2009
Report & Accounts for the year ending May 2011
Haynes Publishing Group P .L.C.
ANNUAL
REPORT 2011
Report & Accounts for the year ending May 2011 Haynes
Worldwide Offices
Head Office 
Haynes Publishing Group P.L.C. 
Sparkford, Yeovil, Somerset  BA22 7JJ, England
Telephone: 01963 440635
Fax: 01963 440825
E-mail: info@haynes.co.uk
Website: www.haynes.co.uk/investor
International Telephone: +44 1963 440635
Fax: +44 1963 440825
Sales Contact Information
Telephone: 01963 442030
Fax: 01963 440001
E-mail: sales@haynes.co.uk
Online Sales: www.haynes.co.uk
UK and European Offices
Haynes Publishing 
Sparkford, Yeovil, Somerset  BA22 7JJ, England
Telephone: 01963 442030
Fax: 01963 440001
E-mail: sales@haynes.co.uk
Website: www.haynes.co.uk
Haynes Publishing Nordiska AB
Box 1504, 751 45 Uppsala, Sweden
Telephone: +46 18 124016
Fax: +46 18 102803
E-mail: haynes.nordiska@telia.com
Website: www.haynes.se
Vivid Automotive Data & Media B.V.
Koningsweg 29a
NL – 3762 EA SOEST, Holland
Telephone: +31 (35) 603 6270
Fax: +31 (35) 602 7597
E-mail: info@vivid-europe.com
Website: www.vivid.nl
American and Australian Offices
Haynes Manuals Inc.
861 Lawrence Drive, Newbury Park  
CA 91320, United States of America
Telephone: (805) 498-6703
Fax: (805) 498-2867
E-mail: sales@haynes.com
Website: www.haynes.com
Haynes Manuals Inc.
63 Fairford Road, Padstow  NSW 2211, Australia
Telephone: 61 2 8713 1400
Fax: 61 2 9708 3070
E-mail: sales@haynes.com.au
Website: www.haynes.com
Haynes Publishing Group P.L.C.  Annual Report & Accounts 2011 c ontents
Corporate Statement             2
Financial Highlights     3
Five Year Summary of Key Financial Performance   4
Group Chairman’s Statement    6
Group Chief Executive’s Review   8
Group Board Directors and Advisors   13
Group Board Director Biographies   14
Report of the Directors    16
Corporate Governance    20
Board Report on Remuneration   26
Statement of Directors’ Responsibilities   33
Independent Auditor’s Report    34
Consolidated Income Statement   36
Consolidated Statement of Comprehensive Income   37
Consolidated Balance Sheet    38
Consolidated Statement of Changes in Equity   39
Consolidated Cash Flow Statement   40
Notes to the Consolidated Financial Statements   41
Company Balance Sheet    76
Notes to the Company Accounts   77
Financial Calendar and Shareholder Information   83
Haynes Worldwide Offices         Facing this page Haynes Publishing Group P .L.C. is the worldwide market leader in the 
production and sale of automotive and motorcycle repair manuals. 
Every Haynes manual is based on a complete strip-down and rebuild 
in our workshops, so that the instructions and photographs to our 
customers are inherently practical, accurate and easy to follow.
Through its Dutch subsidiary Vivid Holding BV, the Haynes Group  
is a leading European supplier of digital technical information to the 
motor trade, thereby broadening the Group’s business to include 
professional as well as DIY mechanics and enthusiasts.
The Haynes Group publishes many other DIY titles as well as  
an extensive array of books about motor sport, vehicles and  
general transport.
Corporate Headquarters
Haynes Publishing Group P.L.c .
Sparkford, Yeovil, Somerset BA22 7JJ England
Telephone: 01963 440635 (International: +44 1963 440635)
Fax: 01963 440825 (International: +44 1963 440825)
c orporate Statement
2
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011 • Like-for-like Group revenue up 1% at £33.76 million 
[1]
 
 (2010: £33.31 million) 
 
• Reportable Group revenue of £32.74 million     
 (2010: £33.31 million)
• Group operating profit of £7.69 million  
 (2010: £7.69 million)
• Group pre-tax profit of £7.18 million  
 (2010: £7.17 million)
• North America & Australia segmental operating profits of 
 £4.41 million ($6.99 million) 
 (2010: £4.01 million, $6.35 million)
• UK and Europe segmental operating profits of £2.40 million
 (2010: £2.19 million)
• Basic earnings per share of 29.0 pence 
 (2010: 28.6 pence)
• Net funds of £5.38 million 
 (2010: £3.84 million)
• Total dividend per share for the year of 15.7 pence 
 (2010: 15.5 pence)
[1]
 Like-for-like revenue excludes the impact of a change in terms with a significant 
customer which reduced revenue by £1.02 million. This was matched by  
a corresponding reduction in advertising allowances.
Financial Highlights
for the Year Ended
31 May 2011  
3
corporate Statement 4
Following the strategic 
review of underperforming 
areas of the business the 
Group closed its French 
operation in November 
2006. This was followed 
by the disposal of Sutton 
Publishing in January 2007 
for £3.0 million. The impact 
of the restructuring led to 
a one-off charge to the 
Income Statement of £2.9 
million but net cash ended 
the year at £6.5 million. 
The impact of a weakened 
US Dollar against Sterling 
adversely affected 
reportable Group revenue 
and pre-tax profits by £1.5 
million and £0.4 million 
respectively.
At the beginning of the 
financial year the Group 
acquired the trade and 
assets of Bookworks 
Pty, the most prominent 
distributor of automotive 
repair information in 
Australia for £0.7 million. 
This was followed in 
February 2008 by the 
acquisition of Vivid Holding 
BV, a leading European 
supplier of digital technical 
information to the motor 
trade for £6.2 million. The 
acquisition of Vivid gave the 
Group access to language 
translation, 
web development, DVD 
production and digital 
security expertise which 
would be strategically 
important in developing 
the Group’s multi-media 
platforms going forward.
The first signs of an 
economic downturn were 
felt in the US in August 
2007.
In February 2009 the 
Group sold its loss making 
UK print operation for 
£0.4 million. Following 
the sale, the Group’s 
printing operations were 
centralised in the US 
where a new binding 
line was purchased 
for £1.8 million. After 
acquisition costs in 2008 
of £6.9 million and capital 
expenditure in 2008/09 
of £4.4 million, the Group 
ended the year with net 
cash of £1.4 million. Vivid 
set up a new product 
2007 2008 2009
Year
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
 
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
29.2 31.1 35.3 33.3 32.7 7.2 7.0 7.6 7.7 7.7 7.1 7.1 7.1 7.2 7.2 31.6 30.8 29.4 28.6 29.0 15.5 15.5 15.5 15.5 15.7 6.5 0.2 1.4 3.8 5.4
FIvE YEar Su MMar Y  
o F KEY FInanc IaL PEr For Manc E
31 May
Profit before tax £ million
31 May
operating profit £ million
31 May
Turnover £ million
4
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011 5
development subsidiary 
in Romania. A crisis in the 
World’s financial markets 
led to a deepening global 
economic downturn 
impacting all areas of  
the Group.
At the start of the 
financial year the UK 
business implements a 
new fully integrated IT 
system at a cost of £0.4 
million. Following the sale 
of the UK print business 
in 2009 all parts of the 
Haynes Group are profit 
making for the first time 
in 10 years. In the US, 
the introduction of a new 
digital press allows the 
Group to extend the life of 
titles by printing smaller 
quantities of titles 
on demand. Global market 
conditions 
remain very weak 
but like-for-like sales in 
the UK, Scandinavia and 
Australia are ahead of the 
prior year. In May 2010 the 
Group celebrates its 50th 
Anniversary.
On 1 June 2010 John 
Haynes steps down as 
Group Chairman after 50 
years but remains on the 
Board as Founder Director.  
J Haynes is appointed 
Group Chairman; Jeremy 
Yates-Round and Alex 
Kwarts are appointed to 
the Executive Board. The 
US business embarks on 
‘Project 50’, a programme 
to restore an old Ford 
Mustang convertible to 
show condition with live 
webcam and video footage 
available through the US 
website and You Tube. 
Extreme weather conditions 
in the third quarter impacts 
US revenue but sales 
bounce back in the fourth 
quarter. Work continues 
on a new Haynes digital 
platform.
2011
31 May
Dividends per share pence
31 May
Basic earnings per share pence
31 May
net funds £ million
5
2010
Year
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
 
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
29.2 31.1 35.3 33.3 32.7 7.2 7.0 7.6 7.7 7.7 7.1 7.1 7.1 7.2 7.2 31.6 30.8 29.4 28.6 29.0 15.5 15.5 15.5 15.5 15.7 6.5 0.2 1.4 3.8 5.4 6
In this my first full year as Group 
Chairman I am pleased to report that 
the last twelve months has been a busy 
period for the Haynes Group. Over 
the last couple of years the focus of 
management has been on the financial 
management of the business, ensuring 
the Group is well placed to meet the 
challenges associated 
with the global economic 
downturn. However, with a 
stable underlying business 
and a strong balance  
sheet, management can 
now once again re-focus 
their attention on to the 
operational aspects of our 
business.
During the year we 
have been working on 
the development of 
an electronic Haynes 
product utilising the 
technical automotive, 
IT and product 
design skills we 
have within the 
Group. In the US, 
we have also been 
working closely 
with our key 
retail customers 
to implement 
new marketing 
initiatives to help improve the 
in-store display of our products. While in 
the UK, recognising the increasing cost 
of final salary pension schemes, we have 
put in place a benefit restructuring plan 
for the employee pension scheme with 
the intention to help place the scheme on 
a more affordable basis going forward. 
Whilst these projects do not directly 
impact on the results of the reportable 
year they have, nevertheless, been 
important projects during the year.
results summary
Turning to the results, like-for-like Group 
revenue ended the year 1% ahead of the 
prior year at £33.76 million. The like-for-
like revenue reflects the change in terms 
with a significant US customer, which 
reduced US revenue by £1.02 million. 
This was matched by a corresponding 
reduction in advertising allowances.
During the year, the Group’s development 
cost amortisation expense increased by 
£0.40 million against the prior period but 
Group chairman’s Statement
challenges associated 
with the global economic 
downturn. However, with a 
stable underlying business 
and a strong balance  
sheet, management can 
now once again re-focus 
their attention on to the 
operational aspects of our 
business.
have been working on 
an electronic Haynes 
product utilising the 
technical automotive, 
initiatives to help improve the 
in-store display of our products. While in 
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
     The development of an electronic 
multi-media product presents the 
Group with an exciting opportunity, 
not only to work with our existing 
customer base but also to target 
new customers and open up new 
geographical markets in the  
coming years.
“
“ 7
with lower overheads 
of £0.71 million, 
Group pre-tax 
profits ended the 
year marginally 
ahead of last year 
at £7.18 million 
(2010: £7.17 
million).
The Group’s 
effective 
tax rate 
was 33.8% 
(2010: 34.7%) 
leaving basic earnings 
per share at 29.0 pence (2010: 
28.6 pence).
The Board
I was delighted to announce the 
appointment of Alex Kwarts (Managing 
Director of Vivid Holding BV) to the 
Group Board. Alex is an IT professional 
with considerable experience in the 
development of IT and web based 
products. The Vivid team have an important 
role to play in the development of a multi-
media electronic platform for Haynes 
products. 
On 9 September 2010, Andrew Garner 
stood down as a Non-Executive Director 
from the Group Board after five years 
of service to pursue his other business 
interests. Andrew made a valuable 
contribution to the 
Group during his time 
on the Board and we 
wish him well for the 
future.
Dividends
The Board is recommending a final dividend 
of 9.5 pence per share (2010: 9.3 pence), 
which together with the interim dividend 
paid in April gives a total dividend for the 
year of 15.7 pence per share (2010:  
15.5 pence). Subject to the final approval 
by shareholders, the final dividend will be 
paid on 26 October 2011 to shareholders 
on the register at the close of business 
on 7 October 2011. The shares will be 
declared ex-dividend on 5 October 2011. 
When considering the amount of dividend 
to distribute annually the Board takes into 
account the movement in Group earnings 
as well as the existing and future cash 
requirements of the Haynes businesses.
People
On behalf of the Group Board I would 
like to acknowledge the contribution of 
all our employees for their hard work and 
dedication in helping to drive the business 
forward during the year. With operations 
in eight countries and covering three 
continents Haynes is very much a global 
business and we are cognisant of the part 
played by our employees around the World 
in helping the Group achieve its targets. 
Future prospects
I am very encouraged by the Group’s long 
term growth prospects. The development of 
an electronic multi-media product presents 
the Group with an exciting opportunity, not 
only to work with our existing customer 
base but also to target new customers 
and open up new geographical markets 
in the coming years. At the same time 
our strong cash generation provides the 
Group with the financial strength to pursue 
complimentary acquisition opportunities 
which will augment our own internal growth 
plans and help to drive further growth in the 
business.
J Haynes  
Group Chairman                 
14 September 2011
with lower overheads 
of £0.71 million, 
Group pre-tax 
profits ended the 
year marginally 
ahead of last year 
at £7.18 million 
(2010: £7.17 
million).
The Group’s 
effective 
tax rate 
was 33.8% 
(2010: 34.7%) 
leaving basic earnings 
per share at 29.0 pence (2010: 
Group during his time 
on the Board and we 
wish him well for the 
future. 8
Business overview
This year once again, despite the very 
challenging economic background and 
the extreme weather conditions which 
gripped our core markets during the 
third quarter, we have delivered a small 
increase in Group-pre-tax profit and 
increased Group cash by 40% over the 
prior year. 
As part of our 50th Anniversary 
celebrations, the US business embarked 
on a very unique and exciting venture 
we called “Project 50”. This involved 
the restoration of a 1965 Ford Mustang 
convertible with a 289 V8 engine and 
C4 automatic transmission from “barn 
find” condition to “show car ready” in 
time for the AAPEX/SEMA show in Las 
Vegas in November 2011. The progress 
of the restoration project can be viewed 
through the live webcam on the US 
website, www.haynes.com or through 
the video logs on You Tube. The process 
of stripping down and rebuilding the 
Mustang and documenting the step 
by step approach taken encapsulates 
perfectly the strengths of our business 
model and is what makes Haynes titles 
so popular throughout the globe.
In June of this year, we announced the 
development of a prototype electronic 
version of the iconic Haynes manual. 
‘Haynes Manual Online’ (MOL) will 
include all the information in one of our 
printed manuals but through the benefits 
of an electronic platform also includes 
audio and video clips, colour pictures 
and diagrams, hyperlinks, definitions and 
word search capability. The development 
of Haynes MOL illustrates the benefits 
Group chief Executive’s review
“
“
“
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
     We enter the new financial year 
in a strong financial position. We 
have cash in the bank, we are 
free of gearing and the Group has 
realistic business plans for the 
coming year.
“ 9
that are now starting to flow to the 
Haynes Group following the acquisition 
of Vivid Holding BV three years ago 
and in particular, how the IT and web 
based skills that Vivid bring to the Group 
compliment the technical automotive and 
product design skills we already possess 
within the Haynes Group. 
We have also been working closely with 
our key retail customers to identify new 
marketing initiatives for our products. 
An example of this has been in the 
US, where we have been working with 
our largest customers to trial new face 
out displays in their stores and also in 
Australia where the return to face out 
displays are being very well received 
by our largest customers. The results 
to-date have been encouraging and the 
trials in the US are being extended. In 
the UK we have experienced a stronger 
demand from our retail customers with 
an on-line presence.  
operating results overview
Group revenue during the year has 
been impacted by the re-negotiation of 
terms with a major US customer, which 
reduced reportable revenue by  
£1.02 million to £32.74 million but 
was offset by a matching reduction 
in advertising expense. Excluding the 
impact of this change, like-for-like 
revenue ended the year 1% ahead of last 
year at £33.76 million (2010:  
£33.31 million). In the US, reportable 
revenue, in local currency, ended the  
year in line with the prior period.
During the year our gross margin was 
adversely affected by two main factors. 
Firstly, and most significantly, the 
reduction in US revenue following the 
change in terms with the major customer 
which reduced our gross margin by  
£1.02 million or 3.2 percentage points but 
did not impact pre-tax profits. Secondly, 
in 2009 the Group changed the way it 
accounted for Vivid’s external product 
development costs to write down such 
costs on a straight line basis over five 
years and bring in line with International 
Reporting Standards and Haynes Group 
policy. The impact of this change has 
been to increase the annual intangible 
amortisation charge by approximately 
£0.40 million year-on-year until 2013. 
In 2010/11 this has reduced our gross 
margin by £0.40 million or 1.3 percentage 
points although it is important to note 
that whilst this impacts on our reportable 
profits it does not affect Group cash 
flows. The impact of these two factors 
has led to a reduction in our gross margin 
of 0.7 percentage points to 63.5% (2010: 
64.2%). 
Group chief Executive’s review 10
Group overheads ended the year 5% 
down on last year at £13.33 million (2010: 
£14.04 million). With net finance costs, 
which almost entirely relate to pension 
assets and liabilities, of £0.51 million 
(2010: £0.52 million) pre-tax profits ended 
the year marginally ahead of last year at 
£7.18 million (2010: £7.17 million).
Segmental overview
North America and Australia
Like-for-like revenue in our North 
American and Australian operation in 
local currency ended the year up 5% at 
$30.65 million (2010: $29.12 million). The 
like-for-like revenue reflecting the change 
in terms with the US customer, which 
reduced revenue by $1.62 million but was 
matched by a corresponding reduction in 
advertising expense.
In the US, sales through the first half 
of the year tracked in line with the 
prior period but blizzard conditions in 
late December 2010 caused severe 
disruptions to large parts of the Midwest 
and East coast and were followed 
in February 2011 by similar blizzard 
conditions in the Southern Plains and 
upper Midwest of the Country, with 
both events adversely affecting the 
ordering patterns of our key customers. 
Nevertheless we ended the year with 
like-for-like reportable revenue ahead of 
last year. 
After taking into account the lower 
advertising expense following the change 
in terms with the major US customer, the 
net impact of the above left segmental 
operating profit in local currency 10% 
ahead of last year at $7.02 million (2010: 
$6.38 million). After translation to Sterling, 
applying an average Sterling to US Dollar 
exchange rate during the year of $1.59 
(2010: $1.58), segmental operating profit 
was also up 10% at £4.43 million (2010: 
£4.03 million).
united Kingdom and Europe
In the UK, despite a slow start to 
the year, overall sales of our Haynes 
titles ended the twelve month period 
in line with last year. We started our 
financial year with what we believed to be 
a strong general publishing programme 
and this has been borne out as revenues 
from our top 10 selling titles were up 20% 
on last year, with our ‘USS Enterprise 
manual’ and ‘Wallace & Gromit Cracking 
Contraptions manual’ being our top two 
selling titles during the year.
In the rest of Europe, revenue from Vivid 
in local currency ended the year 1% 
ahead of last year. Vivid operate in a 
competitive market place and we have 
been encouraged by new contract gains 
in Spain, Sweden, Italy and in Germany. 
Overall UK and European revenue ended 
the year 3% down on last year at  
£14.43 million (2010: £14.93 million).
Following the additional expenditure 
we incurred on our 50th anniversary 
promotional activity in 2010, we have 
seen advertising costs return to more 
Group chief Executive’s review  
(continued)
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
financial year with what we believed to be 
Following the additional expenditure  11
normal levels during the current 
year. Also during the year, the 
Group reviewed the allocation 
of overheads to the UK and 
European segments. As a 
result of this review,  
£0.51 million of overheads 
which had previously been 
allocated to the segment 
have this year been retained 
as a central overhead. Partially 
offsetting the above was the higher 
development cost amortisation in Vivid 
which increased segmental costs by 
£0.40 million. 
As a result of the above and despite the 
lower revenue, UK & European segmental 
operating profits rose by 10% to  
£2.40 million (2010: £2.19 million).
Taxation
The Haynes Group has trading 
subsidiaries in eight different countries 
and an effective rate for taxation which 
reflects the national rates applied to 
the profits generated locally in these 
territories. During the year under review 
the Group’s charge to taxation on 
continuing operations was £2.43 million 
(2010: £2.49 million) with an effective rate 
of 33.8% (2010: 34.7%).
Working capital and cash flows
The monitoring and control of the 
Group’s working capital balances 
remains a key priority for management. 
Inventory volumes have been reduced 
over the last few years in response to 
the economic downturn but in recent 
month’s management have been slowly 
increasing finished goods volumes and 
raw material levels, particularly in the US 
ahead of announced price increases.   
Nevertheless, it is relevant to note 
that finished goods volumes and raw 
materials stocks are still 16% lower and 
42% lower respectively, than four  
years ago. 
The net impact of the movements in 
inventory and trade receivables has 
meant that the Group cash inflow 
generated from continuing operations 
before  
tax was 
£8.38 million 
(2010:  
£10.23 million) 
which represented 
109% of Group 
operating profit 
(2010: 133%). With a lower requirement 
to replenish tangible fixed assets 
during the year leading to a reduction 
in capital expenditure of £0.58 million 
and our investment in intangible product 
development remaining in line with the 
previous year at £2.13 million (2010: 
£2.14 million) Group cash ended the year 
up 40% at £5.38 million (2010:  
£3.84 million).
Pensions
The Group has a number of different 
retirement programmes in the various 
countries in which it operates. The 
principal pension programmes are a 
contributory defined benefit scheme 
in the UK, a non-contributory defined 
benefit plan in the US and a defined 
contribution scheme in the Netherlands.
In recent years the Group has increased 
its contribution to the UK Scheme by 
1.1% with a further £0.4 million per 
year in contributions to help reduce the 
past service deficit. On 1 June 2010, 
the Group increased its contribution 
by a further 1% and in April 2011, the 
Company commenced a consultation 
exercise with its UK employees to 
restructure certain of the UK scheme 
as a central overhead. Partially 
offsetting the above was the higher 
normal levels during the current 
before  
tax was 
£8.38 million £8.38 million 
£10.23 million) 
which represented 
109% of Group 
operating profit 
£8.38 million  12
Group c hief Executive’s r eview  
(continued)
benefits and to increase the UK member 
contribution rate by 3%, the aim of 
which was to place the UK Scheme on 
a more affordable footing going forward. 
Whilst the consultation process was 
not completed until after the end of the 
financial year and therefore, does not 
impact the 2010/11 figures I am pleased 
to report that with the support of the 
active members the changes have been 
implemented in line with the Company’s 
proposals and will be reflected in the next 
triennial valuation for the period ended  
30 June 2011.
As at 31 May 2011 the aggregate deficit 
on the two defined benefit schemes as 
reported in accordance with IAS 19 was 
£10.43 million (2010: £14.02 million). 
The reduction in the aggregate deficit 
is due to a combination of factors but 
most noticeably, a higher return on the 
schemes assets both in the UK and the 
US, a move to the latest mortality tables 
in the UK and the move to calculate UK 
Statutory Revaluation Orders using CPI 
rather than RPI.
Group outlook
We enter the new financial year in a 
strong financial position. We have cash 
in the bank, we are free of gearing and 
the Group has realistic business plans for 
the coming year. However, the continuing 
turmoil in the global economy 
could have implications which 
affect these plans.
Following the recent development 
of a Haynes MOL prototype, we 
are currently in the process of 
demonstrating the prototype to 
our retail customers in the US with 
a plan to convert the top 50 selling 
US manuals to an electronic 
format in the current financial year. 
We also follow with interest the 
progression of e-books which 
is of greater relevance to our 
general interest titles. Although 
to-date it has been largely black 
& white fiction titles that have 
dominated the e-books market, 
the technology and the platforms 
for this to widen to colour 
illustrated titles is not too far away. We 
also strongly believe that for the DIY 
market in particular, a digital product will 
complement and work alongside, rather 
than replace, the printed product.
In Europe, Vivid is looking to build on its 
extensive database of European vehicles 
and its strong language skills to expand 
its business model into new geographical 
markets. The first phase of this new 
development programme covering the 
Brazilian market will commence in the 
coming year as will initial studies of the 
US market opportunities.
It is important for the Group to augment 
internal growth with complementary 
acquisitions as such opportunities 
present themselves. This is a strategy 
that has served the Group well in recent 
years and we will continue to evaluate 
relevant acquisition opportunities.
Eric o akley  
Group Chief Executive                 
14 September 2011
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011 13
Executive Directors JHC Haynes* (Group Chairman)
 E Oakley
+ 
(Group Chief Executive)
 D Benhardus
+
 CPA
 J Yates-Round
	 A 	Kwarts	 •
 JH Haynes OBE (Founder Director)
n on-Executive Directors E Bell
*  (Chairman of Audit Committee and Remuneration & Nomination  
 Committee, and Senior Independent Director) 
 MEF Haynes
*
 
*
  Members of Remuneration & Nomination Committee  
   Member of Audit Committee
 
+
  
Resident in the US
 •  Resident in the Netherlands
Group c ompany Secretary JT Bunkum FCA
r egistered office Sparkford, Yeovil, Somerset BA22 7JJ
 Company No. 659701
auditors BDo LLP 
 Arcadia House, Maritime Walk, Ocean Village, Southampton SO14 3TL
Solicitors Michelmores LLP  
 Woodwater House, Pynes Hill, Exeter EX2 5WR
Principal u K bankers Barclays Bank PLc  
 Corporate Banking Centre, Park House, Newbrick Road,  
 Stoke Gifford, Bristol BS34 8TN
Principal u S bankers u nion Bank, n .a.  
 21700 Oxnard Street, Suite 120, MC4-73A-120, Woodland Hills,  
 CA91367, USA
Stockbrokers Smith & Williamson c orporate Finance  
 Portwall Place, Portwall Lane, Bristol BS1 6NA
r egistrars c apita Ir G PLc  
 Bourne House, 34 Beckenham Road, Beckenham, Kent BR3 4TU
Group Board
Directors and advisors
Group chief Executive’s review  
(continued) 14
Dan Benhardus
Group Finance Director
Dan (65) was appointed as Group Finance Director on 1 June 2002. He is resident in California 
and is a Certified Public Accountant. He started his career with Arthur Young and Co. (now part of 
Ernst & Young) before going into private industry where he gained experience in the construction, 
cable television and market research industries as an accounting and finance executive. In 1988 he 
joined Haynes North America, Inc. as the Vice President of Finance. He retains his responsibilities 
as the Chief Financial Officer and Senior Vice President of Haynes North America, Inc.
Group Board
Executive Director Biographies
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
J Haynes
Group Chairman
J (44) joined the Board as a Non-Executive Director on 25 March 2000, having completed a 
two year MBA at the London Business School. J was formerly a Director at Beeson Gregory, a 
specialist investment bank, before which he worked for 5 years as a Graduate Trainee with Haynes 
North America, Inc.  In January 2002, J was appointed Managing Director of the Group’s UK and 
European operations and in June 2008 became Group Vice Chairman. On 1 June 2010 J was 
appointed Group Chairman.
n on-Executive Director Biographies
 
Eddie Bell 
Non-Executive Director 
 
Eddie Bell (62) has held a number of senior positions spanning 30 years in book publishing. 
Latterly he was the Executive Chairman and Publisher for Harper Collins UK and during his tenure 
was responsible for publishing the memoirs of both Mikhail Gorbachev and Lady Thatcher, and 
the autobiography of John Major. He is now a partner in Bell Lomax Moreton. Additionally, he 
holds several other non-Executive positions both within and outside the publishing industry which 
include Be Cogent Communications Ltd, and Management Diagnostics Ltd. On 20 May 2009 
Eddie was appointed the Company’s Senior Independent Director. Eddie Bell does not have a 
service contract with the Company.
alex Kwarts
Managing Director Vivid Holding BV
Alex (56) started his automotive career in 1985 with Olyslager, the Netherlands based publisher of 
Vehicle Owners Manuals and Technical Information for automotive professionals, where he became 
IT director and a member of the board. In 1995, together with two partners, Alex left Olyslager 
to form Vivid Automotive where from the outset the vision was to deliver automotive technical 
information in an entirely digital format. Indeed, Vivid Automotive was the first European company  
to offer automotive technical data via the Internet. Alex was the Company’s IT director from 
formation in 1995 and was appointed Managing Director in August 2009. Alex joined the Group 
Board in September 2010 and is resident in the Netherlands. 15
Eric oakley
Group Chief Executive
Eric (65) spent his early years in North East England, and was educated at the University of Aston. 
He is resident in California. Eric joined Haynes North America, Inc. in 1980 after 16 years with 
Burmah-Castrol. He was appointed to the Main Board of Haynes Publishing Group in 1990. For 
the past 25 years Eric has been President of Haynes North America, Inc. during which period 
Haynes Manuals have become the largest selling Automotive Repair Manuals in the United States 
and Canada. He oversaw the establishment of Haynes’ Australian operation, which was further 
expanded in 2007.  Eric was appointed Group Chief Executive on 1 June 2002.
Jeremy Yates-round
Managing Director UK & Europe
Jeremy (50) has worked in publishing for close to 30 years, gaining a sales background with 
Hodder & Stoughton in both domestic and international markets. During the 1990’s Jeremy 
moved into sales management with Collins becoming Deputy Managing Director of the Religious 
division. In 2001 Jeremy joined the Haynes Group as Sales and Marketing Director for the Haynes 
Book Division and in 2002 was appointed Managing Director of Sutton Publishing prior to its 
successful sale in 2007. Following the sale of Sutton Publishing, Jeremy took over as Sales and 
Marketing Director of the Haynes UK operations and on 1 June 2010 was appointed Managing 
Director of the Haynes UK and European operations.
John Haynes
Founder Director
John’s biography is the history of Haynes Publishing. John (73) founded the Company in 1960 
and by expanding operations into Europe and the USA, was responsible for its growth and 
development into the international business that we see today. The Company was taken public 
in 1979. John remains its principal and majority shareholder and takes a very active interest in all 
aspects of the Group’s publishing activities. In 1985 he founded and is the principal benefactor 
of the Haynes International Motor Museum. In 1995 he was awarded the OBE for services to 
publishing. On 1 June 2010, 50 years after founding the Haynes Group, John stepped down as 
Group Chairman but remains on the Board as Founder Director.
Marc Haynes 
Non-Executive Director 
 
Marc Haynes (43) completed a BSC (Hons) Business Degree at Manchester before joining the 
Haynes International Motor Museum as its Business Development Manager. Having successfully 
established a number of innovative commercial ventures, he is now its Managing Director. Marc is 
also a Director of Haynes Developments Limited which is a property development, management 
and investment company operating in the UK. In 2008, Marc established Bute Motorsport Ltd, 
which is the promoter of the highly successful GT Cup Championship motor racing series. Marc 
Haynes does not have a service contract with the Company.
Group Board 16
The directors present their report and the financial statements of the Group 
for the year ended 31 May 2011
•	 Principal activity Haynes Publishing Group P .L.C. is a holding company. For management and 
internal reporting purposes the Group is organised into two geographical operating segments 
being the UK & Europe and North America & Australia.
The UK & European business with headquarters in Somerset, England has subsidiaries in the 
Netherlands, Italy, Spain, Romania and Sweden. The core activity of the UK and European 
operations is the publication and supply of automotive repair and technical information to the 
professional automotive and DIY aftermarkets. The business also publishes a wide range of titles 
which are practical, instructional, easy to read and aimed at those with an interest in more general 
DIY related activities as well as motoring, motor sport, transport, aviation and military. 
The North American business with headquarters near Los Angeles, California publishes DIY Repair 
Manuals for Cars and Motorcycles under the Haynes and Chilton brands, in both the English and 
Spanish languages. It also has a branch operation in Sydney, Australia which publishes similar 
products under both the Haynes and Gregory’s brands. The Australian business also publishes 
information for the professional automotive market. Through its print operation in Nashville, 
Tennessee the North American business is also the central print facility for the Group’s printed 
products.
•	 r eview of the business A review of the business, together with comments on the key 
performance indicators and future development of the Group, is contained in the Group 
Chairman’s Statement and the Group Chief Executive’s Review on pages 6 to 12.
•	 Financial results The financial results for the year are set out in the Consolidated Income 
Statement on page 36. The position at the end of the year is shown in the Consolidated Balance 
Sheet on page 38.
•	 Dividends The directors are recommending a final dividend for the year of 9.5 pence per share 
(2010: 9.3 pence) making a total dividend for the year of 15.7 pence (2010: 15.5 pence). The final 
dividend will be payable on 26 October 2011 to members on the register of shareholders at the 
close of business on 7 October 2011. The shares will be declared ex-dividend on 5 October 2011.
•	 Principal risks and uncertainties The Board is primarily responsible for identifying and 
monitoring risk and the manner in which the Board manages this process is outlined in the 
Corporate Governance report on pages 20 to 25. The Group’s principal financial risks and 
uncertainties are outlined in note 18 to the financial statements and the principal operational risks 
and uncertainties are discussed as part of the Group Chief Executive’s Review on pages 8 to 12.
•	 Material contracts Included within the principal activity section above is an outline of the 
operational and geographical structure of the Group. In common with many businesses of 
the Group’s size and structure, the Group has a broad base of customers and suppliers and 
correspondingly, a number of valued contractual relationships. However, in the directors view there 
is no single contract which is essential to the Group’s business for the purpose of the business 
review disclosure requirements under Sc 417 of the Companies Act 2006.
•	 Directors The names of the directors who served in office during the year and a brief biographical 
overview are set out on pages 14 and 15. 
J Yates-Round and A Kwarts were appointed as director’s of the Company on 1 June 2010  
and 1 September 2010 respectively. A Garner resigned as a director of the Company  
on 9 September 2010. 
E Oakley and JH Haynes retire by rotation in accordance with the Articles of Association and, 
being eligible, offer themselves for re-election.
E Bell and MEF Haynes being non-executive directors and having served for more than nine years 
at the date of the next Annual General Meeting offer themselves for re-election in accordance with 
the provisions of the 2008 Combined Code.
The interests of the directors in the ordinary share capital of the Company are detailed below. 
There have been no other changes in the directors or their shareholdings as shown below up to  
12 August 2011.
At 31 May 2011 the beneficial shareholdings of the directors represented 56.4% of the total 
issued share capital. This represented 13.3% of the Ordinary shares (which are listed on the 
London Stock Exchange) and 91.7% of the ‘A’ Ordinary shares.
r eport of the Directors
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011 17
•	 Directors’ interests in shares The directors who served during the year and their interests in 
the share capital of the Company are as follows: 
Beneficial
 ‘A’ Ordinary
No.
Non Beneficial
 'A' Ordinary
No.
Connected
‘A' Ordinary
No.
31 May 2011
Beneficial
Ordinary
No.
Non-Beneficial
Ordinary
No.
Connected
Ordinary
No.
Executive
JHC Haynes -
 450,000
 [2]
    8,550,000
 [2]
   710,141
[2]
   793,500
 [1] [2]
   632,575 
[2] [4]
       E Oakley -
 -    -    43,304   -    -   
D Benhardus -
 -    -    5,000      -    -   
JH Haynes 8,250,000
 750,000
 [2]
     -  197,500
 
   902,500 
[1] [2]
    1,056,263 
[2] [3] [4]
 
J Yates-Round -
- - - - -
A Kwarts -
- - - - -
n on-Executive
E Bell -
 -    -    - -    3,000   
MEF Haynes -
 750,000
 [2]
8,250,000
 [4]
  699,767   272,500
 [2]
    523,575
 [4]
  Beneficial
 'A' Ordinary
No.
Non Beneficial
 ‘A’ Ordinary
No.
Connected
‘A' Ordinary
No.
31 May 2010
Beneficial
Ordinary
No.
Non-Beneficial
Ordinary
No.
Connected
Ordinary
No.
Executive
JHC Haynes
- - 9,000,000 
[4]
  710,141 
[2]
   630,000 
[1] 
  816,122 
[4]
  E Oakley
 -    - -    43,304  -    -   
D Benhardus
 -    - -    5,000  -    -   
JH Haynes
9,000,000 - 796,075 
[3]
   1,299,101 
[1] [2]
  131,087 
[4]
  n on-Executive
E Bell
 -    - -    1,000  -    -   
A Garner 
[5]
 -    - -    -    -    -   
MEF Haynes
 -    - 9,000,000 
[4]
  699,767 
[2]
   -    826,496 
[4]
  [1] 
630,000 shares are in respect of the Haynes International Motor Museum (a charitable trust) 
 and are shares in which JH Haynes and JHC Haynes are interested as Trustees.
[2]
 Shares held in family trusts in which JH Haynes or JH Haynes, JHC Haynes and MEF Haynes  
 are trustees and which the beneficiaries comprise the sons or grandchildren of JH Haynes.
[3]
 Includes 326,075 shares owned by Mrs A C Haynes (2010: 326,075 shares).
[4]
 Due to their family relationship JH Haynes, JHC Haynes and MEF Haynes are connected  
 parties in accordance with Sc 253 of the Companies Act 2006.
[5]
 A Garner resigned as a director on 9 September 2010 and did not at any time during the  
 year hold any shares in the company.
Options to subscribe for Ordinary shares under the terms of the Executive Share Option Scheme  
are described in the Board Report on Remuneration. Directors’ interests in contracts with the  
Group companies are shown in Note 21 to the consolidated financial statements. 18
•  Share capital and related matters  Details of the Company’s share capital are shown in Note 
20 to the consolidated financial statements.  
 Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote  
 per share where a matter is decided other than on a show of hands. Both classes of share rank  
 ‘pari passu’ (including any distribution by way of dividend and on a return of capital), save that a  
 transfer of ‘A’ Ordinary shares will not be permitted by the directors other than to a member  
 of the holder’s immediate family or to family settlements. The holders of ‘A’ Ordinary shares may  
 convert such shares into Ordinary shares at the rate of one Ordinary share for each ‘A’ Ordinary  
 share, subject to the further provisions of the Articles of Association and the Companies Acts.
 The ‘A’ Ordinary shares represent 55% of the total issued capital, and the Ordinary shares 45%.
 Other than as expressed above, there are no specific restrictions on the size of a holding nor  
 on the transfer of shares, which are both governed by the general provisions of the Articles  
 of Association and prevailing legislation.
 At the AGM on 13 October 2010:
 (i) A special resolution was passed to renew the directors’ authority to make purchases of its  
  own shares up to a maximum number of 1,500,000 shares. The authority which relates to  
  9% of the Company’s issued share capital remains unexercised and will expire at the  
  conclusion of the AGM in 2011, if not reviewed, and
 (ii) An ordinary resolution was passed giving the directors a general authority to allot further  
  shares of the Company, having an aggregate nominal value of £1,090,102. This represents  
  approximately one-third of the total ordinary share capital of the Company in issue at the  
  date the resolution was passed and is in line with institutional shareholder guidelines. This  
  authority will expire at the conclusion of the AGM in 2011, if not renewed, and
 (iii) A Special Resolution was passed to renew the Directors’ authority to issue equity securities  
  for cash otherwise than in proportion to existing holdings. This authority is limited to shares  
  having a maximum aggregate nominal value of £163,515 which represents just under 5% of  
  the total ordinary share capital of the Company in issue at the date the resolution was  
  passed. The figure of 5% is the amount recommended by the Pre-Emption Group as being  
  likely to be considered by the shareholders as “routine”. This authority will expire at the  
  conclusion of the AGM to be held in 2011 if not renewed. 
• appointment and replacement of directors  With regards to the appointment and replacement  
 of directors, the Company is governed by its Articles of Association, the Companies Acts, the  
 Combined Code, and related legislation.
•	 Powers of directors  The powers of the directors are more specifically described in the Main  
 Board terms of reference, a copy of which can be found at http://www.haynes.co.uk/investor  
 and also discussed in the Statement of Corporate Governance on pages 20 to 25.
•	 c hange of control  Excepting general commercial and trading agreements which may contain  
 provisions that take effect, alter or terminate upon a change of control of the Company, the  
 directors are not aware of any significant such agreements to which the Company is a party.  
 Furthermore the directors are not aware of any agreements between the Company and its directors 
 or employees that provide for compensation upon the receipt by the Company of a takeover bid. 
•	 o ther shareholdings  At 31 May 2011 interests in 3% or more of the Company’s issued Ordinary  
 20p share capital (note 20) had been notified to the Company by:
  
Shares % c lass
    Hunter Hall Investment Management Limited 2,092,567 28.5
    Haynes International Motor Museum   630,000  8.6
    Axa Framlington S.A.   565,000 7.7
 
 The interests of those directors who have major shareholdings are detailed in the table of Directors’ 
interests in shares on page 17.
At 12 August 2011, there were no recorded changes in these holdings.
18
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
r eport of the Directors (continued) 19
•  Financial instruments  The Group’s policies in relation to financial instruments and financial risk 
management are included in Note 18 to the consolidated financial statements.
•  Foreign exchange  The Group’s main currency exposure is derived from trading transactions 
between Group operating units and with our global customer base. Approximately 47%  
(2010: 50%) of the Group’s revenue streams are generated in US Dollars, 27% (2010: 28%) in 
Sterling, 13% (2010: 13%) in Euro’s with the balance coming from a mix of currencies across our 
operating entities. Although the Group has an exposure to foreign currencies it is able to offset 
part of the currency risk as the printed product for the European markets is manufactured in the 
US and invoiced in local currency.
•  Donations  During the year Group donations to charitable organisations amounted to £13,614 
(2010: £9,796). There were no political donations in the year.
•  Environmental policy and social and community issues  The Board is committed to 
minimising the impact its operations have on the local environment. The Group operates a single 
printing facility, located in Nashville, Tennessee. It is Group policy to ensure that both national 
and local environmental laws and guidelines are adhered to in full. The Board ensures that key 
management are tasked with the responsibility to oversee the Group’s activities which impact 
the environment and to report back to the Board with any recommendations they may have 
regarding environmental policy. No social or community reviews have been undertaken in the 
current or preceding years.
•	 	 Directors’ and officers’ indemnity insurance  The Group purchases and maintains insurance 
for the directors and officers of the Parent Company including the trustees of the pension 
scheme when undertaking duties in accordance with Sc 233 of the Companies Act 2006.
•	 Disabled persons  The Group encourages the employment of disabled persons whenever 
practicable. The Group policy is to ensure that disabled employees and those who may become 
disabled benefit from training and career development in common with other employees.
•	 	 Employees, and health & safety  The Group involves employees by providing them with 
information which concerns them, consults with them and considers their views when making 
decisions which affect their interests and generally discloses matters affecting the Group’s 
performance through company briefings.
•	 	 Policy on payment of suppliers  The Group operates in various locations throughout the 
world. It is not Group policy to follow any specified code or standard on payment practice but 
the payment policies adopted reflect the terms negotiated with individual suppliers as well as the 
custom and practice of the locality. It is the Company’s intention to continue to apply the Group 
policy in the forthcoming year. At 31 May 2011 the amount of trade creditors as shown in the 
balance sheet represents 23 days of average purchases for the Company and 25 days for  
the Group.
•  Disclosure of information to auditors  Each of the directors confirms that they have taken all 
the steps that they ought to have taken to make themselves aware of any information needed 
by the Company’s auditors for the purposes of their audit and to establish that the auditors are 
aware of the information. The directors are not aware of any relevant audit information of which 
the auditors are unaware. 
  A resolution to re-appoint BDO LLP as auditors of the Company and to authorise the directors 
to determine their remuneration will be put to the forthcoming Annual General Meeting.
 By order of the Board.
 James Bunkum
 Group Company Secretary
 14 September 2011 20
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
c orporate Governance
Introduction 
The principles of good corporate governance are designed to improve company performance 
by helping a board discharge its duties in the best interests of shareholders, whilst facilitating 
efficient and entrepreneurial management to deliver shareholder value over the longer term. 
Nevertheless, the Combined Code on Corporate Governance (‘the Code’) published in June 
2008 and appended to the Listing Rules and which applies to our reportable financial year is not 
intended to be a rigid set of rules. Rather it is a guide to the components of good governance 
which companies are expected to follow. The Code recognises that one set of provisions will 
not necessarily fit all companies. Accordingly, there are certain provisions within the Code which 
do not apply to companies below the FTSE 350. There may also be areas of the Code where 
smaller companies judge the provisions to be disproportionate or less relevant to their particular 
circumstances and where good governance can be achieved by other means. Where companies 
decide this is the case, the areas of strict non-compliance with the Code need to be explained in 
the Annual Report.
This section of the Annual Report explains how the Board and its Committees discharge their 
duties and how the Board applies the principles of the Code. Also included in the sections below 
are details of those areas where the Company’s governance differs from the strict provisions of 
the Code. The full text of the Code can be found on the FRC website at www.frc.org.uk.
In June 2010, the Financial Reporting Council issued an updated version of the Combined Code 
entitled ‘The UK Corporate Governance Code’ which applies to accounting periods beginning on 
or after 29 June 2010. Accordingly, this is the last year of reporting under the Code published in 
June 2008.
Statement of compliance 
The Board of Haynes Publishing Group P .L.C. recognises the importance of high standards of 
corporate governance. Accordingly, it has considered the principles and provisions of the Code 
and will continue to manage its affairs in line with the principles where it is in the interests of the 
business and of shareholders to do so. Other than where expressly stated, the Company has 
complied with the principles, supporting principles and provisions of the Code throughout the 
year under review.
Board of directors
During the year the Board reviewed its terms of reference which lay precise emphasis upon its 
responsibility for the overall management and strategic direction of the Group. The Board aims to 
encourage entrepreneurial endeavour within a framework of prudent planning and control. The Board 
appraises and approves major financing, investment and contractual decisions in excess of defined 
thresholds. All members of the Board are cognisant of their duty to act collectively and objectively in 
the best interests of the Company. Both the Audit Committee and the Remuneration & Nomination 
Committee are chaired by the senior independent non-executive director. The non-executive 
directors are intrinsically involved in scrutinising and monitoring the performance of management, and 
assessing the processes for the control of financial and other risks. The terms of reference for the 
Committees may be viewed on www.haynes.co.uk/investors.
•	 	 Following 	 the 	 appointment 	 of 	 J	 Y ates-Round	on 	 1 	 June 	 2010 	 the	 Boar d 	 comprised 	 five 	 executive	
and three non-executive directors, two of whom were considered to be independent by the 
Board. On 1 September 2010, the number of executive directors increased to six following the 
appointment of A Kwarts and on 9 September 2010, A Garner resigned as a non-executive 
director, leaving the Board with one independent non-executive director. Whilst the Board 
recognises the recommendation under A.3.2 of the Code for smaller companies to have two 
independent non-executive directors, the Board feels that at present, the composition of the Board 
is appropriate to enable the Board to discharge its duties in the best interests of the shareholders. 
The biographies of the directors are set out on pages 14 and 15 of this Annual Report.
•	 	 The 	 division	 of 	 r esponsibility 	 between 	the 	 Gr oup 	 Chairman	 and 	the 	Gr oup 	 Chief 	 Executive 	 is 	clear	
and understood and was committed to writing during the year and approved by the Board. The 
Chairman is responsible for the leadership of the Board and ensuring its effectiveness along with 
the effectiveness of the individual directors while the Chief Executive is responsible for the day  
to day running of the business. 21
•	 	 The 	 non-executive 	 dir ectors 	 occasionally 	hold 	meetings 	 informally	 without	the 	 executive	 dir ectors 	
present. Likewise, the Chairman occasionally meets with the non-executive directors without the 
executive directors present.
•	 	 The 	 Boar d	 meets 	 at 	 r egular 	 intervals	of 	 appr oximately 	 two 	 months 	 to 	 determine	 and 	monitor 	
corporate strategy, to review the trading and financial performance of the Group and to consider 
matters specifically reserved for its approval. The following table details the number of board and 
committee meetings held during the year and the attendance record of the individual directors:
    Remuneration &
  Board Audit Committee Nomination Committee
  meetings meetings meetings
 Number of meetings in year 7 3 1
 JHC Haynes 7  1
 E Oakley 7
 D Benhardus 7 3(a)
 J Yates-Round 7
 A Kwarts(b) 4  
 JH Haynes 7
 E Bell 5 3 1
 MEF Haynes 7  1
 A Garner(c) - - -
 [a] By invitation
 [b] A Kwarts was appointed a director on 1 September 2010.
 [c] A Garner retired as a non-executive director on 9 September 2010.
•	 	 The 	 dir ectors 	 ar e 	able	 to 	 take 	independent	pr ofessional 	advice	in	the	 furtherance	of	 their	
duties at the Group’s expense and all directors have access to the advice and services of the 
Group Company Secretary.
•	 The 	Boar d 	 has	identified	 E	Bell	as	the	 senior	independent	 dir ector .
•	 	 The 	 Boar d	defines	 an	independent	 dir ector	as	one 	who	has	no 	r elationship	with	any	
company within the Group or its management which may undermine independence and 
who is not dependent on the Group or its management for his or her primary source of 
income, and was not within the last five years a senior manager within the Group, and does 
not participate in the Group’s incentive bonus schemes or pension schemes.
•	 	 The 	 Boar d 	curr ently 	has	 two	non-executive 	dir ectors 	one	of 	whom,	E 	 Bell 	 it	considers 	to	be 	
independent. In relation to MEF Haynes, the Board considers that his close family ties with 
other members of the Board and his significant interest in shares determine that he is not 
independent in line with the provisions of the Code. Notwithstanding these circumstances or 
relationships, the Board believes MEF Haynes to be independent in character and judgment.
•	 	 The 	 membership	of	the	Committees	of 	the	Boar d 	ar e 	 indicated 	 on	 page 	 13.	At	 Committee	
meetings no-one except the Chairman of the Committee and its members is entitled to be 
present – but others may attend by invitation.
•	 	 Executive 	 dir ectors 	 may	 be	permitted	to	 take 	 a 	 limited	number	of 	outside	non-executive	
directorships in non-competing companies, subject to the approval of the Remuneration  
& Nomination Committee. 22
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Information, professional development and evaluation
All directors are provided with regular performance updates and full and timely access to 
information that enables them to make informed decisions on corporate and business issues. 
The Board receives monthly management accounts explaining performance against budget 
and the comparable year for each sector of the business, as well as risk management and 
business plans. The executive directors receive information on sales and margin for the 
individual businesses within the Group on a weekly basis, and for the major businesses such 
information can be accessed daily.
Directors are encouraged to regularly update and refresh their skills and knowledge on the 
basis that ‘all development is self development’. The Group Secretary is responsible through 
the Group Chairman for facilitating the training and induction of newly appointed directors, 
and ensuring that they are familiar with the Company’s operations and their own duties and 
responsibilities. He is also responsible for advising the Board through the Group Chairman on 
all governance and legal matters.
During the year, the Board has undertaken a formal appraisal of its own performance and 
processes and that of its committees, including a review of each committee’s composition and 
operating procedures.
Through a combination of personal discussions, general observation and ongoing monitoring 
of performance, the contribution of each individual director has been assessed by the 
Chairman against expected standards. The process of ongoing monitoring and review helps 
the Chairman to ensure that the contribution of the directors continues to be to the agreed 
standards relevant to the Group’s business and organisation. 
In turn, the Chairman’s own performance has been reviewed by the senior independent director 
following consultation with his fellow non-executive director and other members of the Board.
According to the Articles of Association all directors should seek re-election by shareholders 
at regular intervals of no more than three years. Directors are also subject to re-election by 
shareholders at the first AGM after their appointment. In accordance with the provisions of the 
combined code, non-executive directors who have served for more than nine years should offer 
themselves for re-election annually.
Directors remuneration, contracts and nomination
•  In accordance with the provisions of the Combined Code, a Remuneration & Nomination 
Committee with its own terms of reference has been established by the Board. The Board’s 
Report on Remuneration, which follows on pages 26 to 32, sets out details of the Group’s 
policy on remuneration, directors remuneration and the work of the Remuneration & 
Nomination Committee. This includes an explanation of those areas of non adherence to the 
provisions of the Combined Code.
•  The Remuneration & Nomination Committee is responsible for succession planning and 
recommending to the Board the appointment of new directors. The Board formally vets 
and scrutinises these proposals. The Committee’s composition is explained in the Board’s 
Report on Remuneration. Traditionally the Committee has been reliant upon its own energies 
and judgement in sourcing and evaluating candidates for vacancies on the Board. External 
search consultants and open advertising have not been preferred methods in the past due 
to the high costs associated with such channels. 
•  All executive directors have rolling service contracts with the Company terminable on 
less than two years notice, which in all cases may be served by either party. For recent 
appointments a notice term of one year or less has been implemented as a matter of course  
(see pages 30 and 31).
•  The non-executive directors do not have service contracts with the Company but are usually 
appointed at the will of the Board for a fixed period of two years.
c orporate Governance (continued) 23
Dialogue with shareholders
•	 	 The	dir ectors 	consider	 that	clear	and	 timely	communication 	of	information 	to	Shar eholders 	
is an important part of their function. The Group Chairman’s and Group Chief Executive’s 
reviews on pages 6 to 12 provide a summary of the Group’s trading performance and future 
outlook. In addition to the publication, twice a year, of the Group’s financial results, there will 
often be briefings for Shareholders or their representatives, especially following the Group’s 
interim and final preliminary announcements.
•	 	 The	Gr oup 	Chairman	is	 in 	 a 	 good	position 	to	ensur e 	that	the	 views	of	 major 	 Shar eholders 	
are communicated to the Board as a whole. Additionally, once a quarter, the Chief Executive 
updates the Board with any significant discussions/feedback from Shareholders.
•	 	 The	Boar d	 views 	 the 	 Annual 	General	 Meeting 	 as	an 	 ideal 	 opportunity	to	 communicate	
with both institutional and private investors alike and confirms its compliance with all 
the provisions of the Combined Code relating to the constructive use of Annual General 
Meetings. This year’s Annual General Meeting will be held on 19 October 2011 and all 
executive and non-executive directors (including Committee chairmen) plan to be present 
and available to answer questions.
accountability, audit, and audit committee
It is the intention of the Board through this Annual Report, and other public reports and 
announcements, to present a balanced and understandable assessment of the Company’s 
position and prospects. The directors have set out their responsibility for preparing the 
accounts on page 33 of the financial statements.
•	 	 An	 Audit 	 Committee	with	appr oved 	written	 terms	of	 r efer ence 	 has	been	established 	by	the	
Board. Until the resignation of A Garner from the Main Board on 9 September 2010 and 
in line with C.3.1 of the Code, the Committee comprised two independent non-executive 
directors. Following A Garner’s resignation, the Committee comprises the Board’s sole 
independent non-executive director E Bell (Chairman of the Committee), who the Board 
considers to have had recent and relevant financial experience. During the year the 
Committee kept under review the effectiveness of the Company’s financial control policies 
and procedures for assessing and reporting financial risk.
•	 	 The	Audit	Committee	 is	r esponsible 	 for	making 	r ecommendations 	 to	the	 Boar d 	in	r elation 	to	
the appointment and remuneration of the external auditors. Consequently the Committee is 
responsible for monitoring the auditor’s performance, cost effectiveness, independence and 
objectivity, which it has done throughout the year.
•	 	 The	Committee	 is	authorised	to 	investigate 	 any 	 matter	within 	its	terms	 of	r efer ence 	and 	
where necessary to obtain external legal or other independent professional advice.
•	 	 The	Committee	 meets	 with 	 the	 Gr oup’ s 	exter nal 	auditors	at	 least	twice	a	year	to	discuss 	
the Group’s framework of controls, Group reporting and other relevant matters. At the 
conclusion of each annual audit, the Audit Committee receives and considers a report from 
the Group’s auditors setting out any material findings from their audit of the individual Group 
companies, and reports to the Board as necessary. The Group Finance Director is invited 
to attend all meetings of the Committee, albeit part of the meeting may be held without his 
presence, if deemed appropriate by the Committee.
•	 	 The	Committee	 keeps	under	r eview 	the 	“Whistle	blowing” 	arrangements	acr oss 	the	 Gr oup 	to	
ensure that procedures are in place for staff to report fraud and similar matters.
•	 	 In	certain	 cir cumstances 	 it	is	permitted	by	the	 Boar d 	for 	the	 auditors	to	supply	 non-audit 	
services (in the provision of tax advice, or on specific projects where they can add value). 
The Committee has approved and monitored the application of this policy in order to 
safeguard auditor objectivity and independence. 24
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Internal controls
By means of the systems and processes outlined below, the Board maintains a sound system 
of internal control to safeguard its assets and the investments of shareholders. The Board 
has overall responsibility for the Group’s system of internal control. However, such a system 
is designed to manage rather than eliminate the risk of failure to achieve business objectives 
and can only provide reasonable and not absolute assurance against material misstatement 
or loss. At least annually, the Board conducts a review of the effectiveness of these internal 
controls, as described below, and takes the necessary action to remedy any significant failings 
or weaknesses which may be identified by its review.
Financial
•	 	 A	 compr ehensive	 budgeting	 system	 is 	 in	 place 	 with	 annual	 budgets 	 r equiring	 appr oval	 by	 the	
directors. The results of the trading companies within the Group are reported monthly and 
compared to plan. The Group reports its financial results to shareholders on a six monthly 
basis and in between provides a quarterly update to shareholders and the market on trading 
performance.
•	 	 Authority 	limits 	exist 	acr oss 	the	Gr oup 	defining	 expenditur e	levels	 and	 the	Gr oup 	has	clearly	
prescribed guidelines for capital expenditure which includes detailed appraisal and review, 
levels of authority and due diligence requirements when businesses or assets are being 
acquired.
•	 	 A	 r eport 	on	 the 	 Gr oup’ s 	cash	flow 	and	 tr easury 	position 	is	r eceived 	by	the	 dir ectors 	 at	every	
Board meeting.
•	 	 In	addition	 (to	the	extent	 r equir ed	to	form	 a 	 statutory 	 audit 	 opinion)	the	Gr oup’ s 	financial	
systems are subject to annual review by the Group’s external auditors and reportable 
weaknesses, if any, identified during this annual review process are discussed with the Audit 
Committee.
o perational
•	 	 Ther e	is	 a 	 clearly 	 defined	organisational 	 structur e	which 	 allows	the 	Gr oup’ s	 objectives	to	be 	
planned, executed, controlled and monitored. The Group is committed to employing suitably 
qualified staff so that the appropriate level of authority can be delegated with regard to 
accountability and acceptable levels of risk.
•	 	 The	dir ectors	 and	senior	management	implement 	the	contr ol	 objectives	of	the 	Gr oup 	
through the adoption of defined checks and procedures. These include the review of 
financial and operational information, the setting up of appropriate authority levels, the 
segregation of incompatible duties and the defining of procedures for seeking and obtaining 
approval for major transactions and organisational changes.
•	 	 The	management 	information	systems	 pr ovide 	 the	dir ectors 	with	r elevant 	and 	timely 	r eports, 	
from which the directors can monitor the performance of the business. The executive 
directors have a significant involvement in the day to day management of the Group’s 
activities and accordingly are able to monitor and control procedures at an operational level.
c ompliance
•	 	 Ef fective	health	and 	safety	and	quality	contr ol	pr ocedur es	operate	to 	meet	 or 	 exceed	the	
standards for approval set by external regulatory bodies. The systems are constantly being 
evolved and refined to reflect business advances, process changes, and quality issues.
•	 	 Litigation 	and	 claims 	 by	or 	against	 the	Company	 ar e 	contr olled 	 by	Senior 	 Management,	with	
the assistance of external counsel as required. The directors are kept informed and are able 
to stay abreast of events.
c orporate Governance (continued) 25
r isk management
•	 	 The	Boar d 	 has	the	primary	 r esponsibility 	for 	identifying	the	major	business 	risks	facing	 the	
Group and developing appropriate policies to manage those risks. These policies are used 
both by the directors and by senior management to determine the key control procedures 
for each area of risk identified by the Board and the degree of information required to 
safeguard the business and the assets used within it.
•	 	 It	 is 	 accepted	that 	risk	 is 	 itself	pr evalent	 in 	 any 	commer cial 	enterprise	 and	that	it 	must	be 	 the	
objective of the Group’s management and staff to be prudent in the acceptance and control 
of risk incurring activity, rather than aiming to eliminate it entirely. Thus the reporting systems 
can only provide reasonable and not absolute assurance against damage or loss resulting 
from business activities.
•	 	 Thr ough	its 	day	 to 	 day 	 management	disciplines,	face 	to	 face 	 meetings,	r egular 	written	
reports and monitoring systems, the Group evaluates and mitigates unnecessary risks.
•	 	 In	addition,	 ther e 	 ar e 	 a	number	 of	ar eas 	 of	the	 Gr oup’ s 	business 	wher e 	 it	is	 necessary	 to	
take risks in order to strive for satisfactory profitability and returns to shareholders. The 
publication both of workshop manuals and books of special and general interest engenders 
commercial and publishing risk requiring close evaluation by editors and editorial committees 
with an in-depth knowledge of their subject and their markets.
•	 	 For	 the 	 financial 	 year	ended	 31	May	 2011, 	 the	Boar d 	 is	satisfied	that	ther e 	was 	in	place	 an 	
ongoing process for identifying, evaluating, and managing the significant risks faced by the 
Group as a whole. This process is formally structured by means of a written report which 
is reviewed annually by the Board. In addition, through discussion with the heads of the 
various operating units, an update is provided to the Board by the Group Finance Director 
at the half year. Risks identified by this process are regularly reviewed by the Board and 
addressed jointly by the Group Chief Executive and directors drawing upon the skills of 
senior management as necessary. The Board monitors this process and is satisfied that, 
given the size of the Group, and the nature of its operations, this process is sufficient to meet 
its needs without unduly hampering entrepreneurial activity, and that (in accordance with the 
recommendation of the Audit Committee) a separate internal audit function is not required.
Going concern
•	 	 After	making	 enquiries,	the	dir ectors 	have	a	r easonable 	 expectation	that	the	 Company	
and the Group have adequate resources to continue operations for the foreseeable future. 
For this reason, they continue to adopt the going concern basis in preparing the financial 
statements. In forming this view, the directors have reviewed the Group’s budgets, cash 
flow forecasts and capital expenditure requirements for the next twelve months along with 
forecast capital expenditure for the next five years. The Board also considers the impact of 
the financial risks upon the business, details of which are included in Note 18 to the  
financial statements. 26
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Board r eport on r emuneration
1 Best Practice
The Board Report on Remuneration (‘the Report’) aims to provide shareholders with information 
on the remuneration of the directors of Haynes Publishing Group P .L.C., and the criteria by 
which that remuneration has been determined during the year under review. The Report has 
been prepared in accordance with the requirements of The Companies Acts and the applicable 
UK Listing Authority’s Listing Rules.
2 c onstitution of the r emuneration and n omination c ommittee 
Until the resignation of A Garner on 9 September 2010 and in line with A.4.1 and B.2.1  
of the Code, the Committee comprised two independent non-executive directors. Following  
A Garner’s resignation, the Committee comprises the Board’s sole independent non-executive 
director, E Bell (Chairman of the Committee), JHC Haynes (Executive Chairman) and MEF 
Haynes (non-executive director). Whilst JHC Haynes is not independent of management,  
as required by B.2.1 of the Combined Code, in considering the composition of the Committee, 
the Board gave full consideration to the other provisions of the Combined Code and in 
particular, B.2 which states that Remuneration Committees should consult with the Chairman 
and/or the Group Chief Executive about their proposals relating to the remuneration of the other 
executive directors. Having considered the Committee’s terms of reference, the constitution  
of the Group Board and the frequency of meetings, the Board felt it practical to include the 
Main Board Chairman as a member of the Committee. Any changes affecting his remuneration 
were discussed by the Committee without his participation.
3 Policy on directors’ remuneration 
The Committee is responsible for determining the emoluments of the executive directors of 
the Group. The Committee frames its decisions to ensure that the Group’s executive directors 
are appropriately rewarded for their contributions to the Group, whilst reflecting their scale of 
responsibility and performance. Through monitoring the market place and the occasional use of 
external advisers, the Committee seeks to offer remuneration packages which not only reflect 
current market conditions but are also commensurate with attracting, retaining and motivating 
directors of quality to ensure the continued growth and success of the Group. During the year 
under review, the Committee did not use the services of external advisers. In determining the 
emoluments of the executive directors, the Committee feels it is impractical to also monitor in 
detail the remuneration of senior management below board level as required by B.2.2 of the 
Code. Accordingly, the remuneration packages of senior management below Board level are 
reviewed by the executive director responsible for the respective business areas in which the 
senior managers are employed.
It is the Committee’s policy to ensure that there is a strong link between the level of 
executive directors’ remuneration and the performance both of the Group and its individual 
trading companies. Thus each executive director can augment their basic salary through 
a performance related bonus/incentive arrangement. The Committee has considered the 
appointment of permanent external consultants; however given the combined experience 
resting in the Committee members and bearing in mind the considerable costs of appointing 
permanent consultants, it is thought preferable that such an appointment should not be made.
4 Directors’ remuneration 
(i) Total emoluments
(a) The total emoluments of the directors of the Company were as follows:
  2011 2010
  £000 £000
Salaries and taxable benefits  1,021 813
Performance related bonuses  351 356
  1,372 1,169
Non-Executive Directors’ fees  65 71
T otal emoluments  1,437 1,240
Pension contributions  398 297 
  1,835 1,537 27
(b) The following categories comprise the principal elements of executive directors’ 
remuneration:
•	 	 Basic 	salaries	 and	fixed	benefits
•	 	 Annual	bonuses
•	 	 Pensions
 
Each of these elements is viewed with equal importance by the Committee, so as to ensure 
that the remuneration packages reflect not only the short term but also the longer term goals 
of the Company and of the Group. Consequently, although contrary to Schedule A, item 6 of 
the Combined Code provisions, the Committee believes that, as the performance bonus is an 
integral part of the executive directors’ remuneration package and as it is and has been for 
many years, part of their employment contracts, it is proper for this amount to form part of the 
directors’ pensionable salary. Pensionable salary is defined under the UK pension scheme rules 
as the amount declared to the Inland Revenue on an individual’s P60.
Each element of remuneration payable to the executive directors is discussed in more detail 
below and tabulated later in this Report.
Non-executive directors receive a fee for their services and are entitled to the reimbursement of 
incidental expenses. 
(ii) Basic salary and benefits
Basic salaries for all executive directors are reviewed annually by the Committee. When 
undertaking their annual review, the Committee is mindful of the annual pay review process for 
employees and employment conditions elsewhere within the Group as well as RPI and similar 
indices of inflation. Whilst these are important factors in determining the appropriate level of pay 
for the executive directors, they are not the only factors that it will consider when reaching  
its decision. 
The standard increase in executive directors’ base salaries during the financial year 
commencing 1 June 2010 was 3%. However, as from 1 June 2010 the UK Company increased 
its contribution to the UK defined benefit pension scheme by 1% and in line with the other UK 
employees the annual salary increase for JHC Haynes and J Yates-Round was 2%. In addition, 
each executive director is entitled to holiday in accordance with the Company’s policy for full 
time employees.
E Oakley, D Benhardus, J Yates-Round and A Kwarts are provided with a fully expensed car. 
JH Haynes is entitled to a fully expensed car in the US and to fuel expenses in the UK. JHC 
Haynes has opted to take an annual allowance in lieu of a company car and is entitled to 
receive fuel expenses.
All executive directors receive long term disability insurance and travel insurance, together with 
health cover for themselves and their immediate families. 28
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
(iii) Annual bonus
An annual bonus is paid to each director based on the performance of the overall Group or of 
a substantial component of the Group. The bonuses payable in respect of the financial year 
ended 31 May 2011 were as follows:
JHC Haynes was entitled to a bonus of 0.5% on the first £4.5 million of overall Group net profit 
and 1.5% thereafter.
E Oakley was entitled to the following proportion of overall Group net profit: 1.5% on the first 
£4.5 million, 2.5% between £4.5 million and £7.5 million, and 3.5% over £7.5 million. This 
arrangement was last subject to review on 1 December 2007 and will be reviewed again during 
the current financial year.
Additionally, E Oakley is entitled to a one time discretionary bonus at an amount to be decided 
by the Chairman in consultation with the Committee in the event that the Group disposes 
of one of the Group’s businesses at a gain entirely attributable to the performance of that 
business.
D Benhardus was entitled to 0.5% of overall Group net profit.
J Yates-Round was entitled to a bonus of 1% of the net profit of the UK and European 
businesses.
A Kwarts was entitled to a bonus calculated on the net profits of the Vivid Group based on the 
following: 0.5% if the net profit exceeds the prior year by 15% or more but less than 25%, 1% 
if the net profit exceeds the prior year by 25% or more but less than 50% and 2.0% if the net 
profit exceeds the prior year by 50% or more.
JH Haynes was entitled to a bonus of 1% of the Group’s overall net profit.
For the purposes of the above the ‘net profit’ of the Group is before tax and excluding profits 
of a capital nature and before deductions of bonuses payable to other executive directors. The 
net profit of the UK and European businesses is calculated on the same basis, and before the 
deduction of Group costs. The net profit of the Vivid Group is calculated as the consolidated 
profit before tax of Vivid Holding BV before the deduction of Haynes Group costs.
(iv) Share option scheme
The Company has approval to operate an executive share option scheme. No such options are 
in existence at the present time.
(v) Pension policy
Each of the executive directors has been and continues to be contractually entitled to final 
salary or money purchase related pension benefits as described below.
(a) Defined benefit schemes
  The UK Scheme
  JHC Haynes and J Yates-Round are members of the UK scheme.
  The target pension for the directors is currently two-thirds of final pensionable salary at 
the age of 60 (from 12 July 2011 the pensionable retirement age has increased to 61). 
Final pensionable salary is defined as an average of the best three consecutive annual 
pensionable salaries in the final 10 years of service. The director contributes 5% of his 
pensionable pay, as defined under the Scheme rules (from 12 July 2011 this has increased 
to 8%). Death in service benefits provide for a return of the individual’s contributions made 
to the scheme, a cash sum equal to 4 times pensionable salary and a widow or dependants 
pension equal to 50% of the target pension receivable at normal retirement age. For death 
occurring during retirement a widow’s pension equal to 50% of pension entitlement is 
payable.
Board r eport on r emuneration
(continued) 29
  Pensions increase annually during retirement by the lower of 5% (from 12 July 2011 this has 
been reduced to 2.5%) or the percentage rise in the  Retail Price Index.
  With the approval of the Pension Scheme Trustees and the Employer, members may retire 
from the age of 55 on an actuarially reduced pension based on the shorter working life and 
after taking into account the cost of earlier payments.
 The US Plan
  E Oakley, D Benhardus and JH Haynes are members of the US Plan. The US Plan 
provides for a pension that vests in yearly increments reaching a maximum of 50% of 
final pensionable salary on attaining 7 or more years service with the Company. The final 
pensionable salary is calculated in a consistent manner to the UK scheme.
  The retirement age for the non-contributory US Plan is 65.
  Death in service benefits provide for a widow or dependants pension equal to the actuarial 
equivalent of the accrued benefit at the date of death. For death occurring during retirement 
a widow’s pension equal to 50% of pension entitlement is payable. In both cases election 
may be made to receive a cash lump sum, or by instalments, the amounted vested (actuarial 
accrued benefit).
  Pensions do not increase during retirement.
  There are no provisions for early retirement under the US Plan rules but the vested actuarial 
accrued benefit may be taken in instalments, as a lump sum or left in the Plan until age 70 
when, by law, they must be taken.
(b) Defined contribution (‘Money Purchase’) arrangements
  A Kwarts is a member of the Vivid Holding BV pension scheme which is governed by the 
employment laws in the Netherlands. Under the regulated scheme the employee contributes 
5.0% of gross salary (including holiday pay) and the employer contributes 2.2%.
  In the US, members whose benefits are capped by legislation participate in additional money 
purchase arrangements. A scheme has been set up based on the difference between the 
Company’s actual contributions to the defined benefit scheme and those contributions 
which would have been paid without the legislative cap. The pensionable cap in the US is 
$245,000 (£154,574). Under this arrangement the Company made contributions on behalf 
of E Oakley amounting to $267,014 (£168,463) and D Benhardus $55,896 (£35,266) during 
the year.
  Additionally, in the US there is an employer savings plan (401K pension plan) available to all 
employees. Under the plan the Company contributes 1.6% of salary as well as matching 
one third of employees’ deferrals up to a maximum of 6% of salary. During the year, the 
contributions for E Oakley amounted to $8,820 (£5,565) and for D Benhardus $8,153  
(£5,144). In the UK, there is an additional AVC facility for members of the UK Scheme. 30
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
5 Performance graph
The following graph compares the total return on the Company’s shares with that of the ‘FTSE 
Small Cap’ index and the FTSE Media & Photography index over the last 5 years. This index was 
chosen following discussion with the Group’s auditors, as being the indexes most representative of 
the performance of the shares of generally comparable companies.
Percentage Growth 
5 years from June 2006 to May 2011
A - FTSE Media & Photography TR in GB (31.32%)
C - Haynes Publishing Grp ORD20P TR in GB (7.23%)
B - FTSE Small Cap Index TR in GB (10.27%)
Jun 06 Oct Feb 07 Jun Oct Feb 08 Jun Oct Feb 09 Jun Oct Feb 10 Jun Oct Feb 11
-60%
-40%
-20%
0%
20%
40%
A
B
C
6 Service contracts
The Committee is mindful of the unique characteristics of the Company; its vertical integration 
as both publisher and printer, its product range, its geographical spread, and its shareholder 
base. The Company’s competitive position must be of paramount concern. The service contracts 
for executive directors in the UK and Europe include a notice period of 12 months or less upon 
termination. 
Directors who are US based are employed ‘at will’ and there is no notice provision. However to 
ensure reasonable parity with the UK based directors a “notional” notice period applies to the 
calculation of their entitlements upon termination. If the Company terminates without notice or at 
short notice, the individual is entitled to the contractual entitlements and benefits which would have 
accrued within the notice period. With the Company’s consent these may be “rolled up” into a 
single payment at the point of termination.
In the event of termination for cause, the bonus element of remuneration is either not payable or 
payable only at the discretion of the Company.
Director Date of contract notice period
JHC Haynes 15 February 2002 12 months
E Oakley 30 May 2002 None (24 months notional)
D Benhardus 31 May 2002 None (12 months notional)
J Yates-Round 2 September 2010 12 months
A Kwarts 12 October 2010 3 months
JH Haynes (UK) 29 November 1979 12 months
JH Haynes (US) 29 November 1979 6 months
 
E Oakley’s original service contract was renegotiated upon his appointment as Group Chief 
Executive on 1 June 2002. The Committee is well aware of the advice provided in the Combined 
Code at B.1.6 concerning the length of the notice period, and in agreement with it, thus all but one 
of the directors have notice periods of 12 months or less. In the exceptional case, the Committee 
believes that it is not presently in the interests of the shareholders to negotiate an amendment.
Board report on remuneration
(continued) 31
 The directors’ service contracts are not of a fixed term, but will continue until  
 terminated by either party.
 
 Non-executive directors do not hold service contracts with the Company and are  
 appointed at the will of the board usually for a fixed period of two years. 
 
 Section 4(i)(a) and 4(v)(b) along with the following disclosures (up to and  
 including page 32) on directors’ remuneration have been audited as required by the  
 Companies Act 2006.
7 Directors’ remuneration for year ending 31 May 2011
The emoluments of the individual directors were as follows:
 Salary Performance  Total 2010
 and Fees Bonus Benefits 
[1] 
Emoluments Total
 £000 £000 £000 £000 £000
Executive
JHC Haynes 121 68 7 196 212
E Oakley
 [2/4] 
332 143 31 506 462
D Benhardus 
[4] 
183 38 20 241 231
J Yates - Round 99 27 19 145 -
A Kwarts 
[5] 
84 - 6 90 -
JH Haynes 104 75 15 194 264
 923 351 98 1,372 1,169
n on-Executive
E Bell 37 - - 37 28
A Garner
[3] 
6 - - 6 22
MEF Haynes 22 - - 22 21
 65 - - 65 71
Total 988 351 98 1,437 1,240
[1]
 The benefits principally relate to the provision of company cars, fuel and 
healthcare.
[2]
 E Oakley waived $7,840 (£4,946) of his bonus received in respect of the year 
ending 31 May 2010. A profit share contribution of $7,840 was then made by the 
Company into Mr E Oakley’s ‘401K’ pension plan in the US.
[3]
 A Garner retired as a director in September 2010.
[4] 
E Oakley and D Benhardus are paid in US Dollars.
[5] 
A Kwarts is paid in Euros. 32
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
8 Directors’ accrued pension entitlements
        Transfer  
        value of the   
        increase   (Decrease)/ 
        in accrued   increase
       Increase in benefit Transfer Transfer transfer
       accrued (excluding  value value value
     Directors’ Accrued benefit inflation) less of accrued  of accrued excluding
  Normal 
[1]
  Years of contributions benefit excluding directors’ benefits benefits directors’
  pensionable  pensionable 2011 2011 inflation contributions 2011 2010 contributions
 [Note] Age Age service £000 £000 £000 £000 £000 £000 £000
JHC Haynes  UK 60 44 9 6 29 3 36 384 312 72
E Oakley  US,MP 65 64 29 - 73 4 53 867 870 (3)
D Benhardus  US,MP 65 64 23 - 73 5 63 867 860 7
J Yates-Round  UK 60 50 11 5 30 4 54 380 283 97
JH Haynes  US 65 73 29 - 33 4 32 315 365 (50)
US  Member of the US Plan
  All current year amounts for the US plan have been converted to sterling at the closing rate for the
 financial year. The prior year transfer values of accrued benefits have been stated at the exchange rate 
 ruling at 31 May 2010. The amounts in US Dollars were as follows:
  2011 2010
  $000 $000
 JH Haynes 519 530
 E Oakley 1,427 1,264
 D Benhardus 1,427 1,250
UK Member of the UK Scheme.
MP  Also participates in a defined contribution (‘Money Purchase’) arrangement (see above).
[1]
 The normal pensionable age for Main Board Directors of the UK Scheme increased to 61 from 12 July 2011.
The accrued benefit shown is that which would be paid annually on retirement age based on 
service to the end of the year.
From 1 October 2008, UK Government legislation requires the Trustees to take responsibility for 
setting the assumptions which underlies the calculation of voluntary transfers to be paid from the 
Plan, having first taken advice from the scheme actuary. Prior to this date the responsibility for 
setting the assumptions lay with the scheme actuary. Accordingly, the transfer values of the UK 
accrued pensions at the year-end have been calculated in accordance with this requirement.
Details of the Committee’s policy on pensions and the pension arrangements themselves are 
provided earlier in this Report.
On behalf of the Board.
James Bunkum
Group Company Secretary
14 September 2011
Board r eport on r emuneration
(continued) 33
The directors are responsible for keeping adequate accounting records that show and explain 
the Company’s transactions, disclose with reasonable accuracy at any time the financial 
position of the Company, and enable them to ensure that the financial statements comply with 
the requirements of the Companies Act 2006, and as regards the Group financial statements, 
Article 4 of the IAS Regulation.
The directors are required by the Companies Act 2006 to prepare financial statements for each 
financial year which give a true and fair view of the state of affairs of the Company and the 
Group as at the end of the financial year and of the profit or loss of the Group for the financial 
year.  The directors are required to prepare financial statements for the Group in accordance 
with Article 4 of the IAS Regulation and have chosen to prepare financial statements for the 
Company in accordance with UK Generally Accepted Accounting Practice. 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 for the Group for that period.
In preparing the Group and Company financial statements, the directors are required to:
•	 select 	suitable	accounting	policies	 and	then	 apply	them	consistently; 
•	 make 	 judgements	and	 estimates	that	ar e 	 r easonable 	and	 prudent; 
•	 for 	the	 Gr oup 	 financial 	 statements,	state	whether 	they	 have	been	 pr epar ed 	in	accor dance 		
 with IFRS as adopted by the EU, subject to any material departures disclosed and 
explained in the financial statements; 
•	 for	the	 Company 	 financial	statements,	 state	whether	applicable	UK	Accounting	Standar ds		
 have been followed, subject to any material departures disclosed and explained in the 
financial statements; and 
•	 pr epar e 	the	financial 	statements	on 	the	going 	concer n 	basis	 unless	it	 is	inappr opriate 	 to		
 presume that the Group and Company will continue in business.
They are also responsible for safeguarding the assets of the Company and hence for taking 
reasonable steps for the prevention and detection of fraud and other irregularities. 
 
The directors are responsible for preparing a directors’ report and a directors’ remuneration report 
which comply with the requirements of the Companies Act 2006.
Website publication
The directors are responsible for ensuring the annual report and financial statements are made 
available on a website.  Financial statements are published on the Group’s UK website in 
accordance with legislation in the United Kingdom governing the preparation and dissemination 
of financial statements, which may vary from legislation in other jurisdictions. The maintenance 
and integrity of the Group’s UK website is the responsibility of the directors. The directors’ 
responsibility also extends to the ongoing integrity of the financial statements contained therein.
Directors’ responsibility statement pursuant to DTr 4
The directors confirm to the best of their knowledge:
•	 The	Gr oup	financial 	statements	have	 been	pr epar ed	in	accor dance	with	Inter national	 	
 Financial Reporting Standards as adopted by the European Union (IFRSs) and Article 4 of  
 the IAS Regulation and give a true and fair view of the assets, liabilities, financial position  
 and profit and loss of the Group.
 
•	 The 	annual	 r eport 	 includes	a	fair 	r eview 	 of	the	 development	and 	performance 	 of	the	 	
 business and the financial position of the Group and the Parent Company, together with a  
 description of the principal risks and uncertainties that they face.
Statement of Directors’  
r esponsibilities 34
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Independent auditor’s r eport
to the members of Haynes
Publishing Group P.L.c .
We have audited the financial statements of Haynes Publishing Group P .L.C. for the year ended 
31 May 2011 which comprise the Consolidated Balance Sheet and Company Balance Sheet, 
the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, 
the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, the 
Parent Company reconciliation of movement in shareholders’ funds and the related notes. The 
financial reporting framework that has been applied in the preparation of the Group financial 
statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted 
by the European Union. The financial reporting framework that has been applied in preparation 
of the Parent Company financial statements is applicable law and United Kingdom Accounting 
Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance with 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.
r espective 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
A description of the scope of an audit of financial statements is provided on the APB’s website 
at www.frc.org.uk/apb/scope/private.cfm.
o pinion on financial statements
In our opinion: 
•	 the	financial 	statements	give 	 a 	true 	and 	fair	 view 	 of	the	 state 	 of	the	 Gr oup’ s	 and	the	 Par ent 	 	
 Company’s affairs as at 31 May 2011 and of the Group’s profit for the year then ended; 
•	 the 	Gr oup 	financial 	statements	have	 been	pr operly 	pr epar ed 	in	accor dance 	with	IFRSs	 as 		
 adopted by the European Union; 
•	 the 	 Par ent 	 Company 	 fi nan cial 	 statements 	 have 	 been 	 pr operly 	 pr epar ed 	 in 	 ac cor d an ce 	 with 	 	
 United Kingdom Generally Accepted Accounting Practice; and 
•	 the 	financial 	statements	have	been	pr epar ed 	in	accor dance 	with	the	 r equir ements 	of	the 		
 Companies Act 2006; and, as regards the Group financial statements, Article 4 of the  
 IAS Regulation. 35
o pinion on other matters prescribed by the c ompanies act 2006
In our opinion:
•	 the 	part	 of 	 the 	 dir ectors’	r emuneration 	r eport	to	 be	audited 	has	been	 pr operly	pr epar ed	 in 		
 accordance with the Companies Act 2006; and 
•	 the	information 	given	 in 	 the	 dir ectors’ 	r eport	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 	 r ecor ds	have	not 	been	kept	 by	the	Par ent 	Company , 	or	r etur ns	 	
 adequate for our audit have not been received from branches not visited by us; or 
•	 the 	Par ent 	Company	financial	statements	 and	the 	part	of 	the	dir ectors’ 	 r emuneration 		
 report to be audited are not in agreement with the accounting records and returns; or 
•	 certain	 disclosur es	 of 	 dir ectors’ 	r emuneration 	 specified	by	law	ar e 	not	made;	 or 
•	 we	 have 	 not 	 r eceived 	 all	the	information 	and 	explanations	we	r equir e 	for 	our	audit.
Under the Listing Rules we are required to review:
•	 the 	dir ectors’ 	 statement,	set 	 out	on	page	33,	 in 	 r elation 	to	going 	concer n;	 and 
•	 the 	part	 of 	 the 	 corporate	gover nance	statement 	 r elating	to	the 	Company’ s 	compliance		
 with the nine provisions of the 2008 Combined Code specified for our review. 
 
Malcolm Thixton  (Senior Statutory auditor)
For and on behalf of BDO LLP , Statutory Auditor 
Southampton 
United Kingdom 
14 September 2011
BDO LLP is a limited liability partnership registered in England and Wales  
(with registered number 0C305127) 36
2011 2010
c ontinuing operations £000 £000
Note 2 r evenue 32,743  33,310 
Cost of sales (11,937) (11,910)
Gross profit 20,806  21,400 
Other operating income 214  325 
Distribution costs (7,007) (7,926)
Administrative expenses (6,326) (6,113)
Note 4 o perating profit 7,687  7,686 
Note 6 Finance income  1,283  1,053 
Note 7 Finance costs (1,793) (1,571)
Profit before taxation from continuing operations 7,177  7,168 
Note 8 Taxation (2,428) (2,486)
Profit for the period from continuing operations 4,749  4,682 
Attributable to : 
Equity holders of the Company 4,742  4,677 
Non-controlling interests 7  5
 4,749  4,682 
Note 9 Earnings per 20p share Pence Pence
Earnings per share from continuing operations
            – Basic 29.0 28.6
            – Diluted 29.0 28.6
c onsolidated Income Statement
Year ended 31 May 2011
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Financial Statements 37
c onsolidated Statement of c omprehensive Income 
Year ended 31 May 2011
2011 2010
£000 £000
Profit for the period 4,749 4,682  
o ther comprehensive income
Exchange differences on translation of foreign operations (2,278)  2,520 
Actuarial gains/(losses) on retirement benefit obligation
- UK Scheme 3,032 (4,535)
- US Scheme 210  1,003
Deferred tax on retirement benefit obligation
- UK Scheme (788)  1,270 
- US Scheme (84) (401) 
Deferred tax arising on change in UK corporation tax rate (234) -
o ther comprehensive income recognised directly in equity (142) (143) 
Total comprehensive income for the financial period 4,607  4,539 
Attributable to :
Equity holders of the Company 4,600 4,534 
Non-controlling interests 7  5
 4,607  4,539  38
2011 2010
£000 £000
n on-current assets
Note 11 Property, plant and equipment 9,850  10,725 
Note 12 Intangible assets 17,022  16,537 
Note 17 Deferred tax assets 4,155  5,424 
Total non-current assets 31,027  32,686 
c urrent assets
Note 13 Inventories 13,255  13,193 
Note 14 Trade and other receivables 10,319  10,651 
Note 15 Cash and cash equivalents 5,383  3,842 
Total current assets 28,957 27,686 
Total assets 59,984  60,372 
c urrent liabilities
Note 16 Trade and other payables (4,465) (4,288)
Current tax liabilities (704) (254)
Total current liabilities (5,169) (4,542)
n on-current liabilities
Note 17 Deferred tax liabilities (3,849) (3,353)
Note 19 Retirement benefit obligation (10,434) (14,017)
Total non-current liabilities (14,283) (17,370)
Total liabilities (19,452) (21,912)
n et assets
 40,532  38,460 
Equity
Note 20 Share capital 3,270  3,270 
Share premium 638  638 
Retained earnings 32,791  28,448 
Foreign currency translation reserve 3,818  6,096 
c apital and reserves attributable to equity shareholders 40,517  38,452 
Equity attributable to non-controlling interests 15  8 
Total equity 40,532  38,460 
  The financial statements were approved by the board of directors and authorised for issue   
 on 14 September 2011 and were signed on its behalf by:
  
 
 JHc Haynes                                         E o akley
 Director                                                   Director
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
c onsolidated Balance Sheet
At 31 May 2011
Financial Statements 39
Share
capital
Share
premium
Foreign
currency
translation
reserve
Retained
earnings Sub-total
Non-
controlling
interests Total
£000 £000 £000 £000 £000 £000 £000
Balance at 1 June 2009 3,270  638  3,576 29,328  36,812  3  36,815 
Profit for the period -    -    -    4,677  4,677  5 4,682 
Other comprehensive income:
Currency translation adjustments -    -    2,520  -    2,520  -    2,520 
Actuarial losses on defined benefit  
plans (net of tax) -    -    -    (2,663) (2,663) -    (2,663)
Total other comprehensive income -    -   2,520 (2,663) (143) -   (143)
Total comprehensive income -    -    2,520  2,014  4,534  5 4,539 
Dividends (note 10) -    -    -    (2,894) (2,894) -    (2,894)
Balance at 1 June 2010 3,270  638  6,096  28,448  38,452  8  38,460 
Profit for the period -    -    -    4,742  4,742  7  4,749 
Other comprehensive income:
Currency translation adjustments -    -    (2,278)  -    (2,278)  -    (2,278) 
Actuarial gains on defined benefit  
plans (net of tax) -    -    -   2,136 2,136 -    2,136
Total other comprehensive income -   -   (2,278) 2,136 (142) - (142)
Total comprehensive income -    -    (2,278)  6,878  4,600  7  4,607 
Dividends (note 10) -    -    -    (2,535) (2,535) -    (2,535)
Balance at 31 May 2011 3,270  638  3,818  32,791 40,517 15  40,532  
c onsolidated Statement of c hanges in Equity
Year ended 31 May 2011 40
  c ash flows from operating activities - continuing
2011 2010
£000 £000
Profit after tax 4,749  4,682 
adjusted for :
Income tax expense 2,428  2,486 
Interest payable and similar charges 1  9 
Interest receivable (16) (29)
Interest charges on pension liabilities less expected return on pension assets 525 538 
Operating profit 7,687  7,686 
Depreciation on property, plant and equipment 976  1,014 
Amortisation of intangible assets 1,215  874 
IAS 19 pensions current service cost net of contributions paid (621) (693)
Gain on disposal of property, plant and equipment (5) (19) 
 9,252  8,862 
c hanges in working capital :
(Increase)/decrease in inventories (839)  105
(Increase)/decrease in receivables (351)  1,492 
Increase/(decrease) in payables 315 (226)
n et cash generated from operations 8,377  10,233 
Tax paid (1,447) (1,796)
n et cash generated by operating activities 6,930  8,437 
Investing activities
Disposal proceeds on property, plant and equipment 31  29 
Purchases of property, plant and equipment (578) (1,158)
Expenditure on development costs (2,134) (2,143)
Acquisition costs:
- Deferred consideration - (84)
Interest received 16  29 
n et cash used in investing activities (2,665) (3,327)
Financing activities
Dividends paid (2,535) (2,894)
Interest paid (1) (13)
n et cash used in financing activities (2,536) (2,907)
Note 22 n et increase in cash and cash equivalents 1,729  2,203 
Cash and cash equivalents at beginning of year 3,842  1,370 
Effect of foreign exchange rate changes (188)  269 
Note 22
c ash and cash equivalents at end of year 5,383  3,842 
c onsolidated c ash Flow Statement
Year ended 31 May 2011
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Financial Statements 41
 1 Principal accounting policies
  Haynes Publishing Group P .L.C. (the “Company”) is a company domiciled in the United Kingdom.  
  The address of the registered office is given on page 13. The Consolidated Financial Statements of
 the Company for the year ended 31 May 2011 comprise the Company and its subsidiaries  
 (together referred to as the “Group”). The accounting policies contained below and the disclosures  
 in notes 2 to 25 all relate to the Group’s financial statements. The Company has  elected to prepare  
 its Parent Company financial statements in accordance with UK GAAP . The Parent  Company  
 Balance Sheet can be found on page 76 and the applicable accounting policies of  the Parent  
 Company are contained in notes 26 to 38. 
 
  Basis of preparation
  The Group financial statements have been prepared and approved by the directors in accordance  
  with International Financial Reporting Standards (IFRS’s) as adopted by the European Union and  
  the Companies Act 2006 applicable to companies reporting under IFRS.  
  
  The Group financial statements have been prepared on the historical cost basis except for the  
  treatment of certain financial instruments and are presented in sterling, with all values rounded  
  to the nearest thousand pounds (£000) except as indicated otherwise.
  (a) n ew standards, amendments to standards or interpretations effective in 2010/11
  During the Group’s financial year beginning 1 June 2010 the following new standards, amendments  
  to standards or interpretations became effective for the first time.  
 
  IFRS 3 (revised): ‘Business Combinations’, requires that costs incurred during a business  
  combination which previously could be capitalised must now be expensed as incurred. 
 
  IAS 27 (revised): ‘Consolidated and Separate Financial Statements’, states that if an intangible  
  asset acquired as part of a business combination is identifiable only with another intangible asset,  
  the group of intangibles can be treated by the acquirer as a single asset as long as the individual  
  assets have similar useful lives. 
  
  Although not relevant to the Group in the current financial year, the above amendments will be  
  relevant for acquisitions made by the Group in the future.
  In addition to the above, amendments to IFRS 2 ‘Share-based payment’, IAS 28 ‘Investments  
  in Associates’, IAS 31: ‘Interests in Joint Ventures’, IAS 32: ‘Financial Instruments: Presentation’  
  and IAS 39: ‘Financial Instruments: Recognition & Measurement’ became effective during the  
  financial year ended 31 May 2011.
 The above amendments were either not relevant or did not have a material impact on the Group  
 during the year.
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011 42
 1 Principal accounting policies (continued)
  
  
  (b) n ew standards, amendments to standards or interpretations not yet applied
  The International Accounting Standards Board (IASB) and International Financial Reporting  
  Interpretations Committee (IFRIC) have issued the following standards, amendments and  
  interpretations with an effective date falling after the date of these financial statements.
 
  International accounting Standards (IaS/IFr S)   Effective date 
          for periods commencing
  IFRS 7 (amendments):      Financial instruments disclosures  1 July 2011
  IFRS 9:                             Financial instruments   1 January 2013*
  IAS 12 (revised):               Income taxes   1 January 2012
  IAS 24 (revised):               Related party disclosures   1 January 2011
  
   
  International Financial r eporting Interpretations c ommittee (IFr Ic )
  IFRIC 13: (amendments): Customer loyalty programmes  1 January 2011 
  IFRIC 14: (amendments): Payments of a minimum funding requirement 1 January 2011
  IFRIC 19:                         Extinguishing financial liabilities with equity  
                                          instruments   1 July 2010 
  * Not yet adopted for use in the European Union
 The above standards, amendments to standards and interpretations will be adopted in accordance  
 with their effective dates and have not been adopted in these financial statements. The directors  
 do not anticipate that the adoption of the above standards and interpretations will have a material  
 impact on the financial statements of the Group in the period of initial application.
 
 Basis of consolidation
 The Consolidated Financial Statements incorporate the financial statements of the Company and 
 entities controlled by the Company made up to the reporting date. Control is achieved where 
 the Company has the power to govern the financial and operating policies of an investee entity 
 so as to obtain benefits from its activities.  
 
 On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at 
 their fair values at the date of acquisition. Any excess of the fair value of consideration over the 
 fair values of the identifiable net assets acquired is recognised as goodwill. Any deficiency of 
 the fair value of consideration below the fair values of the identifiable net assets acquired 
 (i.e. discount on acquisition) is credited to the Consolidated Income Statement at the date of  
 acquisition. 
 
 The results of subsidiary undertakings acquired or disposed of in the year are included in the  
 Consolidated Income Statement from the effective date of acquisition or up to the effective date  
 of disposal, as appropriate. Where necessary, adjustments are made to the financial statements  
 of subsidiaries to bring the accounting policies used into line with those used by the Group. 
 Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries that  
 is not held by the Group and is presented within equity in the Consolidated Balance Sheet,  
 separately from the Company shareholders equity.
 All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011 43
 1 Principal accounting policies (continued)
  Intangible assets and goodwill
  All business combinations are accounted for by applying the purchase method. Goodwill arising  
  on consolidation represents the excess of the fair value of consideration over the Group’s  
  interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly  
  controlled entity at the date of acquisition and is included in the balance sheet under the  
  heading of intangible assets.
 
 For acquisitions made prior to 1 June 2004, goodwill is recorded on the basis of its deemed  
 cost which represented its carrying value at 1 June 2004 under UK GAAP .
 
 The goodwill is allocated to cash generating units and reviewed for impairment at least annually.  
 On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of  
 goodwill is included in the determination of the profit and loss on disposal.  
 
 Where applicable adjustments are made to bring the accounting policies of an acquired  
 business into alignment with those of the Group. Any costs associated with reorganising or
 restructuring the business are charged directly to the Consolidated Income Statement. If at 
 the balance sheet date the fair value of the acquiree’s identifiable assets, liabilities and   
 contingent liabilities can only be established provisionally these values are used. Any   
 adjustments to these values made within 12 months of the acquisition date are taken as  
 adjustments to goodwill.
 
 Intangible assets acquired separately are measured on initial recognition at cost. An intangible  
 resource acquired in a business combination is only recognised as an intangible asset if it is 
 separable from the acquired business or arises from contractual or legal rights, is expected  
 to generate future economic benefits and its fair value can be measured reliably. An intangible  
 asset with a finite life is amortised on a straight line basis so as to charge its cost which, 
 in respect of an acquired intangible asset, represents its fair value at the acquisition date, to the 
 Consolidated Income Statement over its expected useful life. An intangible asset with an 
 indefinite or indeterminate life is not amortised but is tested at least annually for impairment and 
 carried at costs less any recognised impairment losses.
 
 Computer software that is not integral to an item of property, plant and equipment is recognised  
 separately as an intangible asset. Amortisation is provided on a straight line basis so as to  
 charge the cost of the software to the Consolidated Income Statement over its expected useful life  
 within  the business. 
 
 The estimated useful lives of assets are as follows: 
 
 Trademarks, domain names, copyright, know-how   Indeterminate life
 Goodwill     Indefinite life
 Development costs    5 years 
     
   44
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 1 Principal accounting policies (continued)
  r esearch and development costs
  All research expenditure is charged to the income statement in the period in which it is incurred. 
  
 Development expenditure is charged to the income statement in the period in which it is 
 incurred unless it relates to either the development of a new product or an enhancement to an  
 existing product where the commercial viability of the product can be proven, the costs can be  
 separately identified and measured reliably, the development is expected to bring future economic
 benefit to the Group and the Group has sufficient resources and intends to complete  the  
 development and to use or sell the asset. Any such capitalised development expenditure is
 amortised on a straight line basis so that it is expensed to the income statement over the expected  
 life of the product.
  
  r evenue recognition
  Revenue is measured at the fair value of the consideration received or receivable for goods or  
  services provided in the normal course of business, net of discounts and sales related taxes.   
   The following specific recognition criteria also apply:    
 Revenue from the sale of goods is recognised when the goods are dispatched and the  significant  
 risks and rewards of ownership are passed to the customer and can be reliably measured.
 
 Revenue from the sale of services is recognised when the service has been supplied and the risks  
 and rewards associated with the supply have been passed to the customer. 
    
 Revenue from the sale of licenses under a fixed term and price contract is recognised on a 
 straight line basis over the period of the contract. Revenue from the sale of an individual 
 non-refundable license is recognised once the license has been delivered and the substantial 
 obligations of the vendor have been fulfilled.
   
  Foreign currencies
 Transactions in foreign currencies are translated to sterling at the rate ruling on the date of the 
 transaction. Exchange differences arising from the movement in rates between the date of  
 transaction and the date of settlement are taken to the Consolidated Income Statement as  
 they arise. 
   
 Assets (including goodwill) and liabilities of overseas subsidiaries are translated to sterling at the  
 rate ruling on the balance sheet date. The results of that subsidiary are translated at an average  
 rate of exchange for the year.    
 
 Exchange gains or losses arising on the translation of the opening net assets of an overseas 
 subsidiary, together with exchange differences arising on the use of the average rate of exchange,  
 are taken to reserves.
 
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011 45
 1 Principal accounting policies (continued)
  Foreign currencies (continued)
 The foreign exchange rates used in the financial statements to consolidate the overseas  
 subsidiaries are as follows (local currency equivalent to £1):
Year-end rate Average rate
2011 2010 2011 2010
US dollar 1.65 1.45 1.59 1.58
Euro 1.15 1.18 1.17 1.13
Swedish krona 10.18 11.38 10.65 11.51
Australian dollar 1.54 1.73 1.62 1.81
  Impairment of non-current assets
  All non-current assets are tested for impairment whenever events or circumstances indicate that  
  their carrying value might be impaired. In addition, intangible assets and goodwill with an indefinite  
  or indeterminable life are subject to at least an annual impairment test.
 
 An impairment loss is recognised to the extent that an asset’s carrying value exceeds its  
 recoverable amount, which will represent the higher of the asset’s fair value less costs to sell and  
 its value in use. An asset’s value in use represents the present value of the future cash flows  
 expected to be derived from the asset. Where it is not possible to estimate the recoverable  
 amount of an individual asset, an impairment review is undertaken in relation to the cash  
 generating unit to which the asset belongs. The recoverable amount of  goodwill is determined by  
 reference to the discounted future cash flows of the cash generating unit to which it is allocated.
 Impairment losses recognised in previous periods for an asset other than goodwill are reversed  
 if there has been a change in estimates used to assess the asset’s recoverable amount. The  
 carrying amount of an asset shall not be increased above the amount that would have been  
 determined had no loss been recognised in prior periods. Impairment losses recognised in relation  
 to goodwill are not reversed.    
 Impairment losses when recognised are passed through the Consolidated Income Statement.
  Property, plant and equipment
   Property, plant and equipment assets are held in the Consolidated Balance Sheet at cost (cost  
  comprising the acquisition cost of the assets along with any other attributable costs at the date  
  of acquisition).
 Depreciation is provided to write off the cost of property, plant and equipment less any estimated  
 current residual values, by equal instalments over their estimated useful lives.  Residual values are
 based on commercial and industry experience and where appropriate using  the services of  
 professional surveyors.     
 
 While the estimated useful life on an asset is determined on acquisition, using best estimates, 
 both residual values and estimated useful lives are monitored on an annual basis. Where the  
 estimated current residual value is in excess of the net book value of the asset concerned, no  
 depreciation is charged during the period.    
 
 The estimated useful lives of assets are as follows:
 Freehold land                         Nil
 Freehold buildings   40 years
 Leasehold property   The period of the lease
 Plant and equipment   3 years to 20 years
 
 The gain or loss arising on the disposal or retirement of an asset is determined as the difference 
 between the sales proceeds and the carrying amount of the asset and is recognised in the 
 Consolidated Income Statement. 46
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
 1 Principal accounting policies (continued) 
  Inventories 
 Stock and work in progress are valued at the lower of cost and net realisable value. Cost  
 comprises direct materials, other direct costs and labour together with an appropriate   
 proportion of overheads. 
 
 The cost of editorially originating a new title (i.e. the costs of writing, photographing and  
 editing  a title) are expensed to the Consolidated Income Statement to match against the  
 corresponding  revenue from such titles over a period not exceeding 5 years. Provision is made  
 against slow  moving and obsolete stock to ensure the value at which stock  is held in the balance  
 sheet is  reflective of anticipated future sales patterns. The period before a  provision is made varies  
 between product categories but for general publishing related titles does  not exceed 2 years  
 and for technical motoring titles does not exceed 5 years.
 
  Leases 
  Where a Group Company enters into a lease which entails taking substantially all the risks  
  and rewards of ownership of an asset, the lease is treated as a “finance lease”. The asset  
  is recorded in the balance sheet as property, plant and equipment and is depreciated over  
  its estimated useful life or the term of the lease, whichever is shorter. Future instalments under  
  such leases, net of finance charges, are included within creditors. Rentals payable are apportioned  
  between the finance element, which is charged to the Consolidated Income Statement  
  and the capital element which reduces the outstanding obligation for future instalments.
 All other leases are accounted for as “operating leases” and the rental costs are charged  
 to the Consolidated Income Statement on a straight line basis over the life of the lease. 
 
  Taxation  
 The tax expense represents the aggregate of the tax currently payable and deferred tax. The tax  
 currently payable is based on taxable profit for the period. Taxable profit differs from net profit  
 as reported in the income statement as it excludes items of income or expense that are taxable  
 or deductible in other years and it further excludes items that are never taxable or deductible.  
 The Group’s liability for current tax is calculated using tax rates that have been enacted  
 or substantively enacted by the balance sheet date.
 Deferred tax is the tax expected to be payable or recoverable on differences between the carrying  
 amounts of assets and liabilities in the financial statements and the corresponding tax bases used  
 in the computation of taxable profit, and is accounted for using the balance sheet liability method.  
 Deferred tax assets are generally recognised to the extent that it is probable that taxable profits will  
 be available against which deductible temporary differences can be utilised. The carrying amount  
 of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that  
 it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset  
 to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period  
 when the liability is settled or the asset is realised. Deferred tax is charged or credited in the  
 Consolidated Income Statement, except when it relates to items charged or credited directly  
 to equity, in which case the deferred tax is also dealt with in equity.
  
  Pension and other post retirement benefits  
 Payments to defined contribution retirement benefit schemes are charged as an expense as they  
 fall due. For defined benefit retirement schemes, the cost of providing benefits is determined using  
 the projected unit credit method, with actuarial valuations being carried out at each balance sheet  
 date. Actuarial gains and losses are recognised in full in the period in which they occur. They are  
 recognised outside the Consolidated Income Statement and presented in the Consolidated  
 Statement of Comprehensive Income. Past service costs are recognised immediately to the extent  
 that the benefits are already vested, and otherwise are amortised on a straight-line basis over  
 the average period until the benefits become vested. 47
 1 Principal accounting policies (continued)
  
  Pension and other post retirement benefits (continued) 
  The retirement benefit obligation recognised in the balance sheet represents the present value  
  of the defined benefit obligation as adjusted for unrecognised past service cost, and as reduced  
  by the fair value of scheme assets.
 Dividends payable
 The liability for final dividends is recorded when the dividends are approved by the Company’s  
 shareholders. For interim dividends, the liability is recorded when the dividends are paid.
 Financial instruments
 Financial assets and financial liabilities are recognised on the Group’s balance sheet when  
 the Group becomes a party to the contractual provisions of the instrument. Financial assets which  
 include trade receivables and cash and cash equivalents are treated as loans and receivables  
 and carried at amortised cost.
 
  Trade and other receivables
  Trade receivables are recorded at original invoice amount less an allowance for estimated  
  irrecoverable amounts. 
 
 A provision for impairment of trade receivables is established when there is objective evidence  
 that the Group will not be able to collect all amounts due according to the original terms  
 of receivables. The amount of the provision is recognised in the Consolidated Balance Sheet  
 and the cost of irrecoverable trade receivables is recognised in the Consolidated Income  
 Statement immediately.
 Customer allowances, which are earned by customers on reaching targeted levels of sales  
 are netted against trade receivables on the Consolidated Balance Sheet.
 Where an advance is paid to an author, ahead of a title’s publication, the advance is held as an  
 asset on the Consolidated Balance Sheet and is classified within other debtors. Once the title has 
 been published, royalties earned against the title will be offset against the author’s advance until the  
 advance asset has been cleared. Where it is deemed unlikely that future sales activity will clear the 
 outstanding royalty advance, a provision is made to write-down the asset to its expected 
 recoverable amount.
  Bank borrowings
  Interest-bearing bank loans and overdrafts are recorded at fair value and carried at amortised cost.
  Trade payables
  Trade payables are not interest bearing and are recognised and carried at the original invoice amount.
 
 Provisions
 A provision is recognised in the Consolidated Balance Sheet when a Group entity has a legal or  
 constructive obligation as a result of a past event, that can be estimated reliably and it is probable that an  
 outflow of economic benefits will be required to settle the obligation. If the effect is material, a provision will  
 be made by discounting the expected future cash flows at a pre-tax rate which reflects current market  
 assessments of the time value of money and, where appropriate, the risks specific to the liability.
 
 c ash and cash equivalents
 Cash and cash equivalents includes cash in hand, deposits held at call with banks, other  
 short-term highly liquid investments with original maturities of three months or less and bank  
 overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the Consolidated  
 Balance Sheet. For the purposes of the Group Cash Flow Statement, cash and cash equivalents  
 are as defined above, net of outstanding bank overdrafts.
 
  48
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 1 Principal accounting policies (continued) 
   c ritical accounting estimates and judgements
  The preparation of the Consolidated Financial Statements requires the Group to make certain  
  estimates and assumptions that have an impact on the application of the policies and the amounts  
  reported in the Consolidated Financial Statements. Estimates and judgements are evaluated based  
  on historical experiences and expected outcomes and are believed to be reasonable at the time  
  such estimates and judgements are made, although actual experience may vary from these  
  estimates.
  The estimates and assumptions which have the most significant bearing on the carrying value  
  of assets or liabilities are explained below:
 
  i)  Impairment of intangible assets 
 In line with IAS 36 the Group is required to test the carrying value of goodwill and intangible  
 assets with indefinite or indeterminate lives, at least annually, for impairment. As part of this  
 review process, the recoverable amount of the asset is determined using value in use  
 calculations, which requires estimates of future cash flows and as such is subject to estimates  
 and assumptions. Further details are contained in note 12 to the Consolidated Financial  
 Statements.
 
 ii) Depreciation of property, plant and equipment
 
 Depreciation is provided in the Consolidated Financial Statements so as to write-down  
 the respective assets to their residual values over their estimated useful lives and as such,  
 the selection of the estimated useful lives and the expected residual values of the assets requires  
 the use of estimates and judgements. Details of the estimated useful lives are as shown in the  
 policy note for depreciation.
 iii) Impairment of property, plant and equipment 
 Where there is an indication that the carrying value of items of property, plant and equipment  
 may have been impaired through events or changes in circumstances during the year, a review  
 will be undertaken of the recoverable amount of that asset based on value in use calculations  
 which will involve estimates and assumptions to be made by management (refer to note 11  
 of the Consolidated Financial Statements). 
  
  iv) Pensions and other post retirement benefits 
   In determining the pension cost and the defined benefit obligation of the Group’s defined benefit  
  pension schemes a number of assumptions are used. These assumptions include  
  an appropriate discount rate, the levels of salary escalation and price inflation, the expected  
  return on the schemes’ investments and mortality rates. Further details are contained in note  
  19 to the Consolidated Financial Statements. 
  v)  Inventory provisions
 
 The Group reviews its finished goods inventory on a regular basis and, where appropriate, makes  
 provision for slow moving and obsolete stock based on estimates of future sales activity. The  
 estimates of future sales activity will be based on both historical experience and expected  
 outcomes based on knowledge of the markets in which the Group operates (refer to note 13  
 of the Consolidated Financial Statements).
   vi) Origination amortisation
 
 The cost of editorially originating a new title is expensed to the Consolidated Income Statement  
 to match against the corresponding revenue from such titles, over a period not exceeding  
 5 years. The assessment of future sales activity is based upon estimates from management  
 using both historical experience and expected outcomes based on knowledge of the markets  
 in which the Group operates. 49
 1  Principal accounting policies (continued) 
  c ritical accounting estimates and judgements (continued) 
 
 vii) Development costs
  The capitalisation and subsequent amortisation of development costs requires management  
  to make certain judgements regarding the future commercial viability of the development activity  
  and the businesses ability to devote the appropriate level of resources to complete  
  the development project and sell or use the asset. 
 2 revenue
  
r evenue and non-current assets by  
geographical destination on 
continuing operations
2011
External 
revenue
2011
Non-current 
assets 
[1]
2010 
External 
revenue
2010
Non-current 
assets 
[1]
£000 £000 £000 £000
United Kingdom 7,585  3,428  9,140  3,088 
Rest of Europe 5,738  11,721  6,077  10,531 
United States of America 15,768  9,931  14,698  11,962 
Australia 2,350  1,792  1,959  1,681 
Rest of World 1,302  -    1,436  -   
Total*  32,743  26,872  33,310  27,262 
*Analysed as follows:
Revenue from sales of printed products 27,870 28,125
Revenue from sales of digital data 4,299 4,392
Revenue from royalty and licensing arrangements 574 793
Total consolidated revenue 32,743 33,310
  
  
[1] 
The analysis of non-current assets excludes deferred tax assets.
  
 3   Segment information
 
 
 For management and internal reporting purposes, the Group is organised into two geographical  
 operating segments as follows:
 – UK and Europe
 – North America and Australia
 The UK and European business with headquarters in Sparkford, Somerset has subsidiaries  
 in the Netherlands, Italy, Spain, Romania and Sweden. Its core business is the publication  
 and supply of automotive repair and technical information to the professional automotive  
 and DIY aftermarkets.
 The North American and Australian business with headquarters near Los Angeles, California  
 publishes DIY repair manuals for cars and motorcycles under the Haynes and Chilton brands,  
 in both the English and Spanish languages. It also has a branch operation in Sydney, Australia  
 which publishes similar products under both the Haynes and Gregory’s brands.
 
 The above two operating segments are each organised and managed separately and are treated  
 as distinct operating and reportable segments in line with the provisions of IFRS 8. The  
 identification of the two operating segments is based on the reports reviewed by the chief  
 operating decision maker, which form the basis for operational decision making. 50
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 3 Segment information (continued)
analysis by operating segment
UK & Europe
North America
& Australia Consolidated
2011 2010 2011 2010 2011 2010
£000 £000 £000 £000 £000 £000
Segmental revenue
Total segmental revenue 14,783 15,256 20,804 19,533 35,587 34,789
Inter-segment sales 
[1]
(357) (328) (2,487) (1,151) (2,844) (1,479)
Total external revenue 
[2]
 14,426 14,928 18,317 18,382 32,743 33,310
Segment result
Segment operating profit before interest 2,400 2,185 4,413 4,010 6,813 6,195
Interest receivable 2 9 14 20 16 29
Interest payable (1) (2) - - (1) (2)
Segment profit after interest 2,401 2,192 4,427 4,030 6,828 6,222
Unallocated head office income less 
expenses (132) 376
Segment profit before tax  
and adjustments 6,696 6,598
Reconciliation to consolidated profit before tax :
IAS 16 Property, plant & equipment 
[3]
19 48
IAS 19 Employee benefits 
[4]
84 50
IFRS 3 Business combinations 
[5]
378 472
c onsolidated profit before tax 7,177 7,168
Taxation
 [6]
(2,428) (2,486)
c onsolidated profit after tax 4,749 4,682
  
[1]
 Inter-segment sales are charged at the prevailing market rates.
  
[2]
 Included within the overall revenue figures is revenue of £4.0 million (2010: £4.6 million)  
  and £4.1 million (2010: £3.6 million) which relate to two separate customers of the North American  
  and Australian segment.
  
[3]
 In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16  
  the residual value of buildings reflect the expected value at the end of their useful life resulting  
  in an adjustment to depreciation.
  
[4]
 In the segmental reporting pension contributions are expensed and the assets and liabilities  
  of a defined benefit pension scheme are held separately from the Group - under IAS 19 the  
  Consolidated Income Statement and Consolidated Statement of Comprehensive Income are  
  adjusted to reflect the annual current service cost and actuarial gains and losses arising on a defined 
  benefit pension scheme and the net surplus/(deficit) on the scheme is included in the Consolidated  
  Balance Sheet.
  
[5]
 In the segmental reporting goodwill is amortised over a period not exceeding 20 years - under IFRS 3 
  goodwill is reviewed annually for impairment but not amortised.
  
[6]
 The charge to taxation relates to the consolidated Group. Included within the taxation charge is  
  £390,000 (2010: £156,000) which relates to the UK & European operations and £1,765,000  
  (2010: £1,637,000) which relates to the North American & Australian operations. 51
 3 Segment information (continued)
 
Segment assets and liabilities North
UK & America
Europe & Australia Eliminations Consolidated
2011 2011 2011 2011
£000 £000 £000 £000
Segment assets
Property, plant and equipment 546  5,827  -    6,373 
Intangible assets 4,703  2,232  -    6,935 
Working capital assets 11,714  17,943  (800) 28,857 
Segment total assets  16,963  26,002  (800) 42,165 
Unallocated head office assets 
[5]
 11,483 
Unallocated head office eliminations (2,542)
 51,106 
Reconciliation to total consolidated assets :
IAS 16 Property, plant and equipment 
[1]
 1,169 
IAS 19 Employee benefits 
[2]
 2,921 
IAS 38 Intangible assets 
[3]
 1,601 
IFRS 3 Business combinations
 [4]
 3,187 
c onsolidated total assets 59,984 
Segment liabilities
Segment working capital liabilities 3,666 4,077 (1,516) 6,227 
Unallocated head office liabilities 
[5]
 9,533 
Unallocated head office eliminations (64)
 15,696 
Reconciliation to total consolidated liabilities :
IAS 19 Employee benefits
 [2]
 (93)
Deferred tax 3,849 
c onsolidated total liabilities
 19,452 
  
  
[1]
 In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the  
  residual value of buildings reflect the expected value at the end of their useful life resulting in an  
  ad justment to depreciation. 
  
[2] 
In the segmental reporting pension contributions are expensed and the assets and liabilities of a  
  defined benefit pension scheme are held separately from the Group - under IAS 19 the Consolidated  
  Income Statement and Consolidated Statement of Comprehensive Income are adjusted to reflect the  
  annual current service cost and actuarial gains and losses arising on a defined benefit pension  
   scheme and the net  surplus/(deficit) on the scheme is included in the Consolidated Balance Sheet.  
  
[3]
 In the segmental reporting the excess of the net assets acquired on a business combination over  
  the consideration is shown as goodwill - under IAS 38 specific intangible assets are created and  
  adjusted for deferred tax arising on acquisition. 
  
[4]
 In the segmental reporting goodwill is amortised over a period not exceeding 20 years - under  
  IFRS 3 goodwill is reviewed annually for impairment but not amortised.
  
[5]
 The unallocated head office assets primarily relate to freehold property, deferred tax assets and  
  amounts owed by subsidiary undertakings. The unallocated head office liabilities primarily relate  
  to  the deficit on the UK’s multi-employer defined benefit pension scheme and tax liabilities. 
   52
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 3 Segment information (continued)
 
Segment assets and liabilities North
UK & America
 Europe & Australia Eliminations Consolidated
2010 2010 2010 2010
£000 £000 £000 £000
Segment assets
Property, plant and equipment 671 6,429 - 7,100
Intangible assets 3,639 2,921 - 6,560
Working capital assets 11,113 17,539 (1,103) 27,549
Segment total assets 15,423 26,889 (1,103) 41,209
Unallocated head office assets 
[5]
11,477
Unallocated head office eliminations (2,422)
50,264
Reconciliation to total consolidated assets :
IAS 16 Property, plant and equipment 
[1]
1,219
IAS 19 Employee benefits 
[2]
4,211
IAS 38 Intangible assets 
[3]
1,523
IFRS 3 Business combinations
 [4]
3,155
c onsolidated total assets 60,372
Segment liabilities
Segment working capital liabilities 3,478 4,473 (1,447) 6,504 
Unallocated head office liabilities 
[5]
 12,481 
Unallocated head office eliminations (321)
 18,664 
Reconciliation to total consolidated liabilities :
IAS 19 Employee benefits 
[2]
 (105)
Deferred tax 3,353 
c onsolidated total liabilities
 21,912 
   
[1]
 In the segmental reporting freehold buildings are depreciated over 40 years - under IAS 16 the  
  residual value of buildings reflect the expected value at the end of their useful life resulting in an  
  ad justment to depreciation. 
  
[2] 
In the segmental reporting pension contributions are expensed and the assets and liabilities of a  
  defined benefit pension scheme are held separately from the Group - under IAS 19 the Consolidated  
  Income Statement and Consolidated Statement of Comprehensive Income are adjusted to reflect the  
  annual current service cost and actuarial gains and losses arising on a defined benefit pension  
  scheme and the net  surplus/(deficit) on the scheme is included in the Consolidated Balance Sheet.  
  
[3]
 In the segmental reporting the excess of the net assets acquired on a business combination over  
  the consideration is shown as goodwill - under IAS 38 specific intangible assets are created and  
  adjusted for deferred tax arising on acquisition. 
  
[4]
 In the segmental reporting goodwill is amortised over a period not exceeding 20 years - under  
  IFRS 3 goodwill is reviewed annually for impairment but not amortised.
  
[5]
 The unallocated head office assets primarily relate to freehold property, deferred tax assets and  
  amounts owed by subsidiary undertakings. The unallocated head office liabilities primarily relate to  
  the deficit on the UK’s multi-employer defined benefit pension scheme and tax liabilities.  53
 3 Segment information (continued)
 
o ther segment information
North North
UK & America UK & America
 Europe & Australia Consolidated Europe & Australia Consolidated
2011 2011 2011 2010 2010 2010
£000 £000 £000 £000 £000 £000
Segment additions 
to non-current assets 2,241  471  2,712  2,270  1,029  3,299 
Unallocated additions 
to non-current assets -  1   
Total additions to  
non-current assets   2,712   3,300 
Segment depreciation 
& amortisation 1,456  720  2,176 1,161  711  1,872 
Unallocated depreciation 
& amortisation 15  16 
Total depreciation  
& amortisation 2,191 1,888 
 4 o perating profit
Operating profit is arrived at after charging/(crediting) the following:
2011 2010
£000 £000
Net foreign exchange losses  19  73
Depreciation of property, plant and equipment 976 1,014
Amortisation of intangible assets 1,215 874
Profit on sale of property, plant and equipment (5) (19)
Cost of inventories recognised as an expense 7,122 7,946
Operating lease rentals  – Land and buildings 222 224
                                         – Plant and equipment 233 208
Staff costs (see note 5)  10,774 10,104 54
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 4 o perating profit (continued)
   auditors remuneration
  
  The total fees payable by the Group to BDO LLP and their associates for work performed during  
  the year in respect of audit, tax compliance and other services to the Group and its subsidiary  
  companies are shown below:
2011 2010
£000 £000
Fees payable to the Company’s auditor for the audit of 
the Company’s annual accounts 34 33
Fees payable to the Company’s auditor and its associates for other services  
–  The audit of the Company’s subsidiaries pursuant to legislation  81 80
–  Other services pursuant to legislation 10 10
–  Tax services 68 68
Fee’s payable in respect of the Group’s pension plans  
–  Audit 6 5
 199 196
 
 5 Staff costs
  Employees:
 The average number of employees (including directors)  during the year, analysed by category,  
 were as follows:     
2011 2010
number number
Production 145 142
Selling and distribution 54 61
Administration 44 45
 243 248
 
 The aggregate payroll costs of these persons were as follows:
2011 2010
£000 £000
Wages and salaries 8,691 8,316
Employer’s social security costs 760 748
Employer’s pension costs - defined benefit schemes (note 19) 1,076 941
Employer’s pension costs - defined contribution schemes 247 99
 10,774 10,104
  
 Full details concerning directors’ emoluments, pension entitlements and long term incentive  
 schemes are shown in notes 7 and 8 of the  Board Report on Remuneration. 55
 6 Finance income
 
2011 2010
£000 £000
Interest receivable on bank deposits 16  21 
Other interest -  8   
Expected return on pension scheme assets (note 19) 1,267  1,024 
 1,283  1,053 
 
 7 Finance costs
2011 2010
£000 £000
Interest payable on bank loans and overdrafts 1 9 
Interest charge on pension scheme liabilities (note 19)  1,792  1,562 
 1,793  1,571 
 
 
 8 Taxation
2011 2010
£000 £000
(a) analysis of charge in the period  
c urrent tax:
– UK corporation tax on profits of the period 238    138 
– Foreign tax 1,670 2,113 
– Adjustments in respect of prior periods (21)    1 
 1,887    2,252 
Deferred tax (note 17):
– Origination and reversal of temporary differences 541    234 
Total taxation in the c onsolidated Income Statement 2,428    2,486 
 
  In April 2011 the rate of UK corporation tax changed from 28% to 26% giving an effective rate  
  of 27.7% for the financial year ended 31 May 2011. Included in the deferred tax charge above  
  is an amount of £36,000 arising from the change in the UK tax rate.
  
  Further reductions in the UK corporation tax rate have been announced which will reduce the rate  
  to 23% by 2014/15. However, these changes have not been substantively enacted at the balance  
  sheet date and therefore, have not been adopted in the calculation of the UK’s deferred tax assets  
  and liabilities.
    56
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 8 Taxation (continued)
 (b) r econciliation of effective tax rate
  
 The tax assessed for the period differs from the UK standard rate of corporation tax for the period  
 of 27.7% (2010: 28%). The differences are explained below:
2011 2010
£000 £000
Profit on ordinary activities before tax 7,177   7,168
Taxation calculated at the standard rate of corporation tax  
in the UK of 27.7% (2010: 28%) 1,988 2,007
affected by:
Variance in overseas tax rates 507   451
Income/expenses not chargeable/deductible for tax (46)   27
Adjustments relating to prior years (21)   1
Total tax charge for the year reported in the  
c onsolidated Income Statement 2,428 2,486
Effective tax rate 34% 35%
 The effective tax rate is higher than the standard rate of UK tax due to the impact of the mix  
 of profits from overseas operations where the tax rates are higher than in the UK. 
   
 There is an unrecognised deferred tax liability for temporary differences associated with the 
 Company’s investments in its subsidiaries. However, in line with paragraph 40 of IAS 12, no liability  
 has been recognised in respect of these differences as the Company controls the dividend policies  
 of its subsidiaries and as such is in a position to control the timing of the reversal of these 
 differences and it is probable that such differences will not reverse in the foreseeable future. 
 The cumulative unremitted reserves of overseas subsidiaries as at 31 May 2011 was £25.9 million  
 (2010: £24.2 million). 
 9 Earnings per share
 The calculation of the basic and diluted earnings per share is based  on the following data:
 
2011 2010
£000 £000
Earnings:
Profit after tax - continuing operations* 4,742  4,677 
n umber of shares: 
Weighted average number of shares (note 20) 16,351,540 16,351,540
 * Figure has been adjusted to exclude a profit of £7,000 (2010: £5,000) attributable to  
 non-controlling interests.
 As at 31 May 2011 and 31 May 2010 there were no outstanding options on either of the Company’s 
 two classes of shares and there is no difference between the earnings used in the basic and diluted  
 earnings per share calculation. 57
2011 2010
£000 £000
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 May 2010 of 9.3p per share    
(2009: 11.5p per share) 1,521 1,880
Interim dividend for the year ended 31 May 2011 of 6.2p per share  
(2010: 6.2p per share) 1,014 1,014
2,535 2,894
Proposed final dividend for the year ended 31 May 2011
of 9.5p per share (2010: 9.3p per share) 1,553   1,521
 The proposed final dividend is subject to approval by shareholders at the Annual General Meeting,  
 to be held on 19 October 2011 and has not been included as a liability in these  financial statements.
 10 Dividends
  58
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
Land and buildings
Freehold
Short
leasehold
Plant and
equipment Total
c ost £000 £000 £000 £000
At 1 June 2009 7,032 601 15,158 22,791
Additions -   58 1,099 1,157
Exchange rate movements 340 57 1,209 1,606
Disposals - - (120) (120)
at 1 June 2010 7,372  716  17,346  25,434 
Additions -    2  576  578 
Exchange rate movements (403)  (68)  (890)  (1,361) 
Disposals -    (6)    (180) (186)
at 31 May 2011 6,969  644  16,852  24,465 
accumulated depreciation
At 1 June 2009 1,469  344  11,147  12,960
Exchange rate movements 47   27   771 845
Charge for the year 30 17 967 1,014
Disposals -  - (110) (110)
at 1 June 2010 1,546  388  12,775  14,709 
Exchange rate movements (55)  (32)  (823)  (910) 
Charge for the year 36 18  922  976 
Disposals -    (6)    (154) (160)
at 31 May 2011 1,527   368  12,720  14,615 
n et book value at 31 May 2011 5,442 276   4,132  9,850 
Net book value at 31 May 2010 5,826  328  4,571  10,725 
Net book value at 31 May 2009 5,563  257  4,011 9,831 
 There were no assets financed through finance leases or hire purchase arrangements during the 
 current or prior year.   
 
 The Directors’ are not aware of any events or changes in circumstances during the year which 
 would have a significant impact on the carrying value of the Group’s property, plant and  
 equipment as at the balance sheet date.
 11 Property, plant and equipment
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements 59
Goodwill
Trademarks
and domain
names Know how
Internally
generated
software
development
costs
Other 
intangibles Total
c ost £000 £000 £000 £000 £000 £000
At 1 June 2009 8,059  1,391    2,864    3,060    146    15,520
Exchange rate movements 587 (52) (109) (227) 12 211
Additions -   - - 2,143 - 2,143
at 1 June 2010 8,646  1,339  2,755  4,976  158  17,874 
Exchange rate movements (695)  40 95 234 (19)  (345) 
Additions -    -    -    2,134  -    2,134 
at 31 May 2011 7,951  1,379  2,850  7,344  139  19,663 
accumulated amortisation
At 1 June 2009 -    -    -    541  -    541 
Exchange rate movements -    -    -    (78) -    (78) 
Charge for the period -    -    -    874  -    874 
at 1 June 2010
 -    -    -    1,337  -    1,337 
Exchange rate movements
 -    -    -    89 -    89
Charge for the period
 -    -    -    1,215  -    1,215 
at 31 May 2011 -    -    -    2,641 -    2,641 
c arrying value as at 
31 May 2011 7,951  1,379  2,850  4,703  139  17,022 
Carrying value as at 
31 May 2010 8,646  1,339  2,755  3,639  158  16,537 
Carrying value as at 
31 May 2009 8,059  1,391  2,864  2,519  146  14,979 
 Impairment tests for cash-generating units (c Gu ’s) containing goodwill 
 
 The Group tests intangible assets and goodwill with indefinite or indeterminate useful lives for 
 impairment annually, or more frequently if there are indications that their carrying values might 
 be impaired. As at the balance sheet date an impairment test has been undertaken on the CGU’s  
 based on value in use calculations and using the latest available financial information. 
 The impairment reviews have been based on financial budgets which have been prepared by 
 management and approved by the Board. The key assumptions used in the reviews relate to 
 sales growth (which for Haynes North America Inc has been set at 2% and for Vivid Holding BV has 
 been set at 2% and includes the development of a new geographical market), sales pricing and  
 changes in direct costs which have been based on historical performance and predicted  
 future outcomes.
 12 Intangible assets
  60
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 The rate used to discount the forecast cash flows in both CGU’s was 15% (2010: 15%). Based  
 on the impairment reviews undertaken in relation to both the Haynes North American and Vivid  
 Holding BV CGU’s, the future cash flows are expected to exceed the carrying value of the goodwill  
 and intangible assets with indefinite or indeterminate lives and as  such there are no indications of 
 impairment at the balance sheet date (2010: £nil).
 
 The intangible assets in relation to trademarks and domain names and know how are assigned 
 indefinite useful lives and relate to Vivid Holding BV in the Netherlands and Bookworks Pty Ltd  
 in Australia.  Both Vivid and Bookworks have strong reputations in their respective market places.  
 Bookworks is the leading distributor of technical automotive publications in Australia  while Vivid  
 manages a unique multilingual database of repair and maintenance data on current European 
 and Asian cars, light commercial vehicles and trucks. The carrying value of  assets with an indefinite  
 life are tested annually for impairment. 
  
 In assessing the value in use of the CGU’s, management have considered the potential impact  
 of possible changes in the main assumptions used and believe that there are no such changes that  
 would cause the carrying value of the units to exceed their recoverable amount.
 
The carrying amounts of goodwill have been allocated as follows:
2011 2010
£000 £000
u nit:
Haynes North America  5,239  5,934
Vivid Holding BV 2,712  2,712
 7,951  8,646
 
The carrying amount of intangible assets have been allocated as follows:
2011 2010
£000 £000
u nit:
Haynes North America  170  193
Vivid Holding BV 8,901  7,698
 9,071  7,891
 
The amortisation charge for the period included in the Consolidated Income Statement is as  
follows:
2011 2010
£000 £000
Cost of sales  1,215  874 
 12 Intangible assets (continued) 61
 13 Inventories
 
2011 2010
£000 £000
Raw materials 589 439
Work in progress 1,521 1,727
Finished goods 11,145 11,027
 13,255 13,193
 The carrying value of inventory represents cost less appropriate provisions. During the year there  
 was a net charge of £190,000 (2010: £345,000) to the Consolidated Income Statement in relation  
 to the inventory provisions. The movement in the inventory provisions are included within cost of  
 sales in the Consolidated Income Statement.
 Included within finished goods stock is £6.5 million (2010: £6.6 million) of editorial origination costs  
 in relation to the production of the core automotive and motorcycle repair manuals and general 
 interest titles which are amortised to  the Consolidated Income Statement over a period not  
 exceeding 5 years.
 14 Trade and other receivables
  
2011 2010
£000 £000
amounts falling due within one year:
Trade receivables 10,550  11,479 
Less: Provision for impairment (217) (251)
Less: Customer allowances (829) (1,370)
 9,504  9,858 
Other debtors and prepayments 815  793 
 10,319  10,651 
2011 2010
£000 £000
analysis of trade receivables:
Neither impaired nor past due 9,188  9,829 
Past due but not impaired 1,145  1,399 
Impaired 217  251 
 10,550 11,479 
 The categorisation of ‘Past due but not impaired’ relates to a number of customers for whom there  
 is no history of default and management are confident the overdue balance will be recovered in full.  
  
 The categorisation of ‘Impaired’ relates to overdue balances where the customer has ceased trading  
 or management are doubtful of recovery and a provision has been  made to cover the doubtful balance.  62
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 14 Trade and other receivables (continued)
 
 The ageing of the ‘Past due but not impaired’ and the ‘Impaired’ categories are shown in the  
 table below:
Past due but 
not impaired Impaired
Past due but 
not impaired Impaired
2011 2011 2010 2010
£000 £000 £000 £000
Less than 30 days past due 861   101  1,256  147 
30 to 90 days past due 90  6  120  2 
Greater than 90 days past due 194  110  23  102 
 1,145  217  1,399  251 
The movement in the Group’s provision for impairment of trade receivables was as follows:
2011 2010
£000 £000
Balance at 1 June 251  181 
Amounts charged to the Consolidated Income Statement 27  111 
Amounts written-off as uncollectable (52) (45)
Exchange rate movement (9)  4 
Balance at 31 May 217  251 
The amounts of trade and other receivables shown above were held in the following currencies at 
the balance sheet date:
2011 2010
£000 £000
US dollars 6,007  6,371 
Sterling 2,706  2,729 
Euro 1,002  1,060 
Australian dollars 595  482 
Other currencies 9  9 
 10,319  10,651 
 The fair values of trade and other receivables are the same as the book values as the credit risk has  
 been addressed as part of the impairment provisioning and, due to the short term nature of the  
 amounts receivable, they are not subject to other ongoing fluctuations in market rates. 63
 15 c ash and cash equivalents (net funds)
 
2011 2010
£000 £000
Cash at bank and in hand 5,383  3,842 
c ash and cash equivalents in the cash flow statement (note 22) 5,383  3,842 
 In the UK, Barclays Bank PLC holds a debenture against the UK trading companies including a first  
 legal charge over the UK freehold properties in order to secure the £1.0 million (2010: £1.0 million)  
 overdraft facility, together with guarantees from the UK and European trading companies. During  
 the year the facility was unused. In the Netherlands, Vivid Holding has a €0.4 million  
 (2010: €0.4 million) overdraft facility  which is unsecured and  attracts interest based on  the bank’s  
 prevailing base rate. The facility is  presently unutilised.
 The cash and cash equivalents shown above were held in the following currencies as at the  
 balance sheet date:
2011 2010
£000 £000
US dollars 3,023  1,935 
Sterling 947  810
Euro 861  421 
Australian dollars 501  567 
Other currencies 51  109 
 5,383 3,842 
 Deposits are placed for periods varying between call and one month and attract floating rates  
 of interest based upon the bank’s cost of funds for the relevant currencies.
 16 Trade and other payables
2011 2010
£000 £000
amounts falling due within one year:
Trade payables 901  979 
Other taxes and social security costs 172  145 
Other creditors and accruals 3,392  3,164 
 4,465  4,288 
 The fair values of trade and other payables are the same as the book values due to the short term  
 nature of the amounts payable and are not subject to other ongoing fluctuations in market rates.   64
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 16 Trade and other payables (continued)
 
 The amounts of trade and other payables shown on the previous page were held in the following  
 currencies at  the balance sheet date:
2011 2010
£000 £000
Falling due within one year:
US dollars 1,519    1,404 
Sterling 1,892    1,723 
Euro 791    931 
Australian dollars 245    199 
Other currencies 18    31 
 4,465 4,288 
 17  Deferred tax assets and liabilities
2011 2011 2011 2010 2010 2010
Assets Liabilities Net total Assets Liabilities Net total
£000 £000 £000 £000 £000 £000
Property, plant & equipment -    (2,102) (2,102) -    (1,901) (1,901)
Employee benefits 2,911  -    2,911  4,199  -    4,199 
Short-term temporary differences 1,244    - 1,244 1,225  -    1,225 
Intangible assets   -    (1,747) (1,747) -    (1,452) (1,452)
n et deferred tax asset/(liability) 4,155  (3,849) 306  5,424  (3,353) 2,071 
2011 2010
£000 £000
Balance at 1 June 2,071 1,305
Transfer to Consolidated Income Statement (541)  (234) 
Transfer to equity (1,106) 869
Exchange rate movement (118) 131
Balance at 31 May 306 2,071 65
 The Group’s principal financial instruments during the year comprised bank overdrafts, lease  
 financing arrangements, cash and short-term deposits as well as other various items arising from  
 its operations such as trade receivables and trade payables. The main purpose of these  
 instruments is to finance the Group’s working capital requirements as well as funding its capital  
 expenditure programmes. From time to time the Group may enter into derivative transactions such  
 as interest rate swaps or forward exchange contracts, the main purpose of such transactions  
 is to manage the interest rate and currency risks arising from the Group’s operations and sources  
 of finance. There were no such transactions entered into during the current or preceding financial  
 years. 
 Foreign currency risk
  The Group has investments in subsidiary operations outside of the UK and also buys and sells  
  goods and services in currencies other than in the functional currencies of its subsidiary operations.  
  In light of the above, the Group’s non sterling revenues, profits, assets, liabilities and cash flows  
  can be affected by movements in exchange rates. The Group is able to take advantage of certain  
  natural hedge flows within the business operations which helps to minimise the impact of the  
  fluctuations in exchange but where appropriate will use forward rates to minimise the risk. There  
  were no forward exchange contracts entered into during the current or preceding financial years.  
  It is Group policy not to engage in any speculative trading in financial instruments.
 
 Sensitivity analysis 
  The most significant foreign currency risk to the Group is in relation to the US dollar. Management  
  estimate that if all other variables remained constant the impact on pre-tax profits of a 5 percent  
  increase in the value of the US dollar against sterling would have been to reduce profits  
  by £0.2 million with a decrease of 5% having an equal and opposite effect. This estimate has been  
  based on an assessment of translating the US dollar profits into sterling using the average rate  
  for the year of $1.59.
  c redit risk
  The Group’s credit risk is primarily attributable to its trade receivables, which are spread over  
  a range of countries and customers, a factor which helps to dilute the concentration of risk. The  
  risk associated with such trading is mitigated through credit control management procedures  
  including the use of credit worthiness checks, the application of credit limits and the sale of goods  
  subject to retention of title clauses. A provision is made against such balances where there  
  is an identifiable loss or event, which based on prior experience provides management with  
  a significant doubt over the recovery of the balance. Due to the long established relationships with  
  the majority of the Group’s customers there is not deemed to be a credit quality issue in relation  
  to the trade receivables balance. The amount of the total exposure is shown in note 14.   
     
 In addition to the above, the UK business has an exposure in relation to contractual advanced 
 royalty payments to authors. However, due to the large number of authors there is no significant 
 concentration of risk. The asset balance in relation to the author advances is held within other 
 debtors and prepayments (refer to note 14) and amounted to £0.2 million net of allowances for 
 doubtful recovery (2010: £0.2 million).       
 
 The credit risk on liquid funds is limited as the funds are held at banks with high credit ratings  
 assigned by international credit rating agencies.
 18 Financial risk and treasury policy
  66
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 18 Financial risk and treasury policy (continued)
  Liquidity risk      
 The principal aim of the Group’s liquidity management is to maintain a balance between
 continuity of funding and flexibility through the use of bank overdrafts, bank loans and asset
 leasing. As at 31 May 2011 the Group had a £1.0 million UK overdraft facility (2010: £1.0 million)  
 which is due for renewal in October 2011, a €0.4 million overdraft in Europe (2010: €0.4 million)  
 which has no fixed renewal date and a $11.0 million loan facility in the US (2010: $11.0 million)   
 which is due for renewal in October 2011.
 Interest rate risk
  From time to time the Group companies have overdraft and loan facilities which are subject to  
  variable rates of interest based on the respective bank’s base rate. As at 31 May 2011 there were  
  no bank loans outstanding (2010: £nil) and no bank overdrafts outstanding (2010: £nil). 
  Money market deposits are placed for periods varying between call and one month and attract
 variable rates of interest based upon the banks cost of funds for the relevant currencies.
 Sensitivity analysis 
  As the Group had no loans or overdrafts outstanding at the end of the year the Group does not  
  have a significant exposure to a change in the market rates of interest at the current time.  
  Fair value of financial assets and liabilities 
  There are no material differences between the carrying values and the fair values of the financial  
  assets and liabilities as recorded in the Consolidated Balance Sheet. Details of the amounts of  
  financial assets and liabilities held in foreign currencies can be found in notes 14, 15 and 16 to the  
  Consolidated Financial Statements. 
  c apital management 
  The primary aim of the Group’s capital management is to safeguard the Group’s ability to continue  
  as a going concern, to support its businesses and maximise shareholder value. The Group  
  monitors its capital structure and makes adjustments as and when it is deemed necessary and  
  appropriate to do so using such methods as adjusting the dividend payment to shareholders or the  
  issuing of new shares.
2011 2010
Interest cover
Operating profit (£000) 7,687  7,686 
Net finance costs (£000) 510  518 
Interest cover (ratio) 15  15 
 
 Interest cover is calculated by taking the operating profit from the Consolidated Income Statement  
 divided by net finance costs. 67
2011 2010
Gearing ratio
Net debt (£000) -    -   
Total equity (£000) 40,532  38,460 
Gearing ratio (%) -    -   
 The gearing ratio comprises net debt divided by total equity (net debt being defined as cash and  
 cash equivalents - see note 15).
 19 r etirement benefit obligation
 The Group operates a number of different retirement programmes in the countries within which  
 it operates. The principal pension programmes are a contributory defined benefit scheme in the 
 UK (the UK Scheme) and a non-contributory defined benefit plan in the US (the US Plan).  
    
 The assets of all schemes are held independently of the Group and its subsidiaries. The total
 pension costs for the Group as shown in the balance sheet at the year end and as charged 
 through the income statement in the year are analysed below:
2011 2010
£000 £000
amounts recognised in the c onsolidated Income Statement
Amounts included in net operating costs:   
– Current service costs (defined benefit scheme) (1,076) (941)
Amounts included in finance income:
– Expected return on pension scheme assets 1,267  1,024 
Amounts included in finance costs:
– Interest charge on pension scheme liabilities (1,792) (1,562)
amount recognised in the c onsolidated Income Statement
 (1,601) (1,479)
2011 2010
£000 £000
amounts recognised in the c onsolidated Balance Sheet 
Assets at fair value 23,279  20,231 
Present value of defined benefit obligation (33,713) (34,248)
n et deficit recognised in c onsolidated Balance Sheet   (10,434) (14,017)
 
  
 18 Financial risk and treasury policy (continued)
  68
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 19 r etirement benefit obligation (continued)
 assumptions used to determine the defined benefit obligation
2011 2010
UK Scheme
% per annum
UK Scheme
% per annum
Discount rate 5.35  5.45 
Salary escalation 3.90  4.00 
Price inflation 3.40  3.50 
Increases to pensions in deferment 2.70 -
Pension increases 3.30  3.40 
Expected return on invested assets 6.35  6.70 
Expected return on insurance annuity contracts 5.35  5.45 
2011 2010
US Plan
% per annum
US Plan
% per annum
Discount rate 5.00  5.00 
Salary escalation 3.00 3.00 
Price inflation 2.00  2.00 
Pension increases 2.00  2.00 
Expected return on invested assets 7.00 7.00 
 
 The post retirement mortality assumptions for the UK Scheme are based on the “S1PMA /  
 S1PFA mc” year of birth tables with a minimum improvement of 1% (2010: 1%) and the life  
 expectancies underlying the valuation are as follows:
2011 2010
Years Years
Current pensioners (at age 65) - Male 21.40 22.30
Current pensioners (at age 65)  - Females 24.00 24.90
Future pensioners (at age 65)   - Males 23.30 24.20
Future pensioners (at age 65)    - Females 25.90 26.60
 
 
 The post retirement mortality assumptions for the US Plan are based on the “94 GAR” standard  
 tables and the life expectancies underlying the valuation are as follows:
2011 2010
Years Years
Current members aged 65 (at age 65) 18.00 18.00
Current members aged 45 (at age 65) 18.00 18.00
  69
 19   r etirement benefit obligation (continued)
 
 Scheme assets and expected rate of returns 
   
 The assets and liabilities in the plans and the expected rates of return on investments as at  
 31 May 2011 were as follows:
UK Scheme UK Scheme
Rate of 
return
2011 
Value
Rate of 
return
2010 
Value
% £000 % £000
Group investment linked policy
– Equities 7.1  8,243  7.3  7,524 
– Fixed interest/gilts 4.1  197  4.3  55 
– Other bonds 5.4  2,299  5.5 1,837 
– Cash 0.5  1,002  0.5  520 
– Property 7.1  2,639  7.3  2,492 
 6.4  14,380  6.7  12,428 
Secured pensions in payment 5.4  1,489  5.5  1,473 
assets at fair value 15,869 13,901
US Plan US Plan
Rate of 
return
2011 
Value
Rate of 
return
2010 
Value
% £000 % £000
Group investment linked policy
– Bonds 7.7 7,410 7.7  5,685 
– Other 1.0 - 1.0  645 
assets at fair value 7,410 6,330 
 The overall expected return on assets assumption is derived as the weighted average of the  
 expected returns from each of the main asset classes. The individual return assumptions for   
 each class of asset are based on market conditions as at 31 May 2011 and represent a best 
 estimate of future returns for that class allowing for risk premiums where appropriate. 70
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 19   r etirement benefit obligation (continued)
UK 
Scheme
US 
Plan Total
UK 
Scheme
US 
Plan Total
2011 2011 2011 2010 2010 2010
£000 £000 £000 £000 £000 £000
r econciliation of funded status 
Present value of defined benefit 
obligation (24,887) (8,826) (33,713) (25,631) (8,617) (34,248)
Assets at fair value 15,869  7,410  23,279  13,901  6,330  20,231 
n et liability recognised in the 
c onsolidated Balance Sheet (9,018) (1,416) (10,434) (11,730) (2,287) (14,017)
  
 amount recognised through the c onsolidated Statement of c omprehensive Income
Actuarial gain/(loss) during the year 3,032 210 3,242 (4,535) 1,003 (3,532)
Deferred tax on actuarial gain/(loss) (788) (84) (872) 1,270 (401) 869
Deferred tax arising on change in UK 
corporation tax rate (234) - (234) - - -
2,010 126 2,136 (3,265) 602 (2,663)
 
actual return on assets
Actual gain on plan assets 687 562  1,249 1,856 659 2,515
Less expected return on plan assets (931)  (336)  (1,267)  (751)  (273)  (1,024) 
Movement (244) 226  (18) 1,105 386 1,491
 The cumulative actuarial loss recognised in other comprehensive income since 31 May 2003 is 
 £4.2 million (2010: £7.5 million). The directors’ are unable to determine how much of the pension 
 plan deficits are attributable to actuarial gains and losses on an IFRS basis prior to 31 May 2003.
 In 2010, the Government announced proposals to link the indexation of pensions within private  
 pension schemes to the Consumer Prices Index (“CPI”) rather than the Retail Prices Index (“RPI”).  
 This proposal impacts pensions which increase each year in line with Statutory Revaluation Orders  
 (“SRO’s”) as the SRO’s are now calculated using the CPI. The impact of the above change on the  
 UK Scheme has been to reduce the Scheme liabilities by £0.7 million. The reduction has been  
 recognised in the Consolidated Statement of Comprehensive Income.                                                     
  71
 19   r etirement benefit obligation (continued)
r econciliation of present value of wholly funded defined   
benefit obligation (DBo )
UK 
Scheme
US 
Plan Total
£000 £000 £000
Present value of DBO at 1 June 2009 18,135  7,225 25,360
Current service cost 385  556 941
Interest cost 1,194  368 1,562
Employee contributions 104 -   104
Expenses included in service cost (98) - (98)
Actuarial (gains)/losses 6,391 (344) 6,047
Foreign currency exchange rate changes -    843 843
Benefits (480) (31) (511)
Present value of DBo at 1 June 2010 25,631  8,617 34,248
Current service cost 525  551 1,076
Interest cost 1,397 395 1,792
Employee contributions 110  -   110
Expenses included in service cost (56) - (56)
Actuarial (gains)/losses (2,345) 351 (1,994)
Foreign currency exchange rate changes -    (1,057)   (1,057)
Benefits (375) (31) (406)
Present value of DBo at 31 May 2011 24,887  8,826  33,713 
r econciliation of fair value of assets UK 
Scheme
US 
Plan Total
£000 £000 £000
Fair value of assets at 1 June 2009 11,133  3,837 14,970
Expected return on plan assets 751  273 1,024
Actuarial gain on plan assets 1,856  659 2,515
Foreign currency exchange rate changes -    593 593
Employer contributions 635  999 1,634
Employee contributions 104  -   104
Administration expenses (98) - (98)
Benefits (480) (31) (511)
Fair value of assets at 1 June 2010 13,901  6,330 20,231
Expected return on plan assets 931  336 1,267
Actuarial gain on plan assets 687 562 1,249
Foreign currency exchange rate changes -    (813) (813)
Employer contributions 671  1,026 1,697
Employee contributions 110  -   110
Administration expenses (56)                -   (56)
Benefits (375) (31) (406)
Fair value of assets at 31 May 2011 15,869 7,410 23,279 72
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 19   r etirement benefit obligation (continued)
r econciliation of change in funded status
UK 
Scheme
US 
Plan Total
£000 £000 £000
Defined benefit liability at 1 June 2009 7,002  3,388 10,390
Total pension expense 828  650 1,478
Employer contributions (635) (999) (1,634)
Impact of foreign currency exchange rates -    251 251
Actuarial (gain)/losses 4,535 (1,003) 3,532
Defined benefit liability at 1 June 2010 11,730  2,287 14,017
Total pension expense 991  610 1,601
Employer contributions (671) (1,026) (1,697)
Impact of foreign currency exchange rates -   (245)   (245)
Actuarial gain (3,032) (210) (3,242)
Defined benefit liability at 31 May 2011 9,018  1,416 10,434
 History of experience adjustments
2011 2010 2009 2008 2007
£000 £000 £000 £000 £000
Present value of defined benefit obligation (33,713) (34,248) (25,360) (23,410) (24,799) 
Fair value of scheme assets 23,279  20,231  14,970  16,616  17,890 
n et deficit (10,434) (14,017) (10,390) (6,794) (6,909)
Experience adjustments on scheme liabilities*
Amount                                                  £000 25  753  (147)  2,962  309
Experience adjustments on scheme assets
Amount                                                  £000 1,249 2,515 (4,737)  (2,865)  1,084  
 
 * The experience adjustments on scheme liabilities for the years ending on or before 31 May 2008  
 include the impact of changes in actuarial assumptions.
Expected contributions in the forthcoming year
Financial year beginning 
1 June 2011
£000
Group contributions 
– UK Scheme 670 
– US Plan 851
1,521
Employee contributions 120
1,641 73
 20  Share capital and reserves
2011
No.
2010
No.
2011
£000
2010
£000
authorised: 
‘A’ Ordinary shares of 20p
 10,000,000  10,000,000  2,000  2,000 
Ordinary shares of 20p
8,750,000  8,750,000  1,750  1,750 
 18,750,000  18,750,000  3,750  3,750 
allotted, called up and fully paid: 
‘A’ Ordinary shares of 20p 9,000,000  9,000,000  1,800  1,800 
Ordinary shares of 20p 7,351,540  7,351,540  1,470  1,470 
 16,351,540  16,351,540  3,270  3,270 
 The 31 March 1982 share price for capital gains tax purposes is 125p and after adjusting for the  
 1989 (1 for 1) and 1993 (1 for 2) capitalisation issue this becomes 41.67p. At 31 May 2011 the  
 share price was 247p (2010: 245p), with a high of 280p (2010: 260p) and a low of 200p 
 (2010: 140p) for the financial year.
     
 Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per share  
 where a matter is decided other than on a show of hands. Both classes of share rank ‘pari passu’ 
 (including any distribution by way of dividend and on a return of capital), save that a transfer of ‘A’  
 Ordinary shares will not be permitted by the directors other than to a member of the holder’s 
 immediate family or to family settlements. The holders of ‘A’ Ordinary shares may convert such shares  
 into Ordinary shares at the rate of one Ordinary share for each ‘A’ Ordinary, subject to the further
 provisions of the Articles of Association and the Companies Acts.
 Share premium  
 The share premium reserve represents the difference between the issue price and the nominal  
 value of shares issued.
 Foreign currency translation reserve
 The foreign currency translation reserve is used to record exchange differences arising from the  
 translation of the financial statements of overseas operations.
 r etained earnings
 The retained earnings reserve represents the cumulative net gains and losses recognised in the  
 Consolidated Income Statement and the Consolidated Statement of Comprehensive Income.
21  r elated party transactions
 Identity of related parties
 The Group has a related party relationship with its subsidiaries and with its directors. A list of all 
 the Group’s subsidiaries is shown in note 30.
  
 Transactions with related parties 
 The interests of the directors in the Ordinary share capital of the Company as at 31 May 2011 are
 shown in the Directors’ Report on page 17 as required by the FSA’s Disclosure Transparency rules.  74
n otes to the c onsolidated Financial Statements
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 21   r elated party transactions (continued)
 During the year the directors had declarable interests in contracts with the Company and its 
 subsidiary undertakings as shown below. 
 (1) A lease dated 28 August 1979 between John H Haynes Developments Inc, (a company  
 registered in California and controlled by JH Haynes) and Haynes North America Inc. of the   
 premises situated at 859 and 861 Lawrence Drive, Newbury Park, California which was 
 amended on 1 May 2001, runs for a period of 5 years from that date, and is presently held over  
 pending renewal. The annual rent for the year ended 31 May 2011 was $207,214 (2010: $207,214)  
 or £130,734 (2010: £130,809) at the average exchange rate for the year. MEF Haynes is a Vice  
 President of John H Haynes Developments Inc.
 
 (2) A lease dated 20 December 1993 between the Haynes Family Trust (of which JH Haynes is 
 a trustee, and JHC Haynes and MEF Haynes are beneficiaries) and the Company of premises
 known as the “Sparkford Creamery” in Somerset for a term of 21 years at an annual rent, subject  
 to revision every 3 years and presently £64,544 (2010: £64,544).
 (3) During the year The Haynes Motor Museum Limited, (of which JH Haynes and MEF Haynes are  
 directors) which is jointly owned by the Haynes International Motor Museum Charitable Trust and  
 JH Haynes and AC Haynes undertook the following transactions with the Group: 
Transactions 
2011
Balance at 
31 May 
2011
Transactions 
2010
Balance at 
31 May 
2010
£000 £000 £000 £000
Supply of conference facilities 11  1    5  -   
Purchase of books and manuals 16  3  16  6 
  
 JH Haynes and JHC Haynes are Trustees of the Charitable Trust.
 
 (4) On 22 July 2005 Haynes Developments Ltd, which is a company controlled by JH Haynes and 
 AC Haynes, and of which JH Haynes and MEF Haynes are directors, sub-leased 600sq ft of 
 office premises on the main Sparkford site. The annual rent for the year ended 31 May 2011 was  
 £3,688 plus service charge (2010: £3,688).    
 
 (5) A tenancy of No 12 Ivel Gardens, Ilchester, owned by AC Haynes and let to the Company 
 (at a monthly rental of £525 (2010: £525) plus outgoings) with Haynes Developments Ltd acting as  
 agent for the lessor. As at 31 May 2011 the balance outstanding to Haynes Developments Ltd was  
 £900 (2010: £789).
 Except as stated above, no directors were materially interested in contracts with the Company 
 or any of its subsidiary undertakings.
 Key management emoluments     
 The remuneration of the directors, who are the key management personnel of the Group is set 
 out below in aggregate for each of the categories specified within IAS 24 ‘Related Party 
 Disclosures’. Further information regarding the directors’ individual remuneration packages is 
 provided in the audited part of the Board Report on Remuneration on pages 26 to 32.
2011 
£000
2010 
£000
Short term employee benefits  1,437 1,240 
Post employment benefits 398  297 
 1,835  1,537  75
 22   analysis of the changes in net funds 
As at 
1 June 
2010
£000
Cash flow
£000
Exchange 
movements
£000
As at 
31 May 
2011
£000
Cash at bank and in hand 3,842  1,729  (188)  5,383 
 
23  o perating leases
 As at 31 May 2011 the Group had outstanding commitments for future minimum lease payments  
 under non-cancellable operating leases, which fall due as follows:
c ommitments under non-cancellable operating leases 2011
£000
2010
£000
Land and buildings:
Due within one year 154  160 
Due in the second to fifth years 181  302 
Due after five years -  65 
 335  527 
Plant and equipment:
Due within one year 91  85 
Due in the second to fifth years 126  211 
 217  296
 
  552  823 
24  c apital commitments
 At 31 May 2011 the Group had the following capital commitments  for which no provision has   
 been included in the Consolidated Financial Statements:
2011
£000
2010
£000
Contracted 91  13 
25  u ltimate controlling party
 The ultimate controlling party is JH Haynes who has majority voting rights by virtue of his 51.7%  
 beneficial interest in the Ordinary shares of the Company. 76
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
2011 2010
£000 £000
Fixed assets
Note 29 Tangible assets 2,414  2,511
Note 30 Investments in subsidiary undertakings 7,106  7,106
 9,520  9,617 
c urrent assets
Note 31 Debtors 672  552
Cash at bank and in hand 61  97
 733  649
Note 32 c reditors: amounts falling due within one year  (516) (752)
n et current assets 217 (103) 
Total assets less current liabilities 9,737 9,514
Note 34 Provisions for liabilities  (345) (388)
n et assets 9,392  9,126
c apital and reserves
Note 35 Called up share capital 3,270 3,270
Note 36 Share premium 638  638
Note 36 Profit and loss account 5,484  5,218
Shareholders’ funds 9,392  9,126
 The financial statements were approved by the board of directors and authorised for issue on 
 14 September 2011 and were signed on its behalf by: 
 
 
 JHc Haynes  E o akley
 Director  Director 
 
c ompany Balance Sheet
At 31 May 2011 77
 26 Principal accounting policies
 
 Basis of accounting 
 The financial statements of the parent company, Haynes  Publishing Group P .L.C. have been 
 prepared under the historical cost convention except for the treatment of certain financial  
 instruments and in accordance with applicable United Kingdom Accounting Standards and law. 
   
 The Company has taken advantage of the exemption available under FRS 8 and has not 
 disclosed transactions with subsidiaries wholly owned by the Group.   
 Foreign currencies 
 Transactions in foreign currencies are translated to sterling at the rate ruling on the date of the   
 transaction. Exchange differences arising from the movement in rates between the date of  
 transaction and the date of settlement are taken to the profit and loss account as they arise. 
 
 At each balance sheet date, monetary assets and liabilities that are denominated in foreign  
 currencies are translated at the rates prevailing on the balance sheet date.  
   
 Depreciation 
 Depreciation is provided to write off the cost of tangible fixed assets less any estimated residual 
 values, by equal instalments over their estimated useful lives as follows: 
Freehold land Nil
Freehold buildings 40 years
Leasehold property The period of the lease
Plant and equipment 3 years to 10 years
 Taxation  
 Deferred tax is recognised in respect of all timing differences that have originated but not
 reversed at the balance sheet date and that will result in an obligation to pay more, or a right to 
 pay less tax, with the exception that deferred tax assets are recognised only to the extent that 
 the directors consider that it is probable that there will be sufficient taxable profits from which 
 the future reversal of the underlying timing differences can be deducted.  
  
 Deferred tax is measured on an undiscounted tax basis at the tax rates that are expected to 
 apply in the periods in which the timing differences will reverse.   
 
 Leases  
 Operating lease rentals are charged to the profit and loss account on a straight line basis over 
 the life of the lease.   
  
 r etirement benefits 
 The Company participates in a multi-employer defined benefit pension scheme based on final
 pensionable pay where the assets of the scheme are held separately from those of the  
 Company. The Company is unable to identify its share of the underlying assets and liabilities of
 the scheme on a consistent and reasonable basis and therefore, in accordance with FRS 17
 ‘Retirement Benefits’, accounts for the scheme as if it were a defined contribution scheme. As a
 result, the amount charged to the profit and loss account represents the contributions payable
 to the scheme in respect of the accounting period. Details of the UK scheme are shown in  
 Note 19 to the Consolidated Financial Statements.
n otes to the c ompany accounts
Year ended 31 May 2011 78
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 26  Principal accounting policies (continued)
 Financial instruments 
 Financial assets and financial liabilities are recognised on the Company’s Balance Sheet when 
 the Company becomes a party to the contractual provisions of the instrument.  
 Trade debtors   
 Trade debtors are not interest bearing and are stated at their nominal value.
 Trade creditors   
 Trade creditors are not interest bearing and are stated at their nominal value.   
 Investments 
 Investments in subsidiaries are held at historical cost less any provision for impairment.
27   Profit of the parent company  
 As permitted by Section 408 of the Companies Act 2006, no Income Statement or Statement of  
 Comprehensive Income of the  Company is presented as part of these financial statements.  
 
 The profit dealt with in the Company accounts was £2.8 million (2010: £3.7 million) which includes  
 dividends received from subsidiaries of £2.9 million (2010: £3.4 million). 
Employees 2011
£000
2010
£000
Aggregate remuneration of employees:  
Wages and salaries 415  531 
Employer’s social security costs  45  68
Employer’s pension costs 26  17
 486  616
 Two of the directors are employed by a subsidiary company based in the US, one director  
 is employed by a subsidiary company based in the Netherlands and one director is employed  
 by a subsidiary company based in the UK. In all cases the directors are remunerated by the  
 subsidiary company only.
 
 Full details concerning the directors’ emoluments, pension entitlements and long-term incentive 
 schemes are shown in notes 7 and 8 of the Board Report on Remuneration.
 Auditor’s remuneration 
 
 The fees payable by the Company to BDO LLP for work performed in respect of the audit of the  
 Company was £33,875 (2010: £32,650). Fees paid to BDO LLP by the Company for non-audit  
 services are not reported in these accounts as the information is disclosed in note 4 of the  
 Consolidated Financial Statements.
n otes to the c ompany accounts
Year ended 31 May 2011 79
 28   Dividends
Dividends paid and proposed 2011
£000
2010
£000
Amounts recognised as distributions to equity holders in the period:
 
Final dividend for the year ended 31 May 2010 of 9.3p per share   
(2009: 11.5p per share)  1,521 1,880
Interim dividend for the year ended 31 May 2011 of 6.2p per share  
(2010: 6.2p per share) 1,014 1,014
 2,535 2,894
Proposed final dividend for the year ended 31 May 2011 
of 9.5p per share (2010: 9.3p per share) 1,553 1,521
 The proposed final dividend is subject to approval by shareholders at the Annual General  Meeting,
 to be held on 19 October 2011 and has not been included as a liability in  these financial statements.
29 Tangible fixed assets
Land and buildings
Freehold
Short
leasehold
Plant and
equipment Total
£000 £000 £000 £000
Cost at 1 June 2010 4,003  97  104  4,204 
Additions -    -    -   - 
c ost at 31 May 2011 4,003  97 104  4,204 
Accumulated depreciation at 1 June 2010 1,517  80  96  1,693 
Charge for year  92  4  1  97 
accumulated depreciation at 31 May 2011 1,609  84  97  1,790 
n et book value at 31 May 2011 2,394  13  7  2,414 
Net book value at 31 May 2010 2,486  17  8  2,511 
 The depreciation charge on freehold buildings is calculated on buildings with an original cost of 
 £3,613,000 (2010: £3,613,000). There were no assets financed through finance leases or hire 
 purchase arrangements during the current or prior year.
30 Investment in subsidiary undertakings
Shares in
subsidiary
undertakings
Loans to 
subsidiary
undertakings Total
The c ompany
£000 £000 £000
Cost and carrying value at 1 June 2010 
and 31 May 2011 7,106                    -  7,106 80
n otes to the c ompany accounts
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 30 Investment in subsidiary undertakings (continued)
 
 As at 31 May 2011 there were the following principal subsidiary undertakings. Except as indicated  
 all subsidiaries are wholly owned,  within the Group and all with financial year-ends of 31 May:
Country of incorporation, 
registration and operation
J H Haynes & Co Ltd (Publisher) United Kingdom
J H Haynes (Overseas) Ltd (Holding Company) United Kingdom
Haynes North America, Inc (Publisher)* USA
Haynes Manuals, Inc (Book distributor)* USA
Odcombe Press LP (Printer)* USA
Haynes Publishing Nordiska AB (Sales and marketing) Sweden
Vivid Holding BV (Holding) The Netherlands
Vivid Automotive Data & Media BV (Data production,  
IT development and sales)* The Netherlands
Vivid Automotive Data (UK) Ltd (Data production)* United Kingdom
Vivid Automotive Data Espana SL (Sales)* Spain
Vivid Italia srl (Sales)* 
[1]
Italy
Vivid Automotive Data srl (Data production and IT development)* Romania
 As at 31 May 2011, there were the following dormant subsidiary undertakings, all wholly owned  
 within the Group: Camway Autographics Ltd, *Haynes Garages Ltd, GT Foulis & Co Ltd, Oxford 
 Illustrated Press Ltd, Patrick Stephens Ltd, *Camelot Inc, *Odcombe Press (Nashville) Inc,  
 *E-Commerce Management Ltd, *Vivid Automotive Data Publishing Ltd and *Partsdoc Holding BV.
 
 
[1]
 Through Vivid Automotive Data & Media BV the Group has a 60% interest in the equity of Vivid 
 Italia srl (2010: 60%). 
 
 * Shares of those subsidiaries marked with an asterisk are held by subsidiary undertakings. All other  
 shares are held by the Company.
31 Debtors
amounts falling due within one year: 2011
£000
2010
£000
Trade debtors
-  6   
Amounts owed by subsidiary undertakings 
 630  511 
Other debtors and prepayments
 42  35 
 672  552 
32 c reditors
amounts falling due within one year: 2011
£000
2010
£000
Trade creditors
 20 14
Amounts owed to subsidiary companies
 64 322
Bank overdraft
 -   -
Corporate taxes
 - 44
Other taxes and social security costs
 3   -
Other creditors and accruals
 429 372
 516 752 
 Details of the security held against the bank overdraft are detailed in note 15 to the Consolidated  
 Financial Statements. 81
 33   Financial risk management, objectives and policies
 Note 18 to the Consolidated Financial Statements provides details of the Group’s financial risk   
 management, objectives and policies. These policies also apply to the Company.   
 
 Financial assets  
 As at 31 May 2011 the Company had financial assets totalling £61,000 (2010: £97,000) of which  
 £3,000 was held in Euro’s (2010: £21,000) and £58,000 was held in Sterling (2010: £76,000). 
  
 Fair value of financial assets and liabilities  
 There are no material differences between the carrying value and the fair value of the financial 
 assets and liabilities.
34 Provisions for liabilities
2011 
£000
2010
£000
Deferred taxation:
Balance at 1 June 388 392
Transfer to profit and loss account (43) (4)
Balance at 31 May 345 388
Being: 
Accelerated capital allowances 355  398
Other short-term timing differences (10) (10)
Provision for deferred tax 345  388 
analysed in the balance sheet as follows:  
Provision for liabilities 345  388
 
 The deferred tax provision arises as a result of timing differences between the treatment of certain  
 items for tax and accounting purposes.
35  Share capital
2011 
No
2010 
No
2011 
£000
2010 
£000
allotted, called up and fully paid:
‘A’ Ordinary shares of 20p 9,000,000  9,000,000  1,800  1,800
Ordinary shares of 20p 7,351,540  7,351,540  1,470  1,470
 16,351,540  16,351,540  3,270  3,270   82
n otes to the c ompany accounts
Year ended 31 May 2011
Financial Statements
Haynes Publishing Group P.L.c .  Annual Report & Accounts 2011
 35  Share capital (continued)
 The 31 March 1982 share price for capital gains tax purposes is 125p and after adjusting for the 1989  
 (1 for 1) and 1993 (1 for 2) capitalisation issue this becomes 41.67p. At 31 May 2011 the share price  
 was 247p (2010: 245p), with a high of 280p (2010: 260p) and a low of 200p (2010: 140p) for the  
 financial year.
 Both the ‘A’ Ordinary shares and the Ordinary shares carry equal voting rights of one vote per share 
 where a matter is decided other than on a show of hands. Both classes of share rank ‘pari passu’ 
 (including any distribution by way of dividend and on a return of capital), save that a transfer of ‘A’ 
 Ordinary shares will not be permitted by the directors other than to a member of the holder’s 
 immediate family or to family settlements. The holders of ‘A’ Ordinary shares may convert such shares  
 into Ordinary shares at the rate of one Ordinary share for each ‘A’ Ordinary, subject to the further 
 provisions of the Articles of Association and the Companies Acts.
36  r econciliation of movement in shareholders’ funds
Share
capital
£000
Share 
premium
£000
Profit and 
loss
account
£000
Total
£000
Balance at 1 June 2009 3,270  638  4,441  8,349 
Profit for the period -    -    3,671  3,671 
Dividends (note 28) -    -    (2,894) (2,894)
Balance at 1 June 2010 3,270  638  5,218  9,126 
Profit for the period -    -    2,801  2,801 
Dividends (note 28) -    -    (2,535) (2,535)
Balance at 31 May 2011 3,270  638  5,484  9,392 
37  r etirement benefits
 The Company is a member of a larger UK group wide pension scheme providing benefits based 
 on final pensionable pay. As the Company is unable to identify its share of the scheme assets 
 and liabilities on a reasonable and consistent basis, the Company is permitted under FRS 17 
 ‘Retirement Benefits’ to account for the scheme as if it were a defined contribution scheme. 
 
 Details of the UK scheme are detailed in note 19 to the Consolidated Financial Statements and 
 whilst reported under IAS 19 are not in the directors opinion significantly different to the 
 FRS 17 values.
 The contributions paid by the Company into the scheme during the year amounted to £26,000   
 (2010: £17,000).
38  Leases
annual operating lease commitments:
2011 
£000
2010
£000
Land and buildings:
Leases expiring between 2 and 5 years 65  65  83
Financial c alendar and  
Shareholder Information
  c alendar for financial year ended 31 May 2012
  Interim statement      January
  Interim dividend paid      April
  Company year-end      31 May
  Announcement of annual results and proposed final dividend   August
  Annual General Meeting      October
  Final dividend paid      October
  
  analysis of shareholders as at 31 May 2011  
  Type of    n umber of Total
  shareholder   shareholders shareholdings 
 
  Commercial and industrial companies  22   128,347 
  Directors beneficial / connected / non-beneficial   6   10,577,567 
  Nominee companies     87   3,640,826 
  Private holders     360   1,320,739 
  Investment trusts and funds     7   684,061 
       482   16,351,540 
  Share registrars  
  Website:  www.capitaregistrars.com
  Investors  
  Company website:  www.haynes.co.uk/investor
  Share price:  www.londonstockexchange.com (code: hyns)   Haynes Publishing Group P .L.C.
Sparkford, Yeovil, Somerset BA22 7JJ England • Telephone +44 1963 440635 • Fax +44 1963 440825