2009
Report & Accounts for the year ending May 2009
Haynes Publishing Group P .L.C.
ANNUAL
REPORT 2009   Haynes Worldwide 
Head Office 
Haynes Publishing Group P.L.C. 
Sparkford, Yeovil, Somerset  BA22 7JJ, England
Telephone: 01963 440635
Fax: 01963 440825
E-mail: info@haynes.co.uk
Website: www.haynes.co.uk/investor
International Telephone: +44 1963 440635
Fax: +44 1963 440825
Sales Contact Information
Telephone: 01963 442030
Fax: 01963 440001
E-mail: sales@haynes.co.uk
Online Sales: www.haynes.co.uk
UK and European Offices
Haynes Publishing 
Sparkford, Yeovil, Somerset  BA22 7JJ, England
Telephone: 01963 442030
Fax: 01963 440001
E-mail: sales@haynes.co.uk
Website: www.haynes.co.uk
Haynes Publishing Nordiska AB
Box 1504, 751 45 Uppsala, Sweden
Telephone: +46 18 124016
Fax: +46 18 102803
E-mail: haynes.nordiska@telia.com
Website: www.haynes.se
Vivid Automotive Data & Media B.V.
Koningsweg 29a
NL – 3762 EA SOEST, Holland
Telephone: +31 (35) 603 6270
Fax: +31 (35) 602 7597
E-mail: info@vivid-europe.com
Website: www.vivid.nl
American and Australian Offices
Haynes Manuals Inc.
861 Lawrence Drive, Newbury Park  
CA 91320, United States of America
Telephone: (805) 498-6703
Fax: (805) 498-2867
E-mail: sales@haynes.com
Website: www.haynes.com
Haynes Manuals Inc.
63 Fairford Road, Padstow  NSW 2211, Australia
Telephone: 61 2 8713 1400
Fax: 61 2 9708 3070
E-mail: sales@haynes.com.au
Website: www.haynes.com Corporate Statement  4
Financial Highlights  5
Five Year Summary of Key Financial Performance  6
Chairman’s Statement  8
Group Chief Executive’s Review  10
Group Board Directors and Advisers  16 
Group Board Executive Director Biographies  17
Group Board Non-Executive Director Biographies  18 
Report of the Directors  19
Corporate Governance  23
Board Report on Remuneration  28 
Statement of Directors’ Responsibilities  34
Independent Auditor’s Report 35
Consolidated Income Statement  37
Consolidated Statement of Recognised Income and Expense  38
Consolidated Balance Sheet  39
Consolidated Cash Flow Statement  40
Notes to the Consolidated Financial Statements  41
Company Balance Sheet  71
Notes to the Company Accounts  72
Financial Calendar, Analysis of Shareholders 
and Share Registrars  79
Haynes Worldwide Sales Offices  Facing this page
Contents Haynes Publishing Group P .L.C. is the worldwide market leader in the 
production and sale of automotive and motorcycle repair manuals.
Every Haynes manual is based on a complete vehicle strip-down and 
rebuild in our workshops, so that the instructions to our customers 
are inherently practical and easy to follow.
Through its Dutch subsidiary Vivid Holding BV, the Haynes Group  
has become a leading European supplier of digital technical 
information to the motor trade, thereby broadening the Group’s 
business to include professional as well as DIY mechanics  
and enthusiasts.
The Group publishes many other DIY titles as well as an extensive 
array of books about motor sport, vehicles and general transport.
Corporate Headquarters
Haynes Publishing Group P.L.C.
Sparkford, Yeovil, Somerset BA22 7JJ England
Telephone: 01963 440635 (International: +44 1963 440635)
Fax: 01963 440825 (International: +44 1963 440825)
Corporate Statement
4 4 • Group revenue of £35.3 million     
 (2008: £31.1 million)
• Group operating profit of £7.6 million  
 (2008: £7.0 million)
• Group pre-tax profit of £7.1 million  
 (2008: £7.1 million)
• North America & Australia segmental operating profits of 
 £5.1 million ($8.4 million) 
 (2008: £5.5 million, $11.0 million)
• UK and Europe segmental operating profits on continuing   
 operations of £2.2 million 
 (2008: £1.3 million)
• Basic earnings per share of 29.4 pence 
 (2008: 30.8 pence)
• Net funds of £1.4 million 
 (2008: £0.2 million)
• Total dividend per share for the year of 15.5 pence 
 (2008: 15.5 pence)
Financial Highlights  
for the year ended 
31 May 2009 
5 6
Five Year Summary of Key 
Financial Performance
[1] Figures for 2006 to 2009 relate to the Groups continuing activities
6
08
31.1
31 May
Profit before tax £ million
[1]
08
7.1
31 May
Operating profit £ million
 [1]
08
7.0
31 May
Turnover £ million
 [1]
2009
35.3
04 05
36.4
06
30.6
07
29.2
05
9.4
06
8.9
07
7.2
05
9.2
06
8.5
07
7.1
7.6
2009 2009
7.1 2009
31 May
Dividends per share pence
31 May
Basic earnings per share pence
[1]
7
08
30.8
08
15.5
31 May
Net funds £ million
05
36.4
06
35.2
07
31.6
05
14.5
06
15.5
07
15.5
08 05 06 07
1.4
0.2
1.8
3.1
6.5
2009
29.4
2009
15.5
© Haynes Publishing 1973 Chairman’s Statement
8
Chairman’s Statement 
The twelve months to 31 May 2009 have encompassed some of the 
most extraordinary global economic conditions in the Group’s forty-
nine year history. The crisis in the global financial markets towards the 
latter part of 2008 and the ensuing economic downturn have been 
well documented and have led to an extremely challenging business 
environment. Nevertheless, the benefits from our acquisitions last year 
and in particular, the acquisition of the Vivid Group, have helped the 
Haynes Group to increase revenue and maintain profits during this 
difficult period. 
During the first six months of our financial year we experienced a year-
on-year increase in revenue of 14% as the effect of the Vivid acquisition 
and a weaker Sterling against the US Dollar benefited the Group. Also 
during this period we felt the impact of lower replenishment of our core 
products as retailers reduced borrowings in response to the tightening credit markets and consumer 
sentiment moved from a spending to a saving mode. Trading during our third quarter followed a similar 
pattern although stronger trading in both our key geographical markets in the US and UK towards the 
end of the fourth quarter helped mitigate some of the shortfall experienced in the first three quarters. 
Notwithstanding the challenging economic conditions, the Haynes Group continues to strengthen its 
financial position and generate strong cash flows. Last year the Group incurred expenditure of £7.0 
million on two key strategic acquisitions (Vivid Holding BV and Bookworks Pty) and invested £2.0 
million in tangible assets. This year, the US business has invested £1.8 million ($3.0 million) in a new 
binding line for its print facility in Nashville. In total this represents over £10.5 million of non-trading 
expenditure in less than 24 months and led to net borrowings of £1.4 million at the half 
year. Nevertheless, at that time, the Board was confident that the Group would return 
to a positive net cash position during the early part of our next financial year. Therefore, 
it is particularly satisfying to report that the Group is ahead of schedule in this regards, 
ending the financial year with surplus net cash of £1.4 million. 
Results summary
Following the impact of a full year from Vivid which increased Group revenue by £3.2 
million and a weaker Sterling against the US Dollar which increased Group revenue 
by £3.5 million, Group revenue ended the year at £35.3 million, 14% up on the prior 
year (2008: £31.1 million). However, the benefits of the higher revenue have been 
partially offset by the lower manual sales in the US and the UK as retailers 
continue to reduce inventory levels. The net impact of the above factors led 
to Group operating profit ending the year up 9% at £7.6 million  
(2008: £7.0 million). 
With net bank interest payable of £0.1 million, following the financing of last 
year’s acquisitions, higher capital expenditure in the US and Australia and 
a net finance charge of £0.4 million on the Group’s pension scheme assets 
and liabilities, Group pre-tax profits ended the period in line with last year at 
£7.1 million (2008: £7.1 million).
The Group’s effective tax rate for the year, on attributable profits, was 32% 
(2008: 29%), reflecting a change in mix of geographical profits and leading 
to a basic earnings per share of 29.4 pence (2008: 30.8 pence).  
 
Structure 
On 27 February 2009, the Group disposed of its UK printing operation to a local company, JF Print 
Limited, helping to secure the jobs of the 45 employees. The print operation, which made a loss of 
£0.6 million last year, was sold for £0.4 million. Following the disposal, the Group’s remaining printing 
operations have been centralised in the US, where UK & European automotive manuals are  
already printed. 
The above disposal forms part of a series of measures undertaken over the last few years to improve 
the efficiency of the UK and European operations. 9
Chairman’s Statement (continued)
The Board
In January 2009, David Suter and Panton Corbett, two of our non-executive directors, retired after 19 and 16 
years of service respectively. I would very much like to thank both David and Panton for their dedicated and 
loyal service to the Company and on behalf of my fellow directors wish them a very happy retirement. 
Following the above retirements, Eddie Bell has been appointed the Senior Independent Director and also 
takes over the Chairmanship of the Remuneration and Nomination Committee, while Andrew Garner takes 
over as Chairman of the Audit Committee. We are indeed fortunate to have such experienced replacements 
and I wish both Eddie and Andrew success in their expanded roles.
Dividends 
Following £7.0 million of cash outflow on acquisitions during 2008 and high capital expenditure 
programmes in both 2007/8 and the first half of 2008/9, the Group moved into a net debt position at the 
half year. At that time, despite the Board’s optimism over the Group’s future trading prospects, it was felt 
there was still a high degree of uncertainty in the market place which could impact on our second half 
trading and accordingly, the Board took a prudent approach, reducing the interim dividend to 4.0 pence 
(2008: 5.0 pence). Six months down the line the Group is able to report it is once again cash positive and 
our capital expenditure for the forthcoming year is anticipated to return to more normal levels. Despite 
recent improvements in stock markets around the world, we have yet to see any sustained improvement 
in trading conditions in our main markets. Nevertheless,  we remain confident in the Group’s ability to 
deliver future profit growth. For this reason, the Board is recommending a final dividend of 11.5 pence 
per share, which maintains the total dividend for the year in line with last year at 15.5 pence (2008: 15.5 
pence). Subject to final approval by shareholders, the final dividend will be paid on 29 October 2009 to 
shareholders on the register at the close of business on 2 October 2009. The shares will be declared ex-
dividend on 30 September 2009.
Staff
On behalf of the Board I would like to thank all our staff for their tireless efforts and commitment during 
the past 12 months. Unfortunately, current economic indicators point to the coming year being equally as 
challenging. However, the Board takes confidence that it has a dedicated and capable work force which is 
well placed to help grow the business and accept new challenges as they arise.
Future prospects
The addition last year of Vivid Holdings to the Haynes Group brought with it not just a business that was 
successful in its own right, but also the technical expertise to produce electronically delivered products. 
Clearly we see this additional capability not only producing growth in the Vivid business but the application 
of Vivid technology to the Haynes product offering should open up growth opportunities in the core 
Haynes business.
Millions of motorists every year acknowledge that it is still possible to save considerable expense by 
performing maintenance and repair work on their vehicles using a Haynes Manual. There is no doubt that 
levels of DIY activity have once again increased in this very difficult environment, but so far the benefits 
have been offset by reduced car sales and inventory reductions by our customers. We do believe though 
that more motorists will turn to our manuals as they seek to save on the expense of running their cars  
and motorcycles.
 
I remain extremely confident that as a result of actions taken to-date and the continued prudent and 
strong leadership by the Haynes management team, the Group is well positioned to take advantage of the 
upturn when it finally arrives.
 
 
John H Haynes, OBE
Executive Chairman
23 September 2009 10
Group Chief Executive’s Review
Business structure
The Haynes Group comprises two geographic operating units.
The European business, headquartered in Sparkford, Somerset has 
subsidiaries in The Netherlands, Italy, Spain, Romania and Sweden. Its 
core business remains the publication of DIY Repair Manuals for Cars and 
Motorcycles, but since the acquisition of Vivid it is also now one of the major 
suppliers of technical information to the professional sector of the automotive 
aftermarket around Europe. All Vivid products are produced and sold in 
electronic formats. The European business also publishes a wide range of titles 
which are practical, instructional and easy to read and aimed at those with an 
interest in motoring and motor sport as well as other transport, aviation, military 
and general DIY related activities. The Group is also able to announce that in 
an association with The Daily Mirror this business also now produces a range 
of high profile titles utilising the Mirror’s photo archive on such topics as The 
Rolling Stones, The Beatles and Manchester United.
The North American business, headquartered near Los Angeles, California publishes DIY Repair Manuals for Cars 
and Motorcycles under the Haynes and Chilton brands, in both the English and Spanish languages. It also has 
a branch operation in Sydney, Australia which publishes similar products under both the Haynes and Gregory’s 
brands. The Australian business also publishes information for the professional market. Following the sale of the 
loss making UK Printing operation, it is anticipated that the North American business will be the producer of all 
Group printed product.
Business overview 
The impact of the ongoing financial crisis was first felt in the Group’s US operation in August 2007, when major 
retail customers began cutting reorder quantities to conserve cash. Six months later we were experiencing similar 
conditions in the UK and Australia. So far, despite a couple of false starts, we have yet to see any indication 
of real recovery. Historically, in recessionary cycles the Group has benefited from increased sales. Yet to-date, 
despite indications of higher consumer DIY activity, the more dominant factors 
have been the impact of sustained and very low inventory levels at retail and 
fewer motorists changing their cars, which is often the trigger point for a new 
manual purchase.
However, due to a combination of the effect of the acquisition of Vivid, 
including the capitalisation of the Vivid software development costs to bring 
in line with Group policy and International Accounting Standards, which 
increased profit by £1.7 million and favourable exchange rate movements, 
the Group is able to report revenues up 14%, operating profit up by 9% 
and pre tax profit in line with last year. We have also significantly improved 
the net cash position, even after allowing for the  
significant investments made in the last 18 months or so.  
We remain confident that as the economy recovers in our major markets we will see a return 
to more normal levels of replenishment by our main customers and that as car sales return to 
higher levels more consumers will need to replace their trusted Haynes Manual. 
As a result of the “early warning” we received in our US business, management was able to 
establish a plan of cash conservation and cost control measures early in the recessionary cycle. 
These measures included a review of our inventory levels and print run strategy, a review of 
working capital policies and a review of head count and overheads. The actions arising from 
these reviews have been, and continue to be, taken in a controlled and measured manner so as 
not to create instability in our businesses. 
The sale of our UK print division in February 2009 was a key strategic move for the Group. The sale not only 
eliminates what was a loss making part of the business but in the process, helps to simplify the UK operations, 
allowing a greater focus on those areas of the business with higher margins. However, this does not signify a 
move away from printed material or from in-house printing. As a business, we recognise there is still a significant 
demand for our manuals in a printed format and we remain committed to our paper product. After a thorough  11
Group Chief Executive’s 
Review (continued)
study conducted by management during the course of the year, we also remain confident in our 
ability to print in-house more cheaply than we can outsource printed material from overseas. Hence, 
the £1.8 million ($3.0 million) of expenditure incurred earlier in the year on a new and significantly 
faster binding line at our US print facility which has increased binding capacity and will provide 
significant printing efficiencies for the Group going forward as will the decision to add significantly to 
our digital printing capabilities in Nashville.
Our experience with the Vivid electronic product has been similar to the above experience in that 
many new projects were placed on hold as the crisis deepened. Once again though, management 
remain confident that we are well placed to resume more normal growth as the recovery begins. 
Operating results overview 
Certain factors which are outside our control have had a significant impact on our reported results for 
the year, the most notable being the weakening of the US Dollar against Sterling during the period. 
Having lived with exchange rates in excess of $1.95 for the whole of the previous financial year, we 
first started to see rates fall during September/October 2008, dropping below the $1.40 
level in March of this year. However, the rate started to creep back up again towards the 
end of our fourth quarter, ending the financial year at $1.61. As a result our average rate 
for the 12 months ending 31 May fell from $2.01 last year to $1.64 this year, a swing of 
18%, increasing the Group’s reportable revenue by £3.5 million and pre-tax profits by 
£0.8 million.
Group revenue increased by 14% to £35.3 million (2008: £31.1 million) boosted 
by the inclusion of a first full year of Vivid and the beneficial impact of exchange 
rates. In North America and Australia, revenue in local currency, was down 10% 
due to the inventory reductions mentioned earlier. However, following the beneficial 
impact of exchange rates, segmental revenue was up 10% at £18.9 million (2008: 
£17.2 million). It was a similar position in the UK, where sales of our core Haynes 
Manuals were impacted by tighter inventory and working capital management by 
key retailers and a weaker general publishing sector, which was characterised by 
heavy discounting and higher returns. The segmental revenue for the UK and European 
operations includes a full year of trading from Vivid, against a three month period last year, 
adding an additional £3.2 million to revenue. As a result revenue in the UK & European 
operations ended the year 18% higher at  
£16.4 million (2008: £13.9 million). 
Gross margins have been affected by a number of factors during the year. On a positive 
note and as previously mentioned, this is the first full year of reporting the results for Vivid 
which, as an established high tech software business, operates with a low asset base and good 
margins. Following the acquisition by Haynes, the accounting treatment for software development 
costs has been brought into line with Group policy and International Accounting Standards ( IAS 
38 ‘Intangible Assets’) whereby the costs of both internal and external qualifying development 
expenditure are capitalised and amortised on a straight line basis over 5 years. Accordingly, the 
inclusion of Vivid for a full year added 340 basis points to the Group’s gross margin. 
Also, whilst the disposal of the loss making UK print operation late into our financial year has had 
only a limited impact on margins during the current year, we do expect a more noticeable benefit to 
accrue to the Group in future years. On the downside, the reduction in sales volumes of core Haynes 
Manuals in both the US and the UK coupled with consolidation in the supply chain of our principal 
raw material, increasing raw material costs, has had a negative impact on the Group’s margins. The 
overall net impact has been to increase gross margin for the year to 62.1% (2008: 61.3%).
Trading overheads increased by £2.3 million in the course of the year, with the impact of exchange 
on the US numbers, inflating overhead costs by £1.4 million and the inclusion of Vivid for a full 
year adding £1.1 million of overhead cost. Overall, there has been a net decrease in the underlying 
overheads of £0.2 million.
The net impact of the above factors left Group operating profit up 9% at £7.6 million (2008: £7.0 million). During the year, the impact of the global economic downturn led to a lower return on our pension 
scheme assets and a higher charge on our pension scheme liabilities; as a result the net finance 
cost arising from our two defined benefit schemes was £0.4 million. This coupled with net bank 
interest payable of £0.1 million, following last year’s acquisitions and higher capital expenditure in the 
US and Australia led to a net finance cost of £0.5 million.
 
The net impact of the above is that pre-tax profits ended the year in line with last year at £7.1 million 
(2008: £7.1 million).
Segmental overview 
North America and Australia
The pace of inventory reductions by retailers actually accelerated during the course of the year with 
the result that, in local currency, revenue from the North American and Australian operations fell by 
10% to $31.0 million (2008: $34.6 million). Fortunately, we were able to offset some of this impact by 
increasing our selling prices at the end of last year. 
The Chairman has already mentioned the fact that we have yet to see improvements 
in trading conditions with our main retail customers. There has been much discussion 
in recent weeks concerning the absence of the development of growth in top line 
revenue not only among retailers but also among a wide variety of companies across 
the United States. Our own experience remains that customers for our core product 
continue to be focussed on the reduction of inventories and maintaining them at very 
low levels. As an example, knowing that there would be a negative impact on their 
sales, one of our major customers recently took the decision to reduce on hand 
quantities in stores from two per title to one, clearly this had a significant impact on 
replenishment orders.
In the US, we have expanded our advertising and continue to focus on the fact that 
DIY can save money. We also teamed up with the Car Care Council to promote 
National Car Care month. We continue to promote the cost saving benefits of 
owning a Haynes manual. 
Experience in Australia has been a virtual mirror image of that in the US except that it 
occurred somewhat later.
Reduced segmental operating profits for North America and Australia in local currency (down 
24% at $8.4 million (2008: $11.0 million) were partially offset by positive exchange rate 
movements.  As a result, reportable segmental operating profits ended the year 7% lower at 
£5.1 million (2008: £5.5 million).
United Kingdom and Europe
•   Automotive
In the UK, similar inventory reduction programmes by retailers impacted sales of Haynes manuals 
although the effect of the customer de-stocking was partially offset by price increases in the second 
quarter. Overall sales revenue from Haynes Manuals ended the year 8% down on the prior year.
In Sweden, similar market conditions were compounded by the relocation of a major customer 
which led to the suspension of ordering for several months. As a result, sales in Sweden ended the 
year down 22% on the prior year. 
On the electronic side of the business, Vivid released two new products during the year. Firstly, 
Vivid Workshop Organiser, a management tool to help garages organise and run their workshops 
more efficiently and secondly, the ground breaking Vivid Cars Electronic Data (also known as Vivid 
Electronics Smart Assistant). This new module allows independent workshops to diagnose and 
repair modern car electronics quickly and effectively by allowing mechanics to conduct an intelligent, 
step-by-step diagnosis using a vast database of smart diagrams containing only the components 
relevant to each stage of the diagnosis. 
 
The initial feedback on this exciting new technology has been very positive and is a further example 
of the electronic expertise brought into the Group following the acquisition of Vivid.
12
Group Chief Executive’s 
Review (continued) 13
•   General Publishing
Revenue in the Haynes Book division ended the year 8% down on the prior year, which is a credible 
performance given the difficult economic backdrop. The publishing sector has suffered from higher 
levels of returns and we were no exception, seeing returns from retailers increasing by 20% over 
the prior year. The market has also experienced unusually high volumes of heavily deep discounted 
stock, as publishers seek to reduce inventory levels and turn old idle stock into cash. Nevertheless, 
despite these difficult trading conditions we have seen strong sales of the new RAF titles, the Spitfire 
Manual and the Lancaster Manual, both of which finished in the divisions top 5 selling titles. Also, in 
March 2009, one of our titles Regga: The Extraordinary Two Lives of Clay Regazzoni by Christopher 
Hilton won the prestigious Best Biography at the British Sports Book Awards, sponsored by the 
Times. This is the first time one of our titles has won the prestigious award and with four of our other 
titles also nominated for other awards, this is a strong indicator as to the strength in depth of the 
divisions publishing programme. One of the titles nominated in the Best Illustrated Book category 
‘When Football was Football’ was one of two titles published for the 2008 Christmas market in 
partnership with The Daily Mirror. Under the new arrangement, Haynes has a license to research the 
extensive picture library of The Daily Mirror to produce a series of highly illustrated titles using the 
photographic and written archives of the Daily Mirror. Further titles with a wide audience appeal are 
scheduled for the coming year.
The Haynes licensing programme has now firmly established itself as an integral part of the UK 
business. Whilst not large in revenue or contribution terms, this division brings to the Group 
extremely valuable exposure to markets and partners that it would not be easy to replicate 
with our more traditional products and is an extremely useful source of new product ideas and 
initiatives.  
As a result of the above, coupled with a full year of Vivid reporting, UK & European segmental 
profits increased to £2.2 million (2008: £1.3 million). 
 
Taxation
The charge to taxation on continuing operations for the year was £2.3 million (2008: £2.0 
million) giving an effective tax rate of 32% (2008: 29%). The increase in the effective rate 
reflects the higher proportion of profits generated from overseas operations where the 
corporate tax rates are higher than in the UK.
Net debt, working capital and cash flows
Following the acquisition of Vivid Holding BV in February 2008 for a total cash consideration of £6.2 
million, we started the year with net cash of £0.2 million. However, with a weak second quarter’s 
trading, coupled with the installation of the new binding line in the US, for a cost of £1.8 million 
($3.0 million), we were reporting a net debt position of £1.4 million at the half year. Early in the 
recessionary cycle, management identified the pay down of the Group’s net debt as a key driver 
for the business and initiatives were put in place to help facilitate this. These initiatives together with 
stronger second half trading, albeit still behind last year, and the sale of our UK print operation at 
the end of our third quarter for £0.4 million resulted in the Group closing the year with a net cash 
position of a positive £1.4 million. 
The conversion of profit into cash is a key factor for any business and during the year the cash 
generated before tax was £9.3 million (2008: £7.0 million) and represented 123% of Group operating 
profit (2008: 100%). 
We continue to closely monitor and manage our working capital and introduced a number of 
measures during the year to reduce our physical inventory. This included a review of first print run 
sizes, initiatives to more quickly identify and clear down slow moving stocks and a review of our 
general publishing reprint strategy given the advances in digital short-run printing technology. Whilst 
we will not see the benefit from all of these initiatives immediately, management is confident that 
through the actions and decisions taken to-date, physical inventory levels can be reduced in the 
short to medium term. In fact, despite the additional stock from our new title programmes, inventory 
levels are already 0.3 million units lower than at this time last year. From a monetary perspective, the 
Group Chief Executive’s 
Review (continued) 14
efforts we are making with regards working capital has been somewhat masked by the impact of 
exchange, which for inventories has increased the balance sheet value by £1.1 million and for trade 
receivables by £1.7 million. 
Treasury management & procedures
The Group’s funding policies are designed to reduce and minimise financial risk and ensure sufficient 
liquidity for the Group’s future needs. The Group maintains a regular dialogue with its banking 
partners to ensure the Group has appropriate committed and uncommitted facilities to support the 
Group’s commercial activities and growth strategy. Strict controls are maintained over all treasury 
transactions including dual signatories and appropriate authorisation limits. The Group’s principal 
financial instruments comprise overdrafts, lease financing arrangements and cash. The main purpose 
of these instruments is to finance the Group’s working capital requirements as well as funding its 
capital expenditure programmes. No trading in financial instruments is undertaken. 
Foreign exchange
The Group’s main currency exposure is derived from trading transactions between Group operating 
units and with our global customer base. Approximately 47% (2008: 48%) of the Group’s revenue 
streams are generated in US Dollars, 32% (2008: 38%) in Sterling, 12% in Euro’s (2008: 4%) with 
the balance coming from a mix of currencies across our operating entities. The increase in the 
Euro content reflected a full year of trading from Vivid. Although the Group has this exposure to 
currencies it is able to offset part of the currency risk as much of the product for the European 
markets is manufactured in the US and invoiced in local currency.
Pensions
The Group has a number of different retirement programmes in the countries within which it 
operates. The principal pension programmes are a contributory defined benefit scheme in the 
UK, a non-contributory defined benefit plan in the US and defined contribution scheme in The 
Netherlands.
As at 31 May 2009 the aggregate deficit on the two retirement benefit schemes was £10.4 
million (2008: £6.8 million). The increase in the deficit is primarily due to the impact of the 
economic downturn on the market value of the asset portfolio, with actuarial shortfalls on the 
UK and US schemes during the year of £1.6 million and £1.6 million respectively. In addition, 
the impact of exchange added a further £0.3 million to the value of the deficit.
The Group funds its pension contributions based on actuarial valuations which are undertaken 
annually in the US and triennially in the UK, with the latest UK triennial valuation being for the 
Scheme year ended 30 June 2008.
Group outlook
Trading conditions so far in the first quarter remain challenging in all our main markets. Nevertheless, 
overall Group revenue is in line with last year. The Group will release its first quarter interim 
management statement at the end of September, when we will be better placed to update 
stakeholders on the first quarters trading and market conditions in the lead up to our half year.
Over the past few years management have implemented significant changes within the  
Haynes Group. 
These changes began with the disposal of loss making subsidiaries and the closure of 
divisions and departments which did not add value, and these moves continued during the 
past year with the sale of the UK Printing Operation (which lost £0.6 million last year) but also included 
acquisitions like Vivid, which not only broaden the base of the Group in the Automotive area, but also 
expand its area of core competence into the technologically driven arena.
We have also implemented new IT systems, especially in the UK, where we have replaced our 
‘abacus’ with a state of the art system, giving management much better opportunities to access 
information that helps interpret and develop the business in a real time environment.
We have also added an award winning licensing program which, while not yet significant in overall 
terms, shows signs of contributing quite nicely to profitability, as well as expanding brand exposure 
to a very significant degree. 
Group Chief Executive’s 
Review (continued) 15
There have also been new initiatives in the general publishing area such as the addition of the 
Military and Aviation list and the new “MirrorPix” project with the Daily Mirror, which we believe 
offer very nice potential.
These moves have been made in a considered fashion, and structured in such a way as to 
expand the Group’s opportunities for growth while at the same time limiting the disruption to an 
extremely competent team that has been developed over many years. I want to add my own 
compliments, to those the Chairman has made earlier, to a staff who have produced results 
which many companies could only dream of, and in conditions which none of us thought we 
would ever face. 
Our plans are to utilise the Vivid technology on Haynes products, expanding 
opportunities into new web delivered products in other languages which could not 
have previously supported a printed product while at the same time enhancing the 
Vivid product in the professional arena by including complementary content from the 
Haynes product base. These programs are under way.
The upgrading of our Digital Printing Facility which is now taking place in Nashville 
will not only, over the course of time, enable us to reduce overall General Publishing 
inventory, it will also enable us to print much shorter runs and create additional sales 
opportunities as a result, by keeping titles in print which would otherwise have been 
discontinued.
We will continue with the development and implementation of these projects as 
well as the pursuit of profitable acquisition opportunities.
These moves are underpinned by the fundamental strength of our core business in DIY 
manuals for cars and motorcycles. Despite the lost sales in these areas in recent years we continue 
to believe that as long as cars are built, there will be a core of DIY enthusiasts who will prefer to do 
work on their vehicles themselves and save significant amounts of money. With a huge market share 
in English speaking territories, Haynes continues to lead the world in this area of our business. The 
Manual business also generates sufficient cash flow to support the initiatives mentioned previously.
A massively over leveraged society has been forced into very heavy de-leveraging in the past two 
years. There are commentators now, especially in the US, who are suggesting that inventory levels 
among retailers, which continue to fall, have reached levels so low as to be unsustainable. A return to 
more appropriate levels of inventory can only improve this core segment of our business.
While we continue to operate in a financial swamp, our business is fundamentally strong, and 
management is confident in its ability to fight off the alligators and continue to provide all of our 
investors superior value for their commitment to the business.
Eric Oakley
Group Chief Executive
23 September 2009
Group Chief Executive’s 
Review (continued) 16 16
Executive Directors J H Haynes* OBE (Chairman)
 E Oakley
+ 
(Group Chief Executive)
 D Benhardus
+
 CPA
 J H C Haynes (Vice Chairman)
Non-Executive Directors E Bell*  (Chairman of Remuneration and Nomination Committee,  
 and Senior Independent Director)
 A Garner
*  (Chairman of Audit Commitee)  
 M E F Haynes
*
 
*
  Members of Remuneration and Nomination Committee  
  

 Members of Audit Committee
 
+  
US Resident
 
Group Company Secretary J T Bunkum FCA
Registered Office Sparkford, Yeovil, Somerset BA22 7JJ
 Company No. 659701
Auditors BDO Stoy Hayward LLP 
 Arcadia House, Maritime Walk, Ocean Village, 
 Southampton SO14 3TL
Solicitors Osborne Clarke  
 2 Temple Back East, Temple Quay, Bristol BS1 6EG
 Batt, Sanders & Bennett  
 17 Hendford, Yeovil, Somerset BA22 1UH
Principal UK Bankers Barclays Bank PLC  
 Corporate Banking Centre, Park House, Newbrick Road,  
 Stoke Gifford, Bristol BS34 8TN
Principal US Bankers Union Bank of California  
 445 S Figueroa Street, 10th Floor, Los Angeles,  
 CA90071-1655, USA
Stockbrokers Smith & Williamson Corporate Finance  
 Portwall Place, Portwall Lane, Bristol, BS1 6NA
Registrars Capita IRG PLC  
 Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Group Board  
Directors and Advisers 17 17
Group Board  
Executive Director Biographies
John Haynes (age 71). John’s biography is the history of Haynes 
Publishing. He founded the Company in 1960 and by expanding 
operations into Europe and the USA, was responsible for its 
growth and development into the international business that 
we see today. The Company was taken public in 1979. John 
remains its principal and majority shareholder and takes a very 
active interest in all aspects of the Group’s publishing activities. 
In 1985 he founded and is the principal benefactor of the Haynes 
International Motor Museum. In 1995 he was awarded the OBE 
for services to publishing.
Eric Oakley (age 63). Eric spent his early years in North East 
England, and was educated at the University of Aston. He is 
resident in California. Eric joined Haynes North America, Inc. in 
1980 after 16 years with Burmah-Castrol. He was appointed to 
the Main Board of Haynes Publishing Group in 1990. For the past 
23 years Eric has been President of Haynes North America, Inc. 
during which period Haynes Manuals have become the largest 
selling Automotive Repair Manuals in the United States and 
Canada. He oversaw the establishment of Haynes’ Australian 
operation, which has recently been further expanded.  
Eric was appointed Group Chief Executive on 1 June 2002.
J Haynes (age 42). J joined the Board as a non-Executive 
Director on 25 March 2000, having completed a two year MBA 
at the London Business School. He was formerly a Director at 
Beeson Gregory, a specialist investment bank, before which 
he worked for 5 years as a Graduate Trainee with Haynes 
North America, Inc. On 28 January 2002 he was appointed an 
Executive Director of the Company and is presently Managing 
Director of its UK and European operations. On 2 June 2008 
J was appointed Group Vice Chairman.
Dan Benhardus (age 63). Dan was appointed as Group 
Finance Director on 1 June 2002. He is resident in California 
and is a Certified Public Accountant. He started his career 
with Arthur Young and Co. (now part of Ernst & Young) before 
going into private industry where he gained experience in the 
construction, cable television and market research industries as 
an accounting and finance executive. In 1988 he joined Haynes 
North America, Inc. as the Vice President of Finance. He retains 
his responsibilities as the Chief Financial Officer and Senior Vice 
President of Haynes North America. 18 18
Group Board Non-Executive 
Director Biographies
Eddie Bell (age 60). Eddie Bell has held a number of senior positions 
spanning 30 years in book publishing. Latterly he was the Executive 
Chairman and Publisher for Harper Collins UK and during his tenure was 
responsible for publishing the memoirs of both Mikhail Gorbachev and 
Lady Thatcher, and the autobiography of John Major. He is now a partner 
in Bell Lomax Moreton. Additionally, he holds several other non-Executive 
positions both within and outside the publishing industry which include 
Be Cogent Communications Ltd, and Management Diagnostics Ltd. On 
20 May 2009 Eddie was appointed the Company’s Senior Independent 
Director.  Eddie Bell does not have a service contract with the Company.
Andrew Garner (age 65). Andrew Garner is presently CEO of 
the Executive Search Consultancy, Garner plc. He has worked in 
executive search since 1983 and until 1997 was Chairman and Chief 
Executive of one of the world’s foremost search firms, Boyden World 
Corporation. During that time Boyden’s revenue more than doubled. 
Prior to this Andrew enjoyed a successful international business career, 
including senior positions with Mars, Brooke Bond, Gallaher and was 
on the Board of the Royal Philharmonic Orchestra. Andrew Garner 
does not have a service contract with the Company.
Marc Haynes (age 41). Marc Haynes completed a BSC (Hons) 
Business Degree at Manchester before joining the Haynes International 
Motor Museum as its Business Development Manager.  Having 
successfully established a number of innovative commercial ventures, 
he is now its Managing Director. Marc is also a Director of Haynes 
Developments Limited which is a property development, management 
and investment company operating in the UK.  Recently Marc 
established Bute Motorsport Ltd, which is the promoter of the highly 
successful GT Cup motor racing series.  Marc Haynes does not have a 
service contract with the Company. 19 19
Report of the Directors
The Directors present their report and the financial statements of the 
Group for the year ended 31 May 2009
• Principal activity Haynes Publishing Group P .L.C. is a holding company. The principal 
activity of the Group companies is the printing and publishing of a range of service and 
repair manuals for the motor, home DIY, and transport enthusiast, together with a wide 
range of specialist books and general interest publications. Through its Dutch subsidiary, 
Vivid Holding BV, the Haynes Group is also a leading European supplier of digital technical 
information to the motor trade, thereby broadening the Group’s business to include 
professional as well as DIY mechanics and enthusiasts.
• Review of the business A review of the business, together with comments on the key 
performance indicators and future development of the Group, is contained in the Chairman’s 
Statement and the Group Chief Executive’s Review on pages 8 to 15.
• Financial results The financial results for the year are set out in the Consolidated Income 
Statement on page 37. The position at the end of the year is shown in the Consolidated 
Balance Sheet on page 39.
• Dividends The Directors recommend a final dividend of 11.5p per ordinary share  
(12.8p with related tax credit) which, together with the interim dividend already paid, makes 
a total of 15.5p (17.2p with related tax credit) for the year (2008: 15.5p; 17.2p with related 
tax credit). This dividend will be payable on 29 October 2009 to members on the register of 
shareholders at the close of business on 2 October 2009. The shares will be declared ex-
dividend on 30 September 2009.
• Principal risks and uncertainties The Board is primarily responsible for identifying and 
monitoring risk and the manner in which the Board manages this process is outlined in 
the Corporate Governance report on page 27. The Group’s principal financial risks and 
uncertainties are outlined in note 18 to the financial statements and the principal operational 
risks and uncertainties are discussed as part of the Group Chief Executive’s Review on 
pages 10 to 15. 
 
The Business structure paragraphs of the Group Chief Executive’s Review outline the 
operational and geographical structure of the Group.  In common with many businesses of 
the Group’s size and structure the Group has a broad base of customers and suppliers and 
correspondingly a number of valued contractual relationships.  However, in the directors’ 
view there is no single contract which is essential to the Group’s business for the purpose of 
the business review disclosure requirements under Sc 417 of the Companies Act 2006.
• Directors The Directors who served during the year and their interests in the ordinary share 
capital of the Company are shown on the following page.
 E Oakley and JHC Haynes retire by rotation in accordance with the Articles of Association 
and, being eligible, offer themselves for re-election.
 E Bell being a Non-Executive Director and having served for more than nine years at the 
date of the next Annual General Meeting offers himself for re-election in accordance with the 
provisions of the 2006 Combined Code.
 There have been no other changes in the Directors or their shareholdings shown below up to 
12 August 2009.  At 31 May 2009 the beneficial shareholdings of the Directors represented 
64.7 per cent of the total issued share capital. This represented 21.4 per cent of the 
Ordinary shares (which are listed on the London Stock Exchange) and 100 per cent of the 
‘A’ Ordinary shares.
• Directors’ interests in shares The Directors who served throughout the year and their  
interests in the share capital of the Company are as follows: 20 20
• Share capital and related matters Details of the Authorised and Issued share capital are  
 shown in Note 20 to the consolidated financial statements. 
 Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote  
 per share where a matter is decided other than on a show of hands. Both classes of share  
 rank ‘pari passu’ (including any distribution by way of dividend and on a return of capital),  
 save that a transfer of ‘A’ Ordinary shares will not be permitted by the Directors other than to 
 a member of the holder’s immediate family or to family settlements. The holders of ‘A’  
 Ordinary shares may convert such shares into Ordinary shares at the rate of one Ordinary  
 share for each ‘A’ Ordinary share, subject to the further provisions of the Articles of   
 Association and the Companies Acts.
         31 May 2009     
  Beneficial  Connected  Beneficial     Non-Beneficial    Connected
  ‘A’ Ordinary  A’ Ordinary  Ordinary              Ordinary Ordinary
  No.  No.  No.                      No No.
Executive   
   
J H Haynes  9,000,0000  –
 
 796,075
[3]
      1,299,101
[1] [2]
 131,087
[4]
E Oakley  –  –  43,304                       – – 
D Benhardus  –  –  5,000                       – –  
J H C Haynes  –  9,000,000
[4]
  710,141
[2]
           630,000
[1]
 816,122
[4]
Non-Executive
E Bell
  
–
  
–
  
1,000
 
–
  
–
A Garner  –  –  –
 
–
  
–
MEF Haynes  –  9,000,000
[4]
  699,767
[2]
 –
  
826,496
[4]
      31 May 2008     
  Beneficial  Connected  Beneficial     Non-Beneficial    Connected
  ‘A’ Ordinary  A’ Ordinary  Ordinary              Ordinary Ordinary
  No.  No.  No.                      No No.
Executive   
   
J H Haynes  9,000,0000  –
 
 401,075
[3]
      1,299,101
[1] [2]
 131,087
[4]
E Oakley  –  –  23,304                       – – 
D Benhardus  –  –  –                       –  
J H C Haynes  –  9,000,000
[4]
  710,141
[2]
                       – 421,122
[4]
Non-Executive
E Bell
  
–
  
–
  
–
 
–
  
–
A Garner  –  –  –
 
630,000
[1] [2  
–
MEF Haynes  –  9,000,000
[4]
  699,767
[2]
 –
  
431,496
[4]
[1]
  630,000 shares are in respect of the Haynes International Motor Museum (a charitable trust) 
and are shares in which JH Haynes and JHC Haynes are interested as Trustees. JHC Haynes 
was appointed a Trustee during the year and A Garner resigned as a Trustee during the year.
[2]
  The balance of the ordinary shares comprised within the non-beneficial interest of J H 
Haynes are held in a family trust in which J H C Haynes and M E F Haynes have a beneficial 
interest, and are therefore also reported as a beneficial interest of the latter.
[3]
  Includes 326,075 shares owned by Mrs A C Haynes (2008: 306,075 shares).
[4]
  Due to their family relationship JH Haynes, JHC Haynes and MEF Haynes are connected parties in 
accordance with Sc 253 of the Companies Act 2006. 
 
R P Corbett and D W Suter retired as directors on 28 January 2009 and did not hold any shares in the 
Company at any time during the year. 
 
Options to subscribe for ordinary shares under the terms of the Executive Share Option 
Scheme are described in the Board Report on Remuneration. Directors’ interests in contracts 
with the Group companies are shown in Note 22 to the consolidated financial statements.
Report of the Directors 
(continued) 21 21
Report of the Directors (continued)
 The ‘A’ Ordinary shares represent 55% of the total issued capital, and the Ordinary shares 45%. 
 Other than as expressed above, there are no specific restrictions on the size of a holding nor  
 on the transfer of shares, which are both governed by the general provisions of the Articles  
 of Association and prevailing legislation.
 With regard to the appointment and replacement of Directors, the Company is governed by  
 its Articles of Association, the Companies Acts, the Combined Code, and related legislation.
 The powers of the Directors are more specifically described in the Main Board Terms of  
 Reference and the Statement of Corporate Governance (page 23). At the AGM on   
 23 October 2008:
 
 (i) the Company was authorised to make purchases of its own shares up to a maximum of  
 1,500,000. The authority remains unexercised and will expire at the conclusion of the AGM  
 in 2009, if not reviewed, and
 (ii) the Directors were authorised to allot unissued shares under S.80 Companies Act 1985  
 up to £479,692 and under S.89 of the Companies Act 1985 up to £163,515.
 The S.80 amount is the total of the authorised but as yet unissued share capital of the  
 Company, and represents 14.67% of the issued share capital; the S.89 amount is 5% of the  
 issued share capital.
 Excepting general commercial and trading agreements which may contain provisions that  
 take effect, alter or terminate, upon a change of control of the Company, the Directors are  
 not aware of any significant such agreements to which the Company is a party. Furthermore  
 the Directors are not aware of any agreements between the Company and its Directors or  
 employees that provide for compensation upon the receipt by the Company of a takeover bid.
• Other shareholdings At 31 May 2009 interests in 3% or more of the Company’s issued  
 Ordinary 20p share capital* had been notified to the Company by:
  Shares % Class
 Hunter Hall Investment Management Limited 2,302,567 31.3
 Haynes International Motor Museum 630,000 8.6
 Axa Framlington S.A. 565,000 7.7
 Guy Thomas 267,500 3.6
 The interests of those Directors who have major shareholdings are detailed in the table of  
 Directors’ interests in shares on the previous page.
 At 12 August 2009, there were no recorded changes in these holdings.
 *See Note 20.
• Treasury management The Group’s principal financial instruments, other than derivatives  
 comprise bank overdrafts, lease financing arrangements, cash and other various items 
 arising from its operations such as trade receivables and trade payables. The main purpose 
 of these instruments is to finance the Group’s working capital requirements as well as funding 
 its capital expenditure programmes. From time to time the Group may enter into derivative 
 transactions such as interest rate swaps or forward exchange contracts, the main purpose 
 of such transactions is to manage the interest rate and currency risks arising from the 
 Group’s operations and sources of finance. No such transactions were undertaken during  
 the current or preceding financial year. No trading in financial instruments is undertaken.
 The Group’s principal borrowings are in pounds sterling and at the year end were subject   
 to floating rates of interest. Fixed interest rates and interest caps are regularly considered and,  
 where felt commercially appropriate, would be adopted to manage the interest rate exposure.
 Further details of the Group’s Treasury Management policies and financial instruments can  
 be found in Note 18 of the Notes to the Consolidated Financial Statements.
• Donations During the year Group donations to charitable organisations amounted to  
 £9,016. There were no political donations in the year. 22 22
• Environmental policy The Board is committed to minimising the impact its operations 
 have on the local environment. Following the disposal of the UK print facility in February 
 2009, the Group now only operates one printing facility, located in Nashville, Tennessee. It
 is Group policy to ensure that both national and local environmental laws and guidelines are
 adhered to in full. The Board ensures that key management are tasked with the responsibility
 to oversee the Group’s activities which impact the environment and to report back to the 
 Board with any recommendations they may have regarding environmental policy. 
• Disabled persons The Group encourages the employment of disabled persons whenever  
 practicable. The Group policy is to ensure that disabled employees and those who may 
 become disabled benefit from training and career development in common with other 
 employees.
• Employees, and health & safety The Group involves employees by providing them with 
 information which concerns them, consults with them and considers their views when  
 making decisions which affect their interests and generally discloses matters affecting the  
 Group’s performance through company briefings. 
 During the year J H Haynes & Co Ltd gained the British Safety Council International Safety 
 Award for safety standards for the eleventh consecutive year. The award is made to   
 companies who have lower than average accident rates, good safety policies and safety  
 plans and a clear commitment to health and safety at the highest board level. Companies  
 must detail their health and safety advisors’ (and officers’) qualifications and provide details  
 of significant advances in health and safety for the year.
• Policy on payment of suppliers The Group operates in various locations throughout the world. 
 It is not Group policy to follow any specified code or standard on payment practice but the 
 payment policies adopted reflect the terms negotiated with individual suppliers as well as the 
 custom and practice of the locality. It is the Company’ s intention to continue to apply the Group 
 policy in the forthcoming year. At 31 May 2009 the amount of trade creditors as shown in the  
 balance sheet represents 10 days of average purchases for the Company and 29 days for the Group.
• Audit information Each of the Directors confirms that they have taken all the steps  
 that they ought to have taken to make themselves aware of any information needed by the 
 Company’s auditors for the purposes of their audit and to establish that the auditors are 
 aware of the information. The directors are not aware of any relevant audit information of 
 which the auditors are unaware. 
 A resolution to re-appoint BDO Stoy Hayward LLP as auditors of the Company and to  
 authorise the Directors to determine their remuneration will be put to the forthcoming Annual  
 General Meeting.
 By order of the Board. 
James Bunkum
Group Company Secretary 
23 September 2009
Report of the Directors (continued) 23 23
Corporate Governance
Statement of compliance
The Board of Haynes Publishing Group P .L.C. recognises the importance of high standards 
of Corporate Governance. Accordingly, it has considered the principles and provisions of the 
Combined Code on Corporate Governance (the Combined Code) issued by the Financial 
Reporting Council in June 2006 and appended to the Listing Rules and will continue to manage 
its affairs in line with the principles where it is in the interests of the business, and of shareholders, 
to do so. Other than where expressly stated, the company has complied with the principles, 
supporting principles and provisions of the Combined Code throughout the year under review.
Board of directors
During the year the Board reviewed its Terms of Reference which lay precise emphasis upon its 
responsibility for the overall management and strategic direction of the Group. The Board aims to 
encourage entrepreneurial endeavour within a framework of prudent planning and control. The Board 
appraises and approves major financing, investment and contractual decisions in excess of defined 
thresholds. All members of the Board are cognisant of their duty to act collectively and objectively 
in the best interests of the Company. Non-Executive Directors are members of the Audit Committee 
and the Remuneration and Nomination Committee, and are responsible for their activities. The 
Non-Executive Directors are intrinsically involved in scrutinising and monitoring the performance of 
management, and assessing the processes for the control of financial and other risks. The Terms of 
Reference for the Committees may be viewed on www.haynes.co.uk/investors.
• As at 31 May 2009 the Board comprised of four Executive and three Non-Executive Directors.  
 The biographies of the Directors are set out on pages 17 and 18 of this report and accounts.
• The Board meets at regular intervals of approximately two months to determine and monitor  
 corporate strategy, to review the trading and financial performance of the Group and to   
 consider matters specifically reserved for its approval. The following table details the number  
 of board and committee meetings held during the year and the attendance record of the   
 individual directors:
    Remuneration &
  Board Audit Committee Nomination Committee
  meetings meetings meetings
 Number of meetings in year 7 4 1
 J H Haynes 6  
 E Oakley 6
 D Benhardus 6
 J H C Haynes 7
 R P Corbett [1] 4 3 1
 D W Suter [1] 4 3 1
 E Bell 5 4 1
 A Garner [2] 4 1
 M E F Haynes [3] 5
 
[1]  RP Corbett and DW Suter retired as directors on 28 January 2009
[2]  A Garner was appointed to the Audit Committee and the Remuneration & Nomination   
  Committee on 28 January 2009
[3]  MEF Haynes was appointed to the Remuneration & Nomination Committee on 20 May 2009
• The division of responsibility between the Chairman and the Group Chief Executive is clear  
 and understood, and will be committed to writing in due course as required by provision  
 A.2.1  of the Combined Code. The former is responsible for the leadership of the Board  
 and ensuring its effectiveness and that of the individual Directors, and the Chief Executive’s  
 duty is to run the business.
• The Non-Executive Directors occasionally hold meetings informally without the Executive  
 Directors present. Likewise, the Chairman occasionally meets with the Non-Executive  
 Directors without the Executive Directors present.
Report of the Directors (continued) 24 24
• The Directors are able to take independent professional advice in the furtherance of their  
 duties at the Group’s expense and all Directors have access to the advice and services of  
 the Group Company Secretary.
• Following the retirement of R P Corbett in January 2009, E Bell was appointed by the Board  
 as the Senior Independent Director.
• The Board considers all of its current Non-Executive Directors to be independent excepting  
 MEF Haynes, in view of his close family ties with other members of the Board and his  
 significant interest in shares.  During the year A Garner resigned as a trustee of the Haynes  
 International Motor Museum Charitable Trust. Notwithstanding these circumstances  
 or relationships, the Board believes these Directors are independent in character and   
 judgement. 
• The Board defines an independent Director as one who has no relationship with any   
 company within the Group or its management which may undermine independence   
 and who is not dependent on the Group or its management for his or her primary source of  
 income, and was not within the last five years a senior manager within the Group, and does  
 not participate in the Group’s incentive bonus schemes or pension schemes.
• Membership of the Committees of the Board is indicated on page 16. At Committee   
 meetings no-one except the Chairman of the Committee and its members is entitled to be  
 present – but others may attend by invitation.
• Executive Directors may be permitted to take a limited number of outside Non-Executive  
 Directorships in non-competing companies, subject to approval of the Remuneration and  
 Nomination Committee.
Information, professional development and evaluation
All Directors are provided with regular performance updates, and full and timely access to 
information that enables them to make informed decisions on corporate and business issues. 
The Board receives monthly Management Accounts explaining performance against budget for 
each sector of the business, as well as risk management and business plans. The Executive 
Directors receive information on sales and margin for the individual businesses within the Group 
on a weekly basis, and for the major businesses such information can be accessed daily.
Directors are encouraged to regularly update and refresh their skills and knowledge on the 
basis that ‘all development is self development’. The Group Company Secretary is responsible 
through the Chairman for facilitating the training and induction of newly appointed Directors, 
and ensuring that they are familiar with the Company’s operations and their own duties and 
responsibilities. He is also responsible for advising the Board through the Chairman on all 
governance and legal matters.
During the year the Board has undertaken a formal appraisal of its own performance and 
processes and that of its committees, including a review of each committee’s composition and 
operating procedures.
Through a combination of personal discussions, general observation and ongoing monitoring 
of performance, the contribution of each individual Director has been assessed by the 
Chairman against expected standards. The process of ongoing monitoring and review helps 
the Chairman to ensure that the contribution of the Directors continues to be to the agreed 
standards relevant to the Group’s business and organisation. 
In turn, the Chairman’s own performance has been reviewed by the Senior Independent Director 
following consultation with his fellow non-Executive Directors and other members of the Board.
According to the Articles of Association all Directors should seek re-election by shareholders 
at regular intervals of no more than three years. Directors are also subject to re-election by 
shareholders at the first AGM after their appointment.
Corporate Governance (continued) 25 25
Directors remuneration, contracts and nomination
• In accordance with the provisions of the Combined Code, a Remuneration and Nomination  
 Committee with its own terms of reference has been established by the Board. The   
 Board’s Report on Remuneration, which follows on pages 28 to 33, sets out details of the  
 Group’s policy on remuneration, Directors remuneration, and the work of the Remuneration  
 and Nomination Committee. This includes an indication and explanation of those areas of  
 non adherence to the provisions of the Combined Code.
• The Remuneration and Nomination Committee is responsible for succession planning and  
 recommending to the Board the appointment of new Directors. The Board formally vets  
 and scrutinises these proposals. The Committee’s composition is explained in the Board’s  
 Report on Remuneration. Traditionally the Committee has been reliant upon its own energies  
 and judgement in sourcing and evaluating candidates for vacancies on the Board. External  
 search consultants and open advertising have not been preferred methods where the  
 expense has been unwarranted and could not be justified.
• All Executive Directors have rolling service contracts with the Company terminable on  
 either one or two years notice, which in all cases may be served by either party. For recent  
 appointments a one year term of notice has been implemented as a matter of course 
 (see pages 31 and 32).
• The Non-Executive Directors do not have service contracts with the Company but are  
 usually appointed at the will of the Board for a fixed period of two years.
Dialogue with shareholders
• The Directors consider that clear and timely communication of information to Shareholders  
 is an important part of their function. The Chairman’s and Group Chief Executive’s reviews  
 on pages 8 to 15 provide a summary of the Group’s trading performance and future outlook.  
 In addition to the publication, twice a year, of the Group’s financial results, there will often be  
 briefings for Shareholders or their representatives – especially following the Group’s interim  
 and preliminary final announcements.
• The Chairman is in a good position to ensure that the views of major Shareholders are  
 communicated to the Board as a whole. Additionally, once a quarter, the Chief Executive  
 updates the Board with any significant discussions/feedback from Shareholders.
• The Board views the Annual General Meeting as an ideal opportunity to communicate with  
 both institutional and private investors alike and confirms its compliance with all the 
 provisions of the Combined Code relating to the constructive use of Annual General   
 Meetings.  This year’s Annual General Meeting will be held on 21 October 2009 and all  
 Board Directors (including Committee chairmen) plan to be present and available to  
 answer questions.
Accountability, audit, and Audit Committee
It is the intention of the Board through this report and accounts, and other public reports and 
announcements, to present a balanced and understandable assessment of the Company’s 
position and prospects. The Directors have set out their responsibility for preparing the 
accounts on page 34 of the financial statements.
• An Audit Committee with approved written terms of reference has been established by  
 the Board comprising two of the Non-Executive Directors, at least one of whom has recent  
 and relevant financial experience. During the year the Committee kept under review the  
 effectiveness of the Company’s financial control policies and procedures for assessing and  
 reporting financial risk.
• The Audit Committee is responsible for making recommendations to the Board in relation  
 to the appointment and remuneration of the external auditors. Consequently the Committee  
 is responsible for monitoring the auditors performance, cost effectiveness, independence  
 and objectivity - which it has done throughout the year.
• The Committee is authorised to investigate any matter within its terms of reference and  
 where necessary to obtain external legal or other independent professional advice.
• The Committee meets with the Group’s external auditors at least twice a year to discuss  
 the Group’s framework of controls, Group reporting and other relevant matters. At the  
Corporate Governance (continued) 26 26
 conclusion of each annual audit, the Audit Committee receives and considers a report from  
 the Group’s auditors setting out any material findings from their audit of the individual Group  
 companies, and reports to the Board as necessary. The Group Finance Director is invited  
 to attend all meetings of the Committee, albeit part of the meeting may be held without his  
 presence, if deemed appropriate by the Committee.
• The Committee keeps under review the “Whistleblowing” arrangements across the Group to  
 ensure that procedures are in place for staff to report fraud and similar matters.
• In certain circumstances it is permitted by the Board for the auditors to supply non-audit  
 services (in the provision of tax advice, or on specific projects where they can add value).  
 The Committee has approved and monitored the application of this policy in order to   
 safeguard auditor objectivity and independence.
Internal controls
By means of the systems and processes outlined below, the Board maintains a sound system 
of internal control to safeguard its assets and the investment of shareholders. The Board has 
overall responsibility for the Group’s system of internal control. However, such a system is 
designed to manage rather than eliminate the risk of failure to achieve business objectives, 
and can only provide reasonable and not absolute assurance against material misstatement 
or loss. At least annually, the Board conducts a review of the effectiveness of these internal 
controls, as described below, and takes the necessary action to remedy any significant failings 
or weaknesses which may be identified by its review.
Financial
• A comprehensive budgeting system is in place with annual budgets requiring approval by  
 the Directors. The results of the trading companies within the Group are reported monthly and  
 compared to plan. The Group reports its financial results to shareholders on a 6 monthly basis.
• Authority limits exist across the Group defining revenue expenditure and the Group has clearly  
 prescribed guidelines for capital expenditure which include detailed appraisal and review, levels  
 of authority and due diligence requirements when businesses or assets are being acquired.
• A report on the Group’s cash flow and treasury position is received by the Directors at every  
 Board meeting.
• In addition (to the extent required to form a statutory audit opinion) the Group’ s financial systems  
 are subject to annual review by the Group’ s external auditors and reportable weaknesses, if any,  
 identified during this annual review process are discussed with the Audit Committee.
Operational
• There is a clearly defined organisational structure which allows the Group’s objectives  
 to be planned, executed, controlled and monitored. The Group is committed to employing  
 suitably qualified staff so that the appropriate level of authority can be delegated with regard  
 to accountability and acceptable levels of risk.
• The Directors and senior management implement the control objectives of the Group 
 through the adoption of defined checks and procedures. These include the review of   
 financial and operational information, the setting up of appropriate authority levels, the  
 segregation of incompatible duties and the defining of procedures for seeking and obtaining  
 approval for major transactions and organisational changes.
• The management information systems provide the Directors with relevant and timely reports,  
 from which the Directors can monitor the performance of the business. Furthermore the  
 Executive Directors have a significant involvement in the day to day management of   
 the Group’s activities and accordingly are able to monitor and control procedures at an  
 operational level. 
 
Compliance 
• Effective health and safety and quality control procedures operate to meet or exceed the  
 standards for approval set by external regulatory bodies.
Corporate Governance (continued) 27 27
Corporate Governance (continued)
• The quality control system used is in accordance with ISO 9000 guidelines, and is constantly  
 being evolved and refined to reflect business advances, process changes, and 
 quality issues.
• Litigation and claims by or against the Company are controlled by Senior Management, with  
 the assistance of external counsel as required. The Directors are kept informed and are able  
 to stay abreast of events.
Risk management
• The Board has the primary responsibility for identifying the major business risks facing the  
 Group and developing appropriate policies to manage those risks. These policies are used  
 both by the Directors and by senior management to determine the key control procedures  
 for each area of risk identified by the Board and the degree of information required to   
 safeguard the business and the assets used within it.
• It is accepted that risk is itself prevalent in any commercial enterprise and that it must be the  
 objective of the Group’s management and staff to be prudent in the acceptance and control  
 of risk incurring activity, rather than aiming to eliminate it entirely. Thus the reporting systems  
 can only provide reasonable and not absolute assurance against damage or loss resulting  
 from business activities.
• Through day to day management disciplines, face to face meetings, regular written   
 reports, and monitoring systems, the Group evaluates and mitigates unnecessary risks.
• In addition, there are a number of areas of the Group’s business where it is necessary to  
 take risks in order to strive for satisfactory profitability and returns to shareholders. The  
 publication both of workshop manuals and books of special and general interest engenders  
 commercial and publishing risk requiring close evaluation by editors and editorial committees  
 with an in-depth knowledge of their subject and their markets.
• For the financial year ended 31 May 2009, the Board has satisfied itself that there was in  
 place an ongoing process for identifying, evaluating, and managing the significant   
 risks faced by the Group as a whole. This process has been formally structured by means  
 of documentary reporting directly to the Board in accordance with the guidance provided  
 by the Turnbull Committee, both in the UK & Europe and US. Risks identified by this process  
 are regularly reviewed by the Board and addressed jointly by the Group Chief Executive and 
 Directors drawing upon the skills of senior management as necessary. The Board monitors 
 this process and is satisfied that, given the size of the Group, and the nature of its 
 operations, this process is sufficient to meet its needs without unduly hampering  
 entrepreneurial activity, and that (in accordance with the recommendation of the Audit  
 Committee) a separate internal audit function is not required. 
Going concern
• After making enquiries, the Directors have a reasonable expectation that the Company and  
 the Group have adequate resources to continue operations for the foreseeable future.  
 For this reason, they continue to adopt the going concern basis in preparing the 
 financial statements. 28 28
1 Best practice 
This report to shareholders provides information on the remuneration of all Directors of 
the Haynes Publishing Group P .L.C., and the criteria by which that remuneration has been 
determined. It has been prepared in accordance with the requirements of The Companies Acts 
and the applicable UK Listing Authority’s Listing Rules.
2 Constitution of the Remuneration and Nomination Committee
In line with B.2.1 of the Combined Code, the Committee comprises two independent Non-
Executive Directors, E Bell (Chairman of the Committee) and A Garner. JH Haynes (Executive 
Chairman) and MEF Haynes (Non-Executive Director) are also members of the Committee. 
Whilst JH Haynes is not independent of management, as required by B.2.1 of the Combined 
Code, in considering the composition of the Committee, the Board gave full consideration 
to the other provisions of the Combined Code and in particular, B.2 which states that 
Remuneration Committees should consult with the Chairman and/or the Group Chief Executive 
about their proposals relating to the remuneration of the other Executive Directors. Having 
considered the Committee’s terms of reference, the constitution of the Group Board and the 
frequency of meetings, the Board felt it practical to include the Chairman as a member of the 
Committee. Any changes affecting his remuneration are discussed by the Committee without 
his participation.
3 Policy on directors’ remuneration 
The Committee is responsible for determining the emoluments of the Executive Directors of 
the Group. The Committee frames its decisions to ensure that the Group’s Executive Directors 
are appropriately rewarded for their contributions to the Group, whilst reflecting their scale of 
responsibility and performance. Through monitoring the market place and the occasional use 
of external advisers the Committee seeks to offer remuneration packages which not only reflect 
current market conditions but are also commensurate with attracting, retaining and motivating 
Directors of quality to ensure the continued growth and success of the Group. During the year 
under review the Committee has not used the services of external advisers. In determining the 
emoluments of the Executive Directors, the Committee feel it is impractical to also monitor in 
detail the remuneration of senior management below board level as required by B.2.2 of the 
Code and therefore, their remuneration packages of the senior management are reviewed by 
the respective Executive Director responsible for their particular business unit.
It is the Committee’s policy to ensure that there is a strong link between the level of 
Executive Directors’ remuneration and the performance both of the Group and its individual 
trading companies. Thus each Executive Director can augment their basic salary through 
a performance related bonus/incentive arrangement. The Committee has considered the 
appointment of permanent external consultants; however given the combined experience 
resting in the Committee members and bearing in mind the considerable costs of appointing 
permanent consultants, it is thought preferable that such an appointment should not be made.
4 Directors’ remuneration 
(i) Total emoluments
(a) The total emoluments of the Directors of the Company were as follows:
  2009 2008
  £000 £000
Salaries and taxable benefits  771 621
Performance related bonuses  364 334
  1,135 955
Non-Executive Directors’ fees  102 110
Total emoluments  1,237 1,065
Pension contributions  316 205
  1,553 1,270
Board Report on Remuneration 29 29
(b) The following categories comprise the principal elements of Executive Directors’  
remuneration at present:
• Basic salaries, and fixed benefits
• Annual bonus
• Pensions
Each of these elements is viewed with equal importance by the Committee, so as to ensure 
that the remuneration packages reflect not only the short term but also the longer term goals 
of the Company and of the Group. Consequently, although contrary to Schedule A, item 6 of 
the Combined Code Provisions, the Committee believes that, as the performance bonus is an 
integral part of the Executive Directors’ remuneration package and as it is and has been for 
many years, part of their employment contracts, it is proper for this amount to form part of the 
Directors’ pensionable salary. Pensionable salary is defined under the UK pension scheme rules 
as the amount declared to the Inland Revenue on an individual’s P60.
Each element of remuneration payable to Executive Directors is discussed in more detail below 
and tabulated later in this Report.
Non-Executive Directors receive a fee for their services, and the reimbursement of incidental 
expenses. No other payments are made.
(ii) Basic salary and benefits
Basic salaries for all Executive Directors are reviewed annually by the Committee. The 
Committee regards the RPI and similar indices of inflation as important but not the sole factor 
that it will consider when reaching its decision.
The standard increase in Executive Directors’ base salaries at 1 June 2008 was 10%. In 
addition, each Executive Director is entitled to holiday in accordance with the Company’s policy 
for full time employees.
E Oakley and D Benhardus are provided with a fully expensed car and JH Haynes is entitled to 
a fully expensed car in the US and to fuel expenses in the UK. JHC Haynes has opted to take 
an annual allowance in lieu of a company car and is entitled to receive fuel expenses.
All Executive Directors receive long term disability insurance and travel insurance, together with 
health cover for themselves and their immediate families.
(iii) Annual bonus
An annual bonus is paid to each Director based on the performance of the overall Group or 
of a substantial component of the Group as follows:
JH Haynes is entitled to 1.2% of the first £4.5 million of the overall Group’s net profit, plus 
2.0% thereafter.  From 1 June 2008 these percentages have reduced from 1.5 % and  
2.5% respectively.  
E Oakley is entitled to the following proportion of overall Group net profit: 1.5% of the first 
£4.5 million, 2.5% between £4.5 million and £7.5 million, and 3.5% over £7.5 million. This 
arrangement was last subject to review on 1 December 2007 and will be reviewed every two 
years.
Additionally, E Oakley is entitled to a one time discretionary bonus at an amount to be 
decided by the Chairman in consultation with the Committee in the event that the Group 
disposes of one of the Group’s businesses at a gain entirely attributable to the performance 
of that business.
D Benhardus is entitled to 0.5% of overall Group net profit.
JHC Haynes is entitled to 1% of the net profit of the UK and European businesses.  From 1 
June 2008 JHC Haynes is also entitled to 0.3% of the first £4.5 million of the overall Group’s 
net profit, plus 0.5% thereafter.   
Board Report on Remuneration 
(continued) 30 30
For the purposes of the above the ‘net profit’ of the Group is before tax and excluding profits 
of a capital nature and before deductions of bonuses payable to other Executive Directors. 
‘Net profit’ of the UK and European businesses is calculated on the same basis, and before 
the deduction of Group costs.
(iv) Share option scheme
The Company has approval to operate an Executive share option scheme. No such options 
are in existence at the present time.
(v) Pension policy
Each of the Executive Directors has been and continues to be contractually entitled to final 
salary or money purchase related pension benefits as described below.
(a) Defined benefit schemes
The UK scheme
 JHC Haynes is a member of the UK scheme.
 The target pension for this director is currently two-thirds of final pensionable salary at the  
 age of 60. Final pensionable salary is defined as an average of the best three consecutive  
 annual pensionable salaries in the final 10 years of service. The Director contributes 5%  
 of his pensionable pay, as defined under the Scheme rules. Death in service benefits   
 provide for a return of the individual’s contributions made to the scheme, a cash sum equal  
 to 4 times pensionable salary and a widow or dependants pension equal to 50% of the  
 target pension receivable at normal retirement age. For death occurring during retirement a  
 widow’s pension equal to 50% of pension entitlement is payable.
 Pensions increase annually during retirement by the lower of 5% or the percentage rise in  
 the Retail Price Index.
 With the approval of the Pension Scheme Trustees and the Employer, members may retire  
 from the age of 55 on an actuarially reduced pension based on the shorter working life and  
 after taking into account the cost of earlier payments.
The US plan
 JH Haynes, E Oakley and D Benhardus are members of the US Plan. The US Plan   
 provides for a pension that vests in yearly increments reaching a maximum of 50% of  
 final pensionable salary on attaining 7 or more years service with the Company. The final  
 pensionable salary is calculated in a consistent manner to the UK scheme.
 The retirement age for the non-contributory US Plan is 65.
 Death in service benefits provide for a widow or dependants pension equal to the   
 Actuarial Equivalent of the Accrued Benefit at the date of death. For death occurring  
 during retirement a widow’s pension equal to 50% of pension entitlement is payable.  
 In both cases election may be made to receive a cash lump sum, or by instalments, the  
 amounted vested (Actuarial Accrued Benefit).
 Pensions do not increase during retirement.
 There are no provisions for early retirement under the US Plan rules but the vested   
 Actuarial Accrued Benefit may be taken in instalments, as a lump sum or left in the Plan  
 until age 70 when, by law, they must be taken.
(b) Defined contribution (‘Money Purchase’) arrangements
 Members whose benefits are capped by legislation participate in additional money purchase  
 arrangements. In the US a scheme has been set up based on the difference between the  
 Company’s actual contributions to the defined benefit scheme and those contributions  
 which would have been paid without the legislative cap.  
Board Report on Remuneration 
(continued) 31 31
(b) Defined contribution (‘Money Purchase’) arrangements (continued)
 The pensionable cap in the US is $230,000 (£140,449). Under this arrangement the   
 Company made contributions on behalf of E Oakley amounting to $158,954 (£97,065) and  
 D Benhardus $46,435 (£28,356) during the year.
 Additionally, in the US there is an Employer Savings Plan (401K pension plan) available to  
 all employees. Under the plan the Company contributes 1.6% of salary as well as matching  
 one third of employees’ deferrals up to a maximum of 6% of salary. During the year, the  
 contributions for E Oakley amounted to $8,280 (£5,056) and for D Benhardus $8,653  
 (£5,284). In the UK, there is an additional AVC facility for members of the UK Scheme.
5 Performance graph
The following graph compares the total return on the Company’s shares with that of the ‘FTSE 
Small Cap’ index over the last 5 years. This index was chosen following discussion with the 
Company’s stockbrokers, as being the index most representative of the performance of the 
shares of generally comparable companies.
6 Service contracts
The Committee is mindful of the unique characteristics of the Company; its vertical 
integration as both publisher and printer, its product range, its geographical spread, and 
its shareholder base. The Company’s competitive position must be of paramount concern. 
The service contracts for Executive Directors in the UK include a notice period of 12 months 
or less upon termination. Directors who are US based are employed ‘at will’ and there is 
no notice provision. However to ensure reasonable parity with the UK based Directors a 
“notional” notice period applies to the calculation of their entitlements upon termination.
If the Company terminates without notice or at short notice, the individual is entitled to the 
contractual entitlements and benefits which would have accrued within the notice period. 
With the Company’s consent these may be “rolled up” into a single payment at the point  
of termination. 
In the event of termination for cause, the bonus element of remuneration is either not payable 
or payable only at the discretion of the Company.
Board Report on Remuneration 
(continued)
Haynes Publishing PLC TR [-43.34%]
Percentage Growth 
FTSE Small Cap Index  (exIT) [-12.51%]
5 Years from Jun 04 To May 09
B
A
Jun 04 Oct Feb 05 Jun Oct Feb 06 Jun Oct Feb 07 Jun Oct Feb 08 Jun Oct Feb 09
-60%
-40%
-20%
0%
20%
40%
60%
80% 32 32
7 Directors’ Remuneration for year ending 31 May 2009
The emoluments of the individual Directors were as follows:
 Salary Performance   Total 2008
 and Fees Bonus Benefits  
[1]
 Emoluments Total
 £000 £000 £000  £000 £000
Executive  
   
J H Haynes  161 117 6 284 291
E Oakley
 [2]
 280 150 18 448 359
J H C Haynes 117 59 6 182 132
D Benhardus  167 38 16 221 173
 725 364 46 1,135 955 
Non-Executive
R P Corbett 18 - - 18 25
D W Suter 14 - - 14 20
E Bell 28 - - 28 26
M E F Haynes 21 - - 21 19
A Garner  21 - - 21 20
 102 - - 102 110
Total 827 364 46 1,237 1,065
[1]
 The benefits principally relate to the provision of company cars, fuel and healthcare.
[2]
 Mr E Oakley waived $7,200 (£4,397) of his bonus received in respect of the year ending  
31 May 2008. A profit share contribution of $7,200 was then made by the Company into  
Mr E Oakley’s ‘401K’ pension plan in the US.
 Director Date of contract Notice period 
 J H Haynes (UK) 29 November 1979 12 months 
 J H Haynes (US) 29 November 1979 6 months 
 E Oakley 30 May 2002 None (24 months notional)
 D Benhardus 31 May 2002 None (12 months notional)
 J H C Haynes  15 February 2002 12 months  
 
E Oakley’s original service contract was renegotiated upon his appointment as Group 
Chief Executive on 1 June 2002. The Committee is well aware of the advice provided in 
the Combined Code at B.1.6 concerning the length of the notice period, and in agreement 
with it, thus all but one of the Directors have notice periods no longer than 12 months. In 
the exceptional case the Committee believes that it is not presently in the interests of the 
shareholders to negotiate an amendment.
The Directors’ service contracts are not of a fixed term, but will continue until terminated by 
either party.
Non-Executive Directors do not hold service contracts and are appointed at the will of the 
board usually for a fixed period of two years. 
Section 4(i)(a) and 4(v)(b) along with the following disclosures (up to and including page 33) on 
Directors’ remuneration have been audited as required by the 2006 Companies Act.
Board Report on Remuneration 
(continued) 33 33
8 Directors’ accrued pension entitlements
        Transfer  
        value of the   
        increase   
        in accrued   Increase in
       Increase in benefit Transfer Transfer transfer
       accrued (excluding  value value value
     Directors’ Accrued benefit inflation) less of accrued  of accrued excluding
  Normal  Years of contributions benefit excluding Directors’ benefits benefits Directors’
  pensionable  pensionable 2009 2009 inflation contributions 2009 2008 contributions
 [Note] Age Age service £000 £000 £000 £000 £000 £000 £000
J H Haynes US 65 71 27 – 32 - - 321 268 53
E Oakley US,MP 65 63 27 – 65 4 47 709 510 199
D Benhardus US,MP 65 63 21 – 63 5 54 693 491 202
J H C Haynes UK 60 42 7 6 21 4 33 197 177 20
US  Member of the US Plan
All current year amounts for the US plan have been converted to sterling at the closing rate for the financial 
year. The prior year transfer values of accrued benefits have been stated at the exchange rate ruling at 31 
May 2008. The amounts in US Dollars were as follows:
  2009 2008
  $000 $000
 J H Haynes 518 529
 E Oakley 1,144 1,008
 D Benhardus 1,117 971
UK Member of the UK Scheme.
MP  Also participates in a defined contribution (‘Money Purchase’) arrangement (see above).
The accrued benefit shown is that which would be paid annually on retirement age based on 
service to the end of the year.
With effect from 1 October 2008, new UK Government legislation requires the Trustees to take 
responsibility for setting the assumptions which underlies the calculation of voluntary transfers to 
be paid from the Plan, having first taken advice from the Scheme Actuary. Prior to this date the 
responsibility for setting the assumptions lay with the Scheme Actuary. Accordingly, the transfer 
values of the UK accrued pensions at the year-end have been calculated in accordance with this 
new requirement.
Details of the Committee’s policy on pensions and the pension arrangements themselves are 
provided earlier in this Report.
On behalf of the Board.
James Bunkum
Group Company Secretary
23 September 2009
Board Report on Remuneration 
(continued) 34 34
The directors are responsible for keeping adequate accounting records that show and explain 
the company’s transactions, disclose with reasonable accuracy at any time the financial 
position of the company, and enable them to ensure that the financial statements comply with 
the requirements of the Companies Act 2006, and as regards the Group financial statements, 
Article 4 of the IAS Regulation.
The Directors are required by the Companies Act 2006 to prepare financial statements for 
each financial year which give a true and fair view of the state of affairs of the company and the 
group as at the end of the financial year and of the profit or loss of the group for the financial 
year.  The directors are required to prepare financial statements for the group in accordance 
with Article 4 of the IAS Regulation and have chosen to prepare financial statements for the 
company in accordance with UK Generally Accepted Accounting Practice.
In preparing the group and company 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; 
• for the group financial statements, state whether they have been prepared in accordance  
 with IFRS as adopted by the EU; 
• for the company financial statements, state whether applicable UK Accounting Standards  
 have been followed; and 
• prepare the financial statements on the going concern basis unless it is inappropriate to  
 presume that the group and company will continue in business.
They are also responsible for safeguarding the assets of the company and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities. 
 
The directors are responsible for preparing a directors’ report and a directors’ remuneration report 
which comply with the requirements of the Companies Act 2006.
Website Publication
The directors are responsible for ensuring the annual report and financial statements are made 
available on a website.  Financial statements are published on the group’s website in accordance 
with legislation in the United Kingdom governing the preparation and dissemination of financial 
statements, which may vary from legislation in other jurisdictions. The maintenance and integrity 
of the group’s website is the responsibility of the directors. The directors’ responsibility also 
extends to the ongoing integrity of the financial statements contained therein.
Directors’ responsibility statement pursuant to DTR4
The directors confirm to the best of their knowledge:
• The group financial statements have been prepared in accordance with International  
 Financial Reporting Standards as adopted by the European Union (IFRSs) and Article 4 of  
 the IAS Regulation and give a true and fair view of the assets, liabilities, financial position  
 and profit and loss of the group. 
• The annual report includes a fair review of the development and performance of the  
 business and the financial position of the group and the parent company, together with a  
 description or the principal risks and uncertainties that they face.
Statement of Directors’ 
Responsibilities 35 35
Independent Auditor’s Report 
to the members of Haynes 
Publishing Group P.L.C. 
We have audited the financial statements of Haynes Publishing Group P .L.C. for the year ended 
31 May 2009 which comprise the Consolidated Balance Sheet and Parent Company Balance 
Sheet, the Consolidated Income Statement, the Consolidated Cash Flow Statement, the 
Consolidated Statement of Changes in Equity, the Parent Company Reconciliation of movements 
in shareholders’ funds and the related notes. The financial reporting framework that has been 
applied in the preparation of the Group financial statements is applicable law and International 
Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting 
framework that has been applied in preparation of the Parent Company financial statements is 
applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with Sections 
495, 496 and 497 of the Companies Act 2006. Our audit work has been undertaken so that 
we might state to the company’s members those matters we are required to state to them 
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other than the Company and the Company’s 
members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the statement of directors’ responsibilities, the directors are 
responsible for the preparation of the financial statements and for being satisfied that they 
give a true and fair view. Our responsibility is to audit the financial statements in accordance 
with applicable law and International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. 
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial 
statements sufficient to give reasonable assurance that the financial statements are free from 
material misstatement, whether caused by fraud or error. This includes an assessment of: 
whether the accounting policies are appropriate to the Group’s and the Parent Company’s 
circumstances and have been consistently applied and adequately disclosed; the 
reasonableness of significant accounting estimates made by the directors; and the overall 
presentation of the financial statements.
Opinion on financial statements
In our opinion: 
• the financial statements give a true and fair view of the state of the Group’s and the Parent  
 Company’s affairs as at 31 May 2009 and of the Group’s profit for the year then ended; 
• the Group financial statements have been properly prepared in accordance with IFRSs as  
 adopted by the European Union; 
• the Parent Company financial statements have been properly prepared in accordance with  
 United Kingdom Generally Accepted Accounting Practice; and 
• the financial statements have been prepared in accordance with the requirements of the  
 Companies Act 2006; and, as regards the Group financial statements, Article 4 of the  
 IAS Regulation. 36 36
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
• the part of the directors’ remuneration report to be audited has been properly prepared in  
 accordance with the Companies Act 2006; and 
• the information given in the directors’ report for the financial year for which the financial  
 statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns  
 adequate for our audit have not been received from branches not visited by us; or 
• the Parent Company financial statements and the part of the directors’ remuneration  
 report to be audited are not in agreement with the accounting records and returns; or 
• certain disclosures of directors’ remuneration specified by law are not made; or 
• we have not received all the information and explanations we require for our audit.
Under the Listing Rules we are required to review:
• the directors’ statement, set out on page 34, in relation to going concern; and 
• the part of the corporate governance statement relating to the company’s compliance with  
 the nine provisions of the 2006 Combined Code specified for our review. 
 
Malcolm Thixton  (Senior Statutory Auditor)
For and on behalf of BDO Stoy Hayward LLP , Statutory Auditor 
Southampton 
23 September 2009
Independent Auditor’s Report 
to the members of Haynes 
Publishing Group P.L.C.  
(continued) 37 37
Financial Statements
  Consolidated Income Statement  
  Year ended 31 May 2009 
       2009 2008
       £000 £000
  Continuing operations  
  
 Note 2 Revenue            35,335  31,122 
  Cost of sales           (13,378) (12,050) 
  Gross profit     21,957  19,072 
  Other operating income                 101  75 
  Distribution costs             (8,622)  (7,345)   
  Administrative expenses             (5,861)  (4,835) 
 Note 4 Operating profit              7,575   6,967 
 Note 6 Finance income               1,123  1,518 
 Note 7 Finance costs             (1,642)  (1,400) 
  Profit before taxation from continuing operations            7,056     7,085 
 Note 8 Taxation             (2,267)  (2,043) 
                
  Profit for the period from continuing operations            4,789     5,042 
  
  Attributable to:   
  Equity holders of the parent              4,810  5,041 
  Minority interests                  (21)  1   
                4,789 5,042 
 Note 9 Earnings per 20p share – pence  
  Earnings per share from continuing and total operations  
     – Basic                29.4            30.8 
     – Diluted                29.4            30.8 
  38 38
Financial Statements
  Consolidated Statement of Recognised Income and Expense     
  Year ended 31 May 2009  
       2009 2008 
       £000 £000 
  Exchange differences on translation of foreign operations   4,634  284 
  Actuarial (losses)/gains on retirement benefit obligation   
  - UK Scheme     (1,627)  723  
  - US Scheme     (1,594)  (625)  
  Deferred tax on retirement benefit obligation     
  - UK Scheme     455  (202) 
  - US Scheme     637  250 
  Net income recognised directly in equity     2,505     430 
  Profit for the financial period     4,789  5,042 
  Total recognised income for the financial period    7,294     5,472 
  Attributable to:  
  Equity holders of the parent      7,315   5,471 
  Minority interests      (21)   1   
        7,294   5,472   39 39
Financial Statements
  Consolidated Balance Sheet  
  As at 31 May 2009  
       2009 2008
        £000  £000
  Non-current assets  
 Note 11 Property, plant and equipment     9,831  8,240  
 Note 12 Intangible assets     14,979  11,688  
 Note 17 Deferred tax assets     3,996 2,566  
        28,806     22,494  
  Current assets  
 Note 13 Inventories     12,523  11,114  
 Note 14 Trade and other receivables     11,765  11,733  
 Note 15 Cash and cash equivalents     3,029 2,506  
  Total current assets      27,317     25,353 
  Total assets      56,123     47,847  
  Current liabilities   
 Note 16 Trade and other payables     (4,446)  (4,832) 
  Current tax liabilities     (122)  (570) 
 Note 15 Bank overdraft      (1,659)     (2,310)    
  Total current liabilities      (6,227)     (7,712) 
  Non-current liabilities   
 Note 16 Other creditors     -  (67) 
 Note 17 Deferred tax liabilities     (2,691)  (1,392) 
 Note 19 Retirement benefit obligation     (10,390)  (6,794) 
  Total non-current liabilities      (13,081)     (8,253) 
  Total liabilities      (19,308)     (15,965) 
  Net assets     36,815     31,882  
  Equity   
 Note 20 Share capital     3,270  3,270  
 Note 21 Share premium reserve     638  638  
 Note 21 Retained earnings     29,328 29,018  
 Note 21 Foreign currency translation reserve     3,576  (1,058) 
  Equity attributable to equity holders of the parent   36,812     31,868  
 Note 21 Minority interests     3  14    
  Total equity      36,815     31,882 
   The financial statements were approved by the board of directors and authorised for issue   
  on 23 September 2009 and were signed on its behalf by:
  J H Haynes OBE E Oakley
  Director                             Director 40 40
Financial Statements
  Consolidated Cash Flow Statement  
  Year ended 31 May 2009
  
  Cash flows from operating activities - continuing
       2009 2008 
       £000 £000 
  Profit after tax     4,789 5,042
  
  Adjusted for:  
  Income tax expense      2,267 2,043 
  Interest payable and similar charges      116 34 
  Interest receivable      (38) (161) 
  Interest charges on pension liabilities less expected  
  returns on pension assets                               441  9 
  Operating profit      7,575 6,967 
  Depreciation on property, plant and equipment     864 765 
  Amortisation of intangible assets      418 43 
   IAS 19 pensions current service cost net  
  of contributions paid             (407) (27) 
  Excess of acquirer’s interest in the net fair value of the 
  indentifiable assets and liabilities over cost    - (38) 
  Loss/(gain) on disposal of property, plant and equipment                             139  (90)  
                               8,589  7,620 
  Changes in working capital:    
  (Increase)/decrease in inventories                             (300)   236    
  Decrease/(increase) in receivables                            1,918   (604) 
  Decrease in payables                               (917)  (274) 
   
  Net cash generated from operations                                            9,290  6,978  
  Tax paid                          (2,024)          (2,184)   
  Net cash from operating activities                           7,266           4,794   
  Investing activities    
  Disposal proceeds on property, plant and equipment   416  111    
  Purchases of property, plant and equipment    (2,354)  (1,997)  
   Expenditure on development software    (1,939)  (57) 
  Acquisition costs:      
  - Business combinations     -  (7,010)    
  - Deferred consideration                                (81)                (68) 
  Interest received     38     161 
  Net cash used in investing activities     (3,920)     (8,860)  
  Financing activities  
  Dividends paid                           (2,371)   (2,453) 
  Cash received from minority interests                                10   - 
  Interest paid                              (112)                (34) 
   Net cash used in financing activities         (2,473)     (2,487) 
 Note 23 Net increase/(decrease) in cash and cash equivalents    873     (6,553)  
  Cash and cash equivalents at begining of year    196  6,478  
  Effect of foreign exchange rate changes    301  271 
 Note 23 Cash and cash equivalents at end of period    1,370     196  41 41
Financial Statements
  Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009 
 1 Principal accounting policies 
 Haynes Publishing Group P .L.C. (the “Company”) is a company domiciled in the United 
 Kingdom.  The address of the registered office is given on page 16. The consolidated financial  
 statements of the Company for the year ended 31 May 2009 comprise the Company and its   
 subsidiaries (together referred to as the “Group”). The accounting policies contained below in   
 note 1 and the disclosures in notes 2 to 26 all relate to the Group’s financial statements.  
 The Company has elected to prepare its parent company financial statements in accordance   
 with UK GAAP . The parent company balance sheet can be found on page 71 and the applicable   
 accounting policies of the parent company contained in notes 27 to 39.  
 Basis of preparation  
 
 The Group financial statements have been prepared and approved by the directors in    
 accordance with International Financial Reporting Standards (IFRS’s) as adopted by the   
 European Union and as such comply with Article 4 of the EU IAS Regulation.  
  
 The Group financial statements have been prepared on the historical cost basis except for the  
 treatment of certain financial instruments and are presented in sterling, with all values rounded   
 to the nearest thousand pounds (£’000) except as indicated otherwise. 
   
  (a) New standards, amendments to standards or interpretations effective in 2008/9   
 During the financial year beginning 1 June 2008 the following new standards, amendments   
 to standards or interpretations became effective for the first time. The adoption of   
 these interpretations, standards or amendment to standards were either not relevant for   
 the Group or have not led to any significant impact on the Group’s financial statements.  
 IFRIC 11 - IFRS 2:       Group treasury share transactions
 IFRIC 12:        Service concession arrangements
 IFRIC 13:        Customer loyalty programmes
 IFRIC 14:        The limit on a defined benefit asset, minimum funding  
    requirements and their interaction 
 IAS 39 (amendment):      Financial instruments: recognition and measurement
  
 (b) New standards, amendments to standards or interpretations not yet applied   
 The IASB and IFRIC have issued the following standards and interpretations with an effective   
 date falling after the date of these financial statements.
 
 International Accounting Standards (IAS/IFRS)               Effective date
  for periods commencing
 IFRS 2    Amendment to IFRS 2 Share Based Payment:  
     Vesting Conditions and Cancellations   1 January 2009
 IFRS 3    Revised IFRS 3 Business Combinations    1 July 2009
 IFRS 8    Operating Segments     1 January 2009
 IAS 1      Amendment to IAS 1: Presentation of Financial  
     Statements: A Revised Presentation    1 January 2009
 IAS 23    Amendments to IAS 23 Borrowing Costs    1 January 2009
 IAS 27    Amendments to IAS 27 Consolidated  
     and Separate Financial Statements    1 July 2009
 IAS 32    Amendments to IAS 32 Financial Instruments: Presentation 1 January 2009
 IAS 39    Amendment to IAS 39 Financial Instruments: Recognition  
     and Measurement     1 July 2009 42 42
Financial Statements
 Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009 
 1 Principal accounting policies (continued)
 International Financial Reporting Interpretations Committee (IFRIC)
 IFRIC 15   Agreements for the Construction of Real Estate
 IFRIC 17   Distribution of Non-Cash Assets to Owners*
 IFRIC 18   Transfers of Assets from Customers
 * Not yet adopted for use in the European Union*
 The above standards and interpretations will be adopted in accordance with their effective   
 dates and have not been adopted in these financial statements. The Directors do not anticipate   
 that the adoption of the above Standards and Interpretations will have a material impact on   
 the financial statements of the Group in the period of initial application.
 The revision to IFRS 3 will apply to business combinations arising after 1 January 2010. The   
 revised standard will require companies to recognise subsequent changes in the fair value 
 of contingent consideration in the income statement rather than against goodwill. In addition,   
 transaction costs will be required to be recognised immediately in the consolidated income statement.
   
 Basis of consolidation   
 The consolidated financial statements incorporate the financial statements of the Company and 
 entities controlled by the Company made up to the reporting date. Control is achieved where 
 the Company has the power to govern the financial and operating policies of an investee entity   
 so as to obtain benefits from its activities.  
 On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at 
 their fair values at the date of acquisition. Any excess of the fair value of consideration over the 
 fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of 
 the fair value of consideration below the fair values of the identifiable net assets acquired 
 (i.e. discount on acquisition) is credited to the consolidated income statement at the 
 date of acquisition. 
 The results of subsidiary undertakings acquired or disposed of in the year are included in the  
 consolidated income statement from the effective date of acquisition or up to the effective date  
 of disposal, as appropriate. Where necessary, adjustments are made to the financial statements  
 of subsidiaries to bring the accounting policies used into line with those used by the Group. 
 Minority interests represent the portion of profit or loss and net assets in subsidiaries that is   
 not held by the Group and is presented within equity in the consolidated balance sheet, 
 separately from the Company shareholders equity. 
 All intra-group transactions, balances, income and expenses are eliminated on consolidation.  
 
 Intangible assets and goodwill   
 All business combinations are accounted for by applying the purchase method. Goodwill arising  
 on consolidation represents the excess of the fair value of consideration over the Group’s   
 interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly  
 controlled entity at the date of acquisition and is included in the balance sheet under the   
 heading of intangible assets. 
 For acquisitions made prior to 1 June 2004, goodwill is recorded on the basis of its deemed   
 cost which represented its carrying value at 1 June 2004 under UK GAAP .  43 43
Financial Statements
 Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009 
 1 Principal accounting policies (continued)
 The goodwill is allocated to cash generating units and reviewed for impairment at least annually.  
 On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of   
 goodwill is included in the determination of the profit and loss on disposal.  
 Where applicable adjustments are made to bring the accounting policies of an acquired   
 business into alignment with those of the Group. Any costs associated with reorganising or
 restructuring the  business are charged directly to the consolidated income statement. If at 
 the balance sheet date the fair value of the acquiree’s identifiable assets, liabilities and   
 contingent liabilities can only be established provisionally these values are used. Any   
 adjustments to these values made within 12 months of the acquisition date are taken as   
 adjustments to goodwill. 
 Intangible assets acquired separately are measured on initial recognition at cost. An intangible   
 resource acquired in a business combination is only recognised as an intangible asset if it is 
 separable from the acquired business or arises from contractual or legal rights, is expected   
 to generate future economic benefits and its fair value can be measured reliably. An intangible  
 asset with a finite life is amortised on a straight line basis so as to charge its cost which, 
 in respect of an acquired intangible asset, represents its fair value at the acquisition date, to the 
 consolidated income statement over its expected useful life. An intangible asset with an 
 indefinite or indeterminate life is not amortised but is tested at least annually for impairment and 
 carried at costs less any recognised impairment losses.
 Computer software that is not integral to an item of property, plant and equipment is recognised   
 separately as an intangible asset. Amortisation is provided on a straight line basis so as to   
 charge the cost of the software to the income statement over its expected useful life within   
 the business. 
 The estimated useful lives of assets are as follows: 
  Trademarks, domain names, copyright, know-how   Indeterminite life
  Goodwill    Indefinite life
  Development costs    5 years  
   
  
  Research and development costs 
 
    
  
  All research expenditure is charged to the income statement in the period in which it is incurred.   
  Development expenditure is charged to the income statement in the period in which it is 
  incurred unless it relates to either the development of a new product or an enhancement to an    
  existing product where the commercial viability of the product can be proven, the costs can be    
  separately identified and measured reliably, the development is expected to bring future  
  economic benefit to the Group and the Group has sufficient resources and intends to complete   
  the development and to use or sell the asset. Any such capitalised development expenditure is 
   amortised on a straight line basis so that it is expensed to the income statement over the 
  expected life of the product.  
  Revenue recognition    
  Revenue is measured at the fair value of the consideration received or receivable for goods    
  or  services provided in the normal course of business, net of discounts and sales related taxes.     
  The following specific recognition criteria also apply:    
  Revenue from the sale of goods is recognised when the goods are despatched and the    
  significant risks and rewards of ownership are passed to the customer and can be reliably measured. 44 44
Financial Statements
   Notes to the Consolidated Financial Statements    
  Year ended 31 May 2009       
 1  Principal accounting policies (continued) 
  Revenue from the sale of services is recognised when the service has been supplied and    
  the risks and rewards associated with the supply have been passed to the customer. 
    
  Revenue from the sale of licenses under a fixed term and price contract is recognised on a 
  straight line basis over the period of the contract. Revenue from the sale of an individual 
  non-refundable license is recognised once the license has been delivered and the substantial 
  obligations of the vendor have been fulfilled.
   Foreign currencies    
  Transactions in foreign currencies are translated to sterling at the rate ruling on the date of    
  the transaction. Exchange differences arising from the movement in rates between the date of    
  transaction and the date of settlement are taken to the consolidated income statement as 
  they arise.    
  Assets (including goodwill) and liabilities of overseas subsidiaries are translated to sterling at the  
  rate ruling on the balance sheet date. The results of that subsidiary are translated at an average   
  rate of exchange for the year.    
  Exchange gains or losses arising on the translation of the opening net assets of an overseas 
  subsidiary, together with exchange differences arising on the use of the average rate of    
  exchange, are taken to reserves.   
  The foreign exchange rates used in the financial statements to consolidate the overseas    
  subsidiaries are as follows (local currency equivalent to £1):    
     Year-end rate   Average rate 
    2009 2008 2009 2008 
  US dollar  1.61 1.98 1.64 2.01 
  Euro  1.14 1.27 1.18 1.38 
  Swedish krona  12.22 11.87 12.11 12.85  
  Australian dollar  2.02 2.07 2.17 2.26 
  Impairment of non-current assets  
  All non-current assets are tested for impairment whenever events or circumstances indicate    
  that their carrying value might be impaired. In addition, intangible assets and goodwill with an    
  indefinite or indeterminable life are subject to at least an annual impairment test.  
  An impairment loss is recognised to the extent that an asset’s carrying value exceeds its  
  recoverable amount, which will represent the higher of the asset’s fair value less costs to sell 
  and its value in use. An asset’s value in use represents the present value of the future cash    
  flows expected to be derived from the asset. Where it is not possible to estimate the 
  recoverable amount of an individual asset, the impairment review is undertaken in relation to the 
  cash generating unit to which the asset belongs. The recoverable amount of goodwill is 
  determined by reference to the discounted future cash flows of the cash generating unit to    
  which it is allocated.  
  
  Impairment losses recognised in previous periods for an asset other than goodwill are 
  reversed if there has been a change in estimates used to assess the asset’s recoverable 
  amount. The carrying amount of an asset shall not be increased above the amount that would 
  have been determined had no loss been recognised in prior periods. Impairment losses 
  recognised in relation to goodwill are not reversed.    
  Impairment losses when recognised are passed through the consolidated income statement.
  Property, plant and equipment  
  Property, plant and equipment are held in the balance sheet at cost (cost comprising the 
  acquisition cost of the asset along with any other attributable costs at the date of acquisition). 45 45
Financial Statements
   Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009
 1 Principal accounting policies (continued)
  Depreciation is provided to write off the cost of property, plant and equipment less any 
  estimated current residual values, by equal instalments over their estimated useful lives.    
  Residual values are based on commercial and industry experience and where appropriate using  
  the services of professional surveyors.     
  While the estimated useful life on an asset is determined on acquisition, using best estimates, 
  both residual values and estimated useful lives are monitored on an annual basis. Where the    
  estimated current residual value is in excess of the net book value of the asset concerned, no    
  depreciation is charged during the period.    
  The estimated useful lives of assets are as follows:    
  Freehold land Nil
  Freehold buildings 40 years  
  Leasehold property The period of the lease 
  Plant and equipment 3 years to 20 years 
  The gain or loss arising on the disposal or retirement of an asset is determined as the difference 
  between the sales proceeds and the carrying amount of the asset and is recognised in the 
  consolidated income statement.    
  Inventories  
  
  Stock and work in progress are valued at the lower of cost and net realisable value. Cost    
  comprises direct materials, other direct costs and labour together with an appropriate    
  proportion of overheads. 
  The cost of editorially originating a new title (i.e. the costs of writing, photographing and editing    
  a title) are expensed to the Consolidated Income Statement to match against the corresponding  
  revenue from such titles, over a period not exceeding 5 years. Provision is made against slow    
  moving and obsolete stock to ensure the value at which stock is held in the balance sheet is    
  reflective of anticipated future sales patterns. The period before a provision is made varies    
  between product categories but for general publishing related titles does not exceed 2 years    
  and for technical motoring titles does not exceed 5 years.
  Leases   
  Where a Group Company enters into a lease which entails taking substantially all the risks 
  and rewards of ownership of an asset, the lease is treated as a “finance lease”. The asset is 
  recorded in the balance sheet as property, plant and equipment and is depreciated over its 
  estimated useful life or the term of the lease, whichever is shorter. Future instalments under 
  such leases, net of finance charges, are included within creditors. Rentals payable are 
  apportioned between the finance element, which is charged to the consolidated income 
  statement, and the capital element which reduces the outstanding obligation for future instalments.
  All other leases are accounted for as “operating leases” and the rental charges are charged to 
  the consolidated income statement on a straight line basis over the life of the lease.
  Taxation 
  
  The tax expense represents the aggregate of the tax currently payable and deferred tax. The 
  tax currently payable is based on taxable profit for the period. Taxable profit differs from net 
  profit as reported in the income statement as 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. 46 46
Financial Statements
  Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009
 1 Principal accounting policies (continued)
  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 assets are generally recognised to the extent that it is 
  probable that taxable profits will be available against which deductible temporary differences 
  can be utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet 
  date and reduced to the extent that it is no longer probable that sufficient taxable profits will be 
  available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax 
  rates that are expected to apply in the period when the liability is settled or the asset is realised. 
  Deferred tax is charged or credited in the income statement, except when it relates to items 
  charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
  Pension and other post retirement benefits  
  Payments to defined contribution retirement benefit schemes are charged as an expense as 
  they fall due. For defined benefit retirement schemes, the cost of providing benefits is 
  determined using the Projected Unit Credit Method, with actuarial valuations being carried out 
  at each balance sheet date. Actuarial gains and losses are recognised in full in the period 
  in which they occur. They are recognised outside the income statement and presented in the 
  statement of recognised income and expense. Past service costs are recognised immediately 
  to the extent that the benefits are already vested, and otherwise are amortised on a straight-line 
  basis over the average period until the benefits become vested.
  The retirement benefit obligation recognised in the balance sheet represents the present value   
  of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced 
  by the fair value of scheme assets.
  Dividends payable
  The liability for final dividends is recorded when the dividends are approved by the Company’s 
  shareholders. For interim dividends, the liability is recorded when the dividends are paid. 
  Cash and cash equivalents 
  Cash and cash equivalents includes 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. For the purposes of the Group Cash Flow Statement, cash and cash equivalents are as 
  defined above, net of outstanding bank overdrafts. 
 
  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.  Financial assets are 
  treated as loans and receivables and carried at amortised cost.  Financial liabilities are ‘other’ 
  liabilities which are carried at amortised cost. 
  Trade and other receivables 
  Trade receivables are recorded at fair value and carried at amortised cost. 
  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 receivables. The amount of the provision is recognised in the income statement. The cost of 
  unrecoverable trade receivables is recognised in the income statement immediately. 
  Customer allowances, which are earned by customers on reaching targeted levels of sales are   
  netted against trade receivables in the balance sheet. 47 47
Financial Statements
  Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009
 1 Principal accounting policies (continued)
  Where an advance is paid to an author, ahead of a title’s publication, the advance is held as an 
  asset on the balance sheet and is classified within other debtors. Once the title has been   
  published, royalties earned against the title will be offset against the author’s advance until 
  the advance asset has been cleared. Where it is deemed unlikely that future sales activity will 
  clear the outstanding royalty advance a provision is made to write-down the asset to its 
  expected recoverable amount.  
  Bank borrowings 
  Interest-bearing bank loans and overdrafts are recorded at fair value and carried of amortised cost. 
  Trade payables 
  Trade payables are not interest bearing and are recorded at fair value and carried at amortised cost. 
  Provisions 
  A provision is recognised in the balance sheet when a Group entity has a legal or constructive   
  obligation as a result of a past event, that can be estimated reliably and it is probable that an 
  outflow of economic benefits will be required to settle the obligation. If the effect is material, 
  a provision will be made by discounting the expected future cash flows at a pre-tax rate that 
  reflects current market assessments of the time value of money and, where appropriate, the 
  risks specific to the liability. 
  Critical accounting estimates and judgements
  The preparation of the consolidated financial statements requires the Group to make certain 
  estimates and assumptions that have an impact on the application of the policies and the 
  amounts reported in the consolidated financial statements. Estimates and judgements are 
  evaluated based on historical experiences and expected outcomes and are believed to 
  be reasonable at the time such estimates and judgements are made, although actual 
  experience may vary from these estimates. 
  The estimates and assumptions which have the most significant bearing on the carrying value 
  of assets or liabilities are explained below: 
  i) Impairment of intangible assets 
   In line with IAS 36 the Group is required to test the carrying value of goodwill and intangible
   assets with indefinite or indeterminate lives, at least annually, for impairment. As part of this
   review process, the recoverable amount of the asset is determined using value in use 
   calculations, which requires estimates of future cash flows and as such is subject to
   estimates and assumptions. Further details are contained in note 12 to the consolidated    
   financial statements.
    
  ii) Depreciation of property, plant and equipment 
   Depreciation is provided in the consolidated financial statements so as to write-down the 
   respective assets to their residual values over their estimated useful lives and as such, the 
   selection of the estimated useful lives and the expected residual values of the assets requires 
   the use of estimates and judgements. Details of the estimated useful lives are as shown  
   above in the policy note for depreciation. 
  iii) Impairment of property, plant and equipment 
   Where there is an indication that the carrying value of items of property, plant and equipment
   may have been impaired through events or changes in circumstances during the year, a
   review will be undertaken of the recoverable amount of that asset based on value in use
   calculations which will involve estimates and assumptions to be made by management (refer
   to note 11 of the consolidated financial statements).  48 48
Financial Statements Financial Statements
  Notes to the Consolidated Financial Statements
  Year ended 31 May 2009
 1 Principal accounting policies (continued) 
  iv) Pensions and other post retirement benefits 
   In determining the pension cost and the defined benefit obligation of the Group’s defined 
   benefit pension schemes a number of assumptions are used. These assumptions include 
   an appropriate discount rate, the levels of salary escalation and price inflation, the expected 
   return on the schemes’ investments and mortality rates. Further details are contained in note 
   19 to the consolidated financial statements.
  
  v) Inventory provisions 
   The Group reviews its finished goods inventory on a regular basis and, where appropriate, 
   makes provision for slow moving and obsolete stock based on estimates of future sales 
   activity. The estimates of future sales activity will be based on both historical experience and 
   expected outcomes based on knowledge of the markets in which the Group operates (refer 
   to note 13 of the consolidated financial statements). 
 
  vi) Origination amortisation 
   The cost of editorially originating a new title is expensed to the Consolidated Income 
   Statement to match against the corresponding revenue from such titles, over a period not 
   exceeding 5 years. The assessment of future sales activity is based upon estimates from 
   management using both historical experience and expected outcomes based on knowledge   
   of the markets in which the Group operates.
 
  vii) Development costs 
 
   The capitalisation and subsequent amortisation of development costs requires management 
   to make certain judgements regarding the future commercial viability of the development 
   activity and the businesses ability to devote the appropriate level of resources to complete  
   the development project and sell or use the asset. 
    
 2  Revenue
        2009  2008  
        £000 £000   
  Revenue by geographical destination on continuing operations   
  United Kingdom     10,808 10,719    
  Rest of Europe     5,750 3,090   
  United States of America    15,756  14,322   
  Rest of World     3,021 2,991  
  Total consolidated revenue*     35,335    31,122   
   
  *Analysed as follows:      
  Sales of goods     27,866 27,001   
  Rendering of services    6,977  3,730   
  Royalities and license income     492 391  
  Total consolidated revenue     35,335    31,122   
  49 49
Financial Statements
  Notes to the Consolidated Financial Statements     
  Year ended 31 May 2009 
 3   Segment information 
 
  For management purposes, the Group is currently organised into two operating segments.    
  These operating segments are the basis on which the Group reports its primary  
  segment information. 
      
   The principal activities of the two primary segments are as follows:
   – The origination and sale of automotive repair manuals and electronic data in the UK and Europe. 
  – The origination, production and sale of automotive repair manuals in North America and Australia.
  Primary format – by geographical location     
  Financial year ending 31 May 2009     
      North     
     UK  America     
     & Europe & Australia  Eliminations  Consolidated  
     2009 2009 2009 2009
     £000 £000 £000 £000
  Revenue     
  External sales  16,427 18,908 – 35,335
  Inter-segment sales  182  804    (986) -
  Total revenue      16,609     19,712    (986)     35,335   
 
  Inter-segment sales are charged at the prevailing market rates.   
  Result      
  Segment operating profit  2,195 5,144 – 7,339 
   Unallocated head office income less expenses    236 
  Finance income     1,123
  Finance costs     (1,642)
  Consolidated profit before tax      7,056   
  Taxation      (2,267)
  Profit for the period from continuing operations    4,789
      North 
     UK America  
     & Europe & Australia Eliminations Consolidated
     2009 2009 2009 2009
     £000 £000 £000 £000
  Balance sheet     
  Segment assets  21,751 27,321 (990)  48,082  
  Segment liabilities  (4,438) (5,124) 2,275  (7,287)   
  Segment net assets   17,313     22,197     1,285     40,795   
   Unallocated head office assets [1]      9,485 
  Unallocated head office liabilities [1]      (12,180) 
  Unallocated head office eliminations     (1,285)
  Consolidated net assets      36,815   
  [1]  The unallocated head office assets primarily relate to freehold property of £2.9 million  
  (2008: £2.9 million), deferred tax assets of £3.8 million (2008: £2.6 million) and amounts owed by  
  subsidiary undertakings of £1.4 million (2008: £0.9 million)  The unallocated head office liabilities  
  primarily relate to the plan deficit on the UK’s multi-employer defined benefit scheme of £7.0 million    
  (2008: £5.4 million) and tax liabilities of £0.5 million (2008: £0.6 million).   50 50
Financial Statements
  Notes to the Consolidated Financial Statements     
  Year ended 31 May 2009 
 3   Segment information (continued)       
                  
       Capital
       Additions  Depreciation
       2009 2009
       £000 £000
  Other segment information     
  UK and Europe - Continuing                    270  249  
  North America & Australia                 2,084  600   
                               2,354  849 
  Unallocated head office                                    –   15
  Consolidated total                                2,354  864 
   
  Financial year ending 31 May 2008 
                                       North  
                                                                                      UK               America 
                                                                                                   & Europe     & Australia         Eliminations  Consolidated
    2008 2008 2008 2008
    £000 £000 £000 £000
  Revenue  
  External sales   13,912   17,210    –  31,122 
  Inter-segment sales   236   706    (942)  –  
  Total revenue   14,148   17,916    (942)  31,122 
   Inter-segment sales are charged at the prevailing market rates. 
  Result      
  Segment operating profit    1,258   5,469  –   6,727 
   Unallocated head office income less expenses    240 
  Finance income      1,518 
  Finance costs      (1,400)
  Consolidated profit before tax      7,085 
  Taxation       (2,043)
  Profit for the period from continuing operations    5,042  
     North 
    UK America   
    & Europe & Australia Eliminations  Consolidated
    2008 2008 2008 2008
    £000 £000 £000 £000
  Balance sheet     
  Segment assets   19,943   22,197   (839)  41,301 
  Segment liabilities   (4,860)  (2,528)  1,646   (5,742)
  Segment net assets   15,083   19,669  807   35,559
  Unallocated head office assets [1] see page 49    7,477 
  Unallocated head office liabilities [1] see page 49    (10,347)
  Unallocated head office eliminations     (807)
  Consolidated net assets      31,882         
   
   51 51
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
  
 3   Segment information (continued)        
         Capital
         Additions  Depreciation 
         2008   2008 
  Other segment information        £000   £000 
  UK and Europe - Continuing       270   285 
  North America & Australia                          1,958  461
         2,228   746 
  Unallocated head office        1   19 
  Consolidated total        2,229   765
  Secondary format – by business segment 
  Although the primary reporting focus of the Group is based on the geographical location of the    
  operating units, there are two distinct business segments within the Group as follows:
  – The origination and sale of automotive repair manuals    
  – The origination and sale of general publishing titles 
 
  The sales to external customers in each of the two segments is shown below: 
 
      2009 2008 
      £000 £000 
  Automotive    29,262 24,879 
  General book publishing    6,073 6,243 
      35,335 31,122 
  
  Shown below is an analysis of the carrying amount of segment assets along with the additions    
  to property, plant and equipment in relation to the two business segments:
    Additions  Additions
   Carrying to property, Carrying to property,
   amount of plant and amount of plant and
   segment assets equipment segment assets equipment
   2009 2009 2008 2008
   £000 £000 £000 £000
  Automotive 43,612 2,354 36,164 2,228 
  General book publishing 4,470 - 5,137 - 
   48,082 2,354 41,301 2,228 
  
 4  Operating profit 
  Operating profit is arrived at after charging/(crediting) the following:
        2009 2008 
        £000 £000 
  Net foreign exchange losses/(gains)    21  (26)  
  Depreciation of property, plant and equipment     864 765 
  Amortisation of intangible assets    418 43  
  Loss/(profit) on sale of property, plant & equipment   139  (90)    
  Cost of inventories recognised as an expense     10,671 9,834  
  Operating lease rentals  – Land and buildings    212  190 
                       – Plant and equipment     198 197  
  Staff costs (see note 5)      10,764 9,239   52 52
Financial Statements
  Notes to the Consolidated Financial Statements  
  Year ended 31 May 2009
 4  Operating profit (continued) 
  Auditors remuneration 
  The total fees payable by the Group to BDO Stoy Hayward LLP and their associates for work 
  performed during the year in respect of audit, tax compliance and other services to the Group 
  and its subsidiary companies is shown below:
        2009 2008
        £000 £000
  Fees payable to the Company’s auditor for the audit of 
  the Company’s annual accounts:    33 36  
  Fees payable to the Company’s auditor and its associates for other services  
    –  The audit of the Company’s subsidiaries pursuant to legislation  76  65   
    –  Other services pursuant to legislation     11 8  
    –  Transaction support services    4 47   
    –  Tax services       62 54  
  Fee’s payable in respect of the Group’s pension plans  
   –  Audit       5 5  
        191    215 
 5  Staff costs
  Employees:
  The average number of employees (including Directors)  during the year, analysed by category,    
  was as follows:       
        Total Total
        2009 2008
        number number
  Production       158   152 
  Selling and distribution      59  62 
  Administration       54   58 
             271    272 
  The aggregate payroll costs of these persons were as follows:    
        Total Total
        2009 2008
        £000 £000
  Wages and salaries                 8,603   7,411 
  Employer’s social security costs                    810       610 
  Employer’s pension costs  - defined benefit schemes (note 19)              1,192      1,095 
  Employer’s pension costs - defined contribution schemes                  159  123 
                    10,764     9,239   
  Full details concerning Directors’ emoluments, pension entitlements and long term incentive    
  schemes are shown in notes 7 and 8 of the  Board Report on Remuneration. 
 
 6  Finance income    
        2009 2008
        £000 £000
  Finance income can be analysed as follows:     
  Interest receivable on bank deposits    38 161 
  Expected return on pension scheme assets (note 19)   1,085 1,357 
         1,123     1,518 
  53 53
Financial Statements
  Notes to the Consolidated Financial Statements 
  Year ended 31 May 2009
 7  Finance costs    
        2009 2008
        £000 £000
  Finance costs can be analysed as follows:     
  Interest payable on bank loans and overdrafts    87 34 
  Other Interest       29 - 
  Interest charge on pension scheme liabilities (note 19)   1,526 1,366 
         1,642 1,400
   
 8  Taxation              
             2009 2008
             £000 £000  
  (a) Analysis of charge in the period  
  Current tax:  
  – UK corporation tax on profits of the period         1,337 2,140 
  – Foreign tax            1,058 2,141 
  – Double tax relief           (1,227)  (1,856) 
  – Adjustments in respect of prior periods         65  (595) 
             1,233    1,830
  Deferred tax (note 17):  
  – Origination and reversal of temporary differences        1,034 213 
  Total taxation in the Consolidated Income Statement      2,267     2,043 
  (b) Reconciliation of effective tax rate  
  The tax assessed for the period differs from the UK standard rate of corporation tax for the 
  period of 28% (2008: 29.7%).  The differences  are explained below:
             2009 2008
             £000 £000
  Profit on ordinary activities before tax           7,056 7,085 
   Taxation calculated at the standard rate of corporation tax  
  in the UK of 28% (2008: 29.7%)            1,976 2,102 
  Affected by:  
  Variance in overseas tax rates           404  631 
  Income/expenses not chargeable/deductible for tax        (178)  (95) 
  Adjustments relating to prior years            65 (595) 
  Total tax charge for the year reported in the  
  Consolidated Income  Statement          2,267     2,043 
  Effective tax rate           32% 29% 
   The effective tax rate is higher than the standard rate of UK tax due to the impact of the mix of 
  profits from overseas operations where the tax rates differ from the UK. 
   
  There is an unrecognised deferred tax liability for temporary differences associated with the    
  Company’s investments in its subsidiaries. However, in line with paragraph 40 of IAS 12, no 
  liability has been recognised in respect of these differences as the Company controls the 
  dividend policies of its subsidiaries and as such is in a position to control the timing of the 
  reversal of these differences and it is probable that such differences will not reverse in the 
  foreseeable future. The cumulative unremitted reserves of overseas subsidiaries as at 31 May 
  2009 was £21.0 million (2008: £20.1 million). However, it is not practical to calculate the tax
  that would be due if these amounts were remitted due to the availability of foreign tax credits. 54 54
Financial Statements
   Notes to the Consolidated Financial Statements
  Year ended 31 May 2009
 9  Earnings per share 
  The calculation of the basic and diluted earnings per share is based  on the following data:
      2009 2008 
      £000 £000
  Earnings:  
  Profit after tax - continuing operations*   4,810 5,041  
  Profit after tax - all operations*     4,810    5,041 
  Number of shares:  
  Weighted average number of shares (note 20)    16,351,540   16,351,540  
  * Figure has been adjusted to exclude a loss of £21,000 (2008: profit of £1,000) attributable to    
  minority interests 
  As at 31 May 2009 there were no outstanding options on either of the Company’s two classes 
  of shares and there is no difference between the earnings used in the basic and diluted 
  earnings per share calculation.  
 10  Dividends 
                        2009 2008
                        £000 £000
  Amounts recognised as distributions to equity holders in the period:  
  
  Final dividend for the year ended 31 May 2008 of 10.5p per share   
  (2007: 10.0p per share)     1,717 1,635 
  Interim dividend for the year ended 31 May 2009 of 4.0p per share  
  (2008: 5.0p per share)     654 818 
       2,371 2,453 
  
  Proposed final dividend for the year ended 31 May 2009  
  of 11.5p per share                      1,880 1,717 
  The proposed final dividend is subject to approval by shareholders at the Annual General    
  Meeting, to be held on 21 October 2009 and has not been included as a liability in these  
  financial statements. 55 55
Financial Statements
  Notes to the Consolidated Financial Statements
  Year ended 31 May 2009
 11  Property, plant and equipment
      Land and buildings     
       Short Plant and
     Freehold leasehold equipment Total
  The Group    £000 £000 £000 £000
  Cost at 1 June 2007     5,318   398   16,097   21,813 
  Additions through business combinations   –     –    232 232
  Additions    1,136 32 829 1,997
  Exchange rate movements    20 1  52 73
  Disposals    (10) (1) (648)  (659)
  Cost at 1 June 2008     6,464   430   16,562   23,456 
  Additions    - 102 2,252 2,354
  Exchange rate movements                       570                  69              1,327  1,966
  Disposals    (2) - (4,983) (4,985)
  Cost at 31 May 2009     7,032   601   15,158   22,791
  Amortisation at 1 June 2007     1,359   282   13,409   15,050 
  Exchange rate movements    –    –    39 39   
  Charge for the year    10 6 749 765
  Disposals    –    (1) (637) (638)
  Amortisation at 1 June 2008     1,369   287   13,560   15,216 
  Exchange rate movements    73 41 1,197 1,311   
  Charge for the year    28 16 820 864
  Disposals    (1) - (4,430) (4,431)
  Accumulated depreciation at 31 May 2009   1,469   344   11,147   12,960
  
  Net book value at 31 May 2009     5,563 257 4,011 9,831  
  Net book value at 31 May 2008     5,095   143   3,002  8,240 
  Net book value at 31 May 2007     3,959   116   2,688   6,763 
   There were no assets financed through finance leases or hire purchase arrangements during the 
  current or prior year.   
  The Directors’ are not aware of any events or changes in circumstances during the year which 
  would have significant impact on the carrying value of the Group’s property, plant and 
  equipment as at the balance sheet date. 56 56
Financial Statements
  Notes to the Consolidated Financial Statements     
  Year ended 31 May 2009 
 12  Intangible assets 
      Internally
      generated 
    Trademarks  software
    and domain                  development  Other 
   Goodwill names Know how costs intangibles Total
   £000 £000 £000 £000 £000 £000
  Cost at 1 June 2007 4,359   –     –     –     –     4,359 
  Additions through 
  business combinations 2,659 1,209 2,491 811 122 7,292
  Exchange rate movements  3 – – 24 (2)  25  
  Additions  –    – – 55 – 55
  Cost at 1 June 2008 7,021  1,209     2,491    890     120     11,731 
  Fair value adjustment* 54 – – – – 54
  Exchange rate movements 984 182 373 231 26  1,796   
  Additions –    – – 1,939 – 1,939
  Cost at 31 May 2009  8,059   1,391     2,864     3,060     146     15,520 
   
  Amortisation at 1 June 2007 –    –    –    –     –     –
  Exchange rate movements  –    –     –     –     –     –   
  Amortisation charge 
  for the period  –     –    –    43    –     43 
  Amortisation at 1 June 2008 – – – 43 – 43
  Exchange rate movements – – – 80 – 80 
  Amortisation charge 
  for the period – – – 418 – 418
  Cost at 31 May 2009  -     -     -    541     -     541 
  Carrying value as at 
  31 May 2009  8,059   1,391     2,864     2,519    146     14,979
  Carrying value as at 
  31 May 2008  7,021   1,209     2,491     847    120     11,688 
  Carrying value as at 
  31 May 2007  4,359   –     –     –     –     4,359 
  * The fair value adjustment to goodwill of £54,000 relates to non-recoverable sales ledger  
     balances in Vivid Holding BV and was made within the first 12 months from the date of acquisition. 
   
  Impairment tests for cash-generating assets containing goodwill 
  The Group tests intangible assets and goodwill with indefinite or indeterminate useful lives for 
  impairment annually, or more frequently if there are indications that their carrying values might 
  be impaired. As at the balance sheet date an impairment test has been undertaken on the cash 
  generating units shown below, based on value in use calculations and using the latest available 
  financial information. 
  The impairment reviews have been based on financial budgets which have been prepared by 
  management and approved by the Board. The key assumptions used in the budgets relate to 
  sales growth which for Haynes North America and Vivid Holding BV have been set at 2%, sales 
  pricing and changes in direct costs which have been based on historical performance and  
  predicted future outcomes.  57 57
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
 
 12  Intangible assets (continued) 
 
  The rate used to discount the forecast cash flows in both CGU’s was 16%. Based on the   
  impairment reviews undertaken in relation to both the Haynes North American and Vivid Holding  
  BV CGU’s, the cash flows over the next 5 year period, are expected  to exceed the carrying  
  value of the goodwill and intangible assets with indefinite or  indeterminate lives and as such  
  there are no indications of impairment at the balance sheet date  (2008: £nil).  
  The intangible assets in relation to trademarks & domain names and know how are assigned 
  indefinite useful lives and relate to Vivid Holding BV in Holland and Bookworks Pty Ltd  
  in Australia. Both Vivid and Bookworks have strong reputations in their respective market 
  places. Bookworks is the leading distributor of technical automotive publications in Australia 
  while Vivid manages a unique multilingual database of repair and maintenance data on all  
  current European and Asian cars, light commercial vehicles and trucks. The carrying value for 
  assets with an indefinite life are tested annually for impairment. 
   
  In assessing the value in use of the CGU’s, management have considered the potential impact    
  of reasonably possible changes in the main assumptions used and believe that there are no 
  such changes that would cause the carrying value of the units to exceed their recoverable amount. 
 
  The carrying amount of goodwill has been allocated as follows:
       2009 2008
       £000 £000
  Unit:      
  Haynes North America (HNA)     5,347  4,362 
  Vivid Holding BV (Vivid)     2,712  2,659   
        8,059     7,021 
  
  The carrying amount of intangible assets have been allocated as follows: 
       2009 2008
       £000 £000
  Unit:      
  Haynes North America     174  144 
  Vivid Holding BV     6,746  4,523   
        6,920     4,667  
   
  The amortisation charge for the period is included in the Consolidated Income Statement 
  as follows:
       2009 2008
       £000 £000
  Cost of sales     418 - 
  Administrative expenses     - 43 
        418 43 
 
  58 58
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
 13  Inventories  
       2009 2008 
       £000 £000  
  Raw materials     472 613 
  Work in progress     1,701 1,266 
  Finished goods     10,350 9,235 
       12,523 11,114 
  The carrying value of inventory represents cost less appropriate provisions. During the year 
  there was a net charge of £112,000 (2008: £97,000) to the Consolidated Income 
  Statement in relation to the inventory provisions. The movement in the inventory provisions are 
  included within cost of sales in the consolidated income statement. 
  Included within finished goods stock is £5.3 million (2008: £4.7 million) of editorial origination costs
  in relation to the production of the core automotive and motorcycle repair manuals which is
  amortised to the Consolidated Income Statement over a period not exceeding 5 years. Editorial
  origination costs in relation to the general interest titles are amalgamated with the cost of printing
  the title and are therefore, not separately identifiable but are expensed to the Consolidated Income
  Statement over the first print run of a new title.  
 14  Trade and other receivables     
      2009 2008
      £000 £000
  Amounts falling due within one year:     
  Trade receivables    11,815  12,032 
  Less: Provision for impairment    (181)  (238) 
  Less: Customer allowances    (1,234)      (876) 
       10,400     10,918 
  Taxation recoverable                                                                                         341  - 
  Other debtors and prepayments                            1,024   815 
      11,765     11,733 
  
   As the above trade and other receivables have a remaining life of one year or less, the notional    
  amount is deemed to reflect fair value.
      2009 2008
      £000 £000
  Analysis of trade receivables:     
  Neither impaired nor past due    10,011      9,716 
  Past due but not impaired    1,623  2,078 
  Impaired    181  238 
       11,815     12,032 
  
  The categorisation of ‘Past due but not impaired’ relates to a number of customers for whom 
  there is no history of default and management are confident the overdue balance will be 
  recovered in full. The categorisation of ‘impaired’ relates to overdue balances where the 
  customer has ceased trading or management are doubtful of recovery and a provision has been   
  made to cover the doubtful balance.  59 59
Financial Statements
   Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
 14  Trade and other receivables (continued)
  The ageing of these two categories is shown in the table below:
   
    Past due but   Past due but
    not impaired Impaired not impaired Impaired
    2009 2009 2008 2008
    £000 £000 £000 £000
  Less than 30 days past due  1,073 72      1,604     72   
  30 to 90 days past due  391 3  13    12   
  Greater than 90 days past due  159 106     461     154   
    1,623    181      2,078    238 
  The movement in the Group’s provision for impairment of trade receivables was as follows: 
 
      2009 2008
      £000 £000
  Balance at 1 June    238      202   
  Amounts charged to the Consolidated Income Statement  14      73   
  Amounts written-off as uncollectible                               (104)                (37) 
  Exchange rate movement       33 - 
  Balance at 31 May    181     238   
   
  The amounts of trade and other receivables shown above were held in the following currencies 
  at the balance sheet date: 
     
      2009 2008
      £000 £000
  US dollars    6,861      6,232 
  Sterling    3,638      3,668 
  Euro    889      1,407   
  Australian dollars 373                 423   
  Other currencies                                     4              3 
      11,765     11,733 
  60 60
Financial Statements
   Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
 15  Cash and cash equivalents (net funds)
       2009 2008
       £000 £000
  Cash at bank and in hand      3,029 2,506  
  Bank overdrafts         (1,659) (2,310)  
  Cash and cash equivalents in the cash flow statement (note 23)   1,370     196 
  In the UK, Barclays Bank PLC holds a debenture against the UK trading companies including a
  first legal charge over the UK freehold properties in order to secure the £2.5 million overdraft
  facility, together with guarantees from the UK and European trading companies. The overdraft
  attracts interest based on the bank’s base rate and during the year the weighted average rate 
  was 3.9% (2008: 6.3%). In Holland Vivid Holding has a €0.4 million overdraft facility which is
  unsecured and attracts interest based on the bank’s prevailing base rate. The facilty is  
  presently unutilised.
 
  The cash and cash equivalents shown above were held in the following currencies as at the  
  balance sheet date:
       2009 2008
       £000 £000
  US dollars     1,052  1,214 
  Sterling      (894) (1,769) 
  Australian dollars     662  529 
  Euro     508 139 
  Other currencies      42 83 
        1,370    196 
  Deposits are placed for periods varying between call and one month and attract floating rates of  
  interest based upon the bank’s cost of funds for the relevant currencies.  
 16  Trade and other payables
       2009 2008
       £000 £000
  Amounts falling due within one year:  
  Trade payables     1,199  1,619 
   Other taxes and social security costs    159  216 
  Other creditors and accruals     3,088  2,997 
        4,446     4,832 
   Amounts falling due after more than one year:  
  Deferred consideration     -  67 
  As the majority of the above trade and other payables have a remaining life of one year or less,    
  the notional amount is deemed to reflect fair value. 
  The amounts of trade and other payables shown above were held in the following currencies at   
  the balance sheet date:  
       2009 2008
       £000 £000
  Falling due within one year:  
  US dollars     1,434  1,141 
  Sterling     2,021  2,290  
  Euro      869 1,296  
  Australian dollars     102 87  
  Other currencies     20  18 
        4,446      4,832 
   61 61
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
 16  Trade and other payables (continued)
  Amounts falling due after more than one year: 
       2009 2008
       £000 £000
  US dollars     -  67 
  
 17   Deferred tax assets and liabilities 
   2009 2009 2009 2008 2008 2008
   Assets Liabilities Net total Assets Liabilities Net total
   £000 £000 £000 £000 £000 £000
  Property, plant & equipment - (1,470)  (1,470)    –  (315)  (315) 
  Employee benefits 3,248 -  3,248     2,069  -  2,069  
  Short-term temporary differences 748 -  748     497  -  497 
  Intangible assets   - (1,221) (1,221) - (1,077) (1,077) 
  Net deferred tax asset/(liability)  3,996     (2,691)     1,305     2,566   (1,392)  1,174  
       2009 2008 
       £000 £000 
  Balance at 1 June     (1,174)  (2,418) 
  Transfer to Consolidated Income Statement    1,034 213  
  Transfer to equity         (1,094)  (48)  
  Exchange rate movement         (71)  52  
  Acquisition of subsidiary       - 1,027  
  Balance at 31 May      (1,305)     (1,174) 
 18 Financial risk and treasury policy   
  The Group’s principal financial instruments comprise bank overdrafts, lease financing 
  arrangements, cash and short-term deposits as well as other various items arising from its 
  operations such as trade receivables and trade payables. The main purpose of these   
  instruments is to finance the Group’s working capital requirements as well as funding its capital 
  expenditure programmes. From time to time the Group may enter into derivative transactions 
  such as interest rate swaps or forward exchange contracts, the main purpose of such 
  transactions is to manage the interest rate and currency risks arising from the Group’s 
  operations and sources of finance. There were no such transactions entered into during the 
  current or preceding financial years.      
  Foreign currency risk      
  The Group has investments in subsidiary operations outside of the UK and also buys and sells 
  goods and services in currencies other than in the functional currencies of its subsidiary 
  operations. In light of the above, the Group’s non sterling revenues, profits, assets, liabilities 
  and cash flows can be affected by movements in exchange rates. The Group is able to 
  take advantage of certain natural hedge flows within the business operations which helps to 
  minimise the impact of the fluctuations in exchange but where appropriate will use forward rates 
  to minimise the risk. There were no forward exchange contracts entered into during the current 
  or preceding financial years. It is Group policy not to engage in any speculative trading in 
  financial instruments.      
  Sensitivity analysis      
  The most significant foreign currency risk to the Group is in relation to the US Dollar
  Management estimate that if all other variables remained constant the impact on pre-tax profits
  of a 5 percent increase in the value of the US Dollar against Sterling would have been to reduce
  profits by £0.2 million with a decrease of 5% having an equal and opposite effect. This estimate
  has been based on an assessment of translating the US dollar profits into Sterling using the
  average rate for the year of $1.64.       62 62
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
 18 Financial risk and treasury policy (continued)
  Credit risk      
  The Group’s credit risk is primarily attributable to its trade receivables, which are spread over 
  a range of countries and customers, a factor which helps to dilute the concentration of risk. The 
  risk associated with such trading is mitigated through credit control management procedures 
  including the use of credit worthiness checks, the application of credit limits and the sale of 
  goods subject to retention of title clauses. A provision is made against such balances where 
  there is an identifiable loss or event, which based on prior experience provides management 
  with a significant doubt over the recovery of the balance. Due to the long established 
  relationships with the majority of the Group’s customers there is not deemed to be a credit 
  quality issue in relation to the trade receivables balance. The amount of the total exposure is 
  shown in note 14.       
  In addition to the above, the UK business has an exposure in relation to contractual advanced 
  royalty payments to authors. However, due to the large number of authors there is no significant 
  concentration of risk. The asset balance in relation to the author advances is held within other 
  debtors and prepayments (refer to note 14) and amounted to £0.3 million net of allowances for 
  doubtful recovery (2008: £0.3 million).        
  The credit risk on liquid funds is limited as the funds are held at banks with high credit ratings   
  assigned by international credit rating agencies.      
  Liquidity risk      
  The principal aim of the Group’s liquidity management is to maintain a balance between
  continuity of funding and flexibility through the use of bank overdrafts, bank loans and asset
  leasing. As at 31 May 2009 the Group had a £2.5 million UK overdraft facility (2008: £2.5 million)   
  which is due for renewal in October 2009, a €0.4 million overdraft in Europe (2008: €0.4 million)  
  which has no fixed renewal date and a $11.0 million loan facility in the US (2008: $11.0 million)    
  which is due for renewal in April 2010. 
  Interest rate risk      
  The Group companies have overdraft and loan facilities which are subject to variable rates of 
  interest based on the respective bank’s base rate. As at 31 May 2009 there were no bank loans 
  outstanding (2008: £nil) and bank overdrafts outstanding of £1.7 million (2008: £2.3 million) 
  Money market deposits are placed for periods varying between call and one month and attract
  variable rates of interest based upon the banks cost of funds for the relevant currencies.
  Sensitivity analysis      
  As all of the Group’s borrowings are subject to variable interest rates the Group does have an 
  exposure to a change in the market rates of interest. Management estimate that if all other 
  variables remained constant and if the overdraft balances as at the end of the financial year had 
  been outstanding for the entire financial year, the impact of a 1% increase in the bank base rate  
  would have been to decrease pre-tax profits by less than £0.1 million with a decrease of 1%   
  having an equal and opposite effect.
  Fair value of financial assets and liabilities    
  There are no material differences between the carrying values and the fair values of the financial
  assets and liabilities as recorded in the consolidated balance sheet. Details of the amounts of
  financial assets and liabilities held in foreign currencies can be found in Notes 14, 15 and 16 to
  the Consolidated Financial Statements.    
  Capital management    
  The primary aim of the Group’s capital management is to safeguard the Group’s ability to 
  continue as a going concern, to support its businesses and maximise shareholder value. The 
  Group monitors its capital structure and makes adjustments as and when it is deemed 
  necessary and appropriate to do so using such methods as adjusting the dividend payment to 
  shareholders or the issuing of new shares.     63 63
Financial Statements
   Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
 18  Financial risk and treasury policy (continued) 
      2009 2008 
  Interest cover 
  Operating profit (£’000)     7,575 6,967  
  Net finance costs (£’000)    519 118 
  Interest cover (ratio)    15 59 
  Interest cover is the operating profit from the Consolidated Income Statement divided by net 
  finance costs 
      2009 2008
  Gearing ratio 
  Net debt (£’000)    - -   
  Total equity (£’000)    36,815 31,882 
  Gearing ratio (%)    - - 
  The gearing ratio comprises net debt divided by total equity (net debt being defined as cash    
  and cash equivalents - see note 15) 
 19  Retirement benefit obligation  
  The Group operates a number of different retirement programmes in the countries within which
  it operates. The principal pension programmes are a contributory defined benefit scheme in the
  UK (the UK scheme) and a non-contributory defined benefit plan in the US (the US plan).   
  The assets of all schemes are held independently of the Group and its subsidiaries. The total 
  pension costs for the Group as shown in the balance sheet at the year end and as charged 
  through the income statement in the year are analysed below:  
      2009 2008
      £000 £000
  Amounts recognised in the Consolidated Income Statement  
  Amounts included in net operating costs:  
  – Current service costs (defined benefit scheme)   (1,192)  (1,095) 
  – Gain on curtailment     151  - 
  Amounts included in finance income:  
  – Expected return on pension scheme assets    1,085   1,357  
  Amounts included in finance costs:  
  – Interest charge on pension scheme liabilities    (1,526)  (1,366) 
  Amount recognised in the Consolidated Income Statement  (1,482)  (1,104) 
      2009 2008
      £000 £000
  Amounts recognised in the Consolidated Balance Sheet  
  Assets at fair value     14,970   16,616 
  Present value of deferred benefit obligation    (25,360)  (23,410) 
  Net deficit recognised in Consolidated Balance Sheet   (10,390)  (6,794) 
   64 64
Financial Statements
  Notes to the Consolidated Financial Statements     
  Year ended 31 May 2009 
 19   Retirement benefit obligation (continued)
  Assumptions used to determine the defined benefit obligation    
     2009  2008 
     UK  UK 
     Scheme  Scheme 
     % per Annum  % per Annum 
  Discount rate     6.6   6.6 
  Salary escalation    3.8  4.4 
  Price inflation    3.3   3.9 
  Pension increases    3.1   3.4 
  Expected return on invested assets   6.7   7.5 
  Expected return on insurance annuity contracts   6.6   6.6 
     2009 2008 
     US Plan US Plan 
     % per Annum % per Annum 
  Discount rate    5.0   5.0 
  Salary escalation    3.0   3.0 
  Price inflation    2.0   2.0 
  Pension increases    2.0   2.0 
  Expected return on invested assets    2.0   8.0 
  The post retirement mortality assumptions are based on the “PMA/PFA 92 mc” standard tables   
  and the life expectancies underlying the valuation are as follows: 
     2009 2008 
     Years Years 
  Current pensioners (at age 65)   - Male   22.02 21.88 
  Current pensioners (at age 65)  - Females   24.91 24.78 
  Future pensioners (at age 65)   - Males   23.10 23.01 
  Future pensioners (at age 65)   - Females   25.90 25.83 
  Scheme assets and expected rate of returns    
  The assets and liabilities in the plans and the expected rates of return on investments as at  
  31 May 2009 were as follows:    
    2009  2008 
    UK Scheme  UK Scheme 
   Rate of  Rate of 
   return Value return Value
   % £000 % £000
  Group Investment Linked Policy    
  – Equities  7.2   5,988   8.0   7,004 
  – Fixed interest/gilts  4.2   341   5.0   361 
  – Other bonds  6.6   970   6.6   828 
  – Cash  1.0   618   5.0   599 
  – Property  7.2   1,908   8.0   2,789 
    6.7  9,825  7.8   11,581 
  Secured pensions in payment  6.6 1,308  6.6   1,454 
  Assets at fair value  11,133  13,035  65 65
Financial Statements
   Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
 19   Retirement benefit obligation (continued) 
  Scheme assets and expected rate of returns 
  The assets and liabilities in the plans and the expected rates of return on investments as  
  at 31 May 2009 were as follows:    
      2009    2008
      US Plan  US Plan 
     Rate of  Rate of 
     Return Value Return Value 
     % £000 % £000 
  Group Investment Linked Policy   
  - US equities   8.0 - 8.0 3,581 
  - Bonds   2.0 3,666 - - 
  - Other   1.0 171 - - 
  Assets at fair value    3,837  3,581  
  The overall expected return on assets assumption is derived as the weighted average of the 
  expected returns from each of the main asset classes. The individual return assumptions for 
  each class of asset are based on market conditions as at 31 May 2009 and represent a best    
  estimate of future returns for that class allowing for risk premiums where appropriate.
   UK US  UK US 
   Scheme Plan Total Scheme Plan Total
   2009 2009 2009 2008 2008 2008
   £000 £000 £000 £000 £000 £000
  Reconciliation of funded status       
  Present value of defined 
  benefit obligation  (18,135)  (7,225)  (25,360)  (18,439)  (4,971)  (23,410) 
  Assets at fair value  11,133   3,837   14,970   13,035   3,581   16,616  
  Net liability recognised in 
  the balance sheet  (7,002)  (3,388)  (10,390)  (5,404)  (1,390)  (6,794) 
  Amount recognised through the consolidated statement of recognised income and expense  
  
  Actuarial gain/(loss) during the year  1,627  1,594   3,221  723  (625)  98 
  Deferred tax on actuarial gain/(loss)  (455)   (637)  (1,092)  (202)   250   48 
   1,172 957   2,129  521  (375)  146 
  Actual return on assets      
  Expected return on plan assets 998   87   1,085   989   368   1,357  
  Actuarial gain/(loss) on plan assets  (3,443)  (1,294)  (4,737)  (1,822)   (1,043)   (2,865) 
    (2,445)  (1,207)  (3,652)  (833)   (675)   (1,508) 
  Reconciliation of present value of wholly funded defined  
  benefit obligation (DBO)    UK 
      Scheme US Plan Total 
      £000 £000 £000
  Present value of DBO at 1 June 2007    19,420   5,379  24,799
  Current Service Cost    613   482  1,095
  Interest Cost    1,097   269  1,366
  Employee contributions    170  -    170
  Actuarial (gains)/losses    (2,545)   (417) (2,962)
  Foreign currency exchange rate changes     -     4 4
  Benefits     (316)  (746) (1,062)
  Present value of DBO at 1 June 2008     18,439   4,971  23,410
         66 66
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
 19   Retirement benefit obligation (continued)
  Reconciliation of present value of defined benefit obligation (DBO)
   UK Scheme US Plan Total 
   £000 £000 £000 
  Current Service Cost 669   523 1,192
  Interest Cost 1,226   300  1,526
  Employee contributions 162   -    162
  Expenses Included in Service Cost  (92)  (8) (100)
  Gain on Curtailment (151)     -    (151)
  Actuarial (gains)/losses (1,815) 300 (1,515)
  Foreign currency exchange rate changes  -     1,139    1,139
  Benefits  (303)  - (303)
  Present value of DBO at 31 May 2009  18,135   7,225  25,360
  Reconciliation of fair value of assets  UK Scheme US Plan Total
   £000 £000 £000
  Fair value of assets at 1 June 2007  13,291   4,599  17,890
  Expected return on plan assets  989   368  1,357
  Actuarial gain/(loss) on plan assets  (1,822)   (1,043)  (2,865)
  Foreign currency exchange rate changes  -     4 4
  Employer contributions  723   399  1,122
  Employee contributions  170   -    170
  Benefits  (316)  (746) (1,062)
  Fair value of assets at 1 June 2008  13,035   3,581  16,616
  Expected return on plan assets  998   87  1,085
  Actuarial gain/(loss) on plan assets  (3,443)  (1,294) (4,737)
  Foreign currency exchange rate changes  -     799 799   
  Employer contributions  775   672  1,447
  Employee contributions  162   -    162
  Admin expenses                      (91)            (8) (99)
  Benefits  (303)  - (303)
  Fair value of assets at 31 May 2009  11,133   3,837 14,970  
  Reconciliation of change in funded status UK Scheme US Plan Total
   £000 £000 £000
  Defined benefit liability at 1 June 2007 6,129   780  6,909
  Total pension expense  721   383  1,104
  Employer contributions   (723)  (399) (1,122)
  Impact of foreign currency exchange rates  -     1 1
  Actuarial (gain)/losses  (723)  625 (98)
  Defined benefit liability at 1 June 2008 5,404   1,390  6,794
  Total pension expense  746   736  1,482
  Employer contributions   (775)  (672) (1,447)
  Impact of foreign currency exchange rates -    340    340
  Actuarial (gain)/losses  1,627  1,594 3,221  
  Defined benefit liability at 31 May 2009 7,002   3,388 10,390 67 67
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
 19   Retirement benefit obligation (continued)
  History of experience adjustments      
    2009 2008 2007 2006 2005
    £000 £000 £000 £000 £000
  Present value of defined benefit obligation   (25,360)  (23,410)  (24,799)  (23,434)  (22,038)  
  Fair value of scheme assets  14,970   16,616   17,890   14,917   12,600  
  Deficit in the scheme   (10,390)  (6,794)  (6,909)  (8,517)  (9,438)  
  Experience adjustments on scheme liabilities     
  Amount  £000  1,515   2,962   309   500  (4,077)  
  Experience adjustments on scheme assets     
  Amount  £000  (4,737)  (2,865)   1,084   548   382  
  Expected contributions in the forthcoming year 
      Financial year beginning 
       1 June  
       2009
       £000
  Group contributions     
  – UK scheme     632
  – US plan     558
       1,190
  Employee contributions     110
       1,300 
 20  Share capital
   2009 2008 2009 2008
   No. No. £000 £000
   Authorised:     
  ‘A’ Ordinary shares of 20p 10,000,000   10,000,000   2,000   2,000 
  Ordinary shares of 20p  8,750,000   8,750,000   1,750   1,750 
   18,750,000   18,750,000   3,750   3,750 
  Allotted, called up and fully paid:    
  ‘A’ Ordinary shares of 20p  9,000,000   9,000,000   1,800   1,800 
  Ordinary shares of 20p  7,351,540   7,351,540   1,470   1,470 
   16,351,540   16,351,540   3,270   3,270 
  The 31 March 1982 share price for capital gains tax purposes is 125p and after adjusting for the    
  1989 (1 for 1) and 1993 (1 for 2) capitalisation issue this becomes 41.67p. At 31 May 2009 the
   share price was 148p (2008: 188p), with a high of 193p (2008: 334p) and a low of 117p  
  (2008: 188p) for the financial year.
     
  Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per 
  share where a matter is decided other than on a show of hands. Both classes of share rank 
  ‘pari passu’ (including any distribution by way of dividend and on a return of capital ), save that 
  a transfer of ‘A’ Ordinary shares will not be permitted by the Directors other than to a member 
  of the holder’s immediate family or to family settlements. The holders of ‘A’ Ordinary shares 
  may convert such shares into Ordinary shares at the rate of one Ordinary share for each ‘A’ 
  Ordinary, subject to the further provisions of the Articles of Association and the Companies Acts. 68 68
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009
  
 21   Consolidated statement of changes in equity 
      Foreign  
      currency  
    Share Share translation Retained   Minority 
    capital premium reserve earnings Total interests Total
    £000 £000 £000 £000 £000 £000 £000
   Balance at 1 June 2007 3,270   638   (1,342)  26,283  28,849  – 28,849 
  Profit for the period –   –   –   5,042  5,042 –  5,042 
  Currency translation 
  adjustments  –   –   284  –  284 –  284
  Actuarial gains/(losses) 
  on defined benefit 
  plans (net of tax)  –   –   –  146  146 –  146 
  Total recognised income 
  and expense –  –  284 5,188 5,472 – 5,472
  Dividends (note 10)  –   –   –   (2,453) (2,453) –  (2,453) 
  Business Combinations  –   –   –   – – 14  14
  Balance at 1 June 2008 3,270   638   (1,058)  29,018  31,868 14  31,882 
  Profit for the period  – – – 4,810 4,810 (21) 4,789
  Currency translation 
  adjustments  –   –  4,634  –  4,634 – 4,634
  Actuarial gains/(losses) 
  on defined benefit 
  plans (net of tax)  –   –   –  (2,129) (2,129) – (2,129)
  Total recognised income 
  and expense – – 4,634 2,681 7,315 (21) 7,294
  Dividends (note 10)  –   –   –  (2,371) (2,371) – (2,371)
  Increase in Minority share  
  capital/share premium – – – – – 10 10
  Balance at 31 May 2009  3,270   638   3,576  29,328  36,812 3  36,815 
   The share capital represents the Ordinary and ‘A’ Ordinary shares of the Company issued at par    
  which carry a right to participate in the distribution of dividends.    
   The share premium account represents the difference between the issue price and the nominal    
  value of shares issued.     
  The foreign currency translation reserve is used to record exchange differences arising from the    
  translation of the financial statements of overseas operations. 
  The retained earnings reserve represents the cumulative net gains and losses recognised in the    
  Consolidated Income Statement and Consolidated Statement of Recognised Income and Expense.
 22  Related party transactions  
  Identity of related parties      
  The Group has a related party relationship with its subsidiaries and with its directors. A list of all 
  the Group’s subsidiaries is shown in note 31.  
  Transactions with related parties  
  The interests of the directors in the ordinary share capital of the Company as at 31 May 2009
  are shown in the Directors’ Report on page 20 as required by the FSA’s Disclosure Transparency rules.   
  During the year directors had declarable interests in contracts with the Company and its 
  subsidiary undertakings as shown below. 
      69 69
Financial Statements
   Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
 22   Related party transactions (continued)
  (1) A lease dated 28 August 1979 between John H Haynes Developments Inc., (a company  
  registered in California and controlled by Mr J H Haynes) and Haynes North America Inc. of the 
  premises situated at 859 and 861 Lawrence Drive, Newbury Park, California which was  
  amended on 1 May 2001, runs for a period of 5 years from that date, and is presently held over
  pending renewal. The annual rent for the year ended 31 May 2009 was $207,214 (2008:
  $207,214) or £126,535 (2008: £102,834) at the average exchange rate for the year.   
  MEF Haynes is a Vice President of John H Haynes Developments Inc. 
  (2) A lease dated 20 December 1993 between the Haynes Family Trust (of which JH Haynes 
  is a trustee, and JHC Haynes and MEFHaynes are beneficiaries) and the Company of premises 
  known as the “Sparkford Creamery” in Somerset for a term of 21 years at an annual rent,  
  subject to revision every 3 years and presently £65,544 (2008: £65,544).
  (3) During the year The Haynes Motor Museum Limited, (of which J H Haynes and 
  M E F Haynes are directors) which is jointly owned by the Haynes International Motor Museum 
  Charitable Trust and J H Haynes and Mrs A C Haynes undertook the following transactions with  
  the Group:
      Balance at  Balance at
     Transactions 31 May Transactions 31 May
     2009 2009 2008 2008
     £000 £000 £000 £000
  Sponsorship    –   –    25     –   
  Supply of conference facilities   5   –   4   1 
  Purchase of books and manuals   23   5   24   6 
  JH Haynes and JHC Haynes are Trustees of the Charitable Trust
  (4) On 22 July 2005 Haynes Developments Ltd, which is a company controlled by J H Haynes  
  and Mrs A C Haynes, and of which J H Haynes and MEF Haynes are directors,  sub-leased  
  600sq ft of office premises on the main Sparkford site.  The annual rent for the year ended  
  31 May 2009 was £3,688 plus service charge (2008: £2,120).     
  (5) A tenancy of No 12 Ivel Gardens, Ilchester, owned by Mrs A C Haynes and let to the  
  Company (at a monthly rental of £490 plus outgoings) with Haynes Developments Ltd acting as
   agent for the lessor. As at 31 May 2009 the balance outstanding to Haynes Developments Ltd
  was £785 (2008: £787). 
    
   Except as stated above, no directors were materially interested in contracts with the Company 
  or any of its subsidiary undertakings.      
  Key management emoluments     
  The remuneration of the directors, who are the key management personnel of the Group is set 
  out below in aggregate for each of the categories specified within IAS 24 ‘Related Party 
  Disclosures’. Further information regarding the directors’ individual remuneration packages is 
  provided in the audited part of the Board Report on Remuneration on pages 28 to 33. 
       2009 2008
       £000 £000
  Short term employee benefits     1,237 1,065 
  Post employment benefits    316  205 
        1,553     1,270 
  
  70 70
Financial Statements
  Notes to the Consolidated Financial Statements      
  Year ended 31 May 2009 
 23   Analysis of the changes in net funds 
     As at   As at
     1 June  Exchange 31 May
     2008 Cash flow movements 2009
     £000 £000 £000 £000
  Cash at bank and in hand  2,506  222 301  3,029 
  Bank overdrafts   (2,310)    651 - (1,659)  
      196   873         301 1,370
 24  Operating leases   
  As at 31 May 2009 the Group had outstanding commitments for future minimum lease 
  payments under non-cancellable operating leases, which fall due as follows:   
           2009 2008
           £000 £000
  Commitments under non-cancellable operating leases    
  Land and buildings:    
  Due within one year          120 100 
  Due in the second to fifth years        435  306 
  Due after five years          115 171 
            670     577 
  Plant and equipment:    
  Due within one year     147  139 
  Due in the second to fifth years                               214                 190  
  Due after five years          - 2 
        361     331 
        1,031     908 
 25  Capital commitments     
          
  At 31 May 2009 the Group had the following capital commitments  for which no provision has    
  been included in the financial statements:   
       2009 2008
       £000 £000 
    
  Contracted     87  5 
 26  Ultimate controlling party
  The ultimate controlling party is J H Haynes who has majority voting rights by virtue his 59.9%
  beneficial interest in the ordinary shares of the Company. 71 71
Financial Statements
  Company Balance Sheet        
  As at 31 May 2009     
       2009 2008
       £000 £000
  Fixed assets  
 Note 30 Tangible assets     2,607  2,704 
 Note 31 Investments in subsidiary undertakings    7,106  7,106 
        9,713     9,810 
  Current assets  
 Note 32 Debtors     1,307  835 
  Cash at bank and in hand     77  1 
        1,384     836 
 Note 33 Creditors: amounts falling due within one year    (2,356)  (2,967) 
  Net current assets      (972)     (2,131) 
  Total assets less current liabilities     8,741     7,679 
 Note 35 Provisions for liabilities     (392)  (168) 
  Net assets      8,349     7,511 
  Capital and reserves  
 Note 36 Called up share capital     3,270  3,270 
 Note 37 Share premium account     638  638 
 Note 37 Profit and loss account     4,441  3,603 
  Shareholders’ funds      8,349     7,511 
  The financial statements were approved by the board of directors and authorised for issue on 
  23 September 2009 and were signed on its behalf by:  
 
  J H Haynes OBE E Oakley
  Director                             Director 72 72
Financial Statements Financial Statements
  Notes to the Company Accounts       
  Year ended 31 May 2009
     
 27 Principal accounting policies   
  Basis of accounting 
  The financial statements of the parent company, Haynes  Publishing Group P .L.C. have been 
  prepared under the historical cost convention except for the treatment of certain financial  
  instruments and in accordance with applicable United Kingdom Accounting Standards and law.  
  
  The Company has taken advantage of the exemption available under FRS 8 and has not 
  disclosed transactions with subsidiaries wholly owned by the Group.   
   
  Foreign currencies 
  Transactions in foreign currencies are translated to sterling at the rate ruling on the date of the 
  transaction. Exchange differences arising from the movement in rates between the date of 
  transaction and the date of settlement are taken to the profit and loss account as they arise
          
  At each balance sheet date, monetary assets and liabilities that are denominated in foreign 
  currencies are retranslated at the rates prevailing on the balance sheet date.   
  Depreciation 
  Depreciation is provided to write off the cost of tangible fixed assets less any estimated residual 
  values, by equal instalments over their estimated useful lives as follows:  
  Freehold land     Nil
  Freehold buildings     40 years 
  Leasehold property     The period of the lease 
  Plant and equipment     3 years to 10 years 
  Taxation  
  Deferred tax is recognised in respect of all timing differences that have originated but not
  reversed at the balance sheet date and that will result in an obligation to pay more, or a right to 
  pay less tax, with the exception that deferred tax assets are recognised only to the extent that 
  the directors consider that it is probable that there will be sufficient taxable profits from which 
  the future reversal of the underlying timing differences can be deducted.   
  Deferred tax is measured on an undiscounted tax basis at the tax rates that are expected to 
  apply in the periods in which the timing differences will reverse.   
  Leases  
  Operating lease rentals are charged to the profit and loss account on a straight line basis over 
  the life of the lease.   
  Retirement benefits 
  The Company participates in a multi-employer defined benefit pension scheme based on final
  pensionable pay where the assets of the scheme are held separately from those of the  
  Company. The Company is unable to identify its share of the underlying assets and liabilities of
  the scheme on a consistent and reasonable basis and therefore, in accordance with FRS 17
  ‘Retirement benefits’, accounts for the scheme as if it were a defined contribution scheme. As a
  result, the amount charged to the profit and loss account represents the contributions payable
  to the scheme in respect of the accounting period. Details of the UK Scheme are shown in  
  Note 19 to the Consolidated Accounts. 73 73
Financial Statements
  Notes to the Company Accounts   
  Year ended 31 May 2009   
 27  Principal accounting policies (continued) 
  Financial instruments 
  Financial assets and financial liabilities are recognised on the Company’s balance sheet when 
  the Company becomes a party to the contractual provisions of the instrument.   
  Trade creditors   
  Trade creditors are not interest bearing and are stated at their nominal value.   
  Investments 
  Investments in subsidiaries are held at historical cost less any provision for impairment.
  28   Profit of the Parent Company  
  As permitted by Section 408 of the Companies Act 2006, the Income Statement of the 
  Company is not presented as part of these financial statements.  
  The profit dealt with in the Company accounts was £3.2 million (2008: £4.6 million) which  
  includes dividends received from subsidiaries of £3.5 million (2008: £4.5 million).  
  
  Employees  
       2009 2008
  Aggregate remuneration of employees    £000 £000 
  Wages and salaries     986  973  
  Employer’s social security costs     65  63  
  Employer’s pension costs     17  23  
        1,068     1,059  
       2009 2008 
       No No
  Average number of employees (all administration)   8  11 
  Full details concerning the Directors’ emoluments, pension entitlements and long-term incentive 
  schemes are shown in notes 7 and 8 of the Board Report an Remuneration.  
  Auditor’s remuneration  
  The fees payable by the Company to BDO Stoy Hayward LLP for work performed in respect
  of the audit of the Company was £32,650 (2008: £35,600). Fees paid to BDO Stoy Hayward
  LLP by the Company for non-audit services are not reported in these accounts as the  
  information is disclosed in note 4 of the Consolidated Financial Statements. 
   74 74
Financial Statements
  Notes to the Company Accounts
  Year ended 31 May 2009
 29   Dividends  
       2009 2008
  Dividends paid and proposed     £000 £000
  Amounts recognised as distributions to equity holders in the period:  
   Final dividend for the year ended 31 May 2008 of 10.5p per share   
  (2007: 10.0p per share)     1,717 1,635 
  Interim dividend for the year ended 31 May 2009 of 4.0p per share  
  (2008: 5.0p per share)     654 818 
       2,371 2,453 
   Proposed final dividend for the year ended 31 May 2009    
  of 11.5p per share     1,880 1,717 
  The proposed final dividend is subject to approval by shareholders at the Annual General  
  Meeting, to be held on 21 October 2009 and has not been included as a liability in  
  these financial statements.        
  
 30  Tangible fixed assets    
    Land and buildings   
     Short Plant and 
    Freehold leasehold equipment Total
    £000 £000 £000 £000
  Cost at 1 June 2008 and 31 May 2009               4,003                  97                 103   4,203 
   Accumulated depreciation at 1 June 2008   1,333   72   94   1,499 
  Charge for year   92 4 1 97   
  Accumulated depreciation at 31 May 2009  1,425   76   95   1,596 
  Net book value at 31 May 2009   2,578   21   8   2,607 
  Net book value at 31 May 2008   2,670  25   9   2,704 
  The depreciation charge on freehold buildings is calculated on buildings with an original cost of 
  £3,613,000 (2008: £3,613,000). There were no assets financed through finance leases or hire 
  purchase arrangements during the current or prior year.
 31 Investment in subsidiary undertakings    
     Shares in Loans to 
     subsidiary subsidiary 
     undertakings undertakings Total
     £000 £000 £000 
  The Company    
      
  Cost and carrying value at 1 June 2008 
  and 31 May 2009                           7,106                     –   7,106 
   
   75 75
Financial Statements
  Notes to the Company Accounts
  Year ended 31 May 2009
 31 Investment in subsidiary undertakings (continued)
   As at 31 May 2009 there were the following principal subsidiary undertakings. Except as indicated  
  all subsidiaries are all wholly owned,  within the Group and all with financial year-ends of 31 May:
      Country of incorporation,   
      registration and operation 
  J H Haynes & Co Ltd (Publisher and Printer)   United Kingdom 
  J H Haynes (Overseas) Ltd (Holding Company)   United Kingdom 
  Haynes North America, Inc (Publisher)*   USA
  Haynes Manuals, Inc (Book Distributor)*   USA 
  Odcombe Press LP (Printer)*    USA
   Haynes Publishing Nordiska AB (Sales and Marketing)   Sweden 
  Vivid Holding BV (Holding)    Holland 
  Vivid Automotive Data & Media BV (Sales)*   Holland 
  Vivid Automotive Data (UK) Ltd (Data Production)*   United Kingdom 
  Vivid Automotive Data Espana SL (Sales)*   Spain
  Vivid Italia srl (Sales)*
[1]
    Italy 
  As at 31 May 2009, there were the following dormant subsidiary undertakings, all wholly owned 
  within the Group: Camway Autographics Ltd, *Haynes Garages Ltd, GT Foulis & Co Ltd, Oxford 
  Illustrated Press Ltd, Patrick Stephens Ltd, *Camelot Inc, *Odcombe Press (Nashville) Inc, 
  *E-Commerce Management Ltd, *Vivid Automotive Data Publishing Ltd and *Partsdoc Holding BV.
   
[1]
 Through Vivid Automotive Data & Media BV the Group has a 60% interest in the equity of Vivid 
  Italia srl. During the year the share capital of Vivid Italia srl was increased by 1,550 shares. 
  * Shares of those subsidiaries marked with an asterisk are held by subsidiary undertakings. All   
  other shares are held by the Company.
 32   Debtors     
       2009 2008
       £000 £000
    Amounts falling due within one year:   
  Amounts owed by subsidiary undertakings     1,277  764 
  Taxation recoverable     –  45   
  Other debtors and prepayments     30  26 
        1,307     835 
  33  Creditors      
       2009 2008
       £000 £000
  Amounts falling due within one year:   
  Trade creditors      11 19 
  Amounts owed to subsidiary companies     146 111 
  Bank overdraft     1,659 2,248  
  Corporate taxes      5 - 
  Other taxes and social security costs     2 3 
  Other creditors and accruals      533 586 
       2,356  2,967 
  Details of the security held against the bank overdraft are detailed in note 15 to the  Consolidated 
  Financial Statements. 76 76
Financial Statements
  Notes to the Company Accounts
  Year ended 31 May 2009
 34   Financial risk management, objectives and policies 
  Note 18 to the Consolidated Financial Statements provides details of the Group’s financial risk    
  management, objectives and policies. These policies also apply to the Company.  
  Financial assets  
  As at 31 May 2009 the Company had financial assets totalling £77,000 (2008: £1,000) of which 
  £75,000 was held in Euro’s (2008: £1,000), £nil was held in Sterling (2008: £nil) and £2,000 was  
  held in US dollars (2008: £nil). 
  
  Fair value of financial assets and liabilities  
  There are no material differences between the carrying value and the fair value of the financial 
  assets and liabilities.  
 35    Provisions for liabilities
      2009 2008
      £000 £000
  Deferred taxation: 
  Balance at 1 June     168 177 
  Transfer to profit and loss account     224 (9) 
  Balance at 31 May      392 168 
  Being:   
  Accelerated capital allowances     403  180  
  Other short-term timing differences     (11)  (12) 
  Provision for deferred tax     392     168 
   Analysed in the Balance Sheet as follows:  
  Provision for liabilities     392  168  
  The deferred tax provision arises as a result of timing differences between the treatment of 
  certain items for tax and accounting purposes.  
 36  Share capital 
    2009 2008 2009 2008
    No. No. £000 £000
  Authorised:    
  ‘A’ Ordinary shares of 20p  10,000,000  10,000,000  2,000  2,000  
  Ordinary shares of 20p  8,750,000 8,750,000  1,750  1,750  
     18,750,000     18,750,000  3,750     3,750  
  Allotted, called up and fully paid:    
  ‘A’ Ordinary shares of 20p  9,000,000  9,000,000  1,800  1,800  
  Ordinary shares of 20p  7,351,540  7,351,540  1,470  1,470  
    16,351,540     16,351,540   3,270     3,270  
  
   77 77
Financial Statements
  Notes to the Company Accounts
  Year ended 31 May 2009
 36  Share capital (continued) 
 
  The 31 March 1982 share price for capital gains tax purposes is 125p and after adjusting for the 
  1989 (1 for 1) and 1993 (1 for 2) capitalisation issue this becomes 41.67p. At 31 May 2009 the share 
  price was 148p (2008: 188p), with a high of 193.0p (2008: 334p) and a low of 117p (2008: 188p)  
  for the financial year.
   Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per share 
  where a matter is decided other than on a show of hands. Both classes of share rank ‘pari passu’ 
  (including any distribution by way of dividend and on a return of capital ), save that a transfer of ‘A’ 
  Ordinary shares will not be permitted by the Directors other than to a member of the holder’s imme
  diate family or to family settlements. The holders of ‘A’ Ordinary shares may convert such shares into 
  Ordinary shares at the rate of one Ordinary share for each ‘A’ Ordinary , subject to the further 
  provi sions of the Articles of Association and the Companies Acts.    
  
 37   Reconciliation of movement in shareholders’ funds    
       Profit 
     Share Share and loss 
     capital premium account Total
     £000 £000 £000 £000
  Balance at 1 June 2007    3,270   638   1,456   5,364 
  Profit for the period    –   –   4,600  4,600
  Dividends (note 29)    –   –   (2,453)  (2,453)
  Balance at 1 June 2008    3,270   638   3,603   7,511 
  Profit for the period   – – 3,209 3,209
  Dividends (note 29)   – – (2,371)  (2,371)
  Balance at 31 May 2009    3,270   638   4,441   8,349 
 38  Retirement benefits    
  The Company is a member of a larger UK group wide pension scheme providing benefits based 
  on final pensionable pay. As the Company is unable to identify its share of the scheme assets 
  and liabilities on a reasonable and consistent basis, the Company is permitted under FRS 17 
  ‘Retirement Benefits’ to account for the scheme as if it were a defined contribution scheme. 
  Details of the UK Scheme are detailed in note 19 to the Consolidated Financial Statements and 
  whilst reported under IAS 19 are not in the Directors opinion significantly different to the 
  FRS 17 values.    
  The contributions paid by the Company into the scheme during the year amounted to £16,000 
  (2008: £23,000). 78 78
Financial Statements
  Notes to the Company Accounts 
  Year ended 31 May 2009 
    
 39   Leases 
  Annual operating lease commitments:
       2009 2008
       £000 £000
  Land and buildings:     
  Leases expiring after five years      65  65 
  Plant and equipment:     
  Leases expiring in less than 1 year      -  - 
  Leases expiring between 2 and 5 years      2  1 
       2     1 
       67     66  79 79
Financial Calendar and 
Analysis of Shareholders
  Calendar for Financial Year ended 31 May 2010
  Interim Statement      January
  Interim dividend paid      March
  Company year-end      31 May
  Announcenment of annual results and proposed final dividend   August
  Annual General Meeting      October
  Final dividend paid      October
  
  Analysis of Shareholders as at 31 May 2009  
  Type of    Number of Total
  Shareholder   Shareholders shareholdings
  Commercial and industrial companies   26   701,734 
  Directors beneficial holdings    6   10,575,567 
  Nominee companies     114   4,680,387 
  Private holders     232   362,852 
  Investment trusts and funds     2   31,000 
       380   16,351,540 
  Share Registrars  
  Website:  www.capitaregistrars.com
  Investors  
  Company website:  www.haynes.co.uk/investor
  Share price:  www.londonstockexchange.com (code: hyns)     Haynes Publishing Group P .L.C.
Sparkford, Yeovil, Somerset BA22 7JJ England • Telephone +44 1963 440635 • Fax +44 1963 440825