plc totally
ﬁnancial statements
for the year ended 31 december 2008
for the year ended 31 December 2009
Accounts 2009  12/4/10  16:19  Page 1 Accounts 2009  12/4/10  16:19  Page 2 1
Directors’ report and financial statements 
for the year ended 31 December 2009
Contents
Company information 2
Performance highlights 3
Chairman’s statement 4
CEO’s statement 5
Directors’ report 7
Board report on Corporate Governance 10
Statement of Directors’ Responsibilities 12
Independent auditors’ report to the members of Totally plc 13
Consolidated statement of comprehensive income 15
Consolidated statement of changes in equity 16
Consolidated statement of financial position 17
Company balance sheet 18
Consolidated cash flow statement 19
Notes to the financial statements 20
Notice of Annual General Meeting 41
Accounts 2009  12/4/10  16:19  Page 3 2
Company information
Registered Office Unit 611 Highgate Studios
53-79 Highgate Road
London
NW5 1TL
Registration Number 3780101 (England and Wales)
Auditors Royce Peeling Green Limited
15 Buckingham Gate
London
SW1E 6LB
Nominated Adviser and Broker Merchant John East Securities Limited
10 Finsbury Square
London
EC2A 1AD
Bankers National Westminster Bank Plc
9 th Floor
3 Shortlands
Hammersmith
London
W6 8DA
Bank Hapoalim B.M.
25 Savile Row
London
W1S 2ES
Registrars Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU
Accounts 2009  12/4/10  16:19  Page 4 3
Performance Highlights
• Revenues from continuing operations £1.76m +4% yr/yr (2008: £1.69m).
• Operating Profit from continuing operations before tax £0.14m +344% yr/yr (2008: loss £0.06m)
• Total EBITDA from continuing operations £0.17m +666% yr/yr (2008: loss £0.03m).
• Total operating profit from continuing operations before tax and head office charges £0.43m +65% yr/yr (2008: £0.26m).
• Total EBITDA from continuing operations before head office charges was £0.46m +84% yr/yr (2008: £0.25m).
• Cash generated from operating activities £0.14m (2008: loss £0.02m).
• Basic earnings per share 0.002p (2008: (loss) per share 1.p)
Accounts 2009  12/4/10  16:19  Page 5 4
Chairman’s statement
In an extremely difficult economic environment I am pleased to be able to report an excellent set of results for 2009. The
turnaround in profitability of the Group since 2007 has been significant with an improvement of £0.6m profit from continuing
operations.
The Group generated revenues from continuing operations of £1.76m, an increase of 4% compared to the previous year
(2008:£1.69m) and EBITDA of £0.17m (2008: loss £0.28m) an increase of 666%. Operating profit before tax from
continuing operations of £0.14m (2008: loss £0.06m) an increase of 344%. Cash generated from operating activities of
£0.14m (2008: £0.02m)
I believe this is a truly exceptional achievement in the worst market for many years and is testimony to the Group’s strategy,
skills of our staff, and to the leadership of our business.
Financial Year
Operating (Loss) / Profit
EBITDA
Cash generated from operations
NB: Operating Profit and EBITDA figures in this illustration exclude non-cash charges for share options (2009 £12,000, 2008:
£18,000, 2007: £21,000)
Prospects
Trading since the beginning of the current financial year has been stable and the Board is optimistic about the Group’s trading
performance for the full year.
Dr Michael Sinclair
Non-Executive Chairman
12 April 2010
2007
(£431,000)
(£160,000)
(£119,000)
2008
(£41,000)
(£10,000)
£23,000
2009
£156,000
£185,000
£144,000
08/'09 Change
£197,000
£195,000
£121,000
07/'09 Change
£587,000
£345,000
£263,000
£200,000.00
£100,000.00
£0
£100,000.00
-£200,000.00
-£300,000.00
-£400,000.00
-£500,000.00
Operating profit EBITDA Cash generated from operations
2009 2008 2007
Accounts 2009  12/4/10  16:19  Page 6 5
CEO’s statement
I was extremely pleased with the trading performance of the Group in 2009. In 2007 and 2008 a number of cost cutting
measures were implemented which allowed the business to mitigate the downside of expected tough trading conditions.
Revenues increased year on year across both divisions in the Group. The reduction in the cost base combined with the increase
in revenues was responsible for the 344% increase in operating profit before tax and the delivery of the best trading
performance to date.
Publishing Division Overview
The Jewish News & Media Group is the umbrella brand for the group’s publishing businesses which include the Jewish News
Limited and TotallyJewish.com Limited.  
The group publishes on and offline media for the UKs Jewish community including:
• A weekly newspaper, ‘Jewish News’
• A quarterly lifestyle magazine, ‘Pulse’
• An annual Celebrations magazine, ‘TotallyJewishSimchas’
• A community portal, ‘www.TotallyJewish.com’
• An annual Wedding exhibition, www’TotallyJewishSimchas Live!’
Performance Highlights
• Revenues of £1,080,000, + 4.6% yr/yr.
• EBITDA of £252,000, +138% yr/yr.
• Operating Profit of £228,000, +192% yr/yr.
Operational Highlights
This division continued to consolidate its growing reputation as the number one Jewish media organisation in the UK.
In 2009 an events division was launched through a Wedding exhibition, TotallyJewishSimchas.com, at the Village Hotel, Elstree
Herts. The exhibition was attended by over 1,500 visitors and 80 paying exhibitors.
A series of Q&A sessions with high profile political leaders saw David Milliband and Boris Johnson face questions from over 150
paying Jewish News readers and in Q1 2010 Shadow Foreign Secretary William Hague continued this high profile initiative.
An aggressive marketing campaign was launched which included the creation of a new media pack and website,
TheJNgroup.com as well as individual promotional websites for each of the two magazines in the divisions portfolio, Pulse
(www.JNPulse.co.uk) and TJ Simchas Magazine (www.TJSimchaMag.co.uk). A showreel promoting the work of the JN Media
Group is expected to be launched in Q2 2010.
Outlook for 2010
The aim is to continue to develop and expand the portfolio including the launch of an Education exhibition for the Jewish
community. Combined with the annual Wedding exhibition the short to medium term objective is to grow the revenue of the
event division for the events division so that it accounts for 10% of the publishing division’s revenues. Exhibitions are seen as
a growth area and provide a realistic cross selling opportunity to existing clients within the division.
The annual Celebrations magazine, TotallyJewishSimchas, will be published quarterly. The lifestyle magazine, Pulse, is already
published four times a year which will mean eight glossy magazines will be published in 2010.
newspaper • magazines • online • events
n
Accounts 2009  12/4/10  16:19  Page 7 CEO’s statement
(continued)
Totally Communications, “TC”, the group’s digital marketing business with three main service sectors:
1. Website and software design & development
2. Consultancy & systems integration
3. Online marketing
Performance Highlights
• Revenues of £628,000, +3% yr/yr.
• EBITDA of £210,000, +12% yr/yr.
• Operating Profit of £205,000, +11% yr/yr
Operational Highlights
TC were delighted to have won a multi-agency pitch for celebrity led charity Global Cool’s new website, launched at 2009
London Fashion Week.
During the period under review TC was selected by JP Morgan to construct a significant system for a mentoring charity, African
Caribbean Diversity and other notable new account wins included a new website for the Barbarians Rugby Club and a high
profile online proposition for the Ghurkha Welfare Trust and their Debt of Honour campaign which was spearheaded by Joanna
Lumley.
Significant research and development was undertaken to develop the ‘next generation’ of the division’s proprietary website
content management system, ”Pelorous”. The current in-house content management system underpins 80 individual
applications and is used daily by over 500 users. Existing users will be migrated onto Pelorous over the next 12 months and
all new clients will have their website developed through the system. This will give the division an improved competitive
advantage in tenders by deskilling the development process and reducing the time taken to deliver projects
Outlook for 2010
Management expect to achieve organic growth in this division in 2010 through the launch of its new search engine marketing
division, RISE Digital, www.risedigital.com. The development of the RISE brand and communication materials was undertaken
in Q4 in 2009 and launched in Q1 2010.
6
Digital Marketing Division Overview
Accounts 2009  12/4/10  16:19  Page 8 7
Directors’ report 
The Directors present their report and the financial statements for the year to 31 December 2009.
Principal activities
The Group’s principal activities have been the provision of digital marketing services and publishing.
Totally Communications Limited is a digital marketing agency which has provided website design and development services as
well as more general application development, consultancy and internet marketing services.
The Groups’ publishing division comprises a portfolio of publications which have included the Jewish news, a weekly newspaper
distributed in London, the community website www.TotallyJewish.com and its various online derivatives as well as an offline
events division.
The Group continues to consolidate its position as a leading publisher and services provider to the UK Jewish community whilst
at the same has started to explore and exploit organic growth opportunities in the Digital Marketing sector.
Business review 
The Chairman’s statement on page 2 gives a review of the business and the likely future developments. The Group generated
an operating profit for the year under review of £141,000. In the previous year the Group made an operating loss for the year
on continuing operations of £59,000.  
Results and dividends 
The results for the year are set out on page 15.  
No interim dividend has been paid and the Directors do not recommend a final dividend.
Share capital 
Details of the changes in the authorised and the issued share capital are set out in note 18 to the financial statements.
Accounts 2009  12/4/10  16:19  Page 9 8
Directors’ report 
(continued)
Directors and their interests 
The Directors who held office during the year were as follows:
Substantial interests 
The Company has been notified, as at 28 March 2010, of the following interests in 3 per cent or more of the ordinary shares
in issue:
Creditor payment policy
It is the Company’s policy to abide by terms of payment agreed with suppliers. In many cases the terms of payment are as
stated in the supplier’s own literature. In other cases the terms of payment are determined by specific written or oral
agreement. The number of supplier days represented by trade creditors at 31 December 2009 was 48 days (2008: 75 days).
Financial instruments
The Group’s financial instruments principally comprise bank borrowings. It is, and has been throughout the period under review,
the Group’s policy that no trading in financial instruments shall be undertaken.
Warrants to
subscribe for
Ordinary shares
of 1p each held 
31 December 2009  
Ordinary shares
of 1p each held
31 December 2009
Warrants to
subscribe for
Ordinary shares
of 1p each held 
31 December 2008
Ordinary shares
of 1p each held 
31 December 2008
9,080,633
40,517,825
-
Daniel J Assor (Chief Executive)
Dr Michael J Sinclair (non-executive Chairman)*
Robin Morgan (non executive)
*Dr MJ Sinclair's interests are held by him personally and by Sinclair Montrose Trust Limited. Sinclair Montrose Trust Limited
is a company in which Dr MJ Sinclair and his immediate family have a controlling interest.
According to the register of Directors’ interests, no rights to subscribe for shares in or debentures of the Company or any
other Group company were granted to any of the Directors or their immediate families, or exercised by them, during the
financial year (except as indicated below):
2,554,214
14,509,791
-
4,088,633
40,517,825
-
2,554,214
14,509,791
-
At start of year
Number of options during the year
Granted/(surrendered) At end of year
Exercise Price
Pence
Date from which
exercisable
1,000,000
1,250,000
700,000
1,000,000
-
3,950,000
1,000,000
Daniel J Assor
Robin Morgan
Dr Michael J Sinclair
HB Markets Plc
Barclayshare Nominees Limited
Chase Nominees Limited
Mr Leopold Noe
The Zvhil-Mezbuz Rebbe, Grand Rabbi Y .A. Korff of Boston
L R Nominees Limited
HSDL Nominees Limited
TD Waterhouse (Nominees) Europe Limited
-
-
-
-
5,450,000
3,950,000
1,000,000
(1,000,000)
(1,250,000)
(700,000)
(1,000,000)
5,450,000
-
-
1.5 
3.62
4.375
2.5
1.0
2.375
21/11/2003
15/10/2006  
18/06/2007
17/11/2008
27/07/2009
16/05/2008
Ordinary shares Percentage
14,509,791
10,811,449
10,481,000
9,872,656
6,666,666
6,514,000
3,955,853
3,062,737
2,827,373
15.78
11.76
11.39
10.74
7.25
7.08
4.30
3.30
3.07
Accounts 2009  12/4/10  16:19  Page 10 9
Directors’ report 
(continued)
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk.  The Board reviews and
agrees policies for managing each of these risks and they are summarised below.  These policies have remained unchanged
throughout the year.
Interest rate risk
The Group finances its operations through a mixture of shareholders’ funds and borrowings.  The Group borrows principally in
Sterling at floating rates of interest.  At the year end, none of the Group’s external borrowings were at fixed rates.
Liquidity risk
The Group’s policy is to maintain a balanced financing structure.  Any necessary short term flexibility is achieved by the use of
overdraft facilities.
Political and charitable contributions
The Company made neither political contributions, nor donations to UK charities, during the year.  
Auditors
The auditors, Royce Peeling Green Limited have indicated their willingness under Section 489 of the Companies Act 2006 to
continue in office and a resolution that they be reappointed will be proposed at the Annual General Meeting.
By order of the Board
Dan Assor
Director
12 April 2010
Accounts 2009  12/4/10  16:19  Page 11 10
Board report on Corporate Governance
for the year ended 31 December 2009
As an AIM listed company, Totally Plc is not required to comply with the provisions of the Combined Code that apply to
companies with a full London Stock Exchange Listing.  The Board is accountable to the Company’s shareholders for good
corporate governance.  This statement describes how the principles of corporate governance are applied to the Company and
the Company’s compliance with the Code provisions set out in Section 1 of the Combined Code prepared by the Committee
on Corporate Governance.
The workings of the Board and its committees
During the year the Board comprised the non-executive Chairman, the Chief Executive and two other non-executive Directors.
The Board is responsible to shareholders for the proper management of the Group. A statement of the Directors’
responsibilities in respect of the accounts is set out on page 12.
The Board has a formal schedule of matters specifically reserved to it for decision. It meets at least ten times a year, reviewing
trading performance, ensuring adequate funding, setting and monitoring strategy, examining acquisition opportunities and
reporting to shareholders.  The non-executive Chairman has a particular responsibility to ensure that the strategies proposed
by the executive Directors are fully considered and also ensures that the Directors take independent professional advice as
required.
The Remuneration Committee and the Audit Committee is comprised exclusively of the non-executive Chairman and Company
Secretary. During the period they were as follows:
Dr M J Sinclair
P Stacey 
Remuneration Committee
The Remuneration Committee is responsible for making recommendations to the Board, within agreed terms of reference, on
the Company’s framework of executive remuneration and its cost. The Committee determines the contract terms,
remuneration and other benefits for each of the executive Directors, including performance-related bonus schemes, grant of
share options, pension rights and compensation payments.  The Board itself determines the remuneration of the non-executive
Directors and Company Secretary.
Further details of the Company’s policies on remuneration and service contracts are set out on page 11.
The only director to receive remuneration in 2009 was DJ Assor. His emoluments consisted only of salary and bonuses totalling
£148,000 (2008: £125,000). No director receives any other benefits or pension contributions.
Audit Committee
The Audit Committee provides a forum for reporting by the Group’s external auditors. The Committee is responsible for
reviewing a wide range of matters, including half year and annual results before their submission to the Board and for
monitoring the internal controls that are in force to safeguard shareholders’ investment and the Company’s assets. The
Committee advises the Board on the appointment of external auditors and on their remuneration for both audit and non-audit
work, and discusses the nature, scope and results of the audit with the external auditors.  The Committee keeps under review
the cost effectiveness and the independence and objectivity of the external auditors.
Internal control and risk management
The Board is responsible for establishing and maintaining the Group’s financial and non-financial controls. Internal control
systems are designed to meet the particular needs of the Group and the risks to which it is exposed and by their nature can
provide reasonable but not absolute assurance against material misstatement or loss.
The Board has overall responsibility for the Group and there is a formal schedule of matters specifically reserved for decision
by the Board. Each executive Director has responsibility for specific aspects of the Group’s affairs. The executive Directors
constitute the management committee which meets regularly to discuss day-to-day operational matters.
The key procedures which the Directors have established with a view to providing effective internal control are set out below.
Accounts 2009  12/4/10  16:19  Page 12 11
Board report on Corporate Governance
(continued)
Corporate accounting and procedures
Responsibility levels are communicated throughout the Group, setting out the ethos of the Group, delegation of authority and
authorisation levels, segregation of duties and other control procedures together with accounting policies and procedures.
Quality and integrity of personnel
The competence and integrity of personnel are ensured through high recruitment standards and subsequent training. High
quality of personnel is seen as an essential part of the control environment.
Identification of business risks
The Board is responsible for identifying the major business risks faced by the Group and for determining the appropriate course
of action to manage those risks.
Budgetary process
Each year the Board approves the annual budget and key risk areas identified. Performance is monitored and relevant action
taken throughout the year through the monthly reporting to the Board of variances from budget, updated forecasts for the year
and information on the key risk areas.
Investment appraisal
Capital expenditure is regulated by the budgetary process and authorisation levels.  
Going concern
The Directors have prepared the financial statements on a going concern basis, as explained in Note 3.
Directors’ remuneration
The Board is responsible for an overall remuneration package for executive Directors and other senior executives capable of
achieving the Group’s objectives and approved by the remuneration committee. The remuneration package is designed to
attract, retain and motivate executive Directors of the right calibre.
Fees
The fees for non-executive Directors are determined by the Board within the limits stipulated in the Articles of Association. The
non-executive Directors are not involved in any discussions or decisions about their own remuneration.
Details of amounts received by the Directors during the year ended 31 December 2009 are set out in note 7 to the financial
statements.
Contracts of service
The current executive Director, DJ Assor, has a service contract with the Company which can be terminated with a notice period
of one year by either party. The Company considers that this is appropriate for an executive Director.
Share options
Details regarding share options are set out in note 19 to the financial statements.
Accounts 2009  12/4/10  16:19  Page 13 12
Statement of Directors’ Responsibilities
The directors are responsible for preparing the report and the financial statements in accordance with applicable law and
regulations. 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have
elected to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as
adopted by the European Union and the company financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law. 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 company and of the profit or loss of the group for that period. The directors are also required to prepare financial
statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative
Investment Market.  
In preparing these financial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material 
departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will 
continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s
transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to
ensure that the financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for
safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Website publication
The directors are responsible for ensuring the annual report and the financial statements are made available on a website.
Financial statements are published on the company's website in accordance with legislation in the United Kingdom governing
the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility also
extends to the ongoing integrity of the financial statements contained therein.
Signed on behalf of the board of directors,
Dan Assor
Director
12 April 2010
Accounts 2009  12/4/10  16:19  Page 14 13
Independent auditors’ report  to the members of Totally plc
We have audited the financial statements of Totally Plc for the year ended 31 December 2009 which comprise the
Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity, the Consolidated
Statement of Financial Position, the Consolidated Statement of Cash Flows and the Company Balance Sheet and the related
notes. The financial reporting framework that has been applied in the preparation of the group financial statements is
applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial
reporting framework that has been applied in preparation of the parent company financial statements is applicable law and
United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 
This report is made solely to the company’s members, as a body, in accordance with 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 auditors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial
statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. 
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s
circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting
estimates made by the directors; and the overall presentation of the financial statements. 
Basis of audit opinion
We conducted our audit in accordance with International Auditing Standards (UK and Ireland) issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the
preparation of the financial statements, and of whether the accounting policies are appropriate to the Company’s and Group’s
circumstances, consistently applied and adequately disclosed.  
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.  
Accounts 2009  12/4/10  16:19  Page 15 14
Independent auditors’ report  to the members of Totally plc
(continued)
Opinion on financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and the parent company’s affairs as at 31 
December 2009 and of the group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
• the parent company’s financial statements have been properly prepared in accordance with United Kingdom Generally 
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Going concern
In forming our opinion, we have considered the adequacy of the disclosures made in note 3 to the financial statements
concerning the uncertainty as to the adequacy of the future funding of the Company and Group. In view of the significance of
this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion the information given in the directors’ report, Chairman’s statement, CEO’s statement, and Corporate
Governance statement. 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
Paul Randall (Senior Statutory Auditor)
for and on behalf of Royce Peeling Green Limited
Chartered Accountants
Statutory Auditor
12 April 2010
Accounts 2009  12/4/10  16:19  Page 16 15
Consolidated statement of comprehensive income
for the year ended 31 December 2009
Continuing operations
Revenue
Cost of Sales
Gross Profit
Administrative expenses
Profit / (Loss) before interest, tax, depreciation and amortisation
Depreciation
Amortisation
Operating Profit / (Loss)
Finance costs
Profit / (Loss) before taxation
Income tax
Profit / (Loss) for the year from continuing operations
Discontinued operations
Loss for the year from discontinued operations
Profit / (Loss) for the year
Earnings / (Loss) per share
Basic
Continuing operations
Discontinued operations
Diluted
Continuing operations
Discontinued operations
The accompanying notes on pages 20 to 40 form part of the financial statements
1,758
(381)
1,377
(1,204)
173
(5)
(24)
144
(19)
125
16
141
-
141
0.002p
-
0.002p
0.001p
-
0.001p
5
5
5
5
12
11
7
10
9
6
18
18
18
18
1,688
(429)
1,259
(1,287)
(28)
(9)
(22)
(59)
(40)
(99)
18
(81)
(1,000)
(1,081)
(0.1p)
(0.9p)
(1.0p)
(0.1p)
(0.9p)
(1.0p)
2009
£000
Note 2008
as restated
£000
Accounts 2009  12/4/10  16:19  Page 17 16
Consolidated Statement of Changes in Equity
for the year ended 31 December 2009
Group
At 1 January 2008
Prior year adjustment relating to revenue
recognition (see note 4)
Restated balance 1 January 2008
Loss for the year
Currency translation differences on foreign
currency net investments
Credit on issue of share options
Credit on issue of warrants
Restated balance at 31 December 2008
Profit for the year
Credit on issue of share options
Credit on issue of warrants
At 31 December 2009
The accompanying notes on pages 20 to 40 form part of the financial statements
Share
capital
£000
1,124
-
1,124
-
-
-
-
1,124
-
-
-
1,124
Share
premium
account
£000
3,353
-
3,353
-
-
-
-
3,353
-
-
-
3,353
Translation
Reserve
£000
1
-
1
-
(1)
-
-
-
-
-
-
-
Profit
and loss
account
£000
(3,947)
(53)
(4,000)
(1,081)
1
12
6
(5,062)
141
5
7
(4,909)
Equity share-
holders’
(deficit) / funds
£000
531
(53)
478
(1,081)
-
12
6
(585)
141
5
7
(432)
Accounts 2009  12/4/10  16:19  Page 18 17
Consolidated statement of financial position
at 31 December 2009
Assets 
Non Current Assets
Intangible fixed assets
Property, plant and equipment
Current Assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Short term borrowings
Non-current Liabilities
Investment in joint venture
Total Liabilities
Net (Liabilities) / Assets
Shareholders’ Equity
Called up share capital
Share premium account
Retained earnings
Equity Shareholders (Deficit) / Funds
Note
11
12
14
15
16
18
18
18
2009 2008 As restated
£000
51
7
-
290
14
£000
58
304
362
(386)
(561)
(947)
-
(947)
(585)
1,124
3,353
(5,062)
( 585)
£000
60
4
-
266
-
£000
64
266
330
(321)
(441)
(762)
-
(762)
(432)
1,124
3,353
(4,909)
(432)
As at 1 January
2008 As restated
£000
1,014
27
8
433
94
£000
1,041
535
1,576
(528)
(542)
(1,070)
(28)
(1,098)
478
1,124
3,353
(3,999)
478
The accompanying notes on pages 20 to 40 form part of the financial statements
These financial statements were approved by the Board of Directors on 12 April 2010 and were signed on its behalf by,
Dan Assor
Director
Accounts 2009  12/4/10  16:19  Page 19 18
Company balance sheet
at 31 December 2009
Assets
Non Current Assets
Property, plant and equipment
Investments in subsidiaries
Current Assets
Debtors
Cash and cash equivalents
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Short term borrowings
Total Liabilities
Net Liabilities
Shareholders’ Equity
Called up share capital
Share premium account
Retained earnings
Equity Shareholders Deficit
Note
12
13
14
15
16
18
18
18
20
2009 2008
£000
-
-
224
-
£000
-
224
224
(833)
(1,021)
(1,854)
( 1,630)
1,124
3,353
(6,107)
( 1,630)
£000
-
-
76
39
£000
-
115
115
(1,179)
(561)
(1,740)
(1,625)
1,124
3,353
(6,102)
(1,625)
The accompanying notes on pages 20 to 40 form part of the financial statements
These financial statements were approved by the Board of Directors on and were signed on its behalf by,
Dan Assor
Director
12 April 2010
Accounts 2009  12/4/10  16:19  Page 20 19
Consolidated cash flow statement
for the year ended 31 December 2009
Operating activities
Operating Profit / (Loss) from continuing operations
Option and warrants charge
Amortisation and depreciation
Decrease in inventories
Decrease in trade and other receivables
Decrease in trade and other payables
Cash Flow from continuing operations
Loss before taxation from discontinued operations
Depreciation
Movement in working capital from discontinued operations
Cash Flow from discontinued operations
R&D tax credit
Foreign tax on subsidiary profit
Net Cash Flow from operating activities
Investing activities
Purchase of intangible fixed assets
Purchase of property, plant and equipment
Cash disposed with subsidiary
Costs on disposal of subsidiary
Net Cash Flow from investing activities
Cash Flow / (Outflow) before financing
Financing activities
Interest paid
Net cash utilised in financing activities
Net Increase / (Decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Cash and cash equivalents comprise:-
Cash and short term deposits
Bank overdrafts
Note
18
11/12
21
9
6
11
12
21
16
2009 2008 
as restated
£000
144
12
29
-
24
(65)
144
-
-
-
-
16
-
160
(33)
(2)
-
-
(35)
125
(19)
(19)
106
(547)
(441)
-
(441)
(441)
£000
(59)
18
31
1
64
(32)
23
(43)
3
32
(8)
18
(5)
28
-
(8)
(35)
(44)
(87)
(59)
(40)
(40)
(99)
(448)
(547)
14
(561)
(547)
The accompanying notes on pages 20 to 40 form part of the financial statements
Accounts 2009  12/4/10  16:19  Page 21 20
Notes to the financial statements
for the year ended 31 December 2009
1. General information
Totally Plc is a public limited company (“Company”) incorporated in the United Kingdom under the Companies Act 1985
(registration number 3870101). The Company is domiciled in the United Kingdom and its registered address is Unit 611
Highgate Studios, 53-79 Highgate Road, London NW5 1TL. The Company’s Ordinary Shares are traded on the AlM Market of
the London Stock Exchange (“AIM”)
The Group’s principal activities have been publishing and the provision of internet and communication services. The Company’s
principal activity is to act as a holding company for its subsidiaries.
2. Authorisation of financial statements and statement of compliance with IFRS
The Company’s financial statements for the period ended 31 December 2009 were authorised for issue by the Board of
Directors and the balance sheet was signed on the Board’s behalf by D Assor on 9 April 2010.
The Company’s financial statements have been prepared with IFRS and International Financial Reporting Interpretations
Committee (“IFRIC”) interpretations as endorsed by the European Union, and with those parts of the Companies Act 1985 and
2006 applicable to companies reporting under IFRS. The Company’s financial statements have been prepared on the same
basis and as permitted by Section 408 of the Companies Act 2006 no income statement is presented for the Company. The
Company incurred a loss of £17,000 for the year ended 31 December 2009 (2008: loss £1,317,000).
3. Basis of preparation
The financial year represents the 365 days to 31 December 2009, and the prior financial year, 366 days to 31 December
2008. The financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (£000)
except when otherwise indicated.
The accounting policies set out in note 4 have been applied consistently to all periods presented in these consolidated financial
statements.
The financial statements are prepared on a going concern basis which the Directors believe to be appropriate for the following
reasons. The Group currently meets its day to day working capital requirements through two overdraft facilities which are
repayable on demand.  
The Group has confirmed the availability of a facility of £700,000 with Bank Hapoalim which was renewed on 8 July 2009
until 30 June 2010. As security for the facility, the bank has obtained the unlimited Joint and Several Guarantees of Dr. Michael
J. Sinclair (non-executive Chairman), and Mr Leo Noe.
In addition, a working capital facility of £50,000 has been agreed with NatWest which is secured on the Group’s debtor book.
This facility is due for renewal on 31 March 2010.
The Directors have prepared projected cash flow information for the period ending 12 months from the date of their approval
of these financial statements. 
On the basis of cash flow forecasts and discussions with the Group's bankers, the Directors consider that the Group will be
able to operate within the facilities currently agreed. 
Inherently, there can be no certainty in relation to these matters, but the Directors believe that the going concern basis of
preparation continues to be appropriate.    
Accounts 2009  12/4/10  16:19  Page 22 21
Notes to the financial statements
(continued)
4. Accounting policies
Basis of consolidation
The Group’s financial statements include the results of the Company and all its subsidiaries, together with the Group’s share
of the post-tax results of its joint ventures all of which are prepared up to the same date as the parent company. Uniform
accounting policies are adopted by all companies in the Group.
Subsidiaries
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally
accompanying a shareholding of more than one half of the voting rights. The results of subsidiaries are included in the Group
income statement from the date of acquisition until the date that such control ceases. Intercompany transactions and balances
between Group companies are eliminated upon consolidation. The results of The Jewish Advocate Publishing Corporation have
been included to 1 September 2008.
Joint ventures
Joint ventures are jointly controlled entities in which the Group has an interest. The Group’s share of the results of its joint
ventures is included in the Group income statement using the equity method of accounting.
Investments in joint ventures is carried in the Group balance sheet at cost plus post-acquisition changes in the Group’s share
of net assets of the entity, less any impairment in value.
Investments in subsidiaries and joint ventures are carried at cost less any impairment loss in the financial statements of the
Company.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can
be reliably measured. Revenue represents the amounts, excluding valued added tax derived from advertising, marketing and
technical services. Revenue is recognised in the profit and loss account on the accruals basis.
Revenue from advertising is recognised on the date of the specific publication to which the advert is included.
Revenue from technical services is recognised as contract activity progresses to the extent that revenue can be reliably
measured. Hosting and maintenance income within technical services is spread on a straight line basis over the period to which
the hosting and maintenance period relates.
Finance costs
Finance costs comprise interest payable on the bank overdrafts and are recognised on an accruals basis.
Intangible assets
Computer software is carried at cost less accumulated amortisation and any impairment loss. Externally acquired computer
software and software licences are capitalised at the costs incurred to acquire and bring into use the specific software. These
assets are considered to have finite useful lives and are amortised on a straight line basis over the estimated useful economic
lives of each of the assets, considered to be between three and five years. Computer software is carried at cost less
accumulated amortisation and any impairment loss. Costs relating to development of computer software are capitalised once
the recognition criteria are met. When the software is available for its intended use, these costs are amortised over the
estimated useful life of the software.
The carrying values of intangible assets are reviewed for impairment whenever events or changes in circumstances indicate
the carrying value may not be recoverable.
Accounts 2009  12/4/10  16:19  Page 23 22
Notes to the financial statements
(continued)
4. Accounting policies (continued)
Property, plant and equipment
Furniture and equipment is carried at cost less accumulated depreciation and any recognised impairment in value. Cost
comprises the aggregate amount paid to acquire asset and includes costs directly attributable to making the asset capable of
operating as intended
Depreciation is calculated to write down the cost of the assets to their residual values by equal instalments over the estimated
useful economic lives as follows:
Computer equipment - 2 and 5 years
Fixtures and fittings - 2 and 3 years
Short leasehold property - lease term
The assets’ residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate on an annual
basis. An item of furniture and equipment is de-recognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in the income statement in the period that the asset is
derecognised.
Impairment of assets
At each balance sheet date, the Company reviews amounts of its tangible fixed assets to determine whether there is any
indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
assets, which is the higher of its fair value less costs to sell and its value in use, is estimated in order to determine the extent
of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the company
estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. For tangible and intangible
assets excluding goodwill, the CGU is deemed to be cash generating asset or the trading company whichever is the smaller
CGU. For goodwill, the CGU is deemed to be the business acquired.
An impairment charge is recognised in the income statement in the period in which it occurs. Where an impairment loss
subsequently reverses due to a change in its original estimate, the carrying amount of the asset is increased to the revised
estimate of its recoverable amount. The increased amount cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior periods.
Trade and other receivables
Trade receivables, which are generally received on end of month following terms, are recognised and carried at the lower of
their original invoiced value and recoverable amount. Provision is made when it is likely that the balance will not be recovered
in full. Balances are written off when the probability of recovery is considered remote.
Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at bank and short-term deposits with an original maturity of
three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash
management are included as components of cash and cash equivalents for the purposes of the cash flow statement.
Accounts 2009  12/4/10  16:19  Page 24 23
Notes to the financial statements
(continued)
4. Accounting policies (continued)
Foreign currencies 
a) Foreign operations
On consolidation, assets and liabilities of foreign operations are translated into sterling at year-end exchange rates. The results
of foreign operations are translated into sterling at average rates of exchange for the year. The average US dollar to sterling
exchange rate for the period to 1 September 2008 was 1.97. Exchange differences arising from the retranslation at year-end
exchange rates of the net investment in foreign operations are taken to equity and are reported in the statement of recognised
income and expense.
b) Foreign currency transactions
Transactions denominated in foreign currencies are translated at the exchange rate at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rate ruling
at that date. Foreign exchange differences arising on translation are recognised in the income statement.
Leased assets
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership
to the Group. All other leases are classified as operating leases. 
The Company has a short lease on its premises.  This is accounted for as an ‘operating lease’ and the rental charges are
charged to the income statement on a straight line basis over the life of the lease.  Other operating leases are treated in the
same manner.  
Internally generated intangible assets – research and development expenditure 
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated
intangible asset arising from the Group’s technology development is recognised only if all of the following conditions are met:
• An asset is created that can be identified; 
• It is probable that the asset created will generate future economic benefits; and 
• The development cost of the asset can be measured reliably. 
Internally generated intangible assets are amortised on a straight-line basis over their useful economic lives.  Where no
internally-generated intangible asset can be recognised, development expenditure is recognised as an expense in the period
in which it is incurred.
Share-based payments
The Group provides benefits to employees (including Directors) of the Group in the form of share-based payment transactions,
whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).The fair value of
the employee services rendered is determined by reference to the fair value of the shares awarded or options granted,
excluding the impact of any non-market vesting conditions. All share options are valued using an option-pricing model (Black-
Scholes). This fair value is charged to the income statement over the vesting period of the share-based payment scheme, with
the corresponding increase in equity.
The value of the charge is adjusted in the income statement over the remainder of the vesting period to reflect expected and
actual levels of options vesting, with the corresponding adjustment made in equity.
Accounts 2009  12/4/10  16:19  Page 25 24
Notes to the financial statements
(continued)
4. Accounting policies (continued)
Income taxes
Current income tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation
authorities based on tax rates and laws that are enacted or substantively enacted by the balance sheet date. Deferred income
tax is recognised using the balance sheet liability method, providing for temporary differences between the tax bases and the
accounting bases of assets and liabilities. Deferred income tax is calculated on an undiscounted basis at the tax rates that are
expected to applying the period when the liability is settled or the asset is realised, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
Deferred income tax liabilities are recognised for all temporary differences, except for an asset or liability in a transaction that
is not a business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
Deferred income tax is charged or credited to the income statement, except when it relates to items charged or credited to
equity, in which case the deferred tax is also dealt with in equity. Deferred income tax assets and liabilities are offset against
each other only when the Company has a legally enforceable right to do so.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which the deductible temporary differences can be utilised.
Use of assumptions and estimates
The Company makes judgements, estimates and assumptions that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The resulting accounting estimates calculated using these judgements and
assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations
of future events. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision effects only that period, or in the period
of revision and future periods if the revision affects both current and future periods.
The estimates and assumption that have a significant effect on the amounts recognised in the financial statements are those
related to establishing depreciation and amortisation periods for the Company and the estimates in relation to future cash flows
and discount rates utilised in impairment testing.
Change in accounting policies
a) Change in revenue recognition policy
There has been a change in the revenue recognition policy in the year, and consequently the results of the previous year have
been restated. The board has reviewed the accounting policy specifically with reference to publications, where advertising
revenue is generated both via magazine advertising (print media) and online advertising. The past policy was to recognise
revenue on the earliest publication date, whether this was online or as published via print media. The new policy is to recognise
revenue on the latest publication date, whether this is online or published via print media. The change in policy reflects the
uncertainty and subjectivity in dividing advertising income between online and print media. The new policy provides more
relevant and reliable financial information.
The impact of the prior year adjustment on the Consolidated Statement of Comprehensive Income has been to increase the
revenue reported in 2008 by £4,000 and to reduce cost of sales by £1,000. There has been no impact on the tax credit. The
impact on the Statement of Financial Position is to increase accruals and deferred income at 31 December 2008 by £48,000
to £137,000, and by £53,000 to £161,000 at 1 January 2008.
In accordance with IAS1(revised) a balance sheet as at the date of the beginning of the earliest comparative period (1 January
2008) has been presented. Other than the disclosures in note 15 the change in accounting policy has not affected any other
balance sheet notes. 
Accounts 2009  12/4/10  16:19  Page 26 25
Notes to the financial statements
(continued)
4. Accounting policies (continued)
b) New standards and interpretations effective from 1 January 2009 
During the year the Group has adopted IAS 1, “Presentation of Financial Statements (revised 2007)”.
IAS 1, Presentation of Financial Statements (revised 2007) includes the requirement to present a Statement of Changes in
Equity as a primary statement and introduces the possibility of either a single Statement of Comprehensive Income (combining
the Income Statement and a Statement of Comprehensive Income) or to retain the Income Statement with a supplementary
Statement of Comprehensive Income. The first option has been adopted by Totally Plc. As this standard is concerned with
presentation only it does not have any impact on the results or net assets of the Group.
None of the other new standards, interpretations and amendments, also effective for the first time from 1 January 2009, have
had a material effect on the financial statements.
IFRS 8 Operating Segments is also mandatory for periods beginning on or after 1 January 2009 however the Group elected to
apply the standard early in its financial statements for the year ended 31 December 2008.
c) Standards, amendments and interpretations to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the
group’s accounting periods beginning after 1 January 2009 and which the group has decided not to adopt early.
Those likely to affect the Group:
Revised IFRS 3 Business Combinations (effective for accounting periods beginning on or after 1 July 2009. This revision was
endorsed by the EU on 15 June 2009. This revision requires prospective application and may result in acquisition costs being
recognised immediately in the Consolidated Statement of Comprehensive Income, intangible assets being recognised even
when it cannot be reliably measured, and the option to gross up the balance sheet for goodwill attributable to minority
interests. This will be applicable in the future if the Group were to make any further acquisitions, which is not currently
anticipated.
Amendment to IAS 27 Consolidated and Separate Financial Statements (effective for periods beginning on or after 1 July
2009). This amendment was endorsed by the EU on 15 June 2009. This amendment requires prospective application and
could result in a change in differences where acquisitions or disposals of subsidiaries are made in stages. This could be
applicable if the company made piecemeal acquisitions or disposals in the future, which is not anticipated,
None of the other standards are considered likely to have a material affect on the group’s financial statements.
Accounts 2009  12/4/10  16:19  Page 27 26
Notes to the financial statements
(continued)
5. Segmental analysis
Primary reporting format – business segments
The table below sets out information for the group’s business segments for the years ended 31 December 2009 and 2008.
Segment revenue represents revenue from external customers arising from the sale of goods and services.
The type of products sold by each segment is detailed in the Business Review.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis. 
Analysis by business segment 2009
Revenue
EBITDA
Depreciation
Amortisation
Operating (Loss) / Profit
Finance costs
(Loss) / Profit before tax
Income tax
(Loss) / Profit after tax
Segment assets
Segment liabilities
Other segment information:
Capital expenditure
Property, plant and equipment
Goodwill
Other intangible assets
Digital
marketing
£000
628
210
(5)
-
205
-
205
-
205
147
(92)
-
-
33
Total 
Continued
Operations
£000
1,758
173
(5)
(24)
144
(19)
125
16
141
330
(762)
2
-
33
Head
Office
£000
-
(289)
-
-
(289)
(19)
(308)
-
(308)
54
(549)
-
-
-
UK
Publishing
£000
1,130
252
-
(24)
228
-
228
16
244
129
(121)
2
-
-
Accounts 2009  12/4/10  16:19  Page 28 27
Notes to the financial statements
(continued)
5. Segmental analysis (continued)
Analysis by business segment 2008 as restated
Revenue
EBITDA
Depreciation
Amortisation
Operating (Loss) / Profit
Loss on disposal of subsidiary
Share of joint venture loss
Profit on disposal of joint venture
Finance costs
Loss / (Profit) before tax
Income tax
Loss / (Profit) after tax
Segment assets
Segment liabilities
Other segment information:
Capital expenditure
Property, plant and equipment
Goodwill
Other intangible assets
Discontinued
Operations
£000
471
(40)
(3)
-
(43)
(968)
(10)
21
-
(1,000)
-
(1,000)
-
-
-
-
-
Total
£000
2,159
(68)
(12)
(22)
(102)
(968)
(10)
21
(40)
(1,099)
18
(1,081)
362
(947)
8
-
-
Digital
marketing
£000
608
188
(3)
-
185
-
-
-
-
185
-
185
118
(119)
3
-
-
Total 
Continued
Operations
£000
1,688
(28)
(9)
(22)
(59)
-
-
-
(40)
(99)
18
(81)
362
(947)
8
-
-
Head
Office
£000
-
(322)
-
-
(322)
-
-
(40)
(362)
-
( 362)
115
(598)
-
-
-
UK
Publishing
£000
1,080
106
(6)
(22)
78
-
-
-
-
78
18
96
129
(230)
5
-
-
Segment revenue by geographical segment represents revenue from external customers based upon the geographical location
of the customer. The analyses of segment assets and capital expenditure are based upon the location of the assets.
Accounts 2009  12/4/10  16:19  Page 29 28
Notes to the financial statements
(continued)
Segment revenue by geographical segment represents revenue from external customers based upon the geographical location
of the customer. The analyses of segment assets and capital expenditure are based upon the location of the assets.
6. Discontinued operations
Discontinued operations during 2008 comprise the sale of The Jewish Advocate Publishing Corporation to The Zvhil-Mezbuz
Rebbe, Grand Rabbi Y.A Korff of Boston (“the Rebbe”) on 1 September 2008. In consideration for the sale, 20,500,000 1p
Ordinary Shares held by the “Rebbe” were redesignated as Deferred Shares.
The Deferred Shares issued carried no voting rights, no rights to attend general meetings of the Company, and no rights to
receive dividends. The Deferred Shares do carry a right to participate in any return of capital to the extent of 0.01 pence per
Deferred Share but only after each Ordinary Share has received in aggregate capital repayments totalling £1,000,000 per
Ordinary Share.
Therefore it is the opinion of the Board that the Deferred Shares are, for all practical purposes, valueless.
In addition warrants held by the Rebbe to subscribe for 4,394,350 Ordinary Shares were cancelled as part of the sale.
Furthermore under the terms of the agreement the Rebbe will pay additional consideration to the Company in the event of:-
1) a sale of the whole or a substantial number of the Jewish Advocate Shares; or
2) a sale of the whole or a substantial proportion of the business and assets of the Jewish Advocate.
This was 40 per cent of the difference between the consideration received by the Rebbe at the time of such sale and the value
of the Consideration shares (20,500,000 1p Ordinary Shares) on 1 September 2008 if the sale is effected within one year or
33 per cent of the difference in the event that such sale is effected within two years.
The directors believe that the likelihood of such a disposal is not probable, and therefore no asset has been recognised in the
financial statements.
Revenue
Segment assets
Other segment information:
Capital expenditure
Property, plant and equipment
Goodwill
Other intangible assets
2009
£000
1,758
297
2
-
33
2008 as
restated
£000
2,159
362
8
-
-
2009
£000
-
-
-
-
-
2008 as
restated
£000
471
-
-
-
-
2009
£000
1,758
330
2
-
33
UK operations US operations Total
2008 as
restated
£000
1,688
362
8
-
-
5. Segmental analysis (continued)
Secondary reporting format – Geographical segments
Analysis by geographical segment
Accounts 2009  12/4/10  16:19  Page 30 29
Revenue
Cost of sales
Gross Profit
Administrative expenses
Loss before interest, tax, depreciation and amortisation
Depreciation
Operating Loss
Finance costs
Loss before taxation
Income tax 
Loss for the period / year
2008
£000
471
(31)
440
(480)
(40)
(3)
(43)
-
(43)
-
(43)
Sales proceeds
Net assets disposed of:
Goodwill 
Property, plant and equipment
Cash at bank
Working capital – inventories, receivable and payables
Tax creditor
Costs of disposal 
Loss on disposal
£000
-
(941)
(17)
(35)
74
(5)
(44)
(968)
2009
£000
-
-
-
-
-
-
-
-
-
-
-
Operating cash flows
Investing cash flows
Net cash outflow
2008
£000
(13)
(35)
(48)
2009
£000
-
-
-
Notes to the financial statements
(continued)
6. Discontinued operations (continued)
The results of discontinued operations that have been included in the consolidated income statement are as follows. The 2009
results are for the full year to 31 December 2009, whilst 2008 results are to the date of disposal, 1 September 2008:-
The net cash flows attributable to discontinued operations are as follows:-
The basic earnings per share on discontinued operations is nil pence (2008: 0.9 pence earnings per share)
Details of the sale of The Jewish Advocate are analysed as follows:-
Accounts 2009  12/4/10  16:19  Page 31 30
Profit / (loss) on ordinary activities before and after taxation is stated
after charging:
Auditors’ remuneration for audit services
Auditors’ remuneration for non-audit services- tax services
Operating lease charges- land and buildings
Operating lease charges- other assets
Depreciation
Amortisation
2008
£000
21
3
75
7
12
22
2009
£000
26
3
46
5
5
24
2008
3
10
10
8
2
33
2009
2
8
6
6
1
23
Management
Technical and production
Editorial
Sales and marketing
Administrative
Number of employees
2008
£000
1,015
110
1,125
2009
£000
638
84
722
Wages and salaries
Social security costs
Notes to the financial statements
(continued)
7. Profit / (loss) on operating activities before taxation
Auditors’ remuneration includes £6,000 (2008: £6,000) for the Company.
8. Employee information
The average number of persons employed by the Company (including Directors) during the year, analysed by category, was as
follows:
Staff costs for the above employees during the year amounted to:
2008
£000
125
-
3
2009
£000
148
-
2
Directors’ emoluments
Gain made on exercise of share options
Number of directors entitled to share options
Directors’ emoluments
Accounts 2009  12/4/10  16:19  Page 32 31
Notes to the financial statements
(continued)
8. Employee information (continued)
Not included in directors emoluments above is a service contract with The Jewish Advocate Publishing Corporation which
entitles The Zvhil-Mezbuz Rebbe, Grand Rabbi Y.A. Korff of Boston to consultancy fees of $nil US Dollars per annum (2008:
$166,667 US Dollars).
Included in wages and salaries is a total charge for share based payments of £12,000 (2008: £18,000) which arises wholly
in both years from transactions accounted for as equity settled share based payment.
9. Taxation
a) Taxation charge
b) Taxation reconciliation
The current income tax credit for the period is explained below:
c) Deferred tax
Estimated tax losses of £3,699,000 (2008: £3,733,000) are available to relieve future profits of the Group. A deferred tax
asset has not been recognised in respect of these losses due to uncertainty as to the timing and tax rate at which these losses
will be utilised.
10. Finance costs
2008
£000
(18)
(18)
2009
£000
(16)
(16)
Research and development tax credit
Total current income tax credit charged in the income statement
2008
£000
40
2009
£000
19 On bank overdrafts
2008
£000
(1,086)
(304)
(18)
304
(18)
2009
£000
125
35
(16)
35
(16)
Profit / (Loss) before tax
Taxation at the standard UK income tax rate of 28 per cent (2008: 28 per cent)
Research and Development tax credit
Deferred Tax movement not provided for
Total income tax credit charged in the income statement
Accounts 2009  12/4/10  16:19  Page 33 32
Notes to the financial statements
(continued)
11. Intangible fixed assets
Group
Total
£000
460
33
493
409
24
433
60
51
Cost
At 1 January 2009
Additions
At 31 December 2009
Amortisation
At 1 January 2009
Amortisation during the year
At 31 December 2009
Net carrying value
At 31 December 2009
At 31 December 2008
Software
£000
460
33
493
409
24
433
60
51
Company
Total
£000
5
-
5
5
-
5
-
-
Software
£000
5
-
5
5
-
5
-
-
Cost
At 1 January 2009
Additions
At 31 December 2009
Amortisation
At 1 January 2009
Provided for the year
At 31 December 2009
Net carrying value
At 31 December 2009
At 31 December 2008
Accounts 2009  12/4/10  16:19  Page 34 33
Notes to the financial statements
(continued)
12. Property, plant and equipment
Group
Total
£000
235
2
-
237
228
5
-
233
4
7
Fixtures and
fittings
£000
51
-
-
51
45
5
-
50
1
6
Cost
At 1 January 2009
Additions
Disposals
At 31 December 2009
Depreciation
At 1 January 2009
Provided for year
Disposals
At 31 December 2009
Net book value
At 31 December 2009
At 31 December 2008
Computer
equipment
£000
130
2
-
132
129
-
-
129
3
1
Short
leasehold property
£000
54
-
-
54
54
-
-
54
-
-
Company 
Total
£000
72
72
-
-
Fixtures and
fittings
£000
11
11
-
-
Cost
At 1 January and 31 December 2009
Depreciation
At 1 January and 31 December 2009
Net book value
At 31 December 2009
At 31 December 2008
Computer
equipment
£000
7
7
-
-
Short
leasehold property
£000
54
54
-
-
Accounts 2009  12/4/10  16:19  Page 35 34
Notes to the financial statements
(continued)
13. Investments
Company
The subsidiary companies, all of which have been consolidated at 31 December 2009 are as follows:
Nature of business
Online media
Print media
Technical and marketing services
Dormant
Subsidiary undertakings held directly
Totally Jewish.com Limited 
The Jewish News Limited
Totally Communications Limited
London Jewish News Limited
Country of
incorporation
England
England
England
England
Percentage of
equity capital Held
100
100
100
100
Total
£000
-
-
-
Investments in share capital of wholly owned subsidiaries
Cost
At beginning of year
Disposals
At end of year
14. Trade and other receivables
Company
2008
£000
-
-
9
56
11
76
Trade receivables
Amounts due from group undertakings
Other debtors
Other taxation and social security
Prepayments and accrued income
Company
2009
£000
-
170
10
-
44
224
Group
2008
£000
192
-
65
-
33
290
Group
2009
£000
199
-
10
-
57
266
15. Trade and other payables
Company
2008
£000
28
1,142
-
-
9
1,179
Current
Trade payables
Amounts owed to group undertakings
Other taxes and social security
Other creditors
Accruals and deferred income
Company
2009
£000
11
723
38
-
61
833
Group
2008 as
restated
£000
122
-
127
-
137
386
Group as at 
1 January 2008
as restated
£000
271
-
96
-
161
528
Group
2009
£000
114
-
62
10
135
321
Accounts 2009  12/4/10  16:19  Page 36 35
Notes to the financial statements
(continued)
Secured liabilities
The Group’s financial liabilities during the year ended 31 December 2009 were represented by two overdraft facilities, both
repayable in less than one year. 
One overdraft is secured by a debenture over the Group’s trade debtors aged under 90 days, with a limit of £50,000 charging
interest at 3.75 per cent above bank base rate per annum. 
The second facility has a limit of £700,000 charging interest at 2 per cent above bank base rate per annum. As security for
the second facility, the bank has obtained the unlimited Joint and Several Guarantees of Dr Michael J. Sinclair (non-executive
Chairman), and Mr Leo Noe.  
At 31 December 2009 there was no difference between the book and fair value of the Group’s financial liabilities.  There were
no fixed rate liabilities during the year.
All monetary assets and liabilities at the balance sheet date are held in Sterling, the Group’s functional currency.
16. Financial liabilities – Borrowings
Company
2008
£000
561
Current
Bank overdrafts
Company
2009
£000
1,021
Group
2008
£000
561
Group
2009
£000
441
17. Financial instruments
The Group’s financial instruments comprise cash and various items, such as trade receivables and trade payables that arise
directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operation.
Fair values of financial instruments
For the following financial assets and liabilities: long-term borrowings, short-term borrowings, trade and other payables, trade
and other receivables and cash at bank and in hand, the carrying amount approximates the fair value of the instrument due
to the instrument bearing interest at market rates and/or the short-term nature of the instrument.
Maturity of financial liabilities Company
2008
£000
561 Amounts payable within one year
Company
2009
£000
1,021
Group
2008
£000
561
Group
2009
£000
441
Accounts 2009  12/4/10  16:19  Page 37 36
Notes to the financial statements
(continued)
Issue of deferred shares
On 30 September 2008 20,500,000 1p Ordinary Shares were redesignated as Deferred Shares.
The Deferred Shares issued carry no voting rights, no rights to attend general meetings of the Company, and no rights to receive
dividends. The Deferred Shares do carry a right to participate in any return of capital to the extent of 0.01 pence per Deferred
Share but only after each Ordinary Share has received in aggregate capital repayments totalling £1,000,000 per Ordinary
Share.
Earnings per share
The calculation of the basic earnings / (losses) per share is based on the profit of £141,000 (2008 as restated: loss of
£1,081,000) and on 91,947,934 (2008: 107,322,909) ordinary shares being the weighted average number of shares in
issue during the period. The diluted loss per share for 2009 is based on a profit of £141,000 and 91,947,934 ordinary shares,
16,943,333 outstanding options and 100,213,012 outstanding warrants. The diluted earnings per share in 2008 is the same
as the basic earnings per share. In accordance with IAS 33 which prescribes that potential ordinary shares should only be used
as dilutive when, and only when, their conversion to ordinary shares would decrease net profit or increase net loss per share
from continuing operations.
Share options
On 27 July 2009 7,575,000 share options at an exercise price ranging between 1.5 pence and 4.38 pence per share were
surrendered and 10,575,000 new options were issued at an exercise price of 1 pence per share. The options are exercisable
from the date of issue up to 27 July 2019.
On 8 October 2009, 1,050,000 share options at an exercise price ranging between 1.5 pence and 3.62 pence per share were
surrendered and a further 3,050,000 share options were issued at an exercise price of 1 pence per ordinary share. The options
are exercisable from the date of issue up to 8 October 2019.
In summary at 31 December 2009, there are 16,943,333 options still in issue.
Warrants currently in issue
On 21 May 2002, in conjunction with a share placing, subscribers to the placing shares were issued 4,583,329 warrants (one
warrant for every four shares subscribed). The warrants are exercisable at 5 pence per ordinary share. The warrants are
exercisable in the 45 day periods following either publication of the Company’s half year results or adoption of the Company’s
annual accounts.  The last exercise period is the earliest of either the 45 day period following the adoption of the Company’s
accounts for the year ended 31 December 2008 or, subject to certain exceptions, on a winding up of the Company where
there is a surplus payable to the ordinary share holders.
18. Share capital and reserves 31 December
2008
£000
1,250 
205
919  
205
1,124
Authorised
125,000,000 ordinary shares of 1p each (2008: 125,000,000)
20,500,000 deferred shares of 1p each (2008: 2,050,000)
Allotted, called up and fully paid
91,947,934 ordinary shares of 1p each (2008: 91,947,934)
20,500,000 deferred shares of 1p each (2008: 20,500,000)
Total called up share capital
31 December
2009
£000
1,250 
205
919  
205
1,124
Accounts 2009  12/4/10  16:19  Page 38 37
Notes to the financial statements
(continued)
18. Share capital and reserves (continued)
On 18 June 2004, 10,000,000 warrants were issued at an exercise price of 5 pence per ordinary share and 4,394,350
warrants were issued at an exercise price of 4.375 pence per ordinary share. The warrants are exercisable from the date of
issue up to 18 June 2011. The 4,394,350 warrants have been cancelled on 30 September 2008 as part of the disposal of
The Jewish Advocate Publishing Corporation (see note 6).
On 30 September 2008 70,000,000 warrants were issued at an exercise price of 1 pence per ordinary share. The warrants
are exercisable from the date of issue and have no fixed expiry date.
On 27 July 2009, 6,752,538 warrants at an exercise price ranging between 1.5 pence and 4.38 pence were surrendered and
16,752,538 new warrants were issued at an exercise price of 1 pence share.  The warrants are exercisable from the date of
issue up to 27 July 2019.
On 8 October 2009 166,666 warrants were issued at an exercise price of 1 pence per ordinary share. The warrants are
exercisable from the date of issue up to 8 October 2019.
In summary at 31 December 2009, there are 100,123,012 warrants still in issue.
Share premium account
The share premium account represents the amounts received by the Company on the issue of Ordinary Shares that are in
excess of the nominal value of the issued shares.
19. Share-based payment
During the year ended ending 31 December 2009 the Group and Company had two share based payment arrangements as
described below.
a) Employee Share Options
Totally plc Enterprise Management Incentive Plan
The estimated fair value of each option has been calculated using the Black Scholes option pricing model for different
options granted between 17 December 2002 and 8 October 2009. The estimated fair value of options varies between 0.9
pence and 0.04 pence. The model inputs are share price at grant date, exercise price, expected volatility of 29 per cent,
no expected dividends, contractual life of three years, and a risk free interest rate of four per cent. It has been estimated
that 21% of options granted will be forfeited due to employees leaving during the three year vesting period. The actual
contractual life of 10 years has been used in the calculation. A reconciliation of option movements over the year is shown
below:
Accounts 2009  12/4/10  16:19  Page 39 38
Notes to the financial statements
(continued)
19. Share-based payment (continued)
20. Company changes in equity
a) Employee Share Options
Range of exercise price (Pence)
Weighted average exercise price (Pence)
Number of shares - 000’s
Weighted average remaining life years – Expected
Weighted average remaining life years – Contractual
2009
1.00 – 3.62
1.18
16,943
10
10
2008
2.70 – 4.00
2.89
12,243
3
3
Expense arising from share option plans
Expense arising from issue of share option warrants
2009
5
7
2008
12
6
b) Warrants
The estimated fair value of each warrant has been calculated using the Black Scholes option pricing model for different
warrants granted as outlined in Note 18. The estimated fair value of warrants varies between 0.8 pence and 0.01 pence.
The model inputs are share price at grant date, exercise price, expected volatility of 29 per cent, no expected dividends,
contractual life of three years, and a risk free interest rate of four per cent. A three year contractual life has been used to
reflect the non-tradability of the warrants compared to the actual contractual life of seven years. The full cost of the warrants
is recognised at the date of grant.
Expenses charged to the profit and loss in the year in respect of share based payments are as follows for the Group and
Company:
Equity share
holders’ 
deficit
£000
(1,625)
-
(17)
5
7
(1,630)
Company
At 1 January 2009
Share transfer
Loss for the year
Credit on issue of share options
Credit on issue of warrants
At 31 December 2009
Profit 
and loss 
account
£000
(6,102)
-
(17)
5
7
(6,107)
Share 
premium
account
£000
3,353
-
-
-
-
3,353
Share  Capital 
Deferred 
Shares
£000
205
-
-
-
-
205
Share  Capital
Ordinary 
Shares
£000
919
-
-
-
-
919
2008 Weighted
average price
Pence
2.89
1.00
3.33
-
-
2.59
2.95
Outstanding at 1 January 2009
Granted
Surrendered
Exercised
Expired
Outstanding at 31 December 2009
Exercisable
Number
‘000s
13,867
1,000
(2,624)
-
-
12,243
13,467
2009 Weighted
average price
Pence
2.59
1.00
2.93
-
-
1.18
1.67
Number
‘000s
12,243
13,625
(8,625)
-
-
16,943
16,943
Accounts 2009  12/4/10  16:19  Page 40 39
Notes to the financial statements
(continued)
21. Notes to the cash flow statement
Notes to the financial statements
(continued)
21. Notes to the cash flow statement
(i) Cash flows relating to discontinued operations
Cash flows from operating activities
Loss before taxation from discontinued operations
Depreciation
Decrease in inventories
Decrease in trade and other receivables
Increase in trade and other payables
Foreign tax on subsidiary profit
Net cash utilised by operating activities
Cash flows from investing activities
Purchase of non current assets
Cash disposed with subsidiary
Net cash utilised by investing activities
Cash flow before financing
Cash flows from financing activities
Interest received
Net cash from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at 31 December 2009
2009
£000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2008
£000
(43)
3
6
28
(2)
(8)
(5)
(13)
-
(35)
(35)
(48)
-
-
(48)
48
-
22. Commitments
a) Capital expenditure commitments
At 31 December 2009 the Group had no capital commitments.
b) Operating leases agreements
At 31 December 2009 the Group had the following annual commitments under non-cancellable operating leases:
Total
2008
£000
14
-
3
17
Commitments which expire:
Within 1 year
Between 1 and 2 years
Between 2 and 5 years
Total
2009
£000
2
32
-
34
Other Assets
2008
£000
2
4
-
6
Land and
buildings 2008
£000
-
28
-
28
Accounts 2009  12/4/10  16:19  Page 41 40
Notes to the financial statements
(continued)
23. Related party transactions
The Group has taken advantage of the exemption available under IAS 24, “Related Party Disclosures”, not to disclose details
of transactions with its subsidiary undertakings.
The following related party transactions have been carried out at arms length and are required to be disclosed in accordance
with IAS24.
As set out in note 1, Dr Michael Sinclair, and Mr Leo Noe have provided guarantees in respect of the Group’s current overdraft
facility. 
In 2009, purchases of £2,000 (2008: £4,000), on an arm’s length basis were made from J Margolis, mother of A Margolis
who is a director of Totallyjewish.com Limited. A balance of £nil (2008: £1,000) is included in trade creditors at the year end.
Included in trade debtors is an amount of £15,000 (2008: £30,000) due from Totally Jewish Travel Inc., a company in which
the Group had a joint venture interest, that was sold during 2008. Sales of £5,000 (2008: £54,000) relating to system
support have been made in the year. Balances of £nil due from Totally Jewish Travel Inc. (2008: £18,000) have been written
off during the year.
During 2009, 9,080,633 warrants (2008: nil) and 5,450,000 options (2008: nil) have been granted to D Assor. The exercise
prices are 1 pence per option and per warrant.
During 2009, 7,671,905 warrants (2008: nil) and 5,125,000 options (2008: nil) have been granted to A Margolis. The
exercise prices are 1 pence per option and per warrant.
During 2009, no warrants (2008: 35,000,000) have been granted to Dr M Sinclair. The exercise price is 1 pence per  warrant.
24. Contingent liabilities
The company is party to a group banking arrangement with NatWest Bank Plc which includes a debenture, unlimited corporate
guarantee and letters of offset between Totally Plc, Totally Communications Limited, The Jewish News Limited and
TotallyJewish.com Limited. Totally Plc has a contingent liability in respect of these borrowings which at 31 December 2009
amounted to £nil (2008: £nil).
Accounts 2009  12/4/10  16:19  Page 42 41
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Totally plc will be held at the offices of Totally plc, Unit 611
Highgate Studios, 53-79 Highgate Road, Kentish Town, London NW5 1TL on 12 May 2010 at 12:00 p.m. for the transaction
of the following business:
As Ordinary Business to consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary
Resolutions:
1. To receive and adopt the report of the directors of the Company and the audited accounts for the Company for the year 
ended 31 December 2009;
2. To re-appoint Dr M Sinclair as director of the Company, who retires in accordance with Article 14 of the Company’s Articles 
of Association;
3. To re-appoint Royce Peeling Green Limited as auditors of the Company and to authorise the directors to fix their 
remunerations.
As Special Business to consider and, if thought fit, pass the following resolutions of which Resolution 4 will be proposed as
an Ordinary Resolution and Resolution 5 will be proposed as a special Resolution:
4. That for the purpose of section 551 of the Companies Act 2006 (the “Act”) the Directors be and are hereby generally and 
unconditionally authorised to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe 
for or to convert any security into shares in the Company (“Rights”) during the period exploring at the end of the next annual 
general meeting of the Company to be held after the date of the passing of this resolution or, if earlier, fifteen months from 
the date of the passing of this resolution provided that such power be limited to:
(a) the allotment of up to 100,123,012 Ordinary Shares pursuant to or in connection with warrant instruments entered into 
on or prior to the date of this resolution
(b) the allotment of up  to 16,943,333 Ordinary Shares pursuant to or in connection with share options granted on or prior 
to the date of this resolution; and
(c) the allotment of relevant securities (other then pursuant to paragraphs (a) and (b) above) up to an aggregate nominal 
amount of £900,000, to such person or persons and on such terms as they think fit;
and that the Company be and is hereby authorised to make prior to the expiry of such period referred to in this Resolution 4
any offer or agreement which would or might require shares to be alloted or Rights to be granted after the expiry of the said
period and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding the
expiry of the authority given by this Resolution, provided that this resolution shall not affect the right of the Directors to allot
shares or grant Rights in pursuance of any offer or agreement entered into prior to the date hereof.
5. That subject to the passing of Resolution 4 set out above the Directors be and are empowered in accordance with Section
570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred on
them by that Resolution, as if Section 561 (1) of the Act did not apply to such allotment provided that the power conferred
by this Resolution shall be limited to:
(a) the allotment of up to 100,123,012 Ordinary Shares pursuant to or in connection with warrant instruments entered into 
on or prior to the date of this resolution
(b) the allotment of up  to 16,943,333 Ordinary Shares pursuant to or in connection with share options granted on or prior 
to the date of this resolution; and
(c) the allotment of relevant securities (other then pursuant to paragraphs (a) and (b) above) up to an aggregate nominal 
amount of £900,000, to such person or persons and on such terms as they think fit;
Accounts 2009  12/4/10  16:19  Page 43 42
Notice of Annual General Meeting
(continued)
and that this power, unless renewed, shall expire at the end of the next annual general meeting of the Company to be held
after the date of the passing of this resolution or, if earlier, fifteen months from the date of the passing of this resolution but
shall extend to the making, before such expiry, of an offer or agreement which would or might require equity securities to be
allotted after such expiry and the conferred hereby had not expired.
By order of the Board
Paul Stacey
Company Secretary
Registered Office:
Unit 611, Highgate Studios
53-79 Highgate Road
London NW5 1TL
Dated: 12 April 2010
Notes:
1. Please indicate how you wish your votes to be cast in respect of the resolutions to be proposed at the said meeting. If you
do not indicate how you wish your proxy to use your votes, the proxy will exercise his discretion both as to how he votes and
as to whether or not he abstains from voting. Your proxy will have the authority to vote at his discretion on any amendment or
other motion proposed at the meeting, including any motion to adjourn the meeting.
2. If you prefer to appoint some other person or persons as your proxy, strike out the words “the Chairman of the Meeting, or”
and insert in the blank space the name or names preferred and initial the alteration. A proxy need not be a member of the
Company. Completion of a form of proxy will not preclude a member from attending and voting in person.
3. In the case of joint holders, the signiture of the holder whose name stands first in the relevant register of members will
suffice as the vote of such holder and shall be accepted to the exclusion of the votes of the other joint holders. The names of
all joint holders should, however, be shown.
4. If a member is a corporation, this form must be executed either under its common seal or under the hand of an officer or
agent duly authorised in writing. In the case of an individual the proxy must be signed by the appointor or his agent, duly
authorised in writing.
This form of proxy has been sent to you by post, it may be returned by post or courier or by hand to the Company’s Registrars,
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. CREST members should use the CREST
electronic proxy appointment service and refer to note 5 below in reletion to the submission of a proxy appointment via CREST.
In each case the proxy appointment must be received not less than 48 hours before the time for the holding of the meeting
or adjourned meeting together (exept in the case of appointments made electronically) with any authority(or a notarially
certified copy of such authority) under which it is signed.
5. CREST members who wish to appoint a proxy or proxies throgh the CREST electronic proxy appointment service may do so
for the Annual General Meeting to be held on the above date and any adjournment(s) thereof by using the procedures
described in the CREST manual. CREST personal members or other CREST sponsered members who have appointed a voting
service provider(S), who will be able to take the appropriate action on their behalf.
Accounts 2009  12/4/10  16:19  Page 44 43
Notice of Annual General Meeting
(continued)
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a
“CREST proxy instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications
and must contain the information required for such instructions as described in the CREST manual. The message, regardless
of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy
must, in order to be valid, be transmitted so as to be received by the Company’s agent (ID: RA10) by the latest time (S) for
receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the
time (as determined by the timestamp applied to the message by the CREST applications host) from which the Company’s
agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and
limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting
service provider(s), to procure that his CREST sponsor or votint service provider(s) take(s) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections
of the CREST manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST proxy instruction in the circumstances set out in regulation 35(5) (a) of the
Uncertificated Securities Regulations 2001.
6. Pursuant to regulation 41 (1) of the Uncertificated Securities Regulations 2001 (2001 No. 3755) the Company has
specified that only those members registered on the register of members of the Company at 12pm on 10 May 2010 shall be
entitled to attend and vote at the AGM in respect of the number of Ordinary Shares registered in their name at the time.
Changes to the register of members after 12pm on 10 May 2010 shall be disregarded in determining the rights of any person
to attend and vote at the AGM.
Accounts 2009  12/4/10  16:19  Page 45 Accounts 2009  12/4/10  16:19  Page 46 Accounts 2009  12/4/10  16:19  Page 47 Unit 611 Highgate Studios
53-79 Highgate Road
Kentish Town
London NW5 1TL
T: 020 7692 6929
F: 020 7692 6689
www.totallyplc.com
www.totallycommunications.com
www.risedigital.com
www.thejngroup.com
Accounts 2009  12/4/10  16:19  Page 48