Annual Report PDF - Creston

Insight and
communications
for the 21st
century
Annual Report and Accounts 2009
C R E S T O N
plc

Innovation and
growth through
sharing knowledge
and expertise
Contents
Business Review
02 Group Overview
03 Group Companies
06 Chairman and
Chief Executive’s Statement
10 Case Studies
16 Our Synergies
17 Market Overview
20 Operating Review
Governance
24 Corporate Social Responsibility
26 Financial Review
30 Board of Directors
32 Report of the Directors
36 Corporate Governance
40 Directors’ Remuneration Report
Financial Statements
46 Contents to the Financial Statements
47 Auditors’ Report on the
Group Financial Statements
48 Financial Statements
52 Notes to the Financial Statements
80 Auditors’ Report on the Parent
Company Financial Statements
81 Company Accounts
82 Notes to the Company Accounts
87 Financial Glossary
88 Notice of Annual General Meeting

Group Revenue
(£m)
90
60
30
0
3.4
2002
6.7
2003
11.1
2004
19.4
2005
£138.5m
43.5
2006
69.7
2007
80.5 83.8
2008
2009
Financial
highlights
XX
Turnover (billings)
(2008: £137.3 million)
£83.8m Revenue
(2008: £80.5 million)
£15.6m Headline1 PBIT 1
(2008: £15.2 million)
£12.3m
19%
Reported PBIT
(2008: £12.7 million)
Group Headline
PBIT margin
(2008: 19%)
1. Refer to Financial Glossary page 87 and note 4 to the financial statements
Group Headline PBIT
(£m)
18
12
6
0
0.2 1.1
2002
2003
2.3
2004
3.6
2005
8.0
2006
14.0
2007
15.2 15.6
2008
2009
+4% Revenue Growth
18.58p Headline DEPS1 +5% Headline PBT
(2008: 17.01 pence)
1 Growth
12.10p Reported DEPS
(2008: 8.64 pence)
Annual Report and Accounts 2009 1

Three core strengths working together
to make more things possible
Insight
Communications Health
Group
Overview
2 www.creston.com

Insight
Nick Sparrow
Head of Insight
This Division brings together two of the best agencies in market research,
ICM Research and Marketing Sciences, each with its own unique brand
position and core research skills. Our companies operate as distinct businesses
but share expertise in terms of data collection, data processing, analytics
and presentation to ensure all clients receive the very best service.
Communications
Richard Warren
and Chris Warren
Joint Heads of
Communications
Health
Ben Davies and
Catherine Warne
Joint Heads
of Health
This Division is comprised of agencies that provide a range of integrated
services including advertising, digital, direct, channel and community
marketing and PR.They represent some of the best-in-class agencies in
their respective sectors and collectively, are able to offer a more ‘joined up’
approach to clients’ campaign planning and implementation.
This Division is ‘a family of health communication experts’ offering the
‘best of both worlds’. Each company is a highly successful brand in its
own right, with its own identity and commitment to providing their clients
with quality and specialist expertise.The Division also offers both value
and resource to clients when they require a bespoke range of integrated
communications services.
This new structure is effective from 1 April 2009, see page 8.
Annual Report and Accounts 2009 3

4 www.creston.com

Delivering dynamic work to over
600 clients
Annual Report and Accounts 2009 5

Don Elgie
Chief Executive
Officer
Chairman and
Chief Executive’s
Statement
6 www.creston.com
David Marshall
Non-Executive
Chairman

Since its inception as an insight and communications group in 2001,
Creston plc has had eight years of uninterrupted growth. In the year
to March 2009, our revenue grew 4 per cent and our Headline PBT by
5 per cent – ahead of market expectations. In the current economic
climate, we believe that is no small achievement.
Our Headline diluted earnings per share (DEPS) increased by 9 per cent,
whilst the Reported DEPS increased by 40 per cent.We are pleased that
our Headline Profit Before Interest and Tax (PBIT) margin of 19 per cent
is one of the highest amongst listed marketing services groups.
Managing our business
These excellent results have been achieved by concentrating on organic
growth – we have focused on winning new business and on integrating
the companies in the Group more closely than ever so that we can
capitalise on the synergies between them.
At a time when many agencies are preoccupied with retaining clients,
our net new business revenue was much higher than it was in the 2008
financial year: £15 million compared to £9 million. Across the Group we
have had outstanding pitch-to-win ratios, especially from TMW, our digital
and direct marketing agency, which has won over half of all the pitches it
has been involved in, and DLKW, which has won more than two thirds
of its pitches.We have also been winning substantial accounts: for example,
our local marketing communications company, EMO, won the Jaguar,
Land Rover and Toyota accounts this year, as well as the local marketing
communications for the Government Central Office of Information
‘Smokefree’ campaign.
We have achieved this through a combination of groundbreaking
consumer insight, strategies that link the services we provide to clear
business results, outstanding creative work and – vitally at this time –
cost-effective solutions to meet our clients’ needs.
We can only do this if our agencies, whatever their specialisation, continue
to work closely together.We generated an estimated £2 million of
additional revenue for the Group in the year through synergy referrals.
For instance, in December 2008, PAN Advertising and DLKW announced
a successful first collaboration in winning the creative pitch for Flibanserin
from manufacturer Boehringer Ingelheim.The agencies combined forces
as part of a bespoke Creston Health team, designed to deliver expertise
in healthcare communication together with leading consumer insight,
strategy and creative.
Our formula for success
Helping clients grow their brands in a rapidly-changing consumer world
Growth
Sharing
knowledge
Putting digital at the heart of our business
Creston has committed to digital communications being at the heart
of its offering. Digital is the fastest growing part of our business and it
represented 28 per cent of Group revenues in 2009 (2008: 19 per cent).
While other groups claim the same expertise, we believe the way we treat
these vitally important channels gives Creston a fundamental advantage.
Traditionally, the agency model has pushed clients to choose the channel
first and the agency second, so by the time they contact the agency, budgets
for research, advertising, PR or direct marketing have already been allocated.
Even when the agencies were in the same group, they tended to act
independently of each other, even competing for the same budget.
As an industry we have been here before. In the early days of television,
the industry responded by supplementing generalist advertising agencies
with television advertising agencies, before realising the obvious: they
were doing the same job.
The speed with which the digital space is evolving and the way in which
our customers and prospects are integrating digital communications
into their lives, is fundamentally changing the rules for both clients and
agencies. Clients who are prepared to be flexible and adapt to these
changes can gain real advantages both in the returns they get from
their communications budget and in developing new and exciting insights
into the behaviour of these customers and prospects. However, to achieve
this they require advanced digital skills combined with the disciplines,
approaches and experiences of the more traditional agencies. Only this
approach really allows digital to take its appropriate place in the total
communication mix, rather than operating as an add-on across multiple
campaign strategies and ideas.
To ensure we approach digital as a combined group we created the Digital
Forum that spans all Creston companies.The Digital Forum involves senior
representatives from each agency sharing digital experiences, developing
joint initiatives and client responses and importantly, developing additional
specialist digital services, such as search optimisation and mobile marketing,
which can then be taken up across the Group by agencies and clients.
For example, in March 2009, the Forum launched a social media campaign
planning service, to help brands engage more effectively with consumers
in the social media space.The offer is supported by the collective
experience and knowledge of Creston’s digital practitioners, and recent
Omnibus research carried out by ICM Research.The strategic framework
has already been adopted by a number of Creston clients, with campaigns
for PayPal and Unilever’s Lynx launching imminently.
Innovative
approach
Specialist
expertise
Annual Report and Accounts 2009 7

Our Group structure
The next steps
Marketing and communications are undergoing radical changes and the
financial pressures of the current recession have accelerated this process.
While no one wishes for a difficult market, we are confident that the
speed with which we can effect change continues to validate our longterm
strategy which has been consistent since day one: we are an insight
and communications group for the 21st century.
To do this we have to excel in three areas. Firstly, and most importantly,
we have to show creative excellence across a range of digital platforms,
and make them an integral part of our offering. Secondly, we have to
create a truly integrated group that eliminates duplication of effort, so that
the client receives the best advice and achieves the best results no matter
what the medium. Finally, we have to create an efficient structure which
allows all our companies to flourish, while preserving financial and
operational accountability.
Chairman and
Chief Executive’s
Statement
continued
8 www.creston.com
Insight
ICM MSL CML
PLC Board
Executive Board
Communications Health
DLKW NBC EMO TRA TMW PAN RDC
Digital
HR
Procurement/IT
Finance
Working closer together
Having grown by the successful acquisition of best-in-class marketing
services companies, we are in the enviable position of having a portfolio
of successful companies that represent some of the best thinking in their
respective specialisms.We are proud of the people who have built these
businesses but their ability and insight is many times more valuable when
it is shared across the Group.That is why we have organised our portfolio
of agencies into three divisions – Insight, Communications and Health,
effective from 1 April 2009.
This allows us to truly offer a full service, not just the elements of it.
Looking forward, we have prioritised three areas in which we can
push forward the process for integration:
•creating centres of excellence;
•developing and sharing best practices; and
•cutting out duplication.
The work in these areas is already under way, as we create a culture
of shared services across the Group in our new divisional structure.

Improving our structure
We have been working hard to accelerate the synergies across the Group
and have reshaped the operational structure to bring more focus to the
process.The Partners’ Board has been replaced with an Executive Board,
which reports to the Creston plc Board and comprises Barrie Brien, the
Chief Operating and Financial Officer, Nick Sparrow, the Head of the
Insight Division, Chris Warren and Richard Warren, the Joint Heads of the
Communications Division and Catherine Warne and Ben Davies, the Joint
Heads of the Health Division.The Executive Board is chaired by Don Elgie,
the Group Chief Executive Officer.
The new Heads of the Insight, Communications and Health Divisions are
responsible for their divisions’ financial performance.The new structure will
retain the entrepreneurial spirit that has driven our growth to date, and
has been combined with an incentive scheme to reward working more
closely across the Group. Senior staff are rewarded for the performance
of their company, division and of the Creston Group as a whole.
Our companies can now draw on a portfolio of shared services to create
a lean structure that is well placed to grow. Most importantly, our digital
expertise is shared across the Group, but we also intend to share backoffice
functions: human resources, procurement, IT and finance as Group
functions. In this way we can retain our distinctiveness and individuality
in client-facing activities, while sharing the important supporting activities.
How we grow
To be a credible insight and communications group for the 21st century,
we have concentrated on acquiring best-in-class assets to bring that
positioning alive.While we remain open to ‘in-fill’ acquisitions in the UK
within the confines of affordability, this is not currently our priority. Our
streamlined structure and adoption of best practices across the Group
will integrate our assets more fully.
We are proud of our growth, but our £138 million turnover still represents
a small fraction of what is estimated to be a £25 billion market in the UK
alone.We are growing market share against traditional advertising, research
and marketing groups, particularly through our approach to digital and
on-line activity.
We recognise that to continue to grow organically we need to expand
internationally. Already 21 per cent of our revenues (2008: 17 per cent)
come from international business.This is either ‘virtual’ – handled from
our existing offices – or serviced through a network of affiliates. An
example is our Nissan account, which now covers 27 countries – all
handled from the UK.
Dividend
In the year, the Group has achieved robust growth in earnings and
cash flow. Despite this, the Board believes it needs to take account of
the UK economic outlook, shareholders’ general sentiment to reduce
the Company’s gearing levels and the continued need to invest in the
digital offer.The Board therefore feels it is both prudent and appropriate
to reduce the annual dividend for this financial year and recommends
no final dividend (2008: 1.80 pence per share), giving a total dividend of
0.73 pence per share in respect of the financial year to 31 March 2009
(2008: 2.77 pence per share).
Our employees
We are nothing without the talent, dedication and hard work of all
our employees. As we continue to drive change and create a new type
of insight and communications group, we rely on their ambition and
dedication to our clients to make that happen. Examples of our
employees’ achievements can be found on pages 10 to 15 and the
Board as a whole would like to thank each and every one for their
strong performance in the year to 31 March 2009.
Post year end Placing
On 7 July 2009, the Company announced the Placing of 5,576,100 new
Ordinary Shares at 60 pence per share to raise approximately £3.3 million
(gross) for the Company.The new Ordinary Shares represented
approximately 10 per cent of the Company’s issued share capital.The
Placing was fully subscribed to and dealings in the new shares commenced
on 10 July 2009. At the time of the announcement the Board commented
it was pleased to have made this limited capital raising with long-term
shareholders to enable it to bring forward its organic growth plans,
particularly in the areas of mobile, digital and healthcare marketing.
The year ahead
Creston has demonstrated that its business model is resilient after
eight consecutive years of growth since its launch in 2001 as a marketing
services group. Our business has shown strength in even the most difficult
of economic conditions.We believe our new divisional structure, together
with our proven expertise in the digital environment, will continue to
serve us well in the coming year when the world’s economies begin
to climb out of recession.
Don Elgie David Marshall
Chief Executive Officer Non-Executive Chairman
Annual Report and Accounts 2009 9

10
Sharing

knowledge
Shifting paradigms
SME Immersion Project
ICM Research for Vodafone UK Enterprise Business Unit
The success of the Vodafone SME Immersion
Project and the energy for change that it
created relied upon ICM’s collaborative
methodology and shared ownership approach.
The project has had a direct impact onVodafone’s approach to the SME sector.
It prompted a wholesale review of their ‘channels-to-market’ strategy.The results
have been incorporated into sales, product, service and communications planning
insideVodafone and amongst external agencies. Significantly, it remains a source of
‘living’ insight that can be recreated through any of the range of research outputs.
Winner of the MRS/BIG B2B Award 2008.
See overleaf for
more case studies
11

Expanding horizons
‘Foodscapes’
Tullo Marshall Warren for Sainsbury’s
TMW tempted Sainsbury’s customers to ‘try
something new’ from their SO Organic range.
As part of their customer relationship marketing programme,TMW brought
together expertise from across its insight, publishing and activation divisions to
promote the SO Organic range to both current and lapsed customers.A range
of media were used including mailings with personalised coupon messaging,
online banners and in-store point-of-sale, even down to carrier bags.The engaging
creative treatment of landscapes crafted entirely from organic food helped to
drive reappraisal and trial.

Brand new thinking
Global Brand Tracking
ICM Research for Aviva
UK’s largest insurance provider has globally
unified its brand name to Aviva, which sparked
criticism, interest and anticipation from the
industry; ICM has been advising them
throughout the name change journey.
Aviva is unifying its brand identity in 28 countries. ICM has worked as a strategic
partner to Aviva, advising them throughout the name change journey; from
optimising the high-profile advertising, to setting brand targets and monitoring
the brand performance across the globe. John Kitson, Sales & Marketing Director
for Aviva UK’s general insurance business commented,“We have created the
slickest rebrand in corporate history”. ICM will continue to track the success
of the brand on a global basis.

12
Innovative

approach
Cold calling
Quaker Oats Granola Launch
The Real Adventure for PepsiCo
The Real Adventure’s door-drop campaign
proved irresistible to Britain’s households,
driving a 35% sales uplift and winning the
Diamond Award at the Grocer’s GRAMIAS
in 2008.
As well as launching a new range of cold oat-based cereals from Quaker with no
significant above-the-line support,The Real Adventure were tasked with changing
perceptions of the Quaker brand, traditionally famous for hot porridge. Profiling
identified households with the highest potential value that they could door drop.
The ice-cold milk bottle timed perfectly to land on doormats in the morning
immediately signalled a cold Quaker product and promoted an irresistible
taste promise.
See overleaf for
more case studies
13

Digitally driven
European Launch
Tullo Marshall Warren for Infiniti Europe
Using only online channels, TMW launched
Nissan’s luxury car brand, Infiniti, across
23 European markets.
To demonstrate the range of models available, the campaign features five
computer generated imagery films, together with a ‘visualiser’ tool that allows
the user to customise the car on-screen. Other elements of the campaign
include online advertising and email marketing, including newsletters and
customer acquisition activity.

A breath of fresh air
NHS Smokefree
EMO for the Department of Health
EMO became the first nationally-recruited
agency responsible for the local delivery
of targeted NHS ‘Smokefree’ marketing
communications.
‘Quit’ prospects are generated for local NHS Stop Smoking Services through
EMO’s proprietary geo-demographic data analysis and heat mapping process that
locates high priority smoker groups, who then receive up-weights of the national
‘Get Off Cigarettes’ campaign adapted by EMO to facilitate response tracking.

Specialist
14

expertise
Smiles all round
Corsodyl
Red Door Communications for GlaxoSmithKline
Red Door’s ‘Love Your Gums!’ PR campaign
for Corsodyl Daily Defence helped it become
GSK’s fastest-growing consumer health brand
in 2008.
The ‘LoveYour Gums!’ campaign not only generated widespread understanding
of gum disease, but also successfully launched Corsodyl Daily Defence into the
mouthwash market. Corsodyl’s first PR campaign since its launch over 30 years
ago helped it become GSK’s fastest-growing consumer health brand in 2008.
See overleaf for
more case studies
15

Going beyond borders
Avamys
PAN Advertising for GlaxoSmithKline
PAN’s eye-catching campaign launched
Avamys, a new nasal spray from GSK that
helps relieve the symptoms of allergic rhinitis,
to healthcare professionals around the world.
Evocative visual imagery was created to portray this ‘new world’ of relief
universally across all nationalities, languages and cultures.A global concept kit
containing all core branding elements and campaign materials was supplied to
each country affiliate to ensure cost-efficient and consistent implementation in
each market.Avamys met its sales and growth targets in its launch year, and in
2009 performance is ahead of target.

Firing on all cylinders
Stroke Awareness
Delaney Lund Knox Warren for the Department of Health
“When stroke strikes act F.A.S.T.” – a hard
hitting campaign from DLKW that’s saving lives.
Stroke is the third biggest killer in the UK. DLKW’s public awareness campaign
warns of the need to act F.A.S.T. if you spot a person suffering a stroke, a technique
currently used and endorsed by paramedics.The urgency of the medical condition
is conveyed through the striking visual metaphor of a stroke spreading like fire in
the brain.To date, there have been 16 published cases of people explicitly saying
how this campaign has enabled them to spot the signs of stroke, ring 999 and
save someone from a worse fate.

Working together to make more things possible
In an age where the internet seems to be taking over the world, we believe
that identifying the right blend of marketing skills is required to connect
brands to consumers in a meaningful and memorable way.There is just
too much at stake to allow silo interests to inhibit or prevent the effort
towards achieving stronger offerings and effective synergistic marketing
strategies and programmes.
So how are we empowering our businesses and employees to continue to
deliver what clients want in an industry that is in the throes of tremendous
change? How, as a Group, are we breaking down the silos to build better
marketing campaigns?
Greater focus on the management of the
Group’s knowledge
Sharing business-critical knowledge and expertise is a core benefit of
belonging to a group and a key driver of growth. By focusing on the
management of knowledge as an asset, and on the development and
cultivation of the channels through which this knowledge flows, Creston
aims to provide its companies and their clients with highly valued insight
and intelligence within a framework that protects client confidentiality
and intellectual property.
After a year of development and trial,TMW has launched the ‘Knowledge
Centre’, a knowledge management tool that allows its employees to access
the accumulated knowledge of the agency, knowledge that is often acquired
through intense research and painstaking analysis.This year, the model and
technology will be rolled out to all Group companies beginning with those
in our Communications Division, at minimal cost.
Thought leadership a vital driver of business success
As well as leading the debate, our companies are actively working together
through our ‘centres of excellence’ and forums to drive the development
of new thinking, products and services.
For instance, tmwdigitalhealth, a strategic alliance between our healthcare
agencies, PAN Advertising, Red Door Communications, and our digital
relationship marketing agency,TMW, launched late last year to service
the growing need in healthcare for innovative digital solutions. Following
Our
Synergies
16 www.creston.com
a thorough tender process, tmwdigitalhealth was appointed to the
GSK roster in March and is currently in talks with a number of other
major companies in the Pharmaceutical sector.
Further, looking across the Group, we will be seeking to consolidate and
leverage our market expertise and competencies in a number of industry
sectors: retail, social and political, automotive, technology and financial services.
Informing and inspiring our employees
At a basic level, we continue to educate our Group companies about each
other, what they do and who for, and how they can help each other.
Our quarterly newsletter, CQ, was launched in the spring of this year.
Conveying Creston’s vision and values, and promoting the outstanding
achievements of our Group companies and the individuals within them, it
aims to build greater awareness of our agency brands, people, products
and services.
Further, our new website, www.creston.com, went live in June.Whilst
addressing the needs of a number of audiences (investors, clients,
journalists), our employees needs were paramount in the planning process.
The website for them is both a source of information and inspiration. Of
course, the financial performance of the Group is important and, like all
stakeholders, they want timely notification of the Company’s published
reports and press releases. But they are also using the site to learn about,
and keep up-to-date with Creston, its thoughts and services. Here they
can find examples of the Group’s strategic and creative excellence.
This year we also adopted Twitter as another channel to communicate
Group information and build brand loyalty. Employees and shareholders
are encouraged to follow us at www.twitter.com/Creston_Group.
In summary
Our companies draw upon the collective knowledge, expertise and services
from across the Group, so that their clients receive the best advice and
achieve the best results no matter what the medium. By working together,
whether on research or as full-scale partners, our companies continuously
share and innovate to make more things possible for their clients and people.

Insightful communications has been at the heart of Creston’s client offer
since inception. Eight years later, in a media world that is changing faster
than ever, there could not be a stronger tenet as a foundation of the
Group to meet a client’s need for effective and accountable work
delivered in an efficient manner.
Our challenge today is to ensure that our divisions and companies continue
to work closer together than ever before to share their specialist skills,
knowledge and expertise to innovate in what they do and how they do
it. Innovative communication plus keeping our client offer ahead of
market changes is fundamental to our clients’ success in growing their
market share in these digitally dynamic times.
So how do our divisions view their market place and its future and how
are they reacting to it?
Insight
So far, the research industry has weathered the economic downturn
well. In 2008, revenues for the UK market research industry as a whole
grew by 6 per cent, up from 2.3 per cent in 2007, according to the Market
Research Society’s annual survey. In its initial report, the MRS says that, as in
previous downturns, the industry is showing itself to be ‘relatively resilient’.
Nevertheless, UK market conditions are challenging. Online fieldwork
continues to grab a larger share of the data collection market, although
there are signs that the pace of change to online may be slowing as
researchers recognise that some projects are best done by the more
traditional data collection methods. Creston Insight companies have large
well established face-to-face and telephone data collection functions and
a market-leading position in quality online research and are therefore
ideally placed to offer the most appropriate survey methods.
The downturn is likely to have its effect on the research industry; smaller
companies will struggle to match the technical capabilities and economies
of scale of the larger data collection specialists, of which Creston Insight
is one.We expect to see an acceleration of the trend by some smaller
agencies and research consultancies to abandon data collection altogether
and buy those services from larger, well established data collection and
computer analysis specialists. Creston’s data collection companies are
well placed to capitalise on this trend.
While research budgets have not been cut significantly in the downturn,
it is apparent that clients are assiduous in ensuring that they get value for
money out of their research spend and that the data collected is squeezed
for all actionable insights.This in turn means that we have needed to invest
in advanced analytics, in new research methods and in more engaging and
illuminating presentations of key findings.
It is increasingly apparent to us that the industry as a whole has barely begun
to exploit the full potential of online. So far, online research providers have
concentrated almost exclusively on doing conventional research via the
internet, claiming to be able to provide the same type of data at lower prices.
They have largely ignored the potential of internet-based research to gather
better quality information from respondents using innovative question
methods (see www.newvistaresearch.co.uk). More fundamentally, online
research offers the opportunity for researchers to participate in an ongoing
dialogue with consumers. For the first time researchers can contemplate
moving away from the requirement to frame conversations with consumers
within the confines of a rigid questionnaire that also force respondents to
choose between predetermined answers, and allow consumers much more
freedom to choose what they want to tell producers and service providers.
In short, we expect the emphasis to shift somewhat from ‘asking’ to ‘listening’.
Creston Insight is presently developing the necessary research techniques.
We expect growing demand from government and commercial clients
for information on what existing and potential clients and customers want.
Irrespective of short-term economic conditions Creston Insight intends to
position its Insight brands ahead of the pack in terms of providing the best
and most actionable insights.
Creston Insight continues to exploit the potential
of internet-based research to gather better quality
information using innovative question methods
Market
Overview
newvista research grew
16%
Annual Report and Accounts 2009 17

Communications
Marketing communications has never been more varied and exciting for all
involved. Even a few short years back, a marketing budget could be reasonably
split across the main disciplines – the bulk to TV, radio and press; some to
PR; an increasing amount to the new, accountable direct marketing; a little
to sales promotion and an exhibition or two thrown in for the trade. Each
discipline had its own practitioners who stayed, mainly, in their own boxes.
Marketing directors knew roughly how to apportion the budget.
Digital channels fuel new rules of engagement
The phenomenal growth of digital has thrown the old order into a spin.
Over the last 10 years, digital has changed the way we all engage with
brands and, ultimately, the way we buy things.The power has shifted from
the brand owner to the consumer who can now compare and contrast
products and services online on the basis of instantly available and trusted
advice, usually from sources other than the brand itself. As brand owners,
we still have the power to engage and perhaps to influence, but only at
the time and place of the consumers’ choosing.
Making the most of the new marketing mix
This has driven a much more fragmented media landscape, and in today’s
communications mix there is healthy overlap between agency disciplines.
Advertising agencies need to present the brand across the broad spectrum
of channels, and that includes the digital ones. Digital and direct agencies
need to produce engaging and creative work within the framework of a
carefully thought-through strategic approach. Brand reputations are
increasingly made online, and PR agencies need to work and engage
in the new social media.
The new media fragmentation has also spawned specialist disciplines in
community marketing, experiential and search. As ever, the brands that
can co-ordinate a cohesive strategy that draws on all relevant specialisms
will gain the most traction with its audience, and this is the real challenge
for today’s marketing director or, indeed, agency group.
The Creston advantage
As a collection of Creston agencies, we work as practitioners across all
these fields and we celebrate the merging of disciplines that could lead to
turf wars and disharmony in the larger, less integrated groups and indeed
between non-aligned practitioners working for the same client.
Our agencies are learning from each other through a number of Centres
of Excellence that have been created across the Communications Division,
and actively collaborating in Forums at an operational level. Digital is just
one thread that impacts each of our businesses, and SEO, mobile, social
media and eCRM are all distinctive subject areas that are nurtured across
the Division for the benefit of all.
Above all, the ability to blend skills and disciplines from different
agencies working together makes a compelling proposition in today’s
communications mix.
As the media landscape continues to change, a
blend of marketing skills is increasingly required
Market Overview
continued
18 www.creston.com

Health
The business environment continues to be a challenge for the UK
pharmaceutical industry with widespread reports of diminishing pipelines,
comprehensive job cuts and cost containment.
The Pharmaceutical Price Regulation Scheme (PPRS) brought a 3.9 per
cent cut in the cost of drugs sold to the NHS from February 2009, and a
further cut of 1.9 per cent from January 2010, paving the way for the
introduction of generic (or non-branded) products.
While this may all sound rather bleak, for well-established, soundly structured
and thought-leading agencies the outlook is positive.The upside of the PPRS
agreement is that patients will have faster access to new medicines and
flexible pricing arrangements will enable drug companies to change the
price to the NHS based on effectiveness.
Some recent U-turns by the National Institute for Clinical Excellence (NICE)
on patient access to certain (predominantly end-of-life) treatments, and new
rulings on top-up payments will increase patient access to life-saving and
quality-of-life-enhancing medication.
The environment has also changed in terms of how patients access information
on their health, with wide use of the internet and social networking sites as
a source of information review.This means the pharmaceutical industry is
rapidly having to get to grips with social and digital evolution in an ever
more stringently regulated environment.
International outlook
The global healthcare market continues to be a dynamic environment,
filled with both challenge and opportunity.While the US has traditionally
dominated the global market (60 per cent of the market in 2004) and
is still number one, in 2008 it accounted for only a 34 per cent share.
Estimates for 2009 put the seven largest markets (US, Germany, France,
UK, Spain, Italy and Canada) at 50 per cent of the total healthcare market.
Seven emerging markets (Brazil, China, India, Mexico, Russia, South Korea
and Turkey) will account for 25 per cent of the total healthcare market.
An ageing population in the US, Europe and the Asia Pacific region will
increase demand on government-funded healthcare programmes which
seek to reduce healthcare costs further.
With the various challenges and changes to the prescription drug
landscape, many companies are focusing on the lucrative orphan and
niche drug categories.These highly specialised product areas have
become a new focus in the last few years, a trend that is predicted
to continue both domestically and globally.
The future agency landscape
Pharmaceutical marketing has to evolve and adapt to the dramatically
changing commercial environment in order to maximise the return on
investment from their more limited pipelines in an increasingly tough
regulatory and economic environment. Increasingly, clients are looking to
engage with agencies that can offer a cost-effective yet strategically consistent
solution through integration across all disciplines within the mix. In addition,
the move towards core global communications that are adapted for use
throughout the world offers great opportunities within the global offices
of European Pharma companies for English-speaking agencies.
Integrated expertise
Creston Health is a family of healthcare communications experts that
brings together two of the best known and most established agencies
in healthcare, PAN Advertising and Red Door Communications, along
with specialists in medical education, in the form of newly created ROCK
Medical Communications, and digital marketing through tmwdigitalhealth.
Creston Health companies also draw upon the knowledge, expertise and
best-in-class services from its other sister agencies in the Group’s Insight
and Communications Divisions.
Creston Health offers clients the ‘best of both worlds’. Each company is a
highly successful brand in its own right, with its own identity and commitment
to providing their clients with quality and specialist expertise.These
companies join together where appropriate to meet a client’s needs and,
under the guidance of one central strategic point of contact, are able to
supply a first-class bespoke integrated solution designed to add value at
every point of the relationship.
Importantly, through their growing International networks Indigenus and
The Health Collective, the Creston Health companies are increasingly
bringing innovation and leading-edge thinking to clients’ brands and
organisations on the global stage as well as in the UK.
Annual Report and Accounts 2009 19

Insight
Financial Highlights
Revenue
£16.7m
(2008: £17.9m)
Operating Companies
Operating
Review
20 www.creston.com
Headline PBIT
£4.5m
(2008: £5.3m)
Reported PBIT
£4.3m
(2008: £5.2m)
Operational Highlights
– newvista research revenue growth of 16%
– Launch of NewVista PULSE
– Integration of sensory research
Nick Sparrow
Head of Insight

Insight
Insight performs a complete range of market research services on behalf of
its clients, through both qualitative and quantitative means using the mediums
of face-to-face, telephone and online techniques.The Division comprises
businessvista research, CML Research (CML), Fieldworkuk.com, ICM
Direct, ICM Research, Marketing Sciences (MSL) and newvista research.
Robust performance
The Insight Division accounts for 20 per cent of Group revenue (2008: 22
per cent) and 24 per cent of Group Headline PBIT (2008: 29 per cent).The
Division has contributed revenue of £16.7 million (2008: £17.9 million) and
Headline PBIT of £4.5 million (2008: £5.3 million). On a Reported basis, PBIT
is £4.3 million (2008: £5.2 million).The Headline PBIT margin remains above
industry norms at 27 per cent (2008: 30 per cent).
As previously reported, the robust underlying performance from MSL
and ICM has been offset by the underperformance of the Division’s niche
offerings from the subsidiaries CML and MSTS.Those two agencies operate
in the qualitative and sensory/concept testing research sectors respectively,
both of which are very short-term project-based businesses with no longterm
tracking studies.These companies therefore often have little visibility
of future business and due to their size, they do not have the critical mass
to absorb client churn and budget cuts. Consequently, we have discontinued
MSTS and transferred its sensory and concept testing function to MSL.The
closure of MSTS has resulted in £78,000 (included within restructuring
costs; see note 4 to the financial statements) of non-recurring costs.
Online innovation
newvista research (including businessvista research) has seen revenue
increase 16 per cent year-on-year and online research now accounts for
26 per cent of the Insight Division’s revenue.
Insight Revenue
by Industry Sector
2%
2%
3%
5%
9%
11%
13%
11%
18%
11%
15%
– Telecommunications
– Research
– Financial Services
– Consumer & Packaged Goods
– Public Sector/Non Profit
– Retail – Food & Beverages
– Pharmaceuticals & Medical Products
– Media & Entertainment
– Technology
– Retail – Consumer Products
– Other
The Group continued its investment in online research.The introduction
of random online sampling technology allows clients access to a pool of
respondents far in excess of the core 120,000 strong panel. In February
2009, NewVista PULSE was launched – this is a revolutionary data
collection tool using mobile (SMS and WAP) technology.The engagement
of this panel allows the Group to turn-around questionnaires within four
hours, effectively allowing clients the opportunity for insight on demand.
Integrated Research
The integration of the Insight Division continues as further operational
efficiencies are exploited. Sensory research has been integrated into MSL,
having been previously serviced by the separate research company, MSTS.
This has reduced the resource base whilst allowing MSL the opportunity
to cross-sell their existing offering to the sensory clients. Online data
collection is centralised within ICM Direct and face-to-face within
FieldworkUK. Each research company has access to a centralised pool
of recruiters and researchers as well as guidance of best practice.
Continuing to grow the client base
The Insight Division won a number of impressive new assignments during
the year from clients including Aviva, British Gas, the Central Office of
Information (COI), EDF Energy, HMRC and Reckitt Benckiser.These wins
add to a client base which spans a wide range of industry sectors and
which is represented by a host of resilient blue chip clients including Aviva,
BT, Coca Cola, COI, Danone, Kimberly Clark, Heinz, Nokia, NOP, Novartis,
Nutricia, O2, Orange, Solvay,Tesco and Vodafone.
Insight Revenue
(£m)
18
12
6
0
5.7
2005
6.3
2006
15.4
2007
17.9
2008
16.7
2009
Insight Headline
PBIT
(£m)
6
4
2
0
1.6
2005
1.9
2006
5.0
2007
5.3
2008
4.5
2009
Annual Report and Accounts 2009 21

Communications
Financial Highlights
Revenue increased to
£67.1m
(2008: £62.6m)
Operating Companies
Operating Review
continued
22 www.creston.com
Headline PBIT
increased to
£14.3m
(2008: £13.1m)
Reported PBIT
increased to
£12.0m
(2008: £11.7m)
Operational Highlights
– Like-for-like revenue growth of 7%
– Launch of Creston Health
Richard Warren and Chris Warren
Joint Heads of Communications
– Launch of Rock Medical Communications
(a health education consultancy)
– Launch of tmwdigitalhealth
– Digital Revenue growth of 77% to £19.3m

Communications
The Communications Division offers clients an integrated approach to their
marketing and communication strategy, offering a range of services which
include integrated advertising, brand strategy, channel marketing, relationship
marketing (CRM), digital marketing, direct marketing, promotional marketing
and public relations.The Division comprises Colombus Communications,
DLKW, EMO, NBC, PAN, Red Door Communications, Rock Medical
Communications,The Composing Room,The Real Adventure,
tmwdigitalhealth andTullo Marshall Warren (TMW).
Impressive Growth
The Communications Division, which accounts for 80 per cent of Group
revenue (2008: 78 per cent) and 76 per cent of Headline PBIT (2008: 71
per cent), has delivered another year of growth with revenue increasing
by 7 per cent to £67.1 million (2008: £62.6 million) and Headline PBIT
increasing by 9 per cent to £14.3 million (2008: £13.1 million). Reported
PBIT increased by 3 per cent to £12.0 million (2008: £11.7 million).
This growth was generated firstly, through our ability to meet the continued
client demand for digital and online marketing solutions; and secondly, by a
track record of organic growth from many of our existing portfolio of blue
chip clients, in addition to winning substantial new clients especially during
the first half-year.
The key performance measures remain in the upper quartile for the industry
averages. Revenue per head increased by 3 per cent to £89,100 (2008
restated: £86,300), whilst Headline PBIT per head increased by 5 per cent
to £18,900 (2008 restated: £18,000).The Headline PBIT margin remains
high at 21 per cent (2008: 21 per cent).The 2008 per head KPIs have
been restated to include freelance/non-permanent resource.
Creston – the Digital Group
As outlined in the Market Overview on pages 17 to 19, digital
communications, and the seamless integration of digital with traditional
communications techniques is crucial to maintaining market relevance in
the current, evolving, market.The Group has kept pace with this evolution
with digital revenue growing 77 per cent during the year and now
representing 29 per cent of all Communications revenue.
A growing proportion of communications projects are integrated – TMW
alone estimate that over 65 per cent of their revenue is now derived from
digital activity.
Communications Revenue
by Industry Sector
5%
4%
4%
5%
8%
2%
3%
8%
4%
10%
23%
12%
12%
– Automotive
– Consumer & Packaged Goods
– Pharmaceuticals &
Medical Products
– Financial Services
– Retail – Consumer Products
– Retail – Food & Beverages
– Technology
– Public Sector/Non Profit
– Telecommunications
– Media & Entertainment
– Travel & Transport
– Engineering & Construction
– Other
We believe the next area of rapid growth will be in mobile marketing.
To date, progress has been inhibited by the lack of screen size but with
the latest iPhone generation this issue goes away.We further believe that
the mobile phone could become THE interactive tool for users, usurping
conventional access to the internet.To capitalise on this, we are investing
in a senior mobile marketing specialist to help us grow in this exciting area.
EMO, our community marketing agency, has continued to win further auto
business such as Toyota, Jaguar and Land Rover. EMO is now recognised as
providing the most advanced online dealer marketing in the UK.These
same local marketing skills are now also being applied on behalf of the UK
Government with the ‘Quit Smoking’ campaign being driven down into
local NHS Hospital catchment areas.
The Digital Forum continues to foster best practice across the Group
whilst maximising effectiveness and efficiency of delivery.
Health
The Group’s diversified health offering evolved during the year with the
launch of Rock Medical Communications who specialise in the development
of medical education programmes and collateral.
tmwdigitalhealth was launched having identified a need to provide digital
communications solutions within the pharmaceuticals industry. By combining
TMW’s market-leading digital and CRM expertise with PAN and RDC’s
health experience, tmwdigitalhealth is able to fill this void and complete
the Group’s health offering.
Excellent new business wins boost portfolio
The Communications Division has enjoyed a strong new business record
with a number of client wins which include BMI Healthcare, Central Office
of Information (community anti-smoking), First Direct, General Motors
(Insignia), GSK, the Health Lottery, House of Fraser, Invesco Perpetual,
Jaguar, Land Rover, Marie Curie, Pfizer, Sainsbury’s Business Direct, Spicers,
Takeda,Toyota, the trainline.com,Trinity Mirror, Unilever (Liptons, Lynx, PG
Tips and Knorr) and Xchanging.
These wins add to the existing blue chip client base which includes Burger
King, Canon, COI, Diageo, General Motors Europe, GSK, Homeform, Lexus,
Lloyds Banking Group (HBOS and Lloyds Blackhorse), Morrisons, Nissan,
Nutricia, PepsiCo, Royal Mail, Sainsbury’s,T-Mobile,Toshiba, Unilever and
WH Smith.
Communications
Revenue
(£m)
75
50
25
0
13.7
2005
37.2
2006
54.3
2007
62.6
2008
67.1
2009
Communications
Headline PBIT
(£m)
15
10
5
0
3.8
2005
9.0
2006
12.0
2007
13.1
2008
14.3
2009
Annual Report and Accounts 2009 23

Creston and its operating companies are committed
to developing a culture of environmental and
social responsibility
Honesty, respect and responsibility are tenets which guide the collective
behaviours of our businesses.We believe we can provide good returns
to our shareholders while fulfilling our obligations to our employees,
their communities and the environment.
In practice, this means embedding environmentally and socially responsible
practice from the ground up, encouraging all stakeholders to take small,
achievable steps.
The work we do in the community
Our operating companies actively encourage their people to participate in
community projects and charity work. In addition, executives in both Creston
and its subsidiaries give their time to support charitable organisations as
Board members and advisors. Below are some examples.
• Creston COO & CFO Barrie Brien is a trustee of SkyWay, a grass roots
charity which enables disadvantaged young people in Hackney and other
London boroughs to achieve personal goals, realise their potential and
contribute positively to their community.
• Nelson Bostock Chairman Martin Bostock is a trustee of the Citizenship
Foundation, an independent education and participation charity that
exists to encourage and enable individuals to play an effective role in
democratic society.
• Delaney Lund Knox Warren has been involved in London BetterTogether
for the past two years and continues to support this campaign which
aims to help businesses make London a better place to do business.
• Tullo Marshall Warren undertakes pro bono work for c.a.l.m. (Campaign
Against Living Miserably) whose mission is to reduce suicide in young
men. Estimated value of this work is in excess of £50k per annum.
However, because it helps c.a.l.m. acquire new partners, raise funds and
support their campaign objectives, the benefit is many times that figure.
• The Real Adventure’s pro bono marketing campaigns for the Bath Royal
United Hospital has helped to raise the remainder of the £6 million
required to extend its new neo-natal unit.
In addition to pro bono work, Creston companies support local
communities through direct fundraising and donation. Over the past year,
the energy and effort of our people has raised thousands of pounds for a
host of charities, including Marie Curie Cancer Care, CAFOD, Children in
Need, Sight Savers International and the NSPCC.
The steps we take to reduce our impact
on the environment
We work in partnership with our people, clients and suppliers to reduce the
environmental impacts of our business. Across the Group we undertake
many initiatives to reduce our carbon footprint, including the following:
• Providing recycling bins, managing and disposing of all waste in a
responsible manner;
• Recycling all printer cartridges and encouraging our employees to print
only when necessary;
• Using energy-efficient lighting and electrical goods and replacing fridges
with CFC-free models;
• Placing ‘Please turn me off’ signage on lights, printers and computers;
switching heating and air conditioning off at night; and
• Promoting a ‘Cycle to Work’ scheme.
In addition,The Real Adventure was joint-first in the UK to qualify for
a new service by Royal Mail that offers discounted mailing costs for
companies complying with environmentally-friendly produced and
processed mail.
The Mick Costella Memorial Fund
On 19 December, Mick Costella,TMW’s Director of Strategy passed
away, aged 38. Mick’s passion and joy for everything he did in his life was
infectious.Therefore, in his memory, we have set up a fund to provide grants
to Group employees of up to £1,500 towards their self development.
Not resting on our laurels
Our commitment to our people, our community and our environment is
very important to us all, and our challenge for 2009 is to continue to build
on the good work that we’ve started and begin working towards achieving the
most appropriate environmental accreditations for our Group companies.
Corporate Social
Responsibility
24 www.creston.com

Our focus on HR
We are passionate about maintaining our culture of
‘a house of brands, rather than a branded house’
The Creston Group employs over 900 people and it is their collective
passion and creative talent that has brought us the success we have today.
To continue to build on this success, our HR strategy needs to support
our corporate vision to be the insight and communications group for the
21st century.The strategy is developed to ‘attract, develop and retain’
talented and dynamic individuals.
We are proud of our culture that is more intimate, informal and inclusive
than many other marketing groups.We work hard to ensure that the Creston
Group is an employer of choice and destination for people.A vital element
of attracting talent is to continue to build, communicate and protect the
exceptional brand values that have shaped each of our successful companies.
We are passionate about maintaining our culture of ‘a house of brands, rather
than a branded house’.
In our experience, people are more inspired when working in an engaging,
challenging environment that leverages and develops the collective talent
of the whole Group. Creating this environment is, in our view, a necessity.
We are in a dynamic fast-changing media environment and our clients
demand a flexible and adaptable approach to deliver groundbreaking
solutions.This Group culture of sharing and innovation will deliver growth
for our clients and therefore for us.
A key objective for this year is to focus on development and training across
the Group and develop leaders for our future.To provide best-in-class
executive development for senior management, we will be partnering
with business schools such asThe London Business School and Henley
Business School.We will also be launching the Creston Leadership MBA in
partnership with Henley Business School.These programmes will blend the
development of practical skills and expertise with theory and academic study.
They will focus on developing the management and leadership skills of our
senior managers with a specific emphasis on building capability in the fields
of business strategy, responsive people management, strategic marketing and
financial and accounting know-how.This will enable our people to understand
every aspect of business with confidence.
Our HR strategy
Attract Develop Retain
Creston is committed to ensuring the right talent is in place with the skills
needed to support the overall strategic needs of their business and to
meet their personal ambitions. A performance development system will
be deployed across the Group, which will ensure each individual understands
the part they play in achieving the strategic plans of the business.This will
identify the development and training needs to ensure future continued
professional development and internal career advancement.
The foundation for retaining our talent is creating the right culture and
providing best-in-class continuous development programmes.The next
step of retention in the HR strategy is recognition for both the individual
and the place where the individual works. Examples are: Red Door
Communications who first sought and gained Investor in People National
Standard accreditation in 2002 and has been further accredited twice,
each time at a higher level by enhancing their offering, resulting in critical
acclaim from the assessor; in 2008, Nelson Bostock entered the Sunday
Times Best Small Companies to Work for list at 33 and is now ranked
20; DLKW joined The Institute in Practitioners in Advertising Continuous
Professional Development scheme in 2007 and have since been awarded
the accreditation in both 2007 and 2008.These recognitions are in
addition to countless creative and effectiveness awards across the whole
Group for many of our clients, including Guinness, Halifax, Morrisons,
Quaker Oats, Sainsbury’s and Vodafone.
Our talent is the reason why our clients come to Creston. Development
of our people and the way we manage and lead our talent is critical for
the future success of our clients and of Creston.
Talented &
Dynamic
Individuals
Annual Report and Accounts 2009 25

Barrie Brien
Chief Operating and
Financial Officer
Delivering a solid year of growth during this economic
climate bears testament to the quality and reputation
of our companies and management teams
Financial
Review
26 www.creston.com

Financial Highlights
Despite a worsening UK economy for much of our financial year, the
performance of the Group has been positive. Our key financial priorities
during the year were to capitalise on the investments we made in our
client offer in 2008, maintain our industry-leading margins and continue
to reduce our debt and gearing levels.These have certainly been achieved
and we enter the new financial year with good momentum.
In the financial year to March 2009, revenue increased by 4 per cent
(2008: 8 per cent) to £83.8 million (2008: £80.5 million).This has been
achieved through organic growth from existing clients and strong new
business performance across the Group. Headline PBIT increased by
2 per cent to £15.6 million (2008: £15.2 million) and Headline Profit
before Taxation (PBT) increased by 5 per cent to £14.2 million (2008:
£13.5 million). Reported PBIT decreased by 3 per cent to £12.3 million
(2008: £12.7 million) and Reported PBT increased by 5 per cent to
£10.0 million (2008: £9.6 million).The difference between the respective
movements in Reported PBIT and PBT is generated by the year-on-year
volatility of the deemed remuneration and notional interest charges.
A reconciliation between the Group’s Headline and Reported results
is presented in note 4 to the financial statements.
Key Performance Indicators
The Group continues to manage its operational performance through a
number of key performance indicators (KPIs) and each of these remains in
the upper quartile compared to the industry averages. Revenue per head
increased by 1 per cent to £91,300 (2008 restated: £90,100); Headline
PBIT per head remained high at £17,000 (2008 restated: £17,100); the
Group achieved its third highest Headline PBIT margin at 18.6 per cent
(2008: 18.9 per cent); and Headline DEPS grew by 9 per cent to
18.58 pence (2008: 17.01 pence). Reported DEPS grew by 40 per cent
to 12.10 pence (2008: 8.64 pence).The 2008 per head KPIs have been
restated to include freelance/non-permanent resource.
Cash flow performance
Due to the declining UK economy and the increased risk of bad debt,
one of our financial priorities was to focus on our working capital balances
and cash management. In this respect our performance has been strong
with all companies managing their working capital in an efficient manner.
Furthermore, the Group exceeded management’s operating cash flow
projection, thereby reducing the net debt levels.
Group Revenue
(£m)
90
60
30
0
3.4
2002
6.7
2003
11.1
2004
19.4
2005
43.5
2006
69.7
2007
80.5 83.8
2008
XX
2009
In 2009, the Group delivered an increase in operating cash flow of 17 per
cent to £20.8 million (2008: £17.8 million).The cash conversion ratio of
Headline EBITDA to operating cash flow was 116 per cent (2008: 102 per
cent), which is above management’s long-term target of 95 per cent. Free
cash flow (defined as operating cash flow having deducted taxation, net
finance income/(cost), income from financial assets and capital expenditure)
per share increased by 39 per cent to 26.56 pence (2008: 19.06 pence).
The Group’s free cash flow of £14.5 million (2008: £10.6 million) plus the
revolving credit facility were used to settle consideration liabilities due
to DLKW (£13.9 million) and NBC (£1.4 million); bank repayments
(£0.6 million); and dividends to shareholders (£1.4 million).
Capital expenditure for 2009 was £1.4 million (2008: £1.9 million) with
the main categories of investment being in IT hardware and software plus
minimal leasehold improvements.
Group Revenue
by Discipline
5%
15
10
5
0
5%
5%
20%
Like-for-Like
Revenue Growth
(%)
14
2006
22%
5
2007
15%
8
2008
5%
23%
4
2009
– Insight
– Online Research
– Digital Communications
– Direct Marketing
– Health Marketing
– Health PR
– Public Relations
– Advertising
Annual Report and Accounts 2009 27

Group Headline PBIT
(£m)
18
12
6
0
0.2 1.1
2002
2003
The Group has grown revenue and profit,
maintained industry-leading margins and KPIs
and reduced total Headline debt by £8 million
Balance sheet, net debt and gearing
The balance sheet continued to strengthen during the year: total equity
rose by £5.0 million to £87.9 million, generated by the increase in
earnings; long-term liabilities reduced by £16.6 million; and working
capital decreased to £3.0 million (2008: £6.8 million).
At 31 March 2009, the Group had reported net debt of £18.6 million
(2008: £17.9 million), which represents a gearing level of 21 per cent
(2008: 22 per cent) to total equity. Including deferred consideration of
£22.3 million (2008: £29.5 million), the Group’s total debt reduced to
£40.9 million (2008: £47.4 million). On this basis the Group’s gearing
fell to 47 per cent (2008: 57 per cent).
The £0.8 million increase in net debt is due to the settlement in January
2009 of £13.9 million in respect of DLKW’s final acquisition consideration,
the majority of which was paid out of operating cash flow.The positive
operating cash flow has continued post period end and resulted in a
reduced net debt position of £13.7 million by 19 June 2009.
A primary objective of the Board is to continue to decrease the debt
levels of the Group and the Board remains confident that between the
strong cash flow performance and the agreed banking facility, the longterm
liabilities are manageable with headroom in all banking covenants.
Financial Review
continued
28 www.creston.com
2.3
2004
3.6
2005
8.0
2006
14.0
2007
15.2 15.6
2008
2009
Group Headline
PBIT Margin
(%)
21
19
17
15
18.6
2005
18.4
2006
20.1
2007
18.9
2008
18.6
2009
Headline Deferred Consideration
All remaining earn-out agreements ended as at 31 March 2009 and
therefore the Headline deferred consideration (defined as the total
balance due to vendors, being the reported balance at 31 March 2009
plus future deemed remuneration and notional finance costs, which will
be charged to the income statement in 2010) is no longer contingent
upon future profits.
The total Headline deferred consideration is £23.0 million
(2008: £31.6 million) and will be settled in a mixture of six and twelvemonth
loan notes that are redeemable in January 2010 and July 2010
respectively.The Group will utilise the £25 million revolving credit facility
and the annual cash flow from operating activities (2009: £17.4 million)
to finance its deferred consideration commitments. References to total
Headline debt include the reported net debt balance and the Headline
deferred consideration defined above.
Banking Facility and Covenants
In June 2008, the Group agreed a revised £40 million banking facility, which
is made up of a £15 million term loan amortising until 31 March 2011 and
a £25 million revolving credit facility available until 31 March 2012.At the
year end, £7 million had been drawn from the revolving credit facility and as

Group Headline DEPS
(pence)
20
15
10
5
0
3.2
2002
5.7
2003
8.5
2004
10.3
2005
14.0
2006
17.4 17.0
2007
2008
18.6
2009
at 19 June 2009 before the preliminary announcement this had been repaid,
so there were no funds drawn against the facility.There are three banking
covenants and the Group maintains headroom under each of them.
Net finance costs
Headline net finance costs were £1.6 million (2008: £1.7 million).
This decrease was driven by the positive cash performance of the
Group during the year plus the reduction in LIBOR.The average margin
over LIBOR paid was 1.1 per cent during the year. Headline net finance
costs were covered 11 times (2008: 10 times) by Headline EBITDA.The
reported net finance cost was £2.4 million (2008: £3.1 million), which
includes notional finance costs of £0.9 million (2008: £1.4 million)
relating to the future deferred consideration payments.
Effective tax rate
The Group’s effective Headline tax rate was 29 per cent (2008: 30 per
cent).The Reported effective tax rate was 34 per cent (2008: 50 per
cent).The effective Headline tax rate decreased due to the reduction
in the statutory corporation tax rate.The effective reported tax rate
decreased as a result of a reduction in non-tax-allowable items such
as notional interest and elements of deemed remuneration.
Basis of Headline results
Creston has presented Headline results as the key profit performance
indicators because they eliminate the non-recurring charges incurred
during the year and therefore, in the opinion of the Directors, provide a
truer picture of the underlying ongoing operational performance of the
Group year-on-year.The Headline results in 2009 exclude the following
items (as detailed in note 4 to the financial statements):
1. Notional finance costs on future deferred consideration payments;
2. Future acquisition payments due to employees deemed as
remuneration;
3. Non-recurring operational costs associated with discontinued
operations and restructuring;
4.The impairment of a minority investment; and
5. Advisor fees on the aborted offer for the company in October 2008.
Group Revenue
by Industry Sector
2%
3%
4%
5%
1%
5%
6%
7%
7%
8%
11%
18%
11%
12%
Summary
The results for the March 2009 financial year represent a robust
performance in a tough economic climate.The Group has made excellent
progress against its financial and operational goals: it has grown revenue
and profit, maintained industry-leading margins and KPIs and continued the
ongoing reduction in its total Headline debt levels by a further £8 million.
The financial year has started with some high profile new business wins
and the pipeline remains encouraging.These wins plus new clients gained
in the second half of the financial year are providing good visibility of
future earnings. Our financial priorities are to continue the reduction in
gearing levels, closely manage our cost base, to maintain our industryleading
KPIs and to grow organically.
Barrie Brien
Chief Operating and Financial Officer
– Automotive
– Consumer & Packaged Goods
– Pharmaceuticals &
Medical Products
– Financial Services
– Retail – Food & Beverages
– Telecommunications
– Retail – Consumer Products
– Public Sector/Non Profit
– Technology
– Media & Entertainment
– Research
– Travel & Transport
– Engineering & Construction
– Other
Annual Report and Accounts 2009 29

Don Elgie
Chief Executive Officer
Don Elgie was appointed Chief Executive
in January 2001 having created the concept
of Creston as a marketing services group.
Don has over 30 years of experience in
marketing services. He had previously
been a founder of Grandfield Rork Collins
Communications Group, which was
acquired by Saatchi & Saatchi, where
he went on to become UK and Europe
Operations Director. He is a member
of the Nominations Committee.
Board
of Directors
30 www.creston.com
Barrie Brien
Chief Operating
and Financial Officer
Barrie Brien was appointed as Chief
Operating and Financial Officer in
September 2004. Barrie has over 20 years
of experience in marketing services.
He was previously Chief Operating and
Financial Officer for EMEA at Lowe and
DraftWorldwide. Prior to this Barrie
was CFO for Lowe UK and held
positions in Saatchi & Saatchi and
other marketing groups.
David Marshall
Non-Executive Chairman
David became Non-Executive Chairman
in November 1999 having previously
acted as Chairman from 1984 until 1993.
He is Chairman of the Nominations
Committee and a member of the Audit
and Remuneration Committees. He is
Chairman of London Finance & Investment
Group P.L.C. and Western Selection P.L.C.
which is a substantial shareholder in
Creston plc. He was appointed Non-
Executive Chairman of Finsbury Food
Group Plc on 1 May 2008 and is also a
Non-Executive Director of Northbridge
Industrial Services Plc.

Andrew Dougal
Non-Executive Director
Andrew Dougal was appointed to the
Board in September 2006. He is Chairman
of the Audit Committee and a member
of the Nominations and Remuneration
Committees. Andrew was previously
CEO of Hanson, the international building
materials company and, prior to its
demerger, Finance Director of Hanson Plc,
the diversified industrial company. He
is currently a Non-Executive Director
of Taylor Wimpey Plc and of Premier
Farnell Plc and formerly of BPB Plc.
MalcolmWall
Non-Executive Director
Malcolm Wall was appointed to the
Board in April 2007. He is Chairman of the
Remuneration Committee and a member
of the Nominations and Audit Committees.
Malcolm was the CEO of Content
Division,Virgin Media up until April 2009.
He is a Non-Executive Director of ITE
Group Plc. Malcolm was previously COO
of United Business Media Plc.
Annual Report and Accounts 2009 31

Report of the Directors
The Directors present their report together with the audited financial statements for the year ended 31 March 2009.
Principal Activity
The Group is principally engaged in insight and communications services, as described in the Chairman and Chief Executive’s Statement and the
Operating Review.
Business Review and Key Risks
The information that fulfils the requirements of the Business Review can be found in the Financial Review on pages 26 to 29, the Operating Review
on pages 20 to 23, and the Chairman and Chief Executive’s Statement on pages 6 to 9, which are incorporated into this Report of the Directors by
reference. Creston’s principal operating risks and uncertainties are associated with the retention of key personnel and customers. In common with many
businesses in the marketing services sector, the loss of certain key personnel could jeopardise the continuing success of the business. Many of these
personnel have long-standing relationships with many of the Group’s customers. The Group seeks to incentivise its key personnel through LTIP and
other bonus arrangements and has a proven track record of retaining key personnel.
The Group derives a substantial amount of revenue from contracts with its major customers. The Group has implemented a system of customer
satisfaction reviews to identify areas for improving the service and is continuously working towards reducing client concentration.
Results and Dividends
The Group made a profit for the year after taxation of £6,597,000 (2008: £4,782,000). An interim dividend of £394,000, equal to 0.73 pence per share
(2008: 0.97 pence per share), was paid on 12 January 2009. Given the current economic climate and due to the priority of investors to maximise cash,
the Directors have recommended no final dividend for the year ending 31 March 2009 (2008: 1.80 pence per share). The total dividend for the year is
0.73 pence per share (2008: 2.77 pence per share). Dividends are detailed in note 11 to the financial statements.
Share Capital
The Company issued no new Ordinary Shares during the year (2008: nil). Details of the Company’s issued share capital are given in note 26 to the
financial statements.
During the year, the Company purchased 1,349,549 Ordinary Shares of 10 pence each via the Employee Benefit Trust representing 2.4 per cent of the
called-up share capital for an aggregate consideration of £935,000.
The Company is authorised to make purchases of its own shares and this authority is to be renewed in accordance with the Notice of Annual General Meeting.
Directors and their Interests
The Company’s Directors, who all served throughout the year, are detailed on pages 30 and 31 together with brief biographies.
Mr A J H Dougal retires in accordance with the Articles of Association and being eligible offers himself for re-election. Mr D C Marshall has been
a Non-Executive Director for more than nine years and in accordance with the Combined Code offers himself for annual re-election to the Board.
The Board has considered paragraph A7.2 of the Combined Code and believes that the members of the Board continue to be effective and to
demonstrate commitment to their roles, the Board and the Group. They therefore have no hesitation in recommending the above Directors for
re-election at the forthcoming Annual General Meeting.
The beneficial interests of the Directors and their families on 1 April 2008 and 3 July 2009 in the share capital of the Company were as follows:
Ordinary Shares
Mr D C Marshall – –
Mr D H Elgie 1,796,639 1,427,914
Mr B C Brien 243,481 36,500
Mr M R Wall – –
Mr A J H Dougal 15,000 15,000
Details of the Directors’ interests in transactions are set out in note 32. Mr D C Marshall is a director of Western Selection P.L.C. which held 3,000,000 Ordinary
Shares of Creston plc at 1 April 2008 and at 3 July 2009 (2008: 3,000,000).
The Company maintains directors’ and officers’ liability insurance.
32 www.creston.com
3 July
2009
1 April
2008

Substantial Interests
At 3 July 2009, the Company was aware of the following interests which represented 3 per cent or more of the Company’s issued share capital.
Number
of shares
Percentage
of capital %
Pangaea One Management LLC 5,708,288 10.24
AXA Framlington Investment Managers 3,356,045 6.02
Western Selection P.L.C. 3,000,000 5.38
Hermes Pensions Management 2,961,344 5.31
Majedie Asset Management 2,541,367 4.46
Mr D H Elgie 1,796,639 3.22
Takeover Directive Disclosures
The following disclosures are made in accordance with the requirements of the EU Takeover Directive.
As at 31 March 2009, the Company has only one authorised class of share, namely Ordinary Shares of 10 pence each, of which there were 55,761,238
in issue (2008: 55,761,238). There are no special arrangements or restrictions relating to any of these shares, whether in terms of transfers, voting
or other rights, or relating to changes of control of the Company. After the Placing on 7 July 2009 the number of Ordinary Shares in issue increased
to 61,337,338.
The Company does not have any special rules in place regarding the appointment and replacement of Directors, or regarding amendments to the
Company’s Articles of Association.
The Company has obtained authority from its shareholders to purchase its own shares through the Annual General Meeting. Details of the rights so
authorised are set out in the Notice of Annual General Meeting which accompanies this report.
There are no special conditions or agreements in place which would take effect, alter or terminate in the event of a takeover.
Special Business at the Annual General Meeting
Shareholders will note from the Notice of Annual General Meeting on pages 88 to 90 that they are asked to consider and, if thought fit, pass a number
of resolutions as special business:
• Under section 80 of the Companies Act 1985, the Directors are prevented, subject to certain exceptions, from allotting relevant securities without the
authority of the shareholders in general meeting. Relevant securities are defined in the act to include the Company’s Ordinary Shares or securities
convertible into the Company’s Ordinary Shares. This resolution proposed as an ordinary resolution to authorise the Directors to allot relevant
securities up to an aggregate nominal value of £2,044,578 and up to an aggregate nominal value of £4,089,156 where the offer is by way
of rights issue, such amounts, representing approximately one third and two thirds, respectively of the share capital of the Company in issue at
17 July 2009 (being the last practicable date prior to the publication of this notice). The Directors’ authority will expire at the conclusion of the
next Annual General Meeting or, if earlier, 15 months from the date on which the resolution is passed. This authority complies with guidelines
issued by institutional investors. The Directors have no immediate plans to make use of this authority. As at 17 July (being the last practicable date
prior to the publication of this notice), the Company holds 1,226,890 Ordinary Shares in the capital of the Company in treasury/employee benefit
trust, representing approximately 2.0 per cent of the share capital of the Company in issue at that date (Resolution 7);
• Under section 89 of the Companies Act 1985, when new shares are allotted or treasury shares are sold for cash, they must first be offered to
existing shareholders pro rata to their holdings. This special resolution renews, for the period to the date of the next Annual General Meeting or,
if earlier, 15 months from the date on which this resolution is passed, the authorities previously granted to the Directors to: (a) allot shares of the
Company in connection with a rights issue open offer, or other pre-emptive offer; and (b) otherwise allot shares of the Company, or sell treasury
shares for cash, up to an aggregate nominal value of £306,687 (representing in accordance with institutional investor guidelines, approximately 5%
of the share capital in issue as at 17 July 2009) (being the last practicable date prior to the publication of this notice) as if the pre-emption rights of
section 89 did not apply (Resolution 8);
• A resolution is being proposed as a special resolution which renews the Directors’ current authority to make limited market purchases of the
Company’s Ordinary Shares. The power is limited to a maximum aggregate number of 6,133,733 shares (representing 10 per cent of the issued
share capital as at 17 July 2009 (being the latest practicable date prior to publication of this notice)) and details the minimum and maximum prices
that can be paid, exclusive of expenses. The authority conferred by this resolution will expire at the conclusion of the Company’s next Annual
General Meeting or 15 months from the passing of this resolution, whichever is the earlier. Any purchases of Ordinary Shares would be made
by means of market purchase through the London Stock Exchange.
The shares repurchased by the Company under the renewed authority would either be cancelled or held as treasury shares (shares held by the
Company itself). No dividends may be paid on shares which are held as treasury shares and no voting rights are attached to them. It is the intention
of the Company to hold some or all of the shares which are repurchased under this authority as treasury shares within the limits allowed by law.
Once held in treasury, treasury shares may be cancelled, sold for cash or used for the purpose of employee share schemes.
The Directors have no present intention of exercising the authority to purchase the Company’s Ordinary Shares. The Directors would only
purchase shares if, in their opinion, the expected effect would be to result in an increase in earnings per share and would benefit shareholders
generally (Resolution 9);
• It is proposed to amend the Articles of Association (the ‘Articles’) in order to update the Company’s current Articles to take account of changes
in English company law brought about by the Companies Act 2006.
Annual Report and Accounts 2009 33

Report of the Directors
continued
Certain changes were also made to the Articles at last year’s Annual General Meeting and it is anticipated that further changes may be made at the
Annual General Meeting in 2010. Therefore, the only change proposed to be made to the Articles this year relates to convening general meetings
and the length of notice required to convene general meetings which will be updated to conform to new provisions in the Companies Act 2006. In
particular, a general meeting to consider a special resolution can be convened on 14 days’ notice whereas previously 21 days’ notice was required
(Resolution 10); and
• This resolution is required to reflect the proposed implementation in August 2009 of the Shareholder Rights Directive. The regulation implementing
this Directive will increase the notice period for general meetings of the Company to 21 days. Subject to the Articles of Association of the Company being
amended pursuant to Resolution 10, the Company would be able to call general meetings (other than an Annual General Meeting) on 14 clear
days’ notice. In order to be able to do so after the Shareholder Rights Directive comes into force in August 2009, shareholders must have approved
the calling of meetings on 14 days’ notice. This resolution seeks such approval. The approval will be effective until the Company’s next Annual General
Meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting
under the Shareholder Rights Directive before it can call a general meeting on 14 days’ notice (Resolution 11).
Supplier Payment Policy
It is the Group’s intention to settle supplier invoices in line with their terms of business. The number of creditor days outstanding for the Company and
for the Group at 31 March 2009 was 25 days (2008: 35 days) and 36 days (2008: 35 days), respectively.
Employees
Employees are incentivised via the operating company specific bonus schemes, corporate bonus schemes and the Group’s LTIP scheme to ensure that
all employees have a chance to share in the Group’s success.
Employees and their representatives are consulted regarding any changes to the business that may affect them. Employees are consulted regularly
regarding market and industry developments to ensure that all relevant information affecting the Group is readily available.
The Group adopts a policy for giving full and fair consideration to applications for employment that disabled people make to the Company and ensures
that there are relevant opportunities for training, career development and promotion of disabled people and for the continuing employment and
training of employees who have become disabled while employed by the Company.
Charitable Contributions
Charitable contributions for the year amounted to £21,000 (2008: £7,000) and were made to bodies including Sports Relief, the RSPCA, the NSPCC,
local community and cancer related charities.
Risk Management Policies and Objectives
The Group’s policy towards risk is that sound risk management is critical to the delivery of shareholder value. Risks that affect or may affect the business
are identified, assessed and appropriate controls and systems are implemented to ensure that the risk is managed. The financial risk management policies
and objectives are set out in note 23 of the financial statements.
34 www.creston.com

Directors’ Responsibilities
The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union, and for preparing the parent company financial statements and the Directors’ Remuneration
Report in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
The Directors are responsible for preparing financial statements for each financial year which give a true and fair view, in accordance with IFRSs as adopted
by the European Union, of the state of affairs of the Group and of the profit or loss of the Group and a true and fair view, in accordance with United
Kingdom Generally Accepted Accounting Practice, of the state of affairs of the Company for that period. In preparing those 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 the Group financial statements comply with IFRSs as adopted by the European Union, and with regard to the parent company
financial statements that applicable UK accounting standards 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 will continue in business.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the
Company and the Group and to enable them to ensure that the Group financial statements comply with the Companies Act 1985 and Article 4 of the
IAS Regulation and that the parent company financial statements and the Directors’ Remuneration Report comply with the Companies Act 1985. They
are also responsible for safeguarding the assets of the Company and 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 Company’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 Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Auditors
PricewaterhouseCoopers LLP have indicated their willingness to continue in office and, in accordance with Section 380 of the Companies Act 1985,
a resolution proposing their re-appointment will be put to the Annual General Meeting.
By Order of the Board
City Group P.L.C.
Secretary
17 July 2009
Annual Report and Accounts 2009 35

Corporate Governance
The Board is committed to high standards of Corporate Governance and supports the Combined Code on Corporate Governance issued by the
Financial Services Authority (‘the Combined Code’). The Board sets out its report below on how the Group has applied the principles and complied
with the Combined Code during the year ended 31 March 2009.
Compliance Statement
Throughout the year ended 31 March 2009, the Group has complied with all the provisions of Section 1 of the Combined Code.
The Remuneration and Audit Committees comprise the two independent Non-Executive Directors and the Chairman, who was deemed independent
at the time of his appointment. The Board is of the view that two members are insufficient to ensure open debate and hence the Chairman is included,
despite being deemed non-independent by the Code for this purpose. As a result, the remuneration of the Chairman is set by the Board, along with
that of the Non-Executive Directors.
The Board of Directors
During the year, the Board comprised a Chairman, who is non-executive, two Executive Directors and two Non-Executive Directors. All the Non-
Executive Directors consider themselves to be independent and Mr M R Wall is the senior independent Non-Executive Director. Notwithstanding the
fact that the Chairman has been a Director for more than nine years, the Board considers this involvement to start from January 2001 when Creston
re-listed as a marketing services company. Through the Chairman’s directorship of Western Selection P.L.C., a significant shareholder of Creston, the
Chairman has an interest in Creston similar to that of a shareholder. Therefore his interests are aligned with those of other shareholders and are viewed
by the Board as allowing the Chairman to act independently of management. As Mr D C Marshall has been a Non-Executive Director for more than
nine years and in accordance with paragraph A7.2 of the Combined Code, he offers himself annually for re-election to the Board.
The Board met on 16 occasions during the year following a formal agenda. The Board is provided with monthly management account packs and other
relevant information in a timely manner and in a form and quality that it considers appropriate to enable it to discharge its duties.
36 www.creston.com
No. of
meetings
in year DCM DHE BCB AJHD MRW
Board 16 16 16 16 16 16
Audit Committee 4 4 4 4 4 4
Remuneration Committee 4 4 – – 4 4
Nominations Committee 1 1 1 – 1 1
The Board is responsible for the leadership of the Company and the Group, and in discharging that responsibility it makes decisions objectively and
in the best interests of the Group. The Board sets the vision, values and standards for the Group. The Board delegates day-to-day responsibility to
the executive management. It determines their duties and reviews performance against agreed budgets and against the Group’s objectives, values
and standards, including employment, environmental and health and safety policies as set out in the Group policies and procedures.
The balance of the Board, together with the advice sought from the Executive and Divisional Boards and the Company’s external advisors, ensures
that no one individual has unfettered powers of decision.
The separation of the Chairman’s role from the discharging of executive responsibilities has been clearly defined throughout the year. The Chairman
is responsible for the effective performance of the Board through a schedule of matters reserved for approval by the Board (comprising of issues
considered most significant to the Group in terms of financial impact and risk) and control of the Board agenda. The Chairman conducts Board and
shareholder meetings and ensures that all Directors are properly briefed. The Chief Executive Officer, supported by the Chief Operating and Financial
Officer, is responsible to the Board for running the business and implementing Group strategy.
All Directors have access to advice from the Company Secretary and independent professionals at the Company’s expense. Training is available for
Directors as necessary. New Directors will receive an induction programme and all the Directors are encouraged to continue professional education
programmes. The Company has arranged appropriate insurance cover in respect of legal action against its Directors.
Committee meetings are held independently of Board meetings and invitations to attend are extended by the Committee Chairman to other Directors,
the Group’s advisors and management as appropriate.
A representative of the Company Secretary attends all Board meetings to record proceedings and is available to advise on any corporate governance issues
that may arise. The Company Secretary assists the Chairman in his duties of ensuring efficient communication between all Directors, the Committees
and senior management as well as the professional development of Directors. The terms of reference of the Audit Committee, the Nominations
Committee and the Remuneration Committee, including their roles and the authority delegated to them by the Board, are available on request
and on the investor relations section of the Group’s website www.creston.com.
Audit Committee
The Audit Committee comprises Mr A J H Dougal (Chairman), Mr D C Marshall and Mr M R Wall. The external auditors have direct access to the
Audit Committee and are invited to attend two formal meetings at the interim and at the year end. The Audit Committee also meets to address
specific issues as appropriate. It deals with the Annual Report and Accounts, the Group financial statements and important audit, accounting and
taxation matters as well as compliance with legal requirements whilst monitoring the adequacy of the Group’s internal controls and accounting policies.
The Chairman of the Audit Committee, Mr A J H Dougal, has recent and relevant financial experience for the purposes of the Combined Code.

The Audit Committee also considers the continuing appointment of the external auditors and their fees. It ensures the independence and objectivity
of the external auditors through a careful review of their terms of engagement and scope of work. This includes reviewing the nature and extent of
non-audit services supplied by the external auditors to the Group, seeking to balance objectivity and value for money. The external auditors are excluded
from providing services where the threat to their independence is considered to be too great (for example, systems design and implementation,
management functions or human resources).
The Audit Committee periodically reviews the arrangements by which employees of the Group can, in confidence, raise concerns about possible
improprieties in financial reporting or other matters, and the independent investigation and resolution of such concerns.
During the year, the Audit Committee supervised the ongoing engagement of the Group’s auditors, PricewaterhouseCoopers LLP. It met to discuss
the auditors’ findings in respect of the audit of the 31 March 2009 financial statements and to approve non-audit fees. There are specific restrictions on
the level of non-audit fees, which requires approval from the Audit Committee for non-audit fees exceeding two times the annual audit fee. Specific
agreement is required from the Audit Committee for certain types of assignment (for example, due diligence on Class 1 acquisitions). Furthermore,
the Audit Committee received internal reports on the Group’s risk management and key aspects of the financial controls.
Attendance at the Audit Committee meetings is extended to Mr D H Elgie and Mr B C Brien by invitation only. At least once during the year the
Executive Directors did not attend all or part of an Audit Committee meeting.
Nominations Committee
The Nominations Committee comprises Mr D C Marshall (Chairman), Mr A J H Dougal, Mr D H Elgie and Mr M R Wall. The appointment of
Directors is a formal process involving proposal by the Nominations Committee and the approval of the whole Board. The Nominations Committee
will undertake whatever process is most appropriate for the identification of suitable candidates and their assessment, taking into account any other
commitments that they have. Appointments are made on merit and are considered against objective criteria.
All Directors are required to retire every three years and may offer themselves for re-election, which is not automatic. As a long-term growth company,
it is appropriate for Directors to serve on the Board for more than a single term, subject to continuing satisfactory performance. Given its small size,
changes to the composition of the Board are infrequent, however, progressive refreshing of the Board may occur through further appointments, which
will be made commensurate with the growth of the Company. The Nominations Committee met once in the year.
Directors’ Performance Evaluation
The Board undertakes a formal evaluation of its own performance and that of its Committees and individual Directors. Individual evaluation aims
to show whether each Director continues to contribute effectively and to demonstrate commitment to the role (including commitment of time for
Board and Committee meetings and other duties). The Chairman acts on the results of the performance evaluation by recognising the strengths and
addressing the weaknesses of the Board and, where appropriate, proposing new members be appointed to the Board or seeking the resignation
of Directors.
The Chairman is responsible for the annual evaluation process and acts on its outcome. Each Director submits a self-appraisal to the Chairman in
respect of their individual performance, in respect of the performance of the Board and in respect of each Board Committee of which they are a
member. The self-appraisal is discussed by the Chairman with the Director.
For the Board and its Committees, the appraisal considers actual performance against performance objectives, terms of reference, communication,
effectiveness, flexibility and contribution to risk management.
Annual Report and Accounts 2009 37

Corporate Governance
continued
Partners’ Board
In the year ended 31 March 2009, Creston’s Partners’ Board was the key forum for the operational management of the Group. The role of the Partners’
Board was to review:
• market development;
• client offering (ensure ongoing relevance and ‘market fit’ of each operational company’s offer);
• start-up and acquisition needs (enhancement/extension of existing offer);
• client relationships (status and early warning indicators);
• business development (status, joint pitches, sharing resource/best practice);
• new business (contact strategy, intermediaries, help on pitches, pipeline status);
• synergy (status and opportunities);
• financial performance and budget (at operational level);
• talent management; and
• operational initiatives/developments
o Group IT
o Group procurement
o Business planning (annual).
The members of the Partners’ Board were:
Keith Bates
Martin Bostock
Barrie Brien
Ben Davies
Nick Davies
Greg Delaney
Don Elgie
Grant Litchfield
Mark Lund
Richard Marshall
Nick Sparrow
Catherine Warne
Chris Warren
38 www.creston.com
Managing Director of MSL
Chairman of NBC
Chief Operating and Financial Officer, Creston plc
Managing Director of PAN
Managing Director of EMO
Chairman of DLKW
Chief Executive Officer, Creston plc and Chairman of the Partners’ Board
Managing Director of CML
Chief Executive Officer of DLKW
Business Development Director of TMW and Creston plc
Chairman of ICM
Managing Director of RDC
Managing Director of TMW
As Creston’s expansion continues, the format and structure of the Partners’ Board has been reviewed and for the new financial year ending March 2010,
the Partners’ Board has been restructured and is now made up of the Executive Board and the Divisional Boards. This evolution has occurred in order
to truly harness the entrepreneurial talent and enormous practitioner expertise and experience that is within the operating companies. The Executive
Board is made up of the divisional heads, namely Nick Sparrow (of ICM) for Insight; Chris Warren (of TMW) and Richard K Warren (of DLKW) for
Communications; and Ben Davies (of PAN) and Catherine Warne (of RDC) for Health. These individuals are responsible for the financial and operational
performance of their respective Divisions and they will also be taking an active role alongside the Executive Directors in executing Group strategy.
Relations with Shareholders
The Company encourages meaningful dialogue with all shareholders. Shareholder communication centres primarily on the publication of Annual and
Interim Reports, periodic press releases and trading updates. The Chairman and Executive Directors are available for discussions with shareholders
throughout the year and particularly at the time of results announcements. The senior independent Non-Executive Director is also always available
should any shareholder wish to draw any matters to his attention. The Directors are available for comment throughout the year and at all General
Meetings of the Company. Creston values the views of its shareholders and recognises their interest in the Company’s strategy and performance,
Board membership and quality of management. It therefore has an active programme to meet and make presentations to its current and potential
shareholders to discuss its objectives. The Company aims to provide existing and potential investors with the means of developing an understanding
of the Group and raising any issues they may have.
The AGM is used to communicate with private investors and they are encouraged to participate. Shareholders are encouraged to attend the AGM
and to participate in proceedings by asking questions during the formal part of the Meeting, voting on the resolutions put to the Meeting and providing
Board members with their views in informal discussions after the Meeting. The Chairmen of the Audit, Remuneration and Nominations Committees are
available to answer questions. Separate resolutions are proposed on each issue so that they can be given proper consideration and there is a resolution
to approve the Annual Report and Accounts. The Company counts all proxy votes and indicates the level of proxies lodged on each resolution, after it
has been dealt with by a show of hands. All shareholders can gain access to the Annual and Interim Reports, press articles and other information about
the Company through the Company’s website: www.creston.com.

Financial Reporting
Each year the Group prepares a three-year strategic plan supported by seven-year financial projections. This strategic plan is supported by annual
submissions from each operating company. These plans and submissions are prepared in the last quarter of the financial year and reviewed by the Board
before being adopted.
Operating company results are reported monthly and are reviewed by Head Office. The results are compared to the budgets (which form part of the
three-year strategic plan) and the previous year. At the half year and the year end all operating companies are required to produce financial statements
to comply with local accounting regulations and to produce sufficient information to enable Head Office to produce IFRS compliant consolidated
financial statements.
The Board presents a balanced and understandable assessment of the Group’s position and prospects in all interim and price-sensitive public reports
whilst also reporting to regulators all information required to be presented by statutory requirements.
Internal Control and Risk Management
The Board has overall responsibility for the Group’s system of internal control to safeguard company assets and shareholders’ investments. The risk
management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Group’s objectives.
It should be recognised that such systems can only provide reasonable but not absolute assurance against material misstatement or loss.
The Board has reviewed the effectiveness of the system of internal control for the year to 31 March 2009 and up to the date of the signing of the
Annual Report and Accounts. Group control policies and procedures covering all major areas of corporate control have been developed and issued
throughout the subsidiaries, including specific levels of delegated authority. The Board will continue to develop and implement control procedures using
the guidance set out in Internal Control Guidance for Directors on the Combined Code (the Turnbull Guidance), appropriate for its nature and scale
throughout the Group and in any future acquisitions.
The key features of the Group’s system of internal control are as follows:
• clearly defined organisational responsibilities and limits of authority, including a formal schedule of matters specifically reserved for decision by
the Board;
• financial controls and review procedures;
• a comprehensive system for reporting financial and non-financial information to the Board;
• a formal business acquisition investment appraisal process designed to monitor and control growth initiatives;
• insurance and risk management policies including a formal annual risk review report to the Board;
• non-financial policies and procedures including health and safety, HR and information systems; and
• disaster recovery procedures.
The policies and procedures for all companies in the Group are set out in the Group’s policy manuals for HR, information systems, financial systems
and controls. As with many service sector industries the system of internal controls is dependent upon the quality and integrity of our employees.
The financial reporting system has been fully implemented and has improved the system of financial controls by standardising report formats and
enabling Creston to conduct centralised internal reviews. The Audit Committee believes that these internal controls are adequate for its current
size and does not feel that a separate internal audit function is currently required. This situation is kept under regular review.
During the year, the Group fully complied with all of its banking covenants.
Going Concern
The financial statements have been prepared on the going concern basis as the Board, having considered the Group’s financial projections, borrowing
facilities and other relevant financial matters, is satisfied that on the date of approving the financial statements the Group has a reasonable expectation
that it has the resources to continue in business for the foreseeable future. The Group’s trading performance during these difficult economic conditions
has been discussed in the Chairman and Chief Executive’s Statement.
Annual Report and Accounts 2009 39

Directors’ Remuneration Report
The Board recognises that Directors’ remuneration is of legitimate interest to shareholders and is committed to following appropriate best practice for a
Company of its size. The Group operates within a competitive environment that is subject to rapid commercial change. Its performance depends on the
individual contributions of the Directors and employees and it believes in rewarding them appropriately for their role and incentivising them to achieve
exceptional results.
In accordance with Section 241A of the Companies Act 1985, the Board presents the Directors’ Remuneration Report for shareholder approval.
The following report is unaudited except where specified.
Remuneration Committee
The Remuneration Committee (the Committee) comprises Mr M R Wall (Chairman), Mr D C Marshall and Mr A J H Dougal. All members are Non-
Executive Directors and consider themselves to be independent. None of them has any personal financial interest in the matters to be decided (other
than as shareholders), have no share options or any potential conflicts of interest arising from cross-directorships, or any day-to-day involvement in
running the business. A member of the Committee will attend the Annual General Meeting and will be available to answer shareholders’ questions
about Directors’ remuneration.
The Remuneration Committee meets as often as is appropriate (at least once a year), and is responsible for making recommendations to the Board on
the general policy on remuneration of Executive Directors and senior management, including Long-Term Incentive Plans (LTIP) awards. The Board, on
the advice of the Committee, determines the terms of service contracts, salaries, bonus payments and pension and decides on the grant of shares and
share options. The Committee also advises the Nominations Committee when considering recruitment and termination packages. It carries out the
policy on behalf of the Board.
As well as considering conditions in the Group as a whole, the Committee takes into account the position of the Company relative to other comparable
companies. The Committee consults the Chief Executive Officer, has access to advice within the Company and obtains its own independent professional
advice from outside the Company. Where non-Committee members are involved in advising or supporting the Remuneration Committee, care is taken to
ensure potential conflicts of interest do not arise. Ernst & Young and Hewitt New Bridge Street Consultants reviewed and reported to the Remuneration
Committee on the Executive Directors’ and senior management bonus and LTIP arrangements during the year.
Creston Total Shareholder Return v FTSE All Share Media & Entertainment Index
200
160
120
80
40
0
2004 2005 2006 2007 2008 2009
Creston
FTSE All Share Media Source: Investec 1 April 2009
The above graph shows Creston plc’s Total Shareholder Return (‘TSR’) performance compared to the TSR of the FTSE All Share Media & Entertainment
Index over the past five years. The Company believes this to be the most appropriate index as it includes all smaller companies in the Media sector
including Creston itself.
TSR is defined as the percentage change over the period in market price assuming the reinvestment of income and funding of liabilities of the theoretical
holding. TSR has been calculated on a daily basis in order to reduce the volatility associated with spot prices.
40 www.creston.com

Remuneration Policy
The Committee seeks to ensure that the total remuneration received by Executive Directors is competitive and will motivate them to perform at the
highest level. For this reason the remuneration package of the Executive Directors contains, in addition to the salary, a performance-related annual and
long-term incentive.
Basic Salary and Benefits
The Committee reviews the basic salary and benefits packages of the Executive Directors annually, and will obtain the assistance of independent
advisors as appropriate. In deciding upon appropriate levels of remuneration the Committee believes that the Company should offer levels of base
pay reflecting individual responsibilities compared to similar jobs in comparable companies. The base pay comprises a total salary package, allowing
the executives to spend it as they choose rather than as determined by Company schemes. No pension contributions are paid other than by way
of salary sacrifice and no pension benefits are accrued in respect of Directors under present arrangements.
Annual Bonus Payments
The Committee establishes performance targets that are relevant and challenging, that increase the value of the Group, and which must be met for
an annual bonus to be paid. Performance-related award schemes have been established which recognise the duties of the recipients.
For the Executive Directors, the annual bonus performance was unchanged for the financial year just ended and was based on the three-year average
Headline DEPS minimum and maximum growth of 12 per cent and 30 per cent respectively. The bonuses rise with performance and the maximum
related bonus that can be paid is 100 per cent of basic annual salary for the Chief Executive Officer and 70 per cent for the Chief Operating and
Financial Officer. The annual bonus payments are not pensionable other than by way of salary sacrifice.
For the senior management of an operating company, the annual bonus scheme for growing its operating profit under the Management Incentive
Compensation Plan (‘MICP’) remains unchanged. An MICP pool for each operating company is generated based on profit growth in excess of an annual
target and this pool is distributed to the management up to a cap fixed as a percentage of salary. The MICP is introduced to agencies where earn-out
arrangements expire and this scheme replaces existing bonus schemes for the operating company’s Board.
Long-Term Incentive Plan
In order to ensure that the key management and staff of the Group are appropriately incentivised, motivated and retained to achieve outstanding levels
of performance over the long term, the Company operates a long-term incentive plan.
Structure of award
Participants will be awarded a contingent right to receive Ordinary Shares in the Company subject to certain restrictions set out in the rules of the LTIP
scheme approved by shareholders in July 2005.
Eligibility
Participation in the LTIP will be at the discretion of the Remuneration Committee. Only employees and full-time Directors of Group companies may
participate in the LTIP. The participants are the Group’s Chief Executive Officer (‘CEO’) and Chief Operating and Financial Officer (‘COO/CFO’) and
senior employees in the Group’s operating subsidiaries.
The Awards
Awards may be granted at any time when doing so would not be in breach of the Model Code or any other relevant statute or regulation. Awards are
made to the CEO, COO/CFO on the settlement of consideration for the acquisition of a company or business. It is intended that the value of awards
made to the CEO, COO/CFO will be equal to a percentage of the value of the consideration paid on the acquisitions referred to above. The value of
the awards will be 1.35 per cent for the CEO and 0.65 per cent for the COO/CFO. The COO/CFO will not receive awards in respect of transactions
prior to his appointment. Awards are made to the senior employees of the subsidiaries on a bi-annual basis and as a percentage of annual salary. Their
awards are made up of a mixture of cash and shares.
Shares transferred to participants will rank equally with other Ordinary Shares and will be admitted to the Official List. Participants will not be entitled to
receive dividends prior to the vesting of their awards, however, they will receive a cash payment equal to the dividend they would have received had
they been entitled to receive the dividend.
No awards may be made more than 10 years after the LTIP is approved.
Awards vest and shares will be transferred to participants three years after their grant, provided and to the extent that the performance targets have
been achieved.
Annual Report and Accounts 2009 41

Directors’ Remuneration Report
continued
Performance Targets
The performance targets for the restricted shares awarded under the LTIP will be set by the Remuneration Committee. Initially the performance target
will be based on the Company achieving average growth in Headline diluted earnings per share (DEPS) (as defined in the Financial Glossary on page 87)
for three consecutive financial years in excess of the industry average. The industry average will be the average DEPS of a group of comparator
companies chosen by the Remuneration Committee (having taken appropriate advice). The Remuneration Committee considers the following targets
to be challenging and demanding:
The average growth in Headline DEPS for three consecutive financial years has exceeded industry average by: % of awarded shares vesting:
Below 5% 0
5% or greater but less than 6% 30%
6% or greater but less than 7% 40%
7% or greater but less than 8% 55%
8% or greater but less than 9% 65%
9% or greater but less than 10% 75%
10% or greater but less than 11% 80%
11% or greater but less than 12% 90%
12% and above 100%
The first financial year of a performance period will be the financial year in which the award is granted.
The performance targets for the LTIP awards to senior employees (excluding the Executive Directors) will also be measured over a three-year period
and are based on stretching profit growth targets for their respective subsidiary.
To the extent that the performance targets are not met, awards will lapse and the relevant number of shares will not be transferred to the participant.
There is no re-testing of the performance criteria, except in respect of the impact of IFRS on historical reported diluted EPS.
Following the introduction of IFRS, the Reported results of Creston have become more volatile. In order to ensure that the Group’s incentive schemes
reflect underlying performance, the Board has adopted the Headline financial figures as the key performance indicators.
Cessation of Employment
In normal circumstances, awards will lapse if a participant ceases to be employed within the Group. However, in certain ‘good leaver’ situations (such as
illness, disability, redundancy, retirement etc), or in other exceptional circumstances, the Remuneration Committee will have a discretion to determine
whether and to what extent awards vest, taking into account the performance of the Company up to the date of cessation.
LTIP Limits
The number of newly issued shares that may be allocated under the LTIP (and any other employees’ share scheme adopted by the Company) will be
limited to 10 per cent of the issued share capital in a 10-year period (excluding any shares so allocated prior to the Company’s move from property to
marketing services in January 2001). Shares purchased in the market, rather than issued, will not count towards these limits. The value of shares which
are made the subject of awards made to the CEO, COO/CFO must not exceed 4.2 (CEO) and 3 (COO/CFO) times their respective base salaries in
any three-year period. In all other cases, awards over shares worth no more than 1 times base salary may be made each year to a participant.
Change of Control
It is proposed that on a change of control of the Company the awards will vest, subject to the extent to which the Remuneration Committee considers
the performance targets have been satisfied up to the change of control and the awards will be time apportioned for the period between date of grant
and change of control.
Amendments to the LTIP
The Remuneration Committee may at any time amend the LTIP in any respect providing that any amendment to the rules dealing with who is eligible
to participate, individual or LTIP limits cannot be altered to the advantage of participants unless approved by the Company in general meeting (except
for minor amendments to benefit the administration of the LTIP or to take account of changes in legislation or to obtain or maintain favourable taxation,
exchange control or regulatory treatment for the Company, the Group or for a participant).
Overseas LTIP
The LTIP provides that additional sections of the rules may be adopted for participants outside of the UK. Awards granted under such additional
sections may be granted subject to different terms and conditions in order to take account of local laws. However, additional sections must conform
to the basic principles of the LTIP and must not increase the limits set out in the LTIP.
42 www.creston.com

Pension
Awards under the LTIP are not pensionable.
Service Contracts
The terms of the service contracts do not allow the Executive Directors to engage in any other business outside the Company without prior written
consent from the Committee and no such consent has been sought.
The service contracts with the Executive Directors are for indefinite periods and they provide for a notice period not exceeding one year, in keeping
with current best practice. The policy of the Company is that termination payments should not exceed more than 12 months’ basic salary.
Executive Directors
Date of contract
Notice period
Mr D H Elgie
Mr B C Brien
Non-Executive Directors
Mr D C Marshall (as Chairman)
Mr A J H Dougal
Mr M R Wall
29 January 2001
9 September 2004
12 months
9 months
Date of Appointment
26 November 1999
7 September 2006
11 April 2007
Non-Executive Directors
The remuneration of the Non-Executive Directors is determined annually and set within the limits specified in the Articles of Association. The remuneration
is in no way related to performance. Non-Executive Directors cannot participate in any of the Company’s share schemes, nor are they provided with
any pension. The shareholdings of the independent Non-Executive Directors are not deemed to impair their independence.
The remuneration of the Non-Executive Directors is determined by the Board within the £200,000 limit set by the Company’s Articles of Association.
Audited Information
Directors’ Emoluments
The emoluments of the Executive Directors comprised:
Salary
2009
£
Performance-
related bonus
2009
£
Benefits
2009
£
Mr D H Elgie 383,286 158,626 6,127 548,039 741,196
Mr B C Brien 262,650 81,079 2,792 346,521 436,250
The main benefits for both of the Executive Directors relate to motor vehicle costs and club memberships. In addition, payments are made to a life
assurance scheme for Mr D H Elgie.
In addition, the following numbers of shares were transferred to the Executive Directors during and in relation to the financial year:
In lieu of
performance-
related bonus
No. of shares
Vesting of LTIP
awards
No. of shares
Total
2009
£
Total
2009
No. of shares
Total
2008
£
Total
2008
No. of shares
Mr D H Elgie 135,751 21,926 157,677 –
Mr B C Brien 66,754 56,937 123,691 –
Mr D H Elgie has a service contract that can be terminated on one year’s notice by the Company or by the Director. Mr B C Brien has a service
contract that can be terminated on nine months’ notice by the Company or by the Director.
Up to 20 per cent of the bonus of Mr D H Elgie may be paid in the form of shares, however, the amount payable in shares is reduced by the amount
of any shares bought personally by him in the year. During the year, however, both Mr D H Elgie and Mr B C Brien elected to have 50 per cent of their
annual performance-related bonus paid in shares rather than cash. A valuation is assigned to options awarded using the Black Scholes valuation model.
In 2009, £nil (2008: £nil) was charged to the income statement in respect of unvested options held by Mr D H Elgie and Mr B C Brien. During the year,
£684,000 (2008: £589,000) was charged to the income statement in respect of LTIPs (see note 6 to the financial statements).
Annual Report and Accounts 2009 43

Directors’ Remuneration Report
continued
The remuneration of Non-Executive Directors comprised fees and remuneration as follows:
Mr D C Marshall 30,000 30,000
Mr A J H Dougal 30,000 30,000
Mr M R Wall 30,000 29,000
Mr P J Cunard – 6,667
Mr D J Hanger – 7,333
Mr D C Marshall’s appointment has no expiry date.
Mr A J H Dougal’s and Mr M R Wall’s appointments are due to expire at the close of the Company’s AGM in 2009 and 2010 respectively.
The total Directors’ emoluments are £984,560 (2008: £1,280,446).
The fees for Mr D C Marshall were paid to City Group P.L.C.
LTIP Awards
The following number of shares relate to LTIP awards granted to the Executive Directors:
44 www.creston.com
1 April 2008 Awarded
31 March
2009 Award date
2009
£
2008
£
Performance
period Vesting date
Mr D H Elgie 319,646 319,646 30.05.06 31.03.09 30.05.09
Mr D H Elgie 61,986 61,986 27.07.06 31.03.09 27.07.09
Mr D H Elgie 68,344 68,344 30.01.07 31.03.09 20.01.10
Mr D H Elgie 32,414 32,414 27.07.07 31.03.10 27.07.10
Mr D H Elgie – 314,609 314,609 03.04.08 31.03.11 03.04.11
Mr B C Brien 153,905 153,905 30.05.06 31.03.09 30.05.09
Mr B C Brien 21,845 21,845 27.07.06 31.03.09 27.07.09
Mr B C Brien 32,906 32,906 30.01.07 31.03.09 30.01.10
Mr B C Brien 9,310 9,310 27.07.07 31.03.10 27.07.10
Mr B C Brien – 151,479 151,479 03.04.08 31.03.11 03.01.11
The performance criteria have been met for the awards that have a performance period ending 31 March 2009. The awards vesting on 30 May 2009
vested in full and shares were transferred to Mr D H Elgie and Mr B C Brien on 26 June 2009. The remaining awards are yet to be approved by the
Remuneration Committee.
Share Options
The Company has a number of share option schemes (see note 26 to the financial statements). Options granted to the Executive Directors under
these schemes are as follows:
Number of
options Exercise price
Date from
which
exercisable Expiry date
Mr D H Elgie 140,060 95p 29.01.04 29.01.11
Mr D H Elgie 382,380 110p 16.10.06 16.10.13
Mr D H Elgie 60,657 114p 17.10.06 17.10.13
Mr D H Elgie 91,145 113p 03.11.06 03.11.13
Mr D H Elgie 46,752 139p 05.07.07 04.07.14
Mr D H Elgie 67,477 142p 30.09.07 30.09.14
Mr D H Elgie 487,280 155p 31.03.08 31.03.15
Mr D H Elgie 24,231 165.5p 31.03.09 31.08.15
Mr D H Elgie 20,078 165.5p 31.03.09 31.08.15
Mr B C Brien 70,422 142p 30.09.07 30.09.14
Mr B C Brien 150,000 142p 31.03.08 30.09.14
No options were granted to, or exercised by, the Executive Directors in the year. Full details of lapsed share options can be found in note 26 to the
financial statements.

Mr D H Elgie
Under a letter dated 29 January 2001, Mr D H Elgie was to be granted options to subscribe for a number of new Ordinary Shares equal to 5 per cent
of any new Ordinary Shares issued by the Company. The entitlement to these options is divided equally into time-based options and performance
options. This scheme was replaced by the Creston Long-Term Incentive Plan. No further options are to be issued.
Mr B C Brien
Under the terms of his service agreement Mr B C Brien was granted options to subscribe for 150,000 new Ordinary Shares under the unapproved
share option scheme. In line with other senior members of the Group, Mr B C Brien received options to subscribe for 70,422 new Ordinary Shares
under the Creston plc EMI Scheme. The time-based options were agreed as part of Mr Brien’s service agreement and were in compensation for
restricted stock and options given up to join the Company.
Performance Criteria
The above options are based on the performance of Creston plc’s Headline DEPS growth compared to the average growth in DEPS of a basket
of its competitors as agreed by its brokers in conjunction with the Remuneration Committee.
Share Price
The mid-market price of the Ordinary Shares was 59.25 pence on 1 April 2008 and 30.0 pence on 31 March 2009, the first and last trading days
of the Creston financial year. During the year, the share price ranged from 19.75 pence to 70.50 pence.
Pensions
There are no Company pension contributions payable on behalf of the Executive Directors, other than by way of salary sacrifice (2008: nil).
Malcolm Wall
On behalf of the Board
Chairman of the Remuneration Committee
17 July 2009
Annual Report and Accounts 2009 45

Contents to the financial statements
Statement/Note Page
Report of the Independent Auditors to the members of Creston plc on the Group financial statements 47
Consolidated income statement 48
Consolidated balance sheet 49
Consolidated statement of changes in equity 50
Consolidated cash flow statement 51
Notes to the financial statements
1 Accounting policies 52
2 Segmental analysis 58
3 Operating costs 60
4 Reconciliation of Headline profit to Reported profit 60
5 Profit before finance income, finance costs, income
from financial assets and taxation 61
6 Employee benefits 62
7 Finance income and finance costs 63
8 Income from financial assets 63
9 Taxation 63
10 Earnings per share 64
11 Dividends 64
12 Goodwill 65
13 Other intangible assets 67
14 Property, plant and equipment 68
15 Financial assets – available for sale 68
16 Inventories and work in progress 68
17 Trade and other receivables 69
18 Cash and short-term deposits 70
19 Trade and other payables 70
20 Provisions 71
21 Commitments under finance leases and hire purchase agreements 71
22 Bank overdraft, loans and loan notes 72
23 Financial assets and liabilities 72
24 Operating lease commitments 75
25 Deferred taxation 75
26 Share capital 75
27 Share-based payments 77
28 Other reserves 78
29 Reconciliation of profit for the year to operating cash flow 78
30 Reconciliation of net cash flow to movement in net debt 78
31 Analysis of net debt 79
32 Related party transactions 79
33 Post balance sheet events 79
Report of the Independent Auditors to the members of Creston plc on the parent company financial statements 80
Company balance sheet 81
Notes to the Creston plc company accounts
1 Accounting policies 82
2 Profit before taxation 83
3 Staff costs 83
4 Tangible fixed assets 83
5 Investments 84
6 Debtors 84
7 Creditors – Amounts falling due within one year 84
8 Creditors – Amounts falling due after more than one year 84
9 Borrowings 85
10 Deferred taxation 85
11 Operating lease commitments 85
12 Share capital, own shares and share premium 85
13 Statement of movements on reserves 86
14 Profit for the year 86
15 Related party transactions 86
Financial Glossary 87
Notice of Annual General Meeting 88
46 www.creston.com

Report of the Independent Auditors to the members of Creston plc
on the Group financial statements
We have audited the Group financial statements of Creston plc for the year ended 31 March 2009 which comprise the Consolidated income statement,
the Consolidated balance sheet, Consolidated statement of changes in equity, the Consolidated cash flow statement and the related notes. These Group
financial statements have been prepared under the accounting policies set out therein.
We have reported separately on the parent company financial statements of Creston plc for the year ended 31 March 2009 and on the information in
the Directors’ Remuneration Report that is described as having been audited.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report and the Group financial statements in accordance with applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the Group financial statements in accordance with relevant legal and regulatory requirements and International Standards
on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance
with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent
in writing.
We report to you our opinion as to whether the Group financial statements give a true and fair view and whether the Group financial statements
have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation. We also report to you whether in our
opinion the information given in the Report of the Directors is consistent with the Group financial statements. The information given in the Report
of the Directors includes that specific information presented in the Financial Review, the Operating Review and the Chairman and Chief Executive’s
Statement that is cross-referred from the Business Review section of the Report of the Directors.
In addition, we report to you if, in our opinion, 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 review whether the Corporate Governance Statement reflects the Company’s compliance with the nine provisions of the Combined Code 2006
specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether
the Board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance
procedures or its risk and control procedures.
We read other information contained in the Annual Report and consider whether it is consistent with the audited Group financial statements. The other
information comprises only the Report of the Directors, the Chairman and Chief Executive’s Statement, the Market Overview, the Financial Review,
the Operating Review, the Corporate Responsibility Statement, Our Synergies Statement, the unaudited part of the Directors’ Remuneration Report,
the Corporate Governance Statement and all other information listed on the contents page. We consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the Group 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 Group financial statements. It also includes an
assessment of the significant estimates and judgements made by the Directors in the preparation of the Group financial statements, and of whether
the accounting policies are appropriate to the Group’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 Group 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 Group
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 31 March 2009 and of its profit and cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; and
• the information given in the Report of the Directors is consistent with the Group financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
17 July 2009
Annual Report and Accounts 2009 47

Consolidated income statement
for the year ended 31 March 2009
2009
2008
Note
£’000
£’000
Turnover (billings) 2 138,472 137,257
Revenue 2 83,795 80,516
Operating costs 3 (71,492) (67,830)
Profit before finance income, finance costs, income from financial assets and taxation 2/5 12,303 12,686
Finance income 7 45 77
Finance costs 7 (2,487) (3,187)
Income from financial assets 8 150 –
Profit before taxation 2 10,011 9,576
Taxation 9 (3,414) (4,794)
Profit for the financial year 6,597 4,782
Basic earnings per share (pence) 10 12.21 8.65
Diluted earnings per share (pence) 10 12.10 8.64
All profits arose from continuing operations.
The accompanying notes on pages 52 to 79 form an integral part of these financial statements.
The Company has elected to take the exemption under Section 230 of the Companies Act 1985 to not present the parent company profit and
loss account.
48 www.creston.com

Consolidated balance sheet
as at 31 March 2009
Note
As at
31 March
2009
£’000
As at
31 March
2008
£’000
Non-current assets
Intangible assets
Goodwill 12 122,856 119,565
Other 13 1,582 1,440
Property, plant and equipment 14 2,514 3,622
Financial assets – available for sale 15 550 550
Deferred tax asset 25 800 786
128,302 125,963
Current assets
Inventories and work in progress 16 1,665 1,932
Trade and other receivables 17 30,814 34,583
Cash and short-term deposits 18 2,828 3,785
35,307 40,300
Current liabilities
Trade and other payables 19 (29,984) (29,204)
Corporation tax payable (2,026) (2,069)
Obligations under finance leases 21 (8) (39)
Bank overdraft, loans and loan notes 22 (9,823) (7,189)
Provisions for other liabilities and charges 20 (19,413) (13,757)
(61,254) (52,258)
Net current liabilities (25,947) (11,958)
Total assets less current liabilities 102,355 114,005
Non-current liabilities
Bank loans and loan notes 22 (11,600) (14,400)
Provisions for other liabilities and charges 20 (2,887) (16,701)
(14,487) (31,101)
Net assets 87,868 82,904
Equity
Called up share capital 26 5,576 5,576
Share premium account 33,345 33,345
Own shares 26 (1,054) (233)
Shares to be issued 2,706 2,447
Other reserves 28 31,357 31,357
Retained earnings 15,938 10,412
Total equity 87,868 82,904
The financial statements, which comprise the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes
in equity, the consolidated cash flow statement and the related notes, were approved by the Board on 17 July 2009 and were signed by:
Barrie Brien Don Elgie
Chief Operating and Financial Officer Chief Executive Officer
Annual Report and Accounts 2009 49

Consolidated statement of changes in equity
for the year ended 31 March 2009
50 www.creston.com
Share
capital
£’000
Share
premium
£’000
Own
shares
£’000
Retained
earnings
£’000
Other
reserves
(note 28)
£’000
Shares to
be issued
£’000
Changes in equity for 2009
At 1 April 2008 5,576 33,345 (233) 10,412 31,357 2,447 82,904
Profit for the year – – – 6,597 – – 6,597
Credit for share-based incentive schemes – – – – – 654 654
Exercise of share award – – 114 – – (355) (241)
Loss on treasury scheme/employee benefit trust – – – (74) – – (74)
Gain on treasury scheme/employee benefit trust – – – 13 – – 13
Fair value adjustment of own shares – – – 315 – – 315
Own shares purchased (note 26) – – (935) – – – (935)
Transfer of lapsed option costs – – – 40 – (40) –
Dividends (note 11) – – – (1,365) – – (1,365)
At 31 March 2009 5,576 33,345 (1,054) 15,938 31,357 2,706 87,868
Share
capital
£’000
Share
premium
£’000
Own
shares
£’000
Retained
earnings
£’000
Other
reserves
(note 28)
£’000
Shares to
be issued
£’000
Changes in equity for 2008
At 1 April 2007 5,576 33,345 (104) 7,032 31,357 1,998 79,204
Profit for the year – – – 4,782 – – 4,782
Credit for share-based incentive schemes – – – – – 567 567
Own shares purchased (note 26) – – (129) – – – (129)
Transfer of lapsed option costs – – – 118 – (118) –
Dividends (note 11) – – – (1,520) – – (1,520)
At 31 March 2008 5,576 33,345 (233) 10,412 31,357 2,447 82,904
Total
£’000
Total
£’000

Consolidated cash flow statement
for the year ended 31 March 2009
Operating cash flow 29 20,829 17,796
Tax paid (3,447) (3,661)
Net cash inflow from operating activities 17,382 14,135
Investing activities
Finance income 45 77
Income from financial assets 150 –
Purchase of subsidiary undertakings (15,284) (3,949)
Purchase of property, plant and equipment 14 (1,149) (1,681)
Sale of property, plant and equipment 37 187
Purchase of intangible assets 13 (284) (235)
Proceeds from vendors under sale and purchase agreement 935 –
Net cash (outflow) from investing activities (15,550) (5,601)
Financing activities
Finance costs (1,703) (1,933)
Share repurchases 26 (935) (129)
Increase/(decrease) in borrowings (net) 1,243 (2,800)
Dividends paid (1,365) (1,520)
Capital element of finance lease payments (29) (22)
Net cash (outflow) from financing (2,789) (6,404)
(Decrease)/increase in cash and cash equivalents 30 (957) 2,130
Cash and cash equivalents at start of year 3,763 1,633
Cash and cash equivalents at end of year 18 2,806 3,763
Note
2009
£’000
2008
£’000
Annual Report and Accounts 2009 51

Notes to the financial statements
for the year ended 31 March 2009
1 Accounting policies
Basis of preparation
The financial statements have been prepared, in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations adopted for
use in the European Union and those parts of the Companies Act 1985 which are applicable to companies reporting under IFRS. The Group accounts
are consolidated and include all Group entities. The Company’s domicile and country of incorporation is England and Wales whose registered office is
30 City Road, London EC1Y 2AG and whose head office is located at 100 Pall Mall, London SW1Y 5NQ (until 31 July 2009) and 16 Charles II Street,
London SW1Y 4QU (from 1 August 2009).
The financial statements have been prepared in sterling, the currency in which the majority of the Group’s transactions are denominated, and on the
historical cost basis, except for the revaluation of certain financial instruments.
Standards, amendments and interpretations effective in 2009:
• IFRIC 11 (IFRS 2), ‘Group and treasury share transactions.’ The adoption of this standard has not led to any change in the Group’s accounting policies.
The following standards and interpretations are effective in 2009 but are not relevant to the Group’s accounts:
• IFRIC 12, ‘Service concession arrangements’;
• IFRIC 13, ‘Customer loyalty programmes’; and
• IFRC 14, ‘Recognition of defined benefit pension scheme assets’.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group:
• IAS 1 (Revised), ‘Presentation of financial statements – Comprehensive revision including a statement of comprehensive income’ (effective from
1 January 2009);
• IAS 16 (Amendment), Property, plant and equipment (effective from 1 January 2009);
• IAS 19 (Amendment), Employee benefits (effective from 1 January 2009);
• IAS 20 (Amendment), Accounting for government grants and disclosure of government assistance (effective from 1 January 2009);
• IAS 23 (Amendment), Borrowing costs;
• IAS 27 (Revised), Consolidated and separate financial statements;
• IAS 28, Investments in associates (effective from 1 January 2009);
• IAS 29 (Amendment), Financial reporting in hyperinflationary economies (effective from 1 January 2009);
• IAS 31 (Amendment), Interests in joint ventures (effective 1 January 2009);
• IAS 32 (Amendment), Financial Instruments (Presentation);
• IAS 38 (Amendment), Intangible assets (effective from 1 January 2009);
• IAS 39 (Amendment), The fair value option;
• IAS 40 (Amendment), Investment property (effective from 1 January 2009);
• IAS 41 (Amendment), Agriculture (effective from 1 January 2009);
• IFRS 3 (Revised), ‘Business combinations – Comprehensive revision on applying the acquisition method’ (effective from 1 July 2009);
• IFRS 2 (Amendment), ‘Share-based Payments – amendment to vesting conditions and cancellations’;
• IFRS 5 (Amendment), Non-current assets held for sale and discontinued operations (effective from 1 January 2009);
• IFRS 8, Operating segments (effective for annual periods beginning on or after 1 January 2009). IFRS 8 extends the scope of segmental reporting;
• IFRIC 9 ‘IAS 39 – The limit on a defined benefit asset, minimum funding requirements and their interaction’ (effective from 1 January 2009);
• IFRIC 15, Agreements for construction of real estates (effective from 1 January 2009);
• IFRIC 16 (Amendment), Hedges of a net investment in a foreign operation (effective from 1 October 2008);
• IFRIC 17, Distributions of non-cash assets to owners; and
• IFRIC 18, Transfers of assets from customers (effective on all transactions from 1 July 2009).
The Group does not consider that these Standards and Interpretations will have a significant impact on the financial statements of the Group except
for additional disclosures when the relevant standards come into effect for periods commencing on or after 1 April 2009.
The principal accounting policies adopted have been consistently applied to all periods presented and are set out below.
Basis of consolidation
(a) Subsidiaries
Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists where the Group has the power to govern the financial
and operating policies of the entity.
52 www.creston.com

Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition at fair value of all identifiable assets
and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not they were recorded in the financial
statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of the subsidiary are included in the consolidated balance
sheet at their fair values, which are also used as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is
stated after separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group’s share of
the identifiable net assets of the acquired subsidiary at the date of acquisition.
(b) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a stakeholding of between 20 per cent
and 50 per cent of the voting rights. The Group currently has no investment in associates.
Turnover
Turnover represents amounts received or receivable from clients, for the rendering of services and is stated after deduction of trade discounts and
excluding value added tax or similar sales taxes outside of the United Kingdom.
Turnover is recognised at fair value as service activity progresses on the following basis:
1. Project fees are recognised over the period of the relevant assignments or agreements.
2. Retainer fees are spread over the period of the contract on a straight-line basis.
3. Third-party production fees are recognised at the point the client accepts delivery of each component of a project.
Turnover includes all charges paid to external suppliers where they are retained to perform part or all of a client assignment.
Revenue
Communications
The revenue derived from commissions on media placements, retainer fees, projects and fees for creative services are recognised on each contract in
proportion to the level of services performed. The level of services performed are assessed based on the relevant criteria including proportion of costs
incurred, time-based recognition for retainers and milestones. Incentive-based revenue is recognised when the relevant target has been met.
Insight
Revenue is derived from fees on research assignments. These are recognised on each assignment in proportion to the level of completion. The level of
completion is assessed using costs incurred (primarily employment costs) as a proportion of total costs. On long-term contracts, revenue is recognised
as contract activity progresses.
Intangible assets
(a) Goodwill
Goodwill arising from the purchase of subsidiary undertakings represents the difference between the purchase consideration and the fair value of the
identifiable assets, liabilities and contingent liabilities of a subsidiary acquired, and is capitalised in accordance with the requirements of IFRS 3. Future
anticipated payments to vendors in respect of earn-outs are based on the Directors’ best estimates of these obligations. Earn-outs are dependent on
the future performance of the relevant business and are reviewed semi-annually. The deferred consideration is discounted to its fair value in accordance
with IFRS 3 and IAS 39. The difference between the fair value of these liabilities and the actual amounts payable is charged to the income statement as
notional finance costs over the life of the associated liability.
Goodwill impairment is assessed by comparing the carrying value of goodwill to the net present value of future cash flows derived from the operating
performance underpinned by each cash-generating units’ three-year forecast. After this period, nominal growth rates of between zero and 2.5 per cent
have been applied. In accordance with IFRS 3, the carrying value of goodwill will continue to be reviewed for impairment on the basis stipulated and
adjusted should this be required. Impairment is recognised in the income statement and is not subsequently reversed. The individual circumstances of
each future acquisition will be assessed to determine the appropriate treatment of any related goodwill.
Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts at the date of transition
subject to being tested for impairment at that date. More detail is provided in note 12.
Annual Report and Accounts 2009 53

Notes to the financial statements
continued
1 Accounting policies continued
The Directors consider that the customer relationships are not separable or intangible assets, as customer relationships attach to the staff base and
senior management of the agency and not to the agency itself. Consequently, unless stated otherwise in note 12, the goodwill reflects the combined
value of customer relationships, the staff base and other non-separable intangible assets.
(b) Other intangible assets
Other acquired intangible assets are capitalised at cost. Intangible assets acquired as part of a business combination are capitalised at fair value at the
date of acquisition. The list of such intangible assets is significantly more comprehensive under IFRS. Intangible assets are amortised to residual values
over the useful economic life of the asset. Where an asset’s life is considered to be indefinite an annual impairment test is performed. The Directors
consider the value assigned to goodwill to exceed that assigned to intangible assets because the inherent value of the acquired companies
predominantly lies within the employees.
The identified intangible assets and associated periods of amortisation are as follows:
Intangible asset Period of amortisation
Brand names Infinite life – subject to annual impairment testing
Customer contracts Over the notice period of the contract (generally one to three months)
Brands are considered to have an infinite economic life because of their proven market position and the Group’s commitment to develop and enhance
their value. On this basis, the Directors consider it reasonable to assign an infinite life to these tangible assets but consider it appropriate to review this
on an annual basis in order to assess whether there has been any degradation to the companies’ brand name and image.
The customer contracts are amortised over this period because the Directors consider this to be the typical length of customer contracts active at the
time of acquisition.
(c) Software licences
Acquired computer software licences which do not form part of the operating software acquired with a piece of hardware are capitalised on the basis
of all costs incurred in bringing them into use. These costs are amortised over a five-year period.
(d) Software development costs
Costs associated with the development of identifiable and unique software products controlled by the Group and that will probably generate economic
benefits exceeding costs are recognised as intangible assets. These costs are amortised over their estimated useful lives.
Provisions – Deferred consideration
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash, shares or other securities at a
future date, depends on uncertain future events such as the future performance of the acquired company. Where it is not possible to estimate the
amounts payable with any degree of certainty, the amounts recognised in the financial statements represent a reasonable estimate at the balance sheet
date of the amounts expected to be paid. The deferred consideration is discounted to fair value. The difference between the fair value of the liabilities
and the actual amounts payable are charged to the income statement as notional finance costs (calculated at the annual rate of 3.6 per cent (2008:
5.5 per cent) based on the weighted average rate appropriate to the expected method of settlement) over the life of the associated liability.
Where deferred consideration may be settled by either the issue of shares or loan notes, it is classified in the balance sheet in accordance with the
substance of the transaction. Where the agreement gives rise to an obligation that is settled by the delivery of a variable number of shares to meet
a monetary defined liability, these amounts are disclosed as debt.
Share-based payment transactions
In accordance with IFRS 3, certain payments made to employees in respect of earn-out arrangements are treated as remuneration within the income
statement over the relating vesting period.
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 as of 1 January 2005.
The Group issues equity-settled and cash-settled Share-based Payments to certain employees. Equity-settled Share-based Payments are measured at
fair value 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 the number of shares that will eventually vest.
Fair value is measured by use of a Black Scholes model on the grounds that there are no market-related vesting conditions. 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. Details of the risk-free rate and dividend yield used to underpin these assumptions are included in note 27. Market price on any
given day is obtained from external publicly available sources.
A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date for
cash-settled Share-based Payments. Over the vesting period, where re-measurements materialise, differences are taken to the income statement.
The share-based plans are subject to performance criteria and continued employment. These are assessed on an annual basis. Further details of
share options are included in note 26.
54 www.creston.com

Property, plant and equipment
All property, plant and equipment is stated at historical cost (or fair value on acquisition where appropriate) less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items. Depreciation is provided on all property, plant and equipment at rates calculated
to write off the cost, less the estimated residual value of each asset evenly over its expected useful economic life, as follows:
Leasehold property Period of the lease
Motor vehicles Four years
Fixtures, fittings and equipment Three-ten years
Inventories and work in progress
Inventories are stated at the lower of cost and net realisable value. The cost of work in progress includes the costs of direct materials and purchases,
and the costs of direct labour plus clients’ agreed overheads based on normal levels of activity.
Where projects have the characteristics of long-term contracts, attributable profit is only recognised once their outcome can be assessed with
reasonable certainty. Such profit reflects the proportion of work on the project completed to date. Amounts recoverable on such projects are
included within debtors after provision for any foreseeable losses and the deduction of applicable payments on account. Full provision is made
for any losses on projects in the year in which the loss is first foreseen.
Current taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The 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 taxation
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 recognised for all taxable temporary differences. 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 the initial recognition (other than 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 the deferred tax asset 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 relates to items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
Lease and hire purchase commitments
In accordance with IAS 17, the economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards
related to the ownership of the leased asset. The related asset is recognised at the time of inception of the lease at the fair value of the leased asset
or, if lower, the present value of the minimum lease payments plus incidental payments, if any, to be borne by the lessee. A corresponding amount is
recognised as a finance leasing liability. Leases of land and buildings are split into land and buildings elements according to the relative fair values of the
leasehold interests at the date the asset is initially recognised/date of entering into the lease agreement.
The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to the income statement
over the period of the lease.
All other leases are regarded as operating leases and the payments made under them are charged to the income statement on a straight-line basis over
the lease term. Lease incentives are spread over the term of the lease.
Pension costs
Retirement benefits to employees are provided by defined contribution schemes that are funded by the Group and employees. Payments are made
to pension trusts that are financially separate from the Group. These costs are charged against profits as incurred.
Annual Report and Accounts 2009 55

Notes to the financial statements
continued
1 Accounting policies continued
Financial instruments
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions
of the instrument. Issue costs are offset against the proceeds of such instruments.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities
of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet. Cash and cash
equivalents in the cash flow statement do not include restricted cash deposits.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision
for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to
collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will
enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the
trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated
future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account,
and the amount of the loss is recognised in the income statement within ‘operating costs’. When a trade receivable is uncollectible, it is written off
against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against ‘operating costs’
in the income statement.
Other financial assets
Financial assets are recognised and de-recognised on a trade date where a purchase or sale of an investment is under a contract whose terms require
delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs.
Financial assets are classified as either held for trading or available for sale, and are measured at subsequent reporting dates at fair value. Where securities
are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period.
Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in the income
statement within operating costs in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is recognised
in the income statement as part of other income when the Group’s right to receive payments is established.
Impairment of financial assets
The Group assesses at each reporting date whether an asset may be impaired. If any such indicator exists the Group tests for impairment by estimating
the recoverable amount. If the recoverable amount is less than the carrying value of an asset, an impairment loss is required. In addition to this, assets
with indefinite lives and goodwill are tested for impairment at least annually.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at their fair value, net of direct issue costs. Finance charges, including premiums payable on
settlement or redemption and direct issue costs, are accounted for on an accruals basis to the income statement using 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.
Other financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The Group has only one class of shares
in existence, see note 26.
Segmental analysis
The primary segmental analysis is considered to be by business. The relevant divisions used for this analysis are described in the Operating Review.
The secondary segmental analysis is considered to be geographical.
Foreign currencies
Transactions in currencies other than the Group’s functional currency, UK pound, are recorded at the exchange rate prevailing on the date of
the transaction.
At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rate prevailing on
the balance sheet date.
Exchange differences arising on the settlement of monetary assets and liabilities and those arising on retranslation are included within operating expenses
in the period in which the difference arose.
56 www.creston.com

Dividends
Dividends distributed to the Group’s shareholders are recognised as a liability in the Group’s financial statements in the period in which the dividends
are approved by the Group’s shareholders.
Accounting estimates and judgements
The Group makes estimates and judgements concerning the future and the resulting estimates may, by definition, vary from the related actual results. The
Directors considered the critical accounting estimates and judgements used in the financial statements and concluded that the main areas are as follows:
(a) Long-term contracts
The Group undertakes projects which have the characteristics of long-term contracts on behalf of its clients. At each balance sheet date, management
estimate the stage of completion for each project based on time and specific project milestones, recognising income and associated costs appropriately.
(b) Contingent deferred consideration in respect of acquisitions
The Group has estimated the value of future purchase consideration payable to vendors based on management’s estimate of the future financial
performance of the relevant entity. This estimated future purchase consideration is used to calculate the deemed remuneration charge.
If the estimated Headline PBIT had been 10 per cent lower than management’s estimate then the provision would be reduced by £nil and the
deemed remuneration would be reduced by £nil because all entities had completed their earn-out period by the balance sheet date.
(c) Estimated impairment of goodwill
The Group tests semi-annually whether goodwill has suffered any impairment, in accordance with the Group’s accounting policy. These calculations
require the use of estimates (note 12).
If the estimated pre-tax discount rate applied to the discounted cash flows had been 10 per cent higher than management’s estimate (for example,
8.7 per cent instead of 7.9 per cent) the Group would have potentially impaired goodwill by £0.3m (0.2 per cent).
(d) Notional interest
The Group has estimated its notional interest charge using a weighted marginal cost of finance of 3.6 per cent. If the estimated cost of finance had been
10 per cent higher (at 4.0 per cent instead of 3.6 per cent) then the notional interest cost would have increased to £1,000,000 from £880,000.
Annual Report and Accounts 2009 57

Notes to the financial statements
continued
2 Segmental analysis
The Group’s operational framework consists of a two divisional structure consisting of the Insight and Communications Divisions.
Turnover, revenue, profit before finance income, finance costs, income from financial assets and taxation, capital expenditure, depreciation, amortisation,
gross assets and gross liabilities attributable to Group activities are shown below.
Primary segmental analysis by business
2009
58 www.creston.com
Insight
£’000
Communications
£’000
Head Office
£’000
Turnover (billings) 28,213 110,259 – 138,472
Revenue 16,679 67,116 – 83,795
Profit/(loss) before finance income, finance costs, income from
financial assets and taxation (segment result) 4,272 12,042 (4,011) 12,303
Finance income – – 45 45
Finance costs (298) (582) (1,607) (2,487)
Income from financial assets – 150 – 150
Profit before taxation 3,974 11,610 (5,573) 10,011
Taxation (3,414)
Profit for the financial year 6,597
Other information
Capital expenditure (excluding acquisitions)
– Property, plant and equipment 152 995 2 1,149
– Intangible assets – 198 86 284
Depreciation of property, plant and equipment 275 1,647 24 1,946
Amortisation of intangible assets 138 97 178 413
Balance sheet
Segment assets 37,652 121,412 3,745 162,809
Unallocated deferred tax assets 800
Total assets 163,609
Segment liabilities (3,569) (23,189) (46,957) (73,715)
Unallocated current tax liabilities (2,026)
Total segment liabilities (75,741)
Consolidated total assets and liabilities at 31 March 2009 are split as:
Assets
£’000
Group
£’000
Liabilities
£’000
Non-current 128,302 (14,487)
Current 35,307 (61,254)
163,609 (75,741)

2008
Insight
£’000
Communications
£’000
Head Office
£’000
Turnover (billings) 30,754 106,503 – 137,257
Revenue 17,885 62,631 – 80,516
Profit/(loss) before finance income, finance costs, income from
financial assets and taxation (segment result) 5,192 11,723 (4,229) 12,686
Finance income – – 77 77
Finance costs (291) (1,110) (1,786) (3,187)
Income from financial assets – – – –
Profit before taxation 4,901 10,613 (5,938) 9,576
Taxation (4,794)
Profit for the financial year 4,782
Other information
Capital expenditure (excluding acquisitions)
– Property, plant and equipment 214 1,444 23 1,681
– Intangible assets – 118 117 235
Depreciation of property, plant and equipment 339 1,692 111 2,142
Amortisation of intangible assets – – 85 85
Balance sheet
Segment assets 41,263 118,985 5,229 165,477
Unallocated deferred tax assets 786
Total assets 166,263
Segment liabilities (9,722) (44,850) (26,718) (81,290)
Unallocated current tax liabilities (2,069)
Total segment liabilities (83,359)
Consolidated total assets and liabilities at 31 March 2008 are split as:
Assets
£’000
Group
£’000
Liabilities
£’000
Non-current 125,963 (31,101)
Current 40,300 (52,258)
166,263 (83,359)
The Head Office costs include £nil (2008: £586,000) relating to the New York office which was closed in February 2008. There was no revenue
attributable to this office as clients are currently serviced from the UK agencies or through US-based affiliates.
Secondary segmental analysis by geography
The following table provides an analysis of the Group’s turnover and revenue by geographical market, irrespective of the origin of the services.
Revenue Turnover
UK 66,312 66,770 110,093 109,800
Rest of Europe 15,208 12,663 25,650 25,546
Rest of the World 2,275 1,083 2,729 1,911
83,795 80,516 138,472 137,257
All significant assets and liabilities are located within the UK.
2009
£’000
2008
£’000
2009
£’000
2008
£’000
Annual Report and Accounts 2009 59

Notes to the financial statements
continued
3 Operating costs
Employee benefits (note 6) 55,452 51,608
Depreciation and amortisation 2,359 2,227
Other expenses 13,681 13,995
71,492 67,830
Changes in inventories and work in progress of £267,000 (2008: £3,148,000) are reflected in charges paid to external suppliers which form part of the
difference between turnover and revenue.
4 Reconciliation of Headline profit to Reported profit
In order to enable a better understanding of the underlying trading of the Group, the Directors refer to Headline PBIT, PBT and PAT which eliminate
non-recurring charges from the reported figures. These break down into two parts:
(i) Certain accounting policies which have a material impact and introduce volatility to the Reported figures. These are deferred consideration
payments deemed as remuneration and notional finance costs on deferred consideration. These charges will cease once the relevant earn-out
obligations have been settled; and
(ii) Exceptional non-recurring operating charges, which, in 2009, consist of restructuring costs and close down charges relating to DLKW and MSTS
respectively, the impairment of the Group’s investment in TRA Asia and advisor fees incurred in connection with the aborted offer for the
company. In 2008, these costs were associated with the Creston US office.
2009
Headline 15,605 14,193 10,128
Restructuring costs (784) (784) (784)
TRA Asia investment impairment (64) (64) (64)
Advisor fees on aborted offer (160) (160) (160)
Future acquisition payments to employees deemed as remuneration (2,294) (2,294) (2,294)
Notional finance costs on future deferred consideration – (880) (880)
Taxation impact 651
Reported 12,303 10,011 6,597
2008
Headline 15,248 13,539 9,418
Costs of US office (586) (586) (586)
Future acquisition payments to employees deemed as remuneration (1,976) (1,976) (1,976)
Notional finance costs on future deferred consideration – (1,401) (1,401)
Taxation impact – – (673)
Reported 12,686 9,576 4,782
Creston requires up to 25 per cent of any deferred consideration payable as part of an earn-out, to be paid to the non-shareholders of the acquired
company. Creston believes this is an important driver in motivating employees beyond just the shareholders to grow the acquired company and
outperform the market. This contingent consideration paid by Creston to non-shareholder employees in respect of the deferred consideration is
deemed as remuneration. The notional finance costs also relate to the deferred consideration. Both of these charges will cease once the relevant
earn-outs have been settled.
60 www.creston.com
PBIT
£’000
PBIT
£’000
2009
£’000
PBT
£’000
PBT
£’000
2008
£’000
PAT
£’000
PAT
£’000

5 Profit before finance income, finance costs, income from financial assets and taxation
The profit before finance income, finance costs, income from financial assets and taxation is stated after:
Auditors’ remuneration 248 327
(Profit) on sale of property, plant and equipment (18) (4)
Amortisation of intangible assets 413 85
Foreign exchange gains (314) (333)
Depreciation
Property, plant and equipment
– owned 1,858 2,122
– held under hire purchase contracts 88 20
Operating lease rentals – property 2,526 2,888
Operating lease rentals – plant and equipment 247 227
Operating lease rentals – vehicles 49 58
Auditors’ remuneration may be analysed as follows:
External audit services – fees payable for the audit of the parent company and consolidated accounts 48 38
External audit services – fees payable for the audit of subsidiary undertakings 160 155
Non-audit services
Tax services
Compliance services – 46
Advisory services 15 80
Other services 25 8
248 327
In addition, further assurance services were provided in relation to the certification of balances and profits for the acquisitions, £nil (2008: £20,000).
These costs were capitalised within goodwill.
2009
£’000
2009
£’000
2008
£’000
2008
£’000
Annual Report and Accounts 2009 61

Notes to the financial statements
continued
6 Employee benefits
Wages and salaries (including deemed remuneration) 49,340 46,197
Social security costs 5,066 4,500
Pension costs 933 938
Share-based payments 113 (27)
55,452 51,608
Wages and salaries include the following costs:
Deemed remuneration
Future acquisition payments 1,610 1,387
Directors’ Long-Term Incentive Plan 684 589
2,294 1,976
The deemed remuneration arises on the contingent deferred consideration to be paid by Creston to non-shareholding employees of the business
acquisitions. These costs will cease once the relevant earn-outs have been settled. The Directors’ Long-Term Incentive Plan costs relate to the amounts
payable to the Directors arising on the acquisition of companies by Creston.
The average number of employees of the Group during the year was:
62 www.creston.com
2009
£’000
2009
£’000
2009
Number
2008
£’000
2008
£’000
2008
(restated)
Number
Directors 5 6
Administration 132 124
Marketing services 781 764
918 894
The average number of employees for 2008 was restated to include the full-time equivalent of freelancers/non-permanent members of staff (2008:
35 heads).
The key management are considered to be the Partners’ Board together with the Directors. Their remuneration is as follows:
Key management compensation
Salaries and other short-term employee benefits 3,623 3,575
Deemed remuneration 684 589
Share-based payments – (6)
4,307 4,158
Directors
Salaries and other short-term employee benefits 1,117 1,280
Deemed remuneration 684 589
Share-based payments – –
1,801 1,869
Details of the remuneration of each Director, which form part of the audited financial statements, are set out in the Remuneration Report on pages 40
to 45.
2009
£’000
2009
£’000
2008
£’000
2008
£’000

7 Finance income and finance costs
Finance income includes:
Finance income on cash deposits 45 77
Finance costs include:
Notional finance costs on future deferred consideration (880) (1,401)
Finance costs on bank overdrafts and loans (1,045) (1,616)
Finance costs on finance leases (2) (9)
Finance costs on other loans (560) (161)
(2,487) (3,187)
8 Income from financial assets
Dividends received 150 –
Dividends have been received from the Group’s investment in BJK&E Holdings Limited.
9 Taxation
The tax charge comprises:
Current tax:
Corporation tax at 28 per cent (2008: 30 per cent) 3,604 4,081
(Over)/under provision of corporation tax in previous year (213) 113
3,391 4,194
Deferred tax:
Origination and reversal of timing differences (261) 662
Under/(over) provision of deferred tax in previous year 284 (62)
Tax charge for the year 3,414 4,794
The tax rate for the year is different from the standard rate of corporation tax in the UK, 28 per cent (2008: 30 per cent). The differences are
explained below:
2009
£’000
Profit before tax 10,011 9,576
Profit before tax multiplied by standard rate of corporation tax in the UK of 28 per cent (2008: 30 per cent) 2,803 2,873
Effects of:
Expenses not deductible for tax purposes 335 1,870
Deferred tax asset not recognised for tax purposes 205 –
Adjustments to tax charge in respect of previous periods 71 51
Tax charge for the year 3,414 4,794
2009
£’000
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000
2008
£’000
2008
£’000
Annual Report and Accounts 2009 63

Notes to the financial statements
continued
9 Taxation continued
Expenses not deductible for tax purposes include the tax impact of deemed remuneration and notional finance costs on future deferred consideration.
The Group’s effective tax rate is 34 per cent (2008: 50 per cent).
Headline tax charge (4,065) (4,121)
Taxation impact of Headline adjustments 651 (673)
Reported tax charge (3,414) (4,794)
The Group’s effective Headline tax rate is 28.6 per cent (2008: 30.4 per cent) by eliminating the tax impact of items excluded from the Headline results.
10 Earnings per share
64 www.creston.com
Reported
profit for the
financial
year
£’000
2009
£’000
2009 2008
Weighted
average
number
of shares
Pence
per share
Reported
profit for the
financial
year
£’000
Weighted
average
number
of shares
2008
£’000
Pence
per share
Reported basis
Basic earnings per share
Earnings attributable to ordinary shareholders 6,597 54,011,332 12.21 4,782 55,265,027 8.65
Dilutive effect of securities:
Shares – 507,041 (0.11) – – –
Options – – – – 91,663 (0.01)
Diluted earnings per share 6,597 54,518,373 12.10 4,782 55,356,690 8.64
Headline
profit for the
financial
year
£’000
2009 2008
Weighted
average
number of
shares
Pence
per share
Headline
profit for the
financial
year
£’000
Weighted
average
number of
shares
Pence per
share
Headline basis
Basic earnings per share
Earnings attributable to ordinary shareholders 10,128 54,011,332 18.75 9,418 55,265,027 17.04
Dilutive effect of securities:
Shares – 507,041 (0.17) – – –
Options – – – – 91,663 (0.03)
Diluted earnings per share 10,128 54,518,373 18.58 9,418 55,356,690 17.01
Diluted earnings per share has been calculated based on the following dilutive elements:
(iii) An estimate of nil options (2008: 91,663) remain outstanding that would have been issued based on the average share price (this includes SAYE,
EMI and unapproved options).
(iv) An estimate of 507,041 shares (2008: nil) which will be issued to the Executive Directors in lieu of their annual cash bonus. This represents 50 per
cent of their annual bonus and the number of shares issued is based on the average share price during the year. The actual number of shares
awarded in lieu of the annual cash bonus will be based on the share price at the time of settlement. Had the shares been issued based on the
share price on 19 July 2009 the equivalent number of shares issued would have been 351,335.
A reconciliation of the profit after tax on a Reported basis and the Headline basis is given in note 4.
11 Dividends
Amounts recognised as distributions to shareholders in the year
Prior year final dividend of 1.80 pence per share (2008: 1.76 pence per share) 971 978
Interim dividend of 0.73 pence per share (2008: 0.97 pence per share) 394 542
1,365 1,520
The Directors do not propose the payment of a final dividend (2008: 1.80 pence) in respect of the financial year ended 31 March 2009.
2009
£’000
2008
£’000

12 Goodwill
Purchased
goodwill
£’000
Goodwill on
consolidation
£’000
Cost
At 1 April 2007 3,432 119,552 122,984
Adjustments to consideration 348 (3,600) (3,252)
Fair value adjustments – (167) (167)
At 1 April 2008 3,780 115,785 119,565
Adjustments to consideration – 3,218 3,218
Fair value adjustments 6 67 73
At 31 March 2009 3,786 119,070 122,856
Net book amount
31 March 2009 3,786 119,070 122,856
31 March 2008 3,780 115,785 119,565
The adjustments to goodwill relate to a change in the estimated deferred consideration for agencies in the earn-out period under the terms of the
relevant sale and purchase agreements.
At 31 March 2009, the following components of goodwill had been finalised as the earn-out period had completed: ICM, PAN, RDC and TMW.
In accordance with the Group’s accounting policy, the carrying values of goodwill and other intangible assets not subject to systematic amortisation are
reviewed semi-annually for impairment. The review assesses whether the carrying value of goodwill could be supported by the present value of future
cash flows derived from operating activities. Future cash flows are calculated with reference to each subsidiary’s three-year business plan (approved in
March 2009) which is subject to a rigorous review and challenge process. The residual growth rate thereafter has been reduced from 3 – 5 per cent
to a nominal rate of between zero and 2.5 per cent for all units.
In considering the discount rate applicable to the Group we have considered the following factors:
(i) 12-month cost of debt; and
(ii) The cost of equity based on a two-year beta of 0.69. We consider this to be an appropriate period since the Group is of an acquisitive nature and
therefore has changed significantly during the last five years. Since no acquisitions have taken place over the past two years, the Directors believe
this period represents the most appropriate to the Group’s circumstances.
The pre-tax discount rate, used to assess the carrying value of goodwill, is 7.9 per cent (2008: 7.4 per cent) which approximates the Group’s weighted
average cost of capital adjusted only to reflect the way in which the market would assess the specific risks associated with the estimated cash flows of
the Group and excluding any risks that are not relevant to estimated cash flows of the Group. In arriving at this discount rate, it was noted that the
statutory tax rate and interest rates have fallen during the year, 12-month LIBOR having fallen over 50 per cent year-on-year.
The review performed at the year end did not result in the impairment of goodwill for any cash-generating unit as the estimated recoverable amount
exceeded the carrying value in all cases.
At 31 March 2009, had the Group used an industry average beta of 1.0, the weighted average cost of capital would have been 8.5 per cent.
Total
£’000
Annual Report and Accounts 2009 65

Notes to the financial statements
continued
12 Goodwill continued
At this level the carrying value of goodwill could potentially be impaired by £300,000 or 0.2 per cent of the total.
If the estimated PBIT had been 10 per cent lower than management’s estimate at 31 March 2009, then the carrying value of goodwill could potentially
be impaired by £300,000.
Components of goodwill at 31 March 2009 and 2008 are:
Communications
DLKW 30,533 30,537
TMW 28,539 25,059
PAN 9,599 9,599
Other 23,745 23,923
Insight
92,416 89,118
ICM 19,021 19,032
MSL 7,633 7,635
CML 3,786 3,780
30,440 30,447
Total 122,856 119,565
The carrying value of goodwill for certain entities whose earn-out finalised prior to March 2009 has varied by a nominal amount during the year (DLKW,
MSL and CML). This is due to the re-allocation of certain acquisition-related costs during the year. The net impact of these adjustments on goodwill is £nil.
The principal Group companies at 31 March 2009 are set out below:
Proportion of the Ordinary Shares
and voting rights held by:
Subsidiary Principal activity in the year The Company Subsidiaries
Marketing Sciences Limited Market Research 100%
Mobile Sensory Testing Services Limited Market Research 100%
The Real Adventure Marketing Communications Limited Marketing Communications 100%
EMO Group Limited Marketing Communications 100%
Emery McLaven Orr Limited Marketing Communications 100%
Nelson Bostock Communications Limited Public Relations 100%
CML Research Limited Qualitative Research 100%
Face Communications Limited Intermediate holding company 100%
DLKW Holdings Limited Intermediate holding company 100%
DLKW & Partners Limited Advertising Agency 100%
Dialogue DLKW Limited Marketing Communications 100%
The Composing Room Limited Pre-press Print Production 100%
Red Door Communications Limited Public Relations – healthcare 100%
ICM Research Limited Market Research 100%
FieldworkUK.com Limited Face-to-face Research 100%
ICM Direct Limited Telephone Research 100%
Tullo Marshall Warren Limited Direct Marketing 100%
Colombus Communications Limited Direct Marketing 100%
PAN Advertising Limited Advertising – healthcare 100%
The above list excludes details of non-trading dormant subsidiaries, although all subsidiary undertakings have been included in the consolidated accounts.
All of the subsidiary undertakings above are incorporated and operate in the United Kingdom.
66 www.creston.com
2009
£’000
2008
£’000

13 Other intangible assets
Software
development
and licences
£’000
Brand
names
£’000
Customer
contracts
£’000
Cost
At 1 April 2007 635 800 1,865 3,300
Additions 235 – – 235
At 1 April 2008 870 800 1,865 3,535
Transfer from property, plant and equipment 487 – – 487
Additions 284 – – 284
Disposals (77) – – (77)
At 31 March 2009 1,564 800 1,865 4,229
Amortisation
At 1 April 2007 145 – 1,865 2,010
Charge for the year 85 – – 85
At 1 April 2008 230 – 1,865 2,095
Transfer from property, plant and equipment 195 – – 195
Charge for the year 413 – – 413
Disposals (56) – – (56)
At 31 March 2009 782 – 1,865 2,647
Net book amount
At 31 March 2009 782 800 – 1,582
At 31 March 2008 640 800 – 1,440
At 31 March 2007 490 800 – 1,290
In accordance with the Group’s accounting policy the carrying value of brand names are reviewed for impairment in the same manner as goodwill (see
note 12).
The method of valuation and subsequent review is outlined in note 1.
Total
£’000
Annual Report and Accounts 2009 67

Notes to the financial statements
continued
14 Property, plant and equipment
68 www.creston.com
Leasehold
property
£’000
Motor
vehicles
£’000
Fixtures,
fittings and
equipment
£’000
Cost
At 1 April 2007 2,063 79 5,717 7,859
Additions 248 20 1,413 1,681
Disposals (246) (24) (1,875) (2,145)
At 1 April 2008 2,065 75 5,255 7,395
Transfer to intangible assets – – (487) (487)
Additions 200 295 654 1,149
Disposals (350) (14) (1,552) (1,916)
At 31 March 2009 1,915 356 3,870 6,141
Depreciation
At 1 April 2007 879 39 2,674 3,592
Charge for the year 646 18 1,478 2,142
Disposals (245) (21) (1,695) (1,961)
At 1 April 2008 1,280 36 2,457 3,773
Transfer to intangible assets – – (195) (195)
Charge for the year 685 261 1,000 1,946
Disposals (350) (12) (1,535) (1,897)
At 31 March 2009 1,615 285 1,727 3,627
Net book amount
At 31 March 2009 300 71 2,143 2,514
At 31 March 2008 785 39 2,798 3,622
At 31 March 2007 1,184 40 3,043 4,267
The net book amount includes £19,000 (2008: £42,000) in respect of assets held under finance leases and similar hire purchase contracts. The amount
of depreciation in respect of such assets amounted to £23,000 (2008: £20,000) for the year. During the year, the Group acquired no assets under
finance lease arrangements (2008: £nil).
15 Financial assets – available for sale
Shares in BJK&E Holdings Limited 550 550
The financial asset is held by DLKW Holdings Limited and is denominated in UK pounds and represents 15 per cent of the share capital of BJK&E
Holdings Limited. This financial asset is held at its fair value. Since this entity is not quoted on an active market the Group has valued this investment
at a reasonable multiple of the average earnings of the previous three financial years, which has not changed significantly during the year. There were
no disposals or impairment provisions on available-for-sale financial assets in 2009 or 2008.
16 Inventories and work in progress
Work in progress 1,665 1,932
2009
£’000
2009
£’000
Total
£’000
2008
£’000
2008
£’000

17 Trade and other receivables
Current Assets
Trade receivables 25,972 27,193
Less: provision for impairment of trade receivables (376) (89)
Trade receivables – net 25,596 27,104
Other receivables 683 1,466
Prepayments and accrued income 4,535 6,013
30,814 34,583
The average credit period taken on sales of goods is 60 days (2008: 61 days).
The Group is satisfied that the majority of its clients are of sound creditworthiness. This view is supported by the willingness of our credit insurers to
provide cover in the majority of cases. Management noted, however, that during the year there was a growing trend by the underwriters to reduce
or remove cover on certain clients.
The ageing analysis of net trade receivables is as follows:
Past due but not impaired
Carrying
value as at
31 March
£’000
Neither past
due nor
impaired
£’000
Up to
3 months
£’000
2009
£’000
3 to 6 months
£’000
2008
£’000
Greater
than
6 months
£’000
2009 25,596 10,947 14,391 223 35
2008 27,104 15,916 10,085 978 125
Past due amounts are not considered impaired where collection is still considered likely.
As of 31 March 2009, trade receivables of £376,000 (2008: £89,000) were impaired and fully provided for. The individually impaired receivables mainly
relate to a mixture of clients. These receivables are considered to be doubtful and are aged as follows:
Three to six months 309 –
Over six months 67 89
376 89
The carrying amounts of the trade and other receivables are denominated in the following currencies:
Current Assets
Pounds 28,305 31,477
Euros 2,362 3,093
US Dollars 147 13
30,814 34,583
2009
£’000
2009
£’000
2008
£’000
2008
£’000
Annual Report and Accounts 2009 69

Notes to the financial statements
continued
17 Trade and other receivables continued
Movements on the provision for impairment of trade receivables are as follows:
Current Assets
At 1 April 89 21
Provision for receivables impairment 352 84
Receivables written off during the year as uncollectible (12) (6)
Unused amounts reversed (53) (10)
At 31 March 376 89
The creation and release of the provision for impaired receivables have been included in ‘other expenses’ in the income statement within operating
costs (note 3). Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash.
The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not
hold any collateral as security.
18 Cash and short-term deposits
In addition to the cash and cash equivalents of £2,806,000 (2008: £3,763,000), restricted cash deposits of £22,000 (2008: £22,000) are maintained
in a designated account as security for the loan notes issued on the acquisition of MSL and are therefore not freely available to the Group.
19 Trade and other payables
Trade payables 7,230 8,053
Social security and other taxes 4,402 3,912
Accruals and deferred income 17,731 16,456
Other payables 621 783
29,984 29,204
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The Directors consider that the carrying
amount of trade payables approximates to their fair value.
The carrying amounts of the trade and other payables are denominated in the following currencies:
Current liabilities
Pounds 29,836 29,118
Euros 140 73
US Dollars 8 13
29,984 29,204
70 www.creston.com
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000

20 Provisions
The Directors’ best estimate of future earn-out obligations is set out below:
Deferred consideration
At 1 April 30,458 35,569
Settled in the year (13,866) (4,299)
Adjustments to consideration on previous acquisitions (note 12) 3,218 (3,600)
Income statement
Future acquisition payments to employees deemed as remuneration (note 6) 1,610 1,387
Notional finance cost on future deferred consideration (note 7) 880 1,401
At 31 March 22,300 30,458
Analysed as:
Current liabilities 19,413 13,757
Non-current liabilities 2,887 16,701
22,300 30,458
The Group consider that the above liabilities approximate to their fair value. The notional interest rate used during the year was 3.6 per cent (2008:
5.5 per cent). All of the provisions included in non-current liabilities are due to be settled in one to two years.
The deferred consideration will be settled fully in loan notes.
During the period, £15,284,000 (2008: £3,949,000) was paid to purchase subsidiary undertakings DLKW and NBC, all of which were acquired by the
Group in previous years.
21 Commitments under finance leases and hire purchase agreements
Commitments under finance leases and hire purchase agreements are as follows:
In one year or less 8 39
8 39
It is the Group’s policy to minimise the leasing of its plant and equipment under finance leases. The average remaining lease term is one year. For the
year ended 31 March 2009, the average effective borrowing rate was 6.2 per cent (2008: 6.2 per cent). Interest rates are fixed at the contract date.
All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
The fair value of the Group’s lease obligations approximate their carrying amount.
The Group’s obligations under finance leases are secured by the lessor’s charge over the leased assets.
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000
Annual Report and Accounts 2009 71

Notes to the financial statements
continued
22 Bank overdraft, loans and loan notes
Bank overdraft and revolving credit facility 7,000 3,000
Bank loan 14,400 17,157
Acquisition loan notes 23 1,432
21,423 21,589
The borrowings are repayable as follows:
Less than one year – current liabilities 9,823 7,189
In one to two years 11,600 2,800
In more than two years but less than three years – 11,600
In more than three years but less than four years – –
In more than four years but less than five years – –
Non-current liabilities 11,600 14,400
Following the amendments to the Group’s banking facilities in June 2008, the principal features of the Group’s borrowings are as follows:
a The bank loan is repayable over a further three years in six monthly instalments and secured by a fixed and floating charge over the assets of
the Group.
b The Group has an overdraft facility of £5 million which was renewed in June 2008.
c The Group has a revolving credit facility of £25 million (which is reduced by the £5 million committed overdraft facility) which expires on
31 March 2012.
d The bank loan, revolving credit facility and overdraft currently bears interest ranging between 1.0 and 2.15 per cent above LIBOR and varies
depending on the Group’s gearing. During the year, the average margin was 1.1 per cent above LIBOR.
e The bank loan, revolving credit facility and overdraft are secured by a fixed and floating charge over the assets of the Group.
23 Financial assets and liabilities
The Group’s financial instruments comprise of borrowings, cash, trade payables, trade receivables and available for sale financial assets. The financial
assets are required for day-to-day working capital of the Group. The borrowings were used as part of the funding for past acquisitions. The objective
is to achieve the best interest rates available whilst maintaining acceptable flexibility and minimal risk.
The principal currency of the Group’s financial assets and liabilities is sterling. There is a minimal amount of cash held in US Dollar and Euro accounts.
The Group has no material exposure to foreign currency risk and therefore does not use its financial instruments for hedging purposes.
The Group has committed and undrawn facilities relating to the revolving credit facility of £13,000,000 (2008: £14,576,000) plus an unused overdraft
facility of £5,000,000 and a cash balance of £2,806,000 at 31 March 2009.
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk.
Interest Rate Risk
The Group’s operations are cash generative and it funds acquisitions through a combination of retained profits and borrowings. In order to manage the
Group’s exposure to interest rate risk, borrowings comprise of a mixture of fixed and floating rate instruments.
The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk.
Borrowings issued at fixed rates expose the Group to fair value interest rate risk. During 2008 and 2009, the Group’s borrowings at variable rate were
denominated in sterling.
At 31 March 2009, if interest rates on currency denominated borrowings had been 0.1 per cent higher/lower with all other variables held constant,
post-tax profit for the year would have been £14,000 (2008: £26,000) lower/higher, mainly as a result of higher/lower interest expense on floating rate
borrowings; other components of equity would have been £nil (2008: £nil) lower/higher mainly as a result of a decrease/increase in the fair value of
fixed rate financial assets classified as available for sale. At 31 March 2009, if interest rates on sterling denominated borrowings at that date had been
0.5 per cent higher/lower with all other variables held constant, post-tax profit for the year would have been £67,000 (2008: £130,000) lower/higher,
mainly as a result of higher/lower interest expense on floating rate borrowings; other components of equity would have been £nil (2008: £nil)
lower/higher mainly as a result of a decrease/increase in the fair value of fixed rate financial assets classified as available for sale.
Liquidity Risk
The Group maintains a mixture of short and long-term borrowings to manage this risk. Furthermore, the Group’s cash deposits are highly liquid. The
Group seeks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group’s unused
banking facilities can be drawn on a revolving credit facility which is available within 24 hours of notice being given to the bank, hence any short-term
liquidity requirement can be managed.
72 www.creston.com
2009
£’000
2008
£’000

Foreign Currencies
At 31 March 2009, if sterling had weakened/strengthened by 10 per cent against the Euro with all other variables held constant, post-tax profit for the
year would have been £155,000 (2008: £217,000) higher/lower, mainly as a result of foreign exchange gains/losses on translation of Euro denominated
trade receivables.
During the year, if the Euro had weakened/strengthened by 4 per cent against the UK pound with all other variables held constant, post-tax profit
for the year would have been £65,000 (2008: £87,000) lower/higher, mainly as a result of foreign exchange gains/losses on translation of sterling
denominated trade receivables.
Credit Risk
Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and
financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. Risk control assesses the
credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal
ratings in accordance with limits set by the relevant agency board. The utilisation of credit limits is regularly monitored.
The Group maintains insurance against all trade receivables. Consequently, the Group is insured for the non-settlement of up to 90 per cent of the
insured trade receivables in the event that the customer is unable to settle validly invoiced debts (subject to an excess of £1,000).
Credit limits are agreed with the Group’s insurers. Where insurance is refused on a customer the Group will only trade with that customer if appropriate
and suitably conservative settlement terms are agreed.
Capital Risk Management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
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.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total
capital. Net debt is calculated as total borrowings (including ‘current and non-current borrowings’ as shown in the consolidated balance sheet) less cash
and cash equivalents. Total net debt is net debt together with the Group’s deferred consideration provisions (being future earn-out obligations) as set
out in note 20. Total capital is calculated as ‘equity’ as shown in the consolidated balance sheet.
During 2009, the Group’s strategy, which remained unchanged from 2008, was to maintain a gearing ratio below 75 per cent. The gearing ratios at
31 March 2009 and 2008 were as follows:
Net debt (note 31) (18,603) (17,843)
Amounts recoverable from vendors – 935
Provision for deferred consideration (note 20) (22,300) (30,458)
Total net debt (40,903) (47,366)
Total equity 87,868 82,904
Gearing ratio 47% 57%
The decrease in the gearing ratio during 2009 resulted primarily from the normal profit and cash collection achieved in the year which was utilised to
reduce the net debt in the Group.
Ratio of debt to Headline EBITDA
Headline PBIT (Note 4) 15,605 15,248
Depreciation 1,946 2,142
Amortisation 413 85
Headline EBITDA 17,964 17,475
Ratio of net debt to Headline EBITDA 1.0 1.0
Ratio of total debt to Headline EBITDA 2.3 2.7
2009
£’000
2009
£’000
2008
£’000
2008
£’000
Annual Report and Accounts 2009 73

Notes to the financial statements
continued
23 Financial assets and liabilities continued
Financial assets
Cash at bank and in hand maturing in one year or less, or on demand 2,828 3,785
Weighted average interest rate 2.27% 4.58%
Financial liabilities
Subject to floating rates:
Bank loan 14,400 17,157
The bank loan interest rate is fixed every one, three, six or twelve months and accordingly, is not deemed a fixed rate financial liability.
At fixed interest rates:
Revolving credit facility 7,000 3,000
Acquisition loan notes 23 1,432
Finance leases 8 39
Fixed interest rate financial liabilities 7,031 4,471
Weighted average period for which rate is fixed – months 1.0 2.3
Weighted average interest rate 5.23% 5.61%
Repayable in:
One year or less or on demand 9,831 7,228
More than one year but not more than two years 11,600 2,800
Between two and five years – 11,600
21,431 21,628
Fair values of financial assets and liabilities Book value Fair value
Cash at bank and in hand 2,828 3,785 2,828 3,785
Revolving credit facility (7,000) (3,000) (7,000) (3,000)
Acquisition loan notes (23) (1,432) (23) (1,432)
Bank loan (14,400) (17,157) (14,400) (17,157)
Finance leases (8) (39) (8) (39)
(18,603) (17,843) (18,603) (17,843)
The fair values of the financial assets and liabilities are estimated to be equal to their book values. The fair value of the Group’s derivative instruments
is £nil (2008: £nil).
74 www.creston.com
2009
£’000
2008
£’000
2009
£’000
2009
£’000
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000
2008
£’000
2008
£’000

24 Operating lease commitments
As at 31 March the Group had future aggregate minimum lease payments under non-cancellable operating leases as follows:
Land and
buildings
£’000
2009 2008
Other
£’000
Land and
buildings
£’000
In one year or less 226 26 908 49
Between one and five years 7,092 402 3,462 257
In five years or more 277 – 1,239 –
7,595 428 5,609 306
25 Deferred taxation
The deferred taxation asset of £800,000 (2008: £786,000) recognised in the financial statements is set out below:
Accelerated capital allowances 388 415
Short-term timing differences 238 –
Share-based payments 183 217
Future acquisition payments to employees deemed as remuneration 344 344
Purchased goodwill (328) (328)
Other timing differences (25) 138
800 786
The movement in the year is analysed as follows:
As at 1 April 786 1,347
Income statement (note 9) (23) (600)
On acquisition and fair value adjustments – 39
Other transfers 37 –
As at 31 March 800 786
The Group has recognised deferred tax assets where there are forecast profits in the next 12 months from which the future reversal of the underlying
timing difference can be deducted.
26 Share capital
Group and Company
Authorised:
100,000,000 Ordinary Shares of 10 pence each (2008: 100,000,000 Ordinary Shares of 10 pence each) 10,000 10,000
Called up, allotted and fully paid:
55,761,238 Ordinary Shares of 10 pence each (2008: 55,761,238 Ordinary Shares of 10 pence each) 5,576 5,576
2009
£’000
2009
£’000
2009
£’000
Other
£’000
2008
£’000
2008
£’000
2008
£’000
Annual Report and Accounts 2009 75

Notes to the financial statements
continued
26 Share capital continued
Options
The Group has the following options in issue:
76 www.creston.com
At start
of year Granted
Exercised/
lapsed
Sharesave Scheme 519,217 – (372,724) 146,493
EMI Scheme 190,940 – – 190,940
Other options 1,576,954 – – 1,576,954
2,287,111 – (372,724) 1,914,387
All outstanding options are due for settlement in cash up to the expiry dates disclosed in Note 27. No options were exercised during the financial year
ending 31 March 2009.
Sharesave Scheme
This scheme permits any employee of the Company or its subsidiaries (who is resident in the UK) to enter into a savings contract which will mature
in a specified period of time (being three years for the current scheme) at which date the employee can use the funds to exercise options granted to
them under this scheme. The purpose of this scheme was to ensure that all employees were given the opportunity to participate in the future success
of the Group.
EMI Scheme
The purpose of this scheme is to incentivise certain key employees. Consequently, these options are linked to performance targets for both the Group
and the individual. This scheme is now closed and no further awards will be made.
Other options
Unapproved options are outstanding in respect of Directors (1,470,060 options as detailed in the Directors’ Remuneration Report) and former Directors
(106,894 options), of which the latter will lapse 28 January 2011.
Creston plc Long-Term Incentive Plan (‘LTIP’)
This scheme has replaced the EMI Scheme and is intended to incentivise the Chief Executive Officer, the Chief Operating and Financial Officer and
other senior employees. Participants are awarded a contingent right to receive new Ordinary Shares in the Company subject to meeting certain agreed
performance conditions. These awards are granted at the beginning of each financial year or on the date of acquisition (Chief Executive Officer and
Chief Operating & Financial Officer) and vest over three years. There is no exercise price in respect of these awards.
The Group has the following LTIPs in issue:
At start
of year Granted Vested Lapsed
LTIP 1,524,072 2,201,918 (203,764) (471,711) 3,050,515
At end
of year
At end
of year

LTIPs lapsed in the year because certain performance criteria were not met and due to the departure of staff from the Group.
The following awards issued under this scheme have not vested or lapsed as at 31 March 2009.
Date of grant
Contingent
shares
Price of award
(pence)
30 May 2006 43,639 161.50
30 May 2006 473,551 155.00
27 July 2006 67,215 160.50
27 July 2006 16,616 162.50
30 January 2007 101,250 200.00
27 July 2007 41,724 179.00
15 October 2007 364,520 115.00
31 January 2008 84,910 56.00
3 April 2008 466,088 60.00
1 July 2008 569,252 58.00
1 August 2008 821,750 80.00
3,050,515
Own shares
Treasury
scheme
No. of shares
EBT
No. of shares
Total
No. of shares
At 1 April 2008 114,824 400,664 515,488 233
Sold in the year (62,441) (78,863) (141,304) (114)
Acquired in the year – 1,349,549 1,349,549 935
At 31 March 2009 52,383 1,671,350 1,723,733 1,054
27 Share-based payments
Options
The Group uses a Black-Scholes model to calculate the fair value of options on grant date. For schemes without market-based performance conditions
the valuation methodology is applied at each year end and the valuation revised to take account of any changes in estimate of the likely number of shares
expected to vest.
The key assumptions used in determining the fair values are set out below.
Share options outstanding at the year end are:
Dividend
yield
%
Risk-free
rate
%
Volatility
%
Fair value
(pence)
Total
£’000
Exercise
price
(pence) Grant date Expiry date Shares
Sharesave scheme
2006 1.2 4.5 33 47 169.0 24.08.06 31.03.10 89,947
2007 1.8 5.75 25 37 155.4 01.10.07 31.03.11 56,546
EMI scheme 1.2 4.5 42 72 142.0 30.11.04 30.11.14 120,518
EMI scheme 1.2 4.5 41 75 150.0 30.09.04 30.09.14 70,422
Unapproved options 1.2 4.5 46 76 95.0 29.01.01 29.01.11 246,954
Unapproved options 1.2 4.5 46 76 142.0 30.09.04 30.09.14 150,000
Unapproved options 1.2 4.5 56 66 110.0 16.10.03 16.10.13 382,380
Unapproved options 1.2 4.5 56 69 114.0 17.10.03 17.10.13 60,657
Unapproved options 1.2 4.5 56 68 113.0 03.11.03 03.11.13 91,145
Unapproved options 1.2 4.5 55 84 139.0 30.07.04 04.07.14 46,752
Unapproved options 1.2 4.5 46 76 142.0 30.09.04 30.09.14 67,477
Unapproved options 1.2 4.5 33 69 155.0 31.03.05 31.03.15 487,280
Unapproved options 1.2 4.5 32 71 165.5 28.07.05 28.07.15 24,231
Unapproved options 1.2 4.5 32 71 165.5 31.08.05 31.08.15 20,078
Volatility is based on the Group’s share price movement over the 12 months preceding the grant of the options. This is a lower period than is
recommended by IFRS but is, in the opinion of the Directors, appropriate given the Group’s history of growth and acquisitions at the time the
options were awarded.
The Group recognised expenses of £15,000 in 2009 (2008: £32,000).
Annual Report and Accounts 2009 77

Notes to the financial statements
continued
27 Share-based payments continued
LTIP
The Group operates the Creston Long-Term Incentive Plan (LTIP) for senior management. The awards are valued using the share price on the date of
grant. The income statement is charged over the performance period of the award, taking account of the estimated number of shares expected to vest.
The Group recognised an expense of £131,000 (2008: income of £59,000) as remuneration. In addition, costs of £684,000 (2008: £589,000) were
recognised in the year as deemed remuneration.
28 Other reserves
Special reserve 2,385 2,385
Revaluation reserve 535 535
Capital redemption reserve 72 72
Other reserve 28,365 28,365
31,357 31,357
The special reserve and capital redemption reserve are non-distributable reserves which arose prior to 2001 (when Creston commenced operations as
a marketing communications group).
The revaluation reserve arose on the fair valuation of the shares in BJK&E Holdings Limited in 2005.
The other reserve represents the difference between the fair value of shares issued for non-cash consideration and the nominal value of those shares
and is considered by the Directors to be non-distributable. Where shares are issued for cash consideration, the difference between the fair value of
shares issued and the nominal value is recognised in the share premium account.
29 Reconciliation of profit for the year to operating cash flow
Profit for the year 6,597 4,782
Taxation 3,414 4,794
Profit before taxation 10,011 9,576
Income from financial assets (150) –
Finance costs 2,487 3,187
Finance income (45) (77)
Profit before finance income, finance costs, income from financial assets and taxation 12,303 12,686
Depreciation of property, plant and equipment 1,946 2,142
Amortisation of intangible assets 413 85
Share-based payments 109 (27)
Deemed remuneration 2,294 1,976
Profit on disposal of property, plant and equipment 17 (4)
Decrease in inventories and work in progress 267 3,148
Decrease/(increase) in trade and other receivables 2,834 (4,194)
Increase in trade and other payables 646 1,984
Operating cash flow 20,829 17,796
30 Reconciliation of net cash flow to movement in net debt
(Decrease)/increase in cash in the year (957) 2,130
Cash outflow from movement in debt 2,788 2,865
Cash inflow from movement in debt (4,000) –
Movement in net debt in the year resulting from cash flows (2,169) 4,995
Reduction of loan stock 15,275 2,212
Issue of acquisition loan notes (13,866) (3,335)
Net debt at 1 April (17,865) (21,737)
Net debt at 31 March (18,625) (17,865)
78 www.creston.com
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000

31 Analysis of net debt
At
31 March
2008
£’000
Cash flow
£’000
Acquisitions
£’000
At
31 March
2009
£’000
Cash and short-term deposits 3,763 (957) – 2,806
Bank overdrafts and revolving credit facility (3,000) (4,000) – (7,000)
Acquisition loan notes (1,432) 15,275 (13,866) (23)
Bank loans (17,157) 2,757 – (14,400)
Finance leases (39) 31 – (8)
Net debt (17,865) 13,106 (13,866) (18,625)
Restricted cash deposits (note 18) 22 – – 22
Net debt including restricted cash deposits (17,843) 13,106 (13,866) (18,603)
No new finance leases were entered into during the year.
32 Related party transactions
Mr D C Marshall is a Director of City Group P.L.C. and Western Selection P.L.C. which held 3,000,000 Ordinary Shares at 31 March 2009. During
the year, total fees of £65,143 (2008: £57,986) were paid to City Group P.L.C., £35,143 (2008: £27,986) for the provision of secretarial services and
assistance on the acquisitions and £30,000 (2008: £30,000) for the services of Mr D C Marshall.
33 Post balance sheet events
On 7 July 2009 the Group announced the Placing of 5,576,100 new Ordinary Shares at 60 pence per share thereby raising approximately £3.3 million.
The Placing was conditional, inter alia:
(i) Placees having agreed to acquire all of the new Ordinary Shares at the Placing Price;
(ii) The Placing Agreement having become unconditional and not having been terminated in accordance with its terms prior to admission to the
London Stock Exchange; and
(iii) Admission having become effective on or before 8.00am on 10 July 2009 (or such later date as the Company may agree, being no later than
8.00am on 17 July 2009).
The new Ordinary Shares, which represented approximately 10 per cent of the Company’s existing issued share capital, were issued on 10 July 2009.
The Placing Price represented a discount of 7 per cent to the Closing Price of an Ordinary Share of 64.5 pence on 6 July 2009 (being the latest
practicable date prior to the date the announcement). These new Ordinary Shares are identical to and rank pari passu in all respects with the
Company’s existing Ordinary Shares.
Annual Report and Accounts 2009 79

Report of the Independent Auditors to the members of Creston plc
on the parent company financial statements
We have audited the parent company financial statements of Creston plc for the year ended 31 March 2009 which comprise the Company balance
sheet and the related notes. These parent company financial statements have been prepared under the accounting policies set out therein. We have
also audited the information in the Directors’ Remuneration Report that is described as having been audited.
We have reported separately on the Group financial statements of Creston plc for the year ended 31 March 2009.
Respective responsibilities of Directors and Auditors
The Directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the parent company financial statements in
accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in
the Statement of Directors’ Responsibilities.
Our responsibility is to audit the parent company financial statements and the part of the Directors’ Remuneration Report to be audited in accordance
with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been
prepared for and only for the Company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose.
We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the parent company financial statements give a true and fair view and whether the parent company financial
statements and the part of the Directors’ Remuneration Report to be audited 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 Report of the Directors is consistent with the parent company financial
statements. The information given in the Report of the Directors includes that specific information presented in the Financial Review, the Operating
Review, and the Chairman and Chief Executive’s Statement that is cross referred from the Business Review section of the Report of the Directors.
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 parent company financial statements.
The other information comprises only the Report of the Directors, the Chairman and the Chief Executive’s Statement, the Market Overview, the Financial
Review, the Operating Review, the Corporate Responsibility Statement, Our Synergies Statement, the unaudited part of the Directors’ Remuneration
Report, the Corporate Governance Statement and all other information listed on the contents page. We consider the implications for our report if we
become aware of any apparent misstatements or material inconsistencies with the parent company 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 parent company financial statements and the part of
the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgements made by the Directors in
the preparation of the parent company financial statements, and of whether the accounting policies are appropriate to the Company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the parent company financial statements and the part of the Directors’ Remuneration Report to be
audited 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 parent company financial statements and the part of the Directors’ Remuneration Report to be audited.
Opinion
In our opinion:
• the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice,
of the state of the Company’s affairs as at 31 March 2009;
• the parent company financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in
accordance with the Companies Act 1985; and
• the information given in the Report of the Directors is consistent with the parent company financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London
17 July 2009
80 www.creston.com

Company balance sheet
as at 31 March 2009
Fixed assets
Tangible fixed assets 4 457 570
Investments 5 150,574 146,867
151,031 147,437
Current assets
Debtors 6 998 2,751
Deferred tax asset 10 189 593
Creditors: amounts falling due within one year 7 (41,358) (28,165)
Net current liabilities (40,171) (24,821)
Total assets less current liabilities 110,860 122,616
Creditors: amounts falling due after more than one year 8 (14,487) (30,956)
Net assets 96,373 91,660
Capital and reserves
Called up share capital 12 5,576 5,576
Own shares held 12 (126) (233)
Share premium account 12 33,345 33,345
Special reserve 13 2,385 2,385
Other reserve 13 28,365 28,365
Capital redemption reserve 13 72 72
Shares to be issued 13 2,706 2,445
Profit and loss account 13 24,050 19,705
Total shareholders’ funds 96,373 91,660
The financial statements, which comprise the Company balance sheet and related notes, were approved by the Board of Directors on 17 July 2009.
Barrie Brien
Chief Operating and Financial Officer
Note
2009
£’000
2008
£’000
Annual Report and Accounts 2009 81

Notes to the Creston plc Company accounts
1 Accounting policies
The principal accounting policies of the Company are set out below. The policies have remained unchanged from the previous year.
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with United Kingdom applicable accounting standards and
those parts of the Companies Act 1985 which are applicable to companies reporting under UK GAAP.
Share-based payment transactions
In accordance with FRS 20, certain payments made to employees in respect of earn-out arrangements are required to be treated as remuneration
within the income statement over the relating vesting period. These amounts are required to be charged to the income statement.
The Group has applied the requirements of FRS 20, share-based payments. In accordance with the transitional provisions, FRS 20 has been applied
to all grants of equity instruments after 7 November 2002 that were unvested as of 1 January 2005.
The Group issues equity-settled and cash-settled share-based payments to certain employees. Equity-settled share-based payments are measured at
fair value 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 Company’s estimate of the number of shares that will eventually vest.
Fair value is measured by use of a Black Scholes model on the grounds that there are no market-related vesting conditions. 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. Details of the risk-free rate and dividend yield used to underpin these assumptions are included in note 27 of the consolidated financial
statements. Market price on any given day is obtained from external publicly available sources.
A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each balance sheet date for
cash-settled share-based payments. Over the vesting period, where re-measurements materialise, differences are taken to the income statement.
The share-based plans are subject to performance criteria and continued employment. These are assessed on an annual basis. Further details of
share options are included in note 26 of the consolidated financial statements.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the Company an obligation to pay more tax in the future,
or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that
they will be recovered. Deferred tax is measured using rates of tax that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less the estimated residual value of each asset evenly over
its expected useful economic life, as follows:
Leasehold property Period of the lease
Fixtures, fittings and equipment Three – ten years
Deferred consideration
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash, shares or other securities at a
future date, depends on uncertain future events such as the future performance of the acquired company. Where it is not possible to estimate the
amounts payable with any degree of certainty, the amounts recognised in the financial statements represent a reasonable estimate at the balance sheet
date of the amounts expected to be paid. The deferred consideration is discounted to fair value. The difference between the fair value of the liabilities
and the actual amounts payable are charged to the profit and loss account as notional finance costs (calculated at the annual rate of 3.6 per cent) over
the life of the associated liability based on the weighted average rate appropriate to the expected settlement.
Where the agreement gives rise to an obligation that is settled by the delivery of a variable number of shares to meet a monetary defined liability,
these amounts are disclosed as debt.
Foreign currencies
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.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at fair value, net of direct issue costs. Finance charges, including premiums payable on settlement
or redemption and direct issue costs, are accounted for on an accrual basis to the profit and loss account using 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.
Investments
Fixed asset investments are stated at cost less provision for any impairment in value.
Lease commitments
Rental costs under operating leases are charged to the profit and loss account as incurred.
82 www.creston.com

2 Profit before taxation
Profit before taxation is after:
Auditors’ remuneration 88 126
Depreciation – owned assets 202 196
Operating lease rentals – property 192 81
Auditors’ remuneration may be analysed as follows:
External audit services – fees payable for the audit of the parent company and consolidated accounts 48 38
Non-audit services
Tax services
Advisory services 15 80
Other services 25 8
88 126
3 Staff costs
Wages and salaries 1,784 1,912
Social security costs 165 161
Share-based payments 797 562
2,746 2,635
The average number of employees of the Company was 12 (2008: 9).
4 Tangible fixed assets
Leasehold
property
£’000
2009
£’000
2009
£’000
2009
£’000
Fixtures, fittings
and equipment
£’000
Cost
At 1 April 2008 18 1,024 1,042
Additions – 89 89
Disposals – (116) (116)
At 31 March 2009 18 997 1,015
Depreciation
At 1 April 2008 17 455 472
Charge for the year 1 201 202
Disposals – (116) (116)
At 31 March 2009 18 540 558
Net book amount
At 31 March 2009 – 457 457
At 31 March 2008 1 569 570
2008
£’000
2008
£’000
2008
£’000
Total
£’000
Annual Report and Accounts 2009 83

Notes to the Creston plc Company accounts
continued
5 Investments
Shares in
subsidiary
undertakings
£’000
Cost
At 1 April 2008 146,867
Additions and adjustments to consideration 3,707
At 31 March 2009 150,574
Net book amount
At 31 March 2009 150,574
At 31 March 2008 146,867
The adjustment to consideration relates to a change in the deferred consideration of completed acquisitions under the terms of the relevant sale and
purchase agreements.
A full list of subsidiary undertakings are detailed in the Group accounts on page 66.
6 Debtors
Amounts due from Group undertakings 787 1,503
Prepayments and accrued income 99 232
Other debtors 112 1,016
998 2,751
Other debtors include an amount of £nil (2008: £935,000) which relates to an estimate of amounts recoverable from vendors in accordance with the
respective sale and purchase agreement. Amounts owed by Group undertakings are unsecured, interest free and repayable on demand.
7 Creditors – Amounts falling due within one year
Bank overdraft and revolving credit facility 17,596 7,433
Trade creditors 129 56
Amounts owed to Group undertakings 1,390 2,184
Corporation tax 502 75
Social security and other taxes 812 1,087
Accruals and deferred income 1,471 1,459
Other creditors 108 109
Acquisition loan notes 23 1,432
Acquisition deferred consideration 16,527 11,573
Bank loan 2,800 2,757
41,358 28,165
8 Creditors – Amounts falling due after more than one year
Amounts due to Group undertakings – 1,217
Acquisition deferred consideration 2,887 15,339
Bank loan 11,600 14,400
14,487 30,956
Amounts owed to Group undertakings are unsecured, interest free and repayable on demand.
84 www.creston.com
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000

9 Borrowings
Bank overdraft and revolving credit facility 17,596 7,433
Bank loans 14,400 17,157
Loan notes 23 1,432
32,019 26,022
Due within one year or on demand 20,419 11,622
Due in more than one year but not more than two years 11,600 2,800
Due in more than two years but not more than five years – 11,600
32,019 26,022
10 Deferred taxation
The deferred taxation asset of £189,000 (2008: £593,000) recognised in the financial statements is set out below:
Accelerated capital allowances – (13)
Share-based payments 189 606
189 593
The movement in the year is analysed as follows:
As at 1 April 593 566
Profit and loss account (404) 27
As at 31 March 189 593
11 Operating lease commitments
As at 31 March 2009, the Company had annual commitments under non-cancellable operating leases expiring as follows:
2009
£’000
2009
£’000
2009
£’000
2008
£’000
2008
£’000
2008
£’000
2009 2008
Land and
buildings
£’000
Land and
buildings
£’000
In one year or less 42 55
12 Share capital, own shares and share premium
The movements on these items are disclosed within the consolidated statement of changes in equity within the consolidated financial statements.
Annual Report and Accounts 2009 85

Notes to the Creston plc Company accounts
continued
13 Statement of movements on reserves
86 www.creston.com
Shares to be
issued
£’000
Special reserve
£’000
Other reserve
£’000
Capital
redemption
reserve
£’000
Profit
and loss
account
£’000
At 1 April 2008 2,445 2,385 28,365 72 19,705
Profit for the year – – – – 5,406
Loss on Treasury scheme/employee benefit trust – – – – (74)
Gain on treasury scheme/employee benefit trust – – – – 13
Fair value adjustment of own shares – – – – 325
Credit for share-based incentive scheme 656 – – – –
Exercise of share award (355) – – – –
Transfer of lapsed option costs (40) – – – 40
Dividends – – – – (1,365)
At 31 March 2009 2,706 2,385 28,365 72 24,050
14 Profit for the year
As permitted by Section 230 of the Companies Act 1985, the Company has not presented its own profit and loss account. The profit for the financial
year relating to the Company amounted to £5,406,000 (2008: £7,710,000).
15 Related party transactions
Mr D C Marshall is a Director of City Group P.L.C. and Western Selection P.L.C. which held 3,000,000 Ordinary Shares at 31 March 2009. During
the year, total fees of £65,143 (2008: £57,986) were paid to City Group P.L.C., £35,143 (2008: £27,986) for the provision of secretarial services and
assistance on the acquisitions and £30,000 (2008: £30,000) for the services of Mr D C Marshall.

Financial Glossary
Term used Description
CAGR Compound Annual Growth Rate
Cash conversion Ratio of operating cash flow to Headline PBIT
CML CML Research Limited
DEPS Diluted earnings per share
DLKW Face Communications Limited and its subsidiaries
EBITDA Profit before finance costs, finance income, taxation, depreciation and amortisation
EMO EMO Group Limited and its subsidiaries
EPS Basic earnings per share
Free Cash Flow
Operating cash flow having deducted taxation, net finance income/(cost), income from
financial assets and capital expenditure
Gearing Ratio of total net debt to equity
Headline Reported figures adjusted for:
1. Notional finance costs on future deferred consideration payments
2. Future acquisition payments due to employees deemed as remuneration
3. Deferred tax on the above items
4. Costs of the US office (2008 only)
5. Restructuring costs
6. TRA Asia investment impairment
7. Advisor fees on aborted offer
ICM ICM Research Limited and its subsidiaries
Like-for-like A comparison of the current year performance (including acquisitions from the relevant
date of completion) compared to prior year performance adjusted to include the results of
acquisitions
for the commensurate period in the prior year
LTIP Long Term Incentive Plan
MICP Management Incentive Compensation Plan
MSL Marketing Sciences Limited
Net debt Net debt consists of borrowings less liquid resources
NBC Nelson Bostock Communications Limited
Operating company Trading subsidiaries of Creston plc
Operating margin Ratio of PBIT to revenue
PAN PAN Advertising Limited and its subsidiaries
PAT Profit after taxation
PBIT Profit before finance income, finance costs, income from financial assets and taxation
PBIT per head PBIT per average full-time equivalent employee
PBT Profit before taxation
RDC Red Door Communications Limited
Revenue per head Revenue per average full-time equivalent employee
SAYE Save As You Earn
TMW Tullo Marshall Warren Limited
Total net debt Net debt together with the Group’s provisions for deferred consideration
TRA The Real Adventure Marketing Communications Limited
TSR Total shareholder return
Annual Report and Accounts 2009 87

Notice of Annual General Meeting
Notice is hereby given that the eighty first Annual General Meeting of Creston plc (the ‘Company’) will be held at the offices of Olswang LLP at
90 High Holborn, London WC1V 6XX on 2 September 2009 at 12 noon. You will be asked to consider and, if thought fit, pass the resolutions
below. Resolutions 1 to 7 (inclusive) will be proposed as ordinary resolutions and resolutions 8 to 11 (inclusive) will be proposed as special resolutions.
Ordinary business
1. To receive, approve and adopt the Company’s Annual Report and Accounts for the financial year ended 31 March 2009, together with the
Report of the Directors and the Auditors’ Report on those accounts.
2. To receive the Directors’ Remuneration Report for the financial year ended 31 March 2009.
3. To re-elect David Marshall as a Director.
4. To re-elect Andrew Dougal as a Director.
5. To reappoint PricewaterhouseCoopers LLP as auditors to hold office from the conclusion of this meeting until the conclusion of the next general
meeting of the Company at which accounts are laid.
6. To authorise the Directors to determine the remuneration of the Auditors.
Special business
7. That the Directors be generally and unconditionally authorised under section 80 of the Companies Act 1985 (the ‘1985 Act’) to exercise
all the powers of the Company to allot relevant securities (as defined in that section):
7.1 up to an aggregate nominal amount of £2,044,578; and
7.2 comprising equity securities (as defined in section 94 of the 1985 Act), up to an aggregate nominal amount of £4,089,156 (including
within such limit any relevant securities issued under paragraph 7.1 above) in connection with an offer by way of a rights issue to:
88 www.creston.com
7.2.1 ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and
7.2.2 holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary as
permitted by the rights of those securities,
but subject to such exclusions and other arrangements as the Directors may consider necessary or appropriate in relation to fractional
entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the
requirements of any regulatory body or stock exchange) or any other matter; and
7.3 such authorities shall expire (unless previously revoked by the Company) at the conclusion of the Annual General Meeting of the Company
in 2010 or, if earlier, 15 months from the date of the Annual General Meeting at which this resolution is passed and, in each case, during this
period the Company may make an offer or agreement which would or might require relevant securities to be allotted after the authority
has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement notwithstanding that this authority
has expired; and
7.4 all previous authorities to allot relevant securities, to the extent unused, shall be revoked.
8. That subject to the passing of resolution 7, the Directors shall have the power under section 95 of the 1985 Act to allot equity securities
(as defined in section 94 of the 1985 Act) for cash under the authority conferred by resolution 7 as if section 89(1) of the 1985 Act did
not apply to the allotment and this power shall be limited to:
8.1 the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under paragraph
7.2 of resolution 7, by way of a rights issue only) to:
8.1.1 ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and
8.1.2 holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary as
permitted by the rights of those securities,
but subject to such exclusions and other arrangements as the Directors may consider necessary or appropriate in relation to fractional
entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the
requirements of any regulatory body or stock exchange) or any other matter; and
8.2 the allotment (otherwise than under paragraph 8.1) of equity securities up to an aggregate nominal amount of £306,687, being 5 per cent
of the issued share capital; and
8.3 this power shall cease to have effect when the authority given by resolution 7 is revoked or expires but during this period the Company
may make an offer or agreement which would or might require equity securities to be allotted after this authority expires and the Directors
may allot equity securities in pursuance of that offer or agreement notwithstanding that the authority has expired; and
8.4 this power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 94(3A) of the 1985 Act
as if the words “under the authority conferred by resolution 7“ were omitted from the introductory wording to this resolution 8.
9. That the Company be, and it is hereby, generally and unconditionally authorised for the purpose of section 166 of the 1985 Act to make one
or more market purchases (within the meaning of section 163(3) of the 1985 Act) of Ordinary Shares of 10 pence each in the capital of the
Company upon such terms and in such manner as the Directors of the Company shall determine, provided that:

9.1 the maximum aggregate number of Ordinary Shares authorised to be purchased is 6,133,733 (representing 10 per cent of the issued share
capital of the Company);
9.2 the minimum price which may be paid for such Ordinary Shares is 10 pence per share (exclusive of expenses);
9.3 the maximum price (exclusive of expenses) which may be paid for an Ordinary Share cannot be more than an amount equal to the
higher of:
9.3.1 an amount equal to 105 per cent of the average of the closing middle market price for an Ordinary Share as derived from the
London Stock Exchange Daily Official List for the five business days immediately prior to the day the purchase is made; and
9.3.2 an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent
bid for an Ordinary Share as derived from the trading venue or venues where the purchase is carried out.
9.4 unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the next Annual General
Meeting of the Company to be held in 2010 or 15 months from the date of the Annual General Meeting at which this resolution is passed,
whichever is the earlier; and
9.5 the Company may make a contract or contracts to purchase Ordinary Shares under this authority prior to the expiry of such authority
which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary Shares in pursuance
of any such contract or contracts.
10. That the Articles of Association of the Company be amended by deleting the existing Articles 31 and 39 and replacing them with the following
new Articles 31 and 39:
31. Other general meetings
Other general meetings may be convened:
31.1 by the Board whenever it thinks fit and shall be convened by the Board on a request by members in accordance with the Statutes;
31.2 by the members in accordance with the Statutes; or
31.3 in accordance with Article 91.”
39. Period of notice
39.1 Save as permitted or provided by the Statutes, a general meeting must be called by notice of at least 21 clear days in the case of an
Annual General Meeting and of at least 14 clear days in the case of any other general meeting.”
11. That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days’ notice.
17 July 2009
By order of the Board
City Group P.L.C.
Company Secretary
Registered Office:
30 City Road,
London
EC1Y 2AG
Registered in England and Wales No. 210505
Annual Report and Accounts 2009 89

Notice of Annual General Meeting
continued
Notes
1 Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than
one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A
proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not
have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company’s Registrars, Proxy Department, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU.
2 To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU no later than 12 noon on 31 August 2009.
3 The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the
Annual General Meeting and voting in person if he/she wishes to do so.
4 Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an
agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
5 The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in
these paragraphs can only be exercised by shareholders of the Company.
6 To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in
the register of members of the Company at 12 noon on 31 August 2009 (or, in the event of any adjournment, 12 noon on the date which is two days before the time of the
adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
7 As at 17 July 2009 (being the last business day prior to the publication of this Notice) the Company’s issued share capital consists of 61,337,338 Ordinary Shares, carrying one vote
each. The Company holds 52,383 Ordinary Shares in treasury and is not permitted to exercise voting rights in respect of these shares. Therefore, the total voting rights in the
Company as at 17 July 2009 are 61,284,955.
8 Shareholders may vote electronically by logging onto www.capitashareportal.com. If you have not previously registered to use this service you will need your investor code which
can be found on the enclosed proxy form. Once registration has been completed the proxy voting option will be activated.
9 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST
Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly
authenticated in accordance with the specifications of Euroclear UK & Ireland Limited, (the operator of the CREST system), and must contain the information required for such
instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a
previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 12 noon on 1 September 2009. For this purpose, the
time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to
the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK and Ireland Limited does not make available special
procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider,
to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by
any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
10 The following documents will be available for inspection at the Company’s registered office at 30 City Road, London EC1Y 2AG from the date of this Notice until the time of the
Annual General Meeting and at the Annual General Meeting from 15 minutes before the Annual General Meeting until it ends:
11 Copies of the Executive Directors’ service contracts.
12 Copies of letters of appointment of the Non-Executive Directors.
13 A copy of the existing Articles of Association marked to show the changes being proposed in resolution 10.
90 www.creston.com

Visit our website
If you would like more information about Creston plc and the services offered by our
Group companies, please visit our website www.creston.com. Here you will be able to
obtain all the latest news as well as links to the websites of each of our Group companies.
Published by Black Sun Plc
Photography by Spike Liseiko
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Creston plc
16 Charles II Street
London
SW1Y 4QU
Tel: 020 7930 9757
Fax: 020 7930 8727
Web: www.creston.com