Annual Report and Accounts 2013
Martin & Co Annual Report and Accounts 2013
One of
THE UK’S LARGEST
 property franchises  Annual Report and Accounts 2013
MARTIN & CO
Welcome to
With a network of almost 200 
offices, Martin & Co is one of  
the largest franchised property 
businesses in the UK. Established  
in 1986, it provides a local letting  
and sales service with the backing  
of a national brand and professional 
head office support.
STRATEGIC REVIEW
 1 Highlights of the year
 2 Who we are and what we do
 4 Chairman’s Statement
 5 Our Business franchise model
 6 Market opportunities
 8 Our strategy and progress
 9 How we measure ourselves
 10 A franchise full of opportunity
 12 Chief Executive’s Statement
 1 3 F i n a n c i a l R e v i e w
 14 How we manage risk
 15 Corporate social responsibility
GOVERNANCE
 16 Board of Directors
 18 Corporate governance statement
 1 9 D i r e c t or s ’ r epor t
21 Directors’ remuneration report
 23 Report of the independent auditors
FINANCIAL STATEMENTS
24 Consolidated statement of  
comprehensive Income
25 Consolidated statement of financial position
26 Company statement of financial position
27 Consolidated statement of changes in equity
28 Company statement of changes in equity
29 Consolidated statement of cash flows
30 Notes to the consolidated statement  
of cash flows
31 Company statement of cash flows
31 Notes to Company statement of cash flows
32 Notes to the consolidated financial statements
49 Shareholder Information 1
Annual Report and Accounts 2013
Network billings (£m)
2009 2009 2010 2011 2012 2013
23.0
27.0
31.1
34.6
38.3
Revenue (£m)
2009 2009 2010 2011 2012 2013
3.0
2.9
3.6
4.3
5.0
Operating proﬁt* (£m)
2009 2009 2010 2011 2012 2013
0.9
1.2
1.3
1.4
1.8
Proﬁt  before tax* (£m)
2009 2009 2010 2011 2012 2013
0.9
1.2
1.3
1.4
1.8
Net assets (£m)
2010 2011 2012 2013
0.2
0.9
0.3
0.7
5.0
2009
HIGHLIGHTS
of the year
Financial Highlights†
Revenue
£5.0m 16%
(2012: £4.3m)
Management Service Fees
£3.5m 13%
(2012: £3.1m)
Operating Profit*
£1.8m 28%
(2012: 1.4m)
Profit before tax*
£1.8m 28%
(2012: 1.4m)
Net Assets
£5.0m 614%
(2012: 0.7m)
Operational Highlights
 Successful IPO on AIM on  
18 December 2013 raising £3.1m 
net of expenses
 A newly incorporated entity 
MartinCo PLC became the 
Group’s holding company from 
10 December 2013 
 97 franchisees trained and 
licensed to provide estate agency
 Properties under management in 
our network exceeded 30,000 
for the first time
 Divestment of 4 owned  
offices (1 remains) to 
concentrate on franchising
 Cloud-based operational 
software rolled out to  
79% of network (completion  
due summer 2014)
* before flotation costs
† Including discontinued operations 2
 Annual Report and Accounts 2013
WHO WE ARE
and what we do
We already manage 30,000 
properties which is a town the  
size of Maidenhead in Berkshire!  
We keep our finger on the pulse  
of the local property market  
with offices throughout the UK.
The Group provides lettings, estate 
agency and property management 
services to its clients through its network 
of franchised Martin & Co offices.
Our services are marketed through a high 
visibility website, branded shops in high 
street locations, branded cars, sign boards 
and other property portals.
We won ‘Gold’ for ‘Best Large Letting 
Chain’ at the ESTAS (Estate & Letting 
Agency Awards) in both 2009 and 2012 
as well as ‘Silver’ in the 2013 Sunday 
Times ‘Lettings Agency of the Year’.
Market penetration
 Occupied 3
Annual Report and Accounts 2013
New instructions 
(year to December 2013)
32,085
23,740
22,185
34,400
LSL
Martin & Co
Foxtons
Countrywide
17,209 Connells Group
Our position in the market
 According to 2011 census data our network  
manages 1.4% of total privately rented stock  
in its territories
 We compete against Countrywide, LSL and  
Connells for new instructions
 We created 25,984 new tenancies in 2013
 We managed 30,623 properties at the end of 2013
 We had 97 offices advertising an estate agency 
service at the end of 2013
 We let or sell a property every 7 minutes during 
office opening hours
30,000+
properties managed
189
offices nationwide 
(including 1 company owned office)
158
franchise owners
100+
years of combined residential letting  
and estate agency experience between 
the management team
Top 3
UK lettings brand
Source: Vizzihomes 4
 Annual Report and Accounts 2013
CHAIRMAN’S
Richard Martin.
Statement
“We successfully listed on AIM,  
have achieved record financial 
performance this year and are 
strongly positioned for future 
growth.”
I am delighted to report on a landmark year for 
the Group and its maiden financial results as 
a PLC, following admission to the Alternative 
Investment Market (“AIM”) of the London Stock 
Exchange. Our residential property franchise 
model has continued to achieve robust growth 
and by the year-end, the Group was managing 
over 30,000 properties across its 189 offices. 
The Group has achieved a record financial 
performance with revenue including 
discontinued operations increasing 16% to 
£5.0m (2012: £4.3m). Operating profit including 
discontinued operations and before exceptional 
items increased by 28% to £1.8m (2012: £1.4m) 
and profit before taxation including discontinued 
operations and before flotation costs increased 
by 28% to £1.8m (2012: £1.4m). The Group  
has a strong balance sheet with a net cash 
position of £4.8m as at 31 December 2013  
(31 December 2012: £0.6m).
In December 2013, the Group successfully 
completed its admission to AIM.  
MartinCo PLC enjoyed strong investor  
appetite in the initial public offering and  
support for the proven franchise business  
model. The long-term outlook for the 
lettings market is very encouraging and 
the Group’s broad UK footprint makes it 
an attractive investment proposition.
MartinCo PLC has demonstrated that the 
residential lettings industry has remained stable 
through economic cycles. This, combined with 
the strength of our brand, makes Martin & Co 
attractive to people who wish to become 
franchisees and build their own lettings 
businesses. The Group’s strong support  
network has been essential to the continued 
development of our franchisees and helping 
them build a successful franchise business.
In 2012, the Group introduced an estate agency 
service to enhance the Martin & Co brand. With 
the property market cycle turning in our favour 
the management team felt the timing was 
right to accelerate the roll out of the service.
By the end of 2013, 97 of our franchise offices 
were offering an estate agency service and I 
can report that early stage progress in property 
sales volumes has surpassed our expectations 
and the Group will continue to roll the 
service out across the remaining offices.
As well as continuing to grow organically by 
attracting new franchisees, the Group is seeking 
to acquire lettings portfolios, which make 
strategic sense to the business using some 
of the funds raised during the IPO process.
In conclusion I would like to thank the whole 
team and our franchisees for their commitment 
to driving forward the Group’s business. 
With the support of its new shareholders 
MartinCo PLC has begun an exciting new 
chapter and as the UK’s economic recovery 
begins to gather momentum, we look 
forward to the future with confidence.
The Strategic Report is contained on pages 5 to 15. 
It was approved by the board on 31 March 2014.
Richard Martin
Chairman
9 franchises exceeded
£500,000
annual network income in FY13
Management Service Fees set at
9%
to ensure fair profit margin for franchisees 
and a sustainable business model
83%
of new franchisees do not come 
from a property background 5
Annual Report and Accounts 2013
 
 
 
 
 
Franchisee
selection
Business
planning
Acquisition
programme
Launch
and support
Digital marketing
IT helpdesk,
marketing, staff
recruitment
National supplier
agreements
Structured
training/mentoring
programme FRANCHISE
network
Martin & Co
BUSINESS
Our
franchise model
“We have built ourselves  
a strong platform for 
significant growth.”
All offices receive training, mentoring, business development advice, 
business systems support, marketing materials and campaigns and 
monitoring. In return, the Group charges a management service fee  
of 9% of an office’s fee income.
New franchisees come from a wide variety of backgrounds. Typically a  
new franchisee launches in a branded high street office with a member  
of staff and a branded vehicle.
A franchisee can sell its Martin & Co business to a party approved  
by the Group (a ‘resale’).
Typically, a new franchisee acquiring a resale business improves the fee  
income by 30% within 12 months.
We enjoy strong franchisee retention
Number of years trading as an office
Key strengths
 Five-year franchise, exclusive 
postcode territory
 New franchise territories 
cumulatively profitable in  
Year 3
 Franchise renewal subject  
to qualifying conditions
 Group controls and audits 
branding, records and 
standards
Our platform
Number of years trading as an oce
0 – 1 years: 5% 0 – 1 years: 5%
1 – 2 years: 10% 1 – 2 years: 10%
2 – 3 years: 3% 2 – 3 years: 3%
3 – 4 years: 10% 3 – 4 years: 10%
4 – 5 years: 13% 4 – 5 years: 13%
5+ years: 59% 5+ years: 59% 6
 Annual Report and Accounts 2013
1918 1918 1981 1981 2011 2011
Private vs social renting (%)
0
10
20
30
40
50
60
70
80
Private
Social
Source: Department for Communities and Local Government Source: Department for Communities and Local Government
OPPORTUNITIES
Market
The UK private residential lettings 
market is in a strong growth phase. 
Growth has been strongest in the 
territories the Group has targeted.
The lettings landscape
 Private rental market experienced a 38%  
increase in the number of households privately 
renting in the decade to 2011
 Limited number of large chains
– Focused on estate agency and  
financial services
 – Lettings activity has in recent years  
been the subject of increased attention  
and investment
 Smaller estate agencies
 – Most manage single offices where  
lettings is an add-on activity
 Specialist letting agents
 – Most small scale and local
 – A few with more substantial and  
scalable networks
 – Only one of comparable size
 Approximately 14,500 UK agents offer a  
lettings service on UK portal websites
 Lettings agency market is highly fragmented 
indicating opportunities for a clear UK brand 
leader to emerge through organic growth  
and acquisitions
Private vs social renting (%) 7
Annual Report and Accounts 2013
2001 Census
Rented from landlord/ 
letting agency
Rented from landlord/ 
letting agency
Rented from other Rented from other
Other (including homeowners) Other (including homeowners)
9%
3%
88%
2011 Census
Private rented Private rented
Living rent free Living rent free
Other (including homeowners) Other (including homeowners)
17%
1%
82%
2001 Census
Rented from landlord/ 
letting agency
Rented from landlord/ 
letting agency
Rented from other Rented from other
Other (including homeowners) Other (including homeowners)
9%
3%
88%
2011 Census
Private rented Private rented
Living rent free Living rent free
Other (including homeowners) Other (including homeowners)
17%
1%
82%
Growth of the market
 The long-term trend in the private rented  
sector was characterised by decline for much  
of the 20th Century
 In the 1990s, trends reversed from a low of 9%. 
Estimates suggest 18% of UK households living  
in private rented accommodation in 2011
 The residential rental market added 1.6m properties 
in England & Wales in a decade to 2011. One in 
every six homes in the UK are now rented
 In 2013 there were 4.8m privately rented properties. 
Savills forecasts 5.7m by 2018, which implies 5.4% 
growth pa over the next 5 years
 Savills and Rightmove estimate rents paid on 
privately rented properties at £48bn in 2011  
rising to £70bn in 2017. Implying 7.4% growth  
pa over the next 4 years 8
 Annual Report and Accounts 2013
STRATEGY
Our
and progress
Our mission is to develop the largest 
property franchise group in the UK. 
Growing our services, our network, 
and our client base.
The Group intends to grow its market share of the UK residential lettings 
market, and the estate agency market through a combination of organic 
growth driven by its franchisees, and an acquisition programme, driven  
by the Group.
The Board believes that 51% of private rented sector households are 
contained within territories occupied by Martin & Co franchisees.
The Group has identified another 203 territories with the right 
characteristics to deliver growth in line with its current territories.
The Group will continue to develop its supportive environment in  
which motivated individuals can secure their financial future using  
our franchise model.
Strategic priority Progress in 2014 KPI measure
Acquisitions
Buy competitors’ lettings portfolios in new and 
existing territories, all managed by existing 
franchisees. Create new offices.
• Identified key areas for acquisitions
• Discussions with sellers occurring weekly
• Heads of Terms signed with 2 sellers
• Number of new offices
• Number of acquisitions
• Managed property portfolio
Organic growth
Provide more intensive support to existing 
franchisee network.
• Team of 5 Regional Franchise Managers recruited
• Specialist consultants in lettings development engaged
• Managed property portfolio
• Portfolio attrition rate
• New tenancies created
Estate agency
Continue the development of its residential sales 
service to take advantage of a cyclical up-turn in 
UK house sales.
• Specialist sales consultants engaged to provide training 
in estate agency and business development
• H1 2014 training programme fully booked
• Number of offices providing  
estate agency service
• Sales completed
Our timeline
1986 1995 2003 2007 2008
• Founded by Richard 
Martin
• First franchise opened in 
Crieff, Perthshire
• Reached 50 franchised 
offices
• Reached 100 franchised 
offices
• First generated £10m of 
network fee income
• First business award 
– The Negotiator 
Franchisor of the Year
• First office to let 100 
properties in a month 
(Nottingham)
Franchise owners and Head Office staff at the 2014 Annual Conference 9
Annual Report and Accounts 2013
Oces advertising an 
estate agency service
2013 97
2012 72
85
Sales completed
2013 597
2012
72
72
Oces advertising an 
estate agency service
2013 97
2012 72
85
Sales completed
2013 597
2012
72
72
Managed properties
2009 2009 2010 2011 2012 2013
19,942
22,327
25,821
28,203
30,623
Tenancies created
2009 2009 2010 2011 2012 2013
22,772
23,695
24,833
25,834 25,984
Managed properties
2009 2009 2010 2011 2012 2013
19,942
22,327
25,821
28,203
30,623
Tenancies created
2009 2009 2010 2011 2012 2013
22,772
23,695
24,833
25,834 25,984
MEASURE
How we
ourselves
2009 2010 2011 2012 2013
• Awarded Best Large 
Lettings Chain (ESTAS)
• Reached 150 franchised 
offices
• First generated £20m of 
network fee income
• Surpassed 20,000 
properties under 
management
• First generated £30m of 
network fee income
• Launch of Estate Agency
• Awarded Best Large 
Lettings Chain (ESTAS)
• Surpassed 30,000 
properties under 
management
• IPO on AIM creating 
MartinCo plc
Our Key Performance Indicators (KPIs) highlight how we measure up 
against our primary profit drivers.
The portfolio of managed properties continues to increase as landlords 
appreciate the value of our full lettings service.
The number of new tenancies created has shown steady growth and the 
roll-out of our new Estate Agency service is starting to gain traction with 
sales completed rising rapidly. 10
 Annual Report and Accounts 2013
OPPORTUNITY
A franchise full of
Over 80% of new 
franchisees do not come 
from a property 
background, providing a 
wide pool for recruitment.
Sales case study – Southend-on-Sea
Martin & Co Southend-On-Sea launched as a lettings office in 2001. In 
2012, the office branched out into sales and in the last 12 months alone 
has listed 101 properties for sale, agreed sales on 31 properties and 
generated a sales income of £22,235. Offering sales has allowed 
franchise owner, Tony Lindberg, to offer a more comprehensive service 
to existing landlord clients, and also attract new clients who need 
assistance with the buying and selling process.
Tony, who previously had a retail background, said: “Offering sales 
provides me with more scope to expand and enhance my business.  
We have already built a solid lettings business and receive a profitable 
income from this, but sales provides a new stable way forward to 
improve the bottom line. Regardless of future market changes, as our 
business is underpinned by lettings we are confident that we will 
always remain successful even through leaner sales market periods.” Annual Report and Accounts 2013
11 12
 Annual Report and Accounts 2013
CHIEF EXECUTIVE’S
Ian Wilson.
Statement
“We made very significant 
progress in 2013 and there is a  
great deal of future potential  
to be realised.”
I am delighted to report on the significant 
progress made during 2013. In preparation 
for the Group’s listing on AIM we reviewed 
our strategy, focused on the completion of 
critical projects and finalised an appropriate 
management and Board structure.
Until 2012 the Martin & Co brand 
was concentrated exclusively on the 
residential lettings market. However:
• We identified a cyclical resurgence in the 
UK property sales market which could 
deprive the Group of a proportion of 
its managed property portfolio should 
landlords decide to sell. 
• We discovered that people do not always 
distinguish between “letting agent” and 
“estate agent” when searching for letting 
services on-line. 
• We commissioned a focus group 
of property investors who told us 
that in 70% of cases they would 
give the letting instruction to the 
agent who sold them a property.
We concluded that the Group should leverage 
its established brand name and offer an 
estate agency service. At the end of 2013, 97 
of our franchise offices were providing such 
a service and we will continue to roll the 
service out across the remaining offices. 
Acquisition strategy 
To date, the Group has developed almost 
entirely through organic growth. New 
franchisees typically raise finance at the start 
of their franchise and pay down this debt 
over the first 5-year term of their franchise. 
As a result, franchisees reaching years 4 
and 5 of their franchise might expect to be 
able to raise new finance for expansion.
However, raising expansion finance through 
retail banks has not proven easy for franchisees 
in recent years. As an alternative, the Group 
could purchase the rights to lettings portfolios 
and appoint its franchisees to manage 
these portfolios and share revenue. Organic 
growth has been adding 10,000 properties 
to the portfolio every 3 years. With the new 
strategy supplementing organic growth, the 
Group plans to accelerate it’s growth rate.
Owned offices 
Starting in late 2011 we created a small 
group of owned offices by buying back 
franchises. With the appointment of David 
Raggett, the Group’s Chief Financial Officer, 
in February 2013, a review of this strategy 
was undertaken and concluded with the 
decision to sell the owned offices.
By December 2013 4 out of the 5 owned 
offices had been returned to franchisee 
ownership. In the future, the Group will 
concentrate on its franchise model.
Management structure
The private rented sector continues to  
expand but the number of competitors has  
also increased. To assist our franchisees in  
this environment we decided to increase 
franchisee support and our team of  
field-based, experienced business development 
staff was expanded to 5 in late 2013.
Critical projects
2013 saw a substantial investment by the 
Group in its Digital/IT strategy. The Digital 
team increased by four staff and www.
martinco.com has been entirely re-coded 
by the in-house team to create a platform 
for future digital developments entirely 
under the Group’s direct control.
We added impetus to a project to convert all 
our offices to a cloud-based operating software. 
The strategic value of this project is the creation 
of a central contact database, and a platform to 
allow the complete integration of the Group’s 
operating systems over the next few years. The 
project began in 2012 and will complete in 2014.
Our future
The Group believes that the UK residential 
property market is fundamentally robust and 
offers long term growth opportunities for 
the Group. Latest available market research 
suggests that the number of letting instructions 
available to agents reduced by 9% in 2013, but 
the network grew its lettings revenue by 10.6% 
during 2013. The improving sales market may 
further erode the number of letting instructions 
but our Group now offers both letting and 
estate agency services which means the Group 
is well placed to generate strong revenue 
growth and to invest in business acquisitions 
to further enhance shareholder value.
Ian Wilson
Chief Executive Officer 13
Annual Report and Accounts 2013
FINANCIAL
David Raggett.
Review
“The Group’s successful flotation on  
18 December 2013 was both a 
significant milestone in its history and 
also key to the Group’s development.”
Revenue
Group revenue, including discontinued 
operations, for the financial year to 31 December 
2013 was £5.0m (2012:£4.3m), an increase of 
£0.7m (16%) over the prior year. This was driven 
by strong growth in Management Service Fees 
(royalties) of £0.4m (13%) over the prior year. 
Almost all of this increase was as a result of 
organic growth from the existing office network.
Management Service Fees represent the Group’s 
main source of income and accounted for 70%  
of revenue from continuing operations with the 
remainder being ancillary services to support  
MSF generation. 
In April 2013, following a review of the returns 
being made from owned offices in Worthing, 
Bournemouth, and Birmingham Kings Heath,  
it was decided to discontinue with this activity.  
At the time the Group had just purchased the 
Coventry office and was committed to buying  
the Portsmouth office. All bar Worthing had  
been sold to existing franchisees at the year-end. 
During the year these owned offices contributed 
£0.8m (2012: £0.6m) to revenue.
Operating profit before exceptional items
Operating profit, including discontinued 
operations, before tax and exceptional items  
was £1.8m for the year ended 31 December 2013, 
an increase of £0.4m (28%) over the prior year. 
Administration expenses, including discontinued 
operations, were £3.0m, an increase of £0.3m 
(12%) over the prior year. The costs of continuing 
activities contributed £0.2m of this increase 
through the employment of a CFO at the start of 
the year and the legal costs of enforcing the 
terms of the franchise agreement against a 
former franchisee in Scotland. The remainder of 
the cost increase, £0.1m, resulted from the 
purchase of two additional offices in 2013, 
Coventry and Portsmouth which form part of the 
discontinued operations.
Exceptional items 
The exceptional costs reported in the 
Consolidated Statement of Comprehensive 
Income are £743k and all relate to the placing  
and listing on AIM. These costs were fully stated 
in the Admission Document.
Taxation
The effective rate of corporation tax for the year 
was 39% (2012:24.5%) due to the exceptional 
costs not being allowable as a deduction from 
profits. The total tax change for 2013 is £411k 
(2012: £342k) of which £372k relates to continuing 
activities and £39k to discontinued activities.
Earnings per share
Earnings per share for the year was 3.5p  
(2012: 5.9p) due to the exceptional costs. The 
income attributable to the owners was £0.6m 
(2012: £1.1m).
Dividends
The Group intends to make its first interim 
dividend payment in September 2014, followed 
by a final payment for the year after the approval 
at the AGM in 2015. 
Cash flow
The net cash inflow from operating activities  
in 2013 was £1.3m (2012: £1.5m) before flotation 
costs of £743k as the Group continued to 
generate strong cash inflows. As a result of the 
sale of four owned offices, the Group generated 
net cash inflows from investing activities of  
£58k (2012: £478k outflow). The total consideration 
for the offices was £697k. However, the Group 
agreed to defer consideration on three of the office 
disposals so that £408k of deferred consideration 
existed at 31st December 2013. Since the year end 
Bournemouth has fully paid the £222k outstanding.
The cash inflow from the issue of new shares  
was £4m before associated costs of £170k and 
was the major contributor to cash inflows from 
financing activities of £3.6m.
Liquidity
The Group had cash balances of £4.8m at the 
31st December 2013 compared to £0.6m for the 
prior year.
Financial position
The Group is strongly cash generative which, 
combined with the funds raised through the issue 
of new shares at flotation and the funds yet to be 
received on the sale of owned offices, puts it in a 
strong position to fulfil the acquisition element of 
its strategic plan.
Basis of consolidation
The acquisition has been accounted for in 
accordance with the principles of merger 
accounting as set out in Financial Reporting 
Standard 6 – Acquisitions and Mergers. Further 
disclosure exists in note 3 to the Financial 
Statements.
IFRS
These consolidated financial statements are the 
first published consolidated financial statements 
of MartinCo PLC prepared in accordance with 
International Financial Reporting Standard as 
adopted by the European Union. Further 
disclosure exists in note 2 to the Financial 
Statements.
David Raggett
Chief Financial Officer
2013 2012
Continued
£m
Discontinued
£m
Total
£m
Continued
£m
Discontinued
£m
Total
£m
Revenue 4.2 0.8 5.0 3.7 0.6 4.3
Admin expenses 2.3 0.7 3.0 2.1 0.6 2.7
Operating profit* 1.6 0.2 1.8 1.4 – 1.4
Profit before tax* 1.6 0.2 1.8 1.4 – 1.4
* before exceptional costs 14
 Annual Report and Accounts 2013
MANAGE
How we
risk
“We regularly review, evaluate  
and prioritise risks to ensure that 
appropriate measures are in place  
to manage these effectively.”
Risk area Potential impact Mitigation
No guarantee of growth
There is no certainty that the Group will be 
successful in executing its strategy for growth.
Existing franchisees need to grow on average at 
10% or more to achieve our growth plan for 
lettings and manage that growth so as to continue 
to have profitable businesses. 
• Reduced operating profit from acquired 
portfolios
• Reduced growth in Management Service Fees
• Focus of senior management team on finding 
and completing acquisitions
• Recruitment of five Regional Franchise 
Managers to support and develop franchisees’ 
growth
• Experienced and long-serving management 
team with a track record of growth
Market conditions
Rents need to stay at current levels or rise, the 
stock of rentable properties needs to stay at 
current levels or rise, the average length of 
tenancies needs to stay at current levels or fall. 
The number of people wishing to rent needs to 
continue to rise and landlords to be willing to pay 
the current levels of commission to lettings agents.
• Franchisees income reduces leading to less 
income from Management Service Fees
• Franchisees income grows at slower rates 
thereby reducing the growth rate of 
Management Service Fees
• Monthly management data collected from 
franchisees assists us in predicting future 
trends and developing mitigating actions
• Market data obtained from third parties assists 
us in predicting future trends and developing 
mitigating actions
Competition for property portfolios
The group plans to expand by finding and buying 
portfolios in partnership with franchisees and in 
territories where no representation exists today or 
alternatively in larger existing territories. We are 
not the only franchisor in our sector pursuing this 
strategy and we also face competition from 
well-known estate agents. 
• We may not be able to secure acquisitions at 
the values that meet our criteria
• We pay more for acquisitions than we would 
have ideally intended to
• Our payback period increases
• Reduced operating profit from acquired 
portfolios
• Circa 14,500 letting agents, all with potential 
portfolios to buy, so there should be sufficient 
supply
• Small number of acquisitions planned for this 
financial year, therefore we can decline 
acquisitions that don’t meet our criteria
Ability to find, recruit and retain skilled franchisees
An inability of the Group to attract new franchisees 
with the necessary skills, expertise and resources to 
purchase resales of existing territories and “cold 
start” in new territories.
• Slower growth through inability to increase 
market representation
• Not achieving average 30% uplift in earnings 
seen in the first year of a resale
• Lower franchise resale fees
• Experienced franchise recruitment department
• Strong demand for resales
• A strong offering and one of the lowest rates of 
Management Service Fees amongst our 
competitors
Reputational risk to our brand
A strong brand is key to being successful in the 
sector as it is for many other sectors and central to 
that is the reputation of the Group and its 
franchisees. There are circa 14,500 lettings agents 
in the UK, with varying levels of service and 
compliance with legal requirements. 
• Failure by the franchisees to meet the 
expectations of landlords, and tenants or to fall 
short of the standards set by the Group may 
have a material impact on reputation
• Loss of landlords and inability to recruit new 
franchisees
• The Group strives to make sure that its 
franchisees achieve the service levels set down 
for them and remain compliant with the law by 
regular auditing and training
• The recruitment of five Regional Managers to 
monitor and enforce brand compliance
The Board considers that the risks detailed below represent the key risks to 
achieving the Group’s strategy and objectives. There could be additional 
risks and uncertainties which are not known to the Board and there are 
risks and uncertainties which are currently deemed to be less material, 
which may adversely impact on the achievement of the Group’s strategy 
and objectives. 15
Annual Report and Accounts 2013
RESPONSIBILITY
Corporate social
“The Board of Martin & Co is 
committed to the development  
of the business in a socially 
responsible way.”
People
The Group is committed to equal opportunities. 
Recruitment and promotion are undertaken 
on the basis of merit, regardless of gender, 
race, age, marital status, sexual orientation, 
religion, nationality, colour or disability. If 
an employee becomes disabled during the 
course of their employment, adjustments are 
made where possible to enable the employee 
to carry on working despite their disability.
Headquartered in Bournemouth, Dorset, 
the Group comprises 35 employees 
including 8 who are field based around the 
UK, and an executive team of 5 (including 
2 Board Directors). All of whom are 
dedicated to supporting our franchisees.
Conduct of business
The Group strives to conform to all relevant 
legislation and codes of practice and this 
is monitored regularly at Board level.
The Board understands that the Group’s 
conduct of its business can have social and 
environmental impacts and considers these 
impacts and what can be done to minimise 
any detriment in its decision making.
The Group is committed to social and 
environmental awareness throughout its 
operations, notwithstanding the relatively 
low environmental impact of the Group’s 
activities. The Group takes its obligation 
to its customers, employees, suppliers and 
the local community very seriously.
Anti-bribery policy
The Group adopts a zero tolerance towards bribery.
Communications
The Board recognises and places significant 
importance on the Group’s communications 
with its shareholders. The Group will publish 
an interim financial statement for its half-year 
results and a full report for its full-year results. 
All reports will be mailed to shareholders and 
are accessible via the Company’s website at 
www.martinco.com/investor-relations.
Franchising Franchise Support
• Recruit new franchisees to join the Martin & Co brand as a cold start  
or purchase an existing business
• Manage franchise recruitment cycle-new franchises, estate agency 
re-brand and business acquisitions
• Organise contracts and coordinate funding
• Manage the franchise renewal process
• Support, motivate, and inspire franchise owners to increase performance, 
income and market share. Rectify any areas of concern
• Assist franchise owners to take on additional franchise territories and open 
second shops
• Managing the launch of new franchises
• Champion new techniques launched by Martin & Co
Training Recruitment
• Create, plan and deliver training to the Martin & Co network. Including:
 – Business systems, classroom training for new franchises owners, 
negotiator and business generation, management courses and legal
 – Deliver comprehensive training to the network
• Recruitment and talent acquisition for Martin & Co franchise offices and 
the Group
• Supporting and advising the Franchise Owners through the recruitment  
life cycle
• Ensure the highest calibre individuals are recruited
Digital Support Desk/IT
• Build and maintain the Martin & Co website and associated websites 
including franchise
• Digital strategy and marketing
• Customer database management
• Developing campaigns to drive new enquiries
• Social media
• Copywriting and content creation
• Application and systems integration
• Data feed management
• Manage the rollout of Jupix across the Martin & Co network and support 
post implementation
• Implement Brief Your Market (BYM) throughout the business and ensure 
the system is maximised
• Manage incoming queries relating to business systems including the 
website, admin site, emails, BYM and Jupix
• Creation of email address and management of emails for the network
• Support of internal IT issues
Brand Standards Finance
• Audit and compliance
• Protecting the Martin & Co brand name
• Ensure all offices are registered and maintain professional memberships
• Maintain the standard letter templates
• Provide general technical telephone support to franchise owners
• Manage the finances for the Group
• Budgeting, forecasting, treasury and management accounting
• Day to day accounting, tax, financial reporting and credit control
• Facilities
The below table demonstrates the departments and duties conducted by staff at head office: 16
 Annual Report and Accounts 2013
DIRECTORS
Board of
3. 
1. 
2. 
4.  17
Annual Report and Accounts 2013
1. Richard Martin 
Chairman
After leaving Bristol Technical School, Richard 
became an apprenticed sterotyper for the 
Bristol Evening Post in 1967. In 1975 he moved 
to The Western Gazette, another newspaper 
in the same group based in Yeovil. Ahead of 
the introduction of computerisation into the 
industry, Richard moved into the commercial 
side and in 1981, became trained in advertising 
design and sales. After a few years he gained 
promotion to Advertising Manager for the 
Group’s free press titles distributed throughout 
Somerset, Dorset, Devon and Wiltshire.
Following the profitable sale of a retail 
business in early 1986, which Richard set 
up and was managed by his wife Kathy, he 
left the newspaper business to pursue his 
interest in property and forge a career in 
estate agency. Richard founded Martin & 
Co in 1986 in Yeovil. In 1995, Martin & Co 
became a franchise operation and the brand 
has grown from strength to strength since.
2. Ian Wilson
Chief Executive Officer
Ian has worked in the property industry 
for 30 years. After graduating from Bristol 
Polytechnic with a Degree in Housing, Ian’s 
first job was to manage one of the UK’s most 
deprived housing estates in the north east of 
England. When the Conservative Government 
introduced the Housing Act 1988 which set 
the legal framework for a resurgence of the 
private rented sector, Ian was working as a 
Fair Rent Officer and shortly after applied to 
Halifax Property Services in Newcastle-upon-
Tyne to become its first Area Lettings Manager. 
Ian moved to General Accident Property 
Services as a Regional Lettings Manager and 
subsequently was promoted to National 
Lettings Manager. Ian moved to Connells as 
its first Lettings Director and in the course of 
business met Richard Martin, who invited Ian 
to join Martin & Co as Managing Director.
3. David Raggett 
Chief Financial Officer
David holds a Degree in Economics and 
Accounting from Reading University where 
he was under the tutorship of Professor 
Christopher Nobes. Since qualifying with PWC 
as a Chartered Accountant he has spent his 
whole working life in franchising as franchisor 
and franchisee. Initially David held financial 
responsibility for several Ford franchises 
before, in the mid 90s, moving to Porsche’s 
UK headquarters. Here he held financial 
responsibility for its distribution, retail and 
financial services businesses at various times, 
as well as being their Company Secretary 
and, for several years, Head of Legal. In 2007 
David took up the role of Finance Director 
for the Motability Scooter and Powered 
Wheelchair Scheme to restore its financial 
stability, to improve its offering and to expand 
its customer base. After successfully turning 
the Scheme around and leading it into new 
ownership, David took some time out before 
deciding to venture back into franchising. 
David joined the Group in February 2013.
4. Paul Latham 
Non-Executive Director
Paul Latham is a Chartered Surveyor and sits 
on the Residential Board for Royal Institution 
of Chartered Surveyors of which he was Chair 
until 2011. Paul served as Deputy Group CEO of 
LSL Property Services plc until 2010 having been 
part of the management buyout in 2004, which 
ultimately saw the business successfully list on 
the London Stock Exchange in 2006. During 
this period Paul was managing director of a 
number of the LSL group’s subsidiary businesses 
including e.surv Chartered Surveyors and also 
sat on a number of external Company boards 
and trade bodies. Subsequently Paul served as 
a Non-Executive Director of LSL until 2012. 18
 Annual Report and Accounts 2013
Corporate governance statement
Compliance
The Directors recognise the importance of sound corporate 
governance and intend to comply with the Corporate Governance 
Guidelines, to the extent appropriate for a Company of its nature 
and size.
The Corporate Governance Guidelines were devised by the Quoted 
Companies Alliance (“QCA”), in consultation with a number of significant 
institutional small company investors, as an alternative corporate 
governance code applicable to AIM companies. An alternative code was 
proposed because the QCA considers the UK Corporate Governance Code 
to be inappropriate for many AIM companies.
The Corporate Governance Guidelines state that, “The purpose of good 
corporate governance is to ensure that the Company is managed in an 
efficient, effective and entrepreneurial manner for the benefit of all 
shareholders over the longer term.”
The Board of Directors will meet at least 9 times a year to review the 
Group’s strategy and oversee the Group’s progress towards its goals.  
The Board has established audit and remuneration committees.
The Board
The Board comprises the Chairman, 1 independent Non-Executive 
Director and 2 Executive Directors who are the Chief Executive Officer  
and the Chief Financial Officer of the Company. The CFO is also the 
Company Secretary.
The Board is responsible for the overall performance of the Group, which 
includes the broad strategic direction, development and control of the 
Group. The policies and strategies of the Group are formulated by the 
Board and the detailed considerations about the day-to-day operations 
are delegated to an executive team under the leadership of the Chief 
Executive Officer.
The Board regularly monitors the implementation of strategy and policy 
decisions to ensure that the operation of the Group is at all times in line 
with the Group’s objectives.
The Board has regular contact with its advisors to keep up to date on 
corporate governance matters. The Company Secretary ensures that 
Board procedures are followed and that applicable rules and regulations 
are complied with. The Group purchases appropriate insurance cover in 
respect of legal action against its Directors.
The Chairman’s main function is to manage the Board so that the Group  
is run in the best interests of its stakeholders. It is also the Chairman’s 
responsibility to ensure the Board’s integrity and effectiveness.
Non-Executive Directors/Board independence
The Company is fortunate in having the services of a Non-Executive 
Director, Paul Latham, and is actively searching for a second Non-Executive 
Director. The Group appreciates the important contribution to its strategic 
development that Non-Executives can make.
Board Committees
The Board has delegated specific responsibilities to the Audit and 
Remuneration Committees. The Board considers that all the members  
of each committee have the appropriate experience. All Board 
Committees have their own terms of reference.
Remuneration Committee
The Remuneration Committee is chaired by Paul Latham and its other 
member is Ian Wilson. It will meet at least twice a year and is responsible 
for advising on the remuneration policy for Directors only.
The Remuneration Committee has responsibility for determining, within 
agreed terms of reference, the Group’s policy on the remuneration of 
senior executives and specific remuneration packages for Executive 
Directors including pension payments and compensation rights. It is also 
responsible for making recommendations for grants of options under the 
Share Option Plan.
The remuneration of Non-Executive Directors is a matter for the Board. 
No Director may be involved in any discussions as to their own 
remuneration.
Details of the level and composition of the Directors’ remuneration are 
disclosed in the Directors’ Remuneration Report on pages 21 to 22.
Audit Committee
The Audit Committee is chaired by Paul Latham and its other member is 
David Raggett. It will meet at least twice a year and will be responsible  
for ensuring that the financial performance of the Company is properly 
reported on and monitored, including reviews of the annual and interim 
accounts, results announcements, internal control systems and 
procedures and accounting policies.
The Audit Committee has the primary responsibility for making a 
recommendation to the Board on the appointment, re-appointment and 
removal of the external auditor. In making the recommendation on the 
re-appointment of the external auditor, they will assess cost effectiveness, 
independence and objectivity of the external auditor. The Board will 
include a resolution in the next AGM proposing the re-appointment of the 
external auditor and authorising the Board to determine the audit fee.
The Board meets regularly with the external auditor for the purpose of 
discussing matters relating to the financial reporting and internal controls 
of the Group. The external auditor also assists the Board in ensuring that 
appropriate accounting policies, internal controls and compliance 
procedures are in place.
Internal Control
The Board acknowledges that it is responsible for the Group’s system 
of internal control and for reviewing its effectiveness. Such a system is 
designed to manage rather than eliminate the risk of failure to achieve 
business objectives and can only provide reasonable and not absolute 
assurance against material misstatement or loss.
The Board has established clear operating procedures and responsibility 
structures. These procedures include:
• Monthly financial reporting against budget and the prior year;
• Day-to-day financial control of operations;
• Annual budgeting and quarterly forecasting;
• The monitoring and assessment of risk;
• Performance monitoring and the taking of remedial action; and
• Planning, reviewing, approving and monitoring major projects.
Relations with shareholders
The Group is committed to maintaining good communications with 
shareholders and the Martinco.com website provides up-to-date 
information on the Group.
The AGM is an important opportunity to meet and communicate with its 
investors and for them to raise with the Board any issues or concerns they 
may have and the Group dispatches the Notice of AGM at least 21 days 
before the meeting. Registered shareholders have direct access to the 
Group and receive a copy of the Annual Report, which contains the full 
financial statements of the Group. 19
Annual Report and Accounts 2013
Directors’ report
The Directors present their Annual Report and audited financial 
statements for the financial year ended 31 December 2013.
Principal activities
The principal activity of the Group during the year was the sale of 
franchises and the support of franchisees in supplying residential letting, 
sales and property management services within the UK.
Results for the financial year and business review
The Group achieved a profit before tax and exceptional costs from 
continuing operations of £1.6m in the financial year as compared to  
£1.4m for the prior year. The results are shown in the Group Statement  
of Comprehensive Income on page 24. A full review of the Group’s 
business is included in the Strategic Report on pages 5 to 15.
The Group’s objectives and policies with regards to financial risk 
management are set out in note 26 to the Consolidated Financial 
Statements.
In April 2013 following a review of the returns being made from owned 
offices in Worthing, Bournemouth, and Birmingham Kings Heath it  
was decided to discontinue with this activity. At the time the Group  
had just purchased the Coventry office and was committed to buying the 
Portsmouth office. All bar Worthing had been sold to existing franchisees 
at the year end. These have been classified as discontinued operations in 
the Consolidated Financial Statements and the comparative figures have 
been restated in accordance with IFRS 5.
The exceptional costs for the year relate entirely to the flotation and 
amounted to £0.7m (2012: nil). 
The profit before tax for the year was £0.9m (2012: £1.4m).
Share for share exchange
MartinCo PLC (the “Company”) was incorporated on 7 October 2013.  
On the 10 December 2013 a share for share exchange acquisition took 
place with Martin & Co (UK) Limited; 17,990,000 ordinary shares in 
MartinCo PLC were exchanged for 100% of the issued share capital in 
Martin & Co (UK) Limited.
This transaction did not meet the definition of a business combination, 
and therefore falls outside the scope of IFRS 3 and the acquisition method 
has not been applied. As IFRS does not provide specific guidance in 
relation to group reorganisations it defers to the next appropriate GAAP 
being UK GAAP. The Group has been accounted for in accordance with the 
principles of merger accounting as set out in Financial Reporting Standard 
6 – Acquisitions and Mergers. 
As a result, the two companies are presented combined, and as though 
they had always been part of the same Group. As IFRS 3 has not been 
applied, the assets and liabilities on combination of the entities were 
recognised at cost and not at fair value. No goodwill has been recognised 
on the transaction and any differences arising on consolidation were 
recognised in other reserves. 
Future developments
The future developments of the Group are included in the Strategic Report 
on pages 5 to 15.
Dividends
The subsidiary Martin & Co (UK) Limited declared and paid dividends 
during the year of £253k (2012: £661k).
The Group intends to make its maiden interim dividend payment in 
September 2014 followed by a final payment after the approval at the 
AGM in 2015.
Directors
The Directors shown below have held office during the period:
R W Martin (appointed 7 October 2013)
I Wilson (appointed 7 October 2013)
D A Raggett (appointed 7 October 2013)
P M Latham (appointed 17 December 2013)
The Directors’ remuneration and the Directors’ interests in the Group  
are disclosed in the Directors’ Remuneration Report.
The Group maintains Directors and Officers liability insurance, which  
gives appropriate cover against any legal action that may be brought.
IFRS transition
The date of transition for the Group to IFRS is 1 January 2012. The Group 
applied IFRS 1 First-time Adoption of International Financial Reporting 
Standards (IFRS) in preparing these first IFRS financial statements. The 
effects of the transition to IFRS on equity, total comprehensive income and 
reported cash flows for the Group are explained in the accounting policies.
Going concern
The Group and Company’s Financial Statements have been prepared on  
a going concern basis. The requirements of listing on AIM included the 
production of a Working Capital Board Memorandum which in turn 
required detailed budgets and cash flow forecasts to be produced. The 
Directors have concluded after recently reviewing these budgets and 
forecasts and making appropriate enquiries of the business that the Group 
has adequate resources to continue in operational existence, and execute 
its plan for acquisition growth, for the foreseeable future.
The flotation of the Company in December of this financial year generated 
some £3.1m of funds which are available to the Group for development 
and expansion of operations.
For these reasons, the Directors continue to adopt the going concern basis 
in preparing the Financial Statements.
Auditor
Baker Tilly UK Audit LLP were appointed as auditors in the year.
Baker Tilly UK Audit LLP has expressed their willingness to continue in 
office. In accordance with section 489 of the Companies Act 2006, a 
resolution to reappoint Baker Tilly UK Audit LLP will be proposed at the 
Annual General Meeting.
The Directors confirm that:
• So far as each Director is aware, there is no relevant audit information 
of which the Group and Company’s auditor is unaware, and;
• The Directors have taken all the steps that they ought to have taken  
as Directors in order to make themselves aware of any relevant audit 
information and to establish that the auditors are aware of 
that information. 20
 Annual Report and Accounts 2013
Directors’ report continued
Statement of Directors’ Responsibilities
The directors are responsible for preparing the Strategic Report and the 
Directors’ Report and the financial statements in accordance with 
applicable law and regulations.
Company law requires the directors to prepare group and company 
financial statements for each financial year. The directors are required by 
the AIM Rules of the London Stock Exchange to prepare group financial 
statements in accordance with International Financial Reporting Standards 
(“IFRS”) as adopted by the European Union (“EU”) and have elected under 
company law to prepare the company financial statements in accordance 
with IFRS as adopted by the EU.
The financial statements are required by law and IFRS adopted by the EU 
to present fairly the financial position of the group and the company and 
the financial performance of the group. The Companies Act 2006 provides 
in relation to such financial statements that references in the relevant part 
of that Act to financial statements giving a true and fair view are 
references to their achieving a fair presentation.
Under company law the directors must not approve the financial 
statements unless they are satisfied that they give a true and fair view of 
the state of affairs of the group and the company and of the profit or loss 
of the group for that period.
In preparing the group and company financial statements, the directors 
are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and 
prudent;
c. state whether they have been prepared in accordance with IFRSs 
adopted by the EU;
d. prepare the financial statements on the going concern basis unless  
it is inappropriate to presume that the group and the company will 
continue in business.
The directors are responsible for keeping adequate accounting records  
that are sufficient to show and explain the group’s and the company’s 
transactions and disclose with reasonable accuracy at any time the 
financial position of the group and the company and enable them to 
ensure that the financial statements comply with the Companies Act 
2006. They are also responsible for safeguarding the assets of the group 
and the company and hence for taking reasonable steps for the prevention 
and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the 
corporate and financial information included on the Company’s website. 
Legislation in the United Kingdom governing the preparation and 
dissemination of financial statements may differ from legislation in  
other jurisdictions.
By Order of the Board
David Raggett
Chief Financial Officer
31 March 2014 21
Annual Report and Accounts 2013
Directors’ remuneration report
Remuneration Committee
The remuneration of each Director is determined by the Remuneration 
Committee. It is chaired by Paul Latham and its other member is 
Ian Wilson.
Policy on remuneration of Directors
The Remuneration Committee has responsibility for determining, within 
agreed terms of reference, the Group’s policy on the remuneration of 
senior executives and specific remuneration packages for Executive 
Directors including pension payments and compensation rights. It is also 
responsible for making recommendations for grants of options under the 
Share Option Plan.
The remuneration of Non-Executive Directors is a matter for the Board.  
It consists of fees for their services in connection with Board and 
Committee meetings. No Director may be involved in any discussions  
as to their own remuneration.
The Remuneration Committee aims to ensure that the remuneration 
packages offered are competitive and designed to attract, retain and 
motivate Directors of the right calibre.
The main remuneration components are:
Basic salary or fees
Basic salary or fees for each Director are determined by the Remuneration 
Committee, taking into account the performance of the individual and 
information from independent sources on the rates of salary for similar 
posts. The salaries and fees paid to Directors by the Group were £191k 
(2012: £128k).
Annual bonus
The Company did not have a formal bonus scheme in place for the 
financial year on which it is reporting until 18 December 2013.  
Bonuses were paid to the Directors by the Group of £112k (2012: £75k).
Pension
There were no contributions made to Directors’ pensions in the year 
(2012: £nil).
Share options
Options over 1,566,000 shares of the Company were granted to Directors 
on 10 December 2013 (2012: nil). See note 29 of the Financial Statements 
for further details.
Company policy on contracts of service
The Executive Directors of the Company do not have a notice period  
in excess of 12 months under the terms of their service contracts.  
Their service contract contains no provisions for pre-determined 
compensation on termination, which exceeds 12 months salary and 
benefits in kind. Non-Executive Directors do not have service contracts 
with the Company, but have letters of appointment which can be 
terminated on 3 months’ notice.
Termination date
Richard Martin  3 months’ notice
Ian Wilson  12 months’ notice
David Raggett  12 months’ notice
Paul Latham  3 months’ notice
Company policy on external appointments
The Company recognises that its Directors are likely to be invited to 
become non-executive directors of other companies and that exposure  
to such non-executive duties can broaden their experience and knowledge, 
which will benefit the Group. Executive and Non-Executive Directors are 
therefore, subject to approval of the Company’s Board, allowed to accept 
non-executive appointments, as long as these are not with competing 
companies and are not likely to lead to conflicts of interest. Executive and 
Non-Executive Directors are allowed to retain the fees paid.
Taxable benefits
The Directors are not entitled to taxable benefits such as a company car, 
car allowance or private medical insurance. 22
 Annual Report and Accounts 2013
Directors’ remuneration report continued
Directors’ emoluments
The figures below represent emoluments earned by Directors from the Group during the financial year and relate to the period of each Director’s 
membership of the Company’s and Subsidiary’s Boards.
Salary
& fees
£’000
Bonus
£’000
Total
2013
£’000
Total
2012
£’000
Executive Directors:
Richard Martin 9 – 9 8
Ian Wilson 120 81 201 195
David Raggett 60 31 91 –
189 112 301 203
Non-Executive Directors:
Paul Latham 2 – 2 –
2 – 2 –
Total Remuneration 191 112 303 203
Appointment
The Directors of the Company were appointed as follows: 
R W Martin (appointed 7 October 2013)
I Wilson (appointed 7 October 2013)
D A Raggett (appointed 7 October 2013)
P M Latham (appointed 17 December 2013)
Richard Martin and Ian Wilson were Directors of the Subsidiary during the whole of the year and David Raggett since 14 March 2013.
Directors’ interests
The interests of the Directors in the shares of the Company were as follows:
MartinCo PLC ordinary 1p shares.
31 December 2013 Shares Options
Directors:
Richard Martin 8,460,000 –
Ian Wilson 650,000 979,200
David Raggett 20,000 392,400
Paul Latham 25,000 –
By order of the Board
Paul Latham
Non-Executive Director
31 March 2014 23
Annual Report and Accounts 2013
Report of the independent auditors
to the members of MartinCo PLC
We have audited the group and parent company financial statements 
(“the financial statements”) on pages 24 to 48. The financial reporting 
framework that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by the 
European Union and, as regards the parent company financial statements, 
as applied in accordance with the provisions of the Companies Act 2006. 
This report is made solely to the company’s members, as a body, in 
accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the 
company’s members those matters we are required to state to them  
in an auditor’s report and for no other purpose. To the fullest extent 
permitted by law, we do not accept or assume responsibility to anyone 
other than the company and the company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As more fully explained in the Directors’ Responsibilities Statement set 
out on page 20, the directors are responsible for the preparation of  
the financial statements and for being satisfied that they give a true  
and fair view. Our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and International 
Standards on Auditing (UK and Ireland). Those standards require us to 
comply with the Auditing Practices Board’s (APB’s) Ethical Standards  
for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided 
on the Financial Reporting Council’s website at:
http://www.frc.org.uk/Our-Work/Codes-Standards/Audit-and-assurance/
Standards-and-guidance/Standards-and-guidance-for-auditors/Scope-of-
audit/UK-Private-Sector-Entity-(issued-1-December-2010).aspx
Opinion on financial statements
In our opinion: 
• the financial statements give a true and fair view of the state of the 
group’s and the parent’s affairs as at 31 December 2013 and of the 
group’s profit for the year then ended;
• the group financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union
• the parent financial statements have been properly prepared in 
accordance with IFRSs as adopted by the European Union and as 
applied in accordance with the Companies Act 2006; and
• the financial statements have been prepared in accordance with  
the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the 
Directors’ Report for the financial year for which the financial statements 
are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the 
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent 
company, or returns adequate for our audit have not been received 
from branches not visited by us; or
• the parent company financial statements are not in agreement with 
the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not 
made; or
• we have not received all the information and explanations we require 
for our audit. 
David Clark 
Senior Statutory Auditor
For and on behalf of Baker Tilly UK Audit LLP, Statutory Auditor 
Chartered Accountants
25 Farringdon Street
London, EC4A 4AB
31 March 2014 24
 Annual Report and Accounts 2013
Consolidated statement of comprehensive income
for the year ended 31 December 2013
Notes
2013 
£
2012 
£  
Restated
CONTINUING OPERATIONS
Revenue 7 4,144,318 3,709,443
Cost of sales (201,031) (222,279)
GROSS PROFIT 3,943,287 3,487,164
Administrative expenses 8, 9 (2,328,066) (2,084,686)
OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS 1,615,221 1,402,478
Exceptional items 10 (742,517) –
OPERATING PROFIT 872,704 1,402,478
Finance income 11,476 228
PROFIT BEFORE INCOME TAX 884,180 1,402,706
Income tax 12 (372,183) (343,265)
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR FROM CONTINUING OPERATIONS 511,997 1,059,441
DISCONTINUED OPERATIONS
Profit/(Loss) and total comprehensive income for the year from discontinued operations 28 126,820 (5,073)
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO OWNERS 638,817 1,054,368
Earnings per share - Continuing 13 2.8p 5.9p
Earnings per share - Discontinued 13 0.7p 0.0p
Total Earnings per share 13 3.5p 5.9p
Diluted Earnings per share - Continuing 13 2.7p 5.9p
Diluted Earnings per share - Discontinued 13 0.6p 0.0p
Total Diluted Earnings per share 13 3.3p 5.9p 25
Annual Report and Accounts 2013
Consolidated statement of financial position
31 December 2013
Notes
2013
£
2012
£
2011
£
ASSETS
NON-CURRENT ASSETS
Intangible assets 16 75,000 596,981 308,423
Property, plant and equipment 17 84,486 123,775 50,502
Deferred tax asset 25 34,654 – –
194,140 720,756 358,925
CURRENT ASSETS
Trade and other receivables 19 865,569 473,951 400,494
Cash and cash equivalents 4,817,520 638,789 303,282
5,683,089 1,112,740 703,776
Assets of a disposal group classified as held for sale 28 215,529 – –
5,898,218 1,112,740 703,776
TOTAL ASSETS 6,092,358 1,833,496 1,062,701
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 20 220,000 179,900 179,900
Share premium 21 3,790,000 – –
Other reserves 22 (138,926) (179,800) (179,800)
Retained earnings 1,104,127 717,810 323,943
TOTAL EQUITY ATTRIBUTABLE TO THE OWNERS 4,975,201 717,910 324,043
LIABILITIES
NON-CURRENT LIABILITIES
Deferred tax 25 – 10,760 11,265
– 10,760 11,265
CURRENT LIABILITIES
Trade and other payables 23 653,270 762,702 385,706
Tax payable 415,779 342,124 341,687
1,069,049 1,104,826 727,393
Liabilities of disposal group classified as held for sale 28 48,108 – –
TOTAL LIABILITIES 1,117,157 1,104,826 727,393
TOTAL EQUITY AND LIABILITIES 6,092,358 1,833,496 1,062,701
The financial statements were approved and authorised for issue by the Board of Directors on 31 March 2014 and were signed on its behalf by:
David Raggett
Chief Financial Officer 26
 Annual Report and Accounts 2013
Company statement of financial position
31 December 2013
(Company No: 08721920)
Notes
2013
£
ASSETS
NON-CURRENT ASSETS
Investments 18 17,990,000
Deferred tax asset 25 40,874
18,030,874
CURRENT ASSETS
Trade and other receivables 19 25,267
Cash and cash equivalents 3,349,676
3,374,943
TOTAL ASSETS 21,405,817
EQUITY
SHAREHOLDERS’ EQUITY
Called up share capital 20 220,000
Share premium 21 3,790,000
Other reserves 22 17,850,974
Retained earnings (750,576)
TOTAL EQUITY 21,110,398
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 23 295,419
TOTAL LIABILITIES 295,419
TOTAL EQUITY AND LIABILITIES 21,405,817
The financial statements were approved and authorised for issue by the Board of Directors on 31 March 2014 and were signed on its behalf by:
David Raggett
Chief Financial Officer 27
Annual Report and Accounts 2013
Consolidated statement of changes in equity
for the year ended 31 December 2013
Called up share
capital
£
Retained
earnings
£
Share
premium
£
Other
reserves
£
Total
equity
£
Balance at 31 December 2011 179,900 323,942 – (179,800) 324,042
Profit and total comprehensive income – 1,054,368 – – 1,054,368
Dividends – Total transactions with owners – (660,500) – – (660,500)
Balance at 31 December 2012 179,900 717,810 – (179,800) 717,910
Profit and total comprehensive income – 638,817 – – 638,817
Issue of share capital
7 October 2013 100 – – – 100
17 December 2013 40,000 – 3,960,000 – 4,000,000
Share issue costs – – (170,000) – (170,000)
Dividends – (252,500) – – (252,500)
Deferred tax on share based payments – – – 40,874 40,874
Total transactions with owners 40,100 (252,500) 3,790,000 40,874 3,618,474
Balance at 31 December 2013 220,000 1,104,127 3,790,000 (138,926) 4,975,201 28
 Annual Report and Accounts 2013
Company statement of changes in equity
for the period 7 October 2013 to 31 December 2013
Called up share
capital
£
Retained
earnings
£
Share
premium
£
Other
reserves
£
Total
equity
£
Balance at 7 October 2013
Profit and total comprehensive income – (750,576) – – (750,576)
Issue of share capital
7 October 2013 100 – – – 100
10 December 2013 179,900 – – 17,810,100 17,990,000
17 December 2013 40,000 – 3,960,000 – 4,000,000
Cost of share issue – – (170,000) – (170,000)
Deferred tax on share based payments – – – 40,874 40,874
Total transactions with owners 220,000 – 3,790,000 17,850,974 21,860,974
Balance as at 31 December 2013 220,000 (750,576) 3,790,000 17,850,974 21,110,398 29
Annual Report and Accounts 2013
Consolidated statement of cash flows
for the year ended 31 December 2013
Notes
2013
£
2012
£
Cash flows from operating activities
Cash generated from operations 1 885,657 1,818,984
Tax paid (341,486) (341,687)
Net cash from operating activities 544,171 1,477,297
Cash flows from investing activities
Purchase of intangible assets (222,475) (383,205)
Proceeds from sale of intangible assets 258,956 –
Proceeds from sale of tangible assets 50,160 –
Purchase of tangible fixed assets (39,669) (94,995)
Interest received 11,497 –
Net cash generated from/(used in) investing activities 58,469 (478,200)
Cash flows from financing activities
Share issue 3,830,100 –
Net cash outflow on Directors Loans (1,509) (3,090)
Equity dividends paid (252,500) (660,500)
Net cash generated from/(used in) financing activities 3,576,091 (663,590)
Increase in cash and cash equivalents 4,178,731 335,507
Cash and cash equivalents at beginning of year 638,789 303,282
Cash and cash equivalents at end of year 4,817,520 638,789 30
 Annual Report and Accounts 2013
Notes to the consolidated statement of cash flows
for the year ended 31 December 2013
1. Reconciliation of profit before income tax to cash generated from operations
2013
£
2012
£
Cash flows from operating activities
Profit before income tax 1,049,417 1,395,759
Depreciation and amortisation charges (98,565) 115,370
Finance income (11,497) –
Operating cash flow before changes in working capital 939,355 1,511,129
Decrease/(Increase) in trade and other receivables 6,117 (73,229)
(Decrease)/Increase in trade and other payables (59,815) 381,084
Cash generated from operations 885,657 1,818,984
2013
£
2012
£
Continuing operations
Profit before tax 884,180 1,402,706
Adjustments for:
Depreciation of property, plant and equipment 15,890 21,721
Profit on disposal of property, plant and equipment (10,210) –
Amortisation 32,577 93,647
Finance income (11,497) (228)
Changes in working capital
Decrease/(increase) in trade and other receivables (58,004) (39,651)
(Decrease)/increase in trade and other payables 55,334 263,392
Cash inflow from continuing operations 908,270 1,741,587
Discontinued operations
Profit before tax 165,237 (6,719)
Adjustments for: 
Profit on disposal of intangible assets (136,822) –
Changes in working capital: 
Decrease/(increase) in trade and other receivables 64,121 (33,577)
(Decrease)/increase in trade and other payables (115,149) 117,693
Cash (outflow)/inflow from discontinued operations (22,613) 77,397
Cash generated from operations 885,657 1,818,984 31
Annual Report and Accounts 2013
Company Statement of cash flows
for the period 7 October 2013 to 31 December 2013
Notes £
Cash flows from operating activities
Cash generated from operations 1 (480,424)
Net cash from operating activities (480,424)
Cash flows from financing activities
Share issue 3,830,100
Net cash from financing activities 3,830,100
Increase in cash and cash equivalents 3,349,676
Cash and cash equivalents at beginning of period –
Cash and cash equivalents at end of period 3,349,676
Notes to the Company statement of cash flows
for the period 7 October 2013 to 31 December 2013
1. Reconciliation of loss before income tax to cash generated from operations
£
Loss before income tax (750,576)
Increase in trade and other receivables (25,267)
Increase in trade and other payables 295,419
Cash generated from operations (480,424)
2. Non cash flow transactions
During the year MartinCo PLC acquired 100% of Martin & Co (UK) Limited in a non-cash transaction by issuing ordinary shares. 32
 Annual Report and Accounts 2013
Notes to the consolidated financial statements
for the year ended 31 December 2013
1. General information
The principal activity of MartinCo PLC and its subsidiary is that of a UK residential property franchise business. The Group operates in the UK.  
The Company is a public limited company incorporated and domiciled in the UK. The address of its head office and registered office is 2 St Stephen’s 
Court, St Stephen’s Road, Bournemouth, Dorset, UK.
2. Basis of preparation
These consolidated financial statements are the first published consolidated financial statements of MartinCo PLC prepared in accordance with 
International Financial Reporting Standards as adopted by the European Union (“IFRS”). As disclosed under ‘Basis of Consolidation’, the financial 
statements are presented as if Martin & Co (UK) Limited has been owned by the Company throughout the current and preceding periods. Martin & Co 
(UK) Limited previously prepared its financial statements in accordance with UK GAAP. Comparative figures have been restated to reflect the 
adjustments made.
The only difference arising on transition to IFRS was the recognition and measurement of goodwill. Under UK GAAP, goodwill is amortised over its useful 
economic life.
Additionally, certain intangible assets subsumed in goodwill under UK GAAP are recognised separately under IFRS. The company has elected not to apply 
IFRS 3 ‘Business Combinations’ retrospectively to business combinations that arose before 1 January 2012 (the date of transition to IFRS). Goodwill 
arising on business combinations before the date of transition to IFRS has therefore, been recognised at its net book value as previously reported under 
UK GAAP at the date of transition and has not been restated for any separable intangible assets, other than those that would fall to be recognised in 
separate entity financial statements.
IFRS does not permit amortisation of goodwill and requires goodwill to be reviewed at least annually for impairment. 
31 December
2012
£
1 January
2012
£
Total equity under UK GAAP 672,910 282,791
Goodwill adjustment 45,000 41,251
Total equity under IFRS 717,910 324,042
31 December
2012
£
Profit and total comprehensive income under UK GAAP 1,050,619
Goodwill adjustment 3,749
Total equity under IFRS 1,054,368
 
There has been no movement on reported cash flows
Going Concern
Having considered uncertainties under the current economic environment, and after making enquiries, the Directors have a reasonable expectation that 
the Group has adequate resources to continue in operation for the foreseeable future. Accordingly, they have adopted the going concern basis in 
preparing the Financial Statements.
New standards, amendments and interpretations issued but not effective
The following standards and interpretations, that may be relevant to the Group operations that have not been applied in the Financial Statements,  
were in issue:
• IFRS 9 ‘Financial Instruments’ (effective for annual periods beginning on or after 1 January 2015, not yet endorsed).
• IFRS 10 ‘Consolidated Financial Statements’ (effective for annual periods beginning on or after 1 January 2014)
• IFRS 11 ‘Joint arrangements’ (effective for annual periods beginning on or after 1 January 2014)
• IFRS 12 ‘Disclosure of interests in other entities’ (effective for annual periods beginning on or after 1 January 2014)
• IFRS 13 ‘Fair Value Measurement’ (effective for annual periods beginning on or after 1 January 2013)
• IAS 19 (revised) Employee Benefits – (effective for annual periods beginning on or after 1 January 2013). Endorsed June 2012
• IAS 32 Financial Instruments – Presentation – Amendment; Offsetting Financial Assets and Financial Liabilities (effective for annual periods beginning 
on or after 1 January 2014)
The Directors anticipate that the early adoption of these standards and interpretations would not have a material impact on the Financial Statements  
of the Group. 33
Annual Report and Accounts 2013
3. Basis of consolidation
The Group financial statements include those of the parent company and its subsidiary, drawn up to 31 December 2013. Subsidiaries are entities over 
which the Group obtains and exercises control though voting rights. Income, expenditure, unrealised gains and intra-group balances arising from 
transactions within the Group are eliminated. 
On 10 December 2013 the Company acquired the shares of Martin & Co (UK) Limited in exchange for its own shares. The Company issued 17,990,000  
1p shares in exchange for the entire share capital of Martin & Co (UK) Limited. The acquisition of its principal subsidiary by the Group did not meet the 
definition of a business combination and therefore falls outside the scope of IFRS 3. As IFRS does not provide specific guidance in relation to group 
reorganisations it defers to the next appropriate GAAP being UK GAAP.
The acquisition has therefore been accounted for in accordance with the principles of merger accounting as set out in Financial Reporting Standard 6 
– Acquisitions and Mergers. Accordingly the financial information for the Group has been presented as if Martin & Co (UK) Limited has been owned by 
the Company throughout the current and preceding periods. 
The corresponding figures of the previous year includes the results of the merged entity, the assets and liabilities at the previous balance sheet date and 
the shares issued by the Company as consideration as if they had always been in issue.
The difference between the capital and reserves of Martin & Co (UK) Limited and the nominal value of shares and share premium issued by the Company 
to acquire the merged entity were taken to reserves.
Following a decision to discontinue operations related to the ownership of offices, these offices have been classified as discontinued operations and the 
comparative statement of comprehensive income has been restated accordingly.
4. Significant accounting policies
Revenue recognition
Revenue represents income, net of VAT, from the sale of franchise agreements, management service fees, levied to franchisees monthly based on their 
turnover, and the provision of training and ongoing support to franchisees.
Fees from the sale of franchise agreements are not refundable and are recognised upon the earlier of the receipt of funds or the signing of the franchise 
agreement. These fees are for the use of the brand along with initial training and support and promotion during the opening phase of the new office. 
Management service fees are recognised on a monthly basis, with other fees recognised when the training and support is provided to the franchisee.
Revenue also includes fees generated by offices operated by the Group. These offices invoice landlords on a monthly basis and so recognise the income 
during the period in which the work is carried out.
Operating profit
Profit from operations is stated before investment income, finance costs and other gains and losses. 
Intangible assets – goodwill
Goodwill (being the difference between the fair value of consideration paid and the fair value of the identifiable assets at the date of acquisition) is 
capitalised. Goodwill is not amortised, but subject to an annual review for impairment (or more frequently if necessary). Any impairment is charged  
to the profit or loss as it arises.
An impairment loss is recognised for the amount by which the carrying value of goodwill exceeds its recoverable amount, which the Directors assess on  
a ‘value in use’ basis. To determine the value in use, management estimates expected future cash flows from trading operations, the business being one 
cash generating unit, and determines a suitable growth rate in order to calculate the present value of those cash flows. The discount factor reflects 
management’s assessment of the risk profile of the business.
Discontinued operations
Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. 
This condition is regarded as met only when the sale is highly probable and the asset is available for sale in its immediate condition. Management must 
be committed to the sale, which should be expected within one year from the date of classification as held for sale.
Immediately before classification as held for sale, the assets are remeasured and recognised at the lower of their carrying amount and their fair value less 
costs to sell if their carrying amount essentially derives from their sale rather than their continued use. Assets classified as held for sale are not 
depreciated. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are included in the income 
statement. Gains are not recognised in excess of any cumulative impairment loss.
 
Profit after tax from operations qualifying as discontinued operations are presented separately as a single amount on the income statement. The assets 
held for resale and the liabilities held for resale are shown separately on the balance sheet. Results from operations qualifying as discontinued operations 
as of the balance sheet date for the latest period presented, that have previously been presented as results from continuing operations, are represented 
as results from discontinued operations for all periods presented. 34
 Annual Report and Accounts 2013
4. Significant accounting policies continued
Revenue recognition continued
In conditions where the classification of non-current assets as held for sale are no longer met, classification as held for sale ceases. Accordingly, results of 
operations, previously presented in discontinued operations, are reclassified and included in result from continuing operations for all periods presented. 
Non-current assets that ceases to be classified as held for sale are remeasured at the lower of their carrying amount before classification as held for sale, 
adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset not been classified as held for sale, and its 
recoverable amount at the date of the subsequent decision to sell. 
Business combinations
On the acquisition of a business, fair values are attributed to the identifiable assets and liabilities and contingent liabilities unless the fair value cannot be 
measured reliably in which case the value is subsumed into goodwill. Where the fair values of acquired contingent liabilities cannot be measured reliably, 
the assumed contingent liability is not recognised but is disclosed in the same manner as other contingent liabilities.
Goodwill is the difference between the fair value of the consideration and the fair value of identifiable assets acquired. Goodwill arising on acquisitions is 
capitalised and subject to an impairment review, both annually and when there is an indication that the carrying value may not be recoverable.
Intangible assets – customer lists
Intangible assets with a finite life are carried at cost less amortisation and any impairment losses. Intangible assets represent items which meet the recognition 
criteria of IAS 38, in that it is probable that future economic benefits attributable to the assets will flow to the entity and the cost can be measured reliably.
Amortisation of intangible assets is charged to discontinued operations and is calculated over the following periods: 
Customer lists    7 years straight line
Customer lists are those of the franchise offices that Martin & Co have purchased and run in-house (a discontinued operation, note 28). The rate of 
attrition on a customer list i.e. the rate at which landlords will dis-instruct a letting agent, was determined from the experience of the executive team  
to be circa one seventh per annum. 
Investment in subsidiaries
Investments in subsidiaries are stated in the parent company’s balance sheet at cost less any provisions for impairments. 
Property, plant and equipment
Items of property, plant and equipment are stated at cost of acquisition less accumulated depreciation and impairment losses.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives on the following bases:
Fixtures, fittings and office equipment  15% reducing balance
Motor vehicles    25% reducing balance
Short leasehold improvements   over the lease term
Income taxes
Current tax is the tax currently payable based on the taxable profit for the year.
Deferred tax
Deferred income taxes are calculated using the liability method on temporary differences, at the tax rate that is substantively enacted at the balance 
sheet date. Deferred tax is generally provided on the difference between the carrying amount of assets and liabilities and their tax bases. However, 
deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a 
business combination or affects tax or accounting profit. Tax losses available to be carried forward as well as other income tax credits to the Group are 
assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying 
deductible temporary differences will be able to offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax 
rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date. 
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the profit/loss.
Operating lease commitments
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit/loss on a 
straight-line basis over the period of the lease.
Cash and cash equivalents
Cash and cash equivalents are defined as cash balances in hand and in the bank (including short-term cash deposits).
Financial assets
The Group only has financial assets classified as loans and receivables. The loans and receivables comprise trade and other receivables and cash and cash 
equivalents in the statement of financial position. Cash and cash equivalents (which exclude any client account monies) include cash in hand and 
deposits held at call with banks.
Notes to the consolidated financial statements  
for the year ended 31 December 2013
continued 35
Annual Report and Accounts 2013
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally 
through the provision of services to franchisees (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially 
recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost 
using the effective interest rate method, less provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or  
default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such  
a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired 
receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised 
within administrative expenses in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of 
the asset is written off against the associated provision.
Financial liabilities
Financial liabilities are comprised of trade payables and other short-term monetary liabilities, which are recognised at amortised cost.
Trade payables and other short-term monetary liabilities, are initially recognised at fair value and subsequently carried at amortised cost using the 
effective interest method.
Share options
The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value  
at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over  
the vesting period, together with a corresponding increase in equity, based upon the Company’s estimate of the shares that will eventually vest.
Fair value is measured using the Black-Scholes option pricing model taking into account the following inputs:
• the exercise price of the option;
• the life of the option;
• the market price on the date of the grant of the option;
• the expected volatility of the share price;
• the dividends expected on the shares; and
• the risk free interest rate for the life of the option.
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions 
and behavioural considerations.
5. Critical accounting estimates and judgements and key sources of estimation uncertainty
The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical 
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual 
experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material 
adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Impairment of goodwill
The Group is required to test, where indicators of impairment exist, whether goodwill has suffered any impairment. The recoverable amount is 
determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate  
in order to calculate the present value of the cash flows. Key assumptions for the value in use calculation are described in note 16.
Revenue recognition
Initial franchise fees are recognised upon the earlier of receipt of funds or the signing of the contract. The initial fees are non-refundable and are for the 
use of the brand along with initial training and support and promotion of the new office. The Directors therefore believe that the benefits are transferred 
upon signing the contract and so revenue is recognised at this point. Future benefits from the contract are dealt with in the monthly MSF fee which is 
spread across the term of the franchise agreement.
Share options
Share options are granted over a discretionary period and have varying vesting conditions see note 29. The fair value of options is determined using the 
Black-Scholes valuation model and requires a number of estimates and assumptions. The significant inputs to the model are the share price at the date  
of grant, the exercise price, the expected option life, volatilities and the risk-free rate.
Non-current assets (or disposal groups) held for sale 
Non-current assets (or disposal groups) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale 
transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell.
6. Segmental reporting
The board of Directors, as the chief operating decision-making body, review financial information for and make decisions about the Group’s overall 
franchising business and have identified a single operating segment, that of property franchising. 36
 Annual Report and Accounts 2013
7. Revenue
The Directors believe there to be 3 material income streams relevant to property franchising which are split as follows:
2013
£
2012
£
Restated
Management Service Fee 3,477,855 3,090,652
Franchise sales 176,683 269,364
Other 489,780 349,427
4,144,318 3,709,443
All revenue is earned in the UK and no customer represents greater than 10 per cent of total revenue in either of the years reported.
8. Administrative expenses
Administration expenses relate to those expenses that are not directly attributable to any specific sales activity.
Administrative expenses for the year were as follows:
2013
£
2012
£
Restated
Continuing operations:
Employee costs (see note 9) 1,480,025 1,421,672
Property costs 63,741 64,141
General administrative costs 784,300 598,873
2,328,066 2,084,686
9. Employees and Directors
Average numbers of employees (including Directors), employed during the year:
2013
2012
Restarted
Continuing operations:
Administration 25 25
Management 5 4
30 29
Employee costs (including Directors) during the year amounted to:
2013
£
2012
£
Restated
Continuing operations:
Wages and salaries 1,356,824 1,281,844
Social security costs 123,201 139,828
1,480,025 1,421,672
Key management personnel are defined as Directors and executives of the Group. Details of the remuneration of the key management personnel are 
shown below:
2013
£
2012
£
Restated
Wages and salaries 560,409 405,196
Social security costs 64,914 51,956
625,323 457,152
Details of the Directors’ emoluments are disclosed in the Directors Remuneration Report on pages 21 to 22. The share based payments charge for the 
year was nil.
10. Exceptional items
The exceptional items represent flotation costs incurred in the listing of the Group on the Alternative Investment Market.
Notes to the consolidated financial statements  
for the year ended 31 December 2013
continued 37
Annual Report and Accounts 2013
11. Operating profit
2013
£
2012
£ 
Restated
The operating profit from continuing operations is stated after charging:
Depreciation 12,274 13,679
Amortisation 32,577 93,647
Profit on disposal of fixed assets (10,210) –
Auditor’s remuneration (see below) 159,500 11,919
Staff costs (note 9) 1,480,025 1,421,672
Operating lease expenditure 27,844 24,611
Audit services
– UK statutory audit of the Company and consolidated accounts 15,000 –
Other services
– the auditing of accounts of associates of the Company pursuant to legislation 20,000 7,000
Tax services
– compliance services – 4,919
– advisory services 7,500 –
Other non-audit services – reporting accountant 117,000 –
159,500 11,919
Comprising:
Audit services 35,000 7,000
Non-audit services: 124,500 4,919
159,500 11,919
12. Taxation
2013
£
2012
£
Restated
Current tax 415,140 342,124
Deferred tax credit (4,540) (505)
Total tax charge in statement of comprehensive income 410,600 341,619
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below:
2013
£
2012
£
Restated
Profit on ordinary activities before tax 1,049,417 1,395,987
Profit on ordinary activities multiplied by the standard rate of corporation tax in the UK of 23.25% (2012: 24.5%) 243,989 342,017
Effects of:
Expenses not deductible for tax purposes 173,695 948
Tax chargeable at different rates 145 (1,140)
Depreciation in excess of capital allowances (9,103) 723
Other – (919)
Losses carried forward 1,874 –
Total tax charge in income statement 410,600 341,619
Discontinued activities (38,417) 1,646
Total tax charge in respect of continuing activities 372,183 343,265 38
 Annual Report and Accounts 2013
13. Earnings per share
Earnings per share is calculated by dividing the profit for the financial year by the weighted average number of shares during the year.
2013
£
2012
£
Restated
Earnings per ordinary share
Profit from continuing operations 511,997 1,059,441
Profit/(loss) from discontinued operations 126,820 (5,073)
638,817 1,054,368
Diluted earnings per ordinary share
The charge relating to share based payments is immaterial and therefore the earnings used in the diluted earnings per ordinary share calculation are the 
same as that shown above.
In the prior year there were no share options with a dilutive effect on earnings per share and therefore no figures are shown above for 2012.
2013
Number
2012
Number
Weighted average number of shares
Number used in basic earnings per share 18,325,833 17,990,000
Dilutive effect of share options on ordinary shares 845,817 –
Number used in diluted earnings per share 19,171,650 17,990,000
The shares shown in issue in 2012 arise from treating the acquisition of Martin & Co (UK) Limited in accordance with merger accounting principles and 
thus all the shares issued are treated as having existed throughout 2012.
14. Loss of Parent Company 
As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial 
statements. The Parent Company’s loss for the financial year was £750,576.
15. Dividends
2013
£
2012
£
Interim and Final dividend (ordinary shares of £0.01 each) 252,500 660,500
Dividend per share 1.4p 3.7p
The dividend per share is calculated using the same weighted average number of shares as used in the calculation of earnings per share.
Notes to the consolidated financial statements  
for the year ended 31 December 2013
continued 39
Annual Report and Accounts 2013
16. Intangible assets
Customer Lists
£
Goodwill
£
Total
£
Cost
Brought forward 1 Jan 2011 – 75,000 75,000
Additions 272,327 – 272,327
Disposals – – –
Carried forward 31 Dec 2011 272,327 75,000 347,327
Additions 383,205 – 383,205
Disposals (1,000) – (1,000)
Carried forward 31 Dec 2012 654,532 75,000 729,532
Additions 222,475 – 222,475
Transferred to assets held for sale (877,007) – (877,007)
Carried forward 31 Dec 2013 – 75,000 75,000
Amortisation
Brought forward 1 Jan 2011 – – –
Charge for year 38,904 – 38,904
Eliminated on disposals – – –
Carried forward 31 Dec 2011 38,904 – 38,904
Charge for year 93,647 – 93,647
Eliminated on disposals – – –
Carried forward 31 Dec 2012 132,551 – 132,551
Charge for year 32,577 – 32,577
Transferred to assets held for sale (165,128) – (165,128)
Carried forward 31 Dec 2013 – – –
Net book value
At 31 December 2013 – 75,000 75,000
At 31 December 2012 521,981 75,000 596,981
At 31 December 2011 233,423 75,000 308,423
The carrying amount of goodwill relates entirely to one cash generating unit, and reflects the difference between the fair value of consideration 
transferred and the fair value of assets and liabilities purchased.
Goodwill is assessed for impairment by comparing the carrying value to value in use calculations. Values have been estimated using cash flow projections 
based on detailed budgets and forecasts over the period to 31 December 2015, with a discount rate of 10% applied, being the Directors’ estimate of the 
Group’s cost of capital. The budgets and forecasts are based on historical data and the past experience of the Directors in this sector as well as the future 
plans of the business.
The Directors do not consider goodwill to be impaired. The Directors believe that no reasonably possible change in assumptions will cause the value in 
use to fall below the carrying value and hence impair the goodwill.
Company
No goodwill or customer lists exist in the parent company. 40
 Annual Report and Accounts 2013
17. Property, plant and equipment
Group
Leased Assets
£
Motor Vehicles
£
Office Equipment
£
Fixtures & Fittings
£
Total
£
Cost
Brought forward 1 Jan 2011 – – 14,752 104,520 119,272
Additions – 6,632 6,163 – 12,795
Disposals – – – – –
Carried forward 31 Dec 2011 – 6,632 20,915 104,520 132,067
Additions 65,241 13,735 887 15,132 94,995
Disposals – – – – –
Carried forward 31 Dec 2012 65,241 20,367 21,802 119,652 227,062
Additions 4,152 – 27,881 7,636 39,669
Disposals (12,630) – – – (12,630)
Transferred to assets held for sale (19,729) (20,367) (17,499) (8,685) (66,280)
Carried forward 31 Dec 2013 37,034 – 32,184 118,603 187,821
Depreciation
Brought forward 1 Jan 2011 – – 3,878 67,995 71,873
Charge for year – 1,658 2,555 5,480 9,693
Eliminated on disposals – – – – –
Carried forward 31 Dec 2011 – 1,658 6,433 73,475 81,566
Charge for year 7,813 4,677 2,305 6,926 21,721
Eliminated on disposals – – – – –
Carried forward 31 Dec 2012 7,813 6,335 8,738 80,401 103,287
Charge for year 4,347 1,283 4,162 6,098 15,890
Eliminated on disposals (2,526) – – – (2,526)
Transferred to assets held for sale (2,575) (7,618) (1,431) (1,692) (13,316)
Carried forward 31 Dec 2013 7,059 – 11,469 84,807 103,335
Net book value
At 31 December 2013 29,975 – 20,715 33,796 84,486
At 31 December 2012 57,428 14,032 13,064 39,251 123,775
At 31 December 2011 – 4,974 14,482 31,045 50,501
Company
The parent company has no property, plant and equipment.
Notes to the consolidated financial statements
for the year ended 31 December 2013
continued 41
Annual Report and Accounts 2013
18. Investments
Company
Shares in group
undertakings
£
Cost
At 7 October 2013 –
Additions 17,990,000
At 31 December 2013 17,990,000
Net book value
At 31 December 2013 17,990,000
MartinCo PLC was incorporated on 7 October 2013. On the 10 December 2013 a share for share exchange acquisition took place with Martin & Co (UK) 
Limited; 17,990,000 ordinary shares in MartinCo PLC were exchanged for 100% of the issued share capital in Martin & Co (UK) Limited.
The carrying value of the investment has been considered for impairment per the accounting policy in note 4. As the market capitalisation of the Group 
is in excess of the cost of the investment and the trade of the Group is solely attributable to the trading subsidiary no impairment has been recognised in 
the year. 
The Company’s investments at the balance sheet date in the share capital of companies include the following:
Subsidiary
Martin & Co (UK) Limited
Nature of business: Franchisor of residential letting, sales, and property management services.
Class of shares:
%
holding
Ordinary 100.00
19. Trade and other receivables
Group
Company
2013
£
2013
£
2012
£
2011
£
Trade receivables 65,165 22,568 18,999 –
Loans to franchisees 45,000 1,799 96,145 –
Prepayments and accrued income 321,737 350,395 285,350 –
Other receivables 433,667 99,189 – 25,267
865,569 473,951 400,494 25,267
Trade receivables are stated net of bad debt provisions of £nil (2012 – £nil).
Ageing of trade receivables
The following is an analysis of trade receivables that are past due but not impaired. These relate to a number of customers for whom there is no recent 
history of defaults. The ageing analysis of these trade receivables is as follows:
2013
£
2012
£
2011
£
Group
Not more than 3 months 48,598 21,665 15,455
More than 3 months but not more than 6 months 15,193 626 2,614
More than 6 months but not more than 1 year 1,233 – 930
More than 1 year 141 – –
65,165 22,291 18,999
No allowance has been made against the overdue receivables based on historic default experience. The Directors consider that the carrying value of 
trade and other receivables represents their fair value.
The Group does not hold any collateral as security for its trade and other receivables. 42
 Annual Report and Accounts 2013
20. Called up share capital
2013 2012 2011
Number £ Number £ Number £
Group
Authorised, allotted issued and fully paid  
ordinary shares of 1p each 22,000,000 220,000 17,990,000 179,900 17,990,000 179,900
Company
Authorised, allotted issued and fully paid  
ordinary shares of 1p each 22,000,000 220,000 – – – –
Group
number
Company
number
As at 1 January 2012 – –
Issued in year 17,990,000 –
As at 31 December 2012 17,990,000 –
Initial allotment 10,000 10,000
Issued in share for share exchange – 17,990,000
Issued on admission to Alternative Investment Market 4,000,000 4,000,000
As at 31 December 2013 22,000,000 22,000,000
MartinCo PLC was incorporated on 7th October 2013 and 10,000 ordinary shares of 1p each were issued. On 10th December 2013 a share for share 
exchange took place whereby a further 17,990,000 shares of 1p each were exchanged for 100% of the issued share capital of Martin & Co (UK) Limited. 
On 17th December a further 4,000,000 shares were placed at £1 each. 
21. Share premium
On 17 December 2013 the Company entered into a Placing Agreement whereby 4m new ordinary shares were placed with institutional investors at 
£1 per share. The share premium arising from the difference between the value of the shares placed and their nominal value was £3,960,000. The costs 
of this placing were £170,000 which includes the costs of obtaining HMRC approval that the placing was eligible for relief under the Enterprise 
Investment Scheme and for investment by Venture Capital Trusts.
22. Other reserves
Merger
Reserve
£
Share-based
Payment
Reserve
£
Total
£
Group
1 January 2011 (179,800) – (179,800)
31 December 2011 (179,800) – (179,800)
31 December 2012 (179,800) – (179,800)
31 December 2013 (179,800) 40,874 (138,926)
Company
31 December 2013 17,810,100 40,874 17,850,974
Merger reserve
The acquisition of its principal subsidiary by the Group does not meet the definition of a business combination and therefore, falls outside of the scope  
of IFRS 3. The Group has been accounted for in accordance with the principles of merger accounting as set out in Financial Reporting Standard 6 
– Acquisitions and Mergers. 
The consideration paid to the shareholders of the Subsidiary was £17,990,000 (the value of the investment). As these shares had a nominal value of 
£179,900, the merger reserve in the Company is £17,810,100.
On consolidation the investment value of £17,990,000 is eliminated so that the nominal value of the shares remains of (£179,900) and, as there is  
a difference between the Company value of the investment and the nominal value of the shares purchased in the Subsidiary of £100, this is also 
eliminated, to generate a merger reserve in the Group of £(179,800).
IAS 27, ‘Consolidated and separate financial statements’, requires a company to record its investments in its separate financial statements at cost or in 
accordance with IAS 39, ‘Financial Instruments: Recognition and Measurement’.
Notes to the consolidated financial statements
for the year ended 31 December 2013
continued 43
Annual Report and Accounts 2013
Merger relief is an absolute relief from recognising share premium. However it is not available to the company due to the provisions of IAS 27. The excess 
premium over the nominal value of share capital issued has therefore been credited to a merger reserve.
Share-based payment reserve
The share based payments reserve comprises charges made to the income statement in respect of share-based payments under the Group’s equity 
compensation scheme.
23. Trade and other payables
Group Company
2013
£
2012
£
2011
£
2013
£
Trade payables 170,717 150,033 33,979 31,612
Accruals and deferred income 304,335 139,931 80,283 20,781
Other taxes and social security 178,218 396,907 219,021 –
Other payables – 74,322 47,825 –
Directors’ loans (see note 30) – 1,509 4,598 –
Amounts owed to group undertakings – – – 243,026
653,270 762,702 385,706 295,419
The Directors consider that the carrying value of trade and other payables approximates their fair value.
24. Leasing agreements
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which 
fall due as follows:
Non-cancellable operating leases
Group
2013
£
2012
£
2011
£
Within 1 year 25,001 28,405 19,740
Between 1 and 5 years 33,194 50,505 2,052
58,195 78,910 21,792
The lease arrangements above consist of those relating to land and buildings and office equipment.
Company
No leases exist in the parent company.
25. Deferred tax asset/(Liability)
Group Company
2013
£
2012
£
2011
£
2013
£
Balance at beginning of year (10,760) (11,265) (11,535) –
Movement during the year
Statement of changes in equity 40,874 – – 40,874
Statement of comprehensive income 4,540 505 240 –
Balance at end of year 34,654 (10,760) (11,265) 40,874
Deferred taxation has been provided as follows:
Group Company
2013
£
2012
£
2011
£
2013
£
Accelerated capital allowances (6,220) (10,760) (11,265) –
Share-based payments 40,874 – – 40,874
34,654 (10,760) (11,265) 40,874 44
 Annual Report and Accounts 2013
26. Financial instruments
Financial instruments – Risk Management
The Group is exposed through its operations to the following financial risks:
• Credit risk
• Liquidity risk
• Interest rate risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s 
objectives, policies and processes for managing those risks and the methods used to measure them.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those 
risks or the methods used to measure them from previous periods unless otherwise stated in this note.
Principal financial instruments
The principal financial instruments used by the Group and Company, from which financial instrument risk arises, are as follows:
• Receivables
• Loans to franchisees
• Cash at bank
• Trade and other payables
Financial assets
Financial assets measured at amortised cost:
Group Company
2013
£
2012
£
2011
£
2013
£
Loans and receivables:
Trade receivables 65,165 22,568 18,999 –
Loans to franchisees 45,000 1,799 96,145 –
Other receivables 433,667 99,189 – 25,767
Cash and cash equivalents 4,817,520 638,789 303,282 –
5,361,352 762,345 418,426 25,267
Financial liabilities
Financial liabilities measured at amortised cost:
Group Company
2013
£
2012
£
2011
£
2013
£
Other financial liabilities:
Trade creditors 170,717 150,033 33,979 31,612
Other creditors 304,335 74,322 47,825 –
Accruals – 139,931 80,283 20,781
Directors' loans – 1,509 4,598 –
Amounts owed to group undertakings – – – 243,026
475,052 365,795 166,685 295,419
Maturity analysis of financial liabilities:
Group Company
2013
£
2012
£
2011
£
2013
£
In less than one year:
Trade creditors 170,717 150,033 33,979 31,612
Other creditors – 74,322 47,825 20,781
Accruals 304,335 139,931 80,283 –
Directors’ loans – 1,509 4,598 –
Amount owed to group undertakings – – – 243,026
475,052 365,795 166,685 295,419
All of the financial assets and liabilities above are recorded in the statement of financial position at amortised cost. The above amounts reflect the 
contractual undiscounted cash flows, including future interest charges, which may differ from carrying values of the liabilities at the reporting date.  
All amounts are interest free.
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies and, whilst retaining ultimate 
responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives 
Notes to the consolidated financial statements
for the year ended 31 December 2013
continued 45
Annual Report and Accounts 2013
and policies to the finance function. The Board receives monthly reports from the finance function through which it reviews the effectiveness of the 
processes put in place and the appropriateness of the objectives and policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and 
flexibility. Further details regarding these policies are set out below:
Capital management policy
Management considers capital to be the carrying amount of equity. The Group manages its capital to ensure its operations are adequately provided for, 
while maximising the return to shareholders through the effective management of its resources. The principal financial risks faced by the Group are 
liquidity risk and interest rate risk. The Directors review and agree policies for managing each of these risks. These policies remain unchanged from 
previous years.
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern and so provide returns for shareholders. 
The Group meets its objectives by aiming to achieve growth which will generate regular and increasing returns to the shareholders.
The Group manages the capital structure and makes changes in light of changes in economic conditions. In order to maintain or adjust the capital 
structure, the Group may adjust the amount of dividends paid to shareholders.
Credit risk
Credit risk is the risk of financial loss to the Group if a franchisee or a counterparty to a financial instrument fails to meet its contractual obligations.  
It is Group policy to assess the credit risk of new franchisees before entering contracts.
The highest risk exposure is in relation to loans to franchises and their ability to service their debt. The Directors have established a credit policy under 
which each new franchisee is analysed individually for creditworthiness before a franchise is offered. The Group’s review includes external ratings, when 
available, and in some cases bank references. The Group does not consider that it has significant concentration of credit risk.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments.  
It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future development, the Group monitors forecast 
cash inflows and outflows on a monthly basis.
Interest rate risk
The Group’s exposure to changes in interest rate risk relates primarily to interest earning financial assets and interest bearing financial liabilities. 
Interest rate risk is managed by the Group on an on-going basis with the primary objective of limiting the effect of an adverse movement in interest 
rates. The Directors monitor movements in interest rates and have not prepared sensitivity analysis in relation to interest rates as they do not believe 
that any reasonable variance would have a material impact on the Group.
Fair values of financial instruments
The fair value of financial assets and liabilities is considered the same as the carrying values.
27. Acquisitions
During the period covered by the Consolidated Financial Statements the Group acquired the trade, being the benefit of all the contracts relating to  
the management of landlords’ properties, and certain assets from three companies that operated Martin & Co franchises (in Worthing, Bournemouth 
and Birmingham Kings Heath) in pursuance of the Group’s then strategic objective of running lettings offices itself. two further acquisitions, of the trade 
and assets of the Coventry and Portsmouth franchises, were made after 31 December 2012. Following the Board’s decision to discontinue the activity of 
owning and managing its own offices, these operations have been classified as discontinued and the related assets and liabilities have been presented as 
held for sale (note 28).
On 23 December 2011, the Group acquired the trade and certain assets of Appledean Limited which held the franchise for Worthing. The total 
consideration paid was £278,959, of which £40,000 was deferred and subsequently paid out in two instalments in March 2012 and July 2013.
On 13 February 2012, the Group acquired the trade and certain assets of Rebecca Martin (Bournemouth) Limited which held the franchise for 
Bournemouth. The consideration paid totalled £234,505 of which £10,000 was deferred and subsequently paid out in September 2012. The seller  
was required to fully repay a loan of £64,925 made to it by Martin & Co from the consideration.
On 9 May 2012, the Group acquired the trade and certain assets of Strategic Solutions Org Limited which held the franchise for Birmingham Kings Heath. 
The consideration paid totalled £148,700, of which £15,000 was deferred and remains unpaid.
On 19 April 2013, the Group acquired the trade and certain assets of Blackwell Property Services Limited which held the franchise for Coventry. 
The consideration paid totalled £122,699.
On 25 June 2013, the Group acquired the trade and certain assets of Ashwood Residential Lettings Limited which held the franchise for Portsmouth. 
The consideration paid totalled £28,540. 46
 Annual Report and Accounts 2013
27. Acquisitions continued
The following table summarises the consideration paid for the above mentioned businesses, the fair value of the assets acquired and liabilities assumed:
2011
Worthing
£
2012
Bournemouth
£
2012
Birmingham
£
2012
Total
£
Net consideration 278,959 234,505 148,700 383,205
Net assets:
Property, plant and equipment 6,632 – – –
Customer lists 272,327 234,505 148,700 383,205
Total identifiable assets 278,959 234,505 148,700 383,205
2013
Coventry
£
2013
Portsmouth
£
2013
Total
£
Net consideration 122,699 28,540 151,239
Net assets:
Property, plant and equipment 9,202 – 9,202
Customer lists 113,497 108,178 221,675
Trade and other payable – (79,638) (79,638)
Total identifiable assets 122,699 28,540 151,239
28. Discontinued operations and held for sale assets and liabilities
Subsequent to the Board’s decision to discontinue the activity of owning and managing its own offices, the offices in Birmingham Kings Heath and 
Bournemouth were sold on 30 August 2013, in Coventry on 1 October 2013 and in Portsmouth on 19 December 2013.
2013
£
2012
£
2011
£
Non-current assets held for sale and discontinued operations
Operating cash flows (22,613) 77,397 3,092
Investing cash flows 66,326 (425,335) (278,959)
Financing cash flows – – –
Decrease in cash and cash equivalents 43,713 (347,938) (275,867)
Assets of disposal group classified as held for sale
Intangible assets 181,347 521,981 233,423
Property, plant and equipment 23,120 39,289 4,975
Other current assets 10,662 74,783 41,206
215,129 636,053 279,604
Liabilities of disposal group classified as held for sale
Trade and other payables 48,108 163,257 45,564
48,108 163,257 45,564
Analysis of the results of discontinued operations is as follows:
Revenue 816,718 576,025 –
Expenses (651,481) (582,744) (41,828)
Profit/(Loss) before tax of discontinued operations
Trading operations 28,416 (6,719) (41,828)
Sale of operations 136,821 – –
165,237 (6,719) (41,828)
Tax (38,417) 1,646 11,084
Profit/(Loss) for the year from discontinued operations 126,820 (5,073) (30,744)
As a result of the sale of four owned offices, the Group generated net cash inflows from investing activities of £58k (2012: £478k outflow). The total 
consideration for the offices was £697k. However, the Group agreed to defer consideration on three of the office disposals so that £408k of deferred 
consideration existed at 31 December 2013.
Notes to the consolidated financial statements
for the year ended 31 December 2013
continued 47
Annual Report and Accounts 2013
29. Share-based payments
Enterprise Management Incentive Share Option Scheme (EMI)
During the period ended 31 December 2013 the Company implemented an Enterprise Management Incentive scheme as part of the remuneration for 
senior management. The options were granted over a discretionary period and have varying vesting conditions.
The Company has granted 1,566,000 options over ordinary shares to directors and executives of the Group. Following an independent expert valuation 
of scheme, the share based payments charge was deemed immaterial to the financial statements and therefore no charge has been recognised in the year.
The vesting conditions include performance conditions including a profit before tax target in the year ended 31 December 2016.
The maximum term of the options granted is ten years from the grant date. Upon vesting, each option allows the holder to purchase one ordinary share 
at a exercise price of £0.1764. The number of options granted under the scheme total 1,566,000.
The estimated fair value of each share option granted in the EMI plan is 0.97p. This was calculated by applying the Black-Scholes option pricing model 
which takes into account factors specific to share incentive plans, such as the vesting period.
The following principal assumptions were used in the valuation:
Expected term  6.5 years
Volatility   50%
Option life  August 2023
Risk free interest rate 2.08%
Exercise price  £0.1764
Share price at date of grant £0.1764
Expected volatility is a measure of the amount by which a share price is expected to fluctuate during a period. Since the Company has only recently 
listed, a proxy volatility figure has been derived as the average volatility of other listed companies in the Real Estate Investment and Services sector with 
a market capitalisation of less than £1bn over the 6.5 years prior to the grant date (i.e. equivalent to the expected term).
Movement in the number of share options were as follows:
2013
£
Number of share options
Outstanding at the beginning of the year –
Granted 1,566,000
Forfeited –
Exercised –
Outstanding at the end of the year 1,566,000
Exercisable at the end of the year –
The weighted average exercise price of share options granted in the year and that remain outstanding at the year end is £0.1764. The exercise price of all 
options outstanding at the year end is £0.1764. The total expense incurred in the year was immaterial and therefore not charged.
The weighted average remaining contractual life of options is 9.7 years. 48
 Annual Report and Accounts 2013
30. Related party disclosures
Transactions with Directors
Dividends
During the period dividends were paid to the Directors and their spouses as follows:
2013
£
2012
£
2011
£
Interim and Final dividend (ordinary shares of £1 each) 252,500 660,500 1,524,927
Loans
During the period loans were made to and from the Group to its Directors. The loans by Mr R W Martin to the Group are shown in Trade and Other 
Payables (note 23) and are unsecured, undated and interest free. On 18 December 2013, as part of the flotation process, R. Martin repaid a loan of 
£729,004. At 31 December no loans existed between the Group and its Directors.
At 31 December, 2013 there were no outstanding loans. Loans made during the period were as detailed below:
2013
£
2012
£
2011
£
Loans to Martin & Co
Mr R W Martin – 1,509 4,598
Loans by Martin & Co
Rebecca Martin (Bournemouth) Limited (see below) – – 64,925
Director emoluments
Included within the remuneration of key management and personnel detailed in note 9, the following amounts were paid to the Directors:
2013
£
2012
£
2011
£
Wages and salaries 301,312 199,928 133,970
Social security costs 29,511 26,009 16,653
330,823 225,937 150,623
Transactions with other related parties
Bournemouth franchise acquisition
On 13 February 2012, the Group acquired the trade and certain assets of Rebecca Martin (Bournemouth) Limited which held the franchise for 
Bournemouth. Rebecca Martin (Bournemouth) Limited and Rebecca Martin are related parties as Rebecca Martin (being the director and shareholder of 
Rebecca Martin (Bournemouth) Limited) is the daughter of Richard Martin and Kathryn Martin. The consideration paid totalled £234,505. The Directors 
consider that the terms of the Bournemouth acquisition represent an arm’s length transaction for fair value. The seller was required to fully repay a loan 
of £64,925 made to it by the Group from the consideration.
Transactions with The Landlord Hub Limited
On 23 April 2013 the Group entered into a business sale agreement with The Landlord Hub Limited for the sale by the Group of its tenant referencing 
and insurance backed services. The consideration paid by The Landlord Hub Limited was the assumption of the liabilities of the business and a payment 
of £139,381, being what the Directors consider to be an arm’s length transaction for fair value. 
The Landlord Hub Limited is a related party by virtue of common shareholders as Mr R W Martin owns 35%, Mrs K M Martin owns 35%, Mr I Wilson 
owns 10%, Mrs H Shackell owns 10% and the daughters of Mr and Mrs R W Martin own 5% each. As at 31 December 2012 the costs incurred in relation 
to tenant referencing and insurance backed services were presented within trade and other receivables and amounted to £99,249 (2011: £nil, 2010: £nil).
Notes to the consolidated financial statements
for the year ended 31 December 2013
continued Annual Report and Accounts 2013
Financial calendar
Announcement of Preliminary results – 31 March 2014
Annual General Meeting – 8 May 2014
Half year results – 30 September 2014
Interim dividend – 30 September 2014
Registered office address: 
MartinCo PLC
2 St Stephen’s Court
St Stephen’s Road
Bournemouth
BH2 6LA
Company No. 08721920
01202 614 614
www.martinco.com
Auditors 
Baker Tilly UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Shareholder Information
FSC LOGO TO GO HERE Martin & Co Annual Report and Accounts 2013
www.martinco.com
Martin & Co (UK) Ltd
2 St. Stephen’s Court
St. Stephen’s Road
Bournemouth
Dorset
BH2 6LA
Tel: 01202 614 614