Annual Report and Accounts 2007 Contents	
Highlights	 01 •	
Chairman’ s	statement	 02 •	
Chief	Executive’ s	report	 03 •	
Board	of	Directors	 05 •	
Directors’	report	 06 •	
Report	on	Corporate	Governance	 08 •	
Report	of	the	Independent	 A uditors	 10 •	
Consolidated	Profit	and	Loss	 Account	 12 •	
Consolidated	Statement	of	 T otal		 •	
Recognised	Gains	and	Losses		 13
Consolidated	Balance	sheet	 14 •	
Company	Balance	sheet	 15 •	
Consolidated	Cashflow	statement	 16 •	
Notes	to	the	 Accounts	 17 •	
Company	information	 36	 •	
Mediasur face	is	a	leading	international
provider	of	 W eb	Content	Management
software	and	related	services.
Mediasur face	generates	tangible	business	
benefits	for	its	customers	by	allowing	them		
to	leverage	all	their	structured	and	
unstructured	information	online .
Mediasur face	helps	organisations	reduce		
the	risks, 	costs	and	lead	time	to	deploy	and		
run	their	online	channels.
Mediasur face	remains	at	the	forefront	of	
innovation	and	continually	invests	in	R&D		
for	the	benefit	of	its	customers	and	partners. Turnover increased • 
 - Overall by 17% to £11.28 million (2006: £9.67 million)
 -  On a pre-acquisition basis Turnover increased 5%
Annual value of contracted support revenues • 
of £4.26 million including the addition of £1.0 million 
in Immediacy (2006: £2.50 million)
Reported EBITDA loss before FRS20 Share Option • 
charges of £1.30m (2006: proﬁ t of £0.97 million)
The loss reported includes Pepperio losses of £1.06m • 
Cash of £1.78 million as at 30th September 2007 • 
(2006: £1.08 million)
Continued investment in software development • 
of £1.15 million (2006: £1.37 million)
Released a new version of Mediasurface Morello 5.5 • 
in January 2007 and 5.6 in August 2007
Further leveraged beneﬁ t of Indian R&D centre • 
Highlights
Turnover increased by 17 per cent to £11.28 million.
Annual value
of support
revenue of 
£4.26 million.
Continued 
investment 
in software 
development 
of £1.15 million.
01
Mediasurface plc   Annual Report and Accounts 2007
MD2243– AR07 AW02.indd   1 MD2243– AR07 AW02.indd   1 26/2/08   13:49:32 26/2/08   13:49:32 Immediacy has enjoyed 
signiﬁ cant growth.
The Group achieved revenues 
of £11.28 million (2006: £9.67 million), up 
17 per cent. compared to last year including 
the acquisition of Immediacy Limited. 
The Group reported an EBITDA loss excluding 
non-cash exceptional items of £1.30 million 
(2006: proﬁ t £0.96 million) for the full year. 
During the year, the Group lost £1.06 million on 
providing the Pepperio roll-out. Excluding this 
investment and the investment in US expansion, 
the Group was break-even at EBITDA level.
As at 30th September 2007 the Group had
£1.78 million (2006: £1.08 million) in cash 
excluding a three year term loan due 
of £1.90 million (2006: £nil).
In July 2007, the Group concluded the 
acquisition of Immediacy Limited which added 
a new product to the Group’s product portfolio 
addressing the medium sized enterprise market. 
The business has enjoyed signiﬁ cant growth in 
this market sector and this continued to be the 
case post-acquisition, reporting results slightly 
ahead of expectations during the last quarter.
Morello had a mixed year. Having enjoyed 
a proﬁ table ﬁ rst half, reporting signiﬁ cant wins 
at the Foreign and Commonwealth Ofﬁ ce and 
Ofﬁ ce of Fair Trading, the second half proved to 
be more challenging. The Group had anticipated 
that the launch of Microsoft Ofﬁ ce SharePoint 
Server (MOSS) 2007 would be a disruptive 
event in the Morello market and to counter this 
developed an innovative MOSS Connector to 
allow customers to leverage MOSS content in 
Morello. The Group experienced extended sales 
cycles whilst customers digested 
the merits of MOSS 2007 who eventually 
concluded that the Microsoft product did 
not meet the needs of Enterprise Content 
Management. In addition, sales opportunities 
in the Group’s ﬁ nancial vertical were also 
delayed by the turmoil in the Financial Markets 
toward the end of our ﬁ nancial year. As a 
consequence, Morello revenues grew by a 
modest 5 per cent. compared to last year. 
In line with stated policy, earnings for the 
foreseeable future will be reinvested to ﬁ nance 
the growth of the Group and acquisition 
strategy. Consequently the Directors do not 
recommend the payment of a dividend.
(2006: £Nil) 
 
The Board is now conﬁ dent that the Group’s 
prospects are much improved as a result of the 
cost savings made. We now have every reason 
to believe that further progress will be achieved 
based on an encouraging start to the new 
ﬁ nancial year.
In conclusion, I would like to express my 
appreciation to all the management, staff 
and shareholders for their continued 
support during the year. 
MICHAEL JACKSON
CHAIRMAN
18th Febuary 2008
Group prospects are 
much improved.
The Group acheived revenues
of £11.28 million, up 17 per cent.
Chairman’s statement
02
Mediasurface plc   Annual Report and Accounts 2007
Chairman’s statement
FOR THE YEAR ENDED 30th September 2007
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characterised by two very different halves to 
the year. In the ﬁ rst half the Company delivered 
revenues of £6.06 million and an EBITDA of 
£0.47 million. This was based on continued 
strong sales successes around the major 
Morello product line, coupled with exceptionally 
strong demand for professional services and a 
growing pre-contracted maintenance annuity 
stream. During the ﬁ rst half, the business 
enjoyed a number of high proﬁ le, high value 
new business sales wins including the Foreign 
and Commonwealth Ofﬁ ce, the Ofﬁ ce of Fair 
Trading and VRT, a major Belgian broadcaster. 
The second half of the year was much more 
challenging for the core Morello business. The 
professional services and maintenance revenue 
streams remained very strong with continued 
high demand for services and continued 
growth in the pre-contracted revenues for 
maintenance. The company ended the year 
with an annualised pre-contracted run rate of 
£3.26 million (2006: £2.50 million) for the Morello 
maintenance stream. The situation in Morello 
licence sales was however much more difﬁ cult. 
There were two principal contributing market 
factors which had a much greater impact on the 
sales result than had been anticipated by the 
management. Firstly, the launch of MOSS 2007 
in April resulted in a much greater marketplace 
overhang than expected. As a direct result, 
sales cycles were heavily delayed while 
customers’ internal teams were distracted into 
evaluating MOSS as a potential solution to their 
web content management needs. In reality, 
MOSS was deemed not a suitable product by 
the vast majority of potential customers and no 
deals were lost to MOSS, however the delays 
and associated sales efﬁ ciency impacts within 
the business did have a signiﬁ cant negative 
impact on the expected top line revenue. 
The second key impact was less predictable. 
The effect of the “credit crunch” following on 
from the issues in the US with respect to the 
sub-prime market resulted in uncertainty in one 
of our key markets, ﬁ nancial services. The effect 
of this so close to the year end on a market that 
typically represents approximately 25 per cent. 
of our revenues was dramatic as prospects 
suspended, postponed or delayed a signiﬁ cant 
number of sales cycles.
PEPPERIO
The Pepperio product line had a disappointing 
year after a very promising start. The early 
encouraging signs persuaded management to 
continue to invest in channel establishment 
and a high growth strategy. Unfortunately the 
channel strategy proved successful from a 
channel partner recruitment perspective but, 
with a few notable exceptions, the channel 
proved not so successful from a sales execution 
standpoint. The resulting numbers of customers, 
whilst continuing to grow, was disappointing 
in the second half of the year and consequently, 
following the trading announcement in October 
2007, signiﬁ cant cost reduction initiatives were 
implemented. The core Pepperio proposition 
remains compelling to both customers and 
partners alike and holds the long term prospect 
for the group of a secure annuity style revenue 
from the Software as a Service (SaaS) model. 
Expectations have accordingly been reset 
within the business and the costs associated 
with the product line dramatically reduced.
The business enjoyed
a number of high 
proﬁ le, high value 
new business
sales wins.
The professional services and maintenance 
revenue streams remained very strong. 
Chief Executive’s report
03
Mediasurface plc   Annual Report and Accounts 2007
Chief Executive’s report
FOR THE YEAR ENDED 30th September 2007
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04
Chief Executive’s report
Immediacy slightly exceeded expectations 
and is now a major contributor, representing 
around 30 per cent of overall business. 
Immediacy now 
represents 30% of 
the overall business.
ACQUISITION
Also in the second half, and on a far
more positive note, the Company acquired 
Immediacy Limited, a UK based provider of Web 
Content Management Software to two sectors; 
mid-sized companies where the solution is 
deployed as the strategic web platform; and 
within larger organisations where the solution 
is acquired tactically to support departmental 
or project based initiatives. Immediacy sits 
well within the overall product line up of 
Mediasurface and has enjoyed previous years 
of growth and success. In the ﬁ rst quarter of 
ownership of Immediacy within the group, the 
business slightly exceeded expectations and is 
now a major contributor to the plc representing 
around 30 per cent of the overall business. 
The proﬁ le of the Immediacy revenue stream 
is the same as Morello (namely, licence sales, 
professional services and maintenance) but 
the fact that it is a lower price, higher volume 
model assists the group in reducing the risks 
associated with the very high value but less 
frequent licence transactions in Morello. 
LAWRENCE FLYNN
CHIEF EXECUTIVE OFFICER
18th February 2008
FOR THE YEAR ENDED 30th September 2007 continued
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05
Board of Directors
EXECUTIVE CHAIRMAN:
Michael Jackson (Aged 57)
Michael founded Elderstreet Investments 
Limited in 1990 and is its Executive Chairman. 
For the past 25 years, he has specialised in 
raising ﬁ nance and investing in the smaller 
companies sector. Michael is currently 
Chairman of PartyGaming plc and until August 
2006 was Chairman of a FTSE100 company, 
The Sage Group plc. Other former directorships 
include Computer Software Group plc and Planit 
Holdings. He is also a Director and investor in 
many other quoted and unquoted companies, 
including Netstore plc. Michael studied law 
at Cambridge University, and qualiﬁ ed as a 
chartered accountant with Coopers and Lybrand 
before spending ﬁ ve years in marketing for 
various US multinational technology companies.
CHIEF EXECUTIVE OFFICER:
Lawrence Flynn (Aged 43)
Lawrence joined Mediasurface in
March 2002 and has 20 years’ experience 
within the IT applications industry. Since 
1993, he has had P&L responsibility at 
Minerva Industrial Systems plc, the 
professional services division of Origin UK 
Limited, and Europe, Middle East and Africa 
operations of the Wonderware Corporation
and i2 Technologies Inc.
CHIEF FINANCIAL OFFICER
David Deacon (Aged 47)
David joined Mediasurface in September 
2002 and is a fellow of the Chartered Institute 
Management Accountants. He has 27 years’ 
ﬁ nancial, commercial and management 
experience gained in the UK and internationally 
for a range of technology businesses including
Kalamazoo International plc, Wonderware
Corporation and R L Polk & Co.
NON-EXECUTIVE DIRECTOR
Francis Maude (Aged 54)
A barrister by training, Francis was ﬁ rst elected 
to Parliament in 1983. He was a government 
minister between 1985 and 1992 holding the 
posts of Minister for Corporate and Consumer 
Affairs at the DTI, Minister of State at the 
Foreign Ofﬁ ce and Financial Secretary to the 
Treasury. Following the 1997 election, he was 
Shadow Secretary for Media, Culture and Sport 
from 1997 to 1998, Shadow Chancellor from 
1998 to 2000, Shadow Foreign Secretary from 
2000 to 2001 and Chairman of the Conservative 
Party from 2005 to 2007. He is now Shadow 
Minister for the Cabinet Ofﬁ ce. He is non-
executive Chairman of The Mission Marketing 
Group, Chairman of Prestbury Holdings, and 
Deputy Chairman and Senior Independent 
Director of Benﬁ eld Group. 
NON-EXECUTIVE DIRECTOR:
Vin Murria (Aged 45)
Vin Murria has over 20 years’ experience 
of working for Venture Capital, Private Equity 
and publicly listed companies focussed on 
the software sector. During this time, Vin has 
held a number of senior positions, including 
Chief Executive Ofﬁ cer of Computer Software 
Group plc, which she took private in May 2007, 
merged with IRIS in July 2007 and subsequently 
sold to Hellman Friedman for $1billion. Vin is a 
Partner at Elderstreet Capital, and was formerly 
European Chief Operating Ofﬁ cer for Kewill 
Systems plc and Chairwoman of Leeds Group 
plc. She is currently chairwoman at BSG plc, and 
Innovise plc, and NED at Concateno plc.
FOR THE YEAR ENDED 30th September 2007
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Mediasurface plc   Annual Report and Accounts 2007
Directors’ Report
FOR THE YEAR ENDED 30th September 2007
The Directors present their audited ﬁ nancial statements 
for the year ended 30th September 2007.
PRINCIPAL ACTIVITIES
The Company is a holding company. The principal 
activities of the group comprise the development, 
marketing and implementation of software solutions for 
the Internet and other digital channels. A more detailed 
review of the business can be found in the Chairman’s and 
Chief Executive’s Reports on pages 2 to 4.
RESULTS AND DIVIDENDS
The ﬁ nancial statements for the year ended
30th September 2007 are set out on pages 12 to 34
The group loss for the year, after taxation and FRS20
non-cash charge was £1,751,263 (2006: £719,537 proﬁ t). 
No dividend is proposed.
FINANCIAL INSTRUMENTS 
Please refer to Note 17.
BUSINESS REVIEW
A review of the Group’s position as at 
30th September 2007 together with a review
of the development and performance of the Group 
during the ﬁ nancial year is contained in the Financial 
and Operating Highlights, Chairman’s Report and Chief 
Executive’s Report. The principal risks and uncertainties 
facing the company not covered in the Financial and 
Operating Highlights, Chairman’s Report and
Chief Executive’s Report include:
The ﬁ nancial performance and working capital • 
requirements may be affected by extended customer 
evaluation before committing to purchase the 
Group’s products; implementation problems with the 
introduction of new versions; growth rates in markets 
into which the products are sold; market acceptance 
and demand for the Group’s products;
Management of growth and the adequacy of • 
management, ﬁ nancial and operational systems;
The retention of key personnel and recruitment • 
of new staff is naturally important in order to fulﬁ l 
planned business growth;
 The market in which the Group operates is • 
characterised by rapidly evolving technology 
and standards. The Group’s success depends 
on maintaining a functional advantage over the 
competition. No assurance can be given that the 
competition may not acquire or develop equivalent 
technologies which may adversely affect sales level 
and pricing of the Group’s products.
DIRECTORS AND THEIR INTERESTS
The Directors who served throughout the year were as follows:
M Jackson
L B Flynn
D A Deacon
F Maude
V Murria
The Directors who served during the year and their 
beneﬁ cial interests in the Company’s 1p ordinary share 
capital as at 30th September 2007 were as follows:
2007 2006
M Jackson 4,243,232 2,743,232
LB Flynn 1,165,077 1,110,077
DA Deacon 55,395 55,395
F Maude 100,000 100,000
V Murria – –
Details of Directors’ share options are given in Note 9
to the accounts. 
None of the Directors had any beneﬁ cial interest in the 
issued share capital of any other group Company, as deﬁ ned 
by the Companies Act 1985, at any time during the year.
PAYMENT OF CREDITORS
It is the Group’s practice to agree credit terms with 
all suppliers and pay all approved invoices within these 
agreed terms. The average trade creditor days for the 
year was 39 days (2006: 47 days).
RESEARCH & DEVELOPMENT
The Group continues to invest in Research & Development 
in both the UK and India in order to deliver software 
innovations identiﬁ ed in the product roadmap. India 
accounted for a greater proportion of activity during the 
year accounting for a reduction in overall R&D costs. The 
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07
Mediasurface plc   Annual Report and Accounts 2007
Directors’ Report
FOR THE YEAR ENDED 30th September 2007 continued
company has spent £1,149,307 (2006: £1,371,245) during 
the year, developing new Morello client-side software 
enhancements and server-side functionality including 
a database independent version. The Directors believe 
this investment is crucial for future growth.
POST BALANCE SHEET EVENTS
A placing was completed 18th February 2008 
of 15,000,000 shares for cash at £0.05 per share 
raising £750,000 gross for working capital purposes. 
In addition, the Group implemented a cost reduction 
programme in January 2008 substantially reducing the 
break-even point of the business on a go-forward basis. 
AUDITORS
In the case of each person who was a director 
at the time this report was approved:
so far as that director was aware there was • 
no relevant available information of which the 
company’s auditors were unaware; and
that director had taken all steps that the director • 
ought to have taken as a director to make himself or 
herself aware of any relevant audit information and 
to establish that the company’s auditors were aware 
of that information.
This conﬁ rmation is given and should be interpreted 
in accordance with the provision of s234ZA of the 
Companies Act 1985.A resolution to re-appoint Nexia 
Smith & Williamson as the Company’s auditors will be 
proposed at the forthcoming Annual General Meeting. 
By order of the Board    
DAVID DEACON
COMPANY SECRETARY
18th February 2008    
Registered Ofﬁ ce
Mediasurface House
Newbury Business Park
London Road
Newbury
Berkshire
RG14 2QA
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Mediasurface plc   Annual Report and Accounts 2007
The Group is committed to high standards of corporate 
governance and is accountable to the shareholders for 
good governance. The Board currently consists of an 
independent Chairman, the Chief Executive, the Chief 
Financial Ofﬁ cer and two Non-Executive Directors, and 
meets regularly, typically on a monthly basis. These 
individuals demonstrate a range of experience sufﬁ cient 
to bring considered judgement on all business issues and 
standards of conduct vital to the Group’s success.
COMBINED CODE
The Group is committed to applying the highest 
principles of corporate governance having regard to 
the current stage of the development of the Group and 
complying, as far as practicable, with the Combined Code 
on Corporate Governance.
INTERNAL CONTROLS
The Board takes responsibility for establishing and 
maintaining reliable systems of control in all areas 
of operation. These systems of control, especially 
of ﬁ nancial control, can only provide reasonable, not 
absolute, assurance that no material loss or 
misstatement has occurred.
The key features of the system of internal control 
are set out below:
the Group has established a clearly deﬁ ned and • 
focused management structure which is subject 
to regular review;
the Group prepares and monitors ﬁ nancial reporting • 
on a monthly basis against budget, forecast and 
other key performance indicators;
the Group conducts regular internal systems reviews • 
of subsidiary operations.
The Board considers that there have been no substantial 
weaknesses in internal ﬁ nancial controls that have resulted 
in any material losses, contingencies or uncertainties 
which need to be disclosed in the accounts. The Board has 
considered the need for an internal audit function within 
the Group and concluded there is no current need for such 
a function. The Board can conﬁ rm there is an ongoing 
process for identifying, evaluating and managing the 
signiﬁ cant risks faced by the Group, and that this process 
has been in place for the year under review and up to the 
date of the approval of the Annual Report and Accounts. 
This process is regularly reviewed by the Board.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
United Kingdom company law requires the Directors 
to prepare ﬁ nancial statements for each ﬁ nancial year, 
which give a true and fair view of the state of affairs 
of the Company and Group as at the end of the ﬁ nancial 
year and of the proﬁ t or loss of the Company and Group
for that period. In preparing those ﬁ nancial statements, 
the Directors are required to:
select suitable accounting policies and then apply • 
them consistently;
make judgements and estimates that are reasonable • 
and prudent;
state whether applicable accounting standards have • 
been followed, subject to any material departure 
disclosed and explained in the accounts;
prepare the ﬁ nancial statements on the going • 
concern basis unless it is inappropriate to presume 
that the group will continue in business.
The Directors are responsible for keeping proper 
accounting records, which disclose with reasonable 
accuracy at any time the ﬁ nancial position of the Company 
and Group and to enable them to ensure that the ﬁ nancial 
statements comply with the Companies Act. They are also 
responsible for the system of internal control, safeguarding 
the assets of the Company and Group and hence for taking 
reasonable steps for the prevention and detection of fraud 
and other irregularities. The Directors are responsible for 
ensuring that the Directors’ Report and other information 
included in the Annual Report is prepared in accordance 
with UK company law. They are also responsible for 
ensuring that the Annual Report includes information 
required by the AIM rules.
Report on Corporate Governance
FOR THE YEAR ENDED 30th September 2007
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Mediasurface plc   Annual Report and Accounts 2007
The maintenance and integrity of the Group’s website 
is the responsibility of the Directors. The work carried 
out by the auditors does not involve consideration of 
these matters and accordingly, the auditors accept no 
liability for any changes that may have occurred to the 
information contained in the accounts since they were 
initially presented on the website.
Legislation in the UK governing the preparation 
and the dissemination of the accounts and other 
information included in annual accounts may differ 
from legislation in other jurisdictions.
ACCOUNTING POLICIES
The Board considers the appropriateness of its accounting 
policies on an annual basis. The Board believes that its 
accounting policies and estimation techniques are prudent 
in particular in relation to income recognition, research 
and development and deferred expenses.
BOARD OF DIRECTORS
The Board, comprising of two Executive Directors, 
an Executive Chairman and two Non-Executive Directors, 
is responsible for the overall strategy and direction 
of Mediasurface plc, as well as approving potential 
acquisitions, major capital expenditure items and ﬁ nancing 
matters. The Board meets at least once a month. The Board 
is provided with timely information in a form and of
a suitable quality to enable it to discharge its duties. 
Advice from independent advisors is available if required. 
The Board monitors exposure to key business risks and 
reviews strategic direction of the Group and the annual 
budgets as well as their progress against those budgets.
The Board Members and their roles are described 
on page 5. The Executive Directors, Lawrence Flynn 
and David Deacon, have service contracts terminable 
upon 6 and 3 months’ notice respectively. In accordance 
with the Company’s Articles of Association, one third 
of Directors are required to retire by rotation at the Annual 
General Meeting (AGM). During the year both Lawrence 
Flynn and David Deacon retired and were re-appointed 
at the AGM.
SHAREHOLDER RELATIONS 
Mediasurface plc is dedicated to open communication with 
all its shareholders. Communication is primarily through 
the AGM where participation is encouraged so that the 
Board may answer questions. The Group maintains an AIM 
rule 26 compliant website www.mediasurface.com which 
contains up to date information on the Company which 
shareholders are advised to visit from time to time.
Every shareholder receives a full Annual Report each 
year end and at the half year receives an Interim Report. 
Care is taken to ensure that any price-sensitive information
is released to all shareholders, institutional and private, 
at the same time in accordance with London Stock 
Exchange rules.
Mediasurface plc is committed to giving a full, timely 
and realistic assessment of its business in a balanced 
way, in all price-sensitive reports and presentations.
AUDIT COMMITTEE
The Audit Committee is formally constituted
 with terms of reference. The Committee consists 
of Michael Jackson (Chairman) who is the Executive 
Chairman, Francis Maude a Non-Executive Director 
and David Deacon an Executive Director.
The Committee reviews the interim and ﬁ nal 
accounts prior to approval by the Board. Additionally 
the Audit Committee reviews the provision of non-audit 
services by external auditors.
THE REMUNERATION COMMITTEE
The Remuneration Committee is chaired by Francis 
Maude and also comprises of Vin Murria who are both 
Non-Executive Directors. The Committee determines the 
remuneration and beneﬁ ts package for both the Executive 
Directors and any changes to their service contracts. The 
Committee also approves any share-related incentive 
schemes within the Group.
GOING CONCERN
The Directors have reviewed the Group’s budget 
and cashﬂ ow for 2008/09 and the medium term plan 
and are satisﬁ ed that it is appropriate to prepare the 
accounts on the going concern basis.
Report on Corporate Governance
FOR THE YEAR ENDED 30th September 2007 continued
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Mediasurface plc   Annual Report and Accounts 2007
INDEPENDENT AUDITORS’ REPORT TO THE 
SHAREHOLDERS OF MEDIASURFACE PLC
We have audited the Group and parent company 
accounts (‘the accounts’) of Mediasurface plc for 
the year ended 30th September 2007 which comprise 
the Consolidated Proﬁ t and Loss Account, the 
Consolidated Statement of Total Recognised Gains and 
Losses, the Consolidated and Company Balance Sheets, 
the Consolidated Cash Flow Statement, and the related 
Notes 1 to 25. These accounts have been prepared under 
the accounting policies set out therein.
This report is made solely to the company’s members, 
as a body, in accordance with Section 235 of the 
Companies Act 1985. Our audit work has been 
undertaken so that we might state to the company’s 
members those matters we are required to state to them 
in an auditors’ report and for no other purpose. To the 
fullest extent permitted by law, we do not accept or 
assume responsibility to anyone other than the company 
and the company’s members as a body, for our audit work, 
for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS 
AND AUDITORS
The Directors’ responsibilities for preparing the Annual 
Report and the accounts 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 accounts 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 accounts 
give a true and fair view and are properly prepared in 
accordance with the Companies Act 1985. We report to 
you whether in our opinion the information given in the 
Directors’ Report is consistent with the accounts. The 
information given in the Directors’ Report includes that 
speciﬁ c information presented in the Chairman’s and 
Chief Executive’s Reports and the Financial and Operating 
Highlights that is cross referred from the Business Review 
section of the Directors’ Report. 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 the information 
speciﬁ ed by law regarding Directors’ remuneration and 
transactions with the company is not disclosed.
We read other information contained in the Annual Report 
and consider whether it is consistent with the audited 
accounts. This other information comprises only the 
Financial and Operating Highlights, Chairman’s Statement, 
the Chief Executive’s Report, The Board of Directors, 
the Directors’ Report, and the Report on Corporate 
Governance. We consider the implications for our report 
if we become aware of any apparent misstatements 
or material inconsistencies with the accounts. Our 
responsibilities do not extend to any other information.
BASIS OF AUDIT OPINION
We conducted our audit in accordance with International 
Standards on Auditing (UK and Ireland) issued by the 
Auditing Practices Board. An audit includes examination, 
on a test basis, of evidence relevant to the amounts and 
disclosures in the accounts. It also includes an assessment 
of the signiﬁ cant estimates and judgements made by 
the Directors in the preparation of the accounts, and 
of whether the accounting policies are appropriate to 
the company’s circumstances, consistently applied and 
adequately disclosed.We planned and performed our 
audit so as to obtain all the information and explanations 
which we considered necessary in order to provide us with 
sufﬁ cient evidence to give reasonable assurance that the 
accounts 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 accounts.
Report of the Independent Auditors
FOR THE YEAR ENDED 30th September 2007
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Mediasurface plc   Annual Report and Accounts 2007
OPINION
In our opinion: 
the accounts give a true and fair view, in accordance • 
with United Kingdom Generally Accepted 
Accounting Practice, of the state of the Group’s and 
parent company’s affairs as at 30th September 2007 
and of the group’s loss for the year then ended; 
the accounts have been properly prepared in • 
accordance with the Companies Act 1985; and
the information given in the Directors’ Report • 
is consistent with the accounts.
NEXIA SMITH & WILLIAMSON 
CHARTERED ACCOUNTANTS   
Registered Auditors
25 Moorgate
London
EC2R 6AY
18th February 2008
The maintenance and integrity of the Mediasurface plc 
website is the responsibility of the Directors; the 
work carried out by the auditors does not involve 
consideration of these matters and, accordingly, the 
auditors accept no responsibility for any changes that 
may have occurred to the accounts since they were 
initially presented on the web site.
Legislation in the United Kingdom governing the 
preparation and dissemination of accounts may 
differ from legislation in other jurisdictions.
 
Report of the Independent Auditors
FOR THE YEAR ENDED 30th September 2007 continued
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12
Consolidated Proﬁ t & Loss account
FOR THE YEAR ENDED 30th September 2007
2007
As restated
2006
Note£££
Turnover 2
Existing operations 10,143,829 9,670,713
Acquisition 1,139,701 –
Continuing operations 11,283,530 9,670,713
Cost of sales
Existing operations (998,110) (355,044)
Acquisition (111,163) –
Continuing operations (1,109,273) (355,044)
Gross proﬁ t
Existing operations 9,145,719 9,315,669
Acquisition 1,028,538 –
Continuing operations 10,174,257 9,315,669
Operating expenses
Existing operations (11,006,918) (8,549,062)
Acquisition (893,190) –
Continuing operations (11,900,108) (8,549,062)
Operating (loss)/proﬁ t
 – existing operations (1,861,199) 766,607
 – acquisition 135,348 –
Continuing operations (1,725,851) 766,607
Interest receivable 4 34,492 7,322
Interest payable and similar charges 4 (59,904) (78)
(Loss)/proﬁ t on ordinary activities 
before taxation 5 (1,751,263) 773,851
Tax charge on (loss)/proﬁ t on ordinary activities 6 – (54,314)
(Loss)/proﬁ t on ordinary activities after 
taxation and for the ﬁ nancial year 7,19 (1,751,263) 719,537
(Loss)/Proﬁ t per share – basic 7 (2.1)p 0.9p
Loss)/Proﬁ t per share – diluted 7 (2.1)p 0.8p
All results are derived from continuing operations.
12
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13
2007
As restated
2006
££
(Loss)/Proﬁ t for the ﬁ nancial year (1,751,263) 719,537
Proﬁ t/(Loss) on foreign currency translation 
of equity investments in overseas subsidiaries 80,197 (50,437)
 
Total recognised (losses)/gains relating to the year (1,671,066) 669,100
Prior year adjustment (Note 1) 195,896 –
Total gains and losses recognised since last annual report (1,475,170) 669,100
Consolidated Statement of Consolidated Statement of
Total Recognised Gains and Losses Total Recognised Gains and Losses
AS AT 30th September 2007
13
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14
2007
As restated
2006
Note £ £
Fixed assets
Intangible assets 11 4,977,313 161,419
Tangible assets 12 331,022 231,639
5,308,335 393,058
Current assets
Debtors 14 3,934,054 3,499,892
Cash at bank and in hand 1,775,895 1,080,487
6 5,709,949 4,580,379
Creditors: amounts falling due within one year 15 (4,662,618) (2,968,698)
Net current assets 1,047,331 1,611,681
Total assets less current liabilities 6,355,666 2,004,739
Creditors: amounts falling due after more than one year 16 (1,230,142) (3,994)
Net assets 5,125,524 2,000,745
Capital and reserves
Called up equity share capital 18 996,736 772,448
Share premium account 19 14,160,171 9,638,377
Shares to be issued 19 644,653 701,222
Capital redemption reserve 19 13,083,244 13,083,244
Merger reserve 19 27,297,412 27,297,412
Proﬁ t and loss account 19 (51,056,692) (49,491,958)
Equity shareholders’ funds 20 5,125,524 2,000,745
These ﬁ nancial statements were approved by the Board of Directors on 18th February 2008.
Signed on behalf of the Board of Directors.
David Deacon   Lawrence Flynn
Director    Director
Consolidated Balance Sheet
FOR THE YEAR ENDED 30th September 2007
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15
Company Balance Sheet
AS AT 30th September 2007
2007
As restated
2006
Note £ £
Fixed assets
Investments 13 5,855,818 270,679
Current assets
Debtors – recoverable after more than one year 14 2,523,659 2,523,659
Creditors: amounts falling due within one year 15 (1,178,099) (136,726)
Net current assets 1,345,560 2,386,933
Net assets 7,201,378 2,657,612
Capital and reserves
Called up equity share capital 18 996,736 772,448
Share premium account 19 14,160,171 9,638,377
Shares to be issued 19 644,653 701,222
Capital redemption reserve 19 13,083,244 13,083,244
Proﬁ t and loss account 19 (21,683,426) (21,537,679)
Equity shareholders’ funds 7,201,378 2,657,612
These ﬁ nancial statements were approved by the Board of Directors on 18th February 2008.
Signed on behalf of the Board of Directors.
David Deacon   Lawrence Flynn
Director    Director
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16
Consolidated Cashﬂ ow Statement
FOR THE YEAR ENDED 30th September 2007
2007
As restated
2006
££
Net cash (outﬂ ow)/inﬂ ow from operating activities
Operating (loss)/proﬁ t (1,725,851) 766,607
Exchange difference on ﬁ xed asset translation (2,515) 809
Depreciation charge 151,767 107,418
Amortisation of goodwill 127,623 56,022
Impairment charge 93,056 –
Write back of provisional consideration 68,363 –
Decrease/(increase) in debtors 416,941 (1,140,835)
Increase in creditors 126,450 1,108,297
FRS20 share option charge 49,763 46,794
Sub total (694,403) 945,112
Returns on investment and servicing ﬁ nance
– interest payable (59,904) (78)
– interest receivable 34,492 7,322
Sub total (25,412) 7,244
Capital expenditure 
– purchase of tangible ﬁ xed assets (248,635) (168,976)
Taxation – 49,933
Acquisitions
Purchase of subsidiary undertaking (5,390,654) –
Net cash acquired with subsidiary 796,265 –
Sub total (4,594,389) –
Financing
Issue of share capital 4,280,915 –
Term loan 2,000,000 –
Repayment of term loan (98,871) –
Capital element of ﬁ nance leases (3,994) (5,195)
Sub total 6,178,050 (5,195)
Increase in cash in year 615,211 828,118
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17
1. ACCOUNTING POLICIES
The principal accounting policies are summarised below.  
Basis of preparation
The ﬁ nancial statements have been prepared in accordance with applicable UK accounting standards under 
the historic cost convention and on the going concern basis. 
Basis of consolidation
The Group ﬁ nancial statements consolidate the ﬁ nancial statements of Mediasurface plc and its subsidiary 
undertakings drawn up to 30th September 2007 using the acquisition method.
In the Group’s ﬁ nancial statements, investments in subsidiary undertakings are stated at cost less provision 
for impairment.
Research and development
Research and development expenditure is written off as incurred.
Intangible assets – goodwill
Goodwill arising on the acquisition of subsidiary undertakings and businesses representing any excess of 
the fair value of the consideration given over the fair value of the identiﬁ able assets and liabilities acquired is 
capitalised and written off on a straight-line basis over its useful economic life which is determined on a case 
by case basis. Goodwill relating to the acquisition during the year is amortised over ten years. Provision is 
made for any impairment.
Tangible ﬁ xed assets
Tangible ﬁ xed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is 
provided on all tangible ﬁ xed assets at rates calculated to write off the cost, less estimated residual value, of 
each asset on a straight-line basis over its expected useful life, as follows:
Leasehold improvements Unexpired period of lease 
Ofﬁ ce equipment and computers 2 years
Furniture and ﬁ xtures 2 years
Investments
Fixed asset investments are shown at cost less provision for impairment.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or 
recovered) using the tax rates and laws that have been enacted or substantially enacted by the balance 
sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the 
balance sheet date where transactions or events that result in an obligation to pay more tax in the future or 
a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences 
between the Group’s taxable proﬁ ts and its results as stated in the ﬁ nancial statements that arise from the 
inclusion of gains and losses in tax assessments in periods different from those in which they are recognised 
in the ﬁ nancial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all 
evidence available, it can be regarded as more likely than not that there will be suitable taxable proﬁ ts from 
which the future reversal of the underlying timing differences can be deducted. 
Notes to the Accounts
YEAR ENDED 30th September 2007
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18
1. ACCOUNTING POLICIES (CONTINUED)
Deferred tax is not recognised when ﬁ xed assets are re-valued unless by the balance sheet date there is 
a binding agreement to sell the re-valued assets and the gain or loss expected to arise on sale has been 
recognised in the ﬁ nancial statements.  Neither is deferred tax recognised when ﬁ xed assets are sold and 
it is more likely than not that the tangible gain will be rolled over, being charged to tax only if and when 
the replacement assets are sold.
Deferred tax is recognised in respect of the retained earnings of overseas subsidiaries and associates only to 
the extent that, at the balance sheet date, dividends have been accrued as receivable or a binding agreement 
to distribute past earnings in future has been entered into by the subsidiary.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which the timing 
differences are expected to reverse based on tax rates and laws that have been enacted or substantively 
enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
Revenue recognition and long-term contracts
Revenue from the sale of software relates mainly to perpetual licences, which provide the customer with 
the right to use the Group’s products.  Where additional services are not essential to the functionality of the 
software then revenue is recognised in full on delivery when the following conditions are met:
• persuasive evidence is available that a legally binding agreement exists; 
• the fee is ﬁ xed or determinable; and
• collection is probable. 
Maintenance revenue is recognised on a straight-line basis over the life of the related agreement.
Revenue generated from consultancy and training contracts is recognised when the work is performed.
Pension costs and other post-retirement beneﬁ ts
The Company does not operate any deﬁ ned beneﬁ t schemes.  For deﬁ ned contribution schemes the amount 
charged to the proﬁ t and loss account in respect of pension costs and other post-retirement beneﬁ ts is the 
contributions payable in the year.  Differences between contributions payable in the year and contributions 
actually paid are shown as either accruals or prepayments in the balance sheet.
Share options
The fair value of share options provided for in these accounts is £644,653 as at 30th September 2007. In 
determining the fair value of equity settled share based payments and the related charge to the income 
statement, the Group makes assumptions about future events and market conditions. In particular, judgement 
must be made as to the likely number of shares that will vest, and the fair value of each award granted. 
The fair value is determined using a valuation model which is dependent on further estimates, including 
the Group’s future dividend policy, employee turnover, the timing with which options will be exercised and 
the future volatility in the price of the Group’s shares. Such assumptions are based on publicly available 
information and reﬂ ect market expectations and advice taken from qualiﬁ ed personnel. Different assumptions 
about these factors to those made by the Group could materially affect the reported value of share 
based payments.
Share options are accounted for in accordance with FRS20 representing a change in Accounting Policy 
compared with the last ﬁ nancial year resulting in a prior year adjustment of £195,896 representing an increase 
in the provision.
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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19
1. ACCOUNTING POLICIES (CONTINUED)
Foreign currency
Transactions in foreign currencies are recorded at the rates of exchange at the dates of the transactions or, 
if hedged, at the forward contract rates.  Monetary assets and liabilities denominated in foreign currencies 
at the balance sheet date are reported at the rates of exchange prevailing at that date or, if appropriate, 
at the forward contract rates.
The results of overseas operations are translated at the average rates of exchange during the period and their 
balance sheets at the rates ruling at the balance sheet date. Exchange differences arising on translation of 
the opening net assets and results of overseas operations are dealt with through reserves.  All other exchange 
differences are included in the proﬁ t and loss account.
 
Leases
Assets held under ﬁ nance leases and other similar contracts, which confer rights and obligations similar to 
those attached to owned assets, are capitalised as tangible ﬁ xed assets and are depreciated over the shorter 
of the lease terms and their useful lives.  The capital elements of future lease obligations are recorded as 
liabilities, while the interest elements are charged to the proﬁ t and loss account over the period of the leases 
to produce a constant rate of charge on the balance of capital repayments outstanding.  Hire purchase 
transactions are dealt with similarly, except that assets are depreciated over their useful lives.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments 
are not made on such a basis.  Beneﬁ ts received and receivable as an incentive to sign an operating lease are 
similarly spread on a straight-line basis over the lease term, except where the period to the review date on 
which the rent is ﬁ rst expected to be adjusted to the prevailing market rate is shorter than the full lease term, 
in which case the shorter period is used.
2 SEGMENT INFORMATION
 
Turnover by origin
(Loss)/Proﬁ t on 
ordinary activities 
before taxation Net assets
2007 
£
2006 
£
2007 
£
2006 
£
2007
£
2006 
£
United Kingdom 8,020,399 6,267,625 (190,718) 1,110,800 7,101,742 3,104,358
Rest of Europe 2,404,150 2,273,291 (557,713) (183,824) (115,312) (247,468)
United States 858,981 1,129,797 (679,313) (29,348) (1,470,064) (790,297)
Asia Paciﬁ c – – (323,519) (123,777) (390,842) (65,848)
Total 11,283,530 9,670,713 (1,751,263) 773,851 5,125,524 2,000,745
      
Turnover by destination is not materially different from the above. The Group operates in one class of business 
only. Asia Paciﬁ c relates wholly to the Group’s R&D centre in Bangalore.
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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20
3. ACQUISITION
On 4th July 2007 the Group acquired the entire share capital of Immediacy Limited. Total consideration was 
agreed at £4,983,171 plus £0.80 in the pound for Net Assets in excess of £370,000 based on an agreed Net 
Asset value as at 31st May 2007 of £1,160,000. 
Analysis of total consideration  
£
Cash 5,150,000
2,022,464 Mediasurface plc ordinary shares of 1p shares valued at £0.23 per share 465,167
5,615,167
 
There is no deferred or contingent consideration.
Upon acquisition on 4th July 2007 the acquired Balance Sheet was adjusted as follows:
Acquired
Net Assets
£
Fair Value
Adjustments
£ Note
Adjusted
Net Assets
£
Fixed assets
Tangible ﬁ xed assets 268,056 (268,056) (i) –
Current assets
Debtors 758,477 21,648 (ii) 780,125
Other debtors 3,466 – 3,466
Prepayments and accrued income 67,513 – 67,513
Cash 796,265 – 796,265
1,625,721 21,648 1,647,369
Creditors falling due 
within one year
Trade creditors (43,988) – 43,988
Taxation and social security (251,229) – 251,229
Accruals and deferred income (579,188) 22,079 (iii) 601,267
(874,405) 22,079 896,484
Net assets 1,019,372 (268,487) 750,885
Notes
(i) Fixed assets acquired adjusted to fair value
(ii) £29,497 related to un-invoiced revenue pre-acquisition less £7,849 related to credit notes raised 
 post-acquisition
(iii) Adjustment required achieving consistency with Mediasurface plc accounting policies
Reconciliation of provisional goodwill acquired
£
Total consideration 5,615,167
Fair value of Net Assets acquired (750,885)
Acquisition expenses 240,654
Addition to goodwill (note 11) 5,104,936
 
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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21
3. ACQUISITION (CONTINUED)
Summarised Proﬁ t & Loss statement of Immediacy Limited for the 4 months ended 30th June 2007
£
Turnover    1,228,497
Cost of sale (86,972)
Gross proﬁ t 1,141,525
Operating expenses (1,127,497)
Operating proﬁ t 14,028
Interest receivable 19,060
Proﬁ t before tax 33,088
Tax charge on ordinary activities –
Proﬁ t after tax 33,088
For the year ended 28th February 2007 Immediacy Limited reported an audited proﬁ t after tax of £393,396.
4.  INTEREST
2007
£
2006
£
Interest receivable
Bank interest 34,392 7,322
Interest payable and similar charges
Bank loans and overdrafts 59,904 78
5. (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
(Loss)/Proﬁ t on ordinary activities before taxation is stated after charging:
2007 
£
2006
£
Depreciation and amounts written off tangible ﬁ xed assets 151,156 107,418
Goodwill amortisation 127,453 56,022
Provision for impairment 93,056 –
Research and development:
current year expenditure – 1,149,307 1,371,245
Operating lease rentals:
equipment – 32,637 25,519
other – 429,242 339,404
Audit services 5,000 5,000
Other services
the audit of associates of the company pursuant to legislation  –
 (including that of countries and territories outside Great Britain) 33,164 25,046
other services relating to taxation – 31,125 23,475
services relating to corporate ﬁ nance transactions entered into or  –
 proposed to be entered into by or on behalf of the company or any of 
 its associates 70,108 –
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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22
6.  TAX CREDIT ON (LOSS)/PROFIT ON ORDINARY ACTIVITIES
The tax credit comprises:
2007
£
Restated
2006
£
Current tax ––
Overseas tax ––
Adjustment in respect of prior years – –
Research and development tax credit – 54,314
Total current tax – 54,314
A deferred tax asset has not been recognised in respect of tax losses available to carry forward against 
future taxable proﬁ ts and timing differences relating to depreciation in excess of capital allowances as the 
Directors consider there is insufﬁ cient evidence that the assets will be recovered.  The amount of the asset 
not recognised at £7,197,826 (2006: £7,045,103).  These assets will be recovered if the group makes future 
taxable proﬁ ts.
The difference between the total current tax shown above and the amount calculated by applying the 
standard rate of UK Corporation Tax to the loss before tax is as follows:
2007 
£
2006 
£
Proﬁ t/(Loss) on ordinary activities before tax (1,751,263) 806,269
Tax on Proﬁ t/(loss) on ordinary activities at standard UK 
Corporation Tax rate of 30%. (2006: 30%) (525,379) 241,881
Effects of:
Expenses not deductible for tax purposes 231,339 215,975
Income not taxable (165,016) –
Depreciation in excess of capital allowances 88,959 (268,286)
Other timing differences (58,807) (2,678)
Tax losses utilised – (189,080)
Unrelieved tax losses 556,909 –
Deductions for amounts not included in proﬁ t and loss account (128,005) 2,188
Potential R&D tax credit claim not recognised – 54,314
Current tax charge/(credit) for year – 54,314
  
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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23
7.  (LOSS)/PROFIT PER SHARE
The basic (loss)/proﬁ t per ordinary share is calculated by reference to the (loss)/proﬁ t attributable to ordinary 
shareholders divided by the weighted average number of shares in issue during each period. The fully diluted 
(loss)/proﬁ t per ordinary share is calculated including the approved share option pool.
 
2007 
£
As restated 
2006 
£
(Loss)/Proﬁ t for the year (1,751,263) 719,537
Basic – weighted average number of shares 81,972,743 77,244,842
Basic – (loss)/proﬁ t per share (2.1)p 0.9p
Fully diluted – weighted average number of shares 81,972,743 84,714,632
Fully diluted – (loss)/proﬁ t per share (2.1)p 0.8p
8.  STAFF COSTS
The average monthly number of employees (including Executive Directors) was:
2007
Number
2006
Number
Professional Services 39 24
Development 36 23
Sales and Marketing 47 27
Operations 15 13
137 87
  
2007 
£
2006
£
Their aggregate remuneration comprised:
Wages and salaries 6,419,077 4,934,851
Social security costs 694,548 537,147
Other pension costs 228,831 222,813
7,342,456 5,694,811
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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24
9. DIRECTORS’ REMUNERATION, INTERESTS AND TRANSACTIONS
Aggregate remuneration
The total amounts for Directors’ remuneration and other beneﬁ ts were as follows:
2007
£
2006
£
Emoluments 447,942 350,500
Company contributions to money purchase pension schemes 11,500 11,500
459,442 362,000
 
Highest paid Director
The above amounts for remuneration include the following in respect of the highest paid Director:
2007
£
2006
£
Emoluments 260,860 190,059
Company contributions to money purchase pension schemes 7,250 7,250
268,110 197,309
The highest paid Director exercised no share options during the year (2006: Nil).
Pensions
The number of Directors who were members of money purchase pension schemes:
2007
Number
2006
Number
Money purchase schemes 2 2
   
Share options
The following options have been granted to the Executive Directors over ordinary 1p ordinary shares
in the Company.
At start 
of year
Granted
 during 
the year Exercised
At end 
of year
Exercise
price
Exercise
 date 
From
Exercise
 date
To
D A Deacon 764,738 – – 764,738 1p Aug 2004 Aug 2014
L B Flynn 1,699,417 – – 1,699,417 1p Aug 2004 Aug 2014
10. RESULTS ATTRIBUTABLE TO MEDIASURFACE PLC 
As permitted by Section 230 of the Companies Act 1985, no separate proﬁ t and loss account is presented in 
respect of the parent company. The parent company’s loss for the ﬁ nancial year amounted to £252,079 (2006: 
loss of £14,376).
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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25
11. INTANGIBLE ASSETS – GOODWILL
Group
£
Cost
At 1st October 2006 349,849
Write back of provisional deferred consideration (68,363)
Additions 5,104,936
At 30th September 2007 5,386,422
Amortisation
At 1st October 2006 (188,430) 
Charge for year (127,623)
At 30th September 2007 (316,053)
Provision for impairment
At 1st October 2006 –
Charge for year (93,056)
At 30th September 2007 (93,056)
Net book value –
At 30th September 2007 4,977,313
At 30th September 2006 161,419
  
Goodwill arose on the purchase of the entire share capital of Immediacy Limited during the ﬁ nancial year and 
the purchase of the entire share capital of Class Act BV in 2005. 
 
12. TANGIBLE FIXED ASSETS
Group
Leasehold 
improvements 
£
Ofﬁ ce 
equipment 
and 
computers 
£
Furniture 
and ﬁ xtures 
£
Total 
£
Cost
At 1st October 2006 161,292 320,495 21,525 503,312
Additions 9,149 222,656 16,830 248,635
Disposals – – – –
Currency exchange movement 860 2,855 1,079 4,794
At 30th September 2007 171,301 546,006 39,434 756,741
Depreciation
At 1st October 2006 49,597 216,412 5,664 271,673
Charge for the year 19,178 115,992 16,597 151,767
Disposals – – – –
Currency exchange movement 53 2,015 211 2,279
At 30th September 2007 68,828 334,419 22,472 425,719
Net book value
At 30th September 2007 102,473 211,587 16,962 331,022
At 30th September 2006 111,695 104,083 15,861 231,639
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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26
13. FIXED ASSET INVESTMENTS
Subsidiary undertakings £
Cost
At 1st October 2006 2,721,505
Write back of provisional deferred consideration (68,363)
Additions 5,855,818
At 30th September 2007 8,508,960
Provisions for impairment
At 1st October 2006 (2,450,826)
Impairment (202,316)
At 30th September 2007 (2,653,142)
Net book value
At 30th September 2007 5,855,818
At 30th September 2006 270,679
Principal group investments
The Company and the Group have investments in the following subsidiary undertakings, which principally 
affected the proﬁ ts or net assets of the Group. The principal activity of all companies within the Group is 
software sales and consultancy.
Subsidiary undertakings
Country of 
incorporation Holdings %
Mediasurface Europe Limited+ Great Britain (Refer below) 100
Mediasurface Inc United States 10,000 shares of USD 1 100
Morello Software Limited Great Britain 2 shares of £1 100
Mediasurface Software 
Development Private Ltd India 1,000 shares of 100INR 100
Mediasurface BV Netherlands 40 shares of NLG 1,000 100
Class Act BV Netherlands 40 shares of NLG 1,000 100
Immediacy Limited 
(acquired within the year)
Great Britain 1,000,000 ordinary 
shares of £0.01
1,287,500 A ordinary 
shares of £0.01
+ Held direct by Mediasurface plc as follows:
Number of
 shares £
Ordinary shares of 5p each 14,814,246 740,712
A ordinary shares of 5p each 14,527,000 726,350
Series A participating redeemable preferred shares of 5p each 12,323,349 616,167
Series B participating redeemable preferred shares of 5p each 7,351,934 367,597
49,016,529 2,450,826
  
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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27
13. FIXED ASSET INVESTMENTS (CONTINUED)
All subsidiary undertakings have been included in the consolidation. The carrying value of the investment 
in Mediasurface Europe Limited has been impaired to £nil given previous losses. In the current year 
Mediasurface Europe Limited made a loss after tax of £68,232 (2006: proﬁ t of £1,262,998) and has net assets of 
£642,461 (2006: 710,227).
14. DEBTORS
Group Company
2007
£
2006 
£
2007 
£
2006 
£
Trade debtors 3,263,791 2,498,575 – –
Amount owed by 
subsidiary undertaking 
(due after more than one year) – – 2,523,659 2,523,659
Other debtors 173,208 158,365 – –
Prepayments and accrued income 497,055 842,952 – –
3,934,054 3,499,892 2,523,659 2,523,659
15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2007
£
2006 
£
2007 
£
2006 
£
Obligations under ﬁ nance leases 3,994 5,195 – –
Trade creditors 489,712 333,363 – –
Amounts owed to subsidiary 
undertaking – – 1,178,099 68,363
Taxation and social security 1,001,954 467,233 – –
Accruals and deferred income 2,495,971 2,162,907 – 68,363
Term loan 670,987–––
4,662,618 2,968,698 1,178,099 136,726
  
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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28
16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
2007
£
2006 
£
2007 
£
2006 
£
Obligations under ﬁ nance leases – 3,994 – –
Loan 1,230,142 – – –
1,230,142 3,994 – –
    
Borrowings due after one year are repayable as follows:    
2007
£
2006
£
Finance leases
Between one and two years – 3,994
Between two and ﬁ ve years – –
After ﬁ ve years – –
– 3,994
Loans
In one year or less or on demand 670,987 –
Between one and two year 670,987 –
Between two and ﬁ ve years 559,155 –
After ﬁ ve years – –
1,901,129 –
The above is secured by way of an omnibus guarantee and set-off agreement with Mediasurface plc 
and its subsidiaries supported by debentures on the respective company’s undertakings, property and 
assets. The loan is repayable in equal monthly instalments by August 2010. Interest is charged at 1.5% 
over base rate. The loan is also subject to achievement of a covenant, being an annual increase in retained 
earnings of £650,000 measured against the published Annual Accounts.
Prior to the signing of these Accounts the Bank agreed to waive the covenant test for the year ended
30th September 2007. The company agreed to new terms including:
• a further covenant test based on the Interim Accounts whereby the company will be required to increase 
retained earnings by £325,000; 
• a temporary increase effective 3rd January 2008 in interest payable to 2.75% over base which will prevail 
until such time as the bank are satisﬁ ed the company is not or likely to be in breach of the covenant.
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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29
17.  FINANCIAL INSTRUMENTS 
The Group uses a limited number of ﬁ nancial instruments comprising cash and short-term deposits and 
various items such as trade debtors and creditors, which arise directly from operations. The main ﬁ nancial 
risks faced by the Group are those of interest rate, foreign currency movements and cash liquidity. The 
Board agrees policies for managing each of these risks as appropriate. The Group does not trade in ﬁ nancial 
instruments.
In respect of interest rate risk, the Group ﬁ nances its operations through a mix of cash ﬂ ow from current 
operations together with cash on deposit and bank and other borrowings. Any borrowings are generally at 
ﬂ oating rates of interest and no uses of interest rate swaps have been made. In respect of liquidity risk, the 
Group ensures it has adequate cover through the availability of cash resources.
Mediasurface Inc, Mediasurface BV, Class Act BV and Mediasurface Software Development Private Limited, 
whose revenues, expenditures and cashﬂ ow are denominated in local currency, provide a natural hedge 
against foreign currency risk. Gains and losses arising from this foreign currency exposure are shown in the 
statement of total recognised gains and losses.
The fair values of the Group’s sterling, euro and rupee ﬁ nancial assets and liabilities are not materially different 
from their book values. The Group considers the interest and foreign currency risk to be immaterial to the 
accounts with the exception of ﬁ nancial assets denominated in US dollars which have de-valued over the 
course of the ﬁ nancial year.
The Group has a Loan of £1,901,129 at as the balance sheet date repayable in equal monthly instalments by 
August 2010. 
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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30
18. CALLED UP SHARE CAPITAL
2007 2006
Number of
 shares £
Number of 
shares £
Authorised
Ordinary shares of 1p 1,500,000,000 15,000,000 1,500,000,000 15,000,000
2007 2006
Number of
 shares £
Number of 
shares £
Allotted, called up 
and fully paid
Ordinary shares of 1p 99,673,644 996,736 77,244,842 772,448
    
During the year, issued share capital increased by: 
15,000,000 Ordinary shares of 1p were Placed 4th July 2006 to raise funds for the acquisition of the entire 
share capital of  Immediacy Limited raising £3,450,000 before issue costs.
4,347,826 Ordinary shares of 1p were Placed 23rd July 2007 for working capital purposes raising £1,000,000 
before issue costs.
641,383 Ordinary shares of 1p were issued 1st August 2006 in relation to exercise of employee share options 
raising £6,414.
417,129 Ordinary shares of 1p were issued 7th August 2006 in relation to exercise of employee share options 
raising £4,171.
2,022,464 Ordinary Shares of 1p were issued 19th September 2007 by way of consideration shares in 
connection with the acquisition of the entire share capital of Immediacy Limited. The value attached to these 
shares was £465,167.
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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31
18. CALLED UP SHARE CAPITAL (CONTINUED)
Share options
Options have been granted to employees of the Company under an unapproved share option plan and an 
Approved EMI Scheme to subscribe for ordinary shares of 1p each of the Company as follows:
At start 
of year
Granted
 during 
the year Exercised Lapsed
At end 
of year
Exercise
 price
Exercise
 date from
Exercise
 date to
181 – – (181) – £132.14 Feb 2005 Sep 2009
20 – – – 20 £32.44 Feb 2005 Mar 2010
49 – – – 49 £33.10 Feb 2005 Mar 2010
2,581 – – (2,020) 561 £33.14 Feb 2005 Mar 2010
2,011 – – – 2,011 £33.16 Feb 2005 Mar 2010
86 – – – 86 £33.12 Feb 2005 Mar 2010
2,555 – – – 2,555 £33.15 Feb 2005 Mar 2010
95 – – – 95 £33.31 Feb 2005 Mar 2010
318 – – – 318 £33.17 Feb 2005 Mar 2010
36 – – – 36 £132.88 Feb 2005 Jun 2010
38 – – – 38 £132.63 Feb 2005 Jun 2010
127 – – – 127 £131.83 Feb 2005 Jun 2010
––––– £131.93 Feb 2005 Jun 2010
90 – – – 90 £132.88 Feb 2005 Sep 2010
110 – – – 110 £130.46 Feb 2005 Sep 2010
37 – – – 37 £136.22 Feb 2005 Sep 2010
30 – – – 30 £140.00 Feb 2005 Sep 2010
0–––– £132.17 Feb 2005 Dec 2010
272 – – – 272 £131.90 Feb 2005 Dec 2010
64 – – – 64 £131.25 Feb 2005 Mar 2011
19 – – – 19 £132.18 Feb 2005 Mar 2011
477 – – – 477 £132.08 Feb 2005 Mar 2011
272 – – (272) – £131.90 Feb 2005 Mar 2011
12,219 – – (2,386) 9,833 £5.50 Feb 2005 Oct 2011
6,488,322 – (876,695) (144,488) 5,467,139 £0.01 Aug 2004 Aug 2014
84,971 – – – 84,971 £0.01 Oct 2004 Oct 2014
424,854 – – – 424,854 £0.01 Jan 2005 Jan 2015
200,000 – (81,817) – 118,183 £0.01 Apr 2005 Apr 2015
50,000 – – – 50,000 £0.01 Mar 2006 Mar 2016
25,000 – – – 25,000 £0.01 Apr 2006 Apr 2016
25,000 – (25,000) – – £0.01 Jun 2006 Jun 2016
150,000 – – – 150,000 £0.01 Jul 2006 Jul 2016
– 150,000 – – 150,000 £0.01 Jul 2006 Jul 2016
– 200,000 – – 200,000 £0.01 Nov 2006 Nov 2016
– 37,500 (37,500) – – £0.01 Dec 2006 Dec 2016
– 35,000 – – 35,000 £0.01 Feb 2007 Feb 2017
– 37,500 (37,500) – – £0.01 Jun 2007 Jun 2017
7,469,834 460,000 (1,058,512) (149,347) 6,721,975
  
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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32
18. CALLED UP SHARE CAPITAL (CONTINUED)
Share options (continued)
For the year ended 30th September 2007, 460,000 share options were granted (2006: 250,000), 1,058,512 share 
options were exercised in August 2007 when the weighted average share price was 22.80p (2006: Nil) and 
149,347 share options lapsed (2006: 5,361).
Share options become exercisable when the Company share price reaches 12.95p at which point 45% of 
options vest, thereafter remaining options vest in nine equal instalments subject to nine equal increases in the 
share price up to a maximum of 23.54p.
The fair value has been determined by a binomial lattice calculation using the following assumptions:
(i) The market value of the share option at time of grant
Date of Grant Market Price
Aug 2004 £0.09800
Oct 2004 £0.10125
Jan 2005 £0.08250
Apr 2005 £0.13625
Mar 2006 £0.11750
Apr 2006 £0.11750
Jul 2006 £0.13000
Nov 2006 £0.14250
Feb 2007 £0.19750
(ii) An exercise price of one pence
(iii) Option life of 9 years from date of grant
(iv) Expected volatility of 80% which has been based on historic analysis of share price since ﬂ otation 
 in August 2004
(v) A risk-free rate of 4.75% has been assumed
(vi) Dividend yield of 0%
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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33
19. RESERVES
Group
Capital 
redemption 
reserve 
£
Merger
 reserve 
£
Share
 premium
 account 
£
Shares 
to be 
issued
£
Proﬁ t and
 Loss 
Account
£
Total 
£
At 1st October 2006 13,083,244 27,297,412 9,638,377 505,326 (49,296,062) 1,228,297
Prior year adjustment – – – 195,896 (195,896) –
At 1st October 2006 13,083,244 27,297,412 9,638,377 701,222 (49,491,958) 1,228,297
Proﬁ t on foreign currency 
translation of equity 
investments in subsidiaries – – – – 80,197 80,197
Share issue – 4,701,464 – – 4,701,464
Issue costs – – (179,670) – – (179,670)
FR20 share option charge – – – 49,763 – 49,763
Share options exercised – – – (106,332) 106,332 –
Loss for the year – – – – (1,751,263) (1,751,263)
At 30th September 2007 13,083,244 27,297,412 14,160,171 644,653 (51,056,692) 4,128,788
Company
Capital 
redemption 
reserve 
£
Share
 premium
 account 
£
Shares 
to be 
issued
£
Proﬁ t and
 Loss 
Account
£
Total 
£
At 1st October 2006 13,083,244 9,638,377 505,326 (21,341,783) 1,885,164
Prior year adjustment – – 195,896 (195,896) –
At 1st October 2006 
as restated     13,083,244 9,638,377 701,222 (21,537,679) 1,885,164
Share issue – 4,701,464 – – 4,701,464
Issue costs – (179,670) – – (179,670)
FRS20 share option charge – – 49,763 – 49,763
Share options exercised – – (106,332) 106,332 –
Loss for the year – – – (252,079) (252,079)
At 30th September 2007 13,083,244 14,160,171 644,653 (21,683,426) 6,204,642
 
     
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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34
20. RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS’ FUNDS
   
2007
£
As restated
2006 
£
(Loss)/Proﬁ t for the ﬁ nancial year (1,751,263) 719,537
Share option charge 49,763 46,794
Other recognised gains and losses relating to the year 80,197 (50,437)
New shares issued 4,746,082 –
Net addition to shareholder funds 3,124,779 715,894
Opening shareholders’ funds 2,000,745 1,284,851
Closing shareholders’ funds 5,125,524 2,000,745
    
21. ANALYSIS AND RECONCILIATION OF NET FUNDS/(DEBT)
 
1st October 2006
£
Cashﬂ ow
£
Exchange
 movement
£
30th September 2007
£
Cash in hand and at bank 1,080,487 615,211 80,197 1,775,895
Loan – (1,901,129) – (1,901,129)
Finance leases (9,189) 5,195 – (3,994)
Net funds 1,071,298 (1,280,723) 80,197 (129,228)
2007
£
2006
£
Inﬂ ow in net cash in the year 615,211 828,118
Cash (outﬂ ow)/inﬂ ow from (increase)/decrease in debt 
and lease ﬁ nancing (1,895,934) 5,195
Change in net (debt)/funds resulting from cash ﬂ ows (1,280,723) 833,313
Translation difference 80,197 (50,437)
Movement in net (debt)/funds in year (1,200,526) 782,876
Net funds at start of year 1,071,298 288,422
Net (debt)/funds at end of year (129,228) 1,071,298
  
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
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35
Notes to the Accounts
YEAR ENDED 30th September 2007 continued
22. FINANCIAL COMMITMENTS
At 30th September 2007 there were no capital commitments that had not been provided for.
Annual commitments under non-cancellable operating leases are as follows:
Group
Land and 
buildings Other
Land and
 buildings Other
Expiry date
– within one year 25,143 59,310 102,576 9,225
– between two and ﬁ ve years 208,764 126,672 15,059 140,051
– over ﬁ ve years 210,900 – 210,900 –
444,807 185,982 328,535 149,276
    
Leases of land and buildings are typically subject to rent reviews at speciﬁ ed intervals and provide for the 
lessee to pay all insurance, maintenance and repair costs.
23. CONTINGENT LIABILITIES
There were no unprovided contingent liabilities at 30th September 2007 (2006: £nil).
24. RELATED PARTY TRANSACTIONS
At 30th September 2007, an amount of £155,832 (2006: £94,297) was due from Mediasurface (Scotland) 
Limited. This is an independent Company established by an ex-employee of Mediasurface Europe Limited 
with common directors. For license sales, Mediasurface (Scotland) Limited pays a royalty of 50% and a royalty 
of 90% for consulting, training and software maintenance income. Total royalty income in the year ended 
30th September 2007 was £268,886 (2006: £214,463).
At 30th September 2007, an amount of £3,750 (2006: £3,750) was payable to Elderstreet Investments Limited in 
respect of Director’s fees for M Jackson. The companies are related by virtue of common directors. Total fees for 
the year ended 30th September 2007 were £15,000 (2006: £15,000).
25. CONTROLLING PARTY
No group, individual or individuals, acting in concert, control either directly or indirectly the issued share 
capital of Mediasurface plc and as such there is no controlling party.
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36
DIRECTORS
M Jackson
L B Flynn
D A Deacon
F Maude
V Murria
 
SECRETARY
D A Deacon
REGISTERED OFFICE 
Mediasurface House
Newbury Business Park
London Road
Newbury
Berkshire RG14 2QA
NOMINATED ADVISOR AND BROKER 
KBC Peel Hunt Limited
111 Old Broad Street
London EC1A 4DD
BANKERS 
LloydsTSB Bank plc
3-5 Bridge Street
Newbury
Berkshire RG14 5BQ
SOLICITORS
CMS Cameron Mckenna
Mitre House
160 Aldersgate Street
London EC1A 4DD
AUDITORS
Nexia Smith & Williamson
Chartered Accountants
25 Moorgate
London EC2R 6AY
REGISTRARS
Computershare Investor Services plc
PO Box 82
The Pavillions
Bridgewater Road 
Bristol BS99 7NH
COMPANY REGISTRATION NUMBER  
4016495
Company Information
Mediasurface plc   Annual Report and Accounts 2007
36
MD2243– AR07 AW02.indd   36 MD2243– AR07 AW02.indd   36 26/2/08   13:49:44 26/2/08   13:49:44  UK (Headquarters)
Mediasurface Europe Ltd
Mediasurface House
Newbury Business Park
London Road
Newbury
Berkshire RG14 2QA
Phone: +44 (0) 1635 262000
Fax:  +44 (0) 1635 262001
Email: info@mediasurface.com 
Web:  www.mediasurface.com
UNITED STATES
Mediasurface Inc
Phone: +1 (0)203 653 9090
Email: info@us.mediasurface.com
Web: www.mediasurface.com
CoNTINENTAl EUropE
Mediasurface BV
Phone: +31 (0)35 625 7890
Email:  info@nl.mediasurface.com 
Web:  www.mediasurface.nl
NETHErlANDS
Mediasurface BV
Phone:  +31 (0)35 625 7890
Email:    info@nl.mediasurface.com 
Web:     www.mediasurface.nl
BElGIUM
Mediasurface Belgium
Phone:   +32 (0)2 403 1215
Email:    info@be.mediasurface.com 
Web:     www.mediasurface.be 
NorDICS
Mediasurface Nordics
Phone: +46 (0)8 5861 0778
Email:  info@se.mediasurface.com 
Web: www.mediasurface.com
INDIA
Mediasurface India
Phone:  +91 8025 210 740
Email:    info@in.mediasurface.com 
Web:     www.mediasurface.com
ASIA-pACIfIC
Mediasurface Australia Pty Limited
Phone:  +61 2 9968 2449
Email: info@au.mediasurface.com
Web: www.mediasurface.com