Creston plc
56 Haymarket
London
SW1Y 4RN
T: +44 (0) 20 7930 9757
F: +44 (0) 20 7930 8727
www.creston.com
Annual Report and Accounts
2004 Contents
Highlights 1
Directors’ Biographies 2
Chairman’s Statement 4
Chief Executive’s Overview 6
Finance Director’s Overview 8
Review of the Marketing Sciences Group 10
Review of The Real Adventure 12
Review of the EMO Group 14
Review of Nelson Bostock Communications 16
Report of the Directors 18
Corporate Governance Report 21
Directors’ Remuneration Report 26
Report of the Independent Auditors 32
Consolidated Profit and Loss Account 34
Balance Sheets 35
Consolidated Cash Flow Statement 36
Notes to the Financial Statements 37
Five Year Summary 49
Sharesave Scheme Summary 50
Enterprise Management Incentive Scheme Summary 51
Notice of Annual General Meeting 52
Creston Plc Annual Report and Accounts
Head office: 56 Haymarket
London
SW1Y 4RN
Tel: 020 7930 9757
Fax: 020 7930 8727
Secretary and Registered office: City Group P.L.C.
25 City Road
London
EC1Y 1BQ
Bankers: Barclays Bank Plc
27 Soho Square
London
W1A 4WA
Auditors: Grant Thornton
1 Westminster Way
Oxford
OX2 0PZ
Stockbrokers: Charles Stanley & Co. Limited
25 Luke Street
London
EC2A 4AR
Registrars: Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Tel: 0870 162 3131
Fax: 01484 600912
Company registration number: 210505 ! Turnover increased to £29.45m (2003: £18.64m), an annualised 
1)
rate of £32.6m
! Organic growth remained strong at 13% with some 71% of turnover coming from
existing clients’ repeat/contracted business
! Operating profits increased to £2.36m (2003: £1.20m), an annualised rate 
1)
of £2.9m
! Profit before taxation rose to £2.09m (2003: £0.91m)
! Basic earnings per share up to 9.03p (2003: 6.38p).
! Full year dividend per share increased to 1.8p (2003: 1.4p)
! Funding position improved from net debt of £5.52m last year to net funds of £49,000
! Gearing reduced to below 10 per cent
! Nelson Bostock Communications (“NBC”) acquired in October 2003 for a maximum
consideration of £10.70m and an expected consideration of £9.11m, is already
enhancing earnings 
! The Group now has brought together a highly skilled and well-motivated team of 269
employees (2003: 210)
Note 1: The 2004 numbers include the results for NBC for five and a half months. The 2004 proforma numbers are annualised to
include the results for NBC for 12 months and are unaudited.
+97%
+130%
+42%
+29%
+28%
The results of Creston’s third full year as a marketing services
group demonstrate that the Group’s strategy of organic and
acquisitive growth in tightly focused marketing services
disciplines is fully on track.  
Annual Report and Accounts Creston Plc 
1
Change
+58%
0
5
10
15
20
25
30
35
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
0
90
80
70
60
50
40
30
20
10
100
2002
MSL
Turnover £m Operating Profit £m  
excluding central overheads
Turnover - Repeated / Contracted (%)
TRA EMO NBC MSL TRA EMO NBC MSL TRA EMO NBC
2003 2004 2004
Proforma 1
2002 2003 2004 2004
Proforma 1
Highlights 2
Directors’ Biographies
Creston Plc Annual Report and Accounts
Business prospects are running at a 
high level, creating a strong platform 
for future growth”
Don Elgie Chief Executive
“
Don Elgie (58)
Chief Executive
Don Elgie was appointed Chief
Executive on 29 January 2001 to lead
the refocusing of Creston as a
marketing services group.  He has
over thirty years’ experience in
marketing services, including
developing companies organically and
by mergers and acquisitions.  He was
a founder of the Grandfield Rork
Collins Communications Group, which
was acquired by Saatchi & Saatchi,
where he went on to become UK and
Europe Operations Director.  He is a
member of the Nominations
Committee and the Operating Board.
Tim Alderson (47)
Finance Director
Tim Alderson was appointed Finance
Director on 29 January 2001. He was
Finance Director of the Products and
Service Division of Thames Water Plc,
successfully completing its
restructuring.  This followed his role
as Corporate Finance Manager for the
Thames Water Group for the previous
five years when he was responsible
for acquisitions and group financial
controls.  Latterly he was a principal
consultant of KPMG. He has an MBA
from the London Business School and
an MA (Oxon).  He is a member of
the Operating Board.
Executive Directors 3
Annual Report and Accounts Creston Plc 
Creston’s strategy remains to grow both
organically and through selective acquisitions
to become a substantial, diversified,
international marketing services group”
David Marshall Chairman
“
David Marshall (59)
Chairman
Appointed to the Board in 1973,
David Marshall became Non-
Executive Chairman in November
1999 having previously acted as
Chairman from 1984 until 1993.  He
is Chairman of London Finance &
Investment Group P.L.C. and Western
Selection P.L.C., which is a substantial
shareholder in the Company.  David
Marshall has been Chairman of the
Audit Committee, Nominations
Committee and Remuneration
Committee since 30 April 2000.
Michael Robotham acts as an
Alternate Director for David Marshall.
David Hangar (59)
David Hanger was appointed to the
Board of Creston Plc on 26 March
2001.  He is a board director of The
Economist Group and is Publisher of
The Economist Newspaper.  He is a
fellow of CAM, Vice President of the
International Advertising Association,
a Board Director of the Advertising
Standards Board of Finance and a
Freeman of the City of London.  He is
also a non-executive director of Sitel
Corporation. He is a member of the
Audit Committee, the Nominations
Committee and the Remuneration
Committee and is the senior
independent non-executive director.
Peter Cunard (58)
Peter Cunard was appointed to the
Board on 27 November 2001. He 
has been in the communications
industry for over thirty years. He
founded what was to become one of
the fastest growing UK consultancies,
Granard Communications, which was
acquired by Saatchi & Saatchi in
1986.  He became Chief Executive of
their enlarged PR group, The Rowland
Company.  He represented the PR
industry during this period when he
joined the Board of the PRCA, 
the industry’s trade body. He is a 
member of the Audit Committee 
and the Remuneration Committee.
Non-Executive Directors Strategy and Objectives
Creston’s strategy remains to grow
both organically and through selective
acquisitions to become a substantial,
diversified, international marketing
services group.  This strategy will be
achieved by acquiring companies with
a record of strong organic growth and
management who are committed to
further growth as part of the Creston
Group of companies.  It is the Board’s
objective that each element of the
Group will reflect the continued trend
away from mass marketing and
towards one-to-one marketing
between clients and customers. 
The Board believes that an important
part of this strategy is to avoid over-
concentration in any one part of the
marketing services sector, thereby
minimising risk.  Creston will consider
acquisitions across the marketing
services disciplines including market
research, direct marketing, customer
relationship marketing (“CRM”) and
digital marketing.  We will also
consider companies that have strong
track records within more cyclical
sectors such as above-the-line
advertising, but only where they meet
our strict acquisitions criteria, which
has been the key to our success.
Our robust business model, is very
different to that of the large trade
groups, and is the key to Creston’s
ability to continue to outperform 
the market. Creston’s acquisition
criteria are: 
! Growth companies
Creston buys established
businesses with proven 
growth histories and credible
business plans. 
! Committed vendors
Creston will not consider
companies where the vendors want
an immediate exit although it is
sensitive to life stage issues.  The
Board prefers to harness the
entrepreneurial skills of vendors to
work together to grow Creston.
! Creston equity - an important part
of retaining vendor loyalty
Creston stock forms a meaningful
part of the consideration and helps
bind vendors’ and Creston’s
ambitions together. 
! Creston operating board
Creston harnesses the
entrepreneurial talents of the
acquired company management
through representation on the
Operating Board. This reviews
overall strategy, performances and
synergy opportunities and reports
to the Creston Plc Board.
Overview of Financial Results
Turnover grew by 58 per cent to
£29.45m (2003: £18.64m).
Operating profit grew by 97 per cent
to £2.36m (2003: £1.20m), and profit
before tax grew by 130 per cent to
£2.09m (2003: £0.91m). 
Basic earnings per share were 9.03
pence (2003: 6.38 pence), an
increase of 42 per cent, and diluted
earnings per share were 8.47 pence
(2003: 6.38 pence).  Detailed
information on the Group’s financial
performance is set out in the Finance
Director’s Overview. 
Dividend
In line with the stated strategy of
pursuing a progressive dividend
policy, the Board recommends for
payment a final dividend for this year
of 1.2 pence per share in addition to
the special interim of 0.6 pence per
share paid in October 2003, a total
distribution of 1.8 pence per share
(2003: 1.4 pence per share).  The
4
I am extremely pleased to report another
excellent year for Creston Plc during
which the Group has delivered its third
consecutive set of record results.  
Chairman’s Statement
Creston Plc Annual Report and Accounts 5
Annual Report and Accounts Creston Plc 
dividend will be paid on 2 August
2004, subject to shareholder
approval at the forthcoming AGM of
the Company, to shareholders on the
register at the close of business on 2
July 2004.
The Board intends to maintain its
progressive dividend policy,
recognising the importance to
shareholders of dividends as well as
share price growth.  It is the intention
of the Board to pay interim dividends
in future subject to satisfactory
financial performance and prudent
cash management.  This year’s final
dividend represents a 29 per cent
increase on last year reflecting this
policy.
Employees
After another year of growth, the
Group now has 269 employees,
compared to 210 last year, in seven
locations in the United Kingdom –
Bath, Bristol, London (two), Swindon,
Westerham and Winchester.
I would like to welcome the staff of
Nelson Bostock Communications
Limited who joined the Group in
October 2003.  I would also like to
congratulate the directors and staff
across the Group who have been
responsible for such excellent
results, particularly when set against
the market and our competitors. 
In order to maintain the enthusiasm
of the staff it is proposed that we
create an employee Sharesave
Scheme and an Enterprise
Management Incentive Scheme,
proposals for both will be put to the
AGM for approval.
Prospects
The Board believes that Creston has
established a robust business model
and is confident of the Group's future
prospects.  I look forward to reporting
to you next year on what I expect to
be a further year of strong growth,
both organically and by acquisition. 
David Marshall
Chairman
David Marshall, Chairman
11 June 2004 Over the year under review, all the
main operating companies produced
excellent results, each generated a
net contribution, and all companies
across the Group demonstrated their
ability to deliver consistent organic
growth despite challenging market
conditions.  Consequently, Group
turnover increased by 58 per cent
whilst operating profit increased by 97
per cent over the year.  
Nelson Bostock Communications
Limited (“NBC”), a leading public
relations agency founded in 1987,
was acquired in October 2003 and
has enjoyed a very encouraging first
five and a half months as part of the
Group.  Its acquisition was funded by
a Placing and Open Offer of shares,
which raised £4.27m for the Group.
Following the acquisition of NBC,
Creston has a broad range of focused
marketing services businesses, with a
strong balance sheet and cash flows.  
REVIEW OF OPERATIONS 
The Group operations are all in
marketing services. The main
subsidiaries comprise Marketing
Sciences Limited (“MSL”) -
quantitative and qualitative market
research, The Real Adventure
Marketing Communications Limited
(“TRA”) - direct marketing and
customer relationship marketing, EMO
Group Limited (“EMO”) - marketing
communications and channel
marketing and NBC - public relations.
The Board considers that all these
different aspects of marketing services
constitute one business segment. 
MSL 
The turnover of MSL and its
subsidiary MSTS showed an increase
of 16 per cent on the previous year, a
particularly strong performance
compared to the British Market
Research Association’s reported
growth of 3 per cent for 2003.
Combined operating profit increased
by 50 per cent.  
MSL’s performance was underpinned
by over two-thirds of its turnover being
generated by repeat business. MSL
provides a wide range of quantitative
and qualitative research services to
clients such as Tesco, Unilever and
Kimberly-Clark. Key new clients won
in the year include Royal Mail and
Sony Ericsson.
MSTS is continuing to generate record
levels of new business enquiries and
is expected to continue its profitable
growth.  Key new clients won in the
year include Nestlé, Campbell’s, Arla
and Heinz. 
TRA
Turnover was 18 per cent higher than
in 2003 and operating profit grew by
21 per cent.
Repeat income represented 68 per
cent of turnover, primarily as a result
of TRA’s close working relationship
with its clients such as Lloyds Black
Horse, Pfizer and Cow & Gate, and
implementation of proven strategies in
direct marketing and CRM.
Significant new work has been won
from BSkyB, Mates Condoms and
Kerry Foods. 
EMO 
EMO increased its turnover by 4 per
cent on the previous year reflecting
the move away from low margin print.
However operating profit increased by
12 per cent on a like for like basis
although EMO was only part of the
Group for four months in 2003.
BMW, Wimpey and Bang & Olufsen
have been growth clients for EMO.  A
key new client win for EMO’s subsidiary
6
Over the year under review, all the 
main operating companies produced
excellent results.  
Chief Executive’s Overview
Creston Plc Annual Report and Accounts CTC was Honda.  Sky Rock, the EMO
owned digital marketing company,
supplies key design expertise for BMW
dealer websites.  
NBC
Creston acquired NBC on 16 October
2003 and the results therefore reflect
only five and a half months’ trading.
Full year operating profit grew by 16
per cent compared to the previous year.
NBC has shown its resilience to
downturns in market conditions and
today is ranked as the fifteenth largest
UK agency, and as the seventh largest
agency in the technology sector.  The
Board has been encouraged by its
trading performance since acquisition.
In the light of its success in attracting a
range of leading organisations to its
stable of clients including BMW 
and Freeview.
International
It is Creston’s intention to become an
international marketing services
group in order to provide its clients
with an international reach beyond
that provided by the existing range of
affiliates. To this end, over the last
year we have investigated the market
in Germany, Benelux and the 
USA and hope to bring forward
opportunities in the current 
financial year. 
Outlook
I am pleased to report that the current
financial year has started well with
performance ahead of budget .
Business prospects are running at a
high level, creating a strong platform
for future growth. 
We are starting to see the fruits of the
integration of the businesses acquired
in 2002 and 2003, with an increasing
number of companies working
together to develop Group solutions to
meet clients’ needs.  In particular,
companies are co-operating to
encourage client referrals and create
joint products as well as to leverage
the Group’s specialist marketing skills
within each business to generate
cross-selling opportunities.
7
Annual Report and Accounts Creston Plc 
Don Elgie
Chief Executive
Don Elgie, Chief Executive
11 June 2004 The key financial features in the year
are the increased operating scale of the
Group, (benefiting from a full year of
EMO, five and a half months of NBC
and significant organic growth in all the
businesses) and a much-strengthened
balance sheet.  At this early stage of
Creston’s development, the benefit of
adding new businesses to relatively fixed
central costs is very high.
Operating Profit and Margin
Turnover increased by 58 per cent over
last year and gross profit increased by
66 per cent reflecting the acquisition 
of NBC and strong organic growth. Due
to the enhanced operating leverage,
operating profits increased 
by 97 per cent to £2.36m (2003:
£1.20m) and profit before tax by 130
per cent, reflecting relatively lower
interest charges. 
The inclusion of NBC raised gross
margins to 38 per cent from 36 per
cent.  Net margins increased to 8 per
cent (2003: 6 per cent), aided by the
much-improved performance of MSTS,
the closure of Visualizer, which was
announced last year, but which was
completed in the first half of this year,
and leveraged central costs.  Total staff
numbers increased from 210 to 269 on
a Full Time Equivalent basis (including
large numbers of researchers employed
for very short periods), and efficiency
continued to improve indicated by a rise
in gross profit per head of 14 per cent. 
Interest
The net interest charge was restricted to
£235,000 (2003: £211,000) reflecting a
full year of the EMO acquisition bank
debt offset by improved treasury
management during the course of the
year and the conversion of loan notes
when their share price trigger was
reached.  Margins improved during the
year relative to bank base rate for
interest both received on cash balances
and paid on bank debt.  Interest was
well covered by profit before interest
and tax at 10 times (2003: 5 times).
Effective Tax Rate
The Group’s effective tax rate moved
towards the 30 per cent standard rate
from 22 per cent last year, which was
low due to a one-off timing adjustment
arising from the TRA acquisition.
Earnings per Share
Basic earnings per share rose 42 per
cent to 9.03 pence (2003: 6.38 pence).
This year there was a dilution effect due
to the contingent shares which may be
issued as part of the TRA acquisition
deferred consideration, giving a diluted
earnings per share of 8.47 pence
compared to a nil dilution effect last
year (2003: 6.38 pence). There was
also a small dilution effect from the
share options and warrants, due to the
fact that the Creston share price was
above the exercise price (see note 7).
The full year impact of the Placing and
Open Offer and Vendor Shares as part
of the NBC acquisition together with the
TRA and EMO conversion shares will be
to reduce EPS growth in 2005.  
Acquisitions
On 16 October 2003, Creston bought
NBC for an initial investment of £6.70m,
including costs, and estimated deferred
consideration of £2.41m.  The Group
will continue to pursue acquisition
targets that fit in with its stated strategy.
We are currently assessing a number 
of other opportunities, with particular
focus on expanding into the USA and
Europe.  We will ensure that all future
acquisitions are made on a financially
prudent basis.  
Capital Expenditure
The total capital expenditure for 
2004 almost doubled to £393,000. 
8
In line with Creston’s policy of
implementing corporate best practice, 
I am pleased to provide our first Finance
Director’s Overview. 
Finance Director’s Overview
Creston Plc Annual Report and Accounts The main categories of investment
being computer systems, software 
and some motor cars.  
Cash Flow and Net Debt
The cash generated by operating profit
continues to be very strong. Net cash
inflow from operating activities rose to
£3.06m (2003: £1.52m), and the cash
conversion rate from operating profit
was 129 per cent (2003: 126 per cent).
Better cash collection reduced debtor
days at the year-end. The high
operational cash flow was used to repay
£916,000 of bank debt and to redeem
£500,000 of loan notes before their 
due date.  
A key cash movement in the year was
the net cash outflow on the NBC
acquisition of £2.79m, which was
funded by the proceeds from a Placing
and Open Offer of £4.27m, net of costs.
The remainder was used to enhance
working capital, which is at a
satisfactory level.  A further £2.92m of
debt was eliminated on conversion of
TRA and EMO convertible loan notes
when the share price rose above
contractual trigger points.  These factors
enabled the Group to move from net
debt of £5.52m last year to a net funds
position of £49,000 at 31 March 2004.    
Treasury, Funding and Exchange Risk
The Group has established treasury
policies and procedures, which ensure
that Group interest rate exposure is
continually monitored.  All the
businesses are part of a composite
accounting system, which allows cash
balances to be consolidated and the
resulting aggregate sum invested to
maximise interest receipts.  The Group
does not engage in speculative
transactions.  
Balance Sheet and Gearing
Shareholders’ funds more than doubled
in the year to £25.25m.  Earnings
contributed £1.12m to their growth and
new share capital issued was £9.61m
as a result of the Placing and Open
Offer which raised £4.27m net of costs
in October 2003, the acquisition of NBC
and the conversion of convertible loan
notes.  In addition, £3.98m of deferred
consideration is included as shares to
be issued.  Notwithstanding the
increased number of shares, the share
price rose steeply during the year from
45.5p on 1 April 2003 to 151.0p on 31
March 2004. 
There has been a significant reduction
in long term creditors for three reasons
despite the inclusion of the expected
NBC deferred consideration of £2.41m.
First the TRA deferred consideration
has been moved to creditors less than
one year because the earn-out
completed on 31 March 2004.
Secondly the amount of the TRA and
EMO deferred consideration has been
reduced from the maximum amount to
the expected amount payable.  Finally
the equity element of the TRA, EMO
and NBC deferred consideration is
included as shares to be issued.  As a
result, Creston’s gearing (net debt over
equity) has reduced considerably to
below 10 per cent.  
Impact of International Financial
Reporting Standards
The Group has systems in place to
assess the impact of the new
International Financial Reporting
Standards, which come into effect for
Creston’s year ending 31 March 2006,
as early as possible in order to manage
their implementation most effectively,
and expects to report on this in the
Annual Report 2005. 
9
Annual Report and Accounts Creston Plc 
Tim Alderson
Finance Director
Tim Alderson, Finance Director
11 June 2004 MSL is a full service international
market research consultancy, founded
in 1977.  It offers a wide range of
quantitative and qualitative services 
to an impressive list of blue chip
clients, the majority of which are of
long standing.
The company is based in Winchester,
and manages a large national
interviewer field force.  An in-house
team of multi-media designers assist
in the creation of leading edge
approaches to research solutions,
including on-line studies, virtual
shopping and other computer aided
interviewing methods. In addition, a
30-station telephone interviewing unit
can operate seven days a week,
covering business and consumer
audiences.
The client base operates across a
broad range of business and product
sectors, with particular emphasis on
fast-moving consumer goods
(“FMCG”), durables, retail, social and
business-to-business.
During the past year, a new panel
based on-line omnibus service has
been added to the range of products.
PanelWizard
R
enables clients to design
and run studies from their own offices,
tailored to their specific research
needs.
Keith Bates (Managing Director),
supported by his three fellow directors,
has maintained a policy of providing
high quality research to UK and
international clients.  The needs of the
latter are met by The Research
Alliance, a worldwide network of 18
independent agencies founded by
MSL in 1992.
Recent growth has stemmed from
increased spend by existing clients, 
as well as from over 20 new client
companies across a range of 
business sectors.
MSTS 
In addition to the main MSL company,
there is a specialist subsidiary, MSTS,
based in Westerham, Kent.
The company offers clients a 
complete product development
service, combining sensory 
profiling and consumer testing.
Comprehensive statistical analysis of
the resulting data provides clients with
clear guidance for both the
development of new products and the
improvement of existing products.
MSTS has its own in-house facility 
for sensory testing, using the skills 
of a highly trained panel of 100
experts.
MSTS, under its Managing Director
Jerry Thomas, intends to maintain the
steady growth achieved in recent years
by adding further to the impressive list
of blue chip clients. Recent new
clients include companies such as:
Campbell’s, Heinz, Nestlé and Arla.
10
Review of the Marketing
Sciences Group
Creston Plc Annual Report and Accounts
Keith Bates
Director, MSL
Services
Packmaster International quantitative pack testing
Pricemaster Pricing research techniques
Brandmaster Price-branding relationship 
Spacemaster Advanced fixtures/layout modelling for sales effectiveness
CADI Interactive design solution development
Promomaster Below the line activity effectiveness evaluation
Strategist Market studies with advanced modelling
Countdown Early stage product volume estimation 11
Annual Report and Accounts Creston Plc 
MSL’s recent growth has stemmed from increased
spend by existing clients, as well as from over 20 new
client companies across a range of business sectors”
“
MSL "
MSTS "
* The Nestlé name and logo is reproduced with the kind permission of Sociétè des Produits Nestlé S.A.
*  TRA is a marketing communications
agency employing some 60 people
based in Bath. Founded in 1991,
their main focus is on customer
relationship marketing including 
all strategic planning, creative 
and brand development and
implementation through to IT 
system design and build.
The agency has a predominantly
blue chip national client base across
a wide range of markets including
FMCG, financial services, sport and
leisure, pharmaceuticals and the
motor industry. Its campaigns for
brands as diverse as Bath Rugby,
Cow & Gate and The London
Dungeon have received critical
acclaim.
The agency is based on the
principles of ‘accountable marketing’
where the return on marketing
investment can be clearly measured
and demonstrated.  By evaluating
and understanding the values of its
clients’ customers and developing
strategies to enhance those values,
the agency has been instrumental in
increasing the underlying profitability
of its clients.  The agency recognises
that only by providing measurable
business growth for its clients will 
it continue to enjoy sustainable
growth itself.
Being a planning-led agency, TRA is
structured so that along with the
creative side of the business, there is
also a very strong data-analysis
function.  This allows the agency not
only to offer clients a high level of
strategic marketing consultancy 
and brand development, but also 
to offer market and consumer
analysis through to campaign
support, websites and campaign
evaluation systems.
Since its inception, TRA has sought
to be amongst the first to understand
and implement new technology
within the marketing arena.  As such,
the agency has been pro-active in
ensuring that clients gain competitive
advantage from being early adopters
and first to market with new
techniques. 
Over the past year the agency has
won significant new business from
Mates Condoms (Ansell) and Kerry
Foods.  It has also won incremental
campaigns from Pfizer Consumer
Healthcare and has continued to
develop a groundbreaking CRM
campaign for Cow & Gate.  This is in
addition to the on-going work for the
LloydsTSB Group, London Dungeons
(Merlin Entertainments) and a host of
other blue chip clients. During the
year the agency has employed twelve
additional staff members and
acquired extra office space.
12
Review of The Real Adventure
Creston Plc Annual Report and Accounts
Ben Cook
Director 13
Annual Report and Accounts Creston Plc 
The agency is based on the principles of ‘accountable
marketing’ where the return on marketing investment
can be clearly measured and demonstrated”
“ EMO is a marketing communications
group specialising in channel
marketing.  It was originally founded in
1986 as an advertising and design
company based in Swindon.  The
company grew during the late 1980s
and early 1990s pursuing a doctrine of
integrated marketing communications,
ensuring seamless presentation of
major brands through a variety of
different marketing communications
channels.  Its Managing Director, Glenn
Orr, was one of the original founders. 
The Group now includes two subsidiary
companies, CTC and Sky Rock
Communications, based in shared
premises in Bristol.  CTC is a brand
positioning advertising agency,
concentrating on brand building
activities for medium sized companies
in the UK market.  Sky Rock
Communications is a new media,
creative and technical consultancy
working in all areas of new electronic
customer communication.
There are presently 72 employees
across the three companies, with 
51 based in the head office at
Highworth just outside Swindon, and
21 employed between CTC and Sky
Rock in Bristol.
Whilst each company has
established a slightly different
market positioning, there are 
many complementary and
overlapping areas. Major client
companies continue to consolidate
and rationalise their brand
communications, requiring greater
consistency and integration across
all aspects of customer contact.
EMO, CTC and Sky Rock have a key
role to play in assisting their clients’
objectives, particularly throughout
the sales channels used by their
clients’ customers.
Key clients include BMW (GB)
Limited for whom EMO manages all
the UK dealer and sales channel
marketing programmes. These
include work for both the MINI
brand and the newly launched Rolls-
Royce, and cover all areas of
automotive marketing including 
new cars, used cars, servicing, 
parts and finance. EMO has also
enjoyed substantial growth in its
Bang & Olufsen business for
international markets.  
CTC works extensively for 
Andreas Stihl Limited, the leading
professional and domestic gardening
and building equipment company.
Stihl was the inventor of the chain
saw, and it has embarked upon an
ambitious strategy to both expand
brand awareness and increase sales
over the next five years.  CTC has
played a crucial role in helping Stihl
to beat its sales targets in the UK in
each of the last three financial years.
The year 2004 saw the appointment
of CTC by Honda Motor Europe-UK
to develop its UK dealer marketing
programmes. 
Sky Rock Communications works
closely with both of its sister
companies, often providing the
creative and technical support to
electronic communications
programmes on behalf of both EMO
and CTC. In addition Sky Rock has
great expertise in the media and
music industries, having successfully
built and launched the Robbie
Williams website in addition to
supporting leading brands such 
as Speedo.
EMO has ambitious plans to use its
channel-based expertise in other key
market sectors that are likely to
pursue the integrated marketing
communications ethos.
14
Review of the EMO Group
Creston Plc Annual Report and Accounts
Glenn Orr
Managing Director 15
Annual Report and Accounts Creston Plc 
EMO, CTC and Sky Rock have a key role to play in
assisting their clients’ objectives, particularly
throughout the sales channels used by their clients’
customers”
“ NBC is one of the UK's leading PR
agencies with a staff of 52 and a
portfolio of clients ranging from brand-
leading multinationals to innovative
start-ups.  It was established by Martin
Bostock and Roger Nelson in 1987
and has since grown to rank 15th in
PR Week’s Top 150 PR Consultancies
2004 league table and 7th in the
magazine’s most recent IT agency
league table.  
Based in Bayswater, London, the
agency has parallel strengths in
consumer and business-to-business
PR, and works on retained and project
business for clients in areas including:
! Broadcast 
! Consumer technology
! Digital communications 
(fixed and wireless) 
! Food, drink and lifestyle 
! CRM and e-commerce 
! IT and office automation
Amongst services offered are:
Strategic consultancy 
! Strategic planning and messaging
! Issues analysis and media tracking
! Media training; crisis and issues
management
! Media monitoring and evaluation
Tactical delivery of media relations
and marketing communications
programmes 
! Media relations 
! Media promotions, competitions and
advertorials 
! Copywriting 
! Product review programmes
! Analyst relations
Some 80 per cent of the agency’s
work is undertaken on a continuing,
retained consultancy basis, with the
remaining work being commissioned
by new and existing clients on a
project basis.  Many clients have
retained the agency on a continuing
basis, with some long-term
relationships having been in place for
five, seven and even 15 years.
While most of the agency’s work is UK
based, NBC operates on an
international basis through a network of
affiliate agencies covering all key
markets in Western and Central Europe
and providing a presence in the US
through East Coast and West Coast
agencies.  Recent international
assignments have included corporate,
B2B and consumer projects for British,
American and global brands.  These
have ranged from pan-European
corporate brand work to tactical
campaigns, including international
product launches, sports sponsorships
and exhibition and conference support
at European technology shows.
Over the past year the agency has
grown by increasing the number of
clients on retainer and by broadening
the scope of many of its briefs.  Major
clients for whom NBC is working on
widened remits include Canon, NEC,
NTL, Toshiba and the Yell group.  NBC
anticipates continued expansion from
this parallel new business and organic
growth strategy.
After five months as a member of
Creston, NBC is pleased to report that
Group synergies are working in both
directions.  NBC has won work through
client introductions by other Creston
companies (including projects for The
London Dungeon and BMW), with
some NBC clients commissioning
support from other Creston companies.
Finally, NBC is pleased to have 
been able to provide PR solutions 
to other Creston companies for
presentations to existing clients
and new business pitches.
16
Review of Nelson Bostock
Communications
Creston Plc Annual Report and Accounts
Roger Nelson
Director
Martin Bostock
Director 17
Annual Report and Accounts Creston Plc 
Over the past year the agency has grown by increasing
the number of clients on retainer and by broadening
the scope of many of its briefs. Major clients for whom
NBC is working on widened remits include Canon,
NEC, NTL, Toshiba and the Yell group”
“ The directors present their report together with the audited financial statements
for the year ended 31 March 2004. 
Principal Activity
The Group is principally engaged in marketing services, as described in the Chairman’s
Statement, the Chief Executive’s Overview and the Finance Director’s Overview.
Results and Dividends
The Group made a profit for the year after taxation of £1,449,000 (2003: £715,000).
A special interim dividend of £67,000, equal to 0.6p per share (2003: Nil), was paid
on 14 October 2003.  The directors recommend the payment of a final dividend of
£265,000, which is equal to 1.2p per share (2003: 1.4p per share) giving a total for
the year of 1.8p per share (2003: 1.4p per share).  
Share Capital
The Company issued 10,849,774 new Ordinary Shares during the year (2003:
nil). Details are given in note 22.
Directors and their Interests
The Company’s directors, all of whom served throughout the year, are detailed on
pages 2 and 3 together with brief biographies.  
Mr D H Elgie, Mr D C Marshall, and Mr D J Hanger retire and being eligible offer
themselves for re-election.  The Board has considered paragraph A7.2 of the
Combined Code 2003 and believes that the members of the Board continue to be
effective and to demonstrate commitment to their roles, the Board and the Group.
They therefore have no hesitation in recommending all three of the above
directors for re-election at the forthcoming Annual General Meeting.
The beneficial interests of the directors and their families on 1 April 2003 and 31
March 2004 in the share capital of the Company and in the Warrants issued
pursuant to the Circular of 4 January 2001 were as follows:
Ordinary Shares Warrants
2004 2003 2004 2003
Mr D C Marshall 3,250 2,600 520 520
Mr D H Elgie 867,174 505,203 48,955 48,955
Mr T B Alderson 172,256 130,000 - 10,000
Mr P J Cunard 15,000 5,000 - -
Mr D J Hanger 22,045 7,000 - -
All the directors increased their holdings during the year. In addition Mr T B
Alderson bought 24,756 Warrants at 5p each on 23 December 2003, exercised
34,756 Warrants at 131p each on 12 January 2004, and sold 25,000 Ordinary
Shares at 130p each on 9 January 2004.  There have been no changes in the
interests of directors between 1 April 2004 and the date of this report, with the
exception of Mr D C Marshall selling his entire holding of Ordinary Shares and
Warrants on 7 April 2004.  Details of the directors’ interests in transactions are set
out in note 30. Details of the directors’ interests in options are set out in the
Directors’ Remuneration Report.
18
Report of the Directors
Creston Plc Annual Report and Accounts The Company maintains directors’ and officers’ liability insurance.
Substantial Interests
In addition to the shareholding of Mr D H Elgie shown above, at 10 June 2004
the Company was aware of the following interests, which represented 3 per cent
or more of the Company’s ordinary issued share capital:
Number of Shares Percentage of Capital
Western Selection P.L.C. 2,000,000 9.06
The Estate of Mr V J Moran (Deceased) 1,540,363 6.98
Aberdeen Asset Managers 936,046 4.24
Mr B Cook 843,438 3.82
Mr P Harrison 835,755 3.79
Mr R Nelson 801,563 3.63
Mr M Bostock 801,563 3.63
Rathbone Investment Management 757,471 3.43
Liontrust Intellectual Capital Trust 734,249 3.33
Framlington Investment Management 701,860 3.18
Special Business at the Annual General Meeting
Shareholders will note from the Notice of Annual General Meeting on pages 52
and 53 that they are asked to consider and, if thought fit, pass four resolutions as
special business.  Two of these resolutions have become routine business at the
Annual General Meeting of most public companies and relate to:
! renewal of the authority for the directors to allot relevant securities (Resolution
8); and
! renewal of the powers for the directors to allot equity securities as if the pre-
emption rights did not apply (Resolution 11).
In addition it is proposed that two share option schemes be set up to incentivise
employees in addition to the existing unapproved share option scheme.  The
proposed new schemes are more tax efficient methods of providing options to
employees and are appropriate to the increased size of the Group. The two
schemes are the Creston Plc Sharesave Scheme, which will be open to all
employees, and the Creston Enterprise Management Incentive Scheme.  Both
schemes will require Inland Revenue approval, which will be sought after
Shareholders have considered and, if thought fit, passed Resolutions 9 and 10 at
the Annual General Meeting.  Details of the two schemes are summarised at the
end of this Annual Report on pages 50 and 51.
Supplier Payment Policy
It is the Group’s intention to settle supplier invoices in line within their terms of
business and in any case within a period of 60 days of their receipt.  The number
of creditor days outstanding at 31 March 2004 was 29 days (2003: 47 days).
Charitable Contributions
Charitable contributions for the year amounted to £4,868 (2003: £2,435).
19
Annual Report and Accounts Creston Plc 
Report of the Directors continued Directors’ Responsibilities
United Kingdom company law requires the directors to prepare financial
statements for each financial year, which give a true and fair view of the state of
affairs of the Group and the Company at the end of the financial year and of the
profit or loss of the Group for that period.  In preparing those accounts, the
directors are required to:
! select suitable accounting policies and then apply them consistently;
! make judgements and estimates that are reasonable and prudent; and
! state whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and the Group to enable them to ensure the accounts comply with the
Companies Act 1985.  They have a general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group and the
Company and to prevent and detect fraud and other irregularities.
Auditors
Grant Thornton offer themselves for reappointment as auditors in accordance
with section 385 of the Companies Act 1985. On 1 July 2004, the Grant
Thornton partnership will convert to a limited liability partnership called Grant
Thornton UK LLP. Under section 26(5) of the Companies Act 1989, the
directors intend to consent to extend the audit appointment to Grant Thornton
UK LLP from 1 July 2004.
By Order of the Board 
City Group P.L.C.
Secretary 
11 June 2004
20
Report of the Directors continued
Creston Plc Annual Report and Accounts The Board is committed to high standards of corporate governance and supports
the Combined Code on Corporate Governance issued by the Financial Services
Authority and dated June 1998 (“Combined Code 98”).  The Board sets out its
report below on how the Group has applied the principles and complied with
Combined Code 98 during the year ended 31 March 2004.  
Revisions have been made to the Combined Code dated June 2003 (“Combined
Code 03”) which are due to come into force for Creston Plc in the year ending 31
March 2005.  The Board has adopted the Combined Code 03 Main and
Supporting Principles and complies already with the bulk of the provisions.  In the
few outstanding provisions where Creston does not yet fully comply with the new
Combined Code 03, the Board is reviewing processes that will allow their
implementation for the forthcoming year when Creston will report against the
Combined Code 03. 
Compliance Statement
The Board confirms that the Group has complied with all the provisions of Section
1 of Combined Code 98 for the year ended 31 March 2004.
The Board of Directors
During the year the Board comprised a Chairman, who is non-executive, two
executive directors and two non-executive directors.  All the non-executive
directors consider themselves to be independent and Mr D J Hanger is the senior
independent non-executive director. Notwithstanding the fact that the Chairman
has been a director for more than 9 years, the Board consider this involvement to
start from January 2001 when Creston re-listed as a marketing services company.
Through the Chairman’s directorship of Western Selection Plc, a significant
shareholder of Creston, the Chairman has an interest in Creston similar to that of
a shareholder. Therefore his interests are aligned with those of other shareholders
and are viewed by the Board as allowing the Chairman to act independently of
management.
The Board met on six occasions during the year following a formal agenda.  It met
a further 5 times for ad-hoc reasons e.g. acquisitions and allotment of shares, see
below for attendance.  The Board is provided with monthly management account
packs and other relevant information in a timely manner and in a form and quality
that it considers appropriate to enable it to discharge its duties.  
No. of meetings  Attendance
in year DCM DHE TBA DJH PJC
Board (scheduled) 6 6 6 6 6 6
Board (ad hoc) 5 3 5 5 5 5
Audit Committee 2 2 n/a n/a 2 2
Remuneration 
Committee 4 4 n/a n/a 4 4
Nominations 
Committee 0 0 0 n/a 0 n/a
The Board is responsible for the leadership of the Company and the Group, and
in discharging that responsibility it makes decisions objectively and in the best
interests of the Group.  The Board sets the vision, values and standards for the
Group.  The Board delegates day-to-day responsibility to the executive
21
Annual Report and Accounts Creston Plc 
Corporate Governance Report Corporate Governance Report continued
Creston Plc Annual Report and Accounts
management.  It determines their duties and reviews performance against agreed
budgets and against the Group’s objectives, values and standards, including
employment, environmental and health and safety policies as set out in the Group
policies and procedures.
The balance of the Board, together with the advice sought from senior
management and the Company’s external advisors, ensures that no one individual
has unfettered powers of decision.
The separation of the Chairman’s role from the discharging of executive
responsibilities has been clearly defined throughout the year.  The Chairman is
responsible for the effective performance of the Board through a schedule of
matters reserved for approval by the Board (comprising of issues considered most
significant to the Group in terms of financial impact and risk) and control of the
Board agenda.  The Chairman conducts Board and shareholder meetings and
ensures that all directors are properly briefed.  The Chief Executive, supported by
the Finance Director, is responsible to the Board for running the business and
implementing Group strategy.
All directors have access to advice from the Company Secretary and independent
professionals at the Company’s expense.  Training is available for directors as
necessary.  New directors will receive an induction programme and all the
directors are encouraged to continue professional education programmes.
Committee meetings are held independently of Board meetings and invitations to
attend are extended by the Committee Chairman to other directors, the Group’s
advisors and management as appropriate.
A representative of the Company Secretary attends all Board meetings to record
proceedings and is available to advise on any corporate governance issues that
may arise.  The Company Secretary assists the Chairman in his duties of ensuring
efficient communication between all directors, the Committees and senior
management as well as the professional development of directors.
Audit Commitee
The Audit Committee comprised Mr D C Marshall (Chairman), Mr D J Hanger and
Mr P J Cunard throughout the year ended 31 March 2004.  It has written terms
of reference defining its role and the authority delegated to it by the Board.  The
auditors have direct access to the Audit Committee and are invited to attend the
two formal meetings to review the interim and full-year results.  The Audit
Committee also meets to address specific issues as appropriate.  It deals with the
annual accounts and important audit, accounting and taxation matters as well as
compliance with legal requirements and it monitors the adequacy of the Group’s
internal controls and accounting policies.  
The Audit Committee also considers the continuing appointment of the auditors
and their fees.  It ensures the independence and objectivity of the external
auditors through a careful review of their terms of engagement and scope of
work.  This includes reviewing the nature and extent of non-audit services
supplied by the external auditors to the Group, seeking to balance objectivity
and value for money.
22 Nominations Committee
The Nominations Committee comprised Mr D C Marshall (Chairman), Mr D H
Elgie and Mr D J Hanger throughout the year ended 31 March 2004.  The
appointment of directors is a formal process involving proposal by the
Nominations Committee and the approval of the whole Board.  The Nominations
Committee will undertake whatever process is most appropriate for the
identification of suitable candidates and their assessment, taking into account any
other commitments that they have.  Appointments are made on merit and are
considered against objective criteria.
All directors appointed by the Board are required to retire at the next annual
general meeting and may offer themselves for re-election.  All directors are
required to retire every three years and may offer themselves for re-election,
which is not automatic.  As a long-term growth company it is appropriate for
directors to serve on the Board for more than a single term, subject to continuing
satisfactory performance.  Given its small size, changes to the composition of the
Board are infrequent, however progressive refreshing of the Board may occur
through further appointments which will be made commensurate with the growth
of the Company.  
Remuneration Committee
The details of the Remuneration Committee are set out in the following Report.
The levels and make-up of the remuneration for directors are designed to attract,
retain and motivate directors of a calibre necessary to run a successful company.
The details of these levels and the procedure by which they are determined are
given in the Directors’ Remuneration Report.  
Creston Operating Board
Creston has created an Operating Board, which reports to the Board on a monthly
basis, to review overall strategy, performance, and acquisition opportunities and to
create synergy opportunities between the subsidiaries.  This is the key forum for
the operational management of the Group and the Board believes that it is a vital
element in harnessing the entrepreneurial talent of the subsidiary managements’
expertise and experience.
Relations with Shareholders
The Company encourages meaningful dialogue with all shareholders.
Shareholder communication centres primarily on the publication of annual and
interim accounts and periodic press releases and trading updates.  The Chairman
and executive directors are available for discussions with shareholders throughout
the year and particularly at the time of results announcements.  The senior
independent non-executive director is also always available should any
shareholder wish to draw any matters to his attention.  The directors are available
for comment throughout the year and at all general meetings of the Company.
Creston values the views of its shareholders and recognises their interest in the
Company’s strategy and performance, Board membership and quality of
management.  It therefore has an active programme to meet and make
presentations to its current and potential shareholders to discuss objectives.  The
company aims to provide existing and potential investors with the means of
developing an understanding of the Group and raising any issues they may have.
Annual Report and Accounts Creston Plc 
Corporate Governance Report continued
23 Corporate Governance Report continued
Creston Plc Annual Report and Accounts
The AGM is used to communicate with private investors and they are encouraged
to participate.  Shareholders are encouraged to attend the AGM and to participate
in proceedings by asking questions during the formal part of the meeting, voting
on the resolutions put to the meeting and providing Board members with their
views in informal discussions after the meeting.  The Chairman of the Audit,
Remuneration and Nomination Committees is available to answer questions.
Separate resolutions are proposed on each issue so that they can be given proper
consideration and there is a resolution to approve the Annual Report and
Accounts.  The Company counts all proxy votes and  indicates the level of proxies
lodged on each resolution, after it has been dealt with by a show of hands.
All shareholders can gain access to the Annual and Interim Reports, press articles
and other information about the Company through the Company’s website:
www.creston.com. 
Financial Reporting
The Board presents a balanced and understandable assessment of the Group’s
position and prospects in all interim and price-sensitive public reports and reports
to regulators as well as in the information required to be presented by statutory
requirements. 
Internal Control and Risk Management
The Board has overall responsibility for the Group’s system of internal control to
safeguard company assets and shareholders’ investments.  The risk management
process and systems of internal control are designed to manage rather than
eliminate the risk of failure to achieve the Group’s objectives.  It should be
recognised that such systems can only provide reasonable but not absolute
assurance against material misstatement or loss.
The Board has reviewed the effectiveness of the system of internal control for the
year to 31 March 2004 and up to the date of the signing of the Annual Report.
Group Control Policies and Procedures covering all major areas of corporate
control have been developed and issued throughout the subsidiaries, including
specific levels of delegated authority.  The Board will continue to develop and
implement control procedures using the guidance set out in Internal Control
Guidance for directors on the Combined Code (the Turnbull Guidance),
appropriate for its nature and scale throughout the Group and in any future
acquisitions.
The key features of the Group’s system of internal control are as follows:
! clearly defined organisational responsibilities and limits of authority, including a
formal schedule of matters specifically reserved for decision by the Board;
! financial controls and review procedures;
! a comprehensive system for reporting financial and non-financial information
to the Board including:
# preparation and approval of a three-year business plan;
# preparation and approval of the annual budget;
# detailed monthly Group management accounts and commentary including
projected business and any new risks;
24 Annual Report and Accounts Creston Plc 
Corporate Governance Report continued
! a formal business acquisition investment appraisal process designed to
monitor and control growth initiatives;
! insurance and risk management policies including a formal annual risk review
report to the Board; and
! non-financial policies and procedures including Health & Safety, HR and
information systems.
The Board believes that these internal controls are adequate for its current size
and does not feel that a separate Internal Audit function is required.
Going Concern
The accounts have been prepared on the going concern basis as the Board,
having considered the Group’s financial projections, borrowing facilities and other
relevant financial matters, is satisfied that on the date of approving the accounts
the Group has a reasonable expectation that it has the resources to continue in
business for the foreseeable future.
25 Directors’ Remuneration Report
Creston Plc Annual Report and Accounts
The Board recognises that directors’ remuneration is of legitimate concern to
shareholders and is committed to following appropriate best practice for a
company of its size.  The Group operates within a competitive environment that is
subject to rapid commercial change.  Its performance depends on the individual
contributions of the directors and employees and it believes in rewarding them
appropriately for their role and incentivising them to achieve exceptional results.
In accordance with Section 241A of the Companies Act 1985, the Board presents
the Directors' Remuneration Report for shareholder approval.  The following
report is unaudited except where specified. 
Remuneration Committee
The Remuneration Committee (“the Committee”) comprised Mr D C Marshall
(Chairman), Mr D J Hanger and Mr P J Cunard throughout the year ended 31
March 2004.  All members are non-executive directors and consider themselves
to be independent.  None of them have any personal financial interest in the
matters to be decided (other than as shareholders), or any potential conflicts of
interest arising from cross-directorships, or any day-to-day involvement in running
the business.  A member of the Committee will attend the Annual General
Meeting and will be available to answer shareholders’ questions about directors’
remuneration. 
The Committee meets once a year, or as appropriate, and is responsible for
making recommendations to the Board on the general policy on remuneration of
executive directors.  The entire Board, on the advice of the Committee,
determines the terms of service contracts, salaries, bonus payments and pension
and decides on the grant of share options.  The Committee also advises the
Nominations Committee when considering recruitment and termination packages.
It carries out the policy on behalf of the Board.
As well as considering conditions in the Group as a whole, the Committee takes
into account the position of the Company relative to other comparable companies
and is aware of what these companies are paying, though comparisons are
treated with caution so as to avoid an upward ratchet in remuneration.  The
Committee consults the Chief Executive, has access to advice within the Company
and obtains its own independent professional advice from outside the Company.
Where non-Committee members are involved in advising or supporting the
Committee, care is taken to ensure potential conflicts in interest 
do not arise.  The consultants appointed by the Committee during the previous
year were Independent Remuneration Solutions and they were asked to 
provide information from specified comparator companies to the Committee 
in respect of packages of the Chief Executive and the Finance Director.
PricewaterhouseCoopers LLP were also used to provide advice on directors’
remuneration and employee share plans.  
26 Annual Report and Accounts Creston Plc 
Directors’ Remuneration Report continued
The above graph shows Creston Plc's Total Shareholder Return (“TSR”)
performance compared to the TSR of the FTSE All Share Media and
Entertainment index over the past five years.  Creston was re-listed as a marketing
services company on 29 January 2001, having previously been a property
company, and the Board therefore believes that the comparator index is only of
significance after this date.  The Company believes this to be the most
appropriate index as it includes all smaller companies in the Media sector
including Creston itself.
TSR is defined as the percentage change over the period in market price
assuming the reinvestment of income and funding of liabilities of the theoretical
holding.  TSR has been calculated on a one-month averaging basis in order to
reduce the volatility associated with spot prices. 
Remuneration Policy
The Committee seeks to ensure that the total remuneration received by executive
directors is competitive and will motivate them to perform at the highest level.  For
this reason the remuneration package of the executive directors contains, in
addition to the salary, a performance related bonus. 
The remuneration of the non-executive directors is determined by the executive
directors within the £50,000 limit set by the Company’s Articles of Association. 
Basic Salary and Benefits 
The Committee reviews the basic salary and benefits packages of the executive
directors annually, and will obtain the assistance of independent advisors such as
Independent Remuneration Solutions and PricewaterhouseCoopers LLP as
appropriate.  In deciding upon appropriate levels of remuneration the Committee
believes that the Company should offer levels of base pay reflecting individual
responsibilities compared to similar jobs in comparable companies.  The base pay
comprises a total salary package, allowing the executives to spend it as they
27
Creston Total Shareholder Return v FTSE All Share Media & Entertainment Index 
1999 2000 2001 2002 2003
200
400
600
800
1000
1200
1400
Creston - TOT Return Ind
Relisting as marketing 
services company
FTSE A/S Media and Entertain. - TOT Return Ind
Source: DATASTREAM Creston Plc Annual Report and Accounts
28
choose rather than as determined by Company schemes.  No pension
contributions are paid and no pension benefits are accrued in respect of directors
under present arrangements.  
Annual Bonus Payments
The Committee establishes performance targets that are relevant and challenging,
that increase the value of the Group, and which must be met for an annual bonus
to be paid.  Performance-related award schemes have been established which
recognise the duties of the recipients.  For the executive directors this is based on
the average diluted EPS growth of the Company.  The bonuses rise with
performance and the maximum related bonus that can be paid is 100% of basic
annual salary for the Chief Executive and 40% for the Finance Director.  The
annual bonus payments are not pensionable. 
Share Options
From time to time the Committee recommends to the Board that options should
be granted under the Creston Share Option Scheme.  The Group’s policy on
granting options is to grant them to executive directors and other employees
whose performance and potential contribution is judged to be important to the
operations of the Group.  This policy will be extended on approval of the proposed
approved Enterprise Management Incentive Scheme and the Sharesave Scheme.  
Long Term Incentives
The Committee is considering these in the light of changing legislation, but to
date has made no recommendations to adopt long term incentives to date, other
than those above.
Service Contracts
The service contracts with the executive directors are for indefinite periods and
they provide for a notice period not exceeding one year, in keeping with current
best practice.  The policy of the Company is that termination payments should not
exceed more than 12 months’ basic salary.
Executive Directors Date of contract Notice period
Mr D H Elgie 29 January 2001 12 months
Mr T B Alderson 29 January 2001 6 months
Non-Executive Directors Date of Appointment
Mr D C Marshall (as Chairman) 26 November 1999
Mr P J Cunard 27 November 2001
Mr D J Hanger 26 March 2001
Non-Executive Directors
The remuneration of the non-executive directors is determined annually by the
executive directors with advice from Independent Remuneration Solutions and
PricewaterhouseCoopers LLP as independent advisors and set within the limits
specified in the Articles of Association.  The remuneration is in no way related to
performance.  Non-executive directors cannot participate in any of the Company's
share option schemes, nor are they provided with any pension.
Directors’ Remuneration Report continued Annual Report and Accounts Creston Plc 
Directors’ Remuneration Report continued
29
AUDITED INFORMATION
Directors’ Remuneration
The remuneration of the executive directors comprised:
Performance 
Salary related bonus Benefits Total Total
2004 £ 2004 £ 2004 £ 2004 £ 2003 £
Mr D H Elgie 209,682 209,682 9,612 428,976 308,817
Mr T B Alderson 125,880 50,352 421 176,653 158,465
Mr D H Elgie has a service contract that can be terminated on one year’s notice
by the Company or by the director.  Mr T B Alderson has a service contract that
can be terminated on six months’ notice by the Company or by the director.  The
terms of the service contracts do not allow the executive directors to engage in
any other business outside the Company without prior written consent from the
Committee and no such consent has been sought.
Both executive directors are entitled to an annual bonus dependent on the
Group’s average growth in diluted earnings per share over the previous three
years limited to 100% of salary for Mr D H Elgie and 40% for Mr T B Alderson.
Up to 20% of the bonus of Mr D H Elgie may be paid in the form of shares,
however the amount payable in shares is reduced by the amount of any shares
bought personally in the year.  
The method of calculating the bonus was changed during the year.  Mr D H Elgie
was previously entitled to a bonus based equally on the growth in annual and
three year average earnings per share.  Mr T B Alderson was previously entitled to
20% of salary based on the Group’s annual growth in diluted earnings per share
and also to a further 20% on achieving defined performance targets.  These
changes were made to simplify the award process and to align the directors’
interests even more closely to those of shareholders.  
The remuneration of non-executive directors comprised fees as follows:
2004 2003
££
Mr D C Marshall 16,000 15,000
Mr P J Cunard 11,800 11,600
Mr D J Hanger 11,000 10,000
Mr V J Moran (died 10 August 2002) - 4,167
The fees of the non-executive directors were increased for the first time since 1
April 2000 and reflect the passage of time and also the significantly increased
burden placed upon them by successive legislation.  
The total directors’ emoluments are £644,429 (2003 £508,049).
The fees for Mr D C Marshall were paid to City Group P.L.C.  Fees for Mr P J
Cunard of £800 (2003: £1,600) were paid to Cunard Communications Limited in
respect of advice on and attendance at acquisition meetings on behalf of the
Company in addition to his fee as a director. Share Options
The Company has an unapproved share option scheme that was created in
January 2001 as part of re-launching the Company as a marketing services
group, at which time the executive directors were awarded share options.  Further
options were granted in the year as reported below.
Number of options
Date
At start At end Exercisable from which Expiry
of year Granted Repriced Exercised of year price exercisable Date
Mr D H Elgie 600,000 - 5,060 - 605,060 95p 29.01.2004 29.01.2011
Mr D H Elgie - 382,380 - - 382,380 110p 16.10.2006 16.10.2013
Mr D H Elgie - 60,657 - - 60,657 114p 17.10.2006 17.10.2013
Mr D H Elgie - 91,145 - - 91,145 113p 03.11.2006 03.11.2013
Mr T B Alderson 212,000 - 1,788 - 213,788 95p 29.01.2004 29.01.2011
On 29 January 2001 options over a total of 600,000 Ordinary Shares were
granted to Mr D H Elgie at an exercise price of 96p under the Share Option
Scheme. These time-based options vest in equal instalments over 30 months
from the date of commencement of employment and became fully vested on
31 July 2003.  Under the same letter dated 29 January 2001, Mr D H Elgie will
be granted additional options to subscribe for a number of new Ordinary Shares
equal to 5 per cent of any new Ordinary Shares issued by the Company, up to a
maximum of 1,180,000 new Ordinary Shares.  The entitlement to these options is
divided equally into time-based options and performance options.    
On 16 October 2003, the number of options was increased from 600,000 to
605,060 and the price was adjusted to 95p following the issue of new shares
under the Placing and Open Offer of 19 September 2003, all 605,060 (2003:
520,000) had vested at the year-end.  
On 16 October 2003 options over a total of 382,380 Ordinary Shares were
granted to Mr D H Elgie at an exercise price of 110p under the Share Option
Scheme, of which 31,865 (2003: nil) had vested at the year-end.  On 17 October
2003 options over a total of 60,657 Ordinary Shares were granted to Mr D H Elgie
at an exercise price of 114p under the Share Option Scheme, of which 5,055
(2003: nil) had vested at the year-end.  On 3 November 2003 options over a total
of 91,145 Ordinary Shares were granted to Mr D H Elgie at an exercise price of
113p under the Share Option Scheme, of which 6,076 (2003: nil) had vested at
the year-end.  For all three grants, half of the options are time-based and vest in
equal instalments over 30 months from the date of grant. The other half are
performance options and vest on or after 31 March 2007, subject to the
achievement of the performance conditions of earnings growth above the industry
norm for two consecutive financial years.  
On 29 January 2001 options over a total of 212,000 new Ordinary Shares were
granted to Mr T B Alderson, at an exercise price of 96p under the Share Option
Scheme. Half these options are time-based and vest in equal instalments over 30
months from the date of commencement of employment and became fully vested
on 31 July 2003. The other half are performance options and vested on 31 March
2004, on the achievement of performance conditions of earnings growth above
the industry norm in the previous two years.  
Creston Plc Annual Report and Accounts
Directors’ Remuneration Report continued
30 On 16 October 2003, the number of options was increased from 212,000 to
213,788 and the price was adjusted to 95p following the issue of new shares
under the Placing and Open Offer of 19 September 2003, all 213,788 (2003:
91,858) had vested at the year end.  
No options were exercised or lapsed in the year.  No variation was made in the
terms and conditions or performance criteria of any share options during the year
apart from the re-pricing of the opening holdings as described above.  The
Company has no long-term incentive plans.
The mid-market price of the Ordinary Shares was 45.5p on 1 April 2003 and
151.0p on 31 March 2004, the first and last trading days of the Creston financial
year.  During the year the share price ranged from 41.5p to 167.5p.
Pensions
There are no Company contributions payable on behalf of the executive directors
in respect of pensions.
David Marshall 
On behalf of the Board
Chairman of the Remuneration Committee 
11 June 2004
Annual Report and Accounts Creston Plc 
Directors’ Remuneration Report continued
31 We have audited the financial statements of Creston Plc for the year ended 31 March
2004 which comprise the consolidated profit and loss account, the balance sheets,
the consolidated cash flow statement and notes 1 to 30 to the financial statements.
These financial statements have been prepared under the accounting policies set out
therein.  We have also audited the information in the Directors’ Remuneration Report
that has been described as having been audited.
This report is made solely to the Company’s members, as a body, in accordance with
Section 235 of the Companies Act 1985.  Our audit work has been undertaken so
that we might state to the Company’s members those matters we are required to
state to them in an auditors’ report and for no other purpose.  To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
The directors’ responsibilities for preparing the annual report, the Directors’
Remuneration Report and the financial statements in accordance with United
Kingdom law and accounting standards are set out in the statement of directors’
responsibilities in the Report of the Directors.
Our responsibility is to audit the financial statements and the part of the Directors’
Remuneration Report that is audited in accordance with relevant legal and regulatory
requirements and United Kingdom auditing standards.
We report to you our opinion as to whether the financial statements give a true and
fair view and whether the financial statements and the part of the Directors’
Remuneration Report that is audited have been properly prepared in accordance
with the Companies Act 1985.  We also report to you if, in our opinion, the directors’
report is not consistent with the financial statements, if the Company has not kept
proper accounting records, if we have not received all the information and
explanations we require for our audit, or if information specified by law or the Listing
Rules regarding directors’ remuneration and transactions with the Group is not
disclosed.
We review whether the corporate governance statement reflects the Company's
compliance with the seven provisions of the Combined Code specified for our review
by the Listing Rules of the Financial Services Authority, and we report if it does not.
We are not required to consider whether the Board’s statements on internal control
cover all risks and controls, or form an opinion on the effectiveness of the Group's
corporate governance procedures or its risk and control procedures. 
We read other information contained in the annual report, and consider whether it is
consistent with the audited financial statements.  This other information comprises
only the Directors’ Biographies, the Chairman's Statement, the Chief Executive's
Overview, the Finance Director’s Overview, the Review sections, the Report of the
Directors, the Corporate Governance Report, the unaudited part of the Directors’
Remuneration Report and the Five Year Summary.  We consider the implications for
our report if we become aware of any apparent misstatements or material
inconsistencies with the financial statements.  Our responsibilities do not extend to
any other information.
Creston Plc Annual Report and Accounts
Report of the Independent Auditors to the Members of Creston Plc
32 Basis of Opinion
We conducted our audit in accordance with United Kingdom auditing standards
issued by the Auditing Practices Board.  An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements and the part of the Directors’ Remuneration Report that is audited.  It
also includes an assessment of the significant estimates and judgements made by
the directors in the preparation of the financial statements, and of whether the
accounting policies are appropriate to the Group's circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements and the part
of the Directors’ Remuneration Report that is audited are free from material
misstatement, whether caused by fraud or other irregularity or error.  In forming
our opinion, we also evaluated the overall adequacy of the presentation of
information in the financial statements and the part of the Directors’
Remuneration Report to be audited.
Opinion
In our opinion: 
! the financial statements give a true and fair view of the state of affairs of the
Company and the Group at 31 March 2004 and of the profit of the Group for
the year then ended; and
! the financial statements and the part of the Directors’ Remuneration Report
that is audited have been properly prepared in accordance with the Companies
Act 1985.
Grant Thornton
Registered Auditors
Chartered Accountants
Oxford
11 June 2004
Annual Report and Accounts Creston Plc 
Report of the Independent Auditors to the Members of Creston Plc continued
33 Continuing
Note Operations Aquisitions
2004 2003
£’000 £’000 £’000 £’000
Turnover 2 26,690 2,763 29,453 18,636
Cost of sales (17,351) (975) (18,326) (11,922)
Gross profit 9,339 1,788 11,127 6,714
Administrative expenses (7,399) (1,371) (8,770) (5,513)
Operating profit 1940 417 2,357 1,201
Share of operating loss in joint ventures 2 (34) (78)
Profit on ordinary activities before interest 2,323 1,123
Net interest payable 5 (235) (211)
Profit on ordinary activities before taxation 3 2,088 912
Tax on profit on ordinary activities 6 (639) (197)
Profit for the financial year 1,449 715
Dividends 8 (332) (157)
Retained profit for the financial year 23 1,117 558
Earnings per share 7 9.03p 6.38p
Diluted earnings per share 7 8.47p 6.38p
The Group has no recognised gains or losses other than the results for the year as set out above.
The accompanying notes form an integral part of these financial statements.
34
Consolidated Profit and Loss Account
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts 35
Annual Report and Accounts Creston Plc 
Balance Sheets
as at 31 March 2004
Note Group Company
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Fixed assets
Intangible assets 9 25,820 19,001 – –
Tangible fixed assets 10 775 670 31 50
Investment in joint venture
Share of gross assets – 57 – –
Share of gross liabilities – (57) – –
Other investments 11 – – 31,396 22,884
26,595 19,671 31,427 22,934
Current assets
Stocks 13 777 474 – –
Debtors 14 6,213 5,299 76 72
Cash at bank and in hand 15 4,160 2,424 1,232 810
11,150 8,197 1,308 882
Creditors: amounts falling due 
within one year 16 (8,980) (5,929) (3,182) (1,662)
Net current assets/(liabilities) 2,170 2,268 (1,874) (780)
Total assets less current liabilities 28,765 21,939 29,553 22,154
Creditors: amounts falling due after 
more than one year 17 (3,511) (11,403) (3,507) (11,411)
Net assets 25,254 10,536 26,046 10,743
Capital and reserves
Called up share capital 22 2,207 1,122 2,207 1,122
Share premium account 23 9,083 4,880 9,083 4,880
Special reserve 23 2,385 2,385 2,385 2,385
Other reserve 23 5,719 1,385 5,719 1,385
Capital redemption reserve 23 72 72 72 72
Shares to be issued 24 3,979 – 3,979 –
Profit and loss account 23 1,809 692 2,601 899
Total equity shareholders’ funds 25 25,254 10,536 26,046 10,743
The accounts were approved by the Board of Directors on 11 June 2004.
Tim Alderson
Finance Director
11 June 2004
The accompanying notes form an integral part of these financial statements. Note
2004 2003
£’000 £’000
Net cash inflow from operating activities 26 3,057 1,516
Returns on investments and servicing of finance
Bank interest received 101 147
Bank and other loan interest paid (378) (367)
Finance lease interest paid (13) (5)
Net cash outflow from returns on investments and servicing of finance (290) (225)
Taxation (677) (212)
Capital expenditure and financial investment
Purchase of tangible fixed assets (240) (200)
Proceeds on sale of tangible fixed assets 24 26
(Increase)/decrease in restricted cash deposits (191) 4,089
Net cash (outflow)/inflow from capital expenditure and financial investment (407) 3,915
Acquisitions and disposals
Purchase of subsidiary undertakings (4,588) (2,980)
Net cash acquired with subsidiaries 1,795 1,004
Net cash outflow from acquisitions and disposals (2,793) (1,976)
Equity dividends paid (224) (79)
Net cash (outflow)/inflow before financing (1,334) 2,939
Financing
Issue of share capital for cash consideration 4,751 –
Expenses paid in connection with share issues (293) –
Receipt of bank loan – 3,060
Repayment of bank loan (916) (464)
Repayment of loan notes (528) (4,889)
Capital element of finance lease payments (112) (48)
Net cash inflow/ (outflow) from financing 2,902 (2,341)
Increase in cash 27 1,568 598
The accompanying notes form an integral part of these financial statements.
36
Consolidated Cash Flow Statement
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts Annual Report and Accounts Creston Plc
Notes to the Financial Statements
for the year ended 31 March 2004
37
1. ACCOUNTING POLICIES
Basis of preparation
The accounts have been prepared under the historical cost convention and in accordance with United Kingdom applicable
accounting standards. The true and fair override provisions of the Companies Act 1985 have been invoked with regard to goodwill as
detailed below. The principal accounting policies of the Group have remained unchanged from the previous year and are set out
below.
Basis of consolidation
The Group financial statements consolidate those of the Company and of its subsidiaries up to 31 March 2004. The results of
subsidiaries acquired during the year are included from the effective date of acquisition. Profits and losses on intra-group transactions
are eliminated in full. On acquisition of a subsidiary, all the subsidiary’s assets and liabilities that exist at the date of acquisition are
recorded at their fair values reflecting their condition at that date.
Joint ventures
Entities in which the Group holds an interest on a long-term basis, and which are jointly controlled by the Group and other parties, are
treated as joint ventures and accounted for under the gross equity method.
Turnover
Turnover comprises the gross amounts billed to clients in respect of the provision of marketing services to include retainer fees, media
placements and production of marketing materials together with fees and disbursements for market research and other services
performed subject to specific contract. Revenue is recognised when the service is performed, in accordance with the terms of the
contractual agreement and the stage of completion of the work. Turnover is stated after deduction of trade discounts and excluding
value added tax or similar sales taxes outside the United Kingdom.
Goodwill
Goodwill arising from the acquisition of subsidiary undertakings, representing the difference between the purchase consideration and
fair value of net assets acquired, has been capitalised in accordance with the requirements of FRS 10.
The directors have considered the appropriate method of accounting for goodwill. They are of the opinion that reviewing goodwill on
an annual basis is a more suitable method than writing it off over a specific number of years. The subsidiaries were acquired with
specific brand names and customer bases. The companies have continued to increase profits and the Group is committed to
maintaining the value of the brand names and to constantly reviewing the product portfolio. An impairment review is carried out every
six months based on projected future cash flows discounted at an appropriate discount rate based on the Group’s weighted average
cost of capital. In accordance with FRS 10 and 11, the carrying value of intangible assets will continue to be reviewed for impairment
on the basis stipulated in FRS 11 and adjusted should this be required. The individual circumstances of each future acquisition will
be assessed to determine the appropriate treatment of any related goodwill.
The financial statements depart from the requirement of companies’ legislation to amortise goodwill over a finite period in order to give
a true and fair view, for the reasons outlined above. If the goodwill arising on all acquisitions had been amortised over a period of
twenty years, operating profit would have decreased by £1,163,000 (2003: £784,000).
Tangible fixed assets and depreciation
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost, less estimated residual value based on
prices prevailing at the date of acquisition, of each asset evenly over its expected useful economic life, 
as follows:
Computer equipment 33% per annum
Motor vehicles 25% per annum
Plant and office equipment 10-25% per annum
Stocks
Stocks are stated at the lower of cost and net realisable value. The cost of work in progress includes the costs of direct materials and
purchases, and the costs of direct labour plus attributable overheads based on normal levels of activity.
Where projects have the characteristics of long-term contracts, attributable profit is only recognised once their outcome can be
assessed with reasonable certainty. Such profit reflects the proportion of work on the project completed to date. Amounts recoverable
on such projects are included within debtors after provision for any foreseeable losses and the deduction of applicable payments on
account. Full provision is made for any losses on projects in the year in which the loss is first foreseen.
Deferred taxation
Deferred tax is recognised on all timing differences where the transactions or events that give the Group an obligation to pay more tax
in the future, or a right to pay less tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised
when it is more likely than not that they will be recovered. Deferred tax is measured using rates of tax that have been enacted or
substantively enacted by the balance sheet date. Lease and hire purchase commitments
Assets held under finance leases and hire purchase contracts are included in the balance sheet as tangible fixed assets and
depreciated similarly to other assets. The interest elements of the rental obligations are charged in the profit and loss account over the
periods of the leases and hire purchase contracts and represent a constant proportion of the balance of capital repayments
outstanding. Rental costs under operating leases are charged against profits as incurred.
Pension costs
Retirement benefits to employees are provided by defined contribution schemes that are funded by the Group and employees.
Payments are made to pension trusts that are financially separate from the Group. These costs are charged against profits as incurred.
Deferred consideration
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash, shares or other
securities at a future date, depends on uncertain future events such as the future performance of the acquired company. Where it is
not possible to estimate the amounts payable with any degree of certainty, the amounts recognised in the financial statements
represent a reasonable estimate at the balance sheet date of the amounts expected to be paid. The deferred consideration is
estimated. The maximum amount of the deferred consideration that is payable in shares at the Company’s option is accounted for as
shares to be issued. The remainder of the deferred consideration is treated as a liability.
Foreign currencies
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction. Monetary assets and
liabilities in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. The financial statements of
foreign subsidiaries are translated at the rate of exchange ruling at the balance sheet date. The exchange differences arising from the
retranslation of the opening net investment in subsidiaries are taken directly to reserves. All other exchange differences are dealt with
through the profit and loss account.
Financial instruments
Financial assets are recognised in the balance sheet at the lower of cost and net realisable value. Provision is made for diminution in
value where appropriate.
Income and expenditure arising on financial instruments is recognised on the accruals basis, and credited or charged to the profit and
loss account in the financial period to which it relates.
2 TURNOVER
2004 2003
£’000 £’000
Marketing services (excluding share of joint venture’s turnover of £35,000; 2003: £104,000) 29,453 18,636
All of the Group’s current activities are marketing services activities, which the directors consider to be one segment, based primarily in
the United Kingdom. The operations of the joint venture ended during the year. Turnover from NBC relates only to the five and a half
months since acquisition.
3 PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The profit on ordinary activities before taxation is stated after:
2004 2003
£’000 £’000
Auditors’ remuneration:
Audit services 70 60
Non-audit services – tax compliance 25 29
Depreciation
Tangible fixed assets, owned 286 184
Tangible fixed assets, held under hire purchase contracts 98 35
Operating lease rentals – land and buildings 519 320
Operating lease rentals – plant and equipment 127 66
In addition, auditors’ remuneration for non-audit services of £73,000 (2003: £75,000) in relation to assurance services on acquisitions
has been capitalised during the year.
4 EMPLOYEES
2004 2003
£’000 £’000
Wages and salaries 7,108 4,743
Social security costs 760 440
Pension costs 166 84
8,034 5,267
Notes to the Financial Statements
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
38 The average number of employees of the Group during the year was:
2004 2003
Number Number
Directors 5 5
Marketing services 236 162
241 167
The average number of employees of NBC during the five and a half months since acquisition was 51, which is included in the above
note. The number of employees of the Group at the year-end was 269 (2003: 210).
5 NET INTEREST PAYABLE
2004 2003
£’000 £’000
Interest receivable on bank deposits 95 71
Interest payable on bank overdrafts and loans (225) (140)
Interest payable on finance leases (13) (5)
Interest payable on other loans (92) (137)
(235) (211)
6 TAX ON PROFIT ON ORDINARY ACTIVITIES
2004 2003
£’000 £’000
The tax charge comprises:
Current tax:
Corporation tax at 30% (2003: 30%) 618 236
Overprovision of corporation tax in previous year (2) (37)
616 199
Deferred tax:
Origination and reversal of timing differences 23 (2)
Tax charge on profit on ordinary activities 639 197
The tax rate for the year is different from the standard rate of corporation tax in the UK (30%). The differences are explained below:
2004 2003
£’000 £’000
Profit on ordinary activities before tax 2,088 912
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 30% 626 273
Effects of:
Expenses not deductible for tax purposes 31 (19)
Capital allowances for year in excess of depreciation (3) 13
Other items (36) (31)
Adjustments to tax charge in respect of previous periods (2) (37)
Current tax charge for year 616 199
7 EARNINGS PER SHARE
2004 2003
Profit for Weighted Profit for Weighted
the financial average the financial average
year number of Pence year number of Pence
£’000 shares per share £’000 shares per share
Basic earnings per share
Earnings attributable to ordinary 
shareholders 1,449 16,045,576 9.03 715 11,215,364 6.38
Dilutive effect of securities:
Warrants – 15,275 – –––
Options – 70,179 – –––
Contingent shares – 985,033 – –––
Diluted earnings per share 1,449 17,116,063 8.47 715 11,215,364 6.38
No dilutive effects arose in relation to the options and warrants in issue during 2003.
Annual Report and Accounts Creston Plc
Notes to the Financial Statements
for the year ended 31 March 2004
39 8 DIVIDEND
2004 2003
£’000 £’000
Special interim dividend of 0.6p per share 67 –
Proposed final equity dividend of 1.2p per share (2003: 1.4p final per share) 265 157
332 157
The proposed final dividend will be paid on 2 August 2004 to shareholders on the register at 2 July 2004.
9 INTANGIBLE FIXED ASSETS
Goodwill on
consolidation 
Group £’000
Cost
At 1 April 2003 19,001
Additions (note 12) 7,774
Adjustments to consideration and net assets (955)
At 31 March 2004 25,820
Net book amount at 31 March 2004 25,820
Net book amount at 31 March 2003 19,001
As explained in note 1, goodwill on consolidation has not been amortised as the directors are of the opinion that it has an indefinite
economic life.
The adjustments to consideration relate to a change in the estimated deferred consideration for EMO and TRA and finalisation of the
net asset value of EMO Group under the terms of the Sale and Purchase Agreement dated 13 November 2002.
10 TANGIBLE FIXED ASSETS
Group Company
Fixtures, Fixtures,
Motor Fittings & Fittings &
Vehicles Equipment Total Equipment
£’000 £’000 £’000 £’000
Cost
At 1 April 2003 212 1,851 2,063 112
Additions 101 292 393 7
Disposals (62) (28) (90) (1)
On acquisition of subsidiary undertaking – 538 538 –
At 31 March 2004 251 2,653 2,904 118
Depreciation
At 1 April 2003 75 1318 1,393 62
Charge for the year 54 330 384 26
Disposals (42) (26) (68) (1)
On acquisition of subsidiary undertaking – 420 420 –
At 31 March 2004 87 2,042 2,129 87
Net book amount at 31 March 2004 164 611 775 31
Net book amount at 31 March 2003 137 533 670 50
The net book amount includes £238,000 (2003: £212,000) in respect of motor vehicles held under finance leases and similar hire
purchase contracts. The amount of depreciation in respect of such assets amounted to £98,000 (2003: £35,000) for the year.
Notes to the Financial Statements
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
40 11 OTHER INVESTMENTS
Shares in
subsidiary
undertakings
Company £’000
Cost
At 1 April 2003 22,884
Additions 9,467
Adjustments to consideration (955)
At 31 March 2004 31,396
Net book amount at 31 March 2004 31,396
Net book amount at 31 March 2003 22,884
The adjustment to consideration relates to a change in the deferred consideration of EMO and TRA and finalisation of the net asset
value of EMO Group under the terms of the Sale and Purchase Agreement.
The principal Group companies at 31 March 2004 are set out below:
Proportion of the Ordinary
Shares and voting rights held by:
Subsidiary Principal activity in the year The Company Subsidiaries
Marketing Sciences Limited Market Research 100%
Mobile Sensory Testing Services Limited Market Research 100%
The Real Adventure Marketing 
Communications Limited Marketing Communications 100%
EMO Group Limited Marketing Communications 100%
Emery McLaven Orr Limited Marketing Communications 100%
John Bowler Associates Limited Advertising and Public Relations 100%
Sky Rock Communications Limited Digital Marketing 100%
Nelson Bostock Communications Limited Public Relations 100%
The above list excludes details of non-trading dormant subsidiaries, although all subsidiary undertakings have been included in the
consolidated accounts. All of the subsidiary undertakings are incorporated and operate in the United Kingdom.
12 ACQUISITIONS
On 16 October 2003, the Company acquired the whole of the issued share capital of NBC for consideration (including deferred
consideration) as set out below. This purchase has been accounted for by the acquisition method of accounting. The profit after
taxation of NBC from 1 April 2003 to the date of acquisition was £340,000. Its profit after taxation for the year ended 31 March 2003
was £550,000.
The assets and liabilities of NBC at 16 October 2003 were as follows:
Accounting
policy
Book value adjustments Fair value
£’000 £’000 £’000
Fixed assets
Tangible fixed assets 118 – 118
Current assets
Stocks and work in progress 177 – 177
Debtors 884 – 884
Prepayments 252 – 252
Bank and cash 1,795 – 1,795
Total assets 3,226 – 3,226
Creditors
Trade creditors (148) – (148)
Accruals (770) – (770)
Social security and other taxes (213) – (213)
Corporation tax (399) – (399)
Deferred tax (3) – (3)
Total liabilities (1,533) – (1,533)
Net assets 1,693 – 1,693
Purchased goodwill capitalised 7,774
9,467
Annual Report and Accounts Creston Plc
Notes to the Financial Statements
for the year ended 31 March 2004
41 Satisfied by: £’000
Cash 4,226
Guaranteed loan notes 219
Shares issued 2,250
Deferred/contingent consideration (note 17) 2,410
Acquisition costs 362
9,467
The amount of deferred/contingent consideration payable is dependent upon the level of profit before taxation achieved by NBC in the
period from 17 October 2003 to 31 March 2007.
The directors have recognised the estimated £2,410,000 of deferred consideration at this time. The directors consider this to be the
most reasonable estimate that can be made on the information available.
The subsidiary undertaking acquired during the year made the following contributions to, and utilisations of, Group cash flow:
£’000
Net cash inflow from operating activities 689
Returns on investment and servicing of finance 3
Taxation (252)
Capital expenditure and financial investment (16)
Increase in cash 424
Analysis of net outflow of cash in respect of the purchase of the subsidiary undertakings:
£’000
Cash at bank and in hand acquired 1,795
Cash consideration paid (4,226)
Acquisition costs paid (362)
Net cash outflow (2,793)
13 STOCKS
Group
31 March
2004 2003
£’000 £’000
Work in progress 763 461
Stocks 14 13
777 474
The Company holds nil (2003: nil)
14 DEBTORS: AMOUNTS RECEIVABLE WITHIN ONE YEAR
Group Company
31 March 31 March
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Trade debtors 5,586 4,663 2 3
Other debtors 125 185 29 24
Prepayments and accrued income 437 357 37 38
Deferred tax asset (note 21) 65 94 8 7
6,213 5,299 76 72
15 CASH AT BANK AND IN HAND
Cash of £302,000 (2003: £111,000) is maintained in a designated account (the escrow account) as security for the loan notes issued
on the acquisitions of MSL and NBC and is therefore not freely available to the Group.
Notes to the Financial Statements
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
42 16 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31 March 31 March
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Acquisition deferred consideration (note 24) 955 – 955 –
Acquisition loan notes 346 27 346 27
Bank loans 916 916 916 916
Bank overdraft 4 27 – –
Amounts due under finance leases 103 77 – –
Trade creditors 1,686 1,814 73 43
Other creditors 248 203 58 61
Corporation tax 765 427 7 7
Social security and other taxes 809 534 15 39
Accruals and deferred income 2,339 889 547 412
Payments on account 544 858 – –
Proposed dividend 265 157 265 157
8,980 5,929 3,182 1,662
17 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
Group Company
31 March 31 March
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Acquisition convertible loan notes – 2,915 – 2,915
Acquisition loan notes 56 584 56 584
Bank loans 2,283 3,199 2,283 3,199
Acquisition deferred consideration (note 24) 1,068 4,613 1,068 4,613
Deferred taxation 3 6 – –
Amounts due to Group undertakings – – 100 100
Amounts due under finance leases 101 86 – –
3,511 11,403 3,507 11,411
The bank loans are secured by a fixed and floating charge over the assets of all the Group companies.
Where deferred consideration is included, such amounts have not been discounted.
Included in creditors above are the following amounts arising on the acquisitions of MSL, TRA, EMO and NBC:
MSL
£83,000 loan notes 2008, which are guaranteed by cash deposits held on escrow and accrue interest at 6% per annum, of which
£56,000 are payable after more than one year.
£100,000 loan notes in favour of the MSL Employee Benefit Trust and £13,000 by cash.
TRA
£2,430,400 deferred consideration, payable £1,487,400 by shares or loan notes at the option of Creston Plc and the balance by
guaranteed loan notes 2005. The deferred consideration becomes payable if the average annual profits of TRA over the three years to
31 March 2004 exceed £820,268. £1,487,400 of the consideration has been classified as shares to be issued, the balance is within
short term creditors.
EMO
£1,150,000 deferred consideration, payable 70% by shares or loan notes at the option of Creston Plc and 30% by guaranteed loan
notes 2007. The deferred consideration becomes payable if the average annual consolidated profits of EMO Group over the three
years to 31 March 2006 exceed £605,000. £805,000 of the consideration has been classified as shares to be issued, the balance is
within long term creditors.
NBC
£219,000 loan notes 2005, which are guaranteed by cash deposits held on escrow and accrue interest at 1% per annum.
£2,410,000 deferred consideration, payable 70% by shares or loan notes at the option of Creston Plc and 30% by guaranteed loan
notes 2008. The deferred consideration becomes payable if the average annual profits of NBC over the three and a half years to 31
March 2007 exceed £800,000. £1,687,000 of the consideration has been classified as shares to be issued, the balance is within long
term creditors.
Annual Report and Accounts Creston Plc
Notes to the Financial Statements
for the year ended 31 March 2004
43 18 COMMITMENTS UNDER FINANCE LEASES AND HIRE PURCHASE AGREEMENTS
Commitments under finance leases and hire purchase agreements are as follows:
31 March
2004 2003
£’000 £’000
In one year or less 103 77
Between one and five years 79 61
In five years or more 22 25
204 163
19 FINANCIAL ASSETS AND LIABILITIES
The Group’s financial instruments comprise of borrowings and cash. As permitted by FRS13, short-term debtors and creditors have
been excluded except for currency disclosures. The financial assets are required for day-to-day working capital of the Group. The
financial liabilities were used as part of the funding for past acquisitions. The objective is to achieve the best interest rates available
whilst maintaining acceptable flexibility and minimal risk.
The principal currency of the Group’s financial assets and liabilities is sterling. There is a minimal amount of cash held in US Dollar
and Euro accounts. The Group has no material exposure to foreign currency risk and therefore does not use its financial instruments
for hedging purposes.
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk.
Interest Rate Risk
The Group’s operations are cash generative and it funds acquisitions through a combination of retained profits and borrowings. In
order to manage the Group’s exposure to interest rate risk, borrowings comprise of a mixture of fixed and floating rate instruments.
Consideration will be given to future borrowings providing a mix of fixed and floating rate facilities.
Liquidity Risk
The Group maintains a mixture of short and long-term borrowings to manage this risk. Furthermore, the Group’s cash deposits highly
liquid. The Group seeks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and
profitably.
a) Financial assets
2004 2003
£’000 £’000
Cash at bank and in hand maturing in one year or less, or on demand 4,160 2,424
Weighted average interest rate 3.25% 3.39%
b) Financial liabilities
2004 2003
£’000 £’000
Subject to floating rates:
Bank loan 3,199 4,115
The bank loans interest rate is fixed every six months and accordingly do no meet the FRS13 definition of fixed rate financial liabilities.
The floating rate borrowings bear interest at 2.55% over LIBOR.
2004 2003
At fixed interest rates: £’000 £’000
Overdraft 4 27
Acquisition convertible loan notes – 2,915
Acquisition loan notes 402 611
Finance leases 204 163
Fixed interest rate financial liabilities: 610 3,716
Weighted average period for which rate is fixed – months 7.95 11.93
Weighted average interest rate 4.12% 4.86%
2004 2003
£’000 £’000
Repayable in:
One year or less, or on demand 1,369 1,047
More than one year but not more than two years 1,018 3,243
Between two and five years 1,422 3,541
3,809 7,831
Notes to the Financial Statements
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
44 c) Fair values of financial assets and liabilities
Book value Fair value
Group 2004 2003 2004 2003
£’000 £’000 £’000 £’000
Cash at bank and in hand (net of overdraft) 4,156 2,397 4,156 2,397
Acquisition loan notes (402) (611) (402) (611)
Convertible loan notes – (2,915) – (2,915)
Bank loan (3,199) (4,115) (3,199) (4,115)
Finance leases (204) (163) (204) (163)
351 (5,407) 351 (5,407)
The fair values of the financial assets and liabilities are estimated to be equal to their book values.
20 OPERATING LEASE COMMITMENTS
As at 31 March the Group had annual commitments under non-cancellable operating leases as follows:
2004 2003
Land and Land and
buildings Other buildings Other
£’000 £’000 £’000 £’000
In one year or less 44 21 40 27
Between one and five years 353 99 197 90
In five years or more 154 – 165 2
551 120 402 119
21 DEFERRED TAXATION
The deferred taxation asset of £65,000 (2003: £94,000) and liability of £3,000 (2003: £6,000) recognised in the financial statements is
set out below:
Group Company
31 March 31 March
2004 2003 2004 2003
£’000 £’000 £’000 £’000
Accelerated capital allowances 54 52 5 3
Other timing differences 8 2 3 4
Tax losses carried forward – 34 – –
62 88 8 7
22 SHARE CAPITAL
Group and Company 2004 2003
£’000 £’000
Authorised:
70,000,000 Ordinary Shares of 10p each
(2003: 70,000,000 Ordinary Shares of 10p each) 7,000 7,000
Called up, allotted, and fully paid:
22,065,138 Ordinary Shares of 10p each
(2003: 11,215,364 Ordinary Shares of 10p each) 2,207 1,122
Shares
On 16 October 2003, 2,343,750 Ordinary Shares of 10p each for a total nominal value of £234,375 were issued to the vendors of NBC
at a value of 96p each for a total consideration of £2,250,000 as part of the consideration for the acquisition.
On 16 October 2003, 5,303,841 Ordinary Shares of 10p each for a total nominal value of £530,384 were issued at a value of 86p each
for a total consideration of £4,560,000 under the Placing and Open Offer of 19 September 2003.
On 17 October 2003, 1,213,149 Ordinary Shares of 10p each for a total nominal value of £121,315 were issued to the vendors of EMO
at a value of 96p each for a total consideration of £1,165,000 on the conversion of £1,165,000 convertible loan notes issued as part of
the consideration for the acquisition.
On 3 November 2003, 1,822,914 Ordinary Shares of 10p each for a total nominal value of £182,291 were issued to the vendors of TRA
at a value of 96p each for a total consideration of £1,750,000 on the conversion of £1,750,000 convertible loan notes issued as part of
the consideration for the acquisition.
On 13 January 2004, 88,120 Ordinary Shares of 10p each for a total consideration of £8,812 were issued on the exercise of Warrants
at an exercise price of 131p each for a total consideration of £115,437.
Annual Report and Accounts Creston Plc
Notes to the Financial Statements
for the year ended 31 March 2004
45 On 29 March 2004, 78,000 Ordinary Shares of 10p each for a total consideration of £7,800 were issued on the exercise of Kerburn
Rose Warrants at an exercise price of 95p each for a total consideration of £74,100.
Options
Share options over 1,353,030 Ordinary Shares, as detailed in the Directors’ Remuneration Report, have been granted to the executive
directors at varying exercise prices per share of which 861,844 (2003: 611,858) options had vested at 31 March 2004. At 1 April
2003, share options over a further 26,042 Ordinary Shares granted to subsidiary directors were in existence, of which 13,021 lapsed
due to non-achievement of performance criteria. On 16 October 2003, the number of the remaining options was increased from 13,021
to 13,130 and the price was adjusted to 95p following the issue of new shares under the Placing and Open Offer of 19 September
2003.
Warrants
On 29 January 2001, the Company issued a total of 1,910,452 Warrants to subscribe for new Ordinary Shares on the basis of one
Warrant for every five ordinary shares held on 26 January 2001. These Warrants are exercisable during six specified periods of 42 days,
each immediately following the date of publication of successive interim and annual accounts for the Company, beginning with the
interim accounts for the period ending 30 September 2001 and ending with the annual accounts for the year ending 31 March 2004.
The original exercise price was 115 pence per Ordinary Share for the first two periods, 125 pence for the next two periods and 135
pence for the final two periods.
On 16 October 2003 the price was adjusted to 131p for the final two periods following the issue of new shares under the Placing and
Open Offer of 19 September 2003. Warrants over 1,820,749 (2003: 1,908,869) Ordinary Shares were in issue at the year-end.
Pursuant to a Board resolution dated 20 December 2000 and a Warrant Instrument dated 8 October 2001, the Company issued a total
of 233,854 Warrants to subscribe for new Ordinary Shares at a price of 96p per Ordinary Share to Kerburn Rose. On 16 October 2003,
the number of Warrants was increased to 235,826 and the price was adjusted to 95p following the issue of new shares under the
Placing and Open Offer of 19 September 2003. On 29 March 2004, 78,000 of these Warrants were exercised, leaving 157,826
outstanding at the year-end. The Warrants expire on the fifth anniversary of their date of issue.
An additional option issued to Kerburn Rose to subscribe for 2.5% of the number of Ordinary Shares which may have been issued as
part of any additional consideration under the agreement relating to the acquisition of MSL has now lapsed.
23 RESERVES
Share premium Other Profit and
account reserves loss account
£’000 £’000 £’000
Group
At 1 April 2003 4,880 3,842 692
Issue of ordinary shares on acquisition of NBC – 2,015 –
Issue of ordinary shares on Placing and Open Offer 4,031 – –
Issue of ordinary shares following conversion of loan notes – 2,612 –
Issue of ordinary shares on exercise of warrants 172 – –
Costs of share issues – (293) –
Retained profit for the financial year – – 1,117
At 31 March 2004 9,083 8,176 1,809
Company
At 1 April 2003 4,880 3,842 899
Issue of ordinary shares on acquisition of NBC – 2,015 –
Issue of ordinary shares on Placing and Open Offer 4,031 – –
Issue of ordinary shares following conversion of loan notes – 2,612 –
Issue of ordinary shares on exercise of warrants 172 – –
Costs of share issues – (293) –
Retained profit for the financial year – – 1,702
At 31 March 2004 9,083 8,176 2,601
As permitted by Section 230 of the Companies Act 1985, the Company has not presented its own profit and loss account. The profit for
the financial year relating to the parent Company amounted to £2,036,000 (2003: £659,000).
Other reserves are made up of Special reserve £2,385,000, Other reserve £5,719,000 and Capital Redemption reserve £72,000.
Notes to the Financial Statements
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
46 24 SHARES TO BE ISSUED
Group and Company 2004
£’000
At 1 April 2003 –
Accrued for acquisitions 3,979
At 31 March 2004 3,979
This year TRA came to the end of its earn-out period and as a result there is certainty as to the deferred consideration payable. Up to
67 per cent of this is payable in equity and, in accordance with FRS7, this amount has been shown as Shares to be issued with the
balance as creditors. The expected deferred consideration for EMO and NBC has been treated similarly.
25 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
2004 2003
Group £’000 £’000
At 1 April 10,536 9,978
Profit for the year 1,449 715
Dividend (332) (157)
11,653 10,536
Shares issued on acquisitions 2,250 –
Shares issued for cash considerations 4,561 –
Shares issued on conversion of loan notes 2,915 –
Shares issued on exercise of warrants 189 –
Share issue costs (293) –
Shares to be issued on acquisitions 3,979 –
At 31 March 25,254 10,536
26 RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES
Group 2004 2003
£’000 £’000
Operating profit 2,357 1,201
Depreciation 384 219
(Profit)/loss on disposal of motor vehicles and equipment (2) 19
Increase in stock (126) (130)
Decrease/(increase) in debtors 223 (303)
Increase in creditors 221 510
Net cash inflow from operating activities 3,057 1,516
27 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/(DEBT)
2004 2003
£’000 £’000
Increase in cash in the year 1,568 598
Cash outflow from reduction in debt 1,556 336
Cash inflow from increase in debt – (3,060)
Movement in net debt in the year resulting from cash flows 3,124 (2,126)
New finance leases (153) (27)
Reduction of loan stock 2,915 4,889
Issue of acquisition loan notes (319) (1,165)
Net debt at 1 April 2003 (5,518) (7,089)
Net funds/(debt) at 31 March 2004 49 (5,518)
Annual Report and Accounts Creston Plc
Notes to the Financial Statements
for the year ended 31 March 2004
47 28 ANALYSIS OF NET FUNDS/(DEBT)
At Non-cash At 31
1 April 2003 Cash flow Acquisitions items March 2004
£’000 £’000 £’000 £’000 £’000
Cash at bank and in hand 2,313 1,545 – – 3,858
Overdrafts (27) 23 – – (4)
2,286 1,568 – – 3,854
Acquisition convertible loan notes (2,915) – – 2,915 –
Acquisition loan notes (611) 528 (219) (100) (402)
Bank loans (4,115) 916 – – (3,199)
Finance leases (163) 112 – (153) (204)
Net funds/(debt) (5,518) 3,124 (219) 2,662 49
Restricted cash deposits (note 15) 111 (28) 219 – 302
Net funds/(debt) including restricted cash deposits (5,407) 3,096 – 2,662 351
Short term bank deposits of less than one month are classified as liquid resources.
29 CAPITAL COMMITMENTS
There were capital commitments of £Nil at 31 March 2004 (2003: £14,000).
30 DIRECTORS’ INTERESTS IN TRANSACTIONS AND SHARES
Mr D C Marshall and Mr J M Robotham are directors of City Group P.L.C. and Western Selection P.L.C. which held 2,000,000 Ordinary
Shares on 31 March 2004. During the year total fees of £38,599 (2003: £35,833) were paid to City Group P.L.C., £22,599 (2003:
£20,833) for the provision of secretarial services and assistance on the acquisitions and £16,000 (2003: £15,000) for those of Mr D C
Marshall. During the year £800 (2003: £1,600) in fees were paid to Cunard Communications Limited on behalf of Mr P J Cunard.
Notes to the Financial Statements
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
48 Periods ended 31 March
Restated
1
12 mths 12 mths 12 mths 12 mths 9 mths
2004 2003 2002 2001 2000
£’000 £’000 £’000 £’000 £’000
Group profit and loss account
Turnover from continuing activities (marketing) 29,453 18,636 9,810 1,168 –
Turnover from discontinued activities (property) – – – 1,454 5,037
Profit/(loss) on ordinary activities before taxation 2,088 912 207 1 (5,254)
Tax on profit/(loss) on ordinary activities (639) (197) (69) 59 –
Profit/(loss) for the financial period 1,449 715 138 60 (5,254)
Basic earnings/ (loss) per share (pence) 9.03 6.38 1.23 0.61 (59.00)
Basic earnings per share prior to exceptional items (pence) 9.03 6.38 1.23 0.10 5.00
Dividends per share (pence) 1.80 1.40 0.70 – 68.50
Group balance sheet
Fixed assets 26,595 19,671 16,539 10,158 1,098
Net current assets 2,170 2,268 1,689 6,358 7,126
Total assets less current liabilities 28,765 21,939 18,228 16,516 8,224
Amounts falling due after more than one year (3,511) (11,403) (8,250) (6,599) –
Net assets and total equity shareholders’ funds 25,254 10,536 9,978 9,917 8,224
Note 1: The accounts for the year ended 31 March 2002 were restated to reflect the adoption of a new accounting policy in respect of
deferred taxation as required by FRS 19.
Annual Report and Accounts Creston Plc
Five Year Summary
49 The principal features of the Creston Plc Sharesave Scheme (the “Sharesave Scheme”) are summarised below:
1. General: The Sharesave Scheme will be submitted to the Inland Revenue for approval under the Income Tax (Earnings and Pensions)
Act 2003. The operation of the Sharesave Scheme will be supervised by the Remuneration Committee.
2. Eligibility: Any employee of the Company and its participating subsidiaries who is a UK resident (including Directors who are required
to work at least 25 hours a week) will be eligible to participate in this Sharesave Scheme provided he/she has the required length of
continuous service as set by the Remuneration Committee. The Remuneration Committee may amend the eligibility conditions (within
the limit set by the relevant legislation) and has discretion to allow other employees to participate in the Sharesave Scheme.
3. Grant of Options: Invitations to apply for options to acquire ordinary shares in the Company may be issued within 42 days of formal
approval by the Inland Revenue of the Sharesave Scheme and thereafter within 42 days after the announcement of the Company’s
final or interim results, as well as at other times where the Remuneration Committee consider there are exceptional circumstances.
No invitations may be issued more than 10 years after the approval by shareholders of the Sharesave Scheme. Options may only be
granted to employees who enter into Inland Revenue approved savings contracts, under which monthly savings are made over a
period of three or five years and, in relation to a seven year contract, retained in the savings account for an additional two years.
It is the Remuneration Committee’s intention that only a three year savings contract will be offered to employees in respect of the first
operation of the Sharesave Scheme.
The number of ordinary shares over which an option is granted will be such that the total amount payable on its exercise will
correspond to the proceeds on maturity of the related savings contract. Options are personal to the participant and may not be
transferred, except on death.
4. Option price: It is the Remuneration Committee’s intention that the option price will be set at the middle-market quotation of an
ordinary share on the London Stock Exchange on the dealing day preceding the day on which an invitation to apply for an option is
made (or the average market value over the three dealing days immediately preceding the day the invitation is made if the
Remuneration Committee so decides) but such that the date of grant of options falls within the period of 30 days (or 42 days if
applications are scaled down) from the first dealing day used to calculate market value. However, under the rules of the Sharesave
Scheme options can be granted with a discount up to 20% of this value.
5. Overall limits: The aggregate number of unissued shares which may be allocated at any time under the Sharesave Scheme or any
other employee share scheme operated by the Company shall not in any 10-year period exceed 10% of the Company’s issued ordinary
share capital from time to time. However, options granted on or before to the Company’s re-admission to the Official List of the London
Stock Exchange on 29 January 2001 shall be ignored for the purposes of this limit.
6. Individual limits: Monthly savings by an employee under all savings contracts linked to options granted under the Sharesave Scheme
and any other savings-related share option scheme may not exceed the statutory maximum (currently £250).
7. Exercise of options: An option will normally be exercisable for six months only from the third, fifth or seventh anniversary of the
commencement of the related savings contracts (depending on the length of the contract originally entered into).
On cessation of employment, options will lapse unless cessation is in one of the particular compassionate circumstances set out in the
rules, or if the option has been held for at least three years. Similarly, an option may be exercised if an employee reaches age 65
whether or not he ceases employment. Early exercise is also permitted in the event of a takeover, amalgamation, reconstruction or
winding-up of the Company.
8. Pensionability: Benefits received under the Sharesave Scheme will not be pensionable.
9. Rights attaching to ordinary shares: All ordinary shares allotted under the Sharesave Scheme will rank equally with all other ordinary
shares of the Company then in issue (save for rights arising by reference to a record dated preceding the date of allotment). The
Company will apply to the London Stock Exchange for such shares to be admitted to the Official list.
10. Adjustment of options: In the event of any increase or variation to the Company’s share capital, such as a rights or capitalisation issue
or reduction of capital or other event affecting the Company, the Remuneration Committee may make an appropriate adjustment to the
number of ordinary shares over which an option has been granted and the option price. This must be agreed in advance by the Inland
Revenue.
11. Amendments to the Sharesave Scheme: The Remuneration Committee may at any time amend the Sharesave Scheme in any respect
providing that any amendment to the rules dealing with who is eligible to participate, individual or overall limits or the rule dealing with
adjustment of options following a variation of share capital cannot be made which is to the advantage of participants unless provided
by the Company in general meeting (except for minor amendments to benefit the administration of the Sharesave Scheme, to take
account changes in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company
or any Group company or for a participant). Any amendment to a key feature of the Sharesave Scheme must also be agreed in
advance with the Inland Revenue.
Sharesave Scheme Summary
Creston Plc Annual Report and Accounts
50 The principal features of the Creston Plc Enterprise Management Incentive Scheme (the “EMI Scheme”) are summarised below:
1. General: The EMI Scheme will be administered by the Remuneration Committee of the Company. It is proposed that, subject to the
EMI Scheme being approved by the Company in general meeting, certain employees will be granted options over ordinary shares in
the Company exercisable in accordance with the EMI Scheme rules.
2. Eligibility: All employees of the Company whose time committed to the business of the company or the Group is at least 25 hours per
week, or if less, 75% of their working time are eligible to participate provided they are not within 6 months of their retirement date.
3. Grant of options: Options may be granted at any time at the discretion of the Remuneration Committee within 42 days after the
announcement of the Company’s final or interim results or within 42 days of shareholders’ approval to the EMI scheme, as well as at
other times where the Remuneration Committee considers there are exceptional circumstances.
No invitations may be issued more than 10 years after the approval by shareholders of the EMI scheme. Any grant of options is
subject to the requirement that on any given day the total market value of shares in respect of which unexercised EMI options exist
does not exceed £3 million. In addition, the Company must meet certain legislative requirements in relation to its trading activities and
its gross assets at the date of grant of the option. If at the time of grant the option fails to meet the provisions contained in Schedule 5
of the Income Tax (Earnings and Pensions) Act 2003 the option shall be an unapproved option.
4. Option price: The price per share payable on the exercise of an option shall be a price which is the middle-market quotation for an
ordinary share on the London Stock Exchange on the date of grant, or if the Remuneration Committee so determine, the average of the
closing middle-market quotations for a share on the three dealing days immediately preceding the date of grant.
5. Overall limits: The aggregate number of unissued shares which may be allocated at any time under the EMI Scheme or any other
employee share scheme operated by the Company shall not in any 10 year period exceed 10% of the Company’s issued ordinary
share capital from time to time. However, options granted on or prior to the Company’s re-admission to the Official List of the London
Stock Exchange on 29 January 2001 shall be ignored for the purposes of this limit.
6. Individual limits: The maximum grant of options to any one employee shall not exceed the employee’s basic salary in any given year
save in exceptional circumstances as determined by the Remuneration Committee.
7. Performance targets: The performance targets for the individual EMI option grants will be set by the Remuneration Committee in line
with general ABI guidelines and will be made up of a combination of i) TSR (against the FTSE Media and Entertainment Index), ii)
absolute diluted EPS growth, iii) diluted EPS Growth relative to a set of some eight comparator companies chosen by the Company’s
Stockbrokers and iv) specific targets where relevant (e.g. Subsidiary performance for Subsidiary management). It is intended that
where performance is measured against an index or group of comparator companies, based on a three year average, no shares will
vest for below-median performance rising to full vesting for upper quartile performance or on achieving a challenging target such as
10% p.a. growth.
8. Exercise of the options: The option agreement between the Company and the employee shall state the date or dates on which the
option will become exercisable which will not be earlier than three years from the date of grant. The option agreement will also detail
the performance targets which need to be satisfied prior to or on exercise. However in exceptional circumstances, the Remuneration
Committee may grant options which are not subject to performance targets. Early exercise within a limited period is permitted if the
participant’s employment ceases as a result of death, disability, ill-health or otherwise at the discretion of the Remuneration
Committee.
In the event of a takeover of the Company, a scheme of arrangement, or voluntarily liquidation, options may also be exercised early, for
a limited period to the extent that the Remuneration Committee determines taking into account the achievement of the performance
targets to date.
In the event that another company obtains control of the Company, options may in certain circumstances be exchanged for options
over the shares in the acquiring company (or an associated company).
9. Pensionability: Benefits received under the EMI scheme will not be pensionable.
10. Rights attaching to Ordinary Shares: All ordinary shares allotted under the EMI Scheme will rank equally with all other ordinary shares
of the Company then in issue (save for rights arising by reference to a record dated preceding the date of allotment). The Company
will apply to the London Stock Exchange for such shares to be admitted to the Official List.
11. Adjustment to option: In the event of any increase or variation to the Company’s share capital such as a rights or capitalisation issue or
reduction of capital or other event affecting the Company, the Remuneration Committee may make an appropriate adjustment to the
number of ordinary shares over which an option has been granted and the option price, save where the effect of the event on the
options is deemed by the Remuneration Committee to be de minimus.
12. Amendments to the scheme: If the Inland Revenue raise a notice of enquiry and concludes that the requirements of Schedule 5 to the
Income Tax (Earnings and Pensions Act) 2003 have not been met in relation to the Scheme, the Remuneration Committee may alter
the Rules of the Scheme as may be necessary to ensure that the requirements have been met. The Remuneration Committee may
amend the provisions of the Scheme and the terms of any option as they consider necessary or desirable without the need for prior
approval of the Company or the consent of option holders, provided that such amendments or additions do not affect the basic
principles of the Scheme. No amendment will have effect if it would cause the Scheme to cease to satisfy the provisions of Schedule 5.
Annual Report and Accounts Creston Plc
Enterprise Management Incentive Scheme Summary
51 NOTICE IS HEREBY GIVEN that the seventy-seventh annual general meeting of Creston Plc (the “Company”) will be held at The Sofitel St
James Hotel, 6 Waterloo Place, London SW1Y 4AN on 29 July 2004 commencing at 12 noon for the following purposes.
Ordinary business
To consider the following, which will be proposed as ORDINARY RESOLUTIONS:
1. To receive, approve and adopt the Company’s annual accounts for the financial year ended 31 March 2004, together with the
directors’ report and auditor’s report on those accounts.
2. To declare a final dividend of 1.2p per Ordinary Share for the year.
3. To approve the Directors’ Remuneration Report for the financial year ended 31 March 2004.
4. To re-elect as a director Mr D C Marshall, who retires by rotation in accordance with Articles 110 and 111 of the Company’s Articles of
Association and, being eligible, offers himself for re-election.
5. To re-elect as a director Mr D H Elgie, who retires by rotation in accordance with Articles 110 and 111 of the Company’s Articles of
Association and, being eligible, offers himself for re-election.
6. To re-elect as a director Mr D J Hanger, who retires in accordance with the Combined Code 2003 provision A.7.1 and, being eligible,
offers himself for re-election.
7. To reappoint the auditors Grant Thornton and to extend the appointment to Grant Thornton UK LLP under s26(5) of the Companies
Act 1989 from Grant Thornton to Grant Thornton UK LLP with effect from 1 July 2004.
Special business
To consider the following, which will be proposed as ORDINARY RESOLUTIONS:
8. THAT the Board be and is hereby generally and unconditionally authorised for the purposes of Section 80 the Companies Act 1985 to
exercise all powers of the Company to allot relevant securities (within the meaning of that Section) up to an aggregate nominal amount
of £728,150 provided that this authority shall expire on the date five years from the date of this resolution save that the Company may
before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the
Board may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired but
otherwise in substitution for any authorities conferred on the directors to allot relevant securities.
9. THAT the Creston Plc Sharesave Scheme, the main terms of which are summarised on page 50 and a copy of which is produced to
the meeting and initialled by the Chairman for the purpose of identification, be and is hereby approved and the Directors be, and they
are hereby, authorised to do all such acts and things as they may consider necessary or expedient to carry the aforementioned
Scheme into effect including making any changes which they consider appropriate to obtain the approval of the Scheme by the Inland
Revenue under the provisions of the Income Tax (Earnings and Pensions) Act 2003.
10. THAT the Creston Plc Enterprise Management Incentive Scheme, the main terms of which are summarised on page 51, and a copy of
which is produced to the meeting and initialled by the Chairman for the purpose of identification, be and is hereby approved and the
Directors be, and they are hereby, authorised to do all such acts and things as they may consider necessary or expedient to carry the
aforementioned Scheme into effect.
To consider the following, which will be proposed as a SPECIAL RESOLUTION:
11. THAT subject to the passing of resolution number 8, and upon such resolution becoming effective, the Board be and is hereby
empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of that Act)
for cash pursuant to the authority conferred by resolution number 8 as if sub-section (1) of Section 89 of that Act did not apply to any
such allotment provided that this power shall be limited:
a. To the allotment of equity securities in connection with an offer or issue of such securities to shareholders on the registrar on a date
fixed by the directors where the equity securities respectively attributable to the interest of all shareholders are proportionate (as
nearly as may be) to the respective numbers of shares held by them on that date but subject to such exclusions or other
arrangements as the directors may deem necessary or expedient for the purpose of dealing with fractional entitlements or legal or
practical problems under the laws of or the requirements of any regulatory body or any stock exchange in any territory; and
b. To the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of
£110,326 and shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution
save that the Company before such expiry may make an offer or agreement which would or might require equity securities to be
allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired but otherwise it shall be in substitution for any prior authorities conferred on the directors to allot
equity securities, and securities.
By order of the Board Registered Office
City Group P.L.C. 25 City Road
Secretary London
11 June 2004 EC1Y 1BQ
Notice of Annual General Meeting
for the year ended 31 March 2004
Creston Plc Annual Report and Accounts
52 Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, to vote in his or
her stead. A proxy need not be a member of the Company. A form of Proxy is enclosed with this Notice for use at the meeting.
2. To be valid, the instrument appointing the proxy (together with the Power of Attorney or other authority, if any, under which it is signed
or a notarially certified copy of such Power or authority) must be deposited at or posted to the Company’s registrars, Capita Registrars,
Proxy Department, PO Box 25, Beckenham, Kent BR3 4BR to be received not later than 48 hours before the time fixed for the
meeting. Completion and return of the Form of Proxy will not preclude shareholders from attending or voting at the meeting in person.
3. Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturdays and public
holidays excepted) at the Company’s registered office 25 City Road, London EC1Y 1BQ from the date of this Notice up to and
including 29 July 2004 and, at the place of the meeting, 15 minutes prior to and during the annual general meeting:
i. The Memorandum and Articles of Association of the Company.
ii. The Register of Directors’ Interests in the shares of the Company kept in accordance with Section 325 of the Companies Act 1985.
iii. The Directors’ service contracts and the Non-Executive Director’s terms and conditions of appointment.
iv. Copies of the draft rules of the Creston Plc Sharesave Scheme and the Creston Plc Enterprise Management Incentive Scheme.
Annual Report and Accounts Creston Plc
Notice of Annual General Meeting
for the year ended 31 March 2004
53  Annual Report and Accounts Creston Plc
Proxy Form
Creston Plc
We –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
of –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
being (a) member(s) of the above named Company hereby appoint the Chairman of the Meeting, failing whom
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held
on 29 July 2004 and at any adjournment thereof.
I/We hereby authorise and instruct my/our said proxy to vote as indicted below on the resolutions to be proposed
at such meeting. Unless otherwise directed the proxy will vote or abstain from voting as he/she thinks fit.
Dated this________________________________2004 _____________________________________Signature
Notes 
1) To be valid the instrument appointing the proxy (together with the Power of Attorney or other authority, if any, under which it is signed or a notarially
certified copy of such Power of authority) must be deposited at or posted to the Company’s registrars, Capita Registrars, Proxy Department, PO Box
25, Beckenham, Kent BR3 4BR to be received not later than 48 hours before the time fixed for the meeting. Completion and return of the Form of
Proxy will not preclude shareholders from attending and voting at the meeting in person. 
2) In the case of a Corporation, this proxy should be given either under its common seal or, if none, should be signed by an attorney or officer duly
authorised. 
3) In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes
of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the Register of shareholders in
respect of the joint holding. 
4) If it is desired to appoint as proxy any person other than the Chairman of the Meeting, the name and address of such person should be inserted in
the relevant place, reference to the Chairman deleted and the alteration initialled. 
5) A proxy need not be a shareholder.
Resolution For Against
Ordinary Business 
Ordinary Resolutions 
1 To receive and approve the Directors’ Report and Accounts 
2. To declare a final dividend of 1.2p for the year
3. To approve the Directors’ Remuneration Report 
4. To re-elect Mr D C Marshall as a director
5. To re-elect Mr D H Elgie as a director
6. To re-elect Mr D J Hanger as a director 
7. To re-appoint Grant Thornton as auditors
Special Business
Ordinary Resolutions
8. To authorise the directors to allot securities (within the meaning of Section 80
of the Companies Act 1985) up to an aggregate nominal amount of £728,150
9. To approve and adopt the Creston Plc Sharesave Scheme as summarised in the
Report and Accounts
10. To approve and adopt the Creston Plc EMI Scheme as summarised in the
Report and Accounts
Special Resolution
11. To authorise the directors to allot securities (subject to limitations) as if the 
pre-emption rights did not apply up to an aggregate nominal value of £110,326
✁ Second Fold
Third Fold (Tuck-in)
Capita Registrars
Proxy Department
PO Box 25
Beckenham
Kent
BR3 4BR
First Fold
BUSINESS REPLY SERVICE
License No. MB122
1 1 Contents
Highlights 1
Directors’ Biographies 2
Chairman’s Statement 4
Chief Executive’s Overview 6
Finance Director’s Overview 8
Review of the Marketing Sciences Group 10
Review of The Real Adventure 12
Review of the EMO Group 14
Review of Nelson Bostock Communications 16
Report of the Directors 18
Corporate Governance Report 21
Directors’ Remuneration Report 26
Report of the Independent Auditors 32
Consolidated Profit and Loss Account 34
Balance Sheets 35
Consolidated Cash Flow Statement 36
Notes to the Financial Statements 37
Five Year Summary 49
Sharesave Scheme Summary 50
Enterprise Management Incentive Scheme Summary 51
Notice of Annual General Meeting 52
Creston Plc Annual Report and Accounts
Head office: 56 Haymarket
London
SW1Y 4RN
Tel: 020 7930 9757
Fax: 020 7930 8727
Secretary and Registered office: City Group P.L.C.
25 City Road
London
EC1Y 1BQ
Bankers: Barclays Bank Plc
27 Soho Square
London
W1A 4WA
Auditors: Grant Thornton
1 Westminster Way
Oxford
OX2 0PZ
Stockbrokers: Charles Stanley & Co. Limited
25 Luke Street
London
EC2A 4AR
Registrars: Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Tel: 0870 162 3131
Fax: 01484 600912
Company registration number: 210505 Creston plc
56 Haymarket
London
SW1Y 4RN
T: +44 (0) 20 7930 9757
F: +44 (0) 20 7930 8727
www.creston.com
Annual Report and Accounts
2004