Annual
Report &  
Accounts
2011
fuse8.com
Creating brand momentum 2
Annual Report 2011
Introduction
We’re an integrated digital 
agency that understands 
that people love things 
they can engage with.  
So, we use our skills 
to deliver interactive 
applications and digital 
stories for our clients so 
that their customers will 
love them too.
Annual Report 2011
fuse8.com 03
Annual Report 2011
Contents
Contents
Highlights  04
Corporate information  05
Who we work for 06
Our work 08
Chairman’s statement  16
Chief Executive Officer’s statement   17 
Report of the Directors  20 
Corporate governance  22
Report of the auditor  23
Group statement of comprehensive income  24
Group statement of financial position  25
Group statement of changes in equity  26
Group statement of cash flows  27
Notes to the financial statements  28 
Company statutory financial statements (prepared under UK GAAP)  47 
Notice of Annual General Meeting 55
Notes to the Notice of Annual General Meeting 57
fuse8.com Annual Report 2011
Introduction
4.03
Headline Earnings Per Share increased  
to 4.03 pence (2010: 3.96 pence)
3.60 million
Revenue increased by 8% to  
£3.60 million (2010: £3.35 million)
19
Increase in Headline Operating  
Profit margin to 19% (2010: 18%)
Annual Report 2011
Highlights
5.06 million
Turnover increased by 12% to  
£5.06 million (2010: £4.51 million) 
684,000
Headline operating profits increased by  
14% to £684,000 (2010: £601,000)
0.2 million
No bank debt and cash balance  
of £0.2 million (2010: £0.3 million)
The numbers  
that matter.
04
fuse8.com Annual Report 2011
Corporate Information
05
Corporate information
Company registration number 04784678
Registered office
3370 Century Way 
Thorpe Park 
Colton, Leeds 
West Yorkshire LS15 8ZB
Directors
M J Walton
Non-Executive Chairman
N G Hunter 
Chief Executive Officer
R A Hutchinson 
Executive Director
A J B Middleton
Non-Executive Director
G I Burns
Non-Executive Director
Secretary A Hussain
Nominated adviser and  
nominated broker
finnCap Limited
60 New Broad Street
London EC2M 1JJ
Registrars
Share Registrars Limited
Suite E, First Floor
9 Lion and Lamb Yard
Farnham, Surrey GU9 7LL
Bankers
Barclays PLC
Soho Square Branch
PO Box 4WA, 27 Soho Square
London W1D 3QR
Solicitors
Rosenblatt Solicitors
9 – 13 St Andrew Street
London EC4A 3AF
Auditor
Grant Thornton UK LLP
Registered Auditors
Chartered Accountants
Enterprise House 
115 Edmund Street
Birmingham B3 2HJ
fuse8.com 06
Annual Report 2011
Who we work for
fuse8.com 07
Annual Report 2011
Who we work for
Our approach to marketing: putting customer 
engagement at the heart of our ideas adds 
proven and real value to brands and businesses. 
This commitment to delivering results has 
proved compelling for a number of Europe’s 
biggest and most ambitious organisations.
Who we work for
fuse8.com 08
Annual Report 2011
Our work
Challenge 
fuse8 had successfully delivered a brand 
new technology platform and website 
for Persimmon Group’s premium brand, 
Charles Church. With an upturn in the 
housing market beginning to show 
signs of strength, Persimmon then 
tasked the agency to continue their 
work in delivering something new and 
fresh for the main – and much more 
critical – Persimmon Homes website.
Work 
fuse8 wanted to bring to life Persimmon’s 
brand promise of ‘Together, we make 
a home’ by focusing on the different 
life triggers that lead to buying a new 
home and how the company could work 
hand-in-hand with a customer to make 
the house-buying process pain-free. This 
included commissioning of specific ‘buying 
guides’ for four main customer areas, 
as well as enhancing the functionality 
that allowed these audiences to search 
and find exactly the right property, and 
the right deal, to suit their life needs.
The new design style broke away 
from what Persimmon’s competitors 
employ. fuse8 positioned the brand 
as more attuned to design, style and 
the personality people want to add to 
their homes to make their own mark.
Result 
The new site went live in September 
2010 and, by employing a ‘bottom up’ 
focus on the importance of SEO in the 
build, it instantly delivered the success 
in site traffic, interaction and most 
importantly footfall to developments 
that is critical in this sector. In creating 
the initial technical platform for the 
Charles Church brand, fuse8 was able 
to deliver a product of extraordinary 
scale in an incredibly short amount of 
time with absolutely no compromise on 
either the brand or the business aims.
Persimmon
HomeFinder website
36,759
total visits via 25,154  
non-branded keywords
150%
increase of monthly traffic
180%
keyword visibility increase
fuse8.com fuse8.com
Annual Report 2011 
09 Annual Report 2011
Our work
10
Challenge 
fuse8 had worked with Alton Towers on a 
number of search optimisation and other 
business-driven briefs – but this time they 
needed us to flex our creative muscles. The 
main resort website was a fine stage for 
people planning a park visit, however it did 
little to allow people to engage long-term 
with the brand. The client wanted to create 
a platform for more ‘play’ and fun with the 
brand, as well as with some of its brand 
assets including characters and rides.
Insight 
Alton Towers wanted a social site which got 
users interacting with the theme park, even 
when they weren’t there. My Alton Towers 
does this with a selection of interactive 
elements such as games, polls and 
downloads. My Alton Towers then takes 
this a step further by offering tangible 
prizes such as money-off vouchers, 
which can be used to save money when 
people visit Alton Towers Resort.
Work 
Timed to coincide with the opening of the 
park for 2011, My Alton Towers  
www.my.altontowers.com is a social 
site that uses Facebook Connect and an 
online reward program for Britain’s most 
loved theme park. Hosting exclusive 
content, including games, downloads and 
more, and drawing on Facebook for social 
connectivity; interacting with the site can 
earn players badges and points that they 
can trade in for exclusive rewards. Players’ 
success is then shared across Facebook 
with scores and league tables inciting 
people to try to beat their friends.
The main game on the site at launch is a 
brand new skill and strategy game that 
promotes the park’s flagship roller-coater 
– Th13teen. The game challenges users 
to escape the Dark Forest, with 9 highly 
crafted levels that use various methods 
of game play to help users progress. 
Badges are awarded for passing levels, 
completing the game and exploring 
hidden routes within the journey.
Result 
The site has only been up a few short 
weeks, so statistical data is hard to 
come by, but it has been getting to 
really positive feedback from users 
across the social-networkosphere;
“This Th13teen game is awesome!”
“I think this is one of the most professional 
websites Alton have ever published”
“The site has been launched! The site 
is amazing, it’s very interactive!”
“Really like the concept and I 
hope it expands and is rolled out 
across the other parks as well!”
Alton Towers
My Alton Towers website
“Really like the 
concept and I hope 
it expands and is 
rolled out across the 
other parks as well!”
fuse8.com fuse8.com
Annual Report 2011 
11 12
Annual Report 2011 Annual Report 2011
Our work
Challenge 
Welcome to Yorkshire, working alongside 
Axis and the York Museums Trust, planned 
a 9 month long celebration of great 
Yorkshire art and artists covering 19 
locations throughout the county. With 
nationally significant artworks supplied 
by Tate, the program would ‘bring home’ 
great works and put them on display in 
unusual spaces. fuse8 was approached 
by Axis to bring the program to life both 
online and on mobile in a way that brought 
great art to a wider, younger audience.
Work 
fuse8 delivered a tailor-made events 
listings site – a rich, visual programme of 
everything that is going on:  
www.art.yorkshire.com - built using an 
Umbraco CMS that was linked into the 
main Yorkshire.com portal. The site’s 
design mixed up contemporary layouts 
and vivid colours with classical typography 
Built on a framework structure of ‘People’, 
‘Places’ and ‘Performances’, the site links 
into Facebook and Twitter to promote 
your love (or ‘Likes’) for the events.
Perhaps more excitingly, the next phase 
was the release of a bespoke iPhone 
app, which allows those attending the 
exhibition to play an active part in the 
exhibit. The app guides people around all 
the exhibitions using geo-sensitive maps, 
helps visitors discover the ‘voice of the 
artist’ through a variety of rich media and 
most interestingly ‘unlocks’ additional 
content and services when they are 
attending a venue via the unique ‘App-
inion’ service that fuse8 has developed.
Result 
The ambition of opening art up to a 
younger audience and through more 
interesting or ‘innovative’ channels 
certainly has been achieved. Initial 
feedback from the art community, and 
the engagement with the site from the 
wider community, has been very positive.
Art in Yorkshire
Events website and iPhone app
The ambition of 
opening art up to a 
younger audience 
and through 
more interesting 
or ‘innovative’ 
channels certainly 
has been achieved.
fuse8.com Annual Report 2011
13
fuse8.com 14
Annual Report 2011
Our work
Challenge 
fuse8 has been working closely with 
McArthur Glen Europe since mid 2010. 
After consulting with the brand to develop 
the group-wide digital strategy, fuse8 
was asked to deliver the opening phases 
of this plan – a content management 
system (CMS) to support the marketing 
ambitions of the wider European outlets 
in France, Luxumberg, Germany and Italy, 
as well as an email and communications 
platform to keep European shoppers 
engaged with the brand.
Insight 
Our approach to the strategy saw us focus 
on visitor inspiration as much as visitor 
information, creating a content strategy 
(and ultimately a site architecture) that 
looked to provide content and services 
around the following three ‘needs’:
Make my day – a section of each centre 
website dedicated to offers from both 
McArthur Glen and tenant brands.
Plan my day – a section of each centre 
website dedicated to practical information 
about the facilities on offer, brand 
ranges available, travel directions etc.
Be part of my day – extension and 
re-broadcast of personalised news, 
incentives and offers to customers 
across the social web and via email.
Work 
This structure, underpinned by the 
group-wide CMS, was then rolled out to 
supply the interactive hub for Europe’s 
retail centres. Additionally the sites 
include information on other attractions/
activities in the surrounding local area 
as McArthur Glen seeks to re-affirm the 
perception of the outlets as a day out. 
Results 
The framework is continuing to be 
rolled out across all of the centre’s 
European Outlet Parks, with fuse8 now 
working towards customised mobile 
versions for smartphones and tablets.
McArthur Glen
European Websites
Our approach to 
the strategy saw 
us focus on visitor 
inspiration as much 
as visitor information.
fuse8.com fuse8.com
15
Annual Report 2011 Annual Report 2011
Chairman’s statement
16
It gives me great pleasure to introduce 
the Company’s maiden results following 
the admission to the AIM market in 
July 2010. The Company has enjoyed 
a good year with turnover increasing 
to more than £5 million for the first 
time and our highest ever headline 
operating profits of £0.7 million.
It is an exciting time to be involved in 
digital marketing communications. The 
dramatic shift of marketing investment 
to online activity experienced during the 
last five years continues unabated, as 
the technology and techniques available 
to marketeers constantly evolve. This 
evolution has led to the ability to monitor 
and measure activity in real-time.
fuse8’s services are a strong proposition 
for marketeers; having been involved in 
digital communications for over a decade, 
and with a deep understanding of how 
to harness the technology available 
to engage with customers, fuse8 can 
give brands, and therefore sales, real 
momentum. fuse8 acts as reliable counsel 
in a complex business discipline.
This is also an exciting time for the 
Company. The blend of its digital 
communications heritage, together 
with award-winning work and relentless 
attention to its clients’ needs, means it 
is an attractive partner to clients and the 
Company’s reputation attracts a strong 
new business pipeline. This is apparent as 
the Company achieved its fifth consecutive 
year of revenue growth, despite the 
challenging economic environment.
Securing a London base last year was a 
strategic step forward and involvement 
in this market will help the business grow 
in the future. fuse8 continues to move 
ahead in line with its stated acquisition 
strategy and looks forward to both organic 
growth and further strategic acquisitions 
to drive the Company’s growth.
Our business thrives due to the skill and 
dedication of each member of our team, 
both in the UK and in Russia, and I would 
like to offer my thanks to all of them.
Securing a London 
base last year 
was a strategic 
step forward and 
involvement in this 
market will help 
the business grow 
in the future.
Chairman’s statement
For the year ended 31 March 2011
Mark Walton 
Non-Executive Chairman 
29 June 2011
fuse8.com Annual Report 2011
CEO’s statement
17
It gives me great pleasure to report fuse8’s 
maiden results on behalf of the Board. 
During the year to 31 March 2011, the 
Company increased turnover by 12% 
to £5.1 million and, more importantly, 
revenues by some 8% to £3.6 million, 
representing a solid performance and our 
fifth year of consecutive revenue growth. 
Top line growth has been achieved while 
maintaining good operating margins.
We have experienced good levels of new 
client activity, which gives us confidence 
for the future. The most encouraging 
aspect to the new financial year is the 
scale of the opportunity we see ahead 
of us. Blue chip clients are seeking us 
out and the opportunities this brings 
are exciting, from both a technological 
and business perspective. It is also great 
to see that existing clients have reaped 
the benefits of our services and are now 
looking to digital communications to help 
them deliver a richer customer experience.
Recent enhancements in technology, 
delivered by our R&D investments, 
have produced excellent results for our 
clients and, in turn, created stronger 
relationships, and therefore recurring 
revenues. Our team of talented people 
has been expanded throughout the 
year and is bringing new insight and a 
fresh perspective to our client offering.
fuse8’s client offering combines fully 
integrated online and digital marketing 
solutions, supported by conventional 
marketing services, which enables 
the Company to provide clients with 
a seamless service across all media 
channels. The value of the digitally focused 
services we provide to our clients is 
reflected in our continued revenue and 
profits growth. The challenging economic 
climate of the last two years has meant 
that marketeers are looking for more 
measurable value in their marketing 
spend, and the data-oriented results 
achieved through digital communications 
have ensured that demand for these 
services has remained robust. 
Increasing proportions of our clients’ 
budgets are being spent on digital 
communications. This is partly due to our 
clients’ desire to explore the opportunities 
afforded to them with better customer 
engagement through social media 
channels. fuse8 is helping many of its 
clients steer a safe strategic passage 
through the minefield of user generated 
content and viral communication 
that, potentially, threatens their brand 
messages at every turn. The Company’s 
eleven year heritage in digital marketing 
means that clients need, and value, the 
expertise we can apply to servicing their 
individual business requirements.
Clients continue to utilise the skills of 
fuse8 for both their digital and traditional 
marketing, however we are seeing a 
marked shift in the majority of activity 
into the digital arena; both from current 
clients and our new business pipeline. 
Demand and appetite for new technology 
has grown steadily over the period with 
clients old and new looking particularly 
to mobile and tablet technology plus 
applications to form part of their overall 
digital communications strategy.
fuse8 is not immune to the economic 
difficulties affecting the UK and Europe. 
During the year under review the 
Company has seen some clients, most 
noticeably in the public sector, being 
slower to commit to previously agreed 
plans or spend. However, a diverse 
client base and a focus on new business 
has allowed the Company to continue 
growing revenue and to invest in its 
digital service offer for clients, producing 
measurable results and ensuring that 
fuse8 remains an attractive partner in 
this value-conscious environment. 
fuse8’s related office in Russia is 
an offshore technology and digital 
production centre that has been 
successfully established for the last 
eight years. There are currently 32 
highly skilled staff in Russia and, as 
our Centre of Technical Excellence, 
they continue to deliver a high quality 
and cost effective service for clients. 
Strategy
As stated at the time of fuse8’s admission 
to AIM, the Company’s plan is to grow 
revenue and profits, steadily over time, 
both organically and by acquisition, to 
become one of the pre-eminent digital 
marketing agencies in the UK. The financial 
and operational achievements of the 
last year have been positive steps in the 
Group’s strategy. The next steps are to:
•  achieve sustained organic growth 
by investing in our client services, 
focusing on digital communications 
and targeting client sectors that 
provide long term clients who we 
can support in building brands
•  identify and acquire complementary 
businesses with good quality 
management and profit streams
•  expand the Company’s 
production capacity in lower cost 
environments to allow continued 
investment in service and R&D, 
while achieving margins 
•  ensure the Company’s organic 
growth is supported by investment 
in the marketing technology 
toolbox used to deliver services 
that help to continually 
enhance our client offering. 
New Business
There have been a number of 
significant new client wins during the 
period. Wins include Ikea, London 
Stock Exchange, McArthurGlen, Peel 
Holdings, Soreen and Unilever. 
The new business pipeline continues to 
grow at pace, with fuse8’s core digital 
services providing the Company with a 
stronger foothold with existing clients 
and also offering many new business 
opportunities. New business activity is 
the lifeblood of any business and we 
approach ours with relentless enthusiasm.
fuse8 has three strategic areas from which 
it targets new business; cross selling of 
services to its current clients; winning new 
clients; and through strategic partnerships. 
Acquisitions
fuse8 completed its first acquisition, 
Delete Digital Marketing (‘Delete’), in 
November 2010. This gave the Group the 
foothold in London that it sought and 
a complementary team of experienced 
Chief Executive Officer’s statement
For the year ended 31 March 2011
fuse8.com Annual Report 2011
CEO’s statement
18
Chief Executive Officer’s statement
For the year ended 31 March 2011
digital marketing specialists. The Delete 
team has been integrated into the 
enlarged business successfully and we 
have seen encouraging increases in new 
client interest and opportunities to offer 
additional expertise to more clients. 
The Board recognises that a larger 
business will help increase the Company’s 
efficiency and profile and also fulfil our 
strategic plans. To that end, it is regularly 
appraising acquisition opportunities.
Financial Review 
Turnover increased by 12% to £5.1 million 
whilst revenue increased by some 8% to 
£3.6 million. This means we have grown 
our revenues for five consecutive years.
Administrative overheads increased 
due to the increased sales volumes, 
investment into additional development 
of technology solutions and, of course, 
the incremental costs associated with 
being a listed company. The operating 
margin achieved increased modestly from 
the previous year to 19%, a performance 
that is in the top quartile of our sector.
As well as monitoring operating margin, 
the Company uses other KPI’s including; 
revenue per head, overheads per 
head, and the ratio of compensation 
expenses to revenue to monitor the 
performance of the business.
Exceptional costs incurred in the year 
represent the one-off costs (both cash 
and non-cash) arising from the reverse 
acquisition, which achieved the admission 
to AIM and the acquisition of Delete.
Taxation charge of £0.2 million represents 
an effective rate of 29% of headline profit 
before tax. The Company’s expectation 
is that the long term effective rate 
should generally be around the UK 
corporation tax rate (currently 28%) 
plus a modest increase due to some 
expenses being non-deductible items.
Our balance sheet remains robust for 
our size and we have positive cash 
balances of £0.2 million and an unused 
overdraft facility. Operational cashflow 
was 67% of operating profits due to 
material working capital movements in 
Q4. The Company’s target is to convert 
100% of operating profits to operating 
cashflow in the medium term. 
Capital expenditure was higher than 
average during the year due to a number 
of renewals in the Company’s vehicle fleet.
The Company is in a growth phase and 
therefore the Board does not propose 
a dividend for the year under review.
Summary & Outlook
It is pleasing to see yet another year 
of revenue growth and good margins 
delivered by the Company, against 
the backdrop of a flat economy.
This solid performance is only possible 
due to the intelligence, tenacity and 
endeavour of all the fuse8 team. We are 
proud of the service our team delivers 
to our clients and I would like to thank 
each member of our team for their 
contribution to our achievements this year.
Our future looks bright. However we can 
show no complacency in continually 
striving to provide clients with world class 
solutions to their marketing requirements. 
We are looking to achieve further growth 
in the year ahead and our new business 
pipeline remains encouraging.
Turnover increased 
by 12% to £5.1 
million whilst 
revenue increased 
by some 8% to £3.6 
million. This means 
we have grown our 
revenues for five 
consecutive years.
Nigel Hunter 
Chief Executive Officer 
29 June 2011
fuse8.com Annual Report 2011
Contents
Annual Report 2011
Financial statements
Financial 
statements  
& notes
19
Ultimately it’s all about 
figures. Everything we do, 
when you look at it very, 
very closely, can be broken 
down into ones and zeros in 
various patterns. However, 
there are some other 
important numbers too...
fuse8.com 20
Annual Report 2011
Report of the Directors
Report of the Directors
For the year ended 31 March 2011
The Directors present their annual 
report together with the audited 
financial statements for the Group 
for the year ended 31 March 2011. 
On the 19 July 2010 fuse8 plc (formerly 
Award International Plc) acquired 100% 
of the share capital of fuse8 Group 
Limited in a share for share exchange and 
the Company listed on the Alternative 
Investment Market (AIM). The terms of 
the acquisition meet the requirements 
for accounting for the transaction as 
a reverse acquisition. As such, the 
comparative period to 31 March 2010 
presents the results of fuse8 Group 
Limited, the acquired subsidiary. 
Due to the listing on AIM, the Group 
have adopted International Financial 
Reporting Standards in the current year. 
The comparative periods have been 
restated from UK GAAP as detailed in note 
27 of the Group financial statements.
Principal activity
The principal activities of the Group are 
digital marketing communications services.
Business review
A review of the progress of the Group 
during the year and its prospects for the 
future are included in the Chairman and 
Chief Executive Officer’s statement. There 
was a profit for the year after taxation 
amounting to £37k (2010: £405k).
The current year profit after taxation of 
£37k has been negatively impacted by the 
£437k exceptional costs which principally 
relate to the acquisition detailed above. 
The key financial performance 
indicators for the Group include:
• revenue growth year on year
• operating profit margin.
The current year 8% revenue growth is 
in line with the Directors’ expectation for 
the year. The headline operating profit 
(operating profit before exceptional 
costs) of £684k (2010: £601k) is 
considered to be acceptable.
Financial risks and management
The Group’s principal financial instruments 
comprise finance lease contracts, cash and 
short-term deposits. The main purpose 
of these financial instruments is to raise 
finance for the Group’s operations. 
The Group has various other financial 
instruments such as trade receivables 
and trade payables, which arise directly 
from its operations. The Group does 
not enter into derivative transactions.
The main risks arising from the Group’s 
financial instruments are liquidity risk 
and credit risk. The Board reviews and 
agrees policies for managing each of these 
risks and they are summarised below.
Liquidity risk 
The Group’s objective is to maintain 
a balance between continuity of 
funding and flexibility through the 
use of deposits, overdrafts, finance 
lease and hire purchase contracts. 
Credit risk  
The Group trades with only recognised, 
creditworthy third parties. It is the Group’s 
policy that all customers who wish to 
trade on credit terms are subject to credit 
vetting procedures. In addition, receivable 
balances are monitored on an ongoing 
basis with the result that the Group’s 
exposure to bad debts is not significant.
Other non-financial risks 
The Group supplies services to its 
customers in a competitive market. 
Successful management of this process 
is key to delivering the results of the 
Group. The Group ensures, through the 
quality of its service and innovation in 
the market place, that it retains and wins 
new customers to support its business 
strategy. This is also underpinned by 
recruiting the best employees, supporting 
their training needs and ensuring the 
Group retains the best people to work 
with current and prospective clients.
Directors
The present membership of the 
Board is set out below:
R A Hutchinson  
(appointed 20 July 2010)  
M J Walton  
(appointed 20 July 2010)  
N G Hunter  
(appointed 20 July 2010)  
A J B Middleton  
(appointed 20 July 2010)  
G I Burns  
(appointed 20 July 2010)  
S Panu resigned as a director on 17 
February 2011.  
Share capital
Details of the Company’s share capital, 
including the number of shares issued 
in the period under review, are given 
in note 20 to the financial statements. 
The Group’s policy for managing 
capital and financing to support the 
activities of the Group is detailed in 
note 19 to the financial statements.
fuse8.com 21
Annual Report 2011
Report of the Directors
Report of the Directors
For the year ended 31 March 2011
Health and safety
The Group recognises its responsibility 
to ensure that its employees work in as 
safe a working environment as possible. 
Payment to suppliers
It is the Group’s policy to agree 
appropriate terms and conditions 
for its transactions with suppliers, by 
means ranging from standard terms and 
conditions to individually negotiated 
contracts, and pay suppliers according to 
agreed terms and conditions, provided 
that the supplier meets those terms and 
conditions. The Group does not have a 
standard or code that deals specifically 
with the payment of suppliers.
Group trade payables at the year-
end amount to 43 days of average 
supplies (2010: 42 days). The 
Company trade payables at the end 
of the year amounted to 24 days of 
average supply (2010: 42 days).
Directors’ responsibilities 
statement
The Directors are responsible for 
preparing the Annual Report and the 
financial statements in accordance 
with applicable law and regulations.
Company law requires the Directors 
to prepare financial statements for 
each financial year. Under that law the 
Directors have elected to prepare Group 
financial statements in accordance with 
International Financial Reporting Standards 
as adopted by the European Union (IFRS). 
Under company law the Directors must not 
approve the Group financial statements 
unless they are satisfied that they give a 
true and fair view of the state of affairs 
and profit or loss of the Group for that 
period. In preparing these Group financial 
statements, the Directors are required to:
•	 select suitable accounting policies 
and then apply them consistently
•	 make judgements and estimates 
that are reasonable and prudent
•	 state whether applicable IFRS 
have been followed, subject to any 
material departures disclosed and 
explained in the financial statements
•	 prepare the financial 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 
adequate accounting records that are 
sufficient to show and explain the Group’s 
transactions and disclose with reasonable 
accuracy at any time the financial position 
of the Group and enable them to ensure 
that the Group financial statements comply 
with the Companies Act 2006. They are 
also responsible for safeguarding the 
assets of the Group and hence for taking 
reasonable steps for the prevention and 
detection of fraud and other irregularities.
In so far as the Directors are aware:
•  there is no relevant audit 
information of which the Group’s 
auditors are unaware; and
•  the Directors have taken all steps 
that they ought to have taken to 
make themselves aware of any 
relevant audit information and 
to establish that the auditors 
are aware of that information.
The Directors are responsible for the 
maintenance and integrity of the corporate 
and financial information included on the 
Group’s website. Legislation in the United 
Kingdom governing the preparation and 
dissemination of financial statements may 
differ from legislation in other jurisdictions.
Auditors
Grant Thornton UK LLP offer 
themselves for reappointment as 
auditors in accordance with section 
489 of the Companies Act 2006.
BY ORDER OF THE BOARD
R A Hutchinson 
Director
Date: 29 June 2011
Company number: 04784678
 
Ordinary shares of 2 pence each Percentage of capital
Number %
M J Walton 3,245,097 25.8
R A Hutchinson 3,222,522 25.6
The Trustees of fuse8 SIBA 2,041,871 16.2
N G Hunter 1,705,510 13.5
Giltspur Nominees Limited 630,410 5.0
G I Burns 625,000 5.0
Substantial shareholdings
The only interests in excess of 3% of the issued share capital of the Company, which have been notified as at 27 June 2011,  
were as follows:
fuse8.com 22
Annual Report 2011
Corportate Governance
Corporate Governance
For the year ended 31 March 2011
The Group, since its admission to AIM on 
20 July 2010, has applied principles of 
corporate governance commensurate with 
its size.
Directors
The Directors support the concept of an 
effective Board leading and controlling 
the Group. The Board is responsible for 
approving the Group’s policy and strategy. 
It meets on a regular basis and has a 
schedule of matters specifically reserved 
to it for decision. Management supply 
the Board with appropriate and timely 
information and the Directors are free to 
seek any further information they consider 
necessary. All Directors have access to 
advice from the Company Secretary and 
independent professional advice at the 
Company’s expense.
The Board consists of two executive 
Directors, who hold the key operational 
positions in the Group and three non-
executive Directors, who bring a breadth of 
experience and knowledge. This provides 
a balance whereby the Board’s decision 
making cannot be dominated by an 
individual. 
The Chairman of the Board is M J Walton 
and on 14 April 2011 it was announced 
that he would become the non-executive 
Chairman. The other non-executive 
Directors are A J B Middleton and G I Burns. 
The Board approve the strategic decisions 
of the Group. The Group’s business is run 
on a day to day basis by R A Hutchinson 
and N G Hunter, with N G Hunter having 
overall responsibility as the Chief 
Executive.
Relations with shareholders
The Group values the views of its 
shareholders and recognises their interest 
in the Group’s strategy and performance. 
The Annual General Meeting will be used 
to communicate with private investors 
and they are encouraged to participate. 
The Directors will be available to answer 
questions. Separate resolutions will be 
proposed on each issue so that they can 
be given proper consideration and there 
will be a resolution to approve the annual 
report and accounts. The Group’s website 
at www.fuse8.com provides information 
for shareholders.
Internal control
The Board is responsible for maintaining 
a strong system of internal control to 
safeguard shareholders’ investment and 
the Group’s assets and for reviewing 
its effectiveness. The system of internal 
control is designed to provide reasonable, 
but not absolute, assurance against 
material misstatement or loss.
The Board has considered the need for an 
internal audit function but has decided 
the size of the Group does not justify it at 
present. However, it will keep the decision 
under annual review.
Board structure
The key features of the Group’s system of 
governance are as follows:
•	  the Group is headed by an effective 
Board, which leads and controls the 
Group;
•	  there is a clear division of 
responsibilities in running the Board 
and running the Group’s business;
•	  the Board includes a balance of 
executive and non-executive Directors; 
and
•	  the Board receives and reviews on a 
timely basis financial and operating 
information appropriate to be able to 
discharge its duties.
Going concern
After making enquiries, the Directors have 
a reasonable expectation that the Group 
has adequate resources to continue in 
operational existence for the foreseeable 
future, based on the forecast future trading 
and resources available to the Group. 
For this reason they continue to adopt 
the going concern basis in preparing the 
financial statements.
Directors’ remuneration
The Board recognises that Directors’ 
remuneration is of legitimate concern 
to the shareholders and is committed 
to following current best practice. The 
Group operates within a competitive 
environment, performance depends 
on the individual contributions of the 
Directors and employees and it believes 
in rewarding vision and innovation. Detail 
of individual Directors’ remuneration is 
set out in note 5 to the Group financial 
statements. 
fuse8.com 23
Annual Report 2011
Report of the auditor
Report of the independent auditor  
to the members of fuse8 plc (formerly Award International Plc)
For the year ended 31 March 2011
We have audited the Group financial 
statements of fuse8 plc for the year 
ended 31 March 2011, which comprise 
the Group statement of comprehensive 
income, the Group statement of financial 
position, the Group statement of cash 
flows, the Group statement of changes in 
equity and the related notes. The financial 
reporting framework that has been applied 
in their preparation is applicable law and 
International Financial Reporting Standards 
(IFRSs) as adopted by the European Union.
This report is made solely to the 
Company’s members, as a body, in 
accordance with Chapter 3 of Part 16 of the 
Companies Act 2006. Our audit work has 
been undertaken so that we might state 
to the Company’s members those matters 
we are required to state to them in an 
auditor’s report and for no other purpose. 
To the fullest extent permitted by law, we 
do not accept or assume responsibility 
to anyone other than the Company and 
the Company’s members as a body, for 
our audit work, for this report, or for the 
opinions we have formed.
Respective responsibilities 
of Directors and Auditors
As explained more fully in the Directors’ 
Responsibilities Statement set out on 
page 21, the Directors are responsible 
for the preparation of the Group financial 
statements and for being satisfied 
that they give a true and fair view. Our 
responsibility is to audit and express an 
opinion on the Group financial statements 
in accordance with applicable law and 
International Standards on Auditing (UK 
and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s 
(APB’s) Ethical Standards for Auditors.
Scope of the audit of the 
financial statements
A description of the scope of an audit of 
financial statements is provided on the 
APB’s website at www.frc.org.uk/apb/
scope/private.cfm.
Opinion on financial statements
In our opinion the Group financial 
statements:
•  give a true and fair view of the state 
of the Group’s affairs as at 31 March 
2011 and of its profit for the year 
then ended; 
•  have been properly prepared in 
accordance with IFRS as adopted by 
the European Union; and
•  have been prepared in accordance 
with the requirements of the 
Companies Act 2006.
Separate opinion in relation  
to IFRSS
As explained in Note 2 to the Group 
financial statements, the Group in addition 
to complying with its legal obligation 
to comply with IFRSs as adopted by the 
European Union, has also complied 
with IFRSs as issued by the International 
Accounting Standards Board (IASB).
In our opinion the Group financial 
statements comply with IFRSs as issued by 
the IASB.
Opinion on other matters 
prescribed by the 
Companies Act 2006
In our opinion the information given 
in the Report of the Directors for the 
financial year for which the Group financial 
statements are prepared is consistent with 
the Group financial statements.
Matters on which we are 
required to report by exception
We have nothing to report in respect of the 
following matters where the Companies 
Act 2006 requires us to report to you if, in 
our opinion:
•  certain disclosures of Directors’ 
remuneration specified by law are 
not made; or
•  we have not received all the 
information and explanations we 
require for our audit.
Other matter
We have reported separately on the parent 
company financial statements of fuse8 plc 
for the period ended 31 March 2011. 
David White 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
Statutory Auditor, Chartered Accountants 
BIRMINGHAM
Date: 29 June 2011
fuse8.com 24
Annual Report 2011
Comprehensive income
Group statement of comprehensive income
For the year ended 31 March 2011
  2011 2010
 Note £’000 £’000
Turnover  5,058 4,512
Revenue  3,602 3,347
Administrative expenses  2,918 2,746
Headline operating profit  684 601 
Exceptional costs 9 437 -
Operating profit  247 601 
Finance costs 6 (19) (17) 
Finance income  6 2 1
Net finance cost  (17) (16)
Profit from continuing operations before tax  230 585 
Taxation charge 7 193 180
Profit for the period and total comprehensive income  37 405
Attributable to: 
Parent company’s shareholders  37 405
Basic earnings per share from total operations 8 0.3p 4.0p
Diluted earnings per share from total operations 8 0.3p 4.0
 
 
 
All of the activities of the Group are classed as continuing.
The accompanying notes form an integral part of these financial statements.
fuse8.com 25
Annual Report 2011
Financial position
Group statement of financial position
At 31 March 2011
  2011 2010 2009 
 Note £’000 £’000 £’000
Non-current assets     
Goodwill 10 558 - - 
Property, plant and equipment 11 350 315 193
  908 315 193 
Current assets     
Trade and other receivables 13 1,588 1,226 777 
Cash and cash equivalents  243 284 96
  1,831 1,510 873
Total assets  2,739 1,825 1,066
Current liabilities     
Trade and other payables 14 999 744 631 
Corporation tax  173 180 32 
Financial liabilities 15 20 30 33
  1,192 954 696
Non-current liabilities     
Financial liabilities 15 114 103 7 
Deferred tax 17 9 9 9
  123 112 16
Total liabilities   1,315 1,066 712
    
Net assets  1,424 759 354
 
Shareholders’ funds     
Share capital 20 252 204 204 
Capital redemption reserve  318 - - 
Share premium account  2,042 - - 
Merger reserve  (1,964) (184) (184) 
Retained earnings  776 739 334
Total equity 1,424 759 354
 
 
The financial statements were approved by the Board of Directors on 29 June 2011. 
 
 
 
N G Hunter 
Director
Company number: 04784678
fuse8.com 26
Annual Report 2011
Changes in equity
Group statement of changes in equity
For the year ended 31 March 2011
  Capital Share
 Issued redemption premium Merger Retained Total 
 capital reserve account reserve earnings equity
 £’000 £’000 £’000 £’000 £’000 £’000
Balance at  
1 April 2008 204 - - (184) 272 292 
Comprehensive income - - - - 62 62
Balance at  
1 April 2009 204 - - (184) 334 354
Comprehensive income - - - - 405 405
Balance at  
31 March 2010 204 - - (184) 739 759
Reverse acquisition 23 318 1,667 (1,780) - 228 
Shares issued 25 - 375 - - 400 
Comprehensive income - - - - 37 37
Balance at  
31 March 2011 252 318 2,042 (1,964) 776 1,424
The accompanying notes form an integral part of these financial statements.
fuse8.com 27
Annual Report 2011
Cash flows
The accompanying notes form an integral part of these financial statements.
Group statement of cash flows
For the year ended 31 March 2011
  2011 2010 
 Note £’000 £’000
Cash inflow from operating activities 21   
Cash inflow from operating activities before tax  166 364 
Corporation tax paid  (200) (32)
Net cash (outflow) / inflow from operating activities after tax  (34) 332 
 
Cash inflow/ (outflow) from investing activities    
Finance income received  2 1 
Cash acquired on reverse acquisition  82 - 
Cash acquired on acquisition of subsidiary   53  - 
Purchase of property, plant and equipment  (68) (128) 
Proceeds from disposals of property, plant and equipment  82 -
Net cash inflow/ (outflow) from investing activities  151 (127)
 
Cash outflow from financing activities  
Finance cost paid  (19) (17) 
Capital repayment of finance leases  (139) -
Net cash outflow from financing activities  (158) (17)
 
Net (decrease) / increase in cash and cash equivalents  (41) 188
 
Cash and cash equivalents at beginning of year  284 96
Cash and cash equivalents at end of year  243 284
fuse8.com 28
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
1 General information
fuse8 plc is a holding company. The 
Group’s principal activities are digital 
marketing communications services.
fuse8 plc, a public limited company, is 
the Group’s ultimate parent company. 
It is incorporated and domiciled in the 
United Kingdom. The registered office and 
principal place of business of the Group 
and subsidiary company is disclosed on 
the Directors and advisors page to these 
financial statements. fuse8 plc’s shares are 
listed on the Alternative Investment Market 
of the London Stock Exchange. 
The financial statements for the year 
ended 31 March 2011 (including the 
comparatives for the year ended 31 March 
2010 and 31 March 2009) were approved 
by the Board of Directors on 29 June 2011. 
2 Accounting policies
Basis of preparation 
The Company issued new shares on 19 July 
2010 to acquire the entire issued share 
capital of fuse8 Group Limited (see note 
9). After the acquisition the Directors of 
fuse8 Group Limited, owned the majority of 
fuse8 plc and controlled the entity. Under 
International Financial Reporting Standards 
(IFRS), the transaction is deemed to be a 
reverse acquisition. The legal acquiring 
entity, fuse8 plc, did not constitute a 
business in its own right at the point of 
acquisition and as such the acquired entity 
fuse8 Group Limited has been presented 
as the acquirer with comparative 
information given on fuse8 Group Limited.
Whilst IFRS 3, Business Combinations, is 
not directly relevant, as fuse8 plc does 
not constitute a business, as governed 
by IAS 8, Accounting Policies, Changes in 
Accounting Estimates and Errors on how 
to account for accounting transactions 
where no standard specifically applies 
to a transaction, IFRS 3 has been used 
to determine the identity of the acquirer, 
the acquisition date and the fair value 
of assets and liabilities acquired for this 
transaction. The assets and liabilities of 
fuse8 Group Limited have been recognised 
and measured at their pre-combination 
carrying values and the comparative 
results are those of fuse8 Group Limited 
and therefore the retained earnings and 
other reserves brought forward are those 
of fuse8 Group Limited. The cost of the 
acquisition was measured at the fair value 
of the ordinary shares that were issued 
to effect the reverse acquisition. The 
assets and liabilities of fuse8 plc have 
been recognised at the fair value at the 
acquisition date. The premium arising 
on the acquisition has been written off 
within the income statement fuse8 plc, 
as the legal acquirer did not constitute 
a business at the time of acquisition (as 
it was a holding company only) and as 
such cannot support any goodwill on 
acquisition. The share capital and share 
premium at the period end are those of the 
parent company fuse8 plc. The movement 
in the share capital and share premium 
from fuse8 Group Limited to fuse8 plc 
is recognised in a merger reserve.
The comparative period for the financial 
statements is the 12 months to 31 March 
2010 which was the year end for fuse8 
Group Limited (the acquired subsidiary). 
The 31 March 2010 figures are drawn 
from the audited financial statements 
of fuse8 Group Limited which were 
prepared under UK GAAP and represented 
this company only. Due to the listing 
on AIM in the period, the comparative 
figures in respect of 2010 have been 
restated to reflect changes in accounting 
policies as a result of adoption of IFRS. 
The disclosures required by IFRS 1 
concerning the transition from UK GAAP 
to IFRS are given in note 27. There are 
no changes to the figures presented 
under UK GAAP due to the transition to 
IFRS. An additional comparative balance 
sheet at 31 March 2009 has been 
presented due to the transition to IFRS.
The consolidated financial statements 
of fuse8 plc has been prepared under 
the historical cost convention and in 
accordance with International Financial 
Reporting Standards as adopted by 
the EU and the International Financial 
Reporting Standards as issued by the 
International Accounting Standards Board. 
Overall considerations 
The significant accounting policies that 
have been used in the preparation 
of these consolidated financial 
statements are summarised below: 
•  the accounting estimates and 
assumptions are consistent with 
the Group’s latest approved budget 
forecast where applicable
•  judgements are based on the information 
available at each balance sheet date
•  all estimates are based on the best 
information available to management.
Critical accounting estimates and 
assumptions 
The Group makes estimates and 
assumptions concerning the future. 
The resulting accounting estimates 
will, by definition, seldom equal actual 
results. The estimates and assumptions 
that have a significant risk of causing 
a material adjustment to the carrying 
amounts of assets and liabilities within 
the next accounting year are as follows:
•  performance of impairment 
reviews to assess the carrying 
value of goodwill (see note 10)
•  at each reporting period, the Group 
has a number of projects in progress. 
Management review each project 
to determine the project’s progress 
and reach a judgement as to the 
revenue that should be recognised. 
Management base this judgement on 
the best available project information.
The area of judgement within the financial 
statements which has been considered 
by the Directors is detailed below:
•  the acquisition of fuse8 Group Limited 
by fuse8 plc has been accounted for as a 
reverse acquisition, which has required 
the Directors to assess the transaction 
and conclude on the appropriate 
method of presentation in the financial 
statements. A value for fuse8 Group 
Limited has been calculated by the 
Directors, by reference to historical 
and forecasts profits of the entity, to 
determine the non-cash value of the 
transaction for the shareholding given 
up by the Directors of fuse8 Group 
Limited following the transaction.
fuse8.com 29
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
Adoption of new or amended IFRS 
The Group has now early adopted the 
following new standards, amendments 
or interpretations that have been issued 
but are not yet effective. The Group has 
commenced its assessment of the impact 
of these standards but it is not yet in a 
position to state whether these standards 
would have a material impact on its results 
of operations and financial position.
IFRS 9 Financial Instruments 
Effective for annual periods beginning on 
or after 1 January 2013
IAS 24 Related Party Disclosures  
(Revised 2009) 
Effective for annual periods beginning on 
or after 1 January 2011
Annual Improvements to IFRS issued  
May 2010 
Effective for annual periods beginning on 
or after 1 June 2010 and 1 January 2011
Consolidation and investments in 
subsidiaries  
Subsidiaries are all entities over which 
the Group has the power to control the 
financial and operating policies. The Group 
obtains and exercises control through 
voting rights. The consolidated financial 
statements of the Group incorporate 
the financial statements of the parent 
company as well as those entities 
controlled, to obtain economic benefit, 
by the Group by full consolidation.
In addition, acquired subsidiaries are 
subject to application of the acquisition 
method. This involves the revaluation at 
fair value of all identifiable assets and 
liabilities, including contingent liabilities 
of the subsidiary, at the acquisition date, 
regardless of whether or not they were 
recorded in the financial statements of the 
subsidiary prior to acquisition. On initial 
recognition, the assets and liabilities of the 
subsidiary are included in the consolidated 
balance sheet at these fair values, 
which are also used as the bases for 
subsequent measurement in accordance 
with the Group accounting policies.
Material intra-group balances and 
transactions, and any unrealised gains 
or losses arising from intra-group 
transactions, are eliminated in preparing 
the consolidated financial statements.
Goodwill 
Goodwill represents the excess of the fair 
value of the cost of a business acquisition 
over the Group’s share of the fair value of 
assets and liabilities acquired as at the 
date of acquisition. Goodwill is tested 
annually for impairment and carried at 
cost less accumulated impairment losses.
Impairment 
Goodwill and property, plant and 
equipment are subject to impairment 
testing.
For the purposes of assessing impairment, 
assets are grouped at the lowest levels 
for which there are separately identifiable 
cash flows (cash-generating units). As a 
result, some assets are tested individually 
for impairment and some are tested at 
cash-generating unit level. Goodwill is 
allocated to those cash-generating units 
that are expected to benefit from synergies 
of the related business combination and 
represent the lowest level within the Group 
at which management monitors the related 
cash flows.
Individual intangible assets or cash-
generating units that include goodwill 
with an indefinite useful life are tested 
for impairment at least annually. All other 
individual assets or cash-generating units 
are tested for impairment whenever events 
or changes in circumstances indicate 
that the carrying amount may not be 
recoverable.
An impairment loss is recognised for 
the amount by which the asset’s or 
cash-generating unit’s carrying amount 
exceeds its recoverable amount. The 
recoverable amount is the higher of fair 
value, reflecting market conditions less 
costs to sell, and value in use based on an 
internal discounted cash flow evaluation. 
Impairment losses recognised for cash-
generating units, to which goodwill has 
been allocated, are credited initially to the 
carrying amount of goodwill. Any remaining 
impairment loss is charged pro rata to 
the other assets in the cash generating 
unit. With the exception of goodwill, all 
assets are subsequently reassessed 
for indications that an impairment loss 
previously recognised may no longer exist.
Property, plant and equipment 
Property, plant and equipment is carried 
at acquisition cost less subsequent 
depreciation and impairment losses. 
Depreciation is charged on these 
assets in equal annual instalments 
over the estimated useful economic life 
of each asset, taking into account the 
estimated residual value of each asset, 
which is assessed at least annually. 
The rates generally applicable are:
Leasehold improvements -  
shorter of the lease period and the life of 
the asset
Plant and machinery -  
25% - 33% reducing balance
Motor vehicles -  
25% reducing balance
Taxation 
The tax charge or credit for the period 
represents the sum of current tax and 
deferred tax.
Current tax is based on the taxable profit 
or loss for the year. Taxable profit or loss 
differs from net profit or loss as reported in 
the statement of comprehensive income as 
it excludes items of income or expense that 
are deductible in other years and items 
that are never deductible. The current 
and deferred tax charges and credits 
are calculated using tax rates and laws 
that have been enacted or substantively 
enacted at the balance sheet date.
Deferred tax is the tax expected to be 
payable or recoverable on differences 
between the carrying amounts of assets 
and liabilities in the financial statements 
and the corresponding tax bases used 
in the computation of taxable profit, and 
is accounted for using the balance sheet 
liability method. Deferred tax liabilities 
are generally recognised for all taxable 
temporary differences and deferred tax 
assets are recognised to the extent that 
it is probable that taxable profits will 
be available against which deductible 
temporary differences can be utilised.
fuse8.com 30
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
Taxation (continued) 
Such assets and liabilities are not 
recognised if the temporary difference 
arises from the initial recognition of 
goodwill or of other assets and liabilities 
in a transaction (other than in a business 
combination) that affects neither the tax 
profit nor the accounting profit.
The carrying amount of deferred tax 
assets is reviewed at each balance sheet 
date and reduced to the extent that it 
is no longer probable that sufficient 
taxable profits will be available to allow 
all or part of the asset to be recovered. 
Deferred tax is calculated at the tax 
rates that are expected to apply 
in the period when the liability is 
settled or the asset is realised.
Deferred tax is charged or credited in the 
statement of comprehensive income, 
except when it relates to items charged or 
credited directly to equity, in which case 
the deferred tax is also dealt with in equity.
Leases 
In accordance with IAS 17, the economic 
ownership of a leased asset is transferred 
to the lessee if the lessee bears 
substantially all the risks and rewards 
related to the ownership of the leased 
asset. The related asset is recognised at 
the time of inception of the lease at the 
fair value of the leased asset or, if lower, 
the present value of the lease payments 
plus incidental payments, if any, to be 
borne by the lessee. A corresponding 
amount is recognised as a finance leasing 
liability, irrespective of whether some of 
these lease payments are payable up-front 
at the date of inception of the lease.
Subsequent accounting for assets held 
under finance lease agreements, i.e. 
depreciation methods and useful lives, 
correspond to those applied to comparable 
acquired assets. The corresponding 
finance leasing liability is reduced by 
lease payments less finance charges, 
which are expensed to finance costs. 
Finance charges represent a constant 
periodic rate of interest on the outstanding 
balance of the finance lease liability.
All other leases are treated as operating 
leases. Payments on operating lease 
agreements are recognised as an 
expense on a straight-line basis. 
Associated costs, such as maintenance 
and insurance, are expensed as incurred. 
The Group does not act as a lessor.
Segment reporting 
The Group operates in only one business 
segment; the provision of design, 
marketing and new media services, 
and in one geographic location, the 
United Kingdom. As such, no further 
segmental information is provided.
Financial instruments classification as 
equity or financial liability 
Financial liabilities and equity instruments 
are classified according to the substance of 
the contractual arrangements entered into.
A financial liability exists where there is 
a contractual obligation to deliver cash 
or another financial asset to another 
entity, or to exchange financial assets 
or financial liabilities under potentially 
unfavourable conditions. In addition, 
contracts which result in the entity 
delivering a variable number of its own 
equity instruments are financial liabilities. 
Shares containing such obligations 
are classified as financial liabilities.
An equity instrument is any contract 
that evidences a residual interest 
in the assets of the Company after 
deducting all of its liabilities. Dividends 
and distributions relating to equity 
instruments are debited direct to equity.
Financial assets 
Financial assets are divided into loans 
and receivables, financial assets at 
fair value through income statement 
and available for sale financial assets. 
Currently, the Group has no financial 
assets other than loans and receivables. 
The designation of financial assets is 
re-evaluated at every reporting date 
at which a choice of classification or 
accounting treatment is available.
All financial assets are recognised 
when the Group becomes a party to the 
contractual provisions of the instrument. 
Financial assets other than those 
categorised as at fair value through 
the income statement are recognised 
at fair value plus transaction costs. 
Loans and receivables are non-derivative 
financial assets with fixed or determinable 
payments that are not quoted in an 
active market. Trade receivables and 
other receivables are classified as loans 
and receivables. Loans and receivables 
are measured subsequent to initial 
recognition at amortised cost using the 
effective interest method, less provision 
for impairment. Any change in their 
value through impairment or reversal 
of impairment is recognised in the 
statement of comprehensive income. 
Discounting, however, is omitted where 
the effect of discounting is immaterial.
Provision against trade receivables is 
made when there is objective evidence 
that the Group will not be able to collect 
all amounts due to it in accordance with 
the original terms of those receivables. The 
amount of the write-down is determined 
as the difference between the asset’s 
carrying amount and the present value 
of estimated future cash flows.
An assessment for impairment 
is undertaken at least at each 
balance sheet date.
A financial asset is derecognised only 
where the contractual rights to the cash 
flows from the asset expire or the financial 
asset is transferred and that transfer 
qualifies for derecognition. A financial 
asset is transferred if the contractual 
rights to receive the cash flows of the 
asset have been transferred, or the Group 
retains the contractual rights to receive 
the cash flows of the asset but assumes 
a contractual obligation to pay the 
cash flows to one or more recipients. A 
financial asset that is transferred qualifies 
for derecognition if the Group transfers 
substantially all the risks and rewards of 
ownership of the asset, or if the Group 
neither retains nor transfers substantially 
all the risks and rewards of ownership 
but does transfer control of that asset. 
Financial liabilities 
The Group’s financial liabilities 
consist of finance lease liabilities 
and trade and other payables.
Financial liabilities are obligations to 
pay cash or other financial assets 
fuse8.com 31
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
Financial liabilities (continued) 
and are recognised when the Group 
becomes a party to the contractual 
provisions of the instrument. 
Financial liabilities categorised as at fair 
value through the income statement 
are recorded initially at fair value, 
all transaction costs are recognised 
immediately in the profit and loss account. 
All other financial liabilities are recorded 
initially at fair value, net of direct issue 
costs.
A financial liability is derecognised only 
when the obligation is extinguished, that 
is, when the obligation is discharged or 
cancelled or expires. 
Cash and cash equivalents 
Cash and cash equivalents include 
cash at bank and in hand, as well as 
short term highly liquid investments 
such as bank deposits.
Equity 
Share capital is determined using the 
nominal value of shares that have been 
issued. 
Premiums received on the initial issuing 
of share capital are credited to share 
premium account. Any transaction costs 
associated with the issuing of shares are 
deducted from share premium, net of any 
related income tax benefits.
The merger reserve was created on the 
acquisition of fuse8 Group Limited by 
fuse8 plc which was accounted for as a 
reverse acquisition.
Retained earnings includes all current and 
prior period results as disclosed in the 
statement of comprehensive income.
Turnover and revenue recognition 
Turnover is the gross amount receivable 
by the Group for goods supplied and 
services provided excluding VAT, sales 
volume rebates and trade discounts.
Revenue as stated on the face of the 
statement of comprehensive income 
is turnover less third party direct costs, 
thereby giving the revenues attributable 
to the Group for the value of work 
undertaken. All payroll costs are included 
within administrative expenses.
Revenue is recognised when the Group 
has satisfied performance criteria 
that give it the right to income.
Revenue is recognised by the 
Group on the following basis:
•  revenue from service projects is 
recognised by reference to the 
right to consideration. This can be 
assessed by measuring the ratio 
of fair value of work done in a 
period to the total fair value of work 
required to complete the project 
•  retainer revenue is recognised 
evenly across the time period 
to which it relates
•  media commission is recognised 
when the related job has been 
successfully completed. 
Employee benefits 
The Group operates a purchase 
(defined contribution) pension scheme. 
Contributions payable to the scheme 
are charged to the income statement 
in the year to which they relate. These 
contributions are invested separately from 
the Group’s assets.
Short-term employee benefits, including 
holiday entitlement, are included in current 
pension and other employee obligations at 
the undiscounted amount that the Group 
expects to pay as a result of the unused 
entitlement.
fuse8.com 32
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
3 Segmental reporting
The Group operates in one business segment, the provision of digital marketing communications services, and operates in one 
geographic segment, the United Kingdom. As such, no further segmental information has been disclosed. No individual customer 
constitutes 10% or more of the revenue of the Group.
4 Profit from continuing operations before taxation
The profit on continuing operations is stated after charging/(crediting):
 2011 2010 
 £’000 £’000
 
Auditors’ remuneration: 
Audit 
  - Audit of company 10 11 
  - Audit of subsidiaries 10 - 
Non-audit services  
  - Corporate taxation 2 2
 
Depreciation:    
  Property, plant and equipment owned 70 63 
  Property, plant and equipment held under finance leases  41 35 
  
Profit on disposal of property, plant & equipment (11) - 
   
Hire of plant and machinery 15 16 
Other operating lease rentals 12 14
During the year the auditors also received remuneration of £34k (2010: £Nil) in respect of transaction support services which has been 
recorded in the statement of comprehensive income under exceptional costs. This cost was borne by the parent company.
5 Directors and employee costs
Staff costs during the year were as follows: 
  2011 2010 
  £’000 £’000
    
Wages and salaries  1,584 1,456 
Social security costs  186 167
  1,770 1,623
 
The average number of employees of the Group during the year were: 
  2011 2010 
  No. No.
  37 37
fuse8.com 33
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
 2011 2010
 Basic Benefits Employers’    Employers’  
  in kind national Total Basic Benefits national Total 
   insurance   in kind insurance
 £’000 £’000 £’000 £’000 £’000 £’000  £’000 £’000
 
R A Hutchinson 115 25 17 157 106 11 14 131 
M J Walton 123 39 20 182 67 36 12 115 
N G Hunter 123 37 20 180 99 20 15 134 
A J B Middleton (1) - - - - - - - - 
G I Burns (1) 17 - 2 19 - - - - 
 
 378 101 59 538 272 67 41 380 
 
(1) Appointed 20 July 2010
There is currently no Executive bonus scheme in place. R A Hutchinson, N G Hunter and M J Walton benefit from the provision of private 
medical insurance and the provision of company cars. A J B Middleton and G I Burns receive no bonus, pension or benefits in kind.
R A Hutchinson, N G Hunter and M J Walton each have a service agreement with the Group which is terminable on not less than 12 
months’ written notice given by either party to the other at any time. A J B Middleton and G I Burns have letters of appointment with the 
Group which are terminable upon 6 months’ written notice being given by either party.
Transactions with related parties to the Directors are disclosed in note 25.
6 Finance income and expense 
        2011 2010 
        £’000 £’000
Bank interest receivable       2 1 
         
Finance income       2 1 
         
   
   
Interest on finance lease agreements        19 17 
         
Finance expense       19 17 
         
Directors’ remuneration
fuse8.com 34
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
7 Taxation on profit on ordinary activities
The tax charge is based on the profit on continuing operations for the year and represents:
  2011 2010
  £’000 £’000
UK corporation tax:   
Current tax on income for the period at 28% (2010: 28%)  193 180 
Tax charge on profit on continuing operations  193 180
   
The tax assessed for the period differs from the standard rate of corporation tax in the UK as follows:
Profit charge on continuing operations before tax  230 585
   
Profit on continuing operations multiplied by standard rate of  
corporation tax in the UK of 28% (2010: 28%)  64 163
 
Effect of:   
Expenses not deductible for tax purposes   122 15
Depreciation in excess of capital allowances  7 2
Tax charge on profit on continuing operations  193 180
8 Earnings per share
The calculation of the basic earnings per share is based on the profit on ordinary activities after tax and on the weighted average 
number of ordinary shares in issue during the year. 
As a result of the reverse acquisition, the weighted average number of shares up until the reverse acquisition is deemed to be the 
number of shares that were issued by fuse8 plc for the reverse acquisition.
The diluted earnings per share figure is the same as the basic earnings per share as no diluting shares or options exist.
The profit and weighted average number of shares used in the calculations are set out below: 
  Weighted average Earnings per 
Basic and diluted Profit number of shares share 
earnings per share £’000 Number ‘000 Pence
Year ended 31 March 2011 37 11,767 0.3p
Year ended 31 March 2010 405 10,215 4.0p
     
fuse8.com 35
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
9 Reverse acquisition
On the 19 July 2010, fuse8 plc (formerly Award International Holdings Plc) acquired all of the issued share capital of fuse8 Group 
Limited. The transaction has been accounted for as a reverse acquisition under International Financial Reporting Standards. The non-
cash fair value of shares awarded was assessed based on the fair value of fuse8 Group Limited on the day of acquisition. The amounts 
recognised for each class of assets, liabilities and contingent liabilities at the acquisition date were as follows:
   £’000
Trade and other receivables   41
Cash   82
Trade and other payables   (5)
   
Net assets acquired   118
   
Non cash fair value of shares issued    228
Acquisition fees   327
   
   555
   
Exceptional cost of acquisition recognised in the income statement   437
  
   
All acquisition fees have been recorded within the income statement within exceptional costs.
10 Goodwill
Gross carrying amount and net book value   £’000
At 1 April 2008, 31 March 2009 and 31 March 2010   -
Additions   558
   
At 31 March 2011   558
   
During the year the Group acquired Delete Digital Marketing Limited and all goodwill above relates to that acquisition. Details of this 
acquisition are given in note 26.
Goodwill arising on consolidation represents the excess of the fair value of the consideration given over the fair value of the identifiable 
net assets acquired.
The Group tests annually for impairment, or more frequently if there are indicators that goodwill might be impaired. 
The recoverable amounts of the cash generating unit (CGU) is determined from value in use calculations, covering a 3 year forecast 
followed by a long term average growth rate of 2% over the next 7 years and applying a discount rate of 10%, which equates to the 
weighted average cost of capital.
Management’s key assumptions are based on their past experience and future expectations of the market over the longer term. The key 
assumptions for the value in use calculations are those regarding discount rates, growth rates and expected changes to revenue and 
contribution during the period.
Apart from the considerations described in determining the value-in-use of the cash generating unit above, the Group’s management 
does not believe that reasonably possible changes on the assumptions underlying the value in use calculation would have an impact on 
the carrying value of goodwill.
After applying sensitivity analysis in respect of the results and future cash flows, in particular for presumed growth rates and discount 
rates, management believe that no impairment is required. Management is not aware of any other changes that would necessitate 
changes to its key estimates.
fuse8.com 36
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
11 Property, plant and equipment
 Leasehold Plant & Motor 
 improvements machinery vehicles Total
 £’000 £’000 £’000 £’000 
Cost      
At 31 March 2008 18 429 47 494 
Additions 16 76 - 92
At 31 March 2009 34 505 47 586 
Additions 5 62 155 222
At 31 March 2010 39 567 202 808 
Acquisitions - 10 - 10 
Additions - 28 179 207 
Disposals - - (127) (127)
At 31 March 2011 39 605 254 898
 
Depreciation     
At 31 March 2008 3 307 15 325 
Provided in the year 5 57 8 70
At 31 March 2009 8 364 23 395 
Provided in the year 8 55 35 98
At 31 March 2010 16 419 58 493 
Provided in the year 8 52 51 111 
Disposals - - (56) (56)
At 31 March 2011 24 471 53 548
Net book value      
at 31 March 2011 15 134 201 350
Net book value 
at 31 March 2010 23 148 144 315
Net book value 
at 31 March 2009 28 141 24 193
The net book value of fixed assets includes £156k (2010: £143k, 2009: £24k) in respect of assets held under finance leases.
fuse8.com 37
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
12 Principal subsidiaries
At 31 March 2011 the principal subsidiaries of the group were as follows:
   % of 
  Description nominal Principal 
Name of subsidiary Country of of shares value of business 
undertaking incorporation held shares held activity 
 
fuse8 Group Limited United Kingdom Ordinary 100 Digital marketing  
    communications  
    services 
Delete Digital Marketing Limited United Kingdom Ordinary 100 Dormant
13 Trade and other receivables 
  2011 2010 2009 
  £’000 £’000 £’000
    
Trade receivables  1,008 982 612 
Other receivables  153 90 88 
Prepayments and accrued income  427 154 77
  1,588 1,226 777
 
The carrying values are considered to be a reasonable approximation of fair value. The effect of discounting trade and other receivables 
has been assessed and is deemed to be immaterial to the Group’s results. 
All trade and other receivables have been reviewed for indicators of impairment. During the year, certain trade receivables were found to 
be impaired and a provision of £40k (2010: £68k, 2009: £7k) has been recorded accordingly.
In addition, some of the unimpaired trade receivables are past due as at the reporting date. The age of trade receivables past due but 
not impaired are as follows:
  2011 2010 2009 
  £’000 £’000 £’000
    
Not overdue  731 612 335 
Not more than 3 months  250 348 262 
More than 3 months but not more than 6 months  27 22 15
  1,008 982 612
None of the other receivables are past due (2010: £nil, 2009: £nil). 
fuse8.com 38
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
14 Trade and other payables
 2011 2010 2009 
 £’000 £’000 £’000
    
Trade payables 327 273 165 
Other taxation and social security 366 221 140 
Other payables 72 64 196 
Accruals and deferred income 234 186 130
 999 744 631
 
The carrying values are considered to be a reasonable approximation of fair value. The effect of discounting trade and other payables 
has been assessed and is deemed to be immaterial to the Group’s results. 
Included within other payables is £2k (2010: £9k, 2009: £37k) owed to R A Hutchinson. Included within other payables at 31 March 
2009 is £55k owed to M J Walton. Details of these Directors’ loans are given in note 25 of the financial statements.
15 Financial liabilities
Current 2011 2010 2009 
 £’000 £’000 £’000
    
Obligations under finance lease  20 30 33
 
Non-current 2011 2010 2009 
 £’000 £’000 £’000
    
Obligations under finance lease  114 103 7
16 Finance lease liabilities
Future minimum lease payments at the end of each reporting period under review were as follows:
31 March 2011 Within 1 year 1 to 5 years Total 
 £’000 £’000 £’000
    
Lease payments 34 171 205 
Discounts (14) (57) (71)
Net present values 20 114 134
 
31 March 2010 Within 1 year 1 to 5 years Total 
 £’000 £’000 £’000
 
Lease payments 46 158 204 
Discounts (16) (55) (71)
Net present values 30 103 133
 
31 March 2009 Within 1 year 1 to 5 years Total 
 £’000 £’000 £’000
 
Lease payments 35 8 43  
Discounts (2) (1) (3)
Net present values 33 7 40
Finance leases and hire purchase agreements are secured on the specific assets to which they relate.
fuse8.com 39
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
17 Deferred taxation
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 26% (2010: 28%, 2009: 28%)  
or the tax rate that will apply on reversal.
The deferred tax liability is attributable to the following:
 2011 2010 2009 
 £’000 £’000 £’000 
Capital allowances in excess of depreciation 9 9 9
There are no unprovided deferred tax liabilities in the Group.
18 Financial instruments
The Group uses financial instruments comprising cash and short term deposits, Directors loans, finance lease agreements and various 
items such as trade receivables and trade payables that arise directly from its operations. 
Trade receivables and payables  
The Group enters into day to day sales and purchase transactions resulting in trade payables and receivables. Such transactions are 
carried at the initial recognition amount until they reach maturity. Provision for impairment is made on a specific basis only and due to 
the short term nature of the transactions, no subsequent remeasurement is undertaken.
Credit risk 
The Group trades with only recognised creditworthy third parties. The carrying value of trade receivables is shown in note 13. It is 
Group’s policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. In addition, receivable 
balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not significant. 
The credit risk exposure of the Group is not thought to be significant. Projects which lead to individually significant balances are subject 
to Board approval as part of the take-on process and are kept under regular scrutiny.
Liquidity risk 
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash 
assets safely and profitably.
The Group has an overdraft facility amounting to £300k (2010: £nil, 2009: £nil) which was un-drawn at the year end.
fuse8.com 40
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
18 Financial instruments (continued)
Financial assets and liabilities 
The IAS 39 categories of financial assets included in the balance sheet and the headings in which they are included are as follows:
 2011 2010 2009 
 £’000 £’000 £’000
    
Non financial assets 1,335 469 270 
Loans and receivables 1,404 1,356 796
Total assets 2,739 1,825 1,066
    
Current assets    
Trade and other receivables 1,161 1,072 700 
Cash and cash equivalents 243 284 96
 1,404 1,356 796
 
The IAS 39 categories of financial liabilities included in the balance sheet and the headings in which they are included are as follows:
 2011 2010 2009 
 £’000 £’000 £’000
    
Non financial liabilities 782 596 311 
Financial liabilities measured at amortised cost 533 470 401
Total liabilities 1,315 1,066 712
  
Current liabilities    
Trade and other payables 399 337 321 
Financial liabilities 20 30 33 
    
Non-current liabilities    
Financial liabilities 114 103 7
 533 470 361
fuse8.com 41
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
19 Capital management policies procedures
The Group’s capital management objectives are:
• to ensure the Group has adequate resources to support the plans of the business
• to ensure the Group’s ability to continue as a going concern and 
• to provide a return to shareholders.
The Group monitors capital on the basis of the carrying amount of equity. Capital for the reporting periods under review is summarised 
as follows:
 2011 2010 2009 
 £’000 £’000 £’000
 
Total equity 2,612 204 204
Capital 2,612 204 204
The Group manages the capital structure and makes adjustments to it in response to changes in economic conditions and the risk 
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of 
dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
20 Share capital
 2011 2010 2009 
 £’000 £’000 £’000 
Authorised    
12,600,000 (2010: 10,215,000) ordinary shares of £0.02 each  
 252 204 204
  
Allotted, issued and fully paid    
12,600,000 (2010: 10,215,000) ordinary shares of £0.02 each 252 204 204
  
All £0.02 ordinary shares carry the same voting rights and rights to discretionary dividends.
The £0.0098 deferred shares have no rights to voting and no rights to dividends.
During the year the Company issued the following shares:
•  10,215,000 ordinary shares of £0.02 were issued to acquire fuse8 Group Limited leading to an £204,300 increase in share capital
•  a movement of £341,000 in share capital has occurred from the 2010 numbers presented to bring the share capital in line with 
the legal share capital of the entity under reserve acquisition accounting 
•  1,250,000 ordinary shares of £0.02 were issued to acquire Delete Digital Marketing Limited leading to an £25,000 increase in 
share capital 
•  the deferred shares were cancelled.
fuse8.com 42
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
21 Net cash inflow from operating activities
  2011 2010 
  £’000 £’000
   
Operating profit  247 601 
Non-cash element of acquisition costs written off  110 - 
Depreciation  111 98 
Profit on disposal of property, plant and equipment  (11) - 
Increase in receivables  (254) (448) 
(Decrease) / increase in payables  (37) 113
Net cash inflow from operating activities  166 364
22 Contingent liabilities
There were no contingent liabilities at 31 March 2011 or 31 March 2010. 
23 Capital commitments
There were no capital commitments at 31 March 2011 or 31 March 2010. 
24 Leasing commitments 
The Group’s aggregate minimum operating lease payments for the remaining lives of the leases are as follows:
 
  Within 1 year 1 to 5 years Total 
  £’000 £’000 £’000 
     
31 March 2010 46 41 87 
     
31 March 2011 92 71 163
     
25 Transactions with related parties 
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not 
disclosed in this note.
During the year, the Company paid to the fuse8 Self Invested Benefit Arrangement, rent, at market rates on normal commercial terms of 
£37,500 (2010: £37,500) in respect of office premises owned by the pension scheme and used by the Group. The balance owed to the 
scheme at 31 March 2011 was £13,884 (2010: £20,860) and is included within other creditors. The Directors Mr M J Walton and Mr R A 
Hutchinson are both trustees and members of the pension scheme.
During the year, the Group acquired Delete Digital Marketing Limited as detailed in note 26. Prior to the acquisition, Delete Digital 
Marketing Limited was owned by Mr A J B Middleton and Mr G I Burns, Directors of fuse8 plc.
During the year, GBS Consultants, a company controlled by Mr G I Burns, charged the Group £84,950 in relation to consultancy advice 
and other services. The balance owed by the Group at 31 March 2011 was £20,050. During the year, Mr A J B Middleton charged the 
Group £13,200 in relation to consultancy advice.
fuse8.com 43
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
25 Transactions with related parties (continued)
During the year, the company was charged £372,214 (2010: £334,997) for salary and other administration costs, from a company  
incorporated in Russia, fuse8 Online OOO and this charge aims to cover the direct costs incurred. This company is controlled by  
Mr M J Walton and he has granted the company an option to acquire his shareholding for £1.
Directors’ loan accounts 
The following Directors’ loan accounts were owed to/(from) the Group at the year-end:
 2011 2010 2009 
 £’000 £’000 £’000 
     
M J Walton 52 30 - 
N G Hunter 47 46 1
    
Total owed to the Group (included in other receivables) 99 76 1
    
    
M J Walton - - (55) 
R A Hutchinson (2) (9) (37)
    
Total owed by the Group (included in other payables) (2) (9) (92)
    
The maximum overdrawn position on the Director’s loan accounts in the period was as follows:
 2011 2010 2009
 £’000 £’000 £’000
    
M Walton 52 30 -
R A Hutchinson - - -
N G Hunter 47 46 1
No interest is charged on Directors’ loan balances, other than £1,520 on Mr N G Hunter’s balance, and there is no set repayment date. 
The Directors will look to repay the overdrawn loan accounts as soon as possible.
 
fuse8.com 44
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
26 Business combination
On 30 November 2010, fuse8 plc acquired 100% of the issued share capital of Delete Digital Marketing Limited, a Company 
incorporated in the United Kingdom. The total cost of acquisition includes the following components:
   £’000 
Fair value of shares allotted in fuse8 plc   400
    
1,250,000 of shares were issued as consideration to acquire Delete Digital Marketing Limited on 30 November 2010 when the share 
price was 32p. The consideration has been valued at its fair value on that date of £400k.
The amounts recognised for each class of the acquiree’s assets, liabilities and contingent liabilities recognised at the acquisition date 
are as follows:
 Carrying amount  Adjustments Fair value
 £’000 £’000 £’000
Plant and equipment 10 - 10
Trade and other receivables 121 (54) 67
Cash and cash equivalents 53 - 53
Corporation tax asset 15 (15) -
    
Total assets 199 (69) 130
   
Trade payables (40) - (40)
Other tax and social security (82) - (82)
Accruals and deferred income (166) - (166)
    
Total liabilities (288) - (288) 
    
Net liabilities (89) (69) (158)
    
Fair value of purchase consideration    400
    
Goodwill   558
    
The primary reason for the acquisition of Delete Digital Marketing Limited was the expected synergies and business opportunities that 
can be derived from the consolidated entity of fuse8 plc and Delete Digital Marketing Limited. 
The goodwill that arose on the combination can be attributed to the synergies expected to be derived from the combination and the 
value of the workforce of Delete Digital Marketing Limited, which cannot be recognised as an intangible asset under IAS 38 “Intangible 
Assets”.
fuse8.com 45
Annual Report 2011
Notes
Notes to the financial statements
For the year ended 31 March 2011
27 Transition to international financial reporting standards 
The transition from previous UK GAAP to IFRS has been made in accordance with IFRS 1, First-time Adoption of International Financial 
Reporting Standards. 
The Directors have reviewed the results and position of the Group since the transition date to IFRS of 1 April 2009 and have concluded 
that there are no adjustments required to the income statement or equity of the Group. Items within the balance sheet have been 
reclassified under the correct IFRS headings, however no adjustments have been made that effect net assets.
As such, no reconciliations between UK GAAP and IFRS have been presented.
Explanation of adjustments to the cash flow statement
Application of IFRS has resulted in reclassification of certain items in the cash flow statement as follows:
(i)  under UK GAAP , payments to acquire property, plant and equipment were classified as part of ‘Capital expenditure and financial 
investment’. Under IFRS, payments to acquire property, plant and equipment have been classified as part of ‘Investing activities’.
(ii)  income taxes paid during 2010 are classified as operating cash flows under IFRS, but were included in a separate category of tax 
cash flows under previous GAAP .
There are no other significant differences between the cash flow statement presented under IFRS and the cash flow statement 
presented under UK GAAP . 
fuse8.com Annual Report 2011
46
fuse8.com 47
Annual Report 2011
Index to the financial statements
Company Statutory Financial Statements 
(prepared under UK GAAP)
For the period ended 31 March 2011 | Company number 04784678
Annual Report 2011
47
Index
Company statement of Directors’ responsibilities  48
Report of the independent auditor    49
Company balance sheet  50
Notes to the company financial statements  51
fuse8.com 48
Annual Report 2011
Directors’ responsibilities
Company statement of Directors’ responsibilities
For the period ended 31 March 2011
Directors’ responsibilities statement 
The Directors are responsible for preparing 
the Directors’ report and the Company 
only financial statements (“financial 
statements”) in accordance with applicable 
law and regulations.
Company law requires the Directors 
to prepare financial statements for 
each financial year. Under that law the 
Directors have elected to prepare financial 
statements in accordance with United 
Kingdom Generally Accepted Accounting 
Practice (United Kingdom Accounting 
Standards and applicable laws). Under 
company law, the Directors must not 
approve the financial statements unless 
they are satisfied that they give and true 
and fair view of the state of affairs and 
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;
•  make judgments and estimates that 
are reasonable and prudent;
•  state whether applicable UK 
Accounting Standards have been 
followed, subject to any material 
departures disclosed and explained 
in the financial statements;
•  prepare the financial statements on 
the going concern basis unless it is 
inappropriate to presume that the 
Company will continue in business.
The Directors are responsible for keeping 
adequate accounting records that are 
sufficient to show and explain the 
Company’s transactions and disclose, 
with reasonable accuracy, at any time the 
financial position of the Company and 
enable them to ensure that the financial 
statements comply with the Companies 
Act 2006. They are also responsible for 
safeguarding the assets of the Company 
and hence for taking reasonable steps for 
the prevention and detection of fraud and 
other irregularities.
In so far as the Directors are aware:
•  there is no relevant audit information 
of which the Company’s auditor is 
unaware; and
•  the Directors have taken all steps that 
they ought to have taken to make 
themselves aware of any relevant 
audit information and to establish 
that the auditors are aware of that 
information.
The Directors are responsible for the 
maintenance and integrity of the corporate 
and financial information included on 
the Company’s website. Legislation in the 
United Kingdom governing the preparation 
and dissemination of financial statements 
may differ from legislation in other 
jurisdictions.
fuse8.com 49
Annual Report 2011
Report of the auditor
Report of the independent auditor  
to the members of fuse8 plc (formerly Award International Plc)
For the period ended 31 March 2011
We have audited the parent company 
financial statements of fuse8 plc for 
the period ended 31 March 2011 which 
comprise the parent company balance 
sheet and the related notes. The financial 
reporting framework that has been applied 
in their preparation is applicable law and 
United Kingdom Accounting Standards 
(United Kingdom Generally Accepted 
Accounting Practice).
This report is made solely to the company’s 
members, as a body, in accordance with 
Chapter 3 of Part 16 of the Companies Act 
2006. Our audit work has been undertaken 
so that we might state to the Company’s 
members those matters we are required 
to state to them in an auditor’s report 
and for no other purpose. To the fullest 
extent permitted by law, we do not accept 
or assume responsibility to anyone other 
than the Company and the Company’s 
members as a body, for our audit work, 
for this report, or for the opinions we have 
formed.
Respective responsibilities 
of directors and auditors
As explained more fully in the Directors’ 
Responsibilities Statement set out on 
page 48, the Directors are responsible for 
the preparation of the parent company 
financial statements and for being satisfied 
that they give a true and fair view. Our 
responsibility is to audit and express an 
opinion on the parent company financial 
statements in accordance with applicable 
law and International Standards on 
Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing 
Practices Board’s (APB’s) Ethical Standards 
for Auditors.
Scope of the audit of the 
financial statements
A description of the scope of an audit of 
financial statements is provided on the 
APB’s website at www.frc.org.uk/apb/
scope/private.cfm.
Opinion on financial statements
In our opinion the parent company 
financial statements:
•  give a true and fair view of the state 
of the company’s affairs as at 31 
March 2011; 
•  have been properly prepared in 
accordance with United Kingdom 
Generally Accepted Accounting 
Practice; and
•  have been prepared in accordance 
with the requirements of the 
Companies Act 2006.
Opion on other matter prescribed 
by the Companies Act 2006
In our opinion the information given in the 
Report of the Directors for the financial 
year for which the financial statements 
are prepared is consistent with the parent 
company financial statements.
Matters on which we are 
required to report by exception
We have nothing to report in respect of the 
following matters where the Companies 
Act 2006 requires us to report to you if, in 
our opinion:
•  adequate accounting records 
have not been kept by the parent 
company, or returns adequate for our 
audit have not been received from 
branches not visited by us; or
•  the parent company financial 
statements are not in agreement with 
the accounting records and returns; 
or
•  certain disclosures of directors’ 
remuneration specified by law are 
not made; or
•  we have not received all the 
information and explanations we 
require for our audit.
Other matter
We have reported separately on the Group 
financial statements of fuse8 plc for the 
year ended 31 March 2011. 
David White 
Senior Statutory Auditor 
for and on behalf of Grant Thornton UK LLP 
Statutory Auditor, Chartered Accountants 
BIRMINGHAM
Date: 29 June 2011
fuse8.com 50
Annual Report 2011
Company balance sheet
Company balance sheet
At 31 March 2011
 Note 31 March 30 September
  2011 2009
  £’000 £’000
Fixed assets   
Investments 5 764 -
    
Current assets   
Debtors: amounts due within one year 6 47 2
Cash at bank and in hand  2 134
    
  49 136
    
   
Creditors: amounts falling due within one year 7 248 9
    
Net current (liabilities) / assets  (199) 127
    
Total assets less current liabilities  565 127
    
Capital and reserves   
Called up share capital 8 252 341
Capital redemption reserve 9 318 -
Share premium account 9 2,042 1,667
Profit and loss account 9 (2,047) (1,881)
    
Shareholders’ funds  565 127
    
   
   
The financial statements were approved by the Board of Directors on 29 June 2011.
N G Hunter 
Director
Company number: 04784678
The accompanying notes form an integral part of these financial statements.
fuse8.com 51
Annual Report 2011
Notes
Notes to the company financial statements
For the period ended 31 March 2011
1 Basis of preparation
The separate financial statements of the Company have been prepared under the historical cost convention and in accordance with UK 
accounting standards. 
The principal accounting policies of the Company are that of a holding company, which has remained unchanged from the previous year.
2 Accounting policies
Investments 
Investments held by the Company are included at cost less amounts written off. 
Where the consideration for the acquisition of a subsidiary undertaking includes shares in the company to which the provisions of 
Section 612 of the Companies Act 2006 apply, cost represents the nominal value of shares issued together with the fair value of any 
additional consideration given and costs.
Financial instruments 
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An 
equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those 
financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs 
and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to 
produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as 
an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Deferred taxation 
Deferred tax is recognised on all timing differences where the transactions or events that give the Company an obligation to pay more 
tax in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised 
when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or 
substantially enacted by the balance sheet date.
Related party transactions 
In accordance with FRS 8, Related party transactions, the Company is exempt from disclosing transactions with all its 100% owned 
subsidiaries.
Disclosure of transactions with Directors and other related parties are given in note 25 of the Group financial statements.
fuse8.com 52
Annual Report 2011
Notes
Notes to the company financial statements
For the period ended 31 March 2011
3 Loss for the financial period / year
The Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own profit and loss account in 
these financial statements. The Company’s loss for the period / year was £166k (2010: £12k).
Auditor’s remuneration incurred by the Company during the period for audit services totalled £10k (2010: £3k), and for tax compliance 
services totalled £1k (2010: £nil) which was borne by a subsidiary undertaking.
4 Directors’ and employees’ remuneration
All Group Directors are remunerated by fuse8 plc. Details of Directors’ remuneration is disclosed within note 5 of the Group financial 
statements
5 Fixed asset investments
   £’000
Cost    
At 1 October 2009   -
Acquisition of fuse8 Group Limited   364
Acquisition of Delete Digital Marketing Limited    400
    
At 31 March 2011   764
    
 
Net book value    
    
At 31 March 2011   764
    
    
At 30 September 2009   - 
    
 
 
During the period, the Company acquired 100% of the issued share capital of fuse8 Group Limited though the issue of 10,215,000 
shares with a nominal value of 2p and merger relief has been applied and the cost of investment has been restricted to the nominal 
value of shares issued, being £204k. Costs of £160k relating to the acquisition have been capitalised. 
During the period, the Company acquired 100% of the issued share capital of Delete Digital Marketing Limited through the issue of 
1,250,000 shares when the share price was 32p. The cost of investment recorded has been recognised at the fair value of shares issued, 
being £400k.
At 31 March 2011 the Company holds 100% of the ordinary share capital of the following subsidiaries:
   % of 
  Description nominal Principal 
Name of subsidiary Country of of shares value of business 
undertaking incorporation held shares held activity 
 
fuse8 Group Limited United Kingdom Ordinary 100 Digital marketing  
    communications  
    services 
Delete Digital Marketing Limited United Kingdom Ordinary 100 Dormant 
fuse8.com 53
Annual Report 2011
Notes
Notes to the company financial statements
For the period ended 31 March 2011
6 Debtors
  31 March 30 September 
  2011 2009
  £’000 £’000
Other debtors  47 1
Prepayments and accrued income  - 1
    
  47 2
    
7 Creditors: amount due within one year
  31 March 30 September 
  2011 2009
  £’000 £’000
   
Trade creditors  24 5
Amounts due to subsidiary undertakings  224 -
Accruals and deferred income  - 4
    
  248 9
    
8 Share capital
  31 March 30 September 
  2011 2009
  £’000 £’000
Authorised    
12,600,000 (2010:113,500,000) ordinary shares of £0.02 (2010: £0.002) each  252 23
32,500,000 deferred shares of £0.0098  - 318
    
  252 341
    
Allotted, issued and fully paid  
12,600,000 (2010:113,500,000) ordinary shares of £0.02 (2010: £0.0002) each  252 23
32,500,000 deferred shares of £0.0098  - 318
    
  252 341
    
All £0.02 ordinary shares carry the same voting rights and rights to discretionary dividends.
The £0.0098 deferred shares have no rights to voting and no rights to dividends.
During the year the share capital changed as follows:
•  the ordinary share capital of £0.002 each was consolidated by a factor of 10 leading to ordinary share  
capital with a par value of £0.02
•  10,215,000 ordinary shares of £0.02 were issued to acquire fuse8 Group Limited leading to an  
£202,500 increase in share capital
•  1,250,000 ordinary shares of £0.02 were issued to acquire Delete Digital Marketing Limited leading to  
a £25,000 increase in share capital
• the deferred shares were cancelled.
fuse8.com 54
Annual Report 2011
Notes
Notes to the company financial statements
For the period ended 31 March 2011
9 Reserves
 Capital   
 redemption Share Profit and 
 reserve premium loss account 
 £’000 £’000 £’000
At 1 October 2009 - 1,667 (1,881)
Retained loss for the period  - - (166)
Deferred shares cancelled 318 - - 
Share premium on issued shares - 375 -  
    
At 31 March 2011 318 2,042 (2,047)
    
10 Contingent liabilities
There were no contingent liabilities at 31 March 2011 or 30 September 2009.
11 Capital commitments
There were no capital commitments at 31 March 2011 or 30 September 2009.
fuse8.com 55
Annual Report 2011
Notice of AGM
Ordinary resolutions
1.   To receive and adopt the Directors’ report and financial 
statements for the year ended 31 March 2011 and the 
auditors’ report on those financial statements.
2.  To re-elect M J Walton, who retires pursuant to Article 89.1 
of the Company’s Articles of Association, as a Director in 
accordance with the Company’s Articles of Association. 
3.  To re-elect N G Hunter, who retires pursuant to Article 89.1 
of the Company’s Articles of Association, as a Director in 
accordance with the Company’s Articles of Association. 
4.  To re-elect R A Hutchinson, who retires pursuant to Article 
89.1 of the Company’s Articles of Association, as a Director in 
accordance with the Company’s Articles of Association. 
5.  To re-elect A J B Middleton, who retires pursuant to Article 
89.1 of the Company’s Articles of Association, as a Director in 
accordance with the Company’s Articles of Association. 
6.  To re-elect G I Burns, who retires pursuant to Article 89.1 
of the Company’s Articles of Association, as a Director in 
accordance with the Company’s Articles of Association. 
7.  To re-appoint Grant Thornton UK LLP as Auditors of the 
Company to hold office from the conclusion of this meeting 
until the conclusion of the next General Meeting at which 
accounts are laid before the Company and to authorise the 
Directors to fix their remuneration. 
8.  That the Directors be and are hereby generally and 
unconditionally authorised in accordance with section 551 of 
the Companies Act 2006 (the “Act”) to exercise all the powers 
of the Company to allot shares in the Company and to grant 
rights to subscribe for or convert any security into shares in 
the Company (together “Relevant Securities”):
 (a)  up to a maximum nominal amount of £84,420 (such 
amount to be reduced by the nominal amount allotted 
under paragraph (b) below in excess of such sum); and 
 (b)  comprising equity securities (as defined in section 
560(1) of the Act) up to an aggregate nominal amount 
of £168,840 (such amount to be reduced by the nominal 
amount of any allotments made under paragraph (a) 
above) in connection with an offer by way of a rights issue: 
  (i)  to ordinary shareholders in proportion (as nearly as 
may be practicable) to their existing holdings; and 
  (ii)  to holders of other equity securities as required by the 
rights of those securities or as the Board otherwise 
considers necessary, 
and so that the Board may impose any limits or restrictions 
and make any arrangements which it considers necessary or 
appropriate to deal with treasury shares, fractional entitlements, 
record dates, legal, regulatory or practical problems in, or 
under the laws of, any territory, or the requirements of any 
regulatory body or stock exchange, or by virtue of shares being in 
uncertificated form, or any other matter,
such authorities to apply until the conclusion of the next Annual 
General Meeting of the Company or, if earlier, 18 months after the 
date this resolution is passed (unless renewed, varied or revoked 
by the Company prior to or on such date), but, in each case, 
so that the Company may make an offer or agreement before 
this authority expires which would, or might, require Relevant 
Securities to be allotted after the authority has expired and the 
Directors may allot Relevant Securities in pursuance of such an 
offer or agreement as if the authority conferred hereby had not 
expired.
This resolution revokes and replaces all unexercised authorities 
previously granted to the directors to allot Relevant Securities 
but without prejudice to any allotment of shares or grant of rights 
already made, offered or agreed to be made pursuant to such 
authorities.
Special resolutions
9.  That the Directors be and are hereby given power in 
accordance with section 570 of the Companies Act 2006 (the 
“Act”) to allot equity securities (as defined by section 560 of 
the Act) for cash pursuant to the authority conferred on the 
directors by resolution 8 (subject to the passing and coming 
into effect of that resolution) and/or where the allotment is 
treated as an allotment of equity securities under section 
560(3) of the Act, free of the restriction in section 561(1) of 
the Act, provided that this power shall be limited:
 (a)  to the allotment of equity securities in connection with an 
offer of equity securities (but in the case of the authority 
granted under paragraph (b) of resolution 8, by way of a 
rights issue only):
 (i)  to ordinary shareholders in proportion (as nearly as may be 
practicable) to their existing holdings; and
 (ii)  to holders of other equity securities, as required by the 
rights of those securities or, as the Board otherwise 
considers necessary, 
  and so that the Board may impose any limits or restrictions 
and make any arrangements which it considers necessary 
or appropriate to deal with treasury shares, fractional 
entitlements, record dates, legal, regulatory or practical 
problems in, or under the laws of, any territory, or the 
requirements of any regulatory body or stock exchange, or 
by virtue of shares being in uncertificated form, or any other 
matter; and
  (b)  in the case of the authority granted under paragraph 
(a) of resolution 8 and/or in the case of any transfer of 
treasury shares which is treated as an allotment of equity 
securities under section 560(3) of the Act, to the allotment 
(otherwise than under paragraph (a) above) of equity 
securities up to an aggregate nominal amount of £12,600. 
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of fuse8 plc (the “Company”) will be held at the Company’s office at 
3370 Century Way, Leeds, LS15 8ZB on Friday 2 September 2011 at 11.00 a.m. for the purposes of considering and, if thought 
fit, passing the following resolutions, which will be proposed as ordinary and special resolutions, as indicated:
fuse8.com 56
Annual Report 2011
Notice of AGM
Notice of Annual General Meeting (contd)
This power shall expire at the conclusion of the next Annual 
General Meeting of the Company or, if earlier, 18 months after the 
date this resolution is passed (unless renewed, varied or revoked 
by the Company prior to or on such date), but, in each case, 
so that the Company may make an offer or agreement before 
this authority has expired which would, or might, require equity 
securities to be allotted after this authority has expired and the 
Directors may allot equity securities in pursuance of such an offer 
or agreement as if the power conferred hereby had not expired.
This resolution revokes and replaces all unexercised powers 
previously granted to the Directors to allot equity securities as if 
either section 89(1) of the Companies Act 1985 or section 561(1) 
of the Act did not apply, but without prejudice to any allotment of 
equity securities already made or agreed to be made pursuant to 
such powers.
10.  That the Company be and is hereby generally and 
unconditionally authorised for the purposes of section 701 
of the Companies Act 2006 (the “Act”) to make market 
purchases (within the meaning of section 693(4) of the Act) of 
ordinary shares of 2p each in the capital of the Company upon 
and subject to the following conditions:
 (a)  the maximum aggregate number of ordinary shares hereby 
authorised to be purchased is 12,600,000;
 (b)  the minimum price which may be paid for an ordinary 
share is 2 pence, exclusive of any relevant tax and 
expenses payable by the Company;
  (c)  the maximum price, exclusive of expenses, at which 
ordinary shares may be purchased shall be the higher of 
(i) 5% above the average of the closing middle market 
quotations for the ordinary shares as derived from the 
London Stock Exchange Daily Official List for the five 
dealing days immediately preceding the date of purchase 
and (ii) the higher of the price quoted for the last 
independent trade of and the highest current independent 
bid for any number of the Company’s ordinary shares on 
the trading venue where the purchase is carried out at the 
time the purchase is carried out; and
  (d)  the authority hereby conferred shall expire at the 
conclusion of the next Annual General Meeting of the 
Company or, if earlier, 18 months from the date this 
resolution is passed (unless renewed, varied or revoked by 
the Company prior to or on such date), but, in each case, 
so that the Company may before such expiry enter into a 
contract to purchase ordinary shares under which such 
purchase would or might be executed wholly or partly after 
the expiration of such authority, and may make a purchase 
of ordinary shares in pursuance of any such contract.
Dated 4 August 2011 
By order of the Board 
A Hussain 
Secretary 
Registered Office: 
3370 Century Way 
Leeds 
LS15 8ZB
fuse8.com 57
Annual Report 2011
Notes
Notes to the Notice of Annual General Meeting 
1.  To be entitled to attend and vote at 
the meeting (and for the purposes of 
the determination by the Company of 
the votes they may cast in accordance 
with Regulation 41 of the Uncertified 
Securities Regulation 2001), members 
must be registered in the register of 
members of the Company at 11.00 a.m. 
on 31 August 2011 (or, in the event of 
any adjournment, 11.00 a.m. on the 
date which is two working days before 
the date of the adjourned meeting). 
Changes to the register of members of 
the Company after the relevant deadline 
shall be disregarded in determining the 
rights of any person to attend and vote 
at the meeting.
2.  A member entitled to attend and vote 
at the meeting is entitled to appoint a 
proxy or proxies to attend, speak and 
vote on his or her behalf. A proxy need 
not also be a member but must attend 
the meeting to represent the member. 
Details of how to appoint the chairman 
of the meeting or another person as a 
proxy using the form of proxy are set 
out in the notes on the form of proxy. If 
a member wishes a proxy to speak on 
the member’s behalf at the meeting, the 
member will need to appoint their own 
choice of proxy (not the chairman) and 
give their instructions directly to them.
3.  A member may appoint more than one 
proxy, provided each proxy is appointed 
to exercise rights attached to different 
shares. A member may not appoint 
more than one proxy to exercise rights 
attached to any one share. To appoint 
more than one proxy, (an) additional 
form(s) of proxy should be obtained 
by contacting the Company’s registrar, 
Share Registrars Limited between 9.00 
a.m. and 5.30 p.m. (BST) Monday to 
Friday (except UK public holidays) on 
telephone number 01252 821 390 or, 
if telephoning from outside the UK, on 
+44 1252 821 390. Calls to the Share 
Registrars Limited 01252 821 390 
number are charged at your service 
provider’s network standard rate. Calls 
to the helpline from outside the UK will 
be charged at applicable international 
rates. Different charges may apply to 
calls from mobile telephones. For legal 
reasons, Share Registrars Limited will 
be unable to give advice on the merits 
of the proposals to be considered at the 
meeting or provide financial, legal, tax 
or investment advice. A member should 
indicate in the box next to the proxy 
holder’s name the number of shares in 
relation to which the proxy is authorised 
to act as the member’s proxy. A member 
should also indicate by ticking the box 
provided if the proxy instruction is one 
of multiple instructions being given.
4.  A form of proxy is attached to this 
document. To be valid, it should be 
lodged with the Company’s registrar, 
Share Registrars Limited at Suite E, First 
Floor, 9 Lion and Lamb Yard, Farnham, 
Surrey GU9 7LL, so as to be received not 
later than 11 a.m. on 31 August 2011 or 
48 hours before the time appointed for 
any adjourned meeting or, in the case of 
a poll taken subsequently to the date of 
the meeting or adjourned meeting, so 
as to be received no later than 24 hours 
before the time appointed for taking the 
poll.
5.  As at 6.00 p.m on 3 August 2011 
(being the last business day prior to 
the publication of this notice), the 
Company’s issued voting share capital 
was 12,600,000 ordinary shares of 2p 
each, carrying one vote each. Therefore, 
the total voting rights in the Company 
as at 6.00 p.m. on 3 August 2011 were 
12,600,000.
6.  In accordance with section 325 of 
the Companies Act 2006, the right 
to appoint proxies does not apply 
to persons nominated to receive 
information rights under section 146 of 
the Companies Act 2006. Any person 
to whom this notice is sent who is a 
person nominated under section 146 
of the Companies Act 2006 to enjoy 
information rights (a “Nominated 
Person”) may, in accordance with 
section 149(2) of the Companies Act 
2006 and under an agreement between 
him/her and the member by whom he/
she was nominated, have a right to be 
appointed (or to have someone else 
appointed) as a proxy for the meeting. If 
a Nominated Person has no such proxy 
appointment right or does not wish 
to exercise it, he/she may, under any 
such agreement, have a right to give 
instructions to the shareholder as to the 
exercise of voting rights.
7.  The statement of the rights of members 
in relation to the appointment of proxies 
in paragraphs 2 to 4 above does not 
apply to Nominated Persons. The rights 
described in these paragraphs can 
only be exercised by members of the 
Company.
8.  If a corporate shareholder has 
appointed a corporate representative, 
the corporate representative will have 
the same powers as the corporation 
could exercise if it were an individual 
member of the Company. If more 
than one corporate representative 
has been appointed, on a vote on a 
show of hands on a resolution, each 
representative will have the same 
voting rights as the corporation 
would be entitled to. If more than one 
authorised person seeks to exercise a 
power in respect of the same shares, 
if they purport to exercise the power 
in the same way, the power is treated 
as exercised; if they do not purport to 
exercise the power in the same way, the 
power is treated as not exercised.
9.  CREST members who wish to appoint 
a proxy or proxies through the CREST 
electronic proxy appointment service 
may do so by using the procedures 
described in the CREST Manual. CREST 
Personal Members or other CREST 
sponsored members, and those CREST 
members who have appointed a service 
provider(s), should refer to their CREST 
sponsor or voting service provider(s), 
who will be able to take the appropriate 
action on their behalf.
10.  In order for a proxy appointment or 
instruction made using the CREST 
service to be valid, the appropriate 
fuse8.com 58
Annual Report 2011
Notes
Notes to the Notice of Annual General Meeting (contd)
CREST message (a “CREST Proxy 
Instruction”) must be properly 
authenticated in accordance with 
Euroclear UK & Ireland Limited’s 
specifications, and must contain 
the information required for such 
instruction, as described in the CREST 
Manual. The message, regardless of 
whether it constitutes the appointment 
of a proxy or is an amendment to 
the instruction given to a previously 
appointed proxy must in order to 
be valid, be transmitted so as to be 
received by the issuer’s agent (ID 
7RA36) by 11:00 a.m. on 31 August 
2011.For this purpose, the time of 
receipt will be taken to be the time 
(as determined by the time stamp 
applied to the message by the CREST 
Application Host) from which the 
issuer’s agent is able to retrieve the 
message by enquiry to CREST in the 
manner prescribed by CREST. After 
this time any change of instructions 
to proxies appointed through CREST 
should be communicated to the 
appointee through other means.
11.  CREST members and, where applicable, 
their CREST sponsors, or voting service 
providers should note that Euroclear 
UK & Ireland Limited does not make 
available special procedures in CREST 
for any particular message. Normal 
system timings and limitations will, 
therefore, apply in relation to the 
input of CREST Proxy Instructions. 
It is the responsibility of the CREST 
member concerned to take (or, if the 
CREST member is a CREST personal 
member, or sponsored member, or has 
appointed a voting service provider, 
to procure that his CREST sponsor 
or voting service provider(s) take(s)) 
such action as shall be necessary to 
ensure that a message is transmitted 
by means of the CREST system by any 
particular time. In this connection, 
CREST members and, where applicable, 
their CREST sponsors or voting system 
providers are referred, in particular, to 
those sections of the CREST Manual 
concerning practical limitations of the 
CREST system and timings.
12.  Appointment of a proxy will not 
preclude a member from subsequently 
attending and voting at the meeting 
should the member subsequently 
decide to do so. A member can only 
appoint a proxy using the procedures 
set out in these notes and the notes to 
the form of proxy.
13.  You may not use any electronic address 
provided either in this notice of general 
meeting or any related documents 
(including the form of proxy) to 
communicate with the Company for any 
purposes other than those expressly 
stated.
fuse8.com Annual Report 2011
59
This is not the end.  
It’s not even the beginning 
of the end. To be honest 
we don’t really know if it’s 
the end of the beginning 
because things change 
so fast. There’s always 
something else to learn, 
some fresh problem to 
solve or a new interactive 
tool to try. That’s why we 
love what we do.
fuse8.com fuse8 plc  
3370 Century Way
Thorpe Park 
Colton
Leeds LS15 8ZB Leeds | London | Chelyabinsk