porta communications plc 
report and accounts
for the year ended 31 december 2014 
2014
porta communications plc annual report
 
for the year ended 31 december 2014 overview and highlights 
2 highlights porta at a glance 
5 chairman’s statement
6 group overview
 
strategic review
13 chief executive’s review
15 divisional performance review
28 group finance director’s review
36 principal risks and uncertainties
41 our place in the community
 
directors’ report and corporate governance
43 chairman’s introduction to corporate governance
45 board of directors
46 directors’ report
49 statement of directors’ responsibilities
50 corporate governance report
54 report of the remuneration committee
 
financial reporting
60 independent auditor’s report
61 consolidated statement of comprehensive income 
62 consolidated statement of financial position 
63 company statement of financial position 
64 consolidated statement of cash flows 
65 company statement of cash flows 
66 consolidated statement of changes in equity 
68 company statement of changes in equity
69 notes to the financial statements 
 
information for shareholders
126 notice of annual general meeting
131 form of proxy for use at the annual general meeting 
133 company information 
contents 
porta communications plc
1 highlights
financial  
• gross profit fee income up 135 to £194 million
•  average gross profit per employee £100000 against £75000 in 2013
• organic growth in gross profit at 75
• substantial turnaround to positive ebitda after all costs
•  excluding acquisitions client base has grown by approximately 140 to 
over 450 in the year
• adjusted headline ebitda nearly three times higher than previous year
0
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20
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05
10
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25
0
1
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gross proﬁt £ million headline ebitda £ million net debt £ million
2014 2013 2012 2011 2014 2013 2012 2011 2014 2013 2012 2011
135
increase
194
83
34
07
22
07
05
03
56
32
33
00
0
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10
15
20
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00
05
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gross proﬁt £ million headline ebitda £ million net debt £ million
2014 2013 2012 2011 2014 2013 2012 2011 2014 2013 2012 2011
135
increase
194
83
34
07
22
07
05
03
56
32
33
00
2 £16714 182
£1954687
gross profit
reported ebitda
2014
2014
126
236
2013 gross profit  £7387819
2013 reported ebitda £582136 
2014 average number of staff 136 2013 average number of staff 75 
£123200
gp per head 2014
25
2013 gp per head £98504 
communications
£2539795
£436765
gross profit
reported ebitda
2014
2014
154
157 36
2013 gross profit  £1000868
2013 reported ebitda £772933 
2014 average number of staff 49 2013 average number of staff 26 
£52367
gp per head 2014
2013 gp per head £38495 
marketing  advertising
please note that these are all continuing operations
porta communications plc
3 our objectives
• create a porta brand differentiation against peer group
•  promote an ‘‘integrated’’ communication approach to 
meet client demand
•  manage an internal dialogue structure to drive revenue 
and reduce costs
•  bring the international network into marketing and 
revenue dialogue
•  instil a culture for talent attraction and retention
• ensure future acquisition integration
our  
objectives
4
porta communications plc our  
objectives
performance
i am pleased to report that 2014 was an extremely exciting 
year in the relatively short history of the porta group the 
consolidation of the corporate and capital markets pr 
businesses under the single newgate brand with a strong 
and growing international footprint has been particularly 
positive as it benefits from scale and brings together some 
of the best people in the industry 
our consumer pr capabilities ramped up dramatically in 
the year with the acquisition of publicasity both redleaf 
and pps welcomed during the year helped significantly to 
strengthen the financial pr public affairs corporate and 
crisis offer in the uk 
these acquisitions together with wsm print  design and 
digital mean that porta is successfully progressing its 
acquisition strategy to supplement the strong organic 
growth in our existing dynamic businesses it also means 
that our london headquarters is near capacity delivering 
clear benefits to the integrated offering as well as to the 
profitability discussed later in this report 
the board and governance
the board has been active and efficient during the year 
assessing the opportunities presented by management and 
assisting in the strategic direction of the group and by 
referring new businesses to porta companies the overall 
contribution continues to be invaluable
the board in 2014 has focused upon the group’s strategic 
direction and performance particularly against challenging 
markets we will continue to develop the group’s strategy 
and report upon progress the board has determined that 
the 2014 annual report as a whole is fair balanced and 
understandable it provides the information necessary for 
shareholders to assess the performance and the strategy 
of the group the governance report on pages 50 to 53 
of this annual report provides further details about the 
operation of the board and its principal committees 
annual general meeting 
the company’s annual general meeting will be held at 
1100 am on 25 june 2015 and the notice of meeting and 
explanatory notes which accompany this annual report 
can also be found on our website 
our people
finally on behalf of the board i would like to thank all of 
our people for their significant contribution to our success 
over the past year i would like to take this opportunity to 
welcome our new colleagues to porta our people are our 
biggest asset and during the year the management team 
appointed a group head of human resources from within 
the group to help with professional development as well as 
strengthening our compliance we also promoted a group 
development director and added capacity in the it and 
accounting functions overall we have implemented major 
restructuring initiatives during 2014 and the successful and 
timely delivery of these as well as the financial performance 
of the company has been down to the passion hard work 
and effort of all our people  
bob morton 
chairman
27 may 2015 
chairman’s statement
for the year ended 31 december 2014
bob morton 
chairman
it has been a year of significant accomplishment for 
the group we executed well against our strategic 
priorities to capture growth both organically and 
through acquisitions to build a world class platform 
of integrated marketing services
market capitalisation 
£241m up 11  
2013 £217m
people
262 up 136  
2013 111
“
”
porta communications plc
5 who we are what we do
porta communications plc is the holding company  
for an international communications and marketing 
business with 18 offices in 9 countries through its 
specialist businesses we enable clients to maximise their 
communication competitive advantage on a global basis 
benefiting from our individual and integrated marketing 
services including public relations advertising digital and 
research we constantly look to innovate new products 
and ideas to enhance and expand these services
despite the impact of technology in the world today 
we still believe the success of communication remains 
about bringing people together
with porta there are currently two divisions which 
between them provide the synergy to build a successful 
international business these divisions are communications 
including financial pr investor relations consumer pr 
corporate communication public affairs and research and 
marketing  advertising including multimedia and creative 
communications digital services and media planning  buying
the success of the company will continue to be delivered 
through
•  retaining and recruiting key communications 
professionals with proven track records within the 
industry who are committed to the board’s and the 
ceo’s vision
•  acquiring established businesses where there is clear 
synergy and energy to continue to build a fast growing 
international group
6
group overview  
our values
our values are the fundamental beliefs of our international 
organisation which guide our actions and behaviours 
they influence the way we work with each other treat our 
shareholders customers suppliers and the way we engage with 
our communities our values give us confidence we use the 
same principles in our business across all international locations 
to help us make right choices and fair decisions
our purpose
bringing good people together
…  to meet our clients’ demands 
and global ambitions
…  to build a world class 
international marketing  
service group
…  to drive innovation in a  
digital world
…  to deliver specialist  
sector knowledge
…  to deliver maximum 
shareholder value
our vision
attract the best talent and 
develop that talent building a 
worldclass marketing services 
platform offering clients 
integrated communications 
solutions globally
our  
values
7
1
2
3
4
integrity respect and fair treatment
 work together as one team effectively sharing 
responsibility accountability and reward
 building relationships on doing the right thing first time
 fostering and strengthening longterm strategic 
alliances with key partners our offices and network companies
18
15
17
16
1 brisbane
2 canberra
3 melbourne
4 sydney
5 brussels
6 frankfurt
7 hong kong
8 singapore
9 qatar
10 abu dhabi
11 united kingdom
12 paris
13 milan
14 madrid
15 toronto
16 new york
17 miami
18 connecticut
19 johannesburg
20 shanghai
21 portugal
22 vietnam
23 macau
24 luanda angola
25 south korea
26 taiwan
8 8
7
2
3
1
12
13
22
14
19
23
20
24
21
25
26
6
5
aberdeen
bristol 
cardiff
edinburgh 
london
manchester
tunbridge wells
porta group offices
associated network companies
11
4
9
10
9 four year track record
2011 acquired threadneedle pr
2011 started uk and brussels startup
2012 opened frankfurt office
2013  started operations in singapore hong kong  
australia and expanded capabilities in london
2014 opened abu dhabi office
2014  acquired redleaf to expand financial pr and corporate 
communications offering 
2014 started in mainland china
2014  acquired pps to bolster public affairs offering with 
offices in london cardiff bristol manchester 
edinburgh and aberdeen
consumer public relations
2013  launched 13 our consumer pr brand
2014  acquired consumer pr agency publicasity to give 
critical mass to the consumer pr division
advertising
2012  started 2112 communications with a large  
breakaway team
2012  acquired ttmv and wfca – subsequently merged  
into one company
2013 acquired summit
2014 acquired wsm and merged into 2112
public relations
track record
10 over the period porta has grown from
3 employees in 2010 to 262 in 2014
1 office to 18 10 of which were startups
operating in 9 countries
 
            made 5 acquisitions in 2014
eps adjusted 10p
track record
bangkok
beijing
hanoi
ho chi minh city
hong kong
jakarta
kuala lumpur
macau
manila
seoul
shanghai
singapore
south korea
taiwan
taipei
vietnam
abu dhabi
connecticut
doha
johannesburg
luanda
miami
new york
qatar
toronto  
washington dc
aberdeen
bristol 
cardiff
edinburgh 
london
manchester
brussels
frankfurt
lisbon
madrid
milan
paris
portugal
brisbane
canberra
melbourne
sydney
11 porta
strategy
porta strategy
has built a diversified 
international 
communications and 
marketing group…
… with clear synergy 
between each division  
and office
achieved by  
startups  
bolstered by  
income producing  
strategic  
acquisitions
1  recruit the best quality  
people in our sectors
 
2  growing international  
network
 
3  provide a full range  
of services
 
4  target large  
multinational clients
helping clients to communicate more effectively as
 
• stakeholder groups are increasingly interwoven
• communications challenges require multidiscipline multiterritory solutions
• social media increases the ‘noise levels’
•  technology enables new opportunities but also disrupts traditional 
communications techniques
•  changing stockbrokerquoted company relationships are effecting how 
companies deliver information to investors
12 porta
strategy
chief executive’s business review
for the year ended 31 december 2014
gross profit for the year ended 31 december 2014 rose from 
£83 million to £194 million a gain of over 130 while 
organic growth stripping out first time contributions from 
acquisitions was 75 higher compared with single digit 
growth in the sector this excludes ttmg which was closed
porta is pleased to report positive ebitda for the first time 
which has been achieved despite the group incurring higher 
property costs with the acquisitions taking longer to 
complete than anticipated and almost £04 million extra 
costs associated with the termination of the previous llp 
structures which we had to close in line with hmrc 
guidance headline ebitda was nearly three times higher at 
£22 million once the exceptional costs particularly start
ups are added back many of these exceptional costs will 
be eliminated in the current year 
with the exception of france and china the group has now 
completed its phase of startups with future growth being a 
mixture of organic and acquisition given the size of porta 
and restricted access to funds this strategy was the right 
course for the group in the early years indeed these assets 
have been developed albeit over a longer period for a 
fraction of their present value if acquired today
through startups together with strategic income producing 
acquisitions porta has now built an integrated international 
marketing group covering the majority of client requirements
communications 
trading during 2014 was particularly strong in newgate 
globally with organic growth of well over 70 newgate 
australia helped by the privatisation of medibank was the 
star performer fee income was up by nearly 200 in its 
first full year of operation however the weakness of the 
australian dollar reduced group ebitda by £016 million in 
the year both newgate hong kong and newgate singapore 
were profitable in very difficult markets reflecting the quality 
of the teams in both areas
in london newgate continued to show strong growth 
helped by the strength of the ipo market particularly at the 
beginning of the year the former threadneedle business 
has been restructured under new management and is now 
fully integrated into the newgate capital markets offering  
it is pleasing to see that newgate maintains its position as 
the number one agency for the number of aim clients that it 
is retained by given the success of recent pitches newgate 
david wright 
chief executive officer
the growing maturity of all our startup companies 
together with the success achieved by marketing 
porta as a fully integrated group has again 
produced outstanding growth particularly in the 
communications division
13
“
”
porta communications plc
financial
pr
corporate
pr
investor
relations
public
affairs
brand
building
consumer
pr
digital
media
client
communications
requirements
porta
communications should not only maintain its strong ranking but also enjoy 
further success this year pitching with other disciplines in 
the group has been a contributing factor behind the strong 
results showing elsewhere in newgate globally
redleaf polhill of which 51 was acquired in the 
first half of 2014 has benefited significantly from its 
strengthening reputation evidenced by the number of 
awards that it has won during the year under its 
impressive management team the agency goes from 
strength to strength and is expected to become 
increasingly important to the group’s overall performance
on the consumer pr side the startup 
13 communications suffered from an initial lack of critical 
mass and had taken longer than anticipated to become 
profitable however with new client wins including one 
large project this business is now profitable
the group’s consumer pr business has been bolstered by 
the acquisition of publicasity at the end of 2014 under its 
young and very enthusiastic management team the 
company has won a number of new clients since 
becoming part of the group which augurs well for 2015
pps the other acquisition made by porta towards the end 
of 2014 is also making a major contribution to both 
newgate and the group ranked number one by fee 
income in the pr week public affairs league table pps 
has not only become a major contributor to group profits 
but has also materially strengthened the newgate 
management structure including its accounting and 
marketing functions
marketing and advertising 
2112 the multimedia creative communications agency 
has built a very impressive client base which has taken 
longer than expected to be reflected on the bottom line 
more recently however the quality of the work and the 
quick turnaround of each project have led to a major 
upswing in the volume of business being generated from its 
key clients the business is now trading profitably and a 
much better performance is expected in the current year
ttmv the media buying agency based in tunbridge wells 
struggled as a result of the loss of its two major accounts 
and the group took the view towards the end of the 
financial year that it could no longer continue to support the 
company financially a decision was therefore taken to 
close the company summit the design studio also based 
in tunbridge wells has always been profitable since the 
closure of ttmv summit has expanded its operation 
picking up new clients and making five new hires we 
are anticipating an even better performance from them 
this year
outlook
looking to the immediate future the priority is to build on 
a very stable platform of businesses which the board is 
confident will continue to generate strong organic growth 
the main emphasis will be to
● ● widen the range of services and products
● ● improve geographical coverage
● ● double the size of the business through organic and 
acquisition growth and
● ● improve the market perception and rating
as for the current year the performance in the first five 
months gives the board every confidence that all the 
growth trends seen in 2014 will continue
david wright 
group chief executive
27 may 2015
chief executive’s business review continued
for the year ended 31 december 2014
porta communications plc
14 marketing and advertising
porta communications plc
divisional performance review 
from the chief executive
for the year ended 31 december 2014
communications
porta communications plc
15 communications
newgate london
2014 was a successful year for newgate communications 
with strong growth in fee income and important new 
clients secured
organisations select newgate because they respond to its 
ability to provide an integrated team that can effectively 
engage and manage relationships with businesses 
investors politicians communities and consumers both 
domestically and internationally
for global fund manager orbis investment newgate 
worked with sister agency 13 communications to create a 
strategic launch plan to its directtoconsumer platform in 
2015 with an innovative fee model newgate established its 
credentials by commissioning research by cass business 
school that highlighted the validity of that model with its 
colleagues in singapore newgate helped euroclear the 
brusselsbased securities posttrade group develop its 
market positioning and messaging and obtain positive 
media coverage for forward looking programmes 
although newgate works for clients from a wide range of 
industries it has built a specialist expertise in the financial 
services area remarkable was one major project during 
the year for schroders where newgate managed a global 
survey in 23 countries about consumers’ attitudes to 
investment 
the successful campaigning approach was also 
recognised by tisa the financial services agency when it 
commissioned newgate to handle the public relations and 
public policy for the savings  investment project a 
grouping of over 50 major companies from across the 
financial services industry 
2014 saw newgate use its media relations and public policy 
skills to put forward the case for exploring for natural gas 
onshore given the uk’s dependence on foreign oil and gas 
and the benefits for employment newgate has been 
actively supporting uk onshore oil and gas ‘ukoog’ the 
representative body for the industry particularly in its 
engagement over the infrastructure bill and its rapid rebuttal 
against antifracking groups third energy a company 
which has been producing gas in north yorkshire for two 
decades turned to newgate to support its plans to expand 
its operations which will involve hydraulic fracturing 
divisional performance review
for the year ended 31 december 2014
porta communications plc
16 this year newgate has confirmed its position as a major 
player in the financial communications sector and is 
currently advising a number of international clients who 
are coming to the market newgate has increased its 
dominance in the tmt property and consumer areas and 
is actively involved in a number of ipos in all three sectors 
in addition it is making strong inroads into other sectors 
including natural resources industrial and support 
services as an example in the period the group advised 
wolf materials on its £99 million fundraising the first mine to 
be built in the uk in 45 years of tungsten mining in devon 
and aiming for full production in the autumn of 2015
the company continues its policy of recruiting top quality 
staff and this coupled with the further integration of its 
divisions with other parts of newgate capital markets 
is now paying dividends enabling it to further upgrade 
its offering 
on the larger cap side the team completed its transition 
from effectively a start up to a more established entity 
within the capital markets team as they continued to 
develop its specialist offering of blended corporate and 
financial communications to large international corporates 
and professional services companies as well as london 
stock exchange main market listed companies the year 
was also marked by further development of our service 
offering with the inclusion of a pure investor relations 
service to expand the capabilities and dialogue with our 
target clients
the trading environment was dominated by the outlook in 
the capital markets a positive sentiment in the first and 
second quarter saw the team take on a number of potential 
ipo mandates the highest profile being the potential listing 
of the premium uk department store house of fraser in 
the end the business was acquired by nanjing cenbest a 
leading chain of luxury chinese department stores owned 
by sanpower group this outcome exemplifies the teams’ 
expertise both in the uk market and in advising on large 
scale international mandates however a change in capital 
market sentiment impacted the second half of the year 
whilst we advised on a number of successful ipos we 
also saw others face this strong headwind and were 
postponed towards the end of the year we advised on 
the sale of new britain palm oil plc the world’s leading 
producer of sustainable palm oil to the malaysian 
conglomerate sime darby for over £1 billion again 
demonstrating our strong international capabilities 
within the uk market we gained a number of uk client 
wins and also completed a number of investor relations 
mandates both on an advisory basis and as well 
completing investor audits these provide valuable insight 
to clients on investor sentiment and potential issues for 
both uk and overseas listed companies the year ended 
with our appointment to a global professional advisory 
business looking to acquire a uk based complementary 
business our successful involvement has led to newgate 
being appointed to advise the firm on a global basis which 
we look forward to developing in 2015
porta communications plc
17 newgate australia
2014 was newgate australia’s first full year of operations 
with year on year growth of over 200 
after commencing its business operations in australia in 
mid2013 with a handful of consultants newgate australia 
began calendar year 2014 with a growing team of 
employees working out of permanent offices in sydney 
melbourne and canberra by year end another office had 
been opened in brisbane and the team had grown to 40 
employees – well in excess of the original plan
the integrated offering of financial communications 
corporate communications public affairs and research has 
served the business well with the operation experiencing 
growth in all practice areas externally there was also a 
noticeable improvement in the activity of the financial 
markets with the return of ipo and ma activity which 
contributed to a number of major projects for newgate 
australia corporate and government relations activity also 
grew sharply with the group now advising as many as 90 
clients at any one time on a range of communications 
issues
in addition the specialist market research offering also 
continued to grow in scale and reach working with many 
corporates as well as government departments and 
agencies undertaking both qualitative and quantitative 
research work the research business now contributes 
18 of fee revenue across the business 
more importantly a growing number of clients are engaging 
us for both research and consulting demonstrating the 
importance of the product mix the milestone client in 
2014 was the commonwealth government’s department 
of finance the government engaged newgate to manage 
the successful ipo of the formerly governmentowned 
health insurance provider medibank private
newgate advised the department from its scoping study 
process to review potential sale options to its listing 
through a fully marketed initial public offer to australian 
and international investors newgate advised the 
government on the retail and institutional marketing and 
communications program for the offer of shares the 57 
billion ipo was the biggest australian float since the 14 
billion partial listing of telstra in 1997 and the third biggest 
global listing in 2014 
elsewhere in the business the sydney office was retained 
by the nsw government to manage communications for 
the longterm lease of the nsw electricity networks this 
project will involve a number of major transmission and 
distribution assets to be leased or partially leased over the 
next two years
in canberra federal government relations work mandates 
steadily increased and in the newest office in brisbane the 
team has picked up a number of major corporate and 
public affairs clients in the resources infrastructure and 
agricultural sectors 
the business continues to seek out opportunities for new 
product offerings and made significant progress in 
developing our community engagement practice which has 
divisional performance review communications continued
for the year ended 31 december 2014
porta communications plc
18 resulted in the placement of four people on longterm 
secondment briefs with the nation’s largest new 
infrastructure project the 8 billion north west rail link 
project in sydney
the research business has also successfully developed a 
new consultationresearch tool which is a form of a 
deliberative forum for engagement with large community 
groups on major building and infrastructure projects this 
dualpurpose engagement instrument has proven very 
popular with a number of clients and the group are set to 
codify it as a discrete researchconsultation offering
newgate singapore
2014 was the first full trading year for the singapore office 
which was established in may 2013 it achieved net 
revenue of s14 million over 80 of this revenue was 
from new business won during the year building on the 
previous year’s client base approximately 45 of this 
revenue came from retained income with these retainers 
continuing into 2015
it was a difficult year marked by a high level of price 
competition and the need to overservice accounts in order 
to deliver good work or to match what our competitors 
were willing to do for the same clients on a macro level 
the local economy was fairly bearish with a marked 
deterioration towards the end of 2014
on the financial communications front the year was quiet 
with a much smaller number of ma and ipo deals 
compared to prior years however the group still managed 
to win mandates for four of the largest and most prominent 
ma deals in the local market including kkr’s offer for 
goodpack which valued the company at s14 billion 
and temasek’s offer for olam which valued the company 
at s53 billion and was the largest ma deal in singapore 
during the year the singapore team also advised on the 
s04 billion ipo of frasers hospitality trust which was 
almost 20 times oversubscribed and was one of the most 
successful ipos of the year
porta communications plc
19 newgate hong kong
2014 was a year of strong consolidation for the hong kong 
office which operates as a network office under the 
newgate brand in terms of market presence and reach 
staff clients and financial performance 
during the year the beijing office was opened and is being 
staffed for the growth that is foreseen in the coming years 
for both inbound and outbound activity
in hong kong the management continued to build the 
team strengthening the capabilities across both the 
international and mainland china markets
client retention has been strong and it has not only 
significantly grown existing client accounts but also won 
new retained accounts and were called in to advise on a 
number of high profile contested situations
hong kong undertook a number of oneoff high stakes 
mandates during the year these included campaigns for 
one of the world’s largest activist hedge funds representing 
the liquidators of suntech at the time china’s largest 
default working for a number of private equity firms on 
transactions spanning india south east asia china and 
japan as well as advising a major consumer business on 
the crisis fallout from widespread employee disruption theft 
and blackmail in china
revenues continue to grow and notwithstanding a highly 
competitive and cost conscious market on top of the 
expense of launching the beijing operation the hong kong 
team are well positioned for positive future growth 
in addition to building its own business the hong kong 
team have been major exporters of business and new 
business opportunities to the rest of the network most 
recently the hong kong office successfully expanded the 
firm’s asia relationship with alixpartners to include 
newgate’s abu dhabi and london offices and formed 
a dedicated client team in new york replacing major 
global firms in all three markets 
divisional performance review communications continued
for the year ended 31 december 2014
porta communications plc
20 redleaf polhill
redleaf became part of the porta group in april 2014 
following the acquisition of its 51 equity interest by the 
group throughout the year the company traded at record 
levels in terms of turnover and profits and ended the year 
with a stronger pipeline of new businesses than in any 
previous year it provided communications and investor 
relations consultancy services to 105 clients of which the 
top 10 represented 30 of revenues no single client 
represented more than 5 of redleaf’s revenues 
redleaf took advantage of the opportunity to broaden its 
scope of work in particular by adapting and increasing 
its offering to suit current clients’ needs in digital 
communications as such the agency launched 
standalone corporate and digital  content teams
redleaf continues to enjoy exceptionally high staff retention 
levels and the agency is very proud of the diversity of its 
team and the number of women at all levels across the 
agency – in fact the agency has almost twice the number 
of female members of staff than male and its leadership 
board is evenly balanced in this respect 
notable transactions undertaken by redleaf’s capital 
markets’ team included work undertaken on the john 
laing environmental assets group ipo constellation 
healthcare technologies inc ipo acting for both daisy 
group plc and the consortium acquiring it on its public 
to private – the fifth largest public to private in the last five 
years and entertainment one ltd’s purchase of mark 
gordon company the team’s new clients included finncap 
and stobart group the investor access team also 
organised several highly successful private client broker 
days and a very well attended tech day
the agency’s property pr team continued working with 
some of the biggest developments most respected 
businesses and highly regarded individuals in the property 
industry these included gerald ronson’s heron 
international and all of its projects keith breslauer’s patron 
capital and merchant square – one of london’s largest 
regeneration projects that is redeveloping the area around 
paddington basin the team also added to its client list 
with a number of highquality new business wins including 
the islington square development cain hoy enterprises 
and bouygues development
the financial services pr team works on a number of 
leading clients such as western union business solutions 
and hsbc global asset management campaigns included 
preparatory work for an integrated marketing campaign –  
cii made simple – which will be launched in 2015 to provide 
consumers with easily accessible and straightforward 
information on insurance the work included a website a 
series of informative guides an app and a social media 
campaign premier benefits a leading employee benefits 
consultancy and jamieson corporate finance were some of 
the new clients won by the team in 2014 
redleaf enjoyed a record number of award wins during the 
year with each of its teams winning or being shortlisted for 
an award grant thornton quoted company awards – pr 
firm of the year uk stock market awards in association 
with kpmg winner best adviser – financial pr estates 
gazette property marketing awards 2014 winner 
international property marketing campaign of the year 
residential shortlisting in the cipr excellence awards 
2014 crisis campaign of the year and the corporate 
communications young communicator of the year emma 
kane has also been shortlisted in the real businesscbi 
first women awards in the media category
we maximise our clients’ 
impact by offering new insights  
into issues and audiences and 
by finding fresh and exciting 
ways to deliver messages
porta communications plc
21 pps group the specialist public affairs and pr business 
joined the porta group in november 2014 pps helps 
companies secure planning permission for major projects 
working from a network of offices across the uk pps 
represents housebuilders energy companies supermarket 
operators and infrastructure providers
the acquisition was on the back of a positive year for pps 
which saw the firm handle some of the country’s most high 
profile engagement activities some of the highlights from 
2014 include
● ● consultation on a second runway at gatwick airport 
which saw pps staff have facetoface conversations 
with over 8000 local people in 16 locations 
● ● working for caudrilla resources engaging the 
communities around the bowland basin and 
balcombe on fracking and gas extraction
● ● helping severn trent water present its biggest ever 
capital project – an alternative supply of water for 
birmingham following in the footsteps of the victorian 
engineers who built the elan valley aqueduct 
● ● consulting on the london paramount scheme –  
a worldclass themed resort in kent and the first 
commercial national strategic infrastructure project
pps also worked on many smaller developments up and 
down the uk from housing projects in the south west to 
wind farms in scotland the firm maintains a professional 
and innovative approach and in 2014 launched a new 
product called community insight which helps 
housebuilders map local communities around their sites 
and target the households most likely to be supportive of 
their plans
pps brings a strong income stream and 50 specialist staff 
to newgate communications into which it has been 
integrated the two firms have a strong fit given both 
companies expertise in energy property and retail clients
pps is ranked no 1 
in the pr week 
league tables for 
public affairs 
companies in terms 
of fees generated in 
2014
 
divisional performance review communications continued
for the year ended 31 december 2014
porta communications plc
22 13 communications
13 communications completed its first full year of operation 
in 2014 where it joined forces with the other strong brands 
in the porta group to offer consumer and business to 
business agency services doubling its size over the period
towards the end of the year 13 communications ran the 
launch of one of london’s most exciting and largescale 
developments silvertown while other significant projects 
included the new shared economy transportation service 
drivenow from bmw and sixt and assisted with the 
communications programme for network rail south 
during the year 13 communications won accounts such 
as the silvertown partnership site of east london’s most 
exciting new development a new communications 
outreach programme for network rail orbis a new 
financial services website scm direct a new consumer 
investment service qualitysolicitors representing over 200 
regional law firms in the uk and allen carr easyway group 
the smoking cessation company
the projects for these clients involved the major first step in 
the east end’s most exciting new development through a 
new piece of social video content by local students to the 
area then launched a new addiction series for allen carr 
which resulted in major impact in social media and 
mainstream media leading to discussions in the welsh 
assembly in addition the team created new dataled 
content for network rail that became posters and leaflets 
at network rail southern stations and via social media
apart from the silvertown partnership project 
13 communications also worked alongside newgate on 
clients such as scm direct and orbis in return they 
introduced newgate at the end of the calendar year to 
qualitysolicitors having worked successfully with newgate 
and with 2112 communications for a new campaign for 
the caravan club 13 communications now has sight of 
more exciting integrated opportunities with members of the 
porta group
porta communications plc
23 publicasity
publicasity acquired towards the end of 2014 delivered a 
robust performance with record project fees from its strong 
client base in line with the current market trend for more 
project based work vs retained fee income totalled just 
under £29 million with an overall annual staff to fee ratio 
of 578
during the year publicasity introduced an additional client 
offer ‘creative services’ encompassing video production 
and design to drive additional fee income and a more 
integrated offer alongside pr  digital communications 
the largest clients in 2014 reflected the key sectors it 
operates in from ‘food  drink’ with britvic heineken and 
bacardi brownforman whose brands include bacardi 
grey goose bombay sapphire martini southern comfort 
and jack daniel’s to ‘travel  leisure’ with visit orlando 
bermuda tourism and kia motors and finally ‘lifestyle’ 
with vitamix tjx europe homesense grosvenor casinos 
rank entertainment group and buildabear workshop 
these top 10 clients represented two thirds of the total 
annual fee income but with no one client representing 
more than 9
notable new business wins in 2014 included jacques vert 
group which was a breakthrough client into the fashion 
industry and treasury wine estates whose portfolio of 
brands includes lindeman’s wolf blass and penfolds 
key assignments  creative campaigns during the year 
included the bermuda xfactor which involved the filming 
of the x factor judges’ houses in bermuda generating over 
60 pieces of coverage and 58 minutes of primetime tv 
coverage the team not only negotiated the campaign with 
the tv programmes but hosted the production crew on 
the island and managed the press and social media 
campaign as a result of this destination profile holiday 
enquiries to bermuda grew on average by 30 with its key 
tour operator partners 
visit orlando on good morning britain – in association with 
british airways walt disney world  universal publicasity 
created a campaign entitled ‘orlando cheers up the nation’ 
with itv’s breakfast tv show good morning britain this 
launched in september with a nationwide search for 100 
‘funseekers’ to experience the very best of the destination 
and ran over three months highlights included jack 
divisional performance review communications continued
for the year ended 31 december 2014
porta communications plc
24 osborne fronting the tv editorial record competition entry 
level at almost 30000 entries and orlando was seen by 
35 million tv viewers every day and 175 million on social 
media channels the total value of the exposure was 
slightly over £05 million and ba saw holiday enquiries to 
the destination grew by 30
the desperados experience – on the b2b communications 
the main challenge was to encourage retailers and 
publicans to stock heineken’s top performing range of 
beer and cider and in particular their spirit beer brand 
desperados
publicasity launched the desperados exspeerience an 
integrated multitouchpoint campaign over an eightweek 
period that included trade press pr  advertising online 
 social media direct mail point of sale activation in cash 
and carries and exposure at trade events 
the campaign gave the trade over 700000 opportunities 
to read about desperados and spirit beers whilst the 
desperados exspeerience cash  carry days increased 
sales by an average of 2043 overall the eightweek 
campaign helped heineken grow the brand by 32 
adding an additional £5 million in retail sales value
porta communications plc
25 marketing and advertising
2112 communications
2014 has been a year of establishment change and growth
at the beginning of 2014 2112 communications was a 
startup of little more than a year the agency had 14 staff 
including 4 from crazy horse a direct marketing company 
acquired by porta in 2013 and rebranded as 2112 direct 
and was in the process of establishing its credentials as a 
market leading multimedia creative communications agency 
at the outset it was all about building relationships with 
clients who have now become significant to the agency 
including bny mellon investment management hermes 
investment management henderson global investors 
jp morgan asset management civilised money 
killik  co blind veterans uk marie curie cancer care 
working for them on a projectbyproject basis
throughout the year there was a steady build up in the 
agency both in terms of capabilities and headcount which 
generated a substantial upturn in fees over this period 
headcount increased to 45 people while gross income rose 
200 the first half of 2014 was extremely active with 
client assignments and corporate development in january 
2112 started working with the caravan club the uk’s 
longest standing membership organisation and launched a 
national advertising campaign for blind veterans uk later 
during the year 2112 launched the junior and adult isa 
campaigns for the children’s mutual and redesigned 
confidant the customer quarterly magazine of wealth 
manager killik  co the agency was also appointed as 
the creative services partner of bny mellon investment 
management in addition 2112 amalgamated into the 
agency the design print management and digital 
businesses of sports marketing agency wsm which 
brought some excellent people and clients such as the 
economist financial times cmc markets and zip car
during the second half of the year 2112 created a film for 
timothy taylor’s championship beers celebrating le 
grand depart of the tour de france in yorkshire rebranded 
hermes investment management launched a press and 
digital advertising campaign for jp morgan asset 
management designed and produced an online mashup 
to promote capital radio’s jingle bell ball and created the 
christmas appeal for breast cancer care
continued delivery of high quality design digital and print 
projects has ensured that the relationships with all major 
clients continue to thrive in 2015
divisional performance review continued
for the year ended 31 december 2014
porta communications plc
26 summit 
summit had a successful 2014 increasing the amount of 
business from existing clients as well as growing in new 
areas with some new business wins
summit’s longterm relationship with axa ppp healthcare 
continued to grow throughout 2014 with summit taking on 
numerous projects to support their wider marketing 
communications strategy
summit were also involved with the steady growth of axa 
ppp international into new territories especially with the 
launch of their new global division working on their 
communications across all areas of the business
a key new business gain was axa assistance the arm that 
provides worldwide assistance services including motor 
home and travel assistance the first major project was 
designing the website to launch the motor breakdown 
product for a consumer audience
summit also undertook a rebranding project for beale  co 
the international law firm specialising in the construction 
industry while the growth in the digital arena and continued 
success with other clients bodes well for 2015 and beyond
porta communications plc
27 results for the year
the group’s revenue for 2014 on continuing operations 
of £233 million was 151 higher than the prior year 
comparatives from continuing operations 2013 restated 
£93 million this year’s revenue includes £73 million from 
acquired businesses which helped replace revenue of 
£103 million generated by discontinued operations in 
2014 which have been excluded from the headline 
revenue figure as reported under ifrs although the gross 
profit margin of 83 of total revenue in 2014 was 6 
lower than the previous year the gross profit of £194 
million was 135 higher compared with gross profit 
generated by continuing operations in 2013 of this 
75 was attributed to organic growth
administrative expenses of £202 million 2013 restated 
£109 million were 85 higher mainly as a result of an 
increase in employment costs predominantly coming from 
acquisitions made during the year with staff numbers being 
136 higher compared with the previous restated year 
at 31 december 2014 the group finished with 262 total 
staff of which 129 came with acquisitions made during the 
year the remainder of the increase was mainly attributed 
to higher amortisation charges on acquired intangibles in 
particular brands and customer lists
the operating profit before depreciation and amortisation 
interest and taxation ‘ebitda’ from continuing operations 
of £07 million is a significant improvement from the £22 
million loss in 2013 this positive improvement is due to 
both organic growth and the contribution of new 
acquisitions in the year which are well established and 
profitable businesses 
however the board does not believe that the stated results 
truly reflect the underlying performance during the year as 
they include a number of exceptional and nonrecurring 
costs the directors believe that it is more appropriate to 
analyse the results of the group before startup losses 
acquisition costs restructuring costs nonrecurring 
property costs share based payments bad debts 
impairment legal and other professional costs and 
depreciation and amortisation in order to help understand 
better the group’s financial performance taking these 
adjustments into account gives a core underlying adjusted 
positive ebitda of £2189444 2013 restated £738133
group finance director’s review 
for the year ended 31 december 2014
gene golembiewski  
group finance director
this is a year of positive results for the porta group 
we continued our strategy of combining solid profitable 
acquisitions with dynamic startup businesses managed by 
key senior professionals with proven track records
gross profit continuing 
£194m
up 135  
2013 £83m
headline adjusted ebitda
£22m
up 197  
2013 £07m
eps adjusted
10p
up 100  
2013 05p
“
”
porta communications plc
28  year ended  year ended year ended 
 31 december  31 december 31 december 
 2014  2013  2013 
 £ restated £ £
ebitda from continuing operations  671363 2211052 1894670
add back   
startup losses 613327 2160125 2160125
acquisition costs 271947 23891 64069
restructuring costs 189500 183881 337441
nonrecurring property costs 323536 – –
legal and other consultancy costs 276418 480640 485859
share based payment expense 185580 99678 99678
bad and doubtful debts 133167 970 124707
gain on acquisition 475394 – –
adjusted headline ebitda 2189444 738133 1377209
eps based on continuing operations 06p 20p 20p
eps based on adjusted headline ebitda 10p 05p 10p
for the purposes of the above analysis startup losses are defined as gross operating result in the period of entities which are organically started businesses 
such businesses so defined will cease being separately defined at the earlier of two years from the commencement of the activity or when the activities show 
evidence of becoming sustainably profitable 
porta communications plc
29 results for year
 year ended  year ended year ended 
 31 december  31 december 31 december 
 2014  2013  2013 
 £ restated £ £
continuing operations 
revenue 23273668 9277758 24441290
cost of sales 3868339 1005314 13249742
total operating and administrative expenses 20182469 10909978 13681541
operating loss 777140 2637534 2489993
ebitda 671363 2211052 1894670
loss before taxation on continuing operations 1472454 3132252 3062027
loss after tax
loss on continuing operations 1169924 2463128 2469992
loss on discontinued operations 2480674 14069 7205
loss for the year after tax 3650598 2477197 2477197
eps on continuing operations 06p 20p 20p
yearend staff numbers 262 111 146
analysis of total operating and administrative expense
continuing operations £ £ £
acquisition costs 271947 23891 64069
restructuring costs 189500 183881 337441
amortisation of acquired intangibles  1093149 257113 399613
depreciation and amortisation of other assets 355354 169369 195710
nonrecurring property costs 323536 – –
bad and doubtful debts 133167 970 124707
share based payments 185580 99678 99678
legal and other consultancy costs 276418 480640 485859
other operating and administrative expenses 17353818 9694436 11974464
 20182469 10909978 13681541
group finance director’s review continued
for the year ended 31 december 2014
porta communications plc
30 after taking into account amortisation and depreciation including a charge on intangible assets such as brands and 
customer lists acquired with wsm redleaf pps and publicasity the overall operating loss for the year was £777140 
2013 restated £2637534 loss
finance costs for the year including movements on exchange rates were £689288 2013 restated £468877 arising 
principally on the discounted bond from hawk investment holdings limited and a loan from retro grand limited granted 
during the year to fund acquisitions
in view of the board’s expectation that the group will be profitable going forward the group has recognised the benefit of 
certain tax losses incurred during the year combined with movements in deferred tax resulting in an overall credit to the 
statement of comprehensive income in the year of £302530 2013 restated £669124 and a deferred tax asset carried 
forward in the statement of financial position of £1449871 2013 £1091742 in addition the group has unrecognised 
tax losses carried forward amounting to £3400000 2013 £2500000 which it may be able to utilise in relieving tax 
payments going forward
the loss for the group from continuing operations for the year after tax was £1169924 2013 restated £2463128 after 
taking into account the loss on discontinued operations for the year of £2480674 the loss after tax on all operations for the 
year was £3650598 2013 restated £2477197
several group subsidiaries which include limited liability partnerships have noncontrolling interests either as shareholders 
or as partners designed to retain and reward the management of those entities there are two subsidiaries that have 
material noncontrolling interests newgate australia and redleaf polhill note 11 in the case of the limited liability 
partnerships the partnership shares due to those partners are deducted in arriving at operating profit or loss however in 
the case of incorporated subsidiary companies the noncontrolling shareholdings are shown as ‘noncontrolling interests’ 
and their share of dividends and profits or losses are deducted after arriving at the profit or loss after taxation taking these 
into account the loss attributable to the equity shareholders of the group itself for the year was £3767767 2013 restated 
£2775144 loss per share was 06p for the year 2013 restated 20p loss on continuing activities and loss of 17p 2013 
restated 20p loss for the year on continuing and discontinued activities combined
porta communications plc
31 divisional results from continued operations
31 december 2014  marketing   other  
£ communications advertising head office consol
12
 total
revenue 18778650 4762555 1116886 1384423 23273668
gross profit 16714182 2539795 151352 – 19405329
operating profitloss 885053 261375 1923568 – 777140
ebitda 1954687 436765 1720089 – 671363
loss from discontinued operations – – – 2480674 2480674
staff  partner numbers 203 45 14 – 262
31 december 2013 – restated  marketing   other 
£ communications advertising head office consol
12
 total
revenue 8291894 1574381 455827 1044344 9277758
gross profit 7387819 1000868 6251 122494 8272444
operating profitloss 272399 783562 2126371 – 2637534
ebitda 582136 772933 2020255 – 2211052
loss from discontinued operations – – – 14069 14069
staff  partner numbers 75 26 10 – 111
31 december 2013   marketing   other 
£ communications advertising head office consol
12
 total
revenue 8291894 16737913 455827 1044344 24441290
gross profit 7387819 3919972 6251 122494 11191548
operating profitloss 272399 636021 2126371 – 2489993
ebitda 582136 456551 2020255 – 1894670
loss from discontinued operations – – – 7205 7205
staff  partner numbers 75 61 10 – 146
1  for the purpose of the above analysis otherconsol column includes consolidation adjustments in relation to intercompany and results from 
discontinued operations
2 the above divisional results exclude the operations of ttmg which were discontinued in 2014 see note 9 to the financial statements
communications
the communications division has added new businesses in 2014 with the acquisition of redleaf polhill pps group and 
publicasity in the uk and newgate singapore which was a startup in 2013 they joined the existing newgate businesses of 
newgate communications newgate threadneedle 13 communications and newgate australia further details of the 
acquisitions made during the year are provided in note 10 to the financial statements the group announced during the year 
its intention to integrate the capital markets teams from newgate and newgate threadneedle in the uk to trade as newgate 
communications looking to build on the solid base of retained clients and covering the main market as well as aim
the group expanded the newgate brand internationally by creating a company in beijing to help bolster the newgate 
business in hong kong which has been operating since 2013 this new company is expected to deliver further growth for 
the group in mainland china while the newly established company is a startup the group has been fortunate to sign 
highlyregarded seasoned professionals from the local market to bolster and strengthen the newgate brand 
globally the communications division has increased its client list to over 600 at 31 december 2014 compared with 275 at 
the start of the year in the course of 2014 redleaf received significant industry recognition winning a number of prestigious 
awards for pr and marketing such as pr firm of the year grant thornton quoted company awards 2014 best financial 
group finance director’s review continued
for the year ended 31 december 2014
porta communications plc
32 pr advisor uk stock market awards 2014 and best marketing campaign international residential – estates gazette 
property market awards 2014 newgate was recognised as the fastest growing agency globally in 2014 and as a result 
was shortlisted for the emea corporate agency of 2014 by holmes report the global authority on the pr industry pr 
week acknowledged pps as leading the 2014 public affairs league tables in fee income generated
although a number of the businesses within this division are still within the startup phase the division overall has 
demonstrated an outstanding performance finishing the year reporting revenue of £18778650 2013 £8291894 of 
which 73 was organic growth gross profit of £16714182 2013 £7387819 of which 73 was organic growth positive 
ebitda of £1954687 2013 £582136 of which 60 was organic growth operating profit of £885053 2013 £272399 
of which 935 was organic growth and 203 staff employed 2013 75 of which 44 were organic new hires
marketing and advertising
the marketing and advertising division comprises 2112 communications and twentyfour seven studios the businesses that 
were formed by two startups in 2012 and which were subsequently merged into one 2112 communications business as of 
1 january 2014 it also includes the direct marketing agency 2112 direct formerly crazy horse which was acquired in 2013 
these businesses share the same office premises and operate closely together providing an integrated direct and digital 
marketing service including creative input brand consultancy and advertising strategic digital input media planning and 
buying in the financial services business services and notforprofit sectors
the division also includes summit marketing services limited the design studio located in tunbridge wells which was 
acquired in 2013 and contributes to the professional expertise and quality of services offering of this division
during 2014 the group acquired wsm print and wsm digital which provide full studio design and artworking capabilities 
and a full digital design and production unit servicing a range of blue chip clients since their acquisition they have been 
successfully integrated into the 2112 communications operation
prior to 31 december 2014 the group’s marketing and advertising division included twenty20 media group ‘ttmg’ that was 
acquired in 2012 and in which porta owned 90 historically the revenue and gross profit margins of ttmg made a profitable 
contribution to the financial performance of the group however ttmg’s business started to diminish in early 2014 
deteriorating rapidly over the second half of 2014 by 31 december 2014 ttmg had lost the majority of its key clients who 
experienced a slowdown in advertising spending as a consequence ttmg was not able to settle its outstanding liabilities in 
order to continue to trade and would have required a continuous and substantial injection of working capital for the foreseeable 
future the group supported ttmg throughout the majority of 2014 providing financial help with a £450000 cash injection 
however without a viable business and business plan going forward the group made a decision to put the main operating 
company within ttmg into administration and the other companies of this subgroup into voluntary liquidation all businesses 
within the subgroup had ceased trading by 31 december 2014 in accordance with international financial reporting 
standards ‘ifrs’ ttmg has been treated as a discontinued operation in 2014 and the results of this subgroup for the year 
ended 31 december 2014 and related comparative figures have been presented accordingly further details are given in note 9 
of these financial statements 
in total the marketing and advertising division continuing businesses overall finished the year reporting revenue of £4762555 
2013 restated £1574381 gross profit of £2539795 2013 restated £1000868 ebitda profit of £436765 2013 restated 
£772933 loss operating profit of £261375 2013 restated £783562 loss and employed a total of 45 people 2013 restated 26
head office central costs
the central costs of the group comprise the ongoing costs of running a growing international public company these costs 
have been affected in 2014 by the expenses involved in acquiring companies relocating to new office premises in the uk and 
nonrecurring legal and administrative costs in establishing the group as it evolves into a global integrated business total 
central costs before taxation have slightly reduced from £2511698 in 2013 to £2425372 with a 72 reduction £1546798 
in startup costs funded by head office and a 42 reduction £204222 in legal and professional consultancy costs offset by 
increases of £248056 in acquisition costs £132197 in bad and doubtful debts and £85902 in share based payments 
accompanied by nonrecurring property costs of £323536 related to new office premises the increased levels of oneoff and 
nonrecurring costs were in line with management expectations for the scale and nature of the growing group
porta communications plc
33 financial position and cash flow
 31 december 2014 31 december 2013 31 december 2012 
 £ £ £
noncurrent assets 22517663 10330087 8886148
current assets excluding cash 8875865 10149611 3435535
cash  1791426 2544802 777870
current liabilities  11768047 12784075 9128542
noncurrent liabilities  6123158 3916656 1445362
net assets  15293749 6323769 2525649
equity shareholders’ funds 13118981 5193875 1609556
31 december 2014  marketing   other  
£ communications advertising head office consol total
noncurrent assets 17333656 2140206 3043801 – 22517663
current assets excluding cash 6475968 1337708 9295393 8233204 8875865
cash  1494177 181796 115453 – 1791426
current liabilities  6940998 6866777 6193476 8233204 11768047
noncurrent liabilities  2124449 318024 3680685 – 6123158
net assets 16238354 3525091 2580486 – 15293749
31 december 2013  marketing   other 
£ communications advertising head office consol total
noncurrent assets 5086575 4135185 1108327 – 10330087
current assets excluding cash 2914349 6094991 7150194 6009923 10149611
cash  518228 708347 1318227 – 2544802
current liabilities  4821858 10954087 3018053 6009923 12784075
noncurrent liabilities  225674 1452963 2238019 – 3916656
net assets 3471620 1468527 4320676 – 6323769
31 december 2012  marketing   other 
£ communications advertising head office consol total
noncurrent assets 4553688 3908563 423897 – 8886148
current assets excluding cash 740368 1984242 338424 372501 3435535
cash  306949 167819 118961 184141 777870
current liabilities  1328440 2740633 4513844 545625 9128542
noncurrent liabilities  223652 1218116 3594 – 1445362
net assets 4048913 2101875 3636156 11017 2525649
 31 december 2014 31 december 2013 31 december 2012 
 £ £ £
cash outflow from operating activities 3397485 4487303 4487303
cash outflow from investing activities 4210908 973659 973659
cash inflow from financing activities 6858614 7236973 7236973
taxes paid 219353 6674 6674
cash in hand at end of period 1791426 2544802 2544802
group finance director’s review continued
for the year ended 31 december 2014
porta communications plc
34 the rapid growth of the group has also had a significant 
impact on the cash flow position the group reduced its 
loss before tax position by almost 53 compared to the 
prior year the overall working capital cycle is improved with 
both trade receivables and payables turnaround days being 
aligned at the end of 2014 the receivables turnaround 
remained unchanged and represented 87 days similar to 
2013 while the trade payables turnaround decreased 
by 2 days to 87 days cash outflow from operating 
activities includes a £10 million rent deposit placed on the 
new office premises
net cash outflow from investing activities is almost £32 
million higher than 2013 as a result of an increase in the 
number of acquisitions net of cash acquired made in 2014 
these acquisitions were 5347 funded with cash and loan 
notesshares respectively 2013 6040 the significant 
increase in the depreciation and amortisation charge 
during the year of 240 compared to 2013 has been 
accompanied by a 230 increase in volume of fixed 
assets purchased
net cash generated from financing activities has decreased 
by approximately £04 million compared to 2013 generating 
net cash inflow of £69 million this is mainly attributable to 
repayment of the loans and borrowings for a total of £26 
million during the year detailed below in note 23 offset by a 
fund raising of £70 million and new borrowings of £30 
million detailed below
a fund raising of £70 million before expenses was 
completed during the first quarter of the year by the issue of 
53846153 shares at 13p per share this issue was fully 
subscribed through a placing and was approved at a 
general meeting of the company on 11 march 2014 the 
funds were used by the group to implement its next phase 
of growth as well as to reduce debt and related interest 
charges which had an overall positive impact on the ability 
of the group to develop its income streams
the group obtained £30 million in new loan facilities during 
the year from retro grand limited and issued £16 million in 
loan notes the new loan and the loan notes were utilised 
on the acquisitions of publicasity and pps in addition the 
group entered into a finance lease agreement relating to the 
fitout of the new premises for a total amount of £04 million 
the great majority of the working capital funding for the 
group has been raised in the parent company as a central 
cost and this is reflected in group central liabilities at the 
year end although the net debt position has increased 
from £31 million at the beginning of the year to £56 million 
the net debt to equity ratio has been slightly improved from 
33 in 2013 down to 27 at the end of the current 
reporting year 
post yearend
on 13 may 2015 the company granted options over an 
aggregate of 8070000 ordinary shares to certain employees 
of the group all with an exercise price of 10p per share under 
its enterprise management incentive and unapproved share 
option plan ‘emi and unapproved plans’ the options vest 
in three equal tranches on the first second and third 
anniversary of the grant of the options and will expire on the 
tenth anniversary of grant
on 28 may 2015 the group is expected to complete the 
reorganisation of the newgate companies and as part of this 
reorganisation the 49 minority interest in newgate 
communications llp and one other llp will be bought out 
in consideration for the issue of 9754000 porta ordinary 
shares the porta ordinary shares remain subject to a 
minimum 12 month lockin period with a further 12 month 
orderly market period  
porta communications plc
35 the group is exposed to a range of various risks which may affect its performance the management team of the group 
performs regular exercises to identify evaluate and report new risks facing the business as well as reviews the 
appropriateness and relativity of earlier identified risks by the board the process is designed to manage these risks and to 
ensure all necessary mitigating actions are considered and undertaken in a timely manner however no system of control or 
mitigation can completely eliminate the risks inherent in achieving the group’s business objectives the existing risk 
management process adopted by the board of directors can therefore provide only reasonable and not absolute assurance 
against material misstatement or potential loss 
the directors identified a number of risks and uncertainties which they believe may affect the group’s ability to deliver its 
strategic goals as at 31 december 2014 a list of these risks is summarised below this list does not purport to be an 
exhaustive summary of the risks affecting the group is given in no particular order of priority and contains risks considered 
to be outside the control of the directors 
risk trend key
            increased from 2013                decreased from 2013                       no change
specific risks mitigation
acquisitions and disposals strategic risk
the pursuit of our group business strategy the 
board of directors views through economically 
sound development activities such as strategic 
acquisitions and disposals 
whilst good terms have been agreed on 
acquisitions in the past there can be no guarantee 
that the directors will continue to be able to agree 
the acquisitions of further suitable companies  
andor businesses on acceptable terms or any 
guarantee that the group will be able to raise 
sufficient future finance at such time there is also 
a risk that any acquisition is based on inaccurate 
information or assumptions or the new business is 
not integrated effectively which overall may result in 
less financially beneficial than anticipated post
acquisition performance 
during the year we acquired five new businesses 
and made a decision to discontinue media and 
creative agencies in tunbridge wells notes 9 and 
10 to the financial statements provide further details
we mitigate these risks by having rigorous external 
and internal due diligence procedures to identify 
and evaluate potential risks prior to agreeing the 
acquisition terms applying robust valuation models 
and agreeing suitable warranties and indemnities 
from the vendors in addition the total 
consideration paid for the business typically 
includes an element of deferred consideration 
contingent upon future performance which 
mitigates the risk of overpaying for a business
there is a clear focus on integrating acquired 
businesses over the deferred consideration period 
and close monitoring of the postacquisition 
performances
principal risks and uncertainties
for the year ended 31 december 2014
porta communications plc
36 specific risks mitigation
management of growth strategic risk
the ability of the group to implement its strategy 
requires effective planning and management control 
systems the speed at which the business 
develops may place a significant strain on the 
group’s management operational financial and 
personnel resources failure to expand and improve 
operational financial and management information 
and quality control systems in line with the group’s 
growth could have a detrimental impact on the 
trading performance of the group
the group has an experienced management team 
and a number of highly experienced external 
advisers the board of directors continuously 
reviews and enhances the existing strategy for the 
integration and management of the expected 
business growth
new markets and channels of service offering 
strategic risk
as we enter new markets through acquisition of 
local businesses or starting up new offices overseas 
we may achieve lower than anticipated trading 
volumes or higher costs and resources 
requirements this may impact the level of overall 
group profitability and negatively reflect on cash 
flows
 
we have a thorough process for assessing and 
planning the entry into new markets and related 
opportunities with the help of qualified and 
experienced local advisers we continuously assess 
our performance in those new markets and the 
related opportunities and risks 
global economic trends and client 
dependency economic risk
our group provides an integrated service offering 
to our clients across the globe poor economic 
conditions in home countries of our clients can 
increase the average debtor days’ period and thus 
put pressure on the group’s working capital there 
is also an increased risk of bad debts occurring as 
a result of clients’ financial situation 
during the year group had a higher bad debt 
expenditure compared to the previous reporting 
period as a result of financial difficulties experienced 
by some of our clients 
 
due to a wide spread of clients across the world 
and various industry sectors the group reduces its 
reliance on any particular economic environment or 
particular client the group performs weekly 
reviews of cash flows from all operations as well as 
regularly reviews new business winslosses across 
all group companies 
the group closely reports and monitors aged debts 
and ensures that local management has an action 
plan in place to minimise the risks of any resulting 
loss the group also closely monitors the level of 
fees generated from each client and is continuously 
seeking opportunities to expand existing client 
portfolios in 2014 our largest individual client 
represented 5 and our top 10 clients accounted 
for 19 of the total revenue
porta communications plc
37 specific risks mitigation
future funding strategic risk
although there are no immediate plans the 
company may need to raise extra capital in the 
future to develop fully the group’s business and to 
take advantage of future acquisition opportunities 
no assurance can be given that any such additional 
financing will be available or that if available it will 
be available on terms favourable to the company or 
the shareholders 
if further financing is obtained by issuing equity 
securities or convertible debt securities the 
shareholders’ holdings of ordinary shares may be 
diluted and the new securities may carry rights 
privileges and preferences superior to the ordinary 
shares the directors may seek debt finance to fund 
all or part of any future acquisition there can be no 
assurance that the company will be able to raise 
such funds either on acceptable terms or at all if 
debt financing is obtained the company’s ability to 
raise funds and its ability to operate its business 
may be subject to restrictions
a number of factors including changes in interest 
rates conditions in the banking market and general 
economic conditions which are beyond the 
company’s control may make it difficult for the 
company to obtain new financing on attractive 
terms or even at all if the company’s borrowings 
become more expensive then the company’s 
profits will be adversely affected
the group has a number of short and longterm 
borrowings to fund the working capital needs of the 
business andor future acquisitions the board of 
directors and executive management team closely 
monitor the level of debt and ensure all borrowings 
are utilised appropriately in accordance with terms 
and conditions of issue rigorous cash reviews of 
expenditures and collections are performed on a 
weekly basis across all group companies to ensure 
the targeted cash levels are maintained at each 
reporting date  
restructuring activities strategic risk
continuously increasing acquisitions and necessary 
integration of new businesses within the group 
inevitably requires restructuring of our existing 
activities to streamline our business and reduce the 
cost base this includes downsizing of under
performing divisions and business units as part of an 
effective cost management programme historically 
and to date these activities have progressed well 
and have had an immediate positive impact on the 
group going forward 
the group continues to closely manage these 
activities by assigning specific internal teams 
responsible for regular and timely reporting of the 
progress and results against set targets and by 
using other internal and external expertise the 
group seeks to remain fair towards all members of 
staff affected by the changes through transparent 
and regular consultation with those members of 
staff during such periods we are separately 
tracking the costs and benefits of these projects 
to ensure that we can compare their actual 
performance against our expectations while 
monitoring the underlying results of the business 
principal risks and uncertainties continued
for the year ended 31 december 2014
porta communications plc
38 specific risks mitigation
attraction and retention of key employees 
operational risk
the group depends on the continued service and 
performance of the senior management team and 
whilst it has entered into contractual arrangements 
with these individuals with the aim of securing the 
services of each of them retention of their services 
cannot be guaranteed the loss of the services of 
the group chief executive the finance director or 
other key employees could damage the group’s 
business equally the ability to attract new 
employees and senior executives with the 
appropriate expertise and skills cannot be 
guaranteed the group may experience difficulties 
in hiring appropriate employees and the failure to 
do so may have a detrimental effect upon the 
trading performance of the group
 
we recognise that it is important to motivate and 
retain talented people across our businesses to 
ensure that we are not exposed to the risk of 
unplanned staff turnover the group’s policy is to 
recruit both senior management and staff of the 
highest quality and to remunerate them accordingly 
the group carries out succession planning and 
provides promotion opportunities as well as 
operating both shortterm and longterm incentive 
plans to motivate and retain key personnel the 
group takes employees’ health and safely very 
seriously and has appropriate processes in place to 
monitor and address any issues accordingly 
working capital operational risk
lack of timely cash collections from our clients 
result in increased working capital requirements at 
an increased cash costs to the group 
working capital implications are an integral 
component of contract negotiations the group 
seeks to agree advance billing terms whenever 
possible 
information systems it and data security 
operational and business risks
any information system failure could negatively 
impact on the group business operations including 
delays to client work 
unauthorised access to confidential information 
due to inadequate security of the data could 
compromise our client relationships and have a 
detrimental effect on our reputation 
failure to maintain robust disaster recovery plans 
may result in significant loss of resources and cause 
a major disruption to overall business operations
 
the group maintains fit for purpose it systems 
managed and reviewed by both inhouse and third 
party it specialists in a timely manner all significant 
it related investments are subject to business case 
assessments performed by the group management 
and where appropriate by the board
extensive business and it disaster recovery plans 
have been implemented by each company and are 
tested to minimise any disruption in the event of an 
it failure it is local management responsibility to 
perform regular reviews of those plans to ensure 
they remain dynamic and robust
external access to data is protected by the group’s 
it security which is frequently tested for malicious 
attacks andor more general virus infections to 
ensure that the group’s network is as secure as 
possible internal access to data is restricted 
porta communications plc
39 specific risks mitigation
failure to maintain an acceptable standard of 
business ethics business risk
both reputational and operational damage may 
arise if the group engaged in actual or perceived 
unethical client work ethical matters that are not 
identified or managed appropriately could cause 
reputational damage to the group 
 
the board has implemented a robust governance 
framework including a code of business conduct 
and ethics that is incorporated into our staff hand 
book and is communicated to all employees the 
code provides clear guidance on how the members 
of staff are expected to behave towards other 
colleagues suppliers customers shareholders and 
on our wider responsibility to the communities 
within which we operate all employees are 
expected to comply with the code and any 
violations of it are reported to local management or 
the group hr for review 
legal and regulatory compliance 
compliance risk
any failure to adhere to legislative requirements 
could affect both the reputation and performance 
as well as causing financial damage to the group
 
the group is advised by external legal counsel 
throughout the world on local legal and regulatory 
requirements and minimises the risk of loss 
policies on gifts entertainment share trading and 
confidentiality are communicated to all employees 
through the staff hand book
financial risk management
details of the group’s approach to financial risk management are disclosed in detail in note 7 to the financial statements
principal risks and uncertainties continued
for the year ended 31 december 2014
porta communications plc
40 corporate social responsibility 
the board believes that acting responsibly should be a main 
consideration in everything that we do the group is 
therefore committed to demonstrating the importance of 
this not only in our work for clients but in our own working 
practices and the communities in which we live we are 
involved in the business of managing brands and corporate 
reputations on behalf of clients and the board acknowledges 
that being socially responsible while taking steps to minimise 
our impact on the environment through our actions and 
those of our many clients and suppliers is an important 
factor in the management of our own business
porta communications plc focuses on the key areas of the 
community environment our marketplace and the 
workplace we create for our teams
our community
porta’s approach is centred on working hard to maximise 
the positive in all that we do 
the growing team of talented individuals within the business 
are encouraged to support our community in london and 
globally in the probono work that we do supporting projects 
where we feel we can make a difference
porta has identified two charities where it believes it can 
make a difference
     
centrepoint’s vision is to end youth homelessness and to 
give homeless young people a future the organisation is 
the uk’s leading charity for youth homelessness and 
provides housing and support for 1000 homeless young 
people aged 1625 each year porta is working to build a 
comprehensive partnership centred on sharing our key skills 
with the charity and our energy in fund raising and 
participating in major events
heart uk helps anyone affected by raised cholesterol by 
bringing people together providing information support 
education and campaigning for improved identification and 
standards of care their vision is that by 2016 the majority 
of uk adults will know their cholesterol levels understand 
the impact and be taking any necessary action
we believe that by working with these charities we can help 
make a difference and have an ongoing objective to support 
more industry initiatives and projects alongside our clients
environment
we work hard to understand our impact on the environment 
and take steps to reduce our impact through our actions 
while promoting positive action on behalf of our clients
we recycle we reuse and we reduce our emissions where 
we can the paper we use is recycled and fsc graded 
our coffee fairtrade our water filtered and many of our 
team can be found walking running and cycling into the 
office daily
● ● the head office at 50 basinghall street has a 
responsive lighting system and is powered down at 
evenings and weekends to reduce any unnecessary 
power consumption and rainwater is used in the 
buildings waste disposal system
● ● recycling facilities including paper glass and dry waste 
are provided through the offices
● ● participation in events such as earth hour are all part 
of our wider responsibility to reduce consumption and 
minimise waste
● ● office supplies – including paper – are provided by 
bates office which has is014001 bsi accreditation
● ● as a major buyer of print we work with our supply 
chain to supply from environmentally sound sources 
including the use of fsc 55 recycled paper with 
many clients
our marketplace
alongside our own activities porta communications is a 
member of numerous industry bodies and participates in 
activities to improve our marketplace
business community market principles
● ● respect customers and support vulnerable customers
● ● seek potential customers within excluded groups
● ● manage the impact of product or service
● ● actively discourage product misuse
● ● actively manage responsibility in our supply chain
● ● treat suppliers as partners
● ● work with the rule makers
● ● have consistent standards
our place in the community 
for the year ended 31 december 2014
porta communications plc
41 our workplace
as a thriving young global business we are consistently 
innovative and creative while maintaining a healthy and lively 
place to work
● ● volunteering – we actively support our people to give 
their skills and time to support the communities in 
which we live and work the business is a member 
of heart of the city and is actively developing a 
programme of support for some of the brilliant charities 
that serve the hugely disadvantaged communities on 
the doorstep of the city of london
● ● diversity – we have an active policy to be an equal 
opportunity employer and contractor and do not 
discriminate by gender race age disability or faith
● ● wellness – our health cover for staff is provided by pru 
health which offers all staff a 50 discount on gym 
membership along with our association with heart uk  
– we understand the value of supporting our people 
to prioritise their health and take a positive stance to 
promote wellbeing more information is provided in 
page 47 of the directors’ report 
gene golembiewski 
group finance director
27 may 2015
our place in the community continued
for the year ended 31 december 2014
porta communications plc
42 chairman’s introduction to corporate 
governance
for the year ended 31 december 2014
dear shareholder
welcome to the governance section of porta’s 2014 annual 
report and accounts the purpose of this report is to 
explain the board’s commitment to good corporate 
governance corporate responsibility and ethical standards 
we believe that effective governance is an essential 
contributor in the pursuit of the objectives that are in the 
interests of the company and its shareholders and to our 
sustained improvement in business performance 
accountability integrity and transparency are key operating 
pillars for any business and here at porta we have 
established practices to ensure that the group is run in such 
a way the board’s aim is to nurture a working environment 
in which the highest standards of behaviour are established 
demonstrated and maintained in all our activities this helps 
us to run the group effectively whilst pursuing our longterm 
success identifying and assessing risks ensuring the health 
and safety of our people and the environment in which we 
operate  the board actively considers longterm strategy 
monitors and challenges and supports the work of the 
executive team and is responsible for the board’s and the 
executive management’s succession
there are welldefined differences in roles between the 
executive and nonexecutive directors and their combined 
contribution as an experienced team add value to the 
debate decision making and development of strategy that 
are so crucial to the group’s success my role as chairman 
is to provide the leadership to ensure high quality decision 
making in all areas of strategy performance responsibility 
and accountability
as a board we have ultimate responsibility for the group’s 
performance and for overseeing the management of risk 
we seek to do this through a strong and effective 
governance system and by setting the standards that we 
expect from all our employees 
diversity 
the board comprises of two executive directors and three 
nonexecutive directors including the chairman the group 
acknowledges that the diversity should be considered 
broadly it is important to achieve the right balance of skills 
knowledge and experience on the board the group will 
continue seeking opportunities to expand the range and 
capabilities of the existing board
development of strategy
the board’s work on defining our short and longterm 
strategic priorities at this important stage in the group’s 
development is receiving increased focus during the 
monthly board meetings we perform brief strategy reviews 
considering progress to date and future plans to take 
advantage of the significant opportunities that have been 
identified more details are included in the corporate 
governance report on pages 50 to 53
remuneration 
the group’s remuneration policy seeks to align the 
interests of executive directors senior management and 
shareholders and is structured to enable the group to 
attract motivate and retain the talent required to deliver the 
business strategy the board is cognisant of the general 
sensitivity relating to executive director remuneration we are 
committed to the principle that there should be no reward 
for failure and believe that the increased emphasis on 
longterm performancerelated pay longer lockin periods 
on shares and share options and increased shareholding 
requirements are appropriate to ensure that porta’s 
remuneration policy does not encourage inappropriate risk 
taking further details can be found on pages 54 to 59
ethics and values 
all directors and employees are required to act fairly 
honestly and with integrity and to demonstrate that they 
bob morton 
nonexecutive 
chairman
operating with integrity in all we do is vital to 
maintain the trust of investors customers our 
employees and other stakeholders this requires 
leadership ethical behaviour and collaboration
“
”
porta communications plc
43 have read and understand the group’s code of business 
conduct and ethics we provide our employees with 
necessary training programmes to ensure an understanding 
of the requirements of relevant legislation and importance of 
compliance with it employee performance is measured 
each year against a set of four shared values 1 
operational excellence and performance results 2 
teamwork and proactivity 3 client and partner focus and 
4 personal skills
corporate responsibility 
full details of our corporate responsibility strategy and 
achievements can be found on pages 41 and 42 
i hope the following reports demonstrate that setting the 
corporate governance framework continues to be a key 
focus for the board we must always be conscious of the 
fact that the board’s primary responsibility is to promote 
the longterm success of the group for the benefit of 
shareholders clients and all stakeholders including 
employees i am confident that we are well positioned 
to continue providing value to all of our stakeholders 
bob morton 
chairman of the board
27 may 2015
chairman’s introduction to corporate 
governance continued
for the year ended 31 december 2014
porta communications plc
44 the following directors have held office during the year
bob morton david wright gene golembiewski brian blasdale raymond mckeeve
the directors have pleasure in presenting their report and audited financial statements for the year ended 31 december 2014
bob morton nonexecutive chairman 73 years 
bob is a chartered accountant successful entrepreneur and has substantial public company 
experience he has served as chairman to various companies including systems union 
maclellan and vislink plc and is currently also chairman of a number of other public and listed 
companies including armour group plc servoca plc and st peter port capital limited in 
addition he holds directorships in a wide range of private companies
david wright chief executive 70 years 
david began his career as a journalist and left the financial times in 1978 to start a new 
career in financial public relations he became chief executive of streets financial strategy 
from 1986 to 1988 before establishing citigate in late 1988 in 1997 he reversed citigate into 
incepta plc david became chief executive of the enlarged group later becoming chairman 
between 1997 and 2003 when david left incepta plc he built the largest international financial 
communications company in the world through a series of key acquisitions and an active 
recruitment programme
gene golembiewski finance director and company secretary 57 years 
gene started his career as a certified public accountant in the us at touche ross  co 
he switched to marketing services when he joined omnicomowned ketchum becoming 
international finance director responsible for growing its international network through 
acquisitions ten years on saw gene become worldwide cfo and coo of gavin anderson 
 company to help drive the firm’s global development culminating in the international 
merger of gavin anderson  company with another firm in 2009 gene left gavin anderson 
 company three years later becoming porta group finance director in july 2013
brian blasdale nonexecutive director 64 years 
following an early career with po shipping company brian held a number of senior sales 
 marketing roles with blue chip companies including kodak limited thereafter he formed 
his own it outsourcing company achieving success in attracting a number of major blue chip 
companies as clients subsequently he cofounded ib net limited in march 2000 which 
was listed on aim since this time brian has actively been involved with a number of 
companies as chairman and nonexecutive director for and on behalf of lloyds development 
capital private equity
raymond mckeeve nonexecutive director 43 years 
raymond is a partner at jones day he is widely regarded as a leading private equity 
specialist he advises many of the leading private equity houses swfs and their investee 
companies as well as some of the leading lenders into the leverage market across all areas 
of corporate practice including acquisitions disposals restructurings and ecm work his 
practice covers both the domestic uk market as well as a broad international offering 
including mena and sub saharan africa raymond also sits in a personal capacity on the 
mod defence reform unit chaired by lord levene
board of directors
for the year ended 31 december 2014
porta communications plc
45 business review and future outlook
the review of the business for the year and the future outlook 
is given in the chairman’s statement on page 5 and the 
strategic review on pages 13 to 42
going concern
the group’s forecast and projections show that the group 
should be able to operate within the level of its current 
financial means for at least twelve months from the signing 
of these financial statements 
the directors have a reasonable expectation that the group 
has adequate resources to continue in operational existence 
for the foreseeable future therefore the company and the 
group continue to adopt the going concern basis in 
preparing the financial statements
dividends
the company is unable to pay a dividend for the year ended 
31 december 2014 2013 £nil 2012 £nil
directors’ interests
the directors who served the company during the year 
together with their interests including family interests in the 
shares of the company were as follows
 31 december 2014 31 december 2013 31 december 2012
ordinary shares of 10p each see note
1
 see note
1
 see note
1
bob morton  32942552 29215629 11457937
david wright 2743727 2471000 2471000
keith springall resigned 21 july 2013 – 170000 170000
gene golembiewski 769230 – –
brian blasdale 1817322 1627332 1627332
raymond mckeeve 3250000 3250000 3250000
1 or date of appointment if later
the details of directors’ share options are given in the report of the remuneration committee on pages 54 to 59
since 31 december 2014 a number of directors have increased their interests in the company by the purchase of ordinary 
shares in the market changes in directors’ interests since 31 december 2014 and directors’ interests at the date of this 
report are presented in the table below 
 no shares purchased since total interest as of 
 31 december 2014 27 may 2015
bob morton
1
 1343766 34286318
david wright 471000 3214727
brian blasdale 1300000 3117322
1  bob morton has increased his interests in the shares of the company though hawk investment holdings limited a company beneficially owned by him and 
his wife
directors’ report 
for the year ended 31 december 2014
porta communications plc
46 substantial shareholdings
as at 27 may 2015 notification has been received of the following interests in 3 or more of the issued share capital of 
the company
 number of ordinary 
 shares held percentage
hawk investment holdings limited
1
 33786318 1263
hargreave hale 26577514 993
fidelity 16071539 601
ruffer llp 15114921 565
stephen byfield 14871230 556 
gary watt 9000000 336
1 hawk investment holdings limited is a company beneficially owned by bob morton and his wife
employment
the directors view employees as the key asset of the group 
in 2014 the group’s management continued to focus time 
and resource on the group’s employees including initiatives 
on subjects such as wellbeing engagement and training 
as at 31 december 2014 the group employed 262 people 
2013 restated 111 globally in its continuing operations 
the group takes its responsibilities to its employees seriously 
and is committed to high standards of employment practice 
the group’s aim is to develop successful employees who 
will grow with the group as it expands and who see exciting 
future employment prospects with the group 
employee involvement 
the directors are committed to employee involvement 
throughout the business employees are kept well informed 
of the performance and strategy of the group through 
divisional and personal briefings regular meetings electronic 
correspondence broadcasts and inhouse presentations by 
the chief executive members of the board and other 
members of the executive management teams organised at 
key points in the year 
managing executives from each operating unit across the 
group are committed to encourage staff to engage 
proactively in gathering ideas and initiatives on a number of 
areas including how we can better serve our clients and 
operate more efficiently
share options are an important part of our reward package 
encouraging and supporting employees share ownership full 
details of the current schemes are given in note 22 
the group committed to all employees related areas of 
wellbeing from healthy eating to exercise to help overcoming 
issues such as stress financial challenges achieving a 
positive worklife balance and problems with sleeping 
wellbeing information is provided by the administration team 
of every group’s office in specific staffdedicated ‘break out’ 
areas or kitchens the group also welcomes staff wellbeing 
initiatives and encourages a number of sport activities to take 
place during the lunch hours in the office premises such as 
yoga and pilates classes and intercompany fiveaside 
football and cricket as outdoor activities 
the group believes that regular ‘team building’ events are 
important activities for employee’s overall satisfaction and 
wellbeing as well as for overall corporate development team 
building events create a friendly working atmosphere as well 
as empower individuals to contribute to common goals 
improve ‘working in the team’ skills and communication 
each business unit is responsible for organising ‘team 
building events’ whereby employees are able to interact with 
one another outside the office environment 
porta communications plc
47 equal opportunities
the group is committed to an equal opportunities policy 
from recruitment and selection through training and 
development performance reviews and promotion to 
retirement it is the group’s policy to promote an 
environment free from discrimination harassment and 
victimisation where everyone will receive equal treatment 
regardless of gender colour ethnic or national origin 
disability age marital status sexual orientation or religion 
all decisions relating to employment practices are objective 
free from bias and based solely upon work criteria and 
individual merits the group is responsive to the needs of its 
employees customers and the community at large we are 
an organisation that uses everyone’s talents and abilities and 
where diversity is valued 
employees with disabilities
it is our policy that people with disabilities should have full 
and fair consideration for all vacancies during the year we 
continued to demonstrate our commitment to interviewing 
those people with disabilities who fulfil the minimum criteria 
and we endeavour to retain employees in the workforce if 
they become disabled during their employment we will 
actively retrain and adjust their environment where possible 
to allow them to maximise their potential 
auditors
nexia smith  williamson have indicated their willingness 
to continue in office and in accordance with the provisions 
of the companies act 2006 a resolution that they be re
appointed as auditors of the company for the ensuing year 
will be proposed at the forthcoming annual general meeting
directors indemnity insurance
as permitted by section 233 of the companies act 2006 
the company has purchased insurance cover on behalf of 
the directors indemnifying them against certain liabilities 
which may be incurred by them in relation to the company
disclosure of information to the auditors
the directors who hold office at the date of approval of this 
report confirm that so far as they are each aware there is no 
relevant audit information of which the company’s auditors 
are unaware and each director has taken all the steps that 
he ought to have taken as a director in order to make him 
aware of any relevant audit information and to establish that 
the company’s auditors are aware of that information
corporate governance
the company’s statement of corporate governance can be 
found in the corporate governance report on pages 50 to 
53 of this report and financial statements the corporate 
governance report forms part of this directors’ report and 
is incorporated into it by crossreference
directors’ remuneration
the report of the remuneration committee is on pages 
54 to 59 of this report and financial statements 
the report of the remuneration committee forms part of 
this directors’ report and is incorporated into it by cross
reference
annual general meeting
a notice convening the annual general meeting to be held 
on 25 june 2015 at 1100 am is included with this report 
the report of the directors was approved by the board on 
27 may 2015 and signed by order of the board by
gene golembiewski 
company secretary
27 may 2015
directors’ report continued
for the year ended 31 december 2014
porta communications plc
48 the directors are responsible for preparing the strategic 
report director’s report and the financial statements 
in accordance with applicable law and regulations and 
international financial reporting standards as adopted 
by the european union
company law requires the directors to prepare financial 
statements for each financial year under that law the 
directors have prepared the group and parent company 
financial statements in accordance with international 
financial reporting standards ifrss as adopted by the 
european union 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 of the company and profit or loss of the group 
for that period in preparing these financial statements 
the directors are required to
● ● select suitable accounting policies and then apply them 
consistently
● ● make judgements and accounting estimates that are 
reasonable and prudent
● ● state whether applicable ifrss as adopted by the 
european union have been followed subject to any 
material departures disclosed and explained in the 
financial statements and
● ● prepare the financial statements on a going concern 
basis unless it is inappropriate to assume the group 
and company will continue in business
the directors confirm that they have complied with the 
above requirements
the directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain 
the group’s transactions and disclose with reasonable 
accuracy at any time the financial position of the company 
and the group and enable them to ensure that the financial 
statements comply with the companies act 2006 they are 
also responsible for safeguarding the assets of the company 
and the group and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities
the directors are responsible for the maintenance and 
integrity of the corporate and financial information included 
on the group’s website legislation in the united kingdom 
governing the preparation and dissemination of financial 
statements may differ from legislation in other jurisdictions
statement of directors’ responsibilities 
for the year ended 31 december 2014
porta communications plc
49 compliance
the directors recognise the value of the principles of the uk 
corporate governance code previously the combined 
code on corporate governance although as an aim 
company compliance with the code is not required the 
group has regard to these principals when practicable and 
appropriate for a group of its size
the following statement describes how the group as at 
31 december 2014 sought to address the principles 
underlying the uk corporate governance code
board composition and responsibility
the board consists of two executive directors and three  
nonexecutive directors all directors are equally accountable 
for the proper stewardship of the group’s affairs
the board’s primary objective is to focus on adding value to 
the assets of the group by assessing business opportunities 
and ensuring that potential risks are identified monitored 
and controlled matters reserved for board decisions include 
strategic longterm objectives and capital structure of major 
transactions the implementation of board decisions and 
daytoday operations of the group are delegated to 
management in making commercial assessments the 
directors review detailed plans including financial viability 
reports that among other things detail the impact of 
proposals in respect of return on capital return on cash and 
the likely impact on the statement of comprehensive 
income cash flows and gearing strategy is determined 
after having taken due regard of forecast domestic and 
international developments
the board is responsible to the shareholders of the 
company for the strategy and future development of the 
group and the management of its resources it has a formal 
schedule of matters specifically reserved to it for decision 
other decisions are dealt with as daytoday matters by 
management in broad terms the ongoing remit of the 
board is as follows
● ● approval of the group’s annual budgets and forecasts 
and ongoing review of group strategy and 
performance
● ● approval of the annual report and any statements 
made therein
● ● approval of any significant changes in accounting 
policies and practices
● ● appointment or removal of directors or the company 
secretary
● ● approval of appointment of senior staff and setting of 
their remuneration
● ● approval of any material expenditure or capital 
commitments
● ● ensure maintenance of robust systems of internal 
control – including all operating and financial systems 
through annual review and assessment
● ● review of the board’s own effectiveness and
● ● ensure continued compliance with any regulatory 
requirements
the nonexecutive directors have particular responsibility to 
scrutinise and assess the strategy proposed by the 
executive management to evaluate performance business 
risk and the integrity of financial information and controls 
and to ensure appropriate remuneration and succession 
arrangements are put in place for the executive directors 
brian blasdale and raymond mcreeve are considered to 
be independent nonexecutive directors for the purpose of 
the code
policy on election
all directors are subject to election by shareholders at the 
first annual general meeting after their appointment and are 
subject to reelection at least every three years thereafter 
nonexecutive directors are appointed for a specific term 
of office which provides for their removal in certain 
circumstances including under section 168 of the 
companies act 2006
the board does not automatically renominate non
executive directors for election by shareholders the terms 
of appointment of the nonexecutive directors can be 
obtained by request to the company secretary
board meetings
the board meets at the end of every month group and 
divisional budgets and quarterly financial forecasts including 
net assets and cash flow projections are formally reviewed by 
the board on a quarterly basis in addition the executive 
directors monitor cash flows on a weekly basis the board 
meets normally at least twelve times during the year and 
holds other ad hoc meetings as required the usual monthly 
agenda for the board meeting typically contains but is not 
limited to the below items
● ● review of the minutes to the previous meeting 
● ● review actions from the previous meetings
● ● review progress against agreed board objectives
corporate governance report
for the year ended 31 december 2014
porta communications plc
50 ● ● review the monthly performance reports from the heads 
of each division
● ● review reports from senior executives and the group 
general counsel on key aspects of the business 
including current trading strategy acquisitions and 
disposals financial results health and safety 
governance and hr and
● ● review monthly actual performance against target kpis 
twelve board meetings were held in 2014 the directors’ attendance record during the year is
 year ended 31 december 2014 year ended 31 december 2013
 maximum number of  number of maximum number of number of 
 meetings available  meetings meetings available meetings 
 to be attended attended to be attended attended
bob morton  12 12 16 12
david wright 12 12 16 16
gene golembiewski  12 12 6 6
brian blasdale 12 12 16 12
raymond mckeeve 12 8 16 8
board effectiveness
there were no changes to the board during 2014 as it 
stands the board and its committees have an appropriate 
balance of skills experience independence and knowledge 
of the company which enable them to discharge their 
respective duties and responsibilities effectively each director 
brings a complementary set of skills and diversity to the 
board having served in companies of varying size 
complexity and market sector each of the nonexecutive 
directors brings independent character and judgement to 
bear on strategic matters the performance of the group the 
adequacy of the resources and standards of conduct when 
combined these skills give the board the comprehensive skill 
set required to deliver strategic objectives of the group and 
to ensure its continued success 
all directors are able to take independent professional advice 
at the company’s expense in furtherance of their duties 
during 2014 no director felt the need to take such advice 
on a monthly basis and in advance of the board meeting 
each director receives the board report and other relevant 
papers for consideration and their review giving all board 
members time to read prepare and where appropriate ask 
questions prior to the meeting about the information 
supplied the information includes detailed budgets and 
reports of the performance on a divisional level a review of 
the group financial position including an updated cash 
forecast and operating performance and monthly reports 
from the heads of operational divisions 
all meetings of the board and its committees are 
documented by the group general counsel or the company 
secretary the minutes are then circulated to all directors for 
approval at the next meeting 
porta communications plc
51 the board has the power at any time and from time to time 
to invite external advisers to the board meetings where such 
invitation is deemed appropriate and necessary during 
2014 an experienced external financial adviser richard 
feigen was invited by the board to attend 11 out of 12 
board meetings held he was also invited and attended 2 
out of 2 of the general meetings held during the year 
for the time being the board itself considers its 
effectiveness and that of its committees and directors on 
an ongoing basis it considers this appropriate to a 
company of this size
audit and corporate governance committee
the audit and corporate governance committee comprises 
two nonexecutive directors brian blasdale chairman and 
raymond mckeeve the external auditors as well as the 
chairman of the main board group chief executive group 
financial director and financial controller could also be 
invited to attend these meetings as and when required
the principal duties of the committee are to review the 
halfyearly and annual financial statements before their 
submission to the board and to consider any matters 
raised by the auditors the committee also reviews the 
independence and objectivity of the auditors the committee 
also reviews compliance with best practices for corporate 
governance the terms of reference of the committee reflect 
current best practice including authority to
● ● recommend the appointment reappointment and 
removal of the external auditor
● ● ensure the objectivity and independence of the auditors 
including occasions when nonaudit services are 
provided and
● ● ensure appropriate ‘whistleblowing’ arrangements are 
in place
during 2014 two audit committee meetings were held with 
the following attendances
● ● brian blasdale 22
● ● bob morton 22
● ● gene golembiewski 22
● ● raymond mckeeve 02
● ● group financial controller 22 
the audit and corporate governance committee may seek 
information from any employee of the group and obtain 
external professional advice at the expense of the company 
if considered necessary due to the relatively low number of 
personnel employed within the group the nature of the 
business and the current control and review systems in 
place the board has decided not to establish a separate 
internal audit department
remuneration and nomination committee
the company has established a formal and transparent 
procedure for developing policy on executive remuneration 
and for fixing the remuneration packages of individual 
directors no director is involved in deciding his own 
remuneration the remuneration and nomination 
committee comprises brian blasdale chairman and 
raymond mckeeve the committee considers the 
employment and performance of individual executive 
directors and determines their terms of service and 
remuneration the committee meets at least once a year 
the committee also evaluates the balance of skills 
knowledge and experience on the board and considers all 
new board appointments and reappointments against this 
evaluation
during 2014 one remuneration committee was held with 
the following attendance
● ● brian blasdale 11
● ● bob morton 11
● ● raymond mckeeve 01
principal risks and uncertainties including 
financial risk management 
the principal risks identified by the directors that may affect 
the group as well as financial risk management is disclosed 
on pages 36 to 40 of the strategic review 
internal control and risk
the directors are responsible for establishing and 
maintaining the group’s system of internal control and 
reviewing its effectiveness by its nature such a system is 
designed to manage rather than eliminate the risk of failure 
to achieve business objectives and can only provide 
reasonable but not absolute assurance against material 
misstatement or loss
the group continually reviews its internal controls and 
procedures and corrective actions taken to mitigate risks are 
identified and implemented where deemed necessary
shareholder communication
the board encourages regular dialogue with the group’s 
shareholders and has a policy of making itself available to 
shareholders at the annual general meeting to which all 
shareholders are invited to attend during 2014 this has 
corporate governance report continued
for the year ended 31 december 2014
porta communications plc
52 involved facetoface meetings between the group chief 
executive group finance director and each of our major 
shareholders tied into the publication of our fullyear and 
halfyear results 
further information is supplied during the year through 
announcements to the london stock exchange 
the group chief executive group finance director and 
from time to time the chairman or other directors meet 
individual and institutional shareholders and provide such 
information as is permissible in order to facilitate a better 
understanding of the group’s business and operations 
additionally the board usually receives shareholder 
feedback reports prepared by the nominated adviser 
following prearranged meetings with institutional fund 
managers and analysts
corporate social responsibility
the board recognises that it has a duty to be a good 
corporate citizen and is conscious that its business 
processes minimise harm to the environment and 
contributes as far as is practicable to the local community 
and the board takes a responsible and positive approach 
to employment practices
bob morton 
chairman of the board
27 may 2015
porta communications plc
53 report of the remuneration committee
for the year ended 31 december 2014
dear shareholder
2014 was a busy year for the committee with the approval 
of new salary and benefits arrangements for executive 
directors effective from 1 january 2014 and with the design 
and introduction of the new annual bonus scheme effective 
from 1 january 2015 
‘pay for performance’ and ‘no reward for failure’ continue to 
be key principles at the same time pay and benefits must 
be at a level that will attract retain and motivate highcalibre 
people with the skills necessary to achieve our goal of 
sustained growth and financial performance 
we operate in a global market with a substantial part of our 
fees being generated from companies located outside the 
uk employing 20 of our staff the group’s continuing 
strong performance is due principally to the proven abilities 
of our executive teams 
this remuneration report is presented across the following 
sections
● ● summary of the remuneration committee work 
during 2014
● ● remuneration policy report and 
● ● annual remuneration report sets out remuneration 
paid to directors in 2014 including annual bonuses as 
well as details of how we intend to implement our new 
remuneration policy for 2015
committee activities 
during 2014 the committee considered a range of 
issues including
● ● executive directors’ salary increases with effect from 
1 january 2014 reflecting the pay increases within the 
group’s workforce and current market conditions
● ● new bonus scheme for executive directors has 
been approved with effect from 1 january 2015 no 
bonus payments to executive directors were made in 
2014 and
● ● the structure of the 2015 annual bonus plan has been 
designed to incentivise executive directors to deliver 
against challenging targets in 2015 this structure is a 
combination of both financial targets group’s profit 
before tax and reported ebitda
remuneration policy for executive directors
remuneration packages are developed to attract retain and 
motivate executive directors without being excessive and 
to be aligned with both the interests of shareholders and the 
business strategy of the company they take into account 
the current life cycle stage of the company the level of 
responsibilities and risks involved and the remuneration 
packages of comparable companies that have similar 
international scale consideration of remuneration and 
benefits across the group’s employee population is also 
taken into account
the current remuneration of the executives consists of 
several elements including base salary pension contribution 
share options and other taxable benefits the remuneration 
policy table below summarises each element of the current 
remuneration for executive directors including an 
explanation of the link to strategy its operation maximum 
opportunity and performance measures 
brian blasdale 
chairman of the 
remuneration 
committee
the committee’s overall objective in line with the group’s 
longstanding commitments to ethical values and culture is 
to set a remuneration policy that is clearly understood by 
our shareholders and employees and that drives the right 
behaviours in terms of incentivising executive directors to 
deliver growth in longterm shareholder value
the role and composition of the remuneration committee is set out on page 52
“
”
porta communications plc
54 remuneration policy table for executive directors
type
purpose and link  
to strategy operation
maximum 
opportunity
performance 
measures
base salary base salary is set at 
the level to secure the 
services of talented 
executive directors 
with the ability to 
develop and deliver  
a growth strategy
fixed contractual cash 
amount usually paid 
monthly in arrears 
normally reviewed 
annually with any 
increases taking effect 
from 1 january each 
year although the 
committee may award 
increases at other 
times of the year if it 
considers appropriate 
this review is 
dependent on 
continued satisfactory 
performance in the 
role of an executive 
director it also 
includes a number of 
other factors including 
experience 
development and 
delivery of group 
strategy and group 
profitability as well as 
external market 
conditions and pay 
awards across the 
group 
whilst there is no set 
maximum level of 
salary the committee 
will usually award 
salary increases in line 
with average increases 
awarded across the 
group larger 
increases may in 
certain circumstances 
be awarded where the 
committee considers 
that there is a genuine 
commercial reason to 
do so for example
–  due to a significant 
increase in the 
executive director’s 
role and duties or
–  as a result of a 
significant change in 
profitability of the 
company
not applicable
benefits to provide executive 
directors with benefits 
to assist them in 
carrying out their 
duties effectively
executive directors 
are entitled to a 
range of benefits 
including car and 
accommodation 
allowances private 
health insurance and 
life assurance
the maximum level of 
such benefits is not 
defined by the 
committee as the cost 
may significantly vary 
depending on 
individual factors and 
circumstances 
relevant to each 
director the types 
and level of benefits 
granted are therefore 
thoroughly considered 
based on individual 
circumstances
not applicable
porta communications plc
55 type
purpose and link  
to strategy operation
maximum 
opportunity
performance 
measures
enterprise 
management 
incentives ‘emi’ and 
unapproved share 
options plan
to provide a long 
term performance and 
retention incentive for 
the executive 
directors and senior 
management team 
involving the 
company’s equity
under the current 
rules options are 
awarded on a 
discretionary basis 
over a fixed number 
of years for a fixed 
number of shares at a 
specified strike price in 
accordance with the 
relevant legislation
awards can only be 
settled in equity 
the maximum value 
of option awards in 
each given year is 
determined by the 
committee on an 
individual basis
typically vest subject 
to satisfaction of both 
financial and share 
price based 
performance 
conditions as 
determined from 
time to time by 
the committee
pension to provide the benefit 
comparable with 
market rates helping 
with the recruitment 
and retention of 
talented executive 
directors able to 
deliver a longterm 
growth strategy
usually paid monthly 
in arrears 
executive directors 
may receive 
contribution into the 
company’s defined 
contribution plan 
a personal pension 
arrangement andor 
payment as a cash 
allowance 
the level of the 
pension contribution is 
determined by the 
committee based on 
individual executive 
directors’ 
circumstances but 
does not usually 
exceed 10 of the 
base salary 
salary is the only 
pensionable element 
of an executive 
director’s 
remuneration 
none
report of the remuneration committee continued
for the year ended 31 december 2014
porta communications plc
56 type
purpose and link  
to strategy operation
maximum 
opportunity
performance 
measures
proposed new annual 
bonus plan – brief 
summary effective 
from 1 january 2015
to provide material 
incentive to drive 
executive directors to 
deliver stretching 
strategic and financial 
performance and to 
grow longterm 
sustainable 
shareholder value
to be paid annually 
based on performance 
in relevant financial 
year the amount will 
be determined based 
on published full 
year results after the 
year end 
award levels and 
performance 
measured will be 
reviewed annually 
the committee’s 
responsibility will be 
to ensure that the 
performance 
measures remain 
aligned to the group’s 
business objectives 
and strategic priorities 
for the year 
bonuses may be paid 
in cash or in the 
equivalent value of 
shares or be a mixture 
of both subject to the 
committee’s decision 
the committee retains 
full discretion to 
amend the bonus 
payout upward or 
downward if in its 
opinion any calculation 
of payout does not 
produce a fair result 
for either the individual 
or the group taking 
into account the 
overall business 
performance of the 
group any such use 
of discretion will be 
clearly reported in the 
next published 
remuneration report 
an absolute maximum 
of 125 base salary 
can be paid each year 
in cash andor up to 
150 base salary 
value in shares
measures and targets 
are set annually by the 
committee 
annual bonus is based 
on achieving a certain 
percentage of increase 
from the previous 
periodbudget of the 
group’s reported 
ebitda and profit 
after tax
the committee 
reserves the right to 
annually vary these 
proportions and also 
the measures to 
ensure the annual 
bonus remains 
appropriate and 
challenging 
porta communications plc
57 directors’ remuneration
     pension other  
  fees and   contri benefits  
  salaries bonuses butions note 3 total 
31 december 2014 notes £ £ £ £ £
executive      
david wright  250000 – 15406 6227 271633
gene golembiewski   250000 – – 5084 255084
nonexecutive
bob morton 1 30000 – – – 30000
brian blasdale 1 29100 – – 2768 31868
raymond mckeeve 2 1 – – – 1
  559101 – 15406 14079 588586
1 the majority of this remuneration was paid through directors’ service companies as detailed in note 26 to the financial statements
2 mr mckeeve’s contract entitles him to a fee of £1 per annum
3 other benefits comprise payment in respect of healthcare and life insurance and similar benefits
the remuneration of the directors for the year amounted to £588586 2013 £422962 the remuneration of the highest 
paid director was £271633 2013 £138831 in addition to the amounts disclosed above £174932 was charged to the 
statement of comprehensive income as share based payments expense in relation the share options granted to directors 
during the period 2013 £76503 a further charge of £32559 relating to the year ended 31 december 2014 was not 
recognised in the current period but will be charged to the statement of comprehensive income in 2015 all of the above 
remuneration is accounted for within continuing operations further information in relation to share based payments is 
disclosed in note 22 to the financial statements
     pension other  
  fees and   contri benefits  
  salaries bonuses butions note 3 total 
31 december 2013 notes £ £ £ £ £
executive
david wright  120000 – 12000 6331 138331
gene golembiewski from 21 july 2013  125000 – – – 125000
keith springall resigned 21 july 2013  70000 – 7000 16084 93084
nonexecutive
bob morton 1 30000 – – – 30000
brian blasdale 1 31200 – – 5346 36546
raymond mckeeve 2 1 – – –  1
  376201 – 19000 27761 422962
1 the majority of this remuneration was paid through directors’ service companies as detailed in note 26 to the financial statements
2 mr mckeeve’s contract entitles him to a fee of £1 per annum
3 other benefits comprise payment in respect of healthcare and life insurance and similar benefits
report of the remuneration committee continued
for the year ended 31 december 2014
porta communications plc
58 payments to past directors
keith springall former group finance director who left on 
21 july 2013 was paid in accordance with the terms of his 
service agreement a number of monthly payments ending 
on 30 june 2014 the total amount paid of £68895 
included £7000 of pension contribution and £2365 
of healthcare and life insurance  
service agreements
the executive directors have service agreements which 
require not more than 12 months’ notice of termination 
nonexecutive directors are not entitled to service contracts 
but are appointed under letters of appointment which 
provide for three months’ notice of termination
shareholdings and share options
the directors’ interests in the shares of the company are 
set out in the directors’ report on page 46
on 18 march 2014 the board of the company granted 
options under the emi and unapproved plan over a total of 
2500000 ordinary shares of 10p each in the company to 
gene golembiewski the group finance director the 
exercise price is 20p per share and subject to the 
achievement of certain performance conditions 50 of the 
options will vest on the first anniversary of the date of grant 
and the remaining 50 will vest on the second anniversary 
of the date of grant
further information in relation to the grant of the options is 
provided in note 22 to the financial statements 
on behalf of the board
brian blasdale 
director chairman of the remuneration committee
27 may 2015
porta communications plc
59 we have audited the financial statements of porta 
communications plc for the year ended 31 december 
2014 which comprise the consolidated statement of 
comprehensive income and statement of comprehensive 
income the consolidated and parent company statements 
of financial position the consolidated and parent company 
statements of cash flows the consolidated and parent 
company statements of changes in equity and the related 
notes 1 to 27 the financial reporting framework that has 
been applied in their preparation is applicable law and 
international financial reporting standards ifrss as 
adopted by the european union and as regards the parent 
company financial statements as applied in accordance 
with the provisions of the companies act 2006
this report is made solely to the company’s members as a 
body in accordance with chapter 3 of part 16 of the 
companies act 2006 our audit work has been undertaken 
so that we might state to the company’s members those 
matters we are required to state to them in an auditor’s 
report and for no other purpose to the fullest extent 
permitted by law we do not accept or assume responsibility 
to anyone other than the company and the company’s 
members as a body for our audit work for this report or for 
the opinions we have formed
respective responsibilities of directors 
and auditor
as explained more fully in the statement of directors’ 
responsibilities set out on page 49 the directors are 
responsible for the preparation of the financial statements 
and for being satisfied that they give a true and fair view 
our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and 
international standards on auditing uk and ireland those 
standards require us to comply with the financial reporting 
council’s frc’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 frc’s website at  
wwwfrcorgukauditscopeukprivate
opinion on financial statements
in our opinion
● ● the financial statements give a true and fair view of the 
state of the group’s and of the parent company’s 
affairs as at 31 december 2014 and of the group’s loss 
for the year then ended
● ● the group financial statements have been properly 
prepared in accordance with ifrss as adopted by the 
european union
● ● the parent company financial statements have been 
properly prepared in accordance with ifrss as 
adopted by the european union and as applied in 
accordance with the provisions of the companies act 
2006 and
● ● the financial statements have been prepared in 
accordance with the requirements of the companies 
act 2006
opinion on other matter prescribed by the 
companies act 2006
in our opinion the information given in the strategic report 
and the directors’ report for the financial year for which the 
financial statements are prepared is consistent with the 
financial statements
matters on which we are required to report 
by exception
we have nothing to report in respect of the following matters 
where the companies act 2006 requires us to report to you 
if in our opinion
● ● adequate accounting records have not been kept by 
the parent company or returns adequate for our audit 
have not been received from branches not visited by 
us or
● ● the parent company financial statements are not in 
agreement with the accounting records and returns or
● ● certain disclosures of directors’ remuneration specified 
by law are not made or
● ● we have not received all the information and 
explanations we require for our audit
andrew bond 
senior statutory auditor for and behalf of  
nexia smith  williamson 
statutory auditor chartered accountants 
 
25 moorgate 
london 
ec2r 6ay 
27 may 2015
independent auditor’s report 
to the members of porta communications plc for the year ended 31 december 2014
porta communications plc
60 the accompanying notes are an integral part of these consolidated financial statements
  year ended year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
 notes £ restated £ £
continuing operations
revenue 2 23273668 9277758 24441290
cost of sales  3868339 1005314 13249742
gross profit  19405329 8272444 11191548
operating and administrative expenses 3 20182469 10909978 13681541
operating loss  777140 2637534 2489993
finance expense 5 689288 468877 546193
finance income 5 1261 1057 1057
share of loss in associate 12 7287 26898 26898
loss before taxation on continuing operations  1472454 3132252 3062027
tax credit 6 302530 669124 592035
loss for the period on continuing operations  1169924 2463128 2469992
discontinued operations
loss for the period from discontinued operations 
   all attributable to the owners of the company 9 2480674 14069 7205
loss for the period  3650598 2477197 2477197
profitloss for the period attributable to 
     owners of the company  3737939 2726206 2726206
     noncontrolling interests  87341 249009 249009
  3650598 2477197 2477197
other comprehensive income from continuing operations 
exchange differences arising on items that may be 
   subsequently reclassified to profit or loss  45581 104338 104338
total other comprehensive income net of tax  45581 104338 104338
other comprehensive income from discontinued operations – – –
   
total comprehensive income for the period  3696179 2581535 2581535
total comprehensive income for the period attributable to 
     owners of the company  3767767 2775144 2775144
     noncontrolling interests  71588 193609 193609
  3696179 2581535 2581535
loss per share – basic and diluted 13
on continuing operations  06p 20p 20p
on discontinued operations  11p 00p 00p
on continuing and discontinued operations   17p 20p 20p
comparative amounts including loss per share have been restated to reflect classification of activities between continuing 
and discontinued operations
consolidated statement of comprehensive income
for the year ended 31 december 2014
porta communications plc
61 consolidated statement of financial position
as at 31 december
  2014 2013 
 notes £ £
noncurrent assets   
intangible assets 15 18582868 8787466
fixed assets 16 1440714 323157
deferred tax asset 6 1449871 1091742
other noncurrent assets 18 923775 –
other investments 7 1000 1000
investment in associates 12 119435 126722
total noncurrent assets  22517663 10330087
current assets 
current assets in relation to discontinued activities  9 3433528 –
work in progress  1115206 2320205
trade and other receivables 18 7760659 7829406
cash and cash equivalents  1791426 2544802
total current assets  14100819 12694413
current liabilities 
current liabilities in relation to discontinued activities 9 3433528 –
trade and other payables 19 6527716 9819605
current tax liabilities 6 665338 149310
loans and borrowings 23 4574993 2815160
total current liabilities  15201575 12784075
net current liabilities  1100756 89662
noncurrent liabilities 
deferred tax liabilities 6 2318616 391384
fair value of contingent consideration 20 981379 636029
loans and borrowings 23 2823163 2889243
total noncurrent liabilities  6123158 3916656
net assets  15293749 6323769
equity
share capital 21 27405391 16860101
share premium  4788547 3117545
retained losses  18018687 13883454
translation reserve  78195 48367
other reserves  978075 851950
total equity shareholders’ funds  13118981 5193875
equity noncontrolling interests 11 2174768 1129894
total equity  15293749 6323769
the financial statements were approved by the board of directors and authorised for issue on 27 may 2015
bob morton  
gene golembiewski 
directors 
porta communications plc company registration number 05353387
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
62   2014 2013 
 notes £ £
noncurrent assets
intangible assets 15 47944 40588
fixed assets 16 768414 119201
deferred tax assets 6 1303668 889207
investment in subsidiaries 17 16235664 4332177
other noncurrent assets 18 923775 –
trade and other receivables due from related parties 26 6674537 6284795
total noncurrent assets  25954002 11665968
current assets 
trade and other receivables 18 1397189 1199604
cash and cash equivalents  115453 1318226
total current assets  1512642 2517830
current liabilities 
trade and other payables 19 1643723 677936
loans and borrowings 23 4567534 2365161
total current liabilities  6211257 3043096
net current liabilities  4698615 525267
noncurrent liabilities
deferred tax liabilities 6 29204 7337
fair value of contingent consideration 20 856334 –
loans and borrowings 23 2795147 2239243
trade and other payable due to related parties 26 1260679 228247
total noncurrent liabilities  4941364 2274827
net assets  16314023 8665874
equity   
share capital 21 27405391 16860101
share premium  4788547 3117545
retained losses  15040140 10598122
other reserves  839775 713650
total equity shareholders’ funds  16314023 8665874
the financial statements were approved by the board of directors and authorised for issue on 27 may 2015
bob morton 
gene golembiewski 
directors 
porta communications plc company registration number 05353387
company statement of financial position
as at 31 december
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
63 consolidated statement of cash flows
for the year ended 31 december 2014
  2014 2013 2013 
 notes £  restated £  £
cash flow from operating activities
loss before taxation on continuing activities  1472454 3132252 3062027
adjusted for
loss before taxation from discontinued operations  2529706 63020 7205
depreciation and amortisation 3 1619846 595323 595323
gain on acquisition of subsidiary 101 475394 – –
share of losses of associate 12 7287 26898 26898
gift of capital to limited liability partnership  – 24000 24000
tax paid  219353 6674 6674
finance income  1261 1057 1057
finance costs   712897 546193 546193
loss on disposal of property plant and equipment 16 10252 – –
increase in work in progress  699368 403423 2180596
increase in trade and other receivables  1139675 2998386 4483712
decreaseincrease in trade and other payables  767154 368123 4002834
changes in working capital relating to discontinued 
   operations  235414 372211 –
impairment of assets of the discontinued operations 9 1629862 – –
equity settled sharebased payments  185580 99678 99678
unrealised foreign exchange gain  23430 40956 40958
net cash outflow from operating activities  3397485 4487303 4487303
cash flows from investing activities
acquisition of intangible assets  16672 77627 77627
acquisition of property plant and equipment  627165 181965 195965
dividends paid to noncontrolling interests  340833 62500 62500
acquisition of subsidiaries net of cash acquired 10 3117205 411661 411661
acquisition of other investments  – 74102 74102
interest received  1261 846 846
interest paid  49912 80171 152650
net investing cash flow from discontinued operations  60381 86479 –
net cash outflow from investing activities  4210907 973659 973659
cash flows from financing activities 
proceeds from the issue of ordinary shares 
   net of issue costs  6595350 5433640 5433640
proceeds from loans and borrowings   3000000 2800000 2800000
repayment of the loans and borrowings  23 2577292 1000000 1000000
repayment of leases  96944 – –
proceeds from exercise of share options   – 3333 3333
net financing cash flow from discontinued operations  62500 – –
net cash generated from financing activities  6858614 7236973 7236973
net increasedecrease in cash and cash equivalents  749778 1776011 1776011
cash and cash equivalents at 1 january  2544802 777870 777870
effect of exchange rate changes  3598 9079 9079
cash and cash equivalents at 31 december  1791426 2544802 2544802
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
64   year ended year ended 
  31 december 2014 31 december 2013 
 note £  £ 
cash flow from operating activities  
loss before taxation on continuing activities 2382095 2609016
adjusted for  
loss before taxation from discontinued operations  2452517 –
impairment of investments  111685 –
depreciation and amortisation 3 203479 106116
gift of capital to limited liability partnerships  – 4000
finance costs   658080 458474
interest received  – 784
dividend from subsidiary company  248494 –
intercompany interest charge  152972 128059
increase in work in progress  – 2428
increase in trade and other receivables  1111896 859228
increase in amounts receivable from subsidiary companies  1098134 2078979
increasedecrease in trade and other payables  990340 834865
equity settled sharebased payments  175270 99678
unrealised foreign exchange loss  47938 98570
impairment of assets relating to discontinued operations  2452517 –
net cash outflow from operating activities  2806799 5741665 
cash flows from investing activities
acquisition of subsidiary company net of cash acquired 10 5217687 149088
acquisition of intangible assets  880 29157
acquisition of property plant and equipment  442524 38412
interest received  – 784
interest paid  46356 80171
dividend received from subsidiary company  248494 –
net cash outflow from investing activities  5458953 296044
cash flows from financing activities
proceeds from the issue of ordinary shares net of issue costs  6595350 5433640
proceeds from loans and borrowings 22 3000000 2800000
repayment of loans and borrowings  2532371 1000000
proceeds from exercise of share options  – 3333
net cash generated from financing activities  7062979 7236973
net increasedecrease in cash and cash equivalents  1202773 1199265
cash and cash equivalents at 1 january  1318226 118961
cash and cash equivalents at 31 december  115453 1318226
company statement of cash flows
for the year ended 31 december 2014
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
65       written total equity   
      putcall share non  
 share share retained translation other options holders’ controlling total 
 capital premium losses reserve reserves over nci funds interests equity 
 £  £  £  £  £ £ £  £  £ 
balance at  
   1 january 2014 16860101 3117545 13883454 48367 851950 – 5193875 1129894 6323769
total comprehensive  
   income
loss for the period – – 3737939 – – – 3737939 87341 3650598
other comprehensive income – – – 29828 – – 29828 15753 45581
total comprehensive income – – 3737939 29828 – – 3767767 71588 3696179
transactions with owners  
   of the company  
   recognised directly  
   in equity
contributions by owners 
   issue of ordinary shares 5384615 1615385 – – – – 7000000 – 7000000
   issue of ordinary shares  
      in relation to business  
      combinations 5160675 460267 – – – – 5620942 – 5620942
   issue costs – 404650 – – – – 404650 – 404650
   dividend paid to  
      noncontrolling interest – – – – – – – 340833 340833
   share based payments – – –  185580 – 185580 – 185580
   written putcall forward 
      options over non 
      controlling interest – – – – – 1791746 1791746 – 1791746
   equity component of  
      the deferred consideration 
      in business combinations – – – – 1246689 – 1246689 – 1246689
   equity component of 
      the convertible loan 
      issued  – – – – 233352 – 233352 – 233352
 10545290 1671002 – – 1665621 1791746 12090167 340833 11749334
changes in ownership  
   interests of subsidiaries
acquisition of subsidiary 
   with noncontrolling 
   interest – – – – – – – 1772825 1772825
acquisition of non 
   controlling interest  
   without a change  
   in control – – 100000 – – – 100000 756000 856000
   disposal of subsidiary with  
   noncontrolling interest  – – 297294 – – – 297294 297294 –
total transactions recognised  
   directly in equity 10545290 1671002 397294 – 1665621 1791746 11692873 973286 12666159
balance at  
   31 december 2014 27405391 4788547 18018687 78195 813671 1791746 13118981 2174768 15293749
consolidated statement of changes in equity
for the year ended 31 december 2014
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
66 consolidated statement of changes in equity continued
for the year ended 31 december 2013
      total equity   
      share non  
 share share retained translation other holders’ controlling total 
 capital premium losses reserve reserves funds interests equity 
 £  £  £  £  £  £  £  £ 
balance at  
   1 january 2013 10891396 2742120 11081486 7501 949975 1609556 916093 2525649
total comprehensive  
   income    
loss for the year – – 2726206 – – 2726206 249009 2477197
other comprehensive income – – – 48938 – 48938 55400 104338
total comprehensive income – – 2726206 48938 – 2775144 193609 2581535
transactions with owners  
   of the company  
   recognised directly  
   in equity
contributions by owners    
issue of ordinary shares 5696142 358841 – – – 6054983 – 6054983
issue of ordinary shares 
   in relation to business 
   combinations 269230 80770 – – – 350000 – 350000
issue costs – 66360 – – – 66360 – 66360
dividend paid to  
   noncontrolling interest – – – – – – 62500 62500
share based payments – – –  99678 99678 – 99678
share options exercised 3333 2174 – – 1653 3854 – 3854
 5968705 375425 – – 98025 6442155 62500 6379655
changes in ownership  
   interests of subsidiaries  
   disposal of subsidiary with 
      noncontrolling interest – – 75762 6930 – 82692 82692 –
total transactions recognised  
   directly in equity 5968705 375425 75762 6930 98025 6359463 20192 6379655
balance at  
   31 december 2013 16860101 3117545 13883454  48367 851950 5193875 1129894 6323769
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
67 company statement of changes in equity
for the year ended 31 december 2014
     written   
     putcall total equity  
 share share retained other options shareholders’  
 capital premium losses reserves over nci funds 
 £ £ £ £ £ £
balance at 1 january 2013 10891396 2742120 8649009 811675 – 4172832
loss for the year – – 1949113 – – 1949113
issue of ordinary shares 5696142 358841 – – – 6054983
issue of ordinary shares related 
   to business combinations 269230 80770 – – – 350000
issue costs – 66360 – – – 66360
share based payments – – – 99678 – 99678
share options exercised 3333 2174 – 1653 – 3854
balance at 1 january 2014 16860101 3117545 10598122 713650 – 8665874
total comprehensive income   
loss for the year – – 4442018 – – 4442018
total comprehensive income – – 4442018 – – 4442018
transactions with owners of 
   the company recognised 
   directly in equity
contributions by owners   
   issue of other ordinary shares 5384615 1615385 – – – 7000000
   issue of ordinary shares relating 
      to business combinations 5160675 460267 – – – 5620942
      issue costs – 404650 – – – 404650
   sharebased payments – – – 185580 – 185580
   written putcall forward options 
      over nci – – – – 1791746 1791746
   equity component of the 
      deferred consideration in 
      business combinations – – – 1246689 – 1246689
   equity component of convertible  
      loan issued – – – 233352 – 233352
total transactions recognised 
   directly in equity 10545290 1671002 – 1665621 1791746 12090167
balance at 31 december 2014 27405391 4788547 15040140 951971 1791746 16314023
the accompanying notes are an integral part of these consolidated financial statements
porta communications plc
68 notes to the financial statements
for the year ended 31 december 2014
1 accounting policies
the principal accounting policies adopted in the preparation of these financial statements are set out below these policies 
have been consistently applied to all the years presented unless otherwise stated the group’s accounting policies have 
been extended in order to reflect the new businesses commenced or acquired during the year the adoption of the 
additional policies has no impact on the results assets or liabilities of the group for the prior year 
the financial statements are presented in pounds sterling which is the company’s functional currency
a basis of preparation of the financial statements
the consolidated and company financial statements of porta communications plc have been prepared in accordance with 
international financial reporting standards as adopted by the european union ifrss as adopted by the eu ifric 
interpretations and the parts of the companies act 2006 applicable to companies reporting under ifrs
the consolidated and company financial statements have been prepared under the historical cost convention except for 
financial instruments contingent consideration that have been measured at fair value
the financial statements have been prepared on a going concern basis in accordance with ifrs and ifric interpretations 
issued and effective or issued and early adopted as at the time of preparing these statements
the preparation of financial statements in accordance with ifrs requires the use of certain critical accounting estimates 
it also requires management to exercise its judgment in the process of applying the group’s accounting policies the areas 
involving a higher degree of judgment or complexity or areas where assumptions and estimates are significant to the 
consolidated and parent company financial statements are disclosed under accounting policy z
new standards interpretations and amendments became effective as of 1 january 2014 adopted by 
the group
● ● ifrs 10 consolidated financial statements builds on existing principals by identifying concept of control as the 
determining factor in whether an entity should be included within the consolidation financial statement of the parent 
company 
● ● ias 27 separate financial statements 2011 the amendments to this standard are consequential on the issue of ifrs 10 
which replaces ias 27 in part 
● ● ifrs 12 disclosure of interests in other entities brings together a single standard for the disclosure requirements about 
an entity’s interests in subsidiaries joint arrangements associates and unconsolidated structured entities 
none of the above listed standards that have been adopted during this year affected the amounts reported in the financial 
statements other standards amendments and interpretation which are effective for the financial year beginning on 
1 january 2014 are not material to the group 
standards interpretations and amendments to published standards that are not yet effective and 
have not been adopted early by the group
a number of new standards amendments to standards and interpretations are effective for annual periods beginning after 
1 january 2014 and have not been applied in preparing these consolidated financial statements those which aremay be 
relevant to the group and expected to have significant effect on the consolidated financial statements of the group are set 
out below 
● ● ifrs 9 financial instruments addresses the classification measurement and recognition of financial assets and financial 
liabilities it replaces the guidance in ias 39 that relates to the classification and measurement of financial instruments 
the standard is effective for accounting periods beginning on or after 1 january 2018 early adoption is permitted 
subject to eu endorsement the group is yet to assess ifrs 9’s full impact 
porta communications plc
69 notes to the financial statements continued
for the year ended 31 december 2014
notes to the financial statements continued
for the year ended 31 december 2014
● ● ifrs 15 revenue from contracts with customers deals with revenue recognition and establishes principles for reporting 
useful information to users of financial statements the standard replaces ias 18 revenue and ias 11 construction 
contracts and related interpretations the standard is effective for annual periods beginning on or after 1 january 2017 
and earlier application is permitted subject to eu endorsement the group is assessing the impact of ifrs 15
● ● ifrs 11 accounting for acquisition of interests in joint operations – amendments to ifrs 11 deals with the acquisition 
of an interest in a joint operation that constitutes a ‘business’ and requires to apply principles of accounting in ifrs 3 
business combinations and other relevant standards that do not conflict with ifrs 11 the amendment must be applied 
prospectively and is effective for accounting periods beginning on or after 1 january 2016 early adoption is permitted 
subject to eu endorsement
● ● ias 27 equity method in separate financial statements – amendments to ias 27 removes the equity method as an 
option to account for investments in subsidiaries and associates in an entity’s separate financial statements the 
amendment must be applied retrospectively and is effective for accounting periods beginning on or after 1 january 
2016 early adoption is permitted subject to eu endorsement
there are no other ifrss or ifric interpretations that are not yet effective that would be expected to have a material impact 
on the group 
b basis of consolidation
the consolidated statement of comprehensive income and statement of financial position include the financial statements 
of the company and its subsidiary undertakings made up to 31 december 2014 and present comparative information for the 
year ended 31 december 2013 one subsidiary as shown in note 17 has a yearend which is not coterminous with that of 
the company as a result of acquisition during the year in this case the results assets and liabilities for those companies 
have been included up to 31 december 2014
subsidiaries are all entities over which the group has control the group controls an entity when the group is exposed to or 
has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power 
over the entity subsidiaries are fully consolidated from the date on which control is transferred to the group they are 
deconsolidated from the date that control ceases 
the group’s subsidiaries include limited liability partnerships where the group does not hold 100 of the partnership 
interests in such instances the classification of nongroup interests between noncontrolling interests and liabilities is 
determined based on an assessment of the member’s rights and obligations under the relevant partnership agreement
profit or loss and each component of other comprehensive income ‘oci’ are attributed to the equity holders of the parent of 
the group and to noncontrolling interests even if this results in noncontrolling interests having a deficit balance when 
necessary adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with 
the group’s accounting policies all intragroup assets and liabilities equity income expenses and cash flows relating to 
transactions between members of the group are eliminated in full on consolidation 
a change in ownership interest of a subsidiary without a loss of control is accounted for as an equity transaction if the 
group loses control over a subsidiary it
● ● derecognises the assets including goodwill and liabilities of the subsidiary
● ● derecognises the carrying amount of any noncontrolling interests
● ● derecognises the cumulative translation differences recorded in equity 
● ● recognises the fair value of the consideration received 
● ● recognises the fair value of any investment retained
● ● recognises any surplus or deficit in the statement of comprehensive income
● ● reclassifies the parent’s share of components previously recognised in oci to profit or loss or retained earnings as 
appropriate as would be required if the group had directly disposed of the related assets or liabilities
porta communications plc
70 notes to the financial statements continued
for the year ended 31 december 2014
when the group ceases to have control any retained interest in the entity is remeasured to its fair value at the date when 
control is lost with the change in carrying amount recognised in profit or loss the fair value is the initial carrying amount for 
the purposes of subsequently accounting for the retained interest as an associate joint venture or financial asset in addition 
any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the group 
had directly disposed of the related assets or liabilities this may require that the amounts previously recognised in other 
comprehensive income be reclassified to profit or loss 
c going concern
the current economic conditions continue to create uncertainty particularly for a the level of demand for the group’s 
services and b the availability of bank finance for the foreseeable future the group’s forecast and projections taking 
account of reasonably possible changes in trading performance show that the group should be able to operate within the 
level of its current finance facilities however the directors have sought and received assurance from the group’s major 
lenders that they will continue to provide financial support beyond the expiry of the existing loan facilities sufficient to enable 
the board to conclude that the group and the company are going concerns 
therefore the directors have a reasonable expectation that the group has adequate resources to continue in operational 
existence for foreseeable future therefore the company and the group continue to adopt the going concern basis in 
preparing the consolidated financial statements
d business combinations
business combinations are accounted for using the acquisition method the cost of an acquisition is measured as the 
aggregate of the consideration transferred measured at fair value at the date of acquisition and the amount of any non
controlling interest in the acquired entity noncontrolling interests may be initially measured either at fair value or at the 
noncontrolling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets the choice 
of measurement basis is made on a transactionbytransaction basis acquisition costs incurred are expensed and included in 
administrative expenses except where they relate to the issue of debt or equity instruments in connection with the acquisition 
when the business combination is achieved in stages any previously held equity interest is remeasured at its acquisition 
date fair value and any resulting gain or loss is recognised in profit or loss it is then considered in determination of goodwill 
any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date 
contingent consideration classified as an asset or liability that is financial instrument and within the scope of ias 39 financial 
instruments recognition and measurement is measured at fair value with changes in fair value recognised either in profit or 
loss or as a change to oci when contingent consideration is not within the scope of ias 39 it is measured in accordance 
with the appropriate ifrs contingent consideration that is classified as equity is not remeasured and subsequent 
settlement is accounted for within equity 
when the group enters into options and forward contracts over shares relating to noncontrolling interests ‘nci’ at the 
same time as the business combination the nci is recognised to the extent the risk and rewards of ownership of those 
shares remain with them irrespective of whether the nci is recognised a financial liability redemption liability is recorded to 
reflect the forward or put option all subsequent changes to the liability are recognised in profit or loss where the risks and 
rewards of ownership remain with the ncis the recognised financial liability is a reduction in the controlling interest equity 
the noncontrolling interest is then recognised and is allocated its share of profits and losses accordingly where significant 
risks and rewards of ownership reside with the ncis the difference between the financial liability and the nci balance is 
debited to controlling interest equity if the liability is greater than the carrying value of the nci otherwise the difference is 
attributed to nci dividends paid to the ncis that do not reduce the contracted purchase price are deducted from the 
noncontrolling interest carrying value profits and losses are allocated to nci to the extent it is necessary to cover the 
dividend payment so that nci does not become negative in those situations when forward or put options state that dividend 
payments reduce the contracted future purchase price then the dividend amount is deducted from the redemption liability 
transactions with ncis that do not result in a loss of control are accounted for as equity transactions – that is as 
transactions with the owners in their capacity as owners the difference between fair value of any consideration paid and the 
relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity gains and losses on 
disposal to noncontrolling interests are also recorded in equity 
porta communications plc
71 notes to the financial statements continued
for the year ended 31 december 2014
e segment reporting
operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker who is responsible for allocating resources and assessing performance of the operating segments has been 
identified as the steering committee that makes strategic decisions 
f foreign currency translation
amounts included in the financial statements of each of the group’s entities are measured using the currency of the primary 
economic environment in which the entity operates the functional currency
the consolidated financial statements are presented in pounds sterling the company’s functional and presentation currency 
transactions in foreign currencies are translated into the functional currency using the exchange rate prevailing at the date of 
the transaction foreign exchange gains and losses resulting from settlement of such transactions and from the translation 
at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the 
statement of comprehensive income except when deferred in equity as qualifying cash flow and net investment hedges
the results and financial position of all group companies that have a functional currency other than sterling are translated as 
follows
● ● income and expenses are translated at average exchange rates unless this average is not a reasonable approximation 
of the cumulative effect of the rate prevailing on the transaction date in which case income and expenses are translated 
at the date of the transaction
● ● assets and liabilities are translated at the closing exchange rate at statement of financial position date and
● ● all resulting exchange differences are recognised as other comprehensive income which is a separate component of equity
on consolidation exchange differences arising from the translation of the net investment in foreign entities and from 
borrowings and other currency instruments designated as hedges of such investments are taken to equity when a foreign 
operation is sold such exchange differences are recognised in the statement of comprehensive income as part of the gain 
or loss on sale goodwill and fair value adjustments on the acquisition of a foreign entity are treated as assets and liabilities of 
the foreign entity and translated at the closing exchange rate exchange differences arising are recognised as recognised in 
other comprehensive income 
g revenue and revenue recognition
revenue is recognised to the extent that it is probable that economic benefits will flow to the group and the revenue can be 
reliably measured revenue represents the fees and commissions net of discounts derived from services provided to and 
invoiced to clients
revenue is recognised in the period in which the service is performed in accordance with contractual arrangements income 
billed in advance of the performance of service is deferred and income in respect of work carried out but not billed at period 
end is accrued in these cases revenue is recognised by reference to the stage of completion which is measured by 
reference to labour hours incurred to the period end as a percentage of the total estimated labour hours for the contract 
where the contract outcome cannot be measured reliably revenue is recognised to the extent of the expenses recognised 
that are recoverable
h property plant and equipment
property plant and equipment are stated at cost net of depreciation and provision for any impairment depreciation is calculated 
to write down the cost of all tangible fixed assets to estimated residual value over their expected useful lives as follows
office improvements 5 years straight line or length of lease if shorter 
office equipment 5 years straight line
furniture fixtures and fittings 5 years straight line
it equipment 3 years straight line
porta communications plc
72 notes to the financial statements continued
for the year ended 31 december 2014
the assets’ residual values and useful lives are reviewed and adjusted if appropriate at each statement of financial position 
date an asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is 
greater than its estimated recoverable amount
gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are 
included in the statement of comprehensive income 
i intangible assets
intangible assets comprise goodwill certain acquired separable corporate brand names acquired customer relationships 
and website development costs software and other licences
goodwill represents the excess of fair value attributed to investments in businesses or subsidiary undertakings over the fair 
value of the underlying net assets including intangible assets at the date of their acquisition goodwill on acquisition of an 
entity is included in intangible assets gains and losses on disposal of an entity include the carrying amount of goodwill 
relating to the entity sold
goodwill has indefinite useful life and therefore not amortised impairment reviews are undertaken annually or more frequently 
if events or changes in circumstances indicate a potential impairment the carrying value of goodwill is compared to the net 
present value of future cash flows derived from the underlying assets using a projection period of up to five years for each 
cashgenerating unit after the projection period a steady growth rate representing an appropriate longterm growth rate for 
the industry is applied any impairment is recognised immediately as an expense and is not subsequently reversed
corporate brand names and customer relationships acquired as part of acquisitions of businesses are capitalised separately 
from goodwill as intangible assets if their value can be measured reliably on initial recognition and it is probable that the 
expected future economic benefits that are attributable to the asset will flow to the group
expenditure on website development software and licences is initially stated at cost
amortisation is provided at rates calculated to write off the cost less estimated residual value of each asset other than 
goodwill on a straightline basis over the estimated life of the asset estimated life and estimated residual value is calculated 
on an asset by asset basis having regard to the nature of the asset and the cash flows generated or to be generated by 
the asset historically and projected
amortisation is calculated to write down the cost of these assets to their estimated residual value over their expected useful 
lives as follows
brands 10 years straight line
customer relationships 5 years straight line
websites software and licences 3 years straight line
the assets’ residual values and useful lives are reviewed and adjusted if appropriate at each statement of financial position 
date an asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is 
greater than its estimated recoverable amount
gains and losses on disposals are determined by comparing the disposal proceeds with the carrying amount and are 
included in the statement of comprehensive income
j impairment of assets
noncurrent assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying 
amount may not be recoverable an impairment loss is recognised for the amount by which the asset’s carrying value 
exceeds its recoverable amount the recoverable amount is the higher of an asset’s fair value less costs to sell and value in 
use value in use is based on the present value of the future cash flows relating to the asset and is determined over periods 
which are deemed to appropriately reflect the minimum expected period that the cash generating unit will operate for for the 
purposes of assessing impairment assets are grouped at the lowest levels for which there are separately identifiable cash 
porta communications plc
73 notes to the financial statements continued
for the year ended 31 december 2014
flows cash generating units any impairment loss is immediately recognised as an expense in the statement of 
comprehensive income
k noncurrent assets held for sale and discontinued operations
the group classifies noncurrent assets and disposal groups as held for sale if their carrying amounts will be recovered 
principally through a sale transaction rather than through continuing use noncurrent assets and disposal groups classified 
as held for sale are measured at the lower of their carrying amount and fair value less costs to sell the criteria for held for 
sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for 
immediate sale in its present condition management must be committed to the sale which should be expected to qualify for 
recognition as a completed sale within one year from the date of classification
discontinued operation may include abandoned or closed operations which will not meet the held for sale criteria as they are 
not recovered principally through sale and therefore balance sheet presentation requirements will not be applicable to them 
discontinued operations are excluded from the results of continuing operations and are presented as a single amount as 
profit or loss after tax from discontinued operations in the statement of comprehensive income
property plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale
l investments
fixed asset investments in subsidiaries are shown at cost less any provision for impairment
investments in associate entities over which group has significant influence are accounted for using the equity method 
significant influence is the power to participate in the financial and operating policy decisions of the investee but is not 
control andor joint control over those policies 
under the equity method the investment the investment in an associate is initially recognised at cost the carrying amount 
of the investment is adjusted to recognise changes in the group’s share of net assets of the associate or joint venture since 
the acquisition date goodwill relating to the associate is included in the carrying amount go the investment and is neither 
amortised nor individually tested for impairment 
the statement of comprehensive income reflects the group’s share of the results of operations of the associate any change 
in the oci of those investments is presented as part of the group’s oci the aggregate of the group’s share of profit or loss 
of an associate is shown on the face of the statement of comprehensive income outside operating profit and represents 
profit or loss after tax and noncontrolling interest in the subsidiaries of the associates
at each reporting date the group determines whether it is necessary to recognise an impairment loss of its investment in its 
associates through examination of any objective evidence the group calculates the amount of impairment as the difference 
between the recoverable amount of the associate and its carrying value then recognises the loss as ‘share of profit of an 
associate’ in the statement of comprehensive income 
upon loss of significant influence over the associate the group measures and recognises any retained investments at its fair 
value any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the 
retained investment and proceeds from disposal is recognised in profit or loss 
m available for sale investments ‘afs’
afs financial investments include equity instruments and debt securities equity instruments classified as afs are those that 
are neither classified as held for trading nor designated at fair value through profit or loss
after initial measurement afs financial instruments are subsequently measured at fair value with unrealised gains or losses 
recognised in oci and credited in the afs reserve until the investment is derecognised at which time the cumulative gain 
and loss is recognised in other operating income or the investment is determined to be impaired when the cumulative loss 
is reclassified from the afs reserve to the statement of comprehensive income in finance costs 
porta communications plc
74 notes to the financial statements continued
for the year ended 31 december 2014
the group evaluates whether the ability and intention to sell its afs financial assets in the near term is still appropriate 
when in rare circumstances the partnership is unable to trade these financial assets due to inactive markets the 
partnership may elect to reclassify these financial assets if member have the ability and intention to hold the assets for 
foreseeable future or until maturity 
for the financial assets reclassified from the afs category the fair value carrying amount at the date of reclassification 
becomes its new amortised cost and any previous gain or loss on the asset that has been recognised in equity is amortised 
to profit or loss over the remaining life of the investment using the effective interest rate ‘eir’ any difference between the 
new amortised cost and the maturity amount is also amortised over the remaining life of the asset using eir if the asset is 
subsequently determined to be impaired then the amount recorded in equity is reclassified to the statement of 
comprehensive income 
n work in progress
work in progress is valued at cost which includes outlays incurred on behalf of clients and an appropriate proportion of 
directly attributable costs and overheads on incomplete assignments provision is made for irrecoverable costs where it is 
probable that such costs will not be recovered from future billing 
o trade receivables
trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method less any provision for impairment 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 the difference between the asset’s carrying amount and the present value of estimated future 
cash flows the amount of the provision is recognised in the statement of comprehensive income
p cash and cash equivalents
in consolidated statement of cash flow cash and cash equivalents include cash in hand deposits held at call with banks 
other shortterm highly liquid investments with original maturities of three months or less and bank overdrafts in the 
consolidated statement of financial position bank overdrafts are shown within borrowings in current liabilities 
q share capital and share premium
ordinary shares are classified as equity share premium represents the amounts received in excess of the nominal value of 
the ordinary shares less costs of the shares issued and is classified as equity
r trade payables 
trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business 
from suppliers accounts payable are classified as current liabilities if payment is due within one year or less or in the normal 
operating cycle of the business if longer if not they are presented as noncurrent liabilities 
trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective 
interest method 
s borrowings and compound instruments 
borrowings are recognised initially at fair value net of transactions costs incurred borrowings are subsequently carried at 
amortised cost any differences between the proceeds net of transaction costs and the redemption value is recognised in 
the statement of comprehensive income over the period of the borrowings using the effective interest method 
fees paid on the establishment of loan facilities are recognised as transaction costs in cases where these costs are settled 
at the time of the borrowing maturity and was added to the principal subject to an additional interest charge this fee is 
capitalised as prepayment for liquidity services and amortised over the period of the facility to which it relates 
porta communications plc
75 notes to the financial statements continued
for the year ended 31 december 2014
borrowings issued to the group that can be converted into share capital at the option of the issuer and where the number of 
shares to be issued does not vary with changes in their fair value are classified by the group as compound financial 
instruments the liability component of a compound financial instrument is recognised initially at the fair value of a similar 
liability that does not have an equity conversion option the equity component is recognised initially at the difference between 
the fair value of the compound financial instrument as a whole and the fair value of the liability component any directly 
attributable transaction costs are allocated to liability and equity component in proportion to the initial carrying amounts 
subsequent to initial recognition the liability component of a compound financial instrument is measured at amortised cost 
using the effective interest method the equity component of a compound financial instrument is not remeasured 
subsequent to initial recognition except on conversion or expiry 
t taxation including deferred taxation
the tax expense for the period comprises current and deferred tax tax is recognised in the income statement except where 
it relates to items taken directly to the consolidated statement of comprehensive income or equity tax on company profits 
is provided for at the current rate applicable in each of the relevant territories deferred tax is provided in full using the liability 
method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the 
consolidated financial statements however if the deferred tax arises from initial recognition of an asset or liability in a 
transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit 
or loss it is not accounted for
deferred tax assets are recognised to the extent that the group believes it is probable that future taxable profit will be 
available against which temporary timing differences and losses from previous periods can be utilised the group’s 
assessment of the recoverability of deferred tax assets is based on a two year forecast of the future profitability of the group 
deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the statement of 
financial position date and are expected to apply when the related deferred tax asset is realised
u share based payments
the group makes equitysettled payments to its employees equitysettled share based awards are measured at fair value 
at the date of grant using an options pricing methodology and expensed over the vesting period of the award at each 
statement of financial position date the group reviews its estimate of the number of options that are expected to vest
shares issued to vendors in respect of the acquisition of interests in subsidiary undertakings are accounted for in accordance 
with accounting policy d above
equitysettled share based payments may also be made in settlement of professional costs in relation to costs incurred in 
the issue of new shares and in acquisition of subsidiary companies in these cases the payments are measured at fair value 
of services provided which will normally equate to the invoiced fees where those services are provided at arms’ length in the 
normal course of trade in the case of payments made for the issue of new shares the fair value is charged against the share 
premium account or other reserves charges in respect of other professional fees are expensed within the statement of 
comprehensive income for the year
v leasing commitments
group as a lessee
leases where the lessor retains a significant portion of the risks and rewards of ownership are classified as operating leases 
rentals payable under operating leases net of any incentives received are charged as finance costs to the statement of 
comprehensive income on a straightline basis over the lease term
leases where significant risks and benefits incidental to ownership of the leased item have been transferred to the group are 
classified as finance lease finance leases are capitalised at the commencement of the lease at the fair value of the leased 
assets or if lower at the present value of the minimum lease payments lease payments are apportioned between finance 
charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability 
finance charges are recognised in finance costs in the statement of comprehensive income
porta communications plc
76 notes to the financial statements continued
for the year ended 31 december 2014
a leased asset is depreciated over the useful life of the asset however if there is no reasonable certainly that the group will 
obtain ownership by the end of the lease term the asset is depreciated over the shorted of estimated useful life of the asset 
and the lease term
w provisions
a provision is recognised in the statement of financial position when the group has a present legal or constructive obligation 
as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation if 
the effect is material provisions are determined by discounting the expected future cash flows at a pretax rate that reflects 
current market assessments of the time value of money and where appropriate the risks specific to the liability
x finance costs
finance costs include interest bank charges and the unwinding of the discount on deferred consideration are recognised in 
the statement of comprehensive income in the year in which they are incurred using the effective interest rate method
y pensions and similar obligations
the group pays contributions to publicly or privately administered pension insurance plans on a mandatory contractual or 
voluntary basis in respect of defined contribution plans the group has no further payment obligations once the contributions 
have been paid the contributions are recognised as employee benefit expense when they are due prepaid contributions 
are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available
payments to defined contribution pension plan were charged as an expense to the statement of comprehensive income as 
incurred when the related employee service is rendered the group has no further legal or constructive payment obligations 
once the contributions have been made 
z critical accounting estimates and judgments
estimates and judgments are continually evaluated and are based on historical experience and other factors including 
expectations of future events that are believed to be reasonable under the circumstances the group makes estimates and 
assumptions concerning the future the resulting accounting estimates will by definition seldom equal the related actual 
results the estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts 
of assets and liabilities within the next financial year are discussed below
l business combinations
the group has recognised customer relationships and brands relating to acquisitions it has made see note 10 the 
determination of estimated fair values of acquired intangible assets as well as the expected useful life ascribed requires the 
use of significant judgment the group has used the discounted cash flows and relieffromroyalty models in order to 
determine the fair value of acquired intangible assets
contingent consideration relating to acquisitions is recognised at fair value this is determined based on management 
estimates of the most likely outcome discounted to present value using an appropriate discount rate based on market 
inputs and management judgment
l discontinued operations 
the group has concluded that the closure of the media and creative agencies in tunbridge wells the twenty20 media group 
constitutes a disposal group and discontinued operations under ifrs 5 and has accounted for it accordingly the group 
eliminates intercompany transactions at the discontinued operational level
l impairment of goodwill and intangible assets
the carrying value of goodwill and brands are subject to an impairment review both annually and when there are indications 
that the carrying value may not be recoverable in accordance with policies i and j stated above the recoverable amounts 
of cashgenerating units have been determined based on valueinuse calculations which require the use of estimates
porta communications plc
77 notes to the financial statements continued
for the year ended 31 december 2014
l recoverability of investments and debts due from subsidiaries and related parties
whether the carrying value of the company’s investment in subsidiaries balances due from those subsidiaries and balances due 
from related parties is recoverable or impaired requires judgments and estimates relating to the prospects of those subsidiaries 
the directors assess the recoverability of these balances at each year end particularly in the case of startup businesses such 
judgments and estimates are subject to the uncertainty inherent in projections of expected future growth in revenue
l control in another entity with less than half of the voting rights
the directors concluded that the group’s 45 interest ownership of newgate communications singapore pte ltd 
note 102 is a controlling interest and therefore the results of the acquired businesses since acquisition has been included 
in the group’s consolidated financial statements in making this judgement the directors assessed the group’s power over 
the investee its exposure and rights to variable returns from its involvement with the investee and its ability to use the 
power over the investee to affect the amount of investor’s return 
2 segmental reporting
business segments
the group has three reportable segments as described below which are the group’s strategic divisions the strategic divisions 
offer different products and services and are managed separately because they require different resources and strategies for 
each of the strategic divisions the group’s ceo the chief operating decision maker reviews internal management reports on a 
monthly basis the following summary describes the operations in each of the group’s reportable segments
● ● corporate communications includes public relations public affairs and other corporate communication services
● ● marketing  advertising includes media buying creative advertising marketing and corporate branding services
● ● head office includes services provided by the group’s corporate function including group treasury and finance and 
management services
the board considers the group to have three reportable segments information regarding the results of each reportable 
segment is included below the accounting policies of the reportable segments are the same as the group’s accounting 
policies which are described in note 1
intersegment pricing is determined on an arm’s length basis segment result represents operating profit which is the 
measure reported to the chief operating decision maker all assets and liabilities are allocated to reportable segments with 
the exception of tax and other centrally managed balances goodwill is allocated to segments as described in note 15
31 december 2014   marketing   other
£  communications advertising head office consol
1
 total
external revenue  18625818 4647850 – – 23273668
intersegment revenue  152832 114705 1116886 1384423 –
reportable segment revenue  18778650 4762555 1116886 1384423 23273668
gross profit  16714182 2539795 151352 – 19405329
depreciation and amortisation  1069634 175390 203479 – 1448503
reportable segment result  885053 261375 1923568 – 777140
finance income  6056 259 154809 159863 1261
finance expense  136066 56472 656613 159863 689288
taxation expensecredit  207593 117529 392594 – 302530
reportable segment assets  25303801 3659710 12454647 8233204 33184954
capital expenditure  171238 20064 826019 – 1017321
reportable segment liabilities  9065447 7184801 9874161 8233204 17891205
1  no discontinued operations are presented within otherconsol in the table above
porta communications plc
78 notes to the financial statements continued
for the year ended 31 december 2014
31 december 2013    marketing   head other 
restated £  communications advertising
2
 office consol
1
 total
external revenue  7817772 1452458 7528 – 9277758
intersegment revenue  474122 121923 448299 1044344 –
reportable segment revenue  8291894 1574381 455827 1044344 9277758
gross profit   7387819 1000868 6251 122494 8272444
depreciation and amortisation  309737 10629 106116 – 426482
reportable segment result  272399 783562 2126371 – 2637534
finance income  4501 – 87687 91131 1057
finance expense  66734 20260 473014 91131 468877
taxation credit  70553 2174 596397 – 669124
reportable segment assets  8519152 10938523 9576748 6009923 23024500
capital expenditure  138240 19313 38020 – 195573
reportable segment liabilities  5047532 12407050 5256072 6009923 16700731
2  the marketing  advertising segment for the year ended 31 december 2013 includes the results of twenty20 media group which have been treated as 
discontinued operations for the year ended 31 december 2014 
31 december 2013    marketing   head other  
£  communications advertising
2
 office consol
1
 total
external revenue  7817772 16615990 7528 – 24441290
intersegment revenue  474122 121923 448299 1044344 –
reportable segment revenue  8291894 16737913 455827 1044344 24441290
gross profit   7387819 3919972 6251 122494 11191548
depreciation and amortisation  309737 179470 106116 – 595323
reportable segment result  272399 636021 2126371 – 2489993
interest revenue  4501 – 87687 91131 1057
interest expense  66734 97576 473014 91131 546193
taxation expensecredit  70553 74915  596397 – 592035
reportable segment assets  8519152 10938523 9576748 6009923 23024500
capital expenditure  138240 19313 38020 – 195573
reportable segment liabilities  5047532 12407050 5256073 6009923 16700731
geographical segments
the analysis of results and assets by geographic region based on the location of operating company is as follows
 uk europe asia pacific  total 
31 december 2014 £ £ £ £
revenue 15160367 509122 7604179 23273668
gross profit 11867995 467872 7069462 19405329
profitloss on continuing operations 
   before tax 2547818 176536 1251900 1472454
loss on discontinued operations before tax 2529706 – – 2529706
porta communications plc
79 notes to the financial statements continued
for the year ended 31 december 2014
 uk
1
 europe asia pacific  total
31 december 2013 – restated £ £ £ £
revenue 6105811 671553 2500394 9277758
gross profit 5332702 643518 2296225 8272444
profitloss on continuing operations 
   before tax 3135870 124096 127714 3132252
loss on discontinued operations before tax 6864  7205 – 14069
 uk
1
 europe asia pacific  total
31 december 2013 £ £ £ £
revenue 21269343 671553 2500394 24441290
gross profit 8251805 643518 2296225 11191548
profitloss on continuing operations 
   before tax 3065644 124096 127714 3062026
loss on discontinued operations before tax –  7205 – 7205
1  the uk geographical segment for the year ended 31 december 2013 includes the results of twenty20 media group which have been treated as 
discontinued operations for the year ended 31 december 2014 
sales to customers based in the uk amounted to 64 2013 restated 57 of group revenue australian and usa based 
customers combined accounted for more than 10 of group revenue however no individual customer sales were greater 
than 5 of group revenue geographical split of the customer based revenue is presented below
customer based revenue 2014 2013 restated 2013
united kingdom 64 57 71
australia 31 28 11
usa 0 1 12
europe 2 8 4
hong kong and singapore 1 0 0
other  2 6 2
 uk rest of europe asiapacific intercompany
1
 total
year ended 31 december 2014 £ £ £ £ £
noncurrent assets 22889023 362997 4739 3624 22517663
current assets 9770147 388944 2860247 2352047 10667291
current liabilities 12260633 386106 1476979 2355671 11768047
long term liabilities  6056338 – 66820 – 6123158
 14342199 360159 1311709 – 15293749
 uk rest of europe asiapacific  intercompany
1
 total
year ended 31 december 2013 £ £ £ £ £
noncurrent assets 10242433 2368 85286 – 10330087
current assets 18051048 51954 1254153 6662742 12694413
current liabilities 18941772 49164 455881 6662742 12784075
long term liabilities   3003739  221356 691561 – 3916656
 6347970 216198 191997 – 6323769
1  assets and liabilities for the year ended on 31 december 2013 have been restated to disclose the gross amounts payable and receivable in the previous 
years’ financial statements these figures were shown net 
porta communications plc
80 notes to the financial statements continued
for the year ended 31 december 2014
3 expenses – analysis by nature 
the operating loss on continuing activities is stated after charging
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
  £ restated £ £
employment costs see note 4  13464465 7406219 9221085
auditor’s remuneration
fees payable to the company’s auditors for the 
   audit of the group’s consolidated financial statements 
financial statements   64250 60210 64210
fees payable to the company’s auditors and their 
   associates for other services to the group
   – the audit of the company’s subsidiaries 
       pursuant to legislation  37750 21500 35500
   – tax services  – – –
   – other services  2000 1050 1050
legal and other professional consultancy costs  276418 480640 485859
depreciation and amortisation – of acquired 
   intangible assets  1042160 257113 399613
depreciation and amortisation – of other fixed 
   and intangible assets  406343 169369 195710
acquisition costs paid see note 10  271947 23891 64069
the amount shown for fees payable to the company’s auditors for the audit of the group’s consolidated financial statements 
includes £19000 2013 £17500 in respect of the company’s own audit
4 employment benefit expense
employment costs and staff numbers
employment and guaranteed partner drawings costs relating to continuing activities during the year were as follows
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
  £ restated £ £
continuing operations
wages salaries guaranteed drawings and 
   nonexecutive fees  11420492 6512354 8091766
pension costs  472915 319978 340282
share based payments  185580 99678 99678
social security costs  1101584 322771 516829
other employment related welfare costs  283894 141438 172530
charged to comprehensive income for 
   continuing operations  13464465 7406219 9221085
porta communications plc
81 notes to the financial statements continued
for the year ended 31 december 2014
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
  £ restated £ £
discontinued operations 
wages and salaries  1398451 1579412 –
pension costs  – 20304 –
social security costs  136573 184057 –
other employment related welfare costs  21076 31092 –
charged to comprehensive income for discontinued 
   operations  1556100 1814865 –
partners’ drawings have been included in the above analysis whereby partners in limited liability partnerships of the group 
are entitled to receive guaranteed drawings in consideration for providing their services to the group
employment costs include amounts paid to directors’ service companies as detailed in note 26
the average monthly number of employees and partners during the year including executive directors was as follows
  year ended year ended year ended 
  31 december  31 december 31 december 
  2014 2013  2013 
continuing operations  number restated number number
sales  127 66 80
management  37 27 23
administration  35 18 18
  199 111 121
discontinuing operations
sales  18 30 –
management  3 1 –
administration  5 4 –
  26 35 –
directors’ remuneration
the remuneration of the directors for the year amounted to £588586 2013 £422962 the remuneration of the highest 
paid director was £271633 2013 £138831 in addition to these sums £174932 2013 £76503 was charged to the 
statement of comprehensive income in relation to share options granted to executive directors during the period a further 
charge of £32559 relating to the year ended 31 december 2014 was not recognised in the current period but will be 
charged to the statement of comprehensive income in 2015 all of the above remuneration is accounted for within 
continuing operations further details of share based payments are given in note 22
further details of directors’ remuneration are set out in the report of the remuneration committee on pages 54 to 59 which 
is incorporated into these notes by way of reference
retirement benefits
the company provides for retirement benefits for executive directors and certain employees through contributions to a 
defined contribution plan
porta communications plc
82 notes to the financial statements continued
for the year ended 31 december 2014
5 finance expense and finance income 
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
continuing operations  £ restated £ £
interest on financial liabilities measured at 
   amortised cost  659176 458474 530953
net foreign exchange loss  30112 10405 15240
finance costs  689288 468878 546193
interest income on bank deposits  1261 1057 1057
finance income  1261 1057 1057
6 income tax 
group
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
continuing activities  £ restated £ £
uk current tax charge   110544 72183 69567
       deferred tax credit  789242 764495 684790
total uk tax credit  678698 692312 615223
overseas current tax charge  326084 23188 23188
deferred tax charge  50084 – –
total overseas tax charge  376168 23188 23188
total income tax credit for the year  302530 669124 592035
the total tax credit for the year on all activities is as follows 
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
  £ restated £ £
tax credit on continuing activities as above   302530 669124 592035
tax creditcharge of discontinued activities    49032 77089 –
porta communications plc
83 notes to the financial statements continued
for the year ended 31 december 2014
the tax assessed for the year differs from the standard rate of corporation tax in the uk at 215 2013 2325 for the 
reasons set out in the following table
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
  £ restated £ £
loss before taxation on continuing activities  1472454 3132252 3062027
income tax credit computed at the statutory tax rate on loss 
   before taxation on all activities   316578 728249 711921
adjustments in respect of current income tax of prior periods  57332 – –
expenses not deductible for tax purposes  220557 830751 898857
income not chargeable to taxation  193024 – –
overseas profits taxed at differing rates  96963 8624 8624 
uk profits taxed at different rate  2614 – –
unrecognised tax losses brought forward 
   now utilised  – 755985 795780 
tax losses not relieved not recognised  59041 28852 28852 
change in recognised temporary differences  32684 21403 22085
change in tax rate in respect deferred taxation  13768 – 1418
group relief received in respect of discontinued operations   177755 31713 –
total tax credit for the year  302530 669124 592035 
unrecognised deferred tax assets
the group has tax losses of approximately £3400000 2013 £2500000 available to be utilised against future taxable 
profits in the relevant companies in their countries of operation
recognised deferred tax assets and liabilities
deferred tax assets and liabilities are attributable to the following
 assets liabilities net 
31 december 2014 £ £ £
intangible assets – 2184076 2184076
fixed assets – 134540 134540
trade and other payables 119038 – 119038
tax loss carryforward 1330833 – 1330833
net tax liabilities 1449871 2318616 868745
porta communications plc
84 notes to the financial statements continued
for the year ended 31 december 2014
movements in the deferred tax balances during the year were as follows
 balance at  recognised exchange acquired in taken to balance at 
 1 january in profit or differences business disposal 31 december 
  2014 loss and transfers combinations  group 2014 
31 december 2014 £  £  £  £  £  £ 
intangible assets 361871 45386 – 2334150 557331 2184076
fixed assets 58417 127303 2514 – 48666 134540
trade and other payables 52206 129759 – – 62927 119038
tax loss carryforward 1068440 831121 – – 568728 1330833
 700358 788191 2514 2334150 25658 868745
£739158 of deferred tax credit recognised in the profit and loss relates to continuing operations and £49032 to discontinued activities 
 assets liabilities net 
31 december 2013 £ £ £
intangible assets – 361871 361871
fixed assets 48804 9613 58417
trade and other payables 72106 19900 52206
tax loss carryforward 1068440 – 1068440
net tax assets 1091742 391384 700358
 balance at  recognised exchange acquired in taken to balance at 
 1 january in profit or differences business disposal 31 december 
  2013 loss and transfers combinations  group 2013 
31 december 2013 £  £  £  £  £  £ 
intangible assets 406425 88721  – 44167  – 361871
fixed assets 20292 38125 – – – 58417
trade and other payables 41930  7471 2805 –  – 52206 
tax loss carryforward 441717  626723  – –  – 1068440 
 56930 684790  2805 44167  – 700358 
company
recognised deferred tax assets and liabilities
deferred tax assets and liabilities are attributable to the following
 assets liabilities net 
31 december 2014 £ £ £
tangible assets – 29204 29204
trade and other payables 118325 – 118325
tax loss carryforwards 1185343 – 1185343
net tax assets 1303668 29204 1274464
porta communications plc
85 notes to the financial statements continued
for the year ended 31 december 2014
 assets liabilities net 
31 december 2013 £ £ £
tangible assets – 7337 7337
trade and other payables 7223 – 7223
tax loss carryforwards 881984 – 881984
net tax assets 889207 7337 881870
7 financial risk management
the group’s financial assets and financial liabilities as defined by ias 32 are categorised as follows
  year ended  year ended 
  31 december 2014 31 december 2013 
 notes £ £
available for sale investments – at fair value through oci   
quoted equity shares  1000 1000
financial assets at fair value through profit or loss   
work in progress  1115206 2320205
trade receivables 18 5532508 5803297
other debtors 18 2228151 2026109
cash and cash equivalents  1791426 2544802
  10668291 12695413
financial liabilities – held at amortised cost   
trade payables 19 1970894 4077707
bank overdraft 19 – 1211051
other liabilities 19 4556822 4530845
loans and borrowings 23 7012762 5685166
finance lease 24 385394 19237
financial liabilities – held at fair value through profit or loss
contingent consideration 20 981379 636029
  14907251 16160035
the management have assessed that the fair value of cash and short term deposits trade receivable trade payable and 
bank overdrafts and other current liabilities approximate to their carrying amounts as those items have short term maturities
the fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a 
current transaction between willing parties other than in a forced or liquidation sale the following methods and assumptions 
were used to estimate the fair values
● ● longterm fixed rate and variablerate receivablesborrowings are evaluated by the group based on parameters such 
as interest rates specific country risk factors and the individual creditworthiness of the counterparty based on this 
evaluation allowances are taken into account for the expected losses of these receivables as at 31 december 2014 
the carrying amounts of such receivables net of allowances were not materially different from their calculated fair 
values 
● ● fair value of the quoted instruments is based on price quotation at the reporting date during 2013 as a settlement of 
the trade receivable balance the group received 2500000 ordinary shares of 001p quoted on london stock 
exchange with the fair value of £1000 the value of quoted shares at 31 december 2014 is not materially different from 
original cost and hence no oci movement arises 
porta communications plc
86 notes to the financial statements continued
for the year ended 31 december 2014
financial risk management
the group’s activities expose it to a variety of financial risks and those activities involve the analysis evaluation acceptance 
and management of some degree of risk or combination of risks taking risk is core to the financial business and the 
operational risks are an inevitable consequence of being in business the group’s aim is therefore to achieve an appropriate 
balance between risk and return and minimise potential adverse effects on the group’s financial performance
the group’s risk management policies are designed to identify and analyse these risks to set appropriate risk limits and 
controls and to monitor the risks and adherence to limits by means of reliable and uptodate information systems the 
group regularly reviews its risk management policies and systems to reflect changes in markets products and emerging 
best practice
risk management is carried out by the board of directors the board is responsible for the identification of the major 
business risks faced by the company and for determining the appropriate courses of action to manage those risks the 
most important types of risk are credit risk liquidity risk and market risk market risk includes currency risk interest rate and 
other price risk
credit risk
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its 
contractual obligation and arises principally from the group’s receivables from customers customers who wish to trade on 
credit terms are generally subject to credit verification procedures in addition receivable balances are monitored on an 
ongoing basis
the group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer at 31 december 
2014 no individual customer accounted for more than 3 of the total outstanding trade receivable balance at 
31 december 2013 there were two most significant debtors a uk technology firm and uk retailer account for £1207759 
21 and £651707 11 respectively of the trade and other receivables balance at that date 
an impairment analysis is performed at each reporting date on an individual basis for major clients in addition a large 
number of minor receivables are grouped into homogenous groups and assessed collectively the calculation is based on 
actual incurred historical data credit limits are reviewed on a regular basis in conjunction with debt ageing and collection 
history the maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets 
disclosed above 
liquidity risk
liquidity risk is the risk that the group is unable to meet its payment obligations associated with its financial liabilities when 
they fall due
the group financed its operations during the year from reserves see statement of changes in shareholder equity from 
additional equity raised see note 21 and from new loan and convertible loan facilities see note 23 operating companies’ 
cash requirements are monitored on a rolling working capital forecast basis and funded where necessary from group funds 
market risk
a currency exchange risk
the group’s subsidiaries operate in belgium germany australia and singapore and revenues and expenses are 
denominated in euro eur australian dollar aud and singapore dollar sgd the group’s sterling gbp statement of 
financial position is not protected from movements in the exchange rate between these currencies and sterling the overall 
exposure to foreign currency risk is considered by management to be low 
the following table demonstrates the sensitivity to reasonably possible change in eur aud and sgd to gbp exchange 
rates with all other variables held constant the impact on the group profit before tax is due to changes in the fair value of 
monetary assets and liabilities the group exposure to possible changes in all other foreign exchange currencies is not 
deemed material 
porta communications plc
87 notes to the financial statements continued
for the year ended 31 december 2014
  2014  2013
  5 –5 5 –5 
effect on profit before tax £ £ £ £
euro 8111 8111 6205 6205
australian dollar 58757 58757 4124 4124
singapore dollar  3250 3250 – –
 5 –5 5 –5 
effect on equity £ £ £ £
euro 16877 16877 10810 10810
australian dollar 77575 77575 9600 9600
singapore dollar  33351 33351 – –
b interest rate risk
the interest rate risk profile of the group’s financial assets excluding in work in progress trade and other receivables was 
as follows
 year ended year ended 
 31 december 2014 31 december 2013 
cash and cash equivalents interest rate exposure £  £
floating rate – 23711
fixed rate 84148 –
noninterest bearing 1707278 2568513
 1791426 2544802
the fixed rate cash deposit mature on various dates to 26 july 2015 and bear interest at rates between 18 and 25 per 
annum
the interest rate risk profile of the group’s financial liabilities was as follows
 year ended year ended 
 31 december 2014 31 december 2013 
loans and borrowings £  £
fixed rate convertible loans 2936680 –
fixed rate loans and borrowings 4461476 5054403
variable rate loans – 650000
 7398156 5704403
fixed rate interest bearing loans and borrowings excluding finance leases are subject to interest at between 6 and 12 
per annum 2013 12 per annum further details of loans are given in note 23 and further details of finance lease 
arrangements in note 24 
sensitivity analysis
at 31 december 2014 the continuing businesses of the group were not exposed to any variable rate borrowings in 2013 
the loss for the year would have increased or decreased by up to £6500 if the bank of england official bank rate had 
moved by 100 basis points during the period the group does not account for any fixed rate financial liabilities at fair value 
through profit or loss therefore a change in interest rates at the end of the period would not affect profit or loss or equity
porta communications plc
88 notes to the financial statements continued
for the year ended 31 december 2014
maturity profile of financial liabilities
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
due in six months or less 5407926 10181127
due between six months and 1 year 5819828 3614620
due between 1 year and 2 years 2610711 129606
due between 2 and 5 years 1068786 2234682
 14907251 16160035
8 capital risk management
the capital structure of the group comprises the equity attributable to equity holders of the parent company comprising 
issued share capital reserves and retained earnings quantitative data on these are set out in the consolidated and 
company statement of changes in equity
the group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order 
to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce 
the cost of capital in order to maintain or adjust the capital structure the group may adjust the amount of dividends paid to 
shareholders return capital to shareholders issue new shares or sell assets to reduce debt
consistent with others in the industry the group monitors its capital structure on the basis of the gearing ratio the ratio is 
calculated as net debt divided by total capital net debt is calculated as total borrowings including current and noncurrent 
borrowings as shown in the consolidated statement of financial position less cash and cash equivalents total equity is 
calculated as ‘equity’ as shown in the consolidated balance sheet plus net debt 
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
total borrowings note 23 7398156 5704403
less cash and cash equivalents  1791426 2544802
net debt 5606730 3159601
total equity 15293749 6623769
total capital 20900479 9483370
gearing ratio 27 33
the decrease in the gearing ratio during 2014 resulted primarily from the issue of share capital and from consideration for the 
acquisitions as detailed in note 10 
9 discontinued operations
on 1 december 2014 the board committed to a plan to discontinue the trading of twenty20 media group ‘ttmg’ which 
was 90 owned by the group at 31 december 2014 ttmg historically representing the major part of the media and 
advertising operating segment within the porta group was classified as a disposal group and discontinued operations and 
therefore is excluded from the analysis of continuing operations in the statement of comprehensive income and related notes 
porta communications plc
89 notes to the financial statements continued
for the year ended 31 december 2014
the results of the discontinued operation for the year are as follows
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
revenue 10270926 15163532
expenses 11170770 15100512
loss before tax on discontinued operations 899844 63020
impairment of assets of the discontinued operations  1629862 –
 2529706 
taxation  49032 77089
loss from discontinued operations after taxation 2480674 14069
expenses include the cost of sale which for 2014 amounted to £8426177 or 1796 of total revenue 2013 £12244428 or 1925
the assets and liabilities of t wenty 20 media group classified as discontinued operations as at 31 december 2014 were as follows
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
assets
intangible assets 3266518 –
fixed assets 54672 –
deferred tax asset 25658 –
current assets 1695509 –
cash 21033 –
impairment of assets of the discontinued operations 1629862 –
assets relating to discontinued operations 3433528 –
liabilities  
current liabilities  2214830 –
loans and borrowings  1037500 –
provisions 181198 –
liabilities relating to discontinued operations 3433528 –
net assets directly associated with discontinued operations – –
net cash flow incurred by ttmg is as follows
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
operating 444049 341729
investing  60382 86478
financing 62500 –
net cash outflowinflow 566931 255251
porta communications plc
90 notes to the financial statements continued
for the year ended 31 december 2014
earnings per share eps
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
loss of discontinued operations 2480674 14683
basic eps 11p 000p
diluted eps 11p 000p
whilst the activities of ttmg were discontinued by 31 december 2014 final insolvency procedures relating to the remaining 
liabilities of the business were not entered into until shortly after the year end in view of the timing of the formal procedures 
relating to extinguishing the debt and in order  to comply with the derecognition criteria of ias 39 ‘financial instruments 
recognition and measurement’ the group has written down the net assets of ttmg to zero but continued to reflect the 
gross assets and liabilities in the consolidated statement of financial position 
since the year end and until the date of this report no additional losses or gains have occurred 
10 acquisition of subsidiaries and noncontrolling interests
101  acquisition of wsm digital communications limited and wsm print management and creative 
services limited 
on 28 march 2014 the group announced the acquisition of the entire issue share capital of two businesses from wsm 
communications group limited – wsm digital communications limited ‘wsm digital’ and wsm print management and 
creative services limited ‘wsm print’ the deal was financed by the issue of 7500000 ordinary shares of 10p each in 
porta at a price of 14075p per share the ‘consideration shares’ with 5723802 of the consideration shares subject to a 
12 month lockin agreement and a further 12 month orderly market agreement the remainder of the consideration shares 
were subject to a three month orderly market agreement 
the two businesses acquired incorporated a digital team of 12 specialists and seven print management and design 
specialists providing between them full studio design and artworking capabilities and a full digital design and production 
unit servicing a range of bluechip clients the business units generated approximately £13 million of fee income and a 
small profit in aggregate in the 11 month period to february 2014
the former shareholders of these acquired businesses were not the same individuals the two businesses were acquired for 
individually defined purchase consideration in accordance with the share purchase agreement ‘spa’ and both businesses 
had a clearly distinguished set of integrated activities and assets that wereare capable of being conducted and managed 
individually and separately from each other for the purpose of providing economic benefits to the owners initially the group 
had intended to purchase only the profit making wsm print business however given an exceptionally favourable asking price 
for the wsm digital business the board  decided to proceed with the purchase of both businesses on this basis for the 
acquisition accounting purposes as well as for monthly internal reporting purposes the management team of porta group 
views both acquired businesses as two separate business acquisitions in the group’s marketing and advertising segment 
transaction costs of £73732 relating to acquisition of these businesses were expensed and are included within 
administrative expenses 
consideration transferred
the following table summarises the acquisitiondate fair value of each major class of consideration transferred
 wsm digital wsm print
consideration shares allocated £ £
5723802 shares at 14075p subject to a 12 month lockin and further 
   12 month orderly market agreements  55625 750000
1776198 shares at 14075p subject to a three month orderly market agreement  – 250000
total consideration 55625 1000000
porta communications plc
91 notes to the financial statements continued
for the year ended 31 december 2014
 
the following table shows the result of the acquired businesses since acquisition
 wsm digital wsm print 
10 months period ended 31 december 2014 £ £
revenue 347622  1822722
cost of sales 48104 1103955
gross profit 299518 718767
operating and administrative expenses 103642 524161
operating profit  195876 194606
finance income 510 220
profit before taxation  195366 194386
taxation 97736  21014 
profit for the period 293102 215400
total comprehensive income for the period  293102 215400
100 of total comprehensive income for the period generated by each of these acquired businesses is attributed to the 
equity shareholder 
if the acquisition of wsm digital had occurred on 1 january 2014 management estimates that the group’s consolidated 
revenue would have been approximately £78500 higher and the loss on continuing activities before taxation would increase 
by £131900 if the acquisition of wsm print had occurred on 1 january 2014 management estimates that the group’s 
consolidated revenue would have been approximately £186400 higher and the loss on continuing activities before taxation 
would decrease by approximately £14300 
in determining these amounts it has been assumed that the fair value adjustments that arose on the date of acquisition 
would have been the same had the acquisition occurred on 1 january 2014 
the cash flows of the acquired business since acquisition were as follows
 wsm digital wsm print 
10 months period ended 31 december 2014 £ £
net cash from operating activities  1865  23841 
net cash from investing activities 669 6230
net cash from financing activities – –
net increase in cash and cash equivalents  1196 17611
cash and cash equivalents on acquisition  2897 68129
effect of exchange rate changes 1 1
cash and cash equivalents at the end of the year 4092 85741
porta communications plc
92 notes to the financial statements continued
for the year ended 31 december 2014
the values of goodwill and other assets and liabilities relating to the acquisition of wsm digital incorporated into these 
financial statements using the acquisition method of accounting are as follows
wsm digital – identifiable assets acquired and liabilities assumed
 book value on acquisition fair value adjustments fair value 
 £  £  £
goodwill – – –
brand and customer relationships – 510000 510000
fixed assets 12932 – 12932
trade and other receivables 217562 – 217562
cash and cash equivalents 2897 – 2897
total assets 233391 510000 743391
trade and other payables 105274 – 105274
deferred tax liability  – 107100 107100
total liabilities  105272 107100 212372
net assets acquired 128121 402900 531019
bargain purchase on acquisition    475394
net value attributable to group equity shareholders   55625
the management has estimated that the skills and knowledge of the staff acquired in this deal and the synergies expected to 
be achieved incorporating the customer list and staff into the existing business resulted in a bargain purchase and therefore 
the gain on this acquisition in the amount of £475394 has been recognised in the statement of comprehensive income 
wsm print – identifiable assets acquired and liabilities assumed 
 book value on acquisition fair value adjustments fair value 
 £  £  £
goodwill – 594295 594295
brand and customer relationships – 590000 590000
fixed assets 3915 – 3915
trade and other receivables 429921 – 429921
cash and cash equivalents 68129 – 68129
total assets 501965 1184295 1686260
trade and other payables 562360 – 562360
deferred tax liability  – 123900 123900
total liabilities  562360 123900 686260
net assets acquired 60395 1060395 1000000
net value attributable to group equity shareholders   1000000
the goodwill is attributable mainly to the skills and knowledge of the staff acquired and the synergies expected to be 
achieved incorporating the customer list and staff into the existing business 
102 acquisition of newgate communications singapore pte ltd
newgate communications singapore pte ltd ‘newgate singapore’ is a startup pr consultancy firm specialising in 
corporate communications financial communications and public affairs which has been operating under the ‘newgate’ 
brand from the commencement of its trading activity in june 2013 
porta communications plc
93 notes to the financial statements continued
for the year ended 31 december 2014
during 2013 the group provided newgate singapore with a convertible loan facility of £531066 for general working capital 
purposes the loan facility is convertible into a maximum of 51 of the issued share capital of newgate singapore at the 
provider’s discretion or repayable on demand
on 1 march 2014 the group acquired 45 ownership in newgate singapore through conversion of 88 of the outstanding 
loan in view of the likelihood the group will exercise its conversion rights over the remaining 12 of the loan the directors 
are of the opinion that the group now exercises effective control over newgate singapore and accordingly its results have 
been consolidated within the porta communications group since the date of acquisition on 1 march 2014 
fair value of net assets acquired was deemed to be equal to their book value the following table summarises the 
recognised amounts of assets and liabilities assumed at the acquisition date
the following table shows the result of the acquired businesses since acquisition
 10 months period ended  
 31 december 2014 
 £
revenue 632525 
cost of sales 33282
gross profit 599243
operating and administrative expenses 524890
operating profit  74353
finance income 9364
profit before taxation  64989
taxation 48 
profit for the period 64941
total comprehensive income for the period  64941
attributed to 
equity shareholders 45  29223
noncontrolling interests 55 35718
if the acquisition of newgate singapore had occurred on 1 january 2014 management estimates that the group’s 
consolidated revenue would have been approximately £66800 higher and the loss on continuing activities before taxation 
would have increased by £42600 
in determining these amounts it has been assumed that the fair value adjustments that arose on the date of acquisition 
would have been the same had the acquisition occurred on 1 january 2014 
porta communications plc
94 notes to the financial statements continued
for the year ended 31 december 2014
the cash flows of the acquired business since acquisition were as follows
 10 months period ended  
 31 december 2014 
 £
net cash from operating activities  84014 
net cash from investing activities 1208
net cash from financing activities –
net increase in cash and cash equivalents  82806
cash and cash equivalents on acquisition  44002
effect of exchange rate changes 2567
cash and cash equivalents at the end of the year 129375
the values of goodwill and other assets and liabilities relating to the acquisition of newgate singapore incorporated into 
these financial statements using the acquisition method of accounting are as follows
newgate singapore – identifiable assets acquired and liabilities assumed
 book value on acquisition fair value adjustments fair value 
 £  £  £
goodwill – 429138 429138
intangible assets 1223 – 1223
fixed assets 52662 – 52662
trade and other receivables 88895 – 88895
cash and cash equivalents 44002 – 44002
total assets 186782 429138 615920
trade and other payables 99115 – 99115
total liabilities  99115 – 99115
net assets acquired 87667 429138 516805
less attributable to nci   48217
net value attributable to group equity shareholders   468588
the nci was measured at a proportionate share of the net identifiable assets 
the goodwill is attributable mainly to the skills and knowledge of the staff acquired and the synergies expected to be 
achieved incorporating the customer list and staff into the existing business 
103 acquisition of redleaf polhill limited 
on 23 april 2014 the group announced the acquisition of 51 of the issued share capital of redleaf polhill limited 
‘redleaf’ a leading full service communications agency from its shareholders with an option to acquire the remaining 49 
over the following three financial years 
under the terms of the agreement the total purchase consideration of £1795000 was satisfied by £897500 in cash and the 
remaining balance through the issue of 6998050 ordinary shares of 10p each in porta the ‘consideration shares’ of which 
1760010 will be issued following certain conditions under the acquisition agreement being satisfied the consideration 
shares are subject to a lockin agreement which provides for a 24 month lockin period and a further 12 month orderly 
market period
porta communications plc
95 notes to the financial statements continued
for the year ended 31 december 2014
in accordance with the share purchase agreement noncontrolling shareholders of redleaf were granted put options over the 
remaining 49 of the issued share capital in redleaf these options are exercisable in three tranches following the end of each 
of the next three full financial years of redleaf on similar terms to the initial acquisition the put options were accompanied by a 
grant of call options to porta on the same terms over the remaining 49 noncontrolling interest in redleaf a purchase call 
option allows porta to purchase the remaining 49 in accordance with the terms and conditions of the call any additional 
consideration payable under the put and call options is to be satisfied 50 in cash and 50 in ordinary shares
transaction costs of £82108 relating to acquisition of this business were expensed and are included within administrative costs
consideration transferred
the following table summarises the acquisitiondate fair value of each major class of consideration transferred
 £
cash 897500
5238040 ordinary of 10p each at a price of 12825p per share subject to a 24 month lockin period 
   and a further 12 month orderly market agreement  671779
1760010 deferred shares of 10p each at a price of 12825p per share following satisfaction of specific 
   terms of the acquisition agreement 225721
total consideration 1795000
the following table shows the result of the acquired businesses since acquisition
 9 months period ended  
 31 december 2014 
 £
revenue 2359365 
cost of sales 102871
gross profit 2256494
operating and administrative expenses 2083199
operating profit  173295
finance income 242
profit before taxation  173053
taxation 31934 
profit for the period 141119
total comprehensive income for the period  141119
attributed to
equity shareholders 51 71971
noncontrolling interests 49 69148
if the acquisition had occurred on 1 january 2014 management estimates that the group’s consolidated revenue would have 
been approximately £821300 higher and the loss on continuing activities before taxation would have decreased by £305000 
porta communications plc
96 notes to the financial statements continued
for the year ended 31 december 2014
the cash flows of the acquired business since acquisition were as follows
 9 months period ended  
 31 december 2014 
 £
net cash from operating activities  684340 
net cash from investing activities 300317
net cash from financing activities –
net increase in cash and cash equivalents  384023
cash and cash equivalents on acquisition  –
cash and cash equivalents at the end of the year 384023
the values of goodwill and other assets and liabilities relating to the acquisition of redleaf incorporated into these financial 
statements using the acquisition method of accounting are as follows
redleaf – identifiable assets acquired and liabilities assumed
 book value on acquisition fair value adjustments fair value 
 £  £  £
goodwill – 1406358 1406358
customer relationships – 1990000 1990000
brand – 685000 685000
tangible fixed assets 190855 – 190855
trade and other receivables 589301 – 589301
total assets 780156 4081358 4861514
trade and other payables 696579 79575 776154
bank overdraft 4002 – 4002
deferred tax liability  – 561750 561750
total liabilities  700581 641325 1341906
net assets acquired 79575 3440033 3519608
less attributable to nci   1724608
net value attributable to group equity shareholders   1795000
noncontrolling interest was measured at fair value on the acquisition date in accordance with ifrs 3 ‘ business combinations’ and recognised to the extent 
that the risks and rewards of ownership remain with the noncontrolling shareholders the fair value represents deemed nci’s proportion of the total 
consideration paid for controlling interest 
the goodwill is attributable mainly to the skills and knowledge of the staff acquired and the synergies expected to be 
achieved incorporating the customer list and staff into the existing business 
104 acquisition of pps group limited 
on 1 october 2014 the group acquired 100 of the share capital including key staff and contracts of pps group ‘pps’ 
and its wholly owned subsidiaries which together form a leading independent consultancy specialising in reputation 
management community engagement and political consensus building advertising on projects such as complex property 
infrastructure and energy developments the business is expected to operate as newgate pps and should become porta’s 
public affairs arm the group’s existing smaller public affairs division within newgate communications will be integrated into 
newgate pps 
porta communications plc
97 notes to the financial statements continued
for the year ended 31 december 2014
pps employs 45 staff from offices in london manchester bristol edinburgh aberdeen and cardiff in the year ended 
30 april 2014 pps’s fee income was £3647299 with profits before taxation of £706277 the balance sheet showed current 
assets of £267 million and net current assets of £16 million 
the total consideration of £6161270 was satisfied by
● ● cash of £2930635 paid on completion of the deal 
● ● issuance of unsecured loan notes with a face value of £850000 which carry a coupon of 6 redeemable 12 months 
from date of issue for cash and 
● ● issuance of 23806350 of ordinary shares at par value of 10p per share for a total value of £2380653 which are 
subject to a lockin agreement comprised of 24 months lockin period and a further 12 months orderly market period 
transaction costs of £71817 relating to acquisition of this group were expensed and are included within administrative costs
the following table shows the result of the acquired business since acquisition
 3 months period ended 
 31 december 2014 
 £
revenue 1368647 
cost of sales 214961
gross profit 1153686 
operating and administrative expenses 1830296
operating loss  676610
finance income 269
finance expense 810
loss before taxation  677151
tax credit 78007 
profit for the period 599144
total comprehensive income for the period  599144
100 of total comprehensive income for the period generated by each of these acquired businesses is attributed to the 
equity shareholder 
if the acquisition had occurred on 1 january 2014 management estimates that the group’s consolidated revenue would 
have been approximately £3666850 higher and the loss on continuing activities before taxation would have reduced by 
£497797 
in determining these amounts it has been assumed that the fair value adjustments that arose on the date of acquisition 
would have been the same had the acquisition occurred on 1 january 2014
porta communications plc
98 notes to the financial statements continued
for the year ended 31 december 2014
the cash flows of the acquired business since acquisition were as follows
 3 months period ended 
 31 december 2014 
 £
net cash from operating activities 1163990 
net cash from investing activities 5131
net cash from financing activities  1865
decrease in cash and cash equivalents 1170986
cash and cash equivalents on acquisition 1383388
cash and cash equivalents at the end of the year 212402
the fair value of net assets acquired goodwill and other assets and liabilities relating to the acquisition of pps group 
incorporated into these financial statements using the acquisition method of accounting are as follows 
 book value on acquisition fair value adjustments fair value 
 £  £  £
goodwill – 588701 588701
brands and customer relationships – 4340000 4340000
tangible fixed assets 215736 – 215736
trade and other receivables 1133527 – 1133527
cash and cash equivalents 1383388 – 1383388
total assets 2732651 4928701 7661352
trade and other payables 708359 – 708359
deferred tax liabilities – 911400 911400
total liabilities 708358 911400 1619759
net value 2024292 4017301 6041593
net value attributable to group equity shareholders   6041593
the goodwill recognised on the acquisition is mainly attributable to the skills and knowledge within the acquired businesses 
and the synergies expected to be achieved from the integration of the acquired businesses into the group’s existing and 
projected business the fair value adjustments are provisional and may be subject to adjustment in the following financial year
105 acquisition of publicasity 
on 1 november 2014 porta acquired icas holding limited and its 100 owned subsidiaries which trade as publicasity 
a consumer public relations group specialising in the food and drink travel and tourism retail home and fashion sectors and 
employing 28 members of staff it was purchased by the group with the purpose to extend the existing consumer pr service 
offering with new area of expertise
in 2013 publicasity generated profit before tax of £527567 on a gross profit of £3073712 total assets less current 
liabilities were £2165714 including cash of £382986
porta communications plc
99 notes to the financial statements continued
for the year ended 31 december 2014
the consideration of £2808000 was satisfied as £702000 in cash £702000 in loan notes with the balance of £1404000 
provided in the form of 14040000 porta ordinary shares at 10p each the loan notes carry a coupon of 6 and are 
redeemable for cash 12 months from the date of issue the share consideration is subject to a 24 month lockin period with 
a further 12 months orderly market period a further 2457000 ordinary shares may be issued as additional consideration 
subject to satisfaction of certain conditions in accordance with the share purchase agreement ‘spa’ however both parties 
do not expect additional shares to be issued 
transaction costs of £40014 relating to acquisition of this business were expensed and are included within administrative costs
the following table shows the result of the acquired business since acquisition
 2 months period ended 
 31 december 2014 
 £
revenue 742571 
cost of sales 303885
gross profit 438686 
operating and administrative expenses 734039
operating profit  295353
finance income 82
finance expense 14
profit before taxation  295285
taxation 46431 
profit for the period 248854
total comprehensive income for the period  248854
100 of total comprehensive income for the period generated by each of these acquired businesses is attributed to the 
equity shareholder 
if the acquisition had occurred on 1 january 2014 management estimates that the group’s consolidated revenue would have 
been approximately £4104689 higher and the loss on continuing activities before taxation would have reduced by £317091 
in determining these amounts it has been assumed that the fair value adjustments that arose on the date of acquisition 
would have been the same had the acquisition occurred on 1 january 2014
the cash flows of the acquired business since acquisition were as follows
 2 months period ended 
 31 december 2014 
 £
net cash from operating activities 228562 
net cash from investing activities 68
net cash from financing activities  140000
increase in cash and cash equivalents 368494
cash and cash equivalents on acquisition 606067
cash and cash equivalents at the end of the year 237573
porta communications plc
100 notes to the financial statements continued
for the year ended 31 december 2014
the fair value of net assets acquired goodwill and other assets and liabilities relating to the acquisition of publicasity 
incorporated into these financial statements using the acquisition method of accounting are as follows 
 book value on acquisition fair value adjustments fair value 
 £  £  £
goodwill – 100105 100105
brands and customer relationships – 3000000 3000000
tangible fixed assets 76672 – 76672
trade and other receivables 975474 – 975474
cash and cash equivalents 606067 – 606067
total assets 1658213 3100105 4758318
trade and other payables 1371522 – 1371522
deferred tax liabilities – 630000 630000
total liabilities 1351522 630000 2001522
net value 286691 2470105 2756796
net value attributable to group equity shareholders   2756796
the goodwill recognised on the acquisition is mainly attributable to the skills and knowledge within the acquired businesses 
and the synergies expected to be achieved from the integration of the acquired businesses into the group’s existing and 
projected business the fair value adjustments are provisional and may be subject to adjustment in the following financial year
106 acquisition of additional interest in newgate threadneeedle limited 
with effect from 1 march 2014 the group acquired the remaining 20 interest in newgate threadneedle limited 
‘threadneedle’ increasing its ownership interest to 100 cash consideration of £856000 was paid to the noncontrolling 
shareholders the carrying value of the net assets of threadneedle was £756000 below is the schedule of additional 
interest acquired in threadneedle
 £
cash consideration paid to noncontrolling shareholders 856000
carrying value of the additional interest in threadneedle 756000
difference recognised in retained earnings within equity 100000
the group incurred £4825 transaction costs relating to this acquisition which were expensed and are included within 
administrative costs
porta communications plc
101 notes to the financial statements continued
for the year ended 31 december 2014
11 noncontrolling interest
during the year ended 31 december 2014 the group had two subsidiaries with material noncontrolling interests redleaf 
polhill limited see also note 10 and newgate communications australia pty limited in both of which the group has 51 
ownership summarised financial information before intragroup eliminations in respect of these subsidiaries is presented 
in table below
 newgate australia pty limited redleaf polhill limited
 year ended year ended year ended year ended 
 31 december 2014 31 december 2013 31 december 2014 31 december 2013 
 £ £ £ £
current assets 1975307 1254153  719531 –
current liabilities  785107 458700 671531 –
net current assets 1190201 795452  48000 –
noncurrent assets 143675 85286 3919526 –
noncurrent liabilities 620422 688743 483958 –
net noncurrent assetsliabilities 476748 603457 3435568 –
net assets 713453 191996 3483568 –
noncontrolling interests  349592 94078 1706949 –
revenue 6984444 2500394 2359365 –
profit for the year 799018 82473 141119 –
other comprehensive income 24821 10492 – –
total comprehensive income 774197 71980 141119 –
attributable to noncontrolling interests 379357 36710 69148 –
dividends paid to noncontrolling interests 115034 – 125779 –
 newgate australia pty limited redleaf polhill limited
 year ended year ended year ended year ended 
 31 december 2014 31 december 2013 31 december 2014 31 december 2013 
 £ £ £ £
cash flows from operating activities 1975307 1254153  719531 –
cash flows from investing activities 785107 458700 671531 –
cash flows from financing activities 620422 688743 483958 –
net increasedecrease of cash and 
   cash equivalents 476748 603457 3435568 –
further information about noncontrolling interests is given in note 17
porta communications plc
102 notes to the financial statements continued
for the year ended 31 december 2014
12 investment in associate
the group has a 251 interest in team darwin limited a community powered creative business with a ‘call option’ to 
purchase up to 40 of the share capital after 1 may 2015 in accordance with ias 28 ‘investment in associate and joint 
ventures’ the group’s 251 interest in team darwin is accounted for using the equity method in the consolidated financial 
statements 
the following table summarises the financial information of the group’s investment in team darwin as at year end
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
revenue 134383 59756 
cost of sales  79470 59359
administration expenses 83943 107561 
loss for the period 29030 107164
proportion of the group ownership 251 7287 26898
carrying value of the investment at 1 january 2014 126722 153620
share of losses in associate during the year 7287 26898
carrying value of the investment at 31 december 2014 119435 126722
13 loss per share
the loss per share has been calculated using the weighted average number of shares in issue during the relevant financial year 
the weighted number of equity shares in issue and the loss being the loss after tax used in these calculations are as follows
  year ended  year ended year ended 
  31 december 2014 31 december 2013 31 december 2013 
  number number number
weighted average number of shares 
   ordinary and dilutive  219820830 139196362 139196362
 
  £ restated £ £
loss on continuing activities after tax  1257265 2712137 2719001
loss on discontinued activities after tax  2480674 14069 7205
loss on continuing and discontinued activities after tax  3737939 2726206 2726206
no share options or warrants outstanding at 31 december 2014 or 31 december 2013 were dilutive and all such potential 
ordinary shares are therefore excluded from the weighted average number of ordinary shares for the purposes of calculating 
diluted earnings per share 
14 profit accounted for in the parent company
as permitted under section 408 of the companies act 2006 the statement of comprehensive income for the company is 
not presented as part of these financial statements the company’s loss for the year after tax was £4442018 2013 
£1949113 the loss after tax in 2014 includes the impairment of investments related to discontinued operations
porta communications plc
103 notes to the financial statements continued
for the year ended 31 december 2014
15 intangible assets
group
    websites 
  customer   software 
 goodwill relationships brands and licences total 
cost £  £  £ £ £
at 1 january 2013 6274969 1440000 712000 63391 8490360
additions in the year – acquired with subsidiaries 835085 150000 35000 – 1020085
other additions in the year – – – 77627 77627
translation differences – – – 4  4
at 31 december 2013 7110054 1590000 747000 141022 9588076
additions in the year – acquired with subsidiaries 3118597 8330000 2785000 1223 14234820
other additions in the year – – – 49822 49822
discontinued operations written off 2724601 540000 345000 8017 3617618
translation differences  12900 – – 37 12937
at 31 december 2014 7516950 9380000 3187000 184087 20268037
amortisation £  £  £ £ £
at 1 january 2013 – 276662 66183 19221 362066
charge for the year – 325496 74117 38931 438544
at 31 december 2013 – 602158 140300 58152 800610
charge for the year – 987996 196664 50989 1235649
discontinued operations written off – 256833 86250 8017 351100
translation differences – – – 10 10
at 31 december 2014 – 1333321 250714 101134 1685169
net book value £  £  £ £ £
at 1 january 2013 6274969  1163338 645817 44170  8128294
at 31 december 2013 7110054 987842 606700 82870  8787466
at 31 december 2014 7516950 8046679 2936286 82953 18582868
the average remaining amortisation period for indefinite life intangible assets recognised at 31 december 2014 is 
approximately 9 years for brands 2013 8 years and 4 years for customer relationships 2013 3 years
porta communications plc
104 notes to the financial statements continued
for the year ended 31 december 2014
impairment testing for cashgenerating units containing goodwill
for the purpose of impairment testing the aggregate carrying amount of goodwill is allocated to each cashgenerating unit 
cgu as follows
reporting    
segment cost 31 december 2014 31 december 2013 
  £ £
communications icas holding limited trading as publicasity 100105 –
communications newgate communications singapore pte ltd  442038 –
communications newgate threadneedle  3545117 3545117
communications pps group limited  588701 –
communications redleaf polhill limited  1406358 –
communications  other units without significant goodwill  493477 493477
marketing 2112 print management and creative services limited 594295 –
marketing summit marketing services limited  346859 346859
marketing twenty20 media group  – 2724601
  7516950 7110054
other comprise of cauldron consulting limited 13 communications limited both belong to the communication division and 2112 direct llp formerly crazy 
horse integrated llp which belongs to the marketing division details relating to the acquisitions of these units were disclosed in 2013 annual report in note 10
the recoverable amount of the cash generating units has been determined on a valueinuse basis determined by 
discounting future cash flows to be generated from the continuing use of the cashgenerating unit
key assumptions used in the calculation of recoverable amounts are discount rates terminal value growth rates and 
forecast ebitda the ebitda forecasts are based on three year forecasts approved by the board and based on 
management’s estimate of the business within the cashgenerating unit for two years thereafter based on an average 
growth projection and a longterm growth rate into perpetuity for all cashgenerating units the resulting cash flows have 
been discounted using a pretax weighted average cost of capital of 140 2013 148 and a terminal growth rate of 
25 has been applied in perpetuity the discount rate was based on the riskfree rate obtained from uk government gilts 
adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systemic risk specific to 
the group
the results of the impairment testing indicated that there is no impairment for any of the continuing group’s cashgenerating 
units the impairment in relation to the discontinued operations is disclosed in note 9
porta communications plc
105 notes to the financial statements continued
for the year ended 31 december 2014
company
 websites software  
 and licences total 
cost £ £
at 1 january 2013 41524 41524
additions in the year 29157 29157
at 31 december 2013 70681 70681
additions in the year 34030 34030
at 31 december 2014 104711 104711
amortisation £ £
at 1 january 2013 7038 7038
charge for the year 23055 23055
at 31 december 2013 30093 30093
charge for the year 26674 26674
at 31 december 2014 56767 56767
net book value £ £
at 1 january 2013 34486 34486
at 31 december 2013 40588 40588
at 31 december 2014 47944 47944
porta communications plc
106 notes to the financial statements continued
for the year ended 31 december 2014
16 fixed assets
group 
 office  fittings and computer motor 
 improvements equipment equipment vehicles total 
cost £ £ £ £ £
at 1 january 2013 142056 82017 133885  357958
additions in the year – acquired with subsidiaries   9921  9921
other additions in the year 65250 30656 75667 24000 195573
translation differences 7859 3045 3845  14749
at 31 december 2013 199447 109628 215628 24000 548703
additions in the year – acquired with subsidiaries 184398 274807 58838 34728 552771
other additions in the year 760563 151107 105651 – 1017321
transfers between categories 4370 6551 10921 – –
disposals in the year – 19843 – – 19843
discontinued operations written off 44405 26864 24062 – 95331
translation differences 2228 1981 1620 – 5829
at 31 december 2014 1093405 480303 365356 58728 1997792
depreciation £  £ £  £  £
at 1 january 2013 15380 12127 43691  71198
charge for the year 66003 28810 61168 800 156781
translation differences 1355 525 553  2433
at 31 december 2013 80028 40412 104306 800 225546
charge for the year 188189 85820 102978 7210 384197
transfers between categories  1035 1521 2556 – –
disposals in the year – 9591 – – 9591
discontinued operations written off 14805 22829 3025 – 40659
translation differences 1155 484 776 – 2415
at 31 december 2014 251222 91807 206039 8010 557078
net book value £  £ £  £  £
at 1 january 2013 126676 69890 90194  286760
at 31 december 2013 119419 69216 111322 23200 323157
at 31 december 2014 842183 388496 159317 50718 1440714
further details relating to additions in the year which were acquired with subsidiaries are given in note 10  
porta communications plc
107 notes to the financial statements continued
for the year ended 31 december 2014
company
 office  fittings and computer motor 
 improvements equipment equipment vehicles total 
cost £ £ £ £ £
at 1 january 2013 93046 50172 62591  205809
additions in the year  4167 10245 24000 38412
at 31 december 2013 93046 54339 72836 24000 244221
additions in the year 718018 91639 16363 – 826020
at 31 december 2014 811064 145978 89199 24000 1070241
depreciation £  £ £  £  £
at 1 january 2013 12891 6453 22614  41958
charge for the year 46523 12892 22847 800 83062
at 31 december 2013 59414 19345 45461 800 125020
charge for the year 112703 24726 34578 4800 176807
at 31 december 2014 172117 44071 80039 5600 301827
net book value £  £ £  £  £
at 1 january 2013 80155 43719 39977  163851
at 31 december 2013 33632 34994 27375 23200 119201
at 31 december 2014 638947 101907 9160 18400 768414
17 investment in subsidiaries – company
 31 december 2014 
cost and net book value £
at 1 january 2013 3833090
acquired during the year 492554
share based payments to subsidiary company employees 22304
exchange differences 15771
at 31 december 2013 4332177
acquired during the year 11917977
share based payments to subsidiary employees note 22 10311
exchange differences  24801
at 31 december 2014 16235664
additions during the period were as follows
name  £ note
newgate communications singapore pte ltd  468588 102
redleaf polhill limited   1795000 103
pps group limited   6041593 104
icas holdings limited trading as publicasity  2756796 105
newgate threadneedle limited purchase of the remaining 20 nci  856000 106
  11917977 
porta communications plc
108 notes to the financial statements continued
for the year ended 31 december 2014
exchange differences incurred during the year relate to the investment in newgate australia pty limited which was made in 
australian dollars the local currency of subsidiary 
at 31 december 2014 the company held the following interests in subsidiaries all of which are incorporated in england and 
wales unless otherwise stated
  share percentage  
name year end capital held held principal activity during year
icas limited  31dec ordinary 100  public relations  public affairs consultancy
newgate communications llp 31dec corporate 51 public relations  public affairs consultancy 
  partner
newgate threadneedle limited 31dec ordinary 100 public relations consultancy
pps local and regional limited  31dec ordinary 100  public relations  public affairs consultancy
redleaf polhill limited
†
 30nov ordinary 51 public relations consultancy
newgate australia pty limited 31dec ordinary 51 public relations consultancy 
   incorporated in australia
newgate communications 31dec ordinary 45 public relations consultancy 
   singapore pte limited 
   incorporated in singapore
newgate brussels sprl  31dec ordinary 100 public relations consultancy 
   incorporated in belgium
newgate communications germany 31dec ordinary 100 public relations consultancy 
   gmbh incorporated in germany
13 communications limited 31dec ordinary 51 public relations consultancy
clare consultancy limited  31dec ordinary 100 public relations  public affairs consultancy
newgate public affairs limited 31dec ordinary 100 public affairs consultancy nontrading
newgate public relations limited 31dec ordinary 100 public relations consultancy nontrading
threadneedle communications 31dec ordinary 100 public relations consultancy nontrading 
   limited previously cauldron       – to be dissolved in 2015 
   consulting limited
icas holdings limited  31dec ordinary 100 intermediate holding company
newgate media holdings limited 31dec ordinary 100 intermediate holding company
newgate pr holdings limited 31dec ordinary 100 intermediate holding company
pps group limited  31dec ordinary 100 intermediate holding company
summit marketing services limited 31dec ordinary 90 media buying
twentyone twelve 31dec corporate 60 marketing and advertising consultancy 
   communications llp     partner
twentyfour seven studios llp 31dec corporate 60 marketing and advertising consultancy 
     partner     dormant – filed for dissolution in 2015
2112 direct llp previously crazy 31dec corporate 70 direct response marketing 
   horse integrated llp     partner
2112 communications limited 31dec ordinary 100 marketing and advertising consultancy 
   previously 2112 digital 
   communications limited 
   previously wsm digital 
   communications limited
porta communications plc
109 notes to the financial statements continued
for the year ended 31 december 2014
2112 print management and 31dec ordinary 100 marketing and advertising consultancy 
   creative services limited 
   previously wsm print 
   management and creative 
   services limited
integrate pr limited  31dec ordinary 100 dormant – filed for dissolution in 2015
pps group holdings limited  31dec ordinary 100 dormant – intermediate holding company
newgate comms llp 31dec corporate 51 dormant – filed for dissolution in 2015 
     partner
newgate integrated limited  31dec ordinary 100 dormant
springall gbr incorporated in germany 31dec ordinary 100 dormant
velvet consultancy limited 
   previously wilton international 31dec ordinary 100 dormant 
   consulting limited
twenty20 media group limited 31dec ordinary 90 media buying discontinued nontrading
twenty20 media vision limited 31dec ordinary 90 media buying in administration
wfca integrated limited 31dec ordinary 90 media buying discontinued nontrading
williams blake reay limited 31dec ordinary 90 media buying discontinued nontrading  
    in liquidation
ttmv limited  31dec ordinary 90 dormant – dissolved in 2015
2112 dormant limited previously 31dec ordinary 100 dormant – dissolved in 2015 
   2112 communications limited 
crazy horse integrated limited 31dec ordinary 100 dormant
kodu digital marketing limited  31dec ordinary 100 dormant
indirectly held through another group company 
†redleaf polhill limited has changed its accounting reference date consistent with the group effective for the next reporting period ending 31 december 2015 
audit exemptions the following group entities are exempt from audit by virtue of section 479a of the 
companies act 2006
13 communications limited 
threadneedle communications limited 
newgate pr holdings limited 
newgate public affairs limited 
newgate public relations limited 
newgate media holdings limited 
clare consultancy limited 
icas holdings limited 
pps group limited
2112 communications limited previously 
   2112 digital communications limited
2112 print management and creative 
   services limited
2112 direct llp
twentyone twelve communications llp
summit marketing services limited 
twenty20 media group limited
porta communications plc
110 notes to the financial statements continued
for the year ended 31 december 2014
preparation  filing exemptions the following group entities are exempt from preparingfiling individual accounts by 
virtue of sections 394a or 448a of the companies act 2006
crazy horse integrated limited
velvet consultancy limited
newgate comms llp
integrate pr limited
pps group holdings limited
newgate integrated limited
twentyfour seven studios llp
2112 dormant limited
kodu digital marketing limited 
ttmv limited
statutory guarantees porta communications plc has provided statutory guarantees to the following entities 
in accordance with section 479c of the companies act 2006
13 communications limited
threadneedle communications limited 
newgate pr holdings limited 
newgate public affairs limited 
newgate public relations limited 
newgate media holdings limited 
clare consultancy limited 
icas holdings limited 
pps group limited
2112 communications limited previously 
   2112 digital communications
2112 print management and creative 
   services limited 
2112 direct llp
twentyone twelve communications llp 
summit marketing services limited 
twenty20 media group limited
 porta communications plc has provided statutory guarantees to the following 
entities in accordance with section 394c of the companies act 2006
crazy horse integrated limited
velvet consultancy limited 
newgate comms llp 
integrate pr limited 
pps group holdings limited
newgate integrated limited 
twentyfour seven studios llp
2112 dormant limited 
kodu digital marketing limited 
ttmv limited
18  trade and other receivables
group 
 31 december 2014 31 december 2013 
 £  £
trade receivables 5743807 5916044
less provision for impairment 211299 112746
 5532508 5803298
loans 793633 955645
other debtors 669730 768254
prepayments 764788 302209
 7760659 7829406
the average credit period on sales of services is 87 days 2013 87 days no interest has been charged on trade receivables 
during the year 
the group provides for the impairment of trade receivables on a customerbycustomer basis having regarded past payment 
experience and the probability of future payment  
during the year a charge for bad and doubtful debts of £133167 2013 restated £971 2013 £124708 was made to the 
statement of comprehensive income identified individual bad or doubtful debtors are provided for in full to the extent that 
porta communications plc
111 notes to the financial statements continued
for the year ended 31 december 2014
they are deemed irrecoverable in determining the recoverability of a trade receivable the group considers any change in the 
credit quality of the trade receivable from the date credit was initially granted up to the reporting date the concentration of 
credit risk is limited due to the customer base being large and unrelated accordingly the directors believe that there is no 
further credit provision required in excess of the allowance for impairment relating to doubtful debts the directors consider 
that the carrying amount of trade and other receivables approximates to their fair value
at 31 december 2014 there were no customers who individually represented more than 5 of the trade and other 
receivables balance in 2013 the group’s two most significant debtors a uk technology firm and uk retailer accounted for 
£1207759 21 and £651707 11 respectively of the trade and other receivables balance at 31 december 2013 
a summary of trade receivables excluding impaired balances categorised by due date for payment is as follows
 31 december 2014 31 december 2013 
 £  £
neither past due nor impaired 2070468 2309735
past due but not impaired
   past due up to 3 months 3023834 3082896
   past due more than 3 months not more than 6 months 255370 138714
   past due more than 6 months not more than 1 year 141471 258713
past due more than 1 year 41365 13240 
 5532508 5803298
the movement on impairment for the year in respect of trade receivables was as follows
 year ended year ended 
 31 december 2014 31 december 2013 
 £ £
balance at 1 january 112746 111218
acquired with subsidiaries 31458 –
amounts written off during the year 65400 123180
provision made during period 133167 124708
translation differences 672 
balance at 31 december 211299 112746
company 
 year ended  year ended 
 31 december 2014  31 december 2013 
 £ £
trade receivables 7680 9887
less provision for impairment – –
 7680 9887
loans 792113 955645
other debtors 169981 75877
prepayments 426658 148664
receivable owed by related party note 26 757 9531
 1397189 1199604
porta communications plc
112 notes to the financial statements continued
for the year ended 31 december 2014
noncurrent other receivables
on 7 january 2014 the company entered into a tenancy agreement relating to the new office premises located at 
50 basinghall street london the initial deposit of £923775 and related interest is retained by the landlord in a separate 
bank account until the termination of the lease 
19 trade and other payables
group
 year ended year ended 
 31 december 2014 31 december 2013 
 £ £
trade payables 1970894  4077707 
bank overdrafts –  1211051 
taxes and social security costs 1511988  943691 
income received in advance 795813  423816
other payables 223014  1513295 
accrued expenses 2026007  1650045 
  6527716  9819605 
there were no noncurrent trade and other payables in 2014 2013 £nil
company
 year ended year ended 
 31 december 2014 31 december 2013 
 £ £
trade payables owing to third parties 674428 305389
trade payables owing to related parties note 26 896 501
 675324 305890
taxes and social security costs 34950 268974
other payables 1237 
accrued expenses 932212 103072
 1643723 677936
the average credit period taken by the company on trade purchases was 80 days 2013 89 days interest may be charged 
on overdue trade payables at varying rates up to 9 per annum depending on the contractual terms and the legal 
requirements of the country of operation the company manages trade payables in accordance with customer terms and 
the cash flow requirements of the business no interest was charged by suppliers during the year 2013 none
the directors consider that the carrying amount of trade and other payables approximates to their fair value
20 provisions and contingent liabilities 
on 6 july 2012 the group acquired a 90 interest in the share capital of twenty20 media group limited previously called 
twenty20 media vision limited and renamed twenty20 media group limited on 30 october 2012 a full service media 
planning and buying agency based in tunbridge wells in accordance with the terms of the acquisition the group was 
required to pay an amount of the deferred consideration up to £1530000 which was heavily reliant on two year earnout 
level of profits and which was to be satisfied based on the same proportion of cash and shares as the initial consideration 
porta communications plc
113 notes to the financial statements continued
for the year ended 31 december 2014
for both previous reporting years ending on 31 december 2012 and 31 december 2013 management estimated and 
recognised a provision of £381198 as the most likely level of exposure in the current reporting year twenty20 media vision 
limited’s business significantly declined and was eventually discontinued during the year as disclosed in note 9 prior to the 
discontinuation of the business a sum of £200000 was paid in cash as a final settlement renegotiated between the parties 
the remainder has been written off to the results from discontinued operations 
following the acquisition of summit marketing services limited ‘summit’ on 7 june 2013 the group recognised provision 
for a total amount of £254831 related to deferred consideration capped up to a maximum of £446868 dependent on two 
year performance results on 31 july 2014 the group announced that it had issued a total of 1022352 ordinary shares in 
satisfaction of the first tranche of deferred consideration payable to the vendors of summit based on the financial 
performance of summit for the year ended 30 april 2014 the remainder of the deferred consideration payable in relation to 
the second tranche amounts to £125045 and is subject to summit’s performance for the year ended 30 april 2015 further 
details are given in note 27
on 23 april 2014 the group has announced its acquisition of redleaf see note 103 the acquisition involves the grant of 
put and call options relating to the purchase by the company of the remaining 49 of the issued share capital of redleaf 
which are exercisable in three tranches following the end of each of the next three full financial years of redleaf on similar 
terms to the initial acquisition any additional consideration payable under the put and call options will be satisfied 50 in 
cash and 50 in ordinary shares 
management has evaluated redleaf’s three year forecasts for profit after tax in order to determine the liability component of 
deferred consideration and has discounted this using the group’s pretax weighted average cost of capital at the time of the 
acquisition of 148 at 31 december 2014 the present value of the liability component of deferred consideration is 
£856334 
21 share capital and reserves 
share capital
allotted called up and fully paid
31 december 2014 number  £
ordinary shares of 10p each 267573895 26757390
deferred shares of 09p each 72000000 648000
  27405390
31 december 2013 number  £
ordinary shares of 10p each 162121001 16212101
deferred shares of 09p each 72000000 648000
  16860101
ordinary shares  
the movement in ordinary shares for the year reconciles as follows
 number  £ nominal value
at 1 january 2014 162121001 16212101
new issues during the year 105452894 10545289
at 31 december 2014 267573895 26757390
porta communications plc
114 notes to the financial statements continued
for the year ended 31 december 2014
in february 2014 the group announced that it had raised £70 million before expenses on aim by way of an 
oversubscribed placing of 53846153 new ordinary shares at a price of 13p the purpose of the fund raising was to 
implement the next phase of the group’s growth by acquiring a number of public relations and advertising businesses in the 
uk funds were also used to acquire the remaining 20 of newgate threadneedle and to repay £24 million of loans 
including interest from retro grand limited  
deferred shares
there has been no change in the number of or rights relating to the deferred shares during the year the special rights 
privileges restrictions and limitations attached to the deferred shares are set out below
a a holder of deferred shares shall have no right to receive notice of or to attend or vote at any general meeting of the 
company
b a holder of deferred shares shall have no right to receive any dividend or distribution
c a holder of deferred shares shall on a return of capital in a liquidation but not otherwise be entitled to receive a sum 
equal to the amount paid up or credited on each share but only after the sum of £1000000 per ordinary share has 
been distributed amongst the holders of the ordinary shares
d the company may redeem the deferred shares at any time for the sum of £1 payable in aggregate to all deferred 
shareholders as a class
translation reserve
the translation reserve comprises all foreign currency differences arising from the translation of the financial statements of 
foreign operations
other reserves
during the period a net amount of £1665621 2013 £98025 was credited to other reserves related to share based 
payments transactions note 22 the equity component of the deferred consideration in relation to the redleaf acquisition 
note 103 and the equity component of the convertible loan issued in the period note 23
22 share based payments
enterprise management incentive emi  unapproved share option plan 
on 18 march 2014 the board of the company granted options over a total of 2500000 ordinary shares of 10p each in the 
company to gene golembiewski the group finance director the exercise price of the options is 20p per share and 
subject to the achievement of certain performance conditions 50 of the options will vest on the first anniversary of the date 
of grant and the remaining 50 will vest on the second anniversary of the date of grant 
following the acquisition of pps group limited note 104 the company granted options over a total of 3600000 ordinary 
shares of 10p each in the company to two key members of the pps staff the exercise price of the options is 10p per share 
and subject to the achievement of certain performance conditions 50 of the options will vest on the first anniversary of the 
date of grant and the remaining 50 will vest on the second anniversary of the date of grant
on 13 may 2015 the company granted options over an aggregate of 8070000 ordinary shares to certain employees of the 
group all with an exercise price of 10p per share under its enterprise management incentive and unapproved share option 
plan “emi and unapproved plans” the options vest in three equal tranches on the first second and third anniversary of the 
grant of the options and will expire on the tenth anniversary of grant 
the fair value of services received in return for the share options granted is based on the fair value of the share options 
granted measured using the blackscholes and binomial models expected volatility is estimated by considering historical 
volatility over the period commensurate with the expected term the following inputs were used in the measurement of the 
fair values at grant date of the share based payment plans
porta communications plc
115 notes to the financial statements continued
for the year ended 31 december 2014
option grant year 2012  2013  2014
option recipient  employees directors directors employees directors
fair value at grant date 496p 422p 336p 493p 868p
share price at grant date 800p 800p 725p 825p 1462p
exercise price 1000p 1000p 2000p 100p 200p
expected volatility 76 76 76 70 72
option life expected weighted average life 6 years 6 years 6 years 6 years 6 years
expected dividends 0 0 0 0 0
riskfree interest rate 11 11 255 225 281
  weighted average  
  exercise price  
 number pence
balance at 1 january 2014 6626846 1448p
issued during the year 6100000 1410p
forfeited during the year  1585750 1009p
balance at 31 december 2014 11141096 1490p
£185580 relating to share based payments has been recognised as an expense in the statement of comprehensive income 
for the year ended 31 december 2014 2013 £99678 1585750 share options were forfeited 2013 280000 no options 
were exercised during the year 2013 33333
porta communications plc
116 notes to the financial statements continued
for the year ended 31 december 2014
23 loans and borrowings
this note provides information about the contractual terms of the group’s interestbearing loans and borrowings which are 
measured at amortised cost for information about the group’s exposure to interest rate foreign currency and liquidity risk 
arising from these loans and borrowings see note 7
group
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
noncurrent liabilities
loans – related party 2518550 2224163
secured bank loan – 650000
 2518550 2874163
obligations under finance leases note 24 304613 15080
 2823163 2889243
current liabilities
loan notes issued in relation to business combinations note 10 1557532 –
convertible loans 2936680 –
loans – related party see note 26 – 450000
other loans – 2361003
 4494212 2811003
 obligations under finance leases note 24 80781 4157
 4574993 2815160
during march 2014 the company repaid £24 million of loans including interest issued by retro grand limited during 2013 
and entered into a new loan agreement with retro grand limited under which £30 million has been borrowed the new loan 
is to be repaid or converted into 10p ordinary shares at the lender’s choice by the end of 2015 legal expenses in relation to 
this facility have been added to the £30 million principal on the same repayment terms as the main loan 
retro grand limited is a jersey registered company which is wholly owned by the edward trust the edward trust is a trust 
whose sole beneficiary is one of bob morton’s sons who is over the age of eighteen years and is managed and 
administered by independent trustees bob morton is neither a beneficiary nor a trustee of the edward trust nor is he a 
director of retro grand limited
the secured bank loan issued by lloyds tsb to twenty20 media vision limited  and two of its subsidiaries was fully repaid 
during 2014 the hawk investment loan of £450000 acquired with the twenty20 media group acquisition will be handled 
by the administration process this loan is an arrangement between twenty20 media vision limited and hawk investment in 
which the group is not a party and therefore the group does not expect to inherit any obligation with regard to this loan 
as a purchase consideration for acquisition of pps group limited and icas holdings limited trading as publicasity the 
company issued loan notes bearing 6 coupon and redeemable in 12 months from the issue date refer to note 10 for 
further details 
porta communications plc
117 notes to the financial statements continued
for the year ended 31 december 2014
terms and debt repayment schedule
    2014 2013
  nominal  year of face carrying face carrying 
 currency interest rate maturity value amount value amount
deep discounted bond – related party gbp 12 2016 2862000  2518550  2862000  2224163 
convertible loan  gbp 12 2015 3007450 2936680 – –
loan notes gbp 6 2015 1552000 1557532 – –
loan gbp 12 2014 – –   600000   616105 
loan gbp 12 2014 – – 1200000  1233885 
loan gbp 12 2014 – –  500000   511013 
loan – related party gbp 12 2015 – –  300000   300000 
loan – related party gbp 12 2015 – –  150000   150000 
secured bank loan gbp base275 2014 – –  650000   650000 
         7421450  7012762   6262000  5685166 
company
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
noncurrent liabilities
loans – related party 2518550 2224163
 2518550 2874163
obligations under finance leases note 24 276597 15080
 2795147 2239243
current liabilities
convertible loan  2936680 –
loans notes 1557532 –
other loans – 2361003
 4494212 2361003
obligations under finance leases note 24 73322 4157
 4567534 2365160
porta communications plc
118 notes to the financial statements continued
for the year ended 31 december 2014
terms and debt repayment schedule
    2014 2013
  nominal  year of face carrying face carrying 
 currency interest rate maturity value amount value amount
deep discounted bond – related party gbp 12 2016 2862000  2518550 2862000  2224163 
convertible loan  gbp 12 2015 3007450 2936680 – –
loan notes gbp 6 2015 1552000 1557532 – –
loan gbp 12 2014 – –  600000   616105 
loan gbp 12 2014 – – 1200000  1233885 
loan gbp 12 2014 – –  500000   511013 
         7421450  7012762  5162000  4585166 
the related party loans and convertible loan are secured over all current and future assets of both the company and all 
companies within the group
24 finance leases
finance lease commitments – as lessee
during the year the group has entered into finance lease agreements in respect of the fitout of new premises and acquired 
a lease of a motor vehicle as the result of the acquisition of a subsidiary the term of the fitout and vehicle agreements are 
5 and 4 years respectively
group
 2014 2013
 minimum  present value minimum present value 
 payments of payments  payments of payments  
 £ £ £ £
within one year 128260 80781 7349 4157
between one and five years 372780 304613 19519 15080
more than five years – – – –
total minimum lease payments  501040 385394 26868 19237
less amounts representing finance charges 115646 – 7631 –
present value of minimum 
   lease payments 385394 385394 19237 19237
analysed as £ £
current liability 80781 4157
noncurrent liability  304613 15080
present value of minimum 
   lease payments  385394 19237
porta communications plc
119 notes to the financial statements continued
for the year ended 31 december 2014
company
 2014 2013
 minimum  present value minimum present value 
 payments of payments  payments of payments  
 £ £ £ £
within one year 118164 73322 7349 4157
between one and five years 341299 276597 19519 15080
more than five years – – – –
total minimum lease payments  459463 349919 26868 19237
less amounts representing finance charges 109544 – 7631 –
present value of minimum 
   lease payments 349919 349919 19237 19237
analysed as £ £
current liability 73322 4157
noncurrent liability  276597 15080
present value of minimum 
   lease payments  349919 19237
25 operating leases
the group operating leases mainly relate to office premises the leases of office premises typically run for periods up to 10 
years leases for other fixed assets typically run for a period of 3 to 5 years one of the leased properties accounted for within 
discontinued activities was sublet by the group the sublease expired in 2014
during the year an amount of £1455907 2013 restated £339449 2013 £480689 was recognised as an expense in the 
statement of comprehensive income in respect of operating leases an amount of £21600 2013 £20133 was recognised 
as income in the statement of comprehensive income in respect of subleases
at the end of the reporting period the future minimum lease payments under noncancellable operating leases are payable as 
follows
 year ended year ended 
 31 december 2014 31 december 2013 
 £  £
less than one year 984495 229081
between one and five years 4424534 385482
more than five years 4108265 –
 9517294 614563
the company received a two year rent free period as a lease incentive the total minimum lease payments are allocated over 
the lease term evenly and therefore rent charge recognised in the statement of comprehensive income is different to the 
contractually committed cash outflow 
porta communications plc
120 notes to the financial statements continued
for the year ended 31 december 2014
the anticipated future charge to the statement of comprehensive income in respect of operating leases is as follows
 year ended  
 31 december 2014 
 £
less than one year 804443
between one and five years 3217774
more than five years 3284811
 7307028
26 related party transactions
key management personnel – group and company
in the opinion of the board only the executive directors of the company are regarded as key management personnel the 
executive directors have service agreements which require 12 months’ notice of termination from either party key 
management personnel compensation including state taxes comprised the following
 year ended  year ended 
 31 december 2014 31 december 2013 
 £  £
short term employee benefits 649456 445749
share based payments 174932 76503
postemployment benefits 22406 24000
 846794 546252
other related party transactions
during the year the company was invoiced £29100 2013 £31200 by cics limited a company of which brian blasdale 
is a director for nonexecutive director’s fees at the yearend £861 was owed by company in respect of his expenses 
2013 £nil
£30000 was paid to hawk consulting limited a company of which bob morton is a director for nonexecutive director fees 
2013 £30000
prior to may 2013 hawk investment holdings limited ‘hawk investment’ a company beneficially owned by bob morton 
and his wife provided the group with a number of short term loan facilities the outstanding balance of which was 
restructured into one loan the deep discounted bond with a face value of £2862000 and 12 fixed interest payable 
together with the principal of the loan on it’s maturity on 28 february 2016 the group has charged a total of £294387 of 
finance costs to the statement of comprehensive income in relation to this loan 2013 £337806 
during the year the group paid £93000 2013 £113000 to members of directors’ families employed by the group 
the group is in the process of migrating to a new accounting software package provided by aqilla limited of which the 
group’s chairman bob morton is a controlling shareholder the total amount charged by aqilla limited to the group in 
2014 was £31902 including vat 2013 £nil
porta communications plc
121 notes to the financial statements continued
for the year ended 31 december 2014
the following amounts were owed to or by directors to the company at the yearend in respect of expenses incurred or 
advances for expenses made in relation to expenses incurred on behalf of the group’s business
 max amount outstanding  
 by director  owed by directors 
 during the year owed to directors 
  2014 2013 
director £ £ £
david wright 10417 757 314
gene golembiewski  – 35 187
brian blasdale cics limited  – 861 –
keith springall former group fd – – 9531
all related party transactions were on normal commercial terms
transactions with subsidiary undertakings – company
the parent company incurs various expenses during the year which it recharges to subsidiary companies and certain 
subsidiary companies have incurred expenses or provided services during the year which have been recharged to the parent 
company a summary of these transactions during the year are as follows
 2014 2013
   charged  charged charged charged 
  by parent to parent by parent to parent 
subsidiary nature of transaction £ £ £ £
2112 communications limited  expense recharges consultancy 
   previously 2112 digital fees and group marketing and 
   communications limited advertising services 64374 – – – 
   previously wsm digital rent 54600 – – – 
   communications limited interest 33 – – –
2112 print management and expense recharges consultancy 
   creative services limited fees and group marketing 
   previously wsm print and advertising services 
   management and creative  59944 – – – 
   services limited rent 39900 – – –
2112 direct llp previously expense recharge and consultancy fees 53100 – 9655 – 
   crazy horse integrated llp rent 30320 – – –
 interest – 259 1276 –
icas limited ta publicasity consultancy fees 286610 – – –
threadneedle communications  
   limited formerly cauldron expense recharge and consultancy fees – – 114 – 
   consulting limited  interest – – – 987
newgate investor relations expense recharge and consultancy fees – – 190 – 
   limited 
newgate australia pty limited interest  58861 – 28907 –
 consultancy fees 213068 – – –
 group dividend 117560 – – –
newgate brussels sprl expense recharge and consultancy fees 15524 – 33592 –
 interest  6571 – 3745 –
porta communications plc
122 notes to the financial statements continued
for the year ended 31 december 2014
 2014 2013
   charged  charged charged charged 
  by parent to parent by parent to parent 
subsidiary nature of transactions £ £ £ £
newgate comms llp expense recharge and consultancy fees 63 – 2910 –
 interest  4626 – 2915 –
newgate communications llp expense recharge and consultancy fees 683846 2097 235287 –
 rent 226942 – – –
 interest 15681 111 23874 –
newgate communications interest 6114 – – – 
   singapore pte ltd 
newgate public affairs limited  interest – 1022 – –
pps local and regional limited  consultancy fees 633001 – – –
newgate threadneedle limited  expense recharge consultancy fees 
    and group corporate pr services 139978 37959 29901 38905
 rent 64841 – – 435217
13 communications limited expense recharge and consultancy fees 38859 – 3073 –
 interest 6736 – 334 –
 rent 25900 – – –
redleaf polhill limited  expense recharge and consultancy fees 56637 6000 – –
 group dividend 130934 – – –
twenty20 media group limited expense recharges  – – 2040 –
twentyone twelve expense recharges and group 
   communications llp marketing and advertising services 77138 8656 99054 29431
 interest  97141 – 13435 –
 rent 369087 – – –
twentyfour seven studios llp expense recharges and group 
    marketing and advertising services – – 32111 9531
 interest – – 5459 –
  3577989 56104 527872 514071
porta communications plc
123 notes to the financial statements continued
for the year ended 31 december 2014
the company also undertakes various group treasury functions receiving payments from group companies funding group 
companies and making payments on their behalf and the net amount outstanding to or from the parent company at the year 
end is as follows
 amount outstanding at year end 
 owed to parentowed by parent
 2014 2013 
subsidiary £ £
2112 communications limited  34183 –
2112 direct llp 5770 50589
2112 print management and creative services limited 26136 –
icas limited 288796 –
newgate australia pty limited  568135 612118
newgate brussels sprl 280635 221356
newgate comms llp 224217 207920
newgate communications llp 894267 1006647
newgate media holdings limited 503999 304000
newgate pr holdings limited 345421 345421
newgate public affairs limited 32076 32076
newgate public relations limited 212574 213874
newgate communications singapore pte ltd 69500 –
newgate threadneedle limited 455111 105231
pps local and regional limited 642782 –
redleaf polhill limited 7030 –
13 communications limited  441537 117608
threadneedle communications limited  124940 90940
twentyone twelve communications llp 2778107 823906
twentyfour seven studios llp – 340926
twenty20 media group limited – 1565430
velvet consultancy limited 218490 218490
wfca limited – 475000
net amount owed to parent company 5632348 6275038
less provided as bad debt 218490 218490
total 5413858 6056548
analysed as
noncurrent assets 6674537 6284795
noncurrent liabilities  1260679 228247
total 5413858 6056548
the company has given undertakings to certain subsidiary companies to provide financial support for a period of at least 
12 months from the date of approval of these financial statements subject to group funding requirements 
porta communications plc
124 notes to the financial statements continued
for the year ended 31 december 2014
the board considers that the amounts disclosed in the table above net of bad debt provisions will prove recoverable 
however the timing of and ultimate repayment of these sums will depend on the performance and financing arrangements of 
the relevant subsidiary undertakings currently the company expects the amounts to be repaid over a number of years
27 subsequent events
during february 2015 the second tranche of the deferred consideration payable to the vendors of summit marketing 
services limited was settled by payment of £82000 in cash in aggregate no further deferred consideration is due and 
owing in respect of this acquisition 
on 13 may 2015 the company granted options over an aggregate of 8070000 ordinary shares to certain employees of the 
group all with an exercise price of 10p per share under its enterprise management incentive and unapproved share option 
plan “emi and unapproved plans”  the options vest in three equal tranches on the first second and third anniversary of 
the grant of the options and will expire on the tenth anniversary of grant
on 28 may 2015 the group is expected to complete the reorganisation of the newgate companies and as part of this 
reorganisation the 49 minority interest in newgate communications llp and one other llp will be bought out in 
consideration for the issue of 9754000 porta ordinary shares the porta ordinary shares remain subject to a minimum 
12 month lockin period with a further 12 month orderly market period 
porta communications plc
125 porta communications plc
incorporated and registered in england and wales with registered number 05353387  
registered office sky light city tower 50 basinghall street london ec2v 5de
notice of annual general meeting
notice is hereby given that the annual general meeting the “agm” of porta communications plc the “company” will be 
held at the offices of porta communications plc sky light city tower 50 basinghall street london ec2v 5de on 25 june 
2014 at 1100 am for the following purposes
ordinary business
to consider and if thought fit to pass the following resolutions which will be proposed as ordinary resolutions
1 report and accounts
to receive the audited annual accounts for the year ended 31 december 2014 together with the reports of the directors and 
auditor therein
2 reelection of director
to reelect raymond mckeeve a director who retires by rotation in accordance with the company’s articles of association 
and who being eligible offers himself for reelection as a director of the company
3 reappointment of auditors
to reappoint nexia smith  williamson as auditors to the company to hold office from the conclusion of this agm until the 
conclusion of the next general meeting at which accounts are laid before the company
4 auditor’s remuneration
to authorise the directors to determine the remuneration of the auditors
special business
to consider and if thought fit to pass the following resolutions of which resolutions 5 and 8 will be proposed as ordinary 
resolutions and resolutions 6 and 7 will be proposed as special resolutions
5 directors’ authority to allot shares
that in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution 
the directors be and they are generally and unconditionally authorised pursuant to section 551 of the companies act 2006 
the “act” to exercise all powers of the company to allot shares in the company and grant rights to subscribe for or to 
convert any security into shares of the company such shares and rights to subscribe for or to convert any security into 
shares of the company being ‘relevant securities’ up to an aggregate nominal amount of £924333870 provided that 
unless previously revoked varied or extended this authority shall expire on the earlier of the conclusion of the next annual 
general meeting of the company and the date falling 18 months after the date of the passing of this resolution except that 
the company may at any time before such expiry make an offer or agreement which would or might require relevant 
securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or 
agreement as if this authority had not expired
notice of annual general meeting
porta communications plc
126 notice of annual general meeting continued
6 directors’ power to issue shares for cash
that in substitution for equivalent authorities and powers granted to the directors prior to the passing of this resolution 
the directors be and they are empowered to allot equity securities as defined in section 560 of the act of the company for 
cash pursuant to the authority of the directors under section 551 of the act conferred by resolution 5 above in accordance 
with section 5701 of the act andor by way of a sale of treasury shares in accordance with section 573 of the act 
in each case as if section 5611 of the act did not apply to such allotment provided that the power conferred by this 
resolution shall be limited to
a the allotment of equity securities in connection with an offer or invitation to apply for equity securities
 i  in favour of holders of ordinary shares in the capital of the company where the equity securities respectively 
attributable to the interests of all such holders are proportionate as nearly as practicable to the respective number 
of ordinary shares in the capital of the company held by them and
 ii  to holders of any other equity securities as required by the rights of those securities or as the directors consider 
necessary
  but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with 
treasury shares fractional entitlements or legal regulatory or practical problems arising under the laws or requirements 
of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any 
regulatory body or stock exchange in any other matter whatsoever and
b  the allotment of 1760010 equity securities in connection with deferred consideration due to be paid to the vendors of 
redleaf polhill limited and
c  the allotment otherwise than pursuant to subparagraph a or b above of equity securities up to an aggregate 
nominal value equal to £277327890 and
unless previously renewed revoked varied or extended this power shall expire on the earlier of the conclusion of the next 
annual general meeting of the company and the date falling 18 months after the date of the passing of this resolution 
except that the company may before the expiry of this power make an offer or agreement which would or might require 
equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such an offer 
or agreement as if this power had not expired
7 authority to purchase shares market purchases 
that the company be and is hereby unconditionally and generally authorised for the purposes of section 701 of the act to 
make market purchases within the meaning of section 6934 of the act of its ordinary shares of 10p each ‘ordinary 
shares’ provided that
a the maximum number of ordinary shares authorised to be purchased is 27732789
b the minimum price which may be paid for any such ordinary share is 10p
c  the maximum price which may be paid for an ordinary share shall be an amount equal to 105 of the average 
middle market quotations for an ordinary share as derived from the london stock exchange daily official list for the 
5 business days immediately preceding the day on which the ordinary share is contracted to be purchased and
this authority shall unless previously renewed revoked or varied expire on the earlier of the date falling 18 months after the 
date of the passing of this resolution and the conclusion of the next annual general meeting but the company may enter 
into a contract for the purchase of ordinary shares before the expiry of this authority which would or might be completed 
wholly or partly after its expiry
porta communications plc
127 notice of annual general meeting continued
8 political donations
to authorise the company and all companies that are its subsidiaries at any time during the period for which this resolution 
has effect for the purposes of section 366 companies act 2006
a  to make political donations to political parties or independent election candidates as such terms are defined in 
section 363 and 364 companies act not exceeding £50000 in aggregate
b  to make political donations to political organisations other than political parties as such terms are defined in 
section 363 and 364 companies act not exceeding £50000 in aggregate
c  to incur political expenditure as such terms are defined in section 363 and 364 companies act not exceeding 
£50000 in aggregate
provided that this authority shall expire on the earlier of the date falling 18 months after the date of the passing of this 
resolution and the conclusion of the next annual general meeting of the company and further provided that the maximum 
amounts referred to in subparagraph a b and c may comprise sums in different currencies that shall be converted at 
such rate as the directors may in their absolute discretion determine to be appropriate
by order of the board
gene golembiewski 
company secretary
29 may 2015
notes
1  as a member of the company you are entitled to appoint one or more proxies to exercise all or any of your rights to 
attend speak and vote at the agm and you should have received a form of proxy with this notice of agm you can 
only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy appointment of a 
proxy does not preclude you from attending the agm and voting in person if you have appointed a proxy and attend 
the agm in person your proxy appointment will automatically be terminated
2  a proxy does not need to be a member of the company but must attend the agm to represent you if you wish your 
proxy to speak on your behalf at the agm you will need to appoint your own choice of proxy not the chairman and 
give your instructions directly to them
3  to appoint a proxy using the form of proxy the form must be i completed and signed ii sent or delivered to the 
company’s registrars slc registrars 4250 hersham road waltononthames surrey kt12 1rz marked ‘proxy 
return’ and iii received by the company’s registrars no later than 1100 am on 23 june 2015
4  any power of attorney or any other authority under which the form of proxy is signed or a duly certified copy of such 
power or authority must be included with the form of proxy
5  a member that is a company or other organisation not having a physical presence cannot attend in person but can 
appoint someone to represent it this can be done in one of two ways either by the appointment of a proxy described 
in the notes above or of a corporate representative members considering the appointment of a corporate 
representative should check their own legal position the company’s articles of association and the relevant provision 
of the companies act 2006
6  as at 28 may 2015 being the last business day prior to the publication of this notice the company’s issued share 
capital consisted of 277327895 ordinary shares of 10p carrying one vote each and 72000000 deferred shares 
of 09p which carry no right to vote therefore the total number of voting rights in the company as on the date 
immediately prior to the publication of this notice was 277327895
porta communications plc
128 7  pursuant to regulation 411 of the uncertificated securities regulations 2001 2001 no 3755 the company has 
specified that only those members registered on the register of members of the company at 600 pm on 23 june 
2015 shall be entitled to attend and vote at the agm in respect of the number of ordinary shares registered in their 
name at that time changes to the register of members after 600 pm on 23 june 2015 shall be disregarded in 
determining the rights of any person to attend and vote at the agm
8  there will be available for inspection at the company’s registered office during normal business hours from the date of 
this notice to the date of the agm and for 15 minutes prior to and during the agm the following
 a the memorandum and articles of association and
 b  copies of the directors’ service contracts with the company or its subsidiaries and the terms and conditions of 
appointment of nonexecutive directors
explanatory notes to the resolutions
resolution 1 – report and accounts
all companies are required by law to lay their annual accounts and reports before a general meeting of the company 
together with the directors’ report and auditor’s report on the accounts at the agm the directors will present these 
documents to the shareholders for the financial year ended 31 december 2014
resolution 2 – reelection of director
this resolution concerns the reappointment of raymond mckeeve who is retiring at the meeting by rotation in accordance 
the company’s articles of association
a biography of raymond mckeeve is set out on page 45
resolution 3 – reappointment of auditors
this resolution concerns the reappointment of nexia smith  williamson as auditors until the conclusion of the next general 
meeting at which accounts are laid that is the next annual general meeting
resolution 4 – auditor’s remuneration
this resolution authorises the directors to fix the auditor’s remuneration
resolution 5 – directors’ authority to allot shares
this resolution grants the directors authority to allot shares in the capital of the company and other relevant securities up to 
an aggregate nominal value of £924333870 representing approximately 3333 of the nominal value of the issued 
ordinary share capital of the company as at 28 may 2015 being the latest practicable date before publication of this notice 
the directors do not have any present intention of exercising the authorities conferred by this resolution but they consider it 
desirable that the specified amount of authorised but unissued share capital is available for issue so that they can more 
readily take advantage of possible opportunities unless revoked varied or extended this authority will expire at the 
conclusion of the next annual general meeting of the company or the date falling 18 months from the passing of the 
resolution whichever is the earlier
resolution 6 – directors’ power to issue shares for cash
this resolution authorises the directors in certain circumstances to allot equity securities for cash other than in accordance 
with the statutory preemption rights which require a company to offer all allotments for cash first to existing shareholders in 
proportion to their holdings the relevant circumstances are either i where the allotment takes place in connection with a 
rights issue ii the allotment of 1760010 to vendors of redleaf polhill limited in connection with deferred consideration to 
be paid to them and iii the allotment is limited to a maximum nominal amount of £277327890 representing approximately 
10 of the nominal value of the issued ordinary share capital of the company as at 28 may 2015 being the latest 
practicable date before publication of this notice unless revoked varied or extended this authority will expire at the 
notice of annual general meeting continued
porta communications plc
129 notice of annual general meeting continued
conclusion of the next annual general meeting of the company or 18 months after the passing of the resolution whichever 
is the earlier the directors consider that the power proposed to be granted by resolution 6 is necessary to retain flexibility 
although they do not have any intention at the present time of exercising such power
resolution 7 – authority to purchase shares market purchases
this resolution authorises the board to make market purchases of up to 27732789 ordinary shares representing 
approximately 10 of the company’s issued ordinary shares as at 28 may 2015 being the latest practicable date before 
publication of this notice shares so purchased may be cancelled or held as treasury shares the authority will expire at the 
end of the next annual general meeting of the company or 18 months from the passing of the resolution whichever is the 
earlier the directors intend to seek renewal of this authority at subsequent annual general meetings 
the minimum price that can be paid for an ordinary share is 10p being the nominal value of an ordinary share the 
maximum price that can be paid is 5 over the average of the middle market prices for an ordinary share derived from the 
daily official list of the london stock exchange for the five business days immediately before the day on which the share is 
contracted to be purchased
the directors intend to exercise this right only when in light of the market conditions prevailing at the time and taking into 
account all relevant factors for example the effect on earnings per share they believe that such purchases are in the best 
interests of the company and shareholders generally the overall position of the company will be taken into account before 
deciding upon this course of action the decision as to whether any such shares bought back will be cancelled or held in 
treasury will be made by the directors on the same basis at the time of the purchase
resolution 8 – political donations
this resolution seeks approval from shareholders to enable the company to make donations to incur expenditure which it 
would otherwise be prohibited from making or incurring under the relevant provision of the companies act 2006 the ‘2006 
act’ the company’s policy is not to make donations to political parties and there is no intention to change that policy 
however the 2006 act defines political expenditure political donations and political organisations very broadly such that 
normal business activities which might not be thought to be political expenditure or a political donation to a political 
organisation in the usual sense may be included for example sponsorship of industry forums funding of seminars and 
other functions to which politicians are invited matching employee’s donations to certain charities expenditure on 
organisations concerned with matters of public policy law reform and representation of the business community and 
communicating with the government and political parties at local national and european level may fall under the terms of 
the 2006 act
accordingly the company in common with many other companies proposes to seek authority to incur a level of political 
donations to political parties independent election candidates and political organisations as well as political expenditure to 
cover these kinds of activities on a precautionary basis in order to avoid possible inadvertent contravention of the 2006 act 
the authority does not purport to authorise any particular donation or expenditure but is expressed in general terms as 
required by the 2006 act furthermore as permitted under the 2006 act the authority has been extended to cover any 
political donations made or political expenditure incurred by any subsidiaries of the company therefore as a precautionary 
measure you will be asked to give the company and each of its subsidiaries authority to make political donations to political 
parties or independent election candidates to make political donations to political organisations other than political parties 
and to incur political expenditure these authorities are limited to a maximum aggregate amount of £150000
if given this authority will expire at the conclusion of the company’s next annual general meeting or 18 months after the date 
of passing of this resolution whichever is earlier it is the directors’ intention to renew this authority each year 
any political donation made or political expenditure incurred which is in excess of £200 will be disclosed in the company’s 
annual report for the next financial year as required by the companies act 2006 the authority will not be used to make 
political donations within the normal meaning of that expression 
porta communications plc
130 resolutions for against vote withheld
ordinary business
1  to receive the report and accounts for the year 
ended 31 december 2014 ordinary resolution
2  to reelect raymond mckeeve as a director 
ordinary resolution
3  to reappoint nexia smith  williamson as auditors 
ordinary resolution
4  to authorise the directors to fix the remuneration of 
the auditors ordinary resolution
special business
5  to authorise the directors to allot relevant securities 
ordinary resolution
6  to empower the directors to allot equity securities 
for cash on a non preemptive basis in certain 
circumstances special resolution 
7  to authorise the directors to make market 
purchases of its ordinary shares special resolution
8  to authorise the directors to make political 
donations ordinary resolutions
 
iwe 
of 
being a member of the company
1 hereby appoint 
  or failing himher the chairman of the agm to act as myour proxy to vote for meus and on myour behalf at the agm 
of the company to be held on 25 june 2015 and at any adjournment thereof in relation to the resolutions specified in 
the notice of the agm dated 29 may 2015 the ‘resolutions’ and any other business including adjournments and 
amendments to the resolutions which may properly come before the agm or any adjournment thereof
2  direct myour proxy to vote as set out above in respect of the resolutions please indicate with an ‘x’ in the 
boxes above
signature  date  2015
form of proxy
for use at the annual general meeting of porta communications plc the ‘company to be held at  
sky light city tower 50 basinghall street london ec2v 5de on 25 june 2015 at 1100 am the ‘agm’
✂
porta communications plc
131 notes
1  please indicate how you wish your votes to be cast on a poll in respect of the resolutions to be proposed at the agm 
if you do not indicate how you wish your proxy to use your votes the proxy will exercise hisher discretion both as to 
how heshe votes and as to whether or not heshe abstains from voting your proxy will have the authority to vote at 
hisher discretion on any amendment or other motion proposed at the agm including any motion to adjourn the agm
2  to appoint as a proxy a person other than the chairman of the agm insert the full name in the space provided a proxy 
need not be a member of the company you can also appoint more than one proxy provided each proxy is appointed 
to exercise the rights attached to a different share or shares held by you the following options are available
 a  to appoint the chairman as your sole proxy in respect of all your shares simply fill in any voting instructions in the 
appropriate box and sign and date the form of proxy
 b  to appoint a person other than the chairman as your sole proxy in respect of all your shares delete the words ‘or 
failing himher the chairman of the agm’ and insert the name and address of your proxy in the space provided 
then fill in any voting instructions in the appropriate box and sign and date the form of proxy
 c  to appoint more than one proxy you may photocopy this form please indicate the proxy holder’s name and the 
number of shares in relation to which they are authorised to act as your proxy which in aggregate should not 
exceed the number of shares held by you please indicate if the proxy instruction is one of multiple instructions 
being given if you wish to appoint the chairman as one of your multiple proxies simply write ‘the chairman of the 
agm’ all forms must be signed and should be returned together in the same envelope
3 unless otherwise indicated the proxy will vote as heshe thinks fit or at hisher discretion abstain from voting
4  the form of proxy must arrive at slc registrars during usual business hours accompanied by any power of attorney 
under which it is executed if applicable no later than 1100 am on 23 june 2015
5  a corporation must execute the form of proxy under either its common seal or the hand of a duly authorised officer 
or attorney
6  the ‘vote withheld’ option is to enable you to abstain on any particular resolution such a vote is not a vote in law and 
will not be counted in the votes ‘for’ and ‘against’ a resolution
7  as permitted by regulation 41 of the uncertificated securities regulations 2001 only those persons whose names are 
entered on the register of members of the company at 600 pm on 23 june 2015 shall be entitled to attend and vote 
in respect of the number of shares registered in their names at that time changes to entries on the register of 
members after that time shall be disregarded in determining the rights of any person to attend andor vote at the agm
8  completion and return of the form of proxy will not preclude you from attending and voting in person at the agm 
should you subsequently decide to do so
porta communications plc
132 directors bob morton  
david wright 
gene golembiewski 
brian blasdale 
raymond mckeeve
secretary gene golembiewski
registered office sky light city tower 
50 basinghall street 
london 
ec2v 5de
registered number 05353387 registered in england  wales
auditors nexia smith  williamson 
25 moorgate 
london 
ec2r 6ay
registrars slc registrars limited 
4250 hersham road 
waltononthames 
surrey  
kt12 1rz
nominated adviser and broker sanlam securities uk limited  
10 king william street  
london 
ec4n 7tw
solicitors osborne clark 
one london wall 
london 
ec2y 5eb
bankers hsbc bank plc 
9 the boulevard 
crawley 
west sussex 
rh10 1ut
company website wwwportacommunicationsplcuk
company information
porta communications plc
133 porta communications plc annual report
 
for the year ended 31 december 2014
porta communications plc 
sky light city tower 
50 basinghall street 
london ec2v 5de
e infoportacommscom
t 44 020 7680 6500
f 44 020 7680 6510
w portacommscom designed and produced by 2112 communications london


Summary:
 porta
strategy
chief executive’s business review
for the year ended 31 december 2014
gross profit for the year ended 31 december 2014 rose from 
£83 million to £194 million a gain of over 130 while 
organic growth stripping out first time contributions from 
acquisitions was 75 higher compared with single digit 
growth in the sector this excludes ttmg which was closed
porta is pleased to report positive ebitda for the first time 
which has been achieved despite the group incurring higher 
property costs with the acquisitions taking longer to 
complete than anticipated and almost £04 million extra 
costs associated with the termination of the previous llp 
structures which we had to close in line with hmrc 
guidance headline ebitda was nearly three times higher at 
£22 million once the exceptional costs particularly start
ups are added back many of these exceptional costs will 
be eliminated in the current year 
with the exception of france and china the group has now 
completed its phase of startups with future growth being a 
mixture of organic and acquisition given the size of porta 
and restricted access to funds this strategy was the right 
course for the group in the early years indeed these assets 
have been developed albeit over a longer period for a 
fraction of their present value if acquired today
through startups together with strategic income producing 
acquisitions porta has now built an integrated international 
marketing group covering the majority of client requirements
communications 
trading during 2014 was particularly strong in newgate 
globally with organic growth of well over 70 newgate 
australia helped by the privatisation of medibank was the 
star performer fee income was up by nearly 200 in its 
first full year of operation however the weakness of the 
australian dollar reduced group ebitda by £016 million in 
the year both newgate hong kong and newgate singapore 
were profitable in very difficult markets reflecting the quality 
of the teams in both areas
in london newgate continued to show strong growth 
helped by the strength of the ipo market particularly at the 
beginning of the year the former threadneedle business 
has been restructured under new management and is now 
fully integrated into the newgate capital markets offering  
it is pleasing to see that newgate maintains its position as 
the number one agency for the number of aim clients that it 
is retained by given the success of recent pitches newgate 
david wright 
chief executive officer
the growing maturity of all our startup companies 
together with the success achieved by marketing 
porta as a fully integrated group has again 
produced outstanding growth particularly in the 
communications division
13
“
”
porta communications plc
financial
pr
corporate
pr
investor
relations
public
affairs
brand
building
consumer
pr
digital
media
client
communications
requirements
porta
communications should not only maintain its strong ranking but also enjoy 
further success this year pitching with other disciplines in 
the group has been a contributing factor behind the strong 
results showing elsewhere in newgate globally
redleaf polhill of which 51 was acquired in the 
first half of 2014 has benefited significantly from its 
strengthening reputation evidenced by the number of 
awards that it has won during the year under its 
impressive management team the agency goes from 
strength to strength and is expected to become 
increasingly important to the group’s overall performance
on the consumer pr side the startup 
13 communications suffered from an initial lack of critical 
mass and had taken longer than anticipated to become 
profitable however with new client wins including one 
large project this business is now profitable
the group’s consumer pr business has been bolstered by 
the acquisition of publicasity at the end of 2014 under its 
young and very enthusiastic management team the 
company has won a number of new clients since 
becoming part of the group which augurs well for 2015
pps the other acquisition made by porta towards the end 
of 2014 is also making a major contribution to both 
newgate and the group ranked number one by fee 
income in the pr week public affairs league table pps 
has not only become a major contributor to group profits 
but has also materially strengthened the newgate 
management structure including its accounting and 
marketing functions
marketing and advertising 
2112 the multimedia creative communications agency 
has built a very impressive client base which has taken 
longer than expected to be reflected on the bottom line 
more recently however the quality of the work and the 
quick turnaround of each project have led to a major 
upswing in the volume of business being generated from its 
key clients the business is now trading profitably and a 
much better performance is expected in the current year
ttmv the media buying agency based in tunbridge wells 
struggled as a result of the loss of its two major accounts 
and the group took the view towards the end of the 
financial year that it could no longer continue to support the 
company financially a decision was therefore taken to 
close the company summit the design studio also based 
in tunbridge wells has always been profitable since the 
closure of ttmv summit has expanded its operation 
picking up new clients and making five new hires we 
are anticipating an even better performance from them 
this year
outlook
looking to the immediate future the priority is to build on 
a very stable platform of businesses which the board is 
confident will continue to generate strong organic growth 
the main emphasis will be to
● ● widen the range of services and products
● ● improve geographical coverage
● ● double the size of the business through organic and 
acquisition growth and
● ● improve the market perception and rating
as for the current year the performance in the first five 
months gives the board every confidence that all the 
growth trends seen in 2014 will continue
david wright 
group chief executive
27 may 2015
chief executive’s business review continued
for the year ended 31 december 2014
porta communications plc
14