalled ability, to 
provide our clients with powerful market insights that can 
drive their businesses success. 
CHiEf ExECUtivE’s REviEw CONtiNUED
“i BEliEvE tHA t NO
OtHER COMpANy 
OffERs OUR UNiQUE
Mix Of CAp ABilitiEs” Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
12
CHiEf ExECUtivE’s REviEw CONtiNUED
markeTing invesTmenT managemenT : sTra Tegic 
realignmenT of our core capabiliTies
in june 2008, i announced that our media monitoring 
platform would take the Billetts’ name to become Billetts 
Media Monitoring (BMM) and be aligned with our two 
other advertising services divisions: Billetts Media Consulting 
and Billetts Marketing sciences. At the same time BMM 
was significantly upgraded to provide advertisers with a 
dedicated and unique monitoring platform that is specific 
to their marketing sector. the depth, accuracy and 
usability of this data platform is without equal, and our 
ability to tailor it to the marketing and media needs of our 
clients is, i believe, unrivalled.
whilst each of the three Billetts business units is an authority 
in its own right, together they create what we believe will 
increasingly become recognised as the best practice 
approach for advertisers. we call it Marketing investment 
Management and it is designed to ensure transparency, 
insight and value throughout the media planning and 
buying process, as well as to provide advertisers with the 
strategic tools they need to help them build effective 
media and marketing plans and gain a demonstrable 
return on their investment. 
in this cluttered and complex market, Billetts’ mission is to 
become the clear source of independent and integrated 
advice for our clients - to sit at their shoulder throughout 
the communications and planning process in order to help 
them:
Understand the competitive environment and in the •	
process fine-tune their own activity and react quickly 
to competitive threats
Keep track of marketing campaigns in terms •	
of advertising appearance, compliance and 
transparency
grow their business by providing unique insights into •	
the key metrics that drive their particular market
Benchmark their media activity and measure both the •	
economy and effectiveness of their media planning 
and buying
Understand their overall return-on-investment from •	
their total communications and promotional activity
Manage their data sources and ensure they feed •	
back into better communication planning and 
greater efficiencies across all media and marketing 
choices
we believe that no other company in our sector has •	
access to so much data and yet can genuinely claim 
to be entirely independent of the buying process. 
leveraging our core asseTs inTo growing 
markeTs 
in the coming months we intend to focus on improving 
and developing the services we provide to our other two 
market audiences: public Relations and publishers.
Our editorial monitoring products aimed at the public 
Relations market - Newslive and Newsmetrics - are a 
growing and important part of our business. today, most 
major corporations are concerned to properly manage 
their image; put more correctly perhaps, their reputation. 
in the world of business, reputation is key and in today’s 
busy and complex media environment, in which blogging 
is increasingly dictating the pace of public opinion, 
tracking what people say about you – good or bad – is a 
crucial business tool.
Both Newslive and Newsmetrics are specialist providers 
of high-speed news monitoring and evaluation services 
delivered on-line in near real time.  they provide 
intelligently selected media coverage and evaluation that 
helps inform strategic planning. 
in addition we plan to further develop our ‘publisher 
services’ business by building upon our successful 
“DAtA, wHiCH AllOws 
Us tO tRACK AND 
REspOND tO CONsUMER 
BEHAviOUR, is tHE HOt 
NEw CURRENCy” Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
13
electronic vouching business.  Electronic vouching 
allows publishers to provide advertisers with proof of 
insertion via a purpose built web based platform helping 
them to create significant efficiencies and cost savings. 
we have recently introduced this product in Holland 
where it has already met with significant success.
inTerna Tional developmenT
Approximately 19% (2007: 13%) of our revenue in 2007/8 
was derived directly or indirectly from international client 
assignments. Of this, 75% are for contracts conducted 
in 10 countries or more. we currently work with over 
30 companies across Europe and Asia to provide our 
international media audit service and in the coming 
year we intend to take steps to strengthen our country 
representation to more closely match the needs of our 
clients. 
last month we entered into exclusive discussions 
with Media value, spain’s newest and most dynamic 
Media Consulting and Auditing Company, with a view 
to acquiring an initial 25% interest and by so doing, 
strengthen our existing presence in this important 
market. Media value was formed last year by senior 
professionals from Accenture/Media Audits, and has 
already built up a significant client list in its own right. 
Billetts’ spanish and portuguese accounts will join Media 
value’s existing business, jointly creating a powerful data 
pool for the spanish media market. 
a new company name To reflecT our unique 
offering
Our future growth will be based on the exploitation 
and development of our key competency as a data 
analytics business. we bring high value insights and 
services to our three target audiences - advertisers, 
publishers and the pR sector. we add value through our 
ability to capture data and convert it into unique insights 
via our suite of algorithms and analytics products. And 
we deliver all of this via a data platform refreshed and 
analysed in near real time.
we now need a new name to signal our new and 
exciting future.
Our current Company name has served us well. there is 
no doubt that the thomson name has great resonance 
in the media business. Unfortunately its strength is also 
its weakness. we are frequently mistaken for the many 
‘thomson’ companies who in some way overlap with 
our market – thomson Directories for example - and 
many that don’t – like thomson Holidays! the recent 
thomson Reuters merger illustrates our frustration – it is 
sufficiently adjacent to be confusing to potential clients, 
and at the same time sufficiently different in what it does 
to inhibit our ability to distinguish our unique company 
capabilities. we are a small company by comparison 
and need a name that is unique and unmistakable; one 
that clearly signals our data and analytics credentials 
and is able to stretch across a number of technology 
enhanced media products and businesses.
i am therefore proud to announce that, subject to 
shareholder approval at our next Annual general 
Meeting in september, we plan to change our company 
name to Ebiquity plc.
i believe it is a name that will allow us to build a growing 
and uniquely attributable share of mind within the 
media community.
CHiEf ExECUtivE’s REviEw CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
14
CHiEf ExECUtivE’s REviEw CONtiNUED
ouTlook
we have taken the first steps necessary to ensure a strong 
foundation for growth but there will be more to do in the 
coming year.  we will continue to invest in growth opportunities 
designed to build upon our strengths as a leader in marketing 
analytics. 
Our primary purpose is to advise our clients on how best to 
create media value – more specifically, how best to ensure 
maximum return on their marketing and media investment. At 
no time is this more relevant or more important than at a time 
of growing concerns about recession. Already a significant 
proportion of our clients are either finance Directors or Heads 
of procurement seeking to set benchmarks or interrogate value. 
Many are sales Directors who look to create greater efficiencies 
from their growing trade promotion budget. And many are 
Marketing Directors who need to make their marketing budgets 
work harder. Billetts Marketing investment Management speaks 
directly to these concerns. Overall, therefore, the Board remain 
cautiously optimistic about the year ahead.
michael greenlees  
chief executive officer
23 july 2008
    Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
15
thomson intermedia plc is publishing its final results for the 12 months ended 30 April 2008.  since the comparative period is a 15 month 
period, this review also contains unaudited proforma figures for the 12 months ended 30 April 2007.
revenue
12 months
ended 30 ApRil 2008
(Audited)
12 months 
ended 30 ApRil 2007
(Rest Ated, unAudited pRofoRmA)
15 months
ended 30 ApRil 2007
(Rest Ated, Audited)
£’000 £’000 £’000
Consultancy services 11,310 9,604 12,168
t echnology & data 5,910 5,716 7,126
Core 17,220 15,320 19,294
development (one off) - 661 896
Total Revenue 17,220 15,981 20,190
 
total group revenue increased by 8% to £17.2 million (2007 – 12 months: £16.0 million) with Core revenue, excluding one-off development 
projects, up by 12% to £17.2 million (2007 – 12 months: £15.3 million).  this growth was driven by Consultancy services where revenue 
increased by 18% to £11.3 million. within this segment, revenue from international audit assignments and marketing sciences projects both 
grew strongly, up by 62% and 30% respectively.  
Despite an encouraging 92% renewal rate (by value), revenue from technology & Data services was up only 3% year on year due to a 
disappointing new business performance. following contract wins in Holland and in UK magazine publishing, revenue from e-vouching 
services for publishers was up 28% year on year.
the Board made the decision to focus on recurring and renewable revenue streams based on our core product and service offerings rather 
than one off software development projects.  this explains the lack of Development revenue in the current year. 
gross profiT
gross profit for the period was £9.0m, yielding a gross margin of 52% (2007 – 15 months: 56%) which has been consistent throughout the 
period.  the margin decrease reflects the lack of one off development income, and the larger percentage of revenue being attributable to 
Consultancy services - and in particular international contracts - which has lower margins than t echnology & Data.
opera Ting profiT
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.  
12 months
ended 30 ApRil 2008
(Audited)
12  months 
ended 30 ApRil 2007
(Rest Ated, unAudited pRofoRmA)
15 months
ended 30 ApRil 2007
(Rest Ated,  Audited)
£’000 £’000 £’000
Consultancy services 1,993 1,463 2,088
t echnology & data 145 220 300
Central costs (121) (92) (84)
Underlying core business operating profit 2,017 1,591 2,304
development (one off) - 642 877
Underlying operating profit 2,017 2,233 3,181
highlighted items (3,140) (2,055) (2,230)
Reported operating (loss) / profit (1,123) 178 951
Consultancy services has performed well with increased revenues from a well managed cost base.
Additional costs incurred in technology & Data did not result in the desired uplift in revenues.  As explained in the Chief Executive’s review, 
this part of the business is subject to a detailed strategic review.
Underlying core business operating profit was £2.0m (2007 – 12 months: £1.6m), representing a 27% increase over the prior 12 month period.
fiNANCiAl REviEw Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
16
f iNANCiAl REviEw CONtiNUED
highlighTed iTems
12 months ended 30 ApRil 2008 15 months ended 30 ApRil 2007
CAsh non-CAsh t ot Al CAsh non-CAsh t ot Al
£’000 £’000 £’000 £’000 £’000 £’000
Recurring:
share based expenses - 99 99 - 347 347
Amortisation of purchased intangibles - 369 369 - 484 484
- 468 468 - 831 831
Non recurring:
Acquisition related (Billetts) - - - 361 - 361
development costs write off - 1,457 1,457 - - -
provision for doubtful debts - - - - 474 474
property costs 548 (90) 458 - 218 218
management restructuring costs 521 - 521 193 - 193
other costs 236 - 236 47 106 153
1,305 1,367 2,672 601 798 1,399
Total highlighted items 1,305 1,835 3,140 601 1,629 2,230
following a comprehensive review of the Company’s priorities in respect of development projects, the group has taken a write-down of 
£1.5 million in respect of capitalised development costs relating to projects that we no longer pursue.  this is an accounting charge, which 
has no impact on the group’s cash flow, now or in the future. 
the property costs of £458,000 relate to the consolidation of the Company’s london operations into one location at t ower Hill and includes 
the cost of exiting our two other london properties in Charing Cross and farringdon. 
the management restructuring costs of £521,000 relate to Board changes implemented in October 2007 together with further restructuring 
following a strategic review.
Other costs relate primarily to liabilities of Billetts that arose from the period prior to its acquisition in August 2005 together with legal costs in 
pursuit of a possible warranty claim.  the Board has decided that it would be an unnecessary deflection of resources to pursue this matter at 
this time.
profiT before T ax and eps
Net finance costs were £250,000 (2007 - 12 months: £353,000) which reflects a decrease in the group’s borrowings over the past twelve 
months.
Underlying profit before tax for the twelve months was flat at £1.8m.  Reported loss before tax was £1.4m (2007 – 12 months: £0.2m loss).
Underlying diluted earnings per share for the twelve months was 4.34p (2007 – 12 months: 5.00p).  Reported diluted loss per share was 4.00p 
(2007 – 12 months: 0.55p).
the Board is not recommending the payment of a dividend, reflecting the high growth nature of the group and the opportunities for further 
development, particularly internationally. 
cash and debT
As At 
30 ApRil 2008 
(Audited) 
 As At
30 ApRil 2007
(Audited)        
£’000 £’000
Cash 1,687 2,105
debt (3,751) (5,057)
Net Debt (2,064) (2,952) Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
17
Net cash from operating activities for the twelve months was £1.8m (2007 – 15 months: £2.0m), reflecting an improved working capital 
performance on an annualised basis.  
During the 12 months, the group invested £335,000 in intangible assets (development work), £797,000 in relation to the property move, and 
incurred £521,000 in relation to management restructuring.  
there has been a strong focus over the last year on improving the processes for cash and working capital management, including debt 
collection, invoicing and supplier payments.  these initiatives have had a significant impact with debtor days down from 95 days as at 30 
April 2007 to 65 days as at 30 April 2008.  the profile of the debtor balances has also improved: as at 30 April 2008, 19% of debtors had been 
outstanding for more than 60 days compared with 32% as at 30 April 2007.
the net debt position as at 30 April 2008 was £2.1 million (2007: £3.0 million), the reduction being due to positive operating cash flow over the 
past twelve months despite significant investment in property and management restructuring.  gross debt was reduced by £1.3 million to 
£3.8 million as £0.9 million was repaid to the bank, and £0.4 million of vendor loan notes were redeemed.
As at 30 April 2008, the group had unutilised banking facilities of £4.1m.
andrew beach 
group finance director
23 july 2008
fiNANCiAl REviEw CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
18
b oard of direcTors
the Board of Directors, which comprises four Executive Directors, three independent Non-Executive Directors, and an independent 
Non-Executive Chairman meets seven times a year.  the Board is responsible for leading and controlling the group.  the four Executive 
Directors and a further six members of senior management comprise the group’s Business Development team, which meets on a weekly 
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 Michael Higgins and comprises the Non-Executive Chairman and 
one 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.
remunera Tion commiTTee
the Remuneration Committee, which meets at least once a year, is chaired by Michael greenlees and comprises two Non-Executive 
Directors. it is responsible for the Executive Directors’ remuneration, other benefits and terms of employment, including performance 
related bonuses and share options.  
nomina Tion commiTTee
given the small size of the Board, 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.
DiRECtORs, BOARD COMMittEEs
AND CORpORA tE gOvERNANCE Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
19
the Directors present their annual report and group audited accounts for the 12 months ended 30 April 2008.
business review and principal acTiviTies
thomson intermedia 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 Officers’ 
Review on pages 10 to 14 set out the full activities of the group.
the loss for the year after taxation amounted to £1,276,000 (15 months to 30 April 2007: £821,000 profit).  full details of the results for the year 
are set out in the financial Review on pages 15 to 17.
business environmenT
the sector in which thomson intermedia 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 Officers’ Review on pages 10 to 14, the group believes that it is well placed to take advantage of these 
market trends. 
sTra Tegy
A review of the group’s strategy is included in the Chief Executive Officers’ Review on pages 10 to 14.
research and developmenT
the group continues to invest in development of products.  this has resulted in some breakthroughs in technology and enhancements of 
existing services that will benefit the group in the medium to long term.  in particular we have significantly upgraded our BMM platform.  
Trading review and fuTure developmenT
A review of the business and future outlook are included in the Chief Executive Officers’ Review on pages 10 to 14.
principal risks and uncer TainTies
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
thomson intermedia 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. t o 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.  further investment in this area is planned for the current year. 
economic cycle
in the event of an economic downturn, overall spending on marketing activity is likely to decline and this may impact on the group’s 
revenues.  However, the group believes that its products and services, which are focused on helping its customers achieve maximum value 
from their marketing spend, will be even more valuable in a recessionary environment.  this should help shield the group from the impact of 
an economic downturn.
DiRECtORs’ REpOR t Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
20
l oss of key sT aff
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.  w ith this risk in mind, key 
staff are subject to financial lock-ins and long term incentive arrangements linked to divisional and group results which are designed to 
reward loyalty and performance.
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.
key performance indica Tors (“kpi s ”)
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:
Kpi 12 months
ended  30 ApRil 2008
15 months 
ended 30 ApRil 2007 
(Rest Ated)
definition, method of CAlCulA tion And AnAlysis
Core revenues (£k) £17,220 £20,190 Revenues from t echnology & data, Consultancy and international 
businesses.  
on an annualised basis the Core business has continued to grow well 
during 2007/8 as a result of organic growth.
underlying operating 
profit (£k)
£2,017 £3,181 Operating profit before highlighted items.
Annualised underlying operating profit was down 10% in 2007/8, re-
flecting the decision to eliminate our dependency on ‘one-off’ projects        
subscriptions 
Renewal Rate (%)
92% 90%
percentage of t echnology & data business (by contract value) which 
has renewed over the previous 12 months. 
The increase in renewal rate reflects continuing high levels of cus-
tomer satisfaction across the t echnology & data business.
net Cash from 
operating Activities (£k)
1,806 2,008 Cash flow before investing and financing activities.  
On an annualised basis, cash flow increased in 2007/8 largely due to 
an improved working capital performance.    
dividends
the Directors do not recommend the payment of a dividend (2007: £nil).
chariT able and poliTical dona Tions
During the year the group made no charitable donations (2007 – 15 months: £1,000) and no political donations (2007: £nil).
crediTor paymenT policy
the group’s policy is to comply wherever possible with any payment terms agreed with suppliers. As at 30 April 2008, the group’s average 
creditor days figure was 57 days (2007: 58 days). the group had £1,555,000 trade creditors at the year end (2007: £1,108,000).
DiRECtORs’ REpOR t CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
21
subsT anTial shareholdings
At 23 july 2008 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.
nA me no. of shARes %
Kabouter management 3,750,000 11.7
herald investment management 3,241,950 10.1
Capital Group 1,968,800 6.1
mark h dixon 1,470,830 4.6
henderson Global investors 1,400,000 4.4
Artemis investment management 1,125,000 3.5
Majedie Asset Management 1,096,600 3.4
financial insTrumenTs
the group’s principal financial instruments comprise bank and loan notes 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 group has financed its business through a term loan and revolving credit facility.  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 23 of the results.
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 informa Tion 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 Directors’ and officers’ liability insurance in respect of its Directors and 
officers and those of its subsidiaries.  this is permitted by section 310(3) of the Companies Act 1985.
sTaTemenT of direcTors’ responsibiliTies
the Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial 
position of the group, for safeguarding the assets of the Company, for taking reasonable steps for the prevention and detection of fraud 
and other irregularities and for the preparation of a Directors’ Report which complies with the requirements of the Companies Act 1985.
the Directors are responsible for preparing the annual report and the financial statements in accordance with the Companies Act 1985.  the 
Directors are also required to prepare financial statements for the group in accordance with international financial Reporting standards 
as adopted by the European Union (ifRss) and the rules of the london stock Exchange for companies trading securities on the Alternative 
investment Market.  the Directors have chosen to prepare financial statements for the Company in accordance with UK generally 
Accepted Accounting practice.
DiRECtORs’ REpOR t CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
22
g roup financial sT aTemenTs
international Accounting standard 1 requires that financial statements present fairly for each financial period the group’s financial 
position, financial performance and cash flows.  this requires the faithful representation of the effects of transactions, other events and 
conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the international 
Accounting standards Board’s ‘framework for the preparation and presentation of financial statements’.  in virtually all circumstances, a fair 
presentation will be achieved by compliance with all applicable ifRss.  A fair presentation also requires the Directors to:
consistently select and apply appropriate accounting policies; •	
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable •	
information; and
provide additional disclosures when compliance with the specific requirements in ifRs is insufficient to enable users to understand the •	
impact of particular transactions, other events and conditions on the entity’s financial position and financial performance. 
p arenT company financial sT aTemenTs
Company law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of 
affairs of the Company and of the profit or loss of the Company for that period.  in preparing these financial statements, the Directors are 
required to: 
•	 select	suitable	accounting	policies	and	then	apply	them	consistently;
•	 pr epar e	the	financial	statements	on	a	going	concer n	basis	unless	it	is	inappr opriate	to	pr esume	that	the	Company	will	continue	in	
business. 
•	 make	judgements	and	estimates	that	ar e	r easonable	and	prudent;	and
•	 state	whether	applicable	accounting	standar ds	have	been	followed,	subject	to	any	material	departur es	disclosed	and	explained	in	the	
financial statements.
financial statements are published on the group’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 
group’s website is the responsibility of the Directors. the Directors’ responsibility also extends to the ongoing integrity of the financial 
statements contained therein.
direcTors
the Directors who held office during the period 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 (appointed 27 september 2007)
paul gladman Chief information officer
Andrew Beach group finance Director (appointed 23 April 2008)
Michael Uzielli group finance Director (resigned 22 february 2008)
stephen thomson  Non-Executive Director 
sarah jane thomson Non-Executive Director 
fiona Driscoll  Non-Executive Director
DiRECtORs’ REpOR t CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
23
direcTors’ inTeresTs
the beneficial interests of Directors, who were Directors at the period end, in the ordinary shares of the Company and options to purchase 
such shares at the beginning and end of the financial year comprised:
n umBeR of oRdinAR y 
shARes
30 ApRil 2008
options
30 ApRil 2008
numBeR of oRdinAR y 
shARes
30 ApRil 2007
options
30 ApRil 2007
michael higgins 64,500 - 24,500 -
michael Greenlees 50,000 1,919,760 - -
nick manning 50,000 1,464,285 - -
paul Gladman 908,804 508,451 878,804 508,451
Andrew Beach 20,000 96,908 - -
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
fiona driscoll  33,316 - 30,523 -
No Director has any direct interest in the shares of any subsidiary company.  there have been no changes in the above Directors’ 
shareholdings between 30 April 2008 and 23 july 2008.   
audiTors
BDO stoy Hayward llp have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the next 
Annual general Meeting. 
 By Order of the Board:
 
andrew beach  
company secretary
23 July 2008
DiRECtORs’ REpOR t CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
24
To The shareholders of Thomson inTermedia plc
we have audited the group and parent Company financial statements (the ‘’financial statements’’) of thomson intermedia plc for the year 
ended 30 April 2008 which comprise the consolidated income statement, the consolidated statement of recognised income and expense, 
the consolidated and company balance sheets, the consolidated cash flow statement and the related notes.  these financial statements 
have been prepared under the accounting policies set out therein.  
respecTive responsibiliTies of direcTors and audiTors
the Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and 
international financial Reporting standards (ifRss) as adopted by the European Union, and for preparing the parent company financial 
statements in accordance with applicable law and United Kingdom Accounting standards (United Kingdom generally Accepted 
Accounting practice) are set out in the statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and international 
standards on Auditing (UK and ireland).
we report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in 
accordance with the Companies Act 1985 and whether the information given in the Directors’ Report is consistent with those financial 
statements.  we also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all 
the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other 
transactions is not disclosed.
we read other information contained in the Annual Report, and consider whether it is consistent with the audited financial statements.  this 
other information comprises only the Chairman’s statement, the Chief Executives’ Review, the financial Review and the Directors’ Report.  
we consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial 
statements.  Our responsibilities do not extend to any other information.
Our report has been prepared pursuant to the requirements of the Companies Act 1985 and for no other purpose.  No person is entitled 
to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of the Companies Act 
1985 or has been expressly authorised to do so by our prior written consent.  save as above, we do not accept responsibility for this report to 
any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
basis of audiT opinion
we conducted our audit in accordance with international standards on Auditing (UK and ireland) issued by the Auditing practices Board.  
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements.  it also 
includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and 
of whether the accounting policies are appropriate to the group’s and Company’s circumstances, consistently applied and adequately 
disclosed.
we planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to 
provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, 
whether caused by fraud or other irregularity or error.  in forming our opinion we also evaluated the overall adequacy of the presentation of 
information in the financial statements.
iNDEpENDENt AUDitORs’ REpOR t Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
25
o pinion
in our opinion:
•	 the	Gr oup	financial	statements	give	a	true	and	fair	view,	in	accor dance	with	IFRSs	as	adopted	by	the	Eur opean	Union,	of	the	state	of	
the group’s affairs as at 30 April 2008 and of its loss for the year then ended;
•	 the	Par ent	Company	financial	statements	give	a	true	and	fair	view,	in	ac cor dance	with	United	Kingdom	Generally	Accepted	
Accounting practice, of the state of the parent Company’s affairs as at 30 April 2008;
•	 the	financial	statements	have	been	pr operly	pr epar ed	in	accor dance	with	the	Companies	Act	1985;	and
•	 the	infor mation	given	in	the	Dir ectors’	Report	is	consistent	with	the	financial	statements.
bdo sToy hayward llp 
chartered accountants and registered auditors 
london
23 July 2008
iNDEpENDENt AUDitORs’ REpOR t CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
26
12 months 
ended  30 ApRil 2008
15 months
ended 30 ApRil 2007
(Rest Ated – note 1)
note £’000 £’000
Revenue 17,220 20,190
Cost of sales (8,261) (8,758)
Gross Profit 8,959 11,432
Administrative expenses – excluding highlighted items (6,942) (8,251)
Administrative expenses – highlighted items 3 (3,140) (2,230)
Total administrative expenses (10,082) (10,481)
Operating profit before highlighted items 4 2,017 3,181
Administrative expenses – highlighted items 3 (3,140) (2,230)
Operating (loss)/profit (1,123) 951
finance income 62 80
finance expenses (312) (473)
Net finance costs (250) (393)
(Loss)/profit before taxation (1,373) 558
t ax income 7 97 263
(Loss)/profit for the period (1,276) 821
Attributable to:
equity holders of the parent (1,276) 770
minority interests - 51
(1,276) 821
(Loss)/earnings per share
Basic 8 (4.00)p 2.46p
diluted 8 (4.00)p 2.37p
the notes on pages 30 to 55 form part of these financial statements.
CONsOliDA tED iNCOME st AtEMENt
fOR tHE twElvE MONtHs ENDED 30 ApRil 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
27
12 months 
ended 
30 ApRil  2008
15 months
ended 30 ApRil 2007
(Rest Ated – note 1)
£’000 £’000
(Loss)/profit for the period (1,276) 821
exchange differences on translation of overseas subsidiary 13 56
deferred tax movement on share based expenses (80) (101)
t otal income and expense recognised directly in equity (67) (45)
Total recognised income and expense for the period (1,343) 776
Attributable to:
equity holders of the Company (1,343) 725
minority interest - 51
(1,343) 776
CONsOliDA tED st AtEMENt Of RECOgNisED 
iNCOME AND ExpENsE
fOR tHE twElvE MONtHs ENDED 30 ApRil 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
28
30 ApRil  2008 30 ApRil 2007
(Rest Ated – note 1)
note £’000 £’000
Non current assets
Goodwill 9 8,754 8,625
other intangible assets 10 2,876 4,432
property, plant & equipment 11 882 610
Investment in joint ventures 12 115 115
deferred tax asset 18 979 895
Total non current assets 13,606 14,677
Current assets
t rade & other receivables 13 5,753 5,715
Current tax assets - 105
Cash & cash equivalents 14 1,687 2,105
Total current assets 7,440 7,925
Total assets 21,046 22,602
Current liabilities
Other financial liabilities 15 (1,951) (2,857)
t rade & other payables 16 (2,273) (2,132)
Current tax liabilities (226) -
provisions 17 (156) (59)
Accruals & deferred income (4,703) (3,995)
Total current liabilities (9,309) (9,043)
Non current liabilities
Other financial liabilities 15 (1,800) (2,200)
provisions 17 (65) (159)
deferred tax liability 18 (667) (825)
Total non current liabilities (2,532) (3,184)
Total liabilities (11,841) (12,227)
Total net assets 9,205 10,375
Capital & reserves
share capital 20 8,035 7,828
share premium 21 1,846 1,840
merger reserve 21 (4,504) (4,504)
t ranslation reserve 21 63 50
Retained earnings 21 3,765 5,161
Capital and reserves attributable to the equity holder of the parent 21 9,205 10,375
minority interest - -
Total equity 9,205 10,375
the financial statements on pages 30 to 55 were approved and authorised for issue by the Board of Directors on 23 july 2008 and were 
signed on its behalf by:
michael greenlees  andrew beach 
director director
CONsOliDA tED BAlANCE sHEEt 
As At 30 ApRil 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
29
12 months 
ended 
30 ApRil  2008
15 months 
ended
30 ApRil 2007
(Rest Ated –  note 1)
£’000 £’000
Cashflows from operating activities
(Loss)/profit before taxation (1,373) 558
Adjustments for:
depreciation 333 414
Amortisation 434 1,120
Capitalised development costs write off 1,457 -
share option charges 99 307
finance income (62) (80)
finance expenses 312 473
1,200 2,792
increase in trade receivables (41) (225)
increase in trade payables 849 112
increase in provisions 3 110
Cash generated from operations 2,011 2,789
finance expenses (312) (473)
income taxes paid 107 (308)
Net cash from operating activities 1,806 2,008
Cashflows from investing activities
purchase of property, plant & equipment (610) (317)
purchase of intangible assets (335) (793)
purchase of investments (128) -
finance income 62 80
Net cash used in investing activities (1,011) (1,030)
Cashflows from financing activities
proceeds from issue of share capital 104 32
proceeds from long term borrowings - 2,000
Repayment of bank loans (863) (375)
loan note settlement (443) (3,218)
Net cashflow used in financing activities (1,202) (1,561)
Net decrease in cash, cash equivalents and bank overdrafts (407) (583)
effect of foreign exchange rate changes (11) (24)
Cash, cash equivalents and bank overdraft at beginning of period 2,105 2,712
Cash, cash equivalents and bank overdraft at end of period (note 14) 1,687 2,105
CONsOliDA tED CAsHflOw st AtEMENt
fOR tHE twElvE MONtHs ENDED 30 ApRil 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
30
1.  accounTing policies
basis of prepara Tion
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 1985 applicable to companies preparing 
their financial statements under Adopted ifRss.
change in year end
in the prior year, the group changed its year-end from 31 january to 30 April in order to better accommodate the commercial needs of 
the group.  in consequence, whereas the current period covers the 12 months to 30 April 2008, the comparatives are for the 15 months 
to 30 April 2007.
change in classifica Tion of business segmenTs
the group has changed the classification of Core revenue into two streams in order to better distinguish between the services that it 
offers to its clients.  this change, which reflects the reality of the business, should provide better transparency for investors and assist the 
Board in its long term growth strategy.  the two new revenue streams are:
technology & Data services: comprising revenue from competitive advertising monitoring, news monitoring and e-vouching, all of •	
which are delivered via online platforms.
Consultancy services: comprising revenue from audit services and marketing effectiveness consultancy, which are delivered by •	
teams of media professionals using proprietary technology solutions and support services.
the comparative figures have been restated to reflect this change.
change in accounTing policies
a. Revenue recognition policy
the group has changed its accounting policy for revenue recognition of e-vouching contracts to recognise revenue evenly over the life 
of the contract period.  previously, revenue recognition was weighted towards the start of the contract to take account of set up time 
and costs.  this change results in revenue being recognised more in line with the delivery of the service.  the prior period comparatives 
have been restated to reflect this change. 
b. New standards, amendments to published standards and interpretations to existing standards effective in 2007 adopted by the 
group
IFRS 7, Financial Instruments and a complementary amendment to IAS 1 Presentation of Financial Statements – capital disclosure 
(effective for accounting periods beginning on or after 1 January 2007).  ifRs 7 requires the disclosure of qualitative and quantitative 
information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity 
risk and market risk. where these risks are deemed material to the group it requires disclosures based on the information used by key 
management. it replaces the disclosure requirements in iAs 32 ‘financial instruments: disclosure and presentation’. 
the amendment to iAs 1 introduces disclosures about the level and management of an entity’s capital.  
the group has applied ifRs 7 and the amendment to iAs 1 to the accounts for the period beginning on 1 May 2007.
ifRiC 8, scope of ifRs 2 (effective for accounting periods beginning on or after 1 May 2006). ifRiC 8 requires consideration of transactions 
involving the issue or grant of equity instruments to establish whether or not they fall within the scope of ifRs 2. it applies to situations 
where the identifiable consideration received is or appears to be less than the fair value of the equity instruments issued. there was no 
impact on the group’s accounts from its adoption.
NOtEs tO tHE fiNANCiAl st AtEMENts Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
31
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED
significanT accounTing policies
the principal accounting policies adopted are set out below.
basis of consolida Tion
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.
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. t o 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. 
Minority interests represents the portion of profit and net assets in subsidiaries that is not held by the group.
business combina Tions
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 re-state 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.  
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. Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
32
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 expenses
finance income and expense represents bank 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.
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 balance sheet date, monetary 
assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet 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 balance sheet 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 balance sheet 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.
Taxa Tion
the tax expense included in the Consolidated 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 balance sheet 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 balance sheet 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	r ecognition	of	goodwill;
•	 the	initial	r ecognition	of	an	asset	or	liability	in	a	transaction	which	is	not	a	b usiness	combination	and	at					the	time	of	the	transaction	
affects neither accounting or taxable profit; and
•	 investments	in	subsidiaries	and	jointly	contr olled	entities	wher e	the	gr oup	is	able	to	contr ol	the	timing	of	the	r eversal	of	the	dif fer ence	
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 balance sheet date.
the amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet 
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.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
33
proper Ty, 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 costs
short leasehold land and buildings improvements over the life of the lease
plant and equipment straight line over 3-10 years
oTher inT angible 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	r esour ces	ar e	available	to	complete	the	development	and	to	use	or	sell	the	asset;
•	 Ther e	is	an	intention	to	complete	the	asset	for	use	or	sale;
•	 The	Gr oup	is	able	to	use	or	sell	the	intangible	asset;
•	 It	is	pr obable	that	the	asset	cr eated	will	generated	futur e	economic	benefits;	and
•	 The	development	cost	of	the	asset	can	be	measur ed	r eliably.
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 1-5 years.  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. the amortisation expense is included 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. in-process research and development 
programmes acquired in such combinations are recognised as an asset even if subsequent expenditure is written off because the criteria 
specified in the policy for development costs above are not met. 
the significant intangibles recognised by the group, their useful economic lives and the methods used to determine the cost of intangibles 
acquired in a business combination are as follows:
int AnGiBle Asset useful eConomiC life Cost method 
media Consulting – customer relationships straight line over 10 years Estimated discounted cash flow
marketing sciences – customer relationships straight line over 5 years Estimated discounted cash flow
mpmA customer relationships straight line over 2 years Estimated discounted cash flow
t rade name straight line over 10 years estimated royalty stream if rights were to be licensed
non-compete agreement straight line over 1.5 years Estimated discounted cash flow of potentially lost revenue
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 cashflows of the cash generating unit to which the asset belongs.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
34
Recoverable amount is the higher of fair value, less costs to sell, and value in use. in assessing value in use, estimated future cashflows 
are discounted to their present value using a discount rate appropriate to the specific asset or cash generating unit.
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 impairment loss had been recognised. 
financial insTrumenTs
Financial assets
the group classifies its financial assets as ‘loans and receivables’.  these assets 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 carried at cost less any 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.
the group has no other classes of financial assets.
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 balance sheet. “interest expense” in this context 
includes initial transaction costs as well as any interest or coupon payable while the liability is outstanding. 
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 balance sheet date, and are discounted to present value where the effect is material.
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 
consolidated 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 balance sheet 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
Defined contribution schemes: Contributions to defined contribution pension schemes are charged to the income statement in the year 
to which they relate.  
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
35
l eased 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
criTical accounTing esTima Tes 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.
Impairment of goodwill and other intangible assets
Determining whether goodwill and other intangibles 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 primarily subject to income taxes in the UK and the Us, and judgement and estimates of future profitability are required to 
determine the groups 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 judgments about future events.  to the extent that the final tax outcome of these matters is different than the amounts 
recorded, such differences will impact income tax expense in the period in which such determination is made.
adopTion of new sT andards and inTerpreT aTions
Certain new standards, amendments to new standards and interpretations have been published that are mandatory to the group’s future 
accounting period but have not been adopted early in these financial statements. these are set out below:
t itle implement Ation AntiCip Ated effeCt on the GRoup
ifRiC 12: service Concession Arrangements periods commencing on or after 1 January 2008 none
ifRiC 13: Customer loyalty programmes periods commencing on or after 1 July 2008 none
IFRIC 14, IAS 19: The Limit on Defined Benefit 
Asset, minimum funding Requirements and their 
interaction 
periods commencing on or after 1 January 2008 none
ifRiC 15: Agreements for the Construction of Real 
estate
periods commencing on or after 1 January 2009 none
ifRiC 16: hedges of a net investment in a foreign 
operation
periods commencing on or after 1 January 2009 management is currently assessing the im-
pact of IFRIC 16 on the financial statements
iAs 1 (Amendment): presentation of financial 
statements – A Revised Approach
periods commencing on or after 1 January 2009 management is currently assessing the im-
pact of IAS 1 on the financial statements
Approach
iAs 23 (Amendment): Borrowing Costs periods commencing on or after 1 January 2009 none
iAs 27 (Amendment): Consolidated and separate 
financial statements
periods commencing on or after 1 July 2009 unlikely to have material impact 
iAs 32 (Amendment): presentation and iAs 1 
presentation of financial statements – puttable 
financial instruments and obligations Arising on 
liquidation
periods commencing on or after 1 January 2009 none
ifRs 2 (Amendment): share-based payment – 
Vesting Conditions and Cancellations
periods commencing on or after 1 January 2009 none
ifRs 3 (Amendment): Business Combinations periods commencing on or after 1 July 2009 none
ifRs 8: operating segments 
periods commencing on or after 1 January 2009 Additional disclosures only
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
36
2.  segmenTal repor Ting
the group offers its clients a range of media information products and services.  these products and services were considered under a 
number of criteria (including nature of the products and services, type or class of clients, methods of distribution and supply), and it was 
concluded that the following segments generally have separate risks and returns:
Technology & Data Services - comprising revenue from competitive advertising monitoring, news monitoring and e-vouching, all of which 
are delivered via online platforms.
Consultancy Services - comprising revenue from audit services and marketing effectiveness consultancy, which are delivered by teams of 
media professionals using proprietary technology solutions and support services.
Development – projects leading to the creation of new revenue streams and/or the enhancement of existing revenue streams.
Primary reporting format – business segments
12 months ended 30 April 2008 
t eChnoloGy & dA t A Consult AnCy
seRViCes
CentRAl t ot Al ContinuinG 
opeRA tions
£’000 £’000 £’000 £’000
Revenue
external 5,910 11,310 - 17,220
Total revenue 5,910 11,310 - 17,220
Result
Operating profit/(loss) before highlighted items
145
1,993 (121) 2,017
highlighted items - administrative expenses (1,925) (769) (446) (3,140)
Operating profit/(loss) (1,780) 1,224 (567) (1,123)
finance income 62
finance expenses (312)
loss before tax (1,373)
t ax income 97
Loss (1,276)
Other information
segment assets 2,574 17,359 998 20,931
investments in equity method associates/JVs - - 115 115
Consolidated total assets 2,574 17,359 1,113 21,046
segment liabilities (5,983) (2,672) (3,186) (11,841)
Consolidated total liabilities (5,983) (2,672) (3,186) (11,841)
Capital expenditure on PP&E and IFAs 632 6 307 945
Depreciation of PP&E (266) (67) - (333)
Amortisation of intangible fixed assets (66) (368) - (434)
Other non-cash expenses
     - foreign exchange 10 31 (2) 39
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
37
15 months ended 30 April 2007 (Restated)
t eChnoloGy  
& dAt A
Consult AnCy 
seRViCes
deVelopment CentRAl t ot Al 
ContinuinG 
opeRA tions
£’000 £’000 £’000 £’000 £’000
Revenue
external 7,126 12,168 896 - 20,190
Total revenue 7,126 12,168 896 - 20,190
Result
Operating profit before highlighted items 300 2,088 - 793 3,181
highlighted items - administrative expenses (1,836) - (394) - (2,230)
Operating (loss)/profit (1,536) 2,088 (394) 793 951
finance income 80
finance expenses (473)
Profit before tax 558
t ax income 263
Profit 821
Other information
segment assets 5,581 16,266 - 640 22,487
investments in equity method associates/JVs - - - 115 115
Consolidated total assets 5,581 16,266 - 755 22,602
segment liabilities (4,861) (2,756) - (4,610) (12,227)
Consolidated total liabilities (4,861) (2,756) - (4,610) (12,227)
Capital expenditure on PP&E and IFAs 1,066 45 - - 1,110
Depreciation of PP&E (314) (103) - - (417)
Amortisation of intangible fixed assets (636) - - (484) (1,120)
Other non-cash expenses
     - foreign exchange (1) (30) - (77) (108)
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
38
Secondary reporting format – geographical segments
the groups business segments operate in 4 main geographical areas.  the home country of the group is the United Kingdom.  
 12 months to 30 ApRil 2008 15 months to 30 ApRil 2007
exteRnAl
ReVenue By 
loCA tion of 
CustomeRs
t ot Al Assets 
By loCA tion 
of Assets
CApit Al
expendituRe
By loCA tion
of Assets
exteRnAl 
ReVenue By 
loCA tion of 
CustomeRs
t ot Al Assets 
By loCA tion 
of Assets
CApit Al
expendituRe
By loCA tion 
of Assets
£’000 £’000 £’000 £’000 £’000 £’000
united Kingdom 13,993 20,555 939 16,601 22,119 1,092
Rest of europe
663 108 1 1,405 -  -
north America 1,978 383 5 1,534 483 18
Rest of world 586 - - 650 - -
Total 17,220 21,046 945 20,190 22,602 1,110
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.
12 months ended  30 ApRil 2008 15 months ended  30 ApRil 2007
CAsh non-CAsh t ot Al CAsh non-CAsh t ot Al
£’000 £’000 £’000 £’000 £’000s £’000
Recurring:
share based expenses - 99 99 - 347 347
Amortisation of purchased intangible assets
- 369 369 - 484 484
- 468 468 - 831 831
Non recurring:
Acquisition related (Billetts) - - - 361 - 361
development costs write off - 1,457 1,457 - - -
provision for doubtful debts - - - - 474 474
property costs 548 (90) 458 - 218 218
management restructuring costs 521 - 521 193 - 193
other costs 236 - 236 47 106 153
1,305 1,367 2,672 601 798 1,399
Total highlighted items 1,305 1,835 3,140 601 1,629 2,230
following a comprehensive review of the Company’s priorities in respect of development projects, the group has taken a write-down 
of £1.5 million in respect of capitalised development costs relating to projects that we no longer pursue.  this is an accounting charge, 
which has no impact on the group’s cash flow, now or in the future. 
the property costs of £458,000 relate to the consolidation of the Company’s london operations into one location at t ower Hill and 
includes the cost of exiting our two other london properties in Charing Cross and farringdon. 
the management restructuring costs of £521,000 relate to Board changes implemented in October 2007 together with further 
restructuring following a strategic review.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
39
Other costs relate primarily to liabilities of Billetts that arose from the period prior to its acquisition in August 2005 together with legal costs in 
pursuit of a possible warranty claim.  the Board has decided that it would be an unnecessary deflection of resources to pursue this matter at 
this time.
4.  opera Ting profiT
Operating profit is stated after charging:
12 months
to 30 ApRil 2008
15 months
to 30 ApRil  2007
£’000 £’000
operating lease rentals 
    - motor vehicles 21 27
    - land and buildings 451 555
    - plant and equipment - 5
depreciation – owned assets 333 413
Amortisation of capitalised development costs 66 636
Amortisation of purchased intangible assets 369 484
development costs - expensed 50 -
foreign exchange (gain)/loss (39) 108
income from sub-lease (22) -
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:
12 months
to 30 ApRil 2008
15 months
to 30 ApRil 2007
£’000 £’000
fees payable to the company’s auditors for the audit of the parent company and
consolidated financial statements
5 4
fees payable to the company’s auditors and its associates for other services:
     - the audit of the company’s subsidiaries, pursuant to legislation 71 54
     - other taxation services 15 11
     - other services 11 47
102 116
5.  employee informa Tion
the average number of employees of the group, including Executive Directors, was as follows:
2008 2007
no. no.
sales and marketing 96 87
information technology development 18 17
production 103 104
Administration 15 16
directors 8 8
240 232
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
40
All employee costs (with the exception of employees of overseas subsidiaries) were borne by thomson intermedia Associates ltd.  staff 
costs for all employees, including Executive Directors, consist of:
 12 months
ended 30 ApRil 2008
15 months
ended 30 ApRil 2007
£’000 £’000
Wages and salaries 7,948 9,201
social security costs 879 982
pension costs 171 156
share options charge 99 553 
9,097 10,892
direcTors’ emolumenTs
12 months
ended 30 ApRil 2008
15 months
ended 30 ApRil 2007
£’000 £’000
michael higgins 68 68
michael Greenlees
1
185 1
nick manning
2
129 -
david t rendle
3
- 240
michael uzielli
4
119 10
Andrew Beach
5
2 -
paul Gladman 160 188
stephen thomson 97 156
sarah Jane thomson 95 156
fiona driscoll 36 38
891 857
1   changed from non executive officer to chief executive officer on 10 October 2007 
2   commenced employment on 27 september 2007 
3   terminated employment on 30 April 2007 
4   terminated employment on 22 february 2008 
5   appointed Director on 23 April 2008
No Directors were part of a company pension scheme as at 30 April 2008 (2007: nil).  Contributions totalling £37,000 (2007: £2,000) were 
made to Directors’ private pension schemes (£nil to the highest paid Director) during the year.  No performance bonuses were paid to 
Directors (2007: nil).
6.  finance income and expenses
 12 months
ended 30 ApRil 2008
 15 months
ended 30 ApRil 2007
£’000 £’000
Bank interest 62 80
Finance income 62 80
Bank loans and overdrafts interest 304 349
loan note interest 8 124
Finance expenses 312 473
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
41
7.  Taxa Tion
 12 months
ended 30 ApRil 2008
 15 months
ended  30 ApRil 2007
£’000 £’000
UK tax
Current year 108 60
prior year 115 -
223 60
Foreign tax
Current year - 19
t otal current tax 223 79
Deferred tax
origination and reversal of temporary differences (202) (69)
Rate change 22 -
prior year (140) (273)
(320) (342)
Total tax income (97) (263)
the difference between tax as charged in the financial statements and tax at the nominal rate is explained below:
 12 months
ended 30 ApRil 2008
 15 months
ended 30 ApRil 2007
(Rest Ated – note 1)
£’000 £’000
(Loss)/profit before tax (1,373) 558
Corporation tax at 30% (412) 167
non deductible taxable expenses 98 14
previously unrecognised deferred tax asset assessed as recoverable at the 
end of the period
- (273)
overseas tax rate differential - (2)
overseas losses unrecognised 55 -
Capital allowances (26) 20
Additional deduction for R&d expenditure - (139)
prior year amortisation of other intangibles - (49)
effect of rate change 22 -
under provision of current and prior year tax (156) -
other timing differences 322 (33)
t otal tax income (97) (263)
tax rates changed on 1 April 2008 from 30% to 28%, however the above calculations have been based on the 30% rate that prevailed for 
the majority of the year.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
42
8.  earnings per share
the calculation of the basic and diluted earnings per share is based on the following data:
 12 months
ended 30 ApRil 2008
15 months
ended 30 ApRil 2007
(Rest Ated –  note 1)
£’000 £’000
(Loss)/earnings for the purpose of basic earnings per share being net profit attributable to 
equity holders of the parent
(1,276) 770
Adjustments:
deferred tax (320) (342)
highlighted items – recurring
1
467 831
highlighted items – non recurring
1
2,673 1,399
earnings for the purpose of underlying earnings per share 1,544 2,658
number of shares:
Weighted average number of ordinary shares for the purpose of basic earnings per share 31,877,389 31,299,591
effect of dilutive potential ordinary shares
share options
2
3,671,496 1,185,915
Weighted average number of ordinary shares for the purpose of diluted earnings per share 35,548,885 32,485,507
Basic (loss)/earnings per share (4.00)p 2.46p
Diluted (loss)/earnings per share
2
(4.00)p 2.37p
Underlying basic earnings per share 4.84p 8.49p
Underlying diluted earnings per share 4.34p 8.14p
Highlighted items (see note 3). 1. 
Note that certain share options have been excluded from the calculation of diluted Eps as their exercise price is greater than the 2. 
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.  1,387,379 (2007: 297,647) share options have not been included within the diluted earnings per 
share calculation at 30 April 2008 as they are anti-dilutive for the periods presented.  these shares could potentially dilute earnings 
per share in the future.
there have been no movement in shares since the balance sheet date.
9.  goodwill
£’000
Cost
At 1 february 2006 8,924
Adjustment to cost (299)
At 30 April 2007 8,625
Additions 129
At 30 April 2008 8,754
During the year, the group purchased an additional 15% of its Us subsidiary’s share capital from one of the minority shareholders.  this 
took the group’s holding in the entity to 95%.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
43
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 cash flow forecasts, and these are consistent with the business 
acquisitions plans.  the cash flows have been discounted at 10%.  No impairment of goodwill was recognised in 2008 (2007: £nil).
10.  oTher inT angible asseTs
CApit Alised
 deVelopment 
Costs
puRChAsed 
int AnGiBle 
Assets
t ot Al 
int AnGiBle 
Assets
£’000 £’000 £’000
Cost
At 1 february 2006 2,695 3,395 6,090
Additions 793 - 793
At 1 may 2007 3,488 3,395 6,883
Additions 335 - 335
Write off (3,251) - (3,251)
At 30 April 2008 572 3,395 3,967
Amortisation
At 1 february 2006 (1,169) (162) (1,331)
provision for the period
(636) (484) (1,120)
At 1 may 2007 (1,805) (646) (2,451)
provision for the year (66) (368) (434)
Write off 1,794 - 1,794
At 30 April 2008 (77) (1,014) (1,091)
net book value
At 30 April 2008 495 2,381 2,876
At 30 April 2007 1,683 2,749 4,432
At 31 January 2006 1,526 3,233 4,759
the write off follows a comprehensive review of certain development projects (see note 3).
Amortisation is charged within 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 int AnGiBles Cost At
ACquisition
CuRRent
CARRyinG VAlue
useful 
eConomiC life
RemAininG peRiod 
of AmoR tisA tion
£’000 £’000 yeARs yeARs
media Consulting customer relationships 2,859 2,097 10 7.5
marketing sciences customer relationships 271 126 5 2.5
mpmA customer relationships 43 - 2 -
t rade name 215 158 10 7.5
non-compete 7 - 1.5
-
Total 3,395 2,381
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
44
11.  proper Ty, planT and equipmenT
motoR
VehiCles
fixtuRes, 
fittinGs And 
equipment
ComputeR 
equipment
shoR t leAsehold 
lAnd And BuildinGs 
impRoVements
plAnt And 
equipment
t ot Al
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 february 2006 1 740 1,341 145 126 2,353
Additions - 29 288 - - 317
t ransfers - (20) (43) 163 (100) -
At 1 may 2007 1 749 1,586 308 26 2,670
Additions - 178 242 190 - 610
disposals - (96) (82) (308) (126) (612)
t ransfers - (238) 138 - 100 -
At 30 April 2008 1 593 1,884 190 - 2,668
Depreciation
At 1 february 2006 - 521 913 127 86 1,647
Charge for the period - 99 287 11 16 413
t ransfers - (11) (17) 114 (86) -
At 1 may 2007 - 609 1,183 252 16 2,060
Charge for the year 1 38 238 46 10 333
disposals - (92) (81) (308) (126) (607)
t ransfers - (212) 97 15 100 -
At 30 April 2008 1 343 1,437 5 - 1,786
Net Book Value
At 30 April 2008 - 250 447 185 - 882
At 30 April 2007 1 140 403 56 10 610
At 31 January 2006 1 219 428 18 40 706
No assets are held under finance leases.
12.  invesTmenTs
Joint Ventures
Joint VentuRes
£’000
At 1 february 2006 122
Adjustment to purchase price (7)
At 30 April 2007 115
Share of profit -
At 30 April 2008 115
the investment in joint ventures relates to the group’s 50% fixed capital investment in thomson Media Control gmbh & Co Kg (tMC), a 
media consulting business incorporated in Baden-Baden, germany.  tMC is currently in its start up phase and is currently loss making.  in 
accordance with the contractual arrangement, the group is not required to fund losses of the joint venture, but will share in profits once 
tMC has cumulative profits.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
45
Subsidiaries
At 30 April 2008 the Company had interests in the following subsidiary undertakings:
s uBsidiAR y undeR t AKinG CountR y of
inCoRpoRA tion
ClAss of shARe
CApit Al held
diReCt indiReCt nAtuRe of
Business
thomson intermedia Associates limited england and Wales ordinary £1 100% -
t echnology and media 
monitoring business
BCmG limited england and Wales ordinary £1 100% - holding company
Billetts media Consulting limited england and Wales ordinary £1 100% - media consultants
Billetts international limited england and Wales ordinary £1 100% - media consultants
Billetts marketing sciences limited england and Wales ordinary £1 100% - marketing consultants
Barsby Rowe limited england and Wales ordinary £1 - 100% non-trading
Billetts Consulting limited england and Wales ordinary £1 100% - holding company
BCmG Acquisitions limited england and Wales ordinary £1 - 100% holding company
Billetts media management limited england and Wales ordinary £1 - 100% dormant
the Billetts Consultancy limited england and Wales ordinary £1 - 100% dormant
Billetts limited england and Wales ordinary £1 - 100% non-trading
Baystar limited england and Wales ordinary £1 - 100% non-trading
BCmG us inc us ordinary $1 100% - holding company
Billetts America llC us ordinary $1 - 95% media consultants
thomson intermedia spain, s.l. spain ordinary €1 100% - media consultants
13.  Trade and oTher receivables
 30 ApRil 2008 30 ApRil 2007
£’000 £’000
t rade and other receivables due within one year
t rade receivables 3,069 4,739
less provision for doubtful debts (17) (574)
net trade receivables 3,052 4,165
other receivables 337 65
prepayments & accrued income 2,364 1,485
5,753 5,715
the Directors consider that the carrying amount of receivables and prepayments are reasonable approximations of their fair value.
14.  cash and cash equivalenTs
30 ApRil 2008 30 ApRil 2007
£’000 £’000
Cash & cash equivalents 1,687 2,105
1,687 2,105
the group has a legally enforceable right of set off for cash and cash equivalents and bank overdrafts with the Bank of scotland.  
Cash and cash equivalents earn interest at between 0% and 4.5%.  
Significant non-cash transactions
As mentioned in note 3, following a comprehensive review of development projects, £1.5m of capitalised development costs were written 
off during the year.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
46
15.  oTher financial liabiliTies
30 ApRil 2008 30 ApRil 2007
£’000 £’000
Current
Bank borrowings 1,900 2,363
loan notes 51 494
1,951 2,857
Non current
Bank borrowings 1,800 2,200
1,800 2,200
Total borrowings 3,751 5,057
Bank borrowings comprise a Bank of scotland term loan of £3,000,000 (of which £2,200,000 remains outstanding at 30 April 2008) and a 
£5,600,000 revolving credit facility (of which £1,500,000 was the total amount drawn down as at 30 April 2008) with a maturity date of july 
2012.  Repayments are made on a quarterly basis over the 7 years following drawdown.  these bear variable interest of liBOR plus 1.5% 
plus mandatory costs.  the mandatory costs relate to standard banking industry practice of continual assessment of the group’s ratios.  the 
margin rate of 1.5% may be lowered from 3 August 2006 depending on the company’s net borrowings to EBitDA ratio.  this was lowered 
to 1.25% from November 2006 and then to 1% from November 2007.  the undrawn amount of the revolving credit facility is liable to a fee 
at 0.6% (which may be lowered in line with the term loan interest depending on the company’s net borrowing to EBitDA ratio), and from 
November 2006 was lowered to 0.5%.  the group may elect to prepay all or part of the term loan subject to a break fee, by giving 5 business 
days notice.  All or part of the undrawn amount can be cancelled with 5 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 subsidiary companies with the exception of the Us subsidiaries.
the loan notes were issued on 8 August 2006, and will be redeemed in full on 31 August 2008, together with accrued interest.  loan note 
holders are entitled to redeem all or part of their holdings at any point between 8 february 2007 to 31 August 2008, together with accrued 
interest.  interest is payable half-yearly in arrears on 31 March and 30 september in each year with the first payment being made on 30 
september 2006.  the rate of interest payable is a rate equal to the Bank of England minimum lending rate.  Of the principal amount issued 
of £3,712,000, £3,660,428 had been redeemed by 30 April 2008.
Bank of scotland have issued a guarantee in respect of the principle of the loan notes, for which a fee is paid at 1.5% of the outstanding 
amount.
16.  Trade and oTher payables
30 ApRil 2008 30 ApRil 2007
£’000 £’000
t rade payables 1,555 1,108
other taxation & social security 493 861
other creditors 225 163
2,273 2,132
the Directors consider that the carrying amount of trade and other payables are reasonable approximations of their fair value.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
47
17.  provisions 
o neRous leAse dilApidA tions t ot Al
£’000 £’000 £’000
At 1 may 2007
Current 59 - 59
non current 159 - 159
218 - 218
increase/(decrease) in provision (89) 155 66
utilisation of provision (13) (50) (63)
At 30 April 2008 116 105 221
Current 51 105 156
non current 65 - 65
the onerous property lease obligation relates to a property that the group vacated during the financial year for which there is a shortfall 
between head lease costs and sub lease income.  the provision will be fully utilised by August 2010, the date of the next break clause.
the dilapidations provision is also associated with the group’s office relocation.  this provision relates to two properties that the group 
vacated during the period.  this provision is expected to be fully utilised by August 2010.
18.  deferred T ax 
int AnGiBle 
Assets
shARe BAsed 
pAyment
tAx 
losses
otheR timinG 
diffeRenCes
t ot Al
             £’000 £’000 £’000 £’000 £’000
At 1 february 2006  (1,478) 501 910 - (67)
Charge/(credit) to income 147  -     59      32 238
Charge/(credit) to equity -       (101) - - (101)
At 30 April 2007 (1,331) 400 969 32 70
Charge/(credit) to income 530 (273) 67 (4) 320
Charge/(credit) to equity - (80) - - (80)
At 30 April 2008 (801) 47 1,036 28 310
Certain deferred tax assets and liabilities have been offset.  the following is the analysis of the deferred tax balance (after offset) for the 
financial reporting purposes:
30 ApRil 2008 30 ApRil 2007
£’000 £’000
deferred tax assets 979 895
deferred tax liabilities (667) (825)
312 70
At the balance sheet date, the group had unused tax losses of £3,699,531 available for offset against future profits.  A deferred tax asset of 
£1,036,000 (2007: £969,000) has been recognised in respect of such losses.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
48
19.  opera Ting leases
Operating leases - lessee
the group had future minimum lease payments under non-cancellable operating leases at 30 April 2008 and 30 April 2007 which expire as 
follows:
30 ApRil 2008 30 ApRil 2007
lAnd And BuildinGs otheR lAnd And BuildinGs otheR
£’000 £’000 £’000 £’000
Within one year 757 18 379 21
Between one and five years 2,562 14 391 19
After five years 483 - - -
             3,802 32 770 40
Operating leases - lessor
During the period, the group vacated one of its properties prior to the end of the lease term.  this property was sub-let in january 2008.  
since the rents receivable over the lease term are contracted to be less than the obligation to the head lessor an onerous lease provision 
has been recognised (note 17).  the sub-lease rental income for the period to 30 April 2008 was £21,834.
the minimum rent receivables under non-cancellable operating leases are as follows:
30 ApRil 2008
£’000
Within one year 95
Between one and five years 99
194
20.  share capiT al
30 ApRil 2008 30 ApRil 2007
£’000 £’000
Authorised
40,000,000 ordinary shares of 25p each 10,000 10,000
Allotted, called up and fully paid
30 April 2008 (32,139,435 ordinary shares - 25p each)            8,035
30 April 2007 (31,310,258 ordinary shares - 25p each)            7,828
Ordinary shares carry voting rights and are entitled to share in the profits of the company (dividends).
At the period end 478,671 shares were held by the EsOp.
the movement in share capital relates to shares issued to satisfy share options exercised during the period.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
49
 21. reconcilia Tion of ToT al equiTy
s hARe 
CApit Al
shARe
pRemium
meRGeR 
ReseRVe
tRAnslA tion 
ReseRVe
Ret Ained 
eARninGs
t ot Al minoRity 
inteRest
t ot Al
             £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
1 february 2006 as previously reported 7,823 8,869 (4,504) (6) (2,333) 9,849 (108) 9,741
Prior year adjustment - - - - (330) (330) - (330)
1 February 2006 as restated 7,823 8,869 (4,504) (6) (2,663) 9,519 (108) 9,411
issue of shares 5 27 - - (47) (15) - (15)
share premium reduction - (7,056) - - 7,056 - - -
Profit for the period as restated* - - - - 770 770 51 821
t ransfer to reserves - - - - (57) (57) 57 -
share options charge (net of deferred tax) - - - - 203 203 - 203
deferred tax movement - - - - (101) (101) - (101)
Currency translation differences - - - 56 - 56 - 56
30 April 2007 as restated (Note 1) 7,828 1,840 (4,504) 50 5,161 10,375 - 10,375
issue of shares 207 6 - - (130) 83 - 83
Profit for the period - - - - (1,276) (1,276) - (1,276)
share options charge (net of deferred tax) - - - - 99 99 - 99
deferred tax movement - - - - (80) (80) - (80)
Currency translation differences - - - 13 (9) 4 - 4
30 April 2008 8,035 1,846 (4,504) 63 3,765 9,205 - 9,205
the share premium reserve shows the amount subscribed for share capital in excess of nominal value.
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 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.
the retained earnings reserve shows the cumulative net gains and losses recognised in the consolidated income statement.
* the profit for the 15 months ended 30 April 2007 was restated by £163,000 due to a change in the revenue recognition policy for the 
group’s e-vouching contracts (see note 1).  
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
50
22.  share based paymenTs
the total number of shares under option at the period end was 5,058,875 (2007: 1,483,382).
n o. of options exeRCise pRiCe (penCe) dAtes When exeRCisABle
476 105 5 may 2003 to 5 may 2010
400,000 25 31 october 2005 to 31 october 2012
140,471 46 5 may 2007 to 5 may 2014
400,293 nil 26 march 2007 to 7 January 2015
15,000 88 22 september 2007 to 22 september 2014
12,627 198 7 July 2008 to 7 July 2015
4,376 229 2 may 2009 to 2 may 2016
7,000 207 29 June 2009 to 29 June 2016
73,811 210 25 July 2009 to 25 July 2016
50,984 228 18 october 2009 to 18 october 2016
17,543 114 24 July 2010 to 24 July 2017 
114,285 88 1 october 2010 to 1 october 2017
119,760 84 10 october 2010 to 10 october 2017
73,529 34 24 January 2011 to 24 January 2018
304,117 34 17 march 2011 to 17 march 2018
1,575,000 25 31 october 2009 to 1 April 2018
1,575,000 25 30 April 2011 to 1 April 2018
174,603 32 23 April 2011 to 23 April 2018
 
Options held by Directors are shown in the Directors Report.  During the current period 3,480,953 share options were granted to directors.  No 
share options were exercised by directors during the year.  Options were granted under Enterprise Management incentive (EMi) provisions 
and section B (Unapproved) of the 2000 executive share option scheme.  All options are equity settled.  there are no performance criteria 
attached to the EMi scheme with the exception of the options granted on 1 April 2008.  the performance conditions attached to the 
options granted on this date are as follows:
Market Conditions
the options were divided into 2 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 days period during the Measurement period (the period beginning 30 April 
2011 and ending 31 October 2011).
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 October 2011).
the 2000 executive scheme includes an element of group performance criteria (these represented 376,764 of the outstanding share options 
at the current period end and 455,142 at 30 April 2007).  the performance criteria have been met.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
51
the following share options were outstanding at 30 April 2008 and 30 April 2007:
30 ApRil 2008 30 ApRil 2007
numBeR of 
shARe options
WeiGhted AVeRAGe 
exeRCise pRiCe 
(penCe)
numBeR of 
shARe options
WeiGhted AVeRAGe 
exeRCise pRiCe
(penCe)
outstanding at beginning of period 1,483,382 42 1,408,334 26
Granted during the period 4,036,824 32 207,772 219
exercised during the period (350,506) 18 (20,000) 25
forfeited during the period (110,825) 144 (112,724) 175
Outstanding at the end of the period 5,058,875 33 1,483,382 42
Exercisable at the end of the period 956,240 19 1,120,323 13
the weighted average share price at the date of exercise for share options exercised during the period was 90p (2007: 219p).  the options 
outstanding at the end of the period have a weighted average remaining contractual life of 8.6 years (2007: 6.6 years), with a range of 
exercise prices being between nil and 229p.
During the period, share options were granted with a weighted average fair value of 16p (2007: 122p).  these fair values (with the exception 
of options that are subject to market based performance conditions) were calculated using the Black-scholes model with the following 
inputs:
30 ApRil 2008 30 ApRil 2007
Weighted average share price 37p 217p
exercise price 30p 219p
expected volatility
1
66% 82%
option life 3 years 3 years
Risk-free interest rates 6% 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.
23.  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 instruments.
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:
•	Cr edit	risk 
•	Market	risk 
	 •	Inter est	rate	risk 
	 •	Curr ency	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, and all of its financial liabilities are in the category of other financial liabilities measured at amortised cost.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
52
Financial assets
Loans and receivables 
30 ApRil 2008 30 ApRil 2007
£’000 £’000
Current financial assets
t rade and other receivables 5,753 5,715
Cash and cash equivalents 1,687 2,105
7,440 7,820
Financial liabilities 
Financial liabilities measured at amortised cost
30 ApRil 2008 30 ApRil 2007
£’000 £’000
Current financial liabilities
t rade and other payables 1,780 1,271
loans and borrowings 1,900 2,363
loan notes 51 494
3,731 4,128
Non current financial liabilities
loans and borrowings 1,800 2,200
5,531 6,328
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 client 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 clients are reputable and well-established businesses.  when the credit worthiness of a 
new client is in doubt, credit limits and payment terms are established and authorised by the finance Director.  the group will suspend the 
services provided to clients 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. Debtors reports are reviewed and analysed on a 
weekly basis.  trade receivables are analysed by the ageing and value of the debts. Clients 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 balance sheet date.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
53
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:
             t ot Al pAst due +30 dA ys pAst due +60 dA ys
£’000 £’000 £’000
At 30 April 2008 1,381 805 576
At 30 April 2007 2,277 947 1,330
the following is an analysis of the group’s provision against trade receivables:
30 ApRil 2008 30 ApRil 2007
GRoss VAlue pRoVision CARRyinG 
VAlue
GRoss 
VAlue
pRoVision CARRyinG 
VAlue
£’000 £’000 £’000 £’000 £’000 £’000
t rade receivables 3,069 17 3,052 4,739 574 4,165
3,069 17 3,052 4,739 574 4,165
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 2008 30 ApRil 2007
£’000 £’000
opening balance 574 145
increase in provisions - 457
Written off against provisions (326) (28)
Recovered amount reversed (231) -
Closing balance 17 574
Market risk
Market risk arises from the group’s use of interest bearing, tradable and foreign currency financial instruments.  there is 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 overdrafts, bank loans, revolving credit facility and loan notes.  
interest rate risk is mitigated through the use of floating- to fixed-interest rate swaps.  On 31 january 2008, the group entered into a floating- 
to fixed-rate swap over its term loan which will expire in july 2012.  whilst this is an economic hedge of the cash flow risk, the group does not 
apply hedge accounting.
As at 30 April 2008 the group had no material exposure to interest rate risk.
Currency risk
in certain circumstances, clients are billed in currencies other than the local currency and some purchasing takes place with overseas 
suppliers who bill in their local currency.  As at 30 April 2008 the group had no material foreign currency exposures.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
54
there are no material financial liabilities that are in a currency other than pounds sterling.  the currency profile of the financial assets at 30 
April 2008 is as follows:
CAsh And CAsh equiVAlents GRoss tRAde ReCeiVABles
2008 2007 2008 2007
£’000 £’000 £’000 £’000
pounds sterling 1,026 1,478 2,614 4,315
us dollar 428 496 137 235
euros 233 131 318 189
1,687 2,105 3,069 4,739
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.  there exists a risk that the group will encounter difficulty in meeting 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 draw down facility with the Bank of scotland (see note 15) to manage any unexpected short-
term cash shortfalls.  At 30 April 2008, £4,100,000 is undrawn.  the facility expires in july 2012 at which point drawn down amounts will be 
repayable.
the following table illustrates the contractual maturity analysis of the group’s financial liabilities.
Within one yeAR one to fiVe yeARs t ot Al
£’000 £’000 £’000
At 30 April 2008
   t rade and other payables 2,273 - 2,273
   loan notes 51 - 51
   Bank loans and overdrafts 1,900 1,800 3,700
Total financial assets 4,224 1,800 6,024
At 30 April 2007
   t rade and other payables 2,132 - 2,132
   loan notes 494 - 494
   Bank loans and overdrafts 2,363 2,201 4,564
Total financial assets 4,989 2,201 7,190
Capital disclosures
the group considers its capital to comprise of its ordinary share capital, share premium, 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.  Refer to note 21 for a breakdown of 
the group’s capital.
24.  rela Ted par Ty TransacTions
the ultimate controlling party of the group is thomson intermedia plc (incorporated in the United Kingdom).  the group has a related party 
relationship with its subsidiaries (note 12), joint venture (note 12), key management personnel, and with close family members of these 
individuals.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
55
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 2008 30 ApRil 2007
£’000 £’000
Short-term employee benefits 884 753
Termination benefits - 104
884 857
there were no post-employment or other long-term benefits.  the share based payments charge in relation to directors for the 12 months to 
30 April 2008 was £40,890 (2007: £275,000).
Transactions with joint venture
the group received no licence fee income (2007: £367,000) from tMC, the group’s joint venture, and no licence fee income is expected 
from this joint venture in future periods.  Other than limited cross selling of products, there were no other related party transactions between 
the group and its joint venture.  there were no amounts due from tMC at 30 April 2008 (2007: £13,000).
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
56
30 ApRil 2008 30 ApRil 2007
note £’000 £’000
Fixed assets
investments 5 18,025 17,271
Current assets
debtors 6 374 325
Cash at bank and in hand 5 5
379 330
Creditors: amounts falling due within one year 7 (1,951) (2,857)
Net current liabilities (1,572) (2,527)
Total assets less current liabilities 16,453 14,744
Creditors: amounts falling due after one year 8 (5,803) (4,539)
Accruals and deferred income 9 (46) (53)
Total assets less liabilities 10,604 10,152
Capital & Reserves
share capital 11 8,035 7,828
share premium 13 1,820 1,813
other reserve 13 746 746
Profit and loss account 13 3 (235)
Shareholders’ funds 12 10,604 10,152
the financial statements on pages 57 to 62 were approved and authorised for issue by the Board of Directors on 23 july 2008 and were 
signed on its behalf by:
Michael Greenlees   Andrew Beach 
Director Director
COMp ANy BAlANCE sHEEt
As At 30 ApRil 2008 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
57
1.  accounTing policies
basis of prepara Tion
the separate financial statements of the Company are presented as required by the Companies Act 1985.  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 estimated, 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 are determined by an independent financial advisor 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. •	
the value payable on loan notes issued will be derived from the results of the earn out period. •	
financial instruments are initially and subsequently recorded at cost. •	
Detailed information in respect of financial instruments is included in the group ifRs financial statements.
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.
All transactions involving foreign exchange gains and losses are dealt with through the profit and loss as and when they arise.
NOtEs tO tHE fiNANCiAl st AtEMENts Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
58
f inance 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 sT aTemenT
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.
rela Ted par Ty TransacTions
in accordance with fRs 8 Related party Disclosures, the Company is exempt from disclosing transactions with entities that are part of the 
thomson intermedia 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.
2.  company resul Ts for The period
the Company has taken advantage of the exemption allowed under section 230 of the Companies Act 1985 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 £312,000 (2007: £473,000). 
3.  opera Ting profiT
Auditor remuneration
fees for the audit of the Company are £1,000 (2007: £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 thomson intermedia Associates 
limited.
4.  employee informa Tion
2008 2007
no. no.
directors 7 6
All employee costs are borne by thomson intermedia Associates limited.
5.  invesTmenTs
£’000
Cost and net book value
At 1 may 2007 17,271
Additions 754
At 30 April 2008 18,025
the addition relates to legal costs in relation to the investment in thomson intermedia spain, s.l. (£103,000) and the Uitf 44 ‘group and 
treasury share t ransactions’ adjustment (£651,000).
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
59
At 30 April 2008 the Company had interests in the following undertakings:
u ndeR t AKinG CountR y of
inCoRpoRA tion
ClAss of shARe 
CApit Al held
diReCt indiReCt nAtuRe of Business
thomson intermedia Associates limited england and Wales ordinary £1 100% -
t echnology and media
monitoring business
BCmG limited england and Wales ordinary £1 100% - holding company
Billetts media Consulting limited england and Wales ordinary £1 100% - media consultants
Billetts international limited england and Wales ordinary £1 100% - media consultants
Billetts marketing sciences limited england and Wales ordinary £1 100% - marketing consultants
Barsby Rowe limited england and Wales ordinary £1 - 100% non-trading
Billetts Consulting limited england and Wales ordinary £1 100% - holding company
BCmG Acquisitions limited england and Wales ordinary £1 - 100% holding company
Billetts media management limited england and Wales ordinary £1 - 100% dormant
the Billetts Consultancy limited england and Wales ordinary £1 - 100% dormant
Billetts limited england and Wales ordinary £1 - 100% non-trading
Baystar limited england and Wales ordinary £1 - 100% non-trading
BCmG us inc us ordinary $1 100% - holding company
Billetts America llC us ordinary $1 - 95% media consultants
thomson intermedia spain, s.l. spain ordinary €1 100% - media consultants
6.  debTors
2008 2007
£’000 £’000
other debtors 20 -
deferred tax asset 354 325
374 325
7.  crediTors: amounTs falling due wiThin 1 year
2008 2007
£’000 £’000
loan notes 51 494
Bank loans 1,900 2,363
1,951 2,857
8.  crediTors: amounTs falling due afTer 1 year 
2008 2007
£’000 £’000
Bank loans - between 2 and 5 years 1,800 2,200
Amounts due to subsidiaries 4,003 2,339
5,803 4,539
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. 
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
60
9.  accruals and deferred income
2008 2007
£’000 £’000
Accruals 46 53
 
10.  deferred T ax
s hARe BAsed p Ayments
             £’000
At 1 february 2006 221
Credit to profit and loss 104
At 30 April 2007 325
Credit to profit and loss 29
At 30 April 2008 354
11.  share capiT al
 £’000
Authorised
At 1 may 2007 and 30 April 2008: 40,000,000 ordinary shares of 25p each 10,000
Allotted, called up and fully paid
At 1 may 2007 (31,310,258 ordinary shares - 25p each) 7,828
issued during the period (829,177 ordinary shares - 25p each) 207
At 30 April 2008 (32,139,435 ordinary shares - 25p each) 8,035
12.  reconcilia Tion of movemenT in shareholders funds
2008 2007
£’000 £’000
opening shareholders’ funds 10,152 10,382
deferred tax movement - 221
Restated opening shareholders’ funds 10,152 10,603
issue of shares 207 5
share premium 7 -
t ransfer from esop reserve (130) -
Loss for the financial period (312) (763)
share options credit 29 307
UITF 44 adjustment 651 -
Closing shareholders’ funds 10,604 10,152
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
61
13.  reserves
             shARe pRemium otheR ReseRVe pRofit And loss ACCount
            £’000 £’000 £’000
At 1 may 2007 1,813 746 (235)
Loss for the financial period - - (312)
share premium 7 - -
share options credit - - 29
UITF 44 adjustment - - 651
esop - - (130)
At 30 April 2008 1,820 746 3
the EsOp exists to hold shares which will be issued to employees upon exercise of share options.  these all relate to share options granted to 
employees.  As at balance sheet date the EsOp holds 478,671 with a market value of 32 pence per share. 
14.  share-based paymenTs
the total number of shares under option at the period end was 5,058,875 (2007: 1,483,382).
n o. of options exeRCise pRiCe (penCe) dAtes When exeRCisABle
476 105 5 may 2003 to 5 may 2010
400,000 25 31 october 2005 to 31 october 2012
140,471 46 5 may 2007 to 5 may 2014
400,293 nil 26 march 2007 to 7 January 2015
15,000 88 22 september 2007 to 22 september 2014
12,627 198 7 July 2008 to 7 July 2015
4,376 229 2 may 2009 to 2 may 2016
7,000 207 29 June 2009 to 29 June 2016
73,811 210 25 July 2009 to 25 July 2016
50,984 228 18 october 2009 to 18 october 2016
17,543 114 24 July 2010 to 24 July 2017
114,285 88 1 october 2010 to 1 october 2017
119,760 84 10 october 2010 to 10 october 2017
73,529 34 24 January 2011 to 24 January 2018
304,117 34 17 march 2011 to 17 march 2018
1,575,000 25 31 october 2009 to 1 April 2018
1,575,000 25 30 April 2011 to 1 April 2018
174,603 32 23 April 2011 to 23 April 2018
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 £100,000 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.
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.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
62
Options held by directors are shown in the Directors Report.  During the current period 3,480,953 share options were granted to directors.  No 
share options were exercised by directors during the year.  Options were granted under Enterprise Management incentive (EMi) provisions 
and section B (Unapproved) of the 2000 executive share option scheme.  All options are equity settled.  there are no performance criteria 
attached to the EMi scheme with the exception of the options granted on 1 April 2008.  the performance conditions attached to the 
options granted on this date are as follows:
Market Conditions
the options were divided into 2 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 days period during the Measurement period (the period 
beginning 30 April 2011 and ending 31 October 2011).
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 October 2011).
the 2000 executive scheme includes an element of group performance criteria (these represented 376,764 of the outstanding share options 
at the current period end and 455,142 at 30 April 2007).  the performance criteria have been met.
the following share options were outstanding at 30 April 2008 and 30 April 2007:
30 ApRil 2008 30 ApRil 2007
numBeR of 
shARe options
WeiGhted AVeRAGe 
exeRCise pRiCe 
(penCe)
numBeR of
shARe options
WeiGhted AVeRAGe 
exeRCise pRiCe
(penCe)
outstanding at beginning of period 1,483,382 42 1,408,334 26
Granted during the period 4,036,824 32 207,772 219
exercised during the period (350,506) 18 (20,000) 25
forfeited during the period (110,825) 144 (112,724) 175
outstanding at the end of the period 5,058,875 33 1,483,382 42
exercisable at the end of the period 956,240 19 1,120,323 13
the weighted average share price at the date of exercise for share options exercised during the period was 90p (2007: 219p).  the options 
outstanding at the end of the period have a weighted average remaining contractual life of 8.6 years (2007: 6.6 years), with a range of 
exercise prices being between nil and 229p.
During the period, share options were granted with a weighted average fair value of 16p (2007: 122p).  these fair values (with the exception 
of options that are subject to market based performance conditions) were calculated using the Black-scholes model with the following 
inputs:
30 ApRil 2008 30 ApRil 2007
Weighted average share price 37p 217p
exercise price 30p 219p
expected volatility
1
66% 82%
option life 3 years 3 years
Risk-free interest rates 6% 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.
NOtEs tO tHE fiNANCiAl st AtEMENts CONtiNUED Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
63
NOtiCE Of MEEtiNg 
Thomson inTermedia plc
(Registered in England No.3967525)
noTice of annual general meeTing
Notice is hereby given that the Annual general Meeting of thomson intermedia plc (“the Company”) will be held at 2
nd
  floor, the Registry, 
Royal Mint Court, london, EC3N 4QN, at 10am on 8 september 2008 for the following purposes:
ordinary business
to consider and, if thought fit, pass resolutions 1 to 8 as ordinary resolutions:
to receive and adopt the Annual Report and Accounts for the year ended 30 April 2008. 1. 
to approve the Directors’ Remuneration Report for the year ended 30 April 2008. 2. 
that fiona Driscoll, who retires by rotation pursuant to Article 122 of the Company’s Articles of Association and who, being eligible, 3. 
offers herself for re-election, be re-elected as a Director.
that sarah jane thomson, who retires by rotation pursuant to Article 122 of the Company’s Articles of Association and who, being 4. 
eligible, offers herself for re-election, be re-elected as a Director.
that the appointment of Nick Manning as a Director, such appointment having occurred after the conclusion of the last Annual 5. 
general Meeting of the Company, be approved and confirmed.
that the appointment of Andrew Beach as a Director, such appointment having occurred after the conclusion of the last Annual 6. 
general Meeting of the Company, be approved and confirmed.
that BDO stoy Hayward llp be reappointed as Auditors of the Company to hold office from the conclusion of this meeting until the 7. 
conclusion of the next general Meeting at which accounts are laid before the Company.
to authorise the Directors to determine the remuneration to the Auditors. 8. 
special business 
to consider and, if thought fit, pass resolutions 9 and 10 as ordinary resolutions and resolutions 11 to 13 as special resolutions:
9. that the Directors be and they are generally and unconditionally authorised to exercise all powers of the Company to allot relevant 
securities (within the meaning of section 80 of the Companies Act 1985) up to an aggregate nominal amount of £1,965,141, provided 
that this authority shall expire at the conclusion of the Annual general Meeting of the Company in 2009 or 15 months following the 
passing of this resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which 
would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of 
such an offer or agreement as if the authority conferred by this resolution had not expired; and all previous such authorities shall cease 
to have effect.
10. 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 2009 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.
11. that the Directors be and they are hereby empowered to allot equity securities (within the meaning of section 94(2) of the Companies 
Act 1985) pursuant to the authority conferred by resolution 9 set out in the notice of meeting of which this resolution forms part, as if 
section 89(1) of the Act did not apply to such allotment, provided that this power shall expire on the conclusion of the Annual general 
Meeting of the Company in 2009 or 15 months following the passing of this resolution, whichever is the earlier, and shall be limited to: Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
64
i) the allotment of equity securities in connection with any rights issue or other issue or offer by way of rights (including without 
limitation, under an open offer or similar arrangement) to holders of equity securities (as so defined), in proportion to their 
respective entitlements to such equity securities, subject to such exclusions or arrangements as the Directors shall deem 
necessary or expedient in relation to fractional entitlements or legal problems under the laws of any territory or the requirements 
of any relevant regulatory body or any stock exchange in any territory; and
ii) the allotment of equity securities for cash (otherwise than pursuant to paragraph (i) above) up to an aggregate nominal amount 
of £401,743; 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 may allot equity securities in pursuance of such an offer or agreement 
as if the authority conferred by this resolution had not expired; and all previous such authorities shall cease to have effect.
12. that the Articles of Association produced at the meeting and initialled by the chairman of the meeting for the purpose of identification 
be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
13. that the Company name be changed to Ebiquity plc.
By order of the Board   Registered Office:
Andrew Beach  2
nd
 floor, the Registry
Company secretary     Royal Mint Court
8 August 2008    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 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 2
nd
 floor, the Registry, Royal Mint Court, london, EC3N 4QN 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.
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 2
nd
 floor, the Registry, Royal Mint 
Court, london, EC3N 4QN 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 7 August 2008 (being the last day prior to the publication of this Notice) the Company’s issued share capital consists of 32,139,435 
ordinary shares, carrying one vote each.  therefore, the total voting rights in the Company as at 7 August 2008 are 32,139,435.
NOtiCE Of MEEtiNg CONtiNUED  Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
65
ExplANA tORy NOtEs tO tHE NOtiCE Of
ANNUAl gENERAl MEEtiNg
the notes on the following pages give an explanation of the proposed resolutions. 
Resolutions 1 to 10 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. Resolutions 11 to 13 are proposed as special resolutions. this means that for each of those resolutions 
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 2008 
together with the independent Auditor’s report on those accounts.
Resolution 2: Directors’ Remuneration Report
the Directors are required to seek the separate approval of the shareholders for the Directors’ Remuneration Report which is contained within 
the Company’s Accounts.  the Remuneration Committee, which assisted the Directors in the preparation of the Report, has unanimously 
approved the Directors’ Remuneration Report and the Directors have also unanimously approved the Report.
Resolutions 3 to 6: Election and Re-election of Directors
since the Annual general Meeting in 2007, Nick Manning and Andrew Beach have both been appointed as Directors of the Company. in 
accordance with the Articles of Association, they must each offer themselves for re-election at the next Annual general Meeting. in addition, 
fiona Driscoll 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 9 of the Company’s Annual Report and Accounts for the year ended 
30 April 2008.
Resolution 7: Re-appointment of the Auditor
the Directors are proposing the re-appointment of BDO stoy Hayward llp as auditor to the Company. 
Resolution 8: Re-appointment of the Auditor
it is normal practice for a Company’s Directors to be authorised to fix the Auditor’s remuneration and shareholders’ approval to do so is sought 
in this resolution.
Resolution 9: Authority to allot shares
this resolution is to renew the general authority to allot shares given to the Board at the 2007 Annual general Meeting. the resolution will give 
the Board the authority to allot up to 7,860,564 ordinary shares of 25 pence each. this represents the unissued but authorised ordinary share 
capital as at the date of this notice. 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 2009.  it is the Directors’ intention to seek renewal of this 
authority annually.
Resolution 10: Political Donations
Neither the Company nor any of its subsidiaries have made any donations to political parties in the European Union (“EU”) in 2007/8 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 10 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 2009, or, if earlier, 15 months after the date of the passing of this 
resolution.  Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
66
Resolution 11: Allotment of shares for cash 
if equity securities (as defined by section 94 of the Companies Act 1985) are to be allotted and are to be paid for in cash, section 89(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 1985 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 11 
asks shareholders to do this, but only for equity securities having a maximum aggregate nominal value of £401,743 (which includes the sale 
of any treasury shares) which is equivalent to approximately 5% of the Company’s issued ordinary share capital 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 11, 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 2009 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.
Resolution 12: Adoption of new articles of association 
it is proposed in resolution 12 to adopt new Articles of Association (the “New Articles”) in order to update the Company’s current Articles of 
Association (the “Current Articles”) primarily to take account of changes in UK company law brought about by the Companies Act 2006. 
the principal changes introduced in the New Articles are summarized in the Appendix. the New Articles, showing all the changes to the 
Current Articles, are available for inspection as described below.
Resolution 13: Change of Company name
it is proposed in resolution 13 to change the Company name from thomson intermedia plc to Ebiquity plc.  the reason for the change is 
explained on page 13 of the Company’s Annual Report and Accounts for the year ended 30 April 2008.
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 and 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	dir ectors’	service	contracts	
•	Copies	of	letters	of	appointment	of	the	non-executive	dir ectors	
•	 A	 copy	 of	 the	 pr oposed	 new	 articles	 of	 association	 of	 the	 Company,	 and	 a	 copy	 of	 the	 existing	 articles	 of	 association	 marked	 to	 show	 the	
changes being proposed in resolution 12
recommenda Tion
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.  Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
67
explana Tory noTes of principal changes To The company’s ar Ticles of associa Tion
1. Articles which duplicate statutory provisions 
provisions in the Current Articles which replicate provisions contained in the Companies Act 2006 are in the main to be removed in the New 
Articles. this is in line with the approach advocated by the government that statutory provisions should not be duplicated in a company’s 
constitution. Certain examples of such provisions include provisions as to the form of resolutions, the variation of class rights, the requirement to 
keep accounting records and provisions regarding the period of notice required to convene general meetings. 
2. Form of resolution 
the Current Articles contain a provision that, where for any purpose an ordinary resolution is required, a special or extraordinary resolution 
is also effective and that, where an extraordinary resolution is required, a special resolution is also effective. this provision is being removed 
as the concept of extraordinary resolutions has not been retained under the Companies Act 2006. further, the remainder of the provision is 
reflected in full in the Companies Act 2006.
3. Variation of class rights 
the Current Articles contain provisions regarding the variation of class rights. the proceedings and specific quorum requirements for a meeting 
convened to vary class rights are contained in the Companies Act 2006. the relevant provisions have therefore been removed in the New 
Articles. 
4. Convening extraordinary and annual general meetings 
the provisions in the Current Articles dealing with the convening of general meetings and the length of notice required to convene general 
meetings are being removed in the New Articles because the relevant matters are provided for in the Companies Act 2006. in particular an 
extraordinary general meeting to consider a special resolution can be convened on 14 days’ notice whereas previously 21 days’ notice was 
required.
5. Votes of members 
Under the Companies Act 2006, proxies are entitled to vote on a show of hands whereas under the Current Articles proxies are only entitled to 
vote on a poll. the time limits for the appointment or termination of a proxy appointment have been altered by the Companies Act 2006 so 
that the articles cannot provide that they should be received more than 48 hours before the meeting or in the case of a poll taken more than 
48 hours after the meeting, more than 24 hours before the time for the taking of a poll, with weekends and bank holidays being permitted to 
be excluded for this purpose. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a 
different share held by the shareholder. the New Articles reflect all of these new provisions. 
6. Conflicts of interest 
the Companies Act 2006 sets out Directors’ general duties which largely codify the existing law but with some changes. Under the Companies 
Act, from 1 October 2008 a Director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly 
may conflict with the Company’s interests. the requirement is very broad and could apply, for example, if a Director becomes a director of 
another company or a trustee of another organisation. the Companies Act 2006 allows directors of public companies to authorise conflicts 
and potential conflicts, where appropriate, where the Articles of Association contain a provision to this effect. the Companies Act 2006 also 
allows the Articles of Association to contain other provisions for dealing with Directors’ conflicts of interest to avoid a breach of duty. the New 
Articles give the Directors authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in 
a similar way to the current position. 
there are safeguards which will apply when Directors decide whether to authorise a conflict or potential conflict. first, only Directors who have 
no interest in the matter being considered will be able to take the relevant decision, and secondly, in taking the decision the Directors must 
act in a way they consider, in good faith, will be most likely to promote the Company’s success. the directors will be able to impose limits or 
conditions when giving authorisation if they think this is appropriate. 
it is the Board’s intention to report annually on the Company’s procedures for ensuring that the Board’s powers of authorisation of conflicts are 
operated effectively and that the procedures have been followed. 
7. Notice of board meetings 
Under the Current Articles, when a Director is abroad he can request that notice of directors’ meetings are sent to him at a specified address 
AppENDix Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
68
and if he does not do so he is not entitled to receive notice while he is away. this provision has been removed, as modern communications 
mean that there may be no particular obstacle to giving notice to a director who is abroad. it has been replaced with a more general 
provision that a director is treated as having waived his entitlement to notice, unless he supplies the Company with the information necessary 
to ensure that he receives notice of a meeting before it takes place. 
8. Records to be kept 
the provision in the Current Articles requiring the Board to keep accounting records has been removed as this requirement is contained in the 
Companies Act 2006. 
9. Distribution of assets otherwise than in cash 
the Current Articles contain provisions dealing with the distribution of assets in kind in the event of the Company going into liquidation. these 
provisions have been removed in the New Articles on the grounds that a provision about the powers of liquidators is a matter for insolvency 
law rather than the Articles and that the insolvency Act 1986 confers powers on the liquidator which would enable it to do what is envisaged 
by the Current Articles. 
10. Electronic and web communications 
provisions of the Companies Act 2006 which came into force in january 2007 enable companies to communicate with members by electronic 
and/or website communications. the New Articles continue to allow communications to members in electronic form and, in addition, they also 
permit the Company to take advantage of the new provisions relating to website communications. Before the Company can communicate 
with a member by means of website communication, the relevant member must be asked individually by the Company to agree that the 
Company may send or supply documents or information to him by means of a website, and the Company must either have received a 
positive response or have received no response within the period of 28 days beginning with the date on which the request was sent. the 
Company will notify the member (either in writing, or by other permitted means) when a relevant document or information is placed on the 
website and a member can always request a hard copy version of the document or information. 
11. Directors’ indemnities and loans to fund expenditure 
the Companies Act 2006 has in some areas widened the scope of the powers of a company to indemnify Directors and to fund expenditure 
incurred in connection with certain actions against directors. in particular, a company that is a trustee of an occupational pension scheme 
can now indemnify a director against liability incurred in connection with the company’s activities as trustee of the scheme. in addition, the 
existing exemption allowing a company to provide money for the purpose of funding a director’s defence in court proceedings now expressly 
covers regulatory proceedings and applies to associated companies. 
12. Borrowing Powers
the borrowing powers in the New Articles are being amended to allow borrowings to be made up to a maximum of the greater of (a) four 
times the adjusted capital and reserves of the Company and (b) £20,000,000. this replaces the previous power which was linked solely to 
adjustable capital.
13. Remuneration of Directors
the New Articles increase the maximum total amount which is payable per year in fees to non-executive Directors from £100,000 to £250,000. 
the Board is proposing that this increase be made in order to give ‘headroom’ for future increases without having to make further revisions to 
the Articles.
14. Ordinary and Special Business
it is no longer necessary under the Companies Act 2006 to distinguish between ordinary and special business. therefore the description of 
types of business in the Current Articles which constitute ordinary or special business has been removed. future notices of meeting will refer 
only to ordinary and special resolutions.
15. President
the Current Articles contain provision for the appointment of an honorary “president” of the Company. No person is currently appointed 
to this position and the Board does not have any intention to make such an appointment. the Board believes the position of “president” is 
unnecessary and potentially confusing and not in keeping with current corporate governance best practice and the relevant article has 
therefore not been included in the New Articles. Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
69
16. Scrip Dividends
where a “scrip dividend” is paid by a company, previously it was the practice to require that where the share capital fell within certain provisions 
of the trustee investments Act 1961, a nominal cash dividend had to be retained and shareholders could not be offered the opportunity to 
take a scrip dividend entirely in the form of new shares. Developments in law and practice mean that this is no longer automatically the case 
and the Board is proposing the deletion of the relevant restriction in the New Articles.
17. Age Limit on Directors
the provisions of the Companies Act 1985 requiring shareholder approval for the appointment to the board of a public company of any 
director aged 70 or over, have been repealed by the Companies Act 2006. Accordingly the relevant Article is removed from the New 
Articles.
18. General 
generally the opportunity has been taken to bring clearer language into the New Articles.  Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
70 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
71
Thomson inTermedia plc
(Registered in England No. 3967525 and hereinafter referred to as ‘the Company’)
form of proxy for use at the Annual general Meeting to be held at 2
nd
 floor, the Registry, Royal Mint Court, london EC3N 4QN on 8 
september 2008 at 10am.
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 indicate with an ‘x’ 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* DISCRETIOnAR y* 
1 t o receive and approve the Audited Annual Report and Accounts for the year 
ended 30 April 2008
2 t o receive and approve the directors’ Remuneration Report for the year 
ended 30 April 2008
3 t o re-elect fiona driscoll
4 t o re-elect sarah Jane thomson
5 To confirm/approve the appointment of nick Manning
6 To confirm/approve the appointment of Andrew Beach
7 t o re-appoint Bdo stoy hayward as Auditors
8  t o authorise the directors to determine the remuneration of the Auditors
9 General authority to allot shares
10 political donations to political parties
11 disapplication of pre-emption rights 
12  Adoption of the Articles of Association 
13  Change the name of the Company to ebiquity plc
* 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  ……………………………………………………………….
Notes
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 1. 
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 proxy form which may be used to make such appointment 
and give proxy instructions accompanies this notice.
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, 2. 
under which it is signed, or a notarially certified copy of such authority, must be deposited at the Company’s registered office, thomson intermedia plc, 2
nd
 floor, 
the Registry, Royal Mint court, london, EC3N 4QN, 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.
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 3. 
under its common seal or signed on its behalf by a duly authorised officer or attorney of the company.
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 4. 
of the other joint holders.
Any alterations made to this form should be initialled.   5. 
fORM Of pROxy Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
72 Thomson Intermedia Plc  Annual Report and Accounts 12 months ended 30 April 2008
73 Thomson intermedia plc 
The Registy  Royal Mint Court  London  EC3N 4QN 
T +44 (0) 20 7650 9600  F  +44 (0) 20 7650 9650  W www.thomson-intermedia.com 
Company Registered Number 3967525
THOMSON INTERMEDIA PLC
ANNUAL REPORT AND ACCOUNTS
12 MONTHS ENDED 30 APRIL 2008