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TMN Group plc
Annual report 2008
   Highlights  1
Chairman’s statement  2
Chief Executive’s review  4
Operating and financial review  8
Directors and advisers  12
Directors’ report  14
Corporate governance report  16
Consolidated income statement  17
Consolidated statement of change in equity  18
Company statement of change in equity  19
Consolidated balance sheet  20
Company balance sheet  21
Consolidated cash flow statement  22
Company cash flow statement  23
Notes to the financial statements  24
Independent auditors’ report  52
Contents
TMN Group plc Annual Report & Accounts 2008 Group revenues up 40% to £22.5 million (2007:
£16.1 million), with organic growth up 10%
excluding the year’s two acquisitions.
Adjusted* profit before tax increased by 10% to
£3.6 million (2007: £3.3 million).
Adjusted* basic earnings per share were 4.9p
(2007: 5.5p).
Cash generated from operations of £2.7 million
(2007: £1.6 million).
Maintained organic growth despite slow down in
some key vertical markets.
Significant jump in scale in the UK and
internationally following integration of two
acquisitions.
Now focused on five business channels –
Affiliate Marketing, Email Marketing, Publishing,
Lead Generation and Online Research.
* Adjusted profits before tax excludes £27,000 of
share-based payment charges, £898,000 amortisation
of acquisition related intangible assets and £225,000
exceptional costs associated with the offers received
for the Group in the year.
Highlights
TMN Group plc Annual Report & Accounts 2008 1
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Í Overview
The financial year ended 30 April
2008 was a period of substantial
and positive change and
development for the Group. By the
end of April we had almost doubled
in size, following two key acquisitions
and taken an important first step
into continental Europe. 
For several months either side of
the year end, the Group was in an
offer period after an unsolicited
approach. Despite the distraction of
the approach, we made excellent
progress in integrating the newly
acquired businesses and have also
restructured the Group along market
sector lines to provide additional
focus and to eliminate internal
overlap. The Group is now well
positioned with diverse product
offerings despite the difficult market
conditions faced in selected
verticals.
Financial performance
Revenues for the year were £22.5
million (2007: £16.1 million).
Excluding the impact of the two
acquisitions, revenues increased by
10%, a credible result given the
decline in demand from financial
services clients highlighted in our
April trading statement. Adjusted
profit before tax increased to £3.6
million (2007: £3.3 million),
excluding the impact of share-based
payment charges, amortisation of
acquisition related intangible assets
and exceptional costs associated
with the offers received for the
Group earlier in the year. 
Offer period
The Board and the executive team
were inevitably distracted and their
achievements overshadowed from
February for five months by an
unsolicited proposal which the Board
viewed as unacceptable. However,
the initial approach triggered interest
from the private equity sector. The
Board decided to allow the Group’s
two principal executives, Mark Smith
and Craig Dixon, to co-operate with
one private equity house to see if an
acceptable MBO offer could be put
together. That process fell victim to
the severe contraction in the debt
market.
We all believe the Group has a
strong and exciting future and
shareholders can be assured that
the entire Board and management
are working closely together to
realise the Company’s potential.
Acquisitions
We welcomed to the Group two
exciting new businesses, Internet
Business Group plc (IBG) in February
2008 and TAPPS B.V. (TAPPS) one
month earlier. In very different ways
they offer exciting opportunities for
the future. 
IBG made us a major player in the
UK’s affiliate marketing sector
through AffiliateFuture. This
substantially enlarged the Group’s
portfolio, bringing new customers
plus further advantages for our
existing clients. 
The significance of TAPPS, a
business more closely allied to
existing Group activities, is
geographical and takes us firmly into
continental Europe where we will be
applying much of our future focus.
The result of our organic growth
coupled with these acquisitions is
that the Group’s revenue run-rate at
the end of the financial year is
roughly double what it was at the
start. I believe it is interesting to
note if we compare all the UK’s
thousand or more AIM listed
Chairman’s statement
2 TMN Group plc Annual Report & Accounts 2008
By the end of April we had almost doubled in
size, following two key acquisitions and taken an
important first step into continental Europe. companies by annual sales, we have
lifted the Group well into the top 20%. 
People
There were changes on the Board
during the year. This is my first
Chairman’s statement since
replacing Warren Tayler in December.
Warren played an important part in
the Group’s development, guiding the
company from a relatively modest
start, through the initial acquisitions
which laid the foundations of today’s
successful Group. I would like to
express thanks on behalf of myself
and his former colleagues to Warren
and also long-serving non-executive
director Harold Gittelmon who also
retired from the Board.
We have welcomed some
excellent new managers and staff
during the year, particularly via the
acquisitions. We have an impressive
and dedicated team and I would like
to thank our staff, executives, Board
colleagues, advisers and
shareholders for their support and
contribution in the past year.
Peter Harkness
Chairman
4 September 2008
Chairman’s statement continued
TMN Group plc Annual Report & Accounts 2008 3
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Ï Product and service range
The Group is split into seven
divisions, primarily active in online
advertising and online market
research. We have two offices in
London, as well as offices in Holland
(TAPPS) and Spain and the US
(AffiliateFuture), with some 200 staff
across our five locations.
Our various divisions give the
levels of scale and quality which the
largest clients are seeking online.
We believe in the synergies between
our businesses, with encouraging
signs that once our clients are
utilising one area of the Group, they
are quick to utilise further divisions,
giving us a true “multi-service,
single-source” offering. 
Affiliate marketing
AffiliateFuture, which brings together
more than 800 advertisers with over
100,000 website publishers,
generated in excess of £130 million
of sales for retailers in 2007, often
pushing up to five million visitors to
advertisers in peak months. With our
clients under contract and our
reputation with the website
publishers strong, our strength was
recognised when we were recently
highly commended for services to
affiliates through the A4U industry
awards. We have a good sense of
visibility over potential revenues.
Following the IBG acquisition, we
also launched our new tracking
technology, Veracitag TM which sits
alongside the more traditional
“cookie” tracking, which resulted in
an increase of more than 7% in the
number of sales being tracked. Such
service and competitive edge
through technology gives us a great
foundation from which to build. We
also appointed Tom Morgan as
Managing Director from his role as
MD at EDR where his business
building skills have driven the agency
forward. 
Our agency division, EDR, now
under the management of Kevin
Rice, is also active in the affiliate
marketing space, with over 40
clients utilising its affiliate marketing
management services. 
Email marketing
Our list owner/manager divisions,
TMN Media in the UK and TAPPS in
Holland now manage over 20 million
email records across some of the
most prestigious email databases
from MTV to RTL, Handbag to
thetrainline.com. 
The key to successful email
marketing continues to be strength
of delivery platforms combined with
relationships with the world’s largest
ISPs such as AOL and Hotmail. The
relevance of the advertising and the
recognition of the brand resulted in
over 15 million visitors to our
advertisers last year. Despite the
challenges of the financial sector,
EDR continues to make an impact as
the UK’s largest email marketing
agency, booking in excess of 200
million email sends last year. Our
knowledge of the market combined
with a focus on using the strongest,
most acceptable email lists, many of
which sit within our media divisions,
has resulted in good retention of
clients, along with some key wins. 
Website publishing
Following the acquisition of IBG, we
placed all of our websites within one
division, TMN Publishing, led by Mark
Ash, formerly of DoubleClick. These
websites include MutualPoints, one
of the largest online rewarded
shopping portals in the UK and
Plum-Prizes, a fast growing and
recently relaunched competition
portal which has seen record
revenues month on month. This
Chief Executive’s review
4 TMN Group plc Annual Report & Accounts 2008
We believe in the synergies between our
businesses, with encouraging signs that once
our clients are utilising one area of the Group,
they are quick to utilise further divisions. Chief Executive’s review continued
TMN Group plc Annual Report & Accounts 2008 5
ÈÈÈ
ÈÈÈ division also manages our travel
sites, notably Henoo.com and
CheapHolidayDeals.com, and a
number of new opportunities,
including Freequotes.co.uk and
SurveyCentral, the latter being the
UK version of a Dutch product, PBS
(Premium Brands Survey). Our
websites are attracting over eight
million users each year. 
Lead generation
Early in 2007, with our knowledge of
data management we launched Pure
Lead, our data cleansing and
management tool. Over one million
leads were managed by the product
in the financial year for a number of
clients and its run-rate entering this
year suggests that we will increase
this figure significantly. 
TAPPS also have their own lead
generation product in the
Netherlands, Premium Brands
Survey. Again, we are seeing strong
growth in the number of leads it is
generating and have moved it to a
six weekly cycle, from a quarterly
cycle, to deal with demand.
Research
Our dual approach to online market
research has yielded encouraging
results and continued growth,
despite the expansion and number
of new players in the market. The iD
Factor, having over 25 specialist
panels in the UK and a global reach
through partnerships, generated
nearly one million responses to
surveys last year. With our growth in
Europe and the US, we are now in a
strong position to build our own
panels in these territories. ICD
Research grew strongly throughout
the financial year, resulting in long-
term deals with a number of media
and banking clients which act as a
foundation for its revenue
expectations for the year. 
In all, the Group generated over
75 million visitors for its clients last
year, which is the sort of scale and
breadth which gives us a sound
platform going into the end of the
decade. 
Outlook
Recent figures from the IAB suggest
that UK online ad spend grew to
£2.85 billion in 2007, and predicts
£3.5 billion spend in 2008, followed
by £4 billion spend by 2009. Some
verticals have been hit by global
economic events, notably financial
and automotive. Although we have
felt some of this impact throughout
our divisions, we believe our
increase in scale puts us in a
stronger position to handle the more
demanding economic environment
and continue to grow the overall
business.
We have no doubt that the market
is changing around us, and how we
adapt will dictate our ability to grow.
We have promoted from within to
take up senior roles in EDR,
AffiliateFuture and TMN Publishing.
Our MDs in TAPPS, Research and
TMN Media have continued their
successful growth and I believe we
have the management to meet these
challenges and continue on our
journey towards our vision of
becoming a powerful digital
marketing player throughout Europe
and beyond.
Mark Smith
Chief Executive Officer
4 September 2008
Chief Executive’s review continued
6 TMN Group plc Annual Report & Accounts 2008
We believe our increase in scale puts us in a
stronger position to handle the more demanding
economic environment and continue to grow the
overall business. Chief Executive’s review continued
TMN Group plc Annual Report & Accounts 2008 7
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Í Revenue
For the year ended 30 April 2008
revenues were £22.5 million, an
increase of 40% compared to 2007
revenues of £16.1 million. Excluding
the impact of the two acquisitions
made in the year, revenues
increased by 10%. TAPPS acquired in
January 2008 and IBG acquired in
February 2008 made a contribution
to full year revenues of £4.9 million.
The enlarged Group now
segments performance according to
five product categories. Revenue
split by product and regionally is
shown below.
Gross margin
Gross profit increased to £11.7
million (2007: £9.1 million), an
increase of 29%. The gross profit
margin declined to 52% from 56% in
2007. Excluding the effect of
acquisitions gross margin was
broadly in line with 2007. The
decrease in gross margin for the
enlarged Group reflects the
combined impact of a higher margin
for TAPPS (where the cost of sale
comprises of delivery costs and
revenue share paid to data owners)
and a lower margin for IBG, primarily
affiliate marketing which as a
2008 2007
Revenue £ million £ million
Email marketing 13.1 10.6
Affiliate marketing 4.1 1.7
Research 2.7 1.9
Publishing 2.1 1.9
Ecommerce 0.5 –
Total 22.5 16.1
United Kingdom 20.9 16.1
Netherlands 1.6 –
Total 22.5 16.1
commission based business operates
at gross margins of less than 30%.
Adjusted results and prior year
adjustments
To assist the understanding of the
underlying performance of the Group
in the year, operating profit, profit
before tax and earnings per share
are disclosed prior to the impact of
share-based payment charges,
amortisation of acquisition related
intangible assets and exceptional
costs.
Exceptional costs represent
charges to the Income Statement of
£0.2 million comprising of legal and
advisory costs incurred as a result
of the indicative offers received for
the Company. 
During the current year a review
was carried out of the accounting for
transition to International Financial
Reporting Standards (IFRS) as
reported in the Group’s first full IFRS
financial statements for the year
ended 30 April 2007. Two issues
arose as a result of the review and
consequently prior year comparative
numbers have been restated. The
nature and effect of these issues
are disclosed in note 2 to the
Consolidated Financial Statements.
Operating profit and margin
Adjusted operating profit increased
to £3.6 million (2007: £3.3 million).
The adjusted operating margin
declined to 16% (2007: 20%) as a
result of an increased investment in
headcount and infrastructure as well
as the dilutive effect on margin of
the IBG acquisition offset in part by
the post acquisition contribution
from TAPPS.
Depreciation increased from
£0.1 million in 2007 to £0.2 million
in 2008. Amortisation of non-
acquisition related intangible assets
increased to £0.7 million (2007:
£0.4 million) in part reflecting the
capitalisation of internally developed
software costs which are amortised
over two years.
The reported operating profit
decreased to £2.5 million from
£2.9 million in 2007.
Profit before tax
Adjusted profit before tax increased
to £3.6 million (2007: £3.3 million).
A small net finance cost was
incurred compared to net finance
income in 2007 reflecting the costs
associated with the acquisition of
TAPPS. Reported profit before tax
was £2.5 million.
Operating and financial review
8 TMN Group plc Annual Report & Accounts 2008 Operating and financial review continued
TMN Group plc Annual Report & Accounts 2008 9
È Taxation
The reported tax charge for the year
was £0.6 million representing an
effective tax rate of 26% (2007: 15%).
The increase in the charge reflects
a higher level of non deductible
expenses as well as the impact of
share options exercised in 2007.
Earnings per share
Adjusted basic earnings per share
were 4.9p (2007: 5.5p) and adjusted
diluted earnings per share were 4.6p
(2007: 5.2p). The basic earnings per
share were 3.3p (2007: 5.0p).
Cash flow and acquisitions
Net cash generated from operating
activities was £2.7 million (2007:
£1.6 million). Capital expenditure
relating to computer hardware was
£0.4 million (2007: £0.2 million).
Purchases of intangible assets,
primarily database investment and
internally developed software, were
£1.6 million (2007: £0.5 million).
This reflects the Group’s continued
investment in proprietary products,
websites and technology. The
Consolidated Cash Flow Statement
includes £2.5 million in cash
outflows relating to the acquisition of
subsidiaries. 
In January 2008, the Group
acquired TAPPS for an initial
consideration of £5.6 million
including costs associated with the
acquisition of £0.2 million. Total
consideration comprising of the
initial consideration, satisfied by a
combination of cash and shares, and
deferred consideration contingent on
performance is estimated at £7.4
million. TAPPS’s net assets have
been provisionally fair valued at £4.0
million including adjustments to
reflect the recognition of separable
intangible assets, adoption of an
appropriate revenue recognition
policy and an increase in the bad
debt provision. Resultant goodwill of
£3.3 million is included in the
Consolidated Balance Sheet.
In February 2008, the Group
acquired IBG for total consideration
of £7.6 million comprising of £7.2
million representing the fair value of
shares issued and £0.4 million of
costs associated with the acquisition
settled in cash. IBG’s net assets
have been provisionally fair valued at
£5.9 million including adjustments to
reflect the recognition of separable
intangible assets, impairment of
investments and inventories and an
increase in the bad debt provision.
Treasury, funding and risk
Net debt was £0.3 million at the
year end compared to net cash of
£1.6 million at 30 April 2007. The
net decrease in cash is primarily
attributable to the cash impact of
acquisitions including the cash
element of the purchase
consideration for TAPPS, expenses
associated with the acquisitions net
of cash acquired with subsidiaries.
The cash consideration arising on
the acquisition of TAPPS was
primarily funded by a new £4.0
million overdraft facility. At 30 April
2008 the drawn amount of the
facility was £3.0 million.
The Group has increased its
exposure to financial risk as a result
of the acquisitions of TAPPS and
IBG. As a result of consequent
exposure to foreign currency and
interest rate risk, the Group will be
reviewing the need for more formal
treasury policies including the use of
financial instruments to hedge
potential risks. Currently the Group’s
exposure to foreign currency risk is
not considered significant and
relates to short-term loans made to,
or received from, subsidiaries
located outside of the UK. The
Group’s current level of gearing, the
Operating and financial review continued
10 TMN Group plc Annual Report & Accounts 2008
The Group’s current level of gearing, the
relatively short term nature of its borrowings and
a proposed composite accounting arrangement,
result in the Group not having a significant
exposure to interest rate fluctuations on its
borrowings. relatively short-term nature of its
borrowings and a proposed
composite accounting arrangement,
result in the Group not having a
significant exposure to interest rate
fluctuations on its borrowings.
Key performance indicators (KPIs)
The Group uses a number of KPIs to
monitor the performance of divisions
as well as individual product
categories within those divisions.
These include but are not limited to,
the following:
> Investment in, and quality of,
databases in terms of activity
levels, responsiveness, email
deliverability, size and coverage.
> Organic revenue growth compared
to market and peer group growth
rates.
> Gross and operating profit margins
as well as cash contribution to
the Group’s central cost base.
> Working capital and cash
management in terms of
adherence to forecast, borrowing
headroom and levels of trade
receivables and payables.
Craig Dixon
Chief Financial Officer
4 September 2008
Operating and financial review continued
TMN Group plc Annual Report & Accounts 2008 11
ËËËË Board of directors
P Harkness
Non-Executive Chairman
Peter has 20 years’ experience in
buying or building successful
businesses, predominantly in the
media sector. Peter has played an
active role in a number of private
equity deals and has gained
extensive experience on the boards
of both public and private
companies. He is currently the
Chairman of publisher MyHobbyStore
Media Ltd and of the data and
subscription specialist Optima WDIS.
He is a non-executive director of
Chrysalis Venture Capital Trust and
was a non-executive director of
Datamonitor plc until its £500
million sale to Informa plc. In recent
years he has also been Chairman of
IT analysts the Butler Group until its
sale to Datamonitor and was
Executive Chairman of media
monitoring group, Precise Media,
until it was sold for £42 million to
Phoenix Private Equity.
M D Smith
Chief Executive Officer
Mark became CEO of TMN Group in
June 2004, driving its rapid growth
and acquisition activity. He had
initially been a consultant to TMN
Group and then became commercial
director before assuming the CEO
role. Prior to TMN Group, Mark had a
15-year career at the forefront of
new media and publishing including
taking Rapide Publishing to a £20
million turnover during the 1990s,
and helping DealTime UK, later
Shopping.com, move to strong and
consistent revenues after starting up.
C Dixon
Chief Financial Officer 
Craig joined TMN Group in
June 2007. He qualified as a
Chartered Accountant with
PriceWaterhouseCoopers. He has
20 years of financial management
experience, predominantly within the
media and entertainment sectors.
He spent 10 years with Virgin, in
both corporate finance and finance
director roles, and following that he
was CFO of The Telstar Music Group
and The Hospital Group before
rejoining Virgin as CFO of V2 Music
Group.
V R Smith
Non-Executive Director
Vince has 11 years’ experience in
private equity. He has a business
degree and qualified as a Chartered
Accountant, spending four years with
the corporate advisory division of
PriceWaterhouseCoopers. He then
joined HIT Investments plc as a
director. He left three years later to
co-found Cairnsford Associates
Limited, the private equity division of
J. Leon & Company Ltd.
B Fair
Non-Executive Director
Bruce Fair is the Managing Director
of Kelkoo UK, part of Yahoo! Inc.
Bruce joined Yahoo! when it acquired
Kelkoo in 2004. He has more than
six years of extensive ecommerce
experience covering the full business
cycle and specialises in the field of
online retail. In his current role
Bruce is responsible for both direct
and agency revenue generation.
Directors and advisers
12 TMN Group plc Annual Report & Accounts 2008 Board of directors
P Harkness Non-Executive Chairman
M D Smith Chief Executive Officer
C Dixon Chief Financial Officer 
V R Smith Non-Executive Director
B Fair Non-Executive Director
Company secretary
C Dixon
Registered office
2nd Floor
69-73 Theobalds Road
London
WC1X 8TA
Registered number
3925319
Auditor
Grant Thornton UK LLP
Enterprise House
115 Edmund Street
Birmingham
B3 2HJ
Principal bankers
Barclays Bank plc
27 Soho Square
London
BX3 2BB
Solicitors
Field Fisher Waterhouse
35 Vine Street
London
EC3N 2AA
Nominated adviser and broker
Investec Bank (UK) Limited
2 Gresham Street
London
EC2V 7QP
Registrars
Capita Registrars
Northern House
Woodsome Park 
Fenay Bridge 
Huddersfield 
West Yorkshire 
HD8 0LA
Directors and advisers continued
TMN Group plc Annual Report & Accounts 2008 13 The directors have pleasure in presenting their report and
the financial statements of the Group and parent
Company for the year ended 30 April 2008.
Principal activity and business review
The principal activities of the Group are the provision of
online marketing, market research services and
ecommerce. The principal activity of the Company was
that of a holding company.
Review of the business and future developments:
A review of the Group’s performance is set out in the
Chairman’s statement, the Chief Executive’s review and
the operating and financial review on pages 2 to 11. This
includes a review of the key performance indicators of the
Group.
Results and dividends
The trading results for the year and the financial position
at the end of the year are shown in the attached financial
statements.
The directors do not recommend the payment of a
dividend (2007: £nil).
Financial risk management objectives and policies
The objective of the Board is to manage risk across the
Group enabling the Group to achieve its business
objectives.
Changes in key business objectives which may alter
the risks faced by the operating or central divisions are
monitored closely by the Board throughout the year to
ensure that the necessary changes to internal controls or
procedures are implemented.
The main risks arising from the Group’s financial
instruments are interest rate risk, credit risk, liquidity risk
and foreign currency risk.
A detailed review of financial risk management is given
in note 20.
Principal risks and uncertainties
The Group faces ongoing operational risk including the
predominance of its business within the UK, potential
loss or reduction in activity of key clients and potential
loss of key personnel.
Directors and their interests
The directors who served the Company during the year
were as follows:
M D Smith
V R Smith
P N Coveney Resigned – 17 July 2007
J W Tayler Resigned – 5 December 2007
H Gittelmon Resigned – 5 December 2007
C Dixon Appointed – 17 July 2007
P Harkness Appointed – 6 August 2007
B Fair Appointed – 6 August 2007
The directors who held office at 30 April 2008 have the
following interests in the shares of the company:
Class of share At 30 April 2008 At 30 April 2007
M D Smith Ordinary shares 12,500 –
V R Smith Ordinary shares 291,841 291,841
P Harkness Ordinary shares 120,000 –
V R Smith’s shares are owned by Cairnsford Associates
Limited, a company in which he is a director.
Details of directors share options can be found in 
note 6.
Substantial shareholdings
As at 12 August 2008 the Company had been notified
that the following were interested in 3% or more of the
ordinary share capital of the Company:
Ordinary Shares
Number ’000 %
M Danson 18,407 24.4
Cazenove Capital
Management 4,227 5.6
Herald Investment
Management 3,513 4.7
M Darvish 3,322 4.4
BlackRock Investment
Management 2,891 3.8
Purchase of own shares
On the 14, 15 and 16 of August 2007, the Company
purchased 50,000 ordinary shares each day totalling
150,000 for a total consideration of £108,750. This
represents 0.3% of the total share capital.
Directors’ report
14 TMN Group plc Annual Report & Accounts 2008
  Policy on the payment of creditors
The Group’s policy is to abide by the terms of payment
agreed with suppliers. At 30 April 2008, trade creditors 
of the Group and Company represented 64 days and 60
days outstanding respectively (2007: 60 days and Nil
days outstanding respectively).
Directors’ responsibilities for the Group financial
statements
The directors are responsible for preparing the Annual
Report and the financial statements of the Group in
accordance with applicable law and International Financial
Reporting Standards as adopted by the European Union
(“IFRSs”). The parent Company can prepare its financial
statements under IFRS or UK GAAP .
Company law requires the directors to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the Group and parent
Company and of the profit or loss of the Group for that
period. In preparing these 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 IFRSs have been followed,
subject to any material departures disclosed and
explained in the financial statements; and
> prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The directors are responsible for keeping proper
accounting records that disclose with reasonable
accuracy at any time the financial position of the Group
and enable them to ensure that the financial statements
comply with the Companies Act 1985. 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.
Donations
During the year the Group made charitable donations
amounting to £3,580 (2007: £1,350).
Employee consultation
The Group places considerable value on the involvement
of its employees and continues to keep them informed on
matters affecting them as employees and on various
factors affecting the performance of the Group. This is
achieved through formal and informal meetings.
Disabled employees
The Group is committed to ensuring that people with
disabilities are supported and encouraged to apply for
employment and to achieve progress through the Group.
They are treated so that they have an equal opportunity,
so far as is justifiable, to be selected, trained and
promoted. Every reasonable effort will be made to enable
people with disabilities to be retained in the employment
of the Group.
Auditors
Grant Thornton UK LLP were appointed as auditors during
the year and have expressed their willingness to continue
in office as auditor and a resolution to re-appoint them
will be proposed at the forthcoming Annual General
Meeting.
Approved by the Board of Directors on 4 September 2008.
C Dixon
Company Secretary
4 September 2008
Directors’ report continued
TMN Group plc Annual Report & Accounts 2008 15 The directors acknowledge the importance of good
governance and are committed to apply such principles
as appropriate to the Company given its size and nature.
The Board comprises the non-executive Chairman, the
Chief Executive, the Chief Financial Officer and two non-
executive directors. 
Relations with shareholders
The Group values the views of its shareholders and
recognises their interests in the Group’s strategy and
performance. The Annual General Meeting is used to
communicate with shareholders and they are encouraged
to participate. The directors will be available to answer
questions at the Annual General Meeting. Separate
resolutions are proposed on each issue in order that they
can be given proper consideration and there is a
resolution to approve the financial statements.
All shareholders can gain access to information about
the Group through the website www.tmnplc.com
The role of the Board
The Board is responsible for the management and
successful development of the Group by:
> setting the strategic direction;
> monitoring and guiding operational performance; and
> establishing polices and internal controls to safeguard
the Group’s assets.
The composition of the Board provides a blend of skills
and experience that ensures it operates as a balanced
team. 
The Board meets regularly, reviewing trading
performance, ensuring adequate funding, setting and
monitoring strategy and, when appropriate, reporting to
shareholders. To enable the Board to discharge its
duties, all directors receive appropriate and timely
information.
Internal control
The Board is responsible for maintaining a strong system
of internal control to safeguard shareholders’
investments and the Group's assets. The system of
internal financial control is designed to provide
reasonable, but not absolute, assurance against material
misstatement or loss. 
The directors are responsible for the Group’s system of
financial control and for reviewing its effectiveness. The
key features of the systems of internal financial control
are as follows:
> the Group is headed by an effective Board which leads
and controls the Group. The final selection of any
director is performed by the full Board and any
appointment is approved by the Board;
> the Board receives and reviews on a timely basis
financial and operating information appropriate to
being able to discharge its duties; and
> the Group’s operating procedures include systems for
reporting financial and non-financial information to the
Board including:
– preparation and review of annual plans and
budgets. 
– preparation and review of monthly management
information reports.
– review of the business at each Board meeting,
focusing on any new risks arising.
The Board has concluded that an internal audit
function is not required at this time but the ongoing
requirement will be kept under review.
The Audit Committee comprising P Harkness and V R
Smith is responsible for reviewing the Group’s accounting
and financial reporting practices and disclosures, its
internal controls, the work of the external auditor and
Group compliance with financial policies, regulations and
laws.
The Remuneration Committee comprising P Harkness,
V R Smith and B Fair meet as and when necessary to
agree the terms of service, salaries and share options of
the executive directors.
Going concern
After making enquiries, the directors have formed a
judgement, at the time of approving the financial
statements, that there is reasonable expectation that the
Group has adequate resources to continue its operations
for the foreseeable future. For this reason the directors
have adopted the going concern basis in preparing the
financial statements.
Corporate governance report
16 TMN Group plc Annual Report & Accounts 2008 Restated
2008 2007
Note £’000 £’000
Revenue 3 22,534 16,095
Cost of sales (10,804) (7,015)
Gross profit 11,730 9,080
Administrative expenses (7,489) (5,409)
Other administrative expenses
– Amortisation of intangibles 12 (1,530) (764)
– Exceptional costs (225) –
Operating profit 4 2,486 2,907
Finance income 7 42 18
Finance costs 7 (51) (7)
Profit from continuing activities before taxation 2,477 2,918
Taxation on profit 8 (635) (449)
Profit after taxation 1,842 2,469
Profit attributable to the equity holders of the parent 1,842 2,469
Earnings per share 
Basic (pence) 10 3.3p 5.0p
Diluted (pence) 10 3.1p 4.7p
The results for the current and prior year are derived from continuing operations.
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated income statement
For the year ended 30 April 2008
TMN Group plc Annual Report & Accounts 2008 17 Share Equity Share
Called up premium Merger shares to option Translation Retained 
share capital account reserve be issued reserve reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2006 as reported 105 4,702 – – 41 121 841 5,810
Prior year restatement
– deferred share consideration
reclassified as equity – – – 2,419 356 – – 2,775
– amortisation of intangibles – – – – – – (105) (105)
At 1 May 2006 restated 105 4,702 – 2,419 397 121 736 8,480
Net income recognised 
directly in equity – – – – – – 763 763
Profit for the financial 
year (restated) – – – – – – 2,469 2,469
Total recognised expense in
the year – – – – – – 3,232 3,232
Issue of shares – 968 – (968) – – – –
Share options exercised – 139 – – – – – 139
Reduction to deferred share
consideration – – – (764) – – – (764)
Purchase of own shares – – – – – – (1,350) (1,350)
Share-based payment – – – – 29 – – 29
At 1 May 2007 restated 105 5,809 – 687 426 121 2,618 9,766
Net expenses recognised 
directly in equity – – – – – 25 – 25
Profit for the financial year – – – – – – 1,842 1,842
Total recognised expense in 
the year – – – – – 25 1,842 1,867
Issue of shares 3 1,864 7,174 (331) – – – 8,710
Purchase of own shares – – – – – – (109) (109)
Share options exercised – 75 – – ––– 75
Share options cancelled –––– (10) – 10–
Deferred tax on share options – – – – – – 165 165
Share-based payments – ––– 27 –– 27
At 30 April 2008 108 7,748 7,174 356 443 146 4,526 20,501
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated statement of change in equity
At 30 April 2008
18 TMN Group plc Annual Report & Accounts 2008 Share Equity Share
Called up premium Merger shares to option Retained 
share capital account reserve be issued reserve earnings Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 May 2006 as 
reported 105 4,702 – – 41 1,593 6,441
Prior year restatement
– deferred share consideration
reclassified as equity – – – 2,419 356 – 2,775
At 1 May 2006 restated 105 4,702 – 2,419 397 1,593 9,216
Net income recognised directly in equity – – – – – 763 763
Retained profit – – – – – 2,495 2,495
Total recognised expense in the year – – – – – 3,258 3,258
Issue of shares – 968 – (968) – – –
Share options exercised – 139 – – – – 139
Reduction to deferred share consideration – – – (764) – – (764)
Purchase of own shares – – – – – (1,350) (1,350)
Share-based payment – – – – 29 – 29
At 1 May 2007 restated 105 5,809 – 687 426 3,501 10,528
Net income recognised directly in equity –––––––
Retained profit – – – – – 751 751
Total recognised expense in the year – – – – – 751 751
Issue of shares 3 1,864 7,174 (331) – – 8,710
Purchase of own shares – – – – – (109) (109)
Share options exercised – 75 – – – – 75
Share options cancelled – – – – (10) 10 –
Deferred tax on share options – – – – – 165 165
Share-based payment – – – – 27 – 27
At 30 April 2008 108 7,748 7,174 356 443 4,318 20,147
The accompanying accounting policies and notes form an integral part of these financial statements.
Company statement of change in equity
At 30 April 2008
TMN Group plc Annual Report & Accounts 2008 19 Restated
2008 2007
Note £’000 £’000
Non-current assets
Goodwill 11 11,370 6,359
Other intangible assets 12 11,280 1,289
Property, plant and equipment 13 948 147
Investments 14 108 –
23,706 7,795
Current assets
Inventories 15 277 –
Trade and other receivables 16 9,450 4,533
Cash and cash equivalents 2,702 1,551
12,429 6,084
Total assets 36,135 13,879
Current liabilities
Financial liabilities – bank overdraft 3,032 –
Trade and other payables 18 7,438 2,663
Current tax liabilities 924 381
Provisions for liabilities 21 1,408 447
12,802 3,491
Non-current liabilities
Provisions for liabilities 21 786 400
Deferred tax liabilities 17 2,046 222
2,832 622
Total liabilities 15,634 4,113
Net assets 20,501 9,766
Shareholders’ funds
Share capital 24 108 105
Share premium account 7,748 5,809
Merger reserve 7,174 –
Equity shares to be issued 356 687
Share option reserve 443 426
Translation reserve 146 121
Retained earnings 4,526 2,618
Total equity 20,501 9,766
These financial statements were approved by the directors and authorised for issue on 4 September 2008.
Signed on behalf of the Board by:
M D Smith C Dixon
Chief Executive Officer Chief Financial Officer
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated balance sheet
At 30 April 2008
20 TMN Group plc Annual Report & Accounts 2008 Restated
2008 2007
Note £’000 £’000
Non-current assets
Other intangible assets 12 328 –
Property, plant and equipment 13 279 –
Investments in subsidiaries 14 25,262 10,542
25,869 10,542
Current assets
Trade and other receivables 16 252 3
Cash and cash equivalents 25 910
Deferred tax asset 17 143 –
420 913
Total assets 26,289 11,455
Current liabilities
Financial liabilities – bank overdraft 3,032 –
Trade and other payables 18 819 –
Current tax liabilities 239 327
Provisions for liabilities 21 1,266 200
5,356 527
Non-current liabilities
Provisions for liabilities 21 786 400
Total liabilities 6,142 927
Net assets 20,147 10,528
Shareholders’ funds
Called up share capital 24 108 105
Share premium account 7,748 5,809
Merger reserve 7,174 –
Equity shares to be issued 356 687
Share option reserve 443 426
Retained earnings 4,318 3,501
Total equity 20,147 10,528
These financial statements were approved by the Board of Directors and authorised for issue on 4 September 2008.
Signed on behalf of the Board by:
M D Smith C Dixon
Chief Executive Officer Chief Financial Officer
The accompanying accounting policies and notes form an integral part of these financial statements.
Company balance sheet
At 30 April 2008
TMN Group plc Annual Report & Accounts 2008 21 Restated
2008 2007
Note £’000 £’000
Cash flows from operating activities
Operating profit 2,486 2,907
Adjustments for:
Depreciation 182 102
Amortisation 1,530 764
Share-based payments expense 27 29
Loss on investments 9 –
Foreign exchange 25 –
Increase in inventories 32 –
Increase in receivables (2,395) (1,191)
Increase/(decrease) in payables 1,405 (133)
Decrease in provisions (105) (149)
Cash generated from operations 3,196 2,329
Interest paid (51) (7)
Income tax paid (444) (735)
Net cash generated from operating activities 2,701 1,587
Investing activities
Interest received 42 18
Purchases of plant, property and equipment (384) (152)
Purchases of intangible assets (1,567) (477)
Acquisition of subsidiaries (2,539) (198)
Net cash used in investing activities (4,448) (809)
Financing activities
Proceeds on issue of shares 75 139
Purchase of own shares (109) (1,350)
Loan note repaid (100) –
Proceeds on sale of fractional rights – 763
Net cash used in financing activities (134) (448)
Net (decrease)/increase in cash and cash equivalents (1,881) 330
Cash and cash equivalents at the beginning of the period 1,551 1,221
Cash and cash equivalents at the end of the period (330) 1,551
The accompanying accounting policies and notes form an integral part of these financial statements.
Consolidated cash flow statement
For the year ended 30 April 2008
22 TMN Group plc Annual Report & Accounts 2008 Restated
2008 2007
Note £’000 £’000
Cash flows from operating activities
Operating profit 1,008 2,666
Adjustments for:
Depreciation 46 –
Amortisation 46 365
Share-based payments expense 27 29
Increase in receivables (249) –
Increase in payables 819 –
Cash generated from operations 1,697 3,060
Interest paid (62) (7)
Income tax paid (310) (717)
Net cash generated from operating activities 1,325 2,336
Investing activities
Interest received 36 15
Purchases of plant, property and equipment (325) –
Purchases of intangible fixed assets (374) –
Acquisition of subsidiaries (4,722) (198)
Net cash used in investing activities (5,385) (183)
Financing activities
Proceeds on issue of shares 75 139
Purchase of own shares (109) (1,350)
Proceeds from sale of fractional rights – 763
Loan note repaid (100) –
Net inflow from inter-company loans 277 –
Net outflow from inter-company loans – (1,354)
Net cash generated from/(used in) financing activities 143 (1,802)
Net (decrease)/increase in cash and cash equivalents (3,917) 351
Cash and cash equivalents at the beginning of the period 910 559
Cash and cash equivalents at the end of the period (3,007) 910
The accompanying accounting policies and notes form an integral part of these financial statements.
Company cash flow statement
For the year ended 30 April 2008
TMN Group plc Annual Report & Accounts 2008 23 1. General information
TMN Group plc is incorporated and domiciled in the
United Kingdom.
The financial statements for the year ended 30 April
2008 (including the comparatives for the year ended
30 April 2007) were approved by the Board of Directors
on 4 September 2008. Amendments to the financial
statements are not permitted after they have been
approved.
2. Accounting policies
Basis of preparation
The Group’s financial statements have been prepared 
in accordance with applicable IFRS as adopted by the
European Union and IFRS as issued by the International
Accounting Standards Board.
In accordance with the exemptions permitted by s230
of the Companies Act 1985 the income statement of the
Company has not been presented. In the accounts of the
Company the profit for the financial year amounted to
£751,000 (2007: £2,495,000) and net income recognised
directly in equity amounted to £nil (2007: £763,000).
Overall considerations
The significant accounting policies that have been used in
the preparation of these financial statements are
summarised below.
The financial statements have been prepared using the
measurement bases specified by IFRS for each type of
asset, liability, income and expense. The measurement
bases are more fully described in the accounting policies
below.
Prior year adjustments
The Board have undertaken a review of the accounting for
transition to IFRS as reported in the Group’s first full IFRS
financial statements for the year ended 30 April 2007
and two issues have arisen which require restatement as
follows:
Classification of share-based deferred consideration
During the year ended 30 April 2006 the Group undertook
the acquisition of Electronic Direct Response Limited, for
which a part of the consideration was deferred and
payable in shares or under share options. The number 
of shares to be issued at future dates were fixed and
should therefore have been classified as equity rather
than debt.
Intangible assets on acquisition
On acquisition of Electronic Direct Response Limited in
November 2005 goodwill on consolidation amounting to
£5.78 million was acquired. In the Group’s first IFRS
accounts for the year ended 30 April 2006 the
assessment of the intangible fixed assets acquired in
this business combination was omitted. The Group
estimates that goodwill was therefore overstated by
£941,000, being the net of the acquired intangibles of
£1.35 million and the related deferred tax liability of
£403,000. The intangible assets acquired were databases,
customer related intangibles and proprietary software. An
amortisation charge has also been accounted for from
the date of acquisition of these intangible assets.
Notes to the financial statements
24 TMN Group plc Annual Report & Accounts 2008 2. Accounting policies continued
Prior year adjustments continued
The effect of prior year restatements on the consolidated position for the year ended 30 April 2007 was as follows:
As originally Effect of
stated restatement As restated
£’000 £’000 £’000
Consolidated balance sheet
Non-current assets
Goodwill 7,300 (941) 6,359
Other intangible assets 461 828 1,289
Current assets
Deferred tax asset 26 (26) –
Current liabilities
Provisions for liabilities (956) 509 (447)
Non-current liabilities
Deferred tax – (222) (222)
Provisions (934) 534 (400)
Equity
Share option reserve 70 356 426
Equity shares to be issued – 687 687
Profit and loss reserves 2,979 (361) 2,618
Total equity 9,084 682 9,766
Consolidated income statement
Administrative expenses (5,808) (365) (6,173)
Tax (558) 109 (449)
Profit after tax 2,725 (256) 2,469
Earnings per share
Basic 5.5p (0.5p) 5.0p
Diluted 5.2p (0.5p) 4.7p
The effect of prior year restatement on the Company position for the year ended 30 April 2007 was as follows:
As originally Effect of
stated restatement As restated
£’000 £’000 £’000
Company balance sheet
Current liabilities
Provisions for liabilities (709) 509 (200)
Non-current liabilities
Provisions (934) 534 (400)
Equity
Share option reserve 70 356 426
Equity shares to be issued – 687 687
Profit and loss reserves 3,501 – 3,501
Total equity 9,485 1,043 10,528
There was no impact on the Company's income statement regarding the prior year restatement.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 25 2. Accounting policies continued
Basis of consolidation
The consolidated financial statements incorporate the
results of the Company and all of its subsidiary
undertakings up to 30 April 2008. Unless otherwise
stated, the acquisition method of accounting has been
adopted. Under this method, the results of the subsidiary
undertakings acquired in the year are included in the
consolidated income statement from the date of
acquisition.
Significant accounting estimates and judgements 
Certain estimates and judgements need to be made by
the directors of the Group which affect the results and
position of the Group as reported in the financial
statements. Estimates and judgements are required if,
for example, as at the reporting date not all assets and
liabilities have been settled and certain assets and
liabilities are recorded at fair value which requires a
number of estimates and assumptions to be made.
The major areas for estimation and judgement within the
financial statements are as follows:
Revenue recognition
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.
Bad debt provision
At each reporting period, management review outstanding
debts and determine appropriate provision levels. Needless
to say, the recovery of certain debts is dependent on the
individual circumstances of customers. As disclosed in
note 16 there are a number of debts which remain
outstanding past their due date, which management
believe to be recoverable.
Provision for reward points
The provision for reward points represents the estimated
future liabilities of unredeemed points where revenue
attributable to the points issued has been recognised.
The provision is calculated using a standard costing
method making certain assumptions concerning
redemption levels. In forming these judgements, the
directors have assessed the anticipated future profile of
points redemptions based on the Group’s past experience
of redemptions, the current run-rate of accumulation of
points and the age profile of the points in issue.
The major areas of judgement within the financial
statements are as follows:
Deferred and accrued consideration
In relation to accrued consideration for acquisitions
where performance criteria exist, the likelihood of the
performance criteria being achieved are assessed to
determine the level of consideration that is appropriate 
to recognise.
Impairment of goodwill 
Determining whether goodwill is impaired requires an
estimation of the value in use of the cash-generating
units to which goodwill has been allocated. The value in
use calculation requires the management to estimate the
future cash flows expected to arise from the cash-
generating unit and a suitable discount rate in order to
calculate present value.
Adoption of IFRS 8 Operating Segments
The Group has decided to adopt early IFRS 8 Operating
Segments, which replaces IAS 14 Segment Reporting.
However, while the adoption of this Standard has not
affected the way the Group identified separate operating
segments relevant for segment reporting, the Group now
presents segment results in accordance with internal
management reporting information. The main changes
are that:
> the segment results are based on operating results of
each segment
> in addition, the Group’s management do not consider
post-employment benefit expenses or share-based
payment expenses when making decisions about
allocation of resources to each segment and
assessing its performance.
Notes to the financial statements continued
26 TMN Group plc Annual Report & Accounts 2008 Revenue recognition
Revenue is recognised on products and services as set
out below:
Email marketing
Revenue from email advertising, lead generation sources
and website publishing is recognised on completion of
the relevant campaign or transaction after all performance
criteria have been fulfilled.
Research
Revenue from the provision of online research and
fieldwork services is recognised by reference to stage of
completion. Stage of completion is measured by reference
to the extent of services completed on a project by
project basis.
Affiliate marketing
Revenue arises from pay for performance actions such as
clicks, leads or sales generated resulting from advertising
of a merchants products or services on customers’
websites. On completion of performance criteria and any
defined cancellation period, the relevant amount of
commission is recognised.
Ecommerce
Ecommerce revenue is recognised when the goods are
supplied.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 27
2. Accounting policies continued
Standards and Interpretations not yet applied by TMN Group plc
The following new Standards and Interpretations, which are yet to become mandatory, have not been applied in TMN
Group plc’s financial statements.
Effective for reporting 
Standard or Interpretation periods starting on or after
IAS 1 Presentation of Financial Statements (revised 2007) 1 January 2009
IAS 23 Borrowing Costs (revised 2007) 1 January 2009
IAS 27 Consolidated & Separate Financial Statements (Revised 2008) 1 July 2009
IFRS 3 Business Combinations (Revised 2008) 1 July 2009
IFRS 8 Operating Segments 1 January 2009
Amendment to IAS 32 Financial Instruments: Presentation and Presentation of 1 January 2009
& IAS 1 Financial Statements – Puttable Financial Instruments and Obligations
Arising on Liquidation
Amendment to IFRS 2 Share-based Payment – Vesting Conditions and Cancellations 1 January 2009
Amendment to IFRS 1 First time adoption of International Financial Reporting Standards and 1 January 2009
IAS 27 Consolidated and separate financial statements – costs of
investment in a subsidiary, jointly controlled entity or associate
Amendment to IAS 39 Financial Instruments: Recognition and Measurement – Eligible 1 July 2009
Hedged Items
Improvement to IFRSs 1 January 2009
IFRIC 12 Service Concession Arrangements 1 January 2008
IFRIC 13 Customer Loyalty Programmes 1 July 2008
IFRIC 14 IAS 19 The Limit on a Defined Benefit Asset Minimum Funding 1 January 2009
Requirements and their Interaction
IFRIC 15 Agreements for the Construction of Real Estate 1 January 2009
IFRIC 16 Hedges of a Net Investment in a Foreign Operation 1 October 2008
Based on TMN Group plc’s current business model and accounting policies, management does not expect material
impact on TMN Group plc’s Group financial statements when the Standards and Interpretations become effective. 2. Accounting policies continued
Business combinations
The acquisition of subsidiaries is accounted for using the
purchase method. The cost of the acquisition is measured
at the aggregate of the fair values, at the date of
exchange, of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange
for control of the acquiree, plus any costs directly
attributable to the business combination. The acquiree’s
identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 are
recognised at their fair value at the acquisition date.
Goodwill arising on acquisition is recognised as an
asset and initially measured at cost, being the excess of
the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities recognised. If, after
reassessment, the Group’s interest in the net fair value
of the acquiree’s identifiable assets, liabilities and
contingent liabilities exceed the cost of the business
combination, the excess is recognised immediately in
profit or loss.
Deferred consideration
On deferred and accrued consideration for acquisitions
where performance criteria exist, the likelihood of the
performance criteria being achieved are assessed to
determine the level of consideration that is appropriate to
recognise.
Business combinations completed prior to date of
transition to IFRSs
The Group has elected not to apply IFRS 3 Business
Combinations retrospectively to business combinations
prior to the date of transition to IFRSs.
Accordingly, the classification of the combination
(acquisition, reverse acquisition or merger) remains
unchanged from the used under UK GAAP . Assets and
liabilities are recognised at date of transition if they
would be recognised under IFRSs, and are measured
using their UK GAAP carrying amount immediately post-
acquisition as deemed cost under IFRSs, unless IFRSs
requires fair value measurement. Deferred tax and
minority interest are adjusted for the impact of any
consequential adjustments after taking advantage of the
transitional provisions.
Goodwill
Goodwill arising on consolidation represents the excess
of the cost of acquisition over the Group’s interest in the
fair value of the identifiable assets and liabilities of a
subsidiary, associate or jointly controlled entity at the
date of acquisition. Goodwill is initially recognised as an
asset at cost and is subsequently measured at cost less
any accumulated impairment losses. Goodwill, which is
recognised as an asset, is reviewed for impairment at
least annually. Any impairment is recognised immediately
in profit or loss and is not subsequently reversed. 
For the purpose of impairment testing, goodwill is
allocated to each of the Group’s cash-generating units
expected to benefit from the synergies of the
combination. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or
more frequently when there is an indication that the unit
may be impaired. If the recoverable amount of the cash-
generating unit is less than the carrying amount of the
unit, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and
then to the other assets of the unit pro-rata on the basis
of the carrying amount of each asset in the unit. An
impairment loss recognised for goodwill is not reversed in
a subsequent period. 
On disposal of a subsidiary, associate or jointly
controlled entity, the attributable amount of goodwill is
included in the determination of the profit or loss on
disposal. 
Goodwill arising on acquisitions before the date of
transition to IFRS has been retained at the previous UK
GAAP amounts subject to being tested for impairment
from that date.
Acquisition related and other intangible assets
An intangible asset acquired as part of a business
combination is recognised outside goodwill, initially at its
fair value, if the asset is separable or arises from
contractual or other legal rights and its fair value can be
reliably measured. Following initial recognition, intangible
assets are carried at cost less accumulated amortisation
and accumulated impairment losses.
Internally developed software costs are capitalised
where the product or process is technically and
commercially feasible, the costs are separately
identifiable and the Group has sufficient resources and
an intention to complete the development and the
correlation between development costs and future
revenues has been established.
Other intangible assets, which comprise of data
acquisition costs such as databases, managed email
costs and customers relationships, are stated at cost,
net of amortisation and any recognised impairment loss.
Data acquisition costs comprise the external purchase
costs of data acquired as a trading asset to be utilised
for clients marketing purposes together with relationships
acquired with the acquisition of subsidiary undertakings.
Amortisation is calculated so as to write off the cost of
intangible assets, over their finite estimated useful lives,
using the straight-line method as follows:
Databases & domain names 2 years
Managed email lists 4 years
Customer relationships 6 years
Computer software 2 to 2.5 years
Notes to the financial statements continued
28 TMN Group plc Annual Report & Accounts 2008 2. Accounting policies continued
Investments in subsidiaries
investments in subsidiaries are recorded at cost, less any
provision for impairment.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of
depreciation and any recognised impairment losses.
Depreciation is calculated so as to write off the cost of
assets, over their estimated useful lives, using the straight-
line method as follows:
Freehold buildings 20 years
Leasehold improvements 3 years
Computer equipment 3 years
Inventories
Inventories are stated at the lower of cost and net
realisable value, valued on a first in first out basis, after
making allowance for obsolete and slow moving items.
Operating lease agreements
Rentals applicable to operating leases where substantially
all of the benefits and risks of ownership do not transfer
to the lessee are charged against profits on a straight-
line basis over the period of the lease.
Foreign currencies
These financial statements have been presented in
Sterling which is the presentational currency of the
Group.
Transactions in foreign currencies are translated at the
exchange rate ruling at the date of the transaction.
Monetary assets and liabilities in foreign currencies are
translated at the rates of exchange ruling at the balance
sheet date and differences reflected in the income
statement accordingly.
The results of overseas subsidiary undertakings are
translated at the average exchange rates and the balance
sheets of such undertakings are translated at the year
end exchange rates. Exchange differences arising on the
retranslation of opening net assets of overseas
subsidiary undertakings are taken to the translation
reserve. On disposal of a foreign operation the
cumulative translation differences are transferred to the
income statement as part of the gain or loss on disposal.
Pension costs
The Group does not operate any pension plans, but does
administer a stakeholder pension scheme on behalf of
any employees wishing to participate. Contributions
payable to the schemes are charged to the profit and
loss account in the year to which they relate. These
contributions are invested separately from the Group’s
assets.
Taxation
The tax expense represents the sum of the current tax
payable and deferred tax. 
Current tax is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the
income statement because it excludes items of income
or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or
deductible. The Group’s liability for current tax is
calculated using tax rates that have been enacted or
substantively enacted by 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.
Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a
transaction that affects neither the tax profit nor the
accounting profit. 
Deferred tax liabilities are recognised for taxable
temporary differences arising on investments in
subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the
foreseeable future. 
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 income statement, except when it
related to items charged or credited directly to equity, in
which case the deferred tax is also dealt with in equity. 
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current tax
assets against current tax liabilities and where they relate
to income taxes levied by the same taxation authority and
the Group intends to settle its current tax assets and
liabilities on a net basis.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 29 2. Accounting policies continued
Impairment of tangible and intangible assets excluding
goodwill
At each balance sheet date, the Group reviews the
carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those
assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the
impairment loss. Where the asset does not generate
cash flows that are independent from other assets, the
Group estimates the recoverable amount of the cash-
generating unit to which the asset belongs. 
The recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use,
the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects
current market assessments of the time value of money
and the risks specific to the asset for which the
estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash-
generating unit is estimated to be less than its carrying
amount, the carrying amount of the asset or cash-
generating unit is reduced to its recoverable amount and
the impairment loss is recognised as an expense
immediately.
When an impairment loss subsequently reverses, the
carrying amount of the asset or cash-generating unit is
increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised for
the asset or cash-generating unit in prior years. A reversal
of an impairment loss is recognised as income
immediately.
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 Group/Company
after deducting all of its liabilities. Dividends and
distributions relating to equity instruments are debited
direct to equity.
Financial assets are divided into loans and receivables
and financial assets at fair value through income
statement. 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.  
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 income statement.
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. 
Notes to the financial statements continued
30 TMN Group plc Annual Report & Accounts 2008 2. Accounting policies continued
Financial liabilities
The Group’s financial liabilities consist of a bank
overdraft, deferred consideration and trade and other
payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Group
becomes a party to the contractual provisions of the
instrument. Financial liabilities categorised as at fair value
through profit or loss 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.
Financial liabilities categorised as at fair value through
profit or loss are re-measured at each reporting date at
fair value, with changes in fair value being recognised in
the profit and loss account. All other financial liabilities
are recorded at fair value then amortised cost using the
effective interest method, with interest-related charges
recognised as an expense in finance cost in the profit
and loss account. Finance charges, including premiums
payable on settlement or redemption and direct issue
costs, are charged to the profit and loss account on an
accruals basis using the effective interest method and
are added to the carrying amount of the instrument to the
extent that they are not settled in the period in which
they arise.
Financial liabilities are categorised as at fair value
through profit or loss where they are classified as held-
for-trading or designated as at fair value through profit or
loss on initial recognition.  
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, bank overdrafts 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 represents the difference between
the issue price and the nominal value of shares issued
as consideration for the acquisition of a subsidiary
undertaking. Relief has been taken in respect of the
shares issued relating to the acquisition of Internet
Business Group Limited
Retained earnings includes all current and prior period
results as disclosed in the income statement.
The translation reserve is used to record foreign
exchange translation differences that occur as a result of
the translation of overseas subsidiary undertaking’s
financial statements.
Exceptional costs
Exceptional administration expenses are those expenses
which are one-off in nature, not of a general recurring
nature and arise infrequently in either the Group’s or a
subsidiary company’s business cycle.
Provisions 
Provisions are recognised when the Group has a present
obligation as a result of a past event, and it is probable
that the Group will be required to settle that obligation.
Provisions are measured at the directors’ best estimate
of the expenditure required to settle the obligation at the
balance sheet date, and are discounted to present value
where the effect is material. 
Provision for reward points
Provision for the expected redemption cost of reward
points issued by the Group’s shopping portal,
mutualpoints.com, is charged against profit. The provision
represents the estimated future liabilities of unredeemed
points where revenue attributable to the points issued
has been recognised. The provision is calculated using a
standard costing method making certain assumptions
concerning redemption levels. In forming these
judgements, the directors have assessed the anticipated
future profile of points redemptions based on the Group’s
past experience of redemptions, the current run-rate of
accumulation of points and the age profile of the points
in issue.
Share-based payments 
The Group has applied the requirements of IFRS 2 Share-
based Payments. In accordance with the transitional
provisions, IFRS 2 has been applied to all grants of equity
instruments after 7 November 2002 that were unvested
at 1 January 2005. 
The Group operates a number of equity-settled share-
based payment schemes under which share options are
issued to certain employees. Equity-settled share-based
payments are measured at fair value (excluding the effect
of non market-based vesting conditions) at the date of
grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the
Group’s estimate of shares that will eventually vest and
adjusted for the effect of non market-based vesting
conditions. 
Fair value is measured by use of the Black Scholes
model. The expected life used in the model has been
adjusted, based on management’s best estimate, for the
effects of non-transferability, exercise restrictions, and
behavioural considerations.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 31 3. Segmental analysis
Email Affiliate Publishing Central/
marketing marketing Research & hosting Ecommerce unallocated Total
Year ended 30 April 2008 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Segment revenues 13,175 4,087 2,690 2,052 530 – 22,534
Operating profit before
exceptional costs 2,452 807 532 413 37 (1,530) 2,711
Exceptional costs – – – – – (225) (225)
Operating profit after
exceptional costs 2,452 807 532 413 37 (1,755) 2,486
Net finance costs (9)
Profit before tax 2,477
Taxation (635)
Profit after tax 1,842
Other segment information
Capital expenditure – – – – – 384 384
Depreciation & amortisation 178 – 91 352 – 1,091 1,712
Share-based payment – – – – – 27 27
Email Affiliate Publishing Central/
marketing marketing Research & hosting Ecommerce unallocated Total
Year ended 30 April 2007 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Segment revenues 10,515 1,728 1,910 1,942 – – 16,095
Operating profit before
exceptional costs 2,138 351 388 395 – (365) 2,907
Exceptional costs – – – – – – –
Operating profit after
exceptional costs 2,138 351 388 395 – (365) 2,907
Net finance costs 11
Profit before tax 2,918
Taxation (449)
Profit after tax 2,469
Other segment information
Capital expenditure 3 – 18 – – 131 152
Depreciation & amortisation 51 – 51 336 – 428 866
Share-based payment – – – – – 29 29
As these business streams are integrated with each other it is not possible to separately identify the segmental assets
and liabilities held individually.
Notes to the financial statements continued
32 TMN Group plc Annual Report & Accounts 2008 3. Segmental analysis continued
The Group’s revenue from external customers and its geographic allocation of net assets may be summarised as follows:
Year ended 30 April 2008 Year ended 30 April 2007
Revenue Assets Revenue Assets
£’000 £’000 £’000 £’000
United Kingdom 20,915 19,899 16,095 9,766
Netherlands 1,619 602 ––
22,534 20,501 16,095 9,766
Acquisition of Acquisition of
property, plant Acquisition of property, plant Acquisition of
and equipment intangibles and equipment intangibles
£’000 £’000 £’000 £’000
United Kingdom 384 1,567 152 477
Netherlands –– ––
384 1,567 152 477
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 33 4. Operating profit
Restated
2008 2007
Operating profit is stated after charging: £’000 £’000
Amortisation of intangibles 1,530 764
Foreign exchange 12 11
Depreciation of owned assets 182 102
Auditor’s remuneration 114 50
Operating lease expense:
Land and buildings 212 108
Exceptional costs – legal and professional costs relating to rejected offers for the business 225 –
2008 2007
Auditors’ remuneration £’000 £’000
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts 94 40
Other services 20 4
Fees payable to the Company’s auditors and their associates for other services to the Group – 6
114 50
In addition to the amounts shown above, the Group paid £116,000 (2007: £nil) to the auditors in respect of costs
relating to transaction support services which have been included within the cost of investments.
5. Particulars of employees
The average number of staff employed by the Group during the financial year amounted to:
2008 2007
Number Number
Number of administrative and sales staff 177 81
2008 2007
The aggregate payroll costs of the above were: £’000 £’000
Wages and salaries 4,467 3,453
Share-based payments 27 29
Social security costs 517 412
Other pension costs 8 5
5,019 3,899
Notes to the financial statements continued
34 TMN Group plc Annual Report & Accounts 2008 6. Directors’ emoluments
2008 2007
The directors’ aggregate emoluments in respect of qualifying services were: £’000 £’000
Emoluments receivable 415 367
Exercise of share options 188 1,252
603 1,619
Emoluments of highest paid director:
Total emoluments (including gains on share options) 381 1,252
Share options exercised:
The directors exercised and realised the following share option gains during the year:
Number Market value on Gain on
exercised Exercise price date of exercise exercise
Date of exercise Number ’000 Pence Pence £’000
M D Smith 17/07/07 310 19.50 80.00 188 
Share options:
The directors during the period and their beneficial interest in options to purchase ordinary shares in the Company, were
as follows:
Expired/
Held at Granted Exercised lapsed/ Held at
Exercise price 30 April 2007 during year during year cancelled 30 April 2008
Issue date Pence Number ’000 Number ’000 Number ’000 Number ’000 Number ’000
M D Smith 06/04/04 19.50 800 – 310 – 490 
20/09/06 65.00 1,000 – – – 1,000 
C Dixon 11/06/07 77.00 – 500 – – 500
7. Net finance costs/income
2008 2007
£’000 £’000
Interest receivable on bank deposits (42) (18)
Interest payable on bank overdrafts 51 7
Net finance cost/(income) 9 (11)
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 35 8. Taxation on ordinary activities
Restated
2008 2007
The tax charge for the Group comprises: £’000 £’000
(a) Current tax:
In respect of the year:
UK Corporation tax based on the results for the year at 28% (2007: 30%) 775 599
Overseas taxation 107 –
Adjustment in respect of prior years – (15)
Total current tax 882 584
Deferred tax (247) (135)
Tax on profit on ordinary activities 635 449
(b) Reconciliation of tax charge
Profit on ordinary activities before tax 2,477 3,283
Tax at the UK Corporation tax rate of 28% (2007: 30%) 694 984
Effects of:
Expenses not deductible for tax 256 27
Capital allowances in excess of depreciation – (3)
Utilisation of tax losses (152) (151)
Share options exercised – (375)
Recognised losses (211) –
Marginal relief – (18)
Adjustment in respect of prior years – (15)
Change in tax rates 48 –
Total current tax (note 8(a)) 635 449
9. Dividends
No dividend has been recommended for the year (2007: £nil).
10. Earnings per share
The calculation of the basic earnings per share is based on the net profit for the year of £1,842,000 (2007:
£2,469,000) divided by the weighted average number of shares in issue during the year of 56,111,000 (2007:
49,646,000). The diluted earnings per share for 2008 is based on the net profit for the year divided by the weighted
average number of shares in issue on a fully diluted basis of 59,071,000 (2007: 52,724,000).
An adjusted earnings per share has also been calculated based on the profit for the year before amortisation of
acquisition related intangible assets, share-based payments and exceptional costs amounting to a total of £880,000
(2007: £256,000). The adjusted earnings per share is therefore based on the adjusted net profit for the year of
£2,722,000 (2007: £2,725,000) divided by the weighted average number of shares in issue during the year of
56,111,000 (2007: 49,646,000) which results is an adjusted earnings per share of 4.9 pence (2007: 5.5 pence). The
diluted profit per share is based on a weighted average number of shares in issue on a fully diluted basis after
adjusting for the dilutive impact of the share options and the deferred consideration to be settled in shares which
results in an adjusted diluted earnings per share of 4.6 pence (2007: 5.2 pence).
Notes to the financial statements continued
36 TMN Group plc Annual Report & Accounts 2008 10. Earnings per share continued
The calculation of earnings per share is based on the following profits and number of shares:
2008 2007
Number Number
Profit of shares Pence Profit of shares Pence
£’000 Number per share £’000 Number per share
Basic earnings per share 1,842 56,111 3.3 2,469 49,646 5.0
Dilutive effect of securities:
Share options 1,789 2,144
Deferred consideration to be
settled in shares 1,176 934
Diluted earnings per share 1,842 59,071 3.1 2,469 52,724 4.7
11. Goodwill £’000
Cost
At 30 April 2006 restated 8,152
Reduction (1,793)
At 30 April 2007 restated 6,359
Additions 5,011
At 30 April 2008 11,370
Net book value
At 30 April 2008 11,370
At 30 April 2007 restated 6,359
Goodwill acquired through business combinations is allocated to groups of cash generating units (“CGUs”) for
impairment as follows:
2008 2007
Company Activity £'000 £’000
Electronic Data Resource Limited Online direct marketing 4,839 4,839
iD Factor Limited Online market research 1,520 1,520
Internet Business Group plc Online direct marketing/performance 
advertising 1,669 –
Tapps B.V. Digital direct marketing 3,342 –
11,370 6,359
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be
impaired. The recoverable amounts are determined from value in use calculations. The key assumptions for the value in
use calculations are those regarding the discount rates and growth rates. Management estimates discount rates using
rates that reflect current market assessments of the time value of money and the risks specific to the CGU. The Group
prepares cash flow forecasts derived from the most recent financial budgets approved by the management for the next
12 months. Beyond this point, a steady long-term growth rate of 10% per annum. The rate used to discount the forecast
cash flows is 10.4%. 
The parent Company did not hold any goodwill.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 37 12. Other intangible assets
Databases & Customer Computer
domain names Managed lists relationships software Total
Group £’000 £’000 £’000 £’000 £’000
Cost
At 30 April 2006 restated 2,733 200 773 135 3,841
Additions 477 – – – 477
Disposals (658) – – – (658)
At 30 April 2007 restated 2,552 200 773 135 3,660
Additions 1,193 – – 374 1,567
Additions on acquisition 137 – 8,517 1,300 9,954
At 30 April 2008 3,882 200 9,290 1,809 15,181
Amortisation
At 30 April 2006 restated 2,162 21 54 28 2,265
Disposals (658) – – – (658)
Charge for the year 517 50 129 68 764
At 30 April 2007 restated 2,021 71 183 96 2,371
Charge for the year 683 50 550 247 1,530
At 30 April 2008 2,704 121 733 343 3,901
Net book value
At 30 April 2008 1,178 79 8,557 1,466 11,280
At 30 April 2007 restated 531 129 590 39 1,289
Computer
software
Company £’000
Cost
At 30 April 2007 –
Additions 374
At 30 April 2008 374
Amortisation
At 30 April 2007 –
Charge for the year 46
At 30 April 2008 46
Net book value
At 30 April 2008 328
At 30 April 2007 –
Notes to the financial statements continued
38 TMN Group plc Annual Report & Accounts 2008 13. Property, plant and equipment
Freehold Leasehold Computer
buildings improvements equipment Total
Group £’000 £’000 £’000 £’000
Cost
At 30 April 2006 – – 454 454
Additions – – 152 152
Disposals – – (191) (191)
At 30 April 2007 – – 415 415
Additions – – 384 384
Additions on acquisition 263 109 227 599
At 30 April 2008 263 109 1,026 1,398
Depreciation
At 30 April 2006 – – 357 357
Disposals ––(191)(191)
Charge for the year – – 102 102
At 30 April 2007 – – 268 268
Charge for the year 1 8 173 182
At 30 April 2008 1 8 441 450
Net book value
At 30 April 2008 262 101 585 948
At 30 April 2007 – – 147 147
Computer
equipment
Company £’000
Cost
At 30 April 2007 –
Additions 325
At 30 April 2008 325
Depreciation
At 30 April 2007 –
Charge for the year 46
At 30 April 2008 46
Net book value
At 30 April 2008 279
At 30 April 2007 –
The bank overdraft is secured by a fixed and floating charge over the Group’s assets.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 39 14. Investments
Other
investments
Group £’000
Cost
At 30 April 2007 –
Additions on acquisition 117
Disposals (9)
At 30 April 2008 108
Net book value
At 30 April 2008 108
At 30 April 2007 –
Associated companies and other investments
The interests of the Group in the shares of other investments are:
Holding %
SailSail.com Limited Ordinary shares 10%
Mailweb Services Limited Ordinary shares 24%
Ten Alps Plc Ordinary shares 0.2%
Casmir Limited Ordinary shares 2%
MD Medic Limited Ordinary shares 10%
Farex Limited Ordinary shares 33%
Neither Mailweb Services Limited or Farex Limited are considered to be material to the Group’s financial statements.
Group
undertakings
Company £’000
Cost
At 30 April 2006 9,679
Reduction resulting from reduction of deferred consideration (1,793)
At 30 April 2007 7,886
Additions 14,997
At 30 April 2008 22,883
Loans
At 30 April 2006 1,301
Advanced in year 1,355
At 30 April 2007 2,656
Repaid in year (277)
At 30 April 2008 2,379
Net book value
At 30 April 2008 25,262
At 30 April 2007 10,542
Notes to the financial statements continued
40 TMN Group plc Annual Report & Accounts 2008 14. Investments continued
Subsidiary undertakings
Country of registration Holding % Principal activity
TMN Media Limited England & Wales Ordinary shares 100% Online direct marketing
MutualPoints Limited England & Wales Ordinary shares 100% Online direct marketing
Electronic Direct Response Limited England & Wales Ordinary shares 100% Online direct marketing
iD Factor Limited England & Wales Ordinary shares 100% Online market research
ICD Research Limited England & Wales Ordinary shares 100% Online market research
Envoy Messenger Limited England & Wales Ordinary shares 100% Online direct marketing
Internet Business Group Limited England & Wales Ordinary shares 100% Holding company
Sweatband Limited* England & Wales Ordinary shares 100% Holding company
Mazware Limited* England & Wales Ordinary shares 100% Computer software design
WebToolPro.com Limited* England & Wales Ordinary shares 99% Dormant
Lighthouse New Media Limited* England & Wales Ordinary shares 90% Dormant
RedKinetics.com Limited* England & Wales Ordinary shares 100% Website hosting
AffiliateFuture Incorporated* United States Ordinary shares 100% Performance advertising
Viajes Xiana* Spain Ordinary shares 100% Media
Sweatband.com Limited* England & Wales Ordinary shares 100% Sports ecommerce 
The Educational Software Company Limited* England & Wales Ordinary shares 100% Dormant
Tapps B.V. Holland Ordinary shares 100% Digital direct marketing
* indirectly held
15. Inventories
Group
2008 2007
£’000 £’000
Finished goods and goods for resale 277 –
277 –
Inventories represent trading goods held as stock for resale by a wholly owned subsidiary, Sweatband.com Limited.
In the year ended 30 April 2008, a total of £423,000 of inventory (2007: £nil) was included in cost of sales with the
income statement. Inventory write downs in 2008 amounted to £nil (2007: £nil) and the closing provision against the
book value of inventories amounted to £31,000 (2007: £nil).
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 41 16. Trade and other receivables
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Trade receivables 7,730 4,016 – –
Other taxation and social security 59 – 58 –
Prepayments and accrued income 1,661 517 194 3
9,450 4,533 252 3
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 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 £184,000 (2007: £43,000) 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:
Group
2008 2007
£’000 £’000
Not overdue 2,648 1,743
Not more than 3 months overdue 3,253 2,196
More than 3 months but not more than 1 year 1,707 73
More than 1 year overdue 122 4
7,730 4,016
17. Deferred tax
The movement in the Group’s deferred taxation provision during the period was:
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Balance brought forward 222 357 – –
Income statement movement during the year (247) (135) 22 –
Recognised on acquisition – intangibles 2,400 – – –
Recognised on acquisition – IBG Group plc (164) – – –
Recognised in equity for share options (165) – (165) –
Balance carried forward 2,046 222 (143) –
The movement of deferred tax in the income statement arises
as follows:
Intangible assets purchased (247) (110) – –
Excess of tax allowances over depreciation on fixed assets – (2) 22 –
Trading losses – (23) – –
(247) (135) 22 –
The provision for deferred taxation consists of the tax effect of
temporary differences in respect of:
Intangible assets purchased 2,406 248 – –
Excess of tax allowances over depreciation on fixed assets (2) (2) 22 –
Trading losses (193) (24) – –
Share options (165) – (165) –
Balance carried forward 2,046 222 (143) –
Notes to the financial statements continued
42 TMN Group plc Annual Report & Accounts 2008 18. Trade and other payables
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Current:
Trade payables 4,005 1,161 456 –
Other taxation and social security 755 402 35 –
Accruals and deferred income 2,678 1,100 328 –
7,438 2,663 819 –
The directors consider the carrying amount of trade payables approximates to their fair value. 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. 
19. Borrowings
Borrowings at 30 April 2008 consists of a bank overdraft with Barclays Bank plc. This overdraft facility was taken out in
December 2007 to assist with the acquisition of Tapps B.V.
The facility is repayable on demand, with interest charged at 1.45% per annum above the bank’s base rate (currently
5.0%) giving an effective rate of 6.45%, varying in line with changes in base rate.
20. Financial instruments
The Group uses financial instruments comprising cash and short-term deposits, bank overdrafts, deferred consideration
for acquisitions 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.
Interest rate risk
The Group finances its operations through bank borrowings. The Group is not highly geared and therefore does not have
a significant exposure to interest rate fluctuations on its borrowings. All borrowings are carried at a floating rate of
interest. The floating rate borrowings bear interest at rates based on the prevailing bank rate. All borrowings are
denominated in sterling.
No sensitivity modelling has been presented in this report as the Group’s exposure to interest rate fluctuations is
minimal.
Credit risk
The Group trades with only recognised creditworthy third parties. The carrying value of trade receivables is shown in
note 16. It is Group 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.
Due to the number of trading subsidiary entities in the Group, 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.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 43 20. Financial instruments continued
Foreign currency risk
The Group’s exposure to foreign currency risk relates primarily to short term loans that are denominated in currencies
other than Sterling made to, or received from subsidiaries. No currency hedging is entered into.
Exposures to foreign exchange rates vary during the year depending on the volume of overseas transactions. At the
date of this report the overseas subsidiaries represent only a small proportion of Group activity and therefore exposure
to fluctuations in foreign currencies is not considered significant to the Group.
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 a committed bank overdraft facility amounting to £4.0 million at 30 April 2008 of which £3.0 million
had been drawn.
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:
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Current assets
Trade receivables 7,730 4,016 – –
Cash and cash equivalents 2,702 1,551 25 910
10,432 5,567 25 910
The IAS 39 categories of financial liabilities included in the balance sheet and the headings in which they are included
are as follows:
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Non-financial liabilities 924 381 239 327
Financial liabilities measured at amortised cost 9,231 2,008 5,540 600
10,155 2,389 5,779 927
The financial liabilities are included in the balance sheet in the following headings:
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Current liabilities
Financial liabilities – bank overdraft 3,032 – 3,032 –
Trade payables 4,005 1,161 456 –
Corporation tax 924 381 239 327
Provisions for liabilities 1,408 447 1,266 200
Non-current liabilities
Provisions for liabilities 786 400 786 400
10,155 2,389 5,779 927
Notes to the financial statements continued
44 TMN Group plc Annual Report & Accounts 2008 21. Provisions
Group Company
2008 2007 2008 2007
£’000 £’000 £’000 £’000
Current:
Deferred cash consideration 753 200 753 200
Deferred share consideration 513 – 513 –
Other provisions (note 22) 142 247 – –
1,408 447 1,266 200
Non-current:
Other payables:
– deferred cash consideration payable 2010 344 300 344 300
– deferred share consideration payable 2010 442 – 442 –
– unsecured 2% loan notes – 100 – 100
786 400 786 400
Deferred cash and share consideration relates to the acquisition of subsidiaries.
22. Other provisions
2008 2007
£’000 £’000
Balance brought forward 247 388
Payments in the year (714) (756)
Increase in provision 609 615
Balance carried forward 142 247
The provision is the expected redemption cost of reward points issued by the Group’s shopping portal, mutualpoints.com.
The future outflow of this provision is expected to fall due within the next 12 months.
23. Operating lease arrangements
Operating leases arrangements represent rental charges for office accommodation. 
At 30 April 2008 the Group had the following minimum outstanding commitments under non-cancellable operating
leases which fall due:
2008 2007
£’000 £’000
Within 1 year 404 142
Within 2 to 5 years 756 326
Over 5 years – –
1,160 468
At 30 April 2008 the Company had the following minimum outstanding commitments under
non-cancellable operating leases which fall due:
Within 1 year 163 140
Within 2 to 5 years 228 326
Over 5 years – –
391 466
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 45 24. Called up share capital
2008 2007
Authorised share capital: £’000 £’000
100,000,000 Ordinary shares of £0.0001 each 10 10
100,000 Deferred shares of £1.00 each 100 100
110 110
2008 2007
Allotted, called up and fully paid: Number ’000 £’000 Number ’000 £’000
Ordinary shares of £0.0001 each 75,383 8 49,733 5
Deferred shares of £1.00 each 100 100 100 100
108 105
Movements in ordinary share capital in the year:
Transaction value
Date Purpose Number ’000 £’000
Shares at 1 May 2006 48,060
08/06/06 Conversion of units 37 –
18/07/06 Options exercised 200 39
18/07/06 Options exercised 1,815 100
03/08/06 Purchase of own shares (800) (496)
06/09/06 Conversion of units 40 –
08/09/06 Acquisition of subsidiary 1,550 968
07/12/06 Purchase of own shares (1,169) (854)
Shares at 1 May 2007 49,733 (243)
24/05/07 Acquisition of subsidiary 150 94
18/07/07 Options exercised 310 60
15/08/07 Purchase of own shares (50) (36)
16/08/07 Purchase of own shares (50) (36)
17/08/07 Purchase of own shares (50) (36)
03/09/07 Acquisition of subsidiary 784 237
03/09/07 Options exercised 200 –
03/09/07 Options exercised 65 14
04/01/08 Acquisition of subsidiary 3,788 1,534
14/01/08 Acquisition of subsidiary 20,502 7,176
Shares at 30 April 2008 75,383 9,007
The movement in share capital during the year represents an aggregate nominal value of £2,565.
Deferred shares:
The rights and restrictions attached to and imposed on the deferred shares are as follows:
a) The deferred shares shall not confer upon the holders thereof as a class, the right to receive any dividend,
distribution or other participation in the profits of the Company.
b) The deferred shares do not entitle the holders to receive notice of or to attend and speak or vote at any general
meeting of the Company.
c) On distribution of assets on liquidation or otherwise, the surplus assets of the Company remaining after payments of
its liabilities shall be applied first in repaying to holders of the deferred shares the nominal amounts and any
premiums paid up or credited as paid up on such shares, and second the balance of such assets shall belong to and
be distributed among the holders of the ordinary shares in proportion to the nominal amounts paid up on the ordinary
shares held by them respectively.
Notes to the financial statements continued
46 TMN Group plc Annual Report & Accounts 2008 25. Share-based payments
Equity-based share options
The Group grants options to certain directors and employees. Details of the options during the year are as follows:
Expired/
Held at Granted Exercised lapsed/ Held at
Exercise price 30 April 2007 during year during year cancelled 30 April 2008 Remaining life
Issue date Pence Number ’000 Number ’000 Number ’000 Number ’000 Number ’000 Years
23/05/00 0.01 48 – – – 48 2
31/10/00 21.25 73 – – – 73 3
16/05/03 7.00 200 – 200 – – 5
06/04/04 19.50 800 – 310 – 490 6
15/11/05 0.01 1,176 – 65 – 1,111 7
15/11/05 30.25 300 – – – 300 7
02/06/06 71.00 180 – – 120 60 8
20/09/06 65.00 1,000 – – – 1,000 8
14/03/07 82.50 182 – – – 182 9
11/06/07 77.00 – 500 – – 500 10
3,959 500 575 120 3,764
Exercisable at 30 April 2008 2,219
Weighted Weighted
average average
2008 exercise price 2007 exercise price 
Option summary: Number ’000 Pence Number ’000 Pence
Balance at 1 May 2007 3,959 30.4 4,612 9.0
Granted during year 500 77.0 1,362 68.1
Exercised during year (575) 13.1 (2,015) 6.9
Lapsed during year (120) 71.0 – –
Balance at 30 April 2008 3,764 37.9 3,959 30.4
The weighted average share price at the date of exercise for share options exercised during the year was £0.77 
(2007: £0.69).
The fair values were calculated using the Black-Scholes valuation method. The inputs to the model were as follows:
2008 2007
Weighted average share price (pence) 77.00 68.00
Expected volatility 50% 40%
Expected life 3 years 3 years
Risk free rate (%) 5.0% 4.8%
Dividend yield (%) – –
The expected volatility is based on the historic volatility adjusted for any expected changes to future volatility.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 47 26. Capital commitments
The Group had no capital commitments at 30 April 2008 or 30 April 2007.
27. Capital management policies and 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 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 Group may adjust
the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce
debt.
Notes to the financial statements continued
48 TMN Group plc Annual Report & Accounts 2008 28. Acquisitions
Tapps B.V. (Tapps)
On the 4 January 2008 TMN Group plc acquired the entire share capital of Tapps, a private company based in
Amsterdam, Netherlands. The principal activity of Tapps is digital direct marketing.
The estimated total consideration of £7.3 million consists of an initial payment at completion of £5.6 million
satisfied by a combination of cash and shares as shown below, plus additional deferred consideration, contingent on
performance.
The book values under IFRS and the provisional fair values of the assets and liabilities acquired as at the date of
acquisition were as follows:
Book value
before
acquisition Fair value Fair value to
under IFRS adjustments TMN Group plc
£’000 £’000 £’000
Non-current assets
Property, plant & equipment 68 – 68
Intangible assets – 4,917 4,917
68 4,917 4,985
Current assets
Trade and other receivables 1,422 (498) 924
Cash 280 – 280
1,702 (498) 1,204
Total assets 1,770 4,419 6,189
Current liabilities
Trade and other payables 1,159 (254) 905
Non-current liabilities
Deferred tax liability – 1,253 1,253
Total liabilities 1,159 999 2,158
Net assets 611 3,420 4,031
Goodwill arising on acquisition 3,342
Consideration 7,373
Discharged by: £’000
Initial consideration
Fair value of shares issued (3,788,326 shares at 40.5p, being the market value of the shares
at the date of acquisition) 1,534
Cash 3,917
Cost associated with the acquisition, settled in cash 169
Total initial consideration 5,620
Contingent consideration
Payable 2009 – Cash 454
Payable 2009 – Shares 513
Payable 2010 – Cash 344
Payable 2010 – Shares 442
Total contingent consideration 1,753
Total consideration 7,373
An estimate of the total consideration payable in respect of the two years ending 30 April 2009 and 2010 has been
made for the purposes of preparing this statement. It has been assumed that the consideration will be payable equally
in cash and shares. Contingent consideration to be settled in shares is structured as a variable number of shares to
deliver on a fixed value consideration and has therefore been classified as debt.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 49 28. Acquisitions continued
The fair value adjustments represent the following:
> recognition of separable intangible assets.
> adoption of appropriate revenue recognition policy, together with associated impact on cost of sales.
> increase in the bad debt provision.
> the combined taxation impact of the above adjustments.
From the date of acquisition to 30 April 2008, Tapps contributed £384,000 to the profit before tax to the Group. 
Internet Business Group plc (IBG)
On 13 February 2008 TMN Group plc acquired the entire issued share capital of IBG, a public company based in
London, England. The principal activity of IBG is online advertising. The estimated total consideration of £7.6 million.
The book values under IFRS and the provisional final fair values of the assets, liabilities and contingent liabilities as
at the date of acquisition were as follows:
Book value 
before 
acquisition Fair value Fair value to
under IFRS adjustments TMN Group plc
£’000 £’000 £’000
Non-current assets
Property, plant and equipment 568 (37) 531
Investment 182 (65) 117
Intangible assets 1,217 3,820 5,037
Deferred tax asset – 164 164
1,967 3,882 5,849
Current assets
Stock 372 (63) 309
Trade and other receivables 2,090 (492) 1,598
Cash 1,903 – 1,903
4,365 (555) 3,810
Total assets 6,332 3,327 9,659
Current liabilities
Trade and other payables 2,364 206 2,570
Non-current liabilities
Deferred tax liability – 1,147 1,147
Total liabilities 2,364 1,353 3,717
Net assets 3,968 1,974 5,942
Goodwill arising on acquisition 1,669
Consideration 7,611
Discharged by: £’000
Consideration
Fair value of shares issued (20,502,082 shares at 35p, being the market value of the shares
at the date of acquisition) 7,176
Cost associated with the acquisition, settled in cash 435
Total consideration 7,611
Notes to the financial statements continued
50 TMN Group plc Annual Report & Accounts 2008 28. Acquisitions continued
The fair value adjustments represent the following:
> recognition of separable intangible assets.
> impairment of debtors, investments and stock.
> reinstatement of creditors.
> the combined taxation impact of the above adjustments.
From the date of acquisition to 30 April 2008, IBG contributed £362,000 to the profit before tax to the Group. 
With regard to both acquisitions, the directors have made estimates of the future consideration payable in connection
with the acquisition and will continue to do so until the final cost of the acquisition has been determined. On this basis
the estimate of goodwill arising on consolidation is considered provisional. The goodwill that arose on the combinations
can be attributed to the synergies expected to be derived from the combination and the value of the workforce which
cannot be recognised as an intangible asset under IAS 38 Intangible Assets.
Notes to the financial statements continued
TMN Group plc Annual Report & Accounts 2008 51 We have audited the Group and parent Company financial
statements (the “financial statements”) of TMN Group plc
for the year ended 30 April 2008 which comprise the
consolidated income statement, the consolidated and
parent Company statements of changes in equity, the
consolidated and parent Company balance sheets, the
Group and parent Company cash flow statements and
notes 1 to 28. These financial statements have been
prepared under the accounting policies set out therein.
This report is made solely to the Company’s members,
as a body, in accordance with Section 235 of the
Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an 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
The directors’ responsibilities for preparing the Annual
Report, and the financial statements in accordance with
applicable law and IFRSs as adopted by the European
Union are set out in the Statement of Directors’
Responsibilities.
Our responsibility is to audit the financial statements
in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (UK
and Ireland).
We report to you our opinion as to whether the
financial statements give a true and fair view and whether
the financial statements have been properly prepared in
accordance with the Companies Act 1985. We also report
to you whether in our opinion the information given in the
Directors’ Report is consistent with the financial
statements. The information given in the Directors’
Report includes that specific information presented in the
Chairman’s and Chief Executive’s statements and the
Operating and Financial Review that is cross-referred from
the review of the business and future developments of
the Directors’ Report.
In addition we report to you if, in our opinion, the
Company has not kept proper accounting records, if we
have not received all the information and explanations we
require for our audit, or if information specified by law
regarding directors’ remuneration and other transactions
is not disclosed.
We read other information contained in the Annual
Report and consider whether it is consistent with the
audited financial statements. The other information
comprises only the Chairman’s and Chief Executive’s
Statements, the Operating and Financial Review and the
Directors’ Report. We consider the implications for our
report if we become aware of any apparent
misstatements or material inconsistencies with the
financial statements. Our responsibilities do not extend
to any other information.
Basis of audit opinion
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination,
on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes
an assessment of the significant estimates and judgments
made by the directors in the preparation of the financial
statements, and of whether the accounting policies are
appropriate to the Group’s and Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain
all the information and explanations which we considered
necessary in order to provide us with sufficient evidence
to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion
we also evaluated the overall adequacy of the presentation
of information in the financial statements.
Opinion
In our opinion:
> the Group financial statements give a true and fair
view, in accordance with IFRSs as adopted by the
European Union, of the state of the Group’s affairs as at
30 April 2008 and of its profit for the year then ended;
> the parent Company financial statements give a true
and fair view, in accordance with IFRSs as adopted by
the European Union as applied in accordance with the
provisions of the Companies Act 1985, of the state of
the parent Company’s affairs as at 30 April 2008; 
> the financial statements have been properly prepared
in accordance with the Companies Act 1985 and, as
regards the Group financial statements; and
> the information given in the Directors’ Report is
consistent with the financial statements.
Grant Thornton UK LLP
Chartered Accountants and Registered Auditors
Birmingham
United Kingdom
4 September 2008
Independent auditors’ report
To the shareholders of TMN Group plc
52 TMN Group plc Annual Report & Accounts 2008 Designed and produced by Benjamin Rowntree Design   020 7357 0700   www.benrown.co.uk TMN Group plc
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